Consolidated Leverage Ratio of greater than or equal to 1.50 to 1.00 and less
than 2.00 to 1.00.
(II)
UPON DELIVERY OF THE PRICING CERTIFICATE BY COMPANY TO
ADMINISTRATIVE AGENT PURSUANT TO SUBSECTION 6.1(IV), THE BASE RATE MARGIN AND
THE LIBOR MARGIN SHALL AUTOMATICALLY BE ADJUSTED IN ACCORDANCE WITH SUCH PRICING
CERTIFICATE, SUCH ADJUSTMENT TO BECOME EFFECTIVE ON THE THIRD SUCCEEDING
BUSINESS DAY FOLLOWING THE RECEIPT BY ADMINISTRATIVE AGENT OF SUCH PRICING
CERTIFICATE (SUBJECT TO THE PROVISIONS OF THE FOREGOING CLAUSE (I)); PROVIDED
THAT, IF AT ANY TIME A PRICING CERTIFICATE IS NOT DELIVERED AT THE TIME REQUIRED
PURSUANT TO SUBSECTION 6.1(IV), FROM THE TIME SUCH PRICING CERTIFICATE WAS
REQUIRED TO BE DELIVERED UNTIL THE FIRST BUSINESS DAY SUCCEEDING DELIVERY OF
SUCH PRICING CERTIFICATE, THE APPLICABLE MARGINS SHALL BE THE MAXIMUM PERCENTAGE
AMOUNT FOR THE RELEVANT LOAN SET FORTH IN SCHEDULE 2.2.
(III)
SUBJECT TO THE PROVISIONS OF SUBSECTIONS 2.2E, 2.2G AND 2.7, THE
SWING LINE LOANS SHALL BEAR INTEREST THROUGH MATURITY AT THE SUM OF THE BASE
RATE PLUS THE APPLICABLE SWING LINE LOAN MARGIN SET FORTH IN SCHEDULE 2.2
ANNEXED HERETO OPPOSITE THE APPLICABLE CONSOLIDATED LEVERAGE RATIO FOR THE MOST
RECENT FOUR FISCAL QUARTER PERIOD FOR WHICH THE APPLICABLE PRICING CERTIFICATE
HAS BEEN DELIVERED PURSUANT TO SUBSECTION 6.1(IV); PROVIDED THAT, UNTIL THE
FIRST DELIVERY AFTER THE CLOSING DATE OF THE PRICING CERTIFICATE BY COMPANY TO
ADMINISTRATIVE AGENT PURSUANT TO SUBSECTION 6.1(IV), THE SWING LINE LOAN MARGIN
SHALL BE THAT PROVIDED IN SCHEDULE 2.2 FOR A CONSOLIDATED LEVERAGE RATIO OF
GREATER THAN OR EQUAL TO 1.50 TO 1.00 AND LESS THAN 2.00 TO 1.00.
(IV)
IF, AS A RESULT OF ANY RESTATEMENT OF OR OTHER ADJUSTMENT TO THE
FINANCIAL STATEMENTS OF HOLDINGS, COMPANY OR THEIR SUBSIDIARIES OR FOR ANY OTHER
REASON, COMPANY OR THE LENDERS DETERMINE THAT (A) THE CONSOLIDATED LEVERAGE
RATIO AS CALCULATED BY COMPANY AS OF ANY APPLICABLE DATE WAS INACCURATE AND (B)
A PROPER CALCULATION OF SUCH CONSOLIDATED LEVERAGE RATIO WOULD HAVE RESULTED IN
HIGHER PRICING FOR SUCH PERIOD,
47
COMPANY SHALL IMMEDIATELY AND RETROACTIVELY BE OBLIGATED TO PAY TO
ADMINISTRATIVE AGENT FOR THE ACCOUNT OF THE APPLICABLE LENDERS OR THE ISSUING
LENDER, PROMPTLY ON DEMAND BY ADMINISTRATIVE AGENT (OR, AFTER THE OCCURRENCE OF
AN ACTUAL OR DEEMED ENTRY OF AN ORDER FOR RELIEF WITH RESPECT TO COMPANY UNDER
THE BANKRUPTCY CODE, AUTOMATICALLY AND WITHOUT FURTHER ACTION BY ADMINISTRATIVE
AGENT, ANY LENDER OR ISSUING LENDER), AN AMOUNT EQUAL TO THE EXCESS OF THE
AMOUNT OF INTEREST AND FEES THAT SHOULD HAVE BEEN PAID FOR SUCH PERIOD OVER THE
AMOUNT OF INTEREST AND FEES ACTUALLY PAID FOR SUCH PERIOD.
THIS SUBSECTION
2.2A(IV) SHALL NOT LIMIT THE RIGHTS OF ADMINISTRATIVE AGENT, ANY LENDER OR
ISSUING LENDER, AS THE CASE MAY BE, UNDER OTHER SUBSECTIONS OF THIS AGREEMENT.
COMPANY'S OBLIGATIONS UNDER THIS SUBSECTION 2.2A(IV) SHALL SURVIVE THE
TERMINATION OF THE REVOLVING LOAN COMMITMENTS AND THE REPAYMENT OF ALL OTHER
OBLIGATIONS HEREUNDER.
B.
INTEREST PERIODS.
IN CONNECTION WITH EACH LIBOR LOAN, COMPANY
MAY, PURSUANT TO THE APPLICABLE NOTICE OF