Request for Issuance. (i) Each Letter of Credit shall be issued upon notice, given not later than 11:00 A.M. (New York City time) on the third Business Day prior to the date of the proposed issuance of such Letter of Credit (or on such shorter notice as the applicable Issuing Bank may agree), by the Borrower to any Issuing Bank, and such Issuing Bank shall give the Agent, prompt notice thereof by telex, telecopier or cable. Each such notice of issuance of a Letter of Credit (a “Notice of Issuance”) shall be by telex, telecopier or cable, confirmed promptly in writing, specifying therein the requested (A) date of such issuance (which shall be a Business Day), (B) Available Amount of such Letter of Credit, (C) expiration date of such Letter of Credit (which shall not be later than 10 Business Days prior to the date specified in clause (a) of the definition of Termination Date), (D) name and address of the beneficiary of such Letter of Credit and (E) form of such Letter of Credit, and shall be accompanied by such application and agreement for letter of credit as such Issuing Bank may reasonably specify to the Borrower for use in connection with such requested Letter of Credit (a “Letter of Credit Agreement”). If the beneficiary and requested form of such Letter of Credit is acceptable to such Issuing Bank in its sole discretion (it being agreed that a Letter of Credit substantially in the form set forth in Exhibit E hereto (as modified by an Issuing Bank in its reasonable discretion to account for any change in any regulatory or legal restriction applicable to such Issuing Bank or for any internal policy, procedure or guideline of such Issuing Bank or its affiliates generally applicable to the issuance of letters of credit) is acceptable in form to all Initial Issuing Banks), such Issuing Bank will, upon fulfillment of the applicable conditions set forth in Article III, make such Letter of Credit available to the Borrower at its office referred to in Section 9.01 or as otherwise agreed with the Borrower in connection with such issuance. In the event and to the extent that the provisions of any Letter of Credit Agreement shall conflict with this Agreement, the provisions of this Agreement shall govern.
Appears in 6 contracts
Sources: Credit Agreement (Williams Companies Inc), Credit Agreement (Williams Companies Inc), Credit Agreement (Williams Companies Inc)
Request for Issuance. (i) Each Letter of Credit shall be issued upon notice, given not later than 11:00 A.M. (New York City time) on the third fifth Business Day prior to the date of the proposed issuance of such Letter of Credit (or on such shorter notice as the applicable Issuing Bank may agree), by the Borrower to any Issuing Bank, and such Issuing Bank shall give the Agent, prompt notice thereof by telex, telecopier or cabletelecopier. Each such notice of issuance of a Letter of Credit (a “Notice of Issuance”) shall be by telex, telecopier or cabletelephone, confirmed promptly immediately in writing, or telecopier, specifying therein the requested (A) date of such issuance (which shall be a Business Day), (B) Available Amount of such Letter of Credit, (C) expiration date of such Letter of Credit (which shall not be later than the earlier of (x) one year after the issuance thereof (provided that any such Letter of Credit may provide for renewal thereof for additional periods (which shall in no event extend past the date in clause (y) hereof)) and (y) 10 Business Days prior to the date specified in clause (a) of the definition of earliest Termination Date), (D) name and address of the beneficiary of such Letter of Credit and (E) form of such Letter of Credit, and shall be accompanied by such customary application and agreement for letter of credit as such Issuing Bank may reasonably specify to the Borrower for use in connection with such requested Letter of Credit (a “Letter of Credit Agreement”). If the beneficiary and requested form of such Letter of Credit is acceptable to such Issuing Bank in its sole discretion (it being agreed that a Letter of Credit substantially in the form set forth in Exhibit E hereto (as modified by an Issuing Bank in its reasonable discretion to account for any change in any regulatory or legal restriction applicable to such Issuing Bank or for any internal policy, procedure or guideline of such Issuing Bank or its affiliates generally applicable to the issuance of letters of credit) is acceptable in form to all Initial Issuing Banks)discretion, such Issuing Bank will, unless it has received written notice from any Lender, the Agent or the Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Article III shall not be satisfied, upon fulfillment of the applicable conditions set forth in Article III, make such Letter of Credit available to the Borrower at its office referred to in Section 9.01 8.02 or as otherwise agreed with the Borrower in connection with such issuance. In the event and to the extent that the provisions of any Letter of Credit Agreement shall conflict with this Agreement, the provisions of this Agreement shall govern.
Appears in 5 contracts
Sources: Credit Agreement (Ca, Inc.), Credit Agreement (Ca, Inc.), Credit Agreement (Ca, Inc.)
Request for Issuance. (i) Each Letter of Credit shall be issued upon notice, given not later than 11:00 A.M. (New York City time) on the third fifth Business Day prior to the date of the proposed issuance of such Letter of Credit (or on such shorter notice as the applicable Issuing Bank may agree), by the any Borrower to any Issuing Bank, and such Issuing Bank shall give the Agent, prompt notice thereof by telex, telecopier or cable. Each such notice of issuance of a Letter of Credit (a “Notice of Issuance”) shall be by telex, telecopier or cablecable or, if agreed to by the applicable Issuing Bank, by e-mail, confirmed promptly immediately in writing, specifying therein the requested (A) date of such issuance (which shall be a Business Day), (B) Available Amount and currency of such Letter of Credit, (C) expiration date of such Letter of Credit (which shall not be later than 10 Business Days prior to one year after the date specified in clause (aof issuance thereof; provided that any Letter of Credit which provides for automatic one-year extension(s) of such expiration date shall be deemed to comply with the definition foregoing requirement if the Issuing Bank has the unconditional right to prevent any such automatic extension which extends beyond the Termination Date from taking place and each Issuing Bank hereby agrees to exercise such right to prevent any such automatic extension for each Letter of Credit outstanding after the Termination Date), (D) name and address of the beneficiary of such Letter of Credit and (E) form of such Letter of Credit, and shall be accompanied by such application and agreement for letter of credit as such Issuing Bank may reasonably specify to the applicable Borrower for use in connection with such requested Letter of Credit (a “Letter of Credit Agreement”). If the beneficiary and requested form of such Letter of Credit is acceptable to such Issuing Bank in its sole discretion (it being agreed that a Letter of Credit substantially in the form set forth in Exhibit E hereto (as modified by an Issuing Bank in its reasonable discretion to account for any change in any regulatory or legal restriction applicable to such Issuing Bank or for any internal policy, procedure or guideline of such Issuing Bank or its affiliates generally applicable to the issuance of letters of credit) is acceptable in form to all Initial Issuing Banks)discretion, such Issuing Bank will, upon fulfillment of the applicable conditions set forth in Article III, make such Letter of Credit available to the applicable Borrower at its office referred to in Section 9.01 9.02 or as otherwise agreed with the such Borrower in connection with such issuance. In the event and to the extent that the provisions of any Letter of Credit Agreement shall directly conflict with this Agreement, the provisions of this Agreement shall govern, it being the intention of the parties that any Letter of Credit Agreement shall supplement this Agreement.
Appears in 2 contracts
Sources: Five Year Credit Agreement (Eastman Chemical Co), Five Year Credit Agreement (Eastman Chemical Co)
Request for Issuance. Letters of Credit denominated in dollars or in one or more Alternative Currencies may be issued hereunder in a Dollar Equivalent Amount that does not at the time of the issuance of such Letter of Credit exceed the aggregate Commitments minus the sum of the aggregate outstanding Advances and Letter of Credit Exposures of the Lenders at such time, provided that no Issuing Bank shall be required at any time to issue a Letter of Credit that would result in (ix) the aggregate Letter of Credit Exposures exceeding $250,000,000, (y) the aggregate Letter of Credit Exposure in respect of Letters of Credit issued by such Issuing Bank exceeding such Issuing Bank’s Letter of Credit Commitment or (z) the Dollar Equivalent Amount of the aggregate outstanding amount of Letters of Credit issued hereunder denominated in Alternative Currencies exceeding $150,000,000. Each Letter of Credit shall be issued upon notice, given not later than 11:00 A.M. 12:00 P.M. (New York City time) on the third Business Day prior to the date of the proposed issuance of such Letter of Credit (or on such shorter notice as the applicable Issuing Bank may agree)Credit, by the Borrower to any Issuing Bank, and such Issuing Bank which shall give to the Agent, Agent prompt notice thereof by telex, telecopier or cablethereof. Each such notice by the Borrower of issuance of a Letter of Credit (a “Notice of Issuance”) shall be by telex, telecopier or cabletelephone, confirmed promptly by the Borrower immediately in writingwriting in substantially the form of Exhibit C attached hereto, specifying therein the requested (Ai) date of such issuance (which shall be a Business Day), (Bii) Available Amount face amount of such Letter of CreditCredit (which must be in dollars or an Alternative Currency), (Ciii) expiration date of such Letter of Credit (which shall not be later than 10 on or prior to the earlier of (A) the date one year after the date of the issuance of such Letter of Credit (or, in the case of any renewal or extension thereof, one year after such renewal or extension) and (B) the date that is five Business Days prior to the Termination Date; provided that any Letter of Credit may contain customary automatic renewal provisions agreed upon by the Borrower and the applicable Issuing Bank pursuant to which the expiration date specified of such Letter of Credit shall automatically be extended for a period of up to twelve (12) months (but not to a date later than the date that is five Business Days prior to the Termination Date, unless otherwise permitted pursuant to the immediately succeeding proviso), subject to a right on the part of such Issuing Bank to prevent any such renewal from occurring by giving notice to the beneficiary and the Borrower in clause (a) advance of any such renewal; provided, further that, with the prior consent of the definition applicable Issuing Bank, in its sole discretion, a Letter of Credit may be extended beyond the fifth Business Day prior to the Termination Date (each such Letter of Credit with an expiration date that is later than five Business Days prior to the Termination Date, a “Post-Maturity Letter of Credit”) so long as the Borrower shall Post-Maturity Cash Collateralize in accordance with Section 2.03(h)(ii) any Post-Maturity Letter of Credit); provided, further that no Letter of Credit may expire after the date that is five Business Days prior to an Existing Termination Date in respect of any Declining Lenders under Section 2.05(e) if, after giving effect to the issuance of such Letter of Credit, the aggregate Commitments of the Consenting Lenders (including any replacement Lenders) for the period following such Existing Termination Date would be less than the Letter of Credit Exposure following such Existing Termination Date), (Div) name and address of the beneficiary of such Letter of Credit and (Ev) form of such Letter of Credit, and shall be accompanied by such application and agreement for letter of credit as such Issuing Bank may reasonably specify to the Borrower for use in connection with such requested Letter of Credit (including, in connection with the issuance of a Post-Maturity Letter of Credit or the renewal of a Letter of Credit, such that, after giving effect to such renewal, such Letter of Credit becomes a Post-Maturity Letter of Credit, such documentation, including a reimbursement agreement, as such Issuing Bank may reasonably require in connection with such issuance or renewal) (a “Letter of Credit Agreement”). Upon receipt of a Notice of Issuance, the Agent shall promptly notify each Lender of the contents thereof and of the amount of such Lender’s Letter of Credit Exposure in respect of such Letter of Credit. If the beneficiary and requested form of such Letter of Credit is acceptable to such Issuing Bank in its sole discretion (it being agreed that a Letter of Credit substantially in the form set forth in Exhibit E hereto (as modified by an Issuing Bank in its reasonable discretion to account for any change in any regulatory or legal restriction applicable to such Issuing Bank or for any internal policy, procedure or guideline of such Issuing Bank or its affiliates generally applicable to the issuance of letters of credit) is acceptable in form to all Initial Issuing Banks)discretion, such Issuing Bank will, upon fulfillment of the applicable conditions set forth in Article III, make such Letter of Credit available to the Borrower at its office referred to in Section 9.01 8.02 or as otherwise agreed with the Borrower in connection with such issuance. Notwithstanding anything to the contrary set forth in this Credit Agreement, a Letter of Credit issued hereunder may contain a statement to the effect that such Letter of Credit is issued for the account of any Restricted Subsidiary of the Borrower; provided, that notwithstanding such statement, the Borrower shall be the actual account party for all purposes of this Credit Agreement for such Letter of Credit and such statement shall not affect the Borrower’s reimbursement obligations hereunder with respect to such Letter of Credit. In the event and to the extent that the provisions of any Letter of Credit Agreement shall conflict with this Agreement, the provisions of this Agreement shall govern. The Borrower may from time to time request that Letters of Credit be issued in a currency other than dollars, Canadian Dollars, Euros or Pounds Sterling, provided that such requested currency is a lawful currency that is readily available and freely transferable and convertible into dollars. Any such request shall be made to the Agent not later than twenty (20) Business Days (or such other date as may be agreed by the Agent and the applicable Issuing Banks, in their sole discretion) prior to the date of the desired issuance of a Letter of Credit denominated in the requested currency. The Agent shall promptly notify each Issuing Bank thereof. Each Issuing Bank shall notify the Agent not later than ten (10) Business Days (or such other date as may be agreed by the Agent and the applicable Issuing Banks, in their sole discretion) after receipt of such request whether it consents, in its sole discretion, to the issuance of Letters of Credit in such requested currency. Any failure by an Issuing Bank to respond to such request within the time period specified in the preceding sentence shall be deemed a refusal by such Issuing Bank to issue Letters of Credit in the requested currency. If one or more Issuing Banks consent to the issuance of Letters of Credit in such requested currency, the Agent shall so notify the Borrower and such currency shall thereupon be deemed for all purposes to be an Alternative Currency hereunder for Letter of Credit issuances by those Issuing Banks consenting thereto. If the Agent shall fail to obtain consent for an additional currency under this Section 2.03(b), the Agent shall promptly notify the Borrower.
Appears in 2 contracts
Sources: Credit Agreement (Spectra Energy Corp.), Credit Agreement (Spectra Energy Corp.)
Request for Issuance. An Account Party may from time to time request, upon at least three Business Days’ notice (i) Each Letter of Credit shall be issued upon notice, given not later than 11:00 A.M. (New York City time) Charlotte, North Carolina time on the third Business Day prior last day permitted therefor), an Issuing Bank issue or renew (other than any automatic renewal thereof) a Letter of Credit by:
(i) delivering to such Issuing Bank, with a copy to the Administrative Agent, either (x) a written request to such effect or (y) a request made in electronic form through such Issuing Bank’s remote access system and in accordance with the terms and conditions (including any written agreements between such Issuing Bank and any Account Party) applicable thereto, in each case specifying the date of the proposed issuance of on which such Letter of Credit (or on such shorter notice as the applicable Issuing Bank may agree), by the Borrower is to any Issuing Bank, and such Issuing Bank shall give the Agent, prompt notice thereof by telex, telecopier or cable. Each such notice of issuance of a Letter of Credit (a “Notice of Issuance”) shall be by telex, telecopier or cable, confirmed promptly in writing, specifying therein the requested (A) date of such issuance issued (which shall be a Business Day), (B) the expiration date thereof, the Available Amount of such Letter of Creditthereof, (C) expiration date of such Letter of Credit (which shall not be later than 10 Business Days prior to the date specified in clause (a) of the definition of Termination Date), (D) name and address of the beneficiary thereof and the form thereof, and in each case with a copy of such request (or, in the case of clause (y) above, a written or electronic summary thereof) to the Administrative Agent; and
(ii) in the case of the issuance of a Letter of Credit, delivering to such Issuing Bank, with a copy to the Administrative Agent, a completed agreement and application with respect to such Letter of Credit and (E) form of such Letter of Credit, and shall be accompanied by such application and agreement for letter of credit as such Issuing Bank may reasonably specify to the Borrower for use in connection with such requested Letter of Credit (a “Letter of Credit Agreement”), together with such other certificates, documents and other papers or information as are specified in such Letter of Credit Agreement or as may be required pursuant to such Issuing Bank’s customary practices for the issuance of letters of credit (including requirements relating to requests made through such Issuing Bank’s remote access system). If the beneficiary limitation set forth in Section 2.01(b) is satisfied and requested form if the Required Banks have not given notice to the Administrative Agent to cease issuing or renewing Letters of Credit as contemplated by this Agreement, the Administrative Agent shall promptly notify the respective Issuing Bank (in writing or by telephone immediately confirmed in writing) that such Issuing Bank is authorized to issue or renew, as the case may be, such Letter of Credit. An Issuing Bank shall not issue or renew, as the case may be, any Letter of Credit (other than by the automatic renewal thereof) unless it shall have received notice from the Administrative Agent that it is authorized to do so as described in the preceding sentence. If such Issuing Bank issues or renews a Letter of Credit, it shall deliver the original of such Letter of Credit is acceptable to such the beneficiary thereof or as the Applicable Account Party shall otherwise direct, and shall promptly notify the Administrative Agent thereof and furnish a copy thereof to the Administrative Agent. Each Issuing Bank in its sole discretion (it being agreed that a Letter may issue Letters of Credit substantially in the form set forth in Exhibit E hereto through any of its branches or Affiliates (as modified by an Issuing Bank in its reasonable discretion to account for any change in any regulatory whether domestic or legal restriction applicable to such Issuing Bank or for any internal policy, procedure or guideline of such Issuing Bank or its affiliates generally applicable to the issuance of foreign) that issue letters of credit) is acceptable in form to all Initial Issuing Banks), such and each Account Party authorizes and directs each Issuing Bank will, upon fulfillment of to select the applicable conditions set forth in Article III, make such Letter of Credit available to the Borrower at its office referred to in Section 9.01 branch or as otherwise agreed with the Borrower in connection with such issuance. In the event and to the extent Affiliate that the provisions of will issue or process any Letter of Credit Agreement shall conflict with this Agreement, the provisions of this Agreement shall governCredit.
Appears in 2 contracts
Sources: Reimbursement Agreement (Ace LTD), Reimbursement Agreement (Ace LTD)
Request for Issuance. (i) Each Letter of Credit shall be issued upon notice, given not later than 11:00 A.M. (New York City time) on the third fifth Business Day prior to the date of the proposed issuance of such Letter of Credit (or on such shorter notice as the applicable Issuing Bank may agree)Credit, by the Borrower to any the Issuing Bank, and such Issuing Bank which shall give to the Agent, Administrative Agent and each Revolving Credit Lender prompt notice thereof by telex, telecopier or cableelectronic communication. Each such notice of issuance of a Letter of Credit (a “Notice of Issuance”) shall be by telextelephone, confirmed immediately in writing, or telecopier or cable, confirmed promptly in writingelectronic communication, specifying therein the requested (Ai) date of such issuance (which shall be a Business Day), (Bii) Available Amount of such Letter of CreditCredit (which amount shall not be less than $50,000 or shall be otherwise acceptable to the Issuing Bank), (Ciii) expiration date of such Letter of Credit (which shall not be later than 10 Business Days prior to the date specified in clause (a) of the definition of Termination Date)Credit, (Div) name and address of the beneficiary of such Letter of Credit, (v) currency and face amount of such Letter of Credit and (Evi) form of such Letter of Credit, and shall be accompanied by such application and agreement for letter of credit as such the Issuing Bank may reasonably specify to the Borrower for use in connection with such requested Letter of Credit (together with such application and agreements with respect to the Existing Letters of Credit, each a “Letter of Credit Agreement”). If (A) the beneficiary and requested form of such Letter of Credit is acceptable to such the Issuing Bank in its sole discretion and (B) it being agreed that a Letter has not received notice of Credit substantially in the form set forth in Exhibit E hereto (as modified by an Issuing Bank in its reasonable discretion to account for any change in any regulatory or legal restriction applicable objection to such Issuing Bank or for any internal policyissuance from the Required Lenders, procedure or guideline of such Issuing Bank or its affiliates generally applicable to the issuance of letters of credit) is acceptable in form to all Initial Issuing Banks), such Issuing Bank will, upon fulfillment of the applicable conditions set forth in Article III, make such Letter of Credit available to the Borrower at its office referred to in Section 9.01 8.02 or as otherwise agreed with the Borrower in connection with such issuance. In the event and to the extent that the provisions of any Letter of Credit Agreement shall conflict with this Agreement, the provisions of this Agreement shall govern.
Appears in 2 contracts
Sources: Credit Agreement (Esterline Technologies Corp), Credit Agreement (Esterline Technologies Corp)
Request for Issuance. RenRe, on behalf of an Applicable Account Party, may from time to time request, upon at least three Business Days' notice (i) Each Letter of Credit shall be issued upon notice, given not later than 11:00 A.M. (New York City time) Charlotte, North Carolina time on the third Business Day prior last day permitted therefor), the Issuing Bank to issue or renew (other than any automatic renewal thereof) a Letter of Credit by:
(i) delivering to the Issuing Bank, with a copy to the Administrative Agent, either (x) a written request to such effect or (y) a request made in electronic form through the Issuing Bank's remote access system and in accordance with the terms and conditions (including any written agreements between the Issuing Bank and RenRe or the Applicable Account Party) applicable thereto, in each case specifying the date of the proposed issuance of on which such Letter of Credit (or on such shorter notice as the applicable Issuing Bank may agree), by the Borrower is to any Issuing Bank, and such Issuing Bank shall give the Agent, prompt notice thereof by telex, telecopier or cable. Each such notice of issuance of a Letter of Credit (a “Notice of Issuance”) shall be by telex, telecopier or cable, confirmed promptly in writing, specifying therein the requested (A) date of such issuance issued (which shall be a Business Day), (B) the expiration date thereof, the Available Amount of such Letter of Creditthereof, (C) expiration date of such Letter of Credit (which shall not be later than 10 Business Days prior to the date specified in clause (a) of the definition of Termination Date), (D) name and address of the beneficiary thereof and the requested form thereof, and in each case with a copy of such request (or, in the case of clause (y) above, a written or electronic summary thereof) to the Administrative Agent; and
(ii) in the case of the issuance of a Letter of Credit, delivering to the Issuing Bank a completed agreement and application with respect to such Letter of Credit and (E) form of such Letter of Credit, and shall be accompanied by such application and agreement for letter of credit as such the Issuing Bank may reasonably specify to the Borrower for use in connection with such requested Letter of Credit (a “"Letter of Credit Agreement”"), together with such other certificates, documents and other papers or information as are specified in such Letter of Credit Agreement or as may be required pursuant to the Issuing Bank's customary practices for the issuance of letters of credit (including requirements relating to requests made through the Issuing Bank's remote access system). In addition, RenRe shall deliver to the Administrative Agent a Collateral Value Report not later than 11:00 A.M. Charlotte, North Carolina time on the Business Day immediately preceding the date on which such Letter of Credit is to be issued. The Administrative Agent shall, promptly upon receiving a copy of the notice referred to in clause (i) above, notify the Lenders of such proposed Letter of Credit or such proposed renewal of a Letter of Credit, and shall determine, as of 11:00 A.M. Charlotte, North Carolina time on the Business Day immediately preceding such proposed issuance, whether such proposed Letter of Credit complies with the conditions set forth in SECTION 2.01 hereof. If such conditions set forth in SECTION 2.01 are not satisfied or if the Required Lenders have given notice to the Administrative Agent to cease issuing or renewing Letters of Credit as contemplated by this Agreement, the Administrative Agent shall immediately notify the Issuing Bank (in writing or by telephone immediately confirmed in writing) that the Issuing Bank is not authorized to issue or renew, as the case may be, such Letter of Credit. If the beneficiary and requested form Issuing Bank issues or renews a Letter of Credit, it shall deliver the original of such Letter of Credit is acceptable to such the beneficiary thereof or as RenRe, on behalf of the Applicable Account Party, shall otherwise direct, and shall promptly notify the Administrative Agent thereof and furnish a copy thereof to the Administrative Agent. The Issuing Bank in its sole discretion (it being agreed that a Letter may issue Letters of Credit substantially in the form set forth in Exhibit E hereto through any of its branches or Affiliates (as modified by an Issuing Bank in its reasonable discretion to account for any change in any regulatory whether domestic or legal restriction applicable to such Issuing Bank or for any internal policy, procedure or guideline of such Issuing Bank or its affiliates generally applicable to the issuance of foreign) that issue letters of credit) is acceptable in form to all Initial Issuing Banks), such and RenRe and each Account Party authorizes and directs the Issuing Bank will, upon fulfillment of to select the applicable conditions set forth in Article III, make such Letter of Credit available to the Borrower at its office referred to in Section 9.01 branch or as otherwise agreed with the Borrower in connection with such issuance. In the event and to the extent Affiliate that the provisions of will issue or process any Letter of Credit Agreement shall conflict with this Agreement, the provisions of this Agreement shall governCredit.
Appears in 2 contracts
Sources: Reimbursement Agreement (Renaissancere Holdings LTD), Reimbursement Agreement (Renaissancere Holdings LTD)
Request for Issuance. (i) Each Letter of Credit shall be issued upon notice, given not later than 11:00 A.M. (New York City time) on the third Business Day prior to the date of the proposed issuance of such Letter of Credit (or on such shorter notice as the applicable Issuing Bank may agree), by the Borrower to any Issuing Bank, and such Issuing Bank shall give the Agent, prompt notice thereof by telex, telecopier or cable. Each such notice of issuance of a Letter of Credit (a “"Notice of Issuance”") shall be by telex, telecopier or cable, confirmed promptly in writing, specifying therein the requested (A) date of such issuance (which shall be a Business Day), (B) Available Amount of such Letter of Credit, (C) expiration date of such Letter of Credit (which shall not be later than 10 Business Days prior to the date specified in clause (a) of the definition of Termination Date), (D) name and address of the beneficiary of such Letter of Credit and (E) form of such Letter of Credit, and shall be accompanied by such application and agreement for letter of credit as such Issuing Bank may reasonably specify to the Borrower for use in connection with such requested Letter of Credit (a “"Letter of Credit Agreement”"). If the beneficiary and requested form of such Letter of Credit is acceptable to such Issuing Bank in its sole discretion (it being agreed that a Letter of Credit substantially in the form set forth in Exhibit E hereto (as modified by an Issuing Bank in its reasonable discretion to account for any change in any regulatory or legal restriction applicable to such Issuing Bank or for any internal policy, procedure or guideline of such Issuing Bank or its affiliates generally applicable to the issuance of letters of credit) is acceptable in form to all Initial Issuing Banks), such Issuing Bank will, upon fulfillment of the applicable conditions set forth in Article III, make such Letter of Credit available to the Borrower at its office referred to in Section 9.01 TABLE OF CONTENTS or as otherwise agreed with the Borrower in connection with such issuance. In the event and to the extent that the provisions of any Letter of Credit Agreement shall conflict with this Agreement, the provisions of this Agreement shall govern.
Appears in 1 contract
Request for Issuance. (i) Each Letter of Credit shall be issued upon noticenotice by telephone, given not later than 11:00 A.M. (10:30 a.m., New York City time) , on the third second Business Day prior to the date of the proposed issuance of such Letter of Credit (or on such shorter notice as the applicable Issuing Bank may agree), by the Borrower to any Issuing Bank, and such Issuing Bank shall give the Agent, Paying Agent prompt notice thereof by telex, telecopier or cable. Each such telephonic notice of issuance of a Letter of Credit (a “"Notice of Issuance”") shall be by telexirrevocable, telecopier or cable, and shall be confirmed promptly by hand delivery or telecopy to the applicable Issuing Bank of a written Notice of Issuance in writingthe form of Exhibit A-2, specifying therein the requested (A) date of such issuance (which shall be a Business Day), (B) initial Available Amount of such Letter of Credit, (C) expiration date of such Letter of Credit (which shall not be later than 10 Business Days prior to 5 days before the Termination Date or, in the case of any renewal or extension, one year after such renewal or extension; provided that any Letter of Credit which has an expiration date specified in clause (athat is later than 5 days before the Termination Date or that provides for automatic one-year extension(s) of such expiration date shall be deemed to comply with the definition foregoing requirement if (i) the Borrower is not in default of the provisions of Section 2.07(d), or (ii) in the case of Letters of Credit that provide for automatic one-year extensions, the Issuing Bank has the unconditional right to prevent any such automatic extension from taking place and such Issuing Bank agrees to exercise such right to prevent any such automatic extension for each Letter of Credit outstanding after the Termination Date), (D) name and address of the beneficiary of such Letter of Credit and (E) form of such Letter of CreditCredit (which may be the applicable Issuing Bank's standard form), and shall be accompanied by such customary and reasonable application and agreement for letter of credit as such Issuing Bank may reasonably specify to the Borrower for use in connection with such requested Letter of Credit (a “"Letter of Credit Agreement”)") and such other information as may be reasonably necessary to prepare, amend or renew such Letter of Credit. If the beneficiary and requested form of such Letter of Credit is in such Issuing Bank's standard form or is otherwise acceptable to such Issuing Bank in its sole discretion (it being agreed that a Letter of Credit substantially in the form set forth in Exhibit E hereto (as modified by an Issuing Bank in its reasonable discretion to account for any change in any regulatory or legal restriction applicable to such Issuing Bank or for any internal policy, procedure or guideline of such Issuing Bank or its affiliates generally applicable to the issuance of letters of credit) is acceptable in form to all Initial Issuing Banks)discretion, such Issuing Bank will, upon fulfillment of the applicable conditions set forth in Article IIIIV, make such Letter of Credit available to the Borrower at its office referred to in Section 9.01 8.01 or as otherwise agreed with the Borrower in connection with such issuance. In the event and to the extent that the provisions of any Letter of Credit Agreement shall conflict with this Agreement, the provisions of this Agreement shall govern.
Appears in 1 contract
Sources: Credit Agreement (At&t Corp)
Request for Issuance. (i) Each Letter of Credit shall be issued upon notice, given not later than 11:00 A.M. (New York City time) on the third fifth Business Day prior to the date of the proposed issuance of such Letter of Credit (or on such shorter notice as the applicable Issuing Bank may agree), by the any Borrower to any Issuing Bank, and such Issuing Bank shall give the Agent, prompt notice thereof by telex, telecopier or cablefacsimile. Each such notice of issuance of a Letter of Credit (a “Notice of Issuance”"NOTICE OF ISSUANCE") shall be by telex, telecopier or cabletelephone, confirmed promptly immediately in writing, or facsimile, specifying therein the requested (A) date of such issuance (which shall be a Business Day), (B) Available Amount of such Letter of Credit, (C) expiration date of such Letter of Credit (which shall not be later than 10 Business Days prior to one year after the date specified in clause of issuance thereof; PROVIDED that any Letter of Credit (awhich provides for automatic one-year extension(s) of such expiration date shall be deemed to comply with the definition foregoing requirement if the Issuing Bank has the unconditional right to prevent any such automatic extension from taking place, and each Issuing Bank hereby agrees to exercise such right to prevent any such automatic extension for each Letter of Credit outstanding after the Termination Date), (D) name and address of the beneficiary of such Letter of Credit and (E) form of such Letter of Credit, and shall be accompanied by such customary application and agreement for letter of credit as such Issuing Bank may reasonably specify to the Borrower requesting such issuance for use in connection with such requested Letter of Credit (a “Letter of Credit "LETTER OF CREDIT Agreement”"). If the beneficiary and requested form of such Letter of Credit is acceptable to such Issuing Bank in its sole discretion (it being agreed that a Letter of Credit substantially in the form set forth in Exhibit E hereto (as modified by an Issuing Bank in its reasonable discretion to account for any change in any regulatory or legal restriction applicable to such Issuing Bank or for any internal policy, procedure or guideline of such Issuing Bank or its affiliates generally applicable to the issuance of letters of credit) is acceptable in form to all Initial Issuing Banks)discretion, such Issuing Bank will, upon fulfillment of the applicable conditions set forth in Article III, make such Letter of Credit available to the Borrower requesting such issuance at its office referred to in Section 9.01 9.02 or as otherwise agreed with the such Borrower in connection with such issuance. In the event and to the extent that the provisions of any Letter of Credit Agreement shall conflict with this Agreement, the provisions of this Agreement shall govern.
Appears in 1 contract
Sources: 364 Day Credit Agreement (Interpublic Group of Companies Inc)
Request for Issuance. (i) Each Letter of Credit shall be issued upon notice, given not later than 11:00 A.M. (New York City time) on the third fifth Business Day prior to the date of the proposed issuance of such Letter of Credit (or on such shorter notice as the applicable Issuing Bank may agree), by the Borrower to any Issuing Bank, and such Issuing Bank shall give the Agent, prompt notice thereof by telex, telecopier or cablefacsimile. Each such notice of issuance of a Letter of Credit (a “"Notice of Issuance”") shall be by telex, telecopier or cabletelephone, confirmed promptly immediately in writing, or facsimile, specifying therein the requested (A) date of such issuance (which shall be a Business Day), (B) Available Amount of such Letter of Credit, (C) expiration date of such Letter of Credit (which shall not be later than 10 Business Days prior to one year after the date specified in clause (aof issuance thereof; provided that any Letter of Credit which provides for automatic one-year extension(s) of such expiration date shall be deemed to comply with the definition foregoing requirement if the Issuing Bank has the unconditional right to prevent any such automatic extension from taking place and each Issuing Bank hereby agrees to exercise such right to prevent any such automatic extension for each Letter of Credit outstanding after the Termination Date), (D) name and address of the beneficiary of such Letter of Credit and (E) form of such Letter of Credit, and shall be accompanied by such customary application and agreement for letter of credit as such Issuing Bank may reasonably specify to the Borrower for use in connection with such requested Letter of Credit (a “"Letter of Credit Agreement”"). If the beneficiary and requested form of such Letter of Credit is acceptable to such Issuing Bank in its sole discretion (it being agreed that a Letter of Credit substantially in the form set forth in Exhibit E hereto (as modified by an Issuing Bank in its reasonable discretion to account for any change in any regulatory or legal restriction applicable to such Issuing Bank or for any internal policy, procedure or guideline of such Issuing Bank or its affiliates generally applicable to the issuance of letters of credit) is acceptable in form to all Initial Issuing Banks)discretion, such Issuing Bank will, upon fulfillment of the applicable conditions set forth in Article III, make such Letter of Credit available to the Borrower at its office referred to in Section 9.01 8.02 or as otherwise agreed with the Borrower in connection with such issuance. In the event and to the extent that the provisions of any Letter of Credit Agreement shall conflict with this Agreement, the provisions of this Agreement shall govern.
Appears in 1 contract
Request for Issuance. (i) Each Letter of Credit shall be issued upon notice, given not NYDOCS01/1619437.3A 35 later than 11:00 A.M. (New York City time) on the third fifth Business Day prior to the date of the proposed issuance of such Letter of Credit (or on such shorter notice as the applicable Issuing Bank may agree), by the any Borrower to any Issuing Bank, and such Issuing Bank shall give the Administrative Agent, prompt notice thereof by telex, telecopier or cablefacsimile. Each such notice of issuance of a Letter of Credit (a “Notice of Issuance”) shall be by telex, telecopier or cabletelephone, confirmed promptly immediately in writing, or facsimile, specifying therein the requested (A) date of such issuance (which shall be a Business Day), (B) Available Amount and currency (which shall be a Major Currency or Dollars) of such Letter of Credit, (C) expiration date of such Letter of Credit (which shall not be later than 10 Business Days prior to the date specified in clause (a) of the definition of Termination Date), (D) name and address of the beneficiary of such Letter of Credit and (E) form of such Letter of Credit, and shall be accompanied by such customary application and agreement for letter of credit as such Issuing Bank may reasonably specify to the Borrower requesting such issuance for use in connection with such requested Letter of Credit (a “Letter of Credit AgreementApplication”). If (A) the beneficiary and requested form of such Letter of Credit is acceptable Credit, in the reasonable judgment of the Issuing Bank, conforms to standard practices of financial institutions that regularly issue letters of credit, (B) the issuance of a letter of credit to the beneficiary of such Issuing Bank in its sole discretion (it being agreed that a Letter of Credit substantially would not, in the form set forth in Exhibit E hereto reasonable judgment of the Issuing Bank, violate or conflict with (as modified by an Issuing Bank in its reasonable discretion to account for any change in y) any regulatory or legal restriction applicable to such the Issuing Bank Bank, or for (z) any internal policy, procedure or guideline of such of, the Issuing Bank that is consistent with standard practices of financial institutions that regularly issue letters of credit and (C) the Issuing Bank has not received written notice form any Lender, the Administrative Agent or its affiliates generally applicable any Borrower, at least one Business Day prior to the requested date of issuance or amendment of letters the applicable Letter of credit) is acceptable Credit, that one or more applicable conditions contained in form to all Initial Issuing Banks)Section 3.03 shall not be satisfied, then such Issuing Bank will, upon fulfillment of the applicable conditions set forth in Article III, make such Letter of Credit available to the Borrower requesting such issuance at its office referred to in Section 9.01 9.02 or as otherwise agreed with the such Borrower in connection with such issuance. In the event and to the extent that the provisions of any Letter of Credit Agreement Application shall conflict with this Agreement, the provisions of this Agreement shall govern. An Issuing Bank that issues a Letter of Credit which expires prior to the Termination Date but provides for automatic extension of the expiry date will not exercise its right to prevent the automatic extension of the expiry date unless (i) the applicable conditions set forth in Section 3.03 are not satisfied as to the date of such Issuing Bank’s required notice of non-extension, or (ii) such automatic extension would extend the expiry date beyond the Termination Date.
Appears in 1 contract
Sources: Five Year Credit Agreement (Honeywell International Inc)
Request for Issuance. (i) Each Letter of Credit issued under the Multicurrency Revolving Credit Facility shall be issued upon noticenotice (a “Notice of Issuance”), given not later than 11:00 A.M. 12:00 P.M. (New York City time) on the third Business Day prior to the date of the proposed issuance of such Letter of Credit (or on such shorter notice as the applicable Issuing Bank may agree)) or 12:00 P.M. (Sydney, Australia time) on the fourth Business Day prior to the date of the proposed issuance of such Letter of Credit if denominated in AU$, by any Multicurrency Revolver Borrower under the Borrower Multicurrency Revolving Credit Facility to any Issuing Bank, and such Issuing Bank shall give the Agent, Agent prompt notice thereof by telexfacsimile, telecopier following its receipt of a Notice of Issuance from the applicable Borrower; provided that any Letter of Credit requested pursuant to this Agreement may state or cableindicate that the Company or any of its Restricted Subsidiaries is the “Account Party”, “Applicant”, “applicant”, “Requesting Party” or any similar designation. Each such notice Notice of issuance Issuance of a Letter of Credit (a “Notice of Issuance”) shall be initially made by telex, telecopier or cabletelephone, confirmed promptly thereafter in writingwriting or by facsimile, specifying and shall specify therein the requested (A) date of such issuance (which shall be a Business Day), (B) Available Amount of such Letter of Credit, (C) [reserved], (D) the currency in which such Letter of Credit is to be denominated, (E) expiration date of such Letter of Credit (which shall not be later than 10 the earlier of five Business Days prior to the date specified in scheduled Termination Date of the Multicurrency Revolving Credit Facility (under clause (aa)(i) of the definition of “Termination Date”) or one year after the date of issuance thereof; provided that any Letter of Credit which provides for automatic one-year extension(s) of such expiration date shall be deemed to comply with the foregoing requirement if the Issuing Bank has the unconditional right to prevent any such automatic extension from taking place after such scheduled Termination Date), (DF) name and address of the beneficiary of such Letter of Credit and (E) form of such Letter of Credit, and shall be accompanied by such application and agreement for letter of credit as such Issuing Bank may reasonably specify to the Borrower for use in connection with such requested Letter of Credit (a “Letter of Credit Agreement”). If the beneficiary and requested form of such Letter of Credit is acceptable to such Issuing Bank in its sole discretion (it being agreed that a Letter of Credit substantially in the form set forth in Exhibit E hereto (as modified by an Issuing Bank in its reasonable discretion to account for any change in any regulatory or legal restriction applicable to such Issuing Bank or for any internal policy, procedure or guideline of such Issuing Bank or its affiliates generally applicable to the issuance of letters of credit) is acceptable in form to all Initial Issuing Banks), such Issuing Bank will, upon fulfillment of the applicable conditions set forth in Article III, make such Letter of Credit available to the Borrower at its office referred to in Section 9.01 or as otherwise agreed with the Borrower in connection with such issuance. In the event and to the extent that the provisions of any Letter of Credit Agreement shall conflict with this Agreement, the provisions of this Agreement shall govern.AMERICAS/2024254939.6 74 Sealed Air – 4th A&R Syndicated Facility Agt
Appears in 1 contract
Request for Issuance. (i) Subject to the terms and conditions of this Agreement (including, without limitation, Section 2.02A(b), Agent agrees to assist the Borrowers in obtaining the issuance of Letters of Credit for the account of the Borrowers. To request the issuance of a Letter of Credit or Letter of Credit Guaranty (or the amendment, renewal, or extension of an outstanding Letter of Credit or Letter of Credit Guaranty), an Authorized Officer of Administrative Borrower shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the Agent) to the L/C Issuer and Agent (reasonably in advance of the requested date of issuance, amendment, renewal, or extension) a Letter of Credit Application, together with any necessary related documents, requesting the issuance of a Letter of Credit or Letter of Credit Guaranty, or identifying the Letter of Credit or Letter of Credit Guaranty to be amended, renewed, or extended, the date of issuance, amendment, renewal, or extension, the date on which such Letter of Credit or Letter of Credit Guaranty is to expire, the amount of such Letter of Credit or Letter of Credit Guaranty, the name and address of the beneficiary thereof, and such other information as shall be necessary to prepare, amend, renew, or extend such Letter of Credit or Letter of Credit Guaranty. If requested by the Agent or the L/C Issuer, the Borrowers also shall be an applicant under the Letter of Credit Application with respect to any Letter of Credit that is to be the subject of a Letter of Credit Guaranty.
(ii) The Borrowers and the Lender Group acknowledge and agree that the letters of credit described in Schedule 2.03A(a)(ii) hereto have previously been issued by the L/C Issuer for the account of the Borrowers pursuant to the Existing Agreement, and shall be treated as Letters of Credit for all purposes of this Agreement. Each Letter of Credit shall be issued upon noticein form and substance acceptable to the Agent and the L/C Issuer (in the exercise of their Permitted Discretion), given including the requirement that the amounts payable thereunder must be payable in Dollars. If the Agent is obligated to advance funds under a Letter of Credit Guaranty or the L/C Issuer is obligated to pay under a Letter of Credit, all Reimbursement Obligations arising therefrom shall immediately and automatically be deemed to be a Revolving Loan hereunder and, thereafter, shall bear interest at the rate then applicable to Revolving Loans that are Base Rate Loans under Section 2.04. To the extent the Reimbursement Obligations are deemed to be a Revolving Loan hereunder, the Borrowers’ obligation to repay such Reimbursement Obligations shall be discharged and replaced by the resulting Revolving Loan. Promptly following receipt by the Agent of any payment from the Borrowers pursuant to this paragraph, the Agent shall apply such payment to the Reimbursement Obligations paid by itself or, to the extent that Lenders have made payments pursuant to Section 2.02A to reimburse the Agent, then to such Lenders and the L/C Issuer as their interest may appear.
(iii) The Agent shall not later than 11:00 A.M. (New York City time) provide support, pursuant to the Letter of Credit Guaranty, if the Agent shall have received written notice from the Required Lenders on the third Business Day prior to the date of immediately preceding the proposed issuance of date for such Letter of Credit (that one or more of the conditions precedent in Section 5.02 will not have been satisfied on such shorter notice as the applicable Issuing Bank may agree), by the Borrower to any Issuing Bankdate, and such Issuing Bank the Agent shall give otherwise be required to determine that, or take notice whether, the Agent, prompt notice thereof by telex, telecopier or cable. Each such notice of issuance of a Letter of Credit (a “Notice of Issuance”) shall be by telex, telecopier or cable, confirmed promptly in writing, specifying therein the requested (A) date of such issuance (which shall be a Business Day), (B) Available Amount of such Letter of Credit, (C) expiration date of such Letter of Credit (which shall not be later than 10 Business Days prior to the date specified in clause (a) of the definition of Termination Date), (D) name and address of the beneficiary of such Letter of Credit and (E) form of such Letter of Credit, and shall be accompanied by such application and agreement for letter of credit as such Issuing Bank may reasonably specify to the Borrower for use in connection with such requested Letter of Credit (a “Letter of Credit Agreement”). If the beneficiary and requested form of such Letter of Credit is acceptable to such Issuing Bank in its sole discretion (it being agreed that a Letter of Credit substantially in the form conditions precedent set forth in Exhibit E hereto (as modified by an Issuing Bank in its reasonable discretion to account for any change in any regulatory or legal restriction applicable to such Issuing Bank or for any internal policy, procedure or guideline of such Issuing Bank or its affiliates generally applicable to the issuance of letters of credit) is acceptable in form to all Initial Issuing Banks), such Issuing Bank will, upon fulfillment of the applicable conditions set forth in Article III, make such Letter of Credit available to the Borrower at its office referred to in Section 9.01 or as otherwise agreed with the Borrower in connection with such issuance. In the event and to the extent that the provisions of any Letter of Credit Agreement shall conflict with this Agreement, the provisions of this Agreement shall govern5.02 have been satisfied.
Appears in 1 contract
Sources: Financing Agreement (Frederick's of Hollywood Group Inc /Ny/)
Request for Issuance. (i) Each Letter of Credit shall be issued upon notice, given not later than 11:00 A.M. (New York City time) on the third fifth Business Day prior to the date of the proposed issuance of such Letter of Credit (or on such shorter notice as the applicable Issuing Bank may agree), by the Borrower to any Issuing Bank, and such Issuing Bank shall give the Agent, prompt notice thereof by telex, telecopier or cablefacsimile. Each such notice of issuance of a Letter of Credit (a “Notice of Issuance”) shall be by telex, telecopier or cabletelephone, confirmed promptly immediately in writing, or facsimile, specifying therein the requested (A) date of such issuance (which shall be a Business Day), (B) Available Amount of such Letter of Credit, (C) expiration date of such Letter of Credit (which shall not be later than 10 Business Days prior to one year after the date specified in clause (aof issuance thereof; provided that any Letter of Credit which provides for automatic one-year extension(s) of such expiration date shall be deemed to comply with the definition foregoing requirement if the Issuing Bank has the unconditional right to prevent any such automatic extension from taking place and each Issuing Bank hereby agrees to exercise such right to prevent any such automatic extension for each Letter of Credit outstanding after the Termination Date), (D) name and address of the beneficiary of such Letter of Credit and (E) form of such Letter of Credit, and shall be accompanied by such customary application and agreement for letter of credit as such Issuing Bank may reasonably specify to the Borrower for use in connection with such requested Letter of Credit (a “Letter of Credit Agreement”). If the beneficiary and requested form of such Letter of Credit is acceptable to such Issuing Bank in its sole discretion (it being agreed that a Letter of Credit substantially in the form set forth in Exhibit E hereto (as modified by an Issuing Bank in its reasonable discretion to account for any change in any regulatory or legal restriction applicable to such Issuing Bank or for any internal policy, procedure or guideline of such Issuing Bank or its affiliates generally applicable to the issuance of letters of credit) is acceptable in form to all Initial Issuing Banks)discretion, such Issuing Bank will, upon fulfillment of the applicable conditions set forth in Article III, make such Letter of Credit available to the Borrower at its office referred to in Section 9.01 8.02 or as otherwise agreed with the Borrower in connection with such issuance. In the event and to the extent that the provisions of any Letter of Credit Agreement shall conflict with this Agreement, the provisions of this Agreement shall govern.
Appears in 1 contract
Request for Issuance. (i) Each Letter of Credit issued under the Multicurrency Revolving Credit Facility shall be issued upon noticenotice (a “Notice of Issuance”), given not later than 11:00 A.M. 12:00 P.M. (New York City time) on the third Business Day prior to the date of the proposed issuance of such Letter of Credit (or on such shorter notice as the applicable Issuing Bank may agree)) or 12:00 P.M. (Sydney, Australia time) on the fourth Business Day prior to the date of the proposed issuance of such Letter of Credit if denominated in AU$, by any Multicurrency Revolver Borrower under the Borrower Multicurrency Revolving Credit Facility to any Issuing Bank, and such Issuing Bank shall give the Agent, Agent prompt notice thereof by telexfacsimile, telecopier following its receipt of a Notice of Issuance from the applicable Borrower; provided that any Letter of Credit requested pursuant to this Agreement may state or cableindicate that the Company or any of its Restricted Subsidiaries is the “Account Party”, “Applicant”, “applicant”, “Requesting Party” or any similar designation. Each such notice Notice of issuance Issuance of a Letter of Credit (a “Notice of Issuance”) shall be initially made by telex, telecopier or cabletelephone, confirmed promptly thereafter in writingwriting or by facsimile, specifying and shall specify therein the requested (A) date of such issuance (which shall be a Business Day), (B) Available Amount of such Letter of Credit, (C) [reserved], (D) the currency in which such Letter of Credit is to be denominated, (E) expiration date of such Letter of Credit (which shall not be later than 10 the earlier of five Business Days prior to the date specified in scheduled Termination Date of the Multicurrency Revolving Credit Facility (under clause (aa)(i) of the definition of “Termination Date”) or one year after the date of issuance thereof; provided that any Letter of Credit which provides for automatic one-year extension(s) of such expiration date shall be deemed to comply with the foregoing requirement if the Issuing Bank has the unconditional right to prevent any such automatic extension from taking place after such scheduled Termination Date), (DF) name and address of the beneficiary of such Letter of Credit Credit, and (EG) form of such Letter of Credit, and shall be accompanied by such customary application and agreement for letter issuance of letters of credit as such Issuing Bank may reasonably specify to the Borrower for use in connection with such requested Letter of Credit (a “Letter of Credit Agreement”). If the beneficiary and requested form of such Letter of Credit is acceptable to such Issuing Bank in its sole discretion (it being agreed that a Letter of Credit substantially in the form set forth in Exhibit E hereto (as modified by an Issuing Bank in its reasonable discretion to account for any change in any regulatory or legal restriction applicable to such Issuing Bank or for any internal policy, procedure or guideline of such Issuing Bank or its affiliates generally applicable to the issuance of letters of credit) is acceptable in form to all Initial Issuing Banks), such Issuing Bank will, upon fulfillment of the applicable conditions set forth in Article III, make such Letter of Credit available to the Borrower at its office referred to in Section 9.01 or as otherwise agreed with the Borrower in connection with such issuance. In the event and to the extent that the provisions of any Letter of Credit Agreement shall conflict with this Agreement, the provisions of this Agreement shall govern.Borrower
Appears in 1 contract
Request for Issuance. (i) Each Letter of Credit shall be issued upon notice, given not later than 11:00 A.M. (New York City time) on the third fifth Business Day prior to the date of the proposed issuance of such Letter of Credit (or on such shorter notice as the applicable Issuing Bank may agree), by the any Borrower to any Issuing Bank, and such Issuing Bank shall give the Agent, prompt notice thereof by telex, telecopier or cablefacsimile. Each such notice of issuance of a Letter of Credit (a “Notice of Issuance”) shall be by telex, telecopier or cabletelephone, confirmed promptly immediately in writing, or facsimile, specifying therein the requested (Ai) date of such issuance (which shall be a Business Day), (Bii) Available Amount and currency of such Letter of Credit, (Ciii) expiration date of such Letter of Credit (which shall not be later than 10 Business Days the earlier of (x) 15 days prior to the Termination Date or (y) the date specified in clause (athat is one year after the issuance thereof; provided that any Letter of Credit which provides for automatic one-year extension(s) of such expiration date shall be deemed to comply with the definition foregoing requirement if the Issuing Bank has the unconditional right to prevent any such automatic extension from taking place and each Issuing Bank hereby agrees to exercise such right to prevent any such automatic extension for each Letter of Credit outstanding after the Termination Date), (Div) name and address of the beneficiary of such Letter of Credit and (Ev) form of such Letter of Credit, and shall be accompanied by such customary application and agreement for letter of credit as such Issuing Bank may reasonably specify to the Borrower requesting such issuance for use in connection with such requested Letter of Credit (a “Letter of Credit Agreement”). If the beneficiary and requested form of such Letter of Credit is acceptable to such Issuing Bank in its sole discretion (it being agreed that a Letter of Credit substantially in the form set forth in Exhibit E hereto (as modified by an Issuing Bank in its reasonable discretion to account for any change in any regulatory or legal restriction applicable to such Issuing Bank or for any internal policy, procedure or guideline of such Issuing Bank or its affiliates generally applicable to the issuance of letters of credit) is acceptable in form to all Initial Issuing Banks)discretion, such Issuing Bank will, upon fulfillment of the applicable conditions set forth in Article III, make such Letter of Credit available to the Borrower requesting such issuance at its office referred to in Section 9.01 9.02 or as otherwise agreed with the such Borrower in connection with such issuance. In the event and to the extent that the provisions of any Letter of Credit Agreement shall conflict with this Agreement, the provisions of this Agreement shall govern.
Appears in 1 contract
Sources: Credit Agreement (Interpublic Group of Companies, Inc.)
Request for Issuance. (i) Each Letter of Credit shall be issued upon notice, given not later than 11:00 A.M. (New York City time) on the third Business Day prior to the date of the proposed issuance of such Letter of Credit (or on such shorter notice as the applicable Issuing Bank may agree), by the Borrower to any Issuing Bank, and such Issuing Bank shall give the Agent, prompt notice thereof by telex, telecopier or cable. Each such notice of issuance of a Letter of Credit (a “"Notice of Issuance”") shall be by telex, telecopier or cable, confirmed promptly in writing, specifying therein the requested (A) date of such issuance (which shall be a Business Day), (B) Available Amount of such Letter of Credit, (C) expiration date of such Letter of Credit (which shall not be later than 10 Business Days prior to the date specified in clause (a) of the definition of Termination Date), (D) name and address of the beneficiary of such Letter of Credit and (E) form of such Letter of Credit, and shall be accompanied by such application and agreement for letter of credit as such Issuing Bank may reasonably specify to the Borrower for use in connection with such requested Letter of Credit (a “"Letter of Credit Agreement”"). If the beneficiary and requested form of such Letter of Credit is acceptable to such Issuing Bank in its sole discretion (it being agreed that a Letter of Credit substantially in the form set forth in Exhibit E hereto (as modified by an Issuing Bank in its reasonable discretion to account for any change in any regulatory or legal restriction applicable to such Issuing Bank or for any internal policy, procedure or guideline of such Issuing Bank or its affiliates generally applicable to the issuance of letters of credit) is acceptable in form to all Initial Issuing Banks), such Issuing Bank will, upon fulfillment of the applicable conditions set forth in Article III, make such Letter of Credit available to the Borrower at its office referred to in Section 9.01 or as otherwise agreed with the Borrower in connection with such issuance. In the event and to the extent that the provisions of any Letter of Credit Agreement shall conflict with this Agreement, the provisions of this Agreement shall govern.
Appears in 1 contract
Request for Issuance. (i) Subject to the terms and conditions of this Agreement (including, without limitation, Section 2.02A(b)), Agent agrees to assist the Borrowers in obtaining the issuance of Letters of Credit for the account of the Borrowers. To request the issuance of a Letter of Credit or Letter of Credit Guaranty (or the amendment, renewal, or extension of an outstanding Letter of Credit or Letter of Credit Guaranty), an Authorized Officer of Administrative Borrower shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the Agent) to the L/C Issuer and Agent (reasonably in advance of the requested date of issuance, amendment, renewal, or extension) a Letter of Credit Application, together with any necessary related documents, requesting the issuance of a Letter of Credit or Letter of Credit Guaranty, or identifying the Letter of Credit or Letter of Credit Guaranty to be amended, renewed, or extended, the date of issuance, amendment, renewal, or extension, the date on which such Letter of Credit or Letter of Credit Guaranty is to expire, the amount of such Letter of Credit or Letter of Credit Guaranty, the name and address of the beneficiary thereof, and such other information as shall be necessary to prepare, amend, renew, or extend such Letter of Credit or Letter of Credit Guaranty. If requested by the Agent or the L/C Issuer, the Borrowers also shall be an applicant under the Letter of Credit Application with respect to any Letter of Credit that is to be the subject of a Letter of Credit Guaranty.
(ii) The Borrowers and the Lender Group acknowledge and agree that the letters of credit described in Schedule 2.03A(a)(ii) hereto have previously been issued by the L/C Issuer for the account of the Borrowers pursuant to the Existing Agreement, and shall be treated as Letters of Credit for all purposes of this Agreement. Each Letter of Credit shall be issued upon noticein form and substance acceptable to the Agent and the L/C Issuer (in the exercise of their Permitted Discretion), given including the requirement that the amounts payable thereunder must be payable in Dollars. If the Agent is obligated to advance funds under a Letter of Credit Guaranty or the L/C Issuer is obligated to pay under a Letter of Credit, all Reimbursement Obligations arising therefrom shall immediately and automatically be deemed to be a Revolving Loan hereunder and, thereafter, shall bear interest at the rate then applicable to Revolving Loans that are Base Rate Loans under Section 2.04. To the extent the Reimbursement Obligations are deemed to be a Revolving Loan hereunder, the Borrowers’ obligation to repay such Reimbursement Obligations shall be discharged and replaced by the resulting Revolving Loan. Promptly following receipt by the Agent of any payment from the Borrowers pursuant to this paragraph, the Agent shall apply such payment to the Reimbursement Obligations paid by itself or, to the extent that Lenders have made payments pursuant to Section 2.02A to reimburse the Agent, then to such Lenders and the L/C Issuer as their interest may appear.
(iii) The Agent shall not later than 11:00 A.M. (New York City time) provide support, pursuant to the Letter of Credit Guaranty, if the Agent shall have received written notice from the Required Lenders on the third Business Day prior to the date of immediately preceding the proposed issuance of date for such Letter of Credit (that one or more of the conditions precedent in Section 5.02 will not have been satisfied on such shorter notice as the applicable Issuing Bank may agree), by the Borrower to any Issuing Bankdate, and such Issuing Bank the Agent shall give otherwise be required to determine that, or take notice whether, the Agent, prompt notice thereof by telex, telecopier or cable. Each such notice of issuance of a Letter of Credit (a “Notice of Issuance”) shall be by telex, telecopier or cable, confirmed promptly in writing, specifying therein the requested (A) date of such issuance (which shall be a Business Day), (B) Available Amount of such Letter of Credit, (C) expiration date of such Letter of Credit (which shall not be later than 10 Business Days prior to the date specified in clause (a) of the definition of Termination Date), (D) name and address of the beneficiary of such Letter of Credit and (E) form of such Letter of Credit, and shall be accompanied by such application and agreement for letter of credit as such Issuing Bank may reasonably specify to the Borrower for use in connection with such requested Letter of Credit (a “Letter of Credit Agreement”). If the beneficiary and requested form of such Letter of Credit is acceptable to such Issuing Bank in its sole discretion (it being agreed that a Letter of Credit substantially in the form conditions precedent set forth in Exhibit E hereto (as modified by an Issuing Bank in its reasonable discretion to account for any change in any regulatory or legal restriction applicable to such Issuing Bank or for any internal policy, procedure or guideline of such Issuing Bank or its affiliates generally applicable to the issuance of letters of credit) is acceptable in form to all Initial Issuing Banks), such Issuing Bank will, upon fulfillment of the applicable conditions set forth in Article III, make such Letter of Credit available to the Borrower at its office referred to in Section 9.01 or as otherwise agreed with the Borrower in connection with such issuance. In the event and to the extent that the provisions of any Letter of Credit Agreement shall conflict with this Agreement, the provisions of this Agreement shall govern5.02 have been satisfied.
Appears in 1 contract
Request for Issuance. (i) Each Letter of Credit shall be issued upon notice, given not later than 11:00 A.M. 1:00 P.M. (New York City London time) on the third Business Day prior to the date of the proposed issuance of such Letter of Credit (or on such shorter notice as the applicable Issuing Bank may agree)Credit, by the Borrower to any the Issuing Bank, and such Issuing Bank which shall give to the Agent, Administrative Agent and each Lender prompt notice thereof by telex, telecopier or cablethereof. Each such notice of issuance of a Letter of Credit (a “Notice of Issuance”) shall be by telex, telecopier or cable, confirmed promptly in writingtelecopier, specifying therein the requested (A) date of such issuance (which shall be a Business Day), (B) Available Amount of such Letter of Credit, (C) expiration date of such Letter of Credit (which shall not be later than 10 Business Days prior to the date specified in clause (a) of the definition of Termination Date)Credit, (D) name and address of the beneficiary of such Letter of Credit and (E) form of such Letter of Credit, and shall be accompanied by such application and agreement for letter of credit as such the Issuing Bank may reasonably specify to the Borrower for use in connection with such requested Letter of Credit (a “Letter of Credit Agreement”). Any Notice of Issuance shall also comply with and satisfy the terms of Section 3.02. If the beneficiary and requested form of such Letter of Credit and the identity and location of the proposed beneficiary thereof is acceptable to the Issuing Bank consistent with such Issuing Bank in its sole discretion (it being agreed that a Letter of Credit substantially in the form set forth in Exhibit E hereto (as modified by an Issuing Bank in its reasonable discretion to account for any change in any regulatory or legal restriction applicable to such Issuing Bank or for any internal policy, procedure or guideline of such Issuing Bank or its affiliates Bank’s established policies generally applicable to the issuance of letters of credit) is acceptable in form to all Initial Issuing Banks)credit and/or letters of guarantee and any applicable law, such Issuing Bank will, upon fulfillment of the applicable conditions set forth in Article IIISection 3.02, make such Letter of Credit available to the Borrower at its the Issuing Bank’s office referred to in Section 9.01 8.02 or as otherwise agreed with the Borrower in connection with such issuanceBorrower. In the event and to the extent that the provisions of any Letter of Credit Agreement shall conflict with this Agreement, the provisions of this Agreement shall govern. Notwithstanding the terms of Section 8.07, from time to time the Issuing Bank may, by notice to the Administrative Agent and the Borrower, assign to an Affiliate of the Issuing Bank all or a portion of such assigning Issuing Bank’s obligations to issue Letters of Credit hereunder. Upon the issuance of a Letter of Credit, each Lender shall be deemed to have a risk participation in such Letter of Credit to the extent of its Pro Rata Share of the Available Amount of such Letter of Credit.
Appears in 1 contract
Sources: Senior Secured Credit Facility (Excel Maritime Carriers LTD)
Request for Issuance. (i) Each Letter of Credit shall be issued upon notice, given not later than 11:00 A.M. (New York City time) on the third fifth Business Day prior to the date of the proposed issuance of such Letter of Credit (or on such shorter notice as the applicable Issuing Bank may agree), by the any Borrower to any Issuing Bank, and such Issuing Bank shall give the Agent, prompt notice thereof by telextelecopier, telecopier telephone or cable. Each such notice of issuance of a Letter of Credit (a “Notice of Issuance”) shall be by telextelecopier, telecopier telephone or cablecable or, if agreed to by the applicable Issuing Bank, by e-mail, confirmed promptly immediately in writing, specifying therein the requested (A) date of such issuance (which shall be a Business Day), (B) Available Amount and currency of such Letter of Credit, (C) expiration date of such Letter of Credit (which shall not be later than 10 Business Days prior to one year after the date specified in clause (aof issuance thereof; provided that any Letter of Credit which provides for automatic one-year extension(s) of such expiration date shall be deemed to comply with the definition foregoing requirement if the Issuing Bank has the unconditional right to prevent any such automatic extension which extends beyond the Termination Date from taking place and each Issuing Bank hereby agrees to exercise such right to prevent any such automatic extension for each Letter of Credit outstanding after the Termination Date), (D) name and address of the beneficiary of such Letter of Credit and (E) form of such Letter of Credit, and shall be accompanied by such application and agreement for letter of credit as such Issuing Bank may reasonably specify to the applicable Borrower for use in connection with such requested Letter of Credit (a “Letter of Credit Agreement”). If the beneficiary and requested form of such Letter of Credit is acceptable to such Issuing Bank in its sole discretion (it being agreed that a Letter of Credit substantially in the form set forth in Exhibit E hereto (as modified by an Issuing Bank in its reasonable discretion to account for any change in any regulatory or legal restriction applicable to such Issuing Bank or for any internal policy, procedure or guideline of such Issuing Bank or its affiliates generally applicable to the issuance of letters of credit) is acceptable in form to all Initial Issuing Banks)discretion, such Issuing Bank will, upon fulfillment of the applicable conditions set forth in Article III, make such Letter of Credit available to the applicable Borrower at its office referred to in Section 9.01 9.02 or as otherwise agreed with the such Borrower in connection with such issuance. In the event and to the extent that the provisions of any Letter of Credit Agreement shall directly conflict with this Agreement, the provisions of this Agreement shall govern, it being the intention of the parties that any Letter of Credit Agreement shall supplement this Agreement.
Appears in 1 contract
Request for Issuance. (i) Each Letter of Credit issued under the Multicurrency Revolving Credit Facility shall be issued upon noticenotice (a “Notice of Issuance”), given not later than 11:00 A.M. 12:00 P.M. (New York City time) on the third Business Day prior to the date of the proposed issuance of such Letter of Credit (or on such shorter notice as the applicable Issuing Bank may agree)) or 12:00 P.M. (Sydney, Australia time) on the fourth Business Day prior to the date of the proposed issuance of such Letter of Credit if denominated in AU$, by any Multicurrency Revolver Borrower under the Borrower Multicurrency Revolving Credit Facility to any Issuing Bank, and such Issuing Bank shall give the Agent, Agent prompt notice thereof by telexfacsimile, telecopier following its receipt of a Notice of Issuance from the applicable Borrower; provided that any Letter of Credit requested pursuant to this Agreement may state or cableindicate that the Company or any of its Restricted Subsidiaries is the “Account Party”, “Applicant”, “applicant”, “Requesting Party” or any similar designation. Each such notice Notice of issuance Issuance of a Letter of Credit (a “Notice of Issuance”) shall be initially made by telex, telecopier or cabletelephone, confirmed promptly thereafter in writingwriting or by facsimile, specifying and shall specify therein the requested (A) date of such issuance (which shall be a Business Day), (B) Available Amount of such Letter of Credit, (C) [reserved], (D) the currency in which such Letter of Credit is to be denominated, (E) expiration date of such Letter of Credit (which shall not be later than 10 the earlier of five Business Days prior to the date specified in scheduled Termination Date of the Multicurrency Revolving Credit Facility (under clause (aa)(i) of the definition of “Termination Date”) or one year after the date of issuance thereof; provided that any Letter of Credit which provides for automatic one-year extension(s) of such expiration date shall be deemed to comply with the foregoing requirement if the Issuing Bank has the unconditional right to prevent any such automatic extension from taking place after such scheduled Termination Date), (DF) name and address of the beneficiary of such Letter of Credit Credit, and (EG) form of such Letter of Credit, and shall be accompanied by such customary application and agreement for letter issuance of letters of credit as such Issuing Bank may reasonably specify to the Borrower requesting such issuance for use in connection with such requested Letter of Credit (a “Letter of Credit Agreement”). If the beneficiary and requested form of such Letter of Credit is acceptable to such Issuing Bank in its sole discretion (it being agreed that a and, for the avoidance of doubt, no Issuing Bank shall be required to issue any Letter of Credit substantially in the form set forth in Exhibit E hereto (as modified by an Issuing Bank in its reasonable discretion to account for any change in any regulatory or legal restriction applicable to other than a standby letter of credit unless such Issuing Bank or for any internal policy, procedure or guideline of such Issuing Bank or agrees in its affiliates generally applicable to the issuance of letters of credit) is acceptable in form to all Initial Issuing Bankssole discretion), such Issuing Bank will, upon fulfillment of the applicable conditions set forth in Article IIISection 3.02, make such Letter of Credit available to the Borrower requesting such issuance at its office referred to in Section 9.01 or as otherwise agreed with the Borrower in connection with such issuance. In the event and to the extent that the provisions of any Letter of Credit Agreement shall conflict with this Agreement, the provisions of this Agreement shall govern.76 Sealed Air – 4th A&R Syndicated Facility Agt
Appears in 1 contract
Request for Issuance. (i) Each Letter of Credit shall be issued upon notice, given not later than 11:00 A.M. a.m. (New York City Dallas time) on the third Business Day prior to the date of the proposed issuance of such Letter of Credit (or on such shorter notice as the applicable Issuing Bank may agree)Credit, by the Borrower to any the Issuing Bank, . Each Letter of Credit shall be issued upon notice given in accordance with the terms of any separate agreement between the Borrower and such the Issuing Bank in form and substance reasonably satisfactory to the Borrower and the Issuing Bank providing for the issuance of Letters of Credit pursuant to this Agreement and containing terms and conditions not inconsistent with this Agreement (a "Letter of Credit Agreement"), provided -------------------------- -------- that if any such terms and conditions are inconsistent with this Agreement, this Agreement shall give the Agent, prompt notice thereof by telex, telecopier or cablecontrol. Each such notice of issuance of a Letter of Credit by the Borrower (a “"Notice of Issuance”") shall be by telex, ------------------ telecopier or cable, confirmed promptly specifying therein, in writingthe case of a Letter of Credit, specifying therein the requested (A) date of such issuance (which shall be a Business Day), (B) Available Amount maximum amount of such Letter of Credit, (C) expiration date of such Letter of Credit (which shall not be later than 10 Business Days prior to the date specified in clause (a) of the definition of Termination Date)Credit, (D) name and address of the beneficiary of such Letter of Credit and Credit, (E) form of such Letter of Credit, Credit and (F) such other information as shall be accompanied by such application and agreement for letter of credit as such Issuing Bank may reasonably specify required pursuant to the Borrower for use in connection with such requested Letter of Credit (a “relevant Letter of Credit Agreement”). If the beneficiary and requested form terms of such Letter of Credit is are acceptable to such Issuing Bank in its sole discretion (it being agreed that a Letter of Credit substantially in the form set forth in Exhibit E hereto (as modified by an Issuing Bank in its reasonable discretion to account for any change in any regulatory or legal restriction applicable to such Issuing Bank or for any internal policydiscretion, procedure or guideline of such Issuing Bank or its affiliates generally applicable to the issuance of letters of credit) is acceptable in form to all Initial Issuing Banks), such Issuing Bank will, upon fulfillment of the applicable conditions set forth in Article III3 hereof, make such --------- Letter of Credit available to the Borrower at its office referred to in Section 9.01 11.1 or as otherwise agreed with the Borrower in connection with ------------ such issuance. In .
(ii) The Issuing Bank shall furnish to each Lender after each Quarterly Date (or each Monthly Date, if requested by any Lender) a (A) written report summarizing issuance and expiration dates of Letters of Credit issued during the event preceding fiscal quarter and to the extent that the provisions drawings during such fiscal quarter under all Letters of Credit and setting forth Lender's participation therein and (B) if requested by any Lender, a copy of each Letter of Credit Agreement shall conflict with this Agreement, issued during the provisions of this Agreement shall governpreceding fiscal quarter.
Appears in 1 contract
Sources: Credit Agreement (Kevco Inc)
Request for Issuance. (i) Each Letter of Credit shall be issued upon notice, given not later than 11:00 A.M. (New York City time) on the third fifth Business Day prior to the date of the proposed issuance of such Letter of Credit (or on such shorter notice as the applicable Issuing Bank may agree), by the any Borrower to any Issuing Bank, and such Issuing Bank shall give the Agent, Agent prompt notice thereof by telex, telecopier or cablefacsimile. Each such notice of issuance of a Letter of Credit (a “Notice of Issuance”) shall be by telex, telecopier or cabletelephone, confirmed promptly in writing, or facsimile, specifying therein the requested (A) date of such issuance (which shall be a Business Day), (B) Available Amount of such Letter of Credit, (C) expiration date of such Letter of Credit (which shall not be later than 10 Business Days prior to the earlier of the Termination Date or one year after the date specified in clause (aof issuance thereof; provided that any Letter of Credit which provides for automatic one-year extension(s) of such expiration date shall be deemed to comply with the definition foregoing requirement if the Issuing Bank has the unconditional right to prevent any such automatic extension from taking place and each Issuing Bank hereby agrees to exercise such right to prevent any such automatic extension for each Letter of Credit outstanding after the Termination Date), (D) name and address of the beneficiary of such Letter of Credit and (E) form of such Letter of Credit, and shall be accompanied by such customary application and agreement for letter of credit as such Issuing Bank may reasonably specify to the Borrower requesting such issuance for use in connection with such requested Letter of Credit (a “Letter of Credit Agreement”). If the beneficiary and requested form of such Letter of Credit is acceptable to such Issuing Bank in its sole discretion (it being agreed that a Letter of Credit substantially in the form set forth in Exhibit E hereto (as modified by an Issuing Bank in its reasonable discretion to account for any change in any regulatory or legal restriction applicable to such Issuing Bank or for any internal policy, procedure or guideline of such Issuing Bank or its affiliates generally applicable to the issuance of letters of credit) is acceptable in form to all Initial Issuing Banks)discretion, such Issuing Bank will, upon fulfillment of the applicable conditions set forth in Article III, make such Letter of Credit available to the Borrower requesting such issuance at its office referred to in Section 9.01 9.02 or as otherwise agreed with the such Borrower in connection with such issuance. In the event and to the extent that the provisions of any Letter of Credit Agreement shall conflict with this Agreement, the provisions of this Agreement shall govern.
Appears in 1 contract
Request for Issuance. Letters of Credit denominated in US Dollars or in one or more Alternative Currencies may be issued hereunder in a US Dollar Equivalent Amount that does not at the time of the issuance of such Letter of Credit exceed the aggregate Revolving Commitments minus the sum of the Aggregate Revolving Credit Exposure and the Aggregate Competitive Bid Exposure of the Revolving Lenders at such time, provided that (iA) no Issuing Bank shall be required at any time to issue, amend, renew or extend a Letter of Credit that would result in (x) the aggregate Letter of Credit Exposures exceeding US$150,000,000, or (y) the aggregate Letter of Credit Exposure in respect of Letters of Credit issued by such Issuing Bank exceeding such Issuing Bank’s Letter of Credit Commitment and (B) a Letter of Credit issued by an Issuing Bank shall only be of a type approved for issuance hereunder by such Issuing Bank (it being understood and agreed that standby Letters of Credit shall be deemed of the type that is so approved). Each Letter of Credit shall be issued upon notice, given not later than 11:00 A.M. 12:00 p.m. (New York City time) on the third Business Day prior to the date of the proposed issuance of such Letter of Credit (or on such shorter notice as the applicable Issuing Bank may agree)Credit, by the applicable Borrower to the Administrative Agent and any Issuing Bank, and such Issuing Bank shall give the Agent, prompt notice thereof by telex, telecopier or cable. Each such notice by any Borrower of issuance of a Letter of Credit (a “Notice of Issuance”) shall be by telex, telecopier or cable, confirmed promptly in writingwriting in substantially the form of Exhibit F attached hereto, specifying therein the requested (Ai) date of such issuance (which shall be a Business Day), (Bii) Available Amount face amount of such Letter of CreditCredit (which must be in US Dollars or an Alternative Currency), (Ciii) expiration date of such Letter of Credit (which shall not be later than 10 on or prior to the earlier of (A) the date one year after the date of the issuance of such Letter of Credit (or, in the case of any renewal or extension thereof, one year after such renewal or extension) and (B) the date that is five Business Days prior to the Revolving Maturity Date; provided that any Letter of Credit may contain customary automatic renewal provisions agreed upon by the applicable Borrower and the applicable Issuing Bank pursuant to which the expiration date specified of such Letter of Credit shall automatically be extended for a period of up to 12 months (but not to a date later than the date that is five Business Days prior to the Revolving Maturity Date, unless otherwise permitted pursuant to the immediately succeeding proviso), subject to a right on the part of such Issuing Bank to prevent any such renewal from occurring by giving notice to the beneficiary and the Borrower in clause (a) advance of any such renewal; provided, further that, with the prior consent of the definition applicable Issuing Bank, in its sole discretion, a Letter of Termination Credit may be extended beyond the fifth Business Day prior to the Revolving Maturity Date (each such Letter of Credit with an expiration date that is later than five Business Days prior to the Revolving Maturity Date, a “Post-Maturity Letter of Credit”) so long as the applicable Borrower shall Post-Maturity Cash Collateralize in accordance with Section 2.21(h)(ii) any Post-Maturity Letter of Credit); provided, further that no Letter of Credit may expire after the date that is five Business Days prior to the Revolving Maturity Date in respect of any Non-Extending Lenders under Section 2.10(b) if, after giving effect to the issuance, amendment, renewal or extension of such Letter of Credit, the aggregate Revolving Commitments of the Extending Lenders (including any New Lenders) for the period following such Revolving Maturity Date would be less than the Letter of Credit Exposure following such Revolving Maturity Date), (Div) name and address of the beneficiary of such Letter of Credit and (Ev) form of such Letter of Credit, and shall be accompanied by such application and agreement for letter Letter of credit Credit as such Issuing Bank may reasonably specify to the applicable Borrower for use in connection with such requested Letter of Credit (including, in connection with the issuance of a Post-Maturity Letter of Credit or the renewal of a Letter of Credit, such that, after giving effect to such renewal, such Letter of Credit becomes a Post-Maturity Letter of Credit, such documentation, including a reimbursement agreement, as such Issuing Bank may reasonably require in connection with such issuance or renewal) (a “Letter of Credit Agreement”). If the beneficiary and requested form of such Letter of Credit is acceptable to such Issuing Bank in its sole discretion (it being agreed that a Letter of Credit substantially in the form set forth in Exhibit E hereto (as modified by an Issuing Bank in its reasonable discretion to account for any change in any regulatory or legal restriction applicable to such Issuing Bank or for any internal policy, procedure or guideline of such Issuing Bank or its affiliates generally applicable to the issuance of letters of credit) is acceptable in form to all Initial Issuing Banks)discretion, such Issuing Bank will, upon fulfillment of the applicable conditions set forth in Article III, make such Letter of Credit available to the applicable Borrower at its office referred to in Section 9.01 9.02 or as otherwise agreed with the applicable Borrower in connection with such issuance. A Letter of Credit issued hereunder may contain a statement to the effect that such Letter of Credit is issued for the account of any Subsidiary of the Parent Borrower; provided, that notwithstanding such statement, the applicable Borrower shall be the actual account party for all purposes of this Agreement for such Letter of Credit and such statement shall not affect the applicable Borrower’s reimbursement obligations hereunder with respect to such Letter of Credit. In the event and to the extent that the provisions of any Letter of Credit Agreement shall conflict with this Agreement, the provisions of this Agreement shall govern. A Borrower may from time to time request that Letters of Credit be issued in US Dollars or any Alternative Currency. Any request for a Letter of Credit in an Alternative Currency shall be made to the Administrative Agent not later than 20 Business Days (or such other date as may be agreed by the Administrative Agent and the applicable Issuing Banks, in their sole discretion) prior to the date of the desired issuance of a Letter of Credit denominated in the requested currency. The Administrative Agent shall promptly notify each Issuing Bank thereof. Each Issuing Bank shall confirm to the Administrative Agent not later than ten Business Days (or such other date as may be agreed by the Administrative Agent and the applicable Issuing Banks, in their sole discretion) after receipt of such request whether it can issue a Letter of Credit in the requested Alternative Currency. Any failure by an Issuing Bank to respond to such request within the time period specified in the preceding sentence shall be deemed to be a denial by such Issuing Bank to issue Letters of Credit in the requested currency. If one or more Issuing Banks confirms the issuance of Letters of Credit in such requested currency, the Administrative Agent shall so notify the applicable Borrower. If no Issuing Bank is able to issue a Letter of Credit in an additional currency under this Section 2.21(b), the Administrative Agent shall promptly notify the applicable Borrower. Notwithstanding anything to the contrary set forth herein, this Section 2.21 shall not be construed to impose an obligation upon any Issuing Bank to issue, amend, renew or extend any Letter of Credit if (i) any order, judgment or decree of any Governmental Authority shall by its terms purport to enjoin or restrain such Issuing Bank from issuing, amending, renewing or extending such Letter of Credit, or any law applicable to such Issuing Bank or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Issuing Bank shall prohibit the issuance, amendment, renewal or extension of letters of credit generally or such Letter of Credit in particular, (ii) the issuance, amendment, renewal or extension of such Letter of Credit would or could reasonably be expected to breach, violate or otherwise be inconsistent with any internal policy of such Issuing Bank or any law or regulation to which such Issuing Bank is, or would be upon issuance, amendment, renewal or extension of such Letter of Credit, subject to or (iii) such Letter of Credit is denominated in an Alternative Currency not approved for issuance, amendment, renewal or extension by such Issuing Bank.
Appears in 1 contract
Sources: Credit Agreement (Kraft Heinz Co)