Margin adjustments. (a) The Parent must supply to the Facility Agent a Margin Certificate within 45 days of the end of each quarterly Accounting Period, beginning with the first quarterly Accounting Period ending on or after the first anniversary of the First Drawdown Date. (b) A Margin Certificate must be signed by two authorised signatories of the Parent, one of whom must be the Chief Financial Officer. (c) Subject to paragraphs (d) and (e) below, the Margin in respect of any A1 Term Loan, A2 Term Loan, Revolving Credit Loan and Restructuring A Loan (on or after the Restructuring Loan Facility Conversion Date) and the B1 Term Loan, B2 Term Loan and the Restructuring B Loan will be adjusted as set out in Column 2 and Column 3, respectively, of the table below on the date 5 Business Days after delivery to the Facility Agent of the relevant Margin Certificate and will be determined by reference to the table below and the information set out in the relevant Margin Certificate: Column 1 Ratio of Consolidated Total Net Borrowings to Consolidated EBITDA Column 2 Margin for A1 Term Loan, A2 Term Loan, Revolving Loan and Restructuring A Loan (per cent. per annum) Column 3 Margin for B1 Term Loan, B2 Term Loan and Restructuring B Loan (per cent. per annum) (d) For so long as: (i) the Parent is in default of its obligation under this Agreement to provide a Margin Certificate; or (ii) an Event of Default is outstanding, the applicable Margin for each Facility will be the highest applicable rate for that Facility set out in the table in paragraph (c). (e) If the Margin in respect of any Loan has been reduced under Subclause (c) of this Clause 12.3 but the management Accounts (or audited Accounts) for the periods ended with the last day of the quarterly Accounting Period ended before the date of the Margin Certificate in reliance on which the reduction was made do not confirm the basis for the reduction, the reduction will be reversed with retrospective effect. In this event the Margin will instead be that calculated by reference to the relevant management Accounts (or audited Accounts). If, in this event, any amount of interest has been paid by a Borrower on the basis of the Margin Certificate, that Borrower must immediately pay to the Facility Agent any shortfall in that amount as compared to that which would have been paid to the Lenders if the Margin had been calculated by reference to the relevant management Accounts (or audited Accounts). (f) The Company and the Facility Agent (acting on the instructions of the Majority Lenders) agree to negotiate in good faith to amend the table in Subclause (c) of this Clause 12.3 to increase the amount of the step-down in each applicable Margin and/or to increase the frequency of such step downs and/or to amend the ratios in column 1 in a manner favourable to the Group following an IPO.
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Margin adjustments. (a) The Parent must supply Adjustments to the Facility Agent Applicable Margin and the Applicable Fee Percentages, based on Schedule 4.1, shall be implemented on a Margin Certificate within 45 days quarterly basis as follows: such adjustments shall be given prospective effect only, effective as to all Advances outstanding hereunder and as to each Applicable Fee Percentage, upon the date of delivery of the end of financial statements under Sections 7.3(b) and 7.3(c) hereunder, in each quarterly Accounting Period, beginning with the first quarterly Accounting Period ending on or after the first anniversary case establishing applicability of the First Drawdown Date.
appropriate adjustment, in each case with no retroactivity or claw-back. From the Restatement Date until the required date of delivery (bor if earlier, delivery) A Margin Certificate must be signed by two authorised signatories of the Parent, one of whom must be the Chief Financial Officer.
financial statements under Section 7.3(b) and (c) Subject to paragraphs (d) hereof, and (e) belowthe related Covenant Compliance Report for the fiscal quarter ending March 31, 2007, the Applicable Margins and Applicable Fee Percentages shall be those set forth under the Level I column of the pricing matrix attached to this Agreement as Schedule 1.1. Thereafter, the adjustments to the Applicable Margin in respect and the Applicable Fee Percentages shall be as set forth above. Notwithstanding the foregoing, however, if, as a result of any A1 Term Loanrestatement of or adjustment to the financial statements of Company and any of its Subsidiaries (relating to the current or any prior fiscal period) or for any other reason, A2 Term LoanAgent determines that the Applicable Margin and/or the Applicable Fee Percentages as calculated by Company as of any applicable date of determination were inaccurate in any respect and a proper calculation thereof would have resulted in different pricing for any fiscal period, Revolving Credit Loan then (x) if the proper calculation thereof would have resulted in higher pricing for any such period, Company and/or the Permitted Borrowers, as the case may be, shall automatically and Restructuring A Loan (on retroactively be obligated to pay to Agent, promptly upon demand by Agent or after the Restructuring Loan Facility Conversion Date) Required Lenders, an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the B1 Term Loan, B2 Term Loan amount of interest and the Restructuring B Loan will be adjusted as set out in Column 2 and Column 3, respectivelyfees actually paid for such period and, of the table below current fiscal period is affected thereby, the Applicable Margin and/or the Applicable Fee Percentages for the current period shall be adjusted based on such recalculation; and (y) if the date 5 Business Days after delivery proper calculation thereof would have resulted in lower pricing for such period, Agent and Lenders shall have no obligation to recalculate such interest or fees or to repay any interest or fees to Company or the Facility Permitted Borrowers; provided, however, that if as a result of any such redetermination by Agent a proper calculation of the relevant Applicable Margin Certificate and/or the Applicable Fee Percentages would have resulted in higher pricing for one or more periods and will be determined lower pricing for one or more periods, then the amount payable by reference Company and/or the Permitted Borrowers, as the case may be, pursuant to the table below and the information set out in the relevant Margin Certificate:
Column 1 Ratio of Consolidated Total Net Borrowings to Consolidated EBITDA Column 2 Margin for A1 Term Loan, A2 Term Loan, Revolving Loan and Restructuring A Loan clause (per cent. per annum) Column 3 Margin for B1 Term Loan, B2 Term Loan and Restructuring B Loan (per cent. per annum)
(d) For so long as:
(i) the Parent is in default of its obligation under this Agreement to provide a Margin Certificate; or
(ii) an Event of Default is outstanding, the applicable Margin for each Facility will be the highest applicable rate for that Facility set out in the table in paragraph (c).
(e) If the Margin in respect of any Loan has been reduced under Subclause (cx) of this Clause 12.3 but sentence shall be based upon the management Accounts (or audited Accounts) for the periods ended with the last day excess, if any, of the quarterly Accounting Period ended before the date of the Margin Certificate in reliance on which the reduction was made do not confirm the basis for the reduction, the reduction will be reversed with retrospective effect. In this event the Margin will instead be that calculated by reference to the relevant management Accounts (or audited Accounts). If, in this event, any amount of interest has been paid by a Borrower on the basis of the Margin Certificate, and fees that Borrower must immediately pay to the Facility Agent any shortfall in that amount as compared to that which would should have been paid to the Lenders if the Margin had been calculated by reference to the relevant management Accounts (or audited Accounts).
(f) The Company and the Facility Agent (acting on the instructions of the Majority Lenders) agree to negotiate in good faith to amend the table in Subclause (c) of this Clause 12.3 to increase for all applicable periods over the amount of interest and fees actually paid for all such periods and the step-down in each applicable Applicable Margin and/or to increase and provided, further, if the frequency of current fiscal period is affected by such step downs and/or to amend inaccuracy, the ratios in column 1 in a manner favourable to Applicable Fee Percentages shall be adjusted for the Group following an IPOcurrent period.
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Margin adjustments. (a) The Parent Viasystems must supply to the Facility Agent a Margin Certificate within 45 days of the end of each quarterly Accounting Period, beginning with the first quarterly Accounting Period ending on or after the first anniversary of the First Drawdown Closing Date.
(b) A Margin Certificate must specify the Net Debt Leverage Ratio for the four quarterly Accounting Periods ending on the most recent Accounting Date and be signed by two authorised signatories the chief financial officer and another director of the Parent, one of whom must be the Chief Financial OfficerViasystems.
(c) Subject to paragraphs (d) and (e) below, the Margin in respect of any A1 Term Loan, A2 Term Loan, Revolving Credit Loan and Restructuring A Loan (on or after the Restructuring Loan Facility Conversion Date) and the B1 Term Loan, B2 Term Loan and the Restructuring B Loan will be adjusted as set out in Column 2 and Column 3, respectively, of the table below on the date 5 Business Days after delivery to the Facility Agent of the relevant Margin Certificate and Loans will be determined by reference to the table below and the information set out in the relevant Margin Certificate with effect from the date of delivery of that Margin Certificate:.
Column 1 Net Debt Leverage Ratio of Consolidated Total Net Borrowings to Consolidated EBITDA Column 2 Margin for A1 Term Loan, A2 Term Loan, Revolving Loan and Restructuring A Loan (per cent. per annum) Column 3 Margin for B1 Term Loan, B2 Term Loan and Restructuring B Loan (per cent. per annum)
(d) For so long as:
(i) the Parent Viasystems is in default of its obligation under this Agreement to provide a Margin Certificate; or
(ii) an Event of a Default is outstanding, the applicable Margin for each Facility in respect of the Loans will be the highest applicable rate for that the relevant Facility set out in the table in paragraph (c)) above.
(e) If the applicable Margin in respect of any Loan has been reduced determined under this Subclause (c) of this Clause 12.3 but the management Accounts (or audited Accounts) for the periods ended with the last day of the quarterly Accounting Period ended before the date of the Margin Certificate in reliance on which a Margin Certificate (or unaudited Accounts) but the reduction was made do not confirm audited Accounts of the basis Group for the reductionperiod covered by the relevant Margin Certificate show that a higher Margin applies, the reduction will be reversed with retrospective effect. In this event applicable Margin for the Margin relevant Facilities will instead be that calculated by reference to the relevant management Accounts (or audited Accounts). If, in this event, any amount of interest (or any amount of Letter of Credit fee) has been paid by a Borrower on the basis of the relevant Margin Certificate, that Borrower must immediately pay to the Facility Agent any shortfall in that amount as compared to that which would have been paid to the Lenders if the applicable Margin for the relevant Facilities had been calculated by reference to the relevant management Accounts (or audited Accounts).
(f) The Company and Any moneys received or recovered as a result of an adjustment to the Facility Agent (acting Margin pursuant to this Subclause shall be reimbursed on a pro rata basis amongst the instructions of Lenders participating in the Majority Lenders) agree to negotiate in good faith to amend relevant Credits under the table in Subclause (c) of this Clause 12.3 to increase relevant Facilities as at the amount of the step-down in each applicable Margin and/or to increase the frequency date of such step downs and/or to amend the ratios in column 1 in a manner favourable to the Group following an IPOreceipt or recovery.
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Margin adjustments. rating
(a) The Parent must supply to the Facility Agent a initial Margin Certificate within 45 days of the end of each quarterly Accounting Period, beginning with the first quarterly Accounting Period ending on or after the first anniversary of the First Drawdown Dateis 0.50% per annum.
(b) A Margin Certificate must be signed by two authorised signatories of the Parent, one of whom must be the Chief Financial Officer.
(c) Subject to paragraphs (d) and (e) belowthe other provisions of this Clause, the Margin in respect of any A1 Term Loan, A2 Term Loan, Revolving Credit Loan and Restructuring A Loan (on or after the Restructuring Loan Facility Conversion Date) and the B1 Term Loan, B2 Term Loan and the Restructuring B Loan will be adjusted as set out in Column 2 and Column 3, respectively, of the table below on the date 5 Business Days after delivery to the Facility Agent of the relevant Margin Certificate and will be determined calculated by reference to the table below and the information set out in the relevant most recent Margin CertificateCertificate delivered to the Agent pursuant to paragraph (c) below:
Column 1 Ratio (c) The Parent or the Company must notify the Agent promptly upon a Rating Agency notifying it of Consolidated Total Net Borrowings to Consolidated EBITDA Column 2 a change in the Parent Rating, by delivering a Margin for A1 Term LoanCertificate promptly, A2 Term Loanand in any case within five Business Days, Revolving Loan and Restructuring A Loan (per cent. per annum) Column 3 Margin for B1 Term Loan, B2 Term Loan and Restructuring B Loan (per cent. per annum)after receiving notice of the change in the Parent Rating.
(d) No member of the Group shall be under any obligation to obtain and/or maintain a Parent Rating from one or all of the Rating Agencies.
(e) For any period during which the equivalent Parent Ratings given by the Rating Agencies differ such that one or more Rating Agencies provides a Parent Rating of Baa2/BBB or above and any other Rating Agency provides a Parent Rating of Baa3/BBB- or below, the applicable Margin will be determined by reference to the average applicable percentage rate per annum of the Margins applicable to the relevant Parent Ratings as set out in the table above.
(f) Any increase or decrease in the Margin for a Loan shall take effect on the date which is three Business Days after receipt by the Agent of the notification delivered pursuant to paragraph (c) above.
(g) For so long as:
(i) the Parent is and the Company are in default of its obligation their obligations under this Agreement to provide a Margin Certificate; ornotify the Agent of any change in the Parent Rating under paragraph (c) above ;
(ii) an Event of Default is outstandingcontinuing; or
(iii) no Parent Rating is obtained or maintained from any of the Rating Agencies, the applicable Margin for shall be determined as if the Parent Rating from each Facility will be the highest applicable rate for that Facility set out in the table in paragraph (c)Rating Agency was Baa3/BBB-.
(eh) If the Margin in respect of any Loan has been reduced under Subclause is adjusted pursuant to paragraph (cb) of this Clause 12.3 but the management Accounts (or audited Accounts) for the periods ended with the last day of the quarterly Accounting Period ended before the date of the Margin Certificate in reliance on which the reduction was made do not confirm the basis for the reduction, the reduction will be reversed with retrospective effect. In this event the Margin will instead be that calculated by reference to the relevant management Accounts (or audited Accounts). If, in this event, any amount of interest has been paid by a Borrower above on the basis of information contained in a Margin Certificate and such information is subsequently determined to be incorrect, or the Parent and Company fail to provide a Margin Certificate in accordance with paragraph (c) above , and as a result the Margin Certificate, that Borrower must immediately pay to the Facility Agent any shortfall in that amount as compared to that which is lower than it would have been paid if the information in the Margin Certificate had been correct and/or the Margin Certificate had been so provided, the Company shall (within three Business Days of demand by the Agent) pay such amount to the Lenders if (via the Margin Agent) as the Agent determines is necessary to put the Lenders in the position in which they should have been had been calculated by reference to the relevant management Accounts (or audited Accounts).
(f) The Company and the Facility Agent Parent complied with their obligations under paragraphs (acting on the instructions of the Majority Lendersb) agree to negotiate in good faith to amend the table in Subclause and (c) of this Clause 12.3 to increase the amount of the step-down in each applicable Margin and/or to increase the frequency of such step downs and/or to amend the ratios in column 1 in a manner favourable to the Group following an IPOabove.
Appears in 1 contract
Margin adjustments. Adjustments to the Applicable Margin and the Applicable Letter of Credit Fee Rate based on Schedule 1 shall be implemented quarterly as follows:
(a) The Parent must supply to the Facility Agent a Margin Certificate within 45 days Such adjustments shall be given prospective effect only, effective as of the end first day of each quarterly Accounting Period, beginning with the first quarterly Accounting Period ending on or after the first anniversary month following delivery of the First Drawdown Datefinancial statements under Sections 7.1(a) and (b) hereunder and the Covenant Compliance Report under Section 7.1(c), in each case establishing applicability of the appropriate adjustment, with no retroactivity or claw-back. If the Borrower fails timely to deliver such financial statements or the Covenant Compliance Report, then (but without affecting the Event of Default resulting therefrom) from the date delivery of such financial statements and report was required until such financial statements and report are delivered, the margins shall be at the highest level on the pricing matrix attached to this Agreement as Schedule 1.
(b) A Margin Certificate must From the date of execution of this Agreement until the required date of delivery (or, if earlier, delivery) under Section 7.1(b) of Borrower’s financial statements and Covenant Compliance Report for the fiscal quarter ending June 30, 2011, the margins shall be signed by two authorised signatories those set forth under the Level 1 column of the Parentpricing matrix attached to this Agreement as Schedule 1. Thereafter, one of whom must all margins shall be the Chief Financial Officerbased upon Borrower’s financial statements and Covenant Compliance Report, subject to recalculation as provided in subsection 4.1(a) above.
(c) Subject Notwithstanding the foregoing, however, if, prior to paragraphs the payment and discharge in full (din cash) of the Indebtedness and (e) below, the Margin in respect termination of any A1 Term Loanand all commitments hereunder, A2 Term Loanas a result of any restatement of or adjustment to the financial statements of Borrower and any of its Subsidiaries (relating to the current or any prior fiscal period) or for any other reason, Revolving Credit Loan Bank determines that the Applicable Margin as calculated by Borrower as of any applicable date of determination were inaccurate in any respect and Restructuring A Loan a proper calculation thereof would have resulted in different pricing for any fiscal period, then (on or after x) if the Restructuring Loan Facility Conversion Date) proper calculation thereof would have resulted in higher pricing for any such period, Borrower shall automatically and retroactively be obligated to pay to Bank, promptly upon demand, an amount equal to the B1 Term Loan, B2 Term Loan and the Restructuring B Loan will be adjusted as set out in Column 2 and Column 3, respectively, excess of the table below on the date 5 Business Days after delivery to the Facility Agent of the relevant Margin Certificate and will be determined by reference to the table below and the information set out in the relevant Margin Certificate:
Column 1 Ratio of Consolidated Total Net Borrowings to Consolidated EBITDA Column 2 Margin for A1 Term Loan, A2 Term Loan, Revolving Loan and Restructuring A Loan (per cent. per annum) Column 3 Margin for B1 Term Loan, B2 Term Loan and Restructuring B Loan (per cent. per annum)
(d) For so long as:
(i) the Parent is in default of its obligation under this Agreement to provide a Margin Certificate; or
(ii) an Event of Default is outstanding, the applicable Margin for each Facility will be the highest applicable rate for that Facility set out in the table in paragraph (c).
(e) If the Margin in respect of any Loan has been reduced under Subclause (c) of this Clause 12.3 but the management Accounts (or audited Accounts) for the periods ended with the last day of the quarterly Accounting Period ended before the date of the Margin Certificate in reliance on which the reduction was made do not confirm the basis for the reduction, the reduction will be reversed with retrospective effect. In this event the Margin will instead be that calculated by reference to the relevant management Accounts (or audited Accounts). If, in this event, any amount of interest has been paid by a Borrower on the basis of the Margin Certificate, and fees that Borrower must immediately pay to the Facility Agent any shortfall in that amount as compared to that which would should have been paid to the Lenders if the Margin had been calculated by reference to the relevant management Accounts (or audited Accounts).
(f) The Company and the Facility Agent (acting on the instructions of the Majority Lenders) agree to negotiate in good faith to amend the table in Subclause (c) of this Clause 12.3 to increase for such period over the amount of interest and fees actually paid for such period and, if the step-down current fiscal period is affected thereby, the Applicable Margin for the current period shall be adjusted based on such recalculation; and (y) if the proper calculation thereof would have resulted in each applicable Margin and/or lower pricing for such period, Bank shall have no obligation to increase the frequency of recalculate such step downs and/or interest or fees or to amend the ratios in column 1 in a manner favourable repay any interest or fees to the Group following an IPOBorrower.
Appears in 1 contract
Samples: Credit Agreement
Margin adjustments. (a) The Parent must supply to the Facility Agent a Margin Certificate within 45 days of the end of each quarterly Accounting Period, beginning with the first quarterly Accounting Period ending on or after the first anniversary of the First Drawdown Date.
(b) A Margin Certificate must be signed by two authorised signatories of the Parent, one of whom must be the Chief Financial Officer.
(c) Subject to paragraphs (d), (e) and (ef) below, the Margin in respect of any A1 Term Loan, A2 Term Loan, Revolving Credit Loan and Restructuring A Loan (on or after the Restructuring Loan Facility Conversion Date) and ), the euro denominated B1 Term Loan, Loan and B2 Term Loan and the Restructuring B Loan and the US Dollar denominated B1 Term Loan and B2 Term Loan will be adjusted as set out in Column 2 2, Column 3 and Column 3, 4 respectively, of the table below on the date 5 Business Days after delivery to the Facility Agent of the relevant Margin Certificate and will be determined by reference to the table below and the information set out in the relevant Margin Certificate:
Column 1 Ratio of Consolidated Total Net Borrowings to Consolidated EBITDA Column 2 Margin for A1 Term Loan, A2 Term Loan, Revolving Loan and Restructuring A Loan (per cent. per annum) Column 3 Margin for euro denominated Loans under B1 Term Loan, B2 Term Loan and Restructuring B Loan (per cent. per annum) Column 4 Margin for US Dollar denominated Loans under the B1 Term Loan, B2 Term Loan (per cent. per annum)
(d) For so long as:
(i) the Parent is in default of its obligation under this Agreement to provide a Margin Certificate; or
(ii) an Event of Default is outstanding, the applicable Margin for each Facility will be the highest applicable rate for that Facility set out in the table in paragraph (c).
(e) If the Margin in respect of any Loan has been reduced under Subclause (c) of c)of this Clause 12.3 but the management Accounts (or audited Accounts) for the periods ended with the last day of the quarterly Accounting Period ended before the date of the Margin Certificate in reliance on which the reduction was made do not confirm the basis for the reduction, the reduction will be reversed with retrospective effect. In this event the Margin will instead be that calculated by reference to the relevant management Accounts (or audited Accounts). If, in this event, any amount of interest has been paid by a Borrower on the basis of the Margin Certificate, that Borrower must immediately pay to the Facility Agent any shortfall in that amount as compared to that which would have been paid to the Lenders if the Margin had been calculated by reference to the relevant management Accounts (or audited Accounts).
(f) The Company After the occurrence of a Qualifying IPO, the Margin in respect of any A1 Term Loan, A2 Term Loan, Revolving Credit Loan and Restructuring A Loan (on or after the Restructuring Loan Facility Conversion Date), the euro denominated B1 Term Loan and B2 Term Loan and the Restructuring B Loan and the US Dollar denominated B1 Term Loan and B2 Term Loan and the euro denominated C1 Term Loan, C2 Term Loan and the Restructuring C Loan (on or after the Restructuring Loan Facility Conversion Date) and the US Dollar denominated C1 Term Loan and C2 Term Loan will be adjusted as set out in Column 2, Column 3, Column 4, Column 5 and Column 6 respectively, of the table below on the date 5 Business Days after delivery to the Facility Agent (acting on the instructions of the Majority Lenders) agree relevant Margin Certificate and will be determined by reference to negotiate in good faith to amend the table below and the information set out in Subclause the relevant Margin Certificate:
Column 1 Ratio of Consolidated Total Net Borrowings to Consolidated EBITDA Column 2 Margin for A1 Term Loan, A2 Term Loan, Revolving Loan and Restructuring A Loan (cper cent. per annum) of this Clause 12.3 to increase Column 3 Margin for euro denominated Loans under B1 Term Loan, B2 Term Loan and Restructuring B Loan (per cent. per annum) Column 4 Margin for US Dollar denominated Loans under the amount of B1 Term Loan, B2 Term Loan (per cent. per annum) Column 5 Margin for euro denominated Loans under the step-down in each applicable C1 Term Loan, the C2 Term Loan and the Restructuring C Loans (per cent. per annum) Column 6 Margin and/or to increase for US Dollar denominated Loans under the frequency of such step downs and/or to amend C1 Term Loan and the ratios in column 1 in a manner favourable to the Group following an IPO.C2 Term Loan (per cent. per annum)
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Samples: Senior Credit Facility (Smurfit Kappa Acquisitions)
