Interest and Applicable Margins. (a) Borrowers shall pay interest to Revolver Agent, for the ratable benefit of Lenders in accordance with the various Loans being made by each Lender, in arrears on each applicable Interest Payment Date, at the following rates: (i) with respect to the Revolving Credit Advances (Revolver A) and Revolving Credit Advances (Revolver B), the Index Rate plus the Applicable Revolver Index Margin per annum; (ii) with respect to the Term Loan A, the Index Rate plus the Applicable Term Loan A Index Margin per annum; (iii) with respect to Term Loan B, a fixed rate equal to eleven percent (11%) per annum; (iv) with respect to the Acquisition Loan Advances, the Index Rate plus the Applicable Acquisition Loan Index Margin per annum; and (v) with respect to the Swing Line Loans, the Index Rate plus the Applicable Revolver Index Margin per annum. The Applicable Revolver Index Margin, the Applicable Term Loan A Index Margin and the Applicable Acquisition Loan Index Margin, during any period when the Leverage Ratio is at the applicable level set forth below, will be equal to the corresponding rate per annum set forth below for such Leverage Ratio: Applicable Term Loan A Index Margin and Applicable Applicable Acquisition Tier Leverage Ratio Revolver Index Margin Loan Index Margin ---- -------------- --------------------- ----------------- IV Greater than or equal to 3.75 to 1.00 1.00% 1.50% III Less than 3.75 to 1.00 and greater than or equal 0.75% 1.25% to 3.50 to 1.00 II Less than 3.50 to 1.00 and greater than or equal 0.50% 1.00% to 3.25 to 1.00 I Less than 3.25 to 1.00 0.25% 0.75% The Applicable Revolver Index Margin, the Applicable Term Loan A Index Margin and the Applicable Acquisition Loan Index Margin shall be established at the end of each Fiscal Quarter (each, a "Determination Date"). Any change in the Applicable Revolver Index Margin, the Applicable Term Loan A Index Margin or the Applicable Acquisition Loan Index Margin following each Determination Date shall be determined based upon the computations set forth in the Compliance Certificate furnished to the Agents and the Lenders pursuant to Section (b) of Annex E, subject to review and confirmation of such computations by the Agents, and shall be effective (the "Effective Date") commencing on the first Business Day next following the date such Compliance Certificate is received until the first Business Day following the date on which a new Compliance Certificate is delivered; provided however, if the Borrowers shall fail to deliver any such Compliance Certificate within the time period required by Annex E, then the Applicable Revolver Index Margin, the Applicable Term Loan A Index Margin and the Applicable Acquisition Loan Index Margin, as the case may be, shall be as set forth in Tier IV until the appropriate Compliance Certificate is so delivered. From the Second Amendment Effective Date to the first Effective Date next following September 30, 2000, the Applicable Revolver Index Margin, the Applicable Term Loan A Index Margin and the Applicable Acquisition Loan Index Margin, as the case may be, shall be as set forth in Tier IV. The Applicable L/C Margin will be 2.5% per annum. The Applicable Unused Revolver Fee Margin will be 0.5% per annum. The Applicable Unused Acquisition Line Fee Margin will be 0.375% per annum.
Appears in 1 contract
Interest and Applicable Margins. (a) Borrowers shall pay interest to Revolver Agent, for the ratable benefit of Lenders in accordance with the various Loans being made by each Lender, in arrears on each applicable Interest Payment Date, at the following rates:
: (i) with respect to the Revolving Credit Advances (Revolver A) and Revolving Credit Advances (Revolver B)Advances, the Index Rate plus the Applicable Revolver Index Margin per annum; annum or, at the election of Borrower Representative, the applicable LIBOR Rate plus the Applicable Revolver LIBOR Margin per annum and (ii) with respect to the Term Loan A, the Index Rate plus the Applicable Term Loan A Index Margin per annum; (iii) with respect to Term Loan B, a fixed rate equal to eleven percent (11%) per annum; (iv) with respect to the Acquisition Loan Advances, the Index Rate plus the Applicable Acquisition Loan Index Margin per annum; and (v) with respect to the Swing Line LoansLoan, the Index Rate plus the Applicable Revolver Index Margin per annum. The As of the Closing Date, the Applicable Margins are as follows: Applicable Revolver Index MarginMargin 0.00 % Applicable Revolver LIBOR Margin 1.00 % Applicable L/C Margin 1.00 % Applicable Unused Line Fee Margin 0.32 % The Applicable Margins may be adjusted by reference to the following grids: >$50,000,000 Level I >$35,000,000 but <$50,000,000 Level II >$25,000,000 but <35,000,000 Level III <$25,000,000 Level IV Applicable Revolver Index Margin 0.00 % 0.00 % 0.00 % 0.25 % Applicable Revolver LIBOR Margin 1.00 % 1.25 % 1.50 % 1.75 % Applicable L/C Margin 1.00 % 1.25 % 1.50 % 1.75 % Applicable Unused Line Fee Margin 0.32 % 0.30 % 0.25 % 0.25 % Adjustments in the Applicable Margins commencing with the Fiscal Quarter beginning January 1, 2007 shall be implemented quarterly as of the first day of the Fiscal Quarter in which Agent receives delivery of the Borrowing Base Certificate dated and accurate as of the last day of the most recently completed Fiscal Quarter evidencing the need for an adjustment. Concurrently with the delivery of such Borrowing Base Certificate, Borrower Representative shall deliver to Agent and Lenders a certificate, signed by its chief financial officer or treasurer, setting forth in reasonable detail the basis for the continuance of, or any change in, the Applicable Term Loan A Index Margin and the Applicable Acquisition Loan Index MarginMargins, during any period when the Leverage Ratio is at the applicable level set forth belowincluding, will be equal to the corresponding rate per annum set forth below without limitation, a calculation of Average Availability for such Leverage Ratio: Applicable Term Loan A Index Margin and Applicable Applicable Acquisition Tier Leverage Ratio Revolver Index Margin Loan Index Margin ---- -------------- --------------------- ----------------- IV Greater than or equal period. Failure to 3.75 timely deliver such quarter-end Borrowing Base Certificate shall, in addition to 1.00 1.00% 1.50% III Less than 3.75 to 1.00 and greater than or equal 0.75% 1.25% to 3.50 to 1.00 II Less than 3.50 to 1.00 and greater than or equal 0.50% 1.00% to 3.25 to 1.00 I Less than 3.25 to 1.00 0.25% 0.75% The Applicable Revolver Index Marginany other remedy provided for in this Agreement, the Applicable Term Loan A Index Margin and the Applicable Acquisition Loan Index Margin shall be established at the end of each Fiscal Quarter (each, a "Determination Date"). Any change result in an increase in the Applicable Revolver Index Margin, Margins to the Applicable Term Loan A Index Margin or the Applicable Acquisition Loan Index Margin following each Determination Date shall be determined based upon the computations highest level set forth in the Compliance Certificate furnished to the Agents and the Lenders pursuant to Section (b) of Annex Eforegoing grid, subject to review and confirmation of such computations by the Agents, and shall be effective (the "Effective Date") commencing on the first Business Day next following the date such Compliance Certificate is received until the first Business Day day of the first calendar month following the delivery of a Borrowing Base Certificate demonstrating that such an increase is not required. If an Event of Default has occurred and is continuing at the time any reduction in the Applicable Margins is to be implemented, that reduction shall be deferred until the first day of the first calendar month following the date on which such Event of Default is waived or cured.
(b) If any payment on any Loan becomes due and payable on a new Compliance Certificate is delivered; provided however, if the Borrowers shall fail to deliver any such Compliance Certificate within the time period required by Annex E, then the Applicable Revolver Index Marginday other than a Business Day, the Applicable Term Loan A Index Margin and maturity thereof will be extended to the Applicable Acquisition Loan Index Margin, as the case may be, shall be next succeeding Business Day (except as set forth in Tier IV until the appropriate Compliance Certificate definition of LIBOR Period) and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension.
(c) All computations of Fees calculated on a per annum basis and interest shall be made by Agent on the basis of a 360-day year, in each case for the actual number of days occurring in the period for which such interest and Fees are payable. The Index Rate is a floating rate determined for each day. Each determination by Agent of interest rates and Fees hereunder shall be presumptive evidence of the correctness of such rates and Fees.
(d) So long as an Event of Default has occurred and is continuing under Section 8.1(a), (h) or (i), or so delivered. From long as any other Event of Default has occurred and is continuing and at the Second Amendment Effective Date election of Agent (or upon the written request of Requisite Lenders) confirmed by written notice from Agent to Borrower Representative, the interest rates applicable to the first Effective Date next following September 30, 2000, the Applicable Revolver Index Margin, the Applicable Term Loan A Index Margin Loans and the Applicable Acquisition Loan Index Margin, as the case may be, Letter of Credit Fees shall be as increased by two percentage points (2%) per annum above the rates of interest or the rate of such Fees otherwise applicable hereunder unless Agent or Requisite Lenders elect to impose a smaller increase (the “Default Rate”), and all outstanding Obligations shall bear interest at the Default Rate applicable to such Obligations. Interest and Letter of Credit Fees at the Default Rate shall accrue from the initial date of such Event of Default until that Event of Default is cured or waived and shall be payable upon demand.
(e) Subject to the conditions precedent set forth in Tier IVSection 2.2, Borrower Representative shall have the option to (i) request that any Revolving Credit Advance be made as a LIBOR Loan, (ii) convert at any time all or any part of outstanding Loans (other than the Swing Line Loan) from Index Rate Loans to LIBOR Loans, (iii) convert any LIBOR Loan to an Index Rate Loan subject to payment of LIBOR breakage costs in accordance with Section 1.13(b) if such conversion is made prior to the expiration of the LIBOR Period applicable thereto, or (iv) continue all or any portion of any Loan (other than the Swing Line Loan) as a LIBOR Loan upon the expiration of the applicable LIBOR Period and the succeeding LIBOR Period of that continued Loan shall commence on the first day after the last day of the LIBOR Period of the Loan to be continued. The Applicable LAny Loan or group of Loans having the same proposed LIBOR Period to be made or continued as, or converted into, a LIBOR Loan must be in a minimum amount of $5,000,000 and integral multiples of $500,000 in excess of such amount. Any such election must be made by 11:00 a.m. (Chicago time) on the Third Business Day prior to (1) the date of any proposed Advance which is to bear interest at the LIBOR Rate, (2) the end of each LIBOR Period with respect to any LIBOR Loans to be continued as such, or (3) the date on which Borrower Representative wishes to convert any Index Rate Loan to a LIBOR Loan for a LIBOR Period designated by Borrower Representative in such election. If no election is received with respect to a LIBOR Loan by 11:00 a.m. (Chicago time) on the Third Business Day prior to the end of the LIBOR Period with respect thereto (or if a Default or an Event of Default has occurred and is continuing or the additional conditions precedent set forth in Section 2.2 shall not have been satisfied), that LIBOR Loan shall be converted to an Index Rate Loan at the end of its LIBOR Period. Borrower Representative must make such election by notice to Agent in writing, by telecopy or overnight courier. In the case of any conversion or continuation, such election must be made pursuant to a written notice (a “Notice of Conversion/C Margin will Continuation”) in the form of Exhibit 1.5(e). No Loan may be 2.5% per annummade as or converted into a LIBOR Loan until the earlier of (i) forty-five (45) days after the Closing Date or (ii) completion of primary syndication as determined by Agent.
(f) Notwithstanding anything to the contrary set forth in this Section 1.5, if a court of competent jurisdiction determines in a final order that the rate of interest payable hereunder exceeds the highest rate of interest permissible under law (the “Maximum Lawful Rate”), then so long as the Maximum Lawful Rate would be so exceeded, the rate of interest payable hereunder shall be equal to the Maximum Lawful Rate; provided, however, that if at any time thereafter the rate of interest payable hereunder is less than the Maximum Lawful Rate, Borrowers shall continue to pay interest hereunder at the Maximum Lawful Rate until such time as the total interest received by Agent, on behalf of Lenders, is equal to the total interest that would have been received had the interest rate payable hereunder been (but for the operation of this paragraph) the interest rate payable since the Closing Date as otherwise provided in this Agreement. The Applicable Unused Revolver Fee Margin will be 0.5% per annum. The Applicable Unused Acquisition Line Fee Margin will be 0.375% per annumIn no event shall the total interest received by any Lender pursuant to the terms hereof exceed the amount that such Lender could lawfully have received had the interest due hereunder been calculated for the full term hereof at the Maximum Lawful Rate.
Appears in 1 contract
Interest and Applicable Margins. (a) Borrowers Borrower shall pay interest to Revolver Agent, for the ratable benefit of Lenders in accordance with the various Loans being made by each Lender, in arrears on each applicable Interest Payment Date, at the following rates:
(i) with respect to the Revolving Credit Advances (Revolver A) and Revolving Credit Advances (Revolver B), the Index Rate plus the Applicable Revolver Index Margin per annum; (ii) with respect to annum or, at the Term Loan Aelection of Borrower, at the Index Rate plus the Applicable Term Loan A Index Margin per annum; (iii) with respect to Term Loan B, a fixed rate equal to eleven percent (11%) per annum; (iv) with respect to the Acquisition Loan Advances, the Index Rate plus the Applicable Acquisition Loan Index Margin per annum; and (v) with respect to the Swing Line Loans, the Index applicable LIBOR Rate plus the Applicable Revolver Index LIBOR Margin per annum, based on the aggregate Revolving Credit Advances outstanding from time to time. The As of the Closing Date, the Applicable Margins are as follows: Applicable Revolver Index Margin, the Margin 0.75 % Applicable Term Loan A Index Revolver LIBOR Margin and the 2.00 % Applicable Acquisition Loan Index Margin, during any period when the Leverage Ratio is at the applicable level set forth below, will be equal to the corresponding rate per annum set forth below for such Leverage Ratio: L/C Margin 2.00 % Applicable Term Loan A Index Unused Line Fee Margin and Applicable Applicable Acquisition Tier Leverage Ratio Revolver Index Margin Loan Index Margin ---- -------------- --------------------- ----------------- IV Greater than or equal to 3.75 to 1.00 1.00% 1.50% III Less than 3.75 to 1.00 and greater than or equal 0.75% 1.25% to 3.50 to 1.00 II Less than 3.50 to 1.00 and greater than or equal 0.50% 1.00% to 3.25 to 1.00 I Less than 3.25 to 1.00 0.25% 0.750.25 % The Applicable Revolver Index Margin, the Applicable Term Loan A Index Margin and the Applicable Acquisition Loan Index Margin Margins shall be established at the end of each Fiscal Quarter adjusted (each, up or down) prospectively on a "Determination Date"). Any change in the Applicable Revolver Index Margin, the Applicable Term Loan A Index Margin or the Applicable Acquisition Loan Index Margin following each Determination Date shall be quarterly basis as determined based upon the computations set forth average daily Borrowing Availability for the then most recently ended Fiscal Quarter, commencing with the Fiscal Quarter ending on September 30, 2007. All adjustments in the Compliance Certificate furnished Applicable Margins thereafter shall be implemented quarterly on a prospective basis at any time there is a need for an adjustment (the determination as to whether an adjustment is necessary to be made by Agent in good faith). Adjustments in Applicable Margins will be determined by reference to the Agents following grids: ³ $45,000,000 Level I ³ $35,000,000, but < $45,000,000 Level II ³ $20,000,000, but < $35,000,000 Level III ³ $7,500,000, but < $20,000,000 Level IV < $7,500,000 Level V Applicable Revolver Index Margin 0.25 % 0.50 % 0.75 % 1.00 % 1.25 % Applicable Revolver LIBOR Margin 1.50 % 1.75 % 2.00 % 2.25 % 2.50 % Applicable L/C Margin 1.50 % 1.75 % 2.00 % 2.25 % 2.50 % Applicable Unused Line Fee Margin 0.375 % 0.375 % 0.25 % 0.25 % 0.25 % If any Default or an Event of Default has occurred and is continuing at the Lenders pursuant time any reduction in the Applicable Margins is to Section (b) of Annex Ebe implemented, subject to review and confirmation of such computations by the Agents, and that reduction shall be effective (the "Effective Date") commencing on the first Business Day next following the date such Compliance Certificate is received deferred until the first Business Day day of the first calendar month following the date on which all Defaults or Events of Default are waived or cured.
(b) If any payment on any Loan becomes due and payable on a new Compliance Certificate is delivered; provided however, if the Borrowers shall fail to deliver any such Compliance Certificate within the time period required by Annex E, then the Applicable Revolver Index Marginday other than a Business Day, the Applicable Term Loan A Index Margin and maturity thereof will be extended to the Applicable Acquisition Loan Index Margin, as the case may be, shall be next succeeding Business Day (except as set forth in Tier IV until the appropriate Compliance Certificate definition of LIBOR Period) and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension.
(c) All computations of Fees calculated on a per annum basis and interest shall be made by Agent on the basis of a 360-day year, in each case for the actual number of days occurring in the period for which such interest and Fees are payable. The Index Rate is a floating rate determined for each day. Each determination by Agent of an interest rate and Fees hereunder shall be final, binding and conclusive on Borrower, absent manifest error.
(d) So long as an Event of Default has occurred and is continuing under Section 8.1(a), (h) or (i), or so delivered. From long as any other Default or Event of Default has occurred and is continuing and at the Second Amendment Effective Date election of Agent (or upon the written request of Requisite Lenders) confirmed by written notice from Agent to Borrower, the interest rates applicable to the first Effective Date next following September 30, 2000, the Applicable Revolver Index Margin, the Applicable Term Loan A Index Margin Loans and the Applicable Acquisition Loan Index Margin, as the case may be, Letter of Credit Fees shall be as increased by two percentage points (2%) per annum above the rates of interest or the rate of such Fees otherwise applicable hereunder (“Default Rate”), and all outstanding Obligations shall bear interest at the Default Rate applicable to such Obligations. Interest and Letter of Credit Fees at the Default Rate shall accrue from the initial date of such Default or Event of Default until that Default or Event of Default is cured or waived and shall be payable upon demand.
(e) Subject to the conditions precedent set forth in Tier IVSection 2.2, Borrower shall have the option to (i) request that any Revolving Credit Advance be made as a LIBOR Loan, (ii) convert at any time all or any part of outstanding Loans (other than the Swing Line Loan) from Index Rate Loans to LIBOR Loans, (iii) convert any LIBOR Loan to an Index Rate Loan, subject to payment of LIBOR breakage costs in accordance with Section 1.13(b) if such conversion is made prior to the expiration of the LIBOR Period applicable thereto, or (iv) continue all or any portion of any Loan (other than the Swing Line Loan) as a LIBOR Loan upon the expiration of the applicable LIBOR Period and the succeeding LIBOR Period of that continued Loan shall commence on the first day after the last day of the LIBOR Period of the Loan to be continued. The Applicable LAny Loan or group of Loans having the same proposed LIBOR Period to be made or continued as, or converted into, a LIBOR Loan must be in a minimum amount of $1,000,000 and integral multiples of $500,000 in excess of such amount. Any such election must be made by 11:00 a.m. (Chicago time) on the 3rd Business Day prior to (1) the date of any proposed Advance which is to bear interest at the LIBOR Rate, (2) the end of each LIBOR Period with respect to any LIBOR Loans to be continued as such, or (3) the date on which Borrower wishes to convert any Index Rate Loan to a LIBOR Loan for a LIBOR Period designated by Borrower in such election. If no election is received with respect to a LIBOR Loan by 11:00 a.m. (Chicago time) on the 3rd Business Day prior to the end of the LIBOR Period with respect thereto (or if a Default or an Event of Default has occurred and is continuing or the additional conditions precedent set forth in Section 2.2 shall not have been satisfied), that LIBOR Loan shall be converted to an Index Rate Loan at the end of its LIBOR Period. Borrower must make such election by notice to Agent in writing, by telecopy or overnight courier. In the case of any conversion or continuation, such election must be made pursuant to a written notice (a “Notice of Conversion/C Margin will Continuation”) in the form of Exhibit 1.5(e).
(f) Notwithstanding anything to the contrary set forth in this Section 1.5, if a court of competent jurisdiction determines in a final order that the rate of interest payable hereunder exceeds the highest rate of interest permissible under law (the “Maximum Lawful Rate”), then so long as the Maximum Lawful Rate would be 2.5% per annumso exceeded, the rate of interest payable hereunder shall be equal to the Maximum Lawful Rate. The Applicable Unused Revolver Fee Margin will Thereafter, interest hereunder shall be 0.5% per annumpaid at the rate(s) of interest and in the manner provided in Sections 1.5(a) through (e), unless and until the rate of interest again exceeds the Maximum Lawful Rate, and at that time this paragraph shall again apply. The Applicable Unused Acquisition Line Fee Margin will In no event shall the total interest received by any Lender pursuant to the terms hereof exceed the amount that such Lender could lawfully have received had the interest due hereunder been calculated for the full term hereof at the Maximum Lawful Rate. If the Maximum Lawful Rate is calculated pursuant to this paragraph, such interest shall be 0.375% per annumcalculated at a daily rate equal to the Maximum Lawful Rate divided by the number of days in the year in which such calculation is made. If, notwithstanding the provisions of this Section 1.5(f), a court of competent jurisdiction shall finally determine that a Lender has received interest hereunder in excess of the Maximum Lawful Rate, Agent shall, to the extent permitted by applicable law, promptly apply such excess in the order specified in Section 1.11 and thereafter shall refund any excess to Borrower or as a court of competent jurisdiction may otherwise order.
Appears in 1 contract
Sources: Credit Agreement (Navarre Corp /Mn/)
Interest and Applicable Margins. (a) Borrowers Borrower shall pay interest to Revolver Agent, for the ratable benefit of Lenders in accordance with the various Loans being made by each LenderLenders, in arrears on each applicable Interest Payment Date, at the following rates:
(i) rates with respect to the Revolving Credit Advances (Revolver A) and Revolving Credit Advances (Revolver B)Advances, the Index Rate plus the Applicable Revolver Index Margin per annum; (ii) with respect to annum or, at the Term Loan Aelection of Borrower, the Index Rate plus the Applicable Term Loan A Index Margin per annum; (iii) with respect to Term Loan B, a fixed rate equal to eleven percent (11%) per annum; (iv) with respect to the Acquisition Loan Advances, the Index Rate plus the Applicable Acquisition Loan Index Margin per annum; and (v) with respect to the Swing Line Loans, the Index applicable LIBOR Rate plus the Applicable Revolver Index LIBOR Margin per annum. The As of the Closing Date, the Applicable Margins are as follows: Applicable Revolver Index MarginMargin 2.00 % Applicable Revolver LIBOR Margin 3.00 % Applicable L/C Margin 3.00 % The Applicable Margins shall be adjusted by reference to the following grids: Level I > 7.50 3.00 % 4.00 % 4.00 % Level II > 7.00, but < 7.50 2.50 % 3.50 % 3.50 % Level III > 6.5, but < 7.00 2.25 % 3.25 % 3.25 % Level IV > 6.00, but < 6.50 2.00 % 3.00 % 3.00 % Level V > 5.50, but < 6.00 1.75 % 2.75 % 2.75 % Level VI > 5.00, but < 5.50 1.50 % 2.50 % 2.50 % Level VII < 5.00 1.25 % 2.25 % 2.25 % Adjustments in the Applicable Margins commencing with the Fiscal Quarter ending March 31, 2004 shall be implemented quarterly on a prospective basis, commencing two (2) Business Days after the date of delivery to Lenders of the quarterly unaudited or annual audited (as applicable) Financial Statements evidencing the need for an adjustment. Notwithstanding the preceding sentence, the Applicable Term Loan A Index Margin Margins shall not be reduced below Level IV prior to June 30, 2004. Concurrently with the delivery of those Financial Statements, Borrower shall deliver to Agent and Lenders a certificate, signed by its chief financial officer, setting forth in reasonable detail the Applicable Acquisition Loan Index Marginbasis for the continuance of, during or any period when the Leverage Ratio is at the applicable level set forth below, will be equal to the corresponding rate per annum set forth below for such Leverage Ratio: Applicable Term Loan A Index Margin and Applicable Applicable Acquisition Tier Leverage Ratio Revolver Index Margin Loan Index Margin ---- -------------- --------------------- ----------------- IV Greater than or equal to 3.75 to 1.00 1.00% 1.50% III Less than 3.75 to 1.00 and greater than or equal 0.75% 1.25% to 3.50 to 1.00 II Less than 3.50 to 1.00 and greater than or equal 0.50% 1.00% to 3.25 to 1.00 I Less than 3.25 to 1.00 0.25% 0.75% The Applicable Revolver Index Marginchange in, the Applicable Term Loan A Index Margin and the Applicable Acquisition Loan Index Margin shall be established at the end of each Fiscal Quarter (eachMargins. Failure to timely deliver such Financial Statements shall, a "Determination Date"). Any change in addition to any other remedy provided for in this Agreement, result in an increase in the Applicable Revolver Index Margin, Margins to the Applicable Term Loan A Index Margin or the Applicable Acquisition Loan Index Margin following each Determination Date shall be determined based upon the computations highest level set forth in the Compliance Certificate furnished foregoing grid, until the second Business Day following the delivery of those Financial Statements demonstrating that such an increase is not required. If a Default or an Event of Default has occurred and is continuing at the time any reduction in the Applicable Margins is to the Agents and the Lenders pursuant to Section (b) of Annex Ebe implemented, subject to review and confirmation of such computations by the Agents, and that reduction shall be effective (the "Effective Date") commencing on the first Business Day next following the date such Compliance Certificate is received deferred until the first second Business Day following the date on which such Default or Event of Default is waived or cured.
(b) If any payment on any Loan becomes due and payable on a new Compliance Certificate is delivered; provided however, if the Borrowers shall fail to deliver any such Compliance Certificate within the time period required by Annex E, then the Applicable Revolver Index Marginday other than a Business Day, the Applicable Term Loan A Index Margin and maturity thereof will be extended to the Applicable Acquisition Loan Index Margin, as the case may be, shall be next succeeding Business Day (except as set forth in Tier IV until the appropriate Compliance Certificate definition of LIBOR Period) and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension.
(c) All computations of Fees calculated on a per annum basis and interest shall be made by Agent on the basis of a 360-day year (except with respect to Index Rates Loans, which shall be based on a 365/366-day year), in each case for the actual number of days occurring in the period for which such interest and Fees are payable. The Index Rate is a floating rate determined for each day. Each determination by Agent of interest rates and Fees hereunder shall be presumptive evidence of the correctness of such rates and Fees.
(d) So long as an Event of Default has occurred and is continuing under Section 8.1(a) or (e), or so delivered. From long as any other Event of Default has occurred and is continuing and at the Second Amendment Effective Date election of Agent (or upon the written request of Requisite Lenders) confirmed by written notice from Agent to Borrower, the interest rates applicable to the first Effective Date next following September 30, 2000, the Applicable Revolver Index Margin, the Applicable Term Loan A Index Margin Loans and the Applicable Acquisition Loan Index Margin, as the case may be, Letter of Credit Fees shall be as increased by two percentage points (2%) per annum above the rates of interest or the rate of such Fees otherwise applicable hereunder unless Agent or Requisite Lenders elect to impose a smaller increase (the “Default Rate”), and all outstanding Obligations shall bear interest at the Default Rate applicable to such Obligations. Interest and Letter of Credit Fees at the Default Rate shall accrue from the initial date of such Event of Default until that Event of Default is cured or waived and shall be payable upon demand.
(e) Subject to the conditions precedent set forth in Tier IVSection 2.2, Borrower shall have the option to (i) request that any Revolving Credit Advance be made as a LIBOR Loan, (ii) convert at any time all or any part of outstanding Loans from Index Rate Loans to LIBOR Loans, (iii) convert any LIBOR Loan to an Index Rate Loan, subject to payment of LIBOR breakage costs in accordance with Section 1.13(b) if such conversion is made prior to the expiration of the LIBOR Period applicable thereto, or (iv) continue all or any portion of any Loan as a LIBOR Loan upon the expiration of the applicable LIBOR Period and the succeeding LIBOR Period of that continued Loan shall commence on the first day after the last day of the LIBOR Period of the Loan to be continued. The Applicable LAny Loan or group of Loans having the same proposed LIBOR Period to be made or continued as, or converted into, a LIBOR Loan must be in a minimum amount of $500,000 and integral multiples of $500,000 in excess of such amount. Any such election must be 12:00 noon (New York time) on the third Business Day prior to (1) the date of any proposed Revolving Credit Advance which is to bear interest at the LIBOR Rate, (2) the end of each LIBOR Period with respect to any LIBOR Loans to be continued as such, or (3) the date on which Borrower wishes to convert any Index Rate Loan to a LIBOR Loan for a LIBOR Period designated by Borrower in such election. If no election is received with respect to a LIBOR Loan by 12:00 noon (New York time) on the third Business Day prior to the end of the LIBOR Period with respect thereto (or if a Default or an Event of Default has occurred and is continuing or the additional conditions precedent set forth in Section 2.2 shall not have been satisfied), that LIBOR Loan shall be converted to an Index Rate Loan at the end of its LIBOR Period. Borrower must make such election by notice to Agent in writing, by telecopy or overnight courier. In the case of any conversion or continuation, such election must be made pursuant to a written notice (a “Notice of Conversion/C Margin will Continuation”) in the form of Exhibit 1.5(e).
(f) Notwithstanding anything to the contrary set forth in this Section 1.5, if a court of competent jurisdiction determines in a final order that the rate of interest payable hereunder exceeds the highest rate of interest permissible under law (the “Maximum Lawful Rate”), then so long as the Maximum Lawful Rate would be 2.5% per annumso exceeded, the rate of interest payable hereunder shall be equal to the Maximum Lawful Rate; provided, however, that if at any time thereafter the rate of interest payable hereunder is less than the Maximum Lawful Rate, Borrower shall continue to pay interest hereunder at the Maximum Lawful Rate until such time as the total interest received by Agent, on behalf of Lenders, is equal to the total interest that would have been received had the interest rate payable hereunder been (but for the operation of this paragraph) the interest rate payable since the Closing Date as otherwise provided in this Agreement. The Applicable Unused Revolver Fee Margin will be 0.5% per annum. The Applicable Unused Acquisition Line Fee Margin will be 0.375% per annumIn no event shall the total interest received by any Lender pursuant to the terms hereof exceed the amount that such Lender could lawfully have received had the interest due hereunder been calculated for the full term hereof at the Maximum Lawful Rate.
Appears in 1 contract
Interest and Applicable Margins. (a) Borrowers shall pay interest to Revolver Agent, for the ratable benefit of Lenders in accordance with the various Loans being made by each Lender, in arrears on each applicable Interest Payment Date, at the following rates:
: (i) with respect to the Revolving Credit Advances (Revolver A) and Revolving Credit Advances (Revolver B)Advances, the Index Rate plus the Applicable Revolver Index Margin per annum or, at the election of Borrower Representative, the applicable LIBOR Rate plus the Applicable Revolver LIBOR Margin per annum; and (ii) with respect to the Term Loan A, the Index Rate plus the Applicable Term Loan A Index Margin per annum; (iii) with respect to Term Loan B, a fixed rate equal to eleven percent (11%) per annum; (iv) with respect to the Acquisition Loan Advances, the Index Rate plus the Applicable Acquisition Loan Index Margin per annum; and (v) with respect to the Swing Line LoansLoan, the Index Rate plus the Applicable Revolver Index Margin per annum. The As of the Closing Date, the Applicable Margins are as follows: Applicable Revolver Index Margin, the Margin 1.75 % Applicable Term Loan A Index Revolver LIBOR Margin and the 2.75 % Applicable Acquisition Loan Index Margin, during any period when the Leverage Ratio is at the applicable level set forth below, will L/C Margin 2.75 % Applicable Unused Line Fee Margin .50 % The Applicable Margins may be equal adjusted by reference to the corresponding rate per annum set forth below for such Leverage Ratiofollowing grids: Applicable Term Loan A Index Margin and Applicable Applicable Acquisition Tier Leverage Ratio Revolver Index Margin Loan Index Margin ---- -------------- --------------------- ----------------- IV Less than 3.25 to 1.00 Level I Greater than or equal to 3.75 3.25 to 1.00, but less than 4.00 to 1.00 1.00% 1.50% III Less than 3.75 to 1.00 and greater Level II Greater than or equal 0.75% 1.25% to 3.50 4.00 to 1.00, but less than 4.75 to 1.00 II Less than 3.50 to 1.00 and greater Level III Greater than or equal 0.50% 1.00% to 3.25 4.75 to 1.00 I Less than 3.25 to 1.00 0.25% 0.75% The ▇▇▇▇▇ ▇▇ Applicable Revolver Index MarginMargin 1.00 % 1.25 % 1.50 % 1.75 % Applicable Revolver LIBOR Margin 2.00 % 2.25 % 2.50 % 2.75 % Applicable L/C Margin 2.00 % 2.25 % 2.50 % 2.75 % Applicable Unused Line Fee Margin 0.50 % 0.50 % 0.50 % 0.50 % Adjustments in the Applicable Margins commencing with the Fiscal Quarter ending September 30, 2006, shall be implemented quarterly on a prospective basis, for each calendar month commencing at least five (5) days after the date of delivery to Lenders of the quarterly unaudited or annual audited (as applicable) Financial Statements evidencing the need for an adjustment. Concurrently with the delivery of those Financial Statements, Borrower Representative shall deliver to Agent and Lenders a certificate, signed by its chief financial officer, setting forth in reasonable detail the basis for the continuance of, or any change in, the Applicable Term Loan A Index Margin and the Applicable Acquisition Loan Index Margin shall be established at the end of each Fiscal Quarter (eachMargins. Failure to timely deliver such Financial Statements shall, a "Determination Date"). Any change in addition to any other remedy provided for in this Agreement, result in an increase in the Applicable Revolver Index Margin, Margins to the Applicable Term Loan A Index Margin or the Applicable Acquisition Loan Index Margin following each Determination Date shall be determined based upon the computations highest level set forth in the Compliance Certificate furnished to the Agents and the Lenders pursuant to Section (b) of Annex Eforegoing grid, subject to review and confirmation of such computations by the Agents, and shall be effective (the "Effective Date") commencing on the first Business Day next following the date such Compliance Certificate is received until the first Business Day day of the first calendar month following the delivery of those Financial Statements demonstrating that such an increase is not required. If an Event of Default has occurred and is continuing at the time any reduction in the Applicable Margins is to be implemented, that reduction shall be deferred until the first day of the first calendar month following the date on which such Event of Default is waived or cured.
(b) If any payment on any Loan becomes due and payable on a new Compliance Certificate is delivered; provided however, if the Borrowers shall fail to deliver any such Compliance Certificate within the time period required by Annex E, then the Applicable Revolver Index Marginday other than a Business Day, the Applicable Term Loan A Index Margin and maturity thereof will be extended to the Applicable Acquisition Loan Index Margin, as the case may be, shall be next succeeding Business Day (except as set forth in Tier IV until the appropriate Compliance Certificate definition of LIBOR Period) and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension.
(c) All computations of interest on Index Rate Loans shall be made by Agent on the basis of the actual number of days elapsed in a year of 365/366 days. All computations of Fees calculated on a per annum basis and interest on LIBOR Loans shall be made by Agent on the basis of a 360-day year, in each case for the actual number of days occurring in the period for which such interest and Fees are payable. The Index Rate is so delivereda floating rate determined for each day. From Each determination by Agent of interest rates and Fees hereunder shall, absent manifest error, be presumptive evidence of the Second Amendment Effective Date correctness of such rates and Fees.
(d) So long as any Event of Default has occurred and is continuing under Section 8.1(a), the interest rates applicable to the first Effective Date next following September 30, 2000, the Applicable Revolver Index Margin, the Applicable Term Loan A Index Margin overdue Loans and the Applicable Acquisition Loan Index Margin, as the case may be, Letter of Credit Fees shall be as increased by two percentage points (2%) per annum above the rates of interest or the rate of such Fees otherwise applicable hereunder (the “Default Rate”), and all outstanding overdue Obligations shall bear interest at the Default Rate applicable to such Obligations. Interest and Letter of Credit Fees at the Default Rate shall accrue from the initial date of such Event of Default until that Event of Default is cured or waived and shall be payable upon demand.
(e) Borrower Representative shall have the option to (i) subject to the conditions precedent set forth in Tier IVSection 2.2, request that any Revolving Credit Advance be made as a LIBOR Loan, (ii) convert at any time all or any part of outstanding Loans (other than the Swing Line Loan) from Index Rate Loans to LIBOR Loans, (iii) convert any LIBOR Loan to an Index Rate Loan upon payment of an administrative fee of $250 and subject to payment of LIBOR breakage costs in accordance with Section 1.13(b) if such conversion is made prior to the expiration of the LIBOR Period applicable thereto, or (iv) continue all or any portion of any Loan (other than the Swing Line Loan) as a LIBOR Loan upon the expiration of the applicable LIBOR Period and the succeeding LIBOR Period of that continued Loan shall commence on the first day after the last day of the LIBOR Period of the Loan to be continued; provided, however, that if a Event of Default exists Borrowers may not convert any Index Rate Loan to a LIBOR Loan or continue any LIBOR Loan as a LIBOR Loan. The Applicable L/C Margin will Any Loan or group of Loans having the same proposed LIBOR Period to be 2.5% per annummade or continued as, or converted into, a LIBOR Loan must be in a minimum amount of $500,000 and integral multiples of $100,000 in excess of such amount. The Applicable Unused Revolver Fee Margin will Any such election must be 0.5% per annummade by 1:00 p.m. (New York time) on the third Business Day prior to (1) the date of any proposed Advance which is to bear interest at the LIBOR Rate, (2) the end of each LIBOR Period with respect to any LIBOR Loans to be continued as such, or (3) the date on which Borrower Representative wishes to convert any Index Rate Loan to a LIBOR Loan for a LIBOR Period designated by Borrower Representative in such election. The Applicable Unused Acquisition Line Fee Margin will be 0.375% per annum.If no election is received with respect to a LIBOR Loan by
Appears in 1 contract
Sources: Credit Agreement (Palace Entertainment Holdings, Inc.)
Interest and Applicable Margins. (a) Borrowers shall pay interest to Revolver Agent, for the ratable benefit of Lenders in accordance with the various Loans being made by each Lender, in arrears on each applicable Interest Payment Date, at the following rates:
: (i) with respect to the Revolving Credit Advances (Revolver A) and Revolving Credit Advances (Revolver B)Advances, the Index Rate plus the Applicable Revolver Index Margin per annum; annum or, at the election of Borrower Representative, the applicable LIBOR Rate plus the Applicable Revolver LIBOR Margin per annum and (ii) with respect to the Term Loan A, the Index Rate plus the Applicable Term Loan A Index Margin per annum; (iii) with respect to Term Loan B, a fixed rate equal to eleven percent (11%) per annum; (iv) with respect to the Acquisition Loan Advances, the Index Rate plus the Applicable Acquisition Loan Index Margin per annum; and (v) with respect to the Swing Line LoansLoan, the Index Rate plus the Applicable Revolver Index Margin per annum. The As of the Restatement Date, the Applicable Margins are as follows: Applicable Revolver Index Margin 0.50 % Applicable Revolver LIBOR Margin 2.50 % Applicable L/C Margin 2.50 % Applicable Unused Line Fee Margin 0.375 % The Applicable Margins (other than the Applicable Unused Line Fee Margin) may be adjusted by reference to the following grids: >$50,000,000 Level I >$35,000,000 but <$50,000,000 Level II >$25,000,000 but <35,000,000 Level III >$25,000,000 Level IV Applicable Revolver Index Margin 0.25 % 0.50 % 0.75 % 1.00 % Applicable Revolver LIBOR Margin 2.25 % 2.50 % 2.75 % 3.00 % Applicable L/C Margin 2.25 % 2.50 % 2.75 % 3.00 % The Applicable Unused Line Fee Margin may be adjusted by reference to the following grids: >$60,000,000 Level I <$60,000,000 Level II Applicable Unused Line Fee Margin 0.30 % 0.375 % Adjustments in the Applicable Margins commencing with the Fiscal Quarter beginning October 1, 2010 shall be implemented quarterly as of the first day of the Fiscal Quarter in which Agent receives delivery of the Borrowing Base Certificate dated and accurate as of the last day of the most recently completed Fiscal Quarter evidencing the need for an adjustment. Concurrently with the delivery of such Borrowing Base Certificate, Borrower Representative shall deliver to Agent and Lenders a certificate, signed by its chief financial officer or treasurer, setting forth in reasonable detail the basis for the continuance of, or any change in, the Applicable Term Loan A Index Margin and the Applicable Acquisition Loan Index MarginMargins, during any period when the Leverage Ratio is at the applicable level set forth belowincluding, will be equal to the corresponding rate per annum set forth below without limitation, a calculation of Average Availability for such Leverage Ratio: Applicable Term Loan A Index Margin and Applicable Applicable Acquisition Tier Leverage Ratio Revolver Index Margin Loan Index Margin ---- -------------- --------------------- ----------------- IV Greater than or equal period. Failure to 3.75 timely deliver such quarter-end Borrowing Base Certificate shall, in addition to 1.00 1.00% 1.50% III Less than 3.75 to 1.00 and greater than or equal 0.75% 1.25% to 3.50 to 1.00 II Less than 3.50 to 1.00 and greater than or equal 0.50% 1.00% to 3.25 to 1.00 I Less than 3.25 to 1.00 0.25% 0.75% The Applicable Revolver Index Marginany other remedy provided for in this Agreement, the Applicable Term Loan A Index Margin and the Applicable Acquisition Loan Index Margin shall be established at the end of each Fiscal Quarter (each, a "Determination Date"). Any change result in an increase in the Applicable Revolver Index Margin, Margins to the Applicable Term Loan A Index Margin or the Applicable Acquisition Loan Index Margin following each Determination Date shall be determined based upon the computations highest level set forth in the Compliance Certificate furnished to the Agents and the Lenders pursuant to Section (b) of Annex Eforegoing grid, subject to review and confirmation of such computations by the Agents, and shall be effective (the "Effective Date") commencing on the first Business Day next following the date such Compliance Certificate is received until the first Business Day day of the first calendar month following the delivery of a Borrowing Base Certificate demonstrating that such an increase is not required. If an Event of Default has occurred and is continuing at the time any reduction in the Applicable Margins is to be implemented, that reduction shall be deferred until the first day of the first calendar month following the date on which such Event of Default is waived or cured.
(b) If any payment on any Loan becomes due and payable on a new Compliance Certificate is delivered; provided however, if the Borrowers shall fail to deliver any such Compliance Certificate within the time period required by Annex E, then the Applicable Revolver Index Marginday other than a Business Day, the Applicable Term Loan A Index Margin and maturity thereof will be extended to the Applicable Acquisition Loan Index Margin, as the case may be, shall be next succeeding Business Day (except as set forth in Tier IV until the appropriate Compliance Certificate definition of LIBOR Period) and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension.
(c) All computations of Fees calculated on a per annum basis and interest shall be made by Agent on the basis of a 360-day year, in each case for the actual number of days occurring in the period for which such interest and Fees are payable. The Index Rate is a floating rate determined for each day. Each determination by Agent of interest rates and Fees hereunder shall be presumptive evidence of the correctness of such rates and Fees.
(d) So long as an Event of Default has occurred and is continuing under Section 8.1(a), (h) or (i), or so delivered. From long as any other Event of Default has occurred and is continuing and at the Second Amendment Effective Date election of Agent (or upon the written request of Requisite Lenders) confirmed by written notice from Agent to Borrower Representative, the interest rates applicable to the first Effective Date next following September 30, 2000, the Applicable Revolver Index Margin, the Applicable Term Loan A Index Margin Loans and the Applicable Acquisition Loan Index Margin, as the case may be, Letter of Credit Fees shall be as increased by two percentage points (2%) per annum above the rates of interest or the rate of such Fees otherwise applicable hereunder unless Agent or Requisite Lenders elect to impose a smaller increase (the “Default Rate”), and all outstanding Obligations shall bear interest at the Default Rate applicable to such Obligations. Interest and Letter of Credit Fees at the Default Rate shall accrue from the initial date of such Event of Default until that Event of Default is cured or waived and shall be payable upon demand.
(e) Subject to the conditions precedent set forth in Tier IVSection 2.2, Borrower Representative shall have the option to (i) request that any Revolving Credit Advance be made as a LIBOR Loan, (ii) convert at any time all or any part of outstanding Loans (other than the Swing Line Loan) from Index Rate Loans to LIBOR Loans, (iii) convert any LIBOR Loan to an Index Rate Loan subject to payment of LIBOR breakage costs in accordance with Section 1.13(b) if such conversion is made prior to the expiration of the LIBOR Period applicable thereto, or (iv) continue all or any portion of any Loan (other than the Swing Line Loan) as a LIBOR Loan upon the expiration of the applicable LIBOR Period and the succeeding LIBOR Period of that continued Loan shall commence on the first day after the last day of the LIBOR Period of the Loan to be continued. The Applicable LAny Loan or group of Loans having the same proposed LIBOR Period to be made or continued as, or converted into, a LIBOR Loan must be in a minimum amount of $5,000,000 and integral multiples of $500,000 in excess of such amount. Any such election must be made by 11:00 a.m. (Chicago time) on the Third Business Day prior to (1) the date of any proposed Advance which is to bear interest at the LIBOR Rate, (2) the end of each LIBOR Period with respect to any LIBOR Loans to be continued as such, or (3) the date on which Borrower Representative wishes to convert any Index Rate Loan to a LIBOR Loan for a LIBOR Period designated by Borrower Representative in such election. If no election is received with respect to a LIBOR Loan by 11:00 a.m. (Chicago time) on the Third Business Day prior to the end of the LIBOR Period with respect thereto (or if a Default or an Event of Default has occurred and is continuing or the additional conditions precedent set forth in Section 2.2 shall not have been satisfied), that LIBOR Loan shall be converted to an Index Rate Loan at the end of its LIBOR Period. Borrower Representative must make such election by notice to Agent in writing, by telecopy or overnight courier. In the case of any conversion or continuation, such election must be made pursuant to a written notice (a “Notice of Conversion/C Margin will Continuation”) in the form of Exhibit 1.5(e).
(f) Notwithstanding anything to the contrary set forth in this Section 1.5, if a court of competent jurisdiction determines in a final order that the rate of interest payable hereunder exceeds the highest rate of interest permissible under law (the “Maximum Lawful Rate”), then so long as the Maximum Lawful Rate would be 2.5% per annumso exceeded, the rate of interest payable hereunder shall be equal to the Maximum Lawful Rate; provided, however, that if at any time thereafter the rate of interest payable hereunder is less than the Maximum Lawful Rate, Borrowers shall continue to pay interest hereunder at the Maximum Lawful Rate until such time as the total interest received by Agent, on behalf of Lenders, is equal to the total interest that would have been received had the interest rate payable hereunder been (but for the operation of this paragraph) the interest rate payable since the Restatement Date as otherwise provided in this Agreement. The Applicable Unused Revolver Fee Margin will be 0.5% per annum. The Applicable Unused Acquisition Line Fee Margin will be 0.375% per annumIn no event shall the total interest received by any Lender pursuant to the terms hereof exceed the amount that such Lender could lawfully have received had the interest due hereunder been calculated for the full term hereof at the Maximum Lawful Rate.
Appears in 1 contract
Interest and Applicable Margins. (a) Borrowers shall pay ------------------------------- interest to Revolver Administrative Agent, for the ratable benefit of Lenders in accordance with the various Loans being made by each Lender, in arrears on each applicable Interest Payment Date, at the following rates:
: (i) with respect to the Revolving Credit Advances (Advances, the Index Rate plus the Applicable Revolver A) and Index Margin per annum or, at the election of Borrower Representative, the applicable LIBOR Rate plus the Applicable Revolver LIBOR Margin per annum, based on the aggregate Revolving Credit Advances outstanding from time to time and (Revolver B)ii) with respect to the Swing Line Loan, the Index Rate plus the Applicable Revolver Index Margin per annum; .
(i) the fifth Business ----------------------- Day after delivery of Parent's audited Financial Statements to Lenders for the Fiscal Year ending January 31, 1998 or (ii) the first day on which the Fixed Asset Availability is permanently reduced by an amount equal to 33 1/3% of the Maximum Fixed Asset Availability as of the Closing Date. Adjustments in Applicable Margins will be determined by reference to the following grids: If Interest Level of Coverage Ratio is: Applicable Margins: ----------------- ------------------ greater than 3.5:1.0 Level I greater than 2.75:1.0, but less than or equal to 3.5:1.0 Level II greater than 2.5:1.0, but less than or equal to 2.75:1.0 Level III greater than 2.0:1.0, but less than or equal to 2.5:1.0 Level IV less than 2.0:1.0 Level V Applicable Margins ------------------ Level I Level II Level III Level IV Level V ------- -------- --------- -------- ------- Applicable Revolver 0.25% 0.50% 0.75% 1.00% 1.25% Index Margin Applicable Revolver LIBOR 1.75% 2.00% 2.25% 2.50% 2.75% Margin Notwithstanding the foregoing, the Applicable Margins with respect to the Term Loan Aaggregate amount of Advances outstanding on any date in excess of the Aggregate Borrowing Base, the Index Rate plus the Applicable Term Loan A Index Margin per annum; (iii) as of such date, determined with respect reference solely to Term Loan B, a fixed rate equal to eleven percent (11%) per annum; (iv) with respect to the Acquisition Loan Advances, the Index Rate plus the Applicable Acquisition Loan Index Margin per annum; and (v) with respect to the Swing Line Loans, the Index Rate plus the Applicable Revolver Index Margin per annum. The Applicable Revolver Index Margin, the Applicable Term Loan A Index Margin and the Applicable Acquisition Loan Index Margin, during any period when the Leverage Ratio is at the applicable level set forth below, will Eligible Inventory shall be equal to the corresponding rate per annum set then otherwise Applicable Margin plus .50% All adjustments in the Applicable Margins after the Initial Adjustment Date will be implemented quarterly on a prospective basis, for each calendar month commencing after the date of delivery to Lenders of the quarterly unaudited or annual audited (as applicable) Financial Statements of Parent evidencing the need for an adjustment. Concurrently with the delivery of those Financial Statements, Borrower Representative shall deliver to Administrative Agent and Lenders a certificate, signed by its chief financial officer, setting forth below in reasonable detail the basis for such Leverage Ratio: Applicable Term Loan A Index Margin and Applicable Applicable Acquisition Tier Leverage Ratio Revolver Index Margin Loan Index Margin ---- -------------- --------------------- ----------------- IV Greater than the continuance of, or equal to 3.75 to 1.00 1.00% 1.50% III Less than 3.75 to 1.00 and greater than or equal 0.75% 1.25% to 3.50 to 1.00 II Less than 3.50 to 1.00 and greater than or equal 0.50% 1.00% to 3.25 to 1.00 I Less than 3.25 to 1.00 0.25% 0.75% The Applicable Revolver Index Marginany change in, the Applicable Term Loan A Index Margin and the Applicable Acquisition Loan Index Margin shall be established at the end of each Fiscal Quarter (eachMargins. Failure to deliver such Financial Statements shall, a "Determination Date"). Any change in addition to any other remedy provided for in this Agreement, result in an increase in the Applicable Revolver Index Margin, Margins to the Applicable Term Loan A Index Margin or the Applicable Acquisition Loan Index Margin following each Determination Date shall be determined based upon the computations highest level set forth in the Compliance Certificate furnished to the Agents and the Lenders pursuant to Section (b) of Annex Eforegoing grid, subject to review and confirmation of such computations by the Agents, and shall be effective (the "Effective Date") commencing on the first Business Day next following the date such Compliance Certificate is received until the first Business Day day of the first calendar month following the delivery of those Financial Statements demonstrating that such an increase is not required. If an Event of Default shall have occurred or be continuing at the time any reduction in the Applicable Margins is to be implemented, that reduction shall be deferred until the first day of the first calendar month following the date on which such Event of Default is waived or cured.
(b) If any payment on any Loan becomes due and payable on a new Compliance Certificate is delivered; provided however, if the Borrowers shall fail to deliver any such Compliance Certificate within the time period required by Annex E, then the Applicable Revolver Index Marginday other than a Business Day, the Applicable Term Loan A Index Margin and maturity thereof will be extended to the Applicable Acquisition Loan Index Margin, as the case may be, shall be next succeeding Business Day (except as set forth in Tier IV until the appropriate Compliance Certificate is so delivereddefinition of LIBOR Period) and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension.
(c) All computations of Fees calculated on a per annum basis and interest shall be made by Administrative Agent on the basis of a three hundred and sixty (360) day year, in each case for the actual number of days occurring in the period for which such interest and Fees are payable. From The Index Rate shall be determined each day based upon the Second Amendment Effective Date Index Rate as in effect each day. Each determination by Administrative Agent of an interest rate hereunder shall be conclusive, absent error.
(d) So long as any Event of Default shall have occurred and be continuing, and at the election of Administrative Agent (or upon the written request of Requisite Lenders) confirmed by written notice from Administrative Agent to Borrower Representative, the interest rates applicable to the first Effective Date next following September 30, 2000, the Applicable Revolver Index Margin, the Applicable Term Loan A Index Margin Loans and the Applicable Acquisition Loan Index Margin, as the case may be, Letter of Credit Fees shall be increased by two percentage points (2%) per annum above the rates of interest or the rate of such Fees otherwise applicable hereunder ("Default Rate"), and all outstanding Obligations shall bear interest ------------ at the Default Rate applicable to such Obligations. Interest and Letter of Credit Fees at the Default Rate shall accrue from the initial date of such Event of Default until that Event of Default is cured or waived and shall be payable upon demand.
(e) So long as no Default or Event of Default shall have occurred and be continuing, and subject to the additional conditions precedent set forth in Tier IVSection 2.2, Borrower Representative shall have the option to (i) request that ----------- any Revolving Credit Advances be made as a LIBOR Loan, (ii) convert at any time all or any part of outstanding Loans (other than the Swing Line Loan) from Index Rate Loans to LIBOR Loans, (iii) convert any LIBOR Loan to an Index Rate Loan, subject to payment of LIBOR breakage costs in accordance with Section 1.13(b) if --------------- such conversion is made prior to the expiration of the LIBOR Period applicable thereto, or (iv) continue all or any portion of any Loan (other than the Swing Line Loan) as a LIBOR Loan upon the expiration of the applicable LIBOR Period and the succeeding LIBOR Period of that continued Loan shall commence on the last day of the LIBOR Period of the Loan to be continued. Any Loan to be made or continued as, or converted into, a LIBOR Loan must be in a minimum amount of $10,000,000 and integral multiples of $1,000,000 in excess of such amount. Any such election must be made by 11:00 a.m. (New York time) on the third (3rd) Business Day prior to (1) the date of any proposed Advance which is to bear interest at the LIBOR Rate, (2) the end of each LIBOR Period with respect to any LIBOR Loans to be continued as such, or (3) the date on which Borrower Representative wishes to convert any Index Rate Loan to a LIBOR Loan for a LIBOR Period designated by Borrower Representative in such election. If no election is received with respect to a LIBOR Loan by 11:00 a.m. (New York time) on the third (3rd) Business Day prior to the end of the LIBOR Period with respect thereto (or if a Default or an Event of Default shall have occurred and be continuing or if the additional conditions precedent set forth in Section 2.2 ----------- shall not have been satisfied), that LIBOR Loan shall be converted to an Index Rate Loan at the end of its LIBOR Period. Borrower Representative must make such election by notice to Administrative Agent in writing, by telecopy or overnight courier. In the case of any conversion or continuation, such election must be made pursuant to a written notice (a "Notice of Conversion/Continuation") in the form --------------------------------- of Exhibit 1.5(e). No Loan may be made as or converted into a LIBOR Loan having -------------- a LIBOR Period in excess of one month until the earlier of (i) forty-five (45) days after the Closing Date or (ii) the date on which the Administrative Agent advises Borrower Representative that the primary syndication of the Revolving Loan has been completed and the Administrative Agent agrees to do so promptly after such completion. The Applicable L/C Margin will Borrowers hereby acknowledge and agree that the Borrowers shall be 2.5% per annumresponsible for the payment of all LIBOR funding breakage costs in accordance with Section 1.13(b) during the primary syndication period. The Applicable Unused Revolver Fee Margin will ---------------
(f) Notwithstanding anything to the contrary set forth in this Section ------- 1.5, if a court of competent jurisdiction determines in a final order that the --- rate of interest payable hereunder exceeds the highest rate of interest permissible under law (the "Maximum Lawful Rate"), then so long as the Maximum ------------------- Lawful Rate would be 0.5% per annumso exceeded, the rate of interest payable hereunder shall be equal to the Maximum Lawful Rate; provided, however, that if at any time -------- ------- thereafter the rate of interest payable hereunder is less than the Maximum Lawful Rate, Borrowers shall continue to pay interest hereunder at the Maximum Lawful Rate until such time as the total interest received by Administrative Agent, on behalf of Lenders, is equal to the total interest which would have been received had the interest rate payable hereunder been (but for the operation of this paragraph) the interest rate payable since the Closing Date as otherwise provided in this Agreement. The Applicable Unused Acquisition Line Fee Margin will Thereafter, interest hereunder shall be 0.375% per annumpaid at the rate(s) of interest and in the manner provided in Sections 1.5(a) --------------- through (e) above, unless and until the rate of interest again exceeds the --- Maximum Lawful Rate, and at that time this paragraph shall again apply. In no event shall the total interest received by any Lender pursuant to the terms hereof exceed the amount which such Lender could lawfully have received had the interest due hereunder been calculated for the full term hereof at the Maximum Lawful Rate. If the Maximum Lawful Rate is calculated pursuant to this paragraph, such interest shall be calculated at a daily rate equal to the Maximum Lawful Rate divided by the number of days in the year in which such calculation is made. If, notwithstanding the provisions of this Section 1.5(f), -------------- a court of competent jurisdiction shall finally determine that a Lender has received interest hereunder in excess of the Maximum Lawful Rate, Administrative Agent shall, to the extent permitted by applicable law, promptly apply such excess in the order specified in Section 1.11 and thereafter shall refund any ------------ excess to Borrowers or as a court of competent jurisdiction may otherwise order.
Appears in 1 contract
Interest and Applicable Margins. (a) Borrowers shall pay interest to Revolver Agent, for the ratable benefit of Lenders in accordance with the various Loans being made by each Lender, in arrears on each applicable Interest Payment Date, at the following rates:
: (i) with respect to the Revolving Credit Advances (Revolver A) and Revolving Credit Advances (Revolver B)Advances, the Index Rate plus the Applicable Revolver Index Margin per annum or, at the election of Borrowers, the applicable LIBOR Rate plus the Applicable Revolver LIBOR Margin per annum, based on the aggregate Revolving Credit Advances outstanding from time to time; and (ii) with respect to the Term Loan ALoan, the Index Rate plus the Applicable Term Loan A Index Margin per annum; (iii) with respect to Term Loan Bannum or, a fixed rate equal to eleven percent (11%) per annum; (iv) with respect to at the Acquisition Loan Advanceselection of Borrowers, the Index applicable LIBOR Rate plus the Applicable Acquisition Term Loan Index LIBOR Margin per annum; and (v) with respect to . As of the Swing Line LoansClosing Date, the Index Rate plus the Applicable Margins are as follows: Applicable Revolver Index Margin per annum. 2.00 % Applicable Revolver LIBOR Margin 3.00 % Applicable Term Loan Index Margin 2.00 % Applicable Term Loan LIBOR Margin 3.00 % The Applicable Revolver Index MarginMargins shall be adjusted by reference to the following grids: Equal to or greater than 2.50:1.00 2.25 % 3.25 % Equal to or greater than 1.75:1.00 but less than 2.50:1.00 2.00 % 3.00 % Equal to or greater than 1.25:1.00 but less than 1.75:1.00 1.75 % 2.75 % Less than 1.25:1.00 1.50 % 2.50 % Adjustments in the Applicable Margins commencing with the Fiscal Quarter ending September 30, 2008 shall be implemented quarterly on a prospective basis, for each calendar month commencing at least five (5) days after the date of delivery to Lenders of the quarterly unaudited or annual audited (as applicable) Financial Statements evidencing the need for an adjustment. Concurrently with the delivery of those Financial Statements, Borrowers shall deliver to Agent and Lenders a certificate, signed by its chief financial officer, setting forth in reasonable detail the basis for the continuance of, or any change in, the Applicable Term Loan A Index Margin and the Applicable Acquisition Loan Index MarginMargins. Failure to timely deliver such Financial Statements shall, during in addition to any period when the Leverage Ratio is at the applicable level set forth belowother remedy provided for in this Agreement, will be equal to the corresponding rate per annum set forth below for such Leverage Ratio: Applicable Term Loan A Index Margin and Applicable Applicable Acquisition Tier Leverage Ratio Revolver Index Margin Loan Index Margin ---- -------------- --------------------- ----------------- IV Greater than or equal to 3.75 to 1.00 1.00% 1.50% III Less than 3.75 to 1.00 and greater than or equal 0.75% 1.25% to 3.50 to 1.00 II Less than 3.50 to 1.00 and greater than or equal 0.50% 1.00% to 3.25 to 1.00 I Less than 3.25 to 1.00 0.25% 0.75% The Applicable Revolver Index Margin, the Applicable Term Loan A Index Margin and the Applicable Acquisition Loan Index Margin shall be established at the end of each Fiscal Quarter (each, a "Determination Date"). Any change result in an increase in the Applicable Revolver Index Margin, Margins to the Applicable Term Loan A Index Margin or the Applicable Acquisition Loan Index Margin following each Determination Date shall be determined based upon the computations highest level set forth in the Compliance Certificate furnished to the Agents and the Lenders pursuant to Section (b) of Annex Eforegoing grid, subject to review and confirmation of such computations by the Agents, and shall be effective (the "Effective Date") commencing on the first Business Day next following the date such Compliance Certificate is received until the first Business Day day of the first calendar month following the delivery of those Financial Statements demonstrating that such an increase is not required. If an Event of Default has occurred and is continuing at the time any reduction in the Applicable Margins is to be implemented, that reduction shall be deferred until the first day of the first calendar month following the date on which such Event of Default is waived or cured. If, as a new Compliance Certificate is delivered; provided howeverresult of any restatement of or other adjustment to the Financial Statements or for any other reason, if Agent or Requisite Lenders determine that (a) the Leverage Ratio as calculated by Borrowers as of any applicable date was inaccurate and (b) a proper calculation of the Leverage Ratio would have resulted in a higher level of pricing for any period, then Borrowers shall fail automatically and retroactively be obligated to deliver pay to Lenders, and shall pay to Lenders promptly on demand by Agent, an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period.
(b) If any such Compliance Certificate within the time period required by Annex E, then the Applicable Revolver Index Marginpayment on any Loan becomes due and payable on a day other than a Business Day, the Applicable Term Loan A Index Margin and maturity thereof will be extended to the Applicable Acquisition Loan Index Margin, as the case may be, shall be next succeeding Business Day (except as set forth in Tier IV until the appropriate Compliance Certificate definition of LIBOR Period) and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension.
(c) All computations of Fees calculated on a per annum basis and interest shall be made by Agent on the basis of a 360-day year (or, in the case of Index Rate Loans, calculated on the basis of a 365/366-day year), in each case for the actual number of days occurring in the period for which such interest and Fees are payable. The Index Rate is a floating rate determined for each day. Each determination by Agent of an interest rate and Fees hereunder shall be final, binding and conclusive on Borrowers, absent manifest error.
(d) So long as an Event of Default has occurred and is continuing under Section 8.1(a), (h) or (i), or so delivered. From long as any other Event of Default has occurred and is continuing and at the Second Amendment Effective Date election of Agent (or upon the written request of Requisite Lenders) confirmed by written notice from Agent to Borrowers, the interest rates applicable to the first Effective Date next following September 30, 2000, the Applicable Revolver Index Margin, the Applicable Term Loan A Index Margin Loans and the Applicable Acquisition Loan Index Margin, as the case may be, Letter of Credit Fees shall be as increased by two percentage points (2%) per annum above the rates of interest or the rate of such Fees otherwise applicable hereunder (“Default Rate”), and all outstanding Obligations shall bear interest at the Default Rate applicable to such Obligations. Interest and Letter of Credit Fees at the Default Rate shall (x) with respect to any Event of Default under Section 8.1(a), (h) or (i), accrue from the initial date of such Event of Default or (y) with respect to any other Event of Default, accrue from the date of receipt of written notice from Agent of such Event of Default and shall continue until that Event of Default is cured or waived and shall be payable upon demand.
(e) Subject to the terms of Section 1.1(a)(i), Section 1.1(b)(i), this Section 1.5(e) and the conditions precedent set forth in Tier IVSection 2.2, Borrowers shall have the option to (i) request that any Revolving Credit Advance or Delayed Draw Term Loan be made as a LIBOR Loan, (ii) convert at any time all or any part of outstanding Loans from Index Rate Loans to LIBOR Loans, (iii) convert any LIBOR Loan to an Index Rate Loan, subject to payment of LIBOR breakage costs in accordance with Section 1.13(b) if such conversion is made prior to the expiration of the LIBOR Period applicable thereto, or (iv) continue all or any portion of any Loan as a LIBOR Loan upon the expiration of the applicable LIBOR Period and the succeeding LIBOR Period of that continued Loan shall commence on the first day after the last day of the LIBOR Period of the Loan to be continued. The Applicable LAny Loan or group of Loans having the same proposed LIBOR Period to be made or continued as, or converted into, a LIBOR Loan must be in a minimum amount of $500,000 and integral multiples of $100,000 in excess of such amount. Any such election must be made by noon (New York time) on the 3rd Business Day prior to (1) the date of any proposed Advance or Delayed Draw Term Loan which is to bear interest at the LIBOR Rate, (2) the end of each LIBOR Period with respect to any LIBOR Loans to be continued as such, or (3) the date on which Borrowers wish to convert any Index Rate Loan to a LIBOR Loan for a LIBOR Period designated by Borrowers in such election. If no election is received with respect to a LIBOR Loan by noon (New York time) on the 3rd Business Day prior to the end of the LIBOR Period with respect thereto (or if an Event of Default has occurred and is continuing or if the additional conditions precedent set forth in Section 2.2 shall not have been satisfied), that LIBOR Loan shall be converted to an Index Rate Loan at the end of its LIBOR Period. Borrowers must make such election by notice to Agent in writing, by telecopy or overnight courier. In the case of any conversion or continuation, such election must be made pursuant to a written notice (a “Notice of Conversion/C Margin will Continuation”) in the form of Exhibit 1.5(e).
(f) Notwithstanding anything to the contrary set forth in this Section 1.5, if a court of competent jurisdiction determines in a final order that the rate of interest payable hereunder exceeds the highest rate of interest permissible under law (the “Maximum Lawful Rate”), then so long as the Maximum Lawful Rate would be 2.5% per annumso exceeded, the rate of interest payable hereunder shall be equal to the Maximum Lawful Rate; provided, however, that if at any time thereafter the rate of interest payable hereunder is less than the Maximum Lawful Rate, Borrowers shall continue to pay interest hereunder at the Maximum Lawful Rate until such time as the total interest received by Agent, on behalf of Lenders, is equal to the total interest that would have been received had the interest rate payable hereunder been (but for the operation of this paragraph) the interest rate payable since the Closing Date as otherwise provided in this Agreement. The Applicable Unused Revolver Fee Margin will Thereafter, interest hereunder shall be 0.5% per annumpaid at the rate(s) of interest and in the manner provided in Sections 1.5(a) through (e), unless and until the rate of interest again exceeds the Maximum Lawful Rate, and at that time this paragraph shall again apply. The Applicable Unused Acquisition Line Fee Margin will In no event shall the total interest received by any Lender pursuant to the terms hereof exceed the amount that such Lender could lawfully have received had the interest due hereunder been calculated for the full term hereof at the Maximum Lawful Rate. If the Maximum Lawful Rate is calculated pursuant to this paragraph, such interest shall be 0.375% per annumcalculated at a daily rate equal to the Maximum Lawful Rate divided by the number of days in the year in which such calculation is made. If, notwithstanding the provisions of this Section 1.5(f), a court of competent jurisdiction shall finally determine that a Lender has received interest hereunder in excess of the Maximum Lawful Rate, Agent shall, to the extent permitted by applicable law, promptly apply such excess in the order specified in Section 1.11 and thereafter shall refund any excess to Borrowers or as a court of competent jurisdiction may otherwise order.
Appears in 1 contract
Interest and Applicable Margins. (a) The Applicable Borrowers shall pay interest to Revolver the Applicable Agent, for the ratable benefit of the Applicable Lenders in accordance with the various Loans being made by each Lender, in arrears on each applicable Interest Payment Date, at the following rates:
: (i) with respect to the Revolving Credit Advances (Revolver A) and Revolving Credit Advances (Revolver B)Advances, the US Index Rate or the UK Index Rate, as the case may be, plus the Applicable Revolver Index Margin per annum; or in the case of the US Revolving Credit Advances only, at the election of Borrower Representative, the LIBOR Rate plus the Applicable Revolver LIBOR Margin per annum, based on the aggregate Revolving Credit Advances outstanding to such Borrower from time to time; (ii) with respect to the Term Loan ALoan, the US Index Rate plus the Applicable Term Loan A Index Margin per annum; (iii) with respect to Term Loan B, a fixed rate equal to eleven percent (11%) per annum; (iv) with respect to the Acquisition Loan Advances, the Index Rate plus the Applicable Acquisition Loan Index Margin per annum; and (viii) with respect to the Swing Line LoansLoan, the US Index Rate plus the Applicable Revolver Index Margin per annum. The As of the Closing Date, the Applicable Margins are as follows: Applicable Revolver Index MarginMargin 0.75 % Applicable Revolver LIBOR Margin 3.00 % Applicable Term Loan Index Margin 6.00 % Applicable L/C Margin 2.00 % The Applicable Margins shall be adjusted (up or down) prospectively on a quarterly basis as determined by Borrowers’ consolidated financial performance, commencing with the first day of the first calendar month that occurs more than 5 days after delivery of Borrowers’ quarterly Financial Statements to Lenders for the Fiscal Quarter ending in April, 2003. Adjustments in Applicable Margins shall be determined by reference to the following grids: >1.50:1.0 Level I ³1.50: 1.0, but ³ 1.25: 1.0 Level II <1.25:1.0 Level III Applicable Revolver Index Margin 0.25 % 0.75 % 1.25 % Applicable Revolver LIBOR Margin 2.50 % 3.00 % 3.50 % Applicable Term Loan Index Margin 5.50 % 6.00 % 6.50 % Applicable L/C Margin 1.50 % 2.00 % 2.50 % All adjustments in the Applicable Margins after April, 2003 shall be implemented quarterly on a prospective basis based on the Fixed Charge Coverage Ratio for Parent and its Subsidiaries on a consolidated basis for the 13 Fiscal Periods then ended, for each calendar month commencing at least 5 days after the date of delivery to Lenders of the quarterly unaudited Financial Statements evidencing the need for an adjustment. Concurrently with the delivery of those Financial Statements, Borrower Representative shall deliver to Agents and Lenders a certificate, signed by a Financial Officer, setting forth in reasonable detail the basis for the continuance of, or any change in, the Applicable Term Loan A Index Margin and Margins. Borrowers hereby agree, that if at any time after receipt by the Applicable Acquisition Loan Index MarginAgent of any audited Financial Statements required to be delivered hereunder, during any period when the Leverage Ratio is at Applicable Agent determines in its sole discretion that an unjustified reduction in the applicable level set forth belowApplicable Margin has been granted to Borrowers, will be Borrowers shall pay upon demand therefore an amount equal to the corresponding rate per annum set forth below difference between (i) the interest amount that should have been paid by Borrowers for such Leverage Ratio: Applicable Term Loan A Index Margin and Applicable Applicable Acquisition Tier Leverage Ratio Revolver Index Margin Loan Index Margin ---- -------------- --------------------- ----------------- IV Greater than or equal to 3.75 to 1.00 1.00% 1.50% III Less than 3.75 to 1.00 and greater than or equal 0.75% 1.25% to 3.50 to 1.00 II Less than 3.50 to 1.00 and greater than or equal 0.50% 1.00% to 3.25 to 1.00 I Less than 3.25 to 1.00 0.25% 0.75% The Applicable Revolver Index Margin, the Applicable Term Loan A Index Margin and the Applicable Acquisition Loan Index Margin shall be established at the end of each Fiscal Quarter (each, a "Determination Date"). Any change period but for such unjustified reduction in the Applicable Revolver Index MarginMargin and (ii) the interest amount actually paid by Borrowers for such period. Failure to timely deliver any Financial Statements required in this Section 1.5(a) shall, in addition to any other remedy provided for in this Agreement, result in an increase in the Applicable Term Loan A Index Margin or Margins to the Applicable Acquisition Loan Index Margin following each Determination Date shall be determined based upon the computations highest level set forth in the Compliance Certificate furnished to the Agents and the Lenders pursuant to Section (b) of Annex Eforegoing grid, subject to review and confirmation of such computations by the Agents, and shall be effective (the "Effective Date") commencing on the first Business Day next following the date such Compliance Certificate is received until the first Business Day day of the first calendar month following the delivery of those Financial Statements demonstrating that such an increase is not required. If a Default or Event of Default has occurred and is continuing at the time any reduction in the Applicable Margins is to be implemented, that reduction shall be deferred until the first day of the first calendar month following the date on which such Default or Event of Default is waived or cured.
(b) If any payment on any Loan becomes due and payable on a new Compliance Certificate is delivered; provided however, if the Borrowers shall fail to deliver any such Compliance Certificate within the time period required by Annex E, then the Applicable Revolver Index Marginday other than a Business Day, the Applicable Term Loan A Index Margin and maturity thereof will be extended to the Applicable Acquisition Loan Index Margin, as the case may be, shall be next succeeding Business Day (except as set forth in Tier IV the definition of LIBOR Period) and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension.
(c) All computations of Fees calculated on a per annum basis and interest shall be made by the Applicable Agent on the basis of a 360-day year, in each case for the actual number of days occurring in the period for which such interest and Fees are payable. Each of the US Index Rate and UK Index Rate is a floating rate determined for each day. Each determination by the Applicable Agent of an interest rate and Fees hereunder shall be presumptively true, absent manifest error.
(d) So long as an Event of Default has occurred and is continuing under Section 8.1(a), (h) or (i) or so long as any other Event of Default has occurred and is continuing and at the election of the Applicable Agent (or upon the written request of Requisite Lenders) confirmed by written notice from the Applicable Agent to Borrower Representative or UK Borrower, as applicable, the interest rates applicable to the Loans and the Letter of Credit Fees (but not the Unused Line Fee) shall be increased by two percentage points (2%) per annum above the rates of interest or the rate of such Letter of Credit Fees otherwise applicable hereunder (“Default Rate”), and all outstanding Obligations shall bear interest at the Default Rate applicable to such Obligations. Interest and Letter of Credit Fees at the Default Rate shall accrue from the initial date of such Event of Default until that Event of Default is cured or waived and shall be payable upon demand.
(e) Subject to the conditions precedent set forth in Section 2.2, Borrower Representative shall have the option to (i) request that any US Revolving Credit Advance be made as a LIBOR Loan, (ii) convert at any time all or any part of outstanding US Revolving Loans (other than the Swing Line Loan) from US Index Rate Loans to LIBOR Loans, (iii) convert any LIBOR Loan to a US Index Rate Loan, subject to payment of LIBOR breakage costs in accordance with Section 1.12(b) if such conversion is made prior to the expiration of the LIBOR Period applicable thereto, or (iv) continue all or any portion of any US Revolving Loan (other than the Swing Line Loan) as a LIBOR Loan upon the expiration of the applicable LIBOR Period and the succeeding LIBOR Period of that continued Loan shall commence on the first day after the last day of the LIBOR Period of the Loan to be continued. Any Loan or group of Loans having the same proposed LIBOR Period to be made or continued as, or converted into, a LIBOR Loan must be in a minimum amount of $2,500,000 and integral multiples of $1,000,000 in excess of such amount. Any such election must be made by 11:00 a.m. (California time) on the 3rd Business Day prior to (1) the date of any proposed Advance which is to bear interest at the LIBOR Rate, (2) the end of each LIBOR Period with respect to any LIBOR Loans to be continued as such, or (3) the date on which Borrower Representative wishes to convert any US Index Rate Loan to a LIBOR Loan for a LIBOR Period designated by Borrower Representative in such election. If no election is received with respect to a LIBOR Loan by 11:00 a.m. (California time) on the 3rd Business Day prior to the end of the LIBOR Period with respect thereto (or if a Default or an Event of Default has occurred and is continuing or if the additional conditions precedent set forth in Section 2.2 shall not have been satisfied), that LIBOR Loan shall be converted to a US Index Rate Loan at the end of its LIBOR Period. Borrower Representative must make such election by notice to US Agent in writing, by telecopy or overnight courier. In the case of any conversion or continuation, such election must be made pursuant to a written notice (a “Notice of Conversion/Continuation”) in the form of Exhibit 1.5(e).
(f) Notwithstanding anything to the contrary set forth in this Section 1.5, if a court of competent jurisdiction determines in a final order that the rate of interest payable by a Borrower hereunder exceeds the highest rate of interest permissible under law (the “Maximum Lawful Rate”), then so long as the Maximum Lawful Rate would be so exceeded, the rate of interest payable hereunder by such Borrower shall be equal to the Maximum Lawful Rate; provided, however, that if at any time thereafter the rate of interest payable hereunder is less than the Maximum Lawful Rate, Borrowers shall continue to pay interest hereunder at the Maximum Lawful Rate until such time as the total interest received by the Applicable Agent, on behalf of the Applicable Lenders, is equal to the total interest that would have been received had the interest rate payable hereunder been (but for the operation of this paragraph) the interest rate payable since the Closing Date as otherwise provided in this Agreement. Thereafter, interest hereunder shall be paid at the rate(s) of interest and in the manner provided in Sections 1.5(a) through (e), unless and until the appropriate Compliance Certificate is so deliveredrate of interest again exceeds the Maximum Lawful Rate, and at that time this paragraph shall again apply. From In no event shall the Second Amendment Effective Date total interest received by any Lender pursuant to the first Effective Date next following September 30terms hereof exceed the amount that such Lender could lawfully have received had the interest due hereunder been calculated for the full term hereof at the Maximum Lawful Rate. If the Maximum Lawful Rate is calculated pursuant to this paragraph, 2000such interest shall be calculated at a daily rate equal to the Maximum Lawful Rate divided by the number of days in the year in which such calculation is made. If, notwithstanding the provisions of this Section 1.5(f), a court of competent jurisdiction shall finally determine that a Lender has received interest hereunder in excess of the Maximum Lawful Rate, the Applicable Revolver Index MarginAgent shall, to the extent permitted by applicable law, promptly apply such excess in the order specified in Section 1.10 and thereafter shall refund any excess to the Applicable Term Loan A Index Margin and the Applicable Acquisition Loan Index Margin, Borrower or as the case a court of competent jurisdiction may be, shall be as set forth in Tier IV. The Applicable L/C Margin will be 2.5% per annum. The Applicable Unused Revolver Fee Margin will be 0.5% per annum. The Applicable Unused Acquisition Line Fee Margin will be 0.375% per annumotherwise order.
Appears in 1 contract
Sources: Credit Agreement (Westaff Inc)
Interest and Applicable Margins. (a) Borrowers shall pay interest to Revolver Agent, for the ratable benefit of Lenders and the Fronting Lender in accordance with the various Loans being made by each Lender and the Fronting Lender, in arrears on each applicable Interest Payment Date, at the following rates:
: (i) with respect to the Dollar Revolving Credit Advances (Revolver A) and Revolving Credit Advances (Revolver B)Advances, the Dollar Index Rate plus the Applicable Dollar Revolver Index Margin per annum or, at the election of Borrower Representative, the applicable Dollar LIBOR Rate plus the Applicable Dollar Revolver LIBOR Margin per annum; , (ii) with respect to the Term Loan ASterling Revolving Credit Advances, the Index applicable Sterling LIBOR Rate plus the Applicable Term Loan A Index Sterling Revolver LIBOR Margin per annum; annum plus the Mandatory Cost, (iii) with respect to Term Loan BSwing Line Advances denominated in Dollars, a fixed rate equal to eleven percent (11%) the Dollar Index Rate plus the Applicable Dollar Revolver Index Margin per annum; annum and (iv) with respect to the Acquisition Loan AdvancesSwing Line Advances denominated in Sterling, the Sterling Index Rate plus the Applicable Acquisition Loan Index Margin per annum; and (v) with respect to the Swing Line Loans, the Index Rate plus the Applicable Sterling Revolver Index Margin per annum. The Applicable Revolver Index MarginAs of the ClosingFourth Amendment Effective Date, the Applicable Term Loan A Index Margin and the Applicable Acquisition Loan Index Margin, during any period when the Leverage Ratio is at the applicable level set forth below, will be equal to the corresponding rate per annum set forth below for such Leverage RatioMargins are as follows: Applicable Term Loan A Index Margin and Applicable Applicable Acquisition Tier Leverage Ratio Dollar Revolver Index Margin Loan 3.001.50% Applicable Dollar Revolver LIBOR Margin 4.002.50% Applicable Sterling Revolver Index Margin ---- -------------- --------------------- ----------------- IV Greater than or equal to 3.75 to 1.00 1.003.001.50% 1.50Applicable Sterling Revolver LIBOR Margin 4.002.50% III Less than 3.75 to 1.00 and greater than or equal 0.75Applicable L/C Margin 4.002.50% 1.25% to 3.50 to 1.00 II Less than 3.50 to 1.00 and greater than or equal 0.50% 1.00% to 3.25 to 1.00 I Less than 3.25 to 1.00 0.25% 0.75Applicable Unused Line Fee Margin 1.000.625% The Applicable Margins shall be adjusted by reference to the following grids: < 25% Level I >25% but < 75% Level II >75% Level III Applicable Dollar Revolver Index Margin, the Margin 3.001.50% 3.251.75% 3.502.00% Applicable Term Loan A Dollar Revolver LIBOR Margin 4.002.50% 4.252.75% 4.503.00% Applicable Sterling Revolver Index Margin and the 3.001.50% 3.251.75% 3.502.00% Applicable Acquisition Loan Index Sterling Revolver LIBOR Margin shall be established at the end of each Fiscal Quarter (each, a "Determination Date"). Any change 4.002.50% 4.252.75% 4.503.00% Applicable L/C Margin 4.002.50% 4.252.75% 4.503.00% Adjustments in the Applicable Revolver Index Margin, the Applicable Term Loan A Index Margin or the Applicable Acquisition Loan Index Margin following each Determination Date Margins shall be determined based upon implemented each Business Day. If an Event of Default has occurred and is continuing at the computations set forth time any reduction in the Compliance Certificate furnished such Applicable Margins is to the Agents and the Lenders pursuant to Section (b) of Annex Ebe implemented, subject to review and confirmation of such computations by the Agents, and that reduction shall be effective (the "Effective Date") commencing on the first Business Day next following the date such Compliance Certificate is received deferred until the first Business Day following the date on which such Event of Default is waived or cured.
(b) If any payment on any Loan becomes due and payable on a new Compliance Certificate is delivered; provided however, if the Borrowers shall fail to deliver any such Compliance Certificate within the time period required by Annex E, then the Applicable Revolver Index Marginday other than a Business Day, the Applicable Term Loan A Index Margin and maturity thereof will be extended to the Applicable Acquisition Loan Index Margin, as the case may be, shall be next succeeding Business Day (except as set forth in Tier IV until the appropriate Compliance Certificate definition of LIBOR Period) and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension.
(c) All computations of Fees calculated on a per annum basis and interest on all Loans denominated in Dollars shall be made by Agent on the basis of a 360-day year, in each case for the actual number of days occurring in the period for which such interest and Fees are payable. All computations of interest on all Loans denominated in Sterling shall be made by Agent on the basis of a 365-day year for the actual number of days occurring in the period for which such interest is payable. The Dollar Index Rate and the Sterling Index Rate are floating rates determined for each day. Each determination by Agent of an interest rate and Fees hereunder shall be presumptive evidence of the correctness of such rates and Fees.
(d) So long as an Event of Default has occurred and is continuing under Section 8.1(a), (g) or (h) or so delivered. From long as any other Event of Default has occurred and is continuing and at the Second Amendment Effective Date election of Agent (or upon the written request of Requisite Lenders) confirmed by written notice from Agent to Borrower Representative, the interest rates applicable to the first Effective Date next following September 30, 2000, the Applicable Revolver Index Margin, the Applicable Term Loan A Index Margin Loans and the Applicable Acquisition Loan Index Margin, as the case may be, Letter of Credit Fees shall be as set forth in Tier IV. The Applicable L/C Margin will be 2.5% increased by two percentage points (2%) per annum. The Applicable Unused Revolver Fee Margin will be 0.5% per annum. The Applicable Unused Acquisition Line Fee Margin will be 0.375% per annum.annum above the rates of interest or the rate of such Fees otherwise applicable hereunder (the “Default Rate”), and all outstanding Obligations shall bear interest at the Default Rate applicable to such
Appears in 1 contract
Sources: Credit Agreement (Sothebys)
Interest and Applicable Margins. (a) Borrowers Borrower shall pay interest to Revolver Agent, for the ratable benefit of Lenders in accordance with the various Loans being made by each Lender, in arrears on each applicable Interest Payment Date, at the following rates:
: (i) with respect to the Revolving Credit Advances (Revolver A) and Revolving Credit Advances (Revolver B)Advances, the Index Rate plus the Applicable Revolver Index Margin per annum or, at the election of Borrower, the applicable LIBOR Rate plus the Applicable Revolver LIBOR Margin per annum, based on the aggregate Revolving Credit Advances outstanding from time to time; (ii) with respect to the Term Loan ALoan, the Index Rate plus the Applicable Term Loan A Index Margin per annum; (iii) with respect to Term Loan Bannum or, a fixed rate equal to eleven percent (11%) per annum; (iv) with respect to at the Acquisition Loan Advanceselection of Borrower, the Index applicable LIBOR Rate plus the Applicable Acquisition Term Loan Index LIBOR Margin per annum; and (viii) with respect to the Swing Line LoansLoan, the Index Rate plus the Applicable Revolver Index Margin per annum. The As of the Second Restatement Amendment Date, the Applicable Margins are as follows: Applicable Revolver Index MarginMargin 3.00 % Applicable Revolver LIBOR Margin 4.00 % Applicable Term Loan Index Margin 3.00 % Applicable Term Loan LIBOR Margin 4.00 % The Applicable Margins shall be adjusted by reference to the following grids: If Consolidated Senior Leverage Ratio is: Level of Applicable Margins: ≥ 3.50:1.0 Level I <3.50:1.0, but ≥ 3.00:1.0 Level II <3.00:1.0, but ≥ 2.50:1.0 Level III <2.50:1.0 ▇▇▇▇▇ ▇▇ Applicable Revolver Index Margin 3.25 % 3.00 % 2.75 % 2.50 % Applicable Revolver LIBOR Margin 4.25 % 4.00 % 3.75 % 3.50 % Applicable Term Loan Index Margin 3.25 % 3.00 % 2.75 % 2.50 % Applicable Term Loan LIBOR Margin 4.25 % 4.00 % 3.75 % 3.50 % Adjustments in the Applicable Margins commencing with the Fiscal Quarter ending September 30, 2008 shall be implemented quarterly on a prospective basis, for each calendar month commencing no later than five (5) days after the date of delivery to Lenders of the quarterly unaudited or annual audited (as applicable) Financial Statements evidencing the need for an adjustment (as required in Annex E or otherwise). Concurrently with the delivery of those Financial Statements, Borrower shall deliver to Agent and Lenders a certificate, signed by its chief financial officer, setting forth in reasonable detail the basis for the continuance of, or any change in, the Applicable Term Loan A Index Margin and the Applicable Acquisition Loan Index MarginMargins. Failure to deliver such Financial Statements timely shall, during in addition to any period when the Leverage Ratio is at the applicable level set forth belowother remedy provided for in this Agreement, will be equal to the corresponding rate per annum set forth below for such Leverage Ratio: Applicable Term Loan A Index Margin and Applicable Applicable Acquisition Tier Leverage Ratio Revolver Index Margin Loan Index Margin ---- -------------- --------------------- ----------------- IV Greater than or equal to 3.75 to 1.00 1.00% 1.50% III Less than 3.75 to 1.00 and greater than or equal 0.75% 1.25% to 3.50 to 1.00 II Less than 3.50 to 1.00 and greater than or equal 0.50% 1.00% to 3.25 to 1.00 I Less than 3.25 to 1.00 0.25% 0.75% The Applicable Revolver Index Margin, the Applicable Term Loan A Index Margin and the Applicable Acquisition Loan Index Margin shall be established at the end of each Fiscal Quarter (each, a "Determination Date"). Any change result in an increase in the Applicable Revolver Index Margin, Margins to the Applicable Term Loan A Index Margin or the Applicable Acquisition Loan Index Margin following each Determination Date shall be determined based upon the computations highest level set forth in the Compliance Certificate furnished to the Agents and the Lenders pursuant to Section (b) of Annex Eforegoing grid, subject to review and confirmation of such computations by the Agents, and shall be effective (the "Effective Date") commencing on the first Business Day next following the date such Compliance Certificate is received until the first Business Day day of the first calendar month following the delivery of those Financial Statements demonstrating that such an increase is not required. If a Default or an Event of Default has occurred and is continuing at the time any reduction in the Applicable Margins is to be implemented, that reduction shall be deferred until the first day of the first calendar month following the date on which such Default or Event of Default is waived or cured.
(b) If any payment on any Loan becomes due and payable on a new Compliance Certificate day other than a Business Day, the maturity thereof will be extended to the next succeeding Business Day (except as set forth in the definition of LIBOR Period) and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension.
(c) All computations of Fees calculated on a per annum basis and interest shall be made by Agent on the basis of a 360-day year (or, in the case of interest on Index Rate Loans, a 365 or 366 day year, as applicable), in each case for the actual number of days occurring in the period for which such interest and Fees are payable. The Index Rate is delivered; provided howevera floating rate determined for each day. Each determination by Agent of an interest rate and Fees hereunder shall be final, if binding and conclusive on Borrower, absent manifest error.
(d) So long as an Event of Default has occurred and is continuing, the Borrowers interest rates applicable to the Loans shall fail be increased by two percentage points (2%) per annum above the rates of interest otherwise applicable hereunder ("Loan Default Rate"), and all outstanding Loans shall bear interest at the Loan Default Rate applicable to deliver any such Compliance Certificate within Loans. Interest at the time period required by Annex ELoan Default Rate shall accrue from the initial date of such Event of Default until that Event of Default is cured or waived and shall be payable upon demand. Any other amounts payable hereunder (other than the Loans) or the other Loan Documents that are not paid when due shall bear interest, then from the Applicable Revolver date when due until paid in full, at a rate per annum equal to the Index Margin, Rate plus the Applicable Term Loan A Index Margin plus two percentage points (2%).
(e) So long as no Event of Default has occurred and is continuing, Borrower shall have the option to (i) request that any Revolving Credit Advance be made as a LIBOR Loan, (ii) convert at any time all or any part of outstanding Loans (other than the Swing Line Loan) from Index Rate Loans to LIBOR Loans, (iii) convert any LIBOR Loan to an Index Rate Loan, subject to payment of LIBOR breakage costs in accordance with Section 1.13(b) if such conversion is made prior to the expiration of the LIBOR Period applicable thereto, or (iv) continue all or any portion of any Loan (other than the Swing Line Loan) as a LIBOR Loan upon the expiration of the applicable LIBOR Period and the Applicable Acquisition succeeding LIBOR Period of that continued Loan shall commence on the first day after the last day of the LIBOR Period of the Loan to be continued. Any Loan or group of Loans having the same proposed LIBOR Period to be made or continued as, or converted into, a LIBOR Loan must be in a minimum amount of $1,000,000 and integral multiples of $500,000 in excess of such amount. Any such election must be made by 11:00 a.m. (New York time) on the third Business Day prior to (1) the date of any proposed Advance which is to bear interest at the LIBOR Rate, (2) the end of each LIBOR Period with respect to any LIBOR Loans to be continued as such, or (3) the date on which Borrower wishes to convert any Index MarginRate Loan to a LIBOR Loan for a LIBOR Period designated by Borrower in such election. If no election is received with respect to a LIBOR Loan by 11:00 a.m. (New York time) on the third Business Day prior to the end of the LIBOR Period with respect thereto (or an Event of Default has occurred and is continuing), as that LIBOR Loan shall be converted to an Index Rate Loan at the end of its LIBOR Period. Borrower must make such election by notice to Agent in writing, by telecopy or overnight courier. In the case may beof any conversion or continuation, shall such election must be as made pursuant to a written notice (a "Notice of Conversion/Continuation") in the form of Exhibit 1.5(e).
(f) Notwithstanding anything to the contrary set forth in Tier IV this Section 1.5, if a court of competent jurisdiction determines in a final order that the rate of interest payable hereunder exceeds the highest rate of interest permissible under law (the "Maximum Lawful Rate"), then so long as the Maximum Lawful Rate would be so exceeded, the rate of interest payable hereunder shall be equal to the Maximum Lawful Rate; provided, however, that if at any time thereafter the rate of interest payable hereunder is less than the Maximum Lawful Rate, Borrower shall continue to pay interest hereunder at the Maximum Lawful Rate until such time as the total interest received by Agent, on behalf of Lenders, is equal to the total interest that would have been received had the interest rate payable hereunder been (but for the operation of this paragraph) the interest rate payable since the Original Closing Date as otherwise provided in this Agreement. Thereafter, interest hereunder shall be paid at the rate(s) of interest and in the manner provided in Sections 1.5(a) through (e), unless and until the appropriate Compliance Certificate is so deliveredrate of interest again exceeds the Maximum Lawful Rate, and at that time this paragraph shall again apply. From In no event shall the Second Amendment Effective Date total interest received by any Lender pursuant to the first Effective Date next following September 30terms hereof exceed the amount that such Lender could lawfully have received had the interest due hereunder been calculated for the full term hereof at the Maximum Lawful Rate. If the Maximum Lawful Rate is calculated pursuant to this paragraph, 2000, the Applicable Revolver Index Margin, the Applicable Term Loan A Index Margin and the Applicable Acquisition Loan Index Margin, as the case may be, such interest shall be calculated at a daily rate equal to the Maximum Lawful Rate divided by the number of days in the year in which such calculation is made. If, notwithstanding the provisions of this Section 1.5(f), a court of competent jurisdiction shall finally determine that a Lender has received interest hereunder in excess of the Maximum Lawful Rate, Agent shall, to the extent permitted by applicable law, promptly apply such excess in the order specified in Section 1.11 and thereafter shall refund any excess to Borrower or as set forth in Tier IV. The Applicable L/C Margin will be 2.5% per annum. The Applicable Unused Revolver Fee Margin will be 0.5% per annum. The Applicable Unused Acquisition Line Fee Margin will be 0.375% per annuma court of competent jurisdiction may otherwise order.
Appears in 1 contract
Sources: Credit Agreement (Otelco Inc.)
Interest and Applicable Margins. (a) Borrowers Borrower shall pay interest to Revolver Administrative Agent, for the ratable benefit of Lenders in accordance with the various Loans being made by each Lender, in arrears on each applicable Interest Payment Date, at the following rates:
: (i) with respect to the Revolving Credit Advances (Revolver A) and Revolving Credit Advances (Revolver B), the Index Rate plus the Applicable Revolver Index Margin per annum; (ii) with respect to the Term Loan A, the Index Rate plus the Applicable Term Loan A Index Margin per annum; (iii) with respect to Term Loan B, a fixed rate equal to eleven percent (11%) per annum; (iv) with respect to the Acquisition Loan Advances, the Index Rate plus the Applicable Acquisition Loan Index Margin per annum or, at the election of Borrower, the applicable LIBOR Rate plus the Applicable LIBOR Margin per annum; provided, that Revolving Credit Advances with a LIBOR Period of less than one month shall be paid at the applicable LIBOR Rate plus the Applicable LIBOR Margin plus 0.0625%; and (vii) with respect to the Swing Line LoansLoan, the Index Rate plus the Applicable Revolver Index Margin less the Applicable Unused Line Fee Margin per annum. The Applicable Revolver Index MarginAs of the Restatement Date, the Applicable Term Loan A Margins are as follows: Applicable Index Margin 0.25 % Applicable LIBOR Margin 1.50 % Applicable L/C Margin 1.50 % Applicable Unused Line Fee Margin 0.375 % The Applicable Margins (other than the Applicable Unused Line Fee Margin) may be adjusted by reference to the following grids: Applicable Index Margin 1.25 % 1.00 % 0.75 % 0.50 % 0.25 % Applicable LIBOR Margin 2.50 % 2.25 % 2.00 % 1.75 % 1.50 % Applicable L/C Margin 2.50 % 2.25 % 2.00 % 1.75 % 1.50 % ; provided, (i) if the Consolidated Leverage Ratio set forth in the Applicable Margin Certificate (as defined below), as calculated for the immediately preceding four (4) Fiscal Quarters, shall be less than 2.00 to1.0, the Applicable Margins listed within Levels III and IV above shall be reduced by an additional 0.25%, and (ii) if (A) the Consolidated Leverage Ratio set forth in the Applicable Margin Certificate, as calculated for the immediately preceding four (4) Fiscal Quarters, shall be less than 1.00 to 1.0 and (B) the Average Borrowing Availability is in excess of $150,000,000, then (I) the Applicable Index Margin shall be 0.00% and (II) each of the Applicable LIBOR Margin and the Applicable Acquisition Loan Index Margin, during any period when the Leverage Ratio is at the applicable level set forth below, will be equal to the corresponding rate per annum set forth below for such Leverage Ratio: Applicable Term Loan A Index Margin and Applicable Applicable Acquisition Tier Leverage Ratio Revolver Index Margin Loan Index Margin ---- -------------- --------------------- ----------------- IV Greater than or equal to 3.75 to 1.00 1.00% 1.50% III Less than 3.75 to 1.00 and greater than or equal 0.75% 1.25% to 3.50 to 1.00 II Less than 3.50 to 1.00 and greater than or equal 0.50% 1.00% to 3.25 to 1.00 I Less than 3.25 to 1.00 0.25% 0.75% The Applicable Revolver Index Margin, the Applicable Term Loan A Index Margin and the Applicable Acquisition Loan Index L/C Margin shall be established at 1.25%. The Applicable Unused Line Fee Margin may be adjusted by reference to the end following grids: Applicable Unused Line Fee Margin 0.50 % 0.375 % Adjustments (including those adjustments set forth above) in the Applicable Margins commencing with the calendar month ending June 30, 2005 shall be implemented monthly on a prospective basis, commencing on the date which is two (2) Business Days after the date of each Fiscal Quarter (eachdelivery to the Agents of the Borrowing Base Certificate dated and accurate as of the last day of the most recently completed calendar month evidencing the need for an adjustment, together with a "Determination Date"). Any certificate, to the extent applicable, signed by a Responsible Officer and substantially in the form of Exhibit 1.5(a) attached hereto, setting forth in reasonable detail the basis for any change in the Applicable Revolver Index MarginMargins due solely as a result of the Consolidated Leverage Ratio calculations noted above (the “Applicable Margin Certificate”). Following the delivery of such Borrowing Base Certificate (and the Applicable Margin Certificate, to the extent applicable), Administrative Agent shall notify Borrower, the Applicable Term Loan A Index Margin or other Agent and Lenders of any change in the Applicable Acquisition Loan Index Margin following each Determination Date shall be determined based upon Margins. Failure by Borrower to timely deliver such month-end Borrowing Base Certificate shall, in addition to any other remedy provided for in this Agreement, result in an increase in the computations Applicable Margins to the highest level set forth in the Compliance foregoing grids until the first day of the calendar month following the month in which a month-end Borrowing Base Certificate furnished is delivered demonstrating that such an increase is not required. If an Event of Default has occurred and is continuing at the time any reduction in the Applicable Margins is to be implemented, that reduction shall be deferred until the Agents and first day of the Lenders pursuant to Section first calendar month following the month in which such Event of Default is waived or cured.
(b) If any payment on any Loan becomes due and payable on a day other than a Business Day, the maturity thereof will be extended to the next succeeding Business Day (except as set forth in the definition of Annex ELIBOR Period) and, subject with respect to review and confirmation payments of such computations by the Agentsprincipal, and interest thereon shall be effective payable at the then applicable rate during such extension.
(the "Effective Date"c) commencing All computations of Fees calculated on a per annum basis and interest shall be made by Administrative Agent on the first Business Day next following basis of a 360-day year (except that, with respect to Index Rate Loans the date such Compliance Certificate is received until the first Business Day following the date rate of interest on which a new Compliance Certificate is delivered; provided however, if calculated on the Borrowers shall fail to deliver any such Compliance Certificate within basis of the time period required by Annex E, then the Applicable Revolver Index MarginPrime Rate, the Applicable Term Loan A Index Margin and interest thereon shall be calculated on the Applicable Acquisition Loan Index Marginbasis of a 365-day or 366-day year, as the case may be), in each case for the actual number of days elapsed in the period for which such interest and Fees are payable. The Index Rate is a floating rate determined for each day. Each determination by Administrative Agent of interest rates and Fees hereunder shall be presumptive evidence of the correctness of such rates and Fees.
(d) So long as an Event of Default has occurred and is continuing under Section 8.1(a) or (f), or so long as any other Event of Default has occurred and is continuing and at the election of the Administrative Agent or the Inventory and Receivables Security Agent (or upon the written request of Requisite Lenders) confirmed by written notice from Administrative Agent to Borrower, the interest rates applicable to the Loans and the Letter of Credit Fees shall be increased by two percentage points (2%) per annum above the rates of interest or the rate of such Fees otherwise applicable hereunder unless the Administrative Agent, the Inventory and Receivables Security Agent or Requisite Lenders elect to impose a smaller increase (the “Default Rate”), and all outstanding Obligations shall bear interest at the Default Rate applicable to such Obligations. Interest and Letter of Credit Fees at the Default Rate shall accrue from the initial date of such Event of Default until that Event of Default is cured or waived and shall be payable upon demand.
(e) Subject to the conditions precedent set forth in Tier IV until Section 2.2, Borrower shall have the appropriate Compliance Certificate option to (i) request that any Revolving Credit Advance be made as a LIBOR Loan, (ii) convert at any time all or any part of outstanding Loans (other than the Swing Line Loan) from Index Rate Loans to LIBOR Loans, (iii) convert any LIBOR Loan to an Index Rate Loan, subject to payment of LIBOR breakage costs in accordance with Section 1.13(b) if such conversion is so delivered. From the Second Amendment Effective Date made prior to the first Effective Date next following September 30expiration of the LIBOR Period applicable thereto, 2000, or (iv) continue all or any portion of any Loan (other than the Applicable Revolver Index Margin, Swing Line Loan) as a LIBOR Loan upon the Applicable Term Loan A Index Margin expiration of the applicable LIBOR Period and the Applicable Acquisition succeeding LIBOR Period of that continued Loan shall commence on the first day after the last day of the LIBOR Period of the Loan to be continued. Any Loan or group of Loans having the same proposed LIBOR Period to be made or continued as, or converted into, a LIBOR Loan must be in a minimum amount of $5,000,000 and integral multiples of $1,000,000 in excess of such amount. Any such election must be made by 2:00 p.m. (New York time) on the third Business Day prior to (1) the date of any proposed Advance which is to bear interest at the LIBOR Rate, (2) the end of each LIBOR Period with respect to any LIBOR Loans to be continued as such, or (3) the date on which Borrower wishes to convert any Index Margin, as Rate Loan to a LIBOR Loan for a LIBOR Period designated by Borrower in such election. If no election is received with respect to a LIBOR Loan by 2:00 p.m. (New York time) on the case may be, shall be as third Business Day prior to the end of the LIBOR Period with respect thereto (or if a Default or an Event of Default has occurred and is continuing or the additional conditions precedent set forth in Tier IVSection 2.2 shall not have been satisfied), that LIBOR Loan shall be converted to an Index Rate Loan at the end of its LIBOR Period. The Applicable LBorrower must make such election by notice to Administrative Agent in writing, by telecopy or overnight courier. In the case of any conversion or continuation, such election must be made pursuant to a written notice (a “Notice of Conversion/C Margin will Continuation”) in the form of Exhibit 1.5(e).
(f) Notwithstanding anything to the contrary set forth in this Section 1.5, if a court of competent jurisdiction determines in a final order that the rate of interest payable hereunder exceeds the highest rate of interest permissible under law (the “Maximum Lawful Rate”), then so long as the Maximum Lawful Rate would be 2.5% per annumso exceeded, the rate of interest payable hereunder shall be equal to the Maximum Lawful Rate; provided, however, that if at any time thereafter the rate of interest payable hereunder is less than the Maximum Lawful Rate, Borrower shall continue to pay interest hereunder at the Maximum Lawful Rate until such time as the total interest received by Administrative Agent, on behalf of Lenders, is equal to the total interest that would have been received had the interest rate payable hereunder been (but for the operation of this paragraph) the interest rate payable since the Restatement Date as otherwise provided in this Agreement. The Applicable Unused Revolver Fee Margin will be 0.5% per annum. The Applicable Unused Acquisition Line Fee Margin will be 0.375% per annumIn no event shall the total interest received by any Lender pursuant to the terms hereof exceed the amount that such Lender could lawfully have received had the interest due hereunder been calculated for the full term hereof at the Maximum Lawful Rate.
Appears in 1 contract
Sources: Revolving Loan Agreement (Wheeling Pittsburgh Corp /De/)