Applicable Margin. On any date the Applicable Margin for LIBOR Rate Loans and Base Rate Loans shall be as set forth below based on the ratio of the Consolidated Total Indebtedness of REIT and its respective Subsidiaries to the Gross Asset Value of REIT and its respective Subsidiaries: Pricing Level 1 Less than or equal to 35% 2.50 % 1.25 % Pricing Level 2 Greater than 35% but less than or equal to 40% 2.75 % 1.50 % Pricing Level 3 Greater than 40% but less than or equal to 45% 3.00 % 1.75 % Pricing Level 4 Greater than 45% but less than or equal to 55% 3.25 % 2.00 % Pricing Level 5 Greater than 55% 3.50 % 2.25 % The initial Applicable Margin shall be at Pricing Level 4. The Applicable Margin shall not be adjusted based upon such ratio, if at all, until the first (1st) day of the first (1st) month following the delivery by Borrower to the Agent of the Compliance Certificate after the end of a calendar quarter. In the event that Borrower shall fail to deliver to the Agent a quarterly Compliance Certificate on or before the date required by §7.4(c), then without limiting any other rights of the Agent and the Lenders under this Agreement, the Applicable Margin for Loans shall be at Pricing Level 5 until such failure is cured within any applicable cure period, or waived in writing by the Required Lenders, in which event the Applicable Margin shall adjust, if necessary, on the first (1st) day of the first (1st) month following receipt of such Compliance Certificate. In the event that the Agent and the Borrower determine that any financial statements previously delivered were incorrect or inaccurate (regardless of whether this Agreement or the Commitments are in effect when such inaccuracy is discovered), and such inaccuracy, if corrected, would have led to the application of a higher Applicable Margin for any period (an “Applicable Period”) than the Applicable Margin applied for such Applicable Period, then (i) the Borrower shall as soon as practicable deliver to the Agent the corrected financial statements for such Applicable Period, (ii) the Applicable Margin shall be determined as if the Pricing Level for such higher Applicable Margin were applicable for such Applicable Period, and (iii) the Borrower shall within three (3) Business Days of demand thereof by the Agent pay to the Agent the accrued additional amount owing as a result of such increased Applicable Margin for such Applicable Period, which payment shall be promptly applied by the Agent in accordance with this Agreement.
Appears in 2 contracts
Sources: Credit Agreement (Carter Validus Mission Critical REIT, Inc.), Credit Agreement (Carter Validus Mission Critical REIT, Inc.)
Applicable Margin. On any date the Third Amendment Effective Date and thereafter, the Applicable Margin for LIBOR Rate Loans and Base Rate with respect to the Term Loan D Loans shall be for Base Rate Advances, 1.50%, and for LIBOR Advances, 2.50%. The Applicable Margin with respect to the Term Loan D Loans shall be subject to reduction or increase, as applicable, and as set forth in the tables below, based upon the Borrower Leverage Ratio and the Senior Leverage Ratio set forth on a pro forma basis in any Request for Advance and as reflected in the financial statements required to be delivered for the fiscal quarter most recently ended pursuant to Section 6.1 or Section 6.2 hereof; provided that the Applicable Margins set forth in the tables below based on shall be increased by 25 bps at any time when the ratio Senior Leverage Ratio is greater than 2.5 to 1.0. The adjustment provided for in this Section 2.3(f)(ii) shall be effective (A) with respect to an increase of the Consolidated Total Indebtedness Applicable Margin, as of REIT and its respective Subsidiaries the second (2nd) Business Day after the earliest of (1) with respect to Base Rate Advances, the day on which any Request for Advance is delivered, (2) with respect to LIBOR Advances, the day on which the requested Advance is made or (3) the day on which financial statements are required to be delivered to the Gross Asset Value Administrative Agent pursuant to Sections 6.1 and 6.2 hereof, as the case may be, and (B) with respect to a decrease in the Applicable Margin, as of REIT the second (2nd) Business Day after the earliest of (1) with respect to Base Rate Advances, the day on which any Request for Advance is delivered, (2) with respect to LIBOR Advances, the day on which the requested Advance is made or (3) except with respect to Interest Periods ending (or other payments of interest occurring) before the date that such financial statements are actually delivered to the Administrative Agent, the day on which such financial statements are required to be delivered to the Administrative Agent pursuant to Section 6.1 or 6.2 hereof. Notwithstanding the foregoing, if the Borrower shall fail to deliver financial statements within forty-five (45) days after the end of any of the first three fiscal quarters of the Borrower’s fiscal year (or within ninety (90) days after the end of the last fiscal quarter of the Borrower’s fiscal year), as required by Sections 6.1 or 6.2 hereof, it shall be conclusively presumed that the Applicable Margin is based upon a Borrower Leverage Ratio equal to the highest level set forth in the table below and its respective Subsidiariesa Senior Leverage Ratio greater than 2.5 to 1.0 for the period from and including the forty-sixth (46th) day (or ninety-first (91st) day, in the case of the last quarter) after the end of such fiscal quarter, as the case may be, to the Business Day following the delivery by the Borrower to the Administrative Agent of such financial statements: Pricing Level 1 Greater than 4.00 to 1.00 1.50% 2.50% Less than or equal to 354.00 to 1.00 1.25% 2.50 % 1.25 % Pricing Level 2 Greater than 35% but less than or equal to 40% 2.75 % 1.50 % Pricing Level 3 Greater than 40% but less than or equal to 45% 3.00 % 1.75 % Pricing Level 4 Greater than 45% but less than or equal to 55% 3.25 % 2.00 % Pricing Level 5 Greater than 55% 3.50 % 2.25 % The initial Applicable Margin shall be at Pricing Level 4. The Applicable Margin shall not be adjusted based upon such ratio, if at all, until the first (1st) day of the first (1st) month following the delivery by Borrower to the Agent of the Compliance Certificate after the end of a calendar quarter. In the event that Borrower shall fail to deliver to the Agent a quarterly Compliance Certificate on or before the date required by §7.4(c), then without limiting any other rights of the Agent and the Lenders under this Agreement, the Applicable Margin for Loans shall be at Pricing Level 5 until such failure is cured within any applicable cure period, or waived in writing by the Required Lenders, in which event the Applicable Margin shall adjust, if necessary, on the first (1st) day of the first (1st) month following receipt of such Compliance Certificate. In the event that the Agent and the Borrower determine that any financial statements previously delivered were incorrect or inaccurate (regardless of whether this Agreement or the Commitments are in effect when such inaccuracy is discovered), and such inaccuracy, if corrected, would have led to the application of a higher Applicable Margin for any period (an “Applicable Period”) than the Applicable Margin applied for such Applicable Period, then (i) the Borrower shall as soon as practicable deliver to the Agent the corrected financial statements for such Applicable Period, (ii) the Applicable Margin shall be determined as if the Pricing Level for such higher Applicable Margin were applicable for such Applicable Period, and (iii) the Borrower shall within three (3) Business Days of demand thereof by the Agent pay to the Agent the accrued additional amount owing as a result of such increased Applicable Margin for such Applicable Period, which payment shall be promptly applied by the Agent in accordance with this Agreement.2.25%
Appears in 2 contracts
Sources: Credit Agreement (CBD Media Holdings LLC), Credit Agreement (CBD Media LLC)
Applicable Margin. On As of any date of determination and with respect to the Revolving Credit Loans, the applicable margin set forth in the following table that corresponds to the Leverage Ratio for the most recently completed period for which a report in substantially the form of Exhibit D signed on behalf of the each Borrower by a Responsible Officer of such Borrower was required to be delivered hereunder: I < 2.50:1.00 0.75 % 1.25 % 2.50 % 3.00 % II > 2.50:1.00 1.00 % 1.50 % 2.75 % 3.25 % The Applicable Margin shall, in each case, be determined and adjusted quarterly on the date five (5) Business Days after the date on which the quarterly financial information and reports are delivered to the Agent and the Lenders in accordance with the provisions of Sections 5.1(b) and (d) (each an “Interest Determination Date”), provided that until the first Interest Determination Date following the Closing Date, the Applicable Margin for LIBOR Rate Loans and Base Rate Loans shall be as set forth below based on the ratio of the Consolidated Total Indebtedness of REIT and its respective Subsidiaries to the Gross Asset Value of REIT and its respective Subsidiaries: Pricing Level 1 Less than or equal to 35% 2.50 % 1.25 % Pricing Level 2 Greater than 35% but less than or equal to 40% 2.75 % 1.50 % Pricing Level 3 Greater than 40% but less than or equal to 45% 3.00 % 1.75 % Pricing Level 4 Greater than 45% but less than or equal to 55% 3.25 % 2.00 % Pricing Level 5 Greater than 55% 3.50 % 2.25 % The initial in Tier II above. Such Applicable Margin shall be at Pricing Level 4effective from such Interest Determination Date until the next such Interest Determination Date. The Notwithstanding anything to the contrary set forth above, (a) if the Borrowers shall fail to provide the financial information and reports in accordance with the provisions of Sections 5.1(b) and (d), such Applicable Margin shall, on the date five (5) Business Days after the date by which the Borrowers were so required to provide such financial information and certifications to the Agent and the Lenders, be the percentage set forth in Tier II above until such time as such information and reports are provided, whereupon the Applicable Margin shall not be adjusted based upon determined as set forth above, and (b) if an Event of Default shall occur, such ratioApplicable Margin shall, if at allon the date the Event of Default occurs, be the percentage set forth in Tier II above until such time as such Event of Default is cured or waived, whereupon the first (1st) day of the first (1st) month following the delivery by Borrower to the Agent of the Compliance Certificate after the end of a calendar quarterApplicable Margin shall be determined as set forth above. In the event that Borrower shall fail to deliver to the Agent a quarterly Compliance Certificate on or before the date required by §7.4(c), then without limiting any other rights of the Agent and the Lenders under this Agreement, the Applicable Margin for Loans shall be at Pricing Level 5 until such failure is cured within any applicable cure period, or waived in writing by the Required Lenders, in which event the Applicable Margin shall adjust, if necessary, on the first (1st) day of the first (1st) month following receipt of such Compliance Certificate. In the event that the Agent and the Borrower determine that any financial statements previously statement delivered were incorrect or pursuant to Section 5.1 is shown to be inaccurate (regardless of whether this Agreement or the Commitments are in effect when such inaccuracy is discovered), and such inaccuracy, if corrected, would would, have led to the application of a higher Applicable Margin for any period (an “Applicable Period”) than the Applicable Margin applied for such Applicable Period, and only in such case, then the Borrowers shall, promptly upon receipt of written notice of such inaccuracy (i) the Borrower shall as soon as practicable deliver to the Agent the a corrected financial statements statement for such Applicable Period, (ii) determine the Applicable Margin shall be determined as if the Pricing Level for such higher Applicable Margin were applicable for such Applicable PeriodPeriod based upon the corrected financial statement, and (iii) the Borrower shall within three (3) Business Days of demand thereof by the Agent promptly pay to the Agent the accrued additional amount interest owing as a result of such increased Applicable Margin for such Applicable Period, which payment shall be promptly applied by the Agent in accordance with Section 2.8(c); provided that non-payment as a result of such inaccuracy shall not in any event be deemed retroactively to be an Event of Default pursuant to Section 8.1(a), and such amount payable shall be calculated without giving effect to any additional interest payable on overdue amounts under Section 2.5(d) if paid promptly on demand. This is in addition to rights of the Agent and Lenders with respect to Sections 2.5(d) and 8.2 and other of their respective rights under this Agreement.
Appears in 2 contracts
Sources: Credit Agreement (Microfinancial Inc), Credit Agreement (Microfinancial Inc)
Applicable Margin. On (i) The Applicable Margin provided for in Section 5.1(a) with respect to any Revolving Credit Loans and Swingline Loans (the "Applicable Margin") shall be based upon the table set forth below and shall be determined and adjusted quarterly on the date (each a "Calculation Date") ten (10) Business Days after the date by which the Borrower is required to provide an Officer's Compliance Certificate for the most recently ended fiscal quarter of the Borrower; provided, however, that (A) the initial Applicable Margin for LIBOR Rate the Revolving Credit Loans and Base Rate Swingline Loans shall be as set forth below based on the ratio of the Consolidated Total Indebtedness of REIT and its respective Subsidiaries to the Gross Asset Value of REIT and its respective Subsidiaries: Pricing Level 1 Less than or equal to 35% 2.50 % 1.25 % Pricing Level 2 Greater than 35% but less than or equal to 40% 2.75 % 1.50 % Pricing Level 3 Greater than 40% but less than or equal to 45% 3.00 % 1.75 % Pricing Level 4 Greater than 45% but less than or equal to 55% 3.25 % 2.00 % Pricing Level 5 Greater than 55% 3.50 % 2.25 % The initial Applicable Margin IV (as shown below) and shall be remain at Pricing Level 4. The Applicable Margin IV until December 31, 2001, and, thereafter the Pricing Level shall not be adjusted based upon such ratio, if at all, until determined by reference to the first (1st) Total Leverage Ratio as of the last day of the first (1st) month following the delivery by Borrower to the Agent most recently ended fiscal quarter of the Borrower preceding the applicable Calculation Date, and (B) if the Borrower fails to provide the Officer's Compliance Certificate after the end of a calendar quarter. In the event that Borrower shall fail to deliver to the Agent a quarterly Compliance Certificate on or before the date as required by §7.4(c), then without limiting any other rights Section 8.2 for the most recently ended fiscal quarter of the Agent and Borrower preceding the Lenders under this Agreementapplicable Calculation Date, the Applicable Margin for Revolving Credit Loans and Swingline Loans from such Calculation Date shall be based on Pricing Level IV (as shown below) until such time as an appropriate Officer's Compliance Certificate is provided, at which time the Pricing Level shall be determined by reference to the Total Leverage Ratio as of the last day of the most recently ended fiscal quarter of the Borrower preceding such Calculation Date. The Applicable Margin for Revolving Credit Loans and Swingline Loans shall be at Pricing Level 5 effective from one Calculation Date until such failure is cured within any applicable cure period, or waived the next Calculation Date. Any adjustment in writing by the Required Lenders, in which event the Applicable Margin shall adjust, if necessary, on the first (1st) day of the first (1st) month following receipt of such Compliance Certificate. In the event that the Agent and the Borrower determine that any financial statements previously delivered were incorrect or inaccurate (regardless of whether this Agreement or the Commitments are in effect when such inaccuracy is discovered), and such inaccuracy, if corrected, would have led to the application of a higher Applicable Margin for any period (an “Applicable Period”) than the Applicable Margin applied for such Applicable Period, then (i) the Borrower shall as soon as practicable deliver to the Agent the corrected financial statements for such Applicable Period, (ii) the Applicable Margin shall be applicable to all Extensions of Credit then existing or subsequently made or issued. PRICING LEVEL TOTAL LEVERAGE RATIO LIBOR BASE RATE ------------- -------------------- ----- --------- I <2.00x 2.25% 1.25% II greater than or equal to 2.00x but <2.50x 2.50% 1.50% III greater than or equal to 2.50x but <3.00x 2.75% 1.75% IV greater than or equal to 3.00x 3.00% 2.00%
(ii) Subject to the provisions of Section 4.6(g), the Applicable Margin for Term Loans shall be based on the table set forth below and shall be determined and adjusted on each Calculation Date until such time as any change in the Applicable Margin or pricing grid, as applicable for Term Loans pursuant to Section 4.6; provided, however that (A) the initial Applicable Margin for Term Loans shall be based on Pricing Level II until the Calculation Date of March 31, 2002 and (B) if the Borrower fails to provide the Officer's Compliance Certificate as required by Section 8.2 for the most recently ended fiscal quarter of the Borrower preceding the applicable Calculation Date, the Applicable Margin for Term Loans from such Calculation Date shall be based on Pricing Level II (as shown below) until such time as an appropriate Officer's Compliance Certificate is provided, at which time the Pricing Level for such higher Applicable Margin were applicable for such Applicable Period, and (iii) shall be determined by reference to the Total Leverage Ratio as of the last day of the most recently ended fiscal quarter of the Borrower shall within three (3) Business Days of demand thereof by the Agent pay to the Agent the accrued additional amount owing as a result of preceding such increased Calculation Date. The Applicable Margin for such Applicable Period, which payment Term Loans shall be promptly applied by effective from one Calculation Date until the Agent next Calculation Date. Any adjustment in accordance with this Agreement.the Applicable Margin shall be applicable to all Term Loans then existing or subsequently made or issued. Applicable LIBOR Applicable Base Rate Level Total Leverage Ratio Rate Margin (bps) Margin (bps) ----- -------------------- ----------------- -------------------- I < 2.50x 300.0 200.0 II greater than or equal to 2.50x 325.0 225.0
Appears in 2 contracts
Sources: Credit Agreement (Paravant Inc), Credit Agreement (Paravant Inc)
Applicable Margin. On any date The term “Applicable Margin” means the Applicable Margin for annual percentage rate to be added to the Bank’s prime rate to determine the Prime Rate under this Agreement and LIBOR to determine the LIBOR Rate Loans and Base Rate Loans shall be as set forth below based on the ratio of the Consolidated Total Indebtedness of REIT and its respective Subsidiaries to the Gross Asset Value of REIT and its respective Subsidiaries: Pricing Level 1 Less than or equal to 35% 2.50 % 1.25 % Pricing Level 2 Greater than 35% but less than or equal to 40% 2.75 % 1.50 % Pricing Level 3 Greater than 40% but less than or equal to 45% 3.00 % 1.75 % Pricing Level 4 Greater than 45% but less than or equal to 55% 3.25 % 2.00 % Pricing Level 5 Greater than 55% 3.50 % 2.25 % The initial Applicable Margin shall be at Pricing Level 4under this Agreement. The Applicable Margin shall not be 3.00% per annum until a determination is made otherwise in accordance with this Agreement based upon the ratio of Total Funded Debt to EBITDA as of the Fiscal Quarter ending June 30, 2010. The Applicable Margin for both the Revolving Line of Credit Loan and the Term Loan will be adjusted based upon such ratio(up or down) on a quarterly basis as determined by Borrower’s Total Funded Debt to EBITDA ratio beginning with the Fiscal Quarter ending June 30, if at all2010. Adjustments in the Applicable Margin will be determined by reference to the following grid: If Total Funded Debt to EBITDA Ratio is: Then Applicable Margin is: ³ 2.0:1 3.50 % ³ 1.75:1, until the first but < 2.0:1 3.00 % ³ 1.25:1, but < 1.75:1 2.75 % < 1.25:1 2.25 % Within forty-five (1st45) day days of the first end of each Fiscal Quarter, beginning with the Fiscal Quarter ending June 30, 2010, of Borrower (1stprovided that Borrower shall have ninety (90) month following the delivery by Borrower to the Agent of the Compliance Certificate days after the end of a calendar quarter. In the event that each Fiscal Year thereafter), Borrower shall fail to (a) deliver to the Agent a quarterly Compliance Certificate on or before the date required by §7.4(cBank its Financial Statements covering such Fiscal Quarter (which shall be management prepared financial statements for purposes hereof), (b) deliver to the Bank the quarterly financial covenant compliance certificate of Borrower, and (c) certify to Bank the then without limiting any other rights Total Funded Debt to EBITDA ratio of the Agent Borrower and the Lenders under this Agreement, Borrower’s determination of the Applicable Margin for Loans therefrom on such form as the Bank may from time to time specify. Borrower shall also provide to the Bank such other reasonable information as the Bank may request of Borrower to verify its determination of the Applicable Margin. As of the tenth (10th) Business Day after the Borrower’s delivery of all of the above-referenced items to the Bank, the Bank shall notify Borrower of its determination of the Applicable Margin. The new Applicable Margin as so determined by the Bank shall be at Pricing Level 5 until effective as of the first day of the current Fiscal Quarter, and such failure is cured within any applicable cure period, or waived in writing by the Required Lenders, in which event the new Applicable Margin shall adjustremain in effect through the last day of such current Fiscal Quarter, if necessary, on to be adjusted as of the first (1st) day of the first (1st) month following receipt of such Compliance Certificate. In Fiscal Quarter, based upon the event that the Agent and the Borrower determine that any financial statements previously delivered were incorrect or inaccurate (regardless of whether this Agreement or the Commitments are in effect when such inaccuracy is discovered), and such inaccuracy, if corrected, would have led to the application determination of a higher new Applicable Rate Margin for in accordance with the above provisions. Notwithstanding the foregoing, upon any period (an “Applicable Period”) than the Applicable Margin applied for such Applicable PeriodEvent of Default, then (i) the Borrower shall as soon as practicable deliver to the Agent the corrected financial statements for such Applicable Period, (ii) the Applicable Margin shall be determined as if the Pricing Level for such higher Applicable Margin were applicable for such Applicable Period, and (iii) the Borrower shall within three (3) Business Days of demand thereof by the Agent pay to the Agent the accrued additional amount owing as a result of such increased Applicable Margin for such Applicable Period, which payment shall be promptly applied by the Agent in accordance with this Agreement3.50%.”
Appears in 1 contract
Applicable Margin. On any date the The Applicable Margin provided for LIBOR Rate Loans and Base Rate Loans in Section 3.1(a) with respect to any Loan (the “Applicable Margin”) shall be based upon the table set forth below and determined by reference to the most recently announced senior unsecured long-term, non-credit enhanced debt rating (“Debt Rating”) of the Borrower as determined by Standard & Poor’s and Moody’s as set forth below based on the ratio of the Consolidated Total Indebtedness of REIT and its respective Subsidiaries to the Gross Asset Value of REIT and its respective Subsidiaries: Pricing Level 1 Less below. I Greater than or equal to 35A/A2 .75% 2.50 0.00% 1.25 % Pricing Level 2 II Greater than 35% but less than or equal to 40% 2.75 % 1.50 % Pricing Level 3 Greater than 40% BBB+/Baa1, but less than A/A2 1.00% 0.00% III Greater than or equal to 45% 3.00 % 1.75 % Pricing Level 4 Greater than 45% BBB-/Baa3, but less than BBB+/Baa1 1.25% 0.25% IV BB+/Ba1 1.75% 0.75% V Less than BB+/Ba1 3.75% 2.75% In the event that both Moody’s and Standard & Poor’s shall not have in effect a Debt Rating (other than by reason of the circumstances referred to in the last sentence of this paragraph) or equal during the existence of an Event of Default, then such Debt Rating shall be deemed to 55% 3.25 % 2.00 % Pricing Level 5 Greater than 55% 3.50 % 2.25 % The initial Applicable Margin shall be at Pricing Level 4. The Applicable Margin shall not be adjusted based upon such ratio, if at all, until the first (1st) day of the first (1st) month following the delivery by Borrower to the Agent of the Compliance Certificate after the end of a calendar quarter. V. In the event that Borrower either of Moody’s or Standard & Poor’s shall fail not have in effect a Debt Rating (other than by reason of the circumstances referred to deliver to in the Agent a quarterly Compliance Certificate on or before the date required by §7.4(clast sentence of this paragraph), then without limiting any other rights of the Agent and the Lenders under this Agreement, the Applicable Margin for Loans such Debt Rating shall be deemed to be at the Pricing Level 5 until such failure is cured within any applicable cure period, corresponding to the Debt Rating by Moody’s or waived Standard & Poor’s (whichever does have a Debt Rating in writing by the Required Lenders, in which event the Applicable Margin shall adjust, if necessary, on the first (1st) day of the first (1st) month following receipt effect as of such Compliance Certificatedate) that is in effect on such date. In the event that the Agent corresponding Debt Ratings publicly announced by Standard & Poor’s and the Borrower determine that any financial statements previously delivered were incorrect or inaccurate Moody’s listed above differ by (regardless of whether this Agreement or the Commitments are in effect when such inaccuracy is discovered)i) one level, and such inaccuracy, if corrected, would have led to the application of a higher Applicable Margin for any period (an “Applicable Period”) than the Applicable Margin applied for shall be based upon the Pricing Level which corresponds to the Debt Rating which is the higher of such announced Debt Ratings, and (ii) two or more levels, the Applicable PeriodMargin shall be based upon the Pricing Level which corresponds to the Debt Rating which is one rating below the higher of such announced Debt Ratings. Any change in the Applicable Margin shall be effective on the date upon which a change in the Borrower’s applicable Debt Rating is announced or is made publicly available. In all cases, then (i) the Borrower shall as soon as practicable deliver notify the Administrative Agent of any change in the applicable Debt Rating within five (5) Business Days of the date upon which such change is announced or publicly made available. If the rating system of Moody’s and Standard & Poor’s shall change, or if both of such rating agencies shall cease to be in the Agent business of rating corporate debt obligations, the corrected financial statements for Borrower and the Lenders shall negotiate in good faith to amend this definition to reflect such Applicable Periodchanged rating system or the unavailability of ratings from such rating agencies and, (ii) pending the effectiveness of any such amendment, the Applicable Margin shall be determined as if the Pricing Level for such higher Applicable Margin were applicable for such Applicable Period, and (iii) the Borrower shall within three (3) Business Days of demand thereof by the Agent pay reference to the Agent the accrued additional amount owing as a result of Debt Rating most recently in effect prior to such increased Applicable Margin for such Applicable Period, which payment shall be promptly applied by the Agent in accordance with this Agreementchange or cessation.
Appears in 1 contract
Sources: Credit Agreement (Grainger W W Inc)
Applicable Margin. On The following percentages per annum, based upon the Total Leverage Ratio as set forth in the most recent Compliance Certificate received by the Administrative Agent pursuant to §8.4(c): Any increase or decrease in the Applicable Margin resulting from a change in the Total Leverage Ratio shall become effective as of the first Business Day immediately following the date a Compliance Certificate is delivered pursuant to §8.4(c); provided, however, that if a Compliance Certificate is not delivered when due in accordance with such Section, then, upon the request of the Required Lenders, Level I shall apply as of the first Business Day after the date on which such Compliance Certificate was required to have been delivered and shall remain in effect until the date on which such Compliance Certificate is delivered. The Applicable Margin in effect from the Sixth Amendment Effective Date through the date of delivery of the Compliance Certificate for the period ending March 31, 2019 (pursuant to §8.4(c)), with the financial statements to be delivered pursuant to §8.4(a), shall initially be set at Level II and in any date event shall be no lower than Level II. Notwithstanding the foregoing to the contrary, in the event either the Borrowers or the Administrative Agent determines, in good faith, that the calculation of the Total Leverage Ratio on which the Applicable Margin for LIBOR Rate Loans and Base Rate Loans shall be any particular period was determined is inaccurate and, as set forth below based on the ratio of the Consolidated Total Indebtedness of REIT and its respective Subsidiaries to the Gross Asset Value of REIT and its respective Subsidiaries: Pricing Level 1 Less than or equal to 35% 2.50 % 1.25 % Pricing Level 2 Greater than 35% but less than or equal to 40% 2.75 % 1.50 % Pricing Level 3 Greater than 40% but less than or equal to 45% 3.00 % 1.75 % Pricing Level 4 Greater than 45% but less than or equal to 55% 3.25 % 2.00 % Pricing Level 5 Greater than 55% 3.50 % 2.25 % The initial Applicable Margin shall be at Pricing Level 4. The Applicable Margin shall not be adjusted based upon such ratio, if at all, until the first (1st) day of the first (1st) month following the delivery by Borrower to the Agent of the Compliance Certificate after the end of a calendar quarter. In the event that Borrower shall fail to deliver to the Agent a quarterly Compliance Certificate on or before the date required by §7.4(c), then without limiting any other rights of the Agent and the Lenders under this Agreementconsequence thereof, the Applicable Margin for Loans shall be at Pricing Level 5 until such failure is cured within any applicable cure periodwas lower or higher than it should have been, or waived in writing by the Required Lenders, in which event the Applicable Margin shall adjust, if necessary, on the first (1st) day of the first (1st) month following receipt of such Compliance Certificate. In the event that the Agent and the Borrower determine that any financial statements previously delivered were incorrect or inaccurate (regardless of whether this Agreement or the Commitments are in effect when such inaccuracy is discovered), and such inaccuracy, if corrected, would have led to the application of a higher Applicable Margin for any period (an “Applicable Period”) than the Applicable Margin applied for such Applicable Period, then (i) the Borrower Borrowers shall promptly deliver (but in any event within ten (10) Business Days after the Borrowers discover such inaccuracy or the Borrowers are notified by the Administrative Agent of such inaccuracy, as soon as practicable deliver the case may be) to the Administrative Agent the corrected correct financial statements for such period (and if such financial statements are not accurately restated and delivered within thirty (30) days after the first discovery of such inaccuracy by the Borrowers or such notice, as the case may be, and the Applicable PeriodMargin was lower than it should have been, then Level I shall apply retroactively for such period until such time as the correct financial statements are delivered and, upon the delivery of such corrected financial statements, thereafter the corrected Level shall apply for such period), (ii) the Administrative Agent shall determine and notify the Borrowers of the amount of interest that would have been due in respect of outstanding Obligations, if any, during such period had the Applicable Margin shall be determined as if been calculated based on the Pricing correct Total Leverage Ratio (or, to the extent applicable, the Level for such higher I Applicable Margin if such corrected financial statements were applicable for such Applicable Period, not delivered as provided herein) and (iii) the applicable Borrower shall within three (3) Business Days of demand thereof by the Agent promptly pay to the Administrative Agent the accrued additional difference, if any, between that amount owing as a result and the amount actually paid in respect of such increased Applicable Margin for such Applicable Period, which payment period. The foregoing notwithstanding shall be promptly applied by in no way limit the rights of the Administrative Agent in accordance with this Agreementor the Lenders to exercise their rights to impose the rate of interest applicable during an Event of Default as provided herein.
Appears in 1 contract
Sources: Revolving Credit Agreement (CAI International, Inc.)
Applicable Margin. On any date the Applicable Margin for LIBOR Rate Loans and Base Rate Loans shall be as set forth below based on the ratio of the Consolidated Total Indebtedness of REIT and its respective Subsidiaries to the Gross Asset Value of REIT and its respective Subsidiaries: Pricing Level 1 Less than or equal to 35% 2.50 % 1.25 % Pricing Level 2 Greater than 35% but less than or equal to 40% 2.75 % 1.50 % Pricing Level 3 Greater than or equal to 40% but less than or equal to 45% 3.00 % 1.75 % Pricing Level 4 Greater than or equal to 45% but less than or equal to 55% 3.25 % 2.00 % Pricing Level 5 Greater than or equal to 55% 3.50 % 2.25 % The initial Applicable Margin shall be at Pricing Level 4. The Applicable Margin shall not be adjusted based upon such ratio, if at all, until the first (1st) day of the first (1st) month following the delivery by Borrower to the Agent of the Compliance Certificate after the end of a calendar quarter. In the event that Borrower shall fail to deliver to the Agent a quarterly Compliance Certificate on or before the date required by §7.4(c), then without limiting any other rights of the Agent and the Lenders under this Agreement, the Applicable Margin for Loans shall be at Pricing Level 5 until such failure is cured within any applicable cure period, or waived in writing by the Required Lenders, in which event the Applicable Margin shall adjust, if necessary, on the first (1st) day of the first (1st) month following receipt of such Compliance Certificate. In the event that the Agent and the Borrower determine that any financial statements previously delivered were incorrect or inaccurate (regardless of whether this Agreement or the Commitments are in effect when such inaccuracy is discovered), and such inaccuracy, if corrected, would have led to the application of a higher Applicable Margin for any period (an “Applicable Period”) than the Applicable Margin applied for such Applicable Period, then (i) the Borrower shall as soon as practicable deliver to the Agent the corrected financial statements for such Applicable Period, (ii) the Applicable Margin shall be determined as if the Pricing Level for such higher Applicable Margin were applicable for such Applicable Period, and (iii) the Borrower shall within three (3) Business Days of demand thereof by the Agent pay to the Agent the accrued additional amount owing as a result of such increased Applicable Margin for such Applicable Period, which payment shall be promptly applied by the Agent in accordance with this Agreement.
Appears in 1 contract
Sources: Credit Agreement (Carter Validus Mission Critical REIT, Inc.)
Applicable Margin. On any date the The Applicable Margin provided for in Section 4.1(a) with respect to the Loans (the "Applicable Margin") shall:
(i) for the period commencing on the Closing Date and ending on the date immediately preceding the initial Adjustment Date (as hereinafter defined), be 1.25% with respect to LIBOR Rate Loans and 0.00% with respect to Base Rate Loans shall and Swingline Loans; and
(ii) upon the initial Adjustment Date and at all times thereafter, be as set forth below based on the ratio of the Consolidated Total Indebtedness of REIT and its respective Subsidiaries determined by reference to the Gross Asset Value of REIT and its respective SubsidiariesAdjusted Leverage Ratio in accordance with the following charts: Pricing Adjusted Applicable Margin Per Annum Leverage --------------------------- Level 1 Less Ratio LIBOR Rate Base Rate ----- -------- ---------- --------- I Greater than or equal to 352.75 to 1.00 1.75% 2.50 0.00% 1.25 II Less than 2.75 to 1.00 1.25% Pricing Level 2 Greater than 350.00% but less than or equal to 40% 2.75 % 1.50 % Pricing Level 3 Greater than 40% but less than or equal to 45% 3.00 % 1.75 % Pricing Level 4 Greater than 45% but less than or equal to 55% 3.25 % 2.00 % Pricing Level 5 Greater than 55% 3.50 % 2.25 % The initial Adjustments, if any, in the Applicable Margin shall be at Pricing Level 4made by the Administrative Agent on the tenth (10th) Business Day (the “Adjustment Date”) after receipt by the Administrative Agent of financial statements for the Borrower and its Subsidiaries delivered under Section 7.1(a) or (b), as applicable, and the accompanying Officer’s Compliance Certificate setting forth the Adjusted Leverage Ratio of the Borrower and its Subsidiaries as of the most recent fiscal quarter end. The Administrative Agent agrees to give the Borrower and the Lenders notice of any adjustment in the Applicable Margin within two (2) Business Days of such adjustment; provided, that the Administrative Agent’s failure to give such notice shall not result in any liability to the Administrative Agent or in any way affect the validity of any such adjustment. In the event the Borrower fails to deliver such financial statements and certificate within the time required by Sections 7.1 and 7.2 hereof, the Applicable Margin shall be the highest Applicable Margin set forth above until the delivery of such financial statements and certificate unless at such time the outstanding principal balance of the Loans are bearing interest at the “default rate” set forth in Section 4.1(d) below in which case the Applicable Margin shall not be adjusted based upon such ratio, if at all, until the first (1st) day of the first (1st) month following the delivery by Borrower increased pursuant to the Agent of the Compliance Certificate after the end of a calendar quarter. In the event that Borrower shall fail to deliver to the Agent a quarterly Compliance Certificate on or before the date required by §7.4(c), then without limiting any other rights of the Agent and the Lenders under this Agreement, the Applicable Margin for Loans shall be at Pricing Level 5 until such failure is cured within any applicable cure period, or waived in writing by the Required Lenders, in which event the Applicable Margin shall adjust, if necessary, on the first (1st) day of the first (1st) month following receipt of such Compliance Certificate. In the event that the Agent and the Borrower determine that any financial statements previously delivered were incorrect or inaccurate (regardless of whether this Agreement or the Commitments are in effect when such inaccuracy is discovered), and such inaccuracy, if corrected, would have led to the application of a higher Applicable Margin for any period (an “Applicable Period”) than the Applicable Margin applied for such Applicable Period, then (i) the Borrower shall as soon as practicable deliver to the Agent the corrected financial statements for such Applicable Period, (ii) the Applicable Margin shall be determined as if the Pricing Level for such higher Applicable Margin were applicable for such Applicable Period, and (iii) the Borrower shall within three (3) Business Days of demand thereof by the Agent pay to the Agent the accrued additional amount owing as a result of such increased Applicable Margin for such Applicable Period, which payment shall be promptly applied by the Agent in accordance with this Agreementsentence.
Appears in 1 contract
Sources: Credit Agreement (Rare Hospitality International Inc)
Applicable Margin. On any date the The Applicable Margin provided for LIBOR Rate Loans and Base Rate Loans in Section 5.1(a) with respect to any Loan (the "Applicable Margin") shall be as based upon the table set forth below based and shall be determined and adjusted quarterly on the ratio date (each a "Calculation Date") ten (10) Business Days after the date by which the Borrower is required to provide an Officer's Compliance Certificate for the most recently ended fiscal quarter of the Consolidated Total Indebtedness of REIT and its respective Subsidiaries to Borrower; PROVIDED, HOWEVER, that (a) the Gross Asset Value of REIT and its respective Subsidiaries: Pricing Level 1 Less than or equal to 35% 2.50 % 1.25 % Pricing Level 2 Greater than 35% but less than or equal to 40% 2.75 % 1.50 % Pricing Level 3 Greater than 40% but less than or equal to 45% 3.00 % 1.75 % Pricing Level 4 Greater than 45% but less than or equal to 55% 3.25 % 2.00 % Pricing Level 5 Greater than 55% 3.50 % 2.25 % The initial Applicable Margin shall be equal to the percentages set forth in the Certificate delivered on the Closing Date pursuant to 6.2(d)(ii); PROVIDED the Term Loan Applicable Margin shall initially be 1.5% and remain at 1.5% until the conditions set forth in Section 6.4 are satisfied, and shall remain at such level until the first Calculation Date occurring after the Closing Date and, thereafter the Pricing Level 4shall be determined by reference to the Leverage Ratio as of the last day of the most recently ended fiscal quarter of the Borrower preceding the applicable Calculation Date, and (b) if the Borrower fails to provide the Officer's Compliance Certificate as required by Section 8.3 for the most recently ended fiscal quarter of the Borrower preceding the applicable Calculation Date, the Applicable Margin from such Calculation Date shall be based on Pricing Level I (as shown below) until such time as an appropriate Officer's Compliance Certificate is provided, at which time the Pricing Level shall be determined by reference to the Leverage Ratio as of the last day of the most recently ended fiscal quarter of the Borrower preceding such Calculation Date, such adjustment to occur ten (10) Business Days after the receipt of such certificate. The Applicable Margin shall not be adjusted based upon such ratio, if at all, effective from one Calculation Date until the first (1st) day of the first (1st) month following the delivery by Borrower to the Agent of the Compliance Certificate after the end of a calendar quarternext Calculation Date. In the event that Borrower shall fail to deliver to the Agent a quarterly Compliance Certificate on or before the date required by §7.4(c), then without limiting any other rights of the Agent and the Lenders under this Agreement, the Applicable Margin for Loans shall be at Pricing Level 5 until such failure is cured within any applicable cure period, or waived Any adjustment in writing by the Required Lenders, in which event the Applicable Margin shall adjust, if necessary, on the first (1st) day of the first (1st) month following receipt of such Compliance Certificate. In the event that the Agent and the Borrower determine that any financial statements previously delivered were incorrect or inaccurate (regardless of whether this Agreement or the Commitments are in effect when such inaccuracy is discovered), and such inaccuracy, if corrected, would have led to the application of a higher Applicable Margin for any period (an “Applicable Period”) than the Applicable Margin applied for such Applicable Period, then (i) the Borrower shall as soon as practicable deliver to the Agent the corrected financial statements for such Applicable Period, (ii) the Applicable Margin shall be determined as if the Pricing Level for such higher Applicable Margin were applicable for such Applicable Periodto all Extensions of Credit then existing or subsequently made or issued. REVOLVER REVOLVER PRICING LEVEL LEVERAGE RATIO LIBOR BASE RATE TERM LOAN ------------- -------------- ----- --------- --------- I Greater than or equal to 1.750% 0.750% 1% 4.00 to 1.0 II Greater than or equal to 1.625% 0.625% 1% 3.50 to 1.0, and (iii) the Borrower shall within three (3) Business Days of demand thereof by the Agent pay but less than 4.00 to the Agent the accrued additional amount owing as a result of such increased Applicable Margin for such Applicable Period1.0 III Greater than or equal to 1.500% 0.500% 1% 3.00 to 1.0, which payment shall be promptly applied by the Agent in accordance with this Agreement.but less than 3.50 to 1.0 IV Greater than or equal to 1.375% 0.375% 1% 2.50 to 1.0, but less than 3.00 to 1.0 V Greater than or equal to 1.250% 0.250% 1% 2.00 to 1.0, but less than 2.50 to 1.0 VI Less than 2.00 to 1 1.000% 0.000% 1%
Appears in 1 contract
Sources: Credit Agreement (Hickory Tech Corp)
Applicable Margin. On any date the The Applicable Margin provided for LIBOR Rate Loans and Base Rate Loans in Section 5.1(a) with respect to any Loan (the “Applicable Margin”) shall be as based upon the table set forth below based and shall be determined and adjusted quarterly on the ratio date (each a “Calculation Date”) ten (10) Business Days after the earlier of (i) the date on which Borrower provides or (ii) the date on which the Borrower is required to provide, an Officer’s Compliance Certificate for the most recently ended Fiscal Quarter of the Consolidated Total Indebtedness of REIT and its respective Subsidiaries to Borrower; provided, however, that (A) the Gross Asset Value of REIT and its respective Subsidiaries: Pricing Level 1 Less than or equal to 35% 2.50 % 1.25 % Pricing Level 2 Greater than 35% but less than or equal to 40% 2.75 % 1.50 % Pricing Level 3 Greater than 40% but less than or equal to 45% 3.00 % 1.75 % Pricing Level 4 Greater than 45% but less than or equal to 55% 3.25 % 2.00 % Pricing Level 5 Greater than 55% 3.50 % 2.25 % The initial Applicable Margin shall be based on Pricing Level IV (as shown below) and shall remain at Pricing Level 4. The Applicable Margin shall not be adjusted based upon such ratio, if at all, IV until the first (1st) Calculation Date occurring after the Closing Date and, thereafter the Pricing Level shall be determined by reference to the Senior Secured Leverage Ratio as of the last day of the first (1st) month following the delivery by Borrower to the Agent most recently ended Fiscal Quarter of the Borrower preceding the applicable Calculation Date, and (B) if the Borrower fails to provide the Officer’s Compliance Certificate after the end of a calendar quarter. In the event that Borrower shall fail to deliver to the Agent a quarterly Compliance Certificate on or before the date as required by §7.4(c), then without limiting any other rights Section 8.2 for the most recently ended Fiscal Quarter of the Agent and Borrower preceding the Lenders under this Agreementapplicable Calculation Date, the Applicable Margin for Loans from such Calculation Date shall be at based on Pricing Level 5 I (as shown below) until such failure time as an appropriate Officer’s Compliance Certificate is cured within any applicable cure periodprovided, or waived in writing at which time the Pricing Level shall be determined by reference to the Required Lenders, in which event Senior Secured Leverage Ratio as of the Applicable Margin shall adjust, if necessary, on the first (1st) last day of the first (1st) month following receipt most recently ended Fiscal Quarter of such Compliance Certificate. In the event that the Agent and the Borrower determine that any financial statements previously delivered were incorrect or inaccurate preceding such Calculation Date. Subject to Sections 5.1(c)(ii)(A) and (regardless of whether this Agreement or B) in the Commitments are in effect when such inaccuracy is discovered)preceding sentence, and such inaccuracy, if corrected, would have led to the application of a higher Applicable Margin for any period (an “Applicable Period”) than the Applicable Margin applied for such Applicable Period, then (i) the Borrower shall as soon as practicable deliver to the Agent the corrected financial statements for such Applicable Period, (ii) the Applicable Margin shall be determined as if effective from one Calculation Date until the Pricing Level for such higher next Calculation Date. Any adjustment in the Applicable Margin were applicable for such Applicable Period, and (iii) the Borrower shall within three (3) Business Days of demand thereof by the Agent pay to the Agent the accrued additional amount owing as a result of such increased Applicable Margin for such Applicable Period, which payment shall be promptly applied by the Agent in accordance with this Agreement.applicable to all Extensions of Credit then existing or subsequently made or issued. Pricing Grid I Greater than or equal to 1.75 to 1.00 0.500 % 1.250 % II Greater than or equal to 1.25 to 1.00 but less than 1.75 to 1.00 0.250 % 1.000 % III Greater than or equal to 0.75 to 1.00 but less than 1.25 to 1.00 0.125 % 0.875 % IV Less than 0.75 to 1.00 0.000 % 0.750 %
Appears in 1 contract
Sources: Credit Agreement (O Charleys Inc)
Applicable Margin. On any date the (i) The Applicable Margin provided for LIBOR Rate in Section 5.1(a) with respect to the Revolving Credit Loans and Base the Term Loans and the Commitment Fee Rate Loans shall be determined by reference to the Leverage Ratio as set forth below based on the ratio of the Consolidated Total Indebtedness end of REIT the fiscal quarter immediately preceding the delivery of the financial statements and its respective Subsidiaries the accompanying Officer’s Compliance Certificate, as of the closing date of any Permitted Acquisition or as of the date issuance of any equity securities of the Borrower as follows: I Greater than 2.00 to the Gross Asset Value of REIT and its respective Subsidiaries: Pricing Level 1 1.00 0.275 % 0.000 % 1.375 % II Less than or equal to 352.00 to 1.00 and greater than 1.00 to 1.00 0.250 % 2.50 0.000 % 1.25 1.250 % Pricing Level 2 Greater than 35% but less III Less than or equal to 401.00 to 1.00 0.225 % 2.75 0.000 % 1.50 % Pricing Level 3 Greater than 40% but less than or equal to 45% 3.00 % 1.75 % Pricing Level 4 Greater than 45% but less than or equal to 55% 3.25 % 2.00 % Pricing Level 5 Greater than 55% 3.50 % 2.25 % The initial Applicable Margin shall be at Pricing Level 4. The Applicable Margin shall not be adjusted based upon such ratio, if at all, until the first (1st) day of the first (1st) month following the delivery by Borrower to the Agent of the Compliance Certificate after the end of a calendar quarter. In the event that Borrower shall fail to deliver to the Agent a quarterly Compliance Certificate on or before the date required by §7.4(c), then without limiting any other rights of the Agent and the Lenders under this Agreement, the Applicable Margin for Loans shall be at Pricing Level 5 until such failure is cured within any applicable cure period, or waived in writing by the Required Lenders, in which event the Applicable Margin shall adjust, if necessary, on the first (1st) day of the first (1st) month following receipt of such Compliance Certificate. In the event that the Agent and the Borrower determine that any financial statements previously delivered were incorrect or inaccurate (regardless of whether this Agreement or the Commitments are in effect when such inaccuracy is discovered), and such inaccuracy, if corrected, would have led to the application of a higher Applicable Margin for any period (an “Applicable Period”) than the Applicable Margin applied for such Applicable Period, then (i) the Borrower shall as soon as practicable deliver to the Agent the corrected financial statements for such Applicable Period, 1.000 %
(ii) Adjustments, if any, in the Applicable Margin shall be determined made by the Administrative Agent on the tenth (10th) Business Day (each an “Adjustment Date”) after receipt by the Administrative Agent of quarterly financial statements for the Borrower and its Subsidiaries and the accompanying Officer’s Compliance Certificate setting forth the Leverage Ratio of the Borrower and its Subsidiaries as if of the Pricing Level for such higher most recent fiscal quarter end; provided that adjustments in the Applicable Margin were applicable for such Applicable Period, also shall be made by the Administrative Agent (A) on the closing date of any Permitted Acquisition following receipt by the Administrative Agent of evidence of pro forma covenant compliance with each covenant contained in Article X (as delivered pursuant to Section 11.4(e) hereof) and (iiiB) on the date of issuance of any equity securities by the Borrower. Subject to Section 5.1(d), in the event the Borrower fails to deliver such financial statements and Officer’s Compliance Certificate, evidence of covenant compliance or notice of issuance of equity securities, as applicable, within the time required by Sections 8.1, 8.2 and 11.4(e) hereof, the Applicable Margin shall within three be the highest Applicable Margin set forth in clause (3i) Business Days of demand thereof by above until the Agent pay to Adjustment Date following the Agent the accrued additional amount owing as a result delivery of such increased Applicable Margin for such Applicable Periodfinancial statements and Officer’s Compliance Certificate, which payment shall be promptly applied by the Agent in accordance with this Agreementevidence of covenant compliance or notice of issuance of equity securities, as applicable.
Appears in 1 contract
Applicable Margin. On any date date, the Applicable Margin for LIBOR Rate Loans and Base Rate Loans shall be as set forth below based on the ratio of the Consolidated Total Indebtedness of REIT and its respective Subsidiaries Borrower to the Gross Asset Value Adjusted Consolidated EBITDA of REIT and its respective SubsidiariesBorrower: Pricing Level 1 Less than or equal 3.50 to 351.00 3.00 % 2.50 % 1.25 3.00 % Pricing Level 2 Greater than 35% but less than or equal to 40% 2.75 % 1.50 % Pricing Level 3 Greater than 40% but less than or equal 3.50 to 45% 3.00 % 1.75 % Pricing Level 4 Greater than 45% but less than or equal to 55% 3.25 % 2.00 % Pricing Level 5 Greater than 551.00 3.50 % 3.50 % 2.25 % The initial Applicable Margin shall be at Pricing Level 42. The Applicable Margin shall not be adjusted based upon such ratio, if at all, until the first (1st) day of the first (1st) month following the delivery by Borrower to the Agent of the Compliance Certificate after at the end of a calendar quarter. In the event that Borrower shall fail to deliver to the Agent a quarterly Compliance Certificate on or before the date required by §7.4(c), then without limiting any other rights of the Agent and the Lenders under this Agreement, the Applicable Margin for Loans shall be at Pricing Level 5 2 until such failure is cured within any applicable cure period, or waived in writing by the Required Lenders, in which event the Applicable Margin shall adjust, if necessary, on the first (1st) day of the first (1st) month following receipt of such Compliance Certificate. In If the event that the Agent and the Borrower determine that any consolidated financial statements previously delivered were incorrect of Borrower and its Subsidiaries are revised, restated or inaccurate (regardless of whether this Agreement or the Commitments are in effect when such inaccuracy is discovered)otherwise adjusted, and such inaccuracy, if corrected, would have led to the application of as a higher Applicable Margin for any period (an “Applicable Period”) than result thereof the Applicable Margin applied was calculated at a level which resulted in lower pricing for such Applicable Periodany period, then (i) the Borrower shall as soon as practicable deliver to the Agent the corrected financial statements for such Applicable Period, (ii) the Applicable Margin shall be determined as if the Pricing Level for such higher Applicable Margin were applicable for such Applicable Period, and (iii) the Borrower shall within three five (35) Business Days of demand thereof by the Agent such determination pay to Agent for the Agent account of the accrued additional Lenders the amount owing as a result of such increased Applicable Margin the excess that should have been paid for such Applicable Period, which payment shall be promptly applied by the Agent in accordance with this Agreementperiod.
Appears in 1 contract
Sources: Senior Secured Term Loan Agreement (Cogdell Spencer Inc.)
Applicable Margin. On any date The last paragraph of the definition of “Applicable Margin for LIBOR Rate Loans and Base Rate Loans shall be as Margin” set forth below based on the ratio in Section 1.1 of the Consolidated Total Indebtedness of REIT Credit Agreement is hereby deleted in its entirety and its respective Subsidiaries to the Gross Asset Value of REIT and its respective Subsidiariesfollowing substituted therefor: Pricing Level 1 Less than or equal to 35% 2.50 % 1.25 % Pricing Level 2 Greater than 35% but less than or equal to 40% 2.75 % 1.50 % Pricing Level 3 Greater than 40% but less than or equal to 45% 3.00 % 1.75 % Pricing Level 4 Greater than 45% but less than or equal to 55% 3.25 % 2.00 % Pricing Level 5 Greater than 55% 3.50 % 2.25 % “The initial Applicable Margin shall be at Pricing Level 4. The Applicable Margin shall not be adjusted based upon such ratio, if at all, until the first (1st) day re-determined as of the first (1st) month following the delivery by Borrower day of each quarter. Notwithstanding anything to the Agent of contrary herein, (i) during the Compliance Certificate after the end of a calendar quarter. In the event that Borrower shall fail to deliver to the Agent a quarterly Compliance Certificate on or before the date required by §7.4(c)Special Period, then without limiting any other rights of the Agent and the Lenders under this Agreement, (A) the Applicable Margin for on Special Loans outstanding shall be set at the margin in the row styled “Level III” above plus two (2%) percent per annum, and (B) the Applicable Margin on all other Revolving Loans shall be set at Pricing the margin in the row styled “Level 5 until such failure is cured within any applicable cure period, or waived in writing by the Required Lenders, in which event the Applicable Margin shall adjust, if necessary, on the first (1st) day of the first (1st) month following receipt of such Compliance Certificate. In the event that the Agent and the Borrower determine that any financial statements previously delivered were incorrect or inaccurate (regardless of whether this Agreement or the Commitments are in effect when such inaccuracy is discovered)III” above, and such inaccuracy, if corrected, would have led to the application of a higher Applicable Margin for any period (an “Applicable Period”) than the Applicable Margin applied for such Applicable Period, then (i) the Borrower shall as soon as practicable deliver to the Agent the corrected financial statements for such Applicable Period, (ii) the Applicable Margin shall be the highest percentage set forth in the grid above (or, in the case of Special Loans outstanding during the Special Period, the percentage determined under the foregoing clause (i) of this sentence) plus two (2%) percent per annum, at Agent’s option without notice, (A) for the period on and after the date of termination or non-renewal hereof until such time as if all Obligations are indefeasibly paid and satisfied in full in immediately available funds, (B) for the Pricing Level period from and after the date of the occurrence of any Event of Default, and for so long as such higher Applicable Margin were applicable for such Applicable PeriodEvent of Default is continuing as determined by Agent, and (iiiC) on the Borrower shall within three Revolving Loans to Borrowers at any time outstanding in excess of the Borrowing Base (3whether or not such excess(es) Business Days arise or are made with or without Agent’s or any Lender’s knowledge or consent and whether made before or after an Event of demand thereof by the Agent pay to the Agent the accrued additional amount owing as a result of such increased Default). The Applicable Margin for such Applicable Period, which payment as of the Closing Date shall be promptly applied by the Agent Applicable Margin shall be set at the margin in accordance with this Agreementthe row styled “Level II” above.”
Appears in 1 contract
Applicable Margin. On any date (a) Prior to the occurrence of the Capital Event, the Applicable Margin for LIBOR Rate Loans and Base Rate Loans shall be as follows: Notwithstanding the foregoing, in the event that the Capital Event does not occur on or before August 7, 2008, the Applicable Margin for LIBOR Rate Loans and Base Rate Loans shall be as follows: Such increase shall be effective immediately if the Capital Event does not occur on or before August 7, 2008.
(b) On any date following the occurrence of the Capital Event, the Applicable Margin for Term LIBOR Rate Loans and Term Base Rate Loans shall be as follows:
(c) On any date following the occurrence of the Capital Event, the Applicable Margin for Revolving Credit LIBOR Rate Loans and Revolving Credit Base Rate Loans shall be as set forth below based on the ratio of the Consolidated Total Indebtedness of REIT and its respective Subsidiaries Parent Borrower to the Gross Asset Value of REIT and its respective SubsidiariesParent Borrower: Pricing Level 1 Less than or equal to 35% 2.50 40% 1.25 % 0.00 % Pricing Level 2 Greater than 35% but less than or equal to 40% 2.75 but less than 50% 1.50 1.40 % 0.00 % Pricing Level 3 Greater than 40or equal to 50% but less than or equal to 4560% 3.00 1.60 % 1.75 0.00 % Pricing Level 4 Greater than 45% but less than or equal to 5560% 3.25 1.70 % 2.00 0.15 % Pricing Level 5 Greater than 55% 3.50 % 2.25 % The initial Applicable Margin shall be at Pricing Level 4. The Applicable Margin shall not be adjusted based upon such ratio, if at all, until the first (1st) day of the first (1st) month following the delivery by Parent Borrower to the Agent of the Compliance Certificate after at the end of a calendar quarter. In the event that Parent Borrower shall fail to deliver to the Agent a quarterly Compliance Certificate on or before the date required by §7.4(c), then without limiting any other rights of the Agent and the Lenders under this Agreement, the Applicable Margin for Revolving Credit Loans shall be at Pricing Level 5 4 until such failure is cured within any applicable cure period, or waived in writing by the Required Lenders, in which event the Applicable Margin shall adjust, if necessary, on the first (1st) day of the first (1st) month following receipt of such Compliance Certificate. In the event that the Agent and the Borrower determine that any financial statements previously delivered were incorrect or inaccurate (regardless of whether this Agreement or the Commitments are in effect when such inaccuracy is discovered), and such inaccuracy, if corrected, would have led to the application of a higher Applicable Margin for any period (an “Applicable Period”) than the Applicable Margin applied for such Applicable Period, then (i) the Borrower shall as soon as practicable deliver to the Agent the corrected financial statements for such Applicable Period, (ii) the Applicable Margin shall be determined as if the Pricing Level for such higher Applicable Margin were applicable for such Applicable Period, and (iii) the Borrower shall within three (3) Business Days of demand thereof by the Agent pay to the Agent the accrued additional amount owing as a result of such increased Applicable Margin for such Applicable Period, which payment shall be promptly applied by the Agent in accordance with this Agreement.
Appears in 1 contract
Applicable Margin. On any date from and after the date of this Agreement (and unless and until the Borrower obtains an Investment Grade Rating and irrevocably elects to have the Applicable Margin determined pursuant to subparagraph (b) below), the Applicable Margin for LIBOR Rate Loans and Base Rate Loans shall be as set forth below based on the ratio of the Consolidated Total Indebtedness of REIT and its respective Subsidiaries to the Gross Consolidated Total Adjusted Asset Value of REIT and its respective SubsidiariesValue: Pricing Level 1 Less than or equal to 3545% 2.50 1.35 % 1.25 0.35 % Pricing Level 2 Greater than 35or equal to 45% but less than or equal to 4050% 2.75 1.55 % 1.50 0.55 % Pricing Level 3 Greater than 40or equal to 50% but less than or equal to 4555% 3.00 1.70 % 1.75 0.70 % Pricing Level 4 Greater than 45% but less than or equal to 55% 3.25 but less than 60% 2.00 1.90 % 0.90 % Pricing Level 5 Greater than 55or equal to 60% 3.50 2.15 % 2.25 1.15 % The initial Applicable Margin shall be at Pricing Level 41. The At such time as this subparagraph (a) is applicable, the Applicable Margin shall not be adjusted based upon such ratio, if at all, until the first (1st) day of the first (1st) month following the delivery by the Borrower to the Agent of the Compliance Certificate after the end of a calendar quarter. In the event that the Borrower shall fail to deliver to the Agent a quarterly Compliance Certificate on or before the date required by §7.4(c7.1(c), then then, without limiting any other rights of the Agent and the Lenders under this Agreement, the Applicable Margin for Loans shall be at Pricing Level 5 until such failure is cured within any applicable cure period, or waived in writing by the Required Lenders, in which event the Applicable Margin shall adjust, if necessary, on the first (1st) day of the first (1st) month following receipt of such Compliance Certificate. In the event that the Agent and or the Borrower determine that any financial statements previously delivered were incorrect or inaccurate (regardless of whether this Agreement or the Commitments are in effect when such inaccuracy is discovered), and such inaccuracy, if corrected, would have led to the application of a higher Applicable Margin pursuant to this subparagraph (a) for any period (an “Applicable Period”) than the Applicable Margin that was applied for such Applicable Period, then (ia) the Borrower shall as soon as practicable deliver to the Agent the corrected financial statements for such Applicable Period, (iib) the Applicable Margin shall be determined as if the Pricing Level for such higher Applicable Margin were applicable for such Applicable Period, and (iiic) the Borrower shall within three (3) Business Days of demand thereof by the Agent pay to the Agent the accrued additional amount owing as a result of such increased Applicable Margin for such Applicable Period, which payment shall be promptly applied by the Agent in accordance with this Agreement.
Appears in 1 contract
Applicable Margin. On The following percentages per annum, based upon the Total Leverage Ratio as set forth in the most recent Compliance Certificate received by the Administrative Agent pursuant to §8.4(d): Any increase or decrease in the Applicable Margin resulting from a change in the Total Leverage Ratio shall become effective as of the first Business Day immediately following the date a Compliance Certificate is delivered pursuant to §8.4(d); provided, however, that if a Compliance Certificate is not delivered when due in accordance with such Section, then, upon the request of the Required Lenders, Level I shall apply as of the first Business Day after the date on which such Compliance Certificate was required to have been delivered and shall remain in effect until the date on which such Compliance Certificate is delivered. The Applicable Margin in effect from the Restatement Date through the date of delivery of the Compliance Certificate for the period ending March 31, 2019 (pursuant to §8.4(d)), with the financial statements to be delivered pursuant to §8.4(b), shall initially be set at Level II and in any date event shall be no lower than Level II. Notwithstanding the foregoing to the contrary, in the event either the Borrower or the Administrative Agent determines, in good faith, that the calculation of the Total Leverage Ratio on which the Applicable Margin for LIBOR Rate Loans and Base Rate Loans shall be any particular period was determined is inaccurate and, as set forth below based on the ratio of the Consolidated Total Indebtedness of REIT and its respective Subsidiaries to the Gross Asset Value of REIT and its respective Subsidiaries: Pricing Level 1 Less than or equal to 35% 2.50 % 1.25 % Pricing Level 2 Greater than 35% but less than or equal to 40% 2.75 % 1.50 % Pricing Level 3 Greater than 40% but less than or equal to 45% 3.00 % 1.75 % Pricing Level 4 Greater than 45% but less than or equal to 55% 3.25 % 2.00 % Pricing Level 5 Greater than 55% 3.50 % 2.25 % The initial Applicable Margin shall be at Pricing Level 4. The Applicable Margin shall not be adjusted based upon such ratio, if at all, until the first (1st) day of the first (1st) month following the delivery by Borrower to the Agent of the Compliance Certificate after the end of a calendar quarter. In the event that Borrower shall fail to deliver to the Agent a quarterly Compliance Certificate on or before the date required by §7.4(c), then without limiting any other rights of the Agent and the Lenders under this Agreementconsequence thereof, the Applicable Margin for Loans shall be at Pricing Level 5 until such failure is cured within any applicable cure periodwas lower or higher than it should have been, or waived in writing by the Required Lenders, in which event the Applicable Margin shall adjust, if necessary, on the first (1st) day of the first (1st) month following receipt of such Compliance Certificate. In the event that the Agent and the Borrower determine that any financial statements previously delivered were incorrect or inaccurate (regardless of whether this Agreement or the Commitments are in effect when such inaccuracy is discovered), and such inaccuracy, if corrected, would have led to the application of a higher Applicable Margin for any period (an “Applicable Period”) than the Applicable Margin applied for such Applicable Period, then (i) the Borrower shall promptly deliver (but in any event within ten (10) Business Days after the Borrower discovers such inaccuracy or the Borrower is notified by the Administrative Agent of such inaccuracy, as soon as practicable deliver the case may be) to the Administrative Agent the corrected correct financial statements for such period (and if such financial statements are not accurately restated and delivered within thirty (30) days after the first discovery of such inaccuracy by the Borrower or such notice, as the case may be, and the Applicable PeriodMargin was lower than it should have been, then Level I shall apply retroactively for such period until such time as the correct financial statements are delivered and, upon the delivery of such corrected financial statements, thereafter the corrected Level shall apply for such period), (ii) the Administrative Agent shall determine and notify the Borrower of the amount of interest that would have been due in respect of outstanding Obligations, if any, during such period had the Applicable Margin shall be determined as if been calculated based on the Pricing correct Total Leverage Ratio (or, to the extent applicable, the Level for such higher I Applicable Margin if such corrected financial statements were applicable for such Applicable Period, not delivered as provided herein) and (iii) the Borrower shall within three (3) Business Days of demand thereof by the Agent promptly pay to the Administrative Agent the accrued additional difference, if any, between that amount owing as a result and the amount actually paid in respect of such increased Applicable Margin for such Applicable Period, which payment period. The foregoing notwithstanding shall be promptly applied by in no way limit the rights of the Administrative Agent in accordance with this Agreementor the Lenders to exercise their rights to impose the rate of interest applicable during an Event of Default as provided herein.
Appears in 1 contract
Sources: Revolving Credit Agreement (CAI International, Inc.)
Applicable Margin. On any date the The Applicable Margin provided for in Section 4.1(a) with respect to the Loans (the “Applicable Margin”) shall:
(i) for the period commencing on the Closing Date and ending on the date immediately preceding the initial Adjustment Date (as hereinafter defined), be 0.50% with respect to LIBOR Rate Loans and 0.00% with respect to Base Rate Loans shall and Swingline Loans; and
(ii) upon the initial Adjustment Date and at all times thereafter, be as set forth below based on the ratio of the Consolidated Total Indebtedness of REIT and its respective Subsidiaries determined by reference to the Gross Asset Value of REIT and its respective SubsidiariesAdjusted Leverage Ratio in accordance with the following charts: Pricing Level 1 Less I Greater than 2.75 to 1.00 1.25% 0.00% II Greater than or equal to 35% 2.50 % 1.25 % Pricing Level 2 Greater than 35% 2.00 to 1.00, but less than or equal to 402.75 to 1.00 0.75% 2.75 0.00% 1.50 III Less than 2.00 to 1.00 0.50% Pricing Level 3 Greater than 400.00% but less than or equal to 45% 3.00 % 1.75 % Pricing Level 4 Greater than 45% but less than or equal to 55% 3.25 % 2.00 % Pricing Level 5 Greater than 55% 3.50 % 2.25 % The initial Adjustments, if any, in the Applicable Margin shall be at Pricing Level 4made by the Administrative Agent on the tenth (10th) Business Day (the “Adjustment Date”) after either:
(A) receipt by the Administrative Agent of financial statements for the Borrower and its Subsidiaries delivered under Section 7.1(a) or (b), as applicable, and the accompanying Officer’s Compliance Certificate setting forth the Adjusted Leverage Ratio of the Borrower and its Subsidiaries as of the most recent fiscal quarter end; or
(B) receipt by the Administrative Agent of any Officer’s Compliance Certificate delivered in connection with a Permitted Acquisition setting forth the Adjusted Leverage Ratio of the Borrower and its Subsidiaries (as adjusted to give effect to the consummation of such Permitted Acquisition on a pro forma basis in accordance with GAAP, as if such Permitted Acquisition occurred on the first day of the applicable period of calculation for the Adjusted Leverage Ratio). The Administrative Agent agrees to give the Borrower and the Lenders notice of any adjustment in the Applicable Margin within two (2) Business Days of such adjustment; provided, that the Administrative Agent’s failure to give such notice shall not result in any liability to the Administrative Agent or in any way affect the validity of any such adjustment. In the event the Borrower fails to deliver such financial statements and certificate within the applicable time required hereunder, the Applicable Margin shall be the highest Applicable Margin set forth above until the delivery of such financial statements and certificate unless at such time the outstanding principal balance of the Loans are bearing interest at the “default rate” set forth in Section 4.1(d) below in which case the Applicable Margin shall not be adjusted based upon such ratio, if at all, until the first (1st) day of the first (1st) month following the delivery by Borrower increased pursuant to the Agent of the Compliance Certificate after the end of a calendar quarter. In the event that Borrower shall fail to deliver to the Agent a quarterly Compliance Certificate on or before the date required by §7.4(c), then without limiting any other rights of the Agent and the Lenders under this Agreement, the Applicable Margin for Loans shall be at Pricing Level 5 until such failure is cured within any applicable cure period, or waived in writing by the Required Lenders, in which event the Applicable Margin shall adjust, if necessary, on the first (1st) day of the first (1st) month following receipt of such Compliance Certificate. In the event that the Agent and the Borrower determine that any financial statements previously delivered were incorrect or inaccurate (regardless of whether this Agreement or the Commitments are in effect when such inaccuracy is discovered), and such inaccuracy, if corrected, would have led to the application of a higher Applicable Margin for any period (an “Applicable Period”) than the Applicable Margin applied for such Applicable Period, then (i) the Borrower shall as soon as practicable deliver to the Agent the corrected financial statements for such Applicable Period, (ii) the Applicable Margin shall be determined as if the Pricing Level for such higher Applicable Margin were applicable for such Applicable Period, and (iii) the Borrower shall within three (3) Business Days of demand thereof by the Agent pay to the Agent the accrued additional amount owing as a result of such increased Applicable Margin for such Applicable Period, which payment shall be promptly applied by the Agent in accordance with this Agreementsentence.
Appears in 1 contract
Sources: Credit Agreement (Rare Hospitality International Inc)
Applicable Margin. On any date the The Applicable Margin provided for LIBOR Rate in Section 3.1(a) with respect to the Loans (the "Applicable Margin") shall:
(i) for the period commencing on the Closing Date and Base Rate Loans shall ending on the date immediately preceding the fifth (5th) Business Day following receipt by the Administrative Agent of the financial statements of BREED and its Subsidiaries for the fiscal quarter ending March 31, 1997 and the accompanying Officer's Compliance Certificate, be as set forth below determined based on the ratio Leverage Ratio set forth in the Financial Condition Certificate delivered pursuant to Section 4.2(e)(ii) in accordance with the chart below;
(ii) for the period commencing on the fifth (5th) Business Day following receipt by the Administrative Agent of the Consolidated Total Indebtedness financial statements of REIT BREED and its respective Subsidiaries for the fiscal quarter ending June 30, 1997 and the accompanying Officer's Compliance Certificate and continuing through and including the Credit Facility Termination Date, be determined by reference to the Gross Asset Value Leverage Ratio as of REIT and its respective Subsidiariesthe end of the fiscal quarter immediately preceding the delivery of the applicable Officer's Compliance Certificate in accordance with the chart below: Pricing Level 1 Applicable Margin Per Annum Leverage Ratio Base Rate + LIBOR Rate + Greater than 3.25 0.00% 0.950% Less than or equal to 353.25 and greater than 3.00 0.00% 0.700% Less than or equal to 3.00 and greater than 2.50 0.00% 1.25 0.500% Pricing Level 2 Greater than 35% but less than or equal to 402.50 but greater than 2.00 0.00% 2.75 0.375% 1.50 % Pricing Level 3 Greater than 40% but less than or equal to 452.00 0.00% 3.00 0.300% 1.75 % Pricing Level 4 Greater than 45% but less than or equal to 55% 3.25 % 2.00 % Pricing Level 5 Greater than 55% 3.50 % 2.25 % The initial Applicable Margin shall be at Pricing Level 4. The Applicable Margin shall not be adjusted based upon such ratioAdjustments, if at all, until the first (1st) day of the first (1st) month following the delivery by Borrower to the Agent of the Compliance Certificate after the end of a calendar quarter. In the event that Borrower shall fail to deliver to the Agent a quarterly Compliance Certificate on or before the date required by §7.4(c), then without limiting any other rights of the Agent and the Lenders under this Agreement, the Applicable Margin for Loans shall be at Pricing Level 5 until such failure is cured within any applicable cure period, or waived in writing by the Required Lendersany, in which event the Applicable Margin shall adjust, if necessary, on the first (1st) day of the first (1st) month following receipt of such Compliance Certificate. In the event that the Agent and the Borrower determine that any financial statements previously delivered were incorrect or inaccurate (regardless of whether this Agreement or the Commitments are in effect when such inaccuracy is discovered), and such inaccuracy, if corrected, would have led to the application of a higher Applicable Margin for any period (an “Applicable Period”) than the Applicable Margin applied for such Applicable Period, then (i) the Borrower shall as soon as practicable deliver to the Agent the corrected financial statements for such Applicable Period, (ii) the Applicable Margin shall be determined made by the Administrative Agent on the tenth (10th) Business Day (the "Adjustment Date") after receipt by the Administrative Agent of quarterly financial statements for BREED and its Subsidiaries and the accompanying Officer's Compliance Certificate setting forth the Leverage Ratio as if of the Pricing Level for most recent fiscal quarter end. Subject to Section 3.1(d), in the event the Borrowers fail to deliver such higher financial statements and certificate within the time required by Section 6.2 hereof, the Applicable Margin were applicable for shall be the highest Applicable Margin set forth above until the delivery of such Applicable Period, financial statements and (iii) the Borrower shall within three (3) Business Days of demand thereof by the Agent pay certificate. Notwithstanding anything to the Agent contrary contained herein, in the accrued additional amount owing event the Interest Coverage Ratio (as a result determined pursuant to Section 8.3 of this Agreement) is less than 3.00 to 1.00 during the applicable period set forth in such increased Section 8.3, the Applicable Margin for such Applicable Period, which payment set forth in this Section 3.1 shall be promptly applied by deemed to be 1.000% with respect to LIBOR Rate Loans (unless the Agent in accordance Applicable Margin with respect to LIBOR Rate Loans is determined to be 1.250% pursuant to the terms of this AgreementSection 3.1(c)).
Appears in 1 contract
Applicable Margin. On any date For the purpose of this subsection 1.4, the “Applicable Margin” shall be determined as follows:
(i) subject to the provisions of subparagraph (iii) hereof, from and after the Closing Date, until the first Interest Adjustment Date, and thereafter from and after each Interest Adjustment Date until the next Interest Adjustment Date, the Applicable Margin for LIBOR Rate Loans and Base Rate Revolving Credit Loans (the “Applicable Base Rate Margin”) and for Revolving Credit Loans subject to a LIBOR Option (the “Applicable LIBOR Margin”) shall be as the respective amounts set forth below based on in the following table opposite the applicable ratio of outstanding Total Funded Debt to Adjusted EBITDA: Ratio of Outstanding Total Funded Debt to Adjusted EBITDA Applicable Base Rate Margin Applicable LIBOR Margin (for the Consolidated Total Indebtedness most recently concluded period of REIT and its respective Subsidiaries to the Gross Asset Value of REIT and its respective Subsidiaries: Pricing Level 1 Less four consecutive fiscal quarters) Greater than or equal to 35% 2.50 % 1.25 % Pricing Level 2 Greater than 35% 1.00:1.00 but less than or equal to 402.00:1.00 0% 2.75 2.75% 1.50 Less than 1.00:1.00 0% Pricing Level 3 Greater than 402.50% but less than or equal to 45% 3.00 % 1.75 % Pricing Level 4 Greater than 45% but less than or equal to 55% 3.25 % 2.00 % Pricing Level 5 Greater than 55% 3.50 % 2.25 % The initial Applicable Margin shall be at Pricing Level 4. The Applicable Margin shall not be adjusted based upon such ratio, if at all, in effect from the Closing Date until the first Interest Adjustment Date shall be 0% (1stin the case of the Applicable Base Rate Margin) or 2.50% (in the case of the Applicable LIBOR Margin).
(ii) As used herein, the term “Interest Adjustment Date” shall mean (A) the first day of the first month after the date on which each of the quarterly compliance certificates (1sttogether with quarterly unaudited financial statements for such quarter) month following required to be delivered under subsection 5.1 (the delivery by Borrower “Required Financial Statements”) with respect to the Agent then most recently ended quarter were due, if the foregoing table indicates an upward adjustment of the Compliance Certificate after the end of a calendar quarter. In the event that Borrower shall fail to deliver to the Agent a quarterly Compliance Certificate on or before the date required by §7.4(c), then without limiting any other rights of the Agent and the Lenders under this Agreement, the Applicable Margin for Loans shall be at Pricing Level 5 until such failure is cured within any applicable cure periodMargin, or waived in writing by (B) the Required Lenders, in which event the Applicable Margin shall adjust, if necessary, on later of such date or the first (1st) day of the first (1st) month following receipt after the date that all of the Required Financial Statements for such Compliance Certificate. In quarter shall have been received by the event that the Agent and the Borrower determine that any financial statements previously delivered were incorrect or inaccurate (regardless of whether this Agreement or the Commitments are in effect when such inaccuracy is discovered), and such inaccuracyAgent, if corrected, would have led to the application foregoing table indicates a downward adjustment of a higher Applicable Margin for any period (an “Applicable Period”) than the Applicable Margin applied for such Applicable Period, then (i) the Borrower shall as soon as practicable deliver to the Agent the corrected financial statements for such Applicable Period, (ii) the Applicable Margin shall be determined as if the Pricing Level for such higher Applicable Margin were applicable for such Applicable Period, and (iii) the Borrower shall within three (3) Business Days of demand thereof by the Agent pay to the Agent the accrued additional amount owing as a result of such increased Applicable Margin for such Applicable Period, which payment shall be promptly applied by the Agent in accordance with this AgreementMargin.
Appears in 1 contract
Sources: Revolving Credit Loan Agreement
Applicable Margin. On any The following percentages per annum, based upon the ratio of Consolidated Funded Debt to Consolidated Tangible Net Worth as set forth in the most recent Compliance Certificate received by the Administrative Agent pursuant to Section 8.4(d): II £ 2.5x and > 2.0x 2.50% 1.50% 0.30% III £ 2.0x and > 1.50x 2.25% 1.25% 0.30% IV £ 1.50x 2.00% 1.00% 0.25% Any increase or decrease in the Applicable Margin resulting from a change in the ratio of Consolidated Funded Debt to Consolidated Tangible Net Worth shall become effective as of the first Business Day immediately following the date a Compliance Certificate is delivered pursuant to Section 8.4(d); provided, however, that if a Compliance Certificate is not delivered when due in accordance with such Section, then, upon the request of the Required Lenders, Level I shall apply as of the first Business Day after the date on which such Compliance Certificate was required to have been delivered and shall remain in effect until the date on which such Compliance Certificate is delivered. The Applicable Margin in effect from the Second Amendment Effective Date through the period ending prior to the concurrent delivery of the Compliance Certificate (pursuant to Section 8.4(d)) with the financial statements to be delivered pursuant to Section 8.4(a) shall be set at no lower than Level II. Notwithstanding the foregoing to the contrary, in the event either the Borrowers or the Administrative Agent determines, in good faith, that the calculation of the ratio of Consolidated Funded Debt to Consolidated Tangible Net Worth on which the Applicable Margin for LIBOR Rate Loans and Base Rate Loans shall be any particular period was determined is inaccurate and, as set forth below based on the ratio of the Consolidated Total Indebtedness of REIT and its respective Subsidiaries to the Gross Asset Value of REIT and its respective Subsidiaries: Pricing Level 1 Less than or equal to 35% 2.50 % 1.25 % Pricing Level 2 Greater than 35% but less than or equal to 40% 2.75 % 1.50 % Pricing Level 3 Greater than 40% but less than or equal to 45% 3.00 % 1.75 % Pricing Level 4 Greater than 45% but less than or equal to 55% 3.25 % 2.00 % Pricing Level 5 Greater than 55% 3.50 % 2.25 % The initial Applicable Margin shall be at Pricing Level 4. The Applicable Margin shall not be adjusted based upon such ratio, if at all, until the first (1st) day of the first (1st) month following the delivery by Borrower to the Agent of the Compliance Certificate after the end of a calendar quarter. In the event that Borrower shall fail to deliver to the Agent a quarterly Compliance Certificate on or before the date required by §7.4(c), then without limiting any other rights of the Agent and the Lenders under this Agreementconsequence thereof, the Applicable Margin for Loans shall be at Pricing Level 5 until such failure is cured within any applicable cure periodwas lower or higher than it should have been, or waived in writing by the Required Lenders, in which event the Applicable Margin shall adjust, if necessary, on the first (1st) day of the first (1st) month following receipt of such Compliance Certificate. In the event that the Agent and the Borrower determine that any financial statements previously delivered were incorrect or inaccurate (regardless of whether this Agreement or the Commitments are in effect when such inaccuracy is discovered), and such inaccuracy, if corrected, would have led to the application of a higher Applicable Margin for any period (an “Applicable Period”) than the Applicable Margin applied for such Applicable Period, then (i) the Borrower Borrowers shall promptly deliver (but in any event within ten (10) Business Days after the Borrowers discover such inaccuracy or the Borrowers are notified by the Administrative Agent of such inaccuracy, as soon as practicable deliver the case may be) to the Administrative Agent the corrected correct financial statements for such period (and if such financial statements are not accurately restated and delivered within thirty (30) days after the first discovery of such inaccuracy by the Borrowers or such notice, as the case may be, and the Applicable PeriodMargin was lower than it should have been, then Level I shall apply retroactively for such period until such time as the correct financial statements are delivered and, upon the delivery of such corrected financial statements, thereafter the corrected Level shall apply for such period), (ii) the Administrative Agent shall determine and notify the Borrowers of the amount of interest that would have been due in respect of outstanding Obligations, if any, during such period had the Applicable Margin shall be determined as if been calculated based on the Pricing correct ratio of Consolidated Funded Debt to Consolidated Tangible Net Worth (or, to the extent applicable, the Level for such higher I Applicable Margin if such corrected financial statements were applicable for such Applicable Period, not delivered as provided herein) and (iii) the applicable Borrower shall within three (3) Business Days of demand thereof by the Agent promptly pay to the Administrative Agent the accrued additional difference, if any, between that amount owing as a result and the amount actually paid in respect of such increased Applicable Margin for such Applicable Period, which payment period. The foregoing notwithstanding shall be promptly applied by in no way limit the rights of the Administrative Agent in accordance with this Agreementor the Lenders to exercise their rights to impose the rate of interest applicable during an Event of Default as provided herein.
Appears in 1 contract
Sources: Revolving Credit Agreement (CAI International, Inc.)
Applicable Margin. On any date the The Applicable Margin for LIBOR Rate Loans and Base Rate Loans shall be a percentage per annum as set forth below based on the ratio of the applicable Leverage Ratio: Pricing Level Leverage Ratio (Consolidated Total Indebtedness of REIT and its respective Subsidiaries to the Gross Consolidated Total Asset Value of REIT and its respective Subsidiaries: Value) 1 Leverage Ratio (Consolidated Total Indebtedness to EBITDA) 2 Applicable Margin for LIBOR Rate Loans Applicable Margin for Base Rate Loans Pricing Level 1 Less than or equal 45% Less than 5 to 351 2.25% 2.50 % 1.25 1.25% Pricing Level 2 Greater than 35% but less than ▇▇▇▇▇ ▇ Equal to or equal to 40% 2.75 % 1.50 % Pricing Level 3 Greater than 40% but less than or equal to 45% 3.00 % 1.75 % Pricing Level 4 Greater greater than 45% but less than or equal to 55% 3.25 Equal to or greater than 5 to 1 but less than 5.5 to 1 2.50% 2.00 1.50% Pricing Level 5 Greater ▇▇▇▇▇ ▇ Equal to or greater than 55% 3.50 Equal to or greater than 5.5 to 1 3.00% 2.25 2.00% 1 The initial Applicable Margin shall be at Pricing Level 4grid is applicable prior to March 31, 2019. 2 This grid is applicable commencing on March 31, 2019 and continuing thereafter. The Applicable Margin shall not be adjusted based upon such ratio, if at all, until the first (1st) day of the first (1st) month following the delivery by Borrower REIT to the Agent of the Compliance Certificate after the end of a calendar fiscal quarter. In the event that Borrower REIT shall fail to deliver to the Agent a quarterly Compliance Certificate on or before the date required by §7.4(c), then without limiting any other rights of the Agent and the Lenders under this Agreement, the Applicable Margin for Loans shall be at Pricing Level 5 3 until such failure is cured within any applicable cure period, or waived in writing by the Required Lenders, in which event the Applicable Margin shall adjust, if necessary, on the first (1st) day of the first (1st) month following receipt of such Compliance Certificate. In the event that the Agent and Agent, REIT or the Borrower determine that any financial statements previously delivered were incorrect or inaccurate (regardless of whether this Agreement or the Commitments are in effect when such inaccuracy is discovered), and such inaccuracy, if corrected, would have led to the application of a higher Applicable Margin for any period (an “"Applicable Period”") than the Applicable Margin applied for such Applicable Period, then (ia) the Borrower shall as soon as practicable deliver to the Agent the corrected financial statements for such Applicable Period, (iib) the Applicable Margin shall be determined as if the Pricing Level for such higher Applicable Margin were applicable for such Applicable Period, and (iiic) the Borrower shall within three (3) Business Days of demand thereof by the Agent pay to the Agent the accrued additional amount owing as a result of such increased Applicable Margin for such Applicable Period, which payment shall be promptly applied by the Agent in accordance with this Agreement.
Appears in 1 contract
Applicable Margin. On any date from and after the date of this Agreement (and unless and until the Borrower obtains an Investment Grade Rating and irrevocably elects to have the Applicable Margin determined pursuant to subparagraph (b) below), the Applicable Margin for LIBOR Rate Loans and Base Rate Loans shall be as set forth below based on the ratio of the Consolidated Total Indebtedness of REIT and its respective Subsidiaries to the Gross Consolidated Total Adjusted Asset Value of REIT and its respective SubsidiariesValue: Pricing Level Ratio LIBOR Rate Loans Base Rate Loans Pricing Level 1 Less than or equal to 3545% 2.50 1.35% 1.25 0.35% Pricing Level 2 Greater than 35or equal to 45% but less than or equal to 4050% 2.75 1.55% 1.50 0.55% Pricing Level 3 Greater than 40or equal to 50% but less than or equal to 4555% 3.00 1.70% 1.75 0.70% Pricing Level 4 Greater than 45% but less than or equal to 55% 3.25 but less than 60% 2.00 1.90% 0.90% Pricing Level 5 Greater than 55or equal to 60% 3.50 2.15% 2.25 1.15% The initial Applicable Margin shall be at Pricing Level 41. The At such time as this subparagraph (a) is applicable, the Applicable Margin shall not be adjusted based upon such ratio, if at all, until the first (1st) day of the first (1st) month following the delivery by the Borrower to the Agent of the Compliance Certificate after the end of a calendar quarter. In the event that the Borrower shall fail to deliver to the Agent a quarterly Compliance Certificate on or before the date required by §7.4(c7.1(c), then then, without limiting any other rights of the Agent and the Lenders under this Agreement, the Applicable Margin for Loans shall be at Pricing Level 5 until such failure is cured within any applicable cure period, or waived in writing by the Required Lenders, in which event the Applicable Margin shall adjust, if necessary, on the first (1st) day of the first (1st) month following receipt of such Compliance Certificate. In the event that the Agent and or the Borrower determine that any financial statements previously delivered were incorrect or inaccurate (regardless of whether this Agreement or the Commitments are in effect when such inaccuracy is discovered), and such inaccuracy, if corrected, would have led to the application of a higher Applicable Margin pursuant to this subparagraph (a) for any period (an “Applicable Period”) than the Applicable Margin that was applied for such Applicable Period, then (ia) the Borrower shall as soon as practicable deliver to the Agent the corrected financial statements for such Applicable Period, (iib) the Applicable Margin shall be determined as if the Pricing Level for such higher Applicable Margin were applicable for such Applicable Period, and (iiic) the Borrower shall within three (3) Business Days of demand thereof by the Agent pay to the Agent the accrued additional amount owing as a result of such increased Applicable Margin for such Applicable Period, which payment shall be promptly applied by the Agent in accordance with this Agreement.
Appears in 1 contract
Sources: Term Credit Agreement
Applicable Margin. On any date the Applicable Margin for LIBOR Rate Loans and Base Rate Loans shall be as set forth below based on the ratio of the Consolidated Total Indebtedness of REIT and its respective Subsidiaries to the Gross Asset Value of REIT and its respective Subsidiaries: Pricing Level 1 Less than or equal to 35% 2.50 1.75 % 1.25 0.75 % Pricing Level 2 Greater than or equal to 35% but less than 40% 2.00 % 1.00 % Pricing Level 3 Greater than or equal to 40% 2.75 but less than 45% 1.50 2.25 % 1.25 % Pricing Level 3 4 Greater than 40% but less than or equal to 45% 3.00 but less than 55% 1.75 2.50 % 1.50 % Pricing Level 4 5 Greater than 45% but less than or equal to 55% 3.25 2.75 % 2.00 % Pricing Level 5 Greater than 55% 3.50 % 2.25 1.75 % The initial Applicable Margin shall be at Pricing Level 41. The Applicable Margin shall not be adjusted based upon such ratio, if at all, until the first (1st) day of the first (1st) month following the delivery by Borrower to the Agent of the Compliance Certificate after the end of a calendar quarter. In the event that Borrower shall fail to deliver to the Agent a quarterly Compliance Certificate on or before the date required by §7.4(c), then without limiting any other rights of the Agent and the Lenders under this Agreement, the Applicable Margin for Loans shall be at Pricing Level 5 until such failure is cured within any applicable cure period, or waived in writing by the Required Lenders, in which event the Applicable Margin shall adjust, if necessary, on the first (1st) day of the first (1st) month following receipt of such Compliance Certificate. In the event that the Agent and Agent, REIT, or the Borrower determine that any financial statements previously delivered were incorrect or inaccurate (regardless of whether this Agreement or the Revolving Credit Commitments are in effect when such inaccuracy is discovered), and such inaccuracy, if corrected, would have led to the application of a higher Applicable Margin for any period (an “Applicable Period”) than the Applicable Margin applied for such Applicable Period, then (i) the Borrower shall as soon as practicable deliver to the Agent the corrected financial statements for such Applicable Period, (ii) the Applicable Margin shall be determined as if the Pricing Level for such higher Applicable Margin were applicable for such Applicable Period, and (iii) the Borrower shall within three (3) Business Days of demand thereof by the Agent pay to the Agent the accrued additional amount owing as a result of such increased Applicable Margin for such Applicable Period, which payment shall be promptly applied by the Agent in accordance with this Agreement.
Appears in 1 contract
Sources: Credit Agreement (Carter Validus Mission Critical REIT II, Inc.)
Applicable Margin. On any date date, the Applicable Margin for LIBOR Rate Loans and Base Rate Loans shall be a percentage per annum as set forth below based on the ratio of the Consolidated Total Indebtedness of REIT and its respective Subsidiaries to the Gross Borrower’s Consolidated Total Adjusted Asset Value of REIT and its respective SubsidiariesValue: Pricing Level 1 Less than or equal to 3545% 2.50 1.90 % 1.25 0.90 % Pricing Level 2 Greater than 35% but less than Equal to or equal to 40% 2.75 % 1.50 % Pricing Level 3 Greater than 40% but less than or equal to 45% 3.00 % 1.75 % Pricing Level 4 Greater greater than 45% but less than or equal to 5550% 3.25 2.15 % 2.00 1.15 % Pricing Level 5 Greater 3 Equal to or greater than 50% but less than 55% 3.50 2.25 % 2.25 1.25 % Pricing Level 4 Equal to or greater than 55% 2.50 % 1.50 % The initial Applicable Margin shall be at Pricing Level 4[1]. The Applicable Margin for each Base Rate Loan shall be determined by reference to the ratio of Consolidated Total Indebtedness to Consolidated Total Adjusted Asset Value in effect from time to time, and the Applicable Margin for any Interest Period for all LIBOR Rate Loans comprising part of the same borrowing shall be determined by reference to the ratio of Consolidated Total Indebtedness to Consolidated Total Adjusted Asset Value in effect on the first (1st) day of such Interest Period. The Applicable Margin shall not be adjusted based upon such ratio, if at all, until the first (1st) day of the first (1st) month following the delivery by Borrower REIT to the Agent of the Compliance Certificate after the end of a calendar quarter. In the event that Borrower REIT shall fail to deliver to the Agent a quarterly Compliance Certificate on or before the date required by §7.4(c), then without limiting any other rights of the Agent and the Lenders under this Agreement, the Applicable Margin for Loans shall be at Pricing Level 5 4 until such failure is cured within any applicable cure period, or waived in writing by the Required Lenders, Lenders in which event the Applicable Margin shall adjust, if necessary, on the first (1st) day of the first (1st) month following receipt of such Compliance Certificate. In the event that the Agent and Agent, REIT or the Borrower determine that any financial statements previously delivered were incorrect or inaccurate (regardless of whether this Agreement or the Commitments are in effect when such inaccuracy is discovered), and such inaccuracy, if corrected, would have led to the application of a higher Applicable Margin for any period (an “Applicable Period”) than the Applicable Margin applied for such Applicable Period, then (ia) the Borrower shall as soon as practicable deliver to the Agent the corrected financial statements for such Applicable Period, (iib) the Applicable Margin shall be determined as if the Pricing Level for such higher Applicable Margin were applicable for such Applicable Period, and (iiic) the Borrower shall within three (3) Business Days of demand thereof by the Agent pay to the Agent the accrued additional amount owing as a result of such increased Applicable Margin for such Applicable Period, which payment shall be promptly applied by the Agent in accordance with this Agreement.
Appears in 1 contract
Applicable Margin. On any date the Applicable Margin for LIBOR Rate Loans and Base Rate Loans each calendar quarter shall be as the applicable percentage per annum set forth below based on the ratio of the Consolidated Total Indebtedness of REIT and its respective Subsidiaries determined by reference to the Gross Asset Value average daily level of REIT and its respective SubsidiariesAggregate Revolver Excess Availability during the previous calendar quarter: Pricing Level 1 Aggregate Revolver Excess Availability Base Rate Loans/ Canadian Prime Rate Loans LIBOR Loans/ Canadian BA Rate Loans Standby Letter of Credit Fee Documentary Letter of Credit Fee I Greater than $60,000,000 1.25 % 2.25 % 2.25 % 1.75 % II Less than or equal to 35$60,000,000 but greater than $40,000,000 1.50 % 2.50 % 1.25 2.50 % Pricing Level 2 Greater than 352.00 % but less III Less than or equal to 40$40,000,000 but greater than $20,000,000 1.75 % 2.75 % 1.50 2.75 % Pricing Level 3 Greater than 402.25 % but less IV Less than or equal to 45$20,000,000 2.00 % 3.00 % 1.75 3.00 % Pricing Level 4 Greater than 452.50 % but less than or equal to 55% 3.25 % 2.00 % Pricing Level 5 Greater than 55% 3.50 % 2.25 % The initial Applicable Margin shall be at Pricing Level 4. The Applicable Margin shall not be adjusted based upon such ratio, if at all, until Notwithstanding the first (1st) day of the first (1st) month following the delivery by Borrower to the Agent of the Compliance Certificate after the end of a calendar quarter. In the event that Borrower shall fail to deliver to the Agent a quarterly Compliance Certificate on or before the date required by §7.4(c), then without limiting any other rights of the Agent and the Lenders under this Agreementforegoing, the Applicable Margin for Loans in effect from the Closing Date through June 30, 2011 shall be at Pricing Level 5 until such failure is cured within any applicable cure period, or waived in writing by the Required Lenders, in which event the Applicable Margin set forth in Level IV above. Thereafter, the margins shall adjust, if necessary, be subject to increase or decrease on a quarterly basis. Not more than ten (10) Business Days after the first day of each calendar quarter, the Administrative Agent shall determine the Applicable Margin for such calendar quarter (1st) day which shall be effective as of the first (1st) month following receipt calendar day of such Compliance Certificatecalendar quarter) based on the average daily level of Aggregate Revolver Excess Availability for the prior calendar quarter. In Additionally, in any calendar quarter (commencing with the event calendar quarter beginning on July 1, 2011) that the Agent and Applicable Margin, as determined by reference to the Borrower determine that any financial statements previously delivered were incorrect or inaccurate (regardless average daily level of whether this Agreement or Aggregate Revolver Excess Availability during the Commitments are in effect when such inaccuracy is discovered), and such inaccuracy, if correctedprevious calendar quarter, would have led to been set at either Level II, Level III or Level IV above, and the application Interest Coverage Ratio for the immediately preceding Fiscal Quarter shall have been greater than 1:1, then, so long as no Default or Event of a higher Applicable Margin for any period (an “Applicable Period”) than the Applicable Margin applied for such Applicable PeriodDefault exists, then (i) the Borrower shall as soon as practicable deliver to the Agent the corrected financial statements for such Applicable Period, (ii) the Applicable Margin shall be determined as if the Pricing upgraded by one Level for such higher calendar quarter (which shall be effective as of the first calendar day of such calendar quarter) such that the Applicable Margin were applicable for such Applicable Periodset forth in Level I, and (iii) Level II or Level III, as the Borrower case may be, shall within three (3) Business Days of demand thereof by the Agent pay to the Agent the accrued additional amount owing apply. If, as a result of such increased Applicable Margin any restatement of or other adjustment to the Aggregate Revolver Excess Availability or Interest Coverage Ratio calculations or for any other reason, the Borrowers or the Administrative Agent determines that (i) the Aggregate Revolver Excess Availability or Interest Coverage Ratio as calculated by the Borrowers as of any applicable date was inaccurate and (ii) a proper calculation of the Aggregate Revolver Excess Availability or Interest Coverage Ratio would have resulted in higher pricing for such period, the Borrowers shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the Applicable PeriodLenders or the Issuing Banks, which payment as the case may be, promptly on demand by the Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to the Borrowers under any Insolvency Proceeding, automatically and without further action by the Administrative Agent, any Lender or the Issuing Banks), an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period. This paragraph shall not limit the rights of the Administrative Agent, any Lender or the Issuing Banks hereunder and the Borrowers’ obligations under this paragraph shall survive the termination of the Commitments and the repayment of all other Obligations hereunder. Applicable Pension Legislation - at any time, any pension or retirement benefits legislation (be it national, federal, provincial, territorial, foreign or otherwise) then applicable to the Borrowers or any of their Subsidiaries. Applicable Unused Fee Rate - the Applicable Unused Fee Rate for each calendar quarter shall be promptly applied the applicable percentage per annum set forth below determined by reference to the average daily Total Revolver Outstandings (excluding Swingline Loans) during the prior calendar quarter: Level Total Revolver Outstandings (excluding Swingline Loans Applicable Unused Fee Rate I Greater than 50% of the Total Revolver Commitments 0.375 % II Less than or equal to 50% of the Total Revolver Commitments 0.50 % Notwithstanding the foregoing, the Applicable Unused Fee Rate in effect from the Closing Date through June 30, 2011 shall be the Applicable Unused Fee Rate set forth in Level I above. Thereafter, the applicable rate shall be subject to increase or decrease on a quarterly basis. Not more than ten (10) Business Days after the first day of each calendar quarter, the Administrative Agent shall determine the Applicable Unused Fee Rate for such calendar quarter (which shall be effective as of the first calendar day of such calendar quarter) based on the average daily level of Total Revolver Outstandings (excluding Swingline Loans) during the prior calendar quarter. If, as a result of any restatement of or other adjustment to the Total Revolver Outstandings (excluding Swingline Loans) calculations or for any other reason, the Borrowers or the Administrative Agent determines that (i) the average daily Total Revolver Outstandings (excluding Swingline Loans) as calculated by the Borrowers for any applicable calendar quarter was inaccurate and (ii) a proper calculation of the average daily Total Revolver Outstandings (excluding Swingline Loans) for such applicable calendar quarter would have resulted in higher pricing for such period, the Borrowers shall immediately and retroactively be obligated to pay to the Administrative Agent in accordance for the account of the Applicable Lenders, promptly on demand by the Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to the Borrowers under any Insolvency Proceeding, automatically and without further action by the Administrative Agent or any Lender), an amount equal to the excess of the amount of fees that should have been paid for such period over the amount of fees actually paid for such period. This paragraph shall not limit the rights of the Administrative Agent, any Lender or the Issuing Banks hereunder and the Borrowers’ obligations under this Agreementparagraph shall survive the termination of the Commitments and the repayment of all other Obligations hereunder.
Appears in 1 contract
Sources: Revolving Credit and Security Agreement (Birks & Mayors Inc.)
Applicable Margin. On any date the The Applicable Margin provided for in Section 4.1(a) with respect to the Loans (the "Applicable Margin") shall be determined by reference to the Leverage Ratio in accordance with the following chart: Applicable Margin Per Annum Level Leverage Ratio LIBOR + Base Rate + ----- -------------- ------- ----------- I Greater than 2.25 to 1.00 2.00% .75% II Equal to or less than 1.75% .50% 2.25 to 1.00 but greater than 1.50 to 1.00 III Equal to or less than 1.50% .25% 1.50 to 1.00 The Applicable Margin on the Closing Date shall be 1.50% with respect to LIBOR Rate Loans and 0.25% with respect to Base Rate Loans shall be as set forth below based on Loans. Adjustments, if any, in the ratio of the Consolidated Total Indebtedness of REIT and its respective Subsidiaries to the Gross Asset Value of REIT and its respective Subsidiaries: Pricing Level 1 Less than or equal to 35% 2.50 % 1.25 % Pricing Level 2 Greater than 35% but less than or equal to 40% 2.75 % 1.50 % Pricing Level 3 Greater than 40% but less than or equal to 45% 3.00 % 1.75 % Pricing Level 4 Greater than 45% but less than or equal to 55% 3.25 % 2.00 % Pricing Level 5 Greater than 55% 3.50 % 2.25 % The initial Applicable Margin shall be at Pricing Level 4made by the Administrative Agent on the tenth (10th) Business Day (the "Adjustment Date") after receipt by the Administrative Agent of financial statements for the Borrower and its Subsidiaries delivered under Section 7.1(a) or (b), as applicable, and the accompanying Officer's Compliance Certificate setting forth the Leverage Ratio as of the most recent fiscal quarter end. The Administrative Agent agrees to give the Borrower and the Lenders notice of any adjustment in the Applicable Margin within two (2) Business Days of such adjustment; provided, that the Administrative Agent's failure to give such notice shall not result in any liability to the Administrative Agent or in any way affect the validity of any such adjustment. In the event the Borrower fails to deliver such financial statements and certificate within the time required by Sections 7.1(a) and 7.2 hereof, the Applicable Margin shall be the highest Applicable Margin set forth above until the delivery of such financial statements and certificate unless at such time the outstanding principal balance of any Loans are bearing interest at the "default rate" set forth in Section 4.1(d) below, in which case the Applicable Margin shall not be adjusted based upon such ratio, if at all, until the first (1st) day of the first (1st) month following the delivery by Borrower increased pursuant to the Agent of the Compliance Certificate after the end of a calendar quarter. In the event that Borrower shall fail to deliver to the Agent a quarterly Compliance Certificate on or before the date required by §7.4(c), then without limiting any other rights of the Agent and the Lenders under this Agreement, the Applicable Margin for Loans shall be at Pricing Level 5 until such failure is cured within any applicable cure period, or waived in writing by the Required Lenders, in which event the Applicable Margin shall adjust, if necessary, on the first (1st) day of the first (1st) month following receipt of such Compliance Certificate. In the event that the Agent and the Borrower determine that any financial statements previously delivered were incorrect or inaccurate (regardless of whether this Agreement or the Commitments are in effect when such inaccuracy is discovered), and such inaccuracy, if corrected, would have led to the application of a higher Applicable Margin for any period (an “Applicable Period”) than the Applicable Margin applied for such Applicable Period, then (i) the Borrower shall as soon as practicable deliver to the Agent the corrected financial statements for such Applicable Period, (ii) the Applicable Margin shall be determined as if the Pricing Level for such higher Applicable Margin were applicable for such Applicable Period, and (iii) the Borrower shall within three (3) Business Days of demand thereof by the Agent pay to the Agent the accrued additional amount owing as a result of such increased Applicable Margin for such Applicable Period, which payment shall be promptly applied by the Agent in accordance with this Agreementsentence.
Appears in 1 contract
Applicable Margin. On any date date, the Applicable Margin for LIBOR Rate Loans and Base Rate Loans shall be as set forth below based on the ratio of the Consolidated Total Indebtedness of REIT and its respective Subsidiaries to the Gross Consolidated Total Asset Value of REIT and its respective SubsidiariesValue: Pricing Level 1 Less than or equal to 3540% 2.50 1.60 % 1.25 0.35 % Pricing Level 2 Greater than 35% but less than or equal to 40% 2.75 but less than 45% 1.50 1.75 % 0.50 % Pricing Level 3 Greater than 40% but less than or equal to 45% 3.00 but less than 50% 1.75 1.90 % 0.65 % Pricing Level 4 Greater than 45or equal to 50% but less than 55% 2.05 % 0.80 % Pricing Level 5 Greater than or equal to 55% 3.25 2.20 % 2.00 0.95 % Notwithstanding the foregoing, until such time that Consolidated Tangible Net Worth exceeds $350,000,000.00, as demonstrated by the quarterly Compliance Certificate and financial statements delivered to Agent and the Lenders in compliance with §7.4, then the Applicable Margin for LIBOR Rate Loans and Base Rate Loans shall be thirty-five basis points (0.35%) higher across all Pricing Level 5 Greater than 55% 3.50 % 2.25 % Levels set forth above. The initial Applicable Margin shall be at Pricing Level 41. The Applicable Margin shall not be adjusted based upon such ratio, if at all, until the first (1st) day of the first (1st) month following the delivery by the Borrower to the Agent of the Compliance Certificate after the end of a calendar quarter. In the event that the Borrower shall fail to deliver to the Agent a quarterly Compliance Certificate on or before the date required by §7.4(c), then then, without limiting any other rights of the Agent and the Lenders under this Agreement, the Applicable Margin for Loans shall be at Pricing Level 5 until such failure is cured within any applicable cure period, or waived in writing by the Required Majority Lenders, in which event the Applicable Margin shall adjust, if necessary, on the first (1st) day of the first (1st) month following receipt of such Compliance Certificate. In the event that the Agent and Agent, REIT or the Borrower in good faith determine that any financial statements previously delivered were incorrect or inaccurate (regardless of whether this Agreement or the Commitments are in effect when such inaccuracy is discovered), and such inaccuracy, if corrected, would have led to the application of a higher Applicable Margin for any period (an “Applicable Period”) than the Applicable Margin applied for such Applicable Period, then (ia) the Borrower shall as soon as practicable deliver to the Agent the corrected financial statements for such Applicable Period, (iib) the Applicable Margin shall be determined as if the Pricing Level for such higher Applicable Margin were applicable for such Applicable Period, and (iiic) the Borrower shall within three (3) Business Days of demand thereof by the Agent pay to the Agent the accrued additional amount owing as a result of such increased Applicable Margin for such Applicable Period, which payment shall be promptly applied by the Agent in accordance with this Agreement.
Appears in 1 contract
Sources: Senior Secured Revolving Credit Agreement (American Realty Capital Healthcare Trust II, Inc.)
Applicable Margin. On any date from and after the date of this Agreement (and unless and until the Borrower obtains an Investment Grade Rating and irrevocably elects to have the Applicable Margin determined pursuant to subparagraph (b) below), the Applicable Margin for LIBOR Rate Loans and Base Rate Loans shall be as set forth below based on the ratio of the Consolidated Total Indebtedness of REIT and its respective Subsidiaries to the Gross Consolidated Total Adjusted Asset Value of REIT and its respective SubsidiariesValue: Pricing Level 1 Less than or equal to 3545% 2.50 1.751.35 % 1.25 0.750.35 % Pricing Level 2 Greater than 35or equal to 45% but less than or equal to 4050% 2.75 2.001.55 % 1.50 1.000.55 % Pricing Level 3 Greater than 40or equal to 50% but less than or equal to 456055% 3.00 2.251.70 % 1.75 1.250.70 % Pricing Level 4 Greater than 45% but less than or equal to 55% 3.25 but less than 60% 2.00 2.501.90 % Pricing Level 5 Greater than 55% 3.50 % 2.25 1.500.90 % The initial Applicable Margin shall be at Pricing Level 43. The The1. At such time as this subparagraph (a) is applicable, the Applicable Margin shall not be adjusted based upon such ratio, if at all, until the first (1st) day of the first (1st) month following the delivery by the Borrower to the Agent of the Compliance Certificate after the end of a calendar quarter. In the event that the Borrower shall fail to deliver to the Agent a quarterly Compliance Certificate on or before the date required by §7.4(c7.1(c), then then, without limiting any other rights of the Agent and the Lenders under this Agreement, the Applicable Margin for Loans shall be at Pricing Level 5 ▇▇▇▇▇ ▇▇ until such failure is cured within any applicable cure period, or waived in writing by the Required Lenders, in which event the Applicable Margin shall adjust, if necessary, on the first (1st) day of the first (1st) month following receipt of such Compliance Certificate. In the event that the Agent and or the Borrower determine that any financial statements previously delivered were incorrect or inaccurate (regardless of whether this Agreement or the Commitments are in effect when such inaccuracy is discovered), and such inaccuracy, if corrected, would have led to the application of a higher Applicable Margin pursuant to this subparagraph (a) for any period (an “Applicable Period”) than the Applicable Margin that was applied for such Applicable Period, then (ia) the Borrower shall as soon as practicable deliver to the Agent the corrected financial statements for such Applicable Period, (iib) the Applicable Margin shall be determined as if the Pricing Level for such higher Applicable Margin were applicable for such Applicable Period, and (iiic) the Borrower shall within three (3) Business Days of demand thereof by the Agent pay to the Agent the accrued additional amount owing as a result of such increased Applicable Margin for such Applicable Period, which payment shall be promptly applied by the Agent in accordance with this Agreement.
Appears in 1 contract
Applicable Margin. On any date date, the Applicable Margin for LIBOR Rate Revolving Credit Loans, Base Rate Revolving Credit Loans, LIBOR Rate Term Loans and Base Rate Term Loans shall be a percentage per annum as set forth below based on the ratio of the Consolidated Total Indebtedness of REIT and its respective Subsidiaries to the Gross Consolidated Total Asset Value of REIT and its respective SubsidiariesValue: Pricing Level 1 Less than or equal to 3540% 2.50 1.60% 1.25 0.35% 1.55% 0.30% Pricing Level 2 Greater than 35% but less than or equal to 40% 2.75 but less than 45% 1.50 1.75% 0.50% 1.70% 0.45% Pricing Level 3 Greater than 40% but less than or equal to 45% 3.00 but less than 50% 1.75 1.90% 0.65% 1.85% 0.60% Pricing Level 4 Greater than 45or equal to 50% but less than 55% 2.05% 0.80% 2.00% 0.75% Pricing Level 5 Greater than or equal to 55% 3.25 2.20% 2.00 0.95% Pricing Level 5 Greater than 552.15% 3.50 % 2.25 0.90% The initial Applicable Margin shall be at Pricing Level 4. The Applicable Margin shall not be adjusted based upon such ratio, if at all, until the first (1st) day of the first (1st) month following the delivery by the Borrower to the Agent of the Compliance Certificate after the end of a calendar quarter. In the event that the Borrower shall fail to deliver to the Agent a quarterly Compliance Certificate on or before the date required by §7.4(c), then then, without limiting any other rights of the Agent and the Lenders under this Agreement, the Applicable Margin for Loans shall be at Pricing Level 5 until such failure is cured within any applicable cure period, or waived in writing by the Required Majority Lenders, in which event the Applicable Margin shall adjust, if necessary, on the first (1st) day of the first (1st) month following receipt of such Compliance Certificate. In the event that the Agent and Agent, REIT or the Borrower determine in good faith determines that any financial statements previously delivered were incorrect or inaccurate (regardless of whether this Agreement or the Commitments are in effect when such inaccuracy is discovered), and such inaccuracy, if corrected, would have led to the application of a higher Applicable Margin for any period (an “Applicable Period”) than the Applicable Margin applied for such Applicable Period, then (ia) the Borrower shall as soon as practicable deliver to the Agent the corrected financial statements for such Applicable Period, (iib) the Applicable Margin shall be determined as if the Pricing Level for such higher Applicable Margin were applicable for such Applicable Period, and (iiic) the Borrower shall within three (3) Business Days of demand thereof by the Agent pay to the Agent the accrued additional amount owing as a result of such increased Applicable Margin for such Applicable Period, which payment shall be promptly applied by the Agent in accordance with this Agreement.
Appears in 1 contract
Sources: Senior Secured Credit Agreement (Healthcare Trust, Inc.)
Applicable Margin. On any date the Applicable Margin for LIBOR Rate Loans and Base Rate Loans shall be as set forth below based For each period commencing on the ratio of the Consolidated Total Indebtedness of REIT and its respective Subsidiaries to the Gross Asset Value of REIT and its respective Subsidiaries: Pricing Level 1 Less than or equal to 35% 2.50 % 1.25 % Pricing Level 2 Greater than 35% but less than or equal to 40% 2.75 % 1.50 % Pricing Level 3 Greater than 40% but less than or equal to 45% 3.00 % 1.75 % Pricing Level 4 Greater than 45% but less than or equal to 55% 3.25 % 2.00 % Pricing Level 5 Greater than 55% 3.50 % 2.25 % The initial Applicable Margin shall be at Pricing Level 4. The Applicable Margin shall not be adjusted based upon such ratio, if at all, until the first (1st) day of the first (1st) month following the delivery by Borrower to the Agent of the Compliance Certificate after the end of a calendar quarter. In the event that Borrower shall fail to deliver to the Agent a quarterly Compliance Certificate on or before an Adjustment Date through the date required by §7.4(cimmediately preceding the next Adjustment Date (each a “Rate Adjustment Period”), then without limiting any other rights of the Agent and the Lenders under this Agreement, the Applicable Margin for purposes of calculating interest payable with respect to Revolving Credit Loans (in each case, for Base Rate Loans, Eurodollar Rate Loans and Canadian Eurodollar Rate Loans as set forth below), for purposes of calculating the Letter of Credit Fee and for purposes of calculating the Commitment Fee, as applicable, shall be at Pricing Level 5 until the applicable percentage set forth below with respect to each such failure is cured within any Revolving Credit Loan, the Letter of Credit Fee or the Commitment Fee, as the case may be, corresponding to the Consolidated Total Leverage Ratio, as determined for the most recent Reference Period ending immediately prior to the applicable cure periodRate Adjustment Period: I ³1.25:1.00 3.00% 4.00% 4.10% 0.625% II <1.25:1.00 but ³ 0.50:1.00 2.75% 3.75% 3.85% 0.625% provided that, or waived in writing by from the Required LendersThird Amendment Date through the date immediately preceding the first Adjustment Date following the delivery of the Compliance Certificate relating to FQ1 2011, in which event the Applicable Margin shall adjustbe that percentage corresponding to Level II. Notwithstanding the foregoing, if necessarythe Borrowers fail to deliver any Compliance Certificate pursuant to § 9.4(c) hereof, then for the period commencing on the first (1st) date after the day of the first (1st) month following receipt of on which such Compliance CertificateCertificate was due through the date which is five (5) Business Days after such Compliance Certificate is delivered, the Applicable Margin shall be that percentage corresponding to Level I in the table above. In the event either the Borrowers or the Administrative Agent determines, in good faith, that the Agent and calculation of the Borrower determine that any financial statements previously delivered were incorrect or inaccurate (regardless of whether this Agreement or Consolidated Total Leverage Ratio on which the Commitments are in effect when such inaccuracy is discovered), and such inaccuracy, if corrected, would have led to the application of a higher Applicable Margin for any particular period (an “Applicable Period”) than was determined is inaccurate and, as a consequence thereof, the Applicable Margin applied for such Applicable Periodwas lower than it would have been, then (i) the Borrower Borrowers shall as soon as practicable immediately deliver to the Administrative Agent the corrected financial statements a correct Compliance Certificate for such Applicable Periodperiod (and if such Compliance Certificate is not accurately restated and delivered within 5 days after the first discovery of such inaccuracy, then Level I shall apply retroactively for such period notwithstanding any subsequent restatement thereof after such 5 day period), (ii) the Administrative Agent shall determine and notify the Borrowers of the amount of interest that would have been due in respect of any outstanding Obligations during such period had the Applicable Margin shall be determined as if been calculated based on the Pricing correct Consolidated Total Leverage Ratio (or the Level for such higher I Applicable Margin were applicable for if such Applicable Period, corrected Compliance Certificate was not delivered) and (iii) the Borrower Borrowers shall within three (3) Business Days of demand thereof by the Agent promptly pay to the Administrative Agent the accrued additional difference between that amount owing as a result and the amount actually paid in respect of such increased Applicable Margin for such Applicable Period, which payment period. The foregoing notwithstanding shall be promptly applied by in no way limit the rights of the Administrative Agent in accordance with this Agreementor the Lenders to exercise their rights to impose the interest at the default rate as provided herein.
Appears in 1 contract
Sources: Credit Agreement (McCormick & Schmicks Seafood Restaurants Inc.)
Applicable Margin. On any From and after the date of this Agreement (and unless and until the Borrower obtains an Investment Grade Rating and elects to have the Applicable Margin determined pursuant to subparagraph (b) below), the Applicable Margin for LIBOR Rate Loans and Base Rate Loans for the Revolving Credit Loans and Term Loans shall be a percentage per annum as set forth below based on the ratio of the Consolidated Total Indebtedness of REIT and its respective Subsidiaries to the Gross Asset Value of REIT and its respective SubsidiariesValue: PricingLevel Ratio Applicable Margin for Revolving Credit LIBOR Rate Loans Applicable Margin for Revolving Credit Base Rate Loans Applicable Margin for Term LIBOR Rate Loans Applicable Margin for Term BaseRate Loans Pricing Level 1 Less than or equal to 35% 2.50 1.70% 1.25 0.70% 1.65% 0.65% Pricing Level 2 Greater Equal to or greater than 35% but less than or equal to 40% 2.75 1.75% 1.50 0.75% 1.70% 0.70% Pricing Level 3 Greater Equal to or greater than 40% but less than or equal to 45% 3.00 1.95% 1.75 0.95% 1.90% 0.90% Pricing Level 4 Greater Equal to or greater than 45% but less than or equal to 5550% 3.25 2.10% 2.00 1.10% 2.05% 1.05% Pricing Level 5 Greater Equal to or greater than 50% but less than 55% 3.50 2.25% 2.25 1.25% 2.20% 1.20% Pricing Level 6 Equal to or greater than 55% 2.40% 1.40% 2.35% 1.35% The initial Applicable Margin as of the Closing Date shall be at Pricing Level 41. At such time as this subparagraph (a) is applicable, the Applicable Margin for each Base Rate Loan shall be determined by reference to the ratio of Consolidated Total Indebtedness to Gross Asset Value in effect from time to time, and the Applicable Margin for any Interest Period for all LIBOR Rate Loans comprising part of the same borrowing shall be determined by reference to the ratio of Consolidated Total Indebtedness to Gross Asset Value in effect on the first (1st) day of such Interest Period. The Applicable Margin shall not be adjusted based upon such ratio, if at all, until the first (1st) day of the first (1st) month following the delivery by Borrower REIT to the Agent of the Compliance Certificate required to be delivered after the end of a calendar quarterfiscal quarter occurring after the Closing Date. In the event that Borrower REIT shall fail to deliver to the Agent a quarterly Compliance Certificate on or before the date required by §7.4(c), then without limiting any other rights of the Agent and the Lenders under this Agreement, the Applicable Margin for Loans shall be at Pricing Level 5 6 until such failure is cured within any applicable cure period, or waived in writing by the Required Lenders, Majority Lenders in which event the Applicable Margin shall adjust, if necessary, on the first (1st) day of the first (1st) month following receipt of such Compliance Certificate. In the event that the Agent and the Borrower determine that any financial statements previously delivered were incorrect or inaccurate (regardless of whether this Agreement or the Commitments are in effect when such inaccuracy is discovered), and such inaccuracy, if corrected, would have led to the application of a higher Applicable Margin for any period (an “Applicable Period”) than the Applicable Margin applied for such Applicable Period, then (i) the Borrower shall as soon as practicable deliver to the Agent the corrected financial statements for such Applicable Period, (ii) the Applicable Margin shall be determined as if the Pricing Level for such higher Applicable Margin were applicable for such Applicable Period, and (iii) the Borrower shall within three (3) Business Days of demand thereof by the Agent pay to the Agent the accrued additional amount owing as a result of such increased Applicable Margin for such Applicable Period, which payment shall be promptly applied by the Agent in accordance with this Agreement.
Appears in 1 contract
Sources: Credit Agreement (CyrusOne Inc.)
Applicable Margin. On any date the Applicable Margin for LIBOR Rate Loans and Base Rate Loans shall be as set forth below based on the ratio of the Consolidated Total Indebtedness of REIT Parent Company and its respective Subsidiaries to the Gross Asset Value of REIT Parent Company and its respective Subsidiaries: Pricing Level 1 Less than or equal to 35% 2.50 2.10 % 1.25 1.10 % Pricing Level 2 Greater than 35% but less than or equal to 4045% 2.75 2.35 % 1.50 1.35 % Pricing Level 3 Greater than 40% but less than or equal to 45% 3.00 % 1.75 % Pricing Level 4 Greater than 45% but less than or equal to 5550% 3.25 2.60 % 2.00 1.60 % Pricing Level 5 4 Greater than 5550% 3.50 2.85 % 2.25 1.85 % The initial Applicable Margin shall be at Pricing Level 42. The Applicable Margin shall not be adjusted based upon such ratio, if at all, until the first (1st) day of the first (1st) month following the delivery by Borrower Parent Company to the Agent of the Compliance Certificate after the end of a calendar quarter. In the event that Borrower Parent Company shall fail to deliver to the Agent a quarterly Compliance Certificate on or before the date required by §7.4(c), then without limiting any other rights of the Agent and the Lenders under this Agreement, the Applicable Margin for Loans shall be at Pricing Level 5 4 until such failure is cured within any applicable cure period, or waived in writing by the Required Lenders, in which event the Applicable Margin shall adjust, if necessary, on the first (1st) day of the first (1st) month following receipt of such Compliance Certificate. In the event that the Agent and the Borrower determine that any financial statements previously delivered were incorrect or inaccurate (regardless of whether this Agreement or the Revolving Credit Commitments or Term Loan Commitments are in effect when such inaccuracy is discovered), and such inaccuracy, if corrected, would have led to the application of a higher Applicable Margin for any period (an “Applicable Period”) than the Applicable Margin applied for such Applicable Period, then (i) the Borrower shall as soon as practicable deliver to the Agent the corrected financial statements for such Applicable Period, (ii) the Applicable Margin shall be determined as if the Pricing Level for such higher Applicable Margin were applicable for such Applicable Period, and (iii) the Borrower shall within three (3) Business Days of demand thereof by the Agent pay to the Agent the accrued additional amount owing as a result of such increased Applicable Margin for such Applicable Period, which payment shall be promptly applied by the Agent in accordance with this Agreement.
Appears in 1 contract
Applicable Margin. On any date prior to the occurrence of the Qualified Capital Raise, the Applicable Margin for LIBOR Rate Loans and Base Rate Loans shall be a percentage per annum as set forth below: (b) On any date commencing on the date of the occurrence of the Qualified Capital Raise and continuing thereafter, the Applicable Margin for LIBOR Rate Loans and Base Rate Loans shall be a percentage per annum as set forth below based on the ratio of the Consolidated Total Indebtedness of REIT and its respective Subsidiaries to the Gross Asset Value of REIT and its respective Subsidiariesapplicable Leverage Ratio: Pricing Level 1 Less than or equal 45% Less than 5 to 35% 2.50 1 2.25 % 1.25 % Pricing Level 2 Greater Equal to or greater than 3545% but less than 55% Equal to or equal greater than 5 to 40% 2.75 1 but less than 5.5 to 1 2.50 % 1.50 % Pricing Level 3 Greater Equal to or greater than 40% but less than or equal to 45% 3.00 % 1.75 % Pricing Level 4 Greater than 45% but less than or equal to 55% 3.25 Equal to or greater than 5.5 to 1 3.00 % 2.00 % Pricing Level 5 Greater than 55% 3.50 % 2.25 % The initial Applicable Margin shall be at Pricing Level 4. The Applicable Margin determined pursuant to this subparagraph (b) shall not be adjusted based upon such ratio, if at all, until the first (1st) day of the first (1st) month following the delivery by Borrower REIT to the Agent of the Compliance Certificate after the end of a calendar fiscal quarter. In the event that Borrower REIT shall fail to deliver to the Agent a quarterly Compliance Certificate on or before the date required by §7.4(c), then without limiting any other rights of the Agent and the Lenders under this Agreement, the Applicable Margin for Loans shall be at Pricing Level 5 3 until such failure is cured within any applicable cure period, or waived in writing by the Required Lenders, in which event the Applicable Margin shall adjust, if necessary, on the first (1st) day of the first (1st) month following receipt of such Compliance Certificate. Notwithstanding the foregoing, any accrued interest payable at the Applicable Margin determined pursuant to subparagraph (a) above prior to the applicability of this subparagraph (b) shall be payable as provided in §2.6. In the event that the Agent and Agent, REIT or the Borrower determine that any financial statements previously delivered were incorrect or inaccurate (regardless of whether this Agreement or the Commitments are in effect when such inaccuracy is discovered), and such inaccuracy, if corrected, would have led to the application of a higher Applicable Margin for any period (an “Applicable Period”) than the Applicable Margin applied for such Applicable Period, then (ia) the Borrower shall as soon as practicable deliver to the Agent the corrected financial statements for such Applicable Period, (ii) the Applicable Margin shall be determined as if the Pricing Level for such higher Applicable Margin were applicable for such Applicable Period, and (iii) the Borrower shall within three (3) Business Days of demand thereof by the Agent pay to the Agent the accrued additional amount owing as a result of such increased Applicable Margin for such Applicable Period, which payment shall be promptly applied by the Agent in accordance with this Agreement.financial
Appears in 1 contract
Applicable Margin. On any date date, the Applicable Margin for LIBOR Rate Loans and Base Rate Loans shall be a percentage per annum as set forth below based on the ratio of the Consolidated Total Indebtedness of REIT and its respective Subsidiaries to the Borrower’s Gross Asset Value of REIT and its respective SubsidiariesValue: Pricing Level 1 Less than or equal to 3555% 2.50 3.00% 1.25 2.00% Pricing Level 2 Greater L▇▇▇▇ ▇ Equal to or greater than 3555% but less than or equal to 4060% 2.75 3.25% 1.50 2.25% Pricing Level 3 Greater L▇▇▇▇ ▇ Equal to or greater than 4060% but less than or equal to 453.50% 3.00 % 1.75 % Pricing Level 4 Greater than 45% but less than or equal to 55% 3.25 % 2.00 % Pricing Level 5 Greater than 55% 3.50 % 2.25 2.50% The initial Applicable Margin shall be at Pricing Level 41. The Applicable Margin for each Base Rate Loan shall be determined by reference to the ratio of Consolidated Total Indebtedness to Gross Asset Value in effect from time to time, and the Applicable Margin for any Interest Period for all LIBOR Rate Loans comprising part of the same borrowing shall be determined by reference to the ratio of Consolidated Total Indebtedness to Gross Asset Value in effect on the first (1st) day of such Interest Period. The Applicable Margin shall not be adjusted based upon such ratio, if at all, until the first (1st) day of the first (1st) month following the delivery by Borrower REIT to the Agent of the Compliance Certificate after the end of a calendar quarter. In the event that Borrower REIT shall fail to deliver to the Agent a quarterly Compliance Certificate on or before the date required by §7.4(c), then without limiting any other rights of the Agent and the Lenders under this Agreement, the Applicable Margin for Loans shall be at Pricing Level 5 3 until such failure is cured within any applicable cure period, or waived in writing by the Required Lenders, Lenders in which event the Applicable Margin shall adjust, if necessary, on the first (1st) day of the first (1st) month following receipt of such Compliance Certificate. In the event that the Agent and Agent, REIT or the Borrower determine that any financial statements previously delivered were incorrect or inaccurate (regardless of whether this Agreement or the Commitments are in effect when such inaccuracy is discovered), and such inaccuracy, if corrected, would have led to the application of a higher Applicable Margin for any period (an “Applicable Period”) than the Applicable Margin applied for such Applicable Period, then (ia) the Borrower shall as soon as practicable deliver to the Agent the corrected financial statements for such Applicable Period, (iib) the Applicable Margin shall be determined as if the Pricing Level for such higher Applicable Margin were applicable for such Applicable Period, and (iiic) the Borrower shall within three (3) Business Days of demand thereof by the Agent pay to the Agent the accrued additional amount owing as a result of such increased Applicable Margin for such Applicable Period, which payment shall be promptly applied by the Agent in accordance with this Agreement.
Appears in 1 contract
Sources: Credit Agreement (GTJ REIT, Inc.)
Applicable Margin. On any date date, the Applicable Margin for LIBOR Rate Loans and Base Rate Loans shall be a percentage per annum as set forth below based on the ratio of the Consolidated Total Indebtedness of REIT and its respective Subsidiaries to the Gross Asset Value of REIT and its respective SubsidiariesValue: Pricing Level 1 Less than or equal to 3550% 2.50 2.50% 1.25 1.50% Pricing Level 2 Greater ▇▇▇▇▇ ▇ Equal to or greater than 3550% but less than or equal to 4055% 2.75 2.75% 1.50 1.75% Pricing Level 3 Greater ▇▇▇▇▇ ▇ Equal to or greater than 4055% but less than or equal to 4560% 3.00 3.00% 1.75 2.00% Pricing Level 4 Greater ▇▇▇▇▇ ▇ Equal to or greater than 4560% but less than or equal to 553.25% 3.25 % 2.00 % Pricing Level 5 Greater than 55% 3.50 % 2.25 2.25% The initial Applicable Margin shall be at Pricing Level 41. At such time as this subparagraph (a) is applicable, the Applicable Margin for each Base Rate Loan shall be determined by reference to the ratio of Consolidated Total Indebtedness to Gross Asset Value in effect from time to time, and the Applicable Margin for any Interest Period for all LIBOR Rate Loans comprising part of the same borrowing shall be determined by reference to the ratio of Consolidated Total Indebtedness to Gross Asset Value in effect on the first (1st) day of such Interest Period. The Applicable Margin shall not be adjusted based upon such ratio, if at all, until the first (1st) day of the first (1st) month following the delivery by Borrower the REIT to the Agent of the Compliance Certificate after the end of a calendar quarter. In the event that Borrower the REIT shall fail to deliver to the Agent a quarterly Compliance Certificate on or before the date required by §7.4(c), then without limiting any other rights of the Agent and the Lenders under this Agreement, the Applicable Margin for Loans shall be at Pricing Level 5 4 commencing on the first (1st) Business Day following such failure and continuing until such failure is cured within any applicable cure period, or waived in writing by the Required Lenders, in which event the Applicable Margin shall adjust, if necessary, on the first (1st) day of the first (1st) month following receipt of such Compliance Certificate. In the event that the Agent and Agent, the REIT or the Borrower determine that any financial statements previously delivered were incorrect or inaccurate (regardless of whether this Agreement or the Commitments are in effect when such inaccuracy is discovered), and such inaccuracy, if corrected, would have led to the application of a higher Applicable Margin for any period pursuant to this subparagraph (a) (an “Applicable Period”) than the Applicable Margin applied for such Applicable Period, then (ia) the Borrower shall as soon as practicable deliver to the Agent the corrected financial statements for such Applicable Period, (iib) the Applicable Margin shall be determined as if the Pricing Level for such higher Applicable Margin were applicable for such Applicable Period, and (iiic) the Borrower shall within three (3) Business Days of demand thereof by the Agent pay to the Agent the accrued additional amount owing as a result of such increased Applicable Margin for such Applicable Period, which payment shall be promptly applied by the Agent in accordance with this Agreement.
Appears in 1 contract
Sources: Credit Agreement (Monogram Residential Trust, Inc.)
Applicable Margin. On any date the The Applicable Margin provided for LIBOR Rate Loans and Base Rate Loans in Section 5.1(a) with respect to any Loan (the “Applicable Margin”) shall be as based upon the table set forth below based and shall be determined and adjusted quarterly on the ratio of the Consolidated Total Indebtedness of REIT and its respective Subsidiaries to the Gross Asset Value of REIT and its respective Subsidiaries: Pricing Level 1 Less than or equal to 35% 2.50 % 1.25 % Pricing Level 2 Greater than 35% but less than or equal to 40% 2.75 % 1.50 % Pricing Level 3 Greater than 40% but less than or equal to 45% 3.00 % 1.75 % Pricing Level 4 Greater than 45% but less than or equal to 55% 3.25 % 2.00 % Pricing Level 5 Greater than 55% 3.50 % 2.25 % The initial Applicable Margin shall be at Pricing Level 4. The Applicable Margin shall not be adjusted based upon such ratio, if at all, until the first date (1steach a “Calculation Date”) day of the first ten (1st10) month following the delivery by Borrower to the Agent of the Compliance Certificate Business Days after the end earlier of a calendar quarter. In the event that Borrower shall fail to deliver to the Agent a quarterly Compliance Certificate on or before the date required by §7.4(c), then without limiting any other rights of the Agent and the Lenders under this Agreement, the Applicable Margin for Loans shall be at Pricing Level 5 until such failure is cured within any applicable cure period, or waived in writing by the Required Lenders, in which event the Applicable Margin shall adjust, if necessary, on the first (1st) day of the first (1st) month following receipt of such Compliance Certificate. In the event that the Agent and the Borrower determine that any financial statements previously delivered were incorrect or inaccurate (regardless of whether this Agreement or the Commitments are in effect when such inaccuracy is discovered), and such inaccuracy, if corrected, would have led to the application of a higher Applicable Margin for any period (an “Applicable Period”) than the Applicable Margin applied for such Applicable Period, then (i) the date on which Borrower shall as soon as practicable deliver to the Agent the corrected financial statements for such Applicable Period, provides or (ii) the date on which the Borrower is required to provide, an Officer’s Compliance Certificate for the most recently ended Fiscal Quarter of the Borrower; provided, however, that (A) commencing on the Fourth Amendment Effective Date, the Applicable Margin shall be determined based on Pricing Level IV (as if shown below) and shall remain at Pricing Level IV until the first Calculation Date occurring after the Fourth Amendment Effective Date and, thereafter the Pricing Level for such higher Applicable Margin were shall be determined by reference to the Adjusted Debt to EBITDAR Ratio as of the last day of the most recently ended Fiscal Quarter of the Borrower preceding the applicable for such Applicable PeriodCalculation Date, and (iiiB) if the Borrower fails to provide the Officer’s Compliance Certificate as required by Section 8.2 for the most recently ended Fiscal Quarter of the Borrower preceding the applicable Calculation Date, the Applicable Margin from such Calculation Date shall within three be based on Pricing Level I (3as shown below) Business Days of demand thereof until such time as an appropriate Officer’s Compliance Certificate is provided, at which time the Pricing Level shall be determined by the Agent pay reference to the Agent Adjusted Debt to EBITDAR Ratio as of the accrued additional amount owing as a result last day of the most recently ended Fiscal Quarter of the Borrower preceding such increased Calculation Date. Subject to Sections 5.1(c)(ii)(A) and (B) in the preceding sentence, the Applicable Margin for such Applicable Period, which payment shall be promptly applied by effective from one Calculation Date until the Agent next Calculation Date. Any adjustment in accordance with this Agreement.the Applicable Margin shall be applicable to all Extensions of Credit then existing or subsequently made or issued. Pricing Grid I Greater than or equal to 5.25 to 1.00 3.250 % 4.000 % II Greater than or equal to 5.00 to 1.00 but less than 5.25 to 1.00 2.750 % 3.500 % III Greater than or equal to 4.50 to 1.00 but less than 5.00 to 1.00 2.500 % 3.250 % IV Greater than or equal to 4.00 to 1.00 but less than 4.50 to 1.00 2.250 % 3.000 % V Less than 4.00 to 1.00 2.000 % 2.750 %
(g) Amendment to Section 5.3. Section 5.3(a) (“Commitment Fee”) is hereby deleted in its entirety and replaced as follows:
Appears in 1 contract
Sources: Fourth Amendment (O Charleys Inc)
Applicable Margin. On with respect to any date Type of Loan, the Applicable Margin for LIBOR Rate Loans and Base Rate Loans shall be as margin set forth below based on the ratio of the Consolidated Total Indebtedness of REIT and its respective Subsidiaries to the Gross Asset Value of REIT and its respective Subsidiaries: Pricing Level 1 Less than or equal to 35% 2.50 % 1.25 % Pricing Level 2 Greater than 35% but less than or equal to 40% 2.75 % 1.50 % Pricing Level 3 Greater than 40% but less than or equal to 45% 3.00 % 1.75 % Pricing Level 4 Greater than 45% but less than or equal to 55% 3.25 % 2.00 % Pricing Level 5 Greater than 55% 3.50 % 2.25 % The initial Applicable Margin shall be at Pricing Level 4. The Applicable Margin shall not be adjusted based upon such ratio, if at all, until the first (1st) day of the first (1st) month following the delivery by Borrower to the Agent of the Compliance Certificate after the end of a calendar quarter. In the event that Borrower shall fail to deliver to the Agent a quarterly Compliance Certificate on or before the date required by §7.4(c), then without limiting any other rights of the Agent and the Lenders under this Agreement, the Applicable Margin for Loans shall be at Pricing Level 5 until such failure is cured within any applicable cure period, or waived in writing by the Required Lenders, in which event the Applicable Margin shall adjust, if necessary, on the first (1st) day of the first (1st) month following receipt of such Compliance Certificate. In the event that the Agent and the Borrower determine that any financial statements previously delivered were incorrect or inaccurate (regardless of whether this Agreement or the Commitments are in effect when such inaccuracy is discovered), and such inaccuracy, if corrected, would have led to the application of a higher Applicable Margin for any period (an “Applicable Period”) than the Applicable Margin applied for such Applicable Period, then (i) the Borrower shall as soon as practicable deliver to the Agent the corrected financial statements for such Applicable Periodbelow, (ii) the applicable unused line fee set forth below (the “Applicable Margin Unused Line Fee”), (iii) the applicable letter of credit fee set forth below (the “Applicable Letter of Credit Fee”) and (iv) the applicable documentary letter of credit fee set forth below (the “Applicable Documentary Letter of Credit Fee”, each as determined by the Excess Liquidity for the last Fiscal Quarter: Level Excess Liquidity Base Rate Revolver Loans LIBOR Revolver Loans Applicable Unused Line Fee Applicable Standby Letter of Credit Fee Applicable Documentary Letter of Credit Fee I < $100,000,000 0.50% 2.00% 0.225% 2.00% 0.50% II > $100,000,000 but < $175,000,000 0.25% 1.75% 0.250% 1.75% 0.45% III > $175,000,000 but < $250,000,000 0.00% 1.50% 0.250% 1.50% 0.40% IV > $250,000,000 but < $325,000,000 (0.25%) 1.25% 0.275% 1.25% 0.40% V > $325,000,000 (0.50%) 1.00% 0.275% 1.00% 0.35% Until April 30, 2006, margins shall be determined as if Level V were applicable. Thereafter, the Pricing margins shall be subject to increase or decrease upon receipt by Agent pursuant to Sections 8.1 and 10.1.2(c) of the Borrowing Base and the Compliance Certificate, respectively, for the last Fiscal Quarter, which change shall be effective on the first calendar day of the calendar month following receipt. If, by the first calendar day of a month, any Borrowing Base Certificate and Compliance Certificate due in the preceding month have not been received, then the margins shall be determined as if Level I were applicable, from such day until the first Business Day of the calendar month following actual receipt. Applicable Unused Line Fee – as defined in the definition of the term “Applicable Margin”. Approved Customs Broker - any reputable and creditworthy customs broker which has entered into a bailee agreement with Agent on terms reasonably acceptable to Agent regarding in-transit Inventory and which clears customs with respect to in-transit Inventory. Approved Fund - any Person (other than a natural person) that is engaged in making, holding or investing in extensions of credit in its ordinary course of business and is administered or managed by a Lender, an entity that administers or manages a Lender, or an Affiliate of either. Approved Shipper - any reputable and creditworthy shipper or freight forwarder which has entered into a bailee agreement with Agent on terms reasonably acceptable to Agent regarding in-transit Inventory and which transports raw materials and finished goods Inventory from overseas to an Obligor’s distribution centers. Asset Disposition - a sale, lease, license, consignment, transfer or other disposition of Property of an Obligor, including a disposition of Property in connection with a sale-leaseback transaction or synthetic lease. Assignment and Acceptance - an assignment agreement between a Lender and Eligible Assignee, in the form of Exhibit B. Availability - determined as of any date, the amount that Borrowers are entitled to borrow as Revolver Loans, being the Borrowing Base minus the principal balance of all Revolver Loans. Availability Reserve - the sum (without duplication) of (a) the Inventory Reserve; (b) the Rent and Charges Reserve; (c) the LC Reserve; (d) the Bank Product Reserve; (e) with respect to Inventory, the manufacture, marketing or disposition of which is subject to a License, (i) if Agent has obtained an Inventory Disposition Agreement, all Royalties that would be payable in connection with the sale of Inventory on hand, as determined by Agent, and (ii) otherwise (i.e., if Agent has not obtained an Inventory Disposition Agreement with respect to a particular category of Inventory), the sum of (x) all Royalties that would be payable if all of that category of Inventory on hand were sold plus (y) all accrued and unpaid Royalties with respect to prior sales of that category of Inventory; (f) a reserve in respect of the aggregate amount of liabilities secured by Liens upon Collateral that are senior to Agent’s Liens (but the imposition of any such reserve shall not waive an Event of Default arising therefrom); (g) all customs duties and import charges payable in connection with in-transit Inventory being transported from overseas to an Obligor’s distribution center; and (h) such additional reserves, in such amounts and with respect to such matters, as Agent in its reasonable Credit Judgment may elect to impose from time to time; it being understood that (i) with respect to any Availability Reserve imposed by Agent after the Closing Date, Agent will endeavor to consult with Borrower Representative in connection with the imposition thereof and (ii) Agent may in its discretion elect not to impose Availability Reserves for not receiving Inventory Disposition Agreements or Lien Waivers during the period of 90 days following the Closing Date. Bank of America - Bank of America, N.A., a national banking association, and its successors and assigns. Bank of America Indemnitees - Bank of America and its officers, directors, employees, Affiliates, agents and attorneys. Bank Product - any of the following products, services or facilities extended to any Obligor by any Lender or any of its Affiliates: (a) Cash Management Services; (b) products under Hedging Agreements; (c) commercial credit card and merchant card services; and (d) other banking products or services as may be requested by any Obligor, other than Letters of Credit; provided, however, that for any of the foregoing to be included as an “Obligation” for purposes of a distribution under Section 5.6.1, the applicable Secured Party and Obligor must have previously provided written notice to Agent of (i) the existence of such higher Applicable Margin were applicable for such Applicable PeriodBank Product, (ii) the maximum dollar amount of obligations arising thereunder to be included as a Bank Product Reserve (“Bank Product Amount”), and (iii) the Borrower shall within three (3) Business Days of demand thereof methodology to be used by such parties in determining the Bank Product Debt owing from time to time. The Bank Product Amount may be changed from time to time upon written notice to Agent by the Secured Party and the applicable Borrower. No Bank Product Amount may be established or increased at any time that a Default or Event of Default exists, or if a reserve for such amount would cause an Overadvance. Bank Product Amount - as defined in the definition of Bank Product. Bank Product Debt - Debt and other obligations of an Obligor relating to Bank Products. Bank Product Reserve - the aggregate amount of reserves established by Agent pay from time to time in its discretion in respect of Bank Product Debt, which shall be at least equal to the Agent sum of all Bank Product Amounts. Bankruptcy Code - Title 11 of the accrued additional amount owing United States Code. Base Rate - the rate of interest announced by Bank of America from time to time as its prime rate. Such rate is a result reference rate only and Bank of such increased Applicable Margin for such Applicable PeriodAmerica may make loans or other extensions of credit at, which payment above or below it. Any change in the prime rate announced by Bank of America shall be promptly applied by take effect at the Agent opening of business on the effective date specified in accordance with the public announcement of the change. Base Rate Loan - any Loan that bears interest based on the Base Rate. Base Rate Revolver Loan - a Revolver Loan that bears interest based on the Base Rate. Board of Governors - the Board of Governors of the Federal Reserve System. Borrower Representative – as defined in the preamble to this Agreement. Borrowers – Borrower and its Domestic Subsidiaries (other than Immaterial Subsidiaries) from time to time parties hereto. Borrowing - a group of Loans of one Type that are made on the same day or are converted into Loans of one Type on the same day. Borrowing Base - on any date of determination, an amount equal to the lesser of (a) the aggregate amount of Revolver Commitments minus the LC Reserve; or (b) the sum of the Accounts Formula Amount, plus the Inventory Formula Amount, minus the Availability Reserve. Borrowing Base Certificate - a certificate, in form and substance satisfactory to Agent, by which Borrower Representative certifies the calculation of the Borrowing Base. Briggs - means Briggs New Yor▇, ▇▇▇., a Delaware corporation.
Appears in 1 contract
Applicable Margin. On any date The Applicable Margin shall be determined on the basis of Coolbrands' Funded Debt to EBITDA Ratio, as calculated based on Coolbrands' consolidated financial statements for its most recent fiscal year or quarter. The Agent shall determine the Applicable Margin for LIBOR Rate Loans within five (5) Business Days after it has received the financial statements of Coolbrands' as required by Section 5.01(b)(i) or (ii), as applicable. The Agent shall promptly notify the Borrower and Base Rate Loans the Lenders of such determination, which shall be conclusive, in the absence of manifest error. The Applicable Margin shall be determined as set forth below based on the ratio of the Consolidated Total Indebtedness of REIT and its respective Subsidiaries to the Gross Asset Value of REIT and its respective Subsidiaries: Pricing Level 1 Less than or equal to 35% 2.50 % 1.25 % Pricing Level 2 Greater than 35% but less than or equal to 40% 2.75 % 1.50 % Pricing Level 3 Greater than 40% but less than or equal to 45% 3.00 % 1.75 % Pricing Level 4 Greater than 45% but less than or equal to 55% 3.25 % 2.00 % Pricing Level 5 Greater than 55% 3.50 % 2.25 % follows:
(i) The initial Applicable Margin shall be at Pricing Level 4250 basis points for Eurodollar Loans and 50 basis points for Prime Rate Loans, and shall be applicable until five (5) days after delivery of Coolbrands' consolidated financial statements for the fiscal year ending August 31, 2001 pursuant to Section 5.01(b) hereof. Beginning five (5) days after delivery of Coolbrands' consolidated financial statements for the fiscal year ending August 31, 2001, and for each fiscal year or quarter thereafter, the Applicable Margin shall be determined in accordance with the table set forth in Exhibit 2.09 annexed hereto. The Applicable Margin for any Eurodollar Loan shall not be adjusted based upon such ratio, if at all, until change during the first (1st) day of the first (1st) month following the delivery by Borrower to the Agent of the Compliance Certificate after the end of a calendar quarter. In the event that Borrower shall fail to deliver to the Agent a quarterly Compliance Certificate on or before the date required by §7.4(c), then without limiting any other rights of the Agent and the Lenders under this Agreement, the Applicable Margin for Loans shall be at Pricing Level 5 until such failure is cured within any applicable cure period, or waived in writing by the Required Lenders, in which event the Applicable Margin shall adjust, if necessary, on the first (1st) day of the first (1st) month following receipt term of such Compliance CertificateEurodollar Loan as a result of this Section 2.09. In the event that the Agent and the Borrower determine that fails to deliver any financial statements previously delivered were incorrect and the related certificate on the due date therefor set forth in Section 5.01(b)(i) or inaccurate (regardless of whether this Agreement or the Commitments are in effect when such inaccuracy is discovered), and such inaccuracy, if corrected, would have led to the application of a higher Applicable Margin for any period (an “Applicable Period”) than the Applicable Margin applied for such Applicable Period, then (i) the Borrower shall as soon as practicable deliver to the Agent the corrected financial statements for such Applicable Period, (ii) the Applicable Margin shall be determined as if the Pricing Level for such higher Applicable Margin were applicable for such Applicable Periodhereof, and (iii) the Borrower shall within three (3) Business Days unless an Event of demand thereof by the Agent pay to the Agent the accrued additional amount owing Default is declared as a result of such increased failure, the Applicable Margin for such Applicable Period, which payment Eurodollar Loans shall be promptly applied by 300 basis points and the Agent Applicable Margin for Prime Rate Loans shall be 100 basis points until the Borrower delivers all required financial statements and certificates at which time the Applicable Margins shall be redetermined as provided for in accordance with this AgreementSection 2.09. Upon the occurrence and during the continuance of a Default or an Event of Default the Applicable Margins may, as a result of changes in Coolbrands' Funded Debt to EBITDA Ratio, increase but will not decrease.
Appears in 1 contract
Applicable Margin. On any From and after the date of this Agreement (and unless and until the REIT obtains an Investment Grade Rating from at least two (2) of the Rating Agencies and elects to have the Applicable Margin determined pursuant to subparagraph (b) below), the Applicable Margin for LIBOR Benchmark Revolving Credit Loans, Benchmark Term Loans, Revolving Credit Base Rate Loans and Term Base Rate Loans shall be as set forth below a percentage per annum based on the ratio of the Consolidated Total Indebtedness of REIT and its respective Subsidiaries to the Gross Consolidated Total Asset Value of REIT as set forth below with respect to Benchmark Revolving Credit Loans and its respective SubsidiariesRevolving Credit Base Rate Loans and as set forth in any Term Loan Commitment Amendment with respect to Benchmark Term Loans and Term Base Rate Loans: Pricing Level 1 Less than or equal to 3540% 2.50 1.30 % 1.25 0.30 % Pricing Level 2 Greater than 35% but less than or equal to 40% 2.75 but less than 45% 1.50 1.45 % 0.45 % Pricing Level 3 Greater than 40% but less than or equal to 45% 3.00 but less than 50% 1.75 1.60 % 0.60 % Pricing Level 4 Greater than 45or equal to 50% but less than 55% 1.75 % 0.75 % Pricing Level 5 Greater than or equal to 55% 3.25 1.90 % 2.00 % Pricing Level 5 Greater than 55% 3.50 % 2.25 0.90 % The initial Applicable Margin as of the Second Amendment Date shall be at Pricing Level 4[__]. The Applicable Margin shall not be adjusted based upon such ratio, if at all, until the first (1st) day of the first (1st) month following the delivery by the Borrower to the Agent of the Compliance Certificate after the end of a calendar quarter. In the event that the Borrower shall fail to deliver to the Agent a quarterly Compliance Certificate on or before the date required by §7.4(c), then then, without limiting any other rights of the Agent and the Lenders under this Agreement, the Applicable Margin for Loans shall be at Pricing Level 5 until such failure is cured within any applicable cure period, or waived in writing by the Required Majority Lenders, in which event the Applicable Margin shall adjust, if necessary, on the first (1st) day of the first (1st) month following receipt of such Compliance Certificate. In the event that the Agent and Agent, REIT or the Borrower determine in good faith determines that any financial statements previously delivered were incorrect or inaccurate (regardless of whether this Agreement or the Commitments are in effect when such inaccuracy is discovered), and such inaccuracy, if corrected, would have led to the application of a higher Applicable Margin for any period (an “Applicable Period”) than the Applicable Margin applied for such Applicable Period, then (ia) the Borrower shall as soon as practicable deliver to the Agent the corrected financial statements for such Applicable Period, (iib) the Applicable Margin shall be determined as if the Pricing Level for such higher Applicable Margin were applicable for such Applicable Period, and (iiic) the Borrower shall within three (3) Business Days of demand thereof by the Agent pay to the Agent the accrued additional amount owing as a result of such increased Applicable Margin for such Applicable Period, which payment shall be promptly applied by the Agent in accordance with this Agreement.
Appears in 1 contract
Applicable Margin. On any date the Applicable Margin for LIBOR Rate Loans (a) The Borrower may, at his option and Base Rate Loans shall be as set forth below based on the ratio of the Consolidated Total Indebtedness of REIT and its respective Subsidiaries to the Gross Asset Value of REIT and its respective Subsidiaries: Pricing Level 1 Less than or equal to 35% 2.50 % 1.25 % Pricing Level 2 Greater than 35% but less than or equal to 40% 2.75 % 1.50 % Pricing Level 3 Greater than 40% but less than or equal to 45% 3.00 % 1.75 % Pricing Level 4 Greater than 45% but less than or equal to 55% 3.25 % 2.00 % Pricing Level 5 Greater than 55% 3.50 % 2.25 % The initial Applicable Margin shall be at Pricing Level 4. The Applicable Margin shall not be adjusted based upon such ratio, if at all, until the first subject to:
(1sti) day of the first (1st) month following the delivery by Borrower serving a written notice to the Agent not less than 2 Business Days prior to the commencement of an Interest Period (or at any other time during an Interest Period as the Agent may agree in its absolute discretion) (the "Commencement Date"); and
(ii) no Event of Default having occurred; and
(iii) no Event of Default resulting from the relevant application, credit or procure that the Cash Collateral Account be credited with the Cash Collateral and apply the Cash Collateral or procure the application of the Compliance Certificate after Cash Collateral on the Commencement Date in reducing the Margin to 1.00 per cent. (1%) per annum and such reduced Margin shall apply to an amount of the Loan equal to the Cash Collateral for a duration to be agreed between the Borrower and the Agent but having the same duration of an Interest Period of the Loan (the "Fixing Period") which should be the same for both the Loan and the Cash Collateral on or prior to the relevant Commencement Date. The Cash Collateral (or any part thereof) may only be withdrawn or transferred at the end of any Fixing Period;
(b) If the Borrower, or as the case may be, the Approved Manager or any other entity in whose name the Cash Collateral Account is opened withdraws or transfers the Cash Collateral (or any part thereof) prior to the end of a calendar quarter. In Fixing Period in accordance with paragraph (a) above or otherwise with the event that Borrower shall fail to deliver Agent's prior consent, the Margin for the amount of the Loan equal to the Agent a quarterly Compliance Certificate on Cash Collateral which has been withdrawn or before transferred will revert to the date required by §7.4(c), then without limiting any other rights Margin which applies at that time in accordance with the terms of the Agent and the Lenders under this Agreement, the Applicable Margin for Loans shall be at Pricing Level 5 until such failure is cured within any applicable cure period, or waived in writing by the Required Lenders, in which event the Applicable Margin shall adjust, if necessary, on the first (1st) day of the first (1st) month following receipt of such Compliance Certificate. In the event that the Agent Loan Agreement and the Borrower determine that any financial statements previously delivered were incorrect will indemnify the Lenders on demand in respect of all breakage costs which result from such withdrawal or inaccurate (regardless of whether this Agreement or the Commitments are in effect when such inaccuracy is discovered), and such inaccuracy, if corrected, would have led transfer effected prior to the application end of a higher Applicable Margin for any period (an “Applicable Fixing Period”) than the Applicable Margin applied for such Applicable Period, then (i) the Borrower shall as soon as practicable deliver to the Agent the corrected financial statements for such Applicable Period, (ii) the Applicable Margin shall be determined as if the Pricing Level for such higher Applicable Margin were applicable for such Applicable Period, and (iii) the Borrower shall within three (3) Business Days of demand thereof by the Agent pay to the Agent the accrued additional amount owing as a result of such increased Applicable Margin for such Applicable Period, which payment shall be promptly applied by the Agent in accordance with this Agreement.
Appears in 1 contract
Sources: Loan Agreement (EuroDry Ltd.)
Applicable Margin. On any date the Applicable Margin for LIBOR Rate Loans and Base Rate Loans shall be as set forth below based on the ratio of the Consolidated Total Indebtedness of REIT Parent Company and its respective Subsidiaries to the Gross Asset Value of REIT Parent Company and its respective Subsidiaries: Pricing Level 1 Less than or equal to 3540% 2.50 4.00 % 1.25 3.00 % Pricing Level 2 Greater than 35% but less than or equal to 40% 2.75 % 1.50 % Pricing Level 3 Greater than 40% but less than or equal to 4550% 3.00 4.25 % 1.75 3.25 % Pricing Level 4 3 Greater than 4550% but less than or equal to 55% 3.25 % 2.00 % Pricing Level 5 Greater than 554.50 % 3.50 % 2.25 % The initial Applicable Margin shall be at Pricing Level 42. The Applicable Margin shall not be adjusted based upon such ratio, if at all, until the first (1st) day of the first (1st) month following the delivery by Borrower Parent Company to the Agent of the Compliance Certificate after the end of a calendar quarter. In the event that Borrower Parent Company shall fail to deliver to the Agent a quarterly Compliance Certificate on or before the date required by §7.4(c), then without limiting any other rights of the Agent and the Lenders under this Agreement, the Applicable Margin for Loans shall be at Pricing Level 5 3 until such failure is cured within any applicable cure period, or waived in writing by the Required Lenders, in which event the Applicable Margin shall adjust, if necessary, on the first (1st) day of the first (1st) month following receipt of such Compliance Certificate. During the period from and including March 31, 2014 to but excluding December 31, 2015, the percentages at each Pricing Level set forth above shall decrease by 0.25%. On and after December 31, 2015, the percentages at each Pricing Level set forth above shall decrease by 0.50%. In the event that the Agent and the Borrower Borrowers determine that any financial statements previously delivered were incorrect or inaccurate (regardless of whether this Agreement or the Revolving Credit Commitments are in effect when such inaccuracy is discovered), and such inaccuracy, if corrected, would have led to the application of a higher Applicable Margin for any period (an “Applicable Period”) than the Applicable Margin applied for such Applicable Period, then (i) the Borrower Borrowers shall as soon as practicable deliver to the Agent the corrected financial statements for such Applicable Period, (ii) the Applicable Margin shall be determined as if the Pricing Level for such higher Applicable Margin were applicable for such Applicable Period, and (iii) the Borrower Borrowers shall within three (3) Business Days of demand thereof by the Agent pay to the Agent the accrued additional amount owing as a result of such increased Applicable Margin for such Applicable Period, which payment shall be promptly applied by the Agent in accordance with this Agreement.
Appears in 1 contract
Applicable Margin. On any date The applicable margin provided for in Section 3.1(a) with respect to the Eurodollar Loans (the "Applicable Margin") shall be determined by reference to the Leverage Ratio as of the end of each fiscal quarter, as follows: Leverage Ratio Applicable Margin for LIBOR Rate Loans and Base Rate Loans shall be as set forth below based on the ratio of the Consolidated Total Indebtedness of REIT and its respective Subsidiaries to the Gross Asset Value of REIT and its respective Subsidiaries: Pricing Level 1 Less Per Annum -------------- --------------------------- Greater than or equal to 352.00% 2.50 % 1.25 % Pricing Level 2 .50 to 1.00 Greater than 35% but less than or equal to 401.75% 2.75 % 1.50 % Pricing Level 3 Greater than 40% .375 to 1.00 but less than or equal .50 to 451.00 Less than .375 to 1.00 1.50% 3.00 % 1.75 % Pricing Level 4 Greater than 45% but less than or equal Adjustments, if any, in the Applicable Margin based on the Leverage Ratio shall be made by the Administrative Agent on the tenth (10th) Business Day (each an "Adjustment Date") after receipt by the Administrative Agent of quarterly financial statements for GTA and the other Credit Parties and the accompanying Officer's Compliance Certificate setting forth the Leverage Ratio of GTA and the other Credit Parties as of the most recent fiscal quarter end. Subject to 55% 3.25 % 2.00 % Pricing Level 5 Greater than 55% 3.50 % 2.25 % The initial Section 3.1(c), in the event such financial statements and certificate of covenant compliance are not delivered within the time required by Sections 7.1 and 7.2, the Applicable Margin shall be at Pricing Level 4. The the highest Applicable Margin shall not be adjusted based upon such ratio, if at all, set forth above until the first (1st) day of the first (1st) month Adjustment Date following the delivery by Borrower to the Agent of the Compliance Certificate after the end of a calendar quarter. In the event that Borrower shall fail to deliver to the Agent a quarterly Compliance Certificate on or before the date required by §7.4(c), then without limiting any other rights of the Agent and the Lenders under this Agreement, the Applicable Margin for Loans shall be at Pricing Level 5 until such failure is cured within any applicable cure period, or waived in writing by the Required Lenders, in which event the Applicable Margin shall adjust, if necessary, on the first (1st) day of the first (1st) month following receipt of such Compliance Certificatefinancial statements and certificate or evidence of covenant compliance, as applicable. In Notwithstanding the event that the Agent and foregoing, at such time as the Borrower determine that any financial statements previously delivered were incorrect or inaccurate GTA obtains an investment-grade senior debt rating by ▇▇▇▇▇'▇ and S&P (regardless of whether this Agreement or the Commitments are in effect when such inaccuracy is discovered), "Dual Rating") and such inaccuracy, if corrected, would have led to the application of a higher Applicable Margin for any period (an “Applicable Period”) than the Applicable Margin applied for such Applicable Period, then (i) so long as the Borrower shall as soon as practicable deliver to the Agent the corrected financial statements for or GTA retains such Applicable PeriodDual Rating, (ii) the Applicable Margin shall be determined as if the Pricing Level for such higher Applicable Margin were applicable for such Applicable Period, and (iii) the Borrower shall within three (3) Business Days of demand thereof by the Agent pay reference to the Agent the accrued additional amount owing as a result lower of such increased Applicable Margin for such Applicable Period, which payment shall be promptly applied by the Agent ▇▇▇▇▇'▇ or S&P's ratings thereof in accordance with this Agreementthe following pricing matrix: Senior Debt Rating Applicable Margin Per Annum ------------------ --------------------------- BBB/Baa2 or higher 1.25% BBB-/Baa3 1.35% ; provided, that, in the event the Borrower or GTA obtains an investment-grade senior debt rating by either ▇▇▇▇▇'▇ (Baa3 or higher) or S&P (BBB- or higher) (the "Senior Rating"), and provided the rating of the other rating agency is not less than the grade immediately below investment grade (i.e., Ba1 if ▇▇▇▇▇'▇ and BB+ if S&P) (the "Junior Rating" and collectively with the Senior Rating, the "Combined Rating")) and for so long as the Borrower or GTA retains such Combined Rating, the Applicable Margin shall be 1.50% per annum. In the event the Borrower or GTA, as applicable, loses (i) the Dual Rating or (ii) the Senior Rating or the Junior Rating, as applicable, the Applicable Margin shall thereafter be determined by reference to the Leverage Ratio as provided above until such time as the Borrower or GTA obtains a Dual Rating or a Combined Rating.
Appears in 1 contract
Applicable Margin. On any date Initially, the Applicable Margin for LIBOR Rate Loans and Base Rate Loans shall be as margins set forth below based on at Level II in the ratio of chart below. Adjustments, if any, in the Consolidated Total Indebtedness of REIT and its respective Subsidiaries to the Gross Asset Value of REIT and its respective Subsidiaries: Pricing Level 1 Less than or equal to 35% 2.50 % 1.25 % Pricing Level 2 Greater than 35% but less than or equal to 40% 2.75 % 1.50 % Pricing Level 3 Greater than 40% but less than or equal to 45% 3.00 % 1.75 % Pricing Level 4 Greater than 45% but less than or equal to 55% 3.25 % 2.00 % Pricing Level 5 Greater than 55% 3.50 % 2.25 % The initial Applicable Margin shall be at Pricing Level 4. The Applicable Margin shall not be adjusted based upon such ratio, if at all, until the first (1st) day of the first (1st) month following the delivery by Borrower to the Agent of the Compliance Certificate after the end of a calendar quarter. In the event that Borrower shall fail to deliver to the Agent a quarterly Compliance Certificate on or before the date required by §7.4(c), then without limiting any other rights of the Agent and the Lenders under this Agreement, the Applicable Margin for Loans shall be at Pricing Level 5 until such failure is cured within any applicable cure period, or waived in writing made by the Required Lenders, in which event the Applicable Margin shall adjust, if necessary, Administrative Agent on the first (1st) day Business Day of the first calendar month after receipt by the Administrative Agent of the financial statements and accompanying Officer's Certificate delivered in accordance with Section 8.1 hereof for the most recent fiscal quarter end (1st) month following receipt of which adjustments to Applicable Margin shall be based on the applicable level corresponding to the Consolidated EBIT to Consolidated Cash Interest Expense Ratio set forth in the chart below). Consolidated EBIT to Applicable Base Applicable Commitment Level Consolidated Cash Interest Rate Margin LIBOR Margin Fee Expense Ratio I < 1.5x 0% 1.20% 0.25% II > 1.5x and < 2.0x 0% 1.00% 0.20% III > 2.0x and < 2.85x 0% 0.90% 0.175% IV > 2.85x 0% 0.80% 0.15% Notwithstanding the above, if the Consolidated EBIT to Consolidate Cash Interest Expense Ratio reported in any officer's certificate shall be determined to have been incorrectly reported, then the Applicable Margin shall be retroactively adjusted to reflect the rate that would have been applicable had the Consolidated EBIT to Consolidated Cash Interest Expense Ratio been correctly reported on such Compliance Certificate. In the event that the Agent and the Borrower determine certificate; provided that any financial statements previously delivered were incorrect or inaccurate (regardless of whether this Agreement or retroactive decrease in the Commitments are in effect when such inaccuracy is discovered), and such inaccuracy, if corrected, would have led to the application of a higher Applicable Margin for any period (shall only be made to the extent that that the Borrower delivers an “Applicable Period”) Officer's Certificate setting forth the restated calculation of the Consolidated EBIT to Consolidated Cash Interest Expense Ratio not later than the Applicable Margin applied for such Applicable Period, then earlier of (ia) the Borrower shall as soon as practicable deliver to first anniversary of the Agent the corrected financial statements for date such Applicable Period, incorrect officer's certificate is delivered and (iib) the Applicable Margin shall be determined as if date the Pricing Level for such higher Applicable Margin were applicable for such Applicable Period, and (iii) the Borrower shall within three (3) Business Days of demand thereof by the Agent pay Commitments terminate or are terminated pursuant to the Agent the accrued additional amount owing as a result of such increased Applicable Margin for such Applicable Period, which payment shall be promptly applied by the Agent in accordance with this Agreement.
Appears in 1 contract
Applicable Margin. On any date The applicable margin provided for in Section 3.1(a) with respect to the Eurodollar Loans (the "Applicable Margin") shall be determined by reference to the Leverage Ratio as of the end of each fiscal quarter, as follows: Leverage Ratio Applicable Margin for LIBOR Rate Loans and Base Rate Loans shall be as set forth below based on the ratio of the Consolidated Total Indebtedness of REIT and its respective Subsidiaries to the Gross Asset Value of REIT and its respective Subsidiaries: Pricing Level 1 Less Per Annum -------------- --------------------------- Greater than or equal to 352.00% 2.50 % 1.25 % Pricing Level 2 .50 to 1.00 Greater than 35% but less than or equal to 401.75% 2.75 % 1.50 % Pricing Level 3 Greater than 40% .375 to 1.00 but less than or equal .50 to 451.00 Less than .375 to 1.00 1.50% 3.00 % 1.75 % Pricing Level 4 Greater than 45% but less than or equal Adjustments, if any, in the Applicable Margin based on the Leverage Ratio shall be made by the Administrative Agent on the tenth (10th) Business Day (each an "Adjustment Date") after receipt by the Administrative Agent of quarterly financial statements for GTA and the other Credit Parties and the accompanying Officer's Compliance Certificate setting forth the Leverage Ratio of GTA and the other Credit Parties as of the most recent fiscal quarter end. Subject to 55% 3.25 % 2.00 % Pricing Level 5 Greater than 55% 3.50 % 2.25 % The initial Section 3.1(c), in the event such financial statements and certificate of covenant compliance are not delivered within the time required by Sections 7.1 and 7.2, the Applicable Margin shall be at Pricing Level 4. The the highest Applicable Margin shall not be adjusted based upon such ratio, if at all, set forth above until the first (1st) day of the first (1st) month Adjustment Date following the delivery by Borrower to the Agent of the Compliance Certificate after the end of a calendar quarter. In the event that Borrower shall fail to deliver to the Agent a quarterly Compliance Certificate on or before the date required by §7.4(c), then without limiting any other rights of the Agent and the Lenders under this Agreement, the Applicable Margin for Loans shall be at Pricing Level 5 until such failure is cured within any applicable cure period, or waived in writing by the Required Lenders, in which event the Applicable Margin shall adjust, if necessary, on the first (1st) day of the first (1st) month following receipt of such Compliance Certificatefinancial statements and certificate or evidence of covenant compliance, as applicable. In Notwithstanding the event that the Agent and foregoing, at such time as the Borrower determine that any financial statements previously delivered were incorrect or inaccurate GTA obtains an investment-grade senior debt rating by ▇▇▇▇▇'▇ AND S&P (regardless of whether this Agreement or the Commitments are in effect when such inaccuracy is discovered), "Dual Rating") and such inaccuracy, if corrected, would have led to the application of a higher Applicable Margin for any period (an “Applicable Period”) than the Applicable Margin applied for such Applicable Period, then (i) so long as the Borrower shall as soon as practicable deliver to the Agent the corrected financial statements for or GTA retains such Applicable PeriodDual Rating, (ii) the Applicable Margin shall be determined as if the Pricing Level for such higher Applicable Margin were applicable for such Applicable Period, and (iii) the Borrower shall within three (3) Business Days of demand thereof by the Agent pay reference to the Agent the accrued additional amount owing as a result lower of such increased Applicable Margin for such Applicable Period, which payment shall be promptly applied by the Agent ▇▇▇▇▇'▇ or S&P's ratings thereof in accordance with this Agreementthe following pricing matrix: Senior Debt Rating Applicable Margin Per Annum ------------------ --------------------------- BBB/Baa2 or higher 1.25% BBB-/Baa3 1.35% ; PROVIDED, that, in the event the Borrower or GTA obtains an investment-grade senior debt rating by either ▇▇▇▇▇'▇ (Baa3 or higher) OR S&P (BBB- or higher) (the "Senior Rating"), and provided the rating of the other rating agency is not less than the grade immediately below investment grade (I.E., Ba1 if ▇▇▇▇▇'▇ and BB+ if S&P) (the "Junior Rating" and collectively with the Senior Rating, the "Combined Rating")) and for so long as the Borrower or GTA retains such Combined Rating, the Applicable Margin shall be 1.50% per annum. In the event the Borrower or GTA, as applicable, loses (i) the Dual Rating or (ii) the Senior Rating or the Junior Rating, as applicable, the Applicable Margin shall thereafter be determined by reference to the Leverage Ratio as provided above until such time as the Borrower or GTA obtains a Dual Rating or a Combined Rating.
Appears in 1 contract
Applicable Margin. On The Applicable Margin provided for in Section 6.1(a) with respect to any Loan (the “Applicable Margin”) shall be based upon the table set forth below and shall be determined by reference to Average Excess Availability as of the last day of the most recently ended month preceding the applicable Calculation Date and adjusted monthly, commencing on November 1, 2011, on the date (each, a “Calculation Date”) that is the first day of the first month after the earlier of (i) the date on which the Credit Parties provide, or (ii) the date on which the Credit Parties are required to provide, the reports and other information required to be provided for each month pursuant to Section 9.4(b); provided, however, that if the Credit Parties fail to provide the reports and other information as required by Section 9.4(b) for the most recently ended month preceding the applicable Calculation Date, the Applicable Margin for LIBOR Rate Loans and Base Rate Loans from such Calculation Date shall be as set forth below based on Pricing Level I (as shown below) until such time as such reports and other information is provided as required by Section 9.4(b), at which time the ratio Applicable Margin shall be determined by reference to Average Excess Availability as of the Consolidated Total Indebtedness last day of REIT the most recently ended month preceding such Calculation Date. The Applicable Margin shall be effective from one Calculation Date until the next Calculation Date. Automatically upon the occurrence and its respective Subsidiaries to during the Gross Asset Value continuance of REIT any Event of Default under Section 13.1(a), (b), (j) or (k), and its respective Subsidiaries: at the election of the Required Lenders upon the occurrence and during the continuance of any other Event of Default, the Applicable Margin shall be based on Pricing Level 1 I. Any adjustment in the Applicable Margin shall be applicable to all Extensions of Credit then existing or subsequently made or issued. I Less than $25,000,000 2.00 % 0.50 % II Greater than or equal to 35% 2.50 % 1.25 % Pricing Level 2 Greater than 35% $25,000,000 but less than or equal to 40$50,000,000 1.75 % 2.75 0.25 % III Greater than $50,000,000 1.50 % Pricing Level 3 Greater than 400.00 % but less than or equal to 45% 3.00 % 1.75 % Pricing Level 4 Greater than 45% but less than or equal to 55% 3.25 % 2.00 % Pricing Level 5 Greater than 55% 3.50 % 2.25 % The initial Applicable Margin shall be at Pricing Level 4. The Applicable Margin shall not be adjusted based upon such ratioNotwithstanding the foregoing, if at all, until the first (1st) day of the first (1st) month following the delivery by Borrower to the Agent of the Compliance Certificate after the end of a calendar quarter. In the event that Borrower shall fail to deliver to the Agent a quarterly Compliance Certificate on or before the date required by §7.4(c), then without limiting any other rights of the Agent and the Lenders under this Agreement, the Applicable Margin for Loans shall be at Pricing Level 5 until such failure is cured within any applicable cure period, or waived in writing by the Required Lendershowever, in which event the Applicable Margin shall adjust, if necessary, on the first (1st) day of the first (1st) month following receipt of such Compliance Certificate. In the event that the Agent and the Borrower determine that any financial statements previously information regarding Average Excess Availability delivered were incorrect or inaccurate (regardless of whether pursuant to this Agreement or the Commitments are in effect when such inaccuracy is discovered)shown to be inaccurate, and such inaccuracy, if corrected, would have led to the application of a higher Applicable Margin Margins for any period (an a “Applicable Margin Rate Period”) than the Applicable Margin Margins actually applied for such Applicable Margin Rate Period, then (ia) the Borrower Parent shall as soon as practicable immediately deliver to the Administrative Agent a certificate calculating the corrected financial statements correct Average Excess Availability for such Applicable Margin Rate Period, (iib) the Applicable Margin Margins shall be determined as if the Pricing Level for such higher correct Applicable Margin Margins (as shown above) were applicable for such Applicable Margin Rate Period, and (iiic) the Borrower Borrowers shall within three (3) Business Days of demand thereof by the Agent pay immediately deliver to the Administrative Agent full payment in respect of the accrued additional amount owing interest on the Obligations as a result of such increased Applicable Margin Margins for such Applicable Margin Rate Period, which payment shall be promptly applied by the Administrative Agent in accordance with this Agreementto the affected Obligations.
Appears in 1 contract
Sources: Credit Agreement (La-Z-Boy Inc)
Applicable Margin. On any date the Applicable Margin for LIBOR Rate Loans and Base Rate Loans shall be as set forth below based on the ratio of the Consolidated Total Indebtedness of REIT and its respective Subsidiaries to the Gross Asset Value of REIT and its respective Subsidiaries: Pricing Level 1 Less than or equal to 35% 2.50 1.75% 1.25 0.75% Pricing Level 2 Greater than or equal to 35% but less than 40% 2.00% 1.00% Pricing Level 3 Greater than or equal to 40% 2.75 but less than 45% 1.50 2.15% 1.15% Pricing Level 3 4 Greater than 40% but less than or equal to 45% 3.00 2.25% 1.75 % Pricing Level 4 Greater than 45% but less than or equal to 55% 3.25 % 2.00 % Pricing Level 5 Greater than 55% 3.50 % 2.25 1.25% The initial Applicable Margin shall be at Pricing Level 41. The Applicable Margin shall not be adjusted based upon such ratio, if at all, until the first (1st) day of the first (1st) month following the delivery by Borrower to the Agent of the Compliance Certificate after the end of a calendar quarter. In the event that Borrower shall fail to deliver to the Agent a quarterly Compliance Certificate on or before the date required by §7.4(c), then without limiting any other rights of the Agent and the Lenders under this Agreement, the Applicable Margin for Loans shall be at Pricing Level 5 4 until such failure is cured within any applicable cure period, or waived in writing by the Required Majority Lenders, in which event the Applicable Margin shall adjust, if necessary, on the first (1st) day of the first (1st) month following receipt of such Compliance Certificate. In the event that the Agent and the Borrower determine that any financial statements previously delivered were incorrect or inaccurate (regardless of whether this Agreement or the Commitments are in effect when such inaccuracy is discovered), and such inaccuracy, if corrected, would have led to the application of a higher Applicable Margin for any period (an “Applicable Period”) than the Applicable Margin applied for such Applicable Period, then (i) the Borrower shall as soon as practicable deliver to the Agent the corrected financial statements for such Applicable Period, (ii) the Applicable Margin shall be determined as if the Pricing Level for such higher Applicable Margin were applicable for such Applicable Period, and (iii) the Borrower shall within three (3) Business Days of demand thereof by the Agent pay to the Agent the accrued additional amount owing as a result of such increased Applicable Margin for such Applicable Period, which payment shall be promptly applied by the Agent in accordance with this Agreement.
Appears in 1 contract
Sources: Credit Agreement (Carter Validus Mission Critical REIT, Inc.)
Applicable Margin. On (i) With respect to any date Advance under the Revolving Commitment and Term A Loans, the Applicable Margin for LIBOR Rate Loans and Base Rate Loans shall be as set forth below of any calculation date the interest rate margin determined by the Administrative Agent based on upon the ratio Leverage Ratio determined for the most recent fiscal quarter end, to be adjusted from time to time effective as of the Consolidated Total Indebtedness of REIT and its respective Subsidiaries second Business Day after the financial statements referred to in Section 6.1 hereof are required to be furnished by the Borrower to the Gross Asset Value Administrative Agent and each Lender for the fiscal quarter most recently ended, expressed as a per annum rate of REIT and its respective Subsidiariesinterest as follows: Base Rate Eurodollar Advance Advance Applicable Applicable Leverage Ratio Margin Margin ---------------------------------- ---------- ----------- Pricing Level 1 Less Greater than or equal to 355.00 1.500% 2.50 % 1.25 2.500% Pricing Level 2 Greater than 35% 4.00 but less than or 1.250% 2.250% equal to 40% 2.75 % 1.50 % 5.00 Pricing Level 3 Greater than 40% 3.00 but less than or 1.000% 2.000% equal to 45% 3.00 % 1.75 % 4.00 Pricing Level 4 Greater than 45% but less Less than or equal to 553.00 0.750% 3.25 1.750% 2.00 % Pricing Level 5 Greater than 55% 3.50 % 2.25 % The initial Applicable Margin shall be at Pricing Level 4. The Applicable Margin shall not be adjusted based upon such ratio, if at all, until the first (1st) day of the first (1st) month following the delivery by Borrower to the Agent of the Compliance Certificate after the end of a calendar quarter. In the event that the Borrower fails to timely provide (A) the financial statements referred to above in accordance with the terms of Section 6.1 hereof or (B) the Performance Certificate referred to in Section 6.3 hereof, and without prejudice to any additional rights under Section 8.2 hereof, Pricing Level 1 shall fail apply as of the fifth day after the date on which such statements or certificate were required to deliver have been delivered until the actual delivery of such statements or certificate. Subject to the Agent a quarterly Compliance Certificate immediately preceding sentence, from the Agreement Date until the second Business Day after the first date on or before which the date financial statements referred to in Section 6.1 hereof are required by §7.4(c)to be furnished, then without limiting any other rights of Pricing Level 2 shall apply.
(ii) With respect to the Agent and the Lenders under this AgreementTerm B Loans, the Applicable Margin for Loans Eurodollar Advances shall be at Pricing Level 5 until such failure is cured within any applicable cure period, or waived in writing by the Required Lenders, in which event 3.00% per annum and the Applicable Margin shall adjust, if necessary, on the first (1st) day of the first (1st) month following receipt of such Compliance Certificate. In the event that the Agent and the Borrower determine that any financial statements previously delivered were incorrect or inaccurate (regardless of whether this Agreement or the Commitments are in effect when such inaccuracy is discovered), and such inaccuracy, if corrected, would have led to the application of a higher Applicable Margin for any period (an “Applicable Period”) than the Applicable Margin applied for such Applicable Period, then (i) the Borrower shall as soon as practicable deliver to the Agent the corrected financial statements for such Applicable Period, (ii) the Applicable Margin Base Rate Advances shall be determined as if the Pricing Level for such higher Applicable Margin were applicable for such Applicable Period, and (iii) the Borrower shall within three (3) Business Days of demand thereof by the Agent pay to the Agent the accrued additional amount owing as a result of such increased Applicable Margin for such Applicable Period, which payment shall be promptly applied by the Agent in accordance with this Agreement2.00% per annum.
Appears in 1 contract
Applicable Margin. On any date Initially, and continuing through April 29, 2011, the Applicable Margin for LIBOR Rate Loans and applicable Base Rate Loans shall be as set forth below based on the ratio of the Consolidated Total Indebtedness of REIT Margin, LIBOR Margin, and its respective Subsidiaries to the Gross Asset Value of REIT and its respective Subsidiaries: Pricing Level 1 Less than or equal to 35% 2.50 % 1.25 % Pricing Level 2 Greater than 35% but less than or equal to 40% 2.75 % 1.50 % Pricing Level 3 Greater than 40% but less than or equal to 45% 3.00 % 1.75 % Pricing Level 4 Greater than 45% but less than or equal to 55% 3.25 % 2.00 % Pricing Level 5 Greater than 55% 3.50 % 2.25 % The initial Applicable Commitment Fee Margin shall be at Pricing Level 42.50%, 3.50%, and 0.500% per annum, respectively. The Applicable From April 30, 2011, continuing through the day immediately preceding the first Adjustment Date after December 31, 2010 on which Borrower demonstrates by delivery of a Compliance Certificate that a change in the Base Rate Margin, the LIBOR Margin, and the Commitment Fee Margin is warranted and requests such change in writing, the applicable Base Rate Margin, LIBOR Margin, and Commitment Fee Margin shall not be adjusted based upon 2.00%, 3.00%, and 0.375% per annum, respectively. Commencing on such ratioAdjustment Date, if at allthe applicable Base Rate Margin, until LIBOR Margin, and Commitment Fee Margin shall be for each Calculation Period the first (1st) day applicable per annum percentage set forth in the pricing table below opposite the applicable Total Leverage Ratio of the first (1st) month following the delivery by Borrower, determined on a consolidated basis for Borrower to the Agent of the Compliance Certificate after the end of a calendar quarter. In and its Subsidiaries; provided, that, in the event that Borrower (i) Administrative Agent shall fail not receive the financial statements, Compliance Certificate, and Annual Officer’s Certificate required pursuant to deliver to the Agent a quarterly Compliance Certificate on or before the date required by §7.4(cSubsections 4.6(A), then without limiting any other rights of the Agent 4.6(B), 4.6(C), and the Lenders under this Agreement, the Applicable Margin for Loans shall be at Pricing Level 5 until such failure is cured within any applicable cure period4.6(D) when due, or waived in writing by (ii) an Event of Default occurs and Administrative Agent or Requisite Lenders so elect, then from such due date or dates and until the Required Lenders, in which event the Applicable Margin shall adjust, if necessary, on the first (1st) day of the first (1st) month fifth Business Day following Administrative Agent’s receipt of such overdue financial statements, Compliance Certificate. In Certificate and Annual Officer’s Certificate or for so long as such Event of Default continues, as applicable (and in the event that a decrease in the Agent and the Borrower determine that any financial statements previously delivered were incorrect or inaccurate (regardless applicable margin is then warranted, receipt of whether this Agreement or the Commitments are in effect when Borrower’s written request to decrease such inaccuracy is discoveredmargin), and such inaccuracy, if corrected, would have led to the application of a higher Applicable Margin for any period (an “Applicable Period”) than the Applicable Margin applied for such Applicable Period, then (i) the Borrower shall as soon as practicable deliver to the Agent the corrected financial statements for such Applicable Period, (ii) the Applicable Base Rate Margin shall be determined as if 2.00% per annum, the Pricing Level for LIBOR Margin shall be 3.00% per annum, and the Commitment Fee Margin shall be 0.375%; provided, further, that effective upon the closing of any Acquisition that will increase the Total Leverage Ratio on a Pro forma Basis, the Base Rate Margin, LIBOR Margin and Commitment Fee Margin will immediately adjust to reflect such higher Applicable Margin were applicable for such Applicable Period, and (iii) the Borrower shall within three (3) Business Days of demand thereof by the Agent pay to the Agent the accrued additional amount owing as a result of such increased Applicable Margin for such Applicable Period, which payment shall be promptly applied by the Agent in accordance with this ratio. Second Amendment Agreement./Shenandoah Telecommunications Company
Appears in 1 contract
Sources: Second Amendment Agreement (Shenandoah Telecommunications Co/Va/)
Applicable Margin. On any date the Applicable Margin for LIBOR Rate Loans and Base Rate Loans shall be as set forth below based on the ratio of the Consolidated Total Indebtedness of REIT and its respective Subsidiaries to the Gross Asset Value of REIT and its respective Subsidiaries: Pricing Level 1 Less than or equal to 35% 2.50 % 1.25 % Pricing Level 2 Greater than 35% but less than or equal to 40% 2.75 % 1.50 % Pricing Level 3 Greater than 40% but less than or equal to 45% 3.00 % 1.75 % Pricing Level 4 Greater than 45% but less than or equal to 55% 3.25 % 2.00 % Pricing Level 5 Greater than 55% 3.50 % 2.25 % The initial Applicable Margin shall be at Pricing Level 4Calculation. The Applicable Margin shall not be adjusted subject to adjustment (upwards or downwards, as appropriate) based upon such ratio, if on the Status of the Consolidated Guarantor as at all, until the first (1st) end of each fiscal quarter in accordance with the table set forth below. The Status of the Consolidated Guarantor as at the last day of each fiscal quarter shall be based on the first (1stSenior Funded Debt to Cash Flow Ratio of the Consolidated Guarantor determined from the then most recent annual or quarterly financial statements of the Consolidated Guarantor delivered pursuant to Section 7.2(a) month following the delivery by Borrower to the Agent of and the Compliance Certificate after the end of a calendar quarterdelivered pursuant to Section 7.2(b)(ii). In the event that Borrower shall fail Any adjustment to deliver to the Agent a quarterly Compliance Certificate on or before the date required by §7.4(c), then without limiting any other rights of the Agent and the Lenders under this Agreement, the Applicable Margin for Loans shall be at Pricing Level 5 until such failure is cured within any applicable cure period, or waived in writing by the Required Lenders, in which event the Applicable Margin shall adjust, if necessary, on be effective commencing five (5) days after the first (1st) day of delivery to the first (1st) month following receipt Lender of such financial statements and Compliance Certificate. In the event that the Agent and Consolidated Guarantor shall at any time fail to furnish to the Borrower determine that any Lender such financial statements previously delivered were incorrect or inaccurate and Compliance Certificate within the time limitations specified by Section 7.2(b), then the maximum Applicable Margin shall apply from the date of such failure until the fifteenth (regardless 15th) day after such financial statements and Compliance Certificate are so delivered. Notwithstanding anything to the contrary contained herein, the Status of whether the Consolidated Guarantor from the date of this Agreement or the Commitments are in effect when such inaccuracy is discovered)to and including May 30, and such inaccuracy1998, if corrected, would have led shall be deemed to be Level II Status. Notwithstanding anything to the application contrary contained herein, the Status of a higher Applicable Margin for any period (an “Applicable Period”) than the Applicable Margin applied for such Applicable Period, then Consolidated Guarantor from the date of this Agreement to and including the later of (i) the Borrower shall as soon as practicable deliver to the Agent the corrected financial statements for such Applicable PeriodMay 30, 1998 and (ii) five (5) days after the delivery to the Lenders of the May 31, 1998 annual financial statements of the Consolidated Guarantor accompanied by a current Compliance Certificate, shall be deemed to be Level II Status. Applicable Margin Table Status Applicable Margin Level I 1.5% Level II 1.25% Level III 1.0% Level IV 0.75% Changes in Interest Rate, etc. Each Prime Loan or US Prime Rate Loan shall be bear interest on the outstanding principal amount thereof, for each day from and including the date such Prime Loan or US Prime Rate Loan is made or is converted from a Libor Loan into a Prime Loan or US Prime Rate Loan pursuant to Section 4.6 to but excluding the date it becomes due or is converted into a Libor Loan pursuant to Section 4.6 at a rate per annum equal to the Prime Rate or US Prime Rate for such day. Changes in the rate of interest on that portion of any Borrowings maintained as a Prime Loan or US Prime Rate Loan will take effect simultaneously with each change in such applicable rate. Each Libor Loan shall bear interest on the outstanding principal amount thereof from and including the first day of the Libor Interest Period applicable thereto to (but not including) the last day of such Libor Interest Period at the interest rate determined as if the Pricing Level for applicable to such higher Applicable Margin were applicable for such Applicable Period, and (iii) the Borrower shall within three (3) Business Days of demand thereof by the Agent pay to the Agent the accrued additional amount owing as a result of such increased Applicable Margin for such Applicable Period, which payment shall be promptly applied by the Agent in accordance with this AgreementLibor Loan.
Appears in 1 contract
Applicable Margin. On any date the Applicable Margin for LIBOR Rate Loans and Base Rate Loans shall be as set forth below based on the ratio of the Consolidated Total Indebtedness of REIT and its respective Subsidiaries to the Gross Asset Value of REIT and its respective Subsidiaries: Pricing Level 1 Less than or equal to 35% 2.50 2.00 % 1.25 1.00 % Pricing Level 2 Greater than or equal to 35% but less than 40% 2.25 % 1.25 % Pricing Level 3 Greater than or equal to 40% 2.75 but less than 45% 2.50 % 1.50 % Pricing Level 3 4 Greater than 40% but less than or equal to 45% 3.00 but less than 55% 2.75 % 1.75 % Pricing Level 4 5 Greater than 45% but less than or equal to 55% 3.25 but less than 60% 3.00 % 2.00 % Pricing Level 5 6 Greater than 55or equal to 60% 3.50 3.25 % 2.25 % The initial Applicable Margin shall be at Pricing Level 46. The Applicable Margin shall not be adjusted based upon such ratio, if at all, until the first (1st) day of the first (1st) month following the delivery by Borrower to the Agent of the Compliance Certificate after the end of a calendar quarter. In the event that Borrower shall fail to deliver to the Agent a quarterly Compliance Certificate on or before the date required by §7.4(c), then without limiting any other rights of the Agent and the Lenders under this Agreement, the Applicable Margin for Loans shall be at Pricing Level 5 6 until such failure is cured within any applicable cure period, or waived in writing by the Required Lenders, in which event the Applicable Margin shall adjust, if necessary, on the first (1st) day of the first (1st) month following receipt of such Compliance Certificate. In the event that the Agent and the Borrower determine that any financial statements previously delivered were incorrect or inaccurate (regardless of whether this Agreement or the Revolving Credit Commitments are in effect when such inaccuracy is discovered), and such inaccuracy, if corrected, would have led to the application of a higher Applicable Margin for any period (an “Applicable Period”) than the Applicable Margin applied for such Applicable Period, then (i) the Borrower shall as soon as practicable deliver to the Agent the corrected financial statements for such Applicable Period, (ii) the Applicable Margin shall be determined as if the Pricing Level for such higher Applicable Margin were applicable for such Applicable Period, and (iii) the Borrower shall within three (3) Business Days of demand thereof by the Agent pay to the Agent the accrued additional amount owing as a result of such increased Applicable Margin for such Applicable Period, which payment shall be promptly applied by the Agent in accordance with this Agreement.
Appears in 1 contract
Sources: Credit Agreement (Carter Validus Mission Critical REIT II, Inc.)
Applicable Margin. On any date the Applicable Margin for LIBOR Rate Loans and Base Rate Loans shall be as set forth below based on the ratio of the Consolidated Total Indebtedness of REIT Parent Company and its respective Subsidiaries to the Gross Asset Value of REIT Parent Company and its respective Subsidiaries: Pricing Level Ratio LIBOR Rate Loans Base Rate Loans Pricing Level 1 Less than or equal to 35% 2.50 1.20 % 1.25 0.20 % Pricing Level 2 Greater than 35% but less than or equal to 40% 2.75 1.30 % 1.50 0.30 % Pricing Level 3 Greater than 40% but less than or equal to 45% 3.00 1.45 % 1.75 0.45 % Pricing Level 4 Greater than 45% but less than or equal to 5550% 3.25 1.60 % 2.00 0.60 % Pricing Level 5 Greater than 5550% 3.50 1.80 % 2.25 0.80 % The initial Applicable Margin shall be at Pricing Level 41. The Applicable Margin shall not be adjusted based upon such ratio, if at all, until the first (1st) day of the first (1st) month following the delivery by Borrower Parent Company to the Agent of the Compliance Certificate after the end of a calendar quarter. In the event that Borrower Parent Company shall fail to deliver to the Agent a quarterly Compliance Certificate on or before the date required by §7.4(c), then without limiting any other rights of the Agent and the Lenders under this Agreement, the Applicable Margin for Term Loans shall be at Pricing Level 5 until such failure is cured within any applicable cure period, or waived in writing by the Required Lenders, in which event the Applicable Margin shall adjust, if necessary, on the first (1st) day of the first (1st) month following receipt of such Compliance Certificate. In the event that the Agent and the Borrower determine that any financial statements previously delivered were incorrect or inaccurate (regardless of whether this Agreement or the Commitments are in effect when such inaccuracy is discovered), and such inaccuracy, if corrected, would have led to the application of a higher Applicable Margin for any period (an “Applicable Period”) than the Applicable Margin applied for such Applicable Period, then (i) the Borrower shall as soon as practicable deliver to the Agent the corrected financial statements for such Applicable Period, (ii) the Applicable Margin shall be determined as if the Pricing Level for such higher Applicable Margin were applicable for such Applicable Period, and (iii) the Borrower shall within three (3) Business Days of demand thereof by the Agent pay to the Agent the accrued additional amount owing as a result of such increased Applicable Margin for such Applicable Period, which payment shall be promptly applied by the Agent in accordance with this Agreement.
Appears in 1 contract
Applicable Margin. On The Applicable Margin provided for in Section 5.1(a) with respect to any Loan (the “Applicable Margin”) shall be based upon the table set forth below and shall be determined and adjusted quarterly on the date (each a “Calculation Date”) ten (10) Business Days after the date by which the Borrower is required to provide an Officer’s Compliance Certificate for the most recently ended Fiscal Quarter; provided, however, that (a) the initial Applicable Margin shall be based on Pricing Level III (as shown below) and shall remain at Pricing Level III until receipt by the Administrative Agent of the Officer’s Compliance Certificate for the Fiscal Quarter ending on or nearest to December 31, 2005 and, thereafter the Pricing Level shall be determined by reference to the Total Leverage Ratio as of the last day of the most recently ended Fiscal Quarter preceding the applicable Calculation Date, and (b) if the Borrower fails to provide the Officer’s Compliance Certificate as required by Section 8.2 for the most recently ended Fiscal Quarter preceding the applicable Calculation Date, the Applicable Margin for LIBOR Rate Loans and Base Rate Loans from such Calculation Date shall be as set forth below based on Pricing Level IV (as shown below) until such time as an appropriate Officer’s Compliance Certificate is provided, at which time (but with no retroactive effect) the ratio Pricing Level shall be determined by reference to the Total Leverage Ratio as of the Consolidated Total Indebtedness last day of REIT and its respective Subsidiaries the most recently ended Fiscal Quarter preceding such Calculation Date; provided further, however, that the Applicable Margin, with respect to any Incremental Term Loan of any Series shall be agreed upon at the Gross Asset Value time the Incremental Commitments of REIT and its respective Subsidiaries: Pricing Level 1 such Series are established pursuant to Section 14.24. The Applicable Margin shall be effective from one Calculation Date until the next Calculation Date. Any adjustment in the Applicable Margin shall be applicable to all Extensions of Credit then existing or subsequently made or issued. IV Greater than 3.00 to 1.00 2.25 % 1.25 % 2.00 % 1.00 % Greater than 2.50 to 1.00, but less than or III equal to 3.00 to 1.00 2.00 % 1.00 % 2.00 % 1.00 % Greater than 2.00 to 1.00, but less than or II equal to 2.50 to 1.00 1.75 % 0.75 % 2.00 % 1.00 % I Less than or equal to 35% 2.50 % 1.25 % Pricing Level 2 Greater than 35% but less than or equal to 40% 2.75 % 2.00 1.50 % Pricing Level 3 Greater than 40% but less than or equal to 45% 3.00 0.50 % 1.75 % Pricing Level 4 Greater than 45% but less than or equal to 55% 3.25 % 2.00 % Pricing Level 5 Greater than 55% 3.50 % 2.25 % The initial Applicable Margin shall be at Pricing Level 4. The Applicable Margin shall not be adjusted based upon such ratio, if at all, until the first (1st) day of the first (1st) month following the delivery by Borrower to the Agent of the Compliance Certificate after the end of a calendar quarter. In the event that Borrower shall fail to deliver to the Agent a quarterly Compliance Certificate on or before the date required by §7.4(c), then without limiting any other rights of the Agent and the Lenders under this Agreement, the Applicable Margin for Loans shall be at Pricing Level 5 until such failure is cured within any applicable cure period, or waived in writing by the Required Lenders, in which event the Applicable Margin shall adjust, if necessary, on the first (1st) day of the first (1st) month following receipt of such Compliance Certificate. In the event that the Agent and the Borrower determine that any financial statements previously delivered were incorrect or inaccurate (regardless of whether this Agreement or the Commitments are in effect when such inaccuracy is discovered), and such inaccuracy, if corrected, would have led to the application of a higher Applicable Margin for any period (an “Applicable Period”) than the Applicable Margin applied for such Applicable Period, then (i) the Borrower shall as soon as practicable deliver to the Agent the corrected financial statements for such Applicable Period, (ii) the Applicable Margin shall be determined as if the Pricing Level for such higher Applicable Margin were applicable for such Applicable Period, and (iii) the Borrower shall within three (3) Business Days of demand thereof by the Agent pay to the Agent the accrued additional amount owing as a result of such increased Applicable Margin for such Applicable Period, which payment shall be promptly applied by the Agent in accordance with this Agreement.0.75 %
Appears in 1 contract
Sources: Credit Agreement (Geo Group Inc)
Applicable Margin. On any date From and after the Amendment Effective Date (and unless and until the Borrower and/or Parent obtains an Investment Grade Rating and Borrower elects to have the Applicable Margin determined pursuant to subparagraph (b) below), the Applicable Margin for LIBOR Rate Loans and Base Rate Loans shall be a percentage per annum as set forth below based on the ratio of the Consolidated Total Indebtedness of REIT and its respective Subsidiaries to the Gross Consolidated Total Asset Value of REIT and its respective SubsidiariesValue: Pricing Level 1 Less than or equal to 35% 2.50 % 1.25 % Pricing Level 2 Greater than 35% but less than or equal to 40% 2.75 1.35% 1.50 0.35% Pricing Level 3 1.25% 0.25% 2 Greater than 40% but less than or equal to 45% 3.00 1.40% 1.75 0.40% Pricing Level 4 1.35% 0.35% 3 Greater than 45% but less than or equal to 50% 1.65% 0.65% 1.60% 0.60% 4 Greater than 50% but less than or equal to 55% 3.25 1.90% 2.00 0.90% Pricing Level 1.85% 0.85% 5 Greater than 55% 3.50 2.15% 2.25 1.15% 2.10% 1.10% The initial Applicable Margin as of the Amendment Effective Date shall be at Pricing Level 43. The Applicable Margin shall not be adjusted based upon such ratio, if at all, until the first (1st) day of the first (1st) month Business Day following the delivery by Borrower Parent to the Agent of the Compliance Certificate after at the end of a calendar quarter. In the event that Borrower Parent shall fail to deliver to the Agent a quarterly Compliance Certificate on or before the date required by §7.4(c), then without limiting any other rights of the Agent and the Lenders under this Agreement, the Applicable Margin for Loans shall be at Pricing Level 5 until such failure is cured within any applicable cure period, or waived in writing by the Required Lenders, in which event the Applicable Margin shall adjust, if necessary, on the first (1st) day of the first (1st) month Business Day following receipt of such Compliance Certificate. In the event that the Agent and the Borrower Parent determine that any financial statements previously delivered were incorrect or inaccurate (regardless of whether this Agreement or the Commitments are in effect when such inaccuracy is discovered), and such inaccuracy, if corrected, would have led to the application of a higher Applicable Margin for any period (an “Applicable Period”) than the Applicable Margin applied for such Applicable Period, then (i) the Borrower Parent shall as soon as practicable deliver to the Agent the corrected financial statements for such Applicable Period, (ii) the Applicable Margin shall be determined as if the Pricing Level for such higher Applicable Margin were applicable for such Applicable Period, and (iii) the Borrower shall within three five (35) Business Days of demand thereof by the Agent pay to the Agent the accrued additional amount owing as a result of such increased Applicable Margin for such Applicable Period, which payment shall be promptly applied by the Agent in accordance with this Agreement.
Appears in 1 contract
Applicable Margin. On any With respect to the period from the Closing Date to (but excluding) the date that is the six-month anniversary of the Closing Date, percentages per annum set forth in Level I in the chart immediately below; and (ii) on and following the date that is the six-month anniversary of the Closing Date, the percentages per annum set forth in Level I, Level II, Level III or Level IV in the chart immediately below, as applicable based upon the ratio of Consolidated Funded Debt to Consolidated Tangible Net Worth as set forth in the most recent Compliance Certificate received by the Administrative Agent pursuant to §8.4(d): Any increase or decrease in the Applicable Margin resulting from a change in the ratio of Consolidated Funded Debt to Consolidated Tangible Net Worth shall become effective as of the first Business Day immediately following the date a Compliance Certificate is delivered pursuant to §8.4(d); provided, however, that if a Compliance Certificate is not delivered when due in accordance with such §, then, upon the request of the Required Lenders, Level I shall apply as of the first Business Day after the date on which such Compliance Certificate was required to have been delivered and shall remain in effect until the date on which such Compliance Certificate is delivered. Notwithstanding the foregoing to the contrary, in the event either the Borrower or the Administrative Agent determines, in good faith, that the calculation of the ratio of Consolidated Funded Debt to Consolidated Tangible Net Worth on which the Applicable Margin for LIBOR Rate Loans and Base Rate Loans shall be any particular period was determined is inaccurate and, as set forth below based on the ratio of the Consolidated Total Indebtedness of REIT and its respective Subsidiaries to the Gross Asset Value of REIT and its respective Subsidiaries: Pricing Level 1 Less than or equal to 35% 2.50 % 1.25 % Pricing Level 2 Greater than 35% but less than or equal to 40% 2.75 % 1.50 % Pricing Level 3 Greater than 40% but less than or equal to 45% 3.00 % 1.75 % Pricing Level 4 Greater than 45% but less than or equal to 55% 3.25 % 2.00 % Pricing Level 5 Greater than 55% 3.50 % 2.25 % The initial Applicable Margin shall be at Pricing Level 4. The Applicable Margin shall not be adjusted based upon such ratio, if at all, until the first (1st) day of the first (1st) month following the delivery by Borrower to the Agent of the Compliance Certificate after the end of a calendar quarter. In the event that Borrower shall fail to deliver to the Agent a quarterly Compliance Certificate on or before the date required by §7.4(c), then without limiting any other rights of the Agent and the Lenders under this Agreementconsequence thereof, the Applicable Margin for Loans shall be at Pricing Level 5 until such failure is cured within any applicable cure periodwas lower or higher than it should have been, or waived in writing by the Required Lenders, in which event the Applicable Margin shall adjust, if necessary, on the first (1st) day of the first (1st) month following receipt of such Compliance Certificate. In the event that the Agent and the Borrower determine that any financial statements previously delivered were incorrect or inaccurate (regardless of whether this Agreement or the Commitments are in effect when such inaccuracy is discovered), and such inaccuracy, if corrected, would have led to the application of a higher Applicable Margin for any period (an “Applicable Period”) than the Applicable Margin applied for such Applicable Period, then (i) the Borrower shall promptly deliver (but in any event within ten (10) Business Days after the Borrower discover such inaccuracy or the Borrower is notified by the Administrative Agent of such inaccuracy, as soon as practicable deliver the case may be) to the Administrative Agent the corrected correct financial statements for such period (and if such financial statements are not accurately restated and delivered within thirty (30) days after the first discovery of such inaccuracy by the Borrower or such notice, as the case may be, and the Applicable PeriodMargin was lower than it should have been, then Level I shall apply retroactively for such period until such time as the correct financial statements are delivered and, upon the delivery of such corrected financial statements, thereafter the corrected Level shall apply for such period), (ii) the Administrative Agent shall determine and notify the Borrower of the amount of interest that would have been due in respect of outstanding Obligations, if any, during such period had the Applicable Margin shall be determined as if been calculated based on the Pricing correct ratio of Consolidated Funded Debt to Consolidated Tangible Net Worth (or, to the extent applicable, the Level for such higher I Applicable Margin if such corrected financial statements were applicable for such Applicable Period, not delivered as provided herein) and (iii) the Borrower shall within three (3) Business Days of demand thereof by the Agent promptly pay to the Administrative Agent the accrued additional difference, if any, between that amount owing as a result and the amount actually paid in respect of such increased Applicable Margin for such Applicable Period, which payment period. The foregoing notwithstanding shall be promptly applied by in no way limit the rights of the Administrative Agent in accordance with this Agreementor the Lenders to exercise their rights to impose the rate of interest applicable during an Event of Default as provided herein.
Appears in 1 contract
Sources: Revolving Credit Agreement (CAI International, Inc.)
Applicable Margin. (a) On any date date, the Applicable Margin for LIBOR Rate Loans and Base Rate Loans shall be a percentage per annum as set forth below based on the ratio of the Consolidated Total Indebtedness of REIT and its respective Subsidiaries to the Borrower’s Gross Asset Value of REIT and its respective SubsidiariesValue: Pricing Level 1 Less than or equal to 35% 2.50 1.75 % 1.25 0.75 % Pricing Level 2 Greater than 35% but less than or equal to 40% 2.75 1.90 % 1.50 0.90 % Pricing Level 3 Greater than 40% but less than or equal to 45% 3.00 2.05 % 1.75 1.05 % Pricing Level 4 Greater than 45% but less than or equal to 5552.5% 3.25 2.20 % 2.00 1.20 % Pricing Level 5 Greater than 5552.5% 3.50 2.40 % 2.25 1.40 % The initial Applicable Margin shall be at Pricing Level 41. At such time as this subparagraph (a) is applicable, the Applicable Margin for each Base Rate Loan shall be determined by reference to the ratio of Consolidated Total Indebtedness to Gross Asset Value in effect from time to time, and the Applicable Margin for any Interest Period for all LIBOR Rate Loans comprising part of the same borrowing shall be determined by reference to the ratio of Consolidated Total Indebtedness to Gross Asset Value in effect on the first (1st) day of such Interest Period. The Applicable Margin shall not be adjusted based upon such ratio, if at all, until the first (1st) day of the first (1st) month following the delivery by Borrower REIT to the Agent of the Compliance Certificate after the end of a calendar quarter. In the event that Borrower REIT shall fail to deliver to the Agent a quarterly Compliance Certificate on or before the date required by §7.4(c), then without limiting any other rights of the Agent and the Lenders under this Agreement, the Applicable Margin for Loans shall be at Pricing Level 5 until such failure is cured within any applicable cure period, or waived in writing by the Required Lenders, Lenders in which event the Applicable Margin shall adjust, if necessary, on the first (1st) day of the first (1st) month following receipt of such Compliance Certificate. In .
(b) From and after the event date that Agent first receives written notice from REIT or Borrower that Borrower has first obtained an Investment Grade Rating, the Agent Applicable Margin shall mean, as of any date of determination, a percentage per annum determined by reference to the Credit Rating Level as set forth below: I Credit Rating Level 1 0.95 % 0.00 % II Credit Rating ▇▇▇▇▇ ▇ 1.05 % 0.05 % III Credit Rating ▇▇▇▇▇ ▇ 1.20 % 0.20 % IV Credit Rating ▇▇▇▇▇ ▇ 1.50 % 0.50 % V Credit Rating ▇▇▇▇▇ ▇ 1.95 % 0.95 % At such time as this subparagraph (b) is applicable, the Applicable Margin for each Base Rate Loan shall be determined by reference to the Credit Rating Level in effect from time to time, and the Borrower determine that any financial statements previously delivered were incorrect or inaccurate (regardless of whether this Agreement or the Commitments are in effect when such inaccuracy is discovered), and such inaccuracy, if corrected, would have led to the application of a higher Applicable Margin for any period (an “Applicable Interest Period for all LIBOR Rate Loans comprising part of the same borrowing shall be determined by reference to the Credit Rating Level in effect on the first day of such Interest Period”) than ; provided, however that no change in the Applicable Margin applied for such Applicable Period, then (i) resulting from the Borrower shall as soon as practicable deliver to application of the Agent Credit Rating Levels or a change in the corrected financial statements for such Applicable Period, (ii) the Applicable Margin Credit Rating Level shall be determined as if the Pricing Level for such higher Applicable Margin were applicable for such Applicable Period, and (iii) the Borrower shall within effective until three (3) Business Days of demand thereof by after the date on which the Agent pay receives written notice from REIT or Borrower of the application of the Credit Rating Levels or a change in such Credit Rating Level. From and after the first date that the Applicable Margin is based on Borrower’s Investment Grade Rating pursuant to this subparagraph (b), the Applicable Margin shall no longer be calculated by reference to the Agent ratio of Consolidated Total Indebtedness to Gross Asset Value (provided that any accrued interest payable at the accrued additional amount owing as a result of such increased Applicable Margin for determined by reference to the ratio of Consolidated Total Indebtedness to Gross Asset Value prior to such Applicable Period, which payment date shall be promptly applied by the Agent payable as provided in accordance with this Agreement§2.6).
Appears in 1 contract
Sources: Term Loan Agreement (Dupont Fabros Technology, Inc.)
Applicable Margin. On any date For purposes of calculating (a) the Applicable Margin for interest rate payable with respect to Base Rate Loans, LIBOR Rate Loans or IBOR Rate Loans, and Base Rate Loans (b) the Unused Line Fee in connection with Section 2.2 hereof, the corresponding percentage set forth below, as shall be as set forth below based determined and adjusted quarterly on the ratio date (each a “Calculation Date”) ten (10) Business Days after the date of receipt by the Administrative Agent from LTI of the Consolidated Total Indebtedness Compliance Certificate for the most recently ended fiscal quarter of REIT and its respective Subsidiaries LTI; provided that (x) for the period from the Closing Date to but not including the Gross Asset Value of REIT and its respective Subsidiaries: Pricing Level 1 Less than or equal to 35% 2.50 % 1.25 % Pricing Level 2 Greater than 35% but less than or equal to 40% 2.75 % 1.50 % Pricing Level 3 Greater than 40% but less than or equal to 45% 3.00 % 1.75 % Pricing Level 4 Greater than 45% but less than or equal to 55% 3.25 % 2.00 % Pricing Level 5 Greater than 55% 3.50 % 2.25 % The initial Calculation Date for the fiscal year ending December 31, 2004, the Applicable Margin shall be at based on Pricing Level 4. The Applicable Margin shall not be adjusted based upon such ratioII (as shown below) and, if at allthereafter, until the first (1st) day of the first (1st) month following the delivery by Borrower to the Agent of the Compliance Certificate after the end of a calendar quarter. In the event that Borrower shall fail to deliver to the Agent a quarterly Compliance Certificate on or before the date required by §7.4(c), then without limiting any other rights of the Agent and the Lenders under this Agreement, the Applicable Margin for Loans shall be at Pricing Level 5 until such failure is cured within any applicable cure period, or waived in writing by the Required Lenders, in which event the Applicable Margin shall adjust, if necessary, on the first (1st) day of the first (1st) month following receipt of such Compliance Certificate. In the event that the Agent and the Borrower determine that any financial statements previously delivered were incorrect or inaccurate (regardless of whether this Agreement or the Commitments are in effect when such inaccuracy is discovered), and such inaccuracy, if corrected, would have led to the application of a higher Applicable Margin for any period (an “Applicable Period”) than the Applicable Margin applied for such Applicable Period, then (i) the Borrower shall as soon as practicable deliver to the Agent the corrected financial statements for such Applicable Period, (ii) the Applicable Margin shall be determined by reference to the Leverage Ratio as of the last day of the most recently ended fiscal quarter of the Borrower preceding any applicable Calculation Date, and (y) if at any time LTI fails to provide a Compliance Certificate for its most recently ended fiscal quarter preceding the applicable Calculation Date, the Applicable Margin from such Calculation Date shall be based on Pricing Level I (as shown below) until such date as an appropriate Compliance Certificate is provided, at which date (and without any retroactive adjustment to the Calculation Date) the Pricing Level for shall be determined by reference to the Leverage Ratio as of the last day of the most recently ended fiscal quarter of LTI preceding such higher Calculation Date. Except as previously described in the event of tardy delivery of a Compliance Certificate, the Applicable Margin were shall be effective from one Calculation Date until the next Calculation Date. Any adjustment in the Applicable Margin shall be applicable for such Applicable Period, to all Loans then existing or subsequently made and (iii) the Borrower shall within three (3) Business Days of demand thereof by the Agent pay to the Agent the accrued additional amount owing as a result of Unused Line Fees accruing on or after such increased Applicable Margin for such Applicable Period, which payment shall be promptly applied by the Agent in accordance with this Agreement.Calculation Date. I Greater than 2.50:1.00 0.50 % 1.75 % 0.375 % II Less than or equal to 2.50:1.00 but greater than 1.50:1.00 0.00 % 1.50 % 0.25 % III Less than or equal to 1.50:1.00 but greater than 1.00:1.00 0.00 % 1.25 % 0.225 % IV Less than or equal to 1.00:1.00 (0.50 %) 1.00 % 0.20 %
Appears in 1 contract
Sources: Credit Agreement (Lionbridge Technologies Inc /De/)
Applicable Margin. On any date the Applicable Margin for LIBOR Rate Loans and Base Rate Loans shall be as set forth below based on the ratio of the Consolidated Total Indebtedness of REIT and its respective Subsidiaries to the Gross Asset Value of REIT and its respective Subsidiaries: Pricing Level 1 Less than or equal to 35% 2.50 1.75 % 1.25 0.75 % Pricing Level 2 Greater than or equal to 35% but less than 40% 2.00 % 1.00 % Pricing Level 3 Greater than or equal to 40% 2.75 but less than 45% 1.50 2.25 % 1.25 % Pricing Level 3 4 Greater than 40% but less than or equal to 45% 3.00 but less than 55% 1.75 2.45 % 1.45 % Pricing Level 4 5 Greater than 45% but less than or equal to 55% 3.25 2.65 % 2.00 % Pricing Level 5 Greater than 55% 3.50 % 2.25 1.65 % The initial Applicable Margin shall be at Pricing Level 41. The Applicable Margin shall not be adjusted based upon such ratio, if at all, until the first (1st) day of the first (1st) month following the delivery by Borrower to the Agent of the Compliance Certificate after the end of a calendar quarter. In the event that Borrower shall fail to deliver to the Agent a quarterly Compliance Certificate on or before the date required by §7.4(c), then without limiting any other rights of the Agent and the Lenders under this Agreement, the Applicable Margin for Loans shall be at Pricing Level 5 until such failure is cured within any applicable cure period, or waived in writing by the Required Lenders, in which event the Applicable Margin shall adjust, if necessary, on the first (1st) day of the first (1st) month following receipt of such Compliance Certificate. In the event that the Agent and Agent, REIT, or the Borrower determine that any financial statements previously delivered were incorrect or inaccurate (regardless of whether this Agreement or the Revolving Credit Commitments are in effect when such inaccuracy is discovered), and such inaccuracy, if corrected, would have led to the application of a higher Applicable Margin for any period (an “Applicable Period”) than the Applicable Margin applied for such Applicable Period, then (i) the Borrower shall as soon as practicable deliver to the Agent the corrected financial statements for such Applicable Period, (ii) the Applicable Margin shall be determined as if the Pricing Level for such higher Applicable Margin were applicable for such Applicable Period, and (iii) the Borrower shall within three (3) Business Days of demand thereof by the Agent pay to the Agent the accrued additional amount owing as a result of such increased Applicable Margin for such Applicable Period, which payment shall be promptly applied by the Agent in accordance with this Agreement.
Appears in 1 contract
Sources: Credit Agreement (Carter Validus Mission Critical REIT II, Inc.)
Applicable Margin. On any date the The Applicable Margin provided for LIBOR Rate in Section 3.1(a) with respect to the Loans (the "Applicable Margin") shall:
(i) for the period commencing on the Closing Date and Base Rate Loans shall ending on the date immediately preceding the fifth (5th) Business Day following receipt by the Administrative Agent of the financial statements of BREED and its Subsidiaries for the fiscal quarter ending March 31, 1997 and the accompanying Officer's Compliance Certificate, be as set forth below determined based on the ratio Leverage Ratio set forth in the Financial Condition Certificate delivered pursuant to Section 4.2(e)(ii) in accordance with the chart below;
(ii) for the period commencing on the fifth (5th) Business Day following receipt by the Administrative Agent of the Consolidated Total Indebtedness financial statements of REIT BREED and its respective Subsidiaries for the fiscal quarter ending June 30, 1997 and the accompanying Officer's Compliance Certificate and continuing through and including the Credit Facility Termination Date, be determined by reference to the Gross Asset Value Leverage Ratio as of REIT and its respective Subsidiariesthe end of the fiscal quarter immediately preceding the delivery of the applicable Officer's Compliance Certificate in accordance with the chart below: Pricing Level 1 Applicable Margin Per Annum Leverage Ratio Base Rate + LIBOR Rate + Greater than 3.25 0.00% 1.050% Less than or equal to 353.25 and greater than 3.00 0.00% 0.800% 37 Less than or equal to 3.00 and greater than 2.50 0.00% 1.25 0.600% Pricing Level 2 Greater than 35% but less than or equal to 402.50 but greater than 2.00 0.00% 2.75 0.475% 1.50 % Pricing Level 3 Greater than 40% but less than or equal to 452.00 0.00% 3.00 0.375% 1.75 % Pricing Level 4 Greater than 45% but less than or equal to 55% 3.25 % 2.00 % Pricing Level 5 Greater than 55% 3.50 % 2.25 % The initial Applicable Margin shall be at Pricing Level 4. The Applicable Margin shall not be adjusted based upon such ratioAdjustments, if at all, until the first (1st) day of the first (1st) month following the delivery by Borrower to the Agent of the Compliance Certificate after the end of a calendar quarter. In the event that Borrower shall fail to deliver to the Agent a quarterly Compliance Certificate on or before the date required by §7.4(c), then without limiting any other rights of the Agent and the Lenders under this Agreement, the Applicable Margin for Loans shall be at Pricing Level 5 until such failure is cured within any applicable cure period, or waived in writing by the Required Lendersany, in which event the Applicable Margin shall adjust, if necessary, on the first (1st) day of the first (1st) month following receipt of such Compliance Certificate. In the event that the Agent and the Borrower determine that any financial statements previously delivered were incorrect or inaccurate (regardless of whether this Agreement or the Commitments are in effect when such inaccuracy is discovered), and such inaccuracy, if corrected, would have led to the application of a higher Applicable Margin for any period (an “Applicable Period”) than the Applicable Margin applied for such Applicable Period, then (i) the Borrower shall as soon as practicable deliver to the Agent the corrected financial statements for such Applicable Period, (ii) the Applicable Margin shall be determined made by the Administrative Agent on the tenth (10th) Business Day (the "Adjustment Date") after receipt by the Administrative Agent of quarterly financial statements for BREED and its Subsidiaries and the accompanying Officer's Compliance Certificate setting forth the Leverage Ratio as if of the Pricing Level for most recent fiscal quarter end. Subject to Section 3.1(d), in the event the Borrowers fail to deliver such higher financial statements and certificate within the time required by Section 6.2 hereof, the Applicable Margin were applicable for shall be the highest Applicable Margin set forth above until the delivery of such Applicable Period, financial statements and (iii) the Borrower shall within three (3) Business Days of demand thereof by the Agent pay certificate. Notwithstanding anything to the Agent contrary contained herein, in the accrued additional amount owing event the Interest Coverage Ratio (as a result determined pursuant to Section 8.3 of this Agreement) is less than 3.00 to 1.00 during the applicable period set forth in such increased Section 8.3, the Applicable Margin for such Applicable Period, which payment set forth in this Section 3.1 shall be promptly applied by deemed to be 1.000% with respect to LIBOR Rate Loans (unless the Agent in accordance Applicable Margin with respect to LIBOR Rate Loans is determined to be 1.250% pursuant to the terms of this AgreementSection 3.1(c)).
Appears in 1 contract
Applicable Margin. On any date date, the Applicable Margin for LIBOR Rate Loans and Base Rate Loans shall be as set forth below based on the ratio of the Consolidated Total Indebtedness of REIT and its respective Subsidiaries to the Gross Consolidated Total Adjusted Asset Value of REIT and its respective SubsidiariesValue: Pricing Level 1 Less than or equal to 3545% 2.50 1.75 % 1.25 0.75 % Pricing Level 2 Greater than 35or equal to 45% but less than or equal to 4050% 2.75 2.00 % 1.50 1.00 % Pricing Level 3 Greater than 40or equal to 50% but less than or equal to 4560% 3.00 2.25 % 1.75 1.25 % Pricing Level 4 Greater than 45% but less than or equal to 5560% 3.25 2.50 % 2.00 % Pricing Level 5 Greater than 55% 3.50 % 2.25 1.50 % The initial Applicable Margin shall be at Pricing Level 43. The Applicable Margin shall not be adjusted based upon such ratio, if at all, until the first (1st) day of the first (1st) month following the delivery by the Borrower to the Agent of the Compliance Certificate after the end of a calendar quarter. In the event that the Borrower shall fail to deliver to the Agent a quarterly Compliance Certificate on or before the date required by §7.4(c7.1(c), then then, without limiting any other rights of the Agent and the Lenders under this Agreement, the Applicable Margin for Loans shall be at Pricing Level 5 4 until such failure is cured within any applicable cure period, or waived in writing by the Required Lenders, in which event the Applicable Margin shall adjust, if necessary, on the first (1st) day of the first (1st) month following receipt of such Compliance Certificate. In the event that the Agent and or the Borrower determine that any financial statements previously delivered were incorrect or inaccurate (regardless of whether this Agreement or the Commitments are in effect when such inaccuracy is discovered), and such inaccuracy, if corrected, would have led to the application of a higher Applicable Margin for any period (an “Applicable Period”) than the Applicable Margin applied for such Applicable Period, then (ia) the Borrower shall as soon as practicable deliver to the Agent the corrected financial statements for such Applicable Period, (iib) the Applicable Margin shall be determined as if the Pricing Level for such higher Applicable Margin were applicable for such Applicable Period, and (iiic) the Borrower shall within three (3) Business Days of demand thereof by the Agent pay to the Agent the accrued additional amount owing as a result of such increased Applicable Margin for such Applicable Period, which payment shall be promptly applied by the Agent in accordance with this Agreement.
Appears in 1 contract
Applicable Margin. On any date For purposes hereof, the "Applicable Margin" used to determine the LIBOR Rate shall mean the interest rate margin determined by the Total Leverage Ratio (as defined in Section 13(J) hereof) in accordance with the following schedule: Total Leverage Ratio Applicable Margin for LIBOR Rate Loans and Base Rate Loans shall be as set forth below based on the ratio of the Consolidated Total Indebtedness of REIT and its respective Subsidiaries to the Gross Asset Value of REIT and its respective Subsidiaries: Pricing Level 1 -------------------- ----------------------------- Less than or equal to 351.35x +.50% 2.50 % 1.25 % Pricing Level 2 Greater than 35% but less than or equal to 40% 2.75 % 1.50 % Pricing Level 3 Greater than 40% but less than or equal to 45% 3.00 % 1.75 % Pricing Level 4 Greater than 45% but less than or equal to 55% 3.25 % 2.00 % Pricing Level 5 Greater than 55% 3.50 % 2.25 1.35x +.75% The initial Total Leverage Ratio of the Borrower will be determined based on the most recent financial statements and financial covenant certificate delivered to CoBank pursuant to Section 13(I)(8) hereof, and changes in the Applicable Margin shall be at Pricing Level 4. The Applicable Margin shall will not be adjusted based upon such ratio, if at all, made until the first third Business Day after receipt thereof. Notwithstanding the foregoing: (1st1) day at closing and until receipt of the first (1st) month following the delivery by Borrower set of financial statements and financial covenant certificate required pursuant to the Agent of the Compliance Certificate after the end of a calendar quarter. In the event that Borrower shall fail to deliver to the Agent a quarterly Compliance Certificate on or before the date required by §7.4(cSection 13(I)(8), then without limiting any other rights of the Agent and the Lenders under this Agreement, the Applicable Margin for Loans shall be at Pricing Level 5 until such failure is cured within any applicable cure period, or waived in writing by the Required Lenders, in which event the Applicable Margin shall adjust, if necessary, on the first (1st) day of the first (1st) month following receipt of such Compliance Certificate. In the event that the Agent and the Borrower determine that any financial statements previously delivered were incorrect or inaccurate (regardless of whether this Agreement or the Commitments are in effect when such inaccuracy is discovered), and such inaccuracy, if corrected, would have led to the application of a higher Applicable Margin for any period (an “Applicable Period”) than the Applicable Margin applied for such Applicable Period, then (i) the Borrower shall as soon as practicable deliver to the Agent the corrected financial statements for such Applicable Period, (ii) the Applicable Margin shall be determined as if .75% for loans bearing interest at the Pricing Level for such higher LIBOR Rate (unless, at closing, the Borrower furnishes its most recent quarterly financial statement and financial covenant certificate showing that the Borrower is entitled to a lower rate); and (2) changes in the Applicable Margin were shall be applicable for such Applicable Periodto the Portion of the Loan bearing interest at the LIBOR Rate, and (iii) regardless of when made. In the event the Borrower shall within three (3) Business Days of demand thereof by fails to timely provide the Agent pay financial statements and financial covenant certificate referred to in Section 13(I)(8), then, without prejudice to CoBank's rights under Section 16 hereof, the Agent the accrued additional amount owing as a result of such increased Applicable Margin for such Applicable Period, which payment shall be promptly applied by .75% for the Agent in accordance with this AgreementPortion of the Loan bearing interest at the LIBOR Rate until it does so regardless of the Total Leverage Ratio.
Appears in 1 contract
Sources: Line of Credit Agreement (Commonwealth Telephone Enterprises Inc /New/)
Applicable Margin. On any date the The Applicable Margin provided for in Section 4.1(a) with respect to the Loans (other than Competitive Bid Loans) (the "Applicable Margin") shall:
(i) for the period commencing on the Closing Date and ending on the date immediately preceding the tenth (10th) Business Day following receipt by the Administrative Agent of the Consolidated financial statements of the Borrower and its Subsidiaries for the fiscal quarter ended September 28, 1997 and the accompanying Officer's Compliance Certificate, be 0.00% for Base Rate Loans and 0.500% for LIBOR Rate Loans and Base Rate Loans shall be as set forth below based Loans;
(ii) for the period commencing on the ratio tenth (10th) Business Day following receipt by the Administrative Agent of the Consolidated Total Indebtedness financial statements of REIT the Borrower and its respective Subsidiaries for the fiscal quarter ended September 28, 1997 and the accompanying Officer's Compliance Certificate and continuing through and including the Credit Facility Termination Date, be determined by reference to the Gross Asset Value Leverage Ratio as of REIT and its respective Subsidiariesthe end of the fiscal quarter immediately preceding the delivery of the applicable Officer's Compliance Certificate in accordance with the chart below: Pricing Level 1 Less Applicable Margin Per Annum Leverage Ratio Base Rate + LIBOR Rate + Greater than or equal 0.00% 0.500% to 3530% 2.50 Less than 30% 1.25 0.00% Pricing Level 2 Greater than 350.375% but less than or equal to 40% 2.75 % 1.50 % Pricing Level 3 Greater than 40% but less than or equal to 45% 3.00 % 1.75 % Pricing Level 4 Greater than 45% but less than or equal to 55% 3.25 % 2.00 % Pricing Level 5 Greater than 55% 3.50 % 2.25 % The initial Applicable Margin shall be at Pricing Level 4. The Applicable Margin shall not be adjusted based upon such ratioAdjustments, if at all, until the first (1st) day of the first (1st) month following the delivery by Borrower to the Agent of the Compliance Certificate after the end of a calendar quarter. In the event that Borrower shall fail to deliver to the Agent a quarterly Compliance Certificate on or before the date required by §7.4(c), then without limiting any other rights of the Agent and the Lenders under this Agreement, the Applicable Margin for Loans shall be at Pricing Level 5 until such failure is cured within any applicable cure period, or waived in writing by the Required Lendersany, in which event the Applicable Margin shall adjust, if necessary, on the first (1st) day of the first (1st) month following receipt of such Compliance Certificate. In the event that the Agent and the Borrower determine that any financial statements previously delivered were incorrect or inaccurate (regardless of whether this Agreement or the Commitments are in effect when such inaccuracy is discovered), and such inaccuracy, if corrected, would have led to the application of a higher Applicable Margin for any period (an “Applicable Period”) than the Applicable Margin applied for such Applicable Period, then (i) the Borrower shall as soon as practicable deliver to the Agent the corrected financial statements for such Applicable Period, (ii) the Applicable Margin shall be determined made by the Administrative Agent on the tenth (10th) Business Day (the "Adjustment Date") after receipt by the dministrative Agent of quarterly Consolidated financial statements for the Borrower and its Subsidiaries and the accompanying Officer's Compliance Certificate setting forth the Leverage Ratio of the Borrower and its Subsidiaries as if of the Pricing Level for most recent fiscal quarter end. Subject to Section 4.1(d), in the event the Borrower fails to deliver such higher financial statements and certificate within the time required by Sections 7.1 and 7.2, the Applicable Margin were applicable for such shall be the highest Applicable Period, and Margin set forth above until ten (iii) the Borrower shall within three (310) Business Days of demand thereof by after the Agent pay to the Agent the accrued additional amount owing as a result delivery of such increased Applicable Margin for such Applicable Period, which payment shall be promptly applied by the Agent in accordance with this Agreementfinancial statements and certificate.
Appears in 1 contract
Applicable Margin. On any date thereafter, the Applicable Margin for shall equal the applicable LIBOR Rate Loans and margin or Base Rate Loans shall be margin in effect from time to time determined as set forth below based on upon the ratio of the Consolidated Total Indebtedness of REIT and its respective Subsidiaries applicable Leverage Ratio then in effect pursuant to the Gross Asset Value of REIT and its respective Subsidiariesappropriate column under the table below: Pricing Level 1 Less than or equal to 35% 2.50 % 1.25 % Pricing Level 2 Greater than 355.00 to 1.0 4.00 % 2.75 % greater than 4.50 to 1.0, but less than or equal to 405.00 to 1.0 3.75 % 2.75 2.50 % 1.50 % Pricing Level 3 Greater greater than 40% 4.00 to 1.0, but less than or equal to 454.50 to 1.0 3.50 % 3.00 2.25 % 1.75 % Pricing Level 4 Greater than 45% but less than or equal to 554.00 to 1.0 3.00 % 3.25 % 2.00 % Pricing Level 5 Greater than 55% 3.50 % 2.25 1.75 % The initial Applicable Margin shall be at Pricing Level 4. The Applicable Margin shall not be adjusted based from time to time upon such ratio, if at all, until the first (1st) day of the first (1st) month following the delivery by Borrower to the Agent of the monthly financial statements for the last month of each fiscal quarter and the Compliance Certificate after required to be delivered pursuant to •Section 4.1 hereof, in each case accompanied by a written calculation of the Leverage Ratio certified on behalf of the Borrower by a Responsible Officer as of the end of a calendar quarterthe fiscal month for which such financial statements are delivered. In If such calculation indicates that the event Applicable Margin shall increase or decrease, then on the fifth (5th) Business Day following the date of delivery of such financial statements, Compliance Certificate and written calculation the Applicable Margin shall be adjusted in accordance therewith; provided, however, that if the Borrower shall fail to deliver to the Agent a quarterly any such financial statements and Compliance Certificate on or before for any such fiscal month by the date required by §7.4(c)pursuant to Section 4.1, then without limiting any other rights then, at the Agent’s election, effective as of the Agent and the Lenders under this Agreement, the Applicable Margin for Loans shall be at Pricing Level 5 until date such failure is cured within any applicable cure period, or waived in writing by the Required Lenders, in which event the Applicable Margin shall adjust, if necessary, on the first (1st) day of the first (1st) month following receipt of such Compliance Certificate. In the event that the Agent and the Borrower determine that any financial statements previously delivered and Compliance Certificate were incorrect or inaccurate to have been delivered, and continuing through the fifth (regardless of whether this Agreement or 5th) Business Day following the Commitments are in effect date (if ever) when such inaccuracy is discovered)financial statements, Compliance Certificate and such inaccuracywritten calculation are finally delivered, if corrected, would have led to the application of a higher Applicable Margin for any period (an “Applicable Period”) than the Applicable Margin applied for such Applicable Period, then (i) the Borrower shall as soon as practicable deliver to the Agent the corrected financial statements for such Applicable Period, (ii) the Applicable Margin shall be determined as if conclusively presumed to equal the Pricing Level for such higher highest Applicable Margin were applicable for specified in the pricing table set forth above.” “(g) no more than $5,000,000 in the aggregate principal amount of Revolving Loans may be used during any calendar year and no more than $10,000,000 in the aggregate principal amount of Revolving Loans may be used during the term of this Agreement to consummate all such Applicable Period, and (iii) the Borrower shall within three (3) Business Days of demand thereof by the Agent pay to the Agent the accrued additional amount owing as a result of such increased Applicable Margin for such Applicable Period, which payment shall be promptly applied by the Agent in accordance with this Agreement.Acquisitions;”
Appears in 1 contract
Sources: Credit Agreement (Panther Expedited Services, Inc.)
Applicable Margin. On any From and after the date of this Agreement (and unless and until the REIT obtains an Investment Grade Rating from at least two (2) of the Rating Agencies and elects to have the Applicable Margin determined pursuant to subparagraph (b) below), the Applicable Margin for Revolving Credit LIBOR Rate Loans, Term LIBOR Rate Loans, Revolving Credit Base Rate Loans and Term Base Rate Loans shall be a percentage per annum as set forth below based on the ratio of the Consolidated Total Indebtedness of REIT and its respective Subsidiaries to the Gross Consolidated Total Asset Value of REIT and its respective SubsidiariesValue: Pricing Level 1 Less than or equal to 3540% 2.50 1.45% 1.25 0.45% 1.40% 0.40% Pricing Level 2 Greater than 35% but less than or equal to 40% 2.75 but less than 45% 1.50 1.60% 0.60% 1.55% 0.55% Pricing Level 3 Greater than 40% but less than or equal to 45% 3.00 but less than 50% 1.75 1.75% 0.75% 1.70% 0.70% Pricing Level 4 Greater than 45or equal to 50% but less than 55% 1.90% 0.90% 1.85% 0.85% Pricing Level 5 Greater than or equal to 55% 3.25 2.05% 2.00 1.05% Pricing Level 5 Greater than 552.00% 3.50 % 2.25 1.00% The initial Applicable Margin shall be at Pricing Level 43. The Applicable Margin shall not be adjusted based upon such ratio, if at all, until the first (1st) day of the first (1st) month following the delivery by the Borrower to the Agent of the Compliance Certificate after the end of a calendar quarter. In the event that the Borrower shall fail to deliver to the Agent a quarterly Compliance Certificate on or before the date required by §7.4(c), then then, without limiting any other rights of the Agent and the Lenders under this Agreement, the Applicable Margin for Loans shall be at Pricing Level 5 until such failure is cured within any applicable cure period, or waived in writing by the Required Majority Lenders, in which event the Applicable Margin shall adjust, if necessary, on the first (1st) day of the first (1st) month following receipt of such Compliance Certificate. In the event that the Agent and Agent, REIT or the Borrower determine in good faith determines that any financial statements previously delivered were incorrect or inaccurate (regardless of whether this Agreement or the Commitments are in effect when such inaccuracy is discovered), and such inaccuracy, if corrected, would have led to the application of a higher Applicable Margin for any period (an “Applicable Period”) than the Applicable Margin applied for such Applicable Period, then (ia) the Borrower shall as soon as practicable deliver to the Agent the corrected financial statements for such Applicable Period, (iib) the Applicable Margin shall be determined as if the Pricing Level for such higher Applicable Margin were applicable for such Applicable Period, and (iiic) the Borrower shall within three (3) Business Days of demand thereof by the Agent pay to the Agent the accrued additional amount owing as a result of such increased Applicable Margin for such Applicable Period, which payment shall be promptly applied by the Agent in accordance with this Agreement.
Appears in 1 contract
Applicable Margin. On any From and after the date of this Agreement (and unless and until the Borrower and/or Parent obtains an Investment Grade Rating and Borrower elects to have the Applicable Margin determined pursuant to subparagraph (b) below), the Applicable Margin for LIBOR Rate Loans and Base Rate Loans shall be a percentage per annum as set forth below based on the ratio of the Consolidated Total Indebtedness of REIT and its respective Subsidiaries to the Gross Consolidated Total Asset Value of REIT and its respective SubsidiariesValue: Pricing Level 1 Less than or equal to 35% 2.50 % 1.25 % Pricing Level 2 Greater than 35% but less than or equal to 40% 2.75 45% 1.50 % Pricing Level 3 Greater than 400.50 % but less than or equal to 451.45 % 3.00 0.45 % 1.75 % Pricing Level 4 2 Greater than 45% but less than or equal to 50% 1.75 % 0.75 % 1.70 % 0.70 % 3 Greater than 50% but less than or equal to 55% 3.25 % 2.00 % Pricing Level 5 1.00 % 1.95 % 0.95 % 4 Greater than 55% 3.50 2.25 % 2.25 1.25 % 2.20 % 1.20 % The initial Applicable Margin shall be at Pricing Level 42. The Applicable Margin shall not be adjusted based upon such ratio, if at all, until the first (1st) day of the first (1st) month Business Day following the delivery by Borrower Parent to the Agent of the Compliance Certificate after at the end of a calendar quarter. In the event that Borrower Parent shall fail to deliver to the Agent a quarterly Compliance Certificate on or before the date required by §7.4(c), then without limiting any other rights of the Agent and the Lenders under this Agreement, the Applicable Margin for Loans shall be at Pricing Level 5 4 until such failure is cured within any applicable cure period, or waived in writing by the Required Lenders, in which event the Applicable Margin shall adjust, if necessary, on the first (1st) day of the first (1st) month Business Day following receipt of such Compliance Certificate. In the event that the Agent and the Borrower Parent determine that any financial statements previously delivered were incorrect or inaccurate (regardless of whether this Agreement or the Commitments are in effect when such inaccuracy is discovered), and such inaccuracy, if corrected, would have led to the application of a higher Applicable Margin for any period (an “Applicable Period”) than the Applicable Margin applied for such Applicable Period, then (i) the Borrower Parent shall as soon as practicable deliver to the Agent the corrected financial statements for such Applicable Period, (ii) the Applicable Margin shall be determined as if the Pricing Level for such higher Applicable Margin were applicable for such Applicable Period, and (iii) the Borrower shall within three five (35) Business Days of demand thereof by the Agent pay to the Agent the accrued additional amount owing as a result of such increased Applicable Margin for such Applicable Period, which payment shall be promptly applied by the Agent in accordance with this Agreement.
Appears in 1 contract
Applicable Margin. On The Applicable Margin provided for in Section 5.1(a) with respect to any Loan (the "Applicable Margin") shall be based upon the table set forth below and shall be determined and adjusted quarterly on the date (each a "Calculation Date") ten (10) Business Days after the date by which the Borrower is required to provide an Officer's Compliance Certificate for the most recently ended fiscal quarter of the Borrower; provided, however, that (a) the initial Applicable Margin shall be based on Pricing Level III (as shown below) and shall remain at Pricing Level III until receipt by the Administrative Agent of the Officer's Compliance Certificate for the period ended June 30, 2003 and, thereafter the Pricing Level shall be determined by reference to the Leverage Ratio as of the last day of the most recently ended fiscal quarter of the Borrower preceding the applicable Calculation Date, and (b) if the Borrower fails to provide the Officer's Compliance Certificate as required by Section 8.2 for the most recently ended fiscal quarter of the Borrower preceding the applicable Calculation Date, the Applicable Margin for LIBOR Rate Loans and Base Rate Loans from such Calculation Date shall be as set forth below based on Pricing Level IV (as shown below) until such time as an appropriate Officer's Compliance Certificate is provided, at which time the ratio Pricing Level shall be determined by reference to the Leverage Ratio as of the Consolidated Total Indebtedness last day of REIT and its respective Subsidiaries the most recently ended fiscal quarter of the Borrower preceding such Calculation Date. The Applicable Margin shall be effective from one Calculation Date until the next Calculation Date. Any adjustment in the Applicable Margin shall be applicable to the Gross Asset Value all Extensions of REIT and its respective Subsidiaries: Pricing Level 1 Credit then existing or subsequently made or issued. REVOLVING CREDIT LOANS TERM LOANS -------------------------------- --------------------------------- PRICING LEVEL LEVERAGE RATIO LIBOR BASE RATE LIBOR BASE RATE -------------- ---------------------------------- --------------- ---------------- ---------------- ---------------- IV Greater than 3.00 to 1.00 3.25% 2.00% 4.00% 2.75% III Greater than 2.50 to 1.00, but 3.00% 1.75% 4.00% 2.75% less than or equal to 3.00 to 1.00 II Greater than 2.00 to 1.00, but 2.75% 1.50% 4.00% 2.75% less than or equal to 2.50 to 1.00 I Less than or equal to 352.00 2.50% 2.50 1.25% 1.25 4.00% Pricing Level 2 Greater than 35% but less than or equal to 40% 2.75 % 1.50 % Pricing Level 3 Greater than 40% but less than or equal to 45% 3.00 % 1.75 % Pricing Level 4 Greater than 45% but less than or equal to 55% 3.25 % 2.00 % Pricing Level 5 Greater than 55% 3.50 % 2.25 % The initial Applicable Margin shall be at Pricing Level 4. The Applicable Margin shall not be adjusted based upon such ratio, if at all, until the first (1st) day of the first (1st) month following the delivery by Borrower to the Agent of the Compliance Certificate after the end of a calendar quarter. In the event that Borrower shall fail to deliver to the Agent a quarterly Compliance Certificate on or before the date required by §7.4(c), then without limiting any other rights of the Agent and the Lenders under this Agreement, the Applicable Margin for Loans shall be at Pricing Level 5 until such failure is cured within any applicable cure period, or waived in writing by the Required Lenders, in which event the Applicable Margin shall adjust, if necessary, on the first (1st) day of the first (1st) month following receipt of such Compliance Certificate. In the event that the Agent and the Borrower determine that any financial statements previously delivered were incorrect or inaccurate (regardless of whether this Agreement or the Commitments are in effect when such inaccuracy is discovered), and such inaccuracy, if corrected, would have led to the application of a higher Applicable Margin for any period (an “Applicable Period”) than the Applicable Margin applied for such Applicable Period, then (i) the Borrower shall as soon as practicable deliver to the Agent the corrected financial statements for such Applicable Period, (ii) the Applicable Margin shall be determined as if the Pricing Level for such higher Applicable Margin were applicable for such Applicable Period, and (iii) the Borrower shall within three (3) Business Days of demand thereof by the Agent pay to the Agent the accrued additional amount owing as a result of such increased Applicable Margin for such Applicable Period, which payment shall be promptly applied by the Agent in accordance with this Agreement.2.75%
Appears in 1 contract
Applicable Margin. On any date For purposes of calculating (a) the Applicable Margin for interest rate payable with respect to Base Rate Loans, LIBOR Rate Loans or IBOR Rate Loans, and Base Rate Loans (b) the Unused Line Fee in connection with Section 2.2 hereof, the corresponding percentage set forth below, as shall be as set forth below based determined and adjusted quarterly on the ratio date (each a “Calculation Date”) ten (10) Business Days after the date of receipt by the Administrative Agent from LTI of the Consolidated Total Indebtedness Compliance Certificate for the most recently ended fiscal quarter of REIT and its respective Subsidiaries LTI; provided that (x) for the period from the Closing Date to but not including the Gross Asset Value of REIT and its respective Subsidiaries: Pricing Level 1 Less than or equal to 35% 2.50 % 1.25 % Pricing Level 2 Greater than 35% but less than or equal to 40% 2.75 % 1.50 % Pricing Level 3 Greater than 40% but less than or equal to 45% 3.00 % 1.75 % Pricing Level 4 Greater than 45% but less than or equal to 55% 3.25 % 2.00 % Pricing Level 5 Greater than 55% 3.50 % 2.25 % The initial Calculation Date for the fiscal year ending December 31, 2004, the Applicable Margin shall be at based on Pricing Level 4. The Applicable Margin shall not be adjusted based upon such ratioII (as shown below) and, if at allthereafter, until the first (1st) day of the first (1st) month following the delivery by Borrower to the Agent of the Compliance Certificate after the end of a calendar quarter. In the event that Borrower shall fail to deliver to the Agent a quarterly Compliance Certificate on or before the date required by §7.4(c), then without limiting any other rights of the Agent and the Lenders under this Agreement, the Applicable Margin for Loans shall be at Pricing Level 5 until such failure is cured within any applicable cure period, or waived in writing by the Required Lenders, in which event the Applicable Margin shall adjust, if necessary, on the first (1st) day of the first (1st) month following receipt of such Compliance Certificate. In the event that the Agent and the Borrower determine that any financial statements previously delivered were incorrect or inaccurate (regardless of whether this Agreement or the Commitments are in effect when such inaccuracy is discovered), and such inaccuracy, if corrected, would have led to the application of a higher Applicable Margin for any period (an “Applicable Period”) than the Applicable Margin applied for such Applicable Period, then (i) the Borrower shall as soon as practicable deliver to the Agent the corrected financial statements for such Applicable Period, (ii) the Applicable Margin shall be determined by reference to the Leverage Ratio as of the last day of the most recently ended fiscal quarter of the Borrower preceding any applicable Calculation Date, and (y) if at any time LTI fails to provide a Compliance Certificate for its most recently ended fiscal quarter preceding the applicable Calculation Date, the Applicable Margin from such Calculation Date shall be based on Pricing Level I (as shown below) until such date as an appropriate Compliance Certificate is provided, at which date (and without any retroactive adjustment to the Calculation Date) the Pricing Level for shall be determined by reference to the Leverage Ratio as of the last day of the most recently ended fiscal quarter of LTI preceding such higher Calculation Date. Except as previously described in the event of tardy delivery of a Compliance Certificate, the Applicable Margin were shall be effective from one Calculation Date until the next Calculation Date. Any adjustment in the Applicable Margin shall be applicable for such Applicable Period, to all Loans then existing or subsequently made and (iii) the Borrower shall within three (3) Business Days of demand thereof by the Agent pay to the Agent the accrued additional amount owing as a result of Unused Line Fees accruing on or after such increased Applicable Margin for such Applicable Period, which payment shall be promptly applied by the Agent in accordance with this Agreement.Calculation Date. I Greater than 2.50:1.00 0.50 % 1.75 % 0.375 % II Less than or equal to 2.50:1.00 but greater than 1.50:1.00 0.00 % 1.50 % 0.25 % III Less than or equal to 1.50:1.00 but greater than 1.00:1.00 0.00 % 1.25 % 0.225 % IV Less than or equal to 1.00:1.00 (0.50 )% 1.00 % 0.20 %
Appears in 1 contract
Sources: Credit Agreement (Lionbridge Technologies Inc /De/)
Applicable Margin. On The Applicable Margin provided for in Section 6.1(a) with respect to any Loan (the “Applicable Margin”) shall be based upon the table set forth below and shall be determined by reference to Average Excess Availability as of the last day of the most recently ended month preceding the applicable Calculation Date and adjusted monthly, commencing on March 1, 2008, on the date (each, a “Calculation Date”) that is the first day of the first month after the earlier of (i) the date on which the Credit Parties provide, or (ii) the date on which the Credit Parties are required to provide, the reports and other information required to be provided for each month pursuant to Section 9.4(b); provided, however, that (a) the initial Applicable Margin shall be based on Pricing Level II (as shown below) and shall remain at no lower than Pricing Level II until the first Calculation Date following September 1, 2008, and (b) if the Credit Parties fail to provide the reports and other information as required by Section 9.4(b) for the most recently ended month preceding the applicable Calculation Date, the Applicable Margin for LIBOR Rate Loans and Base Rate Loans from such Calculation Date shall be as set forth below based on Pricing Level I (as shown below) until such time as such reports and other information is provided as required by Section 9.4(b), at which time the ratio Applicable Margin shall be determined by reference to Average Excess Availability as of the Consolidated Total Indebtedness last day of REIT the most recently ended month preceding such Calculation Date. The Applicable Margin shall be effective from one Calculation Date until the next Calculation Date. Automatically upon the occurrence and its respective Subsidiaries to during the Gross Asset Value continuance of REIT any Event of Default under Section 13.1(a), (b), (j) or (k), and its respective Subsidiaries: at the election of the Required Lenders upon the occurrence and during the continuance of any other Event of Default, the Applicable Margin shall be based on Pricing Level 1 I. Any adjustment in the Applicable Margin shall be applicable to all Extensions of Credit then existing or subsequently made or issued. I Less than $40,000,000 2.25 % 0.50 % II Greater than or equal to 35% 2.50 % 1.25 % Pricing Level 2 Greater than 35% $40,000,000 but less than or equal to 40$70,000,000 2.00 % 2.75 0.25 % 1.50 % Pricing Level 3 III Greater than 40% but less than or equal to 45% 3.00 % $70,000,000 1.75 % Pricing Level 4 Greater than 450.00 % but less than or equal to 55% 3.25 % 2.00 % Pricing Level 5 Greater than 55% 3.50 % 2.25 % The initial Applicable Margin shall be at Pricing Level 4. The Applicable Margin shall not be adjusted based upon such ratioNotwithstanding the foregoing, if at all, until the first (1st) day of the first (1st) month following the delivery by Borrower to the Agent of the Compliance Certificate after the end of a calendar quarter. In the event that Borrower shall fail to deliver to the Agent a quarterly Compliance Certificate on or before the date required by §7.4(c), then without limiting any other rights of the Agent and the Lenders under this Agreement, the Applicable Margin for Loans shall be at Pricing Level 5 until such failure is cured within any applicable cure period, or waived in writing by the Required Lendershowever, in which event the Applicable Margin shall adjust, if necessary, on the first (1st) day of the first (1st) month following receipt of such Compliance Certificate. In the event that the Agent and the Borrower determine that any financial statements previously information regarding Average Excess Availability delivered were incorrect or inaccurate (regardless of whether pursuant to this Agreement or the Commitments are in effect when such inaccuracy is discovered)shown to be inaccurate, and such inaccuracy, if corrected, would have led to the application of a higher Applicable Margin Margins for any period (an a “Applicable Margin Rate Period”) than the Applicable Margin Margins actually applied for such Applicable Margin Rate Period, then (ia) the Borrower Parent shall as soon as practicable immediately deliver to the Administrative Agent a certificate calculating the corrected financial statements correct Average Excess Availability for such Applicable Margin Rate Period, (iib) the Applicable Margin Margins shall be determined as if the Pricing Level for such higher correct Applicable Margin Margins (as shown above) were applicable for such Applicable Margin Rate Period, and (iiic) the Borrower Borrowers shall within three (3) Business Days of demand thereof by the Agent pay immediately deliver to the Administrative Agent full payment in respect of the accrued additional amount owing interest on the Obligations as a result of such increased Applicable Margin Margins for such Applicable Margin Rate Period, which payment shall be promptly applied by the Administrative Agent in accordance with this Agreementto the affected Obligations.
Appears in 1 contract
Sources: Credit Agreement (La-Z-Boy Inc)
Applicable Margin. On any date date, the Applicable Margin for LIBOR Rate Loans and Base Rate Loans shall be a percentage per annum as set forth below based on the ratio of the Consolidated Total Indebtedness of REIT and its respective Subsidiaries to the Gross Borrower’s Consolidated Total Adjusted Asset Value of REIT and its respective SubsidiariesValue: Pricing Level 1 Less than or equal to 3545% 2.50 2.25 % 1.25 % Pricing Level 2 Greater Equal to or greater than 3545% but less than or equal to 4060% 2.75 2.50 % 1.50 % Pricing Level 3 Greater Equal to or greater than 40% but less than or equal to 4560% 3.00 % 1.75 % Pricing Level 4 Greater than 45% but less than or equal to 55% 3.25 % 2.00 % Pricing Level 5 Greater than 55% 3.50 % 2.25 % The initial Applicable Margin shall be at Pricing Level 42. The Applicable Margin for each Base Rate Loan shall be determined by reference to the ratio of Consolidated Total Indebtedness to Consolidated Total Adjusted Asset Value in effect from time to time, and the Applicable Margin for any Interest Period for all LIBOR Rate Loans comprising part of the same borrowing shall be determined by reference to the ratio of Consolidated Total Indebtedness to Consolidated Total Adjusted Asset Value in effect on the first (1st) day of such Interest Period. The Applicable Margin shall not be adjusted based upon such ratio, if at all, until the first (1st) day of the first (1st) month following the delivery by Borrower REIT to the Agent of the Compliance Certificate after the end of a calendar quarter. In the event that Borrower REIT shall fail to deliver to the Agent a quarterly Compliance Certificate on or before the date required by §7.4(c), then without limiting any other rights of the Agent and the Lenders under this Agreement, the Applicable Margin for Loans shall be at Pricing Level 5 3 until such failure is cured within any applicable cure period, or waived in writing by the Required Lenders, Lenders in which event the Applicable Margin shall adjust, if necessary, on the first (1st) day of the first (1st) month following receipt of such Compliance Certificate. In the event that the Agent and Agent, REIT or the Borrower determine that any financial statements previously delivered were incorrect or inaccurate (regardless of whether this Agreement or the Commitments are in effect when such inaccuracy is discovered), and such inaccuracy, if corrected, would have led to the application of a higher Applicable Margin for any period (an “Applicable Period”) than the Applicable Margin applied for such Applicable Period, then (ia) the Borrower shall as soon as practicable deliver to the Agent the corrected financial statements for such Applicable Period, (iib) the Applicable Margin shall be determined as if the Pricing Level for such higher Applicable Margin were applicable for such Applicable Period, and (iiic) the Borrower shall within three (3) Business Days of demand thereof by the Agent pay to the Agent the accrued additional amount owing as a result of such increased Applicable Margin for such Applicable Period, which payment shall be promptly applied by the Agent in accordance with this Agreement.
Appears in 1 contract
Applicable Margin. On any date date, the Applicable Margin for LIBOR Rate Loans and Base Rate Loans shall be as set forth below based on the ratio of the Consolidated Total Indebtedness of REIT and its respective Subsidiaries Borrower to the Gross Consolidated Total Asset Value of REIT and its respective SubsidiariesBorrower: Pricing Level 1 Less than or equal to 3550% 2.50 % 1.25 1.50 % Pricing Level 2 Greater than 35% but less than or equal to 40% 2.75 % 1.50 % Pricing Level 3 Greater than 40% but less than or equal to 45% 3.00 % 1.75 % Pricing Level 4 Greater than 4550% but less than or equal to 55% 3.25 2.75 % 1.75 % Pricing Level 3 Greater than 55% but less than or equal to 60% 3.00 % 2.00 % Pricing Level 5 4 Greater than 5560% 3.50 3.25 % 2.25 % The initial Applicable Margin shall be at Pricing Level 43. The Applicable Margin shall not be adjusted based upon such ratio, if at all, until the first (1st) day of the first (1st) month Business Day following the delivery by Borrower Parent to the Agent of the Compliance Certificate after at the end of a calendar quarter. In the event that Borrower Parent shall fail to deliver to the Agent a quarterly Compliance Certificate on or before the date required by §7.4(c), then without limiting any other rights of the Agent and the Lenders under this Agreement, the Applicable Margin for Loans shall be at Pricing Level 5 4 until such failure is cured within any applicable cure period, or waived in writing by the Required Lenders, in which event the Applicable Margin shall adjust, if necessary, on the first (1st) day of the first (1st) month Business Day following receipt of such Compliance Certificate. In the event that the Agent and the Borrower Parent determine that any financial statements previously delivered were incorrect or inaccurate (regardless of whether this Agreement or the Commitments are in effect when such inaccuracy is discovered), and such inaccuracy, if corrected, would have led to the application of a higher Applicable Margin for any period (an “Applicable Period”) than the Applicable Margin applied for such Applicable Period, then (i) the Borrower Parent shall as soon as practicable deliver to the Agent the corrected financial statements for such Applicable Period, (ii) the Applicable Margin shall be determined as if the Pricing Level for such higher Applicable Margin were applicable for such Applicable Period, and (iii) the Borrower shall within three five (35) Business Days of demand thereof by the Agent pay to the Agent the accrued additional amount owing as a result of such increased Applicable Margin for such Applicable Period, which payment shall be promptly applied by the Agent in accordance with this Agreement.
Appears in 1 contract
Applicable Margin. On any date For the purpose of this subsection 1.4, the “Applicable Margin” shall be determined as follows:
(i) subject to the provisions of subparagraph (iii) hereof, from and after the Closing Date, until the first Interest Adjustment Date, and thereafter from and after each Interest Adjustment Date until the next Interest Adjustment Date, the Applicable Margin for LIBOR Rate Loans and Base Rate Revolving Credit Loans (the “Applicable Base Rate Margin”) and for Revolving Credit Loans subject to a LIBOR Option (the “Applicable LIBOR Margin”) shall be as the respective amounts set forth below based on in the following table opposite the applicable ratio of outstanding Total Funded Debt to Adjusted EBITDA: (for the Consolidated Total Indebtedness most recently concluded period of REIT and its respective Subsidiaries to the Gross Asset Value of REIT and its respective Subsidiaries: Pricing Level 1 Less four consecutive fiscal quarters) Greater than or equal to 35% 2.50 % 1.25 % Pricing Level 2 Greater than 35% 1.00:1.00 but less than or equal to 402.00:1.00 0% 2.75 2.75% 1.50 Less than 1.00:1.00 0% Pricing Level 3 Greater than 402.50% but less than or equal to 45% 3.00 % 1.75 % Pricing Level 4 Greater than 45% but less than or equal to 55% 3.25 % 2.00 % Pricing Level 5 Greater than 55% 3.50 % 2.25 % The initial Applicable Margin shall be at Pricing Level 4. The Applicable Margin shall not be adjusted based upon such ratio, if at all, in effect from the Closing Date until the first Interest Adjustment Date shall be 0% (1stin the case of the Applicable Base Rate Margin) or 2.50% (in the case of the Applicable LIBOR Margin).
(ii) As used herein, the term “Interest Adjustment Date” shall mean (A) the first day of the first month after the date on which each of the quarterly compliance certificates (1sttogether with quarterly unaudited financial statements for such quarter) month following required to be delivered under subsection 5.1 (the delivery by Borrower “Required Financial Statements”) with respect to the Agent then most recently ended quarter were due, if the foregoing table indicates an upward adjustment of the Compliance Certificate after the end of a calendar quarter. In the event that Borrower shall fail to deliver to the Agent a quarterly Compliance Certificate on or before the date required by §7.4(c), then without limiting any other rights of the Agent and the Lenders under this Agreement, the Applicable Margin for Loans shall be at Pricing Level 5 until such failure is cured within any applicable cure periodMargin, or waived in writing by (B) the Required Lenders, in which event the Applicable Margin shall adjust, if necessary, on later of such date or the first (1st) day of the first (1st) month following receipt after the date that all of the Required Financial Statements for such Compliance Certificate. In quarter shall have been received by the event that the Agent and the Borrower determine that any financial statements previously delivered were incorrect or inaccurate (regardless of whether this Agreement or the Commitments are in effect when such inaccuracy is discovered), and such inaccuracyAgent, if corrected, would have led to the application foregoing table indicates a downward adjustment of a higher Applicable Margin for any period (an “Applicable Period”) than the Applicable Margin applied for such Applicable Period, then (i) the Borrower shall as soon as practicable deliver to the Agent the corrected financial statements for such Applicable Period, (ii) the Applicable Margin shall be determined as if the Pricing Level for such higher Applicable Margin were applicable for such Applicable Period, and (iii) the Borrower shall within three (3) Business Days of demand thereof by the Agent pay to the Agent the accrued additional amount owing as a result of such increased Applicable Margin for such Applicable Period, which payment shall be promptly applied by the Agent in accordance with this AgreementMargin.
Appears in 1 contract
Sources: Revolving Credit Loan Agreement (Harvard Bioscience Inc)
Applicable Margin. On any date the Applicable Margin for LIBOR Rate Loans and Base Rate Loans shall be as set forth below based on the ratio of the Consolidated Total Indebtedness of REIT and its respective Subsidiaries to the Gross Asset Value of REIT and its respective Subsidiaries: Pricing Level 1 Less than or equal to 3540% 2.50 2.00% 1.25 1.00% Pricing Level 2 Greater than 35% but less than or equal to 40% 2.75 but less than 45% 1.50 2.25% 1.25% Pricing Level 3 Greater than 40% but less than or equal to 45% 3.00 but less than 55% 1.75 2.45% 1.45% Pricing Level 4 Greater than 45% but less than or equal to 55% 3.25 2.65% 2.00 % Pricing Level 5 Greater than 55% 3.50 % 2.25 1.65% The initial Applicable Margin shall be at Pricing Level 41. The Applicable Margin shall not be adjusted based upon such ratio, if at all, until the first (1st) day of the first (1st) month following the delivery by Borrower to the Agent of the Compliance Certificate after the end of a calendar quarter. In the event that Borrower shall fail to deliver to the Agent a quarterly Compliance Certificate on or before the date required by §7.4(c), then without limiting any other rights of the Agent and the Lenders under this Agreement, the Applicable Margin for Loans shall be at Pricing Level 5 4 until such failure is cured within any applicable cure period, or waived in writing by the Required Lenders, in which event the Applicable Margin shall adjust, if necessary, on the first (1st) day of the first (1st) month following receipt of such Compliance Certificate. In the event that the Agent and Agent, REIT, or the Borrower determine that any financial statements previously delivered were incorrect or inaccurate (regardless of whether this Agreement or the Revolving Credit Commitments are in effect when such inaccuracy is discovered), and such inaccuracy, if corrected, would have led to the application of a higher Applicable Margin for any period (an “Applicable Period”) than the Applicable Margin applied for such Applicable Period, then (i) the Borrower shall as soon as practicable deliver to the Agent the corrected financial statements for such Applicable Period, (ii) the Applicable Margin shall be determined as if the Pricing Level for such higher Applicable Margin were applicable for such Applicable Period, and (iii) the Borrower shall within three (3) Business Days of demand thereof by the Agent pay to the Agent the accrued additional amount owing as a result of such increased Applicable Margin for such Applicable Period, which payment shall be promptly applied by the Agent in accordance with this Agreement."
Appears in 1 contract
Sources: Credit Agreement (Carter Validus Mission Critical REIT II, Inc.)
Applicable Margin. On any date date, the Applicable Margin for LIBOR SOFR Rate Revolving Credit Loans, Base Rate Revolving Credit Loans, SOFR Rate Term Loans and Base Rate Term Loans shall be a percentage per annum as set forth below based on the ratio of the Consolidated Total Indebtedness of REIT and its respective Subsidiaries to the Borrower’s Gross Asset Value of REIT and its respective SubsidiariesValue: Pricing Level Ratio Applicable Margin for SOFR Rate Revolving Credit Loans Applicable Margin for Revolving Credit Base Rate Loans Applicable Margin for SOFR Rate Term Loans Applicable Margin for Term Base Rate Loans Pricing Level 1 Less than or equal to 3555% 2.50 2.40% 1.25 1.40% 2.35% 1.35% Pricing Level 2 Greater Equal to or greater than 3555% but less than or equal to 4060% 2.75 2.65% 1.50 1.65% 2.60% 1.60% US_ACTIVE\121755035\V-6 Pricing Level Ratio Applicable Margin for SOFR Rate Revolving Credit Loans Applicable Margin for Revolving Credit Base Rate Loans Applicable Margin for SOFR Rate Term Loans Applicable Margin for Term Base Rate Loans Pricing Level 3 Greater Equal to or greater than 4060% but less than or equal to 452.90% 3.00 1.90% 1.75 2.85% Pricing Level 4 Greater than 45% but less than or equal to 55% 3.25 % 2.00 % Pricing Level 5 Greater than 55% 3.50 % 2.25 1.85% The initial Applicable Margin as of the First Amendment Date shall be at Pricing Level 41. The Applicable Margin for each Base Rate Loan shall be determined by reference to the ratio of Consolidated Total Indebtedness to Gross Asset Value in effect from time to time, and the Applicable Margin for any Interest Period for all SOFR Rate Loans comprising part of the same borrowing shall be determined by reference to the ratio of Consolidated Total Indebtedness to Gross Asset Value in effect on the first (1st) day of such Interest Period. The Applicable Margin shall not be adjusted based upon such ratio, if at all, until the first (1st) day of the first (1st) month following the delivery by Borrower REIT to the Agent of the Compliance Certificate after the end of a calendar quarter. In the event that Borrower REIT shall fail to deliver to the Agent a quarterly Compliance Certificate on or before the date required by §7.4(c), then without limiting any other rights of the Agent and the Lenders under this Agreement, the Applicable Margin for Loans shall be at Pricing Level 5 3 until such failure is cured within any applicable cure period, or waived in writing by the Required Lenders, Lenders in which event the Applicable Margin shall adjust, if necessary, on the first (1st) day of the first (1st) month following receipt of such Compliance Certificate. In the event that the Agent and Agent, REIT or the Borrower determine that any financial statements previously delivered were incorrect or inaccurate (regardless of whether this Agreement or the Commitments are in effect when such inaccuracy is discovered), and such inaccuracy, if corrected, would have led to the application of a higher Applicable Margin for any period (an “Applicable Period”) than the Applicable Margin applied for such Applicable Period, then (ia) the Borrower shall as soon as practicable deliver to the Agent the corrected financial statements for such Applicable Period, (iib) the Applicable Margin shall be determined as if the Pricing Level for such higher Applicable Margin were applicable for such Applicable Period, and (iiic) the Borrower shall within three (3) Business Days of demand thereof by the Agent pay to the Agent the accrued additional amount owing as a result of such increased Applicable Margin for such Applicable Period, which payment shall be promptly applied by the Agent in accordance with this Agreement.
Appears in 1 contract
Sources: Credit Agreement (GTJ Reit, Inc.)
Applicable Margin. On any date the Applicable Margin for LIBOR Rate Loans and Base Rate Loans shall be as set forth below based on the ratio of the Consolidated Total Indebtedness of REIT and its respective Subsidiaries to the Gross Asset Value of REIT and its respective Subsidiaries: Pricing Level 1 Less than or equal to 35% 2.50 1.75 % 1.25 0.75 % Pricing Level 2 Greater than or equal to 35% but less than 40% 2.00 % 1.00 % Pricing Level 3 Greater than or equal to 40% 2.75 but less than 45% 1.50 2.15 % 1.15 % Pricing Level 3 4 Greater than 40% but less than or equal to 45% 3.00 2.25 % 1.75 % Pricing Level 4 Greater than 45% but less than or equal to 55% 3.25 % 2.00 % Pricing Level 5 Greater than 55% 3.50 % 2.25 1.25 % The initial Applicable Margin shall be at Pricing Level 41. The Applicable Margin shall not be adjusted based upon such ratio, if at all, until the first (1st) day of the first (1st) month following the delivery by Borrower to the Agent of the Compliance Certificate after the end of a calendar quarter. In the event that Borrower shall fail to deliver to the Agent a quarterly Compliance Certificate on or before the date required by §7.4(c), then without limiting any other rights of the Agent and the Lenders under this Agreement, the Applicable Margin for Loans shall be at Pricing Level 5 4 until such failure is cured within any applicable cure period, or waived in writing by the Required Majority Lenders, in which event the Applicable Margin shall adjust, if necessary, on the first (1st) day of the first (1st) month following receipt of such Compliance Certificate. In the event that the Agent and the Borrower determine that any financial statements previously delivered were incorrect or inaccurate (regardless of whether this Agreement or the Commitments are in effect when such inaccuracy is discovered), and such inaccuracy, if corrected, would have led to the application of a higher Applicable Margin for any period (an “Applicable Period”) than the Applicable Margin applied for such Applicable Period, then (i) the Borrower shall as soon as practicable deliver to the Agent the corrected financial statements for such Applicable Period, (ii) the Applicable Margin shall be determined as if the Pricing Level for such higher Applicable Margin were applicable for such Applicable Period, and (iii) the Borrower shall within three (3) Business Days of demand thereof by the Agent pay to the Agent the accrued additional amount owing as a result of such increased Applicable Margin for such Applicable Period, which payment shall be promptly applied by the Agent in accordance with this Agreement.
Appears in 1 contract
Sources: Term Loan Agreement (Carter Validus Mission Critical REIT, Inc.)
Applicable Margin. On any From and after the date of this Agreement (and unless and until the REIT obtains an Investment Grade Rating from at least two (2) of the Rating Agencies and elects to have the Applicable Margin determined pursuant to subparagraph (b) below), the Applicable Margin for LIBOR Benchmark Revolving Credit Loans, Benchmark Term Loans, Revolving Credit Base Rate Loans and Term Base Rate Loans shall be as set forth below a percentage per annum based on the ratio of the Consolidated Total Indebtedness of REIT and its respective Subsidiaries to the Gross Consolidated Total Asset Value of REIT as set forth below with respect to Benchmark Revolving Credit Loans and its respective SubsidiariesRevolving Credit Base Rate Loans and as set forth in any Term Loan Commitment Amendment with respect to Benchmark Term Loans and Term Base Rate Loans: Pricing Level 1 Less than or equal to 3540% 2.50 1.30% 1.25 0.30% Pricing Level 2 Greater than 35% but less than or equal to 40% 2.75 but less than 45% 1.50 1.45% 0.45% Pricing Level 3 Greater than 40% but less than or equal to 45% 3.00 but less than 50% 1.75 1.60% 0.60% Pricing Level 4 Greater than 45or equal to 50% but less than 55% 1.75% 0.75% Pricing Level 5 Greater than or equal to 55% 3.25 1.90% 2.00 % Pricing Level 5 Greater than 55% 3.50 % 2.25 0.90% The initial Applicable Margin shall be at Pricing Level 43. The Applicable Margin shall not be adjusted based upon such ratio, if at all, until the first (1st) day of the first (1st) month following the delivery by the Borrower to the Agent of the Compliance Certificate after the end of a calendar quarter. In the event that the Borrower shall fail to deliver to the Agent a quarterly Compliance Certificate on or before the date required by §7.4(c), then then, without limiting any other rights of the Agent and the Lenders under this Agreement, the Applicable Margin for Loans shall be at Pricing Level 5 until such failure is cured within any applicable cure period, or waived in writing by the Required Majority Lenders, in which event the Applicable Margin shall adjust, if necessary, on the first (1st) day of the first (1st) month following receipt of such Compliance Certificate. In the event that the Agent and Agent, REIT or the Borrower determine in good faith determines that any financial statements previously delivered were incorrect or inaccurate (regardless of whether this Agreement or the Commitments are in effect when such inaccuracy is discovered), and such inaccuracy, if corrected, would have led to the application of a higher Applicable Margin for any period (an “Applicable Period”) than the Applicable Margin applied for such Applicable Period, then (ia) the Borrower shall as soon as practicable deliver to the Agent the corrected financial statements for such Applicable Period, (iib) the Applicable Margin shall be determined as if the Pricing Level for such higher Applicable Margin were applicable for such Applicable Period, and (iiic) the Borrower shall within three (3) Business Days of demand thereof by the Agent pay to the Agent the accrued additional amount owing as a result of such increased Applicable Margin for such Applicable Period, which payment shall be promptly applied by the Agent in accordance with this Agreement.
Appears in 1 contract
Applicable Margin. On any date the The Applicable Margin provided for in Section ----------------- 4.1
(a) with respect to the Loans (the "Applicable Margin") shall for each fiscal quarter be determined by reference to the Leverage Ratio as of the end of the fiscal quarter immediately preceding the delivery of the applicable Officer's Compliance Certificate (or, with respect to the Closing Date, the Financial Condition Certificate delivered pursuant to Section 5.2(d)(ii)) as follows: Applicable Margin Per Annum Leverage Ratio Base Rate + LIBOR Rate Loans and Base Rate Loans shall be as set forth below based on the ratio of the Consolidated Total Indebtedness of REIT and its respective Subsidiaries to the Gross Asset Value of REIT and its respective Subsidiaries: Pricing Level 1 Less + -------------- --------------------------- Greater than or equal to 352.00 to 1.00 0.00% 2.50 0.625% 1.25 % Pricing Level 2 Greater than 35% but less than or equal to 40% 2.75 % 1.50 % Pricing Level 3 Greater than 40% 1.00 to 1.00 but less than or equal 2.00 to 451.00 0.00% 3.00 0.500% 1.75 Less than 1.00 to 1.00 0.00% Pricing Level 4 Greater than 450.375% but less than or equal to 55% 3.25 % 2.00 % Pricing Level 5 Greater than 55% 3.50 % 2.25 % The initial Applicable Margin shall be at Pricing Level 4. The Applicable Margin shall not be adjusted based upon such ratioAdjustments, if at all, until the first (1st) day of the first (1st) month following the delivery by Borrower to the Agent of the Compliance Certificate after the end of a calendar quarter. In the event that Borrower shall fail to deliver to the Agent a quarterly Compliance Certificate on or before the date required by §7.4(c), then without limiting any other rights of the Agent and the Lenders under this Agreement, the Applicable Margin for Loans shall be at Pricing Level 5 until such failure is cured within any applicable cure period, or waived in writing by the Required Lendersany, in which event the Applicable Margin shall adjust, if necessary, on the first (1st) day of the first (1st) month following receipt of such Compliance Certificate. In the event that the Agent and the Borrower determine that any financial statements previously delivered were incorrect or inaccurate (regardless of whether this Agreement or the Commitments are in effect when such inaccuracy is discovered), and such inaccuracy, if corrected, would have led to the application of a higher Applicable Margin for any period (an “Applicable Period”) than the Applicable Margin applied for such Applicable Period, then (i) the Borrower shall as soon as practicable deliver to the Agent the corrected financial statements for such Applicable Period, (ii) the Applicable Margin shall be determined as if the Pricing Level for such higher Applicable Margin were applicable for such Applicable Period, and (iii) the Borrower shall within three (3) Business Days of demand thereof made by the Agent pay to on the Agent the accrued additional amount owing as a result of such increased Applicable Margin for such Applicable Period, which payment shall be promptly applied tenth (10th) Business Day after receipt by the Agent of quarterly financial statements for the Borrower and its Subsidiaries and the accompanying Officer's Compliance Certificate setting forth the Leverage Ratio of the Borrower and its Subsidiaries as of the most recent fiscal quarter end. Subject to Section 4.1(d), in accordance with this Agreementthe event the Borrower fails to deliver such financial statements and certificate within the time required by Section 7.2 hereof, the Applicable Margin shall be the highest Applicable Margin set forth above until the delivery of such financial statements and certificate. Notwithstanding the foregoing, for the period from and including the Closing Date through and including the tenth (10th) Business Day following the delivery of the financial statements and Officer's Compliance Certificate for the fiscal quarter ending March 31, 1997, the Applicable Margin shall be 0.00% for Base Rate Loans and 0.500% for LIBOR Loans; provided, that in the event the Borrower fails to make the payments -------- required pursuant to the promissory notes in favor of the phantom stock holders described in Schedule 6.1(t) on or prior to March 1, 1997, the Applicable Margin --------------- shall be calculated pursuant to the Leverage Ratio as set forth above.
Appears in 1 contract
Sources: Credit Agreement (American Business Information Inc /De)
Applicable Margin. On The Applicable Margin provided for in Section 6.1(a) with respect to any Loan (the “Applicable Margin”) shall be based upon the table set forth below and shall be determined by reference to Average Excess Availability as of the last day of the most recently ended month preceding the applicable Calculation Date and adjusted monthly on each date (each, a “Calculation Date”) that is the earlier of (i) the date on which the Credit Parties provide, or (ii) the date on which the Credit Parties are required to provide, the reports and other information required to be provided for each month pursuant to Section 9.4(b); provided, however, that if the Credit Parties fail to provide the reports and other information as required by Section 9.4(b) for the most recently ended month preceding the applicable Calculation Date, the Applicable Margin for LIBOR Rate Loans and Base Rate Loans from such Calculation Date shall be as set forth below based on the ratio of the Consolidated Total Indebtedness of REIT and its respective Subsidiaries to the Gross Asset Value of REIT and its respective Subsidiaries: Pricing Level 1 Less than or equal to 35% 2.50 % 1.25 % Pricing Level 2 Greater than 35% but less than or equal to 40% 2.75 % 1.50 % Pricing Level 3 Greater than 40% but less than or equal to 45% 3.00 % 1.75 % Pricing Level 4 Greater than 45% but less than or equal to 55% 3.25 % 2.00 % Pricing Level 5 Greater than 55% 3.50 % 2.25 % The initial I (as shown below) until such time as such reports and other information is provided as required by Section 9.4(b), at which time the Applicable Margin shall be at Pricing Level 4determined by reference to Average Excess Availability as of the last day of the most recently ended month preceding such Calculation Date. The Applicable Margin shall not be adjusted based upon such ratio, if at all, effective from one Calculation Date until the first next Calculation Date. Automatically upon the occurrence and during the continuance of any Event of Default under Section 13.1(a), (1stb), (j) day or (k), and at the election of the first (1st) month following Required Lenders upon the delivery by Borrower to occurrence and during the Agent continuance of the Compliance Certificate after the end of a calendar quarter. In the event that Borrower shall fail to deliver to the Agent a quarterly Compliance Certificate on or before the date required by §7.4(c), then without limiting any other rights Event of the Agent and the Lenders under this AgreementDefault, the Applicable Margin for Loans shall be at based on Pricing Level 5 until such failure is cured within any applicable cure period, or waived I. Any adjustment in writing by the Required Lenders, in which event the Applicable Margin shall adjustbe applicable to all Extensions of Credit then existing or subsequently made or issued. I Less than $25,000,000 1.50 % 0.25 % II Greater than or equal to $25,000,000 but less than $50,000,000 1.25 % 0.00 % III Greater than or equal to $50,000,000 1.00 % -0.25 % Notwithstanding the foregoing, if necessaryhowever, on the first (1st) day of the first (1st) month following receipt of such Compliance Certificate. In in the event that the Agent and the Borrower determine that any financial statements previously information regarding Average Excess Availability delivered were incorrect or inaccurate (regardless of whether pursuant to this Agreement or the Commitments are in effect when such inaccuracy is discovered)shown to be inaccurate, and such inaccuracy, if corrected, would have led to the application of a higher Applicable Margin Margins for any period (an a “Applicable Margin Rate Period”) than the Applicable Margin Margins actually applied for such Applicable Margin Rate Period, then (ia) the Borrower Parent shall as soon as practicable immediately deliver to the Administrative Agent a certificate calculating the corrected financial statements correct Average Excess Availability for such Applicable Margin Rate Period, (iib) the Applicable Margin Margins shall be determined as if the Pricing Level for such higher correct Applicable Margin Margins (as shown above) were applicable for such Applicable Margin Rate Period, and (iiic) the Borrower Borrowers shall within three (3) Business Days of demand thereof by the Agent pay immediately deliver to the Administrative Agent full payment in respect of the accrued additional amount owing interest on the Obligations as a result of such increased Applicable Margin Margins for such Applicable Margin Rate Period, which payment shall be promptly applied by the Administrative Agent in accordance with this Agreementto the affected Obligations.
Appears in 1 contract
Sources: Credit Agreement (La-Z-Boy Inc)
Applicable Margin. On any date date, the Applicable Margin for LIBOR Rate Loans and Base Rate Loans shall be as set forth below based on the ratio of the Consolidated Total Indebtedness of REIT and its respective Subsidiaries to the Gross Consolidated Total Asset Value of REIT and its respective SubsidiariesValue: Pricing Level 1 Less than or equal to 3540% 2.50 1.60 % 1.25 0.35 % Pricing Level 2 Greater than 35% but less than or equal to 40% 2.75 but less than 45% 1.50 1.75 % 0.50 % Pricing Level 3 Greater than 40% but less than or equal to 45% 3.00 but less than 50% 1.75 1.90 % 0.65 % Pricing Level 4 Greater than 45or equal to 50% but less than 55% 2.05 % 0.80 % Pricing Level 5 Greater than or equal to 55% 3.25 2.20 % 2.00 % Pricing Level 5 Greater than 55% 3.50 % 2.25 0.95 % The initial Applicable Margin shall be at Pricing Level 41. The Applicable Margin shall not be adjusted based upon such ratio, if at all, until the first (1st) day of the first (1st) month following the delivery by the Borrower to the Agent of the Compliance Certificate after the end of a calendar quarter. In the event that the Borrower shall fail to deliver to the Agent a quarterly Compliance Certificate on or before the date required by §7.4(c), then then, without limiting any other rights of the Agent and the Lenders under this Agreement, the Applicable Margin for Loans shall be at Pricing Level 5 until such failure is cured within any applicable cure period, or waived in writing by the Required Majority Lenders, in which event the Applicable Margin shall adjust, if necessary, on the first (1st) day of the first (1st) month following receipt of such Compliance Certificate. In the event that the Agent and Agent, REIT or the Borrower determine that any financial statements previously delivered were incorrect or inaccurate (regardless of whether this Agreement or the Commitments are in effect when such inaccuracy is discovered), and such inaccuracy, if corrected, would have led to the application of a higher Applicable Margin for any period (an “Applicable Period”) than the Applicable Margin applied for such Applicable Period, then (ia) the Borrower shall as soon as practicable deliver to the Agent the corrected financial statements for such Applicable Period, (iib) the Applicable Margin shall be determined as if the Pricing Level for such higher Applicable Margin were applicable for such Applicable Period, and (iiic) the Borrower shall within three (3) Business Days of demand thereof by the Agent pay to the Agent the accrued additional amount owing as a result of such increased Applicable Margin for such Applicable Period, which payment shall be promptly applied by the Agent in accordance with this Agreement.
Appears in 1 contract
Sources: Senior Unsecured Credit Agreement (American Realty Capital Healthcare Trust Inc)
Applicable Margin. On any date the (i) The Applicable Margin provided for LIBOR Rate Loans and Base Rate Loans in Section 5.1 (a) with respect to any Revolving Credit Loan or Swingline Loan shall be based upon the Leverage Ratio as set forth below based on the ratio of the Consolidated Total Indebtedness end of REIT the fiscal quarter immediately preceding the delivery of the financial statements and its respective Subsidiaries to the Gross Asset Value of REIT and its respective Subsidiariesaccompanying Officer's Compliance Certificate for such fiscal quarter, as follows: Pricing Level 1 Less APPLICABLE LIBOR PRICING LEVEL LEVERAGE RATIO MARGIN APPLICABLE BASE RATE MARGIN ------------- ------------------------ ---------- --------------------------- I Greater than or equal to 352.50% 2.50 1.25% 1.25 % Pricing Level 2 1.75 to 1.00 II Greater than 35or equal 2.25% 1.00% to 1.00 to 1.00 but less than or equal 1.75 to 401.00 III Less than 1.00 to 2.00% 2.75 0.75% 1.50 % Pricing Level 3 Greater than 40% but less than or equal to 45% 3.00 % 1.75 % Pricing Level 4 Greater than 45% but less than or equal to 55% 3.25 % 2.00 % Pricing Level 5 Greater than 55% 3.50 % 2.25 % The initial Applicable Margin shall be at Pricing Level 4. 1.00
(ii) The Applicable Margin with respect to the Term Loans shall not be adjusted based upon such ratio1.00% with respect to Base Rate Loans and 2.25% with respect to LIBOR Rate Loans.
(iii) Adjustments, if at allany, until in the first Applicable Margin with respect to Revolving Credit Loans and Swingline Loans shall be made on the date (1steach a "Calculation Date") day ten (10) Business Days after the date by which the Borrower is required to provide quarterly financial statements of the first (1st) month following Borrower and its Subsidiaries and an accompanying Officer's Compliance Certificate setting forth the delivery by Borrower to the Agent Leverage Ratio of the Borrower and its Subsidiaries for the most recently ended fiscal quarter of the Borrower and its Subsidiaries; provided further that if the Borrower fails to provide the Officer's Compliance Certificate after the end of a calendar quarter. In the event that Borrower shall fail to deliver to the Agent a quarterly Compliance Certificate on or before the date as required by §7.4(c), then without limiting any other rights Section 8.2 for the most recently ended fiscal quarter of the Agent Borrower and its Subsidiaries preceding the Lenders under this Agreementapplicable Calculation Date, the Applicable Margin for with respect to Revolving Credit Loans and Swingline Loans shall be at based on Pricing Level 5 I (as shown above) from such Calculation Date until such failure time as an appropriate Officer's Compliance Certificate is cured within any applicable cure periodprovided, or waived in writing by the Required Lenders, in at which event time the Applicable Margin with respect to Revolving Credit Loans and Swingline Loans shall adjust, if necessary, on be determined by reference to the first (1st) Leverage Ratio as of the last day of the first (1st) month following receipt most recently ended fiscal quarter of such Compliance Certificate. In the event that the Agent and the Borrower determine that any financial statements previously delivered were incorrect or inaccurate (regardless of whether this Agreement or and its Subsidiaries preceding such Calculation Date. Except as provided in the Commitments are in effect when such inaccuracy is discovered)preceding sentence, and such inaccuracy, if corrected, would have led to the application of a higher Applicable Margin for any period (an “Applicable Period”) than the Applicable Margin applied for such Applicable Period, then (i) the Borrower shall as soon as practicable deliver with respect to the Agent the corrected financial statements for such Applicable Period, (ii) the Applicable Margin Revolving Credit Loans and Swingline Loans shall be determined as if effective from one Calculation Date until the Pricing Level for such higher Applicable Margin were applicable for such Applicable Period, and (iii) the Borrower shall within three (3) Business Days of demand thereof by the Agent pay to the Agent the accrued additional amount owing as a result of such increased Applicable Margin for such Applicable Period, which payment shall be promptly applied by the Agent in accordance with this Agreementnext Calculation Date.
Appears in 1 contract
Applicable Margin. On any date the The Applicable Margin for LIBOR Rate Loans and Base Rate Loans shall be as set forth below based on the ratio of Consolidated Leverage Ratio as set forth in the Consolidated Total Indebtedness of REIT and its respective Subsidiaries most recent Compliance Certificate pursuant to the Gross Asset Value of REIT and its respective Subsidiaries: §7.4(c): Pricing Level 1 Less than or equal to 35% 2.50 % 1.25 % Pricing Level 2 Greater than 35% but less than or equal to 40% 2.75 % 1.50 % Pricing Level 3 Greater than 40% but less than or equal to 4565% 3.00 % 1.75 % Pricing Level 4 Greater than 45% but less than or equal to 55% 3.25 % 2.00 % Pricing Level 5 Greater 2 Equal to or greater than 5565% 3.50 % 2.25 2.50 % The initial Applicable Margin shall be at Pricing Level 4. The Applicable Margin shall not be adjusted based upon such ratioConsolidated Leverage Ratio, if at all, until the first (1st) day of the first (1st) month following the delivery by Borrower to the Agent of the any updated Compliance Certificate after the end of a calendar quarter. as required pursuant to §7.4(c) In the event that the Borrower shall fail to deliver to the Agent a quarterly Compliance Certificate on or before the date required by §7.4(c), then without limiting any other rights of the Agent and the Lenders under this Agreement, the Applicable Margin for Loans shall be at Pricing Level 5 2 commencing on the first (1st) Business Day following the date on which such Compliance Certificate was required to have been delivered and shall remain in effect until such failure is cured within any applicable cure period, or waived in writing by the Required Lenderscured, in which event the Applicable Margin shall adjust, if necessary, on the first (1st) day of the first (1st) month following receipt of such Compliance Certificate. In the event that the Agent and the Borrower determine that any financial statements previously delivered were incorrect or inaccurate (regardless of whether this Agreement or the Commitments are The Applicable Margin in effect when such inaccuracy is discovered), and such inaccuracy, if corrected, would have led to from the application date hereof through the date of a higher Applicable Margin for any period (an “Applicable Period”) than the next change in the Applicable Margin applied for such Applicable Period, then (i) the Borrower shall as soon as practicable deliver pursuant to the Agent the corrected financial statements for such Applicable Period, (ii) the Applicable Margin provisions hereof shall be determined as if based upon Pricing L▇▇▇▇ ▇, unless Borrower delivers to Agent on the Closing Date a Compliance Certificate reflecting a Consolidated Leverage Ratio for which Pricing Level for such higher Applicable Margin were applicable for such Applicable Period1 would apply, and (iii) the Borrower shall within three (3) Business Days as set forth above. The provisions of demand thereof by the Agent pay to the Agent the accrued additional amount owing as a result of such increased Applicable Margin for such Applicable Period, which payment this definition shall be promptly applied by the Agent in accordance with this Agreementsubject to §2.6(e).
Appears in 1 contract
Applicable Margin. On any date date, the Applicable Margin for LIBOR Rate Revolving Credit Loans, Base Rate Revolving Credit Loans, LIBOR Rate Term Loans and Base Rate Term Loans shall be a percentage per annum as set forth below based on the ratio of the Consolidated Total Indebtedness of REIT and its respective Subsidiaries to the Borrower’s Gross Asset Value of REIT and its respective SubsidiariesValue: Pricing Level Ratio Applicable Margin for Revolving Credit LIBOR Rate Loans Applicable Margin for Revolving Credit Base Rate Loans Applicable Margin for Term LIBOR Rate Loans Applicable Margin for Term Base Rate Loans Pricing Level 1 Less than or equal to 3555% 2.50 2.40% 1.25 1.40% 2.35% 1.35% Pricing Level 2 Greater Equal to or greater than 3555% but less than or equal to 4060% 2.75 2.65% 1.50 1.65% 2.60% 1.60% Pricing Level 3 Greater Equal to or greater than 4060% but less than or equal to 452.90% 3.00 1.90% 1.75 2.85% Pricing Level 4 Greater than 45% but less than or equal to 55% 3.25 % 2.00 % Pricing Level 5 Greater than 55% 3.50 % 2.25 1.85% The initial Applicable Margin as of the Closing Date shall be at Pricing Level 41. The Applicable Margin for each Base Rate Loan shall be determined by reference to the ratio of Consolidated Total Indebtedness to Gross Asset Value in effect from time to time, and the Applicable Margin for any Interest Period for all LIBOR Rate Loans comprising part of the same borrowing shall be determined by reference to the ratio of Consolidated Total Indebtedness to Gross Asset Value in effect on the first (1st) day of such Interest Period. The Applicable Margin shall not be adjusted based upon such ratio, if at all, until the first (1st) day of the first (1st) month following the delivery by Borrower REIT to the Agent of the Compliance Certificate after the end of a calendar quarter. In the event that Borrower REIT shall fail to deliver to the Agent a quarterly Compliance Certificate on or before the date required by §7.4(c), then without limiting any other rights of the Agent and the Lenders under this Agreement, the Applicable Margin for Loans shall be at Pricing Level 5 3 until such failure is cured within any applicable cure period, or waived in writing by the Required Lenders, Lenders in which event the Applicable Margin shall adjust, if necessary, on the first (1st) day of the first (1st) month following receipt of such Compliance Certificate. In the event that the Agent and Agent, REIT or the Borrower determine that any financial statements previously delivered were incorrect or inaccurate (regardless of whether this Agreement or the Commitments are in effect when such inaccuracy is discovered), and such inaccuracy, if corrected, would have led to the application of a higher Applicable Margin for any period (an “Applicable Period”) than the Applicable Margin applied for such Applicable Period, then (ia) the Borrower shall as soon as practicable deliver to the Agent the corrected financial statements for such Applicable Period, (iib) the Applicable Margin shall be determined as if the Pricing Level for such higher Applicable Margin were applicable for such Applicable Period, and (iiic) the Borrower shall within three (3) Business Days of demand thereof by the Agent pay to the Agent the accrued additional amount owing as a result of such increased Applicable Margin for such Applicable Period, which payment shall be promptly applied by the Agent in accordance with this Agreement.
Appears in 1 contract
Sources: Credit Agreement (GTJ Reit, Inc.)
Applicable Margin. On any date the The Applicable Margin provided for in Section 4.1(a) with respect to the Loans (the "Applicable Margin") shall be determined by reference to the Leverage Ratio in accordance with the following chart: Applicable Margin Per Annum Level Leverage Ratio LIBOR + Base Rate + ----- -------------- --------------------------- I Greater than 2.25 to 1.00 2.50% 1.00% II Equal to or less than 2.25% .75% 2.25 to 1.00 but greater than 1.50 to 1.00 III Equal to or less than 2.00% .50% 1.50 to 1.00 The Applicable Margin on the Closing Date shall be 2.25% with respect to LIBOR Rate Loans and .75% with respect to Base Rate Loans shall be as set forth below based on Loans. Adjustments, if any, in the ratio of the Consolidated Total Indebtedness of REIT and its respective Subsidiaries to the Gross Asset Value of REIT and its respective Subsidiaries: Pricing Level 1 Less than or equal to 35% 2.50 % 1.25 % Pricing Level 2 Greater than 35% but less than or equal to 40% 2.75 % 1.50 % Pricing Level 3 Greater than 40% but less than or equal to 45% 3.00 % 1.75 % Pricing Level 4 Greater than 45% but less than or equal to 55% 3.25 % 2.00 % Pricing Level 5 Greater than 55% 3.50 % 2.25 % The initial Applicable Margin shall be at Pricing Level 4made by the Administrative Agent on the tenth (10th) Business Day (the "Adjustment Date") after receipt by the Administrative Agent of financial statements for the Borrower and its Subsidiaries delivered under Section 7.1(a) or (b), as applicable, and the accompanying Officer's Compliance Certificate setting forth the Leverage Ratio as of the most recent fiscal quarter end. The Administrative Agent agrees to give the Borrower and the Lenders notice of any adjustment in the Applicable Margin within two (2) Business Days of such adjustment; provided, that the Administrative Agent's failure to give such notice shall not result in any liability to the Administrative Agent or in any way affect the validity of any such adjustment. In the event the Borrower fails to deliver such financial statements and certificate within the time required by Sections 7.1(a) and 7.2 hereof, the Applicable Margin shall be the highest Applicable Margin set forth above until the delivery of such financial statements and certificate unless at such time the outstanding principal balance of any Loans are bearing interest at the "default rate" set forth in Section 4.1(d) below, in which case the Applicable Margin shall not be adjusted based upon such ratio, if at all, until the first (1st) day of the first (1st) month following the delivery by Borrower increased pursuant to the Agent of the Compliance Certificate after the end of a calendar quarter. In the event that Borrower shall fail to deliver to the Agent a quarterly Compliance Certificate on or before the date required by §7.4(c), then without limiting any other rights of the Agent and the Lenders under this Agreement, the Applicable Margin for Loans shall be at Pricing Level 5 until such failure is cured within any applicable cure period, or waived in writing by the Required Lenders, in which event the Applicable Margin shall adjust, if necessary, on the first (1st) day of the first (1st) month following receipt of such Compliance Certificate. In the event that the Agent and the Borrower determine that any financial statements previously delivered were incorrect or inaccurate (regardless of whether this Agreement or the Commitments are in effect when such inaccuracy is discovered), and such inaccuracy, if corrected, would have led to the application of a higher Applicable Margin for any period (an “Applicable Period”) than the Applicable Margin applied for such Applicable Period, then (i) the Borrower shall as soon as practicable deliver to the Agent the corrected financial statements for such Applicable Period, (ii) the Applicable Margin shall be determined as if the Pricing Level for such higher Applicable Margin were applicable for such Applicable Period, and (iii) the Borrower shall within three (3) Business Days of demand thereof by the Agent pay to the Agent the accrued additional amount owing as a result of such increased Applicable Margin for such Applicable Period, which payment shall be promptly applied by the Agent in accordance with this Agreementsentence.
Appears in 1 contract
Sources: Credit Agreement (Insignia Financial Group Inc /De/)
Applicable Margin. On any date the The Applicable Margin for LIBOR Rate Loans and Base Rate Loans Margins shall be subject to ----------------- reduction or increase, as applicable, and as set forth below based upon the percentage that the Borrower's Total Debt bears to the Borrower's Total Capitalization. The adjustment provided for in this Section 2.3(h) shall be -------------- effective (i) quarterly, based upon such percentage as of the last day of the immediately preceding fiscal quarter of the Borrower as set forth in the financial statements of the Borrower delivered pursuant to Sections 6.1 and 6.2 ------------ --- hereof, as the case may be, (A) with respect to any increase in the Applicable Margin, commencing as of the second (2nd) Business Day after the day on which financial statements are required to be delivered to the Administrative Agent pursuant to Section 6.1 or 6.2 hereof, as the case may be, and (B) with respect ----------- --- to a decrease in the Applicable Margin, commencing as of the later of (1) the second (2nd) Business Day after which such financial statements are required to be delivered to the Administrative Agent pursuant to Sections 6.1 or 6.2 hereof, ------------ --- as the case may be, and (2) the date on which such financial statements are actually delivered to the Administrative Agent, and (ii) on the ratio date of each Revolving Credit Advance hereunder based upon (A) the Borrower's Total Debt after giving effect to such Advance and (B) the Borrower's Total Capitalization after giving effect to such Advance and the use of the Consolidated proceeds thereof as of the last day of the calendar month immediately preceding such Advance. The Applicable Margins shall be as follows: Total Indebtedness Debt as a percentage of REIT and its respective Subsidiaries to the Gross Asset Value of REIT and its respective Subsidiaries: Pricing Level 1 LIBOR Advance CD Rate Advance Total Capitalization Applicable Margin Applicable Margin -------------------- ----------------- ----------------- Less than or equal to 3520% 2.50 .170% 1.25 .270% Pricing Level 2 Greater than 35% 20%, but less than or equal to 40.215% 2.75 .315% 1.50 30% Pricing Level 3 Greater than 40% 30%, but less than or equal to 45.250% 3.00 .350% 1.75 40% Pricing Level 4 Greater than 4540% but less than or equal to 55.350% 3.25 % 2.00 % Pricing Level 5 Greater than 55% 3.50 % 2.25 % The initial Applicable Margin shall be at Pricing Level 4. The Applicable Margin shall not be adjusted based upon such ratio, if at all, until the first (1st) day of the first (1st) month following the delivery by Borrower to the Agent of the Compliance Certificate after the end of a calendar quarter. In the event that Borrower shall fail to deliver to the Agent a quarterly Compliance Certificate on or before the date required by §7.4(c), then without limiting any other rights of the Agent and the Lenders under this Agreement, the Applicable Margin for Loans shall be at Pricing Level 5 until such failure is cured within any applicable cure period, or waived in writing by the Required Lenders, in which event the Applicable Margin shall adjust, if necessary, on the first (1st) day of the first (1st) month following receipt of such Compliance Certificate. In the event that the Agent and the Borrower determine that any financial statements previously delivered were incorrect or inaccurate (regardless of whether this Agreement or the Commitments are in effect when such inaccuracy is discovered), and such inaccuracy, if corrected, would have led to the application of a higher Applicable Margin for any period (an “Applicable Period”) than the Applicable Margin applied for such Applicable Period, then (i) the Borrower shall as soon as practicable deliver to the Agent the corrected financial statements for such Applicable Period, (ii) the Applicable Margin shall be determined as if the Pricing Level for such higher Applicable Margin were applicable for such Applicable Period, and (iii) the Borrower shall within three (3) Business Days of demand thereof by the Agent pay to the Agent the accrued additional amount owing as a result of such increased Applicable Margin for such Applicable Period, which payment shall be promptly applied by the Agent in accordance with this Agreement..450%
Appears in 1 contract
Sources: Credit Agreement (Unitrin Inc)
Applicable Margin. On any From and after the date of this Agreement (and unless and until the REIT obtains an Investment Grade Rating from at least two (2) of the Rating Agencies and elects to have the Applicable Margin determined pursuant to subparagraph (b) below), the Applicable Margin for LIBOR Rate Loans and Base Rate Loans shall be a percentage per annum as set forth below based on the ratio of the Consolidated Total Indebtedness of REIT and its respective Subsidiaries to the Gross Consolidated Total Asset Value of REIT and its respective SubsidiariesValue: Pricing Level 1 Less than or equal to 3540% 2.50 1.60% 1.25 0.60% Pricing Level 2 Greater than 35% but less than or equal to 40% 2.75 but less than 45% 1.50 1.75% 0.75% Pricing Level 3 Greater than 40% but less than or equal to 45% 3.00 but less than 50% 1.75 1.90% 0.90% Pricing Level 4 Greater than 45or equal to 50% but less than 55% 2.05% 1.05% Pricing Level 5 Greater than or equal to 55% 3.25 2.20% 2.00 % Pricing Level 5 Greater than 55% 3.50 % 2.25 1.20% The initial Applicable Margin shall be at Pricing Level 4. The Applicable Margin shall not be adjusted based upon such ratio, if at all, until the first (1st) day of the first (1st) month following the delivery by the Borrower to the Agent of the Compliance Certificate after the end of a calendar quarter. In the event that the Borrower shall fail to deliver to the Agent a quarterly Compliance Certificate on or before the date required by §7.4(c), then then, without limiting any other rights of the Agent and the Lenders under this Agreement, the Applicable Margin for Loans shall be at Pricing Level 5 until such failure is cured within any applicable cure period, or waived in writing by the Required Majority Lenders, in which event the Applicable Margin shall adjust, if necessary, on the first (1st) day of the first (1st) month following receipt of such Compliance Certificate. In the event that the Agent and Agent, REIT or the Borrower in good faith determine that any financial statements previously delivered were incorrect or inaccurate (regardless of whether this Agreement or the Commitments are in effect when such inaccuracy is discovered), and such inaccuracy, if corrected, would have led to the application of a higher Applicable Margin for any period (an “Applicable Period”) than the Applicable Margin applied for such Applicable Period, then (ia) the Borrower shall as soon as practicable deliver to the Agent the corrected financial statements for such Applicable Period, (iib) the Applicable Margin shall be determined as if the Pricing Level for such higher Applicable Margin were applicable for such Applicable Period, and (iiic) the Borrower shall within three (3) Business Days of demand thereof by the Agent pay to the Agent the accrued additional amount owing as a result of such increased Applicable Margin for such Applicable Period, which payment shall be promptly applied by the Agent in accordance with this Agreement.
Appears in 1 contract
Applicable Margin. On any date the Applicable Margin for LIBOR Rate Loans (a) The Borrowers may, at their option and Base Rate Loans shall be as set forth below based on the ratio of the Consolidated Total Indebtedness of REIT and its respective Subsidiaries to the Gross Asset Value of REIT and its respective Subsidiaries: Pricing Level 1 Less than or equal to 35% 2.50 % 1.25 % Pricing Level 2 Greater than 35% but less than or equal to 40% 2.75 % 1.50 % Pricing Level 3 Greater than 40% but less than or equal to 45% 3.00 % 1.75 % Pricing Level 4 Greater than 45% but less than or equal to 55% 3.25 % 2.00 % Pricing Level 5 Greater than 55% 3.50 % 2.25 % The initial Applicable Margin shall be at Pricing Level 4. The Applicable Margin shall not be adjusted based upon such ratio, if at all, until the first subject to:
(1sti) day of the first (1st) month following the delivery by Borrower serving a written notice to the Agent not less than 2 Business Days prior to the commencement of an Interest Period (or at any other time during an Interest Period as the Agent may agree in its absolute discretion) (the "Commencement Date"); and
(ii) no Event of Default having occurred; and
(iii) no Event of Default resulting from the relevant application, credit or procure that the Cash Collateral Account be credited with the Cash Collateral and apply the Cash Collateral or procure the application of the Compliance Certificate after Cash Collateral on the Commencement Date in reducing the Margin to 1.00 per cent. (1%) per annum and such reduced Margin shall apply to an amount of the Loan equal to the Cash Collateral for a duration to be agreed between the Borrowers and the Agent but having the same duration of an Interest Period of the Loan (the "Fixing Period") which should be the same for both the Loan and the Cash Collateral on or prior to the relevant Commencement Date. The Cash Collateral (or any part thereof) may only be withdrawn or transferred at the end of any Fixing Period;
(b) If the Borrowers, or (as the case may be), any other entity in whose name the Cash Collateral Account is opened withdraw or transfer the Cash Collateral (or any part thereof) prior to the end of a calendar quarter. In the event that Borrower shall fail to deliver to the Agent a quarterly Compliance Certificate on or before the date required by §7.4(c), then without limiting any other rights of the Agent and the Lenders under this Agreement, the Applicable Margin for Loans shall be at Pricing Level 5 until such failure is cured within any applicable cure period, or waived in writing by the Required Lenders, in which event the Applicable Margin shall adjust, if necessary, on the first (1st) day of the first (1st) month following receipt of such Compliance Certificate. In the event that the Agent and the Borrower determine that any financial statements previously delivered were incorrect or inaccurate (regardless of whether this Agreement or the Commitments are in effect when such inaccuracy is discovered), and such inaccuracy, if corrected, would have led to the application of a higher Applicable Margin for any period (an “Applicable Period”) than the Applicable Margin applied for such Applicable Period, then (i) the Borrower shall as soon as practicable deliver to the Agent the corrected financial statements for such Applicable Period, (ii) the Applicable Margin shall be determined as if the Pricing Level for such higher Applicable Margin were applicable for such Applicable Period, and (iii) the Borrower shall within three (3) Business Days of demand thereof by the Agent pay to the Agent the accrued additional amount owing as a result of such increased Applicable Margin for such Applicable Period, which payment shall be promptly applied by the Agent Fixing Period in accordance with this Agreementparagraph (a) above or otherwise with the Agent's prior consent, the Margin for the amount of the Loan equal to the Cash Collateral which has been withdrawn or transferred will revert to the Margin which applies at that time in accordance with the terms of the Loan Agreement and the Borrowers will indemnify the Lenders on demand in respect of all breakage costs which result from such withdrawal or transfer effected prior to the end of a Fixing Period.
Appears in 1 contract
Sources: Loan Agreement (EuroDry Ltd.)
Applicable Margin. On any date The APPLICABLE MARGIN provided for in Subsection 4.1.
(a) with respect to the Applicable Margin LOANS shall, for LIBOR Rate Loans and Base Rate Loans shall each fiscal quarter, be determined by reference to the ratio of CONSOLIDATED TOTAL FUNDED INDEBTEDNESS to EBITDA as set forth below based on the below, which ratio shall be calculated as of the Consolidated Total Indebtedness end of REIT and its respective Subsidiaries to each fiscal quarter commencing with the Gross Asset Value fiscal quarter ending June 30, 1996 (EBITDA shall be calculated on a cumulative basis for the four (4) most recent fiscal quarters): APPLICABLE MARGIN PER ANNUM --------------------------- BASE LIBOR RATIO OF CONSOLIDATED TOTAL RATE RATE FUNDED INDEBTEDNESS TO EBITDA LOANS LOANS ------------------------------- ------ ------ Until the first calculation of REIT and its respective Subsidiaries: Pricing Level 1 Less ratio 1.50% 2.75% Greater than or equal to 355.00:1 1.50% 2.50 2.75% 1.25 % Pricing Level 2 Greater than 35% but less than or equal to 40% 2.75 % 1.50 % Pricing Level 3 Greater than 40% 4.00:1 but less than 5.00:1 1.0% 2.25% Greater than or equal to 45% 3.00 % 1.75 % Pricing Level 4 Greater than 45% 3.00:1 but less than or equal to 554.00:1 0.50% 3.25 1.75% 2.00 Less than 3.00:1 0% Pricing Level 5 Greater than 551.25% 3.50 % 2.25 % The initial Applicable Margin Adjustments, if any, in the APPLICABLE MARGIN shall be at Pricing Level 4made by the ADMINISTRATIVE AGENT on the fifth BUSINESS DAY after receipt by the ADMINISTRATIVE AGENT of quarterly financial statements for the BORROWER and its SUBSIDIARIES and the accompanying OFFICER'S COMPLIANCE CERTIFICATE setting forth the ratio of CONSOLIDATED TOTAL FUNDED INDEBTEDNESS to EBITDA of the CREDIT PARTIES as of the most recent fiscal quarter end. The Applicable Margin shall not Subject to the immediately succeeding sentence, in the event the ADMINISTRATIVE AGENT makes an adjustment of the APPLICABLE MARGIN pursuant to the terms of this Subsection 4.1.(c), the new APPLICABLE MARGIN shall: (i) retroactively apply and be adjusted based upon such ratioeffective, if at allas to BASE RATE LOANS, until commencing with the first (1st) calendar day of the first month in which the ADMINISTRATIVE AGENT receives the quarterly financial statements of the BORROWER and its SUBSIDIARIES and the accompanying OFFICER'S COMPLIANCE CERTIFICATE evidencing the ratio of CONSOLIDATED TOTAL FUNDED INDEBTEDNESS to EBITDA which is the basis for such adjustment; and (1stii) month following as to LIBOR RATE LOANS, be effective for LIBOR RATE LOANS with INTEREST PERIODS commencing on or after the delivery by Borrower date, as set forth in the immediately preceding sentence, the ADMINISTRATIVE AGENT makes the adjustment to the Agent of the Compliance Certificate after the end of a calendar quarterAPPLICABLE MARGIN. In the event that Borrower shall fail the BORROWER fails to deliver to such financial statements and certificate within the Agent a quarterly Compliance Certificate on or before the date time required by §7.4(c), then without limiting any other rights of the Agent Subsections 7.1.(b) and the Lenders under this AgreementSection 7.2 hereof, the Applicable Margin for Loans APPLICABLE MARGIN shall be at Pricing Level 5 the highest APPLICABLE MARGIN set forth above until such failure is cured within any applicable cure period, or waived in writing by the Required Lenders, in which event the Applicable Margin shall adjust, if necessary, on the first (1st) day of the first (1st) month following receipt delivery of such Compliance Certificate. In the event that the Agent and the Borrower determine that any financial statements previously delivered were incorrect or inaccurate (regardless of whether this Agreement or the Commitments are in effect when such inaccuracy is discovered), and such inaccuracy, if corrected, would have led to the application of a higher Applicable Margin for any period (an “Applicable Period”) than the Applicable Margin applied for such Applicable Period, then (i) the Borrower shall as soon as practicable deliver to the Agent the corrected financial statements for such Applicable Period, (ii) the Applicable Margin shall be determined as if the Pricing Level for such higher Applicable Margin were applicable for such Applicable Period, and (iii) the Borrower shall within three (3) Business Days of demand thereof by the Agent pay to the Agent the accrued additional amount owing as a result of such increased Applicable Margin for such Applicable Period, which payment shall be promptly applied by the Agent in accordance with this Agreementcertificate.
Appears in 1 contract
Sources: Credit Agreement (Unc Inc)
Applicable Margin. On The following percentages per annum, based upon the Total Leverage Ratio as set forth in the most recent Compliance Certificate received by the Administrative Agent pursuant to §8.4(c): Level Total Leverage Ratio Eurodollar Rate Loans / Letter of Credit Fees Base Rate Loans Commitment Fee Any increase or decrease in the Applicable Margin resulting from a change in the Total Leverage Ratio shall become effective as of the first Business Day immediately following the date a Compliance Certificate is delivered pursuant to §8.4(c); provided, however, that if a Compliance Certificate is not delivered when due in accordance with such Section, then, upon the request of the Required Lenders, Level I shall apply as of the first Business Day after the date on which such Compliance Certificate was required to have been delivered and shall remain in effect until the date on which such Compliance Certificate is delivered. The Applicable Margin in effect from the Sixth Amendment Effective Date through the date of delivery of the Compliance Certificate for the period ending March 31, 2019 (pursuant to §8.4(c)), with the financial statements to be delivered pursuant to §8.4(a), shall initially be set at Level II and in any date event shall be no lower than Level II. Notwithstanding the foregoing to the contrary, in the event either the Borrowers or the Administrative Agent determines, in good faith, that the calculation of the Total Leverage Ratio on which the Applicable Margin for LIBOR Rate Loans and Base Rate Loans shall be any particular period was determined is inaccurate and, as set forth below based on the ratio of the Consolidated Total Indebtedness of REIT and its respective Subsidiaries to the Gross Asset Value of REIT and its respective Subsidiaries: Pricing Level 1 Less than or equal to 35% 2.50 % 1.25 % Pricing Level 2 Greater than 35% but less than or equal to 40% 2.75 % 1.50 % Pricing Level 3 Greater than 40% but less than or equal to 45% 3.00 % 1.75 % Pricing Level 4 Greater than 45% but less than or equal to 55% 3.25 % 2.00 % Pricing Level 5 Greater than 55% 3.50 % 2.25 % The initial Applicable Margin shall be at Pricing Level 4. The Applicable Margin shall not be adjusted based upon such ratio, if at all, until the first (1st) day of the first (1st) month following the delivery by Borrower to the Agent of the Compliance Certificate after the end of a calendar quarter. In the event that Borrower shall fail to deliver to the Agent a quarterly Compliance Certificate on or before the date required by §7.4(c), then without limiting any other rights of the Agent and the Lenders under this Agreementconsequence thereof, the Applicable Margin for Loans shall be at Pricing Level 5 until such failure is cured within any applicable cure periodwas lower or higher than it should have been, or waived in writing by the Required Lenders, in which event the Applicable Margin shall adjust, if necessary, on the first (1st) day of the first (1st) month following receipt of such Compliance Certificate. In the event that the Agent and the Borrower determine that any financial statements previously delivered were incorrect or inaccurate (regardless of whether this Agreement or the Commitments are in effect when such inaccuracy is discovered), and such inaccuracy, if corrected, would have led to the application of a higher Applicable Margin for any period (an “Applicable Period”) than the Applicable Margin applied for such Applicable Period, then (i) the Borrower Borrowers shall promptly deliver (but in any event within ten (10) Business Days after the Borrowers discover such inaccuracy or the Borrowers are notified by the Administrative Agent of such inaccuracy, as soon as practicable deliver the case may be) to the Administrative Agent the corrected correct financial statements for such period (and if such financial statements are not accurately restated and delivered within thirty (30) days after the first discovery of such inaccuracy by the Borrowers or such notice, as the case may be, and the Applicable PeriodMargin was lower than it should have been, then Level I shall apply retroactively for such period until such time as the correct financial statements are delivered and, upon the delivery of such corrected financial statements, thereafter the corrected Level shall apply for such period), (ii) the Administrative Agent shall determine and notify the Borrowers of the amount of interest that would have been due in respect of outstanding Obligations, if any, during such period had the Applicable Margin shall be determined as if been calculated based on the Pricing correct Total Leverage Ratio (or, to the extent applicable, the Level for such higher I Applicable Margin if such corrected financial statements were applicable for such Applicable Period, not delivered as provided herein) and (iii) the applicable Borrower shall within three (3) Business Days of demand thereof by the Agent promptly pay to the Administrative Agent the accrued additional difference, if any, between that amount owing as a result and the amount actually paid in respect of such increased Applicable Margin for such Applicable Period, which payment period. The foregoing notwithstanding shall be promptly applied by in no way limit the rights of the Administrative Agent in accordance with this Agreementor the Lenders to exercise their rights to impose the rate of interest applicable during an Event of Default as provided herein.
Appears in 1 contract
Sources: Revolving Credit Agreement (CAI International, Inc.)
Applicable Margin. On any date The term “Applicable Margin” means the annual percentage rate to be added to LIBOR to determine the LIBOR Rate under this Agreement. Initially, the Applicable Margin for LIBOR Rate Loans and Base Rate Loans shall be 1.80% per annum. The Applicable Margin will be adjusted (up or down) on a quarterly basis as set forth below based on determined by Borrower’s Total Funded Debt to EBITDA ratio. Adjustments in the ratio of the Consolidated Total Indebtedness of REIT and its respective Subsidiaries Applicable Margin will be determined by reference to the Gross Asset Value of REIT and its respective Subsidiariesfollowing grid: Pricing Level 1 Greater than or equal to 1.75 2.25% Greater than 1.0 but less than 1.75 1.80% Less than or equal to 351.0 1.50% 2.50 % 1.25 % Pricing Level 2 Greater than 35% but less than or equal to 40% 2.75 % 1.50 % Pricing Level 3 Greater than 40% but less than or equal to Within forty-five (45% 3.00 % 1.75 % Pricing Level 4 Greater than 45% but less than or equal to 55% 3.25 % 2.00 % Pricing Level 5 Greater than 55% 3.50 % 2.25 % The initial Applicable Margin shall be at Pricing Level 4. The Applicable Margin shall not be adjusted based upon such ratio, if at all, until the first (1st) day days of the first end of each Fiscal Quarter of Borrower (1stprovided that Borrower shall have ninety (90) month following the delivery by Borrower to the Agent of the Compliance Certificate days after the end of a calendar quarter. In the event that each Fiscal Year), Borrower shall fail to (a) deliver to the Agent a quarterly Compliance Certificate on or before the date required by §7.4(cBANK its Financial Statements covering such Fiscal Quarter (which shall be management prepared financial statements for purposes hereof), (b) deliver to BANK the quarterly financial covenant compliance certificate of Borrower, and (c) certify to Bank the then without limiting any Total Funded Debt to EBITDA ratio of Borrower and Borrower's determination of Applicable Margin therefrom on such form as the Bank may from time to time specify. Borrower shall also Commercial Loan Agreement – Micronetics, Inc. provide to the Bank such other rights reasonable information as Bank may request of Borrower to verify its determination of the Agent and Applicable Margin. As of the Lenders under this Agreementtenth (10th) Business Day after the Borrower's delivery of all of the above-referenced items to the Bank, the Bank shall notify Borrower of its determination of the Applicable Margin. The new Applicable Margin for Loans as so determined by the BANK shall be at Pricing Level 5 until effective as to all then outstanding LIBOR Advances and all new LIBOR Advances thereafter made, and such failure is cured within any applicable cure period, or waived in writing by the Required Lenders, in which event the new Applicable Margin shall adjust, if necessary, on the first (1st) day of the first (1st) month following receipt of such Compliance Certificate. In the event that the Agent and the Borrower determine that any financial statements previously delivered were incorrect or inaccurate (regardless of whether this Agreement or the Commitments are remain in effect when such inaccuracy is discovered), and such inaccuracy, if corrected, would have led to through the application next date upon which the determination of a higher new Applicable Margin for becomes effective in accordance with the above provisions. Notwithstanding the foregoing, upon any period (an “Applicable Period”) than the Applicable Margin applied for such Applicable PeriodEvent of Default, then (i) the Borrower shall as soon as practicable deliver to the Agent the corrected financial statements for such Applicable Period, (ii) the Applicable Margin shall be determined as if the Pricing Level for such higher Applicable Margin were applicable for such Applicable Period, and (iii) the Borrower shall within three (3) Business Days of demand thereof by the Agent pay to the Agent the accrued additional amount owing as a result of such increased Applicable Margin for such Applicable Period, which payment shall be promptly applied by the Agent in accordance with this Agreement2.25%.
Appears in 1 contract
Applicable Margin. On any date the (i) The Applicable Margin provided for LIBOR Rate Loans and Base Rate Loans in Section 5.1(a) with respect to any Revolving Credit Loan, Swingline Loan or Term Loan shall be based upon the Leverage Ratio as set forth below based on the ratio of the Consolidated Total Indebtedness end of REIT the fiscal quarter immediately preceding the delivery of the financial statements and its respective Subsidiaries the accompanying Officer’s Compliance Certificate for such fiscal quarter, as follows: I Greater than 2.50 to the Gross Asset Value of REIT and its respective Subsidiaries: Pricing Level 1 Less 1.00 1.625 % 0.625 % II Greater than or equal to 35% 2.50 % 1.25 % Pricing Level 2 Greater than 35% 1.50 to 1.00 but less than or equal to 402.50 to 1.00 1.375 % 2.75 0.375 % III Less than 1.50 to 1.00 1.125 % Pricing Level 3 Greater than 40% but less than or equal to 45% 3.00 % 1.75 % Pricing Level 4 Greater than 45% but less than or equal to 55% 3.25 % 2.00 % Pricing Level 5 Greater than 55% 3.50 % 2.25 % The initial 0.125 %
(ii) Adjustments, if any, in the Applicable Margin shall be at Pricing Level 4. The Applicable Margin shall not be adjusted based upon such ratio, if at all, until made on the first date (1steach a “Calculation Date”) day ten (10) Business Days after the date on which the Borrower provides quarterly financial statements of the first (1st) month following Borrower and its Subsidiaries and an accompanying Officer’s Compliance Certificate setting forth the delivery by Borrower to the Agent Leverage Ratio of the Compliance Certificate after Borrower and its Subsidiaries for the end of a calendar quarter. In the event that Borrower shall fail to deliver to the Agent a quarterly Compliance Certificate on or before the date required by §7.4(c), then without limiting any other rights most recently ended fiscal quarter of the Agent Borrower and the Lenders under this Agreement, the Applicable Margin for Loans shall be at Pricing Level 5 until such failure is cured within any applicable cure period, or waived in writing by the Required Lenders, in which event the Applicable Margin shall adjust, if necessary, on the first its Subsidiaries; provided that (1st) day of the first (1st) month following receipt of such Compliance Certificate. In the event that the Agent and the Borrower determine that any financial statements previously delivered were incorrect or inaccurate (regardless of whether this Agreement or the Commitments are in effect when such inaccuracy is discovered), and such inaccuracy, if corrected, would have led to the application of a higher Applicable Margin for any period (an “Applicable Period”) than the Applicable Margin applied for such Applicable Period, then (i) the Borrower shall as soon as practicable deliver to the Agent the corrected financial statements for such Applicable Period, (iiA) the Applicable Margin shall be determined as if based on Pricing Level II until the first Calculation Date occurring after the Closing Date and, thereafter the Pricing Level for such higher Applicable Margin were shall be determined by reference to the Leverage Ratio as of the last day of the most recently ended fiscal quarter of the Borrower preceding the applicable for such Applicable PeriodCalculation Date, and (iiiB) if the Borrower fails to provide the Officer’s Compliance Certificate as required by Section 8.2 for the most recently ended fiscal quarter of the Borrower and its Subsidiaries preceding the applicable Calculation Date, the Applicable Margin shall within three be based on Pricing Level I (3as shown above) Business Days of demand thereof from such Calculation Date until such time as an appropriate Officer’s Compliance Certificate is provided, at which time the Applicable Margin shall be determined by the Agent pay reference to the Agent Leverage Ratio as of the accrued additional amount owing last day of the most recently ended fiscal quarter of the Borrower and its Subsidiaries preceding such Calculation Date. Except as a result of such increased provided in the preceding sentence, the Applicable Margin for such Applicable Period, which payment shall be promptly applied by effective from one Calculation Date until the Agent in accordance with this Agreementnext Calculation Date.
Appears in 1 contract
Applicable Margin. (a) On any date date, the Applicable Margin for LIBOR Rate Loans and Base Rate Loans shall be as set forth below based on the ratio of the Consolidated Total Indebtedness of REIT and its respective Subsidiaries to the Gross Consolidated Total Asset Value as of REIT and its respective Subsidiariessuch date: Pricing Level 1 Less than or equal to 3545% 2.50 1.4% 1.25 0.4% Pricing Level 2 Greater than 35or equal to 45% but less than or equal to 4050% 2.75 1.65% 1.50 0.65% Pricing Level 3 Greater than 40or equal to 50% but less than or equal to 4555% 3.00 1.9% 1.75 0.9% Pricing Level 4 Greater than 45% but less than or equal to 55% 3.25 2.15% 2.00 % Pricing Level 5 Greater than 55% 3.50 % 2.25 1.15% The initial Applicable Margin shall be at Pricing Level 42. At such time as this subparagraph (a) is applicable, the Applicable Margin for each Base Rate Loan shall be determined by reference to the ratio of Consolidated Total Indebtedness to Consolidated Total Asset Value in effect from time to time, and the Applicable Margin for any Interest Period for all LIBOR Rate Loans comprising part of the same borrowing shall be determined by reference to the ratio of Consolidated Total Indebtedness to Consolidated Total Asset Value in effect on the first day of such Interest Period. The Applicable Margin shall not be adjusted based upon such ratio, if at all, until the first three (1st3) day of the first (1st) month following Business Days after the delivery by REIT or Borrower to the Agent of the Compliance Certificate after at the end of a calendar fiscal quarter. In the event that REIT or Borrower shall fail to deliver to the Agent a quarterly Compliance Certificate on or before the date required by §7.4(c), then without limiting any other rights of the Agent and the Lenders under this Agreement, the Applicable Margin for Loans shall be at Pricing Level 5 4 until such failure is cured within any applicable cure period, or waived in writing by the Required Lenders, in which event the Applicable Margin shall adjust, if necessary, on the first three (1st3) day of the first (1st) month Business Days following receipt of such Compliance Certificate. In .
(b) From and after the event time that Agent first receives written notice from REIT or Borrower that REIT has first obtained an Investment Grade Rating and that REIT elects to use such Investment Grade Rating as the Agent basis for the Applicable Margin, the Applicable Margin shall mean, as of any date of determination, a percentage per annum determined by reference to the Credit Rating Level as set forth below (provided that any accrued interest payable at the Applicable Margin determined by reference to the ratio of Consolidated Total Indebtedness to Consolidated Total Asset Value shall be payable as provided in § 2.6): PricingLevel Credit Rating Level Applicable Margin forLIBOR Rate Loans Applicable Margin forBase Rate Loans I Credit Rating ▇▇▇▇▇ ▇ 1.1% 0.1% II Credit Rating ▇▇▇▇▇ ▇ 1.35% 0.35% III Credit Rating ▇▇▇▇▇ ▇ 1.5% 0.5% IV Credit Rating ▇▇▇▇▇ ▇ 2.05% 1.05% At such time as this subparagraph (b) is applicable, the Applicable Margin for each Base Rate Loan shall be determined by reference to the Credit Rating Level in effect from time to time, and the Borrower determine that any financial statements previously delivered were incorrect or inaccurate (regardless of whether this Agreement or the Commitments are in effect when such inaccuracy is discovered), and such inaccuracy, if corrected, would have led to the application of a higher Applicable Margin for any period (an “Applicable Interest Period for all LIBOR Rate Loans comprising part of the same borrowing shall be determined by reference to the Credit Rating Level in effect on the first day of such Interest Period”) than ; provided, however that no change in the Applicable Margin applied for such Applicable Period, then (i) resulting from the Borrower application of the Credit Rating Levels or a change in the Credit Rating Level shall as soon as practicable deliver to be effective until three Business Days after the date on which the Agent receives written notice of the corrected financial statements for application of the Credit Rating Levels or a change in such Credit Rating Level. From and after the first time that the Applicable PeriodMargin is based on REIT's Investment Grade Rating, (ii) the Applicable Margin shall no longer be determined as if the Pricing Level for such higher Applicable Margin were applicable for such Applicable Period, and (iii) the Borrower shall within three (3) Business Days of demand thereof calculated by the Agent pay reference to the Agent the accrued additional amount owing as a result ratio of such increased Applicable Margin for such Applicable Period, which payment shall be promptly applied by the Agent in accordance with this AgreementConsolidated Total Indebtedness to Consolidated Total Asset Value.
Appears in 1 contract
Sources: Term Loan Agreement (Mid America Apartment Communities Inc)