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 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: Mortgage and Security Agreement (Willis Lease Finance Corp), Credit Agreement (Willis Lease Finance Corp)
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 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(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 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 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 Maturity Date. 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 applicable Letter of Credit and will provide Subsidiary owes certain performance obligations in connection with its 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 27 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 applicable Letter of Credit Subsidiary is not met when requested by the Administrative Agent as permitted by the applicable letter 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 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 to be issued when plus (ii) the aggregate of 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 amounts paid by the Administrative Agent not less than three Business Days prior Bank pursuant 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 1 contract
Samples: Credit and Security Agreement (Cohesant Technologies 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 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 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 Maturity Date. 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 applicable Letter of Credit and will provide Subsidiary owes certain performance obligations in connection with its 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 applicable Letter of Credit Subsidiary is not met when requested by the Administrative Agent as permitted by the applicable letter 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) 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 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
