Common use of MARGIN RATCHET Clause in Contracts

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. 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 audited Financial Statements of every IHL member of the IHL/BB 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")) together with a consolidation, in accordance with Applicable GAAP, of such Financial Statements. 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 IHL/BB 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. 7.6.3 For the avoidance of doubt, the original or most recently adjusted Applicable Margin for the Revolving Facility shall continue to apply if the condition set out in clause 7.6.2 is not met. 7.6.4 Any decrease of the Applicable Margin pursuant to this clause 7.6 shall be determined by the Agent by reference to the signed, audited Financial Statements for the relevant period delivered to the Agent under clause 15.1. 7.6.5 Any adjustment of the Applicable Margin in accordance with clause 7.6.2 shall take effect in respect of any Reference Rate Revolving Loan, LIBOR Revolving Loan or Swingline Loan, with effect from the Review Date. 7.6.6 At any time while a Default has occurred and is continuing, the original Applicable Margin for the Revolving Facility shall apply with immediate effect, notwithstanding any previous reduction of such Applicable Margin made pursuant to this clause 7.6 and no reduction shall be instituted while a Default has occurred and is continuing.

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 The Agent and the Lenders agree with the Borrowers that the level of the Applicable Margin will be periodically reviewed by the Agent. The Agent agrees that (A) the first such review shall take place 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 2003 required to be delivered pursuant to clause 15.1 and (B) the second such review shall take place on the date upon which the Agent receives all of the signed, audited, consolidated Financial Statements of every Group Company for the Financial Year ended 31 December 2004, required to be delivered pursuant to clause 15.1 (each such date being, the a "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 occasiontwo occasions. 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 relevant 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 any 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 Closing Date) by an amount equal to or greater than twenty per cent. (20%) of such projected EBITDA, then the Applicable Margin which shall apply for Swingline Loans, Reference Rate Revolving Loans and LIBOR Revolving Loans until the next Review Date shall be reduced by 0.125 per cent the then prevailing Applicable Margin (which as at the Closing Date shall, for the avoidance of doubt, be 2.25% per annum) less 0.125%.