Applicable Margin. Initially, the Applicable Margin shall be the applicable rate per annum, corresponding to Level III set forth in the table below; thereafter, the Applicable Margin shall be in effect for each period commencing on an Adjustment Date through the date immediately preceding the next Adjustment Date (each a “Rate Adjustment Period”) based on a determination of the Senior Debt Rating by ▇▇▇▇▇’▇ and S&P. The Senior Debt Rating shall be determined as of the last day of the preceding Rate Adjustment Period. The Applicable Margin shall be the applicable rate per annum corresponding to the higher of the Levels set forth in the table below (with Level I being the highest level and Level V being the lowest level) corresponding to the Senior Debt Rating. In the event that the Senior Debt Ratings assigned by ▇▇▇▇▇’▇ and S&P are not equivalent, the following criteria shall determine which Level shall be applicable: (a) if the Senior Debt Ratings are one Level apart, the Level applicable to the Senior Debt Rating shall be the higher of the two Levels and (b) if the Senior Debt Ratings are more than one Level apart, the Level applicable to the Senior Debt Rating shall be one Level below the higher of the two Levels. If the Borrower has only one Senior Debt Rating, then the Level applicable to such Senior Debt Rating shall apply. If the Borrower has no Senior Debt Rating, Level V shall apply. For purposes of clarity, the parties hereto acknowledge that (i) the Applicable Margin with respect to Eurocurrency Rate Loans shall be the rate per annum set forth in column C in the table below, (ii) the Applicable Margin with respect to Base Rate Loans shall be the rate per annum set forth in column D in the table below, (iii) the Facility Fee shall be the rate per annum set forth in column E in the table below, and (iv) the Letter of Credit Fee with respect to standby Letters of Credit shall be the rate per annum set forth in column F in the table below. Applicable Pension Legislation. At any time, any pension or retirement benefits legislation (be it national, federal, provincial, territorial or otherwise) to the extent then applicable to the Borrower or any of its Subsidiaries.
Appears in 1 contract
Sources: Credit Agreement (Staples Inc)
Applicable Margin. Initially, the Applicable Margin shall be the applicable rate per annum, corresponding to Level III set forth in the table below; thereafter, the Applicable Margin shall be in effect for each period commencing on an Adjustment Date through the date immediately preceding the next Adjustment Date (each a “Rate Adjustment Period”) based on a determination of the Fixed Charge Coverage Ratio and the Senior Debt Rating by ▇▇▇▇▇’▇ and S&P. The Fixed Charge Coverage Ratio shall be determined as at the end of the fiscal period for which financial statements and a Compliance Certificate have most recently been delivered to the Administrative Agent pursuant to §6.4 hereof and the Senior Debt Rating shall be determined as of the last day of the preceding Rate Adjustment Period. The Applicable Margin shall be the applicable rate per annum annum, corresponding to the higher of the Levels set forth in the table below (with Level I being the highest level and Level V being the lowest level) corresponding to the Fixed Charge Coverage Ratio or the Senior Debt Rating. In the event that the Level derived from the Senior Debt Ratings and the Level derived from the Fixed Charge Coverage Ratio are more than two Levels apart, the applicable Level for the Applicable Margin shall be the Level that is two Levels higher than the lower of the two Levels. In the event that the Senior Debt Ratings assigned by ▇▇▇▇▇’▇ and S&P are not equivalent, the following criteria shall determine which Level shall be applicableapplicable to the Senior Debt Rating: (a) if the Senior Debt Ratings are one Level apart, the Level applicable to the Senior Debt Rating shall be the higher of the two Levels and (b) if the Senior Debt Ratings are more than one Level apart, the Level applicable to the Senior Debt Rating shall be one Level below higher than the higher lower of the two Levels. If the Borrower has only one Senior Debt Rating, then the Level applicable to such Senior Debt Rating shall apply. If the Borrower has no Senior Debt Rating, Level V shall apply. For purposes of clarity, the parties hereto acknowledge that (i) the Applicable Margin with respect to Eurocurrency Rate Loans shall be the rate per annum set forth in column C D in the table below, (ii) the Applicable Margin with respect to Base Rate Loans shall be the rate per annum set forth in column D E in the table below, (iii) the Facility Fee shall be the rate per annum set forth in column E F in the table below, and (iv) the Letter of Credit Fee with respect to standby Letters of Credit shall be the rate per annum set forth in column F G in the table below and (v) the Letter of Credit Fee with respect to documentary Letters of Credit shall be the rate per annum set forth in column H in the table below. Applicable Pension Legislation. At any timeI > 4.00:1 S&P: A ▇▇▇▇▇’▇: A2 or better 0.850 % 0.000 % 0.150 % 0.850 % 0.4250 % II > 2.75:1 and < 4.00:1 S&P: A- ▇▇▇▇▇’▇: A3 or better 1.075 % 0.075 % 0.175 % 1.075 % 0.5375 % III > 2.50:1 and < 2.75:1 S&P: BBB+ ▇▇▇▇▇’▇: Baa1 or better 1.275 % 0.275 % 0.225 % 1.275 % 0.6375 % IV > 2.25:1 and < 2.50:1 S&P: BBB ▇▇▇▇▇’▇: Baa2 or better 1.475 % 0.475 % 0.275 % 1.475 % 0.7375 % V < 2.25:1 S&P: BBB- or lower ▇▇▇▇▇’▇: Baa3 or lower 1.650 % 0.650 % 0.350 % 1.650 % 0.8250 % Notwithstanding the foregoing, any pension or retirement benefits legislation (be it national, federal, provincial, territorial or otherwise) to the extent then applicable to if the Borrower fails to deliver any Compliance Certificate pursuant to §§6.4(a) or any of its Subsidiaries(b) hereof then, for the period commencing on the date such Compliance Certificate was due through the date immediately preceding the Adjustment Date that occurs immediately following the date on which such Compliance Certificate is delivered, the Applicable Margin shall be the Applicable Margin corresponding to Level V above.
Appears in 1 contract
Sources: Credit Agreement (Staples Inc)
Applicable Margin. InitiallyThe Applicable Margin provided for in Section 5.1(a) with respect to any Loan (the "Applicable Margin") shall be based upon the table set forth below and shall be determined and adjusted quarterly on the date (each a "Calculation Date") ten (10) Business Days after the earlier of (i) the date on which Borrower provides or (ii) the date on which the Borrower is required to provide, an Officer's Compliance Certificate for the most recently ended Fiscal Quarter of the Borrower; provided, however, that (A) the initial Applicable Margin shall be the applicable rate per annum, corresponding to based on Pricing Level III set forth in (as shown below) and shall remain at Pricing Level III until the table below; thereafterfirst Calculation Date occurring after the Closing Date and, thereafter the Applicable Margin shall be in effect for each period commencing on an Adjustment Date through the date immediately preceding the next Adjustment Date (each a “Rate Adjustment Period”) based on a determination of the Senior Debt Rating by ▇▇▇▇▇’▇ and S&P. The Senior Debt Rating Pricing Level shall be determined by reference to the Senior Secured Leverage Ratio as of the last day of the most recently ended Fiscal Quarter of the Borrower preceding Rate Adjustment Periodthe applicable Calculation Date, and (B) if the Borrower fails to provide the Officer's Compliance Certificate as required by Section 8.2 for the most recently ended Fiscal Quarter of the Borrower preceding the applicable Calculation Date, the Applicable Margin from such Calculation Date shall be based on Pricing Level I (as shown below) until such time as an appropriate Officer's Compliance Certificate is provided, at which time the Pricing Level shall be determined by reference to the Senior Secured Leverage Ratio as of the last day of the most recently ended 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 shall be effective from one Calculation Date until the applicable rate per annum corresponding to the higher of the Levels set forth next Calculation Date. Any adjustment in the table below (with Level I being the highest level and Level V being the lowest level) corresponding to the Senior Debt Rating. In the event that the Senior Debt Ratings assigned by ▇▇▇▇▇’▇ and S&P are not equivalent, the following criteria shall determine which Level shall be applicable: (a) if the Senior Debt Ratings are one Level apart, the Level applicable to the Senior Debt Rating shall be the higher of the two Levels and (b) if the Senior Debt Ratings are more than one Level apart, the Level applicable to the Senior Debt Rating shall be one Level below the higher of the two Levels. If the Borrower has only one Senior Debt Rating, then the Level applicable to such Senior Debt Rating shall apply. If the Borrower has no Senior Debt Rating, Level V shall apply. For purposes of clarity, the parties hereto acknowledge that (i) the Applicable Margin with respect to Eurocurrency Rate Loans shall be the rate per annum set forth in column C in the table below, (ii) the applicable to all Extensions of Credit then existing or subsequently made or issued. Pricing Grid Senior Secured Level Leverage Ratio Applicable Margin with respect to Base Rate Loans shall be the rate per annum set forth in column D in the table below, (iii) the Facility Fee shall be the rate per annum set forth in column E in the table below, and (iv) the Letter of Credit Fee with respect Margin Applicable LIBOR Rate Margin ------------ ----------------------- --------------------------- ---------------------------- I Greater than or equal 1.00% 2.25% to standby Letters of Credit shall be the rate per annum set forth in column F in the table below. Applicable Pension Legislation. At any time, any pension 1.75 to 1.00 ----------------------------------------------------------------------------------------------- II Greater than or retirement benefits legislation (be it national, federal, provincial, territorial equal 0.75% 2.00% to 1.25 to 1.00 but less than 1.75 to 1.00 ----------------------------------------------------------------------------------------------- III Greater than or otherwise) equal 0.50% 1.75% to the extent then applicable 0.75 to the Borrower or any of its Subsidiaries.1.00 but less than 1.25 to 1.00 ----------------------------------------------------------------------------------------------- IV Less than 0.75 to 1.00 0.00% 1.25% -----------------------------------------------------------------------------------------------
Appears in 1 contract
Sources: Credit Agreement (O Charleys Inc)
Applicable Margin. InitiallyThe Applicable Margin provided for in Section ----------------- 3.1
(a) with respect to any Loan (the "Applicable Margin") shall be based upon the table set forth below and shall be determined and adjusted quarterly on the date (each, a "Calculation Date") ten (10) Business Days after the date by which the Borrower provides an Officer's Compliance Certificate for the most recently ended fiscal quarter of the Borrower; provided, however, that (a) the initial -------- Applicable Margin shall be based on the table set forth below by reference to the Leverage Ratio as of the most recent fiscal quarter end preceding the Closing Date, as reflected in the certificate delivered pursuant to Section 4.2(d)(ii) and shall remain at that Pricing Level until the first Calculation Date occurring after the Closing Date and, thereafter the Pricing Level shall be determined by reference to the Leverage Ratio as of the fiscal quarter end of the Borrower preceding the applicable Calculation Date, and (b) if the Borrower fails to provide an Officer's Compliance Certificate as required by Section 6.2 for the most recently ended fiscal quarter of the Borrower by the latest date permitted by Section 6.2 (a "Deadline Date"), the Applicable Margin from the date ten (10) Business Days after such Deadline Date (which shall also be a Calculation Date) shall be based on Pricing Level I (as shown below) until such time as an appropriate Officer's Compliance Certificate is provided, at which time the Pricing Level shall be determined by reference to the Leverage Ratio as of the fiscal quarter end of the Borrower for which such Officer's Compliance Certificate has been provided and the adjustment thereto made ten (10) Business Days after the delivery thereof. The Applicable Margin shall be effective from one Calculation Date until the next Calculation Date. Notwithstanding the foregoing, if the Officer's Compliance Certificate has not been provided in accordance with Section 6.2, the Applicable Margin shall be effective from the applicable rate per annum, corresponding most recently determined Calculation Date until the date ten (10) Business Days after the date on which the Officer's Compliance Certificate is provided to Level III set forth the Administrative Agent. Any adjustment in the table below; thereafter, the Applicable Margin shall be in effect for each period commencing on an Adjustment Date through the date immediately preceding the next Adjustment Date (each a “Rate Adjustment Period”) based on a determination of the Senior Debt Rating by ▇▇▇▇▇’▇ and S&P. The Senior Debt Rating shall be determined as of the last day of the preceding Rate Adjustment Period. The Applicable Margin shall be the applicable rate per annum corresponding to the higher of the Levels set forth in the table below (with Level I being the highest level and Level V being the lowest level) corresponding to the Senior Debt Rating. In the event that the Senior Debt Ratings assigned by ▇▇▇▇▇’▇ and S&P are not equivalent, the following criteria shall determine which Level shall be applicable: (a) if the Senior Debt Ratings are one Level apart, the Level applicable to the Senior Debt Rating shall be the higher of the two Levels and (b) if the Senior Debt Ratings are more than one Level apart, the Level applicable to the Senior Debt Rating shall be one Level below the higher of the two Levels. If the Borrower has only one Senior Debt Rating, all Loans then the Level applicable to such Senior Debt Rating shall apply. If the Borrower has no Senior Debt Rating, Level V shall apply. For purposes of clarity, the parties hereto acknowledge that (i) the Applicable Margin with respect to Eurocurrency Rate Loans shall be the rate per annum set forth in column C in the table below, (ii) the Applicable Margin with respect to Base Rate Loans shall be the rate per annum set forth in column D in the table below, (iii) the Facility Fee shall be the rate per annum set forth in column E in the table below, and (iv) the Letter of Credit Fee with respect to standby Letters of Credit shall be the rate per annum set forth in column F in the table below. Applicable Pension Legislation. At any time, any pension existing or retirement benefits legislation (be it national, federal, provincial, territorial subsequently made or otherwise) to the extent then applicable to the Borrower or any of its Subsidiariesissued.
Appears in 1 contract
Sources: Credit Agreement (Commonwealth Telephone Enterprises Inc /New/)
Applicable Margin. Initially, the The Applicable Margin provided for in Section 5.1(a) with respect to any Loan (the "Applicable Margin") shall be based upon the applicable rate per annum, corresponding to Level III table set forth in the table below; thereafter, the Applicable Margin below and shall be in effect for each period commencing determined and adjusted quarterly on an Adjustment Date through the date immediately preceding the next Adjustment Date (each a “Rate Adjustment Period”"Calculation Date") ten (10) Business Days after the date by which the Borrower is required to provide an Officer's Compliance Certificate for the most recently ended fiscal quarter of the Borrower; provided that (a) the initial Applicable Margin under the Revolving Credit Facility shall be based on a determination of Pricing Level II (as shown below) and shall remain at Pricing Level II until the Senior Debt Rating by ▇▇▇▇▇’▇ and S&P. The Senior Debt Rating first Calculation Date occurring after the Closing Date and, thereafter the Pricing Level shall be determined by reference to the Leverage Ratio as of the last day of the most recently ended fiscal quarter of the Borrower preceding Rate Adjustment Periodthe applicable Calculation Date, (b) the initial Applicable Margin under the Term Loan Facility shall be based on Pricing Level I (as shown below) and shall remain at Pricing Level I until the first Calculation Date occurring after the Closing Date and, thereafter the Pricing Level shall be determined by reference to the Leverage Ratio as of the last day of the most recently ended fiscal quarter of the Borrower preceding the applicable Calculation Date, and (c) if the Borrower fails to provide the Officer's Compliance Certificate as required by Section 8.2 for the most recently ended fiscal quarter of the Borrower preceding the applicable Calculation Date, the Applicable Margin from such Calculation Date shall be based on Pricing Level I (as shown below) with respect to the Revolving Credit Facility and the Term Loan Facility until such time as an appropriate Officer's Compliance Certificate is provided, at which time the Pricing Level shall be determined by reference to the Leverage Ratio as of the last day of the most recently ended fiscal quarter of the Borrower preceding such Calculation Date. The Except as provided in the preceding sentence, the Applicable Margin shall be effective from one Calculation Date until the applicable rate per annum corresponding to the higher of the Levels set forth next Calculation Date. Any adjustment in the table below (with Level I being the highest level and Level V being the lowest level) corresponding to the Senior Debt Rating. In the event that the Senior Debt Ratings assigned by ▇▇▇▇▇’▇ and S&P are not equivalent, the following criteria shall determine which Level shall be applicable: (a) if the Senior Debt Ratings are one Level apart, the Level applicable to the Senior Debt Rating shall be the higher of the two Levels and (b) if the Senior Debt Ratings are more than one Level apart, the Level applicable to the Senior Debt Rating shall be one Level below the higher of the two Levels. If the Borrower has only one Senior Debt Rating, then the Level applicable to such Senior Debt Rating shall apply. If the Borrower has no Senior Debt Rating, Level V shall apply. For purposes of clarity, the parties hereto acknowledge that (i) the Applicable Margin with respect to Eurocurrency Rate Loans shall be the rate per annum set forth in column C in the table below, (ii) the Applicable Margin with respect applicable to Base Rate Loans shall be the rate per annum set forth in column D in the table below, (iii) the Facility Fee shall be the rate per annum set forth in column E in the table below, and (iv) the Letter all Extensions of Credit Fee with respect then existing or subsequently made or issued. Revolving Credit Facility -------------------------------------------------------------------------------- Pricing Leverage Ratio Applicable Applicable Base Level LIBOR Rate Margin Margin -------------------------------------------------------------------------------- I Greater than or equal to standby Letters of Credit shall be the rate per annum set forth in column F in the table below. 2.50% 1.25% 1.75 to 1.00 -------------------------------------------------------------------------------- II Greater than or equal to 2.25% 1.00% 1.00 to 1.00 but less than 1.75 to 1.00 -------------------------------------------------------------------------------- III Less than 1.00 to 1.00 2.00% 0.75% -------------------------------------------------------------------------------- Term Loan Facility -------------------------------------------------------------------------------- Pricing Leverage Ratio Applicable Pension Legislation. At any time, any pension Applicable Base Level LIBOR Rate Margin Margin -------------------------------------------------------------------------------- I Greater than or retirement benefits legislation (be it national, federal, provincial, territorial or otherwise) equal to the extent then applicable 2.75% 1.50% 1.25 to the Borrower or any of its Subsidiaries.1.00 -------------------------------------------------------------------------------- II Less than 1.25 to 1.00 2.50% 1.25% --------------------------------------------------------------------------------
Appears in 1 contract
Applicable Margin. InitiallyThe Applicable Margin provided for in Section 5.1(a) with respect to any Loan and in Section 2.5(d) with respect to any Acceptance Fee applicable to any Canadian BA Borrowing (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 Domestic Borrower, on behalf of itself and the Canadian Borrower, is required to provide an Officer's Compliance Certificate for the most recently ended fiscal quarter of the Domestic Borrower; provided, however, that (a) the initial Applicable Margin shall be the applicable rate per annum, corresponding to based on Pricing Level III set forth in (as shown below) and shall remain at Pricing Level III until the table below; thereafterfirst Calculation Date occurring after the fiscal quarter ending June 30, 2002 and, thereafter the Applicable Margin shall be in effect for each period commencing on an Adjustment Date through the date immediately preceding the next Adjustment Date (each a “Rate Adjustment Period”) based on a determination of the Senior Debt Rating by ▇▇▇▇▇’▇ and S&P. The Senior Debt Rating Pricing Level shall be determined by reference to the Leverage Ratio as of the last day of the most recently ended fiscal quarter of the Domestic Borrower preceding Rate Adjustment Periodthe applicable Calculation Date, and (b) if the Domestic Borrower, on behalf of itself and the Canadian Borrower, fails to provide the Officer's Compliance Certificate as required by Section 8.2 for the most recently ended fiscal quarter of the Domestic Borrower preceding the applicable Calculation Date, the Applicable Margin from such Calculation Date shall be based on Pricing Level I (as shown below) until such time as an appropriate Officer's Compliance Certificate is provided, at which time the Pricing Level shall be determined by reference to the Leverage Ratio as of the last day of the most recently ended fiscal quarter of the Domestic Borrower preceding such Calculation Date. The Applicable Margin shall be effective from one Calculation Date until the applicable rate per annum corresponding to the higher of the Levels set forth next Calculation Date. Any adjustment in the table below (with Level I being the highest level and Level V being the lowest level) corresponding to the Senior Debt Rating. In the event that the Senior Debt Ratings assigned by ▇▇▇▇▇’▇ and S&P are not equivalent, the following criteria shall determine which Level shall be applicable: (a) if the Senior Debt Ratings are one Level apart, the Level applicable to the Senior Debt Rating shall be the higher of the two Levels and (b) if the Senior Debt Ratings are more than one Level apart, the Level applicable to the Senior Debt Rating shall be one Level below the higher of the two Levels. If the Borrower has only one Senior Debt Rating, then the Level applicable to such Senior Debt Rating shall apply. If the Borrower has no Senior Debt Rating, Level V shall apply. For purposes of clarity, the parties hereto acknowledge that (i) the Applicable Margin with respect to Eurocurrency Rate Loans shall be the rate per annum set forth in column C in the table below, (ii) the applicable to all Extensions of Credit then existing or subsequently made or issued. --------------------------------- Applicable Margin with respect to ----------------------------------------------------------------------------------------------------------------- Pricing Level Leverage Ratio LIBOR Rate Base Rate Loans shall be the rate per annum set forth in column D in the table below, (iii) the Facility and and Canadian Base Acceptance Rate Fee shall be the rate per annum set forth in column E in the table below, and (iv) the Letter of Credit Fee with respect ================================================================================================================= I Greater than or equal to standby Letters of Credit shall be the rate per annum set forth in column F in the table below. Applicable Pension Legislation. At any time, any pension 2.75 to 1.00 1.750 0.500 ----------------------------------------------------------------------------------------------------------------- II Greater than or retirement benefits legislation (be it national, federal, provincial, territorial equal to 2.25 to 1.00 but less than 2.75 to 1.00 1.500 0.250 ----------------------------------------------------------------------------------------------------------------- III Greater than or otherwise) equal to the extent then applicable 1.75 to the Borrower or any of its Subsidiaries.1.00 but less than 2.25 to 1.00 1.250 0.000 ----------------------------------------------------------------------------------------------------------------- IV Less than 1.75 to 1.00 1.000 0.000 -----------------------------------------------------------------------------------------------------------------
Appears in 1 contract
Sources: Credit Agreement (G&k Services Inc)
Applicable Margin. Initially, the Applicable Margin shall be the applicable rate per annum, corresponding to Level III set forth in the table below; thereafter, the The Applicable Margin shall be in effect for each period commencing on an Adjustment Date through the date immediately preceding the next Adjustment Date (each a “Rate Adjustment Period”"RATE ADJUSTMENT PERIOD") based on a determination of the Fixed Charge Coverage Ratio and the Senior Debt Rating by ▇▇▇▇▇’▇ Rating. The Fixed Charge Coverage Ratio shall be determined as at the end of the fiscal period for which financial statements and S&P. The a Compliance Certificate have most recently been delivered to the Agent pursuant to Section 6.4 and the Senior Debt Rating shall be determined as of the last day of the preceding Rate Adjustment Period. The Applicable Margin shall be the applicable rate per annum PER ANNUM, corresponding to the higher lower of the Levels set forth in the table below (with Level I being the highest lowest level and Level V VI being the lowest highest level) corresponding to the Fixed Charge Coverage Ratio or the Senior Debt Rating, PROVIDED THAT if the Fixed Charge Coverage Ratio and Senior Debt Rating are more than one Level apart, the Applicable Margin shall be one Level below the higher of the two applicable Levels. In the event that the Senior Debt Ratings assigned by ▇▇▇▇▇’'▇ and S&P are not equivalent, the following criteria shall determine which Level shall be applicableapplicable to the Senior Debt Rating: (a) if the Senior Debt Ratings are one Level apart, the Level applicable to the Senior Debt Rating shall be the higher lower of the two Levels and (b) if the Senior Debt Ratings are more than one Level apart, the Level applicable to the Senior Debt Rating shall be one Level below the higher of the two Levels. If the Borrower has only one Senior Debt Rating, then the Level applicable to such Senior Debt Rating shall apply. If the Borrower has no Senior Debt Rating, Level V shall apply. For purposes of clarity, the parties hereto acknowledge that (i) the Applicable Margin with respect to Eurocurrency Rate Loans shall be the rate per annum set forth in column C in the table below, (ii) the Applicable Margin with respect to Base Eurodollar Rate Loans shall be the rate per annum set forth in column D in the table below, (iiiii) the Facility Fee shall be the rate per annum set forth in column E in the table below, below and (iviii) the Letter of Credit Utilization Fee with respect to standby Letters of Credit shall be the rate per annum set forth in column F. ------------- ------------------- ------------------------ ---------------- ----------------- -------------------- A B C D E F ------------- ------------------- ------------------------ ---------------- ----------------- -------------------- LEVEL FIXED CHARGE SENIOR DEBT RATING EURODOLLAR FACILITY FEE UTILIZATION FEE COVERAGE RATIO RATE LOANS ------------- ------------------- ------------------------ ---------------- ----------------- -------------------- I greater than or equal to 2.75:1 S&P: A- 0.350% 0.100% 0.050% ▇▇▇▇▇'▇: A3 or better ------------- ------------------- ------------------------ ---------------- ----------------- -------------------- II greater than or equal to 2.50:1 S&P: BBB+ 0.525% 0.125% 0.100% and ▇▇▇▇▇'▇: Baa1 or better less than 2.75:1 ------------- ------------------- ------------------------ ---------------- ----------------- -------------------- III greater than or equal to 2.25:1 S&P: BBB 0.650% 0.150% 0.075% and ▇▇▇▇▇'▇: Baa2 or better less than 2.50:1 ------------- ------------------- ------------------------ ---------------- ----------------- -------------------- IV greater than or equal to 2.00:1 S&P: BBB- 0.800% 0.200% 0.125% and ▇▇▇▇▇'▇: Baa3 or better less than 2.25:1 ------------- ------------------- ------------------------ ---------------- ----------------- -------------------- V greater than or equal to 1.75:1 S&P: BB+ 0.950% 0.300% 0.250% and ▇▇▇▇▇'▇: Ba1 or better less than 2.00:1 ------------- ------------------- ------------------------ ---------------- ----------------- -------------------- VI less than 1.75:1 lower than 1.100% 0.350% 0.300% S&P: BB+ ▇▇▇▇▇'▇: Ba1 or unrated ------------- ------------------- ------------------------ ---------------- ----------------- -------------------- Notwithstanding the foregoing, (A) for the period commencing on the Closing Date through the date immediately preceding the first Adjustment Date to occur after the date which is six months from the Closing Date, the Applicable Margin shall be that corresponding to Level III in the table belowabove, and (B) if the Borrower fails to deliver any Compliance Certificate pursuant to Section 6.4(c) hereof then, for the period commencing on the date such Compliance Certificate was due through the date immediately preceding the Adjustment Date that occurs immediately following the date on which such Compliance Certificate is delivered, the Applicable Margin shall be the Applicable Margin corresponding to Level VI above. Applicable Pension LegislationAPPLICABLE PENSION LEGISLATION. At any time, any pension or retirement benefits legislation (be it national, federal, provincial, territorial or otherwise) to the extent then applicable to the Borrower or any of its Subsidiaries.
Appears in 1 contract
Applicable Margin. Initially, the Applicable Margin shall be the applicable rate per annum, corresponding to Level III set forth in the table below; thereafter, the The Applicable Margin shall be in effect for each period commencing on an Adjustment Date through the date immediately preceding the next Adjustment Date (each a “Rate Adjustment Period”"RATE ADJUSTMENT PERIOD") based on a determination of the Fixed Charge Coverage Ratio and the Senior Debt Rating by ▇▇▇▇▇’▇ Rating. The Fixed Charge Coverage Ratio shall be determined as at the end of the fiscal period for which financial statements and S&P. The a Compliance Certificate have most recently been delivered to the Agent pursuant to Section 5.4 and the Senior Debt Rating shall be determined as of the last day of the preceding Rate Adjustment Period. The Applicable Margin shall be the applicable rate per annum PER ANNUM, expressed in Basis Points, corresponding to the higher lower of the Levels set forth in the table below (with Level I being the highest lowest level and Level V VI being the lowest highest level) corresponding to the Fixed Charge Coverage Ratio or the Senior Debt Rating, PROVIDED THAT if the Fixed Charge Coverage Ratio and Senior Debt Rating are more than one Level apart, the Applicable Margin shall be one Level below the higher of the two applicable Levels. In the event that the Senior Debt Ratings assigned by ▇▇▇▇▇’'▇ and S&P are not equivalent, the following criteria shall determine which Level shall be applicableapplicable to the Senior Debt Rating: (ai) if the Senior Debt Ratings are one Level apart, the Level applicable to the Senior Debt Rating shall be the higher lower of the two Levels and (bii) if the Senior Debt Ratings are more than one Level apart, the Level applicable to the Senior Debt Rating shall be one Level below the higher of the two Levels. If the Borrower has only one Senior Debt Rating, then the Level applicable to such Senior Debt Rating shall apply. If the Borrower has no Senior Debt Rating, Level V shall apply. For purposes of clarity, the parties hereto acknowledge that (i) the Applicable Margin with respect to Eurocurrency Rate Loans shall be the rate per annum set forth in column C in the table below, (iii) the Applicable Margin with respect to Base Eurodollar Rate Loans shall be the rate per annum set forth in column D in the table below, below and (iiiii) the Facility Fee shall be the rate per annum set forth in column E in the table below, and . ------------ ------------------------ ------------------- ------------------------ ----------------------- A B C D E ------------ ------------------------ ------------------- ------------------------ ----------------------- LEVEL FIXED CHARGE SENIOR DEBT EURODOLLAR RATE FACILITY FEE COVERAGE RATIO RATING LOANS ------------ ------------------------ ------------------- ------------------------ ----------------------- I (ivgreater than 2.50:1 S&P: ▇- ▇▇.▇ 7.0 or equal to) the Letter of Credit Fee with respect to standby Letters of Credit shall be the rate per annum set forth in column F in the table below. Applicable Pension Legislation. At any time, any pension ▇▇▇▇▇'▇: A3 or retirement benefits legislation better ------------ ------------------------ ------------------- ------------------------ ----------------------- II (be it national, federal, provincial, territorial greater than 2.25:1 S&P: BBB+ 41.0 9.0 or otherwiseequal to) to the extent then applicable to the Borrower ▇▇▇▇▇'▇: Baa1 or any of its Subsidiaries.better ------------ ------------------------ ------------------- ------------------------ ----------------------- III (greater than 2.00:1 S&P: BBB 52.0 10.5 or equal to) ▇▇▇▇▇'▇: Baa2 or better ------------ ------------------------ ------------------- ------------------------ ----------------------- IV (greater than 1.85:1 S&P: BBB- 67.0 13.0 or equal to) ▇▇▇▇▇'▇: Baa3 or better ------------ ------------------------ ------------------- ------------------------ ----------------------- V (greater than 1.75:1 S&P: BB+ 77.5 18.5 or equal to) ▇▇▇▇▇'▇: Ba1 or better ------------ ------------------------ ------------------- ------------------------ ----------------------- VI (less than) 1.75:1 lower than 77.5 22.5 S&P: BB+ ▇▇▇▇▇'▇: Ba1 or unrated ------------ ------------------------ ------------------- ------------------------ -----------------------
Appears in 1 contract
Applicable Margin. Initially, the The Applicable Margin provided for in Section 3.1(a) with respect to any Revolving Credit Loan (the “Applicable Margin”) shall be based upon the applicable rate per annumtable set forth below and determined by reference to the most recently announced senior unsecured long-term, non-credit enhanced debt rating (“Debt Rating”) of the Company as determined by Standard & Poor’s and ▇▇▇▇▇’▇ as set forth below. In the event that both ▇▇▇▇▇’▇ and Standard & Poor’s shall not have in effect a Debt Rating (other than by reason of the circumstances referred to in the last sentence of this paragraph), then such Debt Rating shall be deemed to be at Pricing Level V. In the event that either of ▇▇▇▇▇’▇ or Standard & Poor’s shall not have in effect a Debt Rating (other than by reason of the circumstances referred to in the last sentence of this paragraph), then such Debt Rating shall be deemed to be at the Pricing Level corresponding to Level III set forth in the table below; thereafter, the Applicable Margin shall be in effect for each period commencing on an Adjustment Date through the date immediately preceding the next Adjustment Date (each a “Rate Adjustment Period”) based on a determination of the Senior Debt Rating by ▇▇▇▇▇’▇ and S&P. The Senior or Standard & Poor’s (whichever does have a Debt Rating shall be determined in effect as of the last day of the preceding Rate Adjustment Period. The Applicable Margin shall be the applicable rate per annum corresponding to the higher of the Levels set forth such date) that is in the table below (with Level I being the highest level and Level V being the lowest level) corresponding to the Senior Debt Ratingeffect on such date. In the event that the Senior corresponding Debt Ratings assigned publicly announced by Standard & Poor’s and ▇▇▇▇▇’▇ listed above differ by (i) one level, the Applicable Margin shall be based upon the Pricing Level which corresponds to the Debt Rating which is the higher of such announced Debt Ratings, and (ii) two or more levels, the Applicable Margin shall be based upon the Pricing Level which corresponds to the Debt Rating which is one rating below the higher of such announced Debt Ratings. Any change in the Applicable Margin shall be effective on the date upon which a change in the Company’s applicable Debt Rating is announced or is made publicly available. In all cases, the Company shall notify the Administrative Agent of any change in the applicable Debt Rating within five (5) Business Days of the date upon which such change is announced or publicly made available. If the rating system of ▇▇▇▇▇’▇ and S&P are not equivalentStandard & Poor’s shall change, or if both of such rating agencies shall cease to be in the business of rating corporate debt obligations, the following criteria Company and the Lenders shall determine which Level shall be applicable: (a) if negotiate in good faith to amend this definition to reflect such changed rating system or the Senior Debt Ratings are one Level apartunavailability of ratings from such rating agencies and, pending the Level applicable to the Senior Debt Rating shall be the higher effectiveness of the two Levels and (b) if the Senior Debt Ratings are more than one Level apartany such amendment, the Level applicable to the Senior Debt Rating shall be one Level below the higher of the two Levels. If the Borrower has only one Senior Debt Rating, then the Level applicable to such Senior Debt Rating shall apply. If the Borrower has no Senior Debt Rating, Level V shall apply. For purposes of clarity, the parties hereto acknowledge that (i) the Applicable Margin with respect to Eurocurrency Rate Loans shall be the rate per annum set forth in column C in the table below, (ii) the Applicable Margin with respect to Base Rate Loans shall be the rate per annum set forth in column D in the table below, (iii) the Facility Fee shall be the rate per annum set forth in column E in the table below, and (iv) the Letter of Credit Fee with respect to standby Letters of Credit shall be the rate per annum set forth in column F in the table below. Applicable Pension Legislation. At any time, any pension or retirement benefits legislation (be it national, federal, provincial, territorial or otherwise) determined by reference to the extent then applicable Debt Rating most recently in effect prior to the Borrower such change or any of its Subsidiariescessation.
Appears in 1 contract
Sources: Credit Agreement (Grainger W W Inc)
Applicable Margin. Initially, the Applicable Margin shall be the applicable rate per annum, corresponding to Level III set forth in the table below; thereafter, the The Applicable Margin shall be in effect for each period commencing on an Adjustment Date through the date immediately preceding the next Adjustment Date (each a “Rate Adjustment Period”) based on a determination of the Senior Debt Rating by ▇▇▇▇▇’▇ and S&P. Rating. The Senior Debt Rating shall be determined as of the last day of the preceding Rate Adjustment Period. The Applicable Margin shall be the applicable rate per annum annum, corresponding to the higher lower of the Levels set forth in the table below (with Level I being the highest lowest level and Level V IV being the lowest highest level) corresponding to the Senior Debt Rating. In the event that the Senior Debt Ratings assigned by ▇▇▇▇▇’▇ and S&P are not equivalent, the following criteria shall determine which Level shall be applicableapplicable to the Senior Debt Rating: (a) if the Senior Debt Ratings are one Level apart, the Level applicable to the Senior Debt Rating shall be the higher lower of the two Levels and (b) if the Senior Debt Ratings are more than one Level apart, the Level applicable to the Senior Debt Rating shall be one Level below above (i.e., towards Level IV) the higher lower of the two Levels. If the Borrower has only one Senior Debt Rating, then the Level applicable to such Senior Debt Rating shall apply. If the Borrower has no Senior Debt Rating, Level V shall apply. For purposes of clarity, the parties hereto acknowledge that (i) the Applicable Margin with respect to Eurocurrency Base Rate Loans shall be the rate per annum set forth in column C in the table below, below (as such Applicable Margin shall be adjusted pursuant to the last paragraph of this definition) and (ii) the Applicable Margin with respect to Base Eurocurrency Rate Loans shall be the rate per annum set forth in column D in the table belowbelow (as such Applicable Margin shall be adjusted pursuant to the last paragraph of this definition). I S&P: BBB+ or better ▇▇▇▇▇’▇: Baa1 or better 0.25 % 1.25 % II S&P: BBB ▇▇▇▇▇’▇: Baa2 0.50 % 1.50 % III S&P: BBB-▇▇▇▇▇’▇: Baa3 0.75 % 1.75 % IV S&P: Lower than BBB-▇▇▇▇▇’▇: Lower than Baa3 1.50 % 2.50 % Notwithstanding the foregoing, if the Borrower fails to deliver any Compliance Certificate pursuant to §§5.4(a) or (iiib) hereof then, for the Facility Fee period commencing on the date such Compliance Certificate was due through the date immediately preceding the Adjustment Date that occurs immediately following the date on which such Compliance Certificate is delivered, the Applicable Margin shall be the rate per annum set forth in column E in the table below, and (iv) the Letter of Credit Fee with respect Applicable Margin corresponding to standby Letters of Credit shall be the rate per annum set forth in column F in the table below. Applicable Pension Legislation. At any time, any pension or retirement benefits legislation (be it national, federal, provincial, territorial or otherwise) to the extent then applicable to the Borrower or any of its SubsidiariesLevel IV above.
Appears in 1 contract
Sources: Credit Agreement (Staples Inc)
Applicable Margin. Initially, the Applicable Margin shall be the applicable rate per annum, corresponding to Level III set forth in the table below; thereafter, the The Applicable Margin shall be in effect for each period commencing on an Adjustment Date through the date immediately preceding the next Adjustment Date (each a “"Rate Adjustment Period”") based on a determination of the Fixed Charge Coverage Ratio and the Senior Debt Rating by ▇▇▇▇▇’▇ Rating. The Fixed Charge Coverage Ratio shall be determined as at the end of the fiscal period for which financial statements and S&P. The a Compliance Certificate have most recently been delivered to the Agent pursuant to ss.6.4 and the Senior Debt Rating shall be determined as of the last day of the preceding Rate Adjustment Period. The Applicable Margin shall be the applicable rate per annum PER ANNUM, expressed in Basis Points, corresponding to the higher lower of the Levels set forth in the table below (with Level I being the highest lowest level and Level V VI being the lowest highest level) corresponding to the Fixed Charge Coverage Ratio or the Senior Debt Rating, PROVIDED THAT if the Fixed Charge Coverage Ratio and Senior Debt Rating are more than one Level apart, the Applicable Margin shall be one Level below the higher of the two applicable Levels. In the event that the Senior Debt Ratings assigned by Mood▇'▇ ▇▇▇▇▇’▇ and S&P are not equivalent, the following criteria shall determine which Level shall be applicableapplicable to the Senior Debt Rating: (ai) if the Senior Debt Ratings are one Level apart, the Level applicable to the Senior Debt Rating shall be the higher lower of the two Levels and (bii) if the Senior Debt Ratings are more than one Level apart, the Level applicable to the Senior Debt Rating shall be one Level below the higher of the two Levels. If the Borrower has only one Senior Debt Rating, then the Level applicable to such Senior Debt Rating shall apply. If the Borrower has no Senior Debt Rating, Level V shall apply. For purposes of clarity, the parties hereto acknowledge that (i) the Applicable Margin with respect to Eurocurrency (i) Eurodollar Rate Loans shall be the rate per annum set forth in column C in the table below, (ii) the Applicable Margin with respect to Base Rate Loans and Letter of Credit Fees shall be the rate per annum set forth in column D in the table below, below and (iiiii) the Facility Fee shall be the rate per annum set forth in column E in the table below. ======================================================================================================== A B C D E ======================================================================================================== LEVEL FIXED CHARGE SENIOR DEBT EURODOLLAR RATE FACILITY FEE COVERAGE RATIO RATING LOANS AND LETTER OF CREDIT FEES 1/ -------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------- I [GREATER 2.50:1 S&P: A- 15.0 7.0 THAN OR Mood▇'▇: ▇▇ or EQUAL TO] better -------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------- ---------- _______1/ As provided in ss.3.5, and (iv) the Letter of Credit Fee Fees with respect to standby documentary Letters of Credit shall be calculated at one-half (1/2) the rate per annum Applicable Margin set forth in column F in the table below. Applicable Pension Legislation. At any time, any pension or retirement benefits legislation (be it national, federal, provincial, territorial or otherwise) to the extent then applicable to the Borrower or any of its Subsidiaries.
Appears in 1 contract
Applicable Margin. InitiallyThe Applicable Margin provided for in Section 5.1(a) ----------------- with respect to the Loans (the "Applicable Margin") shall (i) for the period commencing on the Closing Date and ending on the date that is six (6) months from the Closing Date (the "Initial Adjustment Date"), equal the percentages set forth as follows: Revolving Credit and Term A Loan Facilities Term B Loan Facility Applicable Margin Per Annum Applicable Margin Per Annum Base Rate + LIBOR Rate + Base Rate + LIBOR Rate + --------------------------- --------------------------- 2.25% 3.25% 2.75% 3.75% and (ii) commencing on the Initial Adjustment Date and for each fiscal quarter thereafter, shall be based upon the Leverage Ratio as set forth in the table below and shall be determined and adjusted on the Initial Adjustment Date and thereafter, quarterly on the date (each a "Calculation Date") ten (10) Business Days after the date by which the Borrowers are required to provide an Officer's Compliance Certificate for the most recently ended fiscal quarter of the Borrowers and their Subsidiaries; provided, that with respect to the period -------- commencing on the Initial Adjustment Date and ending on the next Calculation Date to occur after the Initial Adjustment Date, the calculation of the Applicable Margin shall be based on the most recent Officer's Compliance Certificate received by the Administrative Agent and Lenders prior to the Initial Adjustment Date. Notwithstanding the foregoing, if the Borrowers fail to provide the Officer's Compliance Certificate as required by Section 8.2 for the most recently ended fiscal quarter of the Borrowers and their Subsidiaries preceding the applicable rate per annum, corresponding to Level III set forth in the table below; thereafterCalculation Date, the Applicable Margin from such Calculation Date shall be in effect for each period commencing on an Adjustment Date through the date immediately preceding the next Adjustment Date (each a “Rate Adjustment Period”) based on a determination of Pricing Level 1 (as shown below) until such time as an appropriate Officer's Compliance Certificate is provided, at which time the Senior Debt Rating by ▇▇▇▇▇’▇ and S&P. The Senior Debt Rating Pricing Level shall be determined by reference to the Leverage Ratio as of the last day of the most recently ended fiscal quarter of the Borrowers preceding Rate Adjustment Periodsuch Calculation Date. The Applicable Margin shall be effective from one Calculation Date until the applicable rate per annum corresponding to the higher of the Levels set forth next Calculation Date. Any adjustment in the table below (with Level I being the highest level and Level V being the lowest level) corresponding to the Senior Debt Rating. In the event that the Senior Debt Ratings assigned by ▇▇▇▇▇’▇ and S&P are not equivalent, the following criteria shall determine which Level shall be applicable: (a) if the Senior Debt Ratings are one Level apart, the Level applicable to the Senior Debt Rating shall be the higher of the two Levels and (b) if the Senior Debt Ratings are more than one Level apart, the Level applicable to the Senior Debt Rating shall be one Level below the higher of the two Levels. If the Borrower has only one Senior Debt Rating, then the Level applicable to such Senior Debt Rating shall apply. If the Borrower has no Senior Debt Rating, Level V shall apply. For purposes of clarity, the parties hereto acknowledge that (i) the Applicable Margin with respect to Eurocurrency Rate Loans shall be the rate per annum set forth in column C in the table below, (ii) the applicable to all Extensions of Credit then existing or subsequently made or issued. Revolving Credit and Term A Loan Facilities Term B Loan Facility Applicable Margin with respect to Per Annum Applicable Margin Per Annum Level Leverage Ratio Base Rate Loans shall be the rate per annum set forth in column D in the table below, (iii) the Facility Fee shall be the rate per annum set forth in column E in the table below, and (iv) the Letter of Credit Fee with respect + LIBOR Rate + Base Rate + LIBOR Rate + ----- -------------- --------------------------- --------------------------- 1 Greater than or equal to standby Letters of Credit shall be the rate per annum set forth in column F in the table below3.00 to 1.0. Applicable Pension Legislation2.50% 3.50% 3.00% 4.00% 2 Less than 3.00 to 1.0 but greater than or equal to 2.50 to 1.0. At any time, any pension or retirement benefits legislation (be it national, federal, provincial, territorial or otherwise) to the extent then applicable to the Borrower or any of its Subsidiaries.2.25% 3.25% 2.75% 3.75%
Appears in 1 contract
Sources: Credit Agreement (GTS Duratek Inc)
Applicable Margin. Initially, The applicable margin per annum provided for in Section 5.1(a) with respect to any Loan (the "Applicable Margin") shall be based upon the table set forth below by reference to the Total Leverage Ratio and adjusted quarterly on the date (each a "Calculation Date") ten (10) Business Days after the date by which the Borrower is required to provide an Officer's Compliance Certificate for the most recently ended fiscal quarter of the Borrower; provided that (a) the initial Applicable Margin shall be the applicable rate per annum, corresponding to based on Pricing Level III I (as set forth in below) and shall remain at Pricing Level I (as set forth below) until the table below; thereafterCalculation Date with respect to the fiscal quarter ending June 30, the Applicable Margin shall be in effect for each period commencing on an Adjustment Date through the date immediately preceding the next Adjustment Date (each a “Rate Adjustment Period”) based on a determination of the Senior Debt Rating by ▇▇▇▇▇’▇ 2002 and S&P. The Senior Debt Rating thereafter 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 Rate Adjustment Periodthe applicable Calculation Date and (b) if the Borrower fails to provide the Officer's Compliance Certificate as required by Section 8.2 for the most recently ended fiscal quarter of the Borrower preceding the applicable Calculation Date, the Applicable Margin from such Calculation Date shall be based on Pricing Level I (as shown below) until such time as an appropriate Officer's Compliance Certificate is provided, at which time the Pricing Level shall be determined by reference to the 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 shall be effective from one Calculation Date until the applicable rate per annum corresponding to the higher of the Levels set forth next Calculation Date. Any adjustment in the table below (with Level I being the highest level and Level V being the lowest level) corresponding to the Senior Debt Rating. In the event that the Senior Debt Ratings assigned by ▇▇▇▇▇’▇ and S&P are not equivalent, the following criteria shall determine which Level shall be applicable: (a) if the Senior Debt Ratings are one Level apart, the Level applicable to the Senior Debt Rating shall be the higher of the two Levels and (b) if the Senior Debt Ratings are more than one Level apart, the Level applicable to the Senior Debt Rating shall be one Level below the higher of the two Levels. If the Borrower has only one Senior Debt Rating, then the Level applicable to such Senior Debt Rating shall apply. If the Borrower has no Senior Debt Rating, Level V shall apply. For purposes of clarity, the parties hereto acknowledge that (i) the Applicable Margin with respect to Eurocurrency Rate Loans shall be the rate per annum set forth in column C in the table below, (ii) the Applicable Margin with respect to Base Rate Loans shall be the rate per annum set forth in column D in the table below, (iii) the Facility Fee shall be the rate per annum set forth in column E in the table below, and (iv) the Letter of Credit Fee with respect to standby Letters of Credit shall be the rate per annum set forth in column F in the table below. Applicable Pension Legislation. At any time, any pension or retirement benefits legislation (be it national, federal, provincial, territorial or otherwise) to the extent then applicable to the Borrower all Advances then existing or any of its Subsidiaries.subsequently made or issued. ------------------------------------------------------------------------------------------------------------------ LIBOR FOR BASE RATE FOR BASE RATE FOR TOTAL REVOLVING REVOLVING LIBOR FOR TERM LOAN PRICING LEVEL LEVERAGE RATIO CREDIT FACILITY CREDIT FACILITY TERM LOAN FACILITY FACILITY ------------- -------------- --------------- --------------- ------------------ -------- ------------------------------------------------------------------------------------------------------------------ Level I Greater than 3.0 2.75% 1.50% 3.25% 2.00% to 1.0 ------------------------------------------------------------------------------------------------------------------ Level II Less than or 2.50% 1.25% 3.00% 1.75% equal to 3.0 to 1.0, but greater than 2.5 to 1.0 ------------------------------------------------------------------------------------------------------------------ Level III Less than or 2.25% 1.00% 2.75% 1.50% equal to 2.5 to 1.0 ------------------------------------------------------------------------------------------------------------------
Appears in 1 contract
Sources: Credit Agreement (Veridian Corp)
Applicable Margin. Initially, the Applicable Margin shall be the applicable rate per annum, corresponding to Level III set forth in the table below; thereafter, the Applicable Margin shall be in effect for each period commencing on an Adjustment Date through the date immediately preceding the next Adjustment Date (each a “Rate Adjustment Period”) based on a determination of the Fixed Charge Coverage Ratio and the Senior Debt Rating by ▇▇▇▇▇’▇ and S&P. The Fixed Charge Coverage Ratio shall be determined as at the end of the fiscal period for which financial statements and a Compliance Certificate have most recently been delivered to the Administrative Agent pursuant to §6.4 hereof and the Senior Debt Rating shall be determined as of the last day of the preceding Rate Adjustment Period. The Applicable Margin shall be the applicable rate per annum annum, corresponding to the higher of the Levels set forth in the table below (with Level I being the highest level and Level V being the lowest level) corresponding to the Fixed Charge Coverage Ratio or the Senior Debt Rating. In the event that the Level derived from the Senior Debt Ratings and the Level derived from the Fixed Charge Coverage Ratio are more than two Levels apart, the applicable Level for the Applicable Margin shall be the Level that is two Levels higher than the lower of the two Levels. In the event that the Senior Debt Ratings assigned by ▇▇▇▇▇’▇ and S&P are not equivalent, the following criteria shall determine which Level shall be applicableapplicable to the Senior Debt Rating: (a) if the Senior Debt Ratings are one Level apart, the Level applicable to the Senior Debt Rating shall be the higher of the two Levels and (b) if the Senior Debt Ratings are more than one Level apart, the Level applicable to the Senior Debt Rating shall be one Level below higher than the higher lower of the two Levels. If the Borrower has only one Senior Debt Rating, then the Level applicable to such Senior Debt Rating shall apply. If the Borrower has no Senior Debt Rating, Level V shall apply. For purposes of clarity, the parties hereto acknowledge that (i) the Applicable Margin with respect to Eurocurrency Rate Loans shall be the rate per annum set forth in column C D in the table below, (ii) the Applicable Margin with respect to Base Rate Loans shall be the rate per annum set forth in column D E in the table below, (iii) the Facility Fee shall be the rate per annum set forth in column E F in the table below, and (iv) the Letter of Credit Fee with respect to standby Letters of Credit shall be the rate per annum set forth in column F G in the table below and (v) the Letter of Credit Fee with respect to documentary Letters of Credit shall be the rate per annum set forth in column H in the table below. Applicable Pension Legislation. At any time47438543.7 I > 4.00:1 S&P: A ▇▇▇▇▇’▇: A2 or better 0.795% 0.000% 0.080% 0.795% 0.3975% II > 2.75:1 and < 4.00:1 S&P: A- ▇▇▇▇▇’▇: A3 or better 0.90% 0.000% 0.100% 0.900% 0.4500% III > 2.50:1 and < 2.75:1 S&P: BBB+ ▇▇▇▇▇’▇: Baa1 or better 1.125% 0.125% 0.125% 1.125% 0.5625% Notwithstanding the foregoing, any pension or retirement benefits legislation (be it national, federal, provincial, territorial or otherwise) to the extent then applicable to if the Borrower fails to deliver any Compliance Certificate pursuant to §§6.4(a) or any of its Subsidiaries(b) hereof then, for the period commencing on the date such Compliance Certificate was due through the date immediately preceding the Adjustment Date that occurs immediately following the date on which such Compliance Certificate is delivered, the Applicable Margin shall be the Applicable Margin corresponding to Level V above.
Appears in 1 contract
Sources: Credit Agreement (Staples Inc)
Applicable Margin. InitiallyOn any date that the lower of the Ratings issued from time to time by the Rating Agencies for the Borrower is a Qualifying Rating, the Applicable Margin shall be the applicable rate per annum, corresponding to Level III as set forth below: Pricing Level LIBOR Rate Loans Base Rate Loans Pricing ▇▇▇▇▇ ▇ 1.75% 0% In the event that any of the Rating Agencies issues a Rating for the Borrower that is a Qualifying Rating, or in the table below; thereafterevent of any change in a Rating of the Borrower by any of the Rating Agencies, or if the Borrower's Rating, after having obtained a Qualifying Rating, shall cease at any time to be a Qualifying Rating by any of the Rating Agencies (but subject to the provisions within the definition of the term "Qualifying Rating"), such change shall effect a change in the Applicable Margin, as applicable, on the first (1st) day of the first (1st) month following the Rating Notice Date. On any date that the lower of the Ratings for the Borrower is not a Qualifying Rating, or the Borrower has not obtained a Qualifying Rating from either S&P or ▇▇▇▇▇'▇, the Applicable Margin shall be in effect for each period commencing on an Adjustment Date through based upon the date immediately preceding the next Adjustment Date (each a “Rate Adjustment Period”) based on a determination ratio of the Senior Debt Consolidated Total Liabilities of the Borrower to the Consolidated Total Assets of the Borrower as set forth below. It is the intention of the parties that if the Borrower shall only obtain a Qualifying Rating by from one of S&P or ▇▇▇▇▇’'▇ without seeking a Qualifying Rating from the other of S&P or ▇▇▇▇▇'▇, the Borrower shall be entitled to the benefit of the Pricing Level 1 described above; provided that if the Borrower shall have obtained a Qualifying Rating from both of S&P and S&P. ▇▇▇▇▇'▇, the lower of the two ratings (or the loss of the Qualifying Rating from either or both of S&P or ▇▇▇▇▇'▇ thereafter) shall control. The Senior Debt Borrower may obtain a Rating from Fitch in lieu of a Rating from S&P or ▇▇▇▇▇'▇, which Rating shall be considered for the purposes hereof, provided that in no event may a Rating from Fitch be the sole Rating for the purposes hereof. On any date on which the Applicable Margin is to be determined as based upon the ratio of the last day Consolidated Total Liabilities of the preceding Borrower to the Consolidated Total Assets of the Borrower, the applicable margin set forth below based on the ratio of the Consolidated Total Liabilities of Borrower to the Consolidated Total Assets of Borrower: -------------------------------------------------------------------------------- Base Rate Adjustment PeriodPricing Level Ratio LIBOR Rate Loans Loans -------------------------------------------------------------------------------- Pricing Level 2 Less than 45% 1.875% 0% -------------------------------------------------------------------------------- Pricing Level 3 Greater than or equal to 45% but less than 50% 2.000% 0% -------------------------------------------------------------------------------- Pricing Level 4 Greater than or equal to 50% but less than 55% 2.125% 0% -------------------------------------------------------------------------------- Pricing ▇▇▇▇▇ ▇ 55% or greater 2.250% 0% -------------------------------------------------------------------------------- The initial Applicable Margin shall be at Pricing Level 3. The Applicable Margin shall not be adjusted based upon such ratio, if at all, until the applicable rate per annum corresponding first (1st) day of the first (1st) month following the delivery by Borrower to the higher Agent of the Levels set forth in Compliance Certificate at the table below (with Level I being the highest level and Level V being the lowest level) corresponding to the Senior Debt Ratingend of a fiscal quarter. In the event that the Senior Debt Ratings assigned by ▇▇▇▇▇’▇ and S&P are not equivalent, the following criteria Borrower shall determine which Level shall be applicable: (a) if the Senior Debt Ratings are one Level apart, the Level applicable fail to deliver to the Senior Debt Rating shall be Agent a quarterly Compliance Certificate on or before the higher date required by (S)7.4(c), then without limiting any other rights of the two Levels Agent and (b) if the Senior Debt Ratings are more than one Level apartLenders under this Agreement, the Level applicable to the Senior Debt Rating shall be one Level below the higher of the two Levels. If the Borrower has only one Senior Debt Rating, then the Level applicable to such Senior Debt Rating shall apply. If the Borrower has no Senior Debt Rating, Level V shall apply. For purposes of clarity, the parties hereto acknowledge that (i) the Applicable Margin with respect to Eurocurrency Rate Loans shall be the rate per annum set forth in column C in the table below, (ii) the Applicable Margin with respect to Base Rate Loans shall be the rate per annum set forth in column D in the table below, (iii) the Facility Fee shall be the rate per annum set forth in column E in the table below, and (iv) the Letter of Credit Fee with respect to standby Letters of Credit shall be the rate per annum set forth in column F in the table below. Applicable Pension Legislation. At at Pricing Level 5 until such failure is cured within any time, any pension or retirement benefits legislation (be it national, federal, provincial, territorial or otherwise) to the extent then applicable to the Borrower or any of its Subsidiariescure period.
Appears in 1 contract
Applicable Margin. Initially, the Applicable Margin shall be the applicable rate per annum, corresponding to Level III set forth in the table below; thereafter, the The Applicable Margin shall be in effect for each period commencing on an Adjustment Date through the date immediately preceding the next Adjustment Date (each a “Rate Adjustment Period”) based on a determination of the Senior Debt Rating by ▇▇▇▇▇’▇ and S&P. Rating. The Senior Debt Rating shall be determined as of the last day of the preceding Rate Adjustment Period. The Applicable Margin shall be the applicable rate per annum annum, corresponding to the higher lower of the Levels set forth in the table below (with Level I being the highest lowest level and Level V IV being the lowest highest level) corresponding to the Senior Debt Rating. In the event that the Senior Debt Ratings assigned by ▇▇▇▇▇’▇ and S&P are not equivalent, the following criteria shall determine which Level shall be applicableapplicable to the Senior Debt Rating: (a) if the Senior Debt Ratings are one Level apart, the Level applicable to the Senior Debt Rating shall be the higher lower of the two Levels and (b) if the Senior Debt Ratings are more than one Level apart, the Level applicable to the Senior Debt Rating shall be one Level below above (i.e., towards Level IV) the higher lower of the two Levels. If the Borrower has only one Senior Debt Rating, then the Level applicable to such Senior Debt Rating shall apply. If the Borrower has no Senior Debt Rating, Level V shall apply. For purposes of clarity, the parties hereto acknowledge that (i) the Applicable Margin with respect to Eurocurrency Base Rate Loans shall be the rate per annum set forth in column C in the table belowbelow (as such Applicable Margin shall be adjusted pursuant to the last paragraph of this definition), (ii) the Applicable Margin with respect to Base Eurocurrency Rate Loans shall be the rate per annum set forth in column D in the table below, below (as such Applicable Margin shall be adjusted pursuant to the last paragraph of this definition) and (iii) the Facility Commitment Fee shall be the rate per annum set forth in column E in E. I S&P: BBB+ or better ▇▇▇▇▇’▇: Baa1 or better 0 % 1.00 % 0.08 % II S&P: BBB ▇▇▇▇▇’▇: Baa2 0.125 % 1.125 % 0.09 % III S&P: BBB- ▇▇▇▇▇’▇: Baa3 0.375 % 1.375 % 0.125 % IV S&P: Lower than BBB- ▇▇▇▇▇’▇: Lower than Baa3 0.75 % 1.75 % 0.175 % Notwithstanding the table belowforegoing, and if the Borrower fails to deliver any Compliance Certificate pursuant to §§5.4(a) or (ivb) hereof then, for the Letter of Credit Fee with respect to standby Letters of Credit period commencing on the date such Compliance Certificate was due through the date immediately preceding the Adjustment Date that occurs immediately following the date on which such Compliance Certificate is delivered, the Applicable Margin shall be the rate Applicable Margin corresponding to Level IV above. The relevant Applicable Margin for Base Rate Loans and Eurocurrency Rate Loans, as determined in accordance with this definition, shall increase by (i) 0.25% per annum set forth in column F in on the table below. Applicable Pension Legislation. At any timedate which is 90 days after the Closing Date, any pension or retirement benefits legislation (be it national, federal, provincial, territorial or otherwiseii) to an additional 0.50% per annum on the extent then applicable to date which is 180 days after the Borrower or any of its SubsidiariesClosing Date and (iii) an additional 0.50% per annum on the date which is 210 days after the Closing Date.
Appears in 1 contract
Sources: Credit Agreement (Staples Inc)
Applicable Margin. InitiallyThe Applicable Margin provided for in Section 5.1(a) with respect to any Loan (the “Applicable Margin”) shall be based upon the table set forth below and shall be determined and adjusted quarterly on the date (each a “Calculation Date”) ten (10) Business Days after the earlier of (i) the date on which Borrower provides or (ii) the date on which the Borrower is required to provide, an Officer’s Compliance Certificate for the most recently ended Fiscal Quarter of the Borrower; provided, however, that (A) the initial Applicable Margin shall be the applicable rate per annum, corresponding to Level III set forth in the table below; thereafter, the Applicable Margin shall be in effect for each period commencing on an Adjustment Date through the date immediately preceding the next Adjustment Date (each a “Rate Adjustment Period”) based on a determination of Pricing Level IV (as shown below) and shall remain at Pricing Level IV until the Senior Debt Rating by ▇▇▇▇▇’▇ and S&P. The Senior Debt Rating first Calculation Date occurring after the Closing Date and, thereafter the Pricing Level shall be determined by reference to the Adjusted Debt to EBITDAR Ratio as of the last day of the most recently ended Fiscal Quarter of the Borrower preceding Rate Adjustment Periodthe applicable Calculation Date, and (B) if the Borrower fails to provide the Officer’s Compliance Certificate as required by Section 8.2 for the most recently ended Fiscal Quarter of the Borrower preceding the applicable Calculation Date, the Applicable Margin from such Calculation Date shall be based on Pricing Level I (as shown below) until such time as an appropriate Officer’s Compliance Certificate is provided, at which time the Pricing Level shall be determined by reference to the Adjusted Debt to EBITDAR Ratio as of the last day of the most recently ended Fiscal Quarter of the Borrower preceding such Calculation Date. The Subject to Sections 5.1(c)(ii)(A) and (B) in the preceding sentence, the Applicable Margin shall be effective from one Calculation Date until the applicable rate per annum corresponding to the higher of the Levels set forth next Calculation Date. Any adjustment in the table below (with Level I being Applicable Margin shall be applicable to all Extensions of Credit then existing or subsequently made or issued. Notwithstanding the highest level and Level V being the lowest level) corresponding to the Senior Debt Rating. In foregoing, in the event that the Senior Debt Ratings assigned by ▇▇▇▇▇’▇ and S&P are not equivalent, the following criteria shall determine which Level shall any financial statement or Officer’s Compliance Certificate delivered pursuant to Section 8.1 or 8.2 is shown to be applicable: inaccurate (a) if the Senior Debt Ratings are one Level apart, the Level applicable to the Senior Debt Rating shall be the higher regardless of the two Levels and (b) if the Senior Debt Ratings are more than one Level apart, the Level applicable to the Senior Debt Rating shall be one Level below the higher of the two Levels. If the Borrower has only one Senior Debt Rating, then the Level applicable to such Senior Debt Rating shall apply. If the Borrower has no Senior Debt Rating, Level V shall apply. For purposes of clarity, the parties hereto acknowledge that whether (i) the Applicable Margin with respect to Eurocurrency Rate Loans shall be the rate per annum set forth this Agreement is in column C in the table beloweffect, (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 Base Rate Loans shall be the rate per annum set forth in column D in the table below, (iiiSections 5.1(d) the Facility Fee shall be the rate per annum set forth in column E in the table below, and (iv) the Letter of Credit Fee with respect to standby Letters of Credit shall be the rate per annum set forth in column F in the table below. Applicable Pension Legislation. At any time, any pension or retirement benefits legislation (be it national, federal, provincial, territorial or otherwise) to the extent then applicable to the Borrower or 12.2 nor any of its Subsidiaries.their other rights under this Agreement. The Borrower’s obligations under this paragraph shall survive the termination of the Revolving Credit Commitment and the repayment of all other Obligations hereunder. I Greater than or equal to 5.00 to 1.00 3.250 % 4.000 % II Greater than or equal to 4.50 to 1.00 but less than 5.00 to 1.00 3.000 % 3.750 % III Greater than or equal to 4.00 to 1.00 but less than 4.50 to 1.00 2.750 % 3.500 % IV Greater than or equal to 3.50 to 1.00 but less than 4.00 to 1.00 2.500 % 3.250 % V Less than 3.50 to 1.00 2.250 % 3.000 %
Appears in 1 contract
Sources: Credit Agreement (O Charleys Inc)
Applicable Margin. InitiallyThe applicable margin per annum provided for in Section 5.1(a) with respect to any Loan (the "Applicable Margin") (i) in the case of any Term Loan, shall be equal to 3.75 % if such Term Loan is a LIBOR Rate Loan, or 2.50% if such Term Loan is a Base Rate Loan, and (ii) in the case of a Revolving Credit Loan, shall be based upon the table set forth below and shall be determined and adjusted quarterly on the date (each a "Calculation Date") ten (10) Business Days after the date by which the Borrower is required to provide an Officer's Compliance Certificate for the most recently ended fiscal quarter of the Borrower; provided, however, that (a) the initial Applicable Margin shall be the applicable rate per annum, corresponding to Level III set forth in the table below; thereafter, the Applicable Margin shall be in effect for each period commencing on an Adjustment Date through the date immediately preceding the next Adjustment Date (each a “Rate Adjustment Period”) based on a determination of Pricing Level I (as shown below) and shall remain at Pricing Level I until the Senior Debt Rating by ▇▇▇▇▇’▇ and S&P. The Senior Debt Rating first Calculation Date occurring after the Closing Date 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 Rate Adjustment Periodthe applicable Calculation Date, and (b) if the Borrower fails to provide the Officer's Compliance Certificate as required by Section 8.2 for the most recently ended fiscal quarter of the Borrower preceding the applicable Calculation Date, the Applicable Margin from such Calculation Date shall be based on Pricing Level I (as shown below) until such time as an appropriate Officer's Compliance Certificate is provided, at which time the Pricing Level shall be determined by reference to the Leverage Ratio as of the last day of the most recently ended fiscal quarter of the Borrower preceding such Calculation Date. The Applicable Margin shall be effective from one Calculation Date until the applicable rate per annum corresponding to the higher of the Levels set forth next Calculation Date. Any adjustment in the table below (with Level I being the highest level and Level V being the lowest level) corresponding to the Senior Debt Rating. In the event that the Senior Debt Ratings assigned by ▇▇▇▇▇’▇ and S&P are not equivalent, the following criteria shall determine which Level shall be applicable: (a) if the Senior Debt Ratings are one Level apart, the Level applicable to the Senior Debt Rating shall be the higher of the two Levels and (b) if the Senior Debt Ratings are more than one Level apart, the Level applicable to the Senior Debt Rating shall be one Level below the higher of the two Levels. If the Borrower has only one Senior Debt Rating, then the Level applicable to such Senior Debt Rating shall apply. If the Borrower has no Senior Debt Rating, Level V shall apply. For purposes of clarity, the parties hereto acknowledge that (i) the Applicable Margin with respect to Eurocurrency Rate Loans shall be the rate per annum set forth in column C in the table below, (ii) the Applicable Margin with respect to Base Rate Loans shall be the rate per annum set forth in column D in the table below, (iii) the Facility Fee shall be the rate per annum set forth in column E in the table below, and (iv) the Letter of Credit Fee with respect to standby Letters of Credit shall be the rate per annum set forth in column F in the table below. Applicable Pension Legislation. At any time, any pension or retirement benefits legislation (be it national, federal, provincial, territorial or otherwise) to the extent then applicable to the Borrower all Advances then existing or any of its Subsidiaries.subsequently made or issued. ---------------------------------------------------------------------------------------------- LIBOR FOR BASE RATE FOR TOTAL REVOLVING REVOLVING PRICING LEVEL LEVERAGE RATIO CREDIT FACILITY CREDIT FACILITY ------------- -------------- --------------- --------------- ---------------------------------------------------------------------------------------------- Level I Greater than or equal 3.25% 2.00% to 4.0 to 1.0 ---------------------------------------------------------------------------------------------- Less than 4.0 to 1.0, but greater than or Level II equal to 3.5 to 1.0 3.00% 1.75% ---------------------------------------------------------------------------------------------- Less than 3.5 to 1.0, but greater than 3.0 Level III to 1.0 2.75% 1.50% ---------------------------------------------------------------------------------------------- Level IV Less than 3.0 to 1.0 2.50% 1.25% ----------------------------------------------------------------------------------------------
Appears in 1 contract
Sources: Credit Agreement (Veridian Corp)
Applicable Margin. Initially, The applicable margin per annum provided for in Section 5.1(a) with respect to any Loan (the "Applicable Margin") shall be based upon the table set forth below by reference to the Total Leverage Ratio and adjusted quarterly on the date (each a "Calculation Date") ten (10) Business Days after the date by which the Borrower is required to provide an Officer's Compliance Certificate for the most recently ended fiscal quarter of the Borrower; provided that (a) the initial Applicable Margin shall be the applicable rate per annum, corresponding to based on Pricing Level III I (as set forth in the table below; thereafter, the Applicable Margin ) and shall be in effect for each period commencing on an Adjustment Date through remain at Pricing Level I (as set forth below) until the date immediately preceding that is ten (10) Business Days after receipt by the next Adjustment Date (each Administrative Agent of a “Rate Adjustment Period”) based on a determination of pricing certificate in form and substance acceptable thereto with respect to the Senior Debt Rating by ▇▇▇▇▇’▇ fiscal quarter ending September 30, 2002 and S&P. The Senior Debt Rating thereafter 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 Rate Adjustment Periodthe applicable Calculation Date and (b) if the Borrower fails to provide the Officer's Compliance Certificate as required by Section 8.2 for the most recently ended fiscal quarter of the Borrower preceding the applicable Calculation Date, the Applicable Margin from such Calculation Date shall be based on Pricing Level I (as shown below) until such time as an appropriate Officer's Compliance Certificate is provided, at which time the Pricing Level shall be determined by reference to the 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 shall be effective from one Calculation Date until the applicable rate per annum corresponding to the higher of the Levels set forth next Calculation Date. Any adjustment in the table below (with Level I being the highest level and Level V being the lowest level) corresponding to the Senior Debt Rating. In the event that the Senior Debt Ratings assigned by ▇▇▇▇▇’▇ and S&P are not equivalent, the following criteria shall determine which Level shall be applicable: (a) if the Senior Debt Ratings are one Level apart, the Level applicable to the Senior Debt Rating shall be the higher of the two Levels and (b) if the Senior Debt Ratings are more than one Level apart, the Level applicable to the Senior Debt Rating shall be one Level below the higher of the two Levels. If the Borrower has only one Senior Debt Rating, then the Level applicable to such Senior Debt Rating shall apply. If the Borrower has no Senior Debt Rating, Level V shall apply. For purposes of clarity, the parties hereto acknowledge that (i) the Applicable Margin with respect to Eurocurrency Rate Loans shall be the rate per annum set forth in column C in the table below, (ii) the Applicable Margin with respect to Base Rate Loans shall be the rate per annum set forth in column D in the table below, (iii) the Facility Fee shall be the rate per annum set forth in column E in the table below, and (iv) the Letter of Credit Fee with respect to standby Letters of Credit shall be the rate per annum set forth in column F in the table below. Applicable Pension Legislation. At any time, any pension or retirement benefits legislation (be it national, federal, provincial, territorial or otherwise) to the extent then applicable to the Borrower all Advances then existing or any of its Subsidiaries.subsequently made or issued. -------------------------------------------------------------------------------------------------------------------- LIBOR FOR BASE RATE FOR LIBOR FOR BASE RATE FOR TOTAL REVOLVING REVOLVING TERM LOAN TERM LOAN PRICING LEVEL LEVERAGE RATIO CREDIT FACILITY CREDIT FACILITY FACILITY FACILITY -------------------------------------------------------------------------------------------------------------------- Level I Greater than 3.5 3.00% 1.75% 3.50% 2.25% to 1.0 -------------------------------------------------------------------------------------------------------------------- Less than or equal to 3.5 to 1.0, but greater Level II than 3.0 to 1.0 2.75% 1.50% 3.25% 2.00% -------------------------------------------------------------------------------------------------------------------- Less than or equal to 3.0 to 1.0, but greater Level III than 2.5 to 1.0 2.50% 1.25% 3.00% 1.75% -------------------------------------------------------------------------------------------------------------------- Less than or equal to 2.5 to Level IV 1.0 2.25% 1.00% 2.75% 1.50% --------------------------------------------------------------------------------------------------------------------
Appears in 1 contract
Sources: Credit Agreement (Veridian Corp)
Applicable Margin. Initially, the Applicable Margin shall be the applicable rate per annum, corresponding to Level III set forth in the table below; thereafter, the The Applicable Margin shall be in effect for each period commencing on an Adjustment Date through the date immediately preceding the next Adjustment Date (each a “Rate Adjustment Period”) based on a determination of the Fixed Charge Coverage Ratio and the Senior Debt Rating by ▇▇▇▇▇’▇ Rating. The Fixed Charge Coverage Ratio shall be determined as at the end of the fiscal period for which financial statements and S&P. The a Compliance Certificate have most recently been delivered to the Administrative Agent pursuant to §6.4 hereof and the Senior Debt Rating shall be determined as of the last day of the preceding Rate Adjustment Period. The Applicable Margin shall be the applicable rate per annum annum, corresponding to the higher lower of the Levels set forth in the table below (with Level I being the highest lowest level and Level V being the lowest highest level) corresponding to the Fixed Charge Coverage Ratio or the Senior Debt Rating, provided that if the Fixed Charge Coverage Ratio and Senior Debt Rating are more than one Level apart, the Applicable Margin shall be one Level below the higher of the two applicable Levels. In the event that the Senior Debt Ratings assigned by ▇▇▇▇▇’▇ and S&P are not equivalent, the following criteria shall determine which Level shall be applicableapplicable to the Senior Debt Rating: (a) if the Senior Debt Ratings are one Level apart, the Level applicable to the Senior Debt Rating shall be the higher lower of the two Levels and (b) if the Senior Debt Ratings are more than one Level apart, the Level applicable to the Senior Debt Rating shall be one Level below the higher of the two Levels. If the Borrower has only one Senior Debt Rating, then the Level applicable to such Senior Debt Rating shall apply. If the Borrower has no Senior Debt Rating, Level V shall apply. For purposes of clarity, the parties hereto acknowledge that (i) the Applicable Margin with respect to Eurocurrency Rate Loans shall be the rate per annum set forth in column C D in the table below, (ii) the Applicable Margin with respect to Base Rate Loans shall be the rate per annum set forth in column D in the table below, (iii) the Facility Fee shall be the rate per annum set forth in column E in the table below, below and (iviii) the Letter of Credit Utilization Fee with respect to standby Letters of Credit shall be the rate per annum set forth in column F F. I > 2.75:1 S&P: A- ▇▇▇▇▇’▇: A3 or better 0.310% 0.090% 0.100% II > 2.50:1 and <2.75:1 S&P: BBB+ ▇▇▇▇▇’▇: Baa1 or better 0.390% 0.110% 0.100% III > 2.25:1 and <2.50:1 S&P: BBB ▇▇▇▇▇’▇: Baa2 or better 0.475% 0.150% 0.125% IV > 2.00:1 and <2.25:1 S&P: BBB- ▇▇▇▇▇’▇: Baa3 or better 0.675% 0.200% 0.125% V <2.00:1 S&P: lower than BBB- ▇▇▇▇▇’▇: lower than Baa3 0.875% 0.250% 0.125% Notwithstanding the foregoing, (A) for the period commencing on the Closing Date through the date immediately preceding the first Adjustment Date to occur after the date which is six months from the Closing Date, the Applicable Margin shall be that corresponding to Level II in the table below. Applicable Pension Legislation. At any timeabove, any pension or retirement benefits legislation and (be it national, federal, provincial, territorial or otherwiseB) to the extent then applicable to if the Borrower fails to deliver any Compliance Certificate pursuant to §§6.4(a) or any of its Subsidiaries(b) hereof then, for the period commencing on the date such Compliance Certificate was due through the date immediately preceding the Adjustment Date that occurs immediately following the date on which such Compliance Certificate is delivered, the Applicable Margin shall be the Applicable Margin corresponding to Level V above.
Appears in 1 contract