Rates of Interest. Subject to the provisions of Sections 2.2E and 2.8 hereof, each Revolving Loan shall bear interest on the unpaid principal amount thereof from the date made through maturity, whether by acceleration or otherwise, at a rate determined by reference to the Base Rate or the Adjusted LIBOR Rate, as the case may be. The applicable basis for determining the rate of interest with respect to Revolving Loans shall be selected by the Borrower initially at the time a Borrowing Certificate is delivered to the Agent pursuant to Section 2.1B hereof. The basis for determining the interest rate with respect to any Revolving Loan may be changed from time to time pursuant to Section 2.2D hereof. If on any day a Revolving Loan is outstanding with respect to which notice has not been delivered to the Agent in accordance with this Loan Agreement specifying the applicable basis for determining the rate of interest on such Revolving Loan then, for that day, that Revolving Loan shall bear interest determined by reference to the Base Rate. Subject to the provisions of Sections 2.2E and 2.8 hereof, Revolving Loans shall bear interest through maturity as follows: (i) if a Base Rate Loan, then at a rate per annum equal to the sum of the Base Rate plus the Applicable Base Rate Margin; provided that, on each Leverage Ratio Determination Date, commencing with the first such date to occur after the Closing Date, the Applicable Base Rate Margin in effect for the Pricing Period commencing on such Leverage Ratio Determination Date and continuing for the term of the Pricing Period that begins on such Leverage Ratio Determination Date shall be the Applicable Base Rate Margin corresponding to the Pricing Level in effect for such Pricing Period, as follows: Applicable Pricing Level Base Rate Margin ------------- ---------------- Pricing Level I 0% Pricing Level II 0% Pricing Level III 0% Pricing Level IV 0% (ii) if a LIBOR Rate Loan, then at a rate per annum equal to the sum of the Adjusted LIBOR Rate plus the Applicable LIBOR Rate Margin; provided that, on each Leverage Ratio Determination Date, commencing with the first such date to occur after the Closing Date, the Applicable LIBOR Rate Margin in effect for the Pricing Period commencing on such Leverage Ratio Determination Date and continuing for the term of the Pricing Period that begins on such Leverage Ratio Determination Date shall be the Applicable LIBOR Rate Margin corresponding to the Pricing Level in effect for such Pricing Period, as follows: Applicable LIBOR Pricing Level Rate Margin ------------- ---------------- Pricing Level I 1/4% Pricing Level II 3/8% Pricing Level III 1/2% Pricing Level IV 3/4% Notwithstanding anything in the foregoing to the contrary, if any Compliance Certificate delivered by the Borrower demonstrating the appropriate Pricing Level shall prove to be incorrect, as determined by reference to a subsequent Compliance Certificate or subsequent publicly filed financial statements of the Borrower or otherwise, such Compliance Certificate shall no longer be in effect, and the Agent shall notify the Borrower of the incorrectness of such Compliance Certificate and the Agent shall calculate the difference (which must be a positive difference, i.e., an underpayment of interest) between the amount of interest actually paid by the Borrower on the basis of such incorrect Compliance Certificate and the amount of interest which would have been due had such incorrect Compliance Certificate not been delivered to the Agent. The Agent shall notify the Borrower of the amount of such difference, if any, in a statement setting forth the method of calculation of such amount, which calculation shall be deemed correct in the absence of demonstrable error, and the Borrower shall pay such amount to the Agent for the account of the Banks within three (3) Business Days after receipt of such notice. Provided, the payment of such amount by the Borrower shall not in and of itself constitute a waiver by the Banks of the Event of Default that has otherwise resulted from the Borrower's delivery of such incorrect Compliance Certificate to the Agent.
Appears in 1 contract
Sources: Loan Agreement (Regal Cinemas Inc)
Rates of Interest. Subject Borrower agrees to the provisions pay interest in respect of Sections 2.2E and 2.8 hereof, each Revolving Loan shall bear interest on the all unpaid principal amount thereof amounts of the Revolver Loans from the date made through respective dates such principal amounts are advanced until paid (whether at stated maturity, whether by on acceleration or otherwise, ) at a variable rate determined by reference per annum equal to the Base Rate or the Adjusted LIBOR Rate, as the case may be. The applicable basis for determining the rate of interest with respect to Revolving Loans shall be selected by the Borrower initially at the time a Borrowing Certificate is delivered to the Agent pursuant to Section 2.1B hereof. The basis for determining the interest rate with respect to any Revolving Loan may be changed from time to time pursuant to Section 2.2D hereof. If on any day a Revolving Loan is outstanding with respect to which notice has not been delivered to the Agent in accordance with this Loan Agreement specifying the applicable basis for determining the rate of interest on such Revolving Loan then, for that day, that Revolving Loan shall bear interest determined by reference to the Base Rate. Subject to the provisions of Sections 2.2E and 2.8 hereof, Revolving Loans shall bear interest through maturity as followsindicated below:
(i) if a Base for Revolver Loans made or outstanding as Prime Rate LoanLoans, then the Prime Rate in effect from time to time plus the Applicable Margin; or
(ii) for Revolver Loans made or outstanding as LIBOR Rate Loans, the relevant Adjusted LIBOR Rate for the applicable Interest Period selected by Borrower in conformity with this Agreement plus the Applicable Margin. Borrower agrees to pay interest in respect of all unpaid principal amounts outstanding with respect to Term Loan Advances from the respective dates such principal amounts are advanced until paid (whether it is stated maturity, on acceleration, or otherwise) at a rate per annum equal to the sum of applicable rate indicated below:
(i) for Term Loan Advances made or outstanding in whole or in part as Prime Rate Loans, the Base Prime Rate in effect from time to time plus the Applicable Base Rate Margin; provided that, on each Leverage Ratio Determination Date, commencing with the first such date to occur after the Closing Date, the Applicable Base Rate Margin in effect for the Pricing Period commencing on such Leverage Ratio Determination Date and continuing for the term of the Pricing Period that begins on such Leverage Ratio Determination Date shall be the Applicable Base Rate Margin corresponding to the Pricing Level in effect for such Pricing Period, as follows: Applicable Pricing Level Base Rate Margin ------------- ---------------- Pricing Level I 0% Pricing Level II 0% Pricing Level III 0% Pricing Level IV 0%or
(ii) if a for Term Loan Advances made or outstanding in whole or in part as LIBOR Rate LoanLoans, then at a rate per annum equal to the sum of relevant Adjusted LIBOR Rate for the applicable Interest Period selected by Borrower in conformity with this Agreement plus the Applicable Margin. Upon determining the Adjusted LIBOR Rate plus for any Interest Period requested by Borrower, Agent shall promptly notify Borrower thereof by telephone and, if so requested by Borrower, confirmed in writing. Such determination shall, absent manifest error, be final, conclusive and binding on all parties and for all purposes. The applicable rate of interest for all Loans bearing interest based upon the Applicable LIBOR Prime Rate Marginshall be increased or decreased, as the case may be, by an amount equal to any increase or decrease in the Prime Rate, with such adjustments to be effective as of the opening of business on the day that any such change in the Prime Rate becomes effective. Interest on each Loan shall accrue from and including the date of such Loan to but excluding the date of any repayment thereof; provided provided, however, that, if a Loan is repaid on each Leverage Ratio Determination Datethe same day made, commencing with one day's interest shall be paid on such Loan. The Prime Rate on the first such date to occur after the Closing Datehereof is 8.50% per annum and, therefore, the Applicable LIBOR Rate Margin rate of interest in effect for hereunder on the Pricing Period commencing on such Leverage Ratio Determination Date and continuing for the term date hereof, expressed in simple interest terms, is 8.50% per annum with respect to any portion of the Pricing Period that begins on such Leverage Ratio Determination Date shall be the Applicable LIBOR Revolver Loans bearing interest as a Prime Rate Margin corresponding Loan and is 8.50% per annum with respect to the Pricing Level in effect for such Pricing Period, as follows: Applicable LIBOR Pricing Level Rate Margin ------------- ---------------- Pricing Level I 1/4% Pricing Level II 3/8% Pricing Level III 1/2% Pricing Level IV 3/4% Notwithstanding anything in the foregoing to the contrary, if any Compliance Certificate delivered by the Borrower demonstrating the appropriate Pricing Level shall prove to be incorrect, as determined by reference to a subsequent Compliance Certificate or subsequent publicly filed financial statements portion of the Borrower or otherwise, such Compliance Certificate shall no longer be in effect, and the Agent shall notify the Borrower of the incorrectness of such Compliance Certificate and the Agent shall calculate the difference (which must be Term Loan Advances bearing interest as a positive difference, i.e., an underpayment of interest) between the amount of interest actually paid by the Borrower on the basis of such incorrect Compliance Certificate and the amount of interest which would have been due had such incorrect Compliance Certificate not been delivered to the Agent. The Agent shall notify the Borrower of the amount of such difference, if any, in a statement setting forth the method of calculation of such amount, which calculation shall be deemed correct in the absence of demonstrable error, and the Borrower shall pay such amount to the Agent for the account of the Banks within three (3) Business Days after receipt of such notice. Provided, the payment of such amount by the Borrower shall not in and of itself constitute a waiver by the Banks of the Event of Default that has otherwise resulted from the Borrower's delivery of such incorrect Compliance Certificate to the AgentPrime Rate Loan.
Appears in 1 contract
Rates of Interest. Subject Borrower agrees to the provisions pay interest in respect of Sections 2.2E and 2.8 hereof, each Revolving Loan shall bear interest on the all unpaid principal amount thereof amounts of the Revolver Loans from the date made through respective dates such principal amounts are advanced until paid (whether at stated maturity, whether by on acceleration or otherwise, at a rate determined by reference to the Base Rate or the Adjusted LIBOR Rate, as the case may be. The applicable basis for determining the rate of interest with respect to Revolving Loans shall be selected by the Borrower initially at the time a Borrowing Certificate is delivered to the Agent pursuant to Section 2.1B hereof. The basis for determining the interest rate with respect to any Revolving Loan may be changed from time to time pursuant to Section 2.2D hereof. If on any day a Revolving Loan is outstanding with respect to which notice has not been delivered to the Agent in accordance with this Loan Agreement specifying the applicable basis for determining the rate of interest on such Revolving Loan then, for that day, that Revolving Loan shall bear interest determined by reference to the Base Rate. Subject to the provisions of Sections 2.2E and 2.8 hereof, Revolving Loans shall bear interest through maturity as follows:
(i) if a Base Rate Loan, then at a rate per annum equal to the sum of applicable rate indicated below:
(i) for Revolver Loans made or outstanding as Base Rate Loans, the Applicable Margin for such Loans plus the Base Rate plus the Applicable Base Rate Margin; provided that, on each Leverage Ratio Determination Date, commencing with the first such date to occur after the Closing Date, the Applicable Base Rate Margin in effect for the Pricing Period commencing on such Leverage Ratio Determination Date and continuing for the term of the Pricing Period that begins on such Leverage Ratio Determination Date shall be the Applicable Base Rate Margin corresponding from time to the Pricing Level in effect for such Pricing Period, as follows: Applicable Pricing Level Base Rate Margin ------------- ---------------- Pricing Level I 0% Pricing Level II 0% Pricing Level III 0% Pricing Level IV 0%time; or
(ii) if a for Revolver Loans made or outstanding as LIBOR Loans, the Applicable Margin for such Loans plus the relevant Adjusted LIBOR Rate Loanfor the applicable Interest Period selected by Borrower in conformity with this Agreement. Borrower agrees to pay interest in respect of all unpaid principal amounts outstanding with respect to Term Loan Advances from the respective dates such principal amounts are advanced until paid (whether at stated maturity, then on acceleration, or otherwise) at a rate per annum equal to the sum of applicable rate indicated below:
(i) for Term Loan Advances made or outstanding in whole or in part as Base Rate Loans, the Applicable Margin for such Loans plus the Base Rate in effect from time to time; or
(ii) for Term Loan Advances made or outstanding in whole or in part as LIBOR Loans, the Applicable Margin for such Loans plus the relevant Adjusted LIBOR Rate for the applicable Interest Period selected by Borrower in conformity with this Agreement. Upon determining the Adjusted LIBOR Rate plus for any Interest Period requested by Borrower, Agent shall promptly notify Borrower thereof by telephone and, if so requested by Borrower, confirm the Applicable same in writing. Such determination shall, absent manifest error, be final, conclusive and binding on all parties and for all purposes. The applicable rate of interest for all Loans (or portions thereof) bearing interest based upon the Base Rate shall be increased or decreased, as the case may be, by an amount equal to any increase or decrease in the Base Rate, with such adjustments to be effective as of the opening of business on the day that any such change in the Base Rate becomes effective. Interest on each Loan shall accrue from and including the date on which such Loan is made, converted to a Loan of another Type or continued as a LIBOR Rate MarginLoan to (but excluding) the date of any repayment thereof; provided provided, however, that, if a Loan is repaid on each Leverage Ratio Determination Datethe same day made, commencing with one day's interest shall be paid on such Loan. The Base Rate on the first such date to occur after the Closing Datehereof is 4.75% per annum and, therefore, the Applicable LIBOR Rate Margin rate of interest in effect for hereunder on the Pricing Period commencing on such Leverage Ratio Determination Date and continuing for the term date hereof, expressed in simple interest terms, is 5.25% per annum with respect to any portion of the Pricing Period that begins on such Leverage Ratio Determination Date shall be the Applicable LIBOR Revolver Loans bearing interest as a Base Rate Margin corresponding Loan and is 5.50% per annum with respect to the Pricing Level in effect for such Pricing Period, as follows: Applicable LIBOR Pricing Level Rate Margin ------------- ---------------- Pricing Level I 1/4% Pricing Level II 3/8% Pricing Level III 1/2% Pricing Level IV 3/4% Notwithstanding anything in the foregoing to the contrary, if any Compliance Certificate delivered by the Borrower demonstrating the appropriate Pricing Level shall prove to be incorrect, as determined by reference to a subsequent Compliance Certificate or subsequent publicly filed financial statements portion of the Borrower or otherwise, such Compliance Certificate shall no longer be in effect, and the Agent shall notify the Borrower of the incorrectness of such Compliance Certificate and the Agent shall calculate the difference (which must be Term Loan Advances bearing interest as a positive difference, i.e., an underpayment of interest) between the amount of interest actually paid by the Borrower on the basis of such incorrect Compliance Certificate and the amount of interest which would have been due had such incorrect Compliance Certificate not been delivered to the Agent. The Agent shall notify the Borrower of the amount of such difference, if any, in a statement setting forth the method of calculation of such amount, which calculation shall be deemed correct in the absence of demonstrable error, and the Borrower shall pay such amount to the Agent for the account of the Banks within three (3) Business Days after receipt of such notice. Provided, the payment of such amount by the Borrower shall not in and of itself constitute a waiver by the Banks of the Event of Default that has otherwise resulted from the Borrower's delivery of such incorrect Compliance Certificate to the AgentBase Rate Loan.
Appears in 1 contract
Rates of Interest. Subject Borrowers agree to the provisions jointly and severally pay interest in respect of Sections 2.2E and 2.8 hereof, each Revolving Loan shall bear interest on the all unpaid principal amount thereof amounts of the Revolver Loans from the date made through respective dates such principal amounts are advanced until paid (whether at stated maturity, whether by on acceleration or otherwise, at a rate determined by reference to the Base Rate or the Adjusted LIBOR Rate, as the case may be. The applicable basis for determining the rate of interest with respect to Revolving Loans shall be selected by the Borrower initially at the time a Borrowing Certificate is delivered to the Agent pursuant to Section 2.1B hereof. The basis for determining the interest rate with respect to any Revolving Loan may be changed from time to time pursuant to Section 2.2D hereof. If on any day a Revolving Loan is outstanding with respect to which notice has not been delivered to the Agent in accordance with this Loan Agreement specifying the applicable basis for determining the rate of interest on such Revolving Loan then, for that day, that Revolving Loan shall bear interest determined by reference to the Base Rate. Subject to the provisions of Sections 2.2E and 2.8 hereof, Revolving Loans shall bear interest through maturity as follows:
(i) if a Base Rate Loan, then at a rate per annum equal to the sum of the applicable rate indicated below:
(i) for Revolver Loans made or outstanding as Base Rate plus the Applicable Base Rate Margin; provided that, on each Leverage Ratio Determination Date, commencing with the first such date to occur after the Closing DateLoans, the Applicable Margin plus the Alternate Base Rate Margin in effect for the Pricing Period commencing on such Leverage Ratio Determination Date and continuing for the term of the Pricing Period that begins on such Leverage Ratio Determination Date shall be the Applicable Base Rate Margin corresponding from time to the Pricing Level in effect for such Pricing Period, as follows: Applicable Pricing Level Base Rate Margin ------------- ---------------- Pricing Level I 0% Pricing Level II 0% Pricing Level III 0% Pricing Level IV 0%time; or
(ii) if a LIBOR for Revolver Loans made or outstanding as Euro-Dollar Loans, the Applicable Margin plus the relevant Adjusted London Interbank Offered Rate Loanfor the applicable Interest Period selected by each Borrower in conformity with this Agreement. Borrowers agree to jointly and severally pay interest in respect of all unpaid principal amounts outstanding with respect to Term Loan Advances from the respective dates such principal amounts are advanced until paid (whether at stated maturity, then on acceleration, or otherwise) at a rate per annum equal to the sum applicable rate indicated below:
(i) for any portion of the Adjusted LIBOR Term Loan Advances made or outstanding as Base Rate Loans, 0.50% plus the Applicable LIBOR Alternate Base Rate Marginin effect from time to time; provided or
(ii) for any portion of the Term Loan Advances made or outstanding as Euro-Dollar Loans, 2.00% plus the relevant Adjusted London Interbank Offered Rate for the applicable Interest Period selected by Borrowers in conformity with this Agreement. Upon determining the Adjusted London Interbank Offered Rate for any Interest Period requested by Borrowers, Agent shall promptly notify Borrowers thereof by telephone and, if so requested by Borrowers, confirmed in writing. Such determination shall, absent manifest error, be final, conclusive and binding on all parties and for all purposes. The applicable rate of interest for all Loans bearing interest based upon the Alternate Base Rate shall be increased or decreased, as the case may be, by an amount equal to any increase or decrease in the Alternate Base Rate, with such adjustments to be effective as of the opening of business on the day that any such change in the Alternate Base Rate becomes effective. Interest on each Loan shall accrue from and including the date on which such Loan is made, converted to a Loan of another Type or continued as a Euro-Dollar Loan to (but excluding) the date of any repayment thereof; provided, however, that, if a Loan is repaid on each Leverage Ratio Determination Datethe same day made, commencing with one day’s interest shall be paid on such Revolver Loan. The Alternate Base Rate on the first such date to occur after Closing Date was 7.50% per annum and, therefore, the rate of interest in effect hereunder on the Closing Date, expressed in simple interest terms, was 8.00% per annum with respect to any portion of the Applicable LIBOR Revolver Loans bearing interest as a Base Rate Margin Loan. The Alternate Base Rate on the Second Amendment Date is 7.25% per annum and, therefore, the rate of interest in effect for hereunder on the Pricing Period commencing on such Leverage Ratio Determination Date and continuing for the term date hereof, expressed in simple interest terms, is 6.75% per annum with respect to any portion of the Pricing Period that begins on such Leverage Ratio Determination Date shall be the Applicable LIBOR Revolver Loans bearing interest as a Base Rate Margin corresponding Loan and is 7.75% per annum with respect to the Pricing Level in effect for such Pricing Period, as follows: Applicable LIBOR Pricing Level Rate Margin ------------- ---------------- Pricing Level I 1/4% Pricing Level II 3/8% Pricing Level III 1/2% Pricing Level IV 3/4% Notwithstanding anything in the foregoing to the contrary, if any Compliance Certificate delivered by the Borrower demonstrating the appropriate Pricing Level shall prove to be incorrect, as determined by reference to a subsequent Compliance Certificate or subsequent publicly filed financial statements portion of the Borrower or otherwise, such Compliance Certificate shall no longer be in effect, and the Agent shall notify the Borrower of the incorrectness of such Compliance Certificate and the Agent shall calculate the difference (which must be Term Loan Advances bearing interest as a positive difference, i.e., an underpayment of interest) between the amount of interest actually paid by the Borrower on the basis of such incorrect Compliance Certificate and the amount of interest which would have been due had such incorrect Compliance Certificate not been delivered to the Agent. The Agent shall notify the Borrower of the amount of such difference, if any, in a statement setting forth the method of calculation of such amount, which calculation shall be deemed correct in the absence of demonstrable error, and the Borrower shall pay such amount to the Agent for the account of the Banks within three (3) Business Days after receipt of such notice. Provided, the payment of such amount by the Borrower shall not in and of itself constitute a waiver by the Banks of the Event of Default that has otherwise resulted from the Borrower's delivery of such incorrect Compliance Certificate to the AgentBase Rate Loan.
Appears in 1 contract
Rates of Interest. Subject Borrowers agree to the provisions pay interest in respect of Sections 2.2E and 2.8 hereof, each Revolving Loan shall bear interest on the all unpaid principal amount thereof amounts of the Revolving Loans from the date made through respective dates such principal amounts are advanced until paid (whether at stated maturity, whether by on acceleration or otherwise, at a rate determined by reference to the Base Rate or the Adjusted LIBOR Rate, as the case may be. The applicable basis for determining the rate of interest with respect to Revolving Loans shall be selected by the Borrower initially at the time a Borrowing Certificate is delivered to the Agent pursuant to Section 2.1B hereof. The basis for determining the interest rate with respect to any Revolving Loan may be changed from time to time pursuant to Section 2.2D hereof. If on any day a Revolving Loan is outstanding with respect to which notice has not been delivered to the Agent in accordance with this Loan Agreement specifying the applicable basis for determining the rate of interest on such Revolving Loan then, for that day, that Revolving Loan shall bear interest determined by reference to the Base Rate. Subject to the provisions of Sections 2.2E and 2.8 hereof, Revolving Loans shall bear interest through maturity as follows:
(i) if a Base Rate Loan, then at a rate per annum equal to the sum of applicable rate indicated below:
(i) for Revolving Loans made or outstanding as Base Rate Loans, the Applicable Margin plus the Base Rate plus the Applicable Base Rate Margin; provided that, on each Leverage Ratio Determination Date, commencing with the first such date to occur after the Closing Date, the Applicable Base Rate Margin in effect for the Pricing Period commencing on such Leverage Ratio Determination Date and continuing for the term of the Pricing Period that begins on such Leverage Ratio Determination Date shall be the Applicable Base Rate Margin corresponding from time to the Pricing Level in effect for such Pricing Period, as follows: Applicable Pricing Level Base Rate Margin ------------- ---------------- Pricing Level I 0% Pricing Level II 0% Pricing Level III 0% Pricing Level IV 0%time;
(ii) if a for Revolving Loans made or outstanding as LIBOR Rate Loan, then at a rate per annum equal to the sum of the Adjusted LIBOR Rate plus the Applicable LIBOR Rate Margin; provided that, on each Leverage Ratio Determination Date, commencing with the first such date to occur after the Closing DateLoans, the Applicable Margin plus LIBOR for the applicable Interest Period selected by Borrowers in conformity with this Agreement; or
(iii) for Revolving Loans made or outstanding as LIR Loans, the Applicable Margin plus the LIBOR Index Rate Margin in effect for from time to time. During a Seasonal Overadvance Period, upon the Pricing Period commencing on such Leverage Ratio Determination Date and continuing for the term satisfaction of the Pricing Period that begins on such Leverage Ratio Determination Date shall be Applicable Seasonal Overadvance Conditions, the delivery of the Seasonal Overadvance Notice, and Agent's acceptance of the same (and the inclusion of the Applicable LIBOR Rate Margin corresponding Seasonal Overadvance Amount in the Borrowing Base), all Revolving Loans up to the Pricing Level in effect for such Pricing Period, as follows: Applicable LIBOR Pricing Level Rate Margin ------------- ---------------- Pricing Level I 1/4% Pricing Level II 3/8% Pricing Level III 1/2% Pricing Level IV 3/4% Notwithstanding anything in the foregoing to the contrary, if any Compliance Certificate delivered by the Borrower demonstrating the appropriate Pricing Level shall prove to be incorrect, as determined by reference to a subsequent Compliance Certificate or subsequent publicly filed financial statements of the Borrower or otherwise, such Compliance Certificate shall no longer be in effect, and the Agent shall notify the Borrower of the incorrectness of such Compliance Certificate and the Agent shall calculate the difference Seasonal Overadvance Amount (which must be a positive difference, i.e., an underpayment of interest) between the amount of interest actually paid by the Borrower on the basis of such incorrect Compliance Certificate and the amount of interest which would have been due had such incorrect Compliance Certificate not been delivered to the Agent. The Agent shall notify the Borrower of the amount of such difference, if any, in a statement setting forth the method of calculation of such amount, which calculation shall be deemed correct to be the first Revolving Loans made and outstanding) shall bear interest based upon the rates set forth above, as applicable, plus 0.50%. Upon determining LIBOR for any Interest Period requested by Borrowers, Agent shall promptly notify Borrowers thereof by telephone and, if so requested by ▇▇▇▇▇▇▇▇▇, confirm the same in writing. Such determination shall, absent manifest error, be final, conclusive and binding on all parties and for all purposes. The applicable rate of interest for all Loans (or portions thereof) bearing interest based upon the Base Rate shall be increased or decreased, as the case may be, by an amount equal to any increase or decrease in the absence of demonstrable errorBase Rate, and the Borrower shall pay with such amount adjustments to the Agent for the account be effective as of the Banks within three opening of business on the day that any such change in the Base Rate becomes effective. The applicable rate of interest for all Loans (3or portions thereof) Business Days after receipt of bearing interest based upon the LIBOR Index Rate shall be increased or decreased, as the case may be, by an amount equal to any increase or decrease in the LIBOR Index Rate, with such notice. Provided, the payment of such amount by the Borrower shall not in and of itself constitute a waiver by the Banks adjustments to be effective as of the Event opening of Default business on the day that has otherwise resulted any such change in the LIBOR Index Rate becomes effective. Interest on each Loan shall accrue from and including the Borrowerdate on which such Loan is made, converted to a Loan of another Type or continued as a LIBOR Loan to (but excluding) the date of any repayment thereof; provided, however, that, if a Loan is repaid on the same day made, one day's delivery of interest shall be paid on such incorrect Compliance Certificate to the AgentLoan.
Appears in 1 contract
Sources: Senior Secured Revolving Credit and Guaranty Agreement (Euramax Holdings, Inc.)
Rates of Interest. Subject Borrower agrees to the provisions pay interest in respect of Sections 2.2E and 2.8 hereof, each Revolving Loan shall bear interest on the all unpaid principal amount thereof amounts of the Revolver Loans from the date made through respective dates such principal amounts are advanced until paid (whether at stated maturity, whether by on acceleration or otherwise, at a rate determined by reference to the Base Rate or the Adjusted LIBOR Rate, as the case may be. The applicable basis for determining the rate of interest with respect to Revolving Loans shall be selected by the Borrower initially at the time a Borrowing Certificate is delivered to the Agent pursuant to Section 2.1B hereof. The basis for determining the interest rate with respect to any Revolving Loan may be changed from time to time pursuant to Section 2.2D hereof. If on any day a Revolving Loan is outstanding with respect to which notice has not been delivered to the Agent in accordance with this Loan Agreement specifying the applicable basis for determining the rate of interest on such Revolving Loan then, for that day, that Revolving Loan shall bear interest determined by reference to the Base Rate. Subject to the provisions of Sections 2.2E and 2.8 hereof, Revolving Loans shall bear interest through maturity as follows:
(i) if a Base Rate Loan, then at a rate per annum equal to the sum of applicable rate indicated below:
(i) for Revolver Loans made or outstanding as Base Rate Loans, the Applicable Margin for such Loans plus the Base Rate plus the Applicable Base Rate Margin; provided that, on each Leverage Ratio Determination Date, commencing with the first such date to occur after the Closing Date, the Applicable Base Rate Margin in effect for the Pricing Period commencing on such Leverage Ratio Determination Date and continuing for the term of the Pricing Period that begins on such Leverage Ratio Determination Date shall be the Applicable Base Rate Margin corresponding from time to the Pricing Level in effect for such Pricing Period, as follows: Applicable Pricing Level Base Rate Margin ------------- ---------------- Pricing Level I 0% Pricing Level II 0% Pricing Level III 0% Pricing Level IV 0%time; or
(ii) if a for Revolver Loans made or outstanding as LIBOR Loans, the Applicable Margin for such Loans plus the relevant Adjusted LIBOR Rate Loanfor the applicable Interest Period selected by Borrower in conformity with this Agreement. Borrower agrees to pay interest in respect of all unpaid principal amounts outstanding with respect to Term Loan Advances from the respective dates such principal amounts are advanced until paid (whether at stated maturity, then on acceleration, or otherwise) at a rate per annum equal to the sum of applicable rate indicated below:
(i) for Term Loan Advances made or outstanding in whole or in part as Base Rate Loans, the Applicable Margin for such Loans plus the Base Rate in effect from time to time; or
(ii) for Term Loan Advances made or outstanding in whole or in part as LIBOR Loans, the Applicable Margin for such Loans plus the relevant Adjusted LIBOR Rate for the applicable Interest Period selected by Borrower in conformity with this Agreement. Upon determining the Adjusted LIBOR Rate plus for any Interest Period requested by Borrower, Agent shall promptly notify Borrower thereof by telephone and, if so requested by Borrower, confirm the Applicable same in writing. Such determination shall, absent manifest error, be final, conclusive and binding on all parties and for all purposes. The applicable rate of interest for all Loans (or portions thereof) bearing interest based upon the Base Rate shall be increased or decreased, as the case may be, by an amount equal to any increase or decrease in the Base Rate, with such adjustments to be effective as of the opening of business on the day that any such change in the Base Rate becomes effective. Interest on each Loan shall accrue from and including the date on which such Loan is made, converted to a Loan of another Type or continued as a LIBOR Rate MarginLoan to (but excluding) the date of any repayment thereof; provided provided, however, that, if a Loan is repaid on each Leverage Ratio Determination Datethe same day made, commencing with one day's interest shall be paid on such Loan. The Base Rate on the first such date to occur after the Closing Datehereof is 4.00% per annum and, therefore, the Applicable LIBOR Rate Margin rate of interest in effect for hereunder on the Pricing Period commencing on such Leverage Ratio Determination Date and continuing for the term date hereof, expressed in simple interest terms, is 4.00% per annum with respect to any portion of the Pricing Period that begins on such Leverage Ratio Determination Date shall be the Applicable LIBOR Revolver Loans bearing interest as a Base Rate Margin corresponding Loan and is 4.25% per annum with respect to the Pricing Level in effect for such Pricing Period, as follows: Applicable LIBOR Pricing Level Rate Margin ------------- ---------------- Pricing Level I 1/4% Pricing Level II 3/8% Pricing Level III 1/2% Pricing Level IV 3/4% Notwithstanding anything in the foregoing to the contrary, if any Compliance Certificate delivered by the Borrower demonstrating the appropriate Pricing Level shall prove to be incorrect, as determined by reference to a subsequent Compliance Certificate or subsequent publicly filed financial statements portion of the Borrower or otherwise, such Compliance Certificate shall no longer be in effect, and the Agent shall notify the Borrower of the incorrectness of such Compliance Certificate and the Agent shall calculate the difference (which must be Term Loan Advances bearing interest as a positive difference, i.e., an underpayment of interest) between the amount of interest actually paid by the Borrower on the basis of such incorrect Compliance Certificate and the amount of interest which would have been due had such incorrect Compliance Certificate not been delivered to the Agent. The Agent shall notify the Borrower of the amount of such difference, if any, in a statement setting forth the method of calculation of such amount, which calculation shall be deemed correct in the absence of demonstrable error, and the Borrower shall pay such amount to the Agent for the account of the Banks within three (3) Business Days after receipt of such notice. Provided, the payment of such amount by the Borrower shall not in and of itself constitute a waiver by the Banks of the Event of Default that has otherwise resulted from the Borrower's delivery of such incorrect Compliance Certificate to the AgentBase Rate Loan.
Appears in 1 contract
Rates of Interest. Subject to the provisions of Sections 2.2E 2.2(g) and 2.8 2.6 hereof, each Revolving Loan and each Line of Credit Advance made to the Borrower shall bear interest on the unpaid principal amount thereof from the date made through maturity, maturity (whether by acceleration or otherwise, ) at a rate determined by reference to either the Base Rate or the Adjusted LIBOR RateRate as provided below, as the case may be. The applicable basis for determining the rate of interest with respect to Revolving Loans and/or Line of Credit Advances made to the Borrower shall be selected by the Borrower initially at the time a Borrowing Certificate Request for Revolving Loan or a Request for Line of Credit Advance is delivered to the Agent pursuant to Section 2.1B 2.1(a) hereof. The basis for determining the interest rate with respect to any Revolving Loan or any Line of Credit Advance made to the Borrower may be changed from time to time pursuant to Section 2.2D 2.2(d) hereof. If on any day a Revolving Loan or a Line of Credit Advance is outstanding to the Borrower with respect to which notice has not been delivered to the Agent Banks in accordance with the terms of this Loan Agreement specifying the applicable basis for determining the rate of interest on to apply to such Revolving Loan or such Line of Credit Advance then, for that day, that Revolving Re- volving Loan or that Line of Credit Advance shall be deemed a Base Rate Loan and shall bear interest determined by reference to at the Base Rate. Subject to the provisions of Sections 2.2E 2.6(b) and 2.8 2.6(c) hereof, Revolving Loans and/or Line of Credit Advances shall bear interest through maturity as follows:
(i) if If a Base Rate Loan, then at a rate per annum equal to the sum of the Base Rate plus the Applicable Base Rate Margin; provided that, on each Leverage Ratio Determination Date, commencing with the first such date to occur after the Closing Date, the Applicable Base Rate Margin in effect for the Pricing Period commencing on such Leverage Ratio Determination Date and continuing for the term of the Pricing Period that begins on such Leverage Ratio Determination Date shall be the Applicable Base Rate Margin corresponding to the Pricing Level in effect for such Pricing Period, as follows: Applicable Pricing Level Base Rate Margin ------------- ---------------- Pricing Level I 0% Pricing Level II 0% Pricing Level III 0% Pricing Level IV 0%Rate;
(ii) if If a LIBOR Rate Loan, then at a rate per annum equal to the sum of the Adjusted LIBOR Rate plus the Applicable LIBOR Rate Margin; provided that, on each Leverage Ratio Determination DateDate of Deter- mination, commencing with the first such date to occur after the Closing DateOctober 11, 1996, the Applicable Applica- ble LIBOR Rate Margin in effect for the Pricing Pric- ing Period commencing on such Leverage Ratio Determination Date of Determi- nation and continuing for the term of the Pricing Period that begins on such Leverage Ratio Date of Determination Date shall be the Applicable LIBOR Rate Margin corresponding to the Pricing Level in effect for such Pricing Period, as followsapplica- ble: Applicable LIBOR Pricing Level LIBOR Rate Margin ------------- ---------------- Pricing Level I 1/4.500% Pricing Level II 3/8.575% Pricing Level III 1/2% Pricing Level IV 3/4.625% Notwithstanding anything in the foregoing to the contrary, if any Compliance Certificate delivered by the Borrower demonstrating the appropriate Pricing Level shall prove to be incorrect, incorrect (as determined by reference to a subsequent Compliance Certificate or subsequent publicly filed the Borrower's financial statements of the Borrower or otherwise), such Compliance Certificate shall no longer be in effect, and the Agent Banks shall notify the Borrower of the such incorrectness of such Compliance Certificate and the Agent shall calculate the difference (which must be a positive difference, i.e., an underpayment of interest) between the amount of interest actually paid by the Borrower on the basis of such incorrect Compliance Certificate and the amount of interest which would have been due had such incorrect Compliance Certificate Certif- icate not been delivered to the Agentdelivered. The Agent shall notify the Borrower of the amount of such difference, if any, in a statement setting forth the method of calculation of such amountamount (which calculation, which calculation shall be deemed correct in the absence of demonstrable errordemon- st▇▇▇▇▇ ▇rror, shall be deemed correct) and the Borrower shall pay such amount to the Agent Agent, for the account benefit of the Banks Banks, within three (3) Business Days after receipt of such notice. Provided, the payment of such amount by the Borrower shall not in and of itself constitute a waiver by the Banks of the Event of Default that has otherwise resulted from the Borrower's delivery of such incorrect Compliance Certificate to the Agent.
Appears in 1 contract
Rates of Interest. Subject Borrowers jointly and severally agree to the provisions pay interest in respect of Sections 2.2E and 2.8 hereof, each Revolving Loan shall bear interest on the all unpaid principal amount thereof amounts of the Revolver Loans from the date made through respective dates such principal amounts are advanced until paid (whether at stated maturity, whether by on acceleration or otherwise, at a rate determined by reference to the Base Rate or the Adjusted LIBOR Rate, as the case may be. The applicable basis for determining the rate of interest with respect to Revolving Loans shall be selected by the Borrower initially at the time a Borrowing Certificate is delivered to the Agent pursuant to Section 2.1B hereof. The basis for determining the interest rate with respect to any Revolving Loan may be changed from time to time pursuant to Section 2.2D hereof. If on any day a Revolving Loan is outstanding with respect to which notice has not been delivered to the Agent in accordance with this Loan Agreement specifying the applicable basis for determining the rate of interest on such Revolving Loan then, for that day, that Revolving Loan shall bear interest determined by reference to the Base Rate. Subject to the provisions of Sections 2.2E and 2.8 hereof, Revolving Loans shall bear interest through maturity as follows:
(i) if a Base Rate Loan, then at a rate per annum equal to the sum of applicable rate indicated below:
(i) for Revolver Loans made or outstanding as Base Rate Loans, the Applicable Margin plus the Base Rate plus the Applicable Base Rate Margin; provided that, on each Leverage Ratio Determination Date, commencing with the first such date to occur after the Closing Date, the Applicable Base Rate Margin in effect for the Pricing Period commencing on such Leverage Ratio Determination Date and continuing for the term of the Pricing Period that begins on such Leverage Ratio Determination Date shall be the Applicable Base Rate Margin corresponding from time to the Pricing Level in effect for such Pricing Period, as follows: Applicable Pricing Level Base Rate Margin ------------- ---------------- Pricing Level I 0% Pricing Level II 0% Pricing Level III 0% Pricing Level IV 0%time; or
(ii) if a for Revolver Loans made or outstanding as LIBOR Loans, the Applicable Margin plus the relevant Adjusted LIBOR Rate Loanfor the applicable Interest Period selected by a Borrower in conformity with this Agreement. Borrowers jointly and severally agree to pay interest in respect of all unpaid principal amounts outstanding with respect to Term Loan Advances from the respective dates such principal amounts are advanced until paid (whether at stated maturity, then on acceleration, or otherwise) at a rate per annum equal to the sum of applicable rate indicated below:
(i) for Term Loan Advances made or outstanding in whole or in part as Base Rate Loans, the Applicable Margin plus the Base Rate in effect from time to time; or
(ii) for Term Loan Advances made or outstanding in whole or in part as LIBOR Loans, the Applicable Margin plus the relevant Adjusted LIBOR Rate for the applicable Interest Period selected by a Borrower in conformity with this Agreement. Upon determining the Adjusted LIBOR Rate plus for any Interest Period requested by Borrowers, Agent shall promptly notify Borrowers thereof by telephone and, if so requested by Borrowers, confirm the Applicable same in writing. Such determination shall, absent manifest error, be final, conclusive and binding on all parties and for all purposes. The applicable rate of interest for all Loans (or portions thereof) bearing interest based upon the Base Rate shall be increased or decreased, as the case may be, by an amount equal to any increase or decrease in the Base Rate, with such adjustments to be effective as of the opening of business on the day that any such change in the Base Rate becomes effective. Interest on each Loan shall accrue from and including the date on which such Loan is made, converted to a Loan of another Type or continued as a LIBOR Rate MarginLoan to (but excluding) the date of any repayment thereof; provided provided, however, that, if a Loan is repaid on each Leverage Ratio Determination Datethe same day made, commencing with one day’s interest shall be paid on such Loan. The Base Rate on the first such date to occur after the Closing Datehereof is 4.75% per annum and, therefore, the Applicable LIBOR Rate Margin rate of interest in effect for hereunder on the Pricing Period commencing on such Leverage Ratio Determination Date and continuing for the term date hereof, expressed in simple interest terms, is 5.75% per annum with respect to any portion of the Pricing Period that begins on such Leverage Ratio Determination Date shall be the Applicable LIBOR Revolver Loans bearing interest as a Base Rate Margin corresponding Loan and is 6.0% per annum with respect to the Pricing Level in effect for such Pricing Period, as follows: Applicable LIBOR Pricing Level Rate Margin ------------- ---------------- Pricing Level I 1/4% Pricing Level II 3/8% Pricing Level III 1/2% Pricing Level IV 3/4% Notwithstanding anything in the foregoing to the contrary, if any Compliance Certificate delivered by the Borrower demonstrating the appropriate Pricing Level shall prove to be incorrect, as determined by reference to a subsequent Compliance Certificate or subsequent publicly filed financial statements portion of the Borrower or otherwise, such Compliance Certificate shall no longer be in effect, and the Agent shall notify the Borrower of the incorrectness of such Compliance Certificate and the Agent shall calculate the difference (which must be Term Loan Advances bearing interest as a positive difference, i.e., an underpayment of interest) between the amount of interest actually paid by the Borrower on the basis of such incorrect Compliance Certificate and the amount of interest which would have been due had such incorrect Compliance Certificate not been delivered to the Agent. The Agent shall notify the Borrower of the amount of such difference, if any, in a statement setting forth the method of calculation of such amount, which calculation shall be deemed correct in the absence of demonstrable error, and the Borrower shall pay such amount to the Agent for the account of the Banks within three (3) Business Days after receipt of such notice. Provided, the payment of such amount by the Borrower shall not in and of itself constitute a waiver by the Banks of the Event of Default that has otherwise resulted from the Borrower's delivery of such incorrect Compliance Certificate to the AgentBase Rate Loan.
Appears in 1 contract
Rates of Interest. Subject to the provisions of Sections 2.2E and 2.8 hereof, each The Revolving Loan Loans shall bear interest on the unpaid principal amount thereof from the date such Revolving Loans are made through maturityand until paid in full at one of the following rates, whether as selected by acceleration or otherwise, Borrower from time to time as provided in this Section:
(a) Base Rate Option (Receivables Loans and Inventory Loans only). That portion of the outstanding principal balance of the Receivables Loans and the Inventory Loans subject to this option shall bear interest at a fluctuating rate per annum equal at all times to one percent (1.0%) in excess of the Base Rate;
(b) LIBO Rate Option (Receivables Loans and Inventory Loans only). That portion of the outstanding principal balance of the Receivables Loans and the Inventory Loans subject to this option shall bear interest at a fixed rate per annum equal to three and one-quarter percent (3.250%) in excess of the LIBO Rate applicable to such LIBO Rate Portion;
(c) Base Rate Option (Seasonal Loans only). That portion of the outstanding principal balance of the Seasonal Loans subject to this option shall bear interest at a fluctuating rate per annum equal at all times to three percent (3.0%) in excess of the Base Rate; and
(d) LIBO Rate Option (Seasonal Loans only). That portion of the outstanding principal balance of the Seasonal Loans subject to this option shall bear interest at a fixed rate per annum equal to five and one-quarter percent (5.250%) in excess of the LIBO Rate applicable to such LIBO Rate Portion. Notwithstanding the foregoing, if for Borrower's fiscal year ending December 31, 1997 Borrower's EBITDA exceeds the amount of $5,500,000 and Borrower's Senior Debt Coverage exceeds 1.40 to 1.0, as determined by reference the audited financial statements to be provided pursuant to Section 5.2 of this Agreement, then (effective on the first day of the calendar month first following Lender's review and approval of such audited financial statements and the calculations of EBITDA and Senior Debt Coverage Ratio) the applicable Margin otherwise added to the Base Rate or the Adjusted LIBOR LIBO Rate, as applicable, shall be reduced by subtracting therefrom one-quarter of one percent (0.250%); provided, however, that if for any consecutive twelve-calendar-month period ending after December 31, 1997 Borrower's EBITDA does not exceed the amount of $5,500,000 or Borrower's Senior Debt Coverage Ratio does not exceed 1.40 to 1.0, as determined by Lender, then (effective on the first day of the calendar month first following such determination and at all times thereafter) the applicable Margin shall revert to that provided in subparagraphs (a) through (d) above. The interest rate chargeable hereunder shall be increased or decreased, as the case may be, without notice or demand of any kind, upon the announcement of any change in the Base Rate. The applicable basis for determining Each change in the rate of interest with respect to Revolving Loans Base Rate shall be selected by effective hereunder on the Borrower initially at first day following the time announcement of such change, provided, that a Borrowing Certificate is delivered cumulative change of less than one-fourth of one percent (0.25%) shall not be considered. Interest charges and all other fees and charges herein shall be computed on the basis of a year of 360 days and actual days elapsed and shall be payable to Lender in arrears on the Agent pursuant to Section 2.1B hereof. The basis for determining the interest rate with respect to any Revolving Loan may be changed from time to time pursuant to Section 2.2D hereoffirst day of each month. If on any day a Revolving Loan is outstanding with respect to which notice has not been timely delivered by Borrower to the Agent Lender in accordance with the terms of this Loan Agreement specifying the applicable basis for determining the rate of interest on such Revolving Loan then, for that day, then for that Revolving Loan day Borrower shall bear interest determined by reference be deemed to the Base Rate. Subject to the provisions of Sections 2.2E and 2.8 hereof, Revolving Loans shall bear interest through maturity as follows:
(i) if a Base Rate Loan, then at a rate per annum equal to the sum of have selected the Base Rate plus the Applicable Base Rate Margin; provided that, on each Leverage Ratio Determination Date, commencing with the first such date to occur after the Closing Date, the Applicable Base Rate Margin in effect for the Pricing Period commencing on such Leverage Ratio Determination Date and continuing for the term of the Pricing Period that begins on such Leverage Ratio Determination Date shall be the Applicable Base Rate Margin corresponding to the Pricing Level in effect for such Pricing Period, as follows: Applicable Pricing Level Base Rate Margin ------------- ---------------- Pricing Level I 0% Pricing Level II 0% Pricing Level III 0% Pricing Level IV 0%
(ii) if a LIBOR Rate Loan, then at a rate per annum equal to the sum of the Adjusted LIBOR Rate plus the Applicable LIBOR Rate Margin; provided that, on each Leverage Ratio Determination Date, commencing with the first such date to occur after the Closing Date, the Applicable LIBOR Rate Margin in effect for the Pricing Period commencing on such Leverage Ratio Determination Date and continuing for the term of the Pricing Period that begins on such Leverage Ratio Determination Date shall be the Applicable LIBOR Rate Margin corresponding to the Pricing Level in effect for such Pricing Period, as follows: Applicable LIBOR Pricing Level Rate Margin ------------- ---------------- Pricing Level I 1/4% Pricing Level II 3/8% Pricing Level III 1/2% Pricing Level IV 3/4% Notwithstanding anything in the foregoing to the contrary, if any Compliance Certificate delivered by the Borrower demonstrating the appropriate Pricing Level shall prove to be incorrect, as determined by reference to a subsequent Compliance Certificate or subsequent publicly filed financial statements of the Borrower or otherwise, such Compliance Certificate shall no longer be in effect, and the Agent shall notify the Borrower of the incorrectness of such Compliance Certificate and the Agent shall calculate the difference (which must be a positive difference, i.e., an underpayment of interest) between the amount of interest actually paid by the Borrower on the basis of such incorrect Compliance Certificate and the amount of interest which would have been due had such incorrect Compliance Certificate not been delivered to the AgentOption. The Agent shall notify the Borrower of the amount of such difference, if any, in a statement setting forth the method of calculation of such amount, which calculation shall be deemed correct in the absence of demonstrable error, and the Borrower shall pay such amount to the Agent for the account of the Banks within three (3) Business Days after receipt of such notice. Provided, the payment of such amount by the Borrower shall not in and of itself constitute a waiver by the Banks of the Event of Default that has otherwise resulted from the Borrower's delivery of such incorrect Compliance Certificate to the Agent.outstanding principal
Appears in 1 contract
Rates of Interest. Subject Borrowers jointly and severally agree to the provisions pay interest in respect of Sections 2.2E and 2.8 hereof, each Revolving Loan shall bear interest on the all unpaid principal amount thereof amounts of the Revolver Loans from the date made through respective dates such principal amounts are advanced until paid (whether at stated maturity, whether by on acceleration or otherwise, at a rate determined by reference to the Base Rate or the Adjusted LIBOR Rate, as the case may be. The applicable basis for determining the rate of interest with respect to Revolving Loans shall be selected by the Borrower initially at the time a Borrowing Certificate is delivered to the Agent pursuant to Section 2.1B hereof. The basis for determining the interest rate with respect to any Revolving Loan may be changed from time to time pursuant to Section 2.2D hereof. If on any day a Revolving Loan is outstanding with respect to which notice has not been delivered to the Agent in accordance with this Loan Agreement specifying the applicable basis for determining the rate of interest on such Revolving Loan then, for that day, that Revolving Loan shall bear interest determined by reference to the Base Rate. Subject to the provisions of Sections 2.2E and 2.8 hereof, Revolving Loans shall bear interest through maturity as follows:
(i) if a Base Rate Loan, then at a rate per annum equal to the sum of applicable rate indicated below:
(i) for Revolver Loans made or outstanding as Base Rate Loans, the Applicable Margin plus the Base Rate plus the Applicable Base Rate Margin; provided that, on each Leverage Ratio Determination Date, commencing with the first such date to occur after the Closing Date, the Applicable Base Rate Margin in effect for the Pricing Period commencing on such Leverage Ratio Determination Date and continuing for the term of the Pricing Period that begins on such Leverage Ratio Determination Date shall be the Applicable Base Rate Margin corresponding from time to the Pricing Level in effect for such Pricing Period, as follows: Applicable Pricing Level Base Rate Margin ------------- ---------------- Pricing Level I 0% Pricing Level II 0% Pricing Level III 0% Pricing Level IV 0%time; or
(ii) if a for Revolver Loans made or outstanding as LIBOR Loans, the Applicable Margin plus the relevant Adjusted LIBOR Rate Loan, then at for the applicable Interest Period selected by a rate per annum equal to the sum of Borrower in conformity with this Agreement. Upon determining the Adjusted LIBOR Rate plus for any Interest Period requested by Borrowers, Agent shall promptly notify Borrowers thereof by telephone and promptly confirm the Applicable same in writing. Such determination shall, absent manifest error, be final, conclusive and binding on all parties and for all purposes. The applicable rate of interest for all Loans (or portions thereof) bearing interest based upon the Base Rate shall be increased or decreased, as the case may be, by an amount equal to any increase or decrease in the Base Rate, with such adjustments to be effective as of the opening of business on the day that any such change in the Base Rate becomes effective. Interest on each Loan shall accrue from and including the date on which such Loan is made, converted to a Loan of another Type or continued as a LIBOR Rate MarginLoan to (but excluding) the date of any repayment thereof; provided provided, however, that, if a Loan is repaid on each Leverage Ratio Determination Datethe same day made, commencing with one day’s interest shall be paid on such Loan. The Base Rate on the first such date to occur after the Closing Datehereof is 6.00% per annum and, therefore, the Applicable LIBOR Rate Margin rate of interest in effect for hereunder on the Pricing Period commencing on such Leverage Ratio Determination Date and continuing for the term date hereof, expressed in simple interest terms, is 6.00% per annum with respect to any portion of the Pricing Period that begins on such Leverage Ratio Determination Date shall be the Applicable LIBOR Revolver Loans bearing interest as a Base Rate Margin corresponding to the Pricing Level in effect for such Pricing Period, as follows: Applicable LIBOR Pricing Level Rate Margin ------------- ---------------- Pricing Level I 1/4% Pricing Level II 3/8% Pricing Level III 1/2% Pricing Level IV 3/4% Notwithstanding anything in the foregoing to the contrary, if any Compliance Certificate delivered by the Borrower demonstrating the appropriate Pricing Level shall prove to be incorrect, as determined by reference to a subsequent Compliance Certificate or subsequent publicly filed financial statements of the Borrower or otherwise, such Compliance Certificate shall no longer be in effect, and the Agent shall notify the Borrower of the incorrectness of such Compliance Certificate and the Agent shall calculate the difference (which must be a positive difference, i.e., an underpayment of interest) between the amount of interest actually paid by the Borrower on the basis of such incorrect Compliance Certificate and the amount of interest which would have been due had such incorrect Compliance Certificate not been delivered to the Agent. The Agent shall notify the Borrower of the amount of such difference, if any, in a statement setting forth the method of calculation of such amount, which calculation shall be deemed correct in the absence of demonstrable error, and the Borrower shall pay such amount to the Agent for the account of the Banks within three (3) Business Days after receipt of such notice. Provided, the payment of such amount by the Borrower shall not in and of itself constitute a waiver by the Banks of the Event of Default that has otherwise resulted from the Borrower's delivery of such incorrect Compliance Certificate to the AgentLoan.
Appears in 1 contract
Rates of Interest. Subject to the provisions of Sections 2.2E Section 2.2E, ----------------- Section 3 and 2.8 Section 13 hereof, each Revolving Credit Loan shall bear interest on the unpaid principal amount thereof from the date made through maturity, maturity (whether by acceleration or otherwise, ) at a rate determined by reference to the (i) Base Rate or (ii) the Adjusted LIBOR Rateplus the Applicable LIBOR Margin, as the case may be. The applicable basis for determining the interest rate of interest mode with respect to Revolving Credit Loans shall be selected by the Borrower initially at the time a Borrowing Certificate Request For Revolving Credit Loan is delivered to the Agent Bank pursuant to Section 2.1B 2.1C hereof. The basis for determining the interest rate with respect to any Revolving Credit Loan may be changed by the Borrower from time to time pursuant to Section 2.2D hereof. If on any day a Revolving Credit Loan is outstanding with respect to which notice has not been delivered to the Agent Bank or the Banks in accordance with the terms of this Loan Agreement specifying the applicable basis for determining the rate of interest on such Revolving Loan rate, then, for that day, that Revolving Credit Loan shall bear interest determined by reference to at the Base Rate. Subject to the provisions of Sections 2.2E Section 2.2E, Section 3 and 2.8 Section 13 hereof, Revolving Credit Loans shall bear interest through maturity as follows:
(i) if a Base Rate Loan, then at a rate equal to the Base Rate.
(ii) if a LIBOR Loan, at a rate per annum equal to the sum of the Base Rate LIBOR plus the Applicable Base Rate LIBOR Margin; provided that, on each Leverage Ratio Determination DateDate of ------------- Determination, commencing with the first such date Date of Determination to occur after the Closing Date, the Applicable Base Rate LIBOR Margin in effect for the Pricing Period commencing on such Leverage Ratio Date of Determination Date and continuing for the term of the Pricing Period that begins on such Leverage Ratio Date of Determination Date shall be the Applicable Base Rate LIBOR Margin corresponding to the Pricing Level in effect for such Pricing Period, as follows: ----------------------------------------------------------------------------------------------------------------------------- Adjusted Funded Applicable Pricing Level Base Rate Debt to EBITDA LIBOR Margin ------------- ---------------- -------------- ------------ ----------------------------------------------------------------------------------------------------------------------------- Pricing Level I 0more than or equal to 0.00, but less than or equal to 1.24 1.00% ----------------------------------------------------------------------------------------------------------------------------- Pricing Level II 0% more than or equal to 1.25, but less than or equal to 1.74 1.25 ----------------------------------------------------------------------------------------------------------------------------- Pricing Level III 0% more than or equal to 1.75, but less than or equal to 2.24 1.50 ----------------------------------------------------------------------------------------------------------------------------- Pricing Level IV 0%
(ii) if a LIBOR Rate Loan, then at a rate per annum more than or equal to the sum of the Adjusted LIBOR Rate plus the Applicable LIBOR Rate Margin; provided that2.25, on each Leverage Ratio Determination Date, commencing with the first such date but less than or equal to occur after the Closing Date, the Applicable LIBOR Rate Margin in effect for the Pricing Period commencing on such Leverage Ratio Determination Date and continuing for the term of the Pricing Period that begins on such Leverage Ratio Determination Date shall be the Applicable LIBOR Rate Margin corresponding to the 2.50 1.75 ----------------------------------------------------------------------------------------------------------------------------- Pricing Level in effect for such Pricing PeriodV more than or equal to 2.51, as follows: Applicable LIBOR Pricing Level Rate Margin ------------- ---------------- Pricing Level I 1/4% Pricing Level II 3/8% Pricing Level III 1/2% Pricing Level IV 3/4% but less than or equal to 3.00 2.00 ----------------------------------------------------------------------------------------------------------------------------- Notwithstanding anything in the foregoing to the contrary, if any Compliance Certificate (the form of which is included as Exhibit G) delivered by --------- the Borrower demonstrating the appropriate Pricing Level shall prove to be incorrect, incorrect (as determined by reference to a subsequent Compliance Certificate or subsequent publicly filed financial statements of the Borrower or otherwiseCertificate), then such Compliance Certificate shall no longer be in effect. In such event, and the Agent shall notify the Borrower of the incorrectness of such Compliance Certificate and the Agent Bank shall calculate the difference (which must be a positive difference, i.e., an underpayment of interest) between the amount of interest actually paid by the Borrower on LIBOR Loans on the basis of such incorrect Compliance Certificate and the amount of interest which would have been due on such LIBOR Loans had such incorrect Compliance Certificate not been delivered delivered, and shall forward to the Agent. The Agent shall notify the Borrower of the amount of such difference, if any, in a statement setting forth the amount of the difference and the method of calculation of such amountamount (which calculation, which calculation shall be deemed correct in the absence of demonstrable error, shall be deemed correct) and the Borrower shall pay such amount to the Agent Bank for the account benefit of the Banks within three (3) Business Days after receipt of such notice. Provided, the payment of such amount by the Borrower shall not in and of itself constitute a waiver by the Banks of the Event of Default that has otherwise resulted from the Borrower's delivery of such incorrect Compliance Certificate to the Agent.
Appears in 1 contract
Rates of Interest. Subject Borrower agrees to the provisions pay interest in respect of Sections 2.2E and 2.8 hereof, each Revolving Loan shall bear interest on the all unpaid principal amount thereof from the date made through maturity, whether by acceleration or otherwise, at a rate determined by reference to the Base Rate or the Adjusted LIBOR Rate, as the case may be. The applicable basis for determining the rate of interest with respect to Revolving Loans shall be selected by the Borrower initially at the time a Borrowing Certificate is delivered to the Agent pursuant to Section 2.1B hereof. The basis for determining the interest rate with respect to any Revolving Loan may be changed from time to time pursuant to Section 2.2D hereof. If on any day a Revolving Loan is amounts outstanding with respect to which notice has not been delivered to the Agent in accordance with this Term Loan Agreement specifying from the applicable basis for determining the rate of interest respective dates such principal amounts are advanced until paid (whether at stated maturity, on such Revolving Loan thenacceleration, for that day, that Revolving Loan shall bear interest determined by reference to the Base Rate. Subject to the provisions of Sections 2.2E and 2.8 hereof, Revolving Loans shall bear interest through maturity as follows:
(ior otherwise) if a Base Rate Loan, then at a rate per annum equal to the sum applicable rate indicated below:
(i) for any portion of the Term Loan made or outstanding in whole or in part as Base Rate Loans, the Applicable Margin for such Loans plus the Base Rate plus the Applicable Base Rate Margin; provided that, on each Leverage Ratio Determination Date, commencing with the first such date to occur after the Closing Date, the Applicable Base Rate Margin in effect for the Pricing Period commencing on such Leverage Ratio Determination Date and continuing for the term of the Pricing Period that begins on such Leverage Ratio Determination Date shall be the Applicable Base Rate Margin corresponding from time to the Pricing Level in effect for such Pricing Period, as follows: Applicable Pricing Level Base Rate Margin ------------- ---------------- Pricing Level I 0% Pricing Level II 0% Pricing Level III 0% Pricing Level IV 0%time; or
(ii) if a for any portion of the Term Loan made or outstanding in whole or in part as LIBOR Rate LoanLoans, then at a rate per annum equal to the sum of Applicable Margin for such Loans plus the Adjusted LIBOR Rate plus for the Applicable applicable Interest Period selected by Borrower in conformity with this Agreement. Upon determining the Adjusted LIBOR Rate Marginfor any Interest Period requested by Borrower, Lender shall promptly notify Borrower thereof by telephone and, if so requested by Borrower, confirm the same in writing. Such determination shall, absent manifest error, be final, conclusive and binding on all parties and for all purposes. The applicable rate of interest for any portion of the Term Loan bearing interest based upon the Base Rate shall be increased or decreased, as the case may be, by an amount equal to any increase or decrease in the Base Rate, with such adjustments to be effective as of the opening of business on the day that any such change in the Base Rate becomes effective. Interest on each Loan shall accrue from and including the date on which such Loan is made, converted to a Loan of another Type or continued as a LIBOR Loan to (but excluding) the date of any repayment thereof; provided provided, however, that, if a Loan is repaid on each Leverage Ratio Determination Datethe same day made, commencing with one day's interest shall be paid on such Loan. The Base Rate on the first such date to occur after the Closing Datehereof is 4.00% per annum and, therefore, the Applicable LIBOR Rate Margin rate of interest in effect for hereunder on the Pricing Period commencing on such Leverage Ratio Determination Date and continuing for the term date hereof, expressed in simple interest terms, is 5.50% per annum with respect to any portion of the Pricing Period that begins on such Leverage Ratio Determination Date shall be the Applicable LIBOR Term Loan bearing interest as a Base Rate Margin corresponding to the Pricing Level in effect for such Pricing Period, as follows: Applicable LIBOR Pricing Level Rate Margin ------------- ---------------- Pricing Level I 1/4% Pricing Level II 3/8% Pricing Level III 1/2% Pricing Level IV 3/4% Notwithstanding anything in the foregoing to the contrary, if any Compliance Certificate delivered by the Borrower demonstrating the appropriate Pricing Level shall prove to be incorrect, as determined by reference to a subsequent Compliance Certificate or subsequent publicly filed financial statements of the Borrower or otherwise, such Compliance Certificate shall no longer be in effect, and the Agent shall notify the Borrower of the incorrectness of such Compliance Certificate and the Agent shall calculate the difference (which must be a positive difference, i.e., an underpayment of interest) between the amount of interest actually paid by the Borrower on the basis of such incorrect Compliance Certificate and the amount of interest which would have been due had such incorrect Compliance Certificate not been delivered to the Agent. The Agent shall notify the Borrower of the amount of such difference, if any, in a statement setting forth the method of calculation of such amount, which calculation shall be deemed correct in the absence of demonstrable error, and the Borrower shall pay such amount to the Agent for the account of the Banks within three (3) Business Days after receipt of such notice. Provided, the payment of such amount by the Borrower shall not in and of itself constitute a waiver by the Banks of the Event of Default that has otherwise resulted from the Borrower's delivery of such incorrect Compliance Certificate to the AgentLoan.
Appears in 1 contract
Sources: Loan and Security Agreement (Tropical Sportswear International Corp)
Rates of Interest. Subject Borrower agrees to the provisions pay interest in respect of Sections 2.2E and 2.8 hereof, each Revolving Loan shall bear interest on the all unpaid principal amount thereof amounts of the Revolver Loans from the date made through respective dates such principal amounts are advanced until paid (whether at stated maturity, whether by on acceleration or otherwise, at a rate determined by reference to the Base Rate or the Adjusted LIBOR Rate, as the case may be. The applicable basis for determining the rate of interest with respect to Revolving Loans shall be selected by the Borrower initially at the time a Borrowing Certificate is delivered to the Agent pursuant to Section 2.1B hereof. The basis for determining the interest rate with respect to any Revolving Loan may be changed from time to time pursuant to Section 2.2D hereof. If on any day a Revolving Loan is outstanding with respect to which notice has not been delivered to the Agent in accordance with this Loan Agreement specifying the applicable basis for determining the rate of interest on such Revolving Loan then, for that day, that Revolving Loan shall bear interest determined by reference to the Base Rate. Subject to the provisions of Sections 2.2E and 2.8 hereof, Revolving Loans shall bear interest through maturity as follows:
(i) if a Base Rate Loan, then at a rate per annum equal to the sum of applicable rate indicated below:
(i) for Revolver Loans made or outstanding as Base Rate Loans, the Base Rate plus in effect from time to time PLUS the Applicable Base Rate Margin; provided that, on each Leverage Ratio Determination Date, commencing with the first such date to occur after the Closing Date, the Applicable Base Rate Margin in effect for the Pricing Period commencing on such Leverage Ratio Determination Date and continuing for the term of the Pricing Period that begins on such Leverage Ratio Determination Date shall be the Applicable Base Rate Margin corresponding to the Pricing Level in effect for such Pricing Period, as follows: Applicable Pricing Level Base Rate Margin ------------- ---------------- Pricing Level I 0% Pricing Level II 0% Pricing Level III 0% Pricing Level IV 0%or
(ii) if a for Revolver Loans made or outstanding as LIBOR Loans, the relevant Adjusted LIBOR Rate Loanfor the applicable Interest Period selected by Borrower in conformity with this Agreement PLUS the Applicable Margin. Borrower agrees to pay interest in respect of all unpaid principal amounts outstanding with respect to Term Loan Advances from the respective dates such principal amounts are advanced until paid (whether at stated maturity, then on acceleration, or otherwise) at a rate per annum equal to the sum of applicable rate indicated below:
(i) for Term Loan Advances made or outstanding in whole or in part as Base Rate Loans, the Base Rate in effect from time to time PLUS the Applicable Margin; or
(ii) for Term Loan Advances made or outstanding in whole or in part as LIBOR Loans, the relevant Adjusted LIBOR Rate for the applicable Interest Period selected by Borrower in conformity with this Agreement PLUS the Applicable Margin. Upon determining the Adjusted LIBOR Rate plus for any Interest Period requested by Borrower, Agent shall promptly notify Borrower thereof by telephone and confirm the Applicable same in writing. Such determination shall, absent manifest error, be final, conclusive and binding on all parties and for all purposes. The applicable rate of interest for all Loans (or portions thereof) bearing interest based upon the Base Rate shall be increased or decreased, as the case may be, by an amount equal to any increase or decrease in the Base Rate, with such adjustments to be effective as of the opening of business on the day that any such change in the Base Rate becomes effective. Interest on each Loan shall accrue from and including the date on which such Loan is made, converted to a Loan of another Type or continued as a LIBOR Rate MarginLoan to (but excluding) the date of any repayment thereof; provided PROVIDED, HOWEVER, that, if a Loan is repaid on each Leverage Ratio Determination Datethe same day made, commencing with one day's interest shall be paid on such Loan. The Base Rate on the first such date to occur after the Closing Datehereof is 8% per annum and, therefore, the Applicable LIBOR Rate Margin rate of interest in effect for hereunder on the Pricing Period commencing on such Leverage Ratio Determination Date and continuing for the term date hereof, expressed in simple interest terms, is 8.5% per annum with respect to any portion of the Pricing Period that begins on such Leverage Ratio Determination Date shall be the Applicable LIBOR Revolver Loans bearing interest as a Base Rate Margin corresponding Loan and is 8.5% per annum with respect to the Pricing Level in effect for such Pricing Period, as follows: Applicable LIBOR Pricing Level Rate Margin ------------- ---------------- Pricing Level I 1/4% Pricing Level II 3/8% Pricing Level III 1/2% Pricing Level IV 3/4% Notwithstanding anything in the foregoing to the contrary, if any Compliance Certificate delivered by the Borrower demonstrating the appropriate Pricing Level shall prove to be incorrect, as determined by reference to a subsequent Compliance Certificate or subsequent publicly filed financial statements portion of the Borrower or otherwise, such Compliance Certificate shall no longer be in effect, and the Agent shall notify the Borrower of the incorrectness of such Compliance Certificate and the Agent shall calculate the difference (which must be Term Loan Advances bearing interest as a positive difference, i.e., an underpayment of interest) between the amount of interest actually paid by the Borrower on the basis of such incorrect Compliance Certificate and the amount of interest which would have been due had such incorrect Compliance Certificate not been delivered to the Agent. The Agent shall notify the Borrower of the amount of such difference, if any, in a statement setting forth the method of calculation of such amount, which calculation shall be deemed correct in the absence of demonstrable error, and the Borrower shall pay such amount to the Agent for the account of the Banks within three (3) Business Days after receipt of such notice. Provided, the payment of such amount by the Borrower shall not in and of itself constitute a waiver by the Banks of the Event of Default that has otherwise resulted from the Borrower's delivery of such incorrect Compliance Certificate to the AgentBase Rate Loan.
Appears in 1 contract
Sources: Loan and Security Agreement (Metromedia International Group Inc)
Rates of Interest. Subject to the provisions of Sections 2.2E and 2.8 hereof, each Revolving Loan (A) Interest shall bear interest accrue on the unpaid principal amount thereof from the date made through maturity, whether by acceleration or otherwise, at a rate determined by reference to the Base Rate or the Adjusted LIBOR Rate, as the case may be. The applicable basis for determining the rate of interest with respect to Revolving Loans shall be selected by the Borrower initially Portion outstanding at the time end of each day (computed on the basis of a Borrowing Certificate is delivered to the Agent pursuant to Section 2.1B hereof. The basis for determining the interest rate with respect to any Revolving Loan may be changed from time to time pursuant to Section 2.2D hereof. If on any day a Revolving Loan is outstanding with respect to which notice has not been delivered to the Agent in accordance with this Loan Agreement specifying the applicable basis for determining the rate calendar year of interest on such Revolving Loan then, for that day, that Revolving Loan shall bear interest determined by reference to the Base Rate. Subject to the provisions of Sections 2.2E 360 days and 2.8 hereof, Revolving Loans shall bear interest through maturity as follows:
(iactual days elapsed) if a Base Rate Loan, then at a fluctuating rate per annum equal to the sum of the Base Rate Margin applicable to the Base Rate Portion plus the Applicable Base Rate. After the date ---- hereof, the foregoing rates of interest shall be increased or decreased, as the case may be, by an amount equal to any increase or decrease in the Base Rate, with such adjustments to be effective as of the opening of business on the day that any such change in the Base Rate Margin; provided that, on each Leverage Ratio Determination Date, commencing with the first such date to occur after the Closing Date, the Applicable becomes effective. The Base Rate Margin in effect for on the Pricing Period commencing on such Leverage Ratio Determination Date and continuing for the term of the Pricing Period that begins on such Leverage Ratio Determination Date date hereof shall be the Applicable Base Rate Margin corresponding to effective on the Pricing Level opening of business on the date hereof, but if this Agreement is executed on a day that is not a Business Day, the Base Rate in effect for such Pricing Period, as follows: Applicable Pricing Level on the date hereof shall be the Base Rate Margin ------------- ---------------- Pricing Level I 0% Pricing Level II 0% Pricing Level III 0% Pricing Level IV 0%effective as of the opening of business on the last Business Day immediately preceding the date hereof.
(iiB) if Interest shall accrue on each LIBOR Portion outstanding at the end of each day (computed on the basis of a LIBOR Rate Loan, then calendar year of 360 days and actual days elapsed) at a rate per annum rates equal to the sum of the Adjusted LIBOR Rate applicable to each such LIBOR Portion plus the Applicable LIBOR Margin applicable to the LIBOR Portion. ---- Base Rate Margin; provided thatMargin shall mean (i) with respect to the Base Rate ---------------- Portion, on each Leverage Ratio Determination Date, commencing with the first such date to occur after as of the Closing Date, 1.00% per annum, and (ii) thereafter, as of January 1, April 1, July 1 and October 1 of each year (each, an "Adjustment Date"), commencing on the Applicable LIBOR first Adjustment Date on or after ---------------- April 1, 2000 on which Avalon, on a consolidated basis, shall have achieved a Pro Forma Fixed Charge Coverage Ratio for the trailing twelve month period ending on the last day immediately prior to such Adjustment Dates of not less than 1:1 for two (2) consecutive calendar quarters (the "Triggering Date"), the Base Rate Margin shall be adjusted, if necessary, ---------------- to the applicable percent per annum set forth in effect the pricing table below opposite the ratio of Senior Debt to EBITDA calculated for the Pricing Period trailing twelve month period ending on the last day of the most recently completed calendar quarter prior to the applicable Adjustment Date for which Lender has received the Compliance Certificate required by Section 8.1.3 (each ------------- such period, a "Calculation Period"). ------------------ LIBOR Margin shall mean shall mean (i) with respect to the LIBOR ------------ Portion, as of the Closing Date, 3.50% per annum, and (ii) thereafter, as of each Adjustment Date, commencing on such Leverage Ratio Determination Date the Triggering Date, the LIBOR Margin shall be adjusted, if necessary, to the applicable percent per annum set forth in the pricing table below opposite the ratio of Senior Debt to EBITDA calculated for the applicable Calculation Period. PRICING TABLE ------------- ============================================================================= Senior Debt to EBITDA Base Rate Margin LIBOR Margin ----------------------------------------------------------------------------- Equal to or greater than 3.00:1 .50% 3.00% ----------------------------------------------------------------------------- Greater than or equal to 2.50:1, but less than 3.00:1 .25% 2.75% ----------------------------------------------------------------------------- Greater than or equal to 2.25:1, but less than 2.50:1 .25% 2.50% ----------------------------------------------------------------------------- Less than 2.25:1 .25% 2.00% ============================================================================ If Borrowers shall fail to deliver a Compliance Certificate by the date required pursuant to Section 8.1.3 with respect to any calendar quarter, ------------- effective as of the first Business Day of the immediately succeeding calendar month and continuing for through the term day preceding the earlier of (i) the next succeeding Adjustment Date, or (ii) the subsequent delivery of the Pricing Period that begins on such Leverage Ratio Determination Date delinquent Compliance Certificate, each applicable Base Rate Margin and each applicable LIBOR Margin shall be conclusively presumed to equal the Applicable LIBOR highest applicable Base Rate Margin corresponding and the highest applicable LIBOR Margin specified in the pricing table set forth above. Subject to Section 2.1.2, in the Pricing Level event a Default (other ------------- than a Default arising as a result of the failure to deliver the Compliance Certificate as required by Section 8.1.3) has occurred and is continuing as of ------------- any Adjustment Date, any reduction in effect for such Pricing Periodthe Base Rate Margin or the LIBOR Margin, as follows: Applicable LIBOR Pricing Level Rate Margin ------------- ---------------- Pricing Level I 1/4% Pricing Level II 3/8% Pricing Level III 1/2% Pricing Level IV 3/4% Notwithstanding anything in the foregoing to the contrarycase may be, if any Compliance Certificate delivered by the Borrower demonstrating the appropriate Pricing Level shall prove to be incorrect, as determined by reference to a subsequent Compliance Certificate or subsequent publicly filed financial statements of the Borrower or otherwise, such Compliance Certificate shall no longer be in effect, and the Agent shall notify the Borrower of the incorrectness of such Compliance Certificate and the Agent shall calculate the difference (which must be a positive difference, i.e., an underpayment of interest) between the amount of interest actually paid by the Borrower on the basis of such incorrect Compliance Certificate and the amount of interest which would have otherwise occurred shall be postponed until the time such Default has been due had such incorrect Compliance Certificate not been delivered cured to the Agent. The Agent shall notify the Borrower satisfaction of the amount of such difference, if any, in a statement setting forth the method of calculation of such amount, which calculation shall be deemed correct in the absence of demonstrable error, and the Borrower shall pay such amount to the Agent for the account of the Banks within three (3) Business Days after receipt of such notice. Provided, the payment of such amount Lender or waived by the Borrower shall not in and of itself constitute a waiver by the Banks of the Event of Default that has otherwise resulted from the Borrower's delivery of such incorrect Compliance Certificate to the AgentLender.
Appears in 1 contract
Sources: Loan and Security Agreement (Avalon Community Services Inc)
Rates of Interest. Subject Borrower agrees to the provisions pay interest in ----------------- respect of Sections 2.2E and 2.8 hereof, each Revolving Loan shall bear interest on the all unpaid principal amount thereof amounts of the Revolver Loans from the date made through respective dates such principal amounts are advanced until paid (whether at stated maturity, whether by on acceleration or otherwise, at a rate determined by reference to the Base Rate or the Adjusted LIBOR Rate, as the case may be. The applicable basis for determining the rate of interest with respect to Revolving Loans shall be selected by the Borrower initially at the time a Borrowing Certificate is delivered to the Agent pursuant to Section 2.1B hereof. The basis for determining the interest rate with respect to any Revolving Loan may be changed from time to time pursuant to Section 2.2D hereof. If on any day a Revolving Loan is outstanding with respect to which notice has not been delivered to the Agent in accordance with this Loan Agreement specifying the applicable basis for determining the rate of interest on such Revolving Loan then, for that day, that Revolving Loan shall bear interest determined by reference to the Base Rate. Subject to the provisions of Sections 2.2E and 2.8 hereof, Revolving Loans shall bear interest through maturity as follows:
(i) if a Base Rate Loan, then at a rate per annum equal to the sum of applicable rate indicated below:
(i) for Revolver Loans made or outstanding as Base Rate Loans, .75% plus the Base Rate plus the Applicable Base Rate Margin; provided that, on each Leverage Ratio Determination Date, commencing with the first such date to occur after the Closing Date, the Applicable Base Rate Margin in effect for the Pricing Period commencing on such Leverage Ratio Determination Date and continuing for the term of the Pricing Period that begins on such Leverage Ratio Determination Date shall be the Applicable Base Rate Margin corresponding from time to the Pricing Level in effect for such Pricing Period, as follows: Applicable Pricing Level Base Rate Margin ------------- ---------------- Pricing Level I 0% Pricing Level II 0% Pricing Level III 0% Pricing Level IV 0%time; or
(ii) if a for Revolver Loans made or outstanding as LIBOR Loans, 3.00% plus the relevant Adjusted LIBOR Rate Loan, then at a rate per annum equal to for the sum of applicable Interest Period selected by Borrower in conformity with this Agreement. Upon determining the Adjusted LIBOR Rate plus for any Interest Period requested by Borrower, Agent shall promptly notify Borrower thereof by telephone and, if so requested by Borrower, confirmed in writing. Such determination shall, absent manifest error, be final, conclusive and binding on all parties and for all purposes. The applicable rate of interest for all Revolver Loans bearing interest based upon the Applicable Base Rate shall be increased or decreased, as the case may be, by an amount equal to any increase or decrease in the Base Rate, with such adjustments to be effective as of the opening of business on the day that any such change in the Base Rate becomes effective. Interest on each Revolver Loan shall accrue from and including the date on which such Revolver Loan is made, converted to a Revolver Loan of another Type or continued as a LIBOR Rate MarginLoan to (but excluding) the date of any repayment thereof; provided provided, -------- however, that, if a Revolver Loan is repaid on each Leverage Ratio Determination Datethe same day made, commencing one day's ------- interest shall be paid on such Revolver Loan. The Base Rate on the date hereof is 8.0 % per annum and, therefore, the rate of interest in effect hereunder on the date hereof, expressed in simple interest terms, is 8.75 % per annum with respect to any portion of the first such date to occur Revolver Loans bearing interest as a Base Rate Loan. From and after the Closing Date, the Applicable LIBOR Rate Margin in effect for the Pricing Period commencing on such Leverage Ratio Determination Date and continuing for the term occurrence of the Pricing Period that begins on such Leverage Ratio Determination Date shall be the Applicable LIBOR Rate Margin corresponding to the Pricing Level in effect for such Pricing Period, as follows: Applicable LIBOR Pricing Level Rate Margin ------------- ---------------- Pricing Level I 1/4% Pricing Level II 3/8% Pricing Level III 1/2% Pricing Level IV 3/4% Notwithstanding anything in the foregoing to the contrary, if any Compliance Certificate delivered by the Borrower demonstrating the appropriate Pricing Level shall prove to be incorrect, as determined by reference to a subsequent Compliance Certificate or subsequent publicly filed financial statements of the Borrower or otherwise, such Compliance Certificate shall no longer be in effect, and the Agent shall notify the Borrower of the incorrectness of such Compliance Certificate and the Agent shall calculate the difference (which must be a positive difference, i.e., an underpayment of interest) between the amount of interest actually paid by the Borrower on the basis of such incorrect Compliance Certificate and the amount of interest which would have been due had such incorrect Compliance Certificate not been delivered to the Agent. The Agent shall notify the Borrower of the amount of such difference, if any, in a statement setting forth the method of calculation of such amount, which calculation shall be deemed correct in the absence of demonstrable error, and the Borrower shall pay such amount to the Agent for the account of the Banks within three (3) Business Days after receipt of such notice. Provided, the payment of such amount by the Borrower shall not in and of itself constitute a waiver by the Banks of the Event of Default, interest shall accrue hereunder at the Default that has otherwise resulted from the Borrower's delivery of such incorrect Compliance Certificate to the AgentRate.
Appears in 1 contract
Sources: Loan and Security Agreement (Gulf States Steel Inc /Al/)
Rates of Interest. Subject to the provisions of Sections 2.2E and 2.8 4 hereof, each Revolving Credit Loan shall bear interest on the unpaid principal amount thereof from the date made through maturity, maturity (whether by acceleration or otherwise, ) at a rate determined by reference to the Base Rate plus the Applicable Base Rate Margin or the Adjusted LIBOR RateEuro-Rate plus the Applicable Euro-Rate Margin, as the case may be. The applicable basis for determining the rate of interest with respect to Revolving Credit Loans shall be selected by the Borrower Borrowers initially at the time a Borrowing Certificate Request For Revolving Credit Loan is delivered to the Agent Administrative Bank pursuant to Section 2.1B 2.1C hereof. The basis for determining the interest rate with respect to any Revolving Credit Loan may be changed by the Borrowers from time to time pursuant to Section 2.2D hereof. If on any day a Revolving Credit Loan is outstanding with respect to which notice has not been delivered to the Agent Administrative Bank or the Banks in accordance with the terms of this Loan Agreement specifying the applicable basis for determining the rate of interest on such Revolving Loan rate, then, for that day, that Revolving Credit Loan shall bear interest determined by reference to at the Base RateRate plus the Applicable Base Rate Margin. Subject to the provisions of Sections 2.2E and 2.8 4 hereof, Revolving Credit Loans shall bear interest through maturity as follows:
(i) if a Base Rate Loan, then at a rate per annum equal to the sum higher of (a) the Federal Funds Effective Rate plus one half percent (0.5%) per annum plus the Applicable Base Rate Margin or (b) the Prime Rate plus the Applicable Base Rate Margin; provided that, on each Leverage Ratio Determination DateDate of Determination, commencing with the first such date Date of Determination to occur after the Closing Date, the Applicable Base Rate Margin in effect for the Pricing Period commencing on such Leverage Ratio Date of Determination Date and continuing for the term of the Pricing Period that begins on such Leverage Ratio Date of Determination Date shall be the Applicable Base Rate Margin corresponding to the Pricing Level in effect for such Pricing Period, as follows: Applicable Pricing Level Applicable Base Rate Margin ------------- ---------------- Pricing --------------------------- Level I 00.00% Level II 0.00% Level III 0.00% Level IV 0.00% Level V 0.25% Pricing Level II 0% Pricing Level III 0% Pricing Level IV 0%
(ii) if a LIBOR Rate Loan, then at a rate per annum equal to the sum of the Adjusted LIBOR Rate plus the Applicable LIBOR Rate Margin; provided that, on each Leverage Ratio Determination Date, commencing with the first such date to occur after the Closing Date, the Applicable LIBOR Rate Margin in effect for the Pricing Period commencing on such Leverage Ratio Determination Date and continuing for the term of the Pricing Period that begins on such Leverage Ratio Determination Date shall be the Applicable LIBOR Rate Margin corresponding to the Pricing Level in effect for such Pricing Period, as follows: Applicable LIBOR Pricing Level Euro-Rate Margin ------------- ---------------- Pricing --------------------------- Level I 1/40.75% Pricing Level II 3/81.00% Pricing Level III 1/21.25% Pricing Level IV 3/41.50% Notwithstanding anything in the foregoing to the contrary, if any Compliance Certificate delivered by the Borrower demonstrating the appropriate Pricing Level shall prove to be incorrect, as determined by reference to a subsequent Compliance Certificate or subsequent publicly filed financial statements of the Borrower or otherwise, such Compliance Certificate shall no longer be in effect, and the Agent shall notify the Borrower of the incorrectness of such Compliance Certificate and the Agent shall calculate the difference (which must be a positive difference, i.e., an underpayment of interest) between the amount of interest actually paid by the Borrower on the basis of such incorrect Compliance Certificate and the amount of interest which would have been due had such incorrect Compliance Certificate not been delivered to the Agent. The Agent shall notify the Borrower of the amount of such difference, if any, in a statement setting forth the method of calculation of such amount, which calculation shall be deemed correct in the absence of demonstrable error, and the Borrower shall pay such amount to the Agent for the account of the Banks within three (3) Business Days after receipt of such notice. Provided, the payment of such amount by the Borrower shall not in and of itself constitute a waiver by the Banks of the Event of Default that has otherwise resulted from the Borrower's delivery of such incorrect Compliance Certificate to the Agent.V 1.75%
Appears in 1 contract
Sources: Loan Agreement (Res Care Inc /Ky/)
Rates of Interest. Subject to the provisions of Sections 2.2E 2.2G and 2.8 2.6 hereof, each Revolving Loan and each Line of Credit Advance made to the Borrower shall bear interest on the unpaid principal amount thereof from the date made through maturity, maturity (whether by acceleration or otherwise, ) at a rate determined by reference to either the Base Rate or the Adjusted LIBOR RateRate as provided below, as the case may be. The applicable basis for determining the rate of interest with respect to Revolving Loans and/or Line of Credit Advances made to the Borrower shall be selected by the Borrower initially at the time a Borrowing Certificate Request for Revolving Loan or a Request for Line of Credit Advance is delivered to the Agent pursuant to Section 2.1B 2.1A hereof. The basis for determining the interest rate with respect to any Revolving Loan or any Line of Credit Advance made to the Borrower may be changed from time to time pursuant to Section 2.2D hereof. If on any day a Revolving Loan or a Line of Credit Advance is outstanding to the Borrower with respect to which notice has not been delivered to the Agent Banks in accordance with the terms of this Loan Agreement specifying the applicable basis for determining the rate of interest on to apply to such Revolving Loan or such Line of Credit Advance then, for that day, that Revolving Loan or that Line of Credit Advance shall be deemed a Base Rate Loan and shall bear interest determined by reference to at the Base Rate. Subject to the provisions of Sections 2.2E 2.6B and 2.8 2.6C hereof, Revolving Loans and/or Line of Credit Advances shall bear interest through maturity as follows:
(i) if If a Base Rate Loan, then at a rate per annum equal to the sum of the Base Rate plus the Applicable Base Rate Margin; provided that, on each Leverage Ratio Determination Date, commencing with the first such date to occur after the Closing Date, the Applicable Base Rate Margin in effect for the Pricing Period commencing on such Leverage Ratio Determination Date and continuing for the term of the Pricing Period that begins on such Leverage Ratio Determination Date shall be the Applicable Base Rate Margin corresponding to the Pricing Level in effect for such Pricing Period, as follows: Applicable Pricing Level Base Rate Margin ------------- ---------------- Pricing Level I 0% Pricing Level II 0% Pricing Level III 0% Pricing Level IV 0%Rate;
(ii) if If a LIBOR Rate Loan, then at a rate per annum equal to the sum of the Adjusted LIBOR Rate plus the Applicable LIBOR Rate MarginRate; provided that, on each Leverage Ratio Determination DateDate of Determination, commencing with the first such date to occur after the Closing DateOctober 11, 1996, the Applicable LIBOR Rate Margin in effect for the Pricing Period commencing on such Leverage Ratio Date of Determination Date and continuing for the term of the Pricing Period that begins on such Leverage Ratio Date of Determination Date shall be the Applicable LIBOR Rate Margin corresponding to the Pricing Level in effect for such Pricing Period, as followsapplicable: Applicable LIBOR Pricing Level LIBOR Rate Margin ------------- ---------------- Pricing Level I 1/4.500% Pricing Level II 3/8.575% Pricing Level III 1/2% Pricing Level IV 3/4.625% Notwithstanding anything in the foregoing to the contrary, if any Compliance Certificate delivered by the Borrower demonstrating the appropriate Pricing Level shall prove to be incorrect, incorrect (as determined by reference to a subsequent Compliance Certificate or subsequent publicly filed the Borrower's financial statements of the Borrower or otherwise), such Compliance Certificate shall no longer be in effect, and the Agent Banks shall notify the Borrower of the such incorrectness of such Compliance Certificate and the Agent shall calculate the difference (which must be a positive difference, i.e., an underpayment of interest) between the amount of interest actually paid by the Borrower on the basis of such incorrect Compliance Certificate and the amount of interest which would have been due had such incorrect Compliance Certificate not been delivered to the Agentdelivered. The Agent shall notify the Borrower of the amount of such difference, if any, in a statement setting forth the method of calculation of such amountamount (which calculation, which calculation shall be deemed correct in the absence of demonstrable error, shall be deemed correct) and the Borrower shall pay such amount to the Agent Agent, for the account benefit of the Banks Banks, within three (3) Business Days after receipt of such notice. Provided, the payment of such amount by the Borrower shall not in and of itself constitute a waiver by the Banks of the Event of Default that has otherwise resulted from the Borrower's delivery of such incorrect Compliance Certificate to the Agent.
Appears in 1 contract
Rates of Interest. Subject Borrowers agree to the provisions pay interest in respect of Sections 2.2E and 2.8 hereof, each Revolving Loan shall bear interest on the all unpaid principal amount thereof amounts of the Revolver Loans from the date made through respective dates such principal amounts are advanced until paid (whether at stated maturity, whether by on acceleration or otherwise, at a rate determined by reference to the Base Rate or the Adjusted LIBOR Rate, as the case may be. The applicable basis for determining the rate of interest with respect to Revolving Loans shall be selected by the Borrower initially at the time a Borrowing Certificate is delivered to the Agent pursuant to Section 2.1B hereof. The basis for determining the interest rate with respect to any Revolving Loan may be changed from time to time pursuant to Section 2.2D hereof. If on any day a Revolving Loan is outstanding with respect to which notice has not been delivered to the Agent in accordance with this Loan Agreement specifying the applicable basis for determining the rate of interest on such Revolving Loan then, for that day, that Revolving Loan shall bear interest determined by reference to the Base Rate. Subject to the provisions of Sections 2.2E and 2.8 hereof, Revolving Loans shall bear interest through maturity as follows:
(i) if a Base Rate Loan, then at a rate per annum equal to the sum of applicable rate indicated below:
(i) for Revolver Loans made or outstanding as Base Rate Loans, the Applicable Margin plus the Base Rate plus the Applicable Base Rate Margin; provided that, on each Leverage Ratio Determination Date, commencing with the first such date to occur after the Closing Date, the Applicable Base Rate Margin in effect for the Pricing Period commencing on such Leverage Ratio Determination Date and continuing for the term of the Pricing Period that begins on such Leverage Ratio Determination Date shall be the Applicable Base Rate Margin corresponding from time to the Pricing Level in effect for such Pricing Period, as follows: Applicable Pricing Level Base Rate Margin ------------- ---------------- Pricing Level I 0% Pricing Level II 0% Pricing Level III 0% Pricing Level IV 0%time; or
(ii) if a for Revolver Loans made or outstanding as LIBOR Loans, the Applicable Margin plus the relevant Adjusted LIBOR Rate Loanfor the applicable Interest Period selected by Borrowers in conformity with this Agreement. Borrowers agree to pay interest in respect of all unpaid principal amounts outstanding with respect to Term Loan Advances from the respective dates such principal amounts are advanced until paid (whether at stated maturity, then on acceleration, or otherwise) at a rate per annum equal to the sum applicable rate indicated below:
(i) for any portion of Term Loan Advances made or outstanding as Base Rate Loans, the Applicable Margin plus the Base Rate in effect from time to time; or
(ii) for any portion of Term Loan Advances made or outstanding as LIBOR Loans, the Applicable Margin plus the relevant Adjusted LIBOR Rate for the applicable Interest Period selected by Borrowers in conformity with this Agreement. Upon determining the Adjusted LIBOR Rate plus for any Interest Period requested by Borrowers, Agent shall promptly notify Borrowers thereof by telephone and, if so requested by Borrowers, confirm the Applicable same in writing. Such determination shall, absent manifest error, be final, conclusive and binding on all parties and for all purposes. The applicable rate of interest for all Loans (or portions thereof) bearing interest based upon the Base Rate shall be increased or decreased, as the case may be, by an amount equal to any increase or decrease in the Base Rate, with such adjustments to be effective as of the opening of business on the day that any such change in the Base Rate becomes effective. Interest on each Loan shall accrue from and including the date on which such Loan is made, converted to a Loan of another Type or continued as a LIBOR Rate MarginLoan to (but excluding) the date of any repayment thereof; provided provided, however, that, if a Loan is repaid on each Leverage Ratio Determination Datethe same day made, commencing with the first such date to occur after the Closing Date, the Applicable LIBOR Rate Margin in effect for the Pricing Period commencing one day's interest shall be paid on such Leverage Ratio Determination Date and continuing for the term of the Pricing Period that begins on such Leverage Ratio Determination Date shall be the Applicable LIBOR Rate Margin corresponding to the Pricing Level in effect for such Pricing Period, as follows: Applicable LIBOR Pricing Level Rate Margin ------------- ---------------- Pricing Level I 1/4% Pricing Level II 3/8% Pricing Level III 1/2% Pricing Level IV 3/4% Notwithstanding anything in the foregoing to the contrary, if any Compliance Certificate delivered by the Borrower demonstrating the appropriate Pricing Level shall prove to be incorrect, as determined by reference to a subsequent Compliance Certificate or subsequent publicly filed financial statements of the Borrower or otherwise, such Compliance Certificate shall no longer be in effect, and the Agent shall notify the Borrower of the incorrectness of such Compliance Certificate and the Agent shall calculate the difference (which must be a positive difference, i.e., an underpayment of interest) between the amount of interest actually paid by the Borrower on the basis of such incorrect Compliance Certificate and the amount of interest which would have been due had such incorrect Compliance Certificate not been delivered to the Agent. The Agent shall notify the Borrower of the amount of such difference, if any, in a statement setting forth the method of calculation of such amount, which calculation shall be deemed correct in the absence of demonstrable error, and the Borrower shall pay such amount to the Agent for the account of the Banks within three (3) Business Days after receipt of such notice. Provided, the payment of such amount by the Borrower shall not in and of itself constitute a waiver by the Banks of the Event of Default that has otherwise resulted from the Borrower's delivery of such incorrect Compliance Certificate to the AgentLoan.
Appears in 1 contract
Rates of Interest. Subject (i) Borrowers jointly and severally agree to the provisions pay interest in respect of Sections 2.2E and 2.8 hereof, each Revolving Loan shall bear interest on the all unpaid principal amount thereof amounts of the Revolver Loans from the date made through respective dates such principal amounts are advanced until paid (whether at stated maturity, whether by on acceleration or otherwise, at a rate determined by reference to the Base Rate or the Adjusted LIBOR Rate, as the case may be. The applicable basis for determining the rate of interest with respect to Revolving Loans shall be selected by the Borrower initially at the time a Borrowing Certificate is delivered to the Agent pursuant to Section 2.1B hereof. The basis for determining the interest rate with respect to any Revolving Loan may be changed from time to time pursuant to Section 2.2D hereof. If on any day a Revolving Loan is outstanding with respect to which notice has not been delivered to the Agent in accordance with this Loan Agreement specifying the applicable basis for determining the rate of interest on such Revolving Loan then, for that day, that Revolving Loan shall bear interest determined by reference to the Base Rate. Subject to the provisions of Sections 2.2E and 2.8 hereof, Revolving Loans shall bear interest through maturity as follows:
(i) if a Base Rate Loan, then at a rate per annum equal to the sum of applicable rate indicated below:
(i) for Revolver Loans made or outstanding as Base Rate Loans, the Applicable Margin for Revolver Loans that are Base Rate Loans plus the Base Rate plus the Applicable Base Rate Margin; provided that, on each Leverage Ratio Determination Date, commencing with the first such date to occur after the Closing Date, the Applicable Base Rate Margin in effect for the Pricing Period commencing on such Leverage Ratio Determination Date and continuing for the term of the Pricing Period that begins on such Leverage Ratio Determination Date shall be the Applicable Base Rate Margin corresponding from time to the Pricing Level in effect for such Pricing Period, as follows: Applicable Pricing Level Base Rate Margin ------------- ---------------- Pricing Level I 0% Pricing Level II 0% Pricing Level III 0% Pricing Level IV 0%time; or
(ii) if a for Revolver Loans made or outstanding as LIBOR Rate LoanLoans, then at a rate per annum equal to the sum of Applicable Margin for Revolver Loans that are LIBOR Loans plus the Adjusted LIBOR Rate plus for the Applicable applicable Interest Period selected by Borrowers in conformity with this Agreement. Upon determining the Adjusted LIBOR Rate Marginfor any Interest Period requested by Borrowers, Lender shall promptly notify Borrowers thereof by telephone and, if so requested by Borrowers, confirm the same in writing. Such determination shall, absent manifest error, be final, conclusive and binding on all parties and for all purposes. The applicable rate of interest for all Loans (or portions thereof) bearing interest based upon the Base Rate shall be increased or decreased, as the case may be, by an amount equal to any increase or decrease in the Base Rate, with such adjustments to be effective as of the opening of business on the day that any such change in the Base Rate becomes effective. Interest on each Loan shall accrue from and including the date on which such Loan is made, converted to a Loan of another Type or continued as a LIBOR Loan to (but excluding) the date of any repayment thereof; provided provided, however, that, if a Loan is repaid on each Leverage Ratio Determination Datethe same day made, commencing with one day's interest shall be paid on such Loan. The Base Rate on the first such date to occur after the Closing Datehereof is 4.75% per annum and, therefore, the Applicable LIBOR Rate Margin rate of interest in effect for hereunder on the Pricing Period commencing on such Leverage Ratio Determination Date and continuing for the term date hereof, expressed in simple interest terms, is 4.75% per annum with respect to any portion of the Pricing Period that begins on such Leverage Ratio Determination Date shall be the Applicable LIBOR Revolver Loans bearing interest as a Base Rate Margin corresponding to the Pricing Level in effect for such Pricing Period, as follows: Applicable LIBOR Pricing Level Rate Margin ------------- ---------------- Pricing Level I 1/4% Pricing Level II 3/8% Pricing Level III 1/2% Pricing Level IV 3/4% Notwithstanding anything in the foregoing to the contrary, if any Compliance Certificate delivered by the Borrower demonstrating the appropriate Pricing Level shall prove to be incorrect, as determined by reference to a subsequent Compliance Certificate or subsequent publicly filed financial statements of the Borrower or otherwise, such Compliance Certificate shall no longer be in effect, and the Agent shall notify the Borrower of the incorrectness of such Compliance Certificate and the Agent shall calculate the difference (which must be a positive difference, i.e., an underpayment of interest) between the amount of interest actually paid by the Borrower on the basis of such incorrect Compliance Certificate and the amount of interest which would have been due had such incorrect Compliance Certificate not been delivered to the Agent. The Agent shall notify the Borrower of the amount of such difference, if any, in a statement setting forth the method of calculation of such amount, which calculation shall be deemed correct in the absence of demonstrable error, and the Borrower shall pay such amount to the Agent for the account of the Banks within three (3) Business Days after receipt of such notice. Provided, the payment of such amount by the Borrower shall not in and of itself constitute a waiver by the Banks of the Event of Default that has otherwise resulted from the Borrower's delivery of such incorrect Compliance Certificate to the AgentLoan.
Appears in 1 contract
Sources: Loan and Security Agreement (Sed International Holdings Inc)
Rates of Interest. Subject Interest accrued on the Loans shall be due on the earliest of (i) in the case of a LIBOR Rate Loan, the first day of each month (for the immediately preceding month), computed through the last calendar day of the preceding month and at the end of the Interest Period applicable thereto and in the case of a Prime Rate Loan, the first day of each month (for the immediately preceding month), computed through the last calendar day of the preceding month, (ii) the occurrence of an Event of Default in consequence of which Agent elects to accelerate the maturity and payment of the Liabilities, or (iii) termination of this Agreement pursuant to paragraph 13 hereof. Interest shall accrue on (1) the unpaid principal amount of the Revolving Loans made to Borrower outstanding at the end of each day at (A) with respect to Prime Rate Revolving Loans, a fluctuating rate per annum equal to the provisions Applicable Margin above the Prime Rate or (B) with respect to LIBOR Rate Revolving Loans, a fixed rate per annum equal to the Applicable Margin above the LIBOR Rate, (2) the unpaid principal balance of Sections 2.2E the Term Loan outstanding at the end of each day at (A) with respect to Prime Rate Term Loans, a fluctuating rate per annum equal to the Applicable Margin above the Prime Rate or (B) with respect to LIBOR Rate Term Loans, a fixed rate per annum equal to the Applicable Margin above the LIBOR Rate and 2.8 hereof(3) the unpaid principal amount of the Equipment Loans made to Borrower outstanding at the end of each day at (A) with respect to Prime Rate Equipment Loans, each Revolving Loan a fixed rate per annum equal to the Applicable Margin above the Prime Rate or (B) with respect to LIBOR Rate Equipment Loans, a fixed rate per annum equal to the Applicable Margin above the LIBOR Rate. The rate of interest payable on Prime Rate Loans shall increase or decrease by an amount equal to any increase or decrease in the Prime Rate, effective as of the opening of business on the day that any such change in the Prime Rate occurs. Upon and after the occurrence of an Event of Default, and during the continuation thereof, the principal amount of all Loans shall bear interest on the unpaid principal amount thereof from the date made through maturity, whether by acceleration or otherwise, at a rate determined by reference to the Base Rate or the Adjusted LIBOR Rate, as the case may be. The applicable basis for determining the rate of interest with respect to Revolving Loans shall be selected by the Borrower initially at the time a Borrowing Certificate is delivered to the Agent pursuant to Section 2.1B hereof. The basis for determining the interest rate with respect to any Revolving Loan may be changed from time to time pursuant to Section 2.2D hereof. If on any day a Revolving Loan is outstanding with respect to which notice has not been delivered to the Agent in accordance with this Loan Agreement specifying the applicable basis for determining the rate of interest on such Revolving Loan then, for that day, that Revolving Loan shall bear interest determined by reference to the Base Rate. Subject to the provisions of Sections 2.2E and 2.8 hereof, Revolving Loans shall bear interest through maturity as follows:
(i) if a Base Rate Loan, then demand at a rate per annum equal to the sum rate of the Base Rate plus the Applicable Base Rate Margin; provided that, on each Leverage Ratio Determination Date, commencing with the first such date to occur after the Closing Date, the Applicable Base Rate Margin interest then in effect for the Pricing Period commencing on such Leverage Ratio Determination Date and continuing for the term of the Pricing Period that begins on such Leverage Ratio Determination Date shall be the Applicable Base Rate Margin corresponding to the Pricing Level in effect for such Pricing Period, as follows: Applicable Pricing Level Base Rate Margin ------------- ---------------- Pricing Level I 0% Pricing Level II 0% Pricing Level III 0% Pricing Level IV 0under this paragraph 6(a) plus two percent (2%
(ii) if a LIBOR Rate Loan, then at a rate per annum equal to the sum of the Adjusted LIBOR Rate plus the Applicable LIBOR Rate Margin; provided that, on each Leverage Ratio Determination Date, commencing with the first such date to occur after the Closing Date, the Applicable LIBOR Rate Margin in effect for the Pricing Period commencing on such Leverage Ratio Determination Date and continuing for the term of the Pricing Period that begins on such Leverage Ratio Determination Date shall be the Applicable LIBOR Rate Margin corresponding to the Pricing Level in effect for such Pricing Period, as follows: Applicable LIBOR Pricing Level Rate Margin ------------- ---------------- Pricing Level I 1/4% Pricing Level II 3/8% Pricing Level III 1/2% Pricing Level IV 3/4% Notwithstanding anything in the foregoing to the contrary, if any Compliance Certificate delivered by the Borrower demonstrating the appropriate Pricing Level shall prove to be incorrect, as determined by reference to a subsequent Compliance Certificate or subsequent publicly filed financial statements of the Borrower or otherwise, such Compliance Certificate shall no longer be in effect, and the Agent shall notify the Borrower of the incorrectness of such Compliance Certificate and the Agent shall calculate the difference (which must be a positive difference, i.e., an underpayment of interest) between the amount of interest actually paid by the Borrower on the basis of such incorrect Compliance Certificate and the amount of interest which would have been due had such incorrect Compliance Certificate not been delivered to the Agent. The Agent shall notify the Borrower of the amount of such difference, if any, in a statement setting forth the method of calculation of such amount, which calculation shall be deemed correct in the absence of demonstrable error, and the Borrower shall pay such amount to the Agent for the account of the Banks within three (3) Business Days after receipt of such notice. Provided, the payment of such amount by the Borrower shall not in and of itself constitute a waiver by the Banks of the Event of Default that has otherwise resulted from the Borrower's delivery of such incorrect Compliance Certificate to the Agent).
Appears in 1 contract
Sources: Loan and Security Agreement (Transact Technologies Inc)
Rates of Interest. Subject Interest accrued on the Loans shall be due on the earliest of (i) in the case of a LIBOR Rate Loan, the first day of each month (for the immediately preceding month), computed through the last calendar day of the preceding month and at the end of the Interest Period applicable thereto and in the case of a Prime Rate Loan, the first day of each month (for the immediately preceding month), computed through the last calendar day of the preceding month, (ii) the occurrence of an Event of Default in consequence of which Agent -22- elects to accelerate the maturity and payment of the Liabilities, or (iii) termination of this Agreement pursuant to paragraph 13 hereof. Interest shall accrue on (1) the principal amount of the Revolving Loans made to Borrower outstanding at the end of each day at (A) with respect to Prime Rate Revolving Loans, a fluctuating rate per annum equal to the provisions Applicable Margin above the Prime Rate or (B) with respect to LIBOR Rate Revolving Loans, a fixed rate per annum equal to the Applicable Margin above the LIBOR Rate, (2) the unpaid principal balance of Sections 2.2E Term Loan A at (A) with respect to Prime Rate Term Loans, a fluctuating rate per annum equal to the Applicable Margin above the Prime Rate or (B) with respect to LIBOR Rate Term Loans, a fixed rate per annum equal to the Applicable Margin above the LIBOR Rate and 2.8 hereof(3) the unpaid principal amount of Term Loan B made to Borrower outstanding at the end of each day at (A) with respect to Prime Rate Term Loans, each Revolving Loan a fixed rate per annum equal to the Applicable Margin above the Prime Rate or (B) with respect to LIBOR Rate Term Loans, a fixed rate per annum equal to the Applicable Margin above the LIBOR Rate. The rate of interest payable on Prime Rate Loans shall increase or decrease by an amount equal to any increase or decrease in the Prime Rate, effective as of the opening of business on the day that any such change in the Prime Rate occurs. Upon and after the occurrence of an Event of Default, and during the continuation thereof, the principal amount of all Loans shall bear interest on the unpaid principal amount thereof from the date made through maturity, whether by acceleration or otherwise, at a rate determined by reference to the Base Rate or the Adjusted LIBOR Rate, as the case may be. The applicable basis for determining the rate of interest with respect to Revolving Loans shall be selected by the Borrower initially at the time a Borrowing Certificate is delivered to the Agent pursuant to Section 2.1B hereof. The basis for determining the interest rate with respect to any Revolving Loan may be changed from time to time pursuant to Section 2.2D hereof. If on any day a Revolving Loan is outstanding with respect to which notice has not been delivered to the Agent in accordance with this Loan Agreement specifying the applicable basis for determining the rate of interest on such Revolving Loan then, for that day, that Revolving Loan shall bear interest determined by reference to the Base Rate. Subject to the provisions of Sections 2.2E and 2.8 hereof, Revolving Loans shall bear interest through maturity as follows:
(i) if a Base Rate Loan, then demand at a rate per annum equal to the sum rate of the Base Rate plus the Applicable Base Rate Margin; provided that, on each Leverage Ratio Determination Date, commencing with the first such date to occur after the Closing Date, the Applicable Base Rate Margin interest then in effect for the Pricing Period commencing on such Leverage Ratio Determination Date and continuing for the term of the Pricing Period that begins on such Leverage Ratio Determination Date shall be the Applicable Base Rate Margin corresponding to the Pricing Level in effect for such Pricing Period, as follows: Applicable Pricing Level Base Rate Margin ------------- ---------------- Pricing Level I 0% Pricing Level II 0% Pricing Level III 0% Pricing Level IV 0under this paragraph 6(a) plus two percent (2%
(ii) if a LIBOR Rate Loan, then at a rate per annum equal to the sum of the Adjusted LIBOR Rate plus the Applicable LIBOR Rate Margin; provided that, on each Leverage Ratio Determination Date, commencing with the first such date to occur after the Closing Date, the Applicable LIBOR Rate Margin in effect for the Pricing Period commencing on such Leverage Ratio Determination Date and continuing for the term of the Pricing Period that begins on such Leverage Ratio Determination Date shall be the Applicable LIBOR Rate Margin corresponding to the Pricing Level in effect for such Pricing Period, as follows: Applicable LIBOR Pricing Level Rate Margin ------------- ---------------- Pricing Level I 1/4% Pricing Level II 3/8% Pricing Level III 1/2% Pricing Level IV 3/4% Notwithstanding anything in the foregoing to the contrary, if any Compliance Certificate delivered by the Borrower demonstrating the appropriate Pricing Level shall prove to be incorrect, as determined by reference to a subsequent Compliance Certificate or subsequent publicly filed financial statements of the Borrower or otherwise, such Compliance Certificate shall no longer be in effect, and the Agent shall notify the Borrower of the incorrectness of such Compliance Certificate and the Agent shall calculate the difference (which must be a positive difference, i.e., an underpayment of interest) between the amount of interest actually paid by the Borrower on the basis of such incorrect Compliance Certificate and the amount of interest which would have been due had such incorrect Compliance Certificate not been delivered to the Agent. The Agent shall notify the Borrower of the amount of such difference, if any, in a statement setting forth the method of calculation of such amount, which calculation shall be deemed correct in the absence of demonstrable error, and the Borrower shall pay such amount to the Agent for the account of the Banks within three (3) Business Days after receipt of such notice. Provided, the payment of such amount by the Borrower shall not in and of itself constitute a waiver by the Banks of the Event of Default that has otherwise resulted from the Borrower's delivery of such incorrect Compliance Certificate to the Agent).
Appears in 1 contract
Sources: Loan and Security Agreement (Security Capital Corp/De/)