Competitive Bid Procedure. (a) In order to request Competitive Bids, a Borrower shall hand deliver or telecopy to the CAF Agent a duly completed Competitive Bid Request in the form of Exhibit A-1 hereto, to be received by the CAF Agent (i) in the case of a Eurodollar Competitive Borrowing, not later than 11:00 a.m., New York City time, four (b) Each Lender invited to bid may, in its sole discretion, make one or more Competitive Bids to the Borrower responsive to such Borrower's Competitive Bid Request. Each Competitive Bid by a Lender must be received by the CAF Agent by telecopy, in the form of Exhibit A-3 hereto, (i) in the case of a Eurodollar Competitive Borrowing, not later than 9:30 a.m., New York City time, three Business Days before a proposed Competitive Borrowing and (i) in the case of a Fixed Rate Borrowing, not later than 9:30 a.m., New York City time, on the day of a proposed Competitive Borrowing. Multiple bids will be accepted by the CAF Agent. Competitive Bids that do not conform substantially to the format of Exhibit A-3 may be rejected by the CAF Agent, and the CAF Agent shall notify the Lender making such nonconforming bid of such rejection as soon as practicable. Each Competitive Bid shall refer to this Agreement and specify (x) the principal amount (which shall be in a minimum principal amount of $5,000,000 and in an integral multiple of $1,000,000 and which may equal the entire principal amount of the Competitive Borrowing requested by the applicable Borrower) of the Competitive Loan or Loans that the Lender is willing to make to such Borrower, (y) the Competitive Bid Rate or Rates at which the Lender is prepared to make the Competitive Loan or Loans and (z) the Interest Period and the last day thereof. If any Lender invited to bid shall elect not to make a Competitive Bid, such Lender shall so notify the CAF Agent by telecopy (I) in the case of Eurodollar Competitive Loans, not later than 9:30 a.m., New York City time, three Business Days before a proposed Competitive Borrowing, and (II) in the case of Fixed Rate Loans, not later than 9:30 a.m., New York City time, on the day of a proposed Competitive Borrowing; provided, however, that failure by any Lender to give such notice shall not cause such Lender to be obligated to make any Competitive Loan as part of such Competitive Borrowing. A Competitive Bid submitted by a Lender pursuant to this paragraph (b) shall be irrevocable. (c) The CAF Agent shall notify the Borrower by telecopy, of all the Competitive Bids made, the Competitive Bid Rate and the principal amount of each Competitive Loan in respect of which such Competitive Bid was made and the identity of the Lender that made each such bid (d) A Borrower may in its sole and absolute discretion, subject only to the provisions of this paragraph (d), accept or reject any or all Competitive Bids referred to in paragraph (c) above. Such Borrower shall notify the CAF Agent by telephone, confirmed by telecopy in the form of a Competitive Bid Accept/Reject Letter, whether and to what extent it has decided to accept or reject any of or all the bids referred to in paragraph (c) above by (i) in the case of a Eurodollar Competitive Borrowing, not later than 10:30 a.m., New York City time, three Business Days before a proposed Competitive Borrowing and (i) in the case of a Fixed Rate Borrowing, not later than 10:30 a.m., New York City time, on the day of a proposed Competitive Borrowing; provided, however, that (i) the failure by such Borrower to give such notice shall be deemed to be a rejection of all the bids referred to in paragraph (c) above, (i) such Borrower shall not accept a bid made at a particular Competitive Bid Rate if it has decided to reject a bid made at a lower Competitive Bid Rate, (i) the aggregate amount of the Competitive Bids accepted by such Borrower shall not exceed the principal amount specified in the Competitive Bid Request, (i) if such Borrower shall accept a bid or bids made at a particular Competitive Bid Rate but the amount of such bid or bids shall cause the total amount of bids to be accepted by such Borrower to exceed the amount specified in the Competitive Bid Request, then such Borrower shall accept a portion of such bid or bids in an amount equal to the amount specified in the Competitive Bid Request less the amount of all other Competitive Bids accepted with respect to such Competitive Bid Request, which acceptance, in the case of multiple bids at such Competitive Bid Rate, shall be made pro rata in accordance with the amount of each such bid at such Competitive Bid Rate, and (i) except pursuant to clause (iv) above, no bid shall be accepted for a Competitive Loan unless such Competitive Loan is in a minimum principal amount of $5,000,000 and an integral multiple of $1,000,000; provided further, however, that if a Competitive Loan must be in an amount less than $5,000,000 because of the provisions of clause (iv) above, such Competitive Loan may be for a minimum of $1,000,000 or any integral multiple thereof, and in calculating the pro rata allocation of acceptances of portions of multiple bids at a particular Competitive Bid Rate pursuant to clause (iv) the amounts shall be rounded to integral multiples of $1,000,000 in a manner which shall be in the discretion of the applicable Borrower. A notice given by a Borrower pursuant to this paragraph (d) shall be irrevocable. (e) The CAF Agent shall promptly notify each bidding Lender (and the Administrative Agent), by telecopy, whether or not its Competitive Bid has been accepted (and if so, in what amount and at what Competitive Bid Rate) and each successful bidder will thereupon become bound, subject to the other applicable conditions hereof, to make the Competitive Loan in respect of which its bid has been accepted. (f) No Competitive Borrowing shall be requested or made hereunder if after giving effect thereto any of the conditions set forth in clauses (i) through (iv) of Section 2.01 would not be met. (g) If either the Administrative Agent or CAF Agent shall elect to submit a Competitive Bid in its capacity as a Lender, such party shall submit such bid directly to the Borrower one quarter of an hour earlier than the latest time at which the other Lenders are required to submit their bids to the CAF Agent pursuant to paragraph (b) above. (h) Each of the Borrowers and the CAF Agent shall deliver to the Administrative Agent by telecopy copies of all notices delivered by it pursuant to this Section 2.03 at the same times such notices are delivered hereunder. All notices required by this Section 2.03 shall be given in accordance with Section 8.01. (i) A Competitive Bid Request shall not be made within five Business Days after the date of any previous Competitive Bid which was accepted by a Borrower pursuant to paragraph (d) above.

Appears in 2 contracts

Sources: 364 Day Competitive Advance and Revolving Credit Facility Agreement (Texas Utilities Co /Tx/), 364 Day Competitive Advance and Revolving Credit Facility Agreement (Tu Acquisitions PLC)

Competitive Bid Procedure. (a) In order to request Competitive Bids, a the Borrower shall hand deliver or telecopy to the ~~CAF~~ Agent a duly completed Competitive Bid Request in the form of Exhibit A-1 hereto, to be received by the ~~CAF~~ Agent (i) in the case of a Eurodollar Competitive Borrowing, not later than ~~11:00~~ 10:00 a.m., New York City time, ~~four~~four Business Days before a proposed Competitive Borrowing and (ii) in the case of a Fixed Rate Borrowing, not later than 10:00 a.m., New York City time, one Business Day before a proposed Competitive Borrowing. No ABR Loan shall be requested in, or made pursuant to, a Competitive Bid Request. A Competitive Bid Request that does not conform substantially to the format of Exhibit A-1 may be rejected in the Agent’s sole discretion, and the Agent shall as soon as practicable notify the Borrower of such rejection by telecopier. Such request shall in each case refer to this Agreement and specify (x) whether the Borrowing then being requested is to be a Eurodollar Borrowing or a Fixed Rate Borrowing, (y) the date of such Borrowing (which shall be a Business Day) and the aggregate principal amount thereof which shall be in a minimum principal amount of $5,000,000 and in an integral multiple of $1,000,000, and (z) the Interest Period with respect thereto (which may not end after the Maturity Date). As soon as practicable after its receipt of a Competitive Bid Request that is not rejected as aforesaid, the Agent shall invite by telecopier (in the form set forth in Exhibit A-2 hereto) the Banks to bid, on the terms and conditions of this Agreement, to make Competitive Loans pursuant to the Competitive Bid Request. (b) Each ~~Lender invited to bid~~ Bank may, in its sole discretion, make one or more Competitive Bids to the Borrower responsive to ~~such Borrower's~~ a Competitive Bid Request. Each Competitive Bid by a ~~Lender~~ Bank must be received by the ~~CAF~~ Agent ~~by telecopy~~via telecopier, in the form of Exhibit A-3 hereto, (i) in the case of a Eurodollar Competitive Borrowing, not later than 9:30 a.m., New York City time, three Business Days before a proposed Competitive Borrowing and (iii) in the case of a Fixed Rate Borrowing, not later than 9:30 a.m., New York City time, on the day of a proposed Competitive Borrowing. Multiple bids will be accepted by the ~~CAF~~ Agent. Competitive Bids that do not conform substantially to the format of Exhibit A-3 may be rejected by the ~~CAF Agent~~Agent after conferring with, and upon the instruction of, the Borrower, such conference between the Agent and the Borrower to occur as soon as practicable following the receipt by the Agent of such Competitive Bid, and the ~~CAF~~ Agent shall notify the ~~Lender~~ Bank making such nonconforming bid of such rejection as soon as practicable. Each Competitive Bid shall refer to this Agreement and specify (x) the principal amount (which shall be in a minimum principal amount of $5,000,000 and in an integral multiple of $1,000,000 and which may equal the entire principal amount of the Competitive Borrowing requested by the ~~applicable~~ Borrower) of the Competitive Loan or Loans that the ~~Lender~~ Bank is willing to make to ~~such~~ the Borrower, (y) the Competitive Bid Rate or Rates at which the ~~Lender~~ Bank is prepared to make the Competitive Loan or Loans and (z) the Interest Period and the last day thereof. If any ~~Lender invited to bid~~ Bank shall elect not to make a Competitive Bid, such ~~Lender~~ Bank shall so notify the ~~CAF~~ Agent ~~by telecopy~~ via telecopier (I) in the case of Eurodollar Competitive Loans, not later than 9:30 a.m., New York City time, three Business Days before a proposed Competitive Borrowing, and (II) in the case of Fixed Rate Loans, not later than 9:30 a.m., New York City time, on the day of a proposed Competitive Borrowing; provided, however, that failure by any ~~Lender~~ Bank to give such notice shall not cause such ~~Lender~~ Bank to be obligated to make any Competitive Loan as part of such Competitive Borrowing. A Competitive Bid submitted by a ~~Lender~~ Bank pursuant to this paragraph (b) shall be irrevocable. (c) The ~~CAF~~ Agent shall as soon as practicable notify the Borrower by ~~telecopy~~telecopier (i) in the case of Eurodollar Competitive Loans, not later than 10:00 a.m., New York City time, three Business Days before a proposed Competitive Borrowing, and (ii) in the case of Fixed Rate Loans, not later than 10:00 a.m., New York City time, on the day of a proposed Competitive Borrowing, of all the Competitive Bids made, the Competitive Bid Rate and the principal amount of each Competitive Loan in respect of which ~~such~~ a Competitive Bid was made and the identity of the ~~Lender~~ Bank that made each ~~such~~ bid. The Agent shall send a copy of all Competitive Bids to the Borrower for its records as soon as practicable after completion of the bidding process set forth in this Section 2.03. (d) A The Borrower may in its sole and absolute discretion, subject only to the provisions of this paragraph (d), accept or reject any ~~or all~~ Competitive ~~Bids~~ Bid referred to in paragraph (c) above. ~~Such~~ The Borrower shall notify the ~~CAF~~ Agent by telephone, confirmed by ~~telecopy~~ telecopier in the form of a Competitive Bid Accept/Reject ~~Letter~~Letter in the form of Exhibit A-4, whether and to what extent it has decided to accept or reject any of or all the bids referred to in paragraph (c) ~~above by~~ above, (ix) in the case of a Eurodollar Competitive Borrowing, not later than ~~10:30~~ 10:00 a.m., New York City time, three Business Days before a proposed Competitive ~~Borrowing~~ Borrowing, and (iy) in the case of a Fixed Rate Borrowing, not later than ~~10:30~~ 10:00 a.m., New York City time, on the day of a proposed Competitive Borrowing; provided, however, that (i) the failure by ~~such~~ the Borrower to give such notice shall be deemed to be a rejection of all the bids referred to in paragraph (c) above, (iii) ~~such~~ the Borrower shall not accept a bid made at a particular Competitive Bid Rate if it the Borrower has decided to reject a an unrestricted bid made at a lower Competitive Bid Rate, (iiii) the aggregate amount of the Competitive Bids accepted by ~~such~~ the Borrower shall not exceed the principal amount specified in the Competitive Bid Request, (iiv) if ~~such~~ the Borrower shall accept a bid or bids made at a particular Competitive Bid Rate but the amount of such bid or bids shall cause the total amount of bids to be accepted by ~~such~~ the Borrower to exceed the amount specified in the Competitive Bid Request, then ~~such~~ the Borrower shall accept a portion of such bid or bids in an amount equal to the amount specified in the Competitive Bid Request less the amount of all other Competitive Bids accepted with respect to such Competitive Bid Request, which acceptance, in the case of multiple bids at such Competitive Bid Rate, shall be made pro rata in accordance with the amount of each such bid at such Competitive Bid Rate, and (iv) except pursuant to clause (iv) above, no bid shall be accepted for a Competitive Loan unless such Competitive Loan is in a minimum principal amount of $5,000,000 and an integral multiple of $1,000,000; ~~provided~~ provided, further, however, that if a Competitive Loan must be in an amount less than $5,000,000 because of the provisions of clause (iv) above, such Competitive Loan may be for a minimum of $1,000,000 or any integral multiple thereof, and in calculating the pro rata allocation of acceptances of portions of multiple bids at a particular Competitive Bid Rate pursuant to clause (iv) the amounts shall be rounded to integral multiples of $1,000,000 in a manner which shall be in the discretion of the ~~applicable~~ Borrower. A notice given by a the Borrower pursuant to this paragraph (d) shall be irrevocable. (e) The ~~CAF~~ Agent shall promptly notify each bidding ~~Lender~~ Bank (i) in the case of Eurodollar Competitive Loans, not later than 11:00 a.m., New York City time, three Business Days before a proposed Competitive Borrowing, and (ii) in the ~~Administrative Agent)~~case of Fixed Rate Loans, ~~by telecopy~~not later than 11:00 a.m., New York City time, on the day of a proposed Competitive Borrowing, whether or not its Competitive Bid has been accepted (and if so, in what amount and at what Competitive Bid Rate) by telecopy sent by the Agent, and each successful bidder will thereupon become bound, subject to the other applicable conditions hereof, to make the Competitive Loan in respect of which its bid has been accepted. (f) No A Competitive ~~Borrowing~~ Bid Request shall ~~be requested or made hereunder if after giving effect thereto any of the conditions set forth in clauses (i) through (iv) of Section 2.01 would~~ not be ~~met~~made within five Business Days after the date of any previous Competitive Bid Request. (g) If ~~either~~ the ~~Administrative Agent or CAF~~ Agent shall elect to submit a Competitive Bid in its capacity as a ~~Lender~~Bank, ~~such party~~ it shall submit such bid directly to the Borrower one quarter of an hour earlier than the latest time at which the other ~~Lenders~~ Banks are required to submit their bids to the ~~CAF~~ Agent pursuant to paragraph (b) above. (h) Each of the Borrowers and the CAF Agent shall deliver to the Administrative Agent by telecopy copies of all notices delivered by it pursuant to this Section 2.03 at the same times such notices are delivered hereunder. All ~~notices~~ Notices required by this Section 2.03 shall be given in accordance with Section ~~8.01~~9.01. ~~(i) A Competitive Bid Request shall not be made within five Business Days after the date of any previous Competitive Bid which was accepted by a Borrower pursuant to paragraph (d) above.~~

Appears in 2 contracts

Sources: Credit Facility Agreement (Scripps E W Co /De), 364 Day Competitive Advance and Revolving Credit Facility Agreement (Scripps E W Co /De)

Competitive Bid Procedure. (a) In order to request Competitive Bids, ~~a Borrower~~ the Company shall hand deliver or telecopy to the ~~CAF~~ Agent a duly completed Competitive Bid Request in the form of Exhibit ~~A-1 hereto~~A-1, to be received by the ~~CAF~~ Agent ~~(i) in the case of a Eurodollar Competitive Borrowing,~~ not later than ~~11:00~~ 10:00 a.m., New York City time, ~~four~~five Business Days before a proposed Competitive Borrowing with respect to that portion of such Competitive Bid Request which is for Competitive LIBO Rate Loans or one Business Day before a proposed Competitive Borrowing with respect to that portion of such Competitive Bid Request which is for Competitive Fixed Rate Loans. A Competitive Bid Request that does not conform substantially to the format of Exhibit A-1 may be rejected in the Agent's sole discretion, and the Agent shall promptly notify the Company of such rejection by telecopier. Such request shall in each case refer to this Agreement and specify (i) the date of the requested Competitive Borrowing (which shall be a Business Day) and the aggregate principal amount thereof (which shall not be less than $10,000,000 or greater than the Total Commitment and shall be an integral multiple of $1,000,000), (ii) the Interest Period with respect thereto (which may not end after the Maturity Date) and (iii) the type of the requested Competitive Borrowing. Promptly after its receipt of a Competitive Bid Request that is not rejected as aforesaid, the Agent shall invite by telecopier (in the form set forth in Exhibit B) the Banks to bid, on the terms and conditions of this Agreement, to make Competitive Loans pursuant to such Competitive Bid Request. (b) Each ~~Lender invited to bid~~ Bank may, in its sole discretion, make ~~one or more~~ a Competitive ~~Bids~~ Bid to the ~~Borrower~~ Company responsive to ~~such Borrower's~~ the Competitive Bid Request. Each Competitive Bid by a ~~Lender~~ Bank must be received by the ~~CAF~~ Agent ~~by telecopy~~via telecopier, in the form of Exhibit ~~A-3~~ C hereto~~, (i) in the case of a Eurodollar Competitive Borrowing~~, not later than ~~9:30~~ 10:00 a.m., New York City time, three Business Days ~~before~~ prior to the Business Day of a proposed Competitive Borrowing ~~and (i) in~~ with respect to that portion of the ~~case of a Fixed~~ Competitive Bid which is for Competitive LIBO Rate ~~Borrowing, not later than 9:30 a.m., New York City time,~~ Loans or on the ~~day~~ Business Day of a proposed Competitive ~~Borrowing. Multiple bids will be accepted by~~ Borrowing with respect to that portion of the ~~CAF Agent~~Competitive Bid which is for Competitive Fixed Rate Loans. Competitive Bids that do not conform substantially to the format of Exhibit ~~A-3~~ C may be rejected by the ~~CAF Agent~~Agent after conferring with, and upon the instruction of, the Company, and the ~~CAF~~ Agent shall notify the ~~Lender~~ Bank making such nonconforming bid of such rejection as soon as practicable. Each Competitive Bid shall refer to this Agreement and specify (xi) the principal amount (which shall be in a minimum principal amount of $5,000,000 and in an integral multiple of $1,000,000 and which may equal (but not exceed) the entire principal amount of the Competitive Borrowing requested by the ~~applicable Borrower~~Company) of the Competitive Loan ~~or Loans~~ of the applicable type that the ~~Lender~~ Bank is willing to make to ~~such Borrower,~~ the Company and (yii) the Competitive Bid Rate ~~or Rates~~ (to the nearest 1/10,000 of 1%) at which the ~~Lender~~ Bank is prepared to make the Competitive Loan or Loans and (z) the Interest Period and the last day thereof. If any Lender invited to bid shall elect not to make a Competitive Bid, such Lender shall so notify the CAF Agent by telecopy (I) in the case of Eurodollar Competitive Loans, not later than 9:30 a.m., New York City time, three Business Days before a proposed Competitive Borrowing, and (II) in the case of Fixed Rate Loans, not later than 9:30 a.m., New York City time, on the day of a proposed Competitive Borrowing; provided, however, that failure by any Lender to give such notice shall not cause such Lender to be obligated to make any Competitive Loan as part of such Competitive ~~Borrowing~~Loan. A Competitive Bid submitted by a ~~Lender~~ Bank pursuant to this paragraph (b) shall be irrevocable. (c) The ~~CAF~~ Agent shall promptly notify the ~~Borrower~~ Company by ~~telecopy,~~ telecopier of all the Competitive Bids made, the Competitive Bid Rate and the principal amount of each Competitive Loan in respect of which ~~such~~ a Competitive Bid was made and the identity of the ~~Lender~~ Bank that made each ~~such~~ bid. The Agent shall send a copy of all Competitive Bids to the Company for its records as soon as practicable after completion of the bidding process set forth in this Section 2.02. (d) ~~A Borrower~~ The Company may in its sole and absolute discretion, subject only to the provisions of this paragraph (d), accept or reject any ~~or all~~ Competitive ~~Bids~~ Bid referred to in paragraph (c) above. ~~Such Borrower~~ The Company shall notify the ~~CAF~~ Agent by ~~telephone, confirmed by telecopy in the form of a Competitive Bid Accept/Reject Letter,~~ telecopier whether and to what extent it has decided to accept or reject any of or all the bids referred to in paragraph (c) ~~above by (i) in the case of a Eurodollar Competitive Borrowing~~above, not later than ~~10:30 a.m., New York City time, three Business Days before a proposed Competitive Borrowing and (i) in the case of a Fixed Rate Borrowing, not later than 10:30~~ 11:00 a.m., New York City time, on the ~~day of a proposed~~ Business Day on which such Competitive ~~Borrowing~~Bids were due in accordance with Section 2.02(b); provided, however, that (i) the failure by ~~such Borrower~~ the Company to give such notice shall be deemed to be a rejection of all the bids referred to in paragraph (c) above, (iii) ~~such Borrower~~ the Company shall not accept a bid made at a particular Competitive Bid Rate if it the Company has decided to reject a bid made at a lower Competitive Bid Rate, (iiii) the aggregate amount of the Competitive Bids accepted by ~~such Borrower~~ the Company shall not exceed the principal amount specified in the Competitive Bid ~~Request~~Request for Competitive Loans of the applicable type, (iiv) if ~~such Borrower~~ the Company shall accept a bid or bids made at a particular Competitive Bid Rate but the amount of such bid or bids shall cause the total amount of bids to be accepted by ~~such Borrower~~ the Company to exceed the amount specified in the Competitive Bid ~~Request~~Request for Competitive Loans of the applicable type, then ~~such Borrower~~ the Company shall (notwithstanding the minimum bid acceptance amount required by clause (vi) below) accept a portion of such bid or bids in an aggregate amount equal to the amount specified in the Competitive Bid Request ~~less~~ for Competitive Loans of the applicable type; (v) if the Company shall accept bids made at a particular Competitive Bid Rate but shall be restricted by other conditions hereof from borrowing the principal amount of ~~all other~~ Competitive ~~Bids accepted with respect to such~~ Loans specified in the Competitive Bid ~~Request,~~ Request in respect of which ~~acceptance, in the case of multiple~~ bids at such Competitive Bid ~~Rate~~Rate have been made or if the Company shall accept bids made at a particular Competitive Bid Rate but the aggregate amount of bids made at such rate shall exceed the amount specified in the Competitive Bid Request for Competitive Loans of the applicable type, then the Company shall ~~be made~~ accept a pro rata ~~in accordance with the amount~~ portion of each ~~such~~ bid made at such Competitive Bid ~~Rate~~Rate aggregating the portion of Competitive Loans with respect to which bids at such rate have been received; provided, however, that if the available principal amount of Competitive Loans to be so allocated is not sufficient to enable Competitive Loans to be so allocated to each such Bank in a minimum principal amount of $5,000,000 and in integral multiples of $1,000,000, the Company shall select the Banks to be allocated such Competitive Loans in a principal amount of $5,000,000, but may round allocations up to the next higher multiple of $1,000,000 if necessary; and (ivi) except ~~pursuant to clause~~ as provided in clauses (iv) and (v) above, no bid shall be accepted for a Competitive Loan unless such Competitive Loan is in a minimum principal amount of $5,000,000 and an integral multiple of $~~1,000,000; provided further, however, that if~~ 1,000,000 and is part of a Competitive ~~Loan must be~~ Borrowing in ~~an amount less than $5,000,000 because of the provisions of clause (iv) above, such Competitive Loan may be for~~ a minimum principal amount of $1,000,000 or any integral multiple thereof, and in calculating the pro rata allocation of acceptances of portions of multiple bids at a particular Competitive Bid Rate pursuant to clause (iv) the amounts shall be rounded to integral multiples of $1,000,000 in a manner which shall be in the discretion of the applicable Borrower10,000,000. A notice given by ~~a Borrower~~ the Company pursuant to this paragraph (d) shall be irrevocable. (e) The ~~CAF~~ Agent shall promptly notify each bidding ~~Lender (and the Administrative Agent), by telecopy,~~ Bank whether or not its Competitive Bid has been accepted (and if so, in what amount and at what Competitive Bid Rate) by telecopier sent by the Agent, and each successful bidder will thereupon become bound, subject to the other applicable conditions hereof, to make the Competitive Loan in respect of which its bid has been accepted. (f) No A Competitive ~~Borrowing~~ Bid Request shall not be ~~requested or~~ made ~~hereunder if after giving effect thereto any~~ within five Business Days of the ~~conditions set forth in clauses (i) through (iv)~~ date of ~~Section 2.01 would not be met~~any other Competitive Bid Request, unless the Company and the Agent shall mutually agree otherwise. (g) If ~~either~~ the ~~Administrative Agent or CAF~~ Agent shall elect to submit a Competitive Bid in its capacity as a ~~Lender~~Bank, ~~such party~~ it shall submit such bid directly to the ~~Borrower~~ Company at least one quarter of an hour earlier than the latest time at which the other ~~Lenders~~ Banks are required to submit their bids to the ~~CAF~~ Agent pursuant to paragraph (b) above. (h) Each of the Borrowers and the CAF Agent shall deliver to the Administrative Agent by telecopy copies of all notices delivered by it pursuant to this Section 2.03 at the same times such notices are delivered hereunder. All notices required by this Section 2.02 and by Section 2.03 shall be given in accordance with Section ~~8.01~~9.01. ~~(i) A Competitive Bid Request shall not be made within five Business Days after the date of any previous Competitive Bid which was accepted by a Borrower pursuant to paragraph (d) above.~~

Appears in 2 contracts

Sources: Credit Agreement (Cummins Engine Co Inc), Credit Agreement (Cummins Engine Co Inc)

Competitive Bid Procedure. (a) In order to request Competitive Bids, a the Borrower shall hand deliver or telecopy to the ~~CAF~~ Agent a duly completed Competitive Bid Request in the form of Exhibit A-1 hereto, to be received by the ~~CAF~~ Agent (i) in the case of a Eurodollar Competitive Borrowing, not later than ~~11:00~~ 10:00 a.m., New York City time, ~~four~~four Business Days before a proposed Competitive Borrowing and (ii) in the case of a Fixed Rate Borrowing, not later than 10:00 a.m., New York City time, one Business Day before a proposed Competitive Borrowing. No CD Loan or ABR Loan shall be requested in, or made pursuant to, a Competitive Bid Request. A Competitive Bid Request that does not conform substantially to the format of Exhibit A-1 may be rejected in the Agent's sole discretion, and the Agent shall promptly notify the Borrower of such rejection by telecopier. Such request shall in each case refer to this Agreement and specify (x) whether the Borrowing then being requested is to be a Eurodollar Borrowing or a Fixed Rate Borrowing, (y) the date of such Borrowing (which shall be a Business Day) and the aggregate principal amount thereof which shall be in a minimum principal amount of $25,000,000 and in an integral multiple of $1,000,000, and (z) the Interest Period with respect thereto (which may not end after the Maturity Date). Promptly after its receipt of a Competitive Bid Request that is not rejected as aforesaid, the Agent shall invite by telecopier (in the form set forth in Exhibit A-2 hereto) the Lenders to bid, on the terms and conditions of this Agreement, to make Competitive Loans pursuant to the Competitive Bid Request. (b) Each Lender ~~invited to bid~~ may, in its sole discretion, make one or more Competitive Bids to the Borrower responsive to ~~such Borrower's~~ a Competitive Bid Request. Each Competitive Bid by a Lender must be received by the ~~CAF~~ Agent ~~by telecopy~~via telecopier, in the form of Exhibit A-3 hereto, (i) in the case of a Eurodollar Competitive Borrowing, not later than 9:30 a.m., New York City time, three Business Days before a proposed Competitive Borrowing and (iii) in the case of a Fixed Rate Borrowing, not later than 9:30 a.m., New York City time, on the day of a proposed Competitive Borrowing. Multiple bids will be accepted by the ~~CAF~~ Agent. Competitive Bids that do not conform substantially to the format of Exhibit A-3 may be rejected by the ~~CAF Agent~~Agent after conferring with, and upon the instruction of, the Borrower, and the ~~CAF~~ Agent shall notify the Lender making such nonconforming bid of such rejection as soon as practicable. Each Competitive Bid shall refer to this Agreement and specify (x) the principal amount (which shall be in a minimum principal amount of $5,000,000 and in an integral multiple of $1,000,000 and which may equal the entire principal amount of the Competitive Borrowing requested by the ~~applicable~~ Borrower) of the Competitive Loan or Loans that the Lender is willing to make to ~~such~~ the Borrower, (y) the Competitive Bid Rate or Rates at which the Lender is prepared to make the Competitive Loan or Loans and (z) the Interest Period and the last day thereof. If any Lender ~~invited to bid~~ shall elect not to make a Competitive Bid, such Lender shall so notify the ~~CAF~~ Agent ~~by telecopy~~ via telecopier (I) in the case of Eurodollar Competitive Loans, not later than 9:30 a.m., New York City time, three Business Days before a proposed Competitive Borrowing, and (II) in the case of Fixed Rate Loans, not later than 9:30 a.m., New York City time, on the day of a proposed Competitive Borrowing; provided, however, that failure by any Lender to give such notice shall not cause such Lender to be obligated to make any Competitive Loan as part of such Competitive Borrowing. A Competitive Bid submitted by a Lender pursuant to this paragraph (b) shall be irrevocable. (c) The ~~CAF~~ Agent shall promptly notify the Borrower by ~~telecopy,~~ telecopier of all the Competitive Bids made, the Competitive Bid Rate and the principal amount of each Competitive Loan in respect of which ~~such~~ a Competitive Bid was made and the identity of the Lender that made each ~~such~~ bid. The Agent shall send a copy of all Competitive Bids to the Borrower for its records as soon as practicable after completion of the bidding process set forth in this Section 2.03. (d) A The Borrower may in its sole and absolute discretion, subject only to the provisions of this paragraph (d), accept or reject any ~~or all~~ Competitive ~~Bids~~ Bid referred to in paragraph (c) ~~above~~above (and the Competitive Bids accepted need not be in any minimum aggregate amount except as provided below in this paragraph). ~~Such~~ The Borrower shall notify the ~~CAF~~ Agent by telephone, confirmed by ~~telecopy~~ telecopier in the form of a Competitive Bid Accept/Reject ~~Letter~~Letter in the format of Exhibit A-4, whether and to what extent it has decided to accept or reject any of or all the bids referred to in paragraph (c) ~~above by~~ above, (ix) in the case of a Eurodollar Competitive Borrowing, not later than 10:30 a.m., New York City time, three Business Days before a proposed Competitive ~~Borrowing~~ Borrowing, and (iy) in the case of a Fixed Rate Borrowing, not later than 10:30 a.m., New York City time, on the day of a proposed Competitive Borrowing; provided, however, that (i) the failure by ~~such~~ the Borrower to give such notice shall be deemed to be a rejection of all the bids referred to in paragraph (c) above, (iii) ~~such~~ the Borrower shall not accept a bid made at a particular Competitive Bid Rate if it the Borrower has decided to reject a bid made at a lower Competitive Bid Rate, (~~i) the aggregate amount of the Competitive Bids accepted by such Borrower shall not exceed the principal amount specified in the Competitive Bid Request, (i~~iii) if ~~such~~ the Borrower shall accept a bid or bids made at a particular Competitive Bid Rate but the amount of such bid or bids shall cause the total amount of bids to be accepted by ~~such~~ the Borrower to exceed the amount ~~specified in~~ that the ~~Competitive Bid Request~~Borrower desires to borrow, then ~~such~~ the Borrower shall accept a portion of such bid or bids in an amount equal to the amount ~~specified in~~ that the ~~Competitive Bid Request~~ Borrower desires to borrow less the amount of all other Competitive Bids accepted with respect to such Competitive Bid Request, which acceptance, in the case of multiple bids at such Competitive Bid Rate, shall be made pro rata in accordance with the amount of each such bid at such Competitive Bid Rate, and (iiv) except pursuant to clause (iviii) above, no bid shall be accepted for a Competitive Loan unless such Competitive Loan is in a minimum principal amount of $5,000,000 and an integral multiple of $1,000,000; provided further, however, that if a Competitive Loan must be in an amount less than $5,000,000 because of the provisions of clause (iviii) above, such Competitive Loan may be for a minimum of $1,000,000 or any integral multiple thereof, and in calculating the pro rata allocation of acceptances of portions of multiple bids at a particular Competitive Bid Rate pursuant to clause (iv) the amounts shall be rounded to integral multiples of $1,000,000 in a manner which shall be in the discretion of the ~~applicable~~ Borrower. The Borrower may accept Competitive Bids in an aggregate principal amount in excess of the principal amount specified in the relevant Competitive Bid Request. A notice given by the Borrower in the form of a ~~Borrower~~ Competitive Bid Accept/Reject Letter pursuant to this paragraph (d) shall be irrevocable. (e) The ~~CAF~~ Agent shall promptly notify each bidding Lender ~~(and the Administrative Agent), by telecopy,~~ whether or not its Competitive Bid has been accepted (and if so, in what amount and at what Competitive Bid ~~Rate~~Rate or Rates) by telecopy sent by the Agent, and each successful bidder will thereupon become bound, subject to the other applicable conditions hereof, to make the Competitive ~~Loan~~ Loans in respect of which its ~~bid~~ Competitive Bid has been accepted. (f) No A Competitive ~~Borrowing~~ Bid Request shall ~~be requested or made hereunder if after giving effect thereto any of the conditions set forth in clauses (i) through (iv) of Section 2.01 would~~ not be ~~met~~made within five Business Days after the date of any previous Competitive Bid Request. (g) If ~~either~~ the ~~Administrative Agent or CAF~~ Agent shall elect to submit a Competitive Bid in its capacity as a Lender, ~~such party~~ it shall submit such bid directly to the Borrower one quarter of an hour earlier than the latest time at which the other Lenders are required to submit their ~~bids~~ Competitive Bids to the ~~CAF~~ Agent pursuant to paragraph (b) above. (h) Each of the Borrowers and the CAF Agent shall deliver to the Administrative Agent by telecopy copies of all notices delivered by it pursuant to this Section 2.03 at the same times such notices are delivered hereunder. All notices required by this Section 2.03 shall be given in accordance with Section ~~8.01~~9.01. ~~(i) A Competitive Bid Request shall not be made within five Business Days after the date of any previous Competitive Bid which was accepted by a Borrower pursuant to paragraph (d) above.~~

Appears in 2 contracts

Sources: Five Year Revolving Credit Agreement (Goodyear Tire & Rubber Co /Oh/), 364 Day Revolving Credit Agreement (Goodyear Tire & Rubber Co /Oh/)

Competitive Bid Procedure. (a) ~~In order to request Competitive Bids,~~ thereto (which may not end after the Revolving Credit Maturity Date). Promptly after its receipt of a ~~Borrower shall hand deliver or telecopy to the CAF Agent a duly completed~~ Competitive Bid Request that is not rejected as aforesaid (and in ~~the form of Exhibit A-1 hereto, to be received~~ any event by ~~the CAF Agent (i) in the case of a Eurodollar Competitive Borrowing, not later than 11:00 a.m.~~5:00 p.m., New York City time, ~~four~~on the date of such receipt if such receipt occurs by the time specified in the first sentence of this paragraph), the Administrative Agent shall invite by telecopier (in the form set forth in Exhibit B-2) the Lenders to bid, on the terms and conditions of this Agreement, to make Competitive Loans pursuant to such Competitive Bid Request. (b) Each Lender ~~invited to bid~~ may, in its sole discretion, make one or more Competitive Bids to the relevant Borrower responsive to ~~such Borrower's~~ a Competitive Bid Request. Each Competitive Bid ~~by a Lender~~ must be received by the ~~CAF~~ Administrative Agent by ~~telecopy~~telecopier, in the form of Exhibit ~~A-3 hereto~~B-3, (i) in the case of a Eurodollar Competitive ~~Borrowing~~Loan, not later than 9:30 a.m., New York City time, three Business Days before a proposed Competitive ~~Borrowing~~ Loan and (iii) in the case of ~~a Fixed~~ an Absolute Rate ~~Borrowing~~Loan, not later than 9:30 a.m., New York City time, on the day of a proposed Competitive ~~Borrowing~~Loan. Multiple ~~bids~~ Competitive Bids will be accepted by the ~~CAF~~ Administrative Agent. Competitive Bids that do not conform substantially to the format of Exhibit ~~A-3~~ B-3 may be rejected by the ~~CAF Agent~~Administrative Agent after conferring with, and upon the instruction of, the relevant Borrower, and the ~~CAF~~ Administrative Agent shall notify the Lender making such nonconforming ~~bid~~ Competitive Bid of such rejection as soon as practicable. Each Competitive Bid shall refer to this Agreement and specify (x) the principal amount (which shall be in a minimum principal amount of $5,000,000 and in an integral multiple of $1,000,000 and which may equal the entire principal amount of the Competitive ~~Borrowing~~ Loan requested by the ~~applicable~~ relevant Borrower) of the Competitive Loan or Loans that the applicable Lender is willing to make to ~~such~~ the relevant Borrower, (y) the Competitive Bid Rate or Rates at which ~~the~~ such Lender is prepared to make the Competitive Loan or Loans and (z) the Interest Period and the last day thereof. If A Competitive Bid submitted pursuant to this paragraph (b) shall be irrevocable (subject to the satisfaction of the conditions to borrowing set forth in Article IV). (c) The Administrative Agent shall promptly (and in any ~~Lender invited to bid shall elect not to make a Competitive Bid, such Lender shall so notify the CAF Agent~~ event by telecopy (I) in the case of Eurodollar Competitive Loans, not later than 9:30 a.m., New York City time, three Business Days before a proposed Competitive Borrowing, and (II) in the case of Fixed Rate Loans, not later than 9:30 10:15 a.m., New York City time, on the ~~day of a proposed Competitive Borrowing; provided, however, that failure by any Lender to give such notice shall not cause such Lender to be obligated to make any Competitive Loan as part of~~ date on which such Competitive ~~Borrowing. A Competitive Bid submitted by a Lender pursuant to this paragraph (b~~Bids shall have been made) ~~shall be irrevocable. (c) The CAF Agent shall~~ notify the relevant Borrower by ~~telecopy,~~ telecopier of all the Competitive Bids made, the Competitive Bid Rate and the principal amount of each Competitive Loan in respect of which ~~such~~ a Competitive Bid was made and the identity of the Lender that made each ~~such bid~~Competitive Bid. The Administrative Agent shall send a copy of all Competitive Bids to the relevant Borrower for its records as soon as practicable after completion of the bidding process set forth in this Section 2.3. (d) A The relevant Borrower may in its sole and absolute discretion, subject only to the provisions of this paragraph (d), accept or reject any ~~or all~~ Competitive ~~Bids~~ Bid referred to in paragraph (c) above. ~~Such~~ The relevant Borrower shall notify the ~~CAF~~ Administrative Agent by telephone, confirmed by ~~telecopy~~ telecopier in such form as may be agreed upon by such Borrower and the ~~form of a Competitive Bid Accept/Reject Letter~~Administrative Agent, whether and to what extent it has decided to accept or reject any of or all the ~~bids~~ Competitive Bids referred to in paragraph (c) ~~above by~~ above, (ix) in the case of a Eurodollar Competitive ~~Borrowing~~Loan, not later than ~~10:30~~ 11:00 a.m., New York City time, three Business Days before a proposed Competitive ~~Borrowing~~ Loan, and (iy) in the case of ~~a Fixed~~ an Absolute Rate ~~Borrowing~~Loan, not later than ~~10:30~~ 11:00 a.m., New York City time, on the day of a proposed Competitive ~~Borrowing~~Loan; provided, however, that (i) the failure by such Borrower to give such notice shall be deemed to be a rejection of all the ~~bids~~ Competitive Bids referred to in paragraph (c) above, (iii) such Borrower shall not accept a ~~bid~~ Competitive Bid made at a particular Competitive Bid Rate if it has decided to reject a ~~bid~~ Competitive Bid made at a lower Competitive Bid Rate, (iiii) the aggregate amount of the Competitive Bids accepted by such Borrower shall not exceed the principal amount specified in the Competitive Bid ~~Request~~Request (but may be less than that requested), (iiv) if such Borrower shall accept a ~~bid~~ Competitive Bid or ~~bids~~ Competitive Bids made at a particular Competitive Bid Rate but the amount of such ~~bid~~ Competitive Bid or ~~bids~~ Competitive Bids shall cause the total amount of ~~bids~~ Competitive Bids to be accepted by ~~such Borrower~~ it to exceed the amount specified in 26 22 the Competitive Bid Request, then such Borrower shall accept a portion of such ~~bid~~ Competitive Bid or ~~bids~~ Competitive Bids in an amount equal to the amount specified in the Competitive Bid Request less the amount of all other Competitive Bids accepted with respect to such Competitive Bid Request, which acceptance, in the case of multiple ~~bids~~ Competitive Bids at such Competitive Bid Rate, shall be made pro rata in accordance with the amount of each such ~~bid~~ Competitive Bid at such Competitive Bid Rate, and (iv) except pursuant to clause (iv) ~~above,~~ above no ~~bid~~ Competitive Bid shall be accepted for a Competitive Loan unless such Competitive Loan is in a minimum principal amount of $5,000,000 and an integral amount multiple of $1,000,000; ~~provided~~ provided, further, however, that if a Competitive Loan must be in an amount less than $5,000,000 because of the provisions of clause (iv) above, such Competitive Loan may be for a minimum of $1,000,000 or any integral multiple thereof, and in calculating the pro rata allocation of acceptances of portions of multiple ~~bids~~ Competitive Bids at a particular Competitive Bid Rate pursuant to clause (iv) the amounts shall be rounded to integral multiples of $1,000,000 in a manner which shall be in the discretion of ~~the applicable~~ such Borrower. A notice given by a any Borrower pursuant to this paragraph (d) shall be irrevocable. (e) The ~~CAF~~ Administrative Agent shall promptly notify each bidding Lender ~~(and the Administrative Agent), by telecopy,~~ whether or not its Competitive Bid has been accepted (and if so, in what amount and at what Competitive Bid Rate) by telecopy sent by the Administrative Agent, and each successful bidder will thereupon become bound, subject to the other applicable conditions hereof, to make the Competitive Loan in respect of which its ~~bid~~ Competitive Bid has been accepted. (f) No A Competitive ~~Borrowing~~ Bid Request shall ~~be requested or made hereunder if after giving effect thereto any of the conditions set forth in clauses (i) through (iv) of Section 2.01 would~~ not be ~~met~~made within five Business Days after the date of any previous Competitive Bid Request, unless the Administrative Agent shall agree otherwise. (g) If ~~either~~ the Lender which is the Administrative ~~Agent or CAF~~ Agent shall elect to submit a Competitive Bid in its capacity as a Lender, ~~such party~~ it shall submit such ~~bid~~ Competitive Bid directly to the relevant Borrower one quarter of an hour earlier than the latest time at which the other Lenders are required to submit their ~~bids~~ Competitive Bids to the ~~CAF~~ Administrative Agent pursuant to paragraph (b) above. (h) Each of the Borrowers and the CAF Agent shall deliver to the Administrative Agent by telecopy copies of all notices delivered by it pursuant to this Section 2.03 at the same times such notices are delivered hereunder. All notices required by this Section ~~2.03~~ 2.3 shall be given in accordance with Section ~~8.01~~9.1. (i) A No Borrower shall have the right to prepay any Competitive ~~Bid Request shall not be made within five Business Days after~~ Loan without the ~~date~~ consent of ~~any previous Competitive Bid which was accepted by a Borrower pursuant to paragraph (d) above~~the affected Lender or Lenders.

Appears in 1 contract

Sources: Credit Agreement (CBS Corp)

Competitive Bid Procedure. (a) In order to request Competitive Bids, ~~a Borrower~~ the Company shall hand ~~deliver~~ deliver, telex or telecopy to ~~the CAF~~ Auction Administrative Agent a duly completed ~~Competitive Bid Request~~ request substantially in the form of Exhibit ~~A-1 hereto~~F, with the blanks appropriately completed (a "Competitive Bid Request"), to be received by ~~the CAF~~ Auction Administrative Agent ~~(i) in the case of a Eurodollar Competitive Borrowing,~~ not later than ~~11:00 a.m.~~noon, New York, New York ~~City~~ time, ~~four~~five (5) Business Days before the date specified for a proposed Competitive Loan. No Alternate Base Rate Loan shall be requested in, or, except pursuant to Section 6, made pursuant to, a Competitive Bid Request. A Competitive Bid Request that does not conform substantially to the format of Exhibit F may be rejected at Auction Administrative Agent's sole discretion, and Auction Administrative Agent shall promptly notify the Company of such rejection by telecopier. Each Competitive Bid Request shall in each case refer to this Agreement and specify (x) the date of such Competitive Loans (which shall be a Business Day) and the aggregate principal amount thereof (which shall not be less than $25,000,000 or greater than the unused portion of the Facility Amount on such date and shall be an integral multiple of $5,000,000) and (y) the Interest Period with respect thereto (which may not end after the termination of the then scheduled Stated Maturity Date). Promptly after its receipt of a Competitive Bid Request that is not rejected as aforesaid, Auction Administrative Agent shall invite by telecopier (in substantially the form set forth in Exhibit G hereto) the Banks to bid, on the terms and conditions of this Agreement, to make Competitive Loans pursuant to such Competitive Bid Request. Notwithstanding the foregoing, Auction Administrative Agent shall have no obligation to invite any Bank to make a Competitive Bid pursuant to this Section until such Bank has delivered a properly completed Competitive Bid Administrative Questionnaire to Auction Administrative Agent. (b) Each ~~Lender invited to bid~~ Bank may, in its sole discretion, make one or more Competitive Bids to the ~~Borrower~~ Company responsive to ~~such Borrower's~~ each Competitive Bid Request. Each Competitive Bid by a ~~Lender~~ Bank must be received by ~~the CAF~~ Auction Administrative Agent ~~by telecopy~~via telecopier, in the form of Exhibit ~~A-3~~ H hereto~~, (i) in the case of a Eurodollar Competitive Borrowing~~, not later than ~~9:30 a.m.~~noon, New York, New York ~~City~~ time, ~~three~~ four (4) Business Days before the date specified for a proposed Competitive ~~Borrowing and (i) in the case of a Fixed Rate Borrowing, not later than 9:30 a.m., New York City time, on the day of a proposed Competitive Borrowing. Multiple bids will be accepted by the CAF Agent~~Loan. Competitive Bids that do not conform substantially to the format of Exhibit ~~A-3~~ H may be rejected by ~~the CAF Agent~~Auction Administrative Agent after conferring with, and upon the ~~CAF~~ instruction of, the Company, and Auction Administrative Agent shall notify the ~~Lender making such nonconforming bid~~ Bank of such rejection as soon as practicable. Each Competitive Bid shall refer to this Agreement and ~~specify~~ (x) specify the principal amount (which shall be in a minimum principal amount of $5,000,000 and in an integral multiple of $1,000,000 and which may equal the entire aggregate principal amount of the Competitive ~~Borrowing~~ Loan requested by the ~~applicable Borrower~~Company) of the Competitive Loan ~~or Loans~~ that the ~~Lender~~ Bank is willing to make to ~~such Borrower~~the Company, (y) specify the Competitive Bid Rate ~~or Rates~~ at which the ~~Lender~~ Bank is prepared to make the Competitive Loan ~~or Loans~~ and (z) confirm the Interest Period ~~and~~ with respect thereto specified by the ~~last day thereof. If any Lender invited to bid shall elect not to make a~~ Company in its Competitive Bid, such Lender shall so notify the CAF Agent by telecopy (I) in the case of Eurodollar Competitive Loans, not later than 9:30 a.m., New York City time, three Business Days before a proposed Competitive Borrowing, and (II) in the case of Fixed Rate Loans, not later than 9:30 a.m., New York City time, on the day of a proposed Competitive Borrowing; provided, however, that failure by any Lender to give such notice shall not cause such Lender to be obligated to make any Competitive Loan as part of such Competitive BorrowingBid Request. A Competitive Bid submitted by a ~~Lender~~ Bank pursuant to this paragraph (b) shall be irrevocable. (c) The CAF Agent shall notify the Borrower by telecopy, of all the Competitive Bids made, the Competitive Bid Rate and the principal amount of each Competitive Loan in respect of which such Competitive Bid was made and the identity of the Lender that made each such bid (d) A Borrower may in its sole and absolute discretion, subject only to the provisions of this paragraph (d), accept or reject any or all Competitive Bids referred to in paragraph (c) above. Such Borrower shall notify the CAF Agent by telephone, confirmed by telecopy in the form of a Competitive Bid Accept/Reject Letter, whether and to what extent it has decided to accept or reject any of or all the bids referred to in paragraph (c) above by (i) in the case of a Eurodollar Competitive Borrowing, not later than 10:30 a.m., New York City time, three Business Days before a proposed Competitive Borrowing and (i) in the case of a Fixed Rate Borrowing, not later than 10:30 a.m., New York City time, on the day of a proposed Competitive Borrowing; provided, however, that (i) the failure by such Borrower to give such notice shall be deemed to be a rejection of all the bids referred to in paragraph (c) above, (i) such Borrower shall not accept a bid made at a particular Competitive Bid Rate if it has decided to reject a bid made at a lower Competitive Bid Rate, (i) the aggregate amount of the Competitive Bids accepted by such Borrower shall not exceed the principal amount specified in the Competitive Bid Request, (i) if such Borrower shall accept a bid or bids made at a particular Competitive Bid Rate but the amount of such bid or bids shall cause the total amount of bids to be accepted by such Borrower to exceed the amount specified in the Competitive Bid Request, then such Borrower shall accept a portion of such bid or bids in an amount equal to the amount specified in the Competitive Bid Request less the amount of all other Competitive Bids accepted with respect to such Competitive Bid Request, which acceptance, in the case of multiple bids at such Competitive Bid Rate, shall be made pro rata in accordance with the amount of each such bid at such Competitive Bid Rate, and (i) except pursuant to clause (iv) above, no bid shall be accepted for a Competitive Loan unless such Competitive Loan is in a minimum principal amount of $5,000,000 and an integral multiple of $1,000,000; provided further, however, that if a Competitive Loan must be in an amount less than $5,000,000 because of the provisions of clause (iv) above, such Competitive Loan may be for a minimum of $1,000,000 or any integral multiple thereof, and in calculating the pro rata allocation of acceptances of portions of multiple bids at a particular Competitive Bid Rate pursuant to clause (iv) the amounts shall be rounded to integral multiples of $1,000,000 in a manner which shall be in the discretion of the applicable Borrower. A notice given by a Borrower pursuant to this paragraph (d) shall be irrevocable. (e) The CAF Agent shall promptly notify each bidding Lender (and the Administrative Agent), by telecopy, whether or not its Competitive Bid has been accepted (and if so, in what amount and at what Competitive Bid Rate) and each successful bidder will thereupon become bound, subject to the other applicable conditions hereof, to make the Competitive Loan in respect of which its bid has been accepted. (f) No Competitive Borrowing shall be requested or made hereunder if after giving effect thereto any of the conditions set forth in clauses (i) through (iv) of Section 2.01 would not be met. (g) If either the Administrative Agent or CAF Agent shall elect to submit a Competitive Bid in its capacity as a Lender, such party shall submit such bid directly to the Borrower one quarter of an hour earlier than the latest time at which the other Lenders are required to submit their bids to the CAF Agent pursuant to paragraph (b) above. (h) Each of the Borrowers and the CAF Agent shall deliver to the Administrative Agent by telecopy copies of all notices delivered by it pursuant to this Section 2.03 at the same times such notices are delivered hereunder. All notices required by this Section 2.03 shall be given in accordance with Section 8.01. (i) A Competitive Bid Request shall not be made within five Business Days after the date of any previous Competitive Bid which was accepted by a Borrower pursuant to paragraph (d) above.

Appears in 1 contract

Sources: 364 Day Credit Agreement (Ocean Energy Inc /Tx/)

Competitive Bid Procedure. (a) In order to request Competitive Bids, a Borrower shall hand deliver or telecopy to the CAF Agent a duly completed Competitive Bid Request in the form of Exhibit A-1 hereto, to be received by the CAF Agent (i) in the case of a Eurodollar Competitive Borrowing, not later than 11:00 a.m., New York City time, four (b) Each Lender ~~invited to bid~~ may, in its sole discretion, make one or more Competitive Bids to ~~the~~ a Borrower responsive to ~~such Borrower's~~ a Competitive Bid Request. Each Competitive Bid by a Lender must be received by the ~~CAF~~ Administrative Agent ~~by telecopy~~via telecopier, in the form of Exhibit A-3 hereto, (i) in the case of ~~a Eurodollar~~ Eurocurrency Competitive ~~Borrowing,~~ Borrowing not later than ~~9:30~~ 11:00 a.m., New York City time (or, if the Competitive Bid is delivered or telecopied to the Administrative Agent in London, 10:00 a.m., London time), three Business ~~Days~~ days before a proposed Competitive Borrowing and (iii) in the case of a Fixed Rate Borrowing, not later than ~~9:30~~ 11:00 a.m., New York City time, on the day of a proposed Competitive Borrowing. Multiple bids will be accepted by the ~~CAF~~ Administrative Agent. Competitive Bids that do not conform substantially to the format of Exhibit A-3 may be rejected by the ~~CAF Agent~~Administrative Agent after conferring with, and upon the instruction of, the applicable Borrower, and the ~~CAF~~ Administrative Agent shall notify the Lender making such nonconforming bid of such rejection as soon as practicable. Each Competitive Bid shall refer to this Agreement and specify (xA) the principal amount (which (x) shall be in a minimum principal amount or Assigned Dollar Value of $5,000,000 and (except in the case of Alternative Currency Borrowings) in an integral multiple of $~~1,000,000~~ 1,000,000, (y) shall be expressed in Dollars or, in the case of an Alternative Currency Borrowing, in both the Alternative Currency and ~~which~~ the Assigned Dollar Value thereof and (z) may equal the entire principal amount of the Competitive Borrowing requested by the ~~applicable~~ Borrower) of the Competitive Loan or Loans that the Lender is willing to make to ~~such~~ the applicable Borrower, (yB) the Competitive Bid Rate or Rates at which the Lender is prepared to make the Competitive Loan or Loans and (zC) the Interest Period and the last day thereof. If any Lender ~~invited to bid~~ shall elect not to make a Competitive Bid, such Lender shall so notify the ~~CAF~~ Administrative Agent by ~~telecopy~~ telecopier (I) in the case of ~~Eurodollar~~ Eurocurrency Competitive Loans, not later than ~~9:30~~ 11:00 a.m., New York City time (or, if the notice is delivered or telecopied to the Administrative Agent in London, 10:00 a.m., London time), three Business ~~Days~~ days before a proposed Competitive Borrowing, and (II) in the case of Fixed Rate Loans, not later than ~~9:30~~ 11:00 a.m., New York City time, on the day of a proposed Competitive Borrowing; provided, however, that failure by any Lender to give such notice shall not cause such Lender to be obligated to make any Competitive Loan as part of such Competitive Borrowing. A Competitive Bid submitted by a Lender pursuant to this paragraph (b) shall be irrevocable.. 35 29 (c) The ~~CAF~~ Administrative Agent shall promptly notify the applicable Borrower by ~~telecopy,~~ telecopier of all the Competitive Bids made, the Competitive Bid Rate and the principal amount of each Competitive Loan in respect of which ~~such~~ a Competitive Bid was made and the identity of the Lender that made each ~~such~~ bid. The Administrative Agent shall send a copy of all Competitive Bids to the applicable Borrower for its records as soon as practicable after completion of the bidding process set forth in this Section 2.03. (d) A The applicable Borrower may in its sole and absolute discretion, subject only to the provisions of this paragraph (d), accept or reject any ~~or all~~ Competitive ~~Bids~~ Bid referred to in paragraph (c) above. ~~Such~~ The Borrower shall notify the ~~CAF~~ Administrative Agent by telephone, confirmed by ~~telecopy~~ telecopier in the form of a Competitive Bid Accept/Reject Letter, whether and to what extent it has decided to accept or reject any of or all the bids referred to in paragraph (c) ~~above by~~ above, (ix) in the case of a ~~Eurodollar~~ Eurocurrency Competitive Borrowing, not later than ~~10:30~~ 11:30 a.m., New York City time (or, if the notice is delivered or telecopied to the Administrative Agent in London, 10:30 a.m., London time), three Business ~~Days~~ days before a proposed Competitive ~~Borrowing~~ Borrowing, and (iy) in the case of a Fixed Rate Borrowing, not later than ~~10:30~~ 11:30 a.m., New York City time, on the day of a proposed Competitive Borrowing; provided, however, that (i) the failure by ~~such~~ the applicable Borrower to give such notice shall be deemed to be a rejection of all the bids referred to in paragraph (c) above, (iii) such Borrower shall not accept a bid made at a particular Competitive Bid Rate if it the Borrower has decided to reject a bid made at a lower Competitive Bid Rate, (iiii) the aggregate amount of the Competitive Bids accepted by such Borrower shall not exceed the principal amount specified in the Competitive Bid Request, (iiv) if such Borrower shall accept a bid or bids made at a particular Competitive Bid Rate but the amount of such bid or bids shall cause the total amount of bids to be accepted by ~~such~~ the Borrower to exceed the amount specified in the Competitive Bid Request, then such Borrower shall accept a portion of such bid or bids in an amount equal to the amount specified in the Competitive Bid Request less the amount of all other Competitive Bids accepted with respect to such Competitive Bid Request, which acceptance, in the case of multiple bids at such Competitive Bid Rate, shall be made pro rata in accordance with the amount of each such bid at such Competitive Bid Rate, and (iv) except pursuant to clause (iv) above, no bid shall be accepted for a 36 30 Competitive Loan unless such Competitive Loan is in (x) a minimum principal amount or Assigned Dollar Value of $5,000,000 and (except in the case of Alternative Currency Borrowings) an integral multiple of $~~1,000,000~~1,000,000 or (y) an aggregate principal amount equal to the remaining balance of the available applicable Commitments; provided further, however, that if a Competitive Loan must be in an amount less than $5,000,000 because of the provisions of clause (iv) above, such Competitive Loan may be for a minimum of $1,000,000 or any integral multiple thereof, and in calculating the pro rata allocation of acceptances of portions of multiple bids at a particular Competitive Bid Rate pursuant to clause (iv) the amounts shall be rounded to integral multiples of $1,000,000 in a manner which shall be in the discretion of the applicable Borrower. A notice given by a the applicable Borrower pursuant to this paragraph (d) shall be irrevocable. (e) The ~~CAF~~ Administrative Agent shall promptly notify each bidding Lender ~~(and the Administrative Agent), by telecopy,~~ whether or not its Competitive Bid has been accepted (and if so, in what amount and at what Competitive Bid Rate) by telecopy sent by the Administrative Agent, and each successful bidder will thereupon become bound, subject to the other applicable conditions hereof, to make the Competitive Loan in respect of which its bid has been accepted. (f) No A Competitive ~~Borrowing~~ Bid Request shall ~~be requested or made hereunder if after giving effect thereto any of the conditions set forth in clauses (i) through (iv) of Section 2.01 would~~ not be ~~met~~made within five Business days after the date of any previous Competitive Bid Request. (g) If ~~either~~ the Administrative ~~Agent or CAF~~ Agent shall elect to submit a Competitive Bid in its capacity as a Lender, ~~such party~~ it shall submit such bid directly to the applicable Borrower one quarter of an hour earlier than the latest time at which the other Lenders are required to submit their bids to the ~~CAF~~ Administrative Agent pursuant to paragraph (b) above. (h) Each of the Borrowers and the CAF Agent shall deliver to the Administrative Agent by telecopy copies of all notices delivered by it pursuant to this Section 2.03 at the same times such notices are delivered hereunder. All notices required by this Section 2.03 shall be given in accordance with Section ~~8.01~~10.01. ~~(i) A Competitive Bid Request shall not be made within five Business Days after the date of any previous Competitive Bid which was accepted by a Borrower pursuant to paragraph (d) above.~~

Appears in 1 contract

Sources: Five Year Credit Agreement (Harsco Corp)

Competitive Bid Procedure. (a) In order to request Competitive Bids, a Borrower shall hand deliver or ~~telecopy~~ fax to the ~~CAF~~ Administrative Agent a duly completed Competitive Bid Request in the form of Exhibit A-1 hereto, to be received by the ~~CAF~~ Administrative Agent (i) in the case of a ~~Eurodollar~~ Eurocurrency Competitive ~~Borrowing~~Loan, not later than ~~11:00~~ 10:00 a.m., New York City time, ~~four~~(A) four Business Days before a proposed Competitive Borrowing in the case of a Competitive Borrowing denominated in Dollars and (B) five Business Days before a proposed Competitive Borrowing in the case of a Competitive Borrowing denominated in a Non-US Currency and (ii) in the case of a Fixed Rate Borrowing, not later than 10:00 a.m., New York City time, (A) one Business Day before a proposed Competitive Borrowing in the case of a Competitive Borrowing denominated in Dollars and (B) two Business Days before a proposed Competitive Borrowing in the case of a Competitive Borrowing denominated in a Non-US Currency. No ABR Loan shall be requested in, or made pursuant to, a Competitive Bid Request. A Competitive Bid Request that does not conform substantially to the format of Exhibit A-1 may be rejected in the Administrative Agent’s sole discretion, and the Administrative Agent shall promptly notify the applicable Borrower of such rejection by fax. Each Competitive Bid Request shall refer to this Agreement and specify (A) whether the Borrowing then being requested is to be a Eurocurrency Borrowing or a Fixed Rate Borrowing, (B) the date of such Borrowing (which shall be a Business Day), (C) the currency of the requested Borrowing (which shall be Dollars or a Non-US Currency), (D) the aggregate principal amount of the requested Borrowing (which shall be an integral multiple of 1,000,000 units of the applicable currency with a Dollar Equivalent on the date of the applicable Competitive Bid Request of at least $10,000,000), and (E) the Interest Period with respect thereto (which may not end after the Maturity Date). Promptly after its receipt of a Competitive Bid Request that is not rejected as aforesaid, the Administrative Agent shall fax to the Lenders a Notice of Competitive Bid Request inviting the Lenders to bid, on the terms and conditions of this Agreement, to make Competitive Loans. (b) Each Lender invited to bid may, in its sole discretion, make one or more Competitive Bids to the applicable Borrower responsive to such Borrower's ’s Competitive Bid Request. Each Competitive Bid by a Lender must be received by the ~~CAF~~ Administrative Agent by ~~telecopy~~fax, in the form of Exhibit A-3 hereto, (i) in the case of a ~~Eurodollar~~ Eurocurrency Competitive ~~Borrowing~~Loan, not later than 9:30 a.m., New York City time, three Business Days before a proposed Competitive Borrowing and (iii) in the case of a Fixed Rate Borrowing, not later than 9:30 a.m., New York City time, on the day of a proposed Competitive Borrowing. ~~Multiple~~ A Lender may submit multiple bids ~~will be accepted by~~ to the ~~CAF~~ Administrative Agent. Competitive Bids that do not conform substantially to the format of Exhibit A-3 may be rejected by the ~~CAF~~ Administrative Agent, and the ~~CAF~~ Administrative Agent shall notify the Lender making such nonconforming bid of such rejection as soon as practicable. Each Competitive Bid shall refer to this Agreement and specify (x) the principal amount (which shall be ~~in a minimum principal amount of $5,000,000 and in~~ an integral multiple of $1,000,000 units of the applicable currency and which may equal the entire principal amount of the Competitive Borrowing ~~requested by the applicable Borrower~~requested) of the Competitive Loan or Loans that the Lender is willing to ~~make to such Borrower~~make, (y) the Competitive Bid Rate or Rates at which the Lender is prepared to make the Competitive Loan or Loans and (z) the Interest Period and the last day thereof. If any Lender invited to bid shall elect not to make a Competitive Bid, such Lender shall so notify the ~~CAF~~ Administrative Agent by ~~telecopy~~ fax (I) in the case of ~~Eurodollar~~ Eurocurrency Competitive Loans, not later than 9:30 a.m., New York City time, three Business Days before a proposed Competitive Borrowing, and (II) in the case of Fixed Rate Loans, not later than 9:30 a.m., New York City time, on the day of a proposed Competitive Borrowing; provided, however, that failure by any Lender to give such notice shall not cause such Lender to be obligated to make any Competitive Loan as part of such Competitive Borrowing. A Competitive Bid submitted by a Lender pursuant to this paragraph (b) shall be irrevocable. (c) The ~~CAF~~ Administrative Agent shall as promptly as practicable notify the ~~Borrower~~ applicable Borrower, by ~~telecopy~~fax, of all the Competitive Bids made, the Competitive Bid Rate and the principal amount of each Competitive Loan in respect of which ~~such~~ a Competitive Bid was made and the identity of the Lender that made each ~~such~~ bid. The Administrative Agent shall send a copy of all Competitive Bids to the applicable Borrower for its records as soon as practicable after completion of the bidding process set forth in this Section 2.03. (d) A The applicable Borrower may in its sole and absolute discretion, subject only to the provisions of this paragraph (d), accept or reject any ~~or all~~ Competitive ~~Bids~~ Bid referred to in paragraph (c) above. ~~Such~~ The applicable Borrower shall notify the ~~CAF~~ Administrative Agent by telephone, confirmed by ~~telecopy~~ fax in the form of a Competitive Bid Accept/Reject Letter, whether and to what extent it has decided to accept or reject any of or all of the bids referred to in paragraph (c) above not more than one hour after it shall have been notified of such bids by the Administrative Agent pursuant to such paragraph (i) in the case of a Eurodollar Competitive Borrowing, not later than 10:30 a.m., New York City time, three Business Days before a proposed Competitive Borrowing and (i) in the case of a Fixed Rate Borrowing, not later than 10:30 a.m., New York City time, on the day of a proposed Competitive Borrowingc); provided, however, that (i) the failure ~~by such~~ of the applicable Borrower to give such notice shall be deemed to be a rejection of all the bids referred to in paragraph (c) above, (iii) ~~such~~ the applicable Borrower shall not accept a bid made at a particular Competitive Bid Rate if it has decided to reject a bid made at a lower Competitive Bid Rate, (iiii) the aggregate amount of the Competitive Bids accepted by ~~such~~ the applicable Borrower shall not exceed the principal amount specified in the Competitive Bid Request, (iiv) if ~~such~~ the applicable Borrower shall accept a bid or bids made at a particular Competitive Bid Rate but the amount of such bid or bids shall cause the total amount of bids to be accepted ~~by such Borrower~~ to exceed the amount specified in the Competitive Bid Request, then ~~such~~ the applicable Borrower shall accept a portion of such bid or bids in an amount equal to the amount specified in the Competitive Bid Request less the amount of all other Competitive Bids accepted with respect to such Competitive Bid Request, which acceptance, in the case of multiple bids at such Competitive Bid Rate, shall be made pro rata in accordance with the amount of each such bid at such Competitive Bid Rate, and (iv) except pursuant to clause (iv) above, no bid shall be accepted for a Competitive Loan unless such Competitive Loan is in ~~a minimum principal~~ an amount ~~of $5,000,000 and~~ that is an integral multiple of ~~$1,000,000; provided further, however, that if a Competitive Loan must be in an amount less than $5,000,000 because~~ 1,000,000 units of the ~~provisions of clause (iv) above, such Competitive Loan may be for a minimum of $1,000,000 or any integral multiple thereof~~applicable currency, and in calculating the pro rata allocation of acceptances of portions of multiple bids at a particular Competitive Bid Rate pursuant to clause (iv) above, the amounts shall be rounded to integral multiples of $1,000,000 units of the applicable currency in a manner which shall be in the discretion of the applicable Borrower. A notice given ~~by a Borrower~~ pursuant to this paragraph (d) shall be irrevocable. (e) The ~~CAF~~ Administrative Agent shall promptly notify each bidding Lender ~~(and the Administrative Agent), by telecopy,~~ whether or not its Competitive Bid has been accepted (and if so, in what amount and at what Competitive Bid Rate) by fax, and each successful bidder will thereupon become bound, subject to the other applicable conditions hereof, to make the Competitive Loan in respect of which its bid has been accepted. (f) No Competitive Borrowing shall be requested or made hereunder if after giving effect thereto ~~any of the conditions set forth in clauses~~ (i) ~~through~~ the Aggregate Credit Exposure would exceed the Total Commitment or (ivii) in the event the Maturity Date shall have been extended as provided in Section 2.12(d), the sum of ~~Section 2.01~~ the L/C Exposures attributable to Letters of Credit expiring after any Existing Maturity Date and the Competitive Loan Exposures attributable to Competitive Loans maturing after such Existing Maturity Date would ~~not be met~~exceed the aggregate Commitments that have been extended to a date after the expiration date of the last of such Letters of Credit and the maturity of the last of such Competitive Loans. (g) If ~~either~~ the Administrative ~~Agent or CAF~~ Agent shall elect to submit a Competitive Bid in its capacity as a Lender, ~~such party~~ it shall submit such bid directly to the applicable Borrower one quarter of an hour earlier than the latest time at which the other Lenders are required to submit their bids to the ~~CAF~~ Administrative Agent pursuant to paragraph (b) above. (h) Each of the Borrowers and the CAF Agent shall deliver to the Administrative Agent by telecopy copies of all notices delivered by it pursuant to this Section 2.03 at the same times such notices are delivered hereunder. All notices required by this Section 2.03 shall be given in accordance with Section 8.01. (i) A Competitive Bid Request shall not be made within five Business Days after the date of any previous Competitive Bid which was accepted by a Borrower pursuant to paragraph (d) above.

Appears in 1 contract

Sources: Credit Facility Agreement (Exelis Inc.)

Competitive Bid Procedure. (a) In order to request Competitive Bids, a the Borrower shall hand deliver or telecopy to the ~~CAF~~ Agent a duly completed Competitive Bid Request in the form of Exhibit A-1 hereto, to be received by the ~~CAF~~ Agent (i) in the case of a Eurodollar Competitive Borrowing, not later than ~~11:00~~ 10:00 a.m., New York City time, ~~four~~four Business Days before a proposed Competitive Borrowing and (ii) in the case of a Fixed Rate Borrowing, not later than 10:00 a.m., New York City time, one Business Day before a proposed Competitive Borrowing. No ABR Loan shall be requested in, or made pursuant to, a Competitive Bid Request. A Competitive Bid Request that does not conform substantially to the format of Exhibit A-1 may be rejected in the Agent’s sole discretion, and the Agent shall as soon as practicable notify the Borrower of such rejection by telecopier. Such request shall in each case refer to this Agreement and specify (x) whether the Borrowing then being requested is to be a Eurodollar Borrowing or a Fixed Rate Borrowing, (y) the date of such Borrowing (which shall be a Business Day) and the aggregate principal amount thereof which shall be in a minimum principal amount of $5,000,000 and in an integral multiple of $1,000,000, and (z) the Interest Period with respect thereto (which may not end after the Availability Termination Date). As soon as practicable after its receipt of a Competitive Bid Request that is not rejected as aforesaid, the Agent shall invite by telecopier (in the form set forth in Exhibit A-2 hereto) the Banks to bid, on the terms and conditions of this Agreement, to make Competitive Loans pursuant to the Competitive Bid Request. (b) Each ~~Lender invited to bid~~ Bank may, in its sole discretion, make one or more Competitive Bids to the Borrower responsive to ~~such Borrower's~~ a Competitive Bid Request. Each Competitive Bid by a ~~Lender~~ Bank must be received by the ~~CAF~~ Agent ~~by telecopy~~via telecopier, in the form of Exhibit A-3 hereto, (i) in the case of a Eurodollar Competitive Borrowing, not later than 9:30 a.m., New York City time, three Business Days before a proposed Competitive Borrowing and (iii) in the case of a Fixed Rate Borrowing, not later than 9:30 a.m., New York City time, on the day of a proposed Competitive Borrowing. Multiple bids will be accepted by the ~~CAF~~ Agent. Competitive Bids that do not conform substantially to the format of Exhibit A-3 may be rejected by the ~~CAF Agent~~Agent after conferring with, and upon the instruction of, the Borrower, such conference between the Agent and the Borrower to occur as soon as practicable following the receipt by the Agent of such Competitive Bid, and the ~~CAF~~ Agent shall notify the ~~Lender~~ Bank making such nonconforming bid of such rejection as soon as practicable. Each Competitive Bid shall refer to this Agreement and specify (x) the principal amount (which shall be in a minimum principal amount of $5,000,000 and in an integral multiple of $1,000,000 and which may equal the entire principal amount of the Competitive Borrowing requested by the ~~applicable~~ Borrower) of the Competitive Loan or Loans that the ~~Lender~~ Bank is willing to make to ~~such~~ the Borrower, (y) the Competitive Bid Rate or Rates at which the ~~Lender~~ Bank is prepared to make the Competitive Loan or Loans and (z) the Interest Period and the last day thereof. If any ~~Lender invited to bid~~ Bank shall elect not to make a Competitive Bid, such ~~Lender~~ Bank shall so notify the ~~CAF~~ Agent ~~by telecopy~~ via telecopier (I) in the case of Eurodollar Competitive Loans, not later than 9:30 a.m., New York City time, three Business Days before a proposed Competitive Borrowing, and (II) in the case of Fixed Rate Loans, not later than 9:30 a.m., New York City time, on the day of a proposed Competitive Borrowing; provided, however, that failure by any ~~Lender~~ Bank to give such notice shall not cause such ~~Lender~~ Bank to be obligated to make any Competitive Loan as part of such Competitive Borrowing. A Competitive Bid submitted by a ~~Lender~~ Bank pursuant to this paragraph (b) shall be irrevocable. (c) The ~~CAF~~ Agent shall as soon as practicable notify the Borrower by ~~telecopy~~telecopier (i) in the case of Eurodollar Competitive Loans, not later than 10:00 a.m., New York City time, three Business Days before a proposed Competitive Borrowing, and (ii) in the case of Fixed Rate Loans, not later than 10:00 a.m., New York City time, on the day of a proposed Competitive Borrowing, of all the Competitive Bids made, the Competitive Bid Rate and the principal amount of each Competitive Loan in respect of which ~~such~~ a Competitive Bid was made and the identity of the ~~Lender~~ Bank that made each ~~such~~ bid. The Agent shall send a copy of all Competitive Bids to the Borrower for its records as soon as practicable after completion of the bidding process set forth in this Section 2.03. (d) A The Borrower may in its sole and absolute discretion, subject only to the provisions of this paragraph (d), accept or reject any ~~or all~~ Competitive ~~Bids~~ Bid referred to in paragraph (c) above. ~~Such~~ The Borrower shall notify the ~~CAF~~ Agent by telephone, confirmed by ~~telecopy~~ telecopier in the form of a Competitive Bid Accept/Reject ~~Letter~~Letter in the form of Exhibit A-4, whether and to what extent it has decided to accept or reject any of or all the bids referred to in paragraph (c) ~~above by~~ above, (ix) in the case of a Eurodollar Competitive Borrowing, not later than ~~10:30~~ 10:00 a.m., New York City time, three Business Days before a proposed Competitive ~~Borrowing~~ Borrowing, and (iy) in the case of a Fixed Rate Borrowing, not later than ~~10:30~~ 10:00 a.m., New York City time, on the day of a proposed Competitive Borrowing; provided, however, that (i) the failure by ~~such~~ the Borrower to give such notice shall be deemed to be a rejection of all the bids referred to in paragraph (c) above, (iii) ~~such~~ the Borrower shall not accept a bid made at a particular Competitive Bid Rate if it the Borrower has decided to reject a an unrestricted bid made at a lower Competitive Bid Rate, (iiii) the aggregate amount of the Competitive Bids accepted by ~~such~~ the Borrower shall not exceed the principal amount specified in the Competitive Bid Request, (iiv) if ~~such~~ the Borrower shall accept a bid or bids made at a particular Competitive Bid Rate but the amount of such bid or bids shall cause the total amount of bids to be accepted by ~~such~~ the Borrower to exceed the amount specified in the Competitive Bid Request, then ~~such~~ the Borrower shall accept a portion of such bid or bids in an amount equal to the amount specified in the Competitive Bid Request less the amount of all other Competitive Bids accepted with respect to such Competitive Bid Request, which acceptance, in the case of multiple bids at such Competitive Bid Rate, shall be made pro rata in accordance with the amount of each such bid at such Competitive Bid Rate, and (iv) except pursuant to clause (iv) above, no bid shall be accepted for a Competitive Loan unless such Competitive Loan is in a minimum principal amount of $5,000,000 and an integral multiple of $1,000,000; ~~provided~~ provided, further, however, that if a Competitive Loan must be in an amount less than $5,000,000 because of the provisions of clause (iv) above, such Competitive Loan may be for a minimum of $1,000,000 or any integral multiple thereof, and in calculating the pro rata allocation of acceptances of portions of multiple bids at a particular Competitive Bid Rate pursuant to clause (iv) the amounts shall be rounded to integral multiples of $1,000,000 in a manner which shall be in the discretion of the ~~applicable~~ Borrower. A notice given by a the Borrower pursuant to this paragraph (d) shall be irrevocable. (e) The ~~CAF~~ Agent shall promptly notify each bidding ~~Lender~~ Bank (i) in the case of Eurodollar Competitive Loans, not later than 11:00 a.m., New York City time, three Business Days before a proposed Competitive Borrowing, and (ii) in the ~~Administrative Agent)~~case of Fixed Rate Loans, ~~by telecopy~~not later than 11:00 a.m., New York City time, on the day of a proposed Competitive Borrowing, whether or not its Competitive Bid has been accepted (and if so, in what amount and at what Competitive Bid Rate) by telecopy sent by the Agent, and each successful bidder will thereupon become bound, subject to the other applicable conditions hereof, to make the Competitive Loan in respect of which its bid has been accepted. (f) No A Competitive ~~Borrowing~~ Bid Request shall ~~be requested or made hereunder if after giving effect thereto any of the conditions set forth in clauses (i) through (iv) of Section 2.01 would~~ not be ~~met~~made within five Business Days after the date of any previous Competitive Bid Request. (g) If ~~either~~ the ~~Administrative Agent or CAF~~ Agent shall elect to submit a Competitive Bid in its capacity as a ~~Lender~~Bank, ~~such party~~ it shall submit such bid directly to the Borrower one quarter of an hour earlier than the latest time at which the other ~~Lenders~~ Banks are required to submit their bids to the ~~CAF~~ Agent pursuant to paragraph (b) above. (h) Each of the Borrowers and the CAF Agent shall deliver to the Administrative Agent by telecopy copies of all notices delivered by it pursuant to this Section 2.03 at the same times such notices are delivered hereunder. All ~~notices~~ Notices required by this Section 2.03 shall be given in accordance with Section ~~8.01~~9.01. ~~(i) A Competitive Bid Request shall not be made within five Business Days after the date of any previous Competitive Bid which was accepted by a Borrower pursuant to paragraph (d) above.~~

Appears in 1 contract

Sources: 364 Day Competitive Advance and Revolving Credit Facility Agreement (Scripps E W Co /De)

Competitive Bid Procedure. (a) In order to request Competitive Bids, ~~a Borrower~~ the Company shall hand deliver or telecopy to the ~~CAF~~ Administrative Agent a duly completed Competitive Bid ~~Request in the form of Exhibit A-1 hereto~~Request, to be received by the ~~CAF~~ Administrative Agent (i) in the case of a Eurodollar ~~Competitive Borrowing~~Loans, not later than ~~11:00~~ 10:00 a.m., New York City time, ~~four~~four Business Days before the Borrowing Date specified for a proposed Competitive Borrowing and (ii) in the case of Fixed Rate Loans, not later than 10:00 a.m., New York City time, one Business Day before the Borrowing Date specified for a proposed Competitive Borrowing. No Alternate Base Loan shall be requested in, or, except pursuant to Section 2.14, made pursuant to, a Competitive Bid Request. A Competitive Bid Request that does not conform substantially to the format of Exhibit A-1 may be rejected at the Administrative Agent’s sole discretion, and the Administrative Agent shall promptly notify the Company of such rejection by telecopier. Each Competitive Bid Request shall in each case refer to this Agreement and specify (x) whether the Competitive Loans then being requested are to be Eurodollar Loans or Fixed Rate Loans, (y) the Borrowing Date of such Competitive Loans (which shall be a Business Day) and the aggregate principal amount thereof (which shall not be less than $10,000,000 or greater than the unused Total Commitment on such Borrowing Date and shall be an integral multiple of $1,000,000), and (z) the Interest Period with respect thereto (which may not end after the Termination Date). Promptly after its receipt of a Competitive Bid Request that is not rejected as aforesaid, the Administrative Agent shall invite by telecopier (substantially in the form set forth in Exhibit B hereto) the Banks to bid, on the terms and conditions of this Agreement, to make Competitive Loans pursuant to such Competitive Bid Request. (b) Each ~~Lender invited to bid~~ Bank may, in its sole discretion, make one or more Competitive Bids to the ~~Borrower~~ Company responsive to ~~such Borrower's~~ each Competitive Bid Request. Each Competitive Bid by a ~~Lender~~ Bank must be received by the ~~CAF~~ Administrative Agent ~~by telecopy~~via telecopier, substantially in the form of Exhibit ~~A-3~~ C hereto, (i) in the case of a Eurodollar ~~Competitive Borrowing~~Loans, not later than ~~9:30~~ 10:00 a.m., New York City time, three Business Days before the Borrowing Date specified for a proposed Competitive Borrowing and (iii) in the case of a Fixed Rate ~~Borrowing~~Loans, not later than 9:30 a.m., New York City time, on the day of a proposed Competitive Borrowing. ~~Multiple bids will be accepted by the CAF Agent.~~ Competitive Bids that do not conform substantially to the format of Exhibit ~~A-3~~ C may be rejected by the ~~CAF Agent~~Administrative Agent after conferring with, and upon the instruction of, the Company, and the ~~CAF~~ Administrative Agent shall notify the ~~Lender making such nonconforming bid~~ non-conforming Bank of such rejection as soon as practicable. Each Competitive Bid shall refer to this Agreement and ~~specify~~ (x) specify the principal amount (which shall be in a minimum principal amount of $5,000,000 and in an integral multiple of $1,000,000 and which may equal the entire principal amount of the Competitive Borrowing requested by the ~~applicable Borrower~~Company) of the Competitive Loan ~~or Loans that~~ the ~~Lender~~ Bank is willing to make to ~~such Borrower~~the Company, (y) specify the Competitive Bid ~~Rate or Rates~~ Rate(s) at which the ~~Lender~~ Bank is prepared to make the Competitive Loan ~~or Loans~~ and (z) confirm the Interest Period ~~and~~ with respect thereto specified by the ~~last day thereof. If any Lender invited to bid shall elect not to make a~~ Company in its Competitive Bid, such Lender shall so notify the CAF Agent by telecopy (I) in the case of Eurodollar Competitive Loans, not later than 9:30 a.m., New York City time, three Business Days before a proposed Competitive Borrowing, and (II) in the case of Fixed Rate Loans, not later than 9:30 a.m., New York City time, on the day of a proposed Competitive Borrowing; provided, however, that failure by any Lender to give such notice shall not cause such Lender to be obligated to make any Competitive Loan as part of such Competitive BorrowingBid Request. A Competitive Bid submitted by a ~~Lender~~ Bank pursuant to this paragraph (b) shall be irrevocable. (c) The ~~CAF~~ Administrative Agent shall promptly notify the ~~Borrower~~ Company by ~~telecopy,~~ telecopier of all the Competitive Bids made, the Competitive Bid Rate and the principal amount of each Competitive Loan in respect of which ~~such~~ a Competitive Bid was made and the identity of the ~~Lender~~ Bank that made each ~~such~~ bid. The Administrative Agent shall send a copy of all Competitive Bids to the Company for its records as soon as practicable after completion of the bidding process set forth in this Section 2.2. (d) ~~A Borrower~~ The Company may in its sole and absolute discretion, subject only to the provisions of this ~~paragraph (d~~Section 2.2(d), accept or reject any or all of the Competitive Bids referred to in paragraph (c) above; provided, however, that the aggregate amount of the Competitive Bids so accepted by the Company may not exceed the principal amount of the Competitive Borrowing requested by the Company. ~~Such Borrower~~ The Company shall notify the ~~CAF~~ Administrative Agent by ~~telephone, confirmed by telecopy in the form of a Competitive Bid Accept/Reject Letter,~~ telecopier whether and to what extent it has decided to accept or reject any of or all of the bids referred to in paragraph (c) ~~above by~~ above, (i) in the case of a Eurodollar ~~Competitive Borrowing~~Loans, not later than ~~10:30 a.m.~~12:00 noon, New York City time, three Business Days before the Borrowing Date specified for a proposed Competitive Borrowing and (iii) in the case of a Fixed Rate ~~Borrowing~~Loans, not later than 10:30 a.m., New York City time, on the day of specified for a proposed Competitive Borrowing; provided, however, that (iw) the failure by ~~such Borrower~~ the Company to give such notice shall be deemed to be a rejection of all the bids referred to in paragraph (c) above, (ix) ~~such Borrower~~ the Company shall not accept a bid made at a particular Competitive Bid Rate if it the Company has decided to reject a bid made at a lower Competitive Bid Rate, (~~i) the aggregate amount of the Competitive Bids accepted by such Borrower shall not exceed the principal amount specified in the Competitive Bid Request, (i~~y) if ~~such Borrower~~ the Company shall accept ~~a bid or~~ bids made at a particular Competitive Bid Rate but shall be restricted by other conditions hereof from borrowing the full principal amount of ~~such bid or bids shall cause the total amount~~ Competitive Loans in respect of bids to be accepted by such Borrower to exceed the amount specified in the Competitive Bid Request, then such Borrower shall accept a portion of such bid or bids in an amount equal to the amount specified in the Competitive Bid Request less the amount of all other Competitive Bids accepted with respect to such Competitive Bid Request, which ~~acceptance, in the case of multiple~~ bids at such Competitive Bid ~~Rate~~Rate have been made or shall not require the full amount offered thereby, then the Company shall ~~be made~~ accept a pro rata ~~in accordance with the amount~~ portion of each ~~such~~ bid made at such Competitive Bid ~~Rate,~~ Rate based as nearly as possible on the respective principal amounts of Competitive Loans for which such bids were made and (iz) ~~except pursuant to clause (iv) above,~~ no bid shall be accepted for a Competitive Loan unless such Competitive Loan is in a minimum principal amount of $5,000,000 and an integral multiple of $1,000,000~~; provided further, however, that if a Competitive Loan must be in an amount less than $5,000,000 because of~~ . Notwithstanding the ~~provisions of~~ foregoing clause (~~iv) above~~z), ~~such Competitive Loan may be~~ if it is necessary for the Company to accept a ~~minimum of $1,000,000 or any integral multiple thereof, and in calculating the~~ pro rata allocation of ~~acceptances of portions of multiple~~ the bids at made in response to a ~~particular~~ Competitive Bid ~~Rate~~ Request (whether pursuant to the events specified in clause (ivy) above or otherwise) and the ~~amounts shall~~ available principal amount of Competitive Loans to be ~~rounded~~ allocated among the Banks is not sufficient to enable Competitive Loans to be allocated to each Bank in a minimum principal amount of $5,000,000 and in integral multiples of $~~1,000,000 in a manner which~~ 1,000,000, then the Company shall select the Banks to be in allocated such Competitive Loans and shall round allocations up or down to the ~~discretion~~ next higher or lower multiple of ~~the applicable Borrower~~$500,000 as it shall deem appropriate. A notice given by ~~a Borrower~~ the Company pursuant to this paragraph (d) shall be irrevocable. (e) The ~~CAF~~ Administrative Agent shall promptly notify each bidding ~~Lender (and the Administrative Agent), by telecopy,~~ Bank whether or not its Competitive Bid has been accepted (and if so, in what amount and at what Competitive Bid Rate) by telecopier, and each successful bidder will thereupon become bound, subject to the other applicable conditions hereof, to make the Competitive Loan in respect of which its bid has been accepted. After completing the notifications referred to in the immediately preceding sentence, the Administrative Agent shall notify each Bank of the aggregate principal amount of all Competitive Bids accepted. (f) ~~No Competitive Borrowing shall be requested or made hereunder if after giving effect thereto any~~ Upon receipt from the Administrative Agent of the ~~conditions set forth in clauses~~ LIBO Rate applicable to any Eurodollar Loan to be made by any Bank pursuant to a Competitive Bid that has been accepted by the Company pursuant to Section 2.2(d), the Administrative Agent shall notify such Bank of (i) ~~through~~ the applicable LIBO Rate and (ivii) the sum of ~~Section 2.01 would not be met~~the applicable LIBO Rate plus the Margin bid by such Bank. (g) ~~If either~~ No Competitive Bid Request shall be made within five Business Days of the date of any other Competitive Bid Request, unless the Company and the Administrative Agent ~~or CAF~~ shall mutually agree otherwise. (h) If the Administrative Agent shall at any time have a Commitment hereunder and shall elect to submit a Competitive Bid in its capacity as a ~~Lender~~Bank, ~~such party~~ it shall submit such bid directly to the ~~Borrower~~ Company one quarter of an hour earlier than the latest time at which the other ~~Lenders~~ Banks are required to submit their bids to the ~~CAF~~ Administrative Agent pursuant to paragraph (b) above. (hi) Each of the Borrowers and the CAF Agent shall deliver to the Administrative Agent by telecopy copies of all notices delivered by it pursuant to this Section 2.03 at the same times such notices are delivered hereunder. All notices required by this Section ~~2.03~~ 2.2 shall be ~~given~~ made in accordance with Section ~~8.01~~9.2. ~~(i) A Competitive Bid Request shall not be made within five Business Days after the date of any previous Competitive Bid which was accepted by a Borrower pursuant to paragraph (d) above.~~

Appears in 1 contract

Sources: Competitive Advance and Revolving Credit Facility Agreement (Southwest Airlines Co)

Competitive Bid Procedure. (a) In order to request -------------------------- Competitive Bids, a Borrower shall hand ~~deliver~~ deliver, telex or telecopy to the ~~CAF~~ Agent a duly completed Competitive Bid Request in the form of Exhibit A-1 hereto, to be received by the ~~CAF~~ Agent (i) in the case of a Eurodollar ~~Competitive~~ Borrowing or a CD Borrowing, not later than 11:00 a.m., New York City time, ~~four~~four Business Days before a proposed Competitive Borrowing and (ii) in the case of a Fixed Rate Borrowing, not later than 11:00 a.m., New York City time, one Business Day before a proposed Competitive Borrowing. No ABR Loan shall be requested in, or made pursuant to, a Competitive Bid Request. A Competitive Bid Request that does not conform substantially to the format of Exhibit A-1 shall be rejected and the Agent shall promptly notify the appropriate Borrower of such rejection by telex or telecopier. Such request shall in each case refer to this Agreement and specify (x) that the Borrowing then being requested is to be a Eurodollar Borrowing, a CD Borrowing or a Fixed Rate Borrowing, (y) the date of such Borrowing (which shall be a Business Day) and the aggregate principal amount thereof (which shall be, subject to the third sentence of Section 2.02(a), in a minimum principal amount of $25,000,000 and in an integral multiple of $5,000,000 and (z) the Interest Period with respect thereto (which may not end after the Maturity Date). Promptly after its receipt of a Competitive Bid Request that is not rejected as aforesaid, the Agent shall invite by telex or telecopier (in the form set forth in Exhibit A-2 hereto) the Lenders to bid, on the terms and conditions of this Agreement, to make Competitive Loans pursuant to the Competitive Bid Request. (b) ~~Each Lender invited to bid~~ The Agent may, in its sole discretion, make one or more Competitive Bids to the appropriate Borrower responsive to such Borrower's Competitive Bid Request. Each Competitive Bid by the Agent must be submitted to the Borrower via telex or telecopier, in the form of Exhibit A-3 hereto, (i) in the case of a Eurodollar Borrowing or CD Borrowing, not later than 8:30 a.m., New York City time, three Business Days before a proposed Competitive Borrowing and (ii) in the case of a Fixed Rate Borrowing, not later than 8:30 a.m., New York City time, on the day of a proposed Competitive Borrowing. Each Lender may, in its sole discretion, make one or more Competitive Bids to the appropriate Borrower responsive to such Borrower's Competitive Bid Request. Each Competitive Bid by a Lender must be received by the ~~CAF~~ Agent ~~by telecopy~~via telex or telecopier, in the form of Exhibit A-3 hereto, (i) in the case of a Eurodollar ~~Competitive~~ Borrowing or CD Borrowing, not later than ~~9:30~~ 9:00 a.m., New York City time, three Business Days before a proposed Competitive Borrowing and (iii) in the case of a Fixed Rate Borrowing, not later than ~~9:30~~ 9:00 a.m., New York City time, on the day of a proposed Competitive Borrowing. Multiple bids will be accepted by the ~~CAF~~ Agent. Competitive Bids that do not conform substantially to the format of Exhibit A-3 may be rejected by the ~~CAF Agent~~Agent after conferring with, and upon the instruction of, the Borrower requesting such Competitive Bids, and the ~~CAF~~ Agent shall notify the Lender making such nonconforming bid of such rejection as soon as practicable. Each Competitive Bid shall refer to this Agreement and specify (x) the principal amount (which shall be in ~~a minimum principal amount of $5,000,000 and in~~ an integral multiple of $~~1,000,000 and which may~~ 5,000,000 (unless such principal amount shall equal the entire principal amount of the Competitive Borrowing requested by ~~the applicable~~ such Borrower) and which may equal such entire principal amount) of the Competitive Loan or Loans that the Lender is willing to make to the Borrower requesting such ~~Borrower~~Competitive Bid, (y) the Competitive Bid Rate or Rates at which the Lender is prepared to make the Competitive Loan or Loans and (z) the Interest Period and the last day thereof. If any Lender ~~invited to bid~~ shall elect not to make a Competitive Bid, such Lender shall so notify the ~~CAF~~ Agent ~~by telecopy~~ via telex or telecopier (IA) in the case of a Eurodollar ~~Competitive Loans~~Borrowing or a CD Borrowing, not later than ~~9:30~~ 9:00 a.m., New York City time, three Business Days before a proposed Competitive ~~Borrowing,~~ Borrowing and (IIB) in the case of a Fixed Rate ~~Loans~~Borrowing, not later than ~~9:30~~ 9:00 a.m., New York City time, on the day of a proposed Competitive Borrowing; provided, however, that failure by any -------- ------- Lender to give such notice shall not cause such Lender to be obligated to make any Competitive Loan as part of such Competitive Borrowing. A Competitive Bid submitted by a Lender pursuant to this paragraph (b) shall be irrevocable. (c) The ~~CAF~~ Agent shall notify the appropriate Borrower by ~~telecopy~~telex or telecopier not later than (i) in the case of a Eurodollar Borrowing or a CD Borrowing, 10:00 a.m., New York City time, three Business Days before the proposed Competitive Borrowing and (ii) in the case of a Fixed Rate Borrowing, 10:00 a.m., New York City time, on the day of the proposed Competitive Borrowing of all the Competitive Bids made, the Competitive Bid Rate and the principal amount of each Competitive Loan in respect of which ~~such~~ a Competitive Bid was made and the identity of the Lender that made each bid. The Agent shall send a copy of all Competitive Bids to such ~~bid~~Borrower for its records as soon as practicable after completion of the bidding process set forth in this Section 2.03. (d) A The appropriate Borrower may in its sole and absolute discretion, subject only to the provisions of this paragraph (d)) and paragraph (h) below, accept or reject any ~~or all~~ Competitive ~~Bids~~ Bid referred to in paragraph (c) above. Such Borrower shall notify the ~~CAF~~ Agent by ~~telephone, confirmed by telecopy~~ telex or telecopier not later than (i) in the ~~form~~ case of a Eurodollar Borrowing or a CD Borrowing, 11:30 a.m., New York City time, three Business Days before the proposed Competitive ~~Bid Accept/Reject Letter~~Borrowing and (ii) in the case of a Fixed Rate Borrowing, not later than 11:30 a.m., New York City time, on the day of the proposed Competitive Borrowing whether and to what extent it has decided to accept or reject any of or all of the bids referred to in paragraph (c) above by (i) in the case of a Eurodollar Competitive Borrowing, not later than 10:30 a.m., New York City time, three Business Days before a proposed Competitive Borrowing and (i) in the case of a Fixed Rate Borrowing, not later than 10:30 a.m., New York City time, on the day of a proposed Competitive Borrowingabove; provided, however, that (iv) the failure by such Borrower to -------- ------- give such notice shall be deemed to be a rejection of all the bids referred to in paragraph (c) above, (iw) such Borrower shall not accept a bid made at a particular Competitive Bid Rate if it has decided to reject a bid made at a lower Competitive Bid Rate, (ix) the aggregate amount of the Competitive Bids accepted by such Borrower shall not exceed the principal amount specified in the related Competitive Bid Request, (iy) if such Borrower shall accept a bid or bids made at a particular Competitive Bid Rate but the amount of such bid or bids shall cause the total amount of bids to be accepted by such Borrower to exceed the amount specified in the related Competitive Bid Request, then such Borrower shall accept a portion of such bid or bids in an amount equal to the amount specified in the related Competitive Bid Request less the amount of all other Competitive Bids accepted with respect to such Competitive Bid Request, which acceptance, in the case of multiple bids at such Competitive Bid Rate, shall be made pro rata in accordance with the amount of each such bid at such Competitive Bid Rate, and (iz) except pursuant to clause (ivy) above, no bid shall be accepted for a Competitive Loan unless the principal amount of such Competitive Loan is in ~~a minimum principal amount of $5,000,000 and~~ an integral multiple of $~~1,000,000~~5,000,000 or is equal to the entire principal amount of the Competitive Borrowing being requested by such Borrower; provided further, -------- ------- however, that if a Competitive Loan must be in an amount less than $5,000,000 ------- because of the provisions of clause (ivy) above, such Competitive Loan may be for a minimum of $1,000,000 or any integral multiple thereof, and in calculating the pro rata allocation of acceptances of portions of multiple bids at a particular Competitive Bid Rate pursuant to clause (ivy) the amounts shall be rounded to integral multiples of $1,000,000 in a manner which shall be in the discretion of ~~the applicable~~ such Borrower. A notice given ~~by a Borrower~~ pursuant to this paragraph (d) by the appropriate Borrower shall be irrevocable. (e) The ~~CAF~~ Agent shall promptly notify each bidding Lender ~~(and the Administrative Agent), by telecopy,~~ whether or not its Competitive Bid has been accepted (and if so, in what amount and at what Competitive Bid Rate) by telex or telecopier sent by the Agent, and each successful bidder will thereupon become bound, subject to the other applicable conditions hereof, to make the Competitive Loan in respect of which its bid has been accepted. (f) No The Borrowers shall not make more than 10 Competitive ~~Borrowing shall be requested or made hereunder if after giving effect thereto~~ Bid Requests during any ~~of the conditions set forth in clauses (i) through (iv) of Section 2.01 would not be met~~30-day period. (g) If either the Administrative Agent or CAF Agent shall elect to submit a Competitive Bid in its capacity as a Lender, such party shall submit such bid directly to the Borrower one quarter of an hour earlier than the latest time at which the other Lenders are required to submit their bids to the CAF Agent pursuant to paragraph (b) above. (h) Each of the Borrowers and the CAF Agent shall deliver to the Administrative Agent by telecopy copies of all notices delivered by it pursuant to this Section 2.03 at the same times such notices are delivered hereunder. All notices required by this Section 2.03 shall be given in accordance with Section ~~8.01~~9.01. (h) At no time shall the outstanding aggregate principal amount of all Competitive Loans made by all Lenders exceed the Available Commitment in effect at such time. (i) A The Agent shall hold in confidence each Competitive Bid ~~Request shall not be made within five Business Days after~~ received by the ~~date of any previous~~ Agent until such Competitive Bid ~~which was accepted by a~~ has been disclosed to the appropriate Borrower pursuant to paragraph (d) above.

Appears in 1 contract

Sources: 364 Day Revolving Credit Agreement (Penney J C Funding Corp)

Competitive Bid Procedure. (a) Subject to the terms and conditions set forth herein, from time to time prior to the termination of the Revolving Credit Commitments the Borrower may request Competitive Bids and may (but shall not have any obligation to) accept Competitive Bids and borrow Competitive Loans denominated in Dollars or in any Foreign Currency; provided that, immediately after giving effect to any Competitive Loan Borrowing, (i) the aggregate Dollar Equivalent of the principal amount of all outstanding Competitive Loans shall not exceed an amount equal to 50% of the Revolving Credit Facility and (ii) the sum of the Total Revolving Credit Outstandings plus the aggregate Dollar Equivalent of the principal amount of outstanding Competitive Loans shall not exceed the Revolving Credit Facility. In order to request Competitive Bids, a the Borrower shall ~~hand~~ deliver ~~or telecopy~~ to the ~~CAF~~ Administrative Agent a duly completed Competitive Bid Request substantially in the form of Exhibit ~~A-1 hereto~~C-1, to be received by the ~~CAF~~ Administrative Agent (i) in the case of a ~~Eurodollar~~ Eurocurrency Rate Competitive ~~Borrowing~~Loan in Dollars, not later than ~~11:00~~ 10:00 a.m. four Business Days before a proposed Competitive Loan, (ii) in the case of a Eurocurrency Rate Competitive Loan in a Foreign Currency, not later than 10:00 a.m., ~~New York City~~ London time, ~~four~~five Business Days before a proposed Competitive Loan, (iii) in the case of a Fixed Rate Loan in Dollars, not later than 10:00 a.m. two Business Days before a proposed Competitive Loan and (iv) in the case of a Fixed Rate Loan in a Foreign Currency, not later than 10:00 a.m., London time, five Business Days before a proposed Competitive Loan. A Competitive Bid Request that does not conform substantially to the format of Exhibit C-1 may be rejected in the Administrative Agent’s discretion (exercised in good faith), and the Administrative Agent shall promptly notify the Borrower of such rejection by telephone, confirmed in writing. A Competitive Bid Request shall in each case refer to this Agreement and specify (u) whether the Competitive Loan then being requested is to be a Eurocurrency Rate Competitive Loan or a Fixed Rate Loan; (v) the currency in which such Competitive Loan is to be denominated; (w) the date on which such Competitive Loan is to be made (which shall be a Business Day) and the aggregate principal amount thereof which shall be in a minimum principal amount of $10,000,000 (or in the case of any Foreign Currency, an approximate equivalent thereof as determined by the Administrative Agent) and, in the case of a Competitive Bid for a Competitive Loan in Dollars, in an integral multiple of $1,000,000; (x) the maturity date of such Borrowing, which date shall not be less than seven days or more than 270 days after the date of such Borrowing; (y) the Interest Period with respect thereto; and (z) the location and number of the Borrower’s account to which funds are to be disbursed. Promptly after its receipt of a Competitive Bid Request that is not rejected as aforesaid (and in any event by 5:00 p.m. on the date of such receipt if such receipt occurs by the time specified in the first sentence of this paragraph), the Administrative Agent shall invite by telecopier or, subject to Section 10.02(b), electronic communication (substantially in the form set forth in Exhibit C-2) the Revolving Credit Lenders to bid, on the terms and conditions of this Agreement, to make Competitive Loans pursuant to such Competitive Bid Request. (b) Each Revolving Credit Lender ~~invited to bid~~ may, in its sole discretion, make one or more Competitive Bids to the Borrower responsive to ~~such Borrower's~~ a Competitive Bid Request. Each Competitive Bid ~~by a Lender~~ must be received by the ~~CAF~~ Administrative Agent by ~~telecopy~~telecopier or, subject to Section 10.02(b), electronic communication, substantially in the form of Exhibit ~~A-3 hereto~~C-3, (i) in the case of a ~~Eurodollar~~ Eurocurrency Rate Competitive ~~Borrowing~~Loan in Dollars, not later than 9:30 a.m. three Business Days before a proposed Competitive Loan, (ii) in the case of a Eurocurrency Rate Competitive Loan in a Foreign Currency, not later than 9:30 a.m., ~~New York City~~ London time, ~~three~~ four Business Days before a proposed Competitive ~~Borrowing and~~ Loan, (iiii) in the case of a Fixed Rate ~~Borrowing~~Loan in Dollars, not later than 9:30 a.m. one Business Day before a proposed Competitive Loan, and (iv) in the case of a Fixed Rate Loan in a Foreign Currency, not later than 9:30 a.m., ~~New York City~~ London time, ~~on the day of~~ four Business Days before a proposed Competitive ~~Borrowing~~Loan. Multiple ~~bids~~ Competitive Bids will be accepted by the ~~CAF~~ Administrative Agent. Competitive Bids that do not conform substantially to the format of Exhibit ~~A-3~~ C-3 may be rejected by the ~~CAF Agent~~Administrative Agent after conferring with, and upon the instruction of, the Borrower, and the ~~CAF~~ Administrative Agent shall notify the Revolving Credit Lender making such nonconforming ~~bid~~ Competitive Bid of such rejection as soon as practicable. Each Competitive Bid shall refer to this Agreement and specify (x) the principal amount in the relevant currency (which shall be in a minimum principal amount of $~~5,000,000 and~~ 10,000,000 (or in the case of any Foreign Currency, an approximate equivalent thereof as determined by the Administrative Agent) and, in the case of a Competitive Bid for a Competitive Loan in Dollars, in an integral multiple of $1,000,000 and which may equal the entire principal amount of the Competitive ~~Borrowing~~ Loan requested by the ~~applicable~~ Borrower) of the Competitive Loan or Loans that the applicable Lender is willing to make to ~~such~~ the Borrower, (y) the Competitive Bid Rate or Rates at which ~~the~~ such Lender is prepared to make the Competitive Loan or Loans and (z) the Interest Period and the last day thereof. If any Lender invited to bid shall elect not to make a Competitive Bid, such Lender shall so notify the CAF Agent by telecopy (I) in the case of Eurodollar Competitive Loans, not later than 9:30 a.m., New York City time, three Business Days before a proposed Competitive Borrowing, and (II) in the case of Fixed Rate Loans, not later than 9:30 a.m., New York City time, on the day of a proposed Competitive Borrowing; provided, however, that failure by any Lender to give such notice shall not cause such Lender to be obligated to make any Competitive Loan as part of such Competitive Borrowing. A Competitive Bid submitted ~~by a Lender~~ pursuant to this paragraph (b) shall be ~~irrevocable.~~ irrevocable (c) The CAF Agent shall notify the Borrower by telecopy, of all the Competitive Bids made, the Competitive Bid Rate and the principal amount of each Competitive Loan in respect of which such Competitive Bid was made and the identity of the Lender that made each such bid (d) A Borrower may in its sole and absolute discretion, subject only to the provisions of this paragraph (d), accept or reject any or all Competitive Bids referred to in paragraph (c) above. Such Borrower shall notify the CAF Agent by telephone, confirmed by telecopy in the form of a Competitive Bid Accept/Reject Letter, whether and to what extent it has decided to accept or reject any of or all the bids referred to in paragraph (c) above by (i) in the case of a Eurodollar Competitive Borrowing, not later than 10:30 a.m., New York City time, three Business Days before a proposed Competitive Borrowing and (i) in the case of a Fixed Rate Borrowing, not later than 10:30 a.m., New York City time, on the day of a proposed Competitive Borrowing; provided, however, that (i) the failure by such Borrower to give such notice shall be deemed to be a rejection of all the bids referred to in paragraph (c) above, (i) such Borrower shall not accept a bid made at a particular Competitive Bid Rate if it has decided to reject a bid made at a lower Competitive Bid Rate, (i) the aggregate amount of the Competitive Bids accepted by such Borrower shall not exceed the principal amount specified in the Competitive Bid Request, (i) if such Borrower shall accept a bid or bids made at a particular Competitive Bid Rate but the amount of such bid or bids shall cause the total amount of bids to be accepted by such Borrower to exceed the amount specified in the Competitive Bid Request, then such Borrower shall accept a portion of such bid or bids in an amount equal to the amount specified in the Competitive Bid Request less the amount of all other Competitive Bids accepted with respect to such Competitive Bid Request, which acceptance, in the case of multiple bids at such Competitive Bid Rate, shall be made pro rata in accordance with the amount of each such bid at such Competitive Bid Rate, and (i) except pursuant to clause (iv) above, no bid shall be accepted for a Competitive Loan unless such Competitive Loan is in a minimum principal amount of $5,000,000 and an integral multiple of $1,000,000; provided further, however, that if a Competitive Loan must be in an amount less than $5,000,000 because of the provisions of clause (iv) above, such Competitive Loan may be for a minimum of $1,000,000 or any integral multiple thereof, and in calculating the pro rata allocation of acceptances of portions of multiple bids at a particular Competitive Bid Rate pursuant to clause (iv) the amounts shall be rounded to integral multiples of $1,000,000 in a manner which shall be in the discretion of the applicable Borrower. A notice given by a Borrower pursuant to this paragraph (d) shall be irrevocable. (e) The CAF Agent shall promptly notify each bidding Lender (and the Administrative Agent), by telecopy, whether or not its Competitive Bid has been accepted (and if so, in what amount and at what Competitive Bid Rate) and each successful bidder will thereupon become bound, subject to the other applicable conditions hereof, to make the Competitive Loan in respect of which its bid has been accepted. (f) No Competitive Borrowing shall be requested or made hereunder if after giving effect thereto any satisfaction of the conditions to borrowing set forth in ~~clauses (i) through (iv) of Section 2.01 would not be met~~Article IV). (g) If either the Administrative Agent or CAF Agent shall elect to submit a Competitive Bid in its capacity as a Lender, such party shall submit such bid directly to the Borrower one quarter of an hour earlier than the latest time at which the other Lenders are required to submit their bids to the CAF Agent pursuant to paragraph (b) above. (h) Each of the Borrowers and the CAF Agent shall deliver to the Administrative Agent by telecopy copies of all notices delivered by it pursuant to this Section 2.03 at the same times such notices are delivered hereunder. All notices required by this Section 2.03 shall be given in accordance with Section 8.01. (i) A Competitive Bid Request shall not be made within five Business Days after the date of any previous Competitive Bid which was accepted by a Borrower pursuant to paragraph (d) above.

Appears in 1 contract

Sources: Credit Agreement (Total System Services Inc)

Competitive Bid Procedure. (a) In order to request Competitive Bids, a the Borrower or any Subsidiary Borrower shall hand deliver or telecopy to the ~~CAF~~ Administrative Agent a duly completed Competitive Bid Request substantially in the form of Exhibit ~~A-1 hereto~~D-1, to be received by the ~~CAF~~ Administrative Agent (i) in the case of a ~~Eurodollar~~ LIBOR Competitive Borrowing, not later than ~~11:00 a.m.~~2:00 p.m., New York City time, ~~four~~four Working Days before a proposed Competitive Borrowing and (ii) in the case of a Fixed Rate Borrowing, not later than 2:00 p.m., New York City time, one Business Day before a proposed Competitive Borrowing. Each Competitive Bid Request shall specify the requested Currency. No ABR Loan shall be requested in, or made pursuant to, a Competitive Bid Request. A Competitive Bid Request that does not conform substantially to the format of Exhibit D-1 may be rejected in the Administrative Agent’s sole discretion, and the Administrative Agent shall promptly notify the Borrower or such Subsidiary Borrower of such rejection by telecopier. Such request for Competitive Bids shall in each case refer to this Agreement and specify (i) whether the Borrowing then being requested is to be a LIBOR Borrowing or a Fixed Rate Borrowing, (ii) the date of such Borrowing (which shall be a Business Day in the case of a Fixed Rate Borrowing and a Working Day in the case of a LIBOR Competitive Borrowing) and the aggregate principal Dollar Equivalent Amount thereof, which shall be in a minimum principal Dollar Equivalent Amount of $10,000,000 and in an integral multiple of $5,000,000, and (iii) the Interest Period with respect thereto (which may not end after the Termination Date). Promptly after its receipt of a Competitive Bid Request that is not rejected as aforesaid, the Administrative Agent shall invite by telecopier (in the form set forth in Exhibit D-2) the Lenders to bid, on the terms and subject to the conditions of this Agreement, to make Competitive Loans pursuant to such Competitive Bid Request. (b) Each Lender ~~invited to bid~~ may, in its sole discretion, make one or more Competitive Bids to the Borrower or any Subsidiary Borrower responsive to ~~such Borrower's~~ a Competitive Bid Request. Each Competitive Bid by a Lender must be received by the ~~CAF~~ Administrative Agent ~~by telecopy~~via telecopier, substantially in the form of Exhibit ~~A-3 hereto~~D-3, (i) in the case of a ~~Eurodollar~~ LIBOR Competitive Borrowing, not later than 9:30 a.m., New York City time, three ~~Business~~ Working Days before a proposed Competitive Borrowing and (iii) in the case of a Fixed Rate Borrowing, not later than 9:30 a.m., New York City time, on the day of a proposed Competitive Borrowing. Multiple ~~bids~~ Competitive Bids will be accepted by the ~~CAF~~ Administrative Agent. Competitive Bids that do not conform substantially to the format of Exhibit ~~A-3~~ D-3 may be rejected by the ~~CAF Agent~~Administrative Agent after conferring with, and upon the instruction of, the Borrower or the applicable Subsidiary Borrower, and the ~~CAF~~ Administrative Agent shall notify the Lender making such nonconforming ~~bid~~ Competitive Bid of such rejection as soon as practicable. Each Competitive Bid shall refer to this Agreement and specify (xi) the principal ~~amount~~ Dollar Equivalent Amount (which shall be in a minimum principal ~~amount~~ Dollar Equivalent Amount of $~~5,000,000~~ 10,000,000 and in an integral multiple of $~~1,000,000~~ 5,000,000 and which may equal the entire principal amount of the Competitive Borrowing requested by the Borrower or the applicable Subsidiary Borrower) of the Competitive Loan or Loans that the applicable Lender is willing to make to ~~such~~ the Borrower or the applicable Subsidiary Borrower, (yii) the Competitive Bid Rate or Rates at which ~~the~~ such Lender is prepared to make ~~the~~ such Competitive Loan or Loans and (ziii) the Interest Period ~~and the last day thereof~~or Interest Periods with respect thereto. If any Lender ~~invited to bid~~ shall elect not to make a Competitive Bid, such Lender shall so notify the ~~CAF~~ Administrative Agent ~~by telecopy~~ via telecopier (Ii) in the case of ~~Eurodollar~~ LIBOR Competitive Loans, not later than 9:30 a.m., New York City time, three ~~Business~~ Working Days before a proposed Competitive ~~Borrowing,~~ Borrowing and (IIii) in the case of Fixed Rate Loans, not later than 9:30 a.m., New York City time, on the day of a proposed Competitive Borrowing; ~~provided, however,~~ provided that failure by any Lender to give such notice shall not cause such Lender to be obligated to make any Competitive Loan as part of such proposed Competitive Borrowing. A Competitive Bid submitted by a Lender pursuant to this paragraph (b) shall be irrevocable. (c) The ~~CAF~~ Administrative Agent shall promptly notify the Borrower or the applicable Subsidiary Borrower by ~~telecopy,~~ telecopier of all the Competitive Bids made, the Competitive Bid Rate or Rates and the principal amount of each Competitive Loan in respect of which ~~such~~ a Competitive Bid was made and the identity of the Lender that made each ~~such bid~~Competitive Bid. The Administrative Agent shall send a copy of all Competitive Bids to the Borrower or the applicable Subsidiary Borrower for its records as soon as practicable after completion of the bidding process set forth in this Section 2.4. (d) A The Borrower or the applicable Subsidiary Borrower may in its sole and absolute discretion, subject only to the provisions of this paragraph (d), accept or reject any ~~or all~~ Competitive ~~Bids~~ Bid referred to in paragraph (c) above. ~~Such~~ The Borrower or the applicable Subsidiary Borrower shall notify the ~~CAF~~ Administrative Agent by telephone, promptly confirmed by ~~telecopy~~ telecopier in the form of a Competitive Bid Accept/Reject ~~Letter,~~ Letter whether and to what extent it has decided to accept or reject any of or all of the ~~bids~~ Competitive Bids referred to in paragraph (c) ~~above by~~ above, (i) in the case of a ~~Eurodollar~~ LIBOR Competitive Borrowing, not later than 10:30 a.m., New York City time, three ~~Business~~ Working Days before a proposed Competitive Borrowing and (iii) in the case of a Fixed Rate Borrowing, not later than 10:30 a.m., New York City time, on the day of a proposed Competitive Borrowing; ~~provided, however,~~ provided that (iA) the failure by ~~such~~ the Borrower or the applicable Subsidiary Borrower to give such notice shall be deemed to be a rejection of all the ~~bids~~ Competitive Bids referred to in paragraph (c) above, (iB) ~~such~~ neither the Borrower, nor any Subsidiary Borrower shall ~~not~~ accept a ~~bid~~ Competitive Bid made at a particular Competitive Bid Rate if it the Borrower or such Subsidiary Borrower has decided to reject a ~~bid~~ Competitive Bid made at a lower Competitive Bid Rate, (iC) the aggregate amount of the Competitive Bids accepted by ~~such~~ the Borrower or the applicable Subsidiary Borrower shall not exceed the principal amount specified in the Competitive Bid Request, (iD) if ~~such~~ the Borrower or any Subsidiary Borrower shall accept a ~~bid~~ Competitive Bid or ~~bids~~ Competitive Bids made at a particular Competitive Bid Rate but the amount of such ~~bid~~ Competitive Bid or ~~bids~~ Competitive Bids shall cause the total amount of ~~bids~~ Competitive Bids to be accepted by ~~such~~ the Borrower or the applicable Subsidiary Borrower to exceed the amount specified in the Competitive Bid Request, then ~~such~~ the Borrower or the applicable Subsidiary Borrower shall accept a portion of such ~~bid~~ Competitive Bid or ~~bids~~ Competitive Bids in an amount equal to the amount specified in the Competitive Bid Request less the amount of all other Competitive Bids accepted at lower Competitive Bid Rates with respect to such Competitive Bid ~~Request, which acceptance,~~ Request (it being understood that acceptance in the case of multiple ~~bids~~ Competitive Bids at such Competitive Bid Rate, shall be made pro rata in accordance with the amount of each such ~~bid~~ Competitive Bid at such Competitive Bid Rate), ~~and~~ (iE) except pursuant to clause (ivD) above, no ~~bid~~ Competitive Bid shall be accepted for a Competitive Loan unless such Competitive Loan is in a minimum principal ~~amount~~ Dollar Equivalent Amount of $~~5,000,000~~ 10,000,000 and an integral multiple of $~~1,000,000~~5,000,000 and (F) neither the Borrower, nor any Subsidiary Borrower may accept Competitive Bids for Competitive Loans in any currency other than the currency specified in the related Competitive Bid Request; ~~provided~~ and provided, further~~, however~~, that if a Competitive Loan must be in an amount less than the Dollar Equivalent Amount of $~~5,000,000~~ 10,000,000 because of the provisions of clause (ivD) above, such Competitive Loan ~~may~~ shall be ~~for~~ in a minimum principal Dollar Equivalent Amount of $1,000,000 or any integral multiple thereof, and in calculating the pro rata allocation of acceptances of portions of multiple ~~bids~~ Competitive Bids at a particular Competitive Bid Rate pursuant to clause (~~iv)~~ D), the amounts shall be rounded to the Dollar Equivalent Amount of integral multiples of $1,000,000 in a manner ~~which~~ that shall be in the discretion of the Borrower or the applicable Subsidiary Borrower. A notice given by a the Borrower or any Subsidiary Borrower pursuant to this paragraph (d) shall be irrevocable. (e) The ~~CAF~~ Administrative Agent shall promptly notify each bidding Lender ~~(and the Administrative Agent), by telecopy,~~ whether ~~or not~~ its Competitive Bid has been accepted (and if so, in what amount and at what Competitive Bid Rate) by telecopy sent by the Administrative Agent, and each successful bidder will thereupon become bound, subject to the other applicable conditions hereof, to make the Competitive Loan in respect of which its ~~bid~~ Competitive Bid has been ~~accepted~~accepted in the applicable Currency. (f) ~~No Competitive Borrowing shall be requested or made hereunder if after giving effect thereto any of the conditions set forth in clauses (i) through (iv) of Section 2.01 would not be met. (g)~~ If ~~either~~ the Administrative ~~Agent or CAF~~ Agent shall elect to submit a Competitive Bid in its capacity as a Lender, ~~such party~~ it shall submit such ~~bid~~ Competitive Bid directly to the Borrower or the applicable Subsidiary Borrower one quarter of an hour earlier than the latest time at which the other Lenders are required to submit their ~~bids~~ Competitive Bids to the ~~CAF~~ Administrative Agent pursuant to paragraph (b) above. (hg) Each of the Borrowers and the CAF Agent shall deliver to the Administrative Agent by telecopy copies of all notices delivered by it pursuant to this Section 2.03 at the same times such notices are delivered hereunder. All notices required by this Section ~~2.03~~ 2.4 shall be given in accordance with Section ~~8.01~~10.1. ~~(i) A Competitive Bid Request shall not be made within five Business Days after the date of any previous Competitive Bid which was accepted by a Borrower pursuant to paragraph (d) above.~~

Appears in 1 contract

Sources: Competitive Advance and Revolving Credit Agreement (PHH Corp)

Competitive Bid Procedure. (a) In order to request Competitive Bids, a Borrower shall hand deliver or telecopy to the ~~CAF~~ Administrative Agent a duly completed Competitive Bid Request in the form of Exhibit A-1 hereto, to be received by the ~~CAF~~ Administrative Agent (i) in the case of a ~~Eurodollar~~ Eurocurrency Competitive ~~Borrowing~~Loan, not later than ~~11:00~~ 10:00 a.m., New York City time, ~~four~~(A) four Business Days before a proposed Competitive Borrowing in the case of a Competitive Borrowing denominated in Dollars and (B) five Business Days before a proposed Competitive Borrowing in the case of a Competitive Borrowing denominated in a Non-US Currency and (ii) in the case of a Fixed Rate Borrowing, not later than 10:00 a.m., New York City time, (A) one Business Day before a proposed Competitive Borrowing in the case of a Competitive Borrowing denominated in Dollars and (B) two Business Days before a proposed Competitive Borrowing in the case of a Competitive Borrowing denominated in a Non-US Currency. No ABR Loan shall be requested in, or made pursuant to, a Competitive Bid Request. A Competitive Bid Request that does not conform substantially to the format of Exhibit A-1 may be rejected in the Administrative Agent’s sole discretion, and the Administrative Agent shall promptly notify the applicable Borrower of such rejection by telecopy. Each Competitive Bid Request shall refer to this Agreement and specify (A) whether the Borrowing then being requested is to be a Eurocurrency Borrowing or a Fixed Rate Borrowing, (B) the date of such Borrowing (which shall be a Business Day), (C) the currency of the requested Borrowing (which shall be Dollars or a Non-US Currency), (D) the aggregate principal amount of the requested Borrowing (which shall be an integral multiple of 1,000,000 units of the applicable currency with a Dollar Equivalent on the date of the applicable Competitive Bid Request of at least $10,000,000), and (E) the Interest Period with respect thereto (which may not end after the Maturity Date). Promptly after its receipt of a Competitive Bid Request that is not rejected as aforesaid, the Administrative Agent shall telecopy to the Lenders a Notice of Competitive Bid Request inviting the Lenders to bid, on the terms and conditions of this Agreement, to make Competitive Loans. (b) Each Lender invited to bid may, in its sole discretion, make one or more Competitive Bids to the applicable Borrower responsive to such Borrower's ’s Competitive Bid Request. Each Competitive Bid by a Lender must be received by the ~~CAF~~ Administrative Agent by telecopy, in the form of Exhibit A-3 hereto, (i) in the case of a ~~Eurodollar~~ Eurocurrency Competitive ~~Borrowing~~Loan, not later than 9:30 a.m., New York City time, three Business Days before a proposed Competitive Borrowing and (iii) in the case of a Fixed Rate Borrowing, not later than 9:30 a.m., New York City time, on the day of a proposed Competitive Borrowing. ~~Multiple~~ A Lender may submit multiple bids ~~will be accepted by~~ to the ~~CAF~~ Administrative Agent. Competitive Bids that do not conform substantially to the format of Exhibit A-3 may be rejected by the ~~CAF~~ Administrative Agent, and the ~~CAF~~ Administrative Agent shall notify the Lender making such nonconforming bid of such rejection as soon as practicable. Each Competitive Bid shall refer to this Agreement and specify (x) the principal amount (which shall be ~~in a minimum principal amount of $5,000,000 and in~~ an integral multiple of $1,000,000 units of the applicable currency and which may equal the entire principal amount of the Competitive Borrowing ~~requested by the applicable Borrower~~requested) of the Competitive Loan or Loans that the Lender is willing to ~~make to such Borrower~~make, (y) the Competitive Bid Rate or Rates at which the Lender is prepared to make the Competitive Loan or Loans and (z) the Interest Period and the last day thereof. If any Lender invited to bid shall elect not to make a Competitive Bid, such Lender shall so notify the ~~CAF~~ Administrative Agent by telecopy (I) in the case of ~~Eurodollar~~ Eurocurrency Competitive Loans, not later than 9:30 a.m., New York City time, three Business Days before a proposed Competitive Borrowing, and (II) in the case of Fixed Rate Loans, not later than 9:30 a.m., New York City time, on the day of a proposed Competitive Borrowing; provided, however, that failure by any Lender to give such notice shall not cause such Lender to be obligated to make any Competitive Loan as part of such Competitive Borrowing. A Competitive Bid submitted by a Lender pursuant to this paragraph (b) shall be irrevocable. (c) The ~~CAF~~ Administrative Agent shall as promptly as practicable notify the ~~Borrower~~ applicable Borrower, by telecopy, of all the Competitive Bids made, the Competitive Bid Rate and the principal amount of each Competitive Loan in respect of which ~~such~~ a Competitive Bid was made and the identity of the Lender that made each ~~such~~ bid. The Administrative Agent shall send a copy of all Competitive Bids to the applicable Borrower for its records as soon as practicable after completion of the bidding process set forth in this Section 2.03. (d) A The applicable Borrower may in its sole and absolute discretion, subject only to the provisions of this paragraph (d), accept or reject any ~~or all~~ Competitive ~~Bids~~ Bid referred to in paragraph (c) above. ~~Such~~ The applicable Borrower shall notify the ~~CAF~~ Administrative Agent by telephone, confirmed by telecopy in the form of a Competitive Bid Accept/Reject Letter, whether and to what extent it has decided to accept or reject any of or all of the bids referred to in paragraph (c) above not more than one hour after it shall have been notified of such bids by the Administrative Agent pursuant to such paragraph (i) in the case of a Eurodollar Competitive Borrowing, not later than 10:30 a.m., New York City time, three Business Days before a proposed Competitive Borrowing and (i) in the case of a Fixed Rate Borrowing, not later than 10:30 a.m., New York City time, on the day of a proposed Competitive Borrowingc); provided, however, that (i) the failure ~~by such~~ of the applicable Borrower to give such notice shall be deemed to be a rejection of all the bids referred to in paragraph (c) above, (iii) ~~such~~ the applicable Borrower shall not accept a bid made at a particular Competitive Bid Rate if it has decided to reject a bid made at a lower Competitive Bid Rate, (iiii) the aggregate amount of the Competitive Bids accepted by ~~such~~ the applicable Borrower shall not exceed the principal amount specified in the Competitive Bid Request, (iiv) if ~~such~~ the applicable Borrower shall accept a bid or bids made at a particular Competitive Bid Rate but the amount of such bid or bids shall cause the total amount of bids to be accepted ~~by such Borrower~~ to exceed the amount specified in the Competitive Bid Request, then ~~such~~ the applicable Borrower shall accept a portion of such bid or bids in an amount equal to the amount specified in the Competitive Bid Request less the amount of all other Competitive Bids accepted with respect to such Competitive Bid Request, which acceptance, in the case of multiple bids at such Competitive Bid Rate, shall be made pro rata in accordance with the amount of each such bid at such Competitive Bid Rate, and (iv) except pursuant to clause (iv) above, no bid shall be accepted for a Competitive Loan unless such Competitive Loan is in ~~a minimum principal~~ an amount ~~of $5,000,000 and~~ that is an integral multiple of ~~$1,000,000; provided further, however, that if a Competitive Loan must be in an amount less than $5,000,000 because~~ 1,000,000 units of the ~~provisions of clause (iv) above, such Competitive Loan may be for a minimum of $1,000,000 or any integral multiple thereof~~applicable currency, and in calculating the pro rata allocation of acceptances of portions of multiple bids at a particular Competitive Bid Rate pursuant to clause (iv) above, the amounts shall be rounded to integral multiples of $1,000,000 units of the applicable currency in a manner which shall be in the discretion of the applicable Borrower. A notice given ~~by a Borrower~~ pursuant to this paragraph (d) shall be irrevocable. (e) The ~~CAF~~ Administrative Agent shall promptly notify each bidding Lender ~~(and the Administrative Agent), by telecopy,~~ whether or not its Competitive Bid has been accepted (and if so, in what amount and at what Competitive Bid Rate) by telecopy, and each successful bidder will thereupon become bound, subject to the other applicable conditions hereof, to make the Competitive Loan in respect of which its bid has been accepted. (f) No Competitive Borrowing shall be requested or made hereunder if after giving effect thereto ~~any of the conditions set forth in clauses~~ (i) ~~through~~ the Aggregate Credit Exposure would exceed the Total Commitment or (ivii) in the event the Maturity Date shall have been extended as provided in Section 2.12(d), the sum of ~~Section 2.01~~ the LC Exposures attributable to Letters of Credit expiring after any Existing Maturity Date and the Competitive Loan Exposures attributable to Competitive Loans maturing after such Existing Maturity Date would ~~not be met~~exceed the aggregate Commitments that have been extended to a date after the expiration date of the last of such Letters of Credit and the maturity of the last of such Competitive Loans. (g) If ~~either~~ the Administrative ~~Agent or CAF~~ Agent shall elect to submit a Competitive Bid in its capacity as a Lender, ~~such party~~ it shall submit such bid directly to the applicable Borrower one quarter of an hour earlier than the latest time at which the other Lenders are required to submit their bids to the ~~CAF~~ Administrative Agent pursuant to paragraph (b) above. (h) Each of the Borrowers and the CAF Agent shall deliver to the Administrative Agent by telecopy copies of all notices delivered by it pursuant to this Section 2.03 at the same times such notices are delivered hereunder. All notices required by this Section 2.03 shall be given in accordance with Section 8.01. (i) A Competitive Bid Request shall not be made within five Business Days after the date of any previous Competitive Bid which was accepted by a Borrower pursuant to paragraph (d) above.

Appears in 1 contract

Sources: Credit Facility Agreement (ITT Corp)

Competitive Bid Procedure. (a) In order to request Competitive Bids, a the Borrower shall hand deliver or telecopy to the ~~CAF~~ Agent a duly completed Competitive Bid Request in the form of Exhibit A-1 hereto, to be received by the ~~CAF~~ Agent (~~i) in~~ i)in the case of a Eurodollar Competitive Borrowing, not later than ~~11:00~~ 10:00 a.m., New York City time, ~~four~~four Business Days before a proposed Competitive Borrowing and (ii)in the case of a Fixed Rate Borrowing, not later than 10:00 a.m., New York City time, one Business Day before a proposed Competitive Borrowing. No ABR Loan shall be requested in, or made pursuant to, a Competitive Bid Request. A Competitive Bid Request that does not conform substantially to the format of Exhibit A-1 may be rejected in the Agent's sole discretion, and the Agent shall as soon as practicable notify the Borrower of such rejection by telecopier. Such request shall in each case refer to this Agreement and specify (x) whether the Borrowing then being requested is to be a Eurodollar Borrowing or a Fixed Rate Borrowing, (y)the date of such Borrowing (which shall be a Business Day) and the aggregate principal amount thereof which shall be in a minimum principal amount of $5,000,000 and in an integral multiple of $1,000,000, and (z)the Interest Period with respect thereto (which may not end after the Availability Termination Date). As soon as practicable after its receipt of a Competitive Bid Request that is not rejected as aforesaid, the Agent shall invite by telecopier (in the form set forth in Exhibit A-2 hereto) the Banks to bid, on the terms and conditions of this Agreement, to make Competitive Loans pursuant to the Competitive Bid Request. (b) Each ~~Lender invited to bid~~ Bank may, in its sole discretion, make one or more Competitive Bids to the Borrower responsive to ~~such Borrower's~~ a Competitive Bid Request. Each Competitive Bid by a ~~Lender~~ Bank must be received by the ~~CAF~~ Agent ~~by telecopy~~via telecopier, in the form of Exhibit A-3 hereto, (~~i) in~~ i)in the case of a Eurodollar Competitive Borrowing, not later than 9:30 a.m., New York City time, three Business Days before a proposed Competitive Borrowing and (~~i) in~~ ii)in the case of a Fixed Rate Borrowing, not later than 9:30 a.m., New York City time, on the day of a proposed Competitive Borrowing. Multiple bids will be accepted by the ~~CAF~~ Agent. Competitive Bids that do not conform substantially to the format of Exhibit A-3 may be rejected by the ~~CAF Agent~~Agent after conferring with, and upon the instruction of, the Borrower, such conference between the Agent and the Borrower to occur as soon as practicable following the receipt by the Agent of such Competitive Bid, and the ~~CAF~~ Agent shall notify the ~~Lender~~ Bank making such nonconforming bid of such rejection as soon as practicable. Each Competitive Bid shall refer to this Agreement and specify (x) the principal amount (which shall be in a minimum principal amount of $5,000,000 and in an integral multiple of $1,000,000 and which may equal the entire principal amount of the Competitive Borrowing requested by the ~~applicable~~ Borrower) of the Competitive Loan or Loans that the ~~Lender~~ Bank is willing to make to ~~such~~ the Borrower, (~~y) the~~ y)the Competitive Bid Rate or Rates at which the ~~Lender~~ Bank is prepared to make the Competitive Loan or Loans and (~~z) the~~ z)the Interest Period and the last day thereof. If any ~~Lender invited to bid~~ Bank shall elect not to make a Competitive Bid, such ~~Lender~~ Bank shall so notify the ~~CAF~~ Agent ~~by telecopy~~ via telecopier (~~I) in~~ I)in the case of Eurodollar Competitive Loans, not later than 9:30 a.m., New York City time, three Business Days before a proposed Competitive Borrowing, and (~~II) in~~ II)in the case of Fixed Rate Loans, not later than 9:30 a.m., New York City time, on the day of a proposed Competitive Borrowing; ~~provided~~PROVIDED, ~~however~~HOWEVER, that failure by any ~~Lender~~ Bank to give such notice shall not cause such ~~Lender~~ Bank to be obligated to make any Competitive Loan as part of such Competitive Borrowing. A Competitive Bid submitted by a ~~Lender~~ Bank pursuant to this paragraph (b) shall be irrevocable. (c) The ~~CAF~~ Agent shall as soon as practicable notify the Borrower by ~~telecopy~~telecopier (i) in the case of Eurodollar Competitive Loans, not later than 10:00 a.m., New York City time, three Business Days before a proposed Competitive Borrowing, and (ii)in the case of Fixed Rate Loans, not later than 10:00 a.m., New York City time, on the day of a proposed Competitive Borrowing, of all the Competitive Bids made, the Competitive Bid Rate and the principal amount of each Competitive Loan in respect of which ~~such~~ a Competitive Bid was made and the identity of the ~~Lender~~ Bank that made each ~~such~~ bid. The Agent shall send a copy of all Competitive Bids to the Borrower for its records as soon as practicable after completion of the bidding process set forth in this Section 2.03. (d) A The Borrower may in its sole and absolute discretion, subject only to the provisions of this paragraph (d), accept or reject any ~~or all~~ Competitive ~~Bids~~ Bid referred to in ~~paragraph (c~~paragraph(c) above. ~~Such~~ The Borrower shall notify the ~~CAF~~ Agent by telephone, confirmed by ~~telecopy~~ telecopier in the form of a Competitive Bid Accept/Reject ~~Letter~~Letter in the form of Exhibit A-4, whether and to what extent it has decided to accept or reject any of or all the bids referred to in ~~paragraph~~ paragraph(c) above, (~~c) above by (i) in~~ x)in the case of a Eurodollar Competitive Borrowing, not later than ~~10:30~~ 10:00 a.m., New York City time, three Business Days before a proposed Competitive ~~Borrowing~~ Borrowing, and (~~i) in~~ y)in the case of a Fixed Rate Borrowing, not later than ~~10:30~~ 10:00 a.m., New York City time, on the day of a proposed Competitive Borrowing; ~~provided~~PROVIDED, ~~however~~HOWEVER, that (~~i) the~~ i)the failure by ~~such~~ the Borrower to give such notice shall be deemed to be a rejection of all the bids referred to in ~~paragraph (c~~paragraph(c) above, (~~i) such~~ ii)the Borrower shall not accept a bid made at a particular Competitive Bid Rate if it the Borrower has decided to reject a an unrestricted bid made at a lower Competitive Bid Rate, (~~i) the~~ iii)the aggregate amount of the Competitive Bids accepted by ~~such~~ the Borrower shall not exceed the principal amount specified in the Competitive Bid Request, (i) if such Borrower shall accept a bid or bids made at a particular Competitive Bid Rate but the amount of such bid or bids shall cause the total amount of bids to be accepted by such Borrower to exceed the amount specified in the Competitive Bid Request, then such Borrower shall accept a portion of such bid or bids in an amount equal to the amount specified in the Competitive Bid Request less the amount of all other Competitive Bids accepted with respect to such Competitive Bid Request, which acceptance, in the case of multiple bids at such Competitive Bid Rate, shall be made pro rata in accordance with the amount of each such bid at such Competitive Bid Rate, and (i) except pursuant to clause (iv) above, no bid shall be accepted for a Competitive Loan unless such Competitive Loan is in a minimum principal amount of $5,000,000 and an integral multiple of $1,000,000; provided further, however, that if a Competitive Loan must be in an amount less than $5,000,000 because of the provisions of clause (iv) above, such Competitive Loan may be for a minimum of $1,000,000 or any integral multiple thereof, and in calculating the pro rata allocation of acceptances of portions of multiple bids at a particular Competitive Bid Rate pursuant to clause (iv) the amounts shall be rounded to integral multiples of $1,000,000 in a manner which shall be in the discretion of the applicable Borrower. A notice given by a Borrower pursuant to this paragraph (d) shall be irrevocable. (e) The CAF Agent shall promptly notify each bidding Lender (and the Administrative Agent), by telecopy, whether or not its Competitive Bid has been accepted (and if so, in what amount and at what Competitive Bid Rate) and each successful bidder will thereupon become bound, subject to the other applicable conditions hereof, to make the Competitive Loan in respect of which its bid has been accepted. (f) No Competitive Borrowing shall be requested or made hereunder if after giving effect thereto any of the conditions set forth in clauses (i) through (iv) of Section 2.01 would not be met. (g) If either the Administrative Agent or CAF Agent shall elect to submit a Competitive Bid in its capacity as a Lender, such party shall submit such bid directly to the Borrower one quarter of an hour earlier than the latest time at which the other Lenders are required to submit their bids to the CAF Agent pursuant to paragraph (b) above. (h) Each of the Borrowers and the CAF Agent shall deliver to the Administrative Agent by telecopy copies of all notices delivered by it pursuant to this Section 2.03 at the same times such notices are delivered hereunder. All notices required by this Section 2.03 shall be given in accordance with Section 8.01. (i) A Competitive Bid Request shall not be made within five Business Days after the date of any previous Competitive Bid which was accepted by a Borrower pursuant to paragraph (d) above.,

Appears in 1 contract

Sources: 364 Day Competitive Advance and Revolving Credit Facility Agreement (Scripps E W Co /De)

Competitive Bid Procedure. (a) In order to request Competitive Bids, ~~a Borrower~~ the Company shall hand ~~deliver~~ deliver, telex or telecopy to ~~the CAF~~ Agent a duly completed ~~Competitive Bid Request~~ request substantially in the form of Exhibit ~~A-1 hereto~~K, with the blanks appropriately completed (a "Competitive Bid Request"), to be received by ~~the CAF~~ Agent ~~(i) in the case of a Eurodollar Competitive Borrowing,~~ not later than 11:00 a.m., ~~New York City~~ Houston, Texas time, ~~four~~five Business Days before the date specified for a proposed Competitive Loan. No Alternate Base Rate Loan shall be requested in, or, except pursuant to Section 6, made pursuant to, a Competitive Bid Request. A Competitive Bid Request that does not conform substantially to the format of Exhibit K may be rejected at Agent's sole discretion, and Agent shall promptly notify the Company of such rejection by telecopier. Each Competitive Bid Request shall in each case refer to this Agreement and specify (x) the date of such Competitive Loans (which shall be a Business Day) and the aggregate principal amount thereof (which shall not be less than $25,000,000 or greater than the unused portion of the Maximum Revolving Credit Available Amount on such date and shall be an integral multiple of $5,000,000) and (y) the Interest Period with respect thereto (which may not end after the termination of the Revolving Credit Availability Period). Promptly after its receipt of a Competitive Bid Request that is not rejected as aforesaid, Agent shall invite by telecopier (in substantially the form set forth in Exhibit L hereto) the Banks to bid, on the terms and conditions of this Agreement, to make Competitive Loans pursuant to such Competitive Bid Request. Notwithstanding the foregoing, Agent shall have no obligation to invite any Bank to make a Competitive Bid pursuant to this Section 2.10(a) until such Bank has delivered a properly completed Competitive Bid Administrative Questionnaire to Agent. (b) Each ~~Lender invited to bid~~ Bank may, in its sole discretion, make one or more Competitive Bids to the ~~Borrower~~ Company responsive to ~~such Borrower's~~ each Competitive Bid Request. Each Competitive Bid by a ~~Lender~~ Bank must be received by ~~the CAF~~ Agent ~~by telecopy~~via telecopier, in the form of Exhibit ~~A-3~~ M hereto~~, (i) in the case of a Eurodollar Competitive Borrowing~~, not later than ~~9:30~~ 11:00 a.m., ~~New York City~~ Houston, Texas time, ~~three~~ four Business Days before the date specified for a proposed Competitive ~~Borrowing and (i) in the case of a Fixed Rate Borrowing, not later than 9:30 a.m., New York City time, on the day of a proposed Competitive Borrowing. Multiple bids will be accepted by the CAF Agent~~Loan. Competitive Bids that do not conform substantially to the format of Exhibit ~~A-3~~ M may be rejected by ~~the CAF Agent~~Agent after conferring with, and upon the ~~CAF~~ instruction of, the Company, and Agent shall notify the ~~Lender making such nonconforming bid~~ Bank of such rejection as soon as practicable. Each Competitive Bid shall refer to this Agreement and ~~specify~~ (x) specify the principal amount (which shall be in a minimum principal amount of $5,000,000 and in an integral multiple of $1,000,000 and which may equal the entire aggregate principal amount of the Competitive ~~Borrowing~~ Loan requested by the ~~applicable Borrower~~Company) of the Competitive Loan ~~or Loans~~ that the ~~Lender~~ Bank is willing to make to ~~such Borrower~~the Company, (y) specify the Competitive Bid Rate ~~or Rates~~ at which the ~~Lender~~ Bank is prepared to make the Competitive Loan ~~or Loans~~ and (z) confirm the Interest Period ~~and~~ with respect thereto specified by the ~~last day thereof. If any Lender invited to bid shall elect not to make a~~ Company in its Competitive Bid, such Lender shall so notify the CAF Agent by telecopy (I) in the case of Eurodollar Competitive Loans, not later than 9:30 a.m., New York City time, three Business Days before a proposed Competitive Borrowing, and (II) in the case of Fixed Rate Loans, not later than 9:30 a.m., New York City time, on the day of a proposed Competitive Borrowing; provided, however, that failure by any Lender to give such notice shall not cause such Lender to be obligated to make any Competitive Loan as part of such Competitive BorrowingBid Request. A Competitive Bid submitted by a ~~Lender~~ Bank pursuant to this paragraph (b) shall be irrevocable. (c) ~~The CAF~~ Agent ~~shall~~ shall, by 2:00 p.m. four Business Days before the date specified for a proposed Competitive Loan, notify the ~~Borrower~~ Company by ~~telecopy,~~ telecopier of all the Competitive Bids made, the Competitive Bid Rate and the maximum principal amount of each Competitive Loan in respect of which ~~such~~ a Competitive Bid was made and the identity of the ~~Lender~~ Bank that made each ~~such~~ bid. Agent shall send a copy of all Competitive Bids to the Company for its records as soon as practicable after completion of the bidding process set forth in this Section 2.10. (d) ~~A Borrower~~ The Company may in its sole and absolute discretion, subject only to the provisions of this ~~paragraph (d~~Section 2.10(d), accept or reject any ~~or all~~ Competitive ~~Bids~~ Bid referred to in ~~paragraph (c) above~~Section 2.10(c); provided, however, that the aggregate amount of the Competitive Bids so accepted by the Company may not exceed the principal amount of the Competitive Loan requested by the Company. ~~Such Borrower~~ The Company shall notify ~~the CAF~~ Agent by ~~telephone, confirmed by telecopy in the form of a Competitive Bid Accept/Reject Letter,~~ telecopier whether and to what extent it has decided to accept or reject any of or all of the bids referred to in ~~paragraph (c) above by (i) in the case of a Eurodollar Competitive Borrowing~~Section 2.10(c), not later than ~~10:30~~ 11:00 a.m., ~~New York City~~ Houston, Texas time, three Business Days before the date specified for a proposed Competitive ~~Borrowing and (i) in the case of a Fixed Rate Borrowing, not later than 10:30 a.m., New York City time, on the day of a proposed Competitive Borrowing~~Loan; provided, however, that (iw) the failure by ~~such Borrower~~ the Company to give such notice shall be deemed to be a rejection of all the bids referred to in ~~paragraph (c~~Section 2.10(c) above, (i) such Borrower shall not accept a bid made at a particular Competitive Bid Rate if it has decided to reject a bid made at a lower Competitive Bid Rate, (i) the aggregate amount of the Competitive Bids accepted by such Borrower shall not exceed the principal amount specified in the Competitive Bid Request, (i) if such Borrower shall accept a bid or bids made at a particular Competitive Bid Rate but the amount of such bid or bids shall cause the total amount of bids to be accepted by such Borrower to exceed the amount specified in the Competitive Bid Request, then such Borrower shall accept a portion of such bid or bids in an amount equal to the amount specified in the Competitive Bid Request less the amount of all other Competitive Bids accepted with respect to such Competitive Bid Request, which acceptance, in the case of multiple bids at such Competitive Bid Rate, shall be made pro rata in accordance with the amount of each such bid at such Competitive Bid Rate, and (ix) ~~except pursuant to clause (iv) above,~~ no bid shall be accepted for a Competitive Loan unless such Competitive Loan is in a minimum principal amount of $5,000,000 and an integral multiple of $1,000,000~~; provided further~~. Notwithstanding the foregoing, ~~however, that~~ if the Company accepts more than one bid made in response to a Competitive ~~Loan must~~ Bid Request and the available principal amount of Competitive Loans to be allocated among the Banks is not sufficient to enable Competitive Loans to be allocated to each Bank in an a minimum principal amount of $5,000,000 and in integral multiples of $1,000,000, then the Company shall select the Banks to be allocated such Competitive Loans and shall round allocations up or down to the next higher or lower multiple of $1,000,000 as it shall deem appropriate. In addition, the Company shall be permitted under the foregoing procedures to accept a bid or bids in a principal amount of less than $5,000,000 ~~because~~ (i) in order to enable the Company to accept bids equal to (but not in excess of) the principal amount of the ~~provisions of clause (iv) above, such~~ Competitive Loan ~~may be for a minimum of $1,000,000~~ requested by the Company or ~~any integral multiple thereof~~(ii) in order to enable the Company to accept all remaining bids, ~~and in calculating the pro rata allocation of acceptances of portions of multiple~~ or all remaining bids at a particular Competitive Bid ~~Rate pursuant to clause (iv) the amounts shall be rounded to integral multiples of $1,000,000 in a manner which shall be in the discretion of the applicable Borrower~~Rate. A notice given by ~~a Borrower~~ Company pursuant to this paragraph (d) shall be irrevocable. (e) ~~The CAF~~ Agent shall promptly notify each bidding ~~Lender (and the Administrative Agent), by telecopy,~~ Bank whether or not its Competitive Bid has been accepted (and if so, in what amount and at what Competitive Bid Rate) by telex or telecopier sent by Agent, and each successful bidder will thereupon become bound, subject to the other applicable conditions hereof, to make the Competitive Loan in respect of which its bid has been accepted. After completing the notifications referred to in the immediately preceding sentence, Agent shall (i) notify Agent of each Competitive Bid that has been accepted, the amount thereof and the Competitive Bid Rate therefor and (ii) notify each Bank of the aggregate principal amount of all Competitive Bids accepted. (f) No Competitive ~~Borrowing~~ Loan shall be ~~requested or~~ made ~~hereunder if after giving effect thereto any~~ within five Business Days of the ~~conditions set forth in clauses (i) through (iv)~~ date of ~~Section 2.01 would not be met~~any other Competitive Loan, unless the Company and Agent shall mutually agree otherwise. (g) If ~~either the Administrative~~ Agent ~~or CAF Agent~~ shall at any time have a Commitment hereunder and shall elect to submit a Competitive Bid in its capacity as a ~~Lender~~Bank, ~~such party~~ it shall submit such bid directly to the ~~Borrower~~ Company one quarter of an hour earlier than the latest time at which the other ~~Lenders~~ Banks are required to submit their bids to ~~the CAF~~ Agent pursuant to paragraph (b) above. (h) Each of the Borrowers and the CAF Agent shall deliver to the Administrative Agent by telecopy copies of all notices delivered by it pursuant to this Section 2.03 at the same times such notices are delivered hereunder. All notices required by this Section ~~2.03~~ 2.10 shall be ~~given~~ made in accordance with Section ~~8.01. (i) A~~ 13.2 and the Competitive Bid ~~Request shall not be made within five Business Days after the date of any previous Competitive Bid which was accepted~~ Administrative Questionnaire most recently placed on file by ~~a Borrower pursuant to paragraph (d) above~~each Bank with Agent.

Appears in 1 contract

Sources: Credit Agreement (Seagull Energy Corp)

Competitive Bid Procedure. (a) In order to request Competitive Bids, a the Borrower shall hand deliver or telecopy to the ~~CAF~~ Agent a duly completed Competitive Bid Request in the form of Exhibit A-1 hereto, to be received by the ~~CAF~~ Agent (i) in the case of a Eurodollar Competitive Borrowing, not later than ~~11:00~~ 10:00 a.m., New York City time, ~~four~~four Business Days before a proposed Competitive Borrowing and (ii) in the case of a Fixed Rate Borrowing, not later than 10:00 a.m., New York City time, one Business Day before a proposed Competitive Borrowing. No ABR Loan shall be requested in, or made pursuant to, a Competitive Bid Request. A Competitive Bid Request that does not conform substantially to the format of Exhibit A-1 may be rejected in the Agent's sole discretion, and the Agent shall promptly notify the Borrower of such rejection by telecopier. Such request shall in each case refer to this Agreement and specify (x) whether the Borrowing then being requested is to be a Eurodollar Borrowing or a Fixed Rate Borrowing, (y) the date of such Borrowing (which shall be a Business Day) and the aggregate principal amount thereof which shall be in a minimum principal amount of $10,000,000 and in an integral multiple of $1,000,000, and (z) the Interest Period with respect thereto (which may not end after the Maturity Date). Promptly after its receipt of a Competitive Bid Request that is not rejected as aforesaid, the Agent shall invite by telecopier (in the form set forth in Exhibit A-2 hereto) the Lenders to bid, on the terms and conditions of this Agreement, to make Competitive Loans pursuant to the Competitive Bid Request. (b) Each Lender ~~invited to bid~~ may, in its sole discretion, make one or more Competitive Bids to the Borrower responsive to ~~such Borrower's~~ a Competitive Bid Request. Each Competitive Bid by a Lender must be received by the ~~CAF~~ Agent ~~by telecopy~~via telecopier, in the form of Exhibit A-3 hereto, (i) in the case of a Eurodollar Competitive Borrowing, not later than 9:30 a.m., New York City time, three Business Days before a proposed Competitive Borrowing and (iii) in the case of a Fixed Rate Borrowing, not later than 9:30 a.m., New York City time, on the day of a proposed Competitive Borrowing. Multiple bids will be accepted by the ~~CAF~~ Agent. Competitive Bids that do not conform substantially to the format of Exhibit A-3 may be rejected by the ~~CAF Agent~~Agent after conferring with, and upon the instruction of, the Borrower, and the ~~CAF~~ Agent shall notify the Lender making such nonconforming bid of such rejection as soon as practicable. Each Competitive Bid shall refer to this Agreement and specify (x) the principal amount (which shall be in a minimum principal amount of $5,000,000 and in an integral multiple of $1,000,000 and which may equal the entire principal amount of the Competitive Borrowing requested by the ~~applicable~~ Borrower) of the Competitive Loan or Loans that the Lender is willing to make to ~~such~~ the Borrower, (y) the Competitive Bid Rate or Rates at which the Lender is prepared to make the Competitive Loan or Loans and (z) the Interest Period and the last day thereof. If any Lender ~~invited to bid~~ shall elect not to make a Competitive Bid, such Lender shall so notify the ~~CAF~~ Agent ~~by telecopy~~ via telecopier (I) in the case of Eurodollar Competitive Loans, not later than 9:30 a.m., New York City time, three Business Days before a proposed Competitive Borrowing, and (II) in the case of Fixed Rate Loans, not later than 9:30 a.m., New York City time, on the day of a proposed Competitive Borrowing; ~~provided~~PROVIDED, ~~however~~HOWEVER, that failure by any Lender to give such notice shall not cause such Lender to be obligated to make any Competitive Loan as part of such Competitive Borrowing. A Competitive Bid submitted by a Lender pursuant to this paragraph (b) shall be irrevocable. (c) The ~~CAF~~ Agent shall promptly (but in no event later than 10:00 a.m., New York City time) notify the Borrower by ~~telecopy,~~ telecopier of all the Competitive Bids ~~made~~made in accordance with paragraph (b) above, the Competitive Bid Rate and the principal amount of each Competitive Loan in respect of which ~~such~~ a Competitive Bid was made and the identity of the Lender that made each ~~such~~ bid. The Agent shall send a copy of all Competitive Bids to the Borrower for its records as soon as practicable after completion of the bidding process set forth in this Section 2.03. (d) A The Borrower may in its sole and absolute discretion, subject only to the provisions of this paragraph (d), accept or reject any ~~or all~~ Competitive ~~Bids~~ Bid referred to in paragraph (c) above. ~~Such~~ The Borrower shall notify the ~~CAF~~ Agent by telephone, confirmed by ~~telecopy~~ telecopier in the form of a Competitive Bid Accept/Reject ~~Letter~~Letter in the form of Exhibit A-4 hereto, whether and to what extent it has decided to accept or reject any of or all the bids referred to in paragraph (c) ~~above by~~ above, (ix) in the case of a Eurodollar Competitive Borrowing, not later than ~~10:30 a.m.~~1:00 p.m., New York City time, three Business Days before a proposed Competitive ~~Borrowing~~ Borrowing, and (iy) in the case of a Fixed Rate Borrowing, not later than 10:30 a.m., New York City time, on the day of a proposed Competitive Borrowing; ~~provided~~PROVIDED, ~~however~~HOWEVER, that (i) the failure by ~~such~~ the Borrower to give such notice shall be deemed to be a rejection of all the bids referred to in paragraph (c) above, (iii) ~~such~~ the Borrower shall not accept a bid made at a particular Competitive Bid Rate if it the Borrower has decided to reject a bid made at a lower Competitive Bid Rate, (iiii) the aggregate amount of the Competitive Bids accepted by ~~such~~ the Borrower shall not exceed the principal amount specified in the Competitive Bid Request, (i) if such Borrower shall accept a bid or bids made at a particular Competitive Bid Rate but the amount of such bid or bids shall cause the total amount of bids to be accepted by such Borrower to exceed the amount specified in the Competitive Bid Request, then such Borrower shall accept a portion of such bid or bids in an amount equal to the amount specified in the Competitive Bid Request less the amount of all other Competitive Bids accepted with respect to such Competitive Bid Request, which acceptance, in the case of multiple bids at such Competitive Bid Rate, shall be made pro rata in accordance with the amount of each such bid at such Competitive Bid Rate, and (i) except pursuant to clause (iv) above, no bid shall be accepted for a Competitive Loan unless such Competitive Loan is in a minimum principal amount of $5,000,000 and an integral multiple of $1,000,000; provided further, however, that if a Competitive Loan must be in an amount less than $5,000,000 because of the provisions of clause (iv) above, such Competitive Loan may be for a minimum of $1,000,000 or any integral multiple thereof, and in calculating the pro rata allocation of acceptances of portions of multiple bids at a particular Competitive Bid Rate pursuant to clause (iv) the amounts shall be rounded to integral multiples of $1,000,000 in a manner which shall be in the discretion of the applicable Borrower. A notice given by a Borrower pursuant to this paragraph (d) shall be irrevocable. (e) The CAF Agent shall promptly notify each bidding Lender (and the Administrative Agent), by telecopy, whether or not its Competitive Bid has been accepted (and if so, in what amount and at what Competitive Bid Rate) and each successful bidder will thereupon become bound, subject to the other applicable conditions hereof, to make the Competitive Loan in respect of which its bid has been accepted. (f) No Competitive Borrowing shall be requested or made hereunder if after giving effect thereto any of the conditions set forth in clauses (i) through (iv) of Section 2.01 would not be met. (g) If either the Administrative Agent or CAF Agent shall elect to submit a Competitive Bid in its capacity as a Lender, such party shall submit such bid directly to the Borrower one quarter of an hour earlier than the latest time at which the other Lenders are required to submit their bids to the CAF Agent pursuant to paragraph (b) above. (h) Each of the Borrowers and the CAF Agent shall deliver to the Administrative Agent by telecopy copies of all notices delivered by it pursuant to this Section 2.03 at the same times such notices are delivered hereunder. All notices required by this Section 2.03 shall be given in accordance with Section 8.01. (i) A Competitive Bid Request shall not be made within five Business Days after the date of any previous Competitive Bid which was accepted by a Borrower pursuant to paragraph (d) above.,

Appears in 1 contract

Sources: Credit Facility Agreement (National City Corp)

Competitive Bid Procedure. (a) In order to request Competitive Bids, a the Borrower shall hand deliver or telecopy to the ~~CAF~~ Agent a duly completed Competitive Bid Request in the form of Exhibit A-1 hereto, to be received by the ~~CAF~~ Agent (i) in the case of a Eurodollar Competitive Borrowing, not later than ~~11:00~~ 10:00 a.m., New York City time, ~~four~~four Business Days before a proposed Competitive Borrowing and (ii) in the case of a Fixed Rate Borrowing, not later than 10:00 a.m., New York City time, one Business Day before a proposed Competitive Borrowing. No ABR Loan shall be requested in, or made pursuant to, a Competitive Bid Request. A Competitive Bid Request that does not conform substantially to the format of Exhibit A-1 may be rejected in the Agent’s sole discretion, and the Agent shall promptly notify the Borrower of such rejection by telecopier. Such request shall in each case refer to this Agreement and specify (x) whether the Borrowing then being requested is to be a Eurodollar Borrowing or a Fixed Rate Borrowing, (y) the date of such Borrowing (which shall be a Business Day) and the aggregate principal amount thereof which shall be in a minimum principal amount of $10,000,000 and in an integral multiple of $1,000,000, and (z) the Interest Period with respect thereto (which may not end after the Maturity Date). Promptly after its receipt of a Competitive Bid Request that is not rejected as aforesaid, the Agent shall invite by telecopier (in the form set forth in Exhibit A-2 hereto) the Lenders to bid, on the terms and conditions of this Agreement, to make Competitive Loans pursuant to the Competitive Bid Request. Competitive Borrowings may not be made in an aggregate principal amount outstanding at any time greater than the Total Commitment minus the Revolving Credit Exposures at such time. (b) Each Lender ~~invited to bid~~ may, in its sole discretion, make one or more Competitive Bids to the Borrower responsive to ~~such Borrower's~~ a Competitive Bid Request. Each Competitive Bid by a Lender must be received by the ~~CAF~~ Agent ~~by telecopy~~via telecopier, in the form of Exhibit A-3 hereto, (i) in the case of a Eurodollar Competitive Borrowing, not later than 9:30 a.m., New York City time, three Business Days before a proposed Competitive Borrowing and (iii) in the case of a Fixed Rate Borrowing, not later than 9:30 a.m., New York City time, on the day of a proposed Competitive Borrowing. Multiple bids will be accepted by the ~~CAF~~ Agent. Competitive Bids that do not conform substantially to the format of Exhibit A-3 may be rejected by the ~~CAF Agent~~Agent after conferring with, and upon the instruction of, the Borrower, and the ~~CAF~~ Agent shall notify the Lender making such nonconforming bid of such rejection as soon as practicable. Each Competitive Bid shall refer to this Agreement and specify (x) the principal amount (which shall be in a minimum principal amount of $~~5,000,000~~ 10,000,000 and in an integral multiple of $1,000,000 and which may equal the entire principal amount of the Competitive Borrowing requested by the ~~applicable~~ Borrower) of the Competitive Loan or Loans that the Lender is willing to make to ~~such~~ the Borrower, (y) the Competitive Bid Rate or Rates at which the Lender is prepared to make the Competitive Loan or Loans and (z) the Interest Period and the last day thereof. If any Lender ~~invited to bid~~ shall elect not to make a Competitive Bid, such Lender shall so notify the ~~CAF~~ Agent ~~by telecopy~~ via telecopier (I) in the case of Eurodollar Competitive Loans, not later than 9:30 a.m., New York City time, three Business Days before a proposed Competitive Borrowing, and (II) in the case of Fixed Rate Loans, not later than 9:30 a.m., New York City time, on the day of a proposed Competitive Borrowing; provided, however, that failure by any Lender to give such notice shall not cause such Lender to be obligated to make any Competitive Loan as part of such Competitive Borrowing. A Competitive Bid submitted by a Lender pursuant to this paragraph (b) shall be irrevocable. (c) The ~~CAF~~ Agent shall promptly notify the Borrower by ~~telecopy,~~ telecopier of all the Competitive Bids made, the Competitive Bid Rate and the principal amount of each Competitive Loan in respect of which ~~such~~ a Competitive Bid was made and the identity of the Lender that made each ~~such~~ bid. The Agent shall send a copy of all Competitive Bids to the Borrower for its records as soon as practicable after completion of the bidding process set forth in this Section 2.03. (d) A The Borrower may in its sole and absolute discretion, subject only to the provisions of this paragraph (d), accept or reject any ~~or all~~ Competitive ~~Bids~~ Bid referred to in paragraph (c) above. ~~Such~~ The Borrower shall notify the ~~CAF~~ Agent by telephone, confirmed by ~~telecopy~~ telecopier in the form of a Competitive Bid Accept/Reject ~~Letter~~Letter in the form of Exhibit A-4 hereto, whether and to what extent it has decided to accept or reject any of or all the bids referred to in paragraph (c) ~~above by~~ above, (ix) in the case of a Eurodollar Competitive Borrowing, not later than 10:30 a.m., New York City time, three Business Days before a proposed Competitive ~~Borrowing~~ Borrowing, and (iy) in the case of a Fixed Rate Borrowing, not later than 10:30 a.m., New York City time, on the day of a proposed Competitive Borrowing; provided, however, that (i) the failure by ~~such~~ the Borrower to give such notice shall be deemed to be a rejection of all the bids referred to in paragraph (c) above, (iii) ~~such~~ the Borrower shall not accept a bid made at a particular Competitive Bid Rate if it has decided to reject a bid made at a lower Competitive Bid Rate, (iiii) the aggregate amount of the Competitive Bids accepted by ~~such~~ the Borrower shall not exceed the principal amount specified in the Competitive Bid ~~Request~~Request and shall be in a minimum principal amount of $10,000,000, (iiv) if ~~such~~ the Borrower shall accept a bid or bids made at a particular Competitive Bid Rate but the amount of such bid or bids shall cause the total amount of bids to be accepted by ~~such~~ the Borrower to exceed the amount specified in the Competitive Bid Request, then ~~such~~ the Borrower shall accept a portion of such bid or bids in an amount equal to the amount specified in the Competitive Bid Request less the amount of all other Competitive Bids accepted with respect to such Competitive Bid Request, which acceptance, in the case of multiple bids at such Competitive Bid Rate, shall be made pro rata in accordance with the amount of each such bid at such Competitive Bid Rate, and (iv) except pursuant to clause (iv) above, no bid shall be accepted for a Competitive Loan unless such Competitive Loan is in a minimum principal amount of $~~5,000,000~~ 10,000,000 and an integral multiple of $1,000,000; provided further, however, that if a Competitive Loan must be in an amount less than $~~5,000,000~~ 10,000,000 because of the provisions of clause (iv) above, such Competitive Loan may be for a minimum of $1,000,000 or any integral multiple thereof, and in calculating the pro rata allocation of acceptances of portions of multiple bids at a particular Competitive Bid Rate pursuant to clause (iv) the amounts shall be rounded to integral multiples of $1,000,000 in a manner which shall be in the discretion of the ~~applicable~~ Borrower. A notice given by a the Borrower pursuant to this paragraph (d) shall be irrevocable. (e) The ~~CAF~~ Agent shall promptly notify each bidding Lender ~~(and the Administrative Agent), by telecopy,~~ whether or not its Competitive Bid has been accepted (and if so, in what amount and at what Competitive Bid Rate) by telecopy sent by the Agent, and each successful bidder will thereupon become bound, subject to the other applicable conditions hereof, to make the Competitive Loan in respect of which its bid has been accepted. (f) No A Competitive ~~Borrowing~~ Bid Request shall ~~be requested or made hereunder if after giving effect thereto any of the conditions set forth in clauses (i) through (iv) of Section 2.01 would~~ not be ~~met~~made within five Business Days after the date of any previous Competitive Bid Request. (g) If ~~either~~ the ~~Administrative Agent or CAF~~ Agent shall elect to submit a Competitive Bid in its capacity as a Lender, ~~such party~~ it shall submit such bid directly to the Borrower one quarter of an hour earlier than the latest time at which the other Lenders are required to submit their bids to the ~~CAF~~ Agent pursuant to paragraph (b) above. (h) Each of the Borrowers and the CAF Agent shall deliver to the Administrative Agent by telecopy copies of all notices delivered by it pursuant to this Section 2.03 at the same times such notices are delivered hereunder. All notices required by this Section 2.03 shall be given in accordance with Section ~~8.01~~9.01. ~~(i) A Competitive Bid Request shall not be made within five Business Days after the date of any previous Competitive Bid which was accepted by a Borrower pursuant to paragraph (d) above.~~

Appears in 1 contract

Sources: Credit Facility Agreement (Janus Capital Group Inc)

Competitive Bid Procedure. (a) In order to request Competitive Bids, a Borrower shall hand deliver or telecopy to the ~~CAF~~ Administrative Agent a duly completed Competitive Bid Request in the form of Exhibit A-1 hereto, to be received by the ~~CAF~~ Administrative Agent (i) in the case of a ~~Eurodollar~~ Eurocurrency Competitive Borrowing, not later than 11:00 a.m., New York City time (or, if the Bid Request is delivered or telecopied to the Administrative Agent in London, 10:00 a.m., London time), four Business days before a proposed Competitive Borrowing and (ii) in the case of a Fixed Rate Borrowing, not later than 11:00 a.m., New York City time, ~~four (b) Each Lender invited to bid may, in its sole discretion, make~~ one or more Competitive Bids to the Borrower responsive to such Borrower's Competitive Bid Request. Each Competitive Bid by a Lender must be received by the CAF Agent by telecopy, in the form of Exhibit A-3 hereto, (i) in the case of a Eurodollar Competitive Borrowing, not later than 9:30 a.m., New York City time, three Business ~~Days~~ Day before ~~a proposed Competitive Borrowing and (i) in the case of a Fixed Rate Borrowing, not later than 9:30 a.m., New York City time, on the day of~~ a proposed Competitive Borrowing. ~~Multiple bids will~~ No ABR Loan shall be ~~accepted by the CAF Agent~~requested in, or made pursuant to, a Competitive Bid Request. A Competitive ~~Bids~~ Bid Request that do does not conform substantially to the format of Exhibit ~~A-3~~ A-1 may be rejected by in the ~~CAF~~ Administrative Agent's 33 27 sole discretion, and the ~~CAF~~ Administrative Agent shall promptly notify the ~~Lender making such nonconforming bid~~ applicable Borrower of such rejection ~~as soon as practicable~~by telecopier. ~~Each Competitive Bid~~ Such request shall in each case refer to this Agreement and specify (xA) whether the Borrowing then being requested is to be a Eurocurrency Borrowing or a Fixed Rate Borrowing, (B) the ~~principal amount~~ date of such Borrowing (which shall be in a ~~minimum~~ Business Day), (C) the aggregate principal amount of ~~$5,000,000~~ such Borrowing, (D) the currency of such Borrowing and ~~in an integral multiple of $1,000,000 and~~ (E) the Interest Period with respect thereto (which may ~~equal~~ not end after the ~~entire principal amount~~ Maturity Date). If no election as to the currency of Borrowing is specified in any Competitive Bid Request, then the applicable Borrower shall be deemed to have requested Borrowings in Dollars. Promptly after its receipt of a Competitive Bid Request that is not rejected as aforesaid, the Administrative Agent shall invite by telecopier (in the form set forth in Exhibit A-2 hereto) the Lenders to bid, on the terms and conditions of this Agreement, to make Competitive Loans pursuant to the Competitive ~~Borrowing requested by the applicable Borrower~~Bid Request. (b) ~~of the~~ Competitive Loan or Loans that the Lender is willing to make to ~~such~~ the applicable Borrower, (yB) the Competitive Bid Rate or Rates at which the Lender is prepared to make the Competitive Loan or Loans and (zC) the Interest Period and the last day thereof. If any Lender ~~invited to bid~~ shall elect not to make a Competitive Bid, such Lender shall so notify the ~~CAF~~ Administrative Agent by ~~telecopy~~ telecopier (I) in the case of ~~Eurodollar~~ Eurocurrency Competitive Loans, not later than ~~9:30~~ 11:00 a.m., New York City time (or, if the notice is delivered or telecopied to the Administrative Agent in London, 10:00 a.m., London time), three Business ~~Days~~ days before a proposed Competitive Borrowing, and (II) in the case of Fixed Rate Loans, not later than ~~9:30~~ 11:00 a.m., New York City time, on the day of a proposed Competitive Borrowing; provided, however, that failure by any Lender to give such notice shall not cause such Lender to be obligated to make any Competitive Loan as part of such Competitive Borrowing. A Competitive Bid submitted by a Lender pursuant to this paragraph (b) shall be irrevocable. (c) The ~~CAF~~ Administrative Agent shall promptly notify the applicable Borrower by ~~telecopy,~~ telecopier of all the Competitive Bids made, the Competitive Bid Rate and the principal amount of each Competitive Loan in respect of which ~~such~~ a Competitive Bid was made and the identity of the Lender that made each ~~such~~ bid. The Administrative Agent shall send a copy of all Competitive Bids to the applicable Borrower for its records as soon as practicable after completion of the bidding process set forth in this Section 2.03. (d) A The applicable Borrower may in its sole and absolute discretion, subject only to the provisions of this paragraph (d), accept or reject any ~~or all~~ Competitive ~~Bids~~ Bid referred to in paragraph (c) above. ~~Such~~ The Borrower shall notify the ~~CAF~~ Administrative Agent by telephone, confirmed by ~~telecopy~~ telecopier in the form of a Competitive Bid Accept/Reject Letter, whether and to what extent it has decided to accept or reject any of or all the bids referred to in paragraph (c) ~~above by~~ above, (ix) in the case of a ~~Eurodollar~~ Eurocurrency Competitive Borrowing, not later than ~~10:30~~ 11:30 a.m., New York City time (or, if the notice is delivered or telecopied to the Administrative Agent in London, 10:30 a.m., London time), three Business ~~Days~~ days before a proposed Competitive ~~Borrowing~~ Borrowing, and (iy) in the case of a Fixed Rate Borrowing, not later than ~~10:30~~ 11:30 a.m., New York City time, on the day of a proposed Competitive Borrowing; provided, however, that (i) the failure by ~~such~~ the applicable Borrower to give such notice shall 35 29 be deemed to be a rejection of all the bids referred to in paragraph (c) above, (iii) such Borrower shall not accept a bid made at a particular Competitive Bid Rate if it the Borrower has decided to reject a bid made at a lower Competitive Bid Rate, (iiii) the aggregate amount of the Competitive Bids accepted by such Borrower shall not exceed the principal amount specified in the Competitive Bid Request, (iiv) if such Borrower shall accept a bid or bids made at a particular Competitive Bid Rate but the amount of such bid or bids shall cause the total amount of bids to be accepted by ~~such~~ the Borrower to exceed the amount specified in the Competitive Bid Request, then such Borrower shall accept a portion of such bid or bids in an amount equal to the amount specified in the Competitive Bid Request less the amount of all other Competitive Bids accepted with respect to such Competitive Bid Request, which acceptance, in the case of multiple bids at such Competitive Bid Rate, shall be made pro rata in accordance with the amount of each such bid at such Competitive Bid Rate, and (iv) except pursuant to clause (iv) above, no bid shall be accepted for a Competitive Loan unless such Competitive Loan is in (x) a minimum principal amount or Assigned Dollar Value of $5,000,000 and (except in the case of Alternative Currency Borrowings) an integral multiple of $~~1,000,000~~1,000,000 or (y) an aggregate principal amount equal to the remaining balance of the available applicable Commitments; provided further, however, that if a Competitive Loan must be in an amount less than $5,000,000 because of the provisions of clause (iv) above, such Competitive Loan may be for a minimum of $1,000,000 or any integral multiple thereof, and in calculating the pro rata allocation of acceptances of portions of multiple bids at a particular Competitive Bid Rate pursuant to clause (iv) the amounts shall be rounded to integral multiples of $1,000,000 in a manner which shall be in the discretion of the applicable Borrower. A notice given by a the applicable Borrower pursuant to this paragraph (d) shall be irrevocable. (ef) ~~The CAF Agent shall promptly notify each bidding Lender (and the Administrative Agent), by telecopy, whether or not its~~ A Competitive Bid ~~has been accepted (and if so, in what amount and at what~~ Request shall not be made within five Business days after the date of any previous Competitive Bid Rate) and each successful bidder will thereupon become bound, subject to the other applicable conditions hereof, to make the Competitive Loan in respect of which its bid has been accepted. (f) No Competitive Borrowing shall be requested or made hereunder if after giving effect thereto any of the conditions set forth in clauses (i) through (iv) of Section 2.01 would not be metRequest. (g) If ~~either~~ the Administrative ~~Agent or CAF~~ Agent shall elect to submit a Competitive Bid in its capacity as a Lender, ~~such party~~ it shall submit such bid directly to the applicable Borrower one quarter of an hour earlier than the latest time at which the other Lenders are required to submit their bids to the ~~CAF~~ Administrative Agent pursuant to paragraph (b) above. (h) Each of the Borrowers and the CAF Agent shall deliver to the Administrative Agent by telecopy copies of all notices delivered by it pursuant to this Section 2.03 at the same times such notices are delivered hereunder. All notices required by this Section 2.03 shall be given in accordance with Section ~~8.01~~10.01. ~~(i) A Competitive Bid Request shall not be made within five Business Days after the date of any previous Competitive Bid which was accepted by a Borrower pursuant to paragraph (d) above.~~

Appears in 1 contract

Sources: 364 Day Credit Agreement (Harsco Corp)

Competitive Bid Procedure. (a) In order to request Competitive Bids, a Borrower shall hand ~~deliver~~ deliver, telex or telecopy to ~~the CAF~~ Administrative Agent a duly completed Competitive Bid ~~Request in the form of Exhibit A-1 hereto~~Request, to be received by ~~the CAF~~ Administrative Agent not later than 12:00 noon (iDallas, Texas time), three (3) Domestic Business Days (in the case of any request for Competitive Bid Fixed Rate Loans) and five (5) Eurodollar Business Days (in the case of any request for Competitive Bid Eurodollar Loans) before the date specified for a proposed Competitive Bid Borrowing. No Competitive Bid Request shall be made with respect to any Type of Loan other than a Competitive Bid Fixed Rate Loan or a Competitive Bid Eurodollar Loan, and Competitive ~~Borrowing~~Bids shall be submitted and Competitive Bid Loans shall be made only of the Type requested in the applicable Competitive Bid Request. A Competitive Bid Request that does not conform substantially to the format of Exhibit C may be rejected at Administrative Agent's sole discretion, and Administrative Agent shall promptly notify Borrower of such rejection by telex or telecopier. Each Competitive Bid Request shall in each case refer to this Agreement and specify (x) the Borrowing date of such Competitive Bid Loans (which shall be a Domestic Business Day) and the aggregate principal amount thereof (which shall not ~~later~~ be less than ~~11:00 a.m.~~$5,000,000 and shall be an integral multiple of $100,000), ~~New York City time~~(y) whether the Competitive Bid Loans to be made pursuant thereto are to be Competitive Bid Fixed Rate Loans or Competitive Bid Eurodollar Loans, ~~four~~and (z) the Interest Period with respect thereto. Promptly after its receipt of a Competitive Bid Request that is not rejected as aforesaid, Administrative Agent shall invite by telex or telecopier (in the form set forth in Exhibit D hereto) Banks to bid, on the terms and conditions of this Agreement, to make Competitive Bid Loans pursuant to such Competitive Bid Request. (b) Each ~~Lender invited to bid~~ Bank may, in its sole discretion, make one or more Competitive Bids to ~~the~~ Borrower responsive to ~~such Borrower's~~ each Competitive Bid Request. Each Competitive Bid by a ~~Lender~~ Bank must be received by ~~the CAF~~ Administrative Agent ~~by telecopy~~via telex or telecopier, in the form of Exhibit ~~A-3~~ E hereto, not later than 10:00 a.m. (iDallas, Texas time), two (2) Domestic Business Days (in the case of a any request for Competitive Bid Fixed Rate Loans) or four (4) Eurodollar ~~Competitive Borrowing, not later than 9:30 a.m., New York City time, three~~ Business Days ~~before a proposed Competitive Borrowing and~~ (i) in the case of ~~a Fixed Rate Borrowing, not later than 9:30 a.m., New York City time, on~~ any request for Competitive Bid Eurodollar Loans) before the ~~day of~~ date specified for a proposed Competitive Bid Borrowing~~. Multiple bids will be accepted by the CAF Agent~~. Competitive Bids that do not conform substantially to the format of Exhibit ~~A-3~~ E may be rejected by ~~the CAF Agent~~Administrative Agent after conferring with, and upon the ~~CAF~~ instruction of Borrower, and Administrative Agent shall notify the ~~Lender making such nonconforming bid~~ applicable Bank of such rejection as soon as practicable. Each Competitive Bid shall refer to this Agreement and ~~specify~~ (x) specify the principal amount (which shall be in a minimum principal amount of $~~5,000,000~~ 1,000,000 and in an integral multiple of $~~1,000,000~~ 100,000 and ~~which~~ which, subject to the conditions set forth in Section 2.1, may equal the entire principal amount of the Competitive Bid Borrowing requested by ~~the applicable~~ Borrower) of the Competitive Bid Loan ~~or Loans~~ that ~~the Lender~~ Bank is willing to make to ~~such~~ Borrower, (y) specify the Competitive Bid Fixed Rate or ~~Rates~~ Competitive Bid Eurodollar Margin at which ~~the Lender~~ such Bank is prepared to make the Competitive Bid Loan ~~or Loans~~ and (z) confirm the Interest Period ~~and the last day thereof~~with respect thereto specified by Borrower in its Competitive Bid Request. If any ~~Lender invited to bid~~ Bank shall elect not to make a Competitive Bid, such ~~Lender~~ Bank shall so notify ~~the CAF~~ Administrative Agent ~~by telecopy~~ via telex not later than 10:00 a.m. (IDallas, Texas time), two (2) Domestic Business Days (in the case of any request for Competitive Bid Fixed Rate Loans) or four (4) Eurodollar ~~Competitive Loans, not later than 9:30 a.m., New York City time, three~~ Business Days ~~before a proposed Competitive Borrowing, and~~ (~~II)~~ in the case of ~~Fixed Rate~~ any request for Competitive Bid Eurodollar Loans~~, not later than 9:30 a.m., New York City time, on~~ ) before the ~~day of~~ date specified for a proposed Competitive Bid Borrowing; provided, however, that failure by any ~~Lender~~ Bank to give such notice shall not cause such ~~Lender~~ Bank to be obligated to make any Competitive Bid Loan as part of such Competitive Bid Borrowing. A Competitive Bid submitted by a ~~Lender~~ Bank pursuant to this paragraph (b) shall be irrevocable. (c) ~~The CAF~~ Administrative Agent shall promptly notify ~~the~~ Borrower and each Bank by ~~telecopy,~~ telex or telecopier of all the Competitive Bids made, the Competitive Bid Fixed Rate or Competitive Bid Eurodollar Margin and the principal amount of each Competitive Bid Loan in respect of which ~~such~~ a Competitive Bid was made and the identity of ~~the Lender~~ Bank that made each ~~such~~ bid. Administrative Agent shall send a copy of all Competitive Bids to Borrower and each Bank for their records as soon as practicable after completion of the bidding process set forth in this Section 2.2.1. (d) A Borrower may in its sole and absolute discretion, subject only to the provisions of this paragraph (d), accept or reject any or all Competitive Bids referred to in paragraph (c) above. Such Borrower shall notify the CAF Agent by telephone, confirmed by telecopy in the form of a Competitive Bid Accept/Reject Letter, whether and to what extent it has decided to accept or reject any of or all the bids referred to in paragraph (c) above by (i) in the case of a Eurodollar Competitive Borrowing, not later than 10:30 a.m., New York City time, three Business Days before a proposed Competitive Borrowing and (i) in the case of a Fixed Rate Borrowing, not later than 10:30 a.m., New York City time, on the day of a proposed Competitive Borrowing; provided, however, that (i) the failure by such Borrower to give such notice shall be deemed to be a rejection of all the bids referred to in paragraph (c) above, (i) such Borrower shall not accept a bid made at a particular Competitive Bid Rate if it has decided to reject a bid made at a lower Competitive Bid Rate, (i) the aggregate amount of the Competitive Bids accepted by such Borrower shall not exceed the principal amount specified in the Competitive Bid Request, (i) if such Borrower shall accept a bid or bids made at a particular Competitive Bid Rate but the amount of such bid or bids shall cause the total amount of bids to be accepted by such Borrower to exceed the amount specified in the Competitive Bid Request, then such Borrower shall accept a portion of such bid or bids in an amount equal to the amount specified in the Competitive Bid Request less the amount of all other Competitive Bids accepted with respect to such Competitive Bid Request, which acceptance, in the case of multiple bids at such Competitive Bid Rate, shall be made pro rata in accordance with the amount of each such bid at such Competitive Bid Rate, and (i) except pursuant to clause (iv) above, no bid shall be accepted for a Competitive Loan unless such Competitive Loan is in a minimum principal amount of $5,000,000 and an integral multiple of $1,000,000; provided further, however, that if a Competitive Loan must be in an amount less than $5,000,000 because of the provisions of clause (iv) above, such Competitive Loan may be for a minimum of $1,000,000 or any integral multiple thereof, and in calculating the pro rata allocation of acceptances of portions of multiple bids at a particular Competitive Bid Rate pursuant to clause (iv) the amounts shall be rounded to integral multiples of $1,000,000 in a manner which shall be in the discretion of the applicable Borrower. A notice given by a Borrower pursuant to this paragraph (d) shall be irrevocable. (e) The CAF Agent shall promptly notify each bidding Lender (and the Administrative Agent), by telecopy, whether or not its Competitive Bid has been accepted (and if so, in what amount and at what Competitive Bid Rate) and each successful bidder will thereupon become bound, subject to the other applicable conditions hereof, to make the Competitive Loan in respect of which its bid has been accepted. (f) No Competitive Borrowing shall be requested or made hereunder if after giving effect thereto any of the conditions set forth in clauses (i) through (iv) of Section 2.01 would not be met. (g) If either the Administrative Agent or CAF Agent shall elect to submit a Competitive Bid in its capacity as a Lender, such party shall submit such bid directly to the Borrower one quarter of an hour earlier than the latest time at which the other Lenders are required to submit their bids to the CAF Agent pursuant to paragraph (b) above. (h) Each of the Borrowers and the CAF Agent shall deliver to the Administrative Agent by telecopy copies of all notices delivered by it pursuant to this Section 2.03 at the same times such notices are delivered hereunder. All notices required by this Section 2.03 shall be given in accordance with Section 8.01. (i) A Competitive Bid Request shall not be made within five Business Days after the date of any previous Competitive Bid which was accepted by a Borrower pursuant to paragraph (d) above.2.2.1

Appears in 1 contract

Sources: Credit Agreement (Berry Petroleum Co)

Competitive Bid Procedure. (a) In order to request -------------------------- Competitive Bids, a the Borrower shall hand deliver or telecopy to the ~~CAF~~ Agent a duly completed Competitive Bid Request in the form of Exhibit ~~A-1 hereto~~A-1, to be received by the ~~CAF~~ Agent (i) in the case of a Eurodollar Competitive Borrowing, not later than ~~11:00~~ 10:00 a.m., New York City time, ~~four~~four Business Days before a proposed Competitive Borrowing and (ii) in the case of a Fixed Rate Borrowing, not later than 10:00 a.m., New York City time, one Business Day before a proposed Competitive Borrowing. No Eurocurrency Loan, CD Loan or ABR Loan shall be requested in, or made pursuant to, a Competitive Bid Request. A Competitive Bid Request that does not conform substantially to the format of Exhibit A-1 may be rejected in the Agent's sole discretion, and the Agent shall promptly notify the Borrower of such rejection by telecopier. Such request shall in each case refer to this Agreement and specify (x) whether the Borrowing then being requested is to be a Eurodollar Borrowing or a Fixed Rate Borrowing, (y) the date of such Borrowing (which shall be a Business Day) and the aggregate principal amount thereof which shall be in a minimum principal amount of $5,000,000 and in an integral multiple of $1,000,000, and (z) the Interest Period with respect thereto (which may not end after the Maturity Date). Promptly after its receipt of a Competitive Bid Request that is not rejected as aforesaid, the Agent shall invite by telecopier (in the form of Exhibit A-2) the Lenders to bid, on the terms and conditions of this Agreement, to make Competitive Loans pursuant to such Competitive Bid Request. (b) Each Lender ~~invited to bid~~ may, in its sole discretion, make one or more Competitive Bids to the Borrower responsive to ~~such Borrower's~~ a Competitive Bid Request. Each Competitive Bid by a Lender must be received by the ~~CAF~~ Agent ~~by telecopy~~via telecopier, in the form of Exhibit ~~A-3 hereto~~A-3, (i) in the case of a Eurodollar Competitive Borrowing, not later than 9:30 a.m., New York City time, three Business Days before a proposed Competitive Borrowing and (iii) in the case of a Fixed Rate Borrowing, not later than 9:30 a.m., New York City time, on the day of a proposed Competitive Borrowing. Multiple bids ~~will~~ shall be accepted by the ~~CAF~~ Agent. Competitive Bids that do not conform substantially to the format of Exhibit A-3 may be rejected by the ~~CAF Agent~~Agent after conferring with, and upon the instruction of, the Borrower, and the ~~CAF~~ Agent shall notify the Lender making such nonconforming bid of such rejection as soon as practicable. Each Competitive Bid shall refer to this Agreement and specify (x) the principal amount (which shall be in a minimum principal amount of $5,000,000 and in an integral multiple of $1,000,000 and which may equal the entire principal amount of the Competitive Borrowing requested by the ~~applicable~~ Borrower) of the Competitive Loan or Loans that the Lender is willing to make to ~~such~~ the Borrower, (y) the Competitive Bid Rate or Rates at which the Lender is prepared to make the Competitive Loan or Loans and (z) the Interest Period and the last day thereof. If any Lender ~~invited to bid~~ shall elect not to make a Competitive Bid, such Lender shall so notify the ~~CAF~~ Agent ~~by telecopy~~ via telecopier (I) in the case of Eurodollar Competitive Loans, not later than 9:30 a.m., New York City time, three Business Days before a proposed Competitive ~~Borrowing,~~ Borrowing and (II) in the case of Fixed Rate Loans, not later than 9:30 a.m., New York City time, on the day of a proposed Competitive Borrowing; provided, however, that failure by any Lender to give -------- ------- such notice shall not cause such Lender to be obligated to make any Competitive Loan as part of such Competitive Borrowing. A Competitive Bid submitted by a Lender pursuant to this ~~paragraph (b~~Section 2.03(b) shall be irrevocable. (c) The ~~CAF~~ Agent shall promptly notify the Borrower by ~~telecopy,~~ telecopier of all the Competitive Bids made, the Competitive Bid Rate and the principal amount of each Competitive Loan in respect of which ~~such~~ a Competitive Bid was made and the identity of the Lender that made each ~~such~~ bid. The Agent shall send a copy of all Competitive Bids to the Borrower for its records as soon as practicable after completion of the bidding process set forth in this Section. (d) A The Borrower may in its sole and absolute discretion, subject only to the provisions of this ~~paragraph (d~~Section 2.03(d), accept or reject any ~~or all~~ Competitive ~~Bids~~ Bid referred to in ~~paragraph (c) above~~Section 2.03(c). ~~Such~~ The Borrower shall notify the ~~CAF~~ Agent by telephone, confirmed by ~~telecopy~~ telecopier in the form of a Competitive Bid Accept/Reject ~~Letter~~Letter substantially in the form set forth in Exhibit A-4, whether and to what extent it has decided to accept or reject any of or all the bids referred to in ~~paragraph~~ Section 2.03(c), (~~c) above by (i~~y) in the case of a Eurodollar Competitive Borrowing, not later than 10:30 a.m., New York City time, three Business Days before a proposed Competitive Borrowing and (iz) in the case of a Fixed Rate Borrowing, not later than 10:30 a.m., New York City time, on the day of a proposed Competitive Borrowing; provided, however, that (i) the failure by ~~such~~ the -------- ------- Borrower to give such notice shall be deemed to be a rejection of all the bids referred to in ~~paragraph (c) above~~Section 2.03(c), (iii) ~~such~~ the Borrower shall not accept a bid made at a particular Competitive Bid Rate if it the Borrower has decided to reject a bid made at a lower Competitive Bid Rate, (iiii) the aggregate amount of the Competitive Bids accepted by ~~such~~ the Borrower shall not exceed the principal amount specified in the Competitive Bid Request, (i) if such Borrower shall accept a bid or bids made at a particular Competitive Bid Rate but the amount of such bid or bids shall cause the total amount of bids to be accepted by such Borrower to exceed the amount specified in the Competitive Bid Request, then such Borrower shall accept a portion of such bid or bids in an amount equal to the amount specified in the Competitive Bid Request less the amount of all other Competitive Bids accepted with respect to such Competitive Bid Request, which acceptance, in the case of multiple bids at such Competitive Bid Rate, shall be made pro rata in accordance with the amount of each such bid at such Competitive Bid Rate, and (i) except pursuant to clause (iv) above, no bid shall be accepted for a Competitive Loan unless such Competitive Loan is in a minimum principal amount of $5,000,000 and an integral multiple of $1,000,000; provided further, however, that if a Competitive Loan must be in an amount less than $5,000,000 because of the provisions of clause (iv) above, such Competitive Loan may be for a minimum of $1,000,000 or any integral multiple thereof, and in calculating the pro rata allocation of acceptances of portions of multiple bids at a particular Competitive Bid Rate pursuant to clause (iv) the amounts shall be rounded to integral multiples of $1,000,000 in a manner which shall be in the discretion of the applicable Borrower. A notice given by a Borrower pursuant to this paragraph (d) shall be irrevocable. (e) The CAF Agent shall promptly notify each bidding Lender (and the Administrative Agent), by telecopy, whether or not its Competitive Bid has been accepted (and if so, in what amount and at what Competitive Bid Rate) and each successful bidder will thereupon become bound, subject to the other applicable conditions hereof, to make the Competitive Loan in respect of which its bid has been accepted. (f) No Competitive Borrowing shall be requested or made hereunder if after giving effect thereto any of the conditions set forth in clauses (i) through (iv) of Section 2.01 would not be met. (g) If either the Administrative Agent or CAF Agent shall elect to submit a Competitive Bid in its capacity as a Lender, such party shall submit such bid directly to the Borrower one quarter of an hour earlier than the latest time at which the other Lenders are required to submit their bids to the CAF Agent pursuant to paragraph (b) above. (h) Each of the Borrowers and the CAF Agent shall deliver to the Administrative Agent by telecopy copies of all notices delivered by it pursuant to this Section 2.03 at the same times such notices are delivered hereunder. All notices required by this Section 2.03 shall be given in accordance with Section 8.01. (i) A Competitive Bid Request shall not be made within five Business Days after the date of any previous Competitive Bid which was accepted by a Borrower pursuant to paragraph (d) above.,

Appears in 1 contract

Sources: Competitive Advance and Multi Currency Credit Facilities Agreement (Choice Hotels International Inc /De)

Competitive Bid Procedure. (a) ~~In order~~ Subject to the terms and conditions set forth herein, from time to time during the Revolving Commitment Period the Borrower may request Competitive Bids and may (but shall not have any obligation to) accept Competitive Bids and borrow Competitive Loans; PROVIDED, that the sum of the Total Revolving Extensions of Credit plus the aggregate principal amount of outstanding Competitive Loans at any time shall not exceed the Total Revolving Commitments. To request Competitive Bids, a the Borrower shall ~~hand deliver or telecopy to~~ notify the ~~CAF~~ Administrative Agent ~~a duly completed Competitive Bid Request in the form~~ of ~~Exhibit A-1 hereto~~such request by telephone, ~~to be received by the CAF Agent (i)~~ in the case of a Eurodollar Competitive ~~Borrowing~~Loan, not later than ~~11:00~~ 12:00 Noon, New York City time, four Business Days before the date of the proposed borrowing and, in the case of a Fixed Rate Competitive Loan, not later than 10:00 a.m., New York City time, ~~four (b) Each Lender invited to bid may~~one Business Day before the date of the proposed Borrowing; PROVIDED, ~~in its sole discretion, make one or more Competitive Bids to~~ that the Borrower ~~responsive~~ may submit up to ~~such Borrower's~~ (but not more than) three Competitive Bid Request. Each Competitive Bid by a Lender must be received by the CAF Agent by telecopy, in the form of Exhibit A-3 hereto, (i) in the case of a Eurodollar Competitive Borrowing, not later than 9:30 a.m., New York City time, three Business Days before a proposed Competitive Borrowing and (i) in the case of a Fixed Rate Borrowing, not later than 9:30 a.m., New York City time, Requests on the ~~day of~~ same day, but a proposed Competitive Borrowing. Multiple bids will be accepted by the CAF Agent. Competitive Bids that do not conform substantially to the format of Exhibit A-3 may be rejected by the CAF Agent, and the CAF Agent shall notify the Lender making such nonconforming bid of such rejection as soon as practicable. Each Competitive Bid shall refer to this Agreement and specify (x) the principal amount (which shall be in a minimum principal amount of $5,000,000 and in an integral multiple of $1,000,000 and which may equal the entire principal amount of the Competitive Borrowing requested by the applicable Borrower) of the Competitive Loan or Loans that the Lender is willing to make to such Borrower, (y) the Competitive Bid Rate or Rates at which the Lender is prepared to make the Competitive Loan or Loans and (z) the Interest Period and the last day thereof. If any Lender invited to bid shall elect not to make a Competitive Bid, such Lender shall so notify the CAF Agent by telecopy (I) in the case of Eurodollar Competitive Loans, not later than 9:30 a.m., New York City time, three Business Days before a proposed Competitive Borrowing, and (II) in the case of Fixed Rate Loans, not later than 9:30 a.m., New York City time, on the day of a proposed Competitive Borrowing; provided, however, that failure by any Lender to give such notice shall not cause such Lender to be obligated to make any Competitive Loan as part of such Competitive Borrowing. A Competitive Bid submitted by a Lender pursuant to this paragraph (b) shall be irrevocable. (c) The CAF Agent shall notify the Borrower by telecopy, of all the Competitive Bids made, the Competitive Bid Rate and the principal amount of each Competitive Loan in respect of which such Competitive Bid was made and the identity of the Lender that made each such bid (d) A Borrower may in its sole and absolute discretion, subject only to the provisions of this paragraph (d), accept or reject any or all Competitive Bids referred to in paragraph (c) above. Such Borrower shall notify the CAF Agent by telephone, confirmed by telecopy in the form of a Competitive Bid Accept/Reject Letter, whether and to what extent it has decided to accept or reject any of or all the bids referred to in paragraph (c) above by (i) in the case of a Eurodollar Competitive Borrowing, not later than 10:30 a.m., New York City time, three Business Days before a proposed Competitive Borrowing and (i) in the case of a Fixed Rate Borrowing, not later than 10:30 a.m., New York City time, on the day of a proposed Competitive Borrowing; provided, however, that (i) the failure by such Borrower to give such notice shall be deemed to be a rejection of all the bids referred to in paragraph (c) above, (i) such Borrower shall not accept a bid made at a particular Competitive Bid Rate if it has decided to reject a bid made at a lower Competitive Bid Rate, (i) the aggregate amount of the Competitive Bids accepted by such Borrower shall not exceed the principal amount specified in the Competitive Bid Request, (i) if such Borrower shall accept a bid or bids made at a particular Competitive Bid Rate but the amount of such bid or bids shall cause the total amount of bids to be accepted by such Borrower to exceed the amount specified in the Competitive Bid Request, then such Borrower shall accept a portion of such bid or bids in an amount equal to the amount specified in the Competitive Bid Request less the amount of all other Competitive Bids accepted with respect to such Competitive Bid Request, which acceptance, in the case of multiple bids at such Competitive Bid Rate, shall be made pro rata in accordance with the amount of each such bid at such Competitive Bid Rate, and (i) except pursuant to clause (iv) above, no bid shall be accepted for a Competitive Loan unless such Competitive Loan is in a minimum principal amount of $5,000,000 and an integral multiple of $1,000,000; provided further, however, that if a Competitive Loan must be in an amount less than $5,000,000 because of the provisions of clause (iv) above, such Competitive Loan may be for a minimum of $1,000,000 or any integral multiple thereof, and in calculating the pro rata allocation of acceptances of portions of multiple bids at a particular Competitive Bid Rate pursuant to clause (iv) the amounts shall be rounded to integral multiples of $1,000,000 in a manner which shall be in the discretion of the applicable Borrower. A notice given by a Borrower pursuant to this paragraph (d) shall be irrevocable. (e) The CAF Agent shall promptly notify each bidding Lender (and the Administrative Agent), by telecopy, whether or not its Competitive Bid has been accepted (and if so, in what amount and at what Competitive Bid Rate) and each successful bidder will thereupon become bound, subject to the other applicable conditions hereof, to make the Competitive Loan in respect of which its bid has been accepted. (f) No Competitive Borrowing shall be requested or made hereunder if after giving effect thereto any of the conditions set forth in clauses (i) through (iv) of Section 2.01 would not be met. (g) If either the Administrative Agent or CAF Agent shall elect to submit a Competitive Bid in its capacity as a Lender, such party shall submit such bid directly to the Borrower one quarter of an hour earlier than the latest time at which the other Lenders are required to submit their bids to the CAF Agent pursuant to paragraph (b) above. (h) Each of the Borrowers and the CAF Agent shall deliver to the Administrative Agent by telecopy copies of all notices delivered by it pursuant to this Section 2.03 at the same times such notices are delivered hereunder. All notices required by this Section 2.03 shall be given in accordance with Section 8.01. (i) A Competitive Bid Request shall not be made within five Business Days after the date of any previous Competitive Bid ~~which was accepted~~ Request, unless any and all such previous Competitive Bid Requests shall have been withdrawn or all Competitive Bids received in response thereto rejected, and each Competitive Bid Request must refer solely to Eurodollar Competitive Loans or Fixed Rate Competitive Loans. Each such telephonic Competitive Bid Request shall be confirmed promptly by hand delivery or telecopy to the Administrative Agent of a ~~Borrower pursuant to paragraph (d) above.~~written Competitive Bid Request in a form approved by the Administrative Agent and

Appears in 1 contract

Sources: Revolving Credit Agreement (Homeside Lending Inc)

Competitive Bid Procedure. (a) ~~In order~~ pursuant to ~~request Competitive Bids, a Borrower shall hand deliver or telecopy to the CAF Agent a duly completed~~ such Competitive Bid ~~Request in the form of Exhibit A-1 hereto, to be received by the CAF Agent (i) in the case of a Eurodollar Competitive Borrowing, not later than 11:00 a.m., New York City time, four~~Request. (b) Each Lender ~~invited to bid~~ may, in its sole discretion, make one or more Competitive Bids to the Borrower responsive to ~~such Borrower's~~ a Competitive Bid Request. Each Competitive Bid by a Lender must be received by the ~~CAF~~ Agent ~~by telecopy~~via telecopier, in the form of Exhibit ~~A-3 hereto~~A-3, (i) in the case of a Eurodollar Competitive Borrowing, not later than 9:30 a.m., New York City time, three Business Days before a proposed Competitive Borrowing and (iii) in the case of a Fixed Rate Borrowing, not later than 9:30 a.m., New York City time, on the day of a proposed Competitive Borrowing. Multiple ~~bids~~ Competitive Bids will be accepted by the ~~CAF~~ Agent. Competitive Bids that do not conform substantially to the format of Exhibit A-3 may be rejected by the ~~CAF Agent~~Agent after conferring with, and upon the instruction of, the Borrower, and the ~~CAF~~ Agent shall notify the Lender making such nonconforming ~~bid~~ Competitive Bid of such rejection as soon as practicable. Each Competitive Bid shall refer to this Agreement and specify (x) the principal amount (which shall be in a minimum principal amount of $5,000,000 and in an integral multiple of $1,000,000 and which may equal the entire principal amount of the Competitive Borrowing requested by the ~~applicable~~ Borrower) of the Competitive Loan or Loans that the applicable Lender is willing to make to ~~such~~ the Borrower, (y) the Competitive Bid Rate or Rates at which ~~the~~ such Lender is prepared to make the Competitive Loan or Loans and (z) the Interest Period and the last day thereof. If any Lender ~~invited to bid~~ shall elect not to make a Competitive Bid, such Lender shall so notify the ~~CAF~~ Agent ~~by telecopy~~ via telecopier (I) in the case of Eurodollar Competitive Loans, not later than 9:30 a.m., New York City time, three Business Days before a proposed Competitive Borrowing, and (II) in the case of Fixed Rate Loans, not later than 9:30 a.m., New York City time, on the day of a proposed Competitive Borrowing; provided, however, that failure by any Lender to give such notice shall not cause such Lender to be obligated to make any Competitive Loan as part of such Competitive Borrowing. A Competitive Bid submitted by a Lender pursuant to this paragraph (b) shall be irrevocable. (c) The CAF Agent shall notify the Borrower by telecopy, of all the Competitive Bids made, the Competitive Bid Rate and the principal amount of each Competitive Loan in respect of which such Competitive Bid was made and the identity of the Lender that made each such bid (d) A Borrower may in its sole and absolute discretion, subject only to the provisions of this paragraph (d), accept or reject any or all Competitive Bids referred to in paragraph (c) above. Such Borrower shall notify the CAF Agent by telephone, confirmed by telecopy in the form of a Competitive Bid Accept/Reject Letter, whether and to what extent it has decided to accept or reject any of or all the bids referred to in paragraph (c) above by (i) in the case of a Eurodollar Competitive Borrowing, not later than 10:30 a.m., New York City time, three Business Days before a proposed Competitive Borrowing and (i) in the case of a Fixed Rate Borrowing, not later than 10:30 a.m., New York City time, on the day of a proposed Competitive Borrowing; provided, however, that (i) the failure by such Borrower to give such notice shall be deemed to be a rejection of all the bids referred to in paragraph (c) above, (i) such Borrower shall not accept a bid made at a particular Competitive Bid Rate if it has decided to reject a bid made at a lower Competitive Bid Rate, (i) the aggregate amount of the Competitive Bids accepted by such Borrower shall not exceed the principal amount specified in the Competitive Bid Request, (i) if such Borrower shall accept a bid or bids made at a particular Competitive Bid Rate but the amount of such bid or bids shall cause the total amount of bids to be accepted by such Borrower to exceed the amount specified in the Competitive Bid Request, then such Borrower shall accept a portion of such bid or bids in an amount equal to the amount specified in the Competitive Bid Request less the amount of all other Competitive Bids accepted with respect to such Competitive Bid Request, which acceptance, in the case of multiple bids at such Competitive Bid Rate, shall be made pro rata in accordance with the amount of each such bid at such Competitive Bid Rate, and (i) except pursuant to clause (iv) above, no bid shall be accepted for a Competitive Loan unless such Competitive Loan is in a minimum principal amount of $5,000,000 and an integral multiple of $1,000,000; provided further, however, that if a Competitive Loan must be in an amount less than $5,000,000 because of the provisions of clause (iv) above, such Competitive Loan may be for a minimum of $1,000,000 or any integral multiple thereof, and in calculating the pro rata allocation of acceptances of portions of multiple bids at a particular Competitive Bid Rate pursuant to clause (iv) the amounts shall be rounded to integral multiples of $1,000,000 in a manner which shall be in the discretion of the applicable Borrower. A notice given by a Borrower pursuant to this paragraph (d) shall be irrevocable. (e) The ~~CAF~~ Agent shall promptly notify each bidding Lender ~~(and the Administrative Agent), by telecopy,~~ whether or not its Competitive Bid has been accepted (and if so, in what amount and at what Competitive Bid Rate) by telecopy sent by the Agent, and each successful bidder will thereupon become bound, subject to the other applicable conditions hereof, to make the Competitive Loan in respect of which its ~~bid~~ Competitive Bid has been accepted. (f) ~~No Competitive Borrowing shall be requested or made hereunder if after giving effect thereto any of~~ If the ~~conditions set forth in clauses (i) through (iv) of Section 2.01 would not be met. (g) If either the Administrative Agent or CAF~~ Agent shall elect to submit a Competitive Bid in its capacity as a Lender, ~~such party~~ it shall submit such ~~bid~~ Competitive Bid directly to the Borrower one quarter of an hour earlier than the latest time at which the other Lenders are required to submit their ~~bids~~ Competitive Bids to the ~~CAF~~ Agent pursuant to paragraph (b) above. (hg) Each of the Borrowers and the CAF Agent shall deliver to the Administrative Agent by telecopy copies of all notices delivered by it pursuant to this Section 2.03 at the same times such notices are delivered hereunder. All notices required by this Section 2.03 shall be given in accordance with Section ~~8.01~~9.01. ~~(i) A Competitive Bid Request shall not be made within five Business Days after the date of any previous Competitive Bid which was accepted by a Borrower pursuant to paragraph (d) above.~~

Appears in 1 contract

Sources: Competitive Advance and Revolving Credit Facility Agreement (Mbna Corp)

Competitive Bid Procedure. (a) In order to request Competitive Bids, ~~a Borrower~~ the Company shall hand deliver or telecopy to the ~~CAF~~ Administrative Agent a duly completed Competitive Bid ~~Request in the form of Exhibit A-1 hereto~~Request, to be received by the ~~CAF~~ Administrative Agent (i) in the case of a ~~Eurodollar~~ Eurocurrency Competitive ~~Borrowing~~Loan, not later than ~~11:00~~ 10:00 a.m., New York City time, ~~four~~five Business Days before a proposed Competitive Borrowing and (ii) in the case of a Fixed Rate Borrowing in any Local Currency, not later than 10:00 a.m., New York City time, two Business Days before a proposed Competitive Borrowing. No Base Rate or Eurodollar Rate Loan shall be requested in, or made pursuant to, a Competitive Bid Request. A Competitive Bid Request that does not conform substantially to the format of Exhibit N-1 may be rejected in the Administrative Agent's sole discretion, and the Administrative Agent shall promptly notify the Company of such rejection by telecopy. Each Competitive Bid Request shall refer to this Agreement and specify (i) the identity of the applicable Borrower and whether the Borrowing then being requested is to be a Eurocurrency Competitive Borrowing or a Fixed Rate Borrowing in a Local Currency, (ii) the requested currency of such Borrowing, which must be in Local Currency, (iii) the date of such Borrowing (which shall be a Working Day) and the aggregate principal amount thereof which shall be expressed in U.S. Dollars in an integral multiple of $100,000 and equal to or greater than $500,000, (iv) the Interest Period with respect thereto (which may not end after the Revolving Loan Maturity Date), (v) the maturity date of such Competitive Borrowing, which (1) in the case of a Fixed Rate Loan, shall be no less than seven and no more than 180 days from the requested drawdown date of such Competitive Borrowing and (2) in the case of a Eurocurrency Competitive Loan, one, two, three or six months from the requested drawdown date of such Competitive Borrowing and (vi) the location and number of the applicable Borrower's account to which funds are to be disbursed (which must comply with Section 1.04), and such Competitive Bid Request shall be signed by the Company. Promptly after its receipt of a Competitive Bid Request that is not rejected as aforesaid, the Administrative Agent shall telecopy to the Revolving Banks a Notice of Competitive Bid Request inviting the Revolving Banks to bid, on the terms and conditions of this Agreement, to make Competitive Loans. (b) Each ~~Lender invited to bid~~ Revolving Bank may, in its sole discretion, make one or more Competitive Bids to the ~~Borrower~~ Company responsive to ~~such Borrower~~the Company's Competitive Bid Request. Each Competitive Bid by a ~~Lender~~ Revolving Bank must be received by the ~~CAF~~ Administrative Agent by ~~telecopy, in the form of Exhibit A-3 hereto,~~ telecopy (i) in the case of a ~~Eurodollar~~ Eurocurrency Competitive ~~Borrowing~~Loan, not later than 9:30 a.m., New York City time, ~~three~~ four Business Days before a proposed Competitive Borrowing and (iii) in the case of a Fixed Rate ~~Borrowing~~Borrowing in any Local Currency, not later than 9:30 a.m., New York City time, ~~on the day of~~ one Business Day before a proposed Competitive Borrowing. ~~Multiple~~ A Bank may submit multiple bids ~~will be accepted by~~ to the ~~CAF~~ Administrative Agent. Competitive Bids that do not conform substantially to the format of Exhibit ~~A-3~~ M may be rejected by the ~~CAF~~ Administrative Agent, and the ~~CAF~~ Administrative Agent shall notify the ~~Lender~~ Revolving Bank making such nonconforming bid of such rejection as soon as practicable. Each Competitive Bid shall refer to this Agreement and specify (x) the principal amount (which shall be expressed in U.S. Dollars in a minimum principal amount of $~~5,000,000~~ 500,000 and in an integral multiple of $~~1,000,000~~ 100,000 and which may equal the entire principal amount of the Competitive Borrowing ~~requested by the applicable Borrower~~requested) of the Competitive Loan or Loans that the ~~Lender~~ Revolving Bank is willing to ~~make to such Borrower~~make, (y) the Competitive Bid Rate or Rates at which the ~~Lender~~ Revolving Bank is prepared to make the Competitive Loan or Loans and (z) the Interest Period and the last day thereof. If the Administrative Agent shall not have received a Competitive Bid from any ~~Lender invited~~ Bank by the time required above, such Bank shall be deemed to ~~bid shall elect~~ have elected not to make a Competitive Bid, such Lender shall so notify the CAF Agent by telecopy (I) in the case of Eurodollar Competitive Loans, not later than 9:30 a.m., New York City time, three Business Days before a proposed Competitive Borrowing, and (II) in the case of Fixed Rate Loans, not later than 9:30 a.m., New York City time, on the day of a proposed Competitive Borrowing; provided, however, that failure by any ~~Lender~~ Bank to give such notice shall not cause such ~~Lender~~ Bank to be obligated to make any Competitive Loan as part of such Competitive Borrowing. A Competitive Bid submitted by a ~~Lender~~ Revolving Bank pursuant to this paragraph (b) shall be irrevocable. (c) The ~~CAF~~ Administrative Agent shall notify the ~~Borrower~~ Company, by telecopy, of all the Competitive Bids made, the Competitive Bid Rate and the principal amount of each Competitive Loan in respect of which ~~such~~ a Competitive Bid was made and the identity of the ~~Lender~~ Revolving Bank that made each ~~such bid~~bid by 12:00 noon (i) in the case of a Eurocurrency Competitive Borrowing, four Business Days before a Competitive Borrowing and (ii) in the case of a Fixed Rate Borrowing in any Local Currency, one Business Day before a proposed Competitive Borrowing. The Administrative Agent shall send a copy of all Competitive Bids to the Company for its records as soon as practicable after completion of the bidding process set forth in this Section 1.14(C). (d) ~~A Borrower~~ The Company may in its sole ~~and absolute~~ discretion, subject only to the provisions of this paragraph (d), accept or reject any ~~or all~~ Competitive ~~Bids~~ Bid referred to in paragraph (c) above. ~~Such Borrower~~ The Company shall notify the ~~CAF~~ Administrative Agent by telephone, confirmed by telecopy (which shall be signed by the Company) in the form of a Competitive Bid Accept/Reject Letter, whether and to what extent it has decided to accept or reject any of or all the ~~bids~~ Competitive Bids referred to in paragraph (c) above not more than one hour after it shall have been notified of such Competitive Bids by the Administrative Agent pursuant to such paragraph (i) in the case of a Eurodollar Competitive Borrowing, not later than 10:30 a.m., New York City time, three Business Days before a proposed Competitive Borrowing and (i) in the case of a Fixed Rate Borrowing, not later than 10:30 a.m., New York City time, on the day of a proposed Competitive Borrowingc); provided, however, that (i) the failure ~~by such Borrower~~ of the Company to give such notice shall be deemed to be a rejection of all the ~~bids~~ Competitive Bids referred to in paragraph (c) above, (iii) ~~such Borrower~~ the Company shall not accept a ~~bid~~ Competitive Bid made at a particular Competitive Bid Rate if it has decided to reject a ~~bid~~ Competitive Bid made at a lower Competitive Bid Rate, (iiii) the aggregate amount of the Competitive Bids accepted by ~~such Borrower~~ the Company shall not exceed the principal amount specified in the Competitive Bid Request, (iiv) if ~~such Borrower~~ the Company shall accept a ~~bid~~ Competitive Bid or ~~bids~~ Competitive Bids made at a particular Competitive Bid Rate but the amount of such ~~bid~~ Competitive Bid or ~~bids~~ Competitive Bids shall cause the total amount of ~~bids~~ Competitive Bids to be accepted ~~by such Borrower~~ to exceed the amount specified in the Competitive Bid Request, then ~~such Borrower~~ the Company shall accept a portion of such ~~bid~~ Competitive Bid or ~~bids~~ Competitive Bids in an amount equal to the amount specified in the Competitive Bid Request less the amount of all other Competitive Bids accepted with respect to such Competitive Bid Request, which acceptance, in the case of multiple ~~bids~~ Competitive Bids at such Competitive Bid Rate, shall be made pro rata in accordance with the amount of each such ~~bid~~ Competitive Bid at such Competitive Bid Rate, and (iv) except pursuant to clause (iv) above, no ~~bid~~ Competitive Bid shall be accepted for a Competitive Loan unless such Competitive Loan is in a minimum principal amount the Dollar Equivalent of which is $~~5,000,000~~ 500,000, and in an integral multiple of units of the relevant Local Currency the Dollar Equivalent of which is $~~1,000,000~~100,000; provided further~~, however~~, that if a Competitive Loan must be in an amount the Dollar Equivalent of which is less than $~~5,000,000~~ 500,000 because of the provisions of clause (iv) above, such Competitive Loan may be for a minimum amount the Dollar Equivalent of which is $~~1,000,000~~ 100,000 or any integral multiple ~~thereof,~~ thereof and in calculating the pro rata allocation of acceptances of portions of multiple ~~bids~~ Competitive Bids at a particular Competitive Bid Rate pursuant to clause (iv) the amounts shall be rounded to integral multiples the Dollar Equivalent of which is $~~1,000,000~~ 100,000 in a manner which shall be in the discretion of the ~~applicable Borrower~~Company. A notice given ~~by a Borrower~~ pursuant to this paragraph (d) shall be irrevocable. (e) The ~~CAF~~ Administrative Agent shall promptly notify each bidding ~~Lender (and the Administrative Agent), by telecopy,~~ Bank whether or not its Competitive Bid has been accepted (and if so, in what amount and at ~~what~~ which Competitive Bid Rate) by telecopy, and each successful bidder will thereupon become bound, subject to the other applicable conditions hereof, to make the Competitive Loan in respect of which its ~~bid~~ Competitive Bid has been accepted. (f) No Competitive Borrowing shall be requested or made hereunder if after giving effect thereto any of the conditions applicable to Revolving Loans set forth in ~~clauses (i~~Section 1.01(A)(f) ~~through (iv) of Section 2.01~~ would not be met. (g) If ~~either~~ the Administrative ~~Agent or CAF~~ Agent shall elect to submit a Competitive Bid in its capacity as a ~~Lender~~Revolving Bank, ~~such party~~ it shall submit such ~~bid~~ Competitive Bid directly to the ~~Borrower~~ Company one quarter of an hour earlier than the latest time at which the other ~~Lenders~~ Revolving Banks are required to submit their ~~bids~~ Competitive Bids to the ~~CAF~~ Administrative Agent pursuant to paragraph (b) above. (h) Each of the Borrowers and the CAF Agent shall deliver to the Administrative Agent by telecopy copies of all notices delivered by it pursuant to this Section 2.03 at the same times such notices are delivered hereunder. All notices required by this Section ~~2.03~~ 1.14(C) shall be given in accordance with Section ~~8.01~~12.03. (i) ~~A Competitive Bid Request shall not be made within five Business Days after the date~~ The amount of any ~~previous~~ Competitive ~~Bid which was accepted~~ Loan shall be funded in the applicable Local Currency in an amount equal to the Local Currency Equivalent of the amount of such Competitive Loan expressed in U.S. Dollars as provided above, as determined by ~~a Borrower pursuant to paragraph (d) above~~the Administrative Agent.

Appears in 1 contract

Sources: Credit Agreement (Fisher Scientific International Inc)

Competitive Bid Procedure. (a) ~~In order~~ Each Lender hereby agrees, on the terms and conditions hereinafter set forth, to entertain requests from the Borrower, from time to time on any Business Day during the period from the Effective Date until the date seven (7) days prior to the Maturity Date to make Competitive Bid Loans, PROVIDED that the aggregate principal amount of all Loans outstanding at any one time owing to the Lenders shall not exceed the aggregate amount of the Commitments in effect at such time. Each Lender may, but shall have no obligation to, make such offers, and the Borrower may, but shall have no obligation to, accept any such offers in the manner set forth herein. (b) The Borrower may request Competitive ~~Bids, a Borrower shall hand deliver or telecopy to the CAF Agent~~ Bid Loans by delivering a duly completed Competitive Bid Request substantially in the form of ~~Exhibit A-1 hereto~~EXHIBIT D-1 to the Administrative Agent by facsimile transmission or by telephone, immediately confirmed by facsimile transmission, not later than 11:00 a.m. (New York City time) four (4) Business Days prior to ~~be received by~~ the ~~CAF Agent~~ proposed Borrowing Date (i) in the case of a ~~Eurodollar~~ LIBO Rate Competitive ~~Borrowing~~Bid Request), and not later than ~~11:00 a.m.,~~ 3:00 p.m. (New York City time) one (1) Business Day prior to the proposed Borrowing Date (in the case of a Fixed Rate Competitive Bid Request). A Competitive Bid Request which does not conform substantially to the form of EXHIBIT D-1 may be rejected by the Administrative Agent in the Administrative Agent's sole discretion and the Administrative Agent shall promptly notify the Borrower of such rejection by facsimile transmission or by telephone, ~~four~~immediately confirmed by facsimile transmission. Such Competitive Bid Request shall in each case refer to this Agreement and specify (i) that the Competitive Bid Borrowing is being requested pursuant to this Agreement, (ii) whether the Competitive Bid Borrowing then being requested is to be comprised of LIBO Rate Loans or Fixed Rate Loans, (iii) the proposed Borrowing Date for such Competitive Bid Borrowing (which shall be a Business Day) and the amount of such requested Competitive Bid Borrowing which shall be in a minimum principal amount of $5,000,000 and in integral multiples of $1,000,000, and (iv) the Interest Period with respect thereto (which may not end after the Maturity Date). Promptly after its receipt of a Competitive Bid Request which is not rejected as aforesaid, the Administrative Agent shall invite by telecopier the Lenders (in the form set forth in EXHIBIT D-2 attached hereto), on the terms and conditions of this Agreement, to make Competitive Bid Quotes pursuant to the Competitive Bid Request. The Borrower may request Competitive Bid Quotes for up to four separate Interest Periods in a single Competitive Bid Request, provided that each requested Competitive Bid Borrowing shall satisfy the minimum borrowing requirement set forth above. (bi) Each Lender ~~invited to bid~~ may, in its sole discretion, make one or more Competitive ~~Bids~~ Bid Quotes to the Borrower responsive to ~~such Borrower's~~ a Competitive Bid Request. Each Competitive Bid Quote by a Lender must be received by the ~~CAF~~ Administrative Agent ~~by telecopy~~via facsimile, substantially in the form of ~~Exhibit A-3~~ EXHIBIT D-3 hereto, (i1) in the case of a ~~Eurodollar~~ LIBO Rate Competitive ~~Borrowing~~Bid Loan, not later than 9:30 a.m., New York City time, three (3) Business Days before a the proposed Competitive Bid Borrowing comprised of LIBO Rate Loans and (i2) in the case of a Fixed Rate ~~Borrowing~~Loan, not later than 9:30 a.m., New York City time, on the ~~day~~ Borrowing Date of a proposed Competitive ~~Borrowing~~Bid Borrowing comprised of Fixed Rate Loans. Multiple bids will be accepted by the ~~CAF~~ Administrative Agent. Competitive ~~Bids~~ Bid Quotes that do not conform substantially to the ~~format~~ form of ~~Exhibit A-3~~ EXHIBIT D-3 may be rejected by the ~~CAF Agent~~Administrative Agent acting in consultation with the Borrower, and the ~~CAF~~ Administrative Agent shall notify the Lender making such nonconforming bid of such rejection as soon as practicable. Each Competitive Bid Quote shall refer to this Agreement and specify (x) the principal amount (which shall be in a minimum principal amount of $5,000,000 and in an integral multiple of $1,000,000 and which may equal the entire principal amount of the Competitive Bid Borrowing requested by the ~~applicable~~ Borrower) of the Competitive Bid Loan or Loans that the Lender is willing to make to ~~such~~ the Borrower, (y) the Competitive Bid Rate or Rates at which the Lender is prepared to make the Competitive Bid Loan or Loans and (z) the Interest Period and the last day thereof. If any Lender invited to bid shall elect not to make a Competitive Bid, such Lender shall so notify the CAF Agent by telecopy (I) in the case of Eurodollar Competitive Loans, not later than 9:30 a.m., New York City time, three Business Days before a proposed Competitive Borrowing, and (II) in the case of Fixed Rate Loans, not later than 9:30 a.m., New York City time, on the day of a proposed Competitive Borrowing; provided, however, that failure by any Lender to give such notice shall not cause such Lender to be obligated to make any Competitive Loan as part of such Competitive Borrowing. A Competitive Bid Quote submitted by a Lender pursuant to this paragraph (bc)(i) shall be irrevocable. (cii) The ~~CAF~~ Administrative Agent shall promptly notify the Borrower by ~~telecopy,~~ telecopy of all the Competitive ~~Bids made, the Competitive~~ Bid ~~Rate~~ Rates and the principal amount of each Competitive Bid Loan in respect of which ~~such~~ a Competitive Bid Quote was made and the identity of the Lender that made each ~~such~~ bid. The Administrative Agent shall send a copy of all Competitive Bid Quotes to the Borrower for its records as soon as practicable after completion of the bidding process set forth in this Section 2.3. (diii) ~~A Borrower may in its sole and absolute discretion, subject only to the provisions of this paragraph (d), accept or reject any or all Competitive Bids referred to in paragraph (c) above. Such~~ The Borrower shall ~~notify~~ before 10:30 a.m. (New York City time) three (3) Business Days before the CAF Agent by telephone, confirmed by telecopy in the form of a Competitive Bid Accept/Reject Letter, whether and to what extent it has decided to accept or reject any of or all the bids referred to in paragraph (c) above by (i) proposed Borrowing Date in the case of a ~~Eurodollar~~ LIBO Rate Competitive Borrowing, not later than 10:30 a.m., New York City time, three Business Days before a proposed Competitive Borrowing and (i) in the case of a Fixed Rate Borrowing, not later than 10:30 a.m., New York City time, on the day of a proposed Competitive Borrowing; provided, however, that (i) the failure by such Borrower to give such notice shall be deemed to be a rejection of all the bids referred to in paragraph (c) above, (i) such Borrower shall not accept a bid made at a particular Competitive Bid Rate if it has decided to reject a bid made at a lower Competitive Bid Rate, (i) the aggregate amount of the Competitive Bids accepted by such Borrower shall not exceed the principal amount specified in the Competitive Bid Request, (i) if such Borrower shall accept a bid or bids made at a particular Competitive Bid Rate but the amount of such bid or bids shall cause the total amount of bids to be accepted by such Borrower to exceed the amount specified in the Competitive Bid Request, then such Borrower shall accept a portion of such bid or bids in an amount equal to the amount specified in the Competitive Bid Request less the amount of all other Competitive Bids accepted with respect to such Competitive Bid Request, which acceptance, in the case of multiple bids at such Competitive Bid Rate, shall be made pro rata in accordance with the amount of each such bid at such Competitive Bid Rate, and (i) except pursuant to clause (iv) above, no bid shall be accepted for a Competitive Loan unless such Competitive Loan is in a minimum principal amount of $5,000,000 and an integral multiple of $1,000,000; provided further, however, that if a Competitive Loan must be in an amount less than $5,000,000 because of the provisions of clause (iv) above, such Competitive Loan may be for a minimum of $1,000,000 or any integral multiple thereof, and in calculating the pro rata allocation of acceptances of portions of multiple bids at a particular Competitive Bid Rate pursuant to clause (iv) the amounts shall be rounded to integral multiples of $1,000,000 in a manner which shall be in the discretion of the applicable Borrower. A notice given by a Borrower pursuant to this paragraph (d) shall be irrevocable. (e) The CAF Agent shall promptly notify each bidding Lender (and the Administrative Agent), by telecopy, whether or not its Competitive Bid has been accepted (and if so, in what amount and at what Competitive Bid Rate) and each successful bidder will thereupon become bound, subject to the other applicable conditions hereof, to make the Competitive Loan in respect of which its bid has been accepted. (f) No Competitive Borrowing shall be requested or made hereunder if after giving effect thereto any of the conditions set forth in clauses (i) through (iv) of Section 2.01 would not be met. (g) If either the Administrative Agent or CAF Agent shall elect to submit a Competitive Bid in its capacity as a Lender, such party shall submit such bid directly to the Borrower one quarter of an hour earlier than the latest time at which the other Lenders are required to submit their bids to the CAF Agent pursuant to paragraph (b) above. (h) Each of the Borrowers and the CAF Agent shall deliver to the Administrative Agent by telecopy copies of all notices delivered by it pursuant to this Section 2.03 at the same times such notices are delivered hereunder. All notices required by this Section 2.03 shall be given in accordance with Section 8.01. (i) A Competitive Bid Request shall not be made within five Business Days after the date of any previous Competitive Bid which was accepted by a Borrower pursuant to paragraph (d) above.Bid

Appears in 1 contract

Sources: Credit Agreement (Harris Corp /De/)

Competitive Bid Procedure. (a) In order to request Competitive Bids, a Borrower shall hand ~~deliver~~ deliver, telex or telecopy to ~~the CAF~~ Agent a duly completed Competitive Bid ~~Request in the form of Exhibit A-1 hereto~~Request, to be received by ~~the CAF~~ Agent not later than 12:00 noon (iDallas, Texas time), three (3) Domestic Business Days (in the case of any request for Competitive Bid Fixed Rate Loans) and five (5) Eurodollar Business Days (in the case of any request for Competitive Bid Eurodollar Loans) before the date specified for a proposed Competitive Bid Borrowing. No Competitive Bid Request shall be made with respect to any Type of Loan other than a Competitive Bid Fixed Rate Loan or a Competitive Bid Eurodollar Loan, and Competitive ~~Borrowing~~Bids shall be submitted and Competitive Bid Loans shall be made only of the Type requested in the applicable Competitive Bid Request. A Competitive Bid Request that does not conform substantially to the format of Exhibit C may be rejected at Agent's sole discretion, and Agent shall promptly notify Borrower of such rejection by telex or telecopier. Each Competitive Bid Request shall in each case refer to this Agreement and specify (x) the Borrowing date of such Competitive Bid Loans (which shall be a Domestic Business Day) and the aggregate principal amount thereof (which shall not ~~later~~ be less than ~~11:00 a.m.~~$5,000,000 and shall be an integral multiple of $100,000), ~~New York City time~~(y) whether the Competitive Bid Loans to be made pursuant thereto are to be Competitive Bid Fixed Rate Loans or Competitive Bid Eurodollar Loans, ~~four~~and (z) the Interest Period with respect thereto. Promptly after its receipt of a Competitive Bid Request that is not rejected as aforesaid, Agent shall invite by telex or telecopier (in the form set forth in Exhibit D hereto) Banks to bid, on the terms and conditions of this Agreement, to make Competitive Bid Loans pursuant to such Competitive Bid Request. (b) Each ~~Lender invited to bid~~ Bank may, in its sole discretion, make one or more Competitive Bids to ~~the~~ Borrower responsive to ~~such Borrower's~~ each Competitive Bid Request. Each Competitive Bid by a ~~Lender~~ Bank must be received by ~~the CAF~~ Agent ~~by telecopy~~via telex or telecopier, in the form of Exhibit ~~A-3~~ E hereto, not later than 10:00 a.m. (iDallas, Texas time), two (2) Domestic Business Days (in the case of a any request for Competitive Bid Fixed Rate Loans) or four (4) Eurodollar ~~Competitive Borrowing, not later than 9:30 a.m., New York City time, three~~ Business Days ~~before a proposed Competitive Borrowing and~~ (i) in the case of ~~a Fixed Rate Borrowing, not later than 9:30 a.m., New York City time, on~~ any request for Competitive Bid Eurodollar Loans) before the ~~day of~~ date specified for a proposed Competitive Bid Borrowing~~. Multiple bids will be accepted by the CAF Agent~~. Competitive Bids that do not conform substantially to the format of Exhibit ~~A-3~~ E may be rejected by ~~the CAF Agent~~Agent after conferring with, and upon the ~~CAF~~ instruction of Borrower, and Agent shall notify the ~~Lender making such nonconforming bid~~ applicable Bank of such rejection as soon as practicable. Each Competitive Bid shall refer to this Agreement and ~~specify~~ (x) specify the principal amount (which shall be in a minimum principal amount of $~~5,000,000~~ 1,000,000 and in an integral multiple of $~~1,000,000~~ 100,000 and ~~which~~ which, subject to the conditions set forth in Section 2.1, may equal the entire principal amount of the Competitive Bid Borrowing requested by ~~the applicable~~ Borrower) of the Competitive Bid Loan ~~or Loans~~ that ~~the Lender~~ Bank is willing to make to ~~such~~ Borrower, (y) specify the Competitive Bid Fixed Rate or ~~Rates~~ Competitive Bid Eurodollar Margin at which ~~the Lender~~ such Bank is prepared to make the Competitive Bid Loan ~~or Loans~~ and (z) confirm the Interest Period ~~and the last day thereof~~with respect thereto specified by Borrower in its Competitive Bid Request. If any ~~Lender invited to bid~~ Bank shall elect not to make a Competitive Bid, such ~~Lender~~ Bank shall so notify ~~the CAF~~ Agent ~~by telecopy~~ via telex not later than 10:00 a.m. (IDallas, Texas time), two (2) Domestic Business Days (in the case of any request for Competitive Bid Fixed Rate Loans) or four (4) Eurodollar ~~Competitive Loans, not later than 9:30 a.m., New York City time, three~~ Business Days ~~before a proposed Competitive Borrowing, and~~ (~~II)~~ in the case of ~~Fixed Rate~~ any request for Competitive Bid Eurodollar Loans~~, not later than 9:30 a.m., New York City time, on~~ ) before the ~~day of~~ date specified for a proposed Competitive Bid Borrowing; provided, however, that failure by any ~~Lender~~ Bank to give such notice shall not cause such ~~Lender~~ Bank to be obligated to make any Competitive Bid Loan as part of such Competitive Bid Borrowing. A Competitive Bid submitted by a ~~Lender~~ Bank pursuant to this paragraph (b) shall be irrevocable. (c) ~~The CAF~~ Agent shall promptly notify ~~the~~ Borrower and each Bank by ~~telecopy,~~ telex or telecopier of all the Competitive Bids made, the Competitive Bid Fixed Rate or Competitive Bid Eurodollar Margin and the principal amount of each Competitive Bid Loan in respect of which ~~such~~ a Competitive Bid was made and the identity of ~~the Lender~~ Bank that made each ~~such~~ bid. Agent shall send a copy of all Competitive Bids to Borrower and each Bank for their records as soon as practicable after completion of the bidding process set forth in this Section 2.2.1. (d) A Borrower may in its sole and absolute discretion, subject only to the provisions of this paragraph (d), accept or reject any or all Competitive Bids referred to in paragraph (c) above. Such Borrower shall notify the CAF Agent by telephone, confirmed by telecopy in the form of a Competitive Bid Accept/Reject Letter, whether and to what extent it has decided to accept or reject any of or all the bids referred to in paragraph (c) above by (i) in the case of a Eurodollar Competitive Borrowing, not later than 10:30 a.m., New York City time, three Business Days before a proposed Competitive Borrowing and (i) in the case of a Fixed Rate Borrowing, not later than 10:30 a.m., New York City time, on the day of a proposed Competitive Borrowing; provided, however, that (i) the failure by such Borrower to give such notice shall be deemed to be a rejection of all the bids referred to in paragraph (c) above, (i) such Borrower shall not accept a bid made at a particular Competitive Bid Rate if it has decided to reject a bid made at a lower Competitive Bid Rate, (i) the aggregate amount of the Competitive Bids accepted by such Borrower shall not exceed the principal amount specified in the Competitive Bid Request, (i) if such Borrower shall accept a bid or bids made at a particular Competitive Bid Rate but the amount of such bid or bids shall cause the total amount of bids to be accepted by such Borrower to exceed the amount specified in the Competitive Bid Request, then such Borrower shall accept a portion of such bid or bids in an amount equal to the amount specified in the Competitive Bid Request less the amount of all other Competitive Bids accepted with respect to such Competitive Bid Request, which acceptance, in the case of multiple bids at such Competitive Bid Rate, shall be made pro rata in accordance with the amount of each such bid at such Competitive Bid Rate, and (i) except pursuant to clause (iv) above, no bid shall be accepted for a Competitive Loan unless such Competitive Loan is in a minimum principal amount of $5,000,000 and an integral multiple of $1,000,000; provided further, however, that if a Competitive Loan must be in an amount less than $5,000,000 because of the provisions of clause (iv) above, such Competitive Loan may be for a minimum of $1,000,000 or any integral multiple thereof, and in calculating the pro rata allocation of acceptances of portions of multiple bids at a particular Competitive Bid Rate pursuant to clause (iv) the amounts shall be rounded to integral multiples of $1,000,000 in a manner which shall be in the discretion of the applicable Borrower. A notice given by a Borrower pursuant to this paragraph (d) shall be irrevocable. (e) The CAF Agent shall promptly notify each bidding Lender (and the Administrative Agent), by telecopy, whether or not its Competitive Bid has been accepted (and if so, in what amount and at what Competitive Bid Rate) and each successful bidder will thereupon become bound, subject to the other applicable conditions hereof, to make the Competitive Loan in respect of which its bid has been accepted. (f) No Competitive Borrowing shall be requested or made hereunder if after giving effect thereto any of the conditions set forth in clauses (i) through (iv) of Section 2.01 would not be met. (g) If either the Administrative Agent or CAF Agent shall elect to submit a Competitive Bid in its capacity as a Lender, such party shall submit such bid directly to the Borrower one quarter of an hour earlier than the latest time at which the other Lenders are required to submit their bids to the CAF Agent pursuant to paragraph (b) above. (h) Each of the Borrowers and the CAF Agent shall deliver to the Administrative Agent by telecopy copies of all notices delivered by it pursuant to this Section 2.03 at the same times such notices are delivered hereunder. All notices required by this Section 2.03 shall be given in accordance with Section 8.01. (i) A Competitive Bid Request shall not be made within five Business Days after the date of any previous Competitive Bid which was accepted by a Borrower pursuant to paragraph (d) above.2.2.1

Appears in 1 contract

Sources: Credit Agreement (Berry Petroleum Co)

Competitive Bid Procedure. (a) In order to request Competitive Bids, a the Borrower shall hand deliver or telecopy to the ~~CAF~~ Agent a duly completed Competitive Bid Request in the form of Exhibit A-1 hereto, to be received by the ~~CAF~~ Agent (i) in the case of a Eurodollar Competitive Borrowing, not later than ~~11:00~~ 10:00 a.m., New York City time, ~~four~~four Business Days before a proposed Competitive Borrowing and (ii) in the case of a Fixed Rate Borrowing, not later than 10:00 a.m., New York City time, one Business Day before a proposed Competitive Borrowing. No CD Loan or ABR Loan shall be requested in, or made pursuant to, a Competitive Bid Request. A Competitive Bid Request that does not conform substantially to the format of Exhibit A-1 may be rejected in the Agent's sole discretion, and the Agent shall promptly notify the Borrower of such rejection by telecopier. Such request shall in each case refer to this Agreement and specify (x) whether the Borrowing then being requested is to be a Eurodollar Borrowing or a Fixed Rate Borrowing, (y) the date of such Borrowing (which shall be a Business Day) and the aggregate principal amount thereof which shall be in a minimum principal amount of $25,000,000 and in an integral multiple of $1,000,000, and (z) the Interest Period with respect thereto (which may not end after the Maturity Date). Promptly after its receipt of a Competitive Bid Request that is not rejected as aforesaid, the Agent shall invite by telecopier (in the form set forth in Exhibit A-2 hereto) the Lenders to bid, on the terms and conditions of this Agreement, to make Competitive Loans pursuant to the Competitive Bid Request. (b) Each Lender ~~invited to bid~~ may, in its sole discretion, make one or more Competitive Bids to the Borrower responsive to ~~such Borrower's~~ a Competitive Bid Request. Each Competitive Bid by a Lender must be received by the ~~CAF~~ Agent ~~by telecopy~~via telecopier, in the form of Exhibit A-3 hereto, (i) in the case of a Eurodollar Competitive Borrowing, not later than 9:30 a.m., New York City time, three Business Days before a proposed Competitive Borrowing and (iii) in the case of a Fixed Rate Borrowing, not later than 9:30 a.m., New York City time, on the day of a proposed Competitive Borrowing. Multiple bids will be accepted by the ~~CAF~~ Agent. Competitive Bids that do not conform substantially to the format of Exhibit A-3 may be rejected by the ~~CAF Agent~~Agent after conferring with, and upon the instruction of, the Borrower, and the ~~CAF~~ Agent shall notify the Lender making such nonconforming bid of such rejection as soon as practicable. Each Competitive Bid shall refer to this Agreement and specify (x) the principal amount (which shall be in a minimum principal amount of $5,000,000 and in an integral multiple of $1,000,000 and which may equal the entire principal amount of the Competitive Borrowing requested by the ~~applicable~~ Borrower) of the Competitive Loan or Loans that the Lender is willing to make to ~~such~~ the Borrower, (y) the Competitive Bid Rate or Rates at which the Lender is prepared to make the Competitive Loan or Loans and (z) the Interest Period and the last day thereof. If any Lender ~~invited to bid~~ shall elect not to make a Competitive Bid, such Lender shall so notify the ~~CAF~~ Agent ~~by telecopy~~ via telecopier (I) in the case of Eurodollar Competitive Loans, not later than 9:30 a.m., New York City time, three Business Days before a proposed Competitive Borrowing, and (II) in the case of Fixed Rate Loans, not later than 9:30 a.m., New York City time, on the day of a proposed Competitive Borrowing; ~~provided~~PROVIDED, ~~however~~HOWEVER, that failure by any Lender to give such notice shall not cause such Lender to be obligated to make any Competitive Loan as part of such Competitive Borrowing. A Competitive Bid submitted by a Lender pursuant to this paragraph (b) shall be irrevocable. (c) The ~~CAF~~ Agent shall promptly notify the Borrower by ~~telecopy,~~ telecopier of all the Competitive Bids made, the Competitive Bid Rate and the principal amount of each Competitive Loan in respect of which ~~such~~ a Competitive Bid was made and the identity of the Lender that made each ~~such~~ bid. The Agent shall send a copy of all Competitive Bids to the Borrower for its records as soon as practicable after completion of the bidding process set forth in this Section 2.03. (d) A The Borrower may in its sole and absolute discretion, subject only to the provisions of this paragraph (d), accept or reject any ~~or all~~ Competitive ~~Bids~~ Bid referred to in paragraph (c) ~~above~~above (and the Competitive Bids accepted need not be in any minimum aggregate amount except as provided below in this paragraph). ~~Such~~ The Borrower shall notify the ~~CAF~~ Agent by telephone, confirmed by ~~telecopy~~ telecopier in the form of a Competitive Bid Accept/Reject ~~Letter~~Letter in the format of Exhibit A-4, whether and to what extent it has decided to accept or reject any of or all the bids referred to in paragraph (c) ~~above by~~ above, (ix) in the case of a Eurodollar Competitive Borrowing, not later than 10:30 a.m., New York City time, three Business Days before a proposed Competitive ~~Borrowing~~ Borrowing, and (iy) in the case of a Fixed Rate Borrowing, not later than 10:30 a.m., New York City time, on the day of a proposed Competitive Borrowing; ~~provided~~PROVIDED, ~~however~~HOWEVER, that (i) the failure by ~~such~~ the Borrower to give such notice shall be deemed to be a rejection of all the bids referred to in paragraph (c) above, (iii) ~~such~~ the Borrower shall not accept a bid made at a particular Competitive Bid Rate if it the Borrower has decided to reject a bid made at a lower Competitive Bid Rate, (~~i) the aggregate amount of the Competitive Bids accepted by such Borrower shall not exceed the principal amount specified in the Competitive Bid Request, (i~~iii) if ~~such~~ the Borrower shall accept a bid or bids made at a particular Competitive Bid Rate but the amount of such bid or bids shall cause the total amount of bids to be accepted by ~~such~~ the Borrower to exceed the amount ~~specified in~~ that the ~~Competitive Bid Request~~Borrower desires to borrow, then ~~such~~ the Borrower shall accept a portion of such bid or bids in an amount equal to the amount ~~specified in~~ that the ~~Competitive Bid Request~~ Borrower desires to borrow less the amount of all other Competitive Bids accepted with respect to such Competitive Bid Request, which acceptance, in the case of multiple bids at such Competitive Bid Rate, shall be made pro rata in accordance with the amount of each such bid at such Competitive Bid Rate, and (iiv) except pursuant to clause (iviii) above, no bid shall be accepted for a Competitive Loan unless such Competitive Loan is in a minimum principal amount of $5,000,000 and an integral multiple of $1,000,000; provided further, however, that if a Competitive Loan must be in an amount less than $5,000,000 because of the provisions of clause (iv) above, such Competitive Loan may be for a minimum of $1,000,000 or any integral multiple thereof, and in calculating the pro rata allocation of acceptances of portions of multiple bids at a particular Competitive Bid Rate pursuant to clause (iv) the amounts shall be rounded to integral multiples of $1,000,000 in a manner which shall be in the discretion of the applicable Borrower. A notice given by a Borrower pursuant to this paragraph (d) shall be irrevocable. (e) The CAF Agent shall promptly notify each bidding Lender (and the Administrative Agent), by telecopy, whether or not its Competitive Bid has been accepted (and if so, in what amount and at what Competitive Bid Rate) and each successful bidder will thereupon become bound, subject to the other applicable conditions hereof, to make the Competitive Loan in respect of which its bid has been accepted. (f) No Competitive Borrowing shall be requested or made hereunder if after giving effect thereto any of the conditions set forth in clauses (i) through (iv) of Section 2.01 would not be met. (g) If either the Administrative Agent or CAF Agent shall elect to submit a Competitive Bid in its capacity as a Lender, such party shall submit such bid directly to the Borrower one quarter of an hour earlier than the latest time at which the other Lenders are required to submit their bids to the CAF Agent pursuant to paragraph (b) above. (h) Each of the Borrowers and the CAF Agent shall deliver to the Administrative Agent by telecopy copies of all notices delivered by it pursuant to this Section 2.03 at the same times such notices are delivered hereunder. All notices required by this Section 2.03 shall be given in accordance with Section 8.01. (i) A Competitive Bid Request shall not be made within five Business Days after the date of any previous Competitive Bid which was accepted by a Borrower pursuant to paragraph (d) above.such

Appears in 1 contract

Sources: Five Year Revolving Credit Agreement (Goodyear Tire & Rubber Co /Oh/)

Competitive Bid Procedure. (a) ~~In order~~ Each Lender hereby agrees, on the terms and conditions hereinafter set forth, to entertain requests from the Borrower, from time to time on any Business Day during the period from the Effective Date until the date seven (7) days prior to the Maturity Date to make Competitive Bid Loans, PROVIDED that the aggregate principal amount of all Loans outstanding at any one time owing to the Lenders shall not exceed the aggregate amount of the Commitments in effect at such time. Each Lender may, but shall have no obligation to, make such offers, and the Borrower may, but shall have no obligation to, accept any such offers in the manner set forth herein. (b) The Borrower may request Competitive ~~Bids, a Borrower shall hand deliver or telecopy to the CAF Agent~~ Bid Loans by delivering a duly completed Competitive Bid Request substantially in the form of ~~Exhibit A-1 hereto~~EXHIBIT D-1 to the Administrative Agent by facsimile transmission or by telephone, immediately confirmed by facsimile transmission, not later than 11:00 a.m. (New York City time) four (4) Business Days prior to ~~be received by~~ the ~~CAF Agent~~ proposed Borrowing Date (i) in the case of a ~~Eurodollar~~ LIBO Rate Competitive ~~Borrowing~~Bid Request), and not later than ~~11:00 a.m.,~~ 3:00 p.m. (New York City time) one (1) Business Day prior to the proposed Borrowing Date (in the case of a Fixed Rate Competitive Bid Request). A Competitive Bid Request which does not conform substantially to the form of EXHIBIT D-1 may be rejected by the Administrative Agent in the Administrative Agent's sole discretion and the Administrative Agent shall promptly notify the Borrower of such rejection by facsimile transmission or by telephone, ~~four~~immediately confirmed by facsimile transmission. Such Competitive Bid Request shall in each case refer to this Agreement and specify (i) that the Competitive Bid Borrowing is being requested pursuant to this Agreement, (ii) whether the Competitive Bid Borrowing then being requested is to be comprised of LIBO Rate Loans or Fixed Rate Loans, (iii) the proposed Borrowing Date for such Competitive Bid Borrowing (which shall be a Business Day) and the amount of such requested Competitive Bid Borrowing which shall be in a minimum principal amount of $5,000,000 and in integral multiples of $1,000,000, and (iv) the Interest Period with respect thereto (which may not end after the Maturity Date). Promptly after its receipt of a Competitive Bid Request which is not rejected as aforesaid, the Administrative Agent shall invite by telecopier the Lenders (in the form set forth in EXHIBIT D-2 attached hereto), on the terms and conditions of this Agreement, to make Competitive Bid Quotes pursuant to the Competitive Bid Request. The Borrower may request Competitive Bid Quotes for up to four separate Interest Periods in a single Competitive Bid Request, provided that each requested Competitive Bid Borrowing shall satisfy the minimum borrowing requirement set forth above. (bi) Each Lender ~~invited to bid~~ may, in its sole discretion, make one or more Competitive ~~Bids~~ Bid Quotes to the Borrower responsive to ~~such Borrower's~~ a Competitive Bid Request. Each Competitive Bid Quote by a Lender must be received by the ~~CAF~~ Administrative Agent ~~by telecopy~~via facsimile, substantially in the form of ~~Exhibit A-3~~ EXHIBIT D-3 hereto, (i1) in the case of a ~~Eurodollar~~ LIBO Rate Competitive ~~Borrowing~~Bid Loan, not later than 9:30 a.m., New York City time, three (3) Business Days before a the proposed Competitive Bid Borrowing comprised of LIBO Rate Loans and (i2) in the case of a Fixed Rate ~~Borrowing~~Loan, not later than 9:30 a.m., New York City time, on the ~~day~~ Borrowing Date of a proposed Competitive ~~Borrowing~~Bid Borrowing comprised of Fixed Rate Loans. Multiple bids will be accepted by the ~~CAF~~ Administrative Agent. Competitive ~~Bids~~ Bid Quotes that do not conform substantially to the ~~format~~ form of ~~Exhibit A-3~~ EXHIBIT D-3 may be rejected by the ~~CAF Agent~~Administrative Agent acting in consultation with the Borrower, and the ~~CAF~~ Administrative Agent shall notify the Lender making such nonconforming bid of such rejection as soon as practicable. Each Competitive Bid Quote shall refer to this Agreement and specify (x) the principal amount (which shall be in a minimum principal amount of $5,000,000 and in an integral multiple of $1,000,000 and which may equal the entire principal amount of the Competitive Bid Borrowing requested by the ~~applicable~~ Borrower) of the Competitive Bid Loan or Loans that the Lender is willing to make to ~~such~~ the Borrower, (y) the Competitive Bid Rate or Rates at which the Lender is prepared to make the Competitive Bid Loan or Loans and (z) the Interest Period and the last day thereof. If any Lender invited to bid shall elect not to make a Competitive Bid, such Lender shall so notify the CAF Agent by telecopy (I) in the case of Eurodollar Competitive Loans, not later than 9:30 a.m., New York City time, three Business Days before a proposed Competitive Borrowing, and (II) in the case of Fixed Rate Loans, not later than 9:30 a.m., New York City time, on the day of a proposed Competitive Borrowing; provided, however, that failure by any Lender to give such notice shall not cause such Lender to be obligated to make any Competitive Loan as part of such Competitive Borrowing. A Competitive Bid Quote submitted by a Lender pursuant to this paragraph (bc)(i) shall be irrevocable. (cii) The ~~CAF~~ Administrative Agent shall promptly notify the Borrower by ~~telecopy,~~ telecopy of all the Competitive ~~Bids made, the Competitive~~ Bid ~~Rate~~ Rates and the principal amount of each Competitive Bid Loan in respect of which ~~such~~ a Competitive Bid Quote was made and the identity of the Lender that made each ~~such~~ bid. The Administrative Agent shall send a copy of all Competitive Bid Quotes to the Borrower for its records as soon as practicable after completion of the bidding process set forth in this Section 2.3. (diii) ~~A Borrower may in its sole and absolute discretion, subject only to the provisions of this paragraph (d), accept or reject any or all Competitive Bids referred to in paragraph (c) above. Such~~ The Borrower shall ~~notify~~ before 10:30 a.m. (New York City time) three (3) Business Days before the CAF Agent by telephone, confirmed by telecopy in the form of a Competitive Bid Accept/Reject Letter, whether and to what extent it has decided to accept or reject any of or all the bids referred to in paragraph (c) above by (i) proposed Borrowing Date in the case of a ~~Eurodollar~~ LIBO Rate Competitive ~~Borrowing, not later than~~ Bid Request and before 10:30 ~~a.m.,~~ a.m. (New York City time~~, three Business Days before a~~ ) on the proposed ~~Competitive~~ Borrowing ~~and (i)~~ Date in the case of a Fixed Rate Borrowing, not later than 10:30 a.m., New York City time, on the day of a proposed Competitive Borrowing; provided, however, that (i) the failure by such Borrower to give such notice shall be deemed to be a rejection of all the bids referred to in paragraph (c) above, (i) such Borrower shall not accept a bid made at a particular Competitive Bid ~~Rate if it has decided to reject a bid made at a lower~~ Request either, in its absolute discretion: (A) cancel such Competitive Bid ~~Rate~~Request by giving the Administrative Agent telephonic notice to that effect, ~~(i) the aggregate amount of the Competitive Bids accepted by such Borrower shall not exceed the principal amount specified~~ in which event the Competitive Bid ~~Request~~Loans requested thereby shall not be made, or (iB) ~~if such Borrower shall~~ accept ~~a bid~~ one or ~~bids~~ more of the offers made ~~at a particular Competitive Bid Rate but~~ by the amount of such bid or bids shall cause the total amount of bids to be accepted by such Borrower to exceed the amount specified in the Competitive Bid Request, then such Borrower shall accept a portion of such bid or bids in an amount equal to the amount specified in the Competitive Bid Request less the amount of all other Competitive Bids accepted with respect to such Competitive Bid Request, which acceptance, in the case of multiple bids at such Competitive Bid Rate, shall be made pro rata in accordance with the amount of each such bid at such Competitive Bid Rate, and (i) except Lenders pursuant to clause (iv) above, no bid shall be accepted for a Competitive Loan unless such Competitive Loan is in a minimum principal amount of $5,000,000 and an integral multiple of $1,000,000; provided further, however, that if a Competitive Loan must be in an amount less than $5,000,000 because of the provisions of clause (iv) above, such Competitive Loan may be for a minimum of $1,000,000 or any integral multiple thereof, and in calculating the pro rata allocation of acceptances of portions of multiple bids at a particular Competitive Bid Rate pursuant to clause (iv) the amounts shall be rounded to integral multiples of $1,000,000 in a manner which shall be in the discretion of the applicable Borrower. A notice given by a Borrower pursuant to this paragraph (d) shall be irrevocable. (e) The CAF Agent shall promptly notify each bidding Lender (and the Administrative Agent), by telecopy, whether or not its Competitive Bid has been accepted (and if so, in what amount and at what Competitive Bid Rate) and each successful bidder will thereupon become bound, subject to the other applicable conditions hereof, to make the Competitive Loan in respect of which its bid has been accepted. (f) No Competitive Borrowing shall be requested or made hereunder if after giving effect thereto any of the conditions set forth in clauses (i) ~~through~~ above by giving telephonic notice (~~iv)~~ immediately confirmed by execution and facsimile transmission of ~~Section 2.01 would not be met. (g) If either the Administrative Agent or CAF Agent shall elect to submit~~ a Competitive Bid in its capacity as a Lender, such party shall submit such bid directly to the Borrower one quarter of an hour earlier than the latest time at which the other Lenders are required to submit their bids to the CAF Agent pursuant to paragraph (bLoan Confirmation) ~~above. (h) Each of the Borrowers and the CAF Agent shall deliver~~ to the Administrative Agent ~~by telecopy copies~~ of ~~all notices delivered by it pursuant to this Section 2.03 at~~ the ~~same times such notices are delivered hereunder. All notices required by this Section 2.03 shall be given in accordance with Section 8.01. (i) A~~ amount of Competitive Bid ~~Request shall not~~ Loans to be made ~~within five Business Days after~~ to the ~~date of any previous~~ Borrower and the Competitive Bid ~~which was~~ Quotes accepted by a the Borrower ~~pursuant to paragraph (d) above.~~with respect thereto; PROVIDED THAT, the Borrower may not accept offers for Competitive Bid Loans in an aggregate principal amount in excess of the maximum principal amount requested in the related Competitive Bid Request;

Appears in 1 contract

Sources: Credit Agreement (Harris Corp /De/)

Competitive Bid Procedure. ~~(a) In order to request Competitive Bids,~~ The Agent shall notify the Lenders of its receipt of a ~~Borrower shall hand deliver or telecopy to the CAF Agent a duly completed~~ Competitive Bid Request by 12:00 noon, Pittsburgh, Pennsylvania, time, on the date of receipt of the applicable Competitive Bid Request and the contents thereof and invite the Lenders to submit Competitive Bids in response thereto pursuant to the form of the Invitation for Competitive Bid Quotes attached hereto in the form of Exhibit ~~A-1 hereto, to be received by the CAF Agent (i) in the case of a Eurodollar Competitive Borrowing, not later than 11:00 a.m., New York City time, four (b)~~ H. Each Lender ~~invited to bid~~ may, in its sole discretion, make ~~one or more~~ up to two (2) Competitive Bids to the Borrower ~~responsive~~ in response to ~~such Borrower's~~ a Competitive Bid Request. Each Competitive Bid ~~by a Lender~~ must be in the form of the Competitive Bid Quote attached hereto in the form of Exhibit I and must be received by the ~~CAF~~ Agent ~~by telecopy~~not earlier than 9:00 a.m., ~~in the form of Exhibit A-3 hereto~~Pittsburgh, ~~(i) in the case of a Eurodollar Competitive Borrowing~~Pennsylvania, time, and not later than 9:30 a.m., ~~New York City~~ Pittsburgh, Pennsylvania, time, three (3) Business Days ~~before~~ prior to the proposed date of the requested Competitive Bid Loan; provided, however, that should the Agent, in its capacity as a ~~proposed~~ Lender, desire to submit a Competitive ~~Borrowing~~ Bid, it shall notify the Borrower of its Competitive Bid and ~~(i) in~~ the ~~case of a Fixed Rate Borrowing,~~ terms thereof not later than ~~9:30~~ 8:30 a.m., ~~New York City~~ Pittsburgh, Pennsylvania, time, on the day specified for submitting Competitive Bids. A Lender may offer to make all or part of ~~a proposed~~ the requested Competitive ~~Borrowing. Multiple bids will be accepted by the CAF Agent.~~ Bid Loan and may submit up to two (2) Competitive Bids ~~that do not conform substantially~~ in response to a Competitive Bid Request. Any Competitive Bid must specify (A) the ~~format of Exhibit A-3 may be rejected by~~ particular Competitive Bid Request as to which the ~~CAF Agent,~~ Competitive Bid is submitted and the ~~CAF Agent shall notify the Lender making such nonconforming bid~~ proposed date of such ~~rejection as soon as practicable. Each~~ Competitive Bid ~~shall refer to this Agreement and specify~~ Loan, (xB) the principal amount (which shall be ~~in a minimum principal amount of~~ not less than $5,000,000 and ~~in an~~ integral ~~multiple~~ multiples of $~~1,000,000 and which may equal~~ 100,000 in excess thereof or greater than the ~~entire principal~~ amount of ~~the~~ Competitive ~~Borrowing requested by the applicable Borrower~~Bid Loan requested) of the requested Competitive Bid Loan ~~or Loans that~~ as to which the Lender is willing to ~~make to such Borrower~~make, (yC) the ~~Competitive~~ LIBOR Bid ~~Rate or Rates at which the Lender is prepared to make the Competitive Loan or Loans~~ Margin offered and ~~(z)~~ the Interest Period applicable thereto. Subject to Sections 3.1 and ~~the last day thereof. If any Lender invited to bid shall elect not to make~~ 3.5, a Competitive Bid, such Lender shall so notify the CAF Agent by telecopy (I) in the case of Eurodollar Competitive Loans, not later than 9:30 a.m., New York City time, three Business Days before a proposed Competitive Borrowing, and (II) in the case of Fixed Rate Loans, not later than 9:30 a.m., New York City time, on the day of a proposed Competitive Borrowing; provided, however, that failure by any Lender to give such notice shall not cause such Lender to be obligated to make any Competitive Loan as part of such Competitive Borrowing. A Competitive Bid submitted by a Lender ~~pursuant to this paragraph (b)~~ in accordance with the provisions hereof shall be irrevocable~~. (c) The CAF Agent shall notify the Borrower by telecopy, of all the Competitive Bids made, the~~ . Any Competitive Bid ~~Rate and~~ shall be disregarded if it (1) is received after the ~~principal amount of each Competitive Loan in respect of which such Competitive Bid was made and the identity of the Lender that made each such bid~~ applicable time specified above, (d2) A Borrower may in its sole and absolute discretion, subject only to the provisions of this paragraph (d), accept or reject any or all Competitive Bids referred to in paragraph (c) above. Such Borrower shall notify the CAF Agent by telephone, confirmed by telecopy is not substantially in the form of a Competitive Bid ~~Accept/Reject Letter~~as specified herein, ~~whether and~~ (3) contains qualifying, conditional or similar language, (4) proposes terms other than or in addition to ~~what extent it has decided to accept or reject any of or all the bids referred to in paragraph (c) above by (i)~~ those set forth in the case of a Eurodollar Competitive Borrowing, not later than 10:30 a.m., New York City time, three Business Days before a proposed Competitive Borrowing and (i) in the case of a Fixed Rate Borrowing, not later than 10:30 a.m., New York City time, on the day of a proposed Competitive Borrowing; provided, however, that (i) the failure by such Borrower to give such notice shall be deemed to be a rejection of all the bids referred to in paragraph (c) above, (i) such Borrower shall not accept a bid made at a particular Competitive Bid Rate if it has decided to reject a bid made at a lower Competitive Bid Rate, (i) the aggregate amount of the Competitive Bids accepted by such Borrower shall not exceed the principal amount specified in the applicable Competitive Bid Request, or (i5) if such Borrower shall accept a bid or bids made at a particular Competitive Bid Rate but the amount of such bid or bids shall cause the total amount of bids to be accepted by such Borrower to exceed the amount specified in the Competitive Bid Request, then such Borrower shall accept a portion of such bid or bids in an amount equal to the amount specified in the Competitive Bid Request less the amount of all other Competitive Bids accepted with respect is otherwise not responsive to such Competitive Bid Request, which acceptance, in the case of multiple bids at such Competitive Bid Rate, shall be made pro rata in accordance with the amount of each such bid at such Competitive Bid Rate, and (i) except pursuant to clause (iv) above, no bid shall be accepted for a Competitive Loan unless such Competitive Loan is in a minimum principal amount of $5,000,000 and an integral multiple of $1,000,000; provided further, however, that if a Competitive Loan must be in an amount less than $5,000,000 because of the provisions of clause (iv) above, such Competitive Loan . Any Lender may be for a minimum of $1,000,000 or any integral multiple thereof, and in calculating the pro rata allocation of acceptances of portions of multiple bids at a particular Competitive Bid Rate pursuant to clause (iv) the amounts shall be rounded to integral multiples of $1,000,000 in a manner which shall be in the discretion of the applicable Borrower. A notice given by a Borrower pursuant to this paragraph (d) shall be irrevocable. (e) The CAF Agent shall promptly notify each bidding Lender (and the Administrative Agent), by telecopy, whether or not its Competitive Bid has been accepted (and if so, in what amount and at what Competitive Bid Rate) and each successful bidder will thereupon become bound, subject to the other applicable conditions hereof, to make the Competitive Loan in respect of which its bid has been accepted. (f) No Competitive Borrowing shall be requested or made hereunder if after giving effect thereto any of the conditions set forth in clauses (i) through (iv) of Section 2.01 would not be met. (g) If either the Administrative Agent or CAF Agent shall elect to submit correct a Competitive Bid ~~in its capacity~~ containing a manifest error by submitting a corrected Competitive Bid (identified as ~~a Lender, such party shall submit such bid directly to the Borrower one quarter of an hour earlier~~ such) not later than the ~~latest~~ applicable time ~~at which the other Lenders are required to submit their bids to the CAF Agent pursuant to paragraph (b) above. (h) Each~~ requested for submission of Competitive Bids. Any such submission of a corrected Competitive Bid shall constitute a revocation of the Borrowers and the CAF Agent shall deliver to the Administrative Agent by telecopy copies of all notices delivered by it pursuant to this Section 2.03 at the same times such notices are delivered hereunder. All notices required by this Section 2.03 shall be given in accordance with Section 8.01. (i) A Competitive Bid ~~Request~~ that contained the manifest error. The Agent may, but shall not be ~~made within five Business Days after the date~~ required to, notify any Lender of any ~~previous~~ manifest error it detects in such Lender's Competitive ~~Bid which was accepted by a Borrower pursuant to paragraph (d) above~~Bid.

Appears in 1 contract

Sources: Credit Agreement (Eastgroup Properties Inc)

Competitive Bid Procedure. (a) In order to request Competitive Bids, a Borrower shall hand deliver or ~~telecopy~~ send by facsimile transmission to the ~~CAF~~ Administrative Agent a duly completed Competitive Bid ~~Request in the form of Exhibit A-1 hereto~~Request, to be received by the ~~CAF~~ Administrative Agent (i) in the case of a ~~Eurodollar~~ Eurocurrency Competitive Borrowing, not later than ~~11:00~~ 10:00 a.m., New York City time, ~~four~~five Business Days before the Borrowing Date specified for a proposed Competitive Borrowing, and (ii) in the case of a Fixed Rate Borrowing, not later than 10:00 a.m., New York City time, one Business Day before the Borrowing Date specified for a proposed Competitive Borrowing. No Committed Loan shall be requested in or made pursuant to a Competitive Bid Request. A Competitive Bid Request that does not conform substantially to the format of Exhibit 2.03(A) may be rejected at the Administrative Agent's sole discretion (to the extent permitted by law), and the Administrative Agent shall promptly notify the Borrower requesting such Competitive Bid of such rejection by facsimile transmission. Each Competitive Bid Request shall in each case refer to this Agreement and specify (x) whether the Competitive Borrowing then being requested is to be a Eurocurrency Competitive Borrowing or a Fixed Rate Borrowing, (y) the Borrowing Date of such Competitive Borrowing (which shall be a Business Day) and the currency and the aggregate principal amount thereof (which shall be in a minimum principal amount of $5,000,000 or the Foreign Currency Equivalent of such amount and in an integral multiple of $1,000,000, or 100,000 units of the applicable Foreign Currency, as the case may be), and (z) the Interest Period with respect thereto. Promptly after its receipt of a Competitive Bid Request that is not rejected as aforesaid, the Administrative Agent shall invite by facsimile transmission (in substantially the form set forth in Exhibit 2.03(B)) the Banks to bid, on the terms and conditions of this Agreement, to make Competitive Loans pursuant to such Competitive Bid Request. Notwithstanding the foregoing, the Administrative Agent shall have no obligation to invite any Bank to make a Competitive Bid pursuant to this Section 2.02(a) until such Bank has delivered a properly completed Administrative Questionnaire to the Administrative Agent. (b) ~~Each Lender invited to bid~~ On and after the Effective Date, each Bank may, in its sole discretion, make one or more Competitive Bids ~~to the Borrower~~ responsive to ~~such Borrower's~~ each Competitive Bid ~~Request~~Request of a Borrower. Each Competitive Bid by a ~~Lender~~ Bank must be received by the ~~CAF~~ Administrative Agent ~~by telecopy~~via facsimile transmission, in the form of Exhibit ~~A-3 hereto~~2.03(C), (i) in the case of a ~~Eurodollar~~ Eurocurrency Competitive Borrowing, not later than ~~9:30 a.m.~~2:00 p.m., New York City time, ~~three~~ four Business Days before the Borrowing Date specified for a proposed Competitive Borrowing and (iii) in the case of a Fixed Rate Borrowing, not later than ~~9:30~~ 10:00 a.m., New York City time, on the ~~day of~~ Borrowing Date specified for a proposed Competitive Borrowing~~. Multiple bids will be accepted by the CAF Agent~~. Competitive Bids that do not conform substantially to the format of Exhibit ~~A-3~~ 2.03(C) may be rejected by the ~~CAF Agent~~Administrative Agent after conferring with, and upon the instruction of, the Borrower requesting such Competitive Bid, and the ~~CAF~~ Administrative Agent shall notify the ~~Lender making such nonconforming bid~~ applicable Bank of such rejection as soon as practicable. Each Competitive Bid shall refer to this Agreement and ~~specify~~ (x) specify the principal amount (which shall be in a minimum principal amount of $5,000,000 or the Foreign Currency Equivalent of such amount and in an integral multiple of $1,000,000 or 100,000 units of the applicable Foreign Currency, as the case may be, and which may equal the entire aggregate principal amount of the Competitive Borrowing requested by the ~~applicable Borrower~~Borrower requesting such Competitive Bid, irrespective of such Bank's Commitment) of the Competitive Loan ~~or Loans~~ that the ~~Lender~~ applicable Bank is willing to make to such Borrower, (y) specify the Competitive Bid Rate or Rates at which ~~the Lender~~ such Bank is prepared to make the Competitive Loan or Loans and (z) confirm the Interest Period ~~and the last day thereof~~with respect thereto specified by such Borrower in its Competitive Bid Request. If any ~~Lender invited to bid~~ Bank shall elect not to make a Competitive Bid, such ~~Lender~~ Bank shall so notify the ~~CAF~~ Administrative Agent by ~~telecopy~~ facsimile transmission (IA) in the case of ~~Eurodollar~~ Eurocurrency Competitive Loans, not later than ~~9:30 a.m.~~2:00 p.m., New York City time, ~~three~~ four Business Days before the Borrowing Date specified for a proposed Competitive Borrowing, and (IIB) in the case of Fixed Rate Loans, not later than ~~9:30~~ 10:00 a.m., New York City time, on the ~~day of~~ Borrowing Date specified for a proposed Competitive Borrowing; provided, however, that failure by any ~~Lender~~ Bank to give such notice shall not cause such ~~Lender~~ Bank to be obligated to make any Competitive Loan as part of such Competitive ~~Borrowing~~Borrowing or subject such Bank to any other liability hereunder. A Competitive Bid submitted by a ~~Lender~~ Bank pursuant to this paragraph (b) shall be irrevocable. (c) The ~~CAF~~ Administrative Agent shall promptly notify the Borrower requesting such Competitive Bid by ~~telecopy,~~ facsimile transmission of all the Competitive Bids made, the Competitive Bid Rate and the maximum principal amount of each Competitive Loan in respect of which ~~such~~ a Competitive Bid was made and the identity of the ~~Lender~~ Bank that made each such ~~bid~~Competitive Bid. The Administrative Agent shall send a copy of all Competitive Bids to such Borrower for its records as soon as practicable after completion of the bidding process set forth in this Section 2.03. (d) A Borrower may in its sole and absolute discretion, subject only to the provisions of this ~~paragraph (d~~Section 2.03(d), accept or reject any ~~or all~~ Competitive ~~Bids~~ Bid referred to in ~~paragraph (c) above~~Section 2.03(c). Such Borrower shall notify the ~~CAF~~ Administrative Agent by telephone, confirmed by ~~telecopy in the form of a Competitive Bid Accept/Reject Letter~~facsimile transmission, whether and to what extent it has decided to accept or reject any of or all of the ~~bids~~ Competitive Bids referred to in ~~paragraph (c) above by~~ Section 2.03(c), (i) in the case of a ~~Eurodollar~~ Eurocurrency Competitive Borrowing, not later than ~~10:30~~ 10:00 a.m., New York City time, three Business Days before the Borrowing Date specified for a proposed Competitive Borrowing and (iii) in the case of a Fixed Rate Borrowing, not later than ~~10:30 a.m.~~noon, New York City time, on the ~~day of~~ Borrowing Date specified for a proposed Competitive Borrowing; , provided, however, ~~that~~ (iA) the failure by ~~such~~ a Borrower to ~~give such notice~~ accept or reject any Competitive Bid referred to in Section 2.03(c) shall be deemed to be a rejection of ~~all the bids referred to in paragraph (c) above~~such Competitive Bid, (iB) ~~such~~ no Borrower shall ~~not~~ accept a ~~bid~~ Competitive Bid made at a particular Competitive Bid Rate if it such Borrower has decided to reject a ~~bid~~ Competitive Bid made at a lower Competitive Bid Rate, (iC) the aggregate amount of the Competitive Bids accepted by ~~such~~ a Borrower shall not exceed the principal amount specified in the related Competitive Bid Request, (iD) if ~~such~~ a Borrower shall accept a ~~bid~~ Competitive Bid or ~~bids~~ Bids made at a particular Competitive Bid Rate but the amount of such ~~bid~~ Competitive Bid or ~~bids~~ Bids shall cause the total amount of ~~bids~~ Competitive Bids to be accepted by such Borrower to exceed the amount specified in the Competitive Bid Request, then such Borrower shall accept a portion of such ~~bid~~ Competitive Bid or ~~bids~~ Bids in an amount equal to the amount specified in the Competitive Bid Request less the amount of all other Competitive Bids accepted with respect to such Competitive Bid Request, which acceptance, in the case of multiple ~~bids~~ Competitive Bids at such Competitive Bid Rate, shall be made pro rata in accordance with the amount of each such ~~bid~~ Competitive Bid at such Competitive Bid Rate, and (iE) except pursuant to clause (ivD) above, no ~~bid~~ Competitive Bid shall be accepted for a Competitive Loan unless such Competitive Loan is in a minimum principal amount of $5,000,000 because of the provisions of clause (D) above, or the Foreign Currency Equivalent of such amount and an integral multiple of $~~1,000,000~~1,000,000 or 100,000 units of the applicable Foreign Currency, as the case may be; provided further, however, that if a Competitive Loan must be in an amount less than $~~5,000,000 because of the provisions of clause (iv) above~~5,000,000, such Competitive Loan may be for a minimum of $1,000,000 or 100,000 units of the applicable Foreign Currency, as the case may be, or any integral multiple thereof, and in calculating the pro rata allocation of acceptances of or portions of multiple ~~bids~~ Competitive Bids at a particular Competitive Bid Rate pursuant to clause (ivD) the amounts shall be rounded to integral multiples of $1,000,000 or 100,000 units of the applicable Foreign Currency, as the case may be, in a manner which shall be in the discretion of ~~the applicable~~ such Borrower. A notice given by a Borrower pursuant to this ~~paragraph (d~~Section 2.03(d) shall be irrevocable. (e) The ~~CAF~~ Administrative Agent shall promptly notify each ~~bidding Lender (and the Administrative Agent), by telecopy,~~ Bank making a Competitive Bid whether or not its Competitive Bid ~~has~~ or corresponding Competitive Bids have been accepted (and if so, in what amount and at what Competitive Bid Rate) by facsimile transmission sent by the Administrative Agent, and each successful bidder will thereupon become bound, subject to the other applicable conditions hereof, to make the Competitive Loan in respect of which its ~~bid~~ Competitive Bid has been accepted. After completing the notifications referred to in the immediately preceding sentence, the Administrative Agent shall notify each Bank of the aggregate principal amount of all Competitive Bids accepted. (f) ~~No Competitive Borrowing~~ The Administrative Agent shall ~~be requested or made hereunder if after giving effect thereto any~~ notify each Bank of ~~the conditions set forth in clauses~~ (i) ~~through~~ the IBO Rate applicable to any Eurocurrency Competitive Loan to be made by such Bank pursuant to a Competitive Bid that has been accepted by a Borrower pursuant to Section 2.03(d), and (ivii) the sum of ~~Section 2.01 would not be met~~the applicable IBO Rate plus the Margin bid by such Bank. (g) A Competitive Bid Request shall not be made within five Business Days of the date after the date of any previous Competitive Bid Request, unless the Company and the Administrative Agent shall mutually agree otherwise and notice of such agreement shall have been given to the Banks. (h) If ~~either~~ the Administrative Agent or ~~CAF~~ any Affiliate of the Administrative Agent shall at any time be a Bank with a Commitment hereunder and shall elect to submit a Competitive Bid in its capacity as a ~~Lender~~Bank, ~~such party~~ it shall submit such ~~bid~~ Competitive Bid directly to the Borrower requesting such Competitive Bid one quarter of an hour earlier than the latest time at which the other ~~Lenders~~ Banks are required to submit their ~~bids~~ Competitive Bids to the ~~CAF~~ Administrative Agent pursuant to paragraph (b) above. (hi) Each of the Borrowers and the CAF Agent shall deliver to the Administrative Agent by telecopy copies of all notices delivered by it pursuant to this Section 2.03 at the same times such notices are delivered hereunder. All notices required by this Section 2.03 shall be given in accordance with Section ~~8.01~~9.02. (ij) A Competitive Loans may be made in Foreign Currencies to the extent requested in any Competitive Bid ~~Request~~ Request. Competitive Bids denominated in a Foreign Currency shall not be made ~~within five Business Days after~~ pursuant to a Foreign Currency Addendum. With respect to any such Competitive Loans, the ~~date~~ Company, and the Administrative Agent may from time to time agree to modifications of ~~any previous~~ the procedures set forth in Section 2.02(b), Section 2.02(c) and this Section 2.03 (other than Section 2.03(h)) applicable thereto, and such modifications shall be set forth in the applicable Competitive Bid ~~which was accepted by a Borrower pursuant to paragraph (d) above~~Request.

Appears in 1 contract

Sources: Competitive Advance and Revolving Credit Facility Agreement (Service Corporation International)

Competitive Bid Procedure. (a) In order to request Competitive Bids, a Borrower shall hand ~~deliver~~ deliver, telex or telecopy to ~~the CAF~~ Agent a duly completed Competitive Bid ~~Request in the form of Exhibit A-1 hereto~~Request, to be received by ~~the CAF~~ Agent ~~(i) in the case of a Eurodollar Competitive Borrowing,~~ not later than ~~11:00 a.m.~~12:00 noon (Dallas, ~~New York City~~ Texas time), ~~four~~three (3) Business Days before the date specified for a proposed Competitive Bid Borrowing. No Base Rate Loan or Eurodollar Loan shall be requested, or made pursuant to, a Competitive Bid Request. A Competitive Bid Request that does not conform substantially to the format of Exhibit C may be rejected at Agent's sole discretion, and Agent shall promptly notify Borrower of such rejection by telex or telecopier. Each Competitive Bid Request shall in each case refer to this Agreement and specify (y) the Borrowing date of such Competitive Bid Loans (which shall be a Domestic Business Day) and the aggregate principal amount thereof (which shall not be less than $5,000,000 or greater than the Competitive Bid Availability on such Borrowing date and shall be an integral multiple of $100,000) and (z) the Interest Period with respect thereto. Promptly after its receipt of a Competitive Bid Request that is not rejected as aforesaid, Agent shall invite by telex or telecopier (in the form set forth in Exhibit D hereto) Banks to bid, on the terms and conditions of this Agreement, to make Competitive Bid Loans pursuant to such Competitive Bid Request. (b) Each ~~Lender invited to bid~~ Bank may, in its sole discretion, make one or more Competitive Bids to ~~the~~ Borrower responsive to ~~such Borrower's~~ each Competitive Bid Request. Each Competitive Bid by a ~~Lender~~ Bank must be received by ~~the CAF~~ Agent ~~by telecopy~~via telex or telecopier, in the form of Exhibit ~~A-3~~ E hereto~~, (i) in the case of a Eurodollar Competitive Borrowing~~, not later than ~~9:30 a.m.~~10:00 a.m. (Dallas, ~~New York City~~ Texas time), ~~three~~ two (2) Domestic Business Days before the date specified for a proposed Competitive ~~Borrowing and (i) in the case of a Fixed Rate~~ Bid Borrowing~~, not later than 9:30 a.m., New York City time, on the day of a proposed Competitive Borrowing. Multiple bids will be accepted by the CAF Agent~~. Competitive Bids that do not conform substantially to the format of Exhibit ~~A-3~~ E may be rejected by ~~the CAF Agent~~Agent after conferring with, and upon the ~~CAF~~ instruction of Borrower, and Agent shall notify ~~the Lender making such nonconforming bid~~ Bank of such rejection as soon as practicable. Each Competitive Bid shall refer to this Agreement and ~~specify~~ (x) specify the principal amount (which shall be in a minimum principal amount of $~~5,000,000~~ 1,000,000 and in an integral multiple of $~~1,000,000~~ 100,000 and ~~which~~ which, subject to the conditions set forth in Section 2.1, may equal the entire principal amount of the Competitive Bid Borrowing requested by ~~the applicable~~ Borrower) of the Competitive Bid Loan ~~or Loans~~ that ~~the Lender~~ Bank is willing to make to ~~such~~ Borrower, (y) specify the Competitive Bid Rate ~~or Rates~~ at which ~~the Lender~~ Bank is prepared to make the Competitive Bid Loan ~~or Loans~~ and (z) confirm the Interest Period ~~and the last day thereof. If any Lender invited to bid shall elect not to make a Competitive Bid, such Lender shall so notify the CAF Agent~~ with respect thereto specified by ~~telecopy (I)~~ Borrower in the case of Eurodollar Competitive Loans, not later than 9:30 a.m., New York City time, three Business Days before a proposed Competitive Borrowing, and (II) in the case of Fixed Rate Loans, not later than 9:30 a.m., New York City time, on the day of a proposed Competitive Borrowing; provided, however, that failure by any Lender to give such notice shall not cause such Lender to be obligated to make any Competitive Loan as part of such Competitive Borrowing. A its Competitive Bid ~~submitted by a Lender pursuant to this paragraph (b) shall be irrevocable.~~Request. If (c) ~~The CAF~~ Agent shall promptly notify ~~the~~ Borrower and each Bank by ~~telecopy,~~ telex or telecopier of all the Competitive Bids made, the Competitive Bid Rate and the principal amount of each Competitive Bid Loan in respect of which ~~such~~ a Competitive Bid was made and the identity of ~~the Lender~~ Bank that made each ~~such~~ bid. Agent shall send a copy of all Competitive Bids to Borrower and each Bank for their records as soon as practicable after completion of the bidding process set forth in this Section 2.2.1. (d) A Borrower may in its sole and absolute discretion, subject only to the provisions of this paragraph (d), accept or reject any or all Competitive Bids referred to in paragraph (c) above. Such Borrower shall notify the CAF Agent by telephone, confirmed by telecopy in the form of a Competitive Bid Accept/Reject Letter, whether and to what extent it has decided to accept or reject any of or all the bids referred to in paragraph (c) above by (i) in the case of a Eurodollar Competitive Borrowing, not later than 10:30 a.m., New York City time, three Business Days before a proposed Competitive Borrowing and (i) in the case of a Fixed Rate Borrowing, not later than 10:30 a.m., New York City time, on the day of a proposed Competitive Borrowing; provided, however, that (i) the failure by such Borrower to give such notice shall be deemed to be a rejection of all the bids referred to in paragraph (c) above, (i) such Borrower shall not accept a bid made at a particular Competitive Bid Rate if it has decided to reject a bid made at a lower Competitive Bid Rate, (i) the aggregate amount of the Competitive Bids accepted by such Borrower shall not exceed the principal amount specified in the Competitive Bid Request, (i) if such Borrower shall accept a bid or bids made at a particular Competitive Bid Rate but the amount of such bid or bids shall cause the total amount of bids to be accepted by such Borrower to exceed the amount specified in the Competitive Bid Request, then such Borrower shall accept a portion of such bid or bids in an amount equal to the amount specified in the Competitive Bid Request less the amount of all other Competitive Bids accepted with respect to such Competitive Bid Request, which acceptance, in the case of multiple bids at such Competitive Bid Rate, shall be made pro rata in accordance with the amount of each such bid at such Competitive Bid Rate, and (i) except pursuant to clause (iv) above, no bid shall be accepted for a Competitive Loan unless such Competitive Loan is in a minimum principal amount of $5,000,000 and an integral multiple of $1,000,000; provided further, however, that if a Competitive Loan must be in an amount less than $5,000,000 because of the provisions of clause (iv) above, such Competitive Loan may be for a minimum of $1,000,000 or any integral multiple thereof, and in calculating the pro rata allocation of acceptances of portions of multiple bids at a particular Competitive Bid Rate pursuant to clause (iv) the amounts shall be rounded to integral multiples of $1,000,000 in a manner which shall be in the discretion of the applicable Borrower. A notice given by a Borrower pursuant to this paragraph (d) shall be irrevocable. (e) The CAF Agent shall promptly notify each bidding Lender (and the Administrative Agent), by telecopy, whether or not its Competitive Bid has been accepted (and if so, in what amount and at what Competitive Bid Rate) and each successful bidder will thereupon become bound, subject to the other applicable conditions hereof, to make the Competitive Loan in respect of which its bid has been accepted. (f) No Competitive Borrowing shall be requested or made hereunder if after giving effect thereto any of the conditions set forth in clauses (i) through (iv) of Section 2.01 would not be met. (g) If either the Administrative Agent or CAF Agent shall elect to submit a Competitive Bid in its capacity as a Lender, such party shall submit such bid directly to the Borrower one quarter of an hour earlier than the latest time at which the other Lenders are required to submit their bids to the CAF Agent pursuant to paragraph (b) above. (h) Each of the Borrowers and the CAF Agent shall deliver to the Administrative Agent by telecopy copies of all notices delivered by it pursuant to this Section 2.03 at the same times such notices are delivered hereunder. All notices required by this Section 2.03 shall be given in accordance with Section 8.01. (i) A Competitive Bid Request shall not be made within five Business Days after the date of any previous Competitive Bid which was accepted by a Borrower pursuant to paragraph (d) above.2.2.1

Appears in 1 contract

Sources: Credit Agreement (Berry Petroleum Co)

Competitive Bid Procedure. (a) In order to request ~~Competitive Bids~~a CAF Advance, a the Borrower shall ~~hand~~ deliver ~~or telecopy~~ to the ~~CAF~~ Administrative Agent a ~~duly completed Competitive Bid Request~~ written notice in the form of Exhibit ~~A-1 hereto~~E, attached hereto (a "Competitive Bid Request"), to be received by the ~~CAF~~ Administrative Agent (i) in the case of a each CAF Eurodollar ~~Competitive Borrowing~~Rate Advance, not later than 3:00 P.M. (New York City time), four (4) Business Days before the Borrowing Date specified for such CAF Eurodollar Rate Advance and (ii) in the case of each Fixed Rate Advance, not later than 11:00 ~~a.m.,~~ A.M. (New York City time), ~~four~~one (1) Business Day before the Borrowing Date specified for such Fixed Rate Advance. Each Competitive Bid Request shall in each case refer to this Agreement and specify (i) the date of Borrowing of such CAF Advances (which shall be a Business Day), (ii) the aggregate principal amount thereof, (iii) whether the CAF Advances then being requested are to be CAF Eurodollar Rate Advances or Fixed Rate Advances, (iv) the maturity date for each CAF Advance requested to be made and (v) the interest payment dates for each CAF Advance requested to be made. The Administrative Agent shall promptly notify each Lender by telex or facsimile transmission of the contents of each Competitive Bid Request received by it. Each Competitive Bid Request may solicit bids for CAF Advances in an aggregate principal amount of $5,000,000 or an integral multiple of $1,000,000 in excess thereof and for not more than three alternative maturity dates for such CAF Advances. The maturity date for each CAF Advance shall be not less than 15 days nor more than 180 days after the applicable date of CAF Borrowing (and in any event shall not extend beyond the Termination Date). (b) Each Lender ~~invited to bid~~ may, in its sole discretion, irrevocably offer to make one or more ~~Competitive Bids~~ CAF Advances to the Borrower responsive to ~~such Borrower's~~ each Competitive Bid ~~Request~~Request from the Borrower. ~~Each Competitive Bid~~ Any such irrevocable offer by a Lender must be received by the ~~CAF Agent by telecopy~~Administrative Agent, in the form of Exhibit ~~A-3 hereto~~F hereto (a "Competitive Bid"), (i) in the case of a each CAF Eurodollar ~~Competitive Borrowing~~Rate Advance, not later than 10:30 A.M. (New York City time), three (3) Business Days before the Borrowing Date specified for such CAF Eurodollar Rate Advance and (ii) in the case of each Fixed Rate Advance, not later than 9:30 ~~a.m.,~~ A.M. (New York City time~~, three Business Days before a proposed Competitive~~ ) on the Borrowing ~~and (i) in the case of a~~ Date specified for such Fixed Rate ~~Borrowing, not later than 9:30 a.m., New York City time, on the day of a proposed Competitive Borrowing. Multiple bids will be accepted by the CAF Agent~~Advance. Competitive Bids that do not conform substantially to the format of Exhibit ~~A-3~~ F may be rejected by the ~~CAF Agent~~Administrative Agent after conferring with, and upon the instruction of, the Borrower, and the ~~CAF~~ Administrative Agent shall notify the Lender ~~making such nonconforming bid~~ of such rejection as soon as practicable. Each Competitive Bid shall refer to this Agreement and (i) specify ~~(x)~~ the maximum principal amount of CAF Advances for each maturity date (which shall be in ~~a minimum~~ an aggregate principal amount of not less than $5,000,000 ~~and in~~ or an integral multiple of $1,000,000 in excess thereof and which may ~~equal~~ equal, but not exceed, the ~~entire~~ principal amount requested for such maturity date by the Borrower) and the aggregate maximum principal amount of ~~the Competitive Borrowing requested by the applicable Borrower~~CAF Advances for all maturity dates (which amount, with respect to any Lender, may exceed such Lender's Commitment) ~~of the Competitive Loan or Loans~~ that the Lender is willing to make to ~~such~~ the CERC 5-Year Revolving Credit Agreement Borrower, and (yii) specify the ~~Competitive Bid~~ CAF Rate ~~or Rates~~ at which the Lender is prepared to make ~~the Competitive Loan or Loans and (z) the Interest Period and the last day thereof. If any Lender invited to bid shall elect not to make a Competitive Bid,~~ each such ~~Lender shall so notify the~~ CAF Agent by telecopy (I) in the case of Eurodollar Competitive Loans, not later than 9:30 a.m., New York City time, three Business Days before a proposed Competitive Borrowing, and (II) in the case of Fixed Rate Loans, not later than 9:30 a.m., New York City time, on the day of a proposed Competitive Borrowing; provided, however, that failure by any Lender to give such notice shall not cause such Lender to be obligated to make any Competitive Loan as part of such Competitive BorrowingAdvance. A Competitive Bid submitted by a Lender pursuant to this ~~paragraph (b~~Section 2.05(b) shall be ~~irrevocable~~irrevocable absent manifest error. (c) The ~~CAF~~ Administrative Agent shall (i) in the case of each CAF Eurodollar Rate Advance, not later than 11:00 A.M. (New York City time) three (3) Business Days before the Borrowing Date specified for such CAF Eurodollar Rate Advance and (ii) in the case of each Fixed Rate Advance, not later than 10:00 A.M. (New York City time) on the Borrowing Date specified for such Fixed Rate Advance, notify the Borrower ~~by telecopy,~~ in writing of all the Competitive Bids ~~made~~made (arranging each such bid in ascending interest rate order), ~~the Competitive Bid Rate~~ and the CAF Rate or Rates and the maximum principal amount of each ~~Competitive Loan~~ CAF Advance in respect of which ~~such~~ a Competitive Bid was ~~made~~ made, and the identity of the Lender that made each ~~such~~ bid. The Administrative Agent shall send a copy of all Competitive Bids to the Borrower for its records as soon as practicable after completion of the bidding process set forth in this Section 2.05. (d) A The Borrower may in its sole and absolute discretion, subject only to the provisions of this ~~paragraph (d~~Section 2.05(d), accept or reject any ~~or all~~ Competitive ~~Bids~~ Bid referred to in ~~paragraph~~ Section 2.05(c); provided, however, that the aggregate amount of the Competitive Bids for CAF Advances so accepted by the Borrower may not exceed the lesser of (ci) ~~above~~the principal amount of the applicable CAF Borrowing requested by the Borrower in respect thereof and (ii) the amount of the Commitments less the Total Aggregate Outstanding Extensions of Credit then outstanding, after giving effect to the application of the proceeds of such respective CAF Borrowing on the Borrowing Date therefor. ~~Such~~ The Borrower shall notify the ~~CAF~~ Administrative Agent ~~by telephone, confirmed by telecopy~~ in ~~the form of a Competitive Bid Accept/Reject Letter,~~ writing whether and to what extent it has decided to accept or reject any of or all of the bids referred to in ~~paragraph~~ Section 2.05(c) by delivering to the Administrative Agent a written notice in the form of Exhibit G hereto (~~c) above by~~ a "Competitive Bid Confirmation"), (i) in the case of a each CAF Eurodollar ~~Competitive Borrowing~~Rate Advance, not later than ~~10:30 a.m.,~~ 1:00 P.M. (New York City time), three (3) Business Days before ~~a proposed Competitive~~ the Borrowing Date specified for such CAF Eurodollar Rate Advance and (iii) in the case of a each Fixed Rate ~~Borrowing~~Advance, not later than ~~10:30 a.m.,~~ 11:00 A.M. (New York City time, ) on the ~~day~~ Borrowing Date specified for such Fixed Rate Advance, which Competitive Bid Confirmation shall specify the principal amount of ~~a proposed~~ CAF Advances for each relevant maturity date to be made by each such bidding Lender (which amount for each such maturity date shall be equal to or less than the maximum amount for such maturity date specified in the Competitive ~~Borrowing~~Bid of such Lender, and for all maturity dates included in such Competitive Bid in respect thereof shall be equal to or less than the aggregate maximum amount specified in such Competitive Bid for all such maturity dates); provided, however, that (iA) the failure by ~~such~~ the Borrower to ~~give such notice~~ so deliver a Competitive Bid Confirmation by the specified time shall be deemed to be a rejection of all the bids referred to in ~~paragraph~~ Section 2.05(c) for the related Competitive Bid Request; (cB) ~~above, (i) such~~ the Borrower shall not accept a bid made at a particular ~~Competitive Bid~~ CAF Rate for a particular maturity if it the Borrower has decided to reject a bid made at a lower ~~Competitive Bid Rate,~~ CAF Rate for such maturity; (~~i) the aggregate amount of the Competitive Bids accepted by such Borrower shall not exceed the principal amount specified in the Competitive Bid Request, (i~~C) if ~~such~~ the Borrower shall accept ~~a bid or~~ bids made at a particular ~~Competitive Bid~~ CAF Rate for a particular maturity but shall be restricted by other conditions hereof from borrowing the maximum principal amount of CAF Advances in respect of which bids at such ~~bid or bids shall cause the total amount of bids to be accepted by such Borrower to exceed the amount specified in the Competitive Bid Request~~CAF Rate have been made, then ~~such~~ the Borrower shall accept a pro rata portion of each bid made at such ~~bid or bids in an amount equal~~ CAF Rate based as nearly as possible on the respective maximum principal amounts of CAF Advances offered to be made by the ~~amount specified in the Competitive Bid Request less the amount of all other Competitive Bids accepted with respect~~ relevant Lenders pursuant to such Competitive Bid Request, which acceptance, in the case of multiple bids at such Competitive Bid Rate, shall be made pro rata in accordance with the amount of each such bid at such Competitive Bid Rate, bids; and (iD) ~~except pursuant to clause (iv) above,~~ no bid shall be accepted for a ~~Competitive Loan~~ CAF Advance by any Lender unless such ~~Competitive Loan~~ CAF Advance is in ~~a minimum~~ an aggregate principal amount of not less than $5,000,000 ~~and~~ or an integral multiple of $~~1,000,000; provided further~~1,000,000 in excess thereof. Notwithstanding the foregoing, ~~however, that~~ if it is necessary for the Borrower to accept a pro rata allocation of the bids made in response to a Competitive ~~Loan must~~ Bid Request (whether pursuant to the events specified in clause (C) above or otherwise) and the available principal amount of CAF Advances to be allocated among the Lenders is not sufficient to enable CAF Advances to be allocated to each Lender in an aggregate principal amount not less than $5,000,000 ~~because of the provisions of clause (iv) above, such Competitive Loan may be for a minimum of $1,000,000~~ or ~~any integral multiple thereof, and~~ in ~~calculating the pro rata allocation of acceptances of portions of multiple bids at a particular Competitive Bid Rate pursuant to clause (iv) the amounts shall be rounded to~~ integral multiples of $1,000,000 in ~~a manner which~~ excess thereof, then the Borrower shall, subject to clause (D) above, select the Lenders to be allocated such CAF Advances and shall round allocations up or down to the next higher or lower multiple of $1,000,000 as it shall deem appropriate; provided that the allocations among the Lenders to be allocated such CAF Advances shall be in made pro rata based as nearly as possible on the ~~discretion~~ respective maximum principal amounts of ~~the applicable Borrower~~CAF Advances offered to be made by such Lenders. ~~A notice~~ The Competitive Bid Confirmation given by a the Borrower pursuant to this ~~paragraph (d~~Section 2.05(d) shall be irrevocable. (e) ~~The CAF Agent shall promptly notify each bidding Lender (and~~ Upon receipt from the Administrative ~~Agent),~~ Agent of the Eurodollar Rate applicable to any CAF Eurodollar Rate Advance to be made by ~~telecopy, whether or not its~~ any Lender pursuant to a Competitive Bid that has been accepted ~~(and if so~~by the Borrower pursuant to this Section 2.05, ~~in what amount and at what Competitive Bid~~ the Administrative Agent shall notify such Lender of the applicable Eurodollar Rate~~) and each successful bidder will thereupon become bound, subject to the other applicable conditions hereof, to make the Competitive Loan in respect of which its bid has been accepted.~~. CERC 5-Year Revolving Credit Agreement (f) ~~No Competitive Borrowing shall be requested or made hereunder if after giving effect thereto any of the conditions set forth in clauses (i) through (iv) of Section 2.01 would not be met. (g)~~ If ~~either~~ the Administrative Agent ~~or CAF Agent~~ shall at any time elect to submit a Competitive Bid in its capacity as a Lender, ~~such party~~ it shall submit such bid directly to the Borrower ~~one quarter~~ by (i) in the case of ~~an hour earlier~~ a CAF Eurodollar Rate Advance, not later than 10:15 A.M. (New York City time), and (ii) in the ~~latest time at~~ case of a Fixed Rate Advance, not later than 9:15 A.M. (New York City time), in each case, on the Business Day on which the other Lenders are required to submit their bids to the ~~CAF~~ Administrative Agent pursuant to ~~paragraph (b~~Section 2.05(b) above. (hg) ~~Each~~ If the Borrower accepts pursuant to Section 2.05(d) one or more of the ~~Borrowers and~~ offers made by any Lender or Lenders, the ~~CAF~~ Administrative Agent shall ~~deliver~~ promptly notify each Lender that has made such an offer of the aggregate amount of such CAF Advances to be made on the Borrowing Date for each maturity date and of the acceptance or rejection of any offers to make such CAF Advances made by such Lender. Each Lender that is to make a CAF Advance shall, before 12:00 Noon (New York City time) on the Borrowing Date specified in the Competitive Bid Request applicable thereto, make available to the Administrative Agent at its office set forth in Section 8.02 the amount of CAF Advances to be made by ~~telecopy copies of all notices delivered~~ such Lender, in immediately available funds. The Administrative Agent shall, no later than 1:00 P.M. (New York City time) on such Borrowing Date, make such funds available to the Borrower at the Borrower's account as shall be designated by it ~~pursuant~~ to ~~this Section 2.03~~ the Administrative Agent from time to time. As soon as practicable after each Borrowing Date, the Administrative Agent shall notify each Lender of the aggregate amount of CAF Advances advanced on such Borrowing Date and the respective maturity dates thereof. (h) The Borrower shall repay to the Administrative Agent for the account of each Lender that has made a CAF Advance (or the Eligible Assignee in respect thereof, as the case may be) on the maturity date of each CAF Advance (such maturity date being that specified by the Borrower for repayment of such CAF Advance in the related Competitive Bid Request) the then unpaid principal amount of such CAF Advance. The Borrower shall not, without the consent of the relevant Lender, have the right to prepay, at ~~the same times such notices are delivered hereunder~~its option, any principal amount of any CAF Advance. All notices required by this Section ~~2.03~~ 2.05 shall be ~~given~~ made in accordance with Section ~~8.01. (i) A Competitive Bid Request shall not~~ 8.02 hereof; provided, however, that each request or notice required to be made ~~within five Business Days after~~ under Section 2.05(a) or 2.04(d) by the ~~date~~ Borrower may be made by the giving of ~~any previous Competitive Bid which was accepted~~ telephone notice to the Administrative Agent that is promptly confirmed by delivery of a ~~Borrower pursuant~~ notice in writing (complying in all material respects with the form of Exhibit B or Exhibit E, as the case may be) to ~~paragraph (d) above~~the Administrative Agent.

Appears in 1 contract

Sources: Credit Agreement (Centerpoint Energy Houston Electric LLC)

Competitive Bid Procedure. (a) In order to request Competitive Bids, a Borrower shall hand deliver or ~~telecopy~~ fax to the ~~CAF~~ Administrative Agent a duly completed Competitive Bid Request in the form of Exhibit A-1 hereto, to be received by the ~~CAF~~ Administrative Agent (i) in the case of a ~~Eurodollar~~ Eurocurrency Competitive ~~Borrowing~~Loan, not later than ~~11:00~~ 10:00 a.m., New York City time, ~~four~~(A) four Business Days before a proposed Competitive Borrowing in the case of a Competitive Borrowing denominated in Dollars and (B) five Business Days before a proposed Competitive Borrowing in the case of a Competitive Borrowing denominated in a Non-US Currency and (ii) in the case of a Fixed Rate Borrowing, not later than 10:00 a.m., New York City time, (A) one Business Day before a proposed Competitive Borrowing in the case of a Competitive Borrowing denominated in Dollars and (B) five Business Days before a proposed Competitive Borrowing in the case of a Competitive Borrowing denominated in a Non-US Currency. No ABR Loan shall be requested in, or made pursuant to, a Competitive Bid Request. A Competitive Bid Request that does not conform substantially to the format of Exhibit A-1 may be rejected in the Administrative Agent’s sole discretion, and the Administrative Agent shall promptly notify the applicable Borrower of such rejection by fax. Each Competitive Bid Request shall refer to this Agreement and specify (A) whether the Borrowing then being requested is to be a Eurocurrency Borrowing or a Fixed Rate Borrowing, (B) the date of such Borrowing (which shall be a Business Day), (C) the currency of the requested Borrowing (which shall be Dollars or a Non-US Currency), (D) the aggregate principal amount of the requested Borrowing (which shall be an integral multiple of 1,000,000 units of the applicable currency with a Dollar Equivalent on the date of the applicable Competitive Bid Request of at least $10,000,000), and (E) the Interest Period with respect thereto (which may not end after the Maturity Date). Promptly after its receipt of a Competitive Bid Request that is not rejected as aforesaid, the Administrative Agent shall fax to the Lenders a Notice of Competitive Bid Request inviting the Lenders to bid, on the terms and conditions of this Agreement, to make Competitive Loans. (b) Each Lender invited to bid may, in its sole discretion, make one or more Competitive Bids to the applicable Borrower responsive to such Borrower's ’s Competitive Bid Request. Each Competitive Bid by a Lender must be received by the ~~CAF~~ Administrative Agent by ~~telecopy~~fax, in the form of Exhibit A-3 hereto, (i) in the case of a ~~Eurodollar~~ Eurocurrency Competitive ~~Borrowing~~Loan, not later than 9:30 a.m., New York City time, three Business Days before a proposed Competitive Borrowing and (iii) in the case of a Fixed Rate Borrowing, not later than 9:30 a.m., New York City time, on the day of a proposed Competitive Borrowing. ~~Multiple~~ A Lender may submit multiple bids ~~will be accepted by~~ to the ~~CAF~~ Administrative Agent. Competitive Bids that do not conform substantially to the format of Exhibit A-3 may be rejected by the ~~CAF~~ Administrative Agent, and the ~~CAF~~ Administrative Agent shall notify the Lender making such nonconforming bid of such rejection as soon as practicable. Each Competitive Bid shall refer to this Agreement and specify (x) the principal amount (which shall be ~~in a minimum principal amount of $5,000,000 and in~~ an integral multiple of $1,000,000 units of the applicable currency and which may equal the entire principal amount of the Competitive Borrowing ~~requested by the applicable Borrower~~requested) of the Competitive Loan or Loans that the Lender is willing to ~~make to such Borrower~~make, (y) the Competitive Bid Rate or Rates at which the Lender is prepared to make the Competitive Loan or Loans and (z) the Interest Period and the last day thereof. If any Lender invited to bid shall elect not to make a Competitive Bid, such Lender shall so notify the ~~CAF~~ Administrative Agent by ~~telecopy~~ fax (I) in the case of ~~Eurodollar~~ Eurocurrency Competitive Loans, not later than 9:30 a.m., New York City time, three Business Days before a proposed Competitive Borrowing, and (II) in the case of Fixed Rate Loans, not later than 9:30 a.m., New York City time, on the day of a proposed Competitive Borrowing; provided, however, that failure by any Lender to give such notice shall not cause such Lender to be obligated to make any Competitive Loan as part of such Competitive Borrowing. A Competitive Bid submitted by a Lender pursuant to this paragraph (b) shall be irrevocable. (c) The ~~CAF~~ Administrative Agent shall as promptly as practicable notify the ~~Borrower~~ applicable Borrower, by ~~telecopy~~fax, of all the Competitive Bids made, the Competitive Bid Rate and the principal amount of each Competitive Loan in respect of which ~~such~~ a Competitive Bid was made and the identity of the Lender that made each ~~such~~ bid. The Administrative Agent shall send a copy of all Competitive Bids to the applicable Borrower for its records as soon as practicable after completion of the bidding process set forth in this Section 2.03. (d) A The applicable Borrower may in its sole and absolute discretion, subject only to the provisions of this paragraph (d), accept or reject any ~~or all~~ Competitive ~~Bids~~ Bid referred to in paragraph (c) above. ~~Such~~ The applicable Borrower shall notify the ~~CAF~~ Administrative Agent by telephone, confirmed by ~~telecopy~~ fax in the form of a Competitive Bid Accept/Reject Letter, whether and to what extent it has decided to accept or reject any of or all of the bids referred to in paragraph (c) above not more than one hour after it shall have been notified of such bids by the Administrative Agent pursuant to such paragraph (i) in the case of a Eurodollar Competitive Borrowing, not later than 10:30 a.m., New York City time, three Business Days before a proposed Competitive Borrowing and (i) in the case of a Fixed Rate Borrowing, not later than 10:30 a.m., New York City time, on the day of a proposed Competitive Borrowingc); provided, however, that (i) the failure ~~by such~~ of the applicable Borrower to give such notice shall be deemed to be a rejection of all the bids referred to in paragraph (c) above, (iii) ~~such~~ the applicable Borrower shall not accept a bid made at a particular Competitive Bid Rate if it has decided to reject a bid made at a lower Competitive Bid Rate, (iiii) the aggregate amount of the Competitive Bids accepted by ~~such~~ the applicable Borrower shall not exceed the principal amount specified in the Competitive Bid Request, (iiv) if ~~such~~ the applicable Borrower shall accept a bid or bids made at a particular Competitive Bid Rate but the amount of such bid or bids shall cause the total amount of bids to be accepted ~~by such Borrower~~ to exceed the amount specified in the Competitive Bid Request, then ~~such~~ the applicable Borrower shall accept a portion of such bid or bids in an amount equal to the amount specified in the Competitive Bid Request less the amount of all other Competitive Bids accepted with respect to such Competitive Bid Request, which acceptance, in the case of multiple bids at such Competitive Bid Rate, shall be made pro rata in accordance with the amount of each such bid at such Competitive Bid Rate, and (iv) except pursuant to clause (iv) above, no bid shall be accepted for a Competitive Loan unless such Competitive Loan is in ~~a minimum principal~~ an amount ~~of $5,000,000 and~~ that is an integral multiple of ~~$1,000,000; provided further, however, that if a Competitive Loan must be in an amount less than $5,000,000 because~~ 1,000,000 units of the ~~provisions of clause (iv) above, such Competitive Loan may be for a minimum of $1,000,000 or any integral multiple thereof~~applicable currency, and in calculating the pro rata allocation of acceptances of portions of multiple bids at a particular Competitive Bid Rate pursuant to clause (iv) above, the amounts shall be rounded to integral multiples of $1,000,000 units of the applicable currency in a manner which shall be in the discretion of the applicable Borrower. A notice given ~~by a Borrower~~ pursuant to this paragraph (d) shall be irrevocable. (e) The ~~CAF~~ Administrative Agent shall promptly notify each bidding Lender ~~(and the Administrative Agent), by telecopy,~~ whether or not its Competitive Bid has been accepted (and if so, in what amount and at what Competitive Bid Rate) by fax, and each successful bidder will thereupon become bound, subject to the other applicable conditions hereof, to make the Competitive Loan in respect of which its bid has been accepted. (f) No Competitive Borrowing shall be requested or made hereunder if after giving effect thereto ~~any of the conditions set forth in clauses~~ (i) ~~through~~ the Aggregate Credit Exposure would exceed the Total Commitment or (ivii) in the event the Maturity Date shall have been extended as provided in Section 2.12(d), the sum of ~~Section 2.01~~ the L/C Exposures attributable to Letters of Credit expiring after any Existing Maturity Date and the Competitive Loan Exposures attributable to Competitive Loans maturing after such Existing Maturity Date would ~~not be met~~exceed the aggregate Commitments that have been extended to a date after the expiration date of the last of such Letters of Credit and the maturity of the last of such Competitive Loans. (g) If ~~either~~ the Administrative ~~Agent or CAF~~ Agent shall elect to submit a Competitive Bid in its capacity as a Lender, ~~such party~~ it shall submit such bid directly to the applicable Borrower one quarter of an hour earlier than the latest time at which the other Lenders are required to submit their bids to the ~~CAF~~ Administrative Agent pursuant to paragraph (b) above. (h) Each of the Borrowers and the CAF Agent shall deliver to the Administrative Agent by telecopy copies of all notices delivered by it pursuant to this Section 2.03 at the same times such notices are delivered hereunder. All notices required by this Section 2.03 shall be given in accordance with Section 8.01. (i) A Competitive Bid Request shall not be made within five Business Days after the date of any previous Competitive Bid which was accepted by a Borrower pursuant to paragraph (d) above.

Appears in 1 contract

Sources: Credit Facility Agreement (ITT Corp)

Appears in 1 contract

Sources: Credit Agreement (Centerpoint Energy Houston Electric LLC)

Competitive Bid Procedure. (a) In order to request Competitive Bids, a Borrower shall hand deliver or ~~telecopy~~ fax to the ~~CAF~~ Administrative Agent a duly completed Competitive Bid Request in the form of Exhibit A-1 hereto, to be received by the ~~CAF~~ Administrative Agent (i) in the case of a ~~Eurodollar~~ Eurocurrency Competitive ~~Borrowing~~Loan, not later than ~~11:00~~ 10:00 a.m., New York City time, ~~four~~(A) four Business Days before a proposed Competitive Borrowing in the case of a Competitive Borrowing denominated in Dollars and (B) five Business Days before a proposed Competitive Borrowing in the case of a Competitive Borrowing denominated in a Non-US Currency and (ii) in the case of a Fixed Rate Borrowing, not later than 10:00 a.m., New York City time, (A) one Business Day before a proposed Competitive Borrowing in the case of a Competitive Borrowing denominated in Dollars and (B) five Business Days before a proposed Competitive Borrowing in the case of a Competitive Borrowing denominated in a Non-US Currency. No ABR Loan shall be requested in, or made pursuant to, a Competitive Bid Request. A Competitive Bid Request that does not conform substantially to the format of Exhibit A-1 may be rejected in the Administrative Agent’s sole discretion, and the Administrative Agent shall promptly notify the applicable Borrower of such rejection by fax. Each Competitive Bid Request shall refer to this Agreement and specify (A) whether the Borrowing then being requested is to be a Eurocurrency Borrowing or a Fixed Rate Borrowing, (B) the date of such Borrowing (which shall be a Business Day), (C) the currency of the requested Borrowing (which shall be Dollars or a Non-US Currency), (D) the aggregate principal amount of the requested Borrowing (which shall be an integral multiple of 1,000,000 units of the applicable currency with a Dollar Equivalent on the date of the applicable Competitive Bid Request of at least $10,000,000), and (E) the Interest Period with respect thereto (which may not end after the Maturity Date). Promptly after its receipt of a Competitive Bid Request that is not rejected as aforesaid, the Administrative Agent shall fax to the Lenders a Notice of Competitive Bid Request inviting the Lenders to bid, on the terms and conditions of this Agreement, to make Competitive Loans. (b) Each Lender invited to bid may, in its sole discretion, make one or more Competitive Bids to the applicable Borrower responsive to such Borrower's ’s Competitive Bid Request. Each Competitive Bid by a Lender must be received by the ~~CAF~~ Administrative Agent by ~~telecopy~~fax, in the form of Exhibit A-3 hereto, (i) in the case of a ~~Eurodollar~~ Eurocurrency Competitive ~~Borrowing~~Loan, not later than 9:30 a.m., New York City time, three Business Days before a proposed Competitive Borrowing and (iii) in the case of a Fixed Rate Borrowing, not later than 9:30 a.m., New York City time, on the day of a proposed Competitive Borrowing. ~~Multiple~~ A Lender may submit multiple bids ~~will be accepted by~~ to the ~~CAF~~ Administrative Agent. Competitive Bids that do not conform substantially to the format of Exhibit A-3 may be rejected by the ~~CAF~~ Administrative Agent, and the ~~CAF~~ Administrative Agent shall notify the Lender making such nonconforming bid of such rejection as soon as practicable. Each Competitive Bid shall refer to this Agreement and specify (x) the principal amount (which shall be ~~in a minimum principal amount of $5,000,000 and in~~ an integral multiple of $1,000,000 units of the applicable currency and which may equal the entire principal amount of the Competitive Borrowing ~~requested by the applicable Borrower~~requested) of the Competitive Loan or Loans that the Lender is willing to ~~make to such Borrower~~make, (y) the Competitive Bid Rate or Rates at which the Lender is prepared to make the Competitive Loan or Loans and (z) the Interest Period and the last day thereof. If any Lender invited to bid shall elect not to make a Competitive Bid, such Lender shall so notify the ~~CAF~~ Administrative Agent by ~~telecopy~~ fax (I) in the case of ~~Eurodollar~~ Eurocurrency Competitive Loans, not later than 9:30 a.m., New York City time, three Business Days before a proposed Competitive Borrowing, and (II) in the case of Fixed Rate Loans, not later than 9:30 a.m., New York City time, on the day of a proposed Competitive Borrowing; provided, however, that failure by any Lender to give such notice shall not cause such Lender to be obligated to make any Competitive Loan as part of such Competitive Borrowing. A Competitive Bid submitted by a Lender pursuant to this paragraph (b) shall be irrevocable. (c) The ~~CAF~~ Administrative Agent shall as promptly as practicable notify the ~~Borrower~~ applicable Borrower, by ~~telecopy~~fax, of all the Competitive Bids made, the Competitive Bid Rate and the principal amount of each Competitive Loan in respect of which ~~such~~ a Competitive Bid was made and the identity of the Lender that made each ~~such~~ bid. The Administrative Agent shall send a copy of all Competitive Bids to the applicable Borrower for its records as soon as practicable after completion of the bidding process set forth in this Section 2.03. (d) A The applicable Borrower may in its sole and absolute discretion, subject only to the provisions of this paragraph (d), accept or reject any ~~or all~~ Competitive ~~Bids~~ Bid referred to in paragraph (c) above. ~~Such~~ The applicable Borrower shall notify the ~~CAF~~ Administrative Agent by telephone, confirmed by ~~telecopy~~ fax in the form of a Competitive Bid Accept/Reject Letter, whether and to what extent it has decided to accept or reject any of or all of the bids referred to in paragraph (c) above not more than one hour after it shall have been notified of such bids by the Administrative Agent pursuant to such paragraph (i) in the case of a Eurodollar Competitive Borrowing, not later than 10:30 a.m., New York City time, three Business Days before a proposed Competitive Borrowing and (i) in the case of a Fixed Rate Borrowing, not later than 10:30 a.m., New York City time, on the day of a proposed Competitive Borrowingc); provided, however, that (i) the failure ~~by such~~ of the applicable Borrower to give such notice shall be deemed to be a rejection of all the bids referred to in paragraph (c) above, (iii) ~~such~~ the applicable Borrower shall not accept a bid made at a particular Competitive Bid Rate if it has decided to reject a bid made at a lower Competitive Bid Rate, (iiii) the aggregate amount of the Competitive Bids accepted by ~~such~~ the applicable Borrower shall not exceed the principal amount specified in the Competitive Bid Request, (iiv) if ~~such~~ the applicable Borrower shall accept a bid or bids made at a particular Competitive Bid Rate but the amount of such bid or bids shall cause the total amount of bids to be accepted ~~by such Borrower~~ to exceed the amount specified in the Competitive Bid Request, then ~~such~~ the applicable Borrower shall accept a portion of such bid or bids in an amount equal to the amount specified in the Competitive Bid Request less the amount of all other Competitive Bids accepted with respect to such Competitive Bid Request, which acceptance, in the case of multiple bids at such Competitive Bid Rate, shall be made pro rata in accordance with the amount of each such bid at such Competitive Bid Rate, and (iv) except pursuant to clause (iv) above, no bid shall be accepted for a Competitive Loan unless such Competitive Loan is in ~~a minimum principal~~ an amount ~~of $5,000,000 and~~ that is an integral multiple of ~~$1,000,000; provided further, however, that if a Competitive Loan must be in an amount less than $5,000,000 because~~ 1,000,000 units of the ~~provisions of clause (iv) above, such Competitive Loan may be for a minimum of $1,000,000 or any integral multiple thereof~~applicable currency, and in calculating the pro rata allocation of acceptances of portions of multiple bids at a particular Competitive Bid Rate pursuant to clause (iv) above, the amounts shall be rounded to integral multiples of $1,000,000 units of the applicable currency in a manner which shall be in the discretion of the applicable Borrower. A notice given ~~by a Borrower~~ pursuant to this paragraph (d) shall be irrevocable. (e) The ~~CAF~~ Administrative Agent shall promptly notify each bidding Lender ~~(and the Administrative Agent), by telecopy,~~ whether or not its Competitive Bid has been accepted (and if so, in what amount and at what Competitive Bid Rate) by fax, and each successful bidder will thereupon become bound, subject to the other applicable conditions hereof, to make the Competitive Loan in respect of which its bid has been accepted. (f) No Competitive Borrowing shall be requested or made hereunder if after giving effect thereto ~~any of the conditions set forth in clauses~~ (i) ~~through~~ the Aggregate Credit Exposure would exceed the Total Commitment or (ivii) in the event the Maturity Date shall have been extended as provided in Section 2.12(d), the sum of ~~Section 2.01~~ the L/C Exposures attributable to Letters of Credit expiring after any Existing Maturity Date, the Swingline Exposure attributable to Swingline Loans maturing after any Existing Maturity Date and the Competitive Loan Exposures attributable to Competitive Loans maturing after such Existing Maturity Date would ~~not be met~~exceed the aggregate Commitments that have been extended to a date after the expiration date of the last of such Letters of Credit and the maturity of the last of such Competitive Loans. (g) If ~~either~~ the Administrative ~~Agent or CAF~~ Agent shall elect to submit a Competitive Bid in its capacity as a Lender, ~~such party~~ it shall submit such bid directly to the applicable Borrower one quarter of an hour earlier than the latest time at which the other Lenders are required to submit their bids to the ~~CAF~~ Administrative Agent pursuant to paragraph (b) above. (h) Each of the Borrowers and the CAF Agent shall deliver to the Administrative Agent by telecopy copies of all notices delivered by it pursuant to this Section 2.03 at the same times such notices are delivered hereunder. All notices required by this Section 2.03 shall be given in accordance with Section 8.01. (i) A Competitive Bid Request shall not be made within five Business Days after the date of any previous Competitive Bid which was accepted by a Borrower pursuant to paragraph (d) above.

Appears in 1 contract

Sources: Five Year Competitive Advance and Revolving Credit Facility Agreement (ITT Inc.)

Competitive Bid Procedure. (a) In order to request Competitive Bids, ~~a Borrower~~ the Company shall hand ~~deliver~~ deliver, telex or telecopy to the ~~CAF~~ Agent a duly completed Competitive Bid Request in the form of Exhibit ~~A-1 hereto~~A-1, to be received by the ~~CAF~~ Agent (i) in the case of a Eurodollar Competitive Borrowing, not later than ~~11:00~~ 10:00 a.m., New York City time, ~~four~~four Business Days before a proposed Competitive Borrowing and (ii) in the case of a Fixed Rate Borrowing, not later than 10:00 a.m., New York City time, one Business Day before a proposed Competitive Borrowing. No Eurocurrency Loan, CD Loan or ABR Loan shall be requested in, or made pursuant to, a Competitive Bid Request. A Competitive Bid Request that does not conform substantially to the format of Exhibit A-1 may be rejected in the Agent's sole discretion, and the Agent shall promptly notify the Company of such rejection by telex or telecopier. Such request shall in each case refer to this Agreement and specify (x) whether the Borrowing then being requested is to be a Eurodollar Borrowing or a Fixed Rate Borrowing, (y) the date of such Borrowing (which shall be a Business Day) and the aggregate principal amount thereof which shall be in a minimum principal amount of $5,000,000 and in an integral multiple of $1,000,000, and (z) the Interest Period with respect thereto (which may not end after the Maturity Date). Promptly after its receipt of a Competitive Bid Request that is not rejected as aforesaid, the Agent shall invite by telex or telecopier (in the form of Exhibit A-2) the Lenders to bid, on the terms and conditions of this Agreement, to make Competitive Loans pursuant to such Competitive Bid Request. (b) Each Lender ~~invited to bid~~ may, in its sole discretion, make one or more Competitive Bids to the ~~Borrower~~ Company responsive to ~~such Borrower's~~ a Competitive Bid Request. Each Competitive Bid by a Lender must be received by the ~~CAF~~ Agent ~~by telecopy~~via telex or telecopier, in the form of Exhibit ~~A-3 hereto~~A-3, (i) in the case of a Eurodollar Competitive Borrowing, not later than 9:30 a.m., New York City time, three Business Days before a proposed Competitive Borrowing and (iii) in the case of a Fixed Rate Borrowing, not later than 9:30 a.m., New York City time, on the day of a proposed Competitive Borrowing. Multiple bids ~~will~~ shall be accepted by the ~~CAF~~ Agent. Competitive Bids that do not conform substantially to the format of Exhibit A-3 may be rejected by the ~~CAF Agent~~Agent after conferring with, and upon the instruction of, the Company, and the ~~CAF~~ Agent shall notify the Lender making such nonconforming bid of such rejection as soon as practicable. Each Competitive Bid shall refer to this Agreement and specify (x) the principal amount (which shall be in a minimum principal amount of $5,000,000 and in an integral multiple of $1,000,000 and which may equal the entire principal amount of the Competitive Borrowing requested by the ~~applicable Borrower~~Company) of the Competitive Loan or Loans that the Lender is willing to make to ~~such Borrower~~the Company, (y) the Competitive Bid Rate or Rates at which the Lender is prepared to make the Competitive Loan or Loans and (z) the Interest Period and the last day thereof. If any Lender ~~invited to bid~~ shall elect not to make a Competitive Bid, such Lender shall so notify the ~~CAF~~ Agent ~~by telecopy~~ via telex or telecopier (I) in the case of Eurodollar Competitive Loans, not later than 9:30 a.m., New York City time, three Business Days before a proposed Competitive ~~Borrowing,~~ Borrowing and (II) in the case of Fixed Rate Loans, not later than 9:30 a.m., New York City time, on the day of a proposed Competitive Borrowing; provided, however, that failure by any Lender to give such notice shall not cause such Lender to be obligated to make any Competitive Loan as part of such Competitive Borrowing. A Competitive Bid submitted by a Lender pursuant to this ~~paragraph (b~~Section 2.03(b) shall be irrevocable. (c) The ~~CAF~~ Agent shall promptly notify the ~~Borrower~~ Company by ~~telecopy,~~ telex or telecopier of all the Competitive Bids made, the Competitive Bid Rate and the principal amount of each Competitive Loan in respect of which ~~such~~ a Competitive Bid was made and the identity of the Lender that made each ~~such~~ bid. The Agent shall send a copy of all Competitive Bids to the Company for its records as soon as practicable after completion of the bidding process set forth in this Section. (d) ~~A Borrower~~ The Company may in its sole and absolute discretion, subject only to the provisions of this ~~paragraph (d~~Section 2.03(d), accept or reject any ~~or all~~ Competitive ~~Bids~~ Bid referred to in ~~paragraph (c) above~~Section 2.03(c). ~~Such Borrower~~ The Company shall notify the ~~CAF~~ Agent by telephone, confirmed by ~~telecopy~~ telex or telecopier in the form of a Competitive Bid Accept/Reject ~~Letter~~Letter substantially in the form set forth in Exhibit A-4, whether and to what extent it has decided to accept or reject any of or all the bids referred to in ~~paragraph~~ Section 2.03(c), (~~c) above by (i~~y) in the case of a Eurodollar Competitive Borrowing, not later than 10:30 a.m., New York City time, three Business Days before a proposed Competitive Borrowing and (iz) in the case of a Fixed Rate Borrowing, not later than 10:30 a.m., New York City time, on the day of a proposed Competitive Borrowing; provided, however, that (i) the failure by ~~such Borrower~~ the Company to give such notice shall be deemed to be a rejection of all the bids referred to in ~~paragraph (c) above~~Section 2.03(c), (iii) ~~such Borrower~~ the Company shall not accept a bid made at a particular Competitive Bid Rate if it the Company has decided to reject a bid made at a lower Competitive Bid Rate, (iiii) the aggregate amount of the Competitive Bids accepted by ~~such Borrower~~ the Company shall not exceed the principal amount specified in the Competitive Bid Request, (iiv) if ~~such Borrower~~ the Company shall accept a bid or bids made at a particular Competitive Bid Rate but the amount of such bid or bids shall cause the total amount of bids to be accepted by ~~such Borrower~~ the Company to exceed the amount specified in the Competitive Bid Request, then ~~such Borrower~~ the Company shall accept a portion of such bid or bids in an amount equal to the amount specified in the Competitive Bid Request less the amount of all other Competitive Bids accepted with respect to such Competitive Bid Request, which acceptance, in the case of multiple bids at such Competitive Bid Rate, shall be made pro rata in accordance with the amount of each such bid at such Competitive Bid Rate, and (iv) except pursuant to clause (iv) above, no bid shall be accepted for a Competitive Loan unless such Competitive Loan is in a minimum principal amount of $5,000,000 and an integral multiple of $1,000,000; provided further, however, that if a Competitive Loan must be in an amount less than $5,000,000 because of the provisions of clause (iv) above, such Competitive Loan may be for a minimum of $1,000,000 or any integral multiple thereof, and in calculating the pro rata allocation of acceptances of portions of multiple bids at a particular Competitive Bid Rate pursuant to clause (iv) above the amounts shall be rounded to integral multiples of $1,000,000 in a manner which shall be in the discretion of the ~~applicable Borrower~~Company. A notice given by ~~a Borrower~~ the Company pursuant to this ~~paragraph (d~~Section 2.03(d) shall be irrevocable. (e) The ~~CAF~~ Agent shall promptly notify each bidding Lender ~~(and the Administrative Agent), by telecopy,~~ whether or not its Competitive Bid has been accepted (and if so, in what amount and at what Competitive Bid Rate) by telex or telecopier sent by the Agent, and each successful bidder ~~will~~ shall thereupon become bound, subject to the other applicable conditions hereof, to make the Competitive Loan in respect of which its bid has been accepted. (f) No A Competitive ~~Borrowing~~ Bid Request shall ~~be requested or made hereunder if after giving effect thereto any of the conditions set forth in clauses (i) through (iv) of Section 2.01 would~~ not be ~~met~~made within three Business Days after the date of any previous Competitive Bid Request. (g) If ~~either~~ the ~~Administrative Agent or CAF~~ Agent shall elect to submit a Competitive Bid in its capacity as a Lender, ~~such party~~ it shall submit such bid directly to the ~~Borrower~~ Company one quarter of an hour earlier than the latest time at which the other Lenders are required to submit their bids to the ~~CAF~~ Agent pursuant to ~~paragraph (b) above~~Section 2.03(b). (h) Each of the Borrowers and the CAF Agent shall deliver to the Administrative Agent by telecopy copies of all notices delivered by it pursuant to this Section 2.03 at the same times such notices are delivered hereunder. All ~~notices~~ Notices required by this Section ~~2.03~~ shall be given in accordance with Section ~~8.01~~10.01. ~~(i) A Competitive Bid Request shall not be made within five Business Days after the date of any previous Competitive Bid which was accepted by a Borrower pursuant to paragraph (d) above.~~

Appears in 1 contract

Sources: Competitive Advance and Multi Currency Revolving Credit Facility Agreement (Manor Care Inc/New)

Competitive Bid Procedure. (a) In order to request Competitive Bids, ~~a Borrower~~ the Company shall hand ~~deliver~~ deliver, telex or telecopy to ~~the CAF~~ Agent a duly completed ~~Competitive Bid Request~~ request substantially in the form of Exhibit ~~A-1 hereto~~K, with the blanks appropriately completed (a "Competitive Bid Request"), to be received by ~~the CAF~~ Agent ~~(i) in the case of a Eurodollar Competitive Borrowing,~~ not later than 11:00 a.m., ~~New York City~~ Houston, Texas time, ~~four~~five Business Days before the date specified for a proposed Competitive Loan. No Alternate Base Rate Loan shall be requested in, or, except pursuant to Section 6, made pursuant to, a Competitive Bid Request. A Competitive Bid Request that does not conform substantially to the format of Exhibit K may be rejected at Agent's sole discretion, and Agent shall promptly notify the Company of such rejection by telecopier. Each Competitive Bid Request shall in each case refer to this Agreement and specify (x) the date of such Competitive Loans (which shall be a Business Day) and the aggregate principal amount thereof (which shall not be less than $25,000,000 or greater than the unused portion of the Maximum Revolving Credit Available Amount on such date and shall be an integral multiple of $5,000,000) and (y) the Interest Period with respect thereto (which may not end after the termination of the Revolving Credit Availability Period). Promptly after its receipt of a Competitive Bid Request that is not rejected as aforesaid, Agent shall invite by telecopier (in substantially the form set forth in Exhibit L hereto) the Banks to bid, on the terms and conditions of this Agreement, to make Competitive Loans pursuant to such Competitive Bid Request. Notwithstanding the foregoing, Agent shall have no obligation to invite any Bank to make a Competitive Bid pursuant to this Section 2.10(a) until such Bank has delivered a properly completed Competitive Bid Administrative Questionnaire to Agent. (b) Each ~~Lender invited to bid~~ Bank may, in its sole discretion, make one or more Competitive Bids to the ~~Borrower~~ Company responsive to ~~such Borrower's~~ each Competitive Bid Request. Each Competitive Bid by a ~~Lender~~ Bank must be received by ~~the CAF~~ Agent ~~by telecopy~~via telecopier, in the form of Exhibit ~~A-3~~ M hereto~~, (i) in the case of a Eurodollar Competitive Borrowing~~, not later than ~~9:30~~ 11:00 a.m., ~~New York City~~ Houston, Texas time, ~~three~~ four Business Days before the date specified for a proposed Competitive ~~Borrowing and (i) in the case of a Fixed Rate Borrowing, not later than 9:30 a.m., New York City time, on the day of a proposed Competitive Borrowing. Multiple bids will be accepted by the CAF Agent~~Loan. Competitive Bids that do not conform substantially to the format of Exhibit ~~A-3~~ M may be rejected by ~~the CAF Agent~~Agent after conferring with, and upon the ~~CAF~~ instruction of, the Company, and Agent shall notify the ~~Lender making such nonconforming bid~~ Bank of such rejection as soon as practicable. Each Competitive Bid shall refer to this Agreement and ~~specify~~ (x) specify the principal amount (which shall be in a minimum principal amount of $~~5,000,000~~ 10,000,000 and in an integral multiple of $1,000,000 and which may equal the entire aggregate principal amount of the Competitive ~~Borrowing~~ Loan requested by the ~~applicable Borrower~~Company) of the Competitive Loan ~~or Loans~~ that the ~~Lender~~ Bank is willing to make to ~~such Borrower~~the Company, (y) specify the Competitive Bid Rate ~~or Rates~~ at which the ~~Lender~~ Bank is prepared to make the Competitive Loan ~~or Loans~~ and (z) confirm the Interest Period ~~and~~ with respect thereto specified by the ~~last day thereof. If any Lender invited to bid shall elect not to make a~~ Company in its Competitive Bid, such Lender shall so notify the CAF Agent by telecopy (I) in the case of Eurodollar Competitive Loans, not later than 9:30 a.m., New York City time, three Business Days before a proposed Competitive Borrowing, and (II) in the case of Fixed Rate Loans, not later than 9:30 a.m., New York City time, on the day of a proposed Competitive Borrowing; provided, however, that failure by any Lender to give such notice shall not cause such Lender to be obligated to make any Competitive Loan as part of such Competitive BorrowingBid Request. A Competitive Bid submitted by a ~~Lender~~ Bank pursuant to this paragraph (b) shall be irrevocable. (c) ~~The CAF~~ Agent ~~shall~~ shall, by 2:00 p.m. four Business Days before the date specified for a proposed Competitive Loan, notify the ~~Borrower~~ Company by ~~telecopy,~~ telecopier of all the Competitive Bids made, the Competitive Bid Rate and the maximum principal amount of each Competitive Loan in respect of which ~~such~~ a Competitive Bid was made and the identity of the ~~Lender~~ Bank that made each ~~such~~ bid. Agent shall send a copy of all Competitive Bids to the Company for its records as soon as practicable after completion of the bidding process set forth in this Section 2.10. (d) ~~A Borrower~~ The Company may in its sole and absolute discretion, subject only to the provisions of this ~~paragraph (d~~Section 2.10(d), accept or reject any ~~or all~~ Competitive ~~Bids~~ Bid referred to in ~~paragraph (c) above~~Section 2.10(c); provided, however, that the aggregate amount of the Competitive Bids so accepted by the Company may not exceed the principal amount of the Competitive Loan requested by the Company. ~~Such Borrower~~ The Company shall notify ~~the CAF~~ Agent by ~~telephone, confirmed by telecopy in the form of a Competitive Bid Accept/Reject Letter,~~ telecopier whether and to what extent it has decided to accept or reject any of or all of the bids referred to in ~~paragraph (c) above by (i) in the case of a Eurodollar Competitive Borrowing~~Section 2.10(c), not later than ~~10:30~~ 11:00 a.m., ~~New York City~~ Houston, Texas time, three Business Days before the date specified for a proposed Competitive ~~Borrowing and (i) in the case of a Fixed Rate Borrowing, not later than 10:30 a.m., New York City time, on the day of a proposed Competitive Borrowing~~Loan; provided, however, that (iw) the failure by ~~such Borrower~~ the Company to give such notice shall be deemed to be a rejection of all the bids referred to in ~~paragraph (c~~Section 2.10(c) above, (i) such Borrower shall not accept a bid made at a particular Competitive Bid Rate if it has decided to reject a bid made at a lower Competitive Bid Rate, (i) the aggregate amount of the Competitive Bids accepted by such Borrower shall not exceed the principal amount specified in the Competitive Bid Request, (i) if such Borrower shall accept a bid or bids made at a particular Competitive Bid Rate but the amount of such bid or bids shall cause the total amount of bids to be accepted by such Borrower to exceed the amount specified in the Competitive Bid Request, then such Borrower shall accept a portion of such bid or bids in an amount equal to the amount specified in the Competitive Bid Request less the amount of all other Competitive Bids accepted with respect to such Competitive Bid Request, which acceptance, in the case of multiple bids at such Competitive Bid Rate, shall be made pro rata in accordance with the amount of each such bid at such Competitive Bid Rate, and (ix) ~~except pursuant to clause (iv) above,~~ no bid shall be accepted for a Competitive Loan unless such Competitive Loan is in a minimum principal amount of $~~5,000,000~~ 10,000,000 and an integral multiple of $1,000,000~~; provided further~~. Notwithstanding the foregoing, ~~however, that~~ if it is necessary for the Company to accept a Competitive Loan must be in an amount less than $5,000,000 because of the provisions of clause (iv) above, such Competitive Loan may be for a minimum of $1,000,000 or any integral multiple thereof, and in calculating the pro rata allocation of ~~acceptances~~ the bids made in response to a Competitive Bid Request (whether pursuant to the events specified in clause (x) above or otherwise) and the available principal amount of ~~portions~~ Competitive Loans to be allocated among the Banks is not sufficient to enable Competitive Loans to be allocated to each Bank in a minimum principal amount of $10,000,000 and in integral multiples of $1,000,000, then the Company shall select the Banks to be allocated such Competitive Loans and shall round allocations up or down to the next higher or lower multiple of $1,000,000 as it shall deem appropriate. In addition, the Company shall be permitted under the foregoing procedures to accept a bid or bids in a principal amount of less than $10,000,000 (i) in order to enable the Company to accept bids equal to (but not in excess of) the principal amount of the Competitive Loan requested by the Company or (ii) in order to enable the Company to accept all remaining bids, or all remaining bids at a particular Competitive Bid ~~Rate pursuant to clause (iv) the amounts shall be rounded to integral multiples of $1,000,000 in a manner which shall be in the discretion of the applicable Borrower~~Rate. A notice given by ~~a Borrower~~ Company pursuant to this paragraph (d) shall be irrevocable. (e) ~~The CAF~~ Agent shall promptly notify each bidding ~~Lender (and the Administrative Agent), by telecopy,~~ Bank whether or not its Competitive Bid has been accepted (and if so, in what amount and at what Competitive Bid Rate) by telex or telecopier sent by Agent, and each successful bidder will thereupon become bound, subject to the other applicable conditions hereof, to make the Competitive Loan in respect of which its bid has been accepted. After completing the notifications referred to in the immediately preceding sentence, Agent shall (i) notify Agent of each Competitive Bid that has been accepted, the amount thereof and the Competitive Bid Rate therefor and (ii) notify each Bank of the aggregate principal amount of all Competitive Bids accepted. (f) No Competitive ~~Borrowing~~ Loan shall be ~~requested or~~ made ~~hereunder if after giving effect thereto any~~ within five Business Days of the ~~conditions set forth in clauses (i) through (iv)~~ date of ~~Section 2.01 would not be met~~any other Competitive Loan, unless the Company and Agent shall mutually agree otherwise. (g) If ~~either the Administrative~~ Agent ~~or CAF Agent~~ shall at any time have a Commitment hereunder and shall elect to submit a Competitive Bid in its capacity as a ~~Lender~~Bank, ~~such party~~ it shall submit such bid directly to the ~~Borrower~~ Company one quarter of an hour earlier than the latest time at which the other ~~Lenders~~ Banks are required to submit their bids to ~~the CAF~~ Agent pursuant to paragraph (b) above. (h) Each of the Borrowers and the CAF Agent shall deliver to the Administrative Agent by telecopy copies of all notices delivered by it pursuant to this Section 2.03 at the same times such notices are delivered hereunder. All notices required by this Section ~~2.03~~ 2.10 shall be ~~given~~ made in accordance with Section ~~8.01. (i) A~~ 13.2 and the Competitive Bid ~~Request shall not be made within five Business Days after the date of any previous Competitive Bid which was accepted~~ Administrative Questionnaire most recently placed on file by ~~a Borrower pursuant to paragraph (d) above~~each Bank with Agent.

Appears in 1 contract

Sources: Credit Agreement (Seagull Energy Corp)

Competitive Bid Procedure. (a) In order to request Competitive Bids, a the Borrower shall hand ~~deliver~~ deliver, telex or telecopy to the ~~CAF~~ Agent a duly completed Competitive Bid Request in the form of Exhibit A-1 hereto, to be received by the ~~CAF~~ Agent (i) in the case of a Eurodollar Competitive Borrowing, not later than ~~11:00~~ 10:00 a.m., New York City time, ~~four~~four Business Days before a proposed Competitive Borrowing and (ii) in the case of a Fixed Rate Borrowing, not later than 10:00 a.m., New York City time, one Business Day before a proposed Competitive Borrowing. No ABR Loan shall be requested in, or made pursuant to, a Competitive Bid Request. A Competitive Bid Request that does not conform substantially to the format of Exhibit A-1 may be rejected in the Agent's sole discretion, and the Agent shall promptly notify the Borrower of such rejection by telex or telecopier. Such request shall in each case refer to this Agreement and specify (x) whether the Borrowing then being requested is to be a Eurodollar Borrowing or a Fixed Rate Borrowing, (y) the date of such Borrowing (which shall be a Business Day) and the aggregate principal amount thereof which shall be in a minimum principal amount of $5,000,000 and in an integral multiple of $1,000,000, and (z) the Interest Period with respect thereto (which may not end after the Maturity Date). Promptly after its receipt of a Competitive Bid Request that is not rejected as aforesaid, the Agent shall invite by telecopier (in the form set forth in Exhibit A-2 hereto) the Lenders to bid, on the terms and conditions of this Agreement, to make Competitive Loans pursuant to the Competitive Bid Request. (b) Each Lender ~~invited to bid~~ may, in its sole discretion, make one or more Competitive Bids to the Borrower responsive to ~~such Borrower's~~ a Competitive Bid Request. Each Competitive Bid by a Lender must be received by the ~~CAF~~ Agent ~~by telecopy~~via telecopier, in the form of Exhibit A-3 hereto, (i) in the case of a Eurodollar Competitive Borrowing, not later than 9:30 a.m., New York City time, three Business Days before a proposed Competitive Borrowing and (iii) in the case of a Fixed Rate Borrowing, not later than 9:30 a.m., New York City time, on the day of a proposed Competitive Borrowing. Multiple bids will be accepted by the ~~CAF~~ Agent. Competitive Bids that do not conform substantially to the format of Exhibit A-3 may be rejected by the ~~CAF Agent~~Agent after conferring with, and upon the instruction of, the Borrower, and the ~~CAF~~ Agent shall notify the Lender making such nonconforming bid of such rejection as soon as practicable. Each Competitive Bid shall refer to this Agreement and specify (x) the principal amount (which shall be in a minimum principal amount of $5,000,000 and in an integral multiple of $1,000,000 and which may equal the entire principal amount of the Competitive Borrowing requested by the ~~applicable~~ Borrower) of the Competitive Loan or Loans that the Lender is willing to make to ~~such~~ the Borrower, (y) the Competitive Bid Rate or Rates at which the Lender is prepared to make the Competitive Loan or Loans and (z) the Interest Period and the last day thereof. If any Lender ~~invited to bid~~ shall elect not to make a Competitive Bid, such Lender shall so notify the ~~CAF~~ Agent ~~by telecopy~~ via telecopier (I) in the case of Eurodollar Competitive Loans, not later than 9:30 a.m., New York City time, three Business Days before a proposed Competitive Borrowing, and (II) in the case of Fixed Rate Loans, not later than 9:30 a.m., New York City time, on the day of a proposed Competitive Borrowing; provided, however, that failure by any Lender to give such notice shall not cause such Lender to be obligated to make any Competitive Loan as part of such Competitive Borrowing. A Competitive Bid submitted by a Lender pursuant to this paragraph (b) shall be irrevocable. (c) The ~~CAF~~ Agent shall promptly notify the Borrower by ~~telecopy,~~ telecopier of all the Competitive Bids made, the Competitive Bid Rate and the principal amount of each Competitive Loan in respect of which ~~such~~ a Competitive Bid was made and the identity of the Lender that made each ~~such~~ bid. The Agent shall send a copy of all Competitive Bids to the Borrower for its records as soon as practicable after completion of the bidding process set forth in this Section 2.03. (d) A The Borrower may in its sole and absolute discretion, subject only to the provisions of this paragraph (d), accept or reject any ~~or all~~ Competitive ~~Bids~~ Bid referred to in paragraph (c) above. ~~Such~~ The Borrower shall notify the ~~CAF~~ Agent by telephone, confirmed by ~~telecopy~~ telecopier in the form of a Competitive Bid Accept/Reject ~~Letter~~Letter in the form of Exhibit A-4 hereto, whether and to what extent it has decided to accept or reject any of or all the bids referred to in paragraph (c) ~~above by~~ above, (ix) in the case of a Eurodollar Competitive Borrowing, not later than 10:30 a.m., New York City time, three Business Days before a proposed Competitive ~~Borrowing~~ Borrowing, and (iy) in the case of a Fixed Rate Borrowing, not later than 10:30 a.m., New York City time, on the day of a proposed Competitive Borrowing; provided, however, that (i) the failure by ~~such~~ the Borrower to give such notice shall be deemed to be a rejection of all the bids referred to in paragraph (c) above, (iii) ~~such~~ the Borrower shall not accept a bid made at a particular Competitive Bid Rate if it the Borrower has decided to reject a bid made at a lower Competitive Bid Rate, (iiii) the aggregate amount of the Competitive Bids accepted by ~~such~~ the Borrower shall not exceed the principal amount specified in the Competitive Bid ~~Request~~Request and shall be in a minimum principal amount of $5,000,000, (iiv) if ~~such~~ the Borrower shall accept a bid or bids made at a particular Competitive Bid Rate but the amount of such bid or bids shall cause the total amount of bids to be accepted by ~~such~~ the Borrower to exceed the amount specified in the Competitive Bid Request, then ~~such~~ the Borrower shall accept a portion of such bid or bids in an amount equal to the amount specified in the Competitive Bid Request less the amount of all other Competitive Bids accepted with respect to such Competitive Bid Request, which acceptance, in the case of multiple bids at such Competitive Bid Rate, shall be made pro rata in accordance with the amount of each such bid at such Competitive Bid Rate, and (iv) except pursuant to clause (iv) above, no bid shall be accepted for a Competitive Loan unless such Competitive Loan is in a minimum principal amount of $5,000,000 and an integral multiple of $1,000,000; provided further, however, that if a Competitive Loan must be in an amount less than $5,000,000 because of the provisions of clause (iv) above, such Competitive Loan may be for a minimum of $1,000,000 or any integral multiple thereof, and in calculating the pro rata allocation of acceptances of portions of multiple bids at a particular Competitive Bid Rate pursuant to clause (iv) the amounts shall be rounded to integral multiples of $1,000,000 in a manner which shall be in the discretion of the ~~applicable~~ Borrower. A notice given by a the Borrower pursuant to this paragraph (d) shall be irrevocable. (e) The ~~CAF~~ Agent shall promptly notify each bidding Lender ~~(and the Administrative Agent), by telecopy,~~ whether or not its Competitive Bid has been accepted (and if so, in what amount and at what Competitive Bid Rate) by telecopy sent by the Agent, and each successful bidder will thereupon become bound, subject to the other applicable conditions hereof, to make the Competitive Loan in respect of which its bid has been accepted. (f) No A Competitive ~~Borrowing~~ Bid Request shall ~~be requested or made hereunder if after giving effect thereto any of the conditions set forth in clauses (i) through (iv) of Section 2.01 would~~ not be ~~met~~made within five Business Days after the date of any previous Competitive Bid Request. (g) If ~~either~~ the ~~Administrative Agent or CAF~~ Agent shall elect to submit a Competitive Bid in its capacity as a Lender, ~~such party~~ it shall submit such bid directly to the Borrower one quarter of an hour earlier than the latest time at which the other Lenders are required to submit their bids to the ~~CAF~~ Agent pursuant to paragraph (b) above. (h) Each of the Borrowers and the CAF Agent shall deliver to the Administrative Agent by telecopy copies of all notices delivered by it pursuant to this Section 2.03 at the same times such notices are delivered hereunder. All ~~notices~~ Notices required by this Section 2.03 shall be given in accordance with Section ~~8.01~~9.01. ~~(i) A Competitive Bid Request shall not be made within five Business Days after the date of any previous Competitive Bid which was accepted by a Borrower pursuant to paragraph (d) above~~SECTION 2.04. Standby Borrowing ProcedureSECTION 2.04.

Appears in 1 contract

Sources: 364 Day Competitive Advance and Revolving Credit Facility Agreement (Kansas City Southern Industries Inc)

Competitive Bid Procedure. (a) In order to request Competitive Bids, ~~a Borrower~~ Westinghouse shall hand deliver or telecopy to the ~~CAF~~ Administrative Agent a duly completed Competitive Bid Request in the form of Exhibit ~~A-1 hereto~~B-1, to be received by the ~~CAF~~ Administrative Agent (i) in the case of a Eurodollar Competitive ~~Borrowing~~Loan, not later than ~~11:00~~ 10:00 a.m., New York City time, ~~four~~four Business Days before a proposed Competitive Loan and (ii) in the case of an Absolute Rate Loan, not later than 10:00 a.m., New York City time, one Business Day before a proposed Competitive Loan. A Competitive Bid Request that does not conform substantially to the format of Exhibit B-1 may be rejected in the Administrative Agent's discretion (exercised in good faith), and the Administrative Agent shall promptly notify Westinghouse of such rejection by telephone, confirmed by telecopier. Such request shall in each case refer to this Agreement and specify (x) whether the Competitive Loan then being requested is to be a Eurodollar Competitive Loan or an Absolute Rate Loan, (y) the date of such Loan (which shall be a Business Day) and the aggregate principal amount thereof which shall be in a minimum principal amount of $5,000,000 and in an integral multiple of $1,000,000, and (z) the Interest Period with respect thereto (which may not end after the Revolving Credit Maturity Date). Promptly after its receipt of a Competitive Bid Request that is not rejected as aforesaid (and in any event by 5:00 p.m., New York City time, on the date of such receipt if such receipt occurs by the time specified in the first sentence of this paragraph), the Administrative Agent shall invite by telecopier (in the form set forth in Exhibit B-2) the Lenders to bid, on the terms and conditions of this Agreement, to make Competitive Loans pursuant to such Competitive Bid Request. (b) Each Lender ~~invited to bid~~ may, in its sole discretion, make one or more Competitive Bids to ~~the Borrower~~ Westinghouse responsive to ~~such Borrower's~~ a Competitive Bid Request. Each Competitive Bid ~~by a Lender~~ must be received by the ~~CAF~~ Administrative Agent by ~~telecopy~~telecopier, in the form of Exhibit ~~A-3 hereto~~B-3, (i) in the case of a Eurodollar Competitive ~~Borrowing~~Loan, not later than 9:30 a.m., New York City time, three Business Days before a proposed Competitive ~~Borrowing~~ Loan and (iii) in the case of ~~a Fixed~~ an Absolute Rate ~~Borrowing~~Loan, not later than 9:30 a.m., New York City time, on the day of a proposed Competitive ~~Borrowing~~Loan. Multiple ~~bids~~ Competitive Bids will be accepted by the ~~CAF~~ Administrative Agent. Competitive Bids that do not conform substantially to the format of Exhibit ~~A-3~~ B-3 may be rejected by the ~~CAF Agent~~Administrative Agent after conferring with, and upon the instruction of, Westinghouse, and the ~~CAF~~ Administrative Agent shall notify the Lender making such nonconforming ~~bid~~ Competitive Bid of such rejection as soon as practicable. Each Competitive Bid shall refer to this Agreement and specify (x) the principal amount (which shall be in a minimum principal amount of $5,000,000 and in an integral multiple of $1,000,000 and which may equal the entire principal amount of the Competitive ~~Borrowing~~ Loan requested by ~~the applicable Borrower~~Westinghouse) of the Competitive Loan or Loans that the applicable Lender is willing to make to ~~such Borrower~~Westinghouse, (y) the Competitive Bid Rate or Rates at which ~~the~~ such Lender is prepared to make the Competitive Loan or Loans and (z) the Interest Period and the last day thereof. If A Competitive Bid submitted pursuant to this paragraph (b) shall be irrevocable (subject to the satisfaction of the conditions to borrowing set forth in Article IV). (c) The Administrative Agent shall promptly (and in any ~~Lender invited to bid shall elect not to make a Competitive Bid, such Lender shall so notify the CAF Agent~~ event by telecopy (I) in the case of Eurodollar Competitive Loans, not later than 9:30 a.m., New York City time, three Business Days before a proposed Competitive Borrowing, and (II) in the case of Fixed Rate Loans, not later than 9:30 10:15 a.m., New York City time, on the ~~day of a proposed Competitive Borrowing; provided, however, that failure by any Lender to give such notice shall not cause such Lender to be obligated to make any Competitive Loan as part of~~ date on which such Competitive ~~Borrowing. A Competitive Bid submitted~~ Bids shall have been made) notify Westinghouse by ~~a Lender pursuant to this paragraph (b) shall be irrevocable. (c) The CAF Agent shall notify the Borrower by telecopy,~~ telecopier of all the Competitive Bids made, the Competitive Bid Rate and the principal amount of each Competitive Loan in respect of which ~~such~~ a Competitive Bid was made and the identity of the Lender that made each ~~such bid~~Competitive Bid. The Administrative Agent shall send a copy of all Competitive Bids to Westinghouse for its records as soon as practicable after completion of the bidding process set forth in this Section 2.3. (d) ~~A Borrower~~ Westinghouse may in its sole and absolute discretion, subject only to the provisions of this paragraph (d), accept or reject any ~~or all~~ Competitive ~~Bids~~ Bid referred to in paragraph (c) above. ~~Such Borrower~~ Westinghouse shall notify the ~~CAF~~ Administrative Agent by telephone, confirmed by ~~telecopy~~ telecopier in such form as may be agreed upon by Westinghouse and the ~~form of a Competitive Bid Accept/Reject Letter~~Administrative Agent, whether and to what extent it has decided to accept or reject any of or all the ~~bids~~ Competitive Bids referred to in paragraph (c) ~~above by~~ above, (ix) in the case of a Eurodollar Competitive ~~Borrowing~~Loan, not later than ~~10:30~~ 11:00 a.m., New York City time, three Business Days before a proposed Competitive ~~Borrowing~~ Loan, and (iy) in the case of ~~a Fixed~~ an Absolute Rate ~~Borrowing~~Loan, not later than ~~10:30~~ 11:00 a.m., New York City time, on the day of a proposed Competitive ~~Borrowing~~Loan; provided, however, that (i) the failure by ~~such Borrower~~ Westinghouse to give such notice shall be deemed to be a rejection of all the ~~bids~~ Competitive Bids referred to in paragraph (c) above, (iii) ~~such Borrower~~ Westinghouse shall not accept a ~~bid~~ Competitive Bid made at a particular Competitive Bid Rate if it has decided to reject a ~~bid~~ Competitive Bid made at a lower Competitive Bid Rate, (iiii) the aggregate amount of the Competitive Bids accepted by ~~such Borrower~~ Westinghouse shall not exceed the principal amount specified in the Competitive Bid ~~Request~~Request (but may be less than that requested), (iiv) if ~~such Borrower~~ Westinghouse shall accept a ~~bid~~ Competitive Bid or ~~bids~~ Competitive Bids made at a particular Competitive Bid Rate but the amount of such ~~bid~~ Competitive Bid or ~~bids~~ Competitive Bids shall cause the total amount of ~~bids~~ Competitive Bids to be accepted by ~~such Borrower~~ it to exceed the amount specified in the Competitive Bid Request, then ~~such Borrower~~ Westinghouse shall accept a portion of such ~~bid~~ Competitive Bid or ~~bids~~ Competitive Bids in an amount equal to the amount specified in the Competitive Bid Request less the amount of all other Competitive Bids accepted with respect to such Competitive Bid Request, which acceptance, in the case of multiple ~~bids~~ Competitive Bids at such Competitive Bid Rate, shall be made pro rata in accordance with the amount of each such ~~bid~~ Competitive Bid at such Competitive Bid Rate, and (iv) except pursuant to clause (iv) ~~above,~~ above no ~~bid~~ Competitive Bid shall be accepted for a Competitive Loan unless such Competitive Loan is in a minimum principal amount of $5,000,000 and an integral amount multiple of $1,000,000; ~~provided~~ provided, further, however, that if a Competitive Loan must be in an amount less than $5,000,000 because of the provisions of clause (iv) above, such Competitive Loan may be for a minimum of $1,000,000 or any integral multiple thereof, and in calculating the pro rata allocation of acceptances of portions of multiple bids at a particular Competitive Bid Rate pursuant to clause (iv) the amounts shall be rounded to integral multiples of $1,000,000 in a manner which shall be in the discretion of the applicable Borrower. A notice given by a Borrower pursuant to this paragraph (d) shall be irrevocable. (e) The CAF Agent shall promptly notify each bidding Lender (and the Administrative Agent), by telecopy, whether or not its Competitive Bid has been accepted (and if so, in what amount and at what Competitive Bid Rate) and each successful bidder will thereupon become bound, subject to the other applicable conditions hereof, to make the Competitive Loan in respect of which its bid has been accepted. (f) No Competitive Borrowing shall be requested or made hereunder if after giving effect thereto any of the conditions set forth in clauses (i) through (iv) of Section 2.01 would not be met. (g) If either the Administrative Agent or CAF Agent shall elect to submit a Competitive Bid in its capacity as a Lender, such party shall submit such bid directly to the Borrower one quarter of an hour earlier than the latest time at which the other Lenders are required to submit their bids to the CAF Agent pursuant to paragraph (b) above. (h) Each of the Borrowers and the CAF Agent shall deliver to the Administrative Agent by telecopy copies of all notices delivered by it pursuant to this Section 2.03 at the same times such notices are delivered hereunder. All notices required by this Section 2.03 shall be given in accordance with Section 8.01. (i) A Competitive Bid Request shall not be made within five Business Days after the date of any previous Competitive Bid which was accepted by a Borrower pursuant to paragraph (d) above.the

Appears in 1 contract

Sources: Credit Agreement (Westinghouse Electric Corp)

Competitive Bid Procedure. (a) In order to request Competitive Bids, a Borrower shall hand deliver or telecopy to the CAF Agent a duly completed Competitive Bid Request in the form of Exhibit A-1 hereto, to be received by the CAF Agent (i) in the case of a Eurodollar Competitive Borrowing, not later than 11:00 a.m., New York City time, ~~four~~four Business Days before a proposed Competitive Borrowing and (ii) in the case of a Fixed Rate Borrowing, not later than 11:00 a.m., New York City time, one Business Day before a proposed Competitive Borrowing. No ABR Loan shall be requested in, or made pursuant to, a Competitive Bid Request. A Competitive Bid Request that does not conform substantially to the format of Exhibit A-1 may be rejected in the CAF Agent's sole discretion, and the CAF Agent shall promptly notify the Borrower of such rejection by telecopy. Each Competitive Bid Request shall refer to this Agreement and specify (w) whether the Borrowing then being requested is to be a Eurodollar Borrowing or a Fixed Rate Borrowing, (x) the date of such Borrowing (which shall be a Business Day) and the aggregate principal amount thereof which shall be in a minimum principal amount of $5,000,000 and in an integral multiple of $1,000,000, and (y) the Interest Period with respect thereto (which may not end after the earlier to occur of the last day of the Revolving Period and the Maturity Date). Promptly after its receipt of a Competitive Bid Request that is not rejected as aforesaid, the CAF Agent shall telecopy to each Lender a Notice of Competitive Bid Request in the form of Exhibit A-2 inviting the Lenders to bid, on the terms and conditions of this Agreement, to make Competitive Loans. (b) Each Lender invited to bid may, in its sole discretion, make one or more Competitive Bids to the Borrower responsive to such Borrower's Competitive Bid Request. Each Competitive Bid by a Lender must be received by the CAF Agent by telecopy, in the form of Exhibit A-3 hereto, (i) in the case of a Eurodollar Competitive Borrowing, not later than 9:30 a.m., New York City time, three Business Days before a proposed Competitive Borrowing and (iii) in the case of a Fixed Rate Borrowing, not later than 9:30 a.m., New York City time, on the day of a proposed Competitive Borrowing. Multiple bids will be accepted by the CAF Agent. Competitive Bids that do not conform substantially to the format of Exhibit A-3 may be rejected by the CAF Agent, and the CAF Agent shall notify the Lender making such nonconforming bid of such rejection as soon as practicable. Each Competitive Bid shall refer to this Agreement and specify (x) the principal amount (which shall be in a minimum principal amount of $5,000,000 and in an integral multiple of $1,000,000 and which may equal the entire principal amount of the Competitive Borrowing requested by the applicable Borrower) of the Competitive Loan or Loans that the Lender is willing to make to such Borrower, (y) the Competitive Bid Rate or Rates at which the Lender is prepared to make the Competitive Loan or Loans and (z) the Interest Period and the last day thereof. If any Lender invited to bid shall elect not to make a Competitive Bid, such Lender shall so notify the CAF Agent by telecopy (I) in the case of Eurodollar Competitive Loans, not later than 9:30 a.m., New York City time, three Business Days before a proposed Competitive Borrowing, and (II) in the case of Fixed Rate Loans, not later than 9:30 a.m., New York City time, on the day of a proposed Competitive Borrowing; provided, however, that failure by any Lender to give such notice shall not cause such Lender to be obligated to make any Competitive Loan as part of such Competitive Borrowing. A Competitive Bid submitted by a Lender pursuant to this paragraph (b) shall be irrevocable. (c) The CAF Agent shall notify the Borrower by telecopy, of all the Competitive Bids made, the Competitive Bid Rate and the principal amount of each Competitive Loan in respect of which such Competitive Bid was made and the identity of the Lender that made each such ~~bid~~bid by (i)in the case of a Eurodollar Competitive Borrowing, not later than 10:00 a.m., New York City time, three Business Days before a proposed Competitive Borrowing and (ii) in the case of a Fixed Rate Borrowing, not later than 10:00 a.m., New York City time, on the day of a proposed Competitive Borrowing. The CAF Agent shall send a copy of all Competitive Bids to the Borrower for its records as soon as practicable after the completion of the bidding process set forth in this Section 2.03. (d) A Borrower may in its sole and absolute discretion, subject only to the provisions of this paragraph (d), accept or reject any or all Competitive Bids referred to in paragraph (c) above. Such Borrower shall notify the CAF Agent by telephone, confirmed by telecopy in the form of a Competitive Bid Accept/Reject Letter, whether and to what extent it has decided to accept or reject any of or all the bids referred to in paragraph (c) above by (i) in the case of a Eurodollar Competitive Borrowing, not later than 10:30 a.m., New York City time, three Business Days before a proposed Competitive Borrowing and (iii) in the case of a Fixed Rate Borrowing, not later than 10:30 a.m., New York City time, on the day of a proposed Competitive Borrowing; provided, however, that (i) the failure by such Borrower to give such notice shall be deemed to be a rejection of all the bids referred to in paragraph (c) above, (iii) such Borrower shall not accept a bid made at a particular Competitive Bid Rate if it has decided to reject a bid made at a lower Competitive Bid Rate, (iiii) the aggregate amount of the Competitive Bids accepted by such Borrower shall not exceed the principal amount specified in the Competitive Bid Request, (iiv) if such Borrower shall accept a bid or bids made at a particular Competitive Bid Rate but the amount of such bid or bids shall cause the total amount of bids to be accepted by such Borrower to exceed the amount specified in the Competitive Bid Request, then such Borrower shall accept a portion of such bid or bids in an amount equal to the amount specified in the Competitive Bid Request less the amount of all other Competitive Bids accepted with respect to such Competitive Bid Request, which acceptance, in the case of multiple bids at such Competitive Bid Rate, shall be made pro rata in accordance with the amount of each such bid at such Competitive Bid Rate, and (iv) except pursuant to clause (iv) above, no bid shall be accepted for a Competitive Loan unless such Competitive Loan is in a minimum principal amount of $5,000,000 and an integral multiple of $1,000,000; provided further, however, that if a Competitive Loan must be in an amount less than $5,000,000 because of the provisions of clause (iv) above, such Competitive Loan may be for a minimum of $1,000,000 or any integral multiple thereof, and in calculating the pro rata allocation of acceptances of portions of multiple bids at a particular Competitive Bid Rate pursuant to clause (iv) the amounts shall be rounded to integral multiples of $1,000,000 in a manner which shall be in the discretion of the applicable Borrower. A notice given by a Borrower pursuant to this paragraph (d) shall be irrevocable. (e) The CAF Agent shall promptly notify each bidding Lender (and the Administrative Agent), by telecopy, whether or not its Competitive Bid has been accepted (and if so, in what amount and at what Competitive Bid Rate) and each successful bidder will thereupon become bound, subject to the other applicable conditions hereof, to make the Competitive Loan in respect of which its bid has been accepted. (f) No Competitive Borrowing shall be requested or made hereunder if after giving effect thereto any of the conditions set forth in clauses (i) through (iv) of Section 2.01 would not be met. (g) If either the Administrative Agent or CAF Agent shall elect to submit a Competitive Bid in its capacity as a Lender, such party shall submit such bid directly to the Borrower one quarter of an hour earlier than the latest time at which the other Lenders are required to submit their bids to the CAF Agent pursuant to paragraph (b) above. (h) Each of the Borrowers and the CAF Agent shall deliver to the Administrative Agent by telecopy copies of all notices delivered by it pursuant to this Section 2.03 at the same times such notices are delivered hereunder. All notices required by this Section 2.03 shall be given in accordance with Section 8.01. (i) A Competitive Bid Request shall not be made within five Business Days after the date of any previous Competitive Bid which was accepted by a Borrower pursuant to paragraph (d) above. (j) Notwithstanding any provision in this Agreement to the contrary, no Competitive Borrowing shall be made or requested after the last day of the Revolving Period.

Appears in 1 contract

Sources: 364 Day Amended and Restated Competitive Advance and Revolving Credit Facility Agreement (Texas Utilities Electric Co)

Competitive Bid Procedure. (a) In order to request Competitive Bids, ~~a Borrower~~ the Company shall hand ~~deliver~~ deliver, telex or telecopy to ~~the CAF~~ Auction Administrative Agent a duly completed ~~Competitive Bid Request~~ request substantially in the form of Exhibit ~~A-1 hereto~~F, with the blanks appropriately completed (a "Competitive Bid Request"), to be received by ~~the CAF~~ Auction Administrative Agent ~~(i) in the case of a Eurodollar Competitive Borrowing,~~ not later than 11:00 a.m., ~~New York City~~ Houston, Texas time, ~~four~~five (5) Business Days before the date specified for a proposed Competitive Loan. No Alternate Base Rate Loan shall be requested in, or, except pursuant to Section 6, made pursuant to, a Competitive Bid Request. A Competitive Bid Request that does not conform substantially to the format of Exhibit F may be rejected at Auction Administrative Agent's sole discretion, and Auction Administrative Agent shall promptly notify the Company of such rejection by telecopier. Each Competitive Bid Request shall in each case refer to this Agreement and specify (x) the date of such Competitive Loans (which shall be a Business Day) and the aggregate principal amount thereof (which shall not be less than $25,000,000 or greater than the unused portion of the Facility Amount on such date and shall be an integral multiple of $5,000,000) and (y) the Interest Period with respect thereto (which may not end after the termination of the Revolving Credit Availability Period). Promptly after its receipt of a Competitive Bid Request that is not rejected as aforesaid, Auction Administrative Agent shall invite by telecopier (in substantially the form set forth in Exhibit H hereto) the Banks to bid, on the terms and conditions of this Agreement, to make Competitive Loans pursuant to such Competitive Bid Request. Notwithstanding the foregoing, Auction Administrative Agent shall have no obligation to invite any Bank to make a Competitive Bid pursuant to this Section until such Bank has delivered a properly completed Competitive Bid Administrative Questionnaire to Auction Administrative Agent. (b) Each ~~Lender invited to bid~~ Bank may, in its sole discretion, make one or more Competitive Bids to the ~~Borrower~~ Company responsive to ~~such Borrower's~~ each Competitive Bid Request. Each Competitive Bid by a ~~Lender~~ Bank must be received by ~~the CAF~~ Auction Administrative Agent ~~by telecopy~~via telecopier, in the form of Exhibit ~~A-3~~ H hereto~~, (i) in the case of a Eurodollar Competitive Borrowing~~, not later than ~~9:30~~ 11:00 a.m., ~~New York City~~ Houston, Texas time, ~~three~~ four (4) Business Days before the date specified for a proposed Competitive ~~Borrowing and (i) in the case of a Fixed Rate Borrowing, not later than 9:30 a.m., New York City time, on the day of a proposed Competitive Borrowing. Multiple bids will be accepted by the CAF Agent~~Loan. Competitive Bids that do not conform substantially to the format of Exhibit ~~A-3~~ H may be rejected by ~~the CAF Agent~~Auction Administrative Agent after conferring with, and upon the ~~CAF~~ instruction of, the Company, and Auction Administrative Agent shall notify the ~~Lender making such nonconforming bid~~ Bank of such rejection as soon as practicable. Each Competitive Bid shall refer to this Agreement and ~~specify~~ (x) specify the principal amount (which shall be in a minimum principal amount of $5,000,000 and in an integral multiple of $1,000,000 and which may equal the entire aggregate principal amount of the Competitive ~~Borrowing~~ Loan requested by the ~~applicable Borrower~~Company) of the Competitive Loan ~~or Loans~~ that the ~~Lender~~ Bank is willing to make to ~~such Borrower~~the Company, (y) specify the Competitive Bid Rate ~~or Rates~~ at which the ~~Lender~~ Bank is prepared to make the Competitive Loan ~~or Loans~~ and (z) confirm the Interest Period ~~and~~ with respect thereto specified by the ~~last day thereof. If any Lender invited to bid shall elect not to make a~~ Company in its Competitive Bid, such Lender shall so notify the CAF Agent by telecopy (I) in the case of Eurodollar Competitive Loans, not later than 9:30 a.m., New York City time, three Business Days before a proposed Competitive Borrowing, and (II) in the case of Fixed Rate Loans, not later than 9:30 a.m., New York City time, on the day of a proposed Competitive Borrowing; provided, however, that failure by any Lender to give such notice shall not cause such Lender to be obligated to make any Competitive Loan as part of such Competitive BorrowingBid Request. A Competitive Bid submitted by a ~~Lender~~ Bank pursuant to this paragraph (b) shall be irrevocable. (c) ~~The CAF~~ Auction Administrative Agent shall notify the Borrower by telecopy, of all the Competitive Bids made, the Competitive Bid Rate and the principal amount of each Competitive Loan in respect of which such Competitive Bid was made and the identity of the Lender that made each such bid (d) A Borrower may in its sole and absolute discretion, subject only to the provisions of this paragraph (d), accept or reject any or all Competitive Bids referred to in paragraph (c) above. Such Borrower shall notify the CAF Agent by telephone, confirmed by telecopy in the form of a Competitive Bid Accept/Reject Letter, whether and to what extent it has decided to accept or reject any of or all the bids referred to in paragraph (c) above by (i) in the case of a Eurodollar Competitive Borrowing, not later than 10:30 a.m., New York City time, three Business Days before a proposed Competitive Borrowing and (i) in the case of a Fixed Rate Borrowing, not later than 10:30 a.m., New York City time, on the day of a proposed Competitive Borrowing; provided, however, that (i) the failure by such Borrower to give such notice shall be deemed to be a rejection of all the bids referred to in paragraph (c) above, (i) such Borrower shall not accept a bid made at a particular Competitive Bid Rate if it has decided to reject a bid made at a lower Competitive Bid Rate, (i) the aggregate amount of the Competitive Bids accepted by such Borrower shall not exceed the principal amount specified in the Competitive Bid Request, (i) if such Borrower shall accept a bid or bids made at a particular Competitive Bid Rate but the amount of such bid or bids shall cause the total amount of bids to be accepted by such Borrower to exceed the amount specified in the Competitive Bid Request, then such Borrower shall accept a portion of such bid or bids in an amount equal to the amount specified in the Competitive Bid Request less the amount of all other Competitive Bids accepted with respect to such Competitive Bid Request, which acceptance, in the case of multiple bids at such Competitive Bid Rate, shall be made pro rata in accordance with the amount of each such bid at such Competitive Bid Rate, and (i) except pursuant to clause (iv) above, no bid shall be accepted for a Competitive Loan unless such Competitive Loan is in a minimum principal amount of $5,000,000 and an integral multiple of $1,000,000; provided further, however, that if a Competitive Loan must be in an amount less than $5,000,000 because of the provisions of clause (iv) above, such Competitive Loan may be for a minimum of $1,000,000 or any integral multiple thereof, and in calculating the pro rata allocation of acceptances of portions of multiple bids at a particular Competitive Bid Rate pursuant to clause (iv) the amounts shall be rounded to integral multiples of $1,000,000 in a manner which shall be in the discretion of the applicable Borrower. A notice given by a Borrower pursuant to this paragraph (d) shall be irrevocable. (e) The CAF Agent shall promptly notify each bidding Lender (and the Administrative Agent)shall, by telecopy, whether or not its Competitive Bid has been accepted (and if so, in what amount and at what Competitive Bid Rate) and each successful bidder will thereupon become bound, subject to the other applicable conditions hereof, to make the Competitive Loan in respect of which its bid has been accepted. (f) No Competitive Borrowing shall be requested or made hereunder if after giving effect thereto any of the conditions set forth in clauses (i) through (iv) of Section 2.01 would not be met. (g) If either the Administrative Agent or CAF Agent shall elect to submit a Competitive Bid in its capacity as a Lender, such party shall submit such bid directly to the Borrower one quarter of an hour earlier than the latest time at which the other Lenders are required to submit their bids to the CAF Agent pursuant to paragraph (b) above. (h) Each of the Borrowers and the CAF Agent shall deliver to the Administrative Agent by telecopy copies of all notices delivered by it pursuant to this Section 2.03 at the same times such notices are delivered hereunder. All notices required by this Section 2.03 shall be given in accordance with Section 8.01. (i) A Competitive Bid Request shall not be made within five Business Days after the date of any previous Competitive Bid which was accepted by a Borrower pursuant to paragraph (d) above.2:00 p.m. four

Appears in 1 contract

Sources: Revolving Credit Agreement (Ocean Energy Inc /Tx/)

Competitive Bid Procedure. 2.2.1.1 Borrower may request the Revolving Credit Lenders to make Competitive Bids in respect of an aggregate amount of Competitive Bid Borrowings at any time outstanding not in excess of: (ai) the Total Revolving Credit Commitment in effect at such time less (ii) the Aggregate Outstanding Revolving Credit at such time. In order to request Competitive Bids, Borrower will pay Administrative Agent a ~~Borrower shall~~ fee as set forth in the Side Letter and hand deliver or telecopy to the ~~CAF~~ Administrative Agent a duly completed Competitive Bid Request: (a) by 11:00 a.m. (New York, New York time) five Business Days prior to the proposed Borrowing for a Euro-Rate Competitive Bid Loan; (b) by 11:00 a.m. (New York, New York time) three Business Days prior to the proposed Borrowing for a Fixed Rate Competitive Bid Loan. A Competitive Bid Request that does not conform substantially to the format of the form delivered by Documentation Agent to Borrower and Revolving Credit Lenders in connection with the Closing may be rejected in the Administrative Agent's sole discretion, and the Administrative Agent will promptly notify Borrower of such rejection by telecopier. Promptly after its receipt of a Competitive Bid Request that is not rejected as aforesaid, the Administrative Agent will invite by telecopier (in the form delivered by Documentation Agent to Borrower and Revolving Credit Lenders in connection with the Closing) the Revolving Credit Lenders to bid, on the terms and conditions of ~~Exhibit A-1 hereto~~this Agreement, to ~~be received by~~ make Competitive Bid Loans pursuant to the ~~CAF Agent (i) in the case of a Eurodollar~~ Competitive ~~Borrowing, not later than 11:00 a.m., New York City time, four~~Bid Request. ~~(b)~~ 2.2.1.2 Each Revolving Credit Lender ~~invited to bid~~ may, in its sole discretion, make one or more Competitive Bids to ~~the~~ Borrower responsive to ~~such Borrower's~~ any Competitive Bid Request. Each Competitive Bid by a Revolving Credit Lender must be received by the ~~CAF~~ Administrative Agent ~~by telecopy~~via telecopier, in the form ~~of Exhibit A-3 hereto~~delivered by Documentation Agent to Borrower and Revolving Credit Lenders in connection with the Closing, (i) in the case of a ~~Eurodollar~~ Euro-Rate Competitive ~~Borrowing~~Bid Loan, not later than ~~9:30 a.m.~~2:00 p.m. (New York, New York ~~City~~ time~~, three~~ ) four Business Days before a proposed Competitive ~~Borrowing~~ Bid Loan and (iii) in the case of a Fixed Rate ~~Borrowing~~Competitive Bid Loan, not later than ~~9:30 a.m.~~10:00 a.m. (New York, New York ~~City~~ time~~, on~~ ) one Business Day before the day of a proposed Competitive ~~Borrowing~~Bid Loan. Multiple bids will be accepted by the ~~CAF~~ Administrative Agent. Competitive Bids that do not conform substantially to the ~~format of Exhibit A-3~~ form delivered by Documentation Agent to Borrower and Revolving Credit Lenders in connection with the Closing may be rejected by the ~~CAF Agent~~Administrative Agent after conferring with, and upon the ~~CAF~~ instruction of, Borrower; and the Administrative Agent ~~shall~~ will notify the Lender making such nonconforming bid of such rejection as soon as practicable. Each Competitive Bid shall refer to this Agreement and specify (x) the principal amount (which shall be in a minimum principal amount of $5,000,000 and in an integral multiple of $1,000,000 and which may equal the entire principal amount of the Competitive Borrowing requested by the applicable Borrower) of the Competitive Loan or Loans that the Lender is willing to make to such Borrower, (y) the Competitive Bid Rate or Rates at which the Lender is prepared to make the Competitive Loan or Loans and (z) the Interest Period and the last day thereof. If any Lender invited to bid shall elect not to make a Competitive Bid, such Lender shall so Revolving Credit Lender 2.2.1.3 The Administrative Agent will promptly notify the CAF Agent by telecopy (I) in the case of Eurodollar Competitive Loans, not later than 9:30 a.m., New York City time, three Business Days before a proposed Competitive Borrowing, and (II) in the case of Fixed Rate Loans, not later than 9:30 a.m., New York City time, on the day of a proposed Competitive Borrowing; provided, however, that failure by any Lender to give such notice shall not cause such Lender to be obligated to make any Competitive Loan as part of such Competitive Borrowing. A Competitive Bid submitted by a Lender pursuant to this paragraph (b) shall be irrevocable. (c) The CAF Agent shall notify the Borrower by ~~telecopy,~~ telecopier of all the Competitive Bids made, the Competitive Bid ~~Rate~~ Rate, the Interest Period and the principal amount of each Competitive Bid Loan in respect of which ~~such~~ a Competitive Bid was made and the identity of the Revolving Credit Lender that made each ~~such~~ bid. The Administrative Agent will send a copy of all Competitive Bids to Borrower for its records as soon as practicable after completion of the bidding process set forth in this Section. ~~(d) A~~ 2.2.1.4 Borrower may in its sole and absolute discretion, subject only to the provisions of this ~~paragraph (d)~~subsection, accept or reject any Competitive Bid or ~~all Competitive Bids referred to in paragraph (c) above~~portion thereof. ~~Such~~ Borrower ~~shall~~ will notify the ~~CAF~~ Administrative Agent by telephone, confirmed by ~~telecopy~~ telecopier in the form of a Competitive Bid Accept/Reject Letter, whether and to what extent it has decided to accept or reject any of or all the bids referred to in paragraph (c) above by (i) in the case of a Eurodollar Competitive Borrowing, not later than 10:30 a.m., New York City time, three Business Days before a proposed Competitive Borrowing and (i) in the case of a Fixed Rate Borrowing, not later than 10:30 a.m., New York City time, on the day of a proposed Competitive Borrowing; provided, however, that (i) the failure by such Borrower to give such notice shall be deemed to be a rejection of all the bids referred to in paragraph (c) above, (i) such Borrower shall not accept a bid made at a particular Competitive Bid Rate if it has decided to reject a bid made at a lower Competitive Bid Rate, (i) the aggregate amount of the Competitive Bids accepted by such Borrower shall not exceed the principal amount specified in the Competitive Bid Request, (i) if such Borrower shall accept a bid or bids made at a particular Competitive Bid Rate but the amount of such bid or bids shall cause the total amount of bids to be accepted by such Borrower to exceed the amount specified in the Competitive Bid Request, then such Borrower shall accept a portion of such bid or bids in an amount equal to the amount specified in the Competitive Bid Request less the amount of all other Competitive Bids accepted with respect to such Competitive Bid Request, which acceptance, in the case of multiple bids at such Competitive Bid Rate, shall be made pro rata in accordance with the amount of each such bid at such Competitive Bid Rate, and (i) except pursuant to clause (iv) above, no bid shall be accepted for a Competitive Loan unless such Competitive Loan is in a minimum principal amount of $5,000,000 and an integral multiple of $1,000,000; provided further, however, that if a Competitive Loan must be in an amount less than $5,000,000 because of the provisions of clause (iv) above, such Competitive Loan may be for a minimum of $1,000,000 or any integral multiple thereof, and in calculating the pro rata allocation of acceptances of portions of multiple bids at a particular Competitive Bid Rate pursuant to clause (iv) the amounts shall be rounded to integral multiples of $1,000,000 in a manner which shall be in the discretion of the applicable Borrower. A notice given by a Borrower pursuant to this paragraph (d) shall be irrevocable.and ~~(e)~~ 2.2.1.5 The ~~CAF~~ Administrative Agent ~~shall~~ will promptly notify each bidding Revolving Credit Lender ~~(and the Administrative Agent), by telecopy,~~ whether or not its Competitive Bid has been accepted (and if so, in what amount and at what Competitive Bid Rate) by telecopy sent by the Administrative Agent, and each successful bidder will thereupon become bound, subject to the other applicable conditions hereof, to make the Competitive Bid Loan in respect of which its bid has been accepted. (f) No Competitive Borrowing shall be requested or made hereunder if after giving effect thereto any of the conditions set forth in clauses (i) through (iv) of Section 2.01 would not be met. (g) If either the Administrative Agent or CAF Agent shall elect to submit a Competitive Bid in ; provided however, that Lender may designate its capacity as a Lender, such party shall submit such bid directly to the Borrower one quarter of an hour earlier than the latest time at which the other Lenders are required to submit their bids to the CAF Agent pursuant to paragraph (b) above. (h) Each of the Borrowers and the CAF Agent shall deliver to the Administrative Agent by telecopy copies of all notices delivered by it pursuant to this Section 2.03 at the same times such notices are delivered hereunder. All notices required by this Section 2.03 shall be given in accordance with Section 8.01. (i) A Competitive Bid Request shall not be made within five Business Days after the date of any previous Competitive Bid which was accepted by a Borrower pursuant to paragraph (d) above.Designated Lender to

Appears in 1 contract

Sources: Loan Agreement (Worthington Industries Inc)

Competitive Bid Procedure. (a) In order to request Competitive Bids, ~~a Borrower~~ the Company shall hand deliver or telecopy to the ~~CAF~~ Administrative Agent a duly completed Competitive Bid ~~Request in the form of Exhibit A-1 hereto~~Request, to be received by the ~~CAF~~ Administrative Agent (i) in the case of a Eurodollar ~~Competitive Borrowing~~Loans, not later than ~~11:00~~ 10:00 a.m., New York City time, ~~four~~four Business Days before the Borrowing Date specified for a proposed Competitive Borrowing and (ii) in the case of Fixed Rate Loans, not later than 10:00 a.m., New York City time, one Business Day before the Borrowing Date specified for a proposed Competitive Borrowing. No Alternate Base Loan shall be requested in, or, except pursuant to Section 2.14, made pursuant to, a Competitive Bid Request. A Competitive Bid Request that does not conform substantially to the format of Exhibit A-1 may be rejected at the Administrative Agent's sole discretion, and the Administrative Agent shall promptly notify the Company of such rejection by telecopier. Each Competitive Bid Request shall in each case refer to this Agreement and specify (x) whether the Competitive Loans then being requested are to be Eurodollar Loans or Fixed Rate Loans, (y) the Borrowing Date of such Competitive Loans (which shall be a Business Day) and the aggregate principal amount thereof (which shall not be less than $10,000,000 or greater than the unused Total Commitment on such Borrowing Date and shall be an integral multiple of $1,000,000), and (z) the Interest Period with respect thereto (which may not end after the Termination Date). Promptly after its receipt of a Competitive Bid Request that is not rejected as aforesaid, the Administrative Agent shall invite by telecopier (substantially in the form set forth in Exhibit B hereto) the Banks to bid, on the terms and conditions of this Agreement, to make Competitive Loans pursuant to such Competitive Bid Request. (b) Each ~~Lender invited to bid~~ Bank may, in its sole discretion, make one or more Competitive Bids to the ~~Borrower~~ Company responsive to ~~such Borrower's~~ each Competitive Bid Request. Each Competitive Bid by a ~~Lender~~ Bank must be received by the ~~CAF~~ Administrative Agent ~~by telecopy~~via telecopier, substantially in the form of Exhibit ~~A-3~~ C hereto, (i) in the case of a Eurodollar ~~Competitive Borrowing~~Loans, not later than ~~9:30~~ 10:00 a.m., New York City time, three Business Days before the Borrowing Date specified for a proposed Competitive Borrowing and (iii) in the case of a Fixed Rate ~~Borrowing~~Loans, not later than 9:30 a.m., New York City time, on the day of a proposed Competitive Borrowing. ~~Multiple bids will be accepted by the CAF Agent.~~ Competitive Bids that do not conform substantially to the format of Exhibit ~~A-3~~ C may be rejected by the ~~CAF Agent~~Administrative Agent after conferring with, and upon the instruction of, the Company, and the ~~CAF~~ Administrative Agent shall notify the ~~Lender making such nonconforming bid~~ non-conforming Bank of such rejection as soon as practicable. Each Competitive Bid shall refer to this Agreement and ~~specify~~ (x) specify the principal amount (which shall be in a minimum principal amount of $5,000,000 and in an integral multiple of $1,000,000 and which may equal the entire principal amount of the Competitive Borrowing requested by the ~~applicable Borrower~~Company) of the Competitive Loan ~~or Loans that~~ the ~~Lender~~ Bank is willing to make to ~~such Borrower~~the Company, (y) specify the Competitive Bid ~~Rate or Rates~~ Rate(s) at which the ~~Lender~~ Bank is prepared to make the Competitive Loan ~~or Loans~~ and (z) confirm the Interest Period ~~and~~ with respect thereto specified by the ~~last day thereof. If any Lender invited to bid shall elect not to make a~~ Company in its Competitive Bid, such Lender shall so notify the CAF Agent by telecopy (I) in the case of Eurodollar Competitive Loans, not later than 9:30 a.m., New York City time, three Business Days before a proposed Competitive Borrowing, and (II) in the case of Fixed Rate Loans, not later than 9:30 a.m., New York City time, on the day of a proposed Competitive Borrowing; provided, however, that failure by any Lender to give such notice shall not cause such Lender to be obligated to make any Competitive Loan as part of such Competitive BorrowingBid Request. A Competitive Bid submitted by a ~~Lender~~ Bank pursuant to this paragraph (b) shall be irrevocable. (c) The ~~CAF~~ Administrative Agent shall promptly notify the ~~Borrower~~ Company by ~~telecopy,~~ telecopier of all the Competitive Bids made, the Competitive Bid Rate and the principal amount of each Competitive Loan in respect of which ~~such~~ a Competitive Bid was made and the identity of the ~~Lender~~ Bank that made each ~~such~~ bid. The Administrative Agent shall send a copy of all Competitive Bids to the Company for its records as soon as practicable after completion of the bidding process set forth in this Section 2.2. (d) ~~A Borrower~~ The Company may in its sole and absolute discretion, subject only to the provisions of this ~~paragraph (d~~Section 2.2(d), accept or reject any or all of the Competitive Bids referred to in paragraph (c) above; provided, however, that the aggregate amount of the Competitive Bids so accepted by the Company may not exceed the principal amount of the Competitive Borrowing requested by the Company. ~~Such Borrower~~ The Company shall notify the ~~CAF~~ Administrative Agent by ~~telephone, confirmed by telecopy in the form of a Competitive Bid Accept/Reject Letter,~~ telecopier whether and to what extent it has decided to accept or reject any of or all of the bids referred to in paragraph (c) ~~above by~~ above, (i) in the case of a Eurodollar ~~Competitive Borrowing~~Loans, not later than ~~10:30 a.m.~~12:00 noon, New York City time, three Business Days before the Borrowing Date specified for a proposed Competitive Borrowing and (iii) in the case of a Fixed Rate ~~Borrowing~~Loans, not later than 10:30 a.m., New York City time, on the day of specified for a proposed Competitive Borrowing; provided, however, that (iw) the failure by ~~such Borrower~~ the Company to give such notice shall be deemed to be a ] rejection of all the bids referred to in paragraph (c) above, (ix) ~~such Borrower~~ the Company shall not accept a bid made at a particular Competitive Bid Rate if it the Company has decided to reject a bid made at a lower Competitive Bid Rate, (~~i) the aggregate amount of the Competitive Bids accepted by such Borrower shall not exceed the principal amount specified in the Competitive Bid Request, (i~~y) if ~~such Borrower~~ the Company shall accept ~~a bid or~~ bids made at a particular Competitive Bid Rate but shall be restricted by other conditions hereof from borrowing the full principal amount of ~~such bid or bids shall cause the total amount~~ Competitive Loans in respect of bids to be accepted by such Borrower to exceed the amount specified in the Competitive Bid Request, then such Borrower shall accept a portion of such bid or bids in an amount equal to the amount specified in the Competitive Bid Request less the amount of all other Competitive Bids accepted with respect to such Competitive Bid Request, which ~~acceptance, in the case of multiple~~ bids at such Competitive Bid ~~Rate~~Rate have been made or shall not require the full amount offered thereby, then the Company shall ~~be made~~ accept a pro rata ~~in accordance with the amount~~ portion of each ~~such~~ bid made at such Competitive Bid ~~Rate,~~ Rate based as nearly as possible on the respective principal amounts of Competitive Loans for which such bids were made and (iz) ~~except pursuant to clause (iv) above,~~ no bid shall be accepted for a Competitive Loan unless such Competitive Loan is in a minimum principal amount of $5,000,000 and an integral multiple of $1,000,000~~; provided further, however, that if a Competitive Loan must be in an amount less than $5,000,000 because of~~ . Notwithstanding the ~~provisions of~~ foregoing clause (~~iv) above~~z), ~~such Competitive Loan may be~~ if it is necessary for the Company to accept a ~~minimum of $1,000,000 or any integral multiple thereof, and in calculating the~~ pro rata allocation of ~~acceptances of portions of multiple~~ the bids at made in response to a ~~particular~~ Competitive Bid ~~Rate~~ Request (whether pursuant to the events specified in clause (ivy) above or otherwise) and the ~~amounts shall~~ available principal amount of Competitive Loans to be ~~rounded~~ allocated among the Banks is not sufficient to enable Competitive Loans to be allocated to each Bank in a minimum principal amount of $5,000,000 and in integral multiples of $~~1,000,000 in a manner which~~ 1,000,000, then the Company shall select the Banks to be in allocated such Competitive Loans and shall round allocations up or down to the ~~discretion~~ next higher or lower multiple of ~~the applicable Borrower~~$500,000 as it shall deem appropriate. A notice given by ~~a Borrower~~ the Company pursuant to this paragraph (d) shall be irrevocable. (e) The ~~CAF~~ Administrative Agent shall promptly notify each bidding ~~Lender (and the Administrative Agent), by telecopy,~~ Bank whether or not its Competitive Bid has been accepted (and if so, in what amount and at what Competitive Bid Rate) by telecopier, and each successful bidder will thereupon become bound, subject to the other applicable conditions hereof, to make the Competitive Loan in respect of which its bid has been accepted. After completing the notifications referred to in the immediately preceding sentence, the Administrative Agent shall notify each Bank of the aggregate principal amount of all Competitive Bids accepted. (f) ~~No Competitive Borrowing shall be requested or made hereunder if after giving effect thereto any~~ Upon receipt from the Administrative Agent of the ~~conditions set forth in clauses~~ LIBO Rate applicable to any Eurodollar Loan to be made by any Bank pursuant to a Competitive Bid that has been accepted by the Company pursuant to Section 2.2(d), the Administrative Agent shall notify such Bank of (i) ~~through~~ the applicable LIBO Rate and (ivii) the sum of ~~Section 2.01 would not be met~~the applicable LIBO Rate plus the Margin bid by such Bank. (g) ~~If either~~ No Competitive Bid Request shall be made within five Business Days of the date of any other Competitive Bid Request, unless the Company and the Administrative Agent ~~or CAF~~ shall mutually agree otherwise. (h) If the Administrative Agent shall at any time have a Commitment hereunder and shall elect to submit a Competitive Bid in its capacity as a ~~Lender~~Bank, ~~such party~~ it shall submit such bid directly to the ~~Borrower~~ Company one quarter of an hour earlier than the latest time at which the other ~~Lenders~~ Banks are required to submit their bids to the ~~CAF~~ Administrative Agent pursuant to paragraph (b) above. (hi) Each of the Borrowers and the CAF Agent shall deliver to the Administrative Agent by telecopy copies of all notices delivered by it pursuant to this Section 2.03 at the same times such notices are delivered hereunder. All notices required by this Section ~~2.03~~ 2.2 shall be ~~given~~ made in accordance with Section ~~8.01~~8.2. ~~(i) A Competitive Bid Request shall not be made within five Business Days after the date of any previous Competitive Bid which was accepted by a Borrower pursuant to paragraph (d) above.~~

Appears in 1 contract

Sources: 364 Day Competitive Advance and Revolving Credit Facility Agreement (Southwest Airlines Co)

Competitive Bid Procedure. (a) In order to request ~~Competitive Bids~~a CAF Loan, a the Borrower shall ~~hand~~ deliver ~~or telecopy~~ to the ~~CAF~~ Administrative Agent a ~~duly completed Competitive Bid Request~~ written notice in the form of Exhibit ~~A-1 hereto~~3.2-A, attached hereto (a "Competitive Bid Request"), to be received by the ~~CAF~~ Administrative Agent (i) in the case of ~~a Eurodollar Competitive Borrowing~~each CAF LIBOR Rate Loan, not later than 3:00 P.M. (New York City time), four (4) Business Days before the Borrowing Date specified for such CAF LIBOR Rate Loan and (ii) in the case of each Fixed Rate Loan, not later than 11:00 ~~a.m.,~~ A.M. (New York City time), ~~four~~one (1) Business Day before the Borrowing Date specified for such Fixed Rate Loan. Each Competitive Bid Request shall in each case refer to this Agreement and specify (i) the date of Borrowing of such CAF Loans (which shall be a Business Day), (ii) the aggregate principal amount thereof, (iii) whether the CAF Loans then being requested are to be CAF LIBOR Rate Loans or Fixed Rate Loans, (iv) the maturity date for each CAF Loan requested to be made and (v) the interest payment dates for each CAF Loan requested to be made. The Administrative Agent shall promptly notify each Bank by telex or facsimile transmission of the contents of each Competitive Bid Request received by it. Each Competitive Bid Request may solicit bids for CAF Loans in an aggregate principal amount of $5,000,000 or an integral multiple of $1,000,000 in excess thereof and for not more than three alternative maturity dates for such CAF Loans. The maturity date for each CAF Loan shall be not less than 15 days nor more than 180 days after the applicable date of CAF Borrowing (and in any event shall not extend beyond the Revolving Loan Maturity Date). (b) Each ~~Lender invited to bid~~ Bank may, in its sole discretion, irrevocably offer to make one or more ~~Competitive Bids~~ CAF Loans to the Borrower responsive to ~~such Borrower's~~ each Competitive Bid ~~Request~~Request from the Borrower. ~~Each Competitive Bid~~ Any such irrevocable offer by a ~~Lender~~ Bank must be received by the ~~CAF Agent by telecopy~~Administrative Agent, in the form of Exhibit ~~A-3 hereto~~3.2-B hereto (a "Competitive Bid"), (i) in the case of ~~a Eurodollar Competitive Borrowing~~each CAF LIBOR Rate Loan, not later than 10:30 A.M. (New York City time), three (3) Business Days before the Borrowing Date specified for such CAF LIBOR Rate Loan and (ii) in the case of each Fixed Rate Loan, not later than 9:30 ~~a.m.,~~ A.M. (New York City time~~, three Business Days before a proposed Competitive~~ ) on the Borrowing ~~and (i) in the case of a~~ Date specified for such Fixed Rate ~~Borrowing, not later than 9:30 a.m., New York City time, on the day of a proposed Competitive Borrowing. Multiple bids will be accepted by the CAF Agent~~Loan. Competitive Bids that do not conform substantially to the format of Exhibit ~~A-3~~ 3.2-B may be rejected by the ~~CAF Agent~~Administrative Agent after conferring with, and upon the instruction of, the Borrower, and the ~~CAF~~ Administrative Agent shall notify the ~~Lender making such nonconforming bid~~ Bank of such rejection as soon as practicable. Each Competitive Bid shall refer to this Agreement and (i) specify ~~(x)~~ the maximum principal amount of CAF Loans for each maturity date (which shall be in ~~a minimum~~ an aggregate principal amount of not less than $5,000,000 ~~and in~~ or an integral multiple of $1,000,000 in excess thereof and which may ~~equal~~ equal, but not exceed, the ~~entire~~ principal amount requested for such maturity date by the Borrower) and the aggregate maximum principal amount of ~~the Competitive Borrowing requested by the applicable Borrower~~CAF Loans for all maturity dates (which amount, with respect to any Bank, may exceed such Bank's Commitment) ~~of the Competitive Loan or Loans~~ that the ~~Lender~~ Bank is willing to make to ~~such~~ the Borrower, and (yii) specify the ~~Competitive Bid~~ CAF Rate ~~or Rates~~ at which the ~~Lender~~ Bank is prepared to make ~~the Competitive Loan or Loans and (z) the Interest Period and the last day thereof. If any Lender invited to bid shall elect not to make a Competitive Bid,~~ each such ~~Lender shall so notify the~~ CAF Agent by telecopy (I) in the case of Eurodollar Competitive Loans, not later than 9:30 a.m., New York City time, three Business Days before a proposed Competitive Borrowing, and (II) in the case of Fixed Rate Loans, not later than 9:30 a.m., New York City time, on the day of a proposed Competitive Borrowing; provided, however, that failure by any Lender to give such notice shall not cause such Lender to be obligated to make any Competitive Loan as part of such Competitive BorrowingLoan. A Competitive Bid submitted by a ~~Lender~~ Bank pursuant to this ~~paragraph (b~~Section 3.2(b) shall be ~~irrevocable~~irrevocable absent manifest error. (c) The ~~CAF~~ Administrative Agent shall (i) in the case of each CAF LIBOR Rate Loan, not later than 11:00 A.M. (New York City time) three (3) Business Days before the Borrowing Date specified for such CAF LIBOR Rate Loan and (ii) in the case of each Fixed Rate Loan, not later than 10:00 A.M. (New York City time) on the Borrowing Date specified for such Fixed Rate Loan, notify the Borrower ~~by telecopy,~~ in writing of all the Competitive Bids ~~made~~made (arranging each such bid in ascending interest rate order), ~~the Competitive Bid Rate~~ and the CAF Rate or Rates and the maximum principal amount of each ~~Competitive~~ CAF Loan in respect of which ~~such~~ Competitive Bid was ~~made~~ made, and the identity of the ~~Lender~~ Bank that made each ~~such~~ bid. The Administrative Agent shall send a copy of all Competitive Bids to the Borrower for its records as soon as practicable after completion of the bidding process set forth in this Section 3.2. (d) A The Borrower may in its sole and absolute discretion, subject only to the provisions of this ~~paragraph (d~~Section 3.2(d), accept or reject any ~~or all~~ Competitive ~~Bids~~ Bid referred to in ~~paragraph~~ Section 3.2(c); provided, however, that the aggregate amount of the Competitive Bids for CAF Loans so accepted by the Borrower may not exceed the lesser of (ci) ~~above~~the principal amount of the applicable CAF Borrowing requested by the Borrower in respect thereof and (ii) the amount of the Revolving Commitments less the Total Aggregate Outstanding Extensions of Credit then outstanding, after giving effect to the application of the proceeds of such respective CAF Borrowing on the Borrowing Date therefor. ~~Such~~ The Borrower shall notify the ~~CAF~~ Administrative Agent ~~by telephone, confirmed by telecopy~~ in ~~the form of a Competitive Bid Accept/Reject Letter,~~ writing whether and to what extent it has decided to accept or reject any of or all of the bids referred to in ~~paragraph~~ Section 3.2(c) by delivering to the Administrative Agent a written notice in the form of Exhibit 3.2-2 hereto (~~c) above by~~ a "Competitive Bid Confirmation"), (i) in the case of ~~a Eurodollar Competitive Borrowing~~each CAF LIBOR Rate Loan, not later than ~~10:30 a.m.,~~ 1:00 P.M. (New York City time), three (3) Business Days before ~~a proposed Competitive~~ the Borrowing Date specified for such CAF LIBOR Rate Loan and (iii) in the case of a each Fixed Rate ~~Borrowing~~Loan, not later than ~~10:30 a.m.,~~ 11:00 A.M. (New York City time, ) on the ~~day~~ Borrowing Date specified for such Fixed Rate Loan, which Competitive Bid Confirmation shall specify the principal amount of ~~a proposed~~ CAF Loans for each relevant maturity date to be made by each such bidding Bank (which amount for each such maturity date shall be equal to or less than the maximum amount for such maturity date specified in the Competitive ~~Borrowing~~Bid of such Bank, and for all maturity dates included in such Competitive Bid in respect thereof shall be equal to or less than the aggregate maximum amount specified in such Competitive Bid for all such maturity dates); provided, however, that (iA) the failure by ~~such~~ the Borrower to ~~give such notice~~ so deliver a Competitive Bid Confirmation by the specified time shall be deemed to be a rejection of all the bids referred to in ~~paragraph~~ Section 3.2(c) for the related Competitive Bid Request; (cB) ~~above, (i) such~~ the Borrower shall not accept a bid made at a particular ~~Competitive Bid~~ CAF Rate for a particular maturity if it the Borrower has decided to reject a bid made at a lower ~~Competitive Bid Rate,~~ CAF Rate for such maturity; (~~i) the aggregate amount of the Competitive Bids accepted by such Borrower shall not exceed the principal amount specified in the Competitive Bid Request, (i~~C) if ~~such~~ the Borrower shall accept ~~a bid or~~ bids made at a particular ~~Competitive Bid~~ CAF Rate for a particular maturity but shall be restricted by other conditions hereof from borrowing the maximum principal amount of CAF Loans in respect of which bids at such ~~bid or bids shall cause the total amount of bids to be accepted by such Borrower to exceed the amount specified in the Competitive Bid Request~~CAF Rate have been made, then ~~such~~ the Borrower shall accept a pro rata portion of each bid made at such ~~bid or bids in an amount equal~~ CAF Rate based as nearly as possible on the respective maximum principal amounts of CAF Loans offered to be made by the ~~amount specified in the Competitive Bid Request less the amount of all other Competitive Bids accepted with respect~~ relevant Banks pursuant to such Competitive Bid Request, which acceptance, in the case of multiple bids at such Competitive Bid Rate, shall be made pro rata in accordance with the amount of each such bid at such Competitive Bid Rate, bids; and (iD) ~~except pursuant to clause (iv) above,~~ no bid shall be accepted for a ~~Competitive~~ CAF Loan by any Bank unless such ~~Competitive~~ CAF Loan is in ~~a minimum~~ an aggregate principal amount of not less than $5,000,000 ~~and~~ or an integral multiple of $~~1,000,000; provided further~~1,000,000 in excess thereof. Notwithstanding the foregoing, ~~however, that~~ if it is necessary for the Borrower to accept a pro rata allocation of the bids made in response to a Competitive ~~Loan must~~ Bid Request (whether pursuant to the events specified in clause (C) above or otherwise) and the available principal amount of CAF Loans to be allocated among the Banks is not sufficient to enable CAF Loans to be allocated to each Bank in an aggregate principal amount not less than $5,000,000 ~~because of the provisions of clause (iv) above, such Competitive Loan may be for a minimum of $1,000,000~~ or ~~any integral multiple thereof, and~~ in ~~calculating the pro rata allocation of acceptances of portions of multiple bids at a particular Competitive Bid Rate pursuant to clause (iv) the amounts shall be rounded to~~ integral multiples of $1,000,000 in ~~a manner which~~ excess thereof, then the Borrower shall, subject to clause (D) above, select the Banks to be allocated such CAF Loans and shall round allocations up or down to the next higher or lower multiple of $1,000,000 as it shall deem appropriate; provided that the allocations among the Banks to be allocated such CAF Loans shall be in made pro rata based as nearly as possible on the ~~discretion~~ respective maximum principal amounts of ~~the applicable Borrower~~CAF Loans offered to be made by such Banks. ~~A notice~~ The Competitive Bid Confirmation given by a the Borrower pursuant to this ~~paragraph (d~~Section 3.2(d) shall be irrevocable. (e) ~~The CAF Agent shall promptly notify each bidding Lender (and~~ Upon receipt from the Administrative ~~Agent),~~ Agent of the LIBOR Rate applicable to any CAF LIBOR Rate Loan to be made by ~~telecopy, whether or not its~~ any Bank pursuant to a Competitive Bid that has been accepted ~~(and if so~~by the Borrower pursuant to Section 3.2, ~~in what amount and at what Competitive Bid~~ the Administrative Agent shall notify such Bank of the applicable LIBOR Rate~~) and each successful bidder will thereupon become bound, subject to the other applicable conditions hereof, to make the Competitive Loan in respect of which its bid has been accepted~~. (f) ~~No Competitive Borrowing shall be requested or made hereunder if after giving effect thereto any of the conditions set forth in clauses (i) through (iv) of Section 2.01 would not be met. (g)~~ If ~~either~~ the Administrative Agent ~~or CAF Agent~~ shall at any time elect to submit a Competitive Bid in its capacity as a ~~Lender~~Bank, ~~such party~~ it shall submit such bid directly to the Borrower ~~one quarter~~ by (i) in the case of ~~an hour earlier~~ a CAF LIBOR Rate Loan, not later than 10:15 A.M. (New York City time), and (ii) in the ~~latest time at~~ case of a Fixed Rate Loan, not later than 9:15 A.M. (New York City time), in each case, on the Business Day on which the other ~~Lenders~~ Banks are required to submit their bids to the ~~CAF~~ Administrative Agent pursuant to ~~paragraph (b~~Section 3.2(b) above. (hg) ~~Each~~ If the Borrower accepts pursuant to Section 3.2(d) one or more of the ~~Borrowers and~~ offers made by any Bank or Banks, the ~~CAF~~ Administrative Agent shall ~~deliver~~ promptly notify each Bank that has made such an offer of the aggregate amount of such CAF Loans to be made on the Borrowing Date for each maturity date and of the acceptance or rejection of any offers to make such CAF Loans made by such Bank. Each Bank that is to make a CAF Loan shall, before 12:00 Noon (New York City time) on the Borrowing Date specified in the Competitive Bid Request applicable thereto, make available to the Administrative Agent at its office set forth in Section 11.2 the amount of CAF Loans to be made by ~~telecopy copies of all notices delivered~~ such Bank, in immediately available funds. The Administrative Agent shall, no later than 1:00 P.M. (New York City time) on such Borrowing Date, make such funds available to the Borrower at the Borrower's account as shall be designated by it ~~pursuant~~ to ~~this Section 2.03 at~~ the ~~same times~~ Administrative Agent from time to time. As soon as practicable after each Borrowing Date, the Administrative Agent shall notify each Bank of the aggregate amount of CAF Loans advanced on such ~~notices are delivered hereunder~~Borrowing Date and the respective maturity dates thereof. (h) The Borrower shall repay to the Administrative Agent for the account of each Bank that has made a CAF Loan (or the CAF Loan Assignee in respect thereof, as the case may be) on the maturity date of each CAF Loan (such maturity date being that specified by the Borrower for repayment of such CAF Loan in the related Competitive Bid Request) the then unpaid principal amount of such CAF Loan. Except as set forth in Sections 5.5(c) and 5.7(c), the Borrower shall not, without the consent of the relevant Bank, have the right to prepay any principal amount of any CAF Loan. (i) All notices required by this Section ~~2.03~~ 3.2 shall be ~~given~~ made in accordance with Section ~~8.01. (i) A Competitive Bid Request shall not~~ 11.2 hereof; provided, however, that each request or notice required to be made ~~within five Business Days after~~ under Section 3.2(a) or 3.2(d) by the ~~date~~ Borrower may be made by the giving of ~~any previous Competitive Bid which was accepted~~ telephone notice to the Administrative Agent that is promptly confirmed by delivery of a ~~Borrower pursuant~~ notice in writing (in substantially the form of Exhibit 3.2-A or Exhibit 3.2-C, as the case may be) to ~~paragraph (d) above~~the Administrative Agent.

Appears in 1 contract

Sources: Credit Agreement (Centerpoint Energy Inc)

Competitive Bid Procedure. (a) In order to request Competitive Bids, a the Borrower shall hand deliver or telecopy to the ~~CAF~~ Agent a duly completed Competitive Bid Request in the form of Exhibit A-1 hereto, to be received by the ~~CAF~~ Agent (i) in the case of a Eurodollar Competitive Borrowing, not later than ~~11:00~~ 10:00 a.m., New York City time, ~~four~~four Business Days before a proposed Competitive Borrowing and (ii) in the case of a Fixed Rate Borrowing, not later than 10:00 a.m., New York City time, one Business Day before a proposed Competitive Borrowing. No ABR Loan shall be requested in, or made pursuant to, a Competitive Bid Request. A Competitive Bid Request that does not conform substantially to the format of Exhibit A-1 may be rejected in the Agent's sole discretion, and the Agent shall promptly notify the Borrower of such rejection by telecopier. Such request shall in each case refer to this Agreement and specify (x) whether the Borrowing then being requested is to be a Eurodollar Borrowing or a Fixed Rate Borrowing, (y) the date of such Borrowing (which shall be a Business Day) and the aggregate principal amount thereof which shall be in a minimum principal amount of $10,000,000 and in an integral multiple of $1,000,000, and (z) the Interest Period with respect thereto (which may not end after the Maturity Date). Promptly after its receipt of a Competitive Bid Request that is not rejected as aforesaid, the Agent shall invite by telecopier (in the form set forth in Exhibit A-2 hereto) the Lenders to bid, on the terms and conditions of this Agreement, to make Competitive Loans pursuant to the Competitive Bid Request. Competitive Borrowings may not be made in an aggregate principal amount outstanding at any time greater than the Total Commitment minus the Revolving Credit Exposures at such time. (b) Each Lender ~~invited to bid~~ may, in its sole discretion, make one or more Competitive Bids to the Borrower responsive to ~~such Borrower's~~ a Competitive Bid Request. Each Competitive Bid by a Lender must be received by the ~~CAF~~ Agent ~~by telecopy~~via telecopier, in the form of Exhibit A-3 hereto, (i) in the case of a Eurodollar Competitive Borrowing, not later than 9:30 a.m., New York City time, three Business Days before a proposed Competitive Borrowing and (iii) in the case of a Fixed Rate Borrowing, not later than 9:30 a.m., New York City time, on the day of a proposed Competitive Borrowing. Multiple bids will be accepted by the ~~CAF~~ Agent. Competitive Bids that do not conform substantially to the format of Exhibit A-3 may be rejected by the ~~CAF Agent~~Agent after conferring with, and upon the instruction of, the Borrower, and the ~~CAF~~ Agent shall notify the Lender making such nonconforming bid of such rejection as soon as practicable. Each Competitive Bid shall refer to this Agreement and specify (x) the principal amount (which shall be in a minimum principal amount of $~~5,000,000~~ 10,000,000 and in an integral multiple of $1,000,000 and which may equal the entire principal amount of the Competitive Borrowing requested by the ~~applicable~~ Borrower) of the Competitive Loan or Loans that the Lender is willing to make to ~~such~~ the Borrower, (y) the Competitive Bid Rate or Rates at which the Lender is prepared to make the Competitive Loan or Loans and (z) the Interest Period and the last day thereof. If any Lender ~~invited to bid~~ shall elect not to make a Competitive Bid, such Lender shall so notify the ~~CAF~~ Agent ~~by telecopy~~ via telecopier (I) in the case of Eurodollar Competitive Loans, not later than 9:30 a.m., New York City time, three Business Days before a proposed Competitive Borrowing, and (II) in the case of Fixed Rate Loans, not later than 9:30 a.m., New York City time, on the day of a proposed Competitive Borrowing; provided, however, that failure by any Lender to give such notice shall not cause such Lender to be obligated to make any Competitive Loan as part of such Competitive Borrowing. A Competitive Bid submitted by a Lender pursuant to this paragraph (b) shall be irrevocable. (c) The ~~CAF~~ Agent shall promptly notify the Borrower by ~~telecopy,~~ telecopier of all the Competitive Bids made, the Competitive Bid Rate and the principal amount of each Competitive Loan in respect of which ~~such~~ a Competitive Bid was made and the identity of the Lender that made each ~~such~~ bid. The Agent shall send a copy of all Competitive Bids to the Borrower for its records as soon as practicable after completion of the bidding process set forth in this Section 2.03. (d) A The Borrower may in its sole and absolute discretion, subject only to the provisions of this paragraph (d), accept or reject any ~~or all~~ Competitive ~~Bids~~ Bid referred to in paragraph (c) above. ~~Such~~ The Borrower shall notify the ~~CAF~~ Agent by telephone, confirmed by ~~telecopy~~ telecopier in the form of a Competitive Bid Accept/Reject ~~Letter~~Letter in the form of Exhibit A-4 hereto, whether and to what extent it has decided to accept or reject any of or all the bids referred to in paragraph (c) ~~above by~~ above, (ix) in the case of a Eurodollar Competitive Borrowing, not later than 10:30 a.m., New York City time, three Business Days before a proposed Competitive ~~Borrowing~~ Borrowing, and (iy) in the case of a Fixed Rate Borrowing, not later than 10:30 a.m., New York City time, on the day of a proposed Competitive Borrowing; provided, however, that (i) the failure by ~~such~~ the Borrower to give such notice shall be deemed to be a rejection of all the bids referred to in paragraph (c) above, (iii) ~~such~~ the Borrower shall not accept a bid made at a particular Competitive Bid Rate if it has decided to reject a bid made at a lower Competitive Bid Rate, (iiii) the aggregate amount of the Competitive Bids accepted by ~~such~~ the Borrower shall not exceed the principal amount specified in the Competitive Bid ~~Request~~Request and shall be in a minimum principal amount of $10,000,000, (iiv) if ~~such~~ the Borrower shall accept a bid or bids made at a particular Competitive Bid Rate but the amount of such bid or bids shall cause the total amount of bids to be accepted by ~~such~~ the Borrower to exceed the amount specified in the Competitive Bid Request, then ~~such~~ the Borrower shall accept a portion of such bid or bids in an amount equal to the amount specified in the Competitive Bid Request less the amount of all other Competitive Bids accepted with respect to such Competitive Bid Request, which acceptance, in the case of multiple bids at such Competitive Bid Rate, shall be made pro rata in accordance with the amount of each such bid at such Competitive Bid Rate, and (iv) except pursuant to clause (iv) above, no bid shall be accepted for a Competitive Loan unless such Competitive Loan is in a minimum principal amount of $~~5,000,000~~ 10,000,000 and an integral multiple of $1,000,000; provided further, however, that if a Competitive Loan must be in an amount less than $~~5,000,000~~ 10,000,000 because of the provisions of clause (iv) above, such Competitive Loan may be for a minimum of $1,000,000 or any integral multiple thereof, and in calculating the pro rata allocation of acceptances of portions of multiple bids at a particular Competitive Bid Rate pursuant to clause (iv) the amounts shall be rounded to integral multiples of $1,000,000 in a manner which shall be in the discretion of the ~~applicable~~ Borrower. A notice given by a the Borrower pursuant to this paragraph (d) shall be irrevocable. (e) The ~~CAF~~ Agent shall promptly notify each bidding Lender ~~(and the Administrative Agent), by telecopy,~~ whether or not its Competitive Bid has been accepted (and if so, in what amount and at what Competitive Bid Rate) by telecopy sent by the Agent, and each successful bidder will thereupon become bound, subject to the other applicable conditions hereof, to make the Competitive Loan in respect of which its bid has been accepted. (f) No A Competitive ~~Borrowing~~ Bid Request shall ~~be requested or made hereunder if after giving effect thereto any of the conditions set forth in clauses (i) through (iv) of Section 2.01 would~~ not be ~~met~~made within five Business Days after the date of any previous Competitive Bid Request. (g) If ~~either~~ the ~~Administrative Agent or CAF~~ Agent shall elect to submit a Competitive Bid in its capacity as a Lender, ~~such party~~ it shall submit such bid directly to the Borrower one quarter of an hour earlier than the latest time at which the other Lenders are required to submit their bids to the ~~CAF~~ Agent pursuant to paragraph (b) above. (h) Each of the Borrowers and the CAF Agent shall deliver to the Administrative Agent by telecopy copies of all notices delivered by it pursuant to this Section 2.03 at the same times such notices are delivered hereunder. All notices required by this Section 2.03 shall be given in accordance with Section ~~8.01~~9.01. ~~(i) A Competitive Bid Request shall not be made within five Business Days after the date of any previous Competitive Bid which was accepted by a Borrower pursuant to paragraph (d) above.~~

Appears in 1 contract

Sources: 364 Day Competitive Advance and Revolving Credit Facility Agreement (Janus Capital Group Inc)

Competitive Bid Procedure. (a) In order to request Competitive Bids, a the relevant Borrower shall hand deliver or telecopy to the ~~CAF~~ Administrative Agent a duly completed Competitive Bid Request in the form of Exhibit ~~A-1 hereto~~B-1, to be received by the ~~CAF~~ Administrative Agent (i) in the case of a Eurodollar Competitive ~~Borrowing~~Loan, not later than ~~11:00~~ 10:00 a.m., New York City time, ~~four~~four Business Days before a proposed Competitive Loan and (ii) in the case of an Absolute Rate Loan, not later than 10:00 a.m., New York City time, one Business Day before a proposed Competitive Loan. A Competitive Bid Request that does not conform substantially to the format of Exhibit B-1 may be rejected in the Administrative Agent's discretion (exercised in good faith), and the Administrative Agent shall promptly notify the relevant Borrower of such rejection by telephone, confirmed by telecopier. Such request shall in each case refer to this Agreement and specify (x) whether the Competitive Loan then being requested is to be a Eurodollar Competitive Loan or an Absolute Rate Loan, (y) the date of such Loan (which shall be a Business Day) and the aggregate principal amount thereof which shall be in a minimum principal amount of $5,000,000 and in an integral multiple of $1,000,000, and (z) the Interest Period with respect thereto (which may not end after the Revolving Credit Maturity Date). Promptly after its receipt of a Competitive Bid Request that is not rejected as aforesaid (and in any event by 5:00 p.m., New York City time, on the date of such receipt if such receipt occurs by the time specified in the first sentence of this paragraph), the Administrative Agent shall invite by telecopier (in the form set forth in Exhibit B-2) the Lenders to bid, on the terms and conditions of this Agreement, to make Competitive Loans pursuant to such Competitive Bid Request. (b) Each Lender ~~invited to bid~~ may, in its sole discretion, make one or more Competitive Bids to the relevant Borrower responsive to ~~such Borrower's~~ a Competitive Bid Request. Each Competitive Bid ~~by a Lender~~ must be received by the ~~CAF~~ Administrative Agent by ~~telecopy~~telecopier, in the form of Exhibit ~~A-3 hereto~~B-3, (i) in the case of a Eurodollar Competitive ~~Borrowing~~Loan, not later than 9:30 a.m., New York City time, three Business Days before a proposed Competitive ~~Borrowing~~ Loan and (iii) in the case of ~~a Fixed~~ an Absolute Rate ~~Borrowing~~Loan, not later than 9:30 a.m., New York City time, on the day of a proposed Competitive ~~Borrowing~~Loan. Multiple ~~bids~~ Competitive Bids will be accepted by the ~~CAF~~ Administrative Agent. Competitive Bids that do not conform substantially to the format of Exhibit ~~A-3~~ B-3 may be rejected by the ~~CAF Agent~~Administrative Agent after conferring with, and upon the instruction of, the relevant Borrower, and the ~~CAF~~ Administrative Agent shall notify the Lender making such nonconforming ~~bid~~ Competitive Bid of such rejection as soon as practicable. Each Competitive Bid shall refer to this Agreement and specify (x) the principal amount (which shall be in a minimum principal amount of $5,000,000 and in an integral multiple of $1,000,000 and which may equal the entire principal amount of the Competitive ~~Borrowing~~ Loan requested by the ~~applicable~~ relevant Borrower) of the Competitive Loan or Loans that the applicable Lender is willing to make to ~~such~~ the relevant Borrower, (y) the Competitive Bid Rate or Rates at which ~~the~~ such Lender is prepared to make the Competitive Loan or Loans and (z) the Interest Period and the last day thereof. If A Competitive Bid submitted pursuant to this paragraph (b) shall be irrevocable (subject to the satisfaction of the conditions to borrowing set forth in Article IV). (c) The Administrative Agent shall promptly (and in any ~~Lender invited to bid shall elect not to make a Competitive Bid, such Lender shall so notify the CAF Agent~~ event by telecopy (I) in the case of Eurodollar Competitive Loans, not later than 9:30 a.m., New York City time, three Business Days before a proposed Competitive Borrowing, and (II) in the case of Fixed Rate Loans, not later than 9:30 10:15 a.m., New York City time, on the ~~day of a proposed Competitive Borrowing; provided, however, that failure by any Lender to give such notice shall not cause such Lender to be obligated to make any Competitive Loan as part of~~ date on which such Competitive ~~Borrowing. A Competitive Bid submitted by a Lender pursuant to this paragraph (b~~Bids shall have been made) ~~shall be irrevocable. (c) The CAF Agent shall~~ notify the relevant Borrower by ~~telecopy,~~ telecopier of all the Competitive Bids made, the Competitive Bid Rate and the principal amount of each Competitive Loan in respect of which ~~such~~ a Competitive Bid was made and the identity of the Lender that made each ~~such bid~~Competitive Bid. The Administrative Agent shall send a copy of all Competitive Bids to the relevant Borrower for its records as soon as practicable after completion of the bidding process set forth in this Section 2.3. (d) A The relevant Borrower may in its sole and absolute discretion, subject only to the provisions of this paragraph (d), accept or reject any ~~or all~~ Competitive ~~Bids~~ Bid referred to in paragraph (c) above. ~~Such~~ The relevant Borrower shall notify the ~~CAF~~ Administrative Agent by telephone, confirmed by ~~telecopy~~ telecopier in such form as may be agreed upon by such Borrower and the ~~form of a Competitive Bid Accept/Reject Letter~~Administrative Agent, whether and to what extent it has decided to accept or reject any of or all the ~~bids~~ Competitive Bids referred to in paragraph (c) ~~above by~~ above, (ix) in the case of a Eurodollar Competitive ~~Borrowing~~Loan, not later than ~~10:30~~ 11:00 a.m., New York City time, three Business Days before a proposed Competitive ~~Borrowing~~ Loan, and (iy) in the case of ~~a Fixed~~ an Absolute Rate ~~Borrowing~~Loan, not later than ~~10:30~~ 11:00 a.m., New York City time, on the day of a proposed Competitive ~~Borrowing~~Loan; provided, however, that (i) the failure by such Borrower to give such notice shall be deemed to be a rejection of all the ~~bids~~ Competitive Bids referred to in paragraph (c) above, (iii) such Borrower shall not accept a ~~bid~~ Competitive Bid made at a particular Competitive Bid Rate if it has decided to reject a ~~bid~~ Competitive Bid made at a lower Competitive Bid Rate, (iiii) the aggregate amount of the Competitive Bids accepted by such Borrower shall not exceed the principal amount specified in the Competitive Bid ~~Request~~Request (but may be less than that requested), (iiv) if such Borrower shall accept a ~~bid~~ Competitive Bid or ~~bids~~ Competitive Bids made at a particular Competitive Bid Rate but the amount of such ~~bid~~ Competitive Bid or ~~bids~~ Competitive Bids shall cause the total amount of ~~bids~~ Competitive Bids to be accepted by ~~such Borrower~~ it to exceed the amount specified in the Competitive Bid Request, then such Borrower shall accept a portion of such ~~bid~~ Competitive Bid or ~~bids~~ Competitive Bids in an amount equal to the amount specified in the Competitive Bid Request less the amount of all other Competitive Bids accepted with respect to such Competitive Bid Request, which acceptance, in the case of multiple ~~bids~~ Competitive Bids at such Competitive Bid Rate, shall be made pro rata in accordance with the amount of each such ~~bid~~ Competitive Bid at such Competitive Bid Rate, and (iv) except pursuant to clause (iv) ~~above,~~ above no ~~bid~~ Competitive Bid shall be accepted for a Competitive Loan unless such Competitive Loan is in a minimum principal amount of $5,000,000 and an integral amount multiple of $1,000,000; ~~provided~~ provided, further, however, that if a Competitive Loan must be in an amount less than $5,000,000 because of the provisions of clause (iv) above, such Competitive Loan may be for a minimum of $1,000,000 or any integral multiple thereof, and in calculating the pro rata allocation of acceptances of portions of multiple ~~bids~~ Competitive Bids at a particular Competitive Bid Rate pursuant to clause (iv) the amounts shall be rounded to integral multiples of $1,000,000 in a manner which shall be in the discretion of ~~the applicable~~ such Borrower. A notice given by a any Borrower pursuant to this paragraph (d) shall be irrevocable. (e) The ~~CAF~~ Administrative Agent shall promptly notify each bidding Lender ~~(and the Administrative Agent), by telecopy,~~ whether or not its Competitive Bid has been accepted (and if so, in what amount and at what Competitive Bid Rate) by telecopy sent by the Administrative Agent, and each successful bidder will thereupon become bound, subject to the other applicable conditions hereof, to make the Competitive Loan in respect of which its ~~bid~~ Competitive Bid has been accepted. (f) No A Competitive ~~Borrowing~~ Bid Request shall ~~be requested or made hereunder if after giving effect thereto any of the conditions set forth in clauses (i) through (iv) of Section 2.01 would~~ not be ~~met~~made within five Business Days after the date of any previous Competitive Bid Request, unless the Administrative Agent shall agree otherwise. (g) If ~~either~~ the Lender which is the Administrative ~~Agent or CAF~~ Agent shall elect to submit a Competitive Bid in its capacity as a Lender, ~~such party~~ it shall submit such ~~bid~~ Competitive Bid directly to the relevant Borrower one quarter of an hour earlier than the latest time at which the other Lenders are required to submit their ~~bids~~ Competitive Bids to the ~~CAF~~ Administrative Agent pursuant to paragraph (b) above. (h) Each of the Borrowers and the CAF Agent shall deliver to the Administrative Agent by telecopy copies of all notices delivered by it pursuant to this Section 2.03 at the same times such notices are delivered hereunder. All notices required by this Section ~~2.03~~ 2.3 shall be given in accordance with Section ~~8.01~~9.1. (i) A No Borrower shall have the right to prepay any Competitive ~~Bid Request shall not be made within five Business Days after~~ Loan without the ~~date~~ consent of ~~any previous Competitive Bid which was accepted by a Borrower pursuant to paragraph (d) above~~the affected Lender or Lenders.

Appears in 1 contract

Sources: Credit Agreement (Infinity Broadcasting Corp /De/)

Competitive Bid Procedure. (a) In order to request Competitive Bids, a the Borrower shall hand ~~deliver~~ deliver, telex or telecopy to the ~~CAF~~ Agent a duly completed Competitive Bid Request in the form of Exhibit A-1 hereto, to be received by the ~~CAF~~ Agent (i) in the case of a Eurodollar Competitive Borrowing, not later than ~~11:00~~ 10:00 a.m., New York City time, ~~four~~four Business Days before a proposed Competitive Borrowing and (ii) in the case of a Fixed Rate Borrowing, not later than 10:00 a.m., New York City time, one Business Day before a proposed Competitive Borrowing. No ABR Loan shall be requested in, or made pursuant to, a Competitive Bid Request. A Competitive Bid Request that does not conform substantially to the format of Exhibit A-1 may be rejected in the Agent's sole discretion, and the Agent shall promptly notify the Borrower of such rejection by telex or telecopier. Such request shall in each case refer to this Agreement and specify (x) whether the Borrowing then being requested is to be a Eurodollar Borrowing or a Fixed Rate Borrowing, (y) the date of such Borrowing (which shall be a Business Day) and the aggregate principal amount thereof which shall be in a minimum principal amount of $5,000,000 and in an integral multiple of $1,000,000, and (z) the Interest Period with respect thereto (which may not end after the Maturity Date). Promptly after its receipt of a Competitive Bid Request that is not rejected as aforesaid, the Agent shall invite by telecopier (in the form set forth in Exhibit A-2 hereto) the Lenders to bid, on the terms and conditions of this Agreement, to make Competitive Loans pursuant to the Competitive Bid Request. (b) Each Lender ~~invited to bid~~ may, in its sole discretion, make one or more Competitive Bids to the Borrower responsive to ~~such Borrower's~~ a Competitive Bid Request. Each Competitive Bid by a Lender must be received by the ~~CAF~~ Agent ~~by telecopy~~via telecopier, in the form of Exhibit A-3 hereto, (i) in the case of a Eurodollar Competitive Borrowing, not later than 9:30 a.m., New York City time, three Business Days before a proposed Competitive Borrowing and (iii) in the case of a Fixed Rate Borrowing, not later than 9:30 a.m., New York City time, on the day of a proposed Competitive Borrowing. Multiple bids will be accepted by the ~~CAF~~ Agent. Competitive Bids that do not conform substantially to the format of Exhibit A-3 may be rejected by the ~~CAF Agent~~Agent after conferring with, and upon the instruction of, the Borrower, and the ~~CAF~~ Agent shall notify the Lender making such nonconforming bid of such rejection as soon as practicable. Each Competitive Bid shall refer to this Agreement and specify (x) the principal amount (which shall be in a minimum principal amount of $5,000,000 and in an integral multiple of $1,000,000 and which may equal the entire principal amount of the Competitive Borrowing requested by the ~~applicable~~ Borrower) of the Competitive Loan or Loans that the Lender is willing to make to ~~such~~ the Borrower, (y) the Competitive Bid Rate or Rates at which the Lender is prepared to make the Competitive Loan or Loans and (z) the Interest Period and the last day thereof. If any Lender ~~invited to bid~~ shall elect not to make a Competitive Bid, such Lender shall so notify the ~~CAF~~ Agent ~~by telecopy~~ via telecopier (I) in the case of Eurodollar Competitive Loans, not later than 9:30 a.m., New York City time, three Business Days before a proposed Competitive Borrowing, and (II) in the case of Fixed Rate Loans, not later than 9:30 a.m., New York City time, on the day of a proposed Competitive Borrowing; provided, however, that failure by any Lender to give such notice shall not cause such Lender to be obligated to make any Competitive Loan as part of such Competitive Borrowing. A Competitive Bid submitted by a Lender pursuant to this paragraph (b) shall be irrevocable. (c) The ~~CAF~~ Agent shall promptly notify the Borrower by ~~telecopy,~~ telecopier of all the Competitive Bids made, the Competitive Bid Rate and the principal amount of each Competitive Loan in respect of which ~~such~~ a Competitive Bid was made and the identity of the Lender that made each ~~such~~ bid. The Agent shall send a copy of all Competitive Bids to the Borrower for its records as soon as practicable after completion of the bidding process set forth in this Section 2.03. (d) A The Borrower may in its sole and absolute discretion, subject only to the provisions of this paragraph (d), accept or reject any ~~or all~~ Competitive ~~Bids~~ Bid referred to in paragraph (c) above. ~~Such~~ The Borrower shall notify the ~~CAF~~ Agent by telephone, confirmed by ~~telecopy~~ telecopier in the form of a Competitive Bid Accept/Reject Letter, whether and to what extent it has decided to accept or reject any of or all the bids referred to in paragraph (c) ~~above by~~ above, (ix) in the case of a Eurodollar Competitive Borrowing, not later than 10:30 a.m., New York City time, three Business Days before a proposed Competitive ~~Borrowing~~ Borrowing, and (iy) in the case of a Fixed Rate Borrowing, not later than 10:30 a.m., New York City time, on the day of a proposed Competitive Borrowing; provided, however, that (i) the failure by ~~such~~ the Borrower to give such notice shall be deemed to be a rejection of all the bids referred to in paragraph (c) above, (iii) ~~such~~ the Borrower shall not accept a bid made at a particular Competitive Bid Rate if it the Borrower has decided to reject a bid made at a lower Competitive Bid Rate, (iiii) the aggregate amount of the Competitive Bids accepted by ~~such~~ the Borrower shall not exceed the principal amount specified in the Competitive Bid ~~Request~~Request and shall be in a minimum principal amount of $5,000,000, (iiv) if ~~such~~ the Borrower shall accept a bid or bids made at a particular Competitive Bid Rate but the amount of such bid or bids shall cause the total amount of bids to be accepted by ~~such~~ the Borrower to exceed the amount specified in the Competitive Bid Request, then ~~such~~ the Borrower shall accept a portion of such bid or bids in an amount equal to the amount specified in the Competitive Bid Request less the amount of all other Competitive Bids accepted with respect to such Competitive Bid Request, which acceptance, in the case of multiple bids at such Competitive Bid Rate, shall be made pro rata in accordance with the amount of each such bid at such Competitive Bid Rate, and (iv) except pursuant to clause (iv) above, no bid shall be accepted for a Competitive Loan unless such Competitive Loan is in a minimum principal amount of $5,000,000 and an integral multiple of $1,000,000; provided further, however, that if a Competitive Loan must be in an amount less than $5,000,000 because of the provisions of clause (iv) above, such Competitive Loan may be for a minimum of $1,000,000 or any integral multiple thereof, and in calculating the pro rata allocation of acceptances of portions of multiple bids at a particular Competitive Bid Rate pursuant to clause (iv) the amounts shall be rounded to integral multiples of $1,000,000 in a manner which shall be in the discretion of the ~~applicable~~ Borrower. A notice given by a the Borrower pursuant to this paragraph (d) shall be irrevocable. (e) The ~~CAF~~ Agent shall promptly notify each bidding Lender ~~(and the Administrative Agent), by telecopy,~~ whether or not its Competitive Bid has been accepted (and if so, in what amount and at what Competitive Bid Rate) by telecopy sent by the Agent, and each successful bidder will thereupon become bound, subject to the other applicable conditions hereof, to make the Competitive Loan in respect of which its bid has been accepted. (f) No A Competitive ~~Borrowing~~ Bid Request shall ~~be requested or made hereunder if after giving effect thereto any of the conditions set forth in clauses (i) through (iv) of Section 2.01 would~~ not be ~~met~~made within five Business Days after the date of any previous Competitive Bid Request. (g) If ~~either~~ the ~~Administrative Agent or CAF~~ Agent shall elect to submit a Competitive Bid in its capacity as a Lender, ~~such party~~ it shall submit such bid directly to the Borrower one quarter of an hour earlier than the latest time at which the other Lenders are required to submit their bids to the ~~CAF~~ Agent pursuant to paragraph (b) above. (h) Each of the Borrowers and the CAF Agent shall deliver to the Administrative Agent by telecopy copies of all notices delivered by it pursuant to this Section 2.03 at the same times such notices are delivered hereunder. All ~~notices~~ Notices required by this Section 2.03 shall be given in accordance with Section ~~8.01~~9.01. ~~(i) A Competitive Bid Request shall not be made within five Business Days after the date of any previous Competitive Bid which was accepted by a Borrower pursuant to paragraph (d) above.~~

Appears in 1 contract

Sources: Five Year Competitive Advance and Revolving Credit Facility Agreement (DST Systems Inc)

Competitive Bid Procedure. (a) In order to request Competitive Bids, ~~a Borrower~~ the Borrowers shall hand deliver or telecopy to the ~~CAF~~ Administrative Agent and the Auction Administration Agent a duly completed Competitive Bid ~~Request in the form of Exhibit A-1 hereto~~Request, to be received by the ~~CAF~~ Administrative Agent and the Auction Administration Agent (i) in the case of a Eurodollar ~~Competitive Borrowing~~Advances, not later than ~~11:00~~ 9:00 a.m., ~~New York City~~ Dallas, Texas time, ~~four~~four Business Days before the requested date of such Competitive Advance and (ii) in the case of Fixed Rate Advances, not later than 9:00 a.m., Dallas, Texas time, one Business Day before the requested date of such Competitive Advance. No Alternate Base Rate Advance shall be requested in, or, except pursuant to Section 4.4, made pursuant to, a Competitive Bid Request. A Competitive Bid Request that does not conform substantially to the format of Exhibit "B-2" may be rejected at the Auction Administration Agent's sole discretion, and the Auction Administration Agent shall promptly notify the Borrowers of such rejection by telecopier. Each Competitive Bid Request shall in each case refer to this Agreement and specify (w) the Borrower to whom such Advance is to be made, (x) the Type of the Advance, (y) the requested date of such Competitive Advance (which shall be a Business Day) and the aggregate principal amount thereof (which shall not be less than $10,000,000 or greater than the unused Total Commitment on the requested date for such Competitive Advance and shall be an integral multiple of $1,000,000), and (z) the Interest Period with respect thereto (which may not end after the Termination Date). Promptly after its receipt of a Competitive Bid Request that is not rejected as aforesaid, the Auction Administration Agent shall invite by telecopier (substantially in the form set forth in Exhibit B-3 hereto) the Banks to bid, on the terms and conditions of this Agreement, to make Competitive Advances pursuant to such Competitive Bid Request. (b) Each ~~Lender invited to bid~~ Bank may, in its sole discretion, make one or more Competitive Bids to the ~~Borrower~~ Borrowers responsive to ~~such Borrower's~~ each Competitive Bid Request. Each Competitive Bid by a ~~Lender~~ Bank must be received by the ~~CAF~~ Auction Administration Agent ~~by telecopy~~via telecopier, substantially in the form of Exhibit ~~A-3~~ B-4 hereto, (i) in the case of a Eurodollar ~~Competitive Borrowing~~Advances, not later than ~~9:30~~ 9:00 a.m., ~~New York City~~ Dallas, Texas time, three Business Days before the requested date for a proposed Competitive ~~Borrowing~~ Advance and (iii) in the case of a Fixed Rate ~~Borrowing~~Advances, not later than ~~9:30~~ 8:30 a.m., ~~New York City~~ Dallas, Texas time, on the day of a proposed Competitive ~~Borrowing. Multiple bids will be accepted by the CAF Agent~~Advance. Competitive Bids that do not conform substantially to the format of Exhibit ~~A-3~~ B-4 may be rejected by the ~~CAF Agent~~Auction Administration Agent after conferring with, and upon the instruction of, the Borrowers, and the ~~CAF~~ Auction Administration Agent shall notify the ~~Lender making such nonconforming bid~~ non-conforming Bank of such rejection as soon as practicable. Each Competitive Bid shall refer to this Agreement and ~~specify~~ (x) specify the principal amount (which shall be in a minimum principal amount of $5,000,000 and in an integral multiple of $1,000,000 and which may equal the entire principal amount of the Competitive ~~Borrowing~~ Advance requested by the ~~applicable Borrower~~Borrowers) of the Competitive ~~Loan or Loans that~~ Advance the ~~Lender~~ Bank is willing to make to ~~such Borrower~~the Borrowers, (y) specify the Competitive Bid ~~Rate or Rates~~ Rate(s) at which the ~~Lender~~ Bank is prepared to make the Competitive ~~Loan or Loans~~ Advance and (z) confirm the Interest Period ~~and~~ with respect thereto specified by the ~~last day thereof. If any Lender invited to bid shall elect not to make a Competitive Bid, such Lender shall so notify the CAF Agent by telecopy (I)~~ Borrowers in the ~~case of Eurodollar~~ Competitive Loans, not later than 9:30 a.m., New York City time, three Business Days before a proposed Competitive Borrowing, and (II) in the case of Fixed Rate Loans, not later than 9:30 a.m., New York City time, on the day of a proposed Competitive Borrowing; provided, however, that failure by any Lender to give such notice shall not cause such Lender to be obligated to make any Competitive Loan as part of such Competitive BorrowingBid Request. A Competitive Bid submitted by a ~~Lender~~ Bank pursuant to this paragraph (b) shall be irrevocable. (c) The ~~CAF~~ Auction Administration Agent shall promptly notify the ~~Borrower~~ Borrowers by ~~telecopy,~~ telecopier of all the Competitive Bids made, the Competitive Bid Rate and the principal amount of each Competitive ~~Loan~~ Advance in respect of which ~~such~~ a Competitive Bid was made and the identity of the ~~Lender~~ Bank that made each ~~such~~ bid. The Auction Administration Agent shall send a copy of all Competitive Bids to the Borrowers for their records as soon as practicable after completion of the bidding process set forth in this Section 2.6. (d) ~~A Borrower~~ The Borrowers may in ~~its~~ their sole and absolute discretion, subject only to the provisions of this ~~paragraph (d~~Section 2.6(d), accept or reject any or all of the Competitive Bids referred to in paragraph (c) above; provided, however, that the aggregate amount of the Competitive Bids so accepted by the Borrowers may not exceed the principal amount of the Competitive Advance requested by the Borrowers. ~~Such Borrower~~ The Borrowers shall notify the ~~CAF~~ Auction Administration Agent by ~~telephone, confirmed by telecopy in the form of a Competitive Bid Accept/Reject Letter,~~ telecopier whether and to what extent ~~it has~~ they have decided to accept or reject any of or all of the bids referred to in paragraph (c) ~~above by~~ above, (i) in the case of a Eurodollar ~~Competitive Borrowing~~Advances, not later than ~~10:30~~ 11:00 a.m., ~~New York City~~ Dallas, Texas time, three Business Days before the requested date for a proposed Competitive ~~Borrowing~~ Advance and (iii) in the case of a Fixed Rate ~~Borrowing~~Advances, not later than ~~10:30~~ 9:30 a.m., ~~New York City~~ Dallas, Texas time, on the day of specified for a proposed Competitive ~~Borrowing~~Advance; provided, however, that (iw) the failure by ~~such Borrower~~ the Borrowers to give such notice shall be deemed to be a rejection of all the bids referred to in paragraph (c) above, (ix) ~~such Borrower~~ the Borrowers shall not accept a bid made at a particular Competitive Bid Rate if ~~it has~~ the Borrowers have decided to reject a bid made at a lower Competitive Bid Rate, (~~i) the aggregate amount of the Competitive Bids accepted by such Borrower shall not exceed the principal amount specified in the Competitive Bid Request, (i~~y) if ~~such Borrower~~ the Borrowers shall accept ~~a bid or~~ bids made at a particular Competitive Bid Rate but shall be restricted by other conditions hereof from borrowing the full principal amount of ~~such bid or bids shall cause the total amount~~ Competitive Advances in respect of bids to be accepted by such Borrower to exceed the amount specified in the Competitive Bid Request, then such Borrower shall accept a portion of such bid or bids in an amount equal to the amount specified in the Competitive Bid Request less the amount of all other Competitive Bids accepted with respect to such Competitive Bid Request, which ~~acceptance, in the case of multiple~~ bids at such Competitive Bid ~~Rate~~Rate have been made or shall not require the full amount offered thereby, then the Borrowers shall ~~be made~~ accept a pro rata ~~in accordance with the amount~~ portion of each ~~such~~ bid made at such Competitive Bid ~~Rate,~~ Rate based as nearly as possible on the respective principal amounts of Competitive Advances for which such bids were made and (iz) ~~except pursuant to clause (iv) above,~~ no bid shall be accepted for a Competitive ~~Loan~~ Advance unless such Competitive ~~Loan~~ Advance is in a minimum principal amount of $5,000,000 and an integral multiple of $1,000,000~~; provided further, however, that if a Competitive Loan must be in an amount less than $5,000,000 because of~~ . Notwithstanding the ~~provisions of~~ foregoing clause (~~iv) above~~z), ~~such Competitive Loan may be~~ if it is necessary for the Borrowers to accept a ~~minimum of $1,000,000 or any integral multiple thereof, and in calculating the~~ pro rata allocation of ~~acceptances of portions of multiple~~ the bids at made in response to a ~~particular~~ Competitive Bid ~~Rate~~ Request (whether pursuant to the events specified in clause (ivy) above or otherwise) and the ~~amounts shall~~ available principal amount of Competitive Advances to be ~~rounded~~ allocated among the Banks is not sufficient to enable Competitive Advances to be allocated to each Bank in a minimum principal amount of $5,000,000 and in integral multiples of $~~1,000,000 in a manner which~~ 1,000,000, then the Borrowers shall select the Banks to be in allocated such Competitive Advances and shall round allocations up or down to the ~~discretion~~ next higher or lower multiple of ~~the applicable Borrower~~$500,000 as it shall deem appropriate. A notice given by ~~a Borrower~~ the Borrowers pursuant to this paragraph (d) shall be irrevocable. (e) The ~~CAF~~ Auction Administration Agent shall promptly notify each bidding ~~Lender (and the Administrative Agent), by telecopy,~~ Bank whether or not its Competitive Bid has been accepted (and if so, in what amount and at what Competitive Bid Rate) by telecopier, and each successful bidder will thereupon become bound, subject to the other applicable conditions hereof, to make the Competitive ~~Loan~~ Advance in respect of which its bid has been accepted. After completing the notifications referred to in the immediately preceding sentence, the Auction Administration Agent shall (i) notify the Administrative Agent of each Competitive Bid that has been accepted, the amount thereof and the Competitive Bid Rate therefor and (ii) notify each Bank of the aggregate principal amount of all Competitive Bids accepted. (f) ~~No Competitive Borrowing shall be requested or made hereunder if after giving effect thereto any~~ Upon receipt from the Administrative Agent of the ~~conditions set forth in clauses~~ Eurodollar Rate applicable to any Eurodollar Advance to be made by any Bank pursuant to a Competitive Bid that has been accepted by the Borrowers pursuant to Section 2.6(d), the Auction Administration Agent shall notify such Bank of (i) ~~through~~ the applicable Eurodollar Rate and (ivii) the sum of ~~Section 2.01 would not be met~~the applicable Eurodollar Rate plus the Margin bid by such Bank. (g) No Competitive Bid Request shall be made within five Business Days of the date of any other Competitive Bid Request, unless the Borrowers and the Auction Administration Agent shall mutually agree otherwise. (h) If ~~either~~ the ~~Administrative~~ Auction Administration Agent or ~~CAF Agent~~ any of its Affiliates shall at any time have a Commitment hereunder and shall elect to submit a Competitive Bid in its capacity as a ~~Lender~~Bank, such ~~party~~ Bank shall submit such bid directly to the ~~Borrower~~ Borrowers one quarter of an hour earlier than the latest time at which the other ~~Lenders~~ Banks are required to submit their bids to the ~~CAF~~ Auction Administration Agent pursuant to paragraph (b) above. (hi) Each of the Borrowers and the CAF Agent shall deliver to the Administrative Agent by telecopy copies of all notices delivered by it pursuant to this Section 2.03 at the same times such notices are delivered hereunder. All notices required by this Section ~~2.03~~ 2.6 shall be ~~given~~ made in accordance with Section ~~8.01~~12.10. (ij) A Each Bank shall make its portion of each Competitive ~~Bid Request~~ Advance on the date specified for such Competitive Advance thereof by paying the amount required to the Administrative Agent at the Principal Office in immediately available funds not later than 12:00 noon, Dallas, Texas time, and the Administrative Agent shall by 2:00 p.m., Dallas, Texas time, credit the amounts so received to the general deposit account of the specified Borrower with the Administrative Agent or, if Competitive Advances are not made on such date because any condition precedent to an Advance herein specified shall not ~~be made within five Business Days after~~ have been met, return the ~~date of any previous Competitive Bid which was accepted by a Borrower pursuant~~ amounts so received to ~~paragraph (d) above~~the respective Banks as soon as practicable.

Appears in 1 contract

Sources: Credit Agreement (Global Industrial Technologies Inc)

Competitive Bid Procedure. (a) In order to request -------------------------- Competitive Bids, a Borrower shall hand ~~deliver~~ deliver, telex or telecopy to the ~~CAF~~ Agent a duly completed Competitive Bid Request in the form of Exhibit A-1 hereto, to be received by the ~~CAF~~ Agent (i) in the case of a Eurodollar ~~Competitive~~ Borrowing or a CD Borrowing, not later than 11:00 a.m., New York City time, ~~four~~four Business Days before a proposed Competitive Borrowing and (ii) in the case of a Fixed Rate Borrowing, not later than 11:00 a.m., New York City time, one Business Day before a proposed Competitive Borrowing. No ABR Loan shall be requested in, or made pursuant to, a Competitive Bid Request. A Competitive Bid Request that does not conform substantially to the format of Exhibit A-1 shall be rejected and the Agent shall promptly notify the appropriate Borrower of such rejection by telex or telecopier. Such request shall in each case refer to this Agreement and specify (x) that the Borrowing then being requested is to be a Eurodollar Borrowing, a CD Borrowing or a Fixed Rate Borrowing, (y) the date of such Borrowing (which shall be a Business Day) and the aggregate principal amount thereof (which shall be, subject to the third sentence of Section 2.02(a), in a minimum principal amount of $25,000,000 and in an integral multiple of $5,000,000 and (z) the Interest Period with respect thereto (which may not end after the Maturity Date). Promptly after its receipt of a Competitive Bid Request that is not rejected as aforesaid, the Agent shall invite by telex or telecopier (in the form set forth in Exhibit A-2 hereto) the Lenders to bid, on the terms and conditions of this Agreement, to make Competitive Loans pursuant to the Competitive Bid Request. (b) ~~Each Lender invited to bid~~ The Agent may, in its sole discretion, make one or more Competitive Bids to the appropriate Borrower responsive to such Borrower's Competitive Bid Request. Each Competitive Bid by the Agent must be submitted to the Borrower via telex or telecopier, in the form of Exhibit A-3 hereto, (i) in the case of a Eurodollar Borrowing or CD Borrowing, not later than 8:30 a.m., New York City time, three Business Days before a proposed Competitive Borrowing and (ii) in the case of a Fixed Rate Borrowing, not later than 8:30 a.m., New York City time, on the day of a proposed Competitive Borrowing. Each Lender may, in its sole discretion, make one or more Competitive Bids to the appropriate Borrower responsive to such Borrower's Competitive Bid Request. Each Competitive Bid by a Lender must be received by the ~~CAF~~ Agent ~~by telecopy~~via telex or telecopier, in the form of Exhibit A-3 hereto, (i) in the case of a Eurodollar ~~Competitive~~ Borrowing or CD Borrowing, not later than ~~9:30~~ 9:00 a.m., New York City time, three Business Days before a proposed Competitive Borrowing and (iii) in the case of a Fixed Rate Borrowing, not later than ~~9:30~~ 9:00 a.m., New York City time, on the day of a proposed Competitive Borrowing. Multiple bids will be accepted by the ~~CAF~~ Agent. Competitive Bids that do not conform substantially to the format of Exhibit A-3 may be rejected by the ~~CAF Agent~~Agent after conferring with, and upon the instruction of, the Borrower requesting such Competitive Bids, and the ~~CAF~~ Agent shall notify the Lender making such nonconforming bid of such rejection as soon as practicable. Each Competitive Bid shall refer to this Agreement and specify (x) the principal amount (which shall be in ~~a minimum principal amount of $5,000,000 and in~~ an integral multiple of $~~1,000,000 and which may~~ 5,000,000 (unless such principal amount shall equal the entire principal amount of the Competitive Borrowing requested by ~~the applicable~~ such Borrower) and which may equal such entire principal amount) of the Competitive Loan or Loans that the Lender is willing to make to the Borrower requesting such ~~Borrower~~Competitive Bid, (y) the Competitive Bid Rate or Rates at which the Lender is prepared to make the Competitive Loan or Loans and (z) the Interest Period and the last day thereof. If any Lender ~~invited to bid~~ shall elect not to make a Competitive Bid, such Lender shall so notify the ~~CAF~~ Agent ~~by telecopy~~ via telex or telecopier (IA) in the case of a Eurodollar ~~Competitive Loans~~Borrowing or a CD Borrowing, not later than ~~9:30~~ 9:00 a.m., New York City time, three Business Days before a proposed Competitive ~~Borrowing,~~ Borrowing and (IIB) in the case of a Fixed Rate ~~Loans~~Borrowing, not later than ~~9:30~~ 9:00 a.m., New York City time, on the day of a proposed Competitive Borrowing; provided, however, that failure by any -------- ------- Lender to give such notice shall not cause such Lender to be obligated to make any Competitive Loan as part of such Competitive Borrowing. A Competitive Bid submitted by a Lender pursuant to this paragraph (b) shall be irrevocable. (c) The ~~CAF~~ Agent shall notify the appropriate Borrower by ~~telecopy~~telex or telecopier not later than (i) in the case of a Eurodollar Borrowing or a CD Borrowing, 10:00 a.m., New York City time, three Business Days before the proposed Competitive Borrowing and (ii) in the case of a Fixed Rate Borrowing, 10:00 a.m., New York City time, on the day of the proposed Competitive Borrowing of all the Competitive Bids made, the Competitive Bid Rate and the principal amount of each Competitive Loan in respect of which ~~such~~ a Competitive Bid was made and the identity of the Lender that made each bid. The Agent shall send a copy of all Competitive Bids to such ~~bid~~Borrower for its records as soon as practicable after completion of the bidding process set forth in this Section 2.03. (d) A The appropriate Borrower may in its sole and absolute discretion, subject only to the provisions of this paragraph (d)) and paragraph (h) below, accept or reject any ~~or all~~ Competitive ~~Bids~~ Bid referred to in paragraph (c) above. Such Borrower shall notify the ~~CAF~~ Agent by ~~telephone, confirmed by telecopy~~ telex or telecopier not later than (i) in the ~~form~~ case of a Eurodollar Borrowing or a CD Borrowing, 11:30 a.m., New York City time, three Business Days before the proposed Competitive ~~Bid Accept/Reject Letter~~Borrowing and (ii) in the case of a Fixed Rate Borrowing, not later than 11:30 a.m., New York City time, on the day of the proposed Competitive Borrowing whether and to what extent it has decided to accept or reject any of or all the bids referred to in paragraph (c) above by (i) in the case of a Eurodollar Competitive Borrowing, not later than 10:30 a.m., New York City time, three Business Days before a proposed Competitive Borrowing and (i) in the case of a Fixed Rate Borrowing, not later than 10:30 a.m., New York City time, on the day of a proposed Competitive Borrowingabove; provided, however, that (iv) the failure by such Borrower to -------- ------- give such notice shall be deemed to be a rejection of all the bids referred to in paragraph (c) above, (iw) such Borrower shall not accept a bid made at a particular Competitive Bid Rate if it has decided to reject a bid made at a lower Competitive Bid Rate, (ix) the aggregate amount of the Competitive Bids accepted by such Borrower shall not exceed the principal amount specified in the related Competitive Bid Request, (iy) if such Borrower shall accept a bid or bids made at a particular Competitive Bid Rate but the amount of such bid or bids shall cause the total amount of bids to be accepted by such Borrower to exceed the amount specified in the related Competitive Bid Request, then such Borrower shall accept a portion of such bid or bids in an amount equal to the amount specified in the related Competitive Bid Request less the amount of all other Competitive Bids accepted with respect to such Competitive Bid Request, which acceptance, in the case of multiple bids at such Competitive Bid Rate, shall be made pro rata in accordance with the amount of each such bid at such Competitive Bid Rate, and (iz) except pursuant to clause (ivy) above, no bid shall be accepted for a Competitive Loan unless the principal amount of such Competitive Loan is in ~~a minimum principal amount of $5,000,000 and~~ an integral multiple of $~~1,000,000~~5,000,000 or is equal to the entire principal amount of the Competitive Borrowing being requested by such Borrower; provided further, -------- ------- however, that if a Competitive Loan must be in an amount less than $5,000,000 ------- because of the provisions of clause (ivy) above, such Competitive Loan may be for a minimum of $1,000,000 or any integral multiple thereof, and in calculating the pro rata allocation of acceptances of portions of multiple bids at a particular Competitive Bid Rate pursuant to clause (ivy) the amounts shall be rounded to integral multiples of $1,000,000 in a manner which shall be in the discretion of ~~the applicable~~ such Borrower. A notice given ~~by a Borrower~~ pursuant to this paragraph (d) by the appropriate Borrower shall be irrevocable. (e) The ~~CAF~~ Agent shall promptly notify each bidding Lender ~~(and the Administrative Agent), by telecopy,~~ whether or not its Competitive Bid has been accepted (and if so, in what amount and at what Competitive Bid Rate) by telex or telecopier sent by the Agent, and each successful bidder will thereupon become bound, subject to the other applicable conditions hereof, to make the Competitive Loan in respect of which its bid has been accepted. (f) No The Borrowers shall not make more than 10 Competitive ~~Borrowing shall be requested or made hereunder if after giving effect thereto~~ Bid Requests during any ~~of the conditions set forth in clauses (i) through (iv) of Section 2.01 would not be met~~30-day period. (g) If either the Administrative Agent or CAF Agent shall elect to submit a Competitive Bid in its capacity as a Lender, such party shall submit such bid directly to the Borrower one quarter of an hour earlier than the latest time at which the other Lenders are required to submit their bids to the CAF Agent pursuant to paragraph (b) above. (h) Each of the Borrowers and the CAF Agent shall deliver to the Administrative Agent by telecopy copies of all notices delivered by it pursuant to this Section 2.03 at the same times such notices are delivered hereunder. All notices required by this Section 2.03 shall be given in accordance with Section ~~8.01~~9.01. (h) At no time shall the outstanding aggregate principal amount of all Competitive Loans made by all Lenders exceed the Total Commitment in effect at such time. (i) A The Agent shall hold in confidence each Competitive Bid ~~Request shall not be made within five Business Days after~~ received by the ~~date of any previous~~ Agent until such Competitive Bid ~~which was accepted by a~~ has been disclosed to the appropriate Borrower pursuant to paragraph (d) above.

Appears in 1 contract

Sources: Revolving Credit Agreement (Penney J C Funding Corp)

Competitive Bid Procedure. (a) In order to request Competitive Bids, a Borrower shall hand deliver or telecopy to the CAF Agent a duly completed Competitive Bid Request in the form of Exhibit A-1 hereto, to be received by the CAF Agent (i) in the case of a Eurodollar Competitive Borrowing, not later than 11:00 a.m., New York City time, four (b) Each Lender invited to bid may, in its sole discretion, make one or more Competitive Bids to the Applicable Borrower responsive to such Borrower's Competitive Bid Request. Each Competitive Bid by a Lender must be received by the ~~CAF~~ Administrative Agent by telecopy, in the form of Exhibit A-3 hereto, (i) in the case of a Eurodollar Competitive ~~Borrowing~~Loan, not later than 9:30 a.m., New York City time, three Business Days before a proposed Competitive Borrowing and (iii) in the case of a Fixed Rate Borrowing, not later than 9:30 a.m., New York City time, on the day of a proposed Competitive Borrowing. ~~Multiple~~ A Lender may submit multiple bids ~~will be accepted by~~ to the ~~CAF~~ Administrative Agent. Competitive Bids that do not conform substantially to the format of Exhibit A-3 may be rejected by the ~~CAF~~ Administrative Agent, and the ~~CAF~~ Administrative Agent shall notify the Lender making such nonconforming bid of such rejection as soon as practicable. Each Competitive Bid shall refer to this Agreement and specify (x) the principal amount (which shall be in a minimum principal amount of $5,000,000 and in an integral multiple of $1,000,000 and which may equal the entire principal amount of the Competitive Borrowing ~~requested by the applicable Borrower~~requested) of the Competitive Loan or Loans that the Lender is willing to ~~make to such Borrower~~make, (y) the Competitive Bid Rate or Rates at which the Lender is prepared to make the Competitive Loan or Loans and (z) the Interest Period and the last day thereof. If any Lender invited to bid shall elect not to make a Competitive Bid, such Lender shall so notify the ~~CAF~~ Administrative Agent by telecopy (I) in the case of Eurodollar Competitive Loans, not later than 9:30 a.m., New York City time, three Business Days before a proposed Competitive Borrowing, and (II) in the case of Fixed Rate Loans, not later than 9:30 a.m., New York City time, on the day of a proposed Competitive Borrowing; provided, however, that failure by any Lender to give such notice shall not cause such Lender to be obligated to make any Competitive Loan as part of such Competitive Borrowing. A Competitive Bid submitted by a Lender pursuant to this paragraph (b) shall be irrevocable. (c) The ~~CAF~~ Administrative Agent shall as promptly as practicable notify the ~~Borrower~~ Borrower, by telecopy, of all the Competitive Bids made, the Competitive Bid Rate and the principal amount of each Competitive Loan in respect of which ~~such~~ a Competitive Bid was made and the identity of the Lender that made each ~~such~~ bid. The Administrative Agent shall send a copy of all Competitive Bids to the Borrower for its records as soon as practicable after completion of the bidding process set forth in this Section 2.03. (d) A The Borrower may in its sole and absolute discretion, subject only to the provisions of this paragraph (d), accept or reject any ~~or all~~ Competitive ~~Bids~~ Bid referred to in paragraph (c) above. ~~Such~~ The Borrower shall notify the ~~CAF~~ Administrative Agent by telephone, confirmed by telecopy in the form of a Competitive Bid Accept/Reject Letter, whether and to what extent it has decided to accept or reject any of or all the bids referred to in paragraph (c) above not more than one hour after it shall have been notified of such bids by the Administrative Agent pursuant to such paragraph (i) in the case of a Eurodollar Competitive Borrowing, not later than 10:30 a.m., New York City time, three Business Days before a proposed Competitive Borrowing and (i) in the case of a Fixed Rate Borrowing, not later than 10:30 a.m., New York City time, on the day of a proposed Competitive Borrowingc); provided, however, that (i) the failure ~~by such~~ of the Borrower to give such notice shall be deemed to be a rejection of all the bids referred to in paragraph (c) above, (iii) ~~such~~ the Borrower shall not accept a bid made at a particular Competitive Bid Rate if it has decided to reject a bid made at a lower Competitive Bid Rate, (iiii) the aggregate amount of the Competitive Bids accepted by ~~such~~ the Borrower shall not exceed the principal amount specified in the Competitive Bid Request, (i) if such Borrower shall accept a bid or bids made at a particular Competitive Bid Rate but the amount of such bid or bids shall cause the total amount of bids to be accepted by such Borrower to exceed the amount specified in the Competitive Bid Request, then such Borrower shall accept a portion of such bid or bids in an amount equal to the amount specified in the Competitive Bid Request less the amount of all other Competitive Bids accepted with respect to such Competitive Bid Request, which acceptance, in the case of multiple bids at such Competitive Bid Rate, shall be made pro rata in accordance with the amount of each such bid at such Competitive Bid Rate, and (i) except pursuant to clause (iv) above, no bid shall be accepted for a Competitive Loan unless such Competitive Loan is in a minimum principal amount of $5,000,000 and an integral multiple of $1,000,000; provided further, however, that if a Competitive Loan must be in an amount less than $5,000,000 because of the provisions of clause (iv) above, such Competitive Loan may be for a minimum of $1,000,000 or any integral multiple thereof, and in calculating the pro rata allocation of acceptances of portions of multiple bids at a particular Competitive Bid Rate pursuant to clause (iv) the amounts shall be rounded to integral multiples of $1,000,000 in a manner which shall be in the discretion of the applicable Borrower. A notice given by a Borrower pursuant to this paragraph (d) shall be irrevocable. (e) The CAF Agent shall promptly notify each bidding Lender (and the Administrative Agent), by telecopy, whether or not its Competitive Bid has been accepted (and if so, in what amount and at what Competitive Bid Rate) and each successful bidder will thereupon become bound, subject to the other applicable conditions hereof, to make the Competitive Loan in respect of which its bid has been accepted. (f) No Competitive Borrowing shall be requested or made hereunder if after giving effect thereto any of the conditions set forth in clauses (i) through (iv) of Section 2.01 would not be met. (g) If either the Administrative Agent or CAF Agent shall elect to submit a Competitive Bid in its capacity as a Lender, such party shall submit such bid directly to the Borrower one quarter of an hour earlier than the latest time at which the other Lenders are required to submit their bids to the CAF Agent pursuant to paragraph (b) above. (h) Each of the Borrowers and the CAF Agent shall deliver to the Administrative Agent by telecopy copies of all notices delivered by it pursuant to this Section 2.03 at the same times such notices are delivered hereunder. All notices required by this Section 2.03 shall be given in accordance with Section 8.01. (i) A Competitive Bid Request shall not be made within five Business Days after the date of any previous Competitive Bid which was accepted by a Borrower pursuant to paragraph (d) above.,

Appears in 1 contract

Sources: 364 Day Competitive Advance and Revolving Credit Facility Agreement (Itt Industries Inc)

Common use of Competitive Bid Procedure Clause in Contracts