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Common use of Issuance Clause in Contracts

Issuance. Subject to the terms and conditions of the Agreement, Agent and Lenders agree to incur, from time to time prior to the Commitment Termination Date, upon the request of Borrower and for Borrower's account, Letter of Credit Obligations by causing Letters of Credit to be issued by GE Capital or a Subsidiary thereof or a bank or other legally authorized Person selected by or acceptable to Agent in its sole discretion (each, an "L/C Issuer") for Borrower's account and guaranteed by Agent; provided, that if the L/C Issuer is a Lender, then such Letters of Credit shall not be guaranteed by Agent but rather each Lender shall, subject to the terms and conditions hereinafter set forth, purchase (or be deemed to have purchased) risk participations in all such Letters of Credit issued with the written consent of Agent, as more fully described in paragraph (b)(ii) below. The aggregate amount of all such Letter of Credit Obligations shall not at any time exceed the least of (i) $5,000,000 (the "L/C Sublimit") and (ii) the Maximum Amount less the aggregate outstanding principal balance of the Revolving Credit Advances and the Swing Line Loan, and (iii) the Borrowing Base less the aggregate outstanding principal balance of the Revolving Credit Advances and the Swing Line Loan. No such Letter of Credit shall have an expiry date that is less than 5 Business Days prior to the Commitment Termination Date or more than one year following the date of issuance thereof, unless otherwise determined by the Agent, in its sole discretion, and neither Agent nor Lenders shall be under any obligation to incur Letter of Credit Obligations in respect of, or purchase risk participations in, any Letter of Credit having an expiry date that is later than the Commitment Termination Date; provided, however, that subject to the remaining terms of this Agreement, a Letter of Credit may have an expiry date that is later than 5 Business Days prior to the Commitment Termination Date (and, subject to the terms hereof, Agent and Lenders shall be obligated to incur Letter of Credit Obligations in respect thereof, or purchase risk participations therein, as applicable) so long as Borrower shall have deposited with Agent Cash Equivalents (as defined below) in an amount equal to one hundred five percent (105%) of the maximum amount then available to be drawn thereunder and in accordance with the provisions of paragraph (c) below.

Appears in 6 contracts

Samples: Credit Agreement (Universal Hospital Services Inc), Credit Agreement (Universal Hospital Services Inc), Credit Agreement (Universal Hospital Services Inc)

Issuance. Subject to the terms and conditions of the Agreement, Agent and Revolving Lenders agree to incur, from time to time prior to the Commitment Termination Date, upon the request of Borrower Representative on behalf of the applicable Borrower and for such Borrower's ’s account, Letter of Credit Obligations by causing Letters of Credit to be issued by GE Capital or a Subsidiary thereof or a bank or other legally authorized Person selected by or acceptable to Agent in its sole discretion (each, an "L/C Issuer") Issuer for Borrower's ’s account and guaranteed by Agent; provided, that if the L/C Issuer is a Revolving Lender, then such Letters of Credit shall not be guaranteed by Agent but rather each Revolving Lender shall, subject to the terms and conditions hereinafter set forth, purchase (or be deemed to have purchased) risk participations in all such Letters of Credit issued with the written consent of Agent, as more fully described in paragraph (b)(ii) below. The aggregate amount of all such Letter of Credit Obligations shall not at any time exceed the least of (i) Thirty Million Dollars ($5,000,000 30,000,000) (the "L/C Sublimit") ”), and (ii) the Maximum Amount less the aggregate outstanding principal balance of the Revolving Credit Advances and the Swing Line Loan, and (iii) the Aggregate Borrowing Base less the aggregate outstanding principal balance of the Revolving Credit Advances and the Swing Line Loan. Furthermore, the aggregate amount of any Letter of Credit Obligations incurred on behalf of any Borrower shall not at any time exceed such Borrower’s separate Borrowing Base less the aggregate principal balance of the Revolving Credit Advances and the Swing Line Loan to such Borrower. No such Letter of Credit shall have an expiry date that is less than 5 Business Days prior to the Commitment Termination Date or more than one year following the date of issuance thereof, unless otherwise determined by the Agent, Agent in its sole discretion, and neither Agent nor Revolving Lenders shall be under any obligation to incur Letter of Credit Obligations in respect of, or purchase risk participations in, any Letter of Credit having an expiry date that is later than the date that is referred to in clause (a) of the definition of Commitment Termination Date; provided, however, that subject to the remaining terms . Each issuance of this Agreement, a Letter of Credit may have an expiry shall be made on notice by Borrower Representative on behalf of the applicable Borrower to the representative of Agent identified in Schedule 1.1 at the address specified therein. Any such notice must be given no later noon (New York time) on the date that which is later than 5 three (3) Business Days prior to the Commitment Termination Date proposed issuance of such Letter of Credit. Each such notice (anda “Notice of Issuance of Letter of Credit”) must be given in writing (by telecopy or overnight courier) substantially in the form of Exhibit B-1(a), subject shall be accompanied by the proposed form of Letter of Credit (which must be acceptable to the terms hereofL/C Issuer) and shall include the information required in such Exhibit and such other administrative information as may be reasonably required by Agent. Notwithstanding anything contained herein to the contrary, Letter of Credit applications by Borrowers and approvals by Agent and the L/C Issuer may be made and transmitted pursuant to electronic codes and security measures mutually agreed upon and established by and among Borrowers, Agent and Lenders shall be obligated to incur Letter of Credit Obligations in respect thereof, or purchase risk participations therein, as applicable) so long as Borrower shall have deposited with Agent Cash Equivalents (as defined below) in an amount equal to one hundred five percent (105%) of the maximum amount then available to be drawn thereunder and in accordance with the provisions of paragraph (c) belowL/C Issuer.

Appears in 4 contracts

Samples: Credit Agreement (H&E Equipment Services, Inc.), Credit Agreement (H&E Equipment Services, Inc.), Credit Agreement (H&E Equipment Services, Inc.)

Issuance. Subject to the terms and conditions of the Agreement, Agent and Revolving Lenders agree to incur, from time to time prior to the Commitment Termination Date, upon the request of Borrower and for Borrower's account, Letter of Credit Obligations by causing Letters of Credit to be issued by GE Capital or a Subsidiary thereof or a bank or other legally authorized Person selected by or acceptable to Agent in its sole discretion (each, an "L/C Issuer") for Borrower's account and guaranteed by Agent; provided, that if the L/C Issuer is a Revolving Lender, then such Letters of Credit shall not be guaranteed by Agent but rather each Revolving Lender shall, subject to the terms and conditions hereinafter set forth, purchase (or be deemed to have purchased) risk participations in all such Letters of Credit issued with the written consent of Agent, as more fully described in paragraph (b)(ii) below. The aggregate amount of all such Letter of Credit Obligations shall not at any time exceed the least of (i) $5,000,000 Fifteen Million Dollars ($ 15,000,000) (the "L/C Sublimit") ), and (ii) the Maximum Amount less the aggregate outstanding principal balance of the Revolving Credit Advances and the Swing Line Loan, and (iii) the Borrowing Base less the aggregate outstanding principal balance of the Revolving Credit Advances and the Swing Line Loan. No such Letter of Credit shall have an expiry date that is less than 5 Business Days prior to the Commitment Termination Date or more than one year following the date of issuance thereof, unless otherwise determined by the Agent, Agent in its sole discretion, and neither Agent nor Revolving Lenders shall be under any obligation to incur Letter of Credit Obligations in respect of, or purchase risk participations in, any Letter of Credit having an expiry date that is later than the Commitment Termination Date; provided, however, that subject to the remaining terms of this Agreement, a Letter of Credit may have an expiry date that is later than 5 Business Days prior to the Commitment Termination Date (and, subject to the terms hereof, Agent and Lenders shall be obligated to incur Letter of Credit Obligations in respect thereof, or purchase risk participations therein, as applicable) so long as Borrower shall have deposited with Agent Cash Equivalents (as defined below) in an amount equal to one hundred five percent (105%) of the maximum amount then available to be drawn thereunder and in accordance with the provisions of paragraph (c) below.

Appears in 3 contracts

Samples: Credit Agreement (Navarre Corp /Mn/), Credit Agreement (Navarre Corp /Mn/), Credit Agreement (Navarre Corp /Mn/)

Issuance. Subject to the terms and conditions of the Agreement, Agent and Lenders agree to incur, from time to time prior to the Commitment Termination Date, upon the request of Borrower and for Borrower's account’s account (but on behalf of Borrower or any of its Subsidiaries), Letter of Credit Obligations by causing Letters of Credit to be issued by GE Capital or a Subsidiary thereof or a bank or other legally authorized Person selected by or acceptable to Agent in its sole discretion (each, an "L/C Issuer") for Borrower's ’s account (but on behalf of Borrower or any of its Subsidiaries) and guaranteed by Agent; provided, provided that if the L/C Issuer is a Lender, then such Letters of Credit shall not be guaranteed by Agent but rather each Lender shall, subject to the terms and conditions hereinafter set forth, purchase (or be deemed to have purchased) risk participations in all such Letters of Credit issued with the written consent of Agent, as more fully described in paragraph (b)(ii) below. The aggregate amount of all such Letter of Credit Obligations shall not at any time exceed the least lesser of (i) $5,000,000 75,000,000 (the "L/C Sublimit") and (ii) the Maximum Amount lesser of (A) the Aggregate Revolving Credit Commitment less the aggregate outstanding principal balance of the Revolving Credit Advances Loan and the Swing Line Loan, Letter of Credit Obligations; and (iiiB) the Borrowing Base less the aggregate outstanding principal balance of the Revolving Credit Advances Loan and the Swing Line LoanLetter of Credit Obligations (the determination of availability described in this sentence is herein referred to as the “L/C Availability”). No such Letter of Credit shall have an expiry date that which is less than 5 Business Days prior to the Commitment Termination Date or more than (i) if such Letter of Credit is a Documentary Letter of Credit, six (6) months following the date of issuance thereof or such longer period with the consent of Agent or (ii) any other Letter of Credit, one (1) year following the date of issuance thereof, unless otherwise determined by the Agent, in its sole discretion, and neither . Agent nor Lenders shall be under any no obligation to incur Letter of Credit Obligations in respect of, or purchase risk participations in, of any Letter of Credit having an expiry date that is later than the Commitment Termination Date; provided, however, that subject . The letters of credit set forth on Schedule F-1 issued by JPMorgan Chase Bank shall be deemed to be Letters of Credit issued under this Agreement (the remaining terms “JPMorgan Letters of Credit”) and represent Letter of Credit Obligations under this Agreement, a Letter provided that such JPMorgan Letters of Credit may have an expiry date that is later than 5 Business Days prior to the Commitment Termination Date (and, shall be subject to the terms hereof, Agent of the Payoff and Lenders shall be obligated to incur Letter of Credit Obligations in respect thereof, or purchase risk participations therein, Assumption Agreement as applicable) so long well as Borrower shall have deposited with Agent Cash Equivalents (as defined below) in an amount equal to one hundred five percent (105%) of the maximum amount then available to be drawn thereunder and in accordance with the provisions of paragraph (c) belowset forth in this Agreement.

Appears in 3 contracts

Samples: Credit Agreement (Dicks Sporting Goods Inc), Credit Agreement (Galyans Trading Co Inc), Credit Agreement (Dicks Sporting Goods Inc)

Issuance. Subject to the terms and conditions of the Agreement, Agent and Revolving Lenders agree to incur, from time to time prior to the Commitment Termination Date, upon the request of Borrower Representative on behalf of the applicable Borrower and for such Borrower's ’s account, Letter of Credit Obligations by causing Letters of Credit to be issued by GE Capital or a Subsidiary thereof or a bank or other legally authorized Person selected by or acceptable to Agent in its sole discretion (each, an "L/C Issuer") Issuer for such Borrower's ’s account and guaranteed by Agent; provided, that if the L/C Issuer is a Revolving Lender, then such Letters of Credit shall not be guaranteed by Agent but rather each Revolving Lender shall, subject to the terms and conditions hereinafter set forth, purchase (or be deemed to have purchased) risk participations in all such Letters of Credit issued with the written consent of Agent, as more fully described in paragraph (b)(ii) below. The aggregate amount of all such Letter of Credit Obligations shall not at any time exceed the least of (i) Ten Million Dollars ($5,000,000 10,000,000) (the "L/C Sublimit") ”), and (ii) the Maximum Amount less the aggregate outstanding principal balance of the Revolving Credit Advances and the Swing Line Loan, and (iii) the Aggregate Borrowing Base less the aggregate outstanding principal balance of the Revolving Credit Advances and the Swing Line Loan. Furthermore, the aggregate amount of any Letter of Credit Obligations incurred on behalf of any Borrower shall not at any time exceed such Borrower’s separate Borrowing Base less the aggregate principal balance of the Revolving Credit Advances and the Swing Line Loan to such Borrower. No such Letter of Credit shall have an expiry date that is less than 5 Business Days prior to the Commitment Termination Date or more than one year following the date of issuance thereof, unless otherwise determined by the Agent, Agent in its sole discretion, and neither Agent nor Revolving Lenders shall be under any obligation to incur Letter of Credit Obligations in respect of, or purchase risk participations in, any Letter of Credit having an expiry date that is later than the date that is referred to in clause (a) of the definition of Commitment Termination Date; provided, however, that subject to the remaining terms . Each issuance of this Agreement, a Letter of Credit may have an expiry shall be made on notice by Borrower Representative on behalf of the applicable Borrower to the representative of Agent identified in Schedule 1.1 at the address specified therein. Any such notice must be given no later noon (New York time) on the date that which is later than 5 three (3) Business Days prior to the Commitment Termination Date (and, subject to the terms hereof, Agent and Lenders shall be obligated to incur proposed issuance of such Letter of Credit Obligations Credit. Each such notice (a “Notice of Issuance of Letter of Credit”) must be given in respect thereof, writing (by telecopy or purchase risk participations therein, overnight courier) substantially in the form of Exhibit X-x(a) and shall include the information required in such Exhibit and such other administrative information as applicable) so long as Borrower shall have deposited with Agent Cash Equivalents (as defined below) in an amount equal to one hundred five percent (105%) of the maximum amount then available to may be drawn thereunder and in accordance with the provisions of paragraph (c) belowreasonably required by Agent.

Appears in 3 contracts

Samples: Loan Agreement (H&E Equipment Services, Inc.), Loan Agreement (H&E Equipment Services, Inc.), Loan Agreement (H&E Equipment Services, Inc.)

Issuance. Subject Except as set forth in Sections 2(b) and (c) below, the Company will not issue, sell or otherwise transfer for consideration to any Stockholder or any Affiliate of any Stockholder (an "Issuance") any Equity Interests (or securities convertible into or exercisable or exchangeable for Equity Interests) unless, at least 15 days prior to such Issuance, the Company notifies each Stockholder in writing of the Issuance (including the price and all of the other terms and conditions thereof) (the "Preemptive Right Notice") and grants to all Stockholders the right (the "Preemptive Right") to subscribe for and purchase a portion of such additional Equity Interests so issued, at the Agreementsame price and on the same terms as issued in the Issuance, Agent and Lenders agree to incur, from time to time prior equal to the Commitment Termination Date, upon the request of Borrower and for Borrower's account, Letter of Credit Obligations quotient determined by causing Letters of Credit to be issued by GE Capital or a Subsidiary thereof or a bank or other legally authorized Person selected by or acceptable to Agent in its sole discretion (each, an "L/C Issuer") for Borrower's account and guaranteed by Agent; provided, that if the L/C Issuer is a Lender, then such Letters of Credit shall not be guaranteed by Agent but rather each Lender shall, subject to the terms and conditions hereinafter set forth, purchase (or be deemed to have purchased) risk participations in all such Letters of Credit issued with the written consent of Agent, as more fully described in paragraph (b)(ii) below. The aggregate amount of all such Letter of Credit Obligations shall not at any time exceed the least of dividing (i) $5,000,000 the number of shares of Common Stock owned by such Stockholder (the "L/C Sublimit"taking into account all shares of Common Stock underlying Warrants and Existing Options owned by such Stockholder) and by (ii) the Maximum Amount less total number of shares of Common Stock outstanding (taking into account all shares of Common Stock underlying Warrants and Existing Options). Notwithstanding the aggregate outstanding principal balance foregoing, if the Stockholder or its Affiliates entitled to purchase or receive such Equity Interests in the Issuance is required to also purchase other securities of the Revolving Credit Advances Company, the Stockholders exercising their Preemptive Right pursuant to this Section 2 shall also be required to purchase the same combination of securities (on the same terms and conditions) that the Swing Line Loan, and (iii) Stockholder or its Affiliates is required to purchase. The Preemptive Right may be exercised by such Stockholder at any time by written notice to the Borrowing Base less Company received by the aggregate outstanding principal balance Company within 30 days after receipt by such Stockholder of the Revolving Credit Advances Preemptive Right Notice (the "Preemptive Right Period"). The closing of the purchase and sale pursuant to the Swing Line Loan. No such Letter exercise of Credit the Preemptive Right shall have an expiry date that is occur not less than 5 Business Days prior to 30 days after the Commitment Termination Date or more than one year following the date of issuance thereof, unless otherwise determined by the Agent, in its sole discretion, and neither Agent nor Lenders shall be under any obligation to incur Letter of Credit Obligations in respect of, or purchase risk participations in, any Letter of Credit having an expiry date that is later than the Commitment Termination Date; provided, however, that subject to the remaining terms of this Agreement, a Letter of Credit may have an expiry date that is later than 5 Business Days prior to the Commitment Termination Date (and, subject to the terms hereof, Agent and Lenders shall be obligated to incur Letter of Credit Obligations in respect thereof, or purchase risk participations therein, as applicable) so long as Borrower shall have deposited with Agent Cash Equivalents (as defined below) in an amount equal to one hundred five percent (105%) Company receives notice of the maximum amount then available to be drawn thereunder exercise of the Preemptive Right and in accordance concurrently with the provisions closing of paragraph (c) belowthe Issuance.

Appears in 2 contracts

Samples: Stockholders Agreement (Torque Acquisition Co LLC), Stockholders Agreement (Gleason Reporting Group)

Issuance. Subject to the terms and conditions of the Agreement, -------- Agent and Revolving Lenders agree to incur, from time to time prior to the Commitment Termination Date, upon the request of Borrower and for Borrower's account, Letter of Credit Obligations by causing Letters of Credit to be issued (by GE Capital or a Subsidiary thereof or a bank or other legally authorized Person selected by or acceptable to Agent in its sole discretion (each, an "L/C Issuer")) for Borrower's account and ---------- guaranteed by Agent; provided, that if the L/C Issuer is a Revolving Lender, -------- then such Letters of Credit shall not be guaranteed by Agent but rather each Revolving Lender shall, subject to the terms and conditions hereinafter set forth, purchase (or be deemed to have purchased) risk participations in all such Letters of Credit issued with the written consent of Agent, as more fully described in paragraph (b)(ii) below. The aggregate amount of all such Letter of Credit Obligations shall not at any time exceed the least of (i) Ten Million Dollars ($5,000,000 10,000,000) (the "L/C Sublimit") and ), (ii) the Maximum Amount less the ------------ ---- aggregate outstanding principal balance of the Revolving Credit Advances and the Swing Line Loan, and (iii) the Borrowing Base less the aggregate outstanding ---- principal balance of the Revolving Credit Advances and the Swing Line Loan. No such Letter of Credit shall have an expiry date that is less than 5 Business Days prior to the Commitment Termination Date or more than one year following the date of issuance thereof, unless otherwise determined by the Agent, in its sole discretion, and neither Agent nor Revolving Lenders shall be under any obligation to incur Letter of Credit Obligations in respect of, or purchase risk participations in, any Letter of Credit having an expiry date that is later than the Commitment Termination Date; provided, however, that subject to the remaining terms of this Agreement, a Letter of Credit may have an expiry date that is later than 5 Business Days prior to the Commitment Termination Date (and, subject to the terms hereof, Agent and Lenders shall be obligated to incur Letter of Credit Obligations in respect thereof, or purchase risk participations therein, as applicable) so long as Borrower shall have deposited with Agent Cash Equivalents (as defined below) in an amount equal to one hundred five percent (105%) of the maximum amount then available to be drawn thereunder and in accordance with the provisions of paragraph (c) below.

Appears in 2 contracts

Samples: Credit Agreement (Icon Health & Fitness Inc), Credit Agreement (Icon Health & Fitness Inc)

Issuance. Subject to the terms and conditions of the Agreement, Agent and Revolving Lenders agree to incur, from time to time prior to the Commitment Termination Date, Letter of Credit Obligations. Subject to the terms and conditions of the Agreement, upon the request of Borrower and for Borrower's account, Letter of Credit Obligations by causing Letters of Credit to be issued by GE Capital or a Subsidiary thereof or a bank or other legally authorized Person selected by or acceptable to Agent in its sole discretion (each, an "L/C Issuer") may in its sole discretion issue Letters of Credit for Borrower's ’s account and guaranteed by Agent; provided, that if the L/C Issuer is a Revolving Lender, then such Letters of Credit shall not be guaranteed by Agent but rather each Revolving Lender shall, subject to the terms and conditions hereinafter set forth, purchase (or be deemed to have purchased) risk participations in all such Letters of Credit issued with the written consent of Agent, as more fully described in paragraph (b)(ii) below. The aggregate amount of all such Letter of Credit Obligations shall not at any time exceed the least of (i) Ten Million Dollars ($5,000,000 10,000,000) (the "L/C Sublimit") ”), and (ii) the Maximum Amount less the aggregate outstanding principal balance of the Revolving Credit Advances and the Swing Line Loan, and (iii) the Borrowing Base less the aggregate outstanding principal balance of the Revolving Credit Advances and the Swing Line Loan. No such Letter of Credit shall have an expiry date that is less than 5 Business Days prior to the Commitment Termination Date or more than one year following the date of issuance thereof, unless otherwise determined by the Agent, Agent in its sole discretiondiscretion (including with respect to customary evergreen provisions), and neither Agent nor Revolving Lenders shall be under any obligation to incur Letter of Credit Obligations in respect of, or purchase risk participations in, any Letter of Credit having an expiry date that is later than the Commitment Termination Date; provided, however, . If (i) any Lender is a Non-Funding Lender or Agent determines that subject to any of the remaining terms Lenders is an Impacted Lender and (ii) the reallocation of this Agreement, a Letter of Credit may have an expiry date that is later than 5 Business Days prior to the Commitment Termination Date (and, subject to the terms hereof, Agent and Lenders shall be obligated to incur Non-Funding Lender’s or Impacted Lender’s Letter of Credit Obligations in respect thereofto the other Revolving Lenders would reasonably be expected to cause the Letter of Credit Obligations and Revolving Loans of any Lender to exceed its Revolving Loan Commitment, taking into account the amount of outstanding Revolving Loans and expected advances of Revolving Loans as determined by Agent, then no Letters of Credit may be issued or renewed unless the Non-Funding Lender or Impacted Lender has been replaced, the Letter of Credit Obligations of that Non-Funding Lender or Impacted Lender have been cash collateralized, or purchase risk participations therein, as applicable) so long as Borrower shall the Revolving Loan Commitments of the other Lenders have deposited with Agent Cash Equivalents (as defined below) in been increased by an amount equal sufficient to one hundred five percent (105%) satisfy Agent that all future Letter of the maximum amount then available to Credit Obligations will be drawn thereunder and in accordance with the provisions of paragraph (c) belowcovered by all Revolving Lenders who are not Non-Funding Lenders or Impacted Lenders.

Appears in 2 contracts

Samples: Credit Agreement (Insteel Industries Inc), Credit Agreement (Insteel Industries Inc)

Issuance. Subject to the terms and conditions of the Agreement, Agent and Revolving Lenders agree to incur, from time to time prior to the Commitment Termination Date, upon the request of Borrower and for Borrower's account, Letter of Credit Obligations by causing Letters of Credit to be issued by GE Capital or a Subsidiary thereof or a bank or other legally authorized Person selected by or acceptable to Agent in its sole discretion (each, an "L/C Issuer") for Borrower's account and guaranteed by Agent; provided, that if the L/C Issuer is a Revolving Lender, then such Letters of Credit shall not be guaranteed by Agent but rather each Revolving Lender shall, subject to the terms and conditions hereinafter set forth, purchase (or be deemed to have purchased) risk participations in all such Letters of Credit issued with the written consent of Agent, as more fully described in paragraph (b)(ii) below. The aggregate amount of all such Letter of Credit Obligations shall not at any time exceed the least of (i) Ten Million Dollars ($5,000,000 10,000,000) (the "L/C Sublimit") ), and (ii) the Maximum Amount less the aggregate outstanding principal balance of the Revolving Credit Advances and the Swing Line Loan, and (iii) the Borrowing Base less the aggregate outstanding principal balance of the Revolving Credit Advances and the Swing Line Loan. No such Letter of Credit shall have an expiry date that is less than 5 Business Days prior to the Commitment Termination Date or more than one year following the date of issuance thereof, unless otherwise determined by the Agent, Agent in its sole discretiondiscretion (including with respect to customary evergreen provisions), and neither Agent nor Revolving Lenders shall be under any obligation to incur Letter of Credit Obligations in respect of, or purchase risk participations in, any Letter of Credit having an expiry date that is later than the Commitment Termination Date; provided, however, that subject to the remaining terms of this Agreement, a Letter of Credit may have an expiry date that is later than 5 Business Days prior to the Commitment Termination Date (and, subject to the terms hereof, Agent and Lenders shall be obligated to incur Letter of Credit Obligations in respect thereof, or purchase risk participations therein, as applicable) so long as Borrower shall have deposited with Agent Cash Equivalents (as defined below) in an amount equal to one hundred five percent (105%) of the maximum amount then available to be drawn thereunder and in accordance with the provisions of paragraph (c) below.

Appears in 2 contracts

Samples: Credit Agreement (Insteel Industries Inc), Credit Agreement (Insteel Industries Inc)

Issuance. Subject to (i) Upon the terms and subject to the conditions of the this Agreement, Agent and the Revolving Lenders agree to incur, from time to time prior to during the Commitment Termination DateAvailability Period, upon the request of Borrower the Borrower, and for the Borrower's ’s account, Letter of Credit Obligations by causing issuing Letters of Credit to be issued by GE Capital through the Revolving Agent or a Subsidiary thereof or a an affiliate, bank or other legally authorized Person selected or approved by or acceptable to the Revolving Agent in its sole discretion (each, an "L/C Issuer") for the Borrower's account and guaranteed by Agent’s account; provided, provided that if the L/C Issuer is a Lender, then such Letters of Credit shall not be guaranteed by Agent but rather each Revolving Lender shall, subject to the terms and conditions hereinafter set forth, purchase (or be deemed to have purchased) risk participations in all such Letters of Credit issued with the written consent of AgentCredit, as more fully described in paragraph (b)(ii) below. The Letters of Credit shall be made such that the aggregate amount of all such Letter of Credit Obligations Obligations, plus the aggregate amount of any outstanding Revolving Loans, shall not at any time exceed the least of (i) $5,000,000 (the "L/C Sublimit") and (ii) the Maximum Amount less the aggregate outstanding principal balance of the Revolving Credit Advances and the Swing Line Loan, and (iii) the Borrowing Base less the aggregate outstanding principal balance of the Revolving Credit Advances and the Swing Line LoanAvailable Commitments. No such Letter of Credit shall have an expiry date that is less than 5 Business Days prior to the Commitment Termination Date or (A) more than one year following the date of issuance thereof, unless otherwise determined consented to in writing by the Agent, Revolving Agent in its sole discretiondiscretion (subject to renewal provisions as described in Section 1.06(a)(ii)), and neither Agent nor or (B) later than the Maturity Date, unless otherwise consented to in writing by the Required Revolving Lenders shall be under (including with respect to customary evergreen provisions). (ii) If the Borrower so requests in any obligation to incur applicable Letter of Credit Obligations in respect ofApplication, or purchase risk participations in, any Letter of Credit having an expiry date that is later than the Commitment Termination Date; provided, however, that subject relevant L/C Issuer shall agree to the remaining terms of this Agreement, issue a Letter of Credit that has automatic renewal provisions (each, an “Auto-Renewal Letter of Credit”); provided that any such Auto-Renewal Letter of Credit must permit the relevant L/C Issuer to prevent any such renewal at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the relevant L/C Issuer, the Borrower shall not be required to make a specific request to the relevant L/C Issuer for any such renewal. Once an Auto-Renewal Letter of Credit has been issued, the applicable Lenders shall be deemed to have authorized (but may have not require) the relevant L/C Issuer to permit the renewal of such Letter of Credit at any time to an expiry date that is not later than 5 Business Days prior the Maturity Date; provided that the relevant L/C Issuer shall not permit any such renewal if the relevant L/C Issuer has determined that it would have no obligation at such time to the Commitment Termination Date (and, subject to issue such Letter of Credit in its renewed form under the terms hereof, Agent and Lenders shall be obligated to incur Letter of Credit Obligations in respect thereof, or purchase risk participations therein, as applicable) so long as Borrower shall have deposited with Agent Cash Equivalents (as defined below) in an amount equal to one hundred five percent (105%) of the maximum amount then available to be drawn thereunder and in accordance with the provisions of paragraph (c) below.

Appears in 2 contracts

Samples: Credit Agreement (Global Power Equipment Group Inc/), Credit Agreement (Global Power Equipment Group Inc/)

Issuance. Subject to and upon the terms and conditions herein set forth, so long as no Default or Event of Default has occurred and is continuing, the AgreementIssuing Bank will, Agent at any time and Lenders agree to incur, from time to time on and after the Closing Date and prior to the Commitment Termination Date, upon the request of Borrower and for Borrower's account, Letter of Credit Obligations by causing Letters of Credit to be issued by GE Capital or a Subsidiary thereof or a bank or other legally authorized Person selected by or acceptable to Agent in its sole discretion (each, an "L/C Issuer") for Borrower's account and guaranteed by Agent; provided, that if the L/C Issuer is a Lender, then such Letters of Credit shall not be guaranteed by Agent but rather each Lender shall, subject to the terms and conditions hereinafter set forth, purchase (or be deemed to have purchased) risk participations in all such Letters of Credit issued with the written consent of Agent, as more fully described in paragraph (b)(ii) below. The aggregate amount of all such Letter of Credit Obligations shall not at any time exceed the least earlier of (i) $5,000,000 (the "L/C Sublimit") seventh day prior to the Revolving Credit Maturity Date and (ii) the Maximum Amount less Revolving Credit Termination Date, and upon receipt of a Letter of Credit Notice in accordance with the aggregate outstanding principal balance provisions of Section 4.2, issue for the account of the Revolving Credit Advances and the Swing Line LoanBorrower or Reinsurance, and (iii) the Borrowing Base less the aggregate outstanding principal balance of the Revolving Credit Advances and the Swing Line Loan. No as requested in such Letter of Credit Notice, one or more irrevocable standby letters of credit denominated in Dollars or Pounds and in a form customarily used or otherwise approved by the Issuing Bank (together with all amendments, modifications and supplements thereto, substitutions therefor and renewals and restatements thereof, collectively, the "Letters of Credit"). Notwithstanding the foregoing: (a) No Letter of Credit shall have an expiry date that is be issued the Stated Amount upon issuance of which, when added to the sum of (i) the aggregate Letter of Credit Exposure and Revolver Guaranty Exposure of all Revolving Lenders at such time and (ii) the aggregate principal amount of all Revolving Loans then outstanding, would exceed the Total Revolving Credit Commitments at such time; (b) The Stated Amount of each Letter of Credit, when issued, shall not be less than 5 Business Days $500,000 or, in the case of a Sterling denominated Letter of Credit, (pound)500,000; (c) No Letter of Credit shall be issued that by its terms expires later than the seventh day prior to the Commitment Termination Revolving Credit Maturity Date or or, in any event, more than one (1) year following the after its date of issuance thereof, unless otherwise determined by the Agent, in its sole discretion, and neither Agent nor Lenders shall be under any obligation to incur Letter of Credit Obligations in respect of, or purchase risk participations in, any Letter of Credit having an expiry date that is later than the Commitment Termination Dateissuance; provided, however, that subject to the remaining terms of this Agreement, a Letter of Credit may have an expiry date that is later than 5 Business Days may, if requested by the Borrower, provide by its terms, and on terms acceptable to the Issuing Bank, for renewal for successive periods of one year or less (but not beyond the seventh day prior to the Commitment Termination Date (andRevolving Credit Maturity Date), subject unless and until the Issuing Bank shall have delivered a notice of nonrenewal to the terms hereof, Agent and Lenders shall be obligated to incur beneficiary of such Letter of Credit; provided, further, that Letters of Credit Obligations may be issued in respect thereoffavor of the Society of Lloyd's or the Council of Lloyd's, or purchase risk participations thereinboth, as applicableto support the membership of one or more of the Subsidiaries of the Borrower in the Society of Lloyd's for terms longer than one (1) year (but not beyond the seventh day prior to the Revolving Credit Maturity Date) so long as Borrower the terms of each such Letter of Credit otherwise comply with the requirements of this Agreement; (d) The Issuing Bank shall be under no obligation to issue any Letter of Credit if, at the time of such proposed issuance, (i) any order, judgment or decree of any Governmental Authority or arbitrator shall purport by its terms to enjoin or restrain the Issuing Bank from issuing such Letter of Credit, or any Requirement of Law applicable to the Issuing Bank or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Bank shall prohibit, or request that the Issuing Bank refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Bank with respect to such Letter of Credit any restriction or reserve or capital requirement (for which the Issuing Bank is not otherwise compensated) not in effect on the Closing Date, or any unreimbursed loss, cost or expense that was not applicable, in effect or known to the Issuing Bank as of the Closing Date and that the Issuing Bank in good faith deems material xx xx, xx (ii) the Issuing Bank shall have deposited with Agent Cash Equivalents (as defined below) in an amount equal actual knowledge, or shall have received notice from any Lender, prior to the issuance of such Letter of Credit that one hundred five percent (105%) or more of the maximum amount conditions specified in Sections 5.1 (if applicable) or 4.2 are not then available to be drawn thereunder and satisfied (or have not been waived in accordance with writing as required herein) or that the issuance of such Letter of Credit would violate the provisions of paragraph subsection (ca) belowabove; (e) No Letter of Credit shall be issued or renewed in favor of Lloyd's if, immediately after the issuance or renewal of such Letter of Credit, the Dollar Amount of the aggregate Stated Amount of all Letters of Credit outstanding and issued in favor of Lloyd's, whether or not secured and whether or not issued pursuant to this Agreement, would exceed $25,000,000; and (f) All Letters of Credit issued upon the request of Reinsurance (or the Borrower and Reinsurance jointly) shall be for use by Reinsurance solely in the ordinary course of its business to support the payment of obligations arising under insurance and reinsurance contracts (it being understood that Letters of Credit issued in favor of Lloyd's are not issued "in the ordinary course of its business"); provided, however, that any Letter of Credit may be issued or renewed for the account of Reinsurance in favor of the Society of Lloyd's or the Council of Lloyd's if, taking into account the issuance or renewal of each such Letter of Credit, no Default, including a Default under Section 9.2(iv), shall have occurred and be continuing.

Appears in 2 contracts

Samples: Credit Agreement (Chartwell Re Corp), Credit Agreement (Chartwell Re Holdings Corp)

Issuance. Subject to the terms and conditions of the Agreement, Agent and Lenders agree to incur, from time to time prior to the Commitment Termination Date, upon the request of Borrower Representative on behalf of the applicable Borrower (and any Subsidiary that may be a co-applicant therewith) and for such Borrower's ’s (and such Subsidiary’s, as applicable) account, Letter of Credit Obligations by causing Letters of Credit denominated in Dollars, Sterling, Euros, Swiss Francs or any Alternative L/C Currency to be issued by GE Capital or a Subsidiary thereof or a bank or other legally authorized Person selected by or acceptable to Agent in its sole discretion (each, an "L/C Issuer") for such U.S. Borrower's ’s account and guaranteed by Agent; provided, that if the L/C Issuer is a Lender, then such Letters of Credit shall not be guaranteed by Agent but rather each Lender shall, subject to the terms and conditions hereinafter set forth, purchase (or be deemed to have purchased) risk participations in all such Letters of Credit issued with the written consent of Agent, as more fully described in paragraph (b)(ii) below. The Dollar Equivalent of the aggregate amount of all such Letter of Credit Obligations shall not at any time exceed the least lesser of (i) an amount equal to Ten Million Dollars ($5,000,000 10,000,000) (the "L/C Sublimit") and (ii) the Maximum Amount less the aggregate outstanding principal balance Dollar Equivalent of the Revolving Credit Advances and the Swing Line Loan, and (iii) the Borrowing Base less the aggregate outstanding principal balance of the Revolving Credit Advances and the Swing Line Loan. The Dollar Equivalent of the aggregate amount of all such Letter of Credit Obligations incurred for the benefit of the U.S. Borrowers shall not at any time exceed the U.S. Borrowing Base less the aggregate outstanding principal balance of the Revolving Credit Advances and Swing Line Advances made to U.S. Borrowers. The Dollar Equivalent of the aggregate amount of all such Letter of Credit Obligations incurred for the benefit of the U.K. Borrowers shall not at any time exceed an amount equal to (i) the lesser of (x) the Sterling Subfacility Limit and (y) the U.K. Borrowing Base less (ii) the Dollar Equivalent of the outstanding principal balance of the Revolving Credit Advances made to the U.K. Borrowers. No such Letter of Credit shall have an expiry date that is less than 5 Business Days prior to the Commitment Termination Date or more than one year following the date of issuance thereof, unless otherwise determined by the Agent, in its sole discretiondiscretion (including with respect to customary evergreen provisions), and neither Agent nor Lenders shall be under any obligation to incur Letter of Credit Obligations in respect of, or purchase risk participations in, any Letter of Credit having an expiry date that is later than the Commitment Termination Date; provided, however, that subject to the remaining terms of this Agreement, a Letter of Credit may have an expiry date that is later than 5 Business Days prior to the Commitment Termination Date (and, subject to the terms hereof, Agent and Lenders shall be obligated to incur Letter of Credit Obligations in respect thereof, or purchase risk participations therein, as applicable) so long as Borrower shall have deposited with Agent Cash Equivalents (as defined below) in an amount equal to one hundred five percent (105%) of the maximum amount then available to be drawn thereunder and in accordance with the provisions of paragraph (c) below.

Appears in 2 contracts

Samples: Credit Agreement (Sothebys), Credit Agreement (Sothebys)

Issuance. Subject to the terms and conditions of the this Agreement, Agent and Lenders agree agrees to incur, incur from time to time prior to the Commitment Termination Datetime, upon the request of Borrower on behalf of Borrower and for Borrower's account, Letter of Credit Obligations and Eligible Trade L/C Obligations by causing Letters of Credit and Eligible Trade L/Cs to be issued on terms acceptable to Agent and by GE Capital or Agent, a Subsidiary thereof subsidiary of Agent or a bank or other legally authorized Person selected by or acceptable to Agent in its sole discretion and Borrower (each, an "L/C Issuer") for Borrower's account and guaranteed by Agent; provided, however, that if the L/C Issuer is a Lender, then such Letters of Credit shall not be guaranteed by Agent but rather each Lender shall, subject to the terms and conditions hereinafter set forth, purchase (or be deemed to have purchased) risk participations in all such Letters of Credit issued with the written consent of Agent, as more fully described in paragraph (b)(ii) below. The aggregate amount of the sum of all such Letter of Credit Obligations plus Eligible Trade L/C Obligations shall not at any time exceed the least lesser of (i) Seventy-Five Million Dollars ($5,000,000 75,000,000) (the "L/C Sublimit") and ), or (ii) the Maximum Amount less the aggregate outstanding principal balance of the Revolving Credit Advances and the Swing Line Loan, and (iii) Advances; provided further that Letter of Credit Obligations plus Eligible Trade L/C Obligations shall not exceed the Borrowing Base less the aggregate outstanding principal balance of the Revolving Credit Advances and the Swing Line LoanAdvances. No such Letter of Credit Obligation or Eligible Trade L/C Obligation shall have an expiry date that which is less than 5 Business Days prior to the Commitment Termination Date or more than one year following the date of issuance thereof, unless otherwise determined by and Agent and the Agent, in its sole discretion, and neither Agent nor Lenders shall be under any no obligation to incur Letter of Credit Obligations or Eligible Trade L/C Obligations in respect of, or purchase risk participations in, of any Letter of Credit or Eligible Trade L/C having an expiry date that which is later than the Commitment Termination Date; provided, however, that subject . The Borrower may request to change the remaining terms of this Agreement, a Letter of Credit may have an expiry date that is later than 5 Business Days prior to the Commitment Termination Date (andLC Issuer, subject to the terms hereofconsent by Agent, Agent and Lenders which consent shall not be obligated to incur Letter of Credit Obligations in respect thereof, or purchase risk participations therein, as applicable) so long as Borrower shall have deposited with Agent Cash Equivalents (as defined below) in an amount equal to one hundred five percent (105%) of the maximum amount then available to be drawn thereunder and in accordance with the provisions of paragraph (c) belowunreasonably withheld.

Appears in 2 contracts

Samples: Credit Agreement (Wilsons the Leather Experts Inc), Credit Agreement (Wilsons the Leather Experts Inc)

Issuance. Subject to the terms and conditions of the Agreement and the Litigation L/C Agreement, Agent and Revolving Lenders agree to incur (or in the case of the Litigation L/C, the Term Lenders agree to incur), from time to time prior to the Commitment Termination Date, upon the request of Borrower and for Borrower's account, Letter of Credit Obligations and Litigation L/C Obligations by causing Letters of Credit to be issued (by GE Capital or a Subsidiary thereof or a bank or other legally authorized Person selected by or acceptable to Agent in its sole discretion (each, an "L/C Issuer")) for Borrower's account and guaranteed by Agent; provided, however, that if the L/C Issuer is a Revolving Lender, then such Letters of Credit (other than the Litigation L/C) shall not be guaranteed by Agent but rather each Revolving Lender shall, subject to the terms and conditions hereinafter set forth, purchase (or be deemed to have purchased) risk participations in all such Letters of Credit issued with the written consent of Agent, as more fully described in paragraph (b)(ii) below; and, provided, further, that if the L/C Issuer is a Term Lender, then the Litigation L/C shall not be guaranteed by Agent but rather each Term Lender shall, subject to the terms and conditions hereinafter set forth, purchase (or be deemed to have purchased) risk participations in the Litigation L/C, as more fully described in paragraph (b)(ii) below. The aggregate amount of all such Letter of Credit Obligations shall not at any time exceed the least of (i) One Million Dollars ($5,000,000 1,000,000.00) (the "L/C Sublimit") ), and (ii) the Maximum Amount less the aggregate outstanding principal balance of the Revolving Credit Advances and the Swing Line Loan, and (iii) the Borrowing Base less the aggregate outstanding principal balance of the Revolving Credit Advances and the Swing Line Loan. The aggregate amount of all Litigation L/C Obligations shall not at any time exceed the least of (i) $12,000,000, (ii) the amount necessary to obtain and secure the Bond and (iii) the aggregate maximum amount of Litigation L/C Obligations which are guaranteed pursuant to the terms and conditions of the Litigation Guaranty. No such Letter of Credit shall have an expiry date that which is less than 5 Business Days prior to the Commitment Termination Date or more than one year following the date of issuance thereof, unless otherwise determined by the Agent, in its sole discretion, and neither Agent nor any Lenders shall be under any obligation to incur Letter of Credit Obligations in respect of, or purchase risk participations in, any Letter of Credit having an expiry date that which is later than the Commitment Termination Date; provided, however, that subject to the remaining terms of this Agreement, a Letter of Credit may have an expiry date that is later than 5 Business Days prior to the Commitment Termination Date (and, subject to the terms hereof, Agent and Lenders shall be obligated to incur Letter of Credit Obligations in respect thereof, or purchase risk participations therein, as applicable) so long as Borrower shall have deposited with Agent Cash Equivalents (as defined below) in an amount equal to one hundred five percent (105%) of the maximum amount then available to be drawn thereunder and in accordance with the provisions of paragraph (c) below.

Appears in 2 contracts

Samples: Credit Agreement (Code Alarm Inc), Credit Agreement (Code Alarm Inc)

Issuance. Subject to the terms and conditions of the Agreement, the Administrative Agent and Revolving Lenders agree to incur, from time to time prior to the Commitment Termination Date, upon the request of Borrower Representative on behalf of the Borrowers and for Borrower's accountthe Borrowers’ or other Guarantors’ account (so long as the beneficiary of such Letter of Credit is not a Borrower or a Guarantor), Letter of Credit Obligations by causing Letters of Credit to be issued by GE Capital GECC or a Subsidiary thereof or a bank or other legally authorized Person selected by or acceptable to the Administrative Agent in its sole discretion (each, an "L/C “Letter of Credit Issuer") for Borrower's the Borrowers’ or other Guarantors’ account and guaranteed by the Administrative Agent; provided, that if the L/C Letter of Credit Issuer is a Revolving Lender, then such Letters of Credit shall not be guaranteed by the Administrative Agent but rather each Revolving Lender shall, subject to the terms and conditions hereinafter set forth, purchase (or be deemed to have purchased) risk participations in all such Letters of Credit issued with the written consent of the Administrative Agent, as more fully described in paragraph (b)(iiSection 2.18(b)(ii) below. The aggregate amount of all such Letter of Credit Obligations shall not at any time exceed the least lesser of (i) $5,000,000 (the "L/C Sublimit") Letter of Credit Sublimit and (ii) the Maximum Total Revolving Commitment Amount less the aggregate outstanding principal balance of the Revolving Credit Advances Loans and the Swing Line Loan, and (iii) the Borrowing Base less the aggregate outstanding principal balance of the Revolving Credit Advances and the Swing Line Swingline Loan. No such Letter of Credit shall have an expiry date that is less than 5 Business Days prior to the Commitment Termination Date or more than one year following the date of issuance thereof, unless otherwise determined by the Administrative Agent, in its sole discretion, and neither Administrative Agent nor Revolving Lenders shall be under any obligation to incur Letter of Credit Obligations in respect of, or purchase risk participations in, any Letter of Credit having an expiry date that is later than the Commitment Termination Date; provided, however, that subject to the remaining terms of this Agreement, a Letter of Credit may have an expiry date that is later than 5 Business Days prior to the Commitment Termination Date (and, subject to the terms hereof, Agent and Lenders shall be obligated to incur Letter of Credit Obligations in respect thereof, or purchase risk participations therein, as applicable) so long as Borrower shall have deposited with Agent Cash Equivalents (as defined below) in an amount equal to one hundred five percent (105%) of the maximum amount then available to be drawn thereunder and in accordance with the provisions of paragraph (c) below.

Appears in 2 contracts

Samples: Credit Agreement (Centerplate, Inc.), Credit Agreement (Centerplate, Inc.)

Issuance. Subject to the terms and conditions of the Agreement, Agent and Cdn. Revolving Lenders agree to incur, from time to time prior to the date which is seven (7) days prior to the Commitment Termination Date, upon the request of Borrower Lower Lakes and for Borrower's Lower Lakes' account, Letter of Credit Obligations by causing Letters of Credit denominated in United States or Canadian Dollars to be issued Issued by GE Capital or a Subsidiary thereof or a bank or other legally authorized Person selected by or acceptable to Agent in its sole discretion (each, an "L/C Issuer") for Borrower's Lower Lakes' account and guaranteed by AgentAgent or one of its Affiliates, including GE Canada Finance Holding Company (each, an "L/C Guarantor"); provided, that if the L/C Issuer is a Cdn. Revolving Lender, then such Letters of Credit shall not be guaranteed by Agent but rather each Cdn. Revolving Lender shall, subject to the terms and conditions hereinafter set forth, purchase (or be deemed to have purchased) risk participations in all such Letters of Credit issued Issued with the written consent of Agent, as more fully described in paragraph (b)(ii) below. The aggregate amount of all such Letter of Credit Obligations shall not at any time exceed the least of (i) $5,000,000 Cdn$3,000,000 (the "L/C Sublimit") and ), (ii) the Cdn. Maximum Amount less the aggregate outstanding principal balance of the Cdn. Revolving Credit Advances and the Cdn. Swing Line Loan, Loans and (iii) the Cdn. Borrowing Base less the aggregate outstanding principal balance of the Cdn. Revolving Credit Advances and the Cdn. Swing Line LoanLoans. No such Letter of Credit shall have an expiry date that is less than 5 Business Days prior to the Commitment Termination Date or more than one year following the date of issuance thereof, unless otherwise determined by the Agent, Agent in its sole discretiondiscretion (including with respect to customary evergreen provisions), and neither Agent nor Cdn. Revolving Lenders shall be under any obligation to incur Letter of Credit Obligations in respect of, or purchase risk participations in, any Letter of Credit having an expiry date that is later than the Commitment Termination Date; provided, however, that subject to the remaining terms of this Agreement, a Letter of Credit may have an expiry date that is later than 5 Business Days seven (7) days prior to the Commitment Termination Date (and, subject to the terms hereof, Agent and Lenders shall be obligated to incur Letter of Credit Obligations in respect thereof, or purchase risk participations therein, as applicable) so long as Borrower shall have deposited with Agent Cash Equivalents (as defined below) in an amount equal to one hundred five percent (105%) of the maximum amount then available to be drawn thereunder and in accordance with the provisions of paragraph (c) belowDate.

Appears in 2 contracts

Samples: Credit Agreement (Rand Logistics, Inc.), Credit Agreement (Rand Logistics, Inc.)

Issuance. Subject to the terms and conditions of the Agreement, Agent and Revolving Lenders agree to incur, from time to time prior to the Commitment Termination Date, upon the request of Borrower and for Borrower's account, Letter of Credit Obligations by causing Letters of Credit to be issued (by GE Capital or a Subsidiary thereof or a bank or other legally authorized Person selected by or acceptable to Agent in its sole discretion (each, an "L/C Issuer")) for Borrower's account and guaranteed by Agent; provided, that if the L/C Issuer is a Revolving Lender, then such Letters of Credit shall not be guaranteed by Agent but rather each Revolving Lender shall, subject to the terms and conditions hereinafter set forth, purchase (or be deemed to have purchased) risk participations in all such Letters of Credit issued with the written consent of Agent, as more fully described in paragraph (b)(ii) below. The aggregate amount of all such Letter of Credit Obligations shall not at any time exceed the least of (i) Thirty-Five Million Dollars ($5,000,000 35,000,000) (the "L/C Sublimit") and ), (ii) the Maximum Amount less the aggregate outstanding principal balance of the Revolving Credit Advances and Advances, the Swing Line Loan and the Term Loan, and (iii) the Borrowing Base less the aggregate outstanding principal balance of the Revolving Credit Advances and Advances, the Swing Line Loan and the Term Loan. No such Letter of Credit shall have an expiry date that is less than 5 Business Days prior to the Commitment Termination Date or more than one year following the date of issuance thereof, unless otherwise determined by the Agent, in its sole discretion, and neither Agent nor Revolving Lenders shall be under any obligation to incur Letter of Credit Obligations in respect of, or purchase risk participations in, any Letter of Credit having an expiry date that is later than the Commitment Termination Date; providedDate unless otherwise determined by Agent, however, that subject to the remaining terms of this Agreement, a Letter of Credit may have an expiry date that is later than 5 Business Days prior to the Commitment Termination Date (and, subject to the terms hereof, Agent and Lenders shall be obligated to incur Letter of Credit Obligations in respect thereof, or purchase risk participations therein, as applicable) so long as Borrower shall have deposited with Agent Cash Equivalents (as defined below) in an amount equal to one hundred five percent (105%) of the maximum amount then available to be drawn thereunder and in accordance with the provisions of paragraph (c) belowits sole discretion.

Appears in 2 contracts

Samples: Credit Agreement (Western Digital Corp), Credit Agreement (Western Digital Corp)

Issuance. Subject to the terms Sale and conditions Delivery of the AgreementFirm Units, Agent the Optional Units and Lenders agree to incurthe Underwriters' Warrants. (a) Upon the basis of the representations, from time to time prior to warranties, covenants and agreements of the Commitment Termination DateCompany herein contained, upon the request of Borrower and for Borrower's account, Letter of Credit Obligations by causing Letters of Credit to be issued by GE Capital or a Subsidiary thereof or a bank or other legally authorized Person selected by or acceptable to Agent in its sole discretion (each, an "L/C Issuer") for Borrower's account and guaranteed by Agent; provided, that if the L/C Issuer is a Lender, then such Letters of Credit shall not be guaranteed by Agent but rather each Lender shall, subject to the terms and conditions hereinafter herein set forth, the Company agrees to sell to the several Underwriters, and the Underwriters, severally and not jointly, agree to purchase (or be deemed from the Company, the number of the Firm Units set forth opposite the respective names of the Underwriters in Schedule I hereto, plus any additional Units which such Underwriter may become obligated to have purchased) risk participations in all such Letters purchase pursuant to the provisions of Credit issued with the written consent of Agent, as more fully described in paragraph (b)(ii) belowSection 14 hereof. The aggregate amount purchase price of the Units to be paid by the several Underwriters shall be $7.20 per Unit ($8.00 per Unit less a ten percent discount). In addition, and upon the same basis, and subject to the same terms and conditions, the Company hereby grants an option to you to purchase, but only for the purpose of covering over-allotments, upon not less than two days' notice from the Representative, the Optional Units, or any portion thereof, at the same price per Unit as that set forth in the preceding sentence; and each Underwriter agrees, severally and not jointly, to purchase Optional Units in the same proportion in which it has agreed to purchase Firm Units. Notwithstanding anything contained herein to the contrary, you individually and not as Representative may purchase all such Letter or any part of Credit Obligations shall the Optional Units and are not obligated to offer the Optional Units to the other Underwriters. The Optional Units may be exercised at any time, and from time exceed to time, thereafter within a period of 45 calendar days following the least of (i) $5,000,000 (the "L/C Sublimit"Effective Date. The time(s) and date(s) (iiif any) so designated for delivery and payment for the Maximum Amount less Optional Units shall be set forth in the aggregate outstanding principal notice to the Company. Such dates are herein defined as the Additional Closing Date(s). (b) Payment for the Firm Units shall be made by certified or official bank checks in New York Clearing House funds, payable to the order of the Company, at the offices of the Representative, or its clearing agent, or at such other place as shall be agreed upon by the Representative and the Company, upon delivery of the Firm Units to the Representative for the respective accounts of the Underwriters. In making payment to the Company, the Representative may first deduct all sums due to it for the balance of the Revolving Credit Advances non-accountable expense allowance (as hereinafter defined). Such delivery and payment shall be made at 10:00 A.M., New York City Time on the Swing Line Loanthird business day after the first day of trading (i.e., and (iiiT+3) the Borrowing Base less the aggregate outstanding principal balance of the Revolving Credit Advances and the Swing Line Loan. No such Letter of Credit shall have an expiry date that is less than 5 Business Days prior to the Commitment Termination Date or more than one year following the date of issuance thereof, unless otherwise determined which may be extended by the Agent, in its sole discretion, and neither Agent nor Lenders shall be under any obligation to incur Letter of Credit Obligations in respect of, or purchase risk participations in, any Letter of Credit having Representative for an expiry date that is later than the Commitment Termination Date; provided, however, that subject to the remaining terms of this Agreement, a Letter of Credit may have an expiry date that is later than 5 Business Days prior to the Commitment Termination Date additional two business days (and, subject to the terms hereof, Agent and Lenders shall be obligated to incur Letter of Credit Obligations in respect thereof, or purchase risk participations therein, as applicable) so long as Borrower shall have deposited with Agent Cash Equivalents (as defined below) in an amount equal to one hundred five percent (105%) of the maximum amount then available to be drawn thereunder and unless postponed in accordance with the provisions of paragraph Section 14 hereof) or at such other time as shall be agreed upon by the Representative and the Company. The time and date of such delivery and payment are hereby defined as the Closing Date. It is understood that each Underwriter has authorized the Representative, for the account of such Underwriter, to accept delivery of, receipt for, and make payment of the purchase price for, the Firm Units which it has agreed to purchase. You, individually, and not as Representative may (but shall not be obligated to) make payment of the purchase price for the Firm Units to be purchased by any Underwriter whose check shall not have been received by the Closing Date, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from its obligations hereunder. (c) belowPayment for the Optional Units shall be made at the offices of the Representative, or its clearing agent or at such other place as shall be agreed upon by the Representative and the Company, in accordance with the notice delivered pursuant to Section 3(a) which shall be no later than seven business days from the expiration of the forty-five day option period. (d) Certificates for the Firm Units and for the Optional Units shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two business days prior to the Closing Date, and the Additional Closing Date(s) (if any). The Company shall permit the Representative to examine and package said certificates for delivery at least one full business day prior to the Closing Date and prior to the Additional Closing Date(s). The Company shall not be obligated to sell or deliver any of the Firm Units except upon tender of payment by the Underwriters for all of the Firm Units agreed to be purchased by them hereunder. The Representative, however, shall have the sole discretion to determine the number of Optional Units, if any, to be purchased. (e) At the time of making payment for the Firm Units, the Company also hereby agrees to sell to the Representative, Underwriters' Unit Warrants to purchase 150,000 Units for an aggregate purchase price of $150. Each Unit issuable upon exercise of the Underwriters' Unit Warrants shall be identical to the Units sold to the public, except that the exercise price of the underlying Warrants shall be at 150% of the then effective exercise price of the Warrants. Each Underwriters' Unit Warrant shall entitle the owner thereof to purchase one Unit of the Company at an exercise price of $12.00 per Unit (150% of the initial public offering price per Unit). Such Underwriters' Unit Warrants are to become exercisable immediately after from the Effective Date, and thereafter shall remain exercisable for a period of five years. For a period of one year after the Effective Date, the Underwriters Unit Warrants shall not be transferable except to co-underwriters, selling group members and their officers or partners. The Underwriters Unit Warrants shall contain customary clauses protecting the holders thereof in the event the Company pays stock dividends, effects stock splits, or effects a sale of assets, merger or consolidation. (f) On and subject to the Closing Date, the Company at its sole expense will give irrevocable instructions to its transfer agent (which it agrees to appoint) to deliver to the Representative for a period of five years from the Closing Date, daily advice sheets showing any transfers of Units, shares of common stock and Warrants and from time to time during the aforesaid period a complete stockholders' list will be promptly furnished by the Company when requested by the Representative on not more than two occasions per year. Furthermore, the Company at its sole expense will give irrevocable instructions to Depository Trust Company for a period of five years from the Closing Date to deliver weekly transfer sheets showing any transfers of Units, shares of common stock and Warrants.

Appears in 2 contracts

Samples: Underwriting Agreement (Worldwide Wireless Inc), Underwriting Agreement (Worldwide Wireless Inc)

Issuance. Subject to the terms and conditions of the Agreement, Agent and Lenders agree to incur, from time to time prior to the Commitment Termination Date, upon the request of Borrower Representative on behalf of the applicable Borrower and for such Borrower's ’s account, Letter of Credit Obligations by causing Letters of Credit to be issued by GE Capital or a Subsidiary thereof or a bank or other legally authorized Person selected by Agent or by Borrower Representative and acceptable to Agent in its sole discretion (each, an "L/C Issuer") for such Borrower's ’s account and guaranteed by Agent; provided, that if the L/C Issuer is a Lender, then such Letters of Credit shall not be guaranteed by Agent but rather each Lender shall, subject to the terms and conditions hereinafter set forth, purchase (or be deemed to have purchased) risk participations in all such Letters of Credit issued with the written consent of Agent, as more fully described in paragraph (b)(ii) below. The aggregate amount of all such Letter of Credit Obligations shall not at any time exceed the least lesser of (i) Fifteen Million Dollars ($5,000,000 15,000,000) (the "L/C Sublimit") and ”), (ii) the Maximum Amount less the aggregate outstanding principal balance of the Revolving Credit Advances and the Swing Line LoanAdvances, and (iii) the Aggregate Borrowing Base (adjusted as if no Letters of Credit are outstanding) less the aggregate outstanding principal balance of the Revolving Credit Advances. Furthermore, the aggregate amount of any Letter of Credit Obligations incurred on behalf of any Borrower shall not at any time exceed such Borrower’s separate Borrowing Base less the aggregate principal balance of the Revolving Credit Advances and the Swing Line Loanto such Borrower. No such Letter of Credit shall have an expiry date that is less than 5 Business Days prior to the Commitment Termination Date or more than one year following the date of issuance thereof, unless otherwise determined by the Agent, in its sole discretiondiscretion (including with respect to customary evergreen provisions), and neither Agent nor Lenders shall be under any obligation to incur Letter of Credit Obligations in respect of, or purchase risk participations in, any Letter of Credit having an expiry date that is later than the Commitment Termination Date; provided, however, that subject to the remaining terms of this Agreement, a Letter of Credit may have an expiry date that is later than 5 Business Days prior to the Commitment Termination Date (and, subject to the terms hereof, Agent and Lenders shall be obligated to incur Letter of Credit Obligations in respect thereof, or purchase risk participations therein, as applicable) so long as Borrower shall have deposited with Agent Cash Equivalents (as defined below) in an amount equal to one hundred five percent (105%) of the maximum amount then available to be drawn thereunder and in accordance with the provisions of paragraph (c) below.

Appears in 2 contracts

Samples: Credit Agreement (Standard Motor Products Inc), Credit Agreement (Standard Motor Products Inc)

Issuance. Subject to the terms and conditions of the Agreement, Agent and Revolving Lenders agree to incur, from time to time prior to the Commitment Termination Date, upon the request of Borrower Representative on behalf of the applicable Borrower and for such Borrower's ’s account, Letter of Credit Obligations by causing Letters of Credit to be issued by GE Capital or a Subsidiary thereof or a bank or other legally authorized Person selected by or acceptable to Agent in its sole discretion (each, an "L/C Issuer") on terms acceptable to Agent and Borrowers for such Borrower's ’s account and guaranteed by Agent; provided, that if the L/C Issuer is a Revolving Lender, then such Letters of Credit shall not be guaranteed by Agent but rather each Revolving Lender shall, subject to the terms and conditions hereinafter set forth, purchase (or be deemed to have purchased) risk participations in all such Letters of Credit issued with the written consent of Agent, as more fully described in paragraph (b)(ii) below. The aggregate amount of all such Letter of Credit Obligations shall not at any time exceed the least of (i) Fifteen Million Dollars ($5,000,000 15,000,000) (the "L/C Sublimit") and ”), (ii) the Maximum Amount less the aggregate outstanding principal balance of the Revolving Credit Advances and the Swing Line LoanLoans, and (iii) the Borrowing Base less the aggregate outstanding principal balance of the Revolving Credit Advances and the Swing Line LoanAvailability. No such Letter of Credit shall have an expiry date that is less than 5 Business Days prior to the Commitment Termination Date or more than one year following the date of issuance thereof, unless otherwise determined by the Agent, in its sole discretiondiscretion (including with respect to customary evergreen provisions); provided that any Letter of Credit with a one-year term may provide for renewal thereof for an additional one-year period (which shall in no event extend beyond the Commitment Termination Date); provided, further, L/C Issuer may, and neither at the request of the Requisite Lenders shall, elect not to permit such renewal by giving 30 days’ prior written notice to Borrower Representative and the beneficiary of such Letter of Credit of its intent not to renew such Letter of Credit. Neither Agent nor Revolving Lenders shall be under any obligation to incur Letter of Credit Obligations in respect of, or purchase risk participations in, any Letter of Credit having an expiry date that is later than the Commitment Termination Date; provided, however, that subject to the remaining terms of this Agreement, a Letter of Credit may have an expiry date that is later than 5 Business Days prior to the Commitment Termination Date (and, subject to the terms hereof, Agent and Lenders shall be obligated to incur Letter of Credit Obligations in respect thereof, or purchase risk participations therein, as applicable) so long as Borrower shall have deposited with Agent Cash Equivalents (as defined below) in an amount equal to one hundred five percent (105%) of the maximum amount then available to be drawn thereunder and in accordance with the provisions of paragraph (c) below.

Appears in 2 contracts

Samples: Senior Secured, Super Priority Debtor in Possession Credit Agreement (Milacron Inc), Senior Secured, Super Priority Debtor in Possession Credit Agreement (Milacron Inc)

Issuance. (i) Subject to the terms and conditions of the Agreement, the Administrative Agent and the Lenders agree to incur, from time to time prior to the Commitment Termination Date, upon the request of the Borrower and for Borrower's ’s account, Letter of Credit Obligations by causing Letters of Credit to be issued by GE Capital or a Subsidiary thereof or a bank or other legally authorized Person selected by or acceptable to Agent in its sole discretion either (each, x) an "L/C Issuer") for Borrower's account and guaranteed by Agent; provided, that if the L/C Issuer which is also a LenderLender hereunder, then in which case such Letters of Credit shall not be guaranteed by the Administrative Agent but rather each Lender shall, subject to the terms and conditions hereinafter set forth, purchase (or be deemed to have purchased) risk participations in all draws on such Letters of Credit issued shall be reimbursable by the Borrower in accordance with Section 2.12(b) below, or (y) an L/C Issuer which is not a Lender (a “Third-Party L/C Issuer”), in which case such Letters of Credit will be guaranteed by the written consent Administrative Agent and draws on such Letters of AgentCredit will be reimbursed by the Borrower pursuant to Section 2.12(b) below, as more fully described in paragraph and if the Borrower fails to do so, by the Administrative Agent pursuant to the terms of a guaranty by the Administrative Agent (b)(iithe “L/C Guaranty”) and any payment by the Administrative Agent pursuant to the applicable L/C Guaranty shall be repaid by the Borrower pursuant to the terms of Section 2.12(b) below. The aggregate amount of all such Letter of Credit Obligations shall not at any time exceed the least lesser of (i) $5,000,000 (the "L/C Sublimit") , and (ii) the Maximum Amount less excess (if any) of (1) the lesser of (A) the Aggregate Commitment and (B) the Borrowing Base, over (2) the aggregate outstanding principal balance amount of the Revolving Credit Advances and the Swing Line Loan, and (iii) the Borrowing Base less the aggregate outstanding principal balance of the Revolving Credit Advances and the Swing Line LoanAdvances. No such Letter of Credit shall have an expiry date that is less than 5 Business Days prior to the Commitment Termination Date or more than one year following the date of issuance thereof or, in the case of any direct-pay Letter of Credit, three years following the date of issuance thereof, unless otherwise determined by the Agent, Administrative Agent in its sole discretiondiscretion (including with respect to customary evergreen provisions), and neither the Administrative Agent nor Lenders any Lender shall be under any obligation to incur Letter of Credit Obligations in respect of, or purchase risk participations in, any Letter of Credit having an expiry date that is later than the Commitment Termination Date; provided. (ii) Any action taken or omitted to be taken by the Administrative Agent or any L/C Issuer under or in connection with any Letter of Credit, howeverif taken or omitted in the absence of gross negligence or willful misconduct, that subject shall not put the Administrative Agent or such L/C Issuer under any resulting liability to the remaining terms of this AgreementBorrower, any Lender or any other Person. In determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof, the L/C Issuer may have an expiry date accept documents that is later than 5 Business Days prior appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the Commitment Termination Date (contrary and, subject in making any payment under any Letter of Credit, the L/C Issuer may rely exclusively on the documents presented to the terms hereof, Agent and Lenders shall be obligated to incur it under such Letter of Credit Obligations in respect thereof, or purchase risk participations as to any and all matters set forth therein, as applicable) so long as Borrower shall have deposited with Agent Cash Equivalents (as defined below) including reliance on the amount of any draft presented under such Letter of Credit, whether or not the amount due to the beneficiary thereunder equals the amount of such draft and whether or not any document presented pursuant to such Letter of Credit proves to be insufficient in an amount equal any respect, if such document on its face appears to one hundred five percent (105%) be in order, and whether or not any other statement or any other document presented pursuant to such Letter of Credit proves to be forged or invalid or any statement therein proves to be inaccurate or untrue in any respect whatsoever, and any noncompliance in any immaterial respect of the maximum amount then available to be drawn thereunder and in accordance documents presented under such Letter of Credit with the provisions terms thereof shall, in each case, be deemed not to constitute willful misconduct or gross negligence of paragraph (c) belowthe L/C Issuer.

Appears in 1 contract

Samples: Receivables Funding Agreement (Ak Steel Holding Corp)

Issuance. Subject to the terms and conditions of the Agreement, Agent and Revolving Lenders agree to incur, from time to time prior to the Commitment Termination Date, upon the request of Borrower and for Borrower's ’s account, Letter of Credit Obligations by causing Letters of Credit to be issued by GE Capital or a Subsidiary thereof or a bank or other legally authorized Person selected by or acceptable to Agent in its sole discretion (each, an "L/C Issuer") for Borrower's ’s account and guaranteed by Agent; provided, that if the L/C Issuer is a Revolving Lender, then such Letters of Credit shall not be guaranteed by Agent but rather each Revolving Lender shall, subject to the terms and conditions hereinafter set forth, purchase (or be deemed to have purchased) risk participations in all such Letters of Credit issued with the written consent of Agent, as more fully described in paragraph (b)(ii) below. The aggregate amount of all such Letter of Credit Obligations shall not at any time exceed the least of (i) Ten Million Dollars ($5,000,000 10,000,000) (the "L/C Sublimit") and ”), (ii) the Maximum Amount less the aggregate outstanding principal balance of the Revolving Credit Advances and the Swing Line Loan, and (iii) the Borrowing Base less the aggregate outstanding principal balance of the Revolving Credit Advances and the Swing Line Loan. No such Letter of Credit shall have an expiry date that is less than 5 Business Days prior to the Commitment Termination Date or more than one year following the date of issuance thereof, unless otherwise determined by the Agent, Agent in its sole discretion, and neither Agent nor Revolving Lenders shall be under any obligation to incur Letter of Credit Obligations in respect of, or purchase risk participations in, any Letter of Credit having an expiry date that is later than the Commitment Termination Date; provided, however, that subject to the remaining terms of this Agreement, a Letter of Credit may have an expiry date that is later than 5 Business Days prior to the Commitment Termination Date (and, subject to the terms hereof, Agent and Lenders shall be obligated to incur Letter of Credit Obligations in respect thereof, or purchase risk participations therein, as applicable) so long as Borrower shall have deposited with Agent Cash Equivalents (as defined below) in an amount equal to one hundred five percent (105%) of the maximum amount then available to be drawn thereunder and in accordance with the provisions of paragraph (c) below.

Appears in 1 contract

Samples: Credit Agreement (Navarre Corp /Mn/)

Issuance. Subject to the terms and conditions of the Agreement, Agent and Revolving Lenders agree to incur, from time to time prior to the Commitment Termination Date, upon the request of Borrower Representative on behalf of the applicable Borrower and for such Borrower's ’s account, Letter of Credit Obligations by causing Letters of Credit to be issued by GE Capital or a Subsidiary thereof or a bank or other legally authorized Person selected by or acceptable to Agent in its sole discretion (each, an "L/C Issuer") on terms acceptable to Agent and Borrowers for such Borrower's ’s account and guaranteed by Agent; provided, that if the L/C Issuer is a Revolving Lender, then such Letters of Credit shall not be guaranteed by Agent but rather each Revolving Lender shall, subject to the terms and conditions hereinafter set forth, purchase (or be deemed to have purchased) risk participations in all such Letters of Credit issued with the written consent of Agent, as more fully described in paragraph (b)(ii) below. The aggregate amount of all such Letter of Credit Obligations shall not at any time exceed the least of (i) Twenty Five Million Dollars ($5,000,000 25,000,000) (the "L/C Sublimit") and ”), (ii) the Maximum Amount less the aggregate outstanding principal balance of the Revolving Credit Advances Loans and the Swing Line LoanExport-Related Advances, and (iii) the Primary Borrowing Base less the aggregate outstanding principal balance of the Revolving Credit Advances and the Swing Line LoanAvailability. No such Letter of Credit shall have an expiry date that is less than 5 Business Days prior to the Commitment Termination Date or more than one year following the date of issuance thereof, unless otherwise determined by the Agent, in its sole discretiondiscretion (including with respect to customary evergreen provisions); provided that any Letter of Credit with a one-year term may provide for renewal thereof for an additional one-year period (which shall in no event extend beyond the Commitment Termination Date); provided, further, L/C Issuer may, and neither at the request of the Requisite Lenders shall, elect not to permit such renewal by giving 30 days' prior written notice to Borrower Representative and the beneficiary of such Letter of Credit of its intent not to renew such Letter of Credit. Neither Agent nor Revolving Lenders shall be under any obligation to incur Letter of Credit Obligations in respect of, or purchase risk participations in, any Letter of Credit having an expiry date that is later than the Commitment Termination Date; provided, however, that subject to the remaining terms of this Agreement, a Letter of Credit may have an expiry date that is later than 5 Business Days prior to the Commitment Termination Date (and, subject to the terms hereof, Agent and Lenders shall be obligated to incur Letter of Credit Obligations in respect thereof, or purchase risk participations therein, as applicable) so long as Borrower shall have deposited with Agent Cash Equivalents (as defined below) in an amount equal to one hundred five percent (105%) of the maximum amount then available to be drawn thereunder and in accordance with the provisions of paragraph (c) below.

Appears in 1 contract

Samples: Credit Agreement (Milacron Inc)

Issuance. Subject to the terms and conditions of the Agreement, Agent and Revolving Lenders agree to incur, from time to time prior to the Commitment Termination Date, upon the request of Borrower Representative on behalf of the applicable Borrower and for such Borrower's account, Letter of Credit Obligations by causing Letters of Credit to be issued (by GE Capital or a Subsidiary thereof or a bank or other legally authorized Person selected by or acceptable to Agent in its sole discretion (each, an "L/C Issuer")) for such Borrower's account and guaranteed by Agent; provided, however, that if the L/C Issuer is a Revolving Lender, then such Letters of Credit shall not be guaranteed by Agent but rather each Revolving Lender shall, subject to the terms and conditions hereinafter set forth, purchase (or be deemed to have purchased) risk participations in all such Letters of Credit issued with the written consent of Agent, as more fully described in paragraph (b)(ii) below. The aggregate amount of all such Letter of Credit Obligations shall not at any time exceed the least of (i) Two Million Dollars ($5,000,000 2,000,000) (the "L/C Sublimit") ), and (ii) the Maximum Amount less the aggregate outstanding principal balance of the Revolving Credit Advances and the Swing Line Loan, and (iii) the Aggregate Borrowing Base less the aggregate outstanding principal balance of the Revolving Credit Advances and the Swing Line Loan. Furthermore, the aggregate amount of any Letter of Credit Obligations incurred on behalf of any Borrower shall not at any time exceed such Borrower's separate Borrowing Base less the aggregate principal balance of the Revolving Credit Advances and the Swing Line Loan to such Borrower. No such Letter of Credit shall have an expiry date that which is less than 5 Business Days prior to the Commitment Termination Date or more than one year following the date of issuance thereof, unless otherwise determined by the Agent, in its sole discretion, and neither Agent nor Revolving Lenders shall be under any obligation to incur Letter of Credit Obligations in respect of, or purchase risk participations in, any Letter of Credit having an expiry date that which is later than the Commitment Termination Date; provided, however, that subject to the remaining terms of this Agreement, a Letter of Credit may have an expiry date that is later than 5 Business Days prior to the Commitment Termination Date (and, subject to the terms hereof, Agent and Lenders shall be obligated to incur Letter of Credit Obligations in respect thereof, or purchase risk participations therein, as applicable) so long as Borrower shall have deposited with Agent Cash Equivalents (as defined below) in an amount equal to one hundred five percent (105%) of the maximum amount then available to be drawn thereunder and in accordance with the provisions of paragraph (c) below.

Appears in 1 contract

Samples: Credit Agreement (Verdant Brands Inc)

Issuance. Subject to the terms and conditions of the this Agreement, Funding Agent and Lenders agree to incur, from time to time prior to the Commitment Termination Date, upon the request of Borrower Representative on behalf of Borrowers’ and for Borrower's Borrowers’ account, Letter of Credit Obligations by causing with respect to Letters of Credit to be issued by GE Capital or a Subsidiary thereof or a bank or other legally authorized Person selected by or acceptable to Agent in its sole discretion (each, an "L/C Issuer") for Borrower's account and guaranteed by Agent; provided, that if the L/C Issuer is a Lender, then such Letters of Credit shall not be guaranteed by Agent but rather each for Borrowers’ account. Each Lender shall, subject to the terms and conditions hereinafter set forth, purchase (or be deemed to have purchased) risk participations in all such Letters of Credit issued with the written consent of Funding Agent, as more fully described in paragraph (b)(ii) belowSection 2.2(b)(ii). The aggregate amount of all such Letter of Credit Obligations shall not at any time exceed the least of (i) $5,000,000 75,000,000 (the "L/C Sublimit") and ”), (ii) the Maximum Amount less the aggregate outstanding principal balance of the Revolving Credit Advances and the Swing Line Loan, and (iii) the Borrowing Base less Availability. No such Letter of Credit Obligations may be incurred at any time the aggregate outstanding principal balance amount of the Revolving Credit Advances Loans and the Swing Line LoanLoans equals $150,000,000 unless Available Liquid Cash shall have been reduced to zero prior to such incurrence. No such Letter of Credit shall have an expiry date that is less than 5 Business Days prior to the Commitment Termination Date or more than one year following the date of issuance thereof, but may contain provisions for automatic renewal thereof for periods not in excess of one (1) year, unless otherwise reasonably determined by the AgentFunding Agent and L/C Issuer, in its their respective sole discretion, and neither Funding Agent nor Lenders shall be under any obligation to incur Letter of Credit Obligations in respect of, or purchase risk participations in, any Letter of Credit having an expiry date that is later than the 5th day prior to the date set forth in clause (a) of the definition of Commitment Termination Date; provided, however, further that subject to the remaining terms of this Agreement, a Letter of Credit may have an expiry may, upon the request of the applicable Borrower, be renewed for a period beyond the date that is later than 5 five Business Days prior to the Commitment Termination Date (and, maturity date thereof if such Letter of Credit has become subject to cash collateralization (at 105% of the terms hereofface value of such Letter of Credit) or other arrangements, in each case reasonably satisfactory to Funding Agent and the L/C Issuer, and the L/C Issuer has released the Lenders shall be obligated in writing from their participation obligations with respect to incur such Letter of Credit. Notwithstanding anything to the contrary contained herein, any L/C Issuer may only issue Letters of Credit to the extent permitted by applicable law. If (i) any Lender is a Non-Funding Lender or Agent determines that any of the Lenders is an Impacted Lender and (ii) the reallocation of that Non-Funding Lender’s or Impacted Lender’s Letter of Credit Obligations in respect thereofto the other Lenders would reasonably be expected to cause the Letter of Credit Obligations and Loans of any Lender to exceed its Commitment (an “Affected L/C Issuer”), taking into account the amount of outstanding Revolving Loans, then no Affected L/C Issuer shall issue or renew any Letters of Credit unless the Non-Funding or Impacted Lender has been replaced, the Letter of Credit Obligations have been cash collateralized, or purchase risk participations therein, as applicable) so long as Borrower shall have deposited with Agent Cash Equivalents (as defined below) in an amount equal to one hundred five percent (105%) the Commitment of the maximum amount then available to be drawn thereunder and other Lenders has been increased in accordance with Section 12.2(c) by an amount sufficient to satisfy Agent that all additional Letter of Credit Obligations will be covered by all Lenders who are not Non-Funding Lenders or Impacted Lenders. Each Letter of Credit will be denominated in Dollars or an Alternate Currency, at the provisions request of paragraph (c) belowBorrowers.

Appears in 1 contract

Samples: Revolving Loan Credit Agreement (Visteon Corp)

Issuance. Subject to the terms and conditions of the Agreement, Agent and Lenders agree to incur, from time to time until 30 days prior to the Commitment Termination Date, upon the request of Borrower and for Borrower's ’s account, Letter of Credit Obligations by causing Letters of Credit to be issued by GE Capital Bank of America or a Subsidiary thereof or a bank or other legally authorized Person selected by or acceptable to Agent in its sole discretion an Affiliate of Bank of America (each, an "L/C Issuer") for Borrower's ’s account and guaranteed by Agent; provided, that if the L/C Issuer is a Lender, then such Letters of Credit shall not be guaranteed by Agent but rather each Lender shall, subject to the terms and conditions hereinafter set forth, purchase (or be deemed to have purchased) risk participations in all such Letters of Credit issued with the written consent of Agent, as more fully described in paragraph (b)(ii) below. The aggregate amount of all such Letter of Credit Obligations shall not at any time exceed the least of (i) Twenty-Five Million Dollars ($5,000,000 25,000,000) (the "L/C Sublimit") ”), and (ii) the Maximum Amount less the aggregate outstanding principal balance of the Revolving Credit Advances and the Swing Line Loan, and (iii) the Borrowing Base less the aggregate outstanding principal balance of the Revolving Credit Advances and the Swing Line Loan. No such Letter of Credit shall have an expiry date that is less than 5 Business Days prior to the Commitment Termination Date or more than one year following the date of issuance thereof, unless otherwise determined by the Agent, Agent in its sole discretiondiscretion (including with respect to customary evergreen provisions), and neither Agent nor Lenders shall be under any obligation to incur Letter of Credit Obligations in respect of, or purchase risk participations in, any Letter of Credit having an expiry date that is later than the Commitment Termination Date; provided, however, that subject to the remaining terms of this Agreement, a Letter of Credit may have an expiry date that is later than 5 Business Days prior to the Commitment Termination Date (and, subject to the terms hereof, Agent and Lenders shall be obligated to incur Letter of Credit Obligations in respect thereof, or purchase risk participations therein, as applicable) so long as Borrower shall have deposited with Agent Cash Equivalents (as defined below) in an amount equal to one hundred five percent (105%) of the maximum amount then available to be drawn thereunder and in accordance with the provisions of paragraph (c) below.

Appears in 1 contract

Samples: Credit Agreement (Synnex Corp)

Issuance. Subject to the terms and conditions of the this Agreement, Agent and Lenders agree agrees to incur, incur from time to time prior to the Commitment Termination Datetime, upon the request of Borrower on behalf of Borrower and for Borrower's ’s account, Letter of Credit Obligations and Eligible Trade L/C Obligations by causing Letters of Credit and Eligible Trade L/Cs to be issued on terms acceptable to Agent and by GE Capital or Agent, a Subsidiary thereof subsidiary of Agent or a bank or other legally authorized Person selected by or acceptable to Agent in its sole discretion and Borrower (each, an "L/C Issuer") for Borrower's ’s account and guaranteed by Agent; provided, however, that if the L/C Issuer is a Lender, then such Letters of Credit shall not be guaranteed by Agent but rather each Lender shall, subject to the terms and conditions hereinafter set forth, purchase (or be deemed to have purchased) risk participations in all such Letters of Credit issued with the written consent of Agent, as more fully described in paragraph (b)(ii) below. The aggregate amount of the sum of all such Letter of Credit Obligations plus Eligible Trade L/C Obligations shall not at any time exceed the least lesser of (i) Seventy-Five Million Dollars ($5,000,000 75,000,000) (the "L/C Sublimit") and ”), or (ii) the Maximum Amount less the aggregate outstanding principal balance of the Revolving Credit Advances and the Swing Line Loan, and (iii) Advances; provided further that Letter of Credit Obligations plus Eligible Trade L/C Obligations shall not exceed the Borrowing Base less the aggregate outstanding principal balance of the Revolving Credit Advances and the Swing Line LoanAdvances. No such Letter of Credit Obligation or Eligible Trade L/C Obligation shall have an expiry date that which is less than 5 Business Days prior to the Commitment Termination Date or more than one year following the date of issuance thereof, unless otherwise determined by and Agent and the Agent, in its sole discretion, and neither Agent nor Lenders shall be under any no obligation to incur Letter of Credit Obligations or Eligible Trade L/C Obligations in respect of, or purchase risk participations in, of any Letter of Credit or Eligible Trade L/C having an expiry date that which is later than the Commitment Termination Date; provided, however, that subject . The Borrower may request to change the remaining terms of this Agreement, a Letter of Credit may have an expiry date that is later than 5 Business Days prior to the Commitment Termination Date (andLC Issuer, subject to the terms hereofconsent by Agent, Agent and Lenders which consent shall not be obligated to incur Letter of Credit Obligations in respect thereof, or purchase risk participations therein, as applicable) so long as Borrower shall have deposited with Agent Cash Equivalents (as defined below) in an amount equal to one hundred five percent (105%) of the maximum amount then available to be drawn thereunder and in accordance with the provisions of paragraph (c) belowunreasonably withheld.

Appears in 1 contract

Samples: Credit Agreement (Wilsons the Leather Experts Inc)

Issuance. Subject to the terms and conditions of the Agreement, Agent and Lenders agree to incur, from time to time prior to the Commitment Termination Date, upon the request of Borrower Representative on behalf of the applicable Borrower and for such Borrower's ’s account, Letter of Credit Obligations by causing with respect to Letters of Credit to be issued by GE Capital or a Subsidiary thereof or a bank or other legally authorized Person selected by or acceptable to Agent in its sole discretion (each, an "L/C Issuer") for Borrower's account and guaranteed by Agent; provided, that if the L/C Issuer is a Lender, then for such Letters of Credit shall not be guaranteed by Agent but rather each Borrower’s account. Each Lender shall, subject to the terms and conditions hereinafter set forth, purchase (or be deemed to have purchased) risk participations in all such Letters of Credit issued with the written consent of Agent, as more fully described in paragraph (b)(ii) below. The aggregate amount of all such Letter of Credit Obligations shall not at any time exceed the least of (i) Twenty Million Dollars ($5,000,000 20,000,000) (the "L/C Sublimit") ”), and (ii) the Maximum Amount less the aggregate outstanding principal balance of the Revolving Credit Advances and the Swing Line Loan, and (iii) the Borrowing Base less the aggregate outstanding principal balance of the Revolving Credit Advances and the Swing Line Loan. No such Letter of Credit shall have an expiry date that is less than 5 Business Days prior to the Commitment Termination Date or more than one year following the date of issuance thereof, unless otherwise determined by the Agent, Agent and L/C Issuer in its their respective sole discretiondiscretion (including with respect to customary evergreen provisions), and neither Agent nor Lenders shall be under any obligation to incur Letter of Credit Obligations in respect of, or purchase risk participations in, any Letter of Credit having an expiry date that is later than the Commitment Termination Date; provided, however, that subject to the remaining terms of this Agreement, a Letter of Credit may have an expiry date that is later than 5 Business Days prior to the Commitment Termination Date (and, subject to the terms hereof, Agent and Lenders shall be obligated to incur Letter of Credit Obligations in respect thereof, or purchase risk participations therein, as applicable) so long as Borrower shall have deposited with Agent Cash Equivalents (as defined below) in an amount equal to one hundred five percent (105%) of the maximum amount then available to be drawn thereunder and in accordance with the provisions of paragraph (c) below.

Appears in 1 contract

Samples: Credit Agreement (Huttig Building Products Inc)

Issuance. Subject to From time‑to‑time from the terms and conditions of Closing Date until 91 days before the Agreement, Agent and Lenders agree to incur, from time to time prior to the Commitment Termination Maturity Date, upon at the request of Borrower and for a Borrower's account, Letter of Credit Obligations by causing Letters of Credit to be issued by GE Capital or a Subsidiary thereof or a bank or other legally authorized Person selected by or acceptable to Agent in its sole discretion (each, an "L/C Issuer") for Borrower's account and guaranteed by Agent; provided, that if the L/C Issuer is a Lender, then such Letters of Credit shall not be guaranteed by Agent but rather each Lender any Issuing Bank shall, subject to on the terms and conditions hereinafter set forth, purchase (issue, increase, or be deemed to have purchased) risk participations in all such extend the expiration date of Letters of Credit issued with for the written consent account of Agentthe Company or any of its Subsidiaries on any Business Day. No Letter of Credit will be issued, as more fully described in paragraph increased, or extended: (b)(iii) below. The if such issuance, increase, or extension would cause the Letter of Credit Exposure to exceed (A) the lesser of (1) the aggregate Revolving Commitments and (2) the Collateral Coverage Amount minus (B) the sum of the aggregate outstanding principal amount of all Revolving Advances and the aggregate outstanding principal amount of the Swingline Advances; (ii) unless such Letter of Credit Obligations shall has an expiration date not at any time exceed the least of (i) $5,000,000 (the "L/C Sublimit") and (ii) the Maximum Amount less the aggregate outstanding principal balance of the Revolving Credit Advances and the Swing Line Loan, and (iii) the Borrowing Base less the aggregate outstanding principal balance of the Revolving Credit Advances and the Swing Line Loan. No such Letter of Credit shall have an expiry date that is less than 5 Business Days prior to the Commitment Termination Date or more later than one year following after the date of issuance thereof, unless otherwise determined by the Agentprovided that, in its sole discretion, and neither Agent nor Lenders shall be under any obligation to incur such Letter of Credit Obligations in respect of, or purchase risk participations in, any with a one-year tenor may expressly provide that it is renewable at the option of such Issuing Bank for additional one-year periods; (iii) unless such Letter of Credit having an expiry date is (A) issued in a currency that is later than the Commitment Termination Date; provided, however, that subject an Agreed Currency and (B) is otherwise in form and substance acceptable to such Issuing Bank; (iv) unless such Borrower or Issuing Bank has delivered notice of such request for and issuance of such Letter of Credit to the remaining Administrative Agent; (v) if requested by such Issuing Bank, unless the Borrower has completed, executed and delivered to the Issuing Bank the Issuing Bank's standard form letter of credit application for letters of credit; and (vi) unless such Letter of Credit is governed by the Uniform Customs and Practice for Documentary Credits (1993 Revision), International Chamber of Commerce Publication No. 500, the International Standby Practices (ISP98), International Chamber of Commerce Publication No. 590, or any successor to such publication. If the terms of any letter of credit application referred to in the foregoing clause (v) conflicts with the terms of this Agreement, a Letter of Credit may have an expiry date that is later than 5 Business Days prior to the Commitment Termination Date (and, subject to the terms hereof, Agent and Lenders of this Agreement shall be obligated to incur Letter of Credit Obligations in respect thereof, or purchase risk participations therein, as applicable) so long as Borrower shall have deposited with Agent Cash Equivalents (as defined below) in an amount equal to one hundred five percent (105%) of the maximum amount then available to be drawn thereunder and in accordance with the provisions of paragraph (c) belowcontrol.

Appears in 1 contract

Samples: Credit Agreement (Global Industries LTD)

Issuance. Subject to the terms and conditions of the Agreement, Agent and Revolving Lenders agree to incur, from time to time prior to the Commitment Termination Date, upon the request of European Borrower and for European Borrower's account, Letter of Credit Obligations by causing Letters of Credit to be issued by GE Capital or a Subsidiary thereof or a bank or other legally authorized Person selected by or acceptable to Agent in its sole discretion (each, an "L/C IssuerISSUER") for European Borrower's account and guaranteed by Agent; providedPROVIDED, that if the L/C Issuer is a Revolving Lender, then such Letters of Credit shall not be guaranteed by Agent but rather each Revolving Lender shall, subject to the terms and conditions hereinafter set forth, purchase (or be deemed to have purchased) risk participations in all such Letters of Credit issued with the written consent of Agent, as more fully described in paragraph (b)(ii) below. The aggregate amount of all such Letter of Credit Obligations shall not at any time exceed the least lesser of (i) TEN MILLION DOLLARS ($5,000,000 10,000,000) (the "L/C SublimitSUBLIMIT") and (ii) the European Maximum Amount less the aggregate outstanding principal balance of the European Revolving Credit Advances and the European Swing Line Loan. Furthermore, and (iii) the Borrowing Base less the aggregate outstanding amount of any Letter of Credit Obligations incurred on behalf of any Borrower shall not at any time exceed the aggregate principal balance of the European Revolving Credit Advances and the European Swing Line LoanLoan to European Borrower. No such Letter of Credit shall have an expiry date that is less than 5 Business Days prior to the Commitment Termination Date or more than the earlier of one year following the date of issuance thereof, unless otherwise determined by the Agent, in its sole discretion, and neither Agent nor Revolving Lenders shall be under any obligation to incur Letter of Credit Obligations in respect of, or purchase risk participations in, any Letter of Credit having an expiry date that is later than the Commitment Termination Date; provided, however, that subject to the remaining terms of this Agreement, a Letter of Credit may have an expiry date that which is later than 5 five (5) Business Days prior to the Commitment Termination Date (and, subject to the terms hereof, Agent and Lenders shall be obligated to incur Letter of Credit Obligations in respect thereof, or purchase risk participations therein, as applicable) so long as Borrower shall have deposited with Agent Cash Equivalents (as defined below) in an amount equal to one hundred five percent (105%) of the maximum amount then available to be drawn thereunder and in accordance with the provisions of paragraph (c) belowDate.

Appears in 1 contract

Samples: Credit Agreement (Inverness Medical Innovations Inc)

Issuance. Subject to the terms and conditions of the Agreement, Agent and Tranche A Revolving Lenders agree to incur, from time to time prior to the Commitment Termination Date, upon the request of Borrower Representative on behalf of the applicable Borrower and for such Borrower's ’s account, Letter of Credit Obligations by causing Letters of Credit to be issued by GE Capital or a Subsidiary thereof or a bank or other legally authorized Person selected by or acceptable to Agent in its sole discretion (each, an "L/C Issuer") for such Borrower's ’s account and guaranteed by Agent; provided, that if the L/C Issuer is a Tranche A Revolving Lender, then such Letters of Credit shall not be guaranteed by Agent but rather each Tranche A Revolving Lender shall, subject to the terms and conditions hereinafter set forth, purchase (or be deemed to have purchased) risk participations in all such Letters of Credit issued with the written consent of Agent, as more fully described in paragraph (b)(ii) below. The aggregate amount of all such Letter of Credit Obligations shall not at any time exceed the least of (i) Seventy Five Million Dollars ($5,000,000 75,000,000) (the "L/C Sublimit") and ”), (ii) the Tranche A Maximum Amount less the aggregate outstanding principal balance of the Tranche A Revolving Credit Advances and the Swing Line Loan, and (iii) the Tranche A Borrowing Base less the aggregate outstanding principal balance of the Tranche A Revolving Credit Advances and the Swing Line Loan. No such Letter of Credit shall have an expiry date that is less than 5 Business Days prior to the Commitment Termination Date or more than one year following the date of issuance thereof, unless otherwise determined by the Agent, in its sole discretiondiscretion (including with respect to customary evergreen provisions), and neither Agent nor Tranche A Revolving Lenders shall be under any obligation to incur Letter of Credit Obligations in respect of, or purchase risk participations in, any Letter of Credit having an expiry date that is later than the Commitment Termination Date; provided, however, that subject to the remaining terms of this Agreement, a Letter of Credit may have an expiry date that is later than 5 Business Days prior to the Commitment Termination Date (and, subject to the terms hereof, Agent and Lenders shall be obligated to incur Letter of Credit Obligations in respect thereof, or purchase risk participations therein, as applicable) so long as Borrower shall have deposited with Agent Cash Equivalents (as defined below) in an amount equal to one hundred five percent (105%) of the maximum amount then available to be drawn thereunder and in accordance with the provisions of paragraph (c) below.

Appears in 1 contract

Samples: Credit Agreement (Finlay Fine Jewelry Corp)

Issuance. Subject to the terms and conditions of the Agreement, Revolving Credit Agent and Revolving Lenders agree to incur, from time to time prior to the Commitment Termination Date, upon the request of Borrower Representative on behalf of the Borrowers and for Borrower's such Borrowers' account, Letter of Credit Obligations by causing Letters of Credit to be issued (by GE Capital or a Subsidiary thereof or a bank or other legally authorized Person selected by or acceptable to Revolving Credit Agent in its sole discretion (each, an "L/C Issuer")) for Borrower's the Borrowers' account and guaranteed by Agent; provided, however, that if the L/C Issuer is a Revolving Lender, then such Letters of Credit shall not be guaranteed by Revolving Credit Agent but rather each Revolving Lender shall, subject to the terms and conditions hereinafter set forth, purchase (or be deemed to have purchased) risk participations in all such Letters of Credit issued with the written consent of Revolving Credit Agent, as more fully described in paragraph (b)(ii) below. The aggregate amount of all such Letter of Credit Obligations shall not at any time exceed the least of (i) Two Million Dollars ($5,000,000 2,000,000) (the "L/C Sublimit") ), and (ii) the Maximum Amount less the aggregate outstanding principal balance of the Revolving Credit Advances and the Swing Line LoanAdvances, and (iii) the Aggregate Borrowing Base less the aggregate outstanding principal balance of the Revolving Credit Advances and the Swing Line LoanAdvances. No such Letter of Credit shall have an expiry date that which is less than 5 Business Days prior to the Commitment Termination Date or more than one year following the date of issuance thereof, unless otherwise determined by the Agent, in its sole discretion, and neither Revolving Credit Agent nor Revolving Lenders shall be under any obligation to incur Letter of Credit Obligations in respect of, or purchase risk participations in, any Letter of Credit having an expiry date that is later more than one-year from the Commitment Termination Datedate of issuance; provided, however, that subject to Letters of Credit, if so requested by the remaining terms of this AgreementBorrowers, a Letter of Credit may will have an expiry date that is later than 5 Business Days prior to the Commitment Termination Date (and, subject to the terms hereof, Agent and Lenders shall be obligated to incur Letter of Credit Obligations in respect thereof, or purchase risk participations therein, as applicable) so long as Borrower shall have deposited with Agent Cash Equivalents (as defined below) in an amount equal to one hundred five percent (105%) of the maximum amount then available to be drawn thereunder and in accordance with the provisions of paragraph (c) belowcustomary automatic one-year renewals.

Appears in 1 contract

Samples: Credit Agreement (Precision Partners Inc)

Issuance. Subject to the terms and conditions of the Agreement, Agent and Revolving Lenders agree to incur, from time to time from and after the date hereof and prior to the Commitment Termination Date, upon the request of Borrower and for Borrower's account, Letter of Credit Obligations by causing Letters of Credit to be issued (by GE Capital or a Subsidiary thereof or a bank or other legally authorized Person selected by or acceptable to Agent in its sole discretion (each, an "L/C IssuerISSUER")) for Borrower's account and guaranteed by Agent; providedPROVIDED, HOWEVER, that if the L/C Issuer is a Revolving Lender, then such Letters of Credit shall not be guaranteed by Agent but rather each Revolving Lender shall, subject to the terms and conditions hereinafter set forth, purchase (or be deemed to have purchased) risk participations in all such Letters of Credit issued with the written consent of Agent, as more fully described in paragraph (b)(ii) below. The aggregate amount of all such Letter of Credit Obligations shall not at any time exceed the least of (i) $5,000,000 250,000 (the "L/C SublimitSUBLIMIT") ), and (ii) the Maximum Amount less LESS the aggregate outstanding principal balance of the Revolving Credit Advances and the Swing Line Loan, and (iii) the Borrowing Base less the aggregate outstanding principal balance of the Revolving Credit Advances and the Swing Line LoanAdvances. No such Letter of Credit shall have an expiry date that which is less than 5 Business Days prior to the Commitment Termination Date or more than one year following the date of issuance thereof, unless otherwise determined by the Agent, in its sole discretion, and neither Agent nor Revolving Lenders shall be under any obligation to incur Letter of Credit Obligations in respect of, or purchase risk participations in, any Letter of Credit having an expiry date that which is later than the Commitment Termination Date; provided, however, . All letters of credit issued under the Pre-Petition Credit Agreement shall be deemed to have been issued under such Agreement and shall for all purposes constitute "Letters of Credit" thereunder (provided that subject to the remaining terms no additional issuance fees shall be applicable in respect of this Agreement, a Letter such Letters of Credit) and that such Letters of Credit may have an expiry date that is later than 5 Business Days prior to shall not apply towards calculation of the Commitment Termination Date (and, subject to the terms hereof, Agent L/C Sublimit unless and Lenders shall be obligated to incur Letter until such Letters of Credit Obligations in respect thereof, are renewed or purchase risk participations therein, as applicable) so long as Borrower shall have deposited with Agent Cash Equivalents (as defined below) in an amount equal to one hundred five percent (105%) of the maximum amount then available to be drawn thereunder and in accordance with the provisions of paragraph (c) belowre-issued.

Appears in 1 contract

Samples: Credit Agreement (Morton Industrial Group Inc)

Issuance. Subject to the terms and conditions of the Agreement, Agent and Revolving Lenders agree to incur, from time to time prior to the Commitment Termination Date, upon the request of Borrower Representative on behalf of the applicable Borrower and for such Borrower's account, Letter of Credit Obligations by causing Letters of Credit to be issued by GE Capital Canada or a Subsidiary thereof or a bank or other legally authorized Person selected by or acceptable to Agent in its sole discretion (each, an "L/C Issuer") for such Borrower's account and guaranteed by Agent; provided, that if the L/C Issuer is a Revolving Lender, then such Letters of Credit shall not be guaranteed by Agent but rather each Revolving Lender shall, subject to the terms and conditions hereinafter set forth, purchase (or be deemed to have purchased) risk participations in all such Letters of Credit issued with the written consent of Agent, as more fully described in paragraph PARAGRAPH (b)(ii) below. The aggregate amount of all such Letter of Credit Obligations shall not at any time exceed the least of (i) $5,000,000 TEN MILLION US DOLLARS (US$10,000,000) or the Equivalent Amount in Canadian Dollars (the "L/C Sublimit") ), and (ii) the Maximum Amount less the aggregate outstanding principal balance of (A) the Revolving Credit Advances and the Swing Line Loan and (B) the US Revolving Loan and US Swing Line Loan, and (iii) the Aggregate Borrowing Base less the aggregate outstanding principal balance of (A) the Revolving Credit Advances and the Swing Line Loan and (B) the US Revolving Loan and US Swing Line Loan. No such Letter of Credit shall have an expiry date that is less than 5 Business Days prior to the Commitment Termination Date or more than one year following the date of issuance thereof, unless otherwise determined by the Agent, Agent in its sole discretiondiscretion (including with respect to customary evergreen provisions), and neither Agent nor Revolving Lenders shall be under any obligation to incur Letter of Credit Obligations in respect of, or purchase risk participations in, any Letter of Credit having an expiry date that is later than the Commitment Termination Date; provided, however, that subject to the remaining terms of this Agreement, a Letter of Credit may have an expiry date that is later than 5 Business Days prior to the Commitment Termination Date (and, subject to the terms hereof, Agent and Lenders shall be obligated to incur Letter of Credit Obligations in respect thereof, or purchase risk participations therein, as applicable) so long as Borrower shall have deposited with Agent Cash Equivalents (as defined below) in an amount equal to one hundred five percent (105%) of the maximum amount then available to be drawn thereunder and in accordance with the provisions of paragraph (c) below.

Appears in 1 contract

Samples: Credit Agreement (Ddi Corp)

Issuance. Subject to the terms and conditions of the Agreement, Agent and Revolving Lenders agree to incur, from time to time prior to the Commitment Termination Date, upon the request of (i) US Borrower and for US Borrower's ’s account or (ii) European Borrower and for European Borrower’s account, Letter of Credit Obligations by causing Letters of Credit to be issued by GE Capital or a Subsidiary thereof or a bank or other legally authorized Person selected by or acceptable to Agent in its sole discretion (each, an "L/C Issuer") for the applicable Borrower's ’s account and guaranteed by Agent; provided, that if the L/C Issuer is a Revolving Lender, then such Letters of Credit shall not be guaranteed by Agent but rather each Revolving Lender shall, subject to the terms and conditions hereinafter set forth, purchase (or be deemed to have purchased) risk participations in all such Letters of Credit issued with the written consent of Agent, as more fully described in paragraph (b)(ii) below. The aggregate amount of all such Letter of Credit Obligations shall not at any time exceed the least of THIRTY-FIVE MILLION DOLLARS (i$35,000,000) $5,000,000 (the "L/C Sublimit") and ”); provided that (iiA) the aggregate amount of Letter of Credit Obligations of US Borrower shall not at any time exceed the US Maximum Amount less the aggregate outstanding principal balance of the US Revolving Credit Advances and the US Swing Line Loan, Loan and (iiiB) the Borrowing Base aggregate amount of Letter of Credit Obligations of European Borrower shall not at any time exceed the European Maximum Amount less the aggregate outstanding principal balance of the European Revolving Credit Advances and the European Swing Line Loan. No such Letter of Credit shall have an expiry date that is less than 5 Business Days prior to the Commitment Termination Date or more than the earlier of one year following the date of issuance thereof, unless otherwise determined by the Agent, in its sole discretion, and neither Agent nor Revolving Lenders shall be under any obligation to incur Letter of Credit Obligations in respect of, or purchase risk participations in, any Letter of Credit having an expiry date that is later than the Commitment Termination Date; provided, however, that subject to the remaining terms of this Agreement, a Letter of Credit may have an expiry date that which is later than 5 five (5) Business Days prior to the Commitment Termination Date (and, subject to the terms hereof, Agent and Lenders shall be obligated to incur Letter of Credit Obligations in respect thereof, or purchase risk participations therein, as applicable) so long as Borrower shall have deposited with Agent Cash Equivalents (as defined below) in an amount equal to one hundred five percent (105%) of the maximum amount then available to be drawn thereunder and in accordance with the provisions of paragraph (c) belowDate.

Appears in 1 contract

Samples: Credit Agreement (Inverness Medical Innovations Inc)

Issuance. The parties hereto acknowledge that on and after the Effective Date the Existing Letters of Credit shall be Letters of Credit issued by the Issuing Bank pursuant to this Agreement. Subject to the terms and conditions of the this Agreement, Agent and Lenders agree to incur, from time-to-time to time prior to from the Commitment Termination Closing Date until 15 Business Days before the Maturity Date, upon at the request of Borrower and for the Borrower's account, Letter of Credit Obligations by causing Letters of Credit to be issued by GE Capital or a Subsidiary thereof or a bank or other legally authorized Person selected by or acceptable to Agent in its sole discretion (each, an "L/C Issuer") for Borrower's account and guaranteed by Agent; provided, that if the L/C Issuer is a Lender, then such Letters of Credit shall not be guaranteed by Agent but rather each Lender Issuing Bank shall, subject to on the terms and conditions hereinafter set forth, purchase (issue, increase, or be deemed to have purchased) risk participations in all such extend the expiration date of Letters of Credit issued for the account of the Borrower or for the account of any Subsidiary of the Borrower (in which case the Borrower and such Subsidiary shall be co-applicants with respect to such Letter of Credit) on any Business Day. No Letter of Credit will be issued, increased, or extended: (i) if such issuance, increase, or extension would cause the written consent Letter of Agent, as more fully described in paragraph Credit Exposure to exceed the lesser of (b)(iiA) below. The $15,000,000 and (B) the lesser of (1) the aggregate Revolving Commitments minus the aggregate outstanding principal amount of all Revolving Advances and (2) the Borrowing Base minus the aggregate outstanding principal amount of all Revolving Advances; (ii) unless such Letter of Credit Obligations shall has an expiration date not at any time exceed later than the least earlier of (iA) $5,000,000 (one year after the "L/C Sublimit") date of issuance thereof and (iiB) the Maximum Amount less the aggregate outstanding principal balance of the Revolving Credit Advances and the Swing Line LoanMaturity Date; provided that, and (iii) the Borrowing Base less the aggregate outstanding principal balance of the Revolving Credit Advances and the Swing Line Loan. No any such Letter of Credit with a one-year tenor may expressly provide that it is renewable at the option of the Issuing Bank for additional one-year periods (which shall have an expiry date in no event extend beyond the Maturity Date), provided that is less than 5 Business Days prior to the Commitment Termination Date or more than one year following the date of issuance thereof, unless otherwise determined by the Agent, in its sole discretion, and neither Agent nor Lenders shall be under any obligation to incur such Letter of Credit Obligations in respect of, or purchase risk participations in, any is cancelable upon at least 30 days’ notice given by the Issuing Bank to the beneficiary of such Letter of Credit; (iii) unless such Letter of Credit having an expiry date that is later than the Commitment Termination Date; provided, however, that subject in form and substance acceptable to the remaining Issuing Bank in its reasonable discretion; (iv) unless the Borrower has delivered to the Issuing Bank a completed and executed Letter of Credit Application; and (v) unless such Letter of Credit is governed by the Uniform Customs and Practice for Documentary Credits (1993 Revision), International Chamber of Commerce Publication No. 500 or any successor to such publication. If the terms of any letter of credit application referred to in the foregoing clause (iv) conflicts with the terms of this Agreement, a Letter of Credit may have an expiry date that is later than 5 Business Days prior to the Commitment Termination Date (and, subject to the terms hereof, Agent and Lenders of this Agreement shall be obligated to incur Letter of Credit Obligations in respect thereof, or purchase risk participations therein, as applicable) so long as Borrower shall have deposited with Agent Cash Equivalents (as defined below) in an amount equal to one hundred five percent (105%) of the maximum amount then available to be drawn thereunder and in accordance with the provisions of paragraph (c) belowcontrol.

Appears in 1 contract

Samples: Credit Agreement (Diamondback Energy Services, Inc.)

Issuance. Subject to the terms and conditions hereof and of the AgreementLOC Documents, Agent if any, and any other terms and conditions which the Credit-Linked Issuing Lender may reasonably require, during the Credit-Linked Commitment Period the Credit-Linked Issuing Lender shall issue, and the Credit-Linked Lenders agree to incurshall participate in, standby Credit-Linked Letters of Credit for the account of the Borrower from time to time prior upon request in a form acceptable to the Commitment Termination Date, upon the request of Borrower and for Borrower's account, Letter of Credit Obligations by causing Letters of Credit to be issued by GE Capital or a Subsidiary thereof or a bank or other legally authorized Person selected by or acceptable to Agent in its sole discretion (each, an "L/C Issuer") for Borrower's account and guaranteed by AgentCredit-Linked Issuing Lender; provided, however, that if (i) the L/C Issuer is a Lender, then such Letters of Credit shall not be guaranteed by Agent but rather each Lender shall, subject to the terms and conditions hereinafter set forth, purchase (or be deemed to have purchased) risk participations in all such Letters of Credit issued with the written consent of Agent, as more fully described in paragraph (b)(ii) below. The aggregate amount of all such Letter of Credit Credit-Linked LOC Obligations shall not at any time exceed the least lesser of (iA) SEVENTY-FIVE MILLION DOLLARS ($5,000,000 75,000,000) (as reduced from time to time in accordance with the terms of Section 2.5(d)(ii) or Section 2.8(a), the "L/C SublimitCredit-Linked LOC Committed Amount") and (B) the principal amount of the Credit-Linked Deposit, (ii) with regard to each Credit-Linked Lender individually, (A) the Maximum Amount less sum of such Credit-Linked Lender's Credit-Linked Commitment Percentage of the outstanding Credit-Linked LOC Obligations shall not exceed such Credit-Linked Lender's Credit-Linked Deposit and (B) the sum of such Credit-Linked Lender's Credit-Linked Commitment Percentage of the aggregate outstanding principal balance amount of the Revolving Credit Advances and the Swing Line Loanoutstanding Term Loans plus outstanding Credit-Linked LOC Obligations shall not at any time exceed such Credit-Linked Lender's Credit-Linked Commitment, and (iii) with regard to the Borrowing Base less Credit-Linked Lenders collectively, the sum of the aggregate principal amount of outstanding principal balance Term Loans plus outstanding Credit-Linked LOC Obligations shall not at any time exceed the Credit-Linked Committed Amount then in effect, (iv) no Credit-Linked Letter of Credit may be issued without the Revolving Administrative Agent confirming in writing to any Credit-Linked Issuing Lender (other than the Administrative Agent in its capacity as a Credit-Linked Issuing Lender) that, after giving effect to the issuance of such Credit-Linked Letter of Credit, the requirement set forth in clause (iii) above shall be satisfied, (v) all Credit-Linked Letters of Credit Advances shall be denominated in Dollars and (vi) Credit-Linked Letters of Credit shall be issued for any lawful corporate purposes, including in connection with workers' compensation and other insurance programs. Except as otherwise expressly agreed upon by all the Swing Line Loan. No such Credit-Linked Lenders, no Credit-Linked Letter of Credit shall have an original expiry date that is less than 5 Business Days prior to the Commitment Termination Date or more than one year following twelve (12) months from the date of issuance thereof, unless otherwise determined by the Agent, in its sole discretion, and neither Agent nor Lenders shall be under any obligation to incur Letter of Credit Obligations in respect of, or purchase risk participations in, any Letter of Credit having an expiry date that is later than the Commitment Termination Dateissuance; provided, however, that subject the expiry dates of Credit-Linked Letters of Credit may be extended annually or periodically from time to time at the remaining request of the Borrower or by operation of the terms of this Agreement, a the applicable Letter of Credit may to a date not more than twelve (12) months from the date of extension; provided, further, that (x) no Credit-Linked Letter of Credit, as originally issued or as extended, shall have an expiry date extending beyond the date that is later than 5 Business Days ten (10) days prior to the Commitment Termination Credit-Linked Maturity Date and (and, subject to y) if an Event of Default exists at the terms hereof, Agent and Lenders shall be obligated to incur time such Credit-Linked Letter of Credit Obligations in respect thereofis to be extended, or purchase risk participations thereinthe Credit-Linked Issuing Lender may or, as applicable) so long as Borrower shall have deposited with Agent Cash Equivalents (as defined below) in an amount equal to one hundred five percent (105%) at the direction of Credit-Linked Lenders holding more than 50% of the maximum amount then available Credit-Linked Commitments, the Credit-Linked Issuing Lender shall refuse to be drawn thereunder and extend such Credit-Linked Letter of Credit, in accordance which case such Credit-Linked Letter of Credit shall terminate at the end of the current term thereof. Each Credit-Linked Letter of Credit shall comply with the provisions related LOC Documents. The issuance and expiry date of paragraph (c) beloweach Credit-Linked Letter of Credit shall be a Business Day. Any Credit-Linked Letters of Credit issued hereunder shall be in a minimum original face amount of $100,000 or such lesser amount as approved by the Credit-Linked Issuing Lender.

Appears in 1 contract

Samples: Credit Agreement (Gencorp Inc)

Issuance. Subject to the terms and conditions hereof, Administrative Agent agrees, for the ratable risk of the Agreementeach Revolving Lender according to its Pro Rata Share, Agent and Lenders agree to incurprovide for or arrange for, from time to time prior to the Revolving Loan Commitment Termination Date, upon the request of Borrower Representative on behalf of the applicable Borrower and for such Borrower's account, Letter of Credit Obligations by causing Letters of Credit to be issued by GE Capital or a Subsidiary thereof or a bank or other legally authorized Person selected by or acceptable to Administrative Agent in its sole discretion (each, an "L/C Issuer") for such Borrower's account and guaranteed by Administrative Agent; provided, that if the L/C Issuer is a Revolving Lender, then such Letters of Credit shall not be guaranteed by Administrative Agent but rather each Revolving Lender shall, subject to the terms and conditions hereinafter set forth, purchase (or be deemed to have purchased) risk participations in all such Letters of Credit issued with the written consent of Administrative Agent, as more fully described in paragraph (b)(iiSection 2.2(b)(ii) below. The aggregate amount of all such Letter of Credit Obligations shall not at any time exceed the least of (i) (x) until the second anniversary following the Closing Date, Thirty Million Dollars ($5,000,000 30,000,000) and (y) thereafter, Fifty Million Dollars ($50,000,000) (the "L/C Sublimit") and (ii) the Maximum Amount less the aggregate outstanding principal balance of the Revolving Credit Advances and the Swing Line LoanAdvances, and (iii) the Aggregate Borrowing Base less the aggregate outstanding principal balance of the Revolving Credit Advances. Furthermore, the aggregate amount of any Letter of Credit Obligations incurred on behalf of any Borrower shall not at any time exceed such Borrower's separate Borrowing Base less the aggregate principal balance of the Revolving Credit Advances and the Swing Line Loanto such Borrower. No such Letter of Credit shall have an expiry date that is less than 5 Business Days prior to the Commitment Termination Date or more than one year following the date of issuance thereof, unless otherwise determined by the Administrative Agent, in its sole discretiondiscretion (including with respect to customary evergreen provisions), and neither Administrative Agent nor Revolving Lenders shall be under any obligation to incur Letter of Credit Obligations in respect of, or purchase risk participations in, any Letter of Credit having an expiry date that is later than the fifth Business Day that is prior to the Revolving Loan Commitment Termination Date; provided. In addition, however, that subject in no event shall Administrative Agent have any obligation to the remaining terms of this Agreement, a provide or arrange for any Letter of Credit may have an expiry date if any order of any court, arbitrator or other Governmental Authority shall purport by its terms to enjoin or restrain money center banks generally from issuing letters of credit of the type and in the amount of the proposed Letter of Credit, or any law, rule or regulation applicable to money center banks generally or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over money center banks generally shall prohibit, or request that is later than 5 Business Days prior to the Commitment Termination Date (and, subject to the terms hereof, Agent and Lenders shall be obligated to incur proposed L/C Issuer of such Letter of Credit Obligations in respect thereofrefrain from, the issuance of letters of credit generally or purchase risk participations therein, as applicable) so long as Borrower shall have deposited with Agent Cash Equivalents (as defined below) in an amount equal to one hundred five percent (105%) the issuance of the maximum amount then available to be drawn thereunder and in accordance with the provisions such Letters of paragraph (c) belowCredit.

Appears in 1 contract

Samples: Credit Agreement (Coffeyville Resources, Inc.)

Issuance. Subject to the terms and conditions of the this Agreement, Funding Agent and Lenders agree to incur, from time to time prior to the Commitment Termination Date, upon the request of Borrower Representative on behalf of Borrowers’ and for Borrower's Borrowers’ account, Letter of Credit Obligations by causing with respect to Letters of Credit to be issued by GE Capital or a Subsidiary thereof or a bank or other legally authorized Person selected by or acceptable to Agent in its sole discretion (each, an "L/C Issuer") for Borrower's account and guaranteed by Agent; provided, that if the L/C Issuer is a Lender, then such Letters of Credit shall not be guaranteed by Agent but rather each for Borrowers’ account. Each Lender shall, subject to the terms and conditions hereinafter set forth, purchase (or be deemed to have purchased) risk participations in all such Letters of Credit issued with the written consent of Funding Agent, as more fully described in paragraph (b)(ii) belowSection 2.2(b)(ii). The aggregate amount of all such Letter of Credit Obligations shall not at any time exceed the least of (i) $5,000,000 75,000,000 (the "L/C Sublimit") and ”), (ii) the Maximum Amount less the aggregate outstanding principal balance of the Revolving Credit Advances and the Swing Line Loan, and (iii) the Borrowing Base less the aggregate outstanding principal balance of the Revolving Credit Advances and the Swing Line LoanAvailability. No such Letter of Credit shall have an expiry date that is less than 5 Business Days prior to the Commitment Termination Date or more than one year following the date of issuance thereof, but may contain provisions for automatic renewal thereof for periods not in excess of one (1) year, unless otherwise reasonably determined by the AgentFunding Agent and L/C Issuer, in its their respective sole discretion, and neither Funding Agent nor Lenders shall be under any obligation to incur Letter of Credit Obligations in respect of, or purchase risk participations in, any Letter of Credit having an expiry date that is later than the 5th day prior to the date set forth in clause (a) of the definition of Commitment Termination Date; provided, however, further that subject to the remaining terms of this Agreement, a Letter of Credit may have an expiry may, upon the request of the applicable Borrower, be renewed for a period beyond the date that is later than 5 five Business Days prior to the Commitment Termination Date (and, maturity date thereof if such Letter of Credit has become subject to cash collateralization (at 105% of the terms hereofface value of such Letter of Credit) or other arrangements, in each case reasonably satisfactory to Funding Agent and the L/C Issuer, and the L/C Issuer has released the Lenders shall be obligated in writing from their participation obligations with respect to incur such Letter of Credit. Notwithstanding anything to the contrary contained herein, any L/C Issuer may only issue Letters of Credit to the extent permitted by applicable law. If (i) any Lender is a Non-Funding Lender or Agent determines that any of the Lenders is an Impacted Lender and (ii) the reallocation of that Non-Funding Lender’s or Impacted Lender’s Letter of Credit Obligations in respect thereofto the other Lenders would reasonably be expected to cause the Letter of Credit Obligations and Loans of any Lender to exceed its Commitment (an “Affected L/C Issuer”), taking into account the amount of outstanding Revolving Loans, then no Affected L/C Issuer shall issue or renew any Letters of Credit unless the Non-Funding or Impacted Lender has been replaced, the Letter of Credit Obligations have been cash collateralized, or purchase risk participations therein, as applicable) so long as Borrower shall have deposited with Agent Cash Equivalents (as defined below) in an amount equal to one hundred five percent (105%) the Commitment of the maximum amount then available to be drawn thereunder and other Lenders has been increased in accordance with Section 12.2(c) by an amount sufficient to satisfy Agent that all additional Letter of Credit Obligations will be covered by all Lenders who are not Non-Funding Lenders or Impacted Lenders. Each Letter of Credit will be denominated in Dollars or an Alternate Currency, at the provisions request of paragraph (c) belowBorrowers.

Appears in 1 contract

Samples: Revolving Loan Credit Agreement (Visteon Corp)

Issuance. Subject to the terms and conditions of the Agreement, Agent and Lenders agree to incur, from time to time prior to the Commitment Termination Date, upon the request of Borrower and for Borrower's account, Letter of Credit Obligations by causing Letters of Credit to be issued (by GE Capital or a Subsidiary thereof or a bank or other legally authorized Person selected by or acceptable to Agent in its sole discretion (each, an "L/C Issuer")) for Borrower's account and guaranteed by Agent; provided, that if the L/C Issuer is a Lender, then such Letters of Credit shall not be guaranteed by Agent but rather each Lender shall, subject to the terms and conditions hereinafter set forth, purchase (or be deemed to have purchased) risk participations in all such Letters of Credit issued with the written consent of Agent, as more fully described in paragraph (b)(ii) below. The aggregate amount of all such Letter of Credit Obligations shall not at any time exceed the least of (i) Twenty-Five Million Dollars ($5,000,000 25,000,000) (the "L/C Sublimit") and ), (ii) the Maximum Amount less the aggregate outstanding principal balance of the Revolving Credit Advances and the Swing Line Loan, and (iii) the Borrowing Base less the aggregate outstanding principal balance of the Revolving Credit Advances and the Swing Line Loan. No such Letter of Credit shall have an expiry date that is less than 5 Business Days prior to the Commitment Termination Date or more than one year following the date of issuance thereof, unless otherwise determined by the Agent, in its sole discretion, and neither Agent nor Lenders shall be under any obligation to incur Letter of Credit Obligations in respect of, or purchase risk participations in, any Letter of Credit having an expiry date that is later than the Commitment Termination Date; providedDate unless otherwise determined by Agent, however, that subject to the remaining terms of this Agreement, a Letter of Credit may have an expiry date that is later than 5 Business Days prior to the Commitment Termination Date (and, subject to the terms hereof, Agent and Lenders shall be obligated to incur Letter of Credit Obligations in respect thereof, or purchase risk participations therein, as applicable) so long as Borrower shall have deposited with Agent Cash Equivalents (as defined below) in an amount equal to one hundred five percent (105%) of the maximum amount then available to be drawn thereunder and in accordance with the provisions of paragraph (c) belowits sole discretion.

Appears in 1 contract

Samples: Credit Agreement (Western Digital Corp)

Issuance. Subject to the terms and conditions of the Agreement, Agent and Revolving Lenders agree to incur, from time to time prior to the Commitment Termination Date, upon the request of Borrower Representative on behalf of the Borrowers and for any such Borrower's ’s account, Letter of Credit Obligations by causing Letters of Credit to be issued by GE Capital or a Subsidiary thereof or a bank or other legally authorized Person selected by or acceptable to Agent in its sole discretion (each, an "L/C Issuer") for such Borrower's ’s account and guaranteed by Agent; provided, that if the L/C Issuer is a Revolving Lender, then such Letters of Credit shall not be guaranteed by Agent but rather each Revolving Lender shall, subject to the terms and conditions hereinafter set forth, purchase (or be deemed to have purchased) risk participations in all such Letters of Credit issued with the written consent of Agent, as more fully described in paragraph (b)(ii) below. The aggregate amount of all such Letter of Credit Obligations shall not at any time exceed the least of (i) SEVENTY-FIVE MILLION DOLLARS ($5,000,000 75,000,000) (the "L/C Sublimit") and (ii) the Maximum Amount less the aggregate outstanding principal balance of the Revolving Credit Advances and the Swing Line Loan, and (iii) the Borrowing Base less the aggregate outstanding principal balance of the Revolving Credit Advances and the Swing Line Loan. No such Letter of Credit shall have an expiry date that is less than 5 Business Days prior to the Commitment Termination Date or more than one year following the date of issuance thereof (excluding any “ever-green” or similar provision for the renewal thereof), unless otherwise determined agreed to by the Agent, in its sole discretion, and neither Agent nor Revolving Lenders shall be under any obligation to incur Letter of Credit Obligations in respect of, or purchase risk participations in, any Letter of Credit having an expiry date that is later than the Commitment Termination Date; provided. The letters of credit set forth on Schedule B-1 issued by Bank of America, however, that subject N.A. shall be deemed to be Letters of Credit issued under this Agreement (the remaining terms “BofA Letters of Credit”) and shall represent Letter of Credit Obligations under this Agreement, a Letter provided that such BofA Letters of Credit may have an expiry date that is later than 5 Business Days prior to the Commitment Termination Date (and, shall be subject to the terms hereofset forth in this Agreement; and provided, Agent and Lenders shall be obligated to incur Letter further, that such BofA Letters of Credit Obligations in respect thereofshall not be amended, supplemented, extended or purchase risk participations therein, as applicable) so long as Borrower shall have deposited with Agent Cash Equivalents (as defined below) in an amount equal to one hundred five percent (105%) of the maximum amount then available to be drawn thereunder and in accordance with the provisions of paragraph (c) belowotherwise modified.

Appears in 1 contract

Samples: Credit Agreement (Penn Traffic Co)

Issuance. Subject to the terms and conditions of the Agreement, Agent and Lenders agree to incur, from time to time prior to the Commitment Termination Date, upon the request of Borrower Representative on behalf of the applicable Borrower and for such Borrower's account, Letter of Credit Obligations by causing Letters of Credit to be issued by GE Capital or a Subsidiary thereof or a bank or other legally authorized Person selected by or acceptable to Agent in its sole discretion (each, an "L/C Issuer") for such Borrower's account and guaranteed by Agent; provided, that if the L/C Issuer is a Lender, then such Letters of Credit shall not be guaranteed by Agent but rather each Lender shall, subject to the terms and conditions hereinafter set forth, purchase (or be deemed to have purchased) risk participations in all such Letters of Credit issued with the written consent of Agent, as more fully described in paragraph (b)(ii) below. The aggregate amount of all such Letter of Credit Obligations shall not at any time exceed the least of (i) Twenty Five Million Dollars ($5,000,000 25,000,000) (the "L/C Sublimit") and (ii) the Maximum Amount less the aggregate outstanding principal balance of the Revolving Credit Advances and the Swing Line Loan, and (iii) the Aggregate Borrowing Base less the aggregate outstanding principal balance of the Revolving Credit Advances and the Swing Line Loan. Furthermore, the aggregate amount of any Letter of Credit Obligations incurred on behalf of any Borrower shall not at any time exceed such Borrower's separate Borrowing Base less the aggregate principal balance of the Revolving Credit Advances and the Swing Line Loan to such Borrower. No such Letter of Credit shall have an expiry date that is less than 5 Business Days prior to the Commitment Termination Date or more than one year following the date of issuance thereof, unless otherwise determined by the Agent, in its sole discretiondiscretion (including with respect to customary evergreen provisions), and neither Agent nor Lenders shall be under any obligation to incur Letter of Credit Obligations in respect of, or purchase risk participations in, any Letter of Credit having an expiry date that is later than the Commitment Termination Date; provided, however, that subject to the remaining terms of this Agreement, a Letter of Credit may have an expiry date that is later than 5 Business Days prior to the Commitment Termination Date (and, subject to the terms hereof, Agent and Lenders shall be obligated to incur Letter of Credit Obligations in respect thereof, or purchase risk participations therein, as applicable) so long as Borrower shall have deposited with Agent Cash Equivalents (as defined below) in an amount equal to one hundred five percent (105%) of the maximum amount then available to be drawn thereunder and in accordance with the provisions of paragraph (c) below.

Appears in 1 contract

Samples: Credit Agreement (Brightpoint Inc)

Issuance. Subject to the terms and conditions of the Agreement, Agent and Revolving Lenders agree to incur, from time to time prior to the Commitment Termination Date, upon the request of the Borrower Representative and for a Borrower's ’s account, Letter of Credit Obligations by causing Letters of Credit to be issued by GE Capital or a Subsidiary thereof or a bank or other legally authorized Person selected by or acceptable to Agent in its sole discretion (each, an "L/C Issuer") for such Borrower's ’s account and guaranteed by Agent; provided, that if the L/C Issuer is a Revolving Lender, then such Letters of Credit shall not be guaranteed by Agent but rather each Revolving Lender shall, subject to the terms and conditions hereinafter set forth, purchase (or be deemed to have purchased) risk participations in all such Letters of Credit issued with the written consent of Agent, as more fully described in paragraph (b)(ii) below. The aggregate amount of all such Letter of Credit Obligations shall not at any time exceed the least lesser of (i) One Million Five Hundred Thousand Dollars ($5,000,000 1,500,000) (the "L/C Sublimit") ”), and (ii) the Maximum Amount less the aggregate outstanding principal balance of the Revolving Credit Advances and the Swing Line Loan, and (iii) the Borrowing Base less the aggregate outstanding principal balance of the Revolving Credit Advances and the Swing Line LoanAdvances. No such Letter of Credit shall have an expiry date that is less than 5 Business Days prior to the Commitment Termination Date or more than one year following the date of issuance thereof, unless otherwise determined by the Agent, Agent in its sole discretiondiscretion (including with respect to customary evergreen provisions), and neither Agent nor Revolving Lenders shall be under any obligation to incur Letter of Credit Obligations in respect of, or purchase risk participations in, any Letter of Credit having an expiry date that is later than the Commitment Termination Date; provided, however, that subject . Notwithstanding anything else to the remaining terms of this Agreementcontrary herein, if any Lender is a Letter of Credit may have an expiry date that is later than 5 Business Days prior to the Commitment Termination Date (andNon-Funding Lender or Impacted Lender, subject to the terms hereof, Agent and Lenders no L/C Issuer shall be obligated to incur Issue any Letter of Credit unless (i) the Non-Funding Lender or Impacted Lender has been replaced in accordance with Section 1.16 or Section 11.2, (ii) the Letter of Credit Obligations in respect thereofof such Non-Funding Lender or Impacted Lender have been cash collateralized, (iii) the Revolving Loan Commitments of the other Revolving Lenders have been increased by an amount sufficient to satisfy the Agent that all future Letter of Credit Obligations will be covered by all Revolving Lenders that are not Non-Funding Lenders or Impacted Lenders, or purchase risk participations therein(iv) the Letter of Credit Obligations of such Non-Funding Lender or Impacted Lender have been reallocated to other Revolving Lenders in a manner consistent with Section 1.1(d)(ii). Furthermore, GE Capital as applicable) so long an L/C Issuer may elect only to issue Letters of Credit in its own name and may only issue Letters of Credit to the extent permitted by Requirements of Law, and such Letters of Credit may not be acceptable by certain beneficiaries such as Borrower shall have deposited with Agent Cash Equivalents (as defined below) in an amount equal to one hundred five percent (105%) of the maximum amount then available to be drawn thereunder and in accordance with the provisions of paragraph (c) belowinsurance companies.

Appears in 1 contract

Samples: Credit Agreement (Northland Cable Properties Seven Limited Partnership)

Issuance. Subject to the terms and conditions of the Agreement, Administrative Agent and Revolving Lenders agree to incur, from time to time prior to the Commitment Termination Date, upon the request of Borrower and for Borrower's account, Letter of Credit Obligations by causing Letters of Credit to be issued (by GE Capital or a Subsidiary thereof or a bank or other legally authorized Person selected by or acceptable to Administrative Agent in its sole reasonable discretion (each, an "L/C Issuer")) for Borrower's account and guaranteed by Administrative Agent; provided, however, that if the L/C Issuer is a Revolving Lender, then such Letters of Credit shall not be guaranteed by Administrative Agent but rather each Revolving Lender shall, subject to the terms and conditions hereinafter set forth, purchase (or be deemed to have purchased) risk participations in all such Letters of Credit issued with the written consent of Administrative Agent, as more fully described in paragraph (b)(ii) below. The aggregate amount of all such Letter of Credit Obligations shall not at any time exceed the least of (i) Five Million Dollars ($5,000,000 5,000,000) (the "L/C Sublimit") ), and (ii) the Maximum Amount less the aggregate outstanding principal balance of the Revolving Credit Advances and the Swing Line Loan, and (iii) the Borrowing Base less the aggregate outstanding principal balance of the Revolving Credit Advances and the Swing Line Loan. No such Letter of Credit shall have an expiry date that which is less than 5 Business Days prior to the Commitment Termination Date or more than one year following the date of issuance thereof, unless otherwise determined by the Agent, in its sole discretion, and neither Administrative Agent nor Revolving Lenders shall be under any obligation to incur Letter of Credit Obligations in respect of, or purchase risk participations in, any Letter of Credit having an expiry date that which is later than the Commitment Termination Date; provided, however, that subject to the remaining terms of this Agreement, a Letter of Credit may have an expiry date that is later than 5 Business Days prior to the Commitment Termination Date (and, subject to the terms hereof, Agent and Lenders shall be obligated to incur Letter of Credit Obligations in respect thereof, or purchase risk participations therein, as applicable) so long as Borrower shall have deposited with Agent Cash Equivalents (as defined below) in an amount equal to one hundred five percent (105%) of the maximum amount then available to be drawn thereunder and in accordance with the provisions of paragraph (c) below.

Appears in 1 contract

Samples: Credit Agreement (Playcore Inc)

Issuance. Subject At the Closing, ADSX will issue and deliver to the terms and conditions Seller (as the assignee of the Holder) a number of duly authorized, validly issued, fully-paid and non-assessable shares of ADSX common stock (the “ADSX Shares”), free and clear of all Liens (other than encumbrances under this Agreement) and preemptive rights, equal to $3 million divided by the Trailing Price as of the Closing. The Seller hereby agrees that, until the earlier of the Election Date and the VeriChip Exchange Date, and unless ADSX otherwise consents, the Seller shall not sell, assign or otherwise transfer or dispose of the ADSX Shares other than to ADSX or to the Seller’s limited partners, Prairie Capital II, L.P., SE Capital Fund I, L.P., Banc One Capital Partners II, LLC, Xxx Xxxxxxx and Xxx Xxxxxxxx (provided each such Person executes a counterpart to this Agreement, Agent agreeing to be bound by all of the provisions hereof respecting the ADSX Shares and Lenders agree to incur, from time to time prior the Second Payment to the Commitment Termination same extent as the Seller). The ADSX Shares may contain only the following Securities Act and transfer legends (respectively): (i) “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THE SECURITIES MAY NOT BE SOLD OR OFFERED FOR SALE OR OTHERWISE DISTRIBUTED EXCEPT IN CONJUNCTION WITH AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT, OR IN COMPLIANCE WITH RULE 144 OR PURSUANT TO ANOTHER EXEMPTION. THE SECURITIES ARE ALSO SUBJECT TO PROVISIONS OF A REGISTRATION AGREEMENT.” (ii) “THE TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO THE CONDITIONS SPECIFIED IN THE SHARE PURCHASE AGREEMENT, DATED AS OF JUNE 10, 2005 (AS THE SAME MAY BE AMENDED FROM TIME TO TIME), BETWEEN THE ISSUER (THE “COMPANY”) AND CERTAIN OTHER PERSONS, AND THE COMPANY RESERVES THE RIGHT TO REFUSE THE TRANSFER OF SUCH SECURITIES. A COPY OF SUCH CONDITIONS SHALL BE FURNISHED BY THE COMPANY TO THE HOLDER HEREOF UPON WRITTEN REQUEST AND WITHOUT CHARGE. THE SHARES OF STOCK EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO AN IRREVOCABLE PROXY DATED JUNE 10, 2005, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY. THE SHARES OF STOCK EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO AN ESCROW AGREEMENT DATED JUNE 10, 2005, COPIES OF WHICH ARE ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY. THE FOREGOING PROXY AND ESCROW AGREEMENT SHALL BE FURNISHED BY THE COMPANY TO THE HOLDER HEREOF UPON WRITTEN REQUEST AND WITHOUT CHARGE.” Notwithstanding the foregoing but in each case subject to any applicable delivery requirements pursuant to the immediately following paragraph, (A) promptly upon the request of the Seller (but in any event within 5 business days, although no earlier than the Election Date), ADSX shall remove the legend in clause (ii) above from the certificate for such shares, (B) if after the Election Date any such ADSX shares become eligible for sale pursuant to Rule 144(k), ADSX shall deliver a new certificate which bears only a legend requiring compliance with the requirements Rule 144(k), as applicable, promptly (but in any event within 10 business days) upon the request of the holder thereof, (C) on or after the Election Date, upon the request of Borrower the holder thereof in connection with a distribution to the public through a broker, dealer or market maker pursuant to Rule 144 (or any similar provision then in force) under the Securities Act, ADSX shall as promptly as practicable deliver a new certificate which does not bear the Securities Act legend, (D) ADSX shall as promptly as practicable deliver a new certificate which does not bear the Securities Act legend upon registration of the ADSX Shares pursuant to the ADSX Registration Agreement and (E) if in connection with any transfer of the ADSX Shares (other than those described in the previous clauses of this paragraph) the holder thereof delivers to ADSX an opinion of Xxxxxxxx & Xxxxx LLP or such other counsel which (to ADSX’s reasonable satisfaction) is knowledgeable in securities law matters to the effect that no subsequent transfer of the ADSX Shares shall require registration under the Securities Act, then ADSX promptly (but in any event within 10 business days) upon such contemplated transfer shall deliver a new certificate which does not bear the Securities Act legend. Upon receipt by ADSX (or ADSX’s designated representative) of a representation letter (or a facsimile thereof) in a form reasonably acceptable to ADSX from a selling holder indicating such selling holder’s intent to transfer a number of ADSX Shares in a transfer exempt from the registration of the Securities Act (other than pursuant to Rule 144) in compliance with the representation letter and any other reasonably requested and customary delivery requirements, ADSX will deliver promptly (but in any event with sufficient time for Borrower's account, Letter of Credit Obligations by causing Letters of Credit the applicable time period in the immediately preceding paragraph to be issued by GE Capital met) to its transfer agent an opinion or a Subsidiary thereof or a bank or other legally authorized Person selected by or acceptable letter of instruction enabling such selling holder to Agent sell its ADSX Shares in its sole discretion (each, an "L/C Issuer"the transaction(s) for Borrower's account and guaranteed by Agent; provided, that if the L/C Issuer is a Lender, then such Letters of Credit shall not be guaranteed by Agent but rather each Lender shall, subject to the terms and conditions hereinafter set forth, purchase (or be deemed to have purchased) risk participations in all such Letters of Credit issued with the written consent of Agent, as more fully described in paragraph (b)(ii) below. The aggregate amount of all such Letter of Credit Obligations shall not at any time exceed the least of (i) $5,000,000 (the "L/C Sublimit") and (ii) the Maximum Amount less the aggregate outstanding principal balance of the Revolving Credit Advances and the Swing Line Loan, and (iii) the Borrowing Base less the aggregate outstanding principal balance of the Revolving Credit Advances and the Swing Line Loan. No such Letter of Credit shall have an expiry date that is less than 5 Business Days prior to the Commitment Termination Date or more than one year following the date of issuance thereof, unless otherwise determined by the Agent, in its sole discretion, and neither Agent nor Lenders shall be under any obligation to incur Letter of Credit Obligations in respect of, or purchase risk participations in, any Letter of Credit having an expiry date that is later than the Commitment Termination Date; provided, however, that subject to the remaining terms of this Agreement, a Letter of Credit may have an expiry date that is later than 5 Business Days prior to the Commitment Termination Date (and, subject to the terms hereof, Agent and Lenders shall be obligated to incur Letter of Credit Obligations in respect thereof, or purchase risk participations therein, as applicable) so long as Borrower shall have deposited with Agent Cash Equivalents (as defined below) in an amount equal to one hundred five percent (105%) of the maximum amount then available to be drawn thereunder and in accordance with the provisions terms of the representation letter. If ADSX is not of the opinion that such transfer is exempt from the registration requirements of the Securities Act, then ADSX shall promptly (but in any event with sufficient time for the applicable time period in the immediately preceding paragraph to be met) provide written notice thereof to the selling holder, and thereafter upon ADSX’s receipt of an opinion from Xxxxxxxx & Xxxxx LLP or other legal counsel which (cto ADSX’s reasonable satisfaction) belowis knowledgeable in securities law matters that such transfer is exempt from the registration requirements of the Securities Act ADSX shall deliver promptly (but in any event with sufficient time for the applicable time period in the immediately preceding paragraph to be met) to its transfer agent a letter of instruction enabling such selling holder to sell its ADSX Shares in the transaction(s) in accordance with the terms of the representation letter. ADSX shall reimburse the Seller and hold the Seller harmless against the payment of all fees and expenses incurred by the Seller in complying with the terms of this Agreement with respect to a transfer of securities exempt from the registration requirements of the Securities Act (including, without limitation, reasonable attorneys’ fees, including those incurred in connection with the delivery of opinions of counsel).

Appears in 1 contract

Samples: Share Purchase Agreement (VeriChip CORP)

Issuance. Subject to the terms and conditions of the Agreement, Agent and Revolving Lenders agree to incur, from time to time prior to the Commitment Termination Date, upon the request of Borrower Representative on behalf of the applicable Borrower and for such Borrower's account, Letter of Credit Obligations by causing Letters of Credit to be issued (by GE Capital or a Subsidiary thereof or a bank or other legally authorized Person selected by or acceptable to Agent in its sole discretion (each, an "L/C IssuerISSUER")) for such Borrower's account and guaranteed by Agent; providedPROVIDED, that if the L/C Issuer is a Revolving Lender, then such Letters of Credit shall not be guaranteed by Agent but rather each Revolving Lender shall, subject to the terms and conditions hereinafter set forth, purchase (or be deemed to have purchased) risk participations in all such Letters of Credit issued with the written consent of Agent, as more fully described in paragraph PARAGRAPH (b)(ii) below. The aggregate amount of all such Letter of Credit Obligations shall not at any time exceed the least of (i) One Million Dollars ($5,000,000 1,000,000) (the "L/C SublimitSUBLIMIT") and ), (ii) the Maximum Amount less the aggregate outstanding principal balance of the Revolving Credit Advances and the Swing Line Loan, and (iii) the Aggregate Borrowing Base less LESS the aggregate outstanding principal balance of the Revolving Credit Advances and the Swing Line Loan. Furthermore, the aggregate amount of any Letter of Credit Obligations incurred on behalf of any Borrower shall not at any time exceed such Borrower's separate Borrowing Base less the aggregate principal balance of the Revolving Credit Advances and the Swing Line Loan to such Borrower. No such Letter of Credit shall have an expiry date that is less than 5 Business Days prior to the Commitment Termination Date or more than one year following the date of issuance thereof, unless otherwise determined by the Agent, in its sole discretion, and neither Agent nor Revolving Lenders shall be under any obligation to incur Letter of Credit Obligations in respect of, or purchase risk participations in, any Letter of Credit having an expiry date that is later than the Commitment Termination Date; provided, however, that subject to the remaining terms of this Agreement, a Letter of Credit may have an expiry date that is later than 5 Business Days prior to the Commitment Termination Date (and, subject to the terms hereof, Agent and Lenders shall be obligated to incur Letter of Credit Obligations in respect thereof, or purchase risk participations therein, as applicable) so long as Borrower shall have deposited with Agent Cash Equivalents (as defined below) in an amount equal to one hundred five percent (105%) of the maximum amount then available to be drawn thereunder and in accordance with the provisions of paragraph (c) below.

Appears in 1 contract

Samples: Credit Agreement (Track N Trail Inc)

Issuance. Subject to and upon the terms and conditions herein set forth, so long as no Default or Event of Default has occurred and is continuing, the AgreementIssuing Lender will, Agent at any time and Lenders agree to incur, from time to time on and after the Closing Date and prior to the Commitment earlier of (i) the Letter of Credit Maturity Date and (ii) the Revolving Credit Termination Date, and upon request by the request Borrower in accordance with the provisions of Section 3.2, issue for the account of the Parent, the Borrower or their Subsidiaries one or more irrevocable standby letters of credit denominated in Dollars and for Borrower's accountin a form customarily used or otherwise approved by the Issuing Lender (together with all amendments, Letter of Credit Obligations by causing modifications and supplements thereto, substitutions therefor and renewals and restatements thereof, collectively, the “Letters of Credit to be issued by GE Capital or a Subsidiary thereof or a bank or other legally authorized Person selected by or acceptable to Agent in its sole discretion (each, an "L/C Issuer") for Borrower's account and guaranteed by Agent; provided, that if the L/C Issuer is a Lender, then such Letters Credit”). The Stated Amount of each Letter of Credit shall not be guaranteed by Agent but rather each Lender shall, subject less than such amount as may be acceptable to the terms Issuing Lender. Notwithstanding the foregoing: (a) No Letter of Credit shall be issued if, after giving effect to such issuance, (i) the Stated Amount when added to the aggregate Letter of Credit Exposure of the Revolving Lenders at such time would exceed the Letter of Credit Sublimit at such time, (ii) the Stated Amount when added to the Aggregate Revolving Credit Exposure would exceed the aggregate Revolving Credit Commitments at such time, or (iii) any Lender is at that time a Defaulting Lender, unless the Issuing Lender has entered into an arrangement, including the delivery of Cash Collateral, satisfactory to the Issuing Lender (in its sole discretion) with the Borrower or such Lender to eliminate the Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Sections 2.20(a)(iii) and conditions hereinafter set forth2.20(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other Letter of Credit Exposure as to which the Issuing Lender has actual or potential Fronting Exposure, purchase as it may elect in its sole discretion; (or be deemed to have purchasedb) risk participations in all such Letters Notwithstanding that a Letter of Credit issued with or outstanding hereunder is in support of any obligations of, or is for the written consent account of, or otherwise will benefit, the Parent or a Subsidiary of Agentthe Borrower, as more fully described in paragraph (b)(ii) below. The aggregate amount of the Borrower shall be obligated to reimburse the Issuing Lender hereunder for any and all drawings under such Letter of Credit Obligations shall not at any time exceed (and the least Borrower hereby acknowledges that the issuance of (i) $5,000,000 (Letters of Credit for the "L/C Sublimit") and (ii) the Maximum Amount less the aggregate outstanding principal balance benefit of the Revolving Credit Advances and Parent or its Subsidiaries inures to the Swing Line Loan, and (iii) the Borrowing Base less the aggregate outstanding principal balance benefit of the Revolving Credit Advances Borrower and that the Swing Line Loan. Borrower’s business derives substantial benefits from the businesses of the Parent and such Subsidiaries); (c) No such Letter of Credit shall have an expiry date be issued that is less by its terms expires later than 5 Business Days prior to the Commitment Termination Letter of Credit Maturity Date or or, in any event, more than one year following the after its date of issuance thereof, unless otherwise determined by the Agent, in its sole discretion, and neither Agent nor Lenders shall be under any obligation to incur Letter of Credit Obligations in respect of, or purchase risk participations in, any Letter of Credit having an expiry date that is later than the Commitment Termination Dateissuance; provided, however, that subject to the remaining terms of this Agreement, a Letter of Credit may may, if requested by the Borrower, provide by its terms, and on terms acceptable to the Issuing Lender, for renewal for successive periods of one year or less (but not beyond the Letter of Credit Maturity Date), unless and until the Issuing Lender shall have an expiry date delivered a notice of nonrenewal to the beneficiary of such Letter of Credit; and (d) The Issuing Lender shall be under no obligation to issue any Letter of Credit if, at the time of such proposed issuance, (i) any order, judgment or decree of any Governmental Authority or arbitrator shall purport by its terms to enjoin or restrain the Issuing Lender from issuing such Letter of Credit, or any Requirement of Law applicable to the Issuing Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit, or request that the Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Lender with respect to such Letter of Credit any restriction or reserve or capital requirement (for which the Issuing Lender is later than 5 Business Days not otherwise compensated) not in effect on the Closing Date, or any unreimbursed loss, cost or expense that was not applicable, in effect or known to the Issuing Lender as of the Closing Date and that the Issuing Lender in good xxxxx xxxxx material to it, or (ii) the Issuing Lender shall have actual knowledge, or shall have received notice from any Lender, prior to the Commitment Termination Date (and, subject to the terms hereof, Agent and Lenders shall be obligated to incur issuance of such Letter of Credit Obligations that one or more of the conditions specified in respect thereof, or purchase risk participations therein, as Section 4.1 (if applicable) so long or 4.2 are not then satisfied (or have not been waived in writing as Borrower shall have deposited with Agent Cash Equivalents (as defined belowrequired herein) in an amount equal to one hundred five percent (105%) or that the issuance of the maximum amount then available to be drawn thereunder and in accordance with such Letter of Credit would violate the provisions of paragraph (c) belowSection 3.1(a).

Appears in 1 contract

Samples: Credit Agreement (Krispy Kreme Doughnuts Inc)

Issuance. Subject to the terms and conditions of the Agreement, Agent and Revolving Lenders agree to incur, from time to time prior to the Commitment Termination Date, upon the request of Borrower Representative on behalf of the applicable Borrower and for such Borrower's account, Letter of Credit Obligations by causing Letters of Credit to be issued by GE Capital or a Subsidiary thereof or a bank or other legally authorized Person selected by or acceptable to Agent in its sole discretion (each, an "L/C Issuer") for such Borrower's account and guaranteed by Agent; provided, that if the L/C Issuer is a Revolving Lender, then such Letters of Credit shall not be guaranteed by Agent but rather each Revolving Lender shall, subject to the terms and conditions hereinafter set forth, purchase (or be deemed to have purchased) risk participations in all such Letters of Credit issued with the written consent of Agent, as more fully described in paragraph (b)(ii) below. The aggregate amount of all such Letter of Credit Obligations shall not at any time exceed the least of (i) Seven Million Dollars ($5,000,000 7,000,000) (the "L/C Sublimit") and (ii) the Maximum Amount Borrowing Availability at such time. Furthermore, the aggregate amount of any Letter of Credit Obligations incurred on behalf of any Borrower shall not at any time exceed such Borrower's separate Borrowing Base less the aggregate outstanding principal balance of the Revolving Credit Advances and the Swing Line Loan, and (iii) the Borrowing Base less the aggregate outstanding principal balance of the Revolving Credit Advances and the Swing Line LoanLoan to such Borrower. No such Letter of Credit shall have an expiry date that is less than 5 Business Days prior to the Commitment Termination Date or more than one year following the date of issuance thereof, unless otherwise determined by the Agent, in its sole discretion, and neither Agent nor Revolving Lenders shall be under any obligation to incur Letter of Credit Obligations in respect of, or purchase risk participations in, any Letter of Credit having an expiry date that is later than the Commitment Termination Date; provided, however, that subject to the remaining terms of this Agreement, a Letter of Credit may have an expiry date that is later than 5 Business Days prior to the Commitment Termination Date (and, subject to the terms hereof, Agent and Lenders shall be obligated to incur Letter of Credit Obligations in respect thereof, or purchase risk participations therein, as applicable) so long as Borrower shall have deposited with Agent Cash Equivalents (as defined below) in an amount equal to one hundred five percent (105%) of the maximum amount then available to be drawn thereunder and in accordance with the provisions of paragraph (c) below.

Appears in 1 contract

Samples: Credit Agreement (Lacrosse Footwear Inc)

Issuance. Subject to the terms and conditions of the Agreement, Agent and Lenders agree to incur, from time to time prior to the Commitment Termination Date, upon the request of Borrower and for Borrower's account’s account (but on behalf of Borrower or any of its Subsidiaries), Letter of Credit Obligations by causing Letters of Credit to be issued by GE Capital or a Subsidiary thereof or a bank or other legally authorized Person selected by or acceptable to Agent in its sole discretion discretion; provided, however, that Borrower shall have the reasonable right to approve any such Affiliate of a Lender selected by Agent (each, an "L/C Issuer") for Borrower's ’s account (but on behalf of Borrower or any of its Subsidiaries) and guaranteed by Agent; provided, provided that if the L/C Issuer is a Lender or an Affiliate of a Lender, then such Letters of Credit shall not be guaranteed by Agent but rather each Lender shall, subject to the terms and conditions hereinafter set forth, purchase (or be deemed to have purchased) risk participations in all such Letters of Credit issued with the written consent of Agent, as more fully described in paragraph (b)(ii) below. The aggregate amount of all such Letter of Credit Obligations shall not at any time exceed the least lesser of (i) $5,000,000 75,000,000 (the "L/C Sublimit") and (ii) the Maximum Amount lesser of (A) the Aggregate Revolving Credit Commitment less the aggregate outstanding principal balance of the Revolving Credit Advances Loan and the Swing Line Loan, Letter of Credit Obligations; and (iiiB) the Borrowing Base less the aggregate outstanding principal balance of the Revolving Credit Advances Loan and the Swing Line LoanLetter of Credit Obligations (the determination of availability described in this sentence is herein referred to as the “L/C Availability”). No such Letter of Credit shall have an expiry date that which is less than 5 Business Days prior to the Commitment Termination Date or more than (i) if such Letter of Credit is a Documentary Letter of Credit, six (6) months following the date of issuance thereof or such longer period with the consent of Agent or (ii) any other Letter of Credit, one (1) year following the date of issuance thereof, unless otherwise determined by the Agent, in its sole discretion, and neither . Agent nor Lenders shall be under any no obligation to incur Letter of Credit Obligations in respect of, or purchase risk participations in, of any Letter of Credit having an expiry date that is later than the Commitment Termination Date; provided, however, that subject . The letters of credit set forth on Schedule F-1 issued by JPMorgan Chase Bank shall be deemed to be Letters of Credit issued under this Agreement (the remaining terms “JPMorgan Letters of Credit”) and represent Letter of Credit Obligations under this Agreement, a Letter provided that such JPMorgan Letters of Credit may have an expiry date that is later than 5 Business Days prior to the Commitment Termination Date (and, shall be subject to the terms hereofof the Payoff and Letter of Credit Assumption Agreement as well as the provisions set forth in this Agreement. Notwithstanding anything else herein to the contrary, Agent and Lenders shall be obligated to incur will not rescind the designation of any Person as L/C Issuer hereunder at such time as such Person has any Letters of Credit outstanding or Letter of Credit Obligations outstanding and in respect thereof, or purchase risk participations therein, as applicable) so long as Borrower no event shall have deposited with Agent Cash Equivalents (as defined below) in an amount equal to one hundred five percent (105%) any action of the maximum amount then available Agent impair the expense and indemnity obligations of the Borrower to be drawn thereunder and in accordance with the provisions of paragraph (c) belowan L/C Issuer hereunder.

Appears in 1 contract

Samples: Credit Agreement (Dicks Sporting Goods Inc)

Issuance. Subject to the terms and conditions of the Agreement, Agent and Tranche A Revolving Lenders agree to incur, from time to time prior to the Commitment Termination Date, upon the request of Borrower and for Borrower's account, Letter of Credit Obligations by causing Letters of Credit to be issued (by GE Capital or a Subsidiary thereof or a bank or other legally authorized Person selected by or acceptable to Agent in its sole discretion and acceptable to Borrower in the event no Default or Event of Default has occurred (each, an "L/C Issuer")) for Borrower's account and guaranteed by Agent; provided, however, that if the L/C Issuer is a Tranche A Revolving Lender, then such Letters of Credit shall not be guaranteed by Agent but rather each Tranche A Revolving Lender shall, subject to the terms and conditions hereinafter set forth, purchase (or be deemed to have purchased) risk participations in all such Letters of Credit issued with the written consent of Agent, as more fully described in paragraph (b)(ii) below. The aggregate amount of all such Letter of Credit Obligations shall not at any time exceed the least of (i) Twenty Five Million Dollars ($5,000,000 25,000,000) (the "L/C Sublimit") ), and (ii) the Tranche A Maximum Amount less the aggregate outstanding principal balance of the Tranche A Revolving Credit Advances and the Swing Line Loan, and (iii) the Tranche A Borrowing Base less the aggregate outstanding principal balance of the Tranche A Revolving Credit Advances and the Swing Line Loan. No such Letter of Credit shall have an expiry date that which is less than 5 Business Days prior to the Commitment Termination Date or more than one year following the date of issuance thereof, unless otherwise determined by the Agentprovided, however, in its sole discretion, and neither Agent nor Lenders shall be under any obligation to incur the event Borrower requests a Letter of Credit Obligations in respect ofbe issued, extended or purchase risk participations inrenewed with any expiry date which will occur after the date which is fourteen (14) days (or, any if the Letter of Credit having an expiry date that is later than confirmed by a confirmer or otherwise provides for one or more nominated persons, forty-five (45)) days prior to the Commitment Termination Date; provided, howeverBorrower shall, that subject to the remaining terms of this Agreement, a Letter of Credit may have an expiry date that is by not later than 5 Business Days (a) forty-five (45) days prior to the Commitment Termination Date for standby Letters of Credit and (and, subject b) twenty-one (21) days prior to the terms hereofCommitment Termination Date for documentary Letters of Credit, Agent and Lenders shall be obligated deliver to incur Letter the L/C Issuer for the benefit of Credit Obligations Lenders, cash in respect thereof, or purchase risk participations therein, as applicable) so long as Borrower shall have deposited with Agent Cash Equivalents (as defined below) in an the amount equal to of one hundred five three percent (105103%) of the maximum amount then available drawing amount, to be drawn thereunder held as cash collateral by the L/C Issuer for the Letter of Credit Obligations. All letters of credit issued under the Pre-Petition Loan Agreement shall be deemed to have been issued under this Agreement and shall for all purposes constitute "Letters of Credit" hereunder (provided that no additional issuance fees shall be applicable in accordance with the provisions respect of paragraph (c) belowsuch Letters of Credit).

Appears in 1 contract

Samples: Debtor in Possession Credit Agreement (Filenes Basement Corp)

Issuance. (i) Subject to the terms and conditions of the Agreement, the Administrative Agent and the Lenders agree to incur, from time to time prior to the Commitment Termination Date, upon the request of the Borrower and for Borrower's ’s account, Letter of Credit Obligations by causing Letters of Credit to be issued by GE Capital or a Subsidiary thereof or a bank or other legally authorized Person selected by or acceptable to Agent in its sole discretion either (each, x) an "L/C Issuer") for Borrower's account and guaranteed by Agent; provided, that if the L/C Issuer which is also a LenderLender hereunder, then in which case such Letters of Credit shall not be guaranteed by the Administrative Agent but rather each Lender shall, subject to the terms and conditions hereinafter set forth, purchase (or be deemed to have purchased) risk participations in all draws on such Letters of Credit issued shall be reimbursable by the Borrower in accordance with Section 2.11(b) below, or (y) an L/C Issuer which is not a Lender (a “Third-Party L/C Issuer”), in which case such Letters of Credit will be guaranteed by the written consent Administrative Agent and draws on such Letters of AgentCredit will be reimbursed by the Borrower pursuant to Section 2.11(b) below, as more fully described in paragraph and if the Borrower fails to do so, by the Administrative Agent pursuant to the terms of a guaranty by the Administrative Agent (b)(iithe “L/C Guaranty”) and any payment by the Administrative Agent pursuant to the applicable L/C Guaranty shall be repaid by the Borrower pursuant to the terms of Section 2.11(b) below. The aggregate amount of all such Letter of Credit Obligations shall not at any time exceed the least lesser of (i) $5,000,000 (the "L/C Sublimit") , and (ii) the Maximum Amount less excess (if any) of (1) the lesser of (A) the Aggregate Commitment and (B) the sum of the Tranche A Borrowing Base and the Tranche B Borrowing Base, over (2) the aggregate outstanding principal balance amount of the Revolving Credit Advances and the Swing Line Loan, and (iii) the Borrowing Base less the aggregate outstanding principal balance of the Revolving Credit Advances and the Swing Line LoanAdvances. No such Letter of Credit shall have an expiry date that is less than 5 Business Days prior to the Commitment Termination Date or more than one year following the date of issuance thereof, thereof unless otherwise determined by the Agent, Administrative Agent in its sole discretiondiscretion (including with respect to customary evergreen provisions), and neither the Administrative Agent nor Lenders any Lender shall be under any obligation to incur Letter of Credit Obligations in respect of, or purchase risk participations in, any Letter of Credit having an expiry date that is later than the Commitment Termination Date; provided. (ii) Any action taken or omitted to be taken by the Administrative Agent or any L/C Issuer under or in connection with any Letter of Credit, howeverif taken or omitted in the absence of gross negligence or willful misconduct, that subject shall not put the Administrative Agent or such L/C Issuer under any resulting liability to the remaining terms of this AgreementBorrower, any Lender or any other Person. In determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof, the L/C Issuer may have an expiry date accept documents that is later than 5 Business Days prior appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the Commitment Termination Date (contrary and, subject in making any payment under any Letter of Credit, the L/C Issuer may rely exclusively on the documents presented to the terms hereof, Agent and Lenders shall be obligated to incur it under such Letter of Credit Obligations in respect thereof, or purchase risk participations as to any and all matters set forth therein, as applicable) so long as Borrower shall have deposited with Agent Cash Equivalents (as defined below) including reliance on the amount of any draft presented under such Letter of Credit, whether or not the amount due to the beneficiary thereunder equals the amount of such draft and whether or not any document presented pursuant to such Letter of Credit proves to be insufficient in an amount equal any respect, if such document on its face appears to one hundred five percent (105%) be in order, and whether or not any other statement or any other document presented pursuant to such Letter of Credit proves to be forged or invalid or any statement therein proves to be inaccurate or untrue in any respect whatsoever, and any noncompliance in any immaterial respect of the maximum amount then available to be drawn thereunder and in accordance documents presented under such Letter of Credit with the provisions terms thereof shall, in each case, be deemed not to constitute willful misconduct or gross negligence of paragraph (c) belowthe L/C Issuer.

Appears in 1 contract

Samples: Receivables Funding and Administration Agreement (Rexnord LLC)

Issuance. Subject The Borrowers, the Agent and the Lenders agree that the Existing Letters of Credit shall remain outstanding after the date hereof and shall constitute Secured Obligations hereunder upon the entry of the Final Order. Each Lender shall be deemed to have purchased risk participations in such Existing Letters of Credit as more fully described in Section 3.2(b)(ii), and such Existing Letters of Credit shall be deemed to be included in Letter of Credit Obligations. In addition, after the Effective Date and subject to the terms and conditions of the Agreement, Agent and the Lenders agree to incur, from time to time prior to the Commitment Termination Date, upon the request of Borrower the Borrowers and for Borrower's the Borrowers' account, Letter of Credit Obligations by causing Letters of Credit to be issued (by GE Capital Agent or a Subsidiary thereof an Affiliate thereof, or a bank or other legally authorized Person selected by or and acceptable to Agent in its sole discretion discretion, including Fleet National Bank as issuer of the Existing Fleet Letters of Credit (each, an "L/C IssuerIssuing Bank")) for Borrower's the Borrowers' account and guaranteed by Agent; provided, however, that if the L/C Issuer Issuing Bank is a Lender, then such Letters of Credit shall not be guaranteed by Agent but rather each Lender shall, subject to the terms and conditions hereinafter set forth, purchase (or be deemed to have purchased) risk participations in all such Letters of Credit issued with the written consent of Agent, as more fully described in paragraph (b)(iiSection 3.2(b)(ii) below. The Agent and the Lenders shall have no obligation to incur Letter of Credit Obligations if, after giving effect to the issuance or guaranty by the Lenders of any requested Letter of Credit, (i) the aggregate amount of all such Letter of Credit Obligations shall not at any time outstanding would exceed the least Letter of (i) $5,000,000 (the "L/C Sublimit") and Credit Facility Amount or (ii) the Maximum Amount less the aggregate outstanding principal balance amount of the all Revolving Credit Advances and Loans outstanding would exceed the Swing Line Loan, and Borrowing Base or (iii) if no Revolving Credit Loans are outstanding, the aggregate amount of the Letter of Credit Obligations outstanding would exceed the Borrowing Base less the aggregate outstanding principal balance of the Revolving Credit Advances and the Swing Line LoanBase. No such Letter of Credit shall have an expiry date that which is less than 5 Business Days prior to the Commitment Termination Date or more than one year following the date of issuance thereof, unless otherwise determined by the Agent, in its sole discretion, and neither Agent nor the Lenders shall be under any obligation to incur Letter of Credit Obligations in respect of, or purchase risk participations in, any Letter of Credit having an expiry date that which is later than the Commitment Termination Date; provided, however, that subject to the remaining terms of this Agreement, a Letter of Credit may have an expiry date that is later than 5 five (5) Business Days prior to the Commitment Termination Date (and, subject to the terms hereof, Agent and Lenders shall be obligated to incur Letter of Credit Obligations in respect thereof, or purchase risk participations therein, as applicable) so long as Borrower shall have deposited with Agent Cash Equivalents (as defined below) in an amount equal to one hundred five percent (105%) of the maximum amount then available to be drawn thereunder and in accordance with the provisions of paragraph (c) belowDate.

Appears in 1 contract

Samples: Loan and Security Agreement (Tropical Sportswear International Corp)

Issuance. Subject to the terms and conditions of the Agreement, Agent and Lenders agree to incur, from time to time until 30 days prior to the Commitment Termination Date, upon the request of Borrower and for Borrower's ’s account, Letter of Credit Obligations by causing Letters of Credit to be issued by GE Capital Bank of America or a Subsidiary thereof or a bank or other legally authorized Person selected by or acceptable to Agent in its sole discretion an Affiliate of Bank of America (each, an "L/C Issuer") for Borrower's ’s account and guaranteed by Agent; provided, that if the L/C Issuer is a Lender, then such Letters of Credit shall not be guaranteed by Agent but rather each Lender shall, subject to the terms and conditions hereinafter set forth, purchase (or be deemed to have purchased) risk participations in all such Letters of Credit issued with the written consent of Agent, as more fully described in paragraph (b)(ii) below. The aggregate amount of all such Letter of Credit Obligations shall not at any time exceed the least of (i) Thirty-Five Million Dollars ($5,000,000 35,000,000) (the "L/C Sublimit") ”), and (ii) the Maximum Amount less the aggregate outstanding principal balance of the Revolving Credit Advances and the Swing Line Loan, and (iii) the Borrowing Base less the aggregate outstanding principal balance of the Revolving Credit Advances and the Swing Line Loan. No such Letter of Credit shall have an expiry date that is less than 5 Business Days prior to the Commitment Termination Date or more than one year following the date of issuance thereof, unless otherwise determined by the Agent, Agent in its sole discretiondiscretion (including with respect to customary evergreen provisions), and neither Agent nor Lenders shall be under any obligation to incur Letter of Credit Obligations in respect of, or purchase risk participations in, any Letter of Credit having an expiry date that is later than the Commitment Termination Date; provided, however, that subject to the remaining terms of this Agreement, a Letter of Credit may have an expiry date that is later than 5 Business Days prior to the Commitment Termination Date (and, subject to the terms hereof, Agent and Lenders shall be obligated to incur Letter of Credit Obligations in respect thereof, or purchase risk participations therein, as applicable) so long as Borrower shall have deposited with Agent Cash Equivalents (as defined below) in an amount equal to one hundred five percent (105%) of the maximum amount then available to be drawn thereunder and in accordance with the provisions of paragraph (c) below.

Appears in 1 contract

Samples: Credit Agreement (Synnex Corp)

Issuance. (i) Subject to the terms and conditions of the Agreement, the Administrative Agent and the Lenders agree to incur, from time to time prior to the Commitment Termination Date, upon the request of the Borrower and for Borrower's ’s account, Letter of Credit Obligations by causing Letters of Credit to be issued by GE Capital or a Subsidiary thereof or a bank or other legally authorized Person selected by or acceptable to Agent in its sole discretion either (each, x) an "L/C Issuer") for Borrower's account and guaranteed by Agent; provided, that if the L/C Issuer which is also a LenderLender hereunder, then in which case such Letters of Credit shall not be guaranteed by the Administrative Agent but rather each Lender shall, subject to the terms and conditions hereinafter set forth, purchase (or be deemed to have purchased) risk participations in all draws on such Letters of Credit issued shall be reimbursable by the Borrower in accordance with Section 2.11(c) below, or (y) an L/C Issuer which is not a Lender (a “Third-Party L/C Issuer”), in which case such Letters of Credit will be guaranteed by the written consent Administrative Agent and draws on such Letters of AgentCredit will be reimbursed by the Borrower pursuant to Section 2.11(c) below, as more fully described in paragraph and if the Borrower fails to do so, by the Administrative Agent pursuant to the terms of a guaranty by the Administrative Agent (b)(iithe “L/C Guaranty”) and any payment by the Administrative Agent pursuant to the applicable L/C Guaranty shall be repaid by the Borrower pursuant to the terms of Section 2.11(c) below. The aggregate amount of all such Letter of Credit Obligations shall not at any time exceed the least lesser of (i) $5,000,000 (the "L/C Sublimit") , and (ii) the Maximum Amount less excess (if any) of (1) the lesser of (A) the Aggregate Commitment and (B) the Borrowing Base, over (2) the aggregate outstanding principal balance amount of the Revolving Credit Advances and the Swing Line Loan, and (iii) the Borrowing Base less the aggregate outstanding principal balance of the Revolving Credit Advances and the Swing Line LoanAdvances. No such Letter of Credit shall have an expiry date that is less than 5 Business Days prior to the Commitment Termination Date or more than one year following the date of issuance thereof, thereof unless otherwise determined by the Agent, Administrative Agent in its sole discretiondiscretion (including with respect to customary evergreen provisions), and neither the Administrative Agent nor Lenders any Lender shall be under any obligation to incur Letter of Credit Obligations in respect of, or purchase risk participations in, any Letter of Credit having an expiry date that is later than the Commitment Termination Date; provided. (ii) Any action taken or omitted to be taken by the Administrative Agent or any L/C Issuer under or in connection with any Letter of Credit, howeverif taken or omitted in the absence of gross negligence or willful misconduct, that subject shall not put the Administrative Agent or such L/C Issuer under any resulting liability to the remaining terms of this AgreementBorrower, any Lender or any other Person. In determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof, the L/C Issuer may have an expiry date accept documents that is later than 5 Business Days prior appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the Commitment Termination Date (contrary and, subject in making any payment under any Letter of Credit, the L/C Issuer may rely exclusively on the documents presented to the terms hereof, Agent and Lenders shall be obligated to incur it under such Letter of Credit Obligations in respect thereof, or purchase risk participations as to any and all matters set forth therein, as applicable) so long as Borrower shall have deposited with Agent Cash Equivalents (as defined below) including reliance on the amount of any draft presented under such Letter of Credit, whether or not the amount due to the beneficiary thereunder equals the amount of such draft and whether or not any document presented pursuant to such Letter of Credit proves to be insufficient in an amount equal any respect, if such document on its face appears to one hundred five percent (105%) be in order, and whether or not any other statement or any other document presented pursuant to such Letter of Credit proves to be forged or invalid or any statement therein proves to be inaccurate or untrue in any respect whatsoever, and any noncompliance in any immaterial respect of the maximum amount then available to be drawn thereunder and in accordance documents presented under such Letter of Credit with the provisions terms thereof shall, in each case, be deemed not to constitute willful misconduct or gross negligence of paragraph (c) belowthe L/C Issuer.

Appears in 1 contract

Samples: Receivables Funding and Administration Agreement (RBS Global Inc)

Issuance. Subject to the terms and conditions of the Agreement, Agent and Revolving Lenders agree to incur, from time to time prior to the Commitment Termination Date, upon the request of Borrower Representative on behalf of the applicable Borrower and for such Borrower's account, Letter of Credit Obligations by causing Letters of Credit to be issued by GE Capital or a Subsidiary thereof or a bank or other legally authorized Person selected by or acceptable to Agent in its sole discretion (each, an "L/C Issuer") for such Borrower's account and guaranteed by Agent; provided, however, that if the L/C Issuer is a Revolving Lender, then such Letters of Credit shall not be guaranteed by Agent but rather each Revolving Lender shall, subject to the terms and conditions hereinafter set forth, purchase (or be deemed to have purchased) risk participations in all such Letters of Credit issued with the written consent of Agent, as more fully described in paragraph (b)(ii) below. The aggregate amount of all such Letter of Credit Obligations shall not at any time exceed the least of (i) Thirty Million Dollars ($5,000,000 30,000,000) (the "L/C Sublimit") ), and (ii) the Maximum Amount less the aggregate outstanding principal balance of the Revolving Credit Advances and the Swing Line Loan, and (iii) the Borrowing Base less the aggregate outstanding principal balance of the Revolving Credit Advances and the Swing Line Loan. Furthermore, during any Separate Borrowing Base Period, the aggregate amount of any Letter of Credit Obligations incurred on behalf of any Borrower shall not at any time exceed such Borrower's separate Borrowing Base less the aggregate principal balance of the Revolving Credit Advances and the Swing Line Loan to such Borrower. No such Letter of Credit shall have an expiry date that which is less than 5 Business Days prior to the Commitment Termination Date or more than one year following the date of issuance thereof, unless otherwise determined by the Agent, in its sole discretionthereof (other than Letters of Credit securing an Industrial Development Bond), and neither Agent nor Lenders shall be under any obligation to incur Letter of Credit Obligations in respect of, or purchase risk participations in, any Letter of Credit having an expiry date that which is later than the Commitment Termination Date; provided, however, that subject to the remaining terms of this Agreement, a Letter of Credit may have an expiry date that is later than 5 Business Days prior to the Commitment Termination Date (and, subject to the terms hereof, Agent and Lenders shall be obligated to incur Letter of Credit Obligations in respect thereof, or purchase risk participations therein, as applicable) so long as Borrower shall have deposited with Agent Cash Equivalents (as defined below) in an amount equal to one hundred five percent (105%) of the maximum amount then available to be drawn thereunder and in accordance with the provisions of paragraph (c) below.

Appears in 1 contract

Samples: Credit Agreement (Astec Industries Inc)

Issuance. Subject to From time-to-time from the terms and conditions of Original Closing Date until 30 days before the Agreement, Agent and Lenders agree to incur, from time to time prior to the Commitment Termination Revolving A Maturity Date, upon at the request of Borrower and for a Borrower's account, Letter of Credit Obligations by causing Letters of Credit to be issued by GE Capital or a Subsidiary thereof or a bank or other legally authorized Person selected by or acceptable to Agent in its sole discretion (each, an "L/C Issuer") for Borrower's account and guaranteed by Agent; provided, that if the L/C Issuer is a Lender, then such Letters of Credit shall not be guaranteed by Agent but rather each Lender any Issuing Bank shall, subject to on the terms and conditions hereinafter set forth, purchase (issue, increase, or be deemed to have purchased) risk participations in all such extend the expiration date of Letters of Credit issued with for the written consent account of Agent, as more fully described in paragraph (b)(ii) belowthe Company or any of its Subsidiaries on any Business Day. The aggregate amount of all such No Letter of Credit Obligations shall not at any time exceed the least of will be issued, increased, or extended: (i) if such issuance, increase, or extension would cause (A) the Letter of Credit Exposure to exceed (B) the lesser of (1) $5,000,000 (the "L/C Sublimit") 75,000,000.00 and (ii2)(I) the Maximum Amount less aggregate Revolving A Commitments minus (II) the sum of the aggregate outstanding principal balance Amount of the all Revolving Credit A Advances and the Swing Line Loan, and (iii) the Borrowing Base less the aggregate outstanding principal balance amount of the Revolving Credit Advances and the Swing Line Loan. No Swingline Advances; (ii) unless such Letter of Credit shall have Credit, other than a Performance Letter of Credit, has an expiry expiration date that is less not later than 5 the earlier of (A) one year after the date of issuance thereof and (B) five Business Days prior to the Commitment Termination Date or more than one year following the date of issuance thereofRevolving A Maturity Date; provided that, unless otherwise determined by the Agent, in its sole discretion, and neither Agent nor Lenders shall be under any obligation to incur such Letter of Credit Obligations with a one-year tenor may expressly provide that it is renewable at the option of such Issuing Bank for additional one-year periods (which shall in respect of, or purchase risk participations in, no event extend beyond the Revolving A Maturity Date); provided that any Letter of Credit having an expiry date that is later than the Commitment Termination Date; provided, however, that subject to the remaining terms of this Agreement, a Performance Letter of Credit may have an expiry expiration date that is not later than 5 thirty (30) Business Days prior to the Commitment Termination Date Revolving A Maturity Date; (and, subject to the terms hereof, Agent and Lenders shall be obligated to incur iii) unless such Letter of Credit Obligations is (A) issued in respect thereofa currency that is an Agreed Currency and (B) is otherwise in form and substance acceptable to such Issuing Bank; (iv) unless such Borrower has delivered to such Issuing Bank a completed and executed request for issuance of letter of credit in the form of the attached Exhibit L; (v) unless such Borrower or Issuing Bank has delivered notice of such request for and issuance of such Letter of Credit to the Administrative Agent; and (vi) unless such Letter of Credit is governed by the Uniform Customs and Practice for Documentary Credits (1993 Revision), International Chamber of Commerce Publication No. 500, the International Standby Practices (ISP98), International Chamber of Commerce Publication No. 590, or purchase risk participations therein, as applicableany successor to such publication. If the terms of any letter of credit application referred to in the foregoing clause (iv) so long as Borrower shall have deposited with Agent Cash Equivalents (as defined below) in an amount equal to one hundred five percent (105%) of the maximum amount then available to be drawn thereunder and in accordance conflicts with the provisions terms of paragraph (c) belowthis Agreement, the terms of this Agreement shall control.

Appears in 1 contract

Samples: Credit Agreement (Global Industries LTD)

Issuance. Subject to the terms and conditions of the Agreement, Agent and Lenders agree agrees to incur, incur from time to time prior to the Commitment Termination Datetime, upon the request of Borrower on behalf of Borrower and for Borrower's account, Letter of Credit Obligations and Eligible Trade L/C Obligations by causing Letters of Credit and Eligible Trade L/Cs to be issued on terms acceptable to Agent and by GE Capital or Agent, a Subsidiary thereof subsidiary of Agent or a bank or other legally authorized Person selected by or acceptable to Agent in its sole discretion and Borrower (each, an "L/C Issuer") for Borrower's account and guaranteed by Agent; provided, however, that if the L/C Issuer is a Lender, then such Letters of Credit shall not be guaranteed by Agent but rather each Lender shall, subject to the terms and conditions hereinafter set forth, purchase (or be deemed to have purchased) risk participations in all such Letters of Credit issued with the written consent of Agent, as more fully described in paragraph (b)(ii) below. The aggregate amount of the sum of all such Letter of Credit Obligations plus Eligible Trade L/C Obligations shall not at any time exceed the least lesser of (i) Eighty-Five Million Dollars ($5,000,000 85,000,000) (the "L/C Sublimit") and ), or (ii) the Maximum Amount less the aggregate outstanding principal balance of the Revolving Credit Advances Advances; provided further that Letter of Credit Obligations plus 30% of the Eligible Trade L/C Obligations for the Fiscal Months of August and September of each year, 35% of the Swing Line LoanEligible Trade L/C Obligations for the Fiscal Months of July and October of each year or 40% of the Eligible Trade L/C Obligations at all other times, and (iii) as applicable, shall not exceed the Borrowing Base less the aggregate outstanding principal balance of the Revolving Credit Advances and the Swing Line LoanAdvances. No such Letter of Credit Obligation or Eligible Trade L/C Obligation shall have an expiry date that which is less than 5 Business Days prior to the Commitment Termination Date or more than one year following the date of issuance thereof, unless otherwise determined by and Agent and the Agent, in its sole discretion, and neither Agent nor Lenders shall be under any no obligation to incur Letter of Credit Obligations or Eligible Trade L/C Obligations in respect of, or purchase risk participations in, of any Letter of Credit or Eligible Trade L/C having an expiry date that which is later than the Commitment Termination Date; provided, however, that subject . The Borrower may request to change the remaining terms of this Agreement, a Letter of Credit may have an expiry date that is later than 5 Business Days prior to the Commitment Termination Date (andLC Issuer, subject to the terms hereofconsent by Agent, Agent and Lenders which consent shall not be obligated to incur Letter of Credit Obligations in respect thereof, or purchase risk participations therein, as applicable) so long as Borrower shall have deposited with Agent Cash Equivalents (as defined below) in an amount equal to one hundred five percent (105%) of the maximum amount then available to be drawn thereunder and in accordance with the provisions of paragraph (c) belowunreasonably withheld.

Appears in 1 contract

Samples: Credit Agreement (Wilsons the Leather Experts Inc)

Issuance. Subject to the terms and conditions of the Agreement, Agent and Revolving Lenders agree to incur, from time to time prior to the Commitment Termination Date, upon the request of (i) US Borrower and for US Borrower's account or (ii) European Borrower and for European Borrower's account, Letter of Credit Obligations by causing Letters of Credit to be issued by GE Capital or a Subsidiary thereof or a bank or other legally authorized Person selected by or acceptable to Agent in its sole discretion (each, an "L/C Issuer") for the applicable Borrower's account and guaranteed by Agent; provided, that if the L/C Issuer is a Revolving Lender, then such Letters of Credit shall not be guaranteed by Agent but rather each Revolving Lender shall, subject to the terms and conditions hereinafter set forth, purchase (or be deemed to have purchased) risk participations in all such Letters of Credit issued with the written consent of Agent, as more fully described in paragraph (b)(ii) below. The aggregate amount of all such Letter of Credit Obligations shall not at any time exceed the least of THIRTY-FIVE MILLION DOLLARS (i$35,000,000) $5,000,000 (the "L/C Sublimit") and ); provided that (iiA) the aggregate amount of Letter of Credit Obligations of US Borrower shall not at any time exceed the US Maximum Amount less the aggregate outstanding principal balance of the US Revolving Credit Advances and the US Swing Line Loan, Loan and (iiiB) the Borrowing Base aggregate amount of Letter of Credit Obligations of European Borrower shall not at any time exceed the European Maximum Amount less the aggregate outstanding principal balance of the European Revolving Credit Advances and the European Swing Line Loan. Furthermore, the aggregate amount of any Letter of Credit Obligations incurred on behalf of (1) US Borrower shall not at any time exceed the aggregate principal balance of the US Revolving Credit Advances and the US Swing Line Loan to US Borrower and (2) European Borrower shall not at any time exceed the aggregate principal balance of the European Revolving Credit Advances and the European Swing Line Loan to European Borrower. No such Letter of Credit shall have an expiry date that is less than 5 Business Days prior to the Commitment Termination Date or more than the earlier of one year following the date of issuance thereof, unless otherwise determined by the Agent, in its sole discretion, and neither Agent nor Revolving Lenders shall be under any obligation to incur Letter of Credit Obligations in respect of, or purchase risk participations in, any Letter of Credit having an expiry date that is later than the Commitment Termination Date; provided, however, that subject to the remaining terms of this Agreement, a Letter of Credit may have an expiry date that which is later than 5 five (5) Business Days prior to the Commitment Termination Date (and, subject to the terms hereof, Agent and Lenders shall be obligated to incur Letter of Credit Obligations in respect thereof, or purchase risk participations therein, as applicable) so long as Borrower shall have deposited with Agent Cash Equivalents (as defined below) in an amount equal to one hundred five percent (105%) of the maximum amount then available to be drawn thereunder and in accordance with the provisions of paragraph (c) belowDate.

Appears in 1 contract

Samples: Credit Agreement (Inverness Medical Innovations Inc)

Issuance. (a) Subject to the terms and conditions of the this Agreement, the Administrative Agent and the Lenders agree to incur, from time to time prior to the Commitment Termination Date, upon the request of the applicable Borrower and for such Borrower's account, Letter of Credit L/C Obligations by causing letters of credit ("Letters of Credit Credit") to be issued (by GE Capital or a Subsidiary thereof or a bank or other legally authorized Person selected by or such Borrower and acceptable to the Administrative Agent in its sole discretion (each, an "L/C Issuer")) for such Borrower's account and guaranteed by the Administrative Agent; provided, however, that if the L/C Issuer is a Lender, then such Letters of Credit shall not be guaranteed by the Administrative Agent but rather each Lender shall, subject to the terms and conditions hereinafter set forth, purchase (or be deemed to have purchased) risk participations in all such Letters of Credit issued with the written consent of the Administrative Agent, as more fully described in paragraph (b)(ii) belowsubsection 4.2(b). The aggregate amount of all such No Letter of Credit Obligations shall not at any time exceed the least of be issued if, after giving effect to such issuance, (i) $5,000,000 (the "aggregate L/C Sublimit") and Obligations of all Borrowers would exceed the L/C Commitment, (ii) the Maximum Amount Available Commitment of any Lender would be less the aggregate outstanding principal balance of the Revolving Credit Advances and the Swing Line Loanthan zero, and (iii) the Aggregate Outstanding Extensions of Credit then owing by the relevant Borrower to all Lenders would exceed the Borrowing Base less then in effect for such Borrower or (iv) the aggregate outstanding principal balance Aggregate Outstanding Extensions of Credit then owing by all Borrowers to all Lenders would exceed the Revolving Credit Advances and the Swing Line LoanMaximum Available Credit. No such Letter of Credit shall have an expiry date that which is less than 5 Business Days prior to the Commitment Termination Date or more than one year following the date of issuance thereof, unless otherwise determined by the Agent, in its sole discretion, and neither the Administrative Agent nor Lenders shall be under any obligation to incur Letter of Credit L/C Obligations in respect of, or purchase risk participations in, any Letter of Credit having an expiry date that which is later than the Commitment Termination Date. (b) Each Letter of Credit shall be denominated in US Dollars or in Canadian Dollars, be issued in a face amount of not less than US$50,000 at the time of issue (in the case of Letters of Credit denominated in US Dollars) or C$50,000 at the time of issue (in the case of Letters of Credit denominated in Canadian Dollars) and (ii) be either (1) a standby letter of credit issued to support obligations of a Borrower, contingent or otherwise, which are of a type for which Revolving Credit Loans would be available if the obligations were then due and payable (a "Standby Letter of Credit"), or (2) a commercial letter of credit issued in respect of the purchase of goods or services by a Borrower in the ordinary course of business (a "Commercial Letter of Credit"); provided, however, that and (c) [INTENTIONALLY OMITTED] (d) Each Letter of Credit (whether denominated in US Dollars or in Canadian Dollars) shall be subject to the remaining terms Uniform Customs and, to the extent not inconsistent therewith, the laws -42- of this Agreement, a the Province of Ontario and the laws of Canada applicable therein. (e) No L/C Issuer shall at any time be obligated to issue any Letter of Credit may have an hereunder if such issuance would conflict with, or cause such L/C Issuer or any Lender to exceed any limits imposed by, any applicable Requirement of Law; provided that each L/C Issuer and each Lender hereby agree to use reasonable efforts to permit such Letter of Credit to be issued within the restrictions of such applicable Requirement of Law. (f) With respect to each outstanding Letter of Credit issued for the account of a Borrower hereunder which by its terms is automatically renewed or extended unless notice to the contrary is received by the beneficiary thereunder within the time period specified therein (such time period, the "Revocation Period"), such Letter of Credit automatically shall be renewed or extended on its then current expiry date that is later unless, not less than 5 10 Business Days prior to the Commitment Termination Date end of the Revocation Period, either (and, subject i) such Borrower has provided written notice to the terms hereof, Agent and Lenders shall be obligated L/C Issuer that it has elected not to incur extend or renew such Letter of Credit or (ii) the Required Lenders have provided notice to such L/C Issuer (notice of which determination such L/C Issuer shall promptly provide to such Borrower) that they have elected not to permit the renewal or extension of such Letter of Credit. (g) Any Borrower may cause an L/C Issuer to cease to be an L/C Issuer for the purposes of this Agreement by delivering a written notice to the Administrative Agent and such L/C Issuer, provided that at such time, no Letters of Credit issued by such L/C Issuer or L/C Obligations in respect thereof, or purchase risk participations therein, as applicable) so long as Borrower of such Letters of Credit shall have deposited with Agent Cash Equivalents (as defined below) in an amount equal to one hundred five percent (105%) of the maximum amount then available to be drawn thereunder and in accordance with the provisions of paragraph (c) belowoutstanding.

Appears in 1 contract

Samples: Credit and Guarantee Agreement (Harris Chemical North America Inc)

Issuance. Subject to the terms and conditions of the Agreement, Administrative Agent and Revolving Lenders agree to incur, from time to time prior to the Commitment Termination Date, upon the request of Borrower Representative on behalf of the applicable Borrower and for such Borrower's account, Letter of Credit Obligations by causing Letters of Credit to be issued by GE Capital or a Subsidiary thereof or a bank or other legally authorized Person selected by or acceptable to Administrative Agent in its sole discretion and reasonably acceptable to the Borrower Representative (each, an "L/C Issuer") for such Borrower's account and guaranteed by Administrative Agent; provided, that if the L/C Issuer is a Revolving Lender, then such Letters of Credit shall not be guaranteed by Administrative Agent but rather each Revolving Lender shall, subject to the terms and conditions hereinafter set forth, purchase (or be deemed to have purchased) risk participations in all such Letters of Credit issued with the written consent of Administrative Agent, as more fully described in paragraph (b)(ii) below. The aggregate amount of all such Letter of Credit Obligations shall not at any time exceed the least of (i) FORTY MILLION DOLLARS ($5,000,000 40,000,000) (the "L/C Sublimit") and ), (ii) the Maximum Revolving Credit Amount less the aggregate outstanding principal balance of the Revolving Credit Advances and the Swing Line LoanObligations, and (iii) the Revolving Borrowing Base less the aggregate outstanding principal balance of the Revolving Credit Advances and the Swing Line LoanObligations. No such Letter of Credit shall have an expiry date that is less than 5 Business Days prior to the Commitment Termination Date or more than one year following the date of issuance thereof, unless otherwise determined by the Administrative Agent, in its sole discretion, and neither Administrative Agent nor Revolving Lenders shall be under any obligation to incur Letter of Credit Obligations in respect of, or purchase risk participations in, any Letter of Credit having an expiry date that is later than the Commitment Termination Date; provided, however, that subject to the remaining terms of this Agreement, a Letter of Credit may have an expiry date that is later than 5 Business Days prior to the Commitment Termination Date (and, subject to the terms hereof, Agent and Lenders shall be obligated to incur Letter of Credit Obligations in respect thereof, or purchase risk participations therein, as applicable) so long as Borrower shall have deposited with Agent Cash Equivalents (as defined below) in an amount equal to one hundred five percent (105%) of the maximum amount then available to be drawn thereunder and in accordance with the provisions of paragraph (c) below.

Appears in 1 contract

Samples: Credit Agreement (Barneys New York Inc)

Issuance. Subject to the terms and conditions of the Agreement, Agent and Revolving Lenders agree to incur, from time to time prior to the Revolving Commitment Termination Date, upon the request of Borrower and for Borrower's ’s account, Letter of Credit Obligations by causing Letters of Credit to be issued by GE Capital Frost Bank or a Subsidiary thereof or a bank or other legally authorized Person selected by or acceptable to Agent in its sole discretion (each, an "L/C Issuer") for Borrower's ’s account and guaranteed by Agent; provided, that if the L/C Issuer is a Revolving Lender, then such Letters of Credit shall not be guaranteed by Agent but rather each Revolving Lender shall, subject to the terms and conditions hereinafter set forth, purchase (or be deemed to have purchased) risk participations in all such Letters of Credit issued with the written consent of Agent, as more fully described in paragraph (b)(ii) below. The aggregate amount of all such Letter of Credit Obligations shall not at any time exceed the least of (i) Seven Million and No/100 Dollars ($5,000,000 7,000,000) (the "L/C Sublimit") ”), and (ii) the Revolving Loan Commitment Maximum Amount less the aggregate outstanding principal balance of the Revolving Credit Advances and the Swing Line LoanAdvances, and (iii) the Borrowing Base less the aggregate outstanding principal balance of the Revolving Credit Advances and the Swing Line LoanAdvances. No such Letter of Credit shall have an expiry date that is less than 5 Business Days prior to the Commitment Termination Date or more than one year following the date of issuance thereof, unless otherwise determined by the Agent, Agent in its sole discretion, and neither Agent nor Revolving Lenders shall be under any obligation to incur Letter of Credit Obligations in respect of, or purchase risk participations in, any Letter of Credit having an expiry date that is later than the Commitment Termination Date; provided, however, that subject to the remaining terms of this Agreement, a Letter of Credit may have an expiry date that is later than 5 Business Days prior to the Commitment Termination Date (and, subject to the terms hereof, Agent and Lenders shall be obligated to incur Letter of Credit Obligations in respect thereof, or purchase risk participations therein, as applicable) so long as Borrower shall have deposited with Agent Cash Equivalents (as defined below) in an amount equal to one hundred five percent (105%) of the maximum amount then available to be drawn thereunder and in accordance with the provisions of paragraph (c) below.

Appears in 1 contract

Samples: Credit Agreement (Pioneer Drilling Co)

Issuance. Subject to the terms and conditions of the Agreement, Agent and Revolving Lenders agree to incur, from time to time prior to the Commitment Termination Date, upon the request of Borrower Representative on behalf of the applicable Borrower and for such Borrower's account, Letter of Credit Obligations by causing Letters of Credit to be issued by GE Capital or a Subsidiary thereof or a bank or other legally authorized Person selected by or acceptable to Agent in its sole discretion (each, an "L/C Issuer") for such Borrower's account and guaranteed by Agent; provided, that if the L/C Issuer is a Revolving Lender, then such Letters of Credit shall not be guaranteed by Agent but rather each Revolving Lender shall, subject to the terms and conditions hereinafter set forth, purchase (or be deemed to have purchased) risk participations in all such Letters of Credit issued with the written consent of Agent, as more fully described in paragraph (b)(ii) below. The aggregate amount of all such Letter of Credit Obligations shall not at any time exceed the least of (i) Ten Million Dollars ($5,000,000 10,000,000) (the "L/C Sublimit") and (ii) the Maximum Amount less the aggregate outstanding principal balance of the Revolving Credit Advances and the Swing Line Loan, and (iii) the Aggregate Borrowing Base less the aggregate outstanding principal balance of the Revolving Credit Advances and the Swing Line Loan. Furthermore, the aggregate amount of any Letter of Credit Obligations incurred on behalf of any Borrower shall not at any time exceed such Borrower's separate Borrowing Base less the aggregate principal balance of the Revolving Credit Advances and the Swing Line Loan to such Borrower. No such Letter of Credit shall have an expiry date that is less than 5 Business Days prior to the Commitment Termination Date or more than one year following the date of issuance thereof, unless otherwise determined by the Agent, in its sole discretion, and neither Agent nor Revolving Lenders shall be under any obligation to incur Letter of Credit Obligations in respect of, or purchase risk participations in, any Letter of Credit having an expiry date that is later than the Commitment Termination Date; provided, however, that subject to the remaining terms of this Agreement, a Letter of Credit may have an expiry date that is later than 5 Business Days prior to the Commitment Termination Date (and, subject to the terms hereof, Agent and Lenders shall be obligated to incur Letter of Credit Obligations in respect thereof, or purchase risk participations therein, as applicable) so long as Borrower shall have deposited with Agent Cash Equivalents (as defined below) in an amount equal to one hundred five percent (105%) of the maximum amount then available to be drawn thereunder and in accordance with the provisions of paragraph (c) below.

Appears in 1 contract

Samples: Credit Agreement (Laclede Steel Co /De/)

Issuance. Subject to the terms and conditions of the Agreement, -------- Administrative Agent and Lenders agree to incur, from time to time prior to the Commitment Termination Date, upon the request of Borrower Representative on behalf of the applicable Borrower and for such Borrower's account, Letter of Credit L/C Obligations by causing Letters of Credit to be issued (by GE Capital or a Subsidiary thereof or a bank or other legally authorized Person selected by or acceptable to Administrative Agent in its sole discretion (each, an "L/C Issuer")) for such Borrower's account and ---------- guaranteed by Administrative Agent; provided, that if that, with respect to any Letter -------- of Credit as to which the L/C Issuer is a Lender (an "L/C Issuing Lender"), then such Letters ------------------ Letter of Credit shall not be guaranteed by Administrative Agent but rather each Lender shall, subject to the terms and conditions hereinafter set forth, purchase (or be deemed to have purchased) risk participations in all such Letters Letter of Credit issued with the written consent of Agent, as more fully described provided in paragraph PARAGRAPH (b)(ii) below. The aggregate amount of all such Letter of Credit L/C Obligations shall not at any time exceed the least lesser of (i) Ten Million Dollars ($5,000,000 10,000,000), as such amount may be reduced from time to time pursuant to SECTION 1.3 (the "L/C Sublimit") ), and (ii) the Maximum Amount less the aggregate ------------ outstanding principal balance of the Revolving Credit Advances and (provided, that, -------- at the Swing Line Loantime of, and (iii) after taking into account, the Borrowing Base less incurrence of any L/C Obligations, Borrowers shall be in compliance with the aggregate outstanding principal balance of the Revolving Credit Advances and the Swing Line LoanAvailability Limitation. No such Letter of Credit shall have an expiry date that is less than 5 Business Days prior to the Commitment Termination Date or more than one year following the date of issuance thereof, unless otherwise determined by the Agent, in its sole discretion, and neither Administrative Agent nor Lenders shall be under any obligation to incur Letter of Credit L/C Obligations in respect of, or purchase risk participations in, any Letter of Credit having an expiry date that is later than the Commitment Termination Date; provided, however, that subject to the remaining terms of this Agreement, a Letter of Credit may have an expiry date that is later than 5 Business Days prior to the Commitment Termination Date (and, subject to the terms hereof, Agent and Lenders shall be obligated to incur Letter of Credit Obligations in respect thereof, or purchase risk participations therein, as applicable) so long as Borrower shall have deposited with Agent Cash Equivalents (as defined below) in an amount equal to one hundred five percent (105%) of the maximum amount then available to be drawn thereunder and in accordance with the provisions of paragraph (c) below.

Appears in 1 contract

Samples: Debtor in Possession Credit Agreement (Boston Chicken Inc)

Issuance. Subject to the terms and conditions of the Agreement, Agent and Lenders agree to incur, from time to time prior to the Commitment Termination Date, upon the request of Borrower and for Borrower's account, Letter of Credit Obligations by causing Letters of Credit to be issued by GE Capital or a Subsidiary thereof or a bank or other legally authorized Person selected by or acceptable to Agent in its sole discretion (each, an "L/C IssuerISSUER") for Borrower's account and guaranteed by Agent; providedPROVIDED, that if the L/C Issuer is a Lender, then such Letters of Credit shall not be guaranteed by Agent but rather each Lender shall, subject to the terms and conditions hereinafter set forth, purchase (or be deemed to have purchased) risk participations in all such Letters of Credit issued with the written consent of Agent, as more fully described in paragraph (b)(ii) below. The aggregate amount of all such Letter of Credit Obligations shall not at any time exceed the least of (i) Twenty-five Million Dollars ($5,000,000 25,000,000) (the "L/C SublimitSUBLIMIT") ), and (ii) the Maximum Amount less the aggregate outstanding principal balance of the Revolving Credit Advances and the Swing Line Loan, and (iii) the Borrowing Base less the aggregate outstanding principal balance of the Revolving Credit Advances and the Swing Line Loan. No such Letter of Credit shall have an expiry date that is less than 5 Business Days prior to the Commitment Termination Date or more than one year following the date of issuance thereof, unless otherwise determined by the Agent, Agent in its sole discretion, and neither Agent nor Lenders shall be under any obligation to incur Letter of Credit Obligations in respect of, or purchase risk participations in, any Letter of Credit having an expiry date that is later than the Commitment Termination Date; provided, however, that subject to the remaining terms of this Agreement, a Letter of Credit may have an expiry date that is later than 5 Business Days prior to the Commitment Termination Date (and, subject to the terms hereof, Agent and Lenders shall be obligated to incur Letter of Credit Obligations in respect thereof, or purchase risk participations therein, as applicable) so long as Borrower shall have deposited with Agent Cash Equivalents (as defined below) in an amount equal to one hundred five percent (105%) of the maximum amount then available to be drawn thereunder and in accordance with the provisions of paragraph (c) below.

Appears in 1 contract

Samples: Credit Agreement (Wesco International Inc)

Issuance. Subject to the terms and conditions of the Agreement, Agent and Revolving Lenders agree to incur, from time to time prior to the Commitment Termination Date, upon the request of Borrower and for Borrower's account, Letter of Credit Obligations by causing Letters of Credit to be issued (by GE Capital or a Subsidiary thereof or a bank or other legally authorized Person selected by or acceptable to Agent in its sole discretion, except with respect to documentary letters of credit which shall be issued by GE Capital Finance, Ltd. in conjunction with a bank or other legally authorized institution acceptable to GE Capital Finance, Ltd., in its sole discretion (each, an "L/C Issuer")) for Borrower's account and guaranteed by Agent; provided, however, that if the L/C Issuer is a Revolving Lender, then such Letters of Credit shall not be guaranteed by Agent but rather each Revolving Lender shall, subject to the terms and conditions hereinafter set forth, purchase (or be deemed to have purchased) risk participations in all such Letters of Credit issued with the written consent of Agent, as more fully described in paragraph (b)(ii) below. The aggregate amount of all such Letter of Credit Obligations shall not at any time exceed the least of (i) Ten Million Dollars ($5,000,000 10,000,000) (the "L/C Sublimit") ), and (ii) the Maximum Amount less the aggregate outstanding principal balance of the Revolving Credit Advances and the Swing Line LoanAdvances, and (iii) the Borrowing Base less the aggregate outstanding principal balance of the Revolving Credit Advances and the Swing Line LoanAdvances. No such Letter of Credit shall have an expiry date that which is less than 5 Business Days prior to the Commitment Termination Date or more than one year following the date of issuance thereof, unless otherwise determined by the Agent, in its sole discretion, and neither Agent nor Revolving Lenders shall be under any obligation to incur Letter of Credit Obligations in respect of, or purchase risk participations in, any Letter of Credit having an expiry date that which is later than the Commitment Termination Date; provided, however, that subject to the remaining terms of this Agreement, a Letter of Credit may have an expiry date that is later than 5 Business Days prior to the Commitment Termination Date (and, subject to the terms hereof, Agent and Lenders shall be obligated to incur Letter of Credit Obligations in respect thereof, or purchase risk participations therein, as applicable) so long as Borrower shall have deposited with Agent Cash Equivalents (as defined below) in an amount equal to one hundred five percent (105%) of the maximum amount then available to be drawn thereunder and in accordance with the provisions of paragraph (c) below.

Appears in 1 contract

Samples: Credit Agreement (Baldwin Piano & Organ Co /De/)

Issuance. Subject to From time-to-time from the terms and conditions date of this Agreement until four months before the Agreement, Agent and Lenders agree to incur, from time to time prior to the Commitment Termination Tranche A Maturity Date, upon at the request of Borrower and for the Borrower's account, Letter of Credit Obligations by causing Letters of Credit to be issued by GE Capital or a Subsidiary thereof or a bank or other legally authorized Person selected by or acceptable to Agent in its sole discretion (each, an "L/C Issuer") for Borrower's account and guaranteed by Agent; provided, that if the L/C Issuer is a Lender, then such Letters of Credit shall not be guaranteed by Agent but rather each Lender Issuing Bank shall, subject to on the terms and conditions hereinafter set forth, purchase (issue, increase, or be deemed to have purchased) risk participations in all such extend the expiration date of Letters of Credit issued with for the written consent account of Agent, as more fully described in paragraph (b)(ii) belowthe Borrower on any Business Day. The aggregate amount of all such No Letter of Credit Obligations shall not at any time exceed the least of will be issued, increased, or extended: (i) $5,000,000 if such issuance, increase, or extension would cause (the "L/C Sublimit") and (iiA) the Maximum Amount Letter of Credit Exposure to exceed the lesser of (1) $20,000,000 or (2) the aggregate Tranche A Commitments less the aggregate outstanding principal balance amount of the Revolving Credit Advances and the Swing Line Loan, and all Tranche A Advances; (iiiii) the Borrowing Base less the aggregate outstanding principal balance of the Revolving Credit Advances and the Swing Line Loan. No unless such Letter of Credit shall have has an expiry date that is less Expiration Date not later than 5 Business Days prior to the Commitment Termination Date or more than one year following earlier of (A) 13 months after the date of issuance thereofthereof (or, if extendable beyond such period, unless otherwise determined such Letter of Credit is cancellable upon 120 days' notice given by the Agent, Issuing Bank to the beneficiary of such Letter of Credit) and (B) the Tranche A Maturity Date; (iii) unless such Letter of Credit is in form and substance acceptable to the Issuing Bank in its sole discretion, and neither Agent nor Lenders shall be under any obligation to incur ; (iv) unless such Letter of Credit Obligations is a standby letter of credit not supporting the repayment of indebtedness for borrowed money of any Person; (v) unless the Borrower has delivered to the Issuing Bank a completed and executed letter of credit application on the Issuing Bank's standard form, which application for the initial Issuing Bank is in respect of, or purchase risk participations in, any the form of the attached Exhibit G; and (vi) unless such Letter of Credit having an expiry date that is later than governed by the Commitment Termination Date; providedUniform Customs and Practice for Documentary Credits (1993 Revision), however, that subject International Chamber of Commerce Publication No. 500 or any successor publication. If the terms of any letter of credit application referred to in the remaining foregoing clause (v) conflicts with the terms of this Agreement, a the terms of this Agreement shall control. Notwithstanding the foregoing, if the Agent and the Banks permit the Expiration Date of any Letter of Credit may have to extend beyond the Tranche A Maturity Date, the Borrower shall deposit with the Agent into the Cash Collateral Account on the Tranche A Maturity Date an expiry date that is later than 5 Business Days prior amount of cash equal to the Commitment Termination Date (and, subject outstanding Letter of Credit Exposure as security for the Obligations to the terms hereof, Agent and Lenders shall be obligated to incur extent the Letter of Credit Obligations in respect thereof, or purchase risk participations therein, as applicable) so long as Borrower shall have deposited with Agent Cash Equivalents (as defined below) in an amount equal to one hundred five percent (105%) of the maximum amount then available to be drawn thereunder and in accordance with the provisions of paragraph (c) beloware not otherwise paid at such time.

Appears in 1 contract

Samples: Credit Agreement (Equity Corp International)

Issuance. Subject to the terms and conditions of the Agreement, Agent and Revolving Lenders agree to incur, from time to time prior to the Commitment Termination Date, upon the request of Borrower Representative on behalf of the applicable Borrower and for such Borrower's ’s account, Letter of Credit Obligations by causing Letters of Credit to be issued by GE Capital or a Subsidiary thereof or a bank or other legally authorized Person selected by or acceptable to Agent in its sole discretion (each, an "L/C Issuer") for such Borrower's ’s account and guaranteed by Agent; provided, that if the L/C Issuer is a Revolving Lender, then such Letters of Credit shall not be guaranteed by Agent but rather each Revolving Lender shall, subject to the terms and conditions hereinafter set forth, purchase (or be deemed to have purchased) risk participations in all such Letters of Credit issued with the written consent of Agent, as more fully described in paragraph (b)(ii) below. The aggregate amount of all such Letter of Credit Obligations shall not at any time exceed the least of (i) $5,000,000 1,000,000 (the "L/C Sublimit") and (ii) the Maximum Amount less the aggregate outstanding principal balance of the Revolving Credit Advances and the Swing Line Loan, and (iii) the Borrowing Base Aggregate Availability less the aggregate outstanding principal balance of the Revolving Credit Advances and the Swing Line Loan. No such Letter of Credit shall have an expiry date that is less than 5 Business Days prior to the Commitment Termination Date or more than one year following the date of issuance thereof, unless otherwise determined by the Agent, in its sole discretion, and neither Agent nor Revolving Lenders shall be under any obligation to incur Letter of Credit Obligations in respect of, or purchase risk participations in, any Letter of Credit having an expiry date that is later than five (5) Business Days prior to the Commitment Termination Date; provided, however, that subject to the remaining terms of this Agreement, a any Letter of Credit may have an expiry provide for a renewal thereof for additional one (1) year periods (which shall in no event extend beyond the date that which is later than 5 five (5) Business Days prior to the Commitment Termination Date (and, subject to the terms hereof, Agent and Lenders shall be obligated to incur Letter of Credit Obligations in respect thereof, or purchase risk participations therein, as applicable) so long as Borrower shall have deposited with Agent Cash Equivalents (as defined below) in an amount equal to one hundred five percent (105%) of the maximum amount then available to be drawn thereunder and in accordance with the provisions of paragraph (c) belowDate).

Appears in 1 contract

Samples: Credit Agreement (Amedisys Inc)

Issuance. Subject to the terms and conditions of the Agreement, Administrative Agent and Revolving Lenders agree to incur, from time to time prior to the Commitment Termination Date, upon the request of Borrower Representative on behalf of Borrowers and for Borrower's any such Borrowers' account, Letter of Credit Obligations by causing Letters of Credit to be issued by GE Capital or a Subsidiary thereof or a bank or other legally authorized Person selected by or acceptable to Administrative Agent in its sole discretion (each, an "L/C Issuer") for such Borrower's account and guaranteed by Administrative Agent; provided, that if the L/C Issuer is a Revolving Lender, then such Letters of Credit shall not be guaranteed by Administrative Agent but rather each Revolving Lender shall, subject to the terms and conditions hereinafter set forth, purchase (or be deemed to have purchased) risk participations in all such Letters of Credit issued with the written consent of Administrative Agent, as more fully described in paragraph (b)(ii) below. The aggregate amount of all such Letter of Credit Obligations shall not at any time exceed the least of (i) Seventy-Five Million Dollars ($5,000,000 75,000,000) (the "L/C Sublimit") and (ii) the Maximum Amount less the aggregate outstanding principal balance of the Revolving Credit Advances and the Swing Line Loan, and (iii) the Revolver Borrowing Base less the aggregate outstanding principal balance of the Revolving Credit Advances and the Swing Line Loan. No such Letter of Credit shall have an expiry date that is less than 5 Business Days prior to the Commitment Termination Date or more than one year following the date of issuance thereof, unless otherwise determined by the Administrative Agent, in its sole discretiondiscretion (including with respect to customary evergreen provisions), and neither Administrative Agent nor Revolving Lenders shall be under any obligation to incur Letter of Credit Obligations in respect of, or purchase risk participations in, any Letter of Credit having an expiry date that is later than the Commitment Termination Date; provided, however, that subject to the remaining terms of this Agreement, a Letter of Credit may have an expiry date that is later than 5 Business Days prior to the Commitment Termination Date (and, subject to the terms hereof, Agent and Lenders shall be obligated to incur Letter of Credit Obligations in respect thereof, or purchase risk participations therein, as applicable) so long as Borrower shall have deposited with Agent Cash Equivalents (as defined below) in an amount equal to one hundred five percent (105%) of the maximum amount then available to be drawn thereunder and in accordance with the provisions of paragraph (c) below.

Appears in 1 contract

Samples: Credit Agreement (Allied Holdings Inc)

Issuance. Subject to the terms and conditions of the Agreement, Agent and Revolving Lenders agree to incur, from time to time prior to the Commitment Termination Date, upon the request of Borrower Representative on behalf of the applicable Borrower and for such Borrower's account, Letter of Credit Obligations by causing Letters of Credit to be issued by GE Capital BankBoston, N.A. or a Subsidiary thereof or a bank or other another legally authorized Person selected by or acceptable to Agent Agents in its their sole discretion (each, an "L/C IssuerISSUER")) for such Borrower's account and guaranteed by Agent; providedPROVIDED, HOWEVER, that if the L/C Issuer is a Revolving Lender, then such Letters of Credit shall not be guaranteed by Agent but rather each Revolving Lender shall, subject to the terms and conditions hereinafter set forth, purchase (or be deemed to have purchased) risk participations in all such Letters of Credit issued with the written consent of Agent, as more fully described in paragraph (b)(ii) below. The aggregate amount of all such Letter of Credit Obligations shall not at any time exceed the least of (i) Ten Million Dollars ($5,000,000 10,000,000) (the "L/C SublimitSUBLIMIT") ), and (ii) the Maximum Amount less LESS the aggregate outstanding principal balance of the Revolving Credit Advances and the Swing Line Loan, and (iii) the Aggregate Borrowing Base less LESS the aggregate outstanding principal balance of the Revolving Credit Advances and the Swing Line Loan. Furthermore, the aggregate amount of any Letter of Credit Obligations incurred on behalf of any Borrower shall not at any time exceed such Borrower's separate Borrowing Base LESS the aggregate principal balance of the Revolving Credit Advances and the Swing Line Loan to such Borrower. No such Letter of Credit shall have an expiry date that which is less than 5 Business Days prior to the Commitment Termination Date or more than one year following the date of issuance thereof, unless otherwise determined by the Agent, in its sole discretion, and neither Agent nor Revolving Lenders shall be under any obligation to incur Letter of Credit Obligations in respect of, or purchase risk participations in, any Letter of Credit having an expiry date that which is later than the Commitment Termination Date; provided, however, that subject to the remaining terms of this Agreement, a Letter of Credit may have an expiry date that is later than 5 Business Days fourteen (14) days prior to the Commitment Termination Date (and, subject to the terms hereof, Agent and Lenders shall be obligated to incur Letter of Credit Obligations in respect thereof, or purchase risk participations therein, as applicable) so long as Borrower shall have deposited with Agent Cash Equivalents (as defined below) in an amount equal to one hundred five percent (105%) of the maximum amount then available to be drawn thereunder and in accordance with the provisions of paragraph (c) belowDate.

Appears in 1 contract

Samples: Credit Agreement (Recycling Industries Inc)

Issuance. Subject to the terms and conditions of the Agreement, Agent and Lenders agree Fronting Lender agrees to incur, or purchase participations in, from time to time prior to the Commitment Termination Date, upon the request of European Borrower and Representatives for Borrower's European Borrowers’ account, European Letter of Credit Obligations by causing Letters of Credit to be issued by GE Capital or a Subsidiary thereof or a bank or other legally authorized Person selected by or acceptable to European Loan Agent in its sole discretion (each, an "" European L/C IssuerIssuer ") for a European Borrower's ’s account and guaranteed by AgentFronting Lender; providedprovided , that if the European L/C Issuer is a Fronting Lender, then such Letters of Credit shall not be guaranteed by Agent Fronting Lender but rather each Lender European Revolving Loan Participant shall, subject to the terms and conditions hereinafter set forth, purchase (or be deemed to have purchased) risk participations in all such Letters of Credit issued with the written consent of AgentFronting Lender, as more fully described in paragraph (b)(ii) below. The aggregate amount in Dollar Equivalents of all such European Letter of Credit Obligations shall not at any time exceed the least of (i) the Dollar Equivalent of (i) EIGHT MILLION DOLLARS ($5,000,000 8,000,000) (the "" European L/C SublimitSublimit ") and (ii) the European Maximum Amount less the aggregate outstanding principal balance in Dollar Equivalents of the European Revolving Credit Advances and the Swing Line LoanAdvances, and (iii) the European Borrowing Base less the Dollar Equivalent of the aggregate outstanding principal balance of the European Revolving Credit Advances and the Swing Line LoanAdvances. No such European Letter of Credit shall have an expiry date that is less than 5 Business Days prior to the Commitment Termination Date or more than one (1) year following the date of the issuance thereof, unless otherwise determined agreed by the AgentFronting Lender, in its sole discretiondiscretion (including with respect to customary evergreen provisions), and neither Agent nor Lenders Fronting Lender shall not be under any obligation to incur European Letter of Credit Obligations in respect of, or purchase risk participations in, any European Letter of Credit having an expiry date that is later than the Commitment Termination Date; provided, however, that subject to the remaining terms of this Agreement, a Letter of Credit may have an expiry date that is later than 5 Business Days prior to the Commitment Termination Date (and, subject to the terms hereof, Agent and Lenders shall be obligated to incur Letter of Credit Obligations in respect thereof, or purchase risk participations therein, as applicable) so long as Borrower shall have deposited with Agent Cash Equivalents (as defined below) in an amount equal to one hundred five percent (105%) of the maximum amount then available to be drawn thereunder and in accordance with the provisions of paragraph (c) below.

Appears in 1 contract

Samples: Credit Agreement (Fibermark Inc)

Issuance. Subject The Revolving Lenders agree, subject to the terms and -------- conditions of the Agreementhereinafter set forth, Agent and Lenders agree to incur, from time to time prior to the Commitment Termination Date, upon the request of Borrower and for Borrower's account, incur Letter of Credit Obligations by causing in respect of the issuance of Letters of Credit to be issued by either (i) a Revolving Lender (including GE Capital Capital) or a Subsidiary thereof or (ii) a bank or other legally authorized Person selected by or acceptable to Agent GE Capital and customarily utilized by GE Capital in its sole discretion transactions of the type evidenced by this Agreement (each, an a "L/C Letter of Credit Issuer") for Borrower's account and guaranteed by Agent; provided, that if ). If ----------------------- the L/C Letter of Credit Issuer is not a Revolving Lender, then such all Letters of Credit shall not be issued for the account of Borrower, but shall be guaranteed by Agent but rather GE Capital. In either case, all of the Revolving Lenders shall be deemed to have purchased a risk participation in the obligations of each Revolving Lender shallthat is a Letter of Credit Issuer, subject or of GE Capital to any Letter of Credit Issuer that is not a Revolving Lender, with respect to such Letters of Credit, on the terms and conditions hereinafter set forth, purchase (or be deemed to have purchased) risk participations in all . All such Letters of Credit shall be issued on terms requested by Borrower and reasonably acceptable to the Administrative Agent and shall support obligations of Borrower or a Subsidiary of Borrower incurred in the ordinary course of its business, including obligations incurred in connection with the payment of its statutory or contractual deposits, insurance premiums, utility and other operating ex penses and obligations, all as Borrower shall request by written consent notice given in accordance with the provisions of Agentparagraph 5 below and received by the Administrative Agent not less than five (5) Business Days prior to the requested date of issuance of any such Letter of Credit; provided, as more fully described in paragraph (b)(ii) below. The that the aggregate -------- amount of all such Letter of Credit Obligations at any one time outstanding (whether or not then due and payable) shall not at any time exceed the least lesser of (ia) $5,000,000 2,500,000 (the "L/C Letter of Credit Sublimit") and (ii) the Maximum Amount less the aggregate outstanding principal balance of the Revolving Credit Advances and the Swing Line Loan, and (iiib) the Borrowing Base less minus the aggregate outstanding principal balance of the ------------------------- ----- Revolving Credit Advances Loan; and the Swing Line Loan. No further provided, that (i) each such Letter of Credit ------- -------- shall have an expiry date that which is less than 5 Business Days prior to the Commitment Termination Date or more not later than one year following the date of issuance thereof, unless otherwise determined renewable for successive periods of one year each as Borrower shall request by written notice given in accordance with the provisions of paragraph 5 below and received by the Agent, in its sole discretionAdministrative Agent not less than five (5) Business Days prior to the requested date of renewal of any Letter of Credit previously issued and currently outstanding hereunder, and neither Agent nor (ii) the Revolving Lenders shall be under any no obligation to incur Letter of Credit Obligations in respect of, or purchase risk participations in, of any Letter of Credit having an expiry date that is later than the Revolving Credit Commitment Termination Maturity Date; provided, however, that subject to the remaining terms of this Agreement, a Letter of Credit may have an expiry date that is later than 5 Business Days prior to the Commitment Termination Date (and, subject to the terms hereof, Agent and Lenders shall be obligated to incur Letter of Credit Obligations in respect thereof, or purchase risk participations therein, as applicable) so long as Borrower shall have deposited with Agent Cash Equivalents (as defined below) in an amount equal to one hundred five percent (105%) of the maximum amount then available to be drawn thereunder and in accordance with the provisions of paragraph (c) below.

Appears in 1 contract

Samples: Credit Agreement (Ramsay Health Care Inc)

Issuance. Subject to the terms and conditions of the Agreement, -------- Agent and Lenders agree agrees to incur, incur from time to time prior to the Commitment Termination Datetime, upon the request of Borrower on behalf of Borrower and for Borrower's account, Letter of Credit Obligations and Eligible Trade L/C Obligations by causing Letters of Credit and Eligible Trade L/Cs to be issued on terms acceptable to Agent and by GE Capital or a Subsidiary thereof or a bank or other legally authorized Person selected by or acceptable to Agent in its sole discretion and Borrower (each, an "L/C Issuer") for ---------- Borrower's account and guaranteed by Agent; provided, however, that if the L/C Issuer is a Lender, then such Letters of Credit shall not be guaranteed by Agent but rather each Lender shall, subject to the terms and conditions hereinafter set forth, purchase (or be deemed to have purchased) risk participations in all such Letters of Credit issued with the written consent of Agent, as more fully described in paragraph (b)(ii) below. The -------- ------- aggregate amount of the sum of all such Letter of Credit Obligations plus ---- Eligible Trade L/C Obligations shall not at any time exceed the least lesser of (i) Eighty-Five Million Dollars ($5,000,000 85,000,000) (the "L/C Sublimit") and ), or (ii) the ------------ Maximum Amount less the aggregate outstanding principal balance of the Revolving ---- Credit Advances and Advances; provided further that Letter of Credit Obligations plus 35% of -------- ------- Eligible Trade L/C Obligations during the Swing Line Loan, and (iii) period of September 1 through October 31 of each year or 40% of Eligible Trade L/C Obligations at all other times shall not exceed the Borrowing Base less the aggregate outstanding principal balance of the ---- Revolving Credit Advances and the Swing Line LoanAdvances. No such Letter of Credit Obligation or Eligible Trade L/C Obligation shall have an expiry date that which is less than 5 Business Days prior to the Commitment Termination Date or more than one year following the date of issuance thereof, unless otherwise determined by and Agent and the Agent, in its sole discretion, and neither Agent nor Lenders shall be under any no obligation to incur Letter of Credit Obligations or Eligible Trade L/C Obligations in respect of, or purchase risk participations in, of any Letter of Credit or Eligible Trade L/C having an expiry date that which is later than the Commitment Termination Date; provided, however, that subject . The Borrower may request to change the remaining terms of this Agreement, a Letter of Credit may have an expiry date that is later than 5 Business Days prior to the Commitment Termination Date (andLC Issuer, subject to the terms hereofconsent by Agent, Agent and Lenders which consent shall not be obligated to incur Letter of Credit Obligations in respect thereof, or purchase risk participations therein, as applicable) so long as Borrower shall have deposited with Agent Cash Equivalents (as defined below) in an amount equal to one hundred five percent (105%) of the maximum amount then available to be drawn thereunder and in accordance with the provisions of paragraph (c) belowunreasonably withheld.

Appears in 1 contract

Samples: Credit Agreement (Wilsons the Leather Experts Inc)

Issuance. Subject to the terms and conditions of the Agreement, Agent and Revolving Lenders agree to incur, from time to time prior to the Commitment Termination Date, upon the request of Borrower Representative on behalf of the applicable Borrower and for such Borrower's account, Letter of Credit Obligations by causing Letters of Credit to be issued by GE Capital or a Subsidiary thereof or a bank or other legally authorized Person selected by or acceptable to Agent in its sole discretion (each, an "L/C Issuer") for such Borrower's account and guaranteed by Agent; provided, that if the L/C Issuer is a Revolving Lender, then such Letters of Credit shall not be guaranteed by Agent but rather each Revolving Lender shall, subject to the terms and conditions hereinafter set forth, purchase (or be deemed to have purchased) risk participations in all such Letters of Credit issued with the written consent of Agent, as more fully described in paragraph (b)(ii) below. The aggregate amount of all such Letter of Credit Obligations shall not at any time exceed the least of (i) Two Million Dollars ($5,000,000 2,000,000) (the "L/C Sublimit") and (ii) the Maximum Amount less the aggregate outstanding principal balance of the Revolving Credit Advances and the Swing Line Loan, and (iii) the Aggregate Borrowing Base less the aggregate outstanding principal balance of the Revolving Credit Advances and the Swing Line Loan. Furthermore, the aggregate amount of any Letter of Credit Obligations incurred on behalf of any Borrower shall not at any time exceed such Borrower's separate Borrowing Base less the aggregate principal balance of the Revolving Credit Advances and the Swing Line Loan to such Borrower. No such Letter of Credit shall have an expiry date that is less than 5 Business Days prior to the Commitment Termination Date or more than one year following the date of issuance thereof, unless otherwise determined by the Agent, in its sole discretion, and neither Agent nor Revolving Lenders shall be under any obligation to incur Letter of Credit Obligations in respect of, or purchase risk participations in, any Letter of Credit having an expiry date that is later than the Commitment Termination Date; provided, however, that subject to the remaining terms of this Agreement, a Letter of Credit may have an expiry date that is later than 5 Business Days prior to the Commitment Termination Date (and, subject to the terms hereof, Agent and Lenders shall be obligated to incur Letter of Credit Obligations in respect thereof, or purchase risk participations therein, as applicable) so long as Borrower shall have deposited with Agent Cash Equivalents (as defined below) in an amount equal to one hundred five percent (105%) of the maximum amount then available to be drawn thereunder and in accordance with the provisions of paragraph (c) below.

Appears in 1 contract

Samples: Credit Agreement (Coyne International Enterprises Corp)

Issuance. Subject to From time-to-time from the terms and conditions of Effective Date until 30 days before the Agreement, Agent and Lenders agree to incur, from time to time prior to the Commitment Termination Final Maturity Date, upon at the written request of Borrower and for any Borrower's account, Letter of Credit Obligations by causing Letters of Credit to be issued by GE Capital or a Subsidiary thereof or a bank or other legally authorized Person selected by or acceptable to Agent in its sole discretion (each, an "L/C Issuer") for Borrower's account and guaranteed by Agent; provided, that if the L/C Issuer is a Lender, then such Letters of Credit shall not be guaranteed by Agent but rather each Lender Issuing Banks shall, subject to on the terms and conditions hereinafter set forth, purchase (issue, increase, or be deemed to have purchased) risk participations in all such extend the expiration date of Letters of Credit issued for the account of a Borrower or for the account of any Loan Party (in which case a Borrower and such Loan Party shall be co-applicants with the written consent respect to such Letter of AgentCredit) on any Business Day. No Letter of Credit will be issued, increased, or extended: (i) except as more fully described otherwise provided in paragraph (b)(iiii) below. The , if the equity portion of the applicable Rig’s Total Cost as specified in the attached Schedule 2.01 has not already been paid by the applicable Borrower to the Shipyard, unless the applicable Borrower has deposited into the XX Xxxx Collateral Account an amount equal to the Letter of Credit Exposure with respect to such Letter of Credit. (ii) if such issuance, increase, or extension would cause the Letter of Credit Exposure to exceed (A) if the equity portion of Rig 1’s Total Cost as specified in the attached Schedule 2.01 has already been paid by the applicable Borrower to the Shipyard, the lesser of (1) $10,000,000 and (2) the Aggregate Revolving Commitments, (B) if the equity portion of Rig 2’s Total Cost as specified in the attached Schedule 2.01 has already been paid by the applicable Borrower to the Shipyard, the lesser of (1) $20,000,000 and (2) the Aggregate Revolving Commitments, (C) if the equity portion of Rig 3’s Total Cost as specified in the attached Schedule 2.01 has already been paid by the applicable Borrower to the Shipyard, on or before the Rig 4 Delivery Date, the lesser of (1) $30,000,000 and (2) the Aggregate Revolving Commitments, and (D) if the equity portion of Rig 4’s Total Cost as specified in the attached Schedule 2.01 has already been paid by the applicable Borrower to the Shipyard, the Aggregate Revolving Commitments, in each case minus the sum of the aggregate outstanding principal amount of all Revolving Advances; (iii) unless such Letter of Credit Obligations shall has an expiration date not at any time exceed later than the least earlier of (iA) $5,000,000 (two years after the "L/C Sublimit") date of issuance thereof or such longer period as agreed to by the applicable Issuing Bank and (iiB) the Maximum Amount less the aggregate outstanding principal balance of the Revolving Credit Advances and the Swing Line Loan, and (iii) the Borrowing Base less the aggregate outstanding principal balance of the Revolving Credit Advances and the Swing Line Loan. No such Letter of Credit shall have an expiry date that is less than 5 five Business Days prior to the Commitment Termination Date or more than one year following Final Maturity Date; (iv) unless such Letter of Credit is in form and substance acceptable to the date of issuance thereof, unless otherwise determined by the Agent, applicable Issuing Bank in its sole discretion; (v) until the applicable Rig’s Delivery Date, and neither Agent nor Lenders shall be under any obligation with respect to incur Letter of Credit Obligations in respect of, or purchase risk participations in, any Letter of Credit having an expiry date that which relates to a specific Rig, unless the beneficiary of such Letter of Credit is later than the Commitment Termination Date; provided, however, that subject reasonably acceptable to the remaining Joint Bookrunners and the Majority Lenders; (vi) unless the applicable Borrower has delivered to the applicable Issuing Bank a completed and executed Letter of Credit Application; (vii) unless such Letter of Credit is governed by any of (A) the Uniform Customs and Practice for Documentary Credits (1993 Revision), International Chamber of Commerce Publication No. 500, (B) the Uniform Customs and Practice for Documentary Credits (2007 Revision), International Chamber of Commerce Publication No. 600 or (C) the International Standby Practices, International Chamber of Commerce Commission Publication No. 590, or any successor to such publications. If the terms of any letter of credit application referred to in the foregoing clause (iv) conflicts with the terms of this Agreement, the terms of this Agreement shall control; and (viii) prior to the Rig 1 Delivery Date, unless such Letter of Credit is issued as a bid bond or performance bond; Each Letter of Credit shall be issued or amended, as the case may be, upon the written request of the applicable Borrower delivered to the Issuing Bank (with a copy to the Facility Agent) in the form of a Letter of Credit may have an expiry date that is Application, appropriately completed and signed by a Responsible Officer of such Borrower. Such Letter of Credit Application must be received by the Issuing Bank and the Facility Agent not later than 5 5:00 p.m. (Paris, France time) on the fifth Business Days Day (or such later date and time as the Facility Agent and the Issuing Bank may agree in a particular instance in their sole discretion) prior to the Commitment Termination Date (andproposed issuance date or date of amendment, subject as the case may be. Additionally, the Borrower shall furnish to the terms hereof, Issuing Bank and the Administrative Agent such other documents and Lenders shall be obligated information pertaining to incur such requested Letter of Credit Obligations in respect thereof, issuance or purchase risk participations thereinamendment, as applicable) so long as Borrower shall have deposited with the Issuing Bank or the Facility Agent Cash Equivalents (as defined below) in an amount equal to one hundred five percent (105%) of the maximum amount then available to be drawn thereunder and in accordance with the provisions of paragraph (c) belowmay require.

Appears in 1 contract

Samples: Credit Agreement (Vantage Drilling CO)

Issuance. Subject to the terms and conditions of the Agreement, Agent -------- and Lenders agree to incur, from time to time prior to the Commitment Termination Date, upon the request of Borrower Representative on behalf of the applicable Borrower and for such Borrower's account, Letter of Credit Obligations by causing Letters of Credit to be issued (by GE Capital or a Subsidiary thereof or a bank or other legally authorized Person selected by or acceptable to Agent in its sole discretion (each, an "L/C Issuer")) for such Borrower's account and guaranteed ---------- by Agent, on behalf of Lenders; provided, provided that if the L/C Issuer is a Lender, -------- then such Letters of Credit shall not be guaranteed by Agent but rather each Lender shall, subject to the terms and conditions hereinafter set forth, purchase (or be deemed to have purchased) risk participations in all such Letters of Credit issued with the written consent of Agent, as more fully described in paragraph (b)(ii) below. The aggregate amount of all such Letter ----------------- of Credit Obligations shall not not, at any time time, exceed the least of (i) $5,000,000 350,000,000 (the "L/C Sublimit") and (ii) the Maximum Amount less the aggregate outstanding ------------ ---- principal balance of the Revolving Credit Advances and the Swing Line Loan, Loan and (iii) the Borrowing Base plus the product of (A) the L/C Advance Rate multiplied ---- ---------- by (B) the aggregate outstanding Letter of Credit Obligations incurred in respect of Trade Letters of Credit at such time less the aggregate outstanding ---- principal balance of the Revolving Credit Advances and the Swing Line Loan. Subject in all respects to the immediately preceding sentence, the aggregate amount of all Letters of Credit Obligations incurred in respect of (i) Trade Letters of Credit shall not, at any time, exceed $200,000,000 and (ii) Standby Letters of Credit shall not, at any time, exceed $200,000,000. No such Letter of Credit shall have an expiry date that which is less than 5 Business Days prior to the Commitment Termination Date or more than one year following the date of issuance thereof, unless otherwise determined by the Agent, in its sole discretion, and neither Agent nor Lenders shall be under any obligation to incur Letter of Credit Obligations in respect of, or purchase risk participations in, any Letter of Credit having an expiry date that which is later than the Commitment Termination Date; provided, however, that subject to the remaining terms of this Agreement, a Letter of Credit may have an expiry date that is later than 5 Business Days prior to the Commitment Termination Date (and, subject to the terms hereof, Agent and Lenders shall be obligated to incur Letter of Credit Obligations in respect thereof, or purchase risk participations therein, as applicable) so long as Borrower shall have deposited with Agent Cash Equivalents (as defined below) in an amount equal to one hundred five percent (105%) of the maximum amount then available to be drawn thereunder and in accordance with the provisions of paragraph (c) below.

Appears in 1 contract

Samples: Post Petition Loan and Guaranty Agreement (Montgomery Ward Holding Corp)

Issuance. Subject to the terms and conditions of the this Agreement, Agent and Lenders agree to incurincur (on a pro rata basis based on their respective Revolving Loan Commitment), from time to time prior to during the Commitment Termination DateBorrowing Period, upon the request of Borrower and for Borrower's accountBorrowers, Letter of Credit Obligations (defined below) by causing Letters of Credit to be issued by GE Capital or a Subsidiary thereof or a bank or other legally authorized Person financial institution selected by or acceptable to Agent in its sole discretion (each, an "L/C Issuer") for Borrower's Borrowers' account and guaranteed by Agent; provided, that if the L/C Issuer is a Lender, then such Letters of Credit shall not be guaranteed by Agent but rather each Lender shall, subject to the terms and conditions hereinafter set forth, purchase (or be deemed to have purchased) risk participations in all such Letters of Credit issued with the written consent of Agent, as more fully described in paragraph (b)(ii) below. The aggregate amount of all such Letter of Credit Obligations shall not at any time exceed the least lesser of (i) Twenty Million Dollars ($5,000,000 20,000,000.00) (the "L/C Sublimit") and (ii) the Maximum Amount less the aggregate outstanding principal balance Revolving Loan Commitment of the Revolving Credit Advances and the Swing Line Loan, and (iii) the Borrowing Base all Lenders less the aggregate outstanding principal balance of the Revolving Credit Advances and the Swing Line Loan. No such Letter of Credit shall have an expiry date that is less than 5 Business Days prior to the Commitment Termination Date or more than one (1) year following the date of issuance thereof, unless otherwise determined by the Agent, in its sole discretion, and neither Agent nor Lenders shall be under any obligation to incur Letter of Credit Obligations in respect of, thereof or purchase risk participations in, any Letter of Credit having an expiry date that is later than the Commitment Termination Maturity Date; provided, howeverunless otherwise approved by the Agent in its sole discretion. The letters of credit listed at the end of this Exhibit B (the "Fleet LCs") shall be deemed to be Letters of Credit. The parties to this Agreement shall cooperate, that subject using good faith efforts (including, without limitation, sending notices to the remaining terms beneficiaries of this Agreementthe Fleet LCs), a Letter of Credit may have an expiry date that is later than 5 Business Days prior to the Commitment Termination Date (and, subject to the terms hereof, Agent and Lenders shall be obligated to incur Letter of Credit Obligations in respect thereof, or purchase risk participations therein, as applicable) so long as Borrower shall have deposited with Agent Cash Equivalents (as defined below) terminate in an amount equal to one hundred five percent (105%) of expeditious manner the maximum amount then available to be drawn thereunder and Fleet LCs in accordance with the provisions their respective terms and replace them with new Letters of paragraph (c) belowCredit issued pursuant to this Agreement.

Appears in 1 contract

Samples: Loan Agreement (Omega Healthcare Investors Inc)

Issuance. Subject to the terms and conditions of the this Agreement, Agent and Lenders agree to incur, from time to time prior to the Commitment Termination Date, upon the request of Borrower Representative on behalf of the U.S. Borrowers or the Canadian Borrowers, as the case may be, and for Borrower's such Borrowers’ account, Letter of Credit Obligations by causing with respect to Letters of Credit to be issued by GE Capital or a Subsidiary thereof or a bank or other legally authorized Person selected by or acceptable to Agent in its sole discretion (each, an "L/C Issuer") for Borrower's account and guaranteed by Agent; provided, that if the L/C Issuer is a Lender, then for such Letters of Credit shall not be guaranteed by Agent but rather each Borrowers’ account. Each Lender shall, subject to the terms and conditions hereinafter set forth, purchase (or be deemed to have purchased) risk participations in all such Letters of Credit issued with the written consent of Agent, as more fully described in paragraph (b)(ii) belowSection 2.2(b)(ii). The Parent Borrower shall be a co-obligor on any Letter of Credit issued on account of any U.S. Borrower. The aggregate amount of all such Letter of Credit Obligations shall shall, subject to Section 2.3(b)(ii) and Section 2.3(b) (iii), as applicable, not at any time exceed the least of (i) $5,000,000 350,000,000 (the "L/C Sublimit") and (ii) the Maximum Amount less the aggregate outstanding principal balance of the Revolving Credit Advances and the Swing Line Loan, and (iii) the Borrowing Base less the aggregate outstanding principal balance of the Revolving Credit Advances and the Swing Line Loan”). No such Letter of Credit shall have an expiry date that is less than 5 Business Days prior to the Commitment Termination Date or more than one year following the date of issuance thereof, but may contain provisions for automatic renewal thereof for periods not in excess of one (1) year, unless otherwise reasonably determined by Agent and the Agentapplicable L/C Issuer, in its their respective sole discretion, and neither Agent nor Lenders no Lender shall be under any obligation to incur Letter of Credit Obligations in respect of, or purchase risk participations in, any Letter of Credit having an expiry date that is later than the Commitment fifth (5th) Business Day prior to the Stated Termination Date; provided, however, further that subject to the remaining terms of this Agreement, a Letter of Credit may have an expiry may, upon the request of the applicable Borrower, be issued or renewed for a period beyond the date that is later than 5 five (5) Business Days prior to the Commitment maturity date thereof if such Letter of Credit becomes subject to cash collateralization on such fifth (5th) Business Day prior to the Stated Termination Date (andat 103% of the face value of such Letter of Credit) or other arrangements, subject in each case reasonably satisfactory to Agent and the applicable L/C Issuer, have been provided, and the applicable L/C Issuer has released the Lenders in writing from their participation obligations with respect to such Letter of Credit on the Stated Termination Date. Notwithstanding anything to the terms hereofcontrary contained herein, any L/C Issuer may only issue Letters of Credit to the extent permitted by applicable law. If (i) any Lender is a Non-Funding Lender or Agent determines that any of the Lenders is an Impacted Lender, and (ii) the reallocation of that Non-Funding Lender’s or Impacted Lender’s Letter of Credit Obligations to the other Lenders would reasonably be expected to cause the Letter of Credit Obligations and Loans of any Lender to exceed its Commitment (an “Affected L/C Issuer”), taking into account the amount of outstanding Aggregate Revolving Credit Exposure, then no Affected L/C Issuer shall be obligated to incur issue or renew any Letters of Credit unless the Non-Funding or Impacted Lender has been replaced, the Letter of Credit Obligations have been cash collateralized to the extent of any shortfall in Commitments, or the Commitment of the other Lenders has been increased in accordance with Section 12.2(c) by an amount sufficient to satisfy Agent that all additional Letter of Credit Obligations will be covered by all Lenders who are not Non-Funding Lenders or Impacted Lenders. Notwithstanding anything to the contrary contained herein, no L/C Issuer shall be obligated to issue or renew any Letter of Credit if, after giving effect to the issuance or renewal thereof, the aggregate amount of all Letter of Credit Obligations in respect thereof, of Letters of Credit issued by such L/C Issuer would exceed such L/C Issuer’s L/C Issuer Fronting Sublimit Amount. Each Letter of Credit will be denominated in Dollars or purchase risk participations therein, as applicable) so long as Borrower shall have deposited with Agent Cash Equivalents (as defined below) in an amount equal to one hundred five percent (105%) of the maximum amount then available to be drawn thereunder and in accordance with the provisions of paragraph (c) belowCanadian Dollars.

Appears in 1 contract

Samples: Revolving Loan Credit Agreement (XPO Logistics, Inc.)

Issuance. Subject to the terms and conditions of the Agreement, Agent and Lenders agree to incur, from time to time prior to the Commitment Termination Date, upon the request of Borrower and for Borrower's ’s account, Letter of Credit Obligations by causing Letters of Credit to be issued by GE Capital or a Subsidiary thereof or a bank or other legally authorized Person selected by or acceptable to Agent in its sole discretion (each, an "L/C Issuer") for Borrower's ’s account and guaranteed by Agent; provided, that if the L/C Issuer is a Lender, then such Letters of Credit shall not be guaranteed by Agent but rather each Lender shall, subject to the terms and conditions hereinafter set forth, purchase (or be deemed to have purchased) risk participations in all such Letters of Credit issued with the written consent of Agent, as more fully described in paragraph (b)(ii) below. The aggregate amount of all such Letter of Credit Obligations shall not at any time exceed the least of (i) Fifteen Million Dollars ($5,000,000 15,000,000) (the "L/C Sublimit") ”), and (ii) the Maximum Amount less the aggregate outstanding principal balance of the Revolving Credit Advances and the Swing Line Loan, and (iii) the Borrowing Base less the aggregate outstanding principal balance of the Revolving Credit Advances and the Swing Line Loan. No such Letter of Credit shall have an expiry date that is less than 5 Business Days prior to the Commitment Termination Date or more than one year following the date of issuance thereof, unless otherwise determined by the Agent, Agent in its sole discretiondiscretion (including with respect to customary evergreen provisions), and neither Agent nor Lenders shall be under any obligation to incur Letter of Credit Obligations in respect of, or purchase risk participations in, any Letter of Credit having an expiry date that is later than the Commitment Termination Date; provided, however, that subject to the remaining terms of this Agreement, a Letter of Credit may have an expiry date that is later than 5 Business Days prior to the Commitment Termination Date (and, subject to the terms hereof, Agent and Lenders shall be obligated to incur Letter of Credit Obligations in respect thereof, or purchase risk participations therein, as applicable) so long as Borrower shall have deposited with Agent Cash Equivalents (as defined below) in an amount equal to one hundred five percent (105%) of the maximum amount then available to be drawn thereunder and in accordance with the provisions of paragraph (c) below.

Appears in 1 contract

Samples: Credit Agreement (Synnex Corp)

Issuance. Subject to the terms and conditions of the Agreement, Agent and Lenders agree to incur, from time to time prior to the Commitment Termination Date, upon the request of Borrower and for Borrower's account, Letter of Credit Obligations by causing Letters of Credit to be issued by GE Capital or a Subsidiary thereof or a bank or other legally authorized Person selected by or acceptable to Agent in its sole discretion (each, an "L/C Issuer") for Borrower's account and guaranteed by Agent; provided, that if the L/C Issuer is a Lender, then such Letters of Credit shall not be guaranteed by Agent but rather each Lender shall, subject to the terms and conditions hereinafter set forth, purchase (or be deemed to have purchased) risk participations in all such Letters of Credit issued with the written consent of Agent, as more fully described in paragraph (b)(ii) below. The aggregate amount of all such Letter of Credit Obligations shall not at any time exceed the least of (i) Twenty Five Million Dollars ($5,000,000 25,000,000) (the "L/C Sublimit") ), and (ii) the Maximum Amount less the aggregate outstanding principal balance of the Revolving Credit Advances and the Swing Line Loan, and (iii) the Borrowing Base less the aggregate outstanding principal balance of the Revolving Credit Advances and the Swing Line Loan. No such Letter of Credit shall have an expiry date that is less than 5 Business Days prior to the Commitment Termination Date or more than one year following the date of issuance thereof, unless otherwise determined by the Agent, Agent in its sole discretiondiscretion (including with respect to customary evergreen provisions), and neither Agent nor Lenders shall be under any obligation to incur Letter of Credit Obligations in respect of, or purchase risk participations in, any Letter of Credit having an expiry date that is later than the Commitment Termination Date; provided, however, that subject to the remaining terms of this Agreement, a Letter of Credit may have an expiry date that is later than 5 Business Days prior to the Commitment Termination Date (and, subject to the terms hereof, Agent and Lenders shall be obligated to incur Letter of Credit Obligations in respect thereof, or purchase risk participations therein, as applicable) so long as Borrower shall have deposited with Agent Cash Equivalents (as defined below) in an amount equal to one hundred five percent (105%) of the maximum amount then available to be drawn thereunder and in accordance with the provisions of paragraph (c) below.

Appears in 1 contract

Samples: Credit Agreement (PAV Republic, Inc.)

Issuance. Subject to the terms and conditions of the this Agreement, Agent and Revolving Lenders agree to incur, from time to time prior to the Commitment Termination Date, upon the request of Borrower Representative on behalf of Borrowers and for Borrower's Borrowers’ account, Letter of Credit Obligations by causing Letters of Credit to be issued by GE Capital or a Subsidiary thereof or a bank or other legally authorized Person selected by or acceptable to Agent in its sole discretion (except that where GE Capital or any Subsidiary thereof issues Letters of Credit in its own name and any such Letter of Credit is not accepted by the appropriate beneficiary, including an insurance company, then the Lenders shall permit Letters of Credit to be issued on terms and conditions acceptable to Agent and Borrowers by a bank or other legally authorized Person selected by or acceptable to Borrower Representative in its sole discretion) (each, an "L/C Issuer") for Borrower's Borrowers’ account and guaranteed by Agent; provided, that if the L/C Issuer is a Lender, then such Letters of Credit shall not be guaranteed by Agent but rather each Revolving Lender shall, subject to the terms and conditions hereinafter set forth, purchase (or be deemed to have purchased) risk participations in all such Letters of Credit issued with the written consent of Agent, as more fully described in paragraph (b)(ii) below. The aggregate amount of all such Letter of Credit Obligations shall not at any time exceed the least lesser of (i) Fifteen Million Dollars ($5,000,000 15,000,000) (the "L/C Sublimit") and (ii) the Maximum Amount less the aggregate outstanding principal balance of the Revolving Credit Advances and the Swing Line Loan, and (iii) the Borrowing Base less the aggregate outstanding principal balance of the Revolving Credit Advances and the Swing Line Loan. No such Letter of Credit shall have an expiry date that is less than 5 Business Days prior to the Commitment Termination Date or more than one year following the date of issuance thereof, but may contain provisions for automatic renewal thereof, unless otherwise determined by the Agent, in its sole discretion, and neither Agent nor Lenders with Revolving Loan Commitments shall be under any obligation to incur Letter of Credit Obligations in respect of, or purchase risk participations in, any Letter of Credit having an expiry date that is later than the date set forth in clause (a) of the definition of Commitment Termination Date; provided, however, that subject . Notwithstanding anything to the remaining contrary contained herein, (A) GE Capital or any Subsidiary thereof, as L/C Issuer, may elect only to issue Letters of Credit in its own name and may only issue Letters of Credit to the extent permitted by law, and such Letters of Credit may not be accepted by certain beneficiaries such as insurance companies and (B) outstanding Letters of Credit issued under the Prior Credit Agreement shall remain outstanding in accordance with the terms of this Agreement, a hereof but should any such Letter of Credit may have an expiry date that is later than 5 Business Days prior need to the Commitment Termination Date (andbe replaced or renewed, any such new Letter of Credit issued hereunder shall be subject to clause (A) above. If (i) any Revolving Lender is a Non-Funding Lender or Agent determines that any of the terms hereof, Agent Revolving Lenders is an Impacted Lender and Lenders shall be obligated to incur (ii) the reallocation of that Non-Funding Lender’s or Impacted Lender’s Letter of Credit Obligations in respect thereofto the other Revolving Lenders would reasonably be expected to cause the Letter of Credit Obligations and Revolving Loans of any Revolving Lender to exceed its Revolving Loan Commitment (an “Affected L/C Issuer”), taking into account the amount of outstanding Revolving Loans and expected advances of Revolving Loans as determined by Agent, then no Affected L/C Issuer shall have a duty to issue or renew any Letter of Credit unless the Non-Funding Lender or Impacted Lender has been replaced, the Letter of Credit Obligations have been cash collateralized, or purchase risk participations therein, as applicable) so long as Borrower shall the Revolving Loan Commitment of the other Revolving Lenders have deposited with Agent Cash Equivalents (as defined below) in been increased by an amount equal sufficient to one hundred five percent (105%) satisfy Agent that all future Letter of the maximum amount then available to Credit Obligations will be drawn thereunder and in accordance with the provisions of paragraph (c) belowcovered by all Revolving Lenders who are not Non-Funding Lenders or Impacted Lenders.

Appears in 1 contract

Samples: Credit Agreement (Blount International Inc)

Issuance. Subject to the terms Sale and conditions Delivery of the AgreementFirm Units, Agent the Optional Units and Lenders agree to incurthe Underwriters' Warrants. (a) Upon the basis of the representations, from time to time prior to warranties, covenants and agreements of the Commitment Termination DateCompany herein contained, upon the request of Borrower and for Borrower's account, Letter of Credit Obligations by causing Letters of Credit to be issued by GE Capital or a Subsidiary thereof or a bank or other legally authorized Person selected by or acceptable to Agent in its sole discretion (each, an "L/C Issuer") for Borrower's account and guaranteed by Agent; provided, that if the L/C Issuer is a Lender, then such Letters of Credit shall not be guaranteed by Agent but rather each Lender shall, subject to the terms and conditions hereinafter herein set forth, the Company agrees to sell to the several Underwriters, and the Underwriters, severally and not jointly, agree to purchase (or be deemed from the Company, the number of the Firm Units set forth opposite the respective names of the Underwriters in Schedule I hereto, plus any additional Units which such Underwriter may become obligated to have purchased) risk participations in all such Letters purchase pursuant to the provisions of Credit issued with the written consent of Agent, as more fully described in paragraph (b)(ii) belowSection 14 hereof. The aggregate amount purchase price of the Units to be paid by the several Underwriters shall be $5.40 per Unit ($6.00 per Unit less a ten percent discount). In addition, and upon the same basis, and subject to the same terms and conditions, the Company hereby grants an option to you to purchase, but only for the purpose of covering over-allotments, upon not less than two days' notice from the Representative, the Optional Units, or any portion thereof, at the same price per Unit as that set forth in the preceding sentence; and each Underwriter agrees, severally and not jointly, to purchase Optional Units in the same proportion in which it has agreed to purchase Firm Units. Notwithstanding anything contained herein to the contrary, you individually and not as Representative may purchase all such Letter or any part of Credit Obligations shall the Optional Units and are not obligated to offer the Optional Units to the other Underwriters. The Optional Units may be exercised at any time, and from time exceed to time, thereafter within a period of 45 calendar days following the least of (i) $5,000,000 (the "L/C Sublimit"Effective Date. The time(s) and date(s) (iiif any) so designated for delivery and payment for the Maximum Amount less Optional Units shall be set forth in the aggregate outstanding principal balance notice to the Company. Such dates are herein defined as the Additional Closing Date(s). (b) Payment for the Firm Units shall be made by certified or official bank checks in New York Clearing House funds, payable to the order of the Revolving Credit Advances Company, at the offices of the Representative, or its clearing agent, or at such other place as shall be agreed upon by the Representative and the Swing Line LoanCompany, and (iii) the Borrowing Base less the aggregate outstanding principal balance upon delivery of the Revolving Credit Advances and the Swing Line Loan. No such Letter of Credit shall have an expiry date that is less than 5 Business Days prior Firm Units to the Commitment Termination Date or more than one year following Representative for the respective accounts of the Underwriters. In making payment to the Company, the Representative may, at its option, first deduct all sums due to it for the non-accountable expense allowance and under the Financial Consulting Agreement (as hereinafter defined). Such delivery and payment shall be made at 10:00 A.M., New York City Time on the third business day after the first trade date of issuance thereof, unless otherwise determined (i.e. T+3) which may be extended by the Agent, in its sole discretion, and neither Agent nor Lenders shall be under any obligation Representative to incur Letter of Credit Obligations in respect of, or purchase risk participations in, any Letter of Credit having an expiry date that is not later than the Commitment Termination Date; provided, however, that subject to fifth business day after the remaining terms of this Agreement, a Letter of Credit may have an expiry trade date that is later than 5 Business Days prior to the Commitment Termination Date (and, subject to the terms hereof, Agent and Lenders shall be obligated to incur Letter of Credit Obligations in respect thereof, or purchase risk participations therein, as applicablei.e. T+5) so long as Borrower shall have deposited with Agent Cash Equivalents (as defined below) in an amount equal to one hundred five percent (105%) of the maximum amount then available to be drawn thereunder and unless postponed in accordance with the provisions of paragraph Section 14 hereof), or at such other time as shall be agreed upon by the Representative and the Company. The time and date of such delivery and payment are hereby defined as the Closing Date. It is understood that each Underwriter has authorized the Representative, for the account of such Underwriter, to accept delivery of, receipt for, and make payment of the purchase price for, the Firm Units which it has agreed to purchase. You, individually, and not as Representative may (but shall not be obligated to) make payment of the purchase price for the Firm Units to be purchased by any Underwriter whose check shall not have been received by the Closing Date, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from its obligations hereunder. (c) belowPayment for the Optional Units shall be made at the offices of the Representative, or its clearing agent or at such other place as shall be agreed upon by the Representative and the Company, in accordance with the notice delivered pursuant to Section 3(a) which shall be no later than five business days from the expiration of the forty-five day option period. (d) Certificates for the Firm Units and for the Optional Units shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two business days prior to the Closing Date, and the Additional Closing Date(s) (if any). The Company shall permit the Representative to examine and package said certificates for delivery at least one full business day prior to the Closing Date and prior to the Additional Closing Date(s). The Company shall not be obligated to sell or deliver any of the Firm Units except upon tender of payment by the Underwriters for all of the Firm Units agreed to be purchased by them hereunder. The Representative, however, shall have the sole discretion to determine the number of Optional Units, if any, to be purchased. (e) At the time of making payment for the Firm Units, the Company also hereby agrees to sell to the Representative, Underwriters' Unit Warrants to purchase 58,500 Units for an aggregate purchase price of $100. Each Unit issuable upon exercise of the Underwriters' Unit Warrants shall be identical to the Units sold to the public, except that the exercise price of the underlying warrants shall be 165% of the then effective exercise price of the publicly held Class A Warrants. Each Underwriters' Unit Warrant shall entitle the owner thereof to purchase one Unit of the Company at an exercise price of $9.90 per Unit (165% of the initial public offering price per Unit). Such Underwriters' Unit Warrants are to become exercisable immediately after from the Effective Date, and thereafter shall remain exercisable for a period of five years. For a period of one year after the Effective Date, the Underwriters Unit Warrants shall not be transferable except to co-underwriters, selling group members and their officers or partners. The Underwriters Unit Warrants shall contain customary clauses protecting the holders thereof in the event the Company pays stock dividends, effects stock splits, or effects a sale of assets, merger or consolidation. (f) On and subject to the Closing Date, the Company will give irrevocable instructions to its transfer agent named in the Prospectus to deliver to the Representative (at the Company's expense) for a period of five years from the Closing Date, daily advice sheets showing any transfers of Units, shares of common stock and Warrants and from time to time during the aforesaid period a complete stockholders' list will be promptly furnished by the Company when requested by the Representative on not more than two occasions per year. Furthermore, the Company will give irrevocable instructions to Depository Trust Company for a period of five years from the Closing Date to deliver weekly transfer sheets showing any transfers of Units, shares of common stock and Warrants, at the sole expense of the Company.

Appears in 1 contract

Samples: Underwriting Agreement (Sportstrac Systems Inc)

Issuance. Subject to the terms and conditions of the Agreement, Agent and Revolving Lenders agree to incur, from time to time prior to the Commitment Termination Date, upon the request of Borrower Representative on behalf of the applicable Borrower and for such Borrower's account, Letter of Credit Obligations by causing Letters of Credit to be issued (by GE Capital or a Subsidiary thereof or a bank or other legally authorized Person selected by or acceptable to Agent in its sole discretion (each, an "L/C Issuer")) for such Borrower's account and guaranteed by Agent; provided, however, that if the L/C Issuer is a Revolving Lender, then such Letters of Credit shall not be guaranteed by Agent but rather each Revolving Lender shall, subject to the terms and conditions hereinafter set forth, purchase (or be deemed to have purchased) risk participations in all such Letters of Credit issued with the written consent of Agent, as more fully described in paragraph (b)(ii) below. The aggregate amount of all such Letter of Credit Obligations shall not at any time exceed the least of (i) Ten Million ($5,000,000 10,000,000) (the "L/C Sublimit") ), and (ii) the Maximum Amount less the aggregate outstanding principal balance of the Revolving Credit Advances and the Swing Line Loan, and (iii) the Aggregate Borrowing Base less the aggregate outstanding principal balance of the Revolving Credit Advances and the Swing Line Loan. No Furthermore, the aggregate amount of any Letter of Credit Obligations incurred on behalf of any Borrower shall not at any time exceed such Borrower's separate Borrowing Base less the aggregate principal balance of the Revolving Credit Advances and the Swing Line Loan to such Borrower. Except for two IRB Letters of Credit outstanding on the Closing Date that have an Expiry Date of April 1, 1998, no such Letter of Credit shall have an expiry date that which is less than 5 Business Days prior to the Commitment Termination Date or more than one year following the date of issuance thereof, unless otherwise determined by the Agent, in its sole discretion, and neither Agent nor Revolving Lenders shall be under any obligation to incur Letter of Credit Obligations in respect of, or purchase risk participations in, any Letter of Credit having an expiry date that which is later than the Commitment Termination Date; provided, however, that subject to the remaining terms of this Agreement, a Letter of Credit may have an expiry date that is later than 5 Business Days prior to the Commitment Termination Date (and, subject to the terms hereof, Agent and Lenders shall be obligated to incur Letter of Credit Obligations in respect thereof, or purchase risk participations therein, as applicable) so long as Borrower shall have deposited with Agent Cash Equivalents (as defined below) in an amount equal to one hundred five percent (105%) of the maximum amount then available to be drawn thereunder and in accordance with the provisions of paragraph (c) below.

Appears in 1 contract

Samples: Credit Agreement (Home Products International Inc)

Issuance. Subject to the terms and conditions of the Agreement, -------- Administrative Agent and Lenders agree to incur, from time to time prior to the Commitment Termination Date, upon the request of Borrower Representative on behalf of the applicable Borrower and for such Borrower's account, Letter of Credit Obligations by causing Letters of Credit to be issued (by GE Capital or a Subsidiary thereof or a bank Lender or other legally authorized Person selected by or acceptable to Administrative Agent in its sole discretion (each, an "L/C Issuer")) for such Borrower's ---------- account and guaranteed by Administrative Agent; provided, however, that if the -------- ------- L/C Issuer is a Lender, then such Letters of Credit shall not be guaranteed by Administrative Agent but rather each Lender shall, subject to the terms and conditions hereinafter set forth, purchase (or be deemed to have purchased) risk participations in all such Letters of Credit issued with the written consent of Administrative Agent, as more fully described in paragraph (b)(ii) below. The aggregate amount of all such Letter of Credit Obligations shall not at any time exceed the least lesser of (i) Twenty Million Dollars ($5,000,000 20,000,000) (the "L/C --- Sublimit") ), and (ii) the Maximum Amount less the aggregate outstanding principal -------- ---- balance of the Revolving Credit Advances and the Swing Line Loan; provided, -------- however, that the sum of 35% of the Eligible Trade L/Cs Obligations and (iii) 100% of ------- such other Letter of Credit Obligations shall not exceed the Aggregate Borrowing Base less the aggregate outstanding principal balance of the Revolving Credit ---- Advances and the Swing Line LoanLoan (the determination of availability described in this sentence is herein referred to as the "L/C Availability"). Furthermore, ---------------- the sum of 35% of the Eligible Trade L/C Obligations and 100% aggregate amount of all other Letter of Credit Obligations incurred on behalf of any Borrower shall not at any time exceed such Borrower's separate Borrowing Base less the ---- aggregate principal balance of the Revolving Credit Advances and the Swing Line Loan to such Borrower. No such Letter of Credit shall have an expiry date that which is less than 5 Business Days prior to the Commitment Termination Date or more than (i) if such Letter of Credit is a documentary Letter of Credit, six months following the date of issuance thereof or such longer period with the consent of Agents or (ii) any other Letter of Credit, one year following the date of issuance thereof, unless otherwise determined by and in no event shall the Agent, in its sole discretion, and neither Agent nor Agents or Lenders shall be under any obligation to incur Letter of Credit Obligations in respect of, or purchase risk participations in, any Letter of Credit having an expiry date that which is later than the Commitment Termination Date; provided, however, that subject to the remaining terms of this Agreement, a Letter of Credit may have an expiry date that is later than 5 Business Days 30 days prior to the Commitment Termination Date. Subject to satisfaction of the conditions set forth in Section 2, on the Closing Date (and, subject to --------- the terms hereof, Agent and Lenders L/C Issuer shall be obligated to incur issue a Letter of Credit Obligations in respect thereof, or purchase risk participations therein, as applicable) so long as Borrower shall have deposited with Agent Cash Equivalents (as defined below) in an amount equal to one hundred five percent (105%) favor of the maximum amount then available issuer under the Prior Credit Agreement to be drawn thereunder and in accordance with secure the provisions letters of paragraph credit on Disclosure Schedule ------------------- (cB-1) below.(such letters of credit being herein referred to as the "Existing Letters ----- ---------------- of Credit"). ---------

Appears in 1 contract

Samples: Credit Agreement (Bon Ton Stores Inc)

Issuance. Subject to the terms and conditions of the Agreement, Agent and Lenders agree agrees to incur, incur from time to time prior to the Commitment Termination Datetime, upon the request of Borrower on behalf of Borrower and for Borrower's account, Letter of Credit Obligations and Eligible Trade L/C Obligations by causing Letters of Credit and Eligible Trade L/Cs to be issued on terms acceptable to Agent and by GE Capital or Agent, a Subsidiary thereof subsidiary of Agent or a bank or other legally authorized Person selected by or acceptable to Agent in its sole discretion and Borrower (each, an "L/C IssuerISSUER") for Borrower's account and guaranteed by Agent; providedPROVIDED, HOWEVER, that if the L/C Issuer is a Lender, then such Letters of Credit shall not be guaranteed by Agent but rather each Lender shall, subject to the terms and conditions hereinafter set forth, purchase (or be deemed to have purchased) risk participations in all such Letters of Credit issued with the written consent of Agent, as more fully described in paragraph (b)(ii) below. The aggregate amount of the sum of all such Letter of Credit Obligations PLUS Eligible Trade L/C Obligations shall not at any time exceed the least lesser of (i) Eighty-Five Million Dollars ($5,000,000 85,000,000) (the "L/C SublimitSUBLIMIT") and ), or (ii) the Maximum Amount less LESS the aggregate outstanding principal balance of the Revolving Credit Advances and Advances; PROVIDED FURTHER that Letter of Credit Obligations plus 35% of Eligible Trade L/C Obligations during the Swing Line Loan, and (iii) period of September 1 through October 31 of each year or 40% of Eligible Trade L/C Obligations at all other times shall not exceed the Borrowing Base less LESS the aggregate outstanding principal balance of the Revolving Credit Advances and the Swing Line LoanAdvances. No such Letter of Credit Obligation or Eligible Trade L/C Obligation shall have an expiry date that which is less than 5 Business Days prior to the Commitment Termination Date or more than one year following the date of issuance thereof, unless otherwise determined by and Agent and the Agent, in its sole discretion, and neither Agent nor Lenders shall be under any no obligation to incur Letter of Credit Obligations or Eligible Trade L/C Obligations in respect of, or purchase risk participations in, of any Letter of Credit or Eligible Trade L/C having an expiry date that which is later than the Commitment Termination Date; provided, however, that subject . The Borrower may request to change the remaining terms of this Agreement, a Letter of Credit may have an expiry date that is later than 5 Business Days prior to the Commitment Termination Date (andLC Issuer, subject to the terms hereofconsent by Agent, Agent and Lenders which consent shall not be obligated to incur Letter of Credit Obligations in respect thereof, or purchase risk participations therein, as applicable) so long as Borrower shall have deposited with Agent Cash Equivalents (as defined below) in an amount equal to one hundred five percent (105%) of the maximum amount then available to be drawn thereunder and in accordance with the provisions of paragraph (c) belowunreasonably withheld.

Appears in 1 contract

Samples: Credit Agreement (Wilsons the Leather Experts Inc)

Issuance. Subject to the terms and conditions of the Agreement, Agent and Revolving Lenders agree to incur, from time to time prior to the Commitment Termination Date, upon the request of Borrower and for Borrower's ’s account, Letter of Credit Obligations by causing Letters of Credit to be issued by GE Capital or a Subsidiary thereof or a bank or other legally authorized Person selected by or acceptable to Agent in its sole discretion (each, an "L/C Issuer") for Borrower's ’s account and guaranteed by Agent; provided, that if the L/C Issuer is a Revolving Lender, then such Letters of Credit shall not be guaranteed by Agent but rather each Revolving Lender shall, subject to the terms and conditions hereinafter set forth, purchase (or be deemed to have purchased) risk participations in all such Letters of Credit issued with the written consent of Agent, as more fully described in paragraph (b)(ii) below. The aggregate amount of all such Letter of Credit Obligations shall not at any time exceed the least of (i) Ten Million Dollars ($5,000,000 10,000,000) (the "L/C Sublimit") ”), and (ii) the Maximum Amount less the aggregate outstanding principal balance of the Revolving Credit Advances and the Swing Line Loan, and (iii) the Borrowing Base less the aggregate outstanding principal balance of the Revolving Credit Advances and the Swing Line Loan. No such Letter of Credit shall have an expiry date that is less than 5 Business Days prior to the Commitment Termination Date or more than one year following the date of issuance thereof, unless otherwise determined by the Agent, Agent in its sole discretiondiscretion (including with respect to customary evergreen provisions), and neither Agent nor Revolving Lenders shall be under any obligation to incur Letter of Credit Obligations in respect of, or purchase risk participations in, any Letter of Credit having an expiry date that is later than the Commitment Termination Date; provided, however, . Agent and Revolving Lenders agree that subject the letters of credit issued under the Prior Credit Agreement and set forth on Disclosure Schedule (B-1) hereto shall remain outstanding and shall be deemed to the remaining terms of this Agreement, a Letter be Letters of Credit may have an expiry date that is later than 5 Business Days prior to issued hereunder and the Commitment Termination Date (and, subject to the terms hereof, Agent and Lenders obligations in connection with such Letters of Credit shall be obligated to incur Letter of Credit Obligations in respect thereof, or purchase risk participations therein, as applicable) so long as Borrower shall have deposited with Agent Cash Equivalents (as defined below) in an amount equal to one hundred five percent (105%) of the maximum amount then available to be drawn thereunder and in accordance with the provisions of paragraph (c) belowhereunder.

Appears in 1 contract

Samples: Credit Agreement (BRPP LLC)

Issuance. Subject to the terms and conditions of the Agreement, Agent and Revolving Lenders agree to incur, from time to time prior to the Commitment Termination Date, upon the request of Borrower Representative on behalf of the applicable Borrower and for such Borrower's account, Letter of Credit Obligations by causing Letters of Credit to be issued by GE Capital or a Subsidiary thereof or a bank or other legally authorized Person selected by Agent or by Borrower Representative and acceptable to Agent in its sole discretion (each, an "L/C Issuer") for such Borrower's account and guaranteed by Agent; provided, that if the L/C Issuer is a Revolving Lender, then such Letters of Credit shall not be guaranteed by Agent but rather each Revolving Lender shall, subject to the terms and conditions hereinafter set forth, purchase (or be deemed to have purchased) risk participations in all such Letters of Credit issued with the written consent of Agent, as more fully described in paragraph (b)(ii) below. The aggregate amount of all such Letter of Credit Obligations shall not at any time exceed the least of (i) Fifteen Million Dollars ($5,000,000 15,000,000) prior to the Acquisition Closing Date and Twenty-Five Million Dollars ($25,000,000) on and after the Acquisition Closing Date (the "L/C Sublimit") and (ii) the Maximum Amount less the aggregate outstanding principal balance of the Revolving Credit Advances and the Swing Line LoanAdvances, and (iii) the Aggregate Borrowing Base (adjusted as if no Letters of Credit are outstanding) less the aggregate outstanding principal balance of the Revolving Credit Advances. Furthermore, the aggregate amount of any Letter of Credit Obligations incurred on behalf of any Borrower shall not at any time exceed such Borrower's separate Borrowing Base less the aggregate principal balance of the Revolving Credit Advances and the Swing Line Loanto such Borrower. No such Letter of Credit shall have an expiry date that is less than 5 Business Days prior to the Commitment Termination Date or more than one year following the date of issuance thereof, unless otherwise determined by the Agent, in its sole discretiondiscretion (including with respect to customary evergreen provisions), and neither Agent nor Revolving Lenders shall be under any obligation to incur Letter of Credit Obligations in respect of, or purchase risk participations in, any Letter of Credit having an expiry date that is later than the Commitment Termination Date; provided, however, that subject to the remaining terms of this Agreement, a Letter of Credit may have an expiry date that is later than 5 Business Days prior to the Commitment Termination Date (and, subject to the terms hereof, Agent and Lenders shall be obligated to incur Letter of Credit Obligations in respect thereof, or purchase risk participations therein, as applicable) so long as Borrower shall have deposited with Agent Cash Equivalents (as defined below) in an amount equal to one hundred five percent (105%) of the maximum amount then available to be drawn thereunder and in accordance with the provisions of paragraph (c) below.

Appears in 1 contract

Samples: Credit Agreement (Standard Motor Products Inc)

Issuance. Subject to the terms and conditions of the Agreement, Agent and Revolving Lenders agree to incur, from time to time prior to the Commitment Termination Date, upon the request of Borrower and for Borrower's account, Letter of Credit Obligations by causing Letters of Credit to be issued by GE Capital or a Subsidiary thereof or a bank or other legally authorized Person selected by or acceptable to Agent in its sole discretion (each, an "L/C Issuer") for Borrower's account and guaranteed by Agent; provided, that if the L/C Issuer is a Revolving Lender, then such Letters of Credit shall not be guaranteed by Agent but rather each Revolving Lender shall, subject to the terms and conditions hereinafter set forth, purchase (or be deemed to have purchased) risk participations in all such Letters of Credit issued with the written consent of Agent, as more fully described in paragraph (b)(ii) below. The aggregate amount of all such Letter of Credit Obligations shall not at any time exceed the least lesser of (i) One Million Dollars and No/100 ($5,000,000 1,000,000) (the "L/C Sublimit") ”), and (ii) the Maximum Amount less the aggregate outstanding principal balance of the Revolving Credit Advances and the Swing Line Loan, and (iii) the Borrowing Base less the aggregate outstanding principal balance of the Revolving Credit Advances and the Swing Line LoanAdvances. No such Letter of Credit shall have an expiry date that is less than 5 Business Days prior to the Commitment Termination Date or more than one year following the date of issuance thereof, unless otherwise determined by the Agent, Agent in its sole discretiondiscretion (including with respect to customary evergreen provisions), and neither Agent nor Revolving Lenders shall be under any obligation to incur Letter of Credit Obligations in respect of, or purchase risk participations in, any Letter of Credit having an expiry date that is later than the Commitment Termination Date; provided, however, that subject . Notwithstanding anything else to the remaining terms of this Agreementcontrary herein, if any Lender is a Letter of Credit may have an expiry date that is later than 5 Business Days prior to the Commitment Termination Date (andNon-Funding Lender or Impacted Lender, subject to the terms hereof, Agent and Lenders no L/C Issuer shall be obligated to incur Issue any Letter of Credit unless (w) the Non-Funding Lender or Impacted Lender has been replaced in accordance with Section 1.16(d), (x) the Letter of Credit Obligations in respect thereofof such Non-Funding Lender or Impacted Lender have been cash collateralized, (y) the Revolving Loan Commitments of the other Lenders have been increased by an amount sufficient to satisfy Agent that all future Letter of Credit Obligations will be covered by all Revolving Lenders that are not Non-Funding Lenders or Impacted Lenders, or purchase risk participations therein(z) the Letter of Credit Obligations of such Non-Funding Lender or Impacted Lender have been reallocated to other Revolving Lenders in a manner consistent with Section 9.9(d)(ii). Furthermore, GE Capital as applicable) so long an L/C Issuer may elect only to issue Letters of Credit in its own name and may only issue Letters of Credit to the extent permitted by Requirements of Law, and such Letters of Credit may not be accepted by certain beneficiaries such as Borrower shall have deposited with Agent Cash Equivalents (as defined below) in an amount equal to one hundred five percent (105%) of the maximum amount then available to be drawn thereunder and in accordance with the provisions of paragraph (c) belowinsurance companies.

Appears in 1 contract

Samples: Credit Agreement (Reading International Inc)

Issuance. Subject to the terms and conditions of the Agreement, Agent and Lenders agree to incur, from time to time prior to the Commitment Termination Date, upon the request of Borrower Representative on behalf of the applicable Borrower and for such Borrower's ’s account, Letter of Credit Obligations by causing with respect to Letters of Credit to be issued by GE Capital or a Subsidiary thereof or a bank or other legally authorized Person selected by or acceptable to Agent in its sole discretion (each, an "L/C Issuer") for Borrower's account and guaranteed by Agent; provided, that if the any L/C Issuer is a Lender, then for such Letters of Credit shall not be guaranteed by Agent but rather each Borrower’s account. Each Lender shall, subject to the terms and conditions hereinafter set forth, purchase (or be deemed to have purchased) risk participations in all such Letters of Credit issued with the written consent of Agent, as more fully described in paragraph (b)(ii) below. The aggregate amount of all such Letter of Credit Obligations shall not at any time exceed the least of (i) Twenty Million Dollars ($5,000,000 20,000,000) (the "L/C Sublimit") ”), and (ii) the Maximum Amount less the aggregate outstanding principal balance of the Revolving Credit Advances and the Swing Line Loan, and (iii) the Borrowing Base less the aggregate outstanding principal balance of the Revolving Credit Advances and the Swing Line Loan. No such Letter of Credit shall have an expiry date that is less than 5 Business Days prior to the Commitment Termination Date or more than one year following the date of issuance thereof, unless otherwise determined by Agent and the Agent, applicable L/C Issuer in its their respective sole discretiondiscretion (including with respect to customary evergreen provisions), and neither Agent nor Lenders shall be under any obligation to incur Letter of Credit Obligations in respect of, or purchase risk participations in, any Letter of Credit having an expiry date that is later than the Commitment Termination Date; provided, however, that subject to the remaining terms of this Agreement, a . Each Letter of Credit may have an expiry date that is later than 5 Business Days prior shall be in form and substance reasonably acceptable to the Commitment Termination Date (and, subject to the terms hereof, Agent and Lenders shall be obligated to incur applicable L/C Issuer. The amounts payable under each Letter of Credit Obligations must be payable in respect thereof, or purchase risk participations therein, as applicable) so long as Borrower shall have deposited with Agent Cash Equivalents (as defined below) in an amount equal to one hundred five percent (105%) of the maximum amount then available to be drawn thereunder and in accordance with the provisions of paragraph (c) belowDollars.

Appears in 1 contract

Samples: Credit Agreement (Huttig Building Products Inc)

Issuance. Subject to the terms and conditions of the this Agreement, Agent and Lenders agree to incur, from time to time prior to the Commitment Termination Maturity Date, upon the request of Borrower and for Borrower's account, Letter of Credit Obligations by causing Letters of Credit to be issued by GE Capital or a Subsidiary thereof or a bank or other legally authorized Person selected by or acceptable to Agent in its sole discretion (each, an "L/C Issuer") for Borrower's account and guaranteed by Agent; provided, that if the L/C Issuer is a Lender, then such Letters of Credit shall not be guaranteed by Agent but rather each Lender shall, subject to the terms and conditions hereinafter set forth, purchase (or be deemed to have purchased) risk participations in all such Letters of Credit issued with the written consent of Agent, as more fully described in paragraph (b)(iiSection 2A.2(b) below. The aggregate amount of all such Letter of Credit Obligations shall not at any time exceed the least of (i) Thirty Million Dollars ($5,000,000 30,000,000) (the "L/C Sublimit") ), and (ii) the Maximum Amount Revolving Credit Facility Commitment less the aggregate outstanding principal balance of the Revolving Credit Advances and the Swing Line Loan, and (iii) the Borrowing Base less the aggregate outstanding principal balance of the Revolving Credit Advances and the Swing Line Loan. No Except as set forth on Schedule 2A.1, no such Letter of Credit shall have an expiry date that is less than 5 Business Days prior to the Commitment Termination Date or more than one year following the date of issuance thereof, unless otherwise determined by the Agent, Agent in its sole discretion, and neither Agent nor Lenders shall be under any obligation to incur Letter of Credit Obligations in respect of, or purchase risk participations in, any Letter of Credit having an expiry date that is later than the Commitment Termination Maturity Date; provided, however, that subject to the remaining terms of this Agreement, a Letter of Credit may have an expiry date that is later than 5 Business Days prior to the Commitment Termination Date (and, subject to the terms hereof, Agent and Lenders shall be obligated to incur Letter of Credit Obligations in respect thereof, or purchase risk participations therein, as applicable) so long as Borrower shall have deposited with Agent Cash Equivalents (as defined below) in an amount equal to one hundred five percent (105%) of the maximum amount then available to be drawn thereunder and in accordance with the provisions of paragraph (c) below.

Appears in 1 contract

Samples: Credit Agreement (Finlay Enterprises Inc /De)

Issuance. (i) Subject to the terms and conditions of the this Agreement, the Administrative Agent and the Lenders agree to incur, from time to time prior to the Commitment Termination Date, upon the request of the Borrower and for Borrower's ’s account, Letter of Credit Obligations by causing Letters of Credit to be issued by GE Capital or a Subsidiary thereof or a bank or other legally authorized Person selected by or acceptable to Agent in its sole discretion (each, an "L/C Issuer") for Borrower's account and guaranteed by Agent; provided, that if the L/C Issuer which is also a Lender, then such Lender hereunder. Such Letters of Credit shall not be guaranteed by the Administrative Agent but rather each Lender shall, subject to the terms and conditions hereinafter set forth, purchase (or be deemed to have purchased) risk participations in all draws on such Letters of Credit issued shall be reimbursable by the Borrower in accordance with the written consent of Agent, as more fully described in paragraph (b)(iiSection 2.11(c) below. The aggregate amount of all such Letter of Credit Obligations shall not at any time exceed the least lesser of (i) $5,000,000 (the "L/C Sublimit") , and (ii) the Maximum Amount less excess (if any) of (1) the lesser of (A) the Aggregate Commitment and (B) the Borrowing Base, over (2) the aggregate outstanding principal balance amount of the Revolving Credit Advances and the Swing Line Loan, and (iii) the Borrowing Base less the aggregate outstanding principal balance of the Revolving Credit Advances and the Swing Line LoanAdvances. No such Letter of Credit shall have an expiry date that is less than 5 Business Days prior to the Commitment Termination Date or more than one year following the date of issuance thereof, thereof unless otherwise determined by the Agent, Administrative Agent in its sole discretiondiscretion (including with respect to customary evergreen provisions), and neither the Administrative Agent nor Lenders any Lender shall be under any obligation to incur Letter of Credit Obligations in respect of, or purchase risk participations in, any Letter of Credit having an expiry date that is later than the Commitment Termination Date; provided. (ii) Any action taken or omitted to be taken by the Administrative Agent or any L/C Issuer under or in connection with any Letter of Credit, howeverif taken or omitted in the absence of gross negligence or willful misconduct, that subject shall not put the Administrative Agent or such L/C Issuer under any resulting liability to the remaining terms of this AgreementBorrower, any Lender or any other Person. In determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof, the L/C Issuer may have an expiry date accept documents that is later than 5 Business Days prior appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the Commitment Termination Date (contrary and, subject in making any payment under any Letter of Credit, the L/C Issuer may rely exclusively on the documents presented to the terms hereof, Agent and Lenders shall be obligated to incur it under such Letter of Credit Obligations in respect thereof, or purchase risk participations as to any and all matters set forth therein, as applicable) so long as Borrower shall have deposited with Agent Cash Equivalents (as defined below) including reliance on the amount of any draft presented under such Letter of Credit, whether or not the amount due to the beneficiary thereunder equals the amount of such draft and whether or not any document presented pursuant to such Letter of Credit proves to be insufficient in an amount equal any respect, if such document on its face appears to one hundred five percent (105%) be in order, and whether or not any other statement or any other document presented pursuant to such Letter of Credit proves to be forged or invalid or any statement therein proves to be inaccurate or untrue in any respect whatsoever, and any noncompliance in any immaterial respect of the maximum amount then available to be drawn thereunder and in accordance documents presented under such Letter of Credit with the provisions terms thereof shall, in each case, be deemed not to constitute willful misconduct or gross negligence of paragraph (c) belowthe L/C Issuer.

Appears in 1 contract

Samples: Receivables Funding and Administration Agreement (Rexnord Corp)

Issuance. Subject to the terms and conditions of the this Agreement, Agent and Lenders agree to incurthe Revolving Loan Commitment may be used, from time to time prior to the Revolving Loan Commitment Termination Date, upon the request of Borrower and for Borrower's ’s account, for the incurrence of Letter of Credit Obligations Obligations, by causing Administrative Agent causing, whether through the issuance by Administrative Agent or any of its Affiliates of support agreements, reimbursement agreements, guarantees or otherwise, Letters of Credit to be issued (by GE Capital or a Subsidiary thereof or a bank or other legally authorized Person selected designated by Administrative Agent (which Person may be Administrative Agent or an Affiliate thereof) and reasonably acceptable to Agent in its sole discretion Borrower (each, an "L/C Issuer"”)) for Borrower's account and guaranteed by Agent; provided, that if the L/C Issuer is a Lender, then such Letters of Credit shall not be guaranteed by Agent but rather each ’s account. Each Revolving Lender shall, subject to the terms and conditions hereinafter set forthforth and based upon its Pro Rata Share relating to the Revolving Loan, purchase (or and be deemed to have purchased) risk participations in all such Letters of Credit issued Obligations incurred with the written consent of Administrative Agent, as more fully described in paragraph (b)(iiSection 2.2(b)(ii) below. The aggregate amount of all such Letter of Credit Obligations shall not at any time exceed the least lesser of (i) $5,000,000 500,000 (the "L/C Sublimit") and (ii) the Maximum Amount less the aggregate outstanding principal balance of the Revolving Credit Advances and the Swing Line Loan, and (iii) the Borrowing Base less the aggregate outstanding principal balance of the Revolving Credit Advances and the Swing Line LoanAdvances. No such Letter of Credit shall have an expiry date that which is less than 5 Business Days prior to the Commitment Termination Date or more than one year following the date of issuance thereof (or, in the case of any renewal or extension thereof, unless otherwise determined by the Agent, in its sole discretionone year after such renewal or extension), and neither Agent nor Lenders no Revolving Lender shall be under any obligation to incur Letter of Credit Obligations in respect of, or purchase risk participations in, any Letter of Credit having an expiry date that (either upon its initial issuance or after giving effect to any renewal or extension thereof) which is later than five (5) days prior to the Revolving Loan Commitment Termination Date; provided, however, that subject to the remaining terms of this Agreement, a Letter of Credit may have an expiry date that is later than 5 Business Days prior to the Commitment Termination Date (and, subject to the terms hereof, Agent and Lenders shall be obligated to incur Letter of Credit Obligations in respect thereof, or purchase risk participations therein, as applicable) so long as Borrower shall have deposited with Agent Cash Equivalents (as defined below) in an amount equal to one hundred five percent (105%) of the maximum amount then available to be drawn thereunder and in accordance with the provisions of paragraph (c) below.

Appears in 1 contract

Samples: Credit Agreement (Chuy's Holdings, Inc.)

Issuance. Subject to From time-to-time from the terms and conditions of Closing Date until five Business Days before the Agreement, Agent and Lenders agree to incur, from time to time prior to the Commitment Termination Maturity Date, upon at the written request of Borrower and for any Borrower's account, Letter of Credit Obligations by causing Letters of Credit to be issued by GE Capital or a Subsidiary thereof or a bank or other legally authorized Person selected by or acceptable to Agent in its sole discretion (each, an "L/C Issuer") for Borrower's account and guaranteed by Agent; provided, that if the L/C Issuer is a Lender, then such Letters of Credit shall not be guaranteed by Agent but rather each Lender Issuing Bank shall, subject to on the terms and conditions hereinafter set forth, purchase (issue, increase, or be deemed to have purchased) risk participations in all such extend the expiration date of Letters of Credit issued for the account of a Borrower or for the account of any Loan Party (in which case a Borrower and such Loan Party shall be co-applicants with respect to such Letter of Credit) on any Business Day. No Letter of Credit will be issued, increased, or extended: (i) if such issuance, increase, or extension would cause the written consent Letter of AgentCredit Exposure to exceed an amount equal to $25,000,000 minus, as more fully described in paragraph (b)(ii) below. The without duplication, the sum of the aggregate outstanding principal amount of all Advances; (ii) if any Lender is at such time a Defaulting Lender hereunder, unless the Issuing Bank has entered into arrangements, including the delivery of cash collateral to be held in the XX Xxxx Collateral Account, satisfactory to the Issuing Bank (in its sole discretion) with the Borrowers or such Lender to eliminate the Issuing Bank’s actual or potential Fronting Exposure (after giving effect to Section 2.16) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other Letter of Credit Obligations as to which the Issuing Bank has actual or potential Fronting Exposure, as it may elect in its sole discretion; (iii) unless such Letter of Credit Obligations shall has an expiration date not at any time exceed later than the least later of (iA) $5,000,000 (the "L/C Sublimit") and (ii) the Maximum Amount less the aggregate outstanding principal balance of the Revolving Credit Advances and the Swing Line Loan, and (iii) the Borrowing Base less the aggregate outstanding principal balance of the Revolving Credit Advances and the Swing Line Loan. No such Letter of Credit shall have an expiry date that is less than 5 five Business Days prior to the Commitment Termination Maturity Date or more than one year following and (B) two years after the date Maturity Date; provided that, with respect to clause (B), the Borrowers (y) at least five Business Days prior to the Maturity Date, deposit cash collateral in an amount equal to 100% the Letter of issuance thereof, unless otherwise determined Credit Exposure allocable to such Letters of Credit to be held in the XX Xxxx Collateral Account and applied in accordance with Section 2.13 and (z) pay to the Collateral Agent to be shared proportionately by the AgentLenders (other than any Defaulting Lenders) a fee equal to 0.35% per annum on the amount available for drawing under such Letter of Credit, which fee shall be due quarterly in arrears on the last Business Day of each March, June, September and December commencing on the Maturity Date and continuing thereafter until the stated expiration of such Letter of Credit (for the avoidance of doubt this fee shall be in addition to any other fees required to be paid hereunder); (iv) unless such Letter of Credit is in form and substance reasonably acceptable to the Issuing Bank in its sole discretion, ; (v) unless there are no regulatory limits on doing business with the beneficiary of such Letter of Credit; (vi) unless the applicable Borrower has delivered to the Issuing Bank a completed and neither Agent nor Lenders shall be under any obligation to incur executed Letter of Credit Obligations in respect ofApplication; and (vii) unless such Letter of Credit is governed by any of (A) the Uniform Customs and Practice for Documentary Credits (2007 Revision), International Chamber of Commerce Publication No. 600 or (B) the International Standby Practices ISP98, International Chamber of Commerce Commission Publication No. 590, or purchase risk participations in, any successor to such publications. If the terms of any Letter of Credit having an expiry date that is later than Document conflicts with the Commitment Termination Date; provided, however, that subject to the remaining terms of this Agreement, the terms of this Agreement shall control. Each Letter of Credit shall be issued or amended, as the case may be, upon the written request of the applicable Borrower delivered to the Issuing Bank (with a copy to the Collateral Agent) in the form of a Letter of Credit may have an expiry date that is Application, appropriately completed and signed by a Responsible Officer of such Borrower. Such Letter of Credit Application must be received by the Issuing Bank and the Collateral Agent not later than 5 5:00 p.m. (New York City time) on the third Business Days Day (or such earlier date and time as the Collateral Agent and the Issuing Bank may agree in a particular instance in their sole discretion) prior to the Commitment Termination Date (andproposed issuance date or date of amendment, subject as the case may be. Additionally, the Borrower shall furnish to the terms hereof, Issuing Bank and the Collateral Agent such other documents and Lenders shall be obligated information pertaining to incur such requested Letter of Credit Obligations in respect thereof, issuance or purchase risk participations thereinamendment, as applicable) so long as Borrower shall have deposited with the Issuing Bank or the Collateral Agent Cash Equivalents (as defined below) in an amount equal to one hundred five percent (105%) of the maximum amount then available to be drawn thereunder and in accordance with the provisions of paragraph (c) belowmay reasonably require.

Appears in 1 contract

Samples: Credit Agreement (Vantage Drilling CO)

Issuance. Subject to the terms and conditions of the Agreement, Agent and Lenders agree to incur, from time to time prior to the Commitment Termination Date, upon the request of Borrower and for Borrower's ’s account, Letter of Credit Obligations by causing Letters of Credit to be issued by GE Capital or a Subsidiary thereof or a bank or other legally authorized Person selected by or acceptable to Agent in its sole discretion (each, an "L/C Issuer") for Borrower's ’s account and guaranteed by Agent; provided, that if the L/C Issuer is a Lender, then such Letters of Credit shall not be guaranteed by Agent but rather each Lender shall, subject to the terms and conditions hereinafter set forth, purchase (or be deemed to have purchased) risk participations in all such Letters of Credit issued with the written consent of Agent, as more fully described in paragraph (b)(ii) below. The aggregate amount of all such Letter of Credit Obligations shall not at any time exceed the least of (i) Seven Million Dollars ($5,000,000 7,000,000) (the "L/C Sublimit") ”), and (ii) the Maximum Amount less the aggregate outstanding principal balance of the Revolving Credit Advances and the Swing Line Loan, and (iii) the Borrowing Base less the aggregate outstanding principal balance of the Revolving Credit Advances and the Swing Line Loan. No such Letter of Credit shall have an expiry date that is less than 5 Business Days prior to the Commitment Termination Date or more than one year following the date of issuance thereof, unless otherwise determined by the Agent, Agent in its sole discretion, and neither Agent nor Lenders shall be under any obligation to incur Letter of Credit Obligations in respect of, or purchase risk participations in, any Letter of Credit having an expiry date that is later than the Commitment Termination Date; provided, however, that subject to the remaining terms of this Agreement, a Letter of Credit may have an expiry date that is later than 5 Business Days prior to the Commitment Termination Date (and, subject to the terms hereof, Agent and Lenders shall be obligated to incur Letter of Credit Obligations in respect thereof, or purchase risk participations therein, as applicable) so long as Borrower shall have deposited with Agent Cash Equivalents (as defined below) in an amount equal to one hundred five percent (105%) of the maximum amount then available to be drawn thereunder and in accordance with the provisions of paragraph (c) below.

Appears in 1 contract

Samples: Credit Agreement (Analysts International Corp)

Issuance. Subject The Borrowers, the Agent and the Lenders agree that the Existing Letters of Credit shall remain outstanding after the date hereof and shall constitute Secured Obligations hereunder. Each Lender shall be deemed to have purchased risk participations in such Existing Letters of Credit as more fully described in Section 3.2(b)(ii). In addition, after the Effective Date and subject to the terms and conditions of the Agreement, Agent and the Lenders agree to incur, from time to time prior to the Commitment Termination Date, upon the request of Borrower the Borrowers and for Borrower's the Borrowers' account, Letter of Credit Obligations by causing Letters of Credit to be issued (by GE Capital Agent or a Subsidiary thereof an Affiliate thereof, or a bank or other legally authorized Person selected by or and acceptable to Agent in its sole discretion discretion, including Fleet National Bank as issuer of the Existing Letters of Credit (each, an "L/C IssuerIssuing Bank")) for Borrower's the Borrowers' account and guaranteed by Agent; provided, however, that if the L/C Issuer Issuing Bank is a Lender, then such Letters of Credit shall not be guaranteed by Agent but rather each Lender shall, subject to the terms and conditions hereinafter set forth, purchase (or be deemed to have purchased) risk participations in all such Letters of Credit issued with the written consent of Agent, as more fully described in paragraph (b)(iiSection 3.2(b)(ii) below. The Agent and the Lenders shall have no obligation to incur Letter of Credit Obligations if, after giving effect to the issuance or guaranty by the Lenders of any requested Letter of Credit, (i) the aggregate amount of all such Letter of Credit Obligations shall not at any time outstanding would exceed the least Letter of (i) $5,000,000 (the "L/C Sublimit") and Credit Facility Amount or (ii) the Maximum Amount less the aggregate outstanding principal balance amount of the all Revolving Credit Advances and Loans outstanding would exceed the Swing Line Loan, and Borrowing Base or (iii) if no Revolving Credit Loans are outstanding, the aggregate amount of the Letter of Credit Obligations outstanding would exceed the Borrowing Base less the aggregate outstanding principal balance of the Revolving Credit Advances and the Swing Line LoanBase. No such Letter of Credit shall have an expiry date that which is less than 5 Business Days prior to the Commitment Termination Date or more than one year following the date of issuance thereof, unless otherwise determined by the Agent, in its sole discretion, and neither Agent nor the Lenders shall be under any obligation to incur Letter of Credit Obligations in respect of, or purchase risk participations in, any Letter of Credit having an expiry date that which is later than the Commitment Termination Date; provided, however, that subject to the remaining terms of this Agreement, a Letter of Credit may have an expiry date that is later than 5 five (5) Business Days prior to the Commitment Termination Date (and, subject to the terms hereof, Agent and Lenders shall be obligated to incur Letter of Credit Obligations in respect thereof, or purchase risk participations therein, as applicable) so long as Borrower shall have deposited with Agent Cash Equivalents (as defined below) in an amount equal to one hundred five percent (105%) of the maximum amount then available to be drawn thereunder and in accordance with the provisions of paragraph (c) belowDate.

Appears in 1 contract

Samples: Loan and Security Agreement (Tropical Sportswear International Corp)

Issuance. Subject to the terms and conditions of the Agreement, Agent and Revolving Lenders agree to incur, from time to time prior to the Commitment Termination Date, upon the request of Borrower Representative on behalf of either Borrower and for such Borrower's account, Letter of Credit Obligations by causing Letters of Credit to be issued (by GE Capital or a Subsidiary thereof or a bank or other legally authorized Person selected by or acceptable to Agent in its sole discretion (each, an "L/C IssuerISSUER")) for such Borrower's account in Canadian Dollars or US Dollars and guaranteed by Agent; provided, however, that if the L/C Issuer is a Revolving Lender, then such Letters the Letter of Credit issued by such Revolving Lender shall not be guaranteed by Agent but rather each Revolving Lender shall, subject to the terms and conditions hereinafter set forth, purchase (or be deemed to have purchased) risk participations in all such Letters of Credit issued with the written consent of Agent, as more fully described in paragraph (b)(ii2)(b) below. The aggregate amount US Dollar Amount of all such Letter of Credit Obligations shall not at any time exceed the least lesser of (i) $5,000,000 Ten Million US Dollars (US$10,000,000) (the "L/C SublimitSUBLIMIT") ), and (ii) the Maximum Amount less the aggregate outstanding principal balance of the Revolving Credit Advances and the Swing Line Loan, and (iii) the Aggregate Borrowing Base less the aggregate outstanding principal balance of the Revolving Credit Advances and the Swing Line Loan. Moreover, the aggregate amount of any Letter of Credit Obligations incurred on behalf of either Borrower shall not at any time exceed the Aggregate Borrowing Base less the aggregate principal balance of the Revolving Credit Advances and the Swing Line Loan to both Borrowers. No such Letter of Credit shall have an expiry date that which is less than 5 Business Days prior to the Commitment Termination Date or more than one year following the date of issuance thereof, unless otherwise determined by the Agent, in its sole discretion, and neither Agent nor Revolving Lenders shall be under any obligation to incur Letter of Credit Obligations in respect of, or purchase risk participations in, any Letter of Credit having an expiry date that which is later than the Commitment Termination Date; provided, however, that subject to the remaining terms of this Agreement, a Letter of Credit may have an expiry date that is later than 5 Business Days prior to the Commitment Termination Date (and, subject to the terms hereof, Agent and Lenders shall be obligated to incur Letter of Credit Obligations in respect thereof, or purchase risk participations therein, as applicable) so long as Borrower shall have deposited with Agent Cash Equivalents (as defined below) in an amount equal to one hundred five percent (105%) of the maximum amount then available to be drawn thereunder and in accordance with the provisions of paragraph (c) below.

Appears in 1 contract

Samples: Credit Agreement (Hockey Co)

Issuance. Subject to the terms Sale and conditions Delivery of the AgreementFirm Units, Agent the Optional Units and Lenders agree to incurthe Underwriters' Warrants. (a) Upon the basis of the representations, from time to time prior to warranties, covenants and agreements of the Commitment Termination DateCompany herein contained, upon the request of Borrower and for Borrower's account, Letter of Credit Obligations by causing Letters of Credit to be issued by GE Capital or a Subsidiary thereof or a bank or other legally authorized Person selected by or acceptable to Agent in its sole discretion (each, an "L/C Issuer") for Borrower's account and guaranteed by Agent; provided, that if the L/C Issuer is a Lender, then such Letters of Credit shall not be guaranteed by Agent but rather each Lender shall, subject to the terms and conditions hereinafter herein set forth, the Company agrees to sell to the several Underwriters, and the Underwriters, severally and not jointly, agree to purchase (or be deemed from the Company, the number of the Firm Units set forth opposite the respective names of the Underwriters in Schedule I hereto, plus any additional Units which such Underwriter may become obligated to have purchased) risk participations in all such Letters purchase pursuant to the provisions of Credit issued with the written consent of Agent, as more fully described in paragraph (b)(ii) belowSection 14 hereof. The aggregate amount purchase price of the Units to be paid by the several Underwriters shall be $________ per Unit ($______ per Unit less a ten percent discount). In addition, and upon the same basis, and subject to the same terms and conditions, the Company hereby grants an option to you to purchase, but only for the purpose of covering over-allotments, upon not less than two days' notice from the Representative, the Optional Units, or any portion thereof, at the same price per Unit as that set forth in the preceding sentence; and each Underwriter agrees, severally and not jointly, to purchase Optional Units in the same proportion in which it has agreed to purchase Firm Units. Notwithstanding anything contained herein to the contrary, you individually and not as Representative may purchase all such Letter or any part of Credit Obligations shall the Optional Units and are not obligated to offer the Optional Units to the other Underwriters. The Optional Units may be exercised at any time, and from time exceed to time, thereafter within a period of 45 calendar days following the least of (i) $5,000,000 (the "L/C Sublimit"Effective Date. The time(s) and date(s) (iiif any) so designated for delivery and payment for the Maximum Amount less Optional Units shall be set forth in the aggregate outstanding principal notice to the Company. Such dates are herein defined as the Additional Closing Date(s). (b) Payment for the Firm Units shall be made by certified or official bank checks in New York Clearing House funds, payable to the order of the Company, at the offices of the Representative, or its clearing agent, or at such other place as shall be agreed upon by the Representative and the Company, upon delivery of the Firm Units to the Representative for the respective accounts of the Underwriters. In making payment to the Company, the Representative may first deduct all sums due to it for the balance of the Revolving Credit Advances non-accountable expense allowance and under the Swing Line LoanFinancial Consulting Agreement (as hereinafter defined). Such delivery and payment shall be made at 10:00 A.M., and (iii) New York City Time on the Borrowing Base less the aggregate outstanding principal balance of the Revolving Credit Advances and the Swing Line Loan. No such Letter of Credit shall have an expiry date that is less than 5 Business Days prior to the Commitment Termination Date or more than one year following the date of issuance thereof, unless otherwise determined third business day which may be extended by the Agent, in its sole discretion, and neither Agent nor Lenders shall be under any obligation Representative to incur Letter of Credit Obligations in respect of, or purchase risk participations in, any Letter of Credit having an expiry date that is not later than the Commitment Termination Date; provided, however, that subject to fifth business day following the remaining terms of this Agreement, a Letter of Credit may have an expiry date that is later than 5 Business Days prior to the Commitment Termination Effective Date (and, subject to the terms hereof, Agent and Lenders shall be obligated to incur Letter of Credit Obligations in respect thereof, or purchase risk participations therein, as applicable) so long as Borrower shall have deposited with Agent Cash Equivalents (as defined below) in an amount equal to one hundred five percent (105%) of the maximum amount then available to be drawn thereunder and unless postponed in accordance with the provisions of paragraph Section 14 hereof) or at such other time as shall be agreed upon by the Representative and the Company. The time and date of such delivery and payment are hereby defined as the Closing Date. It is understood that each Underwriter has authorized the Representative, for the account of such Underwriter, to accept delivery of, receipt for, and make payment of the purchase price for, the Firm Units which it has agreed to purchase. You, individually, and not as Representative may (but shall not be obligated to) make payment of the purchase price for the Firm Units to be purchased by any Underwriter whose check shall not have been received by the Closing Date, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from its obligations hereunder. (c) belowPayment for the Optional Units shall be made at the offices of the Representative, or its clearing agent or at such other place as shall be agreed upon by the Representative and the Company, in accordance with the notice delivered pursuant to Section 3(a) which shall be no later than seven business days from the expiration of the forty-five day option period. (d) Certificates for the Firm Units and for the Optional Units shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two business days prior to the Closing Date, and the Additional Closing Date(s) (if any). The Company shall permit the Representative to examine and package said certificates for delivery at least one full business day prior to the Closing Date and prior to the Additional Closing Date(s). The Company shall not be obligated to sell or deliver any of the Firm Units except upon tender of payment by the Underwriters for all of the Firm Units agreed to be purchased by them hereunder. The Representative, however, shall have the sole discretion to determine the number of Optional Units, if any, to be purchased. (e) At the time of making payment for the Firm Units, the Company also hereby agrees to sell to the Representative, Underwriters' Unit Warrants to purchase 150,000 Units for an aggregate purchase price of $150. Each Unit issuable upon exercise of the Underwriters' Unit Warrants shall be identical to the Units sold to the public. Each Underwriters' Unit Warrant shall entitle the owner thereof to purchase one Unit of the Company at an exercise price of $_____ per Unit (120% of the initial public offering price per Unit). Such Underwriters' Unit Warrants are to become exercisable immediately after from the Effective Date, and thereafter shall remain exercisable for a period of five years. For a period of one year after the Effective Date, the Underwriters Unit Warrants shall not be transferable except to co-underwriters, selling group members and their officers or partners. The Underwriters Unit Warrants shall contain customary clauses protecting the holders thereof in the event the Company pays stock dividends, effects stock splits, or effects a sale of assets, merger or consolidation. (f) On and subject to the Closing Date, the Company will give irrevocable instructions to its transfer agent (which it agrees to appoint) to deliver to the Representative (at the Company's expense) for a period of five years from the Closing Date, daily advice sheets showing any transfers of Units, shares of common stock and Warrants and from time to time during the aforesaid period a complete stockholders' list will be promptly furnished by the Company when requested by the Representative on not more than two occasions per year. Furthermore, the Company will give irrevocable instructions to Depository Trust Company for a period of five years from the Closing Date to deliver weekly transfer sheets showing any transfers of Units, shares of common stock and Warrants.

Appears in 1 contract

Samples: Underwriting Agreement (Worldwide Wireless Inc)

Issuance. Subject to Upon the terms and conditions and relying on the representations and warranties contained in this Agreement, the Agent, as issuing bank for the Lenders, agrees from the date of this Agreement until the date which is thirty days prior to the Final Maturity Date, to issue on behalf of the AgreementLenders in their respective Percentage Shares, Agent Letters of Credit for the account of any Borrower and Lenders agree to incurrenew, increase and extend such Letters of Credit. Letters of Credit shall be issued, renewed, increased or extended from time to time prior to on any Business Day designated by the Commitment Termination Date, upon the request of Borrower and for Borrower's account, requesting such Letter of Credit Obligations following the receipt in accordance with the terms hereof by causing Letters the Agent of the written (or oral, confirmed promptly in writing) request by a Responsible Officer of such Borrower therefor and a Letter of Credit to be issued by GE Capital or a Subsidiary thereof or a bank or other legally authorized Person selected by or acceptable to Agent in its sole discretion (each, an "L/C Issuer") for Borrower's account and guaranteed by Agent; provided, that if the L/C Issuer is a Lender, then such Application. Letters of Credit shall be issued in such amounts as the Borrowers may request; provided, however, that the Agent shall not be guaranteed by Agent but rather each Lender shallobligated to issue, subject to the terms and conditions hereinafter set forthincrease, purchase (extend, or be deemed to have purchased) risk participations in all such Letters of Credit issued with the written consent of Agent, as more fully described in paragraph (b)(ii) below. The aggregate amount of all such renew any Letter of Credit Obligations shall not at any time exceed the least of if (i) $5,000,000 (the "L/C Sublimit") and (ii) the Maximum Amount less the aggregate outstanding principal balance of the Revolving Credit Advances and the Swing Line Loan, and (iii) the Borrowing Base less the aggregate outstanding principal balance of the Revolving Credit Advances and the Swing Line Loan. No such Letter of Credit shall have an expiry expiration date that which is less than 5 Business Days prior subsequent to the Commitment Termination Date or Final Maturity Date, (ii) the Letter of Credit shall have an expiration date more than one year following after the date of issuance thereof; provided that, unless otherwise determined by any such Letter of Credit with a one-year tenor may expressly provide that it is renewable at the Agentoption of the Agent for additional one-year periods, (iii) the Letter of Credit is in form and substance not acceptable to the Agent in its sole discretion, and neither Agent nor Lenders shall be under any obligation to incur (iv) the Borrower requesting such Letter of Credit Obligations in respect of, or purchase risk participations in, any has not delivered to the Agent a completed and executed Letter of Credit having an expiry date that is later than Application, (v) the Commitment Termination Date; provided, however, that subject to the remaining terms of this Agreement, a Letter of Credit may have an expiry date that is later than 5 Business Days prior not governed by the Uniform Customs and Practice for Documentary Credits (1993 Revision), International Chamber of Commerce Publication No. 500 or any successor to such publication, (vi) the L/C Exposure would exceed $500,000, or (vii) after giving effect to the Commitment Termination Date (andissuance, subject to the terms hereofincrease, Agent and Lenders shall be obligated to incur renewal, or extension of such Letter of Credit Obligations in respect thereofCredit, or purchase risk participations therein, as applicable) so long as Borrower shall have deposited with Agent Cash Equivalents (as defined below) in an amount equal to one hundred five percent (105%) the sum of the maximum amount L/C Exposure and the Loan Balance then available to be drawn thereunder outstanding, would exceed the lesser of (A) the aggregate Commitments and in accordance with (B) the provisions of paragraph (c) below.Borrowing Base

Appears in 1 contract

Samples: Credit Agreement (Edge Petroleum Corp)

Issuance. Subject to and upon the terms and conditions herein set forth, so long as no Unmatured Default or Event of the AgreementDefault has occurred and is continuing, Agent each Issuing Bank will, at any time and Lenders agree to incur, from time to time on and after the Agreement Date and prior to the Commitment Termination Date, upon earlier of (i) the request of Borrower and for Borrower's account, Letter of Credit Obligations Maturity Date and (ii) the Repayment Date, and upon request by causing the Borrower in accordance with the provisions of Section 3.1, issue for the account of the Borrower one or more irrevocable standby letters of credit denominated in Dollars and in a form customarily used or otherwise approved by such Issuing Bank (together with all amendments, modifications and supplements thereto, substitutions therefor and renewals and restatements thereof, collectively, the “Letters of Credit to be issued by GE Capital or a Subsidiary thereof or a bank or other legally authorized Person selected by or acceptable to Agent in its sole discretion (each, an "L/C Issuer") for Borrower's account and guaranteed by Agent; provided, that if the L/C Issuer is a Lender, then such Letters Credit”). The Stated Amount of each Letter of Credit shall not be guaranteed by Agent but rather each Lender shall, subject less than such amount as may be acceptable to the terms and conditions hereinafter set forth, purchase (or be deemed to have purchased) risk participations in all such Letters of Credit issued with applicable Issuing Bank.Notwithstanding the written consent of Agent, as more fully described in paragraph (b)(ii) below. The aggregate amount of all such foregoing: 3.1.1 No Letter of Credit Obligations shall not at any time exceed the least of be issued if, after giving effect to such issuance, (i) $5,000,000 (the "L/C Sublimit") and Stated Amount when added to the aggregate Letter of Credit Exposure of the Lenders at such time, would exceed the Letter of Credit Subcommitment, (ii) the Maximum Stated Amount less when added to the aggregate outstanding principal balance of Credit Exposure, would exceed the Revolving Credit Advances and the Swing Line LoanAggregate Commitments at such time, and (iii) any Lender is at that time a Defaulting Lender, unless the Borrowing Base less applicable Issuing Bank has entered into an arrangement, including the aggregate outstanding principal balance delivery of Cash Collateral, satisfactory to such Issuing Bank (in its sole discretion) with the Revolving Borrower or such Lender to eliminate such Issuing Bank’s actual or potential Fronting Exposure (after giving effect to Section 2.22.1(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit Advances then proposed to be issued or that Letter of Credit and the Swing Line Loan. all other Letter of Credit Exposure as to which such Issuing Bank has actual or potential Fronting Exposure, as it may elect in its sole discretion; 3.1.2 No such Letter of Credit shall have an expiry date be issued that is less by its terms expires later than 5 Business Days prior to the Commitment Termination Letter of Credit Maturity Date or or, in any event, more than one year following the after its date of issuance thereofissuance; provided, however, that a Letter of Credit may, if requested by the Borrower, provide by its terms, and on terms acceptable to the applicable Issuing Bank, for renewal for successive periods of one year or less (but not beyond the Letter of Credit Maturity Date), unless otherwise determined by and until the Agent, in its sole discretion, and neither Agent nor Lenders applicable Issuing Bank shall have delivered a notice of nonrenewal to the beneficiary of such Letter of Credit; 3.1.3 No Issuing Bank shall be under any obligation to incur Letter of Credit Obligations in respect of, or purchase risk participations in, issue any Letter of Credit if, at the time of such proposed issuance, (i) any order, judgment or decree of any Governmental Authority or arbitrator shall purport by its terms to enjoin or restrain such Issuing Bank from issuing such Letter of Credit, or any Applicable Law or any request or directive (whether or not having an expiry date the force of law) from any Governmental Authority with jurisdiction over such Issuing Bank shall prohibit, or request that such Issuing Bank refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Bank with respect to such Letter of Credit any restriction or reserve or capital requirement (for which such Issuing Bank is later than not otherwise compensated) not in effect on the Commitment Termination Agreement Date; provided, howeveror any unreimbursed loss, cost or expense that subject was not applicable, in effect or known to such Issuing Bank as of the Agreement Date and that the Issuing Bank in good xxxxx xxxxx material to it, (ii) such Issuing Bank shall have actual knowledge, or shall have received notice from any Lender, prior to the remaining terms issuance of this Agreementsuch Letter of Credit that one or more of the conditions specified in Section 4.1 (if applicable) or Section 4.2 are not then satisfied (or have not been waived in writing as required herein) or that the issuance of such Letter of Credit would violate the provisions of Section 3.1.1, or (iii) the issuance of such Letter of Credit would violate one or more written policies of such Issuing Bank applicable to letters of credit generally; and 3.1.4 Unless otherwise expressly agreed by the applicable Issuing Bank and the Borrower when a Letter of Credit may have an expiry date that is later than 5 Business Days prior to the Commitment Termination Date (and, issued and subject to applicable laws, performance under Letters of Credit by the terms hereofapplicable Issuing Bank, Agent its correspondents, and Lenders shall the beneficiaries thereof will be obligated to incur governed by the rules of the “International Standby Practices 1998” (or such later revision as may be published by the Institute of International Banking Law & Practice on any date any Letter of Credit Obligations in respect thereofmay be issued) and to the extent not inconsistent therewith, or purchase risk participations therein, as applicable) so long as Borrower shall have deposited with Agent Cash Equivalents (as defined below) in an amount equal to one hundred five percent (105%) the governing law of the maximum amount then available to be drawn thereunder and in accordance with the provisions of paragraph (c) belowthis Agreement.

Appears in 1 contract

Samples: Credit Agreement (WGL Holdings Inc)

Issuance. Subject to the terms and conditions of the Agreement, Agent and Revolving Lenders agree to incur, from time to time prior to the Commitment Termination Date, upon the request of Borrower and for Borrower's account, Letter of Credit Obligations by causing Letters of Credit to be issued (by GE Capital or a Subsidiary thereof or a bank or other legally authorized Person selected by or acceptable to Agent in its sole discretion (each, an "L/C IssuerISSUER")) for Borrower's account and guaranteed by Agent; provided, however, that if the L/C Issuer is a Revolving Lender, then such Letters of Credit shall not be guaranteed by Agent but rather each Revolving Lender shall, subject to the terms and conditions hereinafter set forth, purchase (or be deemed to have purchased) risk participations in all such Letters of Credit issued with the written consent of Agent, as more fully described in paragraph (b)(ii) below. The aggregate amount of all such Letter of Credit Obligations shall not at any time exceed the least of (i) One Million Dollars ($5,000,000 1,000,000) (the "L/C SublimitSUBLIMIT") ), and (ii) the Maximum Amount less the aggregate outstanding principal balance of the Revolving Credit Advances and the Swing Line Loan, and (iii) the Borrowing Base less the aggregate outstanding principal balance of the Revolving Credit Advances and the Swing Line Loan. No such Letter of Credit shall have an expiry date that which is less than 5 Business Days prior to the Commitment Termination Date or more than one year following the date of issuance thereof, unless otherwise determined by the Agent, in its sole discretion, and neither Agent nor Revolving Lenders shall be under any obligation to incur Letter of Credit Obligations in respect of, or purchase risk participations in, any Letter of Credit having an expiry date that which is later than the Commitment Termination Date; provided, however, that subject to the remaining terms of this Agreement, a Letter of Credit may have an expiry date that is later than 5 Business Days prior to the Commitment Termination Date (and, subject to the terms hereof, Agent and Lenders shall be obligated to incur Letter of Credit Obligations in respect thereof, or purchase risk participations therein, as applicable) so long as Borrower shall have deposited with Agent Cash Equivalents (as defined below) in an amount equal to one hundred five percent (105%) of the maximum amount then available to be drawn thereunder and in accordance with the provisions of paragraph (c) below.

Appears in 1 contract

Samples: Credit Agreement (Kaynar Technologies Inc)

Issuance. Subject to the terms and conditions of the Agreement, Agent and First Lien Lenders with Revolving Loan Commitments agree to incur, from time to time prior to the Commitment Termination Date, upon the request of Borrower Representative on behalf of US Borrowers and for Borrower's US Borrowers’ account, Letter of Credit Obligations by causing Letters of Credit to be issued by GE Capital or a Subsidiary thereof or a bank or other legally authorized Person selected by or acceptable to Agent in its sole discretion (each, an "L/C Issuer") for Borrower's US Borrowers’ account and guaranteed by Agent; provided, that if the L/C Issuer is a First Lien Lender, then such Letters of Credit shall not be guaranteed by Agent but rather each First Lien Lender with a Revolving Loan Commitment shall, subject to the terms and conditions hereinafter set forth, purchase (or be deemed to have purchased) risk participations in all such Letters of Credit issued with the written consent of Agent, as more fully described in paragraph (b)(ii) below. The aggregate amount of all such Letter of Credit Obligations shall not at any time exceed the least lesser of (i) Fifty Million Dollars ($5,000,000 50,000,000) (the "L/C Sublimit") and (ii) the Maximum Amount less the aggregate outstanding principal balance of the Revolving Credit Advances and the Swing Line Loan, and (iii) the Borrowing Base less the aggregate outstanding principal balance of the Revolving Credit Advances and the Swing Line Loan. No such Letter of Credit shall have an expiry date that is less than 5 Business Days prior to the Commitment Termination Date or more than one year following the date of issuance thereof, but may contain provisions for automatic renewal thereof, unless otherwise determined by the Agent, in its sole discretion, and neither Agent nor First Lien Lenders with Revolving Loan Commitments shall be under any obligation to incur Letter of Credit Obligations in respect of, or purchase risk participations in, any Letter of Credit having an expiry date that is later than the date set forth in clause (a) of the definition of Commitment Termination Date; provided, however, that subject to the remaining terms of this Agreement, a Letter of Credit may have an expiry date that is later than 5 Business Days prior to the Commitment Termination Date (and, subject to the terms hereof, Agent and Lenders shall be obligated to incur Letter of Credit Obligations in respect thereof, or purchase risk participations therein, as applicable) so long as Borrower shall have deposited with Agent Cash Equivalents (as defined below) in an amount equal to one hundred five percent (105%) of the maximum amount then available to be drawn thereunder and in accordance with the provisions of paragraph (c) below.

Appears in 1 contract

Samples: Credit Agreement (Blount International Inc)