MARGIN RATCHET. 7.6.1 If EBITDA to Cash Outflow exceeds a ratio of 1.00:1 for the Financial Quarter ending 31 December 2003, the Applicable Margin shall, with effect from 1st February 2004, be reduced to two and one quarter of one per cent (2.25%) per annum. In addition, the Agent and the Lenders agree with the Borrowers that the level of the Applicable Margin will be reviewed by the Agent on the date upon which the Agent receives all of the signed, audited, consolidated Financial Statements of every IHL Group Company for the Financial Year ended 31 December 2004, required to be delivered pursuant to clause 15.1 (such date being, the "REVIEW DATE"). Each Borrower acknowledges and agrees that notwithstanding any extension(s) of the Termination Date which may be agreed to pursuant to clause 9.5, the Agent will not review the Applicable Margin and the Applicable Margin may not be reduced on more than one occasion. The Agent and the Lenders agree with Ideal and each other Borrower that, provided that the conditions set out in clause 7.6.2 are satisfied on the Review Date, the Applicable Margin shall be adjusted in accordance with this clause 7.6 with effect from the date determined in accordance with clause 7.6.5.
7.6.2 If on the Review Date, the Agent's review of the financial performance of the IHL Group during the immediately preceding Financial Year indicates that actual EBITDA achieved in such Financial Year exceeded the projected EBITDA for such Financial Year (as set out in the projections delivered to the Agent prior to the Effective Date) by an amount equal to or greater than twenty per cent. (20%) of such projected EBITDA, then the Applicable Margin shall be reduced by 0.125 per cent per annum.
MARGIN RATCHET. (a) The initial Margin is the percentage rate per annum specified as such in the Reference Rate Terms.
(b) The Margin shall subsequently be determined by reference to Group Leverage for each Relevant Period as shown in the Compliance Certificate for that Relevant Period delivered to the Agent pursuant to Clause 23.4 (Provision and contents of Compliance Certificates), and in the manner set out below in this Clause 12.3.
(c) Subject to paragraphs (d) to (f) below, the Margin will be the percentage rate per annum set out below opposite the applicable range for Group Leverage for the Relevant Period: Group Leverage Margin % p.a. Greater than or equal to 3.0: 1 6.5 % Less than 3.0: 1 but greater than or equal to 2.5: 1 6.0 % Less than 2.5: 1 but greater than or equal to 1.5: 1 5.75 % Less than 1.5: 1 5.25 %
(d) Any change in the Margin for a Loan shall take effect on the date (the reset date) which is the first day of the next Interest Period for that Loan following receipt by the Agent of the Compliance Certificate for the applicable Relevant Period pursuant to Clause 23.4 (Provision and contents of Compliance Certificate).
(e) If, following receipt by the Agent of the Compliance Certificate related to the relevant Annual Financial Statements, that Compliance Certificate does not confirm the basis for a reduced Margin, then the provisions of paragraph (b) of Clause 12.2 (Payment of interest) shall apply and the Margin for each Loan during the period when such reduced Margin was applied shall be the percentage per annum determined using the table above and the revised Group Leverage calculated using the figures in that Compliance Certificate.
(f) While an Event of Default is continuing, the Margin will be the highest percentage per annum set out above.
MARGIN RATCHET. The initial Margin is the percentage rate per annum specified as such in the Reference Rate Terms.
MARGIN RATCHET. The Margin shall:
4.3.1 from the date hereof until the Pushdown Date, be 2.25 per cent. per annum;
4.3.2 (if relevant) on and after the Pushdown Date and until the date falling 12 months after the date hereof, be 2.00 per cent. per annum; and
4.3.3 at any other time, subject to clause 4.5 (Default Margin) and in accordance with the provisions of Clause 4.4 (Margin Changes), be the percentage rate per annum determined by the ratio of EBITDA of the UK Group in respect of the Relevant Period ended on the most recent Quarter Date to the Total Net Cash Finance Charges for that Relevant Period in accordance with the table set out below. RATIO OF EBITDA TO TOTAL NET CASH FINANCE CHARGES MARGIN (PER CENT. PER ANNUM) Less than 1.25:1 2.00 Equal to or greater than 1.25:1 but less than 1.50:1 1.75 Equal to or greater than 1.50:1 but less than 1.75:1 1.50 Equal to or greater than 1.75:1 but less than 2.00:1 1.25 Equal to or greater than 2.00:1 but less than 2.25:1 1.00 Equal to or greater than 2.25:1 0.75
MARGIN RATCHET. (a) The “Margin” will be based upon the ratings of the Facility or, if the Facility is not rated, upon the rating of the Existing Bonds and will be calculated in accordance with Clauses 8.3(b) and (c) (Margin ratchet).
(b) The Margin will, on each date on which a credit rating is assigned to the Facility or the Existing Bonds by either Mxxxx’x or Standard & Poor’s after the date of this Agreement, be equal to the percentage rate specified in the table below and set opposite the relevant credit rating assigned to the Facility or the Existing Bonds at that time. BB- or higher Ba3 or higher 3.75 B+ B1 4.50 B B2 5.00 B- or lower B3 or lower 5.50
(c) If at any time there is a difference in the long term credit rating assigned to the Facility or the Existing Bonds, as applicable, by each of Mxxxx’x and Standard & Poor’s, the Margin will be the average of the corresponding Margins. If there is only one long term credit rating assigned to the Facility or the Existing Bonds, the Margin shall be determined on the basis of that rating.
(d) If at any time neither Mxxxx’x nor Standard & Poor’s assigns a credit rating to neither the Facility nor the Existing Bonds, the Margin will, in the absence of agreement to the contrary pursuant to paragraph (h) below, be 5.50% per annum.
(e) Any adjustment to the Margin (whether upwards or downwards) in accordance with paragraphs (b), (c) or (d) above will apply for the Loan with effect from:
(i) the date of announcement of any change to the relevant assigned credit rating (in the case of a rating downgrade);
(ii) the date of published confirmation of any change to the relevant assigned credit rating (in the case of a rating upgrade); and/or
(iii) the date on which a credit rating ceases to be assigned to the Facility or the Existing Bonds, as the case may be, by either Mxxxx’x or Standard & Poor’s.
(f) Promptly upon the directors of the Borrower becoming aware of the same, the Borrower shall inform the Agent in writing if any change in the credit rating assigned by either Mxxxx’x or Standard & Poor’s to the Facility or the Existing Bonds are published, confirmed or announced or if a credit rating ceases to be assigned to the Facility or the Existing Bonds by either Mxxxx’x or Standard & Poor’s.
(g) The Borrower will use its commercially reasonable efforts to ensure that both Mxxxx’x and Standard & Poor’s assign a credit rating to the the Facility or the Existing Bonds.
(h) If, except as a result of a neglect or breach of this Agr...
MARGIN RATCHET. On the first business day of each Management Accounting Period, the Agent shall calculate the average daily Available Revolving Facility Amount during the previous Management Accounting Period. Subject to the provisions of this Clause 7.6 (Margin Ratchet), if the average daily Available Revolving Facility Amount during such previous Management Accounting Period was within a range set out below then the Applicable Margin for the next succeeding Management Accounting Period will (subject to any adjustment pursuant to Clause 7.6.3 below) be the percentage per annum set out below in the column opposite that range: Less than £10,000,000 2.50 Equal to or greater than £10,000,000 but less than £15,000,000 2.25 Equal to or greater than £15,000,000 but less than £20,000,000 2.00 Equal to or greater than £20,000,000 1.75
MARGIN RATCHET. (a) Subject to paragraph (b) below and Clause 12.4 (Default Margin), if the ratio of Consolidated Total Net Debt to Consolidated Adjusted EBITDA in respect of the most recent Relevant Period (as defined in Clause 24 (Financial Covenants)) falls within one of the ranges set out in column 1 of the margin grid table set out below then the Margin in respect of Facility A1, Facility A2 and the Revolving Facility shall be the percentage per annum set opposite the range into which that Relevant Ratio falls.
Column 1 Column 2 Relevant Ratio Margin % per annum for Facility A1, A2 and Revolving Facility
(b) From the date falling 12 months after the Closing Date any revised Margin provided for in this Clause 12.3 in relation to each Loan will become effective on the date on which the relevant Compliance Certificate is delivered to the Facility Agent.
(c) If the annual audited financial statements of the Group and related Compliance Certificate received by the Facility Agent show that a Margin or Commitment Fee reduction should not have occurred during a certain period, the relevant Borrowers shall promptly pay to the Facility Agent any amounts necessary to put the Facility Agent and the Lenders in the position they would have been in had the Margin or Commitment Fee reduction not occurred.
(d) If the annual audited financial statements of the Group and related Compliance Certificate received by the Facility Agent show that a Margin or Commitment Fee reduction should have occurred during a certain period the Margin or Commitment Fee for future Interest Periods, shall be reduced by any amounts necessary to put the relevant Borrower in the position they would have been in had the Margin and Commitment Fee reduction occurred.
MARGIN RATCHET. (a) Subject to paragraph (b) below and Clause 12.4 (Default Margin), if the ratio of Consolidated Total Net Debt to Consolidated Adjusted EBITDA in respect of the most recent Relevant Period (as defined in Clause 24 (Financial Covenants)) falls within one of the ranges set out in column 1 of the margin grid table set out below then the Margin in respect of Facility A1, Facility A2 and the Revolving Facility shall be the percentage per annum set opposite the range into which that Relevant Ratio falls.
MARGIN RATCHET. 5.3.1 Subject to sub-clause 5.3.3 below, if the Total Debt Leverage Ratio as defined in Schedule 5 (FINANCIAL CONDITION) in respect of the most recent Relevant Period ending on or after the date falling 12 months after the date hereof is within the range set out in column 1 of the margin grid table set out below, then the Applicable A1 Margin, the Applicable A2 Margin and the Applicable Revolving Margin shall be the percentage per annum set out opposite such range in column 2, 3 and 4. MARGIN GRID TABLE COLUMN 1 COLUMN 2 COLUMN 3 COLUMN 4 TOTAL DEBT LEVERAGE RATIO APPLICABLE A1 APPLICABLE A2 APPLICABLE MARGIN MARGIN REVOLVING MARGIN % % % Greater than or equal to 2.25 2.25 2.25 3.5 Greater than or equal to 2.0 2.0 2.0 3.0 but less than 3.5 Greater than or equal to 1.75 1.75 1.75 2.5 but less than 3.0 Less than 2.5 1.5 1.5 1.5
5.3.2 Any revised margin provided for in sub-clause 5.
3.1 shall take effect only in relation to any Advance made or Interest Period commencing at least fifteen Business Days after receipt by the Facility Agent of the quarterly statements of the Group in accordance with Clause 21.2 (QUARTERLY STATEMENTS) and a Compliance Certificate for such Financial Quarter of the Parent pursuant to Clause 21.5 (COMPLIANCE Certificates) provided that if the annual audited financial statements of the Group delivered in accordance with Clause 21.1 (ANNUAL STATEMENTS) together with the Compliance Certificate for such financial year of the Parent delivered in accordance with Clause 21.5 (COMPLIANCE CERTIFICATES) show that the Margin which has been set based on the quarterly statements for the annual period ending on such financial year's end of the Parent has been set incorrectly, then the Margin shall be adjusted to reflect the Total Debt Leverage Ratio as defined in Schedule 5 (FINANCIAL Condition) as evidenced by such annual audited financial statements of the Group and the thereto relating Compliance Certificate. Any such adjustment of the Margin in respect of such annual period shall take effect as of the date on which the original setting of the Margin became effective. The financial condition and the amount of Excess Cash Flow, as the case may be, set out in and certified by any Compliance Certificate shall in the absence of manifest error be conclusive.
5.3.3 Any revised margin provided for in sub-clause 5.
3.1 will cease and shall be suspended (but will be reinstated upon the remedy or waiver of the relevant event in accordance with the followi...
MARGIN RATCHET. Subject to the PIK Toggle and the ESG-linked Margin ratchet below, the Margin in relation to Facility B, CAF 1 and CAF 2 as referred to above shall vary in accordance with the Total Net Leverage Ratio (tested quarterly on a rolling basis with reference to the previous four consecutive quarters or, subject to the conditions in paragraph (y) below, at any time at the Company’s discretion with reference to the applicable LTM period in respect of which the Company has internally available financial statements or other management accounts) as set out in the table below (with no limits on the reduction which may be effected on any single reset date). Any adjustment will first take effect on the date falling six months after the Closing Date (and irrespective of whether there are any undrawn but available commitments under Facility B, CAF 1 and/or CAF 2 at such time or as at the Closing Date and, in the case of CAF 1 and CAF 2, irrespective of whether there is any Utilisation of CAF 1 or CAF 2 at such time or as at the Closing Date) and, thereafter, on the Business Day after (and including) the date on which the Agent receives (x) the Company’s compliance certificate with the relevant annual or quarterly consolidated financial statements or (y) any margin certificate (provided it includes reasonable detail as to the computation of the applicable Margin) delivered by the Company with its monthly consolidated financial statements at any time. Greater than 5.75:1 6.00% per annum Equal to or less than 5.75:1 but greater than 5.00:1 Equal to or less than 5.00:1 but greater than 4.50:1 Equal to or less than 4.50:1 but greater than 4.00:1 5.75% per annum 5.50% per annum 5.25% per annum Equal to or less than 4.00 5.00% per annum The Company will have the ability to elect at any time (subject to the applicable election notice requirement below) (a “PIK Election”), at its sole and absolute discretion, on an unlimited number of occasions, that a portion of the cash-pay Margin for a given Interest Period applicable to any Utilisation under Facility B, CAF 1 and/or CAF 2 shall be payable in kind (such portion of the Margin that is paid-in-kind being, the “PIK Component” and any remaining portion of the Margin that is paid in cash being, the “Cash Component”)), subject to an increase of the Margin on the PIK Component equal to 0.125% per annum for each 100 basis points of Margin so elected to be subject to such PIK Election (and with an applicable pro rata amount of 0.125% per...
