Applicable Margin Sample Clauses: 2k Samples

Appears in 2 contracts

Sources: Credit Agreement (Paravant Inc), Credit Agreement (Paravant Inc)

Applicable Margin. ~~(i)~~ On any date the Applicable Margin for LIBOR Rate Loans and Base Rate Loans shall be as set forth below based on the ratio of the Consolidated Total Indebtedness of REIT and its respective Subsidiaries to the Gross Asset Value of REIT and its respective Subsidiaries: Pricing Level 1 Less than or equal to 35% 2.50 % 1.25 % Pricing Level 2 Greater than 35% but less than or equal to 40% 2.75 % 1.50 % Pricing Level 3 Greater than 40% but less than or equal to 45% 3.00 % 1.75 % Pricing Level 4 Greater than 45% but less than or equal to 55% 3.25 % 2.00 % Pricing Level 5 Greater than 55% 3.50 % 2.25 % The initial Applicable Margin shall be at Pricing Level 4. The Applicable Margin ~~provided for in Section 5.1(a) with respect to any Revolving Credit Loans and Swingline Loans (the "Applicable Margin")~~ shall not be adjusted based upon such ratio, if at all, until the ~~table set forth below and shall be determined and adjusted quarterly on the date~~ first (~~each a "Calculation Date"~~1st) ten (10) Business Days after the date by which the Borrower is required to provide an Officer's Compliance Certificate for the most recently ended fiscal quarter of the Borrower; provided, however, that (A) the initial Applicable Margin for the Revolving Credit Loans and Swingline Loans shall be based on Pricing Level IV (as shown below) and shall remain at Pricing Level IV until December 31, 2001, and, thereafter the Pricing Level shall be determined by reference to the Total Leverage Ratio as of the last day of the ~~most recently ended fiscal quarter~~ first (1st) month following the delivery by Borrower to the Agent of the ~~Borrower preceding the applicable Calculation Date, and (B) if the Borrower fails to provide the Officer's~~ Compliance Certificate as after the end of a calendar quarter. In the event that Borrower shall fail to deliver to the Agent a quarterly Compliance Certificate on or before the date required by ~~Section 8.2 for the most recently ended fiscal quarter~~ §7.4(c), then without limiting any other rights of the ~~Borrower preceding~~ Agent and the ~~applicable Calculation Date~~Lenders under this Agreement, the Applicable Margin for ~~Revolving Credit~~ Loans ~~and Swingline Loans from such Calculation Date~~ shall be ~~based on~~ at Pricing Level ~~IV (as shown below)~~ 5 until such ~~time as an appropriate Officer's Compliance Certificate~~ failure is ~~provided~~cured within any applicable cure period, at or waived in writing by the Required Lenders, in which ~~time~~ event the ~~Pricing Level~~ Applicable Margin shall ~~be determined by reference to~~ adjust, if necessary, on the ~~Total Leverage Ratio as of the last~~ first (1st) day of the ~~most recently ended fiscal quarter~~ first (1st) month following receipt of such Compliance Certificate. In the event that the Agent and the Borrower ~~preceding~~ determine that any financial statements previously delivered were incorrect or inaccurate (regardless of whether this Agreement or the Commitments are in effect when such ~~Calculation Date. The~~ inaccuracy is discovered), and such inaccuracy, if corrected, would have led to the application of a higher Applicable Margin for ~~Revolving Credit Loans and Swingline Loans~~ any period (an “Applicable Period”) than the Applicable Margin applied for such Applicable Period, then (i) the Borrower shall ~~be effective from one Calculation Date until~~ as soon as practicable deliver to the ~~next Calculation Date. Any adjustment in~~ Agent the corrected financial statements for such Applicable Period, (ii) the Applicable Margin shall be determined as if the Pricing Level for such higher Applicable Margin were applicable ~~to all Extensions~~ for such Applicable Period, and (iii) the Borrower shall within three (3) Business Days of Credit then existing or subsequently made or issued. PRICING LEVEL TOTAL LEVERAGE RATIO LIBOR BASE RATE ------------- -------------------- ----- --------- I <2.00x 2.25% 1.25% II greater than or equal to 2.00x but <2.50x 2.50% 1.50% III greater than or equal to 2.50x but <3.00x 2.75% 1.75% IV greater than or equal to 3.00x 3.00% 2.00% (ii) Subject demand thereof by the Agent pay to the ~~provisions~~ Agent the accrued additional amount owing as a result of ~~Section 4.6(g), the~~ such increased Applicable Margin for ~~Term Loans~~ such Applicable Period, which payment shall be ~~based on~~ promptly applied by the ~~table set forth below and shall be determined and adjusted on each Calculation Date until such time as any change~~ Agent in the Applicable Margin or pricing grid, as applicable for Term Loans pursuant to Section 4.6; provided, however that (A) the initial Applicable Margin for Term Loans shall be based on Pricing Level II until the Calculation Date of March 31, 2002 and (B) if the Borrower fails to provide the Officer's Compliance Certificate as required by Section 8.2 for the most recently ended fiscal quarter of the Borrower preceding the applicable Calculation Date, the Applicable Margin for Term Loans from such Calculation Date shall be based on Pricing Level II (as shown below) until such time as an appropriate Officer's Compliance Certificate is provided, at which time the Pricing Level shall be determined by reference to the Total Leverage Ratio as of the last day of the most recently ended fiscal quarter of the Borrower preceding such Calculation Date. The Applicable Margin for Term Loans shall be effective from one Calculation Date until the next Calculation Date. Any adjustment in the Applicable Margin shall be applicable to all Term Loans then existing or subsequently made or issued. Applicable LIBOR Applicable Base Rate Level Total Leverage Ratio Rate Margin (bps) Margin (bps) ----- -------------------- ----------------- -------------------- I < 2.50x 300.0 200.0 II greater than or equal to 2.50x 325.0 225.0accordance with this Agreement.

Appears in 2 contracts

Sources: Credit Agreement (Carter Validus Mission Critical REIT, Inc.), Credit Agreement (Carter Validus Mission Critical REIT, Inc.)

Applicable Margin. ~~(i)~~ As of any date of determination and with respect to the Revolving Credit Loans, the applicable margin set forth in the following table that corresponds to the Leverage Ratio for the most recently completed period for which a report in substantially the form of Exhibit D signed on behalf of the each Borrower by a Responsible Officer of such Borrower was required to be delivered hereunder: I < 2.50:1.00 0.75 % 1.25 % 2.50 % 3.00 % II > 2.50:1.00 1.00 % 1.50 % 2.75 % 3.25 % The Applicable Margin ~~provided for~~ shall, in ~~Section 5.1(a) with respect to any Revolving Credit Loans and Swingline Loans (the "Applicable Margin") shall be based upon the table set forth below and shall~~ each case, be determined and adjusted quarterly on the date five (5) Business Days after the date on which the quarterly financial information and reports are delivered to the Agent and the Lenders in accordance with the provisions of Sections 5.1(b) and (d) (each ~~a "Calculation~~ an “Interest Determination Date"”), provided that until the first Interest Determination Date following the Closing Date, the Applicable Margin shall be as set forth in Tier II above. Such Applicable Margin shall be effective from such Interest Determination Date until the next such Interest Determination Date. Notwithstanding anything to the contrary set forth above, (a) ~~ten~~ if the Borrowers shall fail to provide the financial information and reports in accordance with the provisions of Sections 5.1(b) and (10d), such Applicable Margin shall, on the date five (5) Business Days after the date by which the ~~Borrower is~~ Borrowers were so required to provide ~~an Officer's Compliance Certificate for the most recently ended fiscal quarter of the Borrower; provided, however, that (A) the initial Applicable Margin for the Revolving Credit Loans~~ such financial information and ~~Swingline Loans shall be based on Pricing Level IV (as shown below) and shall remain at Pricing Level IV until December 31, 2001, and, thereafter the Pricing Level shall be determined by reference~~ certifications to the ~~Total Leverage Ratio as of~~ Agent and the ~~last day of~~ Lenders, be the most recently ended fiscal quarter of the Borrower preceding the applicable Calculation Date, and (B) if the Borrower fails to provide the Officer's Compliance Certificate as required by Section 8.2 for the most recently ended fiscal quarter of the Borrower preceding the applicable Calculation Date, the Applicable Margin for Revolving Credit Loans and Swingline Loans from such Calculation Date shall be based on Pricing Level IV (as shown below) percentage set forth in Tier II above until such time as ~~an appropriate Officer's Compliance Certificate is~~ such information and reports are provided, at which time the Pricing Level shall be determined by reference to the Total Leverage Ratio as of the last day of the most recently ended fiscal quarter of the Borrower preceding such Calculation Date. The Applicable Margin for Revolving Credit Loans and Swingline Loans shall be effective from one Calculation Date until the next Calculation Date. Any adjustment in whereupon the Applicable Margin shall be ~~applicable to all Extensions~~ determined as set forth above, and (b) if an Event of Credit then existing or subsequently made or issued. PRICING LEVEL TOTAL LEVERAGE RATIO LIBOR BASE RATE ------------- -------------------- ----- --------- I <2.00x 2.25% 1.25% II greater than or equal to 2.00x but <2.50x 2.50% 1.50% III greater than or equal to 2.50x but <3.00x 2.75% 1.75% IV greater than or equal to 3.00x 3.00% 2.00% (ii) Subject to the provisions of Section 4.6(g)Default shall occur, ~~the~~ such Applicable Margin ~~for Term Loans shall be based~~ shall, on the ~~table~~ date the Event of Default occurs, be the percentage set forth ~~below and shall be determined and adjusted on each Calculation Date~~ in Tier II above until such time as ~~any change in the Applicable Margin~~ such Event of Default is cured or ~~pricing grid~~waived, as applicable for Term Loans pursuant to Section 4.6; provided, however that (A) the initial Applicable Margin for Term Loans shall be based on Pricing Level II until the Calculation Date of March 31, 2002 and (B) if the Borrower fails to provide the Officer's Compliance Certificate as required by Section 8.2 for the most recently ended fiscal quarter of the Borrower preceding the applicable Calculation Date, the Applicable Margin for Term Loans from such Calculation Date shall be based on Pricing Level II (as shown below) until such time as an appropriate Officer's Compliance Certificate is provided, at which time the Pricing Level shall be determined by reference to the Total Leverage Ratio as of the last day of the most recently ended fiscal quarter of the Borrower preceding such Calculation Date. The Applicable Margin for Term Loans shall be effective from one Calculation Date until the next Calculation Date. Any adjustment in whereupon the Applicable Margin shall be ~~applicable~~ determined as set forth above. In the event that any financial statement delivered pursuant to ~~all Term Loans~~ Section 5.1 is shown to be inaccurate (regardless of whether this Agreement or the Commitments are in effect when such inaccuracy is discovered), and such inaccuracy, if corrected, would, have led to the application of a higher Applicable Margin for any period (an “Applicable Period”) than the Applicable Margin applied for such Applicable Period, and only in such case, then ~~existing or subsequently made or issued~~the Borrowers shall, promptly upon receipt of written notice of such inaccuracy (i) deliver to the Agent a corrected financial statement for such Applicable Period, (ii) determine the Applicable Margin for such Applicable Period based upon the corrected financial statement, and (iii) promptly pay to the Agent the accrued additional interest owing as a result of such increased Applicable Margin for such Applicable Period, which payment shall be promptly applied by the Agent in accordance with Section 2.8(c); provided that non-payment as a result of such inaccuracy shall not in any event be deemed retroactively to be an Event of Default pursuant to Section 8.1(a), and such amount payable shall be calculated without giving effect to any additional interest payable on overdue amounts under Section 2.5(d) if paid promptly on demand. ~~Applicable LIBOR Applicable Base Rate Level Total Leverage Ratio Rate Margin (bps~~This is in addition to rights of the Agent and Lenders with respect to Sections 2.5(d) ~~Margin (bps) ----- -------------------- ----------------- -------------------- I < 2.50x 300.0 200.0 II greater than or equal to 2.50x 325.0 225.0~~and 8.2 and other of their respective rights under this Agreement.

Appears in 2 contracts

Sources: Credit Agreement (Microfinancial Inc), Credit Agreement (Microfinancial Inc)

Applicable Margin. ~~(i)~~ On the Third Amendment Effective Date and thereafter, the Applicable Margin with respect to the Term Loan D Loans shall be for Base Rate Advances, 1.50%, and for LIBOR Advances, 2.50%. The Applicable Margin with respect to the Term Loan D Loans shall be subject to reduction or increase, as applicable, and as set forth in the tables below, based upon the Borrower Leverage Ratio and the Senior Leverage Ratio set forth on a pro forma basis in any Request for Advance and as reflected in the financial statements required to be delivered for the fiscal quarter most recently ended pursuant to Section 6.1 or Section 6.2 hereof; provided that the Applicable Margins set forth in the tables below shall be increased by 25 bps at any time when the Senior Leverage Ratio is greater than 2.5 to 1.0. The adjustment provided for in this Section ~~5.1(a~~2.3(f)(ii) shall be effective (A) with respect to ~~any Revolving Credit Loans and Swingline Loans (~~an increase of the "Applicable Margin", as of the second (2nd) ~~shall~~ Business Day after the earliest of (1) with respect to Base Rate Advances, the day on which any Request for Advance is delivered, (2) with respect to LIBOR Advances, the day on which the requested Advance is made or (3) the day on which financial statements are required to be ~~based upon~~ delivered to the ~~table set forth below~~ Administrative Agent pursuant to Sections 6.1 and ~~shall be determined~~ 6.2 hereof, as the case may be, and ~~adjusted quarterly~~ (B) with respect to a decrease in the Applicable Margin, as of the second (2nd) Business Day after the earliest of (1) with respect to Base Rate Advances, the day on which any Request for Advance is delivered, (2) with respect to LIBOR Advances, the day on which the requested Advance is made or (3) except with respect to Interest Periods ending (or other payments of interest occurring) before the date that such financial statements are actually delivered to the Administrative Agent, the day on which such financial statements are required to be delivered to the Administrative Agent pursuant to Section 6.1 or 6.2 hereof. Notwithstanding the foregoing, if the Borrower shall fail to deliver financial statements within forty-five (~~each a "Calculation Date"~~45) ~~ten (10) Business Days~~ days after the ~~date by which~~ end of any of the ~~Borrower is required to provide an Officer's Compliance Certificate for~~ first three fiscal quarters of the ~~most recently ended~~ Borrower’s fiscal year (or within ninety (90) days after the end of the last fiscal quarter of the Borrower~~; provided~~’s fiscal year), ~~however~~as required by Sections 6.1 or 6.2 hereof, it shall be conclusively presumed that ~~(A)~~ the ~~initial~~ Applicable Margin is based upon a Borrower Leverage Ratio equal to the highest level set forth in the table below and a Senior Leverage Ratio greater than 2.5 to 1.0 for the ~~Revolving Credit Loans~~ period from and ~~Swingline Loans shall be based on Pricing Level IV~~ including the forty-sixth (~~as shown below~~46th) ~~and shall remain at Pricing Level IV until December 31~~day (or ninety-first (91st) day, ~~2001, and, thereafter~~ in the ~~Pricing Level shall be determined by reference to the Total Leverage Ratio as~~ case of the last ~~day~~ quarter) after the end of such fiscal quarter, as the ~~most recently ended fiscal quarter of~~ case may be, to the Business Day following the delivery by the Borrower preceding the applicable Calculation Date, and (B) if the Borrower fails to provide the Officer's Compliance Certificate as required by Section 8.2 for the most recently ended fiscal quarter of the Borrower preceding the applicable Calculation Date, the Applicable Margin for Revolving Credit Loans and Swingline Loans from such Calculation Date shall be based on Pricing Level IV (as shown below) until such time as an appropriate Officer's Compliance Certificate is provided, at which time the Pricing Level shall be determined by reference to the ~~Total Leverage Ratio as~~ Administrative Agent 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 financial statements: Greater than 4.00 to ~~all Extensions of Credit then existing or subsequently made or issued. PRICING LEVEL TOTAL LEVERAGE RATIO LIBOR BASE RATE ------------- -------------------- ----- --------- I <2.00x 2.25~~1.00 1.50% ~~1.25~~2.50% ~~II greater~~ Less than or equal to ~~2.00x but <2.50x 2.50~~4.00 to 1.00 1.25% ~~1.50% III greater than or equal to 2.50x but <3.00x 2.75% 1.75% IV greater than or equal to 3.00x 3.00% 2.00~~2.25% (ii) Subject to the provisions of Section 4.6(g), the Applicable Margin for Term Loans shall be based on the table set forth below and shall be determined and adjusted on each Calculation Date until such time as any change in the Applicable Margin or pricing grid, as applicable for Term Loans pursuant to Section 4.6; provided, however that (A) the initial Applicable Margin for Term Loans shall be based on Pricing Level II until the Calculation Date of March 31, 2002 and (B) if the Borrower fails to provide the Officer's Compliance Certificate as required by Section 8.2 for the most recently ended fiscal quarter of the Borrower preceding the applicable Calculation Date, the Applicable Margin for Term Loans from such Calculation Date shall be based on Pricing Level II (as shown below) until such time as an appropriate Officer's Compliance Certificate is provided, at which time the Pricing Level shall be determined by reference to the Total Leverage Ratio as of the last day of the most recently ended fiscal quarter of the Borrower preceding such Calculation Date. The Applicable Margin for Term Loans shall be effective from one Calculation Date until the next Calculation Date. Any adjustment in the Applicable Margin shall be applicable to all Term Loans then existing or subsequently made or issued. Applicable LIBOR Applicable Base Rate Level Total Leverage Ratio Rate Margin (bps) Margin (bps) ----- -------------------- ----------------- -------------------- I < 2.50x 300.0 200.0 II greater than or equal to 2.50x 325.0 225.0

Appears in 2 contracts

Sources: Credit Agreement (CBD Media Holdings LLC), Credit Agreement (CBD Media LLC)

Applicable Margin. ~~(i)~~ The Applicable Margin provided for in Section 5.1(a) with respect to any ~~Revolving Credit Loans and Swingline Loans~~ Loan (the "“Applicable Margin"”) shall be based upon the table set forth below and shall be determined and adjusted quarterly on the date (each a "“Calculation Date"”) ten (10) Business Days after the earlier of (i) the date by on which Borrower provides or (ii) the date on which the Borrower is required to ~~provide~~ provide, an Officer's ’s Compliance Certificate for the most recently ended ~~fiscal quarter~~ Fiscal Quarter of the Borrower; provided, however, that (A) the initial Applicable Margin ~~for the Revolving Credit Loans and Swingline Loans~~ shall be based on Pricing Level IV (as shown below) and shall remain at Pricing Level IV until ~~December 31, 2001,~~ the first Calculation Date occurring after the Closing Date and, thereafter the Pricing Level shall be determined by reference to the ~~Total~~ Senior Secured Leverage Ratio as of the last day of the most recently ended ~~fiscal quarter~~ Fiscal Quarter of the Borrower preceding the applicable Calculation Date, and (B) if the Borrower fails to provide the Officer's ’s Compliance Certificate as required by Section 8.2 for the most recently ended ~~fiscal quarter~~ Fiscal Quarter of the Borrower preceding the applicable Calculation Date, the Applicable Margin ~~for Revolving Credit Loans and Swingline Loans~~ from such Calculation Date shall be based on Pricing Level IV I (as shown below) until such time as an appropriate Officer's ’s Compliance Certificate is provided, at which time the Pricing Level shall be determined by reference to the ~~Total~~ Senior Secured Leverage Ratio as of the last day of the most recently ended ~~fiscal quarter~~ Fiscal Quarter of the Borrower preceding such Calculation Date. ~~The~~ Subject to Sections 5.1(c)(ii)(A) and (B) in the preceding sentence, 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 or issued. ~~PRICING LEVEL TOTAL LEVERAGE RATIO LIBOR BASE RATE ------------- -------------------- ----- ---------~~ Pricing Grid I ~~<2.00x 2.25% 1.25% II greater~~ Greater than or equal to ~~2.00x but <2.50x 2.50~~1.75 to 1.00 0.500 % ~~1.50~~1.250 % ~~III greater~~ II Greater than or equal to ~~2.50x~~ 1.25 to 1.00 but ~~<3.00x 2.75~~less than 1.75 to 1.00 0.250 % ~~1.75~~1.000 % ~~IV greater~~ III Greater than or equal to ~~3.00x 3.00~~0.75 to 1.00 but less than 1.25 to 1.00 0.125 % ~~2.00~~0.875 % IV Less than 0.75 to 1.00 0.000 % 0.750 % (ii) Subject to the provisions of Section 4.6(g), the Applicable Margin for Term Loans shall be based on the table set forth below and shall be determined and adjusted on each Calculation Date until such time as any change in the Applicable Margin or pricing grid, as applicable for Term Loans pursuant to Section 4.6; provided, however that (A) the initial Applicable Margin for Term Loans shall be based on Pricing Level II until the Calculation Date of March 31, 2002 and (B) if the Borrower fails to provide the Officer's Compliance Certificate as required by Section 8.2 for the most recently ended fiscal quarter of the Borrower preceding the applicable Calculation Date, the Applicable Margin for Term Loans from such Calculation Date shall be based on Pricing Level II (as shown below) until such time as an appropriate Officer's Compliance Certificate is provided, at which time the Pricing Level shall be determined by reference to the Total Leverage Ratio as of the last day of the most recently ended fiscal quarter of the Borrower preceding such Calculation Date. The Applicable Margin for Term Loans shall be effective from one Calculation Date until the next Calculation Date. Any adjustment in the Applicable Margin shall be applicable to all Term Loans then existing or subsequently made or issued. Applicable LIBOR Applicable Base Rate Level Total Leverage Ratio Rate Margin (bps) Margin (bps) ----- -------------------- ----------------- -------------------- I < 2.50x 300.0 200.0 II greater than or equal to 2.50x 325.0 225.0

Appears in 1 contract

Sources: Credit Agreement (O Charleys Inc)

Applicable Margin. ~~(i)~~ On any date, the Applicable Margin for LIBOR Rate Loans and Base Rate Loans shall be a percentage per annum as set forth below based on the ratio of the Consolidated Total Indebtedness to Borrower’s Gross Asset Value: Pricing Level 1 Less than 55% 3.00% 2.00% Pricing L▇▇▇▇ ▇ Equal to or greater than 55% but less than 60% 3.25% 2.25% Pricing L▇▇▇▇ ▇ Equal to or greater than 60% 3.50% 2.50% The initial Applicable Margin shall be at Pricing Level 1. The Applicable Margin ~~provided~~ for in Section 5.1(a) with respect to any Revolving Credit Loans and Swingline Loans (the "Applicable Margin") shall be based upon the table set forth below and shall be determined and adjusted quarterly on the date (each a "Calculation Date") ten (10) Business Days after the date by which the Borrower is required to provide an Officer's Compliance Certificate for the most recently ended fiscal quarter of the Borrower; provided, however, that (A) the initial Applicable Margin for the Revolving Credit Loans and Swingline Loans shall be based on Pricing Level IV (as shown below) and shall remain at Pricing Level IV until December 31, 2001, and, thereafter the Pricing Level Base Rate Loan shall be determined by reference to the ratio of Consolidated Total ~~Leverage Ratio as of the last day of the most recently ended fiscal quarter of the Borrower preceding the applicable Calculation Date~~Indebtedness to Gross Asset Value in effect from time to time, and (B) if the Borrower fails to provide the Officer's Compliance Certificate as required by Section 8.2 for the most recently ended fiscal quarter of the Borrower preceding the applicable Calculation Date, the Applicable Margin for ~~Revolving Credit~~ any Interest Period for all LIBOR Rate 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~~ comprising part of the ~~Pricing Level~~ same borrowing shall be determined by reference to the ratio of Consolidated Total ~~Leverage Ratio as of~~ Indebtedness to Gross Asset Value in effect on the ~~last~~ first (1st) day of ~~the most recently ended fiscal quarter of the Borrower preceding~~ such ~~Calculation Date~~Interest Period. The Applicable Margin shall not be adjusted based upon such ratio, if at all, until the first (1st) day of the first (1st) month following the delivery by 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 ~~Revolving Credit Loans and Swingline~~ Loans shall be ~~effective from one Calculation Date~~ at Pricing Level 3 until such failure is cured within any applicable cure period, or waived in writing by the ~~next Calculation Date~~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. ~~Any adjustment~~ 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 determined as if the Pricing Level for such higher Applicable Margin were applicable ~~to all Extensions~~ for such Applicable Period, and (c) the Borrower shall within three (3) Business Days of Credit then existing or subsequently made or issued. PRICING LEVEL TOTAL LEVERAGE RATIO LIBOR BASE RATE ------------- -------------------- ----- --------- I <2.00x 2.25% 1.25% II greater than or equal to 2.00x but <2.50x 2.50% 1.50% III greater than or equal to 2.50x but <3.00x 2.75% 1.75% IV greater than or equal to 3.00x 3.00% 2.00% (ii) Subject demand thereof by the Agent pay to the ~~provisions~~ Agent the accrued additional amount owing as a result of ~~Section 4.6(g), the~~ such increased Applicable Margin for ~~Term Loans~~ such Applicable Period, which payment shall be ~~based on~~ promptly applied by the ~~table set forth below and shall be determined and adjusted on each Calculation Date until such time as any change~~ Agent in the Applicable Margin or pricing grid, as applicable for Term Loans pursuant to Section 4.6; provided, however that (A) the initial Applicable Margin for Term Loans shall be based on Pricing Level II until the Calculation Date of March 31, 2002 and (B) if the Borrower fails to provide the Officer's Compliance Certificate as required by Section 8.2 for the most recently ended fiscal quarter of the Borrower preceding the applicable Calculation Date, the Applicable Margin for Term Loans from such Calculation Date shall be based on Pricing Level II (as shown below) until such time as an appropriate Officer's Compliance Certificate is provided, at which time the Pricing Level shall be determined by reference to the Total Leverage Ratio as of the last day of the most recently ended fiscal quarter of the Borrower preceding such Calculation Date. The Applicable Margin for Term Loans shall be effective from one Calculation Date until the next Calculation Date. Any adjustment in the Applicable Margin shall be applicable to all Term Loans then existing or subsequently made or issued. Applicable LIBOR Applicable Base Rate Level Total Leverage Ratio Rate Margin (bps) Margin (bps) ----- -------------------- ----------------- -------------------- I < 2.50x 300.0 200.0 II greater than or equal to 2.50x 325.0 225.0accordance with this Agreement.

Appears in 1 contract

Sources: Credit Agreement (GTJ REIT, Inc.)

Applicable Margin. ~~(i)~~ The Applicable Margin ~~provided for in Section 5.1(a) with respect to any Revolving Credit Loans and Swingline Loans (the "Applicable Margin")~~ set forth below shall be subject to adjustment (upwards or downwards, as appropriate) based ~~upon~~ on the Borrower's Status as at the end of each fiscal quarter in accordance with 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~~below. The Borrower's Compliance Certificate for the most recently ended fiscal quarter of the Borrower; provided, however, that (A) the initial Applicable Margin for the Revolving Credit Loans and Swingline Loans shall be based on Pricing Level IV (Status as ~~shown below) and shall remain~~ at ~~Pricing Level IV until December 31, 2001, and, thereafter the Pricing Level shall be determined by reference to the Total Leverage Ratio as of~~ the last day of ~~the most recently ended~~ each fiscal quarter shall be determined from the then most recent annual or quarterly financial statements of the Borrower ~~preceding the applicable Calculation Date, and (B) if~~ delivered by the Borrower ~~fails~~ pursuant to ~~provide~~ Section 6.1(i) or 6.1(ii) and the ~~Officer's~~ Compliance Certificate ~~as required~~ delivered by ~~Section 8.2 for the most recently ended fiscal quarter of~~ the Borrower preceding the applicable Calculation Date, the Applicable Margin for Revolving Credit Loans and Swingline Loans from such Calculation Date shall be based on Pricing Level IV (as shown below) until such time as an appropriate Officer's Compliance Certificate is provided, at which time the Pricing Level shall be determined by reference pursuant to ~~the Total Leverage Ratio as of the last day of the most recently ended fiscal quarter of the Borrower preceding such Calculation Date~~Section 6.1(iv). 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~~ adjustment, if any, to the Applicable Margin shall be ~~applicable~~ effective commencing five (5) days after the delivery to ~~all Extensions~~ the Lenders of ~~Credit~~ such financial statements and Compliance Certificate. In the event that the Borrower shall at any time fail to furnish to the Lenders such financial statements and Compliance Certificate within the time limitations specified by Section 6.1, then ~~existing~~ the maximum Applicable Margin shall apply from the date of such failure until the fifteenth (15th) day after such financial statements and Compliance Certificate are so delivered. Notwithstanding anything to the contrary contained herein, the Borrower's Status from the date of this Agreement to and including the later of (i) May 30, 1998 or subsequently made or issued. PRICING LEVEL TOTAL LEVERAGE RATIO LIBOR BASE RATE ------------- -------------------- ----- --------- I <2.00x 2.25% 1.25% II greater than or equal to 2.00x but <2.50x 2.50% 1.50% III greater than or equal to 2.50x but <3.00x 2.75% 1.75% IV greater than or equal to 3.00x 3.00% 2.00% (ii) ~~Subject~~ five (5) days after the delivery to the ~~provisions~~ Lender of ~~Section 4.6(g),~~ the Applicable Margin for Term Loans shall be based on the table set forth below and shall be determined and adjusted on each Calculation Date until such time as any change in the Applicable Margin or pricing grid, as applicable for Term Loans pursuant to Section 4.6; provided, however that (A) the initial Applicable Margin for Term Loans shall be based on Pricing Level II until the Calculation Date of March May 31, ~~2002 and (B) if the Borrower fails to provide the Officer's Compliance Certificate as required by Section 8.2 for the most recently ended fiscal quarter~~ 1998 annual financial statements of the Borrower ~~preceding the applicable Calculation Date~~accompanied by a current Compliance Certificate, ~~the~~ shall be deemed to be Level II Status. Applicable Margin ~~for Term Loans from such Calculation Date shall be based on Pricing~~ Table Status Applicable Margin (basis points) Level I 150.0 Level II ~~(as shown below) until such time as an appropriate Officer's Compliance Certificate is provided, at which time the Pricing~~ 125.0 Level shall be determined by reference to the Total Leverage Ratio as of the last day of the most recently ended fiscal quarter of the Borrower preceding such Calculation Date. The Applicable Margin for Term Loans shall be effective from one Calculation Date until the next Calculation Date. Any adjustment in the Applicable Margin shall be applicable to all Term Loans then existing or subsequently made or issued. Applicable LIBOR Applicable Base Rate Level Total Leverage Ratio Rate Margin (bps) Margin (bps) ----- -------------------- ----------------- -------------------- I < 2.50x 300.0 200.0 II greater than or equal to 2.50x 325.0 225.0III 100.0

Appears in 1 contract

Sources: Loan Agreement (Richardson Electronics LTD/De)

Applicable Margin. ~~(i) The Applicable Margin provided for in Section 5.1(a) with respect to~~ On any Revolving Credit Loans and Swingline Loans (the "Applicable Margin") shall be based upon the table set forth below and shall be determined and adjusted quarterly on the date (each a "Calculation Date") ten (10) Business Days after the date by which the Borrower is required to provide an Officer's Compliance Certificate for the most recently ended fiscal quarter of the Borrower; provided, however, that (A) the initial Applicable Margin for the Revolving Credit Loans and Swingline Loans shall be based on Pricing Level IV (as shown below) and shall remain at Pricing Level IV until December 31, 2001, and, thereafter the Pricing Level shall be determined by reference to the Total Leverage Ratio as of the last day of the most recently ended fiscal quarter 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 Datedate, the Applicable Margin for ~~Revolving Credit~~ LIBOR Rate Loans and ~~Swingline~~ Base Rate Loans ~~from such Calculation Date~~ shall be as set forth below based on the ratio of the Consolidated Total Indebtedness to the Consolidated Total Adjusted Asset Value: Pricing Level ~~IV (as shown below) until such time as an appropriate Officer's Compliance Certificate is provided, at which time the~~ 1 Less than 45% 1.75 % 0.75 % Pricing Level 2 Greater than or equal to 45% but less than 50% 2.00 % 1.00 % Pricing Level 3 Greater than or equal to 50% but less than 60% 2.25 % 1.25 % Pricing Level 4 Greater than or equal to 60% 2.50 % 1.50 % The initial Applicable Margin shall be ~~determined by reference to the Total Leverage Ratio as of the last day of the most recently ended fiscal quarter of the Borrower preceding such Calculation Date~~at Pricing Level 3. The Applicable Margin ~~for Revolving Credit Loans and Swingline Loans~~ shall not be ~~effective from one Calculation Date~~ adjusted based upon such ratio, if at all, until the ~~next Calculation Date~~first day of the first month following the delivery by the Borrower to the Agent of the Compliance Certificate after the end of a calendar quarter. ~~Any adjustment in~~ In the event that the Borrower shall fail to deliver to the Agent a quarterly Compliance Certificate on or before the date required by §7.1(c), then, without limiting any other rights of the Agent and the Lenders under this Agreement, the Applicable Margin shall be at Pricing Level 4 until such failure is cured within any applicable ~~to all Extensions of Credit then existing~~ cure period, or subsequently made or issued. PRICING LEVEL TOTAL LEVERAGE RATIO LIBOR BASE RATE ------------- -------------------- ----- --------- I <2.00x 2.25% 1.25% II greater than or equal to 2.00x but <2.50x 2.50% 1.50% III greater than or equal to 2.50x but <3.00x 2.75% 1.75% IV greater than or equal to 3.00x 3.00% 2.00% (ii) Subject to waived in writing by the ~~provisions of Section 4.6(g)~~Required Lenders, in which event the Applicable Margin ~~for Term Loans~~ shall ~~be based~~ adjust, if necessary, on the ~~table set forth below~~ first day of the first month following receipt of such Compliance Certificate. In the event that the Agent 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 ~~shall be determined and adjusted on each Calculation Date until~~ such ~~time as~~ inaccuracy, if corrected, would have led to the application of a higher Applicable Margin for any ~~change in~~ period (an “Applicable Period”) than the Applicable Margin ~~or pricing grid~~applied for such Applicable Period, ~~as applicable for Term Loans pursuant to Section 4.6; provided, however that~~ then (Aa) the ~~initial Applicable Margin for Term Loans~~ Borrower shall ~~be based on Pricing Level II until the Calculation Date of March 31, 2002 and (B) if the Borrower fails to provide the Officer's Compliance Certificate~~ as required by Section 8.2 for the most recently ended fiscal quarter of the Borrower preceding the applicable Calculation Date, the Applicable Margin for Term Loans from such Calculation Date shall be based on Pricing Level II (soon 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~~ practicable deliver to the ~~Total Leverage Ratio as of~~ Agent the ~~last day of the most recently ended fiscal quarter of the Borrower preceding~~ corrected financial statements for such ~~Calculation Date. The~~ Applicable ~~Margin for Term Loans shall be effective from one Calculation Date until the next Calculation Date. Any adjustment in~~ Period, (b) the Applicable Margin shall be determined as if the Pricing Level for such higher Applicable Margin were applicable for such Applicable Period, and (c) the Borrower shall within three (3) Business Days of demand thereof by the Agent pay to ~~all Term Loans then existing or subsequently made or issued.~~ the Agent the accrued additional amount owing as a result of such increased Applicable ~~LIBOR~~ Margin for such Applicable Base Rate Level Total Leverage Ratio Rate Margin (bps) Margin (bps) ----- -------------------- ----------------- -------------------- I < 2.50x 300.0 200.0 II greater than or equal to 2.50x 325.0 225.0Period, which payment shall be promptly applied by the Agent in accordance with this Agreement.

Appears in 1 contract

Sources: Credit Agreement (STORE CAPITAL Corp)

Applicable Margin. ~~(i) The Applicable Margin provided for in Section 5.1(a) with respect to any Revolving Credit Loans and Swingline Loans (~~For purposes hereof, the "Applicable Margin") " used to determine the LIBOR Rate shall ~~be based upon~~ mean the table set forth below and shall be determined and adjusted quarterly on the date (each a "Calculation Date") ten (10) Business Days after the date by which the Borrower is required to provide an Officer's Compliance Certificate for the most recently ended fiscal quarter of the Borrower; provided, however, that (A) the initial Applicable Margin for the Revolving Credit Loans and Swingline Loans shall be based on Pricing Level IV (as shown below) and shall remain at Pricing Level IV until December 31, 2001, and, thereafter the Pricing Level shall be interest rate margin determined by ~~reference to~~ the Total Leverage Ratio (as of defined in Section 13(J) hereof) in accordance with the ~~last day of the most recently ended fiscal quarter~~ following schedule: Total Leverage Ratio Applicable Margin LIBOR Loans -------------------- ----------------------------- Less than or equal to 1.35x +.50% Greater than 1.35x +.75% The Total Leverage Ratio of the Borrower ~~preceding~~ will be determined based on the ~~applicable Calculation Date~~most recent financial statements and financial covenant certificate delivered to CoBank pursuant to Section 13(I)(8) hereof, and changes in the Applicable Margin will not be made until the third Business Day after receipt thereof. Notwithstanding the foregoing: (B1) ~~if the Borrower fails to provide the Officer's Compliance Certificate as required by Section 8.2 for the most recently ended fiscal quarter~~ at closing and until receipt of the ~~Borrower preceding the applicable Calculation Date~~first set of financial statements and financial covenant certificate required pursuant to Section 13(I)(8), the Applicable Margin ~~for Revolving Credit Loans and Swingline Loans from such Calculation Date~~ shall be ~~based on Pricing Level IV~~ .75% for loans bearing interest at the LIBOR Rate (~~as shown below) until such time as an appropriate Officer's Compliance Certificate is provided~~unless, at ~~which time the Pricing Level shall be determined by reference to the Total Leverage Ratio as of the last day of the most recently ended fiscal quarter of~~ closing, the Borrower ~~preceding such Calculation Date. The Applicable Margin for Revolving Credit Loans~~ furnishes its most recent quarterly financial statement and ~~Swingline Loans shall be effective from one Calculation Date until~~ financial covenant certificate showing that the ~~next Calculation Date. Any adjustment~~ Borrower is entitled to a lower rate); and (2) changes in the Applicable Margin shall be applicable to ~~all Extensions~~ the Portion of ~~Credit then existing or subsequently made or issued~~the Loan bearing interest at the LIBOR Rate, regardless of when made. PRICING LEVEL TOTAL LEVERAGE RATIO LIBOR BASE RATE ------------- -------------------- ----- --------- I <2.00x 2.25% 1.25% II greater than or equal to 2.00x but <2.50x 2.50% 1.50% III greater than or equal to 2.50x but <3.00x 2.75% 1.75% IV greater than or equal to 3.00x 3.00% 2.00% (ii) Subject to In the provisions of Section 4.6(g), the Applicable Margin for Term Loans shall be based on the table set forth below and shall be determined and adjusted on each Calculation Date until such time as any change in the Applicable Margin or pricing grid, as applicable for Term Loans pursuant to Section 4.6; provided, however that (A) the initial Applicable Margin for Term Loans shall be based on Pricing Level II until the Calculation Date of March 31, 2002 and (B) if event the Borrower fails to timely provide the ~~Officer~~financial statements and financial covenant certificate referred to in Section 13(I)(8), then, without prejudice to CoBank's ~~Compliance Certificate as required by~~ rights under Section ~~8.2 for the most recently ended fiscal quarter of the Borrower preceding the applicable Calculation Date~~16 hereof, 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 recently ended fiscal quarter of the Borrower preceding such Calculation Date. The Applicable Margin for Term Loans shall be effective from one Calculation Date until the next Calculation Date. Any adjustment in the Applicable Margin shall be ~~applicable to all Term Loans then existing or subsequently made or issued. Applicable~~ .75% for the Portion of the Loan bearing interest at the LIBOR ~~Applicable Base~~ Rate ~~Level~~ until it does so regardless of the Total Leverage ~~Ratio Rate Margin (bps) Margin (bps) ----- -------------------- ----------------- -------------------- I < 2.50x 300.0 200.0 II greater than or equal to 2.50x 325.0 225.0~~Ratio.

Appears in 1 contract

Sources: Line of Credit Agreement (Commonwealth Telephone Enterprises Inc /New/)

Applicable Margin. (i) The Applicable Margin shall be subject to reduction or increase, as applicable, and as set forth in the tables below, based upon the Leverage Ratio of the Borrower set forth on a pro forma basis (after giving effect to any requested Advances) in any Request for Advance and as reflected in the financial statements required to be delivered for the fiscal quarter most recently ended pursuant to Section 6.1 or Section 6.2 hereof. The adjustment provided for in this Section ~~5.1(a~~2.3(g) shall be effective (A) with respect to ~~any Revolving Credit Loans and Swingline Loans (~~an increase of the "Applicable Margin", as of the second (2nd) ~~shall~~ Business Day after (1) with respect to Base Rate Advances, the day on which any Request for Advance is delivered, (2) with respect to LIBOR Advances, the day on which the requested Advance is made or (3) the day on which financial statements are required to be ~~based upon~~ delivered to the ~~table set forth below~~ Administrative Agent pursuant to Sections 6.1 and ~~shall be determined~~ 6.2 hereof (or, if applicable, the monthly financial statements delivered by the Borrower), as the case may be, and ~~adjusted quarterly~~ (B) with respect to a decrease in the Applicable Margin, as of the second (2nd) Business Day after (1) with respect to Base Rate Advances, the day on which any Request for Advance is delivered, (2) with respect to LIBOR Advances, the day on which the requested Advance is made or (3) except with respect to Interest Periods ending (or other payments of interest occurring) before the date that such financial statements are actually delivered to the Administrative Agent, (~~each a "Calculation~~ x) the day on which such financial statements are required to be delivered to the Administrative Agent pursuant to Section 6.1 or 6.2 hereof or (y) if applicable, the one year anniversary of the Agreement Date", as the case may be. Notwithstanding the foregoing, if the Borrower shall fail to deliver financial statements within forty-five (45) ~~ten (10) Business Days~~ days after the ~~date by which~~ end of any of the ~~Borrower is required to provide an Officer~~first three fiscal quarters of the Borrower's ~~Compliance Certificate for~~ fiscal year (or within one hundred twenty (120) days after the ~~most recently ended~~ end of the last fiscal quarter of the Borrower~~; provided~~'s fiscal year), ~~however~~as required by Sections 6.1 or 6.2 hereof, it shall be conclusively presumed that ~~(A)~~ the ~~initial~~ Applicable Margin is based upon a Leverage Ratio of 4.0 to 1.0 for the ~~Revolving Credit Loans~~ period from and ~~Swingline Loans~~ including the forty-sixth (46th) day (or one hundred twenty-first (121st) day, in the case of the last quarter) after the end of such fiscal quarter, as the case may be, to the Business Day following the delivery by the Borrower to the Administrative Agent of such financial statements. The Applicable Margin in effect on the Agreement Date shall be based upon a certificate, dated the Agreement Date, by the Borrower's chief financial officer showing the Leverage Ratio on ~~Pricing Level IV~~ a pro forma basis (~~as shown below~~after giving effect to initial Advances hereunder) and ~~shall remain at Pricing Level IV until December 31~~delivered to the Administrative Agent on the Agreement Date. (i) Prior to receipt by the Borrower of (x) Threshold Debt Proceeds and (y) the Cash Equity Proceeds, ~~2001, and, thereafter~~ the ~~Pricing Level~~ Applicable Margin shall be ~~determined by reference~~ set forth below: Base Rate Advance LIBOR Advance Leverage Ratio Applicable Margin Applicable Margin -------------- ----------------- ----------------- Greater than or equal to 4.0 to 1.0 0.750% 1.750% Greater than or equal to 3.5 to 1.0 but less than 4.0 to 1.0 0.625% 1.625% Greater than or equal to 3.0 to 1.0 but less than 3.5 to 1.0 0.500% 1.500% Greater than or equal to 2.5 to 1.0 but less than 3.0 to 1.0 0.500% 1.375% Greater than or equal to 2.0 to 1.0 but less than 2.5 to 1.0 0.500% 1.250% Less than 2.0 to 1.0 0.375% 1.250% (ii) Notwithstanding the foregoing table above for all periods prior to the ~~Total Leverage Ratio as~~ twelve (12) month anniversary 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 Agreement Date, the Applicable Margin for ~~Revolving Credit Loans and Swingline Loans from such Calculation Date shall~~ LIBOR borrowings under the Facility B Commitment will be ~~based on Pricing Level IV~~ no lower than 1.500%. (~~as shown below~~i) ~~until such time as an appropriate Officer's Compliance Certificate is provided, at which time the Pricing Level shall be determined~~ following receipt by ~~reference to the Total Leverage Ratio as of the last day of the most recently ended fiscal quarter of~~ the Borrower ~~preceding such Calculation Date. The Applicable Margin for Revolving Credit Loans~~ of (ii) the Threshold Debt Proceeds and ~~Swingline Loans shall be effective from one Calculation Date until~~ (iii) the ~~next Calculation Date. Any adjustment in~~ Cash Equity Proceeds, the Applicable Margin shall be ~~applicable to all Extensions of Credit then existing or subsequently made or issued. PRICING LEVEL TOTAL LEVERAGE RATIO~~ as set forth below: Base Rate Advance LIBOR ~~BASE RATE ------------- -------------------- ----- --------- I <2.00x 2.25% 1.25% II greater~~ Advance Leverage Ratio Applicable Margin Applicable Margin Greater than or equal to ~~2.00x but <2.50x 2.50~~4.5 to 1.0 0.750% ~~1.50~~1.750% ~~III greater~~ Greater than or equal to ~~2.50x~~ 4.0 to 1.0 but ~~<3.00x 2.75~~less than 4.5 to 1.0 0.500% ~~1.75~~1.500% ~~IV greater~~ Greater than or equal to ~~3.00x 3.00~~3.5 to 1.0 but less than 4.0 to 1.0 0.375% ~~2.00~~1.375% Greater than or equal to 3.0 to 1.0 but less than 3.5 to 1.0 0.375% 1.250% Greater than or equal to 2.5 to 1.0 but less than 3.0 to 1.0 0.375% 1.125% Greater than or equal to 2.0 to 1.0 but less than 2.5 to 1.0 0.375% 1.000% Less than 2.0 to 1.0 0.250% 1.000% (ii) ~~Subject~~ Notwithstanding the foregoing table above for all periods prior to the provisions of Section 4.6(g), the Applicable Margin for Term Loans shall be based on the table set forth below and shall be determined and adjusted on each Calculation Date until such time as any change in the Applicable Margin or pricing grid, as applicable for Term Loans pursuant to Section 4.6; provided, however that twelve (A12) the initial Applicable Margin for Term Loans shall be based on Pricing Level II until the Calculation Date of March 31, 2002 and (B) if the Borrower fails to provide the Officer's Compliance Certificate as required by Section 8.2 for the most recently ended fiscal quarter month anniversary of the ~~Borrower preceding the applicable Calculation~~ Agreement Date, the Applicable Margin for ~~Term Loans from such Calculation Date shall~~ LIBOR Advances under the Facility B Commitment will 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 recently ended fiscal quarter of the Borrower preceding such Calculation Date. The Applicable Margin for Term Loans shall be effective from one Calculation Date until the next Calculation Date. Any adjustment in the Applicable Margin shall be applicable to all Term Loans then existing or subsequently made or issued. Applicable LIBOR Applicable Base Rate Level Total Leverage Ratio Rate Margin (bps) Margin (bps) ----- -------------------- ----------------- -------------------- I < 2.50x 300.0 200.0 II greater no lower than ~~or equal to 2.50x 325.0 225.0~~1.250%.

Appears in 1 contract

Sources: Loan Agreement (Tv Guide Inc)

Applicable Margin. (i) ~~The Applicable Margin provided for in Section 5.1(a) with~~ With respect to any Advance under the Revolving ~~Credit Loans~~ Commitment and ~~Swingline Loans (~~Term A Loans, the "Applicable ~~Margin")~~ Margin shall be as of any calculation date the interest rate margin determined by the Administrative Agent based upon the ~~table set forth below and shall be~~ Leverage Ratio 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~~ recent fiscal quarter end, to be adjusted from time to time effective as of the ~~Borrower; provided~~second Business Day after the financial statements referred to in Section 6.1 hereof are required to be furnished by the Borrower to the Administrative Agent and each Lender for the fiscal quarter most recently ended, ~~however,~~ expressed as a per annum rate of interest as follows: Base Rate Eurodollar Advance Advance Applicable Applicable Leverage Ratio Margin Margin ---------------------------------- ---------- ----------- Pricing Level 1 Greater than 5.00 1.500% 2.500% Pricing Level 2 Greater than 4.00 but less than or 1.250% 2.250% equal to 5.00 Pricing Level 3 Greater than 3.00 but less than or 1.000% 2.000% equal to 4.00 Pricing Level 4 Less than or equal to 3.00 0.750% 1.750% In the event that the Borrower fails to timely provide (A) the ~~initial Applicable Margin for~~ financial statements referred to above in accordance with the ~~Revolving Credit Loans~~ terms of Section 6.1 hereof or (B) the Performance Certificate referred to in Section 6.3 hereof, and ~~Swingline Loans shall be based on~~ without prejudice to any additional rights under Section 8.2 hereof, Pricing Level ~~IV (as shown below) and~~ 1 shall ~~remain at Pricing Level IV until December 31, 2001, and, thereafter the Pricing Level shall be determined by reference to the Total Leverage Ratio~~ apply as of the ~~last~~ fifth day after the date on which such statements or certificate were required to have been delivered until the actual delivery of such statements or certificate. Subject to the ~~most recently ended fiscal quarter of~~ immediately preceding sentence, from the ~~Borrower preceding~~ Agreement Date until the ~~applicable Calculation Date~~second Business Day after the first date on which the financial statements referred to in Section 6.1 hereof are required to be furnished, ~~and~~ Pricing Level 2 shall apply. (Bii) if With respect to 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~~Term B Loans, the Applicable Margin for ~~Revolving Credit Loans and Swingline Loans from such Calculation Date~~ Eurodollar Advances shall be based on Pricing Level IV (as shown below) until such time as an appropriate Officer's Compliance Certificate is provided, at which time the Pricing Level shall be determined by reference to the Total Leverage Ratio as of the last day of the most recently ended fiscal quarter of the Borrower preceding such Calculation Date. The Applicable Margin for Revolving Credit Loans and Swingline Loans shall be 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 TOTAL LEVERAGE RATIO LIBOR BASE RATE ------------- -------------------- ----- --------- I <2.00x 2.25% 1.25% II greater than or equal to 2.00x but <2.50x 2.50% 1.50% III greater than or equal to 2.50x but <3.00x 2.75% 1.75% IV greater than or equal to 3.00x 3.00% ~~2.00% (ii) Subject to the provisions of Section 4.6(g),~~ per annum and the Applicable Margin for ~~Term Loans~~ Base Rate Advances shall be based on the table set forth below and shall be determined and adjusted on each Calculation Date until such time as any change in the Applicable Margin or pricing grid, as applicable for Term Loans pursuant to Section 4.6; provided, however that (A) the initial Applicable Margin for Term Loans shall be based on Pricing Level II until the Calculation Date of March 31, 2002 and (B) if the Borrower fails to provide the Officer's Compliance Certificate as required by Section 8.2 for the most recently ended fiscal quarter of the Borrower preceding the applicable Calculation Date, the Applicable Margin for Term Loans from such Calculation Date shall be based on Pricing Level II (as shown below) until such time as an appropriate Officer's Compliance Certificate is provided, at which time the Pricing Level shall be determined by reference to the Total Leverage Ratio as of the last day of the most recently ended fiscal quarter of the Borrower preceding such Calculation Date. The Applicable Margin for Term Loans shall be effective from one Calculation Date until the next Calculation Date. Any adjustment in the Applicable Margin shall be applicable to all Term Loans then existing or subsequently made or issued. Applicable LIBOR Applicable Base Rate Level Total Leverage Ratio Rate Margin (bps) Margin (bps) ----- -------------------- ----------------- -------------------- I < 2.50x 300.0 200.0 II greater than or equal to 2.50x 325.0 225.02.00% per annum.

Appears in 1 contract

Sources: Credit Agreement (Western Wireless Corp)

Applicable Margin. Initially, and continuing through April 29, 2011, the applicable Base Rate Margin, LIBOR Margin, and Commitment Fee Margin shall be 2.50%, 3.50%, and 0.500% per annum, respectively. From April 30, 2011, continuing through the day immediately preceding the first Adjustment Date after December 31, 2010 on which Borrower demonstrates by delivery of a Compliance Certificate that a change in the Base Rate Margin, the LIBOR Margin, and the Commitment Fee Margin is warranted and requests such change in writing, the applicable Base Rate Margin, LIBOR Margin, and Commitment Fee Margin shall be 2.00%, 3.00%, and 0.375% per annum, respectively. Commencing on such Adjustment Date, the applicable Base Rate Margin, LIBOR Margin, and Commitment Fee Margin shall be for each Calculation Period the applicable per annum percentage set forth in the pricing table below opposite the applicable Total Leverage Ratio of Borrower, determined on a consolidated basis for Borrower and its Subsidiaries; provided, that, in the event that (i) ~~The Applicable~~ Administrative Agent shall not receive the financial statements, Compliance Certificate, and Annual Officer’s Certificate required pursuant to Subsections 4.6(A), 4.6(B), 4.6(C), and 4.6(D) when due, or (ii) an Event of Default occurs and Administrative Agent or Requisite Lenders so elect, then from such due date or dates and until the fifth Business Day following Administrative Agent’s receipt of such overdue financial statements, Compliance Certificate and Annual Officer’s Certificate or for so long as such Event of Default continues, as applicable (and in the event a decrease in the applicable margin is then warranted, receipt of Borrower’s written request to decrease such margin), the Base Rate Margin ~~provided for in Section 5.1(a) with respect to any Revolving Credit Loans and Swingline Loans (the "Applicable Margin")~~ shall be ~~based upon~~ 2.00% per annum, the ~~table set forth below and~~ LIBOR Margin shall be ~~determined~~ 3.00% per annum, 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 BorrowerCommitment Fee Margin shall be 0.375%; provided, ~~however~~further, that ~~(A)~~ effective upon the initial Applicable Margin for the Revolving Credit Loans and Swingline Loans shall be based on Pricing Level IV (as shown below) and shall remain at Pricing Level IV until December 31, 2001, and, thereafter the Pricing Level shall be determined by reference to closing of any Acquisition that will increase the Total Leverage Ratio as of the last day of the most recently ended fiscal quarter of the Borrower preceding the applicable Calculation Date, and (B) if the Borrower fails to provide the Officer's Compliance Certificate as required by Section 8.2 for the most recently ended fiscal quarter of the Borrower preceding the applicable Calculation Dateon a Pro forma Basis, the Applicable Margin for Revolving Credit Loans and Swingline Loans from such Calculation Date shall be based on Pricing Level IV (as shown below) until such time as an appropriate Officer's Compliance Certificate is provided, at which time the Pricing Level shall be determined by reference to the Total Leverage Ratio as of the last day of the most recently ended fiscal quarter of the Borrower preceding such Calculation Date. The Applicable Margin for Revolving Credit Loans and Swingline Loans shall be 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 TOTAL LEVERAGE RATIO LIBOR BASE RATE ------------- -------------------- ----- --------- I <2.00x 2.25% 1.25% II greater than or equal to 2.00x but <2.50x 2.50% 1.50% III greater than or equal to 2.50x but <3.00x 2.75% 1.75% IV greater than or equal to 3.00x 3.00% 2.00% (ii) Subject to the provisions of Section 4.6(g), the Applicable Margin for Term Loans shall be based on the table set forth below and shall be determined and adjusted on each Calculation Date until such time as any change in the Applicable Margin or pricing grid, as applicable for Term Loans pursuant to Section 4.6; provided, however that (A) the initial Applicable Margin for Term Loans shall be based on Pricing Level II until the Calculation Date of March 31, 2002 and (B) if the Borrower fails to provide the Officer's Compliance Certificate as required by Section 8.2 for the most recently ended fiscal quarter of the Borrower preceding the applicable Calculation Date, the Applicable Margin for Term Loans from such Calculation Date shall be based on Pricing Level II (as shown below) until such time as an appropriate Officer's Compliance Certificate is provided, at which time the Pricing Level shall be determined by reference to the Total Leverage Ratio as of the last day of the most recently ended fiscal quarter of the Borrower preceding such Calculation Date. The Applicable Margin for Term Loans shall be effective from one Calculation Date until the next Calculation Date. Any adjustment in the Applicable Margin shall be applicable to all Term Loans then existing or subsequently made or issued. Applicable LIBOR Applicable Base Rate ~~Level Total Leverage Ratio Rate~~ Margin, LIBOR Margin ~~(bps)~~ and Commitment Fee Margin ~~(bps) ----- -------------------- ----------------- -------------------- I < 2.50x 300.0 200.0 II greater than or equal~~ will immediately adjust to ~~2.50x 325.0 225.0~~reflect such higher ratio. Second Amendment Agreement/Shenandoah Telecommunications Company

Appears in 1 contract

Sources: Second Amendment Agreement (Shenandoah Telecommunications Co/Va/)

Applicable Margin. (i) The Applicable Margin shall be subject to reduction or increase, as applicable, and as set forth in the tables below, based upon the Leverage Ratio of the Borrower set forth on a pro forma basis (after giving effect to any requested Advances) in any Request for Advance and as reflected in the financial statements required to be delivered for the fiscal quarter most recently ended pursuant to Section 6.1 or Section 6.2 hereof. The adjustment provided for in this Section ~~5.1(a~~2.3(g) shall be effective (A) with respect to ~~any Revolving Credit Loans and Swingline Loans (~~an increase of the "Applicable Margin", as of the second (2nd) ~~shall~~ Business Day after (1) with respect to Base Rate Advances, the day on which any Request for Advance is delivered, (2) with respect to LIBOR Advances, the day on which the requested Advance is made or (3) the day on which financial statements are required to be ~~based upon~~ delivered to the ~~table set forth below~~ Administrative Agent pursuant to Sections 6.1 and ~~shall be determined~~ 6.2 hereof (or, if applicable, the monthly financial statements delivered by the Borrower), as the case may be, and ~~adjusted quarterly~~ (B) with respect to a decrease in the Applicable Margin, as of the second (2nd) Business Day after (1) with respect to Base Rate Advances, the day on which any Request for Advance is delivered, (2) with respect to LIBOR Advances, the day on which the requested Advance is made or (3) except with respect to Interest Periods ending (or other payments of interest occurring) before the date that such financial statements are actually delivered to the Administrative Agent, (~~each a "Calculation~~ x) the day on which such financial statements are required to be delivered to the Administrative Agent pursuant to Section 6.1 or 6.2 hereof or (y) if applicable, the one year anniversary of the Agreement Date", as the case may be. Notwithstanding the foregoing, if the Borrower shall fail to deliver financial statements within forty-five (45) ~~ten (10) Business Days~~ days after the ~~date by which~~ end of any of the ~~Borrower is required to provide an Officer~~first three fiscal quarters of the Borrower's ~~Compliance Certificate for~~ fiscal year (or within one hundred twenty (120) days after the ~~most recently ended~~ end of the last fiscal quarter of the Borrower~~; provided~~'s fiscal year), ~~however~~as required by Sections 6.1 or 6.2 hereof, it shall be conclusively presumed that ~~(A)~~ the ~~initial~~ Applicable Margin is based upon a Leverage Ratio of 4.0 to 1.0 for the ~~Revolving Credit Loans~~ period from and ~~Swingline Loans~~ including the forty-sixth (46th) day (or one hundred twenty-first (121st) day, in the case of the last quarter) after the end of such fiscal quarter, as the case may be, to the Business Day following the delivery by the Borrower to the Administrative Agent of such financial statements. The Applicable Margin in effect on the Agreement Date shall be based upon a certificate, dated the Agreement Date, by the Borrower's chief financial officer showing the Leverage Ratio on ~~Pricing Level IV~~ a pro forma basis (~~as shown below~~after giving effect to initial Advances hereunder) and ~~shall remain at Pricing Level IV until December 31~~delivered to the Administrative Agent on the Agreement Date. (i) Prior to receipt by the Borrower of (x) Threshold Debt Proceeds and (y) the Cash Equity Proceeds, ~~2001, and, thereafter~~ the ~~Pricing Level~~ Applicable Margin shall be ~~determined by reference~~ set forth below: Base Rate Advance LIBOR Advance Leverage Ratio Applicable Margin Applicable Margin Greater than or equal to 4.0 to 1.0 0.250% 1.250% Greater than or equal to 3.5 to 1.0 but less than 4.0 to 1.0 0.125% 1.125% Greater than or equal to 3.0 to 1.0 but less than 3.5 to 1.0 0.000% 1.000% Greater than or equal to 2.5 to 1.0 but less than 3.0 to 1.0 0.000% 0.875% Greater than or equal to 2.0 to 1.0 but less than 2.5 to 1.0 0.000% 0.750% Less than 2.0 to 1.0 0.000% 0.875% (ii) Notwithstanding the foregoing table above for all periods prior to the ~~Total Leverage Ratio as~~ twelve (12) month anniversary 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 Agreement Date, the Applicable Margin for ~~Revolving Credit Loans and Swingline Loans from such Calculation Date shall~~ LIBOR borrowings under the Facility A Commitment will be ~~based on Pricing Level IV~~ no lower than 1.000%. (~~as shown below~~i) ~~until such time as an appropriate Officer's Compliance Certificate is provided, at which time the Pricing Level shall be determined~~ following receipt by ~~reference to the Total Leverage Ratio as of the last day of the most recently ended fiscal quarter of~~ the Borrower ~~preceding such Calculation Date. The Applicable Margin for Revolving Credit Loans~~ of (ii) the Threshold Debt Proceeds and ~~Swingline Loans shall be effective from one Calculation Date until~~ (iii) the ~~next Calculation Date. Any adjustment in~~ Cash Equity Proceeds, the Applicable Margin shall be ~~applicable to all Extensions of Credit then existing or subsequently made or issued. PRICING LEVEL TOTAL LEVERAGE RATIO~~ as set forth below: Base Rate Advance LIBOR ~~BASE RATE ------------- -------------------- ----- --------- I <2.00x 2.25% 1.25% II greater~~ Advance Leverage Ratio Applicable Margin Applicable Margin Greater than or equal to ~~2.00x but <2.50x 2.50~~4.5 to 1.0 0.250% ~~1.50~~1.250% ~~III greater~~ Greater than or equal to ~~2.50x~~ 4.0 to 1.0 but ~~<3.00x 2.75~~less than 4.5 to 1.0 0.125% ~~1.75~~1.125% ~~IV greater~~ Greater than or equal to ~~3.00x 3.00~~3.5 to 1.0 but less than 4.0 to 1.0 0.000% ~~2.00~~1.000% Greater than or equal to 3.0 to 1.0 but less than 3.5 to 1.0 0.000% 0.875% Greater than or equal to 2.5 to 1.0 but less than 3.0 to 1.0 0.000% 0.750% Greater than or equal to 2.0 to 1.0 but less than 2.5 to 1.0 0.000% 0.625% Less than 2.0 to 1.0 0.000% 0.750% (ii) ~~Subject~~ Notwithstanding the foregoing table above for all periods prior to the provisions of Section 4.6(g), the Applicable Margin for Term Loans shall be based on the table set forth below and shall be determined and adjusted on each Calculation Date until such time as any change in the Applicable Margin or pricing grid, as applicable for Term Loans pursuant to Section 4.6; provided, however that twelve (A12) the initial Applicable Margin for Term Loans shall be based on Pricing Level II until the Calculation Date of March 31, 2002 and (B) if the Borrower fails to provide the Officer's Compliance Certificate as required by Section 8.2 for the most recently ended fiscal quarter month anniversary of the ~~Borrower preceding the applicable Calculation~~ Agreement Date, the Applicable Margin for ~~Term Loans from such Calculation Date shall~~ LIBOR Advances under the Facility A Commitment will 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 recently ended fiscal quarter of the Borrower preceding such Calculation Date. The Applicable Margin for Term Loans shall be effective from one Calculation Date until the next Calculation Date. Any adjustment in the Applicable Margin shall be applicable to all Term Loans then existing or subsequently made or issued. Applicable LIBOR Applicable Base Rate Level Total Leverage Ratio Rate Margin (bps) Margin (bps) ----- -------------------- ----------------- -------------------- I < 2.50x 300.0 200.0 II greater no lower than ~~or equal to 2.50x 325.0 225.0~~0.875%.

Appears in 1 contract

Sources: Loan Agreement (Tv Guide Inc)

Applicable Margin. ~~(i)~~ The Applicable Margin provided for in Section ~~5.1(a~~6.1(a) with respect to any ~~Revolving Credit Loans and Swingline Loans~~ Loan (the "“Applicable Margin"”) shall be based upon the table set forth below and shall be determined and adjusted quarterly on the date (each a "Calculation Date") ten (10) Business Days after the date by which the Borrower is required to provide an Officer's Compliance Certificate for the most recently ended fiscal quarter of the Borrower; provided, however, that (A) the initial Applicable Margin for the Revolving Credit Loans and Swingline Loans shall be based on Pricing Level IV (as shown below) and shall remain at Pricing Level IV until December 31, 2001, and, thereafter the Pricing Level shall be determined by reference to ~~the Total Leverage Ratio~~ Average Excess Availability as of the last day of the most recently ended ~~fiscal quarter of the Borrower~~ month preceding the applicable Calculation Date and adjusted monthly on each date (each, a “Calculation Date”) that is the earlier of (i) the date on which the Credit Parties provide, or (ii) the date on which the Credit Parties are required to provide, the reports and ~~(B)~~ other information required to be provided for each month pursuant to Section 9.4(b); provided, however, that if the ~~Borrower fails~~ Credit Parties fail to provide the ~~Officer's Compliance Certificate~~ reports and other information as required by Section ~~8.2~~ 9.4(b) for the most recently ended ~~fiscal quarter of the Borrower~~ month preceding the applicable Calculation Date, the Applicable Margin ~~for Revolving Credit Loans and Swingline Loans~~ from such Calculation Date shall be based on Pricing Level IV I (as shown below) until such time as ~~an appropriate Officer's Compliance Certificate~~ such reports and other information is ~~provided~~provided as required by Section 9.4(b), at which time the ~~Pricing Level~~ Applicable Margin shall be determined by reference to ~~the Total Leverage Ratio~~ Average Excess Availability as of the last day of the most recently ended ~~fiscal quarter of the Borrower~~ month 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. Automatically upon the occurrence and during the continuance of any Event of Default under Section 13.1(a), (b), (j) or (k), and at the election of the Required Lenders upon the occurrence and during the continuance of any other Event of Default, the Applicable Margin shall be based on Pricing Level I. Any adjustment in the Applicable Margin shall be applicable to all Extensions of Credit then existing or subsequently made or issued. ~~PRICING LEVEL TOTAL LEVERAGE RATIO LIBOR BASE RATE ------------- -------------------- ----- ---------~~ I ~~<2.00x 2.25~~Less than $25,000,000 1.50 % ~~1.25~~0.25 % II ~~greater~~ Greater than or equal to ~~2.00x~~ $25,000,000 but ~~<2.50x 2.50~~less than $50,000,000 1.25 % ~~1.50~~0.00 % III ~~greater~~ Greater than or equal to ~~2.50x but <3.00x 2.75~~$50,000,000 1.00 % ~~1.75~~-0.25 % ~~IV greater than or equal~~ Notwithstanding the foregoing, however, in the event that the information regarding Average Excess Availability delivered pursuant to ~~3.00x 3.00% 2.00% (ii) Subject~~ this Agreement is shown to be inaccurate, and such inaccuracy, if corrected, would have led to the ~~provisions~~ application of ~~Section 4.6(g),~~ higher Applicable Margins for any period (a “Margin Rate Period”) than the Applicable Margins actually applied for such Margin Rate Period, then (a) the Parent shall immediately deliver to the Administrative Agent a certificate calculating the correct Average Excess Availability for ~~Term Loans shall be based on~~ such Margin Rate Period, (b) the ~~table set forth below and~~ Applicable Margins shall be determined ~~and adjusted on each Calculation Date until such time~~ as any change in the Applicable Margin or pricing grid, as applicable for Term Loans pursuant to Section 4.6; provided, however that (A) the initial Applicable Margin for Term Loans shall be based on Pricing Level II until the Calculation Date of March 31, 2002 and (B) if the ~~Borrower fails to provide the Officer's Compliance Certificate as required by Section 8.2 for the most recently ended fiscal quarter of the Borrower preceding the applicable Calculation Date, the~~ correct Applicable ~~Margin for Term Loans from such Calculation Date shall be based on Pricing Level II~~ Margins (as shown ~~below~~above) ~~until~~ were applicable for such ~~time~~ Margin Rate Period, and (c) the Borrowers shall immediately deliver to the Administrative Agent full payment in respect of the accrued additional interest on the Obligations as ~~an appropriate Officer's Compliance Certificate is provided~~a result of such increased Applicable Margins for such Margin Rate Period, at which ~~time the Pricing Level~~ payment shall be ~~determined~~ promptly applied by ~~reference~~ the Administrative Agent to the Total Leverage Ratio as of the last day of the most recently ended fiscal quarter of the Borrower preceding such Calculation Date. The Applicable Margin for Term Loans shall be effective from one Calculation Date until the next Calculation Date. Any adjustment in the Applicable Margin shall be applicable to all Term Loans then existing or subsequently made or issued. Applicable LIBOR Applicable Base Rate Level Total Leverage Ratio Rate Margin (bps) Margin (bps) ----- -------------------- ----------------- -------------------- I < 2.50x 300.0 200.0 II greater than or equal to 2.50x 325.0 225.0affected Obligations.

Appears in 1 contract

Sources: Credit Agreement (La-Z-Boy Inc)

Applicable Margin. The following percentages per annum, based upon the Total Leverage Ratio as set forth in the most recent Compliance Certificate received by the Administrative Agent pursuant to §8.4(c): Any increase or decrease in the Applicable Margin resulting from a change in the Total Leverage Ratio shall become effective as of the first Business Day immediately following the date a Compliance Certificate is delivered pursuant to §8.4(c); provided, however, that if a Compliance Certificate is not delivered when due in accordance with such Section, then, upon the request of the Required Lenders, Level I shall apply as of the first Business Day after the date on which such Compliance Certificate was required to have been delivered and shall remain in effect until the date on which such Compliance Certificate is delivered. The Applicable Margin in effect from the Sixth Amendment Effective Date through the date of delivery of the Compliance Certificate for the period ending March 31, 2019 (pursuant to §8.4(c)), with the financial statements to be delivered pursuant to §8.4(a), shall initially be set at Level II and in any event shall be no lower than Level II. Notwithstanding the foregoing to the contrary, in the event either the Borrowers or the Administrative Agent determines, in good faith, that the calculation of the Total Leverage Ratio on which the Applicable Margin for any particular period was determined is inaccurate and, as a consequence thereof, the Applicable Margin was lower or higher than it should have been, (i) ~~The Applicable Margin provided for~~ the Borrowers shall promptly deliver (but in ~~Section 5.1(a) with respect to~~ any Revolving Credit Loans and Swingline Loans (the "Applicable Margin") shall be based upon the table set forth below and shall be determined and adjusted quarterly on the date (each a "Calculation Date") event within ten (10) Business Days after the ~~date~~ Borrowers discover such inaccuracy or the Borrowers are notified by ~~which~~ the ~~Borrower is required to provide an Officer's Compliance Certificate for~~ Administrative Agent of such inaccuracy, as the ~~most recently ended fiscal quarter of the Borrower; provided, however, that (A~~case may be) the initial Applicable Margin for the Revolving Credit Loans and Swingline Loans shall be based on Pricing Level IV (as shown below) and shall remain at Pricing Level IV until December 31, 2001, and, thereafter the Pricing Level shall be determined by reference to the ~~Total Leverage Ratio~~ Administrative Agent correct financial statements for such period (and if such financial statements are not accurately restated and delivered within thirty (30) days after the first discovery of such inaccuracy by the Borrowers or such notice, as of the ~~last day of the most recently ended fiscal quarter of the Borrower preceding the applicable Calculation Date~~case may be, 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 was lower than it should have been, then Level I shall apply retroactively for ~~Revolving Credit Loans and Swingline Loans from~~ such ~~Calculation Date shall be based on Pricing Level IV (as shown below)~~ period until such time as ~~an appropriate Officer's Compliance Certificate is provided~~the correct financial statements are delivered and, ~~at which time~~ upon the ~~Pricing~~ delivery of such corrected financial statements, thereafter the corrected Level shall ~~be determined by reference to~~ apply for such period), (ii) the Administrative Agent shall determine and notify the Borrowers of the amount of interest that would have been due in respect of outstanding Obligations, if any, during such period had the Applicable Margin been calculated based on the correct Total Leverage Ratio (or, to the extent applicable, the Level I Applicable Margin if such corrected financial statements were not delivered as provided herein) and (iii) the applicable Borrower shall promptly pay to the Administrative Agent the difference, if any, between that amount and the amount actually paid in respect of such period. The foregoing notwithstanding shall in no way limit the rights of the ~~last day~~ Administrative Agent or the Lenders to exercise their rights to impose the rate of ~~the most recently ended fiscal quarter~~ interest applicable during an Event 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 or issued. PRICING LEVEL TOTAL LEVERAGE RATIO LIBOR BASE RATE ------------- -------------------- ----- --------- I <2.00x 2.25% 1.25% II greater than or equal to 2.00x but <2.50x 2.50% 1.50% III greater than or equal to 2.50x but <3.00x 2.75% 1.75% IV greater than or equal to 3.00x 3.00% 2.00% (ii) Subject to the provisions of Section 4.6(g), the Applicable Margin for Term Loans shall be based on the table set forth below and shall be determined and adjusted on each Calculation Date until such time Default as any change in the Applicable Margin or pricing grid, as applicable for Term Loans pursuant to Section 4.6; provided, however that (A) the initial Applicable Margin for Term Loans shall be based on Pricing Level II until the Calculation Date of March 31, 2002 and (B) if the Borrower fails to provide the Officer's Compliance Certificate as required by Section 8.2 for the most recently ended fiscal quarter of the Borrower preceding the applicable Calculation Date, the Applicable Margin for Term Loans from such Calculation Date shall be based on Pricing Level II (as shown below) until such time as an appropriate Officer's Compliance Certificate is provided, at which time the Pricing Level shall be determined by reference to the Total Leverage Ratio as of the last day of the most recently ended fiscal quarter of the Borrower preceding such Calculation Date. The Applicable Margin for Term Loans shall be effective from one Calculation Date until the next Calculation Date. Any adjustment in the Applicable Margin shall be applicable to all Term Loans then existing or subsequently made or issued. Applicable LIBOR Applicable Base Rate Level Total Leverage Ratio Rate Margin (bps) Margin (bps) ----- -------------------- ----------------- -------------------- I < 2.50x 300.0 200.0 II greater than or equal to 2.50x 325.0 225.0provided herein.

Appears in 1 contract

Sources: Revolving Credit Agreement (CAI International, Inc.)

Applicable Margin. The following percentages per annum, based upon the Total Leverage Ratio as set forth in the most recent Compliance Certificate received by the Administrative Agent pursuant to §8.4(d): Any increase or decrease in the Applicable Margin resulting from a change in the Total Leverage Ratio shall become effective as of the first Business Day immediately following the date a Compliance Certificate is delivered pursuant to §8.4(d); provided, however, that if a Compliance Certificate is not delivered when due in accordance with such Section, then, upon the request of the Required Lenders, Level I shall apply as of the first Business Day after the date on which such Compliance Certificate was required to have been delivered and shall remain in effect until the date on which such Compliance Certificate is delivered. The Applicable Margin in effect from the Restatement Date through the date of delivery of the Compliance Certificate for the period ending March 31, 2019 (pursuant to §8.4(d)), with the financial statements to be delivered pursuant to §8.4(b), shall initially be set at Level II and in any event shall be no lower than Level II. Notwithstanding the foregoing to the contrary, in the event either the Borrower or the Administrative Agent determines, in good faith, that the calculation of the Total Leverage Ratio on which the Applicable Margin for any particular period was determined is inaccurate and, as a consequence thereof, the Applicable Margin was lower or higher than it should have been, (i) ~~The Applicable Margin provided for~~ the Borrower shall promptly deliver (but in ~~Section 5.1(a) with respect to~~ any Revolving Credit Loans and Swingline Loans (the "Applicable Margin") shall be based upon the table set forth below and shall be determined and adjusted quarterly on the date (each a "Calculation Date") event within ten (10) Business Days after the ~~date by which~~ Borrower discovers such inaccuracy or the Borrower is ~~required to provide an Officer's Compliance Certificate for~~ notified by the ~~most recently ended fiscal quarter~~ Administrative Agent of such inaccuracy, as the ~~Borrower; provided, however, that (A~~case may be) the initial Applicable Margin for the Revolving Credit Loans and Swingline Loans shall be based on Pricing Level IV (as shown below) and shall remain at Pricing Level IV until December 31, 2001, and, thereafter the Pricing Level shall be determined by reference to the ~~Total Leverage Ratio as~~ Administrative Agent correct financial statements for such period (and if such financial statements are not accurately restated and delivered within thirty (30) days after the first discovery of ~~the last day of the most recently ended fiscal quarter of~~ such inaccuracy by the Borrower ~~preceding~~ or such notice, as the ~~applicable Calculation Date~~case may be, 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 was lower than it should have been, then Level I shall apply retroactively for ~~Revolving Credit Loans and Swingline Loans from~~ such ~~Calculation Date shall be based on Pricing Level IV (as shown below)~~ period until such time as ~~an appropriate Officer's Compliance Certificate is provided~~the correct financial statements are delivered and, ~~at which time~~ upon the ~~Pricing~~ delivery of such corrected financial statements, thereafter the corrected Level shall ~~be determined by reference to~~ apply for such period), (ii) the Administrative Agent shall determine and notify the Borrower of the amount of interest that would have been due in respect of outstanding Obligations, if any, during such period had the Applicable Margin been calculated based on the correct Total Leverage Ratio (or, to the extent applicable, the Level I Applicable Margin if such corrected financial statements were not delivered as provided herein) and (iii) the Borrower shall promptly pay to the Administrative Agent the difference, if any, between that amount and the amount actually paid in respect of such period. The foregoing notwithstanding shall in no way limit the rights of the ~~last day~~ Administrative Agent or the Lenders to exercise their rights to impose the rate of ~~the most recently ended fiscal quarter~~ interest applicable during an Event 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 or issued. PRICING LEVEL TOTAL LEVERAGE RATIO LIBOR BASE RATE ------------- -------------------- ----- --------- I <2.00x 2.25% 1.25% II greater than or equal to 2.00x but <2.50x 2.50% 1.50% III greater than or equal to 2.50x but <3.00x 2.75% 1.75% IV greater than or equal to 3.00x 3.00% 2.00% (ii) Subject to the provisions of Section 4.6(g), the Applicable Margin for Term Loans shall be based on the table set forth below and shall be determined and adjusted on each Calculation Date until such time Default as any change in the Applicable Margin or pricing grid, as applicable for Term Loans pursuant to Section 4.6; provided, however that (A) the initial Applicable Margin for Term Loans shall be based on Pricing Level II until the Calculation Date of March 31, 2002 and (B) if the Borrower fails to provide the Officer's Compliance Certificate as required by Section 8.2 for the most recently ended fiscal quarter of the Borrower preceding the applicable Calculation Date, the Applicable Margin for Term Loans from such Calculation Date shall be based on Pricing Level II (as shown below) until such time as an appropriate Officer's Compliance Certificate is provided, at which time the Pricing Level shall be determined by reference to the Total Leverage Ratio as of the last day of the most recently ended fiscal quarter of the Borrower preceding such Calculation Date. The Applicable Margin for Term Loans shall be effective from one Calculation Date until the next Calculation Date. Any adjustment in the Applicable Margin shall be applicable to all Term Loans then existing or subsequently made or issued. Applicable LIBOR Applicable Base Rate Level Total Leverage Ratio Rate Margin (bps) Margin (bps) ----- -------------------- ----------------- -------------------- I < 2.50x 300.0 200.0 II greater than or equal to 2.50x 325.0 225.0provided herein.

Appears in 1 contract

Sources: Revolving Credit Agreement (CAI International, Inc.)

Applicable Margin. ~~(i) The~~ On any date, the Applicable Margin ~~provided~~ for ~~in Section 5.1(a) with respect to any Revolving Credit~~ LIBOR Rate Loans and ~~Swingline~~ Base Rate Loans ~~(the "Applicable Margin")~~ shall be ~~based upon the table~~ a percentage per annum as set forth below ~~and shall be determined and adjusted quarterly~~ based 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~~ ratio of the ~~Borrower; provided, however, that (A) the~~ Consolidated Total Indebtedness to Gross Asset Value: Pricing Level 1 Less than 50% 2.50% 1.50% Pricing ▇▇▇▇▇ ▇ Equal to or greater than 50% but less than 55% 2.75% 1.75% Pricing ▇▇▇▇▇ ▇ Equal to or greater than 55% but less than 60% 3.00% 2.00% Pricing ▇▇▇▇▇ ▇ Equal to or greater than 60% 3.25% 2.25% The initial Applicable Margin ~~for the Revolving Credit Loans and Swingline Loans~~ shall be ~~based on Pricing Level IV (as shown below) and shall remain~~ at Pricing Level ~~IV until December 31~~1. At such time as this subparagraph (a) is applicable, ~~2001, and, thereafter~~ the ~~Pricing Level~~ Applicable Margin for each Base Rate Loan shall be determined by reference to the ratio of Consolidated Total ~~Leverage Ratio as of the last day of the most recently ended fiscal quarter of the Borrower preceding the applicable Calculation Date~~Indebtedness to Gross Asset Value in effect from time to time, and (B) if the Borrower fails to provide the Officer's Compliance Certificate as required by Section 8.2 for the most recently ended fiscal quarter of the Borrower preceding the applicable Calculation Date, the Applicable Margin for ~~Revolving Credit~~ any Interest Period for all LIBOR Rate 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~~ comprising part of the ~~Pricing Level~~ same borrowing shall be determined by reference to the ratio of Consolidated Total ~~Leverage Ratio as of~~ Indebtedness to Gross Asset Value in effect on the ~~last~~ first (1st) day of ~~the most recently ended fiscal quarter of the Borrower preceding~~ such ~~Calculation Date~~Interest Period. The Applicable Margin shall not be adjusted based upon such ratio, if at all, until the first (1st) day of the first (1st) month following the delivery by the REIT to the Agent of the Compliance Certificate after the end of a calendar quarter. In the event that the REIT shall fail to deliver to the Agent a quarterly Compliance Certificate on or before the date required by §7.4(c), then without limiting any other rights of the Agent and the Lenders under this Agreement, the Applicable Margin for ~~Revolving Credit Loans and Swingline~~ Loans shall be ~~effective from one Calculation Date~~ at Pricing Level 4 commencing on the first (1st) Business Day following such failure and continuing until such failure is cured within any applicable cure period, or waived in writing by the ~~next Calculation Date~~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. ~~Any adjustment~~ In the event that the Agent, the REIT or the Borrower determine that any financial statements previously delivered were incorrect or inaccurate (regardless of whether this Agreement or the Commitments are in effect when such inaccuracy is discovered), and such inaccuracy, if corrected, would have led to the application of a higher Applicable Margin for any period pursuant to this subparagraph (a) (an “Applicable Period”) than the Applicable Margin applied for such Applicable Period, then (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 determined as if the Pricing Level for such higher Applicable Margin were applicable ~~to all Extensions~~ for such Applicable Period, and (c) the Borrower shall within three (3) Business Days of Credit then existing or subsequently made or issued. PRICING LEVEL TOTAL LEVERAGE RATIO LIBOR BASE RATE ------------- -------------------- ----- --------- I <2.00x 2.25% 1.25% II greater than or equal to 2.00x but <2.50x 2.50% 1.50% III greater than or equal to 2.50x but <3.00x 2.75% 1.75% IV greater than or equal to 3.00x 3.00% 2.00% (ii) Subject demand thereof by the Agent pay to the ~~provisions~~ Agent the accrued additional amount owing as a result of ~~Section 4.6(g), the~~ such increased Applicable Margin for ~~Term Loans~~ such Applicable Period, which payment shall be ~~based on~~ promptly applied by the ~~table set forth below and shall be determined and adjusted on each Calculation Date until such time as any change~~ Agent in the Applicable Margin or pricing grid, as applicable for Term Loans pursuant to Section 4.6; provided, however that (A) the initial Applicable Margin for Term Loans shall be based on Pricing Level II until the Calculation Date of March 31, 2002 and (B) if the Borrower fails to provide the Officer's Compliance Certificate as required by Section 8.2 for the most recently ended fiscal quarter of the Borrower preceding the applicable Calculation Date, the Applicable Margin for Term Loans from such Calculation Date shall be based on Pricing Level II (as shown below) until such time as an appropriate Officer's Compliance Certificate is provided, at which time the Pricing Level shall be determined by reference to the Total Leverage Ratio as of the last day of the most recently ended fiscal quarter of the Borrower preceding such Calculation Date. The Applicable Margin for Term Loans shall be effective from one Calculation Date until the next Calculation Date. Any adjustment in the Applicable Margin shall be applicable to all Term Loans then existing or subsequently made or issued. Applicable LIBOR Applicable Base Rate Level Total Leverage Ratio Rate Margin (bps) Margin (bps) ----- -------------------- ----------------- -------------------- I < 2.50x 300.0 200.0 II greater than or equal to 2.50x 325.0 225.0accordance with this Agreement.

Appears in 1 contract

Sources: Credit Agreement (Monogram Residential Trust, Inc.)

Applicable Margin. ~~(i)~~ The Applicable Margin ~~provided for in Section 5.1(a) with respect to any Revolving Credit Loans and Swingline Loans (the "Applicable Margin")~~ shall be determined based upon the ~~table set forth~~ chart below and shall be ~~determined and adjusted quarterly~~ subject to adjustment (upwards or downwards, as appropriate) based on the ~~date~~ Leverage Ratio at the end of each of the first three fiscal quarters of each fiscal year of the Company and at the end of each fiscal year of the Company. The Leverage Ratio shall be determined (~~each a "Calculation Date"~~i) ~~ten (10) Business Days after~~ in the ~~date~~ case of determinations made with respect to the first three fiscal quarters of the Company's fiscal year, by ~~which~~ reference to the ~~Borrower is required to provide an Officer's~~ monthly financial statements for the month ending on the last day of such fiscal quarter and the Compliance Certificate for such fiscal quarter delivered pursuant to Sections 6.1(b) and 6.1(d) and (ii) in the ~~most recently ended~~ case of determinations made with respect to the last fiscal quarter of the ~~Borrower; provided~~Company's fiscal year, however, that (A) the initial Applicable Margin for the Revolving Credit Loans and Swingline Loans shall be based on Pricing Level IV (as shown below) and shall remain at Pricing Level IV until December 31, 2001, and, thereafter the Pricing Level shall be determined by reference to the ~~Total Leverage Ratio~~ financial statements and Compliance Certificate delivered by the Company pursuant to Sections 6.1(a) and 6.1(d), provided that for the purposes of clauses (i) and (ii) above, for all periods prior to the purchase of all the outstanding common stock of Noble, all calculations shall be made on a combined PRO FORMA basis (excluding the radio stations of Noble located in Denver other than, to the extent applicable, such of those stations which were at the applicable time subject to a Local Marketing Agreement) as if such common stock had been purchased on or prior to the first day of such period, all as certified to by an Authorized Officer of the ~~last day of the most recently ended fiscal quarter of the Borrower preceding the applicable Calculation Date~~Company, and ~~(B) if the Borrower fails~~ attaching to ~~provide the Officer's Compliance Certificate as required by Section 8.2 for the most recently ended fiscal quarter~~ such certificate combined PRO FORMA financial statements in support of ~~the Borrower preceding the applicable Calculation Date, the Applicable Margin for Revolving Credit Loans and Swingline Loans from~~ such Calculation Date shall be based on Pricing Level IV (as shown below) until such time as an appropriate Officer's Compliance Certificate is provided, at which time the Pricing Level shall be determined by reference to the Total Leverage Ratio as of the last day of the most recently ended fiscal quarter of the Borrower preceding such Calculation Datecalculations. 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~~ adjustment, if any, to the Applicable Margin shall be ~~applicable~~ effective commencing on the fifth Business Day after the delivery of such monthly financial statements (for the last month of each fiscal quarter of the Company) or annual financial statements and Compliance Certificate and shall be effective only for the period subsequent to ~~all Extensions of Credit then existing or subsequently made or issued~~such date. ~~PRICING LEVEL TOTAL LEVERAGE RATIO LIBOR BASE RATE ------------- -------------------- ----- --------- I <2.00x 2.25% 1.25% II greater than or equal~~ In the event that the Company shall at any time fail to ~~2.00x but <2.50x 2.50% 1.50% III greater than or equal to 2.50x but <3.00x 2.75% 1.75% IV greater than or equal to 3.00x 3.00% 2.00% (ii) Subject~~ furnish to the ~~provisions of~~ Lenders the financial statements and Compliance Certificate required to be delivered pursuant to Section ~~4.6(g~~6.1(a), (b) or (d), the maximum Applicable Margin ~~for Term Loans~~ shall ~~be based on the table set forth below and shall be determined and adjusted on each Calculation Date~~ apply until such time as any change in the Applicable Margin or pricing grid, as applicable for Term Loans pursuant to Section 4.6; provided, however that (A) the initial Applicable Margin for Term Loans shall be based on Pricing Level II until the Calculation Date of March 31, 2002 such financial statements and ~~(B) if the Borrower fails to provide the Officer's~~ Compliance Certificate as required by Section 8.2 for the most recently ended fiscal quarter of the Borrower preceding the applicable Calculation Date, the Applicable Margin for Term Loans from such Calculation Date shall be based on Pricing Level II (as shown below) until such time as an appropriate Officer's Compliance Certificate is provided, at which time the Pricing Level shall be determined by reference are so delivered to the Total Leverage Ratio as of the last day of the most recently ended fiscal quarter of the Borrower preceding such Calculation Date. The Applicable Margin for Term Loans shall be effective from one Calculation Date until the next Calculation Date. Any adjustment in the Applicable Margin shall be applicable to all Term Loans then existing or subsequently made or issued. Applicable LIBOR Applicable Base Rate Level Total Leverage Ratio Rate Margin (bps) Margin (bps) ----- -------------------- ----------------- -------------------- I < 2.50x 300.0 200.0 II greater than or equal to 2.50x 325.0 225.0Administrative Agent.

Appears in 1 contract

Sources: Credit Agreement (Efm Programming Inc)

Applicable Margin. The Applicable Margin shall be determined on the basis of Coolbrands' Funded Debt to EBITDA Ratio, as calculated based on Coolbrands' consolidated financial statements for its most recent fiscal year or quarter. The Agent shall determine the Applicable Margin within five (5) Business Days after it has received the financial statements of Coolbrands' as required by Section 5.01(b)(i) or (ii), as applicable. The Agent shall promptly notify the Borrower and the Lenders of such determination, which shall be conclusive, in the absence of manifest error. The Applicable Margin shall be determined as follows: (i) The initial Applicable Margin ~~provided~~ shall be 250 basis points for ~~in Section 5.1(a) with respect to any Revolving Credit~~ Eurodollar Loans and ~~Swingline Loans (the "Applicable Margin")~~ 50 basis points for Prime Rate Loans, and shall be ~~based upon~~ applicable until five (5) days after delivery of Coolbrands' consolidated financial statements for the fiscal year ending August 31, 2001 pursuant to Section 5.01(b) hereof. Beginning five (5) days after delivery of Coolbrands' consolidated financial statements for the fiscal year ending August 31, 2001, and for each fiscal year or quarter thereafter, the Applicable Margin shall be determined in accordance with the table set forth below and shall be determined and adjusted quarterly on the date (each a "Calculation Date") ten (10) Business Days after the date by which the Borrower is required to provide an Officer's Compliance Certificate for the most recently ended fiscal quarter of the Borrower; provided, however, that (A) the initial in Exhibit 2.09 annexed hereto. The Applicable Margin for any Eurodollar Loan shall change during the ~~Revolving Credit Loans and Swingline Loans shall be based on Pricing Level IV (~~term of such Eurodollar Loan as ~~shown below) and shall remain at Pricing Level IV until December 31, 2001, and, thereafter~~ a result of this Section 2.09. In the Pricing Level shall be determined by reference to the Total Leverage Ratio as of the last day of the most recently ended fiscal quarter of the Borrower preceding the applicable Calculation Date, and (B) if event that the Borrower fails to ~~provide~~ deliver any financial statements and the ~~Officer's Compliance Certificate~~ related certificate on the due date therefor set forth in Section 5.01(b)(i) or (ii) hereof, unless an Event of Default is declared as ~~required by Section 8.2 for the most recently ended fiscal quarter~~ a result of ~~the Borrower preceding the applicable Calculation Date~~such failure, the Applicable Margin for ~~Revolving Credit~~ Eurodollar Loans ~~and Swingline Loans from such Calculation Date~~ shall be ~~based on Pricing Level IV (as shown below)~~ 300 basis points and the Applicable Margin for Prime Rate Loans shall be 100 basis points until ~~such time as an appropriate Officer's Compliance Certificate is provided,~~ the Borrower delivers all required financial statements and certificates at which time the ~~Pricing Level~~ Applicable Margins shall be ~~determined by reference to~~ redetermined as provided for in this Section 2.09. Upon the ~~Total Leverage Ratio as~~ occurrence and during the continuance of ~~the last day~~ a Default or an Event 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 Default the Applicable Margin shall be applicable to all Extensions of Credit then existing or subsequently made or issued. PRICING LEVEL TOTAL LEVERAGE RATIO LIBOR BASE RATE ------------- -------------------- ----- --------- I <2.00x 2.25% 1.25% II greater than or equal to 2.00x but <2.50x 2.50% 1.50% III greater than or equal to 2.50x but <3.00x 2.75% 1.75% IV greater than or equal to 3.00x 3.00% 2.00% (ii) Subject to the provisions of Section 4.6(g), the Applicable Margin for Term Loans shall be based on the table set forth below and shall be determined and adjusted on each Calculation Date until such time as any change in the Applicable Margin or pricing gridMargins may, as ~~applicable for Term Loans pursuant~~ a result of changes in Coolbrands' Funded Debt to ~~Section 4.6; provided~~EBITDA Ratio, however that (A) the initial Applicable Margin for Term Loans shall be based on Pricing Level II until the Calculation Date of March 31, 2002 and (B) if the Borrower fails to provide the Officer's Compliance Certificate as required by Section 8.2 for the most recently ended fiscal quarter of the Borrower preceding the applicable Calculation Date, the Applicable Margin for Term Loans from such Calculation Date shall be based on Pricing Level II (as shown below) until such time as an appropriate Officer's Compliance Certificate is provided, at which time the Pricing Level shall be determined by reference to the Total Leverage Ratio as of the last day of the most recently ended fiscal quarter of the Borrower preceding such Calculation Date. The Applicable Margin for Term Loans shall be effective from one Calculation Date until the next Calculation Date. Any adjustment in the Applicable Margin shall be applicable to all Term Loans then existing or subsequently made or issued. Applicable LIBOR Applicable Base Rate Level Total Leverage Ratio Rate Margin (bps) Margin (bps) ----- -------------------- ----------------- -------------------- I < 2.50x 300.0 200.0 II greater than or equal to 2.50x 325.0 225.0increase but will not decrease.

Appears in 1 contract

Sources: Loan Agreement (Coolbrands International Inc)

Applicable Margin. ~~(i) The Applicable Margin provided for in Section 5.1(a) with respect to~~ On any Revolving Credit Loans and Swingline Loans (the "Applicable Margin") shall be based upon the table set forth below and shall be determined and adjusted quarterly on the date (each a "Calculation Date") ten (10) Business Days after the date by which the Borrower is required to provide an Officer's Compliance Certificate for the most recently ended fiscal quarter of the Borrower; provided, however, that (A) the initial Applicable Margin for the Revolving Credit Loans and Swingline Loans shall be based on Pricing Level IV (as shown below) and shall remain at Pricing Level IV until December 31, 2001, and, thereafter the Pricing Level shall be determined by reference to the Total Leverage Ratio as of the last day of the most recently ended fiscal quarter 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 Datedate, the Applicable Margin ~~for Revolving Credit Loans and Swingline Loans from such Calculation Date~~ set forth below based on the ratio of the Consolidated Total Indebtedness of Borrower to the Consolidated Total Asset Value of Borrower: Pricing Level 1 Less than or equal to 50% 2.50 % 1.50 % Pricing Level 2 Greater than 50% but less than or equal to 55% 2.75 % 1.75 % Pricing Level 3 Greater than 55% but less than or equal to 60% 3.00 % 2.00 % Pricing Level 4 Greater than 60% 3.25 % 2.25 % The initial Applicable Margin shall be ~~based on~~ at Pricing Level IV (as shown below) until such time as an appropriate Officer's Compliance Certificate is provided, at which time the Pricing Level shall be determined by reference to the Total Leverage Ratio as of the last day of the most recently ended fiscal quarter of the Borrower preceding such Calculation Date3. The Applicable Margin ~~for Revolving Credit Loans and Swingline Loans~~ shall not be ~~effective from one Calculation Date~~ adjusted based upon such ratio, if at all, until the ~~next Calculation Date~~first (1st) Business Day following the delivery by Parent to the Agent of the Compliance Certificate at the end of a calendar quarter. ~~Any adjustment in~~ In the event that Parent shall fail to deliver to the Agent a quarterly Compliance Certificate on or before the date required by §7.4(c), then without limiting any other rights of the Agent and the Lenders under this Agreement, the Applicable Margin shall be at Pricing Level 4 until such failure is cured within any applicable cure period, in which event the Applicable Margin shall adjust, if necessary, on the first (1st) Business Day following receipt of such Compliance Certificate. In the event that the Agent and Parent determine that any financial statements previously delivered were incorrect or inaccurate (regardless of whether this Agreement or the Commitments are in effect when such inaccuracy is discovered), and such inaccuracy, if corrected, would have led to ~~all Extensions~~ the application of ~~Credit~~ a higher Applicable Margin for any period (an “Applicable Period”) than the Applicable Margin applied for such Applicable Period, then ~~existing or subsequently made or issued. PRICING LEVEL TOTAL LEVERAGE RATIO LIBOR BASE RATE ------------- -------------------- ----- --------- I <2.00x 2.25% 1.25% II greater than or equal~~ (i) Parent shall as soon as practicable deliver to ~~2.00x but <2.50x 2.50% 1.50% III greater than or equal to 2.50x but <3.00x 2.75% 1.75% IV greater than or equal to 3.00x 3.00% 2.00%~~ the Agent the corrected financial statements for such Applicable Period, (ii) Subject to the provisions of Section 4.6(g), the Applicable Margin for Term Loans shall be based on the table set forth below and shall be determined and adjusted on each Calculation Date until such time as any change in the Applicable Margin or pricing grid, as applicable for Term Loans pursuant to Section 4.6; provided, however that (A) the initial Applicable Margin for Term Loans shall be based on Pricing Level II until the Calculation Date of March 31, 2002 and (B) if the Borrower fails to provide the Officer's Compliance Certificate as required by Section 8.2 for the most recently ended fiscal quarter of the Borrower preceding the applicable Calculation Date, the Applicable Margin for Term Loans from such Calculation Date shall be based on Pricing Level II (as shown below) until such time as an appropriate Officer's Compliance Certificate is provided, at which time the Pricing Level shall be determined by reference to the Total Leverage Ratio as of the last day of the most recently ended fiscal quarter of the Borrower preceding such Calculation Date. The Applicable Margin for Term Loans shall be effective from one Calculation Date until the next Calculation Date. Any adjustment in the Applicable Margin shall be determined as if the Pricing Level for such higher Applicable Margin were applicable for such Applicable Period, and (iii) the Borrower shall within five (5) Business Days of demand thereof by the Agent pay to ~~all Term Loans then existing or subsequently made or issued.~~ the Agent the accrued additional amount owing as a result of such increased Applicable ~~LIBOR~~ Margin for such Applicable Base Rate Level Total Leverage Ratio Rate Margin (bps) Margin (bps) ----- -------------------- ----------------- -------------------- I < 2.50x 300.0 200.0 II greater than or equal to 2.50x 325.0 225.0Period, which payment shall be promptly applied by the Agent in accordance with this Agreement.

Appears in 1 contract

Sources: Credit Agreement (Gladstone Commercial Corp)

Applicable Margin. ~~(i)~~ On any date the Applicable Margin for LIBOR Rate Loans and Base Rate Loans shall be as set forth below based on the ratio of the Consolidated Total Indebtedness of REIT and its respective Subsidiaries to the Gross Asset Value of REIT and its respective Subsidiaries: Pricing Level 1 Less than 35% 2.00 % 1.00 % Pricing Level 2 Greater than or equal to 35% but less than 40% 2.25 % 1.25 % Pricing Level 3 Greater than or equal to 40% but less than 45% 2.50 % 1.50 % Pricing Level 4 Greater than or equal to 45% but less than 55% 2.75 % 1.75 % Pricing Level 5 Greater than or equal to 55% but less than 60% 3.00 % 2.00 % Pricing Level 6 Greater than or equal to 60% 3.25 % 2.25 % The initial Applicable Margin shall be at Pricing Level 6. The Applicable Margin ~~provided for in Section 5.1(a) with respect to any Revolving Credit Loans and Swingline Loans (the "Applicable Margin")~~ shall not be adjusted based upon such ratio, if at all, until the ~~table set forth below and shall be determined and adjusted quarterly on the date~~ first (~~each a "Calculation Date"~~1st) ten (10) Business Days after the date by which the Borrower is required to provide an Officer's Compliance Certificate for the most recently ended fiscal quarter of the Borrower; provided, however, that (A) the initial Applicable Margin for the Revolving Credit Loans and Swingline Loans shall be based on Pricing Level IV (as shown below) and shall remain at Pricing Level IV until December 31, 2001, and, thereafter the Pricing Level shall be determined by reference to the Total Leverage Ratio as of the last day of the ~~most recently ended fiscal quarter~~ first (1st) month following the delivery by Borrower to the Agent of the ~~Borrower preceding the applicable Calculation Date, and (B) if the Borrower fails to provide the Officer's~~ Compliance Certificate as after the end of a calendar quarter. In the event that Borrower shall fail to deliver to the Agent a quarterly Compliance Certificate on or before the date required by ~~Section 8.2 for the most recently ended fiscal quarter~~ §7.4(c), then without limiting any other rights of the ~~Borrower preceding~~ Agent and the ~~applicable Calculation Date~~Lenders under this Agreement, the Applicable Margin for ~~Revolving Credit~~ Loans ~~and Swingline Loans from such Calculation Date~~ shall be ~~based on~~ at Pricing Level ~~IV (as shown below)~~ 6 until such ~~time as an appropriate Officer's Compliance Certificate~~ failure is ~~provided~~cured within any applicable cure period, at or waived in writing by the Required Lenders, in which ~~time~~ event the ~~Pricing Level~~ Applicable Margin shall ~~be determined by reference to~~ adjust, if necessary, on the ~~Total Leverage Ratio as of the last~~ first (1st) day of the ~~most recently ended fiscal quarter~~ first (1st) month following receipt of such Compliance Certificate. In the event that the Agent and the Borrower ~~preceding~~ determine that any financial statements previously delivered were incorrect or inaccurate (regardless of whether this Agreement or the Revolving Credit Commitments are in effect when such ~~Calculation Date. The~~ inaccuracy is discovered), and such inaccuracy, if corrected, would have led to the application of a higher Applicable Margin for ~~Revolving Credit Loans and Swingline Loans~~ any period (an “Applicable Period”) than the Applicable Margin applied for such Applicable Period, then (i) the Borrower shall ~~be effective from one Calculation Date until~~ as soon as practicable deliver to the ~~next Calculation Date. Any adjustment in~~ Agent the corrected financial statements for such Applicable Period, (ii) the Applicable Margin shall be determined as if the Pricing Level for such higher Applicable Margin were applicable ~~to all Extensions~~ for such Applicable Period, and (iii) the Borrower shall within three (3) Business Days of Credit then existing or subsequently made or issued. PRICING LEVEL TOTAL LEVERAGE RATIO LIBOR BASE RATE ------------- -------------------- ----- --------- I <2.00x 2.25% 1.25% II greater than or equal to 2.00x but <2.50x 2.50% 1.50% III greater than or equal to 2.50x but <3.00x 2.75% 1.75% IV greater than or equal to 3.00x 3.00% 2.00% (ii) Subject demand thereof by the Agent pay to the ~~provisions~~ Agent the accrued additional amount owing as a result of ~~Section 4.6(g), the~~ such increased Applicable Margin for ~~Term Loans~~ such Applicable Period, which payment shall be ~~based on~~ promptly applied by the ~~table set forth below and shall be determined and adjusted on each Calculation Date until such time as any change~~ Agent in the Applicable Margin or pricing grid, as applicable for Term Loans pursuant to Section 4.6; provided, however that (A) the initial Applicable Margin for Term Loans shall be based on Pricing Level II until the Calculation Date of March 31, 2002 and (B) if the Borrower fails to provide the Officer's Compliance Certificate as required by Section 8.2 for the most recently ended fiscal quarter of the Borrower preceding the applicable Calculation Date, the Applicable Margin for Term Loans from such Calculation Date shall be based on Pricing Level II (as shown below) until such time as an appropriate Officer's Compliance Certificate is provided, at which time the Pricing Level shall be determined by reference to the Total Leverage Ratio as of the last day of the most recently ended fiscal quarter of the Borrower preceding such Calculation Date. The Applicable Margin for Term Loans shall be effective from one Calculation Date until the next Calculation Date. Any adjustment in the Applicable Margin shall be applicable to all Term Loans then existing or subsequently made or issued. Applicable LIBOR Applicable Base Rate Level Total Leverage Ratio Rate Margin (bps) Margin (bps) ----- -------------------- ----------------- -------------------- I < 2.50x 300.0 200.0 II greater than or equal to 2.50x 325.0 225.0accordance with this Agreement.

Appears in 1 contract

Sources: Credit Agreement (Carter Validus Mission Critical REIT II, Inc.)

Applicable Margin. For the purpose of this subsection 1.4, the “Applicable Margin” shall be determined as follows: (i) ~~The Applicable Margin provided for in Section 5.1(a~~subject to the provisions of subparagraph (iii) ~~with respect to any Revolving Credit Loans~~ hereof, from and ~~Swingline Loans (the "Applicable Margin") shall be based upon the table set forth below and shall be determined and adjusted quarterly on the date (each a "Calculation Date") ten (10) Business Days~~ after the ~~date by which~~ Closing Date, until the Borrower is required to provide an Officer's Compliance Certificate for the most recently ended fiscal quarter of the Borrower; provided, however, that (A) the initial Applicable Margin for the Revolving Credit Loans and Swingline Loans shall be based on Pricing Level IV (as shown below) and shall remain at Pricing Level IV until December 31, 2001, and, thereafter the Pricing Level shall be determined by reference to the Total Leverage Ratio as of the last day of the most recently ended fiscal quarter of the Borrower preceding the applicable Calculation first Interest Adjustment Date, and ~~(B) if~~ thereafter from and after each Interest Adjustment Date until 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~~ next Interest Adjustment Date, the Applicable Margin for Base Rate Revolving Credit Loans (the “Applicable Base Rate Margin”) and Swingline Loans from such Calculation Date shall be based on Pricing Level IV (as shown below) until such time as an appropriate Officer's Compliance Certificate is provided, at which time the Pricing Level shall be determined by reference to the Total Leverage Ratio as of the last day of the most recently ended fiscal quarter of the Borrower preceding such Calculation Date. The Applicable Margin for Revolving Credit Loans ~~and Swingline Loans~~ subject to a LIBOR Option (the “Applicable LIBOR Margin”) shall be ~~effective from one Calculation Date until~~ the ~~next Calculation Date. Any adjustment~~ respective amounts set forth in the ~~Applicable Margin shall be~~ following table opposite the applicable ratio of outstanding Total Funded Debt to ~~all Extensions~~ Adjusted EBITDA: (for the most recently concluded period of ~~Credit then existing or subsequently made or issued. PRICING LEVEL TOTAL LEVERAGE RATIO LIBOR BASE RATE ------------- -------------------- ----- --------- I <2.00x 2.25% 1.25% II greater~~ four consecutive fiscal quarters) Greater than or equal to ~~2.00x~~ 1.00:1.00 but ~~<2.50x 2.50% 1.50% III greater~~ less than or equal to ~~2.50x but <3.00x~~ 2.00:1.00 0% 2.75% ~~1.75~~Less than 1.00:1.00 0% ~~IV greater than~~ 2.50% The Applicable Margin in effect from the Closing Date until the first Interest Adjustment Date shall be 0% (in the case of the Applicable Base Rate Margin) or ~~equal to 3.00x 3.00~~2.50% ~~2.00%~~(in the case of the Applicable LIBOR Margin). (ii) ~~Subject to the provisions of Section 4.6(g)~~As used herein, the ~~Applicable Margin for Term Loans~~ term “Interest Adjustment Date” shall be based on the table set forth below and shall be determined and adjusted on each Calculation Date until such time as any change in the Applicable Margin or pricing grid, as applicable for Term Loans pursuant to Section 4.6; provided, however that mean (A) the ~~initial~~ first day of the first month after the date on which each of the quarterly compliance certificates (together with quarterly unaudited financial statements for such quarter) required to be delivered under subsection 5.1 (the “Required Financial Statements”) with respect to the then most recently ended quarter were due, if the foregoing table indicates an upward adjustment of the Applicable ~~Margin for Term Loans shall be based on Pricing Level II until the Calculation Date of March 31~~Margin, ~~2002 and~~ or (B) if the ~~Borrower fails to provide~~ later of such date or the Officer's Compliance Certificate as required by Section 8.2 for the most recently ended fiscal quarter of the Borrower preceding the applicable Calculation Date, the Applicable Margin for Term Loans from such Calculation Date shall be based on Pricing Level II (as shown below) until such time as an appropriate Officer's Compliance Certificate is provided, at which time the Pricing Level shall be determined by reference to the Total Leverage Ratio as of the last first day of the ~~most recently ended fiscal quarter~~ first month after the date that all of the ~~Borrower preceding~~ Required Financial Statements for such ~~Calculation Date. The Applicable Margin for Term Loans~~ quarter shall ~~be effective from one Calculation Date until~~ have been received by the ~~next Calculation Date. Any~~ Agent, if the foregoing table indicates a downward adjustment in of the Applicable Margin shall be applicable to all Term Loans then existing or subsequently made or issued. Applicable LIBOR Applicable Base Rate Level Total Leverage Ratio Rate Margin (bps) Margin (bps) ----- -------------------- ----------------- -------------------- I < 2.50x 300.0 200.0 II greater than or equal to 2.50x 325.0 225.0Margin.

Appears in 1 contract

Sources: Revolving Credit Loan Agreement (Harvard Bioscience Inc)

Applicable Margin. ~~(i) The~~ As used in the Credit Agreement, “Applicable ~~Margin provided for in Section 5.1(a)~~ Margin” shall, with respect to ~~any Revolving Credit~~ the Incremental Tranche A Term Loans, be deemed to mean (a) 1.50% in the case of Base Rate Loans and ~~Swingline Loans~~ (b) 2.50% in the "Applicable Margin") shall be based upon the table set forth below and shall be determined and adjusted quarterly on the date (each a "Calculation Date") ten (10) Business Days after the date by which the Borrower is required to provide an Officer's Compliance Certificate for the most recently ended fiscal quarter case of ~~the Borrower~~Eurodollar Loans; provided, however, that the foregoing margins shall be subject to change in accordance with the below pricing grid following the first Adjustment Date (Aas defined below) occurring after the ~~initial~~ fiscal quarter ending September 30, 2012. > 4.5 2.50 % 1.50 % £4.5 to > 3.5 2.25 % 1.25 % £ 3.5 2.00 % 1.00 % Changes in the Applicable Margin ~~for~~ with respect to the ~~Revolving Credit~~ Incremental Tranche A Term Loans resulting from changes in the Pricing Ratio shall become effective on each Adjustment Date, and ~~Swingline Loans~~ any such change shall remain in effect until the next Adjustment Date. The “Adjustment Date” in respect of each fiscal period shall be ~~based~~ the date on ~~Pricing Level IV~~ which financial statements are delivered to the Lenders pursuant to Section 6.1 (but in any event not later than the 45th day after the end of each of the first three quarterly periods of each fiscal year or the 90th day after the end of each fiscal year, as ~~shown below)~~ the case may be). If any financial statements referred to above are not delivered within the time periods specified above, then, until such financial statements are delivered, the highest rate set forth in each column of the pricing grid above shall apply. In addition, at all times while an Event of Default shall have occurred and be continuing, the highest rate set forth in each column of the pricing grid above shall ~~remain at Pricing Level IV until December 31, 2001, and, thereafter~~ apply. Each determination of the Pricing ~~Level~~ Ratio pursuant hereto shall be ~~determined by reference~~ made with respect to the ~~Total Leverage Ratio as of the last day of the most recently ended~~ fiscal quarter of the Borrower ~~preceding~~ ending at 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~~ end of the ~~Borrower preceding~~ period covered by the applicable Calculation Date, the Applicable Margin for Revolving Credit Loans and Swingline Loans from such Calculation Date shall be based on Pricing Level IV (as shown below) until such time as an appropriate Officer's Compliance Certificate is provided, at which time the Pricing Level shall be determined by reference to the Total Leverage Ratio as of the last day of the most recently ended fiscal quarter of the Borrower preceding such Calculation Date. The Applicable Margin for Revolving Credit Loans and Swingline Loans shall be 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 TOTAL LEVERAGE RATIO LIBOR BASE RATE ------------- -------------------- ----- --------- I <2.00x 2.25% 1.25% II greater than or equal to 2.00x but <2.50x 2.50% 1.50% III greater than or equal to 2.50x but <3.00x 2.75% 1.75% IV greater than or equal to 3.00x 3.00% 2.00% (ii) Subject to the provisions of Section 4.6(g), the Applicable Margin for Term Loans shall be based on the table set forth below and shall be determined and adjusted on each Calculation Date until such time as any change in the Applicable Margin or pricing grid, as applicable for Term Loans pursuant to Section 4.6; provided, however that (A) the initial Applicable Margin for Term Loans shall be based on Pricing Level II until the Calculation Date of March 31, 2002 and (B) if the Borrower fails to provide the Officer's Compliance Certificate as required by Section 8.2 for the most recently ended fiscal quarter of the Borrower preceding the applicable Calculation Date, the Applicable Margin for Term Loans from such Calculation Date shall be based on Pricing Level II (as shown below) until such time as an appropriate Officer's Compliance Certificate is provided, at which time the Pricing Level shall be determined by reference to the Total Leverage Ratio as of the last day of the most recently ended fiscal quarter of the Borrower preceding such Calculation Date. The Applicable Margin for Term Loans shall be effective from one Calculation Date until the next Calculation Date. Any adjustment in the Applicable Margin shall be applicable to all Term Loans then existing or subsequently made or issued. Applicable LIBOR Applicable Base Rate Level Total Leverage Ratio Rate Margin (bps) Margin (bps) ----- -------------------- ----------------- -------------------- I < 2.50x 300.0 200.0 II greater than or equal to 2.50x 325.0 225.0relevant financial statements.

Appears in 1 contract

Sources: Amendment to Credit Agreement (Sba Communications Corp)

Applicable Margin. The Applicable Margin shall be subject to adjustment (upwards or downwards, as appropriate) based on the Leverage Ratio at the end of each of the first three fiscal quarters and the fiscal year of the Company. The Leverage Ratio shall be determined (i) ~~The Applicable Margin provided~~ for the period from the Closing Date until the Company delivers its monthly financial statements for the period ending as at March 31, 1996, by determining Total Debt on the Closing Date after giving effect to the making of the Loans and the consummation of the other Transactions which are consummated on such date and by determining Operating Cash Flow for the twelve-month period ending December 31, 1995, (ii) in ~~Section 5.1(a)~~ the case of determinations made with respect to ~~any Revolving Credit Loans and Swingline Loans (~~the ~~"Applicable Margin") shall be based upon~~ first three fiscal quarters of the ~~table set forth below and shall be determined and adjusted quarterly~~ Company's fiscal year thereafter, by reference to the monthly financial statements for the month ending on the ~~date (each a "Calculation Date") ten (10) Business Days after~~ last day of such fiscal quarter and the ~~date by which the Borrower is required to provide an Officer's~~ Compliance Certificate for such fiscal quarter delivered pursuant to Sections 6.1(b) and (d) and (iii) in the ~~most recently ended~~ case of determinations made with respect to the last fiscal quarter of the ~~Borrower; provided~~Company's fiscal year, however, that (A) the initial Applicable Margin for the Revolving Credit Loans and Swingline Loans shall be based on Pricing Level IV (as shown below) and shall remain at Pricing Level IV until December 31, 2001, and, thereafter the Pricing Level shall be determined by reference to the ~~Total Leverage Ratio as~~ financial statements and Compliance Certificate delivered by the Company pursuant to Sections 6.1(a) and (d), provided that for the purposes of clauses (i), (ii) and (iii) above, for all periods prior to the purchase of the ~~last~~ Noble Stock pursuant to the Noble Stock Purchase and Warrant Redemption Agreement, all calculations shall be made on a combined pro forma basis (excluding the Noble Denver Stations other than, to the extent applicable, the Noble Denver Stations which are subject to a Local Marketing Agreement) as if such Noble Stock had been purchased on or prior to the first day of ~~the most recently ended fiscal quarter~~ such period, all as certified to by an Authorized Officer of the ~~Borrower preceding the applicable Calculation Date~~Company, and ~~(B) if the Borrower fails~~ attaching to ~~provide the Officer's Compliance Certificate as required by Section 8.2 for the most recently ended fiscal quarter~~ such certificate, combined pro forma financial statements in support of ~~the Borrower preceding the applicable Calculation Date, the Applicable Margin for Revolving Credit Loans and Swingline Loans from~~ such Calculation Date shall be based on Pricing Level IV (as shown below) until such time as an appropriate Officer's Compliance Certificate is provided, at which time the Pricing Level shall be determined by reference to the Total Leverage Ratio as of the last day of the most recently ended fiscal quarter of the Borrower preceding such Calculation Datecalculations. 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~~ adjustment, if any, to the Applicable Margin shall be ~~applicable~~ effective commencing on the fifth Business Day after the delivery of such quarterly or annual financial statements and Compliance Certificate and shall be effective only for the period subsequent to ~~all Extensions of Credit then existing or subsequently made or issued~~such date. ~~PRICING LEVEL TOTAL LEVERAGE RATIO LIBOR BASE RATE ------------- -------------------- ----- --------- I <2.00x 2.25% 1.25% II greater than or equal~~ In the event that the Company shall at any time fail to ~~2.00x but <2.50x 2.50% 1.50% III greater than or equal to 2.50x but <3.00x 2.75% 1.75% IV greater than or equal to 3.00x 3.00% 2.00% (ii) Subject~~ furnish to the ~~provisions of~~ Banks the financial statements and Compliance Certificate required to be delivered pursuant to Section ~~4.6(g~~6.1(a), (b) or (d), the maximum Applicable Margin ~~for Term Loans~~ shall ~~be based on the table set forth below and shall be determined and adjusted on each Calculation Date~~ apply until such time as any change in the Applicable Margin or pricing grid, as applicable for Term Loans pursuant to Section 4.6; provided, however that (A) the initial Applicable Margin for Term Loans shall be based on Pricing Level II until the Calculation Date of March 31, 2002 such financial statements and ~~(B) if the Borrower fails to provide the Officer's~~ Compliance Certificate as required by Section 8.2 for the most recently ended fiscal quarter of the Borrower preceding the applicable Calculation Date, the Applicable Margin for Term Loans from such Calculation Date shall be based on Pricing Level II (as shown below) until such time as an appropriate Officer's Compliance Certificate is provided, at which time the Pricing Level shall be determined by reference are so delivered to the Total Leverage Ratio as of the last day of the most recently ended fiscal quarter of the Borrower preceding such Calculation Date. The Applicable Margin for Term Loans shall be effective from one Calculation Date until the next Calculation Date. Any adjustment in the Applicable Margin shall be applicable to all Term Loans then existing or subsequently made or issued. Applicable LIBOR Applicable Base Rate Level Total Leverage Ratio Rate Margin (bps) Margin (bps) ----- -------------------- ----------------- -------------------- I < 2.50x 300.0 200.0 II greater than or equal to 2.50x 325.0 225.0Agent.

Appears in 1 contract

Sources: Credit Agreement (Jacor Communications Inc)

Applicable Margin. The last paragraph of the definition of “Applicable Margin” set forth in Section 1.1 of the Credit Agreement is hereby deleted in its entirety and the following substituted therefor: “The Applicable Margin shall be re-determined as of the first day of each quarter. Notwithstanding anything to the contrary herein, (i) ~~The Applicable Margin provided for in Section 5.1(a) with respect to any Revolving Credit Loans and Swingline Loans (~~during the "Applicable Margin") shall be based upon the table set forth below and shall be determined and adjusted quarterly on the date (each a "Calculation Date") ten (10) Business Days after the date by which the Borrower is required to provide an Officer's Compliance Certificate for the most recently ended fiscal quarter of the Borrower; providedSpecial Period, ~~however, that~~ (A) the ~~initial~~ Applicable Margin ~~for the Revolving Credit~~ on Special Loans ~~and Swingline Loans~~ outstanding shall be ~~based on Pricing~~ set at the margin in the row styled “Level IV III” above plus two (~~as shown below~~2%) and shall remain at Pricing Level IV until December 31, 2001, and, thereafter the Pricing Level shall be determined by reference to the Total Leverage Ratio as of the last day of the most recently ended fiscal quarter of the Borrower preceding the applicable Calculation Datepercent per annum, and (B) ~~if the Borrower fails to provide the Officer's Compliance Certificate as required by Section 8.2 for the most recently ended fiscal quarter of the Borrower preceding the applicable Calculation Date,~~ the Applicable Margin ~~for~~ on all other Revolving Credit Loans and Swingline Loans from such Calculation Date shall be based on Pricing Level IV (as shown below) until such time as an appropriate Officer's Compliance Certificate is provided, at which time the Pricing Level shall be determined by reference to the Total Leverage Ratio as of the last day of the most recently ended fiscal quarter of the Borrower preceding such Calculation Date. The Applicable Margin for Revolving Credit Loans and Swingline Loans shall be ~~effective from one Calculation Date until~~ set at the ~~next Calculation Date. Any adjustment~~ margin in the row styled “Level III” above, and (ii) the Applicable Margin shall be ~~applicable to all Extensions~~ the highest percentage set forth in the grid above (or, in the case of Credit then existing or subsequently made or issued. PRICING LEVEL TOTAL LEVERAGE RATIO LIBOR BASE RATE ------------- -------------------- ----- --------- I <2.00x 2.25% 1.25% II greater than or equal to 2.00x but <2.50x 2.50% 1.50% III greater than or equal to 2.50x but <3.00x 2.75% 1.75% IV greater than or equal to 3.00x 3.00% 2.00% (ii) Subject to Special Loans outstanding during the ~~provisions of Section 4.6(g)~~Special Period, the ~~Applicable Margin~~ percentage determined under the foregoing clause (i) of this sentence) plus two (2%) percent per annum, at Agent’s option without notice, (A) for ~~Term Loans shall be based~~ the period on and after the ~~table set forth below and shall be determined and adjusted on each Calculation Date~~ date of termination or non-renewal hereof until such time as ~~any change~~ all Obligations are indefeasibly paid and satisfied in ~~the Applicable Margin or pricing grid~~full in immediately available funds, as applicable for Term Loans pursuant to Section 4.6; provided, however that (A) the initial Applicable Margin for Term Loans shall be based on Pricing Level II until the Calculation Date of March 31, 2002 and (B) ~~if the Borrower fails to provide the Officer's Compliance Certificate as required by Section 8.2~~ for the ~~most recently ended fiscal quarter~~ period from and after the date of the ~~Borrower preceding the applicable Calculation Date~~occurrence of any Event of Default, ~~the Applicable Margin~~ and for ~~Term Loans from~~ so long as such ~~Calculation Date shall be based on Pricing Level II (~~Event of Default is continuing 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~~ Agent, and (C) on the Revolving Loans to ~~the Total Leverage Ratio as~~ Borrowers at any time outstanding in excess of the ~~last day~~ Borrowing Base (whether or not such excess(es) arise or are made with or without Agent’s or any Lender’s knowledge or consent and whether made before or after an Event of ~~the most recently ended fiscal quarter of the Borrower preceding such Calculation Date~~Default). The Applicable Margin ~~for Term Loans~~ as of the Closing Date shall be ~~effective from one Calculation Date until the next Calculation Date. Any adjustment in~~ the Applicable Margin shall be ~~applicable to all Term Loans then existing or subsequently made or issued. Applicable LIBOR Applicable Base Rate~~ set at the margin in the row styled “Level ~~Total Leverage Ratio Rate Margin (bps) Margin (bps) ----- -------------------- ----------------- -------------------- I < 2.50x 300.0 200.0 II greater than or equal to 2.50x 325.0 225.0~~II” above.”

Appears in 1 contract

Sources: Credit Agreement (Pacific Ethanol, Inc.)

Applicable Margin. ~~(i)~~ The Applicable Margin provided for in Section 5.1(a) with respect to any ~~Revolving Credit Loans and Swingline Loans~~ Loan (the "“Applicable Margin"”) shall be based upon the table set forth below and shall be determined and adjusted quarterly on the date (each a "“Calculation Date"”) ten (10) Business Days after the earlier of (i) the date by on which Borrower provides or (ii) the date on which the Borrower is required to ~~provide~~ provide, an Officer's ’s Compliance Certificate for the most recently ended ~~fiscal quarter~~ Fiscal Quarter of the Borrower; provided, however, that (A) the initial Applicable Margin ~~for the Revolving Credit Loans and Swingline Loans~~ shall be based on Pricing Level IV III (as shown below) and shall remain at Pricing Level IV III until ~~December 31, 2001,~~ the first Calculation Date following the first full Fiscal Quarter occurring after the Closing Date and, thereafter the Pricing Level shall be determined by reference to the ~~Total Leverage~~ Adjusted Debt to EBITDAR Ratio as of the last day of the most recently ended ~~fiscal quarter~~ Fiscal Quarter of the Borrower preceding the applicable Calculation Date, and (B) if the Borrower fails to provide the Officer's ’s Compliance Certificate as required by Section 8.2 for the most recently ended ~~fiscal quarter~~ Fiscal Quarter of the Borrower preceding the applicable Calculation Date, the Applicable Margin ~~for Revolving Credit Loans and Swingline Loans~~ from such Calculation Date shall be based on Pricing Level IV I (as shown below) until such time as an appropriate Officer's ’s Compliance Certificate is provided, at which time the Pricing Level shall be determined by reference to the ~~Total Leverage~~ Adjusted Debt to EBITDAR Ratio as of the last day of the most recently ended ~~fiscal quarter~~ Fiscal Quarter of the Borrower preceding such Calculation Date. ~~The~~ Subject to Sections 5.1(c)(ii)(A) and (B) in the preceding sentence, 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 or issued. ~~PRICING LEVEL TOTAL LEVERAGE RATIO LIBOR BASE RATE ------------- -------------------- ----- ---------~~ 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 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 ~~<2.00x 2.25% 1.25% II greater~~ Greater than or equal to ~~2.00x but <2.50x 2.50~~5.00 to 1.00 3.000 % ~~1.50~~4.000 % ~~III greater~~ II Greater than or equal to ~~2.50x~~ 4.50 to 1.00 but ~~<3.00x 2.75~~less than 5.00 to 1.00 2.750 % ~~1.75~~3.750 % ~~IV greater~~ III Greater than or equal to ~~3.00x 3.00~~4.00 to 1.00 but less than 4.50 to 1.00 2.500 % 2.00% (ii) Subject to the provisions of Section 4.6(g), the Applicable Margin for Term Loans shall be based on the table set forth below and shall be determined and adjusted on each Calculation Date until such time as any change in the Applicable Margin or pricing grid, as applicable for Term Loans pursuant to Section 4.6; provided, however that (A) the initial Applicable Margin for Term Loans shall be based on Pricing Level II until the Calculation Date of March 31, 2002 and (B) if the Borrower fails to provide the Officer's Compliance Certificate as required by Section 8.2 for the most recently ended fiscal quarter of the Borrower preceding the applicable Calculation Date, the Applicable Margin for Term Loans from such Calculation Date shall be based on Pricing Level II (as shown below) until such time as an appropriate Officer's Compliance Certificate is provided, at which time the Pricing Level shall be determined by reference to the Total Leverage Ratio as of the last day of the most recently ended fiscal quarter of the Borrower preceding such Calculation Date. The Applicable Margin for Term Loans shall be effective from one Calculation Date until the next Calculation Date. Any adjustment in the Applicable Margin shall be applicable to all Term Loans then existing or subsequently made or issued. Applicable LIBOR Applicable Base Rate Level Total Leverage Ratio Rate Margin (bps) Margin (bps) ----- -------------------- ----------------- -------------------- I < 2.50x 300.0 200.0 II greater 3.500 % IV Greater than or equal to ~~2.50x 325.0 225.0~~3.50 to 1.00 but less than 4.00 to 1.00 2.250 % 3.250 % V Less than 3.50 to 1.00 2.000 % 3.000 %

Appears in 1 contract

Sources: Credit Agreement (O Charleys Inc)

Applicable Margin. The percentages per annum set forth in Level I, Level II, Level III or Level IV in the chart immediately below, as applicable based upon the ratio of Consolidated Funded Debt to Consolidated Tangible Net Worth as set forth in the most recent Compliance Certificate received by the Administrative Agent pursuant to §8.4(d): Any increase or decrease in the Applicable Margin resulting from a change in the ratio of Consolidated Funded Debt to Consolidated Tangible Net Worth shall become effective as of the first Business Day immediately following the date a Compliance Certificate is delivered pursuant to §8.4(d); provided, however, that if a Compliance Certificate is not delivered when due in accordance with such §, then, upon the request of the Required Lenders, Level I shall apply as of the first Business Day after the date on which such Compliance Certificate was required to have been delivered and shall remain in effect until the date on which such Compliance Certificate is delivered. Notwithstanding the foregoing to the contrary, in the event either the Borrower or the Administrative Agent determines, in good faith, that the calculation of the ratio of Consolidated Funded Debt to Consolidated Tangible Net Worth on which the Applicable Margin for any particular period was determined is inaccurate and, as a consequence thereof, the Applicable Margin was lower or higher than it should have been, (i) ~~The Applicable Margin provided for~~ the Borrower shall promptly deliver (but in ~~Section 5.1(a) with respect to~~ any Revolving Credit Loans and Swingline Loans (the "Applicable Margin") shall be based upon the table set forth below and shall be determined and adjusted quarterly on the date (each a "Calculation Date") event within ten (10) Business Days after the ~~date by which~~ Borrower discovers such inaccuracy or the Borrower is ~~required to provide an Officer's Compliance Certificate for~~ notified by the ~~most recently ended fiscal quarter~~ Administrative Agent of such inaccuracy, as the ~~Borrower; provided, however, that (A~~case may be) the initial Applicable Margin for the Revolving Credit Loans and Swingline Loans shall be based on Pricing Level IV (as shown below) and shall remain at Pricing Level IV until December 31, 2001, and, thereafter the Pricing Level shall be determined by reference to the ~~Total Leverage Ratio as~~ Administrative Agent correct financial statements for such period (and if such financial statements are not accurately restated and delivered within thirty (30) days after the first discovery of ~~the last day of the most recently ended fiscal quarter of~~ such inaccuracy by the Borrower ~~preceding~~ or such notice, as the ~~applicable Calculation Date~~case may be, 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 was lower than it should have been, then Level I shall apply retroactively for ~~Revolving Credit Loans and Swingline Loans from~~ such ~~Calculation Date shall be based on Pricing Level IV (as shown below)~~ period until such time as ~~an appropriate Officer's Compliance Certificate is provided~~the correct financial statements are delivered and, ~~at which time~~ upon the ~~Pricing~~ delivery of such corrected financial statements, thereafter the corrected Level shall ~~be determined by reference to~~ apply for such period), (ii) the ~~Total Leverage Ratio as~~ Administrative Agent shall determine and notify the Borrower of the ~~last day~~ amount of ~~the most recently ended fiscal quarter~~ interest that would have been due in respect of ~~the Borrower preceding~~ outstanding Obligations, if any, during 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~~ period had the Applicable Margin shall be applicable to all Extensions of Credit then existing or subsequently made or issued. PRICING LEVEL TOTAL LEVERAGE RATIO LIBOR BASE RATE ------------- -------------------- ----- --------- I <2.00x 2.25% 1.25% II greater than or equal to 2.00x but <2.50x 2.50% 1.50% III greater than or equal to 2.50x but <3.00x 2.75% 1.75% IV greater than or equal to 3.00x 3.00% 2.00% (ii) Subject to the provisions of Section 4.6(g), the Applicable Margin for Term Loans shall be been calculated based on the ~~table set forth below and shall be determined and adjusted on each Calculation Date until such time as any change in~~ correct ratio of Consolidated Funded Debt to Consolidated Tangible Net Worth (or, to the extent applicable, the Level I Applicable Margin ~~or pricing grid,~~ if such corrected financial statements were not delivered as ~~applicable for Term Loans pursuant to Section 4.6; provided, however that~~ provided herein) and (Aiii) the ~~initial Applicable Margin for Term Loans~~ Borrower shall ~~be based on Pricing Level II until~~ promptly pay to the ~~Calculation Date~~ Administrative Agent the difference, if any, between that amount and the amount actually paid in respect of ~~March 31, 2002 and (B) if~~ such period. The foregoing notwithstanding shall in no way limit the ~~Borrower fails to provide the Officer's Compliance Certificate as required by Section 8.2 for the most recently ended fiscal quarter~~ rights of the ~~Borrower preceding~~ Administrative Agent or the Lenders to exercise their rights to impose the rate of interest applicable ~~Calculation Date, the Applicable Margin for Term Loans from such Calculation Date shall be based on Pricing Level II (~~during an Event of Default as shown below) until such time as an appropriate Officer's Compliance Certificate is provided, at which time the Pricing Level shall be determined by reference to the Total Leverage Ratio as of the last day of the most recently ended fiscal quarter of the Borrower preceding such Calculation Date. The Applicable Margin for Term Loans shall be effective from one Calculation Date until the next Calculation Date. Any adjustment in the Applicable Margin shall be applicable to all Term Loans then existing or subsequently made or issued. Applicable LIBOR Applicable Base Rate Level Total Leverage Ratio Rate Margin (bps) Margin (bps) ----- -------------------- ----------------- -------------------- I < 2.50x 300.0 200.0 II greater than or equal to 2.50x 325.0 225.0provided herein.

Appears in 1 contract

Sources: Revolving Credit Agreement (CAI International, Inc.)

Applicable Margin. ~~(i)~~ The Applicable Margin provided for in Section ~~5.1(a~~6.1(a) with respect to any ~~Revolving Credit Loans and Swingline Loans~~ Loan (the "“Applicable Margin"”) shall be based upon the table set forth below and shall be determined and adjusted quarterly on the date (each a "Calculation Date") ten (10) Business Days after the date by which the Borrower is required to provide an Officer's Compliance Certificate for the most recently ended fiscal quarter of the Borrower; provided, however, that (A) the initial Applicable Margin for the Revolving Credit Loans and Swingline Loans shall be based on Pricing Level IV (as shown below) and shall remain at Pricing Level IV until December 31, 2001, and, thereafter the Pricing Level shall be determined by reference to ~~the Total Leverage Ratio~~ Average Excess Availability as of the last day of the most recently ended ~~fiscal quarter of the Borrower~~ month preceding the applicable Calculation Date and adjusted monthly, commencing on November 1, 2011, on the date (each, a “Calculation Date”) that is the first day of the first month after the earlier of (i) the date on which the Credit Parties provide, or (ii) the date on which the Credit Parties are required to provide, the reports and ~~(B)~~ other information required to be provided for each month pursuant to Section 9.4(b); provided, however, that if the ~~Borrower fails~~ Credit Parties fail to provide the ~~Officer's Compliance Certificate~~ reports and other information as required by Section ~~8.2~~ 9.4(b) for the most recently ended ~~fiscal quarter of the Borrower~~ month preceding the applicable Calculation Date, the Applicable Margin ~~for Revolving Credit Loans and Swingline Loans~~ from such Calculation Date shall be based on Pricing Level IV I (as shown below) until such time as ~~an appropriate Officer's Compliance Certificate~~ such reports and other information is ~~provided~~provided as required by Section 9.4(b), at which time the ~~Pricing Level~~ Applicable Margin shall be determined by reference to ~~the Total Leverage Ratio~~ Average Excess Availability as of the last day of the most recently ended ~~fiscal quarter of the Borrower~~ month 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. Automatically upon the occurrence and during the continuance of any Event of Default under Section 13.1(a), (b), (j) or (k), and at the election of the Required Lenders upon the occurrence and during the continuance of any other Event of Default, the Applicable Margin shall be based on Pricing Level I. Any adjustment in the Applicable Margin shall be applicable to all Extensions of Credit then existing or subsequently made or issued. ~~PRICING LEVEL TOTAL LEVERAGE RATIO LIBOR BASE RATE ------------- -------------------- ----- ---------~~ I ~~<2.00x 2.25~~Less than $25,000,000 2.00 % ~~1.25~~0.50 % II ~~greater~~ Greater than or equal to ~~2.00x~~ $25,000,000 but ~~<2.50x 2.50% 1.50% III greater~~ less than or equal to ~~2.50x but <3.00x 2.75~~$50,000,000 1.75 % ~~1.75~~0.25 % ~~IV greater~~ III Greater than ~~or equal~~ $50,000,000 1.50 % 0.00 % Notwithstanding the foregoing, however, in the event that the information regarding Average Excess Availability delivered pursuant to ~~3.00x 3.00% 2.00% (ii) Subject~~ this Agreement is shown to be inaccurate, and such inaccuracy, if corrected, would have led to the ~~provisions~~ application of ~~Section 4.6(g),~~ higher Applicable Margins for any period (a “Margin Rate Period”) than the Applicable Margins actually applied for such Margin Rate Period, then (a) the Parent shall immediately deliver to the Administrative Agent a certificate calculating the correct Average Excess Availability for ~~Term Loans shall be based on~~ such Margin Rate Period, (b) the ~~table set forth below and~~ Applicable Margins shall be determined ~~and adjusted on each Calculation Date until such time~~ as any change in the Applicable Margin or pricing grid, as applicable for Term Loans pursuant to Section 4.6; provided, however that (A) the initial Applicable Margin for Term Loans shall be based on Pricing Level II until the Calculation Date of March 31, 2002 and (B) if the ~~Borrower fails to provide the Officer's Compliance Certificate as required by Section 8.2 for the most recently ended fiscal quarter of the Borrower preceding the applicable Calculation Date, the~~ correct Applicable ~~Margin for Term Loans from such Calculation Date shall be based on Pricing Level II~~ Margins (as shown ~~below~~above) ~~until~~ were applicable for such ~~time~~ Margin Rate Period, and (c) the Borrowers shall immediately deliver to the Administrative Agent full payment in respect of the accrued additional interest on the Obligations as ~~an appropriate Officer's Compliance Certificate is provided~~a result of such increased Applicable Margins for such Margin Rate Period, at which ~~time the Pricing Level~~ payment shall be ~~determined~~ promptly applied by ~~reference~~ the Administrative Agent to the Total Leverage Ratio as of the last day of the most recently ended fiscal quarter of the Borrower preceding such Calculation Date. The Applicable Margin for Term Loans shall be effective from one Calculation Date until the next Calculation Date. Any adjustment in the Applicable Margin shall be applicable to all Term Loans then existing or subsequently made or issued. Applicable LIBOR Applicable Base Rate Level Total Leverage Ratio Rate Margin (bps) Margin (bps) ----- -------------------- ----------------- -------------------- I < 2.50x 300.0 200.0 II greater than or equal to 2.50x 325.0 225.0affected Obligations.

Appears in 1 contract

Sources: Credit Agreement (La-Z-Boy Inc)

Applicable Margin. ~~(i)~~ The Applicable Margin provided for in Section ~~5.1(a~~6.1(a) with respect to any ~~Revolving Credit Loans and Swingline Loans~~ Loan (the "“Applicable Margin"”) shall be based upon the table set forth below and shall be determined and adjusted quarterly on the date (each a "Calculation Date") ten (10) Business Days after the date by which the Borrower is required to provide an Officer's Compliance Certificate for the most recently ended fiscal quarter of the Borrower; provided, however, that (A) the initial Applicable Margin for the Revolving Credit Loans and Swingline Loans shall be based on Pricing Level IV (as shown below) and shall remain at Pricing Level IV until December 31, 2001, and, thereafter the Pricing Level shall be determined by reference to ~~the Total Leverage Ratio~~ Average Excess Availability as of the last day of the most recently ended ~~fiscal quarter of the Borrower~~ month preceding the applicable Calculation Date and adjusted monthly, commencing on March 1, 2008, on the date (each, a “Calculation Date”) that is the first day of the first month after the earlier of (i) the date on which the Credit Parties provide, or (ii) the date on which the Credit Parties are required to provide, the reports and other information required to be provided for each month pursuant to Section 9.4(b); provided, however, that (a) the initial Applicable Margin shall be based on Pricing Level II (as shown below) and shall remain at no lower than Pricing Level II until the first Calculation Date following September 1, 2008, and (Bb) if the ~~Borrower fails~~ Credit Parties fail to provide the ~~Officer's Compliance Certificate~~ reports and other information as required by Section ~~8.2~~ 9.4(b) for the most recently ended ~~fiscal quarter of the Borrower~~ month preceding the applicable Calculation Date, the Applicable Margin ~~for Revolving Credit Loans and Swingline Loans~~ from such Calculation Date shall be based on Pricing Level IV I (as shown below) until such time as ~~an appropriate Officer's Compliance Certificate~~ such reports and other information is ~~provided~~provided as required by Section 9.4(b), at which time the ~~Pricing Level~~ Applicable Margin shall be determined by reference to ~~the Total Leverage Ratio~~ Average Excess Availability as of the last day of the most recently ended ~~fiscal quarter of the Borrower~~ month 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. Automatically upon the occurrence and during the continuance of any Event of Default under Section 13.1(a), (b), (j) or (k), and at the election of the Required Lenders upon the occurrence and during the continuance of any other Event of Default, the Applicable Margin shall be based on Pricing Level I. Any adjustment in the Applicable Margin shall be applicable to all Extensions of Credit then existing or subsequently made or issued. ~~PRICING LEVEL TOTAL LEVERAGE RATIO LIBOR BASE RATE ------------- -------------------- ----- ---------~~ I ~~<2.00x 2.25~~Less than $40,000,000 2.25 % ~~1.25~~0.50 % II ~~greater~~ Greater than or equal to ~~2.00x~~ $40,000,000 but ~~<2.50x 2.50% 1.50% III greater~~ less than or equal to ~~2.50x but <3.00x 2.75~~$70,000,000 2.00 % ~~1.75~~0.25 % ~~IV greater~~ III Greater than ~~or equal~~ $70,000,000 1.75 % 0.00 % Notwithstanding the foregoing, however, in the event that the information regarding Average Excess Availability delivered pursuant to ~~3.00x 3.00% 2.00% (ii) Subject~~ this Agreement is shown to be inaccurate, and such inaccuracy, if corrected, would have led to the ~~provisions~~ application of ~~Section 4.6(g),~~ higher Applicable Margins for any period (a “Margin Rate Period”) than the Applicable Margins actually applied for such Margin Rate Period, then (a) the Parent shall immediately deliver to the Administrative Agent a certificate calculating the correct Average Excess Availability for ~~Term Loans shall be based on~~ such Margin Rate Period, (b) the ~~table set forth below and~~ Applicable Margins shall be determined ~~and adjusted on each Calculation Date until such time~~ as any change in the Applicable Margin or pricing grid, as applicable for Term Loans pursuant to Section 4.6; provided, however that (A) the initial Applicable Margin for Term Loans shall be based on Pricing Level II until the Calculation Date of March 31, 2002 and (B) if the ~~Borrower fails to provide the Officer's Compliance Certificate as required by Section 8.2 for the most recently ended fiscal quarter of the Borrower preceding the applicable Calculation Date, the~~ correct Applicable ~~Margin for Term Loans from such Calculation Date shall be based on Pricing Level II~~ Margins (as shown ~~below~~above) ~~until~~ were applicable for such ~~time~~ Margin Rate Period, and (c) the Borrowers shall immediately deliver to the Administrative Agent full payment in respect of the accrued additional interest on the Obligations as ~~an appropriate Officer's Compliance Certificate is provided~~a result of such increased Applicable Margins for such Margin Rate Period, at which ~~time the Pricing Level~~ payment shall be ~~determined~~ promptly applied by ~~reference~~ the Administrative Agent to the Total Leverage Ratio as of the last day of the most recently ended fiscal quarter of the Borrower preceding such Calculation Date. The Applicable Margin for Term Loans shall be effective from one Calculation Date until the next Calculation Date. Any adjustment in the Applicable Margin shall be applicable to all Term Loans then existing or subsequently made or issued. Applicable LIBOR Applicable Base Rate Level Total Leverage Ratio Rate Margin (bps) Margin (bps) ----- -------------------- ----------------- -------------------- I < 2.50x 300.0 200.0 II greater than or equal to 2.50x 325.0 225.0affected Obligations.

Appears in 1 contract

Sources: Credit Agreement (La-Z-Boy Inc)

Applicable Margin. (i) The Applicable Margin provided for in Section 5.1(a) with respect to any Revolving Credit Loans and Swingline Loans (the "Applicable Margin") shall be based upon the table set forth below and shall be determined and adjusted quarterly on the date (each a "Calculation Date") ten (10) Business Days after the date by which the Borrower is required to provide an Officer's Compliance Certificate for the most recently ended fiscal quarter of the Borrower; provided, however, that (A) the initial Applicable Margin for the Revolving Credit Loans and ~~Swingline~~ the Term Loans ~~shall be based on Pricing Level IV (as shown below)~~ and ~~shall remain at Pricing Level IV until December 31, 2001, and, thereafter~~ the ~~Pricing Level~~ Commitment Fee Rate shall be determined by reference to the ~~Total~~ Leverage Ratio as of the ~~last day~~ end of the ~~most recently ended~~ fiscal quarter immediately preceding the delivery of the financial statements and the accompanying Officer’s Compliance Certificate, as of the closing date of any Permitted Acquisition or as of the date issuance of any equity securities of the Borrower ~~preceding the applicable Calculation Date~~as follows: I Greater than 2.00 to 1.00 0.275 % 0.000 % 1.375 % II Less than or equal to 2.00 to 1.00 and greater than 1.00 to 1.00 0.250 % 0.000 % 1.250 % III Less than or equal to 1.00 to 1.00 0.225 % 0.000 % 1.000 % (ii) Adjustments, ~~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~~any, the Applicable Margin for Revolving Credit Loans and Swingline Loans from such Calculation Date shall be based on Pricing Level IV (as shown below) until such time as an appropriate Officer's Compliance Certificate is provided, at which time the Pricing Level shall be determined by reference to the Total Leverage Ratio as of the last day of the most recently ended fiscal quarter of the Borrower preceding such Calculation Date. The Applicable Margin for Revolving Credit Loans and Swingline Loans shall be 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 TOTAL LEVERAGE RATIO LIBOR BASE RATE ------------- -------------------- ----- --------- I <2.00x 2.25% 1.25% II greater than or equal to 2.00x but <2.50x 2.50% 1.50% III greater than or equal to 2.50x but <3.00x 2.75% 1.75% IV greater than or equal to 3.00x 3.00% 2.00% (ii) Subject to by the ~~provisions of Section 4.6(g), the Applicable Margin for Term Loans shall be based~~ Administrative Agent on the ~~table set~~ tenth (10th) Business Day (each an “Adjustment Date”) after receipt by the Administrative Agent of quarterly financial statements for the Borrower and its Subsidiaries and the accompanying Officer’s Compliance Certificate setting forth ~~below~~ the Leverage Ratio of the Borrower and ~~shall be determined and adjusted on each Calculation Date until such time~~ its Subsidiaries as ~~any change~~ of the most recent fiscal quarter end; provided that adjustments in the Applicable Margin ~~or pricing grid,~~ also shall be made by the Administrative Agent (A) on the closing date of any Permitted Acquisition following receipt by the Administrative Agent of evidence of pro forma covenant compliance with each covenant contained in Article X (as ~~applicable for Term Loans~~ delivered pursuant to Section ~~4.6; provided, however that (A~~11.4(e) ~~the initial Applicable Margin for Term Loans shall be based on Pricing Level II until the Calculation Date of March 31, 2002~~ hereof) and (B) if on the date of issuance of any equity securities by the Borrower. Subject to Section 5.1(d), in the event the Borrower fails to ~~provide~~ deliver such financial statements and Officer’s Compliance Certificate, evidence of covenant compliance or notice of issuance of equity securities, as applicable, within the ~~Officer's Compliance Certificate as~~ time required by ~~Section~~ Sections 8.1, 8.2 ~~for the most recently ended fiscal quarter of the Borrower preceding the applicable Calculation Date~~and 11.4(e) hereof, 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 recently ended fiscal quarter of the Borrower preceding such Calculation Date. The Applicable Margin for Term Loans shall be effective from one Calculation Date until the next Calculation Date. Any adjustment in the Applicable Margin shall be ~~applicable to all Term Loans then existing~~ the highest Applicable Margin set forth in clause (i) above until the Adjustment Date following the delivery of such financial statements and Officer’s Compliance Certificate, evidence of covenant compliance or subsequently made or issued. Applicable LIBOR Applicable Base Rate Level Total Leverage Ratio Rate Margin (bps) Margin (bps) ----- -------------------- ----------------- -------------------- I < 2.50x 300.0 200.0 II greater than or equal to 2.50x 325.0 225.0notice of issuance of equity securities, as applicable.

Appears in 1 contract

Sources: Credit Agreement (Global Imaging Systems Inc)

Applicable Margin. The following percentages per annum, based upon the ratio of Consolidated Funded Debt to Consolidated Tangible Net Worth as set forth in the most recent Compliance Certificate received by the Administrative Agent pursuant to §8.4(c): Any increase or decrease in the Applicable Margin resulting from a change in the ratio of Consolidated Funded Debt to Consolidated Tangible Net Worth shall become effective as of the first Business Day immediately following the date a Compliance Certificate is delivered pursuant to §8.4(c); provided, however, that if a Compliance Certificate is not delivered when due in accordance with such Section, then, upon the request of the Required Lenders, Level I shall apply as of the first Business Day after the date on which such Compliance Certificate was required to have been delivered and shall remain in effect until the date on which such Compliance Certificate is delivered. The Applicable Margin in effect from the Third Amendment Effective Date through the date of delivery of the Compliance Certificate for the period ending March 31, 2015 (pursuant to §8.4(c)), with the financial statements to be delivered pursuant to §8.4(a), shall initially be set at Level II and in any event shall be no lower than Level II. Notwithstanding the foregoing to the contrary, in the event either the Borrowers or the Administrative Agent determines, in good faith, that the calculation of the ratio of Consolidated Funded Debt to Consolidated Tangible Net Worth on which the Applicable Margin for any particular period was determined is inaccurate and, as a consequence thereof, the Applicable Margin was lower or higher than it should have been, (i) ~~The Applicable Margin provided for~~ the Borrowers shall promptly deliver (but in ~~Section 5.1(a) with respect to~~ any Revolving Credit Loans and Swingline Loans (the "Applicable Margin") shall be based upon the table set forth below and shall be determined and adjusted quarterly on the date (each a "Calculation Date") event within ten (10) Business Days after the ~~date~~ Borrowers discover such inaccuracy or the Borrowers are notified by ~~which~~ the ~~Borrower is required to provide an Officer's Compliance Certificate for~~ Administrative Agent of such inaccuracy, as the ~~most recently ended fiscal quarter of the Borrower; provided, however, that (A~~case may be) the initial Applicable Margin for the Revolving Credit Loans and Swingline Loans shall be based on Pricing Level IV (as shown below) and shall remain at Pricing Level IV until December 31, 2001, and, thereafter the Pricing Level shall be determined by reference to the ~~Total Leverage Ratio~~ Administrative Agent correct financial statements for such period (and if such financial statements are not accurately restated and delivered within thirty (30) days after the first discovery of such inaccuracy by the Borrowers or such notice, as of the ~~last day of the most recently ended fiscal quarter of the Borrower preceding the applicable Calculation Date~~case may be, 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 was lower than it should have been, then Level I shall apply retroactively for ~~Revolving Credit Loans and Swingline Loans from~~ such ~~Calculation Date shall be based on Pricing Level IV (as shown below)~~ period until such time as ~~an appropriate Officer's Compliance Certificate is provided~~the correct financial statements are delivered and, ~~at which time~~ upon the ~~Pricing~~ delivery of such corrected financial statements, thereafter the corrected Level shall ~~be determined by reference to~~ apply for such period), (ii) the ~~Total Leverage Ratio as~~ Administrative Agent shall determine and notify the Borrowers of the ~~last day~~ amount of ~~the most recently ended fiscal quarter~~ interest that would have been due in respect of ~~the Borrower preceding~~ outstanding Obligations, if any, during 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~~ period had the Applicable Margin shall be applicable to all Extensions of Credit then existing or subsequently made or issued. PRICING LEVEL TOTAL LEVERAGE RATIO LIBOR BASE RATE ------------- -------------------- ----- --------- I <2.00x 2.25% 1.25% II greater than or equal to 2.00x but <2.50x 2.50% 1.50% III greater than or equal to 2.50x but <3.00x 2.75% 1.75% IV greater than or equal to 3.00x 3.00% 2.00% (ii) Subject to the provisions of Section 4.6(g), the Applicable Margin for Term Loans shall be been calculated based on the ~~table set forth below and shall be determined and adjusted on each Calculation Date until such time as any change in~~ correct ratio of Consolidated Funded Debt to Consolidated Tangible Net Worth (or, to the extent applicable, the Level I Applicable Margin ~~or pricing grid,~~ if such corrected financial statements were not delivered as ~~applicable for Term Loans pursuant to Section 4.6; provided, however that~~ provided herein) and (Aiii) the ~~initial Applicable Margin for Term Loans~~ applicable Borrower shall ~~be based on Pricing Level II until~~ promptly pay to the ~~Calculation Date~~ Administrative Agent the difference, if any, between that amount and the amount actually paid in respect of ~~March 31, 2002 and (B) if~~ such period. The foregoing notwithstanding shall in no way limit the ~~Borrower fails to provide the Officer's Compliance Certificate as required by Section 8.2 for the most recently ended fiscal quarter~~ rights of the ~~Borrower preceding~~ Administrative Agent or the Lenders to exercise their rights to impose the rate of interest applicable ~~Calculation Date, the Applicable Margin for Term Loans from such Calculation Date shall be based on Pricing Level II (~~during an Event of Default as shown below) until such time as an appropriate Officer's Compliance Certificate is provided, at which time the Pricing Level shall be determined by reference to the Total Leverage Ratio as of the last day of the most recently ended fiscal quarter of the Borrower preceding such Calculation Date. The Applicable Margin for Term Loans shall be effective from one Calculation Date until the next Calculation Date. Any adjustment in the Applicable Margin shall be applicable to all Term Loans then existing or subsequently made or issued. Applicable LIBOR Applicable Base Rate Level Total Leverage Ratio Rate Margin (bps) Margin (bps) ----- -------------------- ----------------- -------------------- I < 2.50x 300.0 200.0 II greater than or equal to 2.50x 325.0 225.0provided herein.

Appears in 1 contract

Sources: Revolving Credit Agreement (CAI International, Inc.)

Applicable Margin. The following percentages per annum, based upon the Total Leverage Ratio as set forth in the most recent Compliance Certificate received by the Administrative Agent pursuant to §8.4(c): Level Total Leverage Ratio Eurodollar Rate Loans / Letter of Credit Fees Base Rate Loans Commitment Fee Any increase or decrease in the Applicable Margin resulting from a change in the Total Leverage Ratio shall become effective as of the first Business Day immediately following the date a Compliance Certificate is delivered pursuant to §8.4(c); provided, however, that if a Compliance Certificate is not delivered when due in accordance with such Section, then, upon the request of the Required Lenders, Level I shall apply as of the first Business Day after the date on which such Compliance Certificate was required to have been delivered and shall remain in effect until the date on which such Compliance Certificate is delivered. The Applicable Margin in effect from the Sixth Amendment Effective Date through the date of delivery of the Compliance Certificate for the period ending March 31, 2019 (pursuant to §8.4(c)), with the financial statements to be delivered pursuant to §8.4(a), shall initially be set at Level II and in any event shall be no lower than Level II. Notwithstanding the foregoing to the contrary, in the event either the Borrowers or the Administrative Agent determines, in good faith, that the calculation of the Total Leverage Ratio on which the Applicable Margin for any particular period was determined is inaccurate and, as a consequence thereof, the Applicable Margin was lower or higher than it should have been, (i) ~~The Applicable Margin provided for~~ the Borrowers shall promptly deliver (but in ~~Section 5.1(a) with respect to~~ any Revolving Credit Loans and Swingline Loans (the "Applicable Margin") shall be based upon the table set forth below and shall be determined and adjusted quarterly on the date (each a "Calculation Date") event within ten (10) Business Days after the ~~date~~ Borrowers discover such inaccuracy or the Borrowers are notified by ~~which~~ the ~~Borrower is required to provide an Officer's Compliance Certificate for~~ Administrative Agent of such inaccuracy, as the ~~most recently ended fiscal quarter of the Borrower; provided, however, that (A~~case may be) the initial Applicable Margin for the Revolving Credit Loans and Swingline Loans shall be based on Pricing Level IV (as shown below) and shall remain at Pricing Level IV until December 31, 2001, and, thereafter the Pricing Level shall be determined by reference to the ~~Total Leverage Ratio~~ Administrative Agent correct financial statements for such period (and if such financial statements are not accurately restated and delivered within thirty (30) days after the first discovery of such inaccuracy by the Borrowers or such notice, as of the ~~last day of the most recently ended fiscal quarter of the Borrower preceding the applicable Calculation Date~~case may be, 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 was lower than it should have been, then Level I shall apply retroactively for ~~Revolving Credit Loans and Swingline Loans from~~ such ~~Calculation Date shall be based on Pricing Level IV (as shown below)~~ period until such time as ~~an appropriate Officer's Compliance Certificate is provided~~the correct financial statements are delivered and, ~~at which time~~ upon the ~~Pricing~~ delivery of such corrected financial statements, thereafter the corrected Level shall ~~be determined by reference to~~ apply for such period), (ii) the Administrative Agent shall determine and notify the Borrowers of the amount of interest that would have been due in respect of outstanding Obligations, if any, during such period had the Applicable Margin been calculated based on the correct Total Leverage Ratio (or, to the extent applicable, the Level I Applicable Margin if such corrected financial statements were not delivered as provided herein) and (iii) the applicable Borrower shall promptly pay to the Administrative Agent the difference, if any, between that amount and the amount actually paid in respect of such period. The foregoing notwithstanding shall in no way limit the rights of the ~~last day~~ Administrative Agent or the Lenders to exercise their rights to impose the rate of ~~the most recently ended fiscal quarter~~ interest applicable during an Event 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 or issued. PRICING LEVEL TOTAL LEVERAGE RATIO LIBOR BASE RATE ------------- -------------------- ----- --------- I <2.00x 2.25% 1.25% II greater than or equal to 2.00x but <2.50x 2.50% 1.50% III greater than or equal to 2.50x but <3.00x 2.75% 1.75% IV greater than or equal to 3.00x 3.00% 2.00% (ii) Subject to the provisions of Section 4.6(g), the Applicable Margin for Term Loans shall be based on the table set forth below and shall be determined and adjusted on each Calculation Date until such time Default as any change in the Applicable Margin or pricing grid, as applicable for Term Loans pursuant to Section 4.6; provided, however that (A) the initial Applicable Margin for Term Loans shall be based on Pricing Level II until the Calculation Date of March 31, 2002 and (B) if the Borrower fails to provide the Officer's Compliance Certificate as required by Section 8.2 for the most recently ended fiscal quarter of the Borrower preceding the applicable Calculation Date, the Applicable Margin for Term Loans from such Calculation Date shall be based on Pricing Level II (as shown below) until such time as an appropriate Officer's Compliance Certificate is provided, at which time the Pricing Level shall be determined by reference to the Total Leverage Ratio as of the last day of the most recently ended fiscal quarter of the Borrower preceding such Calculation Date. The Applicable Margin for Term Loans shall be effective from one Calculation Date until the next Calculation Date. Any adjustment in the Applicable Margin shall be applicable to all Term Loans then existing or subsequently made or issued. Applicable LIBOR Applicable Base Rate Level Total Leverage Ratio Rate Margin (bps) Margin (bps) ----- -------------------- ----------------- -------------------- I < 2.50x 300.0 200.0 II greater than or equal to 2.50x 325.0 225.0provided herein.

Appears in 1 contract

Sources: Revolving Credit Agreement (CAI International, Inc.)

Applicable Margin. ~~(i)~~ The term “Applicable Margin” means the annual percentage rate to be added to LIBOR to determine the LIBOR Rate under this Agreement. Initially, the Applicable Margin shall be 1.80% per annum. The Applicable Margin ~~provided for~~ will be adjusted (up or down) on a quarterly basis as determined by Borrower’s Total Funded Debt to EBITDA ratio. Adjustments in ~~Section 5.1(a) with respect to any Revolving Credit Loans and Swingline Loans (~~the "Applicable Margin") shall be based upon the table set forth below and shall be determined and adjusted quarterly on the date (each a "Calculation Date") ten (10) Business Days after the date by which the Borrower is required to provide an Officer's Compliance Certificate for the most recently ended fiscal quarter of the Borrower; provided, however, that (A) the initial Applicable Margin for the Revolving Credit Loans and Swingline Loans shall be based on Pricing Level IV (as shown below) and shall remain at Pricing Level IV until December 31, 2001, and, thereafter the Pricing Level shall will be determined by reference to the ~~Total Leverage Ratio as~~ following grid: Greater than or equal to 1.75 2.25% Greater than 1.0 but less than 1.75 1.80% Less than or equal to 1.0 1.50% Within forty-five (45) days of the ~~last day~~ end of each Fiscal Quarter of Borrower (provided that Borrower shall have ninety (90) days after the ~~most recently ended fiscal quarter~~ end of each Fiscal Year), Borrower shall (a) deliver to BANK its Financial Statements covering such Fiscal Quarter (which shall be management prepared financial statements for purposes hereof), (b) deliver to BANK the ~~Borrower preceding the applicable Calculation Date~~quarterly financial covenant compliance certificate of Borrower, and (Bc) if certify to Bank the then Total Funded Debt to EBITDA ratio of Borrower ~~fails~~ and Borrower's determination of Applicable Margin therefrom on such form as the Bank may from time to time specify. Borrower shall also Commercial Loan Agreement – Micronetics, Inc. provide to the ~~Officer's Compliance Certificate~~ Bank such other reasonable information as ~~required by Section 8.2 for the most recently ended fiscal quarter~~ Bank may request of Borrower to verify its determination of the ~~Borrower preceding~~ Applicable Margin. As of the ~~applicable Calculation Date~~tenth (10th) Business Day after the Borrower's delivery of all of the above-referenced items to the Bank, the Bank shall notify Borrower of its determination of the Applicable Margin. The new Applicable Margin ~~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~~ so determined by ~~reference to~~ the ~~Total Leverage Ratio as of the last day of the most recently ended fiscal quarter of the Borrower preceding such Calculation Date. The Applicable Margin for Revolving Credit Loans and Swingline Loans~~ BANK shall be effective ~~from one Calculation Date until~~ as to all then outstanding LIBOR Advances and all new LIBOR Advances thereafter made, and such new Applicable Margin shall remain in effect through the next ~~Calculation Date~~date upon which the determination of a new Applicable Margin becomes effective in accordance with the above provisions. ~~Any adjustment in~~ Notwithstanding the foregoing, upon any Event of Default, the Applicable Margin shall be ~~applicable to all Extensions of Credit then existing or subsequently made or issued. PRICING LEVEL TOTAL LEVERAGE RATIO LIBOR BASE RATE ------------- -------------------- ----- --------- I <2.00x~~ 2.25~~% 1.25% II greater than or equal to 2.00x but <2.50x 2.50% 1.50% III greater than or equal to 2.50x but <3.00x 2.75% 1.75% IV greater than or equal to 3.00x 3.00% 2.00~~% (ii) Subject to the provisions of Section 4.6(g), the Applicable Margin for Term Loans shall be based on the table set forth below and shall be determined and adjusted on each Calculation Date until such time as any change in the Applicable Margin or pricing grid, as applicable for Term Loans pursuant to Section 4.6; provided, however that (A) the initial Applicable Margin for Term Loans shall be based on Pricing Level II until the Calculation Date of March 31, 2002 and (B) if the Borrower fails to provide the Officer's Compliance Certificate as required by Section 8.2 for the most recently ended fiscal quarter of the Borrower preceding the applicable Calculation Date, the Applicable Margin for Term Loans from such Calculation Date shall be based on Pricing Level II (as shown below) until such time as an appropriate Officer's Compliance Certificate is provided, at which time the Pricing Level shall be determined by reference to the Total Leverage Ratio as of the last day of the most recently ended fiscal quarter of the Borrower preceding such Calculation Date. The Applicable Margin for Term Loans shall be effective from one Calculation Date until the next Calculation Date. Any adjustment in the Applicable Margin shall be applicable to all Term Loans then existing or subsequently made or issued. Applicable LIBOR Applicable Base Rate Level Total Leverage Ratio Rate Margin (bps) Margin (bps) ----- -------------------- ----------------- -------------------- I < 2.50x 300.0 200.0 II greater than or equal to 2.50x 325.0 225.0.

Appears in 1 contract

Sources: Commercial Loan Agreement (Micronetics Inc)

Applicable Margin. ~~(i)~~ thereafter, the Applicable Margin shall equal the applicable LIBOR margin or Base Rate margin in effect from time to time determined as set forth below based upon the applicable Leverage Ratio then in effect pursuant to the appropriate column under the table below: Greater than 5.00 to 1.0 4.00 % 2.75 % greater than 4.50 to 1.0, but less than or equal to 5.00 to 1.0 3.75 % 2.50 % greater than 4.00 to 1.0, but less than or equal to 4.50 to 1.0 3.50 % 2.25 % less than or equal to 4.00 to 1.0 3.00 % 1.75 % The Applicable Margin ~~provided for in Section 5.1(a) with respect to any Revolving Credit Loans and Swingline Loans (the "Applicable Margin")~~ shall be ~~based~~ adjusted from time to time upon delivery to the ~~table set forth below~~ Agent of the monthly financial statements for the last month of each fiscal quarter and the Compliance Certificate required to be delivered pursuant to •Section 4.1 hereof, in each case accompanied by a written calculation of the Leverage Ratio certified on behalf of the Borrower by a Responsible Officer as of the end of the fiscal month for which such financial statements are delivered. If such calculation indicates that the Applicable Margin shall increase or decrease, then on the fifth (5th) Business Day following the date of delivery of such financial statements, Compliance Certificate and written calculation the Applicable Margin shall be ~~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 Borrowerin accordance therewith; provided, however, that ~~(A)~~ if the ~~initial Applicable Margin~~ Borrower shall fail to deliver any such financial statements and Compliance Certificate for any such fiscal month by the ~~Revolving Credit Loans and Swingline Loans shall be based on Pricing Level IV (as shown below) and shall remain~~ date required pursuant to Section 4.1, then, at ~~Pricing Level IV until December 31~~the Agent’s election, ~~2001, and, thereafter the Pricing Level shall be determined by reference to the Total Leverage Ratio~~ effective as of the ~~last day of the most recently ended fiscal quarter of the Borrower preceding the applicable Calculation Date~~date such financial statements and Compliance Certificate were to have been delivered, and continuing through the fifth (B5th) Business Day following the date (if ~~the Borrower fails to provide the Officer's~~ ever) when such financial statements, Compliance Certificate ~~as required by Section 8.2 for the most recently ended fiscal quarter of the Borrower preceding the applicable Calculation Date~~and such written calculation are finally delivered, the Applicable Margin for Revolving Credit Loans and Swingline Loans from such Calculation Date shall be based on Pricing Level IV (as shown below) until such time as an appropriate Officer's Compliance Certificate is provided, at which time the Pricing Level shall be determined by reference to the Total Leverage Ratio as of the last day of the most recently ended fiscal quarter of the Borrower preceding such Calculation Date. The Applicable Margin for Revolving Credit Loans and Swingline Loans shall be effective from one Calculation Date until the next Calculation Date. Any adjustment in the Applicable Margin shall be ~~applicable~~ conclusively presumed to all Extensions of Credit then existing or subsequently made or issued. PRICING LEVEL TOTAL LEVERAGE RATIO LIBOR BASE RATE ------------- -------------------- ----- --------- I <2.00x 2.25% 1.25% II greater than or equal ~~to 2.00x but <2.50x 2.50% 1.50% III greater than or equal to 2.50x but <3.00x 2.75% 1.75% IV greater than or equal to 3.00x 3.00% 2.00% (ii) Subject to~~ the ~~provisions of Section 4.6(g), the~~ highest Applicable Margin ~~for Term Loans shall be based on~~ specified in the pricing table set forth ~~below and shall be determined and adjusted on each Calculation Date until such time as any change~~ above.” “(g) no more than $5,000,000 in the ~~Applicable Margin or pricing grid, as applicable for Term~~ aggregate principal amount of Revolving Loans ~~pursuant to Section 4.6; provided, however that (A) the initial Applicable Margin for Term Loans shall~~ may be ~~based on Pricing Level II until the Calculation Date of March 31, 2002~~ used during any calendar year and (B) if the Borrower fails to provide the Officer's Compliance Certificate as required by Section 8.2 for the most recently ended fiscal quarter of the Borrower preceding the applicable Calculation Date, the Applicable Margin for Term Loans from such Calculation Date shall be based on Pricing Level II (as shown below) until such time as an appropriate Officer's Compliance Certificate is provided, at which time the Pricing Level shall be determined by reference to the Total Leverage Ratio as of the last day of the most recently ended fiscal quarter of the Borrower preceding such Calculation Date. The Applicable Margin for Term Loans shall be effective from one Calculation Date until the next Calculation Date. Any adjustment no more than $10,000,000 in the ~~Applicable Margin shall~~ aggregate principal amount of Revolving Loans may be ~~applicable~~ used during the term of this Agreement to consummate all Term Loans then existing or subsequently made or issued. Applicable LIBOR Applicable Base Rate Level Total Leverage Ratio Rate Margin (bps) Margin (bps) ----- -------------------- ----------------- -------------------- I < 2.50x 300.0 200.0 II greater than or equal to 2.50x 325.0 225.0such Acquisitions;”

Appears in 1 contract

Sources: Credit Agreement (Panther Expedited Services, Inc.)

Applicable Margin. ~~(i)~~ The Applicable Margin shall be subject to reduction or increase, as applicable, and as set forth in the table below, based upon the Leverage Ratio of the Borrower as reflected in the financial statements required to be delivered for the fiscal quarter most recently ended pursuant to Section 6.1 or Section 6.2 hereof. The adjustment provided for in this Section ~~5.1(a~~2.3(f) shall be effective (a) with respect to ~~any Revolving Credit Loans and Swingline Loans (~~an increase of the "Applicable Margin", as of the second (2nd) ~~shall~~ Business Day after the day on which financial statements are required to be ~~based upon~~ delivered to the ~~table set forth below~~ Administrative Agent pursuant to Sections 6.1 and ~~shall be determined~~ 6.2 hereof, as the case may be, and ~~adjusted quarterly on~~ (b) with respect to a decrease in the Applicable Margin, as of the second (2nd) Business Day after except with respect to Interest Periods ending (or other payments of interest occurring) before the date that such financial statements are actually delivered to the Administrative Agent, the day on which such financial statements are required to be delivered to the Administrative Agent pursuant to Section 6.1 or 6.2 hereof, as the case may be. If the Borrower shall fail to deliver financial statements within seventy-five (~~each a "Calculation Date"~~75) ~~ten (10) Business Days~~ days after the ~~date by which~~ end of any of the ~~Borrower is required to provide an Officer~~first three fiscal quarters of the Borrower's ~~Compliance Certificate for~~ fiscal year (or within one hundred twenty (120) days after the ~~most recently ended~~ end of the last fiscal quarter of the Borrower~~; provided~~'s fiscal year), ~~however~~as required by Sections 6.1 or 6.2 hereof, it shall be conclusively presumed that ~~(A)~~ the ~~initial~~ Applicable Margin is based upon a Leverage Ratio of 4.00:1 for the ~~Revolving Credit Loans~~ period from and ~~Swingline Loans shall be based on Pricing Level IV~~ including the seventy-sixth (~~as shown below~~76th) ~~and shall remain at Pricing Level IV until December 31~~day (or one hundred twenty-first (121st) day, ~~2001, and, thereafter~~ in the ~~Pricing Level shall be determined by reference to the Total Leverage Ratio as~~ case of the last quarter) after the end of such fiscal quarter, as the case may be, to the fifth day of following the ~~most recently ended fiscal quarter of~~ delivery by the Borrower ~~preceding~~ to 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~~ Administrative Agent of ~~the Borrower preceding the applicable Calculation Date, the~~ such financial statements. The Applicable Margin ~~for Revolving Credit Loans and Swingline Loans from such Calculation~~ in effect on the Agreement Date shall be based upon a certificate, dated the Agreement Date, by the Borrower's Authorized Signatory showing the Leverage Ratio on ~~Pricing Level IV~~ a pro forma basis (~~as shown below~~after giving effect to initial Advances hereunder) ~~until such time as an appropriate Officer's Compliance Certificate is provided, at which time the Pricing Level shall be determined by reference~~ and delivered to the Total Leverage Ratio as of the last day of the most recently ended fiscal quarter of the Borrower preceding such Calculation Date. The Applicable Margin for Revolving Credit Loans and Swingline Loans shall be 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 TOTAL LEVERAGE RATIO LIBOR BASE RATE ------------- -------------------- ----- --------- I <2.00x 2.25% 1.25% II greater than or equal to 2.00x but <2.50x 2.50% 1.50% III greater than or equal to 2.50x but <3.00x 2.75% 1.75% IV greater than or equal to 3.00x 3.00% 2.00% (ii) Subject to the provisions of Section 4.6(g), the Applicable Margin for Term Loans shall be based Administrative Agent on the table set forth below and shall be determined and adjusted on each Calculation Date until such time as any change in the Applicable Margin or pricing grid, as applicable for Term Loans pursuant to Section 4.6; provided, however that (A) the initial Applicable Margin for Term Loans shall be based on Pricing Level II until the Calculation Date of March 31, 2002 and (B) if the Borrower fails to provide the Officer's Compliance Certificate as required by Section 8.2 for the most recently ended fiscal quarter of the Borrower preceding the applicable Calculation Agreement 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 recently ended fiscal quarter of the Borrower preceding such Calculation Date. The Applicable Margin for Term Loans shall be effective from one Calculation Date until the next Calculation Date. Any adjustment in the Applicable Margin shall be applicable to all Term Loans then existing or subsequently made or issued. Applicable LIBOR Applicable Base Rate Level Total Leverage Ratio Rate Margin (bps) Margin (bps) ----- -------------------- ----------------- -------------------- I < 2.50x 300.0 200.0 II greater than or equal to 2.50x 325.0 225.0.

Appears in 1 contract

Sources: Revolving Loan Agreement (Tci Music Inc)

Applicable Margin. ~~(i)~~ On any date the Applicable Margin for LIBOR Rate Loans and Base Rate Loans shall be as set forth below based on the ratio of the Consolidated Total Indebtedness of REIT and its respective Subsidiaries to the Gross Asset Value of REIT and its respective Subsidiaries: Pricing Level 1 Less than 40% 2.00% 1.00% Pricing Level 2 Greater than or equal to 40% but less than 45% 2.25% 1.25% Pricing Level 3 Greater than or equal to 45% but less than 55% 2.45% 1.45% Pricing Level 4 Greater than or equal to 55% 2.65% 1.65% The initial Applicable Margin shall be at Pricing Level 1. The Applicable Margin ~~provided for in Section 5.1(a) with respect to any Revolving Credit Loans and Swingline Loans (the "Applicable Margin")~~ shall not be adjusted based upon such ratio, if at all, until the ~~table set forth below and shall be determined and adjusted quarterly on the date~~ first (~~each a "Calculation Date"~~1st) ten (10) Business Days after the date by which the Borrower is required to provide an Officer's Compliance Certificate for the most recently ended fiscal quarter of the Borrower; provided, however, that (A) the initial Applicable Margin for the Revolving Credit Loans and Swingline Loans shall be based on Pricing Level IV (as shown below) and shall remain at Pricing Level IV until December 31, 2001, and, thereafter the Pricing Level shall be determined by reference to the Total Leverage Ratio as of the last day of the ~~most recently ended fiscal quarter~~ first (1st) month following the delivery by Borrower to the Agent of the ~~Borrower preceding the applicable Calculation Date, and (B) if the Borrower fails to provide the Officer's~~ Compliance Certificate as after the end of a calendar quarter. In the event that Borrower shall fail to deliver to the Agent a quarterly Compliance Certificate on or before the date required by ~~Section 8.2 for the most recently ended fiscal quarter~~ §7.4(c), then without limiting any other rights of the ~~Borrower preceding~~ Agent and the ~~applicable Calculation Date~~Lenders under this Agreement, the Applicable Margin for ~~Revolving Credit~~ Loans ~~and Swingline Loans from such Calculation Date~~ shall be ~~based on~~ at Pricing Level ~~IV (as shown below)~~ 4 until such ~~time as an appropriate Officer's Compliance Certificate~~ failure is ~~provided~~cured within any applicable cure period, at or waived in writing by the Required Lenders, in which ~~time~~ event the ~~Pricing Level~~ Applicable Margin shall ~~be determined by reference to~~ adjust, if necessary, on the ~~Total Leverage Ratio as of the last~~ first (1st) day of the ~~most recently ended fiscal quarter~~ first (1st) month following receipt of such Compliance Certificate. In the event that the Agent, REIT, or the Borrower ~~preceding~~ determine that any financial statements previously delivered were incorrect or inaccurate (regardless of whether this Agreement or the Revolving Credit Commitments are in effect when such ~~Calculation Date. The~~ inaccuracy is discovered), and such inaccuracy, if corrected, would have led to the application of a higher Applicable Margin for ~~Revolving Credit Loans and Swingline Loans~~ any period (an “Applicable Period”) than the Applicable Margin applied for such Applicable Period, then (i) the Borrower shall ~~be effective from one Calculation Date until~~ as soon as practicable deliver to the ~~next Calculation Date. Any adjustment in~~ Agent the corrected financial statements for such Applicable Period, (ii) the Applicable Margin shall be determined as if the Pricing Level for such higher Applicable Margin were applicable ~~to all Extensions~~ for such Applicable Period, and (iii) the Borrower shall within three (3) Business Days of Credit then existing or subsequently made or issued. PRICING LEVEL TOTAL LEVERAGE RATIO LIBOR BASE RATE ------------- -------------------- ----- --------- I <2.00x 2.25% 1.25% II greater than or equal to 2.00x but <2.50x 2.50% 1.50% III greater than or equal to 2.50x but <3.00x 2.75% 1.75% IV greater than or equal to 3.00x 3.00% 2.00% (ii) Subject demand thereof by the Agent pay to the ~~provisions~~ Agent the accrued additional amount owing as a result of ~~Section 4.6(g), the~~ such increased Applicable Margin for ~~Term Loans~~ such Applicable Period, which payment shall be ~~based on~~ promptly applied by the ~~table set forth below and shall be determined and adjusted on each Calculation Date until such time as any change~~ Agent in the Applicable Margin or pricing grid, as applicable for Term Loans pursuant to Section 4.6; provided, however that (A) the initial Applicable Margin for Term Loans shall be based on Pricing Level II until the Calculation Date of March 31, 2002 and (B) if the Borrower fails to provide the Officer's Compliance Certificate as required by Section 8.2 for the most recently ended fiscal quarter of the Borrower preceding the applicable Calculation Date, the Applicable Margin for Term Loans from such Calculation Date shall be based on Pricing Level II (as shown below) until such time as an appropriate Officer's Compliance Certificate is provided, at which time the Pricing Level shall be determined by reference to the Total Leverage Ratio as of the last day of the most recently ended fiscal quarter of the Borrower preceding such Calculation Date. The Applicable Margin for Term Loans shall be effective from one Calculation Date until the next Calculation Date. Any adjustment in the Applicable Margin shall be applicable to all Term Loans then existing or subsequently made or issued. Applicable LIBOR Applicable Base Rate Level Total Leverage Ratio Rate Margin (bps) Margin (bps) ----- -------------------- ----------------- -------------------- I < 2.50x 300.0 200.0 II greater than or equal to 2.50x 325.0 225.0accordance with this Agreement."

Appears in 1 contract

Sources: Credit Agreement (Carter Validus Mission Critical REIT II, Inc.)

Applicable Margin. ~~(i) The Applicable Margin provided for in Section 5.1(a) with respect~~ On any date prior to ~~any Revolving Credit Loans and Swingline Loans (~~the "Applicable Margin") shall be based upon the table set forth below and shall be determined and adjusted quarterly on the date (each a "Calculation Date") ten (10) Business Days after the date by which the Borrower is required to provide an Officer's Compliance Certificate for the most recently ended fiscal quarter occurrence of the Borrower; provided, however, that (A) the initial Applicable Margin for the Revolving Credit Loans and Swingline Loans shall be based on Pricing Level IV (as shown below) and shall remain at Pricing Level IV until December 31, 2001, and, thereafter the Pricing Level shall be determined by reference to the Total Leverage Ratio as of the last day of the most recently ended fiscal quarter 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 DateQualified Capital Raise, the Applicable Margin for ~~Revolving Credit~~ LIBOR Rate Loans and Swingline Loans from such Calculation Date shall be based on Pricing Level IV (as shown below) until such time as an appropriate Officer's Compliance Certificate is provided, at which time the Pricing Level shall be determined by reference to the Total Leverage Ratio as of the last day of the most recently ended fiscal quarter of the Borrower preceding such Calculation Date. The Applicable Margin for Revolving Credit Loans and Swingline Base Rate Loans shall be ~~effective from one Calculation Date until~~ a percentage per annum as set forth below: (b) On any date commencing on the ~~next Calculation Date. Any adjustment in~~ date of the ~~Applicable Margin shall be applicable to all Extensions~~ occurrence of Credit then existing or subsequently made or issued. PRICING LEVEL TOTAL LEVERAGE RATIO LIBOR BASE RATE ------------- -------------------- ----- --------- I <2.00x 2.25% 1.25% II greater than or equal to 2.00x but <2.50x 2.50% 1.50% III greater than or equal to 2.50x but <3.00x 2.75% 1.75% IV greater than or equal to 3.00x 3.00% 2.00% (ii) Subject to the ~~provisions of Section 4.6(g)~~Qualified Capital Raise and continuing thereafter, the Applicable Margin for ~~Term~~ LIBOR Rate Loans and Base Rate Loans shall be a percentage per annum as set forth below based on the ~~table set forth below and shall be determined and adjusted on each Calculation Date until such time as any change in the~~ applicable Leverage Ratio: Pricing Level 1 Less than 45% Less than 5 to 1 2.25 % 1.25 % Pricing Level 2 Equal to or greater than 45% but less than 55% Equal to or greater than 5 to 1 but less than 5.5 to 1 2.50 % 1.50 % Pricing Level 3 Equal to or greater than 55% Equal to or greater than 5.5 to 1 3.00 % 2.00 % The Applicable Margin ~~or pricing grid, as applicable for Term Loans~~ determined pursuant to ~~Section 4.6; provided~~this subparagraph (b) shall not be adjusted based upon such ratio, ~~however that (A) the initial Applicable Margin for Term Loans shall be based on Pricing Level II~~ if at all, until the ~~Calculation Date~~ first (1st) day of ~~March 31, 2002 and~~ the first (B1st) if month following the ~~Borrower fails~~ delivery by REIT to ~~provide~~ the ~~Officer's~~ Agent of the Compliance Certificate as after the end of a fiscal quarter. In the event that REIT shall fail to deliver to the Agent a quarterly Compliance Certificate on or before the date required by ~~Section 8.2 for the most recently ended fiscal quarter~~ §7.4(c), then without limiting any other rights of the ~~Borrower preceding~~ Agent and the ~~applicable Calculation Date~~Lenders under this Agreement, 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 recently ended fiscal quarter of the Borrower preceding such Calculation Date. The Applicable Margin for Term Loans shall be ~~effective from one Calculation Date~~ at Pricing Level 3 until such failure is cured within any applicable cure period, or waived in writing by the ~~next Calculation Date. Any adjustment~~ Required Lenders, in which event the Applicable Margin shall adjust, if necessary, on the first (1st) day of the first (1st) month following receipt of such Compliance Certificate. Notwithstanding the foregoing, any accrued interest payable at the Applicable Margin determined pursuant to subparagraph (a) above prior to the applicability of this subparagraph (b) shall be ~~applicable~~ payable as provided in §2.6. 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 ~~all Term Loans~~ the application of a higher Applicable Margin for any period (an “Applicable Period”) than the Applicable Margin applied for such Applicable Period, then ~~existing or subsequently made or issued. Applicable LIBOR Applicable Base Rate Level Total Leverage Ratio Rate Margin~~ (~~bps~~a) ~~Margin (bps) ----- -------------------- ----------------- -------------------- I < 2.50x 300.0 200.0 II greater than or equal~~ the Borrower shall as soon as practicable deliver to ~~2.50x 325.0 225.0~~the Agent the corrected financial

Appears in 1 contract

Sources: Credit Agreement (Condor Hospitality Trust, Inc.)

Applicable Margin. For the purpose of this subsection 1.4, the “Applicable Margin” shall be determined as follows: (i) ~~The Applicable Margin provided for in Section 5.1(a~~subject to the provisions of subparagraph (iii) ~~with respect to any Revolving Credit Loans~~ hereof, from and ~~Swingline Loans (the "Applicable Margin") shall be based upon the table set forth below and shall be determined and adjusted quarterly on the date (each a "Calculation Date") ten (10) Business Days~~ after the ~~date by which~~ Closing Date, until the Borrower is required to provide an Officer's Compliance Certificate for the most recently ended fiscal quarter of the Borrower; provided, however, that (A) the initial Applicable Margin for the Revolving Credit Loans and Swingline Loans shall be based on Pricing Level IV (as shown below) and shall remain at Pricing Level IV until December 31, 2001, and, thereafter the Pricing Level shall be determined by reference to the Total Leverage Ratio as of the last day of the most recently ended fiscal quarter of the Borrower preceding the applicable Calculation first Interest Adjustment Date, and ~~(B) if~~ thereafter from and after each Interest Adjustment Date until 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~~ next Interest Adjustment Date, the Applicable Margin for Base Rate Revolving Credit Loans (the “Applicable Base Rate Margin”) and Swingline Loans from such Calculation Date shall be based on Pricing Level IV (as shown below) until such time as an appropriate Officer's Compliance Certificate is provided, at which time the Pricing Level shall be determined by reference to the Total Leverage Ratio as of the last day of the most recently ended fiscal quarter of the Borrower preceding such Calculation Date. The Applicable Margin for Revolving Credit Loans ~~and Swingline Loans~~ subject to a LIBOR Option (the “Applicable LIBOR Margin”) shall be ~~effective from one Calculation Date until~~ the ~~next Calculation Date. Any adjustment~~ respective amounts set forth in the following table opposite the applicable ratio of outstanding Total Funded Debt to Adjusted EBITDA: Ratio of Outstanding Total Funded Debt to Adjusted EBITDA Applicable Base Rate Margin ~~shall be applicable to all Extensions~~ Applicable LIBOR Margin (for the most recently concluded period of ~~Credit then existing or subsequently made or issued. PRICING LEVEL TOTAL LEVERAGE RATIO LIBOR BASE RATE ------------- -------------------- ----- --------- I <2.00x 2.25% 1.25% II greater~~ four consecutive fiscal quarters) Greater than or equal to ~~2.00x~~ 1.00:1.00 but ~~<2.50x 2.50% 1.50% III greater~~ less than or equal to ~~2.50x but <3.00x~~ 2.00:1.00 0% 2.75% ~~1.75~~Less than 1.00:1.00 0% ~~IV greater than~~ 2.50% The Applicable Margin in effect from the Closing Date until the first Interest Adjustment Date shall be 0% (in the case of the Applicable Base Rate Margin) or ~~equal to 3.00x 3.00~~2.50% ~~2.00%~~(in the case of the Applicable LIBOR Margin). (ii) ~~Subject to the provisions of Section 4.6(g)~~As used herein, the ~~Applicable Margin for Term Loans~~ term “Interest Adjustment Date” shall be based on the table set forth below and shall be determined and adjusted on each Calculation Date until such time as any change in the Applicable Margin or pricing grid, as applicable for Term Loans pursuant to Section 4.6; provided, however that mean (A) the ~~initial~~ first day of the first month after the date on which each of the quarterly compliance certificates (together with quarterly unaudited financial statements for such quarter) required to be delivered under subsection 5.1 (the “Required Financial Statements”) with respect to the then most recently ended quarter were due, if the foregoing table indicates an upward adjustment of the Applicable ~~Margin for Term Loans shall be based on Pricing Level II until the Calculation Date of March 31~~Margin, ~~2002 and~~ or (B) if the ~~Borrower fails to provide~~ later of such date or the Officer's Compliance Certificate as required by Section 8.2 for the most recently ended fiscal quarter of the Borrower preceding the applicable Calculation Date, the Applicable Margin for Term Loans from such Calculation Date shall be based on Pricing Level II (as shown below) until such time as an appropriate Officer's Compliance Certificate is provided, at which time the Pricing Level shall be determined by reference to the Total Leverage Ratio as of the last first day of the ~~most recently ended fiscal quarter~~ first month after the date that all of the ~~Borrower preceding~~ Required Financial Statements for such ~~Calculation Date. The Applicable Margin for Term Loans~~ quarter shall ~~be effective from one Calculation Date until~~ have been received by the ~~next Calculation Date. Any~~ Agent, if the foregoing table indicates a downward adjustment in of the Applicable Margin shall be applicable to all Term Loans then existing or subsequently made or issued. Applicable LIBOR Applicable Base Rate Level Total Leverage Ratio Rate Margin (bps) Margin (bps) ----- -------------------- ----------------- -------------------- I < 2.50x 300.0 200.0 II greater than or equal to 2.50x 325.0 225.0Margin.

Appears in 1 contract

Sources: Revolving Credit Loan Agreement

Applicable Margin. ~~(i)~~ The Applicable Margin provided for in Section ~~5.1(a~~----------------- 4.1 (a) with respect to ~~any Revolving Credit Loans and Swingline~~ the Loans (the "Applicable Margin") shall for each fiscal quarter be ~~based upon~~ determined by reference to the ~~table~~ Leverage Ratio as of the end of the fiscal quarter immediately preceding the delivery of the applicable Officer's Compliance Certificate (or, with respect to the Closing Date, the Financial Condition Certificate delivered pursuant to Section 5.2(d)(ii)) as follows: Applicable Margin Per Annum Leverage Ratio Base Rate + LIBOR Rate + -------------- --------------------------- Greater than or equal to 2.00 to 1.00 0.00% 0.625% Greater than or equal to 1.00 to 1.00 but less than 2.00 to 1.00 0.00% 0.500% Less than 1.00 to 1.00 0.00% 0.375% Adjustments, if any, in the Applicable Margin shall be made by the Agent on the tenth (10th) Business Day after receipt by the Agent of quarterly financial statements for the Borrower and its Subsidiaries and the accompanying Officer's Compliance Certificate setting forth the Leverage Ratio of the Borrower and its Subsidiaries as of the most recent fiscal quarter end. Subject to Section 4.1(d), in the event the Borrower fails to deliver such financial statements and certificate within the time required by Section 7.2 hereof, the Applicable Margin shall be the highest Applicable Margin set forth ~~below~~ above until the delivery of such financial statements and ~~shall be determined~~ certificate. Notwithstanding the foregoing, for the period from and ~~adjusted quarterly on~~ including the ~~date~~ Closing Date through and including the tenth (~~each a "Calculation Date") ten (10~~10th) Business ~~Days after~~ Day following the ~~date by which~~ delivery of the ~~Borrower is required to provide an~~ financial statements and Officer's Compliance Certificate for the ~~most recently ended~~ fiscal quarter of the Borrower; provided, however, that (A) the initial Applicable Margin for the Revolving Credit Loans and Swingline Loans shall be based on Pricing Level IV (as shown below) and shall remain at Pricing Level IV until December ending March 31, ~~2001~~1997, and, thereafter the Pricing Level shall be determined by reference to the Total Leverage Ratio as of the last day of the most recently ended fiscal quarter of the Borrower preceding the applicable Calculation Date, and (B) if the Borrower fails to provide the Officer's Compliance Certificate as required by Section 8.2 for the most recently ended fiscal quarter of the Borrower preceding the applicable Calculation Date, the Applicable Margin for Revolving Credit Loans and Swingline Loans from such Calculation Date shall be based on Pricing Level IV (as shown below) until such time as an appropriate Officer's Compliance Certificate is provided, at which time the Pricing Level shall be determined by reference to the Total Leverage Ratio as of the last day of the most recently ended fiscal quarter of the Borrower preceding such Calculation Date. The Applicable Margin for Revolving Credit Loans and Swingline Loans shall be effective from one Calculation Date until the next Calculation Date. Any adjustment in the Applicable Margin shall be ~~applicable~~ 0.00% for Base Rate Loans and 0.500% for LIBOR Loans; provided, that in the event the Borrower fails to all Extensions of Credit then existing or subsequently made or issued. PRICING LEVEL TOTAL LEVERAGE RATIO LIBOR BASE RATE ------------- -------------------- ----- --------- I <2.00x 2.25% 1.25% II greater than or equal to 2.00x but <2.50x 2.50% 1.50% III greater than or equal to 2.50x but <3.00x 2.75% 1.75% IV greater than or equal to 3.00x 3.00% 2.00% (ii) Subject make the payments -------- required pursuant to the ~~provisions~~ promissory notes in favor of ~~Section 4.6(g)~~the phantom stock holders described in Schedule 6.1(t) on or prior to March 1, 1997, the Applicable Margin ~~for Term Loans~~ --------------- shall be ~~based on the table set forth below and shall be determined and adjusted on each Calculation Date until such time as any change in the Applicable Margin or pricing grid, as applicable for Term Loans~~ calculated pursuant to ~~Section 4.6; provided, however that (A)~~ the initial Applicable Margin for Term Loans shall be based on Pricing Level II until the Calculation Date of March 31, 2002 and (B) if the Borrower fails to provide the Officer's Compliance Certificate as required by Section 8.2 for the most recently ended fiscal quarter of the Borrower preceding the applicable Calculation Date, the Applicable Margin for Term Loans from such Calculation Date shall be based on Pricing Level II (as shown below) until such time as an appropriate Officer's Compliance Certificate is provided, at which time the Pricing Level shall be determined by reference to the Total Leverage Ratio as of the last day of the most recently ended fiscal quarter of the Borrower preceding such Calculation Date. The Applicable Margin for Term Loans shall be effective from one Calculation Date until the next Calculation Date. Any adjustment in the Applicable Margin shall be applicable to all Term Loans then existing or subsequently made or issued. Applicable LIBOR Applicable Base Rate Level Total Leverage Ratio Rate Margin (bps) Margin (bps) ----- -------------------- ----------------- -------------------- I < 2.50x 300.0 200.0 II greater than or equal to 2.50x 325.0 225.0set forth above.

Appears in 1 contract

Sources: Credit Agreement (American Business Information Inc /De)

Applicable Margin. ~~(i)~~ The Applicable Margin provided for in Section 5.1(a) with respect to any ~~Revolving Credit Loans and Swingline Loans~~ Loan (the "“Applicable Margin"”) shall be based upon the table set forth below and shall be determined and adjusted quarterly on the date (each a "“Calculation Date"”) ten (10) Business Days after the date by which the Borrower is required to provide an Officer's ’s Compliance Certificate for the most recently ended ~~fiscal quarter of the Borrower~~Fiscal Quarter; provided, however, that (Aa) the initial Applicable Margin ~~for the Revolving Credit Loans and Swingline Loans~~ shall be based on Pricing Level IV III (as shown below) and shall remain at Pricing Level IV III until receipt by the Administrative Agent of the Officer’s Compliance Certificate for the Fiscal Quarter ending on or nearest to December 31, ~~2001,~~ 2005 and, thereafter the Pricing Level shall be determined by reference to the Total Leverage Ratio as of the last day of the most recently ended ~~fiscal quarter of the Borrower~~ Fiscal Quarter preceding the applicable Calculation Date, and (Bb) if the Borrower fails to provide the Officer's ’s Compliance Certificate as required by Section 8.2 for the most recently ended ~~fiscal quarter of the Borrower~~ Fiscal Quarter preceding the applicable Calculation Date, the Applicable Margin ~~for Revolving Credit Loans and Swingline Loans~~ from such Calculation Date shall be based on Pricing Level IV (as shown below) until such time as an appropriate Officer's ’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 Ratio as of the last day of the most recently ended ~~fiscal quarter of the Borrower~~ Fiscal Quarter preceding such Calculation Date; provided further, however, that the Applicable Margin, with respect to any Incremental Term Loan of any Series shall be agreed upon at the time the Incremental Commitments of such Series are established pursuant to Section 14.24. 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 or issued. ~~PRICING LEVEL TOTAL LEVERAGE RATIO LIBOR BASE RATE ------------- -------------------- ----- ---------~~ IV Greater than 3.00 to 1.00 2.25 % 1.25 % 2.00 % 1.00 % Greater than 2.50 to 1.00, but less than or III equal to 3.00 to 1.00 2.00 % 1.00 % 2.00 % 1.00 % Greater than 2.00 to 1.00, but less than or II equal to 2.50 to 1.00 1.75 % 0.75 % 2.00 % 1.00 % I ~~<2.00x 2.25% 1.25% II greater~~ Less than or equal to ~~2.00x but <2.50x 2.50~~2.00 1.50 % ~~1.50~~0.50 % ~~III greater than or equal to 2.50x but <3.00x 2.75~~1.75 % ~~1.75% IV greater than or equal to 3.00x 3.00% 2.00~~0.75 % (ii) Subject to the provisions of Section 4.6(g), the Applicable Margin for Term Loans shall be based on the table set forth below and shall be determined and adjusted on each Calculation Date until such time as any change in the Applicable Margin or pricing grid, as applicable for Term Loans pursuant to Section 4.6; provided, however that (A) the initial Applicable Margin for Term Loans shall be based on Pricing Level II until the Calculation Date of March 31, 2002 and (B) if the Borrower fails to provide the Officer's Compliance Certificate as required by Section 8.2 for the most recently ended fiscal quarter of the Borrower preceding the applicable Calculation Date, the Applicable Margin for Term Loans from such Calculation Date shall be based on Pricing Level II (as shown below) until such time as an appropriate Officer's Compliance Certificate is provided, at which time the Pricing Level shall be determined by reference to the Total Leverage Ratio as of the last day of the most recently ended fiscal quarter of the Borrower preceding such Calculation Date. The Applicable Margin for Term Loans shall be effective from one Calculation Date until the next Calculation Date. Any adjustment in the Applicable Margin shall be applicable to all Term Loans then existing or subsequently made or issued. Applicable LIBOR Applicable Base Rate Level Total Leverage Ratio Rate Margin (bps) Margin (bps) ----- -------------------- ----------------- -------------------- I < 2.50x 300.0 200.0 II greater than or equal to 2.50x 325.0 225.0

Appears in 1 contract

Sources: Credit Agreement (Geo Group Inc)

Common use of Applicable Margin Clause in Contracts