VTR » Topics » Section 2.5 Facility Fees, Letter of Credit Fees and Other Fees .

This excerpt taken from the VTR 10-Q filed May 7, 2008.

Section 2.5 Facility Fees, Letter of Credit Fees and Other Fees.

(a) The Borrowers agree to pay to the Administrative Agent for the account of each Revolving Lender in accordance with its Revolving Commitment Percentage, a facility fee at a per annum rate equal to twenty basis points (0.20%) of the actual daily amount of the Total Revolving Committed Amount (as such amount may be reduced pursuant to Section 2.6 below), regardless of usage, or, if the Revolving Commitments have terminated, on the outstanding amount of all Revolving Loans, Swingline Loans and LOC Obligations, (the “Facility Fee” and collectively, for all the Revolving Lenders, the “Facility Fees”); provided that during the period that the Applicable Percentage is determined by clause (b) of the definition of “Applicable Percentage”, the Facility Fee shall be fifteen basis points (0.15%).

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SUBPART 2.9 New Section 2.15. The following new Section 2.15 shall be added immediately following Section 2.14 of the Existing Credit Agreement and shall read as follows:

This excerpt taken from the VTR 8-K filed May 2, 2006.

Section 2.5 Facility Fees, Letter of Credit Fees and Other Fees.

(a) The Borrower agrees to pay to the Administrative Agent for the account of each Revolving Lender in accordance with its Revolving Commitment Percentage, a facility fee at a per annum rate equal to (A) during any period in which the Borrower does not maintain an investment grade Debt Rating, twenty basis points (0.20%) or otherwise (B) during any period in which the Borrower does maintain an investment grade Debt Rating, fifteen basis points (0.15%) of the actual daily amount of the Total Revolving Committed Amount (as such amount may be reduced pursuant to Section 2.6 below), regardless of usage, or, if the Revolving Commitments have terminated, on the outstanding amount of all Revolving Loans, Swingline Loans and LOC Obligations, (the “Facility Fee” and collectively, for all the Revolving Lenders, the “Facility Fees”). The Facility Fee shall accrue at all times during the Commitment Period (and thereafter so long as any Revolving Loans, Swingline Loans and LOC Obligations remain outstanding), including at any time during which one or more of the conditions in subsection (b) or (c) of Section 5.2 is not met, and shall be due and payable quarterly in arrears on the first Business Day after the end of each March, June, September and December for the immediately preceding fiscal quarter (or a portion thereof), commencing with the first such date to occur after the Closing Date, and on the Revolving Commitment Termination Date (and, if applicable, thereafter on demand).

 

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(b) Letter of Credit Fees.

(i) Standby Letter of Credit Issuance Fee. In consideration of the issuance of standby Letters of Credit, the Borrower shall pay to the Administrative Agent for the account of each Revolving Lender a fee (the “Standby Letter of Credit Fee”) on such Revolving Lender’s Revolving Commitment Percentage of the average daily maximum amount available to be drawn under each such standby Letter of Credit computed at a per annum rate from the date of issuance to the date of expiration or earlier cancellation equal to the Applicable Percentage for Revolving Loans that are Eurodollar Rate Loans. The Standby Letter of Credit Fee shall be payable quarterly in arrears on the first Business Day after the end of each March, June, September and December for the immediately preceding fiscal quarter (or a portion thereof) and on the Revolving Commitment Termination Date.

(ii) Trade Letter of Credit Issuance Fee. In consideration of the issuance of trade Letters of Credit, the Borrower shall pay to the Administrative Agent for the account of each Revolving Lender a fee (the “Trade Letter of Credit Fee”) on such Revolving Lender’s Revolving Commitment Percentage of the average daily maximum amount available to be drawn under each such trade Letter of Credit computed at a per annum rate from the date of issuance to the date of expiration or earlier cancellation equal to the Applicable Percentage for Revolving Loans that are Eurodollar Rate Loans. The Trade Letter of Credit Fee shall be payable quarterly in arrears on the first Business Day after the end of each March, June, September and December for the immediately preceding fiscal quarter (or a portion thereof) and on the Revolving Commitment Termination Date.

(iii) Fronting Fee and Documentary and Processing Charges Payable to Issuing Bank. The Borrower shall pay directly to the Issuing Bank for its own account a fronting fee (the “Issuing Bank Fee”) (i) with respect to each trade Letter of Credit, at the rate specified in the Fee Letter, computed on the amount of such Letter of Credit, and payable upon the issuance thereof, (ii) with respect to any amendment of a commercial Letter of Credit increasing the amount of such Letter of Credit, at a rate separately agreed between the Borrower and the Issuing Bank, computed on the amount of such increase, and payable upon the effectiveness of such amendment, and (iii) with respect to each standby Letter of Credit, at the rate per annum specified in the Fee Letter, computed on the daily amount available to be drawn under such Letter of Credit on a quarterly basis in arrears. The Issuing Bank Fee shall be due and payable quarterly in arrears on the first Business Day after the end of each March, June, September and December in respect of the most recently-ended quarterly period (or portion thereof, in the case of the first payment), commencing with the first such date to occur after the issuance of such Letter of Credit, and on the Letter of Credit Expiration Date and thereafter on demand. For purposes of computing the daily amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.3. In addition, the Borrower shall pay directly to the Issuing Bank for its own account the customary issuance, presentation, amendment and other processing fees, and other standard costs and charges, of the Issuing Bank relating to letters of credit as from time to time in effect. Such customary fees and standard costs and charges are due and payable on demand and are nonrefundable.

(c) In addition, the Borrower agrees to pay to the Administrative Agent any and all other fees not expressly covered hereunder on the dates and in the amounts set forth in the Fee Letter.

 

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EXCERPTS ON THIS PAGE:

10-Q
May 7, 2008
8-K
May 2, 2006
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