Applicable Margin. On any date the Applicable Margin for LIBOR Rate Loans and Base Rate Loans shall be as set forth below based on the ratio of the Consolidated Total Indebtedness of REIT and its respective Subsidiaries to the Gross Asset Value of REIT and its respective Subsidiaries: Pricing Level Ratio LIBOR Rate Loans Base Rate Loans Pricing Level 1 Less than or equal to 35% 2.50 % 1.25 % Pricing Level 2 Greater than 35% but less than or equal to 40% 2.75 % 1.50 % Pricing Level 3 Greater than 40% but less than or equal to 45% 3.00 % 1.75 % Pricing Level 4 Greater than 45% but less than or equal to 55% 3.25 % 2.00 % Pricing Level Ratio LIBOR Rate Loans Base Rate Loans Pricing Level 5 Greater than 55% 3.50 % 2.25 % The initial Applicable Margin shall be at Pricing Level 4. The Applicable Margin shall not be adjusted based upon such ratio, if at all, until the first (1st) day of the first (1st) month following the delivery by Borrower to the Agent of the Compliance Certificate after the end of a calendar quarter. 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 Loans shall be at Pricing Level 5 until such failure is cured within any applicable cure period, or waived in writing by the Required Lenders, 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. In the event that the Agent and the Borrower determine that any financial statements previously delivered were incorrect or inaccurate (regardless of whether this Agreement or the Commitments are in effect when such inaccuracy is discovered), and such inaccuracy, if corrected, would have led to the application of a higher Applicable Margin for any period (an “Applicable Period”) than the Applicable Margin applied for such Applicable Period, then (i) the Borrower shall as soon as practicable deliver to the Agent the corrected financial statements for such Applicable Period, (ii) the Applicable Margin shall be determined as if the Pricing Level for such higher Applicable Margin were applicable for such Applicable Period, and (iii) the Borrower shall within three (3) Business Days of demand thereof by the Agent pay to the Agent the accrued additional amount owing as a result of such increased Applicable Margin for such Applicable Period, which payment shall be promptly applied by the Agent in accordance with this Agreement.
Appears in 2 contracts
Samples: Credit Agreement (Carter Validus Mission Critical REIT, Inc.), Credit Agreement (Carter Validus Mission Critical REIT, Inc.)
Applicable Margin. On (i) The Applicable Margin provided for in Section 5.1(a) with respect to any Revolving Credit Loans and Swingline Loans (the "Applicable Margin") shall be based upon the table set forth below and shall be determined and adjusted quarterly on the date (each a "Calculation Date") ten (10) Business Days after the date by which the Borrower is required to provide an Officer's Compliance Certificate for the most recently ended fiscal quarter of the Borrower; provided, however, that (A) the initial Applicable Margin for LIBOR Rate the Revolving Credit Loans and Base Rate Swingline Loans shall be as set forth below based on the ratio of the Consolidated Total Indebtedness of REIT and its respective Subsidiaries to the Gross Asset Value of REIT and its respective Subsidiaries: Pricing Level Ratio LIBOR Rate Loans Base Rate Loans Pricing Level 1 Less than or equal to 35% 2.50 % 1.25 % Pricing Level 2 Greater than 35% but less than or equal to 40% 2.75 % 1.50 % Pricing Level 3 Greater than 40% but less than or equal to 45% 3.00 % 1.75 % Pricing Level 4 Greater than 45% but less than or equal to 55% 3.25 % 2.00 % Pricing Level Ratio LIBOR Rate Loans Base Rate Loans Pricing Level 5 Greater than 55% 3.50 % 2.25 % The initial Applicable Margin IV (as shown below) and shall be remain at Pricing Level 4. The Applicable Margin IV until December 31, 2001, and, thereafter the Pricing Level shall not be adjusted based upon such ratio, if at all, until determined by reference to the first (1st) Total Leverage Ratio as of the last day of the first (1st) month following the delivery by Borrower to the Agent most recently ended fiscal quarter of the Borrower preceding the applicable Calculation Date, and (B) if the Borrower fails to provide the Officer's Compliance Certificate after the end of a calendar quarter. In the event that Borrower shall fail to deliver to the Agent a quarterly Compliance Certificate on or before the date as required by §7.4(c), then without limiting any other rights Section 8.2 for the most recently ended fiscal quarter of the Agent and Borrower preceding the Lenders under this Agreementapplicable Calculation Date, the Applicable Margin for Revolving Credit Loans and Swingline Loans from such Calculation Date shall be based on Pricing Level IV (as shown below) until such time as an appropriate Officer's Compliance Certificate is provided, at which time the Pricing Level shall be determined by reference to the Total Leverage Ratio as of the last day of the most recently ended fiscal quarter of the Borrower preceding such Calculation Date. The Applicable Margin for Revolving Credit Loans and Swingline Loans shall be at Pricing Level 5 effective from one Calculation Date until such failure is cured within any applicable cure period, or waived the next Calculation Date. Any adjustment in writing by the Required Lenders, 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. In the event that the Agent and the Borrower determine that any financial statements previously delivered were incorrect or inaccurate (regardless of whether this Agreement or the Commitments are in effect when such inaccuracy is discovered), and such inaccuracy, if corrected, would have led to the application of a higher Applicable Margin for any period (an “Applicable Period”) than the Applicable Margin applied for such Applicable Period, then (i) the Borrower shall as soon as practicable deliver to the Agent the corrected financial statements for such Applicable Period, (ii) the Applicable Margin shall be determined as if the Pricing Level for such higher Applicable Margin were applicable for such Applicable Period, and (iii) the Borrower shall within three (3) Business Days to all Extensions of demand thereof by the Agent pay Credit then existing or subsequently made or issued. PRICING LEVEL TOTAL LEVERAGE RATIO LIBOR BASE RATE ------------- -------------------- ----- --------- I <2.00x 2.25% 1.25% II greater than or equal to the Agent the accrued additional amount owing as a result of such increased Applicable Margin for such Applicable Period, which payment shall be promptly applied by the Agent in accordance with this Agreement.2.00x but <2.50x 2.50% 1.50% III greater than or equal to 2.50x but <3.00x 2.75% 1.75% IV greater than or equal to 3.00x 3.00% 2.00%
Appears in 2 contracts
Samples: Credit Agreement (Paravant Inc), Credit Agreement (Paravant Inc)
Applicable Margin. On any date the Applicable Margin for LIBOR Rate Loans and Base Rate Loans shall be as set forth below based on the ratio of the Consolidated Total Indebtedness of REIT and its respective Subsidiaries to the Gross Asset Value of REIT and its respective Subsidiaries: Pricing Level Ratio LIBOR Rate Loans Base Rate Loans Pricing Level 1 Less than or equal to 35% 2.50 % 1.25 % Pricing Level 2 Greater than 35% but less than or equal to 40% 2.75 % 1.50 % Pricing Level 3 Greater than 40% but less than or equal to 45% 3.00 % 1.75 % Pricing Level 4 Greater than 45% but less than or equal to 55% 3.25 % 2.00 % Pricing Level Ratio LIBOR Rate Loans Base Rate Loans Pricing Level 5 Greater than 55% 3.50 % 2.25 % The initial Applicable Margin shall be at Pricing Level 4Calculation. The Applicable Margin shall not be adjusted subject to adjustment (upwards or downwards, as appropriate) based upon such ratio, if on the Status of the Consolidated Guarantor as at all, until the first (1st) end of each fiscal quarter in accordance with the table set forth below. The Status of the Consolidated Guarantor as at the last day of each fiscal quarter shall be based on the first (1stSenior Funded Debt to Cash Flow Ratio of the Consolidated Guarantor determined from the then most recent annual or quarterly financial statements of the Consolidated Guarantor delivered pursuant to Section 7.2(a) month following the delivery by Borrower to the Agent of and the Compliance Certificate after the end of a calendar quarterdelivered pursuant to Section 7.2(b)(ii). In the event that Borrower shall fail Any adjustment 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 until such failure is cured within any applicable cure period, or waived in writing by the Required Lenders, in which event the Applicable Margin shall adjust, if necessary, on be effective commencing five (5) days after the first (1st) day of delivery to the first (1st) month following receipt Lender of such financial statements and Compliance Certificate. In the event that the Agent and Consolidated Guarantor shall at any time fail to furnish to the Borrower determine that any Lender such financial statements previously delivered were incorrect or inaccurate and Compliance Certificate within the time limitations specified by Section 7.2(b), then the maximum Applicable Margin shall apply from the date of such failure until the fifteenth (regardless 15th) day after such financial statements and Compliance Certificate are so delivered. Notwithstanding anything to the contrary contained herein, the Status of whether the Consolidated Guarantor from the date of this Agreement or the Commitments are in effect when such inaccuracy is discovered)to and including May 30, and such inaccuracy1998, if corrected, would have led shall be deemed to be Level II Status. Notwithstanding anything to the application contrary contained herein, the Status of a higher Applicable Margin for any period (an “Applicable Period”) than the Applicable Margin applied for such Applicable Period, then Consolidated Guarantor from the date of this Agreement to and including the later of (i) the Borrower shall as soon as practicable deliver to the Agent the corrected financial statements for such Applicable PeriodMay 30, 1998 and (ii) five (5) days after the delivery to the Lenders of the May 31, 1998 annual financial statements of the Consolidated Guarantor accompanied by a current Compliance Certificate, shall be deemed to be Level II Status. Applicable Margin Table Status Applicable Margin Level I 1.5% Level II 1.25% Level III 1.0% Level IV 0.75% Changes in Interest Rate, etc. Each Prime Loan or US Prime Rate Loan shall be bear interest on the outstanding principal amount thereof, for each day from and including the date such Prime Loan or US Prime Rate Loan is made or is converted from a Libor Loan into a Prime Loan or US Prime Rate Loan pursuant to Section 4.6 to but excluding the date it becomes due or is converted into a Libor Loan pursuant to Section 4.6 at a rate per annum equal to the Prime Rate or US Prime Rate for such day. Changes in the rate of interest on that portion of any Borrowings maintained as a Prime Loan or US Prime Rate Loan will take effect simultaneously with each change in such applicable rate. Each Libor Loan shall bear interest on the outstanding principal amount thereof from and including the first day of the Libor Interest Period applicable thereto to (but not including) the last day of such Libor Interest Period at the interest rate determined as if the Pricing Level for applicable to such higher Applicable Margin were applicable for such Applicable Period, and (iii) the Borrower shall within three (3) Business Days of demand thereof by the Agent pay to the Agent the accrued additional amount owing as a result of such increased Applicable Margin for such Applicable Period, which payment shall be promptly applied by the Agent in accordance with this AgreementLibor Loan.
Appears in 1 contract
Applicable Margin. On any date the The Applicable Margin provided for LIBOR Rate Loans in Section 5.1(a) with respect to any Loan and Base Rate Loans in Section 2.5(d) with respect to any Acceptance Fee applicable to any Canadian BA Borrowing (the "Applicable Margin") shall be as based upon the table set forth below based and shall be determined and adjusted quarterly on the ratio date (each a "Calculation Date") ten (10) Business Days after the date by which the Domestic Borrower, on behalf of itself and the Canadian Borrower, is required to provide an Officer's Compliance Certificate for the most recently ended fiscal quarter of the Consolidated Total Indebtedness of REIT and its respective Subsidiaries to Domestic Borrower; provided, however, that (a) the Gross Asset Value of REIT and its respective Subsidiaries: Pricing Level Ratio LIBOR Rate Loans Base Rate Loans Pricing Level 1 Less than or equal to 35% 2.50 % 1.25 % Pricing Level 2 Greater than 35% but less than or equal to 40% 2.75 % 1.50 % Pricing Level 3 Greater than 40% but less than or equal to 45% 3.00 % 1.75 % Pricing Level 4 Greater than 45% but less than or equal to 55% 3.25 % 2.00 % Pricing Level Ratio LIBOR Rate Loans Base Rate Loans Pricing Level 5 Greater than 55% 3.50 % 2.25 % The initial Applicable Margin shall be based on Pricing Level III (as shown below) and shall remain at Pricing Level 4III until the first Calculation Date occurring after the fiscal quarter ending June 30, 2002 and, thereafter the Pricing Level shall be determined by reference to the Leverage Ratio as of the last day of the most recently ended fiscal quarter of the Domestic Borrower preceding the applicable Calculation Date, and (b) if the Domestic Borrower, on behalf of itself and the Canadian Borrower, fails to provide the Officer's Compliance Certificate as required by Section 8.2 for the most recently ended fiscal quarter of the Domestic Borrower preceding the applicable Calculation Date, the Applicable Margin from such Calculation Date shall be based on Pricing Level I (as shown below) until such time as an appropriate Officer's Compliance Certificate is provided, at which time the Pricing Level shall be determined by reference to the Leverage Ratio as of the last day of the most recently ended fiscal quarter of the Domestic Borrower preceding such Calculation Date. The Applicable Margin shall not be adjusted based upon such ratio, if at all, effective from one Calculation Date until the first (1st) day of the first (1st) month following the delivery by Borrower to the Agent of the Compliance Certificate after the end of a calendar quarternext Calculation Date. 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 Loans shall be at Pricing Level 5 until such failure is cured within any applicable cure period, or waived Any adjustment in writing by the Required Lenders, 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. In the event that the Agent and the Borrower determine that any financial statements previously delivered were incorrect or inaccurate (regardless of whether this Agreement or the Commitments are in effect when such inaccuracy is discovered), and such inaccuracy, if corrected, would have led to the application of a higher Applicable Margin for any period (an “Applicable Period”) than the Applicable Margin applied for such Applicable Period, then (i) the Borrower shall as soon as practicable deliver to the Agent the corrected financial statements for such Applicable Period, (ii) the Applicable Margin shall be determined as if the applicable to all Extensions of Credit then existing or subsequently made or issued. --------------------------------- Applicable Margin ----------------------------------------------------------------------------------------------------------------- Pricing Level for such higher Applicable Margin were applicable for such Applicable Period, Leverage Ratio LIBOR Rate Base Rate and (iii) the Borrower shall within three (3) Business Days of demand thereof by the Agent pay and Canadian Base Acceptance Rate Fee ================================================================================================================= I Greater than or equal to the Agent the accrued additional amount owing as a result of such increased Applicable Margin for such Applicable Period, which payment shall be promptly applied by the Agent in accordance with this Agreement.2.75 to 1.00 1.750 0.500 ----------------------------------------------------------------------------------------------------------------- II Greater than or equal to 2.25 to 1.00 but less than 2.75 to 1.00 1.500 0.250 ----------------------------------------------------------------------------------------------------------------- III Greater than or equal to 1.75 to 1.00 but less than 2.25 to 1.00 1.250 0.000 ----------------------------------------------------------------------------------------------------------------- IV Less than 1.75 to 1.00 1.000 0.000 -----------------------------------------------------------------------------------------------------------------
Appears in 1 contract
Samples: Credit Agreement (G&k Services Inc)
Applicable Margin. On any date the The Applicable Margin provided for LIBOR Rate in Section 5.1(a) with respect to the Loans and Base Rate Loans (the "Applicable Margin") shall be based upon the Leverage Ratio as set forth in the table below based and shall be determined and adjusted quarterly on the ratio date (each a "Calculation Date") ten (10) Business Days after the date by which the Borrowers are required to provide an Officer's Compliance Certificate for the most recently ended fiscal quarter of the Consolidated Total Indebtedness of REIT Borrowers and its respective Subsidiaries their Subsidiaries; provided, that with respect to the Gross Asset Value period commencing on the Effective Date and ending on the next Calculation Date to occur after the Effective Date, the calculation of REIT and its respective Subsidiaries: Pricing Level Ratio LIBOR Rate Loans Base Rate Loans Pricing Level 1 Less than or equal to 35% 2.50 % 1.25 % Pricing Level 2 Greater than 35% but less than or equal to 40% 2.75 % 1.50 % Pricing Level 3 Greater than 40% but less than or equal to 45% 3.00 % 1.75 % Pricing Level 4 Greater than 45% but less than or equal to 55% 3.25 % 2.00 % Pricing Level Ratio LIBOR Rate Loans Base Rate Loans Pricing Level 5 Greater than 55% 3.50 % 2.25 % The initial the Applicable Margin shall be at based on the most recent Officer's Compliance Certificate received by the Administrative Agent and Lenders prior to the Effective Date. Notwithstanding the foregoing, if the Borrowers fail to provide the Officer's Compliance Certificate as required by Section 8.2 for the most recently ended fiscal quarter of the Borrowers and their Subsidiaries preceding the applicable Calculation Date, the Applicable Margin from such Calculation Date shall be based on Pricing Level 41 (as shown below) until such time as an appropriate Officer's Compliance Certificate is provided, at which time the Pricing Level shall be determined by reference to the Leverage Ratio as of the last day of the most recently ended fiscal quarter of the Borrowers preceding such Calculation Date. The Applicable Margin shall not be adjusted based upon such ratio, if at all, effective from one Calculation Date until the first (1st) day of the first (1st) month following the delivery by Borrower to the Agent of the Compliance Certificate after the end of a calendar quarternext Calculation Date. 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 Loans shall be at Pricing Level 5 until such failure is cured within any applicable cure period, or waived Any adjustment in writing by the Required Lenders, 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. In the event that the Agent and the Borrower determine that any financial statements previously delivered were incorrect or inaccurate (regardless of whether this Agreement or the Commitments are in effect when such inaccuracy is discovered), and such inaccuracy, if corrected, would have led to the application of a higher Applicable Margin for any period (an “Applicable Period”) than the Applicable Margin applied for such Applicable Period, then (i) the Borrower shall as soon as practicable deliver to the Agent the corrected financial statements for such Applicable Period, (ii) the Applicable Margin shall be determined as if the Pricing Level for such higher applicable to all Extensions of Credit then existing or subsequently made or issued. Revolving Credit and Term A Loan Facilities Applicable Margin were applicable for such Applicable Period, and (iii) the Borrower shall within three (3) Business Days of demand thereof by the Agent pay to the Agent the accrued additional amount owing as a result of such increased Per Annum Term B Loan Facility Applicable Margin Per Annum Level Leverage Ratio Base Rate + LIBOR Rate + Base Rate + LIBOR Rate + 1 Greater than or equal to 3.00 to 1.00. 3.50% 4.50% 4.00% 5.00% 2 Less than 3.00 to 1.00 but greater than or equal to 2.50 to 1.00. 2.50% 3.50% 3.00% 4.00% 3 Less than 2.50 to 1.00 but greater than or equal to 2.00 to 1.00. 2.25% 3.25% 2.75% 3.75% 4 Less than 2.00 to 1.00 but greater than or equal to 1.50 to 1.00. 2.00% 3.00% 2.50% 3.50% 5 Less than 1.50 to 1.00. 1.75% 2.75% 2.25% 3.25% Notwithstanding the foregoing, the Leverage Ratios set forth in this Section 5.1(c) are for such Applicable Period, which payment pricing purposes only and shall not be promptly applied by deemed to permit the Agent in accordance with Leverage Ratio to exceed the maximum amounts permitted under this Agreement. The Applicable Margins set forth in this Section 5.1(c) represent base pricing subject to increase as set forth in Section 5.1(d).
Appears in 1 contract
Samples: Credit Agreement (Duratek Inc)
Applicable Margin. On any date the Applicable Margin for LIBOR Rate Loans and Base Rate Loans shall be as set forth below based on the ratio of the Consolidated Total Indebtedness of REIT and its respective Subsidiaries to the Gross Asset Value of REIT and its respective Subsidiaries: Pricing Level Ratio LIBOR Rate Loans Base Rate Loans Pricing Level 1 Less than or equal to 35% 2.50 1.75 % 1.25 0.75 % Pricing Level 2 Greater than or equal to 35% but less than 40% 2.00 % 1.00 % Pricing Level 3 Greater than or equal to 40% 2.75 but less than 45% 1.50 2.25 % 1.25 % Pricing Level 3 4 Greater than 40% but less than or equal to 45% 3.00 but less than 55% 1.75 2.50 % 1.50 % Pricing Level 4 5 Greater than 45% but less than or equal to 55% 3.25 2.75 % 2.00 % Pricing Level Ratio LIBOR Rate Loans Base Rate Loans Pricing Level 5 Greater than 55% 3.50 % 2.25 1.75 % The initial Applicable Margin shall be at Pricing Level 41. The Applicable Margin shall not be adjusted based upon such ratio, if at all, until the first (1st) day of the first (1st) month following the delivery by Borrower to the Agent of the Compliance Certificate after the end of a calendar quarter. 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 Loans shall be at Pricing Level 5 until such failure is cured within any applicable cure period, or waived in writing by the Required Lenders, 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. In the event that the Agent and Agent, REIT, or the Borrower determine that any financial statements previously delivered were incorrect or inaccurate (regardless of whether this Agreement or the Revolving Credit Commitments are in effect when such inaccuracy is discovered), and such inaccuracy, if corrected, would have led to the application of a higher Applicable Margin for any period (an “Applicable Period”) than the Applicable Margin applied for such Applicable Period, then (i) the Borrower shall as soon as practicable deliver to the Agent the corrected financial statements for such Applicable Period, (ii) the Applicable Margin shall be determined as if the Pricing Level for such higher Applicable Margin were applicable for such Applicable Period, and (iii) the Borrower shall within three (3) Business Days of demand thereof by the Agent pay to the Agent the accrued additional amount owing as a result of such increased Applicable Margin for such Applicable Period, which payment shall be promptly applied by the Agent in accordance with this Agreement.
Appears in 1 contract
Samples: Credit Agreement (Carter Validus Mission Critical REIT II, Inc.)
Applicable Margin. On any date The term “Applicable Margin” means the Applicable Margin for annual percentage rate to be added to the Bank’s prime rate to determine the Prime Rate under this Agreement and LIBOR to determine the LIBOR Rate Loans and Base Rate Loans shall be as set forth below based on the ratio of the Consolidated Total Indebtedness of REIT and its respective Subsidiaries to the Gross Asset Value of REIT and its respective Subsidiaries: Pricing Level Ratio LIBOR Rate Loans Base Rate Loans Pricing Level 1 Less than or equal to 35% 2.50 % 1.25 % Pricing Level 2 Greater than 35% but less than or equal to 40% 2.75 % 1.50 % Pricing Level 3 Greater than 40% but less than or equal to 45% 3.00 % 1.75 % Pricing Level 4 Greater than 45% but less than or equal to 55% 3.25 % 2.00 % Pricing Level Ratio LIBOR Rate Loans Base Rate Loans Pricing Level 5 Greater than 55% 3.50 % 2.25 % The initial Applicable Margin shall be at Pricing Level 4under this Agreement. The Applicable Margin shall not be 3.00% per annum until a determination is made otherwise in accordance with this Agreement based upon the ratio of Total Funded Debt to EBITDA as of the Fiscal Quarter ending June 30, 2010. The Applicable Margin for both the Revolving Line of Credit Loan and the Term Loan will be adjusted based upon such ratio(up or down) on a quarterly basis as determined by Borrower’s Total Funded Debt to EBITDA ratio beginning with the Fiscal Quarter ending June 30, if at all2010. Adjustments in the Applicable Margin will be determined by reference to the following grid: If Total Funded Debt to EBITDA Ratio is: Then Applicable Margin is: ³ 2.0:1 3.50 % ³ 1.75:1, until the first but < 2.0:1 3.00 % ³ 1.25:1, but < 1.75:1 2.75 % < 1.25:1 2.25 % Within forty-five (1st45) day days of the first end of each Fiscal Quarter, beginning with the Fiscal Quarter ending June 30, 2010, of Borrower (1stprovided that Borrower shall have ninety (90) month following the delivery by Borrower to the Agent of the Compliance Certificate days after the end of a calendar quarter. In the event that each Fiscal Year thereafter), Borrower shall fail to (a) deliver to the Agent a quarterly Compliance Certificate on or before the date required by §7.4(cBank its Financial Statements covering such Fiscal Quarter (which shall be management prepared financial statements for purposes hereof), (b) deliver to the Bank the quarterly financial covenant compliance certificate of Borrower, and (c) certify to Bank the then without limiting any other rights Total Funded Debt to EBITDA ratio of the Agent Borrower and the Lenders under this Agreement, Borrower’s determination of the Applicable Margin for Loans therefrom on such form as the Bank may from time to time specify. Borrower shall also provide to the Bank such other reasonable information as the Bank may request of Borrower to verify its determination of the Applicable Margin. As of the tenth (10th) Business Day after the Borrower’s delivery of all of the above-referenced items to the Bank, the Bank shall notify Borrower of its determination of the Applicable Margin. The new Applicable Margin as so determined by the Bank shall be at Pricing Level 5 until effective as of the first day of the current Fiscal Quarter, and such failure is cured within any applicable cure period, or waived in writing by the Required Lenders, in which event the new Applicable Margin shall adjustremain in effect through the last day of such current Fiscal Quarter, if necessary, on to be adjusted as of the first (1st) day of the first (1st) month following receipt of such Compliance Certificate. In Fiscal Quarter, based upon the event that the Agent and the Borrower determine that any financial statements previously delivered were incorrect or inaccurate (regardless of whether this Agreement or the Commitments are in effect when such inaccuracy is discovered), and such inaccuracy, if corrected, would have led to the application determination of a higher new Applicable Rate Margin for in accordance with the above provisions. Notwithstanding the foregoing, upon any period (an “Applicable Period”) than the Applicable Margin applied for such Applicable PeriodEvent of Default, then (i) the Borrower shall as soon as practicable deliver to the Agent the corrected financial statements for such Applicable Period, (ii) the Applicable Margin shall be determined as if the Pricing Level for such higher Applicable Margin were applicable for such Applicable Period, and (iii) the Borrower shall within three (3) Business Days of demand thereof by the Agent pay to the Agent the accrued additional amount owing as a result of such increased Applicable Margin for such Applicable Period, which payment shall be promptly applied by the Agent in accordance with this Agreement3.50%.”
Appears in 1 contract
Samples: Commercial Loan Agreement and Loan Documents (Micronetics Inc)
Applicable Margin. On any date the The Applicable Margin provided for LIBOR Rate Loans and Base Rate Loans in Section 5.1(a) with respect to any Loan (the “Applicable Margin”) shall be as based upon the table set forth below based and shall be determined and adjusted quarterly on the ratio date (each a “Calculation Date”) ten (10) Business Days after the earlier of (i) the date on which Borrower provides or (ii) the date on which the Borrower is required to provide, an Officer’s Compliance Certificate for the most recently ended Fiscal Quarter of the Consolidated Total Indebtedness of REIT and its respective Subsidiaries to Borrower; provided, however, that (A) the Gross Asset Value of REIT and its respective Subsidiaries: Pricing Level Ratio LIBOR Rate Loans Base Rate Loans Pricing Level 1 Less than or equal to 35% 2.50 % 1.25 % Pricing Level 2 Greater than 35% but less than or equal to 40% 2.75 % 1.50 % Pricing Level 3 Greater than 40% but less than or equal to 45% 3.00 % 1.75 % Pricing Level 4 Greater than 45% but less than or equal to 55% 3.25 % 2.00 % Pricing Level Ratio LIBOR Rate Loans Base Rate Loans Pricing Level 5 Greater than 55% 3.50 % 2.25 % The initial Applicable Margin shall be based on Pricing Level IV (as shown below) and shall remain at Pricing Level 4. The Applicable Margin shall not be adjusted based upon such ratio, if at all, IV until the first (1st) Calculation Date occurring after the Closing Date and, thereafter the Pricing Level shall be determined by reference to the Senior Secured Leverage Ratio as of the last day of the first (1st) month following the delivery by Borrower to the Agent most recently ended Fiscal Quarter of the Borrower preceding the applicable Calculation Date, and (B) if the Borrower fails to provide the Officer’s Compliance Certificate after the end of a calendar quarter. In the event that Borrower shall fail to deliver to the Agent a quarterly Compliance Certificate on or before the date as required by §7.4(c), then without limiting any other rights Section 8.2 for the most recently ended Fiscal Quarter of the Agent and Borrower preceding the Lenders under this Agreementapplicable Calculation Date, the Applicable Margin for Loans from such Calculation Date shall be at based on Pricing Level 5 I (as shown below) until such failure time as an appropriate Officer’s Compliance Certificate is cured within any applicable cure periodprovided, or waived in writing at which time the Pricing Level shall be determined by reference to the Required Lenders, in which event Senior Secured Leverage Ratio as of the Applicable Margin shall adjust, if necessary, on the first (1st) last day of the first (1st) month following receipt most recently ended Fiscal Quarter of such Compliance Certificate. In the event that the Agent and the Borrower determine that any financial statements previously delivered were incorrect or inaccurate preceding such Calculation Date. Subject to Sections 5.1(c)(ii)(A) and (regardless of whether this Agreement or B) in the Commitments are in effect when such inaccuracy is discovered)preceding sentence, and such inaccuracy, if corrected, would have led to the application of a higher Applicable Margin for any period (an “Applicable Period”) than the Applicable Margin applied for such Applicable Period, then (i) the Borrower shall as soon as practicable deliver to the Agent the corrected financial statements for such Applicable Period, (ii) the Applicable Margin shall be determined as if effective from one Calculation Date until the Pricing Level for such higher next Calculation Date. Any adjustment in the Applicable Margin were applicable for such Applicable Period, and (iii) the Borrower shall within three (3) Business Days of demand thereof by the Agent pay to the Agent the accrued additional amount owing as a result of such increased Applicable Margin for such Applicable Period, which payment shall be promptly applied by the Agent in accordance with this Agreement.applicable to all Extensions of Credit then existing or subsequently made or issued. Pricing Grid Senior Secured Applicable Base Applicable LIBOR Level Leverage Ratio Rate Margin Rate Margin I Greater than or equal to 1.75 to 1.00 0.500 % 1.250 % II Greater than or equal to 1.25 to 1.00 but less than 1.75 to 1.00 0.250 % 1.000 % III Greater than or equal to 0.75 to 1.00 but less than 1.25 to 1.00 0.125 % 0.875 % IV Less than 0.75 to 1.00 0.000 % 0.750 %
Appears in 1 contract
Samples: Credit Agreement (O Charleys Inc)
Applicable Margin. On any date The applicable margin provided for in Section 3.1(a) with respect to the Eurodollar Loans (the "Applicable Margin") shall be determined by reference to the Leverage Ratio as of the end of each fiscal quarter, as follows: Leverage Ratio Applicable Margin for LIBOR Rate Loans and Base Rate Loans shall be as set forth below based on the ratio of the Consolidated Total Indebtedness of REIT and its respective Subsidiaries to the Gross Asset Value of REIT and its respective Subsidiaries: Pricing Level Ratio LIBOR Rate Loans Base Rate Loans Pricing Level 1 Less Per Annum -------------- --------------------------- Greater than or equal to 352.00% 2.50 % 1.25 % Pricing Level 2 .50 to 1.00 Greater than 35% but less than or equal to 401.75% 2.75 % 1.50 % Pricing Level 3 Greater than 40% .375 to 1.00 but less than or equal .50 to 451.00 Less than .375 to 1.00 1.50% 3.00 % 1.75 % Pricing Level 4 Greater than 45% but less than or equal Adjustments, if any, in the Applicable Margin based on the Leverage Ratio shall be made by the Administrative Agent on the tenth (10th) Business Day (each an "Adjustment Date") after receipt by the Administrative Agent of quarterly financial statements for GTA and the other Credit Parties and the accompanying Officer's Compliance Certificate setting forth the Leverage Ratio of GTA and the other Credit Parties as of the most recent fiscal quarter end. Subject to 55% 3.25 % 2.00 % Pricing Level Ratio LIBOR Rate Loans Base Rate Loans Pricing Level 5 Greater than 55% 3.50 % 2.25 % The initial Section 3.1(c), in the event such financial statements and certificate of covenant compliance are not delivered within the time required by Sections 7.1 and 7.2, the Applicable Margin shall be at Pricing Level 4. The the highest Applicable Margin shall not be adjusted based upon such ratio, if at all, set forth above until the first (1st) day of the first (1st) month Adjustment Date following the delivery by Borrower to the Agent of the Compliance Certificate after the end of a calendar quarter. 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 Loans shall be at Pricing Level 5 until such failure is cured within any applicable cure period, or waived in writing by the Required Lenders, 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 Certificatefinancial statements and certificate or evidence of covenant compliance, as applicable. In Notwithstanding the event that the Agent and foregoing, at such time as the Borrower determine that any financial statements previously delivered were incorrect or inaccurate GTA obtains an investment-grade senior debt rating by Xxxxx'x AND S&P (regardless of whether this Agreement or the Commitments are in effect when such inaccuracy is discovered), "Dual Rating") and such inaccuracy, if corrected, would have led to the application of a higher Applicable Margin for any period (an “Applicable Period”) than the Applicable Margin applied for such Applicable Period, then (i) so long as the Borrower shall as soon as practicable deliver to the Agent the corrected financial statements for or GTA retains such Applicable PeriodDual Rating, (ii) the Applicable Margin shall be determined as if the Pricing Level for such higher Applicable Margin were applicable for such Applicable Period, and (iii) the Borrower shall within three (3) Business Days of demand thereof by the Agent pay reference to the Agent the accrued additional amount owing as a result lower of such increased Applicable Margin for such Applicable Period, which payment shall be promptly applied by the Agent Xxxxx'x or S&P's ratings thereof in accordance with this Agreementthe following pricing matrix: Senior Debt Rating Applicable Margin Per Annum ------------------ --------------------------- BBB/Baa2 or higher 1.25% BBB-/Baa3 1.35% ; PROVIDED, that, in the event the Borrower or GTA obtains an investment-grade senior debt rating by either Xxxxx'x (Baa3 or higher) OR S&P (BBB- or higher) (the "Senior Rating"), and provided the rating of the other rating agency is not less than the grade immediately below investment grade (I.E., Ba1 if Xxxxx'x and BB+ if S&P) (the "Junior Rating" and collectively with the Senior Rating, the "Combined Rating")) and for so long as the Borrower or GTA retains such Combined Rating, the Applicable Margin shall be 1.50% per annum. In the event the Borrower or GTA, as applicable, loses (i) the Dual Rating or (ii) the Senior Rating or the Junior Rating, as applicable, the Applicable Margin shall thereafter be determined by reference to the Leverage Ratio as provided above until such time as the Borrower or GTA obtains a Dual Rating or a Combined Rating.
Appears in 1 contract
Applicable Margin. On The term “APPLICABLE MARGIN” for any date BASE RATE BORROWING or LIBOR BORROWING on any date, the Applicable Margin for LIBOR Rate Loans and Base Rate Loans shall be as BASIS POINTS set forth below based below, as applicable, opposite the LEVERAGE RATIO shown on the ratio of last COMPLIANCE CERTIFICATE delivered by the Consolidated Total Indebtedness of REIT and its respective Subsidiaries BORROWERS to the Gross Asset Value of REIT and its respective SubsidiariesAGENT pursuant to subsection 5.12.5 prior to such date: Pricing Level Ratio LEVEL LEVERAGE RATIO BASE RATE BORROWINGS LIBOR Rate Loans Base Rate Loans Pricing Level 1 BORROWINGS I Less than 2.0 to 1.0 37.5 210 II Greater than or equal to 35% 2.50 % 1.25 % Pricing Level 2 Greater than 35% 2.0 to 1.0 but less than or equal to 40% 2.75 % 1.50 % Pricing Level 3 3.25 to 1.0 87.5 285 III Greater than 40% 3.25 to 1.0 but less than or equal to 45% 3.00 % 1.75 % Pricing Level 4 4.5 to 1.0 137.5 360 IV Greater than 45% 4.5 to 1.0 but less than or equal to 55% 3.25 % 2.00 % Pricing Level Ratio LIBOR Rate Loans Base Rate Loans Pricing Level 5 5.25 to 1.0 187.5 435 V Greater than 55% 3.50 % 2.25 % The initial Applicable Margin 5.25 to 1.0 237.5 510 provided, however, that (a) adjustments, if any, to the APPLICABLE MARGIN resulting from a change in the LEVERAGE RATIO shall be at Pricing Level 4. The Applicable Margin shall not be adjusted based upon such ratio, if at all, until the first effective five (1st5) day of the first (1st) month following the delivery by Borrower to the Agent of the Compliance Certificate BUSINESS DAYS after the end of AGENT has received a calendar quarter. In COMPLIANCE CERTIFICATE, (b) in the event that Borrower shall fail to deliver no COMPLIANCE CERTIFICATE has been delivered for a fiscal quarter prior to the Agent a quarterly Compliance Certificate last date on or before the date required by §7.4(c), then which it can be delivered without limiting any other rights violation of the Agent and the Lenders under this Agreementsubsection 5.12.5, the Applicable Margin for Loans APPLICABLE MARGIN from such date until such COMPLIANCE CERTIFICATE is actually delivered shall be at Pricing that applicable under Level 5 until such failure is cured within any applicable cure periodV, or waived (c) in writing by the Required Lenders, 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. In the event that the Agent and the Borrower determine that any financial statements previously delivered were incorrect or inaccurate (regardless of whether this Agreement or the Commitments are in effect when such inaccuracy is discovered), and such inaccuracy, if corrected, would have led to the application of a higher Applicable Margin actual LEVERAGE RATIO for any period (an “Applicable Period”) fiscal quarter is subsequently determined to be greater than that set forth in the Applicable Margin applied COMPLIANCE CERTIFICATE for such Applicable Periodfiscal quarter, then (i) the Borrower shall as soon as practicable deliver to the Agent the corrected financial statements for such Applicable Period, (ii) the Applicable Margin APPLICABLE MARGIN shall be determined as if recalculated for the Pricing Level for applicable period based upon such higher Applicable Margin were applicable for such Applicable Periodactual LEVERAGE RATIO, and (iiid) anything in this definition to the Borrower shall within three (3) Business Days of demand thereof contrary notwithstanding, until receipt by the Agent pay AGENT of the COMPLIANCE CERTIFICATE for the fiscal quarter ending March 31, 2004, the APPLICABLE MARGIN shall be that applicable under Level IV. Any additional interest on the LOANS resulting from the operation of clause (c) above shall be payable by the BORROWERS to the Agent LENDERS within five (5) days after receipt of a written demand therefor from the accrued additional amount owing as a result of such increased Applicable Margin for such Applicable Period, which payment shall be promptly applied by the Agent in accordance with this AgreementAGENT.
Appears in 1 contract
Applicable Margin. On any date the The Applicable Margin provided for in Section 5.1(a) ----------------- with respect to the Loans (the "Applicable Margin") shall (i) for the period commencing on the Closing Date and ending on the date that is six (6) months from the Closing Date (the "Initial Adjustment Date"), equal the percentages set forth as follows: Revolving Credit and Term A Loan Facilities Term B Loan Facility Applicable Margin Per Annum Applicable Margin Per Annum Base Rate + LIBOR Rate Loans and + Base Rate Loans + LIBOR Rate + --------------------------- --------------------------- 2.25% 3.25% 2.75% 3.75% and (ii) commencing on the Initial Adjustment Date and for each fiscal quarter thereafter, shall be based upon the Leverage Ratio as set forth in the table below based and shall be determined and adjusted on the ratio Initial Adjustment Date and thereafter, quarterly on the date (each a "Calculation Date") ten (10) Business Days after the date by which the Borrowers are required to provide an Officer's Compliance Certificate for the most recently ended fiscal quarter of the Consolidated Total Indebtedness of REIT Borrowers and its respective Subsidiaries their Subsidiaries; provided, that with respect to the Gross Asset Value period -------- commencing on the Initial Adjustment Date and ending on the next Calculation Date to occur after the Initial Adjustment Date, the calculation of REIT and its respective Subsidiaries: Pricing Level Ratio LIBOR Rate Loans Base Rate Loans Pricing Level 1 Less than or equal to 35% 2.50 % 1.25 % Pricing Level 2 Greater than 35% but less than or equal to 40% 2.75 % 1.50 % Pricing Level 3 Greater than 40% but less than or equal to 45% 3.00 % 1.75 % Pricing Level 4 Greater than 45% but less than or equal to 55% 3.25 % 2.00 % Pricing Level Ratio LIBOR Rate Loans Base Rate Loans Pricing Level 5 Greater than 55% 3.50 % 2.25 % The initial the Applicable Margin shall be at based on the most recent Officer's Compliance Certificate received by the Administrative Agent and Lenders prior to the Initial Adjustment Date. Notwithstanding the foregoing, if the Borrowers fail to provide the Officer's Compliance Certificate as required by Section 8.2 for the most recently ended fiscal quarter of the Borrowers and their Subsidiaries preceding the applicable Calculation Date, the Applicable Margin from such Calculation Date shall be based on Pricing Level 41 (as shown below) until such time as an appropriate Officer's Compliance Certificate is provided, at which time the Pricing Level shall be determined by reference to the Leverage Ratio as of the last day of the most recently ended fiscal quarter of the Borrowers preceding such Calculation Date. The Applicable Margin shall not be adjusted based upon such ratio, if at all, effective from one Calculation Date until the first (1st) day of the first (1st) month following the delivery by Borrower to the Agent of the Compliance Certificate after the end of a calendar quarternext Calculation Date. 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 Loans shall be at Pricing Level 5 until such failure is cured within any applicable cure period, or waived Any adjustment in writing by the Required Lenders, 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. In the event that the Agent and the Borrower determine that any financial statements previously delivered were incorrect or inaccurate (regardless of whether this Agreement or the Commitments are in effect when such inaccuracy is discovered), and such inaccuracy, if corrected, would have led to the application of a higher Applicable Margin for any period (an “Applicable Period”) than the Applicable Margin applied for such Applicable Period, then (i) the Borrower shall as soon as practicable deliver to the Agent the corrected financial statements for such Applicable Period, (ii) the Applicable Margin shall be determined as if the Pricing Level for such higher applicable to all Extensions of Credit then existing or subsequently made or issued. Revolving Credit and Term A Loan Facilities Term B Loan Facility Applicable Margin were applicable for such Applicable Period, and (iii) the Borrower shall within three (3) Business Days of demand thereof by the Agent pay to the Agent the accrued additional amount owing as a result of such increased Per Annum Applicable Margin for such Applicable Period, which payment shall be promptly applied by the Agent in accordance with this Agreement.Per Annum Level Leverage Ratio Base Rate + LIBOR Rate + Base Rate + LIBOR Rate + ----- -------------- --------------------------- --------------------------- 1 Greater than or equal to 3.00 to 1.0. 2.50% 3.50% 3.00% 4.00% 2 Less than 3.00 to 1.0 but greater than or equal to 2.50 to 1.0. 2.25% 3.25% 2.75% 3.75%
Appears in 1 contract
Samples: Credit Agreement (GTS Duratek Inc)
Applicable Margin. On any date the Applicable Margin for LIBOR Rate Loans and Base Rate Loans shall be as set forth below based on the ratio of the Consolidated Total Indebtedness of REIT and its respective Subsidiaries to the Gross Asset Value of REIT and its respective Subsidiaries: Pricing Level Ratio LIBOR Rate Loans Base Rate Loans Pricing Level 1 Less than or equal to 3540% 2.50 2.00% 1.25 1.00% Pricing Level 2 Greater than 35% but less than or equal to 40% 2.75 but less than 45% 1.50 2.25% 1.25% Pricing Level 3 Greater than 40% but less than or equal to 45% 3.00 but less than 55% 1.75 2.45% 1.45% Pricing Level 4 Greater than 45% but less than or equal to 55% 3.25 2.65% 2.00 % Pricing Level Ratio LIBOR Rate Loans Base Rate Loans Pricing Level 5 Greater than 55% 3.50 % 2.25 1.65% The initial Applicable Margin shall be at Pricing Level 41. The Applicable Margin shall not be adjusted based upon such ratio, if at all, until the first (1st) day of the first (1st) month following the delivery by Borrower to the Agent of the Compliance Certificate after the end of a calendar quarter. 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 Loans shall be at Pricing Level 5 4 until such failure is cured within any applicable cure period, or waived in writing by the Required Lenders, 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. In the event that the Agent and Agent, REIT, or the Borrower determine that any financial statements previously delivered were incorrect or inaccurate (regardless of whether this Agreement or the Revolving Credit Commitments are in effect when such inaccuracy is discovered), and such inaccuracy, if corrected, would have led to the application of a higher Applicable Margin for any period (an “Applicable Period”) than the Applicable Margin applied for such Applicable Period, then (i) the Borrower shall as soon as practicable deliver to the Agent the corrected financial statements for such Applicable Period, (ii) the Applicable Margin shall be determined as if the Pricing Level for such higher Applicable Margin were applicable for such Applicable Period, and (iii) the Borrower shall within three (3) Business Days of demand thereof by the Agent pay to the Agent the accrued additional amount owing as a result of such increased Applicable Margin for such Applicable Period, which payment shall be promptly applied by the Agent in accordance with this Agreement."
Appears in 1 contract
Samples: Credit Agreement (Carter Validus Mission Critical REIT II, Inc.)
Applicable Margin. On any date the The Applicable Margin provided for in Section ----------------- 4.1(a) with respect to the Loans (the "Applicable Margin") shall for each fiscal quarter be determined by reference to the Leverage Ratio as of the end of the fiscal quarter immediately preceding the delivery of the applicable Officer's Compliance Certificate (or, with respect to the Closing Date, the Financial Condition Certificate delivered pursuant to Section 5.2(d)(ii)) as follows: Applicable Margin Per Annum Leverage Ratio Base Rate + LIBOR Rate Loans and Base Rate Loans shall be as set forth below based on the ratio of the Consolidated Total Indebtedness of REIT and its respective Subsidiaries to the Gross Asset Value of REIT and its respective Subsidiaries: Pricing Level Ratio LIBOR Rate Loans Base Rate Loans Pricing Level 1 Less + -------------- --------------------------- Greater than or equal to 352.00 to 1.00 0.00% 2.50 0.625% 1.25 % Pricing Level 2 Greater than 35% but less than or equal to 40% 2.75 % 1.50 % Pricing Level 3 Greater than 40% 1.00 to 1.00 but less than or equal 2.00 to 451.00 0.00% 3.00 0.500% 1.75 Less than 1.00 to 1.00 0.00% Pricing Level 4 Greater than 450.375% but less than or equal to 55% 3.25 % 2.00 % Pricing Level Ratio LIBOR Rate Loans Base Rate Loans Pricing Level 5 Greater than 55% 3.50 % 2.25 % The initial Applicable Margin shall be at Pricing Level 4. The Applicable Margin shall not be adjusted based upon such ratioAdjustments, if at all, until the first (1st) day of the first (1st) month following the delivery by Borrower to the Agent of the Compliance Certificate after the end of a calendar quarter. 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 Loans shall be at Pricing Level 5 until such failure is cured within any applicable cure period, or waived in writing by the Required Lendersany, 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. In the event that the Agent and the Borrower determine that any financial statements previously delivered were incorrect or inaccurate (regardless of whether this Agreement or the Commitments are in effect when such inaccuracy is discovered), and such inaccuracy, if corrected, would have led to the application of a higher Applicable Margin for any period (an “Applicable Period”) than the Applicable Margin applied for such Applicable Period, then (i) the Borrower shall as soon as practicable deliver to the Agent the corrected financial statements for such Applicable Period, (ii) the Applicable Margin shall be determined as if the Pricing Level for such higher Applicable Margin were applicable for such Applicable Period, and (iii) the Borrower shall within three (3) Business Days of demand thereof made by the Agent pay to on the Agent the accrued additional amount owing as a result of such increased Applicable Margin for such Applicable Period, which payment shall be promptly applied tenth (10th) Business Day after receipt by the Agent of quarterly financial statements for the Borrower and its Subsidiaries and the accompanying Officer's Compliance Certificate setting forth the Leverage Ratio of the Borrower and its Subsidiaries as of the most recent fiscal quarter end. Subject to Section 4.1(d), in accordance with this Agreementthe event the Borrower fails to deliver such financial statements and certificate within the time required by Section 7.2 hereof, the Applicable Margin shall be the highest Applicable Margin set forth above until the delivery of such financial statements and certificate. Notwithstanding the foregoing, for the period from and including the Closing Date through and including the tenth (10th) Business Day following the delivery of the financial statements and Officer's Compliance Certificate for the fiscal quarter ending March 31, 1997, the Applicable Margin shall be 0.00% for Base Rate Loans and 0.500% for LIBOR Loans; provided, that in the event the Borrower fails to make the payments -------- required pursuant to the promissory notes in favor of the phantom stock holders described in Schedule 6.1(t) on or prior to March 1, 1997, the Applicable Margin --------------- shall be calculated pursuant to the Leverage Ratio as set forth above.
Appears in 1 contract
Samples: Credit Agreement (American Business Information Inc /De)
Applicable Margin. On (i) The Applicable Margin provided for in Section 5.1(a) with respect to any Revolving Credit Loans shall be based upon the table set forth below and shall be determined and adjusted quarterly on the date (each a “Calculation Date”) ten (10) Business Days after the date by which the Borrower is required to provide an Officer’s Compliance Certificate for the most recently ended fiscal quarter of the Borrower. The Pricing Level shall be determined by reference to the Total Leverage Ratio as of the last day of the most recently ended fiscal quarter of the Borrower preceding the applicable Calculation Date, provided, however, that (A) the initial Applicable Margin for LIBOR Rate the Revolving Credit Loans and Base Rate Loans shall be as set forth below based on the ratio of the Consolidated Total Indebtedness of REIT and its respective Subsidiaries to the Gross Asset Value of REIT and its respective Subsidiaries: Pricing Level Ratio LIBOR Rate Loans Base Rate Loans Pricing Level 1 Less than or equal to 35% 2.50 % 1.25 % Pricing Level 2 Greater than 35% but less than or equal to 40% 2.75 % 1.50 % Pricing Level 3 Greater than 40% but less than or equal to 45% 3.00 % 1.75 % Pricing Level 4 Greater than 45% but less than or equal to 55% 3.25 % 2.00 % Pricing Level Ratio LIBOR Rate Loans Base Rate Loans Pricing Level 5 Greater than 55% 3.50 % 2.25 % The initial Applicable Margin shall be at Pricing Level 4. The Applicable Margin shall not be adjusted based upon such ratio, if at all, less than Pricing Level II (as shown below) until the first Calculation Date for the fiscal quarter ending September 30, 2006 and (1stB) day if the Borrower fails to provide the Officer’s Compliance Certificate as required by Article VIII for the most recently ended fiscal quarter of the first (1st) month following Borrower preceding the delivery by Borrower to the Agent of the Compliance Certificate after the end of a calendar quarter. 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 Agreementapplicable Calculation Date, the Applicable Margin for the Loans from such Calculation Date shall be based on Pricing Level I (as shown below) until such time as an appropriate Officer’s Compliance Certificate is provided, at which time the Pricing Level shall be determined by reference to the Total Leverage Ratio as of the last day of the most recently ended fiscal quarter of the Borrower preceding such Calculation Date. The Applicable Margin for the Loans shall be at Pricing Level 5 effective from one Calculation Date until such failure is cured within any applicable cure period, or waived the next Calculation Date. Any adjustment in writing by the Required Lenders, 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. In the event that the Agent and the Borrower determine that any financial statements previously delivered were incorrect or inaccurate (regardless of whether this Agreement or the Commitments are in effect when such inaccuracy is discovered), and such inaccuracy, if corrected, would have led to the application of a higher Applicable Margin for any period (an “Applicable Period”) than the Applicable Margin applied for such Applicable Period, then (i) the Borrower shall as soon as practicable deliver to the Agent the corrected financial statements for such Applicable Period, (ii) the Applicable Margin shall be determined as if the applicable to all Extensions of Credit then existing or subsequently made or issued. Pricing Level for such higher Total Leverage Ratio Applicable LIBOR Margin were applicable for such (Revolver) Applicable Period, and Base Rate Margin (iiiRevolver) the Borrower shall within three (3) Business Days of demand thereof by the Agent pay Commitment Fee I > 6.0 to the Agent the accrued additional amount owing as a result of such increased Applicable Margin for such Applicable Period, which payment shall be promptly applied by the Agent in accordance with this Agreement.1.0 1.75 % 0.50 % 0.500 % II > 5.0 to 1.0 but < 6.0 to 1.0 1.50 % 0.25 % 0.375 % III > 4.0 to 1.0 but < 5.0 to 1.0 1.25 % 0.00 % 0.375 % IV < 4.0 to 1.0 1.00 % 0.00 % 0.375 %
Appears in 1 contract
Applicable Margin. On any date As used in the Credit Agreement, “Applicable Margin for LIBOR Margin” shall, with respect to the Incremental Tranche A Term Loans, be deemed to mean (a) 1.50% in the case of Base Rate Loans and Base Rate Loans (b) 2.50% in the case of Eurodollar Loans; provided, however, that the foregoing margins shall be subject to change in accordance with the below pricing grid following the first Adjustment Date (as set forth below based on defined below) occurring after the ratio of the Consolidated Total Indebtedness of REIT and its respective Subsidiaries to the Gross Asset Value of REIT and its respective Subsidiaries: fiscal quarter ending September 30, 2012. PRICING GRID FOR INCREMENTAL TRANCHE A TERM LOANS Pricing Level Ratio LIBOR Rate Eurodollar Loans Base Rate Loans Pricing Level 1 Less than or equal > 4.5 2.50 % 1.50 % £4.5 to 35% 2.50 > 3.5 2.25 % 1.25 % Pricing Level 2 Greater than 35% but less than or equal to 40% 2.75 % 1.50 % Pricing Level 3 Greater than 40% but less than or equal to 45% 3.00 % 1.75 % Pricing Level 4 Greater than 45% but less than or equal to 55% 3.25 % £ 3.5 2.00 % Pricing Level Ratio LIBOR Rate Loans Base Rate Loans Pricing Level 5 Greater than 551.00 % 3.50 % 2.25 % The initial Changes in the Applicable Margin with respect to the Incremental Tranche A Term Loans resulting from changes in the Pricing Ratio shall become effective on each Adjustment Date, and any such change shall remain in effect until the next Adjustment Date. The “Adjustment Date” in respect of each fiscal period shall be at Pricing Level 4. The Applicable Margin shall not be adjusted based upon such ratio, if at all, until the first (1st) day of the first (1st) month following the delivery by Borrower date on which financial statements are delivered to the Agent of Lenders pursuant to Section 6.1 (but in any event not later than the Compliance Certificate 45th day after the end of a calendar quarter. 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 Loans shall be at Pricing Level 5 until such failure is cured within any applicable cure period, or waived in writing by the Required Lenders, in which event the Applicable Margin shall adjust, if necessary, on the first (1st) day each of the first (1st) month following receipt three quarterly periods of such Compliance Certificateeach fiscal year or the 90th day after the end of each fiscal year, as the case may be). In the event that the Agent and the Borrower determine that If any financial statements previously referred to above are not delivered were incorrect or inaccurate (regardless within the time periods specified above, then, until such financial statements are delivered, the highest rate set forth in each column of whether this Agreement or the Commitments are pricing grid above shall apply. In addition, at all times while an Event of Default shall have occurred and be continuing, the highest rate set forth in effect when such inaccuracy is discovered), and such inaccuracy, if corrected, would have led each column of the pricing grid above shall apply. Each determination of the Pricing Ratio pursuant hereto shall be made with respect to the application fiscal quarter of a higher Applicable Margin for any period (an “Applicable Period”) than the Applicable Margin applied for such Applicable Period, then (i) the Borrower shall as soon as practicable deliver to ending at the Agent end of the corrected financial statements for such Applicable Period, (ii) the Applicable Margin shall be determined as if the Pricing Level for such higher Applicable Margin were applicable for such Applicable Period, and (iii) the Borrower shall within three (3) Business Days of demand thereof period covered by the Agent pay to the Agent the accrued additional amount owing as a result of such increased Applicable Margin for such Applicable Period, which payment shall be promptly applied by the Agent in accordance with this Agreementrelevant financial statements.
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Applicable Margin. On any date date, the Applicable Margin for LIBOR Rate Revolving Credit Loans, Base Rate Revolving Credit Loans, LIBOR Rate Term Loans and Base Rate Term Loans shall be a percentage per annum as set forth below based on the ratio of the Consolidated Total Indebtedness of REIT and its respective Subsidiaries to the Borrower’s Gross Asset Value of REIT and its respective SubsidiariesValue: Pricing Level Ratio Applicable Margin for Revolving Credit LIBOR Rate Loans Applicable Margin for Revolving Credit Base Rate Loans Applicable Margin for Term LIBOR Rate Loans Applicable Margin for Term Base Rate Loans Pricing Level 1 Less than or equal to 3555% 2.50 2.40% 1.25 1.40% 2.35% 1.35% Pricing Level 2 Greater Equal to or greater than 3555% but less than or equal to 4060% 2.75 2.65% 1.50 1.65% 2.60% 1.60% Pricing Level 3 Greater Equal to or greater than 4060% but less than or equal to 452.90% 3.00 1.90% 1.75 2.85% Pricing Level 4 Greater than 45% but less than or equal to 55% 3.25 % 2.00 % Pricing Level Ratio LIBOR Rate Loans Base Rate Loans Pricing Level 5 Greater than 55% 3.50 % 2.25 1.85% The initial Applicable Margin as of the Closing Date shall be at Pricing Level 41. The Applicable Margin for each Base Rate Loan shall be determined by reference to the ratio of Consolidated Total Indebtedness to Gross Asset Value in effect from time to time, and the Applicable Margin for any Interest Period for all LIBOR Rate Loans comprising part of the same borrowing shall be determined by reference to the ratio of Consolidated Total Indebtedness to Gross Asset Value in effect on the first (1st) day of such Interest Period. The Applicable Margin shall not be adjusted based upon such ratio, if at all, until the first (1st) day of the first (1st) month following the delivery by Borrower REIT to the Agent of the Compliance Certificate after the end of a calendar quarter. In the event that Borrower REIT 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 3 until such failure is cured within any applicable cure period, or waived in writing by the Required Lenders, Lenders 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. In the event that the Agent and Agent, REIT or the Borrower determine that any financial statements previously delivered were incorrect or inaccurate (regardless of whether this Agreement or the Commitments are in effect when such inaccuracy is discovered), and such inaccuracy, if corrected, would have led to the application of a higher Applicable Margin for any period (an “Applicable Period”) than the Applicable Margin applied for such Applicable Period, then (ia) the Borrower shall as soon as practicable deliver to the Agent the corrected financial statements for such Applicable Period, (iib) the Applicable Margin shall be determined as if the Pricing Level for such higher Applicable Margin were applicable for such Applicable Period, and (iiic) the Borrower shall within three (3) Business Days of demand thereof by the Agent pay to the Agent the accrued additional amount owing as a result of such increased Applicable Margin for such Applicable Period, which payment shall be promptly applied by the Agent in accordance with this Agreement.
Appears in 1 contract
Samples: Credit Agreement (GTJ Reit, Inc.)
Applicable Margin. On (i) The Applicable Margin provided for in Section 5.1(a) with respect to any Revolving Credit Loans and Swingline Loans (the "Applicable Margin") shall be based upon the table set forth below and shall be determined and adjusted quarterly on the date (each a "Calculation Date") ten (10) Business Days after the date by which the Borrower is required to provide an Officer's Compliance Certificate for the most recently ended fiscal quarter of the Borrower; provided, however, that (A) the initial Applicable Margin for LIBOR Rate the Revolving Credit Loans and Base Rate Swingline Loans shall be as set forth below based on the ratio of the Consolidated Total Indebtedness of REIT and its respective Subsidiaries to the Gross Asset Value of REIT and its respective Subsidiaries: Pricing Level Ratio LIBOR Rate Loans Base Rate Loans Pricing Level 1 Less than or equal to 35% 2.50 % 1.25 % Pricing Level 2 Greater than 35% but less than or equal to 40% 2.75 % 1.50 % Pricing Level 3 Greater than 40% but less than or equal to 45% 3.00 % 1.75 % Pricing Level 4 Greater than 45% but less than or equal to 55% 3.25 % 2.00 % Pricing Level Ratio LIBOR Rate Loans Base Rate Loans Pricing Level 5 Greater than 55% 3.50 % 2.25 % The initial Applicable Margin III (as shown below) and shall be remain at Pricing Level 4. The Applicable Margin III until December 31, 2002, and, thereafter the Pricing Level shall not be adjusted based upon such ratio, if at all, until determined by reference to the first (1st) Total Leverage Ratio as of the last day of the first (1st) month following the delivery by Borrower to the Agent most recently ended fiscal quarter of the Borrower preceding the applicable Calculation Date, and (B) if the Borrower fails to provide the Officer's Compliance Certificate after the end of a calendar quarter. In the event that Borrower shall fail to deliver to the Agent a quarterly Compliance Certificate on or before the date as required by §7.4(c), then without limiting any other rights Section 8.2 for the most recently ended fiscal quarter of the Agent and Borrower preceding the Lenders under this Agreementapplicable Calculation Date, the Applicable Margin for Revolving Credit Loans and Swingline Loans from such Calculation Date shall be based on Pricing Level IV (as shown below) until such time as an appropriate Officer's Compliance Certificate is provided, at which time the Pricing Level shall be determined by reference to the Total Leverage Ratio as of the last day of the most recently ended fiscal quarter of the Borrower preceding such Calculation Date. The Applicable Margin for Revolving Credit Loans and Swingline Loans shall be at Pricing Level 5 effective from one Calculation Date until such failure is cured within any applicable cure period, or waived the next Calculation Date. Any adjustment in writing by the Required Lenders, 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. In the event that the Agent and the Borrower determine that any financial statements previously delivered were incorrect or inaccurate (regardless of whether this Agreement or the Commitments are in effect when such inaccuracy is discovered), and such inaccuracy, if corrected, would have led to the application of a higher Applicable Margin for any period (an “Applicable Period”) than the Applicable Margin applied for such Applicable Period, then (i) the Borrower shall as soon as practicable deliver to the Agent the corrected financial statements for such Applicable Period, (ii) the Applicable Margin shall be determined as if the applicable to all Extensions of Credit then existing or subsequently made or issued. Pricing Level for such higher Applicable Margin were applicable for such Applicable Period, and (iii) the Borrower shall within three (3) Business Days of demand thereof by the Agent pay to the Agent the accrued additional amount owing as a result of such increased Applicable Margin for such Applicable Period, which payment shall be promptly applied by the Agent in accordance with this Agreement.Total Leverage Ratio LIBOR Base Rate I <2.00x 2.25% 1.25% II >2.00x but <2.50x 2.50% 1.50% III >2.50x but <3.00x 2.75% 1.75% IV >3.00x 3.00% 2.00%
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Applicable Margin. On any date the The Applicable Margin provided for LIBOR Rate Loans and Base Rate Loans in Section 5.1(a) with respect to any Loan (the “Applicable Margin”) shall be as based upon the table set forth below based and shall be determined and adjusted quarterly on the ratio date (each a “Calculation Date”) ten (10) Business Days after the earlier of (i) the Consolidated Total Indebtedness date on which Borrower provides or (ii) the date on which Borrower is required to provide, an Officer’s Compliance Certificate for the most recently ended fiscal quarter of REIT and its respective Subsidiaries to Borrower; provided, however, that (a) the Gross Asset Value of REIT and its respective Subsidiaries: Pricing Level Ratio LIBOR Rate Loans Base Rate Loans Pricing Level 1 Less than or equal to 35% 2.50 % 1.25 % Pricing Level 2 Greater than 35% but less than or equal to 40% 2.75 % 1.50 % Pricing Level 3 Greater than 40% but less than or equal to 45% 3.00 % 1.75 % Pricing Level 4 Greater than 45% but less than or equal to 55% 3.25 % 2.00 % Pricing Level Ratio LIBOR Rate Loans Base Rate Loans Pricing Level 5 Greater than 55% 3.50 % 2.25 % The initial Applicable Margin shall be based on Pricing Level II (as shown below) and shall remain at Pricing Level 4II until the first Calculation Date following December 31, 2007 and thereafter the Pricing Level shall be determined by reference to the Cash Flow Leverage Ratio as of the last day of the most recently ended fiscal quarter of Borrower preceding the applicable Calculation Date, and (b) if Borrower fails to provide the Officer’s Compliance Certificate as required by Section 7.2 for the most recently ended fiscal quarter of Borrower preceding the applicable Calculation Date, the Applicable Margin from such Calculation Date shall be based on Pricing Level I (as shown below) until such time as an appropriate Officer’s Compliance Certificate is provided; at which time the Pricing Level shall be determined by reference to the Cash Flow Leverage Ratio as of the last day of the most recently ended fiscal quarter of Borrower preceding such Calculation Date. The Applicable Margin shall not be adjusted based upon such ratio, if at all, effective from one Calculation Date until the first (1st) day of the first (1st) month following the delivery by Borrower to the Agent of the Compliance Certificate after the end of a calendar quarternext Calculation Date. 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 Loans shall be at Pricing Level 5 until such failure is cured within any applicable cure period, or waived Any adjustment in writing by the Required Lenders, 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. In the event that the Agent and the Borrower determine that any financial statements previously delivered were incorrect or inaccurate (regardless of whether this Agreement or the Commitments are in effect when such inaccuracy is discovered), and such inaccuracy, if corrected, would have led to the application of a higher Applicable Margin for any period (an “Applicable Period”) than the Applicable Margin applied for such Applicable Period, then (i) the Borrower shall as soon as practicable deliver to the Agent the corrected financial statements for such Applicable Period, (ii) the Applicable Margin shall be determined as if the applicable to all Extensions of Credit then existing or subsequently made or issued. Pricing Level for such higher Applicable Margin were applicable for such Applicable Period, and (iii) the Borrower shall within three (3) Business Days of demand thereof by the Agent pay Cash Flow Leverage Ratio LIBOR Base Rate Commitment Fee I Greater than or equal to the Agent the accrued additional amount owing as a result of such increased Applicable Margin for such Applicable Period, which payment shall be promptly applied by the Agent in accordance with this Agreement.2.50 to 1.00 1.750 % 0.500 % 0.2000 % II Greater than or equal to 1.50 to 1.00 but less than 2.50 to 1.00 1.500 % 0.500 % 0.2000 % III Greater than or equal to 1.00 to 1.00 but less than 1.50 to 1.00 1.250 % 0.500 % 0.2000 % IV Less than 1.00 to 1.00 1.000 % 0.500 % 0.1750 %
Appears in 1 contract
Samples: Credit Agreement (Radyne Corp)
Applicable Margin. On The Applicable Margin provided for in Section 5.1(a) with respect to any Loan (the "Applicable Margin") shall be based upon the table set forth below and shall be determined and adjusted quarterly on the date (each a "Calculation Date") ten (10) Business Days after the date by which the Borrower is required to provide an Officer's Compliance Certificate for the most recently ended fiscal quarter of the Borrower; provided, however, that (a) the initial Applicable Margin shall be based on Pricing Level III (as shown below) and shall remain at Pricing Level III until receipt by the Administrative Agent of the Officer's Compliance Certificate for the period ended December 28, 2003 and, thereafter the Pricing Level shall be determined by reference to the Total Leverage Ratio as of the last day of the most recently ended fiscal quarter of the Borrower preceding the applicable Calculation Date, and (b) if the Borrower fails to provide the Officer's Compliance Certificate as required by Section 8.2 for the most recently ended fiscal quarter of the Borrower preceding the applicable Calculation Date, the Applicable Margin for LIBOR Rate Loans and Base Rate Loans from such Calculation Date shall be as set forth below based on Pricing Level IV (as shown below) until such time as an appropriate Officer's Compliance Certificate is provided, at which time the ratio Pricing Level shall be determined by reference to the Total Leverage Ratio as of the Consolidated Total Indebtedness last day of REIT and its respective Subsidiaries the most recently ended fiscal quarter of the Borrower preceding such Calculation Date. The Applicable Margin shall be effective from one Calculation Date until the next Calculation Date. Any adjustment in the Applicable Margin shall be applicable to the Gross Asset Value all Extensions of REIT and its respective Subsidiaries: Pricing Level Ratio Credit then existing or subsequently made or issued. REVOLVING CREDIT LOANS TERM LOANS ----------------------------------------------------------------------------------------------------------- PRICING LEVEL TOTAL LEVERAGE RATIO LIBOR Rate Loans Base Rate Loans Pricing Level 1 BASE RATE LIBOR BASE RATE ----------------------------------------------------------------------------------------------------------- IV Greater than 3.00 to 1.00 3.25% 2.00% 3.00% 1.75% -------------------------------------------------------------------------------------------------------- III Greater than 2.50 to 1.00, but 3.00% 1.75% 3.00% 1.75% less than or equal to 3.00 to 1.00 -------------------------------------------------------------------------------------------------------- II Greater than 2.00 to 1.00, but 2.75% 1.50% 3.00% 1.75% less than or equal to 2.50 to 1.00 -------------------------------------------------------------------------------------------------------- I Less than or equal to 352.00 2.50% 2.50 1.25% 1.25 3.00% Pricing Level 2 Greater than 351.75% but less than or equal to 40% 2.75 % 1.50 % Pricing Level 3 Greater than 40% but less than or equal to 45% 3.00 % 1.75 % Pricing Level 4 Greater than 45% but less than or equal to 55% 3.25 % 2.00 % Pricing Level Ratio LIBOR Rate Loans Base Rate Loans Pricing Level 5 Greater than 55% 3.50 % 2.25 % The initial Applicable Margin shall be at Pricing Level 4. The Applicable Margin shall not be adjusted based upon such ratio, if at all, until the first (1st) day of the first (1st) month following the delivery by Borrower to the Agent of the Compliance Certificate after the end of a calendar quarter. 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 Loans shall be at Pricing Level 5 until such failure is cured within any applicable cure period, or waived in writing by the Required Lenders, 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. In the event that the Agent and the Borrower determine that any financial statements previously delivered were incorrect or inaccurate (regardless of whether this Agreement or the Commitments are in effect when such inaccuracy is discovered), and such inaccuracy, if corrected, would have led to the application of a higher Applicable Margin for any period (an “Applicable Period”) than the Applicable Margin applied for such Applicable Period, then (i) the Borrower shall as soon as practicable deliver to the Agent the corrected financial statements for such Applicable Period, (ii) the Applicable Margin shall be determined as if the Pricing Level for such higher Applicable Margin were applicable for such Applicable Period, and (iii) the Borrower shall within three (3) Business Days of demand thereof by the Agent pay to the Agent the accrued additional amount owing as a result of such increased Applicable Margin for such Applicable Period, which payment shall be promptly applied by the Agent in accordance with this Agreement.--------------------------------------------------------------------------------------------------------
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Applicable Margin. On any date the The Applicable Margin provided for LIBOR Rate Loans and Base Rate Loans in Section 5.1(a) with respect to any Loan (the “Applicable Margin”) shall be as based upon the table set forth below based and shall be determined and adjusted quarterly on the ratio date (each a “Calculation Date”) ten (10) Business Days after the earlier of (i) the date on which Borrower provides or (ii) the date on which the Borrower is required to provide, an Officer’s Compliance Certificate for the most recently ended Fiscal Quarter of the Consolidated Total Indebtedness of REIT and its respective Subsidiaries to Borrower; provided, however, that (A) the Gross Asset Value of REIT and its respective Subsidiaries: Pricing Level Ratio LIBOR Rate Loans Base Rate Loans Pricing Level 1 Less than or equal to 35% 2.50 % 1.25 % Pricing Level 2 Greater than 35% but less than or equal to 40% 2.75 % 1.50 % Pricing Level 3 Greater than 40% but less than or equal to 45% 3.00 % 1.75 % Pricing Level 4 Greater than 45% but less than or equal to 55% 3.25 % 2.00 % Pricing Level Ratio LIBOR Rate Loans Base Rate Loans Pricing Level 5 Greater than 55% 3.50 % 2.25 % The initial Applicable Margin shall be based on Pricing Level III (as shown below) and shall remain at Pricing Level 4. The Applicable Margin shall not be adjusted based upon such ratio, if at all, III until the first (1st) Calculation Date following the first full Fiscal Quarter occurring after the Closing Date and, thereafter the Pricing Level shall be determined by reference to the Adjusted Debt to EBITDAR Ratio as of the last day of the first (1st) month following the delivery by Borrower to the Agent most recently ended Fiscal Quarter of the Borrower preceding the applicable Calculation Date, and (B) if the Borrower fails to provide the Officer’s Compliance Certificate after the end of a calendar quarter. In the event that Borrower shall fail to deliver to the Agent a quarterly Compliance Certificate on or before the date as required by §7.4(c), then without limiting any other rights Section 8.2 for the most recently ended Fiscal Quarter of the Agent and Borrower preceding the Lenders under this Agreementapplicable Calculation Date, the Applicable Margin for Loans from such Calculation Date shall be at based on Pricing Level 5 I (as shown below) until such failure time as an appropriate Officer’s Compliance Certificate is cured within any applicable cure periodprovided, or waived at which time the Pricing Level shall be determined by reference to the Adjusted Debt to EBITDAR Ratio as of the last day of the most recently ended Fiscal Quarter of the Borrower preceding such Calculation Date. Subject to Sections 5.1(c)(ii)(A) and (B) in writing by the Required Lenderspreceding sentence, in which event the Applicable Margin shall adjustbe effective from one Calculation Date until the next Calculation Date. Any adjustment in the Applicable Margin shall be applicable to all Extensions of Credit then existing or subsequently made or issued. Notwithstanding the foregoing, if necessary, on the first (1st) day of the first (1st) month following receipt of such Compliance Certificate. In in the event that the Agent and the Borrower determine that any financial statements previously statement or Officer’s Compliance Certificate delivered were incorrect pursuant to Section 8.1 or 8.2 is shown to be inaccurate (regardless of whether (i) this Agreement is in effect, (ii) the Revolving Credit Commitment is in effect, or the Commitments are in effect (iii) any Extension of Credit is outstanding when such inaccuracy is discovereddiscovered or such financial statement or Officer’s Compliance Certificate was delivered), and such inaccuracy, if corrected, would have led to the application of a higher Applicable Margin for any period (an “Applicable Period”) than the Applicable Margin applied for such Applicable Period, then (ix) the Borrower shall as soon as practicable promptly deliver to the Administrative Agent the a corrected financial statements Officer’s Compliance Certificate for such Applicable Period, (iiy) the Applicable Margin for such Applicable Period shall be determined as if the Pricing Level for such higher Applicable Margin Adjusted Debt to EBITDAR Ratio in the corrected Officer’s Compliance Certificate were applicable for such Applicable Period, and (iiiz) the Borrower shall within three (3) Business Days of demand thereof by the Agent promptly and retroactively be obligated to pay to the Administrative Agent the accrued additional amount interest and fees owing as a result of such increased Applicable Margin for such Applicable Period, which payment shall be promptly applied by the Administrative Agent in accordance with Section 5.4. Nothing in this paragraph shall limit the rights of the Administrative Agent and Lenders with respect to Sections 5.1(d) and 12.2 nor any of their other rights under this Agreement.. The Borrower’s obligations under this paragraph shall survive the termination of the Revolving Credit Commitment and the repayment of all other Obligations hereunder. Pricing Grid Level Adjusted Debt to EBITDAR Ratio Applicable Base Rate Margin Applicable LIBOR Rate Margin I Greater than or equal to 5.00 to 1.00 3.000 % 4.000 % II Greater than or equal to 4.50 to 1.00 but less than 5.00 to 1.00 2.750 % 3.750 % III Greater than or equal to 4.00 to 1.00 but less than 4.50 to 1.00 2.500 % 3.500 % IV Greater than or equal to 3.50 to 1.00 but less than 4.00 to 1.00 2.250 % 3.250 % V Less than 3.50 to 1.00 2.000 % 3.000 %
Appears in 1 contract
Samples: Credit Agreement (O Charleys Inc)
Applicable Margin. On any date the Applicable Margin for LIBOR Rate Loans and Base Rate Loans shall be as set forth below based on the ratio of the Consolidated Total Indebtedness of REIT and its respective Subsidiaries to the Gross Asset Value of REIT and its respective Subsidiaries: Pricing Level Ratio LIBOR Rate Loans Base Rate Loans Pricing Level 1 Less than or equal to 35% 2.50 1.75 % 1.25 0.75 % Pricing Level 2 Greater than or equal to 35% but less than 40% 2.00 % 1.00 % Pricing Level 3 Greater than or equal to 40% 2.75 but less than 45% 1.50 2.15 % 1.15 % Pricing Level 3 4 Greater than 40% but less than or equal to 45% 3.00 2.25 % 1.75 % Pricing Level 4 Greater than 45% but less than or equal to 55% 3.25 % 2.00 % Pricing Level Ratio LIBOR Rate Loans Base Rate Loans Pricing Level 5 Greater than 55% 3.50 % 2.25 1.25 % The initial Applicable Margin shall be at Pricing Level 41. The Applicable Margin shall not be adjusted based upon such ratio, if at all, until the first (1st) day of the first (1st) month following the delivery by Borrower to the Agent of the Compliance Certificate after the end of a calendar quarter. 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 Loans shall be at Pricing Level 5 4 until such failure is cured within any applicable cure period, or waived in writing by the Required Majority Lenders, 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. In the event that the Agent and the Borrower determine that any financial statements previously delivered were incorrect or inaccurate (regardless of whether this Agreement or the Commitments are in effect when such inaccuracy is discovered), and such inaccuracy, if corrected, would have led to the application of a higher Applicable Margin for any period (an “Applicable Period”) than the Applicable Margin applied for such Applicable Period, then (i) the Borrower shall as soon as practicable deliver to the Agent the corrected financial statements for such Applicable Period, (ii) the Applicable Margin shall be determined as if the Pricing Level for such higher Applicable Margin were applicable for such Applicable Period, and (iii) the Borrower shall within three (3) Business Days of demand thereof by the Agent pay to the Agent the accrued additional amount owing as a result of such increased Applicable Margin for such Applicable Period, which payment shall be promptly applied by the Agent in accordance with this Agreement.
Appears in 1 contract
Samples: Term Loan Agreement (Carter Validus Mission Critical REIT, Inc.)
Applicable Margin. On any date the The Applicable Margin provided for LIBOR Rate Loans and Base Rate Loans in Section 5.1(a) with respect to any Loan (the “Applicable Margin”) shall be as based upon the table set forth below based and shall be determined and adjusted quarterly on the ratio date (each a “Calculation Date”) ten (10) Business Days after the date by which the Borrowers are required to provide an Officer’s Compliance Certificate for the most recently ended fiscal quarter of the Consolidated Total Indebtedness of REIT and its respective Subsidiaries to Borrowers; provided, however, that (a) the Gross Asset Value of REIT and its respective Subsidiaries: Pricing Level Ratio LIBOR Rate Loans Base Rate Loans Pricing Level 1 Less than or equal to 35% 2.50 % 1.25 % Pricing Level 2 Greater than 35% but less than or equal to 40% 2.75 % 1.50 % Pricing Level 3 Greater than 40% but less than or equal to 45% 3.00 % 1.75 % Pricing Level 4 Greater than 45% but less than or equal to 55% 3.25 % 2.00 % Pricing Level Ratio LIBOR Rate Loans Base Rate Loans Pricing Level 5 Greater than 55% 3.50 % 2.25 % The initial Applicable Margin shall be based on Pricing Level IV (as shown below) and shall remain at Pricing Level 4IV until the first Calculation Date occurring after the Closing Date and, thereafter the Pricing Level shall be determined by reference to the Leverage Ratio as of the last day of the most recently ended fiscal quarter of the Borrowers preceding the applicable Calculation Date, and (b) if the Borrowers fail to provide the Officer’s Compliance Certificate as required by Section 8.2 for the most recently ended fiscal quarter of the Borrowers preceding the applicable Calculation Date, the Applicable Margin from such Calculation Date shall be based on Pricing Level I (as shown below) until such time as an appropriate Officer’s Compliance Certificate is provided, at which time the Pricing Level shall be determined by reference to the Leverage Ratio as of the last day of the most recently ended fiscal quarter of the Borrowers preceding such Calculation Date. The Applicable Margin shall not be adjusted based upon such ratio, if at all, effective from one Calculation Date until the first (1st) day of the first (1st) month following the delivery by Borrower to the Agent of the Compliance Certificate after the end of a calendar quarternext Calculation Date. 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 Loans shall be at Pricing Level 5 until such failure is cured within any applicable cure period, or waived Any adjustment in writing by the Required Lenders, 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. In the event that the Agent and the Borrower determine that any financial statements previously delivered were incorrect or inaccurate (regardless of whether this Agreement or the Commitments are in effect when such inaccuracy is discovered), and such inaccuracy, if corrected, would have led to the application of a higher Applicable Margin for any period (an “Applicable Period”) than the Applicable Margin applied for such Applicable Period, then (i) the Borrower shall as soon as practicable deliver to the Agent the corrected financial statements for such Applicable Period, (ii) the Applicable Margin shall be determined as if the applicable to all Extensions of Credit then existing or subsequently made or issued. Pricing Level for such higher Applicable Margin were applicable for such Applicable PeriodLeverage Ratio LIBOR Base Rate I Greater than or equal to 3.75 to 1.00 2.50 % 1.50 % II Greater than or equal to 3.25 to 1.00, and (iii) the Borrower shall within three (3) Business Days of demand thereof by the Agent pay but less than 3.75 to the Agent the accrued additional amount owing as a result of such increased Applicable Margin for such Applicable Period1.00 2.00 % 1.00 % III Greater than or equal to 2.75 to 1.00, which payment shall be promptly applied by the Agent in accordance with this Agreement.but less than 3.25 to 1.00 1.75 % 0.75 % IV Greater than or equal to 2.25 to 1.00, but less than 2.75 to 1.00 1.50 % 0.50 % V Greater than or equal to 1.75 to 1.00 but less than 2.25 to 1.00 1.25 % 0.25 % VI Greater than or equal to 1.25 to 1.00 but less than 1.75 to 1.00 1.00 % 0.0 % VII Less than 1.25 to 1.00 0.75 % 0.0 %
Appears in 1 contract
Samples: Credit Agreement (Belk Inc)
Applicable Margin. On any date the The "Applicable Margin for LIBOR Rate Loans and Base Rate Loans Margin" shall be mean as set forth below based on the ratio of the Consolidated Total Indebtedness Effective Date a rate per annum equal to, with respect to Advances under the Lines of REIT and its respective Subsidiaries Credit, the Term Loan A 200 basis points (2.00%) and, with respect to the Gross Asset Value of REIT and its respective Subsidiaries: Pricing Level Ratio LIBOR Rate Loans Base Rate Loans Pricing Level 1 Less than or equal to 35% 2.50 % 1.25 % Pricing Level 2 Greater than 35% but less than or equal to 40% 2.75 % 1.50 % Pricing Level 3 Greater than 40% but less than or equal to 45% 3.00 % 1.75 % Pricing Level 4 Greater than 45% but less than or equal to 55% 3.25 % 2.00 % Pricing Level Ratio LIBOR Rate Loans Base Rate Loans Pricing Level 5 Greater than 55% 3.50 % 2.25 % The initial Applicable Margin shall be at Pricing Level 4. The Applicable Margin shall not be adjusted based upon such ratioTerm Loan B, if at all, until the first 250 basis points (1st) day of the first (1st) month following the delivery by Borrower to the Agent of the Compliance Certificate after the end of a calendar quarter. 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 Loans shall be at Pricing Level 5 until such failure is cured within any applicable cure period, or waived in writing by the Required Lenders, 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. In the event that the Agent and the Borrower determine that any financial statements previously delivered were incorrect or inaccurate (regardless of whether this Agreement or the Commitments are in effect when such inaccuracy is discovered2.50%), and such inaccuracy, if corrected, would have led to the application of a higher Applicable Margin for any period (an “Applicable Period”) than the Applicable Margin applied for such Applicable Period, then (i) the Borrower shall as soon as practicable deliver to the Agent the corrected financial statements for such Applicable Period, (ii) the Applicable Margin shall be subject to subsequent adjustment, up or down, based on the U.S. Borrower's financial performance, determined as by reference to the Funded Debt/EBITDA Ratio, measured quarterly; that is, if the Pricing Level Funded Debt/EBITDA Ratio, measured for such higher each Fiscal Quarter of the U.S. Borrower, commencing with the first Fiscal Quarter ending after the Effective Date, is as described below, the Applicable Margin were applicable shall be the margin appearing opposite said Funded Debt/EBITDA Ratio: Applicable Margin ---------------------------------------------------------------------- Funded Debt/ Lines of Credit, Level EBITDA Ratio and Term Loan A Term Loan B ------ ------------------- ------------------ ----------------- I <1.75:1.00 2.00% 2.50% II >1.75:1.00, but 2.50% 3.00% < 2.25:1.00 III >2.25:1.00 2.75% 3.25% Lender shall determine whether any adjustment to the Applicable Margin is to be made quarterly, based on the U.S. Borrower's financial statements for each Fiscal Quarter delivered to Lender pursuant to Section 4.2; provided that if such financial statements are not timely delivered to Lender, then an adjustment to the Applicable PeriodMargin shall be made based on an assumed delivery of said financial statements reflecting a Funded Debt/EBITDA Ratio of greater than 2.25:1.0; i.e., Level III above. Each such adjustment to the Applicable Margin shall become effective as of the first day of the calendar month following the date on which such financial statements are delivered (or deemed delivered) to Lender, and (iii) the Borrower shall within three (3) Business Days of demand thereof by the Agent pay to the Agent the accrued additional amount owing as a result of such increased Applicable Margin for such Applicable Period, which payment shall be promptly applied by the Agent in accordance with this Agreement.remain effective unless and until any subsequent adjustment
Appears in 1 contract
Applicable Margin. On The applicable margin per annum provided for in Section 5.1(a) with respect to any date Loan (the "Applicable Margin for LIBOR Rate Loans and Base Rate Loans Margin") shall be as based upon the table set forth below based by reference to the Total Leverage Ratio and adjusted quarterly on the ratio date (each a "Calculation Date") ten (10) Business Days after the date by which the Borrower is required to provide an Officer's Compliance Certificate for the most recently ended fiscal quarter of the Consolidated Total Indebtedness of REIT and its respective Subsidiaries to Borrower; provided that (a) the Gross Asset Value of REIT and its respective Subsidiaries: Pricing Level Ratio LIBOR Rate Loans Base Rate Loans Pricing Level 1 Less than or equal to 35% 2.50 % 1.25 % Pricing Level 2 Greater than 35% but less than or equal to 40% 2.75 % 1.50 % Pricing Level 3 Greater than 40% but less than or equal to 45% 3.00 % 1.75 % Pricing Level 4 Greater than 45% but less than or equal to 55% 3.25 % 2.00 % Pricing Level Ratio LIBOR Rate Loans Base Rate Loans Pricing Level 5 Greater than 55% 3.50 % 2.25 % The initial Applicable Margin shall be based on Pricing Level I (as set forth below) and shall remain at Pricing Level 4I (as set forth below) until the Calculation Date with respect to the fiscal quarter ending June 30, 2002 and thereafter shall be determined by reference to the Total Leverage Ratio as of the last day of the most recently ended fiscal quarter of the Borrower preceding the applicable Calculation Date and (b) if the Borrower fails to provide the Officer's Compliance Certificate as required by Section 8.2 for the most recently ended fiscal quarter of the Borrower preceding the applicable Calculation Date, the Applicable Margin from such Calculation Date shall be based on Pricing Level I (as shown below) until such time as an appropriate Officer's Compliance Certificate is provided, at which time the Pricing Level shall be determined by reference to the Total Leverage Ratio as of the last day of the most recently ended fiscal quarter of the Borrower preceding such Calculation Date. The Applicable Margin shall not be adjusted based upon such ratio, if at all, effective from one Calculation Date until the first (1st) day of the first (1st) month following the delivery by Borrower to the Agent of the Compliance Certificate after the end of a calendar quarternext Calculation Date. 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 Loans shall be at Pricing Level 5 until such failure is cured within any applicable cure period, or waived Any adjustment in writing by the Required Lenders, 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. In the event that the Agent and the Borrower determine that any financial statements previously delivered were incorrect or inaccurate (regardless of whether this Agreement or the Commitments are in effect when such inaccuracy is discovered), and such inaccuracy, if corrected, would have led to the application of a higher Applicable Margin for any period (an “Applicable Period”) than the Applicable Margin applied for such Applicable Period, then (i) the Borrower shall as soon as practicable deliver to the Agent the corrected financial statements for such Applicable Period, (ii) the Applicable Margin shall be determined as if the Pricing applicable to all Advances then existing or subsequently made or issued. ------------------------------------------------------------------------------------------------------------------ LIBOR FOR BASE RATE FOR BASE RATE FOR TOTAL REVOLVING REVOLVING LIBOR FOR TERM LOAN PRICING LEVEL LEVERAGE RATIO CREDIT FACILITY CREDIT FACILITY TERM LOAN FACILITY FACILITY ------------- -------------- --------------- --------------- ------------------ -------- ------------------------------------------------------------------------------------------------------------------ Level for such higher Applicable Margin were applicable for such Applicable PeriodI Greater than 3.0 2.75% 1.50% 3.25% 2.00% to 1.0 ------------------------------------------------------------------------------------------------------------------ Level II Less than or 2.50% 1.25% 3.00% 1.75% equal to 3.0 to 1.0, and (iii) the Borrower shall within three (3) Business Days of demand thereof by the Agent pay but greater than 2.5 to the Agent the accrued additional amount owing as a result of such increased Applicable Margin for such Applicable Period, which payment shall be promptly applied by the Agent in accordance with this Agreement.1.0 ------------------------------------------------------------------------------------------------------------------ Level III Less than or 2.25% 1.00% 2.75% 1.50% equal to 2.5 to 1.0 ------------------------------------------------------------------------------------------------------------------
Appears in 1 contract
Samples: Credit Agreement (Veridian Corp)
Applicable Margin. On The applicable margin (the “Applicable Margin”) provided for in Section 5.1(a) with respect to: (i) any Initial Term Loan that is a LIBOR Rate Loan shall be 2.00%, (ii) any Initial Term Loan that is a Base Rate Loan shall be 1.00%, (iii) any Incremental Term Loan of any Series made after the date of the consummation of the Acquisition shall be as agreed upon at the time the Incremental Term Loan Commitments of such Series are established pursuant to Section 14.23 and (iv) any Revolving Credit Loan shall be based upon the table set forth below and shall be determined and adjusted quarterly on the date (each a “Calculation Date”) ten (10) Business Days after the date by which the Borrower is required to provide an Officer’s Compliance Certificate for the most recently ended Fiscal Quarter; provided, however, that (a) the initial Applicable Margin for the Revolving Credit Loans shall be based on Pricing Level IV (as shown below) and shall remain at Pricing Level IV until receipt by the Administrative Agent of the Officer’s Compliance Certificate for the Fiscal Quarter ending on or nearest to June 30, 2007 and, thereafter the Pricing Level shall be determined by reference to the Total Leverage Ratio as of the last day of the most recently ended Fiscal Quarter preceding the applicable Calculation Date, and (b) if the Borrower fails to provide the Officer’s Compliance Certificate as required by Section 8.2 for the most recently ended Fiscal Quarter preceding the applicable Calculation Date, the Applicable Margin for LIBOR Rate the Revolving Credit Loans and Base Rate from such Calculation Date shall be based on Pricing Level VI (as shown below) until such time as an appropriate Officer’s Compliance Certificate is provided, at which time (but with no retroactive effect) the Pricing Level shall be determined by reference to the Total Leverage Ratio as of the last day of the most recently ended Fiscal Quarter preceding such Calculation Date. The Applicable Margin for the Revolving Credit Loans shall be as set forth below based on effective from one Calculation Date until the ratio of next Calculation Date. Any adjustment in the Consolidated Total Indebtedness of REIT and its respective Subsidiaries Applicable Margin shall be applicable to the Gross Asset Value of REIT and its respective Subsidiaries: Pricing Level Ratio LIBOR Rate all Revolving Credit Loans Base Rate then existing or subsequently made or issued. Revolving Credit Loans Pricing Level 1 Less Total Leverage Ratio LIBOR Base Rate V Greater than or equal 5.00 to 35% 1.00 2.50 % 1.25 1.50 % Pricing Level 2 IV Greater than 35% 3.00 to 1.00, but less than or equal to 405.00 to 1.00 2.25 % 2.75 1.25 % 1.50 % Pricing Level 3 III Greater than 40% 2.50 to 1.00, but less than or equal to 453.00 to 1.00 2.00 % 3.00 1.00 % 1.75 % Pricing Level 4 II Greater than 45% 2.00 to 1.00, but less than or equal to 552.50 to 1.00 1.75 % 3.25 0.75 % I Less than or equal to 2.00 1.50 % Pricing Level Ratio LIBOR Rate Loans Base Rate Loans Pricing Level 5 Greater than 55% 3.50 % 2.25 % The initial Applicable Margin shall be at Pricing Level 4. The Applicable Margin shall not be adjusted based upon such ratio, if at all, until the first (1st) day of the first (1st) month following the delivery by Borrower to the Agent of the Compliance Certificate after the end of a calendar quarter. 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 Loans shall be at Pricing Level 5 until such failure is cured within any applicable cure period, or waived in writing by the Required Lenders, 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. In the event that the Agent and the Borrower determine that any financial statements previously delivered were incorrect or inaccurate (regardless of whether this Agreement or the Commitments are in effect when such inaccuracy is discovered), and such inaccuracy, if corrected, would have led to the application of a higher Applicable Margin for any period (an “Applicable Period”) than the Applicable Margin applied for such Applicable Period, then (i) the Borrower shall as soon as practicable deliver to the Agent the corrected financial statements for such Applicable Period, (ii) the Applicable Margin shall be determined as if the Pricing Level for such higher Applicable Margin were applicable for such Applicable Period, and (iii) the Borrower shall within three (3) Business Days of demand thereof by the Agent pay to the Agent the accrued additional amount owing as a result of such increased Applicable Margin for such Applicable Period, which payment shall be promptly applied by the Agent in accordance with this Agreement.0.50 %
Appears in 1 contract
Samples: Credit Agreement (Geo Group Inc)
Applicable Margin. On any date the The Applicable Margin provided for in Section 4.1(a) with respect to the Loans (the "Applicable Margin") shall be determined by reference to the Leverage Ratio in accordance with the following chart: Applicable Margin Per Annum Level Leverage Ratio LIBOR + Base Rate + ----- -------------- ------- ----------- I Greater than 2.25 to 1.00 2.00% .75% II Equal to or less than 1.75% .50% 2.25 to 1.00 but greater than 1.50 to 1.00 III Equal to or less than 1.50% .25% 1.50 to 1.00 The Applicable Margin on the Closing Date shall be 1.50% with respect to LIBOR Rate Loans and 0.25% with respect to Base Rate Loans shall be as set forth below based on Loans. Adjustments, if any, in the ratio of the Consolidated Total Indebtedness of REIT and its respective Subsidiaries to the Gross Asset Value of REIT and its respective Subsidiaries: Pricing Level Ratio LIBOR Rate Loans Base Rate Loans Pricing Level 1 Less than or equal to 35% 2.50 % 1.25 % Pricing Level 2 Greater than 35% but less than or equal to 40% 2.75 % 1.50 % Pricing Level 3 Greater than 40% but less than or equal to 45% 3.00 % 1.75 % Pricing Level 4 Greater than 45% but less than or equal to 55% 3.25 % 2.00 % Pricing Level Ratio LIBOR Rate Loans Base Rate Loans Pricing Level 5 Greater than 55% 3.50 % 2.25 % The initial Applicable Margin shall be at Pricing Level 4made by the Administrative Agent on the tenth (10th) Business Day (the "Adjustment Date") after receipt by the Administrative Agent of financial statements for the Borrower and its Subsidiaries delivered under Section 7.1(a) or (b), as applicable, and the accompanying Officer's Compliance Certificate setting forth the Leverage Ratio as of the most recent fiscal quarter end. The Administrative Agent agrees to give the Borrower and the Lenders notice of any adjustment in the Applicable Margin within two (2) Business Days of such adjustment; provided, that the Administrative Agent's failure to give such notice shall not result in any liability to the Administrative Agent or in any way affect the validity of any such adjustment. In the event the Borrower fails to deliver such financial statements and certificate within the time required by Sections 7.1(a) and 7.2 hereof, the Applicable Margin shall be the highest Applicable Margin set forth above until the delivery of such financial statements and certificate unless at such time the outstanding principal balance of any Loans are bearing interest at the "default rate" set forth in Section 4.1(d) below, in which case the Applicable Margin shall not be adjusted based upon such ratio, if at all, until the first (1st) day of the first (1st) month following the delivery by Borrower increased pursuant to the Agent of the Compliance Certificate after the end of a calendar quarter. 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 Loans shall be at Pricing Level 5 until such failure is cured within any applicable cure period, or waived in writing by the Required Lenders, 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. In the event that the Agent and the Borrower determine that any financial statements previously delivered were incorrect or inaccurate (regardless of whether this Agreement or the Commitments are in effect when such inaccuracy is discovered), and such inaccuracy, if corrected, would have led to the application of a higher Applicable Margin for any period (an “Applicable Period”) than the Applicable Margin applied for such Applicable Period, then (i) the Borrower shall as soon as practicable deliver to the Agent the corrected financial statements for such Applicable Period, (ii) the Applicable Margin shall be determined as if the Pricing Level for such higher Applicable Margin were applicable for such Applicable Period, and (iii) the Borrower shall within three (3) Business Days of demand thereof by the Agent pay to the Agent the accrued additional amount owing as a result of such increased Applicable Margin for such Applicable Period, which payment shall be promptly applied by the Agent in accordance with this Agreementsentence.
Appears in 1 contract
Applicable Margin. On any date the The Applicable Margin provided for LIBOR Rate Loans and Base Rate Loans in Section 5.1(a) with respect to any Loan (the "Applicable Margin") shall be as based upon the table set forth below based and shall be determined and adjusted quarterly on the ratio date (each a "Calculation Date") ten (10) Business Days after the earlier of (i) the date on which Borrower provides or (ii) the date on which the Borrower is required to provide, an Officer's Compliance Certificate for the most recently ended Fiscal Quarter of the Consolidated Total Indebtedness of REIT and its respective Subsidiaries to Borrower; provided, however, that (A) the Gross Asset Value of REIT and its respective Subsidiaries: Pricing Level Ratio LIBOR Rate Loans Base Rate Loans Pricing Level 1 Less than or equal to 35% 2.50 % 1.25 % Pricing Level 2 Greater than 35% but less than or equal to 40% 2.75 % 1.50 % Pricing Level 3 Greater than 40% but less than or equal to 45% 3.00 % 1.75 % Pricing Level 4 Greater than 45% but less than or equal to 55% 3.25 % 2.00 % Pricing Level Ratio LIBOR Rate Loans Base Rate Loans Pricing Level 5 Greater than 55% 3.50 % 2.25 % The initial Applicable Margin shall be based on Pricing Level III (as shown below) and shall remain at Pricing Level 4. The Applicable Margin shall not be adjusted based upon such ratio, if at all, III until the first (1st) Calculation Date occurring after the Closing Date and, thereafter the Pricing Level shall be determined by reference to the Senior Secured Leverage Ratio as of the last day of the first (1st) month following the delivery by Borrower to the Agent most recently ended Fiscal Quarter of the Borrower preceding the applicable Calculation Date, and (B) if the Borrower fails to provide the Officer's Compliance Certificate after the end of a calendar quarter. In the event that Borrower shall fail to deliver to the Agent a quarterly Compliance Certificate on or before the date as required by §7.4(c), then without limiting any other rights Section 8.2 for the most recently ended Fiscal Quarter of the Agent and Borrower preceding the Lenders under this Agreementapplicable Calculation Date, the Applicable Margin for Loans from such Calculation Date shall be at based on Pricing Level 5 I (as shown below) until such failure time as an appropriate Officer's Compliance Certificate is cured within any applicable cure periodprovided, or waived in writing at which time the Pricing Level shall be determined by reference to the Required Lenders, in which event Senior Secured Leverage Ratio as of the Applicable Margin shall adjust, if necessary, on the first (1st) last day of the first (1st) month following receipt most recently ended Fiscal Quarter of such Compliance Certificate. In the event that the Agent and the Borrower determine that any financial statements previously delivered were incorrect or inaccurate preceding such Calculation Date. Subject to Sections 5.1(c)(ii)(A) and (regardless of whether this Agreement or B) in the Commitments are in effect when such inaccuracy is discovered)preceding sentence, and such inaccuracy, if corrected, would have led to the application of a higher Applicable Margin for any period (an “Applicable Period”) than the Applicable Margin applied for such Applicable Period, then (i) the Borrower shall as soon as practicable deliver to the Agent the corrected financial statements for such Applicable Period, (ii) the Applicable Margin shall be determined as if effective from one Calculation Date until the Pricing Level for such higher next Calculation Date. Any adjustment in the Applicable Margin were applicable for such Applicable Period, and (iii) the Borrower shall within three (3) Business Days of demand thereof by the Agent pay to the Agent the accrued additional amount owing as a result of such increased Applicable Margin for such Applicable Period, which payment shall be promptly applied by the Agent in accordance with this Agreement.applicable to all Extensions of Credit then existing or subsequently made or issued. Pricing Grid Senior Secured Level Leverage Ratio Applicable Base Rate Margin Applicable LIBOR Rate Margin ------------ ----------------------- --------------------------- ---------------------------- I Greater than or equal 1.00% 2.25% to 1.75 to 1.00 ----------------------------------------------------------------------------------------------- II Greater than or equal 0.75% 2.00% to 1.25 to 1.00 but less than 1.75 to 1.00 ----------------------------------------------------------------------------------------------- III Greater than or equal 0.50% 1.75% to 0.75 to 1.00 but less than 1.25 to 1.00 ----------------------------------------------------------------------------------------------- IV Less than 0.75 to 1.00 0.00% 1.25% -----------------------------------------------------------------------------------------------
Appears in 1 contract
Samples: Credit Agreement (O Charleys Inc)
Applicable Margin. On any date the The Applicable Margin for LIBOR Rate Loans and Base Rate Loans with respect to the First Incremental Term Loan shall be the corresponding percentages per annum as set forth below based on the ratio of the Consolidated Total Indebtedness of REIT and its respective Subsidiaries to the Gross Asset Value of REIT and its respective SubsidiariesNet Leverage Ratio: Pricing Level Net Leverage Ratio LIBOR Rate Loans Base Rate Loans Pricing Level 1 Less than or equal to 35+ Term SOFR/Daily SOFR + I > 3.50: 1.00 1.500% 2.50 2.500% 1.25 II > 3.00:1.00 but < 3.50:1.00 1.125% Pricing Level 2 Greater than 352.125% CHAR1\0000000x0 III > 2.50:1.00 but less than or equal to 40< 3.00:1.00 0.875% 2.75 1.875% 1.50 IV > 1.75:1.00 but < 2.50:1.00 0.625% Pricing Level 3 Greater than 401.625% V > 1.25:1.00 but less than or equal to 45< 1.75:1.00 0.500% 3.00 1.500% 1.75 VI < 1.25:1.00 0.375% Pricing Level 4 Greater than 45% but less than or equal to 55% 3.25 % 2.00 % Pricing Level Ratio LIBOR Rate Loans Base Rate Loans Pricing Level 5 Greater than 55% 3.50 % 2.25 1.375% The initial Applicable Margin shall be at Pricing Level 4. The Applicable Margin shall not be determined and adjusted based upon such ratio, if at all, until the first (1st) day of the first (1st) month following the delivery by Borrower to the Agent of the Compliance Certificate after the end of a calendar quarter. 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 Loans shall be at Pricing Level 5 until such failure is cured within any applicable cure period, or waived in writing by the Required Lenders, in which event the Applicable Margin shall adjust, if necessary, on the first Business Day (1steach a “Calculation Date”) day immediately following the date by which the Borrower provides an Officer’s Compliance Certificate pursuant to Section 7.2 of the first Credit Agreement for the most recently ended fiscal quarter of the Borrower; provided, however, that (1st) month following receipt of such Compliance Certificate. In the event that the Agent and the Borrower determine that any financial statements previously delivered were incorrect or inaccurate (regardless of whether this Agreement or the Commitments are in effect when such inaccuracy is discovered), and such inaccuracy, if corrected, would have led to the application of a higher Applicable Margin for any period (an “Applicable Period”) than the Applicable Margin applied for such Applicable Period, then (i) the Borrower shall as soon as practicable deliver to the Agent the corrected financial statements for such Applicable Period, (iia) the Applicable Margin shall be determined as if based on Pricing Level I until the first Calculation Date following receipt of the Officer’s Compliance Certificate for the fiscal quarter ended March 31, 2022 and, thereafter the Pricing Level for such higher Applicable Margin were shall be determined by reference to the Net Leverage Ratio as of the last day of the most recently ended fiscal quarter of the Borrower preceding the applicable for such Applicable PeriodCalculation Date, and (iiib) if the Borrower fails to provide the Officer’s Compliance Certificate within five (5) days of the date for delivery required by Section 7.2 of the Credit Agreement for the most recently ended fiscal quarter of the Borrower preceding the applicable Calculation Date, then, upon the request of the Required Lenders, the Applicable Margin from such Calculation Date shall within three (3) Business Days of demand thereof be based on Pricing Level I until such time as an appropriate Officer’s Compliance Certificate is provided, at which time the Pricing Level shall be determined by the Agent pay reference to the Agent Net Leverage Ratio as of the accrued additional amount owing as a result last day of the most recently ended fiscal quarter of the Borrower preceding such increased Calculation Date. The Applicable Margin for such Applicable Period, which payment shall be promptly applied by effective from one Calculation Date until the Agent next Calculation Date. Any adjustment in accordance with this Agreementthe Applicable Margin shall be applicable to all Extensions of Credit then existing or subsequently made or issued.
Appears in 1 contract
Samples: First Incremental Term Loan Agreement (Blackbaud Inc)
Applicable Margin. On any date the The Applicable Margin provided for LIBOR Rate Loans and Base Rate Loans in Section 4.1(a) with respect to any Loan (the “Applicable Margin”) shall be as based upon the table set forth below based and shall be determined and adjusted quarterly on the ratio date (each a “Calculation Date”) ten (10) Business Days after the date by which the Borrowers are required to provide an Officer’s Compliance Certificate for the most recently ended fiscal quarter of the Consolidated Total Indebtedness of REIT and its respective Subsidiaries to Borrowers; provided, however, that (a) the Gross Asset Value of REIT and its respective Subsidiaries: Pricing Level Ratio LIBOR Rate Loans Base Rate Loans Pricing Level 1 Less than or equal to 35% 2.50 % 1.25 % Pricing Level 2 Greater than 35% but less than or equal to 40% 2.75 % 1.50 % Pricing Level 3 Greater than 40% but less than or equal to 45% 3.00 % 1.75 % Pricing Level 4 Greater than 45% but less than or equal to 55% 3.25 % 2.00 % Pricing Level Ratio LIBOR Rate Loans Base Rate Loans Pricing Level 5 Greater than 55% 3.50 % 2.25 % The initial Applicable Margin shall be based on Pricing Level IV (as shown below) and shall remain at Pricing Level 4IV until the first Calculation Date occurring after the Closing Date and, thereafter the Pricing Level shall be determined by reference to the Leverage Ratio as of the last day of the most recently ended fiscal quarter of the Borrowers preceding the applicable Calculation Date, and (b) if the Borrowers fail to provide the Officer’s Compliance Certificate as required by Section 7.2 for the most recently ended fiscal quarter of the Borrowers preceding the applicable Calculation Date, the Applicable Margin from such Calculation Date shall be based on Pricing Level I (as shown below) until such time as an appropriate Officer’s Compliance Certificate is provided, at which time the Pricing Level shall be determined by reference to the Leverage Ratio as of the last day of the most recently ended fiscal quarter of the Borrowers preceding such Calculation Date. The Applicable Margin shall not be adjusted based upon such ratio, if at all, effective from one Calculation Date until the first (1st) day of the first (1st) month following the delivery by Borrower to the Agent of the Compliance Certificate after the end of a calendar quarternext Calculation Date. 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 Loans shall be at Pricing Level 5 until such failure is cured within any applicable cure period, or waived Any adjustment in writing by the Required Lenders, 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. In the event that the Agent and the Borrower determine that any financial statements previously delivered were incorrect or inaccurate (regardless of whether this Agreement or the Commitments are in effect when such inaccuracy is discovered), and such inaccuracy, if corrected, would have led to the application of a higher Applicable Margin for any period (an “Applicable Period”) than the Applicable Margin applied for such Applicable Period, then (i) the Borrower shall as soon as practicable deliver to the Agent the corrected financial statements for such Applicable Period, (ii) the Applicable Margin shall be determined as if the applicable to all Extensions of Credit then existing or subsequently made or Issued. Pricing Level for such higher Applicable Margin were applicable for such Applicable PeriodLeverage Ratio LIBOR Base Rate I Greater than or equal to 3.25 to 1.00 1.75 % 0.75 % II Greater than or equal to 2.75 to 1.00, and (iii) the Borrower shall within three (3) Business Days of demand thereof by the Agent pay but less than 3.25 to the Agent the accrued additional amount owing as a result of such increased Applicable Margin for such Applicable Period1.00 1.50 % 0.50 % III Greater than or equal to 2.25 to 1.00, which payment shall be promptly applied by the Agent in accordance with this Agreement.but less than 2.75 to 1.00 1.25 % 0.25 % IV Greater than or equal to 1.75 to 1.00, but less than 2.25 to 1.00 1.125 % 0.125 % V Greater than or equal to 1.25 to 1.00 but less than 1.75 to 1.00 1.00 % 0.00 % VI Less than 1.25 to 1.00 0.875 % 0.0 %
Appears in 1 contract
Samples: Credit Agreement (Belk Inc)
Applicable Margin. On The Applicable Margin provided for in Section 4.1(a) with respect to any Loan (the “Applicable Margin”) shall be based upon the table set forth below and shall be determined and adjusted quarterly on the date (each a “Calculation Date”) ten (10) Business Days after the date by which the Borrower provides an Officer’s Compliance Certificate for the most recently ended fiscal quarter of the Borrower; provided, however, that (a) the initial Applicable Margin shall be based on Pricing Level IV (as shown below) and shall remain at Pricing Level IV until the first Calculation Date occurring after the Closing Date and, thereafter the Pricing Level shall be determined by reference to the Leverage Ratio (as calculated pursuant to the formula set forth in Section 9.1) as of the last day of the most recently ended fiscal quarter of the Borrower preceding the applicable Calculation Date, and (b) if the Borrower fails to provide the Officer’s Compliance Certificate as required by Section 7.2 for the most recently ended fiscal quarter of the Borrower preceding the applicable Calculation Date, the Applicable Margin for LIBOR Rate Loans and Base Rate Loans from such Calculation Date shall be as set forth below based on Pricing Level I (as shown below) until such time as an appropriate Officer’s Compliance Certificate is provided, at which time the ratio Pricing Level shall be determined by reference to the Leverage Ratio as of the Consolidated Total Indebtedness last day of REIT and its respective Subsidiaries the most recently ended fiscal quarter of the Borrower preceding such Calculation Date. The Applicable Margin shall be effective from one Calculation Date until the next Calculation Date. Any adjustment in the Applicable Margin shall be applicable to the Gross Asset Value all Extensions of REIT and its respective Subsidiaries: Credit then existing or subsequently made or issued. Pricing Level Leverage Ratio LIBOR Rate Loans Applicable Margin Base Rate Loans Pricing Level 1 Less than or equal to 35% 2.50 % 1.25 % Pricing Level 2 Applicable Margin I Greater than 352.00 to 1.00 1.85% 1.00% II Greater than 1.50 to 1.00 but less than or equal to 402.00 to 1.00 1.60% 2.75 0.75% 1.50 % Pricing Level 3 III Greater than 40% 1.00 to 1.00 but less than or equal to 451.50 to 1.00 1.35% 3.00 0.50% 1.75 % Pricing Level 4 Greater than 45% but less IV Less than or equal to 551.00 to 1.00 1.10% 3.25 % 2.00 % Pricing Level Ratio LIBOR Rate Loans Base Rate Loans Pricing Level 5 Greater than 55% 3.50 % 2.25 % The initial Applicable Margin shall be at Pricing Level 4. The Applicable Margin shall not be adjusted based upon such ratio, if at all, until the first (1st) day of the first (1st) month following the delivery by Borrower to the Agent of the Compliance Certificate after the end of a calendar quarter. 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 Loans shall be at Pricing Level 5 until such failure is cured within any applicable cure period, or waived in writing by the Required Lenders, 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. In the event that the Agent and the Borrower determine that any financial statements previously delivered were incorrect or inaccurate (regardless of whether this Agreement or the Commitments are in effect when such inaccuracy is discovered), and such inaccuracy, if corrected, would have led to the application of a higher Applicable Margin for any period (an “Applicable Period”) than the Applicable Margin applied for such Applicable Period, then (i) the Borrower shall as soon as practicable deliver to the Agent the corrected financial statements for such Applicable Period, (ii) the Applicable Margin shall be determined as if the Pricing Level for such higher Applicable Margin were applicable for such Applicable Period, and (iii) the Borrower shall within three (3) Business Days of demand thereof by the Agent pay to the Agent the accrued additional amount owing as a result of such increased Applicable Margin for such Applicable Period, which payment shall be promptly applied by the Agent in accordance with this Agreement.0.25%
Appears in 1 contract
Applicable Margin. On any date Commencing on the Applicable Margin first day of the month following Agent’s receipt of financial statements for the Fiscal Year ending February 1, 2020, the following pricing grid shall determine the applicable margin for Loans consisting of each of LIBOR Rate Loans and Base Rate Loans shall be (as set forth below based on applicable, the ratio of the Consolidated Total Indebtedness of REIT and its respective Subsidiaries to the Gross Asset Value of REIT and its respective Subsidiaries: “Applicable Margin”): Pricing Grid Level Fixed Charge Coverage Ratio Average Excess Availability Applicable Margin for LIBOR Rate Loans Applicable Margin for Base Rate Loans Pricing Level 1 Less than or equal to 35I ≥ 1.20:1.00 and ≥ 12.5% 2.50 of then-existing Borrowing Base 4.00% 1.25 3.00% Pricing Level 2 Greater than 35II ≥ 1.05:1.00 but < 1.20:1.00 and ≥ 10% but less than or equal to 40of then-existing Borrowing Base 4.25% 2.75 3.25% 1.50 III < 1.05:1.00 4.50% Pricing Level 3 Greater than 40% but less than or equal to 45% 3.00 % 1.75 % Pricing Level 4 Greater than 45% but less than or equal to 55% 3.25 % 2.00 % Pricing Level Ratio LIBOR Rate Loans Base Rate Loans Pricing Level 5 Greater than 55% 3.50 % 2.25 3.50% The initial Fixed Charge Coverage Ratio referred to in the pricing grid above shall be determined on a rolling twelve-month basis as of the then most-recently ended month for which Agent has received financial statements. The calculation of Fixed Charge Coverage Ratio shall be to Agent’s satisfaction from the financial statements Borrower have delivered to Agent for the most recent month then ended. Notwithstanding the foregoing, (a) if Borrower fails to deliver the financial statements and the related compliance certificate necessary to determine the Fixed Charge Coverage Ratio by the respective date required under the Loan Agreement with respect to any month, the Applicable Margin shall be at Pricing the rates corresponding to the pricing set forth in “Level 4. The Applicable Margin shall not be adjusted based upon such ratio, if at all, until the first (1st) day 3” of the first (1st) month following the delivery by Borrower to the Agent of the Compliance Certificate after the end of a calendar quarter. 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 Loans shall be at Pricing Level 5 pricing grid above until such failure is cured within any applicable cure periodfinancial statements and compliance certificate are delivered, or waived in writing by the Required Lenders, in which event and (b) no reduction to the Applicable Margin shall adjustbecome effective at any time when an Event of Default has occurred and is continuing. If, if necessary, on as a result of any restatement of or other adjustment to the first (1st) day financial statements of the first Loan Parties or for any other reason, Agent determines that (1sta) month following receipt the Fixed Charge Coverage Ratio as calculated by Borrowers as of such Compliance Certificate. In any applicable date was inaccurate and (b) a proper calculation of the event that the Agent and the Borrower determine that any financial statements previously delivered were incorrect or inaccurate (regardless of whether this Agreement or the Commitments are in effect when such inaccuracy is discovered), and such inaccuracy, if corrected, Fixed Charge Coverage Ratio would have led to the application of a higher Applicable Margin resulted in different pricing for any period (an “Applicable Period”) than the Applicable Margin applied for such Applicable Periodperiod, then (i) if the proper calculation of the Fixed Charge Coverage Ratio would have resulted in higher pricing for such period, Borrower shall as soon as practicable deliver automatically and retroactively be obligated to pay to Agent, promptly on demand by Agent, an amount equal to the Agent excess of the corrected financial statements amount of interest and fees that should have been paid for such Applicable Period, period over the amount of interest and fees actually paid for such period; and (ii) the Applicable Margin shall be determined as if the Pricing Level proper calculation of the Fixed Charge Coverage Ratio would have resulted in lower pricing for such higher Applicable Margin were applicable for period, Agent shall have no obligation to repay any interest or fees to Borrowers but shall apply any such Applicable Periodoverpayment to any Early Payment/Termination Premium subsequently owing to Agent (if any); provided that if, and (iii) the Borrower shall within three (3) Business Days of demand thereof by the Agent pay to the Agent the accrued additional amount owing as a result of any restatement or other event a proper calculation of the Fixed Charge Coverage Ratio would have resulted in higher pricing for one or more periods and lower pricing for one or more other periods (due to the shifting of income or expenses from one period to another period or any similar reason), then the amount payable by Borrowers pursuant to clause (i) above shall be based upon the excess, if any, of the amount of interest and fees that should have been paid for all applicable periods over the amount of interest and fees paid for all such increased Applicable Margin periods. Average Excess Availability referred to in the pricing grid above shall mean average Excess Availability for the most-recently ended month as determined by reference to the weekly Borrowing Base Certificates submitted to (and validated by) Agent for such Applicable Period, which payment shall be promptly applied by the Agent in accordance with this Agreement.month. Annex II
Appears in 1 contract
Samples: Loan and Security Agreement (Kaspien Holdings Inc.)
Applicable Margin. On any date the The Applicable Margin provided for LIBOR Rate Loans in Section 5.1(a) with respect to any Loan and Base Rate Loans in Section 2.5(d) with respect to any Acceptance Fee applicable to any Canadian BA Borrowing (the “Applicable Margin”) shall be as based upon the table set forth below based and shall be determined and adjusted quarterly on the ratio date (each a “Calculation Date”) ten (10) Business Days after the date by which the Domestic Borrower, on behalf of itself and the Canadian Borrower, is required to provide an Officer’s Compliance Certificate for the most recently ended fiscal quarter of the Consolidated Total Indebtedness of REIT and its respective Subsidiaries to Domestic Borrower; provided, however, that (a) the Gross Asset Value of REIT and its respective Subsidiaries: Pricing Level Ratio LIBOR Rate Loans Base Rate Loans Pricing Level 1 Less than or equal to 35% 2.50 % 1.25 % Pricing Level 2 Greater than 35% but less than or equal to 40% 2.75 % 1.50 % Pricing Level 3 Greater than 40% but less than or equal to 45% 3.00 % 1.75 % Pricing Level 4 Greater than 45% but less than or equal to 55% 3.25 % 2.00 % Pricing Level Ratio LIBOR Rate Loans Base Rate Loans Pricing Level 5 Greater than 55% 3.50 % 2.25 % The initial 40 Applicable Margin shall be based on Pricing Level III (as shown below) and shall remain at Pricing Level 4III until the first Calculation Date occurring after the fiscal quarter ending September 30, 2005 and, thereafter the Pricing Level shall be determined by reference to the Leverage Ratio as of the last day of the most recently ended fiscal quarter of the Domestic Borrower preceding the applicable Calculation Date, and (b) if the Domestic Borrower, on behalf of itself and the Canadian Borrower, fails to provide the Officer’s Compliance Certificate as required by Section 8.2 for the most recently ended fiscal quarter of the Domestic Borrower preceding the applicable Calculation Date, the Applicable Margin from such Calculation Date shall be based on Pricing Level VI (as shown below) until such time as an appropriate Officer’s Compliance Certificate is provided, at which time the Pricing Level shall be determined by reference to the Leverage Ratio as of the last day of the most recently ended fiscal quarter of the Domestic Borrower preceding such Calculation Date. The Applicable Margin shall not be adjusted based upon such ratio, if at all, effective from one Calculation Date until the first (1st) day of the first (1st) month following the delivery by Borrower to the Agent of the Compliance Certificate after the end of a calendar quarternext Calculation Date. 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 Loans shall be at Pricing Level 5 until such failure is cured within any applicable cure period, or waived Any adjustment in writing by the Required Lenders, 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. In the event that the Agent and the Borrower determine that any financial statements previously delivered were incorrect or inaccurate (regardless of whether this Agreement or the Commitments are in effect when such inaccuracy is discovered), and such inaccuracy, if corrected, would have led to the application of a higher Applicable Margin for any period (an “Applicable Period”) than the Applicable Margin applied for such Applicable Period, then (i) the Borrower shall as soon as practicable deliver to the Agent the corrected financial statements for such Applicable Period, (ii) the Applicable Margin shall be determined as if the applicable to all Extensions of Credit then existing or subsequently made or issued. Applicable Margin Eurocurrency Rate and Base Rate and Acceptance Canadian Base Pricing Level for such higher Applicable Margin were applicable for such Applicable Period, and (iii) the Borrower shall within three (3) Business Days of demand thereof by the Agent pay Leverage Ratio Fee Rate I Less than 1.25 to the Agent the accrued additional amount owing as a result of such increased Applicable Margin for such Applicable Period, which payment shall be promptly applied by the Agent in accordance with this Agreement.1.00 0.55 % 0.00 % II Greater than or equal to 1.25 to 1.00 but less than 2.00 to 1.00 0.75 % 0.00 % III Greater than or equal to 2.00 to 1.00 but less than 2.50 to 1.00 0.875 % 0.00 % IV Greater than or equal to 2.50 to 1.00 but less than 3.00 to 1.00 1.00 % 0.00 % V Greater than or equal to 3.00 to 1.00 but less than 3.25 to 1.00 1.25 % 0.00 % VI Greater than or equal to 3.25 to 1.00 1.50 % 0.25 %
Appears in 1 contract
Samples: Credit Agreement (G&k Services Inc)
Applicable Margin. On The Applicable Margin provided for in Section 6.1(a) with respect to any Loan (the “Applicable Margin”) shall be based upon the table set forth below and shall be determined by reference to Average Excess Availability as of the last day of the most recently ended month preceding the applicable Calculation Date and adjusted monthly, commencing on November 1, 2011, on the date (each, a “Calculation Date”) that is the first day of the first month after the earlier of (i) the date on which the Credit Parties provide, or (ii) the date on which the Credit Parties are required to provide, the reports and other information required to be provided for each month pursuant to Section 9.4(b); provided, however, that if the Credit Parties fail to provide the reports and other information as required by Section 9.4(b) for the most recently ended month preceding the applicable Calculation Date, the Applicable Margin for from such Calculation Date shall be based on Pricing Level I (as shown below) until such time as such reports and other information is provided as required by Section 9.4(b), at which time the Applicable Margin shall be determined by reference to Average Excess Availability as of the last day of the most recently ended month preceding such Calculation Date. The Applicable Margin shall be effective from one Calculation Date until the next Calculation Date. Automatically upon the occurrence and during the continuance of any Event of Default under Section 13.1(a), (b), (j) or (k), and at the election of the Required Lenders upon the occurrence and during the continuance of any other Event of Default, the Applicable Margin shall be based on Pricing Level I. Any adjustment in the Applicable Margin shall be applicable to all Extensions of Credit then existing or subsequently made or issued. Revolving Credit Facility Pricing Level Average Excess Availability LIBOR Rate Loans and Base Rate Loans shall be as set forth below based on the ratio of the Consolidated Total Indebtedness of REIT and its respective Subsidiaries to the Gross Asset Value of REIT and its respective Subsidiaries: Pricing Level Ratio LIBOR Rate Loans Base Rate Loans Pricing Level 1 I Less than $25,000,000 2.00 % 0.50 % II Greater than or equal to 35% 2.50 % 1.25 % Pricing Level 2 Greater than 35% $25,000,000 but less than or equal to 40$50,000,000 1.75 % 2.75 0.25 % III Greater than $50,000,000 1.50 % Pricing Level 3 Greater than 400.00 % but less than or equal to 45% 3.00 % 1.75 % Pricing Level 4 Greater than 45% but less than or equal to 55% 3.25 % 2.00 % Pricing Level Ratio LIBOR Rate Loans Base Rate Loans Pricing Level 5 Greater than 55% 3.50 % 2.25 % The initial Applicable Margin shall be at Pricing Level 4. The Applicable Margin shall not be adjusted based upon such ratioNotwithstanding the foregoing, if at all, until the first (1st) day of the first (1st) month following the delivery by Borrower to the Agent of the Compliance Certificate after the end of a calendar quarter. 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 Loans shall be at Pricing Level 5 until such failure is cured within any applicable cure period, or waived in writing by the Required Lendershowever, 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. In the event that the Agent and the Borrower determine that any financial statements previously information regarding Average Excess Availability delivered were incorrect or inaccurate (regardless of whether pursuant to this Agreement or the Commitments are in effect when such inaccuracy is discovered)shown to be inaccurate, and such inaccuracy, if corrected, would have led to the application of a higher Applicable Margin Margins for any period (an a “Applicable Margin Rate Period”) than the Applicable Margin Margins actually applied for such Applicable Margin Rate Period, then (ia) the Borrower Parent shall as soon as practicable immediately deliver to the Administrative Agent a certificate calculating the corrected financial statements correct Average Excess Availability for such Applicable Margin Rate Period, (iib) the Applicable Margin Margins shall be determined as if the Pricing Level for such higher correct Applicable Margin Margins (as shown above) were applicable for such Applicable Margin Rate Period, and (iiic) the Borrower Borrowers shall within three (3) Business Days of demand thereof by the Agent pay immediately deliver to the Administrative Agent full payment in respect of the accrued additional amount owing interest on the Obligations as a result of such increased Applicable Margin Margins for such Applicable Margin Rate Period, which payment shall be promptly applied by the Administrative Agent in accordance with this Agreementto the affected Obligations.
Appears in 1 contract
Samples: Credit Agreement (La-Z-Boy Inc)
Applicable Margin. On any date the Applicable Margin for LIBOR Rate Loans and Base Rate Loans shall be as set forth below based on the ratio of the Consolidated Total Indebtedness of REIT Parent Company and its respective Subsidiaries to the Gross Asset Value of REIT Parent Company and its respective Subsidiaries: Pricing Level Ratio of Consolidated Total Indebtedness to Gross Asset Value LIBOR Rate Loans Base Rate Loans Pricing Level 1 Less than or equal to 3540% 2.50 4.00 % 1.25 3.00 % Pricing Level 2 Greater than 35% but less than or equal to 40% 2.75 % 1.50 % Pricing Level 3 Greater than 40% but less than or equal to 4550% 3.00 4.25 % 1.75 3.25 % Pricing Level 4 3 Greater than 4550% but less than or equal to 55% 3.25 % 2.00 % Pricing Level Ratio LIBOR Rate Loans Base Rate Loans Pricing Level 5 Greater than 554.50 % 3.50 % 2.25 % The initial Applicable Margin shall be at Pricing Level 42. The Applicable Margin shall not be adjusted based upon such ratio, if at all, until the first (1st) day of the first (1st) month following the delivery by Borrower Parent Company to the Agent of the Compliance Certificate after the end of a calendar quarter. In the event that Borrower Parent Company 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 3 until such failure is cured within any applicable cure period, or waived in writing by the Required Lenders, 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. During the period from and including March 31, 2014 to but excluding December 31, 2015, the percentages at each Pricing Level set forth above shall decrease by 0.25%. On and after December 31, 2015, the percentages at each Pricing Level set forth above shall decrease by 0.50%. In the event that the Agent and the Borrower Borrowers determine that any financial statements previously delivered were incorrect or inaccurate (regardless of whether this Agreement or the Revolving Credit Commitments are in effect when such inaccuracy is discovered), and such inaccuracy, if corrected, would have led to the application of a higher Applicable Margin for any period (an “Applicable Period”) than the Applicable Margin applied for such Applicable Period, then (i) the Borrower Borrowers shall as soon as practicable deliver to the Agent the corrected financial statements for such Applicable Period, (ii) the Applicable Margin shall be determined as if the Pricing Level for such higher Applicable Margin were applicable for such Applicable Period, and (iii) the Borrower Borrowers shall within three (3) Business Days of demand thereof by the Agent pay to the Agent the accrued additional amount owing as a result of such increased Applicable Margin for such Applicable Period, which payment shall be promptly applied by the Agent in accordance with this Agreement.
Appears in 1 contract
Applicable Margin. On any date the The Applicable Margin provided for LIBOR Rate Loans and Base Rate Loans in Section 5.1(a) with respect to any Loan (the “Applicable Margin”) shall be as based upon the table set forth below based and shall be determined and adjusted quarterly on the ratio date (each a “Calculation Date”) ten (10) Business Days after the earlier of (i) the date on which Borrower provides or (ii) the date on which the Borrower is required to provide, an Officer’s Compliance Certificate for the most recently ended Fiscal Quarter of the Consolidated Total Indebtedness of REIT and its respective Subsidiaries to Borrower; provided, however, that (A) the Gross Asset Value of REIT and its respective Subsidiaries: Pricing Level Ratio LIBOR Rate Loans Base Rate Loans Pricing Level 1 Less than or equal to 35% 2.50 % 1.25 % Pricing Level 2 Greater than 35% but less than or equal to 40% 2.75 % 1.50 % Pricing Level 3 Greater than 40% but less than or equal to 45% 3.00 % 1.75 % Pricing Level 4 Greater than 45% but less than or equal to 55% 3.25 % 2.00 % Pricing Level Ratio LIBOR Rate Loans Base Rate Loans Pricing Level 5 Greater than 55% 3.50 % 2.25 % The initial Applicable Margin shall be based on Pricing Level IV (as shown below) and shall remain at Pricing Level 4. The Applicable Margin shall not be adjusted based upon such ratio, if at all, IV until the first (1st) Calculation Date occurring after the Closing Date and, thereafter the Pricing Level shall be determined by reference to the Adjusted Debt to EBITDAR Ratio as of the last day of the first (1st) month following the delivery by Borrower to the Agent most recently ended Fiscal Quarter of the Borrower preceding the applicable Calculation Date, and (B) if the Borrower fails to provide the Officer’s Compliance Certificate after the end of a calendar quarter. In the event that Borrower shall fail to deliver to the Agent a quarterly Compliance Certificate on or before the date as required by §7.4(c), then without limiting any other rights Section 8.2 for the most recently ended Fiscal Quarter of the Agent and Borrower preceding the Lenders under this Agreementapplicable Calculation Date, the Applicable Margin for Loans from such Calculation Date shall be at based on Pricing Level 5 I (as shown below) until such failure time as an appropriate Officer’s Compliance Certificate is cured within any applicable cure periodprovided, or waived at which time the Pricing Level shall be determined by reference to the Adjusted Debt to EBITDAR Ratio as of the last day of the most recently ended Fiscal Quarter of the Borrower preceding such Calculation Date. Subject to Sections 5.1(c)(ii)(A) and (B) in writing by the Required Lenderspreceding sentence, in which event the Applicable Margin shall adjustbe effective from one Calculation Date until the next Calculation Date. Any adjustment in the Applicable Margin shall be applicable to all Extensions of Credit then existing or subsequently made or issued. Notwithstanding the foregoing, if necessary, on the first (1st) day of the first (1st) month following receipt of such Compliance Certificate. In in the event that the Agent and the Borrower determine that any financial statements previously statement or Officer’s Compliance Certificate delivered were incorrect pursuant to Section 8.1 or 8.2 is shown to be inaccurate (regardless of whether (i) this Agreement is in effect, (ii) the Revolving Credit Commitment is in effect, or the Commitments are in effect (iii) any Extension of Credit is outstanding when such inaccuracy is discovereddiscovered or such financial statement or Officer’s Compliance Certificate was delivered), and such inaccuracy, if corrected, would have led to the application of a higher Applicable Margin for any period (an “Applicable Period”) than the Applicable Margin applied for such Applicable Period, then (ix) the Borrower shall as soon as practicable promptly deliver to the Administrative Agent the a corrected financial statements Officer’s Compliance Certificate for such Applicable Period, (iiy) the Applicable Margin for such Applicable Period shall be determined as if the Pricing Level for such higher Applicable Margin Adjusted Debt to EBITDAR Ratio in the corrected Officer’s Compliance Certificate were applicable for such Applicable Period, and (iiiz) the Borrower shall within three (3) Business Days of demand thereof by the Agent promptly and retroactively be obligated to pay to the Administrative Agent the accrued additional amount interest and fees owing as a result of such increased Applicable Margin for such Applicable Period, which payment shall be promptly applied by the Administrative Agent in accordance with Section 5.4. Nothing in this paragraph shall limit the rights of the Administrative Agent and Lenders with respect to Sections 5.1(d) and 12.2 nor any of their other rights under this Agreement.. The Borrower’s obligations under this paragraph shall survive the termination of the Revolving Credit Commitment and the repayment of all other Obligations hereunder. Pricing Grid Adjusted Debt to Applicable Base Applicable LIBOR Level EBITDAR Ratio Rate Margin Rate Margin I Greater than or equal to 5.00 to 1.00 3.250 % 4.000 % II Greater than or equal to 4.50 to 1.00 but less than 5.00 to 1.00 3.000 % 3.750 % III Greater than or equal to 4.00 to 1.00 but less than 4.50 to 1.00 2.750 % 3.500 % IV Greater than or equal to 3.50 to 1.00 but less than 4.00 to 1.00 2.500 % 3.250 % V Less than 3.50 to 1.00 2.250 % 3.000 %
Appears in 1 contract
Samples: Credit Agreement (O Charleys Inc)
Applicable Margin. On any date the The Applicable Margin provided for in Section 4.1(a) with respect to the Loans (the "Applicable Margin") shall be determined by reference to the Leverage Ratio in accordance with the following chart: Applicable Margin Per Annum Level Leverage Ratio LIBOR + Base Rate + ----- -------------- --------------------------- I Greater than 2.25 to 1.00 2.50% 1.00% II Equal to or less than 2.25% .75% 2.25 to 1.00 but greater than 1.50 to 1.00 III Equal to or less than 2.00% .50% 1.50 to 1.00 The Applicable Margin on the Closing Date shall be 2.25% with respect to LIBOR Rate Loans and .75% with respect to Base Rate Loans shall be as set forth below based on Loans. Adjustments, if any, in the ratio of the Consolidated Total Indebtedness of REIT and its respective Subsidiaries to the Gross Asset Value of REIT and its respective Subsidiaries: Pricing Level Ratio LIBOR Rate Loans Base Rate Loans Pricing Level 1 Less than or equal to 35% 2.50 % 1.25 % Pricing Level 2 Greater than 35% but less than or equal to 40% 2.75 % 1.50 % Pricing Level 3 Greater than 40% but less than or equal to 45% 3.00 % 1.75 % Pricing Level 4 Greater than 45% but less than or equal to 55% 3.25 % 2.00 % Pricing Level Ratio LIBOR Rate Loans Base Rate Loans Pricing Level 5 Greater than 55% 3.50 % 2.25 % The initial Applicable Margin shall be at Pricing Level 4made by the Administrative Agent on the tenth (10th) Business Day (the "Adjustment Date") after receipt by the Administrative Agent of financial statements for the Borrower and its Subsidiaries delivered under Section 7.1(a) or (b), as applicable, and the accompanying Officer's Compliance Certificate setting forth the Leverage Ratio as of the most recent fiscal quarter end. The Administrative Agent agrees to give the Borrower and the Lenders notice of any adjustment in the Applicable Margin within two (2) Business Days of such adjustment; provided, that the Administrative Agent's failure to give such notice shall not result in any liability to the Administrative Agent or in any way affect the validity of any such adjustment. In the event the Borrower fails to deliver such financial statements and certificate within the time required by Sections 7.1(a) and 7.2 hereof, the Applicable Margin shall be the highest Applicable Margin set forth above until the delivery of such financial statements and certificate unless at such time the outstanding principal balance of any Loans are bearing interest at the "default rate" set forth in Section 4.1(d) below, in which case the Applicable Margin shall not be adjusted based upon such ratio, if at all, until the first (1st) day of the first (1st) month following the delivery by Borrower increased pursuant to the Agent of the Compliance Certificate after the end of a calendar quarter. 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 Loans shall be at Pricing Level 5 until such failure is cured within any applicable cure period, or waived in writing by the Required Lenders, 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. In the event that the Agent and the Borrower determine that any financial statements previously delivered were incorrect or inaccurate (regardless of whether this Agreement or the Commitments are in effect when such inaccuracy is discovered), and such inaccuracy, if corrected, would have led to the application of a higher Applicable Margin for any period (an “Applicable Period”) than the Applicable Margin applied for such Applicable Period, then (i) the Borrower shall as soon as practicable deliver to the Agent the corrected financial statements for such Applicable Period, (ii) the Applicable Margin shall be determined as if the Pricing Level for such higher Applicable Margin were applicable for such Applicable Period, and (iii) the Borrower shall within three (3) Business Days of demand thereof by the Agent pay to the Agent the accrued additional amount owing as a result of such increased Applicable Margin for such Applicable Period, which payment shall be promptly applied by the Agent in accordance with this Agreementsentence.
Appears in 1 contract
Samples: Credit Agreement (Insignia Financial Group Inc /De/)
Applicable Margin. On any date the The Applicable Margin provided for LIBOR Rate in Section 5.1(a) with respect to the Loans and Base Rate Loans (the "Applicable Margin") shall be based upon the Leverage Ratio as set forth in the table below based and shall be determined and adjusted quarterly on the ratio date (each a "Calculation Date") ten (10) Business Days after the date by which the Borrowers are required to provide an Officer's Compliance Certificate for the most recently ended fiscal quarter of the Consolidated Total Indebtedness of REIT Borrowers and its respective Subsidiaries their Subsidiaries; provided, that with respect to the Gross Asset Value period commencing on the Third Amendment Effective Date and ending on the next Calculation Date to occur after the Third Amendment Effective Date, the calculation of REIT and its respective Subsidiaries: Pricing Level Ratio LIBOR Rate Loans Base Rate Loans Pricing Level 1 Less than or equal to 35% 2.50 % 1.25 % Pricing Level 2 Greater than 35% but less than or equal to 40% 2.75 % 1.50 % Pricing Level 3 Greater than 40% but less than or equal to 45% 3.00 % 1.75 % Pricing Level 4 Greater than 45% but less than or equal to 55% 3.25 % 2.00 % Pricing Level Ratio LIBOR Rate Loans Base Rate Loans Pricing Level 5 Greater than 55% 3.50 % 2.25 % The initial the Applicable Margin shall be at based on the most recent Officer's Compliance Certificate received by the Administrative Agent and Lenders prior to the Third Amendment Effective Date. Notwithstanding the foregoing, if the Borrowers fail to provide the Officer's Compliance Certificate as required by Section 8.2 for the most recently ended fiscal quarter of the Borrowers and their Subsidiaries preceding the applicable Calculation Date, the Applicable Marign from such Calculation Date shall be based on Pricing Level 41 (as shown below) until such time as an appropriate Officer's Compliance Certificate is provided, at which time the Pricing Level shall be determined by reference to the Leverage Ratio as of the last day of the most recently ended fiscal quarter of the Borrowers preceding such Calculation Date. The Applicable Margin shall not be adjusted based upon such ratio, if at all, effective from one Calculation Date until the first (1st) day of the first (1st) month following the delivery by Borrower to the Agent of the Compliance Certificate after the end of a calendar quarternext Calculation Date. 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 Loans shall be at Pricing Level 5 until such failure is cured within any applicable cure period, or waived Any adjustment in writing by the Required Lenders, 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. In the event that the Agent and the Borrower determine that any financial statements previously delivered were incorrect or inaccurate (regardless of whether this Agreement or the Commitments are in effect when such inaccuracy is discovered), and such inaccuracy, if corrected, would have led to the application of a higher Applicable Margin for any period (an “Applicable Period”) than the Applicable Margin applied for such Applicable Period, then (i) the Borrower shall as soon as practicable deliver to the Agent the corrected financial statements for such Applicable Period, (ii) the Applicable Margin shall be determined as if the Pricing Level for such higher applicable to all Extensions of Credit then existing or subsequently made or issued. Revolving Credit and Term A Loan Facilities Applicable Margin were applicable for such Applicable Period, and (iii) the Borrower shall within three (3) Business Days of demand thereof by the Agent pay to the Agent the accrued additional amount owing as a result of such increased Per Annum Term B Loan Facility Applicable Margin for such Applicable Period, which payment shall be promptly applied by the Agent in accordance with this Agreement.Per Annum Level Leverage Ratio Base Rate + LIBOR Rate + Base Rate + LIBOR Rate + 1 Greater than or equal to 3.00 to 1.0. 3.50 % 4.50 % 4.00 % 5.00 % 2 Less than 3.00 to 1.0 but greater than or equal to 2.50 to 1.0. 2.50 % 3.50 % 3.00 % 4.00 % 3 Less than 2.50 to 1.0 but greater than or equal to 2.00 to 1.0. 2.25 % 3.25 % 2.75 % 3.75 % 4 Less than 2.00 to 1.0 but greater than or equal to 1.50 to 1.0. 2.00 % 3.00 % 2.50 % 3.50 % 5 Less than 1.50 to 1.0. 1.75 % 2.75 % 2.25 % 3.25 %"
Appears in 1 contract
Samples: Duratek Inc
Applicable Margin. On The Applicable Margin provided for in Section 5.1(a) with respect to any Loans (the "APPLICABLE MARGIN") shall be based upon the table set forth below and shall be determined and adjusted (i) quarterly on the date (each a "CALCULATION DATE") ten (10) Business Days after the date by which the Borrower is required to provide an Officer's Compliance Certificate for the most recently ended fiscal quarter of the Borrower and (ii) as provided in Section 4.6(g). The Pricing Level shall be determined by reference to the Total Leverage Ratio as of the last day of the most recently ended fiscal quarter of the Borrower preceding the applicable Calculation Date, PROVIDED, HOWEVER, that (A) the initial Applicable Margin for LIBOR Rate the Loans and Base Rate Loans shall be as set forth below based on the ratio of the Consolidated Total Indebtedness of REIT and its respective Subsidiaries to the Gross Asset Value of REIT and its respective Subsidiaries: Pricing Level Ratio LIBOR Rate Loans Base Rate Loans Pricing Level 1 Less than or equal to 35% 2.50 % 1.25 % Pricing Level 2 Greater than 35% but less than or equal to 40% 2.75 % 1.50 % Pricing Level 3 Greater than 40% but less than or equal to 45% 3.00 % 1.75 % Pricing Level 4 Greater than 45% but less than or equal to 55% 3.25 % 2.00 % Pricing Level Ratio LIBOR Rate Loans Base Rate Loans Pricing Level 5 Greater than 55% 3.50 % 2.25 % The initial Applicable Margin shall be at Pricing Level 4. The Applicable Margin shall not be adjusted based upon such ratioless than Pricing Level II (as shown below) until May 4, 2004 and (B) if at all, until the first (1st) day Borrower fails to provide the Officer's Compliance Certificate as required by Article VIII for the most recently ended fiscal quarter of the first (1st) month following Borrower preceding the delivery by Borrower to the Agent of the Compliance Certificate after the end of a calendar quarter. 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 Agreementapplicable Calculation Date, the Applicable Margin for the Loans from such Calculation Date shall be based on Pricing Level I (as shown below) until such time as an appropriate Officer's Compliance Certificate is provided, at which time the Pricing Level shall be determined by reference to the Total Leverage Ratio as of the last day of the most recently ended fiscal quarter of the Borrower preceding such Calculation Date. The Applicable Margin for the Loans shall be at Pricing Level 5 effective from one Calculation Date until such failure is cured within any applicable cure period, or waived the next Calculation Date. Any adjustment in writing by the Required Lenders, 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. In the event that the Agent and the Borrower determine that any financial statements previously delivered were incorrect or inaccurate (regardless of whether this Agreement or the Commitments are in effect when such inaccuracy is discovered), and such inaccuracy, if corrected, would have led to the application of a higher Applicable Margin for any period (an “Applicable Period”) than the Applicable Margin applied for such Applicable Period, then (i) the Borrower shall as soon as practicable deliver to the Agent the corrected financial statements for such Applicable Period, (ii) the Applicable Margin shall be determined as if the Pricing Level for such higher Applicable Margin were applicable for such Applicable Period, and to all Extensions of Credit then existing or subsequently made or issued. PRICING TOTAL LEVERAGE APPLICABLE APPLICABLE APPLICABLE BASE LEVEL RATIO LIBOR MARGIN LIBOR MARGIN APPLICABLE BASE RATE RATE MARGIN COMMITMENT (iiiREVOLVER) the Borrower shall within three (3TERM LOAN) Business Days of demand thereof by the Agent pay MARGIN (REVOLVER) (TERM LOAN) FEE ---------------------------------------------------------------------------------------------------------------------------------- I GREATER THAN OR EQUAL TO 4.0 2.50% 2.50% 1.25% 1.25% 0.50% to the Agent the accrued additional amount owing as a result of such increased Applicable Margin for such Applicable Period, which payment shall be promptly applied by the Agent in accordance with this Agreement.1.0 II GREATER THAN OR EQUAL TO 3.5 2.25% 2.50% 1.00% 1.25% 0.50% to 1.0 but LESS THAN 4.0 to 1.0 III GREATER THAN OR EQUAL TO 3.0 2.00% 2.50% 0.75% 1.25% 0.50% to 1.0 but LESS THAN 3.5 to 1.0 IV LESS THAN 3.0 to 1.0 1.75% 2.25% 0.50% 1.00% .375%
Appears in 1 contract
Applicable Margin. On As contemplated by clause (3) of the definition of “Applicable Margin” in Section 1.01 of the Credit Agreement, the term “Applicable Margin” means, with respect to any Other Term Loan, (a) as of the Refinancing Effective Date, (x) for ABR Loans, 2.25% and (y) for Eurocurrency Loans, 3.25%, and (b) following delivery of Required Financial Statements for the Borrower’s fiscal quarter ending February 1, 2014, the percentage per annum determined in accordance with the pricing grid set forth below, based on the Senior Secured First Lien Net Leverage Ratio for the most recent fiscal quarter ending on the date prior to the first day of each fiscal quarter of the Borrower: Senior Secured First Lien Net Leverage Ratio Applicable Margin for LIBOR Rate ABR Loans and Base Rate Applicable Margin for Eurocurrency Loans shall be as set forth below based on the ratio of the Consolidated Total Indebtedness of REIT and its respective Subsidiaries Category 1: Greater than 4.00 to the Gross Asset Value of REIT and its respective Subsidiaries1.00 2.25 % 3.25 % Category 2: Pricing Level Ratio LIBOR Rate Loans Base Rate Loans Pricing Level 1 Less than or equal to 35% 2.50 % 1.25 % Pricing Level 2 Greater than 35% but less than or equal 4.00 to 40% 2.75 % 1.50 % Pricing Level 3 Greater than 40% but less than or equal to 451.00 2.00 % 3.00 % 1.75 % Pricing Level 4 Greater than 45% but less than or equal to 55% 3.25 % 2.00 % Pricing Level Ratio LIBOR Rate Loans Base Rate Loans Pricing Level 5 Greater than 55% 3.50 % 2.25 % The initial Applicable Margin shall be at Pricing Level 4. The Applicable Margin shall not be adjusted based upon such ratio, if at all, until the first (1st) day For purposes of the first (1st) month following the delivery by Borrower to the Agent of the Compliance Certificate after the end of a calendar quarter. 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)foregoing, then without limiting any other rights of the Agent and the Lenders under this Agreement, each change in the Applicable Margin for Loans under this paragraph (a) resulting from a change in the Senior Secured First Lien Net Leverage Ratio shall be effective during the period commencing on and including the date of delivery to the Administrative Agent pursuant to Section 5.04(1) or 5.04(2) of the Credit Agreement of the Required Financial Statements indicating such change and ending on the date immediately preceding the effective date of the next such change; provided that the Senior Secured First Lien Net Leverage Ratio shall be deemed to be in Category 1, at Pricing Level 5 until such failure is cured within any applicable cure period, the option of the Administrative Agent or waived in writing by at the request of the Required Lenders, in which event if the Applicable Margin shall adjust, if necessary, on Borrower fails to deliver the first (1stRequired Financial Statements required to be delivered by it pursuant to Section 5.04(1) day or 5.04(2) of the first (1st) month following receipt of such Compliance Certificate. In the event that the Agent and the Borrower determine that any financial statements previously delivered were incorrect or inaccurate (regardless of whether this Credit Agreement or the Commitments are in effect when certificate of a Financial Officer of the Borrower required pursuant to Section 5.04(3) of the Credit Agreement during the period from the expiration of the time for delivery thereof until such inaccuracy is discovered), Required Financial Statements and such inaccuracy, if corrected, would have led to the application of a higher Applicable Margin for any period (an “Applicable Period”) than the Applicable Margin applied for such Applicable Period, then (i) the Borrower shall as soon as practicable deliver to the Agent the corrected financial statements for such Applicable Period, (ii) the Applicable Margin shall be determined as if the Pricing Level for such higher Applicable Margin were applicable for such Applicable Period, and (iii) the Borrower shall within three (3) Business Days of demand thereof by the Agent pay to the Agent the accrued additional amount owing as a result of such increased Applicable Margin for such Applicable Period, which payment shall be promptly applied by the Agent in accordance with this Agreementcertificate are delivered.
Appears in 1 contract
Samples: Term Loan Credit Agreement (Neiman Marcus Group LTD LLC)
Applicable Margin. On any date For purposes of calculating (a) the Applicable Margin for interest rate payable with respect to Base Rate Loans, LIBOR Rate Loans or IBOR Rate Loans, and Base Rate Loans (b) the Unused Line Fee in connection with Section 2.2 hereof, the corresponding percentage set forth below, as shall be as set forth below based determined and adjusted quarterly on the ratio date (each a “Calculation Date”) ten (10) Business Days after the date of receipt by the Administrative Agent from LTI of the Consolidated Total Indebtedness Compliance Certificate for the most recently ended fiscal quarter of REIT and its respective Subsidiaries LTI; provided that (x) for the period from the Closing Date to but not including the Gross Asset Value of REIT and its respective Subsidiaries: Pricing Level Ratio LIBOR Rate Loans Base Rate Loans Pricing Level 1 Less than or equal to 35% 2.50 % 1.25 % Pricing Level 2 Greater than 35% but less than or equal to 40% 2.75 % 1.50 % Pricing Level 3 Greater than 40% but less than or equal to 45% 3.00 % 1.75 % Pricing Level 4 Greater than 45% but less than or equal to 55% 3.25 % 2.00 % Pricing Level Ratio LIBOR Rate Loans Base Rate Loans Pricing Level 5 Greater than 55% 3.50 % 2.25 % The initial Calculation Date for the fiscal year ending December 31, 2004, the Applicable Margin shall be at based on Pricing Level 4. The Applicable Margin shall not be adjusted based upon such ratioII (as shown below) and, if at allthereafter, until the first (1st) day of the first (1st) month following the delivery by Borrower to the Agent of the Compliance Certificate after the end of a calendar quarter. 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 Loans shall be at Pricing Level 5 until such failure is cured within any applicable cure period, or waived in writing by the Required Lenders, 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. In the event that the Agent and the Borrower determine that any financial statements previously delivered were incorrect or inaccurate (regardless of whether this Agreement or the Commitments are in effect when such inaccuracy is discovered), and such inaccuracy, if corrected, would have led to the application of a higher Applicable Margin for any period (an “Applicable Period”) than the Applicable Margin applied for such Applicable Period, then (i) the Borrower shall as soon as practicable deliver to the Agent the corrected financial statements for such Applicable Period, (ii) the Applicable Margin shall be determined by reference to the Leverage Ratio as of the last day of the most recently ended fiscal quarter of the Borrower preceding any applicable Calculation Date, and (y) if at any time LTI fails to provide a Compliance Certificate for its most recently ended fiscal quarter preceding the applicable Calculation Date, the Applicable Margin from such Calculation Date shall be based on Pricing Level I (as shown below) until such date as an appropriate Compliance Certificate is provided, at which date (and without any retroactive adjustment to the Calculation Date) the Pricing Level for shall be determined by reference to the Leverage Ratio as of the last day of the most recently ended fiscal quarter of LTI preceding such higher Calculation Date. Except as previously described in the event of tardy delivery of a Compliance Certificate, the Applicable Margin were shall be effective from one Calculation Date until the next Calculation Date. Any adjustment in the Applicable Margin shall be applicable for such Applicable Period, to all Loans then existing or subsequently made and (iii) the Borrower shall within three (3) Business Days of demand thereof by the Agent pay to the Agent the accrued additional amount owing as a result of Unused Line Fees accruing on or after such increased Applicable Margin for such Applicable Period, which payment shall be promptly applied by the Agent in accordance with this Agreement.Calculation Date. Level Leverage Ratio Base Rate Loans LIBOR Rate Loans and IBOR Rate Loans Unused Line Fee I Greater than 2.50:1.00 0.50 % 1.75 % 0.375 % II Less than or equal to 2.50:1.00 but greater than 1.50:1.00 0.00 % 1.50 % 0.25 % III Less than or equal to 1.50:1.00 but greater than 1.00:1.00 0.00 % 1.25 % 0.225 % IV Less than or equal to 1.00:1.00 (0.50 %) 1.00 % 0.20 %
Appears in 1 contract
Samples: Credit Agreement (Lionbridge Technologies Inc /De/)
Applicable Margin. On any date the Applicable Margin for LIBOR Rate Loans and Base Rate Loans shall be as set forth below based on the ratio of the Consolidated Total Indebtedness of REIT and its respective Subsidiaries to the Gross Asset Value of REIT and its respective Subsidiaries: LIBOR Rate Base Rate Pricing Level Ratio LIBOR Rate Loans Base Rate Loans Pricing Level 1 Less than or equal to 35% 2.50 % 1.25 % Pricing Level 2 Greater than 35% but less than or equal to 40% 2.75 % 1.50 % Pricing Level 3 Greater than or equal to 40% but less than or equal to 45% 3.00 % 1.75 % Pricing Level 4 Greater than or equal to 45% but less than or equal to 55% 3.25 % 2.00 % Pricing Level Ratio LIBOR Rate Loans Base Rate Loans Pricing Level 5 Greater than or equal to 55% 3.50 % 2.25 % The initial Applicable Margin shall be at Pricing Level 4. The Applicable Margin shall not be adjusted based upon such ratio, if at all, until the first (1st) day of the first (1st) month following the delivery by Borrower to the Agent of the Compliance Certificate after the end of a calendar quarter. 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 Loans shall be at Pricing Level 5 until such failure is cured within any applicable cure period, or waived in writing by the Required Lenders, 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. In the event that the Agent and the Borrower determine that any financial statements previously delivered were incorrect or inaccurate (regardless of whether this Agreement or the Commitments are in effect when such inaccuracy is discovered), and such inaccuracy, if corrected, would have led to the application of a higher Applicable Margin for any period (an “Applicable Period”) than the Applicable Margin applied for such Applicable Period, then (i) the Borrower shall as soon as practicable deliver to the Agent the corrected financial statements for such Applicable Period, (ii) the Applicable Margin shall be determined as if the Pricing Level for such higher Applicable Margin were applicable for such Applicable Period, and (iii) the Borrower shall within three (3) Business Days of demand thereof by the Agent pay to the Agent the accrued additional amount owing as a result of such increased Applicable Margin for such Applicable Period, which payment shall be promptly applied by the Agent in accordance with this Agreement.
Appears in 1 contract
Samples: Credit Agreement (Carter Validus Mission Critical REIT, Inc.)
Applicable Margin. On any date For purposes hereof, the "Applicable Margin" used to determine the LIBOR Rate shall mean the interest rate margin determined by the Total Leverage Ratio (as defined in Section 13(J) hereof) in accordance with the following schedule: Total Leverage Ratio Applicable Margin for LIBOR Rate Loans and Base Rate Loans shall be as set forth below based on the ratio of the Consolidated Total Indebtedness of REIT and its respective Subsidiaries to the Gross Asset Value of REIT and its respective Subsidiaries: Pricing Level Ratio LIBOR Rate Loans Base Rate Loans Pricing Level 1 -------------------- ----------------------------- Less than or equal to 351.35x +.50% 2.50 % 1.25 % Pricing Level 2 Greater than 35% but less than or equal to 40% 2.75 % 1.50 % Pricing Level 3 Greater than 40% but less than or equal to 45% 3.00 % 1.75 % Pricing Level 4 Greater than 45% but less than or equal to 55% 3.25 % 2.00 % Pricing Level Ratio LIBOR Rate Loans Base Rate Loans Pricing Level 5 Greater than 55% 3.50 % 2.25 1.35x +.75% The initial Total Leverage Ratio of the Borrower will be determined based on the most recent financial statements and financial covenant certificate delivered to CoBank pursuant to Section 13(I)(8) hereof, and changes in the Applicable Margin shall be at Pricing Level 4. The Applicable Margin shall will not be adjusted based upon such ratio, if at all, made until the first third Business Day after receipt thereof. Notwithstanding the foregoing: (1st1) day at closing and until receipt of the first (1st) month following the delivery by Borrower set of financial statements and financial covenant certificate required pursuant to the Agent of the Compliance Certificate after the end of a calendar quarter. 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(cSection 13(I)(8), 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 until such failure is cured within any applicable cure period, or waived in writing by the Required Lenders, 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. In the event that the Agent and the Borrower determine that any financial statements previously delivered were incorrect or inaccurate (regardless of whether this Agreement or the Commitments are in effect when such inaccuracy is discovered), and such inaccuracy, if corrected, would have led to the application of a higher Applicable Margin for any period (an “Applicable Period”) than the Applicable Margin applied for such Applicable Period, then (i) the Borrower shall as soon as practicable deliver to the Agent the corrected financial statements for such Applicable Period, (ii) the Applicable Margin shall be determined as if .75% for loans bearing interest at the Pricing Level for such higher LIBOR Rate (unless, at closing, the Borrower furnishes its most recent quarterly financial statement and financial covenant certificate showing that the Borrower is entitled to a lower rate); and (2) changes in the Applicable Margin were shall be applicable for such Applicable Periodto the Portion of the Loan bearing interest at the LIBOR Rate, and (iii) regardless of when made. In the event the Borrower shall within three (3) Business Days of demand thereof by fails to timely provide the Agent pay financial statements and financial covenant certificate referred to in Section 13(I)(8), then, without prejudice to CoBank's rights under Section 16 hereof, the Agent the accrued additional amount owing as a result of such increased Applicable Margin for such Applicable Period, which payment shall be promptly applied by .75% for the Agent in accordance with this AgreementPortion of the Loan bearing interest at the LIBOR Rate until it does so regardless of the Total Leverage Ratio.
Appears in 1 contract
Samples: Credit Agreement (Commonwealth Telephone Enterprises Inc /New/)
Applicable Margin. On any date the The Applicable Margin for LIBOR Rate applicable to the Term Loans and Base Rate Loans to be made pursuant to the Term Commitments described herein shall be a percentage per annum determined by reference to the Total Leverage Ratio as in effect from time to time, as set forth below based on the ratio of the Consolidated below: Applicable Margin Total Indebtedness of REIT and its respective Subsidiaries Leverage Ratio Libor Loans (bps) ABR Loans (bps) Greater than 4.75 to the Gross Asset Value of REIT and its respective Subsidiaries: Pricing Level Ratio LIBOR Rate Loans Base Rate Loans Pricing Level 1 1.0 Less than or equal to 35% 2.50 % 1.25 % Pricing Level 2 Greater 4.75 to 1.0 but greater than 35% but less 4.25 to 1.0 Less than or equal to 40% 2.75 % 1.50 % Pricing Level 3 Greater 4.25 to 1.0 but greater than 40% but less 3.75 to 1.0 Less than or equal to 45% 3.00 % 1.75 % Pricing Level 4 Greater 3.75 to 1.0 but greater than 45% but less 3.25 to 1.0 Less than or equal to 55% 3.25 % 2.00 % Pricing Level Ratio LIBOR Rate Loans Base Rate Loans Pricing Level 5 Greater than 55% 3.50 % 2.25 % The initial Applicable Margin shall be at Pricing Level 4. The Applicable Margin shall not be adjusted based upon such ratio, if at all, until to 1.0 14 On any Business Day (a) in the first (1st) day of the first (1st) month following the delivery by Borrower to the Agent of the Compliance Certificate after the end case of a calendar quarter. 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)Eurodollar Borrowing, 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 until such failure is cured within any applicable cure period, or waived in writing by the Required Lenders, 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. In the event that the Agent and the Borrower determine that any financial statements previously delivered were incorrect or inaccurate (regardless of whether this Agreement or the Commitments are in effect when such inaccuracy is discovered), and such inaccuracy, if corrected, would have led to the application of a higher Applicable Margin for any period (an “Applicable Period”) than the Applicable Margin applied for such Applicable Period, then (i) the Borrower shall as soon as practicable deliver to the Agent the corrected financial statements for such Applicable Period, (ii) the Applicable Margin shall be determined as if the Pricing Level for such higher Applicable Margin were applicable for such Applicable Period, and (iii) the Borrower shall within upon three (3) Business Days of demand thereof by the Agent pay notice prior to the Agent date of the accrued additional amount owing as a result proposed Borrowing or (b) in the case of such increased Applicable Margin for such Applicable Periodan ABR Borrowing, which payment upon notice not later than 12:00 p.m., Eastern time, on the date of the proposed Borrowing. Such notice of Borrowing shall be promptly applied by in the Agent form of a Borrowing Request in accordance with Section 2.03 of the Credit Agreement. 15 With respect to any Term Loan made pursuant to this Term Loan Assumption Agreement., the Term Loan Maturity Date may be any date, provided that such date is no sooner than the Revolving Credit Maturity Date. ANNEX I to Exhibit G-3 Each change in the Applicable Margin resulting from a change in the Total Leverage Ratio (which shall be calculated quarterly) shall take effect as of the fifth Business Day following the receipt of the compliance certificate delivered pursuant to Section 8.01(g) of the Credit Agreement. ANNEX I to Exhibit G-3 EXHIBIT H FORM OF LETTER OF CREDIT REQUEST ______________________, 201___16 ___________________ as Issuing Bank ___________________ ___________________ Attention: ________________ Xxxxx Fargo Bank, National Association, as Administrative Agent 0000 Xxxxxxxxx Xxxxxx, 0xx Xxxxx Xxxxxxx, Xxxxx 00000 Attention: Xxxxxx X. Xxxxxxx, Xx. Ladies and Gentlemen: The undersigned, EXLP Operating LLC, a Delaware limited liability company (the “Borrower”), refers to the Credit Agreement, dated as of November 3, 2010 (as amended, modified, restated or supplemented from time to time, the “Credit Agreement”), among the Borrower, EXLP Partners, L.P., a Delaware limited partnership, the lenders from time to time party thereto (each, a “Lender” and collectively, the “Lenders”), Xxxxx Fargo Bank, National Association, as the Administrative Agent for such Lenders, and the other Agents party thereto. Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Credit Agreement. [Attached hereto as Annex A is a completed letter of application on the Issuing Bank’s standard form in connection with this request.]17 [I.18 The Borrower hereby requests that __________, as Issuing Bank issue a Letter of Credit, the “Requested Letter of Credit”). The Borrower further requests that the Requested Letter of Credit:
Appears in 1 contract
Samples: Senior Secured Credit Agreement (Exterran Partners, L.P.)
Applicable Margin. On any date the The Applicable Margin for LIBOR Rate Loans and Base Rate Loans shall be as set forth below based on the ratio of Consolidated Leverage Ratio as set forth in the Consolidated Total Indebtedness of REIT and its respective Subsidiaries most recent Compliance Certificate pursuant to the Gross Asset Value of REIT and its respective Subsidiaries: §7.4(c): Pricing Level Consolidated Leverage Ratio LIBOR Rate Loans Base Rate Loans Pricing Level 1 Less than or equal to 35% 2.50 % 1.25 % Pricing Level 2 Greater than 35% but less than or equal to 40% 2.75 % 1.50 % Pricing Level 3 Greater than 40% but less than or equal to 4565% 3.00 % 1.75 % Pricing Level 4 Greater than 45% but less than or equal to 55% 3.25 % 2.00 % Pricing Level Ratio LIBOR Rate Loans Base Rate Loans Pricing Level 5 Greater 2 Equal to or greater than 5565% 3.50 % 2.25 2.50 % The initial Applicable Margin shall be at Pricing Level 4. The Applicable Margin shall not be adjusted based upon such ratioConsolidated Leverage Ratio, if at all, until the first (1st) day of the first (1st) month following the delivery by Borrower to the Agent of the any updated Compliance Certificate after the end of a calendar quarter. as required pursuant to §7.4(c) In the event that the 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 2 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 within any applicable cure period, or waived in writing by the Required Lenderscured, 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. In the event that the Agent and the Borrower determine that any financial statements previously delivered were incorrect or inaccurate (regardless of whether this Agreement or the Commitments are The Applicable Margin in effect when such inaccuracy is discovered), and such inaccuracy, if corrected, would have led to from the application date hereof through the date of a higher Applicable Margin for any period (an “Applicable Period”) than the next change in the Applicable Margin applied for such Applicable Period, then (i) the Borrower shall as soon as practicable deliver pursuant to the Agent the corrected financial statements for such Applicable Period, (ii) the Applicable Margin provisions hereof shall be determined as if based upon Pricing Lxxxx 0, unless Borrower delivers to Agent on the Closing Date a Compliance Certificate reflecting a Consolidated Leverage Ratio for which Pricing Level for such higher Applicable Margin were applicable for such Applicable Period1 would apply, and (iii) the Borrower shall within three (3) Business Days as set forth above. The provisions of demand thereof by the Agent pay to the Agent the accrued additional amount owing as a result of such increased Applicable Margin for such Applicable Period, which payment this definition shall be promptly applied by the Agent in accordance with this Agreementsubject to §2.6(e).
Appears in 1 contract
Applicable Margin. On The Applicable Margin provided for in Section 6.1(a) with respect to any Loan (the “Applicable Margin”) shall be based upon the table set forth below and shall be determined by reference to Average Excess Availability as of the last day of the most recently ended month preceding the applicable Calculation Date and adjusted monthly, commencing on March 1, 2008, on the date (each, a “Calculation Date”) that is the first day of the first month after the earlier of (i) the date on which the Credit Parties provide, or (ii) the date on which the Credit Parties are required to provide, the reports and other information required to be provided for each month pursuant to Section 9.4(b); provided, however, that (a) the initial Applicable Margin shall be based on Pricing Level II (as shown below) and shall remain at no lower than Pricing Level II until the first Calculation Date following September 1, 2008, and (b) if the Credit Parties fail to provide the reports and other information as required by Section 9.4(b) for the most recently ended month preceding the applicable Calculation Date, the Applicable Margin for from such Calculation Date shall be based on Pricing Level I (as shown below) until such time as such reports and other information is provided as required by Section 9.4(b), at which time the Applicable Margin shall be determined by reference to Average Excess Availability as of the last day of the most recently ended month preceding such Calculation Date. The Applicable Margin shall be effective from one Calculation Date until the next Calculation Date. Automatically upon the occurrence and during the continuance of any Event of Default under Section 13.1(a), (b), (j) or (k), and at the election of the Required Lenders upon the occurrence and during the continuance of any other Event of Default, the Applicable Margin shall be based on Pricing Level I. Any adjustment in the Applicable Margin shall be applicable to all Extensions of Credit then existing or subsequently made or issued. Pricing Revolving Credit Facility Level Average Excess Availability LIBOR Rate Loans and Base Rate Loans shall be as set forth below based on the ratio of the Consolidated Total Indebtedness of REIT and its respective Subsidiaries to the Gross Asset Value of REIT and its respective Subsidiaries: Pricing Level Ratio LIBOR Rate Loans Base Rate Loans Pricing Level 1 I Less than $40,000,000 2.25 % 0.50 % II Greater than or equal to 35% 2.50 % 1.25 % Pricing Level 2 Greater than 35% $40,000,000 but less than or equal to 40$70,000,000 2.00 % 2.75 0.25 % 1.50 % Pricing Level 3 III Greater than 40% but less than or equal to 45% 3.00 % $70,000,000 1.75 % Pricing Level 4 Greater than 450.00 % but less than or equal to 55% 3.25 % 2.00 % Pricing Level Ratio LIBOR Rate Loans Base Rate Loans Pricing Level 5 Greater than 55% 3.50 % 2.25 % The initial Applicable Margin shall be at Pricing Level 4. The Applicable Margin shall not be adjusted based upon such ratioNotwithstanding the foregoing, if at all, until the first (1st) day of the first (1st) month following the delivery by Borrower to the Agent of the Compliance Certificate after the end of a calendar quarter. 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 Loans shall be at Pricing Level 5 until such failure is cured within any applicable cure period, or waived in writing by the Required Lendershowever, 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. In the event that the Agent and the Borrower determine that any financial statements previously information regarding Average Excess Availability delivered were incorrect or inaccurate (regardless of whether pursuant to this Agreement or the Commitments are in effect when such inaccuracy is discovered)shown to be inaccurate, and such inaccuracy, if corrected, would have led to the application of a higher Applicable Margin Margins for any period (an a “Applicable Margin Rate Period”) than the Applicable Margin Margins actually applied for such Applicable Margin Rate Period, then (ia) the Borrower Parent shall as soon as practicable immediately deliver to the Administrative Agent a certificate calculating the corrected financial statements correct Average Excess Availability for such Applicable Margin Rate Period, (iib) the Applicable Margin Margins shall be determined as if the Pricing Level for such higher correct Applicable Margin Margins (as shown above) were applicable for such Applicable Margin Rate Period, and (iiic) the Borrower Borrowers shall within three (3) Business Days of demand thereof by the Agent pay immediately deliver to the Administrative Agent full payment in respect of the accrued additional amount owing interest on the Obligations as a result of such increased Applicable Margin Margins for such Applicable Margin Rate Period, which payment shall be promptly applied by the Administrative Agent in accordance with this Agreementto the affected Obligations.
Appears in 1 contract
Samples: Credit Agreement (La-Z-Boy Inc)
Applicable Margin. On The applicable margin per annum provided for in Section 5.1(a) with respect to any date Loan (the "Applicable Margin for Margin") (i) in the case of any Term Loan, shall be equal to 3.75 % if such Term Loan is a LIBOR Rate Loans and Loan, or 2.50% if such Term Loan is a Base Rate Loans Loan, and (ii) in the case of a Revolving Credit Loan, shall be as based upon the table set forth below based and shall be determined and adjusted quarterly on the ratio date (each a "Calculation Date") ten (10) Business Days after the date by which the Borrower is required to provide an Officer's Compliance Certificate for the most recently ended fiscal quarter of the Consolidated Total Indebtedness of REIT and its respective Subsidiaries to Borrower; provided, however, that (a) the Gross Asset Value of REIT and its respective Subsidiaries: Pricing Level Ratio LIBOR Rate Loans Base Rate Loans Pricing Level 1 Less than or equal to 35% 2.50 % 1.25 % Pricing Level 2 Greater than 35% but less than or equal to 40% 2.75 % 1.50 % Pricing Level 3 Greater than 40% but less than or equal to 45% 3.00 % 1.75 % Pricing Level 4 Greater than 45% but less than or equal to 55% 3.25 % 2.00 % Pricing Level Ratio LIBOR Rate Loans Base Rate Loans Pricing Level 5 Greater than 55% 3.50 % 2.25 % The initial Applicable Margin shall be based on Pricing Level I (as shown below) and shall remain at Pricing Level 4I until the first Calculation Date occurring after the Closing Date and, thereafter the Pricing Level shall be determined by reference to the Total Leverage Ratio as of the last day of the most recently ended fiscal quarter of the Borrower preceding the applicable Calculation Date, and (b) if the Borrower fails to provide the Officer's Compliance Certificate as required by Section 8.2 for the most recently ended fiscal quarter of the Borrower preceding the applicable Calculation Date, the Applicable Margin from such Calculation Date shall be based on Pricing Level I (as shown below) until such time as an appropriate Officer's Compliance Certificate is provided, at which time the Pricing Level shall be determined by reference to the Leverage Ratio as of the last day of the most recently ended fiscal quarter of the Borrower preceding such Calculation Date. The Applicable Margin shall not be adjusted based upon such ratio, if at all, effective from one Calculation Date until the first (1st) day of the first (1st) month following the delivery by Borrower to the Agent of the Compliance Certificate after the end of a calendar quarternext Calculation Date. 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 Loans shall be at Pricing Level 5 until such failure is cured within any applicable cure period, or waived Any adjustment in writing by the Required Lenders, 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. In the event that the Agent and the Borrower determine that any financial statements previously delivered were incorrect or inaccurate (regardless of whether this Agreement or the Commitments are in effect when such inaccuracy is discovered), and such inaccuracy, if corrected, would have led to the application of a higher Applicable Margin for any period (an “Applicable Period”) than the Applicable Margin applied for such Applicable Period, then (i) the Borrower shall as soon as practicable deliver to the Agent the corrected financial statements for such Applicable Period, (ii) the Applicable Margin shall be determined as if the Pricing applicable to all Advances then existing or subsequently made or issued. ---------------------------------------------------------------------------------------------- LIBOR FOR BASE RATE FOR TOTAL REVOLVING REVOLVING PRICING LEVEL LEVERAGE RATIO CREDIT FACILITY CREDIT FACILITY ------------- -------------- --------------- --------------- ---------------------------------------------------------------------------------------------- Level for such higher Applicable Margin were applicable for such Applicable PeriodI Greater than or equal 3.25% 2.00% to 4.0 to 1.0 ---------------------------------------------------------------------------------------------- Less than 4.0 to 1.0, and (iii) the Borrower shall within three (3) Business Days of demand thereof by the Agent pay but greater than or Level II equal to the Agent the accrued additional amount owing as a result of such increased Applicable Margin for such Applicable Period3.5 to 1.0 3.00% 1.75% ---------------------------------------------------------------------------------------------- Less than 3.5 to 1.0, which payment shall be promptly applied by the Agent in accordance with this Agreement.but greater than 3.0 Level III to 1.0 2.75% 1.50% ---------------------------------------------------------------------------------------------- Level IV Less than 3.0 to 1.0 2.50% 1.25% ----------------------------------------------------------------------------------------------
Appears in 1 contract
Samples: Credit Agreement (Veridian Corp)
Applicable Margin. On The applicable margin per annum provided for in Section 5.1(a) with respect to any Loan (the "Applicable Margin") shall be based upon the table set forth below by reference to the Total Leverage Ratio and adjusted quarterly on the date (each a "Calculation Date") ten (10) Business Days after the date by which the Borrower is required to provide an Officer's Compliance Certificate for the most recently ended fiscal quarter of the Borrower; provided that (a) the initial Applicable Margin shall be based on Pricing Level I (as set forth below) and shall remain at Pricing Level I (as set forth below) until the date that is ten (10) Business Days after receipt by the Administrative Agent of a pricing certificate in form and substance acceptable thereto with respect to the fiscal quarter ending September 30, 2002 and thereafter shall be determined by reference to the Total Leverage Ratio as of the last day of the most recently ended fiscal quarter of the Borrower preceding the applicable Calculation Date and (b) if the Borrower fails to provide the Officer's Compliance Certificate as required by Section 8.2 for the most recently ended fiscal quarter of the Borrower preceding the applicable Calculation Date, the Applicable Margin for LIBOR Rate Loans and Base Rate Loans from such Calculation Date shall be as set forth below based on Pricing Level I (as shown below) until such time as an appropriate Officer's Compliance Certificate is provided, at which time the ratio Pricing Level shall be determined by reference to the Total Leverage Ratio as of the Consolidated Total Indebtedness last day of REIT and its respective Subsidiaries the most recently ended fiscal quarter of the Borrower preceding such Calculation Date. The Applicable Margin shall be effective from one Calculation Date until the next Calculation Date. Any adjustment in the Applicable Margin shall be applicable to the Gross Asset Value of REIT and its respective Subsidiaries: Pricing all Advances then existing or subsequently made or issued. -------------------------------------------------------------------------------------------------------------------- LIBOR FOR BASE RATE FOR LIBOR FOR BASE RATE FOR TOTAL REVOLVING REVOLVING TERM LOAN TERM LOAN PRICING LEVEL LEVERAGE RATIO CREDIT FACILITY CREDIT FACILITY FACILITY FACILITY -------------------------------------------------------------------------------------------------------------------- Level Ratio LIBOR Rate Loans Base Rate Loans Pricing Level 1 I Greater than 3.5 3.00% 1.75% 3.50% 2.25% to 1.0 -------------------------------------------------------------------------------------------------------------------- Less than or equal to 353.5 to 1.0, but greater Level II than 3.0 to 1.0 2.75% 2.50 1.50% 1.25 3.25% Pricing Level 2 Greater than 352.00% but less -------------------------------------------------------------------------------------------------------------------- Less than or equal to 403.0 to 1.0, but greater Level III than 2.5 to 1.0 2.50% 2.75 1.25% 1.50 3.00% Pricing Level 3 Greater than 401.75% but less -------------------------------------------------------------------------------------------------------------------- Less than or equal to 452.5 to Level IV 1.0 2.25% 3.00 1.00% 1.75 2.75% Pricing Level 4 Greater than 451.50% but less than or equal to 55% 3.25 % 2.00 % Pricing Level Ratio LIBOR Rate Loans Base Rate Loans Pricing Level 5 Greater than 55% 3.50 % 2.25 % The initial Applicable Margin shall be at Pricing Level 4. The Applicable Margin shall not be adjusted based upon such ratio, if at all, until the first (1st) day of the first (1st) month following the delivery by Borrower to the Agent of the Compliance Certificate after the end of a calendar quarter. 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 Loans shall be at Pricing Level 5 until such failure is cured within any applicable cure period, or waived in writing by the Required Lenders, 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. In the event that the Agent and the Borrower determine that any financial statements previously delivered were incorrect or inaccurate (regardless of whether this Agreement or the Commitments are in effect when such inaccuracy is discovered), and such inaccuracy, if corrected, would have led to the application of a higher Applicable Margin for any period (an “Applicable Period”) than the Applicable Margin applied for such Applicable Period, then (i) the Borrower shall as soon as practicable deliver to the Agent the corrected financial statements for such Applicable Period, (ii) the Applicable Margin shall be determined as if the Pricing Level for such higher Applicable Margin were applicable for such Applicable Period, and (iii) the Borrower shall within three (3) Business Days of demand thereof by the Agent pay to the Agent the accrued additional amount owing as a result of such increased Applicable Margin for such Applicable Period, which payment shall be promptly applied by the Agent in accordance with this Agreement.--------------------------------------------------------------------------------------------------------------------
Appears in 1 contract
Samples: Credit Agreement (Veridian Corp)
Applicable Margin. On any date the Applicable Margin for LIBOR Rate Loans and Base Rate Loans shall be as set forth below based on the ratio of the Consolidated Total Indebtedness of REIT and its respective Subsidiaries to the Gross Asset Value of REIT and its respective Subsidiaries: Pricing Level Ratio LIBOR Rate Loans Base Rate Loans Pricing Level 1 Less than or equal to 35% 2.50 % 1.25 % Pricing Level 2 Greater than 35% but less than or equal to 40% 2.75 % 1.50 % Pricing Level 3 Greater than 40% but less than or equal to 45% 3.00 % 1.75 % Pricing Level 4 Greater than 45% but less than or equal to 55% 3.25 % 2.00 % Pricing Level Ratio LIBOR Rate Loans Base Rate Loans Pricing Level 5 Greater than 55% 3.50 % 2.25 % The initial Applicable Margin shall be in effect for each period commencing on an Adjustment Date through the date immediately preceding the next Adjustment Date (each a "RATE ADJUSTMENT PERIOD") based on a determination of the Fixed Charge Coverage Ratio and the Senior Debt Rating. The Fixed Charge Coverage Ratio shall be determined as at Pricing Level 4the end of the fiscal period for which financial statements and a Compliance Certificate have most recently been delivered to the Agent pursuant to Section 5.4 and the Senior Debt Rating shall be determined as of the last day of the preceding Rate Adjustment Period. The Applicable Margin shall not be adjusted based upon such ratiothe applicable rate PER ANNUM, if at allexpressed in Basis Points, until corresponding to the first (1st) day lower of the first Levels set forth in the table below (1stwith Level I being the lowest level and Level VI being the highest level) month following the delivery by Borrower corresponding to the Agent of Fixed Charge Coverage Ratio or the Compliance Certificate after Senior Debt Rating, PROVIDED THAT if the end of a calendar quarter. 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 Fixed Charge Coverage Ratio and the Lenders under this AgreementSenior Debt Rating are more than one Level apart, the Applicable Margin for Loans shall be at Pricing one Level 5 until such failure is cured within any applicable cure period, or waived in writing by below the Required Lenders, in which event the Applicable Margin shall adjust, if necessary, on the first (1st) day higher of the first (1st) month following receipt of such Compliance Certificatetwo applicable Levels. In the event that the Agent Senior Debt Ratings assigned by Xxxxx'x and S&P are not equivalent, the Borrower following criteria shall determine that any financial statements previously delivered were incorrect or inaccurate (regardless of whether this Agreement or the Commitments are in effect when such inaccuracy is discovered), and such inaccuracy, if corrected, would have led which Level shall be applicable to the application Senior Debt Rating: (i) if the Senior Debt Ratings are one Level apart, the Level applicable to the Senior Debt Rating shall be the lower of a the two Levels and (ii) if the Senior Debt Ratings are more than one Level apart, the Level applicable to the Senior Debt Rating shall be one Level below the higher Applicable Margin for any period (an “Applicable Period”) than of the two Levels. For purposes of clarity, the parties hereto acknowledge that the Applicable Margin applied for such Applicable Period, then with respect to (i) Eurodollar Rate Loans shall be the Borrower shall as soon as practicable deliver to rate per annum set forth in column D in the Agent the corrected financial statements for such Applicable Period, table below and (ii) the Applicable Margin Facility Fee shall be determined as if the Pricing Level for such higher Applicable Margin were applicable for such Applicable Period, and rate per annum set forth in column E in the table below. ------------ ------------------------ ------------------- ------------------------ ----------------------- A B C D E ------------ ------------------------ ------------------- ------------------------ ----------------------- LEVEL FIXED CHARGE SENIOR DEBT EURODOLLAR RATE FACILITY FEE COVERAGE RATIO RATING LOANS ------------ ------------------------ ------------------- ------------------------ ----------------------- I (iiigreater than 2.50:1 S&P: X- 00.0 7.0 or equal to) the Borrower shall within three Xxxxx'x: A3 or better ------------ ------------------------ ------------------- ------------------------ ----------------------- II (3greater than 2.25:1 S&P: BBB+ 41.0 9.0 or equal to) Business Days of demand thereof by the Agent pay to the Agent the accrued additional amount owing as a result of such increased Applicable Margin for such Applicable Period, which payment shall be promptly applied by the Agent in accordance with this Agreement.Xxxxx'x: Baa1 or better ------------ ------------------------ ------------------- ------------------------ ----------------------- III (greater than 2.00:1 S&P: BBB 52.0 10.5 or equal to) Xxxxx'x: Baa2 or better ------------ ------------------------ ------------------- ------------------------ ----------------------- IV (greater than 1.85:1 S&P: BBB- 67.0 13.0 or equal to) Xxxxx'x: Baa3 or better ------------ ------------------------ ------------------- ------------------------ ----------------------- V (greater than 1.75:1 S&P: BB+ 77.5 18.5 or equal to) Xxxxx'x: Ba1 or better ------------ ------------------------ ------------------- ------------------------ ----------------------- VI (less than) 1.75:1 lower than 77.5 22.5 S&P: BB+ Xxxxx'x: Ba1 or unrated ------------ ------------------------ ------------------- ------------------------ -----------------------
Appears in 1 contract
Applicable Margin. On any date the The Applicable Margin provided for LIBOR Rate Loans and Base Rate Loans in Section 5.1(a) with respect to any Loan (the "Applicable Margin") shall be as based upon the table set forth below based and shall be determined and adjusted quarterly on the ratio date (each a "Calculation Date") ten (10) Business Days after the date by which the Borrowers are required to provide an Officer's Compliance Certificate for the most recently ended fiscal quarter of the Consolidated Total Indebtedness of REIT and its respective Subsidiaries to Borrowers; provided, however, that (a) the Gross Asset Value of REIT and its respective Subsidiaries: Pricing Level Ratio LIBOR Rate Loans Base Rate Loans Pricing Level 1 Less than or equal to 35% 2.50 % 1.25 % Pricing Level 2 Greater than 35% but less than or equal to 40% 2.75 % 1.50 % Pricing Level 3 Greater than 40% but less than or equal to 45% 3.00 % 1.75 % Pricing Level 4 Greater than 45% but less than or equal to 55% 3.25 % 2.00 % Pricing Level Ratio LIBOR Rate Loans Base Rate Loans Pricing Level 5 Greater than 55% 3.50 % 2.25 % The initial Applicable Margin shall be based on Pricing Level III (as shown below) and shall remain at Pricing Level 4III until the first Calculation Date occurring after the Closing Date and, thereafter the Pricing Level shall be determined by reference to the Leverage Ratio as of the last day of the most recently ended fiscal quarter of the Borrowers preceding the applicable Calculation Date, and (b) if the Borrowers fail to provide the Officer's Compliance Certificate as required by Section 8.2 for the most recently ended fiscal quarter of the Borrowers preceding the applicable Calculation Date, the Applicable Margin from such Calculation Date shall be based on Pricing Level I (as shown below) until such time as an appropriate Officer's Compliance Certificate is provided, at which time the Pricing Level shall be determined by reference to the Leverage Ratio as of the last day of the most recently ended fiscal quarter of the Borrowers preceding such Calculation Date. The Applicable Margin shall not be adjusted based upon such ratio, if at all, effective from one Calculation Date until the first (1st) day of the first (1st) month following the delivery by Borrower to the Agent of the Compliance Certificate after the end of a calendar quarternext Calculation Date. 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 Loans shall be at Pricing Level 5 until such failure is cured within any applicable cure period, or waived Any adjustment in writing by the Required Lenders, 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. In the event that the Agent and the Borrower determine that any financial statements previously delivered were incorrect or inaccurate (regardless of whether this Agreement or the Commitments are in effect when such inaccuracy is discovered), and such inaccuracy, if corrected, would have led to the application of a higher Applicable Margin for any period (an “Applicable Period”) than the Applicable Margin applied for such Applicable Period, then (i) the Borrower shall as soon as practicable deliver to the Agent the corrected financial statements for such Applicable Period, (ii) the Applicable Margin shall be determined as if the Pricing Level for such higher Applicable Margin were applicable for such Applicable Periodto all Extensions of Credit then existing or subsequently made or issued. PRICING LEVEL LEVERAGE RATIO LIBOR BASE RATE ------------- --------------------------- ------ --------- I Greater than or equal to 1.250% 0% 3.25 to 1.00 II Greater than or equal to 1.000% 0% 2.75 to 1.00, and (iii) the Borrower shall within three (3) Business Days of demand thereof by the Agent pay but less than 3.25 to the Agent the accrued additional amount owing as a result of such increased Applicable Margin for such Applicable Period1.00 III Greater than or equal to 0.750% 0% 2.25 to 1.00, which payment shall be promptly applied by the Agent in accordance with this Agreement.but less than 2.75 to 1.00 IV Greater than or equal to 0.625% 0% 1.75 to 1.00, but less than 2.25 to 1.00 V Greater than or equal to 0.500% 0% 1.25 to 1.00 but less than 1.75 to 1.0 VI Less than 1.25 to 1.00 0.400% 0%
Appears in 1 contract
Samples: Credit Agreement (Belk Inc)
Applicable Margin. On any date For purposes of calculating (a) the Applicable Margin for interest rate payable with respect to Base Rate Loans, LIBOR Rate Loans or IBOR Rate Loans, and Base Rate Loans (b) the Unused Line Fee in connection with Section 2.2 hereof, the corresponding percentage set forth below, as shall be as set forth below based determined and adjusted quarterly on the ratio date (each a “Calculation Date”) ten (10) Business Days after the date of receipt by the Administrative Agent from LTI of the Consolidated Total Indebtedness Compliance Certificate for the most recently ended fiscal quarter of REIT and its respective Subsidiaries LTI; provided that (x) for the period from the Closing Date to but not including the Gross Asset Value of REIT and its respective Subsidiaries: Pricing Level Ratio LIBOR Rate Loans Base Rate Loans Pricing Level 1 Less than or equal to 35% 2.50 % 1.25 % Pricing Level 2 Greater than 35% but less than or equal to 40% 2.75 % 1.50 % Pricing Level 3 Greater than 40% but less than or equal to 45% 3.00 % 1.75 % Pricing Level 4 Greater than 45% but less than or equal to 55% 3.25 % 2.00 % Pricing Level Ratio LIBOR Rate Loans Base Rate Loans Pricing Level 5 Greater than 55% 3.50 % 2.25 % The initial Calculation Date for the fiscal year ending December 31, 2004, the Applicable Margin shall be at based on Pricing Level 4. The Applicable Margin shall not be adjusted based upon such ratioII (as shown below) and, if at allthereafter, until the first (1st) day of the first (1st) month following the delivery by Borrower to the Agent of the Compliance Certificate after the end of a calendar quarter. 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 Loans shall be at Pricing Level 5 until such failure is cured within any applicable cure period, or waived in writing by the Required Lenders, 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. In the event that the Agent and the Borrower determine that any financial statements previously delivered were incorrect or inaccurate (regardless of whether this Agreement or the Commitments are in effect when such inaccuracy is discovered), and such inaccuracy, if corrected, would have led to the application of a higher Applicable Margin for any period (an “Applicable Period”) than the Applicable Margin applied for such Applicable Period, then (i) the Borrower shall as soon as practicable deliver to the Agent the corrected financial statements for such Applicable Period, (ii) the Applicable Margin shall be determined by reference to the Leverage Ratio as of the last day of the most recently ended fiscal quarter of the Borrower preceding any applicable Calculation Date, and (y) if at any time LTI fails to provide a Compliance Certificate for its most recently ended fiscal quarter preceding the applicable Calculation Date, the Applicable Margin from such Calculation Date shall be based on Pricing Level I (as shown below) until such date as an appropriate Compliance Certificate is provided, at which date (and without any retroactive adjustment to the Calculation Date) the Pricing Level for shall be determined by reference to the Leverage Ratio as of the last day of the most recently ended fiscal quarter of LTI preceding such higher Calculation Date. Except as previously described in the event of tardy delivery of a Compliance Certificate, the Applicable Margin were shall be effective from one Calculation Date until the next Calculation Date. Any adjustment in the Applicable Margin shall be applicable for such Applicable Period, to all Loans then existing or subsequently made and (iii) the Borrower shall within three (3) Business Days of demand thereof by the Agent pay to the Agent the accrued additional amount owing as a result of Unused Line Fees accruing on or after such increased Applicable Margin for such Applicable Period, which payment shall be promptly applied by the Agent in accordance with this Agreement.Calculation Date. Level Leverage Ratio Base Rate Loans LIBOR Rate Loans and IBOR Rate Loans Unused Line Fee I Greater than 2.50:1.00 0.50 % 1.75 % 0.375 % II Less than or equal to 2.50:1.00 but greater than 1.50:1.00 0.00 % 1.50 % 0.25 % III Less than or equal to 1.50:1.00 but greater than 1.00:1.00 0.00 % 1.25 % 0.225 % IV Less than or equal to 1.00:1.00 (0.50 )% 1.00 % 0.20 %
Appears in 1 contract
Samples: Credit Agreement (Lionbridge Technologies Inc /De/)
Applicable Margin. On any date the The Applicable Margin provided for LIBOR Rate Loans and Base Rate Loans in Section 5.1(a) with respect to any Loan (the "Applicable Margin") shall be as based upon the table set forth below based and shall be determined and adjusted quarterly on the ratio date (each a "Calculation Date") ten (10) Business Days after the earlier of (i) the date on which Borrower provides or (ii) the date on which the Borrower is required to provide, an Officer's Compliance Certificate for the most recently ended Fiscal Quarter of the Consolidated Total Indebtedness of REIT and its respective Subsidiaries to Borrower; provided, however, that (A) the Gross Asset Value of REIT and its respective Subsidiaries: Pricing Level Ratio LIBOR Rate Loans Base Rate Loans Pricing Level 1 Less than or equal to 35% 2.50 % 1.25 % Pricing Level 2 Greater than 35% but less than or equal to 40% 2.75 % 1.50 % Pricing Level 3 Greater than 40% but less than or equal to 45% 3.00 % 1.75 % Pricing Level 4 Greater than 45% but less than or equal to 55% 3.25 % 2.00 % Pricing Level Ratio LIBOR Rate Loans Base Rate Loans Pricing Level 5 Greater than 55% 3.50 % 2.25 % The initial Applicable Margin shall be based on Pricing Level II (as shown below) and shall remain at Pricing Level 4. The Applicable Margin shall not be adjusted based upon such ratio, if at all, II until the first (1st) Calculation Date occurring after the Closing Date and, thereafter the Pricing Level shall be determined by reference to the Adjusted Debt to EBITDAR Ratio as of the last day of the first (1st) month following the delivery by Borrower to the Agent most recently ended Fiscal Quarter of the Borrower preceding the applicable Calculation Date, and (B) if the Borrower fails to provide the Officer's Compliance Certificate after the end of a calendar quarter. In the event that Borrower shall fail to deliver to the Agent a quarterly Compliance Certificate on or before the date as required by §7.4(c), then without limiting any other rights Section 8.2 for the most recently ended Fiscal Quarter of the Agent and Borrower preceding the Lenders under this Agreementapplicable Calculation Date, the Applicable Margin for Loans from such Calculation Date shall be at based on Pricing Level 5 I (as shown below) until such failure time as an appropriate Officer's Compliance Certificate is cured within any applicable cure periodprovided, or waived in writing at which time the Pricing Level shall be determined by reference to the Required Lenders, in which event Adjusted Debt to EBITDAR Ratio as of the Applicable Margin shall adjust, if necessary, on the first (1st) last day of the first (1st) month following receipt most recently ended Fiscal Quarter of such Compliance Certificate. In the event that the Agent and the Borrower determine that any financial statements previously delivered were incorrect or inaccurate preceding such Calculation Date. Subject to Sections 5.1(c)(ii)(A) and (regardless of whether this Agreement or B) in the Commitments are in effect when such inaccuracy is discovered)preceding sentence, and such inaccuracy, if corrected, would have led to the application of a higher Applicable Margin for any period (an “Applicable Period”) than the Applicable Margin applied for such Applicable Period, then (i) the Borrower shall as soon as practicable deliver to the Agent the corrected financial statements for such Applicable Period, (ii) the Applicable Margin shall be determined as if effective from one Calculation Date until the Pricing Level for such higher next Calculation Date. Any adjustment in the Applicable Margin were applicable for such Applicable Period, and (iii) the Borrower shall within three (3) Business Days of demand thereof by the Agent pay to the Agent the accrued additional amount owing as a result of such increased Applicable Margin for such Applicable Period, which payment shall be promptly applied by the Agent in accordance with this Agreement.applicable to all Extensions of Credit then existing or subsequently made or issued. Pricing Grid Applicable Base Rate Margin Applicable LIBOR Rate Margin --------------------------------- --------------------------------- Adjusted Debt to Revolving Term B Loan Revolving Term B Loan Level EBITDAR Ratio Credit Facility Facility Credit Facility Facility ---------- ----------------------- ----------------- --------------- ----------------- --------------- I Greater than or equal 1.750% 2.750% 3.000% 4.000% to 3.75 to 1.00 II Greater than or equal 1.500% 2.750% 2.750% 4.000% to 3.25 to 1.00 but less than 3.75 to 1.00 III Greater than or equal 1.250% 2.750% 2.500% 4.000% to 2.75 to 1.00 but less than 3.25 to 1.00
Appears in 1 contract
Samples: Credit Agreement (O Charleys Inc)
Applicable Margin. On any date the The Applicable Margin provided for LIBOR Rate Loans and Base Rate Loans in Section 5.1(a) with respect to any Loan (the “Applicable Margin”) shall be as based upon the table set forth below based and shall be determined and adjusted quarterly on the ratio date (each a “Calculation Date”) ten (10) Business Days after the date by which the Borrowers are required to provide an Officer’s Compliance Certificate for the most recently ended fiscal quarter of the Consolidated Total Indebtedness of REIT and its respective Subsidiaries to Borrowers; provided, however, that (a) the Gross Asset Value of REIT and its respective Subsidiaries: Pricing Level Ratio LIBOR Rate Loans Base Rate Loans Pricing Level 1 Less than or equal to 35% 2.50 % 1.25 % Pricing Level 2 Greater than 35% but less than or equal to 40% 2.75 % 1.50 % Pricing Level 3 Greater than 40% but less than or equal to 45% 3.00 % 1.75 % Pricing Level 4 Greater than 45% but less than or equal to 55% 3.25 % 2.00 % Pricing Level Ratio LIBOR Rate Loans Base Rate Loans Pricing Level 5 Greater than 55% 3.50 % 2.25 % The initial Applicable Margin shall be based on Pricing Level III (as shown below) and shall remain at Pricing Level 4III until the first Calculation Date occurring after the Closing Date and, thereafter the Pricing Level shall be determined by reference to the Leverage Ratio as of the last day of the most recently ended fiscal quarter of the Borrowers preceding the applicable Calculation Date, and (b) if the Borrowers fail to provide the Officer’s Compliance Certificate as required by Section 8.2 for the most recently ended fiscal quarter of the Borrowers preceding the applicable Calculation Date, the Applicable Margin from such Calculation Date shall be based on Pricing Level I (as shown below) until such time as an appropriate Officer’s Compliance Certificate is provided, at which time the Pricing Level shall be determined by reference to the Leverage Ratio as of the last day of the most recently ended fiscal quarter of the Borrowers preceding such Calculation Date. The Applicable Margin shall not be adjusted based upon such ratio, if at all, effective from one Calculation Date until the first (1st) day of the first (1st) month following the delivery by Borrower to the Agent of the Compliance Certificate after the end of a calendar quarternext Calculation Date. 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 Loans shall be at Pricing Level 5 until such failure is cured within any applicable cure period, or waived Any adjustment in writing by the Required Lenders, 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. In the event that the Agent and the Borrower determine that any financial statements previously delivered were incorrect or inaccurate (regardless of whether this Agreement or the Commitments are in effect when such inaccuracy is discovered), and such inaccuracy, if corrected, would have led to the application of a higher Applicable Margin for any period (an “Applicable Period”) than the Applicable Margin applied for such Applicable Period, then (i) the Borrower shall as soon as practicable deliver to the Agent the corrected financial statements for such Applicable Period, (ii) the Applicable Margin shall be determined as if the applicable to all Extensions of Credit then existing or subsequently made or issued. Pricing Level for such higher Applicable Margin were applicable for such Applicable PeriodLeverage Ratio LIBOR Base Rate I Greater than or equal to 3.25 to 1.00 1.125 % 0 % II Greater than or equal to 2.75 to 1.00, and (iii) the Borrower shall within three (3) Business Days of demand thereof by the Agent pay but less than 3.25 to the Agent the accrued additional amount owing as a result of such increased Applicable Margin for such Applicable Period1.00 0.875 % 0 % III Greater than or equal to 2.25 to 1.00, which payment shall be promptly applied by the Agent in accordance with this Agreement.but less than 2.75 to 1.00 0.625 % 0 % 31 Pricing Level Leverage Ratio LIBOR Base Rate IV Greater than or equal to 1.75 to 1.00, but less than 2.25 to 1.00 0.500 % 0 % V Greater than or equal to 1.25 to 1.00 but less than 1.75 to 1.00 0.400 % 0 % VI Less than 1.25 to 1.00 0.350 % 0 %
Appears in 1 contract
Samples: Credit Agreement (Belk Inc)
Applicable Margin. On The Applicable Margin provided for in Section 5.1(a) with respect to any Loan (the “Applicable Margin”) shall be based upon the table set forth below and shall be determined and adjusted quarterly on the date (each a “Calculation Date”) ten (10) Business Days after the date by which the Borrower is required to provide an Officer’s Compliance Certificate for the most recently ended Fiscal Quarter; provided, however, that (a) the initial Applicable Margin shall be based on Pricing Level III (as shown below) and shall remain at Pricing Level III until receipt by the Administrative Agent of the Officer’s Compliance Certificate for the Fiscal Quarter ending on or nearest to December 31, 2005 and, thereafter the Pricing Level shall be determined by reference to the Total Leverage Ratio as of the last day of the most recently ended Fiscal Quarter preceding the applicable Calculation Date, and (b) if the Borrower fails to provide the Officer’s Compliance Certificate as required by Section 8.2 for the most recently ended Fiscal Quarter preceding the applicable Calculation Date, the Applicable Margin for LIBOR Rate Loans and Base Rate Loans from such Calculation Date shall be as set forth below based on Pricing Level IV (as shown below) until such time as an appropriate Officer’s Compliance Certificate is provided, at which time (but with no retroactive effect) the ratio Pricing Level shall be determined by reference to the Total Leverage Ratio as of the Consolidated Total Indebtedness last day of REIT and its respective Subsidiaries the most recently ended Fiscal Quarter preceding such Calculation Date; provided further, however, that the Applicable Margin, with respect to any Incremental Term Loan of any Series shall be agreed upon at the Gross Asset Value time the Incremental Commitments of REIT and its respective Subsidiaries: Pricing Level Ratio LIBOR Rate such Series are established pursuant to Section 14.24. The Applicable Margin shall be effective from one Calculation Date until the next Calculation Date. Any adjustment in the Applicable Margin shall be applicable to all Extensions of Credit then existing or subsequently made or issued. Revolving Credit Loans Base Rate Initial Term Loans Pricing Level 1 Total Leverage Ratio LIBOR Base Rate LIBOR Base Rate IV Greater than 3.00 to 1.00 2.25 % 1.25 % 2.00 % 1.00 % Greater than 2.50 to 1.00, but less than or III equal to 3.00 to 1.00 2.00 % 1.00 % 2.00 % 1.00 % Greater than 2.00 to 1.00, but less than or II equal to 2.50 to 1.00 1.75 % 0.75 % 2.00 % 1.00 % I Less than or equal to 35% 2.50 % 1.25 % Pricing Level 2 Greater than 35% but less than or equal to 40% 2.75 % 2.00 1.50 % Pricing Level 3 Greater than 40% but less than or equal to 45% 3.00 0.50 % 1.75 % Pricing Level 4 Greater than 45% but less than or equal to 55% 3.25 % 2.00 % Pricing Level Ratio LIBOR Rate Loans Base Rate Loans Pricing Level 5 Greater than 55% 3.50 % 2.25 % The initial Applicable Margin shall be at Pricing Level 4. The Applicable Margin shall not be adjusted based upon such ratio, if at all, until the first (1st) day of the first (1st) month following the delivery by Borrower to the Agent of the Compliance Certificate after the end of a calendar quarter. 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 Loans shall be at Pricing Level 5 until such failure is cured within any applicable cure period, or waived in writing by the Required Lenders, 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. In the event that the Agent and the Borrower determine that any financial statements previously delivered were incorrect or inaccurate (regardless of whether this Agreement or the Commitments are in effect when such inaccuracy is discovered), and such inaccuracy, if corrected, would have led to the application of a higher Applicable Margin for any period (an “Applicable Period”) than the Applicable Margin applied for such Applicable Period, then (i) the Borrower shall as soon as practicable deliver to the Agent the corrected financial statements for such Applicable Period, (ii) the Applicable Margin shall be determined as if the Pricing Level for such higher Applicable Margin were applicable for such Applicable Period, and (iii) the Borrower shall within three (3) Business Days of demand thereof by the Agent pay to the Agent the accrued additional amount owing as a result of such increased Applicable Margin for such Applicable Period, which payment shall be promptly applied by the Agent in accordance with this Agreement.0.75 %
Appears in 1 contract
Samples: Credit Agreement (Geo Group Inc)
Applicable Margin. On The Applicable Margin provided for in Section 6.1(a) with respect to any Loan (the “Applicable Margin”) shall be based upon the table set forth below and shall be determined by reference to Average Excess Availability as of the last day of the most recently ended month preceding the applicable Calculation Date and adjusted monthly on each date (each, a “Calculation Date”) that is the earlier of (i) the date on which the Credit Parties provide, or (ii) the date on which the Credit Parties are required to provide, the reports and other information required to be provided for each month pursuant to Section 9.4(b); provided, however, that if the Credit Parties fail to provide the reports and other information as required by Section 9.4(b) for the most recently ended month preceding the applicable Calculation Date, the Applicable Margin for LIBOR Rate Loans and Base Rate Loans from such Calculation Date shall be as set forth below based on the ratio of the Consolidated Total Indebtedness of REIT and its respective Subsidiaries to the Gross Asset Value of REIT and its respective Subsidiaries: Pricing Level Ratio LIBOR Rate Loans Base Rate Loans Pricing Level 1 Less than or equal to 35% 2.50 % 1.25 % Pricing Level 2 Greater than 35% but less than or equal to 40% 2.75 % 1.50 % Pricing Level 3 Greater than 40% but less than or equal to 45% 3.00 % 1.75 % Pricing Level 4 Greater than 45% but less than or equal to 55% 3.25 % 2.00 % Pricing Level Ratio LIBOR Rate Loans Base Rate Loans Pricing Level 5 Greater than 55% 3.50 % 2.25 % The initial I (as shown below) until such time as such reports and other information is provided as required by Section 9.4(b), at which time the Applicable Margin shall be at Pricing Level 4determined by reference to Average Excess Availability as of the last day of the most recently ended month preceding such Calculation Date. The Applicable Margin shall not be adjusted based upon such ratio, if at all, effective from one Calculation Date until the first next Calculation Date. Automatically upon the occurrence and during the continuance of any Event of Default under Section 13.1(a), (1stb), (j) day or (k), and at the election of the first (1st) month following Required Lenders upon the delivery by Borrower to occurrence and during the Agent continuance of the Compliance Certificate after the end of a calendar quarter. 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 Event of the Agent and the Lenders under this AgreementDefault, the Applicable Margin for Loans shall be at based on Pricing Level 5 until such failure is cured within any applicable cure period, or waived I. Any adjustment in writing by the Required Lenders, in which event the Applicable Margin shall adjustbe applicable to all Extensions of Credit then existing or subsequently made or issued. Pricing Revolving Credit Facility Level Average Excess Availability LIBOR Base Rate I Less than $25,000,000 1.50 % 0.25 % II Greater than or equal to $25,000,000 but less than $50,000,000 1.25 % 0.00 % III Greater than or equal to $50,000,000 1.00 % -0.25 % Notwithstanding the foregoing, if necessaryhowever, on the first (1st) day of the first (1st) month following receipt of such Compliance Certificate. In in the event that the Agent and the Borrower determine that any financial statements previously information regarding Average Excess Availability delivered were incorrect or inaccurate (regardless of whether pursuant to this Agreement or the Commitments are in effect when such inaccuracy is discovered)shown to be inaccurate, and such inaccuracy, if corrected, would have led to the application of a higher Applicable Margin Margins for any period (an a “Applicable Margin Rate Period”) than the Applicable Margin Margins actually applied for such Applicable Margin Rate Period, then (ia) the Borrower Parent shall as soon as practicable immediately deliver to the Administrative Agent a certificate calculating the corrected financial statements correct Average Excess Availability for such Applicable Margin Rate Period, (iib) the Applicable Margin Margins shall be determined as if the Pricing Level for such higher correct Applicable Margin Margins (as shown above) were applicable for such Applicable Margin Rate Period, and (iiic) the Borrower Borrowers shall within three (3) Business Days of demand thereof by the Agent pay immediately deliver to the Administrative Agent full payment in respect of the accrued additional amount owing interest on the Obligations as a result of such increased Applicable Margin Margins for such Applicable Margin Rate Period, which payment shall be promptly applied by the Administrative Agent in accordance with this Agreementto the affected Obligations.
Appears in 1 contract
Samples: Credit Agreement (La-Z-Boy Inc)
Applicable Margin. On any date the Applicable Margin for LIBOR Rate Loans and Base Rate Loans shall be as set forth below based on the ratio of the Consolidated Total Indebtedness of REIT Parent Company and its respective Subsidiaries to the Gross Asset Value of REIT Parent Company and its respective Subsidiaries: Pricing Level Ratio LIBOR Rate Loans Base Rate Loans Pricing Level 1 Less than or equal to 35% 2.50 2.10 % 1.25 1.10 % Pricing Level 2 Greater than 35% but less than or equal to 4045% 2.75 2.35 % 1.50 1.35 % Pricing Level 3 Greater than 40% but less than or equal to 45% 3.00 % 1.75 % Pricing Level 4 Greater than 45% but less than or equal to 5550% 3.25 2.60 % 2.00 1.60 % Pricing Level Ratio LIBOR Rate Loans Base Rate Loans Pricing Level 5 4 Greater than 5550% 3.50 2.85 % 2.25 1.85 % The initial Applicable Margin shall be at Pricing Level 42. The Applicable Margin shall not be adjusted based upon such ratio, if at all, until the first (1st) day of the first (1st) month following the delivery by Borrower Parent Company to the Agent of the Compliance Certificate after the end of a calendar quarter. In the event that Borrower Parent Company 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 4 until such failure is cured within any applicable cure period, or waived in writing by the Required Lenders, 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. In the event that the Agent and the Borrower determine that any financial statements previously delivered were incorrect or inaccurate (regardless of whether this Agreement or the Revolving Credit Commitments or Term Loan Commitments are in effect when such inaccuracy is discovered), and such inaccuracy, if corrected, would have led to the application of a higher Applicable Margin for any period (an “Applicable Period”) than the Applicable Margin applied for such Applicable Period, then (i) the Borrower shall as soon as practicable deliver to the Agent the corrected financial statements for such Applicable Period, (ii) the Applicable Margin shall be determined as if the Pricing Level for such higher Applicable Margin were applicable for such Applicable Period, and (iii) the Borrower shall within three (3) Business Days of demand thereof by the Agent pay to the Agent the accrued additional amount owing as a result of such increased Applicable Margin for such Applicable Period, which payment shall be promptly applied by the Agent in accordance with this Agreement.
Appears in 1 contract
Applicable Margin. On any date The term “Applicable Margin” means the annual percentage rate to be added to LIBOR to determine the LIBOR Rate under this Agreement. Initially, the Applicable Margin for LIBOR Rate Loans and Base Rate Loans shall be 1.80% per annum. The Applicable Margin will be adjusted (up or down) on a quarterly basis as set forth below based on determined by Borrower’s Total Funded Debt to EBITDA ratio. Adjustments in the ratio of the Consolidated Total Indebtedness of REIT and its respective Subsidiaries Applicable Margin will be determined by reference to the Gross Asset Value of REIT and its respective Subsidiariesfollowing grid: Pricing Level If Total Funded Debt to EBITDA Ratio LIBOR Rate Loans Base Rate Loans Pricing Level 1 is: Then Applicable Margin is: Greater than or equal to 1.75 2.25% Greater than 1.0 but less than 1.75 1.80% Less than or equal to 351.0 1.50% 2.50 % 1.25 % Pricing Level 2 Greater than 35% but less than or equal to 40% 2.75 % 1.50 % Pricing Level 3 Greater than 40% but less than or equal to Within forty-five (45% 3.00 % 1.75 % Pricing Level 4 Greater than 45% but less than or equal to 55% 3.25 % 2.00 % Pricing Level Ratio LIBOR Rate Loans Base Rate Loans Pricing Level 5 Greater than 55% 3.50 % 2.25 % The initial Applicable Margin shall be at Pricing Level 4. The Applicable Margin shall not be adjusted based upon such ratio, if at all, until the first (1st) day days of the first end of each Fiscal Quarter of Borrower (1stprovided that Borrower shall have ninety (90) month following the delivery by Borrower to the Agent of the Compliance Certificate days after the end of a calendar quarter. In the event that each Fiscal Year), Borrower shall fail to (a) deliver to the Agent a quarterly Compliance Certificate on or before the date required by §7.4(cBANK its Financial Statements covering such Fiscal Quarter (which shall be management prepared financial statements for purposes hereof), (b) deliver to BANK the quarterly financial covenant compliance certificate of Borrower, and (c) certify to Bank the then without limiting any Total Funded Debt to EBITDA ratio of Borrower and Borrower's determination of Applicable Margin therefrom on such form as the Bank may from time to time specify. Borrower shall also Commercial Loan Agreement – Micronetics, Inc. provide to the Bank such other rights reasonable information as Bank may request of Borrower to verify its determination of the Agent and Applicable Margin. As of the Lenders under this Agreementtenth (10th) Business Day after the Borrower's delivery of all of the above-referenced items to the Bank, the Bank shall notify Borrower of its determination of the Applicable Margin. The new Applicable Margin for Loans as so determined by the BANK shall be at Pricing Level 5 until effective as to all then outstanding LIBOR Advances and all new LIBOR Advances thereafter made, and such failure is cured within any applicable cure period, or waived in writing by the Required Lenders, in which event the new Applicable Margin shall adjust, if necessary, on the first (1st) day of the first (1st) month following receipt of such Compliance Certificate. In the event that the Agent and the Borrower determine that any financial statements previously delivered were incorrect or inaccurate (regardless of whether this Agreement or the Commitments are remain in effect when such inaccuracy is discovered), and such inaccuracy, if corrected, would have led to through the application next date upon which the determination of a higher new Applicable Margin for becomes effective in accordance with the above provisions. Notwithstanding the foregoing, upon any period (an “Applicable Period”) than the Applicable Margin applied for such Applicable PeriodEvent of Default, then (i) the Borrower shall as soon as practicable deliver to the Agent the corrected financial statements for such Applicable Period, (ii) the Applicable Margin shall be determined as if the Pricing Level for such higher Applicable Margin were applicable for such Applicable Period, and (iii) the Borrower shall within three (3) Business Days of demand thereof by the Agent pay to the Agent the accrued additional amount owing as a result of such increased Applicable Margin for such Applicable Period, which payment shall be promptly applied by the Agent in accordance with this Agreement2.25%.
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Applicable Margin. On any date date, the Applicable Margin for LIBOR Rate Loans and Base Rate Loans shall be a percentage per annum as set forth below based on the ratio of the Consolidated Total Indebtedness of REIT and its respective Subsidiaries to the Gross Borrower’s Consolidated Total Adjusted Asset Value of REIT and its respective SubsidiariesValue: Pricing Level Ratio Applicable Margin for LIBOR Rate Loans Applicable Margin for Base Rate Loans Pricing Level 1 Less than or equal to 3545% 2.50 2.25 % 1.25 % Pricing Level 2 Greater Equal to or greater than 3545% but less than or equal to 4060% 2.75 2.50 % 1.50 % Pricing Level 3 Greater Equal to or greater than 40% but less than or equal to 4560% 3.00 % 1.75 % Pricing Level 4 Greater than 45% but less than or equal to 55% 3.25 % 2.00 % Pricing Level Ratio LIBOR Rate Loans Base Rate Loans Pricing Level 5 Greater than 55% 3.50 % 2.25 % The initial Applicable Margin shall be at Pricing Level 42. The Applicable Margin for each Base Rate Loan shall be determined by reference to the ratio of Consolidated Total Indebtedness to Consolidated Total Adjusted Asset Value in effect from time to time, and the Applicable Margin for any Interest Period for all LIBOR Rate Loans comprising part of the same borrowing shall be determined by reference to the ratio of Consolidated Total Indebtedness to Consolidated Total Adjusted Asset Value in effect on the first (1st) day of such Interest Period. The Applicable Margin shall not be adjusted based upon such ratio, if at all, until the first (1st) day of the first (1st) month following the delivery by Borrower REIT to the Agent of the Compliance Certificate after the end of a calendar quarter. In the event that Borrower REIT 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 3 until such failure is cured within any applicable cure period, or waived in writing by the Required Lenders, Lenders 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. In the event that the Agent and Agent, REIT or the Borrower determine that any financial statements previously delivered were incorrect or inaccurate (regardless of whether this Agreement or the Commitments are in effect when such inaccuracy is discovered), and such inaccuracy, if corrected, would have led to the application of a higher Applicable Margin for any period (an “Applicable Period”) than the Applicable Margin applied for such Applicable Period, then (ia) the Borrower shall as soon as practicable deliver to the Agent the corrected financial statements for such Applicable Period, (iib) the Applicable Margin shall be determined as if the Pricing Level for such higher Applicable Margin were applicable for such Applicable Period, and (iiic) the Borrower shall within three (3) Business Days of demand thereof by the Agent pay to the Agent the accrued additional amount owing as a result of such increased Applicable Margin for such Applicable Period, which payment shall be promptly applied by the Agent in accordance with this Agreement.
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Applicable Margin. On (i) The Applicable Margin provided for in Section 5.1(a) with respect to any Revolving Credit Loans and Swingline Loans (the "APPLICABLE MARGIN") shall be based upon the table set forth below and shall be determined and adjusted quarterly on the date (each a "CALCULATION DATE") ten (10) Business Days after the date by which the Borrower is required to provide an Officer's Compliance Certificate for the most recently ended fiscal quarter of the Borrower; PROVIDED, HOWEVER, that (A) the initial Applicable Margin for LIBOR Rate the Revolving Credit Loans and Base Rate Swingline Loans shall be as set forth below based on the ratio of the Consolidated Total Indebtedness of REIT and its respective Subsidiaries to the Gross Asset Value of REIT and its respective Subsidiaries: Pricing Level Ratio LIBOR Rate Loans Base Rate Loans Pricing Level 1 Less than or equal to 35% 2.50 % 1.25 % Pricing Level 2 Greater than 35% but less than or equal to 40% 2.75 % 1.50 % Pricing Level 3 Greater than 40% but less than or equal to 45% 3.00 % 1.75 % Pricing Level 4 Greater than 45% but less than or equal to 55% 3.25 % 2.00 % Pricing Level Ratio LIBOR Rate Loans Base Rate Loans Pricing Level 5 Greater than 55% 3.50 % 2.25 % The initial Applicable Margin IV (as shown below) and shall be remain at Pricing Level 4. The Applicable Margin IV until December 31, 2001, and, thereafter the Pricing Level shall not be adjusted based upon such ratio, if at all, until determined by reference to the first (1st) Total Leverage Ratio as of the last day of the first (1st) month following the delivery by Borrower to the Agent most recently ended fiscal quarter of the Borrower preceding the applicable Calculation Date, and (B) if the Borrower fails to provide the Officer's Compliance Certificate after the end of a calendar quarter. In the event that Borrower shall fail to deliver to the Agent a quarterly Compliance Certificate on or before the date as required by §7.4(c), then without limiting any other rights Section 8.2 for the most recently ended fiscal quarter of the Agent and Borrower preceding the Lenders under this Agreementapplicable Calculation Date, the Applicable Margin for Revolving Credit Loans and Swingline Loans from such Calculation Date shall be based on Pricing Level IV (as shown below) until such time as an appropriate Officer's Compliance Certificate is provided, at which time the Pricing Level shall be determined by reference to the Total Leverage Ratio as of the last day of the most recently ended fiscal quarter of the Borrower preceding such Calculation Date. The Applicable Margin for Revolving Credit Loans and Swingline Loans shall be at Pricing Level 5 effective from one Calculation Date until such failure is cured within any applicable cure period, or waived the next Calculation Date. Any adjustment in writing by the Required Lenders, 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. In the event that the Agent and the Borrower determine that any financial statements previously delivered were incorrect or inaccurate (regardless of whether this Agreement or the Commitments are in effect when such inaccuracy is discovered), and such inaccuracy, if corrected, would have led to the application of a higher Applicable Margin for any period (an “Applicable Period”) than the Applicable Margin applied for such Applicable Period, then (i) the Borrower shall as soon as practicable deliver to the Agent the corrected financial statements for such Applicable Period, (ii) the Applicable Margin shall be determined as if the Pricing Level for such higher Applicable Margin were applicable for such Applicable Period, and (iii) the Borrower shall within three (3) Business Days to all Extensions of demand thereof by the Agent pay to the Agent the accrued additional amount owing as a result of such increased Applicable Margin for such Applicable Period, which payment shall be promptly applied by the Agent in accordance with this AgreementCredit then existing or subsequently made or issued.
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Applicable Margin. On any 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 for LIBOR Rate Loans and Base Rate Loans shall be as the applicable margin set forth below based with respect to the Leverage Ratio, as determined for the period ending on the ratio of fiscal quarter ended immediately preceding the Consolidated Total Indebtedness of REIT and its respective Subsidiaries to the Gross Asset Value of REIT and its respective Subsidiaries: Pricing Level Ratio applicable Rate Adjustment Period. LEVEL LEVERAGE RATIO PRIME RATE LOANS LIBOR Rate Loans Base Rate Loans Pricing Level 1 RATE LOANS UNUSED LINE FEE RATE IV Greater than 1.50:1.00 [*]% [*]% [*]% III Less than or equal to 351.50:1.00 but greater than 1.25:1.00 [*]% 2.50 [*]% 1.25 [*]% Pricing Level 2 Greater than 35% but less II Less than or equal to 401.25:1.00 but greater than 0.75:1.00 [*]% 2.75 [*]% 1.50 [*]% Pricing Level 3 Greater than 40% but less I Less than or equal to 450.75:1.00 [*]% 3.00 [*]% 1.75 [*]% Pricing Level 4 Greater than 45% but less than or equal to 55% 3.25 % 2.00 % Pricing Level Ratio LIBOR Rate Notwithstanding the foregoing, (a) for Loans Base Rate Loans Pricing Level 5 Greater than 55% 3.50 % 2.25 % The initial Applicable Margin shall be at Pricing Level 4. The Applicable Margin shall not be adjusted based upon such ratiooutstanding, if at all, until the Letter of Credit Fees and the commitment fees payable during the period commencing on the Closing Date through the date immediately preceding the first (1st) day of the first (1st) month following the delivery by Borrower Adjustment Date to the Agent of the Compliance Certificate occur after the end of a calendar quarter. 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)Closing Date, 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 until such failure is cured within any applicable cure period, or waived in writing by the Required Lenders, 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. In the event that the Agent and the Borrower determine that any financial statements previously delivered were incorrect or inaccurate (regardless of whether this Agreement or the Commitments are in effect when such inaccuracy is discovered), and such inaccuracy, if corrected, would have led to the application of a higher Applicable Margin for any period (an “Applicable Period”) than the Applicable Margin applied for such Applicable Period, then (i) the Borrower shall as soon as practicable deliver to the Agent the corrected financial statements for such Applicable Period, (ii) the Applicable Margin shall be determined as if the Pricing Level for such higher Applicable Margin were applicable for such Applicable PeriodI set forth above, and (iiib) if the Borrower Borrowers fail to deliver any Compliance Certificate pursuant to §7.4(c) 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 within three (3) Business Days be the highest Applicable Margin set forth above. Balance Sheet Date. January 1, 2006. Bank of demand thereof America. Bank of America, N.A. Bank's Head Office. 00 Xxxxx Xxxxx Xxxxxx, Xxxxxxxx, Xxxxxxxxxxx 00000. Bank's Special Counsel. Xxxxx Xxxxxx & Xxxxxx, LLP or such other counsel as may be approved by the Agent pay to Bank. Borrowers. As defined in the Agent the accrued additional amount owing as a result of such increased Applicable Margin for such Applicable Period, which payment shall be promptly applied by the Agent in accordance with this Agreementpreamble hereto.
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Samples: Multicurrency Revolving Credit Agreement (Rogers Corp)
Applicable Margin. On any date The applicable margin provided for in Section 3.1(a) with respect to the Eurodollar Loans (the "Applicable Margin") shall be determined by reference to the Leverage Ratio as of the end of each fiscal quarter, as follows: Leverage Ratio Applicable Margin for LIBOR Rate Loans and Base Rate Loans shall be as set forth below based on the ratio of the Consolidated Total Indebtedness of REIT and its respective Subsidiaries to the Gross Asset Value of REIT and its respective Subsidiaries: Pricing Level Ratio LIBOR Rate Loans Base Rate Loans Pricing Level 1 Less Per Annum -------------- --------------------------- Greater than or equal to 352.00% 2.50 % 1.25 % Pricing Level 2 .50 to 1.00 Greater than 35% but less than or equal to 401.75% 2.75 % 1.50 % Pricing Level 3 Greater than 40% .375 to 1.00 but less than or equal .50 to 451.00 Less than .375 to 1.00 1.50% 3.00 % 1.75 % Pricing Level 4 Greater than 45% but less than or equal Adjustments, if any, in the Applicable Margin based on the Leverage Ratio shall be made by the Administrative Agent on the tenth (10th) Business Day (each an "Adjustment Date") after receipt by the Administrative Agent of quarterly financial statements for GTA and the other Credit Parties and the accompanying Officer's Compliance Certificate setting forth the Leverage Ratio of GTA and the other Credit Parties as of the most recent fiscal quarter end. Subject to 55% 3.25 % 2.00 % Pricing Level Ratio LIBOR Rate Loans Base Rate Loans Pricing Level 5 Greater than 55% 3.50 % 2.25 % The initial Section 3.1(c), in the event such financial statements and certificate of covenant compliance are not delivered within the time required by Sections 7.1 and 7.2, the Applicable Margin shall be at Pricing Level 4. The the highest Applicable Margin shall not be adjusted based upon such ratio, if at all, set forth above until the first (1st) day of the first (1st) month Adjustment Date following the delivery by Borrower to the Agent of the Compliance Certificate after the end of a calendar quarter. 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 Loans shall be at Pricing Level 5 until such failure is cured within any applicable cure period, or waived in writing by the Required Lenders, 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 Certificatefinancial statements and certificate or evidence of covenant compliance, as applicable. In Notwithstanding the event that the Agent and foregoing, at such time as the Borrower determine that any financial statements previously delivered were incorrect or inaccurate GTA obtains an investment-grade senior debt rating by Xxxxx'x and S&P (regardless of whether this Agreement or the Commitments are in effect when such inaccuracy is discovered), "Dual Rating") and such inaccuracy, if corrected, would have led to the application of a higher Applicable Margin for any period (an “Applicable Period”) than the Applicable Margin applied for such Applicable Period, then (i) so long as the Borrower shall as soon as practicable deliver to the Agent the corrected financial statements for or GTA retains such Applicable PeriodDual Rating, (ii) the Applicable Margin shall be determined as if the Pricing Level for such higher Applicable Margin were applicable for such Applicable Period, and (iii) the Borrower shall within three (3) Business Days of demand thereof by the Agent pay reference to the Agent the accrued additional amount owing as a result lower of such increased Applicable Margin for such Applicable Period, which payment shall be promptly applied by the Agent Xxxxx'x or S&P's ratings thereof in accordance with this Agreementthe following pricing matrix: Senior Debt Rating Applicable Margin Per Annum ------------------ --------------------------- BBB/Baa2 or higher 1.25% BBB-/Baa3 1.35% ; provided, that, in the event the Borrower or GTA obtains an investment-grade senior debt rating by either Xxxxx'x (Baa3 or higher) or S&P (BBB- or higher) (the "Senior Rating"), and provided the rating of the other rating agency is not less than the grade immediately below investment grade (i.e., Ba1 if Xxxxx'x and BB+ if S&P) (the "Junior Rating" and collectively with the Senior Rating, the "Combined Rating")) and for so long as the Borrower or GTA retains such Combined Rating, the Applicable Margin shall be 1.50% per annum. In the event the Borrower or GTA, as applicable, loses (i) the Dual Rating or (ii) the Senior Rating or the Junior Rating, as applicable, the Applicable Margin shall thereafter be determined by reference to the Leverage Ratio as provided above until such time as the Borrower or GTA obtains a Dual Rating or a Combined Rating.
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Applicable Margin. On any date the The Applicable Margin provided for LIBOR Rate Loans and Base Rate Loans in Section 3.1(a) with respect to any Construction Loan Advance (the "Applicable Margin") shall be as based upon the table set forth below based and shall be determined and adjusted quarterly on the ratio date (each a "Calculation Date") ten (10) Business Days after the date by which the Borrower is required to provide an Officer's Compliance Certificate for the most recently ended fiscal quarter of the Consolidated Total Indebtedness of REIT and its respective Subsidiaries to Borrower; provided, however, that (i) the Gross Asset Value of REIT and its respective Subsidiaries: Pricing Level Ratio LIBOR Rate Loans Base Rate Loans Pricing Level 1 Less than or equal to 35% 2.50 % 1.25 % Pricing Level 2 Greater than 35% but less than or equal to 40% 2.75 % 1.50 % Pricing Level 3 Greater than 40% but less than or equal to 45% 3.00 % 1.75 % Pricing Level 4 Greater than 45% but less than or equal to 55% 3.25 % 2.00 % Pricing Level Ratio LIBOR Rate Loans Base Rate Loans Pricing Level 5 Greater than 55% 3.50 % 2.25 % The initial Applicable Margin shall be at Pricing Level 4. The Applicable Margin 3.50% for Eurodollar Rate Loans and 2.25% for Base Rate Loans and shall not be adjusted based upon such ratio, if at all, remain in effect until the first (1st) day of the first (1st) month following the delivery by Borrower to the Agent of the Compliance Certificate after the end of a calendar quarter. 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 Initial Pricing Adjustment Date and the Lenders under this Agreement, the Applicable Margin for Loans shall be at Pricing Level 5 until such failure is cured within any applicable cure period, or waived in writing by the Required Lenders, 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. In the event that the Agent and the Borrower determine that any financial statements previously delivered were incorrect or inaccurate (regardless of whether this Agreement or the Commitments are in effect when such inaccuracy is discovered), and such inaccuracy, if corrected, would have led to the application of a higher Applicable Margin for any period (an “Applicable Period”) than the Applicable Margin applied for such Applicable Period, then (i) the Borrower shall as soon as practicable deliver to the Agent the corrected financial statements for such Applicable Period, (ii) thereafter the Applicable Margin shall be determined by reference to the Guarantor Leverage Ratio as of the last day of the most recently ended fiscal quarter of the Borrower preceding the applicable Calculation Date and (ii) if the Borrower fails to provide the Officer's Compliance Certificate as required by Section 6.2 for the most recently ended fiscal quarter of the Borrower preceding the applicable Calculation Date, the Applicable Margin from such Calculation Date shall be based on Pricing Level IV (as shown below) until such time as an appropriate Officer's Compliance Certificate is provided, at which time the Pricing Level for shall be determined by reference to the Guarantor Leverage Ratio as of the last day of the most recently ended fiscal quarter of the Borrower preceding such higher Calculation Date. The Applicable Margin were applicable for such Applicable Period, and (iii) shall be effective from one Calculation Date until the Borrower shall within three (3) Business Days of demand thereof by next Calculation Date. Any adjustment in the Agent pay to the Agent the accrued additional amount owing as a result of such increased Applicable Margin for such Applicable Period, which payment shall be promptly applied by the Agent in accordance with this Agreement.applicable to all Construction Loan Advances then existing or subsequently made or issued. Applicable Margin --------------------- Eurodollar Base Rate Pricing Level Guarantor Leverage Ratio Rate ------------- ------------------------ ---- --------- I Less than or equal to 2.00 to 1.00 2.50% 1.25% XXX Less than or equal to 2.50 to 1.00 but greater than 2.00 to 1.00 2.75% 1.50% XXX Less than or equal to 3.00 to 1.00 but greater than 2.50 to 1.00 3.00% 1.75% IV Greater than 3.00 to 1.00 3.50% 2.25%
Appears in 1 contract
Samples: Loan Agreement (Medcath Corp)
Applicable Margin. (a) On any date date, the Applicable Margin for LIBOR Rate Loans and Base Rate Loans shall be a percentage per annum as set forth below based on the ratio of the Consolidated Total Indebtedness of REIT and its respective Subsidiaries to the Gross Asset Value of REIT and its respective SubsidiariesValue: Pricing Level Ratio Applicable Margin for LIBOR Rate Loans Applicable Margin for Base Rate Loans Pricing Level 1 Less than or equal to 3550% 2.50 2.50% 1.25 1.50% Pricing Level 2 Greater Xxxxx 0 Equal to or greater than 3550% but less than or equal to 4055% 2.75 2.75% 1.50 1.75% Pricing Level 3 Greater Xxxxx 0 Equal to or greater than 4055% but less than or equal to 4560% 3.00 3.00% 1.75 2.00% Pricing Level 4 Greater Xxxxx 0 Equal to or greater than 4560% but less than or equal to 553.25% 3.25 % 2.00 % Pricing Level Ratio LIBOR Rate Loans Base Rate Loans Pricing Level 5 Greater than 55% 3.50 % 2.25 2.25% The initial Applicable Margin shall be at Pricing Level 41. At such time as this subparagraph (a) is applicable, the Applicable Margin for each Base Rate Loan shall be determined by reference to the ratio of Consolidated Total Indebtedness to Gross Asset Value in effect from time to time, and the Applicable Margin for any Interest Period for all LIBOR Rate Loans comprising part of the same borrowing shall be determined by reference to the ratio of Consolidated Total Indebtedness to Gross Asset Value in effect on the first (1st) day of such Interest Period. The Applicable Margin shall not be adjusted based upon such ratio, if at all, until the first (1st) day of the first (1st) month following the delivery by Borrower the REIT to the Agent of the Compliance Certificate after the end of a calendar quarter. In the event that Borrower the REIT 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 4 commencing on the first (1st) Business Day following such failure and continuing until such failure is cured within any applicable cure period, or waived in writing by the Required Lenders, 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. In the event that the Agent and Agent, the REIT or the Borrower determine that any financial statements previously delivered were incorrect or inaccurate (regardless of whether this Agreement or the Commitments are in effect when such inaccuracy is discovered), and such inaccuracy, if corrected, would have led to the application of a higher Applicable Margin for any period pursuant to this subparagraph (a) (an “Applicable Period”) than the Applicable Margin applied for such Applicable Period, then (ia) the Borrower shall as soon as practicable deliver to the Agent the corrected financial statements for such Applicable Period, (iib) the Applicable Margin shall be determined as if the Pricing Level for such higher Applicable Margin were applicable for such Applicable Period, and (iiic) the Borrower shall within three (3) Business Days of demand thereof by the Agent pay to the Agent the accrued additional amount owing as a result of such increased Applicable Margin for such Applicable Period, which payment shall be promptly applied by the Agent in accordance with this Agreement.
Appears in 1 contract
Samples: Credit Agreement (Monogram Residential Trust, Inc.)
Applicable Margin. On any date the The Applicable Margin provided for LIBOR Rate Loans and Base Rate Loans in Section 4.1 (a) with respect to any Loan (the "Applicable Margin") shall be as based upon the table set forth below based and shall be determined and adjusted quarterly on the ratio date (each a "Calculation Date") ten (10) Business Days after the date by which the Borrowers are required to provide an Officer's Compliance Certificate for the most recently ended fiscal quarter of the Consolidated Total Indebtedness of REIT and its respective Subsidiaries to Borrowers; provided, however, that (a) the Gross Asset Value of REIT and its respective Subsidiaries: Pricing Level Ratio LIBOR Rate Loans Base Rate Loans Pricing Level 1 Less than or equal to 35% 2.50 % 1.25 % Pricing Level 2 Greater than 35% but less than or equal to 40% 2.75 % 1.50 % Pricing Level 3 Greater than 40% but less than or equal to 45% 3.00 % 1.75 % Pricing Level 4 Greater than 45% but less than or equal to 55% 3.25 % 2.00 % Pricing Level Ratio LIBOR Rate Loans Base Rate Loans Pricing Level 5 Greater than 55% 3.50 % 2.25 % The initial Applicable Margin shall be based on Pricing Level II (as shown below) and shall remain at Pricing Level 4II until the first Calculation Date occurring after the Closing Date and, thereafter the Pricing Level shall be determined by reference to the Leverage Ratio as of the last day of the most recently ended fiscal quarter of the Borrowers preceding the applicable Calculation Date, and (b) if the Borrowers fail to provide the Officer's Compliance Certificate as required by Section 7.2 for the most recently ended fiscal quarter of the Borrowers preceding the applicable Calculation Date, the Applicable Margin from such Calculation Date shall be based on Pricing Level I (as shown below) until such time as an appropriate Officer's Compliance Certificate is provided, at which time the Pricing Level shall be determined by reference to the Leverage Ratio as of the last day of the most recently ended fiscal quarter of the Borrowers preceding such Calculation Date. The Applicable Margin shall not be adjusted based upon such ratio, if at all, effective from one Calculation Date until the first (1st) day of the first (1st) month following the delivery by Borrower to the Agent of the Compliance Certificate after the end of a calendar quarternext Calculation Date. 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 Loans shall be at Pricing Level 5 until such failure is cured within any applicable cure period, or waived Any adjustment in writing by the Required Lenders, 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. In the event that the Agent and the Borrower determine that any financial statements previously delivered were incorrect or inaccurate (regardless of whether this Agreement or the Commitments are in effect when such inaccuracy is discovered), and such inaccuracy, if corrected, would have led to the application of a higher Applicable Margin for any period (an “Applicable Period”) than the Applicable Margin applied for such Applicable Period, then (i) the Borrower shall as soon as practicable deliver to the Agent the corrected financial statements for such Applicable Period, (ii) the Applicable Margin shall be determined as if the Pricing Level for such higher Applicable Margin were applicable for such Applicable Periodto all Extensions of Credit then existing or subsequently made or issued. PRICING LEVEL LEVERAGE RATIO LIBOR RATE LOANS BASE RATE LOANS ------------- -------------- ---------------- --------------- I Greater than or equal to 1.000% 0% 3.00 to 1.00 II Greater than or equal to 0.750% 0% 2.25 to 1.00, and (iii) the Borrower shall within three (but less than 3) Business Days of demand thereof by the Agent pay . 00 to the Agent the accrued additional amount owing as a result of such increased Applicable Margin for such Applicable Period, which payment shall be promptly applied by the Agent in accordance with this Agreement.1.00
Appears in 1 contract
Samples: Bridge Credit Agreement (Belk Inc)
Applicable Margin. On The applicable margin (the “Applicable Margin”) provided for in Section 5.1(a) with respect to: (i) any Initial Term Loan that is a LIBOR Rate Loan shall be (x) with respect to Lenders holding Initial Term Loans who consent to Amendment No. 6 from and after the Amendment No. 6 Effective Date, 2.00% and (y) in all other cases from and after the Amendment No. 6 Effective Date, 1.50%, (ii) any Initial Term Loan that is a Base Rate Loan shall be (x) with respect to Lenders holding Initial Term Loans who consent to Amendment No. 6 from and after the Amendment No. 6 Effective Date, 1.00% and (y) in all other cases from and after the Amendment No. 6 Effective Date, 0.50%, (iii) any Incremental Term Loan of any Series made after the date of the consummation of the Acquisition shall be as agreed upon at the time the Incremental Term Loan Commitments of such Series are established pursuant to Section 14.23 and (iv) any Revolving Credit Loan held by Non-Extending Revolving Lenders or Extending Revolving Lenders shall be determined by reference to the applicable table set forth below and shall be determined and adjusted quarterly on the date (each a “Calculation Date”) ten (10) Business Days after the date by which the Borrower is required to provide an Officer’s Compliance Certificate for the most recently ended Fiscal Quarter and the Pricing Level shall be determined by reference to the Total Leverage Ratio as of the last day of the most recently ended Fiscal Quarter preceding the applicable Calculation Date; provided, however, that if the Borrower fails to provide the Officer’s Compliance Certificate as required by Section 8.2 for the most recently ended Fiscal Quarter preceding the applicable Calculation Date, the Applicable Margin for LIBOR Rate the Revolving Credit Loans from such Calculation Date shall be (x) with respect to Non-Extending Revolving Lenders, based on Pricing Level V of the “Applicable Margin — Non-Extending Revolving Lenders” table set forth below and Base Rate (y) with respect to Extending Revolving Lenders, based on Pricing Level IV of the “Applicable Margin — Extending Revolving Lenders” table set forth below, in each case until such time as an appropriate Officer’s Compliance Certificate is provided, at which time (but with no retroactive effect) the Pricing Level shall be determined by reference to the Total Leverage Ratio as of the last day of the most recently ended Fiscal Quarter preceding such Calculation Date. The Applicable Margin for the Revolving Credit Loans shall be as set forth below based on effective from one Calculation Date until the ratio of next Calculation Date. Any adjustment in the Consolidated Total Indebtedness of REIT and its respective Subsidiaries Applicable Margin shall be applicable to the Gross Asset Value of REIT and its respective Subsidiaries: Pricing Level Ratio LIBOR Rate all Revolving Credit Loans Base Rate then existing or subsequently made or issued. Applicable Margin — Non-Extending Revolving Lenders Revolving Credit Loans Pricing Level 1 Less Total Leverage Ratio LIBOR Base Rate V Greater than or equal 5.00 to 35% 1.00 2.50 % 1.25 1.50 % Pricing Level 2 IV Greater than 35% 3.00 to 1.00, but less than or equal to 405.00 to 1.00 2.25 % 2.75 1.25 % 1.50 % Pricing Level 3 III Greater than 40% 2.50 to 1.00, but less than or equal to 453.00 to 1.00 2.00 % 3.00 1.00 % 1.75 % Pricing Level 4 II Greater than 45% 2.00 to 1.00, but less than or equal to 552.50 to 1.00 1.75 % 0.75 % I Less than or equal to 2.00 1.50 % 0.50 % Applicable Margin — Extending Revolving Lenders Revolving Credit Loans Pricing Level Total Leverage Ratio LIBOR Base Rate IV Greater than 3.00 to 1.00 3.50 % 2.50 % III Greater than 2.50 to 1.00, but less than or equal to 3.00 to 1.00 3.25 % 2.25 % II Greater than 2.00 to 1.00, but less than or equal to 2.50 to 1.00 3.00 % 2.00 % Pricing Level Ratio LIBOR Rate Loans Base Rate Loans Pricing Level 5 Greater I Less than 55or equal to 2.00 2.75 % 3.50 % 2.25 % The initial Applicable Margin shall be at Pricing Level 4. The Applicable Margin shall not be adjusted based upon such ratio, if at all, until the first (1st) day of the first (1st) month following the delivery by Borrower to the Agent of the Compliance Certificate after the end of a calendar quarter. 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 Loans shall be at Pricing Level 5 until such failure is cured within any applicable cure period, or waived in writing by the Required Lenders, 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. In the event that the Agent and the Borrower determine that any financial statements previously delivered were incorrect or inaccurate (regardless of whether this Agreement or the Commitments are in effect when such inaccuracy is discovered), and such inaccuracy, if corrected, would have led to the application of a higher Applicable Margin for any period (an “Applicable Period1.75 %”) than the Applicable Margin applied for such Applicable Period, then (i) the Borrower shall as soon as practicable deliver to the Agent the corrected financial statements for such Applicable Period, (ii) the Applicable Margin shall be determined as if the Pricing Level for such higher Applicable Margin were applicable for such Applicable Period, and (iii) the Borrower shall within three (3) Business Days of demand thereof by the Agent pay to the Agent the accrued additional amount owing as a result of such increased Applicable Margin for such Applicable Period, which payment shall be promptly applied by the Agent in accordance with this Agreement.
Appears in 1 contract
Samples: Geo Group Inc
Applicable Margin. On any date the The Applicable Margin provided for LIBOR Rate Loans and Base Rate Loans in Section 5.1(a) with respect to any Loan (the “Applicable Margin”) shall be based upon the table set forth below (or, with respect to Incremental Term Loans, as set forth below based in the Incremental Term Loan Notification) and shall be determined and adjusted quarterly on the ratio date (each a “Calculation Date”) ten (10) Business Days after the date by which the Borrower is required to provide an Officer’s Compliance Certificate for the most recently ended fiscal quarter of the Consolidated Total Indebtedness Borrower; provided, however, that (a) from the Closing Date until the first date thereafter by which the Borrower is required to provide an Officer’s Compliance Certificate as required by Section 8.3 for the most recently ended fiscal quarter of REIT and its respective Subsidiaries to the Gross Asset Value of REIT and its respective Subsidiaries: Pricing Level Ratio LIBOR Rate Loans Base Rate Loans Pricing Level 1 Less than or equal to 35% 2.50 % 1.25 % Pricing Level 2 Greater than 35% but less than or equal to 40% 2.75 % 1.50 % Pricing Level 3 Greater than 40% but less than or equal to 45% 3.00 % 1.75 % Pricing Level 4 Greater than 45% but less than or equal to 55% 3.25 % 2.00 % Pricing Level Ratio LIBOR Rate Loans Base Rate Loans Pricing Level 5 Greater than 55% 3.50 % 2.25 % The initial Borrower, the Applicable Margin shall be at based on Pricing Level 4I and (b) if the Borrower fails to provide the Officer’s Compliance Certificate as required by Section 8.3 for the most recently ended fiscal quarter of the Borrower preceding the applicable Calculation Date, the Applicable Margin from such Calculation Date shall be based on Pricing Level I (as shown below) until such time as an appropriate Officer’s Compliance Certificate is provided, at which time the Pricing Level shall be determined by reference to the Leverage Ratio as of the last day of the most recently ended fiscal quarter of the Borrower preceding such Calculation Date, such adjustment to occur ten (10) Business Days after the receipt of such certificate. The Applicable Margin shall not be adjusted based upon such ratio, if at all, effective from one Calculation Date until the first (1st) day of the first (1st) month following the delivery by Borrower to the Agent of the Compliance Certificate after the end of a calendar quarternext Calculation Date. 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 Loans shall be at Pricing Level 5 until such failure is cured within any applicable cure period, or waived Any adjustment in writing by the Required Lenders, 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. In the event that the Agent and the Borrower determine that any financial statements previously delivered were incorrect or inaccurate (regardless of whether this Agreement or the Commitments are in effect when such inaccuracy is discovered), and such inaccuracy, if corrected, would have led to the application of a higher Applicable Margin for any period (an “Applicable Period”) than the Applicable Margin applied for such Applicable Period, then (i) the Borrower shall as soon as practicable deliver to the Agent the corrected financial statements for such Applicable Period, (ii) the Applicable Margin shall be determined as if the applicable to all Extensions of Credit then existing or subsequently made or issued. Pricing Level for such higher Applicable Margin were applicable for such Applicable PeriodLeverage Ratio Revolver/Term Loan B LIBOR Revolver/Term Loan B Base Rate Term Loan C I Greater than or equal to 3.00 to 1.00 1.750 % 0.750 % 0.00 % II Greater than or equal to 2.00 to 1.00, and (iii) the Borrower shall within three (3) Business Days of demand thereof by the Agent pay but less than 3.00 to the Agent the accrued additional amount owing as a result of such increased Applicable Margin for such Applicable Period, which payment shall be promptly applied by the Agent in accordance with this Agreement.1.00 1.500 % 0.500 % 0.00 % III Less than 2.00 to 1.00 1.250 % 0.250 % 0.00 %
Appears in 1 contract
Samples: Credit Agreement (Hickory Tech Corp)
Applicable Margin. On The term “APPLICABLE MARGIN” means for any date BASE RATE BORROWING or LIBOR BORROWING on any date, the Applicable Margin for LIBOR Rate Loans and Base Rate Loans shall be as BASIS POINTS set forth below based below, as applicable, opposite the LEVERAGE RATIO shown on the ratio of last COMPLIANCE CERTIFICATE delivered by the Consolidated Total Indebtedness of REIT and its respective Subsidiaries BORROWERS to the Gross Asset Value of REIT and its respective SubsidiariesAGENT pursuant to subsection 5.12.5 prior to such date: Pricing Level Ratio LEVEL LEVERAGE RATIO BASE RATE BORROWINGS LIBOR Rate Loans Base Rate Loans Pricing Level 1 BORROWINGS I Less than 1.25 to 1.0 negative 50 125 II Greater than or equal to 35% 2.50 % 1.25 % Pricing Level 2 Greater than 35% to 1.0 but less than or equal to 40% 2.75 % 1.50 % Pricing Level 3 2.0 to 1.0 negative 25 150 III Greater than 40% 2.0 to 1.0 but less than or equal to 45% 3.00 % 1.75 % Pricing Level 4 2.5 to 1.0 0 175 IV Greater than 45% but less than or equal 2.5 to 55% 3.25 % 2.00 % Pricing Level Ratio LIBOR Rate Loans Base Rate Loans Pricing Level 5 Greater than 55% 3.50 % 2.25 % The initial Applicable Margin 1.0 25 200 provided, however, that (a) adjustments, if any, to the APPLICABLE MARGIN resulting from a change in the LEVERAGE RATIO shall be at Pricing Level 4. The Applicable Margin shall not be adjusted based upon such ratio, if at all, until the first effective five (1st5) day of the first (1st) month following the delivery by Borrower to the Agent of the Compliance Certificate BUSINESS DAYS after the end of AGENT has received a calendar quarter. In COMPLIANCE CERTIFICATE, (b) in the event that Borrower shall fail to deliver no COMPLIANCE CERTIFICATE has been delivered for a fiscal quarter prior to the Agent a quarterly Compliance Certificate last date on or before the date required by §7.4(c), then which it can be delivered without limiting any other rights violation of the Agent and the Lenders under this Agreementsubsection 5.12.5, the Applicable Margin for Loans APPLICABLE MARGIN from such date until such COMPLIANCE CERTIFICATE is actually delivered shall be at Pricing that applicable under Level 5 until such failure is cured within any applicable cure periodIV, or waived (c) in writing by the Required Lenders, 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. In the event that the Agent and the Borrower determine that any financial statements previously delivered were incorrect or inaccurate (regardless of whether this Agreement or the Commitments are in effect when such inaccuracy is discovered), and such inaccuracy, if corrected, would have led to the application of a higher Applicable Margin actual LEVERAGE RATIO for any period (an “Applicable Period”) fiscal quarter is subsequently determined to be greater than that set forth in the Applicable Margin applied COMPLIANCE CERTIFICATE for such Applicable Periodfiscal quarter, then (i) the Borrower shall as soon as practicable deliver to the Agent the corrected financial statements for such Applicable Period, (ii) the Applicable Margin APPLICABLE MARGIN shall be determined as if recalculated for the Pricing Level for applicable period based upon such higher Applicable Margin were applicable for such Applicable Periodactual LEVERAGE RATIO, and (iiid) anything in this definition to the Borrower shall within three (3) Business Days of demand thereof contrary notwithstanding, until receipt by the Agent pay AGENT of the COMPLIANCE CERTIFICATE for the fiscal quarter ending September 30, 2005, the APPLICABLE MARGIN shall be that applicable under Level II. Any additional interest on the LOANS resulting from the operation of clause (c) above shall be payable by the BORROWERS to the Agent LENDERS within five (5) days after receipt of a written demand therefor from the accrued additional amount owing as a result of such increased Applicable Margin for such Applicable Period, which payment shall be promptly applied by the Agent in accordance with this AgreementAGENT.
Appears in 1 contract
Samples: Dover Motorsports Inc
Applicable Margin. On The applicable margin per annum provided for in Section 5.1(a) with respect to any date Loan (the "Applicable Margin for LIBOR Rate Loans and Base Rate Loans Margin") shall be as based upon the table set forth below based by reference to the Leverage Ratio and adjusted quarterly on the ratio date (each a "Calculation Date") ten (10) Business Days after the date by which the Borrower is required to provide an Officer's Compliance Certificate for the most recently ended fiscal quarter of the Consolidated Total Indebtedness of REIT Borrowers and its respective Subsidiaries to their Subsidiaries; provided that (a) the Gross Asset Value of REIT and its respective Subsidiaries: Pricing Level Ratio LIBOR Rate Loans Base Rate Loans Pricing Level 1 Less than or equal to 35% 2.50 % 1.25 % Pricing Level 2 Greater than 35% but less than or equal to 40% 2.75 % 1.50 % Pricing Level 3 Greater than 40% but less than or equal to 45% 3.00 % 1.75 % Pricing Level 4 Greater than 45% but less than or equal to 55% 3.25 % 2.00 % Pricing Level Ratio LIBOR Rate Loans Base Rate Loans Pricing Level 5 Greater than 55% 3.50 % 2.25 % The initial Applicable Margin shall be (i) 4.00% for all Base Rate Loans and (ii) 5.00% for all LIBOR Rate Loans until the Stage Two Effective Date and thereafter shall be determined by reference to the Leverage Ratio as of the last day of the most recently ended fiscal quarter of the Borrowers and their Subsidiaries preceding the applicable Calculation Date, and (b) if the Borrowers fail to provide the Officer's Compliance Certificate as required by Section 7.2 for the most recently ended fiscal quarter of the Borrowers and their Subsidiaries preceding the applicable Calculation Date, the Applicable Margin from such Calculation Date shall be based on Tier I (as shown below) until such time as an appropriate Officer's Compliance Certificate is provided, at Pricing Level 4which time the Tier shall be determined by reference to the Leverage Ratio as of the last day of the most recently ended fiscal quarter of the Borrowers and their Subsidiaries preceding such Calculation Date. The Applicable Margin shall not be adjusted based upon such ratio, if at all, effective from one Calculation Date until the first (1st) day of the first (1st) month following the delivery by Borrower to the Agent of the Compliance Certificate after the end of a calendar quarternext Calculation Date. 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 Loans shall be at Pricing Level 5 until such failure is cured within any applicable cure period, or waived Any adjustment in writing by the Required Lenders, 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. In the event that the Agent and the Borrower determine that any financial statements previously delivered were incorrect or inaccurate (regardless of whether this Agreement or the Commitments are in effect when such inaccuracy is discovered), and such inaccuracy, if corrected, would have led to the application of a higher Applicable Margin for any period (an “Applicable Period”) than the Applicable Margin applied for such Applicable Period, then (i) the Borrower shall as soon as practicable deliver to the Agent the corrected financial statements for such Applicable Period, (ii) the Applicable Margin shall be determined as if the Pricing Level for such higher applicable to all Advances then existing or subsequently made or issued.: Applicable Margin were applicable for such Applicable Period, and (iii) the Borrower shall within three (3) Business Days of demand thereof by the Agent pay to the Agent the accrued additional amount owing as a result of such increased Applicable Margin for such Applicable Period, which payment shall be promptly applied by the Agent in accordance with this Agreement.Base Margin for Tier Leverage Ratio Rate Loans LIBOR Loans ---- ------------------------ --------------- ----------- I Greater than or equal to 2.00 to 1.00 4.00% 5.00% II Less than 2.00 to 1.00 but greater than or equal to 1.50 to 1.00 3.50% 4.50% III Less than 1.50 to 1.00 3.00% 4.00%
Appears in 1 contract
Samples: Credit Agreement (Knology Inc)
Applicable Margin. On any date The term “Applicable Margin” means the annual percentage rate to be added to the Bank’s prime rate to determine the Prime Rate under this Agreement and LIBOR to determine the LIBOR Rate under this Agreement. The Applicable Margin shall be 4.25% per annum with respect to the Revolving Line of Credit Loan, and 3.75% with respect to the Term Loan, until a determination is made otherwise in accordance with this Agreement based upon the ratio of Total Funded Debt to EBITDA as of the Fiscal Quarter ending March 31, 2010. The Applicable Margin for both the Revolving Line of Credit Loan and the Term Loan will be adjusted (up or down) on a quarterly basis as determined by Borrower’s Total Funded Debt to EBITDA ratio beginning with the Fiscal Quarter ending March 31, 2010. Adjustments in the Applicable Margin for LIBOR Rate Loans and Base Rate Loans shall will be as set forth below based on the ratio of the Consolidated Total Indebtedness of REIT and its respective Subsidiaries determined by reference to the Gross Asset Value following grid: If Total Funded Debt to EBITDA Ratio is: Then Applicable Margin is: Greater than or equal to 2.0:1 4.25% with respect to the Revolving Line of REIT Credit Loan and its respective Subsidiaries: Pricing Level Ratio LIBOR Rate Loans Base Rate Loans Pricing Level 1 3.75% with respect to the Term Loan Greater than 1.25:1 but less than 2.0:1 3.50% Less than or equal to 351.25:1 2.50% 2.50 % 1.25 % Pricing Level 2 Greater than 35% but less than or equal to 40% 2.75 % 1.50 % Pricing Level 3 Greater than 40% but less than or equal to Within forty-five (45% 3.00 % 1.75 % Pricing Level 4 Greater than 45% but less than or equal to 55% 3.25 % 2.00 % Pricing Level Ratio LIBOR Rate Loans Base Rate Loans Pricing Level 5 Greater than 55% 3.50 % 2.25 % The initial Applicable Margin shall be at Pricing Level 4. The Applicable Margin shall not be adjusted based upon such ratio, if at all, until the first (1st) day days of the first end of each Fiscal Quarter, beginning with the Fiscal Quarter ending March 31, 2010, of Borrower (1stprovided that Borrower shall have ninety (90) month following the delivery by Borrower to the Agent of the Compliance Certificate days after the end of a calendar quarter. In the event that each Fiscal Year thereafter), Borrower shall fail to (a) deliver to the Agent a quarterly Compliance Certificate on or before the date required by §7.4(cBank its Financial Statements covering such Fiscal Quarter (which shall be management prepared financial statements for purposes hereof), (b) deliver to the Bank the quarterly financial covenant compliance certificate of Borrower, and (c) certify to Bank the then without limiting any Total Funded Debt to EBITDA ratio of Borrower and Borrower’s determination of Applicable Margin therefrom on such form as the Bank may from time to time specify. Borrower shall also provide to the Bank such other rights reasonable information as the Bank may request of Borrower to verify its determination of the Agent Applicable Margin. As of the tenth (10th) Business Day after the Borrower’s delivery of all of the above-referenced items to the Bank, the Bank shall notify Borrower of its determination of the Applicable Margin. The new Applicable Margin as so determined by the Bank shall be effective as to all then outstanding LIBOR Advances and all new LIBOR Advances thereafter made, and such new Applicable Margin shall remain in effect through the Lenders under this Agreementnext date upon which the determination of a new Applicable Margin becomes effective in accordance with the above provisions. Notwithstanding the foregoing, upon any Event of Default, the Applicable Margin for Loans with respect to the Revolving Line of Credit Loan shall be at Pricing Level 5 until such failure is cured within any applicable cure period, or waived in writing by the Required Lenders, in which event 4.25% and the Applicable Margin shall adjust, if necessary, on the first (1st) day of the first (1st) month following receipt of such Compliance Certificate. In the event that the Agent and the Borrower determine that any financial statements previously delivered were incorrect or inaccurate (regardless of whether this Agreement or the Commitments are in effect when such inaccuracy is discovered), and such inaccuracy, if corrected, would have led with respect to the application of a higher Applicable Margin for any period (an “Applicable Period”) than the Applicable Margin applied for such Applicable Period, then (i) the Borrower shall as soon as practicable deliver to the Agent the corrected financial statements for such Applicable Period, (ii) the Applicable Margin Term Loan shall be determined as if the Pricing Level for such higher Applicable Margin were applicable for such Applicable Period, and (iii) the Borrower shall within three (3) Business Days of demand thereof by the Agent pay to the Agent the accrued additional amount owing as a result of such increased Applicable Margin for such Applicable Period, which payment shall be promptly applied by the Agent in accordance with this Agreement3.75%.”
Appears in 1 contract
Samples: Commercial Loan Agreement and Loan Documents (Micronetics Inc)
Applicable Margin. On The Applicable Margin provided for in Section 5.1(a) with respect to any Loan (the "Applicable Margin") shall be based upon the table set forth below and shall be determined and adjusted quarterly on the date (each a "Calculation Date") ten (10) Business Days after the date by which the Borrower is required to provide an Officer's Compliance Certificate for the most recently ended fiscal quarter of the Borrower; provided, however, that (a) the initial Applicable Margin shall be based on Pricing Level III (as shown below) and shall remain at Pricing Level III until receipt by the Administrative Agent of the Officer's Compliance Certificate for the period ended June 30, 2003 and, thereafter the Pricing Level shall be determined by reference to the Leverage Ratio as of the last day of the most recently ended fiscal quarter of the Borrower preceding the applicable Calculation Date, and (b) if the Borrower fails to provide the Officer's Compliance Certificate as required by Section 8.2 for the most recently ended fiscal quarter of the Borrower preceding the applicable Calculation Date, the Applicable Margin for LIBOR Rate Loans and Base Rate Loans from such Calculation Date shall be as set forth below based on Pricing Level IV (as shown below) until such time as an appropriate Officer's Compliance Certificate is provided, at which time the ratio Pricing Level shall be determined by reference to the Leverage Ratio as of the Consolidated Total Indebtedness last day of REIT and its respective Subsidiaries the most recently ended fiscal quarter of the Borrower preceding such Calculation Date. The Applicable Margin shall be effective from one Calculation Date until the next Calculation Date. Any adjustment in the Applicable Margin shall be applicable to the Gross Asset Value all Extensions of REIT and its respective Subsidiaries: Pricing Level Ratio Credit then existing or subsequently made or issued. REVOLVING CREDIT LOANS TERM LOANS -------------------------------- --------------------------------- PRICING LEVEL LEVERAGE RATIO LIBOR Rate Loans Base Rate Loans Pricing Level 1 BASE RATE LIBOR BASE RATE -------------- ---------------------------------- --------------- ---------------- ---------------- ---------------- IV Greater than 3.00 to 1.00 3.25% 2.00% 4.00% 2.75% III Greater than 2.50 to 1.00, but 3.00% 1.75% 4.00% 2.75% less than or equal to 3.00 to 1.00 II Greater than 2.00 to 1.00, but 2.75% 1.50% 4.00% 2.75% less than or equal to 2.50 to 1.00 I Less than or equal to 352.00 2.50% 2.50 1.25% 1.25 4.00% Pricing Level 2 Greater than 35% but less than or equal to 40% 2.75 % 1.50 % Pricing Level 3 Greater than 40% but less than or equal to 45% 3.00 % 1.75 % Pricing Level 4 Greater than 45% but less than or equal to 55% 3.25 % 2.00 % Pricing Level Ratio LIBOR Rate Loans Base Rate Loans Pricing Level 5 Greater than 55% 3.50 % 2.25 % The initial Applicable Margin shall be at Pricing Level 4. The Applicable Margin shall not be adjusted based upon such ratio, if at all, until the first (1st) day of the first (1st) month following the delivery by Borrower to the Agent of the Compliance Certificate after the end of a calendar quarter. 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 Loans shall be at Pricing Level 5 until such failure is cured within any applicable cure period, or waived in writing by the Required Lenders, 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. In the event that the Agent and the Borrower determine that any financial statements previously delivered were incorrect or inaccurate (regardless of whether this Agreement or the Commitments are in effect when such inaccuracy is discovered), and such inaccuracy, if corrected, would have led to the application of a higher Applicable Margin for any period (an “Applicable Period”) than the Applicable Margin applied for such Applicable Period, then (i) the Borrower shall as soon as practicable deliver to the Agent the corrected financial statements for such Applicable Period, (ii) the Applicable Margin shall be determined as if the Pricing Level for such higher Applicable Margin were applicable for such Applicable Period, and (iii) the Borrower shall within three (3) Business Days of demand thereof by the Agent pay to the Agent the accrued additional amount owing as a result of such increased Applicable Margin for such Applicable Period, which payment shall be promptly applied by the Agent in accordance with this Agreement.2.75%
Appears in 1 contract
Applicable Margin. On any date the The Applicable Margin provided for LIBOR Rate Loans and Base Rate Loans in Section 5.1(a) with respect to any Loan (the "Applicable Margin") shall be as based upon the table set forth below based and shall be determined and adjusted quarterly on the ratio date (each a "Calculation Date") ten (10) Business Days after the date by which the Borrower is required to provide an Officer's Compliance Certificate for the most recently ended fiscal quarter of the Consolidated Total Indebtedness of REIT and its respective Subsidiaries to Borrower; PROVIDED, HOWEVER, that (a) the Gross Asset Value of REIT and its respective Subsidiaries: Pricing Level Ratio LIBOR Rate Loans Base Rate Loans Pricing Level 1 Less than or equal to 35% 2.50 % 1.25 % Pricing Level 2 Greater than 35% but less than or equal to 40% 2.75 % 1.50 % Pricing Level 3 Greater than 40% but less than or equal to 45% 3.00 % 1.75 % Pricing Level 4 Greater than 45% but less than or equal to 55% 3.25 % 2.00 % Pricing Level Ratio LIBOR Rate Loans Base Rate Loans Pricing Level 5 Greater than 55% 3.50 % 2.25 % The initial Applicable Margin shall be equal to the percentages set forth in the Certificate delivered on the Closing Date pursuant to 6.2(d)(ii); PROVIDED the Term Loan Applicable Margin shall initially be 1.5% and remain at 1.5% until the conditions set forth in Section 6.4 are satisfied, and shall remain at such level until the first Calculation Date occurring after the Closing Date and, thereafter the Pricing Level 4shall be determined by reference to the Leverage Ratio as of the last day of the most recently ended fiscal quarter of the Borrower preceding the applicable Calculation Date, and (b) if the Borrower fails to provide the Officer's Compliance Certificate as required by Section 8.3 for the most recently ended fiscal quarter of the Borrower preceding the applicable Calculation Date, the Applicable Margin from such Calculation Date shall be based on Pricing Level I (as shown below) until such time as an appropriate Officer's Compliance Certificate is provided, at which time the Pricing Level shall be determined by reference to the Leverage Ratio as of the last day of the most recently ended fiscal quarter of the Borrower preceding such Calculation Date, such adjustment to occur ten (10) Business Days after the receipt of such certificate. The Applicable Margin shall not be adjusted based upon such ratio, if at all, effective from one Calculation Date until the first (1st) day of the first (1st) month following the delivery by Borrower to the Agent of the Compliance Certificate after the end of a calendar quarternext Calculation Date. 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 Loans shall be at Pricing Level 5 until such failure is cured within any applicable cure period, or waived Any adjustment in writing by the Required Lenders, 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. In the event that the Agent and the Borrower determine that any financial statements previously delivered were incorrect or inaccurate (regardless of whether this Agreement or the Commitments are in effect when such inaccuracy is discovered), and such inaccuracy, if corrected, would have led to the application of a higher Applicable Margin for any period (an “Applicable Period”) than the Applicable Margin applied for such Applicable Period, then (i) the Borrower shall as soon as practicable deliver to the Agent the corrected financial statements for such Applicable Period, (ii) the Applicable Margin shall be determined as if the Pricing Level for such higher Applicable Margin were applicable for such Applicable Periodto all Extensions of Credit then existing or subsequently made or issued. REVOLVER REVOLVER PRICING LEVEL LEVERAGE RATIO LIBOR BASE RATE TERM LOAN ------------- -------------- ----- --------- --------- I Greater than or equal to 1.750% 0.750% 1% 4.00 to 1.0 II Greater than or equal to 1.625% 0.625% 1% 3.50 to 1.0, and (iii) the Borrower shall within three (3) Business Days of demand thereof by the Agent pay but less than 4.00 to the Agent the accrued additional amount owing as a result of such increased Applicable Margin for such Applicable Period1.0 III Greater than or equal to 1.500% 0.500% 1% 3.00 to 1.0, which payment shall be promptly applied by the Agent in accordance with this Agreement.but less than 3.50 to 1.0 IV Greater than or equal to 1.375% 0.375% 1% 2.50 to 1.0, but less than 3.00 to 1.0 V Greater than or equal to 1.250% 0.250% 1% 2.00 to 1.0, but less than 2.50 to 1.0 VI Less than 2.00 to 1 1.000% 0.000% 1%
Appears in 1 contract
Samples: Credit Agreement (Hickory Tech Corp)
Applicable Margin. On any date the The Applicable Margin provided for LIBOR Rate Loans and Base Rate Loans in Section 5.1(a) with respect to any Loan (the “Applicable Margin”) shall be as based upon the table set forth below based and shall be determined and adjusted quarterly on the ratio of the Consolidated Total Indebtedness of REIT and its respective Subsidiaries to the Gross Asset Value of REIT and its respective Subsidiaries: Pricing Level Ratio LIBOR Rate Loans Base Rate Loans Pricing Level 1 Less than or equal to 35% 2.50 % 1.25 % Pricing Level 2 Greater than 35% but less than or equal to 40% 2.75 % 1.50 % Pricing Level 3 Greater than 40% but less than or equal to 45% 3.00 % 1.75 % Pricing Level 4 Greater than 45% but less than or equal to 55% 3.25 % 2.00 % Pricing Level Ratio LIBOR Rate Loans Base Rate Loans Pricing Level 5 Greater than 55% 3.50 % 2.25 % The initial Applicable Margin shall be at Pricing Level 4. The Applicable Margin shall not be adjusted based upon such ratio, if at all, until the first date (1steach a “Calculation Date”) day of the first ten (1st10) month following the delivery by Borrower to the Agent of the Compliance Certificate Business Days after the end earlier of a calendar quarter. 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 Loans shall be at Pricing Level 5 until such failure is cured within any applicable cure period, or waived in writing by the Required Lenders, 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. In the event that the Agent and the Borrower determine that any financial statements previously delivered were incorrect or inaccurate (regardless of whether this Agreement or the Commitments are in effect when such inaccuracy is discovered), and such inaccuracy, if corrected, would have led to the application of a higher Applicable Margin for any period (an “Applicable Period”) than the Applicable Margin applied for such Applicable Period, then (i) the date on which Borrower shall as soon as practicable deliver to the Agent the corrected financial statements for such Applicable Period, provides or (ii) the date on which the Borrower is required to provide, an Officer’s Compliance Certificate for the most recently ended Fiscal Quarter of the Borrower; provided, however, that (A) commencing on the Fourth Amendment Effective Date, the Applicable Margin shall be determined based on Pricing Level IV (as if shown below) and shall remain at Pricing Level IV until the first Calculation Date occurring after the Fourth Amendment Effective Date and, thereafter the Pricing Level for such higher Applicable Margin were shall be determined by reference to the Adjusted Debt to EBITDAR Ratio as of the last day of the most recently ended Fiscal Quarter of the Borrower preceding the applicable for such Applicable PeriodCalculation Date, and (iiiB) if the Borrower fails to provide the Officer’s Compliance Certificate as required by Section 8.2 for the most recently ended Fiscal Quarter of the Borrower preceding the applicable Calculation Date, the Applicable Margin from such Calculation Date shall within three be based on Pricing Level I (3as shown below) Business Days of demand thereof until such time as an appropriate Officer’s Compliance Certificate is provided, at which time the Pricing Level shall be determined by the Agent pay reference to the Agent Adjusted Debt to EBITDAR Ratio as of the accrued additional amount owing as a result last day of the most recently ended Fiscal Quarter of the Borrower preceding such increased Calculation Date. Subject to Sections 5.1(c)(ii)(A) and (B) in the preceding sentence, the Applicable Margin for such Applicable Period, which payment shall be promptly applied by effective from one Calculation Date until the Agent next Calculation Date. Any adjustment in accordance with this Agreement.the Applicable Margin shall be applicable to all Extensions of Credit then existing or subsequently made or issued. Pricing Grid Adjusted Debt to Applicable Base Applicable LIBOR Level EBITDAR Ratio Rate Margin Rate Margin I Greater than or equal to 5.25 to 1.00 3.250 % 4.000 % II Greater than or equal to 5.00 to 1.00 but less than 5.25 to 1.00 2.750 % 3.500 % III Greater than or equal to 4.50 to 1.00 but less than 5.00 to 1.00 2.500 % 3.250 % IV Greater than or equal to 4.00 to 1.00 but less than 4.50 to 1.00 2.250 % 3.000 % V Less than 4.00 to 1.00 2.000 % 2.750 %
Appears in 1 contract
Samples: Fourth Amendment (O Charleys Inc)
Applicable Margin. On any date date, the Applicable Margin for LIBOR Rate Loans and Base Rate Loans shall be as set forth below based on the ratio of the Consolidated Total Indebtedness of REIT and its respective Subsidiaries Borrower to the Gross Consolidated Total Asset Value of REIT and its respective SubsidiariesBorrower: Pricing Level Ratio LIBOR Rate Loans Base Rate Loans Pricing Level 1 Less than or equal to 3550% 2.50 % 1.25 1.50 % Pricing Level 2 Greater than 35% but less than or equal to 40% 2.75 % 1.50 % Pricing Level 3 Greater than 40% but less than or equal to 45% 3.00 % 1.75 % Pricing Level 4 Greater than 4550% but less than or equal to 55% 3.25 2.75 % 1.75 % Pricing Level 3 Greater than 55% but less than or equal to 60% 3.00 % 2.00 % Pricing Level Ratio LIBOR Rate Loans Base Rate Loans Pricing Level 5 4 Greater than 5560% 3.50 3.25 % 2.25 % The initial Applicable Margin shall be at Pricing Level 43. The Applicable Margin shall not be adjusted based upon such ratio, if at all, until the first (1st) day of the first (1st) month Business Day following the delivery by Borrower Parent to the Agent of the Compliance Certificate after at the end of a calendar quarter. In the event that Borrower Parent 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 4 until such failure is cured within any applicable cure period, or waived in writing by the Required Lenders, in which event the Applicable Margin shall adjust, if necessary, on the first (1st) day of the first (1st) month Business Day following receipt of such Compliance Certificate. In the event that the Agent and the Borrower Parent determine that any financial statements previously delivered were incorrect or inaccurate (regardless of whether this Agreement or the Commitments are in effect when such inaccuracy is discovered), and such inaccuracy, if corrected, would have led to the application of a higher Applicable Margin for any period (an “Applicable Period”) than the Applicable Margin applied for such Applicable Period, then (i) the Borrower Parent shall as soon as practicable deliver to the Agent the corrected financial statements for such Applicable Period, (ii) the Applicable Margin shall be determined as if the Pricing Level for such higher Applicable Margin were applicable for such Applicable Period, and (iii) the Borrower shall within three five (35) Business Days of demand thereof by the Agent pay to the Agent the accrued additional amount owing as a result of such increased Applicable Margin for such Applicable Period, which payment shall be promptly applied by the Agent in accordance with this Agreement.
Appears in 1 contract
Applicable Margin. On any date the The Applicable Margin provided for LIBOR Rate Loans and Base Rate Loans in Section 3.1(a) with respect to any Construction Loan Advance (the "Applicable Margin") shall be as based upon the table set forth below based and shall be determined and adjusted quarterly on the ratio date (each a "Calculation Date") ten (10) Business Days after the date by which the Borrower is required to provide an Officer's Compliance Certificate for the most recently ended fiscal quarter of the Consolidated Total Indebtedness of REIT and its respective Subsidiaries to Borrower; provided, however, that (i) the Gross Asset Value of REIT and its respective Subsidiaries: Pricing Level Ratio LIBOR Rate Loans Base Rate Loans Pricing Level 1 Less than or equal to 35% 2.50 % 1.25 % Pricing Level 2 Greater than 35% but less than or equal to 40% 2.75 % 1.50 % Pricing Level 3 Greater than 40% but less than or equal to 45% 3.00 % 1.75 % Pricing Level 4 Greater than 45% but less than or equal to 55% 3.25 % 2.00 % Pricing Level Ratio LIBOR Rate Loans Base Rate Loans Pricing Level 5 Greater than 55% 3.50 % 2.25 % The initial Applicable Margin shall be at Pricing Level 4. The Applicable Margin 3.50% for Eurodollar Rate Loans and 2.25% for Base Rate Loans and shall not be adjusted based upon such ratio, if at all, remain in effect until the first (1st) day of the first (1st) month following the delivery by Borrower to the Agent of the Compliance Certificate after the end of a calendar quarter. 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 Initial Pricing Adjustment Date and the Lenders under this Agreement, the Applicable Margin for Loans shall be at Pricing Level 5 until such failure is cured within any applicable cure period, or waived in writing by the Required Lenders, 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. In the event that the Agent and the Borrower determine that any financial statements previously delivered were incorrect or inaccurate (regardless of whether this Agreement or the Commitments are in effect when such inaccuracy is discovered), and such inaccuracy, if corrected, would have led to the application of a higher Applicable Margin for any period (an “Applicable Period”) than the Applicable Margin applied for such Applicable Period, then (i) the Borrower shall as soon as practicable deliver to the Agent the corrected financial statements for such Applicable Period, (ii) thereafter the Applicable Margin shall be determined by reference to the Guarantor Leverage Ratio as of the last day of the most recently ended fiscal quarter of the Borrower preceding the applicable Calculation Date and (ii) if the Borrower fails to provide the Officer's Compliance Certificate as required by Section 6.2 for the most recently ended fiscal quarter of the Borrower preceding the applicable Calculation Date, the Applicable Margin from such Calculation Date shall be based on Pricing Level IV (as shown below) until such time as an appropriate Officer's Compliance Certificate is provided, at which time the Pricing Level for shall be determined by reference to the Guarantor Leverage Ratio as of the last day of the most recently ended fiscal quarter of the Borrower preceding such higher Calculation Date. The Applicable Margin were applicable for such Applicable Period, and (iii) shall be effective from one Calculation Date until the Borrower shall within three (3) Business Days of demand thereof by next Calculation Date. Any adjustment in the Agent pay to the Agent the accrued additional amount owing as a result of such increased Applicable Margin for such Applicable Period, which payment shall be promptly applied by the Agent in accordance with this Agreementapplicable to all Construction Loan Advances then existing or subsequently made or issued.
Appears in 1 contract
Samples: Loan Agreement (Medcath Corp)
Applicable Margin. On any date date, the Applicable Margin for LIBOR Rate Loans and Base Rate Loans shall be a percentage per annum as set forth below based on the ratio of the Consolidated Total Indebtedness of REIT and its respective Subsidiaries to the Borrower’s Gross Asset Value of REIT and its respective SubsidiariesValue: Pricing Level Ratio Applicable Margin for LIBOR Rate Loans Applicable Margin for Base Rate Loans Pricing Level 1 Less than or equal to 3555% 2.50 3.00% 1.25 2.00% Pricing Level 2 Greater Lxxxx 0 Equal to or greater than 3555% but less than or equal to 4060% 2.75 3.25% 1.50 2.25% Pricing Level 3 Greater Lxxxx 0 Equal to or greater than 4060% but less than or equal to 453.50% 3.00 % 1.75 % Pricing Level 4 Greater than 45% but less than or equal to 55% 3.25 % 2.00 % Pricing Level Ratio LIBOR Rate Loans Base Rate Loans Pricing Level 5 Greater than 55% 3.50 % 2.25 2.50% The initial Applicable Margin shall be at Pricing Level 41. The Applicable Margin for each Base Rate Loan shall be determined by reference to the ratio of Consolidated Total Indebtedness to Gross Asset Value in effect from time to time, and the Applicable Margin for any Interest Period for all LIBOR Rate Loans comprising part of the same borrowing shall be determined by reference to the ratio of Consolidated Total Indebtedness to Gross Asset Value in effect on the first (1st) day of such Interest Period. The Applicable Margin shall not be adjusted based upon such ratio, if at all, until the first (1st) day of the first (1st) month following the delivery by Borrower REIT to the Agent of the Compliance Certificate after the end of a calendar quarter. In the event that Borrower REIT 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 3 until such failure is cured within any applicable cure period, or waived in writing by the Required Lenders, Lenders 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. In the event that the Agent and Agent, REIT or the Borrower determine that any financial statements previously delivered were incorrect or inaccurate (regardless of whether this Agreement or the Commitments are in effect when such inaccuracy is discovered), and such inaccuracy, if corrected, would have led to the application of a higher Applicable Margin for any period (an “Applicable Period”) than the Applicable Margin applied for such Applicable Period, then (ia) the Borrower shall as soon as practicable deliver to the Agent the corrected financial statements for such Applicable Period, (iib) the Applicable Margin shall be determined as if the Pricing Level for such higher Applicable Margin were applicable for such Applicable Period, and (iiic) the Borrower shall within three (3) Business Days of demand thereof by the Agent pay to the Agent the accrued additional amount owing as a result of such increased Applicable Margin for such Applicable Period, which payment shall be promptly applied by the Agent in accordance with this Agreement.
Appears in 1 contract
Samples: Credit Agreement (GTJ REIT, Inc.)
Applicable Margin. On any date The APPLICABLE MARGIN provided for in Subsection 4.1.(a) with respect to the Applicable Margin LOANS shall, for LIBOR Rate Loans and Base Rate Loans shall each fiscal quarter, be determined by reference to the ratio of CONSOLIDATED TOTAL FUNDED INDEBTEDNESS to EBITDA as set forth below based on the below, which ratio shall be calculated as of the Consolidated Total Indebtedness end of REIT and its respective Subsidiaries to each fiscal quarter commencing with the Gross Asset Value fiscal quarter ending June 30, 1996 (EBITDA shall be calculated on a cumulative basis for the four (4) most recent fiscal quarters): APPLICABLE MARGIN PER ANNUM --------------------------- BASE LIBOR RATIO OF CONSOLIDATED TOTAL RATE RATE FUNDED INDEBTEDNESS TO EBITDA LOANS LOANS ------------------------------- ------ ------ Until the first calculation of REIT and its respective Subsidiaries: Pricing Level Ratio LIBOR Rate Loans Base Rate Loans Pricing Level 1 Less ratio 1.50% 2.75% Greater than or equal to 355.00:1 1.50% 2.50 2.75% 1.25 % Pricing Level 2 Greater than 35% but less than or equal to 40% 2.75 % 1.50 % Pricing Level 3 Greater than 40% 4.00:1 but less than 5.00:1 1.0% 2.25% Greater than or equal to 45% 3.00 % 1.75 % Pricing Level 4 Greater than 45% 3.00:1 but less than or equal to 554.00:1 0.50% 3.25 1.75% 2.00 Less than 3.00:1 0% Pricing Level Ratio LIBOR Rate Loans Base Rate Loans Pricing Level 5 Greater than 551.25% 3.50 % 2.25 % The initial Applicable Margin Adjustments, if any, in the APPLICABLE MARGIN shall be at Pricing Level 4made by the ADMINISTRATIVE AGENT on the fifth 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 ratio of CONSOLIDATED TOTAL FUNDED INDEBTEDNESS to EBITDA of the CREDIT PARTIES as of the most recent fiscal quarter end. The Applicable Margin shall not Subject to the immediately succeeding sentence, in the event the ADMINISTRATIVE AGENT makes an adjustment of the APPLICABLE MARGIN pursuant to the terms of this Subsection 4.1.(c), the new APPLICABLE MARGIN shall: (i) retroactively apply and be adjusted based upon such ratioeffective, if at allas to BASE RATE LOANS, until commencing with the first (1st) calendar day of the first month in which the ADMINISTRATIVE AGENT receives the quarterly financial statements of the BORROWER and its SUBSIDIARIES and the accompanying OFFICER'S COMPLIANCE CERTIFICATE evidencing the ratio of CONSOLIDATED TOTAL FUNDED INDEBTEDNESS to EBITDA which is the basis for such adjustment; and (1stii) month following as to LIBOR RATE LOANS, be effective for LIBOR RATE LOANS with INTEREST PERIODS commencing on or after the delivery by Borrower date, as set forth in the immediately preceding sentence, the ADMINISTRATIVE AGENT makes the adjustment to the Agent of the Compliance Certificate after the end of a calendar quarterAPPLICABLE MARGIN. In the event that Borrower shall fail the BORROWER fails to deliver to such financial statements and certificate within the Agent a quarterly Compliance Certificate on or before the date time required by §7.4(c), then without limiting any other rights of the Agent Subsections 7.1.(b) and the Lenders under this AgreementSection 7.2 hereof, the Applicable Margin for Loans APPLICABLE MARGIN shall be at Pricing Level 5 the highest APPLICABLE MARGIN set forth above until such failure is cured within any applicable cure period, or waived in writing by the Required Lenders, in which event the Applicable Margin shall adjust, if necessary, on the first (1st) day of the first (1st) month following receipt delivery of such Compliance Certificate. In the event that the Agent and the Borrower determine that any financial statements previously delivered were incorrect or inaccurate (regardless of whether this Agreement or the Commitments are in effect when such inaccuracy is discovered), and such inaccuracy, if corrected, would have led to the application of a higher Applicable Margin for any period (an “Applicable Period”) than the Applicable Margin applied for such Applicable Period, then (i) the Borrower shall as soon as practicable deliver to the Agent the corrected financial statements for such Applicable Period, (ii) the Applicable Margin shall be determined as if the Pricing Level for such higher Applicable Margin were applicable for such Applicable Period, and (iii) the Borrower shall within three (3) Business Days of demand thereof by the Agent pay to the Agent the accrued additional amount owing as a result of such increased Applicable Margin for such Applicable Period, which payment shall be promptly applied by the Agent in accordance with this Agreementcertificate.
Appears in 1 contract
Samples: Credit Agreement (Unc Inc)
Applicable Margin. On any date the Applicable Margin for LIBOR Rate Loans and Base Rate Loans shall be as set forth below based on the ratio of the Consolidated Total Indebtedness of REIT and its respective Subsidiaries to the Gross Asset Value of REIT and its respective Subsidiaries: Pricing Level Ratio LIBOR Rate Loans Base Rate Loans Pricing Level 1 Less than or equal to 35% 2.50 1.75 % 1.25 0.75 % Pricing Level 2 Greater than or equal to 35% but less than 40% 2.00 % 1.00 % Pricing Level 3 Greater than or equal to 40% 2.75 but less than 45% 1.50 2.25 % 1.25 % Pricing Level 3 4 Greater than 40% but less than or equal to 45% 3.00 but less than 55% 1.75 2.45 % 1.45 % Pricing Level 4 5 Greater than 45% but less than or equal to 55% 3.25 2.65 % 2.00 % Pricing Level Ratio LIBOR Rate Loans Base Rate Loans Pricing Level 5 Greater than 55% 3.50 % 2.25 1.65 % The initial Applicable Margin shall be at Pricing Level 41. The Applicable Margin shall not be adjusted based upon such ratio, if at all, until the first (1st) day of the first (1st) month following the delivery by Borrower to the Agent of the Compliance Certificate after the end of a calendar quarter. 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 Loans shall be at Pricing Level 5 until such failure is cured within any applicable cure period, or waived in writing by the Required Lenders, 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. In the event that the Agent and Agent, REIT, or the Borrower determine that any financial statements previously delivered were incorrect or inaccurate (regardless of whether this Agreement or the Revolving Credit Commitments are in effect when such inaccuracy is discovered), and such inaccuracy, if corrected, would have led to the application of a higher Applicable Margin for any period (an “Applicable Period”) than the Applicable Margin applied for such Applicable Period, then (i) the Borrower shall as soon as practicable deliver to the Agent the corrected financial statements for such Applicable Period, (ii) the Applicable Margin shall be determined as if the Pricing Level for such higher Applicable Margin were applicable for such Applicable Period, and (iii) the Borrower shall within three (3) Business Days of demand thereof by the Agent pay to the Agent the accrued additional amount owing as a result of such increased Applicable Margin for such Applicable Period, which payment shall be promptly applied by the Agent in accordance with this Agreement.
Appears in 1 contract
Samples: Credit Agreement (Carter Validus Mission Critical REIT II, Inc.)
