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 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 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 assigned by ▇▇▇▇▇’▇ and S&P are not equivalent, the following criteria shall determine which Level shall be applicable 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 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 above (i.e., towards Level IV) the lower of the two Levels. For purposes of clarity, the parties hereto acknowledge that (i) the Applicable Margin with respect to 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), (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 (iii) the Commitment Fee shall be the rate per annum set forth in column E. I S&P: BBB+ or better ▇▇▇▇▇’▇: Baa1 or better 0 % 1.00 % 0.08 % II S&P: BBB ▇▇▇▇▇’▇: Baa2 0.125 % 1.125 % 0.09 % III S&P: BBB- ▇▇▇▇▇’▇: Baa3 0.375 % 1.375 % 0.125 % IV S&P: Lower than BBB- ▇▇▇▇▇’▇: Lower than Baa3 0.75 % 1.75 % 0.175 % Notwithstanding the foregoing, if the Borrower fails to deliver any Compliance Certificate pursuant to §§5.4(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 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

Sources: Credit Agreement (Staples Inc)

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 ~~Senior Debt Rating. The Senior Debt Rating~~ Calculation Date with respect to the fiscal quarter ending June 30, 2002 and thereafter shall be determined by reference to the Total Leverage Ratio as of the last day of the most recently ended fiscal quarter of the Borrower preceding ~~Rate Adjustment Period~~the applicable Calculation Date and (b) if the Borrower fails to provide the Officer's Compliance Certificate as required by Section 8.2 for the most recently ended fiscal quarter of the Borrower preceding the applicable Calculation Date, the Applicable Margin from such Calculation Date shall be based on Pricing Level I (as shown below) until such time as an appropriate Officer's Compliance Certificate is provided, at which time the Pricing Level shall be determined by reference to the Total Leverage Ratio as of the last day of the most recently ended fiscal quarter of the Borrower preceding such Calculation Date. The Applicable Margin shall be effective from one Calculation Date until the ~~applicable rate per annum, corresponding to the lower of the Levels set forth~~ next Calculation Date. Any adjustment 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 assigned by ▇▇▇▇▇’▇ and S&P are not equivalent, the following criteria shall determine which Level shall be applicable 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 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 above (i.e., towards Level IV) the lower of the two Levels. For purposes of clarity, the parties hereto acknowledge that (i) the Applicable Margin with respect to 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), (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 (iii) the Commitment Fee shall be the rate per annum set forth in column E. I S&P: BBB+ or better ▇▇▇▇▇’▇: Baa1 or better 0 % 1.00 % 0.08 % II S&P: BBB ▇▇▇▇▇’▇: Baa2 0.125 % 1.125 % 0.09 % III S&P: BBB- ▇▇▇▇▇’▇: Baa3 0.375 % 1.375 % 0.125 % IV S&P: Lower than BBB- ▇▇▇▇▇’▇: Lower than Baa3 0.75 % 1.75 % 0.175 % Notwithstanding the foregoing, if the Borrower fails to deliver any Compliance Certificate pursuant to §§5.4(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~~ applicable to all Advances then existing or subsequently made or issued. ------------------------------------------------------------------------------------------------------------------ LIBOR FOR BASE RATE FOR BASE RATE FOR TOTAL REVOLVING REVOLVING LIBOR FOR TERM LOAN PRICING LEVEL LEVERAGE RATIO CREDIT FACILITY CREDIT FACILITY TERM LOAN FACILITY FACILITY ------------- -------------- --------------- --------------- ------------------ -------- ------------------------------------------------------------------------------------------------------------------ Level ~~IV above. The relevant Applicable Margin for Base Rate Loans and Eurocurrency Rate Loans~~I 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, ~~as determined in accordance with this definition, shall increase by (i) 0.25~~but greater than 2.5 to 1.0 ------------------------------------------------------------------------------------------------------------------ Level III Less than or 2.25% ~~per annum on the date which is 90 days after the Closing Date, (ii) an additional 0.50~~1.00% ~~per annum on the date which is 180 days after the Closing Date and (iii) an additional 0.50~~2.75% ~~per annum on the date which is 210 days after the Closing Date.~~1.50% equal to 2.5 to 1.0 ------------------------------------------------------------------------------------------------------------------

Appears in 1 contract

Sources: 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 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 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 assigned by ▇▇▇▇▇’▇ and S&P are not equivalent, the following criteria shall determine which Level shall be applicable 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 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 above (i.e., towards Level IV) the lower of the two Levels. For purposes of clarity, the parties hereto acknowledge that (i) the Applicable Margin with respect to 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 (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 (iii) the Commitment Fee shall be the rate per annum set forth in column E.~~ ). I S&P: BBB+ or better ▇▇▇▇▇’▇: Baa1 or better 0 0.25 % ~~1.00 % 0.08~~ 1.25 % II S&P: BBB ▇▇▇▇▇’▇: Baa2 ~~0.125~~ 0.50 % ~~1.125 % 0.09~~ 1.50 % III S&P: ~~BBB-~~ BBB-▇▇▇▇▇’▇: Baa3 ~~0.375~~ 0.75 % ~~1.375 % 0.125~~ 1.75 % IV S&P: Lower than ~~BBB-~~ BBB-▇▇▇▇▇’▇: Lower than Baa3 ~~0.75~~ 1.50 % ~~1.75 % 0.175~~ 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 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 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

Sources: Credit Agreement (Staples Inc)

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 ▇▇▇▇▇’▇ 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 §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~~ higher of the Levels set forth in the table below (with Level I being the ~~lowest~~ highest level and Level IV V being the ~~highest~~ lowest level) corresponding to the Fixed Charge Coverage Ratio or the Senior Debt Rating. In the event that the Level derived from the Senior Debt Ratings and the Level derived from the Fixed Charge Coverage Ratio are more than two Levels apart, the applicable Level for the Applicable Margin shall be the Level that is two Levels higher than the lower of the two Levels. 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 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~~ 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 ~~above (i.e., towards Level IV)~~ higher than the lower of the two Levels. For purposes of clarity, the parties hereto acknowledge that (i) the Applicable Margin with respect to 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), (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~~ below, (~~as such~~ ii) the Applicable Margin with respect to Base Rate Loans shall be ~~adjusted pursuant to~~ the ~~last paragraph of this definition) and~~ rate per annum set forth in column E in the table below, (iii) the ~~Commitment~~ Facility Fee shall be the rate per annum set forth in column E. F in the table below, (iv) the Letter of Credit 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 the rate per annum set forth in column H in the table below. I > 4.00:1 S&P: A ▇▇▇▇▇’▇: A2 or better 0.850 % 0.000 % 0.150 % 0.850 % 0.4250 % II > 2.75:1 and < 4.00:1 S&P: A- ▇▇▇▇▇’▇: A3 or better 1.075 % 0.075 % 0.175 % 1.075 % 0.5375 % III > 2.50:1 and < 2.75:1 S&P: BBB+ ~~or better~~ ▇▇▇▇▇’▇: Baa1 or better 0 1.275 % ~~1.00~~ 0.275 % ~~0.08~~ 0.225 % II 1.275 % 0.6375 % IV > 2.25:1 and < 2.50:1 S&P: BBB ▇▇▇▇▇’▇: Baa2 ~~0.125~~ or better 1.475 % ~~1.125~~ 0.475 % ~~0.09~~ 0.275 % ~~III~~ 1.475 % 0.7375 % V < 2.25:1 S&P: BBB- or lower ▇▇▇▇▇’▇: Baa3 ~~0.375~~ or lower 1.650 % ~~1.375~~ 0.650 % ~~0.125~~ 0.350 % ~~IV S&P: Lower than BBB- ▇▇▇▇▇’▇: Lower than Baa3 0.75~~ 1.650 % ~~1.75 % 0.175~~ 0.8250 % Notwithstanding the foregoing, if the Borrower fails to deliver any Compliance Certificate pursuant to §§~~5.4(a~~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 IV V 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

Sources: 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 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~~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 IV 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 Mood▇'▇ ▇▇~~▇▇▇’~~▇ ~~and~~ S&P are not equivalent, the following criteria shall determine which Level shall be applicable to the Senior Debt Rating: (ai) 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 (bii) if the Senior Debt Ratings are more than one Level apart, the Level applicable to the Senior Debt Rating shall be one Level ~~above (i.e., towards Level IV)~~ below the ~~lower~~ higher of the two Levels. For purposes of clarity, the parties hereto acknowledge that ~~(i)~~ the Applicable Margin with respect to ~~Base~~ (i) Eurodollar 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~~ and Letter of ~~this definition), (ii) the Applicable Margin with respect to Eurocurrency Rate Loans~~ Credit Fees 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 (~~iii~~ii) the ~~Commitment~~ Facility Fee shall be the rate per annum set forth in column E. 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: ~~BBB+ or better~~ A- 15.0 7.0 THAN OR Mood▇~~▇▇▇▇’~~'▇: ~~Baa1~~ ▇▇ or EQUAL TO] better 0 % 1.00 % 0.08 % II S&P: BBB ▇▇▇▇▇’▇: Baa2 0.125 % 1.125 % 0.09 % III S&P: BBB- ▇▇▇▇▇’▇: Baa3 0.375 % 1.375 % 0.125 % IV S&P: Lower than BBB- ▇▇▇▇▇’▇: Lower than Baa3 0.75 % 1.75 % 0.175 % Notwithstanding the foregoing-------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------- ---------- _______1/ As provided in ss.3.5, ~~if the Borrower fails~~ Letter of Credit Fees with respect to ~~deliver any Compliance Certificate pursuant to §§5.4(a~~documentary Letters of Credit shall be calculated at one-half (1/2) 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 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 Dateset forth below.

Appears in 1 contract

Sources: Revolving Credit Agreement (Staples Inc)

Applicable Margin. The Applicable Margin provided for in Section 5.1(a) ----------------- with respect to the Loans (the "Applicable Margin") shall (i) for the period commencing on the Closing Date and ending on the date that is six (6) months from the Closing Date (the "Initial Adjustment Date"), equal the percentages set forth as follows: Revolving Credit and Term A Loan Facilities Term B Loan Facility Applicable Margin Per Annum Applicable Margin Per Annum Base Rate + LIBOR Rate + Base Rate + LIBOR Rate + --------------------------- --------------------------- 2.25% 3.25% 2.75% 3.75% and (ii) commencing on the Initial Adjustment Date and for each fiscal quarter thereafter, shall be based upon the Leverage Ratio as set forth in the table below and shall be determined and adjusted on the Initial Adjustment Date and thereafter, quarterly on the date (each a "Calculation Date") ten (10) Business Days after the date by which the Borrowers are required to provide an Officer's Compliance Certificate for the most recently ended fiscal quarter of the Borrowers and their Subsidiaries; provided, that with respect to the period -------- commencing on the Initial Adjustment Date and ending on the next Calculation Date to occur after the Initial Adjustment Date, the calculation of the Applicable Margin shall be ~~in effect~~ based on the most recent Officer's Compliance Certificate received by the Administrative Agent and Lenders prior to the Initial Adjustment Date. Notwithstanding the foregoing, if the Borrowers fail to provide the Officer's Compliance Certificate as required by Section 8.2 for ~~each period commencing on an Adjustment Date through~~ the ~~date immediately~~ most recently ended fiscal quarter of the Borrowers and their Subsidiaries preceding the ~~next Adjustment~~ applicable Calculation Date, the Applicable Margin from such Calculation Date ~~(each a “Rate Adjustment Period”)~~ shall be based on ~~a determination of~~ Pricing Level 1 (as shown below) until such time as an appropriate Officer's Compliance Certificate is provided, at which time the ~~Senior Debt Rating. The Senior Debt Rating~~ Pricing Level shall be determined by reference to the Leverage Ratio as of the last day of the most recently ended fiscal quarter of the Borrowers preceding ~~Rate Adjustment Period~~such Calculation Date. The Applicable Margin shall be effective from one Calculation Date until the ~~applicable rate per annum, corresponding to the lower of the Levels set forth~~ next Calculation Date. Any adjustment 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 assigned by ▇▇▇▇▇’▇ and S&P are not equivalent, the following criteria shall determine which Level shall be applicable 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 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 above (i.e., towards Level IV) the lower of the two Levels. For purposes of clarity, the parties hereto acknowledge that (i) the Applicable Margin with respect to 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), (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 (iii) the Commitment Fee shall be the rate per annum set forth in column E. I S&P: BBB+ or better ▇▇▇▇▇’▇: Baa1 or better 0 % 1.00 % 0.08 % II S&P: BBB ▇▇▇▇▇’▇: Baa2 0.125 % 1.125 % 0.09 % III S&P: BBB- ▇▇▇▇▇’▇: Baa3 0.375 % 1.375 % 0.125 % IV S&P: Lower than BBB- ▇▇▇▇▇’▇: Lower than Baa3 0.75 % 1.75 % 0.175 % Notwithstanding the foregoing, if the Borrower fails to deliver any Compliance Certificate pursuant to §§5.4(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 to all Extensions of Credit then existing or subsequently made or issued. Revolving Credit and Term A Loan Facilities Term B Loan Facility Applicable Margin ~~corresponding to Level IV above. The relevant~~ Per Annum Applicable Margin ~~for~~ Per Annum Level Leverage Ratio Base Rate ~~Loans and Eurocurrency~~ + LIBOR Rate ~~Loans, as determined in accordance with this definition, shall increase by (i) 0.25~~+ Base Rate + LIBOR Rate + ----- -------------- --------------------------- --------------------------- 1 Greater than or equal to 3.00 to 1.0. 2.50% ~~per annum on the date which is 90 days after the Closing Date, (ii) an additional 0.50~~3.50% ~~per annum on the date which is 180 days after the Closing Date and (iii) an additional 0.50~~3.00% ~~per annum on the date which is 210 days after the Closing Date.~~4.00% 2 Less than 3.00 to 1.0 but greater than or equal to 2.50 to 1.0. 2.25% 3.25% 2.75% 3.75%

Appears in 1 contract

Sources: Credit Agreement (GTS Duratek 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 §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 Levels set forth in the table below (with Level I being the lowest level and Level IV V 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 ▇▇▇▇▇’▇ and S&P are not equivalent, the following criteria shall determine which Level shall be applicable 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 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 ~~above (i.e., towards Level IV)~~ below the ~~lower~~ higher of the two Levels. For purposes of clarity, the parties hereto acknowledge that (i) the Applicable Margin with respect to 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), (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~~ below, (~~as such Applicable Margin shall be adjusted pursuant to the last paragraph of this definition) and (iii~~ii) the ~~Commitment~~ Facility Fee shall be the rate per annum set forth in column E. 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+ ~~or better~~ ▇▇▇▇▇’▇: Baa1 or better 0 0.390% ~~1.00~~ 0.110% ~~0.08~~ 0.100% II III > 2.25:1 and <2.50:1 S&P: BBB ▇▇▇▇▇’▇: Baa2 ~~0.125~~ or better 0.475% ~~1.125~~ 0.150% ~~0.09~~ 0.125% ~~III~~ IV > 2.00:1 and <2.25:1 S&P: BBB- ▇▇▇▇▇’▇: Baa3 ~~0.375~~ or better 0.675% ~~1.375~~ 0.200% ~~0.125~~ 0.125% IV V <2.00:1 S&P: ~~Lower~~ lower than BBB- ▇▇▇▇▇’▇: ~~Lower~~ lower than Baa3 ~~0.75~~ 0.875% ~~1.75~~ 0.250% ~~0.175~~ 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 the Closing Date, the Applicable Margin shall be that corresponding to Level II in the table above, and (B) if the Borrower fails to deliver any Compliance Certificate pursuant to §§~~5.4(a~~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 IV V 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

Sources: Revolving Credit Agreement (Staples Inc)

Applicable Margin. The applicable margin per annum provided for in Section 5.1(a) with respect to any Loan (the "Applicable Margin") (i) in the case of any Term Loan, shall be equal to 3.75 % if such Term Loan is a LIBOR Rate Loan, or 2.50% if such Term Loan is a Base Rate Loan, and (ii) in the case of a Revolving Credit Loan, shall be based upon the table set forth below and shall be determined and adjusted quarterly on the date (each a "Calculation Date") ten (10) Business Days after the date by which the Borrower is required to provide an Officer's Compliance Certificate for the most recently ended fiscal quarter 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 I (as shown below) and shall remain at Pricing Level I until the ~~Senior Debt Rating. The Senior Debt Rating~~ first Calculation Date occurring after the Closing Date and, thereafter the Pricing Level shall be determined by reference to the Total Leverage Ratio as of the last day of the most recently ended fiscal quarter of the Borrower preceding ~~Rate Adjustment Period~~the applicable Calculation Date, and (b) if the Borrower fails to provide the Officer's Compliance Certificate as required by Section 8.2 for the most recently ended fiscal quarter of the Borrower preceding the applicable Calculation Date, the Applicable Margin from such Calculation Date shall be based on Pricing Level I (as shown below) until such time as an appropriate Officer's Compliance Certificate is provided, at which time the Pricing Level shall be determined by reference to the Leverage Ratio as of the last day of the most recently ended fiscal quarter of the Borrower preceding such Calculation Date. The Applicable Margin shall be effective from one Calculation Date until the ~~applicable rate per annum, corresponding to the lower of the Levels set forth~~ next Calculation Date. Any adjustment 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 assigned by ▇▇▇▇▇’▇ and S&P are not equivalent, the following criteria shall determine which Level shall be applicable 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 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 above (i.e., towards Level IV) the lower of the two Levels. For purposes of clarity, the parties hereto acknowledge that (i) the Applicable Margin with respect to 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), (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 (iii) the Commitment Fee shall be the rate per annum set forth in column E. I S&P: BBB+ or better ▇▇▇▇▇’▇: Baa1 or better 0 % 1.00 % 0.08 % II S&P: BBB ▇▇▇▇▇’▇: Baa2 0.125 % 1.125 % 0.09 % III S&P: BBB- ▇▇▇▇▇’▇: Baa3 0.375 % 1.375 % 0.125 % IV S&P: Lower than BBB- ▇▇▇▇▇’▇: Lower than Baa3 0.75 % 1.75 % 0.175 % Notwithstanding the foregoing, if the Borrower fails to deliver any Compliance Certificate pursuant to §§5.4(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~~ applicable to all Advances then existing or subsequently made or issued. ---------------------------------------------------------------------------------------------- LIBOR FOR BASE RATE FOR TOTAL REVOLVING REVOLVING PRICING LEVEL LEVERAGE RATIO CREDIT FACILITY CREDIT FACILITY ------------- -------------- --------------- --------------- ---------------------------------------------------------------------------------------------- Level I Greater than or equal 3.25% 2.00% to 4.0 to 1.0 ---------------------------------------------------------------------------------------------- Less than 4.0 to 1.0, but greater than or Level II equal to 3.5 to 1.0 3.00% 1.75% ---------------------------------------------------------------------------------------------- Less than 3.5 to 1.0, but greater than 3.0 Level III to 1.0 2.75% 1.50% ---------------------------------------------------------------------------------------------- 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~~Less than 3.0 to 1.0 2.50% ~~per annum on the date which is 90 days after the Closing Date, (ii) an additional 0.50~~1.25% ~~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

Sources: Credit Agreement (Veridian 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 ~~Senior Debt Rating. The Senior Debt Rating~~ fiscal quarter ending September 30, 2002 and thereafter shall be determined by reference to the Total Leverage Ratio as of the last day of the most recently ended fiscal quarter of the Borrower preceding ~~Rate Adjustment Period~~the applicable Calculation Date and (b) if the Borrower fails to provide the Officer's Compliance Certificate as required by Section 8.2 for the most recently ended fiscal quarter of the Borrower preceding the applicable Calculation Date, the Applicable Margin from such Calculation Date shall be based on Pricing Level I (as shown below) until such time as an appropriate Officer's Compliance Certificate is provided, at which time the Pricing Level shall be determined by reference to the Total Leverage Ratio as of the last day of the most recently ended fiscal quarter of the Borrower preceding such Calculation Date. The Applicable Margin shall be effective from one Calculation Date until the ~~applicable rate per annum, corresponding to the lower of the Levels set forth~~ next Calculation Date. Any adjustment 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 assigned by ▇▇▇▇▇’▇ and S&P are not equivalent, the following criteria shall determine which Level shall be applicable 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 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 above (i.e., towards Level IV) the lower of the two Levels. For purposes of clarity, the parties hereto acknowledge that (i) the Applicable Margin with respect to 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), (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 (iii) the Commitment Fee shall be the rate per annum set forth in column E. I S&P: BBB+ or better ▇▇▇▇▇’▇: Baa1 or better 0 % 1.00 % 0.08 % II S&P: BBB ▇▇▇▇▇’▇: Baa2 0.125 % 1.125 % 0.09 % III S&P: BBB- ▇▇▇▇▇’▇: Baa3 0.375 % 1.375 % 0.125 % IV S&P: Lower than BBB- ▇▇▇▇▇’▇: Lower than Baa3 0.75 % 1.75 % 0.175 % Notwithstanding the foregoing, if the Borrower fails to deliver any Compliance Certificate pursuant to §§5.4(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~~ applicable to 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 1.0 -------------------------------------------------------------------------------------------------------------------- Less than or 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 equal to 3.0 to 1.0, but greater Level III than 2.5 to 1.0 2.50% 1.25% 3.00% 1.75% -------------------------------------------------------------------------------------------------------------------- Less than or equal to 2.5 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~~1.0 2.25% ~~per annum on the date which is 90 days after the Closing Date, (ii) an additional 0.50~~1.00% ~~per annum on the date which is 180 days after the Closing Date and (iii) an additional 0.50~~2.75% ~~per annum on the date which is 210 days after the Closing Date.~~1.50% --------------------------------------------------------------------------------------------------------------------

Appears in 1 contract

Sources: Credit Agreement (Veridian Corp)

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 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 ~~Senior Debt Rating. The Senior Debt Rating~~ 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 ~~Rate Adjustment Period. The Applicable Margin shall be~~ the applicable ~~rate per annum~~Calculation Date, corresponding to the lower of the 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 assigned by ▇▇▇▇▇’▇ and S&P are not equivalent, the following criteria shall determine which Level shall be applicable 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 two Levels and (b) if the ~~Senior Debt Ratings are more than one Level apart,~~ Borrower fails to provide the ~~Level applicable to~~ Officer's Compliance Certificate as required by Section 8.2 for the ~~Senior Debt Rating shall be one Level above (i.e., towards Level IV) the lower~~ most recently ended fiscal quarter of the ~~two Levels. For purposes of clarity~~Borrower preceding the applicable Calculation Date, ~~the parties hereto acknowledge that (i)~~ the Applicable Margin ~~with respect to Base Rate Loans~~ from such Calculation Date shall be ~~the rate per annum set forth in column C in the table below~~ based on Pricing Level I (as shown below) until such Applicable Margin shall be adjusted pursuant to the last paragraph of 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 (time as such Applicable Margin shall be adjusted pursuant to the last paragraph of this definition) and (iii) the Commitment Fee shall be the rate per annum set forth in column E. I S&P: BBB+ or better ▇▇▇▇▇’▇: Baa1 or better 0 % 1.00 % 0.08 % II S&P: BBB ▇▇▇▇▇’▇: Baa2 0.125 % 1.125 % 0.09 % III S&P: BBB- ▇▇▇▇▇’▇: Baa3 0.375 % 1.375 % 0.125 % IV S&P: Lower than BBB- ▇▇▇▇▇’▇: Lower than Baa3 0.75 % 1.75 % 0.175 % Notwithstanding the foregoing, if the Borrower fails to deliver any Compliance Certificate pursuant to §§5.4(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 an appropriate Officer's Compliance Certificate is ~~delivered~~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 shall be effective from one Calculation Date until the next Calculation Date. Any adjustment in the Applicable Margin ~~corresponding~~ shall be applicable to all Extensions of Credit then existing or subsequently made or issued. ------------------------------------------------------------------------------- -------------------- ------------------------------ --------------------------- Pricing Level ~~IV above. The relevant~~ Leverage Ratio Applicable Applicable Base LIBOR Margin ~~for Base~~ Rate ~~Loans and Eurocurrency Rate Loans, as determined in accordance with this definition, shall increase by (i) 0.25~~Margin -------------- ---------------------- ------------------- --------------------- -------------- ---------------------- ------------------- --------------------- Revolving Term Loan Revolving Term Loan Credit Facility Credit Facility Facility Facility -------------- ---------------------- -------- ---------- --------- ---------- -------------- ---------------------- -------- ---------- --------- ---------- I Greater than or 2.50% ~~per annum on the date which is 90 days after the Closing Date, (ii) an additional 0.50~~3.25% ~~per annum on the date which is 180 days after the Closing Date and (iii) an additional 0.50~~1.25% ~~per annum on the date which is 210 days after the Closing Date.~~2.00% equal to 1.75 to 1.00 -------------- ---------------------- -------- ---------- --------- ---------- -------------- ---------------------- -------- ---------- --------- ---------- II Greater than or equal to 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

Sources: Credit Agreement (Jack in the Box Inc /New/)

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”~~"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~~PER ANNUM, corresponding to the lower of the Levels set forth in the table below (with Level I being the lowest level and Level IV 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 ▇▇▇▇▇’'▇ and S&P are not equivalent, the following criteria shall determine which Level shall be applicable 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 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 ~~above (i.e., towards Level IV)~~ below the ~~lower~~ higher of the two Levels. For purposes of clarity, the parties hereto acknowledge that (i) the Applicable Margin with respect to 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), (ii) the Applicable Margin with respect to Eurocurrency Eurodollar Rate Loans shall be the rate per annum set forth in column D in the table ~~below~~ below, (~~as such Applicable Margin shall be adjusted pursuant to the last paragraph of this definition) and (iii~~ii) the ~~Commitment~~ Facility Fee shall be the rate per annum set forth in column E. 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: ~~BBB+ or better~~ 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 ~~0 % 1.00 % 0.08 % II~~ 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 ~~0.125 % 1.125 % 0.09 % III~~ 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 ~~0.375 % 1.375 % 0.125 % IV~~ or better less than 2.25:1 ------------- ------------------- ------------------------ ---------------- ----------------- -------------------- V greater than or equal to 1.75:1 S&P: ~~Lower than BBB-~~ BB+ 0.950% 0.300% 0.250% and ▇▇▇▇▇’'▇: ~~Lower~~ Ba1 or better less than ~~Baa3 0.75~~ 2.00:1 ------------- ------------------- ------------------------ ---------------- ----------------- -------------------- VI less than 1.75:1 lower than 1.100% ~~1.75~~ 0.350% ~~0.175~~ 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 the Closing Date, the Applicable Margin shall be that corresponding to Level III in the table above, and (B) if the Borrower fails to deliver any Compliance Certificate pursuant to ~~§§5.4(a) or (b~~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 IV VI above. ~~The relevant Applicable Margin for Base Rate Loans and Eurocurrency Rate Loans~~APPLICABLE PENSION LEGISLATION. At any time, ~~as determined in accordance with this definition~~any pension or retirement benefits legislation (be it national, ~~shall increase by (i~~federal, provincial, territorial or otherwise) ~~0.25% per annum on~~ then applicable to 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 DateBorrower or any of its Subsidiaries.

Appears in 1 contract

Sources: Revolving 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 ~~in effect for each period commencing on an Adjustment Date through~~ based upon the ~~date immediately preceding~~ table set forth below and determined by reference to the ~~next Adjustment Date~~ most recently announced senior unsecured long-term, non-credit enhanced debt rating (~~each a~~ “~~Rate Adjustment Period~~Debt Rating”) ~~based on a determination~~ of the ~~Senior Debt Rating. The Senior Debt Rating shall be~~ Borrower as determined by Standard & Poor’s and ▇▇▇▇▇’▇ 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 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~~below. In the event that both ▇▇▇▇▇’▇ and Standard & Poor’s shall not have in effect a Debt Rating (other than by reason of the ~~Senior~~ circumstances referred to in the last sentence of this paragraph), then such Debt ~~Ratings assigned~~ Rating shall be deemed to be at Pricing Level V. In the event that either of ▇▇▇▇▇’▇ or 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 the Pricing Level corresponding to the Debt Rating by ▇▇▇▇▇’▇ ~~and S&P are not equivalent,~~ or Standard & Poor’s (whichever does have a Debt Rating in effect as of such date) that is in effect on such date. In the ~~following criteria shall determine which Level shall be applicable to~~ event that the ~~Senior Debt Rating: (a) if the Senior~~ corresponding Debt Ratings ~~are one Level apart, the Level applicable to the Senior Debt Rating shall be the lower of the two Levels~~ publicly announced by Standard & Poor’s 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 above (i.e., towards Level IV) the lower of the two Levels. For purposes of clarity, the parties hereto acknowledge that (i) the Applicable Margin with respect to 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), (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 (iii) the Commitment Fee shall be the rate per annum set forth in column E. I S&P: BBB+ or better ▇▇▇▇▇’~~▇: Baa1~~ ▇ listed above differ by (i) one level, the Applicable Margin shall be based upon the Pricing Level which corresponds to the Debt Rating which is the higher of such announced Debt Ratings, and (ii) two or ~~better 0 % 1.00 % 0.08 % II S&P: BBB~~ more levels, the Applicable Margin shall be based upon the Pricing Level which corresponds to the Debt Rating which is one rating below the higher of such announced Debt Ratings. Any change in the Applicable Margin shall be effective on the date upon which a change in the Borrower’s applicable Debt Rating is announced or is made publicly available. In all cases, the Borrower shall notify the Administrative Agent of any change in the applicable Debt Rating within five (5) Business Days of the date upon which such change is announced or publicly made available. If the rating system of ▇▇▇▇▇’~~▇: Baa2 0.125 % 1.125 % 0.09 % III S&P: BBB- ▇▇▇▇▇’▇: Baa3 0.375 % 1.375 % 0.125 % IV S&P: Lower than BBB- ▇▇▇▇▇’▇: Lower than Baa3 0.75 % 1.75 % 0.175 % Notwithstanding~~ ▇ and Standard & Poor’s shall change, or if both of such rating agencies shall cease to be in the ~~foregoing~~business of rating corporate debt obligations, if the Borrower ~~fails~~ and the Lenders shall negotiate in good faith to ~~deliver~~ amend this definition to reflect such changed rating system or the unavailability of ratings from such rating agencies and, pending the effectiveness of any ~~Compliance Certificate pursuant to §§5.4(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~~amendment, the Applicable Margin shall be determined by reference to the ~~Applicable Margin corresponding~~ Debt Rating most recently in effect prior 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 Datesuch change or cessation.

Appears in 1 contract

Sources: Credit Agreement (Grainger W W Inc)

Applicable Margin. ~~The~~ On any date of determination, the percentage per annum set forth in the table below for a Prime Rate Advance or LIBOR Advance, as applicable, based upon the Debt Rating in effect on such date of determination as follows: Debt Rating Prime Rate Pricing Level S&P/▇▇▇▇▇'▇ Advance LIBOR Advance ------------- ----------- ------- ------------- 1 less than BB-/ less 0% 2.05% than Ba3 2 BB-/ Ba3 0% 1.85% 3 BB / Ba2 or better 0% 1.70% If WCI has a Debt Rating from both Rating Agencies, the less favorable to WCI of the two Debt Ratings shall determine 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~~ particular item above. WCI shall maintain a ~~“Rate Adjustment Period”) based on a determination~~ continuous Debt Rating by at least one of the ~~Senior~~ Rating Agencies. WCI shall contract with at least one of the Rating Agencies for the periodic modification and updating of its Debt Rating~~. The Senior~~ , and shall obtain and submit to Agent an update to the Debt Rating ~~shall be determined~~ on or before September 30 of each year during the term of this Agreement or such other dates each year as ~~of the last day of the preceding Rate Adjustment Period~~Agent may reasonably elect. The Applicable Margin shall be adjusted on the ~~applicable rate per annum~~first Business Day after a Rating Notice Date, ~~corresponding~~ and Agent shall provide a written statement to Borrower, with a copy to the ~~lower~~ Lenders, showing the basis for such adjustment. Agent, Lenders and Borrower acknowledge that, as of the 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 assigned by ▇▇▇▇▇’▇ and S&P are not equivalentClosing Date, the ~~following criteria shall determine which~~ Applicable Margins are as indicated in Pricing Level 2. No pricing modification pursuant to this definition shall be applicable to any existing LIBOR Advance prior to the ~~Senior Debt Rating:~~ expiration of its Interest Period. No decrease in the Applicable Margin shall occur at any time that the Default Rate is applicable. If at any time (a) if neither of the ~~Senior Debt Ratings are one Level apart, the Level applicable to the Senior~~ Rating Agencies shall have issued or confirmed a Debt Rating ~~shall be~~ in writing within the ~~lower of the two Levels and (b) if the Senior Debt Ratings are more than one Level apart~~previous 365 days, the Level applicable to the Senior Debt Rating shall be one Level above (i.e., towards Level IV) the lower of the two Levels. For purposes of clarity, the parties hereto acknowledge that (i) the Applicable Margin with respect to 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), (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 (iii) the Commitment Fee shall be the rate per annum set forth in column E. I S&P: BBB+ or better ▇▇▇▇▇’▇: Baa1 or better 0 % 1.00 % 0.08 % II S&P: BBB ▇▇▇▇▇’▇: Baa2 0.125 % 1.125 % 0.09 % III S&P: BBB- ▇▇▇▇▇’▇: Baa3 0.375 % 1.375 % 0.125 % IV S&P: Lower than BBB- ▇▇▇▇▇’▇: Lower than Baa3 0.75 % 1.75 % 0.175 % Notwithstanding the foregoing, if the Borrower fails to deliver any Compliance Certificate pursuant to §§5.4(a) or (b) ~~hereof then, for~~ the ~~period commencing on~~ rating system of both of the ~~date~~ Rating Agencies (as opposed to the Debt Rating) shall change in such ~~Compliance Certificate was due through the date immediately preceding the Adjustment Date~~ a material way that ~~occurs immediately following the date on which such Compliance Certificate is delivered, the Applicable Margin~~ shall ~~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~~ require modification of this definition, or (c) neither of the Rating Agencies shall ~~increase~~ perform the functions of a securities rating agency, Borrower shall then immediately notify Agent of such event and Borrower and Agent shall promptly negotiate in good faith to amend this Agreement with respect to the determination of the Debt Rating (such amendment to be approved by ~~(i) 0.25% per annum on~~ the Majority Lenders), and pending such amendment, the applicable Debt Rating in effect as of 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~~applicable event described in this sentence occurred shall continue to apply.

Appears in 1 contract

Sources: Revolving Credit Construction Loan Agreement (Wci Communities 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 ~~Senior Debt Rating. The Senior Debt Rating~~ 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 last day of the most recently ended Fiscal Quarter of the Borrower preceding ~~Rate Adjustment Period. The Applicable Margin shall be~~ the applicable ~~rate per annum~~Calculation Date, corresponding to the lower of the 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 assigned by ▇▇▇▇▇’▇ and S&P are not equivalent, the following criteria shall determine which Level shall be applicable 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 two Levels and (bB) if the Senior Debt Ratings are more than one Level apart, the Level applicable to the Senior Debt Rating shall be one Level above (i.e., towards Level IV) the lower of the two Levels. For purposes of clarity, the parties hereto acknowledge that (i) the Applicable Margin with respect to 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), (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 (iii) the Commitment Fee shall be the rate per annum set forth in column E. I S&P: BBB+ or better ▇▇▇▇▇’▇: Baa1 or better 0 % 1.00 % 0.08 % II S&P: BBB ▇▇▇▇▇’▇: Baa2 0.125 % 1.125 % 0.09 % III S&P: BBB- ▇▇▇▇▇’▇: Baa3 0.375 % 1.375 % 0.125 % IV S&P: Lower than BBB- ▇▇▇▇▇’▇: Lower than Baa3 0.75 % 1.75 % 0.175 % Notwithstanding the foregoing, if the Borrower fails to ~~deliver any~~ provide the Officer's Compliance Certificate ~~pursuant to §§5.4(a) or (b) hereof then,~~ as required by Section 8.2 for the ~~period commencing on~~ most recently ended Fiscal Quarter of the ~~date such Compliance Certificate was due through the date immediately~~ Borrower preceding the ~~Adjustment~~ applicable Calculation Date, the Applicable Margin from such Calculation Date ~~that occurs immediately following the date~~ shall be based on ~~which~~ Pricing Level I (as shown below) until such time as an appropriate Officer's Compliance Certificate is ~~delivered~~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 shall be effective from one Calculation Date until the next Calculation Date. Any adjustment in the Applicable Margin ~~corresponding~~ shall be applicable to all Extensions of Credit then existing or subsequently made or issued. Pricing Grid Senior Secured Level ~~IV above. The relevant~~ Leverage Ratio Applicable ~~Margin for~~ Base Rate ~~Loans and Eurocurrency~~ Margin Applicable LIBOR Rate ~~Loans, as determined in accordance with this definition, shall increase by (i) 0.25~~Margin ------------ ----------------------- --------------------------- ---------------------------- I Greater than or equal 1.00% ~~per annum on the date which is 90 days after the Closing Date, (ii) an additional~~ 2.25% to 1.75 to 1.00 ----------------------------------------------------------------------------------------------- II Greater than or equal 0.75% 2.00% to 1.25 to 1.00 but less than 1.75 to 1.00 ----------------------------------------------------------------------------------------------- III Greater than or equal 0.50% ~~per annum on the date which is 180 days after the Closing Date and (iii) an additional 0.50~~1.75% ~~per annum on the date which is 210 days after the Closing Date.~~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

Sources: Credit Agreement (O Charleys 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 ~~Senior Debt Rating. The Senior Debt Rating~~ Closing Date and, thereafter the Pricing Level shall be determined by reference to the Leverage Ratio as of the ~~last day~~ fiscal quarter end of the Borrower preceding ~~Rate Adjustment Period~~the applicable Calculation Date, and (b) if the Borrower fails to provide an Officer's Compliance Certificate as required by Section 6.2 for the most recently ended fiscal quarter of the Borrower by the 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 fiscal quarter end of the Borrower 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 annum, corresponding to the lower of the 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 Ratingnext Calculation Date. 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 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 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 above (i.e., towards Level IV) the lower of the two Levels. For purposes of clarity, the parties hereto acknowledge that (i) the Applicable Margin with respect to 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), (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 (iii) the Commitment Fee shall be the rate per annum set forth in column E. I S&P: BBB+ or better ▇▇▇▇▇’▇: Baa1 or better 0 % 1.00 % 0.08 % II S&P: BBB ▇▇▇▇▇’▇: Baa2 0.125 % 1.125 % 0.09 % III S&P: BBB- ▇▇▇▇▇’▇: Baa3 0.375 % 1.375 % 0.125 % IV S&P: Lower than BBB- ▇▇▇▇▇’▇: Lower than Baa3 0.75 % 1.75 % 0.175 % Notwithstanding the foregoing, if the ~~Borrower fails to deliver any~~ Officer's Compliance Certificate pursuant to §§5.4(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 deliveredhas not been provided in accordance with Section 6.2, the Applicable Margin shall be effective from the most recently determined Calculation Date until the date ten (10) Business Days after the date on which the Officer's Compliance Certificate is provided to the Administrative Agent. Any adjustment in the Applicable Margin ~~corresponding~~ shall be applicable to ~~Level IV above. The relevant Applicable Margin for Base Rate~~ all 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 Datethen existing or subsequently made or issued.

Appears in 1 contract

Sources: Credit Agreement (Commonwealth Telephone Enterprises Inc /New/)

Applicable Margin. The Applicable Margin provided for in Section 3.1(a) with respect to any Revolving Credit Loan (the “Applicable Margin”) shall be ~~in effect for each period commencing on an Adjustment Date through~~ based upon the ~~date immediately preceding~~ table set forth below and determined by reference to the ~~next Adjustment Date~~ most recently announced senior unsecured long-term, non-credit enhanced debt rating (~~each a~~ “~~Rate Adjustment Period~~Debt Rating”) ~~based on a determination~~ of the ~~Senior Debt Rating. The Senior Debt Rating shall be~~ Company as determined by Standard & Poor’s and ▇▇▇▇▇’▇ 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 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~~below. In the event that both ▇▇▇▇▇’▇ and Standard & Poor’s shall not have in effect a Debt Rating (other than by reason of the ~~Senior~~ circumstances referred to in the last sentence of this paragraph), then such Debt ~~Ratings assigned~~ Rating shall be deemed to be at Pricing Level V. In the event that either of ▇▇▇▇▇’▇ or 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 the Pricing Level corresponding to the Debt Rating by ▇▇▇▇▇’▇ ~~and S&P are not equivalent,~~ or Standard & Poor’s (whichever does have a Debt Rating in effect as of such date) that is in effect on such date. In the ~~following criteria shall determine which Level shall be applicable to~~ event that the ~~Senior Debt Rating: (a) if the Senior~~ corresponding Debt Ratings ~~are one Level apart, the Level applicable to the Senior Debt Rating shall be the lower of the two Levels~~ publicly announced by Standard & Poor’s 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 above (i.e., towards Level IV) the lower of the two Levels. For purposes of clarity, the parties hereto acknowledge that (i) the Applicable Margin with respect to 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), (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 (iii) the Commitment Fee shall be the rate per annum set forth in column E. I S&P: BBB+ or better ▇▇▇▇▇’~~▇: Baa1~~ ▇ listed above differ by (i) one level, the Applicable Margin shall be based upon the Pricing Level which corresponds to the Debt Rating which is the higher of such announced Debt Ratings, and (ii) two or ~~better 0 % 1.00 % 0.08 % II S&P: BBB~~ more levels, the Applicable Margin shall be based upon the Pricing Level which corresponds to the Debt Rating which is one rating below the higher of such announced Debt Ratings. Any change in the Applicable Margin shall be effective on the 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 Days of the date upon which such change is announced or publicly made available. If the rating system of ▇▇▇▇▇’~~▇: Baa2 0.125 % 1.125 % 0.09 % III S&P: BBB- ▇▇▇▇▇’▇: Baa3 0.375 % 1.375 % 0.125 % IV S&P: Lower than BBB- ▇▇▇▇▇’▇: Lower than Baa3 0.75 % 1.75 % 0.175 % Notwithstanding~~ ▇ and Standard & Poor’s shall change, or if both of such rating agencies shall cease to be in the ~~foregoing~~business of rating corporate debt obligations, if the ~~Borrower fails~~ Company and the Lenders shall negotiate in good faith to ~~deliver~~ amend this definition to reflect such changed rating system or the unavailability of ratings from such rating agencies and, pending the effectiveness of any ~~Compliance Certificate pursuant to §§5.4(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~~amendment, the Applicable Margin shall be determined by reference to the ~~Applicable Margin corresponding~~ Debt Rating most recently in effect prior 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 Datesuch change or cessation.

Appears in 1 contract

Sources: Credit Agreement (Grainger W W 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 ~~Senior Debt Rating. The Senior Debt Rating~~ Officer's Compliance Certificate for the period ended December 28, 2003 and, thereafter the Pricing Level shall be determined by reference to the Total Leverage Ratio as of the last day of the most recently ended fiscal quarter of the Borrower preceding ~~Rate Adjustment Period~~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 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, corresponding to the lower of the Levels set forth~~ next Calculation Date. Any adjustment 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 assigned by ▇▇▇▇▇’▇ and S&P are not equivalent, the following criteria shall determine which Level shall be applicable 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 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 above (i.e., towards Level IV) the lower of the two Levels. For purposes of clarity, the parties hereto acknowledge that (i) the Applicable Margin with respect to 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), (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 (iii) the Commitment Fee shall be the rate per annum set forth in column E. I S&P: BBB+ or better ▇▇▇▇▇’▇: Baa1 or better 0 % 1.00 % 0.08 % II S&P: BBB ▇▇▇▇▇’▇: Baa2 0.125 % 1.125 % 0.09 % III S&P: BBB- ▇▇▇▇▇’▇: Baa3 0.375 % 1.375 % 0.125 % IV S&P: Lower than BBB- ▇▇▇▇▇’▇: Lower than Baa3 0.75 % 1.75 % 0.175 % Notwithstanding the foregoing, if the Borrower fails to deliver any Compliance Certificate pursuant to §§5.4(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~~ applicable to ~~Level~~ all Extensions of 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 ~~above. The relevant Applicable Margin for Base Rate Loans and Eurocurrency Rate Loans~~Greater than 3.00 to 1.00 3.25% 2.00% 3.00% 1.75% -------------------------------------------------------------------------------------------------------- III Greater than 2.50 to 1.00, ~~as determined in accordance with this definition~~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, ~~shall increase by (i) 0.25~~but 2.75% ~~per annum on the date which is 90 days after the Closing Date, (ii) an additional 0.50~~1.50% ~~per annum on the date which is 180 days after the Closing Date and (iii) an additional 0.50~~3.00% ~~per annum on the date which is 210 days after the Closing Date.~~1.75% less than or equal to 2.50 to 1.00 -------------------------------------------------------------------------------------------------------- I Less than or equal to 2.00 2.50% 1.25% 3.00% 1.75% --------------------------------------------------------------------------------------------------------

Appears in 1 contract

Sources: Credit Agreement (Wackenhut Corrections 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”~~"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~~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 IV 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 ▇▇▇▇▇’'▇ and S&P are not equivalent, the following criteria shall determine which Level shall be applicable to the Senior Debt Rating: (ai) 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 (bii) if the Senior Debt Ratings are more than one Level apart, the Level applicable to the Senior Debt Rating shall be one Level ~~above (i.e., towards Level IV)~~ below the ~~lower~~ higher of the two Levels. For purposes of clarity, the parties hereto acknowledge that ~~(i)~~ the Applicable Margin with respect to ~~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), (ii~~i) ~~the Applicable Margin with respect to Eurocurrency~~ Eurodollar 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 (~~iii~~ii) the ~~Commitment~~ Facility Fee shall be the rate per annum set forth in column E. E in the table below. ------------ ------------------------ ------------------- ------------------------ ----------------------- 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: ~~BBB+~~ ▇- ▇▇.▇ 7.0 or ~~better~~ equal to) ▇▇▇▇▇’'▇: A3 or better ------------ ------------------------ ------------------- ------------------------ ----------------------- II (greater than 2.25:1 S&P: BBB+ 41.0 9.0 or equal to) ▇▇▇▇▇'▇: Baa1 or better ~~0 % 1.00 % 0.08 % II~~ ------------ ------------------------ ------------------- ------------------------ ----------------------- III (greater than 2.00:1 S&P: BBB 52.0 10.5 or equal to) ▇▇▇▇▇’'▇: Baa2 ~~0.125 % 1.125 % 0.09 % III~~ or better ------------ ------------------------ ------------------- ------------------------ ----------------------- IV (greater than 1.85:1 S&P: BBB- 67.0 13.0 or equal to) ▇▇▇▇▇’'▇: Baa3 ~~0.375 % 1.375 % 0.125 % IV~~ or better ------------ ------------------------ ------------------- ------------------------ ----------------------- V (greater than 1.75:1 S&P: ~~Lower than BBB-~~ BB+ 77.5 18.5 or equal to) ▇▇▇▇▇’'▇: ~~Lower~~ Ba1 or better ------------ ------------------------ ------------------- ------------------------ ----------------------- VI (less than) 1.75:1 lower than ~~Baa3 0.75 % 1.75 % 0.175 % Notwithstanding the foregoing, if the Borrower fails to deliver any Compliance Certificate pursuant to §§5.4(a)~~ 77.5 22.5 S&P: BB+ ▇▇▇▇▇'▇: Ba1 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 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.unrated ------------ ------------------------ ------------------- ------------------------ -----------------------

Appears in 1 contract

Sources: Revolving Credit Agreement (Staples Inc)

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 Senior Debt ~~Rating.~~ 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,~~ 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 IV V being the ~~highest~~ 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 to the Senior Debt Rating~~applicable: (a) 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 (b) if the Senior Debt Ratings are more than one Level apart, the Level applicable to the Senior Debt Rating shall be one Level ~~above (i.e., towards Level IV)~~ below the ~~lower~~ 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 ~~Base~~ Eurocurrency 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)~~below, (ii) the Applicable Margin with respect to ~~Eurocurrency~~ Base 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~~ below, (iii) the ~~Commitment~~ Facility Fee shall be the rate per annum set forth in column E. I S&P: BBB+ or better ▇▇▇▇▇’▇: Baa1 or better 0 % 1.00 % 0.08 % II S&P: BBB ▇▇▇▇▇’▇: Baa2 0.125 % 1.125 % 0.09 % III S&P: BBB- ▇▇▇▇▇’▇: Baa3 0.375 % 1.375 % 0.125 % IV S&P: Lower than BBB- ▇▇▇▇▇’▇: Lower than Baa3 0.75 % 1.75 % 0.175 % Notwithstanding E in the ~~foregoing~~table below, if and (iv) the ~~Borrower fails~~ Letter of Credit Fee with respect to deliver any Compliance Certificate pursuant to §§5.4(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 standby Letters of Credit shall 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% rate per annum on set forth in column F in the ~~date which is 90 days after~~ table below. Applicable Pension Legislation. At any time, any pension or retirement benefits legislation (be it national, federal, provincial, territorial or otherwise) to the ~~Closing Date, (ii) an additional 0.50% per annum on~~ extent then applicable to 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~~Borrower or any of its Subsidiaries.

Appears in 1 contract

Sources: Credit Agreement (Staples Inc)

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 ▇▇▇▇▇’▇ 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 §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~~ higher of the Levels set forth in the table below (with Level I being the ~~lowest~~ highest level and Level IV V being the ~~highest~~ lowest level) corresponding to the Fixed Charge Coverage Ratio or the Senior Debt Rating. In the event that the Level derived from the Senior Debt Ratings and the Level derived from the Fixed Charge Coverage Ratio are more than two Levels apart, the applicable Level for the Applicable Margin shall be the Level that is two Levels higher than the lower of the two Levels. 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 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~~ 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 ~~above (i.e., towards Level IV)~~ higher than the lower of the two Levels. For purposes of clarity, the parties hereto acknowledge that (i) the Applicable Margin with respect to 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), (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~~ below, (~~as such~~ ii) the Applicable Margin with respect to Base Rate Loans shall be ~~adjusted pursuant to~~ the ~~last paragraph of this definition) and~~ rate per annum set forth in column E in the table below, (iii) the ~~Commitment~~ Facility Fee shall be the rate per annum set forth in column E. F in the table below, (iv) the Letter of Credit 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 the rate per annum set forth in column H in the table below. 47438543.7 I > 4.00:1 S&P: A ▇▇▇▇▇’▇: A2 or better 0.795% 0.000% 0.080% 0.795% 0.3975% II > 2.75:1 and < 4.00:1 S&P: A- ▇▇▇▇▇’▇: A3 or better 0.90% 0.000% 0.100% 0.900% 0.4500% III > 2.50:1 and < 2.75:1 S&P: BBB+ ~~or better~~ ▇▇▇▇▇’▇: Baa1 or better 0 1.125% ~~1.00~~ 0.125% ~~0.08~~ 0.125% ~~II S&P: BBB ▇▇▇▇▇’▇: Baa2 0.125~~ 1.125% ~~1.125 % 0.09 % III S&P: BBB- ▇▇▇▇▇’▇: Baa3 0.375 % 1.375 % 0.125 % IV S&P: Lower than BBB- ▇▇▇▇▇’▇: Lower than Baa3 0.75 % 1.75 % 0.175~~ 0.5625% Notwithstanding the foregoing, if the Borrower fails to deliver any Compliance Certificate pursuant to §§~~5.4(a~~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 IV V 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

Sources: Credit Agreement (Staples Inc)

Common use of Applicable Margin Clause in Contracts