Optional Credit Facility Clause Samples

Optional Credit Facility. (1) Not more than 45 days and not less than 30 days prior to March 7, 2006, the Borrower shall notify the Lender if the Borrower believes that it requires increased funding (the “Increased Funding”) in order to enable the Borrower to finance its planned operating expenses and capital expenditures in the normal course of its business. At least 15 days prior to March 7, 2006, the Lender shall notify the Borrower that either: (a) it has arranged for the Increased Funding with a third party who is in the business of lending money in the ordinary course, and on commercial terms acceptable to the Lender and the Borrower; (b) the Lender will make available the Increased Funding (the “Optional Credit Facility”); or (c) it has not or will not do either of the foregoing. For the purposes of this Section 2.07(1)(a), commercial terms shall mean terms of commercial financing between an arm’s length borrower and lender and shall include: (d) any interest rate so long as the Lender agrees to pay to the Borrower the positive difference between the rate for any such financing and 7% to and including the earlier of the Maturity Date and the termination of any such financing; (e) arrangement, prepayment and termination fees of any reasonable amount so long as the Lender agrees to pay to the Borrower 50% of such fees; and (f) no security in favour of the provider of such financing. (2) The maximum principal amount of the Optional Credit Facility shall be the difference between U.S. $100 million and the greater of the actual amount of the further financing, if any, described in Section 3.02(1) and U.S. $20 million; provided that if on March 6, 2006 the Borrower shall hold unrestricted cash and cash equivalents (each as determined in accordance with generally accepted accounting principles in Canada) greater then U.S. $20 million than the maximum principal amount as so determined shall be reduced by the difference between the amount so available and U.S. $20 million. The Borrower shall provide the Lender with such information as the Lender requires to verify the unrestricted cash and cash equivalent held by the Borrower. (3) If the Lender provides the notice described in Section 2.07(1)(c) or fails to notify the Borrower pursuant to Section 2.07(1), then the Borrower shall have the right to terminate the Combination Agreement. (4) If the Borrower does not accept third party financing which is upon commercial terms within the meeting of Section 2.07(1), then the Lender shall hav...