Letter of Credit Availability. The proceeds of the Letter of Credit Facility shall be allocated by the Lender exclusively for the issuance of one or more Letters of Credit as collateral security for the performance of certain obligations of the Borrower in connection with the Construction of the Improvements. With respect to such Letters of Credit and the Letter of Credit Facility, the following additional terms and conditions shall apply. Each Letter of Credit shall be in form and substance satisfactory to the Lender in all respects, including without limitation, the amount and expiration date thereof. In no event shall the term of any Letter of Credit issued hereunder exceed two (2) years from the date of issuance; provided, however, that to the extent required by the beneficiary thereof, and as agreed to by the Lender, the term of the Letters of Credit may be renewable for successive periods of one (1) year on the condition that the Lender shall have the right to terminate the same on not more than sixty (60) days written notice prior to any anniversary. At the time of the issuance of each Letter of Credit, the Borrower and, to the extent deemed necessary by the Lender, the Guarantor shall execute in favor of the Lender an Application and Agreement for Standby Letter of Credit on the Lender's then standard form (collectively, the "Letter of Credit Agreements") and deliver to the Lender for its review and approval such other information and material in connection therewith as may be reasonably requested by the Lender. The Borrower shall pay to the Lender (a) upon the issuance of each Letter of Credit and thereafter annually while such Letter of Credit remains outstanding, a per annum letter of credit fee for each Letter of Credit in an amount equal to one and one-half percent (1-1/2%) of the stated amount of each such Letter of Credit, but in no event less than US$300.00, (b) upon the issuance of each such Letter of Credit, an upfront letter of credit documentation fee in the amount of US$250.00, (c) in the event of any amendment of a Letter of Credit, an amendment fee in the amount of US$250.00, and (d) in the event of a draw under any such Letter of Credit, the customary fee of the Lender charged at such time as a result of the occurrence of the same. At the time of the maturity of the Loan (whether by acceleration or otherwise), the Borrower shall be obligated to fully collateralize any Letters of Credit then outstanding by pledging to the Lender unencumbered liquid assets approved by the Lender or by providing such other collateral as may be reasonably acceptable to the Lender.
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Letter of Credit Availability. The proceeds Subject to the terms and conditions of this Agreement (including the amount limitations set forth in Paragraph 2.04), Agent (in its capacity as the issuer of letters of credit under this Paragraph 2.02, “Issuing Bank”) agrees to issue on behalf of Borrower from time to time during the period beginning on the Closing Date and ending on the Revolving Loan Maturity Date such letters of credit as Borrower may request under this Paragraph 2.02 (individually, a “Letter of Credit”); provided, however, as follows:
(i) At no time shall the aggregate principal amount available for drawing under all Letters of Credit at any time outstanding plus the principal amount of all Revolving Loans outstanding exceed the Total Revolving Loan Commitment.
(ii) Each Letter of Credit Facility shall be allocated (A) an irrevocable Letter of Credit issued for the benefit of a supplier of inventory to Borrower to secure the payment by Borrower of the purchase price of such inventory upon Borrower’s receipt thereof (a “Trade Letter of Credit”) or (B) an irrevocable standby Letter of Credit issued to secure trade payables in the ordinary course of Borrower’s business (provided such trade payables are not overdue on the date of issuance of such Letter of Credit) or other obligations of Borrower (other than (1) trade payables of Borrower which are overdue on the date of issuance of such Letter of Credit or (2) any other Funded Debt) (a “Standby Letter of Credit”).
(iii) Each Trade Letter of Credit shall expire on or prior to one hundred and eighty (180) days after its date of issuance. Each Standby Letter of Credit shall expire on or prior to one (1) year after its date of issuance.
(iv) Except as otherwise provided herein: (1) each Trade Letter of Credit shall be governed by the Lender exclusively Uniform Customs and Practices for Documentary Credits as most recently published by the International Chamber of Commerce (the “UCP”) prior to the date of issuance of one or more Letters of Credit as collateral security for the performance of certain obligations of the Borrower in connection with the Construction of the Improvements. With respect to such Letters Letter of Credit and the terms of the UCP are hereby incorporated by reference with respect to each Letter of Credit, and (2) each Standby Letter of Credit Facilityshall be governed by the International Standby Practices – ISP98 approved by the International Chamber of Commerce Commission on Banking Technique and Practice on April 6, the following additional terms and conditions shall apply. 1998.
(v) Each Letter of Credit shall be in a form and substance satisfactory reasonably acceptable to Issuing Bank.
(vi) At no time may the Lender in aggregate amount of all respects, including without limitation, Reimbursement Obligations plus the aggregate amount and expiration date thereof. In no event shall the term available for drawing under all Letters of Credit after giving effect to any new Letter of Credit issued hereunder requested, exceed two the sum of Two Million Dollars (2) years from the date $2,000,000.00). Except as otherwise provided herein, Borrower may request Letters of issuance; providedCredit, however, that to the extent required by the beneficiary thereof, and as agreed to by the Lender, the term of the cause or allow Letters of Credit may be renewable for successive periods of one (1) year on the condition that the Lender shall have the right to terminate the same on not more than sixty (60) days written notice prior to any anniversary. At the time of the issuance of each Letter of Credit, the Borrower and, to the extent deemed necessary by the Lender, the Guarantor shall execute in favor of the Lender an Application and Agreement for Standby Letter of Credit on the Lender's then standard form (collectively, the "Letter of Credit Agreements") and deliver to the Lender for its review and approval such other information and material in connection therewith as may be reasonably requested by the Lender. The Borrower shall pay to the Lender (a) upon the issuance of each Letter of Credit and thereafter annually while such Letter of Credit remains outstanding, a per annum letter of credit fee for each Letter of Credit in an amount equal to one and one-half percent (1-1/2%) of the stated amount of each such Letter of Credit, but in no event less than US$300.00, (b) upon the issuance of each such Letter of Credit, an upfront letter of credit documentation fee in the amount of US$250.00, (c) in the event of any amendment of a Letter of Credit, an amendment fee in the amount of US$250.00expire, and (d) in the event of a draw under any such Letter of Credit, the customary fee of the Lender charged at such time as a result of the occurrence of the same. At the time of the maturity of the Loan (whether by acceleration or otherwise), the Borrower shall be obligated to fully collateralize any request additional Letters of Credit then outstanding by pledging to until the Lender unencumbered liquid assets approved by the Lender or by providing such other collateral as may be reasonably acceptable to the LenderRevolving Loan Maturity Date.
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