L/C Commitments. (a) Prior to the Closing Date, the Existing Issuing Lender has issued the Existing Letters of Credit which, from and after the Closing Date, shall constitute Letters of Credit hereunder. Subject to the terms and conditions hereof, each U.S. Issuing Lender, in reliance on the agreements of the other U.S. Revolving Credit Lenders set forth in Section 4.4(a), agrees to issue letters of credit (the letters of credit issued on and after the Closing Date pursuant to this Section 4.1(a), together with the Existing Letters of Credit, collectively, the "U.S. Letters of Credit") for the account of the U.S. Borrower on any Business Day during the Revolving Credit Commitment Period in such form as may be approved from time to time by such Issuing Lender; provided, that no Issuing Lender shall have any obligation to issue any U.S. Letter of Credit if, after giving effect to such issuance, (i) the U.S. L/C Obligations would exceed the U.S. L/C Commitment or (ii) the aggregate amount of the Available U.S. Revolving Credit Commitments would be less than zero. Each U.S. Letter of Credit shall (i) be denominated in U.S. Dollars and (ii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date which is five Business Days prior to the Revolving Credit Termination Date, provided that any U.S. Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above). Notwithstanding the foregoing, (i) if any amount of the Canadian Borrower's 9-3/8% Senior Notes due 2005 remains outstanding on December 15, 2003 and (ii) if on or after such date the U.S. Borrower requests the U.S. Issuing Lender to issue a U.S. Letter of Credit having an expiry date after the date which is five Business Days before December 31, 2004, the U.S. Issuing Lender may, in its sole discretion, issue such requested U.S. Letter of Credit; provided, that (A) unless no amount of the Canadian Borrower's 9-3/8% Senior Notes due 2005 remains outstanding on December 31, 2004 (and, accordingly, the Revolving Credit Termination Date will not occur on December 31, 2004), the obligations of the L/C Participants to make payments to the U.S. Issuing Lender in respect of such U.S. Letter of Credit shall permanently terminate on December 31, 2004 and (B) the U.S. Issuing Lender, upon its request to the U.S. Borrower, shall have entered into an agreement with the U.S. Borrower requiring the U.S. Borrower to provide cash collateral to the U.S. Issuing Lender in respect of such U.S. Letter of Credit pursuant to such terms and conditions as the U.S. Borrower and the U.S. Issuing Lender shall agree upon (it being agreed that any failure by the U.S. Borrower to provide any such cash collateral or to comply with the terms of any agreement between the U.S. Borrower and the U.S. Issuing Lender relating to such cash collateral shall not prevent the termination of the obligations of the L/C Participants in respect of such U.S. Letter of Credit as described above).
Appears in 2 contracts
Sources: Credit Agreement (Cott Corp /Cn/), Credit Agreement (Cott Corp /Cn/)
L/C Commitments. (a) Prior to the Closing Date, the Existing Issuing Lender has issued the Existing Letters of Credit which, from and after the Closing Date, shall constitute Letters of Credit hereunder. Subject to the terms and conditions hereof, each U.S. Issuing Lender, in reliance on the agreements of the other U.S. Revolving Credit Lenders set forth in this Section 4.4(a)3, agrees to issue standby letters of credit (the letters of credit issued on and after the Closing Date pursuant to this Section 4.1(a), together with the Existing “Letters of Credit, collectively, the "U.S. Letters of Credit"”) for the account of any Borrower (or for the U.S. joint and several account of any Borrower and Parent or any of its Subsidiaries) on any Business Day during the Revolving Credit Commitment Period 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, the then outstanding L/C Obligations of such Issuing Lender would exceed such Issuing Lender; provided, ’s L/C Commitment then in effect; provided further that no Issuing Lender shall have any obligation to issue any U.S. Letter of Credit if, after giving effect to such issuance, (i) the U.S. L/C Obligations aggregate amount of the Available Revolving Commitments would exceed the U.S. L/C Commitment be less than zero or (ii) the aggregate undrawn amount of outstanding Letters of Credit and unpaid Reimbursement Obligations under the Available U.S. Revolving Credit Commitments Facility would be less than zeroexceed $30,000,000. Each U.S. Letter of Credit shall (i) be denominated in U.S. Dollars or any Foreign Currency and (ii) expire (or be subject to termination by notice from the relevant Issuing Lender to the beneficiary thereof) no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date which is five Business Days prior to the Revolving Letter of Credit Termination Date, Expiration Date; provided that any U.S. Letter of Credit with a one-year term may provide for the renewal automatic extension thereof for additional one-year periods (each, an “Auto-Extension Letter of Credit”) (which shall in no event extend beyond the date referred Letter of Credit Expiration Date except to in clause (y) above). Notwithstanding the foregoingextent cash collateralized or backstopped pursuant to arrangements reasonably acceptable to the relevant Issuing Lender and the applicable Borrower); provided that any such Auto-Extension Letter of Credit must, (i) if any amount of requested by the Canadian Borrower's 9-3/8% Senior Notes due 2005 remains outstanding on December 15Issuing Lender, 2003 and (ii) if on or after such date permit the U.S. Borrower requests the U.S. Issuing Lender to issue prevent any such extension 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 U.S. day in each such twelve-month period to be agreed upon at the time such Letter of Credit having an expiry date after the date which is five Business Days before December 31, 2004, the U.S. issued.
(b) No Issuing Lender may, in its sole discretion, shall at any time be obligated to issue such requested U.S. any Letter of Credit; providedCredit hereunder if such issuance would conflict with, that (A) unless no amount of the Canadian Borrower's 9-3/8% Senior Notes due 2005 remains outstanding on December 31, 2004 (and, accordingly, the Revolving Credit Termination Date will not occur on December 31, 2004), the obligations of the or cause such Issuing Lender or any L/C Participants Participant to make payments to the U.S. exceed any limits imposed by, any applicable Requirement of Law or any pre-existing generally applicable internal policies of such Issuing Lender in respect of such U.S. Letter applicable to Letters of Credit shall permanently terminate on December 31, 2004 and (B) the U.S. issued by such Issuing Lender, upon its request to the U.S. Borrower, shall have entered into an agreement with the U.S. Borrower requiring the U.S. Borrower to provide cash collateral to the U.S. Issuing Lender in respect of such U.S. Letter of Credit pursuant to such terms and conditions as the U.S. Borrower and the U.S. Issuing Lender shall agree upon (it being agreed that any failure by the U.S. Borrower to provide any such cash collateral or to comply with the terms of any agreement between the U.S. Borrower and the U.S. Issuing Lender relating to such cash collateral shall not prevent the termination of the obligations of the L/C Participants in respect of such U.S. Letter of Credit as described above).
Appears in 2 contracts
Sources: Credit Agreement (Neogen Corp), Credit Agreement (Garden SpinCo Corp)
L/C Commitments. (a) Prior to the Closing Date, the Existing Issuing Lender has issued the Existing Letters of Credit which, from and after the Closing Date, shall constitute Letters of Credit hereunder. Subject to the terms and conditions hereof, each U.S. the Issuing Lender, in reliance on the agreements of the other U.S. Revolving Credit Lenders and the Tranche B-1 Lenders set forth in this Section 4.4(a)3, agrees to issue letters of credit (the letters of credit issued on and after the Closing Date pursuant to this Section 4.1(a), together with the Existing Letters of Credit, collectively, the "U.S. Letters of Credit") for the account of the U.S. Borrower on any Business Day during the Revolving Credit Commitment Period in such form as may be approved from time to time by such the Issuing Lender; provided, provided that no the Issuing Lender shall have any no obligation to issue any U.S. (i) Revolving Letter of Credit if, after giving effect to such issuance, (i) the U.S. L/C Obligations would exceed the U.S. L/C Commitment or (iiA) the aggregate amount of the Available U.S. Revolving Credit Commitments would be less than zerozero or (B) the aggregate undrawn amount of outstanding Letters of Credit and unpaid Reimbursement Obligations under the Revolving Facility would exceed $100,000,000 or (ii) Tranche B-1 Letter of Credit if, after giving effect thereto (A) the aggregate outstanding principal amount of Tranche B-1 Loans of such Tranche B-1 Lender plus such Tranche B-1 Lender's Percentage of the Tranche B-1 Letter of Credit Outstandings would exceed such Tranche B-1 Lender's Tranche B-1 Credit Linked Deposit Amount, or (B) the Tranche B-1 Outstanding Exposure would exceed the Total Tranche B-1 Credit Linked Deposit Amount. Each U.S. Letter of Credit shall (i) be denominated in U.S. Dollars and (ii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date which that is five Business Days prior to (A) in the case of Revolving Letters of Credit, the Revolving Credit Termination Date and (B) in the case of Tranche B-1 Letters of Credit, the Tranche B-1 Final Maturity Date, provided that any U.S. Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the applicable date referred to in clause (y) above).
(b) 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 the Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.
(c) On the Closing Date, the Existing Letters of Credit will automatically, without any action on the part of any Person, be deemed to be Letters of Credit issued hereunder on the Closing Date for the account of the Borrower for all purposes of this Agreement and the other Loan Documents.
(d) Notwithstanding anything to the contrary in this Agreement, unless the Administrative Agent agrees to a different treatment, (i) Letters of Credit shall at all times and from time to time be deemed to be first Tranche B-1 Letters of Credit in the amount permitted for Tranche B-1 Letters of Credit in Section 3.1(a) and thereafter be deemed to be Revolving Letters of Credit only to the extent, and in an amount by which, the aggregate amount of outstanding Letters of Credit exceeds such permitted amount of Tranche B-1 Letters of Credit, (ii) drawings under any Letter of Credit shall be deemed to have been made first under Tranche B-1 Letters of Credit for so long as, and to the extent that, there are any undrawn Tranche B-1 Letters of Credit outstanding (and thereafter shall be deemed to have been made under Revolving Letters of Credit) and (iii) any Letter of Credit that expires or terminates will be deemed to be first a Revolving Letter of Credit, for so long as, and to the extent that, there are outstanding Revolving Letters of Credit immediately prior to such expiration or termination. To the extent necessary to implement the foregoing, the identification of a Letter of Credit as a Revolving Letter of Credit or a Tranche B-1 Letter of Credit may change from time to time and a portion of a Letter of Credit may be deemed to be a Tranche B-1 Letter of Credit and the remainder be deemed to be a Revolving Letter of Credit. Notwithstanding the foregoing, the entire face amount of any Letter of Credit with an expiration date after the Revolving Termination Date shall at all times be deemed to be a Tranche B-1 Letter of Credit, subject to the limitations set forth in clause (i) if any amount of the Canadian Borrower's 9-3/8% Senior Notes due 2005 remains outstanding on December 15, 2003 and first sentence of this paragraph (ii) if on or after such date the U.S. Borrower requests the U.S. Issuing Lender to issue a U.S. Letter of Credit having an expiry date after the date which is five Business Days before December 31, 2004, the U.S. Issuing Lender may, in its sole discretion, issue such requested U.S. Letter of Credit; provided, that (A) unless no amount of the Canadian Borrower's 9-3/8% Senior Notes due 2005 remains outstanding on December 31, 2004 (and, accordingly, the Revolving Credit Termination Date will not occur on December 31, 2004), the obligations of the L/C Participants to make payments to the U.S. Issuing Lender in respect of such U.S. Letter of Credit shall permanently terminate on December 31, 2004 and (B) the U.S. Issuing Lender, upon its request to the U.S. Borrower, shall have entered into an agreement with the U.S. Borrower requiring the U.S. Borrower to provide cash collateral to the U.S. Issuing Lender in respect of such U.S. Letter of Credit pursuant to such terms and conditions as the U.S. Borrower and the U.S. Issuing Lender shall agree upon (it being agreed that any failure by the U.S. Borrower to provide any such cash collateral or to comply with the terms of any agreement between the U.S. Borrower and the U.S. Issuing Lender relating to such cash collateral shall not prevent the termination of the obligations of the L/C Participants in respect of such U.S. Letter of Credit as described aboved).
Appears in 1 contract
Sources: Credit Agreement (Tenneco Inc)
L/C Commitments. (a) Prior to the Closing Date, the Existing Issuing Lender has issued the Existing Letters of Credit which, from and after the Closing Date, shall constitute Letters of Credit hereunder. Subject to the terms and conditions hereof, each U.S. the Issuing Lender, in reliance on the agreements of the other U.S. Revolving Credit Lenders and the Tranche B-1 Lenders set forth in this Section 4.4(a)3, agrees to issue letters of credit (the letters of credit issued on and after the Closing Date pursuant to this Section 4.1(a), together with the Existing Letters of Credit, collectively, the "U.S. Letters of Credit") for the account of the U.S. Borrower on any Business Day during the Revolving Credit Commitment Period in such form as may be approved from time to time by such the Issuing Lender; provided, provided that no the Issuing Lender shall have any no obligation to issue any U.S. (i) Revolving Letter of Credit if, after giving effect to such issuance, (i) the U.S. L/C Obligations would exceed the U.S. L/C Commitment or (iiA) the aggregate amount of the Available U.S. Revolving Credit Commitments would be less than zerozero or (B) the aggregate undrawn amount of outstanding Letters of Credit and unpaid Reimbursement Obligations under the Revolving Facility would exceed $100,000,000 or (ii) Tranche B-1 Letter of Credit if, after giving effect thereto (A) the aggregate outstanding principal amount of Tranche B-1 Loans of such Tranche B-1 Lender plus such Tranche B-1 Lender's Percentage of the Tranche B-1 Letter of Credit Outstandings would exceed such Tranche B-1 Lender's Tranche B-1 Credit Linked Deposit Amount, or (B) the Tranche B-1 Outstanding Exposure would exceed the Total Tranche B-1 Credit Linked Deposit Amount. Each U.S. Letter of Credit shall (i) be denominated in U.S. Dollars and (ii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date which that is five Business Days prior to (A) in the case of Revolving Letters of Credit, the Revolving Credit Termination Date and (B) in the case of Tranche B-1 Letters of Credit, the Tranche B-1 Final Maturity Date, provided that any U.S. Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above).
(b) 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 the Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.
(c) On the Closing Date, the Existing Letters of Credit will automatically, without any action on the part of any Person, be deemed to be Letters of Credit issued hereunder on the Closing Date for the account of the Borrower for all purposes of this Agreement and the other Loan Documents.
(d) Notwithstanding anything to the contrary in this Agreement, (i) Letters of Credit shall at all times and from time to time be deemed to be first Tranche B-1 Letters of Credit in the amount permitted for Tranche B-1 Letters of Credit in Section 3.1(a) and thereafter be deemed to be Revolving Letters of Credit only to the extent, and in an amount by which, the aggregate amount of outstanding Letters of Credit exceeds such permitted amount of Tranche B-1 Letters of Credit, (ii) drawings under any Letter of Credit shall be deemed to have been made first under Tranche B-1 Letters of Credit for so long as, and to the extent that, there are any undrawn Tranche B-1 Letters of Credit outstanding (and thereafter shall be deemed to have been made under Revolving Letters of Credit) and (iii) any Letter of Credit that expires or terminates will be deemed to be first a Revolving Letter of Credit, for so long as, and to the extent that, there are outstanding Revolving Letters of Credit immediately prior to such expiration or termination. To the extent necessary to implement the foregoing, the identification of a Letter of Credit as a Revolving Letter of Credit or a Tranche B-1 Letter of Credit may change from time to time and a portion of a Letter of Credit may be deemed to be a Tranche B-1 Letter of Credit and the remainder be deemed to be a Revolving Letter of Credit. Notwithstanding the foregoing, the entire face amount of any Letter of Credit with an expiration date after the Revolving Termination Date shall at all times be deemed to be a Tranche B-1 Letter of Credit, subject to the limitations set forth in clause (i) if any amount of the Canadian Borrower's 9-3/8% Senior Notes due 2005 remains outstanding on December 15, 2003 and first sentence of this paragraph (ii) if on or after such date the U.S. Borrower requests the U.S. Issuing Lender to issue a U.S. Letter of Credit having an expiry date after the date which is five Business Days before December 31, 2004, the U.S. Issuing Lender may, in its sole discretion, issue such requested U.S. Letter of Credit; provided, that (A) unless no amount of the Canadian Borrower's 9-3/8% Senior Notes due 2005 remains outstanding on December 31, 2004 (and, accordingly, the Revolving Credit Termination Date will not occur on December 31, 2004), the obligations of the L/C Participants to make payments to the U.S. Issuing Lender in respect of such U.S. Letter of Credit shall permanently terminate on December 31, 2004 and (B) the U.S. Issuing Lender, upon its request to the U.S. Borrower, shall have entered into an agreement with the U.S. Borrower requiring the U.S. Borrower to provide cash collateral to the U.S. Issuing Lender in respect of such U.S. Letter of Credit pursuant to such terms and conditions as the U.S. Borrower and the U.S. Issuing Lender shall agree upon (it being agreed that any failure by the U.S. Borrower to provide any such cash collateral or to comply with the terms of any agreement between the U.S. Borrower and the U.S. Issuing Lender relating to such cash collateral shall not prevent the termination of the obligations of the L/C Participants in respect of such U.S. Letter of Credit as described aboved).
Appears in 1 contract
L/C Commitments. (a) Prior to the Closing Date, the Existing Issuing Lender has issued the Existing Letters of Credit which, from and after the Closing Date, shall constitute Letters of Credit hereunder. Subject to the terms and conditions hereof, each U.S. the Issuing Lender, in reliance on the agreements of the other U.S. Revolving Credit Lenders set forth in Section 4.4(a3.4(a), agrees to issue letters of credit (the letters of credit issued on standby and after the Closing Date pursuant to this Section 4.1(a), together with the Existing trade Letters of Credit, collectively, the "U.S. Letters of Credit") Credit for the account of the U.S. Borrower Borrowers on any Business Day during from the Closing Date through but not including the tenth (10th) Business Day prior to the Revolving Credit Commitment Period Termination Date in such form as may be approved from time to time by such the Issuing Lender; provided, that no the Issuing Lender shall have any no obligation to issue any U.S. Letter of Credit if, after giving effect to such issuance, (i) the U.S. L/C Obligations would exceed the U.S. L/C Commitment or (ii) the aggregate amount of the Available U.S. Revolving Credit Commitments Commitment of any Lender would be zero or less than zero. Each U.S. Letter of Credit shall (iA) be denominated in U.S. Dollars and in a minimum amount of $5,000, (iiB) be a standby letter of credit or trade letter of credit issued to support obligations of the Borrowers or any of their Subsidiaries, contingent or otherwise, incurred in the ordinary course of business, (C) expire on a date satisfactory to the Issuing Lender, which date shall be no later than the earlier of (x1) the first anniversary of one (1) year after its date of issuance and (y2) the date which is five tenth (10th) Business Days Day prior to the Revolving Credit Termination DateDate and (iii) be subject to the Uniform Customs and/or ISP 98, provided that as set forth in the Application or as determined by the Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of North Carolina. The Issuing Lender shall not at any U.S. time be obligated to issue or maintain any Letter of Credit hereunder if such issuance or maintenance would conflict with, or cause the Issuing Lender or any L/C Participant to exceed any limits imposed by, any Applicable Law. References herein to “issue”, “maintain” and derivations thereof with respect to the Letters of Credit shall also include extensions or modifications of any existing Letters of Credit, unless the context otherwise requires.
(b) Notwithstanding anything to the contrary contained in this Section 3.1, the Issuing Lender shall not be obligated to issue any Letter of Credit at a one-year term may provide for time when any other Lender is a Defaulting Lender, unless the renewal thereof for additional one-year periods (Issuing Lender has entered into arrangements with the Borrower or such Defaulting Lender which shall in no event extend beyond are reasonably satisfactory to the date referred to in clause (y) above). Notwithstanding the foregoing, (i) if any amount of the Canadian Borrower's 9-3/8% Senior Notes due 2005 remains outstanding on December 15, 2003 and (ii) if on or after such date the U.S. Borrower requests the U.S. Issuing Lender to issue a U.S. Letter eliminate the Issuing Lender’s Fronting Exposure (after giving effect to Section 5.13(c)) with respect to any such Defaulting Lender, which may include, at the sole discretion of Credit having an expiry date after the date which is five Business Days before December 31, 2004Issuing Lender, the U.S. Issuing Lender may, in its sole discretion, issue such requested U.S. Letter delivery of Credit; provided, that (A) unless no amount of the Canadian Borrower's 9-3/8% Senior Notes due 2005 remains outstanding on December 31, 2004 (and, accordingly, the Revolving Credit Termination Date will not occur on December 31, 2004), the obligations of the L/C Participants to make payments cash collateral or other credit support reasonably acceptable to the U.S. Issuing Lender in respect of such U.S. Letter Lender.
(c) The Existing Letters of Credit shall permanently terminate on December 31, 2004 and (B) the U.S. Issuing Lender, upon its request be deemed to the U.S. Borrower, shall have entered into an agreement with the U.S. Borrower requiring the U.S. Borrower to provide cash collateral to the U.S. Issuing Lender in respect of such U.S. Letter be Letters of Credit issued under and pursuant to such terms and conditions as the U.S. Borrower and the U.S. Issuing Lender shall agree upon (it being agreed that any failure by the U.S. Borrower to provide any such cash collateral or to comply with the terms of any agreement between the U.S. Borrower and the U.S. Issuing Lender relating to such cash collateral shall not prevent the termination of the obligations of the L/C Participants in respect of such U.S. Letter of Credit as described above)this Agreement.
Appears in 1 contract
Sources: Credit Agreement (Belk Inc)
L/C Commitments. (a) Prior to the Closing Date, the Existing Issuing Lender has issued the Existing Letters of Credit which, from and after the Closing Date, shall constitute Letters of Credit hereunder. Subject to the terms and conditions hereof, each U.S. the Issuing Lender, in reliance on the agreements of the other U.S. Revolving Credit Lenders and the Tranche B-1 Lenders set forth in this Section 4.4(a)3, agrees to issue letters of credit (the letters of credit issued on and after the Closing Date pursuant to this Section 4.1(a), together with the Existing “Letters of Credit, collectively, the "U.S. Letters of Credit"”) for the account of the U.S. Borrower on any Business Day during the Revolving Credit Commitment Period in such form as may be approved from time to time by such the Issuing Lender; provided, provided that no the Issuing Lender shall have any no obligation to issue any U.S. (i) Revolving Letter of Credit if, after giving effect to such issuance, (i) the U.S. L/C Obligations would exceed the U.S. L/C Commitment or (iiA) the aggregate amount of the Available U.S. available Extended Revolving Credit Commitments would be less than zerozero or (B) the aggregate undrawn amount of outstanding Letters of Credit and unpaid Reimbursement Obligations under the Extended Revolving Facility would exceed $100,000,000 or (ii) Tranche B-1 Letter of Credit if, after giving effect thereto (A) the aggregate outstanding principal amount of Tranche B-1 Loans of such Tranche B-1 Lender plus such Tranche B-1 Lender’s Percentage of the Tranche B-1 Letter of Credit Outstandings would exceed such Tranche B-1 Lender’s Tranche B-1 Credit Linked Deposit Amount, or (B) the Tranche B-1 Outstanding Exposure would exceed the Total Tranche B-1 Credit Linked Deposit Amount. Each U.S. Letter of Credit shall (i) be denominated in U.S. Dollars and (ii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date which that is five Business Days prior to (A) in the case of Revolving Credit Letters of Credit, the Extended Revolving Termination Date and (B) in the case of Tranche B-1 Letters of Credit, the Tranche B-1 Final Maturity Date, provided that any U.S. Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the applicable date referred to in clause (y) above).
(b) 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 the Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.
(c) On the Fifth Amendment Effective Date (and without further action), all participations in respect of outstanding Letters of Credit shall be allocated to the Extended Revolving Lenders in proportion to their Revolving Percentages as of such date, and the Non-Extended Revolving Lenders shall be released from their participations in respect of such outstanding Letters of Credit. All Revolving Letters of Credit issued after the Fifth Amendment Effective Date shall be issued under the Extended Revolving Facility.
(d) Notwithstanding anything to the foregoingcontrary in this Agreement, unless the Administrative Agent agrees to a different treatment, (i) if any Letters of Credit shall at all times and from time to time be deemed to be first Tranche B-1 Letters of Credit in the amount permitted for Tranche B-1 Letters of Credit in Section 3.1(a) and thereafter be deemed to be Revolving Letters of Credit only to the extent, and in an amount by which, the aggregate amount of the Canadian Borrower's 9-3/8% Senior Notes due 2005 remains outstanding on December 15Letters of Credit exceeds such permitted amount of Tranche B-1 Letters of Credit, 2003 and (ii) if on or after such date the U.S. Borrower requests the U.S. Issuing Lender to issue a U.S. Letter of Credit having an expiry date after the date which is five Business Days before December 31, 2004, the U.S. Issuing Lender may, in its sole discretion, issue such requested U.S. Letter of Credit; provided, that (A) unless no amount of the Canadian Borrower's 9-3/8% Senior Notes due 2005 remains outstanding on December 31, 2004 (and, accordingly, the Revolving Credit Termination Date will not occur on December 31, 2004), the obligations of the L/C Participants to make payments to the U.S. Issuing Lender in respect of such U.S. drawings under any Letter of Credit shall permanently terminate on December 31be deemed to have been made first under Tranche B-1 Letters of Credit for so long as, 2004 and to the extent that, there are any undrawn Tranche B-1 Letters of Credit outstanding (and thereafter shall be deemed to have been made under Revolving Letters of Credit) and (Biii) the U.S. Issuing Lender, upon its request to the U.S. Borrower, shall have entered into an agreement with the U.S. Borrower requiring the U.S. Borrower to provide cash collateral to the U.S. Issuing Lender in respect of such U.S. any Letter of Credit pursuant that expires or terminates will be deemed to be first a Revolving Letter of Credit, for so long as, and to the extent that, there are outstanding Revolving Letters of Credit immediately prior to such terms and conditions as expiration or termination. To the U.S. Borrower and extent necessary to implement the U.S. Issuing Lender shall agree upon (it being agreed that any failure by foregoing, the U.S. Borrower to provide any such cash collateral or to comply with the terms identification of any agreement between the U.S. Borrower and the U.S. Issuing Lender relating to such cash collateral shall not prevent the termination of the obligations of the L/C Participants in respect of such U.S. a Letter of Credit as described above)a Revolving Letter of Credit or a Tranche B-1 Letter of Credit may change from time to time and a portion of a Letter of Credit may be deemed to be a Tranche B-1 Letter of Credit and the remainder be deemed to be a Revolving Letter of Credit.
Appears in 1 contract
Sources: Credit Agreement (Tenneco Inc)
L/C Commitments. (a) Prior to the Closing Date, the Existing Issuing Lender has issued the Existing Letters of Credit which, from and after the Closing Date, shall constitute Letters of Credit hereunder. Subject to the terms and conditions hereof, each U.S. the Issuing Lender, in reliance on the agreements of the other U.S. Revolving Credit Lenders set forth in Section 4.4(a2.20(d), agrees to issue standby letters of credit denominated in U.S. Dollars (the letters of credit issued on and after the Closing Date pursuant to this Section 4.1(a), together with the Existing “Letters of Credit, collectively, the "U.S. Letters of Credit"”) for the account of the U.S. Borrower on any Business Day during the Revolving Credit Commitment Period in such form as may be approved from time to time by such the Issuing Lender; provided, provided that no the Issuing Lender shall have any no obligation to issue any U.S. Letter of Credit if, after giving effect to such issuance, (i) the U.S. L/C Obligations Exposure would exceed the U.S. L/C Commitment or (ii) the aggregate amount of the Available U.S. Revolving Credit Commitments would be less than zero. Each U.S. Letter of Credit shall (i) be denominated in U.S. Dollars and (ii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date which that is five (5) Business Days prior to the Revolving Credit Termination Date, provided that any U.S. Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above); provided further that unless otherwise directed by the applicable Issuing Lender, the Borrower shall not be required to make a specific request to such Issuing Lender for any such renewal. Notwithstanding the foregoing, The Issuing Lender shall not at any time be obligated to issue any Letter of Credit if (i) if such issuance would conflict with, or cause the Issuing Lender to exceed any amount limits imposed by, any applicable requirement of Law (including any order, judgment or decree of any Governmental Authority or arbitrator shall that by its terms purports to enjoin or restrain the Canadian Borrower's 9-3/8% Senior Notes due 2005 remains outstanding Issuing Lender from issuing the Letter of Credit, or any Law applicable to the Issuing Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit, or request that the Issuing Lender refrain from, the issuance of letters of credit generally or the Letter of Credit in particular or shall impose upon the Issuing Lender with respect to the Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Lender is not otherwise compensated hereunder) not in effect on December 15the Closing Date, 2003 or shall impose upon the Issuing Lender any unreimbursed loss, cost or expense (for which the Issuing Lender is not otherwise compensated hereunder) which was not applicable on the Closing Date and which the Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it) or (ii) if on or after such date the U.S. Borrower requests issuance of the U.S. Issuing Lender to issue a U.S. Letter of Credit having an expiry date after the date which is five Business Days before December 31, 2004, the U.S. Issuing Lender may, in its sole discretion, issue such requested U.S. Letter of Credit; provided, that (A) unless no amount would violate one or more policies of the Canadian Borrower's 9-3/8% Senior Notes due 2005 remains outstanding on December 31, 2004 (and, accordingly, the Revolving Credit Termination Date will not occur on December 31, 2004), the obligations of the L/C Participants to make payments to the U.S. Issuing Lender in respect effect on the Closing Date applicable to letters of such U.S. Letter of Credit shall permanently terminate on December 31, 2004 and (B) the U.S. Issuing Lender, upon its request to the U.S. Borrower, shall have entered into an agreement with the U.S. Borrower requiring the U.S. Borrower to provide cash collateral to the U.S. Issuing Lender in respect of such U.S. Letter of Credit pursuant to such terms and conditions as the U.S. Borrower and the U.S. Issuing Lender shall agree upon (it being agreed that any failure by the U.S. Borrower to provide any such cash collateral or to comply with the terms of any agreement between the U.S. Borrower and the U.S. Issuing Lender relating to such cash collateral shall not prevent the termination of the obligations of the L/C Participants in respect of such U.S. Letter of Credit as described above)credit generally.
Appears in 1 contract
L/C Commitments. (a) Prior to the Closing Date, the Existing Issuing Lender has issued the Existing Letters of Credit which, from and after the Closing Date, shall constitute Letters of Credit hereunder. Subject to the terms and conditions hereof, each U.S. including, without limitation, entry of the DIP Order, the Issuing Lender, in reliance on the agreements of the other U.S. Revolving Credit Lenders set forth in Section 4.4(a2.2.4(a), agrees to issue letters (i) that the Existing Letters of credit (the letters of credit Credit set forth on Schedule 5 shall be deemed issued under this Agreement on and after the Closing Date pursuant and shall constitute Letters of Credit for all purposes hereunder and under the Loan Documents, (ii) from time to this Section 4.1(a)time on any Business Day on and after the Closing Date but prior to the entry of the Final Order, together with the to renew or extend Existing Letters of CreditCredit or replace an Existing Letter of Credit that has expired or terminated without being drawn, collectively, the "U.S. and (iii) agrees to issue Letters of Credit") Credit for the account of the U.S. Borrower or any of its Subsidiaries on any Business Day during from the Revolving Credit beginning of the date of the entry of the Final Order until the end of the Commitment Period in such form as may be approved from time to time by such the Issuing Lender; provided, provided that no the Issuing Lender shall have any no obligation to issue any U.S. Letter of Credit if, after giving effect to such issuance, (i) the U.S. L/C Obligations would exceed the U.S. L/C Commitment or $120,000,000, (ii) the aggregate amount L/C Exposure of any Issuing Lender would exceed such Issuing Lender’s L/C Commitment, (iii) the Credit Exposure of any Lender would exceed such Lender’s Commitment, (iv) 105% of the Available U.S. Revolving Dollar Equivalent of the L/C Obligations attributable to Letters of Credit Commitments denominated in Alternate Currencies would exceed the lesser of (A) $40,000,000 and (B) the Availability or (v) the Aggregate Exposure would exceed the lesser of (A) the Aggregate Commitment and (B) the Borrowing Base. Without limiting the foregoing (i) each such Existing Letter of Credit shall be less than zero. included in the calculation of the L/C Exposure, (ii) all liabilities of the Borrower and the other Loan Parties with respect to such Existing Letters of Credit shall constitute Obligations and (iii) each Lender shall have reimbursement obligations with respect to such Existing Letters of Credit as provided in Section 2.2.4.
(b) Each U.S. Letter of Credit shall (i) be denominated in U.S. Dollars or, if agreed by the Issuing Lender, any Alternate Currency and (ii) expire no later than the earlier Termination Date. Notwithstanding the foregoing, any Letter of Credit issued or deemed issues pursuant to Section 2.2.1(a) hereunder (xincluding Existing Letters of Credit) may, in the first anniversary sole discretion of its date the Issuing Lender with respect to Letters of issuance and (y) Credit other than Existing Letters of Credit, expire after the date which is five Business Days prior to the Revolving Credit Termination Date, provided that any U.S. Letter of Credit with a one-year term may the Borrower shall provide for the renewal thereof for additional one-year periods (which shall cash collateral in no event extend beyond the date referred an amount equal to in clause (y) above). Notwithstanding the foregoing, (i) if any amount of the Canadian Borrower's 9-3/8105% Senior Notes due 2005 remains outstanding on December 15, 2003 and (ii) if on or after such date the U.S. Borrower requests the U.S. Issuing Lender to issue a U.S. Letter of Credit having an expiry date after the date which is five Business Days before December 31, 2004, the U.S. Issuing Lender may, in its sole discretion, issue such requested U.S. Letter of Credit; provided, that (A) unless no amount of the Canadian Borrower's 9-3/8% Senior Notes due 2005 remains outstanding on December 31, 2004 (and, accordingly, the Revolving Credit Termination Date will not occur on December 31, 2004), the obligations of the L/C Participants Obligations (or, as applicable, the U.S. Dollar Equivalent of such L/C Obligations with respect to make payments Letters of Credit issued in Alternative Currencies) in respect of any such outstanding Letter of Credit to the U.S. Issuing Lender at least 30 days prior to the Termination Date and enter into a reimbursement agreement on terms acceptable to the applicable Issuing Lender, which such amount shall be (A) deposited by the Borrower in an account with and in the name of the Issuing Lender and (B) held by such Issuing Lender for the satisfaction of the Borrower’s reimbursement obligations in respect of such U.S. Letter of Credit shall permanently terminate on December 31, 2004 and until the expiration of such Letter of Credit.
(Bc) the U.S. Issuing Lender, upon its request to the U.S. Borrower, shall have entered into an agreement with the U.S. Borrower requiring the U.S. Borrower to provide cash collateral to the U.S. The Issuing Lender in respect of such U.S. shall not at any time be obligated to issue any Letter of Credit pursuant to if such terms and conditions as issuance would conflict with, or cause the U.S. Borrower and the U.S. Issuing Lender shall agree upon (it being agreed that or any failure by the U.S. Borrower to provide any such cash collateral or to comply with the terms of any agreement between the U.S. Borrower and the U.S. Issuing Lender relating to such cash collateral shall not prevent the termination of the obligations of the L/C Participants in respect Participant to exceed any limits imposed by, any applicable requirement of such U.S. Letter of Credit as described above)law.
Appears in 1 contract
Sources: Senior Secured Debtor in Possession Credit Agreement (Superior Energy Services Inc)
L/C Commitments. (a) Prior to the Closing Date, the Existing Issuing Lender has issued the Existing Letters of Credit which, from and after the Closing Date, shall constitute Letters of Credit hereunder. Subject to the terms and conditions hereof, each U.S. the Issuing Lender, in reliance on the agreements of the other U.S. Revolving Credit Lenders set forth in Section 4.4(a2.2.4(a), agrees to issue letters of credit (the letters of credit issued on and after the Closing Date pursuant to this Section 4.1(a), together with the Existing Letters of Credit, collectively, the "U.S. Letters of Credit") Credit for the account of the U.S. Borrower or any of its Subsidiaries on any Business Day during the Revolving Credit Commitment Period in such form as may be approved from time to time by such the Issuing Lender; provided, provided that no the Issuing Lender shall have any no obligation to issue any U.S. Letter of Credit if, after giving effect to such issuance, (i) the U.S. L/C Obligations would exceed the U.S. L/C Commitment or $100,000,000, (ii) the aggregate amount L/C Exposure of any Issuing Lender would exceed such Issuing Lender’s L/C Commitment, (iii) the Credit Exposure of any Lender would exceed such Lender’s Commitment, (iv) 105% of the Available U.S. Revolving Dollar Equivalent of the L/C Obligations attributable to Letters of Credit Commitments denominated in Alternate Currencies would exceed the lesser of (A) $25,000,000 and (B) the Availability or (v) the Aggregate Exposure would exceed the lesser of (A) the Aggregate Commitment, (B) the Borrowing Base and (C) the Availability Blocker, if applicable. The parties hereto agree that the Existing Letters of Credit and Foreign Letters of Credit set forth on Schedule 5 will automatically, without any further action on the part of any Person, be less than zerodeemed to be Letters of Credit hereunder issued hereunder. Without limiting the foregoing (i) each such Existing Letter of Credit and Foreign Letter of Credit shall be included in the calculation of the L/C Exposure, (ii) all liabilities of the Borrower and the other Loan Parties with respect to such Existing Letters of Credit and Foreign Letters of Credit shall constitute Obligations and (iii) each Lender shall have reimbursement obligations with respect to such Existing Letters of Credit and Foreign Letters of Credit as provided in Section 2.2.4.
(b) Each U.S. Letter of Credit shall (i) be denominated in U.S. Dollars or, if agreed by the Issuing Lender, any Alternate Currency and (ii) expire no later than the earlier Termination Date. Notwithstanding the foregoing, any Letter of (x) Credit issued hereunder may, in the first anniversary sole discretion of its date of issuance and (y) the Issuing Lender, expire after the Termination Date but on or before the date which that is five Business Days prior to 90 days after the Revolving Credit Termination Date, provided that any U.S. Letter of Credit with a one-year term may the Borrower shall provide for the renewal thereof for additional one-year periods (which shall cash collateral in no event extend beyond the date referred an amount equal to in clause (y) above). Notwithstanding the foregoing, (i) if any amount of the Canadian Borrower's 9-3/8105% Senior Notes due 2005 remains outstanding on December 15, 2003 and (ii) if on or after such date the U.S. Borrower requests the U.S. Issuing Lender to issue a U.S. Letter of Credit having an expiry date after the date which is five Business Days before December 31, 2004, the U.S. Issuing Lender may, in its sole discretion, issue such requested U.S. Letter of Credit; provided, that (A) unless no amount of the Canadian Borrower's 9-3/8% Senior Notes due 2005 remains outstanding on December 31, 2004 (and, accordingly, the Revolving Credit Termination Date will not occur on December 31, 2004), the obligations of the L/C Participants to make payments Obligations in respect of any such outstanding Letter of Credit to the U.S. Issuing Lender at least 30 days prior to the Termination Date, which such amount shall be (A) deposited by the Borrower in an account with and in the name of the Issuing Lender and (B) held by such Issuing Lender for the satisfaction of the Borrower’s reimbursement obligations in respect of such U.S. Letter of Credit shall permanently terminate on December 31until the expiration of such Letter of Credit. Any Letter of Credit issued with an expiration date beyond the Termination Date shall, 2004 and (B) the U.S. Issuing Lender, upon its request to the U.S. Borrowerextent of any undrawn amount remaining thereunder on the Termination Date, shall have entered into an agreement with cease to be a “Letter of Credit” outstanding under this Agreement for purposes of the U.S. Borrower requiring the U.S. Borrower Lenders’ obligations to provide cash collateral to the U.S. Issuing Lender participate in respect of such U.S. Letter Letters of Credit pursuant to such terms and conditions as the U.S. Borrower and the U.S. this Agreement.
(c) The Issuing Lender shall agree upon (it being agreed that not at any failure by time be obligated to issue any Letter of Credit if such issuance would conflict with, or cause the U.S. Borrower to provide any such cash collateral or to comply with the terms of any agreement between the U.S. Borrower and the U.S. Issuing Lender relating to such cash collateral shall not prevent the termination of the obligations of the or any L/C Participants in respect Participant to exceed any limits imposed by, any applicable requirement of such U.S. Letter of Credit as described above)law.
Appears in 1 contract
L/C Commitments. (a) Prior to the Closing Date, the Existing Issuing Lender has issued the Existing Letters of Credit which, from and after the Closing Date, shall constitute Letters of Credit hereunder. Subject to the terms and conditions hereof, each U.S. the Issuing Lender, in reliance on the agreements of the other U.S. Revolving Credit Lenders set forth in this Section 4.4(a)3, agrees to issue letters of credit (the letters of credit issued on and after the Closing Date pursuant to this Section 4.1(a), together with the Existing “Letters of Credit, collectively, the "U.S. Letters of Credit"”) for the account of the U.S. Borrower (or for the joint and several account of the Borrower and any Subsidiary) on any Business Day during the Revolving Credit Commitment Period in such form as may be approved from time to time by such the Issuing Lender; provided, provided that no the Issuing Lender shall have any no obligation to issue any U.S. Letter of Credit if, after giving effect to such issuance, (i) the U.S. L/C Obligations aggregate amount of the Available Revolving Commitments would exceed the U.S. L/C Commitment be less than zero or (ii) the aggregate undrawn amount of outstanding Letters of Credit and unpaid Reimbursement Obligations under the Available U.S. Revolving Credit Commitments Facility would be less than zeroexceed $200,000,000. Each U.S. Letter of Credit shall (i) be denominated in U.S. Dollars and (ii) expire (or be subject to termination by notice from the Issuing Lender to the beneficiary thereof) no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date which that is five Business Days prior to the Revolving Credit Termination Date, provided that any U.S. Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the applicable date referred to in clause (y) above). Notwithstanding the foregoing, .
(ib) if any amount of the Canadian Borrower's 9-3/8% Senior Notes due 2005 remains outstanding on December 15, 2003 and (ii) if on or after such date the U.S. Borrower requests the U.S. The Issuing Lender shall not at any time be obligated to issue a U.S. any Letter of Credit having an expiry date after hereunder if such issuance would conflict with, or cause the date which is five Business Days before December 31, 2004, the U.S. Issuing Lender may, in its sole discretion, issue such requested U.S. Letter of Credit; provided, that (A) unless no amount of the Canadian Borrower's 9-3/8% Senior Notes due 2005 remains outstanding on December 31, 2004 (and, accordingly, the Revolving Credit Termination Date will not occur on December 31, 2004), the obligations of the or any L/C Participants Participant to make payments to exceed any limits imposed by, any applicable Requirement of Law.
(c) On the U.S. Issuing Lender in respect of such U.S. Letter Closing Date, the Existing Letters of Credit shall permanently terminate will automatically, without any action on December 31the part of any Person, 2004 and (B) the U.S. Issuing Lender, upon its request be deemed to the U.S. Borrower, shall have entered into an agreement with the U.S. Borrower requiring the U.S. Borrower to provide cash collateral to the U.S. Issuing Lender in respect of such U.S. Letter be Letters of Credit pursuant to such terms and conditions as issued hereunder on the U.S. Closing Date for the account of the Borrower for all purposes of this Agreement and the U.S. Issuing Lender shall agree upon (it being agreed that any failure by the U.S. Borrower to provide any such cash collateral or to comply with the terms of any agreement between the U.S. Borrower and the U.S. Issuing Lender relating to such cash collateral shall not prevent the termination of the obligations of the L/C Participants in respect of such U.S. Letter of Credit as described above)other Loan Documents.
Appears in 1 contract
Sources: Credit Agreement (Tenneco Inc)
L/C Commitments. (a) Prior Notwithstanding any provision to the Closing Datecontrary contained herein, the Existing an Issuing Lender has issued the Existing Letters of Credit which, from and after the Closing Date, Bank shall constitute Letters of Credit hereunder. Subject to the terms and conditions hereof, each U.S. Issuing Lender, in reliance on the agreements of the other U.S. Revolving Credit Lenders set forth in Section 4.4(a), agrees to issue letters of credit (the letters of credit issued on and after the Closing Date pursuant to this Section 4.1(a), together with the Existing Letters of Credit, collectively, the "U.S. Letters of Credit") for the account of the U.S. Borrower on any Business Day during the Revolving Credit Commitment Period in such form as may be approved from time to time by such Issuing Lender; provided, that under no Issuing Lender shall have any obligation to issue issue, amend, extend, reinstate or renew any U.S. Letter of Credit if, :
(i) after giving effect to such issuance, amendment, extension, reinstatement or renewal, (iA) the U.S. aggregate face amount of outstanding Letters of Credit issued by such Issuing Bank would exceed such Issuing Bank’s L/C Obligations would exceed Issuing Bank Sublimit, (B) the U.S. aggregate L/C Commitment Exposure shall exceed the L/C Sublimit or (C) the Aggregate Credit Exposure shall exceed the Total Commitment;
(ii) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Bank from issuing such Letter of Credit, or any law applicable to such Issuing Bank shall prohibit, or any Governmental Authority shall request that such Issuing Bank refrain from, the aggregate amount issuance of the Available U.S. Revolving Credit Commitments would be less than zero. Each U.S. letters of credit generally or such Letter of Credit in particular or shall (i) be denominated in U.S. Dollars and (ii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date which is five Business Days prior impose upon such Issuing Bank with respect to the Revolving Credit Termination Date, provided that any U.S. such Letter of Credit with a one-year term may provide any restriction, reserve or capital requirement (for which such Issuing Bank is not otherwise compensated hereunder) not in effect on the renewal thereof for additional one-year periods Effective Date, or shall impose upon such Issuing Bank any unreimbursed loss, cost or expense that was not applicable on the Effective Date and that such Issuing Bank in good ▇▇▇▇▇ ▇▇▇▇▇ material to it;
(which shall in no event extend beyond iii) the date referred to in clause (y) above). Notwithstanding the foregoing, (i) if any amount issuance of the Canadian Borrower's 9-3/8% Senior Notes due 2005 remains outstanding on December 15, 2003 and (ii) if on or after such date the U.S. Borrower requests the U.S. Issuing Lender to issue a U.S. Letter of Credit having would violate one or more policies of such Issuing Bank applicable to letters of credit generally;
(iv) except as otherwise agreed by the Administrative Agent and such Issuing Bank, such Letter of Credit is in an expiry date after initial amount less than $75,000;
(v) any Lender is at that time a Defaulting Lender, unless such Issuing Bank has entered into arrangements, including the date which is five Business Days before December 31delivery of Cash Collateral, 2004, the U.S. satisfactory to such Issuing Lender may, Bank (in its sole discretion, issue ) with the Borrowers or such requested U.S. Lender to eliminate such Issuing Bank’s actual or potential Fronting Exposure (after giving effect to Section 2.24(a)(iv)) with respect to the Defaulting Lender arising from either such Letter of CreditCredit then proposed to be issued or such Letter of Credit and all other L/C Exposure as to which such Issuing Bank has actual or potential Fronting Exposure, as it may elect in its sole discretion; providedor
(vi) in the case of any such amendment, that (A) unless such Issuing Bank would have no amount of the Canadian Borrower's 9-3/8% Senior Notes due 2005 remains outstanding on December 31, 2004 (and, accordingly, the Revolving Credit Termination Date will not occur on December 31, 2004), the obligations of the L/C Participants obligation at such time to make payments to the U.S. Issuing Lender in respect of issue such U.S. Letter of Credit shall permanently terminate on December 31, 2004 and in its amended form under the terms hereof or (B) the U.S. Issuing Lender, upon its request to the U.S. Borrower, shall have entered into an agreement with the U.S. Borrower requiring the U.S. Borrower to provide cash collateral to the U.S. Issuing Lender in respect beneficiary of such U.S. Letter of Credit pursuant does not accept the proposed amendment to such terms and conditions as the U.S. Borrower and the U.S. Issuing Lender shall agree upon (it being agreed that any failure by the U.S. Borrower to provide any such cash collateral or to comply with the terms of any agreement between the U.S. Borrower and the U.S. Issuing Lender relating to such cash collateral shall not prevent the termination of the obligations of the L/C Participants in respect of such U.S. Letter of Credit as described above)Credit.
Appears in 1 contract
L/C Commitments. (a) Prior to the Closing Date, the Existing Issuing Lender has issued the Existing Letters of Credit which, from and after the Closing Date, shall constitute Letters of Credit hereunder. Subject to the terms and conditions hereof, each U.S. the Issuing Lender, in reliance on the agreements of the other U.S. Revolving Credit Lenders set forth in Section 4.4(a3.4(a), agrees to issue letters of credit (the letters of credit issued on standby and after the Closing Date pursuant to this Section 4.1(a), together with the Existing trade Letters of Credit, collectively, the "U.S. Letters of Credit") Credit for the account of the U.S. Borrower Borrowers on any Business Day during from the Closing Date through but not including the tenth (10th) Business Day prior to the Revolving Credit Commitment Period Termination Date in such form as may be approved from time to time by such the Issuing Lender; provided, that no the Issuing Lender shall have any no obligation to issue any U.S. Letter of Credit if, after giving effect to such issuance, (i) the U.S. L/C Obligations would exceed the U.S. L/C Commitment or (ii) the aggregate amount of the Available U.S. Revolving Credit Commitments Commitment of any Lender would be zero or less than zero. Each U.S. Letter of Credit (other than the Revenue Bond Letter of Credit) shall (iA) be denominated in U.S. Dollars and in a minimum amount of $5,000, (iiB) be a standby letter of credit or trade letter of credit issued to support obligations of the Borrowers or any of their Subsidiaries, contingent or otherwise, incurred in the ordinary course of business, (C) expire on a date satisfactory to the Issuing Lender, which date shall be no later than the earlier of (x1) the first anniversary of one (1) year after its date of issuance and (y2) the date which is five tenth (10th) Business Days Day prior to the Revolving Credit Termination DateDate and (iv) be subject to the Uniform Customs and/or ISP 98, provided that any U.S. as set forth in the Application or as determined by the Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of North Carolina.
(b) Subject to the terms and conditions hereof, the Issuing Lender, in reliance on the agreements of the other Lenders, if any, set forth in Section 3.4(b), agrees to maintain the Revenue Bond Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond account of the date referred to in clause (y) above). Notwithstanding Company from the foregoingClosing Date through and including July 31, 2006; provided, that, so long as (i) if any amount no default or event of default shall have occurred under the Canadian Borrower's 9-3/8% Senior Notes due 2005 remains outstanding on December 15, 2003 Revenue Bond Letter of Credit or the related reimbursement documents and (ii) if on no Default or after such date the U.S. Borrower requests the U.S. Issuing Lender to issue a U.S. Letter Event of Credit having an expiry date after the date which is five Business Days before December 31, 2004Default has occurred under this Agreement, the U.S. Issuing Lender mayLender, may in its sole discretion, issue such requested U.S. annually renew the Revenue Bond Letter of Credit; provided, that (A) unless no amount of the Canadian Borrower's 9-3/8% Senior Notes due 2005 remains outstanding on December Credit for a period ending July 31, 2004 2008. The Existing Letters of Credit shall be deemed to be Letters of Credit issued under and pursuant to the terms of this Agreement.
(andc) The Issuing Lender shall not at any time be obligated to issue or maintain any Letter of Credit hereunder if such issuance or maintenance would conflict with, accordingly, or cause the Revolving Credit Termination Date will not occur on December 31, 2004), the obligations of the Issuing Lender or any L/C Participants Participant to make payments exceed any limits imposed by, any Applicable Law. References herein to "issue", "maintain" and derivations thereof with respect to the U.S. Issuing Lender in respect of such U.S. Letter Letters of Credit shall permanently terminate on December 31, 2004 and (B) the U.S. Issuing Lender, upon its request to the U.S. Borrower, shall have entered into an agreement with the U.S. Borrower requiring the U.S. Borrower to provide cash collateral to the U.S. Issuing Lender in respect of such U.S. Letter of Credit pursuant to such terms and conditions as the U.S. Borrower and the U.S. Issuing Lender shall agree upon (it being agreed that any failure by the U.S. Borrower to provide any such cash collateral also include extensions or to comply with the terms modifications of any agreement between existing Letters of Credit, unless the U.S. Borrower and the U.S. Issuing Lender relating to such cash collateral shall not prevent the termination of the obligations of the L/C Participants in respect of such U.S. Letter of Credit as described above)context otherwise requires.
Appears in 1 contract
Sources: Credit Agreement (Belk Inc)
L/C Commitments. (a) Prior to the Closing Date, the Existing Issuing Lender has issued the Existing Letters of Credit which, from and after the Closing Date, shall constitute Letters of Credit hereunder. Subject to the terms and conditions hereof, each U.S. Issuing Lender, in reliance on the agreements of the other U.S. Revolving Credit Lenders set forth in this Section 4.4(a)3, agrees to issue letters of credit (the provided that Barclays Bank PLC and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Bank, N.A. shall only be required to issue standby letters of credit issued on and after the Closing Date pursuant to this Section 4.1(a), together with the Existing credit) (“Letters of Credit, collectively, the "U.S. Letters of Credit"”) for the account of any Borrower (or for the U.S. joint and several account of any Borrower and any Subsidiary) on any Business Day during the Revolving Credit Commitment Period in such form as may be approved from time to time by such Issuing Lender; provided, provided that no such Issuing Lender shall have any no obligation to issue any U.S. Letter of Credit if, after giving effect to such issuance, (i) the U.S. then outstanding L/C Obligations of such Issuing Lender would exceed the U.S. such Issuing Lender’s L/C Commitment or then in effect, (ii) the aggregate amount of the Available U.S. Revolving Credit Commitments would be less than zerozero or (iii) the aggregate undrawn amount of outstanding Letters of Credit and unpaid Reimbursement Obligations under the Revolving Facility would exceed $200,000,000. Each U.S. Letter of Credit shall (i) be denominated in U.S. Dollars and (ii) expire (or be subject to termination by notice from the relevant Issuing Lender to the beneficiary thereof) no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date which that is five Business Days prior to the Revolving Credit Termination Date, provided that any U.S. Letter of Credit with a one-year term may provide for the renewal automatic extension thereof for additional one-year periods (each, an “Auto-Extension Letter of Credit”) (which shall in no event extend beyond the applicable date referred to in clause (y) above). Notwithstanding ; provided that any such Auto-Extension Letter of Credit must, if requested by the foregoingIssuing Lender, (i) if any amount of permit the Canadian Borrower's 9-3/8% Senior Notes due 2005 remains outstanding on December 15, 2003 and (ii) if on or after such date the U.S. Borrower requests the U.S. Issuing Lender to issue prevent any such extension 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 U.S. day (the “Non-Extension Notice Date”) in each such twelve-month period to be agreed upon at the time such Letter of Credit having an expiry date after is issued. If a Borrower requests a commercial letter of credit, such commercial letter of credit shall be subject to such additional terms as the date which is five Business Days before December 31, 2004, the U.S. Issuing Lender may, in its sole discretion, may reasonably require.
(b) No Issuing Lender shall at any time be obligated to issue such requested U.S. any Letter of Credit; providedCredit hereunder if such issuance would conflict with, that (A) unless no amount of the Canadian Borrower's 9-3/8% Senior Notes due 2005 remains outstanding on December 31, 2004 (and, accordingly, the Revolving Credit Termination Date will not occur on December 31, 2004), the obligations of the or cause such Issuing Lender or any L/C Participants Participant to make payments to exceed any limits imposed by, any applicable Requirement of Law.
(c) On the U.S. Issuing Lender in respect of such U.S. Letter Closing Date, the Existing Letters of Credit shall permanently terminate will automatically, without any action on December 31the part of any Person, 2004 and (B) the U.S. Issuing Lender, upon its request be deemed to the U.S. Borrower, shall have entered into an agreement with the U.S. Borrower requiring the U.S. Borrower to provide cash collateral to the U.S. Issuing Lender in respect of such U.S. Letter be Letters of Credit pursuant to such terms and conditions as issued hereunder on the U.S. Borrower Closing Date for the account of the Company for all purposes of this Agreement and the U.S. Issuing Lender shall agree upon (it being agreed that any failure by the U.S. Borrower to provide any such cash collateral or to comply with the terms of any agreement between the U.S. Borrower and the U.S. Issuing Lender relating to such cash collateral shall not prevent the termination of the obligations of the L/C Participants in respect of such U.S. Letter of Credit as described above)other Loan Documents.
Appears in 1 contract
Sources: Credit Agreement (Tenneco Inc)
L/C Commitments. (a) Prior to the Closing Date, the Existing Issuing Lender has issued the Existing Letters of Credit which, from and after the Closing Date, shall constitute Letters of Credit hereunder. Subject to the terms and conditions hereof, each U.S. Issuing Lender, in reliance on the agreements of the other U.S. Revolving Credit Lenders set forth in this Section 4.4(a)3, agrees to issue letters of credit (the provided that Barclays Bank PLC shall only be required to issue standby letters of credit issued on and after the Closing Date pursuant to this Section 4.1(a), together with the Existing credit) (“Letters of Credit, collectively, the "U.S. Letters of Credit"”) for the account of any Borrower (or for the U.S. joint and several account of any Borrower and any Subsidiary) on any Business Day during the Revolving Credit Commitment Period in such form as may be approved from time to time by such Issuing Lender; providedprovided that such Issuing Lender shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, the then outstanding L/C Obligations of such Issuing Lender would exceed such Issuing Lender’s L/C Commitment then in effect (it being understood that, notwithstanding Bank of America, N.A.’s L/C Commitment then in effect, Bank of America, N.A. and the Company agree that Bank of America, N.A. shall remain the Issuing Lender in respect of the Existing Letters of Credit); provided further that no Issuing Lender shall have any obligation to issue any U.S. Letter of Credit if, after giving effect to such issuance, (i) the U.S. L/C Obligations aggregate amount of the Available Revolving Commitments would exceed the U.S. L/C Commitment be less than zero or (ii) the aggregate undrawn amount of outstanding Letters of Credit and unpaid Reimbursement Obligations under the Available U.S. Revolving Credit Commitments Facility would be less than zeroexceed $200,000,000. Each U.S. Letter of Credit shall (i) be denominated in U.S. Dollars (other than any Existing Letter of Credit denominated in a Foreign Currency) and (ii) expire (or be subject to termination by notice from the relevant Issuing Lender to the beneficiary thereof) no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date which that is five Business Days prior to the Revolving Credit Termination Date, ; provided that any U.S. Letter of Credit with a one-year term may provide for the renewal automatic extension thereof for additional one-year periods (each, an “Auto-Extension Letter of Credit”) (which shall in no event extend beyond the applicable date referred to in clause (y) aboveabove except to the extent cash collateralized or backstopped pursuant to arrangements reasonably acceptable to the relevant Issuing Lender and the applicable Borrower). Notwithstanding ; provided that any such Auto-Extension Letter of Credit must, if requested by the foregoingIssuing Lender, (i) if any amount of permit the Canadian Borrower's 9-3/8% Senior Notes due 2005 remains outstanding on December 15, 2003 and (ii) if on or after such date the U.S. Borrower requests the U.S. Issuing Lender to issue prevent any such extension 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 U.S. day (the “Non-Extension Notice Date”) in each such twelve-month period to be agreed upon at the time such Letter of Credit having an expiry date after is issued. If a Borrower requests a commercial letter of credit, such commercial letter of credit shall be subject to such additional terms as the date which is five Business Days before December 31, 2004, the U.S. Issuing Lender may, in its sole discretion, may reasonably require.
(b) No Issuing Lender shall at any time be obligated to issue such requested U.S. any Letter of Credit; providedCredit hereunder if such issuance would conflict with, that (A) unless no amount of the Canadian Borrower's 9-3/8% Senior Notes due 2005 remains outstanding on December 31, 2004 (and, accordingly, the Revolving Credit Termination Date will not occur on December 31, 2004), the obligations of the or cause such Issuing Lender or any L/C Participants Participant to make payments to exceed any limits imposed by, any applicable Requirement of Law.
(c) On the U.S. Issuing Lender in respect of such U.S. Letter Closing Date, the Existing Letters of Credit shall permanently terminate will automatically, without any action on December 31the part of any Person, 2004 and (B) the U.S. Issuing Lender, upon its request be deemed to the U.S. Borrower, shall have entered into an agreement with the U.S. Borrower requiring the U.S. Borrower to provide cash collateral to the U.S. Issuing Lender in respect of such U.S. Letter be Letters of Credit pursuant to such terms and conditions as issued hereunder on the U.S. Borrower Closing Date for the account of the Company for all purposes of this Agreement and the U.S. Issuing Lender shall agree upon (it being agreed that any failure by the U.S. Borrower to provide any such cash collateral or to comply with the terms of any agreement between the U.S. Borrower and the U.S. Issuing Lender relating to such cash collateral shall not prevent the termination of the obligations of the L/C Participants in respect of such U.S. Letter of Credit as described above)other Loan Documents.
Appears in 1 contract
Sources: Credit Agreement (Tenneco Inc)
L/C Commitments. (a) Prior to the Closing Date, the Existing Issuing Lender has issued the Existing Letters of Credit which, from and after the Closing Date, shall constitute Letters of Credit hereunder. Subject to the terms and conditions hereof, each U.S. Issuing Lender, in reliance on the agreements of the other U.S. Revolving Credit Lenders set forth in Section 4.4(a3.4(a), agrees to issue letters of credit (the letters of credit issued on Issue standby and after the Closing Date pursuant to this Section 4.1(a), together with the Existing trade Letters of Credit, collectively, the "U.S. Letters of Credit") Credit for the account of the U.S. Borrower Borrowers on any Business Day during from the Closing Date through but not including the tenth (10th) Business Day prior to the Revolving Credit Commitment Period Termination Date in such form as may be approved from time to time by such Issuing Lender; provided, that no Issuing Lender shall have Issue any obligation to issue any U.S. Letter Letters of Credit if, after giving effect to any such issuanceIssuance, (i) the U.S. L/C Obligations with respect to Letters of Credit Issued by such Issuing Lender would exceed the U.S. L/C Commitment or of such Issuing Lender, (ii) the aggregate amount L/C Obligations of the Issuing Lenders would exceed the Aggregate L/C Commitment, or (iii) the Available U.S. Revolving Credit Commitments Commitment of any Lender would be zero or less than zero. Each U.S. Letter of Credit shall (iA) be denominated in U.S. Dollars and in a minimum amount of $5,000, (iiB) be a standby letter of credit or trade letter of credit Issued to support obligations of the Borrowers or any of their Subsidiaries, contingent or otherwise, incurred in the ordinary course of business, (C) expire on a date satisfactory to the Issuing Lender, which date shall be no later than the earlier of (x1) the first anniversary of one (1) year after its date of issuance Issuance (subject to any automatic extensions permitted below) and (y2) the date which is five tenth (10th) Business Days Day prior to the Revolving Credit Termination DateDate and (iii) be subject to the Uniform Customs and/or ISP 98, provided that as set forth in the Application or as determined by the Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of North Carolina. The Issuing Lender shall not at any U.S. time be obligated to Issue or maintain any Letter of Credit with a one-year term may provide for hereunder if such Issuance or maintenance would conflict with, or cause the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above). Notwithstanding the foregoing, (i) if any amount of the Canadian Borrower's 9-3/8% Senior Notes due 2005 remains outstanding on December 15, 2003 and (ii) if on or after such date the U.S. Borrower requests the U.S. Issuing Lender to issue a U.S. Letter of Credit having an expiry date after the date which is five Business Days before December 31, 2004, the U.S. Issuing Lender may, in its sole discretion, issue such requested U.S. Letter of Credit; provided, that (A) unless no amount of the Canadian Borrower's 9-3/8% Senior Notes due 2005 remains outstanding on December 31, 2004 (and, accordingly, the Revolving Credit Termination Date will not occur on December 31, 2004), the obligations of the or any L/C Participants Participant to make payments to the U.S. Issuing Lender in respect of such U.S. Letter of Credit shall permanently terminate on December 31exceed any limits imposed by, 2004 and (B) the U.S. Issuing Lender, upon its request to the U.S. Borrower, shall have entered into an agreement with the U.S. Borrower requiring the U.S. Borrower to provide cash collateral to the U.S. Issuing Lender in respect of such U.S. Letter of Credit pursuant to such terms and conditions as the U.S. Borrower and the U.S. Issuing Lender shall agree upon (it being agreed that any failure by the U.S. Borrower to provide any such cash collateral or to comply with the terms of any agreement between the U.S. Borrower and the U.S. Issuing Lender relating to such cash collateral shall not prevent the termination of the obligations of the L/C Participants in respect of such U.S. Letter of Credit as described above)Applicable Law.
Appears in 1 contract
Sources: Credit Agreement (Belk Inc)
L/C Commitments. (a) Prior to the Closing Date, the Existing Issuing Lender has issued the Existing Letters of Credit which, from and after the Closing Date, shall constitute Letters of Credit hereunder. Subject to the terms and conditions hereof, each U.S. Issuing Lender, in reliance on the agreements of the other U.S. Revolving Credit Lenders set forth in this Section 4.4(a)3, agrees to issue standby letters of credit (the letters of credit issued on and after the Closing Date pursuant to this Section 4.1(a), together with the Existing “Letters of Credit, collectively, the "U.S. Letters of Credit"”) for the account of any Borrower (or for the U.S. joint and several account of any Borrower and Parent or any of its Subsidiaries) on any Business Day during the Revolving Credit Commitment Period in such form as may be approved from time to time by such Issuing Lender; provided, provided that no such Issuing Lender shall have any no obligation to issue any U.S. Letter of Credit if, after giving effect to such issuance, (i) the U.S. then outstanding L/C Obligations of such Issuing Lender would exceed the U.S. such Issuing Lender’s L/C Commitment then in effect or (ii) such issuance would result in more than a total of 20 Letters of Credit outstanding; provided further that no Issuing Lender shall issue any Letter of Credit if, after giving effect to such issuance, (i) the aggregate amount of the Available U.S. Revolving Credit Commitments would be less than zerozero or (ii) the aggregate undrawn amount of outstanding Letters of Credit and unpaid Reimbursement Obligations under the Revolving Facility would exceed $30,000,000. Each U.S. Letter of Credit shall (i) be denominated in U.S. Dollars or any Foreign Currency and (ii) expire (or be subject to termination by notice from the relevant Issuing Lender to the beneficiary thereof) no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date which is five Business Days prior to the Revolving Letter of Credit Termination Expiration Date, ; provided that any U.S. Letter of Credit with a one-year term may provide for the renewal automatic extension thereof for additional one-year periods (each, an “Auto-Extension Letter of Credit”) (which shall in no event extend beyond the date referred Letter of Credit Expiration Date except to in clause (y) abovethe extent cash collateralized or backstopped pursuant to arrangements reasonably acceptable to the relevant Issuing Lender and the applicable Borrower). Notwithstanding ; provided that any such Auto-Extension Letter of Credit must, if requested by the foregoingIssuing Lender, (i) if any amount of permit the Canadian Borrower's 9-3/8% Senior Notes due 2005 remains outstanding on December 15, 2003 and (ii) if on or after such date the U.S. Borrower requests the U.S. Issuing Lender to issue prevent any such extension 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 U.S. day in each such twelve-month period to be agreed upon at the time such Letter of Credit having an expiry date after the date which is five Business Days before December 31, 2004, the U.S. issued.
(b) No Issuing Lender may, in its sole discretion, shall at any time be obligated to issue such requested U.S. any Letter of Credit; providedCredit hereunder if such issuance would conflict with, that (A) unless no amount of the Canadian Borrower's 9-3/8% Senior Notes due 2005 remains outstanding on December 31, 2004 (and, accordingly, the Revolving Credit Termination Date will not occur on December 31, 2004), the obligations of the or cause such Issuing Lender or any L/C Participants Participant to make payments to the U.S. exceed any limits imposed by, any applicable Requirement of Law or any pre-existing generally applicable internal policies of such Issuing Lender in respect of such U.S. Letter applicable to Letters of Credit shall permanently terminate on December 31, 2004 and (B) the U.S. issued by such Issuing Lender, upon its request to the U.S. Borrower, shall have entered into an agreement with the U.S. Borrower requiring the U.S. Borrower to provide cash collateral to the U.S. Issuing Lender in respect of such U.S. Letter of Credit pursuant to such terms and conditions as the U.S. Borrower and the U.S. Issuing Lender shall agree upon (it being agreed that any failure by the U.S. Borrower to provide any such cash collateral or to comply with the terms of any agreement between the U.S. Borrower and the U.S. Issuing Lender relating to such cash collateral shall not prevent the termination of the obligations of the L/C Participants in respect of such U.S. Letter of Credit as described above).
Appears in 1 contract
Sources: Credit Agreement (Neogen Corp)
L/C Commitments. (a) Prior to the Closing Date, the Existing Issuing Lender has issued the Existing Letters of Credit which, from and after the Closing Date, shall constitute Letters of Credit hereunder. Subject to the terms and conditions hereof, each U.S. the Issuing Lender, in reliance on the agreements of the other U.S. Revolving Credit Tranche A L/C Lenders set forth in Section 4.4(a3.4(a), agrees to issue letters of credit (the letters of credit issued on and after the Closing Date pursuant to this Section 4.1(a), together with the Existing Letters of Credit, collectively, the "U.S. Tranche A Letters of Credit") for the account of the U.S. Borrower on any Business Day during the Revolving Credit Commitment Period in such form as may be approved from time to time by such the Issuing Lender; provided, provided that no the Issuing Lender shall have any no obligation to issue provide any U.S. Tranche A Letter of Credit if, after giving effect to such issuancethereto, (i) the U.S. L/C Obligations would exceed the U.S. L/C Commitment or (ii) the aggregate amount of the Available U.S. Tranche A L/C Obligations then outstanding would exceed $75,000,000; (ii) the aggregate Extensions of Credit of all of the Tranche A Lenders would exceed the lesser of (x) the aggregate Tranche A Revolving Credit Commitments would then in effect or (y) the Borrowing Base then in effect and provided, further, that up to $44,500,000 of Tranche A Letters of Credit shall be less than zeroavailable solely to provide additional financial assurance as required for compliance with Environmental Law with respect to those facilities identified in Attachment K to the Consent Agreement and Final Order (CAFO) Between Certain Debtors and the United States Environmental Protection Agency, as Amended on May 16, 2001 and for additional financial assurance as required for shoring up existing Indian Harbor policies (collectively referred to herein as "Environmental Letters of Credit"). Each U.S. Tranche A Letter of Credit shall (i) be denominated in U.S. Dollars and (ii) expire no later than the earlier date which is 60 days after the Maturity Date, provided, however, that Environmental Letters of (x) the first anniversary of its date of issuance and (y) Credit shall expire no later than the date which is five Business Days prior 190 days after the Maturity Date. On the Closing Date, letters of credit issued under the Existing DIP Credit Agreement and then outstanding shall constitute Tranche A Letters of Credit.
(b) Subject to the Revolving Credit Termination Date, provided that any U.S. Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above). Notwithstanding the foregoing, (i) if any amount of the Canadian Borrower's 9-3/8% Senior Notes due 2005 remains outstanding on December 15, 2003 terms and (ii) if on or after such date the U.S. Borrower requests the U.S. Issuing Lender to issue a U.S. Letter of Credit having an expiry date after the date which is five Business Days before December 31, 2004conditions hereof, the U.S. Issuing Lender may, in its sole discretion, issue such requested U.S. Letter of Credit; provided, that (A) unless no amount of the Canadian Borrower's 9-3/8% Senior Notes due 2005 remains outstanding on December 31, 2004 (and, accordingly, the Revolving Credit Termination Date will not occur on December 31, 2004), the obligations of the L/C Participants to make payments to the U.S. Issuing Lender in respect of such U.S. Letter of Credit shall permanently terminate on December 31, 2004 and (B) the U.S. Issuing Lender, upon its request to in reliance on the U.S. Borrower, shall have entered into an agreement with the U.S. Borrower requiring the U.S. Borrower to provide cash collateral to the U.S. Issuing Lender in respect of such U.S. Letter of Credit pursuant to such terms and conditions as the U.S. Borrower and the U.S. Issuing Lender shall agree upon (it being agreed that any failure by the U.S. Borrower to provide any such cash collateral or to comply with the terms of any agreement between the U.S. Borrower and the U.S. Issuing Lender relating to such cash collateral shall not prevent the termination agreements of the obligations Tranche ▇ ▇/C Lenders set forth in Section 3.4(a), agrees to issue letters of credit (the "Tranche B Letters of Credit") for the account of the L/C Participants Borrower on any Business Day during the Commitment Period in respect of such U.S. Letter of Credit form as described above).may be approved from time to time by the
Appears in 1 contract
L/C Commitments. (a) Prior to the Closing Date, the Existing Issuing Lender has issued the Existing Letters of Credit which, from and after the Closing Date, shall constitute Letters of Credit hereunder. Subject to the terms and conditions hereof, each U.S. Issuing Lender, in reliance on the agreements of the other U.S. Revolving Credit Lenders set forth in this Section 4.4(a)3, agrees to issue letters of credit (the letters of credit issued on and after the Closing Date pursuant to this Section 4.1(a), together with the Existing “Letters of Credit, collectively, the "U.S. Letters of Credit"”) for the account of the U.S. Borrower (or for the joint and several account of the Borrower and any Subsidiary) on any Business Day during the Revolving Credit Commitment Period in such form as may be approved from time to time by such Issuing Lender; provided, provided that no such Issuing Lender shall have any no obligation to issue any U.S. Letter of Credit if, after giving effect to such issuance, (i) the U.S. then outstanding L/C Obligations of such Issuing Lender would exceed the U.S. such Issuing Lender’s L/C Commitment or then in effect, (ii) the aggregate amount of the Available U.S. Revolving Credit Commitments would be less than zerozero or (iii) the aggregate undrawn amount of outstanding Letters of Credit and unpaid Reimbursement Obligations under the Revolving Facility would exceed $200,000,000. Each U.S. Letter of Credit shall (i) be denominated in U.S. Dollars and (ii) expire (or be subject to termination by notice from the relevant Issuing Lender to the beneficiary thereof) no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date which that is five Business Days prior to the Revolving Credit Termination Date, provided that any U.S. Letter of Credit with a one-year term may provide for the renewal automatic extension thereof for additional one-year periods (each, an “Auto-Extension Letter of Credit”) (which shall in no event extend beyond the applicable date referred to in clause (y) above). Notwithstanding ; provided that any such Auto-Extension Letter of Credit must, if requested by the foregoingIssuing Lender, (i) if any amount of permit the Canadian Borrower's 9-3/8% Senior Notes due 2005 remains outstanding on December 15, 2003 and (ii) if on or after such date the U.S. Borrower requests the U.S. Issuing Lender to issue prevent any such extension 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 U.S. day (the “Non-Extension Notice Date”) in each such twelve-month period to be agreed upon at the time such Letter of Credit having an expiry date after is issued. If the date which is five Business Days before December 31Borrower requests a commercial letter of credit, 2004, such commercial letter of credit shall be subject to such additional terms as the U.S. Issuing Lender may, in its sole discretion, may reasonably require.
(b) No Issuing Lender shall at any time be obligated to issue such requested U.S. any Letter of Credit; providedCredit hereunder if such issuance would conflict with, that (A) unless no amount of the Canadian Borrower's 9-3/8% Senior Notes due 2005 remains outstanding on December 31, 2004 (and, accordingly, the Revolving Credit Termination Date will not occur on December 31, 2004), the obligations of the or cause such Issuing Lender or any L/C Participants Participant to make payments to exceed any limits imposed by, any applicable Requirement of Law.
(c) On the U.S. Issuing Lender in respect of such U.S. Letter Closing Date, the Existing Letters of Credit shall permanently terminate will automatically, without any action on December 31the part of any Person, 2004 and (B) the U.S. Issuing Lender, upon its request be deemed to the U.S. Borrower, shall have entered into an agreement with the U.S. Borrower requiring the U.S. Borrower to provide cash collateral to the U.S. Issuing Lender in respect of such U.S. Letter be Letters of Credit pursuant to such terms and conditions as issued hereunder on the U.S. Closing Date for the account of the Borrower for all purposes of this Agreement and the U.S. Issuing Lender shall agree upon (it being agreed that any failure by the U.S. Borrower to provide any such cash collateral or to comply with the terms of any agreement between the U.S. Borrower and the U.S. Issuing Lender relating to such cash collateral shall not prevent the termination of the obligations of the L/C Participants in respect of such U.S. Letter of Credit as described above)other Loan Documents.
Appears in 1 contract
Sources: Credit Agreement (Tenneco Inc)
L/C Commitments. (a) Prior to the Closing Date, the Existing Issuing Lender has issued the Existing Letters of Credit which, from and after the Closing Date, shall constitute Letters of Credit hereunder. Subject to the terms and conditions hereof, each U.S. the Issuing Lender, in reliance on the agreements of the other U.S. Revolving Credit Lenders set forth in Section 4.4(a3.4(a), agrees to issue letters of credit (the letters of credit issued on standby and after the Closing Date pursuant to this Section 4.1(a), together with the Existing trade Letters of Credit, collectively, the "U.S. Letters of Credit") Credit for the account of the U.S. Borrower Borrowers on any Business Day during from the Closing Date through but not including the tenth (10th) Business Day prior to the Revolving Credit Commitment Period Termination Date in such form as may be approved from time to time by such the Issuing Lender; provided, that no the Issuing Lender shall have any no obligation to issue any U.S. Letter of Credit if, after giving effect to such issuance, (i) the U.S. L/C Obligations would exceed the U.S. L/C Commitment or (ii) the aggregate amount of the Available U.S. Revolving Credit Commitments Commitment of any Lender would be zero or less than zero. Each U.S. Letter of Credit (other than the Revenue Bond Letter of Credit) shall (iA) be denominated in U.S. Dollars and in a minimum amount of $5,000, (iiB) be a standby letter of credit or trade letter of credit issued to support obligations of the Borrowers or any of their Subsidiaries, contingent or otherwise, incurred in the ordinary course of business, (C) expire on a date satisfactory to the Issuing Lender, which date shall be no later than the earlier of (x1) the first anniversary of one (1) year after its date of issuance and (y2) the date which is five tenth (10th) Business Days Day prior to the Revolving Credit Termination DateDate and (iii) be subject to the Uniform Customs and/or ISP 98, provided that any U.S. as set forth in the Application or as determined by the Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of North Carolina.
(b) Subject to the terms and conditions hereof, the Issuing Lender, in reliance on the agreements of the other Lenders, if any, set forth in Section 3.4 (b), agrees to maintain the Revenue Bond Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond account of the date referred to in clause (y) above). Notwithstanding Company from the foregoingClosing Date through and including July 31, 2007; provided, that, so long as (i) if any amount no default or event of default shall have occurred under the Canadian Borrower's 9-3/8% Senior Notes due 2005 remains outstanding on December 15, 2003 Revenue Bond Letter of Credit or the related reimbursement documents and (ii) if on no Default or after such date the U.S. Borrower requests the U.S. Issuing Lender to issue a U.S. Letter Event of Credit having an expiry date after the date which is five Business Days before December 31, 2004Default has occurred under this Agreement, the U.S. Issuing Lender mayLender, may in its sole discretion, issue such requested U.S. annually renew the Revenue Bond Letter of Credit; provided, that (A) unless no amount of the Canadian Borrower's 9-3/8% Senior Notes due 2005 remains outstanding on December Credit for a period ending July 31, 2004 2008. The Existing Letters of Credit shall be deemed to be Letters of Credit issued under and pursuant to the terms of this Agreement.
(andc) The Issuing Lender shall not at any time be obligated to issue or maintain any Letter of Credit hereunder if such issuance or maintenance would conflict with, accordingly, or cause the Revolving Credit Termination Date will not occur on December 31, 2004), the obligations of the Issuing Lender or any L/C Participants Participant to make payments exceed any limits imposed by, any Applicable Law. References herein to “issue”, “maintain” and derivations thereof with respect to the U.S. Issuing Lender in respect of such U.S. Letter Letters of Credit shall permanently terminate on December 31, 2004 and (B) the U.S. Issuing Lender, upon its request to the U.S. Borrower, shall have entered into an agreement with the U.S. Borrower requiring the U.S. Borrower to provide cash collateral to the U.S. Issuing Lender in respect of such U.S. Letter of Credit pursuant to such terms and conditions as the U.S. Borrower and the U.S. Issuing Lender shall agree upon (it being agreed that any failure by the U.S. Borrower to provide any such cash collateral also include extensions or to comply with the terms modifications of any agreement between existing Letters of Credit, unless the U.S. Borrower and the U.S. Issuing Lender relating to such cash collateral shall not prevent the termination of the obligations of the L/C Participants in respect of such U.S. Letter of Credit as described above)context otherwise requires.
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Sources: Credit Agreement (Belk Inc)
L/C Commitments. (a) Prior to the Closing Date, the Existing Issuing Lender has issued the Existing Letters of Credit which, from and after the Closing Date, shall constitute Letters of Credit hereunder. Subject to the terms and conditions hereof, each U.S. the Issuing Lender, in reliance on the agreements of the other U.S. Revolving Credit Lenders set forth in Section 4.4(a2.2.4(a), agrees to issue letters (i) that the Existing Letters of credit (the letters of credit Credit set forth on Schedule 5 shall be deemed issued under this Agreement on and after the Closing Date pursuant and shall constitute Letters of Credit for all purposes hereunder and under the Loan Documents, (ii) from time to this Section 4.1(a)time on any Business Day on and after the Closing Date, together with the to renew or extend Existing Letters of CreditCredit or replace an Existing Letter of Credit that has expired or terminated without being drawn, collectively, the "U.S. and (iii) issue Letters of Credit") Credit for the account of the U.S. Borrower or any of its Subsidiaries on any Business Day during the Revolving Credit Commitment Period in such form as may be approved from time to time by such the Issuing Lender; provided, provided that no the Issuing Lender shall have any no obligation to issue any U.S. Letter of Credit if, after giving effect to such issuance, (i) the U.S. L/C Obligations would exceed the U.S. L/C Commitment or $120,000,000, (ii) the aggregate amount L/C Exposure of any Issuing Lender would exceed such Issuing Lender’s L/C Commitment, (iii) the Credit Exposure of any Lender would exceed the lesser of (x) such Lender’s Commitment and (y) such Lender’s Pro Rata Share of the Available Borrowing Base then in effect, (iv) 105% of the U.S. Revolving Dollar Equivalent of the L/C Obligations attributable to Letters of Credit Commitments denominated in Alternate Currencies would exceed the lesser of (A) $40,000,000 and (B) the Availability, (v) the Aggregate Exposure would exceed the lesser of (A) the Aggregate Commitment and (B) the Borrowing Base or (vi) the issuance of such Letter of Credit would violate one or more policies of such Issuing Lender applicable to letters of credit generally. Without limiting the foregoing (i) each such Existing Letter of Credit shall be less than zero. included in the calculation of the L/C Exposure, (ii) all liabilities of the Borrower and the other Loan Parties with respect to such Existing Letters of Credit shall constitute Obligations and (iii) each Lender shall have reimbursement obligations with respect to such Existing Letters of Credit as provided in Section 2.2.4.
(b) Each U.S. Letter of Credit shall (i) be denominated in U.S. Dollars or, if agreed by the Issuing Lender, any Alternate Currency and (ii) expire no later than the earlier of date that is seven (x7) the first anniversary of its date of issuance and (y) the date which is five Business Days prior to the Revolving Credit Scheduled Termination Date (the “L/C Expiration Date, provided that any U.S. Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above”). Notwithstanding the foregoing, any Letter of Credit issued or deemed issued pursuant to Section 2.2.1(a) hereunder (including Existing Letters of Credit) may, in the sole discretion of the Issuing Lender, expire after the L/C Expiration Date, provided that the Borrower shall (i) if any provide cash collateral in an amount of the Canadian Borrower's 9-3/8equal to 105% Senior Notes due 2005 remains outstanding on December 15, 2003 and (ii) if on or after such date the U.S. Borrower requests the U.S. Issuing Lender to issue a U.S. Letter of Credit having an expiry date after the date which is five Business Days before December 31, 2004, the U.S. Issuing Lender may, in its sole discretion, issue such requested U.S. Letter of Credit; provided, that (A) unless no amount of the Canadian Borrower's 9-3/8% Senior Notes due 2005 remains outstanding on December 31, 2004 (and, accordingly, the Revolving Credit Termination Date will not occur on December 31, 2004), the obligations of the L/C Participants Obligations (or, as applicable, the U.S. Dollar Equivalent of such L/C Obligations with respect to make payments Letters of Credit issued in Alternate Currencies) in respect of any such outstanding Letter of Credit to the U.S. Issuing Lender at least thirty (30) days prior to the L/C Expiration Date and enter into a reimbursement agreement on terms acceptable to the applicable Issuing Lender, which such amount shall be (A) deposited by the Borrower in an account with and in the name of the Issuing Lender and (B) held by such Issuing Lender for the satisfaction of the Borrower’s reimbursement obligations in respect of such U.S. Letter of Credit until the expiration of such Letter of Credit or (ii) otherwise backstop, cash collateralize or enter into arrangements reasonably satisfactory to the Borrower and the applicable Issuing Lender with respect to such Letter of Credit. With respect to any Letter of Credit that is issued with an expiration date beyond the L/C Expiration Date, if such Letter of Credit is so backstopped, cash collateralized, or such other acceptable arrangements with respect thereto are entered into, to the extent of any undrawn amount remaining thereunder on the Scheduled Termination Date, such Letter of Credit shall permanently terminate on December 31, 2004 and cease to be a “Letter of Credit” outstanding for all purposes under this Agreement.
(Bc) the U.S. Issuing Lender, upon its request to the U.S. Borrower, shall have entered into an agreement with the U.S. Borrower requiring the U.S. Borrower to provide cash collateral to the U.S. The Issuing Lender in respect of such U.S. shall not at any time be obligated to issue any Letter of Credit pursuant to if such terms and conditions as issuance would conflict with, or cause the U.S. Borrower and the U.S. Issuing Lender shall agree upon (it being agreed that or any failure by the U.S. Borrower to provide any such cash collateral or to comply with the terms of any agreement between the U.S. Borrower and the U.S. Issuing Lender relating to such cash collateral shall not prevent the termination of the obligations of the L/C Participants in respect Participant to exceed any limits imposed by, any applicable requirement of such U.S. Letter of Credit as described above)law.
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