Issuance. Each Issuer hereby agrees, on the terms and conditions set forth in this Agreement, to issue Letters of Credit and to renew, extend, increase, decrease or otherwise modify Letters of Credit (“Modify,” and each such action a “Modification”), from time to time from and including the date of this Agreement and prior to the Letter of Credit Maturity Date upon the request of the Parent and for the account of any Borrower; provided that a Letter of Credit shall be issued or Modified only if (and upon each issuance or Modification the Relevant Borrower shall be deemed to represent and warrant that) before and after giving effect to such issuance or Modification (i) the LC Exposure shall not exceed the Letter of Credit Sublimit, (ii) the Dollar Equivalent Amount of the Total Revolving Credit Exposure and Competitive Bid Loans then outstanding shall not exceed the Total Revolving Credit Commitment (either as in effect on the date of such issuance or Modification or, if the Revolving Credit Maturity Date has been extended pursuant to Section 4.01 and the expiration of such Letter of Credit (as Modified, if applicable) would occur after the Revolving Credit Maturity Date without giving effect to such extension, as the Total Revolving Credit Commitment is scheduled to be in effect immediately following the expiry of the Commitment of any Lender which is a Nonextending Lender relative to such extension), (iii) the Dollar Equivalent Amount of the Issuer Exposure of the applicable Issuer shall not exceed the Dollar Equivalent Amount of its Issuer Commitment and (iv) the Dollar Equivalent Amount of the Revolving Credit Exposure of any Lender shall not exceed the Dollar Equivalent Amount of the Revolving Credit Committed Amount of such Lender. Each Letter of Credit shall be denominated in a Designated Currency and shall be in a form satisfactory to the Issuer. No Letter of Credit shall have an expiry date later than the fifth Business Day prior to the Revolving Credit Maturity Date (such day, the “Letter of Credit Maturity Date”). Notwithstanding the foregoing, no Issuer shall be under any obligation to issue any Letter of Credit if any order, judgment or decree of any Governmental Authority or other regulatory body with jurisdiction over such Issuer shall purport by its terms to enjoin or restrain such Issuer from issuing such Letter of Credit, or any law or governmental rule, regulation, policy, guideline or directive (whether or not having the force of law) from any governmental authority or other regulatory body with jurisdiction over such Issuer shall prohibit, or request that such Issuer refrain from, the issuance of such Letter of Credit in particular or shall impose upon such Issuer with respect to any Letter of Credit any restriction or reserve or capital requirement (for which such Issuer is not otherwise compensated) or any unreimbursed loss, cost or expense which was not applicable, in effect and known to such Issuer as of the date of this Agreement and which such Issuer in good ▇▇▇▇▇ ▇▇▇▇▇ material to it.
Appears in 2 contracts
Sources: Revolving Credit Agreement (Air Products & Chemicals Inc /De/), Revolving Credit Agreement (Air Products & Chemicals Inc /De/)
Issuance. Each Issuer hereby agrees, on Subject to the terms and conditions set forth of the Credit Agreement and of the LOC Documents, if any, and any other terms and conditions which the Issuing Lender may reasonably require, the Lenders will participate in this Agreement, to issue Letters of Credit and to renew, extend, increase, decrease or otherwise modify Letters of Credit (“Modify,” and each such action a “Modification”)the issuance by the Issuing Lender, from time to time and in Dollars, of such Domestic Letters of Credit from the Closing Date until the Termination Date as ▇▇▇▇ may request, in a form acceptable to the Issuing Lender; provided, however, that (i) the Domestic LOC Obligations outstanding shall not at any time exceed TEN MILLION DOLLARS ($10,000,000) (the "Domestic LOC Committed Amount") and including (ii) the sum of the aggregate principal amount of outstanding Revolving Loans plus Domestic LOC Obligations outstanding plus the aggregate principal amount of outstanding Competitive Loans plus the aggregate principal amount of outstanding Swingline Loans plus the Dollar Amount (as determined as of the most recent Determination Date) of the aggregate principal amount of outstanding Foreign Currency Loans plus the Dollar Amount (as determined as of the most recent Determination Date) of Foreign LOC Obligations outstanding shall not at any time exceed the aggregate Revolving Committed Amount. No Domestic Letter of Credit shall (x) have an original expiry date more than one year from the date of this Agreement and prior to issuance or (y) as originally issued or as extended, have an expiry date extending beyond the Termination Date. Each Domestic Letter of Credit Maturity Date upon shall comply with the request related LOC Documents. The issuance and expiry date of the Parent and for the account of any Borrower; provided that a each Domestic Letter of Credit shall be issued or Modified only if (and upon each issuance or Modification the Relevant Borrower shall be deemed to represent and warrant that) before and after giving effect to such issuance or Modification (i) the LC Exposure shall not exceed the Letter of Credit Sublimit, (ii) the Dollar Equivalent Amount of the Total Revolving Credit Exposure and Competitive Bid Loans then outstanding shall not exceed the Total Revolving Credit Commitment (either as in effect on the date of such issuance or Modification or, if the Revolving Credit Maturity Date has been extended pursuant to Section 4.01 and the expiration of such Letter of Credit (as Modified, if applicable) would occur after the Revolving Credit Maturity Date without giving effect to such extension, as the Total Revolving Credit Commitment is scheduled to be in effect immediately following the expiry of the Commitment of any Lender which is a Nonextending Lender relative to such extension), (iii) the Dollar Equivalent Amount of the Issuer Exposure of the applicable Issuer shall not exceed the Dollar Equivalent Amount of its Issuer Commitment and (iv) the Dollar Equivalent Amount of the Revolving Credit Exposure of any Lender shall not exceed the Dollar Equivalent Amount of the Revolving Credit Committed Amount of such Lender. Each Letter of Credit shall be denominated in a Designated Currency and shall be in a form satisfactory to the Issuer. No Letter of Credit shall have an expiry date later than the fifth Business Day prior to the Revolving Credit Maturity Date (such day, the “Letter of Credit Maturity Date”). Notwithstanding the foregoing, no Issuer shall be under any obligation to issue any Letter of Credit if any order, judgment or decree of any Governmental Authority or other regulatory body with jurisdiction over such Issuer shall purport by its terms to enjoin or restrain such Issuer from issuing such Letter of Credit, or any law or governmental rule, regulation, policy, guideline or directive (whether or not having the force of law) from any governmental authority or other regulatory body with jurisdiction over such Issuer shall prohibit, or request that such Issuer refrain from, the issuance of such Letter of Credit in particular or shall impose upon such Issuer with respect to any Letter of Credit any restriction or reserve or capital requirement (for which such Issuer is not otherwise compensated) or any unreimbursed loss, cost or expense which was not applicable, in effect and known to such Issuer as of the date of this Agreement and which such Issuer in good ▇▇▇▇▇ ▇▇▇▇▇ material to itDay.
Appears in 2 contracts
Sources: Credit Agreement (Hunt Corp), Credit Agreement (Hunt Corp)
Issuance. Each Issuer hereby agreesSubject to the terms of this Agreement, from time-to-time from the Closing Date until 30 days before the Maturity Date, at the request of a Borrower, the Issuing Bank shall, on the terms and conditions hereinafter set forth in this Agreementforth, to issue issue, increase, or extend the expiration date of Letters of Credit and to renew, extend, increase, decrease for the account of such Borrower or otherwise modify Letters of Credit (“Modify,” and each such action a “Modification”), from time to time from and including the date of this Agreement and prior to the Letter of Credit Maturity Date upon the request of the Parent and for the account of any Borrower; provided that Subsidiary of a Letter of Credit Borrower (in which case such Borrower and such Subsidiary shall be issued or Modified only if (and upon each issuance or Modification the Relevant Borrower shall be deemed co-applicants with respect to represent and warrant that) before and after giving effect to such issuance or Modification (i) the LC Exposure shall not exceed the Letter of Credit Sublimit, (ii) the Dollar Equivalent Amount of the Total Revolving Credit Exposure and Competitive Bid Loans then outstanding shall not exceed the Total Revolving Credit Commitment (either as in effect on the date of such issuance or Modification or, if the Revolving Credit Maturity Date has been extended pursuant to Section 4.01 and the expiration of such Letter of Credit) on any Business Day. All Letters of Credit (as Modified, if applicable) would occur after outstanding under the Revolving Existing Credit Maturity Date without giving effect to such extension, as the Total Revolving Credit Commitment is scheduled Agreement will deemed to be in effect immediately following issued under this Agreement on the expiry of the Commitment of any Lender which is a Nonextending Lender relative to such extension), (iii) the Dollar Equivalent Amount of the Issuer Exposure of the applicable Issuer shall not exceed the Dollar Equivalent Amount of its Issuer Commitment and (iv) the Dollar Equivalent Amount of the Revolving Credit Exposure of any Lender shall not exceed the Dollar Equivalent Amount of the Revolving Credit Committed Amount of such Lender. Each Letter of Credit shall be denominated in a Designated Currency and shall be in a form satisfactory to the IssuerClosing Date. No Letter of Credit shall have will be issued, increased, or extended:
(i) if such issuance, increase, or extension would cause the Letter of Credit Exposure to exceed the lesser of (A) the aggregate Revolving Commitments minus the sum of the aggregate outstanding principal amount of all Revolving Advances and (B) the Borrowing Base minus the sum of the aggregate outstanding principal amount of all Revolving Advances;
(ii) unless such Letter of Credit has an expiry expiration date not later than the fifth Business Day prior to earlier of (A) one year after the Revolving Credit date of issuance thereof and (B) 180 days after the Maturity Date (Date; provided that, any such day, the “Letter of Credit with a one-year tenor may expressly provide that it is renewable at the option of the Issuing Bank for additional one-year periods (which shall in no event extend beyond the 180th day after the Maturity Date”). Notwithstanding the foregoing, no Issuer shall be under any obligation to issue any ) if such Letter of Credit if any order, judgment or decree is cancelable upon at least 30 days’ notice given by the Issuing Bank to the beneficiary of any Governmental Authority or other regulatory body with jurisdiction over such Issuer shall purport by its terms to enjoin or restrain such Issuer from issuing such Letter of Credit, or any law or governmental rule, regulation, policy, guideline or directive ;
(whether or not having the force of lawiii) from any governmental authority or other regulatory body with jurisdiction over such Issuer shall prohibit, or request that such Issuer refrain from, the issuance of unless such Letter of Credit is in particular or shall impose upon form and substance acceptable to the Issuing Bank in its sole discretion;
(iv) unless such Issuer with respect Borrower has delivered to any the Issuing Bank a completed and executed Letter of Credit any restriction or reserve or capital requirement Application; and
(v) unless such Letter of Credit is governed by the Uniform Customs and Practice for which such Issuer is not otherwise compensated) Documentary Credits (1993 Revision), International Chamber of Commerce Publication No. 500, or any unreimbursed loss, cost or expense which was not applicable, in effect and known successor to such Issuer as publication or to the International Standby Practices (1998), International Chamber of Commerce Publication No. 590, or any successor to such publication. If the date terms of any letter of credit application referred to in the foregoing clause (iv) conflicts with the terms of this Agreement, the terms of this Agreement and which such Issuer in good ▇▇▇▇▇ ▇▇▇▇▇ material to itshall control.
Appears in 2 contracts
Sources: Credit Agreement (MxEnergy Holdings Inc), Credit Agreement (MxEnergy Holdings Inc)
Issuance. Each Issuer hereby agreesagreesmay, in its sole discretion, on the terms and conditions set forth in this Agreement, to issue Letters standby and documentary letters of Credit credit denominated in Agreed Currencies (each a “Letter of Credit”) and to renew, extend, increase, decrease or otherwise modify Letters of Credit (“Modify,” and each such action a “Modification”), ) from time to time from and including the date of this Agreement and prior Third RestatementSecond Amendment Effective Date to the Letter of Credit Maturity Revolving Facility Termination Date upon the request of the Parent and for the account of any a Borrower; provided that a immediately after any Letter of Credit shall be is issued or Modified only if (and upon each issuance or Modification the Relevant Borrower shall be deemed to represent and warrant that) before and after giving effect to such issuance or Modification Modified, (i) the LC Aggregate Outstanding Revolving Credit Exposure shall not exceed the Letter of Credit SublimitAggregate Revolving Commitment, (ii) the Dollar Equivalent Amount of the Total Revolving Credit Exposure and Competitive Bid Loans then outstanding shall not exceed the Total Revolving Credit Commitment (either as in effect on the date of such issuance or Modification or, if the Revolving Credit Maturity Date has been extended pursuant to Section 4.01 and the expiration of such Letter of Credit (as Modified, if applicable) would occur after the Revolving Credit Maturity Date without giving effect to such extension, as the Total Revolving Credit Commitment is scheduled to be in effect immediately following the expiry of the Commitment of any Lender which is a Nonextending Lender relative to such extension), (iii) the Dollar Equivalent Amount of the Issuer Exposure of the applicable Issuer shall not exceed the Dollar Equivalent Amount of its Issuer Commitment and (iv) the Dollar Equivalent Amount of the Outstanding Revolving Credit Exposure of any Lender shall not exceed the Dollar Equivalent Amount of the Revolving Credit Committed Amount of such Lender. Each Letter of Credit ’s Revolving Commitment, (iii) the LC Exposure shall be not exceed $50,000,000,50,000,000 and (iiiiv) the aggregate Multicurrency Revolving Loans, Swingline Exposure not denominated in a Designated Currency Dollars and LC Exposure not denominated in Dollars shall be in a form satisfactory to the Issuernot exceed $100,000,000. No Letter of Credit shall have an expiry date later than after the fifth earlier of (x) five Business Day Days prior to the scheduled Revolving Credit Maturity Facility Termination Date (unless such day, the “Letter of Credit Maturity is collateralized on terms satisfactory to the applicable Issuer with cash or a standby letter of credit in form and substance and from a financial institution acceptable to the applicable Issuer in its sole discretion) and (y) the date that is one year after the date of issuance thereof (provided that any Letter of Credit with a one-year tenor may provide for the renewal thereof for additional one-year periods not to extend beyond the date five (5) Business Days prior to the scheduled Revolving Facility Termination Date”) (or if such Letter of Credit is collateralized on terms satisfactory to the applicable Issuer with cash or a standby letter of credit in form and substance (and, if applicable, from a financial institution) acceptable to the applicable Issuer in its sole discretion, the date one year after such date) and (iv) except to the extent otherwise agreed by either Issuer in its sole discretion and solely as to itself, at no time shall an Issuer be obligated to issue or extend any Letter of Credit if, after giving effect to such issuance or extension, the aggregate LC Exposure relative to Letters of Credit issued by such Issuer would exceed $25,000,000 (or if the maximum amount of LC Exposure permitted hereby shall be reduced to an amount less than $50,000,000, to 50% of such lesser amount). Notwithstanding anything herein to the foregoingcontrary, no Issuer shall be under have any obligation hereunder to issue issue, and shall not issue, any Letter of Credit if the proceeds of which would be made available to any orderPerson (i) to fund any activity or business of or with any Designated Person, judgment or decree in any country or territory that, at the time of such funding, is the subject of Sanctions in violation of such Sanctions or (ii) in any manner that would result in a violation of any Governmental Authority or other regulatory body with jurisdiction over such Issuer shall purport Sanctions by its terms any party to enjoin or restrain such Issuer from issuing such Letter of Credit, or any law or governmental rule, regulation, policy, guideline or directive (whether or not having the force of law) from any governmental authority or other regulatory body with jurisdiction over such Issuer shall prohibit, or request that such Issuer refrain from, the issuance of such Letter of Credit in particular or shall impose upon such Issuer with respect to any Letter of Credit any restriction or reserve or capital requirement (for which such Issuer is not otherwise compensated) or any unreimbursed loss, cost or expense which was not applicable, in effect and known to such Issuer as of the date of this Agreement and which such Issuer in good ▇▇▇▇▇ ▇▇▇▇▇ material to itAgreement.
Appears in 1 contract
Sources: Credit Agreement (Bemis Co Inc)
Issuance. Each Issuer hereby agreesFrom time to time from the date of this Agreement until 30 days prior to the Commitment Termination Date, at the request of the Borrower, the Issuing Lender shall, on the terms and conditions hereinafter set forth in this Agreementforth, to issue issue, increase, or extend the Expiration Date of, Letters of Credit and to renew, extend, increase, decrease or otherwise modify Letters of Credit (“Modify,” and each such action a “Modification”), from time to time from and including the date of this Agreement and prior to the Letter of Credit Maturity Date upon the request of the Parent and for the account of the Borrower on any Borrower; provided that a Letter of Credit shall be issued or Modified only if (and upon each issuance or Modification the Relevant Borrower shall be deemed to represent and warrant that) before and after giving effect to such issuance or Modification (i) the LC Exposure shall not exceed the Letter of Credit Sublimit, (ii) the Dollar Equivalent Amount of the Total Revolving Credit Exposure and Competitive Bid Loans then outstanding shall not exceed the Total Revolving Credit Commitment (either as in effect on the date of such issuance or Modification or, if the Revolving Credit Maturity Date has been extended pursuant to Section 4.01 and the expiration of such Letter of Credit (as Modified, if applicable) would occur after the Revolving Credit Maturity Date without giving effect to such extension, as the Total Revolving Credit Commitment is scheduled to be in effect immediately following the expiry of the Commitment of any Lender which is a Nonextending Lender relative to such extension), (iii) the Dollar Equivalent Amount of the Issuer Exposure of the applicable Issuer shall not exceed the Dollar Equivalent Amount of its Issuer Commitment and (iv) the Dollar Equivalent Amount of the Revolving Credit Exposure of any Lender shall not exceed the Dollar Equivalent Amount of the Revolving Credit Committed Amount of such Lender. Each Letter of Credit shall be denominated in a Designated Currency and shall be in a form satisfactory to the IssuerBusiness Day. No Letter of Credit shall have will be issued, increased, or extended:
(i) if such issuance, increase, or extension would cause the Letter of Credit Exposure to exceed the lesser of (A) $5,000,000 and (B) the Unused Commitment Amount;
(ii) unless such Letter of Credit has an expiry date Expiration Date not later than the fifth Business Day prior to earlier of (A) 12 months after the Revolving Credit Maturity Date date of issuance thereof (or, if extendable beyond such dayperiod, the “unless such Letter of Credit is cancelable upon not more than 30 days’ notice given by the Issuing Lender to the beneficiary of such Letter of Credit) and (B) the Maturity Date”;
(iii) unless such Letter of Credit Documents are in form and substance acceptable to the Issuing Lender in its sole discretion;
(iv) unless such Letter of Credit is a standby letter of credit not supporting the repayment of indebtedness for borrowed money of any Person;
(v) unless the Borrower has delivered to the Issuing Lender a completed and executed Letter of Credit Application; and
(vi) unless such Letter of Credit is governed by either (A) the Uniform Customs and Practice for Documentary Credits (1993 Revision), International Chamber of Commerce Publication No. 500 (or any successor to such publication) or (B) the International Standby Practices 1998, Institute of International Banking Law & Practice (or any successor to such publication). Notwithstanding If the foregoing, no Issuer shall be under any obligation to issue terms of any Letter of Credit if any order, judgment or decree Application referred to in the foregoing clause (v) conflicts with the terms of any Governmental Authority or other regulatory body with jurisdiction over such Issuer shall purport by its terms to enjoin or restrain such Issuer from issuing such Letter of Credit, or any law or governmental rule, regulation, policy, guideline or directive (whether or not having the force of law) from any governmental authority or other regulatory body with jurisdiction over such Issuer shall prohibit, or request that such Issuer refrain fromthis Agreement, the issuance of such Letter of Credit in particular or shall impose upon such Issuer with respect to any Letter of Credit any restriction or reserve or capital requirement (for which such Issuer is not otherwise compensated) or any unreimbursed loss, cost or expense which was not applicable, in effect and known to such Issuer as of the date terms of this Agreement and which such Issuer in good ▇▇▇▇▇ ▇▇▇▇▇ material to itshall control.
Appears in 1 contract
Issuance. Each Issuer hereby agreesFrom time to time from the date of this Agreement until three months before the Maturity Date, at the request of the Borrower, each Issuing Bank shall, on any Business Day and on the terms and conditions hereinafter set forth in this Agreementforth, to issue issue, increase, decrease, amend, or extend the expiration date of Letters of Credit and to renew, extend, increase, decrease or otherwise modify Letters of Credit (“Modify,” and each such action a “Modification”), from time to time from and including the date of this Agreement and prior to the Letter of Credit Maturity Date upon the request of the Parent and for the account of the Borrower (for its own benefit or for the benefit of any Borrower; of its Subsidiaries, provided that a no Letter of Credit shall be issued for the benefit of any WWC Company until on or Modified only if (and upon each issuance or Modification the Relevant Borrower shall be deemed to represent and warrant that) before and after giving effect to such issuance or Modification (i) the LC Exposure shall not exceed the Letter of Credit Sublimit, (ii) the Dollar Equivalent Amount of the Total Revolving Credit Exposure and Competitive Bid Loans then outstanding shall not exceed the Total Revolving Credit Commitment (either as in effect on the date of such issuance or Modification or, if the Revolving Credit Maturity Date has been extended pursuant to Section 4.01 and the expiration of such Letter of Credit (as Modified, if applicable) would occur after the Revolving Credit Maturity Date without giving effect to such extension, as the Total Revolving Credit Commitment is scheduled to be in effect immediately following the expiry of the Commitment of any Lender which is a Nonextending Lender relative to such extensionAcquisition Date), (iii) the Dollar Equivalent Amount of the Issuer Exposure of the applicable Issuer shall not exceed the Dollar Equivalent Amount of its Issuer Commitment and (iv) the Dollar Equivalent Amount of the Revolving Credit Exposure of any Lender shall not exceed the Dollar Equivalent Amount of the Revolving Credit Committed Amount of such Lender. Each Letter of Credit shall be denominated in a Designated Currency and shall be in a form satisfactory to the Issuer. No Letter of Credit shall have an expiry date later than will be issued, increased, or extended (i) if such issuance, increase, or extension would cause the fifth Business Day Letter of Credit Exposure to exceed (A) prior to the Revolving Credit Maturity Acquisition Date (such day, the “Letter of Credit Maturity Date”). Notwithstanding Exposure represented by the foregoing, no Issuer shall be under any obligation to issue any Letter Letters of Credit if any order, judgment or decree of any Governmental Authority or other regulatory body with jurisdiction over such Issuer shall purport by its terms to enjoin or restrain such Issuer from issuing such Letter of Creditset forth on Schedule 1.01(b) hereto which are still outstanding on the Effective Date, or any law (B) on or governmental rule, regulation, policy, guideline or directive (whether or not having after the force of law) from any governmental authority or other regulatory body with jurisdiction over such Issuer shall prohibit, or request that such Issuer refrain fromAcquisition Date, the issuance lesser of $80,000,000 or an amount equal to the aggregate Revolving Commitments less the aggregate outstanding Revolving Advances at such time; (ii) unless such Letter of Credit in particular or shall impose upon has an Expiration Date not later than the earlier of (A) one year after the date of issuance thereof and (B) the Maturity Date; (iii) unless such Issuer with respect to any Letter of Credit is in form and substance acceptable to the respective Issuing Bank in its sole discretion; (iv) unless such Letter of Credit is a standby letter of credit not supporting the repayment of indebtedness for borrowed money of any restriction Person unless such Letter of Credit is issued in substitution of any letter of credit outstanding on the Acquisition Date for the account or reserve or capital requirement benefit of any WWC Company; (v) unless the Borrower has delivered to the respective Issuing Bank a completed and executed letter of credit application on such Issuing Bank's standard form, which shall contain terms no more restrictive than the terms of this Agreement; and (vi) unless such Letter of Credit is governed by the Uniform Customs and Practice for which such Issuer is not otherwise compensatedDocumentary Credits (1993 Revision), International Chamber of Commerce Publication No. 500 ("UCP") or any unreimbursed losssuccessor to the UCP. If the terms of any letter of credit application referred to in the foregoing clause (v) conflicts with the terms of this Agreement, cost or expense which was not applicable, in effect and known to such Issuer as of the date terms of this Agreement and which such Issuer in good ▇▇▇▇▇ ▇▇▇▇▇ material to itshall control.
Appears in 1 contract
Issuance. Each Issuer hereby agrees, on (a) [Reserved].
(b) Subject to and upon the terms and conditions herein set forth in this Agreementforth, to issue Letters of Credit the Issuing Lender will, at any time and to renew, extend, increase, decrease or otherwise modify Letters of Credit (“Modify,” and each such action a “Modification”), from time to time from on and including after the date of this Agreement Closing Date and prior to the Letter of Credit Maturity Date upon the request of the Parent and for the account of any Borrower; provided that a Letter of Credit shall be issued or Modified only if (and upon each issuance or Modification the Relevant Borrower shall be deemed to represent and warrant that) before and after giving effect to such issuance or Modification (i) the LC Exposure shall not exceed the Letter of Credit Sublimit, (ii) the Dollar Equivalent Amount of the Total Revolving Credit Exposure and Competitive Bid Loans then outstanding shall not exceed the Total Revolving Credit Commitment (either as in effect on the date of such issuance or Modification or, if the Revolving Credit Maturity Date has been extended pursuant to Section 4.01 and the expiration of such Letter of Credit (as Modified, if applicable) would occur after the Revolving Credit Maturity Date without giving effect to such extension, as the Total Revolving Credit Commitment is scheduled to be in effect immediately following the expiry of the Commitment of any Lender which is a Nonextending Lender relative to such extension), (iii) the Dollar Equivalent Amount of the Issuer Exposure of the applicable Issuer shall not exceed the Dollar Equivalent Amount of its Issuer Commitment and (iv) the Dollar Equivalent Amount of the Revolving Credit Exposure of any Lender shall not exceed the Dollar Equivalent Amount of the Revolving Credit Committed Amount of such Lender. Each Letter of Credit shall be denominated in a Designated Currency and shall be in a form satisfactory to the Issuer. No Letter of Credit shall have an expiry date later than the fifth Business Day prior to the Latest Revolving Credit Maturity Date, and upon request by the Borrower in accordance with the provisions of Section 3.02, issue for the account of the Borrower and/or any Restricted Subsidiary one or more irrevocable commercial letters of credit or standby letters of credit, denominated in Dollars or in one or more Alternate Currencies, and in a form customarily used or otherwise approved by the applicable Issuing Lender (together with all amendments, modifications and supplements thereto, substitutions therefor and renewals and restatements thereof, collectively, the “Letters of Credit”), amend or renew Letters of Credit previously issued by it and honor drafts under the Letters of Credit. On and after the Closing Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit issued hereunder on the Closing Date for all purposes under this Agreement and the other Credit Documents.
(c) Notwithstanding anything to the contrary in Section 3.01(b):
(i) No Letter of Credit shall be issued if the Stated Amount upon issuance of which (A) when added to the Dollar Equivalent of the aggregate Letter of Credit Exposure of the Lenders with respect to the Letters of Credit at such time, would exceed $40,000,000 or (B) when added to the sum of (1) the Dollar Equivalent of the aggregate Letter of Credit Exposure of all Lenders at such time, (2) the Dollar Equivalent of the aggregate principal amount of all Revolving Loans then outstanding and (3) the aggregate principal amount of all Swingline Loans then outstanding, would exceed the aggregate Revolving Credit Commitments at such time;
(ii) No Letter of Credit shall be issued that by its terms expires later than the earlier of (A) the fifth Business Day prior to the Latest Revolving Credit Maturity Date and (such dayB) the date that is one year after its date of issuance; provided, the “however, that a Letter of Credit may, if requested by the Borrower, provide by its terms, and on terms acceptable to the Issuing Lender, for renewal for successive periods of one year or less (but not beyond the fifth Business Day prior to the Latest Revolving Credit Maturity Date”). Notwithstanding , unless and until the Issuing Lender shall have delivered a notice of nonrenewal to the beneficiary of such Letter of Credit and the Borrower; and provided further that notwithstanding anything to the contrary in the foregoing, no Issuer a Letter of Credit may be issued that by its terms expires after the fifth Business Day prior to the Latest Revolving Credit Maturity Date if the Borrower shall have delivered to the Administrative Agent cash equal to 100% of the Stated Amount of such Letter of Credit to be held in the Cash Collateral Account; and
(iii) The Issuing Lender shall be under any no obligation to issue any Letter of Credit if if, at the time of such proposed issuance (i) any order, judgment or decree of any Governmental Authority or other regulatory body with jurisdiction over such Issuer arbitrator shall purport by its terms to enjoin or restrain such Issuer the Issuing Lender from issuing such Letter of Credit, or any law Requirement of Law applicable to the Issuing Lender or governmental rule, regulation, policy, guideline any request or directive (whether or not having the force of law) from any governmental authority or other regulatory body Governmental Authority with jurisdiction over such Issuer the Issuing Lender shall prohibit, or request that such Issuer the Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuer the Issuing Lender with respect to any such Letter of Credit any restriction or reserve or capital requirement (for which such Issuer the Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or any unreimbursed loss, cost or expense which that was not applicable, in effect and or known to such Issuer the Issuing Lender as of the date of this Agreement Closing Date and which such Issuer that the Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to itit or (ii) the Issuing Lender shall have actual knowledge, or shall have received notice from any Lender, prior to the issuance of such Letter of Credit that one or more of the conditions specified in Section 4.01 (if applicable) or 4.02 are not then satisfied (or have not been waived in writing), or that the issuance of such Letter of Credit would violate the provisions of this Section 3.01(c) above.
(iv) the Issuing Lender shall not be under any obligation to issue any Letter of Credit if any fee due in connection with, and on or prior to, such issuance has not been paid.
(v) the Borrower shall remain primary liable under any Letter of Credit issued for the account of any Restricted Subsidiary.
(d) Unless otherwise expressly agreed by the Issuing Lender and the Borrower herein or when a Letter of Credit is issued (including any such agreement applicable to an Existing Letter of Credit), (i) the rules of the ISP 98—International Standby Practices shall apply to each standby Letter of Credit, and (ii) the rules of the ICC Uniform Customs and Practice for Documentary Credits 2007 (UCP600), shall apply to each commercial Letter of Credit.
(e) In the event of any conflict between the terms hereof and the terms of any Issuer Document, the terms hereof shall control.
Appears in 1 contract
Sources: Credit Agreement (Metaldyne Performance Group Inc.)
Issuance. The parties hereto acknowledge that on and after the Original Effective Date the Existing Facility LCs shall be Facility LCs issued by an Issuer pursuant to this Agreement. Facility LCs issued hereunder may be issued in any Agreed Currency. Each Issuer hereby agrees, on the terms and conditions set forth in this Agreement and the applicable Issuer LC Agreement, if any, to issue Financial Letters of Credit and Performance Letters of Credit (each, a “Facility LC”) and to renew, extend, increase, decrease or otherwise modify Letters of Credit each Facility LC (“Modify,” and each such action action, a “Modification”), from time to time from and including the date of this Agreement Original Effective Date and prior to the Letter of Credit Maturity fifteenth Business Day prior to the 2012 Termination Date upon the request of the Parent and for the account of any Borrower; provided that a Letter of Credit shall be subject to the conditions that, immediately after each such Facility LC is issued or Modified only if (and upon each issuance or Modification the Relevant Borrower shall be deemed to represent and warrant that) before and after giving effect to any reductions or increases in Commitments and Outstanding Credit Exposures scheduled to occur on the date on which each such issuance Facility LC is issued or Modification Modified, (i) the LC Aggregate Outstanding Credit Exposure shall not exceed the Letter of Credit Sublimit, Aggregate Commitment and (ii) (x) at no time prior to the Dollar Equivalent Amount 2010 Termination Date may the sum of the Total Revolving Credit Exposure aggregate undrawn stated amount of all outstanding Facility LCs that expire after the fifth Business Day prior to the 2010 Termination Date plus the aggregate amount of the 2011 Lenders’ and Competitive Bid 2012 Lenders’ Pro Rata Shares of all Loans then outstanding shall not (including Swing Line Loans) exceed the Total Revolving Credit Commitment aggregate amount of the Commitments of all of the 2011 Lenders and 2012 Lenders and (either as in effect on y) at no time prior to the date 2011 Termination Date may the sum of such issuance or Modification or, if the Revolving Credit Maturity Date has been extended pursuant to Section 4.01 and the expiration aggregate undrawn stated amount of such Letter of Credit (as Modified, if applicable) would occur all outstanding Facility LCs that expire after the Revolving Credit Maturity fifth Business Day prior to the 2011 Termination Date without giving effect to such extension, as plus the Total Revolving Credit Commitment is scheduled to be in effect immediately following the expiry aggregate amount of the Commitment 2012 Lenders’ Pro Rata Shares of any Lender which is a Nonextending Lender relative to such extension), all Loans (iiiincluding Swing Line Loans) exceed the Dollar Equivalent Amount aggregate amount of the Issuer Exposure Commitments of all of the applicable Issuer shall not exceed the Dollar Equivalent Amount of its Issuer Commitment and (iv) the Dollar Equivalent Amount of the Revolving Credit Exposure of any Lender shall not exceed the Dollar Equivalent Amount of the Revolving Credit Committed Amount of such Lender. Each Letter of Credit shall be denominated in a Designated Currency and shall be in a form satisfactory to the Issuer2012 Lenders. No Letter of Credit Facility LC issued on or after the Original Effective Date shall have an expiry date later than the fifth Business Day prior to the Revolving Credit Maturity Date (such day, the “Letter of Credit Maturity 2012 Termination Date”). Notwithstanding the foregoing, no Issuer shall be under any obligation to issue any Letter of Credit if any order, judgment or decree of any Governmental Authority or other regulatory body with jurisdiction over such Issuer shall purport by its terms to enjoin or restrain such Issuer from issuing such Letter of Credit, or any law or governmental rule, regulation, policy, guideline or directive (whether or not having the force of law) from any governmental authority or other regulatory body with jurisdiction over such Issuer shall prohibit, or request that such Issuer refrain from, the issuance of such Letter of Credit in particular or shall impose upon such Issuer with respect to any Letter of Credit any restriction or reserve or capital requirement (for which such Issuer is not otherwise compensated) or any unreimbursed loss, cost or expense which was not applicable, in effect and known to such Issuer as of the date of this Agreement and which such Issuer in good ▇▇▇▇▇ ▇▇▇▇▇ material to it.
Appears in 1 contract
Sources: Credit Agreement (Shaw Group Inc)
Issuance. Each Issuer hereby agrees, on Subject to and upon the terms and conditions herein set forth in this Agreementforth, to issue Letters so long as no Default or Event of Credit Default has occurred and to renewis continuing, extendthe Issuing Lender will, increase, decrease or otherwise modify Letters of Credit (“Modify,” at any time and each such action a “Modification”), from time to time from on and including after the date of this Agreement Closing Date and prior to the Letter earlier of Credit Maturity Date upon the request of the Parent and for the account of any Borrower; provided that a Letter of Credit shall be issued or Modified only if (and upon each issuance or Modification the Relevant Borrower shall be deemed to represent and warrant that) before and after giving effect to such issuance or Modification (i) the LC Exposure shall not exceed the Letter of Credit Sublimit, (ii) the Dollar Equivalent Amount of the Total Revolving Credit Exposure and Competitive Bid Loans then outstanding shall not exceed the Total Revolving Credit Commitment (either as in effect on the date of such issuance or Modification or, if the Revolving Credit Maturity Date has been extended pursuant to Section 4.01 and the expiration of such Letter of Credit (as Modified, if applicable) would occur after the Revolving Credit Maturity Date without giving effect to such extension, as the Total Revolving Credit Commitment is scheduled to be in effect immediately following the expiry of the Commitment of any Lender which is a Nonextending Lender relative to such extension), (iii) the Dollar Equivalent Amount of the Issuer Exposure of the applicable Issuer shall not exceed the Dollar Equivalent Amount of its Issuer Commitment and (iv) the Dollar Equivalent Amount of the Revolving Credit Exposure of any Lender shall not exceed the Dollar Equivalent Amount of the Revolving Credit Committed Amount of such Lender. Each Letter of Credit shall be denominated in a Designated Currency and shall be in a form satisfactory to the Issuer. No Letter of Credit shall have an expiry date later than the fifth Business Day seventh day prior to the Revolving Credit Maturity Date and (such dayii) the Termination Date, and upon request by Matria in accordance with the provisions of SECTION 3.2, issue for the account of Matria one or more irrevocable standby letters of credit denominated in Dollars and in a form customarily used or otherwise approved by the Issuing Lender (together with all amendments, modifications and supplements thereto, substitutions therefor and renewals and restatements thereof, collectively, the “"Letters of Credit"). The Stated Amount of each Letter of Credit Maturity Date”)shall not be less than such amount as may be acceptable to the Issuing Lender. Notwithstanding the foregoing:
(a) No Letter of Credit shall be issued the Stated Amount upon issuance of which (i) would be less than $500,000, no Issuer (ii) when added to the aggregate Letter of Credit Exposure of the Revolving Credit Lenders at such time, would exceed $5,000,000, or (iii) when added to the sum of (x) the aggregate Letter of Credit Exposure of all Revolving Credit Lenders at such time, (y) the aggregate principal Dollar Amount of all Revolving Loans then outstanding and (z) the aggregate principal amount of all Swingline Loans then outstanding, would exceed the aggregate Revolving Credit Commitments at such time;
(b) No Letter of Credit shall be issued that by its terms expires later than the seventh day prior to the Revolving Credit Maturity Date or, in any event, more than one (1) year after its date of issuance; provided, however, that a Letter of Credit may, if requested by Matria, provide by its terms, and on terms acceptable to the Issuing Lender, for renewal for successive periods of one year or less (but not beyond the seventh day prior to the Revolving Credit Maturity Date), unless and until the Issuing Lender shall have delivered a notice of nonrenewal to the beneficiary of such Letter of Credit; and
(c) The Issuing Lender shall be under any no obligation to issue any Letter of Credit if if, at the time of such proposed issuance, (i) any order, judgment or decree of any Governmental Authority or other regulatory body with jurisdiction over such Issuer arbitrator shall purport by its terms to enjoin or restrain such Issuer the Issuing Lender from issuing such Letter of Credit, or any law Requirement of Law applicable to the Issuing Lender or governmental rule, regulation, policy, guideline any request or directive (whether or not having the force of law) from any governmental authority or other regulatory body Governmental Authority with jurisdiction over such Issuer the Issuing Lender shall prohibit, or request that such Issuer the Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuer the Issuing Lender with respect to any such Letter of Credit any restriction or reserve or capital requirement (for which such Issuer is not otherwise compensated) or any unreimbursed loss, cost or expense which was not applicable, in effect and known to such Issuer as of the date of this Agreement and which such Issuer in good ▇▇▇▇▇ ▇▇▇▇▇ material to it.or
Appears in 1 contract
Issuance. Each Issuer hereby agreesSubject to the terms of this Agreement, from time-to-time from the Closing Date until the fifth Business Days before the Maturity Date, at the request of the Borrower, the Issuing Bank shall, on the terms and conditions hereinafter set forth in this Agreementforth, to issue Letters of Credit and to renew, extendissue, increase, decrease or otherwise modify extend the expiration date of Letters of Credit (“Modify,” and each any such action a “Modification”)issuance, from time to time from and including the date of this Agreement and prior to the Letter of Credit Maturity Date upon the request increase of the Parent and stated amount or extension of the expiration date, an “Issuance Event”) for the account of the Borrower or for the account of any Borrower; provided that a Guarantor (in which case the Borrower and such Guarantor shall be co-applicants with respect to such Letter of Credit) on any Business Day. No Letter of Credit shall will be issued issued, increased, or Modified only if extended unless:
(and upon each issuance or Modification the Relevant Borrower shall be deemed to represent and warrant thati) before and after giving effect to such issuance or Modification (i) Issuance Event the LC Exposure shall not exceed sum of the Letter of Credit Sublimit, Exposure of all Participants and the outstanding Revolving Advances would not exceed the aggregate Commitments of all Participants at the time of such proposed Issuance Event;
(ii) after giving effect to such Issuance Event the Dollar Equivalent Amount sum of (A) the Letter of Credit Exposure with respect to Financial Letters of Credit and Documentary Letters of Credit and (B) the outstanding Advances would not exceed $25,000,000;
(iii) such Letter of Credit has an expiration date not later than five Business Days prior to the Maturity Date; provided that, any such Letter of Credit with a one-year tenor may expressly provide that it is renewable at the option of the Total Revolving Issuing Bank for additional one-year periods (which shall in no event extend beyond the Maturity Date), provided that such Letter of Credit Exposure and Competitive Bid Loans then outstanding shall not exceed is cancelable upon at least 30 days’ notice given by the Total Revolving Credit Commitment (either as in effect on Issuing Bank to the date of such issuance or Modification or, if the Revolving Credit Maturity Date has been extended pursuant to Section 4.01 and the expiration beneficiary of such Letter of Credit (as Modified, if applicable) would occur after the Revolving Credit Maturity Date without giving effect to such extension, as the Total Revolving Credit Commitment is scheduled to be in effect immediately following the expiry of the Commitment of any Lender which is a Nonextending Lender relative to such extension), (iii) the Dollar Equivalent Amount of the Issuer Exposure of the applicable Issuer shall not exceed the Dollar Equivalent Amount of its Issuer Commitment and Credit;
(iv) the Dollar Equivalent Amount of the Revolving Credit Exposure of any Lender shall not exceed the Dollar Equivalent Amount of the Revolving Credit Committed Amount of such Lender. Each Letter of Credit shall be denominated in a Designated Currency and shall be in a form satisfactory to the Issuer. No Letter of Credit shall have an expiry date later than the fifth Business Day prior to the Revolving Credit Maturity Date (such day, the “Letter of Credit Maturity Date”). Notwithstanding the foregoing, no Issuer shall be under any obligation to issue any Letter of Credit if any order, judgment or decree of any Governmental Authority or other regulatory body with jurisdiction over such Issuer shall purport by its terms to enjoin or restrain such Issuer from issuing such Letter of Credit, or any law or governmental rule, regulation, policy, guideline or directive (whether or not having the force of law) from any governmental authority or other regulatory body with jurisdiction over such Issuer shall prohibit, or request that such Issuer refrain from, the issuance of such Letter of Credit is in particular or shall impose upon such Issuer with respect form and substance acceptable to any the Issuing Bank in its reasonable discretion;
(v) the Borrower has delivered to the Issuing Bank a completed and executed Letter of Credit any restriction or reserve or capital requirement Application and a completed Letter of Credit Request; and
(vi) such Letter of Credit is governed by the Uniform Customs and Practice for which such Issuer is not otherwise compensated) Documentary Credits (1993 Revision), International Chamber of Commerce Publication No. 500 or any unreimbursed loss, cost or expense which was not applicable, in effect and known successor to such Issuer as publication. If the terms of any letter of credit application referred to in the date foregoing clause (iv) conflicts with the terms of this Agreement, the terms of this Agreement and which such Issuer in good ▇▇▇▇▇ ▇▇▇▇▇ material to itshall control.
Appears in 1 contract
Issuance. Each Issuer hereby agreesThe parties hereto acknowledge that on and after the Effective Date the Existing Letters of Credit shall be Letters of Credit issued by the Issuing Bank pursuant to this Agreement. Subject to the terms of this Agreement, from time-to-time from the Closing Date until 15 Business Days before the Maturity Date, at the request of the Borrower, the Issuing Bank shall, on the terms and conditions hereinafter set forth in this Agreementforth, to issue issue, increase, or extend the expiration date of Letters of Credit and to renew, extend, increase, decrease or otherwise modify Letters of Credit (“Modify,” and each such action a “Modification”), from time to time from and including for the date of this Agreement and prior to the Letter of Credit Maturity Date upon the request account of the Parent and Borrower or for the account of any Borrower; provided that a Letter Subsidiary of Credit the Borrower (in which case the Borrower and such Subsidiary shall be issued or Modified only if (and upon each issuance or Modification the Relevant Borrower shall be deemed co-applicants with respect to represent and warrant that) before and after giving effect to such issuance or Modification (i) the LC Exposure shall not exceed the Letter of Credit Sublimit, (ii) the Dollar Equivalent Amount of the Total Revolving Credit Exposure and Competitive Bid Loans then outstanding shall not exceed the Total Revolving Credit Commitment (either as in effect on the date of such issuance or Modification or, if the Revolving Credit Maturity Date has been extended pursuant to Section 4.01 and the expiration of such Letter of Credit (as Modified, if applicableCredit) would occur after the Revolving Credit Maturity Date without giving effect to such extension, as the Total Revolving Credit Commitment is scheduled to be in effect immediately following the expiry of the Commitment of on any Lender which is a Nonextending Lender relative to such extension), (iii) the Dollar Equivalent Amount of the Issuer Exposure of the applicable Issuer shall not exceed the Dollar Equivalent Amount of its Issuer Commitment and (iv) the Dollar Equivalent Amount of the Revolving Credit Exposure of any Lender shall not exceed the Dollar Equivalent Amount of the Revolving Credit Committed Amount of such Lender. Each Letter of Credit shall be denominated in a Designated Currency and shall be in a form satisfactory to the IssuerBusiness Day. No Letter of Credit shall have will be issued, increased, or extended:
(i) if such issuance, increase, or extension would cause the Letter of Credit Exposure to exceed the lesser of (A) $15,000,000 and (B) the lesser of (1) the aggregate Revolving Commitments minus the aggregate outstanding principal amount of all Revolving Advances and (2) the Borrowing Base minus the aggregate outstanding principal amount of all Revolving Advances;
(ii) unless such Letter of Credit has an expiry expiration date not later than the fifth Business Day prior to earlier of (A) one year after the Revolving Credit date of issuance thereof and (B) the Maturity Date (Date; provided that, any such day, the “Letter of Credit with a one-year tenor may expressly provide that it is renewable at the option of the Issuing Bank for additional one-year periods (which shall in no event extend beyond the Maturity Date”). Notwithstanding the foregoing, no Issuer shall be under any obligation to issue any provided that such Letter of Credit if any order, judgment or decree is cancelable upon at least 30 days’ notice given by the Issuing Bank to the beneficiary of any Governmental Authority or other regulatory body with jurisdiction over such Issuer shall purport by its terms to enjoin or restrain such Issuer from issuing such Letter of Credit, or any law or governmental rule, regulation, policy, guideline or directive ;
(whether or not having the force of lawiii) from any governmental authority or other regulatory body with jurisdiction over such Issuer shall prohibit, or request that such Issuer refrain from, the issuance of unless such Letter of Credit is in particular or shall impose upon such Issuer with respect form and substance acceptable to any the Issuing Bank in its reasonable discretion;
(iv) unless the Borrower has delivered to the Issuing Bank a completed and executed Letter of Credit any restriction or reserve or capital requirement Application; and
(v) unless such Letter of Credit is governed by the Uniform Customs and Practice for which such Issuer is not otherwise compensated) Documentary Credits (1993 Revision), International Chamber of Commerce Publication No. 500 or any unreimbursed loss, cost or expense which was not applicable, in effect and known successor to such Issuer as publication. If the terms of any letter of credit application referred to in the date foregoing clause (iv) conflicts with the terms of this Agreement, the terms of this Agreement and which such Issuer in good ▇▇▇▇▇ ▇▇▇▇▇ material to itshall control.
Appears in 1 contract
Sources: Credit Agreement (Diamondback Energy Services, Inc.)
Issuance. Each Issuer hereby agreesFrom time to time from the date of this Agreement until 30 days prior to the Commitment Termination Date, at the request of the Borrower, the Issuing Lender shall, on the terms and conditions hereinafter set forth in this Agreementforth, to issue issue, increase, or extend the Expiration Date of, Letters of Credit and to renew, extend, increase, decrease or otherwise modify Letters of Credit (“Modify,” and each such action a “Modification”), from time to time from and including the date of this Agreement and prior to the Letter of Credit Maturity Date upon the request of the Parent and for the account of the Borrower on any Borrower; provided that a Letter of Credit shall be issued or Modified only if (and upon each issuance or Modification the Relevant Borrower shall be deemed to represent and warrant that) before and after giving effect to such issuance or Modification (i) the LC Exposure shall not exceed the Letter of Credit Sublimit, (ii) the Dollar Equivalent Amount of the Total Revolving Credit Exposure and Competitive Bid Loans then outstanding shall not exceed the Total Revolving Credit Commitment (either as in effect on the date of such issuance or Modification or, if the Revolving Credit Maturity Date has been extended pursuant to Section 4.01 and the expiration of such Letter of Credit (as Modified, if applicable) would occur after the Revolving Credit Maturity Date without giving effect to such extension, as the Total Revolving Credit Commitment is scheduled to be in effect immediately following the expiry of the Commitment of any Lender which is a Nonextending Lender relative to such extension), (iii) the Dollar Equivalent Amount of the Issuer Exposure of the applicable Issuer shall not exceed the Dollar Equivalent Amount of its Issuer Commitment and (iv) the Dollar Equivalent Amount of the Revolving Credit Exposure of any Lender shall not exceed the Dollar Equivalent Amount of the Revolving Credit Committed Amount of such Lender. Each Letter of Credit shall be denominated in a Designated Currency and shall be in a form satisfactory to the IssuerBusiness Day. No Letter of Credit shall have will be issued, increased, or extended:
(i) if such issuance, increase, or extension would cause the Letter of Credit Exposure to exceed the lesser of (A) $5,000,000 and (B) the Unused Commitment Amount;
(ii) unless such Letter of Credit has an expiry date Expiration Date not later than the fifth Business Day prior to earlier of (A) 12 months after the Revolving Credit Maturity Date date of issuance thereof (or, if extendable beyond such dayperiod, the “unless such Letter of Credit is cancelable upon not more than 30 days’ notice given by the Issuing Lender to the beneficiary of such Letter of Credit) and (B) the Maturity Date”;
(iii) unless such Letter of Credit Documents are in form and substance acceptable to the Issuing Lender in its sole discretion;
(iv) unless such Letter of Credit is a standby letter of credit not supporting the repayment of indebtedness for borrowed money of any Person;
(v) unless the Borrower has delivered to the Issuing Lender a completed and executed Letter of Credit Application; and
(vi) unless such Letter of Credit is governed by either (B) the Uniform Customs and Practice for Documentary Credits (1993 Revision), International Chamber of Commerce Publication No. 500 (or any successor to such publication) or (A) the International Standby Practices 1998, Institute of International Banking Law & Practice (or any successor to such publication). Notwithstanding If the foregoing, no Issuer shall be under any obligation to issue terms of any Letter of Credit if any order, judgment or decree Application referred to in the foregoing clause (v) conflicts with the terms of any Governmental Authority or other regulatory body with jurisdiction over such Issuer shall purport by its terms to enjoin or restrain such Issuer from issuing such Letter of Credit, or any law or governmental rule, regulation, policy, guideline or directive (whether or not having the force of law) from any governmental authority or other regulatory body with jurisdiction over such Issuer shall prohibit, or request that such Issuer refrain fromthis Agreement, the issuance of such Letter of Credit in particular or shall impose upon such Issuer with respect to any Letter of Credit any restriction or reserve or capital requirement (for which such Issuer is not otherwise compensated) or any unreimbursed loss, cost or expense which was not applicable, in effect and known to such Issuer as of the date terms of this Agreement and which such Issuer in good ▇▇▇▇▇ ▇▇▇▇▇ material to itshall control.
Appears in 1 contract
Issuance. Each Issuer hereby agreesFrom time to time from the date of this Agreement until three months before the Maturity Date, at the request of the Borrower, the Issuing Bank shall, on any Business Day and on the terms and conditions hereinafter set forth in this Agreementforth, to issue Letters of Credit and to renew, extendissue, increase, decrease decrease, amend, or otherwise modify extend the Expiration Date of Letters of Credit (“Modify,” Credit, and each such action a “Modification”)the Existing Issuing Bank shall continue any Existing Letters of Credit, from time to time from and including the date of this Agreement and prior to the Letter of Credit Maturity Date upon the request of the Parent and for the account of the Borrower (for its own benefit or for the benefit of any Borrowerof its Subsidiaries); provided that a no Existing Letter of Credit shall be issued or Modified only if (and upon each issuance or Modification renewed by the Relevant Borrower Existing Issuing Bank but shall be deemed replaced by Citibank as the Issuing Bank upon submission by the Borrower to represent and warrant that) before and after giving effect to such Citibank of a request for an issuance of a Letter of Credit. No Letter of Credit will be issued, increased, or Modification extended (i) the LC Exposure shall not exceed if such issuance, increase, or extension would cause the Letter of Credit Sublimit, Exposure to exceed the lesser of (x) $100,000,000 or (y) an amount equal to (A) the Total Commitments less (B) the aggregate outstanding Advances and Letter of Credit Exposure at such time; (ii) unless such Letter of Credit has an Expiration Date not later than the Dollar Equivalent Amount earlier of the Total Revolving Credit Exposure and Competitive Bid Loans then outstanding shall not exceed the Total Revolving Credit Commitment (either as in effect on A) one year after the date of such issuance thereof (unless the Administrative Agent shall otherwise consent in writing to a later date) and (B) on or Modification or, if prior to the Revolving Credit Maturity Date has been extended pursuant to Section 4.01 and Date; (iii) unless the expiration face amount of such Letter of Credit (as Modified, if applicable) would occur after is equal to or greater than $100,000 and such Letter of Credit is otherwise in form and substance acceptable to the Revolving Credit Maturity Date without giving effect to such extension, as the Total Revolving Credit Commitment is scheduled to be in effect immediately following the expiry of the Commitment of any Lender which is a Nonextending Lender relative to such extension), (iii) the Dollar Equivalent Amount of the Issuer Exposure of the applicable Issuer shall not exceed the Dollar Equivalent Amount of its Issuer Commitment and respective Issuing Bank; (iv) the Dollar Equivalent Amount of the Revolving Credit Exposure of any Lender shall not exceed the Dollar Equivalent Amount of the Revolving Credit Committed Amount of unless such Lender. Each Letter of Credit shall be denominated in is a Designated Currency and shall be in a form satisfactory standby letter of credit; (v) unless the Borrower has delivered to the Issuer. No respective Issuing Bank the completed and executed Letter of Credit shall have an expiry date later Documents (other than the fifth Business Day prior to Letter of Credit) on such Issuing Bank’s standard form, which shall contain terms no more restrictive than the Revolving Credit Maturity Date terms of this Agreement; (vi) unless such day, the “Letter of Credit Maturity Dateis governed by the International Standby Practices (1998) (“ISP”). Notwithstanding the foregoing, no Issuer shall be under any obligation to issue any Letter of Credit if any order, judgment or decree of any Governmental Authority or other regulatory body with jurisdiction over such Issuer shall purport by its terms to enjoin or restrain such Issuer from issuing such Letter of Credit, ) or any law successor to the ISP; and (vii) unless no Default has occurred and is continuing or governmental rule, regulation, policy, guideline or directive (whether or not having the force of law) would result from any governmental authority or other regulatory body with jurisdiction over such Issuer shall prohibit, or request that such Issuer refrain from, the issuance of such Letter of Credit in particular or shall impose upon such Issuer with respect to Credit. If the terms of any of the Letter of Credit any restriction or reserve or capital requirement Documents referred to in the foregoing clause (for which such Issuer is not otherwise compensatedv) or any unreimbursed lossconflicts with the terms of this Agreement, cost or expense which was not applicable, in effect and known to such Issuer as of the date terms of this Agreement and which such Issuer in good ▇▇▇▇▇ ▇▇▇▇▇ material to itshall control.
Appears in 1 contract
Sources: Senior Unsecured Credit Agreement (LaSalle Hotel Properties)
Issuance. Each Issuer hereby agreesFrom time-to-time from the date of this Agreement until three months before the Tranche A Maturity Date, at the request of the Borrower, an Issuing Bank shall, on the terms and conditions hereinafter set forth in this Agreementforth, to issue issue, increase, or extend the expiration date of Letters of Credit and to renew, extend, increase, decrease or otherwise modify Letters of Credit (“Modify,” and each such action a “Modification”), from time to time from and including the date of this Agreement and prior to the Letter of Credit Maturity Date upon the request of the Parent and for the account of the Borrower on any Borrower; provided that a Letter of Credit shall be issued or Modified only if (and upon each issuance or Modification the Relevant Borrower shall be deemed to represent and warrant that) before and after giving effect to such issuance or Modification (i) the LC Exposure shall not exceed the Letter of Credit Sublimit, (ii) the Dollar Equivalent Amount of the Total Revolving Credit Exposure and Competitive Bid Loans then outstanding shall not exceed the Total Revolving Credit Commitment (either as in effect on the date of such issuance or Modification or, if the Revolving Credit Maturity Date has been extended pursuant to Section 4.01 and the expiration of such Letter of Credit (as Modified, if applicable) would occur after the Revolving Credit Maturity Date without giving effect to such extension, as the Total Revolving Credit Commitment is scheduled to be in effect immediately following the expiry of the Commitment of any Lender which is a Nonextending Lender relative to such extension), (iii) the Dollar Equivalent Amount of the Issuer Exposure of the applicable Issuer shall not exceed the Dollar Equivalent Amount of its Issuer Commitment and (iv) the Dollar Equivalent Amount of the Revolving Credit Exposure of any Lender shall not exceed the Dollar Equivalent Amount of the Revolving Credit Committed Amount of such Lender. Each Letter of Credit shall be denominated in a Designated Currency and shall be in a form satisfactory to the IssuerBusiness Day. No Letter of Credit shall have an expiry date later than will be issued, increased, or extended:
(i) if such issuance, increase, or extension would cause the fifth Business Day prior to the Revolving Credit Maturity Date (such day, the “Letter of Credit Maturity Date”Exposure to exceed the lesser of (1) $50,000,000.00 and (2) the aggregate Tranche A Commitments less the aggregate outstanding principal amount of all Tranche A Advances, Competitive Advances, and Debt permitted under Section 6.02(d). Notwithstanding the foregoing, no Issuer shall be under any obligation to issue any Letter of Credit if any order, judgment or decree of any Governmental Authority or other regulatory body with jurisdiction over such Issuer shall purport by its terms to enjoin or restrain such Issuer from issuing such Letter of Credit, or any law or governmental rule, regulation, policy, guideline or directive ;
(whether or not having the force of lawii) from any governmental authority or other regulatory body with jurisdiction over such Issuer shall prohibit, or request that such Issuer refrain from, the issuance of unless such Letter of Credit in particular or shall impose upon has an Expiration Date not later than the earlier of (A) one year after the date of issuance thereof and (B) the Tranche A Maturity Date;
(iii) unless such Issuer with respect to any Letter of Credit is in form and substance acceptable to such Issuing Bank in its sole discretion;
(iv) unless such Letter of Credit is a standby letter of credit not supporting the repayment of Funded Debt of any restriction or reserve or capital requirement Person;
(v) unless the Borrower has delivered to such Issuing Bank a completed and executed letter of credit application on such Issuing Bank's standard form which shall contain terms no more restrictive than the terms of this Agreement; and
(vi) unless such Letter of Credit is governed by the Uniform Customs and Practice for which such Issuer is not otherwise compensated) Documentary Credits (1993 Revision), International Chamber of Commerce Publication No. 500 or any unreimbursed loss, cost or expense which was not applicable, in effect and known successor to such Issuer as publication. If the terms of any letter of credit application referred to in the date foregoing clause (v) conflicts with the terms of this Agreement, the terms of this Agreement and which such Issuer in good ▇▇▇▇▇ ▇▇▇▇▇ material to itshall control.
Appears in 1 contract
Issuance. Each Issuer hereby agreesFrom time to time from the date of this Agreement until three months before the Maturity Date, at the request of the Borrower, the Issuing Bank shall, on any Business Day and on the terms and conditions hereinafter set forth in this Agreementforth, to issue issue, increase, decrease, amend, or extend the expiration date of Letters of Credit and to renew, extend, increase, decrease or otherwise modify Letters of Credit (“Modify,” and each such action a “Modification”), from time to time from and including the date of this Agreement and prior to the Letter of Credit Maturity Date upon the request of the Parent and for the account of the Borrower (for its own benefit or for the benefit of the Parent or any of the Borrower; provided that ’s Subsidiaries). Promptly after issuance by the Issuing Bank of a Letter of Credit, such Issuing Bank shall furnish a copy of such Letter of Credit to the Borrower. Each Issuing Bank shall promptly give notice to the Administrative Agent of the issuance of each Letter of Credit issued by such Issuing Bank (including the amount thereof). Upon the Effective Date, but subject to the limitations contained in the following sentence, each Existing Letter of Credit shall be issued or Modified only if (and upon each issuance or Modification the Relevant Borrower shall be deemed automatically converted to represent and warrant that) before and after giving effect to such issuance or Modification (i) the LC Exposure shall not exceed the a Letter of Credit Sublimit, (ii) the Dollar Equivalent Amount of the Total Revolving Credit Exposure and Competitive Bid Loans then outstanding shall not exceed the Total Revolving Credit Commitment (either as in effect on the date of such issuance or Modification or, if the Revolving Credit Maturity Date has been extended pursuant to Section 4.01 and the expiration of such Letter of Credit (as Modified, if applicable) would occur after the Revolving Credit Maturity Date without giving effect to such extension, as the Total Revolving Credit Commitment is scheduled to be in effect immediately following the expiry of the Commitment of any Lender which is a Nonextending Lender relative to such extension), (iii) the Dollar Equivalent Amount of the Issuer Exposure of the applicable Issuer shall not exceed the Dollar Equivalent Amount of its Issuer Commitment and (iv) the Dollar Equivalent Amount of the Revolving Credit Exposure of any Lender shall not exceed the Dollar Equivalent Amount of the Revolving Credit Committed Amount of such Lender. Each Letter of Credit shall be denominated in a Designated Currency and shall be in a form satisfactory to the IssuerCredit. No Letter of Credit shall have will be issued, increased, or extended and no Existing Letter of Credit will be converted to a Letter of Credit:
(i) if such issuance, increase, extension or conversion would cause the Letter of Credit Exposure to exceed the lesser of (x) $5,000,000 or (y) an expiry date amount equal to (A) the aggregate Revolving Commitments less (B) the sum of the aggregate Revolving Exposure at such time;
(ii) unless such Letter of Credit has an Expiration Date not later than the fifth Business Day earlier of (A) one year after the date of issuance thereof and (B) fifteen (15) days prior to the Revolving Credit Maturity Date Date;
(iii) unless such day, the “Letter of Credit Maturity Date”). Notwithstanding is a standby letter of credit not supporting the foregoing, no Issuer shall be under repayment of indebtedness for borrowed money of any obligation to issue any Person;
(iv) unless such Letter of Credit if any order, judgment or decree is in form and substance acceptable to the Issuing Bank;
(v) unless the Borrower has delivered to the Issuing Bank (with a copy to the Administrative Agent) the completed and executed Letter of any Governmental Authority or Credit Documents (other regulatory body with jurisdiction over such Issuer shall purport by its terms to enjoin or restrain such Issuer from issuing such than the Letter of Credit) on such Issuing Bank’s standard form, which shall contain terms no more restrictive than the terms of this Agreement;
(vi) if a default of any Lender’s obligations to fund under Section 2.13(c) exists or any law Lender is at such time a Defaulting Lender or governmental rulean Impacted Lender hereunder, regulation, policy, guideline unless the applicable Issuing Bank has entered into arrangements satisfactory to the Issuing Bank with the Borrower or directive such Lender to eliminate the Issuing Bank’s risk with respect to such Lender; and
(whether vii) unless no Default has occurred and is continuing or not having the force of law) would result from any governmental authority or other regulatory body with jurisdiction over such Issuer shall prohibit, or request that such Issuer refrain from, the issuance of such Letter of Credit in particular or shall impose upon such Issuer with respect to Credit. If the terms of any of the Letter of Credit any restriction or reserve or capital requirement Documents referred to in the foregoing clause (for which such Issuer is not otherwise compensatedv) or any unreimbursed lossconflicts with the terms of this Agreement, cost or expense which was not applicable, in effect and known to such Issuer as of the date terms of this Agreement and which such Issuer in good ▇▇▇▇▇ ▇▇▇▇▇ material to itshall control.
Appears in 1 contract
Sources: Senior Secured Credit Agreement (Interstate Hotels & Resorts Inc)
Issuance. Each Issuer The Issuing Bank hereby agrees, on the terms and conditions set forth in this Agreement, to issue Letters standby letters of Credit credit denominated in Dollars (each, a “Letter of Credit”) and to renew, extend, increase, decrease or otherwise modify Letters each Letter of Credit (“Modify,” and each such action a “Modification”), from time to time from and including the date of this Agreement and prior Closing Date to the Letter of Credit Maturity fifth Business Day before the Facility Termination Date upon the request of the Parent and for the account of any Borrower; provided that a Borrower Representative, only if immediately after each Letter of Credit shall be is issued or Modified only if (and upon Modified, each issuance or Modification of the Relevant Borrower shall be deemed to represent and warrant that) before and after giving effect to such issuance or Modification following is true:
(i) the LC Exposure shall aggregate amount of the outstanding L/C Obligations does not exceed the Letter of Credit Sublimit, $75,000,000;
(ii) the Dollar Equivalent Amount aggregate amount of outstanding Letters of Credit issued by the Total Revolving Credit Exposure and Competitive Bid Loans then outstanding shall Issuing Bank does not exceed the Total Revolving Credit Commitment (either as in effect on the date of such issuance or Modification or, if the Revolving Credit Maturity Date has been extended pursuant to Section 4.01 and the expiration of such Letter of Credit (as Modified, if applicable) would occur after the Revolving Credit Maturity Date without giving effect to such extension, as the Total Revolving Credit Commitment is scheduled to be in effect immediately following the expiry of the Commitment of any Lender which is a Nonextending Lender relative to such extension), $75,000,000; and
(iii) the Dollar Equivalent Amount of the Issuer Aggregate Revolving Exposure of the applicable Issuer shall does not exceed the Dollar Equivalent Amount of its Issuer Commitment and (iv) the Dollar Equivalent Amount of the Aggregate Revolving Credit Exposure of any Lender shall not exceed the Dollar Equivalent Amount of the Revolving Credit Committed Amount of such Lender. Each Letter of Credit shall be denominated in a Designated Currency and shall be in a form satisfactory to the IssuerCommitments. No Letter of Credit shall may have an expiry date later than the earlier of (x) the fifth Business Day prior to before the Revolving Credit Maturity Facility Termination Date and (such day, y) one year after its issuance; provided that the “expiry date of a Letter of Credit Maturity Date”)may be up to one year later than the fifth Business Day before the Facility Termination Date if the Borrowers has posted on or before the fifth Business Day before the Facility Termination Date Cash Collateral in the L/C Collateral Account on terms satisfactory to the Administrative Agent in an amount equal to 105% of the L/C Obligations with respect to such Letter of Credit. Notwithstanding anything herein to the foregoingcontrary, no Issuer shall be under the Issuing Bank does not have any obligation to issue any Letter of Credit if any order, judgment or decree the proceeds of any Governmental Authority or other regulatory body with jurisdiction over such Issuer shall purport by its terms to enjoin or restrain such Issuer from issuing such Letter of Credit, or any law or governmental rule, regulation, policy, guideline or directive (whether or not having the force of law) from any governmental authority or other regulatory body with jurisdiction over such Issuer shall prohibit, or request that such Issuer refrain from, the issuance of such Letter of Credit in particular or shall impose upon such Issuer with respect which would be made available to any Letter Person in violation of Credit any restriction or reserve or capital requirement (for which such Issuer is not otherwise compensated) or any unreimbursed loss, cost or expense which was not applicable, in effect and known to such Issuer as of the date of this Agreement and which such Issuer in good ▇▇▇▇▇ ▇▇▇▇▇ material to itSection 6.2.
Appears in 1 contract
Issuance. Each LC Issuer hereby agrees, on the terms and conditions set forth out in this Agreement, to issue Financial Letters of Credit, Performance Letters of Credit and Documentary Letters of Credit (collectively with the Existing Letters of Credit, each, a “Facility LC”) and to renew, extend, increase, decrease or otherwise modify Letters of Credit each Facility LC (“Modify,” and each such action a “Modification”), from time to time from and including the date of this Agreement and prior to the Letter of Credit date that is five Business Days prior to its respective Commitment Maturity Date upon the request of the Parent and for the account of any BorrowerBorrower or any Restricted Subsidiary; provided that a Letter of Credit (i) each Facility LC shall be issued or Modified only if (and upon each issuance or Modification the Relevant Borrower shall be deemed to represent and warrant that) before and after giving effect to such issuance or Modification (i) the LC Exposure shall not exceed the Letter of Credit Sublimitin an Agreed Currency, (ii) immediately after each such Facility LC is issued or Modified, the Dollar Equivalent Amount LC Obligations of the Total Revolving Credit Exposure and Competitive Bid Loans then outstanding shall any LC Issuer may not exceed the Total Revolving Credit its LC Commitment (either as in effect on except to the date of such issuance or Modification or, if the Revolving Credit Maturity Date has been extended pursuant to Section 4.01 and the expiration of such Letter of Credit (as Modified, if applicable) would occur after the Revolving Credit Maturity Date without giving effect to such extension, as the Total Revolving Credit Commitment is scheduled to be in effect immediately following the expiry of the Commitment extent of any Lender which is a Nonextending Lender relative excess caused by the Excess Existing LC Obligations attributable to such extensionan Overadvanced LC Issuer as provided in clause (b) below), (iii) immediately after each such Facility LC is issued or Modified, the Dollar Equivalent Amount of the Issuer Exposure of the applicable Issuer shall aggregate LC Obligations may not exceed the Dollar Equivalent Amount of its Issuer Commitment and LC Sublimit, (iv) immediately after each such Facility LC is issued or Modified, the Dollar Equivalent Amount of the Revolving Aggregate Outstanding Credit Exposure of any Lender shall may not exceed the Dollar Equivalent Amount Aggregate Commitment, and (v) if the expiry date of such Facility LC would occur after the Commitment Maturity Date of any Lender, the stated amount of such Facility LC, together with the undrawn stated amount of all other Facility LCs with expiry dates occurring after such Commitment Maturity Date, may not exceed the portion of the Revolving Credit Committed Amount of Aggregate Commitment not expiring on such LenderCommitment Maturity Date. Each Letter of Credit In addition, (A) no LC Issuer shall be denominated in a Designated Currency and shall be in a form satisfactory obligated to the Issuer. No Letter of Credit shall have issue any Facility LC if (1) such Facility LC has an initial expiry date later than three years after its issuance, unless such LC Issuer agrees to a later expiry date in its sole discretion or (2) such Facility LC contains any provisions for the fifth Business Day prior to automatic reinstatement of the Revolving Credit Maturity Date maximum stated amount after any drawing thereunder and (such day, the “Letter of Credit Maturity Date”). Notwithstanding the foregoing, B) no LC Issuer shall be under any obligation to increase or extend any Facility LC if (1) such LC Issuer would have no obligation at such time to issue the Facility LC in its modified form under the terms hereof or (2) the beneficiary of such Facility LC does not accept the proposed modification thereto. Any Facility LC may provide for the renewal thereof for additional one-year periods unless the LC Issuer provides prior notice of non-renewal to the beneficiary, which periods shall not in any Letter event extend the expiry date of such Facility LC more than 12 months beyond the respective Commitment Maturity Date. On the Closing Date, all Existing Letters of Credit if shall automatically, without any order, judgment or decree action on the part of any Governmental Authority or other regulatory body with jurisdiction over such Issuer Person, be deemed to be Facility LCs issued and outstanding hereunder, and shall purport be subject to and governed by its the terms to enjoin or restrain such Issuer from issuing such Letter of Credit, or any law or governmental rule, regulation, policy, guideline or directive (whether or not having the force of law) from any governmental authority or other regulatory body with jurisdiction over such Issuer shall prohibit, or request that such Issuer refrain from, the issuance of such Letter of Credit in particular or shall impose upon such Issuer with respect to any Letter of Credit any restriction or reserve or capital requirement (for which such Issuer is not otherwise compensated) or any unreimbursed loss, cost or expense which was not applicable, in effect and known to such Issuer as of the date of this Agreement and which such Issuer in good ▇▇▇▇▇ ▇▇▇▇▇ material to itconditions hereof.
Appears in 1 contract
Issuance. Each Issuer hereby agrees, on Subject to the terms and conditions set forth in this Agreement, to issue Letters hereof and of the Letter of Credit Documents, if any, and to renewany other terms and conditions which the Issuing Bank may reasonably require, extend, increase, decrease or otherwise modify Letters of Credit (“Modify,” and each such action a “Modification”), the Lenders will participate in the issuance by the Issuing Bank from time to time of such Letters of Credit in Dollars from and including the date of this Agreement and prior Closing Date until the Maturity Date as the Borrower may request, in a form reasonably acceptable to the Issuing Bank; provided, however, that (a) the Letter of Credit Maturity Date upon the request of the Parent and for the account of any Borrower; provided that a Letter of Credit shall be issued or Modified only if (and upon each issuance or Modification the Relevant Borrower shall be deemed to represent and warrant that) before and after giving effect to such issuance or Modification (i) the LC Exposure Obligations outstanding shall not at any time exceed the Letter of Credit SublimitCommitted Amount, (iib) the Dollar Equivalent Amount of the Total Revolving Credit Exposure and Competitive Bid Loans then aggregate Working Capital Obligations outstanding shall not at any time exceed the Total Revolving Credit Committed Amount then in effect and (c) the Issuing Bank shall not be required to issue a Letter of Credit to the extent that the amount of all issued Letters of Credit when added to the then outstanding Revolving Loans and Swing Loans of such Issuing Bank, would cause the aggregate outstanding amount (without duplication) of such Issuing Bank’s Revolving Credit Commitment to exceed such Issuing Bank’s Revolving Credit Commitment Percentage. No Letter of Credit shall (either as in effect on x) have an original expiry date more than one year from the date of such issuance or Modification or(y) as originally issued or as extended, if have an expiry date extending beyond the Revolving Credit date that is five (5) Business Days prior to the Maturity Date (but, subject to the foregoing, may provide for automatic renewal in the absence of notice of non-renewal by the Issuing Bank), provided that the Issuing Bank shall not permit any such renewal if it has been extended pursuant to Section 4.01 and received notice on or before the expiration day that is two (2) Business Days before the scheduled maturity date of such Letter of Credit (as Modified, if applicable) would occur after from the Revolving Credit Maturity Date without giving effect to such extension, as the Total Revolving Credit Commitment is scheduled to be in effect immediately following the expiry of the Commitment of any Lender which is a Nonextending Lender relative to such extension), (iii) the Dollar Equivalent Amount of the Issuer Exposure Agent or Borrower that one or more of the applicable Issuer shall conditions specified in Section 5.2 are not exceed the Dollar Equivalent Amount of its Issuer Commitment and (iv) the Dollar Equivalent Amount of the Revolving Credit Exposure of any Lender shall not exceed the Dollar Equivalent Amount of the Revolving Credit Committed Amount of such Lenderthen satisfied. Each Letter of Credit shall be denominated in a Designated Currency comply with the related Letter of Credit Documents. The issuance and shall be in a form satisfactory to the Issuer. No expiry date of each Letter of Credit shall have an expiry date later than comply with the fifth Business Day prior to the Revolving Credit Maturity Date (such day, the “related Letter of Credit Maturity Documents. The issuance and expiry date of each Letter of Credit shall be a Business Day. The Existing Letters of Credit shall be deemed to have been issued hereunder on the Closing Date”), and no request for issuance thereof need be made. Notwithstanding anything to the foregoingcontrary contained in this Section 3.1, no Issuer the Issuing Bank shall not be under any obligation obligated to issue any Letter of Credit if at a time when any order, judgment other Lender is a Defaulting Lender unless the Issuing Bank has entered into arrangements (which may include the delivery of cash collateral) with the Borrower or decree of any Governmental Authority or other regulatory body with jurisdiction over such Issuer shall purport by its terms Defaulting Lender which are satisfactory to enjoin or restrain such Issuer from issuing such Letter of Credit, or any law or governmental rule, regulation, policy, guideline or directive the Issuing Bank to eliminate the Issuing Bank’s Fronting Exposure (whether or not having the force of lawafter giving effect to Section 4.11(a)(iii)) from any governmental authority or other regulatory body with jurisdiction over such Issuer shall prohibit, or request that such Issuer refrain from, the issuance of such Letter of Credit in particular or shall impose upon such Issuer with respect to any Letter of Credit any restriction or reserve or capital requirement (for which such Issuer is not otherwise compensated) or any unreimbursed loss, cost or expense which was not applicable, in effect and known to such Issuer as of the date of this Agreement and which such Issuer in good ▇▇▇▇▇ ▇▇▇▇▇ material to itDefaulting Lender.
Appears in 1 contract
Sources: Senior Secured Credit Facility (TransMontaigne Partners L.P.)
Issuance. Each Issuer hereby agrees, on Subject to and upon the terms and conditions herein set forth in this Agreementforth, to issue Letters so long as no Default or Event of Credit Default has occurred and to renewis continuing, extendthe Issuing Lender will, increase, decrease or otherwise modify Letters of Credit (“Modify,” at any time and each such action a “Modification”), from time to time from on and including after the date of this Agreement Closing Date and prior to the Letter earlier of Credit Maturity Date upon the request of the Parent and for the account of any Borrower; provided that a Letter of Credit shall be issued or Modified only if (and upon each issuance or Modification the Relevant Borrower shall be deemed to represent and warrant that) before and after giving effect to such issuance or Modification (i) the LC Exposure shall not exceed the Letter of Credit Sublimit, (ii) the Dollar Equivalent Amount of the Total Revolving Credit Exposure and Competitive Bid Loans then outstanding shall not exceed the Total Revolving Credit Commitment (either as in effect on the date of such issuance or Modification or, if the Revolving Credit Maturity Date has been extended pursuant to Section 4.01 and the expiration of such Letter of Credit (as Modified, if applicable) would occur after the Revolving Credit Maturity Date without giving effect to such extension, as the Total Revolving Credit Commitment is scheduled to be in effect immediately following the expiry of the Commitment of any Lender which is a Nonextending Lender relative to such extension), (iii) the Dollar Equivalent Amount of the Issuer Exposure of the applicable Issuer shall not exceed the Dollar Equivalent Amount of its Issuer Commitment and (iv) the Dollar Equivalent Amount of the Revolving Credit Exposure of any Lender shall not exceed the Dollar Equivalent Amount of the Revolving Credit Committed Amount of such Lender. Each Letter of Credit shall be denominated in a Designated Currency and shall be in a form satisfactory to the Issuer. No Letter of Credit shall have an expiry date later than the fifth Business Day seventh day prior to the Revolving Credit Maturity Date and (such dayii) the Revolving Credit Termination Date, and upon request by the Borrower in accordance with the provisions of SECTION 3.2, issue for the account of the Borrower one or more irrevocable standby letters of credit denominated in Dollars and in a form customarily used or otherwise approved by the Issuing Lender (together with all amendments, modifications and supplements thereto, substitutions therefor and renewals and restatements thereof, collectively, the “"Letters of Credit"). The Stated Amount of each Letter of Credit Maturity Date”)shall not be less than such amount as may be acceptable to the Issuing Lender. Notwithstanding the foregoing:
(a) No Letter of Credit shall be issued the Stated Amount upon issuance of which (i) when added to the aggregate Letter of Credit Exposure of the Lenders at such time, no Issuer would exceed $100,000 or (ii) when added to the sum of (x) the aggregate Letter of Credit Exposure of all Lenders at such time, (y) the aggregate principal amount of all Revolving Loans then outstanding and (z) the aggregate principal amount of all Swingline Loans then outstanding, would exceed the aggregate Revolving Credit Commitments at such time;
(b) No Letter of Credit shall be issued that by its terms expires later than the seventh day prior to the Revolving Credit Maturity Date or, in any event, more than one (1) year after its date of issuance; provided, however, that a Letter of Credit may, if requested by the Borrower, provide by its terms, and on terms acceptable to the Issuing Lender, for renewal for successive periods of one year or less (but not beyond the seventh day prior to the Revolving Credit Maturity Date), unless and until the Issuing Lender shall have delivered a notice of nonrenewal to the beneficiary of such Letter of Credit;
(c) The Issuing Lender shall be under any no obligation to issue any Letter of Credit if if, at the time of such proposed issuance, (i) any order, judgment or decree of any Governmental Authority or other regulatory body with jurisdiction over such Issuer arbitrator shall purport by its terms to enjoin or restrain such Issuer the Issuing Lender from issuing such Letter of Credit, or any law Requirement of Law applicable to the Issuing Lender or governmental rule, regulation, policy, guideline any request or directive (whether or not having the force of law) from any governmental authority or other regulatory body Governmental Authority with jurisdiction over such Issuer the Issuing Lender shall prohibit, or request that such Issuer the Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuer the Issuing Lender with respect to any such Letter of Credit any restriction or reserve or capital requirement (for which such Issuer the Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or any unreimbursed loss, cost or expense which that was not applicable, in effect and or known to such Issuer the Issuing Lender as of the date of this Agreement Closing Date and which such Issuer that the Issuing Lender in good fait▇ ▇▇▇▇▇ ▇▇▇▇▇ material erial to it, or (ii) the Issuing Lender shall have actual knowledge, or shall have received notice from any Lender, prior to the issuance of such Letter of Credit that one or more of the conditions specified in SECTIONS 4.1 (if applicable) or 4.2 are not then satisfied (or have not been waived in writing as required herein) or that the issuance of such Letter of Credit would violate the provisions of subsection (a) above; and
(d) No more than five (5) Letters of Credit shall be outstanding at any one time.
Appears in 1 contract
Issuance. Each Issuer hereby agrees, on Subject to and upon the terms and conditions herein set forth in this Agreementforth, to issue Letters so long as no Default or Event of Credit Default has occurred and to renewis continuing, extendthe Issuing Lender will, increase, decrease or otherwise modify Letters of Credit (“Modify,” at any time and each such action a “Modification”), from time to time from on and including after the date of this Agreement Closing Date and prior to the earlier of (i) the Letter of Credit Maturity Date and (ii) the Revolving Credit Termination Date, and upon request by the request Company in accordance with the provisions of the Parent and Section 3.2, issue for the account of the Company one or more irrevocable standby letters of credit denominated in Dollars or any Borrower; provided that Foreign Currency and in a form customarily used or otherwise approved by the Issuing Lender (together with all amendments, modifications and supplements thereto, substitutions therefor and renewals and restatements thereof, collectively, the “Letters of Credit”). From and after the Closing Date, the Existing Letters of Credit shall be Letters of Credit hereunder and the fees set forth in Sections 2.9(c), 2.9(d) and 2.9(e) shall commence with respect to such Letters of Credit on the Closing Date. The Stated Amount of each Letter of Credit shall not be less than such amount as may be acceptable to the Issuing Lender. Notwithstanding the foregoing:
(a) No Letter of Credit shall be issued or Modified only if (and the Stated Amount upon each issuance or Modification the Relevant Borrower shall be deemed to represent and warrant that) before and after giving effect to such issuance or Modification (i) when added to the LC aggregate Letter of Credit Exposure shall not of the Revolving Credit Lenders at such time, would exceed the Letter of Credit SublimitSubcommitment, (ii) when added to the Dollar Equivalent Amount of the Total Revolving Credit Exposure and Competitive Bid Loans then outstanding shall not exceed the Total Revolving Credit Commitment (either as in effect on the date of such issuance or Modification or, if the Revolving Credit Maturity Date has been extended pursuant to Section 4.01 and the expiration of such aggregate Letter of Credit (as Modified, if applicable) would occur after the Revolving Credit Maturity Date without giving effect to such extension, as the Total Revolving Credit Commitment is scheduled to be in effect immediately following the expiry of the Commitment of any Lender which is a Nonextending Lender relative to such extension), (iii) the Dollar Equivalent Amount of the Issuer Exposure of the applicable Issuer shall not exceed the Dollar Equivalent Amount of its Issuer Commitment and (iv) the Dollar Equivalent Amount of the Revolving Credit Exposure Lenders at such time with respect to Letters of any Lender shall not Credit then outstanding and denominated in a Foreign Currency, would exceed $5,000,000, or (iii) when added to the Aggregate Revolving Credit Exposure, would exceed the Dollar Equivalent Amount of the aggregate Revolving Credit Committed Amount of Commitments at such Lender. Each time;
(b) No Letter of Credit shall be denominated in a Designated Currency and shall be in a form satisfactory to issued that by its terms expires later than the Issuer. No Letter of Credit shall have an expiry Maturity Date or, in any event, more than one (1) year after its date later than of issuance; provided, however, that a Letter of Credit may, if requested by the fifth Business Day prior Company, provide by its terms, and on terms acceptable to the Revolving Credit Maturity Date Issuing Lender, for renewal for successive periods of one year or less (such day, but not beyond the “Letter of Credit Maturity Date”). Notwithstanding , unless and until the foregoing, no Issuer Issuing Lender shall have delivered a notice of nonrenewal at least 30 days prior to the then expiry thereof to the beneficiary of such Letter of Credit; and
(c) The Issuing Lender shall be under any no obligation to issue any Letter of Credit if if, at the time of such proposed issuance, (i) any order, judgment or decree of any Governmental Authority or other regulatory body with jurisdiction over such Issuer arbitrator shall purport by its terms to enjoin or restrain such Issuer the Issuing Lender from issuing such Letter of Credit, or any law Requirement of Law applicable to the Issuing Lender or governmental rule, regulation, policy, guideline any request or directive (whether or not having the force of law) from any governmental authority or other regulatory body Governmental Authority with jurisdiction over such Issuer the Issuing Lender shall prohibit, or request that such Issuer the Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuer the Issuing Lender with respect to any such Letter of Credit any restriction or reserve or capital requirement (for which such Issuer the Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or any unreimbursed loss, cost or expense which that was not applicable, in effect and or known to such Issuer the Issuing Lender as of the date of this Agreement Closing Date and which such Issuer that the Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it, or (ii) the Issuing Lender shall have actual knowledge, or shall have received notice from any Lender, prior to the issuance of such Letter of Credit that one or more of the conditions specified in Section 4.1 (if applicable) or Section 4.2 are not then satisfied (or have not been waived in writing as required herein) or that the issuance of such Letter of Credit would violate the provisions of Section 3.1(a).
Appears in 1 contract
Issuance. Each Issuer hereby agrees, on Subject to the terms and conditions set forth in this Agreementhereof and of the LOC Documents, to issue if any, and any other terms and conditions which the Issuing Lender may reasonably require, during the Commitment Period the Issuing Lender shall issue, and the Revolving Lenders shall participate in, standby Letters of Credit and to renew, extend, increase, decrease for the account of the Borrowers (or otherwise modify Letters a Subsidiary of Credit the Company in accordance with clause (“Modify,” and each such action a “Modification”), i) below) from time to time from and including the date of this Agreement and prior upon request in a form acceptable to the Letter Issuing Lender; provided, however, that (i) the aggregate amount of LOC Obligations shall not at any time exceed TWENTY MILLION DOLLARS ($20,000,000) (the “LOC Committed Amount”), (ii) the sum of the aggregate principal amount of outstanding Revolving Loans plus outstanding Swingline Loans plus outstanding LOC Obligations shall not at any time exceed the Revolving Committed Amount then in effect, (iii) all Letters of Credit Maturity Date upon the request of the Parent shall be denominated in Dollars or, subject to Section 2.3(k), a Foreign Currency and for the account of any Borrower; provided that a Letter (iv) Letters of Credit shall be issued or Modified only if (for any lawful corporate purposes and upon each issuance or Modification the Relevant Borrower shall be deemed to represent issued as standby letters of credit, including in connection with workers’ compensation and warrant that) before and after giving effect to such issuance or Modification (i) other insurance programs. Except as otherwise expressly agreed in writing upon by all the LC Exposure shall not exceed the Revolving Lenders, no Letter of Credit Sublimit, shall have an original expiry date more than twelve (ii12) the Dollar Equivalent Amount of the Total Revolving Credit Exposure and Competitive Bid Loans then outstanding shall not exceed the Total Revolving Credit Commitment (either as in effect on months from the date of such issuance or Modification or, if subject to automatic renewal by operation of the Revolving Credit Maturity Date has been extended pursuant to Section 4.01 and terms of the expiration of such applicable Letter of Credit to a date not more than twelve (12) months from the date of extension; provided, however, so long as Modifiedno Default or Event of Default has occurred and is continuing and subject to the other terms and conditions to the issuance of Letters of Credit hereunder, if applicable) would occur after the Revolving Credit Maturity Date without giving effect to such extension, as the Total Revolving Credit Commitment is scheduled to be in effect immediately following the expiry dates of Letters of Credit may be extended annually or periodically from time to time on the Commitment of any Lender which is a Nonextending Lender relative to such extension), (iii) the Dollar Equivalent Amount of the Issuer Exposure request of the applicable Issuer Borrower; provided, further, that no Letter of Credit, as originally issued or as extended, shall not exceed have an expiry date extending beyond the Dollar Equivalent Amount of its Issuer Commitment and date that is thirty (iv30) days prior to the Dollar Equivalent Amount of the Revolving Credit Exposure of any Lender shall not exceed the Dollar Equivalent Amount of the Revolving Credit Committed Amount of such LenderMaturity Date. Each Letter of Credit shall comply with the related LOC Documents. The issuance and expiry date of each Letter of Credit shall be denominated in a Designated Currency and Business Day. Each Letter of Credit issued hereunder shall be in a form satisfactory to minimum original face amount of $25,000 or such lesser amount as approved by the IssuerIssuing Lender. No Letter The Borrowers’ Reimbursement Obligations in respect of Credit shall have an expiry date later than the fifth Business Day prior to the Revolving Credit Maturity Date (such day, the “Letter of Credit Maturity Date”). Notwithstanding the foregoing, no Issuer shall be under any obligation to issue any Letter of Credit if any order, judgment or decree of any Governmental Authority or other regulatory body with jurisdiction over such Issuer shall purport by its terms to enjoin or restrain such Issuer from issuing such each Existing Letter of Credit, or any law or governmental ruleand each Revolving Lender’s participation obligations in connection therewith, regulation, policy, guideline or directive (whether or not having shall be governed by the force of law) from any governmental authority or other regulatory body with jurisdiction over such Issuer shall prohibit, or request that such Issuer refrain from, the issuance of such Letter of Credit in particular or shall impose upon such Issuer with respect to any Letter of Credit any restriction or reserve or capital requirement (for which such Issuer is not otherwise compensated) or any unreimbursed loss, cost or expense which was not applicable, in effect and known to such Issuer as of the date terms of this Agreement and which such Issuer in good Credit Agreement. ▇▇▇▇▇ ▇▇▇▇▇ material Fargo shall be the Issuing Lender on all Letters of Credit issued after the Closing Date. The Existing Letters of Credit shall, as of the Closing Date, be deemed to ithave been issued as Letters of Credit hereunder and subject to and governed by the terms of this Agreement.
Appears in 1 contract
Issuance. Each Issuer hereby agreesFrom time-to-time from the Original Closing Date until 30 days before the Revolving Credit Maturity Date, at the request of a Borrower, the Issuing Bank shall, on the terms and conditions hereinafter set forth in this Agreementforth, to issue issue, increase, or extend the expiration date of Letters of Credit and to renew, extend, increase, decrease or otherwise modify Letters of Credit (“Modify,” and each such action a “Modification”), from time to time from and including the date of this Agreement and prior to the Letter of Credit Maturity Date upon the request of the Parent and for the account of the Company or any Borrower; provided that a Letter of Credit shall be issued or Modified only if (and upon each issuance or Modification the Relevant Borrower shall be deemed to represent and warrant that) before and after giving effect to such issuance or Modification (i) the LC Exposure shall not exceed the Letter of Credit Sublimit, (ii) the Dollar Equivalent Amount of the Total Revolving Credit Exposure and Competitive Bid Loans then outstanding shall not exceed the Total Revolving Credit Commitment (either as in effect on the date of such issuance or Modification or, if the Revolving Credit Maturity Date has been extended pursuant to Section 4.01 and the expiration of such Letter of Credit (as Modified, if applicable) would occur after the Revolving Credit Maturity Date without giving effect to such extension, as the Total Revolving Credit Commitment is scheduled to be in effect immediately following the expiry of the Commitment of any Lender which is a Nonextending Lender relative to such extension), (iii) the Dollar Equivalent Amount of the Issuer Exposure of the applicable Issuer shall not exceed the Dollar Equivalent Amount of its Issuer Commitment and (iv) the Dollar Equivalent Amount of the Revolving Credit Exposure of Subsidiaries on any Lender shall not exceed the Dollar Equivalent Amount of the Revolving Credit Committed Amount of such Lender. Each Letter of Credit shall be denominated in a Designated Currency and shall be in a form satisfactory to the IssuerBusiness Day. No Letter of Credit shall have will be issued, increased, or extended:
(i) if such issuance, increase, or extension would cause (A) the Letter of Credit Exposure to exceed (B) the lesser of (1) $75,000,000.00 and (2)(I) the aggregate Revolving Commitments minus (II) the sum of the aggregate outstanding principal Amount of all Revolving Advances and the aggregate outstanding principal amount of the Swingline Advances;
(ii) unless such Letter of Credit, other than a Performance Letter of Credit, has an expiry expiration date not later than the fifth earlier of (A) one year after the date of issuance thereof and (B) five Business Day Days prior to the Revolving Credit Maturity Date (such dayDate; provided that, the “Letter of Credit Maturity Date”). Notwithstanding the foregoing, no Issuer shall be under any obligation to issue any Letter of Credit if any order, judgment or decree of any Governmental Authority or other regulatory body with jurisdiction over such Issuer shall purport by its terms to enjoin or restrain such Issuer from issuing such Letter of Credit, or any law or governmental rule, regulation, policy, guideline or directive (whether or not having the force of law) from any governmental authority or other regulatory body with jurisdiction over such Issuer shall prohibit, or request that such Issuer refrain from, the issuance of such Letter of Credit with a one-year tenor may expressly provide that it is renewable at the option of the Issuing Bank for additional one-year periods (which shall in particular or shall impose upon such Issuer with respect to no event extend beyond the Revolving Credit Maturity Date); provided that any Performance Letter of Credit any restriction or reserve or capital requirement may have an expiration date not later than thirty (30) Business Days prior to the Revolving Credit Maturity Date;
(iii) unless such Letter of Credit is (A) issued in a currency that is an Agreed Currency and (B) is otherwise in form and substance acceptable to the Issuing Bank;
(iv) unless such Borrower has delivered to the Issuing Bank a completed and executed request for which issuance of letter of credit in the form of the attached Exhibit L; and
(v) unless such Issuer Letter of Credit is not otherwise compensated) governed by the Uniform Customs and Practice for Documentary Credits (1993 Revision), International Chamber of Commerce Publication No. 500, the International Standby Practices (ISP98), International Chamber of Commerce Publication No. 590, or any unreimbursed loss, cost or expense which was not applicable, in effect and known successor to such Issuer as publication. If the terms of any letter of credit application referred to in the date foregoing clause (iv) conflicts with the terms of this Agreement, the terms of this Agreement and which such Issuer in good ▇▇▇▇▇ ▇▇▇▇▇ material to itshall control.
Appears in 1 contract
Issuance. Each Issuer hereby agreesSubject to the terms of this Agreement, from time-to-time from the Closing Date until 30 days before the Maturity Date, at the request of a Borrower, the Issuing Bank shall, on the terms and conditions hereinafter set forth in this Agreementforth, to issue issue, increase, or extend the expiration date of Letters of Credit and to renew, extend, increase, decrease for the account of such Borrower or otherwise modify Letters of Credit (“Modify,” and each such action a “Modification”), from time to time from and including the date of this Agreement and prior to the Letter of Credit Maturity Date upon the request of the Parent and for the account of any Borrower; provided that Subsidiary of a Letter of Credit Borrower (in which case such Borrower and such Subsidiary shall be issued or Modified only if (and upon each issuance or Modification the Relevant Borrower shall be deemed co-applicants with respect to represent and warrant that) before and after giving effect to such issuance or Modification (i) the LC Exposure shall not exceed the Letter of Credit Sublimit, (ii) the Dollar Equivalent Amount of the Total Revolving Credit Exposure and Competitive Bid Loans then outstanding shall not exceed the Total Revolving Credit Commitment (either as in effect on the date of such issuance or Modification or, if the Revolving Credit Maturity Date has been extended pursuant to Section 4.01 and the expiration of such Letter of Credit) on any Business Day. All Letters of Credit (as Modified, if applicable) would occur after outstanding under the Revolving Original Credit Maturity Date without giving effect to such extension, as the Total Revolving Credit Commitment is scheduled Agreement will deemed to be in effect immediately following issued under this Agreement on the expiry of the Commitment of any Lender which is a Nonextending Lender relative to such extension), (iii) the Dollar Equivalent Amount of the Issuer Exposure of the applicable Issuer shall not exceed the Dollar Equivalent Amount of its Issuer Commitment and (iv) the Dollar Equivalent Amount of the Revolving Credit Exposure of any Lender shall not exceed the Dollar Equivalent Amount of the Revolving Credit Committed Amount of such Lender. Each Letter of Credit shall be denominated in a Designated Currency and shall be in a form satisfactory to the IssuerClosing Date. No Letter of Credit shall have will be issued, increased, or extended:
(i) if such issuance, increase, or extension would cause the Letter of Credit Exposure to exceed the lesser of (A) the aggregate Revolving Commitments minus the sum of the aggregate outstanding principal amount of all Revolving Advances and the aggregate outstanding principal amount of the Swing Line Advances and (B) the Borrowing Base minus the sum of the aggregate outstanding principal amount of all Revolving Advances and the aggregate outstanding principal amount of the Swing Line Advances;
(ii) unless such Letter of Credit has an expiry expiration date not later than the fifth Business Day prior to earlier of (A) one year after the Revolving Credit date of issuance thereof and (B) 180 days after the Maturity Date (Date; provided that, any such day, the “Letter of Credit with a one-year tenor may expressly provide that it is renewable at the option of the Issuing Bank for additional one-year periods (which shall in no event extend beyond the 180th day after the Maturity Date”). Notwithstanding the foregoing, no Issuer shall be under any obligation to issue any ) if such Letter of Credit if any order, judgment or decree is cancelable upon at least 30 days’ notice given by the Issuing Bank to the beneficiary of any Governmental Authority or other regulatory body with jurisdiction over such Issuer shall purport by its terms to enjoin or restrain such Issuer from issuing such Letter of Credit, or any law or governmental rule, regulation, policy, guideline or directive ;
(whether or not having the force of lawiii) from any governmental authority or other regulatory body with jurisdiction over such Issuer shall prohibit, or request that such Issuer refrain from, the issuance of unless such Letter of Credit is in particular or shall impose upon form and substance acceptable to the Issuing Bank in its sole discretion;
(iv) unless such Issuer with respect Borrower has delivered to any the Issuing Bank a completed and executed Letter of Credit any restriction or reserve or capital requirement Application; and
(v) unless such Letter of Credit is governed by the Uniform Customs and Practice for which such Issuer is not otherwise compensated) Documentary Credits (1993 Revision), International Chamber of Commerce Publication No. 500, or any unreimbursed loss, cost or expense which was not applicable, in effect and known successor to such Issuer as publication or to the International Standby Practices (1998), International Chamber of Commerce Publication No. 590, or any successor to such publication. If the date terms of any letter of credit application referred to in the foregoing clause (iv) conflicts with the terms of this Agreement, the terms of this Agreement and which such Issuer in good ▇▇▇▇▇ ▇▇▇▇▇ material to itshall control.
Appears in 1 contract
Sources: Credit Agreement (Total Gas & Electricity (PA) Inc)
Issuance. Each Issuer hereby agrees, on Subject to the terms and conditions set forth hereof and of the LOC Documents, if any, and any other terms and conditions which the Issuing Lender may reasonably require, the Lenders will participate in this Agreement, to issue Letters of Credit and to renew, extend, increase, decrease or otherwise modify Letters of Credit (“Modify,” and each such action a “Modification”)the issuance by the Issuing Lender, from time to time and in any Available Foreign Currency, of such Foreign Letters of Credit from and including the date of this Agreement and five (5) Business Days subsequent to the Amendment Effective Date until the date five (5) Business Days prior to the Letter of Credit Maturity Termination Date upon as ▇▇▇▇ Europe may request, in a form acceptable to the request of the Parent and for the account of any BorrowerIssuing Lender; provided provided, however, that a Letter of Credit shall be issued or Modified only if (and upon each issuance or Modification the Relevant Borrower shall be deemed to represent and warrant that) before and after giving effect to such issuance or Modification (i) the LC Exposure Dollar Amount (as determined as of the most recent Determination Date) of the Foreign LOC Obligations outstanding shall not at any time exceed FIFTEEN MILLION DOLLARS ($15,000,000) (the Letter of Credit Sublimit"Foreign LOC Committed Amount"), (ii) the Dollar Equivalent Amount sum of the Total Revolving Credit Exposure and Competitive Bid Dollar Amount (as determined as of the most recent Determination Date) of the aggregate principal amount of outstanding Foreign Currency Loans then plus the Dollar Amount (as determined as of the most recent Determination Date) of Foreign LOC Obligations outstanding shall not at any time exceed the Total Revolving Credit Commitment (either as in effect on the date of such issuance or Modification or, if the Revolving Credit Maturity Date has been extended pursuant to Section 4.01 aggregate Foreign Currency Committed Amount and the expiration of such Letter of Credit (as Modified, if applicable) would occur after the Revolving Credit Maturity Date without giving effect to such extension, as the Total Revolving Credit Commitment is scheduled to be in effect immediately following the expiry of the Commitment of any Lender which is a Nonextending Lender relative to such extension), (iii) the Dollar Equivalent Amount sum of the Issuer Exposure aggregate principal amount of outstanding Revolving Loans plus Domestic LOC Obligations outstanding plus the aggregate principal amount of outstanding Competitive Loans plus the aggregate principal amount of outstanding Swingline Loans plus the Dollar Amount (as determined as of the applicable Issuer most recent Determination Date) of the aggregate principal amount of outstanding Foreign Currency Loans plus the Dollar Amount (as determined as of the most recent Determination Date) of Foreign LOC Obligations outstanding shall not at any time exceed the Dollar Equivalent Amount of its Issuer Commitment and (iv) the Dollar Equivalent Amount of the aggregate Revolving Credit Exposure of any Lender shall not exceed the Dollar Equivalent Amount of the Revolving Credit Committed Amount of such LenderAmount. Each No Foreign Letter of Credit shall be denominated in a Designated Currency and shall be in a form satisfactory to (x) have an original expiry date more than one year from the Issuer. No Letter date of Credit shall issuance or (y) as originally issued or as extended, have an expiry date later than extending beyond the fifth Business Day prior to the Revolving Credit Maturity Date (such day, the “Letter of Credit Maturity Termination Date”). Notwithstanding the foregoing, no Issuer shall be under any obligation to issue any Letter of Credit if any order, judgment or decree of any Governmental Authority or other regulatory body with jurisdiction over such Issuer shall purport by its terms to enjoin or restrain such Issuer from issuing such Letter of Credit, or any law or governmental rule, regulation, policy, guideline or directive (whether or not having the force of law) from any governmental authority or other regulatory body with jurisdiction over such Issuer shall prohibit, or request that such Issuer refrain from, the issuance of such Letter of Credit in particular or shall impose upon such Issuer with respect to any Letter of Credit any restriction or reserve or capital requirement (for which such Issuer is not otherwise compensated) or any unreimbursed loss, cost or expense which was not applicable, in effect and known to such Issuer as of the date of this Agreement and which such Issuer in good ▇▇▇▇▇ ▇▇▇▇▇ material to it.
Appears in 1 contract
Sources: Credit Agreement (Hunt Corp)
Issuance. Each Issuer hereby agrees, on Subject to and upon the terms and conditions herein set forth, so long as no Default or Event of Default has occurred and is continuing, the Issuing Lender will, in reliance on the agreements of the other Lenders set forth in this Agreement, to issue Letters of Credit Article IV at any time and to renew, extend, increase, decrease or otherwise modify Letters of Credit (“Modify,” and each such action a “Modification”), from time to time from on and including after the date of this Agreement Effective Date and prior to the Letter earlier of Credit (i) the seventh day prior to the Maturity Date and (ii) the Termination Date, and upon request by the request Borrower in accordance with the provisions of the Parent and Section 4.2, issue for the account of any Borrower; provided that the Borrower one or more irrevocable standby letters of credit denominated in Dollars and in a form customarily used or otherwise approved by the Issuing Lender (together with all amendments, modifications and supplements thereto, substitutions therefor and renewals and restatements thereof, collectively, the “Letters of Credit”). The Stated Amount of each Letter of Credit shall not be less than $100,000 unless otherwise agreed to by the Issuing Lender. Notwithstanding the foregoing:
(a) No Letter of Credit shall be issued or Modified only if (and the Stated Amount upon each issuance or Modification the Relevant Borrower shall be deemed to represent and warrant that) before and after giving effect to such issuance or Modification of which (i) when added to the LC aggregate Letter of Credit Exposure shall not of the Lenders at such time, would exceed the Letter of Credit Sublimit, Sublimit or (ii) when added to the Dollar Equivalent Amount sum of (y) the Total aggregate Letter of Credit Exposure of all Lenders at such time and (z) the aggregate principal amount of all Revolving Credit Exposure Outstandings and Competitive Bid Loans then outstanding shall not Swing Line Outstandings, would exceed the Total Revolving Credit Commitment at such time;
(either as in effect on the date of such issuance or Modification or, if the Revolving Credit Maturity Date has been extended pursuant to Section 4.01 and the expiration of such Letter of Credit (as Modified, if applicableb) would occur after the Revolving Credit Maturity Date without giving effect to such extension, as the Total Revolving Credit Commitment is scheduled to be in effect immediately following the expiry of the Commitment of any Lender which is a Nonextending Lender relative to such extension), (iii) the Dollar Equivalent Amount of the Issuer Exposure of the applicable Issuer shall not exceed the Dollar Equivalent Amount of its Issuer Commitment and (iv) the Dollar Equivalent Amount of the Revolving Credit Exposure of any Lender shall not exceed the Dollar Equivalent Amount of the Revolving Credit Committed Amount of such Lender. Each No Letter of Credit shall be denominated in a Designated Currency and shall be in a form satisfactory issued that by its terms expires later than the seventh day prior to the Issuer. No Maturity Date or, in any event, more than one (1) year after its date of issuance; provided, however, that a Letter of Credit shall have an expiry date later than may, if requested by the fifth Business Day Borrower, provide by its terms, and on terms acceptable to the Issuing Lender, for renewal for successive periods of one year or less (but not beyond the seventh day prior to the Revolving Credit Maturity Date (Date), unless and until the Issuing Lender shall have delivered a notice of nonrenewal to the beneficiary of such day, the “Letter of Credit Maturity Date”). Notwithstanding the foregoing, no Issuer Credit; and
(c) The Issuing Lender shall be under any no obligation to issue any Letter of Credit if if, at the time of such proposed issuance, (i) any order, judgment or decree of any Governmental Authority or other regulatory body with jurisdiction over such Issuer arbitrator shall purport by its terms to enjoin or restrain such Issuer the Issuing Lender from issuing such Letter of Credit, or any law Requirement of Law applicable to the Issuing Lender or governmental rule, regulation, policy, guideline any request or directive (whether or not having the force of law) from any governmental authority or other regulatory body Governmental Authority with jurisdiction over such Issuer the Issuing Lender shall prohibit, or request that such Issuer the Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuer the Issuing Lender with respect to any such Letter of Credit any restriction or reserve or capital requirement (for which such Issuer the Issuing Lender is not otherwise compensated) not in effect on the Effective Date, or any unreimbursed loss, cost or expense which that was not applicable, in effect and or known to such Issuer the Issuing Lender as of the date of this Agreement Effective Date and which such Issuer that the Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it, or (ii) the Issuing Lender shall have actual knowledge, or shall have received notice from any Lender prior to the issuance of such Letter of Credit that one or more of the conditions specified in Sections 7.1 (if applicable) or 7.2 are not then satisfied (or have not been waived in writing as required herein) or that the issuance of such Letter of Credit would violate the provisions of subsection (a) above, or (iii) the issuance of such Letter of Credit would violate the policies of the Issuing Lender.
Appears in 1 contract
Issuance. Each Issuer hereby agrees, on the terms and conditions set forth The Lenders shall participate in this Agreement, to issue all Letters of Credit and requested by Borrower or its Subsidiary to renew, extend, increase, decrease be issued for the account of the Borrower or otherwise modify Letters of Credit (“Modify,” and each such action a “Modification”), Subsidiary from time to time upon request from the Closing Date until the Revolving Credit Termination Date. Borrower agrees that (A) the aggregate face amounts of all Letters of Credit shall not at any time exceed FIVE MILLION DOLLARS ($5,000,000) (the "LOC Committed Amount") and including (B) the date sum of this Agreement and prior to the aggregate amount of Revolving Credit Loans (other than Revolving Credit Loans made for the purpose of repaying Swing Line Loans or reimbursing STB for any amount drawn under any Letter of Credit Maturity Date upon but not yet so applied) plus the request aggregate face amounts of all Letters of Credit then outstanding, or drawn on but not repaid, plus the Parent aggregate amount of Swing Line Loans shall not at any time exceed the Maximum Total Amount and for the account of (C) any Borrower; provided that a Letter of Credit shall be issued or Modified only if (and upon each issuance or Modification in the Relevant Borrower shall be deemed to represent and warrant that) before and after giving effect to such issuance or Modification (i) the LC Exposure shall not exceed the Letter ordinary course of Credit Sublimit, (ii) the Dollar Equivalent Amount business of the Total Revolving Credit Exposure Borrower and Competitive Bid Loans then outstanding shall not exceed its Subsidiaries. Except as otherwise expressly agreed upon by all the Total Revolving Credit Commitment (either as in effect on the date of such issuance or Modification orLenders, if the Revolving Credit Maturity Date has been extended pursuant to Section 4.01 and the expiration of such Letter of Credit (as Modified, if applicable) would occur after the Revolving Credit Maturity Date without giving effect to such extension, as the Total Revolving Credit Commitment is scheduled to be in effect immediately following the expiry of the Commitment of any Lender which is a Nonextending Lender relative to such extension), (iii) the Dollar Equivalent Amount of the Issuer Exposure of the applicable Issuer shall not exceed the Dollar Equivalent Amount of its Issuer Commitment and (iv) the Dollar Equivalent Amount of the Revolving Credit Exposure of any Lender shall not exceed the Dollar Equivalent Amount of the Revolving Credit Committed Amount of such Lender. Each Letter of Credit shall be denominated in a Designated Currency and shall be in a form satisfactory to the Issuer. No no Letter of Credit shall have an original expiry date later more than one year from the fifth Business Day prior date of issuance; provided, however, so long as no Default or Event of Default has occurred and is continuing and subject to the Revolving other terms and conditions to the issuance of Letters of Credit Maturity Date (such dayhereunder, the “Letter expiry dates of Letters of Credit Maturity Date”). Notwithstanding the foregoingmay be extended annually on each anniversary date of their date of issuance for an additional period; provided, further, that no Issuer shall be under any obligation to issue any Letter of Credit if any order, judgment or decree of any Governmental Authority or other regulatory body with jurisdiction over such Issuer shall purport by its terms to enjoin or restrain such Issuer from issuing such Letter of Credit, as originally issued or any law or governmental ruleas extended, regulation, policy, guideline or directive (whether or not having shall have an expiry date extending beyond the force Revolving Credit Termination Date. The day of law) from any governmental authority or other regulatory body with jurisdiction over such Issuer shall prohibit, or request that such Issuer refrain from, the issuance of such each Letter of Credit in particular or shall impose upon such Issuer with respect to any Letter of Credit any restriction or reserve or capital requirement (for which such Issuer is not otherwise compensated) or any unreimbursed loss, cost or expense which was not applicable, in effect and known to such Issuer as of the date of this Agreement and which such Issuer in good ▇▇▇▇▇ ▇▇▇▇▇ material to itbe a Business Day.
Appears in 1 contract
Issuance. Each Issuer hereby agrees, on Subject to the terms and conditions set forth in of this Agreement, to issue Letters of Credit and to renew, extend, increase, decrease or otherwise modify Letters of Credit (“Modify,” and each such action a “Modification”)L/C Issuer severally agrees, from time to time from and including the date of this Agreement and prior to the Letter of Credit Maturity Date Date, upon the request of the Parent B▇▇▇▇▇▇▇, and for the account Borrower’s account, to issue, amend and renew Letters of any BorrowerCredit; provided that a Letter of Credit shall be issued or Modified only if (and upon each issuance or Modification the Relevant Borrower shall be deemed to represent and warrant that) before and , after giving effect to such issuance the issuance, amendment or Modification (i) the LC Exposure shall not exceed the Letter renewal of Credit Sublimit, (ii) the Dollar Equivalent Amount of the Total Revolving Credit Exposure and Competitive Bid Loans then outstanding shall not exceed the Total Revolving Credit Commitment (either as in effect on the date of such issuance or Modification or, if the Revolving Credit Maturity Date has been extended pursuant to Section 4.01 and the expiration of any such Letter of Credit (as Modified, if applicable) would occur after the Revolving Credit Maturity Date without giving effect to such extension, as the Total Revolving Credit Commitment is scheduled to be in effect immediately following the expiry of the Commitment of any Lender which is a Nonextending Lender relative to such extension)Credit, (iiiw) the Dollar Equivalent Amount of the Issuer Exposure of the applicable Issuer shall not exceed the Dollar Equivalent Amount of its Issuer Commitment and (iv) the Dollar Equivalent Amount of the Aggregate Revolving Credit Exposure of any Lender shall not exceed its separate Commitment at such time, (x) the Dollar Equivalent Amount of the Aggregate Revolving Credit Committed Amount Exposure of all Lenders shall not exceed the aggregate outstanding Commitments of all Lenders at such Lendertime, (y) the aggregate amount of all such L/C Exposure shall, subject to Section 2.3(b) not at any time exceed $200,000,000 (the “L/C Sublimit”) and (z) solely with respect to Letters of Credit denominated in Canadian Dollars, the aggregate amount of all Aggregate Revolving Exposure of all Lenders denominated in Canadian Dollars shall not exceed $50,000,000. Each Letter Lender shall, subject to the terms and conditions hereinafter set forth, purchase (or be deemed to have purchased) risk participations in all such Letters of Credit shall be denominated as more fully described in a Designated Currency and shall be in a form satisfactory to the IssuerSection 2.6(b)(ii). No such Letter of Credit shall have an expiry date later that is more than one year following the fifth Business Day prior to date of issuance thereof, but may contain provisions for automatic renewal thereof for periods not in excess of one (1) year, unless otherwise reasonably determined by Agent and the Revolving Credit Maturity Date (such dayapplicable L/C Issuer, the “Letter of Credit Maturity Date”). Notwithstanding the foregoingin their respective sole discretion, and no Issuer Lender shall be under any obligation to issue incur Letter of Credit Obligations in respect of, or purchase risk participations in, any Letter of Credit having an expiry date that is later than the fifth (5th) Business Day prior to the Maturity Date; provided, further that a Letter of Credit may, upon the request of Borrower, be issued or renewed for a period beyond the date that is five (5) Business Days prior to the Maturity Date if any order, judgment or decree such Letter of any Governmental Authority or other regulatory body with jurisdiction over Credit becomes subject to cash collateralization on such Issuer shall purport by its terms fifth (5th) Business Day prior to enjoin or restrain such Issuer from issuing the Maturity Date (at 103% of the face value of such Letter of Credit, or any law or governmental rule, regulation, policy, guideline or directive (whether or not having the force of law) from any governmental authority or other regulatory body arrangements, in each case reasonably satisfactory to Agent and the applicable L/C Issuer, have been provided, and the applicable L/C Issuer has released the Lenders in writing from their participation obligations with jurisdiction over such Issuer shall prohibit, or request that such Issuer refrain from, the issuance of respect to such Letter of Credit on the Maturity Date. Notwithstanding anything to the contrary contained herein, any L/C Issuer may only issue Letters of Credit to the extent permitted by applicable law. If (i) any Lender is a Defaulting Lender or Agent determines that any of the Lenders is an Impacted Lender, and (ii) the reallocation of that Defaulting Lender’s or Impacted Lender’s L/C Exposure to the other Lenders would reasonably be expected to cause the Aggregate Revolving Credit Exposure of any Lender to exceed its Commitment (an “Affected L/C Issuer”) then no Affected L/C Issuer shall be obligated to issue or renew any Letters of Credit unless the Defaulting Lender or Impacted Lender has been replaced, the L/C Exposure has been cash collateralized to the extent of any shortfall in particular Commitments, or the Commitment of the other Lenders has been increased in accordance with Section 12.2(c) by an amount sufficient to satisfy Agent that all additional L/C Exposure will be covered by all Lenders who are not Defaulting Lenders or Impacted Lenders. Notwithstanding anything to the contrary contained herein, no L/C Issuer shall impose upon such Issuer with respect be obligated to issue or renew any Letter of Credit any restriction if, after giving effect to the issuance or reserve or capital requirement (for which renewal thereof the aggregate amount of all L/C Exposure in respect of Letters of Credit issued by such L/C Issuer is not otherwise compensated) or any unreimbursed loss, cost or expense which was not applicable, in effect and known to would exceed such L/C Issuer’s L/C Issuer as of the date of this Agreement and which such Issuer in good ▇▇▇▇▇ ▇▇▇▇▇ material to itFronting Sublimit Amount.
Appears in 1 contract
Issuance. Each Issuer hereby agreesFrom time-to-time from the Effective Date until the Revolving Credit Maturity Date, at the request of the Borrower, the Issuing Bank shall, on the terms and conditions hereinafter set forth in this Agreementforth, to issue issue, increase, or extend the Expiration Date of Letters of Credit and to renew, extend, increase, decrease or otherwise modify Letters of Credit (“Modify,” and each such action a “Modification”), from time to time from and including the date of this Agreement and prior to the Letter of Credit Maturity Date upon the request of the Parent and for the account of the Borrower on any Borrower; provided that a Letter of Credit shall be issued or Modified only if (and upon each issuance or Modification the Relevant Borrower shall be deemed to represent and warrant that) before and after giving effect to such issuance or Modification (i) the LC Exposure shall not exceed the Letter of Credit Sublimit, (ii) the Dollar Equivalent Amount of the Total Revolving Credit Exposure and Competitive Bid Loans then outstanding shall not exceed the Total Revolving Credit Commitment (either as in effect on the date of such issuance or Modification or, if the Revolving Credit Maturity Date has been extended pursuant to Section 4.01 and the expiration of such Letter of Credit (as Modified, if applicable) would occur after the Revolving Credit Maturity Date without giving effect to such extension, as the Total Revolving Credit Commitment is scheduled to be in effect immediately following the expiry of the Commitment of any Lender which is a Nonextending Lender relative to such extension), (iii) the Dollar Equivalent Amount of the Issuer Exposure of the applicable Issuer shall not exceed the Dollar Equivalent Amount of its Issuer Commitment and (iv) the Dollar Equivalent Amount of the Revolving Credit Exposure of any Lender shall not exceed the Dollar Equivalent Amount of the Revolving Credit Committed Amount of such Lender. Each Letter of Credit shall be denominated in a Designated Currency and shall be in a form satisfactory to the IssuerBusiness Day. No Letter of Credit shall have be issued, increased, or extended:
(i) unless such issuance, increase, extension or conversion would not cause the Letter of Credit Exposure to exceed the lesser of (A) $20,000,000.00 or (B) the aggregate Revolving Credit Commitments minus the aggregate outstanding principal amount of all Revolving Credit Advances;
(ii) unless such Letter of Credit has an expiry date Expiration Date not later than the fifth Business Day prior to earlier of (A) twelve months after the date of issuance thereof or (B) the Revolving Credit Maturity Date Date;
(such day, iii) unless the “Letter of Credit Maturity Date”Documents executed in connection with Letters of Credit are in form and substance acceptable to the Issuing Bank in its sole discretion;
(iv) unless such Letter of Credit is a standby letter of credit not supporting the repayment of indebtedness for borrowed money of any Person;
(v) unless the Borrower has delivered to the Issuing Bank a completed and executed Letter of Credit Application; and
(vi) unless such Letter of Credit is governed by the Uniform Customs and Practice for Documentary Credits (1993 Revision), International Chamber of Commerce Publication No. Notwithstanding 500 or any successor to such publication. If the foregoing, no Issuer shall be under any obligation to issue terms of any Letter of Credit if any order, judgment or decree Application referred to in the foregoing clause (v) conflicts with the terms of any Governmental Authority or other regulatory body with jurisdiction over such Issuer shall purport by its terms to enjoin or restrain such Issuer from issuing such Letter of Credit, or any law or governmental rule, regulation, policy, guideline or directive (whether or not having the force of law) from any governmental authority or other regulatory body with jurisdiction over such Issuer shall prohibit, or request that such Issuer refrain fromthis Agreement, the issuance of such Letter of Credit in particular or shall impose upon such Issuer with respect to any Letter of Credit any restriction or reserve or capital requirement (for which such Issuer is not otherwise compensated) or any unreimbursed loss, cost or expense which was not applicable, in effect and known to such Issuer as of the date terms of this Agreement and which such Issuer in good ▇▇▇▇▇ ▇▇▇▇▇ material to itshall control.
Appears in 1 contract
Issuance. Each Issuer hereby agrees, on Subject to and upon the terms and conditions herein set forth in this Agreementforth, to issue Letters so long as no Default or Event of Credit Default has occurred and to renewis continuing, extendFirst Union National Bank, increaseas Issuing Lender, decrease or otherwise modify Letters of Credit (“Modify,” will, at any time and each such action a “Modification”), from time to time from on and including after the date of this Agreement Closing Date and prior to the Letter earlier of Credit Maturity Date upon the request of the Parent and for the account of any Borrower; provided that a Letter of Credit shall be issued or Modified only if (and upon each issuance or Modification the Relevant Borrower shall be deemed to represent and warrant that) before and after giving effect to such issuance or Modification (i) the LC Exposure shall not exceed the Letter of Credit Sublimit, (ii) the Dollar Equivalent Amount of the Total Revolving Credit Exposure and Competitive Bid Loans then outstanding shall not exceed the Total Revolving Credit Commitment (either as in effect on the date of such issuance or Modification or, if the Revolving Credit Maturity Date has been extended pursuant to Section 4.01 and the expiration of such Letter of Credit (as Modified, if applicable) would occur after the Revolving Credit Maturity Date without giving effect to such extension, as the Total Revolving Credit Commitment is scheduled to be in effect immediately following the expiry of the Commitment of any Lender which is a Nonextending Lender relative to such extension), (iii) the Dollar Equivalent Amount of the Issuer Exposure of the applicable Issuer shall not exceed the Dollar Equivalent Amount of its Issuer Commitment and (iv) the Dollar Equivalent Amount of the Revolving Credit Exposure of any Lender shall not exceed the Dollar Equivalent Amount of the Revolving Credit Committed Amount of such Lender. Each Letter of Credit shall be denominated in a Designated Currency and shall be in a form satisfactory to the Issuer. No Letter of Credit shall have an expiry date later than the fifth Business Day seventh day prior to the Revolving Credit Maturity Date and (ii) the Revolving Credit Termination Date, and upon request by the Borrower in accordance with the provisions of Section 3.2, issue for the account of the Borrower one or more irrevocable standby letters of credit denominated in Dollars and in a form customarily used or otherwise approved by such dayIssuing Lender, and on the Closing Date Fleet Bank, N.A., as Issuing Lender, shall be deemed to have issued the Outstanding Letters of Credit (together with all amendments, modifications and supplements thereto, substitutions therefor and renewals and restatements thereof, collectively, the “"Letters of Credit"); provided, however, that no more than ten (10) Letters of Credit may be outstanding at any time. The Stated Amount of each Letter of Credit Maturity Date”)shall not be less than such amount as may be acceptable to the Issuing Lender. Notwithstanding the foregoing:
(a) No Letter of Credit (i) shall have a Stated Amount of less than $20,000 or (ii) shall be issued the Stated Amount upon issuance of which (A) when added to the aggregate Letter of Credit Exposure of the Lenders at such time, no Issuer would exceed $10,000,000 or (B) when added to the sum of (y) the aggregate Letter of Credit Exposure of all Lenders at such time and (z) the aggregate principal amount of all Revolving Loans then outstanding, would exceed the aggregate Revolving Credit Commitments at such time or (c) when added to the sum of (y) the aggregate Letter of Credit Exposure of all Lenders at such time with respect to the Tranche A Revolving Loans under which such Letter of Credit is issued and (z) the aggregate principal amount of all Tranche A Revolving Loans then outstanding, would exceed the aggregate Tranche A Revolving Credit Commitments at such time;
(b) No Letter of Credit shall be issued that by its terms expires later than the seventh day prior to the Revolving Credit Maturity Date or, in any event, more than one (1) year after its date of issuance; provided, however, that a Letter of Credit may, if requested by the Borrower, provide by its terms, and on terms acceptable to the Issuing Lender, for renewal for successive periods of one year or less (but not beyond the seventh day prior to the Revolving Credit Maturity Date), unless and until the Issuing Lender shall have delivered a notice of nonrenewal to the beneficiary of such Letter of Credit; and
(c) The Issuing Lender shall be under any no obligation to issue any Letter of Credit if if, at the time of such proposed issuance, (i) any order, judgment or decree of any Governmental Authority or other regulatory body with jurisdiction over such Issuer arbitrator shall purport by its terms to enjoin or restrain such Issuer the Issuing Lender from issuing such Letter of Credit, or any law Requirement of Law applicable to the Issuing Lender or governmental rule, regulation, policy, guideline any request or directive (whether or not having the force of law) from any governmental authority or other regulatory body Governmental Authority with jurisdiction over such Issuer the Issuing Lender shall prohibit, or request that such Issuer the Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuer the Issuing Lender with respect to any such Letter of Credit any restriction or reserve or capital requirement (for which such Issuer the Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or any unreimbursed loss, cost or expense which that was not applicable, in effect and or known to such Issuer the Issuing Lender as of the date of this Agreement Closing Date and which such Issuer that the Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it, or (ii) the Issuing Lender shall have actual knowledge, or shall have received notice from any Lender or the Administrative Agent, prior to the issuance of such Letter of Credit that one or more of the conditions specified in Sections 4.1 (if applicable) or 4.2 are not then satisfied (or have not been waived in writing as required herein) or that the issuance of such Letter of Credit would violate the provisions of subsection (a) above.
(d) All Letters of Credit shall be issued pursuant to and in connection with the Tranche A Revolving Loans. The parties hereto agree that each Outstanding Letter of Credit will be treated as if it had been originally issued under this Agreement, and as of the Closing date each Outstanding Letter of Credit shall be deemed to be a Letter of Credit for all purposes hereunder and under the other Credit Documents. Specifically, and without limitation of the foregoing or the other provisions of this Article, (i) the Stated Amount of each Outstanding Letter of Credit, for so long as the same shall be outstanding, shall be included in calculating (y) the limit set forth in clause (i) of Section 3.1(a) and (z) the aggregate Letter of Credit Exposure, (ii) each Lender hereby absolutely and unconditionally agrees to purchase as of the Closing Date a participation from Fleet Bank, N.A. in each Outstanding Letter of Credit in accordance with Section 3.3 and to pay to Fleet Bank, N.A., as Issuing Lender, in accordance with Section 3.5, such Lender's pro rata share of each payment made by such Issuing Lender under any Outstanding Letter of Credit, together with interest in accordance with Section 3.5, and (iii) with respect to each Outstanding Letter of Credit, the Issuing Lender shall have the benefit of all rights, agreements, covenants and indemnities of an Issuing Lender set forth in this Agreement and shall comply with all agreements and obligations set forth herein that bind an Issuing Lender, insofar as the same apply to Letters of Credit generally. The Borrower agrees to use its reasonable best efforts to cause the Outstanding Letters of Credit to be replaced by Letters of Credit to be issued by First Union National Bank, as Issuing Lender, as soon as reasonably practicable after the Closing.
Appears in 1 contract
Issuance. Each Issuer hereby agrees, on (1) Subject to the terms and conditions set forth in of this Agreement, to issue Letters of Credit and to renew, extend, increase, decrease or otherwise modify Letters of Credit (“Modify,” and each such action a “Modification”)LENDER will, from time to time from after the Effective Date and including the date of this Agreement in its accordance with its usual and prior to the Letter of Credit Maturity Date upon customary practices, and at the request of the Parent and for the account of BORROWER, issue or create Letters of Credit for the benefit of beneficiaries designated by BORROWER. The Letters of Credit and the various documents related thereto (including the Applications defined below) are herein collectively called “Financing Documents”.
(2) Unless otherwise agreed by LENDER in writing, all shipping documents must be consigned to LENDER.
(3) Unless otherwise agreed by LENDER in writing, LENDER will not issue or create any Borrower; provided that a Financing Document if the issuance thereof would result in more than $3,500,000 in Letter of Credit Obligations being Outstanding at any one time or if the issuance thereof would result in a violation of the Lending Formula.
(A) Each Financing Document shall provide that drafts drawn thereunder must be issued presented to LENDER on or Modified only if prior to 60 days after the issuance thereof (unless otherwise agreed by LENDER), and, in the case of the Letters of Credit, that any acceptances created thereunder shall mature not later than 90 days after the creation thereof in the case of documentary Letters of Credit and upon each issuance 360 days n the case of standby Letters of Credit (unless otherwise agreed by LENDER).
(B) In the event that any drafts drawn under any Financing Document has an expiration date or Modification any acceptance has a maturity date later than the Relevant Borrower shall be deemed to represent Maturity Date and warrant that) before and after giving effect to such issuance LENDER’s relationship with BORROWER under this Agreement is not extended beyond the Maturity Date, BORROWER must obtain with a source other than LENDER or Modification (i) the LC Exposure shall not exceed the any LENDER’s Affiliate a replacement Financing Document, Letter of Credit Sublimit, or acceptance as the case may be or secure BORROWER’s obligations thereunder with cash collateral in an amount satisfactory to LENDER acting in good faith using reasonable commercial judgment.
(ii5) BORROWER shall give notice to LENDER of a request for issuance of any Financing Document not less than 2 Business Days prior to the proposed issuance date (which prescribed time period may be waived at the option of LENDER in the exercise of its sole discretion). Each such notice shall specify: (A) the Dollar Equivalent Amount of the Total Revolving Credit Exposure and Competitive Bid Loans then outstanding shall not exceed the Total Revolving Credit Commitment (either as in effect on the requested date of such issuance or Modification or, if (which shall be a Business Day); (B) the Revolving Credit Maturity Date has been extended pursuant to Section 4.01 and maximum amount of such Financing Document; (C) the expiration date of such Letter Financing Document; (D) the purpose of Credit such Financing Document; (as Modified, if applicableE) would occur after the Revolving Credit Maturity Date without giving effect to such extension, as the Total Revolving Credit Commitment is scheduled to be in effect immediately following the expiry name and address of the Commitment beneficiary of any Lender which is a Nonextending Lender relative to such extension), Financing Document; and (iiiF) the Dollar Equivalent Amount of the Issuer Exposure of the applicable Issuer shall not exceed the Dollar Equivalent Amount of its Issuer Commitment and required documents under any such Financing Document.
(iv6) the Dollar Equivalent Amount of the Revolving Credit Exposure of any Lender shall not exceed the Dollar Equivalent Amount of the Revolving Credit Committed Amount of such Lender. Each Letter of Credit shall be denominated in a Designated Currency and shall be in a form satisfactory to the Issuer. No Letter of Credit shall have an expiry date later than the fifth Business Day prior to the Revolving Credit Maturity Date (such day, the “Letter of Credit Maturity Date”). Notwithstanding the foregoing, no Issuer LENDER shall not be under any obligation to issue or create any Letter Financing Document if at the time of Credit if such issuance any order, judgment or decree of any Governmental Authority governmental authority or other regulatory body with jurisdiction over such Issuer arbitrator shall purport by its terms to enjoin or restrain such Issuer LENDER from issuing such Letter of Credit, Financing Document or any requirement of law applicable to LENDER or governmental rule, regulation, policy, guideline any request or directive (whether or not having the force of law) from any governmental authority or other regulatory body with jurisdiction over such Issuer LENDER shall prohibit, or request that such Issuer LENDER refrain from, the issuance of such Letter Letters of Credit generally or any such Financing Documents in particular particular, or shall impose upon such Issuer LENDER with respect to any Letter of Credit Financing Document any restriction or reserve or capital requirement (for which such Issuer LENDER is not otherwise compensated) not in effect on the date hereof, or any unreimbursed loss, cost or expense which was not applicable, in effect and or known to such Issuer LENDER as of the date of this Agreement hereof and which such Issuer LENDER in good ▇▇▇▇▇ ▇▇▇▇▇ material to it.
Appears in 1 contract
Sources: Loan and Security Agreement (Five Star Products Inc)
Issuance. Each Issuer hereby agrees, on The Issuing Lender has heretofore issued the Existing Letters of Credit. Subject to the terms and conditions hereof and of the LOC Documents, if any, and any other terms and conditions which the Issuing Lender may reasonably require and in reliance upon the representations and warranties set forth herein, the Issuing Lender agrees to issue, and each U.S. Lender and each Multicurrency Lender severally agrees to participate in this Agreementthe issuance by the Issuing Lender of, to issue standby and trade Letters of Credit and to renew, extend, increase, decrease or otherwise modify Letters of Credit (“Modify,” and each such action a “Modification”), in U.S. Dollars from time to time from and including during the date of this Agreement and prior Commitment Period as the Company may request, in a form acceptable to the Letter Issuing Lender; provided, however, that (i) the LOC Obligations outstanding shall not at any time exceed ONE HUNDRED MILLION DOLLARS ($100,000,000) (the "LOC Committed Amount") and (ii) the aggregate Dollar Amount with respect to principal of Credit Maturity Date upon outstanding U.S. Revolving Loans plus outstanding Multicurrency Revolving Loans plus outstanding Swingline Loans plus all LOC Obligations shall not exceed the request sum of the Parent and for U.S. Revolving Committed Amount plus the account of any Borrower; provided that a Multicurrency Revolving Committed Amount. No Letter of Credit shall be issued or Modified only if (and upon each issuance or Modification the Relevant Borrower shall be deemed to represent and warrant thatx) before and after giving effect to such issuance or Modification (i) the LC Exposure shall not exceed the Letter of Credit Sublimit, (ii) the Dollar Equivalent Amount of the Total Revolving Credit Exposure and Competitive Bid Loans then outstanding shall not exceed the Total Revolving Credit Commitment (either as in effect on have an original expiry date more than one year from the date of such issuance or Modification or, if the Revolving Credit Maturity Date has been extended pursuant to Section 4.01 and the expiration of such (other than an Existing Letter of Credit Credit) or (y) as Modifiedoriginally issued or as extended, if applicable) would occur after have an expiry date extending beyond the Revolving Credit Maturity Date without giving effect to such extension, as the Total Revolving Credit Commitment is scheduled to be in effect immediately following the expiry of the Commitment of any Lender which is a Nonextending Lender relative to such extension), (iii) the Dollar Equivalent Amount of the Issuer Exposure of the applicable Issuer shall not exceed the Dollar Equivalent Amount of its Issuer Commitment and (iv) the Dollar Equivalent Amount of the Revolving Credit Exposure of any Lender shall not exceed the Dollar Equivalent Amount of the Revolving Credit Committed Amount of such LenderTermination Date. Each Letter of Credit shall be denominated in a Designated Currency comply with the related LOC Documents. The issuance and shall be in a form satisfactory to the Issuer. No expiry dates of each Letter of Credit shall have an expiry date later than the fifth be a Business Day prior to the Revolving Credit Maturity Date (such day, the “Letter of Credit Maturity Date”). Notwithstanding the foregoing, no Issuer shall be under any obligation to issue any Letter of Credit if any order, judgment or decree of any Governmental Authority or other regulatory body with jurisdiction over such Issuer shall purport by its terms to enjoin or restrain such Issuer from issuing such Letter of Credit, or any law or governmental rule, regulation, policy, guideline or directive (whether or not having the force of law) from any governmental authority or other regulatory body with jurisdiction over such Issuer shall prohibit, or request that such Issuer refrain from, the issuance of such Letter of Credit in particular or shall impose upon such Issuer with respect to any Letter of Credit any restriction or reserve or capital requirement (for which such Issuer is not otherwise compensated) or any unreimbursed loss, cost or expense which was not applicable, in effect and known to such Issuer as of the date of this Agreement and which such Issuer in good ▇▇▇▇▇ ▇▇▇▇▇ material to itDay.
Appears in 1 contract
Sources: Credit Agreement (Hercules Inc)
Issuance. Each Issuer hereby agrees, on Subject to the terms and conditions set forth in this Agreement, to issue Letters hereof and of the Letter of Credit Documents, if any, and to renewany other terms and conditions which the Issuing Bank may reasonably require, extend, increase, decrease or otherwise modify Letters of Credit (“Modify,” and each such action a “Modification”), the Lenders will participate in the issuance by the Issuing Bank from time to time of such Letters of Credit in Dollars from and including the date of this Agreement and prior Closing Date until the Maturity Date as the Borrower may request, in a form reasonably acceptable to the Issuing Bank; provided, however, that (a) the Letter of Credit Maturity Date upon the request of the Parent and for the account of any Borrower; provided that a Letter of Credit shall be issued or Modified only if (and upon each issuance or Modification the Relevant Borrower shall be deemed to represent and warrant that) before and after giving effect to such issuance or Modification (i) the LC Exposure Obligations outstanding shall not at any time exceed the Letter of Credit Sublimit, Committed Amount and (iib) the Dollar Equivalent Amount of the Total Revolving Credit Exposure and Competitive Bid Loans then aggregate Working Capital Obligations outstanding shall not at any time exceed the Total Revolving Credit Commitment Committed Amount then in effect. No Letter of Credit shall (either as in effect on x) have an original expiry date more than one year from the date of such issuance or Modification or(y) as originally issued or as extended, if have an expiry date extending beyond the Revolving Credit date that is five (5) Business Days prior to the Maturity Date (but, subject to the foregoing, may provide for automatic renewal in the absence of notice of non-renewal by the Issuing Bank), provided that the Issuing Bank shall not permit any such renewal if it has been extended pursuant to Section 4.01 and received notice on or before the expiration day that is two Business Days before the scheduled maturity date of such Letter of Credit (as Modified, if applicable) would occur after from the Revolving Credit Maturity Date without giving effect to such extension, as the Total Revolving Credit Commitment is scheduled to be in effect immediately following the expiry of the Commitment of any Lender which is a Nonextending Lender relative to such extension), (iii) the Dollar Equivalent Amount of the Issuer Exposure Agent or Borrower that one or more of the applicable Issuer shall conditions specified in Section 5.3 are not exceed the Dollar Equivalent Amount of its Issuer Commitment and (iv) the Dollar Equivalent Amount of the Revolving Credit Exposure of any Lender shall not exceed the Dollar Equivalent Amount of the Revolving Credit Committed Amount of such Lenderthen satisfied. Each Letter of Credit shall be denominated in a Designated Currency comply with the related Letter of Credit Documents. The issuance and shall be in a form satisfactory to the Issuer. No expiry date of each Letter of Credit shall have an expiry date later than comply with the fifth Business Day prior to the Revolving Credit Maturity Date (such day, the “related Letter of Credit Maturity Date”)Documents. Notwithstanding the foregoing, no Issuer shall be under any obligation to issue any The issuance and expiry date of each Letter of Credit if any order, judgment or decree of any Governmental Authority or other regulatory body with jurisdiction over such Issuer shall purport by its terms to enjoin or restrain such Issuer from issuing such Letter of Credit, or any law or governmental rule, regulation, policy, guideline or directive (whether or not having the force of law) from any governmental authority or other regulatory body with jurisdiction over such Issuer shall prohibit, or request that such Issuer refrain from, the issuance of such Letter be a Business Day. The Existing Letters of Credit in particular or shall impose upon such Issuer with respect be deemed to any Letter of Credit any restriction or reserve or capital requirement (have been issued hereunder on the Funding Date, and no request for which such Issuer is not otherwise compensated) or any unreimbursed loss, cost or expense which was not applicable, in effect and known to such Issuer as of the date of this Agreement and which such Issuer in good ▇▇▇▇▇ ▇▇▇▇▇ material to itissuance thereof need be made.
Appears in 1 contract
Sources: Senior Secured Credit Facility (TransMontaigne Partners L.P.)
Issuance. Each Issuer hereby agrees, on Subject to the terms and conditions hereof and in reliance upon the representations and warranties set forth herein, the Issuing Lender agrees to issue, and each Lender severally agrees to participate in this Agreementthe issuance by the Issuing Lender of, to issue standby and trade Letters of Credit and to renew, extend, increase, decrease or otherwise modify Letters of Credit (“Modify,” and each such action a “Modification”), in Dollars from time to time from and including the Closing Date until the date of this Agreement and thirty (30) days prior to the Letter of Credit Maturity Date upon as the request of Borrower may request, in a form acceptable to the Parent and for the account of any BorrowerIssuing Lender; provided provided, however, that a Letter of Credit shall be issued or Modified only if (and upon each issuance or Modification the Relevant Borrower shall be deemed to represent and warrant that) before and after giving effect to such issuance or Modification (i) the LC Exposure LOC Obligations outstanding shall not at any time exceed FIVE MILLION DOLLARS ($5,000,000) (the Letter of Credit Sublimit“LOC Committed Amount”), (ii) the Dollar Equivalent Amount sum of (A) the Total aggregate outstanding principal amount of Revolving Credit Exposure and Competitive Bid Loans then outstanding plus (B) the LOC Obligations plus (C) the Aggregate Derivative Reserve Amount, shall not exceed the Total Revolving Committed Amount and (iii) the sum of (A) the aggregate outstanding principal amount of Revolving Loans plus (B) the LOC Obligations plus (C) the Aggregate Derivative Exposure Amount, plus (D) the then-outstanding Term Loan Obligations shall not exceed the Borrowing Base. No Letter of Credit Commitment shall (either as in effect on x) have an original expiry date more than one year from the date of issuance (provided that any such issuance or Modification or, if the Revolving Letter of Credit Maturity Date has been extended may contain customary “evergreen” provisions pursuant to Section 4.01 and which the expiration expiry date is automatically extended by a specific time period unless the Issuing Lender gives notice to the beneficiary of such Letter of Credit (as Modified, if applicable) would occur after the Revolving Credit Maturity Date without giving effect at least a specified time period prior to such extension, as the Total Revolving Credit Commitment is scheduled to be in effect immediately following the expiry of date then in effect) or (y) as originally issued or as extended, have an expiry date extending beyond the Commitment of any Lender which is a Nonextending Lender relative date thirty (30) days prior to such extension), (iii) the Dollar Equivalent Amount of the Issuer Exposure of the applicable Issuer shall not exceed the Dollar Equivalent Amount of its Issuer Commitment and (iv) the Dollar Equivalent Amount of the Revolving Credit Exposure of any Lender shall not exceed the Dollar Equivalent Amount of the Revolving Credit Committed Amount of such LenderMaturity Date. Each Letter of Credit shall be denominated in a Designated Currency and shall be in a form satisfactory to comply with the Issuerrelated LOC Documents. No The issuance dates of each Letter of Credit shall have an expiry date later than the fifth be a Business Day prior to the Revolving Credit Maturity Date (such day, the “Letter of Credit Maturity Date”). Notwithstanding the foregoing, no Issuer shall be under any obligation to issue any Letter of Credit if any order, judgment or decree of any Governmental Authority or other regulatory body with jurisdiction over such Issuer shall purport by its terms to enjoin or restrain such Issuer from issuing such Letter of Credit, or any law or governmental rule, regulation, policy, guideline or directive (whether or not having the force of law) from any governmental authority or other regulatory body with jurisdiction over such Issuer shall prohibit, or request that such Issuer refrain from, the issuance of such Letter of Credit in particular or shall impose upon such Issuer with respect to any Letter of Credit any restriction or reserve or capital requirement (for which such Issuer is not otherwise compensated) or any unreimbursed loss, cost or expense which was not applicable, in effect and known to such Issuer as of the date of this Agreement and which such Issuer in good ▇▇▇▇▇ ▇▇▇▇▇ material to itDay.
Appears in 1 contract
Issuance. Each Issuer hereby agreesFrom time to time from the date of this Agreement until three months before the Maturity Date, at the request of the Borrower, the Issuing Bank shall, on any Business Day and on the terms and conditions hereinafter set forth in this Agreementforth, to issue issue, increase, decrease, amend, or extend the expiration date of Letters of Credit and to renew, extend, increase, decrease or otherwise modify Letters of Credit (“Modify,” and each such action a “Modification”), from time to time from and including the date of this Agreement and prior to the Letter of Credit Maturity Date upon the request of the Parent and for the account of the Borrower (for its own benefit or for the benefit of any Borrower; provided that a of its Subsidiaries). Upon the Effective Date, but subject to the limitations contained in the following sentence, each Existing Letter of Credit shall be issued or Modified only if (and upon each issuance or Modification the Relevant Borrower shall be deemed automatically converted to represent and warrant that) before and after giving effect to such issuance or Modification (i) the LC Exposure shall not exceed the a Letter of Credit Sublimit, (ii) the Dollar Equivalent Amount of the Total Revolving Credit Exposure and Competitive Bid Loans then outstanding shall not exceed the Total Revolving Credit Commitment (either as in effect on the date of such issuance or Modification or, if the Revolving Credit Maturity Date has been extended pursuant to Section 4.01 and the expiration of such Letter of Credit (as Modified, if applicable) would occur after the Revolving Credit Maturity Date without giving effect to such extension, as the Total Revolving Credit Commitment is scheduled to be in effect immediately following the expiry of the Commitment of any Lender which is a Nonextending Lender relative to such extension), (iii) the Dollar Equivalent Amount of the Issuer Exposure of the applicable Issuer shall not exceed the Dollar Equivalent Amount of its Issuer Commitment and (iv) the Dollar Equivalent Amount of the Revolving Credit Exposure of any Lender shall not exceed the Dollar Equivalent Amount of the Revolving Credit Committed Amount of such Lender. Each Letter of Credit shall be denominated in a Designated Currency and shall be in a form satisfactory to the IssuerCredit. No Letter of Credit shall have will be issued, increased, or extended and no Existing Letter of Credit will be converted to a Letter of Credit (i) if such issuance, increase, extension or conversion would cause the Letter of Credit Exposure to exceed the lesser of (x) $10,000,000 or (y) an expiry date amount equal to (A) the aggregate Revolving Commitments less (B) the sum of the aggregate Revolving Exposure at such time; (ii) unless such Letter of Credit has an Expiration Date not later than the fifth Business Day earlier of (A) one year after the date of issuance thereof and (B) ten (10) days prior to the Revolving Credit Maturity Date Date; (iii) unless such day, the “Letter of Credit Maturity Date”). Notwithstanding is in form and substance acceptable to the foregoing, no Issuer shall be under any obligation to issue any Issuing Bank; (iv) unless such Letter of Credit if any order, judgment or decree is a standby letter of credit not supporting the repayment of indebtedness for borrowed money of any Governmental Authority or Person; (v) unless the Borrower has delivered to the Issuing Bank the completed and executed Letter of Credit Documents (other regulatory body with jurisdiction over than the Letter of Credit) on such Issuer Issuing Bank’s standard form, which shall purport by its contain terms to enjoin or restrain such Issuer from issuing no more restrictive than the terms of this Agreement; (vi) unless such Letter of Credit, Credit is governed by the International Standby Practices (1998) (“ISP”) or any law successor to the ISP; and (vii) unless no Default has occurred and is continuing or governmental rule, regulation, policy, guideline or directive (whether or not having the force of law) would result from any governmental authority or other regulatory body with jurisdiction over such Issuer shall prohibit, or request that such Issuer refrain from, the issuance of such Letter of Credit in particular or shall impose upon such Issuer with respect to Credit. If the terms of any of the Letter of Credit any restriction or reserve or capital requirement Documents referred to in the foregoing clause (for which such Issuer is not otherwise compensatedv) or any unreimbursed lossconflicts with the terms of this Agreement, cost or expense which was not applicable, in effect and known to such Issuer as of the date terms of this Agreement and which such Issuer in good ▇▇▇▇▇ ▇▇▇▇▇ material to itshall control.
Appears in 1 contract
Sources: Senior Secured Credit Agreement (Interstate Hotels & Resorts Inc)
Issuance. Each Issuer hereby agrees, on Subject to the terms and conditions set forth hereof and of the LOC Documents, if any, and any other terms and conditions which the Issuing Lender may reasonably require, the Lenders will participate in this Agreement, to issue Letters of Credit and to renew, extend, increase, decrease or otherwise modify Letters of Credit (“Modify,” and each such action a “Modification”)the issuance by the Issuing Lender, from time to time and in any Available Foreign Currency, of such Foreign Letters of Credit from the date five (5) Business Days subsequent to the Closing Date until the date five (5) Business Days prior to the Termination Date as ▇▇▇▇ Europe or ▇▇▇▇ BV may request, in a form acceptable to the Issuing Lender; provided, however, that (i) the Dollar Amount (as determined as of the most recent Determination Date) of the Foreign LOC Obligations outstanding shall not at any time exceed TEN MILLION DOLLARS ($10,000,000) (the "Foreign LOC Committed Amount"), (ii) the sum of the Dollar Amount (as determined as of the most recent Determination Date) of the aggregate principal amount of outstanding Foreign Currency Loans plus the Dollar Amount (as determined as of the most recent Determination Date) of Foreign LOC Obligations outstanding shall not at any time exceed the aggregate Foreign Currency Committed Amount and including (iii) the sum of the aggregate principal amount of outstanding Revolving Loans plus Domestic LOC Obligations outstanding plus the aggregate principal amount of outstanding Competitive Loans plus the aggregate principal amount of outstanding Swingline Loans plus the Dollar Amount (as determined as of the most recent Determination Date) of the aggregate principal amount of outstanding Foreign Currency Loans plus the Dollar Amount (as determined as of the most recent Determination Date) of Foreign LOC Obligations outstanding shall not at any time exceed the aggregate Revolving Committed Amount. No Foreign Letter of Credit shall (x) have an original expiry date more than one year from the date of this Agreement and prior to issuance or (y) as originally issued or as extended, have an expiry date extending beyond the Termination Date. Each Foreign Letter of Credit Maturity Date upon shall comply with the request related LOC Documents. The issuance and expiry date of the Parent and for the account of any Borrower; provided that a each Foreign Letter of Credit shall be issued or Modified only if (and upon each issuance or Modification the Relevant Borrower shall be deemed to represent and warrant that) before and after giving effect to such issuance or Modification (i) the LC Exposure shall not exceed the Letter of Credit Sublimit, (ii) the Dollar Equivalent Amount of the Total Revolving Credit Exposure and Competitive Bid Loans then outstanding shall not exceed the Total Revolving Credit Commitment (either as in effect on the date of such issuance or Modification or, if the Revolving Credit Maturity Date has been extended pursuant to Section 4.01 and the expiration of such Letter of Credit (as Modified, if applicable) would occur after the Revolving Credit Maturity Date without giving effect to such extension, as the Total Revolving Credit Commitment is scheduled to be in effect immediately following the expiry of the Commitment of any Lender which is a Nonextending Lender relative to such extension), (iii) the Dollar Equivalent Amount of the Issuer Exposure of the applicable Issuer shall not exceed the Dollar Equivalent Amount of its Issuer Commitment and (iv) the Dollar Equivalent Amount of the Revolving Credit Exposure of any Lender shall not exceed the Dollar Equivalent Amount of the Revolving Credit Committed Amount of such Lender. Each Letter of Credit shall be denominated in a Designated Currency and shall be in a form satisfactory to the Issuer. No Letter of Credit shall have an expiry date later than the fifth Business Day prior to the Revolving Credit Maturity Date (such day, the “Letter of Credit Maturity Date”). Notwithstanding the foregoing, no Issuer shall be under any obligation to issue any Letter of Credit if any order, judgment or decree of any Governmental Authority or other regulatory body with jurisdiction over such Issuer shall purport by its terms to enjoin or restrain such Issuer from issuing such Letter of Credit, or any law or governmental rule, regulation, policy, guideline or directive (whether or not having the force of law) from any governmental authority or other regulatory body with jurisdiction over such Issuer shall prohibit, or request that such Issuer refrain from, the issuance of such Letter of Credit in particular or shall impose upon such Issuer with respect to any Letter of Credit any restriction or reserve or capital requirement (for which such Issuer is not otherwise compensated) or any unreimbursed loss, cost or expense which was not applicable, in effect and known to such Issuer as of the date of this Agreement and which such Issuer in good ▇▇▇▇▇ ▇▇▇▇▇ material to itDay.
Appears in 1 contract
Sources: Credit Agreement (Hunt Corp)
Issuance. Each Issuer Issuing Bank hereby agrees, on the terms and conditions set forth in this Agreement, to issue Letters standby and commercial letters of Credit credit denominated in Dollars (each, a “Letter of Credit”) and to renew, extend, increase, decrease or otherwise modify Letters each Letter of Credit (“Modify,” and each such action a “Modification”), from time to time from and including the date of this Agreement and prior Closing Date to the Letter of Credit Maturity fifth Business Day before the Facility Termination Date upon the request of the Parent and Borrower, for the account benefit of any Borrower; provided that a Borrower or its Subsidiaries, only if immediately after each Letter of Credit shall be is issued or Modified only if (and upon Modified, each issuance or Modification of the Relevant Borrower shall be deemed to represent and warrant that) before and after giving effect to such issuance or Modification following is true:
(i) the LC Exposure shall aggregate amount of the outstanding L/C Obligations does not exceed the Letter of Credit Sublimit, $10,000,000;
(ii) the Dollar Equivalent Amount aggregate amount outstanding Letters of the Total Revolving Credit Exposure and Competitive Bid Loans then outstanding shall issued by each Issuing Bank does not exceed the Total Revolving Credit Commitment (either as in effect on the date of such issuance or Modification or, if the Revolving Credit Maturity Date has been extended pursuant to Section 4.01 and the expiration of such Letter of Credit (as Modified, if applicable) would occur after the Revolving Credit Maturity Date without giving effect to such extension, as the Total Revolving Credit Commitment is scheduled to be in effect immediately following the expiry of the Commitment of any Lender which is a Nonextending Lender relative to such extension), $10,000,000;
(iii) the Dollar Equivalent Amount aggregate amount of the Issuer Exposure of the applicable Issuer shall Revolving Exposures does not exceed the Dollar Equivalent Amount of its Issuer Commitment and aggregate Commitments; and
(iv) the Dollar Equivalent Amount of the Revolving Aggregate Outstanding Credit Exposure of any Lender shall does not exceed the Dollar Equivalent Amount of the Revolving Credit Committed Amount of such Lender. Each Letter of Credit shall be denominated in a Designated Currency and shall be in a form satisfactory to the IssuerAggregate Commitment. No Letter of Credit shall may have an expiry date later than the earlier of (x) the fifth Business Day prior to before the Revolving Credit Maturity Facility Termination Date and (such day, y) one year after its issuance; provided that the “expiry date of a Letter of Credit Maturity Date”)may be up to one year later than the fifth Business Day before the Facility Termination Date if the Borrower has posted on or before the fifth Business Day before the Facility Termination Date Cash Collateral in the L/C Collateral Account on terms satisfactory to the Administrative Agent in an amount equal to 103% of the L/C Obligations with respect to such Letter of Credit. Notwithstanding anything herein to the foregoingcontrary, no Issuer shall be under Issuing Bank has any obligation to issue any Letter of Credit if the proceeds of which would be made available to any order, judgment or decree Person in violation of any Governmental Authority or other regulatory body with jurisdiction over such Issuer shall purport by its terms to enjoin or restrain such Issuer from issuing such Letter of Credit, or any law or governmental rule, regulation, policy, guideline or directive (whether or not having the force of law) from any governmental authority or other regulatory body with jurisdiction over such Issuer shall prohibit, or Section 6.2. Borrower may request that such Issuer refrain from, the issuance of such Letter Letters of Credit in particular or shall impose upon such Issuer with respect to any Letter be issued of Credit any restriction or reserve or capital requirement (for which such Issuer is not otherwise compensated) or any unreimbursed losson behalf of itself and its Subsidiaries, cost or expense which was not applicable, in effect and known to such Issuer as of all the date provisions of this Agreement (including repayment obligations) shall be binding and which shall apply to all such Issuer in good ▇▇▇▇▇ ▇▇▇▇▇ material to itLetters of Credit whether issued on behalf of Borrower or its Subsidiaries.
Appears in 1 contract
Issuance. Each Issuer hereby agreesFrom time to time from the date of this Agreement until three months before the Maturity Date, at the request of the Borrower, the Issuing Bank shall, on any Business Day and on the terms and conditions hereinafter set forth in this Agreementforth, to issue issue, increase, decrease, amend, or extend the expiration date of Letters of Credit and to renew, extend, increase, decrease or otherwise modify Letters of Credit (“Modify,” and each such action a “Modification”), from time to time from and including the date of this Agreement and prior to the Letter of Credit Maturity Date upon the request of the Parent and for the account of any Borrower; provided that a Letter of Credit shall be issued the Borrower (for its own benefit or Modified only if (and upon each issuance or Modification for the Relevant Borrower shall be deemed to represent and warrant that) before and after giving effect to such issuance or Modification (i) the LC Exposure shall not exceed the Letter of Credit Sublimit, (ii) the Dollar Equivalent Amount of the Total Revolving Credit Exposure and Competitive Bid Loans then outstanding shall not exceed the Total Revolving Credit Commitment (either as in effect on the date of such issuance or Modification or, if the Revolving Credit Maturity Date has been extended pursuant to Section 4.01 and the expiration of such Letter of Credit (as Modified, if applicable) would occur after the Revolving Credit Maturity Date without giving effect to such extension, as the Total Revolving Credit Commitment is scheduled to be in effect immediately following the expiry of the Commitment benefit of any Lender which is a Nonextending Lender relative to such extension), (iii) the Dollar Equivalent Amount of the Issuer Exposure of the applicable Issuer shall not exceed the Dollar Equivalent Amount of its Issuer Commitment and (iv) the Dollar Equivalent Amount of the Revolving Credit Exposure of any Lender shall not exceed the Dollar Equivalent Amount of the Revolving Credit Committed Amount of such Lender. Each Letter of Credit shall be denominated in a Designated Currency and shall be in a form satisfactory to the IssuerSubsidiaries). No Letter of Credit shall have will be issued, increased, or extended (i) if such issuance, increase, extension or conversion would cause the Letter of Credit Exposure to exceed the lesser of (x) $10,000,000 or (y) an expiry date amount equal to (A) the aggregate Revolving Commitments LESS (B) the sum of the aggregate Revolving Exposure at such time; (ii) unless such Letter of Credit has an Expiration Date not later than the fifth Business Day earlier of (A) one year after the date of issuance thereof and (B) one day prior to the Revolving Credit Maturity Date Date; (iii) unless such day, the “Letter of Credit Maturity Date”). Notwithstanding is in form and substance acceptable to the foregoing, no Issuer shall be under any obligation to issue any Issuing Bank; (iv) unless such Letter of Credit if any order, judgment or decree is a standby letter of credit not supporting the repayment of indebtedness for borrowed money of any Governmental Authority or Person; (v) unless the Borrower has delivered to the Issuing Bank the completed and executed Letter of Credit Documents (other regulatory body with jurisdiction over than the Letter of Credit) on such Issuer Issuing Bank's standard form, which shall purport by its contain terms to enjoin or restrain such Issuer from issuing no more restrictive than the terms of this Agreement; (vi) unless such Letter of Credit, Credit is governed by the International Standby Practices (1998) ("ISP") or any law successor to the ISP; and (vii) unless no Default has occurred and is continuing or governmental rule, regulation, policy, guideline or directive (whether or not having the force of law) would result from any governmental authority or other regulatory body with jurisdiction over such Issuer shall prohibit, or request that such Issuer refrain from, the issuance of such Letter of Credit in particular or shall impose upon such Issuer with respect to Credit. If the terms of any of the Letter of Credit any restriction or reserve or capital requirement Documents referred to in the foregoing clause (for which such Issuer is not otherwise compensatedv) or any unreimbursed lossconflicts with the terms of this Agreement, cost or expense which was not applicable, in effect and known to such Issuer as of the date terms of this Agreement and which such Issuer in good ▇▇▇▇▇ ▇▇▇▇▇ material to itshall control.
Appears in 1 contract
Sources: Senior Secured Credit Agreement (Interstate Hotels & Resorts Inc)
Issuance. Each Issuer hereby agreesFrom time-to-time from the Closing Date until 30 days before the Revolving Credit Maturity Date, at the request of a Borrower, the Issuing Bank shall, on the terms and conditions hereinafter set forth in this Agreementforth, to issue issue, increase, or extend the expiration date of Letters of Credit and to renew, extend, increase, decrease or otherwise modify Letters of Credit (“Modify,” and each such action a “Modification”), from time to time from and including the date of this Agreement and prior to the Letter of Credit Maturity Date upon the request of the Parent and for the account of the Company or any Borrower; provided that a Letter of Credit shall be issued or Modified only if (and upon each issuance or Modification the Relevant Borrower shall be deemed to represent and warrant that) before and after giving effect to such issuance or Modification (i) the LC Exposure shall not exceed the Letter of Credit Sublimit, (ii) the Dollar Equivalent Amount of the Total Revolving Credit Exposure and Competitive Bid Loans then outstanding shall not exceed the Total Revolving Credit Commitment (either as in effect on the date of such issuance or Modification or, if the Revolving Credit Maturity Date has been extended pursuant to Section 4.01 and the expiration of such Letter of Credit (as Modified, if applicable) would occur after the Revolving Credit Maturity Date without giving effect to such extension, as the Total Revolving Credit Commitment is scheduled to be in effect immediately following the expiry of the Commitment of any Lender which is a Nonextending Lender relative to such extension), (iii) the Dollar Equivalent Amount of the Issuer Exposure of the applicable Issuer shall not exceed the Dollar Equivalent Amount of its Issuer Commitment and (iv) the Dollar Equivalent Amount of the Revolving Credit Exposure of Subsidiaries on any Lender shall not exceed the Dollar Equivalent Amount of the Revolving Credit Committed Amount of such Lender. Each Letter of Credit shall be denominated in a Designated Currency and shall be in a form satisfactory to the IssuerBusiness Day. No Letter of Credit shall have will be issued, increased, or extended:
(i) if such issuance, increase, or extension would cause (A) the Letter of Credit Exposure to exceed (B) the lesser of (1) $75,000,000.00 and (2)(I) the aggregate Revolving Commitments minus (II) the sum of the aggregate outstanding principal Amount of all Revolving Advances and the aggregate outstanding principal amount of the Swingline Advances;
(ii) unless such Letter of Credit has an expiry expiration date not later than the fifth earlier of (A) one year after the date of issuance thereof and (B) five Business Day Days prior to the Revolving Credit Maturity Date (such dayDate; provided that, the “Letter of Credit Maturity Date”). Notwithstanding the foregoing, no Issuer shall be under any obligation to issue any Letter of Credit if any order, judgment or decree of any Governmental Authority or other regulatory body with jurisdiction over such Issuer shall purport by its terms to enjoin or restrain such Issuer from issuing such Letter of Credit, or any law or governmental rule, regulation, policy, guideline or directive (whether or not having the force of law) from any governmental authority or other regulatory body with jurisdiction over such Issuer shall prohibit, or request that such Issuer refrain from, the issuance of such Letter of Credit with a one-year tenor may expressly provide that it is renewable at the option of the Issuing Bank for additional one-year periods (which shall in particular or shall impose upon no event extend beyond the Revolving Credit Maturity Date);
(iii) unless such Issuer with respect to any Letter of Credit any restriction or reserve or capital requirement is in form and substance acceptable to the Issuing Bank in its sole discretion;
(iv) unless such Borrower has delivered to the Issuing Bank a completed and executed request for which issuance of letter of credit in the form of the attached Exhibit L; and
(v) unless such Issuer Letter of Credit is not otherwise compensated) governed by the Uniform Customs and Practice for Documentary Credits (1993 Revision), International Chamber of Commerce Publication No. 500, the International Standby Practices (ISP98), International Chamber of Commerce Publication No. 590, or any unreimbursed loss, cost or expense which was not applicable, in effect and known successor to such Issuer as publication. If the terms of any letter of credit application referred to in the date foregoing clause (iv) conflicts with the terms of this Agreement, the terms of this Agreement and which such Issuer in good ▇▇▇▇▇ ▇▇▇▇▇ material to itshall control.
Appears in 1 contract
Issuance. Each Issuer hereby agrees, on the terms and conditions set forth in this Agreement, to issue Letters standby and documentary letters of Credit credit denominated in Agreed Currencies (each a “Letter of Credit”) and to renew, extend, increase, decrease or otherwise modify Letters of Credit (“Modify,” and each such action a “Modification”), ) from time to time from and including the date of this Agreement and prior Third Restatement Date to the Letter of Credit Maturity Facility Termination Date upon the request of the Parent and for the account of any a Borrower; provided that a immediately after any Letter of Credit shall be is issued or Modified only if (and upon each issuance or Modification the Relevant Borrower shall be deemed to represent and warrant that) before and after giving effect to such issuance or Modification Modified, (i) the Aggregate Outstanding Credit Exposure shall not exceed the Aggregate Commitment, (ii) the LC Exposure shall not exceed the Letter of Credit Sublimit, (ii) the Dollar Equivalent Amount of the Total Revolving Credit Exposure and Competitive Bid Loans then outstanding shall not exceed the Total Revolving Credit Commitment (either as in effect on the date of such issuance or Modification or, if the Revolving Credit Maturity Date has been extended pursuant to Section 4.01 and the expiration of such Letter of Credit (as Modified, if applicable) would occur after the Revolving Credit Maturity Date without giving effect to such extension, as the Total Revolving Credit Commitment is scheduled to be in effect immediately following the expiry of the Commitment of any Lender which is a Nonextending Lender relative to such extension)$50,000,000, (iii) the Dollar Equivalent Amount of the Issuer aggregate Multicurrency Loans, Swingline Exposure of the applicable Issuer not denominated in Dollars and LC Exposure not denominated in Dollars shall not exceed the Dollar Equivalent Amount of its Issuer Commitment and (iv) the Dollar Equivalent Amount of the Revolving Credit Exposure of any Lender shall not exceed the Dollar Equivalent Amount of the Revolving Credit Committed Amount of such Lender. Each Letter of Credit shall be denominated in a Designated Currency and shall be in a form satisfactory to the Issuer$100,000,000. No Letter of Credit shall have an expiry date later than after the fifth earlier of (x) five Business Day Days prior to the Revolving Credit Maturity scheduled Facility Termination Date (unless such day, the “Letter of Credit Maturity Date”). Notwithstanding is collateralized on terms satisfactory to the foregoing, no applicable Issuer shall be under any obligation with cash or a standby letter of credit in form and substance and from a financial institution acceptable to issue the applicable Issuer in its sole discretion) and (y) the date that is one year after the date of issuance thereof (provided that any Letter of Credit with a one-year tenor may provide for the renewal thereof for additional one-year periods not to extend beyond the date five (5) Business Days prior to the scheduled Facility Termination Date) (or if any order, judgment or decree of any Governmental Authority or other regulatory body with jurisdiction over such Issuer shall purport by its terms to enjoin or restrain such Issuer from issuing such Letter of Credit, or any law or governmental rule, regulation, policy, guideline or directive (whether or not having the force of law) from any governmental authority or other regulatory body with jurisdiction over such Issuer shall prohibit, or request that such Issuer refrain from, the issuance of such Letter of Credit in particular or shall impose upon such is collateralized on terms satisfactory to the applicable Issuer with respect cash or a standby letter of credit in form and substance (and, if applicable, from a financial institution) acceptable to the applicable Issuer in its sole discretion, the date one year after such date) and (iv) except to the extent otherwise agreed by either Issuer in its sole discretion and solely as to itself, at no time shall an Issuer be obligated to issue or extend any Letter of Credit any restriction if, after giving effect to such issuance or reserve or capital requirement (for which extension, the aggregate LC Exposure relative to Letters of Credit issued by such Issuer is not otherwise compensated) would exceed $25,000,000 (or any unreimbursed lossif the maximum amount of LC Exposure permitted hereby shall be reduced to an amount less than $50,000,000, cost or expense which was not applicable, in effect and known to 50% of such Issuer as of the date of this Agreement and which such Issuer in good ▇▇▇▇▇ ▇▇▇▇▇ material to itlesser amount).
Appears in 1 contract
Issuance. Each Issuer hereby agreesFrom time to time from the date of this Agreement until three months before the Maturity Date, at the request of the Borrower, each Issuing Bank shall, on any Business Day and on the terms and conditions hereinafter set forth in this Agreementforth, to issue issue, increase, decrease, amend or extend the expiration date of Letters of Credit and to renew, extend, increase, decrease or otherwise modify Letters of Credit (“Modify,” and each such action a “Modification”), from time to time from and including the date of this Agreement and prior to the Letter of Credit Maturity Date upon the request of the Parent and for the account of any Borrower; provided that a Letter of Credit shall be issued the Borrower (for its own benefit or Modified only if (and upon each issuance or Modification for the Relevant Borrower shall be deemed to represent and warrant that) before and after giving effect to such issuance or Modification (i) the LC Exposure shall not exceed the Letter of Credit Sublimit, (ii) the Dollar Equivalent Amount of the Total Revolving Credit Exposure and Competitive Bid Loans then outstanding shall not exceed the Total Revolving Credit Commitment (either as in effect on the date of such issuance or Modification or, if the Revolving Credit Maturity Date has been extended pursuant to Section 4.01 and the expiration of such Letter of Credit (as Modified, if applicable) would occur after the Revolving Credit Maturity Date without giving effect to such extension, as the Total Revolving Credit Commitment is scheduled to be in effect immediately following the expiry of the Commitment benefit of any Lender which is a Nonextending Lender relative to such extension), (iii) the Dollar Equivalent Amount of the Issuer Exposure of the applicable Issuer shall not exceed the Dollar Equivalent Amount of its Issuer Commitment and (iv) the Dollar Equivalent Amount of the Revolving Credit Exposure of any Lender shall not exceed the Dollar Equivalent Amount of the Revolving Credit Committed Amount of such Lender. Each Letter of Credit shall be denominated in a Designated Currency and shall be in a form satisfactory to the IssuerSubsidiaries). No Letter of Credit shall have an expiry date later than will be issued, increased or extended (i) if such issuance, increase or extension would cause the fifth Business Day prior to the Revolving Credit Maturity Date (such day, the “Letter of Credit Maturity Date”). Notwithstanding Exposure to exceed the foregoing, no Issuer shall be under any obligation lesser of (A) $100,000,000 or (B) an amount equal to issue any Letter the remainder of Credit if any order, judgment (1) the lesser of the Borrowing Base or decree the aggregate Commitments minus (2) the aggregate outstanding principal amount of any Governmental Authority or other regulatory body with jurisdiction over the Revolving Advances and Swingline Advances at such Issuer shall purport by its terms to enjoin or restrain such Issuer from issuing such Letter of Credit, or any law or governmental rule, regulation, policy, guideline or directive time; (whether or not having the force of lawii) from any governmental authority or other regulatory body with jurisdiction over such Issuer shall prohibit, or request that such Issuer refrain from, the issuance of unless such Letter of Credit in particular has an Expiration Date not later than the earlier of (A) one year after the date of issuance thereof or shall impose upon (b) five days before the Maturity Date; (iii) unless such Issuer with respect to any Letter of Credit is in form and substance acceptable to the respective Issuing Bank in its sole discretion; (iv) unless such Letter of Credit is a standby letter of credit not supporting the repayment of indebtedness for borrowed money of any restriction or reserve or capital requirement Person, other than a Letter of Credit issued in substitution of any letter of credit outstanding on the Effective Date and listed on Schedule 1.1(b); (v) unless the Borrower has delivered to the respective Issuing Bank a completed and executed letter of credit application on such Issuing Bank's standard form, which shall contain terms no more restrictive than the terms of this Agreement; and (vi) unless such Letter of Credit is governed by the Uniform Customs and Practice for which such Issuer is not otherwise compensatedDocumentary Credits (1993 Revision), International Chamber of Commerce Publication No. 500 ("UCP") or any unreimbursed losssuccessor to the UCP. If the terms of any letter of credit application referred to in the foregoing clause (v) conflicts with the terms of this Agreement, cost or expense which was not applicable, in effect and known to such Issuer as of the date terms of this Agreement and which such Issuer in good ▇▇▇▇▇ ▇▇▇▇▇ material to itshall control.
Appears in 1 contract
Issuance. Each Issuer hereby agrees, on Subject to the terms and conditions set forth in this Agreement, to issue Letters hereof and of the Letter of Credit Documents, if any, and to renewany other terms and conditions which the Issuing Bank may reasonably require, extend, increase, decrease or otherwise modify Letters of Credit (“Modify,” and each such action a “Modification”), the Lenders will participate in the issuance by the Issuing Bank from time to time of such Letters of Credit in Dollars from and including the date of this Agreement and prior Closing Date until the Maturity Date as the Borrower may request, in a form reasonably acceptable to the Issuing Bank; provided, however, that (a) the Letter of Credit Maturity Date upon the request of the Parent and for the account of any Borrower; provided that a Letter of Credit shall be issued or Modified only if (and upon each issuance or Modification the Relevant Borrower shall be deemed to represent and warrant that) before and after giving effect to such issuance or Modification (i) the LC Exposure Obligations outstanding shall not at any time exceed the Letter of Credit Sublimit, Committed Amount and (iib) the Dollar Equivalent Amount of the Total Revolving Credit Exposure and Competitive Bid Loans then aggregate Working Capital Obligations outstanding shall not at any time exceed the Total Revolving Credit Commitment Committed Amount then in effect. No Letter of Credit shall (either as in effect on x) have an original expiry date more than one year from the date of such issuance or Modification or(y) as originally issued or as extended, if have an expiry date extending beyond the Revolving Credit date that is five (5) Business Days prior to the Maturity Date (but, subject to the foregoing, may provide for automatic renewal in the absence of notice of non-renewal by the Issuing Bank), provided that the Issuing Bank shall not permit any such renewal if it has been extended pursuant to Section 4.01 and received notice on or before the expiration day that is two (2) Business Days before the scheduled maturity date of such Letter of Credit (as Modified, if applicable) would occur after from the Revolving Credit Maturity Date without giving effect to such extension, as the Total Revolving Credit Commitment is scheduled to be in effect immediately following the expiry of the Commitment of any Lender which is a Nonextending Lender relative to such extension), (iii) the Dollar Equivalent Amount of the Issuer Exposure Agent or Borrower that one or more of the applicable Issuer shall conditions specified in Section 5.2 are not exceed the Dollar Equivalent Amount of its Issuer Commitment and (iv) the Dollar Equivalent Amount of the Revolving Credit Exposure of any Lender shall not exceed the Dollar Equivalent Amount of the Revolving Credit Committed Amount of such Lenderthen satisfied. Each Letter of Credit shall be denominated in a Designated Currency comply with the related Letter of Credit Documents. The issuance and shall be in a form satisfactory to the Issuer. No expiry date of each Letter of Credit shall have an expiry date later than comply with the fifth Business Day prior to the Revolving Credit Maturity Date (such day, the “related Letter of Credit Maturity Documents. The issuance and expiry date of each Letter of Credit shall be a Business Day. The Existing Letters of Credit shall be deemed to have been issued hereunder on the Closing Date”), and no request for issuance thereof need be made. Notwithstanding anything to the foregoingcontrary contained in this Section 3.1, no Issuer the Issuing Bank shall not be under any obligation obligated to issue any Letter of Credit if at a time when any order, judgment other Lender is a Defaulting Lender unless the Issuing Bank has entered into arrangements (which may include the delivery of cash collateral) with the Borrower or decree of any Governmental Authority or other regulatory body with jurisdiction over such Issuer shall purport by its terms Defaulting Lender which are satisfactory to enjoin or restrain such Issuer from issuing such Letter of Credit, or any law or governmental rule, regulation, policy, guideline or directive the Issuing Bank to eliminate the Issuing Bank’s Fronting Exposure (whether or not having the force of lawafter giving effect to Section 4.11(a)(iii)) from any governmental authority or other regulatory body with jurisdiction over such Issuer shall prohibit, or request that such Issuer refrain from, the issuance of such Letter of Credit in particular or shall impose upon such Issuer with respect to any Letter of Credit any restriction or reserve or capital requirement (for which such Issuer is not otherwise compensated) or any unreimbursed loss, cost or expense which was not applicable, in effect and known to such Issuer as of the date of this Agreement and which such Issuer in good ▇▇▇▇▇ ▇▇▇▇▇ material to itDefaulting Lender.
Appears in 1 contract
Sources: Senior Secured Credit Facility (TransMontaigne Partners L.P.)
Issuance. Each Issuer hereby agrees, on Subject to the terms and conditions set forth in this Agreementhereof and of the LOC Documents, to issue if any, during the Commitment Period the Issuing Lender shall issue, and the Lenders shall participate in, Letters of Credit and to renew, extend, increase, decrease or otherwise modify Letters for the account of Credit (“Modify,” and each such action a “Modification”), the Borrower from time to time from and including the date of this Agreement and prior upon request in a form acceptable to the Letter Issuing Lender; provided, however, that (i) the aggregate amount of LOC Obligations shall not at any time exceed ONE HUNDRED FIFTEEN MILLION DOLLARS ($115,000,000) (the “LOC Committed Amount”), (ii) the sum of the aggregate principal amount of outstanding Revolving Loans plus outstanding Swingline Loans plus LOC Obligations shall not at any time exceed the Revolving Committed Amount, (iii) all Letters of Credit Maturity Date upon the request of the Parent shall be denominated in Dollars and for the account of any Borrower; provided that a Letter (iv) Letters of Credit shall be issued or Modified only if (for lawful corporate purposes and may be issued as standby letters of credit, including in connection with workers’ compensation and other insurance programs. Except as otherwise expressly agreed upon each issuance or Modification by all the Relevant Borrower shall be deemed to represent and warrant that) before and after giving effect to such issuance or Modification (i) the LC Exposure shall not exceed the Lenders, no Letter of Credit Sublimit, (ii) the Dollar Equivalent Amount of the Total Revolving Credit Exposure and Competitive Bid Loans then outstanding shall not exceed the Total Revolving Credit Commitment (either as in effect on have an original expiry date more than twelve months from the date of such issuance; provided, however, so long as no Default or Event of Default has occurred and is continuing and subject to the other terms and conditions applicable to the issuance of Letters of Credit hereunder, the expiry dates of Letters of Credit may be extended annually or Modification or, if periodically from time to time on the Revolving Credit Maturity Date has been extended pursuant to Section 4.01 and request of the expiration Borrower or by operation of such the terms of the applicable Letter of Credit (as Modifiedto a date not more than twelve months from the date of extension; provided, if applicable) would occur after the Revolving Credit Maturity Date without giving effect to such extensionfurther, that no Letter of Credit, as originally issued or as extended, shall have an expiry date extending beyond the Total Revolving Credit Commitment date that is scheduled thirty days prior to be in effect immediately following the expiry of the Commitment of any Lender which is a Nonextending Lender relative to such extension), (iii) the Dollar Equivalent Amount of the Issuer Exposure of the applicable Issuer shall not exceed the Dollar Equivalent Amount of its Issuer Commitment and (iv) the Dollar Equivalent Amount of the Revolving Credit Exposure of any Lender shall not exceed the Dollar Equivalent Amount of the Revolving Credit Committed Amount of such LenderMaturity Date. Each Letter of Credit shall comply with the related LOC Documents. The issuance and expiry date of each Letter of Credit shall be denominated in a Designated Currency and Business Day. Any Letters of Credit issued hereunder shall be in a form satisfactory to minimum original face amount of $100,000 or such lesser amount as approved by the Issuer. No Letter of Credit shall have an expiry date later than the fifth Business Day prior to the Revolving Credit Maturity Date (such day, the “Letter of Credit Maturity Date”). Notwithstanding the foregoing, no Issuer shall be under any obligation to issue any Letter of Credit if any order, judgment or decree of any Governmental Authority or other regulatory body with jurisdiction over such Issuer shall purport by its terms to enjoin or restrain such Issuer from issuing such Letter of Credit, or any law or governmental rule, regulation, policy, guideline or directive (whether or not having the force of law) from any governmental authority or other regulatory body with jurisdiction over such Issuer shall prohibit, or request that such Issuer refrain from, the issuance of such Letter of Credit in particular or shall impose upon such Issuer with respect to any Letter of Credit any restriction or reserve or capital requirement (for which such Issuer is not otherwise compensated) or any unreimbursed loss, cost or expense which was not applicable, in effect and known to such Issuer as of the date of this Agreement and which such Issuer in good ▇▇▇▇▇ ▇▇▇▇▇ material to itIssuing Lender.
Appears in 1 contract
Issuance. Each Issuer hereby agrees, on Subject to the terms and conditions set forth in this of the Agreement, Agent and Lenders agree to issue Letters of Credit and to renew, extend, increase, decrease or otherwise modify Letters of Credit (“Modify,” and each such action a “Modification”)incur, from time to time from and including the date of this Agreement and prior to the Letter of Credit Maturity Date Commitment Termination Date, upon the request of Borrower Representative on behalf of the Parent applicable Borrower and for the account of any such Borrower; provided that a ’s account, Letter of Credit shall Obligations by causing Letters of Credit to be issued by GE Capital or Modified only a Subsidiary thereof or a bank or other legally authorized Person selected by or acceptable to Agent in its sole discretion (each, an “L/C Issuer”) for such Borrower’s account and guaranteed by Agent; provided, that if the L/C Issuer is a Lender, then such Letters of Credit shall not be guaranteed by Agent but rather each Lender shall, subject to the terms and conditions hereinafter set forth, purchase (and upon each issuance or Modification the Relevant Borrower shall be deemed to represent and warrant thathave purchased) before and after giving effect to risk participations in all such issuance or Modification Letters of Credit issued with the written consent of Agent, as more fully described in paragraph (b)(ii) below. The aggregate amount of all such Letter of Credit Obligations shall not at any time exceed the least of (i) Fifteen Million Dollars ($15,000,000) (the LC Exposure “L/C Sublimit”) and (ii) the Maximum Amount less the aggregate outstanding principal balance of the Advances, and (iii) the Aggregate Borrowing Base less the aggregate outstanding principal balance of the Advances. Furthermore, the aggregate amount of any Letter of Credit Obligations incurred on behalf of (x) the OHI Borrowers shall not at any time exceed the OHI Borrowing Base less the aggregate principal balance of the Advances to the OHI Borrowers, and (y) SMC shall not exceed the Letter of Credit Sublimit, (ii) the Dollar Equivalent Amount balance of the Total Revolving Credit Exposure and Competitive Bid Loans then outstanding shall not exceed SMC Borrowing Base less the Total Revolving Credit Commitment (either as in effect on the date of such issuance or Modification or, if the Revolving Credit Maturity Date has been extended pursuant to Section 4.01 and the expiration of such Letter of Credit (as Modified, if applicable) would occur after the Revolving Credit Maturity Date without giving effect to such extension, as the Total Revolving Credit Commitment is scheduled to be in effect immediately following the expiry aggregate principal balance of the Commitment of any Lender which is a Nonextending Lender relative Advances to such extension), (iii) the Dollar Equivalent Amount of the Issuer Exposure of the applicable Issuer shall not exceed the Dollar Equivalent Amount of its Issuer Commitment and (iv) the Dollar Equivalent Amount of the Revolving Credit Exposure of any Lender shall not exceed the Dollar Equivalent Amount of the Revolving Credit Committed Amount of such Lender. Each Letter of Credit shall be denominated in a Designated Currency and shall be in a form satisfactory to the IssuerSMC. No such Letter of Credit shall have an expiry date later that is more than one year following the fifth Business Day prior to the Revolving Credit Maturity Date date of issuance thereof (such dayprovided, the “however, that a Letter of Credit Maturity may provide for automatic renewals (if notice of termination is not given by the Borrower representative within a specified time period) of such Letter of Credit for additional one year periods through the Commitment Termination Date”). Notwithstanding the foregoing, no Issuer unless otherwise determined by Agent, in its sole discretion, and neither Agent nor Lenders shall be under any obligation to issue incur Letter of Credit Obligations in respect of, or purchase risk participations in, any Letter of Credit if any order, judgment or decree of any Governmental Authority or other regulatory body with jurisdiction over such Issuer shall purport by its terms to enjoin or restrain such Issuer from issuing such Letter of Credit, or any law or governmental rule, regulation, policy, guideline or directive (whether or not having an expiry date that is later than the force of law) from any governmental authority or other regulatory body with jurisdiction over such Issuer shall prohibit, or request that such Issuer refrain from, the issuance of such Letter of Credit in particular or shall impose upon such Issuer with respect to any Letter of Credit any restriction or reserve or capital requirement (for which such Issuer is not otherwise compensated) or any unreimbursed loss, cost or expense which was not applicable, in effect and known to such Issuer as of the date of this Agreement and which such Issuer in good ▇▇▇▇▇ ▇▇▇▇▇ material to itCommitment Termination Date.
Appears in 1 contract
Issuance. Each Issuer hereby agreesFrom time to time from the date of this Agreement until three months before the Maturity Date, at the request of the Borrower, the Issuing Bank shall, on the terms and conditions hereinafter set forth in this Agreementforth, to issue issue, increase, or extend the expiration date of Letters of Credit and to renew, extend, increase, decrease or otherwise modify Letters of Credit (“Modify,” and each such action a “Modification”), from time to time from and including the date of this Agreement and prior to the Letter of Credit Maturity Date upon the request of the Parent and for the account of the Borrower on any Borrower; provided that a Letter of Credit shall be issued or Modified only if (and upon each issuance or Modification the Relevant Borrower shall be deemed to represent and warrant that) before and after giving effect to such issuance or Modification (i) the LC Exposure shall not exceed the Letter of Credit Sublimit, (ii) the Dollar Equivalent Amount of the Total Revolving Credit Exposure and Competitive Bid Loans then outstanding shall not exceed the Total Revolving Credit Commitment (either as in effect on the date of such issuance or Modification or, if the Revolving Credit Maturity Date has been extended pursuant to Section 4.01 and the expiration of such Letter of Credit (as Modified, if applicable) would occur after the Revolving Credit Maturity Date without giving effect to such extension, as the Total Revolving Credit Commitment is scheduled to be in effect immediately following the expiry of the Commitment of any Lender which is a Nonextending Lender relative to such extension), (iii) the Dollar Equivalent Amount of the Issuer Exposure of the applicable Issuer shall not exceed the Dollar Equivalent Amount of its Issuer Commitment and (iv) the Dollar Equivalent Amount of the Revolving Credit Exposure of any Lender shall not exceed the Dollar Equivalent Amount of the Revolving Credit Committed Amount of such Lender. Each Letter of Credit shall be denominated in a Designated Currency and shall be in a form satisfactory to the IssuerBusiness Day. No Letter of Credit shall have an expiry date later than will be issued, increased, or extended:
(i) if such issuance, increase, or extension would cause the fifth Business Day prior to the Revolving Credit Maturity Date (such day, the “Letter of Credit Maturity Date”). Notwithstanding Exposure to exceed the foregoing, no Issuer shall be under any obligation to issue any Letter lesser of Credit if any order, judgment or decree (1) $10,000,000.00 and (2) the aggregate Commitments less the aggregate outstanding principal amount of any Governmental Authority or other regulatory body with jurisdiction over such Issuer shall purport by its terms to enjoin or restrain such Issuer from issuing such Letter all Advances less the aggregate outstanding principal amount of Credit, or any law or governmental rule, regulation, policy, guideline or directive all Swing Loans;
(whether or not having the force of lawii) from any governmental authority or other regulatory body with jurisdiction over such Issuer shall prohibit, or request that such Issuer refrain from, the issuance of unless such Letter of Credit in particular or shall impose upon has an Expiration Date not later than the earlier of (a) one year after the date of issuance thereof and (B) the Maturity Date;
(iii) unless such Issuer with respect to any Letter of Credit is in form and substance acceptable to the Issuing Bank in its sole discretion;
(iv) unless such Letter of Credit is a standby letter of credit not supporting the repayment of Debt of any restriction or reserve or capital requirement Person;
(v) unless the Borrower has delivered to the Issuing Bank a completed and executed letter of credit application on the Issuing Bank's standard form, which application for which such Issuer the initial Issuing Bank is not otherwise compensated) or any unreimbursed loss, cost or expense which was not applicable, in effect and known to such Issuer as the form of the date attached Exhibit G and which successor application for the initial Issuing Bank or application for any successor Issuing Bank shall contain terms no more restrictive than the terms of this Agreement (and which in the case of conflict between this Agreement and any such Issuer application, this Agreement shall control); and
(vi) unless such Letter of Credit is governed by the International Standby Practices (ISP98), International Chamber of Commerce Publication No. 590 or any successor to such publication. If the terms of any letter of credit application referred to in good ▇▇▇▇▇ ▇▇▇▇▇ material to itthe foregoing clause (v) conflicts with the terms of this Agreement, the terms of this Agreement shall control.
Appears in 1 contract
Issuance. Each Issuer hereby agrees, on Subject to and upon the terms and conditions herein set forth in this Agreement-------- forth, to issue Letters so long as no Default or Event of Credit Default has occurred and to renewis continuing, extendthe Issuing Lender will, increase, decrease or otherwise modify Letters of Credit (“Modify,” at any time and each such action a “Modification”), from time to time from on and including after the date of this Agreement Closing Date and prior to the Letter earlier of Credit (i) the seventh day prior to the Maturity Date and (ii) the Termination Date, and upon request by the request Borrower in accordance with the provisions of the Parent and Section 3.2, issue for the account of any Borrower; provided that the Borrower one or more irrevocable standby letters of credit denominated in Dollars and in a form customarily used or otherwise approved by the Issuing Lender (together with all amendments, modifications and supplements thereto, substitutions therefor and renewals and restatements thereof, collectively, the "Letters of Credit"). The Stated Amount of each Letter of Credit shall not be less than $100,000 and there shall not be more than seven (7) Letters of Credit outstanding at one time. Notwithstanding the foregoing:
(a) No Letter of Credit shall be issued or Modified only if (and the Stated Amount upon each issuance or Modification the Relevant Borrower shall be deemed to represent and warrant that) before and after giving effect to such issuance or Modification of which (i) when added to the LC Exposure shall not exceed the aggregate Letter of Credit SublimitExposure of the Lenders at such time, would exceed $5,000,000 or (ii) when added to the Dollar Equivalent Amount sum of (x) the Total Revolving aggregate Letter of Credit Exposure and Competitive Bid of all Lenders at such time, (y) the aggregate principal amount of all Revolving Loans then outstanding shall not and (z) the aggregate principal amount of all Swingline Loans then outstanding, would exceed the Total aggregate Revolving Credit Commitment Commitments at such time;
(either as in effect on the date of such issuance or Modification or, if the Revolving Credit Maturity Date has been extended pursuant to Section 4.01 and the expiration of such Letter of Credit (as Modified, if applicableb) would occur after the Revolving Credit Maturity Date without giving effect to such extension, as the Total Revolving Credit Commitment is scheduled to be in effect immediately following the expiry of the Commitment of any Lender which is a Nonextending Lender relative to such extension), (iii) the Dollar Equivalent Amount of the Issuer Exposure of the applicable Issuer shall not exceed the Dollar Equivalent Amount of its Issuer Commitment and (iv) the Dollar Equivalent Amount of the Revolving Credit Exposure of any Lender shall not exceed the Dollar Equivalent Amount of the Revolving Credit Committed Amount of such Lender. Each No Letter of Credit shall be denominated in a Designated Currency and shall be in a form satisfactory issued that by its terms expires later than the seventh day prior to the Issuer. No Maturity Date or, in any event, more than one (1) year after its date of issuance; provided, however, that a Letter of Credit shall have an expiry date later than -------- ------- may, if requested by the fifth Business Day Borrower, provide by its terms, and on terms acceptable to the Issuing Lender, for renewal for successive periods of one year or less (but not beyond the seventh day prior to the Revolving Credit Maturity Date (Date), unless and until the Issuing Lender shall have delivered a notice of nonrenewal to the beneficiary of such day, the “Letter of Credit Maturity Date”). Notwithstanding the foregoing, no Issuer Credit; and
(c) The Issuing Lender shall be under any no obligation to issue any Letter of Credit if if, at the time of such proposed issuance, (i) any order, judgment or decree of any Governmental Authority or other regulatory body with jurisdiction over such Issuer arbitrator shall purport by its terms to enjoin or restrain such Issuer the Issuing Lender from issuing such Letter of Credit, or any law Requirement of Law applicable to the Issuing Lender or governmental rule, regulation, policy, guideline any request or directive (whether or not having the force of law) from any governmental authority or other regulatory body Governmental Authority with jurisdiction over such Issuer the Issuing Lender shall prohibit, or request that such Issuer the Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuer the Issuing Lender with respect to any such Letter of Credit any restriction or reserve or capital requirement (for which such Issuer the Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or any unreimbursed loss, cost or expense which that was not applicable, or in effect and known to such Issuer as of the date of this Agreement Closing Date and which such Issuer that the Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it, or (ii) the Issuing Lender shall have actual knowledge, or shall have received notice from any Lender, prior to the issuance of such Letter of Credit that one or more of the conditions specified in Sections 4.1 (if applicable) or 4.2 are not then satisfied (or have not been waived in writing as required herein) or that the issuance of such Letter of Credit would violate the provisions of subsection (a) above.
Appears in 1 contract
Sources: Credit Agreement (Us Oncology Inc)
Issuance. Each Issuer hereby agrees, on the terms and conditions set forth in this Agreement, to issue Letters of Credit and to renew, extend, increase, decrease or #89365364v21 otherwise modify Letters of Credit (“Modify,” and each such action a “Modification”), from time to time from and including the date of this Agreement and prior to the Letter of Credit Maturity Date upon the request of the Parent and for the account of any Borrower; provided that a Letter of Credit shall be issued or Modified only if (and upon each issuance or Modification the Relevant Borrower shall be deemed to represent and warrant that) before and after giving effect to such issuance or Modification (i) the LC Exposure shall not exceed the Letter of Credit Sublimit, (ii) the Dollar Equivalent Amount of the Total Revolving Credit Exposure and Competitive Bid Loans then outstanding shall not exceed the Total Revolving Credit Commitment (either as in effect on the date of such issuance or Modification or, if the Revolving Credit Maturity Date has been extended pursuant to Section 4.01 and the expiration of such Letter of Credit (as Modified, if applicable) would occur after the Revolving Credit Maturity Date without giving effect to such extension, as the Total Revolving Credit Commitment is scheduled to be in effect immediately following the expiry of the Commitment of any Lender which is a Nonextending Lender relative to such extension), (iii) the Dollar Equivalent Amount of the Issuer Exposure of the applicable Issuer shall not exceed the Dollar Equivalent Amount of its Issuer Commitment and (iv) the Dollar Equivalent Amount of the Revolving Credit Exposure of any Lender shall not exceed the Dollar Equivalent Amount of the Revolving Credit Committed Amount of such Lender. Each Letter of Credit shall be denominated in a Designated Currency and shall be in a form satisfactory to the Issuer. No Letter of Credit shall have an expiry date later than the fifth Business Day prior to the Revolving Credit Maturity Date (such day, the “Letter of Credit Maturity Date”). Notwithstanding the foregoing, no Issuer shall be under any obligation to issue any Letter of Credit if any order, judgment or decree of any Governmental Authority or other regulatory body with jurisdiction over such Issuer shall purport by its terms to enjoin or restrain such Issuer from issuing such Letter of Credit, or any law or governmental rule, regulation, policy, guideline or directive (whether or not having the force of law) from any governmental authority or other regulatory body with jurisdiction over such Issuer shall prohibit, or request that such Issuer refrain from, the issuance of such Letter of Credit in particular or shall impose upon such Issuer with respect to any Letter of Credit any restriction or reserve or capital requirement (for which such Issuer is not otherwise compensated) or any unreimbursed loss, cost or expense which was not applicable, in effect and known to such Issuer as of the date of this Agreement and which such Issuer in good ▇▇▇▇▇ ▇▇▇▇▇ material to it.
Appears in 1 contract
Sources: Revolving Credit Agreement (Air Products & Chemicals Inc /De/)
Issuance. Each Issuer hereby agreesSubject to the terms of this Agreement, from time-to-time from the Closing Date until 30 days before the Maturity Date, at the request of a Borrower, the Issuing Bank shall, on the terms and conditions hereinafter set forth in this Agreementforth, to issue issue, increase, or extend the expiration date of Letters of Credit and to renew, extend, increase, decrease for the account of such Borrower or otherwise modify Letters of Credit (“Modify,” and each such action a “Modification”), from time to time from and including the date of this Agreement and prior to the Letter of Credit Maturity Date upon the request of the Parent and for the account of any Borrower; provided that Subsidiary of a Letter of Credit Borrower (in which case such Borrower and such Subsidiary shall be issued or Modified only if (and upon each issuance or Modification the Relevant Borrower shall be deemed co-applicants with respect to represent and warrant that) before and after giving effect to such issuance or Modification (i) the LC Exposure shall not exceed the Letter of Credit Sublimit, (ii) the Dollar Equivalent Amount of the Total Revolving Credit Exposure and Competitive Bid Loans then outstanding shall not exceed the Total Revolving Credit Commitment (either as in effect on the date of such issuance or Modification or, if the Revolving Credit Maturity Date has been extended pursuant to Section 4.01 and the expiration of such Letter of Credit) on any Business Day. All Letters of Credit (as Modified, if applicable) would occur after outstanding under the Revolving Existing Credit Maturity Date without giving effect to such extension, as the Total Revolving Credit Commitment is scheduled Agreement will deemed to be in effect immediately following issued under this Agreement on the expiry of the Commitment of any Lender which is a Nonextending Lender relative to such extension), (iii) the Dollar Equivalent Amount of the Issuer Exposure of the applicable Issuer shall not exceed the Dollar Equivalent Amount of its Issuer Commitment and (iv) the Dollar Equivalent Amount of the Revolving Credit Exposure of any Lender shall not exceed the Dollar Equivalent Amount of the Revolving Credit Committed Amount of such Lender. Each Letter of Credit shall be denominated in a Designated Currency and shall be in a form satisfactory to the IssuerClosing Date. No Letter of Credit shall have will be issued, increased, or extended:
(i) if such issuance, increase, or extension would cause the Letter of Credit Exposure to exceed the lesser of (A) the aggregate Revolving Commitments minus the sum of the aggregate outstanding principal amount of all Revolving Advances and the aggregate outstanding principal amount of the Swing Line Advances and (B) the Borrowing Base minus the sum of the aggregate outstanding principal amount of all Revolving Advances and the aggregate outstanding principal amount of the Swing Line Advances;
(ii) unless such Letter of Credit has an expiry expiration date not later than the fifth Business Day prior to earlier of (A) one year after the Revolving Credit date of issuance thereof and (B) 180 days after the Maturity Date (Date; provided that, any such day, the “Letter of Credit with a one-year tenor may expressly provide that it is renewable at the option of the Issuing Bank for additional one-year periods (which shall in no event extend beyond the 180th day after the Maturity Date”). Notwithstanding the foregoing, no Issuer shall be under any obligation to issue any ) if such Letter of Credit if any order, judgment or decree is cancelable upon at least 30 days’ notice given by the Issuing Bank to the beneficiary of any Governmental Authority or other regulatory body with jurisdiction over such Issuer shall purport by its terms to enjoin or restrain such Issuer from issuing such Letter of Credit, or any law or governmental rule, regulation, policy, guideline or directive ;
(whether or not having the force of lawiii) from any governmental authority or other regulatory body with jurisdiction over such Issuer shall prohibit, or request that such Issuer refrain from, the issuance of unless such Letter of Credit is in particular or shall impose upon form and substance acceptable to the Issuing Bank in its sole discretion;
(iv) unless such Issuer with respect Borrower has delivered to any the Issuing Bank a completed and executed Letter of Credit any restriction or reserve or capital requirement Application; and
(v) unless such Letter of Credit is governed by the Uniform Customs and Practice for which such Issuer is not otherwise compensated) Documentary Credits (1993 Revision), International Chamber of Commerce Publication No. 500, or any unreimbursed loss, cost or expense which was not applicable, in effect and known successor to such Issuer as publication or to the International Standby Practices (1998), International Chamber of Commerce Publication No. 590, or any successor to such publication. If the date terms of any letter of credit application referred to in the foregoing clause (iv) conflicts with the terms of this Agreement, the terms of this Agreement and which such Issuer in good ▇▇▇▇▇ ▇▇▇▇▇ material to itshall control.
Appears in 1 contract
Issuance. Each Issuer hereby agreesFrom time-to-time from the Closing Date until 30 days before the Maturity Date, at the request of the Borrower, the Issuing Lenders shall, on the terms and conditions hereinafter set forth in this Agreementforth, to issue issue, increase, or extend the expiration date of Letters of Credit for the account of the Borrower or any other Credit Party, and to renewthe extent permitted below and in Section 6.4, extendthe Joint Ventures, Immaterial Subsidiaries and certain Affiliates of the Borrower, on any Business Day. All Existing Letters of Credit described on Parts A and B of Schedule 1.2 shall be deemed to be issued pursuant to this Section 2.15. No Letter of Credit will be issued, increased, or extended:
(i) if such issuance, increase, decrease or otherwise modify extension would cause the Letter of Credit Exposure to exceed (A) the aggregate Commitments minus (B) the sum of the aggregate outstanding principal amount of all Loans;
(ii) if such issuance, increase, or extension would cause the sum of the Letter of Credit Exposure attributable to Letters of Credit issued for the account of the Joint Ventures plus the aggregate amount of all Investments in Joint Ventures made pursuant to Section 6.4(e) to exceed $15,000,000;
(“Modify,” and each iii) if such action a “Modification”)issuance, from time increase, or extension would cause the sum of the Letter of Credit Exposure attributable to time from and including Letters of Credit issued for the account of Immaterial Subsidiaries plus the aggregate amount of all Investments in Immaterial Subsidiaries made pursuant to Section 6.4(f) to exceed $2,000,000;
(iv) unless such Letter of Credit has an expiration date not later than the earlier of (A) one year after the date of this Agreement issuance thereof and (B) the date which is five Business Days before the Maturity Date (except as provided below); provided that, any such Letter of Credit may expressly provide that it is renewable automatically for additional periods (which shall in no event extend beyond the date which is five Business Days before the Maturity Date except as provided below) unless the applicable Issuing Lender has notified the Borrower (with a copy to the Administrative Agent) (and the beneficiary of such Letter of Credit so long as the terms of the Letter of Credit require such notice to the beneficiary by the applicable Issuing Lender and the applicable Issuing Lender shall have sufficient contact information to give such notice) at least 30 days prior to the date of automatic renewal of its election not to renew such Letter of Credit; provided further, that any Letter of Credit may expire after the fifth Business Day before the Maturity Date subject to the following conditions: (1) the Borrower shall have, concurrent with such issuance or extension, deposited cash collateral in an amount equal to the Letter of Credit Maturity Date upon the request of the Parent and for the account of any Borrower; provided that a Letter Exposure attributable to such Letters of Credit shall to be issued held in the Cash Collateral Account or Modified only if (and upon each issuance or Modification the Relevant Borrower shall be deemed to represent and warrant that) before and after giving effect to such issuance or Modification (i) the LC Exposure shall not exceed the Letter of Credit Sublimit, (ii) the Dollar Equivalent Amount of the Total Revolving Credit Exposure and Competitive Bid Loans then outstanding shall not exceed the Total Revolving Credit Commitment (either as in effect on the date of such issuance or Modification or, if the Revolving Credit Maturity Date has been extended pursuant to Section 4.01 and the expiration of otherwise supported such Letter of Credit (as Modified, if applicable) would occur after the Revolving Credit Maturity Date without giving effect to such extension, as the Total Revolving Credit Commitment is scheduled to be Exposure with back-to-back letters of credit in effect immediately following the expiry of the Commitment of any Lender which is a Nonextending Lender relative to such extensionaccordance with Section 2.15(e), (iii) the Dollar Equivalent Amount of the Issuer Exposure of the applicable Issuer shall not exceed the Dollar Equivalent Amount of its Issuer Commitment ; and (iv2) the Dollar Equivalent Amount of the Revolving Credit Exposure of any Lender shall not exceed the Dollar Equivalent Amount of the Revolving Credit Committed Amount of no such Lender. Each Letter of Credit shall be denominated in a Designated Currency and shall be in a form satisfactory to the Issuer. No Letter of Credit shall have an expiry date (after giving effect to all renewals) of later than one year after the fifth Business Day prior to the Revolving Credit Maturity Date (such day, the “Letter of Credit Maturity Date”). Notwithstanding the foregoing, no Issuer shall be under any obligation to issue any Letter of Credit if any order, judgment or decree of any Governmental Authority or other regulatory body with jurisdiction over such Issuer shall purport by its terms to enjoin or restrain such Issuer from issuing such Letter of Credit, or any law or governmental rule, regulation, policy, guideline or directive ;
(whether or not having the force of lawv) from any governmental authority or other regulatory body with jurisdiction over such Issuer shall prohibit, or request that such Issuer refrain from, the issuance of unless such Letter of Credit is in particular or shall impose upon form and substance acceptable to the applicable Issuing Lender in its sole discretion;
(vi) unless the Borrower has delivered to the applicable Issuing Lender a completed request for issuance of letter of credit in the form of the attached Exhibit H; signed by an Authorized Officer of the Borrower; and
(vii) unless such Issuer with respect to any Letter of Credit any restriction or reserve or capital requirement is governed by the Uniform Customs and Practice for Documentary Credits (for which such Issuer is not otherwise compensated1993 Revision), International Chamber of Commerce Publication No. 500, the International Chamber of Commerce Publication No. 590 (ISP 98) or any unreimbursed loss, cost or expense which was not applicable, in effect and known successor to such Issuer as publications. If the terms of any letter of credit request referred to in the date foregoing clause (vi) conflicts with the terms of this Agreement, the terms of this Agreement and which such Issuer in good ▇▇▇▇▇ ▇▇▇▇▇ material to itshall control.
Appears in 1 contract
Sources: Revolving Credit Agreement (McDermott International Inc)
Issuance. Each Issuer hereby agreesSubject to the terms of this Agreement, from time-to-time from the Closing Date until 15 Business Days before the Maturity Date, at the request of the Borrower, the Issuing Bank shall, on the terms and conditions hereinafter set forth in this Agreementforth, to issue issue, increase, or extend the expiration date of Letters of Credit and to renew, extend, increase, decrease or otherwise modify Letters of Credit (“Modify,” and each such action a “Modification”), from time to time from and including for the date of this Agreement and prior to the Letter of Credit Maturity Date upon the request account of the Parent and Borrower or for the account of any Borrower; provided that a Letter Subsidiary of Credit the Borrower (in which case the Borrower and such Subsidiary shall be issued or Modified only if (and upon each issuance or Modification the Relevant Borrower shall be deemed co-applicants with respect to represent and warrant that) before and after giving effect to such issuance or Modification (i) the LC Exposure shall not exceed the Letter of Credit Sublimit, (ii) the Dollar Equivalent Amount of the Total Revolving Credit Exposure and Competitive Bid Loans then outstanding shall not exceed the Total Revolving Credit Commitment (either as in effect on the date of such issuance or Modification or, if the Revolving Credit Maturity Date has been extended pursuant to Section 4.01 and the expiration of such Letter of Credit (as Modified, if applicableCredit) would occur after the Revolving Credit Maturity Date without giving effect to such extension, as the Total Revolving Credit Commitment is scheduled to be in effect immediately following the expiry of the Commitment of on any Lender which is a Nonextending Lender relative to such extension), (iii) the Dollar Equivalent Amount of the Issuer Exposure of the applicable Issuer shall not exceed the Dollar Equivalent Amount of its Issuer Commitment and (iv) the Dollar Equivalent Amount of the Revolving Credit Exposure of any Lender shall not exceed the Dollar Equivalent Amount of the Revolving Credit Committed Amount of such Lender. Each Letter of Credit shall be denominated in a Designated Currency and shall be in a form satisfactory to the IssuerBusiness Day. No Letter of Credit shall have will be issued, increased, or extended:
(i) if such issuance, increase, or extension would cause the Letter of Credit Exposure to exceed the lesser of (A) $15,000,000 and (B) the lesser of (1) the aggregate Revolving Commitments minus the aggregate outstanding principal amount of all Revolving Advances and (2) the Borrowing Base minus the aggregate outstanding principal amount of all Revolving Advances;
(ii) unless such Letter of Credit has an expiry expiration date not later than the fifth Business Day prior to earlier of (A) one year after the Revolving Credit date of issuance thereof and (B) the Maturity Date (Date; provided that, any such day, the “Letter of Credit with a one-year tenor may expressly provide that it is renewable at the option of the Issuing Bank for additional one-year periods (which shall in no event extend beyond the Maturity Date”). Notwithstanding the foregoing, no Issuer shall be under any obligation to issue any provided that such Letter of Credit if any order, judgment or decree is cancelable upon at least 30 days’ notice given by the Issuing Bank to the beneficiary of any Governmental Authority or other regulatory body with jurisdiction over such Issuer shall purport by its terms to enjoin or restrain such Issuer from issuing such Letter of Credit, or any law or governmental rule, regulation, policy, guideline or directive ;
(whether or not having the force of lawiii) from any governmental authority or other regulatory body with jurisdiction over such Issuer shall prohibit, or request that such Issuer refrain from, the issuance of unless such Letter of Credit is in particular or shall impose upon such Issuer with respect form and substance acceptable to any the Issuing Bank in its reasonable discretion;
(iv) unless the Borrower has delivered to the Issuing Bank a completed and executed Letter of Credit any restriction or reserve or capital requirement Application; and
(v) unless such Letter of Credit is governed by the Uniform Customs and Practice for which such Issuer is not otherwise compensated) Documentary Credits (1993 Revision), International Chamber of Commerce Publication No. 500 or any unreimbursed loss, cost or expense which was not applicable, in effect and known successor to such Issuer as publication. If the terms of any letter of credit application referred to in the date foregoing clause (iv) conflicts with the terms of this Agreement, the terms of this Agreement and which such Issuer in good ▇▇▇▇▇ ▇▇▇▇▇ material to itshall control.
Appears in 1 contract
Sources: Credit Agreement (Diamondback Energy Services, Inc.)
Issuance. Each Issuer hereby agrees, on Subject to the terms and conditions set forth hereof and of the LOC Documents, if any, and any other terms and conditions which the Issuing Bank may reasonably require, the Banks will participate in this Agreement, to issue the Existing Letters of Credit and to renew, extend, increase, decrease or otherwise modify Letters of Credit (“Modify,” and each such action a “Modification”), in the issuance by the Issuing Banks from time to time of such Letters of Credit from and including the date of this Agreement and prior Closing Date until the Termination Date as the Borrower or any other Credit Party may request in a form acceptable to the Letter of Credit Maturity Date upon the request of the Parent and for the account of any BorrowerIssuing Bank; provided provided, however, that a Letter of Credit shall be issued or Modified only if (and upon each issuance or Modification the Relevant Borrower shall be deemed to represent and warrant that) before and after giving effect to such issuance or Modification (i) the LC Exposure aggregate amount of Trade LOC Obligations shall not at any time exceed $70,000,000 (the Letter of Credit Sublimit"Trade LOC Committed Amount"), (ii) the Dollar Equivalent Amount aggregate amount of the Total Revolving Credit Exposure and Competitive Bid Loans then outstanding Standby LOC Obligations shall not at any time exceed $10,000,000 (the Total Revolving Credit Commitment (either as in effect on the date of such issuance or Modification or, if the Revolving Credit Maturity Date has been extended pursuant to Section 4.01 and the expiration of such Letter of Credit (as Modified, if applicable) would occur after the Revolving Credit Maturity Date without giving effect to such extension, as the Total Revolving Credit Commitment is scheduled to be in effect immediately following the expiry of the Commitment of any Lender which is a Nonextending Lender relative to such extension"Standby LOC Committed Amount"), (iii) the Dollar Equivalent Amount sum of the Issuer Exposure of the applicable Issuer Committed Revolving Loans plus Swingline Loans plus LOC Obligations shall not at any time exceed the Dollar Equivalent aggregate Revolving Committed Amount of its Issuer Commitment and (iv) Standby Letters of Credit shall be issued solely for the Dollar Equivalent Amount purpose of supporting workers' compensation and other insurance programs. Except as otherwise expressly agreed upon by all the Revolving Banks, no Standby Letter of Credit Exposure shall have an original expiry date more than one year from the date of any Lender issuance and no Trade Letter of Credit shall have an original expiry date more than 210 days following the date of issuance thereof; provided, however, so long as no Default or Event of Default has occurred and is continuing and subject to the other terms and conditions to the issuance of Standby Letters of Credit hereunder, the expiry dates of Standby Letters of Credit will be extended annually on each anniversary date of their date of issuance for an additional period not to exceed one year; provided, further, that no Letter of Credit, whether Standby or Trade, as originally issued or as extended, shall have an expiry date extending beyond the Dollar Equivalent Amount Termination Date except that prior to the Termination Date a Letter of Credit may be issued or extended with an expiry date extending beyond the Revolving Termination Date if, and to the extent that, the responsible Credit Committed Amount Party shall provide cash collateral to the Issuing Bank on the date of issuance or extension in an amount equal to the maximum amount available to be drawn under such LenderLetter of Credit. Each Letter of Credit shall be denominated in a Designated Currency comply with the related LOC Documents. The issuance and shall be in a form satisfactory to the Issuer. No expiry date of each Letter of Credit shall have an expiry date later than the fifth be a Business Day prior to the Revolving Credit Maturity Date (such day, the “Letter of Credit Maturity Date”). Notwithstanding the foregoing, no Issuer shall be under any obligation to issue any Letter of Credit if any order, judgment or decree of any Governmental Authority or other regulatory body with jurisdiction over such Issuer shall purport by its terms to enjoin or restrain such Issuer from issuing such Letter of Credit, or any law or governmental rule, regulation, policy, guideline or directive (whether or not having the force of law) from any governmental authority or other regulatory body with jurisdiction over such Issuer shall prohibit, or request that such Issuer refrain from, the issuance of such Letter of Credit in particular or shall impose upon such Issuer with respect to any Letter of Credit any restriction or reserve or capital requirement (for which such Issuer is not otherwise compensated) or any unreimbursed loss, cost or expense which was not applicable, in effect and known to such Issuer as of the date of this Agreement and which such Issuer in good ▇▇▇▇▇ ▇▇▇▇▇ material to itDay.
Appears in 1 contract
Sources: Credit Agreement (Tultex Corp)
Issuance. Each Issuer hereby agreesFrom time to time from the date of this Agreement until three months before the Maturity Date, at the request of the Borrower, each Issuing Bank shall, on any Business Day and on the terms and conditions hereinafter set forth in this Agreementforth, to issue issue, increase, decrease, amend, or extend the expiration date of Letters of Credit and to renew, extend, increase, decrease or otherwise modify Letters of Credit (“Modify,” and each such action a “Modification”), from time to time from and including the date of this Agreement and prior to the Letter of Credit Maturity Date upon the request of the Parent and for the account of any Borrower; provided that a Letter of Credit shall be issued the Borrower (for its own benefit or Modified only if (and upon each issuance or Modification for the Relevant Borrower shall be deemed to represent and warrant that) before and after giving effect to such issuance or Modification (i) the LC Exposure shall not exceed the Letter of Credit Sublimit, (ii) the Dollar Equivalent Amount of the Total Revolving Credit Exposure and Competitive Bid Loans then outstanding shall not exceed the Total Revolving Credit Commitment (either as in effect on the date of such issuance or Modification or, if the Revolving Credit Maturity Date has been extended pursuant to Section 4.01 and the expiration of such Letter of Credit (as Modified, if applicable) would occur after the Revolving Credit Maturity Date without giving effect to such extension, as the Total Revolving Credit Commitment is scheduled to be in effect immediately following the expiry of the Commitment benefit of any Lender which is a Nonextending Lender relative to such extension), (iii) the Dollar Equivalent Amount of the Issuer Exposure of the applicable Issuer shall not exceed the Dollar Equivalent Amount of its Issuer Commitment and (iv) the Dollar Equivalent Amount of the Revolving Credit Exposure of any Lender shall not exceed the Dollar Equivalent Amount of the Revolving Credit Committed Amount of such Lender. Each Letter of Credit shall be denominated in a Designated Currency and shall be in a form satisfactory to the IssuerSubsidiaries). No Letter of Credit shall have an expiry date later than will be issued, increased, or extended (i) if such issuance, increase, or extension would cause the fifth Business Day prior to the Revolving Credit Maturity Date (such day, the “Letter of Credit Maturity Date”). Notwithstanding Exposure to exceed the foregoing, no Issuer shall be under any obligation lesser of (x) $100,000,000 or (y) an amount equal to issue any (A) the lesser of the Borrowing Base or the aggregate Revolving Commitments less (B) the aggregate outstanding Revolving Advances and Letter of Credit if any order, judgment or decree of any Governmental Authority or other regulatory body with jurisdiction over Exposure at such Issuer shall purport by its terms to enjoin or restrain such Issuer from issuing such Letter of Credit, or any law or governmental rule, regulation, policy, guideline or directive time; (whether or not having the force of lawii) from any governmental authority or other regulatory body with jurisdiction over such Issuer shall prohibit, or request that such Issuer refrain from, the issuance of unless such Letter of Credit in particular or shall impose upon has an Expiration Date not later than the earlier of (A) one year after the date of issuance thereof and (B) the Maturity Date; (iii) unless such Issuer with respect to any Letter of Credit is in form and substance acceptable to the respective Issuing Bank in its sole discretion; (iv) unless such Letter of Credit is a standby letter of credit not supporting the repayment of indebtedness for borrowed money of any restriction or reserve or capital requirement Person, other than a Letter of Credit issued in substitution of any letter of credit outstanding on the Effective Date and listed on Schedule 1.01(b); (v) unless the Borrower has delivered to the respective Issuing Bank a completed and executed letter of credit application on such Issuing Bank's standard form, which shall contain terms no more restrictive than the terms of this Agreement; and (vi) unless such Letter of Credit is governed by the Uniform Customs and Practice for which such Issuer is not otherwise compensatedDocumentary Credits (1993 Revision), International Chamber of Commerce Publication No. 500 ("UCP") or any unreimbursed losssuccessor to the UCP. If the terms of any letter of credit application referred to in the foregoing clause (v) conflicts with the terms of this Agreement, cost or expense which was not applicable, in effect and known to such Issuer as of the date terms of this Agreement and which such Issuer in good ▇▇▇▇▇ ▇▇▇▇▇ material to itshall control.
Appears in 1 contract
Issuance. Each Issuer hereby agreesFrom time to time from the date of this Agreement until three months before the Maturity Date, at the request of the Borrower, the Issuing Bank shall, on any Business Day and on the terms and conditions hereinafter set forth in this Agreementforth, to issue issue, increase, decrease, amend, or extend the expiration date of Letters of Credit and to renew, extend, increase, decrease or otherwise modify Letters of Credit (“Modify,” and each such action a “Modification”), from time to time from and including the date of this Agreement and prior to the Letter of Credit Maturity Date upon the request of the Parent and for the account of the Borrower (for its own benefit or for the benefit of the Parent or any of the Borrower; provided that ’s Subsidiaries). Promptly after issuance by the Issuing Bank of a Letter of Credit, such Issuing Bank shall furnish a copy of such Letter of Credit to the Borrower. Each Issuing Bank shall promptly give notice to the Administrative Agent of the issuance of each Letter of Credit issued by such Issuing Bank (including the amount thereof). Upon the Effective Date, but subject to the limitations contained in the following sentence, each Existing Letter of Credit shall be issued or Modified only if (and upon each issuance or Modification the Relevant Borrower shall be deemed automatically converted to represent and warrant that) before and after giving effect to such issuance or Modification (i) the LC Exposure shall not exceed the a Letter of Credit Sublimit, (ii) the Dollar Equivalent Amount of the Total Revolving Credit Exposure and Competitive Bid Loans then outstanding shall not exceed the Total Revolving Credit Commitment (either as in effect on the date of such issuance or Modification or, if the Revolving Credit Maturity Date has been extended pursuant to Section 4.01 and the expiration of such Letter of Credit (as Modified, if applicable) would occur after the Revolving Credit Maturity Date without giving effect to such extension, as the Total Revolving Credit Commitment is scheduled to be in effect immediately following the expiry of the Commitment of any Lender which is a Nonextending Lender relative to such extension), (iii) the Dollar Equivalent Amount of the Issuer Exposure of the applicable Issuer shall not exceed the Dollar Equivalent Amount of its Issuer Commitment and (iv) the Dollar Equivalent Amount of the Revolving Credit Exposure of any Lender shall not exceed the Dollar Equivalent Amount of the Revolving Credit Committed Amount of such Lender. Each Letter of Credit shall be denominated in a Designated Currency and shall be in a form satisfactory to the IssuerCredit. No Letter of Credit shall have will be issued, increased, or extended and no Existing Letter of Credit will be converted to a Letter of Credit (i) if such issuance, increase, extension or conversion would cause the Letter of Credit Exposure to exceed the lesser of (x) $10,000,000 or (y) an expiry date amount equal to (A) the aggregate Revolving Commitments less (B) the sum of the aggregate Revolving Exposure at such time; (ii) unless such Letter of Credit has an Expiration Date not later than the fifth Business Day earlier of (A) one year after the date of issuance thereof and (B) ten (10) days prior to the Revolving Credit Maturity Date Date; (iii) unless such day, the “Letter of Credit Maturity Date”). Notwithstanding is in form and substance acceptable to the foregoing, no Issuer shall be under any obligation to issue any Issuing Bank; (iv) unless such Letter of Credit if any order, judgment or decree is a standby letter of credit not supporting the repayment of indebtedness for borrowed money of any Governmental Authority or Person; (v) unless the Borrower has delivered to the Issuing Bank (with a copy to the Administrative Agent) the completed and executed Letter of Credit Documents (other regulatory body with jurisdiction over such Issuer shall purport by its terms to enjoin or restrain such Issuer from issuing such than the Letter of Credit) on such Issuing Bank’s standard form, which shall contain terms no more restrictive than the terms of this Agreement; and (vi) unless no Default has occurred and is continuing or any law or governmental rule, regulation, policy, guideline or directive (whether or not having the force of law) would result from any governmental authority or other regulatory body with jurisdiction over such Issuer shall prohibit, or request that such Issuer refrain from, the issuance of such Letter of Credit in particular or shall impose upon such Issuer with respect to Credit. If the terms of any of the Letter of Credit any restriction or reserve or capital requirement Documents referred to in the foregoing clause (for which such Issuer is not otherwise compensatedv) or any unreimbursed lossconflicts with the terms of this Agreement, cost or expense which was not applicable, in effect and known to such Issuer as of the date terms of this Agreement and which such Issuer in good ▇▇▇▇▇ ▇▇▇▇▇ material to itshall control.
Appears in 1 contract
Sources: Senior Secured Credit Agreement (Interstate Hotels & Resorts Inc)
Issuance. Each Issuer hereby agrees, on the terms and conditions set forth in this Agreement, to issue Letters standby and documentary letters of Credit credit denominated in Agreed Currencies (each a “Letter of Credit”) and to renew, extend, increase, decrease or otherwise modify Letters of Credit (“Modify,” and each such action a “Modification”), ) from time to time from and including the date of this Agreement and prior Third Restatement Date to the Letter of Credit Maturity Revolving Facility Termination Date upon the request of the Parent and for the account of any a Borrower; provided that a immediately after any Letter of Credit shall be is issued or Modified only if (and upon each issuance or Modification the Relevant Borrower shall be deemed to represent and warrant that) before and after giving effect to such issuance or Modification Modified, (i) the Aggregate Outstanding Revolving Credit Exposure shall not exceed the Aggregate Revolving Commitment, (ii) the LC Exposure shall not exceed the Letter of Credit Sublimit$50,000,000, (ii) the Dollar Equivalent Amount of the Total Revolving Credit Exposure and Competitive Bid Loans then outstanding shall not exceed the Total Revolving Credit Commitment (either as in effect on the date of such issuance or Modification or, if the Revolving Credit Maturity Date has been extended pursuant to Section 4.01 and the expiration of such Letter of Credit (as Modified, if applicable) would occur after the Revolving Credit Maturity Date without giving effect to such extension, as the Total Revolving Credit Commitment is scheduled to be in effect immediately following the expiry of the Commitment of any Lender which is a Nonextending Lender relative to such extension), (iii) the Dollar Equivalent Amount of the Issuer aggregate Multicurrency Revolving Loans, Swingline Exposure of the applicable Issuer not denominated in Dollars and LC Exposure not denominated in Dollars shall not exceed the Dollar Equivalent Amount of its Issuer Commitment and (iv) the Dollar Equivalent Amount of the Revolving Credit Exposure of any Lender shall not exceed the Dollar Equivalent Amount of the Revolving Credit Committed Amount of such Lender. Each Letter of Credit shall be denominated in a Designated Currency and shall be in a form satisfactory to the Issuer$100,000,000. No Letter of Credit shall have an expiry date later than after the fifth earlier of (x) five Business Day Days prior to the scheduled Revolving Credit Maturity Facility Termination Date (unless such day, the “Letter of Credit Maturity Date”). Notwithstanding is collateralized on terms satisfactory to the foregoing, no applicable Issuer shall be under any obligation with cash or a standby letter of credit in form and substance and from a financial institution acceptable to issue the applicable Issuer in its sole discretion) and (y) the date that is one year after the date of issuance thereof (provided that any Letter of Credit with a one-year tenor may provide for the renewal thereof for additional one-year periods not to extend beyond the date five (5) Business Days prior to the scheduled Revolving Facility Termination Date) (or if any order, judgment or decree of any Governmental Authority or other regulatory body with jurisdiction over such Issuer shall purport by its terms to enjoin or restrain such Issuer from issuing such Letter of Credit, or any law or governmental rule, regulation, policy, guideline or directive (whether or not having the force of law) from any governmental authority or other regulatory body with jurisdiction over such Issuer shall prohibit, or request that such Issuer refrain from, the issuance of such Letter of Credit in particular or shall impose upon such is collateralized on terms satisfactory to the applicable Issuer with respect cash or a standby letter of credit in form and substance (and, if applicable, from a financial institution) acceptable to the applicable Issuer in its sole discretion, the date one year after such date) and (iv) except to the extent otherwise agreed by either Issuer in its sole discretion and solely as to itself, at no time shall an Issuer be obligated to issue or extend any Letter of Credit any restriction if, after giving effect to such issuance or reserve or capital requirement (for which extension, the aggregate LC Exposure relative to Letters of Credit issued by such Issuer is not otherwise compensated) would exceed $25,000,000 (or any unreimbursed lossif the maximum amount of LC Exposure permitted hereby shall be reduced to an amount less than $50,000,000, cost or expense which was not applicable, in effect and known to 50% of such Issuer as of the date of this Agreement and which such Issuer in good ▇▇▇▇▇ ▇▇▇▇▇ material to itlesser amount).
Appears in 1 contract
Sources: Credit Agreement (Bemis Co Inc)
Issuance. Each Issuer hereby agreesFrom time‑to‑time from the Closing Date until 91 days before the Maturity Date, at the request of a Borrower, any Issuing Bank shall, on the terms and conditions hereinafter set forth in this Agreementforth, to issue issue, increase, or extend the expiration date of Letters of Credit and to renew, extend, increase, decrease or otherwise modify Letters of Credit (“Modify,” and each such action a “Modification”), from time to time from and including the date of this Agreement and prior to the Letter of Credit Maturity Date upon the request of the Parent and for the account of the Company or any Borrower; provided that a Letter of Credit shall be issued or Modified only if (and upon each issuance or Modification the Relevant Borrower shall be deemed to represent and warrant that) before and after giving effect to such issuance or Modification (i) the LC Exposure shall not exceed the Letter of Credit Sublimit, (ii) the Dollar Equivalent Amount of the Total Revolving Credit Exposure and Competitive Bid Loans then outstanding shall not exceed the Total Revolving Credit Commitment (either as in effect on the date of such issuance or Modification or, if the Revolving Credit Maturity Date has been extended pursuant to Section 4.01 and the expiration of such Letter of Credit (as Modified, if applicable) would occur after the Revolving Credit Maturity Date without giving effect to such extension, as the Total Revolving Credit Commitment is scheduled to be in effect immediately following the expiry of the Commitment of any Lender which is a Nonextending Lender relative to such extension), (iii) the Dollar Equivalent Amount of the Issuer Exposure of the applicable Issuer shall not exceed the Dollar Equivalent Amount of its Issuer Commitment and (iv) the Dollar Equivalent Amount of the Revolving Credit Exposure of Subsidiaries on any Lender shall not exceed the Dollar Equivalent Amount of the Revolving Credit Committed Amount of such Lender. Each Letter of Credit shall be denominated in a Designated Currency and shall be in a form satisfactory to the IssuerBusiness Day. No Letter of Credit shall have an expiry date later than will be issued, increased, or extended:
(i) if such issuance, increase, or extension would cause the fifth Business Day prior to the Revolving Credit Maturity Date (such day, the “Letter of Credit Maturity Date”). Notwithstanding Exposure to exceed (A) the foregoing, no Issuer shall be under any obligation to issue any lesser of (1) the aggregate Revolving Commitments and (2) the Collateral Coverage Amount minus (B) the sum of the aggregate outstanding principal amount of all Revolving Advances and the aggregate outstanding principal amount of the Swingline Advances;
(ii) unless such Letter of Credit if has an expiration date not later than one year after the date of issuance thereof, provided that, any order, judgment or decree of any Governmental Authority or other regulatory body with jurisdiction over such Issuer shall purport by its terms to enjoin or restrain such Issuer from issuing such Letter of Credit, Credit with a one-year tenor may expressly provide that it is renewable at the option of such Issuing Bank for additional one-year periods;
(iii) unless such Letter of Credit is (A) issued in a currency that is an Agreed Currency and (B) is otherwise in form and substance acceptable to such Issuing Bank;
(iv) unless such Borrower or any law or governmental rule, regulation, policy, guideline or directive (whether or not having the force Issuing Bank has delivered notice of law) from any governmental authority or other regulatory body with jurisdiction over such Issuer shall prohibit, or request that such Issuer refrain from, the for and issuance of such Letter of Credit in particular or shall impose upon to the Administrative Agent;
(v) if requested by such Issuer with respect Issuing Bank, unless the Borrower has completed, executed and delivered to any the Issuing Bank the Issuing Bank's standard form letter of credit application for letters of credit; and
(vi) unless such Letter of Credit any restriction or reserve or capital requirement is governed by the Uniform Customs and Practice for Documentary Credits (for which such Issuer is not otherwise compensated) 1993 Revision), International Chamber of Commerce Publication No. 500, the International Standby Practices (ISP98), International Chamber of Commerce Publication No. 590, or any unreimbursed loss, cost or expense which was not applicable, in effect and known successor to such Issuer as publication. If the terms of any letter of credit application referred to in the date foregoing clause (v) conflicts with the terms of this Agreement, the terms of this Agreement and which such Issuer in good ▇▇▇▇▇ ▇▇▇▇▇ material to itshall control.
Appears in 1 contract
Issuance. Each Issuer hereby agrees, on Subject to and upon the terms and conditions herein set forth in this Agreementforth, to issue Letters so long as no Default or Event of Credit Default has occurred and to renewis continuing, extendthe Issuing Bank will, increase, decrease or otherwise modify Letters of Credit (“Modify,” at any time and each such action a “Modification”), from time to time from on and including after the date of this Agreement Closing Date and prior to the Letter earlier of Credit (i) the seventh day prior to the Revolver A Maturity Date and (ii) the Revolver A Termination Date, upon request by the request Borrower in accordance with the provisions of the Parent and SECTION 2.20(B), issue for the account of the Borrower one or more irrevocable standby letters of credit denominated in Dollars and in a form customarily used or otherwise reasonably approved by the Issuing Bank (together with all amendments, modifications and supplements thereto, substitutions therefor and renewals and restatements thereof, collectively, the "Letters of Credit"). The Stated Amount of each Letter of Credit shall not be less than such amount as may be acceptable to the Issuing Bank but in all events any Borrower; provided that a amount greater than or equal to $5,000 shall be deemed acceptable. Notwithstanding the foregoing:
(i) No Letter of Credit shall be issued or Modified only if (and the Stated Amount upon each issuance or Modification the Relevant Borrower shall be deemed to represent and warrant that) before and after giving effect to such issuance or Modification of which (i) the LC Exposure shall not exceed the when added to all other Letter of Credit SublimitOutstandings at such time, would exceed $5,000,000 or (ii) when added to all other Letter of Credit Outstandings at such time and the Dollar Equivalent Amount aggregate principal amount of the Total Revolving Credit Exposure all Revolver A Loans and Competitive Bid Loans then outstanding shall not outstanding, would exceed the Total Revolving Credit Commitment aggregate Revolver A Commitments at such time;
(either as in effect on the date of such issuance or Modification or, if the Revolving Credit Maturity Date has been extended pursuant to Section 4.01 and the expiration of such Letter of Credit (as Modified, if applicableii) would occur after the Revolving Credit Maturity Date without giving effect to such extension, as the Total Revolving Credit Commitment is scheduled to be in effect immediately following the expiry of the Commitment of any Lender which is a Nonextending Lender relative to such extension), (iii) the Dollar Equivalent Amount of the Issuer Exposure of the applicable Issuer shall not exceed the Dollar Equivalent Amount of its Issuer Commitment and (iv) the Dollar Equivalent Amount of the Revolving Credit Exposure of any Lender shall not exceed the Dollar Equivalent Amount of the Revolving Credit Committed Amount of such Lender. Each No Letter of Credit shall be denominated in a Designated Currency and shall be in a form satisfactory issued that by its terms expires later than the seventh day prior to the Issuer. No Revolver A Maturity Date or, in any event, more than one (1) year after its date of issuance (subject to renewal as provided below); provided, however, that a Letter of Credit shall have an expiry date later than may, if requested by the fifth Business Day Borrower, provide by its terms, and on terms acceptable to the Issuing Bank, for renewal for successive periods of one year or less (but not beyond the seventh day prior to the Revolving Credit Maturity Date (Date), unless and until the Issuing Bank shall have delivered a notice of nonrenewal to the beneficiary of such day, the “Letter of Credit Maturity Date”). Notwithstanding the foregoing, no Issuer Credit; and
(iii) The Issuing Bank shall be under any no obligation to issue any Letter of Credit if if, at the time of such proposed issuance, (A) any order, judgment or decree of any Governmental Authority or other regulatory body with jurisdiction over such Issuer arbitrator shall purport by its terms to enjoin or restrain such Issuer the Issuing Bank from issuing such Letter of Credit, or any law Requirement of Law applicable to the Issuing Bank or governmental rule, regulation, policy, guideline any request or directive (whether or not having the force of law) from any governmental authority or other regulatory body Governmental Authority with jurisdiction over such Issuer the Issuing Bank shall prohibit, or request that such Issuer the Issuing Bank refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuer the Issuing Bank with respect to any such Letter of Credit any restriction or reserve or capital requirement (for which such Issuer the Issuing Bank is not otherwise compensated) not in effect on the Closing Date, or any unreimbursed loss, cost or expense which that was not applicable, applicable or in effect and known to such Issuer as of the date of this Agreement Closing Date and which such Issuer in good ▇▇▇▇▇ ▇▇▇▇▇ that the Issuing Bank reasonably deems material to it, or (B) the Issuing Bank shall have actual knowledge, or shall have received notice from any Lender, prior to the issuance of such Letter of Credit that one or more of the conditions specified in ARTICLE III are not then satisfied or that the issuance of such Letter of Credit would violate the provisions of subsection (I) above.
Appears in 1 contract
Sources: Loan Agreement (Us Oncology Inc)
Issuance. Each Issuer hereby agrees, on Subject to the terms and conditions set forth in this Agreementhereof and of the LOC Documents, if any, and any other terms and conditions which Lender may reasonably require, prior to the Maturity Date Lender shall issue Letters of Credit and to renew, extend, increase, decrease or otherwise modify Letters for the account of Credit (“Modify,” and each such action a “Modification”), Borrower from time to time from and including the date of this Agreement and prior upon request by Borrower in a form reasonably acceptable to the Letter of Credit Maturity Date upon the request of the Parent and for the account of any BorrowerLender; provided provided, however, that a Letter of Credit shall be issued or Modified only if (and upon each issuance or Modification the Relevant Borrower shall be deemed to represent and warrant that) before and after giving effect to such issuance or Modification (i) either (A) if the LC Exposure Accordion Facility has not been Activated, the sum of outstanding Revolving Advances plus outstanding LOC Obligations shall not at any time exceed the Letter Revolving Committed Amount or (B) if the Accordion Facility has been activated, the sum of Credit Sublimitoutstanding Revolving Advances, plus outstanding Accordion Advances, plus outstanding LOC Obligations shall not at any time exceed the aggregate of the Revolving Committed Amount plus the then applicable Effective Accordion Note Amount, (ii) the Dollar Equivalent Amount of the Total Revolving Credit Exposure and Competitive Bid Loans then outstanding shall not exceed the Total Revolving Credit Commitment (either as in effect on the date of such issuance or Modification or, if the Revolving Credit Maturity Date has been extended pursuant to Section 4.01 and the expiration of such Letter of Credit (as Modified, if applicable) would occur after the Revolving Credit Maturity Date without giving effect to such extension, as the Total Revolving Credit Commitment is scheduled to be in effect immediately following the expiry of the Commitment of any Lender which is a Nonextending Lender relative to such extension), (iii) the Dollar Equivalent Amount of the Issuer Exposure of the applicable Issuer shall not exceed the Dollar Equivalent Amount of its Issuer Commitment and (iv) the Dollar Equivalent Amount of the Revolving Credit Exposure of any Lender shall not exceed the Dollar Equivalent Amount of the Revolving Credit Committed Amount of such Lender. Each Letter all Letters of Credit shall be denominated in a Designated Currency U.S. Dollars and (iii) Letters of Credit shall be in a form satisfactory to the Issuerissued for lawful corporate. No Letter of Credit shall have an original expiry date later more than one year from the fifth Business Day prior date of issuance, unless otherwise agreed to by Lender; provided, however, so long as no Default or Event of Default has occurred and is continuing and subject to the Revolving other terms and conditions to the issuance of Letters of Credit Maturity Date (such dayhereunder, the “expiry dates of Letters of Credit may be extended annually or periodically from time to time on the request of Borrower or by operation of the terms of the applicable Letter of Credit Maturity Date”). Notwithstanding to a date not more than one year from the foregoingdate of extension; provided, further, that no Issuer shall be under any obligation to issue any Letter of Credit if any order, judgment or decree of any Governmental Authority or other regulatory body with jurisdiction over such Issuer shall purport by its terms to enjoin or restrain such Issuer from issuing such Letter of Credit, as originally issued or any law or governmental ruleas extended, regulation, policy, guideline or directive shall have an expiry date extending beyond the date that is one (whether or not having 1) year after the force of law) from any governmental authority or other regulatory body with jurisdiction over such Issuer shall prohibit, or request that such Issuer refrain from, the issuance of such Maturity Date. Each Letter of Credit in particular or shall impose upon such Issuer comply with respect to any the related LOC Documents. The issuance and expiry date of each Letter of Credit any restriction or reserve or capital requirement (for which such Issuer is not otherwise compensated) or any unreimbursed loss, cost or expense which was not applicable, shall be a Business Day. Borrower's Reimbursement Obligations in effect respect of each Existing Letter of Credit and known to such Issuer as new Letter of Credit shall be governed by the date terms of this Agreement and which such Issuer in good ▇▇▇▇▇ ▇▇▇▇▇ material to it.Credit Agreement
Appears in 1 contract
Sources: Credit and Security Agreement (Sun Hydraulics Corp)
Issuance. Each Issuer hereby agrees, on Subject to and upon the terms and conditions herein set forth in this Agreementforth, to issue Letters so long as no Default or Event of Credit Default has occurred and to renewis continuing, extendthe Issuing Lender will, increase, decrease or otherwise modify Letters of Credit (“Modify,” at any Execution time and each such action a “Modification”), from time to time from on and including after the date of this Agreement Initial Closing Date and prior to the Letter earlier of Credit (i) the seventh day prior to the Maturity Date and (ii) the Termination Date, and upon request by the request Borrower in accordance with the provisions of the Parent and SECTION 3.2, issue for the account of any Borrower; provided that the Borrower one or more irrevocable standby letters of credit denominated in Dollars and in a form customarily used or otherwise approved by the Issuing Lender (together with all amendments, modifications and supplements thereto, substitutions therefor and renewals and restatements thereof, collectively, the "Letters of Credit"). The Stated Amount of each Letter of Credit shall not be less than such amount as may be acceptable to the Issuing Lender. Notwithstanding the foregoing:
(a) No Letter of Credit shall be issued or Modified only if (and the Stated Amount upon each issuance or Modification the Relevant Borrower shall be deemed to represent and warrant that) before and after giving effect to such issuance or Modification of which (i) when added to the LC Exposure shall not exceed the aggregate Letter of Credit SublimitExposure of the Lenders at such time, would exceed $20,000,000 or (ii) when added to the Dollar Equivalent Amount sum of (x) the Total Revolving Credit Exposure and Competitive Bid Loans then outstanding shall not exceed the Total Revolving Credit Commitment (either as in effect on the date of such issuance or Modification or, if the Revolving Credit Maturity Date has been extended pursuant to Section 4.01 and the expiration of such aggregate Letter of Credit (as Modified, if applicable) would occur after the Revolving Credit Maturity Date without giving effect to Exposure of all Lenders at such extension, as the Total Revolving Credit Commitment is scheduled to be in effect immediately following the expiry of the Commitment of any Lender which is a Nonextending Lender relative to such extension)time, (iiiy) the Dollar Equivalent Amount aggregate principal amount of all Revolving Loans then outstanding, and (z) the Issuer Exposure aggregate amount of the applicable Issuer shall not all Swingline Loans then outstanding, would exceed the Dollar Equivalent Amount of its Issuer Commitment and aggregate Commitments at such time;
(ivb) the Dollar Equivalent Amount of the Revolving Credit Exposure of any Lender shall not exceed the Dollar Equivalent Amount of the Revolving Credit Committed Amount of such Lender. Each No Letter of Credit shall be denominated in a Designated Currency and shall be in a form satisfactory issued that by its terms expires later than the seventh day prior to the Issuer. No Maturity Date or, in any event, more than one (1) year after its date of issuance; provided, however, that a Letter of Credit shall have an expiry date later than may, if requested by the fifth Business Day Borrower, provide by its terms, and on terms acceptable to the Issuing Lender, for renewal for successive periods of one year or less (but not beyond the seventh day prior to the Revolving Credit Maturity Date (Date), unless and until the Issuing Lender shall have delivered a notice of nonrenewal to the beneficiary of such day, the “Letter of Credit Maturity Date”). Notwithstanding the foregoing, no Issuer Credit; and
(c) The Issuing Lender shall be under any no obligation to issue any Letter of Credit if if, at the time of such proposed issuance, (i) any order, judgment or decree of any Governmental Authority or other regulatory body with jurisdiction over such Issuer arbitrator shall purport by its terms to enjoin or restrain such Issuer the Issuing Lender from issuing such Letter of Credit, or any law Requirement of Law applicable to the Issuing Lender or governmental rule, regulation, policy, guideline any request or directive (whether or not having the force of law) from any governmental authority or other regulatory body Governmental Authority with jurisdiction over such Issuer the Issuing Lender shall prohibit, or request that such Issuer the Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuer the Issuing Lender with respect to any such Letter of Credit any restriction or reserve or capital requirement (for which such Issuer the Issuing Lender is not otherwise compensated) not in effect on the Initial Closing Date, or any unreimbursed loss, cost or expense which that was not applicable, in effect and or known to such Issuer the Issuing Lender as of the date of this Agreement Initial Closing Date and which such Issuer that the Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it, or (ii) the Issuing Lender shall have actual knowledge, or shall have received notice from any Lender, prior to the issuance of such Letter of Credit that one or more of the conditions specified in SECTIONS 4.1 (if applicable) or 4.3 are not then satisfied (or have not been waived in writing as required herein) or that the issuance of such Letter of Credit would violate the provisions of subsection (a) above.
Appears in 1 contract
Sources: Credit Agreement (St Joe Co)
Issuance. Each Issuer hereby agrees, on Subject to and upon the terms and conditions herein set forth, so long as no Default or Event of Default has occurred and is continuing, the Issuing Lender will, in reliance on the agreements of the other Lenders set forth in this Agreement, to issue Letters of Credit ARTICLE IV at any time and to renew, extend, increase, decrease or otherwise modify Letters of Credit (“Modify,” and each such action a “Modification”), from time to time from on and including after the date of this Agreement Effective Date and prior to the Letter earlier of Credit (i) the seventh day prior to the Maturity Date and (ii) the Termination Date, and upon request by the request Borrower in accordance with the provisions of the Parent and SECTION 4.2, issue for the account of any Borrower; provided that the Borrower one or more irrevocable standby letters of credit denominated in Dollars and in a form customarily used or otherwise approved by the Issuing Lender (together with all amendments, modifications and supplements thereto, substitutions therefor and renewals and restatements thereof, collectively, the "Letters of Credit"). The Stated Amount of each Letter of Credit shall not be less than $100,000 unless otherwise agreed to by the Issuing Lender. Notwithstanding the foregoing:
(a) No Letter of Credit shall be issued or Modified only if (and the Stated Amount upon each issuance or Modification the Relevant Borrower shall be deemed to represent and warrant that) before and after giving effect to such issuance or Modification of which (i) when added to the LC aggregate Letter of Credit Exposure shall not of the Lenders at such time, would exceed the Letter of Credit Sublimit, Sublimit or (ii) when added to the Dollar Equivalent Amount sum of (y) the Total aggregate Letter of Credit Exposure of all Lenders at such time and (z) the aggregate principal amount of all Revolving Credit Exposure Outstandings and Competitive Bid Loans then outstanding shall not Swing Line Outstandings, would exceed the Total Revolving Credit Commitment at such time;
(either as in effect on the date of such issuance or Modification or, if the Revolving Credit Maturity Date has been extended pursuant to Section 4.01 and the expiration of such Letter of Credit (as Modified, if applicableb) would occur after the Revolving Credit Maturity Date without giving effect to such extension, as the Total Revolving Credit Commitment is scheduled to be in effect immediately following the expiry of the Commitment of any Lender which is a Nonextending Lender relative to such extension), (iii) the Dollar Equivalent Amount of the Issuer Exposure of the applicable Issuer shall not exceed the Dollar Equivalent Amount of its Issuer Commitment and (iv) the Dollar Equivalent Amount of the Revolving Credit Exposure of any Lender shall not exceed the Dollar Equivalent Amount of the Revolving Credit Committed Amount of such Lender. Each No Letter of Credit shall be denominated in a Designated Currency and shall be in a form satisfactory issued that by its terms expires later than the seventh day prior to the Issuer. No Maturity Date or, in any event, more than one (1) year after its date of issuance; provided, however, that a Letter of Credit shall have an expiry date later than may, if requested by the fifth Business Day Borrower, provide by its terms, and on terms acceptable to the Issuing Lender, for renewal for successive periods of one year or less (but not beyond the seventh day prior to the Revolving Credit Maturity Date (Date), unless and until the Issuing Lender shall have delivered a notice of nonrenewal to the beneficiary of such day, the “Letter of Credit Maturity Date”). Notwithstanding the foregoing, no Issuer Credit; and
(c) The Issuing Lender shall be under any no obligation to issue any Letter of Credit if if, at the time of such proposed issuance, (i) any order, judgment or decree of any Governmental Authority or other regulatory body with jurisdiction over such Issuer arbitrator shall purport by its terms to enjoin or restrain such Issuer the Issuing Lender from issuing such Letter of Credit, or any law Requirement of Law applicable to the Issuing Lender or governmental rule, regulation, policy, guideline any request or directive (whether or not having the force of law) from any governmental authority or other regulatory body Governmental Authority with jurisdiction over such Issuer the Issuing Lender shall prohibit, or request that such Issuer the Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuer the Issuing Lender with respect to any such Letter of Credit any restriction or reserve or capital requirement (for which such Issuer the Issuing Lender is not otherwise compensated) not in effect on the Effective Date, or any unreimbursed loss, cost or expense which that was not applicable, in effect and or known to such Issuer the Issuing Lender as of the date of this Agreement Effective Date and which such Issuer that the Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it, or (ii) the Issuing Lender shall have actual knowledge, or shall have received notice from any Lender prior to the issuance of such Letter of Credit that one or more of the conditions specified in SECTIONS 7.1 (if applicable) or 7.2 are not then satisfied (or have not been waived in writing as required herein) or that the issuance of such Letter of Credit would violate the provisions of subsection (a) above, or (iii) the issuance of such Letter of Credit would violate the policies of the Issuing Lender.
Appears in 1 contract
Issuance. Each Issuer hereby agreesFrom time-to-time from the date of this Agreement until four months before the Tranche A Maturity Date, at the request of the Borrower, the Issuing Bank shall, on the terms and conditions hereinafter set forth in this Agreementforth, to issue issue, increase, or extend the expiration date of Letters of Credit and to renew, extend, increase, decrease or otherwise modify Letters of Credit (“Modify,” and each such action a “Modification”), from time to time from and including the date of this Agreement and prior to the Letter of Credit Maturity Date upon the request of the Parent and for the account of the Borrower on any Borrower; provided that a Letter of Credit shall be issued or Modified only if (and upon each issuance or Modification the Relevant Borrower shall be deemed to represent and warrant that) before and after giving effect to such issuance or Modification (i) the LC Exposure shall not exceed the Letter of Credit Sublimit, (ii) the Dollar Equivalent Amount of the Total Revolving Credit Exposure and Competitive Bid Loans then outstanding shall not exceed the Total Revolving Credit Commitment (either as in effect on the date of such issuance or Modification or, if the Revolving Credit Maturity Date has been extended pursuant to Section 4.01 and the expiration of such Letter of Credit (as Modified, if applicable) would occur after the Revolving Credit Maturity Date without giving effect to such extension, as the Total Revolving Credit Commitment is scheduled to be in effect immediately following the expiry of the Commitment of any Lender which is a Nonextending Lender relative to such extension), (iii) the Dollar Equivalent Amount of the Issuer Exposure of the applicable Issuer shall not exceed the Dollar Equivalent Amount of its Issuer Commitment and (iv) the Dollar Equivalent Amount of the Revolving Credit Exposure of any Lender shall not exceed the Dollar Equivalent Amount of the Revolving Credit Committed Amount of such Lender. Each Letter of Credit shall be denominated in a Designated Currency and shall be in a form satisfactory to the IssuerBusiness Day. No Letter of Credit shall have will be issued, increased, or extended:
(i) if such issuance, increase, or extension would cause (A) the Letter of Credit Exposure to exceed the lesser of (1) $20,000,000 or (2) the aggregate Tranche A Commitments less the aggregate outstanding principal amount of all Tranche A Advances;
(ii) unless such Letter of Credit has an expiry date Expiration Date not later than the fifth Business Day prior to earlier of (A) 13 months after the Revolving Credit Maturity Date date of issuance thereof (or, if extendable beyond such dayperiod, the “unless such Letter of Credit is cancellable upon 120 days' notice given by the Issuing Bank to the beneficiary of such Letter of Credit) and (B) the Tranche A Maturity Date”;
(iii) unless such Letter of Credit is in form and substance acceptable to the Issuing Bank in its sole discretion;
(iv) unless such Letter of Credit is a standby letter of credit not supporting the repayment of indebtedness for borrowed money of any Person;
(v) unless the Borrower has delivered to the Issuing Bank a completed and executed letter of credit application on the Issuing Bank's standard form, which application for the initial Issuing Bank is in the form of the attached Exhibit G; and
(vi) unless such Letter of Credit is governed by the Uniform Customs and Practice for Documentary Credits (1993 Revision), International Chamber of Commerce Publication No. 500 or any successor publication. If the terms of any letter of credit application referred to in the foregoing clause (v) conflicts with the terms of this Agreement, the terms of this Agreement shall control. Notwithstanding the foregoing, no Issuer shall be under any obligation to issue if the Agent and the Banks permit the Expiration Date of any Letter of Credit if any order, judgment or decree of any Governmental Authority or other regulatory body with jurisdiction over such Issuer shall purport by its terms to enjoin or restrain such Issuer from issuing such Letter of Credit, or any law or governmental rule, regulation, policy, guideline or directive (whether or not having extend beyond the force of law) from any governmental authority or other regulatory body with jurisdiction over such Issuer shall prohibit, or request that such Issuer refrain fromTranche A Maturity Date, the issuance Borrower shall deposit with the Agent into the Cash Collateral Account on the Tranche A Maturity Date an amount of such cash equal to the outstanding Letter of Credit in particular or shall impose upon such Issuer with respect Exposure as security for the Obligations to any the extent the Letter of Credit any restriction or reserve or capital requirement (for which such Issuer is Obligations are not otherwise compensated) or any unreimbursed loss, cost or expense which was not applicable, in effect and known to paid at such Issuer as of the date of this Agreement and which such Issuer in good ▇▇▇▇▇ ▇▇▇▇▇ material to ittime.
Appears in 1 contract
Issuance. Each Issuer hereby agreesFrom time to time from the date of this Agreement until three months before the Maturity Date, at the request of any Borrower, each Issuing Bank shall, on any Business Day and on the terms and conditions hereinafter set forth in this Agreementforth, to issue issue, increase, decrease, amend or extend the expiration date of Letters of Credit and to renew, extend, increase, decrease or otherwise modify Letters of Credit (“Modify,” and each such action a “Modification”), from time to time from and including the date of this Agreement and prior to the Letter of Credit Maturity Date upon the request of the Parent and for the account of the Borrowers (for the benefit of a Borrower or for the benefit of any Borrower; provided that a Letter of Credit shall be issued or Modified only if (and upon each issuance or Modification the Relevant Borrower shall be deemed to represent and warrant that) before and after giving effect to such issuance or Modification (i) the LC Exposure shall not exceed the Letter of Credit Sublimit, (ii) the Dollar Equivalent Amount of the Total Revolving Credit Exposure and Competitive Bid Loans then outstanding shall not exceed the Total Revolving Credit Commitment (either as in effect on the date of such issuance or Modification or, if the Revolving Credit Maturity Date has been extended pursuant to Section 4.01 and the expiration of such Letter of Credit (as Modified, if applicable) would occur after the Revolving Credit Maturity Date without giving effect to such extension, as the Total Revolving Credit Commitment is scheduled to be in effect immediately following the expiry other Subsidiaries of the Commitment of any Lender which is a Nonextending Lender relative to such extensionCompany), (iii) the Dollar Equivalent Amount of the Issuer Exposure of the applicable Issuer shall not exceed the Dollar Equivalent Amount of its Issuer Commitment and (iv) the Dollar Equivalent Amount of the Revolving Credit Exposure of any Lender shall not exceed the Dollar Equivalent Amount of the Revolving Credit Committed Amount of such Lender. Each Letter of Credit shall be denominated in a Designated Currency and shall be in a form satisfactory to the Issuer. No Letter of Credit shall have an expiry date later than will be issued, increased or extended (i) if such issuance, increase or extension would cause the fifth Business Day prior to the Revolving Credit Maturity Date (such day, the “Letter of Credit Maturity Date”). Notwithstanding Exposure to exceed the foregoing, no Issuer shall be under any obligation lesser of (a) $125,000,000 or (b) an amount equal to issue any Letter the remainder of Credit if any order, judgment (1) the lesser of the Borrowing Base or decree the aggregate Commitments minus (2) the aggregate outstanding principal amount of any Governmental Authority or other regulatory body with jurisdiction over the Revolving Advances and Swingline Advances at such Issuer shall purport by its terms to enjoin or restrain such Issuer from issuing such Letter of Credit, or any law or governmental rule, regulation, policy, guideline or directive time; (whether or not having the force of lawii) from any governmental authority or other regulatory body with jurisdiction over such Issuer shall prohibit, or request that such Issuer refrain from, the issuance of unless such Letter of Credit in particular has an Expiration Date not later than the earlier of (A) one year after the date of issuance thereof or shall impose upon (B) five days before the Maturity Date; (iii) unless such Issuer with respect to any Letter of Credit is in form and substance acceptable to the respective Issuing Bank in its sole discretion; (iv) unless such Letter of Credit is a standby letter of credit not supporting the repayment of indebtedness for borrowed money of any restriction or reserve or capital requirement Person, other than a Letter of Credit issued in substitution of any letter of credit outstanding on the Effective Date and listed on Schedule 1.1(b); (v) unless the Borrower requesting such Letter of Credit has delivered to the respective Issuing Bank a completed and executed letter of credit application on such Issuing Bank's standard form, which shall contain terms no more restrictive than the terms of this Agreement; and (vi) unless such Letter of Credit is governed by the Uniform Customs and Practice for which such Issuer is not otherwise compensatedDocumentary Credits (1993 Revision), International Chamber of Commerce Publication No. 500 ("UCP") or any unreimbursed losssuccessor to the UCP. If the terms of any letter of credit application referred to in the foregoing clause (v) conflicts with the terms of this Agreement, cost or expense which was not applicable, in effect and known to such Issuer as of the date terms of this Agreement and which such Issuer in good ▇▇▇▇▇ ▇▇▇▇▇ material to itshall control.
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Issuance. Each LC Issuer hereby agrees, on the terms and conditions set forth in this Agreement, to issue Letters standby letters of Credit credit denominated in U.S. dollars (each, a “Facility LC”) and to renew, extend, increase, decrease or otherwise modify Letters of Credit each Facility LC (“Modify,” and each such action a “Modification”), from time to time from and including the date of this Agreement Closing Date and prior to the Letter of Credit Maturity Termination Date upon the request of the Parent and for the account of any BorrowerCompany; provided provided, however, that a Letter of Credit in no event shall be issued or Modified only if (and upon each issuance or Modification the Relevant Borrower shall be deemed to represent and warrant that) before and after giving effect to such issuance or Modification (i) immediately after each such Facility LC is issued or Modified, the LC Aggregate Outstanding Credit Exposure shall not exceed the Letter of Credit SublimitAvailable Aggregate Commitment, (ii) immediately after each such Facility LC is issued or Modified, the Dollar Equivalent Amount amount of the Total Revolving Credit Exposure and Competitive Bid Loans then outstanding shall not LC Obligations exceed the Total Revolving Credit Commitment (either as in effect on the date of such issuance or Modification or, if the Revolving Credit Maturity Date has been extended pursuant to Section 4.01 and the expiration of such Letter of Credit (as Modified, if applicable) would occur after the Revolving Credit Maturity Date without giving effect to such extension, as the Total Revolving Credit Commitment is scheduled to be in effect immediately following the expiry of the Commitment of any Lender which is a Nonextending Lender relative to such extension)$50,000,000, (iii) immediately after each such Facility LC is issued or Modified, the Dollar Equivalent Amount LC Obligations in respect of the all Facility LCs issued by any LC Issuer Exposure exceed (x) $50,000,000, with respect to each of the applicable Issuer shall not exceed the Dollar Equivalent Amount of its Issuer Commitment Barclays Bank PLC, JPMorgan Chase Bank, N.A. and Union Bank, N.A. and (y) $2,697,431, with respect to ▇▇▇▇▇ Fargo Bank, National Association and (iv) the Dollar Equivalent Amount of the Revolving Credit Exposure of any Lender shall not exceed the Dollar Equivalent Amount of the Revolving Credit Committed Amount of such Lender. Each Letter of Credit shall a Facility LC (x) be denominated in a Designated Currency and shall be in a form satisfactory issued later than 30 days prior to the Issuer. No Letter of Credit shall scheduled Termination Date, (y) have an expiry date later than the earlier of (1) the date one year after the date of the issuance of such Facility LC (or, in the case of any renewal or extension thereof, one year after such renewal or extension and provided that such Facility LC may contain customary “evergreen” provisions pursuant to which the expiry date is automatically extended by a specific time period unless such LC Issuer gives notice to the beneficiary of such Facility LC at least a specified time period prior to the expiry date then in effect) and (2) the fifth Business Day prior to the Revolving Credit Maturity scheduled Termination Date or (such day, the “Letter of Credit Maturity Date”)z) provide for time drafts. Notwithstanding the foregoing, no Issuer the letters of credit identified on Schedule 3.1 (the “Existing LCs”) shall be under any obligation deemed to issue any Letter of Credit if any order, judgment or decree of any Governmental Authority or other regulatory body with jurisdiction over such Issuer shall purport by its terms to enjoin or restrain such Issuer from issuing such Letter of Credit, or any law or governmental rule, regulation, policy, guideline or directive (whether or not having be “Facility LCs” issued on the force of law) from any governmental authority or other regulatory body with jurisdiction over such Issuer shall prohibit, or request that such Issuer refrain from, the issuance of such Letter of Credit in particular or shall impose upon such Issuer with respect to any Letter of Credit any restriction or reserve or capital requirement (Closing Date for which such Issuer is not otherwise compensated) or any unreimbursed loss, cost or expense which was not applicable, in effect and known to such Issuer as all purposes of the date of this Agreement and which such Issuer in good ▇▇▇▇▇ ▇▇▇▇▇ material to itCredit Documents.
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Issuance. Each Issuer hereby agrees, on Subject to the terms and conditions set forth in this Agreementhereof and of the LOC Documents, if any, and any other terms and conditions which Lender may reasonably require, prior to the Maturity Date Lender shall issue Letters of Credit and to renew, extend, increase, decrease or otherwise modify Letters for the account of Credit (“Modify,” and each such action a “Modification”), Borrower from time to time from and including the date of this Agreement and prior upon request by Borrower in a form reasonably acceptable to the Letter of Credit Maturity Date upon the request of the Parent and for the account of any BorrowerLender; provided provided, however, that a Letter of Credit shall be issued or Modified only if (and upon each issuance or Modification the Relevant Borrower shall be deemed to represent and warrant that) before and after giving effect to such issuance or Modification (i) either (A) if the LC Exposure Accordion Facility has not been Activated, the sum of outstanding Revolving Advances plus outstanding LOC Obligations shall not at any time exceed the Letter Revolving Committed Amount or (B) if the Accordion Facility has been activated, the sum of Credit Sublimitoutstanding Revolving Advances, plus outstanding Accordion Advances, plus outstanding LOC Obligations shall not at any time exceed the aggregate of the Revolving Committed Amount plus the then applicable Effective Accordion Note Amount, (ii) the Dollar Equivalent Amount of the Total Revolving Credit Exposure and Competitive Bid Loans then outstanding shall not exceed the Total Revolving Credit Commitment (either as in effect on the date of such issuance or Modification or, if the Revolving Credit Maturity Date has been extended pursuant to Section 4.01 and the expiration of such Letter of Credit (as Modified, if applicable) would occur after the Revolving Credit Maturity Date without giving effect to such extension, as the Total Revolving Credit Commitment is scheduled to be in effect immediately following the expiry of the Commitment of any Lender which is a Nonextending Lender relative to such extension), (iii) the Dollar Equivalent Amount of the Issuer Exposure of the applicable Issuer shall not exceed the Dollar Equivalent Amount of its Issuer Commitment and (iv) the Dollar Equivalent Amount of the Revolving Credit Exposure of any Lender shall not exceed the Dollar Equivalent Amount of the Revolving Credit Committed Amount of such Lender. Each Letter all Letters of Credit shall be denominated in a Designated Currency U.S. Dollars and (iii) Letters of Credit shall be in a form satisfactory to the Issuerissued for lawful corporate. No Letter of Credit shall have an original expiry date later more than one year from the fifth Business Day prior date of issuance, unless otherwise agreed to by Lender; provided, however, so long as no Default or Event of Default has occurred and is continuing and subject to the Revolving other terms and conditions to the issuance of Letters of Credit Maturity Date (such dayhereunder, the “expiry dates of Letters of Credit may be extended annually or periodically from time to time on the request of Borrower or by operation of the terms of the applicable Letter of Credit Maturity Date”). Notwithstanding to a date not more than one year from the foregoingdate of extension; provided, further, that no Issuer shall be under any obligation to issue any Letter of Credit if any order, judgment or decree of any Governmental Authority or other regulatory body with jurisdiction over such Issuer shall purport by its terms to enjoin or restrain such Issuer from issuing such Letter of Credit, as originally issued or any law or governmental ruleas extended, regulation, policy, guideline or directive shall have an expiry date extending beyond the date that is one (whether or not having 1) year after the force of law) from any governmental authority or other regulatory body with jurisdiction over such Issuer shall prohibit, or request that such Issuer refrain from, the issuance of such Maturity Date. Each Letter of Credit in particular or shall impose upon such Issuer comply with respect to any the related LOC Documents. The issuance and expiry date of each Letter of Credit any restriction or reserve or capital requirement (for which such Issuer is not otherwise compensated) or any unreimbursed loss, cost or expense which was not applicable, shall be a Business Day. Borrower’s Reimbursement Obligations in effect respect of each Existing Letter of Credit and known to such Issuer as new Letter of Credit shall be governed by the date terms of this Agreement and which such Issuer in good ▇▇▇▇▇ ▇▇▇▇▇ material to it.Credit Agreement
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Sources: Credit and Security Agreement (Sun Hydraulics Corp)