Applicable Margin. 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 and Swingline Loans; and (ii) upon the initial Adjustment Date and at all times thereafter, be determined by reference to the Adjusted Leverage Ratio in accordance with the following charts: Adjusted Applicable Margin Per Annum Leverage --------------------------- Level Ratio LIBOR Rate Base Rate ----- -------- ---------- --------- I Greater than or equal to 2.75 to 1.00 1.75% 0.00% II Less than 2.75 to 1.00 1.25% 0.00% Adjustments, if any, in the Applicable Margin shall be made 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 increased pursuant to this sentence.
Appears in 1 contract
Sources: Credit Agreement (Rare Hospitality International Inc)
Applicable Margin. The Applicable Margin provided shall be in effect for in Section 4.1(a) with respect to the Loans (the "Applicable Margin") shall:
(i) for the each period commencing on the Closing an Adjustment Date and ending on through the date immediately preceding the initial next Adjustment Date (as hereinafter defined), be 1.25% with respect to LIBOR Rate Loans each a "RATE ADJUSTMENT PERIOD") based on a determination of the Fixed Charge Coverage Ratio and 0.00% with respect to Base Rate Loans and Swingline Loans; and
(ii) upon the initial Adjustment Date and at all times thereafter, Senior Debt Rating. The Fixed Charge Coverage Ratio shall be determined by reference as at the end of the fiscal period for which financial statements and a Compliance Certificate have most recently been delivered to the Adjusted Leverage Ratio in accordance with Agent pursuant to Section 5.4 and the following charts: Adjusted Applicable Margin Per Annum Leverage --------------------------- Level Ratio LIBOR Senior Debt Rating shall be determined as of the last day of the preceding Rate Base Rate ----- -------- ---------- --------- I Greater than or equal to 2.75 to 1.00 1.75% 0.00% II Less than 2.75 to 1.00 1.25% 0.00% Adjustments, if any, in the Adjustment Period. The Applicable Margin shall be made by the Administrative Agent on applicable rate PER ANNUM, expressed in Basis Points, corresponding to 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 lower 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 Levels set forth in the Applicable Margin within two table below (2with Level I being the lowest level and Level VI being the highest level) Business Days of such adjustment; provided, that the Administrative Agent’s failure to give such notice shall not result in any liability corresponding to the Administrative Agent Fixed Charge Coverage Ratio or in any way affect the validity of any such adjustment. In Senior Debt Rating, PROVIDED THAT if the event the Borrower fails to deliver such financial statements Fixed Charge Coverage Ratio and certificate within the time required by Sections 7.1 and 7.2 hereofSenior Debt Rating are more than one Level apart, the Applicable Margin shall be one Level below the highest higher of the two applicable Levels. In the event that the Senior Debt Ratings assigned by ▇▇▇▇▇'▇ and S&P are not equivalent, the following criteria shall determine which Level shall be applicable to the Senior Debt Rating: (i) if the Senior Debt Ratings are one Level apart, the Level applicable to the Senior Debt Rating shall be the lower of the two Levels and (ii) if the Senior Debt Ratings are more than one Level apart, the Level applicable to the Senior Debt Rating shall be one Level below the higher of the two Levels. For purposes of clarity, the parties hereto acknowledge that the Applicable Margin set forth above until with respect to (i) Eurodollar Rate Loans shall be 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” rate per annum set forth in Section 4.1(dcolumn D in the table below and (ii) below the Facility Fee shall be the rate per annum set forth in which case column E in the Applicable Margin shall not be increased pursuant to this sentencetable below. ------------ ------------------------ ------------------- ------------------------ ----------------------- A B C D E ------------ ------------------------ ------------------- ------------------------ ----------------------- LEVEL FIXED CHARGE SENIOR DEBT EURODOLLAR RATE FACILITY FEE COVERAGE RATIO RATING LOANS ------------ ------------------------ ------------------- ------------------------ ----------------------- I (greater than 2.50:1 S&P: ▇- ▇▇.▇ 7.0 or equal to) ▇▇▇▇▇'▇: A3 or better ------------ ------------------------ ------------------- ------------------------ ----------------------- II (greater than 2.25:1 S&P: BBB+ 41.0 9.0 or equal to) ▇▇▇▇▇'▇: Baa1 or better ------------ ------------------------ ------------------- ------------------------ ----------------------- III (greater than 2.00:1 S&P: BBB 52.0 10.5 or equal to) ▇▇▇▇▇'▇: Baa2 or better ------------ ------------------------ ------------------- ------------------------ ----------------------- IV (greater than 1.85:1 S&P: BBB- 67.0 13.0 or equal to) ▇▇▇▇▇'▇: Baa3 or better ------------ ------------------------ ------------------- ------------------------ ----------------------- V (greater than 1.75:1 S&P: BB+ 77.5 18.5 or equal to) ▇▇▇▇▇'▇: Ba1 or better ------------ ------------------------ ------------------- ------------------------ ----------------------- VI (less than) 1.75:1 lower than 77.5 22.5 S&P: BB+ ▇▇▇▇▇'▇: Ba1 or unrated ------------ ------------------------ ------------------- ------------------------ -----------------------
Appears in 1 contract
Applicable Margin. The Applicable Margin provided for in Section 4.1(a5.1(a) with respect to the Loans any Loan (the "Applicable Margin") shall:
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 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 period commencing 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 the first Calculation Date occurring after the Closing Date and ending on and, thereafter 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 and Swingline Loans; and
(ii) upon the initial Adjustment Date and at all times thereafter, Pricing Level shall be determined by reference to the Adjusted Senior Secured Leverage Ratio in accordance with as of the following charts: Adjusted 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 Per Annum 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 Senior Secured Leverage --------------------------- Level Ratio LIBOR Rate Base Rate ----- -------- ---------- --------- I Greater than or equal as of the last day of the most recently ended Fiscal Quarter of the Borrower preceding such Calculation Date. Subject to 2.75 to 1.00 1.75% 0.00% II Less than 2.75 to 1.00 1.25% 0.00% AdjustmentsSections 5.1(c)(ii)(A) and (B) in the preceding sentence, if any, 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 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 issued. Pricing Grid Senior Secured Level Leverage Ratio of the Borrower and its Subsidiaries as of the most recent fiscal quarter end. The Administrative Agent agrees Applicable Base Rate Margin Applicable LIBOR Rate Margin ------------ ----------------------- --------------------------- ---------------------------- I Greater than or equal 1.00% 2.25% 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 1.75 to give such notice shall not result in any liability 1.00 ----------------------------------------------------------------------------------------------- II Greater than or equal 0.75% 2.00% to the Administrative Agent 1.25 to 1.00 but less than 1.75 to 1.00 ----------------------------------------------------------------------------------------------- III Greater than or in any way affect the validity of any such adjustment. In the event the Borrower fails equal 0.50% 1.75% 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 increased pursuant 0.75 to this sentence.1.00 but less than 1.25 to 1.00 ----------------------------------------------------------------------------------------------- IV Less than 0.75 to 1.00 0.00% 1.25% -----------------------------------------------------------------------------------------------
Appears in 1 contract
Sources: Credit Agreement (O Charleys Inc)
Applicable Margin. The Applicable Margin provided for in Section 4.1(a----------------- 3.1
(a) with respect to the Loans any Loan (the "Applicable Margin") shall:
(i) for shall be based upon the period commencing on the Closing Date table set forth below and ending shall be determined and adjusted quarterly on the date immediately preceding (each, a "Calculation Date") ten (10) Business Days after the date by which the Borrower provides an Officer's Compliance Certificate for the most recently ended fiscal quarter of the Borrower; provided, however, that (a) the initial Adjustment Date (as hereinafter defined), -------- Applicable Margin shall be 1.25% with respect to LIBOR Rate Loans and 0.00% with respect to Base Rate Loans and Swingline Loans; and
(ii) upon based on the initial Adjustment Date and at all times thereafter, be determined table set forth below by reference to the Adjusted Leverage Ratio in accordance with the following charts: Adjusted Applicable Margin Per Annum Leverage --------------------------- Level Ratio LIBOR Rate Base Rate ----- -------- ---------- --------- I Greater than or equal to 2.75 to 1.00 1.75% 0.00% II Less than 2.75 to 1.00 1.25% 0.00% Adjustments, if any, in the Applicable Margin shall be made 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 end preceding the Closing Date, as reflected in the certificate delivered pursuant to give Section 4.2(d)(ii) and shall remain at that Pricing Level until the first Calculation Date occurring after the Closing Date and, thereafter the Pricing Level shall be determined by reference to the Leverage Ratio as of the fiscal quarter end of the Borrower preceding the applicable Calculation Date, and the Lenders notice of any adjustment in the Applicable Margin within two (2b) 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 if the Borrower fails to deliver such financial statements and certificate within the time provide an Officer's Compliance Certificate as required by Sections 7.1 Section 6.2 for the most recently ended fiscal quarter of the Borrower by the latest date permitted by Section 6.2 (a "Deadline Date"), the Applicable Margin from the date ten (10) Business Days after such Deadline Date (which shall also be a 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 fiscal quarter end of the Borrower for which such Officer's Compliance Certificate has been provided and 7.2 hereofthe adjustment thereto made ten (10) Business Days after the delivery thereof. The Applicable Margin shall be effective from one Calculation Date until the next Calculation Date. Notwithstanding the foregoing, if the Officer's Compliance Certificate has not been provided in accordance with Section 6.2, the Applicable Margin shall be effective from the highest Applicable Margin set forth above most recently determined Calculation Date until the delivery of such financial statements and certificate unless at such time date ten (10) Business Days after the outstanding principal balance of date on which the Loans are bearing interest at Officer's Compliance Certificate is provided to the “default rate” set forth Administrative Agent. Any adjustment in Section 4.1(d) below in which case the Applicable Margin shall not be increased pursuant applicable to this sentenceall Loans then existing or subsequently made or issued.
Appears in 1 contract
Sources: Credit Agreement (Commonwealth Telephone Enterprises Inc /New/)
Applicable Margin. The Applicable Margin provided for in Section 4.1(a) with respect to the Loans any Loan (the "Applicable Margin") shall:
shall be based upon the table set forth below and shall be determined and adjusted quarterly on the date (ieach a "Calculation Date") ten (10) Business Days after the date by which the Borrowers are required to provide an Officer's Compliance Certificate for the period commencing most recently ended fiscal quarter of the Borrowers; provided, however, that (a) the initial Applicable Margin shall be based on Pricing Level II (as shown below) and shall remain at Pricing Level II until the first Calculation Date occurring after the Closing Date and ending on and, thereafter 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 and Swingline Loans; and
(ii) upon the initial Adjustment Date and at all times thereafter, Pricing Level shall be determined by reference to the Adjusted Leverage Coverage Ratio in accordance with as of the following charts: Adjusted last day of the most recently ended fiscal quarter of the Borrowers preceding the applicable Calculation Date, and (b) if the Borrowers fail to provide the Officer's Compliance Certificate as required by Section 7.2 for the most recently ended fiscal quarter of the Borrowers preceding the applicable Calculation Date, the Applicable Margin Per Annum Leverage --------------------------- 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 Coverage Ratio LIBOR Rate Base Rate ----- -------- ---------- --------- I Greater than or equal to 2.75 to 1.00 1.75% 0.00% II Less than 2.75 to 1.00 1.25% 0.00% Adjustments, if any, as of the last day of the most recently ended fiscal quarter of the Borrowers 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 all Extensions of Credit then existing or subsequently made 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)issued. -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- Pricing Level Coverage Ratio LIBOR Base Rate -------------------------------------------------------------------------------- I Greater than 3.75 to 1.00 .875% 0% -------------------------------------------------------------------------------- II Greater than 3.00 to 1.00, as applicable1.000% 0% but less than or equal to 3.75 to 1.00 -------------------------------------------------------------------------------- III Greater than 2.25 to 1.00, 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 1.250% 0% but less than or equal 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 3.00 to give such notice shall not result in any liability 1.00 -------------------------------------------------------------------------------- IV Less than or equal to the Administrative Agent or in any way affect the validity of any such adjustment. In the event the Borrower fails 2.25 1.500% 0% 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 increased pursuant to this sentence.1.00 --------------------------------------------------------------------------------
Appears in 1 contract
Sources: Credit Agreement (Belk Inc)
Applicable Margin. The applicable margin (the “Applicable Margin Margin”) provided for in Section 4.1(a5.1(a) with respect to: (i) any Initial Term Loan that is a LIBOR Rate Loan shall be (x) with respect to Lenders holding Initial Term Loans who consent to Amendment No. 6 from and after the Loans Amendment No. 6 Effective Date, 2.00% and (y) in all other cases from and after the "Applicable Margin"Amendment No. 6 Effective Date, 1.50%, (ii) shall:
any Initial Term Loan that is a Base Rate Loan shall be (ix) 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 Lenders holding Initial Term Loans who consent to Amendment No. 6 from and 0.00after the Amendment No. 6 Effective Date, 1.00% with respect and (y) in all other cases from and after the Amendment No. 6 Effective Date, 0.50%, (iii) any Incremental Term Loan of any Series made after the date of the consummation of the Acquisition shall be as agreed upon at the time the Incremental Term Loan Commitments of such Series are established pursuant to Base Rate Loans Section 14.23 and Swingline Loans; and
(iiiv) upon the initial Adjustment Date and at all times thereafter, any Revolving Credit Loan held by Non-Extending Revolving Lenders or Extending Revolving Lenders shall be determined by reference to the Adjusted applicable 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 and the Pricing Level shall be determined by reference to the Total Leverage Ratio in accordance with as of the following charts: Adjusted last day of the most recently ended Fiscal Quarter preceding the applicable Calculation Date; provided, however, that 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 Per Annum for the Revolving Credit Loans from such Calculation Date shall be (x) with respect to Non-Extending Revolving Lenders, based on Pricing Level V of the “Applicable Margin — Non-Extending Revolving Lenders” table set forth below and (y) with respect to Extending Revolving Lenders, based on Pricing Level IV of the “Applicable Margin — Extending Revolving Lenders” table set forth below, in each case until such time as an appropriate Officer’s Compliance Certificate is provided, at which time (but with no retroactive effect) the Pricing Level shall be determined by reference to the Total Leverage --------------------------- Level Ratio LIBOR Rate Base Rate ----- -------- ---------- --------- I Greater than or equal to 2.75 to 1.00 1.75% 0.00% II Less than 2.75 to 1.00 1.25% 0.00% Adjustments, if any, as of the last day of the most recently ended Fiscal Quarter preceding such Calculation Date. The Applicable Margin for the Revolving Credit Loans shall be effective from one Calculation Date until the next Calculation Date. Any adjustment in the Applicable Margin shall be applicable to all Revolving Credit Loans then existing or subsequently made by the Administrative Agent on the tenth (10th) Business Day (the “Adjustment Dateor issued. V Greater than 5.00 to 1.00 2.50 % 1.50 % IV Greater than 3.00 to 1.00, but less than or equal to 5.00 to 1.00 2.25 % 1.25 % III Greater than 2.50 to 1.00, but less than or equal to 3.00 to 1.00 2.00 % 1.00 % II Greater than 2.00 to 1.00, but less than or equal to 2.50 to 1.00 1.75 % 0.75 % I Less than or equal to 2.00 1.50 % 0.50 % IV Greater than 3.00 to 1.00 3.50 % 2.50 % III Greater than 2.50 to 1.00, but less than or equal to 3.00 to 1.00 3.25 % 2.25 % II Greater than 2.00 to 1.00, but less than or equal to 2.50 to 1.00 3.00 % 2.00 % I Less than or equal to 2.00 2.75 % 1.75 %”) 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 increased pursuant to this sentence.
Appears in 1 contract
Sources: Credit Agreement (Geo Group Inc)
Applicable Margin. The Applicable Margin provided for in Section 4.1(a) with respect to the Loans any Loan (the "Applicable Margin") shall:
shall be based upon the table set forth below and shall be determined and adjusted quarterly on the date (ieach a "Calculation Date") ten (10) Business Days after the date by which the Borrowers are required to provide an Officer's Compliance Certificate for the period commencing most recently ended fiscal quarter of the Borrowers; provided, however, that (a) the initial Applicable Margin shall be based on Pricing Level IV (as shown below) and shall remain at Pricing Level IV until the first Calculation Date occurring after the Closing Date and ending on and, thereafter 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 and Swingline Loans; and
(ii) upon the initial Adjustment Date and at all times thereafter, Pricing Level shall be determined by reference to the Adjusted Leverage Ratio in accordance with as of the following charts: Adjusted last day of the most recently ended fiscal quarter of the Borrowers preceding the applicable Calculation Date, and (b) if the Borrowers fail to provide the Officer's Compliance Certificate as required by Section 7.2 for the most recently ended fiscal quarter of the Borrowers preceding the applicable Calculation Date, the Applicable Margin Per Annum 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 --------------------------- Level Ratio as of the last day of the most recently ended fiscal quarter of the Borrowers 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 all Extensions of Credit then existing or subsequently made or issued. -------------------------------------------------------------------- --------------- ----------------------------- --------- ------------ PRICING LEVEL LEVERAGE RATIO LIBOR Rate Base Rate ----- -------- ---------- BASE RATE --------------- ----------------------------- --------- ------------ I Greater than or equal to 2.75 1.250% 0% 3.00 to 1.00 1.75--------------- ----------------------------- --------- ------------ --------------- ----------------------------- --------- ------------ II Greater than or equal to 1.000% 0.000% II 2.50 to 1.00, but less than 3.00 to 1.00 --------------- ----------------------------- --------- ------------ III Greater than or equal to 0.750% 0% 2.00 to 1.00, but less than 2.50 to 1.00 --------------- ----------------------------- --------- ------------ IV Greater than or equal to 0.625% 0% 1.50 to 1.00, but less than 2.00 to 1.00 --------------- ----------------------------- --------- ------------ V Greater than or equal to 0.500% 0% 1.00 to 1.00 but less than 1.50 to 1.0 --------------- ----------------------------- --------- ------------ VI Less than 2.75 1.00 to 1.00 1.250.400% 0.000% Adjustments, if any, in the Applicable Margin shall be made 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 increased pursuant to this sentence.--------------- ----------------------------- --------- ------------
Appears in 1 contract
Sources: Credit Agreement (Belk Inc)
Applicable Margin. (i) The Applicable Margin provided for in Section 4.1(a5.1 (a) with respect to any Revolving Credit Loan or Swingline Loan shall be based upon the Loans (Leverage Ratio as of the "Applicable Margin") shall:
(i) for end of the period commencing on the Closing Date and ending on the date fiscal quarter immediately preceding the initial Adjustment Date (delivery of the financial statements and the accompanying Officer's Compliance Certificate for such fiscal quarter, as hereinafter defined), be follows: APPLICABLE LIBOR PRICING LEVEL LEVERAGE RATIO MARGIN APPLICABLE BASE RATE MARGIN ------------- ------------------------ ---------- --------------------------- I Greater than or equal to 2.50% 1.25% 1.75 to 1.00 II Greater than or equal 2.25% 1.00% to 1.00 to 1.00 but less than 1.75 to 1.00 III Less than 1.00 to 2.00% 0.75% 1.00
(ii) The Applicable Margin with respect to LIBOR Rate the Term Loans and 0.00shall be 1.00% with respect to Base Rate Loans and Swingline 2.25% with respect to LIBOR Rate Loans; and.
(iiiii) upon the initial Adjustment Date and at all times thereafter, be determined by reference to the Adjusted Leverage Ratio in accordance with the following charts: Adjusted Applicable Margin Per Annum Leverage --------------------------- Level Ratio LIBOR Rate Base Rate ----- -------- ---------- --------- I Greater than or equal to 2.75 to 1.00 1.75% 0.00% II Less than 2.75 to 1.00 1.25% 0.00% Adjustments, if any, in the Applicable Margin with respect to Revolving Credit Loans and Swingline Loans shall be made by the Administrative Agent on the tenth date (10theach a "Calculation Date") ten (10) Business Day (Days after the “Adjustment Date”) after receipt date by which the Administrative Agent of Borrower is required to provide quarterly financial statements for of the Borrower and its Subsidiaries delivered under Section 7.1(a) or (b), as applicable, and the an accompanying Officer’s 's Compliance Certificate setting forth the Adjusted Leverage Ratio of the Borrower and its Subsidiaries as of for the most recent recently ended fiscal quarter end. The Administrative Agent agrees to give of the Borrower and the Lenders notice of any adjustment in the Applicable Margin within two (2) Business Days of such adjustmentits Subsidiaries; provided, provided further 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 if the Borrower fails to deliver such financial statements and certificate within provide the time Officer's Compliance Certificate as required by Sections 7.1 Section 8.2 for the most recently ended fiscal quarter of the Borrower and 7.2 hereofits Subsidiaries preceding the applicable Calculation Date, the Applicable Margin with respect to Revolving Credit Loans and Swingline Loans shall be the highest Applicable Margin set forth above based on Pricing Level I (as shown above) from such Calculation Date until the delivery of such financial statements and certificate unless at such time the outstanding principal balance of the Loans are bearing interest as an appropriate Officer's Compliance Certificate is provided, at the “default rate” set forth in Section 4.1(d) below in which case time the Applicable Margin with respect to Revolving Credit Loans and Swingline Loans shall not be increased pursuant determined by reference to this the Leverage Ratio as of the last day of the most recently ended fiscal quarter of the Borrower and its Subsidiaries preceding such Calculation Date. Except as provided in the preceding sentence, the Applicable Margin with respect to Revolving Credit Loans and Swingline Loans shall be effective from one Calculation Date until the next Calculation Date.
Appears in 1 contract
Applicable Margin. The Applicable Margin provided for in Section 4.1(a5.1(a) with respect to the Loans any Loan and in Section 2.5(d) with respect to any Acceptance Fee applicable to any Canadian BA Borrowing (the "“Applicable Margin"”) shall:
(i) for shall be based upon the period commencing on the Closing Date table set forth below and ending shall be determined and adjusted quarterly on the date immediately preceding (each a “Calculation Date”) ten (10) Business Days after the date by which the Domestic Borrower, on behalf of itself and the Canadian Borrower, is required to provide an Officer’s Compliance Certificate for the most recently ended fiscal quarter of the Domestic Borrower; provided, however, that (a) the initial Adjustment Date Applicable Margin shall be based on Pricing Level III (as hereinafter defined)shown below) and shall remain at Pricing Level III until the first Calculation Date occurring after the fiscal quarter ending September 30, be 1.25% with respect to LIBOR Rate Loans and 0.00% with respect to Base Rate Loans and Swingline Loans; 2005 and
(ii) upon , thereafter the initial Adjustment Date and at all times thereafter, Pricing Level shall be determined by reference to the Adjusted Leverage Ratio in accordance with as of the following charts: Adjusted last day of the most recently ended fiscal quarter of the Domestic Borrower preceding the applicable Calculation Date, and (b) if the Domestic Borrower, on behalf of itself and the Canadian Borrower, fails to provide the Officer’s Compliance Certificate as required by Section 8.2 for the most recently ended fiscal quarter of the Domestic Borrower preceding the applicable Calculation Date, the Applicable Margin Per Annum from such Calculation Date shall be based on Pricing Level VI (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 --------------------------- Level Ratio LIBOR Rate Base Rate ----- -------- ---------- --------- I Greater than or equal to 2.75 to 1.00 1.75% 0.00% II Less than 2.75 to 1.00 1.25% 0.00% Adjustments, if any, as of the last day of the most recently ended fiscal quarter of the Domestic 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 all Extensions of Credit then existing or subsequently made 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 endissued. The Administrative Agent agrees I Less than 1.25 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 1.00 0.55 % 0.00 % II Greater than or equal to give such notice shall not result in any liability 1.25 to the Administrative Agent 1.00 but less than 2.00 to 1.00 0.75 % 0.00 % III Greater than or in any way affect the validity of any such adjustment. In the event the Borrower fails equal 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 increased pursuant 2.00 to this sentence.1.00 but less than 2.50 to 1.00 0.875 % 0.00 % IV Greater than or equal to 2.50 to 1.00 but less than 3.00 to 1.00 1.00 % 0.00 % V Greater than or equal to 3.00 to 1.00 but less than 3.25 to 1.00 1.25 % 0.00 % VI Greater than or equal to 3.25 to 1.00 1.50 % 0.25 %
Appears in 1 contract
Sources: Credit Agreement (G&k Services Inc)
Applicable Margin. The Applicable Margin provided for in Section 4.1(a5.1(a) with respect to the Loans any Loan (the "Applicable Margin") shall:
shall be based upon the applicable table set forth below and shall be determined and adjusted quarterly on the date (ieach 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 period commencing most recently ended fiscal quarter of the Borrower; provided that (a) the initial Applicable Margin under the Revolving Credit Facility shall be based on Pricing Level II (as shown below) and shall remain at Pricing Level II until the first Calculation Date occurring after the Closing Date and ending on and, thereafter 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 and Swingline Loans; and
(ii) upon the initial Adjustment Date and at all times thereafter, Pricing Level shall be determined by reference to the Adjusted Leverage Ratio in accordance with as of the following charts: Adjusted last day of the most recently ended fiscal quarter of the Borrower preceding the applicable Calculation Date, (b) the initial Applicable Margin Per Annum under the Term Loan Facility shall be based on Pricing Level I (as shown below) and shall remain at Pricing Level I until the first Calculation Date occurring after the Closing Date 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 (c) 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 be based on Pricing Level I (as shown below) with respect to the Revolving Credit Facility and the Term Loan Facility 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. Except as provided in the preceding sentence, 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. Revolving Credit Facility -------------------------------------------------------------------------------- Pricing Leverage Ratio Applicable Applicable Base Level LIBOR Rate Base Rate ----- -------- ---------- --------- Margin Margin -------------------------------------------------------------------------------- I Greater than or equal to 2.75 2.50% 1.25% 1.75 to 1.00 1.75-------------------------------------------------------------------------------- II Greater than or equal to 2.25% 0.001.00% 1.00 to 1.00 but less than 1.75 to 1.00 -------------------------------------------------------------------------------- III Less than 1.00 to 1.00 2.00% 0.75% -------------------------------------------------------------------------------- Term Loan Facility -------------------------------------------------------------------------------- Pricing Leverage Ratio Applicable Applicable Base Level LIBOR Rate Margin Margin -------------------------------------------------------------------------------- I Greater than or equal to 2.75% 1.50% 1.25 to 1.00 -------------------------------------------------------------------------------- II Less than 2.75 1.25 to 1.00 2.50% 1.25% 0.00% Adjustments, if any, in the Applicable Margin shall be made 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 increased pursuant to this sentence.--------------------------------------------------------------------------------
Appears in 1 contract
Applicable Margin. On any date of determination, the percentage per annum set forth in the table below for a Prime Rate Advance or LIBOR Advance, as applicable, based upon the Debt Rating in effect on such date of determination as follows: Debt Rating Prime Rate Pricing Level S&P/▇▇▇▇▇'▇ Advance LIBOR Advance ------------- ----------- ------- ------------- 1 less than BB-/ less 0% 2.05% than Ba3 2 BB-/ Ba3 0% 1.85% 3 BB / Ba2 or better 0% 1.70% If WCI has a Debt Rating from both Rating Agencies, the less favorable to WCI of the two Debt Ratings shall determine the Applicable Margin for each particular item above. WCI shall maintain a continuous Debt Rating by at least one of the Rating Agencies. WCI shall contract with at least one of the Rating Agencies for the periodic modification and updating of its Debt Rating, and shall obtain and submit to Agent an update to the Debt Rating on or before September 30 of each year during the term of this Agreement or such other dates each year as Agent may reasonably elect. The Applicable Margin provided for in Section 4.1(a) shall be adjusted on the first Business Day after a Rating Notice Date, and Agent shall provide a written statement to Borrower, with respect a copy to the Loans (Lenders, showing the "Applicable Margin") shall:
(i) basis for the period commencing on such adjustment. Agent, Lenders and Borrower acknowledge that, as of the Closing Date and ending on Date, the date immediately preceding the initial Adjustment Date (Applicable Margins are as hereinafter defined), indicated in Pricing Level 2. No pricing modification pursuant to this definition shall be 1.25% with respect applicable to any existing LIBOR Rate Loans and 0.00% with respect to Base Rate Loans and Swingline Loans; and
(ii) upon the initial Adjustment Date and at all times thereafter, be determined by reference Advance prior to the Adjusted Leverage Ratio in accordance with the following charts: Adjusted Applicable Margin Per Annum Leverage --------------------------- Level Ratio LIBOR Rate Base Rate ----- -------- ---------- --------- I Greater than or equal to 2.75 to 1.00 1.75% 0.00% II Less than 2.75 to 1.00 1.25% 0.00% Adjustments, if any, expiration of its Interest Period. No decrease in the Applicable Margin shall be made by occur at any time that the Administrative Agent on Default Rate is applicable. If at any time (a) neither of the tenth (10th) Business Day (Rating Agencies shall have issued or confirmed a Debt Rating in writing within the “Adjustment Date”) after receipt by the Administrative Agent of financial statements for the Borrower and its Subsidiaries delivered under Section 7.1(a) previous 365 days, or (b) the rating system of both of the Rating Agencies (as opposed to the Debt Rating) shall change in such a material way that shall require modification of this definition, or (c) neither of the Rating Agencies shall perform the functions of a securities rating agency, Borrower shall then immediately notify Agent of such event and Borrower and Agent shall promptly negotiate in good faith to amend this Agreement with respect to the determination of the Debt Rating (such amendment to be approved by the Majority Lenders), as applicableand pending such amendment, and the accompanying Officer’s Compliance Certificate setting forth the Adjusted Leverage Ratio of the Borrower and its Subsidiaries applicable Debt Rating in effect as of the most recent fiscal quarter end. The Administrative Agent agrees date the applicable event described in this sentence occurred shall continue 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 increased pursuant to this sentenceapply.
Appears in 1 contract
Sources: Revolving Credit Construction Loan Agreement (Wci Communities Inc)
Applicable Margin. The term “Applicable Margin” means the 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 under this Agreement. The Applicable Margin provided for shall be 3.00% per annum until a determination is made otherwise in Section 4.1(a) accordance 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 and Swingline Loans; and
(ii) this Agreement based upon the initial Adjustment Date 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 at all times thereafterthe Term Loan will be adjusted (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, 2010. Adjustments in the Applicable Margin will be determined by reference to the Adjusted Leverage following grid: If Total Funded Debt to EBITDA Ratio in accordance is: Then Applicable Margin is: ³ 2.0:1 3.50 % ³ 1.75:1, but < 2.0:1 3.00 % ³ 1.25:1, but < 1.75:1 2.75 % < 1.25:1 2.25 % Within forty-five (45) days of the end of each Fiscal Quarter, beginning with the following charts: Adjusted Applicable Margin Per Annum Leverage --------------------------- Level Ratio LIBOR Rate Base Rate ----- -------- ---------- --------- I Greater than or equal Fiscal Quarter ending June 30, 2010, of Borrower (provided that Borrower shall have ninety (90) days after the end of each Fiscal Year thereafter), Borrower shall (a) deliver to 2.75 the Bank its Financial Statements covering such Fiscal Quarter (which shall be management prepared financial statements for purposes hereof), (b) deliver to 1.00 1.75% 0.00% II Less than 2.75 the Bank the quarterly financial covenant compliance certificate of Borrower, and (c) certify to 1.00 1.25% 0.00% Adjustments, if any, in Bank the then Total Funded Debt to EBITDA ratio of Borrower and Borrower’s determination of the Applicable Margin therefrom on such form as the Bank may from time to time specify. Borrower shall be made by also provide to the Administrative Agent on 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 “Adjustment Date”) after receipt 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 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 Bank shall be effective as of the most recent fiscal quarter end. The Administrative Agent agrees to give first day of the Borrower current Fiscal Quarter, and the Lenders notice of any adjustment in the such new Applicable Margin within two (2) Business Days shall remain in effect through the last day of such adjustment; providedcurrent Fiscal Quarter, that to be adjusted as of the Administrative Agent’s failure to give such notice shall not result first day of the following Fiscal Quarter, based upon the determination of a new Applicable Rate Margin in accordance with the above provisions. Notwithstanding the foregoing, upon any liability to the Administrative Agent or in any way affect the validity Event 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 hereofDefault, 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 increased pursuant to this sentence3.50%.”
Appears in 1 contract
Applicable Margin. The "Applicable Margin provided for in Section 4.1(aMargin" shall mean as of the Effective Date a rate per annum equal to, with respect to Advances under the Lines of Credit, the Term Loan A 200 basis points (2.00%) and, with respect to the Loans Term Loan B, 250 basis points (2.50%), and the "Applicable Margin") shall:
(i) for the period commencing Margin shall be subject to subsequent adjustment, up or down, based on the Closing Date and ending on the date immediately preceding the initial Adjustment Date (as hereinafter defined)U.S. Borrower's financial performance, be 1.25% with respect to LIBOR Rate Loans and 0.00% with respect to Base Rate Loans and Swingline Loans; and
(ii) upon the initial Adjustment Date and at all times thereafter, be determined by reference to the Adjusted Leverage Ratio in accordance Funded Debt/EBITDA Ratio, measured quarterly; that is, if the Funded Debt/EBITDA Ratio, measured for each Fiscal Quarter of the U.S. Borrower, commencing with the following charts: Adjusted Applicable Margin Per Annum Leverage --------------------------- Level Ratio LIBOR Rate Base Rate ----- -------- ---------- --------- I Greater than or equal to 2.75 to 1.00 1.75% 0.00% II Less than 2.75 to 1.00 1.25% 0.00% Adjustmentsfirst Fiscal Quarter ending after the Effective Date, if any, in the Applicable Margin shall be made 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), is 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 hereofdescribed below, the Applicable Margin shall be the highest margin appearing opposite said Funded Debt/EBITDA Ratio: Applicable Margin set forth above until ---------------------------------------------------------------------- Funded Debt/ Lines of Credit, Level EBITDA Ratio and Term Loan A Term Loan B ------ ------------------- ------------------ ----------------- I <1.75:1.00 2.00% 2.50% II >1.75:1.00, but 2.50% 3.00% < 2.25:1.00 III >2.25:1.00 2.75% 3.25% Lender shall determine whether any adjustment to the delivery of Applicable Margin is to be made quarterly, based on the U.S. Borrower's financial statements for each Fiscal Quarter delivered to Lender pursuant to Section 4.2; provided that if 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 not timely delivered to Lender, then an adjustment to the Applicable Margin shall not be increased pursuant made based on an assumed delivery of said financial statements reflecting a Funded Debt/EBITDA Ratio of greater than 2.25:1.0; i.e., Level III above. Each such adjustment to this sentence.the Applicable Margin shall become effective as of the first day of the calendar month following the date on which such financial statements are delivered (or deemed delivered) to Lender, and shall remain effective unless and until any subsequent adjustment
Appears in 1 contract
Applicable Margin. The Applicable Margin provided for in Section 4.1(a5.1(a) with respect to the Loans any Loan (the "Applicable Margin") shall:
shall be based upon the table set forth below and shall be determined and adjusted quarterly on the date (ieach 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 commencing on ended June 30, 2003 and, thereafter 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 and Swingline Loans; and
(ii) upon the initial Adjustment Date and at all times thereafter, Pricing Level shall be determined by reference to the Adjusted Leverage Ratio in accordance with as of the following charts: Adjusted 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 Per Annum 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 Leverage --------------------------- Level Ratio LIBOR Rate Base Rate ----- -------- ---------- --------- I Greater than or equal to 2.75 to 1.00 1.75% 0.00% II Less than 2.75 to 1.00 1.25% 0.00% Adjustments, if any, as of the last day of 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 all Extensions of Credit then existing or subsequently made 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)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, as applicablebut 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, 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 but 2.75% 1.50% 4.00% 2.75% less than or equal 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 2.50 to give such notice shall not result in any liability 1.00 I Less than or equal 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 increased pursuant to this sentence.2.00 2.50% 1.25% 4.00% 2.75%
Appears in 1 contract
Applicable Margin. The Applicable Margin provided for in Section 4.1(aFor purposes of calculating (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% interest rate payable with respect to Base Rate Loans, LIBOR Rate Loans or IBOR Rate Loans, and Swingline Loans(b) the Unused Line Fee in connection with Section 2.2 hereof, the corresponding percentage set forth below, as shall be determined and adjusted quarterly on the date (each a “Calculation Date”) ten (10) Business Days after the date of receipt by the Administrative Agent from LTI of the Compliance Certificate for the most recently ended fiscal quarter of LTI; provided that (x) for the period from the Closing Date to but not including the Calculation Date for the fiscal year ending December 31, 2004, the Applicable Margin shall be based on Pricing Level II (as shown below) and
(ii) upon the initial Adjustment Date and at all times , thereafter, the Applicable Margin shall be determined by reference to the Adjusted Leverage Ratio in accordance with as of the following charts: Adjusted 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 Per Annum 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 shall be determined by reference to the Leverage --------------------------- Level Ratio LIBOR Rate Base Rate ----- -------- ---------- --------- I Greater than or equal to 2.75 to 1.00 1.75% 0.00% II Less than 2.75 to 1.00 1.25% 0.00% Adjustmentsas of the last day of the most recently ended fiscal quarter of LTI preceding such Calculation Date. Except as previously described in the event of tardy delivery of a Compliance Certificate, if any, 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 Loans then existing or subsequently made 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 Unused Line Fees accruing on or in any way affect the validity of any after such adjustmentCalculation Date. In the event the Borrower fails I Greater than 2.50:1.00 0.50 % 1.75 % 0.375 % II Less than or equal 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 increased pursuant 2.50:1.00 but greater than 1.50:1.00 0.00 % 1.50 % 0.25 % III Less than or equal to this sentence.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. The Applicable Margin provided for in Section 4.1(a5.1(a) with respect to the Loans any Loan (the "“Applicable Margin"”) shall:
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 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 period most recently ended Fiscal Quarter of the Borrower; provided, however, that (A) commencing on the Closing Date and ending Fourth Amendment Effective Date, the Applicable Margin shall be based on the date immediately preceding the initial Adjustment Date Pricing Level IV (as hereinafter defined)shown below) and shall remain at Pricing Level IV until the first Calculation Date occurring after the Fourth Amendment Effective Date and, be 1.25% with respect to LIBOR Rate Loans and 0.00% with respect to Base Rate Loans and Swingline Loans; and
(ii) upon thereafter the initial Adjustment Date and at all times thereafter, Pricing Level shall be determined by reference to the Adjusted Leverage Debt to EBITDAR Ratio in accordance with as of the following charts: Adjusted 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 Per Annum Leverage --------------------------- 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 Adjusted Debt to EBITDAR Ratio LIBOR Rate Base Rate ----- -------- ---------- --------- as of the last day of the most recently ended Fiscal Quarter of the Borrower preceding such Calculation Date. Subject to Sections 5.1(c)(ii)(A) and (B) in the preceding sentence, 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. Pricing Grid I Greater than or equal to 2.75 5.25 to 1.00 1.753.250 % 0.004.000 % 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 2.75 4.00 to 1.00 1.252.000 % 0.00% Adjustments, if any, in the Applicable Margin shall be made by the Administrative Agent on the tenth 2.750 %
(10thg) Business Day Amendment to Section 5.3. Section 5.3(a) (the “Adjustment DateCommitment Fee”) after receipt by the Administrative Agent of financial statements for the Borrower is hereby deleted in its entirety and its Subsidiaries delivered under Section 7.1(a) or (b), replaced 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 increased pursuant to this sentence.follows:
Appears in 1 contract
Sources: Fourth Amendment (O Charleys Inc)
Applicable Margin. The term “Applicable Margin” means the 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 under this Agreement. The Applicable Margin provided for in Section 4.1(a) shall be 4.25% per annum with respect to the Loans (the "Applicable Margin") shall:
(i) for the period commencing on the Closing Date Revolving Line of Credit Loan, and ending on the date immediately preceding the initial Adjustment Date (as hereinafter defined), be 1.253.75% with respect to LIBOR Rate Loans and 0.00% the Term Loan, until a determination is made otherwise in accordance with respect to Base Rate Loans and Swingline Loans; and
(ii) this Agreement based upon the initial Adjustment Date ratio of Total Funded Debt to EBITDA as of the Fiscal Quarter ending March 31, 2010. The Applicable Margin for both the Revolving Line of Credit Loan and at all times thereafterthe Term Loan will be adjusted (up or down) on a quarterly basis as determined by Borrower’s Total Funded Debt to EBITDA ratio beginning with the Fiscal Quarter ending March 31, 2010. Adjustments in the Applicable Margin will be determined by reference to the Adjusted Leverage following grid: If Total Funded Debt to EBITDA Ratio in accordance with the following chartsis: Adjusted Then Applicable Margin Per Annum Leverage --------------------------- Level Ratio LIBOR Rate Base Rate ----- -------- ---------- --------- I is: Greater than or equal to 2.75 2.0:1 4.25% with respect to 1.00 1.75the Revolving Line of Credit Loan and 3.75% 0.00with respect to the Term Loan Greater than 1.25:1 but less than 2.0:1 3.50% II Less than 2.75 or equal to 1.00 1.251.25:1 2.50% 0.00% AdjustmentsWithin forty-five (45) days of the end of each Fiscal Quarter, if anybeginning with the Fiscal Quarter ending March 31, in 2010, of Borrower (provided that Borrower shall have ninety (90) days after the end of each Fiscal Year thereafter), Borrower shall (a) deliver to the Bank 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 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 provide to the Bank such other reasonable information as the Bank may request of Borrower to verify its determination of the Applicable Margin shall be made by the Administrative Agent on Margin. As of the tenth (10th) Business Day (after the “Adjustment Date”) after receipt 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 Administrative Agent of financial statements for the Borrower Bank shall be effective as to all then outstanding LIBOR Advances and its Subsidiaries delivered under Section 7.1(a) or (b), as applicableall new LIBOR Advances thereafter made, 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 such new Applicable Margin within two (2) Business Days shall remain in effect through the next date upon which the determination of such adjustment; provideda new Applicable Margin becomes effective in accordance with the above provisions. Notwithstanding the foregoing, that the Administrative Agent’s failure to give such notice shall not result in upon any liability to the Administrative Agent or in any way affect the validity Event 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 hereofDefault, the Applicable Margin with respect to the Revolving Line of Credit Loan shall be the highest Applicable Margin set forth above until the delivery of such financial statements 4.25% 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 with respect to the Term Loan shall not be increased pursuant to this sentence3.75%.”
Appears in 1 contract
Applicable Margin. (i) The Applicable Margin provided for in Section 4.1(a5.1(a) with respect to any Revolving Credit Loan, Swingline Loan or Term Loan shall be based upon the Loans (Leverage Ratio as of the "Applicable Margin") shall:
(i) for end of the period commencing on the Closing Date and ending on the date fiscal quarter immediately preceding the initial Adjustment Date (delivery of the financial statements and the accompanying Officer’s Compliance Certificate for such fiscal quarter, as hereinafter defined), be 1.25follows: I Greater than 2.50 to 1.00 1.625 % with respect to LIBOR Rate Loans and 0.000.625 % with respect to Base Rate Loans and Swingline Loans; and
(ii) upon the initial Adjustment Date and at all times thereafter, be determined by reference to the Adjusted Leverage Ratio in accordance with the following charts: Adjusted Applicable Margin Per Annum Leverage --------------------------- Level Ratio LIBOR Rate Base Rate ----- -------- ---------- --------- I II Greater than or equal to 2.75 1.50 to 1.00 1.75but less than or equal to 2.50 to 1.00 1.375 % 0.000.375 % II III Less than 2.75 1.50 to 1.00 1.251.125 % 0.00% 0.125 %
(ii) Adjustments, if any, in the Applicable Margin shall be made by the Administrative Agent on the tenth date (10th) Business Day (the each a “Adjustment Calculation Date”) ten (10) Business Days after receipt by the Administrative Agent of date on which the Borrower provides quarterly financial statements for of the Borrower and its Subsidiaries delivered under Section 7.1(a) or (b), as applicable, and the an accompanying Officer’s Compliance Certificate setting forth the Adjusted Leverage Ratio of the Borrower and its Subsidiaries for the most recently ended fiscal quarter of the Borrower and its Subsidiaries; provided that (A) the Applicable Margin shall be based on Pricing Level II until the first Calculation Date occurring after the Closing Date and, thereafter the Pricing Level shall be determined by reference to the Leverage Ratio as of the last day of the most recent recently ended fiscal quarter end. The Administrative Agent agrees to give of the Borrower preceding the applicable Calculation Date, and the Lenders notice of any adjustment in the Applicable Margin within two (2B) 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 if the Borrower fails to deliver such financial statements and certificate within provide the time Officer’s Compliance Certificate as required by Sections 7.1 Section 8.2 for the most recently ended fiscal quarter of the Borrower and 7.2 hereofits Subsidiaries preceding the applicable Calculation Date, the Applicable Margin shall be the highest Applicable Margin set forth above based on Pricing Level I (as shown above) from such Calculation Date until the delivery of such financial statements and certificate unless at such time the outstanding principal balance of the Loans are bearing interest as an appropriate Officer’s Compliance Certificate is provided, at the “default rate” set forth in Section 4.1(d) below in which case time the Applicable Margin shall not be increased pursuant determined by reference to this the Leverage Ratio as of the last day of the most recently ended fiscal quarter of the Borrower and its Subsidiaries preceding such Calculation Date. Except as provided in the preceding sentence, the Applicable Margin shall be effective from one Calculation Date until the next Calculation Date.
Appears in 1 contract
Applicable Margin. The applicable margin (the “Applicable Margin Margin”) provided for in Section 4.1(a5.1(a) with respect to the Loans (the "Applicable Margin") shall:
to: (i) for any Initial Term Loan that is a LIBOR Rate Loan shall be 2.00%, (ii) any Initial Term Loan that is a Base Rate Loan shall be 1.00%, (iii) any Incremental Term Loan of any Series made after the period commencing on date of the Closing Date consummation of the Acquisition shall be as agreed upon at the time the Incremental Term Loan Commitments of such Series are established pursuant to Section 14.23 and ending (iv) any Revolving Credit Loan shall be based upon the table set forth below and shall be determined and adjusted quarterly on the date immediately preceding (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 Adjustment Date Applicable Margin for the Revolving Credit Loans shall be based on Pricing Level IV (as hereinafter defined)shown below) and shall remain at Pricing Level IV until receipt by the Administrative Agent of the Officer’s Compliance Certificate for the Fiscal Quarter ending on or nearest to June 30, be 1.25% with respect to LIBOR Rate Loans and 0.00% with respect to Base Rate Loans and Swingline Loans; 2007 and
(ii) upon , thereafter the initial Adjustment Date and at all times thereafter, Pricing Level shall be determined by reference to the Adjusted Total Leverage Ratio in accordance with as of the following charts: Adjusted 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 Per Annum for the Revolving Credit Loans from such Calculation Date shall be based on Pricing Level VI (as shown below) until such time as an appropriate Officer’s Compliance Certificate is provided, at which time (but with no retroactive effect) the Pricing Level shall be determined by reference to the Total Leverage --------------------------- Level Ratio LIBOR Rate Base Rate ----- -------- ---------- --------- I Greater than or equal to 2.75 to 1.00 1.75% 0.00% II Less than 2.75 to 1.00 1.25% 0.00% Adjustments, if any, as of the last day of the most recently ended Fiscal Quarter preceding such Calculation Date. The Applicable Margin for the Revolving Credit Loans shall be effective from one Calculation Date until the next Calculation Date. Any adjustment in the Applicable Margin shall be applicable to all Revolving Credit Loans then existing or subsequently made 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)issued. V Greater than 5.00 to 1.00 2.50 % 1.50 % IV Greater than 3.00 to 1.00, as applicablebut less than or equal to 5.00 to 1.00 2.25 % 1.25 % III Greater than 2.50 to 1.00, 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 but less than or equal to give the Borrower and the Lenders notice of any adjustment in the Applicable Margin within two (2) Business Days of such adjustment; provided3.00 to 1.00 2.00 % 1.00 % II Greater than 2.00 to 1.00, that the Administrative Agent’s failure but less than or equal to give such notice shall not result in any liability 2.50 to the Administrative Agent 1.00 1.75 % 0.75 % I Less than or in any way affect the validity of any such adjustment. In the event the Borrower fails equal 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 increased pursuant to this sentence.2.00 1.50 % 0.50 %
Appears in 1 contract
Sources: Credit Agreement (Geo Group Inc)
Applicable Margin. The Applicable Margin applicable margin per annum provided for in Section 4.1(a5.1(a) with respect to the Loans any Loan (the "Applicable Margin") shall:
(i) for shall be based upon the period commencing on table set forth below by reference to the Closing Date Total Leverage Ratio and ending adjusted quarterly on the date immediately preceding (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 that (a) the initial Adjustment Date Applicable Margin shall be based on Pricing Level I (as hereinafter defined), be 1.25% set forth below) and shall remain at Pricing Level I (as set forth below) until the Calculation Date with respect to LIBOR Rate Loans the fiscal quarter ending June 30, 2002 and 0.00% with respect to Base Rate Loans and Swingline Loans; and
(ii) upon the initial Adjustment Date and at all times thereafter, thereafter shall be determined by reference to the Adjusted Total Leverage Ratio in accordance with as of the following charts: Adjusted 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 Per Annum 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 Total Leverage --------------------------- Level Ratio LIBOR Rate Base Rate ----- -------- ---------- --------- I Greater than or equal to 2.75 to 1.00 1.75% 0.00% II Less than 2.75 to 1.00 1.25% 0.00% Adjustments, if any, as of the last day of 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 all Advances then existing or subsequently made 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)issued. ------------------------------------------------------------------------------------------------------------------ LIBOR FOR BASE RATE FOR BASE RATE FOR TOTAL REVOLVING REVOLVING LIBOR FOR TERM LOAN PRICING LEVEL LEVERAGE RATIO CREDIT FACILITY CREDIT FACILITY TERM LOAN FACILITY FACILITY ------------- -------------- --------------- --------------- ------------------ -------- ------------------------------------------------------------------------------------------------------------------ Level I Greater than 3.0 2.75% 1.50% 3.25% 2.00% to 1.0 ------------------------------------------------------------------------------------------------------------------ Level II Less than or 2.50% 1.25% 3.00% 1.75% equal to 3.0 to 1.0, 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 but greater than 2.5 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 1.0 ------------------------------------------------------------------------------------------------------------------ Level III Less than or 2.25% 1.00% 2.75% 1.50% equal to give such notice shall not result in any liability 2.5 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 increased pursuant to this sentence.1.0 ------------------------------------------------------------------------------------------------------------------
Appears in 1 contract
Sources: Credit Agreement (Veridian Corp)
Applicable Margin. The Applicable Margin provided for in Section 4.1(aFor purposes of calculating (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% interest rate payable with respect to Base Rate Loans, LIBOR Rate Loans or IBOR Rate Loans, and Swingline Loans(b) the Unused Line Fee in connection with Section 2.2 hereof, the corresponding percentage set forth below, as shall be determined and adjusted quarterly on the date (each a “Calculation Date”) ten (10) Business Days after the date of receipt by the Administrative Agent from LTI of the Compliance Certificate for the most recently ended fiscal quarter of LTI; provided that (x) for the period from the Closing Date to but not including the Calculation Date for the fiscal year ending December 31, 2004, the Applicable Margin shall be based on Pricing Level II (as shown below) and
(ii) upon the initial Adjustment Date and at all times , thereafter, the Applicable Margin shall be determined by reference to the Adjusted Leverage Ratio in accordance with as of the following charts: Adjusted 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 Per Annum 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 shall be determined by reference to the Leverage --------------------------- Level Ratio LIBOR Rate Base Rate ----- -------- ---------- --------- I Greater than or equal to 2.75 to 1.00 1.75% 0.00% II Less than 2.75 to 1.00 1.25% 0.00% Adjustmentsas of the last day of the most recently ended fiscal quarter of LTI preceding such Calculation Date. Except as previously described in the event of tardy delivery of a Compliance Certificate, if any, 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 Loans then existing or subsequently made 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 Unused Line Fees accruing on or in any way affect the validity of any after such adjustmentCalculation Date. In the event the Borrower fails I Greater than 2.50:1.00 0.50 % 1.75 % 0.375 % II Less than or equal 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(d2.50:1.00 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 %) below in which case the Applicable Margin shall not be increased pursuant to this sentence.1.00 % 0.20 %
Appears in 1 contract
Sources: Credit Agreement (Lionbridge Technologies Inc /De/)
Applicable Margin. The Applicable Margin provided shall be in effect for each period commencing on an Adjustment Date through the date immediately preceding the next Adjustment Date (each a "RATE ADJUSTMENT PERIOD") based on a determination of the Fixed Charge Coverage Ratio and the Senior Debt Rating. The Fixed Charge Coverage Ratio shall be determined as at the end of the fiscal period for which financial statements and a Compliance Certificate have most recently been delivered to the Agent pursuant to Section 6.4 and the Senior Debt Rating shall be determined as of the last day of the preceding Rate Adjustment Period. The Applicable Margin shall be the applicable rate PER ANNUM, corresponding to the lower of the Levels set forth in Section 4.1(athe table below (with Level I being the lowest level and Level VI being the highest level) corresponding to the Fixed Charge Coverage Ratio or the Senior Debt Rating, PROVIDED THAT if the Fixed Charge Coverage Ratio and Senior Debt Rating are more than one Level apart, the Applicable Margin shall be one Level below the higher of the two applicable Levels. In the event that the Senior Debt Ratings assigned by ▇▇▇▇▇'▇ and S&P are not equivalent, the following criteria shall determine which Level shall be applicable to the Senior Debt Rating: (a) if the Senior Debt Ratings are one Level apart, the Level applicable to the Senior Debt Rating shall be the lower of the two Levels and (b) if the Senior Debt Ratings are more than one Level apart, the Level applicable to the Senior Debt Rating shall be one Level below the higher of the two Levels. For purposes of clarity, the parties hereto acknowledge that (i) the Applicable Margin with respect to Eurodollar Rate Loans shall be the Loans rate per annum set forth in column D in the table below, (ii) the "Applicable Margin"Facility Fee shall be the rate per annum set forth in column E in the table below and (iii) shall:
the Utilization Fee shall be the rate per annum set forth in column F. ------------- ------------------- ------------------------ ---------------- ----------------- -------------------- A B C D E F ------------- ------------------- ------------------------ ---------------- ----------------- -------------------- LEVEL FIXED CHARGE SENIOR DEBT RATING EURODOLLAR FACILITY FEE UTILIZATION FEE COVERAGE RATIO RATE LOANS ------------- ------------------- ------------------------ ---------------- ----------------- -------------------- I greater than or equal to 2.75:1 S&P: A- 0.350% 0.100% 0.050% ▇▇▇▇▇'▇: A3 or better ------------- ------------------- ------------------------ ---------------- ----------------- -------------------- II greater than or equal to 2.50:1 S&P: BBB+ 0.525% 0.125% 0.100% and ▇▇▇▇▇'▇: Baa1 or better less than 2.75:1 ------------- ------------------- ------------------------ ---------------- ----------------- -------------------- III greater than or equal to 2.25:1 S&P: BBB 0.650% 0.150% 0.075% and ▇▇▇▇▇'▇: Baa2 or better less than 2.50:1 ------------- ------------------- ------------------------ ---------------- ----------------- -------------------- IV greater than or equal to 2.00:1 S&P: BBB- 0.800% 0.200% 0.125% and ▇▇▇▇▇'▇: Baa3 or better less than 2.25:1 ------------- ------------------- ------------------------ ---------------- ----------------- -------------------- V greater than or equal to 1.75:1 S&P: BB+ 0.950% 0.300% 0.250% and ▇▇▇▇▇'▇: Ba1 or better less than 2.00:1 ------------- ------------------- ------------------------ ---------------- ----------------- -------------------- VI less than 1.75:1 lower than 1.100% 0.350% 0.300% S&P: BB+ ▇▇▇▇▇'▇: Ba1 or unrated ------------- ------------------- ------------------------ ---------------- ----------------- -------------------- Notwithstanding the foregoing, (iA) for the period commencing on the Closing Date and ending on through the date immediately preceding the initial first Adjustment Date (as hereinafter defined)to occur after the date which is six months from the Closing Date, be 1.25% with respect to LIBOR Rate Loans and 0.00% with respect to Base Rate Loans and Swingline Loans; and
(ii) upon the initial Adjustment Date and at all times thereafter, be determined by reference to the Adjusted Leverage Ratio in accordance with the following charts: Adjusted Applicable Margin Per Annum Leverage --------------------------- Level Ratio LIBOR Rate Base Rate ----- -------- ---------- --------- I Greater than or equal to 2.75 to 1.00 1.75% 0.00% II Less than 2.75 to 1.00 1.25% 0.00% Adjustments, if any, in the Applicable Margin shall be made by that corresponding to Level III in 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 applicabletable above, 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 (2B) 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 if the Borrower fails to deliver any Compliance Certificate pursuant to Section 6.4(c) hereof then, for the period commencing on the date such financial statements and certificate within Compliance Certificate was due through the time required by Sections 7.1 and 7.2 hereofdate immediately preceding the Adjustment Date that occurs immediately following the date on which such Compliance Certificate is delivered, the Applicable Margin shall be the highest Applicable Margin set forth above until corresponding to Level VI above. APPLICABLE PENSION LEGISLATION. At any time, any pension or retirement benefits legislation (be it national, federal, provincial, territorial or otherwise) then applicable to the delivery Borrower or any 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 increased pursuant to this sentenceits Subsidiaries.
Appears in 1 contract
Applicable Margin. The Applicable Margin provided Based upon, and three (3) Business Days following receipt by the Agent (the date of the effectiveness of any Performance Adjustment, a "PERFORMANCE ADJUSTMENT DATE") of, (a) beginning with the Borrower's financial statements as hereafter described for in Section 4.1(athe fiscal quarter of the Borrower ending December 31, 1997, (i) with respect to the Loans first three fiscal quarters of each fiscal year, the Borrower's quarterly unaudited consolidated and consolidating financial statements pursuant to SECTION 9.4(B) hereof and (the "Applicable Margin"ii) 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 the last fiscal quarter of each fiscal year, the Borrowers' annual audited consolidated and 0.00% consolidating financial statements pursuant to SECTION 9.4(A) hereof, and (b) a certificate of the chief financial officer of the Borrower setting forth calculations of the financial information set forth below (the Borrower also hereby agreeing to provide to the Agent, simultaneously with respect to the delivery of such certificate, telephonic notice of any Performance Adjustments based upon such calculations), the Base Rate Loans Applicable Margin, the Eurodollar Applicable Margin and Swingline Loans; and
(ii) upon the initial Adjustment Date and at all times thereafter, Commitment Fee shall be determined by reference subject to the Adjusted Leverage Ratio adjustment in accordance with the following charts: Adjusted provisions of this paragraph (each such adjustment, a "PERFORMANCE ADJUSTMENT"). The Eurodollar Applicable Margin, the Base Rate Applicable Margin Per Annum Leverage --------------------------- Level Ratio LIBOR Rate Base Rate ----- -------- ---------- --------- I Greater than or equal and the Commitment Fee with respect to 2.75 to 1.00 1.75% 0.00% II Less than 2.75 to 1.00 1.25% 0.00% Adjustments, if any, in any period following any Performance Adjustment Date until the Applicable Margin next succeeding Performance Adjustment Date shall be made 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) the table below on the line furthest down in such table with respect to which case the Applicable Margin Funded Debt Ratio for the fiscal quarter most recently ended prior to such possible Performance Adjustment Date shall not be increased pursuant less than the ratio set forth on such line in such table: ----------------------------------------------------------------------- BASE RATE FUNDED DEBT EURODOLLAR APPLICABLE COMMITMENT RATIO APPLICABLE MARGIN MARGIN FEE ----------------------------------------------------------------------- equal to this sentence.or greater than 3.00:1.00 2.50% 1.00% 0.50% ----------------------------------------------------------------------- equal to or greater than 2.50:1.00 but less than 3.00:1.00 2.25% 0.75% 0.375% ----------------------------------------------------------------------- equal to or greater than 2.00:1.00 but less than 2.50:1.00 2.00% 0.50% 0.375% ----------------------------------------------------------------------- less than 2.00:1.00 1.75% 0.25% 0.25% -----------------------------------------------------------------------
Appears in 1 contract
Sources: Revolving Credit and Term Loan Agreement (CRC Evans International Inc)
Applicable Margin. The Applicable Margin provided for in Section 4.1(a5.1(a) with respect to the Loans any Loan and in Section 2.5(d) with respect to any Acceptance Fee applicable to any Canadian BA Borrowing (the "Applicable Margin") shall:
(i) for shall be based upon the period commencing on the Closing Date table set forth below and ending shall be determined and adjusted quarterly on the date immediately preceding (each a "Calculation Date") ten (10) Business Days after the date by which the Domestic Borrower, on behalf of itself and the Canadian Borrower, is required to provide an Officer's Compliance Certificate for the most recently ended fiscal quarter of the Domestic Borrower; provided, however, that (a) the initial Adjustment Date Applicable Margin shall be based on Pricing Level III (as hereinafter defined)shown below) and shall remain at Pricing Level III until the first Calculation Date occurring after the fiscal quarter ending June 30, be 1.25% with respect to LIBOR Rate Loans and 0.00% with respect to Base Rate Loans and Swingline Loans; 2002 and
(ii) upon , thereafter the initial Adjustment Date and at all times thereafter, Pricing Level shall be determined by reference to the Adjusted Leverage Ratio in accordance with as of the following charts: Adjusted last day of the most recently ended fiscal quarter of the Domestic Borrower preceding the applicable Calculation Date, and (b) if the Domestic Borrower, on behalf of itself and the Canadian Borrower, fails to provide the Officer's Compliance Certificate as required by Section 8.2 for the most recently ended fiscal quarter of the Domestic Borrower preceding the applicable Calculation Date, the Applicable Margin Per Annum 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 Domestic 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 all Extensions of Credit then existing or subsequently made or issued. --------------------------------- Applicable Margin ----------------------------------------------------------------------------------------------------------------- Pricing Level Leverage Ratio LIBOR Rate Base Rate ----- -------- ---------- --------- and and Canadian Base Acceptance Rate Fee ================================================================================================================= I Greater than or equal to 2.75 to 1.00 1.75% 0.00% 1.750 0.500 ----------------------------------------------------------------------------------------------------------------- II Less Greater than or equal to 2.25 to 1.00 but less than 2.75 to 1.00 1.25% 0.00% Adjustments, if any, in the Applicable Margin shall be made 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) 1.500 0.250 ----------------------------------------------------------------------------------------------------------------- III Greater than 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 equal 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 1.75 to give such notice shall not result in any liability 1.00 but less than 2.25 to the Administrative Agent or in any way affect the validity of any such adjustment. In the event the Borrower fails 1.00 1.250 0.000 ----------------------------------------------------------------------------------------------------------------- IV Less than 1.75 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 increased pursuant to this sentence.1.00 1.000 0.000 -----------------------------------------------------------------------------------------------------------------
Appears in 1 contract
Sources: Credit Agreement (G&k Services Inc)
Applicable Margin. The Applicable Margin applicable margin per annum provided for in Section 4.1(a5.1(a) with respect to the Loans any Loan (the "Applicable Margin") shall:
shall be based upon the table set forth below by reference to the Leverage Ratio 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 Borrowers and their Subsidiaries; provided that (a) the initial Applicable Margin shall be (i) 4.00% 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 all Base Rate Loans and Swingline Loans; and
(ii) upon 5.00% for all LIBOR Rate Loans until the initial Adjustment Stage Two Effective Date and at all times thereafter, thereafter shall be determined by reference to the Adjusted Leverage Ratio in accordance with as of the following charts: Adjusted last day of the most recently ended fiscal quarter of the Borrowers and their Subsidiaries preceding the applicable Calculation Date, and (b) if the Borrowers fail to provide the Officer's Compliance Certificate as required by Section 7.2 for the most recently ended fiscal quarter of the Borrowers and their Subsidiaries preceding the applicable Calculation Date, the Applicable Margin Per Annum from such Calculation Date shall be based on Tier I (as shown below) until such time as an appropriate Officer's Compliance Certificate is provided, at which time the Tier shall be determined by reference to the Leverage --------------------------- Level Ratio as of the last day of the most recently ended fiscal quarter of the Borrowers and their Subsidiaries 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 all Advances then existing or subsequently made or issued.: Applicable Applicable Margin for Base Margin for Tier Leverage Ratio Rate Loans LIBOR Rate Base Rate ----- -------- ---------- --------- Loans ---- ------------------------ --------------- ----------- I Greater than or equal to 2.75 2.00 to 1.00 1.754.00% 0.005.00% II Less than 2.75 2.00 to 1.00 1.25but greater than or equal to 1.50 to 1.00 3.50% 0.004.50% Adjustments, if any, in the Applicable Margin shall be made 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 III Less than 1.50 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 increased pursuant to this sentence.1.00 3.00% 4.00%
Appears in 1 contract
Sources: Credit Agreement (Knology Inc)
Applicable Margin. 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 and Swingline Loans; and
(ii) upon the initial Adjustment Date and at all times thereafter, be determined by reference to the Adjusted Leverage Ratio in accordance with the following charts: Adjusted Applicable Margin Per Annum Leverage --------------------------- Level Ratio LIBOR Rate Base Rate ----- -------- ---------- --------- I Greater than or equal to 2.75 to 1.00 1.75% 0.00% II Less than 2.75 to 1.00 1.25% 0.00% Adjustments, if any, in the Applicable Margin shall be made 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 hereofInitially, 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” applicable rate per annum, corresponding to Level III set forth in Section 4.1(d) below in which case the table below; thereafter, the Applicable Margin shall be in effect for each period commencing on an Adjustment Date through the date immediately preceding the next Adjustment Date (each a “Rate Adjustment Period”) based on a determination of the Senior Debt Rating by ▇▇▇▇▇’▇ and S&P. The Senior Debt Rating shall be determined as of the last day of the preceding Rate Adjustment Period. The Applicable Margin shall be the applicable rate per annum corresponding to the higher of the Levels set forth in the table below (with Level I being the highest level and Level V being the lowest level) corresponding to the Senior Debt Rating. In the event that the Senior Debt Ratings assigned by ▇▇▇▇▇’▇ and S&P are not equivalent, the following criteria shall determine which Level shall be increased pursuant applicable: (a) if the Senior Debt Ratings are one Level apart, the Level applicable to this sentencethe Senior Debt Rating shall be the higher of the two Levels and (b) if the Senior Debt Ratings are more than one Level apart, the Level applicable to the Senior Debt Rating shall be one Level below the higher of the two Levels. If the Borrower has only one Senior Debt Rating, then the Level applicable to such Senior Debt Rating shall apply. If the Borrower has no Senior Debt Rating, Level V shall apply. For purposes of clarity, the parties hereto acknowledge that (i) the Applicable Margin with respect to Eurocurrency Rate Loans shall be the rate per annum set forth in column C in the table below, (ii) the Applicable Margin with respect to Base Rate Loans shall be the rate per annum set forth in column D in the table below, (iii) the Facility Fee shall be the rate per annum set forth in column E in the table below, and (iv) the Letter of Credit Fee with respect to standby Letters of Credit shall be the rate per annum set forth in column F in the table below. Applicable Pension Legislation. At any time, any pension or retirement benefits legislation (be it national, federal, provincial, territorial or otherwise) to the extent then applicable to the Borrower or any of its Subsidiaries.
Appears in 1 contract
Sources: Credit Agreement (Staples Inc)
Applicable Margin. The Applicable Margin provided for in Section 4.1(a) with respect to the Loans (the "Applicable Margin") shall:
(i) for the period commencing Commencing on the Closing Date and ending on first day of 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 and Swingline Loans; and
(ii) upon the initial Adjustment Date and at all times thereafter, be determined by reference to the Adjusted Leverage Ratio in accordance with the month following charts: Adjusted Applicable Margin Per Annum Leverage --------------------------- Level Ratio LIBOR Rate Base Rate ----- -------- ---------- --------- I Greater than or equal to 2.75 to 1.00 1.75% 0.00% II Less than 2.75 to 1.00 1.25% 0.00% Adjustments, if any, in the Applicable Margin shall be made by the Administrative Agent on the tenth (10th) Business Day (the “Adjustment Date”) after Agent’s receipt by the Administrative Agent of financial statements for the Borrower Fiscal Year ending February 1, 2020, the following pricing grid shall determine the applicable margin for Loans consisting of each of LIBOR Loans and its Subsidiaries delivered under Section 7.1(a) or Base Rate Loans (b), as applicable, the “Applicable Margin”): I ≥ 1.20:1.00 and ≥ 12.5% of then-existing Borrowing Base 4.00% 3.00% The Fixed Charge Coverage Ratio referred to in the accompanying Officer’s Compliance Certificate setting forth the Adjusted Leverage Ratio of the Borrower and its Subsidiaries pricing grid above shall be determined on a rolling twelve-month basis as of the then most-recently ended month for which Agent has received financial statements. The calculation of Fixed Charge Coverage Ratio shall be to Agent’s satisfaction from the financial statements Borrower have delivered to Agent for the most recent fiscal quarter endmonth then ended. The Administrative Agent agrees to give Notwithstanding the Borrower and the Lenders notice of any adjustment in the Applicable Margin within two foregoing, (2a) 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 if Borrower fails to deliver such the financial statements and the related compliance certificate within necessary to determine the time Fixed Charge Coverage Ratio by the respective date required by Sections 7.1 and 7.2 hereofunder the Loan Agreement with respect to any month, the Applicable Margin shall be the highest Applicable Margin rates corresponding to the pricing set forth in “Level 3” of the pricing grid above until the delivery of such financial statements and compliance 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(ddelivered, and (b) below in which case no reduction to the Applicable Margin shall not become effective at any time when an Event of Default has occurred and is continuing. If, as a result of any restatement of or other adjustment to the financial statements of the Loan Parties or for any other reason, Agent determines that (a) the Fixed Charge Coverage Ratio as calculated by Borrowers as of any applicable date was inaccurate and (b) a proper calculation of the Fixed Charge Coverage Ratio would have resulted in different pricing for any period, then (i) if the proper calculation of the Fixed Charge Coverage Ratio would have resulted in higher pricing for such period, Borrower shall automatically and retroactively be increased obligated to pay to Agent, promptly on demand by Agent, 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; and (ii) if the proper calculation of the Fixed Charge Coverage Ratio would have resulted in lower pricing for such period, Agent shall have no obligation to repay any interest or fees to Borrowers but shall apply any such overpayment to any Early Payment/Termination Premium subsequently owing to Agent (if any); provided that if, as a result of any restatement or other event a proper calculation of the Fixed Charge Coverage Ratio would have resulted in higher pricing for one or more periods and lower pricing for one or more other periods (due to the shifting of income or expenses from one period to another period or any similar reason), then the amount payable by Borrowers pursuant to this sentenceclause (i) above shall be based upon the excess, if any, of the amount of interest and fees that should have been paid for all applicable periods over the amount of interest and fees paid for all such periods. Average Excess Availability referred to in the pricing grid above shall mean average Excess Availability for the most-recently ended month as determined by reference to the weekly Borrowing Base Certificates submitted to (and validated by) Agent for such month.
Appears in 1 contract
Sources: Loan and Security Agreement (Kaspien Holdings Inc.)
Applicable Margin. The Applicable Margin provided for in Section 4.1(a5.1(a) with respect to the Loans any Loan (the "Applicable Margin") shall:
shall be based upon the table set forth below and shall be determined and adjusted quarterly on the date (ieach 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 commencing on ended December 28, 2003 and, thereafter 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 and Swingline Loans; and
(ii) upon the initial Adjustment Date and at all times thereafter, Pricing Level shall be determined by reference to the Adjusted Total Leverage Ratio in accordance with as of the following charts: Adjusted 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 Per Annum 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 --------------------------- Level Ratio LIBOR Rate Base Rate ----- -------- ---------- --------- I Greater than or equal to 2.75 to 1.00 1.75% 0.00% II Less than 2.75 to 1.00 1.25% 0.00% Adjustments, if any, as of the last day of 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 all Extensions of Credit then existing or subsequently made 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)issued. REVOLVING CREDIT LOANS TERM LOANS ----------------------------------------------------------------------------------------------------------- PRICING LEVEL TOTAL LEVERAGE RATIO LIBOR BASE RATE LIBOR BASE RATE ----------------------------------------------------------------------------------------------------------- IV Greater than 3.00 to 1.00 3.25% 2.00% 3.00% 1.75% -------------------------------------------------------------------------------------------------------- III Greater than 2.50 to 1.00, as applicablebut 3.00% 1.75% 3.00% 1.75% less than or equal to 3.00 to 1.00 -------------------------------------------------------------------------------------------------------- II Greater than 2.00 to 1.00, 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 but 2.75% 1.50% 3.00% 1.75% less than or equal 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 2.50 to give such notice shall not result in any liability 1.00 -------------------------------------------------------------------------------------------------------- I Less than or equal 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 increased pursuant to this sentence.2.00 2.50% 1.25% 3.00% 1.75% --------------------------------------------------------------------------------------------------------
Appears in 1 contract
Applicable Margin. The Applicable Margin provided shall be in effect for each period commencing on an Adjustment Date through the date immediately preceding the next Adjustment Date (each a “Rate Adjustment Period”) based on a determination of the Senior Debt Rating. The Senior Debt Rating shall be determined as of the last day of the preceding Rate Adjustment Period. The Applicable Margin shall be the applicable rate per annum, corresponding to the lower of the Levels set forth in Section 4.1(athe table below (with Level I being the lowest level and Level IV being the highest level) corresponding to the Senior Debt Rating. In the event that the Senior Debt Ratings assigned by ▇▇▇▇▇’▇ and S&P are not equivalent, the following criteria shall determine which Level shall be applicable to the Senior Debt Rating: (a) if the Senior Debt Ratings are one Level apart, the Level applicable to the Senior Debt Rating shall be the lower of the two Levels and (b) if the Senior Debt Ratings are more than one Level apart, the Level applicable to the Senior Debt Rating shall be one Level above (i.e., towards Level IV) the lower of the two Levels. For purposes of clarity, the parties hereto acknowledge that (i) the Applicable Margin with respect to Base Rate Loans shall be the rate per annum set forth in column C in the table below (as such Applicable Margin shall be adjusted pursuant to the last paragraph of this definition), (ii) the Applicable Margin with respect to Eurocurrency Rate Loans shall be the rate per annum set forth in column D in the table below (as such Applicable Margin shall be adjusted pursuant to the "Applicable Margin"last paragraph of this definition) shall:
and (iiii) the Commitment Fee shall be the rate per annum set forth in column E. I S&P: BBB+ or better ▇▇▇▇▇’▇: Baa1 or better 0 % 1.00 % 0.08 % II S&P: BBB ▇▇▇▇▇’▇: Baa2 0.125 % 1.125 % 0.09 % III S&P: BBB- ▇▇▇▇▇’▇: Baa3 0.375 % 1.375 % 0.125 % IV S&P: Lower than BBB- ▇▇▇▇▇’▇: Lower than Baa3 0.75 % 1.75 % 0.175 % Notwithstanding the foregoing, if the Borrower fails to deliver any Compliance Certificate pursuant to §§5.4(a) or (b) hereof then, for the period commencing on the Closing Date and ending on date such Compliance Certificate was due through 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 and Swingline Loans; and
(ii) upon that occurs immediately following the initial Adjustment Date and at all times thereafter, be determined by reference to the Adjusted Leverage Ratio in accordance with the following charts: Adjusted Applicable Margin Per Annum Leverage --------------------------- Level Ratio LIBOR Rate Base Rate ----- -------- ---------- --------- I Greater than or equal to 2.75 to 1.00 1.75% 0.00% II Less than 2.75 to 1.00 1.25% 0.00% Adjustments, if any, in the Applicable Margin shall be made by the Administrative Agent date 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 which such 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 hereofis delivered, 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 corresponding to Level IV above. The relevant Applicable Margin for Base Rate Loans and Eurocurrency Rate Loans, as determined in accordance with this definition, shall not be increased pursuant to this sentenceincrease by (i) 0.25% per annum on the date which is 90 days after the Closing Date, (ii) an additional 0.50% per annum on the date which is 180 days after the Closing Date and (iii) an additional 0.50% per annum on the date which is 210 days after the Closing Date.
Appears in 1 contract
Sources: Credit Agreement (Staples Inc)
Applicable Margin. The Applicable Margin provided for in Section 4.1(a5.1(a) with respect to the Loans any Loan (the "“Applicable Margin"”) shall:
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 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 period commencing most recently ended Fiscal Quarter of the Borrower; provided, however, that (A) the initial Applicable Margin shall be based on Pricing Level IV (as shown below) and shall remain at Pricing Level IV until the first Calculation Date occurring after the Closing Date and ending on and, thereafter 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 and Swingline Loans; and
(ii) upon the initial Adjustment Date and at all times thereafter, Pricing Level shall be determined by reference to the Adjusted Leverage Debt to EBITDAR 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 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 Adjusted Debt to EBITDAR Ratio as of the last day of the most recently ended Fiscal Quarter of the Borrower preceding such Calculation Date. Subject to Sections 5.1(c)(ii)(A) and (B) in the preceding sentence, 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. Notwithstanding the foregoing, in the event that any financial statement or Officer’s Compliance Certificate delivered pursuant to Section 8.1 or 8.2 is shown to be inaccurate (regardless of whether (i) this Agreement is in effect, (ii) the Revolving Credit Commitment is in effect, or (iii) any Extension of Credit is outstanding when such inaccuracy is discovered or such financial statement or Officer’s Compliance Certificate was delivered), 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 (x) the Borrower shall promptly deliver to the Administrative Agent a corrected Officer’s Compliance Certificate for such Applicable Period, (y) the Applicable Margin for such Applicable Period shall be determined as if the Adjusted Debt to EBITDAR Ratio in the corrected Officer’s Compliance Certificate were applicable for such Applicable Period, and (z) the Borrower shall promptly and retroactively be obligated to pay to the Administrative Agent the accrued additional interest and fees owing as a result of such increased Applicable Margin for such Applicable Period, which payment shall be promptly applied by the Administrative Agent in accordance with Section 5.4. Nothing in this paragraph shall limit the following charts: Adjusted Applicable Margin Per Annum Leverage --------------------------- Level Ratio LIBOR Rate Base Rate ----- -------- ---------- --------- rights of the Administrative Agent and Lenders with respect to Sections 5.1(d) and 12.2 nor any of their other rights under this Agreement. The Borrower’s obligations under this paragraph shall survive the termination of the Revolving Credit Commitment and the repayment of all other Obligations hereunder. I Greater than or equal to 2.75 5.00 to 1.00 1.753.250 % 0.004.000 % II Greater than or equal to 4.50 to 1.00 but less than 5.00 to 1.00 3.000 % 3.750 % III Greater than or equal to 4.00 to 1.00 but less than 4.50 to 1.00 2.750 % 3.500 % IV Greater than or equal to 3.50 to 1.00 but less than 4.00 to 1.00 2.500 % 3.250 % V Less than 2.75 3.50 to 1.00 1.252.250 % 0.00% Adjustments, if any, in the Applicable Margin shall be made 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 increased pursuant to this sentence.3.000 %
Appears in 1 contract
Sources: Credit Agreement (O Charleys Inc)
Applicable Margin. The Applicable Margin provided for in Section 4.1(a5.1(a) with respect to the Loans any Loan (the "Applicable Margin") shall:
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 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 period commencing most recently ended Fiscal Quarter of the Borrower; provided, however, that (A) the initial Applicable Margin shall be based on Pricing Level II (as shown below) and shall remain at Pricing Level II until the first Calculation Date occurring after the Closing Date and ending on and, thereafter 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 and Swingline Loans; and
(ii) upon the initial Adjustment Date and at all times thereafter, Pricing Level shall be determined by reference to the Adjusted Leverage Debt to EBITDAR Ratio in accordance with as of the following charts: Adjusted 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 Per Annum Leverage --------------------------- 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 Adjusted Debt to EBITDAR Ratio LIBOR Rate Base Rate ----- -------- ---------- --------- I Greater than or equal as of the last day of the most recently ended Fiscal Quarter of the Borrower preceding such Calculation Date. Subject to 2.75 to 1.00 1.75% 0.00% II Less than 2.75 to 1.00 1.25% 0.00% AdjustmentsSections 5.1(c)(ii)(A) and (B) in the preceding sentence, if any, 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 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 endissued. 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 increased pursuant to this sentence.Pricing Grid
Appears in 1 contract
Sources: Credit Agreement (O Charleys Inc)
Applicable Margin. The Applicable Margin applicable margin per annum provided for in Section 4.1(a5.1(a) with respect to the Loans any Loan (the "Applicable Margin") shall:
(i) in the case of any Term Loan, shall be equal to 3.75 % if such Term Loan is a LIBOR Rate Loan, or 2.50% if such Term Loan is a Base Rate Loan, and (ii) in the case of a Revolving Credit Loan, 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 period commencing most recently ended fiscal quarter of the Borrower; provided, however, that (a) the initial Applicable Margin shall be based on Pricing Level I (as shown below) and shall remain at Pricing Level I until the first Calculation Date occurring after the Closing Date and ending on and, thereafter 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 and Swingline Loans; and
(ii) upon the initial Adjustment Date and at all times thereafter, Pricing Level shall be determined by reference to the Adjusted Total Leverage Ratio in accordance with as of the following charts: Adjusted 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 Per Annum 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 --------------------------- Level Ratio LIBOR Rate Base Rate ----- -------- ---------- --------- I Greater than or equal to 2.75 to 1.00 1.75% 0.00% II Less than 2.75 to 1.00 1.25% 0.00% Adjustments, if any, as of the last day of 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 all Advances then existing or subsequently made 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)issued. ---------------------------------------------------------------------------------------------- LIBOR FOR BASE RATE FOR TOTAL REVOLVING REVOLVING PRICING LEVEL LEVERAGE RATIO CREDIT FACILITY CREDIT FACILITY ------------- -------------- --------------- --------------- ---------------------------------------------------------------------------------------------- Level I Greater than or equal 3.25% 2.00% to 4.0 to 1.0 ---------------------------------------------------------------------------------------------- Less than 4.0 to 1.0, as applicablebut greater than or Level II equal to 3.5 to 1.0 3.00% 1.75% ---------------------------------------------------------------------------------------------- Less than 3.5 to 1.0, 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 but greater than 3.0 Level III 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 1.0 2.75% 1.50% ---------------------------------------------------------------------------------------------- Level IV Less than 3.0 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 increased pursuant to this sentence.1.0 2.50% 1.25% ----------------------------------------------------------------------------------------------
Appears in 1 contract
Sources: Credit Agreement (Veridian Corp)
Applicable Margin. The Applicable Margin applicable margin per annum provided for in Section 4.1(a5.1(a) with respect to the Loans any Loan (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), shall be 1.25% with respect to LIBOR Rate Loans and 0.00% with respect to Base Rate Loans and Swingline Loans; and
(ii) based upon the initial Adjustment Date and at all times thereafter, be determined table set forth below by reference to the Adjusted Total Leverage Ratio in accordance with and adjusted quarterly on the following charts: Adjusted Applicable Margin Per Annum Leverage --------------------------- Level Ratio LIBOR Rate Base Rate ----- -------- ---------- --------- I Greater than or equal date (each a "Calculation Date") ten (10) Business Days after the date by which the Borrower is required to 2.75 to 1.00 1.75% 0.00% II Less than 2.75 to 1.00 1.25% 0.00% Adjustments, if any, in provide an Officer's Compliance Certificate for the most recently ended fiscal quarter of the Borrower; provided that (a) the initial Applicable Margin shall be made by based on Pricing Level I (as set forth below) and shall remain at Pricing Level I (as set forth below) until the Administrative Agent on the tenth date that is ten (10th10) Business Day (the “Adjustment Date”) Days after receipt by the Administrative Agent of financial statements for a pricing certificate in form and substance acceptable thereto with respect to the Borrower fiscal quarter ending September 30, 2002 and its Subsidiaries delivered under Section 7.1(a) or (b), as applicable, and thereafter shall be determined by reference to the accompanying Officer’s Compliance Certificate setting forth the Adjusted Total Leverage Ratio as of the last day of the most recently ended fiscal quarter of the Borrower preceding the applicable Calculation Date and its Subsidiaries (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 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 Total Leverage Ratio as of the last day of the most recent recently ended fiscal quarter endof the Borrower preceding such Calculation Date. The Administrative Agent agrees to give Applicable Margin shall be effective from one Calculation Date until the Borrower and the Lenders notice of any next Calculation Date. 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 increased pursuant applicable to this sentence.all Advances then existing or subsequently made or issued. -------------------------------------------------------------------------------------------------------------------- LIBOR FOR BASE RATE FOR LIBOR FOR BASE RATE FOR TOTAL REVOLVING REVOLVING TERM LOAN TERM LOAN PRICING LEVEL LEVERAGE RATIO CREDIT FACILITY CREDIT FACILITY FACILITY FACILITY -------------------------------------------------------------------------------------------------------------------- Level I Greater than 3.5 3.00% 1.75% 3.50% 2.25% to 1.0 -------------------------------------------------------------------------------------------------------------------- Less than or equal to 3.5 to 1.0, but greater Level II than 3.0 to 1.0 2.75% 1.50% 3.25% 2.00% -------------------------------------------------------------------------------------------------------------------- Less than or equal to 3.0 to 1.0, but greater Level III than 2.5 to 1.0 2.50% 1.25% 3.00% 1.75% -------------------------------------------------------------------------------------------------------------------- Less than or equal to 2.5 to Level IV 1.0 2.25% 1.00% 2.75% 1.50% --------------------------------------------------------------------------------------------------------------------
Appears in 1 contract
Sources: Credit Agreement (Veridian Corp)
Applicable Margin. The Applicable Margin provided for in Section 4.1(a5.1(a) with respect to the Loans any Loan (the "Applicable Margin") shall:
shall be based upon the table set forth below and shall be determined and adjusted quarterly on the date (ieach 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 period commencing most recently ended fiscal quarter of the Borrower; provided that (a) the initial Applicable Margin shall be based on Pricing Level II (as shown below) and shall remain at Pricing Level II until the first Calculation Date occurring after the Closing Date and ending on and, thereafter 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 and Swingline Loans; and
(ii) upon the initial Adjustment Date and at all times thereafter, Pricing Level shall be determined by reference to the Adjusted Leverage Ratio in accordance with as of the following charts: Adjusted 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 Per Annum 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 --------------------------- Level Ratio LIBOR Rate Base Rate ----- -------- ---------- --------- I Greater than or equal to 2.75 to 1.00 1.75% 0.00% II Less than 2.75 to 1.00 1.25% 0.00% Adjustmentsas of the last day of the most recently ended fiscal quarter of the Borrower preceding such Calculation Date. Except as provided in the preceding sentence, if any, 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 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 issued. ------------------------------------------------------------------------------- -------------------- ------------------------------ --------------------------- Pricing Level Leverage Ratio of the Borrower and its Subsidiaries as of the most recent fiscal quarter end. The Administrative Agent agrees Applicable Applicable Base LIBOR Margin Rate Margin -------------- ---------------------- ------------------- --------------------- -------------- ---------------------- ------------------- --------------------- Revolving Term Loan Revolving Term Loan Credit Facility Credit Facility Facility Facility -------------- ---------------------- -------- ---------- --------- ---------- -------------- ---------------------- -------- ---------- --------- ---------- I Greater than or 2.50% 3.25% 1.25% 2.00% equal 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 1.75 to give such notice shall not result in any liability 1.00 -------------- ---------------------- -------- ---------- --------- ---------- -------------- ---------------------- -------- ---------- --------- ---------- II Greater than or equal to the Administrative Agent or in any way affect the validity of any such adjustment. In the event the Borrower fails 2.25% 3.25% 1.00% 2.00% 1.00 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 increased pursuant 1.00 but less than 1.75 to this sentence.1.00 -------------- ---------------------- -------- ---------- --------- ---------- -------------- ---------------------- -------- ---------- --------- ---------- III Less than 1.00 to 1.00 2.00% 3.25% 0.75% 2.00% -------------- ---------------------- -------- ---------- --------- ----------
Appears in 1 contract
Applicable Margin. (i) The Applicable Margin provided for in Section 4.1(a5.1(a) with respect to the any Revolving Credit Loans and Swingline Loans (the "Applicable MarginAPPLICABLE MARGIN") shall:
(i) for shall be based upon the period commencing on the Closing Date table set forth below and ending shall be determined and adjusted quarterly on the date immediately preceding (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 Adjustment Date (as hereinafter defined), be 1.25% with respect to LIBOR Rate Loans and 0.00% with respect to Base Rate Applicable Margin for the Revolving Credit Loans and Swingline Loans; Loans shall be based on Pricing Level IV (as shown below) and shall remain at Pricing Level IV until December 31, 2001, and
(ii) upon , thereafter the initial Adjustment Date and at all times thereafter, Pricing Level shall be determined by reference to the Adjusted Total Leverage Ratio in accordance with as of the following charts: Adjusted 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 Per Annum 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 --------------------------- Level Ratio LIBOR Rate Base Rate ----- -------- ---------- --------- I Greater than or equal to 2.75 to 1.00 1.75% 0.00% II Less than 2.75 to 1.00 1.25% 0.00% Adjustments, if any, 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 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 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 increased pursuant to this sentenceissued.
Appears in 1 contract
Applicable Margin. The Applicable Margin provided for in Section 4.1(a4.1 (a) with respect to the Loans any Loan (the "Applicable Margin") shall:
shall be based upon the table set forth below and shall be determined and adjusted quarterly on the date (ieach a "Calculation Date") ten (10) Business Days after the date by which the Borrowers are required to provide an Officer's Compliance Certificate for the period commencing most recently ended fiscal quarter of the Borrowers; provided, however, that (a) the initial Applicable Margin shall be based on Pricing Level II (as shown below) and shall remain at Pricing Level II until the first Calculation Date occurring after the Closing Date and ending on and, thereafter 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 and Swingline Loans; and
(ii) upon the initial Adjustment Date and at all times thereafter, Pricing Level shall be determined by reference to the Adjusted Leverage Ratio in accordance with as of the following charts: Adjusted last day of the most recently ended fiscal quarter of the Borrowers preceding the applicable Calculation Date, and (b) if the Borrowers fail to provide the Officer's Compliance Certificate as required by Section 7.2 for the most recently ended fiscal quarter of the Borrowers preceding the applicable Calculation Date, the Applicable Margin Per Annum 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 --------------------------- Level Ratio as of the last day of the most recently ended fiscal quarter of the Borrowers 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 all Extensions of Credit then existing or subsequently made or issued. PRICING LEVEL LEVERAGE RATIO LIBOR Rate Base Rate ----- -------- ---------- --------- RATE LOANS BASE RATE LOANS ------------- -------------- ---------------- --------------- I Greater than or equal to 2.75 1.000% 0% 3.00 to 1.00 1.75II Greater than or equal to 0.750% 0.000% II Less 2.25 to 1.00, but less than 2.75 3. 00 to 1.00 1.25% 0.00% Adjustments, if any, in the Applicable Margin shall be made 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 increased pursuant to this sentence.1.00
Appears in 1 contract
Sources: Bridge Credit Agreement (Belk Inc)
Applicable Margin. 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 and Swingline Loans; and
(ii) upon the initial Adjustment Date and at all times thereafter, be determined by reference to the Adjusted Leverage Ratio in accordance with the following charts: Adjusted Applicable Margin Per Annum Leverage --------------------------- Level Ratio LIBOR Rate Base Rate ----- -------- ---------- --------- I Greater than or equal to 2.75 to 1.00 1.75% 0.00% II Less than 2.75 to 1.00 1.25% 0.00% Adjustments, if any, in the Applicable Margin shall be made 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 hereofInitially, 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” applicable rate per annum, corresponding to Level III set forth in Section 4.1(d) below in which case the table below; thereafter, the Applicable Margin shall not be increased in effect for each period commencing on an Adjustment Date through the date immediately preceding the next Adjustment Date (each a “Rate Adjustment Period”) based on a determination of the Fixed Charge Coverage Ratio and the Senior Debt Rating by ▇▇▇▇▇’▇ and S&P. The Fixed Charge Coverage Ratio shall be determined as at the end of the fiscal period for which financial statements and a Compliance Certificate have most recently been delivered to the Administrative Agent pursuant to this sentence§6.4 hereof and the Senior Debt Rating shall be determined as of the last day of the preceding Rate Adjustment Period. The Applicable Margin shall be the applicable rate per annum, corresponding to the higher of the Levels set forth in the table below (with Level I being the highest level and Level V being the lowest level) corresponding to the Fixed Charge Coverage Ratio or the Senior Debt Rating. In the event that the Level derived from the Senior Debt Ratings and the Level derived from the Fixed Charge Coverage Ratio are more than two Levels apart, the applicable Level for the Applicable Margin shall be the Level that is two Levels higher than the lower of the two Levels. In the event that the Senior Debt Ratings assigned by ▇▇▇▇▇’▇ and S&P are not equivalent, the following criteria shall determine which Level shall be applicable to the Senior Debt Rating: (a) if the Senior Debt Ratings are one Level apart, the Level applicable to the Senior Debt Rating shall be the higher of the two Levels and (b) if the Senior Debt Ratings are more than one Level apart, the Level applicable to the Senior Debt Rating shall be one Level higher than the lower of the two Levels. For purposes of clarity, the parties hereto acknowledge that (i) the Applicable Margin with respect to Eurocurrency Rate Loans shall be the rate per annum set forth in column D in the table below, (ii) the Applicable Margin with respect to Base Rate Loans shall be the rate per annum set forth in column E in the table below, (iii) the Facility Fee shall be the rate per annum set forth in column F in the table below, (iv) the Letter of Credit Fee with respect to standby Letters of Credit shall be the rate per annum set forth in column G in the table below and (v) the Letter of Credit Fee with respect to documentary Letters of Credit shall be the rate per annum set forth in column H in the table below. 47438543.7 I > 4.00:1 S&P: A ▇▇▇▇▇’▇: A2 or better 0.795% 0.000% 0.080% 0.795% 0.3975% II > 2.75:1 and < 4.00:1 S&P: A- ▇▇▇▇▇’▇: A3 or better 0.90% 0.000% 0.100% 0.900% 0.4500% III > 2.50:1 and < 2.75:1 S&P: BBB+ ▇▇▇▇▇’▇: Baa1 or better 1.125% 0.125% 0.125% 1.125% 0.5625% Notwithstanding the foregoing, if the Borrower fails to deliver any Compliance Certificate pursuant to §§6.4(a) or (b) hereof then, for the period commencing on the date such Compliance Certificate was due through the date immediately preceding the Adjustment Date that occurs immediately following the date on which such Compliance Certificate is delivered, the Applicable Margin shall be the Applicable Margin corresponding to Level V above.
Appears in 1 contract
Sources: Credit Agreement (Staples Inc)
Applicable Margin. The Applicable Margin provided shall be in effect for in Section 4.1(a) with respect to the Loans (the "Applicable Margin") shall:
(i) for the each period commencing on the Closing an Adjustment Date and ending on through the date immediately preceding the initial next Adjustment Date (as hereinafter defined), be 1.25% with respect to LIBOR each a "Rate Loans Adjustment Period") based on a determination of the Fixed Charge Coverage Ratio and 0.00% with respect to Base Rate Loans and Swingline Loans; and
(ii) upon the initial Adjustment Date and at all times thereafter, Senior Debt Rating. The Fixed Charge Coverage Ratio shall be determined by reference as at the end of the fiscal period for which financial statements and a Compliance Certificate have most recently been delivered to the Adjusted Leverage Ratio in accordance with Agent pursuant to ss.6.4 and the following charts: Adjusted Applicable Margin Per Annum Leverage --------------------------- Level Ratio LIBOR Senior Debt Rating shall be determined as of the last day of the preceding Rate Base Rate ----- -------- ---------- --------- I Greater than or equal to 2.75 to 1.00 1.75% 0.00% II Less than 2.75 to 1.00 1.25% 0.00% Adjustments, if any, in the Adjustment Period. The Applicable Margin shall be made by the Administrative Agent on applicable rate PER ANNUM, expressed in Basis Points, corresponding to 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 lower 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 Levels set forth in the Applicable Margin within two table below (2with Level I being the lowest level and Level VI being the highest level) Business Days of such adjustment; provided, that the Administrative Agent’s failure to give such notice shall not result in any liability corresponding to the Administrative Agent Fixed Charge Coverage Ratio or in any way affect the validity of any such adjustment. In Senior Debt Rating, PROVIDED THAT if the event the Borrower fails to deliver such financial statements Fixed Charge Coverage Ratio and certificate within the time required by Sections 7.1 and 7.2 hereofSenior Debt Rating are more than one Level apart, the Applicable Margin shall be one Level below the highest higher of the two applicable Levels. In the event that the Senior Debt Ratings assigned by Mood▇'▇ ▇▇▇ S&P are not equivalent, the following criteria shall determine which Level shall be applicable to the Senior Debt Rating: (i) if the Senior Debt Ratings are one Level apart, the Level applicable to the Senior Debt Rating shall be the lower of the two Levels and (ii) if the Senior Debt Ratings are more than one Level apart, the Level applicable to the Senior Debt Rating shall be one Level below the higher of the two Levels. For purposes of clarity, the parties hereto acknowledge that the Applicable Margin with respect to (i) Eurodollar Rate Loans and Letter of Credit Fees shall be the rate per annum set forth in column D in the table below and (ii) the Facility Fee shall be the rate per annum set forth in column E in the table below. ======================================================================================================== A B C D E ======================================================================================================== LEVEL FIXED CHARGE SENIOR DEBT EURODOLLAR RATE FACILITY FEE COVERAGE RATIO RATING LOANS AND LETTER OF CREDIT FEES 1/ -------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------- I [GREATER 2.50:1 S&P: A- 15.0 7.0 THAN OR Mood▇'▇: ▇▇ or EQUAL TO] better -------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------- ---------- _______1/ As provided in ss.3.5, Letter of Credit Fees with respect to documentary Letters of Credit shall be calculated at one-half (1/2) the 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 increased pursuant to this sentencebelow.
Appears in 1 contract
Applicable Margin. The Applicable Margin provided for in Section 4.1(a5.1(a) ----------------- with respect to the Loans (the "Applicable Margin") shall:
shall (i) for the period commencing on the Closing Date and ending on the date immediately preceding that is six (6) months from the initial Closing Date (the "Initial Adjustment Date"), equal the percentages set forth as follows: Revolving Credit and Term A Loan Facilities Term B Loan Facility Applicable Margin Per Annum Applicable Margin Per Annum Base Rate + LIBOR Rate + Base Rate + LIBOR Rate + --------------------------- --------------------------- 2.25% 3.25% 2.75% 3.75% and (ii) commencing on the Initial Adjustment Date and for each fiscal quarter thereafter, shall be based upon the Leverage Ratio as set forth in the table below and shall be determined and adjusted on the Initial Adjustment Date and thereafter, quarterly on the date (as hereinafter defined)each a "Calculation Date") ten (10) Business Days after the date by which the Borrowers are required to provide an Officer's Compliance Certificate for the most recently ended fiscal quarter of the Borrowers and their Subsidiaries; provided, be 1.25% that with respect to LIBOR Rate Loans and 0.00% with respect to Base Rate Loans and Swingline Loans; and
(ii) upon the initial period -------- commencing on the Initial Adjustment Date and ending on the next Calculation Date to occur after the Initial Adjustment Date, the calculation of the Applicable Margin shall be based on the most recent Officer's Compliance Certificate received by the Administrative Agent and Lenders prior to the Initial Adjustment Date. Notwithstanding the foregoing, if the Borrowers fail to provide the Officer's Compliance Certificate as required by Section 8.2 for the most recently ended fiscal quarter of the Borrowers and their Subsidiaries preceding the applicable Calculation Date, the Applicable Margin from such Calculation Date shall be based on Pricing Level 1 (as shown below) until such time as an appropriate Officer's Compliance Certificate is provided, at all times thereafter, which time the Pricing Level shall be determined by reference to the Adjusted Leverage Ratio in accordance with as of the following charts: Adjusted last day of the most recently ended fiscal quarter of the Borrowers preceding such Calculation Date. The Applicable Margin Per Annum Leverage --------------------------- Level Ratio LIBOR Rate Base Rate ----- -------- ---------- --------- I Greater than or equal to 2.75 to 1.00 1.75% 0.00% II Less than 2.75 to 1.00 1.25% 0.00% Adjustments, if any, 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 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 or issued. Revolving Credit and its Subsidiaries delivered under Section 7.1(a) or (b), as applicable, and the accompanying Officer’s Compliance Certificate setting forth the Adjusted Term A Loan Facilities Term B Loan Facility Applicable Margin Per Annum Applicable Margin Per Annum Level Leverage Ratio of the Borrower and its Subsidiaries as of the most recent fiscal quarter endBase Rate + LIBOR Rate + Base Rate + LIBOR Rate + ----- -------------- --------------------------- --------------------------- 1 Greater than or equal to 3.00 to 1.0. The Administrative Agent agrees 2.50% 3.50% 3.00% 4.00% 2 Less than 3.00 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 1.0 but greater than or equal to give such notice shall not result in any liability 2.50 to the Administrative Agent or in any way affect the validity of any such adjustment1.0. 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 increased pursuant to this sentence.2.25% 3.25% 2.75% 3.75%
Appears in 1 contract
Sources: Credit Agreement (GTS Duratek Inc)
Applicable Margin. The On any date, 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 and Swingline Loans; and
(ii) upon shall be a percentage per annum as set forth below based on the ratio of the Consolidated Total Indebtedness to Borrower’s Consolidated Total Adjusted Asset Value: Pricing Level 1 Less than 45% 2.25 % 1.25 % Pricing Level 2 Equal to or greater than 45% but less than 60% 2.50 % 1.50 % Pricing Level 3 Equal to or greater than 60% 3.00 % 2.00 % The initial Adjustment Date and Applicable Margin shall be at all times thereafter, Pricing Level 2. The Applicable Margin for each Base Rate Loan shall be determined by reference to the ratio of Consolidated Total Indebtedness to Consolidated Total Adjusted Leverage Ratio Asset Value in accordance with effect from time to time, and the following charts: Adjusted Applicable Margin Per Annum Leverage --------------------------- Level Ratio for any Interest Period for all LIBOR Rate Base Rate ----- -------- ---------- --------- I Greater than or equal Loans comprising part of the same borrowing shall be determined by reference to 2.75 the ratio of Consolidated Total Indebtedness to 1.00 1.75% 0.00% II Less than 2.75 to 1.00 1.25% 0.00% AdjustmentsConsolidated 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 anyat all, until the first (1st) day of the first (1st) month following the delivery by REIT to the Agent of the Compliance Certificate after the end of a calendar quarter. In the event that 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 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, 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 (a) the Borrower shall as soon as practicable deliver to the Agent the corrected financial statements for such Applicable Period, (b) the Applicable Margin shall be made by determined as if the Administrative Agent on the tenth Pricing Level for such higher Applicable Margin were applicable for such Applicable Period, and (10thc) 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 shall within three (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 (23) Business Days of such adjustment; provided, that demand thereof by the Administrative Agent’s failure to give such notice shall not result in any liability Agent pay to the Administrative Agent or in any way affect the validity accrued additional amount owing as a result 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 increased Applicable Margin for such Applicable Period, which payment shall be promptly applied by 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 Agent in Section 4.1(d) below in which case the Applicable Margin shall not be increased pursuant to accordance with this sentenceAgreement.
Appears in 1 contract
Applicable Margin. On any date, the Applicable Margin for 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 to Borrower’s Gross Asset Value: 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 55% 2.40% 1.40% 2.35% 1.35% Pricing Level 2 Equal to or greater than 55% but less than 60% 2.65% 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 Equal to or greater than 60% 2.90% 1.90% 2.85% 1.85% The Applicable Margin provided as of the First Amendment Date shall be at Pricing Level 1. The Applicable Margin 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 each Base Rate Loans and Swingline Loans; and
(ii) upon the initial Adjustment Date and at all times thereafter, Loan shall be determined by reference to the Adjusted Leverage Ratio ratio of Consolidated Total Indebtedness to Gross Asset Value in accordance with effect from time to time, and the following charts: Adjusted Applicable Margin Per Annum Leverage --------------------------- Level Ratio LIBOR for any Interest Period for all SOFR Rate Base Rate ----- -------- ---------- --------- I Greater than or equal Loans comprising part of the same borrowing shall be determined by reference to 2.75 the ratio of Consolidated Total Indebtedness to 1.00 1.75% 0.00% II Less than 2.75 to 1.00 1.25% 0.00% AdjustmentsGross 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 anyat all, until the first (1st) day of the first (1st) month following the delivery by REIT to the Agent of the Compliance Certificate after the end of a calendar quarter. In the event that 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 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, 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 (a) the Borrower shall as soon as practicable deliver to the Agent the corrected financial statements for such Applicable Period, (b) the Applicable Margin shall be made by determined as if the Administrative Agent on the tenth Pricing Level for such higher Applicable Margin were applicable for such Applicable Period, and (10thc) 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 shall within three (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 (23) Business Days of such adjustment; provided, that demand thereof by the Administrative Agent’s failure to give such notice shall not result in any liability Agent pay to the Administrative Agent or in any way affect the validity accrued additional amount owing as a result 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 increased Applicable Margin for such Applicable Period, which payment shall be promptly applied by 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 Agent in Section 4.1(d) below in which case the Applicable Margin shall not be increased pursuant to accordance with this sentenceAgreement.
Appears in 1 contract
Sources: Credit Agreement (GTJ Reit, Inc.)
Applicable Margin. The Applicable Margin shall be in effect for each period commencing on an Adjustment Date through the date immediately preceding the next Adjustment Date (each a “Rate Adjustment Period”) based on a determination of the Fixed Charge Coverage Ratio and the Senior Debt Rating. The Fixed Charge Coverage Ratio shall be determined as at the end of the fiscal period for which financial statements and a Compliance Certificate have most recently been delivered to the Administrative Agent pursuant to §6.4 hereof and the Senior Debt Rating shall be determined as of the last day of the preceding Rate Adjustment Period. The Applicable Margin shall be the applicable rate per annum, corresponding to the lower of the Levels set forth in the table below (with Level I being the lowest level and Level V being the highest level) corresponding to the Fixed Charge Coverage Ratio or the Senior Debt Rating, provided for in Section 4.1(athat if the Fixed Charge Coverage Ratio and Senior Debt Rating are more than one Level apart, the Applicable Margin shall be one Level below the higher of the two applicable Levels. In the event that the Senior Debt Ratings assigned by ▇▇▇▇▇’▇ and S&P are not equivalent, the following criteria shall determine which Level shall be applicable to the Senior Debt Rating: (a) if the Senior Debt Ratings are one Level apart, the Level applicable to the Senior Debt Rating shall be the lower of the two Levels and (b) if the Senior Debt Ratings are more than one Level apart, the Level applicable to the Senior Debt Rating shall be one Level below the higher of the two Levels. For purposes of clarity, the parties hereto acknowledge that (i) the Applicable Margin with respect to Eurocurrency Rate Loans shall be the Loans rate per annum set forth in column D in the table below, (ii) the "Applicable Margin"Facility Fee shall be the rate per annum set forth in column E in the table below and (iii) shall:
the Utilization Fee shall be the rate per annum set forth in column F. I > 2.75:1 S&P: A- ▇▇▇▇▇’▇: A3 or better 0.310% 0.090% 0.100% II > 2.50:1 and <2.75:1 S&P: BBB+ ▇▇▇▇▇’▇: Baa1 or better 0.390% 0.110% 0.100% III > 2.25:1 and <2.50:1 S&P: BBB ▇▇▇▇▇’▇: Baa2 or better 0.475% 0.150% 0.125% IV > 2.00:1 and <2.25:1 S&P: BBB- ▇▇▇▇▇’▇: Baa3 or better 0.675% 0.200% 0.125% V <2.00:1 S&P: lower than BBB- ▇▇▇▇▇’▇: lower than Baa3 0.875% 0.250% 0.125% Notwithstanding the foregoing, (iA) for the period commencing on the Closing Date and ending on through the date immediately preceding the initial first Adjustment Date (as hereinafter defined)to occur after the date which is six months from the Closing Date, be 1.25% with respect to LIBOR Rate Loans and 0.00% with respect to Base Rate Loans and Swingline Loans; and
(ii) upon the initial Adjustment Date and at all times thereafter, be determined by reference to the Adjusted Leverage Ratio in accordance with the following charts: Adjusted Applicable Margin Per Annum Leverage --------------------------- Level Ratio LIBOR Rate Base Rate ----- -------- ---------- --------- I Greater than or equal to 2.75 to 1.00 1.75% 0.00% II Less than 2.75 to 1.00 1.25% 0.00% Adjustments, if any, in the Applicable Margin shall be made by that corresponding to Level II in 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 applicabletable above, 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 (2B) 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 if the Borrower fails to deliver any Compliance Certificate pursuant to §§6.4(a) or (b) hereof then, for the period commencing on the date such financial statements and certificate within Compliance Certificate was due through the time required by Sections 7.1 and 7.2 hereofdate immediately preceding the Adjustment Date that occurs immediately following the date on which such Compliance Certificate is delivered, 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 increased pursuant corresponding to this sentenceLevel V above.
Appears in 1 contract
Applicable Margin. The Applicable Margin provided for in Section 4.1(a5.1(a) with respect to the Loans any Loan (the "Applicable Margin") shall:
shall be based upon the table set forth below and shall be determined and adjusted quarterly on the date (ieach 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 period commencing most recently ended fiscal quarter of the Borrower; PROVIDED, HOWEVER, that (a) 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 ending on remain at 1.5% until the date immediately preceding conditions set forth in Section 6.4 are satisfied, and shall remain at such level until the initial Adjustment first Calculation Date (as hereinafter defined)occurring after the Closing Date and, be 1.25% with respect to LIBOR Rate Loans and 0.00% with respect to Base Rate Loans and Swingline Loans; and
(ii) upon thereafter the initial Adjustment Date and at all times thereafter, Pricing Level shall be determined by reference to the Adjusted Leverage Ratio in accordance with as of the following charts: Adjusted 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 Per Annum 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 --------------------------- Level 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 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. REVOLVER REVOLVER PRICING LEVEL LEVERAGE RATIO LIBOR Rate Base Rate BASE RATE TERM LOAN ------------- -------------- ----- -------- ---------- --------- --------- I Greater than or equal to 2.75 1.750% 0.750% 1% 4.00 to 1.00 1.751.0 II Greater than or equal to 1.625% 0.000.625% II 1% 3.50 to 1.0, but less than 4.00 to 1.0 III Greater than or equal to 1.500% 0.500% 1% 3.00 to 1.0, 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 2.75 2.00 to 1.00 1.251 1.000% 0.000.000% Adjustments, if any, in the Applicable Margin shall be made 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 increased pursuant to this sentence.1%
Appears in 1 contract
Sources: Credit Agreement (Hickory Tech Corp)
Applicable Margin. (i) The Applicable Margin provided for in Section 4.1(a5.1(a) with respect to the any Revolving Credit Loans and Swingline Loans (the "Applicable Margin") shall:
(i) for shall be based upon the period commencing on the Closing Date table set forth below and ending shall be determined and adjusted quarterly on the date immediately preceding (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 Adjustment Date (as hereinafter defined), be 1.25% with respect to LIBOR Rate Loans and 0.00% with respect to Base Rate Applicable Margin for the Revolving Credit Loans and Swingline Loans; Loans shall be based on Pricing Level III (as shown below) and shall remain at Pricing Level III until December 31, 2002, and
(ii) upon , thereafter the initial Adjustment Date and at all times thereafter, Pricing Level shall be determined by reference to the Adjusted Total Leverage Ratio in accordance with as of the following charts: Adjusted 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 Per Annum 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 --------------------------- Level Ratio LIBOR Rate Base Rate ----- -------- ---------- --------- I Greater than or equal to 2.75 to 1.00 1.75% 0.00% II Less than 2.75 to 1.00 1.25% 0.00% Adjustments, if any, 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 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 by or issued. II >2.00x but <2.50x 2.50% 1.50% III >2.50x but <3.00x 2.75% 1.75% IV >3.00x 3.00% 2.00%
(ii) Subject to the Administrative Agent provisions of Section 4.6(g), the Applicable Margin for Term Loans shall be based on the tenth 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 (10thA) Business Day the initial Applicable Margin for Term Loans shall be based on Pricing Level II until the Calculation Date of December 31, 2002 and (B) if the “Adjustment Date”) after receipt Borrower fails to provide the Officer's Compliance Certificate as required by the Administrative Agent of financial statements Section 8.2 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 most recently ended fiscal quarter of the Borrower and its Subsidiaries 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 shall be determined by reference to the Total Leverage Ratio as of the last day of the most recent recently ended fiscal quarter endof the Borrower preceding such Calculation Date. The Administrative Agent agrees to give Applicable Margin for Term Loans shall be effective from one Calculation Date until the Borrower and the Lenders notice of any next Calculation Date. 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 applicable to all Term 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 increased pursuant to this sentence.then existing or subsequently made or issued. II >2.50x 325.0 225.0
Appears in 1 contract
Applicable Margin. The Applicable Margin provided for in Section 4.1(a) with respect to the Loans First Incremental Term Loan shall be the corresponding percentages per annum as set forth below based on the Net Leverage Ratio: I > 3.50: 1.00 1.500% 2.500% II > 3.00:1.00 but < 3.50:1.00 1.125% 2.125% CHAR1\▇▇▇▇▇▇▇▇▇ III > 2.50:1.00 but < 3.00:1.00 0.875% 1.875% IV > 1.75:1.00 but < 2.50:1.00 0.625% 1.625% V > 1.25:1.00 but < 1.75:1.00 0.500% 1.500% The Applicable Margin shall be determined and adjusted quarterly on the first Business Day (each a “Calculation Date”) immediately following the "Applicable Margin") shall:
(i) date by which the Borrower provides an Officer’s Compliance Certificate pursuant to Section 7.2 of the Credit Agreement for the period commencing most recently ended fiscal quarter of the Borrower; provided, however, that (a) the Applicable Margin shall be based on Pricing Level I until the Closing first Calculation Date and ending on following receipt of the date immediately preceding Officer’s Compliance Certificate for the initial Adjustment Date (as hereinafter defined)fiscal quarter ended March 31, be 1.25% with respect to LIBOR Rate Loans and 0.00% with respect to Base Rate Loans and Swingline Loans; 2022 and
(ii) upon , thereafter the initial Adjustment Date and at all times thereafter, Pricing Level shall be determined by reference to the Adjusted Net Leverage Ratio in accordance with as of the following charts: Adjusted 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 within five (5) days of the date for delivery required by Section 7.2 of the Credit Agreement for the most recently ended fiscal quarter of the Borrower preceding the applicable Calculation Date, then, upon the request of the Required Lenders, the Applicable Margin Per Annum from such Calculation Date shall be based on Pricing Level I 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 Net Leverage --------------------------- Level Ratio LIBOR Rate Base Rate ----- -------- ---------- --------- I Greater than or equal to 2.75 to 1.00 1.75% 0.00% II Less than 2.75 to 1.00 1.25% 0.00% Adjustments, if any, as of the last day of 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 all Extensions of Credit then existing or subsequently made 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 increased pursuant to this sentenceissued.
Appears in 1 contract
Sources: First Incremental Term Loan Agreement (Blackbaud Inc)
Applicable Margin. The Applicable Margin provided for in Section 4.1(a3.1(a) with respect to the Loans any Construction Loan Advance (the "Applicable Margin") shall:
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 (i) for the period commencing on the Closing Date and ending on the date immediately preceding the initial Adjustment Date (as hereinafter defined), Applicable Margin shall be 1.253.50% with respect to LIBOR for Eurodollar Rate Loans and 0.002.25% with respect to for Base Rate Loans and Swingline Loans; and
(ii) upon shall remain in effect until the initial Initial Pricing Adjustment Date and at all times thereafter, thereafter the Applicable Margin shall be determined by reference to the Adjusted Guarantor Leverage Ratio in accordance with as of the following charts: Adjusted last day of the most recently ended fiscal quarter of the Borrower preceding the applicable Calculation Date and (ii) if the Borrower fails to provide the Officer's Compliance Certificate as required by Section 6.2 for the most recently ended fiscal quarter of the Borrower preceding the applicable Calculation Date, the Applicable Margin Per Annum 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 Guarantor Leverage --------------------------- Level Ratio LIBOR Rate Base Rate ----- -------- ---------- --------- I Greater than or equal to 2.75 to 1.00 1.75% 0.00% II Less than 2.75 to 1.00 1.25% 0.00% Adjustments, if any, as of the last day of 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 all Construction Loan Advances then existing or subsequently made 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 issued. Applicable Margin --------------------- Eurodollar Base Rate Pricing Level Guarantor Leverage Ratio of the Borrower and its Subsidiaries as of the most recent fiscal quarter end. The Administrative Agent agrees Rate ------------- ------------------------ ---- --------- I Less than or equal 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 2.00 to give such notice shall not result in any liability 1.00 2.50% 1.25% XXX Less than or equal to the Administrative Agent 2.50 to 1.00 but greater than 2.00 to 1.00 2.75% 1.50% XXX Less than or in any way affect the validity of any such adjustment. In the event the Borrower fails equal 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 increased pursuant 3.00 to this sentence.1.00 but greater than 2.50 to 1.00 3.00% 1.75% IV Greater than 3.00 to 1.00 3.50% 2.25%
Appears in 1 contract
Sources: Loan Agreement (Medcath Corp)
Applicable Margin. 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 and Swingline Loans; and
(ii) upon the initial Adjustment Date and at all times thereafter, be determined by reference to the Adjusted Leverage Ratio in accordance with the following charts: Adjusted Applicable Margin Per Annum Leverage --------------------------- Level Ratio LIBOR Rate Base Rate ----- -------- ---------- --------- I Greater than or equal to 2.75 to 1.00 1.75% 0.00% II Less than 2.75 to 1.00 1.25% 0.00% Adjustments, if any, in the Applicable Margin shall be made 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 hereofInitially, 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” applicable rate per annum, corresponding to Level III set forth in Section 4.1(d) below in which case the table below; thereafter, the Applicable Margin shall not be increased in effect for each period commencing on an Adjustment Date through the date immediately preceding the next Adjustment Date (each a “Rate Adjustment Period”) based on a determination of the Fixed Charge Coverage Ratio and the Senior Debt Rating by ▇▇▇▇▇’▇ and S&P. The Fixed Charge Coverage Ratio shall be determined as at the end of the fiscal period for which financial statements and a Compliance Certificate have most recently been delivered to the Administrative Agent pursuant to this sentence§6.4 hereof and the Senior Debt Rating shall be determined as of the last day of the preceding Rate Adjustment Period. The Applicable Margin shall be the applicable rate per annum, corresponding to the higher of the Levels set forth in the table below (with Level I being the highest level and Level V being the lowest level) corresponding to the Fixed Charge Coverage Ratio or the Senior Debt Rating. In the event that the Level derived from the Senior Debt Ratings and the Level derived from the Fixed Charge Coverage Ratio are more than two Levels apart, the applicable Level for the Applicable Margin shall be the Level that is two Levels higher than the lower of the two Levels. In the event that the Senior Debt Ratings assigned by ▇▇▇▇▇’▇ and S&P are not equivalent, the following criteria shall determine which Level shall be applicable to the Senior Debt Rating: (a) if the Senior Debt Ratings are one Level apart, the Level applicable to the Senior Debt Rating shall be the higher of the two Levels and (b) if the Senior Debt Ratings are more than one Level apart, the Level applicable to the Senior Debt Rating shall be one Level higher than the lower of the two Levels. For purposes of clarity, the parties hereto acknowledge that (i) the Applicable Margin with respect to Eurocurrency Rate Loans shall be the rate per annum set forth in column D in the table below, (ii) the Applicable Margin with respect to Base Rate Loans shall be the rate per annum set forth in column E in the table below, (iii) the Facility Fee shall be the rate per annum set forth in column F in the table below, (iv) the Letter of Credit Fee with respect to standby Letters of Credit shall be the rate per annum set forth in column G in the table below and (v) the Letter of Credit Fee with respect to documentary Letters of Credit shall be the rate per annum set forth in column H in the table below. I > 4.00:1 S&P: A ▇▇▇▇▇’▇: A2 or better 0.850 % 0.000 % 0.150 % 0.850 % 0.4250 % II > 2.75:1 and < 4.00:1 S&P: A- ▇▇▇▇▇’▇: A3 or better 1.075 % 0.075 % 0.175 % 1.075 % 0.5375 % III > 2.50:1 and < 2.75:1 S&P: BBB+ ▇▇▇▇▇’▇: Baa1 or better 1.275 % 0.275 % 0.225 % 1.275 % 0.6375 % IV > 2.25:1 and < 2.50:1 S&P: BBB ▇▇▇▇▇’▇: Baa2 or better 1.475 % 0.475 % 0.275 % 1.475 % 0.7375 % V < 2.25:1 S&P: BBB- or lower ▇▇▇▇▇’▇: Baa3 or lower 1.650 % 0.650 % 0.350 % 1.650 % 0.8250 % Notwithstanding the foregoing, if the Borrower fails to deliver any Compliance Certificate pursuant to §§6.4(a) or (b) hereof then, for the period commencing on the date such Compliance Certificate was due through the date immediately preceding the Adjustment Date that occurs immediately following the date on which such Compliance Certificate is delivered, the Applicable Margin shall be the Applicable Margin corresponding to Level V above.
Appears in 1 contract
Sources: Credit Agreement (Staples Inc)
Applicable Margin. 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 initial Adjustment Date tenth (as hereinafter defined)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 1.25% with respect to LIBOR Rate Loans and 0.00% with respect to for Base Rate Loans and Swingline 0.500% for LIBOR Rate Loans; and;
(ii) upon for the initial Adjustment Date period commencing on the tenth (10th) Business Day following receipt by the Administrative Agent of the Consolidated financial statements of the Borrower and at all times thereafterits 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 Adjusted Leverage Ratio as of the end of the fiscal quarter immediately preceding the delivery of the applicable Officer's Compliance Certificate in accordance with the following chartschart below: Adjusted Applicable Margin Per Annum Leverage --------------------------- Level Ratio Base Rate + LIBOR Rate Base Rate ----- -------- ---------- --------- I + Greater than or equal 0.00% 0.500% to 2.75 to 1.00 1.7530% Less than 30% 0.00% II Less than 2.75 to 1.00 1.25% 0.000.375% Adjustments, if any, in the Applicable Margin shall be made by the Administrative Agent on the tenth (10th) Business Day (the “"Adjustment Date”") after receipt by the Administrative dministrative Agent of quarterly Consolidated financial statements for the Borrower and its Subsidiaries delivered under Section 7.1(a) or (b), as applicable, and the accompanying Officer’s '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 Subject to give the Borrower and the Lenders notice of any adjustment Section 4.1(d), 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 hereof7.2, the Applicable Margin shall be the highest Applicable Margin set forth above until ten (10) Business Days after 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 increased pursuant to this sentencecertificate.
Appears in 1 contract