Standby Letters of Credit. The Administrative Agent, under the terms and subject to the conditions of this Agreement, on behalf of itself and each other Bank in the same proportions as each Bank's Revolving Loan Commitment bears to the Aggregate Revolving Loan Commitment, shall provide Standby Letters of Credit to the Borrowers, from time to time prior to the Revolving Loan Termination Date, as requested by the Borrowers, provided that (i) the aggregate amount of Standby Letters of Credit outstanding at any one time shall not exceed $3,000,000 or such lesser amount, if any, as will, when added to the amount of the Revolving Loans then outstanding, aggregate more than the Aggregate Revolving Loan Commitment (or such lesser amount as the Borrowers are entitled to borrow hereunder at such time by reason of the limitation of the Borrowing Base or otherwise); (ii) no Standby Letter of Credit shall be for a term longer than one year; and (iii) no Standby Letters of Credit shall be required to be issued when any Event of Default or Potential Default exists. The Borrowers shall request a Standby Letter of Credit by delivering a completed letter of credit application to the Administrative Agent on such form as may be specified by the Administrative Agent not less than three Business Days prior to the date specified by the Borrowers as the date the Standby Letter of Credit is to be issued. The standard form of the Administrative Agent's letter of credit application as currently in effect shall be used. The Administrative Agent shall notify the Banks promptly after the issuance of any Standby Letter of Credit and will provide the Banks copies of the periodic Borrowing Base Certificates showing the current balance of outstanding Standby Letters of Credit, as delivered by the Borrowers to the Administrative Agent. Standby Letters of Credit fees will be equal to the Applicable Margin for LIBO Rate Loans on an annual basis, calculated on the basis of the days actually elapsed in a year of 360 days (paid to the Administrative Agent for distribution to the Banks) plus a Fronting Fee of 0.125% per year to be paid to the Fronting Bank for its own account. Such Fees will be calculated based on the aggregate stated amount for each Letter of Credit, and will be due quarterly in arrears, commencing on the last Business Day of the calendar quarter in which the Standby Letter of Credit is issued. If any obligation of the Borrowers to pay money in connection with any Standby Letter of Credit is not met when requested by the Administrative Agent as permitted by the applicable letter of credit application and the reimbursement agreement contained therein, the amount due shall be funded automatically by a Revolving Loan which Loan shall be made without regard to any minimum borrowing requirement, condition precedent herein, or Event of Default hereunder which would otherwise entitle any Bank or the Banks not to provide such Revolving Loan, and each Bank shall make its proportionate share of such Revolving Loan. Any obligation of the Borrowers to pay money in connection with any Standby Letter of Credit or the application therefor shall be deemed secured as if made as a Loan hereunder. In the event the Borrowers shall terminate the Aggregate Revolving Loan Commitment as provided in Section and shall pay the outstanding principal amount of the Revolving Loans in full and with interest or the Revolving Loan Termination Date shall occur at a time when one or more Standby Letters of Credit remain outstanding, then the Borrowers shall furnish to the Administrative Agent within two Business Days such amount of cash, to be held as cash collateral and invested in certificates of deposit of the Administrative Agent with interest payable to the Borrowers, as will pay the maximum amount which may be drawn by beneficiaries of Standby Letters of Credit outstanding at the date of such termination or the Revolving Loan Termination Date, as applicable.
Appears in 2 contracts
Samples: Credit Agreement (Willis Lease Finance Corp), Credit Agreement (Willis Lease Finance Corp)
Standby Letters of Credit. The Administrative AgentLender, under the terms and subject to the conditions in its discretion, may issue or process an application for a letter of this Agreement, credit or any other credit accommodation on behalf of itself the Borrower. The letters of credit issued hereunder may be used to secure obligations to the Borrower's insurers under the Borrower's worker's compensation program or any other lawful purpose. While there is no commitment to issue any letters of credit hereunder, the aggregate principal amount of letters of credit which may be issued by the Lender and each other Bank outstanding hereunder shall not exceed Three Million and 00/100 ($3,000,000) Dollars. If any letters of credit are issued, the following terms shall also apply:
(A) Any letters of credit issued by the Lender will be in the same proportions as each BankLender's Revolving Loan Commitment bears to customary form (individually a "Letter of Credit" and, collectively, the Aggregate Revolving Loan Commitment, shall provide Standby "Letters of Credit") for the account of the Borrower. Letters of Credit to the Borrowers, may be issued at any time and from time to time on or after the date hereof through the date which is sixty (60) days before the Maturity Date, provided that the existing letter of credit no. 516165 issued by New Jersey National Bank (predecessor to CoreStates, in turn, the predecessor to the Lender) on the account of Borrower an original face amount of $1,705,000 (with $1,000,000 currently available to be drawn) shall be deemed to be a Letter of Credit under this Loan Agreement. The aggregate amount outstanding at any time of all Letters of Credit shall not exceed $3,000,000. The term of any Letter of Credit shall not exceed one year, and each such Letter of Credit shall have an expiry which is not later than the Maturity Date; provided, however, that any outstanding Letter of Credit with provision for automatic renewal will continue to be renewed up to the Banking Day prior to the Revolving Maturity Date as set forth under the terms of such Letter of Credit and payment of fees, repayment terms and other provisions of such Letter of Credit will continue to be governed by this Section 2.12 except the last sentence of clause (G) below. No outstanding Letter of Credit, and no Letter of Credit issued hereunder, shall be automatically renewed for any period beyond five (5) years from the date of initial issuance.
(B) The Borrower shall notify the Lender at least ten (10) Banking Days in advance by written notice of its request that the Lender issue a Letter of Credit. Each such notice shall be irrevocable and confirmed immediately by delivery to the Lender of a Request for Letter of Credit in the Lender's customary form, but without any accompanying terms and conditions which are inconsistent with this Loan Termination Date, as requested Agreement or the other Loan Documents.
(C) Each request for a Letter of Credit shall constitute a representation and warranty by the BorrowersBorrower that, provided that except as contemplated by the Loan Documents: (i) the aggregate amount of Standby Letters of Credit outstanding at any one time shall not exceed $3,000,000 or such lesser amount, if any, representations and warranties set forth in Section V hereof remain accurate as will, when added to the amount of the Revolving Loans then outstandingdate of such request, aggregate more than the Aggregate Revolving Loan Commitment (or such lesser amount as the Borrowers are entitled to borrow hereunder at such time by reason of the limitation of the Borrowing Base or otherwise); and (ii) no Standby Default or Event of Default exists under this Loan Agreement or any other Loan Document.
(D) Each Letter of Credit outstanding shall reduce the amount available under the Lender's Commitment in an amount equal to such Letter of Credit, and for the purposes of Section 2.1 each such Letter of Credit shall be for deemed to be a term longer than one year; and use of the Lender's Commitment.
(iiiE) no Standby Letters Each payment by the Lender under a Letter of Credit shall be required to be issued when any Event of Default or Potential Default exists. The Borrowers shall request treated as a Standby loan (a "Letter of Credit by delivering a completed letter Loan") and shall be payable one (1) Banking Day after notice of credit application such payment is given to Borrower, or, if earlier, on the Administrative Agent on such form as may be specified by the Administrative Agent not less than three Business Days prior to the date specified by the Borrowers as the date the Standby Maturity Date. Each Letter of Credit is to be issued. The standard form of Loan outstanding shall reduce the Administrative Agentamount available under the Lender's letter of credit application Commitment as currently in effect shall be used. The Administrative Agent shall notify the Banks promptly after the issuance of any Standby under paragraph (D) above.
(F) Each Letter of Credit and will provide Loan shall bear interest on the Banks copies of outstanding principal amount thereof, for each day from the periodic Borrowing Base Certificates showing the current balance of outstanding Standby Letters of Credit, as delivered by the Borrowers to the Administrative Agent. Standby Letters date such Letter of Credit fees will be Loan is made until the date payment is made in full, at a rate per annum equal to the Applicable Margin for LIBO Prime Rate Loans on an annual basis, calculated on the basis of the days actually elapsed in a year of 360 days effect from time to time.
(paid G) The obligation to the Administrative Agent for distribution to the Banks) plus a Fronting Fee of 0.125% per year to be paid to the Fronting Bank for its own account. Such Fees will be calculated based on the aggregate stated amount for repay each Letter of CreditCredit Loan in full, together with accrued interest thereon in accordance with this Loan Agreement, shall be absolute, unconditional and irrevocable, under all circumstances whatsoever, and will be due quarterly in arrears, commencing on (without limiting the last Business Day generality of the calendar quarter foregoing) shall not be affected by:
(i) the use which may be made of the Letter of Credit Loan or any acts or omissions of the drawer in connection therewith;
(ii) the validity or genuineness of documents presented in connection with a drawing, or of any endorsement thereon, even if such documents should in fact prove to be in any or all respects invalid, fraudulent or forged, provided that such documents appear on their face to comply with the terms of the Letter of Credit;
(iii) any irregularity in the transaction with respect to which the Standby Letter of Credit is issued; or
(iv) the existence of any claim, set-off, defense or other right which the Borrower might have against the Lender, or any other Person, whether in connection with the Letter of Credit, the transaction contemplated by the Letter of Credit, or any unrelated transaction. If all conditions to borrowing Revolving Loans are satisfied, the Borrower shall have the right to repay any obligation Letter of Credit Loan with the proceeds of Revolving Loans made on or prior to the maturity of the Borrowers Letter of Credit Loan.
(H) The Borrower shall pay to the Lender a fee (the "Letter of Credit Fee") on the undrawn portion of all Letters of Credit at a rate per annum equal to one and one-quarter percent (1-1/4%) which shall be payable quarterly in advance on the first Banking Day of each January, April, July and October to occur after the date hereof. The foregoing shall modify the fees payable in connection with all outstanding Letters of Credit.
(I) The Borrower shall pay money to the Lender with respect to each Letter of Credit issued, the usual and customary administrative fees and other charges of the Lender in connection with any Standby Letter of Credit, including without limitation, all charges for the issuance of Letters of Credit, the negotiation of any draft paid pursuant to any Letter of Credit is not met when requested by the Administrative Agent as permitted by the applicable letter of credit application and the reimbursement agreement contained therein, the amount due shall be funded automatically by a Revolving Loan which Loan shall be made without regard to any minimum borrowing requirement, condition precedent herein, amendments or Event of Default hereunder which would otherwise entitle any Bank or the Banks not to provide such Revolving Loan, and each Bank shall make its proportionate share of such Revolving Loan. Any obligation of the Borrowers to pay money in connection with any Standby Letter of Credit or the application therefor shall be deemed secured as if made as a Loan hereunder. In the event the Borrowers shall terminate the Aggregate Revolving Loan Commitment as provided in Section and shall pay the outstanding principal amount of the Revolving Loans in full and with interest or the Revolving Loan Termination Date shall occur at a time when one or more Standby Letters of Credit remain outstanding, then the Borrowers shall furnish to the Administrative Agent within two Business Days such amount of cash, to be held as cash collateral and invested in certificates of deposit of the Administrative Agent with interest payable to the Borrowers, as will pay the maximum amount which may be drawn by beneficiaries of Standby Letters of Credit outstanding at the date of such termination or the Revolving Loan Termination Date, as applicablesupplements thereto.
Appears in 2 contracts
Samples: Loan Agreement (Village Super Market Inc), Note Purchase Agreement (Village Super Market Inc)
Standby Letters of Credit. The Administrative First Union, as Agent, under the terms and subject to the conditions of this Agreement, on behalf of itself and each other Bank in the same proportions as each Bank's Revolving Loan Commitment bears to the Aggregate Revolving Loan Commitment, shall provide Standby Letters of Credit to the BorrowersXxxxxx, from time to time prior to the Revolving Loan Revolver Termination Date, as requested by the BorrowersXxxxxx, provided that (iA) the aggregate amount of Standby Letters of Credit outstanding at any one time shall not exceed $3,000,000 2,000,000 or such lesser amount, if any, as will, when added to the amount of the Revolving Credit Loans then outstanding, aggregate more than the Aggregate Revolving Loan Commitment (or such lesser amount as the Borrowers are Xxxxxx is entitled to borrow hereunder at such time by reason of the limitation of the Borrowing Base or otherwise); , and (iiB) no Standby Letter of Credit shall be for a term longer than one year; and (iii) no Standby Letters of Credit shall be required to be issued when any Event of Default or Potential Default exists. The Borrowers Xxxxxx shall request a Standby Letter of Credit by delivering a completed letter of credit application to the Administrative Agent First Union on such form as may be specified by the Administrative Agent First Union not less than three Business Days prior to the date specified by the Borrowers Xxxxxx as the date the Standby Letter of Credit is to be issued. The standard form of the Administrative Agent's First Union letter of credit application as currently in effect shall be used. The Administrative Agent Standby Letters of Credit shall notify not bear interest until drawn upon but shall each be subject to an annual charge, payable in advance, as such may exist from time to time, PROVIDED, HOWEVER, that at no time shall the Banks promptly after the issuance of annual charge for any Standby Letter of Credit and will provide the Banks copies of the periodic Borrowing Base Certificates showing the current balance of outstanding Standby Letters of Credit, as delivered by the Borrowers to the Administrative Agent. Standby Letters of Credit fees will be equal to the Applicable Margin for LIBO Rate Loans on an annual basis, calculated on the basis of the days actually elapsed in a year of 360 days (paid to the Administrative Agent for distribution to the Banks) plus a Fronting Fee of 0.125% per year to be paid to the Fronting Bank for its own account. Such Fees will be calculated based on the aggregate stated amount for each Letter of Credit, and will be due quarterly in arrears, commencing on the last Business Day of the calendar quarter in which the Standby Letter of Credit is issuedexceed 2.75%. If any obligation of the Borrowers Xxxxxx to pay money in connection with any Standby Letter of Credit is not met when requested by the Administrative Agent First Union, as Agent, as permitted by the applicable letter of credit application and the reimbursement agreement contained therein, the amount due shall be funded automatically by a Revolving Credit Loan which Loan shall be made without regard to any minimum borrowing requirement, condition precedent herein, or Event of Default hereunder which would otherwise entitle any Bank or the Banks not to provide such Revolving Credit Loan, and each Bank shall make its proportionate share of such Revolving Credit Loan. Any obligation of the Borrowers Xxxxxx to pay money in connection with any Standby Letter of Credit or the application therefor shall be deemed secured as if made as a Loan hereunder. In the event the Borrowers Xxxxxx shall terminate the Aggregate Revolving Loan Commitment as provided in Section 2.6 and shall pay the outstanding principal amount of the Revolving Credit Loans in full and with interest or the Revolving Loan Revolver Termination Date shall occur at a time when one or more Standby Letters of Credit remain outstanding, then the Borrowers Xxxxxx shall furnish to the Administrative Agent First Union, as Agent, within two Business Days such amount of cash, to be held as cash collateral and invested in certificates of deposit of the Administrative Agent First Union with interest payable to the BorrowersXxxxxx, as will pay the maximum amount which may be drawn by beneficiaries of Standby Letters of Credit outstanding at the date of such termination or the Revolving Loan Revolver Termination Date, as applicable.
Appears in 2 contracts
Samples: Credit Agreement (Willis Lease Finance Corp), Credit Agreement (Willis Lease Finance Corp)
Standby Letters of Credit. The Administrative AgentBank has issued or caused an affiliate to issue the following standby letters of credit (each a “Standby Letter of Credit” and collectively, under the terms and subject to the conditions of this Agreement, on behalf of itself and each other Bank in the same proportions as each Bank's Revolving Loan Commitment bears to the Aggregate Revolving Loan Commitment, shall provide “Standby Letters of Credit Credit”) for the account of Borrower, each of which was issued pursuant to the Borrowersterms of that certain Standby Letter of Credit Agreement (Credit Agreement/Loan Agreement Version) between Bank and Borrower dated September 18, 2012 (as may be amended from time to time prior to time, the Revolving Loan Termination Date“Standby Letter of Credit Agreement”), and is outstanding as requested by of the Borrowers, provided that date hereof: (i) Standby Letter of Credit No. NZS401574 up to the aggregate amount of Standby Letters of Credit outstanding at any one time shall not exceed One Million Six Hundred Fifty Thousand Dollars ($3,000,000 or such lesser amount1,650,000.00) dated June 21, if any, as will, when added to the amount of the Revolving Loans then outstanding, aggregate more than the Aggregate Revolving Loan Commitment (or such lesser amount as the Borrowers are entitled to borrow hereunder at such time by reason of the limitation of the Borrowing Base or otherwise)2001; (ii) no Standby Letter of Credit No. XXX000000 in the amount of Five Million Dollars ($5,000,000.00) dated December 8, 2003; (iii) Standby Letter of Credit No. NZS568994 in the amount of Ten Thousand Dollars ($10,000.00) dated April 11, 2006; and (iv) Irrevocable Standby Letter of Credit No. IS0013451 in the amount of Seventeen Million One Hundred Eighty-Three Thousand Five Hundred Sixty-Seven Dollars ($17,183,567.00) dated July 11, 2012. Each Standby Letter of Credit shall be for a term longer than one year; and (iii) no Standby Letters of Credit shall be required to be issued when any Event of Default or Potential Default exists. The Borrowers shall request a Standby Letter of Credit by delivering a completed letter of credit application remain subject to the Administrative Agent on such form as may be specified by the Administrative Agent not less than three Business Days prior to the date specified by the Borrowers as the date additional terms of the Standby Letter of Credit is to be issued. The standard form of the Administrative Agent's letter of credit application as currently Agreement, applications and any related documents required by Bank in effect shall be used. The Administrative Agent shall notify the Banks promptly after connection with the issuance (and any renewal) thereof. Notwithstanding the provision of any Standby Letter of Credit and will provide the Banks copies regarding automatic extension of the periodic Borrowing Base Certificates showing the current balance of outstanding Standby Letters of Creditits expiration date, as delivered by the Borrowers Bank may, at its sole option, give notice to the Administrative Agent. beneficiary thereof in accordance with the terms of such Standby Letters Letter of Credit fees that Bank has elected not to renew such Standby Letter of Credit beyond its current expiration date (or any other subsequent expiration date that may be agreed to by Bank at Bank’s sole discretion). If Borrower does not at any time want any Standby Letter of Credit to be renewed, Borrower will be equal so notify Bank at least fifteen (15) calendar days before Bank is to notify the beneficiary thereof of such nonrenewal pursuant to the Applicable Margin for LIBO Rate Loans on an annual basis, calculated on the basis terms of the days actually elapsed in a year of 360 days (paid to the Administrative Agent for distribution to the Banks) plus a Fronting Fee of 0.125% per year to be paid to the Fronting Bank for its own account. Such Fees will be calculated based on the aggregate stated amount for each such Standby Letter of Credit, . Subject to the terms and will be due quarterly in arrears, commencing on the last Business Day conditions of the calendar quarter in which this Agreement and the Standby Letter of Credit is issued. If any obligation of Agreement, Bank hereby confirms that the Borrowers to pay money in connection with any Standby Letter of Credit is not met when requested by the Administrative Agent as permitted by the applicable letter of credit application and the reimbursement agreement contained therein, the amount due shall be funded automatically by a Revolving Loan which Loan shall be made without regard to any minimum borrowing requirement, condition precedent herein, or Event of Default hereunder which would otherwise entitle any Bank or the Banks not to provide such Revolving Loan, and each Bank shall make its proportionate share of such Revolving Loan. Any obligation of the Borrowers to pay money in connection with any Standby Letter of Credit or the application therefor shall be deemed secured as if made as a Loan hereunder. In the event the Borrowers shall terminate the Aggregate Revolving Loan Commitment as provided in Section and shall pay the outstanding principal amount of the Revolving Loans in full and with interest or the Revolving Loan Termination Date shall occur at a time when one or more Standby Letters of Credit remain outstanding, then the Borrowers shall furnish to the Administrative Agent within two Business Days such amount of cash, to be held as cash collateral in full force and invested in certificates of deposit of the Administrative Agent with interest payable to the Borrowers, as will pay the maximum amount which may be drawn by beneficiaries of Standby Letters of Credit outstanding at the date of such termination or the Revolving Loan Termination Date, as applicableeffect.
Appears in 1 contract
Standby Letters of Credit. The Administrative Agent, under the terms and subject to the conditions of this Agreement, on behalf of itself and each other Bank in the same proportions as each Bank's Revolving Loan Commitment bears to the Aggregate Revolving Loan Commitment, shall provide Standby Letters of Credit to the Borrowers, from time to At any time prior to February 10, 1998, that the Parent is entitled to an Advance under the Revolving Loan Termination DateLoan, as requested by the BorrowersBank shall, upon the application of the Parent, issue for the account of the Parent, a standby letter of credit (each a "Standby Letter of Credit") in an amount not in excess of the maximum Advance that the Parent would then be entitled to obtain under the Revolving Loan, provided that (iA) the aggregate total amount of Standby Letters of Credit which are outstanding at any one time shall not exceed $3,000,000 or such lesser amount3,000,000, if any, as will, when added to the amount of the Revolving Loans then outstanding, aggregate more than the Aggregate Revolving Loan Commitment (or such lesser amount as the Borrowers are entitled to borrow hereunder at such time by reason of the limitation of the Borrowing Base or otherwise); (iiB) no Standby Letter of Credit shall be for a term longer than one year; and (iii) no Standby Letters of Credit shall be required to be issued when any Event of Default or Potential Default exists. The Borrowers shall request a Standby Letter of Credit by delivering a completed letter of credit application to the Administrative Agent on such form as may be specified by the Administrative Agent not less than three Business Days prior to the date specified by the Borrowers as the date the Standby Letter of Credit is to be issued. The standard form of the Administrative Agent's letter of credit application as currently in effect shall be used. The Administrative Agent shall notify the Banks promptly after the issuance of any Standby Letter of Credit and will provide with a maturity date beyond the Banks copies Revolving Loan Maturity Date shall be entirely at the discretion of the periodic Borrowing Base Certificates showing Bank, (C) the current balance form of outstanding the requested Standby Letters Letter of CreditCredit shall be satisfactory to the Bank in the reasonable exercise of the Bank's discretion, as delivered and (D) the Parent shall have executed an application and reimbursement agreement for the Standby Letter of Credit (a "Reimbursement Agreement") in the Bank's standard form. Any standby letters of credit which have been issued by the Borrowers Bank for the account of the Parent under the Prior Agreement shall automatically be deemed to the Administrative Agent. be Standby Letters of Credit fees will for all purposes of this Agreement. Provided that the Parent is the account party and executes the Reimbursement Agreement in favor of the Bank, Standby Letters of Credit may be equal issued at the request of the Parent on behalf of the Parent or any of its Subsidiaries. While any Standby Letter of Credit is outstanding, the Maximum Loan Availability shall be reduced by the maximum amount available to be drawn under such Standby Letter of Credit. The Parent shall pay the Applicable Margin Bank a commission for LIBO Rate Loans on an annual basis, each Standby Letter of Credit issued calculated at the rate of one percent (1%) per annum of the maximum amount available to be drawn under the Standby Letter of Credit. Such commissions shall be calculated on the basis of a 360 day year and the actual number of days actually elapsed in a year of 360 days (paid to the Administrative Agent for distribution to the Banks) plus a Fronting Fee of 0.125% per year to be paid to the Fronting Bank for its own account. Such Fees will be calculated based on the aggregate stated amount for each Letter of Credit, and will be due quarterly in arrears, commencing on the last Business Day of the calendar quarter in period during which the Standby Letter of Credit is issuedwill be outstanding. If The Parent shall pay the Bank's standard transaction fees with respect to any obligation transactions occurring on account of the Borrowers to pay money in connection with any Standby Letter of Credit is not met when requested by the Administrative Agent as permitted by the applicable letter of credit application and the reimbursement agreement contained therein, the amount due Credit. Commissions shall be funded automatically by a Revolving Loan which Loan shall be made without regard to any minimum borrowing requirement, condition precedent herein, or Event of Default hereunder which would otherwise entitle any Bank or payable when the Banks not to provide such Revolving Loan, and each Bank shall make its proportionate share of such Revolving Loan. Any obligation of the Borrowers to pay money in connection with any Standby Letter of Credit or the application therefor shall be deemed secured as if made as a Loan hereunder. In the event the Borrowers shall terminate the Aggregate Revolving Loan Commitment as provided in Section and shall pay the outstanding principal amount of the Revolving Loans in full and with interest or the Revolving Loan Termination Date shall occur at a time when one or more related Standby Letters of Credit remain outstanding, then the Borrowers are issued and transaction fees shall furnish to the Administrative Agent within two Business Days such amount of cash, to be held as cash collateral and invested in certificates of deposit payable upon completion of the Administrative Agent with interest payable transaction as to the Borrowers, as will pay the maximum amount which they are charged. All such commissions and fees may be drawn debited by beneficiaries the Bank to any deposit account of Standby Letters of Credit outstanding at the date of such termination or Parent carried with the Revolving Loan Termination DateBank without further authority, as applicableand in any event, shall be paid by the Parent within ten (10) days following billing."
Appears in 1 contract
Standby Letters of Credit. The Administrative Agent, under (a) Section 2.6(a) of the Loan Agreement is amended and restated to read as follows: 3 "
(a) Subject to the terms and subject conditions hereof, at any time and from time to time from the Closing Date to the conditions earlier of this Agreement60 days from the Effective Date or June 29, on behalf of itself and each other 1998, the Issuing Bank in the same proportions as each Bank's Revolving Loan Commitment bears to the Aggregate Revolving Loan Commitment, shall provide issue such Standby Letters of Credit as a Responsible Official of a Borrower on behalf of the Borrowers may request by a Request for Standby Letter of Credit' provided that, upon giving effect to the Borrowerssuch Standby Letter of Credit, from time to time prior to the Revolving Loan Termination Date, as requested by the Borrowers, provided that (i) the aggregate Total Outstanding shall not exceed $15,000,000, (ii) the issuance of the Standby Letter of Credit shall not result in an amount of which exceeds the Line B Availability and (iii) the Outstanding Standby Letters of Credit outstanding at any one time shall not exceed $3,000,000 the Maximum Standby Letter of Credit Amount. If any Standby Letter of Credit is canceled or otherwise expires or terminates without I it being drawn upon, such lesser amountcancellation, if any, as will, when added expiration or termination shall not effect a permanent reduction of the Line B Availability pursuant to Section 2.2(a) by the amount of such Standby Letter of Credit, but instead such amount may be reborrowed. Unless the Revolving Loans then outstandingRequisite Banks otherwise consent in writing, aggregate more than the Aggregate Revolving Loan Commitment (term of any Standby Letter of Credit shall not exceed the earlier of 60 days from the Effective Date or such lesser amount June 30, 1998. If, as the Borrowers are entitled to borrow hereunder at such time by reason of the limitation immediately preceding date, or upon any earlier termination or acceleration of the Borrowing Base Commitment and any Loans thereunder, there exist any Outstanding Standby Letters of Credit, Borrowers shall provide to Agent a standby letter of credit issued by a bank satisfactory to the Requisite Banks, in form and substance satisfactory to the Requisite Banks, in favor of the Banks in a face amount equal to Outstanding Standby Letters of Credit on that date, or otherwise); (ii) no shall make other provisions satisfactory to the Requisite Banks for the collateralization or settlement of such Outstanding Standby Letters of Credit. No Standby Letter of Credit shall be for a term longer than one year; and (iii) no Standby Letters issued except in the ordinary course of Credit shall be required business of Borrowers or their Subsidiaries. Unless otherwise agreed to be issued when any Event of Default or Potential Default exists. The Borrowers shall request a Standby Letter of Credit by delivering a completed letter of credit application to the Administrative Agent on such form as may be specified by the Administrative Agent not less than three Business Days prior to Requisite Banks, the date specified by the Borrowers as the date the Standby Letter of Credit is to be issued. The standard form of the Administrative Agent's letter of credit application as currently in effect shall be used. The Administrative Agent shall notify the Banks promptly after the issuance face amount of any Standby Letter of Credit and will provide the Banks copies of the periodic Borrowing Base Certificates showing the current balance of outstanding Standby Letters of Credit, as delivered by the Borrowers to the Administrative Agent. Standby Letters of Credit fees will shall not be equal to the Applicable Margin for LIBO Rate Loans on an annual basis, calculated on the basis of the days actually elapsed in a year of 360 days (paid to the Administrative Agent for distribution to the Banks) plus a Fronting Fee of 0.125% per year to be paid to the Fronting Bank for its own account. Such Fees will be calculated based on the aggregate stated amount for each Letter of Credit, and will be due quarterly in arrears, commencing on the last Business Day of the calendar quarter in which the Standby Letter of Credit is issued. If any obligation of the Borrowers to pay money in connection with any Standby Letter of Credit is not met when requested by the Administrative Agent as permitted by the applicable letter of credit application and the reimbursement agreement contained therein, the amount due shall be funded automatically by a Revolving Loan which Loan shall be made without regard to any minimum borrowing requirement, condition precedent herein, or Event of Default hereunder which would otherwise entitle any Bank or the Banks not to provide such Revolving Loan, and each Bank shall make its proportionate share of such Revolving Loan. Any obligation of the Borrowers to pay money in connection with any Standby Letter of Credit or the application therefor shall be deemed secured as if made as a Loan hereunder. In the event the Borrowers shall terminate the Aggregate Revolving Loan Commitment as provided in Section and shall pay the outstanding principal amount of the Revolving Loans in full and with interest or the Revolving Loan Termination Date shall occur at a time when one or more Standby Letters of Credit remain outstanding, then the Borrowers shall furnish to the Administrative Agent within two Business Days such amount of cash, to be held as cash collateral and invested in certificates of deposit of the Administrative Agent with interest payable to the Borrowers, as will pay the maximum amount which may be drawn by beneficiaries of Standby Letters of Credit outstanding at the date of such termination or the Revolving Loan Termination Date, as applicableless than $250,000."
Appears in 1 contract
Samples: Loan Agreement (Sports Club Co Inc)
Standby Letters of Credit. The Administrative Agent(a) Amounts and Terms of Standby Letters of Credit. ---------------------------------------------- During the period from the date of this Agreement to but excluding the L/C Commitment Termination Date, under the terms and subject to the terms and conditions of this Agreement, on behalf upon Company's request pursuant to Section 3.9.3, the Issuing Bank shall issue one or more standby ------------- letter(s) of itself credit or commercial letters of credit (each, a "Letter of Credit," and each other Bank in collectively, the same proportions as each Bank's Revolving Loan Commitment bears to the Aggregate Revolving Loan Commitment, shall provide Standby "Letters of Credit") for the account of Company or the account of a Letter of Credit Subsidiary; provided -------- that the Issuing Bank shall not be obligated to the Borrowersissue any Letter of Credit if, from time to time prior to the Revolving Loan Termination Dateafter giving effect thereto, as requested by the Borrowers, provided that (i) the L/C Obligations would exceed the L/C Commitment, or (ii) the total aggregate amount of Standby outstanding Loans plus the L/C Obligations would exceed the Total Aggregate ---- Commitment, or (iii) the Total Borrowing Base Home Building Indebtedness would exceed the Borrowing Base. All Letters of Credit outstanding shall be on Issuing Bank's standard forms of letters of credit at any one the time of issuance. No Letter of Credit shall have an expiration date (unless the Banks otherwise consent in writing) later than the Maturity Date. The Issuing Bank shall not exceed $3,000,000 be required to issue any Letter of Credit hereunder unless such Letter of Credit is for the benefit of a party to which the Company or such lesser amountthe applicable Letter of Credit Subsidiary owes certain performance obligations in connection with its ordinary course of business real estate development activity (for example, if anyfor the benefit of a municipality to support Company's obligation to widen public streets in connection with a 27 residential development project). Issuing Bank shall not be required to issue any Letter of Credit for the benefit of creditors to which the Company or the applicable Letter of Credit Subsidiary is obligated in respect of obligations for borrowed money.
(b) [Intentionally Deleted.]
(c) Letter of Credit Draws are Loans under this Agreement. ----------------------------------------------------- Company and each Bank agree that any draws under any Letters of Credit shall constitute Loans under this Agreement for all purposes. Without limiting the foregoing, (i) all draws under any Letter of Credit shall bear interest and be repaid as willLoans outstanding under this Agreement, when added to the amount of the Revolving Loans then outstanding, aggregate more than the Aggregate Revolving Loan Commitment (or such lesser amount as the Borrowers are entitled to borrow hereunder at such time by reason of the limitation of the Borrowing Base or otherwise); and (ii) no Standby if, at the time any draw is made under any Letter of Credit, an Event of Default has occurred or the Maturity Date has passed or the Loans have been accelerated or are otherwise due and payable, such draw under such Letter of Credit shall be for a term longer than one year; immediately due and (iii) no Standby Letters of Credit shall be required to be issued when any Event of Default or Potential Default existspayable in full. The Borrowers shall request a Standby Letter of Credit by delivering a completed letter of credit application to the Administrative Agent on such form as may be specified Promptly upon being notified by the Administrative Agent not less than three Business Days prior to (after Agent has received notice from the date specified by the Borrowers as the date the Standby Letter of Credit is to be issued. The standard form of the Administrative Agent's letter of credit application as currently in effect shall be used. The Administrative Agent shall notify the Banks promptly after the issuance of Issuing Bank) that a draw has occurred under any Standby Letter of Credit and will provide the Banks copies of the periodic Borrowing Base Certificates showing the current balance of outstanding Standby Letters of Credit, as delivered by the Borrowers to the Administrative Agent. Standby Letters of Credit fees will be equal to the Applicable Margin for LIBO Rate Loans on an annual basis, calculated on the basis of the days actually elapsed in a year of 360 days (paid to the Administrative Agent for distribution to the Banks) plus a Fronting Fee of 0.125% per year to be paid to the Fronting Bank for its own account. Such Fees will be calculated based on the aggregate stated amount for each Letter of Credit, and will be due quarterly in arrears, commencing on the last Business Day of the calendar quarter in which the Standby Letter of Credit is issued. If any obligation of the Borrowers to pay money in connection with any Standby Letter of Credit is not met when requested by the Administrative Agent as permitted by the applicable letter of credit application and the reimbursement agreement contained therein, the amount due shall be funded automatically by a Revolving Loan which Loan shall be made without regard to any minimum borrowing requirement, condition precedent herein, or Event of Default hereunder which would otherwise entitle any Bank or the Banks not to provide such Revolving Loan, and each Bank shall make its proportionate share reimburse the Agent, for the benefit of the Issuing Bank, for that Bank's Pro Rata Share of such Revolving Loan. Any obligation of the Borrowers to pay money in connection with any Standby Letter of Credit or the application therefor shall be deemed secured as if made as a Loan hereunder. In the event the Borrowers shall terminate the Aggregate Revolving Loan Commitment as provided in Section and shall pay the outstanding principal amount of the Revolving Loans in full and with interest or the Revolving Loan Termination Date shall occur at a time when one or more Standby Letters of Credit remain outstanding, then the Borrowers shall furnish to the Administrative Agent within two Business Days such amount of cash, to be held as cash collateral and invested in certificates of deposit of the Administrative Agent with interest payable to the Borrowers, as will pay the maximum amount which may be drawn by beneficiaries of Standby Letters of Credit outstanding at the date of such termination or the Revolving Loan Termination Date, as applicabledraw.
Appears in 1 contract
Samples: Revolving Credit Agreement (Standard Pacific Corp /De/)
Standby Letters of Credit. The Administrative Agent, under (i) Subject to the terms and subject to conditions hereof, the conditions of this Agreement, on behalf of itself and each other Bank in reliance upon the same proportions as each Bank's Revolving Loan Commitment bears to the Aggregate Revolving Loan Commitment, shall provide Standby Letters of Credit to the Borrowers, from time to time prior to the Revolving Loan Termination Date, as requested by the Borrowers, provided that (i) the aggregate amount of Standby Letters of Credit outstanding at any one time shall not exceed $3,000,000 or such lesser amount, if any, as will, when added to the amount representations and warranties of the Revolving Loans then outstandingBorrower contained herein, aggregate more than agrees to issue for the Aggregate Revolving Loan Commitment (or such lesser amount as the Borrowers are entitled to borrow hereunder at such time by reason account of the limitation of Borrower upon the Borrowing Base or otherwise); (ii) no Standby Letter of Credit shall be for a term longer than one year; and (iii) no Standby Letters of Credit shall be required to be issued when any Event of Default or Potential Default exists. The Borrowers shall Borrower's request a Standby Letter of Credit by delivering a completed letter of credit application to the Administrative Agent on such form as may be specified by the Administrative Agent not less than three Business Days prior to the date specified by the Borrowers as the date the Standby Letter of Credit is to be issued. The standard form of the Administrative Agent's letter of credit application as currently in effect shall be used. The Administrative Agent shall notify the Banks promptly after the issuance of any Standby Letter of Credit and will provide the Banks copies of the periodic Borrowing Base Certificates showing the current balance of outstanding Standby Letters of Credit, as delivered by the Borrowers to the Administrative Agent. Standby Letters of Credit fees will be equal to the Applicable Margin for LIBO Rate Loans on an annual basis, calculated on the basis of the days actually elapsed in a year of 360 days (paid to the Administrative Agent for distribution to the Banks) plus a Fronting Fee of 0.125% per year to be paid to the Fronting Bank for its own account. Such Fees will be calculated based on the aggregate stated amount for each Letter of Credit, and will be due quarterly in arrears, commencing on the last Business Day of the calendar quarter in which the Standby Letter of Credit is issued. If any obligation of the Borrowers to pay money in connection with any Standby Letter of Credit is not met when requested by the Administrative Agent as permitted by the applicable letter of credit application and the reimbursement agreement contained therein, the amount due shall be funded automatically by a Revolving Loan which Loan shall be made without regard to any minimum borrowing requirement, condition precedent herein, or Event of Default hereunder which would otherwise entitle any Bank or the Banks not to provide such Revolving Loan, and each Bank shall make its proportionate share of such Revolving Loan. Any obligation of the Borrowers to pay money in connection with any Standby Letter of Credit or the application therefor shall be deemed secured as if made as a Loan hereunder. In the event the Borrowers shall terminate the Aggregate Revolving Loan Commitment as provided in Section and shall pay the outstanding principal amount of the Revolving Loans in full and with interest or the Revolving Loan Termination Date shall occur at a time when one or more Standby Letters of Credit remain outstandingCredit, then in such form as may be requested from time to time by the Borrowers Borrower and agreed to by the Bank; PROVIDED, HOWEVER, that, after giving effect to such request, (i) the sum of the aggregate Available Amounts, all Advances and, without duplication, all unpaid reimbursement Obligations of the Borrower pursuant to Section 2.3(b) shall furnish not exceed the Facility Amount at any one time; and (ii) the sum of (1) the Available Amounts of all Standby Letters of Credit, (2) all Advances and (3) without duplication, all unpaid reimbursement Obligations of the Borrower pursuant to Section 2.3(b), shall not at any time result in a Borrowing Base Deficiency. Subject to the Administrative Agent within two Business Days such amount of cashlimits referred to above, to be held as cash collateral and invested in certificates of deposit of the Administrative Agent with interest payable to Borrower may request the Borrowers, as will pay the maximum amount which may be drawn by beneficiaries issuance of Standby Letters of Credit outstanding at under this Section 2.1(b), repay any Standby Letter of Credit Advances resulting from drawing thereunder pursuant to Section 2.3 hereof, and request the issuance of additional Standby Letters of Credit under this Section 2.l(b).
(ii) Unless the Termination Date has been extended pursuant to Section 14.1 hereof, no Standby Letter of Credit shall: (a) be issued within sixty (60) days of the Termination Date without the prior approval of Eximbank and the Bank; or (b) shall be issued with an expiry date later than the Termination Date without the prior approval of such termination Eximbank and the Bank, in which case the Borrower shall be obligated to provide to the Bank, pursuant to the terms and conditions set forth in the Cash Collateral Agreement, on or before the Revolving Loan Issuance Date of any Standby Letter of Credit, cash collateral equal to one hundred percent (100%) of the Available Amount for all Standby Letters of Credit having an expiry date beyond the Termination Date.
(iii) Notwithstanding anything to the contrary contained herein, as applicableWarranty Letters of Credit may only be issued with the prior written consent of Eximbank.
Appears in 1 contract
Samples: Export Credit and Security Agreement (American Science & Engineering Inc)
Standby Letters of Credit. The Administrative Agent(a) Amounts and Terms of Standby Letters of --------------------------------------- Credit. During the period from the date of this Agreement to but excluding the L/C Commitment Termination Date, under the terms and subject to the terms and conditions of this Agreement, on behalf upon Company's request pursuant to Section 3.9.3, the Issuing ------------- Bank shall issue one or more standby letter(s) of itself credit or commercial letters of credit (subject to subparagraph (b) below) (each, a "Letter of Credit," and each other Bank in collectively, the same proportions as each Bank's Revolving Loan Commitment bears to the Aggregate Revolving Loan Commitment, shall provide Standby "Letters of Credit") for the account of Company (subject to Section 3.9.5) or the account of the Letter of Credit ------------- Subsidiaries (subject to the Borrowers, from time to time prior to the Revolving Loan Termination Date, as requested by the Borrowers, Section 3.9.6); provided that the ------------- -------- Issuing Bank shall not be obligated to issue any Letter of Credit if, after giving effect thereto, (i) the aggregate amount of Standby Letters of Credit outstanding at any one time shall not L/C Obligations would exceed $3,000,000 the L/C Commitment, or such lesser amount, if any, as will, when added to the amount of the Revolving Loans then outstanding, aggregate more than the Aggregate Revolving Loan Commitment (or such lesser amount as the Borrowers are entitled to borrow hereunder at such time by reason of the limitation of the Borrowing Base or otherwise); (ii) no Standby Letter of Credit shall be for a term longer than one year; and the total aggregate outstanding Revolving Loans plus the L/C ---- Obligations would exceed the Total Aggregate Commitment, or (iii) no Standby the Total Borrowing Base Home Building Indebtedness would exceed the Borrowing Base. All Letters of Credit shall be required to be issued when any Event on Issuing Bank's standard forms of Default or Potential Default existsletters of credit at the time of issuance. The Borrowers shall request a Standby No Letter of Credit by delivering a completed letter shall have an expiration date (unless the Banks otherwise consent in writing) later than the Revolving Loans Maturity Date. Except as specified in subparagraph (b) below, the Issuing Bank shall not be required to issue any Letter of credit application to the Administrative Agent on Credit hereunder unless such form as may be specified by the Administrative Agent not less than three Business Days prior to the date specified by the Borrowers as the date the Standby Letter of Credit is for the benefit of a party to be issued. The standard form of which the Administrative Agent's letter of credit application as currently in effect shall be used. The Administrative Agent shall notify Company or the Banks promptly after the issuance of any Standby Letter of Credit and will provide Subsidiaries owe certain performance obligations in connection with their ordinary course of business real estate development activity (for example, for the Banks copies benefit of the periodic Borrowing Base Certificates showing the current balance of outstanding Standby Letters of Credit, as delivered by the Borrowers a municipality to the Administrative Agentsupport Company's obligation to widen public streets in connection with a residential development project). Standby Letters of Credit fees will Issuing Bank shall not be equal required to the Applicable Margin for LIBO Rate Loans on an annual basis, calculated on the basis of the days actually elapsed in a year of 360 days (paid to the Administrative Agent for distribution to the Banks) plus a Fronting Fee of 0.125% per year to be paid to the Fronting Bank for its own account. Such Fees will be calculated based on the aggregate stated amount for each Letter of Credit, and will be due quarterly in arrears, commencing on the last Business Day of the calendar quarter in which the Standby issue any Letter of Credit is issued. If any obligation for the benefit of creditors to which the Borrowers to pay money in connection with any Standby Company or the Letter of Credit is not met when requested by the Administrative Agent as permitted by the applicable letter Subsidiaries are obligated in respect of credit application and the reimbursement agreement contained therein, the amount due shall be funded automatically by a Revolving Loan which Loan shall be made without regard to any minimum borrowing requirement, condition precedent herein, or Event of Default hereunder which would otherwise entitle any Bank or the Banks not to provide such Revolving Loan, and each Bank shall make its proportionate share of such Revolving Loan. Any obligation of the Borrowers to pay money in connection with any Standby Letter of Credit or the application therefor shall be deemed secured as if made as a Loan hereunder. In the event the Borrowers shall terminate the Aggregate Revolving Loan Commitment as provided in Section and shall pay the outstanding principal amount of the Revolving Loans in full and with interest or the Revolving Loan Termination Date shall occur at a time when one or more Standby Letters of Credit remain outstanding, then the Borrowers shall furnish to the Administrative Agent within two Business Days such amount of cash, to be held as cash collateral and invested in certificates of deposit of the Administrative Agent with interest payable to the Borrowers, as will pay the maximum amount which may be drawn by beneficiaries of Standby Letters of Credit outstanding at the date of such termination or the Revolving Loan Termination Date, as applicableobligations for borrowed money.
Appears in 1 contract
Samples: Revolving Credit Agreement (Standard Pacific Corp /De/)
Standby Letters of Credit. The Administrative AgentBank, under the terms and subject to the conditions of this Agreement, on behalf agrees to provide standby letters of itself and each other Bank in the same proportions as each Bank's Revolving Loan Commitment bears credit to the Aggregate Revolving Loan Commitment, shall provide Standby Letters of Credit to the BorrowersJevic, from time to time prior to the Revolving Loan Revolver Termination Date, as requested by the BorrowersJevic, provided that (iA) the aggregate amount of Standby Letters of Credit outstanding at any one time shall not exceed $3,000,000 1,000,000 or such lesser amount, if any, as will, when added to the amount of the Revolving Credit Loans then outstanding, aggregate more than the Aggregate Revolving Loan Commitment $7,000,000 (or such lesser amount as the Borrowers are Jevic is entitled to borrow hereunder at such time by reason of the limitation of the Borrowing Base or otherwise); , (iiB) no Standby Letter of Credit shall be issued after the Revolver Termination Date and no Standby Letter of Credit shall be for a term longer than one year; and (iiiC) no Standby Letters Letter of Credit shall be required to be issued when any Event of Default for other than regulatory bonding, construction bonding or Potential Default existsinsurance purposes. The Borrowers Jevic shall request a Standby Letter of Credit by delivering a completed letter of credit application to the Administrative Agent on such form as may be specified by the Administrative Agent Bank not less than three Business Days prior to the date specified by the Borrowers Jevic as the date the Standby Letter of Credit is to be issued. The standard form of the Administrative Agent's CoreStates' letter of credit application as currently in effect is set forth as Exhibit E hereto. Standby Letters of Credit shall not bear interest until drawn upon but shall each be used. The Administrative Agent shall notify subject to an annual charge, payable in advance, equal to 1.5% of the Banks promptly after amount of the issuance of any Standby Letter of Credit and will provide Credit. Within the Banks copies foregoing limit, Jevic may request issuance of the periodic Borrowing Base Certificates showing the current balance of outstanding Standby Letters of Credit, as delivered by the Borrowers to the Administrative Agentpay them upon a drawing thereunder and request new issuances. Standby Letters of Credit fees will be equal to the Applicable Margin for LIBO Rate Loans on an annual basis, calculated on the basis of the days actually elapsed in a year of 360 days (paid to the Administrative Agent for distribution to the Banks) plus a Fronting Fee of 0.125% per year to be paid to the Fronting Bank for its own account. Such Fees will be calculated based on the aggregate stated amount for each Letter of Credit, and will be due quarterly in arrears, commencing on the last Business Day of the calendar quarter in which the Standby Letter of Credit is issued. If any Any obligation of the Borrowers Jevic to pay money in connection with any Standby Letter of Credit is not met when requested by the Administrative Agent as permitted by the applicable letter of credit application and the reimbursement agreement contained therein, the amount due shall be funded automatically by a Revolving Loan which Loan shall be made without regard to any minimum borrowing requirement, condition precedent herein, or Event of Default hereunder which would otherwise entitle any Bank or the Banks not to provide such Revolving Loan, and each Bank shall make its proportionate share of such Revolving Loan. Any obligation of the Borrowers to pay money in connection with any Standby Letter of Credit or the application therefor shall be deemed secured as if made as a Loan hereunder. In the event the Borrowers Jevic shall terminate the Aggregate Revolving Loan Commitment as provided in Section 2.6 and shall pay the outstanding principal amount of the Revolving Credit Loans in full and with interest or the Revolving Loan Revolver Termination Date shall occur at a time when one or more Standby Letters of Credit remain outstanding, then the Borrowers Jevic shall furnish to the Administrative Agent Bank within two Business Days such amount of cash, to be held as cash collateral and invested in certificates of deposit of the Administrative Agent with interest payable to the BorrowersBank, as will pay the maximum amount which may be drawn by beneficiaries of Standby Letters of Credit outstanding at the date of such termination or the Revolving Loan Revolver Termination Date, as applicable.
Appears in 1 contract
Standby Letters of Credit. The Administrative Agent, under (a) Subject to the terms and subject conditions hereof, at any time and from time to time from the conditions of this AgreementClosing Date through the Banking Day immediately preceding July 1, on behalf of itself and each other 1998, the Issuing Bank in the same proportions as each Bank's Revolving Loan Commitment bears to the Aggregate Revolving Loan Commitment, shall provide issue such Standby Letters of Credit as a Responsible Official of a Borrower on behalf of the Borrowers may request by a Request for Standby Letter of Credit; provided that, upon giving effect to the Borrowerssuch Standby Letter of Credit, from time to time prior to the Revolving Loan Termination Date, as requested by the Borrowers, provided that (i) the aggregate amount of Total Outstanding shall not exceed $10,000,000, (ii) Line B Availability shall not exceed $8,000,000 and (iii) Outstanding Standby Letters of Credit outstanding at any one time shall not exceed $3,000,000 the Maximum Standby Letter of Credit Amount. If any Standby Letter of Credit is cancelled or such lesser amountotherwise expires or terminates without it being drawn upon, if any, as will, when added to Line B Availability shall not be permanently reduced by the amount of such Standby Letter of Credit, but instead such amount may be reborrowed. Unless the Revolving Loans then outstandingRequisite Banks otherwise consent in writing, aggregate more than the Aggregate Revolving Loan Commitment (or such lesser amount as term of any Standby Letter of Credit shall not exceed the Line B Maturity Date. If on the Line B Maturity Date, there exist any Outstanding Standby Letters of Credit, Borrowers are entitled shall provide to borrow hereunder at such time Agent a standby letter of credit issued by reason a bank satisfactory to the Requisite Banks, in form and substance satisfactory to the Requisite Banks, in favor of the limitation Banks in a face amount equal to Outstanding Standby Letters of Credit on that date, or shall make other provisions satisfactory to the Borrowing Base Requisite Banks for the collateralization or otherwise); (ii) no settlement of such Outstanding Standby Letters of Credit. No Standby Letter of Credit shall be issued except in the ordinary course of business of Borrowers or their Subsidiaries. Unless otherwise agreed to by the Requisite Banks, the face amount of any Standby Letter of Credit shall not be less than $250,000.
(b) Each Request for a term longer than one year; and (iii) no Standby Letters Letter of Credit shall be required to be issued when any Event of Default or Potential Default exists. The Borrowers shall request a Standby Letter of Credit by delivering a completed letter of credit application submitted to the Administrative Agent on such form as may be specified by the Administrative Agent Issuing Bank not less later than three Business 11:00 a.m., Los Angeles time, at least five (5) Banking Days prior to the date specified by upon which the Borrowers as the date the requested Standby Letter of Credit is to be issuedissued and Borrowers shall execute such documents and agreements relating to such Standby Letter of Credit as the Issuing Bank may reasonably require. The standard form Upon issuance of a Standby Letter of Credit, the Administrative Agent's letter of credit application as currently in effect shall be used. The Administrative Agent Issuing Bank promptly shall notify the Agent and the Banks promptly of the amount and terms thereof. The Issuing Bank shall notify the Agent and the Banks within ten (10) days after the end of each month of all payments, reimbursements, expirations, negotiations, transfers and other activity during that month with respect to outstanding Standby Letters of Credit.
(c) Upon the issuance of a Standby Letter of Credit, each Bank shall be deemed to have purchased a pro rata participation therein from the Issuing Bank in a amount equal to that Bank's pro rata share, according to its percentage of the Commitment, of the face amount of the Standby Letter of Credit. Without limiting the scope and nature of each Bank's participation in any Standby Letter of Credit, to the extent that the Issuing Bank has not been reimbursed by Borrowers for any payment required to be made by the Issuing Bank under any Standby Letter of Credit, each Bank shall, pro rata according to its participation, reimburse the Issuing Bank promptly upon demand for the amount of such payment. The obligation of each Bank to so reimburse the Issuing Bank shall be absolute and unconditional and shall not be affected by the occurrence of any Event of Default or any other occurrence or event. Any such reimbursement shall not relieve or otherwise impair the obligation of Borrowers to reimburse the Issuing Bank for the amount of any payment made by the Issuing Bank under any Standby Letter of Credit together with interest as hereinafter provided.
(d) Borrowers agree to pay to the Issuing Bank, at its Office designated as the address for notices pursuant to this Agreement, or at such other payment location as the Issuing Bank shall have specified in writing to Borrowers, with respect to each Standby Letter of Credit, within one (1) Banking Day after demand therefor, a principal amount equal to any payment made by the Issuing Bank under that Standby Letter of Credit, together with interest on such amount from the date of any payment made by the Issuing Bank through the date of payment by Borrowers at the rate provided for in Section 3.6. The principal amount of any such payment made by Borrowers to the Issuing Bank shall be used to reimburse the Issuing Bank for the payment made by it under the Standby Letter of Credit. Each Bank that has reimbursed the Issuing Bank pursuant to Section 2.6(c) for its pro rata share of any payment made by the Issuing Bank under a Standby Letter of Credit thereupon shall acquire a pro rata participation, to the extent of such reimbursement, in the claim of the Issuing Bank against Borrowers under this Section 2.6(d).
(e) At all times prior to the Line A Maturity Date, if Borrowers fail to make any payment required by Section 2.6(d), Agent may, but is not required to, without notice to or the consent of Borrowers, make Line B Loans under the Commitment in an aggregate amount equal to the amount paid by Issuing Bank on the relevant Standby Letter of Credit, whether or not the same would cause the Line B Commitment to exeed $8,000,000, and, for this purpose, the conditions precedent set forth in Article 8 and the amount limitations set forth in Section 2.1(d) shall not apply. The proceeds of such Line B Loans shall be retained by Issuing Bank to reimburse it for the payment made by it under the Standby Letter of Credit.
(f) The issuance of any supplement, modification, amendment, renewal or extension to or of any Standby Letter of Credit shall be treated in all respects the same as the issuance of a new Standby Letter of Credit.
(g) The obligation of Borrowers to pay to the Issuing Bank the amount of any payment made by the Issuing Bank under any Standby Letter of Credit shall be absolute, unconditional and will provide irrevocable. Without limiting the Banks copies foregoing, such obligation of Borrowers shall not be affected by any of the periodic Borrowing Base Certificates showing following circumstances absent the current balance Issuing Bank's gross negligence or willful misconduct:
(i) any lack of outstanding Standby Letters of Credit, as delivered by the Borrowers to the Administrative Agent. Standby Letters of Credit fees will be equal to the Applicable Margin for LIBO Rate Loans on an annual basis, calculated on the basis validity or enforceability of the days actually elapsed in a year of 360 days (paid to the Administrative Agent for distribution to the Banks) plus a Fronting Fee of 0.125% per year to be paid to the Fronting Bank for its own account. Such Fees will be calculated based on the aggregate stated amount for each Standby Letter of Credit, and will be due quarterly in arrearsthis Agreement, commencing on or any other agreement or instrument relating thereto;
(ii) any amendment or waiver of or any consent to departure from the last Business Day Standby Letter of Credit, this Agreement, or any other agreement or instrument relating thereto;
(iii) the calendar quarter in existence of any claim, setoff, defense or other rights which Borrowers may have at any time against any Bank, any beneficiary of the Standby Letter of Credit is issued. If (or any obligation of the Borrowers to pay money Persons or entities for whom any such beneficiary may be acting) or any other Person, whether in connection with the Standby Letter of Credit, this Agreement or any other agreement or instrument relating thereto, or any unrelated transactions;
(iv) any demand, statement or any other document presented under the Standby Letter of Credit is not met when requested proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect whatsoever;
(v) payment by the Administrative Agent as permitted by Issuing Bank under the applicable letter of credit application and the reimbursement agreement contained therein, the amount due shall be funded automatically by a Revolving Loan which Loan shall be made without regard to any minimum borrowing requirement, condition precedent herein, or Event of Default hereunder which would otherwise entitle any Bank or the Banks not to provide such Revolving Loan, and each Bank shall make its proportionate share of such Revolving Loan. Any obligation of the Borrowers to pay money in connection with any Standby Letter of Credit against presentation of a draft or any accompanying document which does not strictly comply with the application therefor shall be deemed secured as if made as a Loan hereunder. In the event the Borrowers shall terminate the Aggregate Revolving Loan Commitment as provided in Section and shall pay the outstanding principal amount terms of the Revolving Loans Standby Letter of Credit;
(vi) the solvency (or insolvency) or financial responsibility (or lack thereof) of any party issuing any documents in full and connection with interest a Standby Letter of Credit;
(vii) any error in the transmission of any message relating to a Standby Letter of Credit, or any delay or interruption in any such message not caused by the Revolving Loan Termination Date shall occur at a time when one Issuing Bank; and/or
(viii) any error, neglect or more Standby Letters default of Credit remain outstanding, then the Borrowers shall furnish to the Administrative Agent within two Business Days such amount of cash, to be held as cash collateral and invested in certificates of deposit any correspondent of the Administrative Agent Issuing Bank in connection with interest payable to the Borrowers, as will pay the maximum amount which may be drawn by beneficiaries a Standby Letter of Standby Letters of Credit outstanding at the date of such termination or the Revolving Loan Termination Date, as applicableCredit.
Appears in 1 contract
Samples: Loan Agreement (Sports Club Co Inc)
Standby Letters of Credit. The Administrative Agent, under (a) Subject to the terms and subject conditions hereof, at any time and from time to time from the conditions of this AgreementClosing Date through the Banking Day immediately preceding May 31, on behalf of itself and each 2000 or other applicable Maturity Date, the Issuing Bank in the same proportions as each Bank's Revolving Loan Commitment bears to the Aggregate Revolving Loan Commitment, shall provide issue such Standby Letters of Credit as a Responsible Official of a Borrower on behalf of Borrowers may request by a Request for Standby Letter of Credit; provided that, upon giving effect to the Borrowerssuch Standby Letter of Credit, from time to time prior to the Revolving Loan Termination Date, as requested by the Borrowers, provided that (i) the aggregate amount of Total Outstanding shall not exceed $30,000,000 and (ii) Outstanding Standby Letters of Credit outstanding at any one time shall not exceed $3,000,000 or such lesser amountthe Maximum Standby Letter of Credit Amount. Unless the Requisite Banks otherwise consent in writing, if anythe term of any Standby Letter of Credit shall not exceed the Maturity Date. If on the Maturity Date, as willthere exist any Outstanding Standby Letters of Credit, when added Borrowers shall provide to Agent a standby letter of credit issued by a bank satisfactory to the Requisite Banks, in form and substance satisfactory to the Requisite Banks, in favor of Banks in a face amount equal to the Outstanding Standby Letters of Credit on that date, or shall make other provisions satisfactory to the Revolving Loans then outstanding, aggregate more than Requisite Banks for the Aggregate Revolving Loan Commitment (collateralization or settlement of such lesser amount as the Borrowers are entitled to borrow hereunder at such time by reason Outstanding Standby Letters of the limitation of the Borrowing Base or otherwise); (ii) no Credit. No Standby Letter of Credit shall be issued except in the ordinary course of business of Borrowers or their Subsidiaries. Unless otherwise agreed to by the Requisite Banks, the face amount of any Standby Letter of Credit shall not be less than $250,000.
(b) Each Request for a term longer than one year; and (iii) no Standby Letters Letter of Credit shall be required to be issued when any Event of Default or Potential Default exists. The Borrowers shall request a Standby Letter of Credit by delivering a completed letter of credit application submitted to the Administrative Agent on such form as may be specified by the Administrative Agent Issuing Bank not less later than three Business 11:00 a.m., Los Angeles time, at least five (5) Banking Days prior to the date specified by upon which the Borrowers as the date the requested Standby Letter of Credit is to be issuedissued and Borrowers shall execute such documents and agreements relating to such Standby Letter of Credit as the Issuing Bank may reasonably require. Upon issuance of a Standby Letter of Credit, the Issuing Bank promptly shall notify Agent and Banks of the amount and terms thereof. The standard form Issuing Bank shall notify Agent and Banks within ten (10) days after the end of each month of all payments, reimbursements, expirations, negotiations, transfers and other activity during that month with respect to outstanding Standby Letters of Credit.
(c) Upon the issuance of a Standby Letter of Credit, each Bank shall be deemed to have purchased a pro rata participation therein from the Issuing Bank in a amount equal to that Bank's pro rata share, according to its percentage of the Administrative AgentCommitment, of the face amount of the Standby Letter of Credit. Without limiting the scope and nature of each Bank's letter participation in any Standby Letter of credit application as currently in effect Credit, to the extent that the Issuing Bank has not been reimbursed by Borrowers for any payment required to be made by the Issuing Bank under any Standby Letter of Credit, each Bank shall, pro rata according to its participation, reimburse the Issuing Bank promptly upon demand for the amount of such payment. The obligation of each Bank to so reimburse the Issuing Bank shall be usedabsolute and unconditional and shall not be affected by the occurrence of any Event of Default or any other occurrence or event. Any such reimbursement shall not relieve or otherwise impair the obligation of Borrowers to reimburse the Issuing Bank for the amount of any payment made by the Issuing Bank under any Standby Letter of Credit together with interest as hereinafter provided.
(d) Borrowers agree to pay to the Issuing Bank, at its Office designated as the address for notices pursuant to this Agreement, or at such other payment location as the Issuing Bank shall have specified in writing to Borrowers, with respect to each Standby Letter of Credit, within one (1) Banking Day after demand therefor, a principal amount equal to any payment made by the 20 Issuing Bank under that Standby Letter of Credit, together with interest on such amount from the date of any payment made by the Issuing Bank through the date of payment by Borrowers at the rate provided for in Section 3.6. The Administrative principal amount of any such payment made by Borrowers to the Issuing Bank shall be used to reimburse the Issuing Bank for the payment made by it under the Standby Letter of Credit. Each Bank that has reimbursed the Issuing Bank pursuant to Section 2.6(c) for its pro rata share of any payment made by the Issuing Bank under a Standby Letter of Credit thereupon shall acquire a pro rata participation, to the extent of such reimbursement, in the claim of the Issuing Bank against Borrowers under this Section 2.6(d).
(e) At all times prior to the Maturity Date, if Borrowers fail to make any payment required by Section 2.6(d), Agent may, but is not required to, without notice to or the consent of Borrowers, make Loans under the Commitment in an aggregate amount equal to the amount paid by the Issuing Bank on the relevant Standby Letter of Credit, whether or not the same would cause the Commitment to exceed $30,000,000, and, for this purpose, the conditions precedent set forth in Article 8 and the amount limitations set forth in Section 2.1(d) shall notify not apply. The proceeds of such Loans shall be retained by the Banks promptly after Issuing Bank to reimburse it for the payment made by it under the Standby Letter of Credit.
(f) The issuance of any supplement, modification, amendment, renewal or extension to or of any Standby Letter of Credit shall be treated in all respects the same as the issuance of a new Standby Letter of Credit.
(g) The obligation of Borrowers to pay to the Issuing Bank the amount of any payment made by the Issuing Bank under any Standby Letter of Credit shall be absolute, unconditional and will provide irrevocable. Without limiting the Banks copies foregoing, such obligation of Borrowers shall not be affected by any of the periodic Borrowing Base Certificates showing following circumstances absent the current balance Issuing Bank's gross negligence or willful misconduct:
(i) any lack of outstanding Standby Letters of Credit, as delivered by the Borrowers to the Administrative Agent. Standby Letters of Credit fees will be equal to the Applicable Margin for LIBO Rate Loans on an annual basis, calculated on the basis validity or enforceability of the days actually elapsed in a year of 360 days (paid to the Administrative Agent for distribution to the Banks) plus a Fronting Fee of 0.125% per year to be paid to the Fronting Bank for its own account. Such Fees will be calculated based on the aggregate stated amount for each Standby Letter of Credit, and will be due quarterly in arrearsthis Agreement, commencing on or any other agreement or instrument relating thereto;
(ii) any amendment or waiver of or any consent to departure from the last Business Day Standby Letter of Credit, this Agreement, or any other agreement or instrument relating thereto;
(iii) the calendar quarter in existence of any claim, setoff, defense or other rights which Borrowers may have at any time against any Bank, any beneficiary of the Standby Letter of Credit is issued. If (or any obligation of the Borrowers to pay money Persons or entities for whom any such beneficiary may be acting) or any other Person, whether in connection with the Standby Letter of Credit, this Agreement or any other agreement or instrument relating thereto, or any unrelated transactions;
(iv) any demand, statement or any other document presented under the Standby Letter of Credit is not met when requested proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect whatsoever;
(v) payment by the Administrative Agent as permitted by Issuing Bank under the applicable letter of credit application and the reimbursement agreement contained therein, the amount due shall be funded automatically by a Revolving Loan which Loan shall be made without regard to any minimum borrowing requirement, condition precedent herein, or Event of Default hereunder which would otherwise entitle any Bank or the Banks not to provide such Revolving Loan, and each Bank shall make its proportionate share of such Revolving Loan. Any obligation of the Borrowers to pay money in connection with any Standby Letter of Credit against presentation of a draft or any accompanying document which does not strictly comply with the application therefor shall be deemed secured as if made as a Loan hereunder. In the event the Borrowers shall terminate the Aggregate Revolving Loan Commitment as provided in Section and shall pay the outstanding principal amount terms of the Revolving Loans Standby Letter of Credit;
(vi) the solvency (or insolvency) or financial responsibility (or lack thereof) of any party issuing any documents in full and connection with interest a Standby Letter of Credit;
(vii) any error in the transmission of any message relating to a Standby Letter of Credit, or any delay or interruption in any such message not caused by the Revolving Loan Termination Date shall occur at a time when one or more Standby Letters of Credit remain outstanding, then the Borrowers shall furnish to the Administrative Agent within two Business Days such amount of cash, to be held as cash collateral and invested in certificates of deposit of the Administrative Agent with interest payable to the Borrowers, as will pay the maximum amount which may be drawn by beneficiaries of Standby Letters of Credit outstanding at the date of such termination or the Revolving Loan Termination Date, as applicable.Issuing Bank; and/or
Appears in 1 contract
Samples: Loan Agreement (Sports Club Co Inc)
Standby Letters of Credit. The Administrative Agent(a) Amounts and Terms of Standby Letters of Credit. ---------------------------------------------- During the period from the date of this Agreement to but excluding the L/C Commitment Termination Date, under the terms and subject to the terms and conditions of this Agreement, on behalf upon Company's request pursuant to Section 3.9.3, the Issuing Bank shall issue one or more standby ------------- letter(s) of itself credit or commercial letters of credit (each, a "Letter of Credit," and each other Bank in collectively, the same proportions as each Bank's Revolving Loan Commitment bears to the Aggregate Revolving Loan Commitment, shall provide Standby "Letters of Credit") for the account of Company or the account of a Letter of Credit Subsidiary; provided -------- that the Issuing Bank shall not be obligated to the Borrowersissue any Letter of Credit if, from time to time prior to the Revolving Loan Termination Dateafter giving effect thereto, as requested by the Borrowers, provided that (i) the L/C Obligations would exceed the L/C Commitment, or (ii) the total aggregate amount of Standby outstanding Loans plus the L/C Obligations would exceed the Total Aggregate ---- Commitment, or (iii) the Total Borrowing Base Home Building Indebtedness would exceed the Borrowing Base. All Letters of Credit outstanding shall be on Issuing Bank's standard forms of letters of credit at any one the time of issuance. No Letter of Credit shall have an expiration date (unless the Banks otherwise consent in writing) later than the Maturity Date. The Issuing Bank shall not exceed $3,000,000 be required to issue any Letter of Credit hereunder unless such Letter of Credit is for the benefit of a party to which the Company or such lesser amountthe applicable Letter of Credit Subsidiary owes certain performance obligations in connection with its ordinary course of business real estate development activity (for example, if anyfor the benefit of a municipality to support Company's obligation to widen public streets in connection with a residential development project). Issuing Bank shall not be required to issue any Letter of Credit for the benefit of creditors to which the Company or the applicable Letter of Credit Subsidiary is obligated in respect of obligations for borrowed money.
(b) [Intentionally Deleted.]
(c) Letter of Credit Draws are Loans under this Agreement. ----------------------------------------------------- Company and each Bank agree that any draws under any Letters of Credit shall constitute Loans under this Agreement for all purposes. Without limiting the foregoing, (i) all draws under any Letter of Credit shall bear interest and be repaid as willLoans outstanding under this Agreement, when added to the amount of the Revolving Loans then outstanding, aggregate more than the Aggregate Revolving Loan Commitment (or such lesser amount as the Borrowers are entitled to borrow hereunder at such time by reason of the limitation of the Borrowing Base or otherwise); and (ii) no Standby if, at the time any draw is made under any Letter of Credit, an Event of Default has occurred or the Maturity Date has passed or the Loans have been accelerated or are otherwise due and payable, such draw under such Letter of Credit shall be for a term longer than one year; immediately due and (iii) no Standby Letters of Credit shall be required to be issued when any Event of Default or Potential Default existspayable in full. The Borrowers shall request a Standby Letter of Credit by delivering a completed letter of credit application to the Administrative Agent on such form as may be specified Promptly upon being notified by the Administrative Agent not less than three Business Days prior to (after Agent has received notice from the date specified by the Borrowers as the date the Standby Letter of Credit is to be issued. The standard form of the Administrative Agent's letter of credit application as currently in effect shall be used. The Administrative Agent shall notify the Banks promptly after the issuance of Issuing Bank) that a draw has occurred under any Standby Letter of Credit and will provide the Banks copies of the periodic Borrowing Base Certificates showing the current balance of outstanding Standby Letters of Credit, as delivered by the Borrowers to the Administrative Agent. Standby Letters of Credit fees will be equal to the Applicable Margin for LIBO Rate Loans on an annual basis, calculated on the basis of the days actually elapsed in a year of 360 days (paid to the Administrative Agent for distribution to the Banks) plus a Fronting Fee of 0.125% per year to be paid to the Fronting Bank for its own account. Such Fees will be calculated based on the aggregate stated amount for each Letter of Credit, and will be due quarterly in arrears, commencing on the last Business Day of the calendar quarter in which the Standby Letter of Credit is issued. If any obligation of the Borrowers to pay money in connection with any Standby Letter of Credit is not met when requested by the Administrative Agent as permitted by the applicable letter of credit application and the reimbursement agreement contained therein, the amount due shall be funded automatically by a Revolving Loan which Loan shall be made without regard to any minimum borrowing requirement, condition precedent herein, or Event of Default hereunder which would otherwise entitle any Bank or the Banks not to provide such Revolving Loan, and each Bank shall make its proportionate share reimburse the Agent, for the benefit of the Issuing Bank, for that Bank's Pro Rata Share of such Revolving Loan. Any obligation of the Borrowers to pay money in connection with any Standby Letter of Credit or the application therefor shall be deemed secured as if made as a Loan hereunder. In the event the Borrowers shall terminate the Aggregate Revolving Loan Commitment as provided in Section and shall pay the outstanding principal amount of the Revolving Loans in full and with interest or the Revolving Loan Termination Date shall occur at a time when one or more Standby Letters of Credit remain outstanding, then the Borrowers shall furnish to the Administrative Agent within two Business Days such amount of cash, to be held as cash collateral and invested in certificates of deposit of the Administrative Agent with interest payable to the Borrowers, as will pay the maximum amount which may be drawn by beneficiaries of Standby Letters of Credit outstanding at the date of such termination or the Revolving Loan Termination Date, as applicabledraw.
Appears in 1 contract
Samples: Revolving Credit Agreement (Standard Pacific Corp /De/)
Standby Letters of Credit. The Administrative Agent, under (a) Section 2.6(a) of the Loan Agreement is amended and restated to read as follows:
(a) Subject to the terms and subject conditions hereof, at any time and from time to time from the Closing Date to the conditions earlier of this Agreement60 days from the Effective Date or June 29, on behalf of itself and each other 1998, the Issuing Bank in the same proportions as each Bank's Revolving Loan Commitment bears to the Aggregate Revolving Loan Commitment, shall provide issue such Standby Letters of Credit as a Responsible Official of a Borrower on behalf of the Borrowers may request by a Request for Standby Letter of Credit; provided that, upon giving effect to the Borrowerssuch Standby Letter of Credit, from time to time prior to the Revolving Loan Termination Date, as requested by the Borrowers, provided that (i) the aggregate Total Outstanding shall not exceed $15,000,000, (ii) the issuance of the Standby Letter of Credit shall not result in an amount of which exceeds the Line B Availability and (iii) the Outstanding Standby Letters of Credit outstanding at any one time shall not exceed $3,000,000 the Maximum Standby Letter of Credit Amount. If any Standby Letter of Credit is canceled or otherwise expires or terminates without it being drawn upon, such lesser amountcancellation, if any, as will, when added expiration or termination shall not effect a permanent reduction of the Line B Availability pursuant to Section 2.2(a) by the amount of such Standby Letter of Credit, but instead such amount may be reborrowed. Unless the Revolving Loans then outstandingRequisite Banks otherwise consent in writing, aggregate more than the Aggregate Revolving Loan Commitment (term of any Standby Letter of Credit shall not exceed the earlier of 60 days from the Effective Date or such lesser amount June 30, 1998. If, as the Borrowers are entitled to borrow hereunder at such time by reason of the limitation immediately preceding date, or upon any earlier termination or acceleration of the Borrowing Base Commitment and any Loans thereunder, there exist any Outstanding Standby Letters of Credit, Borrowers shall provide to Agent a standby letter of credit issued by a bank satisfactory to the Requisite Banks, in form and substance satisfactory to the Requisite Banks, in favor of the Banks in a face amount equal to Outstanding Standby Letters of Credit on that date, or otherwise); (ii) no shall make other provisions satisfactory to the Requisite Banks for the collateralization or settlement of such Outstanding Standby Letters of Credit. No Standby Letter of Credit shall be for a term longer than one year; and (iii) no Standby Letters issued except in the ordinary course of Credit shall be required business of Borrowers or their Subsidiaries. Unless otherwise agreed to be issued when any Event of Default or Potential Default exists. The Borrowers shall request a Standby Letter of Credit by delivering a completed letter of credit application to the Administrative Agent on such form as may be specified by the Administrative Agent not less than three Business Days prior to Requisite Banks, the date specified by the Borrowers as the date the Standby Letter of Credit is to be issued. The standard form of the Administrative Agent's letter of credit application as currently in effect shall be used. The Administrative Agent shall notify the Banks promptly after the issuance face amount of any Standby Letter of Credit and will provide the Banks copies of the periodic Borrowing Base Certificates showing the current balance of outstanding Standby Letters of Credit, as delivered by the Borrowers to the Administrative Agent. Standby Letters of Credit fees will shall not be equal to the Applicable Margin for LIBO Rate Loans on an annual basis, calculated on the basis of the days actually elapsed in a year of 360 days (paid to the Administrative Agent for distribution to the Banks) plus a Fronting Fee of 0.125% per year to be paid to the Fronting Bank for its own account. Such Fees will be calculated based on the aggregate stated amount for each Letter of Credit, and will be due quarterly in arrears, commencing on the last Business Day of the calendar quarter in which the Standby Letter of Credit is issued. If any obligation of the Borrowers to pay money in connection with any Standby Letter of Credit is not met when requested by the Administrative Agent as permitted by the applicable letter of credit application and the reimbursement agreement contained therein, the amount due shall be funded automatically by a Revolving Loan which Loan shall be made without regard to any minimum borrowing requirement, condition precedent herein, or Event of Default hereunder which would otherwise entitle any Bank or the Banks not to provide such Revolving Loan, and each Bank shall make its proportionate share of such Revolving Loan. Any obligation of the Borrowers to pay money in connection with any Standby Letter of Credit or the application therefor shall be deemed secured as if made as a Loan hereunder. In the event the Borrowers shall terminate the Aggregate Revolving Loan Commitment as provided in Section and shall pay the outstanding principal amount of the Revolving Loans in full and with interest or the Revolving Loan Termination Date shall occur at a time when one or more Standby Letters of Credit remain outstanding, then the Borrowers shall furnish to the Administrative Agent within two Business Days such amount of cash, to be held as cash collateral and invested in certificates of deposit of the Administrative Agent with interest payable to the Borrowers, as will pay the maximum amount which may be drawn by beneficiaries of Standby Letters of Credit outstanding at the date of such termination or the Revolving Loan Termination Date, as applicableless than $250,000."
Appears in 1 contract
Samples: Loan Agreement (Sports Club Co Inc)
Standby Letters of Credit. The Administrative Agent, under Sections 2.6(a) and 2.6(e) of the Loan Agreement are amended and restated to read as follows:
(a) Subject to the terms and subject conditions hereof, at any time and from time to time from the conditions of this AgreementClosing Date through the Banking Day immediately preceding July 1, on behalf of itself and each other 1998, the Issuing Bank in the same proportions as each Bank's Revolving Loan Commitment bears to the Aggregate Revolving Loan Commitment, shall provide issue such Standby Letters of Credit as a Responsible Official of a Borrower on behalf of the Borrowers may request by a Request for Standby Letter of Credit; provided that, upon giving effect to the Borrowerssuch Standby Letter of Credit, from time to time prior to the Revolving Loan Termination Date, as requested by the Borrowers, provided that (i) the aggregate amount of Total Outstanding shall not exceed $15,000,000, (ii) Line B Availability shall not exceed $13,000,000 and (iii) Outstanding Standby Letters of Credit outstanding at any one time shall not exceed $3,000,000 the Maximum Standby Letter of Credit Amount. If any Standby Letter of Credit is canceled or such lesser amountotherwise expires or terminates without it being drawn upon, if any, as will, when added to Line B Availability shall not be permanently reduced by the amount of such Standby Letter of Credit, but instead such amount may be reborrowed. Unless the Revolving Loans then outstandingRequisite Banks otherwise consent in writing, aggregate more than the Aggregate Revolving Loan Commitment (term of any Standby Letter of Credit shall not exceed the Line B Maturity Date. If on the Line B Maturity Date, or such lesser amount as the Borrowers are entitled to borrow hereunder at such time by reason upon any earlier termination or acceleration of the limitation Commitment and any Loans thereunder, there exist any Outstanding Standby Letters of Credit, Borrowers shall provide to Agent a standby letter of credit issued by a bank satisfactory to the Requisite Banks, in form and substance satisfactory to the Requisite Banks, in favor of the Borrowing Base Banks in a face amount equal to Outstanding Standby Letters of Credit on that date, or otherwise); (ii) no shall make other provisions satisfactory to the Requisite Banks for the collateralization or settlement of such Outstanding Standby Letters of Credit. No Standby Letter of Credit shall be for a term longer than one year; and (iii) no Standby Letters issued except in the ordinary course of Credit shall be required business of Borrowers or their Subsidiaries. Unless otherwise agreed to be issued when any Event of Default or Potential Default exists. The Borrowers shall request a Standby Letter of Credit by delivering a completed letter of credit application to the Administrative Agent on such form as may be specified by the Administrative Agent not less than three Business Days prior to Requisite Banks, the date specified by the Borrowers as the date the Standby Letter of Credit is to be issued. The standard form of the Administrative Agent's letter of credit application as currently in effect shall be used. The Administrative Agent shall notify the Banks promptly after the issuance face amount of any Standby Letter of Credit and will provide the Banks copies of the periodic Borrowing Base Certificates showing the current balance of outstanding Standby Letters of Credit, as delivered by the Borrowers shall not be less than $250,000."
(e) At all times prior to the Administrative Agent. Standby Letters Line A Maturity Date, if Borrowers fail to make any payment required by Section 2.6(d), Agent may, but is not required to, without notice to or the consent of Credit fees will be Borrowers, make Line B Loans under the Commitment in an aggregate amount equal to the Applicable Margin for LIBO Rate Loans on an annual basis, calculated amount paid by Issuing Bank on the basis of the days actually elapsed in a year of 360 days (paid to the Administrative Agent for distribution to the Banks) plus a Fronting Fee of 0.125% per year to be paid to the Fronting Bank for its own account. Such Fees will be calculated based on the aggregate stated amount for each relevant Standby Letter of Credit, whether or not the same would cause the Line B Commitment to exceed $13,000,000, and, for this purpose, the conditions precedent set forth in Article 8 and will the amount limitations set forth in Section 2.1(d) shall not apply. The proceeds of such Line B Loans shall be due quarterly in arrears, commencing on retained by Issuing Bank to reimburse it for the last Business Day of the calendar quarter in which payment made by it under the Standby Letter of Credit is issued. If any obligation of the Borrowers to pay money in connection with any Standby Letter of Credit is not met when requested by the Administrative Agent as permitted by the applicable letter of credit application and the reimbursement agreement contained therein, the amount due shall be funded automatically by a Revolving Loan which Loan shall be made without regard to any minimum borrowing requirement, condition precedent herein, or Event of Default hereunder which would otherwise entitle any Bank or the Banks not to provide such Revolving Loan, and each Bank shall make its proportionate share of such Revolving Loan. Any obligation of the Borrowers to pay money in connection with any Standby Letter of Credit or the application therefor shall be deemed secured as if made as a Loan hereunder. In the event the Borrowers shall terminate the Aggregate Revolving Loan Commitment as provided in Section and shall pay the outstanding principal amount of the Revolving Loans in full and with interest or the Revolving Loan Termination Date shall occur at a time when one or more Standby Letters of Credit remain outstanding, then the Borrowers shall furnish to the Administrative Agent within two Business Days such amount of cash, to be held as cash collateral and invested in certificates of deposit of the Administrative Agent with interest payable to the Borrowers, as will pay the maximum amount which may be drawn by beneficiaries of Standby Letters of Credit outstanding at the date of such termination or the Revolving Loan Termination Date, as applicableCredit."
Appears in 1 contract
Samples: Loan Agreement (Sports Club Co Inc)
Standby Letters of Credit. The Administrative Agent, under the terms and subject to the conditions of this Agreement, on behalf of itself and each other Bank in the same proportions as each Bank's Revolving Loan Commitment bears to the Aggregate Revolving Loan Commitment, shall provide Standby Letters of Credit to the Borrowers, Borrowers from time to time prior to the Revolving Loan Termination Date, as requested by the Borrowers, provided that (i) the aggregate amount of Standby Letters of Credit outstanding at any one time shall not exceed $3,000,000 or such lesser amount, if any, as will, when added to the amount of the Revolving Loans then outstanding, aggregate more than the Aggregate Revolving Loan Commitment (or such lesser amount as the Borrowers are entitled to borrow hereunder at such time by reason of the limitation of the Borrowing Base or otherwise); (ii) no Standby Letter of Credit shall be for a term longer than one year; and (iii) no Standby Letters Letter of Credit shall be required to be issued when any Event of Default or Potential Default exists. The Borrowers shall request a Standby Letter of Credit by delivering a completed letter of credit application to the Administrative Agent on such form as may be specified by the Administrative Agent not less than three Business Days prior to the date specified by the Borrowers as the date the Standby Letter of Credit is to be issued. The standard form of the Administrative Agent's letter of credit application as currently in effect shall be used. The Administrative Agent shall notify the Banks promptly after the issuance of any Standby Letter of Credit and will provide the Banks copies of the periodic Borrowing Base Certificates showing the current balance of outstanding Standby Letters of Credit, Credit as delivered by the Borrowers to the Administrative Agent. Standby Letters Letter of Credit fees will be equal to the Applicable Margin for LIBO Rate Loans on an annual basis, calculated on the basis of the days actually elapsed in a year of 360 days (paid to the Administrative Agent for distribution to the Banks) plus a Fronting Fee fronting fee of 0.125% per year to be paid to the Fronting Bank for its own account. Such Fees fees will be calculated based on the aggregate stated amount for each Standby Letter of Credit, Credit and will be due quarterly in arrears, commencing on the last Business Day of the calendar quarter in which the such Standby Letter of Credit is issued. If any obligation of the Borrowers to pay money in connection with any Standby Letter of Credit is not met when requested by the Administrative Agent as permitted by the applicable letter of credit application and the reimbursement agreement contained therein, the amount due shall be funded automatically by a Revolving Loan which Loan shall be made without regard to any minimum borrowing requirement, condition precedent herein, or Event of Default hereunder which would otherwise entitle any Bank or the Banks not to provide such Revolving Loan, and each Bank shall make its proportionate share of such Revolving Loan. Any obligation of the Borrowers to pay money in connection with any Standby Letter of Credit or the application therefor shall be deemed secured as if made as a Loan hereunder. In the event the Borrowers shall terminate the Aggregate Revolving Loan Commitment as provided in Section 2.6 and shall pay the outstanding principal amount of the Revolving Loans in full and with interest or the Revolving Loan Termination Date shall occur at a time when one or more Standby Letters of Credit remain outstanding, then the Borrowers shall furnish to the Administrative Agent within two Business Days such amount of cash, to be held as cash collateral and invested in certificates of deposit of the Administrative Agent with interest payable to the Borrowers, as will pay the maximum amount which may be drawn by beneficiaries of Standby Letters of Credit outstanding at the date of such termination or the Revolving Loan Termination Date, as applicable.
Appears in 1 contract
Standby Letters of Credit. The Administrative Agent, under (a) Subject to the terms and subject conditions hereof, Agent shall (a) from time to time during the conditions Term issue or cause the L/C Issuer to issue Standby Letters of this AgreementCredit for the account of Borrower; provided, on behalf of itself and each other Bank in the same proportions as each Bank's Revolving Loan Commitment bears however, that Agent will not be required to the Aggregate Revolving Loan Commitment, shall provide issue or to cause to be issued any Standby Letters of Credit to the Borrowers, from time to time prior to extent that the Revolving Loan Termination Date, as requested by the Borrowers, provided that (i) the aggregate amount issuance of such Standby Letters of Credit outstanding at any one time shall not exceed $3,000,000 or such lesser amount, if any, as will, when added to would then cause the amount sum of the Revolving Loans then outstanding, aggregate more than outstanding Advances to exceed the Aggregate Revolving Loan Commitment lesser of (or such lesser amount as i) Availability minus the Borrowers are entitled to borrow hereunder at such time by reason outstanding Letter of Credit Obligations (with the limitation of the Borrowing Base or otherwise); (ii) no requested Standby Letter of Credit being deemed to be outstanding for the purposes of this calculation) or (ii) the Facility Cap. The maximum amount of outstanding Standby Letters of Credit shall be for a term longer than one year; and not exceed Five Million Dollars (iii$5,000,000) no in the aggregate at any time. Each disbursement or payment by the L/C Issuer or Agent of an amount drawn under Standby Letters of Credit shall be required deemed to be issued when any Event an Advance and shall bear interest at the Applicable Rate for Revolving Notes. Standby Letters of Default Credit that have not been drawn upon shall not bear interest.
(b) Borrower may from time to time upon notice not later than 11:00 a.m., New York City time, at least three (3) Business Days in advance, request Agent to assist Borrower in establishing or Potential Default exists. The Borrowers shall request opening a Standby Letter of Credit by delivering a completed to Agent at the Payment Office, the L/C Issuer's standard form of standby letter of credit application (the "STANDBY LETTER OF CREDIT APPLICATION") completed to the Administrative satisfaction of the L/C Issuer, and such other certificates, documents and other papers and information as Agent on such form as or L/C Issuer may be specified by the Administrative Agent not less than three Business Days prior to the date specified by the Borrowers as the date the reasonably request.
(c) Each Standby Letter of Credit is to be issued. The standard form shall, among other things, (i) provide for the payment of sight drafts when presented for honor thereunder in accordance with the terms thereof and when accompanied by the documents described therein and (ii) have an expiry date not later than twelve (12) months after such Standby Letter of Credit's date of issuance and in no event later than the last day of the Administrative Agent's letter Term. Each Standby Letter of credit application as currently in effect Credit Application and each Standby Letter of Credit shall be usedsubject to the Uniform Customs and Practice for Documentary Credits (1993 Revision), International Chamber of Commerce Publication No. The Administrative Agent shall notify the Banks promptly after 500, and any amendments or revision thereof.
(d) In connection with the issuance of any Standby Letter of Credit and will provide the Banks copies of the periodic Borrowing Base Certificates showing the current balance of outstanding Standby Letters of Credit, as delivered Borrower shall indemnify, save and hold Agent, each Lender and each L/C Issuer harmless from any loss, cost, expense or liability, including, without limitation, payments made by the Borrowers to the Administrative Agent. Standby Letters of Credit fees will be equal to the Applicable Margin for LIBO Rate Loans on an annual basis, calculated on the basis of the days actually elapsed in a year of 360 days (paid to the Administrative Agent for distribution to the Banks) plus a Fronting Fee of 0.125% per year to be paid to the Fronting Bank for its own account. Such Fees will be calculated based on the aggregate stated amount for each Letter of Creditany Lender or any L/C Issuer, and will be due quarterly in arrearsreasonable expenses and reasonable attorneys' fees incurred by Agent, commencing on the last Business Day of the calendar quarter in which the Standby Letter of Credit is issued. If any obligation of the Borrowers to pay money Lender or any L/C Issuer arising out of, or in connection with with, any Standby Letter of Credit is not met when requested to be issued for the account of Borrower, except as such loss, cost, expense or liability results from such Person's gross negligence, bad faith or willful misconduct. Borrower shall be bound by the Administrative L/C Issuer's regulations and good faith interpretations of any Standby Letter of Credit issued or created for Borrower's account, although this interpretation may be different from Borrower's own; and, neither Agent as permitted by the applicable letter nor any Lender, any L/C Issuer, nor any of credit application and the reimbursement agreement contained therein, the amount due its correspondents shall be funded automatically by a Revolving Loan which Loan shall be made without regard to liable for any minimum borrowing requirementerror, condition precedent hereinnegligence, or Event mistakes, whether of Default hereunder which would otherwise entitle any Bank omission or the Banks not to provide such Revolving Loancommission, and each Bank shall make its proportionate share of such Revolving Loan. Any obligation of the Borrowers to pay money in connection with following Borrower's instructions or those contained in any Standby Letter of Credit or of any modifications, amendments or supplements thereto or in issuing or paying any Standby Letter of Credit, except for Agent's, any Lender's, such L/C Issuer's or such correspondents' gross negligence or willful misconduct.
(e) Borrower shall authorize and direct the application therefor shall be deemed secured L/C Issuer to name Borrower as if made as a Loan hereunder. In the event "Account Party" therein and to deliver to Agent all instruments, documents, and other writings and property received by the Borrowers shall terminate L/C Issuer pursuant to the Aggregate Revolving Loan Commitment as provided in Section and shall pay the outstanding principal amount of the Revolving Loans in full and with interest or the Revolving Loan Termination Date shall occur at a time when one or more Standby Letters of Credit remain outstandingand to accept and rely upon Agent's instructions and agreements with respect to all matters arising in connection with the Standby Letters of Credit and the applications therefor.
(f) Each Revolving Lender shall to the extent of its Pro Rata Share of the aggregate amount of all disbursements made with respect to the Standby Letters of Credit be deemed to have irrevocably purchased an undivided participation in each Advance made as a consequence of such disbursement. If at the time a disbursement is made the unpaid balance of Advances exceeds or would exceed, with the making of such disbursement, the maximum amounts permitted under this Agreement and if such disbursement is not reimbursed by Borrower within two (2) Business Days, then Agent shall promptly notify each Revolving Lender, and upon Agent's demand each Revolving Lender shall pay to Agent such Revolving Lender's Pro Rata Share of such unreimbursed disbursement together with such Revolving Lender's Pro Rata Share of Agent's unreimbursed costs and expenses relating to such unreimbursed disbursement. Upon receipt by Agent of a repayment from Borrower of any amount disbursed by Agent for which Agent had already been reimbursed by the Borrowers Lenders, Agent shall furnish deliver to each of the Administrative Revolving Lenders that Revolving Lender's Pro Rata Share of such repayment. Each Revolving Lender's participation commitment shall continue until the last to occur of any of the following events: (A) Agent within two Business Days such amount of cash, ceases to be held as cash collateral and invested in certificates of deposit of obligated to issue or to cause the Administrative Agent with interest payable to the Borrowers, as will pay the maximum amount which may be drawn by beneficiaries issuance of Standby Letters of Credit hereunder; (B) no Standby Letter of Credit issued hereunder remains outstanding and uncancelled; or (C) all Persons (other than Borrower) have been fully reimbursed for all payments made under or relating to Standby Letters of Credit.
(g) The obligations of a Revolving Lender to make payments to the Agent for the account of the Agent or the L/C Issuer with respect to a Standby Letter of Credit shall be irrevocable, without any qualification or exception whatsoever and shall be made in accordance with the terms and conditions of this Agreement under all circumstances, including, without limitation, any of the following circumstances:
(i) any lack of validity or enforceability of this Agreement or any of the Loan Documents;
(ii) the existence of any claim, setoff, defense or other right that Borrower may have at the date any time against a beneficiary named in such Standby Letter of Credit or any transferee of such termination Standby Letter of Credit (or any Person for which any such transferee may be acting), the Revolving Agent, L/C Issuer, any Lender, or any other person, whether in connection with this Agreement, such Standby Letter of Credit, the transactions contemplated herein or any related transactions (including any underlying transactions between Borrower or any other party and the beneficiary named in such Standby Letter of Credit);
(iii) any draft, certificate or any other document presented under such Standby Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect;
(iv) the surrender or impairment of any security for the performance or observance of any of the terms of this Agreement or any of the Loan Termination DateDocuments;
(v) any failure by the Agent to provide any notices required pursuant to this Agreement relating to such Standby Letter of Credit;
(vi) any payment by the L/C Issuer under any of the Standby Letters of Credit against presentation of a draft or certificate which does not comply with the terms of such Standby Letter of Credit (if, in the good faith opinion of the L/C Issuer, such prepayment is deemed to be appropriate); or
(vii) the occurrence and continuation of any Default or Event of Default; provided, however, that after paying in full its reimbursement obligation hereunder, nothing herein shall adversely affect the right of Borrower or any Lender, as applicablethe case may be, to commence any proceeding against such L/C Issuer for any wrongful disbursement made by such L/C Issuer under a Standby Letter of Credit as a result of acts or omissions constituting gross negligence or willful misconduct on the part of such L/C issuer.
Appears in 1 contract
Samples: Revolving Credit, Term Loan and Security Agreement (Acorn Products Inc)
Standby Letters of Credit. The Administrative Agent, At any time that ADESA is entitled to an Advance under the terms and subject Line of Credit, the Agent shall, upon the application of ADESA, issue for the account of ADESA, a standby letter of credit (any such letter of credit being referred to in this Agreement as an "L/C") in an amount not in excess of the conditions maximum Advance that ADESA would then be entitled to obtain under the Line of this Agreement, on behalf of itself and each other Bank in the same proportions as each Bank's Revolving Loan Commitment bears to the Aggregate Revolving Loan Commitment, shall provide Standby Letters of Credit to the Borrowers, from time to time prior to the Revolving Loan Termination Date, as requested by the BorrowersCredit, provided that (i) the aggregate total amount of Standby Letters of Credit L/C's which are outstanding at any one time shall not exceed $3,000,000 or such lesser amount2,000,000, if any, as will, when added to the amount of the Revolving Loans then outstanding, aggregate more than the Aggregate Revolving Loan Commitment (or such lesser amount as the Borrowers are entitled to borrow hereunder at such time by reason of the limitation of the Borrowing Base or otherwise); (ii) no Standby Letter of Credit shall be for a term longer than one year; and (iii) no Standby Letters of Credit shall be required to be issued when any Event of Default or Potential Default exists. The Borrowers shall request a Standby Letter of Credit by delivering a completed letter of credit application to the Administrative Agent on such form as may be specified by the Administrative Agent not less than three Business Days prior to the date specified by the Borrowers as the date the Standby Letter of Credit is to be issued. The standard form of the Administrative Agent's letter of credit application as currently in effect shall be used. The Administrative Agent shall notify the Banks promptly after the issuance of any Standby Letter L/C with a maturity date beyond the Maturity Date shall be entirely at the discretion of Credit the Banks, (iii) the purpose of each L/C shall be to secure to a customer of ADESA or a Subsidiary, payment for or return of vehicles and certificates of title or certificates of origin to vehicles delivered to ADESA or a Subsidiary for sale at auction in the ordinary course of business of ADESA and its Subsidiaries, (iv) the form of the requested L/C shall be satisfactory to the Agent in the reasonable exercise of the Agent's discretion, and (v) ADESA shall have executed an application and reimbursement agreement for the L/C (a "Reimbursement Agreement") in the Agent's standard form, a copy of the current version of which is attached as Exhibit "E". Each Bank shall purchase a risk participation in each L/C issued equal to its pro rata portion of the face amount of the L/C and agrees to remit to the Agent, in funds available for immediate use by the Agent in Indianapolis, Indiana, its pro rata portion of each payment made by the Agent on an L/C, promptly upon receipt of notice from the Agent of such payment. The Agent shall promptly remit to each Bank it pro rata portion of all applicable fees and reimbursements received by the Agent from ADESA. ADESA will provide pay the Agent a commission for each standby L/C issued, calculated at the L/C Commission Rate then in effect on the maximum amount available to be drawn under the standby L/C, which commission shall be shared pro rata with the Banks copies of the periodic Borrowing Base Certificates showing the current balance of outstanding Standby Letters of Credit, as delivered by the Borrowers to the Administrative Agentless a .125% Agent fee. Standby Letters of Credit fees will be equal to the Applicable Margin for LIBO Rate Loans on an annual basis, calculated on the basis of the days actually elapsed in a year of 360 days (paid to the Administrative Agent for distribution to the Banks) plus a Fronting Fee of 0.125% per year to be paid to the Fronting Bank for its own account. Such Fees will be calculated based on the aggregate stated amount for each Letter of Credit, and will be due quarterly in arrears, commencing on the last Business Day of the calendar quarter in which the Standby Letter of Credit is issued. If any obligation of the Borrowers to pay money in connection with any Standby Letter of Credit is not met when requested by the Administrative Agent as permitted by the applicable letter of credit application and the reimbursement agreement contained therein, the amount due shall be funded automatically by a Revolving Loan which Loan shall be made without regard to any minimum borrowing requirement, condition precedent herein, or Event of Default hereunder which would otherwise entitle any Bank or the Banks not to provide such Revolving Loan, and each Bank shall make its proportionate share of such Revolving Loan. Any obligation of the Borrowers to pay money in connection with any Standby Letter of Credit or the application therefor shall be deemed secured as if made as a Loan hereunder. In the event the Borrowers shall terminate the Aggregate Revolving Loan Commitment as provided in Section and ADESA shall pay the outstanding principal amount Agent's standard transaction fees with respect to any transactions occurring in respect of any L/C's. Transaction fees shall belong solely to the Agent. Commissions shall be payable when the related L/C's are issued and transaction fees shall be payable upon completion of the Revolving Loans in full transaction as to which they are charged. All such commissions and with interest or the Revolving Loan Termination Date shall occur at a time when one or more Standby Letters of Credit remain outstanding, then the Borrowers shall furnish to the Administrative Agent within two Business Days such amount of cash, to be held as cash collateral and invested in certificates of deposit of the Administrative Agent with interest payable to the Borrowers, as will pay the maximum amount which fees may be drawn debited by beneficiaries the Agent to any deposit account of Standby Letters of Credit outstanding at ADESA carried with the date of such termination or the Revolving Loan Termination DateAgent without further authority, as applicableand in any event, shall be paid by ADESA within ten (10) days following billing.
Appears in 1 contract
Standby Letters of Credit. The Administrative Agent, under (a) Subject to the terms and subject to the conditions of this Agreementhereof, on behalf of itself at any time and each other Bank in the same proportions as each Bank's Revolving Loan Commitment bears to the Aggregate Revolving Loan Commitment, shall provide Standby Letters of Credit to the Borrowers, from time to time from the Closing Date through the day prior to the Revolving Loan Termination Maturity Date, the Issuing Lender shall issue such Domestic Letters of Credit as requested the Domestic Borrowers may request by the Borrowersa Request for Letter of Credit; PROVIDED that, provided that giving effect to such Domestic Letter of Credit:
(i) the sum of the Domestic Loans to that Domestic Borrower PLUS the aggregate effective face amount of Standby all Domestic Letters of Credit issued for the account of that Domestic Borrower shall not exceed the Domestic Borrowing Base for that Domestic Borrower;
(ii) the sum of the then-outstanding at any one time principal Indebtedness evidenced by all of the Notes PLUS the aggregate effective face amounts of all of the Letters of Credit then outstanding shall not exceed the Credit Limit; and
(iii) the aggregate effective face amount of all Letters of Credit then outstanding (including Letters of Credit issued in Canadian Dollars, BPS or other currencies as provided below) shall not exceed $3,000,000 or such lesser amount, if any, as will, when added 60,000,000. Subject to the amount terms and conditions herein, at the request of the Revolving Loans then outstanding, aggregate more than Domestic Borrowers the Aggregate Revolving Loan Commitment (or such lesser amount as the Borrowers are entitled to borrow hereunder at such time by reason of the limitation of the Borrowing Base or otherwise); (ii) no Standby Letter Issuing Lender shall issue Domestic Letters of Credit shall be for a term longer than one year; and (iii) no Standby denominated in BPS, PROVIDED that the currency risk associated with such Letters of Credit shall be required subject to be issued when any Event of Default or Potential Default exists. The Borrowers shall request a Standby Letter of Credit by delivering a completed letter of credit application currency hedging agreements acceptable to the Administrative Agent on providing protection against fluctuations in the exchange rates for BPS and Dollars for the term of each such form as may be specified by Letter of Credit.
(b) Subject to the Administrative Agent not less than three Business Days terms and conditions hereof, at any time and from time to time from the Closing Date through the day prior to the date specified by Maturity Date, the Borrowers as the date the Standby Letter of Credit is to be issued. The standard form of the Administrative Agent's letter of credit application as currently in effect Issuing Lender shall be used. The Administrative Agent shall notify the Banks promptly after the issuance of any Standby Letter of Credit and will provide the Banks copies of the periodic Borrowing Base Certificates showing the current balance of outstanding Standby Letters of Credit, as delivered by the Borrowers to the Administrative Agent. Standby issue such UK Letters of Credit fees will be equal to the Applicable Margin denominated in BPS as LEP UK may request by a Request for LIBO Rate Loans on an annual basis, calculated on the basis of the days actually elapsed in a year of 360 days (paid to the Administrative Agent for distribution to the Banks) plus a Fronting Fee of 0.125% per year to be paid to the Fronting Bank for its own account. Such Fees will be calculated based on the aggregate stated amount for each Letter of Credit; PROVIDED that, and will be due quarterly in arrears, commencing on giving effect to such UK Letter of Credit:
(i) the last Business Day sum of the calendar quarter in which the Standby Letter of Credit is issued. If any obligation of the Borrowers to pay money in connection with any Standby Letter of Credit is not met when requested then-outstanding principal Indebtedness evidenced by the Administrative Agent as permitted by UK Note PLUS the applicable letter aggregate effective base amounts of credit application and the reimbursement agreement contained therein, the amount due shall be funded automatically by a Revolving Loan which Loan shall be made without regard to any minimum borrowing requirement, condition precedent herein, or Event of Default hereunder which would otherwise entitle any Bank or the Banks not to provide such Revolving Loan, and each Bank shall make its proportionate share of such Revolving Loan. Any obligation of the Borrowers to pay money in connection with any Standby Letter of Credit or the application therefor shall be deemed secured as if made as a Loan hereunder. In the event the Borrowers shall terminate the Aggregate Revolving Loan Commitment as provided in Section and shall pay the outstanding principal amount of the Revolving Loans in full and with interest or the Revolving Loan Termination Date shall occur at a time when one or more Standby all UK Letters of Credit remain outstanding, then outstanding shall not exceed the Borrowers shall furnish to LESSER of (i) the Administrative Agent within two Business Days such amount of cash, to be held as cash collateral then-applicable UK Commitment and invested in certificates of deposit (ii) the UK Borrowing Base;
(ii) the sum of the Administrative Agent with interest payable to then-outstanding principal Indebtedness evidenced by all of the Borrowers, as will pay Notes PLUS the maximum amount which may be drawn by beneficiaries aggregate effective face amounts of Standby all of the Letters of Credit then outstanding at shall not exceed the date of such termination or the Revolving Loan Termination Date, as applicable.Credit Limit; and
Appears in 1 contract
Samples: Loan Agreement (Bekins Co /New/)
Standby Letters of Credit. The Administrative Agent, under (a) Subject to the terms and subject conditions hereof, at any time and from time to time from the conditions of this AgreementClosing Date through the Banking Day immediately preceding May 31, on behalf of itself and each 2001 or other applicable Maturity Date, the Issuing Bank in the same proportions as each Bank's Revolving Loan Commitment bears to the Aggregate Revolving Loan Commitment, shall provide issue such Standby Letters of Credit as a Responsible Official of a Borrower on behalf of Borrowers may request by a Request for Standby Letter of Credit; provided that, upon giving effect to the Borrowerssuch Standby Letter of Credit, from time to time prior to the Revolving Loan Termination Date, as requested by the Borrowers, provided that (i) the aggregate amount of Total Outstanding shall not exceed $20,000,000 and (ii) Outstanding Standby Letters of Credit outstanding at any one time shall not exceed $3,000,000 or such lesser amountthe Maximum Standby Letter of Credit Amount. Unless the Requisite Banks otherwise consent in writing, if anythe term of any Standby Letter of Credit shall not exceed the Maturity Date. If on the Maturity Date, as willthere exist any Outstanding Standby Letters of Credit, when added Borrowers shall provide to Agent a standby letter of credit issued by a bank satisfactory to the Requisite Banks, in form and substance satisfactory to the Requisite Banks, in favor of Banks in a face amount equal to the Outstanding Standby Letters of Credit on that date, or shall make other provisions satisfactory to the Revolving Loans then outstanding, aggregate more than Requisite Banks for the Aggregate Revolving Loan Commitment (collateralization or settlement of such lesser amount as the Borrowers are entitled to borrow hereunder at such time by reason Outstanding Standby Letters of the limitation of the Borrowing Base or otherwise); (ii) no Credit. No Standby Letter of Credit shall be issued except in the ordinary course of business of Borrowers or their Subsidiaries. Unless otherwise agreed to by the Requisite Banks, the face amount of any Standby Letter of Credit shall not be less than $250,000.
(b) Each Request for a term longer than one year; and (iii) no Standby Letters Letter of Credit shall be required to be issued when any Event of Default or Potential Default exists. The Borrowers shall request a Standby Letter of Credit by delivering a completed letter of credit application submitted to the Administrative Agent on such form as may be specified by the Administrative Agent Issuing Bank not less later than three Business 11:00 a.m., Los Angeles time, at least five (5) Banking Days prior to the date specified by upon which the Borrowers as the date the requested Standby Letter of Credit is to be issuedissued and Borrowers shall execute such documents and agreements relating to such Standby Letter of Credit as the Issuing Bank may reasonably require. Upon issuance of a Standby Letter of Credit, the Issuing Bank promptly shall notify Agent and Banks of the amount and terms thereof. The standard form of the Administrative Agent's letter of credit application as currently in effect shall be used. The Administrative Agent Issuing Bank shall notify Agent and Banks within ten (10) days after the Banks promptly after end of each month of all payments, reimbursements, expirations, negotiations, transfers and other activity during that month with respect to outstanding Standby Letters of Credit.
(c) Upon the issuance of a Standby Letter of Credit, each Bank shall be deemed to have purchased a pro rata participation therein from the Issuing Bank in a amount equal to that Bank's pro rata share, according to its percentage of the Commitment, of the face amount of the Standby Letter of Credit. Without limiting the scope and nature of each Bank's participation in any Standby Letter of Credit, to the extent that the Issuing Bank has not been reimbursed by Borrowers for any payment required to be made by the Issuing Bank under any Standby Letter of Credit, each Bank shall, pro rata according to its participation, reimburse the Issuing Bank promptly upon demand for the amount of such payment. The obligation of each Bank to so reimburse the Issuing Bank shall be absolute and unconditional and shall not be affected by the occurrence of any Event of Default or any other occurrence or event. Any such reimbursement shall not relieve or otherwise impair the obligation of Borrowers to reimburse the Issuing Bank for the amount of any payment made by the Issuing Bank under any Standby Letter of Credit and will provide the Banks copies of the periodic Borrowing Base Certificates showing the current balance of outstanding Standby Letters of Credit, together with interest as delivered by the hereinafter provided.
(d) Borrowers agree to pay to the Administrative Agent. Issuing Bank, at its Office designated as the address for notices pursuant to this Agreement, or at such other payment location as the Issuing Bank shall have specified in writing to Borrowers, with respect to each Standby Letters of Credit fees will be equal to the Applicable Margin for LIBO Rate Loans on an annual basis, calculated on the basis of the days actually elapsed in a year of 360 days (paid to the Administrative Agent for distribution to the Banks) plus a Fronting Fee of 0.125% per year to be paid to the Fronting Bank for its own account. Such Fees will be calculated based on the aggregate stated amount for each Letter of Credit, and will within one (1) Banking Day after demand therefor, a principal amount equal to any payment made by the Issuing Bank under that Standby Letter of Credit, together with interest on such amount from the date of any payment made by the Issuing Bank through the date of payment by Borrowers at the rate provided for in Section 3.6. The principal amount of any such payment made by Borrowers to the Issuing Bank shall be due quarterly in arrears, commencing on used to reimburse the last Business Day of Issuing Bank for the calendar quarter in which payment made by it under the Standby Letter of Credit is issuedCredit. If Each Bank that has reimbursed the Issuing Bank pursuant to Section 2.6(c) for its pro rata share of any obligation of payment made by the Borrowers to pay money in connection with any Issuing Bank under a Standby Letter of Credit thereupon shall acquire a pro rata participation, to the extent of such reimbursement, in the claim of the Issuing Bank against Borrowers under this Section 2.6(d).
(e) At all times prior to the Maturity Date, if Borrowers fail to make any payment required by Section 2.6(d), Agent may, but is not met when requested required to, without notice to or the consent of Borrowers, make Loans under the Commitment in an aggregate amount equal to the amount paid by the Administrative Agent as permitted by Issuing Bank on the applicable letter of credit application and the reimbursement agreement contained therein, the amount due shall be funded automatically by a Revolving Loan which Loan shall be made without regard to any minimum borrowing requirement, condition precedent herein, or Event of Default hereunder which would otherwise entitle any Bank or the Banks not to provide such Revolving Loan, and each Bank shall make its proportionate share of such Revolving Loan. Any obligation of the Borrowers to pay money in connection with any relevant Standby Letter of Credit Credit, whether or not the application therefor shall be deemed secured as if made as a Loan hereunder. In same would cause the event Commitment to exceed $20,000,000, and, for this purpose, the Borrowers shall terminate conditions precedent set forth in Article 8 and the Aggregate Revolving Loan Commitment as provided in Section and shall pay the outstanding principal amount of the Revolving Loans in full and with interest or the Revolving Loan Termination Date shall occur at a time when one or more Standby Letters of Credit remain outstanding, then the Borrowers shall furnish to the Administrative Agent within two Business Days such amount of cash, to be held as cash collateral and invested in certificates of deposit of the Administrative Agent with interest payable to the Borrowers, as will pay the maximum amount which may be drawn by beneficiaries of Standby Letters of Credit outstanding at the date of such termination or the Revolving Loan Termination Date, as applicable.limitations set
Appears in 1 contract
Samples: Loan Agreement (Sports Club Co Inc)
Standby Letters of Credit. The Administrative Agent, under Revolving Line shall include a ------------------------- $3 million sublimit for standby letters of credit to be issued for the terms and subject Borrower's account by the Bank ("Letters of Credit"). Notwithstanding anything herein to the conditions contrary, the outstanding principal balance of this Agreement, on behalf all Advances plus the undrawn face amount of itself and each other Bank in the same proportions as each Bank's Revolving Loan Commitment bears to the Aggregate Revolving Loan Commitment, shall provide Standby all standby Letters of Credit to issued for the BorrowersBorrower's account pursuant hereto plus amounts drawn on letters of credit and not yet reimbursed, from time to time prior to shall not exceed the Revolving Loan Termination Date, as requested by the Borrowers, provided that (i) the aggregate amount of Standby Commitment amount. Any standby Letters of Credit outstanding at any one time shall not exceed $3,000,000 or such lesser amount, if any, as will, when added to the amount of issued under the Revolving Loans then outstandingLine shall be issued on or before the Maturity Date and, aggregate more except those specifically excluded in writing by Bank, shall have a maximum expiration of 365 days from the date of issuance, but shall in no event expire later than the Aggregate Revolving Loan Commitment (or such lesser amount as date which is 90 days beyond the Borrowers are entitled to borrow hereunder at such time by reason of Maturity Date. During the limitation of the Borrowing Base or otherwise); (ii) no Standby Letter of Credit shall be for a term longer than one year; and (iii) no Standby period Borrower has outstanding Letters of Credit shall be required to be issued when Credit, Borrower agrees:
(a) that in the event of a drawing under any Event of Default or Potential Default exists. The Borrowers shall request a Standby Letter of Credit by delivering the beneficiary thereof, the Borrower shall, immediately upon the receipt of notice thereof from the Bank, reimburse the Bank in an amount equal to the amount so paid by the Bank, provided, however, that at the request of the Borrower any sum drawn under a completed letter of credit application may be deemed to constitute an Advance hereunder and added to the Administrative Agent on such form principal amount outstanding under this Agreement so long as may be specified by no Default or Event of Default then exists.
(b) if there is a Default or Event of Default under this Agreement, to immediately prepay and make the Administrative Agent not less than three Business Days prior to the date specified by the Borrowers as the date the Standby Letter of Credit is to be issued. The standard form Bank whole for any reimbursement obligations of the Administrative Agent's letter Borrower for the face amount of outstanding letters of credit application as currently provided in effect shall be used. The Administrative Agent shall notify the Banks promptly after Section 502(b)(3) hereof.
(c) the issuance of any letter of credit and any amendment to a letter of credit is subject to the Bank's written approval and must be in form and content satisfactory to the Bank and in favor of a beneficiary acceptable to the Bank.
(d) to sign the Bank's form Application and Agreement for Standby Letter of Credit.
(e) to pay any issuance and/or other fees that the Bank notifies the Borrower will be charged for issuing and processing letters of credit for the Borrower.
(f) to pay the Bank a non-refundable fee equal to 1 1/2% per annum (the "Letter of Credit and will provide the Banks copies Fee") of the periodic Borrowing Base Certificates showing the current balance outstanding undrawn amount of outstanding Standby Letters each standby letter of Creditcredit, as delivered by the Borrowers to the Administrative Agent. Standby Letters of Credit fees will be equal to the Applicable Margin for LIBO Rate Loans on an annual basis, payable quarterly in arrears and calculated on the basis of the days actually elapsed in a year of 360 days (paid to the Administrative Agent for distribution to the Banks) plus a Fronting Fee of 0.125% per year to be paid to the Fronting Bank for its own account. Such Fees will be calculated based on the aggregate stated amount for each Letter of Credit, and will be due quarterly in arrears, commencing on the last Business Day of the calendar quarter in which the Standby Letter of Credit is issued. If any obligation of the Borrowers to pay money in connection with any Standby Letter of Credit is not met when requested by the Administrative Agent as permitted by the applicable letter of credit application and the reimbursement agreement contained therein, the amount due shall be funded automatically by a Revolving Loan which Loan shall be made without regard to any minimum borrowing requirement, condition precedent herein, or Event of Default hereunder which would otherwise entitle any Bank or the Banks not to provide such Revolving Loan, and each Bank shall make its proportionate share of such Revolving Loan. Any obligation of the Borrowers to pay money in connection with any Standby Letter of Credit or the application therefor shall be deemed secured as if made as a Loan hereunder. In the event the Borrowers shall terminate the Aggregate Revolving Loan Commitment as provided in Section and shall pay the outstanding principal face amount of the Revolving Loans in full and with interest or the Revolving Loan Termination Date shall occur at a time when one or more Standby Letters of Credit remain outstanding, then the Borrowers shall furnish to the Administrative Agent within two Business Days such amount of cash, to be held as cash collateral and invested in certificates of deposit of the Administrative Agent with interest payable to the Borrowers, as will pay the maximum amount which may be drawn by beneficiaries of Standby Letters of Credit outstanding at during the date of such termination immediately preceding calendar quarter or the Revolving Loan Termination Date, as applicableportion thereof.
Appears in 1 contract
Samples: Revolving Line Agreement (Korn Ferry International)
Standby Letters of Credit. The Administrative Agent, under the terms and subject Borrower may apply to the conditions Bank for the issuance by the Bank of this Agreement, on behalf of itself and each other Bank in the same proportions as each Bank's Revolving Loan Commitment bears to the Aggregate Revolving Loan Commitment, shall provide Standby one or more Letters of Credit (individually a "Letter of Credit" and collectively the "Letters of Credit"), the aggregate maximum principal amount of such Letters of Credit not to exceed One Hundred Thousand and No/100 Dollars ($100,000.00). Upon receipt by the BorrowersBank of a duly executed application by the Borrower for a Letter of Credit on the Bank's standard form therefor, from time the Bank will accept such applications and issue one or more of its Letters of Credit, subject to time availability under the Line of Credit. The Borrower agrees to pay the Bank a fee of One Percent (1.0%) per annum for the aggregate undrawn full amount of the Letters of Credit, which fee shall be paid on or prior to the Revolving Loan Termination Dateissuance of a Letter of Credit and thereafter on or before the renewal thereof. This fee shall be additional consideration for the issuance of the Letter of Credit. The Borrower shall not be entitled to, as requested by and agrees not to seek, any refund, credit or offset for such fee whether or not any amounts are drawn under any of such Letters of Credit. The terms and conditions of the Borrowers, provided that (i) the aggregate amount of Standby Letters of Credit outstanding at shall be governed by International Standby Practices - ISP98 (1998 version) International Chamber of Commerce Publication No. 590 and otherwise in accordance with their terms. The terms and conditions of any one time shall not exceed $3,000,000 or such lesser amount, if any, as will, when added to the amount obligations of the Revolving Loans then outstanding, aggregate more than the Aggregate Revolving Loan Commitment (or Borrower pursuant to any such lesser amount as the Borrowers are entitled to borrow hereunder at such time by reason of the limitation of the Borrowing Base or otherwise); (ii) no Standby Letter of Credit shall be for a term longer than one year; and determined by the application made by the Borrower as accepted by the Bank. The Borrower acknowledges that the amount available under the Borrowing Base shall be reduced by the sum of (iiii) no Standby aggregate undrawn face amount of any Letters of Credit shall be required plus (ii) the aggregate of any amounts paid by the Bank pursuant to be issued when any Event of Default or Potential Default exists. The Borrowers shall request a Standby Letter of Credit by delivering a completed letter Credit.
(d) The address for purposes of credit application notices to the Administrative Agent on such form Bank as may set forth in Section 13.11 of the Agreement is hereby amended as follows: If to Bank: Union Planters Bank, N.A. One Indixxx Xxxxxx Xxxx Xxxxxxx 000 Xxxxxxxxxxxx, Xxxxxxx 00000 Attn: Janex X. Xxxxxx Telecopy: (317) 000-0000
SECTION 4. COMMITMENT FEE AND LEGAL FEES. There will be specified a Three Thousand Five Hundred and No/100 Dollar ($3,500.00) commitment fee for the renewal of the credit facilities contemplated by the Administrative Agent not less than three Business Days prior this Amendment No. 1 to the date specified by the Borrowers as the date the Standby Letter of Credit is to be issuedBorrower. The standard form All out-of-pocket expenses of the Administrative Agent's letter of credit application as currently in effect shall be used. The Administrative Agent shall notify the Banks promptly after the issuance of any Standby Letter of Credit Bank, including without limitation, filing fees, recording fees, and will provide the Banks copies of the periodic Borrowing Base Certificates showing the current balance of outstanding Standby Letters of Creditlegal fees and disbursements, as delivered by the Borrowers to the Administrative Agent. Standby Letters of Credit fees will be equal to the Applicable Margin for LIBO Rate Loans on an annual basis, calculated on the basis of the days actually elapsed in a year of 360 days (paid to the Administrative Agent for distribution to the Banks) plus a Fronting Fee of 0.125% per year are to be paid to the Fronting Bank for its own account. Such Fees will be calculated based on the aggregate stated amount for each Letter of Credit, and will be due quarterly in arrears, commencing on the last Business Day of the calendar quarter in which the Standby Letter of Credit is issued. If any obligation of the Borrowers to pay money in connection with any Standby Letter of Credit is not met when requested by the Administrative Agent as permitted by the applicable letter of credit application and the reimbursement agreement contained therein, the amount due shall be funded automatically by a Revolving Loan which Loan shall be made without regard to any minimum borrowing requirement, condition precedent herein, or Event of Default hereunder which would otherwise entitle any Bank or the Banks not to provide such Revolving Loan, and each Bank shall make its proportionate share of such Revolving Loan. Any obligation of the Borrowers to pay money in connection with any Standby Letter of Credit or the application therefor shall be deemed secured as if made as a Loan hereunder. In the event the Borrowers shall terminate the Aggregate Revolving Loan Commitment as provided in Section and shall pay the outstanding principal amount of the Revolving Loans in full and with interest or the Revolving Loan Termination Date shall occur at a time when one or more Standby Letters of Credit remain outstanding, then the Borrowers shall furnish to the Administrative Agent within two Business Days such amount of cash, to be held as cash collateral and invested in certificates of deposit of the Administrative Agent with interest payable to the Borrowers, as will pay the maximum amount which may be drawn by beneficiaries of Standby Letters of Credit outstanding at the date of such termination or the Revolving Loan Termination Date, as applicableBorrower promptly upon demand therefor.
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Samples: Credit and Security Agreement (Cohesant Technologies Inc)
