Applicable Margin. On any date that the lower of the 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 below based on the lower of the Implied Ratings issued by either of the Rating Agencies for the Borrower or the Guarantor 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, however, that on any date that the lower of the Implied Ratings for the Borrower or the Guarantor is not an Investment Grade Rating or 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 0.00% and the Applicable 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 Borrower shall be entitled to the benefit of the rate reductions described above if only one of the Borrower or the Guarantor obtains an Investment Grade Rating); provided that if one of the Borrower or the Guarantor shall have obtained an Investment Grade Rating from both of the Rating Agencies, the lower of the two ratings (or the loss of the Investment Grade Rating from one of the Rating Agencies thereafter), shall control; and provided further that if only one of the Borrower or the Guarantor shall have obtained an Investment Grade Rating from one of the Rating Agencies, the loss of the Investment Grade Rating from such Rating Agency shall control. It is further the intention of the 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 lowest of any of such ratings (or the loss of the Investment Grade Rating from either Rating Agency thereafter as to either the Borrower or the Guarantor), shall control.
Appears in 1 contract
Applicable Margin. On The Applicable Margin provided for in Section 5.1(a) with respect to any date that Loan (the lower of "Applicable Margin") shall be based upon the 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 table set forth below based and shall be determined and adjusted quarterly on the lower 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 Implied Ratings issued by either of the Rating Agencies for the Borrower or the Guarantor 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% Borrower; provided, however, that (a) the initial Applicable Margin shall be based on any date that Pricing Level III (as shown below) and shall remain at Pricing Level III until receipt by the lower Administrative Agent of the Implied Ratings Officer's Compliance Certificate for the Borrower or period ended December 28, 2003 and, thereafter the Guarantor is not an Investment Grade Rating or neither 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 nor preceding the Guarantor has obtained a rating from either 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 Rating AgenciesBorrower preceding the applicable Calculation Date, the Applicable Margin for Base Rate Loans from such Calculation Date shall be 0.00% and based on Pricing Level IV (as shown below) until such time as an appropriate Officer's Compliance Certificate is provided, at which time the Pricing Level shall be determined by reference to the Total Leverage Ratio as of the last day of the most recently ended fiscal quarter of the Borrower preceding such Calculation Date. The Applicable Margin for LIBOR Rate Loans shall be 1.625%effective from one Calculation Date until the next Calculation Date. 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 Any adjustment 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 applicable to the benefit all Extensions of the rate reductions described above (it being the intent of the parties that the Borrower shall be entitled Credit then existing or subsequently made or issued. REVOLVING CREDIT LOANS TERM LOANS ----------------------------------------------------------------------------------------------------------- PRICING LEVEL TOTAL LEVERAGE RATIO LIBOR BASE RATE LIBOR BASE RATE ----------------------------------------------------------------------------------------------------------- IV Greater than 3.00 to the benefit of the rate reductions described above if only one of the Borrower 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 the Guarantor obtains an Investment Grade Rating); provided that if one of the Borrower 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 the Guarantor shall have obtained an Investment Grade Rating from both of the Rating Agencies, the lower of the two ratings (equal to 2.50 to 1.00 -------------------------------------------------------------------------------------------------------- I Less than or the loss of the Investment Grade Rating from one of the Rating Agencies thereafter), shall control; and provided further that if only one of the Borrower or the Guarantor shall have obtained an Investment Grade Rating from one of the Rating Agencies, the loss of the Investment Grade Rating from such Rating Agency shall control. It is further the intention of the 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 lowest of any of such ratings (or the loss of the Investment Grade Rating from either Rating Agency thereafter as equal to either the Borrower or the Guarantor), shall control.2.00 2.50% 1.25% 3.00% 1.75% --------------------------------------------------------------------------------------------------------
Appears in 1 contract
Applicable Margin. On any The Applicable Margin shall be in effect for each period commencing on an Adjustment Date through the date that immediately preceding the next Adjustment Date (each a “Rate Adjustment Period”) based on a determination of the Senior Debt Rating. 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, corresponding to the lower of the Implied Levels set forth in the table below (with Level I being the lowest level and Level IV being the highest level) corresponding to the Senior Debt Rating. In the event that the Senior Debt Ratings issued from time to time assigned by either of the Rating Agencies for the Borrower or the Guarantor is an Investment Grade Rating▇▇▇▇▇’▇ and S&P are not equivalent, the following criteria shall determine which Level shall be applicable margin set forth below based on to the Senior Debt Rating: (a) if the Senior Debt Ratings are one Level apart, the Level applicable to the Senior Debt Rating shall be the lower of the Implied two Levels and (b) if the Senior Debt Ratings issued by either of are more than one Level apart, the Level applicable to the Senior Debt Rating Agencies for the Borrower or the Guarantor 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% providedshall be one Level above (i.e., however, that on any date that towards Level IV) the lower of the Implied Ratings for two Levels. For purposes of clarity, the Borrower or the Guarantor is not an Investment Grade Rating or neither the Borrower nor the Guarantor has obtained a rating from either of the Rating Agencies, parties hereto acknowledge that (i) the Applicable Margin for with respect to Base Rate Loans shall be 0.00% 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 (ii) the Applicable Margin for LIBOR with respect to Eurocurrency Rate Loans shall be 1.625%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). In I S&P: BBB+ or better ▇▇▇▇▇’▇: Baa1 or better 0.25 % 1.25 % II S&P: BBB ▇▇▇▇▇’▇: Baa2 0.50 % 1.50 % III S&P: BBB-▇▇▇▇▇’▇: Baa3 0.75 % 1.75 % IV S&P: Lower than BBB-▇▇▇▇▇’▇: Lower than Baa3 1.50 % 2.50 % Notwithstanding the event of any change in an Implied Rating of either foregoing, if the Borrower fails to deliver any Compliance Certificate pursuant to §§5.4(a) or (b) hereof then, for the Guarantor by either of period commencing on the Rating Agencies or if either date such Compliance Certificate was due through the Borrower s or date immediately preceding the Guarantor's Implied Rating shall cease at any time to be an Investment Grade Rating by either of Adjustment Date that occurs immediately following the Rating Agencies (but subject to the provisions within the definition of the term "Investment Grade Rating")date on which such Compliance Certificate is delivered, 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 the Applicable Margin corresponding to the benefit of the rate reductions described above (it being the intent of the parties that the Borrower shall be entitled to the benefit of the rate reductions described above if only one of the Borrower or the Guarantor obtains an Investment Grade Rating); provided that if one of the Borrower or the Guarantor shall have obtained an Investment Grade Rating from both of the Rating Agencies, the lower of the two ratings (or the loss of the Investment Grade Rating from one of the Rating Agencies thereafter), shall control; and provided further that if only one of the Borrower or the Guarantor shall have obtained an Investment Grade Rating from one of the Rating Agencies, the loss of the Investment Grade Rating from such Rating Agency shall control. It is further the intention of the 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 lowest of any of such ratings (or the loss of the Investment Grade Rating from either Rating Agency thereafter as to either the Borrower or the Guarantor), shall controlLevel IV above.
Appears in 1 contract
Sources: Credit Agreement (Staples Inc)
Applicable Margin. On any date that the lower of the 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 The applicable margin per annum provided for in Section 5.1(a) with respect to any Loan (the "Applicable Margin") shall be based upon the table set forth below by reference to the Total Leverage Ratio and adjusted quarterly on the date (each a "Calculation Date") ten (10) Business Days after the date by which the Borrower is required to provide an Officer's Compliance Certificate for the most recently ended fiscal quarter of the Borrower; provided that (a) the initial Applicable Margin shall be based on Pricing Level I (as set forth below) and shall remain at Pricing Level I (as set forth below) until the lower date that is ten (10) Business Days after receipt by the Administrative Agent of a pricing certificate in form and substance acceptable thereto with respect to the fiscal quarter ending September 30, 2002 and thereafter shall be determined by reference to the Total Leverage Ratio as of the Implied Ratings issued by either last day of the Rating Agencies most recently ended fiscal quarter of the Borrower preceding the applicable Calculation Date and (b) if the Borrower fails to provide the Officer's Compliance Certificate as required by Section 8.2 for the Borrower or the Guarantor and the type most recently ended fiscal quarter 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, however, that on any date that Borrower preceding the lower of the Implied Ratings for the Borrower or the Guarantor is not an Investment Grade Rating or neither the Borrower nor the Guarantor has obtained a rating from either of the Rating Agenciesapplicable Calculation Date, the Applicable Margin for Base Rate Loans from such Calculation Date shall be 0.00% and based on Pricing Level I (as shown below) until such time as an appropriate Officer's Compliance Certificate is provided, at which time the Pricing Level shall be determined by reference to the Total Leverage Ratio as of the last day of the most recently ended fiscal quarter of the Borrower preceding such Calculation Date. The Applicable Margin for LIBOR Rate Loans shall be 1.625%effective from one Calculation Date until the next Calculation Date. 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 Any adjustment 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 applicable to the benefit of the rate reductions described above (it being the intent of the parties that the Borrower shall be entitled 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 I Greater than 3.5 3.00% 1.75% 3.50% 2.25% to the benefit of the rate reductions described above if only one of the Borrower 1.0 -------------------------------------------------------------------------------------------------------------------- Less than or the Guarantor obtains an Investment Grade Rating); provided that if one of the Borrower equal to 3.5 to 1.0, but greater Level II than 3.0 to 1.0 2.75% 1.50% 3.25% 2.00% -------------------------------------------------------------------------------------------------------------------- Less than or the Guarantor shall have obtained an Investment Grade Rating from both of the Rating Agenciesequal to 3.0 to 1.0, the lower of the two ratings (but greater Level III than 2.5 to 1.0 2.50% 1.25% 3.00% 1.75% -------------------------------------------------------------------------------------------------------------------- Less than or the loss of the Investment Grade Rating from one of the Rating Agencies thereafter), shall control; and provided further that if only one of the Borrower or the Guarantor shall have obtained an Investment Grade Rating from one of the Rating Agencies, the loss of the Investment Grade Rating from such Rating Agency shall control. It is further the intention of the 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 lowest of any of such ratings (or the loss of the Investment Grade Rating from either Rating Agency thereafter as equal to either the Borrower or the Guarantor), shall control.2.5 to Level IV 1.0 2.25% 1.00% 2.75% 1.50% --------------------------------------------------------------------------------------------------------------------
Appears in 1 contract
Sources: Credit Agreement (Veridian Corp)
Applicable Margin. On The Applicable Margin provided for in Section 5.1(a) with respect to any date that Loan (the lower of "Applicable Margin") shall be based upon the 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 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 that (a) the initial Applicable Margin shall be based on Pricing Level II (as shown below) and shall remain at Pricing Level II until the lower 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 Implied Ratings issued by either last day of the Rating Agencies most recently ended fiscal quarter of the Borrower preceding the applicable Calculation Date, and (b) if the Borrower fails to provide the Officer's Compliance Certificate as required by Section 8.2 for the Borrower or the Guarantor and the type most recently ended fiscal quarter 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, however, that on any date that Borrower preceding the lower of the Implied Ratings for the Borrower or the Guarantor is not an Investment Grade Rating or neither the Borrower nor the Guarantor has obtained a rating from either of the Rating Agenciesapplicable Calculation Date, the Applicable Margin for Base Rate Loans from such Calculation Date shall be 0.00% and 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. Except as provided in the preceding sentence, the Applicable Margin for LIBOR Rate Loans shall be 1.625%effective from one Calculation Date until the next Calculation Date. 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 Any adjustment 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 applicable to the benefit all Extensions of the rate reductions described above (it being the intent of the parties that the Borrower shall be entitled Credit then existing or subsequently made or issued. ------------------------------------------------------------------------------- -------------------- ------------------------------ --------------------------- Pricing Level Leverage Ratio Applicable Applicable Base LIBOR Margin Rate Margin -------------- ---------------------- ------------------- --------------------- -------------- ---------------------- ------------------- --------------------- Revolving Term Loan Revolving Term Loan Credit Facility Credit Facility Facility Facility -------------- ---------------------- -------- ---------- --------- ---------- -------------- ---------------------- -------- ---------- --------- ---------- I Greater than or 2.50% 3.25% 1.25% 2.00% equal to the benefit of the rate reductions described above if only one of the Borrower 1.75 to 1.00 -------------- ---------------------- -------- ---------- --------- ---------- -------------- ---------------------- -------- ---------- --------- ---------- II Greater than or the Guarantor obtains an Investment Grade Rating); provided that if one of the Borrower or the Guarantor shall have obtained an Investment Grade Rating from both of the Rating Agencies, the lower of the two ratings (or the loss of the Investment Grade Rating from one of the Rating Agencies thereafter), shall control; and provided further that if only one of the Borrower or the Guarantor shall have obtained an Investment Grade Rating from one of the Rating Agencies, the loss of the Investment Grade Rating from such Rating Agency shall control. It is further the intention of the 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 lowest of any of such ratings (or the loss of the Investment Grade Rating from either Rating Agency thereafter as equal to either the Borrower or the Guarantor), shall control.2.25% 3.25% 1.00% 2.00% 1.00 to 1.00 but less than 1.75 to 1.00 -------------- ---------------------- -------- ---------- --------- ---------- -------------- ---------------------- -------- ---------- --------- ---------- III Less than 1.00 to 1.00 2.00% 3.25% 0.75% 2.00% -------------- ---------------------- -------- ---------- --------- ----------
Appears in 1 contract
Applicable Margin. On The Applicable Margin provided for in Section 4.1(a) with respect to any date that Loan (the lower of "Applicable Margin") shall be based upon the 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 table set forth below based and shall be determined and adjusted quarterly on the lower date (each a "Calculation Date") ten (10) Business Days after the date by which the Borrowers are required to provide an Officer's Compliance Certificate for the most recently ended fiscal quarter of the Implied Ratings issued by either of the Rating Agencies for the Borrower or the Guarantor 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% Borrowers; provided, however, that (a) the initial Applicable Margin shall be based on any date that Pricing Level II (as shown below) and shall remain at Pricing Level II until the lower first Calculation Date occurring after the Closing Date and, thereafter the Pricing Level shall be determined by reference to the Coverage Ratio as of the Implied Ratings last day of the most recently ended fiscal quarter of the Borrowers preceding the applicable Calculation Date, and (b) if the Borrowers fail to provide the Officer's Compliance Certificate as required by Section 7.2 for the Borrower or the Guarantor is not an Investment Grade Rating or neither the Borrower nor the Guarantor has obtained a rating from either most recently ended fiscal quarter of the Rating AgenciesBorrowers preceding the applicable Calculation Date, the Applicable Margin for Base Rate Loans from such Calculation Date shall be 0.00% and 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 Coverage Ratio as of the last day of the most recently ended fiscal quarter of the Borrowers preceding such Calculation Date. The Applicable Margin for LIBOR Rate Loans shall be 1.625%effective from one Calculation Date until the next Calculation Date. 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 Any adjustment 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 applicable to the benefit all Extensions of the rate reductions described above (it being the intent of the parties that the Borrower shall be entitled Credit then existing or subsequently made or issued. -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- Pricing Level Coverage Ratio LIBOR Base Rate -------------------------------------------------------------------------------- I Greater than 3.75 to the benefit of the rate reductions described above if only one of the Borrower 1.00 .875% 0% -------------------------------------------------------------------------------- II Greater than 3.00 to 1.00, 1.000% 0% but less than or the Guarantor obtains an Investment Grade Rating); provided that if one of the Borrower equal to 3.75 to 1.00 -------------------------------------------------------------------------------- III Greater than 2.25 to 1.00, 1.250% 0% but less than or the Guarantor shall have obtained an Investment Grade Rating from both of the Rating Agencies, the lower of the two ratings (equal to 3.00 to 1.00 -------------------------------------------------------------------------------- IV Less than or the loss of the Investment Grade Rating from one of the Rating Agencies thereafter), shall control; and provided further that if only one of the Borrower or the Guarantor shall have obtained an Investment Grade Rating from one of the Rating Agencies, the loss of the Investment Grade Rating from such Rating Agency shall control. It is further the intention of the 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 lowest of any of such ratings (or the loss of the Investment Grade Rating from either Rating Agency thereafter as equal to either the Borrower or the Guarantor), shall control.2.25 1.500% 0% to 1.00 --------------------------------------------------------------------------------
Appears in 1 contract
Sources: Credit Agreement (Belk Inc)
Applicable Margin. On The Applicable Margin provided for in Section 3.1(a) with respect to any date that Revolving Credit Loan (the lower of “Applicable Margin”) shall be based upon the 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 table set forth below based on and determined by reference to the lower most recently announced senior unsecured long-term, non-credit enhanced debt rating (“Debt Rating”) of the Implied Ratings issued Company as determined by Standard & Poor’s and ▇▇▇▇▇’▇ as set forth below. In the event that both ▇▇▇▇▇’▇ and Standard & Poor’s shall not have in effect a Debt Rating (other than by reason of the circumstances referred to in the last sentence of this paragraph), then such Debt Rating shall be deemed to be at Pricing Level V. In the event that either of the ▇▇▇▇▇’▇ or Standard & Poor’s shall not have in effect a Debt Rating Agencies for the Borrower or the Guarantor and the type (other than by reason of the Loan: circumstances referred to in the last sentence of this paragraph), then such Debt Rating Base Rate Loans LIBOR Rate Loans A/A2 shall be deemed to be at the Pricing Level corresponding to the Debt Rating by ▇▇▇▇▇’▇ or better 0% 1.25% BBB+/Baa1 to A-/A3 0% 1.30% BBB/Baa2 0% 1.40% BBB-/Baa3 0% 1.50% provided, however, Standard & Poor’s (whichever does have a Debt Rating in effect as of such date) that is in effect on any date such date. In the event that the lower of the Implied corresponding Debt Ratings for the Borrower or the Guarantor is not an Investment Grade Rating or neither the Borrower nor the Guarantor has obtained a rating from either of the Rating Agenciespublicly announced by Standard & Poor’s and ▇▇▇▇▇’▇ listed above differ by (i) one level, the Applicable Margin for Base Rate Loans shall be 0.00% based upon the Pricing Level which corresponds to the Debt Rating which is the higher of such announced Debt Ratings, and (ii) two or more levels, the Applicable Margin for LIBOR Rate Loans shall be 1.625%. In based upon 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 Pricing Level which corresponds to the provisions within Debt Rating which is one rating below the definition higher of the term "Investment Grade Rating"), such change shall effect a announced Debt Ratings. Any change in the Applicable Margin shall be effective on the first date upon which a change in the Company’s applicable Debt Rating is announced or is made publicly available. In all cases, the Company shall notify the Administrative Agent of any change in the applicable Debt Rating within five (5) Business Day after the Rating Notice Date. It is the intention Days of the parties that date upon which such change is announced or publicly made available. If the rating system of ▇▇▇▇▇’▇ and Standard & Poor’s shall change, or if either both of such rating agencies shall cease to be in the Borrower business of rating corporate debt obligations, the Company and the Lenders shall negotiate in good faith to amend this definition to reflect such changed rating system or the Guarantor shall only obtain an Investment Grade Rating unavailability of ratings from one such rating agencies and, pending the effectiveness of the Rating Agencies without seeking an Investment Grade Rating from the other of the Rating Agenciesany such amendment, the Borrower Applicable Margin shall be entitled determined by reference to the benefit of the rate reductions described above (it being the intent of the parties that the Borrower shall be entitled Debt Rating most recently in effect prior to the benefit of the rate reductions described above if only one of the Borrower such change or the Guarantor obtains an Investment Grade Rating); provided that if one of the Borrower or the Guarantor shall have obtained an Investment Grade Rating from both of the Rating Agencies, the lower of the two ratings (or the loss of the Investment Grade Rating from one of the Rating Agencies thereafter), shall control; and provided further that if only one of the Borrower or the Guarantor shall have obtained an Investment Grade Rating from one of the Rating Agencies, the loss of the Investment Grade Rating from such Rating Agency shall control. It is further the intention of the 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 lowest of any of such ratings (or the loss of the Investment Grade Rating from either Rating Agency thereafter as to either the Borrower or the Guarantor), shall controlcessation.
Appears in 1 contract
Sources: Credit Agreement (Grainger W W Inc)
Applicable Margin. On any The above request complies with the notice requirements set forth in the Indenture. The undersigned Issuer hereby represents and warrants to the Trustee, the Paying Agent and the Calculation Agent that, on the date that of this Interest Election and on the lower date of the Implied Ratings issued related interest payment, the conditions to such election set forth in the Indenture have been satisfied or waived and that such Interest Election is authorized or permitted by the Indenture. 16 Applicable for SOFR Notes only. KLX ENERGY SERVICES HOLDINGS, INC. By: Name: Title: EXHIBIT E U.S. Bank Trust Company, National Association ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ Nashville, Tennessee 37201 Attention: ▇▇▇▇▇ ▇▇▇▇▇ Ladies and Gentlemen: The undersigned, KLX Energy Services Holdings, Inc., a Delaware corporation (the “Issuer”) refers to that certain Amended and Restated Indenture, dated as of [ ], 20[ ] (as further amended, amended and restated, supplemented or otherwise modified from time to time time, the “Indenture”), by either and among the Issuer, the Guarantors party thereto, and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”) and as collateral agent. Unless otherwise defined herein, capitalized terms used in this PIK Interest Election Notice have the meanings ascribed thereto in the Indenture. This notice constitutes a PIK Interest Election Notice, and the Issuer hereby gives you notice pursuant to Section 2.13(e) of the Rating Agencies Indenture, in respect of the [Interest Period commencing [__], 202[ ], the Issuer is electing to pay PIK Interest on the applicable Interest Payment Date for such Interest Period]17[ period commencing on the Interest Payment Date of [__], 202[ ], the Issuer is electing to pay PIK Interest on the next Interest Payment Date]18 and it shall pay such interest on the Notes due on such Interest Payment Date as follows for the Borrower or upcoming Interest Payment Date of [ ]19 (the Guarantor is an Investment Grade Rating, the applicable margin set forth below based on the lower of the Implied Ratings issued by either of the Rating Agencies for the Borrower or the Guarantor and the type of the Loan: Rating Base Rate Loans LIBOR Rate Loans A/A2 or better 0“Applicable PIK Interest Payment Date”):
1. [___]% 1.25% BBB+/Baa1 to A-/A3 0% 1.30% BBB/Baa2 0% 1.40% BBB-/Baa3 0% 1.50% provided, however, that on any date that the lower of the Implied Ratings for the Borrower or the Guarantor is not an Investment Grade Rating or 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 0.00% and the Applicable Margin for LIBOR Rate Loans shall be 1.625%. In the event of any change paid 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 Borrower shall be entitled to the benefit of the rate reductions described above if only one of the Borrower or the Guarantor obtains an Investment Grade Rating); provided that if one of the Borrower or the Guarantor shall have obtained an Investment Grade Rating from both of the Rating Agencies, the lower of the two ratings (or the loss of the Investment Grade Rating from one of the Rating Agencies thereafter), shall control; and provided further that if only one of the Borrower or the Guarantor shall have obtained an Investment Grade Rating from one of the Rating Agencies, the loss of the Investment Grade Rating from such Rating Agency shall control. It is further the intention of the 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 lowest of any of such ratings (or the loss of the Investment Grade Rating from either Rating Agency thereafter as to either the Borrower or the Guarantor), shall control.cash
Appears in 1 contract
Sources: Rights Offering Backstop Agreement (KLX Energy Services Holdings, Inc.)
Applicable Margin. On any The Applicable Margin shall be in effect for each period commencing on an Adjustment Date through the date that 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 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, corresponding to the lower of the Implied Ratings issued from time Levels set forth in the table below (with Level I being the lowest level and Level VI being the highest level) corresponding to time by either of the Rating Agencies for the Borrower Fixed Charge Coverage Ratio or the Guarantor is an Investment Grade Senior Debt Rating, PROVIDED THAT if the applicable margin set forth below based on the lower of the Implied Ratings issued by either of the Fixed Charge Coverage Ratio and Senior Debt Rating Agencies for the Borrower or the Guarantor 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, however, that on any date that the lower of the Implied Ratings for the Borrower or the Guarantor is not an Investment Grade Rating or neither the Borrower nor the Guarantor has obtained a rating from either of the Rating Agenciesare more than one Level apart, the Applicable Margin for Base Rate Loans shall be 0.00% and one Level below the Applicable Margin for LIBOR Rate Loans shall be 1.625%higher of the two applicable Levels. In the event of any change in an Implied Rating of either that the Borrower or Senior Debt Ratings assigned by ▇▇▇▇▇'▇ and S&P are not equivalent, the Guarantor by either of following criteria shall determine which Level shall be applicable to the Rating Agencies or Senior Debt Rating: (a) if either the Borrower s or Senior Debt Ratings are one Level apart, the Guarantor's Implied Level applicable to the Senior Debt 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 Borrower shall be entitled to the benefit of the rate reductions described above if only one of the Borrower or the Guarantor obtains an Investment Grade Rating); provided that if one of the Borrower or the Guarantor shall have obtained an Investment Grade Rating from both of the Rating Agencies, the lower of the two ratings Levels and (or b) if the loss 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 Investment Grade Rating two Levels. For purposes of clarity, the parties hereto acknowledge that (i) the Applicable Margin with respect to Eurodollar Rate Loans shall be the rate per annum set forth in column D in the table below, (ii) the Facility Fee shall be the rate per annum set forth in column E in the table 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 FACILITY FEE UTILIZATION FEE COVERAGE RATIO RATE LOANS ------------- ------------------- ------------------------ ---------------- ----------------- -------------------- I greater than or equal to 2.75:1 S&P: A- 0.350% 0.100% 0.050% ▇▇▇▇▇'▇: A3 or better ------------- ------------------- ------------------------ ---------------- ----------------- -------------------- II greater than or equal to 2.50:1 S&P: BBB+ 0.525% 0.125% 0.100% and ▇▇▇▇▇'▇: Baa1 or better less than 2.75:1 ------------- ------------------- ------------------------ ---------------- ----------------- -------------------- III greater than or equal to 2.25:1 S&P: BBB 0.650% 0.150% 0.075% and ▇▇▇▇▇'▇: 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 ▇▇▇▇▇'▇: 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 ▇▇▇▇▇'▇: 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+ ▇▇▇▇▇'▇: Ba1 or unrated ------------- ------------------- ------------------------ ---------------- ----------------- -------------------- Notwithstanding the foregoing, (A) for the period commencing on the Closing Date through the date immediately preceding the first Adjustment Date to occur after the date which is six months from one of the Rating Agencies thereafter)Closing Date, the Applicable Margin shall control; be that corresponding to Level III in the table above, and provided further (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 if only one of 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 the Guarantor shall have obtained an Investment Grade Rating from one of the Rating Agencies, the loss of the Investment Grade Rating from such Rating Agency shall control. It is further the intention of the 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 lowest of any of such ratings (or the loss of the Investment Grade Rating from either Rating Agency thereafter as to either the Borrower or the Guarantor), shall controlits Subsidiaries.
Appears in 1 contract
Applicable Margin. On The Applicable Margin provided for in Section 5.1(a) with respect to any date that Loan (the lower of "Applicable Margin") shall be based upon the 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 table set forth below based and shall be determined and adjusted quarterly on the lower 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 Implied Ratings issued by either of the Rating Agencies for the Borrower or the Guarantor 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% Borrower; provided, however, that (A) the initial Applicable Margin shall be based on any date that Pricing Level III (as shown below) and shall remain at Pricing Level III until the lower first Calculation Date occurring after the Closing Date and, thereafter the Pricing Level shall be determined by reference to the Senior Secured Leverage Ratio as of the Implied Ratings last day of the most recently ended Fiscal Quarter of the Borrower preceding the applicable Calculation Date, and (B) if the Borrower fails to provide the Officer's Compliance Certificate as required by Section 8.2 for the Borrower or the Guarantor is not an Investment Grade Rating or neither most recently ended Fiscal Quarter of the Borrower nor preceding the Guarantor has obtained a rating from either of the Rating Agenciesapplicable Calculation Date, the Applicable Margin for Base Rate Loans from such Calculation Date shall be 0.00% 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 Senior Secured Leverage Ratio as of the last day of the most recently ended Fiscal Quarter of the Borrower preceding such Calculation Date. Subject to Sections 5.1(c)(ii)(A) and (B) in the preceding sentence, the Applicable Margin for LIBOR Rate Loans shall be 1.625%effective from one Calculation Date until the next Calculation Date. 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 Any adjustment 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 applicable to the benefit all Extensions of the rate reductions described above (it being the intent of the parties that the Borrower shall be entitled Credit then existing or subsequently made or issued. Pricing Grid Senior Secured Level Leverage Ratio Applicable Base Rate Margin Applicable LIBOR Rate Margin ------------ ----------------------- --------------------------- ---------------------------- I Greater than or equal 1.00% 2.25% to the benefit of the rate reductions described above if only one of the Borrower 1.75 to 1.00 ----------------------------------------------------------------------------------------------- II Greater than or the Guarantor obtains an Investment Grade Rating); provided that if one of the Borrower equal 0.75% 2.00% to 1.25 to 1.00 but less than 1.75 to 1.00 ----------------------------------------------------------------------------------------------- III Greater than or the Guarantor shall have obtained an Investment Grade Rating from both of the Rating Agencies, the lower of the two ratings (or the loss of the Investment Grade Rating from one of the Rating Agencies thereafter), shall control; and provided further that if only one of the Borrower or the Guarantor shall have obtained an Investment Grade Rating from one of the Rating Agencies, the loss of the Investment Grade Rating from such Rating Agency shall control. It is further the intention of the 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 lowest of any of such ratings (or the loss of the Investment Grade Rating from either Rating Agency thereafter as equal 0.50% 1.75% to either the Borrower or the Guarantor), shall control.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
Sources: Credit Agreement (O Charleys Inc)
Applicable Margin. On any The Applicable Margin shall be in effect for each period commencing on an Adjustment Date through the date that 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 §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, corresponding to the lower of the Implied Ratings issued from time Levels set forth in the table below (with Level I being the lowest level and Level V being the highest level) corresponding to time by either of the Rating Agencies for the Borrower Fixed Charge Coverage Ratio or the Guarantor is an Investment Grade Senior Debt Rating, provided that if the applicable margin set forth below based on the lower of the Implied Ratings issued by either of the Fixed Charge Coverage Ratio and Senior Debt Rating Agencies for the Borrower or the Guarantor 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, however, that on any date that the lower of the Implied Ratings for the Borrower or the Guarantor is not an Investment Grade Rating or neither the Borrower nor the Guarantor has obtained a rating from either of the Rating Agenciesare more than one Level apart, the Applicable Margin for Base Rate Loans shall be 0.00% and one Level below the Applicable Margin for LIBOR Rate Loans shall be 1.625%higher of the two applicable Levels. In the event of any change in an Implied Rating of either that the Borrower or Senior Debt Ratings assigned by ▇▇▇▇▇’▇ and S&P are not equivalent, the Guarantor by either of following criteria shall determine which Level shall be applicable to the Rating Agencies or Senior Debt Rating: (a) if either the Borrower s or Senior Debt Ratings are one Level apart, the Guarantor's Implied Level applicable to the Senior Debt 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 Borrower shall be entitled to the benefit of the rate reductions described above if only one of the Borrower or the Guarantor obtains an Investment Grade Rating); provided that if one of the Borrower or the Guarantor shall have obtained an Investment Grade Rating from both of the Rating Agencies, the lower of the two ratings Levels and (or b) if the loss 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 Investment Grade Rating two Levels. For purposes of clarity, the parties hereto acknowledge that (i) the Applicable Margin with respect to Eurocurrency Rate Loans shall be the rate per annum set forth in column D in the table below, (ii) the Facility Fee shall be the rate per annum set forth in column E in the table below and (iii) the Utilization Fee shall be the rate per annum set forth in column F. I > 2.75:1 S&P: A- ▇▇▇▇▇’▇: A3 or better 0.310% 0.090% 0.100% II > 2.50:1 and <2.75:1 S&P: BBB+ ▇▇▇▇▇’▇: Baa1 or better 0.390% 0.110% 0.100% III > 2.25:1 and <2.50:1 S&P: BBB ▇▇▇▇▇’▇: Baa2 or better 0.475% 0.150% 0.125% IV > 2.00:1 and <2.25:1 S&P: BBB- ▇▇▇▇▇’▇: Baa3 or better 0.675% 0.200% 0.125% V <2.00:1 S&P: lower than BBB- ▇▇▇▇▇’▇: lower than Baa3 0.875% 0.250% 0.125% Notwithstanding the foregoing, (A) for the period commencing on the Closing Date through the date immediately preceding the first Adjustment Date to occur after the date which is six months from one of the Rating Agencies thereafter)Closing Date, the Applicable Margin shall control; be that corresponding to Level II in the table above, and provided further that (B) if only one of the Borrower fails to deliver any Compliance Certificate pursuant to §§6.4(a) or (b) hereof then, for the Guarantor shall have obtained an Investment Grade Rating from one of period commencing on the Rating Agenciesdate 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 loss of Applicable Margin shall be the Investment Grade Rating from such Rating Agency shall control. It is further the intention of the 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 lowest of any of such ratings (or the loss of the Investment Grade Rating from either Rating Agency thereafter as Applicable Margin corresponding to either the Borrower or the Guarantor), shall controlLevel V above.
Appears in 1 contract
Applicable Margin. On any date that the lower of the Implied Ratings issued from time to time by either of the Rating Agencies for the Borrower or the Guarantor is an Investment Grade a Qualifying Rating, the applicable margin Applicable Margin shall be as set forth below based on below: Pricing Level LIBOR Rate Loans Base Rate Loans Pricing ▇▇▇▇▇ ▇ 1.75% 0% In the lower of the Implied Ratings issued by either event that any of the Rating Agencies issues a Rating for the Borrower that is a Qualifying Rating, or the Guarantor 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, however, that on any date that the lower of the Implied Ratings for the Borrower or the Guarantor is not an Investment Grade Rating or 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 0.00% and the Applicable Margin for LIBOR Rate Loans shall be 1.625%. In in the event of any change in an Implied a Rating of either the Borrower or the Guarantor by either any of the Rating Agencies Agencies, or if either the Borrower s or the GuarantorBorrower's Implied Rating Rating, after having obtained a Qualifying Rating, shall cease at any time to be an Investment Grade a Qualifying Rating by either any of the Rating Agencies (but subject to the provisions within the definition of the term "Investment Grade Qualifying Rating"), such change shall effect a change in the Applicable Margin Margin, as applicable, on the first Business Day after (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 ▇▇▇▇▇'▇, 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 either the Borrower or the Guarantor shall only obtain an Investment Grade a Qualifying Rating from one of the Rating Agencies S&P or ▇▇▇▇▇'▇ without seeking an Investment Grade a Qualifying Rating from the other of the Rating AgenciesS&P or ▇▇▇▇▇'▇, the Borrower shall be entitled to the benefit of the rate reductions Pricing Level 1 described above (it being the intent of the parties that the Borrower shall be entitled to the benefit of the rate reductions described above if only one of the Borrower or the Guarantor obtains an Investment Grade Rating)above; provided that if one of the Borrower or the Guarantor shall have obtained an Investment Grade a Qualifying Rating from both of the Rating AgenciesS&P and ▇▇▇▇▇'▇, the lower of the two ratings (or the loss of the Investment Grade Qualifying Rating from one either or both of S&P or ▇▇▇▇▇'▇ thereafter) shall control. The Borrower may obtain a Rating from Fitch in lieu of a Rating from S&P or ▇▇▇▇▇'▇, 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 Rating Agencies thereafter), shall control; and provided further that if only one Consolidated Total Liabilities of the Borrower or to the Guarantor shall have obtained an Investment Grade Rating from one Consolidated Total Assets of the Rating AgenciesBorrower, the loss applicable margin set forth below based on the ratio of the Investment Grade Rating from 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 ▇▇▇▇▇ ▇ 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 Rating Agency shall control. It is further ratio, if at all, until the intention first (1st) day of the parties 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 if both Borrower shall fail to deliver to the Borrower Agent a quarterly Compliance Certificate on or before the date required by (S)7.4(c), then without limiting any other rights of the Agent and the Guarantor shall have obtained an Investment Grade Rating from one or both of the Rating AgenciesLenders under this Agreement, the lowest of Applicable Margin shall be at Pricing Level 5 until such failure is cured within any of such ratings (or the loss of the Investment Grade Rating from either Rating Agency thereafter as to either the Borrower or the Guarantor), shall controlapplicable cure period.
Appears in 1 contract
Applicable Margin. On any The Applicable Margin shall be in effect for each period commencing on an Adjustment Date through the date that 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 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 Implied Ratings issued from time Levels set forth in the table below (with Level I being the lowest level and Level VI being the highest level) corresponding to time by either of the Rating Agencies for the Borrower Fixed Charge Coverage Ratio or the Guarantor is an Investment Grade Senior Debt Rating, PROVIDED THAT if the applicable margin set forth below based on the lower of the Implied Ratings issued by either of the Fixed Charge Coverage Ratio and Senior Debt Rating Agencies for the Borrower or the Guarantor 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, however, that on any date that the lower of the Implied Ratings for the Borrower or the Guarantor is not an Investment Grade Rating or neither the Borrower nor the Guarantor has obtained a rating from either of the Rating Agenciesare more than one Level apart, the Applicable Margin for Base Rate Loans shall be 0.00% and one Level below the Applicable Margin for LIBOR Rate Loans shall be 1.625%higher of the two applicable Levels. In the event of any change in an Implied Rating of either that the Borrower or Senior Debt Ratings assigned by ▇▇▇▇▇'▇ and S&P are not equivalent, the Guarantor by either of following criteria shall determine which Level shall be applicable to the Rating Agencies or Senior Debt Rating: (i) if either the Borrower s or Senior Debt Ratings are one Level apart, the Guarantor's Implied Level applicable to the Senior Debt 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 Borrower shall be entitled to the benefit of the rate reductions described above if only one of the Borrower or the Guarantor obtains an Investment Grade Rating); provided that if one of the Borrower or the Guarantor shall have obtained an Investment Grade Rating from both of the Rating Agencies, the lower of the two ratings Levels and (or ii) if the loss 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 Investment Grade Rating from one two Levels. For purposes of the Rating Agencies thereafter), shall control; and provided further that if only one of the Borrower or the Guarantor shall have obtained an Investment Grade Rating from one of the Rating Agenciesclarity, the loss of parties hereto acknowledge that the Investment Grade Rating from such Rating Agency Applicable Margin with respect to (i) Eurodollar Rate Loans shall controlbe 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. It is further the intention of the parties that if both the Borrower and the Guarantor shall have obtained an Investment Grade Rating from one ------------ ------------------------ ------------------- ------------------------ ----------------------- A B C D E ------------ ------------------------ ------------------- ------------------------ ----------------------- LEVEL FIXED CHARGE SENIOR DEBT EURODOLLAR RATE FACILITY FEE COVERAGE RATIO RATING LOANS ------------ ------------------------ ------------------- ------------------------ ----------------------- I (greater than 2.50:1 S&P: ▇- ▇▇.▇ 7.0 or both of the Rating Agencies, the lowest of any of such ratings equal to) ▇▇▇▇▇'▇: A3 or better ------------ ------------------------ ------------------- ------------------------ ----------------------- II (greater than 2.25:1 S&P: BBB+ 41.0 9.0 or the loss of the Investment Grade Rating from either Rating Agency thereafter as to either the Borrower equal to) ▇▇▇▇▇'▇: Baa1 or the Guarantor), shall control.better ------------ ------------------------ ------------------- ------------------------ ----------------------- III (greater than 2.00:1 S&P: BBB 52.0 10.5 or equal to) ▇▇▇▇▇'▇: Baa2 or better ------------ ------------------------ ------------------- ------------------------ ----------------------- IV (greater than 1.85:1 S&P: BBB- 67.0 13.0 or equal to) ▇▇▇▇▇'▇: Baa3 or better ------------ ------------------------ ------------------- ------------------------ ----------------------- V (greater than 1.75:1 S&P: BB+ 77.5 18.5 or equal to) ▇▇▇▇▇'▇: Ba1 or better ------------ ------------------------ ------------------- ------------------------ ----------------------- VI (less than) 1.75:1 lower than 77.5 22.5 S&P: BB+ ▇▇▇▇▇'▇: Ba1 or unrated ------------ ------------------------ ------------------- ------------------------ -----------------------
Appears in 1 contract
Applicable Margin. On any date that the lower of the 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 below based on the lower of the Implied Ratings issued by either of the Rating Agencies for the Borrower or the Guarantor 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, however, that on any date that the lower of the Implied Ratings for the Borrower or the Guarantor is not an Investment Grade Rating or neither the Borrower nor the Guarantor has obtained a rating from either of the Rating AgenciesInitially, 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 Senior Debt Rating by ▇▇▇▇▇’▇ and S&P. 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 corresponding to the higher of the Levels set forth in the table below (with Level I being the highest level and Level V being the lowest level) corresponding to the Senior Debt Rating. In the event that the Senior Debt Ratings assigned by ▇▇▇▇▇’▇ and S&P are not equivalent, the following criteria shall determine which Level shall be applicable: (a) if the Senior Debt Ratings are one Level apart, the Level applicable to the Senior Debt Rating shall be the higher of the two Levels and (b) 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 Eurocurrency Rate Loans 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 0.00% and the Applicable Margin for LIBOR Rate Loans rate per annum set forth in column D in the table below, (iii) the Facility Fee shall be 1.625%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. In Applicable Pension Legislation. At any time, any pension or retirement benefits legislation (be it national, federal, provincial, territorial or otherwise) to the event of any change in an Implied Rating of either extent then applicable to 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 Borrower shall be entitled to the benefit of the rate reductions described above if only one of the Borrower or the Guarantor obtains an Investment Grade Rating); provided that if one of the Borrower or the Guarantor shall have obtained an Investment Grade Rating from both of the Rating Agencies, the lower of the two ratings (or the loss of the Investment Grade Rating from one of the Rating Agencies thereafter), shall control; and provided further that if only one of the Borrower or the Guarantor shall have obtained an Investment Grade Rating from one of the Rating Agencies, the loss of the Investment Grade Rating from such Rating Agency shall control. It is further the intention of the 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 lowest of any of such ratings (or the loss of the Investment Grade Rating from either Rating Agency thereafter as to either the Borrower or the Guarantor), shall controlits Subsidiaries.
Appears in 1 contract
Sources: Credit Agreement (Staples Inc)
Applicable Margin. On The Applicable Margin provided for in Section 3.1(a) with respect to any date that Loan (the lower of “Applicable Margin”) shall be based upon the 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 table set forth below based on and determined by reference to the lower most recently announced senior unsecured long-term, non-credit enhanced debt rating (“Debt Rating”) of the Implied Ratings issued Borrower as determined by Standard & Poor’s and ▇▇▇▇▇’▇ as set forth below. In the event that both ▇▇▇▇▇’▇ and Standard & Poor’s shall not have in effect a Debt Rating (other than by reason of the circumstances referred to in the last sentence of this paragraph), then such Debt Rating shall be deemed to be at Pricing Level V. In the event that either of the ▇▇▇▇▇’▇ or Standard & Poor’s shall not have in effect a Debt Rating Agencies for the Borrower or the Guarantor and the type (other than by reason of the Loan: circumstances referred to in the last sentence of this paragraph), then such Debt Rating Base Rate Loans LIBOR Rate Loans A/A2 shall be deemed to be at the Pricing Level corresponding to the Debt Rating by ▇▇▇▇▇’▇ or better 0% 1.25% BBB+/Baa1 to A-/A3 0% 1.30% BBB/Baa2 0% 1.40% BBB-/Baa3 0% 1.50% provided, however, Standard & Poor’s (whichever does have a Debt Rating in effect as of such date) that is in effect on any date such date. In the event that the lower of the Implied corresponding Debt Ratings for the Borrower or the Guarantor is not an Investment Grade Rating or neither the Borrower nor the Guarantor has obtained a rating from either of the Rating Agenciespublicly announced by Standard & Poor’s and ▇▇▇▇▇’▇ listed above differ by (i) one level, the Applicable Margin for Base Rate Loans shall be 0.00% based upon the Pricing Level which corresponds to the Debt Rating which is the higher of such announced Debt Ratings, and (ii) two or more levels, the Applicable Margin for LIBOR Rate Loans shall be 1.625%. In based upon 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 Pricing Level which corresponds to the provisions within Debt Rating which is one rating below the definition higher of the term "Investment Grade Rating"), such change shall effect a announced Debt Ratings. Any change in the Applicable Margin shall be effective on the first Business Day after date upon which a change in the Borrower’s applicable Debt Rating Notice Dateis announced or is made publicly available. 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 AgenciesIn all cases, the Borrower shall be entitled to notify the benefit Administrative Agent of any change in the applicable Debt Rating within five (5) Business Days of the rate reductions described above (it being date upon which such change is announced or publicly made available. If the intent rating system of the parties that the Borrower ▇▇▇▇▇’▇ and Standard & Poor’s shall be entitled to the benefit of the rate reductions described above change, or if only one of the Borrower or the Guarantor obtains an Investment Grade Rating); provided that if one of the Borrower or the Guarantor shall have obtained an Investment Grade Rating from both of such rating agencies shall cease to be in the Rating Agenciesbusiness of rating corporate debt obligations, the lower of the two ratings (or the loss of the Investment Grade Rating from one of the Rating Agencies thereafter), shall control; and provided further that if only one of the Borrower or the Guarantor shall have obtained an Investment Grade Rating from one of the Rating Agencies, the loss of the Investment Grade Rating from such Rating Agency shall control. It is further the intention of the parties that if both the Borrower and the Guarantor Lenders shall have obtained an Investment Grade Rating negotiate in good faith to amend this definition to reflect such changed rating system or the unavailability of ratings from one or both such rating agencies and, pending the effectiveness of the Rating Agenciesany such amendment, the lowest of any of Applicable Margin shall be determined by reference to the Debt Rating most recently in effect prior to such ratings (change or the loss of the Investment Grade Rating from either Rating Agency thereafter as to either the Borrower or the Guarantor), shall controlcessation.
Appears in 1 contract
Sources: Credit Agreement (Grainger W W Inc)
Applicable Margin. On any The Applicable Margin shall be in effect for each period commencing on an Adjustment Date through the date that 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 Implied Ratings issued from time Levels set forth in the table below (with Level I being the lowest level and Level VI being the highest level) corresponding to time by either of the Rating Agencies for the Borrower Fixed Charge Coverage Ratio or the Guarantor is an Investment Grade Senior Debt Rating, PROVIDED THAT if the applicable margin set forth below based on the lower of the Implied Ratings issued by either of the Fixed Charge Coverage Ratio and Senior Debt Rating Agencies for the Borrower or the Guarantor 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, however, that on any date that the lower of the Implied Ratings for the Borrower or the Guarantor is not an Investment Grade Rating or neither the Borrower nor the Guarantor has obtained a rating from either of the Rating Agenciesare more than one Level apart, the Applicable Margin for Base Rate Loans shall be 0.00% and one Level below the Applicable Margin for LIBOR Rate Loans shall be 1.625%higher of the two applicable Levels. In the event of any change in an Implied Rating of either that the Borrower or Senior Debt Ratings assigned by Mood▇'▇ ▇▇▇ S&P are not equivalent, the Guarantor by either of following criteria shall determine which Level shall be applicable to the Rating Agencies or Senior Debt Rating: (i) if either the Borrower s or Senior Debt Ratings are one Level apart, the Guarantor's Implied Level applicable to the Senior Debt 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 Borrower shall be entitled to the benefit of the rate reductions described above if only one of the Borrower or the Guarantor obtains an Investment Grade Rating); provided that if one of the Borrower or the Guarantor shall have obtained an Investment Grade Rating from both of the Rating Agencies, the lower of the two ratings Levels and (or ii) if the loss 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 Investment Grade Rating from one two Levels. For purposes of the Rating Agencies thereafter), shall control; and provided further that if only one of the Borrower or the Guarantor shall have obtained an Investment Grade Rating from one of the Rating Agenciesclarity, the loss parties hereto acknowledge that the Applicable Margin with respect to (i) Eurodollar Rate Loans and Letter of Credit Fees shall be the Investment Grade Rating from such Rating Agency rate per annum set forth in column D in the table below and (ii) the Facility Fee shall controlbe the rate per annum set forth in column E in the table below. It is further ======================================================================================================== 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 Mood▇'▇: ▇▇ 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 intention of the 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 lowest of any of such ratings (or the loss of the Investment Grade Rating from either Rating Agency thereafter as to either the Borrower or the Guarantor), shall controlApplicable Margin set forth below.
Appears in 1 contract