INTEREST AND CHARGES. (A) Interest shall accrue on the Term Loan in accordance with the terms of the Term Note and, subject to Section 3.1(F), shall accrue on the principal amount of the Revolving Credit Loans outstanding at the end of each day at the lesser of (i) a fluctuating rate per annum equal to the Applicable Margin (determined in accordance with Section 3.1(F) hereof) above the Base Rate (the "Annual Rate") or (ii) the Maximum Legal Rate. After the date hereof, the Annual Rate shall be increased or decreased, as the case may be, by an amount equal to any increase or decrease in the Base Rate, with such adjustments to be effective as of the opening of business on the day that any such change in the Base Rate becomes effective. The Base Rate in effect on the date hereof shall be the Base Rate effective as of the opening of business on the date hereof, but if this Agreement is executed on a day that is not a Business Day, the Base Rate in effect on the date hereof shall be the Base Rate effective as of the opening of business on the last (B) Notwithstanding the foregoing or any other provision in this Agreement, (i) if at any time the amount of interest computed on the basis of the Annual Rate or the Default Rate would exceed the amount of such interest computed upon the basis of the maximum rate of interest permitted by applicable state or federal law in effect from time to time hereafter (the "Maximum Legal Rate"), the interest payable under this Agreement shall be computed upon the basis of the Maximum Legal Rate, but any subsequent reduction in the Annual Rate or Default Rate, as applicable, shall not reduce such interest thereafter payable hereunder below the amount computed on the basis of the Maximum Legal Rate until the aggregate amount of such interest accrued and payable under this Agreement equals the total amount of interest which would have accrued if such interest had been at all times computed solely on the basis of the Annual Rate or Default Rate, as applicable; and (ii) unless preempted by federal law, the Annual Rate or Default Rate, as applicable, from time to time in effect hereunder may not exceed the "indicated ceiling rate" from time to time in effect under Tex. Rev. Civ.
Appears in 2 contracts
Samples: Loan and Security Agreement (Index Inc), Loan and Security Agreement (Index Inc)
INTEREST AND CHARGES. (Aa) Interest shall accrue on the Term Loan in accordance with the terms No provision of the Term Note andthis Agreement, subject to Section 3.1(F)any Note, shall accrue on the principal amount of the Revolving Credit Loans outstanding at the end of each day at the lesser of (i) a fluctuating rate per annum equal to the Applicable Margin (determined in accordance with Section 3.1(F) hereof) above the Base Rate (the "Annual Rate") or (ii) the Maximum Legal Rate. After the date hereof, the Annual Rate shall be increased or decreased, as the case may be, by an amount equal to any increase or decrease in the Base Rate, with such adjustments to be effective as of the opening of business on the day that any such change in the Base Rate becomes effective. The Base Rate in effect on the date hereof shall be the Base Rate effective as of the opening of business on the date hereof, but if this Agreement is executed on a day that is not a Business Day, the Base Rate in effect on the date hereof shall be the Base Rate effective as of the opening of business on the last
(B) Notwithstanding the foregoing or any other provision Loan Document shall require the payment or permit the collection of interest in this Agreement, (i) if at excess of the maximum lawful rate permitted by Applicable Law. If any time the excess amount of interest computed on in such respect is provided for, or shall be adjudicated to be so provided in connection with the basis Loans, the provisions of this Section 11.11(a) shall govern and prevail, and neither the Borrower nor any sureties, guarantors, successors or assigns of the Annual Rate or Borrower shall be obligated to pay the Default Rate would exceed the excess amount of such interest computed upon or any other excess sum paid for the basis use, forbearance, or detention of sums loaned pursuant hereto. In the event the Borrower ever pays, or any Bank ever receives, collects or applies as interest, any such sum, such amount which would be in excess of the maximum rate amount permitted by Applicable Law shall be applied as a payment in reduction of the principal, unless the Borrower shall notify such Bank in writing that it elects to have such excess returned forthwith; and, if the principal has been paid in full, any remaining excess shall forthwith be returned to the Borrower. Because of the variable nature of the rates of interest permitted that the Indebtedness evidenced by applicable state or federal law in effect from time to time hereafter (the "Maximum Legal Rate")Notes may bear, the total interest payable that will accrue on any Note cannot be determined in advance. Neither the Borrower nor any Bank intends for the Banks to contract for, charge or receive usurious interest. General Communication, Inc. - Form 8-K Page 232
(b) Notwithstanding the use by the Banks of the Base Rate and the Eurodollar Rate as reference rates for the determination of interest on the Loans, the Banks shall be under no obligation to obtain funds from any particular source in order to charge interest to the Borrower at interest rates tied to such reference rates, and may obtain funds in any manner they respectively see fit. The provisions of this Agreement relating to the funding and pricing of Advances hereunder are included only for the purpose of conducting operations hereunder, and it is therefore understood that, regardless of the manner selected by any Bank to fund Advances hereunder, all operations hereunder, including without limitation the determination of the interest rate applicable to any Advance and amounts payable hereunder, shall be computed upon conducted as if each Bank had actually funded its Advance through the basis purchase of deposits in like amount having terms coterminous with the Maximum Legal Rate, but any subsequent reduction in the Annual Rate or Default Rate, as applicable, shall not reduce such interest thereafter payable hereunder below the amount computed on the basis of the Maximum Legal Rate until the aggregate amount of such interest accrued and payable under this Agreement equals the total amount of interest which would have accrued if such interest had been at all times computed solely on the basis of the Annual Rate or Default Rate, as applicable; and (ii) unless preempted by federal law, the Annual Rate or Default Rate, as applicable, from time to time in effect hereunder may not exceed the "indicated ceiling rate" from time to time in effect under Tex. Rev. Civapplicable Interest Periods relating thereto.
Appears in 1 contract
INTEREST AND CHARGES. (A) Interest shall accrue on the Term Loan in accordance with the terms Subject to subsection (D) of the Term Note andthis Section 3.1, subject to Section 3.1(F), interest shall accrue on the principal amount of the Revolving Credit Loans outstanding at the end of each day at the lesser of (i) a fluctuating rate per annum equal to the Applicable Margin one and one-half percent (determined in accordance with Section 3.1(F) hereof1.50%) above the Base Rate Rate.
(the "Annual Rate"B) or (ii) the Maximum Legal Rate. After the date hereof, the Annual Applicable Rate shall be increased or decreased, as the case may be, by an amount equal to any increase or decrease in the Base Rate, with such adjustments to be effective as of the opening of business on the day that any such change in the Base Rate becomes effective. The Base Rate in effect on the date hereof shall be the Base Rate effective as of the opening of business on the date hereof, but if this Agreement is executed on a day that is not a Business Day, the Base Rate in effect on the date hereof shall be the Base Rate effective as of the opening of business on the lastlast Business Day immediately preceding the date hereof. Interest on the unpaid principal balance of the obligations shall be calculated on a daily basis (computed on the actual number of days elapsed over a year of 360 days or, for the purposes of determining interest at the Maximum Legal Rate, a year of 365 or 366 days, as applicable), commencing on the date hereof, and shall be payable monthly, in arrears, on the first day of each month.
(BC) Subject to subsection (D) of this Section 3.1, upon and after the occurrence of an Event of Default, and during the continuation thereof, the principal amount of the obligations shall bear interest, calculated daily (computed on the actual days elapsed over a year of 360 days), at a fluctuating rate per annum equal to two percent (2%) above the Applicable Rate set forth in Section 3.1(A) (the "Default Rate").
(D) Notwithstanding the foregoing or any other provision in this Agreementforegoing, (i) if at any time the amount of such interest computed on the basis of the Annual Rate or the Default Applicable Rate would exceed the amount of such interest computed upon the basis of the maximum rate of interest permitted by applicable state or federal law in effect from time to time hereafter (the "Maximum Legal Rate"), the interest payable under this Agreement shall be computed upon the basis of the Maximum Legal Rate, but any subsequent reduction in the Annual Applicable Rate or Default Rate, as applicable, shall not reduce such interest thereafter payable hereunder below the amount computed on the basis of the Maximum Legal Rate until the aggregate amount of such interest accrued and payable under this Agreement equals the total amount of interest which would have accrued if such interest had been at all times computed solely on the basis of the Annual Rate or Default Applicable Rate, as applicable; and (ii) unless preempted by federal law, the Annual Applicable Rate or Default Rate, as applicable, from time to time in effect hereunder may not exceed the "indicated ceiling rateIndicated Rate Ceiling" from time to time in effect under TexSection (c) of Article 5069-1.04, Title 79, Revised Civil Statutes of Texas, 1925, as amended.
(E) No agreements, conditions, provisions or stipulations contained in this Agreement or any other instrument, document or agreement between Borrower and Lender or default of Borrower, or the exercise by Lender of the right to accelerate the payment of the maturity of principal and interest, or to exercise any option whatsoever contained in this Agreement or any other agreement between Borrower and Lender, or the arising of any contingency whatsoever, shall entitle Lender to collect, in any event, interest exceeding the Maximum Legal Rate and in no event shall Borrower be obligated to pay interest exceeding such Maximum Legal Rate and all agreements, conditions or stipulations, if any, which may in any event or contingency whatsoever operate to bind, obligate or compel Borrower to pay a rate of interest exceeding the Maximum Legal Rate, shall be without binding force or effect, at law or in equity, to the extent only of the excess of interest over such Maximum Legal Rate. Rev. CivIn the event any interest is charged in excess of the Maximum Legal Rate ("Excess"), Borrower acknowledges and stipulates that any such charge shall be the result of an accident and bona fide error, and such Excess shall be, first, applied to reduce the principal then unpaid hereunder; second, applied to reduce the obligations; and third, returned to Borrower, it being the intention of the parties hereto not to enter at any time into a usurious or otherwise illegal relationship. Borrower recognizes that, with fluctuations in the Applicable Rate and the Maximum Legal Rate, such an unintentional result could inadvertently occur. By the execution of this Agreement, Borrower covenants that (i) the credit or return of any Excess shall constitute the acceptance by Borrower of such Excess, and (ii) Borrower shall not seek or pursue any other remedy, legal or equitable, against Lender, based in whole or in part upon the charging or receiving of any interest in excess of the maximum authorized by applicable law. For the purpose of determining whether or not any Excess has been contracted for, charged or received by Lender, all interest at any time contracted for, charged or received by Lender in connection with this Agreement, shall be amortized, prorated, allocated and spread in equal parts during the entire term of this Agreement.
(F) The provisions of Section 3.1(E) shall be deemed to be incorporated into every document or communication relating to the obligations which sets forth or prescribes any account, right or claim or alleged account, right or claim of Lender with respect to Borrower (or any other obligor in respect of the obligations), whether or not any provision of Section 3.1(E) is referred to therein. All such documents and communications and all figures set forth therein shall, for the sole purpose of computing the extent of the obligations and other obligations of Borrower (or other obligor) asserted by Lender thereunder, be automatically recomputed by Borrower or such obligor, and by any court considering the same, to give effect to the adjustments or credits required by Section 3.1(E).
(G) If the applicable state or federal law is amended in the future to allow a greater rate of interest to be charged under this Agreement or the other Agreements than is presently allowed by applicable state or federal law, then the limitation of interest hereunder shall be increased to the maximum rate of interest allowed by applicable state or federal law as amended, which increase shall be effective hereunder on the effective date of such amendment, and all then accrued interest owing to Lender by reason thereof shall be payable UPON DEMAND.
(H) So long as no Default has occurred, in the event that Borrower achieves the performance factors described below as of each of the calculation dates specified below, then the Applicable Rate shall be reduced as follows:
(i) Performance Factors to be Achieved as of October 31, 1991. So long as no Default has occurred, and so long as Borrower achieves the performance factors set out below, upon the later of (i) receipt and review by Lender of audited financial statements of Borrower provided pursuant to Section 9.1(J) demonstrating compliance with the following performance factors, or (ii) receipt by Lender of Borrower's Annual Business Plan for the twelve months ending October 31, 1992, the Applicable Rate shall be reduced by 0.125%. Such reduction shall be made effective November 1, 1991 by (a) crediting the Loan Account by the difference between the amount of interest paid by Borrower to Lender since such effective date and the amount of interest which would have been paid by Borrower to Lender since such effective date had the Applicable Rate been so reduced, and (b) recalculating all accrued but unpaid interest, and all interest to accrue with respect to future transactions, at the Applicable Rate as so reduced. The performance factors required to be achieved as of October 31, 1991 in order to reduce the Applicable Rate are as follows:
(A) The Average Daily Availability for the six months ending October 31, 1991 shall equal or exceed twenty-five percent (25%) of the Average Daily Loan Balance for such period;
(B) The Adjusted Net Earnings From Operations, plus taxes (to the extent deducted therefrom), for the year ending October 31, 1991 shall be at least $2,800,000; and
(C) Borrower's Leverage Ratio as of October 31, 1991 shall not exceed 3.4 to 1.0.
(i) shall remain in effect only for so long as no Default has occurred and is continuing and Borrower maintains the Leverage Ratio described in (C) above.
(ii) Performance Factors to be Achieved as of October 31, 1992. So long as no Default has occurred, and so long as Borrower achieves the performance factors set out below, upon the later of (i) receipt and review by Lender of audited financial statements of Borrower provided pursuant to Section 9.1(J) demonstrating compliance with the following performance factors, or (ii) receipt by Lender of Borrower's Annual Business Plan for the twelve months ending October 31, 1993, the Applicable Rate (as the same may or may not have been reduced pursuant to Section 3.1(H)(i) above) shall be reduced by 0.25%. Such reduction shall be made effective November 1, 1992 by (a) crediting the Loan Account by the difference between the amount of interest paid by Borrower to Lender since such effective date and the amount of interest which would have been paid by Borrower to Lender since such effective date had the Applicable Rate been so reduced, and (b) recalculating all accrued but unpaid interest, and all interest to accrue with respect to future transactions, at the Applicable Rate as so reduced. The performance factors required to be achieved as of October 31, 1992 in order to reduce the Applicable Rate are as follows:
(A) The Average Daily Availability for the months ending October 31, 1992 shall equal or exceed twenty-five percent (25%) of the Average Daily Loan Balance for such period;
(B) The Adjusted Net Earnings From operations, plus taxes (to the extent deducted therefrom), for the year ending October 31, 1992 shall be at least $2,500,000; and
(C) Borrower's Leverage Ratio as of October 31, 1992 shall not exceed 3.3 to 1.0. Any rate reduction made pursuant to this Section 3.1(H)(ii) shall remain in effect only for so long as no Default has occurred and is continuing and Borrower maintains the Leverage Ratio described in (C) above.
(iii) Performance Factors to be Achieved by as of April 30, 1993. So long as no Default has occurred, Borrower achieves the performance factors described below, and the Applicable Rate has been and remains reduced pursuant to each of Section 3.1(H)(i) and (ii) above, upon review and analysis by Lender of the results of financial performance of Borrower for the period ending April 30, 1993 demonstrating compliance with the following performance factors, the Applicable Rate shall be further reduced by 0.125%. Such reduction shall be made effective May 1, 1993 by (a) crediting the Loan Account by the difference between the amount of interest paid by Borrower to Lender since such effective date and the amount of interest which would have been paid by Borrower to Lender since such effective date had the Applicable Rate been so reduced, and (b) recalculating all accrued but unpaid interest, and all interest to accrue with respect to future transactions, at the Applicable Rate as so reduced. The performance factors required to be achieved as of April 30, 1993 in order to reduce the Applicable Rate are as follows:
(A) The Average Daily Availability for the six months ending April 30, 1993 shall equal or exceed twenty-five percent (25%) of the Average Daily Loan Balance for such period;
(B) The Adjusted Net Earnings From operations, plus taxes (to the extent deducted therefrom), for the six months ending April 30, 1993 shall be at least $1,250,000; and
(C) Borrower's Leverage Ratio as of April 30, 1993 shall not exceed 3.2 to 1.0.
Appears in 1 contract
Samples: Loan and Security Agreement (Red Man Pipe & Supply Co)
INTEREST AND CHARGES. (a) Section 3.1(A) of the Agreement is hereby deleted, and the following shall be substituted therefor:
(A) Interest shall accrue on the Term Loan in accordance with the terms of the Term Note and, subject to Section 3.1(F), shall accrue on the The principal amount of the Revolving Credit Loans Term Loan outstanding from day- to-day shall bear interest, calculated daily at the end of each day at the lesser of (i) a fluctuating rate per annum equal to the Applicable Margin lesser of (determined in accordance with Section 3.1(Fi) 1.5% (or such lesser percentage as may be provided by subsection (H) hereof) above the Base Rate (the "Annual Term Rate") ), or (ii) the Maximum Legal Rate. After The principal amount of the date Revolving Credit Loans outstanding from day-to-day shall bear interest, calculated daily, at the following rates per annum (individually called, as applicable, an "Annual Revolving Rate"): (i) each Eurodollar Loan shall bear interest at a rate per annum equal to the lesser of (a) 3.5% (or such lesser percentage as may be provided by subsection (H) hereof) above the Eurodollar Base Rate for the Eurodollar Interest Period applicable thereto, or (b) the Annual Maximum Legal Rate, and (ii) each Base Rate Loan shall bear interest at the lesser of (a) a fluctuating rate per annum equal to 1.0% (or such lesser percentage as may be provided by subsection (H) hereof) above the Base Rate, or (b) the Maximum Legal Rate."
(b) Section 3.1(B) of the Agreement is hereby deleted, and the following shall be substituted therefor: "Each Base Rate Loan shall be increased or decreased, as the case may be, by an amount equal to any increase or decrease in the Base Rate, with such adjustments to be effective as of the opening of business on the day that any such change in the Base Rate becomes effective. The Base Rate in effect on the date hereof shall be the Base Rate effective as of the opening of business on the date hereof, but if this Agreement is executed on a day that is not a Business Day, the Base Rate in effect on the date hereof shall be the Base Rate effective as of the opening of business on the lastlast Business Day immediately preceding the date hereof. Interest on the Loans shall be calculated daily, based on the actual days elapsed over a 360 day year. Further, for the purpose of computing interest, all items of payment received by Lender shall be applied by Lender (subject to final payment of all drafts and other items received in form other than immediately available funds) against the obligations on the first Business Day after receipt. The determination of when a payment is received by Lender will be made in accordance with Section 3.5."
(Bc) Notwithstanding the foregoing or any other provision in this Agreement, (iSection 3.1(H) if at any time the amount of interest computed on the basis of the Annual Rate or Agreement is hereby deleted, and the Default Rate would exceed the amount of such interest computed upon the basis of the maximum rate of interest permitted by applicable state or federal law in effect from time to time hereafter (the "Maximum Legal Rate"), the interest payable under this Agreement following shall be computed upon the basis of the Maximum Legal Rate, but any subsequent reduction in the Annual Rate or Default Rate, as applicable, shall not reduce such interest thereafter payable hereunder below the amount computed on the basis of the Maximum Legal Rate until the aggregate amount of such interest accrued and payable under this Agreement equals the total amount of interest which would have accrued if such interest had been at all times computed solely on the basis of the Annual Rate or Default Rate, as applicable; and (ii) unless preempted by federal law, the Annual Rate or Default Rate, as applicable, from time to time in effect hereunder may not exceed the "indicated ceiling rate" from time to time in effect under Tex. Rev. Civ.substituted therefor:
Appears in 1 contract
Samples: Loan and Security Agreement (Red Man Pipe & Supply Co)
INTEREST AND CHARGES. (A) Interest shall accrue on the Term Loan in accordance with the terms of the Term Note and, subject to Section 3.1(F), shall accrue on the principal amount of the Revolving Credit Loans outstanding at the end of each day at the lesser of following rates per annum (individually called, as applicable, an "Applicable Annual Rate"): (i) Eurodollar Loans shall bear interest at a fluctuating rate per annum equal to 2.00% above the Applicable Margin Eurodollar Base Rate for the Eurodollar Interest Period applicable thereto and (determined ii) all other Revolving Credit Loans shall bear interest at a rate per annum equal to .50% above the Base Rate. Revolving Credit Loans shall bear interest at a rate per annum equal to .50% above the Base Rate unless the Borrower provides a Eurodollar Borrowing Notice to the Lender in accordance with Section 3.1(F3.7(A) hereof) above irrevocably electing that all or a portion of the Revolving Credit Loans are to bear interest at a Eurodollar Base Rate (the "Annual Rate") or (ii) the Maximum Legal Rate. After the date hereof, the Annual Rate Each Revolving Credit Loan that is not a Eurodollar Loan shall be increased or decreased, as the case may be, by an amount equal to any increase or decrease in the Base Rate, with such adjustments to be effective as of the opening of business on the day that any such change in the Base Rate becomes effective. The Base Rate in effect on the date hereof shall be the Base Rate effective as of the opening of business on the date hereof, but if this Agreement is executed on a day that is not a Business Day, the Base Rate in effect on the date hereof shall be the Base Rate effective as of the opening of business on the lastlast Business Day immediately preceding the date hereof. Interest shall be calculated on a daily basis (computed on the actual number of days elapsed over a year of 360 days), commencing on the date hereof, and shall be payable monthly, in arrears, on the first day of each month; provided, however, that interest at the Maximum Legal Rate shall be computed on the actual number of days elapsed over a year of 365 or 366 days, as the case may be. Upon and after the occurrence of an Event of Default, and during the continuation thereof, the principal amount of the Obligations shall bear interest at the lesser of (i) the Maximum Legal Rate or (ii) a fluctuating rate per annum, calculated daily (computed on the actual days elapsed over a year of 360 days), equal to 4.0% above the Applicable Annual Rate or other applicable rate of interest (the "Default Rate").
(B) Notwithstanding the foregoing or any other provision in this Agreement, (i) if at any time the amount of interest computed on the basis of the Applicable Annual Rate or the Default Rate would exceed the amount of such interest computed upon the basis of the maximum rate of interest permitted by applicable state or federal law in effect from time to time hereafter (the "Maximum Legal Rate"), the interest payable under this Agreement shall be computed upon the basis of the Maximum Legal Rate, but any subsequent reduction in the Applicable Annual Rate or Default Rate, as applicable, shall not reduce such interest thereafter payable hereunder below the amount computed on the basis of the Maximum Legal Rate until the aggregate amount of such interest accrued and payable under this Agreement equals the total amount of interest which would have accrued if such interest had been at all times computed solely on the basis of the Applicable Annual Rate or Default Rate, as applicable; and (ii) unless preempted by federal law, the Applicable Annual Rate or Default Rate, as applicable, from time to time in effect hereunder may not exceed the "indicated ceiling rate" from time to time in effect under Tex. Rev. Civ.
Appears in 1 contract
INTEREST AND CHARGES. (A) Interest shall accrue on the Term Loan in accordance with the terms Effective as of the Term Note and, subject date of the execution of this Amendment:
(a) Section 3.1(A) of the Agreement is amended and restated to Section 3.1(F), shall accrue on the read as follows: "The principal amount of the Revolving Credit Loans Term Loan outstanding from day-to-day shall bear interest, calculated daily at the end of each day at a fluctuating rate per annum, equal to the lesser of (i) a fluctuating rate per annum equal to the Applicable Margin (determined in accordance with Section 3.1(F) hereof) l.0% above the Base Rate (the "'Annual Term Rate"') or (ii) the Maximum Legal Rate. After The principal amount of the date Revolving Credit Loans outstanding from day-to-day shall bear interest, calculated daily, at the following rates per annum (individually called, as applicable an 'Annual Revolving Rate'): (i) each Eurodollar Loan shall bear interest at a rate per annum equal to the lesser of (a) 2.75% (or such lesser percentage as may be provided by subsection (H) hereof) above the Eurodollar Base Rate or (b) the Maximum Legal Rate, and (ii) each Base Rate Loan shall bear interest at the lesser of (a) a fluctuating rate per annum equal to 0.5% above the Base Rate, or (b) the Maximum Legal Rate. Borrower shall deliver to Lender a notice electing to have the Revolving Credit Loans made hereunder accrue at the Eurodollar Base Rate or the Base Rate (plus, in each case, the Annual percentages set forth above), and Borrower may subsequently change the manner in which interest accrues on the Revolving Credit Loans (from Eurodollar Base Rate to Base Rate or from Base Rate to Eurodollar Base Rate) by written notice to Lender, each such change being effective three (3) Business Days after receipt of such notice by Lender. All outstanding Revolving Credit Loans shall accrue interest in the same manner. Borrower may not elect to have a portion of the Revolving Credit Loans accrue interest based upon the Eurodollar Base Rate, and a portion accrue interest based upon the Base Rate (plus, in each case, the percentages set forth above). Until Lender receives the first such notice hereunder, all Revolving Credit Loans shall be Base Rate Loans. Notwithstanding anything herein to the contrary, unless otherwise agreed by Lender, the becoming due of any obligations (other than requested Revolving Credit Loans) shall be deemed irrevocably to be a request by Borrower for a Base Rate Loan on the due date on the amount then so due."
(b) Section 3.1(B) of the Agreement is amended and restated to read as follows: "The interest rate on each Base Rate Loan shall be increased or decreased, as the case may be, by an amount equal to any increase or decrease in the Base Rate, with such adjustments to be effective as of the opening of business on the day that any such change in the Base Rate becomes effective. The Base Rate in effect on the date hereof shall be the Base Rate effective as of the opening of business on the date hereof, but if this Agreement is executed on a the day that is not a Business Day, the Base Rate in effect on the date hereof shall be the Base Rate effective as of the opening of business on the lastlast Business Day immediately preceding the date hereof. The interest rate on each Eurodollar Loan shall be increased or decreased, as the case may be, by an amount equal to any increase or decrease in the Eurodollar Base Rate, with such adjustments to be effective as of the opening of business on the day that any such change in the Eurodollar Base Rate becomes effective. The Eurodollar Base Rate in effect on the date hereof shall be the Eurodollar Base Rate effective as of the opening of business on the date hereof, but if this Agreement is executed on a day that is not a Business Day, the Eurodollar Base Rate in effect on the date hereof shall be the Eurodollar Base Rate effective as of the opening of business on the last Business Day immediately preceding the date hereof. Interest on the Loans shall be calculated daily, based on the actual days elapsed over a 360 day year. Further, for the purpose of computing interest, all items of payment received by Lender shall be applied by Lender (subject to final payment of all drafts and other items received in form other than immediately available funds) against the obligations on the first Business Day after receipt. The determination of when a payment is received by Lender will be made in accordance with Section 3.5."
(Bc) Notwithstanding the foregoing or any other provision in this Agreement, (iSection 3.1(H) if at any time the amount of interest computed on the basis of the Annual Rate or Agreement is amended by deleting from Subsection thereof the Default Rate would exceed phrase "for the amount of such interest computed upon the basis Eurodollar Interest Period applicable thereto".
(d) Section 3.7(A) and Section 3.7(B) of the maximum rate of interest permitted by applicable state or federal law Agreement are hereby deleted in effect from time to time hereafter their entirety.
(the "Maximum Legal Rate"), the interest payable under this Agreement shall be computed upon the basis e) Section 3.7(D) of the Maximum Legal Rate, but Agreement is amended by deleting therefrom the phrase "any subsequent reduction in payment of a Eurodollar Loan occurs on a date which is not the Annual Rate or Default Rate, as applicable, shall not reduce such interest thereafter payable hereunder below the amount computed on the basis last day of the Maximum Legal Rate until the aggregate amount applicable Eurodollar Interest Period, whether because of such interest accrued and payable under this Agreement equals the total amount of interest which would have accrued if such interest had been at all times computed solely on the basis of the Annual Rate acceleration, prepayment or Default Rateotherwise, as applicable; and (ii) unless preempted by federal law, the Annual Rate or Default Rate, as applicable, from time to time in effect hereunder may not exceed the or"indicated ceiling rate" from time to time in effect under Tex. Rev. Civ.
Appears in 1 contract
Samples: Loan and Security Agreement (Red Man Pipe & Supply Co)
INTEREST AND CHARGES. (Aa) Interest shall accrue on the Term Loan in accordance with the terms of the Term Note and, subject to Section 3.1(F), shall accrue on the principal amount of the Revolving Credit Loans Note outstanding and the Term Loan Note outstanding at the end of each day at the lesser of (i) a fluctuating rate per annum equal to the Applicable Margin (determined Prime Rate in accordance with Section 3.1(F) hereof) above the Base Rate (the "Annual Rate") or (ii) the Maximum Legal Rateeffect on such day. After the date hereof, the Annual Rate foregoing fluctuating rate of interest shall be increased or decreased, as the case may be, by an amount equal to any increase or decrease in the Base Prime Rate, with such adjustments to be effective as of the opening of business on the day that any such change in the Base Prime Rate becomes effective. The Base Rate in effect Interest shall be calculated on a daily basis (computed on the actual number of days elapsed over a year of 360 days), commencing on the date hereof shall be the Base Rate effective as initial Loan is made.
(b) Upon or after the occurrence and during the continuation of any Event of Default, the principal amount of the opening of business Obligations shall bear interest, calculated daily (computed on the date hereofactual days elapsed over a year of 360 days), but if at a fluctuating rate per annum equal to two percent (2.0%) above the interest rate that would otherwise apply under Section ------- 3.01(a) (the "Default Rate"). -------
(c) In no contingency or event whatsoever shall the aggregate of all amounts deemed interest hereunder or under the Notes and charged or collected pursuant to the terms of this Agreement is executed on a day that is not a Business Day, the Base Rate in effect on the date hereof shall be the Base Rate effective as of the opening of business on the last
(B) Notwithstanding the foregoing or any other provision Loan Documents exceed the highest rate permissible under any law which a court of competent jurisdiction shall, in this Agreementa final determination, (i) if at any time deem applicable thereto. In the amount of event that such a court determines that the Bank has charged or received interest computed on hereunder or under the basis other Loan Documents in excess of the Annual Rate highest applicable rate, the Bank shall apply such excess to any other Obligations then due and payable, whether principal, interest, fees or otherwise, and shall refund the Default Rate would exceed the amount remainder of such interest computed upon excess interest, if any, to the basis of Borrowers, and such rate shall automatically be reduced to the maximum rate of interest permitted by applicable state or federal law in effect from time to time hereafter (the "Maximum Legal Rate"), the interest payable under this Agreement shall be computed upon the basis of the Maximum Legal Rate, but any subsequent reduction in the Annual Rate or Default Rate, as applicable, shall not reduce such interest thereafter payable hereunder below the amount computed on the basis of the Maximum Legal Rate until the aggregate amount of such interest accrued and payable under this Agreement equals the total amount of interest which would have accrued if such interest had been at all times computed solely on the basis of the Annual Rate or Default Rate, as applicable; and (ii) unless preempted by federal law, the Annual Rate or Default Rate, as applicable, from time to time in effect hereunder may not exceed the "indicated ceiling rate" from time to time in effect under Tex. Rev. Civ.
Appears in 1 contract
INTEREST AND CHARGES. (a) Effective as of the date of execution of this Amendment, the second sentence of Section 3.l (A) Interest shall accrue on the Term Loan in accordance with the terms of the Term Note and, subject Agreement is amended and restated to Section 3.1(F), shall accrue on the read as follows: "The principal amount of the Revolving Credit Loans outstanding from day-to-day shall bear interest, calculated daily, at the end following rates per annum (individually called, as applicable, an 'Annual Revolving Rate'): (i) each Eurodollar Loan shall bear interest at a rate per annum equal to the lesser of (a) 2.75% (or such lesser percentage as may be provided by subsection (H) hereof) above the Eurodollar Base Rate for the Eurodollar Interest Period applicable thereto, or (b) the Maximum Legal Rate, and (ii) each day Base Rate Loan shall bear interest at the lesser of (ia) a fluctuating rate per annum equal to the Applicable Margin (determined in accordance with Section 3.1(F) hereof) 0.5% above the Base Rate (the "Annual Rate") , or (iib) the Maximum Legal Rate."
(b) Effective as of the date of execution of this Amendment, Section 3.1(H) of the Agreement is hereby amended by amending and restating Subsection (i) thereof to read in its entirety as follows:
(i) Rate Reduction Calculation Dates. So long as no Default or Event of Default has occurred, and so long as Borrower achieves the performance factors ('Performance Factors') set out below, upon receipt and review by Lender of the audited financial statements of Borrower provided pursuant to Section 9.1(J) demonstrating compliance with the hereinafter described Performance Factors, the Annual Revolving Rate applicable to Eurodollar Loans shall be reduced to the rate per annum equal to the lesser of (a) 2.50% above the Eurodollar Base Rate for the Eurodollar Interest Period applicable thereto or (b) the Maximum Legal Rate. After Such Performance Factors shall be measured on each of October 31, 1996, October 31, 1997 and October 31, 1998 (hereinafter, a 'Calculation Date'). Such reduction shall be effective only for Eurodollar Loans requested after the date hereof, on which Lender has received and reviewed Borrower's audited financial statements demonstrating compliance with the Annual Rate shall be increased or decreased, as the case may be, by an amount equal to any increase or decrease in the Base Rate, with such adjustments Performance Factors set out below. The Performance Factors required to be effective achieved as of the opening of business relevant Calculation Date, in order to attain the above-described rate reduction, are as follows: Performance Factors:
(A) The Average Daily Availability for the six months ending on the day that any such change in the Base Rate becomes effective. The Base Rate in effect on the date hereof relevant Calculation Date shall be the Base Rate effective as equal or exceed thirty percent (30%) of the opening of business on the date hereof, but if this Agreement is executed on a day that is not a Business Day, the Base Rate in effect on the date hereof shall be the Base Rate effective as of the opening of business on the lastAverage Daily Loan Balance for such period;
(B) Notwithstanding The Adjusted Net Earnings from operations, plus taxes (to the foregoing or any other provision in this Agreementextent deducted therefrom), (i) if at any time for the amount of interest computed year ending on the basis relevant Calculation Date shall be at least $5,000,000; and
(C) Borrower's Leverage Ratio as of such Calculation Date shall not exceed 3.0 to l.0. Borrower shall be entitled to the benefits of the Annual Rate above-described rate reduction at the first such Calculation Date it achieves the Performance Factors necessary for the rate reduction. The rate reduction made pursuant to this Section 3.1(H)(i) shall remain in effect only for so long as no Default or Event of Default has occurred and is continuing and Borrower maintains the Default Rate would exceed Leverage Ratio required for the amount of such interest computed upon rate reduction described above. If Borrower loses the basis benefit of the maximum rate of interest permitted reduction, it shall have the opportunity to again achieve the rate reduction by applicable state or federal law in effect from time to time hereafter meeting the Performance Factors at the next Calculation Date."
(the "Maximum Legal Rate"), the interest payable under this Agreement shall be computed upon the basis c) Effective as of the Maximum Legal Ratedate of execution of this Amendment, but any subsequent reduction in the Annual Rate or Default Rate, as applicable, shall not reduce such interest thereafter payable hereunder below the amount computed on the basis Section 3.2(B) of the Maximum Legal Rate until the aggregate amount of such interest accrued Agreement is amended and payable under this Agreement equals the total amount of interest which would have accrued if such interest had been at all times computed solely on the basis of the Annual Rate or Default Rate, restated to read as applicable; and (ii) unless preempted by federal law, the Annual Rate or Default Rate, as applicable, from time to time in effect hereunder may not exceed the "indicated ceiling rate" from time to time in effect under Tex. Rev. Civ.follows:
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Samples: Loan and Security Agreement (Red Man Pipe & Supply Co)