Alternative Currency Loans. Each Borrowing of Alternative Currency Loans, and each continuation of an Alternative Currency Term Rate Loan shall be made upon the Borrower’s irrevocable notice to the Lender, which may be given by (A) telephone or (B) a Committed Loan Notice; provided, that, any telephonic notice must be confirmed immediately by delivery to the Lender of a Committed Loan Notice. Each such Committed Loan Notice must be received by the Lender not later than 11:00 a.m. (Eastern time) three Business Days (or five Business Days in the case of a Special Notice Currency) prior to the requested date of any Borrowing or, in the case of Alternative Currency Term Rate Loans, any continuation. Each Borrowing of or continuation of Alternative Currency Loans shall be in the minimum amounts set forth in the Agreement for Loans bearing interest at the Eurocurrency Rate and denominated in the applicable Alternative Currency. Each Committed Loan Notice shall specify (i) whether the Borrower is requesting a Borrowing or a continuation of Alternative Currency Term Rate Loans, (ii) the requested date of the Borrowing or continuation, as the case may be (which shall be a Business Day), (iii) the currency and principal amount of Loans to be borrowed or continued, (iv) the Type of Loans to be borrowed, (v) if applicable, the duration of the Interest Period with respect thereto. If the Borrower fails to specify a currency in a Loan Notice requesting a Borrowing, then the Loans so requested shall be made in Dollars. If the Borrower fails to specify a Type of Loan in a Committed Loan Notice or if such Borrower fails to give a timely notice requesting a continuation, then the applicable Loans shall be made as Base Rate Loans denominated in Dollars; provided, however, that, in the case of a failure to timely request a continuation of Alternative Currency Term Rate Loans, such Loans shall be continued as Alternative Currency Term Rate Loans in their original currency with an Interest Period of one (1) month. If the Borrower requests a Borrowing of or continuation of Alternative Currency Term Rate Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. Except as otherwise specified in the Agreement, no Alternative Currency Loan may be converted into or continued as a Loan denominated in a different currency, but instead must be repaid in the original currency of such Alternative Currency Loan and reborrowed...
Alternative Currency Loans. The initial Interest Period for each Group of Alternative Currency Loans shall be specified by the Borrower in the applicable Notice of Borrowing. The Borrower may specify the duration of each subsequent Interest Period applicable to such Group of Alternative Currency Loans by delivering to the Administrative Agent, not later than 12:00 Noon (New York City time) on the fourth Business Day before the end of the immediately preceding Interest Period, a notice specifying the Group of Loans to which such notice applies and the duration of such subsequent Interest Period (which shall comply with the provisions of the definition of Interest Period). Such notice may, if it so specifies, apply to only a portion of the aggregate principal amount of the relevant Group of Loans; provided that (i) such portion is allocated ratably among the Loans comprising such Group and (ii) the Dollar Amounts of the portion to which such notice applies, and the remaining portion to which it does not apply, are each at least $2,000,000. If no such Notice of Extension/Conversion is timely received by the Administrative Agent before the end of any applicable Interest Period, the Borrower shall be deemed to have elected that the subsequent Interest Period for such Group of Loans shall have a duration of one month (subject to the provisions of the definition of Interest Period).
Alternative Currency Loans. Each payment (including repayments described in Article II) by the Borrower on account of the principal of or interest on the Loans denominated in any Alternative Currency shall be made in such Alternative Currency not later than 11:00 a.m. (the time of the Administrative Agent's Correspondent) on the date specified for payment under this Agreement to the Administrative Agent's account with the Administrative Agent's Correspondent for the account of the Lenders (other than as set forth below) pro rata in accordance with their respective Commitment Percentages (other than as set forth below) in immediately available funds, and shall be made without any set-off, counterclaim or deduction whatsoever. Any payment received after such time but before 12:00 noon (the time of the Administrative Agent's Correspondent) on such day shall be deemed a payment on such date for the purposes of Section 11.1, but for all other purposes shall be deemed to have been made on the next succeeding Business Day. Any payment received after 12:00 noon (the time of the Administrative Agent's Correspondent) shall be deemed to have been made on the next succeeding Business Day for all purposes.
Alternative Currency Loans. Each payment by the Borrower on account of the principal of or interest on the Alternative Currency Loans shall be made in such Alternative Currency not later than 11:00 a.m. (the time of the Administrative Agent's Correspondent) on the date specified for payment under this Agreement to the Administrative Agent's account with the Administrative Agent's Correspondent for the account of the Alternative Currency Lender (other than as set forth below) in immediately available funds, and shall be made without any set-off, counterclaim or deduction whatsoever. Any payment received after such time but before 12:00 noon (the time of the Administrative Agent's Correspondent) on such day shall be deemed a payment on such date for the purposes of Section 11.1, but for all other purposes shall be deemed to have been made on the next succeeding Business Day. Any payment received after 12:00 noon (the time of the Administrative Agent's Correspondent) shall be deemed to have been made on the next succeeding Business Day for all purposes.
Alternative Currency Loans. Notwithstanding anything to the contrary contained in this Agreement, (a) Alternative Currency Loans shall at all times constitute LIBOR Rate Loans and (b) during the existence of an Event of Default, the Required Lenders may demand that any or all of the then outstanding Alternative Currency Loans be prepaid, or redenominated into Dollars in the amount of the Dollar Equivalent thereof, on the last day of the then current Interest Period with respect thereto. Capitalized terms used and not otherwise defined in this Exhibit 3 shall have the meanings attributed to such terms in the Loan Agreement. EXHIBIT 4 [RESERVED] EXHIBIT 5 VSE CORPORATION QUARTERLY COVENANT COMPLIANCE/NON-DEFAULT CERTIFICATE Citizens Bank, National Association, 0000 Xxxxxxxx Xxxxxx Xxxxx, Xxxxx 000, Xxxxxx, Xxxxxxxx 00000 The undersigned, VSE CORPORATION, a Delaware corporation (the “Primary Operating Company”), for itself and as attorney-in-fact for and on behalf of each Borrower (hereinafter defined) under that certain Fourth Amended and Restated Business Loan and Security Agreement dated as of January 5, 2018 (as the same may be amended, modified or restated from time to time, the “Loan Agreement”) by and among (i) Citizens Bank, National Association (as successor by merger to Citizens Bank of Pennsylvania, a Pennsylvania state chartered bank (“Citizens Bank”)), acting in its individual capacity as the Swing Line Lender and as the administrative agent for the Lenders (the “Administrative Agent”), (ii) Citizens Bank, acting in its individual capacity as a Lender, and other Lender parties thereto from time to time (collectively, the “Lenders”), (iii) the Primary Operating Company, certain subsidiaries and affiliates of the Primary Operating Company and any Person who has become a Borrower party thereto pursuant to the Loan Agreement (each, a “Borrower” and collectively, the “Borrowers”), and (iv) Citizens Bank, National Association, as lead arranger, hereby delivers this Quarterly Covenant Compliance/Non-Default Certificate to the Administrative Agent pursuant to Section 6.3(c) of the Loan Agreement. Unless otherwise defined, capitalized terms used herein shall have the meanings attributed to such terms in the Loan Agreement. The undersigned, on behalf of the Primary Operating Company, acting in its individual capacity and as attorney-in-fact for each Borrower, hereby certifies and warrants that:
Alternative Currency Loans. Not later than 11:00 a.m. (the time of the Administrative Agent's Correspondent) on or before the proposed borrowing date for any Alternative Currency Loan, the Alternative Currency Lender will make available to the Administrative Agent, for the account of the Borrower, at the office of the Administrative Agent's Correspondent in the requested Alternative Currency in funds immediately available to the Administrative Agent, the Alternative Currency Loan to be made on such borrowing date. The Borrower hereby irrevocably authorizes the Administrative Agent to disburse the proceeds of each borrowing requested pursuant to this Section 2.4 in immediately available funds by crediting or wiring such proceeds to the deposit account of the Borrower identified in the most recent Notice of Account Designation delivered by the Borrower to the Administrative Agent or as may be otherwise requested by the Borrower from time to time (subject to the reasonable consent of the Administrative Agent). Subject to Section 4.7, the Administrative Agent shall not be obligated to disburse the portion of the proceeds of any Loan requested pursuant to this Section 2.4 to the extent that the Alternative Currency Lender has not made available to the Administrative Agent such Alternative Currency Loan.
Alternative Currency Loans. Notwithstanding anything to the contrary contained in this Agreement, (a) Alternative Currency Loans denominated in (x) Euros shall at all times constitute Eurocurrency Rate Loans and (y) Sterling shall at all times constitute Daily Simple RFR Loans and (b) during the existence of an Event of Default, the Required Lenders may demand that any or all of the then outstanding Alternative Currency Loans be prepaid, or redenominated into Dollars in the amount of the Dollar Equivalent thereof, on the last day of the then current Interest Period with respect thereto. Capitalized terms used and not otherwise defined in this Exhibit 3 shall have the meanings attributed to such terms in the Loan Agreement. NAI-1513461614v2 EXHIBIT 7 VSE CORPORATION PRICING GRID Level Total Funded Debt/EBITDA Ratio Additional Term SOFR Interest Margin, Additional Daily Simple RFR Interest Margin, Additional Eurocurrency Interest Margin and Letter of Credit Fee Additional Base Rate Interest Margin Revolving Facility Commitment Fee VI ≥ 4.00:1 3.75% 2.75% 0.50% V ≥ 3.50:1 but < 4.00:1 3.25% 2.25% 0.50% IV ≥ 3.00:1 but < 3.50:1 2.75% 1.75% 0.50% III ≥ 2.25:1 but < 3.00:1 2.25% 1.25% 0.30% II > 1.50:1 but < 2.25:1 1.75% 0.75% 0.25% I < 1.50:1 1.50% 0.50% 0.25%
Alternative Currency Loans. (a) Subject to the terms and conditions set forth herein, each Alternative Currency Lender with an Alternative Currency Commitment agrees to make Revolving Loans denominated in such Alternative Currency from time to time during the Availability Period to one or more of the Eligible Borrowers with respect to such Alternative Currency in an aggregate principal amount at any time outstanding that will not result in the US Dollar Equivalent of (i) such Lender’s Revolving Credit Exposure exceeding such Lender’s Revolving Commitment, (ii) the Total Revolving Credit Exposure exceeding the Total Revolving Commitment, (iii) the aggregate principal amount of all Revolving Loans and LC Exposure (in each case, denominated in an Alternative Currency) exceeding the Alternative Currency Sublimit, (iv) the aggregate of the principal amount of all such Lender’s Revolving Loans and LC Exposure denominated in such Alternative Currency exceeding such Lender’s applicable Alternative Currency Commitment, or (v) the aggregate of the principal amount of all Revolving Loans and LC Exposure in such Alternative Currency exceeding the applicable aggregate Alternative Currency Commitments. Within the foregoing limits and subject to the terms and conditions set forth herein, the Eligible Borrowers may borrow, prepay and reborrow Alternative Currency Loans.
Alternative Currency Loans. Subject to the terms and conditions set forth herein, the Alternative Currency Lender agrees, in reliance upon the agreements of the other Revolving Lenders set forth in this Section 2.05, to make loans denominated in an Alternative Currency (each such loan, an “Alternative Currency Loan”) to the Company or any of the Designated Borrowers from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Alternative Currency Sublimit, notwithstanding the fact that such Alternative Currency Loans, when aggregated with the Applicable Percentage of the Outstanding Amount of Revolving Loans and L/C Obligations of the Alternative Currency Lender, may exceed the amount of such Alternative Currency Lender’s Revolving Commitment; provided, however, that after giving effect to any Alternative Currency Loan, (i) the Total Revolving Outstandings shall not exceed the Revolving Commitments, and (ii) the Applicable Percentage of the aggregate Outstanding Amount of the Revolving Loans of the Alternative Currency Lender, plus the Alternative Currency Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations, plus the Alternative Currency Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans, plus the Alternative Currency Lender’s Applicable Percentage of the Outstanding Amount of all Alternative Currency Loans shall not exceed the Alternative Currency Lender’s Revolving Commitment; provided further, however, that the Alternative Currency Lender may reserve against the Alternative Currency Sublimit the full amount of Alternative Currency Loans available to be made in Chinese Renminbi (currently, the Dollar Equivalent of $10,000,000), notwithstanding the actual Dollar Equivalent amount of such Alternative Currency Loans actually advanced from time to time in such Alternative Currency (provided that the Alternative Currency Lender shall use good faith in establishing such reserves and shall give the Company notice upon request of the amount of such reserve). Within the foregoing limits and subject to the other terms and conditions hereof, the Company and the Designated Borrowers may borrow under this Section 2.05, prepay under Section 2.06, and reborrow under this Section 2.05. All Alternative Currency Loans shall be made pursuant to the terms of this Agreement including without limitation the terms of this Section 2.05(a), irrespective of the ide...
Alternative Currency Loans. Each payment by the Borrowers on account of the principal of or interest on the Alternative Currency Loans shall be made in such Alternative Currency not later than 12:00 noon (the time of the Administrative Agent's Correspondent) on the date specified for payment under this Agreement to the Administrative Agent's account with the Administrative Agent's Correspondent for the account of the Alternative Currency Lender (except as specified below) pro rata in accordance with their respective Revolving Credit Commitment Percentages (other than as set forth below) in immediately available funds, and shall be made without any set-off, counterclaim or deduction whatsoever. Any payment received after 12:00 noon (the time of the Administrative Agent's Correspondent) shall be deemed to have been made on the next succeeding Business Day for all purposes.
