Letter of Credit Subfacility. (a) At the request of the Borrower, the L/C Issuer will issue for the account of the Borrower, on the terms and conditions hereinafter set forth (including without limitation Article V hereof), one or more Letters of Credit; provided, however, no Letter of Credit shall have an expiry date later than the earlier of twenty-four (24) months from the date of issuance or fifteen (15) days prior to the Long-Term Expiration Date; and provided, further, however, that in no event shall (i) the Stated Amount of the Letters of Credit issued pursuant to this Section 2.17 exceed, at any one time, $25,000,000, or (ii) the sum of aggregate outstanding principal balance of the Long-Term Revolving Credit Loans, the aggregate unpaid balance of outstanding Swingline Loans, the aggregate unpaid balance of any Unreimbursed L/C Draws and the aggregate Stated Amount of the Letters of Credit issued by the L/C Issuer under this Section 2.17 exceed, at any one time, the aggregate Long-Term Revolving Credit Commitments or the Borrowing Base, whichever is less. (i) The Borrower shall pay (A) to the L/C Issuer for its own account a fronting fee equal to 1/8 of 1% per annum (the "L/C FRONTING FEE") on the aggregate daily (computed at the opening of business and on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed) Stated Amount of the outstanding Letters of Credit for the period in question, and (B) to the Agent for the ratable account of the Lenders a fee (the "LETTER OF CREDIT FEE") equal to the Applicable Letter of Credit Fee per annum, as determined below, on the aggregate daily (computed at the opening of business and on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed) Stated Amount of the outstanding Letters of Credit for the period in question. The Letter of Credit Fee and the L/C Fronting Fee shall be payable (A) quarterly in arrears on the last Business Day of each Fiscal Quarter occurring during the term of this Agreement, (B) on the Long-Term Expiration Date or (C) upon acceleration of the Notes. Any issuance of an amendment to extend the stated expiration date of a Letter of Credit or an amendment to increase the Stated Amount of a Letter of Credit shall be treated as an issuance of a new Letter of Credit for purposes of calculation of the Letter of Credit Fee and the L/C Fronting Fee due and payable hereunder. After the occurrence of an Event of Default and during the continuation thereof, the rate at which the Letter of Credit Fee is calculated shall be increased by two hundred (200) basis points (2%) above the pre-default rate. (ii) The Borrower shall also pay to the L/C Issuer for the L/C Issuer's own account the L/C Issuer's customary documentation fees payable with respect to the Letters of Credit as the L/C Issuer may generally charge from time to time. Without limitation, the foregoing shall include all charges and expenses paid or incurred by the L/C Issuer in connection with any Letter of Credit, including without limitation: (A) correspondents' charges, if any, (B) any and all reasonable out-of-pocket expenses and charges of the L/C Issuer in connection with the performance, administration, interpretation, collection and enforcement of this Agreement and any Letter of Credit, including all reasonable legal fees and expenses, and (C) any and all applicable reserve or similar requirements and any and all premiums, assessments, or levies imposed upon the L/C Issuer by any Official Body. (iii) If by reason of (A) any change in any Law or any change in the interpretation or application by any judicial or regulatory authority of any Law or (ii) compliance by the L/C Issuer with any direction, request or requirement (whether or not having the force of law) of any Official Body: (A) the L/C issuer shall be subject to any tax, levy, charge or withholding of any nature or to any variation thereof or to any penalty with respect to the maintenance or fulfillment of its obligations under this Section 2.17, whether directly or by such being imposed on or suffered by the L/C Issuer; (B) any reserve, deposit or similar requirement is or shall be applicable, imposed or modified in respect of the Letters of Credit; or (C) there shall be imposed on the L/C Issuer any other condition regarding this Section 2.17 or the Letters of Credit;
Appears in 1 contract
Samples: Revolving Credit and Letter of Credit Issuance Agreement (Rmi Titanium Co)
Letter of Credit Subfacility. (a) At the request of the Borrower, the L/C Issuer will issue for the account of the Borrower, on the terms and conditions hereinafter set forth (including without limitation Article V hereof), one or more Letters of Credit; provided, however, no Letter of Credit shall have an expiry date later than the earlier of twenty-four (24) months from the date of issuance or fifteen (15) days prior to the Long-Term Expiration Date; and provided, further, however, that in no event shall (i) the Stated Amount of the Letters of Credit issued pursuant to this Section 2.17 exceed, at any one time, $25,000,000, or (ii) the sum of aggregate outstanding principal balance of the Long-Term Revolving Credit Loans, the aggregate unpaid balance of outstanding Swingline Loans, the aggregate unpaid balance of any Unreimbursed L/C Draws and the aggregate Stated Amount of the Letters of Credit issued by the L/C Issuer under this Section 2.17 exceed, at any one time, the aggregate Long-Term Revolving Credit Commitments or the Borrowing Base, whichever is less.
(i) The Borrower shall pay (A) to the L/C Issuer for its own account a fronting fee equal to 1/8 of 1% per annum (the "L/C FRONTING FEEFronting Fee") on the aggregate daily (computed at the opening of business and on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed) Stated Amount of the outstanding Letters of Credit for the period in question, and (B) to the Agent for the ratable account of the Lenders a fee (the "LETTER OF CREDIT FEELetter of Credit Fee") equal to the Applicable Letter of Credit Fee per annum, as determined below, on the aggregate daily (computed at the opening of business and on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed) Stated Amount of the outstanding Letters of Credit for the period in question. The Letter of Credit Fee and the L/C Fronting Fee shall be payable (A) quarterly in arrears on the last Business Day of each Fiscal Quarter occurring during the term of this Agreement, (B) on the Long-Term Expiration Date or (C) upon acceleration of the Notes. Any issuance of an amendment to extend the stated expiration date of a Letter of Credit or an amendment to increase the Stated Amount of a Letter of Credit shall be treated as an issuance of a new Letter of Credit for purposes of calculation of the Letter of Credit Fee and the L/C Fronting Fee due and payable hereunder. After the occurrence of an Event of Default and during the continuation thereof, the rate at which the Letter of Credit Fee is calculated shall be increased by two hundred (200) basis points (2%) above the pre-default rate.
(ii) The Borrower shall also pay to the L/C Issuer for the L/C Issuer's own account the L/C Issuer's customary documentation fees payable with respect to the Letters of Credit as the L/C Issuer may generally charge from time to time. Without limitation, the foregoing shall include all charges and expenses paid or incurred by the L/C Issuer in connection with any Letter of Credit, including without limitation: (A) correspondents' charges, if any, (B) any and all reasonable out-of-pocket expenses and charges of the L/C Issuer in connection with the performance, administration, interpretation, collection and enforcement of this Agreement and any Letter of Credit, including all reasonable legal fees and expenses, and (C) any and all applicable reserve or similar requirements and any and all premiums, assessments, or levies imposed upon the L/C Issuer by any Official Body.
(iii) If by reason of (A) any change in any Law or any change in the interpretation or application by any judicial or regulatory authority of any Law or (ii) compliance by the L/C Issuer with any direction, request or requirement (whether or not having the force of law) of any Official Body:
(A) the L/C issuer shall be subject to any tax, levy, charge or withholding of any nature or to any variation thereof or to any penalty with respect to the maintenance or fulfillment of its obligations under this Section 2.17, whether directly or by such being imposed on or suffered by the L/C Issuer;
(B) any reserve, deposit or similar requirement is or shall be applicable, imposed or modified in respect of the Letters of Credit; or
(C) there shall be imposed on the L/C Issuer any other condition regarding this Section 2.17 or the Letters of Credit;; and if the result of any of the foregoing is to directly or indirectly increase the cost to the L/C Issuer of issuing or maintaining any Letter of Credit, or to reduce the amount receivable in respect thereof by, the L/C Issuer, then and in any such case the L/C Issuer may, at any time after the additional cost is incurred or the amount receivable is reduced, notify the Borrower and the Agent, and the Borrower shall pay on demand such amounts as the L/C Issuer may specify to be necessary to compensate the L/C Issuer for such additional cost or reduced receipt, together with interest on such amount from the date of the notice of such event which results in such increased cost or reduction in amount receivable until payment in full thereof at a rate equal at all times to the Base Rate. The determination by the L/C Issuer of any amount due pursuant to this Subsection 2.17(b)(ii) as set forth in a certificate setting forth the calculation thereof, shall, in the absence of manifest error, be final and conclusive and binding on all of the parties hereto.
Appears in 1 contract
Samples: Revolving Credit and Letter of Credit Issuance Agreement (Rti International Metals Inc)
Letter of Credit Subfacility. (a) At the request of the Borrower, the L/C Issuer will issue for the account of the BorrowerBorrower and its Subsidiaries, on the terms and conditions hereinafter set forth (including without limitation Article V hereof), one or more Letters of CreditCredit in Dollars or Optional Currency; provided, however, no -------- ------- Letter of Credit shall have an expiry date later than the earlier of twenty-four twelve (2412) months from the date of issuance or fifteen (15) days prior to the Long-Term Expiration Date; and provided, further, however, that in no event shall (i) the Dollar -------- ------- ------- Equivalent of the Stated Amount of the Letters of Credit issued pursuant to this Section 2.17 2.18 exceed, at any one time, $25,000,00010,000,000 minus the unpaid balance of ----- any unreimbursed L/C Draws, or (ii) the Dollar Equivalent sum of aggregate outstanding principal balance of the Long-Term Revolving Credit Loans, the aggregate unpaid balance of outstanding Swingline Loans, the aggregate unpaid balance of any Unreimbursed L/C Draws and the aggregate Stated Amount of the Letters of Credit issued by the L/C Issuer under this Section 2.17 2.18 exceed, at any one time, the aggregate Long-Term Revolving Credit Commitments or the Borrowing Base, whichever is lessCommitments.
(i) The Borrower shall pay (A) to the L/C Issuer for its own account a fronting fee in Dollars equal to 1/8 of 1% per annum (the "L/C FRONTING FEEFronting Fee") on the aggregate daily (computed at the opening of business and on the basis of a year of 365 or 366 days, as the case may be, 360 days and actual days elapsed) Stated Amount of the outstanding Standby Letters of Credit for the period in question, and (B) to the Agent for the ratable account of the Lenders a fee (the "LETTER OF CREDIT FEEStandby Letter of Credit Fee") equal to the Applicable Standby Letter of Credit Fee per annum, as determined below, on the aggregate daily (computed at the opening of business and on the basis of a year of 365 or 366 days, as the case may be, 360 days and actual days elapsed) Stated Amount of the outstanding Letters of Credit for the period in question, and (C) to the Agent for the ratable account of the Lenders a fee (the "Commercial Letter of Credit Fee") equal to the then current standard fee charged by the L/C Issuer for the issuance of Commercial Letters of Credit (the Standby Letter of Credit Fee and the Commercial Letter of Credit Fee shall be collectively referred to as the "Letter of Credit Fee"). The Letter of Credit Fee and the L/C Fronting Fee shall be payable (A) quarterly in arrears on the last Business Day of each Fiscal Quarter occurring during the term of this Agreement, (B) on the Long-Term Expiration Date or (C) upon acceleration of the Notes. Any issuance of an amendment to extend the stated expiration date of a Letter of Credit or an amendment to increase the Stated Amount of a Letter of Credit shall be treated as an issuance of a new Letter of Credit for purposes of calculation of the Letter of Credit Fee and the L/C Fronting Fee due and payable hereunder. After the occurrence of an Event of Default and during the continuation thereof, the rate at which the Letter of Credit Fee is calculated shall be increased by two hundred (200) basis points (2%) above the pre-default rate.
(ii) The Borrower shall also pay to the L/C Issuer for the L/C Issuer's own account the L/C Issuer's customary documentation fees payable with respect to the Letters of Credit as the L/C Issuer may generally charge from time to time. Without limitation, the foregoing shall include all charges and expenses paid or incurred by the L/C Issuer in connection with any Letter of Credit, including without limitation: (A) correspondents' charges, if any, (B) any and all reasonable out-of-pocket expenses and charges of the L/C Issuer in connection with the performance, administration, interpretation, collection and enforcement of this Agreement and any Letter of Credit, including all reasonable legal fees and expenses, and (C) any and all applicable reserve or similar requirements and any and all premiums, assessments, or levies imposed upon the L/C Issuer by any Official Body.
(iii) If by reason of (A) any change in any Law or any change in the interpretation or application by any judicial or regulatory authority of any Law which occurs after the date hereof or (iiB) compliance by the L/C Issuer with any direction, request or requirement which occurs after the date hereof (whether or not having the force of law) of any Official Body:
(A1) the L/C issuer shall be subject to any tax, levy, charge or withholding of any nature or to any variation thereof or to any penalty with respect to the maintenance or fulfillment of its obligations under this Section 2.172.18, whether directly or by such being imposed on or suffered by the L/C Issuer;
(B2) any reserve, deposit or similar requirement is or shall be applicable, imposed or modified in respect of the Letters of Credit; or
(C3) there shall be imposed on the L/C Issuer any other condition regarding this Section 2.17 2.18 or the Letters of Credit;
Appears in 1 contract
Samples: Credit Agreement (Mastech Corp)
Letter of Credit Subfacility. (a) At Subject to the terms and conditions and relying upon the representations and warranties herein set forth, at the request of one or more of the Borrower, the L/C Issuer will issue Borrowers and for the account of the BorrowerBorrowers, an Issuing Bank will issue on the terms and conditions hereinafter set forth (including without limitation Article V hereofnotifying the Agent of the proposed issuance thereof), one or more standby letters of credit in a form and containing such terms and conditions and for such purposes as are consistent with this Agreement and approved by the Agent (all such letters of credit issued hereunder being collectively referred to as "Letters of Credit"); provided, however, no that each Letter of Credit hereafter issued shall have an expiry date later than the earlier a maximum maturity of twenty-four twelve (2412) months from the date of issuance or fifteen (15) days and shall in no event expire later than one Business Day prior to the Long-Term Expiration Termination Date; and provided, provided further, however, that in no event shall (i) the Stated Amount aggregate undrawn face amount of the Letters of Credit issued pursuant to this Section 2.17 2.4 exceed, at any one time, $25,000,000, 2,000,000; or (ii) the sum of (x) the outstanding aggregate outstanding principal balance amount of the Long-Term all Revolving Credit Loans, Loans made by all Banks plus (y) the aggregate unpaid balance of outstanding Swingline Loans, the aggregate unpaid balance of any Unreimbursed L/C Draws and the aggregate Stated Amount undrawn face amount of the Letters of Credit issued by the L/C Issuer under this Section 2.17 2.4 exceed, at any one time, the aggregate Long-Term Revolving Credit Commitments or Commitment. Each Issuing Bank shall advise the Borrowing Base, whichever is lessAgent of the terms of a Letter of Credit on the date of issuance thereof and shall promptly after issuing a Letter of Credit furnish copies thereof to the Agent for distribution to the Banks.
(ib) The Borrower Borrowers shall pay (A) to the L/C Issuer for its own account a fronting fee equal to 1/8 of 1% per annum (the "L/C FRONTING FEE") on the aggregate daily (computed at the opening of business and on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed) Stated Amount of the outstanding Letters of Credit for the period in question, and (B) to the Agent for the ratable account of the Lenders Banks a fee (the "LETTER OF CREDIT FEE") equal to the Applicable Letter of Credit Fee Fee") for all Letters of Credit equal to one percent (1.0%) per annumannum of the face amount of each Letter of Credit and shall be payable quarterly in arrears on each December 31, as determined belowMarch 31, June 30 and September 30 following issuance of each Letter of Credit and on the aggregate daily (expiration date for each Letter of Credit. All Letter of Credit Fees shall be computed at the opening of business and on the basis of the actual number of days elapsed over a year of 365 or 366 360 days, as the case may be, and actual days elapsed) Stated Amount of the outstanding Letters of Credit for the period in question. The Letter of Credit Fee and the L/C Fronting Fee shall be payable (A) quarterly in arrears on the last Business Day of each Fiscal Quarter occurring during the term of this Agreement, (B) on the Long-Term Expiration Date or (C) upon acceleration of the Notes. Any issuance of an amendment to extend the stated expiration date of a Letter of Credit or an amendment to increase the Stated Amount of a Letter of Credit shall be treated as an issuance of a new Letter of Credit for purposes of calculation of the Letter of Credit Fee and the L/C Fronting Fee due and payable hereunder. After the occurrence of an Event of Default and during the continuation thereof, the rate at which the Letter of Credit Fee is calculated shall be increased by two hundred (200) basis points (2%) above the pre-default rate.
(ii) The Borrower Borrowers shall also pay to the L/C Issuer for the L/C Issuereach Issuing Bank such Issuing Bank's own account the L/C Issuer's then in effect customary documentation fees fee payable with respect to the Letters each Letter of Credit issued or renewed by it after the Closing Date as the L/C Issuer such Issuing Bank may generally charge from time to time. Without limitation.
(c) Notwithstanding any other provisions of this Agreement, unless other acceptable arrangements for the foregoing shall include all charges and expenses paid or incurred immediate reimbursement by the L/C Issuer Borrowers of amounts required to be advanced by an Issuing Bank pursuant to a Letter of Credit have been made by the Borrowers and such Issuing Bank and such reimbursement is made by the Borrowers, any and all amounts which an Issuing Bank is required to advance pursuant to a Letter of Credit shall become, at the time the amounts are advanced, Loans from the Banks made as a Base Rate Borrowing. The Agent will notify the Banks of the amount required to be advanced pursuant to the Letters of Credit. Before 10:00 A.M. (Pittsburgh time) on the date of any advance the Agent is required to make pursuant to the Letters of Credit, each Bank shall make available to the Agent such Bank's Commitment Percentage with respect to Revolving Credit Loans of such advance in immediately available funds.
(d) The Borrowers agree to be bound by the terms of each Issuing Bank's application and/or agreement for a Letter of Credit, any other agreement entered into by such Issuing Bank in connection with such Letter of Credit, and such Issuing Bank's written regulations and customary practices relating to Letters of Credit, although such interpretation may be different from the Borrowers' own. If in connection with any Letter of CreditCredit any collateral for the reimbursement obligations in respect of such Letter of Credit is provided to an Issuing Bank, including without limitation: such Issuing Bank shall, to the extent reimbursement of amounts advanced by such Issuing Bank pursuant to such Letter of Credit is made pursuant to subsection 2.4(c) from the proceeds of Loans, hold such collateral and exercise any rights in respect thereof for the pro-rata benefit of the Banks.
(Ae) correspondents' charges, if any, (B) The Borrowers hereby indemnify and hold harmless each Issuing Bank from and against any and all reasonable out-of-pocket claims, damages, losses, liabilities, costs or expenses and charges whatsoever which such Issuing Bank may incur or which may be claimed against such Issuing Bank by any person or entity whatsoever by reason of the L/C Issuer or in connection with the performanceexecution and delivery or transfer of, administrationor payment or failure to pay under, interpretation, collection and enforcement of this Agreement and any Letter of Credit; provided the Borrowers shall not be required to indemnify such Issuing Bank for any claims, including all reasonable legal fees and expensesdamages, and losses, liabilities, costs or expenses to the extent, but only to the extent, caused by (Ci) any and all applicable reserve the willful misconduct or similar requirements and any and all premiums, assessments, or levies imposed upon the L/C Issuer by any Official Body.
(iii) If by reason negligence of (A) any change in any Law or any change in the interpretation or application by any judicial or regulatory authority of any Law such Issuing Bank or (ii) compliance such Issuing Bank's willful failure to pay under any Letter of Credit after presentation to it by the L/C Issuer beneficiary of a sight draft and certificate strictly complying with any direction, request or requirement (whether or not having the force terms and conditions of law) such Letter of any Official Body:Credit.
(Af) As between the L/C issuer shall be subject to any taxBorrowers and an Issuing Bank, levy, charge the Borrowers assume all risks of the acts or withholding omissions of any nature or to any variation thereof or to any penalty the beneficiary of a Letter of Credit with respect to the maintenance or fulfillment use of such Letter of Credit. Neither an Issuing Bank nor any of its obligations officers or directors shall be liable or responsible for: (i) the use which may be made of any Letter of Credit or for any acts or omissions of the beneficiary in connection therewith; (ii) the validity or genuineness of documents, or of any endorsement thereon, even if such documents should in fact prove to be in any or all respects invalid, fraudulent or forged; or (iii) any other circumstances whatsoever in making or failing to make payment under this Section 2.17a Letter of Credit; except only that the Borrowers shall have a claim against an Issuing Bank, whether directly or by and such being imposed on or Issuing Bank shall be liable to the Borrowers, to the extent, but only to the extent, of any direct, as opposed to consequential, damages suffered by the L/C Issuer;Borrowers which the Borrowers prove were caused by (y) such Issuing Bank's willful misconduct or gross negligence or (z) such Issuing Bank's willful failure to pay under a Letter of Credit after the presentation to it by the beneficiary of a draft and certificate strictly complying with the terms and conditions of such Letter of Credit. In furtherance and not in limitation of the foregoing, an Issuing Bank may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary; provided that if an Issuing Bank shall receive written notification from both the applicable beneficiary and the Borrowers that documents conforming to the terms of a Letter of Credit to be presented to such Issuing Bank are not to be honored, such Issuing Bank agrees that it will not honor such documents.
(Bg) Upon the occurrence and during the continuance of an Event of Default, and in connection with any reserve, deposit or similar requirement is or shall be applicable, imposed or modified in respect termination of the loans or commitments contemplated in this Agreement while any Letter of Credit remains outstanding, the Borrowers will cause cash to be deposited and maintained in an account with the Agent, as cash collateral, in an amount equal to one hundred and five percent (105%) of the outstanding Letters of Credit; or
, and the Borrowers hereby irrevocably authorize the Agent, in its discretion, on the Borrowers' behalf and in the Borrowers' name, to open such an account and to make and maintain deposits therein, or in an account opened by the Borrowers, in the amounts required to be made by the Borrowers, out of the proceeds of accounts receivable or other collateral or out of any other funds of the Borrowers coming into the Agent's possession at any time. The Agent will invest such cash collateral (Cless applicable reserves) there in such short-term money-market items as to which the Agent and the Borrowers mutually agree and the net return on such investments shall be imposed on credited to such account and constitute additional cash collateral. The Borrowers may not withdraw amounts credited to any such account except upon payment and performance in full of all obligations owed by the L/C Issuer Borrowers to any other condition regarding this Section 2.17 of the Banks, expiration or the surrender of all Letters of Credit;Credit and termination of this Agreement.
Appears in 1 contract
Letter of Credit Subfacility. (a) At the request of the Borrower, the L/C Issuer will issue for the account of the Borrower, on the terms and conditions hereinafter set forth (including without 35 42 limitation Article V hereof), one or more Letters of Credit; provided, however, no Letter of Credit shall have an expiry date later than the earlier of twenty-four (24) months from the date of issuance or fifteen (15) days prior to the Long-Term Expiration Date; and provided, further, however, that in no event shall (i) the Stated Amount of the Letters of Credit issued pursuant to this Section 2.17 exceed, at any one time, $25,000,000, or (ii) the sum of aggregate outstanding principal balance of the Long-Term Revolving Credit Loans, the aggregate unpaid balance of outstanding Swingline Loans, the aggregate unpaid balance of any Unreimbursed L/C Draws and the aggregate Stated Amount of the Letters of Credit issued by the L/C Issuer under this Section 2.17 exceed, at any one time, the aggregate Long-Term Revolving Credit Commitments or the Borrowing Base, whichever is less.
(i) The Borrower shall pay (A) to the L/C Issuer for its own account a fronting fee equal to 1/8 of 1% per annum (the "L/C FRONTING FEE") on the aggregate daily (computed at the opening of business and on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed) Stated Amount of the outstanding Letters of Credit for the period in question, and (B) to the Agent for the ratable account of the Lenders a fee (the "LETTER OF CREDIT FEE") equal to the Applicable Letter of Credit Fee per annum, as determined below, on the aggregate daily (computed at the opening of business and on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed) Stated Amount of the outstanding Letters of Credit for the period in question. The Letter of Credit Fee and the L/C Fronting Fee shall be payable (A) quarterly in arrears on the last Business Day of each Fiscal Quarter occurring during the term of this Agreement, (B) on the Long-Term Expiration Date or (C) upon acceleration of the Notes. Any issuance of an amendment to extend the stated expiration date of a Letter of Credit or an amendment to increase the Stated Amount of a Letter of Credit shall be treated as an issuance of a new Letter of Credit for purposes of calculation of the Letter of Credit Fee and the L/C Fronting Fee due and payable hereunder. After the occurrence of an Event of Default and during the continuation thereof, the rate at which the Letter of Credit Fee is calculated shall be increased by two hundred (200) basis points (2%) above the pre-default rate.
(ii) The Borrower shall also pay to the L/C Issuer for the L/C Issuer's own account the L/C Issuer's customary documentation fees payable with respect to the Letters of Credit as the L/C Issuer may generally charge from time to time. Without limitation, the foregoing shall include all charges and expenses paid or incurred by the L/C Issuer in connection with any Letter of Credit, including without limitation: (A) correspondents' charges, if any, (B) any and all reasonable out-of-pocket expenses and charges of the L/C Issuer in connection with the performance, administration, interpretation, collection and enforcement of this Agreement and any Letter of Credit, including all reasonable legal fees and expenses, and (C) any and all applicable reserve or similar requirements and any and all premiums, assessments, or levies imposed upon the L/C Issuer by any Official Body.
(iii) If by reason of (A) any change in any Law or any change in the interpretation or application by any judicial or regulatory authority of any Law or (ii) compliance by the L/C Issuer with any direction, request or requirement (whether or not having the force of law) of any Official Body:
(A) the L/C issuer shall be subject to any tax, levy, charge or withholding of any nature or to any variation thereof or to any penalty with respect to the maintenance or fulfillment of its obligations under this Section 2.17, whether directly or by such being imposed on or suffered by the L/C Issuer;
(B) any reserve, deposit or similar requirement is or shall be applicable, imposed or modified in respect of the Letters of Credit; or
(C) there shall be imposed on the L/C Issuer any other condition regarding this Section 2.17 or the Letters of Credit;; and if the result of any of the foregoing is to directly or indirectly increase the cost to the L/C Issuer of issuing or maintaining any Letter of Credit, or to reduce the amount receivable in respect thereof by, the L/C Issuer, then and in any such case the L/C Issuer may, at any time after the additional cost is incurred or the amount receivable is reduced, notify the Borrower and the Agent, and the Borrower shall pay on demand such amounts as the L/C Issuer may specify to be necessary to compensate the L/C Issuer for such additional cost or reduced receipt, together with interest on such amount from the date of the notice of such event which results in such increased cost or reduction in amount receivable until payment in full thereof at a rate equal at all times to the Base Rate. The determination by the L/C Issuer of any amount due pursuant to this Subsection 2.17(b)(ii) as set forth in a certificate setting forth the calculation thereof, shall, in the absence of manifest error, be final and conclusive and binding on all of the parties hereto.
Appears in 1 contract
Samples: Revolving Credit and Letter of Credit Issuance Agreement (Rti International Metals Inc)
Letter of Credit Subfacility. (a) At the request of the Borrower, the L/C Issuer will issue for the account of the Borrower, on the terms and conditions hereinafter set forth (including without limitation Article V hereof), one or more Letters of Credit; provided, however, no Letter of Credit shall have an expiry date later than the earlier of twenty-four one (241) months year from the date of issuance or fifteen (15) days prior to the Long-Term Expiration Date; and provided, further, however, that in no event shall (i) the Stated Amount of the Letters of Credit issued pursuant to this Section 2.17 exceed, at any one time, $25,000,00015,000,000, or (ii) the sum of aggregate outstanding principal balance of the Long-Term Revolving Credit Loans, the aggregate unpaid balance of outstanding Swingline Loans, the aggregate unpaid balance of any Unreimbursed L/C Draws and the aggregate Stated Amount of the Letters of Credit issued by the L/C Issuer under this Section 2.17 exceed, at any one time, the aggregate Long-Term Revolving Credit Commitments or Commitments. Each Letter of Credit issued hereunder shall be issued only to support performance obligations, bonding requirements and self- insurance obligations of the Borrowing BaseBorrower arising in the ordinary course of its business and other purposes approved by the Agent, whichever is lessthe Required Lenders and L/C Issuer.
(ib) The Borrower shall pay (Ai) to the L/C Issuer for its own account a fronting fee equal to 1/8 of 1% per annum (the "L/C FRONTING FEEFronting Fee") on the aggregate daily (computed at the opening of business and on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed) Stated Amount of the outstanding Letters of Credit for the period in question, and (Bii) to the Agent for the ratable account of the Lenders a fee (the "LETTER OF CREDIT FEELetter of Credit Fee") equal to the Applicable Letter of Credit Fee per annum, as determined below, on the aggregate daily (computed at the opening of business and on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed) Stated Amount of the outstanding Letters of Credit for the period in question. The Letter of Credit Fee and the L/C Fronting Fee shall be payable (Ai) quarterly in arrears on the last Business Day of each Fiscal Quarter occurring during the term of this AgreementAgreement thereafter, (Bii) on the Long-Term Expiration Date or (Ciii) upon acceleration of the Notes. Any issuance of an amendment to extend the stated expiration date of a Letter of Credit or an amendment to increase the Stated Amount of a Letter of Credit shall be treated as an issuance of a new Letter of Credit for purposes of calculation of the Letter of Credit Fee and the L/C Fronting Fee due and payable hereunder. The Borrower shall also pay to the L/C Issuer the L/C Issuer's customary documentation fees payable with respect to the Letters of Credit as the L/C Issuer may generally charge from time to time. After the occurrence of an Event of Default (which continues after the expiration of any cure period applicable thereto) and during the continuation thereof, the rate at which the Letter of Credit Fee is calculated shall be increased by two hundred (200) basis points (2%) above the pre-default rate; the increase to be payable monthly during the continuation of the Event of Default. For purposes of this Agreement, the term "Applicable Letter of Credit Fee" shall ------------------------------- mean the rate per annum set forth in the chart below which corresponds to the range of ratios in which the Borrower's Consolidated Total Indebtedness to EBITDA Ratio as at the end of the preceding fiscal quarter falls: ------------------------------------------------------------------------------------ Consolidated Total Indebtedness to EBITDA Ratio Applicable Letter of Credit Fee ------------------------------------------------------------------------------------ Less than or equal to 1.5 to 1.0 1/2% ------------------------------------------------------------------------------------ Greater than 1.5 to 1.0 but less than or equal to 2.0 to 1.0 5/8% ------------------------------------------------------------------------------------ Greater than 2.0 to 1.0 but less than or equal to 2.5 to 1.0 3/4% ------------------------------------------------------------------------------------ Greater than 2.5 to 1.0 7/8% ----------------------------------------------------------------------------------- All adjustments shall be determined as of the date the Borrower's quarterly financial statements and Compliance Certificate are required to be delivered pursuant to items (i) and (iii) of Section 6.02. The foregoing notwithstanding, the Applicable Letter of Credit Fee from the Closing Date to and including the October 1997 Delivery Date shall be 5/8%.
(iic) The Borrower Immediately upon the issuance of each Letter of Credit and each increase or decrease in the Stated Amount thereof, each Lender hereby agrees to irrevocably purchase and shall also pay be deemed to have irrevocably purchased from the L/C Issuer an undivided, full risk, non-recourse participation in such Letter of Credit and drawings thereunder in an amount equal to such Lender's Ratable Share of the maximum amount which is or at any time may become available to be drawn thereunder. In the event that the L/C Issuer is required for any reason to refund or repay to the Borrower, any guarantor or any other Person all or any portion of any amount remitted to the L/C Issuer for pursuant to this Agreement, the Lenders shall promptly remit to the L/C Issuer's own account the L/C Issuer's customary documentation fees payable with respect to the Letters of Credit as the L/C Issuer may generally charge from time to time. Without limitation, the foregoing shall include all charges and expenses paid or incurred by the L/C Issuer in connection with any Letter of Creditupon three (3) Business Days' demand therefor, including without limitation: (A) correspondents' charges, if any, (B) any and all reasonable out-of-pocket expenses and charges their respective Ratable Share of the L/C Issuer in connection with amount which is so refunded or repaid.
(d) In the performance, administration, interpretation, collection and enforcement of this Agreement and event any Letter of Credit, including all reasonable legal fees and expenses, and (C) any and all applicable reserve or similar requirements and any and all premiums, assessments, or levies restrictions are imposed upon the L/C Issuer or any of the Lenders by any Official Body.
(iii) If by reason of (A) any change in any Law or any change in the interpretation or application by any judicial or regulatory authority of any Law or (ii) compliance by Official Body having jurisdiction over the banking activities of the L/C Issuer with or any direction, request or requirement (whether or not having the force of law) of any Official Body:
(A) Lender which would prevent the L/C issuer shall be subject to Issuer from issuing the Letters of Credit or amending the Letters of Credit or would prevent any tax, levy, charge or withholding of any nature or to any variation thereof or to any penalty with respect to the maintenance or fulfillment of Lender from honoring its obligations under this Section 2.17, whether directly or by such being imposed on or suffered by the L/C Issuer;
(B) any reserve, deposit or similar requirement is or shall be applicable, imposed or modified in respect commitment of the Letters of Credit; or
(C) there shall be imposed on the L/C Issuer any other condition regarding this Section 2.17 or to issue the Letters of Credit;Credit or enter into any amendment with respect thereto shall be immediately suspended. If any Lender believes any such restriction would prevent such Lender from honoring its obligations under this Section 2.17, it shall promptly notify the Agent. The Agent shall promptly notify the Borrower, the L/C Issuer and the other Lenders of the existence and nature of (i) any restriction which would cause the suspension of the commitment of the L/C Issuer to issue the Letters of Credit or to enter into amendments with respect thereto and (ii) any restriction which would prevent any Lender from honoring its obligations under this Section 2.
Appears in 1 contract
Samples: Revolving Credit and Letter of Credit Issuance Agreement (Carbide Graphite Group Inc /De/)
Letter of Credit Subfacility. (a) At the request of the Borrower, the L/C Issuer will issue for the account of the Borrower, on the terms and conditions hereinafter set forth (including without limitation Article V hereof), one or more Letters of Credit; provided, however, no Letter of Credit shall have an expiry date later than the earlier of twenty-four twelve (2412) months from the date of issuance or fifteen (15) days prior to the Long-Term Expiration Date; and provided, further, however, that in no event shall (i) the Stated Amount of the Letters of Credit issued pursuant to this Section 2.17 exceed, at any one time, $25,000,00030,000,000, or (ii) the sum of aggregate outstanding principal balance of the Long-Term Revolving Credit Loans, the aggregate unpaid balance of outstanding Swingline Loans, the aggregate unpaid balance of any Unreimbursed L/C Draws and the aggregate Stated Amount of the Letters of Credit issued by the L/C Issuer under this Section 2.17 exceed, at any one time, the aggregate Long-Term Revolving Credit Commitments or the Borrowing Base, whichever is lessCommitments.
(i) The Borrower shall pay (A) to the L/C Issuer for its own account a fronting fee equal to 1/8 of 1% per annum (the "L/C FRONTING FEE") on the aggregate daily (computed at the opening of business and on the basis of a year of 365 or 366 days, as the case may be, 360 days and actual days elapsed) Stated Amount of the outstanding Letters of Credit for the period in question, and (B) to the Agent for the ratable account of the Lenders a fee (the "LETTER OF CREDIT FEE") equal to the Applicable Letter of Credit Fee per annum, as determined below, on the aggregate daily (computed at the opening of business and on the basis of a year of 365 or 366 days, as the case may be, 360 days and actual days elapsed) Stated Amount of the outstanding Letters of Credit for the period in question. The Letter of Credit Fee and the L/C Fronting Fee shall be payable (A) quarterly in arrears on the last Business Day of each Fiscal Quarter occurring during the term of this Agreement, (B) on the Long-Term Expiration Date or (C) upon acceleration of the Notes. Any issuance of an amendment to extend the stated expiration date of a Letter of Credit or an amendment to increase the Stated Amount of a Letter of Credit shall be treated as an issuance of a new Letter of Credit for purposes of calculation of the Letter of Credit Fee and the L/C Fronting Fee due and payable hereunder. After the occurrence of an Event of Default and during the continuation thereof, the rate at which the Letter of Credit Fee is calculated shall be increased by two hundred (200) basis points (2%) above the pre-default rate.
(ii) The Borrower shall also pay to the L/C Issuer for the L/C Issuer's own account the L/C Issuer's customary documentation fees payable with respect to the Letters of Credit as the L/C Issuer may generally charge from time to time. Without limitation, the foregoing shall include all charges and expenses paid or incurred by the L/C Issuer in connection with any Letter of Credit, including without limitation: (A) correspondents' charges, if any, (B) any and all reasonable out-of-pocket expenses and charges of the L/C Issuer in connection with the performance, administration, interpretation, collection and enforcement of this Agreement and any Letter of Credit, including all reasonable legal fees and expenses, and (C) any and all applicable reserve or similar requirements and any and all premiums, assessments, or levies imposed upon the L/C Issuer by any Official Body.
(iii) If by reason of (A) any change in any Law or any change in the interpretation or application by any judicial or regulatory authority of any Law or (ii) compliance by the L/C Issuer with any direction, request or requirement (whether or not having the force of law) of any Official Body:
(A) the L/C issuer shall be subject to any tax, levy, charge or withholding of any nature or to any variation thereof or to any penalty with respect to the maintenance or fulfillment of its obligations under this Section 2.17, whether directly or by such being imposed on or suffered by the L/C Issuer;
(B) any reserve, deposit or similar requirement is or shall be applicable, imposed or modified in respect of the Letters of Credit; or
(C) there shall be imposed on the L/C Issuer any other condition regarding this Section 2.17 or the Letters of Credit;; and if the result of any of the foregoing is to directly or indirectly increase the cost to the L/C Issuer of issuing or maintaining any Letter of Credit, or to reduce the amount receivable in respect thereof by, the L/C Issuer, then and in any such case the L/C Issuer may, at any time after the additional cost is incurred or the amount receivable is reduced, notify the Borrower and the Agent, and the Borrower shall pay on demand such amounts as the L/C Issuer may specify to be necessary to compensate the L/C Issuer for such additional cost or reduced receipt, together with interest on such amount from the date of the notice of such event which results in such increased cost or reduction in amount receivable until payment in full thereof at a rate equal at all times to the Base Rate. The determination by the L/C Issuer of any amount due pursuant to this Subsection 2.17(b)(ii) as set forth in a certificate setting forth the calculation thereof, shall, in the absence of manifest error, be final and conclusive and binding on all of the parties hereto.
Appears in 1 contract
Samples: Revolving Credit and Letter of Credit Issuance Agreement (Pitt Des Moines Inc)
