Applicable Margin. For each period commencing on an Adjustment Date through the date immediately preceding the next Adjustment Date (each a “Rate Adjustment Period”), the Applicable Margin shall be the applicable margin set forth below with respect to the Total Leverage Ratio, as determined for the Reference Period of the Borrower and its Subsidiaries ending on the fiscal quarter ended immediately prior to the applicable Rate Adjustment Period. Level Total Leverage Ratio Base Rate Loans Eurodollar Rate Loans Letter of Credit Fees Commitment Fee I Greater than or equal to 4.00:1.00 0.50 % 2.25 % 2.25 % 0.450 % II Less than 4.00:1.00 but greater than or equal to 3.25:1.00 0.25 % 2.00 % 2.00 % 0.400 % III Less than 3.25:1.00 but greater than or equal to 2.50:1.00 0.00 % 1.75 % 1.75 % 0.350 % IV Less than 2.50:1.00 but greater than or equal to 1.75:1.00 0.00 % 1.50 % 1.50 % 0.300 % V Less than 1.75:1.00 0.00 % 1.25 % 1.25 % 0.250 % Notwithstanding the foregoing, (a) for the Loans outstanding and the Letter of Credit Fees and the Commitment Fee payable during the period commencing on the Closing Date through the date immediately preceding the Adjustment Date with respect to the receipt of a Compliance Certificate for the period ending December 31, 2006, the Applicable Margin shall be no lower than the Applicable Margin set forth in Level II above, and (b) if the Borrower fails to deliver any Compliance Certificate pursuant to §8.4(d) hereof, then for the period commencing on the next Adjustment Date to occur (or was to have occurred) subsequent to such failure through the date immediately following the date on which such Compliance Certificate is actually delivered, the Applicable Margin shall be the highest Applicable Margin set forth above (i.e., Level I above). Notwithstanding the foregoing to the contrary, in the event either the Borrower or the Administrative Agent determines, in good faith, that the calculation of the Total Leverage Ratio on which the Applicable Margin for any particular period was determined is inaccurate and, as a consequence thereof, the Applicable Margin was lower or higher than it would have been, (i) the Borrower shall promptly (but in any event within ten (10) Business Days) deliver (after the Borrower discovers such inaccuracy or the Borrower is notified by the Administrative Agent of such inaccuracy, as the case may be) to the Administrative Agent correct financial statements for such period (and if such financial statements are not accurately rest...
Applicable Margin. The Applicable Margin provided for in Section 4.1(a) with respect to the Loans (the "Applicable Margin") shall (i) on the Closing Date equal the percentages set forth in the certificate delivered pursuant to Section 5.2(d) and (ii) for each fiscal quarter thereafter be determined by reference to the Senior Leverage Ratio as of the end of the fiscal quarter immediately preceding the delivery of the applicable Officer's Compliance Certificate as follows: Applicable Margin Per Annum --------------------------- Level Senior Leverage Ratio Base Rate LIBOR Rate ----- --------------------- --------- ---------- 1 Greater than 2.5 to 1.00 0.00% 1.25% 2 Greater than 2.0 to 1.00 0.00% 1.00% but less than or equal to 2.5 to 1.00 3 Greater than 1.5 to 1.00 0.00% 0.75% but less than or equal to 2.0 to 1.00 4 Less than or equal to 1.5 to 1.00 0.00% 0.50% Adjustments, if any, in the Applicable Margin shall be made by the Administrative Agent on the tenth (10th) Business Day after receipt by the Administrative Agent of quarterly financial statements for the Borrower and its Subsidiaries and the accompanying Officer's Compliance Certificate setting forth the Senior Leverage Ratio of the Borrower and its Subsidiaries as of the most recent fiscal quarter end. Subject to Section 4.1(d), in the event the Borrower fails to deliver such financial statements and certificate within the time required by Section 7.2, the Applicable Margin shall be the highest Applicable Margin set forth above until the delivery of such financial statements and certificate.
Applicable Margin. The Applicable Margin for LIBOR Rate Loans and Base Rate Loans shall be as set forth below based on the Consolidated Leverage Ratio as set forth in the most recent Compliance Certificate pursuant to §7.4(c): Pricing Level Consolidated Leverage Ratio LIBOR Rate Loans Base Rate Loans Pricing Level 1 Less than 45% 1.30 % 0.30 % Pricing Level 2 Equal to or greater than 45% but less than 50% 1.45 % 0.45 % Pricing Level 3 Equal to or greater than 50% but less than 55% 1.50 % 0.50 % Pricing Level 4 Equal to or greater than 55% but less than 60% 1.55 % 0.55 % Pricing Level 5 Equal to or greater than 60% 1.65 % 0.65 % The Applicable Margin shall not be adjusted based upon such Consolidated Leverage Ratio, if at all, until the first day of the first month following the delivery of any updated Compliance Certificate as required pursuant to §7.4(c). In the event that Parent Borrower shall fail to deliver to the Agent a quarterly Compliance Certificate on or before the date required by §7.4(c), then without limiting any other rights of the Agent and the Lenders under this Agreement, the Applicable Margin for Loans shall be at Pricing Level 5 commencing on the first (1st) Business Day following the date on which such Compliance Certificate was required to have been delivered and shall remain in effect until such failure is cured, in which event the Applicable Margin shall adjust, if necessary, on the first (1st) day of the first (1st) month following receipt of such Compliance Certificate. The Applicable Margin in effect from the date hereof through the date of the next change in the Applicable Margin pursuant to the provisions hereof shall be determined based upon Pricing Level 4. The provisions of this definition shall be subject to §2.6(e).
Applicable Margin. The Applicable Margin for LIBOR Rate Loans and Base Rate Loans shall be as set forth below based on the Consolidated Leverage Ratio as set forth in the most recent Compliance Certificate pursuant to §7.4(c): Pricing Level Consolidated Leverage Ratio LIBOR Rate Loans Base Rate Loans Pricing Level 1 Less than 45% 1.75% 0.75% Pricing Level 2 Greater than or equal to 45% but less than 55% 2.00% 1.00% Pricing Level 3 Greater than or equal to 55% but less than 60% 2.25% 1.25% Pricing Level 4 Greater than or equal to 60% 2.50% 1.50% The Applicable Margin shall not be adjusted based upon such Consolidated Leverage Ratio, if at all, until the third (3rd) Business Day following receipt of any updated Compliance Certificate. In the event that Borrower shall fail to deliver to the Agent a quarterly Compliance Certificate on or before the date required by §7.4(c), then without limiting any other rights of the Agent and the Lenders under this Agreement, the Applicable Margin for Revolving Credit Loans shall be at Pricing Level 4 commencing on the first (1st) Business Day following the date on which such Compliance Certificate was required to have been delivered and shall remain in effect until such failure is cured, in which event the Applicable Margin shall adjust, if necessary, on the first (1st) day of the first (1st) month following receipt of such Compliance Certificate. The Applicable Rate in effect from the Effective Date through the date of the next change in the Applicable Rate pursuant to the provisions hereof shall be determined based upon Pricing Level 2. The provisions of this definition shall be subject to §2.6(e).
Applicable Margin. The Applicable Margin for each Series [ ] New Term Loan shall mean, as of any date of determination, [ ]% per annum
Applicable Margin. (i) The Applicable Margin shall be subject to reduction or increase, as applicable, and as set forth in the tables below, based upon the Leverage Ratio of the Borrower set forth on a pro forma basis (after giving effect to any requested Advances) in any Request for Advance and as reflected in the financial statements required to be delivered for the fiscal quarter most recently ended pursuant to Section 6.1 or Section 6.2 hereof. The adjustment provided for in this Section 2.3(g) shall be effective (A) with respect to an increase of the Applicable Margin, as of the second (2nd) Business Day after (1) with respect to Base Rate Advances, the day on which any Request for Advance is delivered, (2) with respect to LIBOR Advances, the day on which the requested Advance is made or (3) the day on which financial statements are required to be delivered to the Administrative Agent pursuant to Sections 6.1 and 6.2 hereof (or, if applicable, the monthly financial statements delivered by the Borrower), as the case may be, and (B) with respect to a decrease in the Applicable Margin, as of the second (2nd) Business Day after (1) with respect to Base Rate Advances, the day on which any Request for Advance is delivered, (2) with respect to LIBOR Advances, the day on which the requested Advance is made or (3) except with respect to Interest Periods ending (or other payments of interest occurring) before the date that such financial statements are actually delivered to the Administrative Agent, (x) the day on which such financial statements are required to be delivered to the Administrative Agent pursuant to Section 6.1 or 6.2 hereof or (y) if applicable, the one year anniversary of the Agreement Date, as the case may be. Notwithstanding the foregoing, if the Borrower shall fail to deliver financial statements within forty-five (45) days after the end of any of the first three fiscal quarters of the Borrower's fiscal year (or within one hundred twenty (120) days after the end of the last fiscal quarter of the Borrower's fiscal year), as required by Sections 6.1 or 6.2 hereof, it shall be conclusively presumed that the Applicable Margin is based upon a Leverage Ratio of 4.0 to 1.0 for the period from and including the forty-sixth (46th) day (or one hundred twenty-first (121st) day, in the case of the last quarter) after the end of such fiscal quarter, as the case may be, to the Business Day following the delivery by the Borrower to the Administrative Agent of such financial s...
Applicable Margin. For each period commencing on an Adjustment Date through the date immediately preceding the next Adjustment Date, the Applicable Margin applicable to the Loans and the Commitment Fee shall be the rate per annum corresponding to the Consolidated Total Funded Debt to EBITDA Ratio, determined as at the end of the most recently ended Fiscal Quarter of the Parent, as set forth in the table below: Revolving Loans Term Loan Level Consolidated Total Funded Debt to EBITDA Ratio Base Rate Loans LIBOR Rate Loans Base Rate Loans LIBOR Rate Loans I > 3.00:1.00 1.00% 2.50% 1.75% 3.25% II <3.00:1.00 and > 2.50:1.00 0.75% 2.25% 1.50% 3.00% III <2.50:1.00 and > 2.00:1.00 0.50% 2.00% 1.25% 2.75% IV <2.00:1.00 0.25% 1.75% 1.00% 2.50% Notwithstanding the foregoing, (a) during the period commencing on the Closing Date through the date immediately preceding the first Adjustment Date to occur after the end of FQ4 of 2005, the Applicable Margin shall be the Applicable Margin set forth in Level II above, (b) if the Parent and the Borrower fail to deliver any Compliance Certificate pursuant to §7.4(d) hereof then, for the period commencing on the next Adjustment Date to occur subsequent to such failure through the date immediately following the date on which such Compliance Certificate is delivered, the Applicable Margin shall be the highest Applicable Margin set forth in Level I above, (c) until the first Adjustment Date to occur after the end of FQ2 of 2006, the Borrower shall not be entitled to the Applicable Margin set forth in Level IV above and (d) in the event that Excess Availability, determined as at the end of any Fiscal Quarter is less than $20,000,000 (prior to the application of the Availability Reserve), the Borrower shall not be entitled to the Applicable Margin set forth in Level IV above at the first Adjustment Date to occur after the end of such Fiscal Quarter.
Applicable Margin. The Agent shall receive a certificate, executed by an Authorized Officer of the Borrower, delineating the Applicable Margin after giving pro forma effect to the Loans to be incurred on the Original Closing Date.
Applicable Margin. Section 1.01 of the Credit Agreement is hereby amended by deleting the definition of “Applicable Margin” in its entirety and substituting the following therefor:
Applicable Margin. The Applicable Margin for each New [Term][Revolving] Loan shall mean, as of any date of determination, a percentage per annum as set forth below: