L/C Commitment. (a) As of the Closing Date, the existing letters of credit set forth on Schedule 5.1 shall be deemed Letters of Credit hereunder. Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the other Lenders set forth in Section 5.4(a), agrees to issue new letters of credit (“Letters of Credit”) for the account of any Borrower requesting the same and for the benefit of such Borrower or any Subsidiary of such Borrower on any Business Day from the Closing Date until the date that is ten Business Days prior to the Maturity Date in such form as may be approved from time to time by such Issuing Lender; provided that such Issuing Lender shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment (ii) the aggregate amount of the Utilized Revolving Commitments would be greater than the Revolving Loan Commitments or (iii) the Utilized Revolving Commitments of such Borrower would exceed such Borrower’s Sublimit. Each Letter of Credit shall (i) be denominated in Dollars, (ii) have a face amount of at least $100,000 (unless otherwise agreed by the applicable Issuing Lender) and expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to the Maturity Date; provided, that, if one or more Letters of Credit shall at any time have an expiry date that is later than the Maturity Date, the relevant Borrower shall, not later than (i) five days preceding the Maturity Date, cash collateralize in accordance with Section 5.9, on terms and conditions satisfactory to the Administrative Agent and Issuing Lenders, an amount equal to the L/C Obligations with respect to such Letters of Credit, if the relevant Borrower’s Rating in effect is at least BBB- as published by S&P, is at least Baa3 as published by ▇▇▇▇▇’▇ and is at least BBB- as published by Fitch or (ii) fifteen days preceding the Maturity Date, cash collateralize in accordance with Section 5.9, on terms and conditions reasonably satisfactory to the Administrative Agent and Issuing Lenders, an amount equal to the L/C Obligations with respect to such Letters of Credit if the relevant Borrower’s Rating in effect is lower than BBB- as published by S&P, is lower than Baa3 as published by ▇▇▇▇▇’▇ or is lower than BBB- as published by Fitch; provided, further, that the obligations under this Section 5 in respect of such Letters of Credit of (i) the relevant Borrower shall survive the Maturity Date and shall remain in effect until no Letters of Credit for such Borrower remain outstanding and (ii) each Lender shall be reinstated, to the extent any such cash collateral, the application thereof or reimbursement in respect thereof is required to be returned to the relevant Borrower by an Issuing Lender after the Maturity Date. Amounts held in such cash collateral account shall be held and applied by the Administrative Agent in the manner and for the purposes set forth in Section 10.2(c). (b) No Issuing Lender shall at any time be obligated to issue any Letter of Credit if such issuance would conflict with, or cause such Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable requirement of law. (c) Each Issuing Lender’s share of the aggregate L/C Commitment (so determined) shall not exceed the amount that such Issuing Lender has agreed shall be its “Maximum L/C Commitment”. Each Issuing Lender listed in Schedule 1.1 hereby agrees that its “Maximum L/C Commitment” shall be the amount set forth opposite the name of such Issuing Lender in Schedule 1.1. The “Maximum L/C Commitment” of any Issuing Lender that becomes an Issuing Lender after the date hereof pursuant to the definition of the “Issuing Lender” shall be the amount specified by the Lead Arrangers in consultation with and satisfactory to the Borrowers and such Issuing Lender. In no event shall any Issuing Lender be obligated to increase its “Maximum L/C Commitment” upon any Commitment Increase pursuant to Section 2.6. Concurrently with any reduction of the Revolving Loan Commitments pursuant to Section 2.5, the “Maximum L/C Commitment” of each Issuing Lender shall be automatically reduced pro rata.
Appears in 1 contract
Sources: Revolving Credit Agreement (Dominion Resources Inc /Va/)
L/C Commitment. (a) As of the Closing Date, the existing letters of credit set forth on Schedule 5.1 shall be deemed Letters of Credit hereunder. Subject to the terms and conditions hereof, each the Issuing LenderBank, in reliance on the agreements of the other Lenders set forth in Section 5.4(asubsection 3.3(a), agrees to issue new letters of credit (“together with the Existing Letters of Credit”, "LETTERS OF CREDIT") for the account of any Borrower requesting the same and for the benefit of such Borrower or any Subsidiary of such Borrower on any Business Day from during the Closing Date until the date that is ten Business Days prior to the Maturity Date Revolving Credit Commitment Period in such form as may be approved from time to time by such the Issuing LenderBank; provided that such the Issuing Lender Bank shall have no obligation to not issue any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment $15,000,000 or (ii) the aggregate amount Available Revolving Credit Commitments of the Utilized Revolving Commitments all Lenders would be greater less than the Revolving Loan Commitments or zero.
(iiib) the Utilized Revolving Commitments of such Borrower would exceed such Borrower’s Sublimit. Each Letter of Credit shall shall:
(i) be denominated in Dollars, (ii) have be in a face minimum amount of at least $100,000 20,000 and shall be either (unless otherwise agreed x) a standby letter of credit issued to support obligations of the Borrower and its Subsidiaries, contingent or otherwise, not prohibited hereunder (a "STANDBY LETTER OF CREDIT"), or (y) a commercial letter of credit issued in respect of the purchase of good or services by the applicable Issuing LenderBorrower and its Subsidiaries in the ordinary course of business (a "COMMERCIAL LETTER OF CREDIT"); and
(ii) and expire no later than the earlier of (x) 180 days after its issuance (or, 365 days in the first anniversary case of its date a Standby Letter of issuance Credit), and (y) the date fifth business day prior to the Revolving Credit Termination Date; PROVIDED that is five the immediately preceding clause (x) shall not prevent the Issuing Bank from agreeing that a Letter of Credit will automatically be extended for one or more successive periods not to exceed one year each unless the Issuing Bank elects not to extend for any such additional period; PROVIDED FURTHER that the Issuing Bank shall deliver a written notice to the Administrative Agent setting forth the last day on which the Issuing Bank may give notice that it will not extend such Standby Letter of Credit (the "NOTIFICATION DATE") at least ten Business Days prior to the Maturity such Notification Date; providedand PROVIDED FURTHER that the Issuing Bank shall give notice that it will not extend such Standby Letter of Credit if has knowledge that an Event of Default has occurred and is continuing on such Notification Date, that, if one or more Letters unless such Event of Default has been waived in accordance with subsection 13.1.
(c) Each Letter of Credit shall at any time have an expiry date that is later than the Maturity Date, the relevant Borrower shall, not later than (i) five days preceding the Maturity Date, cash collateralize in accordance with Section 5.9, on terms and conditions satisfactory be subject to the Administrative Agent and Issuing Lenders, an amount equal to the L/C Obligations with respect to such Letters of Credit, if the relevant Borrower’s Rating in effect is at least BBB- as published by S&P, is at least Baa3 as published by ▇▇▇▇▇’▇ and is at least BBB- as published by Fitch or (ii) fifteen days preceding the Maturity Date, cash collateralize in accordance with Section 5.9, on terms and conditions reasonably satisfactory to the Administrative Agent and Issuing Lenders, an amount equal to the L/C Obligations with respect to such Letters of Credit if the relevant Borrower’s Rating in effect is lower than BBB- as published by S&P, is lower than Baa3 as published by ▇▇▇▇▇’▇ or is lower than BBB- as published by Fitch; provided, further, that the obligations under this Section 5 in respect of such Letters of Credit of (i) the relevant Borrower shall survive the Maturity Date and shall remain in effect until no Letters of Credit for such Borrower remain outstanding and (ii) each Lender shall be reinstatedUniform Customs and, to the extent any such cash collateralnot inconsistent therewith, the application thereof or reimbursement in respect thereof is required to be returned to laws of the relevant Borrower by an Issuing Lender after the Maturity Date. Amounts held in such cash collateral account shall be held and applied by the Administrative Agent in the manner and for the purposes set forth in Section 10.2(c)State of New York.
(bd) No The Issuing Lender Bank shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause such the Issuing Lender Bank or any L/C Participant to exceed any limits imposed by, any applicable requirement Requirement of lawLaw.
(c) Each Issuing Lender’s share of the aggregate L/C Commitment (so determined) shall not exceed the amount that such Issuing Lender has agreed shall be its “Maximum L/C Commitment”. Each Issuing Lender listed in Schedule 1.1 hereby agrees that its “Maximum L/C Commitment” shall be the amount set forth opposite the name of such Issuing Lender in Schedule 1.1. The “Maximum L/C Commitment” of any Issuing Lender that becomes an Issuing Lender after the date hereof pursuant to the definition of the “Issuing Lender” shall be the amount specified by the Lead Arrangers in consultation with and satisfactory to the Borrowers and such Issuing Lender. In no event shall any Issuing Lender be obligated to increase its “Maximum L/C Commitment” upon any Commitment Increase pursuant to Section 2.6. Concurrently with any reduction of the Revolving Loan Commitments pursuant to Section 2.5, the “Maximum L/C Commitment” of each Issuing Lender shall be automatically reduced pro rata.
Appears in 1 contract
L/C Commitment. (a) As of Prior to the Closing Date, the existing letters Existing Issuing Lender has issued the Existing Letters of credit set forth on Schedule 5.1 Credit which, from and after the Closing Date, shall be deemed constitute Letters of Credit hereunder. Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the other Revolving Credit Lenders set forth in Section 5.4(a3.4(a), agrees to issue new letters of credit (the letters of credit issued on and after the Closing Date pursuant to this Section 3, together with the Existing Letters of Credit, collectively, the “Letters of Credit”) for the account of any Borrower requesting the same and for the benefit of such Borrower or any Subsidiary of such Borrower on any Business Day from during the Closing Date until the date that is ten Business Days prior to the Maturity Date Revolving Credit Commitment Period in such form as may be approved from time to time by such Issuing Lender; provided provided, that such no Issuing Lender shall have no any obligation to issue any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment (ii) the aggregate amount of the Utilized Available Revolving Credit Commitments at such time would be greater less than the Revolving Loan Commitments or (iii) the Utilized Revolving Commitments of such Borrower would exceed such Borrower’s Sublimitzero. Each Letter of Credit shall (i) be denominated in Dollars, Dollars or in euro and (ii) have a face amount except as otherwise provided in Annex B with respect to certain Existing Letters of at least $100,000 (unless otherwise agreed by the applicable Issuing Lender) and Credit, expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that which is five Business Days prior to the Maturity Scheduled Revolving Credit Termination Date; provided, that, if one or more Letters of Credit shall at any time have an expiry date provided that is later than the Maturity Date, the relevant Borrower shall, not later than (i) five days preceding the Maturity Date, cash collateralize in accordance with Section 5.9, on terms and conditions satisfactory to the Administrative Agent and Issuing Lenders, an amount equal to the L/C Obligations with respect to such Letters of Credit, if the relevant Borrower’s Rating in effect is at least BBB- as published by S&P, is at least Baa3 as published by ▇▇▇▇▇’▇ and is at least BBB- as published by Fitch or (ii) fifteen days preceding the Maturity Date, cash collateralize in accordance with Section 5.9, on terms and conditions reasonably satisfactory to the Administrative Agent and Issuing Lenders, an amount equal to the L/C Obligations with respect to such Letters any Letter of Credit if with a one-year term may provide for the relevant Borrower’s Rating renewal thereof for additional one-year periods (which shall in effect is lower than BBB- as published by S&Pno event extend beyond the date referred to in clause (y) above), is lower than Baa3 as published by ▇▇▇▇▇’▇ or is lower than BBB- as published by Fitch; provided, further, that the obligations under this Section 5 in respect of such Letters of Credit of (i) the relevant Borrower shall survive the Maturity Date and shall remain in effect until no Letters of Credit for such Borrower remain outstanding and (ii) each Lender shall be reinstated, to the extent any such cash collateral, the application thereof or reimbursement in respect thereof is required to be returned to the relevant Borrower by an Issuing Lender after the Maturity Date. Amounts held in such cash collateral account shall be held and applied by the Administrative Agent in the manner and for the purposes set forth in Section 10.2(c).
(b) No Issuing Lender shall at any time be obligated to issue any Letter of Credit if such issuance would conflict with, or cause such Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable requirement of law.
(c) Each Issuing Lender’s share of the aggregate L/C Commitment (so determined) shall not exceed the amount that such Issuing Lender has agreed shall be its “Maximum L/C Commitment”. Each Issuing Lender listed in Schedule 1.1 hereby agrees that its “Maximum L/C Commitment” shall be the amount set forth opposite the name of such Issuing Lender in Schedule 1.1. The “Maximum L/C Commitment” of any Issuing Lender that becomes an Issuing Lender after the date hereof pursuant to the definition of the “Issuing Lender” shall be the amount specified by the Lead Arrangers in consultation with and satisfactory to the Borrowers and such Issuing Lender. In no event shall any Issuing Lender be obligated to increase its “Maximum L/C Commitment” upon any Commitment Increase pursuant to Section 2.6. Concurrently with any reduction of the Revolving Loan Commitments pursuant to Section 2.5, the “Maximum L/C Commitment” of each Issuing Lender shall be automatically reduced pro rataunder any obligation to issue a Letter of Credit (Euro) if the obligation of any Lender to make Revolving Credit Euro Loans is suspended at such time pursuant to Section 2.17 or Section 2.22.
Appears in 1 contract
Sources: Credit Agreement (Tronox Inc)
L/C Commitment. (a) As of the Closing Date, the existing letters of credit set forth on Schedule 5.1 shall be deemed Letters of Credit hereunder. Subject to the terms and conditions hereof, each the Issuing Lender, in reliance on the agreements of the other Lenders set forth in Section 5.4(a3.4(a), agrees to issue new letters of credit (“Letters of Credit”) Credit for the account of any Borrower requesting the same and for the benefit of such Borrower or any Subsidiary of such US Borrower on any Business Day from the Closing Date until the date that is ten Business Days prior to through but not including the Maturity Date in such form as may be approved from time to time by such the Issuing Lender; provided provided, that such the Issuing Lender shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, based upon the Dollar Amount of all outstanding Loans and L/C Obligations, the aggregate amount of all outstanding L/C Obligations would exceed the lesser of (i) the L/C Obligations would exceed the L/C Commitment or (ii) the Aggregate Commitment less the aggregate principal amount of the Utilized Revolving Commitments would be greater than the Revolving Loan Commitments or (iii) the Utilized Revolving Commitments of such Borrower would exceed such Borrower’s Sublimitall outstanding Loans. Each Letter of Credit (other than the Existing Letters of Credit) shall (i) be denominated in DollarsDollars in a minimum amount of $30,000 or a lesser amount acceptable to the Issuing Lender, (ii) have be a face amount standby letter of at least $100,000 credit issued to support obligations of the US Borrower or any of its Subsidiaries, contingent or otherwise, incurred in the ordinary course of business, (unless otherwise agreed by the applicable Issuing Lenderiii) and expire on a date no later than the earlier of (xA) the first anniversary of its date of issuance and five (y5) the date that is five Business Days prior to the Maturity Date and (B) one year after its date of issuance, and (iv) be subject to the Uniform Customs and/or ISP98, as set forth in the Letter of Credit Application or as determined by the Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of North Carolina. As of the Closing Date; provided, that, if one or more each of the Existing Letters of Credit shall at any time have an expiry date that is later than constitute, for all purposes of this Agreement and the Maturity Dateother Loan Documents, the relevant Borrower shall, not later than (i) five days preceding the Maturity Date, cash collateralize in accordance with Section 5.9, on terms and conditions satisfactory to the Administrative Agent and Issuing Lenders, an amount equal to the L/C Obligations with respect to such Letters of Credit, if the relevant Borrower’s Rating in effect is at least BBB- as published by S&P, is at least Baa3 as published by ▇▇▇▇▇’▇ and is at least BBB- as published by Fitch or (ii) fifteen days preceding the Maturity Date, cash collateralize in accordance with Section 5.9, on terms and conditions reasonably satisfactory to the Administrative Agent and Issuing Lenders, an amount equal to the L/C Obligations with respect to such Letters a Letter of Credit if the relevant Borrower’s Rating in effect is lower than BBB- as published by S&P, is lower than Baa3 as published by ▇▇▇▇▇’▇ or is lower than BBB- as published by Fitch; provided, further, that the obligations under this Section 5 in respect of such Letters of Credit of (i) the relevant Borrower shall survive the Maturity Date issued and shall remain in effect until no Letters of Credit for such Borrower remain outstanding and (ii) each Lender shall be reinstated, to the extent any such cash collateral, the application thereof or reimbursement in respect thereof is required to be returned to the relevant Borrower by an Issuing Lender after the Maturity Datehereunder. Amounts held in such cash collateral account shall be held and applied by the Administrative Agent in the manner and for the purposes set forth in Section 10.2(c).
(b) No The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause such the Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable requirement Applicable Law. References herein to “issue” and derivations thereof with respect to Letters of law.
(c) Each Issuing Lender’s share of the aggregate L/C Commitment (so determined) Credit shall not exceed the amount that such Issuing Lender has agreed shall be its “Maximum L/C Commitment”. Each Issuing Lender listed in Schedule 1.1 hereby agrees that its “Maximum L/C Commitment” shall be the amount set forth opposite the name of such Issuing Lender in Schedule 1.1. The “Maximum L/C Commitment” also include extensions or modifications of any Issuing Lender that becomes an Issuing Lender after existing Letters of Credit, unless the date hereof pursuant to the definition of the “Issuing Lender” shall be the amount specified by the Lead Arrangers in consultation with and satisfactory to the Borrowers and such Issuing Lender. In no event shall any Issuing Lender be obligated to increase its “Maximum L/C Commitment” upon any Commitment Increase pursuant to Section 2.6. Concurrently with any reduction of the Revolving Loan Commitments pursuant to Section 2.5, the “Maximum L/C Commitment” of each Issuing Lender shall be automatically reduced pro ratacontext otherwise requires.
Appears in 1 contract
Sources: Credit Agreement (SCP Pool Corp)
L/C Commitment. (a) As of the Closing Date, the existing letters of credit set forth on Schedule 5.1 shall be deemed Letters of Credit hereunder. Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the other Lenders set forth in Section 5.4(asubsection 3.4(a), Chase, as an Issuing Bank, agrees to continue to hold outstanding Existing Letters of Credit issued prior to the date hereof and originally for the account of one of the borrowers party to the Existing Credit Agreement and each Issuing Bank agrees to issue new letters of credit (“collectively, whether Existing Letters of Credit or letters of credit to be issued pursuant to the terms hereof, "Letters of Credit”") for the account of any Borrower requesting the same and for the benefit of such Borrower or any Subsidiary of such Borrower on any Business Day from during the Closing Date until the date that is ten Business Days prior to the Maturity Date Revolving Credit Commitment Period in such form as may be approved from time to time by such Issuing LenderBank; provided that such Issuing Lender Bank shall not, and shall have no obligation to to, issue any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment or (ii) the aggregate amount Available Revolving Credit Commitment of all the Utilized Revolving Commitments Lenders would be greater less than the Revolving Loan Commitments or (iii) the Utilized Revolving Commitments of such Borrower would exceed such Borrower’s Sublimitzero. Each Letter of Credit shall (i) be denominated in DollarsDollars or in a Foreign Currency, provided that the aggregate face amount of all Letters of Credit denominated in such Foreign Currencies (as determined at the time of issuance of any Letter of Credit) shall not exceed $20,000,000, and shall be either (x) a standby letter of credit issued to support obligations of the Borrower or its Subsidiaries, contingent or otherwise for general corporate needs (a "Standby Letter of Credit"), or (y) a documentary letter of credit in respect of the purchase of goods or services by the Borrower or its Subsidiaries in the ordinary course of business (a "Commercial Letter of Credit") and (ii) have a face amount of at least $100,000 (unless otherwise agreed by the applicable Issuing Lender) and expire no later than the earlier of (x) one year from the first anniversary of its date of issuance and thereof or (y) the date that is five Business Days business days prior to the Maturity Termination Date; provided, that, if one or more Letters provided that any Letter of Credit with a one-year tenor may provide for the renewal thereof for additional one-year periods, which shall at any time have an expiry in no event extend beyond the date that is later than the Maturity Date, the relevant Borrower shall, not later than (i) five days preceding the Maturity Date, cash collateralize referred to in accordance with Section 5.9, on terms and conditions satisfactory to the Administrative Agent and Issuing Lenders, an amount equal to the L/C Obligations with respect to such Letters of Credit, if the relevant Borrower’s Rating in effect is at least BBB- as published by S&P, is at least Baa3 as published by ▇▇▇▇▇’▇ and is at least BBB- as published by Fitch or clause (ii) fifteen days preceding the Maturity Date, cash collateralize in accordance with Section 5.9, on terms and conditions reasonably satisfactory to the Administrative Agent and Issuing Lenders, an amount equal to the L/C Obligations with respect to such Letters of Credit if the relevant Borrower’s Rating in effect is lower than BBB- as published by S&P, is lower than Baa3 as published by ▇▇▇▇▇’▇ or is lower than BBB- as published by Fitch; provided, further, that the obligations under this Section 5 in respect of such Letters of Credit of (i) the relevant Borrower shall survive the Maturity Date and shall remain in effect until no Letters of Credit for such Borrower remain outstanding and (ii) each Lender shall be reinstated, to the extent any such cash collateral, the application thereof or reimbursement in respect thereof is required to be returned to the relevant Borrower by an Issuing Lender after the Maturity Date. Amounts held in such cash collateral account shall be held and applied by the Administrative Agent in the manner and for the purposes set forth in Section 10.2(c)above.
(b) Each Letter of Credit shall be subject to the Uniform Customs and, to the extent not inconsistent therewith, the laws of the State of New York.
(c) No Issuing Lender Bank shall at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause such Issuing Lender Bank or any L/C Participant to exceed any limits imposed by, any applicable requirement Requirement of lawLaw.
(c) Each Issuing Lender’s share of the aggregate L/C Commitment (so determined) shall not exceed the amount that such Issuing Lender has agreed shall be its “Maximum L/C Commitment”. Each Issuing Lender listed in Schedule 1.1 hereby agrees that its “Maximum L/C Commitment” shall be the amount set forth opposite the name of such Issuing Lender in Schedule 1.1. The “Maximum L/C Commitment” of any Issuing Lender that becomes an Issuing Lender after the date hereof pursuant to the definition of the “Issuing Lender” shall be the amount specified by the Lead Arrangers in consultation with and satisfactory to the Borrowers and such Issuing Lender. In no event shall any Issuing Lender be obligated to increase its “Maximum L/C Commitment” upon any Commitment Increase pursuant to Section 2.6. Concurrently with any reduction of the Revolving Loan Commitments pursuant to Section 2.5, the “Maximum L/C Commitment” of each Issuing Lender shall be automatically reduced pro rata.
Appears in 1 contract
L/C Commitment. (a) As of the Closing Date, the existing letters of credit set forth on Schedule 5.1 shall be deemed Letters of Credit hereunder. Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the other Lenders set forth in Section 5.4(a), Bank agrees to issue new letters of credit (“Letters of Credit”) for the account of any Borrower requesting the same and for the benefit of such Borrower or any Subsidiary of such Specified Borrower on any Business Day from during the Closing Date until the date that is ten Business Days prior to the Maturity Date Revolving Commitment Period in such form as may shall be approved from time reasonably acceptable to time by such Issuing LenderBank; provided provided, that such Issuing Lender shall have no obligation to issue any Letter of Credit shall be issued if, after giving effect to such issuance, thereto (i) the L/C Obligations aggregate amount of the Exposure of all the Banks would exceed the L/C Commitment aggregate amount of the Revolving Commitments, (ii) the aggregate amount of the Utilized Revolving Commitments Foreign Currency Exposure in respect of any Currency would be greater than exceed the Revolving Loan Commitments Foreign Currency Exposure Sublimit for such Currency or (iii) the Utilized Revolving Commitments aggregate amount of such Borrower the L/C Obligations would exceed such Borrower’s Sublimit. $100,000,000.
(a) Each Letter of Credit shall shall:
(i) be denominated in DollarsDollars or an Available Foreign Currency and shall be either (A) a standby letter of credit issued to support obligations of a Specified Borrower, contingent or otherwise, to provide credit support for workers’ compensation, other insurance programs and other lawful corporate purposes (a “Standby Letter of Credit”) or (B) a commercial letter of credit issued in respect of the purchase of goods and services in the ordinary course of business of the Company and its Subsidiaries (a “Commercial Letter of Credit”; together with the Standby Letters of Credit, the “Letters of Credit”) and,
(ii) have a face amount of at least $100,000 (unless otherwise agreed by the applicable Issuing Lender) and expire no later than the earlier of (x) the first anniversary of 365 days after its date of issuance and (y) the date that is five 5 Business Days prior to the Maturity Date; provided, that, if one or more Letters Revolving Termination Date although any such Letter of Credit shall at may be automatically extended for periods of one year from the current or any time have an expiry future expiration date that of the Letter of Credit (unless the Issuing Bank elects not to extend such Letter of Credit) and the extended maturity date is later than the Maturity Date, the relevant Borrower shall, not later than (i) five days preceding the Maturity Date, cash collateralize in accordance with Section 5.9, on terms and conditions satisfactory beyond 5 Business Days prior to the Administrative Agent and Issuing Lenders, an amount equal to the L/C Obligations with respect to such Letters of Credit, if the relevant Borrower’s Rating in effect is at least BBB- as published by S&P, is at least Baa3 as published by ▇▇▇▇▇’▇ and is at least BBB- as published by Fitch or (ii) fifteen days preceding the Maturity Revolving Termination Date, cash collateralize in accordance with Section 5.9, on terms and conditions reasonably satisfactory to the Administrative Agent and Issuing Lenders, an amount equal to the L/C Obligations with respect to such Letters of Credit if the relevant Borrower’s Rating in effect is lower than BBB- as published by S&P, is lower than Baa3 as published by ▇▇▇▇▇’▇ or is lower than BBB- as published by Fitch; provided, further, that the obligations under this Section 5 in respect of such Letters of Credit of (i) the relevant Borrower shall survive the Maturity Date and shall remain in effect until no Letters of Credit for such Borrower remain outstanding and (ii) each Lender shall be reinstated, to the extent any such cash collateral, the application thereof or reimbursement in respect thereof is required to be returned to the relevant Borrower by an Issuing Lender after the Maturity Date. Amounts held in such cash collateral account shall be held and applied by the Administrative Agent in the manner and for the purposes set forth in Section 10.2(c).
(b) Each Letter of Credit shall be subject to the Uniform Customs and, to the extent not inconsistent therewith, the laws of the State of New York or, if acceptable to the Required Banks and the relevant account party, the jurisdiction of the Issuing Office at which such Letter of Credit is issued.
(c) No Issuing Lender Bank shall at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause such Issuing Lender Bank or any L/C Participant Bank to exceed any limits imposed by, any applicable requirement of law.
(c) Each Issuing Lender’s share of the aggregate L/C Commitment (so determined) shall not exceed the amount that such Issuing Lender has agreed shall be its “Maximum L/C Commitment”. Each Issuing Lender listed in Schedule 1.1 hereby agrees that its “Maximum L/C Commitment” shall be the amount set forth opposite the name of such Issuing Lender in Schedule 1.1. The “Maximum L/C Commitment” of any Issuing Lender that becomes an Issuing Lender change after the date hereof pursuant to the definition in any applicable Requirement of the “Issuing Lender” shall be the amount specified by the Lead Arrangers in consultation with and satisfactory to the Borrowers and such Issuing Lender. In no event shall any Issuing Lender be obligated to increase its “Maximum L/C Commitment” upon any Commitment Increase pursuant to Section 2.6. Concurrently with any reduction of the Revolving Loan Commitments pursuant to Section 2.5, the “Maximum L/C Commitment” of each Issuing Lender shall be automatically reduced pro rataLaw.
Appears in 1 contract
L/C Commitment. (a) As of the Closing Date, the existing letters of credit set forth on Schedule 5.1 shall be deemed Letters of Credit hereunder. Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the other Revolving Credit Lenders set forth in Section 5.4(asubsection 3.4(a), agrees to continue under this Agreement for the account of the Parent Borrower the Existing Letters of Credit issued by it and to issue new letters of credit (the letters of credit issued on and after the Closing Date pursuant to this Section 3, together with the Existing Letters of Credit, collectively, the “Letters of Credit”) for the account of any Borrower requesting the same and for the benefit of such applicable Borrower or (if required by the applicable Issuing Lender, so long as a Borrower is a co-applicant and jointly and severally liable thereunder) any Restricted Subsidiary of such Borrower on any Business Day from during the Closing Date until Commitment Period but in no event later than the date that is ten Business Days fifth day prior to the Maturity Termination Date in such form as may be approved from time to time by such the Issuing Lender; provided that such Issuing Lender shall have no obligation to issue any Letter of Credit shall be issued if, after giving effect to such issuance, (i) the aggregate Extensions of Credit to the Borrowers would exceed the applicable limitations set forth in subsection 2.1, (ii) the L/C Obligations in respect of Letters of Credit would exceed the L/C Commitment (ii) the aggregate amount of the Utilized Revolving Commitments would be greater than the Revolving Loan Commitments $50.0 million or (iii) the Utilized Aggregate Outstanding Credit of all the Revolving Credit Lenders would exceed the Commitments of such Borrower would exceed such Borrower’s Sublimit. all the Revolving Credit Lenders then in effect.
(b) Each Letter of Credit shall (i) be denominated in Dollars, in an aggregate principal amount no less than $50,000 and shall be either (i) a standby letter of credit issued to support obligations of the Parent Borrower or any of its Restricted Subsidiaries, contingent or otherwise, which finance or otherwise arise in connection with the working capital and business needs of the Parent Borrower or its Restricted Subsidiaries, and for general corporate purposes, of the Parent Borrower or any of its Restricted Subsidiaries (a “Standby Letter of Credit”), or (ii) have a face amount commercial letter of at least $100,000 credit in respect of the purchase of goods or services by the Parent Borrower, or any of its Restricted Subsidiaries (a “Commercial L/C”), and unless otherwise agreed by the applicable Issuing LenderLender and, in the case of clause (B) and below, the Administrative Agent, expire no later than the earlier of (xA) the first anniversary of one year after its date of issuance and (yB) the date that is five fifth Business Days Day prior to the Maturity Termination Date; provided, provided that, if one or more Letters notwithstanding any extension of Credit shall at any time have an expiry date that is later than the Maturity DateTermination Date pursuant to subsection 2.8, the relevant Borrower shallunless otherwise agreed, not later than (i) five days preceding the Maturity Date, cash collateralize in accordance with Section 5.9, on terms and conditions satisfactory to the Administrative Agent and Issuing Lenders, an amount equal to the L/C Obligations with respect to such Letters of Credit, if the relevant Borrower’s Rating in effect is at least BBB- as published by S&P, is at least Baa3 as published by ▇▇▇▇▇’▇ and is at least BBB- as published by Fitch or (ii) fifteen days preceding the Maturity Date, cash collateralize in accordance with Section 5.9, on terms and conditions reasonably satisfactory to the Administrative Agent and Issuing Lenders, an amount equal to the L/C Obligations with respect to such Letters of Credit if the relevant Borrower’s Rating in effect is lower than BBB- as published by S&P, is lower than Baa3 as published by ▇▇▇▇▇’▇ or is lower than BBB- as published by Fitch; provided, further, that the obligations under this Section 5 in respect of such Letters of Credit of (i) the relevant Borrower shall survive the Maturity Date and shall remain in effect until no Letters of Credit for such Borrower remain outstanding and (ii) each Lender shall be reinstated, to the extent any such cash collateral, the application thereof or reimbursement in respect thereof is required to be returned to the relevant Borrower by an Issuing Lender after the Maturity Date. Amounts held in such cash collateral account shall be held and applied by the Administrative Agent in the manner and for the purposes set forth in Section 10.2(c).
(b) No Issuing Lender shall at any time be obligated to issue any a Letter of Credit if such issuance would conflict with, or cause such Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable requirement of lawthat expires beyond the non-extended Termination Date.
(c) Each Issuing Lender’s share of Notwithstanding anything to the aggregate contrary in subsection 3.1(b), if the Borrower Representative so requests in any L/C Commitment Request, the applicable Issuing Lender may, in its sole and absolute discretion, agree to issue a Letter of Credit that has automatic renewal provisions (so determinedeach, an “Auto-Renewal L/C”); provided that any such Auto-Renewal L/C must permit the applicable Issuing Lender to prevent any such renewal at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the applicable Issuing Lender, the applicable Borrower shall not exceed be required to make a specific request to such Issuing Lender for any such renewal. Once an Auto-Renewal L/C has been issued, the amount Lenders shall be deemed to have authorized (but may not require) the applicable Issuing Lender to permit the renewal of such Letter of Credit at any time to an extended expiry date not later than the earlier of (i) one year from the date of such renewal and (ii) the fifth Business Day prior to the Termination Date; provided that such Issuing Lender has agreed shall be its “Maximum L/C Commitment”. Each Issuing Lender listed in Schedule 1.1 hereby agrees that its “Maximum L/C Commitment” shall be the amount set forth opposite the name of not permit any such renewal if (x) such Issuing Lender has determined that it would have no obligation at such time to issue such Letter of Credit in Schedule 1.1. The “Maximum L/C Commitment” its renewed form under the terms hereof (by reason of any Issuing Lender the provisions of subsection 3.2(c) or otherwise), or (y) it has received notice on or before the day that becomes an Issuing Lender after is two Business Days before the date hereof which has been agreed upon pursuant to the definition proviso of the “Issuing Lender” shall be first sentence of this clause (c), (1) from the amount specified by Administrative Agent that any Lender directly affected thereby has elected not to permit such renewal or (2) from the Lead Arrangers in consultation with and satisfactory to the Borrowers and such Issuing Lender. In no event shall Administrative Agent, any Issuing Lender be obligated to increase its “Maximum L/C Commitment” upon any Commitment Increase pursuant to Section 2.6. Concurrently with any reduction or Borrower that one or more of the Revolving Loan Commitments pursuant to applicable conditions specified in Section 2.56 are not then satisfied, or that the “Maximum L/C Commitment” issuance of each such Letter of Credit would violate subsection 3.1.
(d) Each Letter of Credit issued by an Issuing Lender shall be automatically reduced pro ratadeemed to constitute a utilization of the Commitments, and shall be participated in (as more fully described in the following subsection 3.4) by the Lenders in accordance with their respective Commitment Percentages. All Letters of Credit issued hereunder shall be denominated in Dollars and shall be issued for the account of the applicable Borrower or (if required by the applicable Issuing Lender, so long as a Borrower is a co-applicant and jointly and severally liable thereunder) any Subsidiary.
(e) Unless otherwise agreed by the applicable Issuing Lender and the Parent Borrower, each Letter of Credit shall be governed by, and shall be construed in accordance with, the laws of the State of New York, and to the extent not prohibited by such laws, the ISP shall apply to each standby Letter of Credit and the Uniform Customs shall apply to each commercial Letter of Credit. The ISP shall not in any event apply to this Agreement. All Letters of Credit shall be issued on a sight basis only.
Appears in 1 contract
L/C Commitment. (a) As of Prior to the Closing Date, the existing letters Existing Issuing Lender has issued the Existing Letters of credit set forth on Schedule 5.1 Credit which, from and after the Closing Date, shall be deemed constitute Letters of Credit hereunder. Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the other Revolving Credit Lenders set forth in Section 5.4(a3.4(a), agrees to issue new letters of credit (“the letters of credit issued on and after the Closing Date pursuant to this Section 3, together with the Existing Letters of Credit”, collectively, the "Letters of Credit") for the account of any Borrower requesting the same and for the benefit of such Borrower or any Subsidiary of such Borrower on any Business Day from during the Closing Date until the date that is ten Business Days prior to the Maturity Date Revolving Credit Commitment Period in such form as may be approved from time to time by such Issuing Lender; provided provided, that such no Issuing Lender shall have no any obligation to issue any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment (ii) the aggregate amount of the Utilized Available Revolving Credit Commitments at such time would be greater less than the Revolving Loan Commitments or (iii) the Utilized Revolving Commitments of such Borrower would exceed such Borrower’s Sublimitzero. Each Letter of Credit shall (i) be denominated in Dollars, Dollars or in euro and (ii) have a face amount except as otherwise provided in Annex B with respect to certain Existing Letters of at least $100,000 (unless otherwise agreed by the applicable Issuing Lender) and Credit, expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that which is five Business Days prior to the Maturity Scheduled Revolving Credit Termination Date; provided, that, if one or more Letters of Credit shall at any time have an expiry date provided that is later than the Maturity Date, the relevant Borrower shall, not later than (i) five days preceding the Maturity Date, cash collateralize in accordance with Section 5.9, on terms and conditions satisfactory to the Administrative Agent and Issuing Lenders, an amount equal to the L/C Obligations with respect to such Letters of Credit, if the relevant Borrower’s Rating in effect is at least BBB- as published by S&P, is at least Baa3 as published by ▇▇▇▇▇’▇ and is at least BBB- as published by Fitch or (ii) fifteen days preceding the Maturity Date, cash collateralize in accordance with Section 5.9, on terms and conditions reasonably satisfactory to the Administrative Agent and Issuing Lenders, an amount equal to the L/C Obligations with respect to such Letters any Letter of Credit if with a one-year term may provide for the relevant Borrower’s Rating renewal thereof for additional one-year periods (which shall in effect is lower than BBB- as published by S&Pno event extend beyond the date referred to in clause (y) above), is lower than Baa3 as published by ▇▇▇▇▇’▇ or is lower than BBB- as published by Fitch; provided, further, that the obligations under this Section 5 in respect of such Letters of Credit of (i) the relevant Borrower shall survive the Maturity Date and shall remain in effect until no Letters of Credit for such Borrower remain outstanding and (ii) each Lender shall be reinstated, to the extent any such cash collateral, the application thereof or reimbursement in respect thereof is required to be returned to the relevant Borrower by an Issuing Lender after the Maturity Date. Amounts held in such cash collateral account shall be held and applied by the Administrative Agent in the manner and for the purposes set forth in Section 10.2(c).
(b) No Issuing Lender shall at any time be obligated to issue any Letter of Credit if such issuance would conflict with, or cause such Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable requirement of law.
(c) Each Issuing Lender’s share of the aggregate L/C Commitment (so determined) shall not exceed the amount that such Issuing Lender has agreed shall be its “Maximum L/C Commitment”. Each Issuing Lender listed in Schedule 1.1 hereby agrees that its “Maximum L/C Commitment” shall be the amount set forth opposite the name of such Issuing Lender in Schedule 1.1. The “Maximum L/C Commitment” of any Issuing Lender that becomes an Issuing Lender after the date hereof pursuant to the definition of the “Issuing Lender” shall be the amount specified by the Lead Arrangers in consultation with and satisfactory to the Borrowers and such Issuing Lender. In no event shall any Issuing Lender be obligated to increase its “Maximum L/C Commitment” upon any Commitment Increase pursuant to Section 2.6. Concurrently with any reduction of the Revolving Loan Commitments pursuant to Section 2.5, the “Maximum L/C Commitment” of each Issuing Lender shall be automatically reduced pro rataunder any obligation to issue a Letter of Credit (Euro) if the obligation of any Lender to make Revolving Credit Euro Loans is suspended at such time pursuant to Section 2.17 or Section 2.22.
Appears in 1 contract
Sources: Credit Agreement (Tronox Inc)
L/C Commitment. (ai) As of the Closing Date, the existing letters of credit set forth on Schedule 5.1 shall be deemed Letters of Credit hereunder. Subject to the terms and conditions hereof, each Issuing LenderBank, in reliance on the agreements of the other Lenders set forth in Section 5.4(asubsection 2.7(d)(i), agrees to issue new letters of credit (the “Letters of Credit”) for the account of any Borrower requesting the same and for the benefit of such Borrower or any Subsidiary of such its Restricted Subsidiaries (so long as the Borrower is a co-applicant and jointly and severally liable thereunder) on any Business Day from during the Closing Date until Initial Revolving Commitment Period but in no event later than the date that is ten Business Days 30th day prior to the Initial Revolving Maturity Date (unless otherwise agreed by the applicable Issuing Bank) in such form as may be approved from time to time by such Issuing LenderBank; provided that such no Issuing Lender Bank shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations in respect of Letters of Credit issued by such Issuing Bank would exceed its L/C Commitment Amount (unless such Issuing Bank agrees to do so in its sole discretion), (ii) the L/C Commitment (ii) the aggregate amount Obligations in respect of the Utilized Revolving Commitments all Letters of Credit issued hereunder would be greater than the Revolving Loan Commitments exceed $250.0 million or (iii) the Utilized Aggregate Outstanding Revolving Credit of all the Revolving Lenders would exceed the Revolving Commitments of such Borrower would exceed such Borrower’s Sublimitall the Revolving Lenders then in effect. Each Letter of Credit shall (i) be denominated in DollarsDollars and shall be either (A) a standby letter of credit issued to support obligations of the Borrower or any of its Restricted Subsidiaries, contingent or otherwise, which finance the working capital and business needs of the Borrower and its Subsidiaries incurred in the ordinary course of business (a “Standby Letter of Credit”) or (B) a commercial letter of credit in respect of the purchase of goods or services by the Borrower or any of its Restricted Subsidiaries in the ordinary course of business (a “Commercial Letter of Credit”), and (ii) have a face amount of at least $100,000 (unless otherwise agreed by the applicable Issuing LenderBank, mature not more than twelve months after the date of issuance (automatically renewable annually thereafter or for such longer period of time as may be agreed by the relevant Issuing Bank) and expire and, in any event, no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to the Initial Revolving Maturity Date; provided, that, if one Date (except to the extent cash collateralized or more Letters of Credit shall at any time have an expiry date that is later than the Maturity Date, backstopped pursuant to arrangements reasonably acceptable to the relevant Borrower shall, not later than (i) five days preceding Issuing Bank). If the Maturity Date, cash collateralize in accordance with Section 5.9, on terms and conditions satisfactory to the Administrative Agent and Issuing Lenders, an amount equal to the L/C Obligations with respect to such Letters of Credit, if the relevant Borrower’s Rating in effect Bank is at least BBB- as published by S&P, is at least Baa3 as published by ▇▇▇▇▇’▇▇ and is at least BBB- as published by Fitch or (ii) fifteen days preceding the Maturity Date, cash collateralize in accordance with Section 5.9, on terms and conditions reasonably satisfactory to the Administrative Agent and Issuing Lenders, an amount equal to the L/C Obligations with respect to such Letters of Credit if the relevant Borrower’s Rating in effect is lower than BBB- as published by S&P, is lower than Baa3 as published by ▇▇▇▇▇’▇ Bank USA, Citizens Bank, N.A., Fifth Third Bank, National Association or is lower than BBB- as published by Fitch; providedRegions Bank, further, that the obligations under this Section 5 in respect of such Letters of Credit of (i) the relevant Borrower Issuing Bank shall survive the Maturity Date and shall remain in effect until no Letters of Credit for such Borrower remain outstanding and (ii) each Lender shall be reinstated, to the extent any such cash collateral, the application thereof or reimbursement in respect thereof is required to be returned to the relevant Borrower by an Issuing Lender after the Maturity Date. Amounts held in such cash collateral account shall be held and applied by the Administrative Agent in the manner and for the purposes set forth in Section 10.2(c).
(b) No Issuing Lender shall at any time not be obligated to issue any Commercial Letters of Credit unless separately agreed between such Issuing Bank (in its sole discretion) and the Borrower. Each Letter of Credit shall be deemed to constitute a utilization of the Revolving Commitments and shall be participated in (as more fully described in the following subsection 2.7(d)(i)) by the Lenders in accordance with their respective Revolving Commitment Percentages. All Letters of Credit shall be denominated in Dollars and shall be issued for the account of the Borrower.
(ii) Unless otherwise agreed by the applicable Issuing Bank and the Borrower, each Letter of Credit shall be governed by, and shall be construed in accordance with, the laws of the State of New York, and to the extent not prohibited by such laws, the ISP shall apply to each Standby Letter of Credit, and the Uniform Customs shall apply to each Commercial Letter of Credit. The ISP shall not in any event apply to this Agreement.
(iii) An Issuing Bank shall not at any time issue any Letter of Credit hereunder if such issuance would conflict with, or cause such Issuing Lender Bank or any L/C Participant to exceed any limits imposed by, any applicable requirement Requirement of law.
(c) Each Issuing Lender’s share of the aggregate L/C Commitment (so determined) shall not exceed the amount that such Issuing Lender has agreed shall be its “Maximum L/C Commitment”Law. Each Issuing Lender listed in Schedule 1.1 hereby agrees that its “Maximum L/C Commitment” shall be the amount set forth opposite the name of such Issuing Lender in Schedule 1.1. The “Maximum L/C Commitment” of any Issuing Lender that becomes an Issuing Lender after the date hereof pursuant to the definition of the “Issuing Lender” shall be the amount specified by the Lead Arrangers in consultation with and satisfactory to the Borrowers and such Issuing Lender. In no event shall any Issuing Lender be obligated to increase its “Maximum L/C Commitment” upon any Commitment Increase pursuant to Section 2.6. Concurrently with any reduction of the Revolving Loan Commitments pursuant to Section 2.5, the “Maximum L/C Commitment” of each Issuing Lender shall be automatically reduced pro rata.[[59972986453734]]
Appears in 1 contract
Sources: Credit Agreement (Frontdoor, Inc.)
L/C Commitment. (a) As of the Closing Date, the existing letters of credit set forth on Schedule 5.1 shall be deemed Letters of Credit hereunder. Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the other Revolving Credit Lenders set forth in Section 5.4(aSubsection 3.4(a), agrees to continue under this Agreement for the account of the Parent Borrower the Existing Letters of Credit issued by it and to issue new letters of credit (the letters of credit issued on and after the Closing Date pursuant to this Section 3, together with the Existing Letters of Credit, collectively, the “Letters of Credit”) for the account of any Borrower requesting the same and for the benefit of such applicable Borrower or (if required by the applicable Issuing Lender, so long as a Borrower is a co-applicant and jointly and severally liable thereunder) any Subsidiary of such Borrower or any Related Corporation on any Business Day from during the Closing Date until Commitment Period but in no event later than the date that is ten Business Days fifth (5th) day prior to the Maturity Termination Date in such form as may be approved from time to time by such the Issuing Lender; provided that such Issuing Lender shall have no obligation to issue any Letter of Credit shall be issued if, after giving effect to such issuance, (i) the aggregate Extensions of Credit to the Borrowers would exceed the applicable limitations set forth in Subsection 2.1, (ii) the L/C Obligations in respect of Letters of Credit would exceed the L/C Commitment (ii) the aggregate amount of the Utilized Revolving Commitments would be greater than the Revolving Loan Commitments $150,000,000 or (iii) the Utilized Aggregate Outstanding Credit of all the Revolving Credit Lenders would exceed the Commitments of such Borrower would exceed such Borrower’s Sublimit. all the Revolving Credit Lenders then in effect.
(b) Each Letter of Credit shall be denominated in Dollars and shall be either (i) be denominated a standby letter of credit issued to support obligations of the Parent Borrower or any of its Restricted Subsidiaries, or any Related Corporation, contingent or otherwise, which finance or otherwise arise in Dollarsconnection with the working capital and business needs of the Parent Borrower, its Restricted Subsidiaries or any Related Corporation, and for general corporate purposes, of the Parent Borrower, any of its Restricted Subsidiaries or any Related Corporation (a “Standby Letter of Credit”), or (ii) have a face amount commercial letter of at least $100,000 credit in respect of the purchase of goods or services by the Parent Borrower, any of its Restricted Subsidiaries or any Related Corporation (a “Commercial L/C”), and unless otherwise agreed by the applicable Issuing LenderLender and, in the case of clause (B) and below, the Administrative Agent, expire no later than the earlier of (xA) the first anniversary of one year after its date of issuance and (yB) the date that is five fifth (5th) Business Days Day prior to the Maturity Termination Date; provided, provided that, if one or more Letters notwithstanding any extension of Credit shall at any time have an expiry date that is later than the Maturity DateTermination Date pursuant to Subsection 2.8, the relevant Borrower shallunless otherwise agreed, not later than (i) five days preceding the Maturity Date, cash collateralize in accordance with Section 5.9, on terms and conditions satisfactory to the Administrative Agent and Issuing Lenders, an amount equal to the L/C Obligations with respect to such Letters of Credit, if the relevant Borrower’s Rating in effect is at least BBB- as published by S&P, is at least Baa3 as published by ▇▇▇▇▇’▇ and is at least BBB- as published by Fitch or (ii) fifteen days preceding the Maturity Date, cash collateralize in accordance with Section 5.9, on terms and conditions reasonably satisfactory to the Administrative Agent and Issuing Lenders, an amount equal to the L/C Obligations with respect to such Letters of Credit if the relevant Borrower’s Rating in effect is lower than BBB- as published by S&P, is lower than Baa3 as published by ▇▇▇▇▇’▇ or is lower than BBB- as published by Fitch; provided, further, that the obligations under this Section 5 in respect of such Letters of Credit of (i) the relevant Borrower shall survive the Maturity Date and shall remain in effect until no Letters of Credit for such Borrower remain outstanding and (ii) each Lender shall be reinstated, to the extent any such cash collateral, the application thereof or reimbursement in respect thereof is required to be returned to the relevant Borrower by an Issuing Lender after the Maturity Date. Amounts held in such cash collateral account shall be held and applied by the Administrative Agent in the manner and for the purposes set forth in Section 10.2(c).
(b) No Issuing Lender shall at any time be obligated to issue any a Letter of Credit if such issuance would conflict with, or cause such Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable requirement of lawthat expires beyond the non-extended Termination Date.
(c) Each Issuing Lender’s share of Notwithstanding anything to the aggregate contrary in Subsection 3.1(b), if the Borrower Representative so requests in any L/C Commitment Request, the applicable Issuing Lender may, in its sole and absolute discretion, agree to issue a Letter of Credit that has automatic renewal provisions (so determinedeach, an “Auto-Renewal L/C”); provided that any such Auto-Renewal L/C must permit the applicable Issuing Lender to prevent any such renewal at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the applicable Issuing Lender, the applicable Borrower shall not exceed be required to make a specific request to such Issuing Lender for any such renewal. Once an Auto-Renewal L/C has been issued, the amount Lenders shall be deemed to have authorized (but may not require) the applicable Issuing Lender to permit the renewal of such Letter of Credit at any time to an extended expiry date not later than the earlier of (i) one year from the date of such renewal and (ii) the fifth (5th) Business Day prior to the Termination Date; provided that such Issuing Lender has agreed shall be its “Maximum L/C Commitment”. Each Issuing Lender listed in Schedule 1.1 hereby agrees that its “Maximum L/C Commitment” shall be the amount set forth opposite the name of not permit any such renewal if (x) such Issuing Lender has determined that it would have no obligation at such time to issue such Letter of Credit in Schedule 1.1. The “Maximum L/C Commitment” its renewed form under the terms hereof (by reason of any Issuing Lender the provisions of Subsection 3.2(c) or otherwise), or (y) it has received notice on or before the day that becomes an Issuing Lender after is two Business Days before the date hereof which has been agreed upon pursuant to the definition proviso of the “Issuing Lender” shall be first sentence of this clause (c), (1) from the amount specified by Administrative Agent that any Lender directly affected thereby has elected not to permit such renewal or (2) from the Lead Arrangers in consultation with and satisfactory to the Borrowers and such Issuing Lender. In no event shall Administrative Agent, any Issuing Lender be obligated to increase its “Maximum L/C Commitment” upon any Commitment Increase pursuant to Section 2.6. Concurrently with any reduction or Borrower that one or more of the Revolving Loan Commitments pursuant to applicable conditions specified in Section 2.56 are not then satisfied, or that the “Maximum L/C Commitment” issuance of each such Letter of Credit would violate Subsection 3.1.
(d) Each Letter of Credit issued by an Issuing Lender shall be automatically reduced pro ratadeemed to constitute a utilization of the Commitments, and shall be participated in (as more fully described in the following Subsection 3.4) by the Lenders in accordance with their respective Commitment Percentages. All Letters of Credit issued hereunder shall be denominated in Dollars and shall be issued for the account of the applicable Borrower or (if required by the applicable Issuing Lender, so long as a Borrower is a co-applicant and jointly and severally liable thereunder) any Subsidiary or any Related Corporation.
(e) Unless otherwise agreed by the applicable Issuing Lender and the Parent Borrower, each Letter of Credit shall be governed by, and shall be construed in accordance with, the laws of the State of New York, and to the extent not prohibited by such laws, the ISP shall apply to each standby Letter of Credit and the Uniform Customs shall apply to each commercial Letter of Credit. The ISP shall not in any event apply to this Agreement. All Letters of Credit shall be issued on a sight basis only.
Appears in 1 contract
L/C Commitment. (a) As of the Closing Date, the existing letters of credit set forth on Schedule 5.1 shall be deemed Letters of Credit hereunder. Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the other Revolving Credit Lenders set forth in Section 5.4(asubsection 3.4(a), agrees to continue under this Agreement for the account of the Parent Borrower the Existing Letters of Credit issued by it and to issue new letters of credit (the letters of credit issued on and after the Closing Date pursuant to this Section 3, together with the Existing Letters of Credit, collectively, the “Letters of Credit”) for the account of any Borrower requesting the same and for the benefit of such Borrower or any Subsidiary of such applicable Borrower on any Business Day from during the Closing Date until Commitment Period but in no event later than the date that is ten Business Days 30th day prior to the Maturity Termination Date in such form as may be approved from time to time by such the Issuing Lender; provided that such Issuing Lender shall have no obligation to issue any Letter of Credit shall be issued if, after giving effect to such issuance, (i) (A) aggregate Canadian Facility L/C Obligations shall exceed $50,000,000 or (B) the aggregate Extensions of Credit to the U.S. Borrowers, the Canadian Borrowers or the Borrowers would exceed the applicable limitations set forth in subsection 2.1 (it being understood and agreed that the Administrative Agent or the Canadian Agent shall calculate the Dollar Equivalent of the then outstanding Revolving Credit Loans in Canadian Dollars or any Designated Foreign Currency on the date on which the applicable Borrower has requested that the applicable Issuing Lender issue a Letter of Credit for purposes of determining compliance with this clause (i)), (ii) the L/C Obligations in respect of Letters of Credit would exceed the L/C Commitment (ii) the aggregate amount of the Utilized Revolving Commitments would be greater than the Revolving Loan Commitments $200,000,000 or (iii) the Utilized Aggregate Outstanding Credit of all the Revolving Credit Lenders would exceed the Commitments of such Borrower would exceed such Borrower’s Sublimitall the Revolving Credit Lenders then in effect. Each Letter of Credit shall (i) be denominated in Dollars, Canadian Dollars or any other Designated Foreign Currency requested by the applicable Borrower and shall be either (A) a standby letter of credit issued to support obligations of the Parent Borrower or any of its Subsidiaries, contingent or otherwise, which finance or otherwise arise in connection with the working capital and business needs of the Parent Borrower and its Subsidiaries incurred in the ordinary course of business (a “Standby Letter of Credit”), or (B) a commercial letter of credit in respect of the purchase of goods or services by the Parent Borrower or any of its Subsidiaries in the ordinary course of business (a “Commercial L/C”), and (ii) have a face amount of at least $100,000 (unless otherwise agreed by the applicable Issuing Lender) and Administrative Agent or the Canadian Agent, as applicable, expire no later than the earlier of (xA) the first anniversary of one year after its date of issuance and (yB) the date that is five Business Days 10th day prior to the Maturity Termination Date; provided, thatin the case of Standby Letters of Credit (subject, if requested by the applicable Borrower and agreed to by the Issuing Lender, to auto-renewals for successive periods not exceeding one year and ending prior to the 10th day prior to the Termination Date), or (A) 180 days after its date of issuance and (B) the 30th day prior to the Termination Date, in the case of Commercial Letters of Credit. Each Letter of Credit issued by the U.S. Facility Issuing Lender shall be deemed to constitute a utilization of the U.S. Facility Commitments and each Letter of Credit issued by the Canadian Facility Issuing Lender shall be deemed to constitute a utilization of the Canadian Facility Commitments, and shall be participated in (as more fully described in following subsection 3.4) by the U.S. Facility Lenders or the Canadian Facility Lenders, as applicable, in accordance with their respective U.S. Facility Commitment Percentages or Canadian Facility Commitment Percentages, as applicable. All Letters of Credit issued under the U.S. Revolving Credit Facility shall be denominated in Dollars or in the respective Designated Foreign Currency requested by the applicable U.S. Borrower and shall be issued for the account of the applicable U.S. Borrower. All Letters of Credit issued under the Canadian Revolving Credit Facility shall be denominated in Canadian Dollars requested by the applicable Borrower and shall be issued for the account of the applicable Borrower.
(b) Unless otherwise agreed by the applicable Issuing Lender and the Parent Borrower, each Letter of Credit shall be subject to the Uniform Customs and, to the extent not inconsistent therewith, the laws of the State of New York. All Letters of Credit shall at any time have an expiry date that is later than the Maturity Date, the relevant Borrower shall, not later than (i) five days preceding the Maturity Date, cash collateralize in accordance with Section 5.9, be issued on terms and conditions satisfactory to the Administrative Agent and Issuing Lenders, an amount equal to the L/C Obligations with respect to such Letters of Credit, if the relevant Borrower’s Rating in effect is at least BBB- as published by S&P, is at least Baa3 as published by ▇▇▇▇▇’▇ and is at least BBB- as published by Fitch or (ii) fifteen days preceding the Maturity Date, cash collateralize in accordance with Section 5.9, on terms and conditions reasonably satisfactory to the Administrative Agent and Issuing Lenders, an amount equal to the L/C Obligations with respect to such Letters of Credit if the relevant Borrower’s Rating in effect is lower than BBB- as published by S&P, is lower than Baa3 as published by ▇▇▇▇▇’▇ or is lower than BBB- as published by Fitch; provided, further, that the obligations under this Section 5 in respect of such Letters of Credit of (i) the relevant Borrower shall survive the Maturity Date and shall remain in effect until no Letters of Credit for such Borrower remain outstanding and (ii) each Lender shall be reinstated, to the extent any such cash collateral, the application thereof or reimbursement in respect thereof is required to be returned to the relevant Borrower by an Issuing Lender after the Maturity Date. Amounts held in such cash collateral account shall be held and applied by the Administrative Agent in the manner and for the purposes set forth in Section 10.2(c)a sight basis only.
(bc) No Issuing Lender shall at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause such Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable requirement Requirement of lawLaw.
(c) Each Issuing Lender’s share of the aggregate L/C Commitment (so determined) shall not exceed the amount that such Issuing Lender has agreed shall be its “Maximum L/C Commitment”. Each Issuing Lender listed in Schedule 1.1 hereby agrees that its “Maximum L/C Commitment” shall be the amount set forth opposite the name of such Issuing Lender in Schedule 1.1. The “Maximum L/C Commitment” of any Issuing Lender that becomes an Issuing Lender after the date hereof pursuant to the definition of the “Issuing Lender” shall be the amount specified by the Lead Arrangers in consultation with and satisfactory to the Borrowers and such Issuing Lender. In no event shall any Issuing Lender be obligated to increase its “Maximum L/C Commitment” upon any Commitment Increase pursuant to Section 2.6. Concurrently with any reduction of the Revolving Loan Commitments pursuant to Section 2.5, the “Maximum L/C Commitment” of each Issuing Lender shall be automatically reduced pro rata.
Appears in 1 contract
Sources: Credit Agreement (Hertz Corp)
L/C Commitment. (a) As of Prior to the Closing Datedate hereof, Norwest Bank has issued the existing letters of credit set forth on Schedule 5.1 shall be deemed Letters of Credit hereunder. Subject listed on Schedule 3.1 (the "Existing Letters of Credit"), and subject to the terms and conditions hereof, each the Lender designated as Issuing LenderLender hereunder, in reliance on the agreements of the other Lenders set forth in Section 5.4(a3.4(a), agrees to issue new letters of credit (“together with the Existing Letters of Credit”, "Letters of Credit") for the account of any Borrower requesting the same and Borrower, or for the benefit joint and several account of such the Borrower or and any Subsidiary of such Borrower Subsidiary, on any Business Day from during the Closing Date until the date that is ten Business Days prior to the Maturity Date Commitment Period in such form as may be requested by the Borrower and approved from time to time by such the Issuing Lender; provided provided, that such approval may not be unreasonably withheld, delayed or conditioned; and provided, further, that the Issuing Lender shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment or (ii) the aggregate amount Aggregate Outstanding Extensions of the Utilized Revolving Commitments would be greater than the Revolving Loan Commitments or (iii) the Utilized Revolving Commitments of such Borrower Credit would exceed such Borrower’s Sublimitthe aggregate Commitments. Each Letter of Credit shall (i) be denominated in Dollars, (ii) have be either (x) a face amount standby letter of at least $100,000 credit issued to support (unless otherwise agreed I) obligations of the Borrower or any of its Subsidiaries, contingent or otherwise, which finance the working capital or business needs of the Borrower or its Subsidiaries or (II) performance obligations of the Borrower and its Subsidiaries, in each case, incurred in the ordinary course of business (a "Standby Letter of Credit"), or (y) a commercial letter of credit in respect of the purchase of goods or services by the applicable Issuing LenderBorrower or any of its Subsidiaries in the ordinary course of business (a "Commercial Letter of Credit"), (iii) and expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to the Maturity Date; provided, that, if one or more Letters of Credit shall at any time have an expiry date that is Termination Date and (iv) expire no later than the Maturity Date365 days after its date of issuance, the relevant Borrower shall, not later than (i) five days preceding the Maturity Date, cash collateralize in accordance with Section 5.9, on terms and conditions satisfactory to the Administrative Agent and Issuing Lenders, an amount equal to the L/C Obligations with respect to such Letters of Credit, if the relevant Borrower’s Rating in effect is at least BBB- as published by S&P, is at least Baa3 as published by ▇▇▇▇▇’▇ and is at least BBB- as published by Fitch or (ii) fifteen days preceding the Maturity Date, cash collateralize in accordance with Section 5.9, on terms and conditions reasonably satisfactory to the Administrative Agent and Issuing Lenders, an amount equal to the L/C Obligations with respect to such Letters of Credit if the relevant Borrower’s Rating in effect is lower than BBB- as published by S&P, is lower than Baa3 as published by ▇▇▇▇▇’▇ or is lower than BBB- as published by Fitch; provided, further, provided that the obligations under this Section 5 in respect of such Letters of Credit of (i) the relevant Borrower shall survive the Maturity Date and shall remain in effect until no Letters of Credit for such Borrower remain outstanding and (ii) each Lender shall be reinstated, to the extent any such cash collateral, the application thereof or reimbursement in respect thereof is required to be returned to the relevant Borrower by an Issuing Lender after the Maturity Date. Amounts held in such cash collateral account shall be held and applied by the Administrative Agent in the manner and for the purposes set forth in Section 10.2(c).
(b) No Issuing Lender shall at any time be obligated to issue any Letter of Credit if such issuance would conflict with, or cause such Issuing Lender or any L/C Participant with a 365-day duration may provide for the renewal thereof at the election of the Borrower (in accordance with procedures to exceed any limits imposed by, any applicable requirement of law.
(c) Each be established by the Issuing Lender’s share of the aggregate L/C Commitment ) for additional 365-day periods (so determined) which shall not exceed the amount that such Issuing Lender has agreed shall be its “Maximum L/C Commitment”. Each Issuing Lender listed in Schedule 1.1 hereby agrees that its “Maximum L/C Commitment” shall be the amount set forth opposite the name of such Issuing Lender in Schedule 1.1. The “Maximum L/C Commitment” of any Issuing Lender that becomes an Issuing Lender after the date hereof pursuant expire later than five Business Days prior to the definition of the “Issuing Lender” shall be the amount specified by the Lead Arrangers in consultation with and satisfactory to the Borrowers and such Issuing Lender. In no event shall any Issuing Lender be obligated to increase its “Maximum L/C Commitment” upon any Commitment Increase pursuant to Section 2.6. Concurrently with any reduction of the Revolving Loan Commitments pursuant to Section 2.5, the “Maximum L/C Commitment” of each Issuing Lender shall be automatically reduced pro rataTermination Date).
Appears in 1 contract
L/C Commitment. (a) As of the Closing Date, the existing letters of credit set forth on Schedule 5.1 shall be deemed Letters of Credit hereunder. Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the other Lenders set forth in Section 5.4(asubsection 3.4(a), agrees to continue under this Agreement for the account of the applicable Borrower the Existing Letters of Credit issued by it and to issue new letters of credit (the letters of credit issued on and after the Restatement Effective Date pursuant to this Section 3, together with the Existing Letters of Credit, the “Letters of Credit” or “L/Cs”) for the account of any Borrower requesting the same and for the benefit of such Borrower or any Subsidiary of such Borrower Borrowers on any Business Day from during the Closing Date until Commitment Period but in no event later than the date that is ten fifth Business Days Day prior to the Maturity Date in such form as may be approved from time to time by such Issuing Lender; provided that such Issuing Lender shall have no obligation to not issue any Letter of Credit if, after giving effect to such issuance, (i) the Aggregate Tranche A Credit Extensions, would exceed the applicable limitations set forth in subsection 2.1 (it being understood and agreed that the Administrative Agent shall calculate the Dollar Equivalent of the then outstanding Revolving Credit Loans in Canadian Dollars on the date on which the Borrower Representative has requested that the applicable Issuing Lender issue a Letter of Credit for purposes of determining compliance with this clause (i)) or (ii) the L/C Obligations in respect of Letters of Credit would exceed the L/C Commitment (ii) the aggregate amount of the Utilized Revolving Commitments would be greater than the Revolving Loan Commitments or (iii) the Utilized Revolving Commitments of such Borrower would exceed such Borrower’s Sublimit$125,000,000. Each Letter of Credit shall (i) be denominated in Dollars or Canadian Dollars, requested by the Borrower Representative and shall be either (A) a standby letter of credit issued to support obligations of the Parent Borrower or any of its Subsidiaries, contingent or otherwise, which finance the working capital and business needs of the Parent Borrower and its Subsidiaries incurred in the ordinary course of business (a “Standby Letter of Credit”) or (B) a commercial letter of credit in respect of the purchase of goods or services by the Parent Borrower or any of its Subsidiaries in the ordinary course of business (a “Commercial Letter of Credit”), and (ii) have a face amount of at least $100,000 (unless otherwise agreed by the applicable Issuing Lender, mature not more than twelve months after the date of issuance (automatically renewable annually thereafter or for such longer period of time as may be agreed by the relevant Issuing Lender) and expire and, in any event no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five fifth Business Days Day prior to the Maturity Date; providedDate (except to the extent cash collateralized or backstopped pursuant to arrangements reasonably acceptable to the relevant Issuing Lender). Each Letter of Credit issued by the Issuing Lender shall be deemed to constitute a utilization of the Tranche A Commitments, that, if one or and shall be participated in (as more fully described in the following subsection 3.4) by the Tranche A Lenders in accordance with their respective Tranche A Commitment Percentages. All Letters of Credit issued hereunder shall at be denominated in Dollars or Canadian Dollars and shall be issued for the account of the applicable Borrower. For the avoidance of doubt, any time have an expiry date that is later than the Maturity Date, the relevant Borrower shall, not later than (i) five days preceding the Maturity Date, cash collateralize in accordance with Section 5.9, on terms and conditions satisfactory to the Administrative Agent and Issuing Lenders, an amount equal to the L/C Obligations with respect to such Letters of Credit, if the relevant Borrower’s Rating in effect is at least BBB- as published by S&P, is at least Baa3 as published by ▇▇▇▇▇’▇ and is at least BBB- as published by Fitch or (ii) fifteen days preceding the Maturity Date, cash collateralize in accordance with Section 5.9, on terms and conditions reasonably satisfactory to the Administrative Agent and Issuing Lenders, an amount equal to the L/C Obligations with respect to such Letters of Credit if the relevant Borrower’s Rating in effect is lower than BBB- as published by S&P, is lower than Baa3 as published by ▇▇▇▇▇’▇ or is lower than BBB- as published by Fitch; provided, further, that the obligations under this Section 5 in respect of such Letters of Credit of (i) the relevant Borrower shall survive remain outstanding and undrawn on the Maturity Date and shall remain in effect until no Letters of Credit for such Borrower remain outstanding and (ii) each Lender shall be reinstatedeither cash collateralized, backstopped or otherwise provided for pursuant to the extent any such cash collateral, the application thereof or reimbursement in respect thereof is required to be returned arrangements reasonably acceptable to the relevant Borrower by an Issuing Lender after the Maturity Date. Amounts held in such cash collateral account shall be held and applied by the Administrative Agent in the manner and for the purposes set forth in Section 10.2(c)Lender.
(b) Unless otherwise agreed to by the applicable Issuing Lender and the Borrower Representative on behalf of the applicable Borrower at the time of issuance, each Letter of Credit shall be governed by, and shall be construed in accordance with, the laws of the State of New York, and to the extent not prohibited by such laws, the ISP or (at the option of the Borrower Representative) the Uniform Customs shall apply to each standby Letter of Credit, and the Uniform Customs shall apply to each commercial Letter of Credit. The ISP shall not in any event apply to this Agreement.
(c) No Issuing Lender shall at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause such Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable requirement Requirement of lawLaw.
(c) Each Issuing Lender’s share of the aggregate L/C Commitment (so determined) shall not exceed the amount that such Issuing Lender has agreed shall be its “Maximum L/C Commitment”. Each Issuing Lender listed in Schedule 1.1 hereby agrees that its “Maximum L/C Commitment” shall be the amount set forth opposite the name of such Issuing Lender in Schedule 1.1. The “Maximum L/C Commitment” of any Issuing Lender that becomes an Issuing Lender after the date hereof pursuant to the definition of the “Issuing Lender” shall be the amount specified by the Lead Arrangers in consultation with and satisfactory to the Borrowers and such Issuing Lender. In no event shall any Issuing Lender be obligated to increase its “Maximum L/C Commitment” upon any Commitment Increase pursuant to Section 2.6. Concurrently with any reduction of the Revolving Loan Commitments pursuant to Section 2.5, the “Maximum L/C Commitment” of each Issuing Lender shall be automatically reduced pro rata.
Appears in 1 contract
Sources: Abl Credit Agreement (Veritiv Corp)
L/C Commitment. (ai) As of the Closing Date, the existing letters of credit set forth on Schedule 5.1 shall be deemed Letters of Credit hereunder. Subject to the terms and conditions hereof, each Issuing LenderBank, in reliance on the agreements of the other Lenders set forth in Section 5.4(asubsection 2.7(d)(i), agrees to issue new letters of credit (the “Letters of Credit”) for the account of any Borrower requesting the same and for the benefit of such Borrower or any Subsidiary of such its Restricted Subsidiaries (so long as the Borrower is a co-applicant and jointly and severally liable thereunder) on any Business Day from during the Closing Date until Initial Revolving Commitment Period but in no event later than the date that is ten Business Days 30th day prior to the Initial Revolving Maturity Date (unless otherwise agreed by the applicable Issuing Bank) in such form as may be approved from time to time by such Issuing LenderBank; provided that such no Issuing Lender Bank shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations in respect of Letters of Credit issued by such Issuing Bank would exceed its L/C Commitment Amount (unless such Issuing Bank agrees to do so in its sole discretion), (ii) the L/C Commitment (ii) the aggregate amount Obligations in respect of the Utilized Revolving Commitments all Letters of Credit issued hereunder would be greater than the Revolving Loan Commitments exceed $250.0 million or (iii) the Utilized Aggregate Outstanding Revolving Credit of all the Revolving Lenders would exceed the Revolving Commitments of such Borrower would exceed such Borrower’s Sublimitall the Revolving Lenders then in effect. Each Letter of Credit shall (i) be denominated in DollarsDollars and shall be either (A) a standby letter of credit issued to support obligations of the Borrower or any of its Restricted Subsidiaries, contingent or otherwise, which finance the working capital and business needs of the Borrower and its Subsidiaries incurred in the ordinary course of business (a “Standby Letter of Credit”) or (B) a commercial letter of credit in respect of the purchase of goods or services by the Borrower or any of its Restricted Subsidiaries in the ordinary course of business (a “Commercial Letter of Credit”), and (ii) have a face amount of at least $100,000 (unless otherwise agreed by the applicable Issuing LenderBank, mature not more than twelve months after the date of issuance (automatically renewable annually thereafter or for such longer period of time as may be agreed by the relevant Issuing Bank) and expire and, in any event, no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to the Initial Revolving Maturity Date; provided, that, if one Date (except to the extent cash collateralized or more Letters of Credit shall at any time have an expiry date that is later than the Maturity Date, backstopped pursuant to arrangements reasonably acceptable to the relevant Borrower shall, not later than (i) five days preceding Issuing Bank). If the Maturity Date, cash collateralize in accordance with Section 5.9, on terms and conditions satisfactory to the Administrative Agent and Issuing Lenders, an amount equal to the L/C Obligations with respect to such Letters of Credit, if the relevant Borrower’s Rating in effect Bank is at least BBB- as published by S&P, is at least Baa3 as published by ▇▇▇▇▇’▇▇ and is at least BBB- as published by Fitch or (ii) fifteen days preceding the Maturity Date, cash collateralize in accordance with Section 5.9, on terms and conditions reasonably satisfactory to the Administrative Agent and Issuing Lenders, an amount equal to the L/C Obligations with respect to such Letters of Credit if the relevant Borrower’s Rating in effect is lower than BBB- as published by S&P, is lower than Baa3 as published by ▇▇▇▇▇’▇ Bank USA, Citizens Bank, N.A., Fifth Third Bank, National Association or is lower than BBB- as published by Fitch; providedRegions Bank, further, that the obligations under this Section 5 in respect of such Letters of Credit of (i) the relevant Borrower Issuing Bank shall survive the Maturity Date and shall remain in effect until no Letters of Credit for such Borrower remain outstanding and (ii) each Lender shall be reinstated, to the extent any such cash collateral, the application thereof or reimbursement in respect thereof is required to be returned to the relevant Borrower by an Issuing Lender after the Maturity Date. Amounts held in such cash collateral account shall be held and applied by the Administrative Agent in the manner and for the purposes set forth in Section 10.2(c).
(b) No Issuing Lender shall at any time not be obligated to issue any Commercial Letters of Credit unless separately agreed between such Issuing Bank (in its sole discretion) and the Borrower. Each Letter of Credit shall be deemed to constitute a utilization of the Revolving Commitments and shall be participated in (as more fully described in the following subsection 2.7(d)(i)) by the Lenders in accordance with their respective Revolving Commitment Percentages. All Letters of Credit shall be denominated in Dollars and shall be issued for the account of the Borrower.
(ii) Unless otherwise agreed by the applicable Issuing Bank and the Borrower, each Letter of Credit shall be governed by, and shall be construed in accordance with, the laws of the State of New York, and to the extent not prohibited by such laws, the ISP shall apply to each Standby Letter of Credit, and the Uniform Customs shall apply to each Commercial Letter of Credit. The ISP shall not in any event apply to this Agreement.
(iii) An Issuing Bank shall not at any time issue any Letter of Credit hereunder if such issuance would conflict with, or cause such Issuing Lender Bank or any L/C Participant to exceed any limits imposed by, any applicable requirement Requirement of law.
(c) Each Issuing Lender’s share of the aggregate L/C Commitment (so determined) shall not exceed the amount that such Issuing Lender has agreed shall be its “Maximum L/C Commitment”Law. Each Issuing Lender listed in Schedule 1.1 hereby agrees that its “Maximum L/C Commitment” shall be the amount set forth opposite the name of such Issuing Lender in Schedule 1.1. The “Maximum L/C Commitment” of any Issuing Lender that becomes an Issuing Lender after the date hereof pursuant to the definition of the “Issuing Lender” shall be the amount specified by the Lead Arrangers in consultation with and satisfactory to the Borrowers and such Issuing Lender. In no event shall any Issuing Lender be obligated to increase its “Maximum L/C Commitment” upon any Commitment Increase pursuant to Section 2.6. Concurrently with any reduction of the Revolving Loan Commitments pursuant to Section 2.5, the “Maximum L/C Commitment” of each Issuing Lender shall be automatically reduced pro rata.[[5629054]]
Appears in 1 contract
Sources: Credit Agreement (Frontdoor, Inc.)
L/C Commitment. (a) As of the Closing Date, the existing letters of credit set forth on Schedule 5.1 shall be deemed Letters of Credit hereunder. Subject to the terms and conditions hereof, each the Issuing Lender, in reliance on the agreements of the other Lenders set forth in Section 5.4(a3.4(a), agrees to issue new standby letters of credit (“"Letters of Credit”") for the account of any Borrower requesting the same and for the benefit of such Borrower or any Subsidiary of such Borrower on any Business Day from the Closing Date until through but not including the date that is ten Business Days prior to the Revolving Credit Maturity Date in such form as may be approved from time to time by such the Issuing Lender; provided provided, that such the Issuing Lender shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (ia) the L/C Obligations would exceed the L/C Commitment or (iib) the aggregate principal amount of outstanding Revolving Credit Loans, plus the aggregate principal amount of outstanding Swingline Loans, plus the aggregate amount of the Utilized Revolving Commitments would be greater than the Revolving Loan Commitments or (iii) the Utilized Revolving Commitments of such Borrower L/C Obligations would exceed such Borrower’s Sublimitthe Aggregate Commitment. Each Letter of Credit shall (i) be denominated in DollarsDollars in a minimum amount of $100,000 or such lesser amount as the Issuing Lender may approve, (ii) have be a face amount standby letter of at least $100,000 credit issued to support obligations of the Borrower or any of its Subsidiaries, contingent or otherwise, incurred in the ordinary course of business, (unless otherwise agreed by iii) expire on a date no more than twelve (12) months after the applicable Issuing Lender) and expire date of issuance or last renewal of such Letter of Credit, which date shall be no later than the earlier of fifth (x5th) the first anniversary of its date of issuance and (y) the date that is five Business Days Day prior to the Revolving Credit Maturity Date; provided, that, if one or more Letters provided that each Letter of Credit shall at any time have initially expiring by its terms more than one year prior to the Revolving Credit Maturity Date may provide that it will be automatically extended for an expiry date that is later than additional term of twelve (12) months or less (with identical terms as the Maturity Dateinitial Letter of Credit including, but not limited to, the relevant fees payable on such Letter of Credit) upon its expiration with no additional action on the part of the Borrower shall, not later than and (iiv) five days preceding the Maturity Date, cash collateralize in accordance with Section 5.9, on terms and conditions satisfactory be subject to the Administrative Agent and Issuing LendersUniform Customs and/or ISP98, an amount equal to as set forth in the L/C Obligations with respect to such Letters of Credit, if the relevant Borrower’s Rating in effect is at least BBB- as published by S&P, is at least Baa3 as published by ▇▇▇▇▇’▇ and is at least BBB- as published by Fitch or (ii) fifteen days preceding the Maturity Date, cash collateralize in accordance with Section 5.9, on terms and conditions reasonably satisfactory to the Administrative Agent and Issuing Lenders, an amount equal to the L/C Obligations with respect to such Letters Letter of Credit if Application or as determined by the relevant Borrower’s Rating in effect is lower than BBB- as published by S&P, is lower than Baa3 as published by ▇▇▇▇▇’▇ or is lower than BBB- as published by Fitch; provided, further, that the obligations under this Section 5 in respect of such Letters of Credit of (i) the relevant Borrower shall survive the Maturity Date and shall remain in effect until no Letters of Credit for such Borrower remain outstanding and (ii) each Issuing Lender shall be reinstatedand, to the extent any such cash collateralnot inconsistent therewith, the application thereof or reimbursement in respect thereof is required to be returned to laws of the relevant Borrower by an Issuing Lender after the Maturity DateState of New York. Amounts held in such cash collateral account shall be held and applied by the Administrative Agent in the manner and for the purposes set forth in Section 10.2(c).
(b) No The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause such the Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable requirement Applicable Law. References herein to "issue" and derivations thereof with respect to Letters of law.
(c) Each Issuing Lender’s share of the aggregate L/C Commitment (so determined) Credit shall not exceed the amount that such Issuing Lender has agreed shall be its “Maximum L/C Commitment”. Each Issuing Lender listed in Schedule 1.1 hereby agrees that its “Maximum L/C Commitment” shall be the amount set forth opposite the name of such Issuing Lender in Schedule 1.1. The “Maximum L/C Commitment” also include extensions or modifications of any Issuing Lender that becomes an Issuing Lender after outstanding Letters of Credit, unless the date hereof pursuant to the definition of the “Issuing Lender” shall be the amount specified by the Lead Arrangers in consultation with and satisfactory to the Borrowers and such Issuing Lender. In no event shall any Issuing Lender be obligated to increase its “Maximum L/C Commitment” upon any Commitment Increase pursuant to Section 2.6. Concurrently with any reduction of the Revolving Loan Commitments pursuant to Section 2.5, the “Maximum L/C Commitment” of each Issuing Lender shall be automatically reduced pro ratacontext otherwise requires.
Appears in 1 contract
L/C Commitment. (axxii) As of the Closing Date, the existing letters of credit set forth on Schedule 5.1 shall be deemed Letters of Credit hereunder. Subject to the terms and conditions hereof, each the Issuing Lender, in reliance on the agreements of the other Revolving Lenders set forth in Section 5.4(a3.4(a), agrees to issue new letters of credit (“Letters of Credit”) (x) upon the request of the U.S. Borrower, for the account of the U.S. Borrower, any Borrower requesting the same and for the benefit of such Borrower Domestic Subsidiary or any Subsidiary of such Borrower Canadian Subsidiary, in each case on any Business Day from during the Closing Date until the date that is ten Business Days prior to the Maturity Date Revolving Commitment Period in such form as may be approved from time to time by such the Issuing Lender; provided that such the Issuing Lender shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment Commitment, (ii) the L/C Obligations in respect of Letters of Credit issued by it would exceed $20,000,000, (iii) the aggregate amount of the Utilized Available Revolving Commitments would be greater less than the Revolving Loan Commitments zero or (iiiiv) with respect to any Lender, the sum of (x) the Utilized Revolving Commitments Swingline Exposure of such Borrower Lender (in its capacity as the Swingline Lender (if applicable) and a Revolving Lender), (y) the aggregate principal amount of the Dollar Equivalent of the outstanding Revolving Loans made by such Lender and (z) the L/C Exposure of such Lender would exceed such Borrower’s Sublimitits Revolving Commitment then in effect. Each Letter of Credit shall (i) (x) be denominated in Dollars, Dollars or an Acceptable Foreign Currency and (iiy) have a face amount of at least $100,000 (unless otherwise agreed by the applicable Issuing Lender) and expire no later than the earlier of (x1) the first anniversary of its date of issuance and (y2) the date that is five Business Days prior to the Maturity Revolving Termination Date; provided, that, if one or more Letters provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall at in no event extend beyond the date referred to in clause (2) above); provided further that any time have an expiry Letter of Credit may (notwithstanding clause (2) or the immediately preceding proviso above) expire after the date that is later than five Business Days prior to the Maturity Revolving Termination Date so long as the Issuing Lender has approved such expiration date and such Letter of Credit is cash collateralized or otherwise backstopped in a manner reasonably acceptable to the Issuing Lender at least eight Business Days prior to the Revolving Termination Date, .
(a) Subject to the relevant Borrower shall, not later than (i) five days preceding the Maturity Date, cash collateralize in accordance with Section 5.9, on terms and conditions satisfactory to hereof, each Existing Letter of Credit shall, effective as of the Administrative Agent and Issuing Lenders, an amount equal to the L/C Obligations with respect to such Letters of Credit, if the relevant Borrower’s Rating in effect is at least BBB- as published by S&P, is at least Baa3 as published by ▇▇▇▇▇’▇ and is at least BBB- as published by Fitch or (ii) fifteen days preceding the Maturity Restatement Effective Date, cash collateralize in accordance with Section 5.9and without further action by any Borrower, on be continued as a Letter of Credit hereunder, and from and after the Restatement Effective Date shall be deemed to be a Letter of Credit for all purposes hereof and shall be subject to and governed by the terms and conditions reasonably satisfactory to the Administrative Agent and Issuing Lenders, an amount equal to the L/C Obligations with respect to such Letters of Credit if the relevant Borrower’s Rating in effect is lower than BBB- as published by S&P, is lower than Baa3 as published by ▇▇▇▇▇’▇ or is lower than BBB- as published by Fitch; provided, further, that the obligations under this Section 5 in respect of such Letters of Credit of (i) the relevant Borrower shall survive the Maturity Date and shall remain in effect until no Letters of Credit for such Borrower remain outstanding and (ii) each Lender shall be reinstated, to the extent any such cash collateral, the application thereof or reimbursement in respect thereof is required to be returned to the relevant Borrower by an Issuing Lender after the Maturity Date. Amounts held in such cash collateral account shall be held and applied by the Administrative Agent in the manner and for the purposes set forth in Section 10.2(c)hereof.
(b) No The Issuing Lender shall not at any time be obligated to issue any Letter of Credit if such issuance would conflict with, or cause such the Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable requirement Requirement of lawLaw.
(c) Each Issuing Lender’s share of the aggregate L/C Commitment (so determined) shall not exceed the amount that such Issuing Lender has agreed shall be its “Maximum L/C Commitment”. Each Issuing Lender listed in Schedule 1.1 hereby agrees that its “Maximum L/C Commitment” shall be the amount set forth opposite the name of such Issuing Lender in Schedule 1.1. The “Maximum L/C Commitment” of any Issuing Lender that becomes an Issuing Lender after the date hereof pursuant to the definition of the “Issuing Lender” shall be the amount specified by the Lead Arrangers in consultation with and satisfactory to the Borrowers and such Issuing Lender. In no event shall any Issuing Lender be obligated to increase its “Maximum L/C Commitment” upon any Commitment Increase pursuant to Section 2.6. Concurrently with any reduction of the Revolving Loan Commitments pursuant to Section 2.5, the “Maximum L/C Commitment” of each Issuing Lender shall be automatically reduced pro rata.
Appears in 1 contract
L/C Commitment. (a) As of the Closing Date, the existing letters of credit set forth on Schedule 5.1 shall be deemed Letters of Credit hereunder. Subject to the terms and conditions hereof, each the Issuing Lender, in reliance on the agreements of the other Revolving Credit Lenders set forth in Section 5.4(a3.4(a), agrees to issue new letters of credit (“Letters of Credit”) Credit for the account of any Borrower requesting the same and for the benefit of such Borrower or any Subsidiary of such US Borrower on any Business Day from the Closing Date until to but not including the date that is ten fifth (5th) Business Days Day prior to the Maturity Date in such form as may be approved from time to time by such the Issuing Lender; provided provided, that such the Issuing Lender shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (i) based upon the Dollar Amount of all outstanding Loans and L/C Obligations, the aggregate amount of all outstanding L/C Obligations would exceed the lesser of (a) the L/C Commitment or (iib) the Revolving Credit Commitment less the sum of (A) during the Reserve Period, the Reserve Amount and (B) the aggregate principal amount of the Utilized Revolving Commitments would be greater than the Revolving Loan Commitments or (iii) the Utilized Revolving Commitments of such Borrower would exceed such Borrower’s Sublimitall outstanding Loans. Each Letter of Credit (other than the Existing Letters of Credit) shall (i) be denominated in DollarsDollars in a minimum amount of $30,000 or a lesser amount acceptable to the Issuing Lender, (ii) have be a face amount standby letter of at least $100,000 credit or a trade letter of credit issued to support obligations of the US Borrower or any of its Subsidiaries, contingent or otherwise, incurred in the ordinary course of business, (unless otherwise agreed by the applicable Issuing Lenderiii) and expire on a date no later than the earlier of (xA) the first anniversary of its date of issuance and five (y5) the date that is five Business Days prior to the Maturity Date and (B) one year after its date of issuance, and (iv) be subject to the Uniform Customs and/or ISP98, as set forth in the Letter of Credit Application or as determined by the Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of New York. As of the Closing Date; provided, that, if one or more each of the Existing Letters of Credit shall at any time have an expiry date that is later than constitute, for all purposes of this Agreement and the Maturity Dateother Loan Documents, the relevant Borrower shall, not later than (i) five days preceding the Maturity Date, cash collateralize in accordance with Section 5.9, on terms and conditions satisfactory to the Administrative Agent and Issuing Lenders, an amount equal to the L/C Obligations with respect to such Letters of Credit, if the relevant Borrower’s Rating in effect is at least BBB- as published by S&P, is at least Baa3 as published by ▇▇▇▇▇’▇ and is at least BBB- as published by Fitch or (ii) fifteen days preceding the Maturity Date, cash collateralize in accordance with Section 5.9, on terms and conditions reasonably satisfactory to the Administrative Agent and Issuing Lenders, an amount equal to the L/C Obligations with respect to such Letters a Letter of Credit if the relevant Borrower’s Rating in effect is lower than BBB- as published by S&P, is lower than Baa3 as published by ▇▇▇▇▇’▇ or is lower than BBB- as published by Fitch; provided, further, that the obligations under this Section 5 in respect of such Letters of Credit of (i) the relevant Borrower shall survive the Maturity Date issued and shall remain in effect until no Letters of Credit for such Borrower remain outstanding and (ii) each Lender shall be reinstated, to the extent any such cash collateral, the application thereof or reimbursement in respect thereof is required to be returned to the relevant Borrower by an Issuing Lender after the Maturity Datehereunder. Amounts held in such cash collateral account shall be held and applied by the Administrative Agent in the manner and for the purposes set forth in Section 10.2(c).
(b) No The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause such the Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable requirement Applicable Law. References herein to “issue” and derivations thereof with respect to Letters of law.
(c) Each Issuing Lender’s share of the aggregate L/C Commitment (so determined) Credit shall not exceed the amount that such Issuing Lender has agreed shall be its “Maximum L/C Commitment”. Each Issuing Lender listed in Schedule 1.1 hereby agrees that its “Maximum L/C Commitment” shall be the amount set forth opposite the name of such Issuing Lender in Schedule 1.1. The “Maximum L/C Commitment” also include extensions or modifications of any Issuing Lender that becomes an Issuing Lender after existing Letters of Credit, unless the date hereof pursuant to the definition of the “Issuing Lender” shall be the amount specified by the Lead Arrangers in consultation with and satisfactory to the Borrowers and such Issuing Lender. In no event shall any Issuing Lender be obligated to increase its “Maximum L/C Commitment” upon any Commitment Increase pursuant to Section 2.6. Concurrently with any reduction of the Revolving Loan Commitments pursuant to Section 2.5, the “Maximum L/C Commitment” of each Issuing Lender shall be automatically reduced pro ratacontext otherwise requires.
Appears in 1 contract
Sources: Credit Agreement (Pool Corp)
L/C Commitment. (a) As of the Closing Date, the existing letters of credit set forth on Schedule 5.1 shall be deemed Letters of Credit hereunder. Subject to the terms and conditions hereof, each the Issuing Lender, in reliance on the agreements of the other Lenders set forth in Section 5.4(a3.4(a), agrees to issue new standby letters of credit (“Letters of Credit”) for the account of any Borrower requesting the same and for the benefit of such Borrower or any Subsidiary of such Borrower on any Business Day from the Closing Date until through but not including the date that is ten fifth (5th) Business Days Day prior to the Maturity Date in such form as may be approved from time to time by such the Issuing Lender; provided provided, that such the Issuing Lender shall have no obligation to issue issue, and the L/C Participants shall have no obligation to participate in, any Letter of Credit if, after giving effect to such issuance, (ia) the L/C Obligations would exceed the L/C Commitment or (b) the aggregate principal amount of outstanding Revolving Credit Loans, plus the aggregate principal amount of outstanding Swingline Loans, plus the aggregate amount of L/C Obligations would exceed an amount equal to the lesser of (i) the Commitment of all Lenders and (ii) the aggregate amount of the Utilized Revolving Commitments would be greater than the Revolving Loan Commitments or (iii) the Utilized Revolving Commitments of such Borrower would exceed such Borrower’s SublimitAdvance Rate. Each Letter of Credit shall (i) be denominated a standby letter of credit issued to support obligations of the Borrower or any of its Subsidiaries, contingent or otherwise, incurred in Dollarsthe ordinary course of business, (ii) have expire on a face amount date no more than twelve (12) months after the date of at least $100,000 issuance or last renewal of such Letter of Credit (unless otherwise agreed by provided that any Letter of Credit with a one-year tenor may provide for the applicable automatic renewal thereof for additional one (1) year periods pursuant to the terms of the Letter of Credit Application or other documentation acceptable to the Issuing Lender) and expire ), which date shall be no later than the earlier of fifth (x5th) the first anniversary of its date of issuance and (y) the date that is five Business Days Day prior to the Maturity Date and (iii) be subject to ISP98, as set forth in the Letter of Credit Application or as determined by the Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of New York. As of the Closing Date; provided, that, if one or more each of the Existing Letters of Credit shall at any time have an expiry date that is later than constitute, for all purposes of this Agreement and the Maturity Dateother Loan Documents, the relevant Borrower shall, not later than (i) five days preceding the Maturity Date, cash collateralize in accordance with Section 5.9, on terms and conditions satisfactory to the Administrative Agent and Issuing Lenders, an amount equal to the L/C Obligations with respect to such Letters of Credit, if the relevant Borrower’s Rating in effect is at least BBB- as published by S&P, is at least Baa3 as published by ▇▇▇▇▇’▇ and is at least BBB- as published by Fitch or (ii) fifteen days preceding the Maturity Date, cash collateralize in accordance with Section 5.9, on terms and conditions reasonably satisfactory to the Administrative Agent and Issuing Lenders, an amount equal to the L/C Obligations with respect to such Letters a Letter of Credit if the relevant Borrower’s Rating in effect is lower than BBB- as published by S&P, is lower than Baa3 as published by ▇▇▇▇▇’▇ or is lower than BBB- as published by Fitch; provided, further, that the obligations under this Section 5 in respect of such Letters of Credit of (i) the relevant Borrower shall survive the Maturity Date issued and shall remain in effect until no Letters of Credit for such Borrower remain outstanding and (ii) each Lender shall be reinstated, to the extent any such cash collateral, the application thereof or reimbursement in respect thereof is required to be returned to the relevant Borrower by an Issuing Lender after the Maturity Datehereunder. Amounts held in such cash collateral account shall be held and applied by the Administrative Agent in the manner and for the purposes set forth in Section 10.2(c).
(b) No The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause such the Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable requirement Applicable Law. References herein to “issue” and derivations thereof with respect to Letters of law.
(c) Each Issuing Lender’s share of the aggregate L/C Commitment (so determined) Credit shall not exceed the amount that such Issuing Lender has agreed shall be its “Maximum L/C Commitment”. Each Issuing Lender listed in Schedule 1.1 hereby agrees that its “Maximum L/C Commitment” shall be the amount set forth opposite the name of such Issuing Lender in Schedule 1.1. The “Maximum L/C Commitment” also include extensions or modifications of any Issuing Lender that becomes an Issuing Lender after outstanding Letters of Credit, unless the date hereof pursuant to the definition of the “Issuing Lender” shall be the amount specified by the Lead Arrangers in consultation with and satisfactory to the Borrowers and such Issuing Lender. In no event shall any Issuing Lender be obligated to increase its “Maximum L/C Commitment” upon any Commitment Increase pursuant to Section 2.6. Concurrently with any reduction of the Revolving Loan Commitments pursuant to Section 2.5, the “Maximum L/C Commitment” of each Issuing Lender shall be automatically reduced pro ratacontext otherwise requires.
Appears in 1 contract
Sources: Credit Agreement (Medimmune Inc /De)
L/C Commitment. (a) As of the Closing Date, the existing letters of credit set forth on Schedule 5.1 shall be deemed Letters of Credit hereunder. Subject to the terms and conditions hereof, each the Issuing Lender, in reliance on the agreements of the other Revolving Lenders set forth in Section 5.4(a3.4(a), agrees to issue new letters of credit (“Letters of Credit”) (x) upon the request of the U.S. Borrower, for the account of the U.S. Borrower, any Borrower requesting the same and for the benefit of such Borrower Domestic Subsidiary or any Subsidiary of such Borrower Canadian Subsidiary, in each case on any Business Day from during the Closing Date until the date that is ten Business Days prior to the Maturity Date Revolving Commitment Period in such form as may be approved from time to time by such the Issuing Lender; provided that such the Issuing Lender shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment Commitment, (ii) the L/C Obligations in respect of Letters of Credit issued by it would exceed $20,000,000, (iii) the aggregate amount of the Utilized Available Revolving Commitments would be greater less than the Revolving Loan Commitments zero or (iiiiv) with respect to any Lender, the sum of (x) the Utilized Revolving Commitments Swingline Exposure of such Borrower Lender (in its capacity as the Swingline Lender (if applicable) and a Revolving Lender), (y) the aggregate principal amount of the Dollar Equivalent of the outstanding Revolving Loans made by such Lender and (z) the L/C Exposure of such Lender would exceed such Borrower’s Sublimitits Revolving Commitment then in effect. Each Letter of Credit shall (i) (x) be denominated in Dollars, Dollars or an Acceptable Foreign Currency and (iiy) have a face amount of at least $100,000 (unless otherwise agreed by the applicable Issuing Lender) and expire no later than the earlier of (x1) the first anniversary of its date of issuance and (y2) the date that is five Business Days prior to the Maturity Revolving Termination Date; provided, that, if one or more Letters provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall at in no event extend beyond the date referred to in clause (2) above); provided further that any time have an expiry Letter of Credit may (notwithstanding clause (2) or the immediately preceding proviso above) expire after the date that is later than the Maturity Date, the relevant Borrower shall, not later than (i) five days preceding the Maturity Date, cash collateralize in accordance with Section 5.9, on terms and conditions satisfactory Business Days prior to the Administrative Agent Revolving Termination Date so long as the Issuing Lender has approved such expiration date and Issuing Lenders, an amount equal such Letter of Credit is cash collateralized or otherwise backstopped in a manner reasonably acceptable to the L/C Obligations with respect to such Letters of Credit, if the relevant Borrower’s Rating in effect is Issuing Lender at least BBB- as published by S&P, is at least Baa3 as published by ▇▇▇▇▇’▇ and is at least BBB- as published by Fitch or (ii) fifteen days preceding the Maturity Date, cash collateralize in accordance with Section 5.9, on terms and conditions reasonably satisfactory eight Business Days prior to the Administrative Agent and Issuing Lenders, an amount equal to the L/C Obligations with respect to such Letters of Credit if the relevant Borrower’s Rating in effect is lower than BBB- as published by S&P, is lower than Baa3 as published by ▇▇▇▇▇’▇ or is lower than BBB- as published by Fitch; provided, further, that the obligations under this Section 5 in respect of such Letters of Credit of (i) the relevant Borrower shall survive the Maturity Date and shall remain in effect until no Letters of Credit for such Borrower remain outstanding and (ii) each Lender shall be reinstated, to the extent any such cash collateral, the application thereof or reimbursement in respect thereof is required to be returned to the relevant Borrower by an Issuing Lender after the Maturity Revolving Termination Date. Amounts held in such cash collateral account shall be held and applied by the Administrative Agent in the manner and for the purposes set forth in Section 10.2(c).
(b) No Subject to the terms and conditions hereof, each Existing Letter of Credit shall, effective as of the Restatement Effective Date, and without further action by any Borrower, be continued as a Letter of Credit hereunder, and from and after the Restatement Effective Date shall be deemed to be a Letter of Credit for all purposes hereof and shall be subject to and governed by the terms and conditions hereof.
(c) The Issuing Lender shall not at any time be obligated to issue any Letter of Credit if such issuance would conflict with, or cause such the Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable requirement Requirement of lawLaw.
(c) Each Issuing Lender’s share of the aggregate L/C Commitment (so determined) shall not exceed the amount that such Issuing Lender has agreed shall be its “Maximum L/C Commitment”. Each Issuing Lender listed in Schedule 1.1 hereby agrees that its “Maximum L/C Commitment” shall be the amount set forth opposite the name of such Issuing Lender in Schedule 1.1. The “Maximum L/C Commitment” of any Issuing Lender that becomes an Issuing Lender after the date hereof pursuant to the definition of the “Issuing Lender” shall be the amount specified by the Lead Arrangers in consultation with and satisfactory to the Borrowers and such Issuing Lender. In no event shall any Issuing Lender be obligated to increase its “Maximum L/C Commitment” upon any Commitment Increase pursuant to Section 2.6. Concurrently with any reduction of the Revolving Loan Commitments pursuant to Section 2.5, the “Maximum L/C Commitment” of each Issuing Lender shall be automatically reduced pro rata.
Appears in 1 contract
L/C Commitment. (ai) As of the Closing Date, the existing letters of credit set forth on Schedule 5.1 shall be deemed Letters of Credit hereunder. Subject to the terms and conditions hereof, each Issuing LenderBank, in reliance on the agreements of the other Lenders set forth in Section 5.4(asubsection 2.7(d)(i), agrees to issue new letters of credit (the “Letters of Credit”) for the account of any Borrower requesting the same and for the benefit of such Borrower or any Subsidiary of such its Restricted Subsidiaries (so long as the Borrower is a co-applicant and jointly and severally liable thereunder) on any Business Day from during the Closing Date until Initial Revolving Commitment Period but in no event later than the date that is ten Business Days 30th day prior to the Initial Revolving Maturity Date (unless otherwise agreed by the applicable Issuing Bank) in such form as may be approved from time to time by such Issuing LenderBank; provided that such no Issuing Lender Bank shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations in respect of Letters of Credit issued by such Issuing Bank would exceed its L/C Commitment Amount (unless such Issuing Bank agrees to do so in its sole discretion), (ii) the L/C Commitment (ii) the aggregate amount Obligations in respect of the Utilized Revolving Commitments all Letters of Credit issued hereunder would be greater than the Revolving Loan Commitments exceed $250.0 million or (iii) the Utilized Aggregate Outstanding Revolving Credit of all the Revolving Lenders would exceed the Revolving Commitments of such Borrower would exceed such Borrower’s Sublimitall the Revolving Lenders then in effect. Each Letter of Credit shall (i) be denominated in DollarsDollars and shall be either (A) a standby letter of credit issued to support obligations of the Borrower or any of its Restricted Subsidiaries, contingent or otherwise, which finance the working capital and business needs of the Borrower and its Subsidiaries incurred in the ordinary course of business (a “Standby Letter of Credit”) or (B) a commercial letter of credit in respect of the purchase of goods or services by the Borrower or any of its Restricted Subsidiaries in the ordinary course of business (a “Commercial Letter of Credit”), and (ii) have a face amount of at least $100,000 (unless otherwise agreed by the applicable Issuing LenderBank, mature not more than twelve months after the date of issuance (automatically renewable annually thereafter or for such longer period of time as may be agreed by the relevant Issuing Bank) and expire and, in any event, no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to the Initial Revolving Maturity Date; provided, that, if one Date (except to the extent cash collateralized or more Letters of Credit shall at any time have an expiry date that is later than the Maturity Date, backstopped pursuant to arrangements reasonably acceptable to the relevant Borrower shall, not later than (i) five days preceding Issuing Bank). If the Maturity Date, cash collateralize in accordance with Section 5.9, on terms and conditions satisfactory to the Administrative Agent and Issuing Lenders, an amount equal to the L/C Obligations with respect to such Letters of Credit, if the relevant Borrower’s Rating in effect Bank is at least BBB- as published by S&P, is at least Baa3 as published by ▇▇▇▇▇’▇▇ and is at least BBB- as published by Fitch or (ii) fifteen days preceding the Maturity Date, cash collateralize in accordance with Section 5.9, on terms and conditions reasonably satisfactory to the Administrative Agent and Issuing Lenders, an amount equal to the L/C Obligations with respect to such Letters of Credit if the relevant Borrower’s Rating in effect is lower than BBB- as published by S&P, is lower than Baa3 as published by ▇▇▇▇▇’▇ Bank USA, Citizens Bank, N.A., Fifth Third Bank, National Association or is lower than BBB- as published by Fitch; providedRegions Bank, further, that the obligations under this Section 5 in respect of such Letters of Credit of (i) the relevant Borrower Issuing Bank shall survive the Maturity Date and shall remain in effect until no Letters of Credit for such Borrower remain outstanding and (ii) each Lender shall be reinstated, to the extent any such cash collateral, the application thereof or reimbursement in respect thereof is required to be returned to the relevant Borrower by an Issuing Lender after the Maturity Date. Amounts held in such cash collateral account shall be held and applied by the Administrative Agent in the manner and for the purposes set forth in Section 10.2(c).
(b) No Issuing Lender shall at any time not be obligated to issue any Commercial Letters of Credit unless separately agreed between such Issuing Bank (in its sole discretion) and the Borrower. Each Letter of Credit shall be deemed to constitute a utilization of the Revolving Commitments and shall be participated in (as more fully described in the following subsection 2.7(d)(i)) by the Lenders in accordance with their respective Revolving Commitment Percentages. All Letters of Credit shall be denominated in Dollars and shall be issued for the account of the Borrower.
(ii) Unless otherwise agreed by the applicable Issuing Bank and the Borrower, each Letter of Credit shall be governed by, and shall be construed in accordance with, the laws of the State of New York, and to the extent not prohibited by such laws, the ISP shall apply to each Standby Letter of Credit, and the Uniform Customs shall apply to each Commercial Letter of Credit. The ISP shall not in any event apply to this Agreement.
(iii) An Issuing Bank shall not at any time issue any Letter of Credit hereunder if such issuance would conflict with, or cause such Issuing Lender Bank or any L/C Participant to exceed any limits imposed by, any applicable requirement Requirement of lawLaw.
(c) Each Issuing Lender’s share of the aggregate L/C Commitment (so determined) shall not exceed the amount that such Issuing Lender has agreed shall be its “Maximum L/C Commitment”. Each Issuing Lender listed in Schedule 1.1 hereby agrees that its “Maximum L/C Commitment” shall be the amount set forth opposite the name of such Issuing Lender in Schedule 1.1. The “Maximum L/C Commitment” of any Issuing Lender that becomes an Issuing Lender after the date hereof pursuant to the definition of the “Issuing Lender” shall be the amount specified by the Lead Arrangers in consultation with and satisfactory to the Borrowers and such Issuing Lender. In no event shall any Issuing Lender be obligated to increase its “Maximum L/C Commitment” upon any Commitment Increase pursuant to Section 2.6. Concurrently with any reduction of the Revolving Loan Commitments pursuant to Section 2.5, the “Maximum L/C Commitment” of each Issuing Lender shall be automatically reduced pro rata.
Appears in 1 contract
Sources: Credit Agreement (Frontdoor, Inc.)