Pricing Schedule The Applicable Margin with respect to Commitment Fees and Advances (including, if applicable, Swingline Advances) shall be determined in accordance with the following Table based on the US Borrower’s Leverage Ratio as reflected in the Compliance Certificate delivered in connection with the financial statements most recently delivered pursuant to Section 5.2. Adjustments, if any, to such Applicable Margin shall be effective on the date the US Administrative Agent receives the applicable financial statements and corresponding Compliance Certificate as required by the terms of this Agreement. If the US Borrower fails to deliver the financial statements and corresponding Compliance Certificate to the US Administrative Agent at the time required pursuant to Section 5.2, then effective as of the date such financial statements and Compliance Certificate were required to be delivered pursuant to Section 5.2, the Applicable Xxxxxx with respect to Commitment Fees and Advances shall be determined at Level VI and shall remain at such level until the date such financial statements and corresponding Compliance Certificate are so delivered by the US Borrower. Initial pricing will be set at the level based on the US Borrower’s actual Leverage Ratio based on the pro forma compliance certificate delivered on the Closing Date (which is expected to be at Level III until the delivery of the compliance certificate and accompanying financial statements for the fiscal quarter ending September 30, 2014). Notwithstanding anything to the contrary contained herein, the determination of the Applicable Margin for any period shall be subject to the provisions of Section 2.10(f). For the voidance of doubt, the levels on the pricing grid set forth below are set forth from lowest (Level I) to the highest (Level VI). Leverage Ratio LIBOR or B/A Margin Base Rate or Canadian Prime Rate Margin Commitment Fee Level I <1.00x 175.0 bps 75.0 bps 37.5 bps Level II >1.00x; <1.50x 200.0 bps 100.0 bps 37.5 bps Level III >1.50x; <2.00x 225.0 bps 125.0 bps 50.0 bps Level IV >2.00x; <2.50x 250.0 bps 150.0 bps 50.0 bps Level V >2.50x; <3.00x 275.0 bps 175.0 bps 50.0 bps Level VI >3.00x 300.0 bps 200.0 bps 50.0 bps Schedule I-1 SCHEDULE II COMMITMENTS, CONTACT INFORMATION US ADMINISTRATIVE AGENT, US ISSUING BANK AND US LENDER, Notices: Principal/Interest/Fees HSBC Bank USA NA Corporate Trust & Loan Agency 0 Xxxx 00xx Xxxxxx, 0xx Xxxxx Xxx Xxxx, XX 00000 Attn: Agency Services Phone: 0-000-000-0000 Fax: 0-000-000-0000 Email: XXXXXX.XxxxXxxxxx@xx.xxxx.xxx Documentation Contact: HSBC Bank USA NA Corporate Trust & Loan Agency 0 Xxxx 00xx Xxxxxx, 0xx Xxxxx Xxx Xxxx, XX 00000 Attn: Transaction Management Phone: 0-000-000-0000 Fax: 0-000-000-0000 Email: XXXXXX.XxxxxxxxxxxXxxxxxxxxx@xx.xxxx.xxx CANADIAN ADMINISTRATIVE AGENT, CANADIAN ISSUING LENDER AND CANADIAN LENDER Credit Contact: HSBC Bank Canada 000 - 0xx Xxxxxx X.X. Xxxxxxx, Xxxxxxx X0X 0XX Xxxxxx Attn: Xxxxxxxx Xxxxx, Sr. Account Manager, Commercial Banking - Energy Phone: 0-000-000-0000 Fax: 0-000-000-0000 Email: Xxxxxxxx_xxxxx@xxxx.xx Administration Contact: HSBC Bank Canada 00xx Xxxxx, 00 Xxxx Xxxxxx Xxxxxxx, Xxxxxxx X0X 0X0 Xxxxxx Attn: Xxxxxx Xxxxxxxx, Agency Administrator Phone: 0-000-000-0000 Fax: 0-000-000-0000 Email: xxxxxxxxxxx0@xxxx.xx SYNDICATION AGENT, US SWINGLINE LENDER AND US LENDER Credit Contact: Xxxxx Fargo Bank, N.A. 0000 Xxxxxxxxx Xx., 0xx Xxxxx Xxxxxxx, Xxxxx 00000 Attn: Xxxx Xxxxxxxx Phone: 0-000-000-0000 Fax: 0-000-000-0000 Email: xxxxxxxx@xxxxxxxxxx.xxx Administration Contact: Xxxxx Fargo Bank, N.A. 0000 Xxxxxxxxx Xx., 0xx Xxxxx Xxxxxxx, Xxxxx 00000 Attn: Xxxxx Xxxx Phone: 0-000-000-0000 Fax: 0-000-000-0000 Email: xxxxx@xxxxxxxxxx.xxx CREDIT PARTIES Borrowers/Guarantors Address: c/o Nine Energy Service, Inc. Greenspoint Plaza 4 00000 Xxxxxxxxxx Xxxxx, Xxxxx 0000 Xxxxxxx, Xxxxx 00000 Attn: Xxx Xxx Fax: 000-000-0000 Schedule II-1 LENDERS TERM COMMITMENT REVOLVING COMMITMENT HSBC Bank Canada $ 1,250,000.00 $ 30,000,000 (Canadian) HSBC Bank USA, N.A. $ 8,981,481.48 $ 22,268,518.52 Xxxxx Fargo Bank, National Association $ 19,675,925.93 $ 42,824,074.07 Amegy Bank, N.A. $ 12,592,592.59 $ 27,407,407.41 JPMorgan Chase Bank, N.A. $ 12,592,592.59 $ 27,407,407.41 Bank of America, N.A. $ 12,592,592.59 $ 27,407,407.41 IberiaBank $ 6,296,296.30 $ 13,703,703.70 The Bank of Nova Scotia $ 6,296,296.30 $ 13,703,703.70 Regions Bank $ 4,722,222.22 $ 10,277,777.78 TOTAL: $ 85,000,000 $ 215,000,000 SCHEDULE 4.1 ORGANIZATIONAL INFORMATION US Credit Parties # Entity Name Type of Organization State of Formation 1. Nine Energy Service, Inc. Corporation Delaware
Benchmarking 6.5.1. Not earlier than [***], Company shall have the right, but not the obligation, to conduct a measurement and comparison benchmarking process to compare [***] to ensure that Company is receiving [***], given the nature, volume and type of Services provided by Amdocs hereunder (taking into account the volume of Services, the skill sets and geographical location of the Personnel and other such factors necessary to ensure a like-for-like comparison to the benchmark comparator group) (the “Benchmarking Process”). Upon Amdocs’ receipt of notice of Company’s intent to exercise its benchmarking right, the Parties shall agree on a pool of suitably qualified, experienced and independent benchmarkers generally in the business of conducting such measurements and comparisons. The pool of benchmarkers shall not include any Person that is an Amdocs Competitor. It is the Parties’ intention that they shall jointly select the benchmarker to carry out the Benchmarking Process. However, in the event that the Parties are unable to agree as to the identification of such benchmarker, after escalation of this matter to Company’s Senior Vice President (IT) and Amdocs’ Vice President, then Company may utilize any Third Party benchmarker from the pool to perform the Benchmarking Process (the “Benchmarker”). The Benchmarker will review its benchmarking methodology with Company and Amdocs and the Parties shall agree to the criteria used for selection of the benchmark comparator group prior to commencement of the Benchmarking Process. Amdocs shall have reasonable * Confidential treatment has been requested. The redacted material has been separately filed with the Commission. opportunities to make submissions to the Benchmarker as to the performance of the Services and the related pricing. Company shall pay the fees and expenses charged by the Benchmarker (which fees will not be contingency-based). Amdocs’ cooperation with the Benchmarker shall be conditioned on the Benchmarker’s compliance with Amdocs’ commercially reasonable confidentiality requirements; provided, that, Amdocs shall not be obligated to disclose Confidential Information related to any of Amdocs’ or its Affiliates’ other clients to the Benchmarker. The Benchmarking Process shall be conducted so as not to unreasonably disrupt Amdocs’ operations under this Agreement (including so as not to lead to any material impact on the Service Levels).
Service Levels (1) DTI shall perform the Services in accordance with the service levels (the "Service Levels") as may be agreed to from time to time in writing by DTI and the Funds (the "Service Level Agreement"). Failure to perform in a manner which equals or exceeds the Service Levels shall result in fee credits ("Fee Credits") or the Funds' right to terminate this Agreement, as set forth in the Service Level Agreement.
SERVICE LEVEL DESCRIPTION The Fund Accounting Agreement is hereby amended by deleting the Service Level Description attached thereto and replacing it in its entirety with the Service Level Description attached hereto.
Service Level Agreement Subject to the terms and conditions of this Agreement, Bank agrees to perform the custody services provided for under this Agreement in a manner that meets or exceeds any service levels as may be agreed upon by the parties from time to time in a written document that is executed by both parties on or after the date of this Agreement, unless that written document specifically states that it is not contractually binding. For the avoidance of doubt, Bank’s Service Directory shall not be deemed to be such a written document.
Service Level Service Provider will classify incidents at its own discretion. Such classifications shall be consistent with the priorities Service Provider set for itself as a recipient of services. Incidents classified using this methodology will be triaged as documented in Attachment A.
Work Schedule Within ten (10) days after the execution of this Lease, Landlord will deliver to Tenant, for Tenant's review and approval, a schedule ("Work Schedule") which will set forth the timetable for the planning and completion of the installation of the Tenant Improvements and the Commencement Date of the Lease. The Work Schedule will set forth each of the various items of work to be done or approval to be given by Landlord and Tenant in connection with the completion of the Tenant Improvements. The Work Schedule will be submitted to Tenant for its approval, which approval Tenant agrees not to unreasonably withhold, and, once approved by both Landlord and Tenant, the Work Schedule will become the basis for completing the Tenant Improvements. All plans and drawings required by this Work Letter Agreement and all work performed pursuant thereto are to be prepared and performed in accordance with the Work Schedule. Landlord may, from time to time during construction of the Tenant Improvements, modify the Work Schedule as Landlord reasonably deems appropriate. If Tenant fails to approve the Work Schedule, as it may be modified after discussions between Landlord and Tenant within five (5) business days after the date the Work Schedule is first received by Tenant, the Work Schedule shall be deemed to be approved by Tenant as submitted or Landlord may, at its option, terminate the Lease upon written notice to Tenant.
Vesting Schedule Except as provided in Section 4, and subject to Section 5, the Restricted Stock Units awarded by this Award Agreement will vest in accordance with the vesting provisions set forth in the Notice of Grant. Restricted Stock Units scheduled to vest on a certain date or upon the occurrence of a certain condition will not vest in Participant in accordance with any of the provisions of this Award Agreement, unless Participant will have been continuously a Service Provider from the Date of Grant until the date such vesting occurs.
Vesting Schedules The vested interest of each Employee (who has an Hour of Service on or after January 1, 1989) in his Employer-derived account balance shall be determined on the basis of the following schedules:
Interest Rates; Benchmark Notification The interest rate on a Loan denominated in dollars may be derived from an interest rate benchmark that may be discontinued or is, or may in the future become, the subject of regulatory reform. Upon the occurrence of a Benchmark Transition Event, Section 2.14(b) provides a mechanism for determining an alternative rate of interest. The Administrative Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to, the administration, submission, performance or any other matter related to any interest rate used in this Agreement, or with respect to any alternative or successor rate thereto, or replacement rate thereof, including without limitation, whether the composition or characteristics of any such alternative, successor or replacement reference rate will be similar to, or produce the same value or economic equivalence of, the existing interest rate being replaced or have the same volume or liquidity as did any existing interest rate prior to its discontinuance or unavailability. The Administrative Agent and its affiliates and/or other related entities may engage in transactions that affect the calculation of any interest rate used in this Agreement or any alternative, successor or alternative rate (including any Benchmark Replacement) and/or any relevant adjustments thereto, in each case, in a manner adverse to the Borrower. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain any interest rate used in this Agreement, any component thereof, or rates referenced in the definition thereof, in each case pursuant to the terms of this Agreement, and shall have no liability to the Borrower, any Lender or any other person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such information source or service.
