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. 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. 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. 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. Pointer shall pay to the Lender a non utilisation fee at the rate of 0.5% per annum with respect to any unutilized and uncancelled amount of the Commitment under Facility D. the amount of such fee shall be paid in USD (without double counting similar fee detailed in the Standard Form Documents reacted to Facility D). Such fee shall be payable in the beginning of each month.
Facility D. 1.1. On the date hereof, a new facility shall be extended to Pointer, in an amount of up to US $ 10,000,000 (“Facility D”).
1.2. Facility D shall be extended in a new account opened by Pointer with the Lender prior to the date hereof, account no. 549988, held with branch 600 of the Lender (the “New Account”).
1.3. As conditions precedent to the execution of the Amendment and to the extension of Facility D hereunder, Pointer shall:
1.3.1. Deliver to the Lender the following documents, duly executed:
1.3.1.1. All Standard Form Documents required by it in connection with the opening of the New Account, the extension and utilization of Facility D;
1.3.1.2. A first ranking fixed pledge and assignment by way of a pledge by Pxxxxxx over the New Account and all of its rights relating thereunder, in form and substance satisfactory to the Lender;
1.3.1.3. An amendment to the corporate guarantee provided by Pointer Holdco pursuant to Clause 17.2(a) of the Credit Agreement attached as “appendix A” to this Amendment, including Pointer Holdco’s resolution approving such amendment, and a notice to Pointer HoldCo with respect to such amendment.
Facility D. The Borrower shall repay the Facility D Outstandings in full on the Facility D Repayment Date.
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.
Facility D in the case of a Funding Portion to be provided by way of Letter of Credit, the Funding Portion is requested under Facility D and the relevant Borrower has completed all standard forms and other standard documentation required by the US LC Facility Provider in relation to the issue of that Letter of Credit;
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.
