Performance Adjustments. Based upon, and following receipt by the Banks of (a) (i) with respect to the first three fiscal quarters of each fiscal year, the Borrower's quarterly unaudited consolidated financial statements pursuant to Section 8.4(b) and (ii) with respect to the last fiscal quarter of each fiscal year, the Borrowers' annual audited consolidated financial statements pursuant to Section 8.4(a), and (b) a certificate of the chief financial officer of the Borrower setting forth calculations of the financial information set forth below, (the Borrower also hereby agreeing to provide to the Administrative Agent, simultaneously with the delivery of such certificate, telephonic notice of any Performance Adjustments based upon such calculations), the LIBOR Applicable Margin, the Commitment Fee Rate and the Standby Letter of Credit Fee Rate shall be subject to possible adjustment in accordance with the provisions of this paragraph (each such adjustment, a "Performance Adjustment"). Performance Adjustments shall be effective (the date of the effectiveness of any Performance Adjustment, a "Performance Adjustment Date") with respect to adjustments to the LIBOR Applicable Margin, the Commitment Fee Rate and the Standby Letter of Credit Fee Rate, three (3) Business Days following receipt by the Administrative Agent of (y) (i) with respect to the first three fiscal quarters of each fiscal year, the Borrower's quarterly unaudited consolidated financial statements pursuant to Section 8.4(b) and (ii) with respect to the last fiscal quarter of each fiscal year, the Borrower's annual audited consolidated financial statements pursuant to Section 8.4(a), and (z) a certificate of the chief financial officer of the Borrower setting forth calculations of the financial information set forth below (the Borrower also hereby agreeing to provide to the Administrative Agent, simultaneously with the delivery of such certificate, telephonic notice of any Performance Adjustments based upon such calculations). The LIBOR Applicable Margin, the Commitment Fee Rate, and the Standby Letter of Credit Fee Rate with respect to any period following any Performance Adjustment Date until the next succeeding Performance Adjustment Date shall be as set forth in the table below on the line furthest down in such table with respect to which the Borrower's ratio of (A) Consolidated Total Funded Debt during the period of four consecutive fiscal quarters most recently ended prior to such possible Performance Adjustment Date to (B) Consolidated EBITDA for such period, shall be less than the ratio set forth on such line in such table: LIBOR APPLICABLE MARGIN FOR STANDBY LETTER RATIO OF TOTAL FUNDED REVOLVING COMMITMENT OF CREDIT FEE DEBT TO EBITDA CREDIT LOANS FEE RATE RATE ------------------------------- ------------ ---------- -------------- greater than 3.75:1.00 2.000% 0.375% 2.000% Less than or equal to 3.75:1.00 1.500% 0.250% 1.500% but greater than 3:00:1.00 Less than or equal to 3.00:1.00 1.250% 0.250% 1.250%
Appears in 1 contract
Samples: Credit and Gold Consignment Agreement (Whitehall Jewellers Inc)
Performance Adjustments. Based upon, and following receipt by the Banks of (a) beginning with the Borrower's financial statements as hereafter described for the fiscal quarter of the Borrower ending January 31, 1997, (i) with respect to the first three fiscal quarters of each fiscal year, the Borrower's quarterly unaudited consolidated financial statements pursuant to Section 8.4(b11.4(b) and (ii) with respect to the last fiscal quarter of each fiscal year, the Borrowers' annual audited consolidated financial statements pursuant to Section 8.4(a11.4(a), and (b) a certificate of the chief financial officer of the Borrower setting forth calculations of the financial information set forth below, (the Borrower also hereby agreeing to provide to the Administrative AgentAgents, simultaneously with the delivery of such certificate, telephonic notice of any Performance Adjustments based upon such calculations), the LIBOR Base Rate Applicable Margin, the Commitment Fee Rate Margin and the Standby Letter of Credit Fee Rate Eurodollar Applicable Margin shall be subject to possible adjustment in accordance with the provisions of this paragraph (each such adjustment, a "Performance Adjustment"). Performance Adjustments shall be effective (the date of the effectiveness of any Performance Adjustment, a "Performance Adjustment Date") with respect to adjustments to the LIBOR Base Rate Applicable Margin and the Eurodollar Applicable Margin, the Commitment Fee Rate and the Standby Letter of Credit Fee Rate, three (3) Business Days following receipt by the Administrative Agent Agents of (y) (i) with respect to the first three fiscal quarters of each fiscal year, the Borrower's quarterly unaudited consolidated financial statements pursuant to Section 8.4(b11.4(b) and (ii) with respect to the last fiscal quarter of each fiscal year, the Borrower's annual audited consolidated financial statements pursuant to Section 8.4(a11.4(a), and (z) a certificate of the chief financial officer of the Borrower setting forth calculations of the financial information set forth below (the Borrower Borrowers also hereby agreeing to provide to the Administrative AgentAgents, simultaneously with the delivery of such certificate, telephonic notice of any Performance Adjustments based upon such calculations). The LIBOR Eurodollar Applicable Margin, the Commitment Fee Rate, Margin and the Standby Letter of Credit Fee Base Rate Applicable Margin with respect to any period following any Performance Adjustment Date until the next succeeding Performance Adjustment Date shall be as set forth in the table below on the line furthest down in such table with respect to which the Borrower's ratio of (A) Consolidated Total Funded Debt during for the period of four consecutive fiscal quarters quarter most recently ended prior to such possible Performance Adjustment Date to (B) Consolidated EBITDA for the period of four consecutive fiscal quarters most recently ended prior to such periodpossible Performance Adjustment Date, shall be less than the ratio set forth on such line in such table: LIBOR APPLICABLE MARGIN FOR STANDBY LETTER RATIO OF TOTAL BASE RATE FUNDED REVOLVING COMMITMENT OF CREDIT FEE DEBT TO EURODOLLAR APPLICABLE EBITDA CREDIT LOANS FEE RATE RATE ------------------------------- ------------ ---------- -------------- APPLICABLE MARGIN MARGIN greater than 3.75:1.00 2.0003.25:1.00 2.50% 0.3750.50% 2.000% Less less than or equal to 3.75:1.00 1.500% 0.250% 1.500% 3.25:1.00 but greater than 3:00:1.00 Less than or equal to 3.00:1.00 1.2502.25% 0.2500.25% 1.250less than 3.00:1.00 but greater than or equal to 2.75:1.00 2.00% 0.25% less than 2.75:1.00 1.75% 0.00%
Appears in 1 contract
Performance Adjustments. Based upon, and following receipt by the Banks of (a) beginning with the Borrower's financial statements as hereafter described for the fiscal quarter of the Borrower ending on or about February 28, 1998, (i) with respect to the first three fiscal quarters of each fiscal year, the Borrower's quarterly unaudited consolidated financial statements pursuant to Section 8.4(bss.11.4(b) and (ii) with respect to the last fiscal quarter of each fiscal year, the Borrowers' Borrower's annual audited consolidated financial statements pursuant to Section 8.4(ass.11.4(a), and (b) a certificate of the chief financial officer of the Borrower setting forth calculations of the financial information set forth below, (the Borrower also hereby agreeing to provide to the Administrative Agent, simultaneously with the delivery of such certificate, telephonic notice of any Performance Adjustments based upon such calculations), the LIBOR Base Rate Applicable Margin, the Commitment Fee Rate Margin and the Standby Letter of Credit Fee Rate Eurodollar Applicable Margin shall be subject to possible adjustment in accordance with the provisions of this paragraph (each such adjustment, a "Performance Adjustment"). Performance Adjustments shall be effective (the date of the effectiveness of any Performance Adjustment, a "Performance Adjustment Date") with respect to adjustments to the LIBOR Base Rate Applicable Margin and the Eurodollar Applicable Margin, the Commitment Fee Rate and the Standby Letter of Credit Fee Rate, three (3) Business Days following receipt by the Administrative Agent Agents of (y) (i) with respect to the first three fiscal quarters of each fiscal year, the Borrower's relevant quarterly unaudited consolidated or annual audited financial statements pursuant to Section 8.4(b) and (ii) with respect to the last fiscal quarter of each fiscal year, the Borrower's annual audited consolidated financial statements pursuant to Section 8.4(a), and (z) a certificate of the chief financial officer of the Borrower setting forth calculations of the financial information set forth below (the Borrower also hereby agreeing to provide to the Administrative AgentBorrower, simultaneously with the delivery of such certificate, telephonic notice of any Performance Adjustments based upon such calculations)each as described above. The LIBOR Eurodollar Applicable Margin, the Commitment Fee Rate, Margin and the Standby Letter of Credit Fee Base Rate Applicable Margin with respect to any period following any Performance Adjustment Date until the next succeeding Performance Adjustment Date shall be as set forth in the table below on the line furthest down in such table with respect to which the Borrower's ratio of (A) Consolidated Total Funded Debt during which, for the period of four consecutive fiscal quarters most recently ended prior to such possible Performance Adjustment Date Date, both (A) the Borrower's ratio of (1) Consolidated Total Funded Debt for such period to (B2) Consolidated EBITDA for such period, period shall be less than within the range set forth on such line in such table, and (B) the Borrower's ratio of (1) Consolidated EBITDA for such period to (2) Consolidated Total Interest Expense for such period shall be within the range set forth on such line in such table: LIBOR APPLICABLE MARGIN FOR STANDBY LETTER RATIO OF TOTAL FUNDED REVOLVING COMMITMENT OF CREDIT FEE DEBT TO ---------------------------------------------------------------------------------------------------------------- Base Rate Ratio of Eurodollar Applicable Ratio of EBITDA CREDIT LOANS FEE RATE RATE ------------------------------- ------------ Applicable Margin Eurodollar Margin for Base Rate Total Funded to Total for Revolving Applicable Revolving Credit Applicable Debt to Interest Credit Loans and Margin for Loans and Margin for EBITDA Expense Gold Loans Term Loan Gold Loans Term Loan ------ ------- ---------- -------------- --------- ---------- --------- ---------------------------------------------------------------------------------------------------------------- greater less than 3.75:1.00 2.0003.00% 0.3753.50% 2.0001.25% Less 1.75% than or or equal equal to 3.75:1.00 1.500to 4.25:1.0 1.75:1.0 ---------------------------------------------------------------------------------------------------------------- -70- ---------------------------------------------------------------------------------------------------------------- greater greater 2.75% 0.2503.25% 1.5001.00% but greater than 3:00:1.00 Less 1.50% than or than equal to 3.00:1.00 1.2501.75:1.0 4.0:1.0 but less but less than or than equal to 4.25:1.0 2.0:1.0 ---------------------------------------------------------------------------------------------------------------- less greater 2.50% 0.2503.00% 1.250%0.75% 1.25% than than 4.0:1.0 2.0:1.0 ----------------------------------------------------------------------------------------------------------------
Appears in 1 contract
Samples: Gold Consignment Agreement (Commemorative Brands Inc)
Performance Adjustments. Based upon, and following receipt by the Banks Lenders of (a) beginning with the Borrowers' financial statements as hereafter described for the fiscal quarter of the Borrowers ending closest to January 31, 2000, (i) with respect to the first three fiscal quarters of each fiscal year, the Borrower's Borrowers' quarterly unaudited consolidated financial statements pursuant to Section 8.4(b10.4(b) and (ii) with respect to the last fiscal quarter of each fiscal year, the Borrowers' annual audited consolidated financial statements pursuant to Section 8.4(a10.4(a)(i), and (b) a certificate of the chief financial officer of the Borrower Borrowers setting forth calculations of the financial information set forth below, below (the Borrower Borrowers also hereby agreeing to provide to the Administrative Agent, simultaneously with the delivery of such certificate, telephonic notice of any Performance Adjustments based upon such calculations), the LIBOR Eurodollar Applicable Margin, the Commitment Fee Rate and Documentary Letter of Credit Applicable Margin, the Standby Letter of Credit Applicable Margin and the Commitment Fee Rate shall be subject to possible adjustment in accordance with the provisions of this paragraph (each such adjustment, a "Performance Adjustment"). Performance Adjustments shall be become effective (the date of the effectiveness of any Performance Adjustment, a "Performance Adjustment Date") with respect to adjustments to the LIBOR Applicable Margin, the Commitment Fee Rate and the Standby Letter of Credit Fee Rate, three two (32) Business Days following receipt by the Administrative Agent of (yx) (i) with respect to the first three fiscal 57 -50- quarters of each fiscal year, the Borrower's Borrowers' quarterly unaudited consolidated financial statements pursuant to Section 8.4(b10.4(b) and (ii) with respect to the last fiscal quarter of each fiscal year, the Borrower's Borrowers' annual audited consolidated financial statements pursuant to Section 8.4(a10.4(b)(i), and (zy) a certificate of the chief financial officer of the Borrower Borrowers setting forth calculations of the financial information set forth below (the Borrower Borrowers also hereby agreeing to provide to the Administrative Agent, simultaneously with the delivery of such certificate, telephonic notice of any Performance Adjustments based upon such calculations). The LIBOR Eurodollar Applicable Margin, the Commitment Fee RateDocumentary Letter of Credit Applicable Margin, and the Standby Letter of Credit Applicable Margin and the Commitment Fee Rate (the "Pricing") with respect to any period following any Performance Adjustment Date until the next succeeding Performance Adjustment Date shall be as set forth in the table below on the line furthest farthest down in such table with respect to which the Borrower's Borrowers shall have (a) equaled or exceeded the minimum ratio of (A) Consolidated EBITDA to Consolidated Total Funded Debt during Service for the period of four consecutive fiscal quarters most recently ended prior set forth on such line in such table, or (b) Rated Debt shall have a rating as set forth in such table; provided, however, that if the level established by reference to the Rated Debt rating rated by Moodx'x Xxxestors Services, Inc. and the level established by reference to the Rated Debt rating rated by Standard & Poor's Corporation are different, the level shall be the level that is numerically higher of the two levels so established; except that the level established by reference to the Rated Debt rating rated by Moodx'x Xxxestors Service, Inc. and the level established by reference to the Rated Debt rating rated by Standard & Poor's Corporation are more than one level apart, the level shall be the level that is numerically one below the numerically higher of the two levels so established (e.g. if the level established by reference to the Rated Debt rating rated by Moodx'x Xxxestors Service, Inc. is at level 6 and the level established by the reference to the Rated Debt rating rated by Standard & Poor's Corporation is at level 4, the Pricing shall be at level 5). In the event the Borrowers do not have a Rated Debt rating as set forth in the table below, the Pricing shall be as set forth in the table below on the line farthest down in such possible Performance Adjustment Date table with respect to (B) which the Borrowers shall have equaled or exceeded the minimum ratio of Consolidated EBITDA to Consolidated Total Debt Service for such period, shall be less than the ratio period of four consecutive fiscal quarters most recently ended set forth on such line in such table: LIBOR CONSOLIDATED EBITDA TO CONSOLIDATED EURODOLLAR DOCUMENTARY STANDBY TOTAL DEBT APPLICABLE LETTER OF LETTER OF SERVICE BASE RATE MARGIN/ CREDIT CREDIT RATIO/RATED APPLICABLE ACCEPTANCE APPLICABLE APPLICABLE COMMITMENT LEVEL DEBT MARGIN FOR STANDBY LETTER RATIO OF TOTAL FUNDED REVOLVING COMMITMENT OF CREDIT FEE DEBT TO EBITDA CREDIT LOANS RATE MARGIN MARGIN FEE RATE RATE ------------------------------- ------------ ----- -------------- ---------- -------------- greater than 3.75:1.00 2.000---------- ----------- ---------- ---------- 1 >=3.5:1 0.00% 1.375% 0.75% 1.125% 0.35% 2 >=4.5:1 0.00% 1.125% 0.625% 1.00% 0.25% 3 >=6.0:1 0.00% 0.875% 0.50% 0.75% 0.25% 4 >=7.25:1 or 0.00% 0.75% 0.50% 0.75% 0.25% BBB- or Baa3 5 >=8.5:1 or BBB 0.00% 0.625% 0.50% 0.625% 0.20% or Baa2 6 >=10.0:1 or 0.00% 0.50% 0.45% 0.50% 0.15% BBB+ or Baa1 7 >=12.0:1 and 0.00% 0.375% 2.0000.35% Less than 0.375% 0.12% A- or equal to 3.75:1.00 1.500% 0.250% 1.500% but greater than 3:00:1.00 Less than or equal to 3.00:1.00 1.250% 0.250% 1.250%A3
Appears in 1 contract
Performance Adjustments. Based upon, and following receipt by the Banks of (a) beginning with the Borrower's financial statements as hereafter described for the fiscal quarter of the Borrower ending on or about February 28, 1998, (i) with respect to the first three fiscal quarters of each fiscal year, the Borrower's quarterly unaudited consolidated financial statements pursuant to Section 8.4(bss.11.4(b) and (ii) with respect to the last fiscal quarter of each fiscal year, the Borrowers' Borrower's annual audited consolidated financial statements pursuant to Section 8.4(ass.11.4(a), and (b) a certificate of the chief financial officer of the Borrower setting forth calculations of the financial information set forth below, (the Borrower also hereby agreeing to provide to the Administrative Agent, simultaneously with the delivery of such certificate, telephonic notice of any Performance Adjustments based upon such calculations), the LIBOR Base Rate Applicable Margin, the Commitment Fee Rate Margin and the Standby Letter of Credit Fee Rate Eurodollar Applicable Margin shall be subject to possible adjustment in accordance with the provisions of this paragraph (each such adjustment, a "Performance Adjustment"). Performance Adjustments shall be effective (the date of the effectiveness of any Performance Adjustment, a "Performance Adjustment Date") with respect to adjustments to the LIBOR Base Rate Applicable Margin and the Eurodollar Applicable Margin, the Commitment Fee Rate and the Standby Letter of Credit Fee Rate, three (3) Business Days following receipt by the Administrative Agent Agents of (y) (i) with respect to the first three fiscal quarters of each fiscal year, the Borrower's relevant quarterly unaudited consolidated or annual audited financial statements pursuant to Section 8.4(b) and (ii) with respect to the last fiscal quarter of each fiscal year, the Borrower's annual audited consolidated financial statements pursuant to Section 8.4(a), and (z) a certificate of the chief financial officer of the Borrower setting forth calculations of the financial information set forth below (the Borrower also hereby agreeing to provide to the Administrative AgentBorrower, simultaneously with the delivery of such certificate, telephonic notice of any Performance Adjustments based upon such calculations)each as described above. The LIBOR Eurodollar Applicable Margin, the Commitment Fee Rate, Margin and the Standby Letter of Credit Fee Base Rate Applicable Margin with respect to any period following any Performance Adjustment Date until the next succeeding Performance Adjustment Date shall be as set forth in the table below on the line furthest down in such table with respect to which the Borrower's ratio of (A) Consolidated Total Funded Debt during which, for the period of four consecutive fiscal quarters most recently ended prior to such possible Performance Adjustment Date Date, both (A) the Borrower's ratio of (1) Consolidated Total Funded Debt for such period to (B2) Consolidated EBITDA for such period, period shall be less than within the range set forth on such line in such table, and (B) the Borrower's ratio of (1) Consolidated EBITDA for such period to (2) Consolidated Total Interest Expense for such period shall be within the range set forth on such line in such table: LIBOR APPLICABLE MARGIN FOR STANDBY LETTER RATIO OF TOTAL FUNDED REVOLVING COMMITMENT OF CREDIT FEE DEBT TO ----------------------------------------------------------------------------------------------------------------------------- Base Rate Ratio of Eurodollar Applicable Ratio of EBITDA CREDIT LOANS FEE RATE RATE ------------------------------- ------------ ---------- -------------- Applicable Margin Eurodollar Margin for Base Rate Total Funded to Total for Revolving Applicable Revolving Credit Applicable Debt to Interest Credit Loans and Margin for Loans and Margin for EBITDA Expense Gold Loans Term Loan Gold Loans Term Loan ----------------------------------------------------------------------------------------------------------------------------- greater less than 3.75:1.00 2.0003.00% 0.3753.50% 2.0001.25% Less 1.75% than or or equal equal to 3.75:1.00 1.500to 4.25:1.0 1.75:1.0 ----------------------------------------------------------------------------------------------------------------------------- greater greater 2.75% 0.2503.25% 1.5001.00% but greater than 3:00:1.00 Less 1.50% than or than equal to 3.00:1.00 1.2501.75:1.0 4.0:1.0 but less but less than or than equal to 4.25:1.0 2.0:1.0 ----------------------------------------------------------------------------------------------------------------------------- less than greater 2.50% 0.2503.00% 1.250%0.75% 1.25% 4.0:1.0 than 2.0:1.0 -----------------------------------------------------------------------------------------------------------------------------
Appears in 1 contract
Samples: Loan and Gold Consignment Agreement (Commemorative Brands Inc)
Performance Adjustments. Based upon, and following receipt by the Banks Lenders of (a) beginning with the Borrowers' financial statements as hereafter described for the fiscal quarter of the Borrowers ending closest to July 31, 1996, (i) with respect to the first three fiscal quarters of each fiscal year, the Borrower's Borrowers' quarterly unaudited consolidated financial statements pursuant to Section 8.4(b) and (ii) with respect to the last fiscal quarter of each fiscal year, the Borrowers' annual audited consolidated financial statements pursuant to Section 8.4(a), and (b) a certificate of the chief financial officer of the Borrower Borrowers setting forth calculations of the financial information set forth below, (the Borrower Borrowers also hereby agreeing to provide to the Administrative Agent, simultaneously with the delivery of such certificate, telephonic notice of any Performance Adjustments based upon such calculations), the LIBOR Base Rate Applicable Margin, the Commitment Eurodollar Applicable Margin, the Letter of Credit Fee Rate and the Standby Letter of Credit Commitment Fee Rate shall be subject to possible adjustment in accordance with the provisions of this paragraph (each such adjustment, a "Performance Adjustment"). Performance Adjustments shall be effective (the date of the effectiveness of any Performance Adjustment, a "Performance Adjustment Date") with respect to adjustments to the LIBOR Base Rate Applicable Margin, the Commitment Eurodollar Applicable Margin, the Letter of Credit Fee Rate and the Standby Letter of Credit Commitment Fee Rate, three (3) Business Days following receipt by the Administrative Agent of (yx) (i) with respect to the first three fiscal quarters of each fiscal year, the Borrower's Borrowers' 50 -44- quarterly unaudited consolidated financial statements pursuant to Section 8.4(b) and (ii) with respect to the last fiscal quarter of each fiscal year, the Borrower's Borrowers' annual audited consolidated financial statements pursuant to Section 8.4(a), and (zy) a certificate of the chief financial officer of the Borrower Borrowers setting forth calculations of the financial information set forth below (the Borrower Borrowers also hereby agreeing to provide to the Administrative Agent, simultaneously with the delivery of such certificate, telephonic notice of any Performance Adjustments based upon such calculations). The LIBOR Base Rate Applicable Margin, the Commitment Fee RateEurodollar Applicable Margin, and the Standby Letter of Credit Fee Rate and the Commitment Fee Rate with respect to any period following any Performance Adjustment Date until the next succeeding Performance Adjustment Date shall be as set forth in the table below on the line furthest down in such table with respect to which the Borrower's ratio of (A) Consolidated Total Funded Debt during Borrowers shall have equaled or exceeded, for the period of four consecutive fiscal quarters most recently ended prior to such possible Performance Adjustment Date to (B) ended, both the minimum amount of Consolidated EBITDA for such periodand the minimum ratio of Consolidated EBITDA to Consolidated Total Debt Service, shall be less than the ratio set forth on such line in such table: LIBOR CONSOLIDATED EBITDA TO CONSOLIDATED BASE RATE EURODOLLAR LETTER OF CONSOLIDATED TOTAL DEBT APPLICABLE MARGIN FOR STANDBY LETTER RATIO OF TOTAL FUNDED REVOLVING COMMITMENT OF APPLICABLE CREDIT FEE DEBT TO COMMITMENT EBITDA CREDIT LOANS SERVICE RATIO MARGIN MARGIN RATE FEE RATE RATE ------------------------------- ------------ ------------- ---------- -------------- greater than 3.75:1.00 2.000---------- ---------- ----------- $70MM 2.0:1.0 1.00% 2.25% 1.50% 0.50% $90MM 3.0:1.0 0.75% 2.00% 1.25% 0.375% 2.000$100MM 3.5:1.0 0.25% Less than or equal to 3.75:1.00 1.5001.75% 1.00% 0.375% $120MM 4.5:1.0 0.00% 1.50% 0.75% 0.250% 1.500% but greater than 3:00:1.00 Less than or equal to 3.00:1.00 1.250% 0.250% 1.250%
Appears in 1 contract
