Agreement to Issue Letters of Credit. Subject to all ------------------------------------ of the terms and conditions hereof, Lender agrees to issue the Letter of Credit for the benefit of the Beneficiary, in the amount of $2,546,758.84. The Letter of Credit shall be in the form of Exhibit "H" attached hereto and incorporated ----------- herein by this reference, provided, however, that the aggregate amount drawable under the Letter of Credit at any time outstanding shall at no time exceed $2,546,758.84. The Letter of Credit shall be subject to and governed by the Uniform Customs and Practices for Documentary Credits, 1993 Revision, ICC Publication No. 500. The Letter of Credit shall bear an expiry date not later than February 28, 2002 (the "Letter of Credit Expiration Date"), and the Lender shall have no obligation to issue any letters of credit after, or bearing an expiry date after, the Letter of Credit Expiration Date. i. Upon a Letter of Credit Payment, the payment of principal and interest as set forth in the Note. ii. A letter of credit fee (the "Letter of Credit Fee"), as compensation for the issuance of the Letter of Credit, computed at the rate of one percent (1%) of the aggregate maximum amount drawable under the Letter of Credit. The Letter of Credit Fee shall be payable on the Closing Date. iii. Upon demand, all reasonable out-of-pocket costs, fees and expenses of the Lender, including reasonable fees and expenses of the Lender incident to the opening of the Letter of Credit, any drawing, negotiation of drafts, execution of documents, amendments, waiver or transfer of any document referred to herein or therein, and the protection of the Lender's rights or interest under, or the enforcement of the Borrower's obligations under, this Agreement or under any document or instrument referred to herein or contemplated hereby, whether by judicial proceeding or otherwise, as a result of the occurrence of any Event of Default hereunder, all with interest thereon from the date of demand until paid at the applicable rate as set forth in the Note. iv. Upon demand, any documentary taxes and other levies imposed upon the Lender in connection with the execution and delivery of the Letter of Credit or any transaction hereunder or thereunder, with interest thereon from date of demand until paid at the applicable rate as set forth in the Note. v. If any law or regulation or any change in any law or regulation or in the interpretation thereof by any court or administrative or governmental authority charged with the administration thereof shall impose, modify or deem applicable any reserve, special deposit, risk-based capital requirement or similar requirement which would impose upon the Lender, or any corporation controlling the Lender, any additional costs or fees or any reduced return on capital (i) generally upon the issuance or maintenance of so called "stand-by" letters of credit by the Lender, or (ii) specifically in respect of this Agreement or the Letter of Credit, and the result of such imposition of additional costs or fees upon either clause (i) or (ii) above shall be to increase the cost to the Lender or reduce the return on capital of the Lender, or any corporation controlling the Lender, of issuing or maintaining the Letter of Credit (which increase in costs or fees or reduction in return on capital shall be the result of the Lender's reasonable allocation of the aggregate of such cost or fee increases resulting from such events as equitably applied to its customers and shall not be reflected in the Interest Rate, as defined in the Note ), then within thirty (30) days after demand from the Lender, accompanied by a certificate as to such increased costs or fees or reduction in return on capital, its allocation of such increase in costs or fees and its offset for increases in the Interest Rate (as defined in the Note) reflecting the increase of costs or fees to the Lender, the Borrower shall pay all additional amounts as are necessary to compensate the Lender or such controlling corporation for such increased costs or fees or, to maintain its return on capital, incurred by the Lender or such controlling corporation as set forth in such certificate. The certificate of the Lender as to such increased costs or fees or return on capital shall show the manner of calculation and shall be conclusive (in the absence of manifest error) as to the amount thereof. vi. All payments by the Borrower to the Lender under this Section shall be made in lawful currency of the United States and in immediately available funds at the Lender's principal office in Louisville, Kentucky.
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Sources: Loan Agreement (Jameson Inns Inc)
Agreement to Issue Letters of Credit. Subject From time to all ------------------------------------ of time during the period from the Closing Date to the fifteenth (15th) day preceding the Expiry Date, subject to the further terms and conditions hereof, Lender agrees including those required in connection with the making of Revolving Credit Loans, the applicable Issuing Bank(s) shall issue Standby Letters of Credit or Commercial Letters of Credit (collectively the "Letters of Credit") for the account of the Borrower in a Dollar Equivalent amount not to issue exceed Thirty-Five Million and 00/100 Dollars ($35,000,000.00) in the aggregate as a subfacility of the Revolving Credit Facility Commitment; provided, however, that on any date on which the Borrower requests a Letter of Credit, and after giving effect to the Letter of Credit for Face Amount of such Letter of Credit, the benefit sum of (i) the Dollar Equivalent amount of all Revolving Credit Loans outstanding, plus (ii) all Swing Line Loans outstanding, plus (iii) the Dollar Equivalent amount of all Letters of Credit Outstanding shall not exceed the Revolving Credit Facility Commitment. As of the Beneficiarydate hereof, in those Letters of Credit set forth on Schedule 2.06 hereof (collectively, the amount "Existing Letters of $2,546,758.84Credit"), which were issued under the Existing Loan Agreement and are outstanding on the date hereof, will be deemed to be Letters of Credit issued and outstanding hereunder. The Each request for a Letter of Credit shall be delivered to the applicable Issuing Bank (with a copy to the Agent) no later than 10:00 a.m. (Pittsburgh, Pennsylvania time) on the second (2nd) Business Day, or such shorter period as may be agreed to by such Issuing Bank, prior to the proposed date of issuance. Each such request shall be in a form acceptable to the form of Exhibit "H" attached hereto applicable Issuing Bank and incorporated ----------- herein by this reference, provided, however, that the aggregate amount drawable under specify the Letter of Credit at any time outstanding shall at no time exceed $2,546,758.84. The Letter Face Amount thereof, the applicable currency, the account party, the beneficiary, the intended date of Credit shall be subject to and governed by issuance, the Uniform Customs and Practices for Documentary Credits, 1993 Revision, ICC Publication No. 500. The Letter of Credit shall bear an expiry date thereof (which shall not be later than February 28, 2002 (the "Letter of Credit Expiration Date"), and the Lender shall have no obligation to issue any letters of credit after, or bearing an expiry date after, the Letter of Credit Expiration Date.
i. Upon ), and the nature of the transaction to be supported thereby. Promptly after receipt of any request for a Letter of Credit, the Issuing Bank shall confirm with the Agent (by telephone or in writing) that the Agent has received a copy of such request for a Letter of Credit Paymentand if not, such Issuing Bank will provide the Agent with a copy thereof. Unless the Issuing Bank has received notice from any Bank, the payment Agent or any Loan Party, at least one (1) day prior to the requested date of principal issuance of the applicable Letter of Credit, that one or more applicable conditions in Section 4.01 is not satisfied, then, subject to the terms and interest as conditions hereof and in reliance on the agreements of the other Banks set forth in this Section 2.06, the Note.
iiIssuing Bank or any of the Issuing Bank's Affiliates will issue a Letter of Credit. A letter All such Letters of credit fee (Credit shall be issued by the "applicable Issuing Bank in accordance with its then current practice relating to the issuance of Letters of Credit including, but not limited to, the execution and delivery to such Issuing Bank of applications and agreements required by such Issuing Bank and the payment by the Borrower of all applicable fees required by Section 2.07 hereof or otherwise payable in connection therewith. Immediately upon the issuance of each Letter of Credit, each Bank shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the applicable Issuing Bank a participation in such Letter of Credit Fee"), as compensation for the issuance and each drawing thereunder in an amount equal to such Bank's Pro Rata Share of the Letter of Credit, computed at the rate Credit Face Amount of one percent (1%) of the aggregate maximum amount drawable under the such Letter of Credit. The applicable Issuing Bank shall promptly, but in any event not later than the next Business Day, provide to each Bank notice of each such request for a Letter of Credit Fee by the Borrower. Notwithstanding any other provision hereof, no Issuing Bank shall be payable on the Closing Date.
iii. Upon demand, all reasonable out-of-pocket costs, fees and expenses of the Lender, including reasonable fees and expenses of the Lender incident required to the opening of the issue any Letter of Credit, if any drawingBank is at such time an Impacted Bank hereunder, negotiation of draftsunless the Issuing Bank has entered into satisfactory arrangements with the Borrower or such Impacted Bank to eliminate the Issuing Bank's risk with respect to such Impacted Bank (it being understood that the Issuing Bank would consider the Borrower or the Impacted Bank providing Cash Collateral to the Agent, execution of documents, amendments, waiver or transfer of any document referred to herein or therein, and for the protection benefit of the LenderIssuing Bank, to secure the Impacted Bank's rights or interest under, or the enforcement of the Borrower's obligations under, this Agreement or under any document or instrument referred to herein or contemplated hereby, whether by judicial proceeding or otherwise, as a result of the occurrence of any Event of Default hereunder, all with interest thereon from the date of demand until paid at the applicable rate as set forth in the Note.
iv. Upon demand, any documentary taxes and other levies imposed upon the Lender in connection with the execution and delivery Pro Rata Share of the Letter of Credit or any transaction hereunder or thereunder, with interest thereon from date of demand until paid at the applicable rate as set forth in the Noteto be a satisfactory arrangement).
v. If any law or regulation or any change in any law or regulation or in the interpretation thereof by any court or administrative or governmental authority charged with the administration thereof shall impose, modify or deem applicable any reserve, special deposit, risk-based capital requirement or similar requirement which would impose upon the Lender, or any corporation controlling the Lender, any additional costs or fees or any reduced return on capital (i) generally upon the issuance or maintenance of so called "stand-by" letters of credit by the Lender, or (ii) specifically in respect of this Agreement or the Letter of Credit, and the result of such imposition of additional costs or fees upon either clause (i) or (ii) above shall be to increase the cost to the Lender or reduce the return on capital of the Lender, or any corporation controlling the Lender, of issuing or maintaining the Letter of Credit (which increase in costs or fees or reduction in return on capital shall be the result of the Lender's reasonable allocation of the aggregate of such cost or fee increases resulting from such events as equitably applied to its customers and shall not be reflected in the Interest Rate, as defined in the Note ), then within thirty (30) days after demand from the Lender, accompanied by a certificate as to such increased costs or fees or reduction in return on capital, its allocation of such increase in costs or fees and its offset for increases in the Interest Rate (as defined in the Note) reflecting the increase of costs or fees to the Lender, the Borrower shall pay all additional amounts as are necessary to compensate the Lender or such controlling corporation for such increased costs or fees or, to maintain its return on capital, incurred by the Lender or such controlling corporation as set forth in such certificate. The certificate of the Lender as to such increased costs or fees or return on capital shall show the manner of calculation and shall be conclusive (in the absence of manifest error) as to the amount thereof.
vi. All payments by the Borrower to the Lender under this Section shall be made in lawful currency of the United States and in immediately available funds at the Lender's principal office in Louisville, Kentucky.
Appears in 1 contract
Agreement to Issue Letters of Credit. (i) Subject to the terms and conditions set forth herein: (A) each Letter of Credit Issuer agrees, in reliance upon the agreements of the other Lenders set forth in this Section 2.4, (1) from time to time on any Business Day during the period from the Agreement Date until the Letter of Credit Expiration Date, to issue Letters of Credit (denominated in Dollars) for the account of Borrower, and to amend or renew Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drafts under the Letters of Credit; and (B) Lenders severally agree to participate in Letters of Credit issued for the account of Borrower; provided that no Letter of Credit Issuer shall be obligated to issue, and no Lender shall be obligated to participate in, any Letter of Credit if as of the date of issuance of such Letter of Credit, (x) the Commitment Usage would exceed the Total Revolving Credit Commitment, (y) such Lender’s Commitment Ratio of the principal amount of all ------------------------------------ Loans plus such Lender’s Commitment Ratio of the Letter of Credit Exposure would exceed such Lender’s Revolving Credit Commitment, or (z) the Letter of Credit Exposure would exceed the Letter of Credit Sublimit. Within the foregoing limits, and subject to the terms and conditions hereof, Lender agrees Borrower’s ability to issue the Letter of Credit for the benefit of the Beneficiary, in the amount of $2,546,758.84. The Letter obtain Letters of Credit shall be in fully revolving, and accordingly Borrower may, during the form of Exhibit "H" attached hereto and incorporated ----------- herein by this referenceforegoing period, provided, however, that the aggregate amount drawable under the Letter obtain Letters of Credit at any time outstanding shall at no time exceed $2,546,758.84. The Letter to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Agreement Date shall be subject to and governed by the Uniform Customs terms and Practices for Documentary Credits, 1993 Revision, ICC Publication No. 500. The conditions hereof.
(ii) No Letter of Credit Issuer shall bear an expiry date not later than February 28, 2002 (the "Letter of Credit Expiration Date"), and the Lender shall have no be under any obligation to issue any letters Letter of credit afterCredit if:
(A) any order, judgment, or bearing an decree of any Governmental Authority shall by its terms purport to enjoin or restrain such Letter of Credit Issuer from issuing such Letter of Credit, or any Applicable Law applicable to such Letter of Credit Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Letter of Credit Issuer shall prohibit, or request that such Letter of Credit Issuer refrain from, the issuance of Letters of Credit generally or such Letter of Credit in particular or shall impose upon any Letter of Credit Issuer with respect to such Letter of Credit any restriction, reserve, or capital requirement (for which such Letter of Credit Issuer is not otherwise compensated hereunder) not in effect on the Agreement Date, or shall impose upon such Letter of Credit Issuer any unreimbursed loss, cost, or expense which was not applicable on the Agreement Date and which such Letter of Credit Issuer in good f▇▇▇▇ ▇▇▇▇▇ material to it;
(B) the issuance of such Letter of Credit would violate any Applicable Laws or one or more policies of such Letter of Credit Issuer with respect to the issuance of Letters of Credit generally;
(C) subject to Section 2.4(b)(iii), the expiry date afterof such requested Letter of Credit would occur more than twelve (12) months after the date of issuance or last renewal, unless the Required Lenders have approved such expiry date;
(D) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date., unless all Lenders have approved such expiry date;
i. Upon (E) a default of any Lender’s obligations to fund under Section 2.4(c) exists or any Lender is at such time a Defaulting Lender hereunder, unless (1) such Letter of Credit Payment, the payment of principal and interest as set forth in the Note.
ii. A letter of credit fee (the "Issuer has entered into satisfactory arrangements with Borrower or such Lender to eliminate such Letter of Credit Fee")Issuer’s risk with respect to such Lender, as compensation for the issuance of the or (2) after giving effect to such Letter of Credit, computed the Commitment Usage does not exceed the Total Revolving Commitments excluding the Revolving Credit Commitment of such Defaulting Lender; or
(F) such Letter of Credit is in a face amount less than $10,000.
(iii) No Letter of Credit Issuer shall be under any obligation to amend any Letter of Credit if (A) such Letter of Credit Issuer would have no obligation at the rate such time to issue such Letter of one percent (1%) of the aggregate maximum amount drawable Credit in its amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit. The .
(iv) No Letter of Credit Fee Issuer shall be payable on the Closing Date.
iii. Upon demand, all reasonable out-of-pocket costs, fees and expenses of the Lender, including reasonable fees and expenses of the Lender incident to the opening of the issue any Letter of Credit, any drawing, negotiation of drafts, execution of documents, amendments, waiver or transfer of any document referred to herein or therein, and the protection of the Lender's rights or interest under, or the enforcement of the Borrower's obligations under, this Agreement or under any document or instrument referred to herein or contemplated hereby, whether by judicial proceeding or otherwise, as a result of the occurrence of any Event of Default hereunder, all with interest thereon from the Credit having an expiry date of demand until paid at the applicable rate as set forth in the Note.
iv. Upon demand, any documentary taxes and other levies imposed upon the Lender in connection with the execution and delivery of that would occur after the Letter of Credit or any transaction hereunder or thereunder, with interest thereon from date Expiration Date without the consent of demand until paid at the applicable rate as set forth in the Noteall Lenders.
v. If any law or regulation or any change in any law or regulation or in the interpretation thereof by any court or administrative or governmental authority charged with the administration thereof shall impose, modify or deem applicable any reserve, special deposit, risk-based capital requirement or similar requirement which would impose upon the Lender, or any corporation controlling the Lender, any additional costs or fees or any reduced return on capital (iv) generally upon the issuance or maintenance The Existing Letters of so called "stand-by" letters of credit by the Lender, or (ii) specifically in respect of this Agreement or the Letter of Credit, and the result of such imposition of additional costs or fees upon either clause (i) or (ii) above Credit shall be deemed to increase the cost to the Lender or reduce the return on capital of the Lender, or any corporation controlling the Lender, of issuing or maintaining the Letter be Letters of Credit (which increase in costs or fees or reduction in return on capital shall be the result of the Lender's reasonable allocation of the aggregate of such cost or fee increases resulting from such events as equitably applied to its customers and shall not be reflected in the Interest Rate, as defined in the Note ), then within thirty (30) days after demand from the Lender, accompanied by a certificate as to such increased costs or fees or reduction in return on capital, its allocation of such increase in costs or fees and its offset hereunder for increases in the Interest Rate (as defined in the Note) reflecting the increase of costs or fees to the Lender, the Borrower shall pay all additional amounts as are necessary to compensate the Lender or such controlling corporation for such increased costs or fees or, to maintain its return on capital, incurred by the Lender or such controlling corporation as set forth in such certificate. The certificate of the Lender as to such increased costs or fees or return on capital shall show the manner of calculation purposes and shall be conclusive (in the absence of manifest error) as subject to the amount thereof.
vi. All payments and governed by the Borrower to the Lender under terms of this Section shall be made in lawful currency of the United States and in immediately available funds at the Lender's principal office in Louisville, KentuckyAgreement.
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