Applicable Margin. The 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 the end of the fiscal period for which financial statements and a Compliance Certificate have most recently been delivered to the Agent pursuant to ss.6.4 and the Senior Debt Rating shall be determined as of the last day of the preceding Rate Adjustment Period. The Applicable Margin shall be the applicable rate PER ANNUM, expressed in Basis Points, corresponding to the lower of the Levels set forth in the table below (with Level I being the lowest level and Level VI being the highest level) corresponding to the Fixed Charge Coverage Ratio or the Senior Debt Rating, PROVIDED THAT if the Fixed Charge Coverage Ratio and Senior Debt Rating are more than one Level apart, the Applicable Margin shall be one Level below the higher of the two applicable Levels. In the event that the Senior Debt Ratings assigned by Moodx'x xxx S&P are not equivalent, the following criteria shall determine which Level shall be applicable to the 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 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 of the two Levels. For purposes of clarity, the parties hereto acknowledge that the Applicable Margin with respect to (i) Eurodollar Rate Loans and Letter of Credit Fees shall be the rate per annum set forth in column D in the table below and (ii) the Facility Fee shall be the 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 AND LETTER OF CREDIT FEES 1/ -------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------- I [GREATER 2.50:1 S&P: A- 15.0 7.0 THAN OR Moodx'x: X0 or EQUAL TO] better -------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------- ---------- _______1/ As provided in ss.3.5, Letter of Credit Fees with respect to documentary Letters of Credit shall be calculated at one-half (1/2) the Applicable Margin set forth below.
Appears in 1 contract
Applicable Margin. The 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 the end of the fiscal period for which financial statements and a Compliance Certificate have most recently been delivered to the Agent pursuant to ss.6.4 and the Senior Debt Rating shall be determined as of the last day of the preceding Rate Adjustment Period. The Applicable Margin shall be the applicable rate PER ANNUM, expressed in Basis Pointsper annum, corresponding to the lower of the Levels set forth in the table below (with Level I being the lowest level and Level VI IV being the highest level) corresponding to the Fixed Charge Coverage Ratio or the Senior Debt Rating, PROVIDED THAT if the Fixed Charge Coverage Ratio and Senior Debt Rating are more than one Level apart, the Applicable Margin shall be one Level below the higher of the two applicable Levels. In the event that the Senior Debt Ratings assigned by Moodx'x xxx Xxxxx’x and S&P are not equivalent, the following criteria shall determine which Level shall be applicable to the Senior Debt Rating: (ia) if the Senior Debt Ratings are one Level apart, the Level applicable to the Senior Debt Rating shall be the lower of the two Levels and (iib) if the Senior Debt Ratings are more than one Level apart, the Level applicable to the Senior Debt Rating shall be one Level below above (i.e., towards Level IV) the higher lower of the two Levels. For purposes of clarity, the parties hereto acknowledge that (i) the Applicable Margin with respect to (i) Eurodollar Base Rate Loans and Letter shall be the rate per annum set forth in column C in the table below (as such Applicable Margin shall be adjusted pursuant to the last paragraph of Credit Fees this definition), (ii) the Applicable Margin with respect to Eurocurrency Rate Loans shall be the rate per annum set forth in column D in the table below (as such Applicable Margin shall be adjusted pursuant to the last paragraph of this definition) and (iiiii) the Facility Commitment Fee shall be the rate per annum set forth in column E in the table below. ======================================================================================================== E. A B C D E ======================================================================================================== LEVEL FIXED CHARGE SENIOR DEBT EURODOLLAR RATE FACILITY FEE COVERAGE RATIO RATING LOANS AND LETTER OF CREDIT FEES 1/ -------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------- Level Senior Debt Rating Base Rate Loans Eurocurrency Rate Loans Commitment Fee I [GREATER 2.50:1 S&P: A- 15.0 7.0 THAN OR Moodx'xBBB+ or better Xxxxx’x: X0 Baa1 or EQUAL TO] better -------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------- ---------- _______1/ As provided in ss.3.50 % 1.00 % 0.08 % II S&P: BBB Xxxxx’x: Baa2 0.125 % 1.125 % 0.09 % III S&P: BBB- Xxxxx’x: Baa3 0.375 % 1.375 % 0.125 % IV S&P: Lower than BBB- Xxxxx’x: Lower than Baa3 0.75 % 1.75 % 0.175 % Notwithstanding the foregoing, Letter of Credit Fees with respect if the Borrower fails to documentary Letters of Credit shall be calculated at one-half deliver any Compliance Certificate pursuant to §§5.4(a) or (1/2b) hereof then, for the period commencing on the date such Compliance Certificate was due through the date immediately preceding the Adjustment Date that occurs immediately following the date on which such Compliance Certificate is delivered, the Applicable Margin set forth belowshall be the Applicable Margin corresponding to Level IV above. The relevant Applicable Margin for Base Rate Loans and Eurocurrency Rate Loans, as determined in accordance with this definition, shall increase by (i) 0.25% per annum on the date which is 90 days after the Closing Date, (ii) an additional 0.50% per annum on the date which is 180 days after the Closing Date and (iii) an additional 0.50% per annum on the date which is 210 days after the Closing Date.
Appears in 1 contract
Samples: Credit Agreement (Staples Inc)
Applicable Margin. 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 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 Borrower; provided, however, that (A) 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 Pricing Level III (as shown below) and shall remain at Pricing Level III until the Fixed Charge Coverage Ratio and first Calculation Date occurring after the Senior Debt Rating. The Fixed Charge Coverage Ratio Closing Date and, thereafter the Pricing Level shall be determined as at the end of the fiscal period for which financial statements and a Compliance Certificate have most recently been delivered by reference to the Agent pursuant to ss.6.4 and the Senior Debt Rating shall be determined Secured Leverage Ratio as of the last day of the most recently ended Fiscal Quarter of the Borrower preceding Rate Adjustment Period. The 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 applicable rate PER ANNUM, expressed in Basis Points, corresponding Pricing Level shall be determined by reference to the lower Senior Secured Leverage Ratio as of the Levels set forth 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 the table below (with Level I being the lowest level and Level VI being the highest level) corresponding to the Fixed Charge Coverage Ratio or the Senior Debt Rating, PROVIDED THAT if the Fixed Charge Coverage Ratio and Senior Debt Rating are more than one Level apartpreceding sentence, the Applicable Margin shall be effective from one Level below Calculation Date until the higher of next Calculation Date. Any adjustment in the two applicable Levels. In the event that the Senior Debt Ratings assigned by Moodx'x xxx S&P are not equivalent, the following criteria shall determine which Level Applicable Margin shall be applicable to the 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 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 of the two Levels. For purposes of clarity, the parties hereto acknowledge that the Applicable Margin with respect to (i) Eurodollar Rate Loans and Letter all Extensions of Credit Fees shall be the rate per annum set forth in column D in the table below and (ii) the Facility Fee shall be the rate per annum set forth in column E in the table belowthen existing or subsequently made or issued. ======================================================================================================== A B C D E ======================================================================================================== LEVEL FIXED CHARGE SENIOR DEBT EURODOLLAR RATE FACILITY FEE COVERAGE RATIO RATING LOANS AND LETTER OF CREDIT FEES 1/ -------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------- Pricing Grid Senior Secured Level Leverage Ratio Applicable Base Rate Margin Applicable LIBOR Rate Margin ------------ ----------------------- --------------------------- ---------------------------- I [GREATER 2.50:1 S&P: A- 15.0 7.0 THAN OR Moodx'x: X0 Greater than or EQUAL TO] better -------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------- ---------- _______1/ As provided in ss.3.5, Letter of Credit Fees with respect equal 1.00% 2.25% to documentary Letters of Credit shall be calculated at one-half (1/2) the Applicable Margin set forth below.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. 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 equal to the percentages set forth in effect for each period commencing the Certificate delivered on an Adjustment the Closing Date through pursuant to 6.2(d)(ii); PROVIDED the date immediately preceding Term Loan Applicable Margin shall initially be 1.5% and remain at 1.5% until the next Adjustment conditions set forth in Section 6.4 are satisfied, and shall remain at such level until the first Calculation Date (each a "Rate Adjustment Period") based on a determination of occurring after the Fixed Charge Coverage Ratio and Closing Date and, thereafter the Senior Debt Rating. The Fixed Charge Coverage Ratio Pricing Level shall be determined as at the end of the fiscal period for which financial statements and a Compliance Certificate have most recently been delivered by reference to the Agent pursuant to ss.6.4 and the Senior Debt Rating shall be determined Leverage Ratio as of the last day of the most recently ended fiscal quarter of the Borrower preceding Rate Adjustment Periodthe 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 be effective from one Calculation Date until the applicable rate PER ANNUM, expressed next Calculation Date. Any adjustment in Basis Points, corresponding to the lower of the Levels set forth in the table below (with Level I being the lowest level and Level VI being the highest level) corresponding to the Fixed Charge Coverage Ratio or the Senior Debt Rating, PROVIDED THAT if the Fixed Charge Coverage Ratio and Senior Debt Rating are more than one Level apart, the Applicable Margin shall be one Level below the higher of the two applicable Levels. In the event that the Senior Debt Ratings assigned by Moodx'x xxx S&P are not equivalent, the following criteria shall determine which Level shall be applicable to the 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 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 of the two Levels. For purposes of clarity, the parties hereto acknowledge that the Applicable Margin with respect to (i) Eurodollar Rate Loans and Letter all Extensions of Credit Fees shall be the rate per annum set forth in column D in the table below and (ii) the Facility Fee shall be the rate per annum set forth in column E in the table belowthen existing or subsequently made or issued. ======================================================================================================== A B C D E ======================================================================================================== REVOLVER REVOLVER PRICING LEVEL FIXED CHARGE SENIOR DEBT EURODOLLAR LEVERAGE RATIO LIBOR BASE RATE FACILITY FEE COVERAGE RATIO RATING LOANS AND LETTER OF CREDIT FEES 1/ -------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------- TERM LOAN ------------- -------------- ----- --------- --------- I [GREATER 2.50:1 S&P: A- 15.0 7.0 THAN OR Moodx'x: X0 Greater than or EQUAL TO] better -------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------- ---------- _______1/ As provided in ss.3.5equal 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, Letter of Credit Fees with respect but less than 4.00 to documentary Letters of Credit shall be calculated at one-half (1/2) the Applicable Margin set forth below.1.0 III Greater than or equal to 1.500% 0.500% 1% 3.00 to 1.0, 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. The Applicable Margin shall be in effect for each period commencing on an Adjustment Date through the On any 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 the end of the fiscal period for which financial statements and a Compliance Certificate have most recently been delivered to the Agent pursuant to ss.6.4 and the Senior Debt Rating shall be determined as of the last day of the preceding Rate Adjustment Period. The Applicable Margin shall be the applicable rate PER ANNUM, expressed in Basis Points, corresponding to that the lower of the Levels set forth in Ratings issued from time to time by the table below (with Level I being Rating Agencies for the lowest level and Level VI being the highest level) corresponding to the Fixed Charge Coverage Ratio or the Senior Debt Borrower is a Qualifying Rating, PROVIDED THAT if the Fixed Charge Coverage Ratio and Senior Debt Rating are more than one Level apart, the Applicable Margin shall be as set forth below: Pricing Level LIBOR Rate Loans Base Rate Loans Pricing Xxxxx 0 1.75% 0% In the event that any of the Rating Agencies issues a Rating for the Borrower that is a Qualifying Rating, or in the event of any change in a Rating of the Borrower by any of the Rating Agencies, or if the Borrower's Rating, after having obtained a Qualifying Rating, shall cease at any time to be a Qualifying Rating by any of the Rating Agencies (but subject to the provisions within the definition of the term "Qualifying Rating"), such change shall effect a change in the Applicable Margin, as applicable, on the first (1st) day of the first (1st) month following the Rating Notice Date. On any date that the lower of the Ratings for the Borrower is not a Qualifying Rating, or the Borrower has not obtained a Qualifying Rating from either S&P or Xxxxx'x, the Applicable Margin shall be based upon the ratio of the Consolidated Total Liabilities of the Borrower to the Consolidated Total Assets of the Borrower as set forth below. It is the intention of the parties that if the Borrower shall only obtain a Qualifying Rating from one of S&P or Xxxxx'x without seeking a Qualifying Rating from the other of S&P or Xxxxx'x, the Borrower shall be entitled to the benefit of the Pricing Level below 1 described above; provided that if the higher Borrower shall have obtained a Qualifying Rating from both of S&P and Xxxxx'x, the lower of the two ratings (or the loss of the Qualifying Rating from either or both of S&P or Xxxxx'x thereafter) shall control. The Borrower may obtain a Rating from Fitch in lieu of a Rating from S&P or Xxxxx'x, which Rating shall be considered for the purposes hereof, provided that in no event may a Rating from Fitch be the sole Rating for the purposes hereof. On any date on which the Applicable Margin is to be determined based upon the ratio of the Consolidated Total Liabilities of the Borrower to the Consolidated Total Assets of the Borrower, the applicable Levelsmargin set forth below based on the ratio of the Consolidated Total Liabilities of Borrower to the Consolidated Total Assets of Borrower: -------------------------------------------------------------------------------- Base Rate Pricing Level Ratio LIBOR Rate Loans Loans -------------------------------------------------------------------------------- Pricing Level 2 Less than 45% 1.875% 0% -------------------------------------------------------------------------------- Pricing Level 3 Greater than or equal to 45% but less than 50% 2.000% 0% -------------------------------------------------------------------------------- Pricing Level 4 Greater than or equal to 50% but less than 55% 2.125% 0% -------------------------------------------------------------------------------- Pricing Xxxxx 0 55% or greater 2.250% 0% -------------------------------------------------------------------------------- The initial Applicable Margin shall be at Pricing Level 3. 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 at the end of a fiscal quarter. In the event that the Senior Debt Ratings assigned by Moodx'x xxx S&P are not equivalent, the following criteria Borrower shall determine which Level shall be applicable fail to deliver to the Senior Debt Rating: Agent a quarterly Compliance Certificate on or before the date required by (i) if the Senior Debt Ratings are one Level apartS)7.4(c), the Level applicable to the Senior Debt Rating shall be the lower then without limiting any other rights of the two Levels Agent and (ii) if the Senior Debt Ratings are more than one Level apartLenders under this Agreement, the Level applicable to the Senior Debt Rating shall be one Level below the higher of the two Levels. For purposes of clarity, the parties hereto acknowledge that the Applicable Margin with respect to (i) Eurodollar Rate Loans and Letter of Credit Fees shall be the rate per annum set forth in column D in the table below and (ii) the Facility Fee shall be the 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 AND LETTER OF CREDIT FEES 1/ -------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------- I [GREATER 2.50:1 S&P: A- 15.0 7.0 THAN OR Moodx'x: X0 or EQUAL TO] better -------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------- ---------- _______1/ As provided in ss.3.5, Letter of Credit Fees with respect to documentary Letters of Credit shall be calculated at one-half (1/2) the Applicable Margin set forth belowPricing Level 5 until such failure is cured within any applicable cure period.
Appears in 1 contract
Applicable Margin. The 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 PeriodRATE 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 the end of the fiscal period for which financial statements and a Compliance Certificate have most recently been delivered to the Agent pursuant to ss.6.4 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 be the applicable rate PER ANNUM, expressed in Basis Points, corresponding to the lower of the Levels set forth in the table below (with Level I being the lowest level and Level VI being the highest level) corresponding to the Fixed Charge Coverage Ratio or the Senior Debt Rating, PROVIDED THAT if the Fixed Charge Coverage Ratio and Senior Debt Rating are more than one Level apart, the Applicable Margin shall be one Level below the higher of the two applicable Levels. In the event that the Senior Debt Ratings assigned by Moodx'x xxx Xxxxx'x and S&P are not equivalent, the following criteria shall determine which Level shall be applicable to the 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 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 of the two Levels. For purposes of clarity, the parties hereto acknowledge that the Applicable Margin with respect to (i) Eurodollar Rate Loans and Letter of Credit Fees shall be the rate per annum set forth in column D in the table below and (ii) the Facility Fee shall be the 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 AND LETTER OF CREDIT FEES 1/ -------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------- ------------ ------------------------ ------------------- ------------------------ ----------------------- I [GREATER (greater than 2.50:1 S&P: A- 15.0 X- 00.0 7.0 THAN OR Moodx'xor equal to) Xxxxx'x: X0 A3 or EQUAL TO] better -------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------- ---------- _______1/ As provided in ss.3.5, Letter of Credit Fees with respect to documentary Letters of Credit shall be calculated at one-half ------------ ------------------------ ------------------- ------------------------ ----------------------- II (1/2greater than 2.25:1 S&P: BBB+ 41.0 9.0 or equal to) the Applicable Margin set forth below.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. The Initially, the Applicable Margin shall be the applicable rate per annum, corresponding to Level III set forth in the table below; thereafter, the 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. Rating by Xxxxx’x and S&P. The Fixed Charge Coverage Ratio shall be determined as at the end of the fiscal period for which financial statements and a Compliance Certificate have most recently been delivered to the Administrative Agent pursuant to ss.6.4 §6.4 hereof and the Senior Debt Rating shall be determined as of the last day of the preceding Rate Adjustment Period. The Applicable Margin shall be the applicable rate PER ANNUM, expressed in Basis Pointsper annum, corresponding to the lower higher of the Levels set forth in the table below (with Level I being the lowest highest level and Level VI V being the highest lowest level) corresponding to the Fixed Charge Coverage Ratio or the Senior Debt Rating, PROVIDED THAT if . In the event that the Level derived from the Senior Debt Ratings and the Level derived from the Fixed Charge Coverage Ratio and Senior Debt Rating are more than one Level two Levels apart, the applicable Level for the Applicable Margin shall be one the Level below that is two Levels higher than the higher lower of the two applicable Levels. In the event that the Senior Debt Ratings assigned by Moodx'x xxx Xxxxx’x and S&P are not equivalent, the following criteria shall determine which Level shall be applicable to the Senior Debt Rating: (ia) if the Senior Debt Ratings are one Level apart, the Level applicable to the Senior Debt Rating shall be the lower higher of the two Levels and (iib) if the Senior Debt Ratings are more than one Level apart, the Level applicable to the Senior Debt Rating shall be one Level below higher than the higher lower of the two Levels. For purposes of clarity, the parties hereto acknowledge that (i) the Applicable Margin with respect to (i) Eurodollar Eurocurrency Rate Loans and Letter of Credit Fees shall be the rate per annum set forth in column D in the table below and below, (ii) the Facility Fee Applicable Margin with respect to Base Rate Loans shall be the 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 AND LETTER OF CREDIT FEES 1/ -------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------- I [GREATER 2.50:1 S&P: A- 15.0 7.0 THAN OR Moodx'x: X0 or EQUAL TO] better -------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------- ---------- _______1/ As provided , (iii) the Facility Fee shall be the rate per annum set forth in ss.3.5column F in the table below, (iv) the Letter of Credit Fees Fee with respect to standby Letters of Credit shall be the rate per annum set forth in column G in the table below and (v) the Letter of Credit Fee with respect to documentary Letters of Credit shall be calculated at one-half the rate per annum set forth in column H in the table below. 47438543.7 A B C D E F G H Level Fixed Charge Coverage Ratio Senior Debt Rating Eurocurrency Rate Loans Base Rate Loans Facility Fee Standby Letter of Credit Fee Documentary Letter of Credit Fee I > 4.00:1 S&P: A Xxxxx’x: A2 or better 0.795% 0.000% 0.080% 0.795% 0.3975% II > 2.75:1 and < 4.00:1 S&P: A- Xxxxx’x: A3 or better 0.90% 0.000% 0.100% 0.900% 0.4500% III > 2.50:1 and < 2.75:1 S&P: BBB+ Xxxxx’x: Baa1 or better 1.125% 0.125% 0.125% 1.125% 0.5625% V < 2.25:1 S&P: BBB- or lower Xxxxx’x: Baa3 or lower 1.400% 0.400% 0.225% 1.400% 0.700% Notwithstanding the foregoing, if the Borrower fails to deliver any Compliance Certificate pursuant to §§6.4(a) or (1/2b) hereof then, for the period commencing on the date such Compliance Certificate was due through the date immediately preceding the Adjustment Date that occurs immediately following the date on which such Compliance Certificate is delivered, the Applicable Margin set forth belowshall be the Applicable Margin corresponding to Level V above.
Appears in 1 contract
Samples: Credit Agreement (Staples Inc)
Applicable Margin. 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 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 Borrower; provided, however, that (A) 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 Pricing Level II (as shown below) and shall remain at Pricing Level II until the Fixed Charge Coverage Ratio and first Calculation Date occurring after the Senior Debt Rating. The Fixed Charge Coverage Ratio Closing Date and, thereafter the Pricing Level shall be determined as at the end of the fiscal period for which financial statements and a Compliance Certificate have most recently been delivered by reference to the Agent pursuant Adjusted Debt to ss.6.4 and the Senior Debt Rating shall be determined EBITDAR Ratio as of the last day of the most recently ended Fiscal Quarter of the Borrower preceding Rate Adjustment Period. The 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 applicable rate PER ANNUM, expressed in Basis Points, corresponding Pricing Level shall be determined by reference to the lower Adjusted Debt to EBITDAR Ratio as of the Levels set forth 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 the table below (with Level I being the lowest level and Level VI being the highest level) corresponding to the Fixed Charge Coverage Ratio or the Senior Debt Rating, PROVIDED THAT if the Fixed Charge Coverage Ratio and Senior Debt Rating are more than one Level apartpreceding sentence, the Applicable Margin shall be effective from one Level below Calculation Date until the higher of next Calculation Date. Any adjustment in the two applicable Levels. In the event that the Senior Debt Ratings assigned by Moodx'x xxx S&P are not equivalent, the following criteria shall determine which Level Applicable Margin shall be applicable to the 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 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 of the two Levels. For purposes of clarity, the parties hereto acknowledge that the Applicable Margin with respect to (i) Eurodollar Rate Loans and Letter all Extensions of Credit Fees shall be the rate per annum set forth in column D in the table below and (ii) the 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 Fee shall be the 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 AND LETTER OF CREDIT FEES 1/ -------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------- Facility Credit Facility Facility ---------- ----------------------- ----------------- --------------- ----------------- --------------- I [GREATER 2.50:1 S&P: A- 15.0 7.0 THAN OR Moodx'x: X0 Greater than or EQUAL TO] better -------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------- ---------- _______1/ As provided in ss.3.5, Letter of Credit Fees with respect equal 1.750% 2.750% 3.000% 4.000% to documentary Letters of Credit shall be calculated at one-half (1/2) the Applicable Margin set forth below.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. 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 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 Pricing Level III (as shown below) and shall remain at Pricing Level III until receipt by the Administrative Agent of the Fixed Charge Coverage Ratio and Officer's Compliance Certificate for the Senior Debt Rating. The Fixed Charge Coverage Ratio period ended December 28, 2003 and, thereafter the Pricing Level shall be determined as at the end of the fiscal period for which financial statements and a Compliance Certificate have most recently been delivered by reference to the Agent pursuant to ss.6.4 and the Senior Debt Rating shall be determined Total Leverage Ratio as of the last day of the most recently ended fiscal quarter of the Borrower preceding Rate Adjustment Periodthe 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 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 shall be effective from one Calculation Date until the applicable rate PER ANNUM, expressed next Calculation Date. Any adjustment in Basis Points, corresponding to the lower of the Levels set forth in the table below (with Level I being the lowest level and Level VI being the highest level) corresponding to the Fixed Charge Coverage Ratio or the Senior Debt Rating, PROVIDED THAT if the Fixed Charge Coverage Ratio and Senior Debt Rating are more than one Level apart, the Applicable Margin shall be one Level below the higher of the two applicable Levels. In the event that the Senior Debt Ratings assigned by Moodx'x xxx S&P are not equivalent, the following criteria shall determine which Level shall be applicable to the 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 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 of the two Levels. For purposes of clarity, the parties hereto acknowledge that the Applicable Margin with respect to (i) Eurodollar Rate Loans and Letter all Extensions of Credit Fees shall be the rate per annum set forth in column D in the table below and (ii) the Facility Fee shall be the rate per annum set forth in column E in the table belowthen existing or subsequently made or issued. ======================================================================================================== A B C D E ======================================================================================================== REVOLVING CREDIT LOANS TERM LOANS ----------------------------------------------------------------------------------------------------------- PRICING LEVEL FIXED CHARGE SENIOR DEBT EURODOLLAR TOTAL LEVERAGE RATIO LIBOR BASE RATE FACILITY FEE COVERAGE RATIO RATING LOANS AND LETTER OF CREDIT FEES 1/ 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 [GREATER 2.50:1 S&P: A- 15.0 7.0 THAN OR Moodx'x: X0 Less than or EQUAL TO] better -------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------- ---------- _______1/ As provided in ss.3.5, Letter of Credit Fees with respect equal to documentary Letters of Credit shall be calculated at one-half (1/2) the Applicable Margin set forth below.2.00 2.50% 1.25% 3.00% 1.75% --------------------------------------------------------------------------------------------------------
Appears in 1 contract
Applicable Margin. 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 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 Pricing Level I (as set forth below) and shall remain at Pricing Level I (as set forth below) until the Fixed Charge Coverage Ratio Calculation Date with respect to the fiscal quarter ending June 30, 2002 and the Senior Debt Rating. The Fixed Charge Coverage Ratio thereafter shall be determined as at the end of the fiscal period for which financial statements and a Compliance Certificate have most recently been delivered by reference to the Agent pursuant to ss.6.4 and the Senior Debt Rating shall be determined Total Leverage Ratio as of the last day of the most recently ended fiscal quarter of the Borrower preceding Rate Adjustment Periodthe 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 be effective from one Calculation Date until the applicable rate PER ANNUM, expressed next Calculation Date. Any adjustment in Basis Points, corresponding to the lower of the Levels set forth in the table below (with Level I being the lowest level and Level VI being the highest level) corresponding to the Fixed Charge Coverage Ratio or the Senior Debt Rating, PROVIDED THAT if the Fixed Charge Coverage Ratio and Senior Debt Rating are more than one Level apart, the Applicable Margin shall be one Level below the higher of the two applicable Levels. In the event that the Senior Debt Ratings assigned by Moodx'x xxx S&P are not equivalent, the following criteria shall determine which Level shall be applicable to the Senior Debt Rating: (i) if the Senior Debt Ratings are one 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 apartI 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, the but greater than 2.5 to 1.0 ------------------------------------------------------------------------------------------------------------------ Level applicable III Less than or 2.25% 1.00% 2.75% 1.50% equal to the Senior Debt Rating shall be the lower of the two Levels and (ii) if the Senior Debt Ratings are more than one Level apart, the Level applicable 2.5 to the Senior Debt Rating shall be one Level below the higher of the two Levels. For purposes of clarity, the parties hereto acknowledge that the Applicable Margin with respect to (i) Eurodollar Rate Loans and Letter of Credit Fees shall be the rate per annum set forth in column D in the table below and (ii) the Facility Fee shall be the 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 AND LETTER OF CREDIT FEES 1/ -------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------- I [GREATER 2.50:1 S&P: A- 15.0 7.0 THAN OR Moodx'x: X0 or EQUAL TO] better -------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------- ---------- _______1/ As provided in ss.3.5, Letter of Credit Fees with respect to documentary Letters of Credit shall be calculated at one-half (1/2) the Applicable Margin set forth below.1.0 ------------------------------------------------------------------------------------------------------------------
Appears in 1 contract
Samples: Credit Agreement (Veridian Corp)
Applicable Margin. The 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 the end of the fiscal period for which financial statements and a Compliance Certificate have most recently been delivered to the Agent pursuant to ss.6.4 and the Senior Debt Rating shall be determined as of the last day of the preceding Rate Adjustment Period. The Applicable Margin shall be the applicable rate PER ANNUM, expressed in Basis Pointsper annum, corresponding to the lower of the Levels set forth in the table below (with Level I being the lowest level and Level VI IV being the highest level) corresponding to the Fixed Charge Coverage Ratio or the Senior Debt Rating, PROVIDED THAT if the Fixed Charge Coverage Ratio and Senior Debt Rating are more than one Level apart, the Applicable Margin shall be one Level below the higher of the two applicable Levels. In the event that the Senior Debt Ratings assigned by Moodx'x xxx Xxxxx’x and S&P are not equivalent, the following criteria shall determine which Level shall be applicable to the Senior Debt Rating: (ia) if the Senior Debt Ratings are one Level apart, the Level applicable to the Senior Debt Rating shall be the lower of the two Levels and (iib) if the Senior Debt Ratings are more than one Level apart, the Level applicable to the Senior Debt Rating shall be one Level below above (i.e., towards Level IV) the higher lower of the two Levels. For purposes of clarity, the parties hereto acknowledge that (i) the Applicable Margin with respect to (i) Eurodollar Base Rate Loans shall be the rate per annum set forth in column C in the table below (as such Applicable Margin shall be adjusted pursuant to the last paragraph of this definition) and Letter of Credit Fees (ii) the Applicable Margin with respect to Eurocurrency Rate Loans shall be the rate per annum set forth in column D in the table below and (iias such Applicable Margin shall be adjusted pursuant to the last paragraph of this definition). A Level B Senior Debt Rating C Base Rate Loans Eurocurrency Rate Loans I S&P: BBB+ or better Xxxxx’x: Baa1 or better 0.25 % 1.25 % II S&P: BBB Xxxxx’x: Baa2 0.50 % 1.50 % III S&P: BBB-Xxxxx’x: Baa3 0.75 % 1.75 % IV S&P: Lower than BBB-Xxxxx’x: Lower than Baa3 1.50 % 2.50 % Notwithstanding the foregoing, if the Borrower fails to deliver any Compliance Certificate pursuant to §§5.4(a) or (b) hereof then, for the Facility Fee period commencing on the date such Compliance Certificate was due through the date immediately preceding the Adjustment Date that occurs immediately following the date on which such Compliance Certificate is delivered, the Applicable Margin shall be the 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 AND LETTER OF CREDIT FEES 1/ -------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------- I [GREATER 2.50:1 S&P: A- 15.0 7.0 THAN OR Moodx'x: X0 or EQUAL TO] better -------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------- ---------- _______1/ As provided in ss.3.5, Letter of Credit Fees with respect to documentary Letters of Credit shall be calculated at one-half (1/2) the Applicable Margin set forth belowcorresponding to Level IV above.
Appears in 1 contract
Samples: Credit Agreement (Staples Inc)
Applicable Margin. The 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 the end of the fiscal period for which financial statements and a Compliance Certificate have most recently been delivered to the Administrative Agent pursuant to ss.6.4 §6.4 hereof and the Senior Debt Rating shall be determined as of the last day of the preceding Rate Adjustment Period. The Applicable Margin shall be the applicable rate PER ANNUM, expressed in Basis Pointsper annum, corresponding to the lower of the Levels set forth in the table below (with Level I being the lowest level and Level VI V being the highest level) corresponding to the Fixed Charge Coverage Ratio or the Senior Debt Rating, PROVIDED THAT provided that if the Fixed Charge Coverage Ratio and Senior Debt Rating are more than one Level apart, the Applicable Margin shall be one Level below the higher of the two applicable Levels. In the event that the Senior Debt Ratings assigned by Moodx'x xxx Xxxxx’x and S&P are not equivalent, the following criteria shall determine which Level shall be applicable to the Senior Debt Rating: (ia) if the Senior Debt Ratings are one Level apart, the Level applicable to the Senior Debt Rating shall be the lower of the two Levels and (iib) 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 of the two Levels. For purposes of clarity, the parties hereto acknowledge that (i) the Applicable Margin with respect to (i) Eurodollar Eurocurrency Rate Loans and Letter of Credit Fees shall be the rate per annum set forth in column D in the table below and below, (ii) the Facility Fee shall be the rate per annum set forth in column E in the table below. ======================================================================================================== below and (iii) the Utilization Fee shall be the rate per annum set forth in column F. A B C D E ======================================================================================================== LEVEL FIXED CHARGE SENIOR DEBT EURODOLLAR RATE FACILITY FEE COVERAGE RATIO RATING LOANS AND LETTER OF CREDIT FEES 1/ -------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------- F Level Fixed Charge Coverage Ratio Senior Debt Rating Eurocurrency Rate Loans Facility Fee Utilization Fee I [GREATER > 2.75:1 S&P: A- Xxxxx’x: A3 or better 0.310% 0.090% 0.100% II > 2.50:1 and <2.75:1 S&P: BBB+ Xxxxx’x: Baa1 or better 0.390% 0.110% 0.100% III > 2.25:1 and <2.50:1 S&P: A- 15.0 7.0 THAN OR Moodx'xBBB Xxxxx’x: X0 Baa2 or EQUAL TO] better -------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------- ---------- _______1/ As provided in ss.3.50.475% 0.150% 0.125% IV > 2.00:1 and <2.25:1 S&P: BBB- Xxxxx’x: Baa3 or better 0.675% 0.200% 0.125% V <2.00:1 S&P: lower than BBB- Xxxxx’x: lower than Baa3 0.875% 0.250% 0.125% Notwithstanding the foregoing, Letter of Credit Fees with respect (A) for the period commencing on the Closing Date through the date immediately preceding the first Adjustment Date to documentary Letters of Credit shall be calculated at one-half (1/2) occur after the date which is six months from the Closing Date, the Applicable Margin set forth belowshall be that corresponding to Level II in the table above, and (B) if the Borrower fails to deliver any Compliance Certificate pursuant to §§6.4(a) or (b) hereof then, for the period commencing on the date such Compliance Certificate was due through the date immediately preceding the Adjustment Date that occurs immediately following the date on which such Compliance Certificate is delivered, the Applicable Margin shall be the Applicable Margin corresponding to Level V above.
Appears in 1 contract
Applicable Margin. The 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 PeriodRATE 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 the end of the fiscal period for which financial statements and a Compliance Certificate have most recently been delivered to the Agent pursuant to ss.6.4 Section 6.4 and the Senior Debt Rating shall be determined as of the last day of the preceding Rate Adjustment Period. The Applicable Margin shall be the applicable rate PER ANNUM, expressed in Basis Points, corresponding to the lower of the Levels set forth in the table below (with Level I being the lowest level and Level VI being the highest level) corresponding to the Fixed Charge Coverage Ratio or the Senior Debt Rating, PROVIDED THAT if the Fixed Charge Coverage Ratio and Senior Debt Rating are more than one Level apart, the Applicable Margin shall be one Level below the higher of the two applicable Levels. In the event that the Senior Debt Ratings assigned by Moodx'x xxx Xxxxx'x and S&P are not equivalent, the following criteria shall determine which Level shall be applicable to the Senior Debt Rating: (ia) if the Senior Debt Ratings are one Level apart, the Level applicable to the Senior Debt Rating shall be the lower of the two Levels and (iib) 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 of the two Levels. For purposes of clarity, the parties hereto acknowledge that (i) the Applicable Margin with respect to (i) Eurodollar Rate Loans and Letter of Credit Fees shall be the rate per annum set forth in column D in the table below and below, (ii) the Facility Fee shall be the rate per annum set forth in column E in the table below. ======================================================================================================== below and (iii) the Utilization Fee shall be the rate per annum set forth in column F. ------------- ------------------- ------------------------ ---------------- ----------------- -------------------- A B C D E ======================================================================================================== F ------------- ------------------- ------------------------ ---------------- ----------------- -------------------- LEVEL FIXED CHARGE SENIOR DEBT RATING EURODOLLAR RATE FACILITY FEE UTILIZATION FEE COVERAGE RATIO RATING RATE LOANS AND LETTER OF CREDIT FEES 1/ -------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------- ------------- ------------------- ------------------------ ---------------- ----------------- -------------------- I [GREATER greater than or equal to 2.75:1 S&P: A- 0.350% 0.100% 0.050% Xxxxx'x: A3 or better ------------- ------------------- ------------------------ ---------------- ----------------- -------------------- II greater than or equal to 2.50:1 S&P: A- 15.0 7.0 THAN OR Moodx'xBBB+ 0.525% 0.125% 0.100% and Xxxxx'x: X0 Baa1 or EQUAL TO] better -------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------- ---------- _______1/ As provided in ss.3.5less than 2.75:1 ------------- ------------------- ------------------------ ---------------- ----------------- -------------------- III greater than or equal to 2.25:1 S&P: BBB 0.650% 0.150% 0.075% and Xxxxx'x: Baa2 or better less than 2.50:1 ------------- ------------------- ------------------------ ---------------- ----------------- -------------------- IV greater than or equal to 2.00:1 S&P: BBB- 0.800% 0.200% 0.125% and Xxxxx'x: Baa3 or better less than 2.25:1 ------------- ------------------- ------------------------ ---------------- ----------------- -------------------- V greater than or equal to 1.75:1 S&P: BB+ 0.950% 0.300% 0.250% and Xxxxx'x: Ba1 or better less than 2.00:1 ------------- ------------------- ------------------------ ---------------- ----------------- -------------------- VI less than 1.75:1 lower than 1.100% 0.350% 0.300% S&P: BB+ Xxxxx'x: Ba1 or unrated ------------- ------------------- ------------------------ ---------------- ----------------- -------------------- Notwithstanding the foregoing, Letter of Credit Fees with respect (A) for the period commencing on the Closing Date through the date immediately preceding the first Adjustment Date to documentary Letters of Credit shall be calculated at one-half (1/2) occur after the date which is six months from the Closing Date, the Applicable Margin set forth belowshall be that corresponding to Level III in the table above, and (B) if the Borrower fails to deliver any Compliance Certificate pursuant to Section 6.4(c) hereof then, for the period commencing on the date such Compliance Certificate was due through the date immediately preceding the Adjustment Date that occurs immediately following the date on which such Compliance Certificate is delivered, the Applicable Margin shall be the Applicable Margin corresponding to Level VI above. APPLICABLE PENSION LEGISLATION. At any time, any pension or retirement benefits legislation (be it national, federal, provincial, territorial or otherwise) then applicable to the Borrower or any of its Subsidiaries.
Appears in 1 contract
Applicable Margin. 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 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 Borrower; provided, however, that (A) 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 Pricing Level III (as shown below) and shall remain at Pricing Level III until the Fixed Charge Coverage Ratio and first Calculation Date following the Senior Debt Rating. The Fixed Charge Coverage Ratio first full Fiscal Quarter occurring after the Closing Date and, thereafter the Pricing Level shall be determined as at the end of the fiscal period for which financial statements and a Compliance Certificate have most recently been delivered by reference to the Agent pursuant Adjusted Debt to ss.6.4 and the Senior Debt Rating shall be determined EBITDAR Ratio as of the last day of the most recently ended Fiscal Quarter of the Borrower preceding Rate Adjustment Period. The 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 applicable rate PER ANNUM, expressed in Basis Points, corresponding Pricing Level shall be determined by reference to the lower Adjusted Debt to EBITDAR Ratio as of the Levels set forth 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 the table below (with Level I being the lowest level and Level VI being the highest level) corresponding to the Fixed Charge Coverage Ratio or the Senior Debt Rating, PROVIDED THAT if the Fixed Charge Coverage Ratio and Senior Debt Rating are more than one Level apartpreceding sentence, the Applicable Margin shall be effective from one Level below Calculation Date until the higher of next Calculation Date. Any adjustment in the two applicable Levels. In the event that the Senior Debt Ratings assigned by Moodx'x xxx S&P are not equivalent, the following criteria shall determine which Level Applicable Margin shall be applicable to all Extensions of Credit then existing or subsequently made or issued. Notwithstanding the Senior Debt Rating: foregoing, in the event that any financial statement or Officer’s Compliance Certificate delivered pursuant to Section 8.1 or 8.2 is shown to be inaccurate (regardless of whether (i) if the Senior Debt Ratings are one Level apartthis Agreement is in effect, the Level applicable to the Senior Debt Rating shall be the lower of 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 of the two Levels. For purposes of clarity, the parties hereto acknowledge that the Applicable Margin with respect to (i) Eurodollar Rate Loans and Letter of Credit Fees shall be the rate per annum set forth in column D in the table below and (ii) the Facility Fee shall be the rate per annum set forth Revolving Credit Commitment is 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 AND LETTER OF CREDIT FEES 1/ -------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------- I [GREATER 2.50:1 S&P: A- 15.0 7.0 THAN OR Moodx'x: X0 effect, or EQUAL TO] better -------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------- ---------- _______1/ As provided in ss.3.5, Letter (iii) any Extension of Credit Fees with respect is outstanding when such inaccuracy is discovered or such financial statement or Officer’s Compliance Certificate was delivered), and such inaccuracy, if corrected, would have led to documentary Letters the application of Credit a higher Applicable Margin for any period (an “Applicable Period”) than the Applicable Margin applied for such Applicable Period, then (x) the Borrower shall be calculated at one-half promptly deliver to the Administrative Agent a corrected Officer’s Compliance Certificate for such Applicable Period, (1/2y) the Applicable Margin set forth below.for such Applicable Period shall be determined as if the Adjusted Debt to EBITDAR Ratio in the corrected Officer’s Compliance Certificate were applicable for such Applicable Period, and (z) the Borrower shall promptly and retroactively be obligated to pay to the Administrative Agent the accrued additional 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. The term “Applicable Margin shall Margin” means the annual percentage rate to be in effect for each period commencing on an Adjustment Date through added to LIBOR to determine the date immediately preceding the next Adjustment Date (each a "LIBOR Rate Adjustment Period") based on a determination of the Fixed Charge Coverage Ratio and the Senior Debt Ratingunder this Agreement. The Fixed Charge Coverage Ratio shall be determined as at the end of the fiscal period for which financial statements and a Compliance Certificate have most recently been delivered to the Agent pursuant to ss.6.4 and the Senior Debt Rating shall be determined as of the last day of the preceding Rate Adjustment Period. The Applicable Margin shall be the applicable rate PER ANNUM, expressed in Basis Points, corresponding to the lower of the Levels set forth in the table below (with Level I being the lowest level and Level VI being the highest level) corresponding to the Fixed Charge Coverage Ratio or the Senior Debt Rating, PROVIDED THAT if the Fixed Charge Coverage Ratio and Senior Debt Rating are more than one Level apartInitially, the Applicable Margin shall be one Level below the higher of the two applicable Levels1.80% per annum. In the event that the Senior The Applicable Margin will be adjusted (up or down) on a quarterly basis as determined by Borrower’s Total Funded Debt Ratings assigned by Moodx'x xxx S&P are not equivalent, the following criteria shall determine which Level shall be applicable to the 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 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 of the two LevelsEBITDA ratio. For purposes of clarity, the parties hereto acknowledge that Adjustments in the Applicable Margin with respect will be determined by reference to the following grid: If Total Funded Debt to EBITDA Ratio 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 1.0 1.50% Within forty-five (i45) Eurodollar Rate Loans and Letter days of Credit Fees the end of each Fiscal Quarter of Borrower (provided that Borrower shall have ninety (90) days after the end of each Fiscal Year), Borrower shall (a) deliver to BANK its Financial Statements covering such Fiscal Quarter (which shall be management prepared financial statements for purposes hereof), (b) deliver to BANK the rate per annum set forth in column D in the table below quarterly financial covenant compliance certificate of Borrower, and (iic) certify to Bank the Facility Fee then 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 reasonable information as 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 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 rate per annum set forth next date upon which the determination of a new Applicable Margin becomes effective in column E in accordance with the table belowabove provisions. ======================================================================================================== A B C D E ======================================================================================================== LEVEL FIXED CHARGE SENIOR DEBT EURODOLLAR RATE FACILITY FEE COVERAGE RATIO RATING LOANS AND LETTER OF CREDIT FEES 1/ -------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------- I [GREATER 2.50:1 S&P: A- 15.0 7.0 THAN OR Moodx'x: X0 or EQUAL TO] better -------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------- ---------- _______1/ As provided in ss.3.5Notwithstanding the foregoing, Letter upon any Event of Credit Fees with respect to documentary Letters of Credit shall be calculated at one-half (1/2) Default, the Applicable Margin set forth belowshall be 2.25%.
Appears in 1 contract
Applicable Margin. The Applicable Margin shall be in effect for each period commencing on an Adjustment Date through the On any 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 the end of the fiscal period for which financial statements and a Compliance Certificate have most recently been delivered to the Agent pursuant to ss.6.4 and the Senior Debt Rating shall be determined as of the last day of the preceding Rate Adjustment Period. The Applicable Margin shall be the applicable rate PER ANNUM, expressed in Basis Points, corresponding to that the lower of the Levels Implied Ratings issued from time to time by either of the Rating Agencies for the Borrower or the Guarantor is an Investment Grade Rating, the applicable margin set forth in below based on the table below (with Level I being lower of the lowest level and Level VI being Implied Ratings issued by either of the highest level) corresponding to Rating Agencies for the Fixed Charge Coverage Ratio Borrower or the Senior Debt RatingGuarantor and the type of the Loan: Rating Base Rate Loans LIBOR Rate Loans A/A2 or better 0% 1.25% BBB+/Baa1 to A-/A3 0% 1.30% BBB/Baa2 0% 1.40% BBB-/Baa3 0% 1.50% provided, PROVIDED THAT if however, that on any date that the Fixed Charge Coverage Ratio and Senior Debt lower of the Implied Ratings for the Borrower or the Guarantor is not an Investment Grade Rating are more than one Level apartor neither the Borrower nor the Guarantor has obtained a rating from either of the Rating Agencies, the Applicable Margin for Base Rate Loans shall be one Level below 0.00% and the higher of the two applicable LevelsApplicable Margin for LIBOR Rate Loans shall be 1.625%. In the event of any change in an Implied Rating of either the Borrower or the Guarantor by either of the Rating Agencies or if either the Borrower s or the Guarantor's Implied Rating shall cease at any time to be an Investment Grade Rating by either of the Rating Agencies (but subject to the provisions within the definition of the term "Investment Grade Rating"), such change shall effect a change in the Applicable Margin on the first Business Day after the Rating Notice Date. It is the intention of the parties that if either the Borrower or the Guarantor shall only obtain an Investment Grade Rating from one of the Rating Agencies without seeking an Investment Grade Rating from the other of the Rating Agencies, the Borrower shall be entitled to the benefit of the rate reductions described above (it being the intent of the parties that the Senior Debt Ratings assigned by Moodx'x xxx S&P are not equivalent, the following criteria shall determine which Level Borrower shall be applicable entitled to the Senior Debt benefit of the rate reductions described above if only one of the Borrower or the Guarantor obtains an Investment Grade Rating: (i) ); provided that if one of the Senior Debt Ratings are one Level apartBorrower or the Guarantor shall have obtained an Investment Grade Rating from both of the Rating Agencies, the Level applicable to the Senior Debt Rating shall be the lower of the two Levels ratings (or the loss of the Investment Grade Rating from one of the Rating Agencies thereafter), shall control; and (ii) provided further that if only one of the Senior Debt Ratings are more than Borrower or the Guarantor shall have obtained an Investment Grade Rating from one Level apartof the Rating Agencies, the Level applicable to the Senior Debt Rating shall be one Level below the higher loss of the two LevelsInvestment Grade Rating from such Rating Agency shall control. For purposes It is further the intention of claritythe parties that if both the Borrower and the Guarantor shall have obtained an Investment Grade Rating from one or both of the Rating Agencies, the parties hereto acknowledge that lowest of any of such ratings (or the Applicable Margin with respect loss of the Investment Grade Rating from either Rating Agency thereafter as to (i) Eurodollar Rate Loans and Letter of Credit Fees either the Borrower or the Guarantor), shall be the rate per annum set forth in column D in the table below and (ii) the Facility Fee shall be the 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 AND LETTER OF CREDIT FEES 1/ -------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------- I [GREATER 2.50:1 S&P: A- 15.0 7.0 THAN OR Moodx'x: X0 or EQUAL TO] better -------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------- ---------- _______1/ As provided in ss.3.5, Letter of Credit Fees with respect to documentary Letters of Credit shall be calculated at one-half (1/2) the Applicable Margin set forth belowcontrol.
Appears in 1 contract
Samples: Revolving Credit Agreement and Guaranty (Storage Trust Realty)
Applicable Margin. The Applicable Margin provided for in Section 3.1(a) with respect to any Construction Loan Advance (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 (i) the initial Applicable Margin shall be 3.50% for Eurodollar Rate Loans and 2.25% for Base Rate Loans and shall remain in effect for each period commencing on an until the Initial Pricing Adjustment Date through and thereafter 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 Applicable Margin shall be determined as at the end of the fiscal period for which financial statements and a Compliance Certificate have most recently been delivered by reference to the Agent pursuant to ss.6.4 and the Senior Debt Rating shall be determined Guarantor Leverage Ratio as of the last day of the most recently ended fiscal quarter of the Borrower preceding Rate Adjustment Periodthe 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 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 Calculation Date. The Applicable Margin shall be effective from one Calculation Date until the applicable rate PER ANNUM, expressed next Calculation Date. Any adjustment in Basis Points, corresponding to the lower of the Levels set forth in the table below (with Level I being the lowest level and Level VI being the highest level) corresponding to the Fixed Charge Coverage Ratio or the Senior Debt Rating, PROVIDED THAT if the Fixed Charge Coverage Ratio and Senior Debt Rating are more than one Level apart, the Applicable Margin shall be one Level below the higher of the two applicable Levels. In the event that the Senior Debt Ratings assigned by Moodx'x xxx S&P are not equivalent, the following criteria shall determine which Level shall be applicable to the 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 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 of the two Levelsall Construction Loan Advances then existing or subsequently made or issued. For purposes of clarity, the parties hereto acknowledge that the --------------------------------- Applicable Margin with respect to (i) ------------------------------------------------------------------------------------------------------------------------- Pricing Level Guarantor Leverage Ratio Eurodollar Rate Loans and Letter of Credit Fees shall be the rate per annum set forth in column D in the table below and (ii) the Facility Fee shall be the 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 AND LETTER OF CREDIT FEES 1/ -------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------- Base Rate ------------------------------------------------------------------------------------------------------------------------- I [GREATER 2.50:1 S&P: A- 15.0 7.0 THAN OR Moodx'x: X0 Less than or EQUAL TO] better -------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------- ---------- _______1/ As provided in ss.3.5, Letter of Credit Fees with respect equal to documentary Letters of Credit shall be calculated at one-half (1/2) the Applicable Margin set forth below.2.00 to 1.00 2.50% 1.25% ------------------------------------------------------------------------------------------------------------------------- II Less than or equal to 2.50 to 1.00 but greater than 2.00 to 1.00 2.75% 1.50% ------------------------------------------------------------------------------------------------------------------------- III 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. 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 in effect for each period commencing based on an Adjustment Date through Pricing Level I (as set forth below) and shall remain at Pricing Level I (as set forth below) until the date immediately preceding that is ten (10) Business Days after receipt by the next Adjustment Date (each Administrative Agent of a "Rate Adjustment Period") based on a determination of pricing certificate in form and substance acceptable thereto with respect to the Fixed Charge Coverage Ratio fiscal quarter ending September 30, 2002 and the Senior Debt Rating. The Fixed Charge Coverage Ratio thereafter shall be determined as at the end of the fiscal period for which financial statements and a Compliance Certificate have most recently been delivered by reference to the Agent pursuant to ss.6.4 and the Senior Debt Rating shall be determined Total Leverage Ratio as of the last day of the most recently ended fiscal quarter of the Borrower preceding Rate Adjustment Periodthe 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 be effective from one Calculation Date until the applicable rate PER ANNUM, expressed next Calculation Date. Any adjustment in Basis Points, corresponding to the lower of the Levels set forth in the table below (with Level I being the lowest level and Level VI being the highest level) corresponding to the Fixed Charge Coverage Ratio or the Senior Debt Rating, PROVIDED THAT if the Fixed Charge Coverage Ratio and Senior Debt Rating are more than one Level apart, the Applicable Margin shall be one Level below the higher of the two applicable Levels. In the event that the Senior Debt Ratings assigned by Moodx'x xxx S&P are not equivalent, the following criteria shall determine which Level shall be applicable to the Senior Debt Rating: (i) if the Senior Debt Ratings are one 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 apartI Greater than 3.5 3.00% 1.75% 3.50% 2.25% to 1.0 -------------------------------------------------------------------------------------------------------------------- Less than or equal to 3.5 to 1.0, the but greater Level applicable II than 3.0 to the Senior Debt Rating shall be the lower of the two Levels and (ii) if the Senior Debt Ratings are more 1.0 2.75% 1.50% 3.25% 2.00% -------------------------------------------------------------------------------------------------------------------- Less than one or equal to 3.0 to 1.0, but greater Level apart, the III than 2.5 to 1.0 2.50% 1.25% 3.00% 1.75% -------------------------------------------------------------------------------------------------------------------- Less than or equal to 2.5 to Level applicable to the Senior Debt Rating shall be one Level below the higher of the two Levels. For purposes of clarity, the parties hereto acknowledge that the Applicable Margin with respect to (i) Eurodollar Rate Loans and Letter of Credit Fees shall be the rate per annum set forth in column D in the table below and (ii) the Facility Fee shall be the 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 AND LETTER OF CREDIT FEES 1/ -------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------- I [GREATER 2.50:1 S&P: A- 15.0 7.0 THAN OR Moodx'x: X0 or EQUAL TO] better -------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------- ---------- _______1/ As provided in ss.3.5, Letter of Credit Fees with respect to documentary Letters of Credit shall be calculated at one-half (1/2) the Applicable Margin set forth below.IV 1.0 2.25% 1.00% 2.75% 1.50% --------------------------------------------------------------------------------------------------------------------
Appears in 1 contract
Samples: Credit Agreement (Veridian Corp)
Applicable Margin. The Initially, the Applicable Margin shall be the applicable rate per annum, corresponding to Level III set forth in the table below; thereafter, the 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. Rating by Xxxxx’x and S&P. The Fixed Charge Coverage Ratio shall be determined as at the end of the fiscal period for which financial statements and a Compliance Certificate have most recently been delivered to the Agent pursuant to ss.6.4 and the Senior Debt Rating shall be determined as of the last day of the preceding Rate Adjustment Period. The Applicable Margin shall be the applicable rate PER ANNUM, expressed in Basis Points, per annum corresponding to the lower higher of the Levels set forth in the table below (with Level I being the lowest highest level and Level VI V being the highest lowest level) corresponding to the Fixed Charge Coverage Ratio or the Senior Debt Rating, PROVIDED THAT if the Fixed Charge Coverage Ratio and Senior Debt Rating are more than one Level apart, the Applicable Margin shall be one Level below the higher of the two applicable Levels. In the event that the Senior Debt Ratings assigned by Moodx'x xxx Xxxxx’x and S&P are not equivalent, the following criteria shall determine which Level shall be applicable to the Senior Debt Ratingapplicable: (ia) if the Senior Debt Ratings are one Level apart, the Level applicable to the Senior Debt Rating shall be the lower higher of the two Levels and (iib) 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 of the two Levels. If the Borrower has only one Senior Debt Rating, then the Level applicable to such Senior Debt Rating shall apply. If the Borrower has no Senior Debt Rating, Level V shall apply. For purposes of clarity, the parties hereto acknowledge that (i) the Applicable Margin with respect to (i) Eurodollar Eurocurrency Rate Loans and Letter of Credit Fees shall be the rate per annum set forth in column C in the table below, (ii) the Applicable Margin with respect to Base Rate Loans shall be the rate per annum set forth in column D in the table below and below, (iiiii) the Facility Fee shall be the rate per annum set forth in column E in the table below, and (iv) the Letter of Credit Fee with respect to standby Letters of Credit shall be the rate per annum set forth in column F in the table below. ======================================================================================================== A B C D E ======================================================================================================== LEVEL FIXED CHARGE SENIOR DEBT EURODOLLAR RATE FACILITY FEE COVERAGE RATIO RATING LOANS AND LETTER OF CREDIT FEES 1/ -------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------- F Level Senior Debt Rating Eurocurrency Rate Loans Base Rate Loans Facility Fee Standby Letter of Credit Fee I [GREATER 2.50:1 S&P: A- 15.0 7.0 THAN OR Moodx'xXxxxx’x: X0 A3 or EQUAL TO] better -------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------- ---------- _______1/ As provided in ss.3.50.900% 0.000% 0.100% 0.900% II S&P: BBB+ Xxxxx’x: Baa1 or better 1.000% 0.000% 0.125% 1.000% III S&P: BBB Xxxxx’x: Baa2 or better 1.100% 0.100% 0.150% 1.100% IV S&P: BBB- Xxxxx’x: Baa3 or better 1.300% 0.300% 0.200% 1.300% V S&P: BB+ Xxxxx'x: Ba1 or lower 1.500% 0.500% 0.250% 1.500% Applicable Pension Legislation. At any time, Letter any pension or retirement benefits legislation (be it national, federal, provincial, territorial or otherwise) to the extent then applicable to the Borrower or any of Credit Fees with respect to documentary Letters of Credit shall be calculated at one-half (1/2) the Applicable Margin set forth belowits Subsidiaries.
Appears in 1 contract
Samples: Credit Agreement (Staples Inc)
Applicable Margin. The Applicable Margin provided for in Section ----------------- 3.1(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 in effect for each period commencing based on an Adjustment Date through the date immediately table set forth below by reference to the Leverage Ratio as of the most recent fiscal quarter end preceding the next Adjustment Closing Date, as reflected in the certificate delivered pursuant to Section 4.2(d)(ii) and shall remain at that Pricing Level until the first Calculation Date (each a "Rate Adjustment Period") based on a determination of occurring after the Fixed Charge Coverage Ratio and Closing Date and, thereafter the Senior Debt Rating. The Fixed Charge Coverage Ratio Pricing Level shall be determined by reference to the Leverage Ratio as at of the fiscal quarter end of the fiscal period for which financial statements Borrower preceding the applicable Calculation Date, and a (b) if the Borrower fails to provide an Officer's Compliance Certificate have as required by Section 6.2 for the most recently been delivered to ended fiscal quarter of the Agent pursuant to ss.6.4 and Borrower by the Senior Debt Rating latest date permitted by Section 6.2 (a "Deadline Date"), the Applicable Margin from the date ten (10) Business Days after such Deadline Date (which shall also be a 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 fiscal quarter end of the preceding Rate Adjustment PeriodBorrower for which such Officer's Compliance Certificate has been provided and the adjustment thereto made ten (10) Business Days after the delivery thereof. The Applicable Margin shall be effective from one Calculation Date until the applicable rate PER ANNUMnext Calculation Date. Notwithstanding the foregoing, expressed in Basis Points, corresponding to the lower of the Levels set forth in the table below (with Level I being the lowest level and Level VI being the highest level) corresponding to the Fixed Charge Coverage Ratio or the Senior Debt Rating, PROVIDED THAT if the Fixed Charge Coverage Ratio and Senior Debt Rating are more than one Level apartOfficer's Compliance Certificate has not been provided in accordance with Section 6.2, the Applicable Margin shall be one Level below effective from the higher of most recently determined Calculation Date until the two applicable Levelsdate ten (10) Business Days after the date on which the Officer's Compliance Certificate is provided to the Administrative Agent. In Any adjustment in the event that the Senior Debt Ratings assigned by Moodx'x xxx S&P are not equivalent, the following criteria shall determine which Level Applicable Margin shall be applicable to the 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 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 of the two Levels. For purposes of clarity, the parties hereto acknowledge that the Applicable Margin with respect to (i) Eurodollar Rate all Loans and Letter of Credit Fees shall be the rate per annum set forth in column D in the table below and (ii) the Facility Fee shall be the 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 AND LETTER OF CREDIT FEES 1/ -------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------- I [GREATER 2.50:1 S&P: A- 15.0 7.0 THAN OR Moodx'x: X0 then existing or EQUAL TO] better -------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------- ---------- _______1/ As provided in ss.3.5, Letter of Credit Fees with respect to documentary Letters of Credit shall be calculated at one-half (1/2) the Applicable Margin set forth belowsubsequently made or issued.
Appears in 1 contract
Samples: Credit Agreement (Commonwealth Telephone Enterprises Inc /New/)
Applicable Margin. The Applicable Margin provided for in Section 5.1(a) with respect to any Loan (the "Applicable Margin") shall be in effect for each period commencing based upon the applicable table set forth below and shall be determined and adjusted quarterly on an Adjustment Date through the date immediately preceding the next Adjustment Date (each a "Rate Adjustment PeriodCalculation 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 under the Revolving Credit Facility shall be based on a determination of Pricing Level II (as shown below) and shall remain at Pricing Level II until the Fixed Charge Coverage Ratio and first Calculation Date occurring after the Senior Debt Rating. The Fixed Charge Coverage Ratio Closing Date and, thereafter the Pricing Level shall be determined as at the end of the fiscal period for which financial statements and a Compliance Certificate have most recently been delivered by reference to the Agent pursuant to ss.6.4 and the Senior Debt Rating shall be determined Leverage Ratio as of the last day of the most recently ended fiscal quarter of the Borrower preceding Rate Adjustment Period. The the applicable Calculation Date, (b) the initial Applicable Margin under the Term Loan Facility shall be based on Pricing Level I (as shown below) and shall remain at Pricing Level I 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 Borrower preceding the applicable rate PER ANNUMCalculation Date, expressed in Basis Pointsand (c) 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, corresponding the Applicable Margin from such Calculation Date shall be based on Pricing Level I (as shown below) with respect to the lower Revolving Credit Facility and the Term Loan Facility 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 Levels set forth last day of the most recently ended fiscal quarter of the Borrower preceding such Calculation Date. Except as provided in the table below (with Level I being the lowest level and Level VI being the highest level) corresponding to the Fixed Charge Coverage Ratio or the Senior Debt Rating, PROVIDED THAT if the Fixed Charge Coverage Ratio and Senior Debt Rating are more than one Level apartpreceding sentence, the Applicable Margin shall be effective from one Level below Calculation Date until the higher of next Calculation Date. Any adjustment in the two applicable Levels. In the event that the Senior Debt Ratings assigned by Moodx'x xxx S&P are not equivalent, the following criteria shall determine which Level Applicable Margin shall be applicable to the 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 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 of the two Levels. For purposes of clarity, the parties hereto acknowledge that the Applicable Margin with respect to (i) Eurodollar Rate Loans and Letter all Extensions of Credit Fees shall be the rate per annum set forth in column D in the table below and (ii) the then existing or subsequently made or issued. Revolving Credit Facility Fee shall be the 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 AND LETTER OF CREDIT FEES 1/ -------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------- Pricing Leverage Ratio Applicable Applicable Base Level LIBOR Rate Margin Margin -------------------------------------------------------------------------------- I [GREATER 2.50:1 S&P: A- 15.0 7.0 THAN OR Moodx'x: X0 Greater than or EQUAL TO] better -------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------- ---------- _______1/ As provided in ss.3.5, Letter of Credit Fees with respect equal to documentary Letters of Credit shall be calculated at one-half (1/2) the 2.50% 1.25% 1.75 to 1.00 -------------------------------------------------------------------------------- II Greater than or equal to 2.25% 1.00% 1.00 to 1.00 but less than 1.75 to 1.00 -------------------------------------------------------------------------------- III Less than 1.00 to 1.00 2.00% 0.75% -------------------------------------------------------------------------------- Term Loan Facility -------------------------------------------------------------------------------- Pricing Leverage Ratio Applicable Applicable Base Level LIBOR Rate Margin set forth below.Margin -------------------------------------------------------------------------------- I Greater than or equal to 2.75% 1.50% 1.25 to 1.00 -------------------------------------------------------------------------------- II Less than 1.25 to 1.00 2.50% 1.25% --------------------------------------------------------------------------------
Appears in 1 contract
