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02C. #2B Bank Loan Commitments: Swing Loans and Letter of Credit (Monetary Terms)
FMC Credit Agreement, Section 2.03, 2.07(c) and (e), 2.10, 2.11(a)-(c), 3.03(a)
Problem Set # 2B
1. Who can borrow under the swing loan facility?
- A Swing Loan Borrower
- 1.01 "Swing Loan Borrower" means each of the U.S. Borrower, FMC Finance B.V., FMC Foret,
S.A. and any Foreign Subsidiary
(i) designated a "Swing Loan Borrower" for purposes of this Agreement by the U.S.
Borrower in a written notice in substantially the form of Exhibit D-2 hereto (each, a
"Swing Loan Borrower Designation" and each Swing Loan Borrower designated thereby,
a "Designated Borrower"),
o (ii) accepted as same by the Administrative Agent and the Swing Loan Lender and
(iii) joining this Agreement and the other Loan Documents pursuant to documentation satisfactory to the Administrative Agent and the Sing Loan Lender.
2. How does Borrower obtain funds under the swing loan facility?Kahan: S. 3.03, by notice to Swing Loan Lender3.03 Making the Swing Loans. Etc. (a)
o "In order to request a Swing Loan, a Swing Loan Borrower shall telecopy (or forward by electronic mail or similar means) to the Swing
Loan Lender a duly completed request in substantially the form of
Exhibit E (Form of Swing Loan Request), setting forth the requested amount, currency and date of such Swing Loan (a "Swing Loan
Request"), to be received by the Swing Loan Lender not later than 12:00 p.m. (London time) on the day of the proposed borrowing.
o Subject to the terms of this Agreement, the Swing Loan Lender agrees to make, on the date of the relevant Swing Loan Request, a Swing
Loan available to the Swing Loan Borrower specified in such Swing
o The Swing Loan Lender shall not be required to determine that, or take notice whether, the conditions precedent set forth in Section 4.02 have been satisfied in connection with the making of any Swing Loan."
Borrower telecopy to the Swing Loan Lender a request (Exhibit E's form) before 12pm on the day of proposed borrowing on the day of request, Lender make a Swing Loan available to the
Borrower - lender not required to determine whether 4.02 conditions precedents are satisfied3. In what currencies can a Borrower obtain a swing loan?
- In any Alternate Currency (not US Dollar) (s.2.03), which means any other lawful currency which is freely transferable into Dollars (s.1.01)
o 2.03 The Swing Loans. "Such Swing Loans shall be denominated in any
Alternate Currency (to the extent acceptable to each Swing Loan
1 02C. #2B Bank Loan Commitments: Swing Loans and Letter of Credit (Monetary Terms)
1.01 "Alternate Currency" means any lawful currency other than
Dollars which is freely transferable into Dollars.
4. In what amounts can a Borrower obtain a swing loan?
- No minimum or minimal increments. Not above Swing Loans Commitments
- 2.03 "Such Swing Loans shall be… in an aggregate principal amount as to all
Borrowers not to exceed at any time outstanding the lesser of the Dollar
(i) the Swing Loan Commitments and
(ii) the then Unused Commitments of Lenders having Termination
Dates falling on or after the proposed maturity date of such Swing
3.03 Swing Loan
Notice by 12pm get it on the same day
Swing rate: Euros and other currencies, same day notice non-dollar loan in a short time
o Notice is made to swing loan lender (not through admin agent (Citibank): nothing to administer - money is provided by swing loan lender, need not notify a group of lenders)
3.01 Revolving Loan
Base rate - notice on the same day 11am; Eurocurrency rate - 3 business days before
Base rate: only in dollars, min amount of 1M
o Eurocurrency rate: min term of 1 month, Dollars or Euros, 3 days' notice, no min amount
Notice to admin agent
Content of Notice: amount, date, currency
5. What is the interest rate on Swing Loans?
- 2.08 (a)(ii) Swing Loans. "If such Loan is a Swing Loan (other than an Overdraft
Advance, for which the rate shall be equal to the Overdraft Advance Interest
Rate), a rate per annum equal at all times to the Swing Loan Base Rate plus the Applicable Margin (applicable to Eurocurrency Rate Loans) minus the
Applicable Percentage (applicable to Eurocurrency Rate Loans) in effect from time to time…"
- "Swing Loan Base Rate" means, for any amount in an Alternate Currency, for any day the rate of interest per annum equal to the higher of
(i) the rate of interest per annum at which overnight deposits in the
Alternate Currency, in an amount approximately equal to the amount with respect to which such rate is being determined, would be offered for such day by the Swing Loan Lender's local branch to major banks in the local market or other applicable offshore interbank market, and
2 02C. #2B Bank Loan Commitments: Swing Loans and Letter of Credit (Monetary Terms)
(ii) the cost of funds to the Swing Loan Lender's local branch with respect to such amount for such day, expressed as a rate of interest per annum.
Annual rate: Swing Loan Base Rate + Applicable Margin - Applicable Percentage
o amount equal to the interest rate offered for overnight deposit by the Swing Loan
Lender's local branch to major banks in the local market/ other applicable offshore interbank market; and
cost of funds to lender's local branch for that amount o-Payable when?
o 360-day year - 2.11(c)
o "all computations of interest based on the Eurocurrency Rate, the
Swing Loan Rate or the Base Rate based on the Federal Funds Rate shall be made by the Administrative Agent on the basis of a year of 360 days… in each case for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest or fees are payable."
o 2.07(e)(ii) - is SLC per Lender or aggregate
How does the rate compare to the rate on Eurocurrency Rate Loans?
- 2.08(a)(iii) Eurocurrency Rate Loans. "If such Loan is a Eurocurrency Rate Loan, a rate per annum equal at all times during each Interest Period for such Loan to the sum of the Eurocurrency Rate for such Interest Period plus the Applicable
Margin minus the Applicable Percentage, payable on the last day of such
Interest Period and, if such Interest Period has a duration of more than three months, at three-month intervals following the first day of such Interest
6. When and why do Swing Loans have to be repaid?Kahan: Upon any Revolving Loan Borrowing (2.03), but also by maturity date specified in request which shall be no more than 10 business days are borrowing (2.07(c)). Note that Sections 2.11(a)
and 2.07(c)) have conflicting provisions on repayment currency2.03 Swing Loans
"… Each Swing Loan must be paid in full upon any Revolving
Loan Borrowing by a Swing Loan Borrower hereunder and shall in any event mature no later than the Termination Date… amounts of Swing Loans repaid may be reborrowed…"
2.07 Repayment (c) Swing Loans.
o "Each Swing Loan Borrower shall repay to the Administrative Agent…
on the earlier of3
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