Facility D Sample Clauses

Facility D. The relevant Facility D Lenders grant to UPC Distribution: (a) a committed €109,371,094 term loan facility under which the relevant Lenders will, when requested by UPC Distribution, make cash advances in euros to UPC Distribution on the Utilisation Date for Facility D1; (b) a committed €196,867,969 term loan facility under which the relevant Lenders will, when requested by UPC Distribution, make cash advances in euros to UPC Distribution on the Utilisation Date for Facility D2; (c) a committed €196,867,969 term loan facility under which the relevant Lenders will, when requested by UPC Distribution, make cash advances in euros to UPC Distribution on the Utilisation Date for Facility D3; (d) a committed €284,364,844 term loan facility under which the relevant Lenders will, when requested by UPC Distribution, make cash advances in euros to UPC Distribution on the Utilisation Date for Facility D4; and (e) a committed €284,364,844 term loan facility under which the relevant Lenders will, when requested by UPC Distribution, make cash advances in euros to UPC Distribution on the Utilisation Date for Facility D5, in each case subject to the terms of this Agreement.

Facility D. Section 5 of the Credit Agreement is hereby amended by: (a) deleting Section 5.1 in its entirety and substituting in lieu thereof the following Section 5.1:

Facility D. Only one Advance is being made available under Facility D. Notwithstanding any provision herein to the contrary, the aggregate US Dollar Amount of the principal amount of the single Advance initially made under Facility D shall not at any time exceed the Facility D Credit Limit, but no principal amount thereof shall be required to be repaid only because of a decrease in the Facility D Borrowing Base after such Advance.

Facility D. Subject to the terms and conditions of this Agreement, the L/C Issuer agrees to incur, from time to time prior to the Termination Date, upon the request of Borrower and for Borrower’s account, Letter of Credit Obligations by causing one or more letters of credit to be issued or renewed, as the case may be, for Borrower’s account (the “Letters of Credit” and each, a “Letter of Credit”). The aggregate amount of all such Letter of Credit Obligations shall not at any time exceed the lesser of (i) Seven Million Dollars ($7,000,000.00) (the “L/C Limit”), or the amount permitted by paragraph (f) of this Section 2.02. Subject to Section 2.02(i) hereof, no such Letter of Credit shall have an expiry date which is more than one (1) year following the date of issuance thereof. Any Letter of Credit Obligation may, upon request of the L/C Issuer, be evidenced by a Facility D Note in the form attached hereto as Exhibit B.

Facility D. Subject to the terms and conditions of this Agreement, the L/C Issuer agrees to incur, from time to time prior to the Termination Date, upon the request of Borrower and for Borrower’s account, Letter of Credit Obligations by causing one or more standby letters of credit to be issued or renewed, as the case may be, for Borrower’s account (the “Standby Letters of Credit” and each, a “Standby Letter of Credit”). The aggregate amount of all such Letter of Credit Obligations shall not at any time exceed the lesser of (i) Seven Million Dollars ($7,000,000.00) (the “L/C Limit”), or the amount permitted by paragraph (f) of this Section 2.02. Subject to Section 2.02(i) hereof, no such Standby Letter of Credit shall have an expiry date which is more than one (1) year following the date of issuance thereof. Any Letter of Credit Obligation may, upon request of the L/C Issuer, be evidenced by a Facility D Note in the form attached hereto as Exhibit B. Borrower shall deliver to L/C Issuer a completed and executed application form together with subcharter documents in the forms then required by L/C Issuer prior to the issuance of any Standby Letter of Credit. In the event of any inconsistency between L/C Issuer’s required forms and this Agreement, the Mortgages and the Assignments, the provisions of this Agreement, the Mortgages and the Assignments shall prevail. In addition, the special provisions of Exhibit J shall apply to any Standby Letters of Credit and any extensions or reversals thereof.

Facility D. Facility D may only be used to procure the issue of a Letter of Credit in favour of a Transactional Bank to secure Financial Indebtedness made available by way of transactional or working capital facilities to US Group Members.

Facility D. No amounts prepaid in respect of Facility D may be reborrowed. Any amount prepaid in respect of the Facility D Outstandings shall reduce each outstanding Facility D Repayment Instalment pro rata. Any cancellation or prepayment in relation to Facility D shall be applied pro rata between the Facility D1 Commitments, the Facility D2 Commitments and the Facility D3 Commitments or (as the case may be) Facility D1 Outstandings, Facility D2 Outstandings and Facility D3 Outstandings according to their respective Sterling Amounts.

Facility D. The proceeds of Advances made by the Lenders, through their respective United States branches, under Facility D shall be used by LP to assist with the financing of acquisitions and capital expenditures by the Borrowers and their Subsidiaries. For greater certainty, the proceeds of the Advances under Facility D shall be, and have been, used by the LP primarily to subscribe for and/or refinance a wholly-owned equity interest in ULC which in turn will use the proceeds of such equity injection to subscribe for and/or refinance a wholly-owned equity interest in LLC which in turn will use the proceeds from such equity injection to make or refinance a secured loan to the Borrowers for the purpose of financing future acquisitions and capital expenditures.

Facility D. 2.2.1 Following a written request from the Company at any time after 31 December 2007, the Lenders (acting in their sole discretion) may make available to the Borrowers a multicurrency term loan facility in an aggregate amount of up to £15,000,000 (“Facility D”). 2.2.2 If the Lenders agree to make Facility D available to the Borrowers, the provisions of this Agreement shall apply to Facility D and any Facility D Loan as they apply to each other Term Facility and each other Term Loan, with such modifications as may be agreed between the Obligors’ Agent, Administrative Agent and the Lenders in respect of Facility D.

Facility D. No amounts prepaid in respect of Facility D may be reborrowed. Any prepayment of Facility D Commitment under clause 6 shall reduce the Facility D Commitment of each Facility D Lender pro rata.