Audiovox 2012 Annual Report Download - page 211

(b) Letter of Credit Fees. Subject to Section 2.21, in consideration of the LOC Commitments, the Domestic
Borrowers jointly and severally agree to pay to the Administrative Agent, for the ratable benefit of the U.S. Revolving Lenders,
a fee (i) with respect to each standby letter of credit (the “ Standby Letter of Credit Fee”), equal to the Applicable Margin for
Revolving Loans that are LIBOR Rate Loans per annum on the average daily maximum amount available to be drawn under
each standby Letter of Credit from the date of issuance to the date of expiration and (ii) with respect to each commercial letter of
credit (the “Commercial Letter of Credit Fee”; and together with the Standby Letter of Credit Fee, the “ Letter of Credit Fee”),
equal to the Applicable Margin for Revolving Loans that are LIBOR Rate Loans per annum on the average daily maximum
amount available to be drawn under each commercial Letter of Credit from the date of issuance to the date of expiration. The
Letter of Credit Fee shall be payable quarterly in arrears on the last Business Day of each calendar quarter.
(c) Issuing Lender Fees. In addition to the Letter of Credit Fees payable pursuant to subsection (b) hereof, the
Domestic Borrowers jointly and severally agree to pay to the Issuing Lender for its own account without sharing by the other
Lenders the reasonable and customary charges (excluding the Letter of Credit Facing Fee) from time to time of the Issuing
Lender with respect to the amendment, transfer, administration, cancellation and conversion of, and drawings under, such
Letters of Credit (collectively, the “Issuing Lender Fees”). The Issuing Lender may charge, and retain for its own account
without sharing by the other Lenders, an additional facing fee (the “ Letter of Credit Facing Fee”) of 0.25% per annum on the
average daily maximum amount available to be drawn under each such Letter of Credit issued by it. The Issuing Lender Fees and
the Letter of Credit Facing Fee shall be payable quarterly in arrears on the last Business Day of each calendar quarter.
(d) Administrative Fee. The Domestic Borrowers jointly and severally agree to pay to the Administrative Agent the
annual administrative fee as described in the Fee Letter.
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(a) Voluntary Reductions. The Borrowers shall have the right to terminate or permanently reduce the unused portion
of the U.S. Revolving Committed Amount or the Multicurrency Revolving Committed Amount at any time or from time to
time upon not less than five (5) Business Days' prior written notice to the Administrative Agent (which shall notify the Lenders
thereof as soon as practicable) of each such termination or reduction, which notice shall specify the effective date thereof and
the amount of any such reduction which shall be in a minimum amount of $1,000,000 or a whole multiple of $1,000,000 in
excess thereof and shall be irrevocable and effective upon receipt by the Administrative Agent; provided that no such reduction
or termination shall be permitted if after giving effect thereto, and to any prepayments of the Revolving Loans made on the
effective date thereof, (i) the Aggregate U.S. Revolving Exposure would exceed the Revolving Availability Amount or (ii) the
aggregate principal outstanding Dollar Amount of Multicurrency Revolving Loans would exceed the aggregate Multicurrency
Revolving Committed Amount, as reduced. Any reduction in the Revolving Committed Amount shall be applied to the
Commitment of each Revolving Lender in accordance with its Revolving Commitment Percentage.
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