364-Day Revolving Credit Agreement
Category: Credit
364-DAY REVOLVING CREDIT AGREEMENT
THIS 364-DAY REVOLVING CREDIT AGREEMENT dated as of November 15, 2007, is among Visa International Service Association, a Delaware corporation (“Visa International”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), Bank of America, N.A., as Administrative Agent for the Lenders, JPMorgan Chase Bank, N.A., Barclays Bank Plc, and Citicorp USA, Inc., as Co-Syndication Agents, and The Bank of Nova Scotia, as Documentation Agent. The parties hereto agree as follows:
ARTICLE I — DEFINITIONS
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“Conversion/Continuation Notice” is defined in Section 2.10.
“Conversion Date” is defined in Section 8.2(a).
“Default” means an event which but for the lapse of time or the giving of notice, or both, would constitute an Event of Default.
“Defaulting Lender” means any Lender that (a) has failed to fund any portion of the Loans or participations in Swing Loans required to be funded by it hereunder within one Business Day of the date required to be funded by it hereunder, unless the subject of a good faith dispute, (b) has otherwise failed to pay over to the Administrative Agent or any other Lender any other amount required to be paid by it hereunder within one Business Day of the date when due, unless the subject of a good faith dispute or (c) has been deemed insolvent or become the subject of a bankruptcy or insolvency proceeding.
“Dollar Amount” of any currency at any date shall mean (a) the amount of such currency if such currency is Dollars or (b) the Equivalent Amount.
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“Required Lenders” means Revolving Lenders whose Revolving Loan Voting Percentages aggregate more than 51%.
“Restructuring” means the consummation of all of the transactions and the entry into all of the agreements contemplated by or referenced in the Restructuring Agreement.
“Restructuring Agreement” means that certain Amended and Restated Global Restructuring Agreement dated as of August 24, 2007, among Visa International, Visa Inc., and certain other Persons, as modified or amended as permitted hereby.
“Revaluation Date” is defined in Section 2.5.
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1.2 Other Interpretive Provisions. With reference to this Agreement and each other Loan Document, unless otherwise specified herein or in such other Loan Document:
(a) The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” The word “will” shall be construed to have the same meaning and effect as the word “shall.” Unless the context requires otherwise, (i) any definition of or reference to any agreement, instrument or other document (including articles of incorporation and bylaws) shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein or in any other Loan Document), (ii) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (iii) the words “herein,” “hereof” and “hereunder,” and words of similar import when used in any Loan Document, shall be construed to refer to such Loan Document in its entirety and not to any particular provision thereof, (iv) all references in a Loan Document to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, the Loan Document in which such references appear and (v) any reference to any law shall include all statutory and regulatory provisions consolidating, amending, replacing or interpreting such law and any reference to any law or regulation shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time.
(b) In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including;” the words “to” and “until” each mean “to but excluding;” and the word “through” means “to and including.”
1.3 Accounting Terms.
1.3.1 Generally. All accounting terms not specifically or completely defined herein shall be construed in conformity with, and all financial data (including financial ratios and other financial calculations) required to be submitted pursuant to this Agreement shall be prepared in conformity with, Agreement Accounting Principles applied on a consistent basis, as in effect from time to time, except as otherwise specifically prescribed herein.
1.3.2 Changes in Agreement Accounting Principles. If at any time any change in Agreement Accounting Principles would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either the Borrower or the Required Lenders shall so request, the Administrative Agent, the Lenders and the Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in Agreement Accounting Principles (subject to the approval of the Required Lenders); provided that, until so amended, (a) such ratio or requirement shall continue to be computed in accordance with Agreement Accounting Principles prior to such change therein and (b) the Borrower shall provide to the Administrative Agent and the Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in Agreement Accounting Principles.
1.4 Rounding. Any financial ratios required to be maintained by the Borrower pursuant to this Agreement shall be calculated by dividing the appropriate component by the other component, carrying the result to one place more than the number of places by which such ratio is expressed herein and rounding the result up or down to the nearest number (with a rounding-up if there is no nearest number).
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ARTICLE II — THE CREDITS
2.1 Dollar Revolving Commitments. From and including the Closing Date and prior to the Revolving Termination Date, each Dollar Revolving Lender severally agrees, on the terms and conditions set forth in this Agreement, to make Dollar Revolving Loans in Dollars (but not in any other Agreed Currency) to the Borrower from time to time in an amount not to exceed in the aggregate at any one time outstanding the Dollar Amount of its Dollar Revolving Commitment; provided (a) the outstanding Dollar Revolving Loans shall not at any time exceed the Dollar Total Commitment and (b) the aggregate amount of all Dollar Revolving Loans of any Dollar Revolving Lender shall not exceed such Dollar Revolving Lender’s Dollar Revolving Commitment. Subject to the terms of this Agreement, the Borrower may borrow, repay and reborrow at any time prior to the Revolving Termination Date. The Dollar Revolving Commitments shall expire on the Revolving Termination Date.
2.2 Multi-Currency Commitments. From and including the Closing Date and prior to the Revolving Termination Date, each Multi-Currency Revolving Lender severally agrees, on the terms and conditions set forth in this Agreement, to make Multi-Currency Revolving Loans to the Borrower in Agreed Currencies from time to time in an amount not to exceed in the aggregate at any one time outstanding the Dollar Amount of its Multi-Currency Revolving Commitment; provided that (a) all Base Rate Loans shall be made in Dollars, (b) the outstanding Multi-Currency Revolving Loans and Swing Loans shall not at any time exceed the Multi-Currency Total Commitment and (c) the aggregate Dollar Amount of all Revolving Loans of any Multi-Currency Revolving Lender plus the Dollar Amount of such Multi-Currency Revolving Lender’s participation in all Swing Loans shall not exceed the Dollar Amount of such Multi-Currency Revolving Lender’s Commitment. Subject to the terms of this Agreement, the Borrower may borrow, repay and reborrow at any time prior to the Revolving Termination Date. The Multi-Currency Revolving Commitments shall expire on the Revolving Termination Date.
2.3 Term Loans. Each Revolving Lender agrees that, subject to the conditions set forth in Sections 4.2 and 4.3, all outstanding Revolving Loans of such Revolving Lender will automatically convert to a term loan (each a “Term Loan”) on the scheduled Revolving Termination Date.
2.4 Swing Loans.
2.4.1 U.S. Swing Loans. From and including the Closing Date, and prior to the Revolving Termination Date, each U.S. Swing Lender severally agrees, on the terms and conditions set forth in this Agreement and in reliance upon the agreement of the other Multi-Currency Revolving Lenders set forth in Section 2.24, to make U.S. Swing Loans to the Borrower in Dollars from time to time in an aggregate principal amount not to exceed the U.S. Swing Commitment; provided that (a) each U.S. Swing Lender shall be obligated to make U.S. Swing Loans in an aggregate amount equal to 50% of the U.S. Swing Commitment, (b) each U.S. Swing Lender shall make 50% of each U.S. Swing Loan, (c) the aggregate amount of the outstanding Multi-Currency Revolving Loans and Swing Loans shall not at any time exceed the Multi-Currency Total Commitment and (d) during any period of ten consecutive Business Days, there must be at least one day on which no U.S. Swing Loans are outstanding. Subject to the terms of this Agreement, the Borrower may borrow, repay and reborrow U.S. Swing Loans at any time prior to the Revolving Termination Date. The U.S. Swing Commitment shall expire on the Revolving Termination Date. Any U.S. Swing Loans shall be deemed to be usage of the Multi-Currency Revolving Commitments and not the Dollar Revolving Commitments.
2.4.2 Foreign Currency Swing Loans. From and including the Closing Date, and prior to the Revolving Termination Date, each Foreign Currency Swing Lender severally agrees, on the terms and conditions set forth in this Agreement and in reliance upon the agreement of the other Multi-Currency Revolving Lenders set forth in Section 2.24, to make Foreign Currency Swing Loans to the Borrower in the Appropriate Foreign Currency from time to time on any Business Day in an amount not to exceed in the aggregate at any one time outstanding the Dollar Amount of the Foreign Currency Swing Commitment; provided that (a) the aggregate amount of the outstanding Multi-Currency Revolving Loans and Swing Loans shall not at any time exceed the Multi-Currency Total Commitment and (b) during any period of ten consecutive Business Days, there must be at least one day on which there are no Yen Swing Loans outstanding and one day on which there are no Sterling Swing Loans outstanding. Subject to the terms of this Agreement, the Borrower may borrow, repay and reborrow Foreign Currency Swing Loans at any time prior to the Revolving Termination Date. The Foreign Currency Swing Commitments shall expire on the Revolving Termination Date.
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2.6 Repayment of Loans.
(a) Each Foreign Currency Swing Loan shall be paid in full by the Borrower on the applicable Maturity Date.
(b) Each Euro Swing Loan shall be paid in full by the Borrower on the applicable Maturity Date.
(c) Each U.S. Swing Loan shall be paid in full by the Borrower on the applicable Maturity Date.
(d) Unless the Revolving Loans are converted to Term Loans on the Revolving Termination Date, all outstanding Revolving Loans and all other unpaid Obligations shall be paid in full by the Borrower on the Revolving Termination Date.
(e) If the Revolving Loans are converted to Term Loans on the Revolving Termination Date, the Term Loans and all other unpaid Obligations shall be paid in full by the Borrower on the Final Termination Date.
2.7 Ratable Loans; Types of Advances. Each Dollar Revolving Advance hereunder shall consist of Dollar Revolving Loans or portions of Term Loans made from the Dollar Revolving Lenders ratably in accordance with their respective Dollar Pro Rata Shares. Each Multi-Currency Revolving Advance hereunder shall consist of Multi-Currency Revolving Loans or portions of Term Loans made from the Multi-Currency Revolving Lenders ratably in accordance with their respective Multi-Currency Pro Rata Shares. Any Advance may be Base Rate Advances or Eurocurrency Advances, or a combination thereof, selected by the Borrower in accordance with Sections 2.8 and 2.9.
2.8 Method of Selecting Types and Interest Periods for New Advances. The Borrower shall select the Class and Type of Advance and, in the case of each Eurocurrency Advance, the Interest Period and Agreed Currency (provided that for Dollar Revolving Advances, such Agreed Currency may only be Dollars) to the extent applicable thereto from time to time. The Borrower shall give the Administrative Agent irrevocable notice in substantially the form of Exhibit G (an “Advance Borrowing Notice”) not later than noon (New York time) on the Borrowing Date of each Base Rate Advance, not later than 3:00 p.m. (New York time) at least three Business Days before the Borrowing Date for each Eurocurrency Advance denominated in Dollars and not later than 3:00 p.m. (New York time) at least four Business Days before the Borrowing Date for each Eurocurrency Advance to be made by a Multi-Currency Lender denominated in an Agreed Currency other than Dollars, specifying:
(a) the Borrowing Date, which shall be a Business Day, of such Advance,
(b) the aggregate amount of such Advance,
(c) the Class of Advance selected,
(d) the Type of Advance selected and
(e) in the case of each Eurocurrency Advance, the Interest Period and Agreed Currency applicable thereto.
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