Competitive Bid Procedure. (a) In order to request Competitive Bids, the Company shall hand deliver or deliver by facsimile to the Administrative Agent a duly completed Competitive Bid Request in the form of Exhibit A-1 hereto, to be received by the Administrative Agent (i) in the case of Eurodollar Loans, not later than 10:00 a.m. New York time, four Business Days before a proposed Competitive Borrowing, and (ii) in the case of Fixed Rate Loans, not later than 12:00 noon New York time, one Business Day before a proposed Competitive Borrowing. No CD Loan or Alternate Base Loan shall be requested by the Company in a Competitive Bid Request. Competitive Bid Requests that do not conform substantially to the format of Exhibit A-1 shall be rejected and the Administrative Agent shall notify the Company of such rejection by telephone or facsimile (i) in the case of Eurodollar Loans, not later than 11:00 a.m. New York time on the date of receipt or (ii) in the case of Fixed Rate Loans, not later than 1:00 p.m. New York time on the date of receipt. Competitive Bid Requests shall in each case refer to this Agreement and specify (x) whether the Loans then being requested are to be Eurodollar Loans or Fixed Rate Loans, (y) the date of such Loans (which shall be a Business Day) and the aggregate principal amount thereof (which shall not be less than $25,000,000 and shall be an integral multiple of $5,000,000), and (z) the Interest Period with respect thereto (which may not end after the Maturity Date). Not later than (i) in the case of Eurodollar Loans, 12:00 noon New York time on the date of receipt or (ii) in the case of Fixed Rate Loans, 3:00 p.m. New York time on the date of receipt by the Administrative Agent of a Competitive Bid Request, the Administrative Agent shall invite by facsimile the Banks to bid, on the terms and conditions of this Agreement, to make Competitive Loans pursuant to the Competitive Bid Request. (b) Each Bank may, in its sole discretion, make one or more Competitive Bids to the Company responsive to the Competitive Bid Request. Each Competitive Bid by a Bank must be received by the Administrative Agent via facsimile in the form of Exhibit B hereto, (i) in the case of Euro dollar Loans, not later than 9:30 a.m. New York time, three Business Days before a proposed Competitive Borrowing or (ii) in the case of Fixed Rate Loans, not later than 9:30 a.m. New York time, on the day of a proposed Competi tive Borrowing. Competitive Bids that do not conform precisely to the format of Exhibit B may be rejected by the Company upon notice to the Administrative Agent and the Administrative Agent shall notify the Bank of such rejection by facsimile as soon as practicable after receipt from the Company of a notification of rejection. Each Competitive Bid shall refer to this Agreement and specify (x) the maximum principal amount (which shall be an integral multiple of $5,000,000) of the Competitive Loan that the Bank is willing to make to the Company and (y) the Yield at which the Bank is prepared to make the Competitive Loan. A Competitive Bid submitted by a Bank pursuant to this para graph (b) shall be irrevocable. (c) The Administrative Agent shall notify the Company by facsimile (i) in the case of Eurodollar Loans, not later than 10:00 a.m. New York time, three Business Days before a proposed Competitive Borrowing or (ii) in the case of Fixed Rate Loans, not later than 10:00 a.m. New York time, on the day of a proposed Competitive Borrowing of the number of Competitive Bids made, the Yield and the maximum principal amount of each Competitive Loan in respect of which a Competitive Bid was made and the identity of the Bank making each bid. (d) The Company may in its sole and absolute discretion, subject only to the provisions of this para graph, accept or reject any Competitive Bid referred to in paragraph (c) above. The Company shall notify the Adminis trative Agent by facsimile or telephone whether and to what extent it has decided to accept or reject any of or all the bids referred to in paragraph (c) above, (i) in the case of Eurodollar Loans, not later than 11:00 a.m. New York time, three Business Days before a proposed Competitive Borrowing or (ii) in the case of Fixed Rate Loans, not later than 11:00 a.m. New York time, on the day of a proposed Competi tive Borrowing; provided, however, that (x) the Company shall not accept a bid made at any Yield if the Company has decided to reject a bid made at a lower Yield, (y) if the Company declines to borrow, or it is restricted by other conditions hereof from borrowing, the maximum principal amount of Competitive Loans in respect of which bids at such Yield have been made, then the Company shall accept a pro rata portion of each bid made at the same Yield, based as nearly as possible on the ratio of the maximum aggregate principal amounts of Competitive Loans for which each such bid was made (provided that if the available principal amount of Competitive Loans to be so allocated is not sufficient to enable Competitive Loans to be so allocated to each such Bank in integral multiples of $5,000,000, the Company shall select which Banks will be allocated such Competitive Loans and will round allocations up or down to the next higher or lower multiple of $5,000,000 as it shall deem appropriate), and (z) no bid shall be accepted for a Competitive Loan unless the amount of such Competitive Loan is an integral multiple of $5,000,000 and is part of a Competitive Borrowing in a minimum principal amount of $25,000,000. A notice given by the Company pursuant to this paragraph (d) shall be irrevocable. (e) The Administrative Agent shall notify the Banks whose Competitive Bids have been accepted of the terms (in what amount and at what Yield) of such acceptance by telephone promptly upon receipt of notice from the Company pursuant to paragraph (d) of this Section 2.02, and each successful bidder will thereupon become bound, subject to the other applicable conditions hereof, to make the Competitive Loan in respect of which its offer has been accepted. Each Bank so bound shall notify the Adminis trative Agent upon making the Competitive Loan. (f) The Company shall not make more than four Competitive Bid Requests during any 30-day period. (g) If the Administrative Agent shall elect to submit a Competitive Bid in its capacity as a Bank, it shall submit such bid to the Company (i) in the case of Eurodollar Loans, at least one hour earlier or (ii) in the case of Fixed Rate Loans, at least 15 minutes earlier than the latest time at which the other Banks are required to submit their bids to the Administrative Agent pursuant to Sec tion 2.02(b). (h) All notices required by this Section 2.02 shall be made in accordance with Section 8.01.
Appears in 1 contract
Sources: Revolving Credit Facility Agreement (Providian Corp)
Competitive Bid Procedure. (a) In order to request Competitive Bidsa CAF Loan, the Company Borrower shall hand deliver or deliver by facsimile to the Administrative Agent a duly completed Competitive Bid Request written notice in the form of Exhibit A-1 heretoB-1, attached hereto (a "Competitive Bid Request"), to be received by the Administrative Agent (i) in the case of Eurodollar Loanseach CAF LIBOR Rate Loan, not later than 10:00 a.m. 3:00 P.M. (New York City time), four (4) Business Days before a proposed Competitive Borrowing, the Borrowing Date specified for such CAF LIBOR Rate Loan and (ii) in the case of each Fixed Rate Loans, not later than 12:00 noon New York time, one Business Day before a proposed Competitive Borrowing. No CD Loan or Alternate Base Loan shall be requested by the Company in a Competitive Bid Request. Competitive Bid Requests that do not conform substantially to the format of Exhibit A-1 shall be rejected and the Administrative Agent shall notify the Company of such rejection by telephone or facsimile (i) in the case of Eurodollar LoansLoan, not later than 11:00 a.m. A.M. (New York time on City time), one (1) Business Day before the date of receipt or (ii) in the case of Borrowing Date specified for such Fixed Rate Loans, not later than 1:00 p.m. New York time on the date of receiptLoan. Each Competitive Bid Requests Request shall in each case refer to this Agreement and specify (x) whether the Loans then being requested are to be Eurodollar Loans or Fixed Rate Loans, (yi) the date of Borrowing of such CAF Loans (which shall be a Business Day), (ii) and the aggregate principal amount thereof thereof, (which iii) whether the CAF Loans then being requested are to be CAF LIBOR Rate Loans or Fixed Rate Loans, (iv) the maturity date for each CAF Loan requested to be made and (v) the interest payment dates for each CAF Loan requested to be made. The Agent shall not be less than promptly notify each Bank by telex or facsimile transmission of the contents of each Competitive Bid Request received by it. Each Competitive Bid Request may solicit bids for CAF Loans in an aggregate principal amount of $25,000,000 and shall be 5,000,000 or an integral multiple of $5,000,000), 1,000,000 in excess thereof and (z) the Interest Period with respect thereto (which may for not end more than three alternative maturity dates for such CAF Loans. The maturity date for each CAF Loan shall be not less than 15 days nor more than 180 days after the Maturity applicable date of CAF Borrowing (and in any event shall not extend beyond the Termination Date). Not later than (i) in the case of Eurodollar Loans, 12:00 noon New York time on the date of receipt or (ii) in the case of Fixed Rate Loans, 3:00 p.m. New York time on the date of receipt by the Administrative Agent of a Competitive Bid Request, the Administrative Agent shall invite by facsimile the Banks to bid, on the terms and conditions of this Agreement, to make Competitive Loans pursuant to the Competitive Bid Request.
(b) Each Bank may, in its sole discretion, irrevocably offer to make one or more Competitive Bids CAF Loans to the Company Borrower responsive to the each Competitive Bid RequestRequest from the Borrower. Each Competitive Bid Any such irrevocable offer by a Bank must be received by the Administrative Agent via facsimile Agent, in the form of Exhibit B heretoB-2 hereto (a "Competitive Bid"), (i) in the case of Euro dollar Loanseach CAF LIBOR Rate Loan, not later than 9:30 a.m. 10:30 A.M. (New York City time), three (3) Business Days before a proposed Competitive the Borrowing or Date specified for such CAF LIBOR Rate Loan and (ii) in the case of each Fixed Rate LoansLoan, not later than 9:30 a.m. A.M. (New York City time, ) on the day of a proposed Competi tive BorrowingBorrowing Date specified for such Fixed Rate Loan. Competitive Bids that do not conform precisely substantially to the format of Exhibit B B-1 may be rejected by the Company Agent after conferring with, and upon notice to the Administrative Agent instruction of, the Borrower, and the Administrative Agent shall notify the Bank of such rejection by facsimile as soon as practicable after receipt from the Company of a notification of rejectionpracticable. Each Competitive Bid shall refer to this Agreement and (i) specify (x) the maximum principal amount of CAF Loans for each maturity date (which shall be in an aggregate principal amount not less than $5,000,000 or an integral multiple of $5,000,0001,000,000 in excess thereof and which may equal, but not exceed, the principal amount requested for such maturity date by the Borrower) and the aggregate maximum principal amount of the Competitive Loan CAF Loans for all maturity dates (which amount, with respect to any Bank, may exceed such Bank's Commitment) that the Bank is willing to make to the Company Borrower; and (yii) specify the Yield CAF Rate at which the Bank is prepared to make the Competitive each such CAF Loan. A Competitive Bid submitted by a Bank pursuant to this para graph (bSection 3.2(b) shall be irrevocableirrevocable absent manifest error.
(c) The Administrative Agent shall notify the Company by facsimile (i) in the case of Eurodollar Loanseach CAF LIBOR Rate Loan, not later than 10:00 a.m. 11:00 A.M. (New York City time, ) three (3) Business Days before a proposed Competitive the Borrowing or Date specified for such CAF LIBOR Rate Loan and (ii) in the case of each Fixed Rate LoansLoan, not later than 10:00 a.m. A.M. (New York City time, ) on the day Borrowing Date specified for such Fixed Rate Loan, notify the Borrower in writing of a proposed Competitive Borrowing of all the number of Competitive Bids mademade (arranging each such bid in ascending interest rate order), and the Yield CAF Rate or CAF Rates and the maximum principal amount of each Competitive CAF Loan in respect of which a Competitive Bid was made made, and the identity of the Bank making that made each bid. The Agent shall send a copy of all Competitive Bids to the Borrower for its records as soon as practicable after completion of the bidding process set forth in this Section 3.2.
(d) The Company Borrower may in its sole and absolute discretion, subject only to the provisions of this para graphSection 3.2(d), accept or reject any Competitive Bid referred to in paragraph Section 3.2(c); provided, however, that the aggregate amount of the Competitive Bids for CAF Loans so accepted by the Borrower may not exceed the lesser of (ci) abovethe principal amount of the applicable CAF Borrowing requested by the Borrower in respect thereof and (ii) the amount of the Commitments less the sum of (A) the aggregate principal amount of Committed Loans and CAF Loans and (B) the L/C Obligations then outstanding, after giving effect to the application of the proceeds of such respective CAF Borrowing on the Borrowing Date therefor. The Company Borrower shall notify the Adminis trative Agent by facsimile or telephone in writing whether and to what extent it has decided to accept or reject any of or all of the bids referred to in paragraph Section 3.2(c) by delivering to the Agent a written notice in the form of Exhibit B-3 hereto (c) abovea "Competitive Bid Confirmation"), (i) in the case of Eurodollar Loanseach CAF LIBOR Rate Loan, not later than 11:00 a.m. 1:00 P.M. (New York City time), three (3) Business Days before a proposed Competitive the Borrowing or Date specified for such CAF LIBOR Rate Loan and (ii) in the case of each Fixed Rate LoansLoan, not later than 11:00 a.m. A.M. (New York City time, ) on the day Borrowing Date specified for such Fixed Rate Loan, which Competitive Bid Confirmation shall specify the principal amount of a proposed Competi tive BorrowingCAF Loans for each relevant maturity date to be made by each such bidding Bank (which amount for each such maturity date shall be equal to or less than the maximum amount for such maturity date specified in the Competitive Bid of such Bank, and for all maturity dates included in such Competitive Bid in respect thereof shall be equal to or less than the aggregate maximum amount specified in such Competitive Bid for all such maturity dates); provided, however, that (xA) the Company failure by the Borrower to so deliver a Competitive Bid Confirmation by the specified time shall be deemed to be a rejection of all the bids referred to in Section 3.2(c) for the related Competitive Bid Request; (B) the Borrower shall not accept a bid made at any Yield a particular CAF Rate for a particular maturity if the Company Borrower has decided to reject a bid made at a lower Yield, CAF Rate for such maturity; (yC) if the Company declines to borrow, or it is Borrower shall accept bids made at a particular CAF Rate for a particular maturity but shall be restricted by other conditions hereof from borrowing, borrowing the maximum principal amount of Competitive CAF Loans in respect of which bids at such Yield CAF Rate have been made, then the Company Borrower shall accept a pro rata portion of each bid made at the same Yield, such CAF Rate based as nearly as possible on the ratio of the respective maximum aggregate principal amounts of CAF Loans offered to be made by the relevant Banks pursuant to such bids; and (D) no bid shall be accepted for a CAF Loan by any Bank unless such CAF Loan is in an aggregate principal amount not less than $5,000,000 or an integral multiple of $1,000,000 in excess thereof. Notwithstanding the foregoing, if it is necessary for the Borrower to accept a pro rata allocation of the bids made in response to a Competitive Loans for which each such bid was made Bid Request (provided that if whether pursuant to the events specified in clause (C) above or otherwise) and the available principal amount of Competitive CAF Loans to be so allocated among the Banks is not sufficient to enable Competitive CAF Loans to be so allocated to each such Bank in an aggregate principal amount not less than $5,000,000 or in integral multiples of $5,000,0001,000,000 in excess thereof, then the Company shall Borrower shall, subject to clause (D) above, select which the Banks will to be allocated such Competitive CAF Loans and will shall round allocations up or down to the next higher or lower multiple of $5,000,000 1,000,000 as it shall deem appropriate), and (z) no bid ; provided that the allocations among the Banks to be allocated such CAF Loans shall be accepted for a made pro rata based as nearly as possible on the respective maximum principal amounts of CAF Loans offered to be made by such Banks. The Competitive Loan unless the amount of such Competitive Loan is an integral multiple of $5,000,000 and is part of a Competitive Borrowing in a minimum principal amount of $25,000,000. A notice Bid Confirmation given by the Company Borrower pursuant to this paragraph (dSection 3.2(d) shall be irrevocable.
(e) The Administrative Upon receipt from the Agent of the LIBOR Rate applicable to any CAF LIBOR Rate Loan to be made by any Bank pursuant to a Competitive Bid that has been accepted by the Borrower pursuant to Section 3.2, the Agent shall notify the Banks whose Competitive Bids have been accepted such Bank of the terms (in what amount and at what Yield) of such acceptance by telephone promptly upon receipt of notice from the Company pursuant to paragraph (d) of this Section 2.02, and each successful bidder will thereupon become bound, subject to the other applicable conditions hereof, to make the Competitive Loan in respect of which its offer has been accepted. Each Bank so bound shall notify the Adminis trative Agent upon making the Competitive LoanLIBOR Rate.
(f) The Company shall not make more than four Competitive Bid Requests during any 30-day period.
(g) If the Administrative Agent shall at any time elect to submit a Competitive Bid in its capacity as a Bank, it shall submit such bid directly to the Company Borrower by (i) in the case of Eurodollar Loansa CAF LIBOR Rate Loan, at least one hour earlier or not later than 10:15 A.M. (New York City time), and (ii) in the case of a Fixed Rate LoansLoan, at least 15 minutes earlier not later than 9:15 A.M. (New York City time), in each case, on the latest time at Business Day on which the other Banks are required to submit their bids to the Administrative Agent pursuant to Sec tion 2.02(bSection 3.2(b) above.
(g) If the Borrower accepts pursuant to Section 3.2(d) one or more of the offers made by any Bank or Banks, the Agent shall promptly notify each Bank that has made such an offer of the aggregate amount of such CAF Loans to be made on the Borrowing Date for each maturity date and of the acceptance or rejection of any offers to make such CAF Loans made by such Bank. Each Bank that is to make a CAF Loan shall, before 12:00 Noon (New York City time) on the Borrowing Date specified in the Competitive Bid Request applicable thereto, make available to the Agent at its office set forth in Section 11.2 the amount of CAF Loans to be made by such Bank, in immediately available funds. The Agent shall, no later than 1:00 P.M. (New York City time), make available to the Borrower the proceeds of the CAF Loans received by the Agent hereunder by crediting such account of the Borrower with the Agent as the Borrower shall from time to time designate. As soon as practicable after each Borrowing Date, the Agent shall notify each Bank of the aggregate amount of CAF Loans advanced on such Borrowing Date and the respective maturity dates thereof.
(h) The Borrower shall repay to the Agent for the account of each Bank that has made a CAF Loan (or the CAF Loan Assignee in respect thereof, as the case may be) on the maturity date of each CAF Loan (such maturity date being that specified by the Borrower for repayment of such CAF Loan in the related Competitive Bid Request) the then unpaid principal amount of such CAF Loan. The Borrower shall not, without the consent of the relevant Bank, have the right to prepay any principal amount of any CAF Loan.
(i) All notices required by this Section 2.02 3.2 shall be made in accordance with Section 8.01.11.2 hereof; provided, however, that each request or notice required to be made under Section 3.2(a) or 3.2
Appears in 1 contract
Competitive Bid Procedure. (a) In order to request Competitive Bidsa CAF Advance, the Company Borrower shall hand deliver or deliver by facsimile to the Administrative Agent a duly completed Competitive Bid Request written notice in the form of Exhibit A-1 heretoE, attached hereto (a "Competitive Bid Request"), to be received by the Administrative Agent (i) in the case of each CAF Eurodollar LoansRate Advance, not later than 10:00 a.m. 3:00 P.M. (New York City time), four (4) Business Days before a proposed Competitive Borrowing, the Borrowing Date specified for such CAF Eurodollar Rate Advance and (ii) in the case of each Fixed Rate Loans, not later than 12:00 noon New York time, one Business Day before a proposed Competitive Borrowing. No CD Loan or Alternate Base Loan shall be requested by the Company in a Competitive Bid Request. Competitive Bid Requests that do not conform substantially to the format of Exhibit A-1 shall be rejected and the Administrative Agent shall notify the Company of such rejection by telephone or facsimile (i) in the case of Eurodollar LoansAdvance, not later than 11:00 a.m. A.M. (New York time on City time), one (1) Business Day before the date of receipt or (ii) in the case of Borrowing Date specified for such Fixed Rate Loans, not later than 1:00 p.m. New York time on the date of receiptAdvance. Each Competitive Bid Requests Request shall in each case refer to this Agreement and specify (x) whether the Loans then being requested are to be Eurodollar Loans or Fixed Rate Loans, (yi) the date of Borrowing of such Loans CAF Advances (which shall be a Business Day), (ii) and the aggregate principal amount thereof thereof, (which iii) whether the CAF Advances then being requested are to be CAF Eurodollar Rate Advances or Fixed Rate Advances, (iv) the maturity date for each CAF Advance requested to be made and (v) the interest payment dates for each CAF Advance requested to be made. The Administrative Agent shall not be less than promptly notify each Lender by telex or facsimile transmission of the contents of each Competitive Bid Request received by it. Each Competitive Bid Request may solicit bids for CAF Advances in an aggregate principal amount of $25,000,000 and shall be 5,000,000 or an integral multiple of $5,000,000), 1,000,000 in excess thereof and (z) the Interest Period with respect thereto (which may for not end more than three alternative maturity dates for such CAF Advances. The maturity date for each CAF Advance shall be not less than 15 days nor more than 180 days after the Maturity applicable date of CAF Borrowing (and in any event shall not extend beyond the Termination Date). Not later than (i) in the case of Eurodollar Loans, 12:00 noon New York time on the date of receipt or (ii) in the case of Fixed Rate Loans, 3:00 p.m. New York time on the date of receipt by the Administrative Agent of a Competitive Bid Request, the Administrative Agent shall invite by facsimile the Banks to bid, on the terms and conditions of this Agreement, to make Competitive Loans pursuant to the Competitive Bid Request.
(b) Each Bank Lender may, in its sole discretion, irrevocably offer to make one or more Competitive Bids CAF Advances to the Company Borrower responsive to the each Competitive Bid RequestRequest from the Borrower. Each Competitive Bid Any such irrevocable offer by a Bank Lender must be received by the Administrative Agent via facsimile Agent, in the form of Exhibit B heretoF hereto (a "Competitive Bid"), (i) in the case of Euro dollar Loanseach CAF Eurodollar Rate Advance, not later than 9:30 a.m. 10:30 A.M. (New York City time), three Business Days before a proposed Competitive Borrowing or (ii) in the case of Fixed Rate Loans, not later than 9:30 a.m. New York time, on the day of a proposed Competi tive Borrowing. Competitive Bids that do not conform precisely to the format of Exhibit B may be rejected by the Company upon notice to the Administrative Agent and the Administrative Agent shall notify the Bank of such rejection by facsimile as soon as practicable after receipt from the Company of a notification of rejection. Each Competitive Bid shall refer to this Agreement and specify (x) the maximum principal amount (which shall be an integral multiple of $5,000,000) of the Competitive Loan that the Bank is willing to make to the Company and (y) the Yield at which the Bank is prepared to make the Competitive Loan. A Competitive Bid submitted by a Bank pursuant to this para graph (b) shall be irrevocable.
(c) The Administrative Agent shall notify the Company by facsimile (i) in the case of Eurodollar Loans, not later than 10:00 a.m. New York time, three Business Days before a proposed Competitive Borrowing or (ii) in the case of Fixed Rate Loans, not later than 10:00 a.m. New York time, on the day of a proposed Competitive Borrowing of the number of Competitive Bids made, the Yield and the maximum principal amount of each Competitive Loan in respect of which a Competitive Bid was made and the identity of the Bank making each bid.
(d) The Company may in its sole and absolute discretion, subject only to the provisions of this para graph, accept or reject any Competitive Bid referred to in paragraph (c) above. The Company shall notify the Adminis trative Agent by facsimile or telephone whether and to what extent it has decided to accept or reject any of or all the bids referred to in paragraph (c) above, (i) in the case of Eurodollar Loans, not later than 11:00 a.m. New York time, three Business Days before a proposed Competitive Borrowing or (ii) in the case of Fixed Rate Loans, not later than 11:00 a.m. New York time, on the day of a proposed Competi tive Borrowing; provided, however, that (x) the Company shall not accept a bid made at any Yield if the Company has decided to reject a bid made at a lower Yield, (y) if the Company declines to borrow, or it is restricted by other conditions hereof from borrowing, the maximum principal amount of Competitive Loans in respect of which bids at such Yield have been made, then the Company shall accept a pro rata portion of each bid made at the same Yield, based as nearly as possible on the ratio of the maximum aggregate principal amounts of Competitive Loans for which each such bid was made (provided that if the available principal amount of Competitive Loans to be so allocated is not sufficient to enable Competitive Loans to be so allocated to each such Bank in integral multiples of $5,000,000, the Company shall select which Banks will be allocated such Competitive Loans and will round allocations up or down to the next higher or lower multiple of $5,000,000 as it shall deem appropriate), and (z) no bid shall be accepted for a Competitive Loan unless the amount of such Competitive Loan is an integral multiple of $5,000,000 and is part of a Competitive Borrowing in a minimum principal amount of $25,000,000. A notice given by the Company pursuant to this paragraph (d) shall be irrevocable.
(e) The Administrative Agent shall notify the Banks whose Competitive Bids have been accepted of the terms (in what amount and at what Yield) of such acceptance by telephone promptly upon receipt of notice from the Company pursuant to paragraph (d) of this Section 2.02, and each successful bidder will thereupon become bound, subject to the other applicable conditions hereof, to make the Competitive Loan in respect of which its offer has been accepted. Each Bank so bound shall notify the Adminis trative Agent upon making the Competitive Loan.
(f) The Company shall not make more than four Competitive Bid Requests during any 30CERC 5-day period.
(g) If the Administrative Agent shall elect to submit a Competitive Bid in its capacity as a Bank, it shall submit such bid to the Company (i) in the case of Eurodollar Loans, at least one hour earlier or (ii) in the case of Fixed Rate Loans, at least 15 minutes earlier than the latest time at which the other Banks are required to submit their bids to the Administrative Agent pursuant to Sec tion 2.02(b).
(h) All notices required by this Section 2.02 shall be made in accordance with Section 8.01.Year Revolving Credit Agreement
Appears in 1 contract
Sources: Credit Agreement (Centerpoint Energy Houston Electric LLC)
Competitive Bid Procedure. (a) In order to request Competitive Bidsa CAF Advance, the Company Borrower shall hand deliver or deliver by facsimile to the Administrative Agent a duly completed Competitive Bid Request written notice in the form of Exhibit A-1 heretoE, attached hereto (a "Competitive Bid Request"), to be received by the Administrative Agent (i) in the case of each CAF Eurodollar LoansRate Advance, not later than 10:00 a.m. 3:00 P.M. (New York City time), four (4) Business Days before a proposed Competitive Borrowing, the Borrowing Date specified for such CAF Eurodollar Rate Advance and (ii) in the case of each Fixed Rate Loans, not later than 12:00 noon New York time, one Business Day before a proposed Competitive Borrowing. No CD Loan or Alternate Base Loan shall be requested by the Company in a Competitive Bid Request. Competitive Bid Requests that do not conform substantially to the format of Exhibit A-1 shall be rejected and the Administrative Agent shall notify the Company of such rejection by telephone or facsimile (i) in the case of Eurodollar LoansAdvance, not later than 11:00 a.m. A.M. (New York time on City time), one (1) Business Day before the date of receipt or (ii) in the case of Borrowing Date specified for such Fixed Rate Loans, not later than 1:00 p.m. New York time on the date of receiptAdvance. Each Competitive Bid Requests Request shall in each case refer to this Agreement and specify (x) whether the Loans then being requested are to be Eurodollar Loans or Fixed Rate Loans, (yi) the date of Borrowing of such Loans CAF Advances (which shall be a Business Day), (ii) and the aggregate principal amount thereof thereof, (which iii) whether the CAF Advances then being requested are to be CAF Eurodollar Rate Advances or Fixed Rate Advances, (iv) the maturity date for each CAF Advance requested to be made and (v) the interest payment dates for each CAF Advance requested to be made. The Administrative Agent shall not be less than promptly notify each Lender by telex or facsimile transmission of the contents of each Competitive Bid Request received by it. Each Competitive Bid Request may solicit bids for CAF Advances in an aggregate principal amount of $25,000,000 and shall be 5,000,000 or an integral multiple of $5,000,000), 1,000,000 in excess thereof and (z) the Interest Period with respect thereto (which may for not end more than three alternative maturity dates for such CAF Advances. The maturity date for each CAF Advance shall be not less than 15 days nor more than 180 days after the Maturity applicable date of CAF Borrowing (and in any event shall not extend beyond the Termination Date). Not later than (i) in the case of Eurodollar Loans, 12:00 noon New York time on the date of receipt or (ii) in the case of Fixed Rate Loans, 3:00 p.m. New York time on the date of receipt by the Administrative Agent of a Competitive Bid Request, the Administrative Agent shall invite by facsimile the Banks to bid, on the terms and conditions of this Agreement, to make Competitive Loans pursuant to the Competitive Bid Request.
(b) Each Bank Lender may, in its sole discretion, irrevocably offer to make one or more Competitive Bids CAF Advances to the Company Borrower responsive to the each Competitive Bid RequestRequest from the Borrower. Each Competitive Bid Any such irrevocable offer by a Bank Lender must be received by the Administrative Agent via facsimile Agent, in the form of Exhibit B heretoF hereto (a "Competitive Bid"), (i) in the case of Euro dollar Loanseach CAF Eurodollar Rate Advance, not later than 9:30 a.m. 10:30 A.M. (New York City time), three (3) Business Days before a proposed Competitive the Borrowing or Date specified for such CAF Eurodollar Rate Advance and (ii) in the case of each Fixed Rate LoansAdvance, not later than 9:30 a.m. A.M. (New York City time, ) on the day of a proposed Competi tive BorrowingBorrowing Date specified for such Fixed Rate Advance. Competitive Bids that do not conform precisely substantially to the format of Exhibit B F may be rejected by the Company upon notice to the Administrative Agent after conferring with, and upon the instruction of, the Borrower, and the Administrative Agent shall notify the Bank Lender of such rejection by facsimile as soon as practicable after receipt from the Company of a notification of rejectionpracticable. Each Competitive Bid shall refer to this Agreement and (i) specify (x) the maximum principal amount of CAF Advances for each maturity date (which shall be in an aggregate principal amount not less than $5,000,000 or an integral multiple of $5,000,0001,000,000 in excess thereof and which may equal, but not exceed, the principal amount requested for such maturity date by the Borrower) and the aggregate maximum principal amount of the Competitive Loan CAF Advances for all maturity dates (which amount, with respect to any Lender, may exceed such Lender's Commitment) that the Bank Lender is willing to make to the Company CERC 5-Year Revolving Credit Agreement Borrower, and (yii) specify the Yield CAF Rate at which the Bank Lender is prepared to make the Competitive Loaneach such CAF Advance. A Competitive Bid submitted by a Bank Lender pursuant to this para graph (bSection 2.05(b) shall be irrevocableirrevocable absent manifest error.
(c) The Administrative Agent shall notify the Company by facsimile (i) in the case of each CAF Eurodollar LoansRate Advance, not later than 10:00 a.m. 11:00 A.M. (New York City time, ) three (3) Business Days before a proposed Competitive the Borrowing or Date specified for such CAF Eurodollar Rate Advance and (ii) in the case of each Fixed Rate LoansAdvance, not later than 10:00 a.m. A.M. (New York City time, ) on the day Borrowing Date specified for such Fixed Rate Advance, notify the Borrower in writing of a proposed Competitive Borrowing of all the number of Competitive Bids mademade (arranging each such bid in ascending interest rate order), and the Yield CAF Rate or Rates and the maximum principal amount of each Competitive Loan CAF Advance in respect of which a Competitive Bid was made made, and the identity of the Bank making Lender that made each bid. The Administrative Agent shall send a copy of all Competitive Bids to the Borrower for its records as soon as practicable after completion of the bidding process set forth in this Section 2.05.
(d) The Company Borrower may in its sole and absolute discretion, subject only to the provisions of this para graphSection 2.05(d), accept or reject any Competitive Bid referred to in paragraph Section 2.05(c); provided, however, that the aggregate amount of the Competitive Bids for CAF Advances so accepted by the Borrower may not exceed the lesser of (ci) abovethe principal amount of the applicable CAF Borrowing requested by the Borrower in respect thereof and (ii) the amount of the Commitments less the Total Aggregate Outstanding Extensions of Credit then outstanding, after giving effect to the application of the proceeds of such respective CAF Borrowing on the Borrowing Date therefor. The Company Borrower shall notify the Adminis trative Administrative Agent by facsimile or telephone in writing whether and to what extent it has decided to accept or reject any of or all of the bids referred to in paragraph Section 2.05(c) by delivering to the Administrative Agent a written notice in the form of Exhibit G hereto (c) abovea "Competitive Bid Confirmation"), (i) in the case of each CAF Eurodollar LoansRate Advance, not later than 11:00 a.m. 1:00 P.M. (New York City time), three (3) Business Days before a proposed Competitive the Borrowing or Date specified for such CAF Eurodollar Rate Advance and (ii) in the case of each Fixed Rate LoansAdvance, not later than 11:00 a.m. A.M. (New York City time, ) on the day Borrowing Date specified for such Fixed Rate Advance, which Competitive Bid Confirmation shall specify the principal amount of a proposed Competi tive BorrowingCAF Advances for each relevant maturity date to be made by each such bidding Lender (which amount for each such maturity date shall be equal to or less than the maximum amount for such maturity date specified in the Competitive Bid of such Lender, and for all maturity dates included in such Competitive Bid in respect thereof shall be equal to or less than the aggregate maximum amount specified in such Competitive Bid for all such maturity dates); provided, however, that (xA) the Company failure by the Borrower to so deliver a Competitive Bid Confirmation by the specified time shall be deemed to be a rejection of all the bids referred to in Section 2.05(c) for the related Competitive Bid Request; (B) the Borrower shall not accept a bid made at any Yield a particular CAF Rate for a particular maturity if the Company Borrower has decided to reject a bid made at a lower Yield, CAF Rate for such maturity; (yC) if the Company declines to borrow, or it is Borrower shall accept bids made at a particular CAF Rate for a particular maturity but shall be restricted by other conditions hereof from borrowing, borrowing the maximum principal amount of Competitive Loans CAF Advances in respect of which bids at such Yield CAF Rate have been made, then the Company Borrower shall accept a pro rata portion of each bid made at the same Yield, such CAF Rate based as nearly as possible on the ratio of the respective maximum aggregate principal amounts of CAF Advances offered to be made by the relevant Lenders pursuant to such bids; and (D) no bid shall be accepted for a CAF Advance by any Lender unless such CAF Advance is in an aggregate principal amount not less than $5,000,000 or an integral multiple of $1,000,000 in excess thereof. Notwithstanding the foregoing, if it is necessary for the Borrower to accept a pro rata allocation of the bids made in response to a Competitive Loans for which each such bid was made Bid Request (provided that if whether pursuant to the events specified in clause (C) above or otherwise) and the available principal amount of Competitive Loans CAF Advances to be so allocated among the Lenders is not sufficient to enable Competitive Loans CAF Advances to be so allocated to each such Bank Lender in an aggregate principal amount not less than $5,000,000 or in integral multiples of $5,000,0001,000,000 in excess thereof, then the Company shall Borrower shall, subject to clause (D) above, select which Banks will the Lenders to be allocated such Competitive Loans CAF Advances and will shall round allocations up or down to the next higher or lower multiple of $5,000,000 1,000,000 as it shall deem appropriate), and (z) no bid ; provided that the allocations among the Lenders to be allocated such CAF Advances shall be accepted for a made pro rata based as nearly as possible on the respective maximum principal amounts of CAF Advances offered to be made by such Lenders. The Competitive Loan unless the amount of such Competitive Loan is an integral multiple of $5,000,000 and is part of a Competitive Borrowing in a minimum principal amount of $25,000,000. A notice Bid Confirmation given by the Company Borrower pursuant to this paragraph (dSection 2.05(d) shall be irrevocable.
(e) The Upon receipt from the Administrative Agent of the Eurodollar Rate applicable to any CAF Eurodollar Rate Advance to be made by any Lender pursuant to a Competitive Bid that has been accepted by the Borrower pursuant to this Section 2.05, the Administrative Agent shall notify the Banks whose Competitive Bids have been accepted such Lender of the terms (in what amount and at what Yield) of such acceptance by telephone promptly upon receipt of notice from the Company pursuant to paragraph (d) of this Section 2.02, and each successful bidder will thereupon become bound, subject to the other applicable conditions hereof, to make the Competitive Loan in respect of which its offer has been acceptedEurodollar Rate. Each Bank so bound shall notify the Adminis trative Agent upon making the Competitive Loan.CERC 5-Year Revolving Credit Agreement
(f) The Company shall not make more than four Competitive Bid Requests during any 30-day period.
(g) If the Administrative Agent shall at any time elect to submit a Competitive Bid in its capacity as a BankLender, it shall submit such bid directly to the Company Borrower by (i) in the case of a CAF Eurodollar LoansRate Advance, at least one hour earlier or not later than 10:15 A.M. (New York City time), and (ii) in the case of a Fixed Rate LoansAdvance, at least 15 minutes earlier not later than 9:15 A.M. (New York City time), in each case, on the latest time at Business Day on which the other Banks Lenders are required to submit their bids to the Administrative Agent pursuant to Sec tion 2.02(b)Section 2.05(b) above.
(g) If the Borrower accepts pursuant to Section 2.05(d) one or more of the offers made by any Lender or Lenders, the Administrative Agent shall promptly notify each Lender that has made such an offer of the aggregate amount of such CAF Advances to be made on the Borrowing Date for each maturity date and of the acceptance or rejection of any offers to make such CAF Advances made by such Lender. Each Lender that is to make a CAF Advance shall, before 12:00 Noon (New York City time) on the Borrowing Date specified in the Competitive Bid Request applicable thereto, make available to the Administrative Agent at its office set forth in Section 8.02 the amount of CAF Advances to be made by such Lender, in immediately available funds. The Administrative Agent shall, no later than 1:00 P.M. (New York City time) on such Borrowing Date, make such funds available to the Borrower at the Borrower's account as shall be designated by it to the Administrative Agent from time to time. As soon as practicable after each Borrowing Date, the Administrative Agent shall notify each Lender of the aggregate amount of CAF Advances advanced on such Borrowing Date and the respective maturity dates thereof.
(h) The Borrower shall repay to the Administrative Agent for the account of each Lender that has made a CAF Advance (or the Eligible Assignee in respect thereof, as the case may be) on the maturity date of each CAF Advance (such maturity date being that specified by the Borrower for repayment of such CAF Advance in the related Competitive Bid Request) the then unpaid principal amount of such CAF Advance. The Borrower shall not, without the consent of the relevant Lender, have the right to prepay, at its option, any principal amount of any CAF Advance. All notices required by this Section 2.02 2.05 shall be made in accordance with Section 8.018.02 hereof; provided, however, that each request or notice required to be made under Section 2.05(a) or 2.04(d) by the Borrower may be made by the giving of telephone notice to the Administrative Agent that is promptly confirmed by delivery of a notice in writing (complying in all material respects with the form of Exhibit B or Exhibit E, as the case may be) to the Administrative Agent.
Appears in 1 contract
Sources: Credit Agreement (Centerpoint Energy Houston Electric LLC)
Competitive Bid Procedure. (a) In order to request Competitive Bidsa CAF Advance, the Company Borrower shall hand deliver or deliver by facsimile to the Administrative Agent a duly completed Competitive Bid Request written notice in the form of Exhibit A-1 heretoE, attached hereto (a "Competitive Bid Request"), to be received by the Administrative Agent (i) in the case of each CAF Eurodollar LoansRate Advance, not later than 10:00 a.m. 3:00 P.M. (New York City time), four (4) Business Days before a proposed Competitive Borrowing, the Borrowing Date specified for such CAF Eurodollar Rate Advance and (ii) in the case of each Fixed Rate Loans, not later than 12:00 noon New York time, one Business Day before a proposed Competitive Borrowing. No CD Loan or Alternate Base Loan shall be requested by the Company in a Competitive Bid Request. Competitive Bid Requests that do not conform substantially to the format of Exhibit A-1 shall be rejected and the Administrative Agent shall notify the Company of such rejection by telephone or facsimile (i) in the case of Eurodollar LoansAdvance, not later than 11:00 a.m. A.M. (New York time on City time), one (1) Business Day before the date of receipt or (ii) in the case of Borrowing Date specified for such Fixed Rate Loans, not later than 1:00 p.m. New York time on the date of receiptAdvance. Each Competitive Bid Requests Request shall in each case refer to this Agreement and specify (x) whether the Loans then being requested are to be Eurodollar Loans or Fixed Rate Loans, (yi) the date of Borrowing of such Loans CAF Advances (which shall be a Business Day), (ii) and the aggregate principal amount thereof thereof, (which iii) whether the CAF Advances then being requested are to be CAF Eurodollar Rate Advances or Fixed Rate Advances, (iv) the maturity date for each CAF Advance requested to be made and (v) the interest payment dates for each CAF Advance requested to be made. The Administrative Agent shall not be less than promptly notify each Lender by telex or facsimile transmission of the contents of each Competitive Bid Request received by it. Each Competitive Bid Request may solicit bids for CAF Advances in an aggregate principal amount of $25,000,000 and shall be 5,000,000 or an integral multiple of $5,000,000), 1,000,000 in excess thereof and (z) the Interest Period with respect thereto (which may for not end more than three alternative maturity dates for such CAF Advances. The maturity date for each CAF Advance shall be not less than 15 days nor more than 180 days after the Maturity applicable date of CAF Borrowing (and in any event shall not extend beyond the Termination Date). Not later than (i) in the case of Eurodollar Loans, 12:00 noon New York time on the date of receipt or (ii) in the case of Fixed Rate Loans, 3:00 p.m. New York time on the date of receipt by the Administrative Agent of a Competitive Bid Request, the Administrative Agent shall invite by facsimile the Banks to bid, on the terms and conditions of this Agreement, to make Competitive Loans pursuant to the Competitive Bid Request.
(b) Each Bank Lender may, in its sole discretion, irrevocably offer to make one or more Competitive Bids CAF Advances to the Company Borrower responsive to the each Competitive Bid RequestRequest from the Borrower. Each Competitive Bid Any such irrevocable offer by a Bank Lender must be received by the Administrative Agent via facsimile Agent, in the form of Exhibit B heretoF hereto (a "Competitive Bid"), (i) in the case of Euro dollar Loanseach CAF Eurodollar Rate Advance, not later than 9:30 a.m. 10:30 A.M. (New York City time), three (3) Business Days before a proposed Competitive the Borrowing or Date specified for such CAF Eurodollar Rate Advance and (ii) in the case of each Fixed Rate LoansAdvance, not later than 9:30 a.m. A.M. (New York City time, ) on the day of a proposed Competi tive BorrowingBorrowing Date specified for such Fixed Rate Advance. Competitive Bids that do not conform precisely substantially to the format of Exhibit B F may be rejected by the Company upon notice to the Administrative Agent after conferring with, and upon the instruction of, the Borrower, and the Administrative Agent shall notify the Bank Lender of such rejection by facsimile as soon as practicable after receipt from the Company of a notification of rejectionpracticable. Each Competitive Bid shall refer to this Agreement and (i) specify (x) the maximum principal amount of CAF Advances for each maturity date (which shall be in an aggregate principal amount not less than $5,000,000 or an integral multiple of $5,000,0001,000,000 in excess thereof and which may equal, but not exceed, the principal amount requested for such maturity date by the Borrower) and the CERC 364-Day Revolving Credit Agreement aggregate maximum principal amount of the Competitive Loan CAF Advances for all maturity dates (which amount, with respect to any Lender, may exceed such Lender's Commitment) that the Bank Lender is willing to make to the Company Borrower, and (yii) specify the Yield CAF Rate at which the Bank Lender is prepared to make the Competitive Loaneach such CAF Advance. A Competitive Bid submitted by a Bank Lender pursuant to this para graph (bSection 2.04(b) shall be irrevocableirrevocable absent manifest error.
(c) The Administrative Agent shall notify the Company by facsimile (i) in the case of each CAF Eurodollar LoansRate Advance, not later than 10:00 a.m. 11:00 A.M. (New York City time, ) three (3) Business Days before a proposed Competitive the Borrowing or Date specified for such CAF Eurodollar Rate Advance and (ii) in the case of each Fixed Rate LoansAdvance, not later than 10:00 a.m. A.M. (New York City time, ) on the day Borrowing Date specified for such Fixed Rate Advance, notify the Borrower in writing of a proposed Competitive Borrowing of all the number of Competitive Bids mademade (arranging each such bid in ascending interest rate order), and the Yield CAF Rate or Rates and the maximum principal amount of each Competitive Loan CAF Advance in respect of which a Competitive Bid was made made, and the identity of the Bank making Lender that made each bid. The Administrative Agent shall send a copy of all Competitive Bids to the Borrower for its records as soon as practicable after completion of the bidding process set forth in this Section 2.04.
(d) The Company Borrower may in its sole and absolute discretion, subject only to the provisions of this para graphSection 2.04(d), accept or reject any Competitive Bid referred to in paragraph Section 2.04(c); provided, however, that the aggregate amount of the Competitive Bids for CAF Advances so accepted by the Borrower may not exceed the lesser of (ci) abovethe principal amount of the applicable CAF Borrowing requested by the Borrower in respect thereof and (ii) the amount of the Commitments less the Total Aggregate Outstanding Extensions of Credit then outstanding, after giving effect to the application of the proceeds of such respective CAF Borrowing on the Borrowing Date therefor. The Company Borrower shall notify the Adminis trative Administrative Agent by facsimile or telephone in writing whether and to what extent it has decided to accept or reject any of or all of the bids referred to in paragraph Section 2.04(c) by delivering to the Administrative Agent a written notice in the form of Exhibit G hereto (c) abovea "Competitive Bid Confirmation"), (i) in the case of each CAF Eurodollar LoansRate Advance, not later than 11:00 a.m. 1:00 P.M. (New York City time), three (3) Business Days before a proposed Competitive the Borrowing or Date specified for such CAF Eurodollar Rate Advance and (ii) in the case of each Fixed Rate LoansAdvance, not later than 11:00 a.m. A.M. (New York City time, ) on the day Borrowing Date specified for such Fixed Rate Advance, which Competitive Bid Confirmation shall specify the principal amount of a proposed Competi tive BorrowingCAF Advances for each relevant maturity date to be made by each such bidding Lender (which amount for each such maturity date shall be equal to or less than the maximum amount for such maturity date specified in the Competitive Bid of such Lender, and for all maturity dates included in such Competitive Bid in respect thereof shall be equal to or less than the aggregate maximum amount specified in such Competitive Bid for all such maturity dates); provided, however, that (xA) the Company failure by the Borrower to so deliver a Competitive Bid Confirmation by the specified time shall be deemed to be a rejection of all the bids referred to in Section 2.04(c) for the related Competitive Bid Request; (B) the Borrower shall not accept a bid made at any Yield a particular CAF Rate for a particular maturity if the Company Borrower has decided to reject a bid made at a lower Yield, CAF Rate for such maturity; (yC) if the Company declines to borrow, or it is Borrower shall accept bids made at a particular CAF Rate for a particular maturity but shall be restricted by other conditions hereof from borrowing, borrowing the maximum principal amount of Competitive Loans CAF Advances in respect of which bids at such Yield CAF Rate have been made, then the Company Borrower shall accept a pro rata portion of each bid made at the same Yield, such CAF Rate based as nearly as possible on the ratio of the respective maximum aggregate principal amounts of CAF Advances offered to be made by the relevant Lenders pursuant to such bids; and (D) no bid shall be accepted for a CAF Advance by any Lender unless such CAF Advance is in an aggregate principal amount not less than $5,000,000 or an integral multiple of $1,000,000 in excess thereof. Notwithstanding the foregoing, if it is necessary for the Borrower to accept a pro rata allocation of the bids made in response to a Competitive Loans for which each such bid was made Bid Request (provided that if whether pursuant to the events specified in clause (C) above or otherwise) and the available principal amount of Competitive Loans CAF Advances to be so allocated among the Lenders is not sufficient to enable Competitive Loans CAF Advances to be so allocated to each such Bank Lender in an aggregate principal amount not less than $5,000,000 or in integral multiples of $5,000,0001,000,000 in excess thereof, then the Company shall Borrower shall, subject to clause (D) above, select which Banks will the Lenders to be allocated such Competitive Loans CAF Advances and will shall round allocations up or down to the next higher or lower multiple of $5,000,000 1,000,000 as it shall deem appropriate), and (z) no bid ; provided that the allocations among the Lenders to be allocated such CAF Advances shall be accepted for a made pro rata based as nearly as possible on the respective maximum principal amounts of CAF Advances offered to be made by such Lenders. The Competitive Loan unless the amount of such Competitive Loan is an integral multiple of $5,000,000 and is part of a Competitive Borrowing in a minimum principal amount of $25,000,000. A notice Bid Confirmation given by the Company Borrower pursuant to this paragraph (dSection 2.04(d) shall be irrevocable.
(e) The Upon receipt from the Administrative Agent of the Eurodollar Rate applicable to any CAF Eurodollar Rate Advance to be made by any Lender pursuant to a Competitive Bid that has been accepted by the Borrower pursuant to this Section 2.04, the Administrative Agent shall notify the Banks whose Competitive Bids have been accepted such Lender of the terms (in what amount and at what Yield) of such acceptance by telephone promptly upon receipt of notice from the Company pursuant to paragraph (d) of this Section 2.02, and each successful bidder will thereupon become bound, subject to the other applicable conditions hereof, to make the Competitive Loan in respect of which its offer has been acceptedEurodollar Rate. Each Bank so bound shall notify the Adminis trative Agent upon making the Competitive Loan.CERC 364-Day Revolving Credit Agreement
(f) The Company shall not make more than four Competitive Bid Requests during any 30-day period.
(g) If the Administrative Agent shall at any time elect to submit a Competitive Bid in its capacity as a BankLender, it shall submit such bid directly to the Company Borrower by (i) in the case of a CAF Eurodollar LoansRate Advance, at least one hour earlier or not later than 10:15 A.M. (New York City time), and (ii) in the case of a Fixed Rate LoansAdvance, at least 15 minutes earlier not later than 9:15 A.M. (New York City time), in each case, on the latest time at Business Day on which the other Banks Lenders are required to submit their bids to the Administrative Agent pursuant to Sec tion 2.02(b)Section 2.04(b) above.
(g) If the Borrower accepts pursuant to Section 2.04(d) one or more of the offers made by any Lender or Lenders, the Administrative Agent shall promptly notify each Lender that has made such an offer of the aggregate amount of such CAF Advances to be made on the Borrowing Date for each maturity date and of the acceptance or rejection of any offers to make such CAF Advances made by such Lender. Each Lender that is to make a CAF Advance shall, before 12:00 Noon (New York City time) on the Borrowing Date specified in the Competitive Bid Request applicable thereto, make available to the Administrative Agent at its office set forth in Section 8.02 the amount of CAF Advances to be made by such Lender, in immediately available funds. The Administrative Agent shall, no later than 1:00 P.M. (New York City time) on such Borrowing Date, make such funds available to the Borrower at the Borrower's account as shall be designated by it to the Administrative Agent from time to time. As soon as practicable after each Borrowing Date, the Administrative Agent shall notify each Lender of the aggregate amount of CAF Advances advanced on such Borrowing Date and the respective maturity dates thereof.
(h) The Borrower shall repay to the Administrative Agent for the account of each Lender that has made a CAF Advance (or the Eligible Assignee in respect thereof, as the case may be) on the maturity date of each CAF Advance (such maturity date being that specified by the Borrower for repayment of such CAF Advance in the related Competitive Bid Request) the then unpaid principal amount of such CAF Advance. The Borrower shall not, without the consent of the relevant Lender, have the right to prepay, at its option, any principal amount of any CAF Advance. All notices required by this Section 2.02 2.04 shall be made in accordance with Section 8.018.02 hereof; provided, however, that each request or notice required to be made under Section 2.04(a) or 2.04(d) by the Borrower may be made by the giving of telephone notice to the Administrative Agent that is promptly confirmed by delivery of a notice in writing (in substantially the form of Exhibit B or Exhibit E, as the case may be) to the Administrative Agent.
Appears in 1 contract
Sources: Credit Agreement (Centerpoint Energy Resources Corp)
Competitive Bid Procedure. (a) In order to request Competitive Bidsa CAF Loan, the Company Borrower shall hand deliver or deliver by facsimile to the Administrative Agent a duly completed Competitive Bid Request written notice in the form of Exhibit A-1 hereto3.02-A, attached hereto (a "Competitive Bid Request"), to be received by the Administrative Agent (i) in the case of Eurodollar Loanseach CAF LIBOR Rate Loan, not later than 10:00 a.m. 3:00 P.M. (New York City time), four (4) Business Days before a proposed Competitive Borrowing, the borrowing date specified for such CAF LIBOR Rate Loan and (ii) in the case of each Fixed Rate Loans, not later than 12:00 noon New York time, one Business Day before a proposed Competitive Borrowing. No CD Loan or Alternate Base Loan shall be requested by the Company in a Competitive Bid Request. Competitive Bid Requests that do not conform substantially to the format of Exhibit A-1 shall be rejected and the Administrative Agent shall notify the Company of such rejection by telephone or facsimile (i) in the case of Eurodollar LoansLoan, not later than 11:00 a.m. A.M. (New York time on City time), one (1) Business Day before the borrowing date of receipt or (ii) in the case of specified for such Fixed Rate Loans, not later than 1:00 p.m. New York time on the date of receiptLoan. Each Competitive Bid Requests Request shall in each case refer to this Agreement and specify (x) whether the Loans then being requested are to be Eurodollar Loans or Fixed Rate Loans, (yi) the date of Borrowing of such CAF Loans (which shall be a Business Day), (ii) and the aggregate principal amount thereof thereof, (which iii) whether the CAF Loans then being requested are to be CAF LIBOR Rate Loans or Fixed Rate Loans, (iv) the maturity date for each CAF Loan requested to be made and (v) the interest payment dates for each CAF Loan requested to be made. The Agent shall not be less than promptly notify each Bank by telex or facsimile transmission of the contents of each Competitive Bid Request received by it. Each Competitive Bid Request may solicit bids for CAF Loans in an aggregate principal amount of $25,000,000 and shall be 5,000,000 or an integral multiple of $5,000,000), 1,000,000 in excess thereof and (z) the Interest Period with respect thereto (which may for not end more than three alternative maturity dates for such CAF Loans. The maturity date for each CAF Loan shall be not less than 15 days nor more than 180 days after the Maturity applicable date of CAF Borrowing (and in any event shall not extend beyond the Termination Date). Not later than (i) in the case of Eurodollar Loans, 12:00 noon New York time on the date of receipt or (ii) in the case of Fixed Rate Loans, 3:00 p.m. New York time on the date of receipt by the Administrative Agent of a Competitive Bid Request, the Administrative Agent shall invite by facsimile the Banks to bid, on the terms and conditions of this Agreement, to make Competitive Loans pursuant to the Competitive Bid Request.
(b) Each Bank may, in its sole discretion, irrevocably offer to make one or more Competitive Bids CAF Loans to the Company Borrower responsive to the each Competitive Bid RequestRequest from Borrower. Each Competitive Bid Any such irrevocable offer by a Bank must be received by the Administrative Agent via facsimile Agent, in the form of Exhibit 3.02-B heretohereto (a "Competitive Bid"), (i) in the case of Euro dollar Loanseach CAF LIBOR Rate Loan, not later than 9:30 a.m. 10:30 A.M. (New York City time), three (3) Business Days before a proposed Competitive Borrowing or the borrowing date specified for such CAF LIBOR Rate Loan and (ii) in the case of each Fixed Rate LoansLoan, not later than 9:30 a.m. A.M. (New York City time, ) on the day of a proposed Competi tive Borrowingborrowing date specified for such Fixed Rate Loan. Competitive Bids that do not conform precisely substantially to the format of Exhibit 3.02-B may be rejected by the Company Agent after conferring with, and upon notice to the Administrative Agent instruction of, Borrower, and the Administrative Agent shall notify the Bank of such rejection by facsimile as soon as practicable after receipt from the Company of a notification of rejectionpracticable. Each Competitive Bid shall refer to this Agreement and (i) specify (x) the maximum principal amount of CAF Loans for each maturity date (which shall be in an aggregate principal amount not less than $5,000,000 or an integral multiple of $5,000,0001,000,000 in excess thereof and which may equal, but not exceed, the principal amount requested for such maturity date by Borrower) and the aggregate maximum principal amount of the Competitive Loan CAF Loans for all maturity dates (which amount, with respect to any Bank, may exceed such Bank's Commitment) that the Bank is willing to make to the Company Borrower; and (yii) specify the Yield CAF Rate at which the Bank is prepared to make the Competitive each such CAF Loan. A Competitive Bid submitted by a Bank pursuant to this para graph (bSection 3.02(b) shall be irrevocable.
(c) The Administrative Agent shall notify the Company by facsimile (i) in the case of Eurodollar Loanseach CAF LIBOR Rate Loan, not later than 10:00 a.m. 11:00 A.M. (New York City time, ) three (3) Business Days before a proposed Competitive Borrowing or the borrowing date specified for such CAF LIBOR Rate Loan and (ii) in the case of each Fixed Rate LoansLoan, not later than 10:00 a.m. A.M. (New York City time, ) on the day borrowing date specified for such Fixed Rate Loan, notify Borrower in writing of a proposed Competitive Borrowing of all the number of Competitive Bids mademade (arranging each such bid in ascending interest rate order), and the Yield CAF Rate or Rates and the maximum principal amount of each Competitive CAF Loan in respect of which a Competitive Bid was made made, and the identity of the Bank making that made each bid. The Agent shall send a copy of all Competitive Bids to Borrower for its records as soon as practicable after completion of the bidding process set forth in this Section 3.02.
(d) The Company Borrower may in its sole and absolute discretion, subject only to the provisions of this para graphSection 3.02(d), accept or reject any Competitive Bid referred to in paragraph Section 3.02(c); provided, however, that the aggregate amount of Borrower's Competitive Bids so accepted by Borrower may not exceed the lesser of (ci) abovethe principal amount of the CAF Borrowing requested by Borrower or (ii) the amount of the Commitments less the aggregate principal amount of Committed Loans and CAF Loans made to Borrower and outstanding at such time after giving effect to the application of the proceeds of such CAF Borrowing on the borrowing date therefor. The Company Borrower shall notify the Adminis trative Agent by facsimile or telephone in writing whether and to what extent it has decided to accept or reject any of or all of the bids referred to in paragraph Section 3.02(c) by delivering to the Agent a written notice in the form of Exhibit 3.02-C hereto (c) abovea "Competitive Bid Confirmation"), (i) in the case of Eurodollar Loanseach CAF LIBOR Rate Loan, not later than 11:00 a.m. 1:00 P.M. (New York City time), three (3) Business Days before a proposed Competitive Borrowing or the borrowing date specified for such CAF LIBOR Rate Loan and (ii) in the case of each Fixed Rate LoansLoan, not later than 11:00 a.m. A.M. (New York City time, ) on the day borrowing date specified for such Fixed Rate Loan, which Competitive Bid Confirmation shall specify the principal amount of a proposed Competi tive BorrowingCAF Loans for each relevant maturity date to be made by each such bidding Bank (which amount for each such maturity date shall be equal to or less than the maximum amount for such maturity date specified in the Competitive Bid of such Bank, and for all maturity dates included in such Competitive Bid shall be equal to or less than the aggregate maximum amount specified in such Competitive Bid for all such maturity dates); provided, however, that (xA) the Company failure by Borrower to so deliver a Competitive Bid Confirmation shall be deemed to be a rejection of all the bids referred to in Section 3.02(c); (B) Borrower shall not accept a bid made at any Yield a particular CAF Rate for a particular maturity if the Company Borrower has decided to reject a bid made at a lower Yield, CAF Rate for such maturity; (yC) if the Company declines to borrow, or it is Borrower shall accept bids made at a particular CAF Rate for a particular maturity but shall be restricted by other conditions hereof from borrowing, borrowing the maximum principal amount of Competitive CAF Loans in respect of which bids at such Yield CAF Rate have been made, then the Company Borrower shall accept a pro rata portion of each bid made at the same Yield, such CAF Rate based as nearly as possible on the ratio of the respective maximum aggregate principal amounts of CAF Loans offered to be made by the relevant Banks pursuant to such bids; and (D) no bid shall be accepted for a CAF Loan by any Bank unless such CAF Loan is in an aggregate principal amount not less than $5,000,000 or an integral multiple of $1,000,000 in excess thereof. Notwithstanding the foregoing, if it is necessary for Borrower to accept a pro rata allocation of the bids made in response to a Competitive Loans for which each such bid was made Bid Request (provided that if whether pursuant to the events specified in clause (C) above or otherwise) and the available principal amount of Competitive CAF Loans to be so allocated among the Banks is not sufficient to enable Competitive CAF Loans to be so allocated to each such Bank in an aggregate principal amount not less than $5,000,000 or in integral multiples of $5,000,0001,000,000 in excess thereof, then Borrower shall, subject to clause (D) above, select the Company shall select which Banks will to be allocated such Competitive CAF Loans and will shall round allocations up or down to the next higher or lower multiple of $5,000,000 1,000,000 as it shall deem appropriate), and (z) no bid ; provided that the allocations among the Banks to be allocated such CAF Loans shall be accepted for a made pro rata based as nearly as possible on the respective maximum principal amounts of CAF Loans offered to be made by such Banks. The Competitive Loan unless the amount of such Competitive Loan is an integral multiple of $5,000,000 and is part of a Competitive Borrowing in a minimum principal amount of $25,000,000. A notice Bid Confirmation given by the Company Borrower pursuant to this paragraph (dSection 3.02(d) shall be irrevocable.
(e) The Administrative Upon receipt from the Agent of the LIBOR Rate applicable to any CAF LIBOR Rate Loan to be made by any Bank pursuant to a Competitive Bid that has been accepted by Borrower pursuant to Section 3.02, the Agent shall notify the Banks whose Competitive Bids have been accepted such Bank of the terms (in what amount and at what Yield) of such acceptance by telephone promptly upon receipt of notice from the Company pursuant to paragraph (d) of this Section 2.02, and each successful bidder will thereupon become bound, subject to the other applicable conditions hereof, to make the Competitive Loan in respect of which its offer has been accepted. Each Bank so bound shall notify the Adminis trative Agent upon making the Competitive LoanLIBOR Rate.
(f) The Company shall not make more than four Competitive Bid Requests during any 30-day period.
(g) If the Administrative Agent shall at any time elect to submit a Competitive Bid in its capacity as a Bank, it shall submit such bid directly to the Company Borrower by (i) in the case of Eurodollar Loansa CAF LIBOR Rate Loan, at least one hour earlier or not later than 10:15 A.M. (New York City time), and (ii) in the case of a Fixed Rate LoansLoan, at least 15 minutes earlier not later than 9:15 A.M. (New York City time), in each case, on the latest time at Business Day on which the other Banks are required to submit their bids to the Administrative Agent pursuant to Sec tion 2.02(b)Section 3.02(b) above.
(g) If Borrower accepts pursuant to Section 3.02(d) one or more of the offers made by any Bank or Banks, the Agent shall promptly notify each Bank that has made such an offer of the aggregate amount of such CAF Loans to be made on such borrowing date for each maturity date and of the acceptance or rejection of any offers to make such CAF Loans made by such Bank. Each Bank that is to make a CAF Loan shall, before 12:00 Noon (New York City time) on the borrowing date specified in the Competitive Bid Request applicable thereto, make available to the Agent at its office set forth in Section 11.02 the amount of CAF Loans to be made by such Bank, in immediately available funds. The Agent shall, no later than 1:00 P.M. (New York City time) on such borrowing date, make such funds available to Borrower at Borrower's account as shall be designated by it to the Agent from time to time. As soon as practicable after each borrowing date, the Agent shall notify each Bank of the aggregate amount of CAF Loans advanced on such borrowing date and the respective maturity dates thereof.
(h) Borrower shall repay to the Agent for the account of each Bank that has made a CAF Loan (or the CAF Loan Assignee in respect thereof, as the case may be) on the maturity date of each CAF Loan (such maturity date being that specified by Borrower for repayment of such CAF Loan in the related Competitive Bid Request) the then unpaid principal amount of such CAF Loan. Borrower shall not have the right to prepay any principal amount of any CAF Loan.
(i) All notices required by this Section 2.02 3.02 shall be made in accordance with Section 8.01.11.02 hereof; provided, however, that each request or notice required to be made under Section 3.02(a) or 3.02
Appears in 1 contract
Sources: Revolving Credit and Competitive Advance Facilities Agreement (Reliant Energy Inc)
Competitive Bid Procedure. (a) In order to request Competitive Bidsa CAF Loan, the Company Borrower shall hand deliver or deliver by facsimile to the Administrative Agent a duly completed Competitive Bid Request written notice in the form of Exhibit A-1 hereto3.02-A, attached hereto (a "Competitive Bid Request"), to be received by the Administrative Agent (i) in the case of Eurodollar Loanseach CAF LIBOR Rate Loan, not later than 10:00 a.m. 3:00 P.M. (New York City time), four five (5) Business Days before a proposed Competitive Borrowing, the borrowing date specified for such CAF LIBOR Rate Loan and (ii) in the case of each Fixed Rate Loans, not later than 12:00 noon New York time, one Business Day before a proposed Competitive Borrowing. No CD Loan or Alternate Base Loan shall be requested by the Company in a Competitive Bid Request. Competitive Bid Requests that do not conform substantially to the format of Exhibit A-1 shall be rejected and the Administrative Agent shall notify the Company of such rejection by telephone or facsimile (i) in the case of Eurodollar LoansLoan, not later than 11:00 a.m. A.M. (New York time on City time), two (2) Business Days before the borrowing date of receipt or (ii) in the case of specified for such Fixed Rate Loans, not later than 1:00 p.m. New York time on the date of receiptLoan. Each Competitive Bid Requests Request shall in each case refer to this Agreement and specify (x) whether the Loans then being requested are to be Eurodollar Loans or Fixed Rate Loans, (yi) the date of Borrowing of such CAF Loans (which shall be a Business Day), (ii) and the aggregate principal amount thereof thereof, (which iii) whether the CAF Loans then being requested are to be CAF LIBOR Rate Loans or Fixed Rate Loans, (iv) the maturity date for each CAF Loan requested to be made and (v) the interest payment dates for each CAF Loan requested to be made. The Agent shall not be less than promptly notify each Bank by telex or facsimile transmission of the contents of each Competitive Bid Request received by it. Each Competitive Bid Request may solicit bids for CAF Loans in an aggregate principal amount of $25,000,000 and shall be 10,000,000 or an integral multiple of $5,000,000), 1,000,000 in excess thereof and for not more than three alternative maturity dates for such CAF Loans. The maturity date for each CAF Loan shall be not less than seven (z7) the Interest Period with respect thereto days nor more than two hundred seventy (which may not end 270) days after the Maturity applicable date of CAF Borrowing (and in any event shall not extend beyond the Termination Date). Not later than (i) in On each date on which the case of Eurodollar Loans, 12:00 noon New York time on Borrower delivers to the date of receipt or (ii) in the case of Fixed Rate Loans, 3:00 p.m. New York time on the date of receipt by the Administrative Agent of a Competitive Bid Request, the Administrative Agent shall invite by facsimile the Banks Borrower agrees to bid, on the terms and conditions of this Agreement, to make Competitive Loans pursuant pay to the Competitive Bid RequestAgent, solely for the account of the Agent, a non-refundable fee in the amount of $3,500.
(b) Each Bank may, in its sole discretion, irrevocably offer to make one or more Competitive Bids CAF Loans to the Company Borrower responsive to the each Competitive Bid RequestRequest from Borrower. Each Competitive Bid Any such irrevocable offer by a Bank must be received by the Administrative Agent via facsimile Agent, in the form of Exhibit 3.02-B heretohereto (a "Competitive Bid"), (i) in the case of Euro dollar Loanseach CAF LIBOR Rate Loan, not later than 9:30 a.m. 10:30 A.M. (New York City time), three four (4) Business Days before a proposed Competitive Borrowing or the borrowing date specified for such CAF LIBOR Rate Loan and (ii) in the case of each Fixed Rate LoansLoan, not later than 9:30 a.m. A.M. (New York City time, ) on the day of a proposed Competi tive Borrowingborrowing date specified for such Fixed Rate Loan. Competitive Bids that do not conform precisely substantially to the format of Exhibit 3.02-B may be rejected by the Company Agent after conferring with, and upon notice to the Administrative Agent instruction of, Borrower, and the Administrative Agent shall notify the Bank of such rejection by facsimile as soon as practicable after receipt from the Company of a notification of rejectionpracticable. Each Competitive Bid shall refer to this Agreement and (i) specify (x) the maximum principal amount of CAF Loans for each maturity date (which shall be in an aggregate principal amount not less than $5,000,000 or an integral multiple of $5,000,0001,000,000 in excess thereof and which may equal, but not exceed, the principal amount requested for such maturity date by Borrower) and the aggregate maximum principal amount of the Competitive Loan CAF Loans for all maturity dates (which amount, with respect to any Bank, may exceed such Bank's Commitment) that the Bank is willing to make to the Company Borrower; and (yii) specify the Yield CAF Rate at which the Bank is prepared to make the Competitive each such CAF Loan. A Competitive Bid submitted by a Bank pursuant to this para graph (bSection 3.02(b) shall be irrevocable.
(c) The Administrative Agent shall notify the Company by facsimile (i) in the case of Eurodollar Loanseach CAF LIBOR Rate Loan, not later than 10:00 a.m. 11:00 A.M. (New York City time, ) three (3) Business Days before a proposed Competitive Borrowing or the borrowing date specified for such CAF LIBOR Rate Loan and (ii) in the case of each Fixed Rate LoansLoan, not later than 10:00 a.m. A.M. (New York City time, ) on the day borrowing date specified for such Fixed Rate Loan, notify Borrower in writing of a proposed Competitive Borrowing of all the number of Competitive Bids mademade (arranging each such bid in ascending interest rate order), and the Yield CAF Rate or Rates and the maximum principal amount of each Competitive CAF Loan in respect of which a Competitive Bid was made made, and the identity of the Bank making that made each bid. The Agent shall send a copy of all Competitive Bids to Borrower for its records as soon as practicable after completion of the bidding process set forth in this Section 3.02.
(d) The Company Borrower may in its sole and absolute discretion, subject only to the provisions of this para graphSection 3.02(d), accept or reject any Competitive Bid referred to in paragraph Section 3.02(c); provided, however, that the aggregate amount of Borrower's Competitive Bids so accepted by Borrower may not exceed the lesser of (ci) abovethe principal amount of the CAF Borrowing requested by Borrower or (ii) the amount of the Commitments less the aggregate principal amount of Committed Loans, Swing Loans and CAF Loans made to Borrower and outstanding at such time after giving effect to the application of the proceeds of such CAF Borrowing on the borrowing date therefor. The Company Borrower shall notify the Adminis trative Agent by facsimile or telephone in writing whether and to what extent it has decided to accept or reject any of or all of the bids referred to in paragraph Section 3.02(c) by delivering to the Agent a written notice in the form of Exhibit 3.02-C hereto (c) abovea "Competitive Bid Confirmation"), (i) in the case of Eurodollar Loanseach CAF LIBOR Rate Loan, not later than 11:00 a.m. 1:00 P.M. (New York City time), three (3) Business Days before a proposed Competitive Borrowing or the borrowing date specified for such CAF LIBOR Rate Loan and (ii) in the case of each Fixed Rate LoansLoan, not later than 11:00 a.m. A.M. (New York City time, ) on the day borrowing date specified for such Fixed Rate Loan, which Competitive Bid Confirmation shall specify the principal amount of a proposed Competi tive BorrowingCAF Loans for each relevant maturity date to be made by each such bidding Bank (which amount for each such maturity date shall be equal to or less than the maximum amount for such maturity date specified in the Competitive Bid of such Bank, and for all maturity dates included in such Competitive Bid shall be equal to or less than the aggregate maximum amount specified in such Competitive Bid for all such maturity dates); provided, however, that (xA) the Company failure by Borrower to so deliver a Competitive Bid Confirmation shall be deemed to be a rejection of all the bids referred to in Section 3.02(c); (B) Borrower shall not accept a bid made at any Yield a particular CAF Rate for a particular maturity if the Company Borrower has decided to reject a bid made at a lower Yield, CAF Rate for such maturity; (yC) if the Company declines to borrow, or it is Borrower shall accept bids made at a particular CAF Rate for a particular maturity but shall be restricted by other conditions hereof from borrowing, borrowing the maximum principal amount of Competitive CAF Loans in respect of which bids at such Yield CAF Rate have been made, then the Company Borrower shall accept a pro rata portion of each bid made at the same Yield, such CAF Rate based as nearly as possible on the ratio of the respective maximum aggregate principal amounts of CAF Loans offered to be made by the relevant Banks pursuant to such bids; and (D) no bid shall be accepted for a CAF Loan by any Bank unless such CAF Loan is in an aggregate principal amount not less than $5,000,000 or an integral multiple of $1,000,000 in excess thereof. Notwithstanding the foregoing, if it is necessary for Borrower to accept a pro rata allocation of the bids made in response to a Competitive Loans for which each such bid was made Bid Request (provided that if whether pursuant to the events specified in clause (C) above or otherwise) and the available principal amount of Competitive CAF Loans to be so allocated among the Banks is not sufficient to enable Competitive CAF Loans to be so allocated to each such Bank in an aggregate principal amount not less than $5,000,000 or in integral multiples of $5,000,0001,000,000 in excess thereof, then the Company shall Borrower shall, subject to clause (D) above, select which the Banks will to be allocated such Competitive CAF Loans and will shall round allocations up or down to the next higher or lower multiple of $5,000,000 1,000,000 as it shall deem appropriate), and (z) no bid ; provided that the allocations among the Banks to be allocated such CAF Loans shall be accepted for a made pro rata based as nearly as possible on the respective maximum principal amounts of CAF Loans offered to be made by such Banks. The Competitive Loan unless the amount of such Competitive Loan is an integral multiple of $5,000,000 and is part of a Competitive Borrowing in a minimum principal amount of $25,000,000. A notice Bid Confirmation given by the Company Borrower pursuant to this paragraph (dSection 3.02(d) shall be irrevocable.
(e) The Administrative Upon receipt by the Agent from the Reference Bank of the LIBOR Rate applicable to any CAF LIBOR Rate Loan to be made by any Bank pursuant to a Competitive Bid that has been accepted by Borrower pursuant to Section 3.02, the Agent shall notify the Banks whose Competitive Bids have been accepted such Bank of the terms (in what amount and at what Yield) of such acceptance by telephone promptly upon receipt of notice from the Company pursuant to paragraph (d) of this Section 2.02, and each successful bidder will thereupon become bound, subject to the other applicable conditions hereof, to make the Competitive Loan in respect of which its offer has been accepted. Each Bank so bound shall notify the Adminis trative Agent upon making the Competitive LoanLIBOR Rate.
(f) The Company shall not make more than four Competitive Bid Requests during any 30-day period.
(g) If the Administrative Agent shall at any time elect to submit a Competitive Bid in its capacity as a Bank, it shall submit such bid directly to the Company Borrower by (i) in the case of Eurodollar Loansa CAF LIBOR Rate Loan, at least one hour earlier or not later than 10:15 A.M. (New York City time), and (ii) in the case of a Fixed Rate LoansLoan, at least 15 minutes earlier not later than 9:15 A.M. (New York City time), in each case, on the latest time at Business Day on which the other Banks are required to submit their bids to the Administrative Agent pursuant to Sec tion 2.02(b)Section 3.02(b) above.
(g) If Borrower accepts pursuant to Section 3.02(d) one or more of the offers made by any Bank or Banks, the Agent shall promptly notify each Bank that has made such an offer of the aggregate amount of such CAF Loans to be made on such borrowing date for each maturity date and of the acceptance or rejection of any offers to make such CAF Loans made by such Bank. Each Bank that is to make a CAF Loan shall, before 12:00 Noon (New York City time) on the borrowing date specified in the Competitive Bid Request applicable thereto, make available to the Agent at its office set forth in Section 11.02 the amount of CAF Loans to be made by such Bank, in immediately available funds. The Agent shall, no later than 1:00 P.M. (New York City time) on such borrowing date, make such funds available to Borrower at the Agents aforesaid address. As soon as practicable after each borrowing date, the Agent shall notify each Bank of the aggregate amount of CAF Loans advanced on such borrowing date and the respective maturity dates thereof.
(h) Borrower shall repay to the Agent for the account of each Bank that has made a CAF Loan (or the CAF Loan Assignee in respect thereof, as the case may be) on the maturity date of each CAF Loan (such maturity date being that specified by Borrower for repayment of such CAF Loan in the related Competitive Bid Request) the then unpaid principal amount of such CAF Loan. Borrower shall not have the right to prepay any principal amount of any CAF Loan.
(i) All notices required by this Section 2.02 3.02 shall be made in accordance with Section 8.01.11.02 hereof; provided, however, that each request or notice required to be made under Section 3.02(a) or 3.02
Appears in 1 contract
Sources: Revolving Credit Agreement (Reliant Energy Resources Corp)
Competitive Bid Procedure. (a) In order to request Competitive Bidsa CAF Loan, the Company Borrower shall hand deliver or deliver by facsimile to the Administrative Agent a duly completed Competitive Bid Request written notice in the form of Exhibit A-1 hereto3.2-A, attached hereto (a "Competitive Bid Request"), to be received by the Administrative Agent (i) in the case of Eurodollar Loanseach CAF LIBOR Rate Loan, not later than 10:00 a.m. 3:00 P.M. (New York City time), four (4) Business Days before a proposed Competitive Borrowing, the Borrowing Date specified for such CAF LIBOR Rate Loan and (ii) in the case of each Fixed Rate Loans, not later than 12:00 noon New York time, one Business Day before a proposed Competitive Borrowing. No CD Loan or Alternate Base Loan shall be requested by the Company in a Competitive Bid Request. Competitive Bid Requests that do not conform substantially to the format of Exhibit A-1 shall be rejected and the Administrative Agent shall notify the Company of such rejection by telephone or facsimile (i) in the case of Eurodollar LoansLoan, not later than 11:00 a.m. A.M. (New York time on City time), one (1) Business Day before the date of receipt or (ii) in the case of Borrowing Date specified for such Fixed Rate Loans, not later than 1:00 p.m. New York time on the date of receiptLoan. Each Competitive Bid Requests Request shall in each case refer to this Agreement and specify (x) whether the Loans then being requested are to be Eurodollar Loans or Fixed Rate Loans, (yi) the date of Borrowing of such CAF Loans (which shall be a Business Day), (ii) and the aggregate principal amount thereof thereof, (which iii) whether the CAF Loans then being requested are to be CAF LIBOR Rate Loans or Fixed Rate Loans, (iv) the maturity date for each CAF Loan requested to be made and (v) the interest payment dates for each CAF Loan requested to be made. The Administrative Agent shall not be less than promptly notify each Bank by telex or facsimile transmission of the contents of each Competitive Bid Request received by it. Each Competitive Bid Request may solicit bids for CAF Loans in an aggregate principal amount of $25,000,000 and shall be 5,000,000 or an integral multiple of $5,000,000), 1,000,000 in excess thereof and (z) the Interest Period with respect thereto (which may for not end more than three alternative maturity dates for such CAF Loans. The maturity date for each CAF Loan shall be not less than 15 days nor more than 180 days after the applicable date of CAF Borrowing (and in any event shall not extend beyond the Revolving Loan Maturity Date). Not later than (i) in the case of Eurodollar Loans, 12:00 noon New York time on the date of receipt or (ii) in the case of Fixed Rate Loans, 3:00 p.m. New York time on the date of receipt by the Administrative Agent of a Competitive Bid Request, the Administrative Agent shall invite by facsimile the Banks to bid, on the terms and conditions of this Agreement, to make Competitive Loans pursuant to the Competitive Bid Request.
(b) Each Bank may, in its sole discretion, irrevocably offer to make one or more Competitive Bids CAF Loans to the Company Borrower responsive to the each Competitive Bid RequestRequest from the Borrower. Each Competitive Bid Any such irrevocable offer by a Bank must be received by the Administrative Agent via facsimile Agent, in the form of Exhibit 3.2-B heretohereto (a "Competitive Bid"), (i) in the case of Euro dollar Loanseach CAF LIBOR Rate Loan, not later than 9:30 a.m. 10:30 A.M. (New York City time), three (3) Business Days before a proposed Competitive the Borrowing or Date specified for such CAF LIBOR Rate Loan and (ii) in the case of each Fixed Rate LoansLoan, not later than 9:30 a.m. A.M. (New York City time, ) on the day of a proposed Competi tive BorrowingBorrowing Date specified for such Fixed Rate Loan. Competitive Bids that do not conform precisely substantially to the format of Exhibit 3.2-B may be rejected by the Company upon notice to the Administrative Agent after conferring with, and upon the instruction of, the Borrower, and the Administrative Agent shall notify the Bank of such rejection by facsimile as soon as practicable after receipt from the Company of a notification of rejectionpracticable. Each Competitive Bid shall refer to this Agreement and (i) specify (x) the maximum principal amount of CAF Loans for each maturity date (which shall be in an aggregate principal amount not less than $5,000,000 or an integral multiple of $5,000,0001,000,000 in excess thereof and which may equal, but not exceed, the principal amount requested for such maturity date by the Borrower) and the aggregate maximum principal amount of the Competitive Loan CAF Loans for all maturity dates (which amount, with respect to any Bank, may exceed such Bank's Commitment) that the Bank is willing to make to the Company Borrower, and (yii) specify the Yield CAF Rate at which the Bank is prepared to make the Competitive each such CAF Loan. A Competitive Bid submitted by a Bank pursuant to this para graph (bSection 3.2(b) shall be irrevocableirrevocable absent manifest error.
(c) The Administrative Agent shall notify the Company by facsimile (i) in the case of Eurodollar Loanseach CAF LIBOR Rate Loan, not later than 10:00 a.m. 11:00 A.M. (New York City time, ) three (3) Business Days before a proposed Competitive the Borrowing or Date specified for such CAF LIBOR Rate Loan and (ii) in the case of each Fixed Rate LoansLoan, not later than 10:00 a.m. A.M. (New York City time, ) on the day Borrowing Date specified for such Fixed Rate Loan, notify the Borrower in writing of a proposed Competitive Borrowing of all the number of Competitive Bids mademade (arranging each such bid in ascending interest rate order), and the Yield CAF Rate or Rates and the maximum principal amount of each Competitive CAF Loan in respect of which a Competitive Bid was made made, and the identity of the Bank making that made each bid. The Administrative Agent shall send a copy of all Competitive Bids to the Borrower for its records as soon as practicable after completion of the bidding process set forth in this Section 3.2.
(d) The Company Borrower may in its sole and absolute discretion, subject only to the provisions of this para graphSection 3.2(d), accept or reject any Competitive Bid referred to in paragraph Section 3.2(c); provided, however, that the aggregate amount of the Competitive Bids for CAF Loans so accepted by the Borrower may not exceed the lesser of (ci) abovethe principal amount of the applicable CAF Borrowing requested by the Borrower in respect thereof and (ii) the amount of the Revolving Commitments less the Total Aggregate Outstanding Extensions of Credit then outstanding, after giving effect to the application of the proceeds of such respective CAF Borrowing on the Borrowing Date therefor. The Company Borrower shall notify the Adminis trative Administrative Agent by facsimile or telephone in writing whether and to what extent it has decided to accept or reject any of or all of the bids referred to in paragraph Section 3.2(c) by delivering to the Administrative Agent a written notice in the form of Exhibit 3.2-2 hereto (c) abovea "Competitive Bid Confirmation"), (i) in the case of Eurodollar Loanseach CAF LIBOR Rate Loan, not later than 11:00 a.m. 1:00 P.M. (New York City time), three (3) Business Days before a proposed Competitive the Borrowing or Date specified for such CAF LIBOR Rate Loan and (ii) in the case of each Fixed Rate LoansLoan, not later than 11:00 a.m. A.M. (New York City time, ) on the day Borrowing Date specified for such Fixed Rate Loan, which Competitive Bid Confirmation shall specify the principal amount of a proposed Competi tive BorrowingCAF Loans for each relevant maturity date to be made by each such bidding Bank (which amount for each such maturity date shall be equal to or less than the maximum amount for such maturity date specified in the Competitive Bid of such Bank, and for all maturity dates included in such Competitive Bid in respect thereof shall be equal to or less than the aggregate maximum amount specified in such Competitive Bid for all such maturity dates); provided, however, that (xA) the Company failure by the Borrower to so deliver a Competitive Bid Confirmation by the specified time shall be deemed to be a rejection of all the bids referred to in Section 3.2(c) for the related Competitive Bid Request; (B) the Borrower shall not accept a bid made at any Yield a particular CAF Rate for a particular maturity if the Company Borrower has decided to reject a bid made at a lower Yield, CAF Rate for such maturity; (yC) if the Company declines to borrow, or it is Borrower shall accept bids made at a particular CAF Rate for a particular maturity but shall be restricted by other conditions hereof from borrowing, borrowing the maximum principal amount of Competitive CAF Loans in respect of which bids at such Yield CAF Rate have been made, then the Company Borrower shall accept a pro rata portion of each bid made at the same Yield, such CAF Rate based as nearly as possible on the ratio of the respective maximum aggregate principal amounts of CAF Loans offered to be made by the relevant Banks pursuant to such bids; and (D) no bid shall be accepted for a CAF Loan by any Bank unless such CAF Loan is in an aggregate principal amount not less than $5,000,000 or an integral multiple of $1,000,000 in excess thereof. Notwithstanding the foregoing, if it is necessary for the Borrower to accept a pro rata allocation of the bids made in response to a Competitive Loans for which each such bid was made Bid Request (provided that if whether pursuant to the events specified in clause (C) above or otherwise) and the available principal amount of Competitive CAF Loans to be so allocated among the Banks is not sufficient to enable Competitive CAF Loans to be so allocated to each such Bank in an aggregate principal amount not less than $5,000,000 or in integral multiples of $5,000,0001,000,000 in excess thereof, then the Company shall Borrower shall, subject to clause (D) above, select which the Banks will to be allocated such Competitive CAF Loans and will shall round allocations up or down to the next higher or lower multiple of $5,000,000 1,000,000 as it shall deem appropriate), and (z) no bid ; provided that the allocations among the Banks to be allocated such CAF Loans shall be accepted for a made pro rata based as nearly as possible on the respective maximum principal amounts of CAF Loans offered to be made by such Banks. The Competitive Loan unless the amount of such Competitive Loan is an integral multiple of $5,000,000 and is part of a Competitive Borrowing in a minimum principal amount of $25,000,000. A notice Bid Confirmation given by the Company Borrower pursuant to this paragraph (dSection 3.2(d) shall be irrevocable.
(e) The Upon receipt from the Administrative Agent of the LIBOR Rate applicable to any CAF LIBOR Rate Loan to be made by any Bank pursuant to a Competitive Bid that has been accepted by the Borrower pursuant to Section 3.2, the Administrative Agent shall notify the Banks whose Competitive Bids have been accepted such Bank of the terms (in what amount and at what Yield) of such acceptance by telephone promptly upon receipt of notice from the Company pursuant to paragraph (d) of this Section 2.02, and each successful bidder will thereupon become bound, subject to the other applicable conditions hereof, to make the Competitive Loan in respect of which its offer has been accepted. Each Bank so bound shall notify the Adminis trative Agent upon making the Competitive LoanLIBOR Rate.
(f) The Company shall not make more than four Competitive Bid Requests during any 30-day period.
(g) If the Administrative Agent shall at any time elect to submit a Competitive Bid in its capacity as a Bank, it shall submit such bid directly to the Company Borrower by (i) in the case of Eurodollar Loansa CAF LIBOR Rate Loan, at least one hour earlier or not later than 10:15 A.M. (New York City time), and (ii) in the case of a Fixed Rate LoansLoan, at least 15 minutes earlier not later than 9:15 A.M. (New York City time), in each case, on the latest time at Business Day on which the other Banks are required to submit their bids to the Administrative Agent pursuant to Sec tion 2.02(b)Section 3.2(b) above.
(g) If the Borrower accepts pursuant to Section 3.2(d) one or more of the offers made by any Bank or Banks, the Administrative Agent shall promptly notify each Bank that has made such an offer of the aggregate amount of such CAF Loans to be made on the Borrowing Date for each maturity date and of the acceptance or rejection of any offers to make such CAF Loans made by such Bank. Each Bank that is to make a CAF Loan shall, before 12:00 Noon (New York City time) on the Borrowing Date specified in the Competitive Bid Request applicable thereto, make available to the Administrative Agent at its office set forth in Section 11.2 the amount of CAF Loans to be made by such Bank, in immediately available funds. The Administrative Agent shall, no later than 1:00 P.M. (New York City time) on such Borrowing Date, make such funds available to the Borrower at the Borrower's account as shall be designated by it to the Administrative Agent from time to time. As soon as practicable after each Borrowing Date, the Administrative Agent shall notify each Bank of the aggregate amount of CAF Loans advanced on such Borrowing Date and the respective maturity dates thereof.
(h) The Borrower shall repay to the Administrative Agent for the account of each Bank that has made a CAF Loan (or the CAF Loan Assignee in respect thereof, as the case may be) on the maturity date of each CAF Loan (such maturity date being that specified by the Borrower for repayment of such CAF Loan in the related Competitive Bid Request) the then unpaid principal amount of such CAF Loan. Except as set forth in Sections 5.5(c) and 5.7(c), the Borrower shall not, without the consent of the relevant Bank, have the right to prepay any principal amount of any CAF Loan.
(i) All notices required by this Section 2.02 3.2 shall be made in accordance with Section 8.0111.2 hereof; provided, however, that each request or notice required to be made under Section 3.2(a) or 3.2(d) by the Borrower may be made by the giving of telephone notice to the Administrative Agent that is promptly confirmed by delivery of a notice in writing (in substantially the form of Exhibit 3.2-A or Exhibit 3.2-C, as the case may be) to the Administrative Agent.
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Competitive Bid Procedure. (a) In order to request Competitive Bidsa CAF Loan, the Company Borrower shall hand deliver or deliver by facsimile to the Administrative Agent a duly completed Competitive Bid Request written notice in the form of Exhibit A-1 heretoB-1, attached hereto (a "Competitive Bid Request"), to be received by the Administrative Agent (i) in the case of Eurodollar Loanseach CAF LIBOR Rate Loan, not later than 10:00 a.m. 3:00 P.M. (New York City time), four (4) Business Days before a proposed Competitive Borrowing, the borrowing date specified for such CAF LIBOR Rate Loan and (ii) in the case of each Fixed Rate Loans, not later than 12:00 noon New York time, one Business Day before a proposed Competitive Borrowing. No CD Loan or Alternate Base Loan shall be requested by the Company in a Competitive Bid Request. Competitive Bid Requests that do not conform substantially to the format of Exhibit A-1 shall be rejected and the Administrative Agent shall notify the Company of such rejection by telephone or facsimile (i) in the case of Eurodollar LoansLoan, not later than 11:00 a.m. A.M. (New York time on City time), one (1) Business Day before the borrowing date of receipt or (ii) in the case of specified for such Fixed Rate Loans, not later than 1:00 p.m. New York time on the date of receiptLoan. Each Competitive Bid Requests Request shall in each case refer to this Agreement and specify (x) whether the Loans then being requested are to be Eurodollar Loans or Fixed Rate Loans, (yi) the date of Borrowing of such CAF Loans (which shall be a Business Day), (ii) and the aggregate principal amount thereof thereof, (which iii) whether the CAF Loans then being requested are to be CAF LIBOR Rate Loans or Fixed Rate Loans, (iv) the maturity date for each CAF Loan requested to be made and (v) the interest payment dates for each CAF Loan requested to be made. The Agent shall not be less than promptly notify each Bank by telex or facsimile transmission of the contents of each Competitive Bid Request received by it. Each Competitive Bid Request may solicit bids for CAF Loans in an aggregate principal amount of $25,000,000 and shall be 5,000,000 or an integral multiple of $5,000,000), 1,000,000 in excess thereof and (z) the Interest Period with respect thereto (which may for not end more than three 35 30 alternative maturity dates for such CAF Loans. The maturity date for each CAF Loan shall be not less than 15 days nor more than 180 days after the Maturity applicable date of CAF Borrowing (and in any event shall not extend beyond the Termination Date). Not later than (i) in the case of Eurodollar Loans, 12:00 noon New York time on the date of receipt or (ii) in the case of Fixed Rate Loans, 3:00 p.m. New York time on the date of receipt by the Administrative Agent of a Competitive Bid Request, the Administrative Agent shall invite by facsimile the Banks to bid, on the terms and conditions of this Agreement, to make Competitive Loans pursuant to the Competitive Bid Request.
(b) Each Bank may, in its sole discretion, irrevocably offer to make one or more Competitive Bids CAF Loans to the Company Borrower responsive to the each Competitive Bid RequestRequest from the Borrower. Each Competitive Bid Any such irrevocable offer by a Bank must be received by the Administrative Agent via facsimile Agent, in the form of Exhibit B heretoB-2 hereto (a "Competitive Bid"), (i) in the case of Euro dollar Loanseach CAF LIBOR Rate Loan, not later than 9:30 a.m. 10:30 A.M. (New York City time), three (3) Business Days before a proposed Competitive Borrowing or the borrowing date specified for such CAF LIBOR Rate Loan and (ii) in the case of each Fixed Rate LoansLoan, not later than 9:30 a.m. A.M. (New York City time, ) on the day of a proposed Competi tive Borrowingborrowing date specified for such Fixed Rate Loan. Competitive Bids that do not conform precisely substantially to the format of Exhibit B B-1 may be rejected by the Company Agent after conferring with, and upon notice to the Administrative Agent instruction of, the Borrower, and the Administrative Agent shall notify the Bank of such rejection by facsimile as soon as practicable after receipt from the Company of a notification of rejectionpracticable. Each Competitive Bid shall refer to this Agreement and (i) specify (x) the maximum principal amount of CAF Loans for each maturity date (which shall be in an aggregate principal amount not less than $5,000,000 or an integral multiple of $5,000,0001,000,000 in excess thereof and which may equal, but not exceed, the principal amount requested for such maturity date by the Borrower) and the aggregate maximum principal amount of the Competitive Loan CAF Loans for all maturity dates (which amount, with respect to any Bank, may exceed such Bank's Commitment) that the Bank is willing to make to the Company Borrower; and (yii) specify the Yield CAF Rate at which the Bank is prepared to make the Competitive each such CAF Loan. A Competitive Bid submitted by a Bank pursuant to this para graph (bSection 3.2(b) shall be irrevocableirrevocable absent manifest error.
(c) The Administrative Agent shall notify the Company by facsimile (i) in the case of Eurodollar Loanseach CAF LIBOR Rate Loan, not later than 10:00 a.m. 11:00 A.M. (New York City time, ) three (3) Business Days before a proposed Competitive Borrowing or the borrowing date specified for such CAF LIBOR Rate Loan and (ii) in the case of each Fixed Rate LoansLoan, not later than 10:00 a.m. A.M. (New York City time, ) on the day borrowing date specified for such Fixed Rate Loan, notify the Borrower in writing of a proposed Competitive Borrowing of all the number of Competitive Bids mademade (arranging each such bid in ascending interest rate order), and the Yield CAF Rate or CAF Rates and the maximum principal amount of each Competitive CAF Loan in respect of which a Competitive Bid was made made, and the identity of the Bank making that made each bid. The Agent shall send a copy of all Competitive Bids to the Borrower for its records as soon as practicable after completion of the bidding process set forth in this Section 3.2.
(d) The Company Borrower may in its sole and absolute discretion, subject only to the provisions of this para graphSection 3.2(d), accept or reject any Competitive Bid referred to in paragraph Section 3.2(c); provided, however, that the aggregate amount of the Competitive Bids for CAF Loans so accepted by the Borrower may not exceed the lesser of (ci) abovethe principal amount of the applicable CAF Borrowing requested by the Borrower in respect thereof and (ii) the amount of the Commitments less the sum of (A) the aggregate principal amount of Committed Loans and CAF Loans and (B) the L/C Obligations then outstanding, after giving effect to the application of the proceeds of such respective CAF Borrowing on the borrowing date therefor. The Company Borrower shall notify the Adminis trative Agent by facsimile or telephone in writing whether and to what extent it has decided to accept or reject any of or all of the bids referred to in paragraph (cSection 3.2(c) above, (i) by delivering to the Agent a written notice in the case form of Eurodollar Loans, not later than 11:00 a.m. New York time, three Business Days before a proposed Competitive Borrowing or (ii) in the case of Fixed Rate Loans, not later than 11:00 a.m. New York time, on the day of a proposed Competi tive Borrowing; provided, however, that (x) the Company shall not accept a bid made at any Yield if the Company has decided to reject a bid made at a lower Yield, (y) if the Company declines to borrow, or it is restricted by other conditions hereof from borrowing, the maximum principal amount of Competitive Loans in respect of which bids at such Yield have been made, then the Company shall accept a pro rata portion of each bid made at the same Yield, based as nearly as possible on the ratio of the maximum aggregate principal amounts of Competitive Loans for which each such bid was made (provided that if the available principal amount of Competitive Loans to be so allocated is not sufficient to enable Competitive Loans to be so allocated to each such Bank in integral multiples of $5,000,000, the Company shall select which Banks will be allocated such Competitive Loans and will round allocations up or down to the next higher or lower multiple of $5,000,000 as it shall deem appropriate), and (z) no bid shall be accepted for a Competitive Loan unless the amount of such Competitive Loan is an integral multiple of $5,000,000 and is part of a Competitive Borrowing in a minimum principal amount of $25,000,000. A notice given by the Company pursuant to this paragraph (d) shall be irrevocable.36 31
(e) The Administrative Upon receipt from the Agent of the LIBOR Rate applicable to any CAF LIBOR Rate Loan to be made by any Bank pursuant to a Competitive Bid that has been accepted by the Borrower pursuant to Section 3.2, the Agent shall notify the Banks whose Competitive Bids have been accepted such Bank of the terms (in what amount and at what Yield) of such acceptance by telephone promptly upon receipt of notice from the Company pursuant to paragraph (d) of this Section 2.02, and each successful bidder will thereupon become bound, subject to the other applicable conditions hereof, to make the Competitive Loan in respect of which its offer has been accepted. Each Bank so bound shall notify the Adminis trative Agent upon making the Competitive LoanLIBOR Rate.
(f) The Company shall not make more than four Competitive Bid Requests during any 30-day period.
(g) If the Administrative Agent shall elect to submit a Competitive Bid in its capacity as a Bank, it shall submit such bid to the Company (i) in the case of Eurodollar Loans, at least one hour earlier or (ii) in the case of Fixed Rate Loans, at least 15 minutes earlier than the latest time at Day on which the other Banks are required to submit their bids to the Administrative Agent pursuant to Sec tion 2.02(bSection 3.2(b) above.
(g) If the Borrower accepts pursuant to Section 3.2(d) one or more of the offers made by any Bank or Banks, the Agent shall promptly notify each Bank that has made such an offer of the aggregate amount of such CAF Loans to be made on the borrowing date for each maturity date and of the acceptance or rejection of any offers to make such CAF Loans made by such Bank. Each Bank that is to make a CAF Loan shall, before 12:00 Noon (New York City time) on the borrowing date specified in the Competitive Bid Request applicable thereto, make available to the Agent at its office set forth in Section 11.2 the amount of CAF Loans to be made by such Bank, in immediately available funds. The Agent shall, no later than 1:00 P.M. (New York City time), make available to the Borrower the proceeds of the CAF Loans received by the Agent hereunder by crediting such account of the Borrower with the Agent as the Borrower shall from time to time designate. As soon as practicable after each borrowing date, the Agent shall notify each Bank of the aggregate amount of CAF Loans advanced on such borrowing date and the respective maturity dates thereof.
(h) The Borrower shall repay to the Agent for the account of each Bank that has made a CAF Loan (or the CAF Loan Assignee in respect thereof, as the case may be) on the maturity date of each CAF Loan (such maturity date being that specified by the Borrower for repayment of such CAF Loan in the related Competitive Bid Request) the then unpaid principal amount of such CAF Loan. The Borrower shall not have the right to prepay any principal amount of any CAF Loan.
(i) All notices required by this Section 2.02 3.2 shall be made in accordance with Section 8.0111.2 hereof; provided, however, that each request or notice required to be made under Section 3.2(a) or 3.2(d) by the Borrower may be made by the giving of telephone notice to the Agent that is promptly confirmed by delivery of a notice in writing (in substantially the form of Exhibit B-1 or Exhibit B-3, as the case may be) to the Agent.
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