Issuance of Letters of Credit and Lenders' Purchase of Participations. THEREIN. ------- A. LETTERS OF CREDIT. In addition to Company requesting that Lenders make Loans pursuant to subsection 2.1A, Company may request, in accordance with the provisions of this subsection 3.1, from time to time during the period from the Closing Date to but excluding the Commitment Termination Date, that Issuing Lender issue Letters of Credit for the account of Company for the purposes specified in the definitions of Commercial Letters of Credit and Standby Letters of Credit provided that one or more Standby Letters of Credit in form -------- satisfactory to the Issuing Lender may be issued on the Closing Date as one or more Standby Letters of Credit supporting the Existing Letters of Credit. Subject to the terms and conditions of this Agreement and in reliance upon the representations and warranties of Company herein set forth, the Issuing Lender may, but (except as provided in subsection 3.1B(ii)) shall not be obligated to, issue such Letters of Credit in accordance with the provisions of this subsection 3.1; provided -------- that Company shall not request that any Lender issue (and the Issuing Lender shall not issue): (i) any Letter of Credit if, after giving effect to such issuance, the Total Utilization of Commitments would exceed the Commitments then in effect; (ii) any Letter of Credit if, after giving effect to such issuance, the Letter of Credit Usage would exceed $20,000,000; (iii) any Letter of Credit denominated in a currency other than Dollars; provided that Letters of Credit may be issued in currencies other -------- than Dollars that are freely convertible into Dollars and otherwise acceptable t o the Issuing Bank, provided, further that the aggregate -------- ------- outstanding amount of all such Letters of Credit denominated in a currency other than Dollars shall not exceed at any time the equivalent, at the Exchange Rate, of $2,000,000; (iv) any Standby Letter of Credit having an expiration date later than the earlier of (a) the Commitment Termination Date and (b) the date which is two years from the date of issuance of such Standby Letter of Credit; provided that the immediately preceding clause (b) shall not prevent any Issuing Lender from agreeing that a Standby Letter of Credit will automatically be extended for one or more successive periods not to exceed one year each unless such Issuing Lender elects not to extend for any such additional period; and provided, further that such Issuing Lender shall, -------- ------- (unless Requisite Lenders otherwise agree), elect not to extend such Standby Letter of Credit if it has knowledge that an Event of Default has occurred and is continuing (and has not been waived in accordance with subsection 10.6) at the time such Issuing Lender must elect whether or not to allow such extension; and (v) any Commercial Letter of Credit having an expiration date (a) later than the earlier of (x) the date which is 30 days prior to the Commitment Termination Date and (y) the date which is 180 days from the date of issuance of such Commercial Letter of Credit or (b) that is otherwise unacceptable to the applicable Issuing Lender in its reasonable discretion. Each Letter of Credit shall be subject to, and performance by Issuing Lender, Issuing Lender's correspondents and the beneficiary under such Letter of Credit shall be governed by, the Uniform Customs and Practice for Documentary Credits, 1993 Revision, ICC Publication No. 500, or such subsequent revision thereof, adopted by 45 the International Chamber of Commerce, as is in effect on the date the letter of Credit is issued.
Appears in 2 contracts
Samples: Credit Agreement (Varco International Inc), Credit Agreement (Varco International Inc)
Issuance of Letters of Credit and Lenders' Purchase of Participations. THEREINTherein. -------
A. LETTERS OF CREDITLetters of Credit. In addition to Company requesting that Lenders make Revolving Loans pursuant to subsection 2.1A2.1A(ii), Company may request, in accordance with the provisions of this subsection 3.1, from time to time during the period from the Closing Date to but excluding the 30th day prior to the Revolving Loan Commitment Termination Date, that Issuing Lender one or more Revolving Lenders issue Letters of Credit payable on a sight basis for the account of Company or a Subsidiary Guarantor for the purposes specified in the definitions of Commercial Letters of Credit and Standby Letters of Credit provided that one or more Standby Letters of Credit in form -------- satisfactory to the Issuing Lender may be issued on the Closing Date as one or more Standby Letters of Credit supporting the Existing Letters of Credit. Subject to the terms and conditions of this Agreement and in reliance upon the representations and warranties of Company herein set forth, the Issuing Lender any one or more Lenders may, but (except as provided in subsection 3.1B(ii)) shall not be obligated to, issue such Letters of Credit in accordance with the provisions of this subsection 3.1; provided -------- that Company shall not request that any Revolving Lender issue (and the Issuing no -------- Revolving Lender shall not issue):
(i) any Letter of Credit if, after giving effect to such issuance, the Total Utilization of Revolving Loan Commitments would exceed the Revolving Loan Commitments then in effect;
(ii) any Letter of Credit if, after giving effect to such issuance, the Letter of Credit Usage would exceed $20,000,00015,000,000;
(iii) any Letter of Credit denominated for the account of Company or a Subsidiary Guarantor if, after giving effect to such issuance, the Total Utilization of Revolving Loan Commitments would exceed the Revolving Borrowing Base then in a currency other than Dollars; provided that Letters of Credit may be issued in currencies other -------- than Dollars that are freely convertible into Dollars and otherwise acceptable t o the Issuing Bank, provided, further that the aggregate -------- ------- outstanding amount of all such Letters of Credit denominated in a currency other than Dollars shall not exceed at any time the equivalent, at the Exchange Rate, of $2,000,000effect;
(iv) any Standby Letter of Credit having an expiration date later than the earlier of (a) five Business Days prior to the Revolving Loan Commitment Termination Date and (b) the date which is two years one year from the date of issuance of such Standby Letter of Credit; provided that the immediately preceding clause (b) shall -------- not prevent any Issuing Lender from agreeing that a Standby Letter of Credit will automatically be extended for one or more successive periods not to exceed one year each unless such Issuing Lender elects not to extend for any such additional period; and provided, further that such Issuing Lender shall, shall -------- ------- (unless Requisite Lenders otherwise agree), elect not to extend such Standby Letter of Credit if it has knowledge that an Event of Default has occurred and is continuing (and has not been waived in accordance with subsection 10.6) at the time such Issuing Lender must elect whether or not to allow such extension; andor
(v) any Commercial Letter of Credit having an expiration date (a) later than the earlier of (x1) the date which is 30 days prior to the Revolving Loan Commitment Termination Date and (y2) the date which is 180 days from the date of issuance of such Commercial Letter of Credit or (b) that is otherwise unacceptable to the applicable Issuing Lender in its reasonable discretion. Each Letter of Credit shall be subject to, and performance by Issuing Lender, Issuing Lender's correspondents and the beneficiary under such Letter of Credit shall be governed by, the Uniform Customs and Practice for Documentary Credits, 1993 Revision, ICC Publication No. 500, or such subsequent revision thereof, adopted by 45 the International Chamber of Commerce, as is in effect on the date the letter of Credit is issued.
Appears in 1 contract
Issuance of Letters of Credit and Lenders' Purchase of Participations. THEREINTherein. -------
A. LETTERS OF CREDITLetters of Credit. Company acknowledges and confirms that Schedule 3.1 annexed hereto sets forth each letter of credit issued under the Existing Credit Agreement and outstanding as of the Effective Date (collectively, the "Existing Letters of Credit"). Company hereby represents, warrants, agrees, covenants and (a) reaffirms that it is not aware of any defense, set off, claim or counterclaim against any Agent or Lender in regard to its Obligations in respect of such Existing Letters of Credit and (b) reaffirms its obligation to reimburse the applicable Issuing Lenders for honored drawings under such Existing Letters of Credit in accordance with the terms and conditions of this Agreement and the other Loan Documents applicable to Letters of Credit issued hereunder. Based on the foregoing, Company and each Lender agrees that (1) each Existing Letter of Credit which is a Standby Letter of Credit shall, as of the Effective Date, be deemed for all purposes of this Agreement to be a Standby Letter of Credit issued hereunder, and (2) each Existing Letter of Credit which is a Commercial Letter of Credit shall, as of the Effective Date, be deemed for all purposes of this Agreement to be a Commercial Letter of Credit issued hereunder. In addition to Company requesting that Lenders make Revolving Loans pursuant to subsection 2.1A2.1A(iii) and that Swing Line Lender make Swing Line Loans pursuant to subsection 2.1A(iv), Company may request, in accordance with the provisions of this subsection 3.1, from time to time during the period from the Closing Effective Date to but excluding the Revolving Loan Commitment Termination Date, that Issuing Lender one or more Lenders issue Letters of Credit for the account of Company for the purposes specified in the definitions of Commercial Letters of Credit and Standby Letters of Credit Credit; provided that one or more Standby all such Commercial Letters of Credit in form -------- satisfactory to the Issuing Lender may be issued on the Closing Date as one or more Standby Letters of Credit supporting the Existing Letters of Creditshall provide for sight drawings. Subject to the terms and conditions of this Agreement and in reliance upon the representations and warranties of Company herein set forth, the Issuing Lender any one or more Lenders may, but (except as provided in subsection 3.1B(ii)) shall not be obligated to, issue such Letters of Credit in accordance with the provisions of this subsection 3.1; provided -------- that Company shall not request that any Lender issue (and the Issuing no Lender shall not issue):
(i) any Letter of Credit if, after giving effect to such issuance, the Total Utilization of Revolving Loan Commitments would exceed the Revolving Loan Commitments then in effect;
(ii) any Letter of Credit if, after giving effect to such issuance, the Letter of Credit Usage would exceed $20,000,00010,000,000;
(iii) any Letter of Credit denominated in a currency other than Dollars; provided that Letters of Credit may be issued in currencies other -------- than Dollars that are freely convertible into Dollars and otherwise acceptable t o the Issuing Bank, provided, further that the aggregate -------- ------- outstanding amount of all such Letters of Credit denominated in a currency other than Dollars shall not exceed at any time the equivalent, at the Exchange Rate, of $2,000,000;
(iv) any Standby Letter of Credit having an expiration date later than the earlier of (a) five Business Days prior to the Revolving Loan Commitment Termination Date and (b) the date which is two years one year from the date of issuance of such Standby Letter of Credit; provided that the immediately preceding clause (b) shall not prevent any Issuing Lender from agreeing that a Standby Letter of Credit will automatically be extended for one or more successive periods not to exceed one year each unless such Issuing Lender elects not to extend for any such additional period; and provided, further that such Issuing Lender shall, -------- ------- (unless Requisite Lenders otherwise agree), shall elect not to extend such Standby Letter of Credit if it has knowledge that an Event of Default has occurred and is continuing (and has not been waived in accordance with subsection 10.6) at the time such Issuing Lender must elect whether or not to allow such extension; andprovided, however, that notwithstanding clause (a) but restrictions of this subsection, Company may request the issuance (on a date prior to five Business Days prior to the Revolving Loan Commitment Termination Date) of a Standby Letter of Credit having an expiration date later than five Business Days prior to the Revolving Loan Commitment Termination Date if Company, at the time of such request, makes arrangements in form and substance satisfactory to the Issuing Lender thereof to cash collateralize such Letter of Credit provided that Issuing Lender shall be under no obligation to issue such a Letter of Credit if it shall reasonably determine that such cash collateralization arrangements could reasonably be expected to be less favorable to Issuing Lender than the reimbursement arrangements hereunder with respect to other Letters of Credit;
(viv) any Commercial Letter of Credit having an expiration date (a) later than the earlier of (xX) the date which is 30 days prior to the Revolving Loan Commitment Termination Date and (yY) the date which is 180 days from the date of issuance (on a date prior to 30 days prior to the Revolving Loan Commitment Termination Date) of such Commercial Letter of Credit or (b) that is otherwise unacceptable to the applicable Issuing Lender in its reasonable discretion. Each ; provided, that, notwithstanding clause (X) but subject to the other restrictions of this subsection, Company may request the issuance (on a date prior to 30 days prior to the Revolving Loan Commitment Termination Date) of a Commercial Letter of Credit shall be subject tohaving an expiration date later than the time set forth in clause (X) if Company, at the time of such request, makes arrangements in form and performance by substance satisfactory to the Issuing Lender, Issuing Lender's correspondents and the beneficiary under Lender thereof to cash collateralize such Letter of Credit Credit; provided further that, Issuing Lender shall be governed byunder no obligation to issue such a Letter of Credit if it shall reasonably determine that such cash collateralization arrangements could reasonably be expected to be less favorable to Issuing Lender than the reimbursement arrangements hereunder with respect to other Letters of Credit; or
(v) any Letter of Credit if, after giving effect to the issuance thereof, the Uniform Customs and Practice for Documentary Credits, 1993 Revision, ICC Publication No. 500, or such subsequent revision thereof, adopted by 45 Total Utilization of Commitments exceeds the International Chamber of Commerce, as is Adjusted Borrowing Base Amount then in effect on the date the letter of Credit is issuedeffect.
Appears in 1 contract
Samples: Credit Agreement (Anthony Crane Rental Holdings Lp)
Issuance of Letters of Credit and Lenders' Purchase of Participations. THEREINTherein. -------
A. LETTERS OF CREDITLetters of Credit. In addition to Company requesting that Lenders make Revolving Loans pursuant to subsection 2.1A2.1A(v) and that the Swing Line Lender make Swing Line Loans pursuant to subsection 2.1A(vi), Company may request, in accordance with the provisions of this subsection 3.1, from time to time during the period from the Closing Date to but excluding the date which is five (5) Business Days before the Revolving Loan Commitment Termination Date, that the Issuing Lender Bank issue Letters of Credit for the account of Company ChipPAC or any of its Subsidiaries to the extent and for the purposes specified in the definitions of Commercial Letters of Credit and Standby Letters of Credit provided that one or more Standby Letters of Credit in form -------- satisfactory to the Issuing Lender may be issued on the Closing Date as one or more Standby Letters of Credit supporting the Existing Letters of Credit. Subject to and upon the terms and conditions of this Agreement and in reliance upon the representations and warranties of Company Loan Parties herein set forth, the Issuing Lender may, but (except as provided in subsection 3.1B(ii)) shall not be obligated to, Bank agrees to issue such Letters of Credit in accordance with the provisions of this subsection 3.1; provided -------- that Company shall not request that any Lender the Issuing -------- Bank issue (and the Issuing Lender Bank shall not issue):
(i) any Letter of Credit if, after giving effect to such issuance, the Total Utilization of Revolving Loan Commitments would exceed the Revolving Loan Commitments then in effect;
(ii) any Letter of Credit if, after giving effect to such issuance, the Letter of Credit Usage would exceed $20,000,000the Letter of Credit Subfacility Commitment;
(iii) any Letter of Credit denominated in a currency other than Dollars; provided that Letters of Credit may be issued in currencies other -------- than Dollars that are freely convertible into Dollars and otherwise acceptable t o the Issuing Bank, provided, further that the aggregate -------- ------- outstanding amount of all such Letters of Credit denominated in a currency other than Dollars shall not exceed at any time the equivalent, at the Exchange Rate, of $2,000,000;
(iv) any Standby Letter of Credit having an expiration date later than the earlier of (a) five (5) Business Days prior to the Revolving Loan Commitment Termination Date and (b) the date which is two years one year from the date of issuance of such Standby Letter of Credit; provided that the -------- immediately preceding clause (b) shall not prevent any the Issuing Lender Bank from agreeing that a Standby Letter of Credit will automatically be extended for one or more successive periods absent a Default or Event of Default, subject to the immediately preceding clause (a), not to exceed one year each unless such the Issuing Lender Bank elects not to extend for any such additional period; and provided, further that such Issuing Lender shallfurther, -------- ------- (that, unless the Requisite Lenders otherwise agree)-------- ------- consent, elect the Issuing Bank shall give notice that it will not to extend such Standby Letter of Credit if it has knowledge that an a Default or Event of Default has occurred and is continuing (and has not been waived in accordance with subsection 10.6) at on the time last day on which such Issuing Lender must elect whether or Bank may give notice to the beneficiary that it will not to allow extend such extensionStandby Letter of Credit; andor
(viv) any Commercial Letter of Credit (a) having an expiration date (a) later than the earlier of (x) the date which is 30 thirty (30) days prior to the Revolving Loan Commitment Termination Date and (y) the date which is 180 one hundred eighty (180) days from the date of issuance of such Commercial Letter of Credit or (b) that is otherwise unacceptable to the applicable Issuing Lender Bank in its reasonable discretion. Each Letter of Credit shall be subject to, and performance by Issuing Lender, Issuing Lender's correspondents and the beneficiary under such Letter of Credit shall be governed by, the Uniform Customs and Practice for Documentary Credits, 1993 Revision, ICC Publication No. 500, or such subsequent revision thereof, adopted by 45 the International Chamber of Commerce, as is in effect on the date the letter of Credit is issued.
Appears in 1 contract
Samples: Credit Agreement (Chippac Inc)
Issuance of Letters of Credit and Lenders' Purchase of Participations. THEREIN. -------
A. LETTERS OF CREDIT. In addition to Company requesting that Lenders make Revolving Loans pursuant to subsection 2.1A2.1A(ii) and that Swing Line Lender make Swing Line Loans pursuant to subsection 2.1A(iii), Company may request, in accordance with the provisions of this subsection 3.1, from time to time during the period from the Closing Date to but excluding the Revolving Loan Commitment Termination Date, that Issuing Lender one or more Lenders issue Letters of Credit for the account of Company for the purposes specified in the definitions of Commercial Letters of Credit and Standby Letters of Credit Credit; provided that one or more Standby all such Commercial Letters -------- of Credit in form -------- satisfactory to the Issuing Lender may be issued on the Closing Date as one or more Standby Letters of Credit supporting the Existing Letters of Creditshall provide for sight drawings. Subject to the terms and conditions of this Agreement and in reliance upon the representations and warranties of Company herein set forth, the Issuing Lender any one or more Lenders may, but (except as provided in subsection 3.1B(ii)) shall not be obligated to, issue such Letters of Credit in accordance with the provisions of this subsection 3.1; provided -------- that Company -------- shall not request that any Lender issue (and the Issuing no Lender shall not issue):
(i) any Letter of Credit if, after giving effect to such issuance, the Total Utilization of Revolving Loan Commitments would exceed the Revolving Loan Commitments then in effect;
(ii) any Letter of Credit if, after giving effect to such issuance, the Letter of Credit Usage would exceed $20,000,00025,000,000;
(iii) any Letter of Credit denominated in a currency other than Dollars; provided that Letters of Credit may be issued in currencies other -------- than Dollars that are freely convertible into Dollars and otherwise acceptable t o the Issuing Bank, provided, further that the aggregate -------- ------- outstanding amount of all such Letters of Credit denominated in a currency other than Dollars shall not exceed at any time the equivalent, at the Exchange Rate, of $2,000,000;
(iv) any Standby Letter of Credit having an expiration date later than the earlier of (a) five Business Days prior to the Revolving Loan Commitment Termination Date and (b) the date which is two years one year from the date of issuance of such Standby Letter of Credit; provided that the -------- immediately preceding clause (b) shall not prevent any Issuing Lender from agreeing that a Standby Letter of Credit will automatically be extended for one or more successive periods not to exceed one year each unless such Issuing Lender elects not to extend for any such additional period; and provided, further that such Issuing Lender shall, -------- ------- (unless Requisite Lenders otherwise agree), shall elect not to extend such -------- ------- Standby Letter of Credit if it has knowledge that an Event of Default has occurred and is continuing (and has not been waived in accordance with subsection 10.6) at the time such Issuing Lender must elect whether or not to allow such extension; andprovided, however, that notwithstanding clause (a) -------- ------- but subject to the other restrictions of this subsection, Company may request the issuance (on a date prior to five Business Days prior to the Revolving Loan Commitment Termination Date) of a Standby Letter of Credit having an expiration date later than five Business Days prior to the Revolving Loan Commitment Termination Date if Company, at the time of such request, makes arrangements in form and substance satisfactory to the Issuing Lender thereof to cash collateralize such Letter of Credit, provided that Issuing Lender shall be under no obligation to issue such a -------- Letter of Credit if it shall reasonably determine that such cash collateralization arrangements could reasonably be expected to be less favorable to Issuing Lender than the reimbursement arrangements hereunder with respect to other Letters of Credit;
(viv) any Commercial Letter of Credit having an expiration date (a) later than the earlier of (xX) the date which is 30 days prior to the Revolving Loan Commitment Termination Date and (yY) the date which is 180 days from the date of issuance (on a date prior to 30 days prior to the Revolving Loan Commitment Termination Date) of such Commercial Letter of Credit or (b) that is otherwise unacceptable to the applicable Issuing Lender in its reasonable discretion. Each ; provided, however, that -------- ------- notwithstanding clause (X) but subject to the other restrictions of this subsection, Company may request the issuance (on a date prior to 30 days prior to the Revolving Loan Commitment Termination Date) of a Commercial Letter of Credit shall be subject tohaving an expiration date later than the time set forth in clause (X) if Company, at the time of such request, makes arrangements in form and performance by substance satisfactory to the Issuing Lender, Issuing Lender's correspondents and the beneficiary under Lender thereof to cash collateralize such Letter of Credit Credit, provided that Issuing Lender shall be governed byunder no -------- obligation to issue such a Letter of Credit if it shall reasonably determine that such cash collateralization arrangements could reasonably be expected to be less favorable to Issuing Lender than the reimbursement arrangements hereunder with respect to other Letters of Credit; or
(v) any Letter of Credit if, after giving effect to the issuance thereof, the Uniform Customs and Practice for Documentary Credits, 1993 Revision, ICC Publication No. 500, or such subsequent revision thereof, adopted by 45 Total Utilization of Revolving Loan Commitments exceeds the International Chamber lesser of Commerce, as is (y) the Revolving Loan Commitments then in effect on and (z) the date the letter of Credit is issuedAdjusted Borrowing Base Amount then in effect.
Appears in 1 contract
Samples: Credit Agreement (Anthony Crane Holdings Capital Corp)
Issuance of Letters of Credit and Lenders' Purchase of Participations. THEREINTherein. -------
A. LETTERS OF CREDITLetters of Credit. In addition to Company requesting that Lenders make Revolving Loans pursuant to subsection 2.1A2.1A(ii) and that Swing Line Lender make Swing Line Loans pursuant to subsection 2.1A(iii), Company may request, in accordance with the provisions of this subsection 3.1, from time to time during the period from the Closing Date to but excluding the Revolving Loan Commitment Termination Date, that Issuing Lender one or more Lenders issue Letters of Credit for the account of Company for the purposes specified in the definitions of Commercial Letters of Credit and Standby Letters of Credit Credit; provided that one or more Standby all such -------- Commercial Letters of Credit in form -------- satisfactory to the Issuing Lender may be issued on the Closing Date as one or more Standby Letters of Credit supporting the Existing Letters of Creditshall provide for sight drawings. Subject to the terms and conditions of this Agreement and in reliance upon the representations and warranties of Company herein set forth, the Issuing Lender any one or more Lenders may, but (except as provided in subsection 3.1B(ii)) shall not be obligated to, issue such Letters of Credit in accordance with the provisions of this subsection 3.1; provided -------- that Company shall not request that -------- any Lender issue (and the Issuing no Lender shall not issue):
(i) any Letter of Credit if, after giving effect to such issuance, the Total Utilization of Revolving Loan Commitments would exceed the Revolving Loan Commitments then in effect;
(ii) any Letter of Credit if, after giving effect to such issuance, the Letter of Credit Usage would exceed $20,000,000;
(iii) any Letter of Credit denominated in a currency other than Dollars; provided that Letters of Credit may be issued in currencies other -------- than Dollars that are freely convertible into Dollars and otherwise acceptable t o the Issuing Bank, provided, further that the aggregate -------- ------- outstanding amount of all such Letters of Credit denominated in a currency other than Dollars shall not exceed at any time the equivalent, at the Exchange Rate, of $2,000,000;
(iv) any Standby Letter of Credit having an expiration date later than the earlier of (a) five Business Days prior to the Revolving Loan Commitment Termination Date and (b) the date which is two years one year from the date of issuance of such Standby Letter of Credit; provided that the -------- immediately preceding clause (b) shall not prevent any Issuing Lender from agreeing that a Standby Letter of Credit will automatically be extended for one or more successive periods not to exceed one year each unless such Issuing Lender elects not to extend for any such additional period; and provided, further that such Issuing Lender shall, -------- ------- (unless Requisite Lenders otherwise agree), shall elect not to extend such -------- ------- Standby Letter of Credit if it has knowledge that an Event of Default has occurred and is continuing (and has not been waived in accordance with subsection 10.6) at the time such Issuing Lender must elect whether or not to allow such extension; andprovided, however, that notwithstanding clause (a) -------- ------- but subject to the other restrictions of this subsection, Company may request the issuance (on a date prior to five Business Days prior to the Revolving Loan Commitment Termination Date) of a Standby Letter of Credit having an expiration date later than five Business Days prior to the Revolving Loan Commitment Termination Date if Company, at the time of such request, makes arrangements in form and substance satisfactory to the Issuing Lender thereof to cash collateralize such Letter of Credit, provided that Issuing Lender shall be under no obligation to issue such a -------- Letter of Credit if it shall reasonably determine that such cash collateralization arrangements could reasonably be expected to be less favorable to Issuing Lender than the reimbursement arrangements hereunder with respect to other Letters of Credit; or
(viv) any Commercial Letter of Credit having an expiration date (a) later than the earlier of (xX) the date which is 30 days prior to the Revolving Loan Commitment Termination Date and (yY) the date which is 180 days from the date of issuance (on a date prior to 30 days prior to the Revolving Loan Commitment Termination Date) of such Commercial Letter of Credit or (b) that is otherwise unacceptable to the applicable Issuing Lender in its reasonable discretion. Each ; provided, however, that -------- ------- notwithstanding clause (X) but subject to the other restrictions of this subsection, Company may request the issuance (on a date prior to 30 days prior to the Revolving Loan Commitment Termination Date) of a Commercial Letter of Credit shall be subject tohaving an expiration date later than the time set forth in clause (X) if Company, at the time of such request, makes arrangements in form and performance by substance satisfactory to the Issuing Lender, Issuing Lender's correspondents and the beneficiary under Lender thereof to cash collateralize such Letter of Credit Credit, provided that Issuing Lender shall be governed by, the Uniform Customs and Practice for Documentary Credits, 1993 Revision, ICC Publication No. 500, or -------- under no obligation to issue such subsequent revision thereof, adopted by 45 the International Chamber of Commerce, as is in effect on the date the letter a Letter of Credit is issuedif it shall reasonably determine that such cash collateralization arrangements could reasonably be expected to be less favorable to Issuing Lender than the reimbursement arrangements hereunder with respect to other Letters of Credit.
Appears in 1 contract
Samples: Credit Agreement (Sealy Corp)
Issuance of Letters of Credit and Lenders' Purchase of Participations. THEREIN. -------
A. LETTERS OF CREDIT. In addition to Company requesting that Lenders make Revolving Loans pursuant to subsection 2.1A2.1A(ii) and that Swing Line Lender make Swing Line Loans pursuant to subsection 2.1A(iii), Company may request, in accordance with the provisions of this subsection 3.1, from time to time during the period from the Closing Date to but excluding the Revolving Loan Commitment Termination Date, that Issuing Lender one or more Lenders issue Letters of Credit for the account of Company for the purposes specified in the definitions of Commercial Letters of Credit and Standby Letters of Credit Credit; provided that one or more Standby all such -------- Commercial Letters of Credit in form -------- satisfactory to the Issuing Lender may be issued on the Closing Date as one or more Standby Letters of Credit supporting the Existing Letters of Creditshall provide for sight drawings. Subject to the terms and conditions of this Agreement and in reliance upon the representations and warranties of Company herein set forth, the Issuing Lender any one or more Lenders may, but (except as provided in subsection 3.1B(ii)) shall not be obligated to, issue such Letters of Credit in accordance with the provisions of this subsection 3.1; provided -------- that Company shall not request that any Lender issue (and the Issuing no Lender -------- shall not issue):
(i) any Letter of Credit if, after giving effect to such issuance, the Total Utilization of Revolving Loan Commitments would exceed the Revolving Loan Commitments then in effect;
(ii) any Letter of Credit if, after giving effect to such issuance, the Letter of Credit Usage would exceed $20,000,00025,000,000;
(iii) any Letter of Credit denominated in a currency other than Dollars; provided that Letters of Credit may be issued in currencies other -------- than Dollars that are freely convertible into Dollars and otherwise acceptable t o the Issuing Bank, provided, further that the aggregate -------- ------- outstanding amount of all such Letters of Credit denominated in a currency other than Dollars shall not exceed at any time the equivalent, at the Exchange Rate, of $2,000,000;
(iv) any Standby Letter of Credit having an expiration date later than the earlier of (a) five Business Days prior to the Revolving Loan Commitment Termination Date and (b) the date which is two years one year from the date of issuance of such Standby Letter of Credit; provided that the -------- immediately preceding clause (b) shall not prevent any Issuing Lender from agreeing that a Standby Letter of Credit will automatically be extended for one or more successive periods not to exceed one year each unless such Issuing Lender elects not to extend for any such additional period; and provided, further that such Issuing Lender shall, -------- ------- (unless Requisite Lenders otherwise agree), shall elect not to extend such -------- ------- Standby Letter of Credit if it has knowledge that an Event of Default has occurred and is continuing (and has not been waived in accordance with subsection 10.6) at the time such Issuing Lender must elect whether or not to allow such extension; andprovided, however, that notwithstanding clause (a) -------- ------- but subject to the other restrictions of this subsection, Company may request the issuance (on a date prior to five Business Days prior to the Revolving Loan Commitment Termination Date) of a Standby Letter of Credit having an expiration date later than five Business Days prior to the Revolving Loan Commitment Termination Date if Company, at the time of such request, makes arrangements in form and substance satisfactory to the Issuing Lender thereof to cash collateralize such Letter of Credit provided -------- that Issuing Lender shall be under no obligation to issue such a Letter of Credit if it shall reasonably determine that such cash collateralization arrangements could reasonably be expected to be less favorable to Issuing Lender than the reimbursement arrangements hereunder with respect to other Letters of Credit;
(viv) any Commercial Letter of Credit having an expiration date (a) later than the earlier of (xX) the date which is 30 days prior to the Revolving Loan Commitment Termination Date and (yY) the date which is 180 days from the date of issuance (on a date prior to 30 days prior to the Revolving Loan Commitment Termination Date) of such Commercial Letter of Credit or (b) that is otherwise unacceptable to the applicable Issuing Lender in its reasonable discretion. Each ; provided, that, notwithstanding clause -------- (X) but subject to the other restrictions of this subsection, Company may request the issuance (on a date prior to 30 days prior to the Revolving Loan Commitment Termination Date) of a Commercial Letter of Credit shall be subject tohaving an expiration date later than the time set forth in clause (X) if Company, at the time of such request, makes arrangements in form and performance by substance satisfactory to the Issuing Lender, Issuing Lender's correspondents and the beneficiary under Lender thereof to cash collateralize such Letter of Credit Credit; provided further that, Issuing Lender shall be governed byunder no -------- ------- obligation to issue such a Letter of Credit if it shall reasonably determine that such cash collateralization arrangements could reasonably be expected to be less favorable to Issuing Lender than the reimbursement arrangements hereunder with respect to other Letters of Credit; or
(v) any Letter of Credit if, after giving effect to the issuance thereof, the Uniform Customs and Practice for Documentary Credits, 1993 Revision, ICC Publication No. 500, or such subsequent revision thereof, adopted by 45 Total Utilization of Revolving Loan Commitments exceeds the International Chamber lesser of Commerce, as is (y) the Revolving Loan Commitments then in effect on and (z) the date the letter of Credit is issuedAdjusted Borrowing Base Amount then in effect.
Appears in 1 contract
Samples: Revolving Credit Agreement (Anthony Crane Holdings Capital Corp)
Issuance of Letters of Credit and Lenders' Purchase of Participations. THEREINTherein. -------
A. LETTERS OF CREDITLetters of Credit. Company acknowledges and confirms that Schedule 3.1 annexed hereto sets forth each letter of credit issued under the ------------ Existing Credit Agreement and outstanding as of the Effective Date (collectively, the "Existing Letters of Credit"). Company hereby represents, warrants, agrees, covenants and (a) reaffirms that it is not aware of any defense, set off, claim or counterclaim against any Agent or Lender in regard to its Obligations in respect of such Existing Letters of Credit and (b) reaffirms its obligation to reimburse the applicable Issuing Lenders for honored drawings under such Existing Letters of Credit in accordance with the terms and conditions of this Agreement and the other Loan Documents applicable to Letters of Credit issued hereunder. Based on the foregoing, Company and each Lender agrees that (1) each Existing Letter of Credit which is a Standby Letter of Credit shall, as of the Effective Date, be deemed for all purposes of this Agreement to be a Standby Letter of Credit issued hereunder, and (2) each Existing Letter of Credit which is a Commercial Letter of Credit shall, as of the Effective Date, be deemed for all purposes of this Agreement to be a Commercial Letter of Credit issued hereunder. In addition to Company requesting that Lenders make Revolving Loans pursuant to subsection 2.1A2.1A(ii) and that Swing Line Lender make Swing Line Loans pursuant to subsection 2.1A(iii), Company may request, in accordance with the provisions of this subsection 3.1, from time to time during the period from the Closing Effective Date to but excluding the Revolving Loan Commitment Termination Date, that Issuing Lender one or more Lenders issue Letters of Credit for the account of Company for the purposes specified in the definitions of Commercial Letters of Credit and Standby Letters of Credit provided that one or more Standby Letters of Credit in form -------- satisfactory to the Issuing Lender may be issued on the Closing Date as one or more Standby Letters of Credit supporting the Existing Letters of Credit. Subject to the terms and conditions of this Agreement and in reliance upon the representations and warranties of Company herein set forth, the Issuing Lender any one or more Lenders may, but (except as provided in subsection 3.1B(ii)) shall not be obligated to, issue such Letters of Credit in accordance with the provisions of this subsection 3.1; provided -------- that Company shall not request that any Lender -------- issue (and the Issuing no Lender shall not issue):
(i) any Letter of Credit if, after giving effect to such issuance, the Total Utilization of Revolving Loan Commitments would exceed the Revolving Loan Commitments then in effect;
(ii) any Letter of Credit if, after giving effect to such issuance, the Letter of Credit Usage would exceed $20,000,0007,500,000;
(iii) any Letter of Credit denominated in a currency other than Dollars; provided that Letters of Credit may be issued in currencies other -------- than Dollars that are freely convertible into Dollars and otherwise acceptable t o the Issuing Bank, provided, further that the aggregate -------- ------- outstanding amount of all such Letters of Credit denominated in a currency other than Dollars shall not exceed at any time the equivalent, at the Exchange Rate, of $2,000,000;
(iv) any Standby Letter of Credit having an expiration date later than the earlier of (a) the Revolving Loan Commitment Termination Date and (b) the date which is two years one year from the date of issuance of such Standby Letter of Credit; provided that the immediately preceding clause (b) shall not prevent any Issuing Lender from agreeing that a Standby Letter of Credit will automatically be extended for one or more successive periods not to exceed one year each unless such Issuing Lender elects not to extend for any such additional period; and provided, further that such Issuing Lender shall, -------- ------- (unless Requisite Lenders otherwise agree), elect not to extend such Standby Letter of Credit if it has knowledge that an Event of Default has occurred and is continuing (and has not been waived in accordance with subsection 10.6) at the time such Issuing Lender must elect whether or not to allow such extension; and
(v) any Commercial Letter of Credit having an expiration date (a) later than the earlier of (x) the date which is 30 days prior to the Commitment Termination Date and (y) the date which is 180 days from the date of issuance of such Commercial Letter of Credit or (b) that is otherwise unacceptable to the applicable Issuing Lender in its reasonable discretion. Each Letter of Credit shall be subject to, and performance by Issuing Lender, Issuing Lender's correspondents and the beneficiary under such Letter of Credit shall be governed by, the Uniform Customs and Practice for Documentary Credits, 1993 Revision, ICC Publication No. 500, or such subsequent revision thereof, adopted by 45 the International Chamber of Commerce, as is in effect on the date the letter of Credit is issued.--------
Appears in 1 contract
Samples: Credit Agreement (Wec Co)
Issuance of Letters of Credit and Lenders' Purchase of Participations. THEREINTherein. ---------------
A. LETTERS OF CREDITLetters of Credit. Company acknowledges and confirms that Schedule 3.1 ------------ annexed hereto sets forth each letter of credit issued under the Existing Credit Agreement and outstanding as of the Effective Date (collectively, the "Existing Letters of Credit"). Company hereby represents, warrants, agrees, covenants and (a) reaffirms that it is not aware of any defense, set off, claim or counterclaim against any Agent or Lender in regard to its Obligations in respect of such Existing Letters of Credit and (b) reaffirms its obligation to reimburse the applicable Issuing Lenders for honored drawings under such Existing Letters of Credit in accordance with the terms and conditions of this Agreement and the other Loan Documents applicable to Letters of Credit issued hereunder. Based on the foregoing, Company and each Lender agrees that (1) each Existing Letter of Credit which is a Standby Letter of Credit shall, as of the Effective Date, be deemed for all purposes of this Agreement to be a Standby Letter of Credit issued hereunder, and (2) each Existing Letter of Credit which is a Commercial Letter of Credit shall, as of the Effective Date, be deemed for all purposes of this Agreement to be a Commercial Letter of Credit issued hereunder. In addition to Company requesting that Lenders make Revolving Loans pursuant to subsection 2.1A2.1A(iii) and that Swing Line Lender make Swing Line Loans pursuant to subsection 2.1A(iv), Company may request, in accordance with the provisions of this subsection 3.1, from time to time during the period from the Closing Effective Date to but excluding the Revolving Loan Commitment Termination Date, that Issuing Lender one or more Lenders issue Letters of Credit for the account of Company for the purposes specified in the definitions of Commercial Letters of Credit and Standby Letters of Credit Credit; provided that one or more Standby all such Commercial Letters of Credit in form -------- satisfactory to the Issuing Lender may be issued on the Closing Date as one or more Standby Letters of Credit supporting the Existing Letters of Creditshall provide for sight drawings. Subject to the terms and conditions of this Agreement and in reliance upon the representations and warranties of Company herein set forth, the Issuing Lender any one or more Lenders may, but (except as provided in subsection 3.1B(ii)) shall not be obligated to, issue such Letters of Credit in accordance with the provisions of this subsection 3.1; provided -------- that Company -------- shall not request that any Lender issue (and the Issuing no Lender shall not issue):
(i) any Letter of Credit if, after giving effect to such issuance, the Total Utilization of Revolving Loan Commitments would exceed the Revolving Loan Commitments then in effect;
(ii) any Letter of Credit if, after giving effect to such issuance, the Letter of Credit Usage would exceed $20,000,00040,000,000;
(iii) any Letter of Credit denominated in a currency other than Dollars; provided that Letters of Credit may be issued in currencies other -------- than Dollars that are freely convertible into Dollars and otherwise acceptable t o the Issuing Bank, provided, further that the aggregate -------- ------- outstanding amount of all such Letters of Credit denominated in a currency other than Dollars shall not exceed at any time the equivalent, at the Exchange Rate, of $2,000,000;
(iv) any Standby Letter of Credit having an expiration date later than the earlier of (a) five Business Days prior to the Revolving Loan Commitment Termination Date and (b) the date which is two years one year from the date of issuance of such Standby Letter of Credit; provided that the -------- immediately preceding clause (b) shall not prevent any Issuing Lender from agreeing that a Standby Letter of Credit will automatically be extended for one or more successive periods not to exceed one year each unless such Issuing Lender elects not to extend for any such additional period; and provided, further that such Issuing Lender shall, -------- ------- (unless Requisite Lenders otherwise agree), shall elect not to extend such ----------------- Standby Letter of Credit if it has knowledge that an Event of Default has occurred and is continuing (and has not been waived in accordance with subsection 10.6) at the time such Issuing Lender must elect whether or not to allow such extension; andprovided, however, that notwithstanding clause (a) ----------------- but subject to the other restrictions of this subsection, Company may request the issuance (on a date prior to five Business Days prior to the Revolving Loan Commitment Termination Date) of a Standby Letter of Credit having an expiration date later than five Business Days prior to the Revolving Loan Commitment Termination Date if Company, at the time of such request, makes arrangements in form and substance satisfactory to the Issuing Lender thereof to cash collateralize such Letter of Credit provided -------- that Issuing Lender shall be under no obligation to issue such a Letter of Credit if it shall reasonably determine that such cash collateralization arrangements could reasonably be expected to be less favorable to Issuing Lender than the reimbursement arrangements hereunder with respect to other Letters of Credit;
(viv) any Commercial Letter of Credit having an expiration date (a) later than the earlier of (xX) the date which is 30 days prior to the Revolving Loan Commitment Termination Date and (yY) the date which is 180 days from the date of issuance (on a date prior to 30 days prior to the Revolving Loan Commitment Termination Date) of such Commercial Letter of Credit or (b) that is otherwise unacceptable to the applicable Issuing Lender in its reasonable discretion. Each ; provided, that, notwithstanding clause (X) but subject to the other -------- restrictions of this subsection, Company may request the issuance (on a date prior to 30 days prior to the Revolving Loan Commitment Termination Date) of a Commercial Letter of Credit shall be subject tohaving an expiration date later than the time set forth in clause (X) if Company, at the time of such request, makes arrangements in form and performance by substance satisfactory to the Issuing Lender, Issuing Lender's correspondents and the beneficiary under Lender thereof to cash collateralize such Letter of Credit; provided further that, Issuing Lender shall -------- ------- be under no obligation to issue such a Letter of Credit if it shall reasonably determine that such cash collateralization arrangements could reasonably be governed byexpected to be less favorable to Issuing Lender than the reimbursement arrangements hereunder with respect to other Letters of Credit; or (v) any Letter of Credit if, after giving effect to the issuance thereof, the Uniform Customs and Practice for Documentary Credits, 1993 Revision, ICC Publication No. 500, or such subsequent revision thereof, adopted by 45 Total Utilization of Commitments exceeds the International Chamber of Commerce, as is Adjusted Borrowing Base Amount then in effect on the date the letter of Credit is issuedeffect.
Appears in 1 contract
Issuance of Letters of Credit and Lenders' Purchase of Participations. THEREINTherein. -------
A. LETTERS OF CREDITLetters of Credit. In addition to Company requesting that Lenders make Revolving Loans pursuant to subsection 2.1A2.1A(iii) and that the Swing Line Lender make Swing Line Loans pursuant to subsection 2.1A(iv), Company may request, in accordance with the provisions of this subsection 3.1, from time to time during the period from the Closing Date to but excluding the date which is five (5) Business Days before the Revolving Loan Commitment Termination Date, that the Issuing Lender Bank issue Letters of Credit for the account of Company for the purposes specified in the definitions of Commercial Letters of Credit and Standby Letters of Credit provided that one or more Standby Letters of Credit in form -------- satisfactory to the Issuing Lender may be issued on the Closing Date as one or more Standby Letters of Credit supporting the Existing Letters of Credit. Subject to and upon the terms and conditions of this Agreement and in reliance upon the representations and warranties of Company Loan Parties herein set forth, the Issuing Lender may, but (except as provided in subsection 3.1B(ii)) shall not be obligated to, Bank agrees to issue such Letters of Credit in accordance with the provisions of this subsection 3.1; provided that -------- that Company shall not request that any Lender the Issuing Bank issue (and the Issuing Lender Bank shall not issue):
(i) any Letter of Credit if, after giving effect to such issuance, the Total Utilization of Revolving Loan Commitments would exceed the Revolving Loan Commitments then in effect;
(ii) any Letter of Credit if, after giving effect to such issuance, the Letter of Credit Usage would exceed $20,000,000the Letter of Credit Subfacility Commitment;
(iii) any Letter of Credit denominated in a currency other than Dollars; provided that Letters of Credit may be issued in currencies other -------- than Dollars that are freely convertible into Dollars and otherwise acceptable t o the Issuing Bank, provided, further that the aggregate -------- ------- outstanding amount of all such Letters of Credit denominated in a currency other than Dollars shall not exceed at any time the equivalent, at the Exchange Rate, of $2,000,000;
(iv) any Standby Letter of Credit having an expiration date later than the earlier of (a) five (5) Business Days prior to the Revolving Loan Commitment Termination Date and (b) the date which is two years one year from the date of issuance of such Standby Letter of Credit; provided provided, that the -------- immediately preceding clause (b) shall not prevent any the Issuing Lender Bank from agreeing that a Standby Letter of Credit will automatically be extended for one or more successive periods absent a Default or Event of Default, subject to the immediately preceding clause (a), not to exceed one year each unless such the Issuing Lender Bank elects not to extend for any such additional period; and provided, further that such Issuing Lender shallfurther, -------- ------- (that, unless the Requisite Lenders otherwise agree)-------- ------- consent, elect the Issuing Bank shall give notice that it will not to extend such Standby Letter of Credit if it has knowledge that an a Default or Event of Default has occurred and is continuing (and has not been waived in accordance with subsection 10.6) at on the time last day on which such Issuing Lender must elect whether or Bank may give notice to the beneficiary that it will not to allow extend such extensionStandby Letter of Credit; andor
(viv) any Commercial Letter of Credit (a) having an expiration date (a) later than the earlier of (x) the date which is 30 thirty (30) days prior to the Revolving Loan Commitment Termination Date and (y) the date which is 180 one hundred eighty (180) days from the date of issuance of such Commercial Letter of Credit or (b) that is otherwise unacceptable to the applicable Issuing Lender Bank in its reasonable discretion. Each Letter of Credit shall be subject to, and performance by Issuing Lender, Issuing Lender's correspondents and the beneficiary under such Letter of Credit shall be governed by, the Uniform Customs and Practice for Documentary Credits, 1993 Revision, ICC Publication No. 500, or such subsequent revision thereof, adopted by 45 the International Chamber of Commerce, as is in effect on the date the letter of Credit is issued.
Appears in 1 contract
Samples: Credit Agreement (Microclock Inc)
Issuance of Letters of Credit and Lenders' Purchase of Participations. THEREIN. -------
A. LETTERS OF CREDIT. In addition to Company requesting that Lenders make Revolving Loans pursuant to subsection 2.1A2.1A(ii) and that Swing Line Lender make Swing Line Loans pursuant to subsection 2.1A(iii), Company may request, in accordance with the provisions of this subsection 3.1, from time to time during the period from the Closing Date to but excluding the Revolving Loan Commitment Termination Date, that Issuing Lender one or more Lenders issue Letters of Credit for the account of Company for the purposes specified in the definitions of Commercial Letters of Credit and Standby Letters of Credit provided that one or more Standby Letters of Credit in form -------- satisfactory to the Issuing Lender may be issued on the Closing Date as one or more Standby Letters of Credit supporting the Existing Letters of Credit. Subject to the terms and conditions of this Agreement and in reliance upon the representations and warranties of Company herein set forth, the Issuing Lender any one or more Lenders may, but (except as provided in subsection 3.1B(ii)) shall not be obligated to, issue such Letters of Credit in accordance with the provisions of this subsection 3.1; provided -------- that Company shall not request that any Lender issue (and the Issuing no Lender -------- shall not issue):
(i) any Letter of Credit if, after giving effect to such issuance, the Total Utilization of Revolving Loan Commitments would exceed the Revolving Loan Commitments then in effect;
(ii) any Letter of Credit if, after giving effect to such issuance, the Letter of Credit Usage would exceed $20,000,000;
(iii) any Letter of Credit denominated in a currency other than Dollars; provided that Letters of Credit may be issued in currencies other -------- than Dollars that are freely convertible into Dollars and otherwise acceptable t o the Issuing Bank, provided, further that the aggregate -------- ------- outstanding amount of all such Letters of Credit denominated in a currency other than Dollars shall not exceed at any time the equivalent, at the Exchange Rate, of $2,000,000;
(iv) any Standby Letter of Credit having an expiration date later than the earlier of (a) the Revolving Loan Commitment Termination Date and (b) the date which is two years one year from the date of issuance of such Standby Letter of Credit; provided that the immediately preceding clause (b) shall -------- not prevent any Issuing Lender from agreeing that a Standby Letter of Credit will automatically be extended for one or more successive periods not to exceed one year each unless upon the giving of 30 days' prior notice thereof to Company and the beneficiary of such Letter of Credit, such Issuing Lender elects not to extend for any such additional period; and provided, further that such Issuing Lender shall, -------- ------- (unless Requisite Lenders otherwise agree), shall elect not to extend such -------- ------- Standby Letter of Credit if it has knowledge that an Event of Default has occurred and is continuing (and has not been waived in accordance with subsection 10.6) at the time such Issuing Lender must elect whether or not to allow such extension; andor
(viv) any Commercial Letter of Credit having an expiration date (a) later than the earlier of (xX) the date which is 30 days prior to the Revolving Loan Commitment Termination Date and (yY) the date which is 180 days from the date of issuance of such Commercial Letter of Credit or (b) that is otherwise unacceptable to the applicable Issuing Lender in its reasonable discretion. Each Letter of Credit shall be subject to, and performance by Issuing Lender, Issuing Lender's correspondents and the beneficiary under such Letter of Credit shall be governed by, the Uniform Customs and Practice for Documentary Credits, 1993 Revision, ICC Publication No. 500, or such subsequent revision thereof, adopted by 45 the International Chamber of Commerce, as is in effect on the date the letter of Credit is issued.
Appears in 1 contract
Samples: Credit Agreement (Sandhills Inc)
Issuance of Letters of Credit and Lenders' Purchase of Participations. THEREINTherein. -------
A. LETTERS OF CREDITLetters of Credit. In addition to Company requesting that Lenders make Revolving Loans pursuant to subsection 2.1A2.1A(iv) and that the Swing Line Lender make Swing Line Loans pursuant to subsection 2.1A(v), Company may request, in accordance with the provisions of this subsection 3.1, from time to time during the period from the Closing Date to but excluding the date which is five (5) Business Days before the Revolving Loan Commitment Termination Date, that the Issuing Lender Bank issue Letters of Credit for the account of Company ChipPAC or any of its Subsidiaries to the extent and for the purposes specified in the definitions of Commercial Letters of Credit and Standby Letters of Credit provided that one or more Standby Letters of Credit in form -------- satisfactory to the Issuing Lender may be issued on the Closing Date as one or more Standby Letters of Credit supporting the Existing Letters of Credit. Subject to and upon the terms and conditions of this Agreement and in reliance upon the representations and warranties of Company Loan Parties herein set forth, the Issuing Lender may, but (except as provided in subsection 3.1B(ii)) shall not be obligated to, Bank agrees to issue such Letters of Credit in accordance with the provisions of this subsection 3.1; provided -------- that Company shall not request that any Lender the Issuing -------- Bank issue (and the Issuing Lender Bank shall not issue):
(i) any Letter of Credit if, after giving effect to such issuance, the Total Utilization of Revolving Loan Commitments would exceed the Revolving Loan Commitments then in effect;
(ii) any Letter of Credit if, after giving effect to such issuance, the Letter of Credit Usage would exceed $20,000,000the Letter of Credit Subfacility Commitment;
(iii) any Letter of Credit denominated in a currency other than Dollars; provided that Letters prior to the Chinese Security Effective Date, if, after giving effect to such issuance, the Total Utilization of Credit may be issued in currencies other -------- than Dollars that are freely convertible into Dollars and otherwise acceptable t o the Issuing Bank, provided, further that the aggregate -------- ------- outstanding amount of all such Letters of Credit denominated in a currency other than Dollars shall not Revolving Loan Commitments would exceed at any time the equivalent, at the Exchange Rate, of $2,000,00015,000,000;
(iv) any Standby Letter of Credit having an expiration date later than the earlier of (a) five (5) Business Days prior to the Revolving Loan Commitment Termination Date and (b) the date which is two years one year from the date of issuance of such Standby Letter of Credit; provided that the -------- immediately preceding clause (b) shall not prevent any the Issuing Lender Bank from agreeing that a Standby Letter of Credit will automatically be extended for one or more successive periods absent a Default or Event of Default, subject to the immediately preceding clause (a), not to exceed one year each unless such the Issuing Lender Bank elects not to extend for any such additional period; and provided, further that such Issuing Lender shallfurther, -------- ------- (that, unless the Requisite Lenders otherwise agree)-------- ------- consent, elect the Issuing Bank shall give notice that it will not to extend such Standby Letter of Credit if it has knowledge that an a Default or Event of Default has occurred and is continuing (and has not been waived in accordance with subsection 10.6) at on the time last day on which such Issuing Lender must elect whether or Bank may give notice to the beneficiary that it will not to allow extend such extensionStandby Letter of Credit; andor
(v) any Commercial Letter of Credit (a) having an expiration date (a) later than the earlier of (x) the date which is 30 thirty (30) days prior to the Revolving Loan Commitment Termination Date and (y) the date which is 180 one hundred eighty (180) days from the date of issuance of such Commercial Letter of Credit or (b) that is otherwise unacceptable to the applicable Issuing Lender Bank in its reasonable discretion. Each Letter of Credit shall be subject to, and performance by Issuing Lender, Issuing Lender's correspondents and the beneficiary under such Letter of Credit shall be governed by, the Uniform Customs and Practice for Documentary Credits, 1993 Revision, ICC Publication No. 500, or such subsequent revision thereof, adopted by 45 the International Chamber of Commerce, as is in effect on the date the letter of Credit is issued.
Appears in 1 contract
Samples: Credit Agreement (Chippac LTD)
