Applicable Percentage

Applicable Percentage. Shall mean, for any day, the rate per annum set forth below opposite the applicable level (the "Level") then in effect, it being understood that the Applicable Percentage for (i) Revolving Loans and Tranche A Term Loans which are Alternate Base Rate Loans shall be the percentage set forth under the column "Alternate Base Rate Margin for Revolving Loans and Tranche A Term Loans", (ii) Revolving Loans and Tranche A Term Loans which are LIBOR... Rate Loans shall be the percentage set forth under the column "LIBOR Rate Margin for Revolving Loans, Tranche A Term Loans and the Letter of Credit Fee", (iii) Tranche B Term Loans which are Alternate Base Rate Loans shall be the percentage set forth under the column "Alternate Base Rate Margin for Tranche B Term Loan," (iv) Tranche B Term Loans which are LIBOR Rate Loans shall be the percentage set forth under the column "LIBOR Rate Margin for Tranche B Term Loans", (v) the Letter of Credit Fee shall be the percentage set forth under the column "LIBOR Rate Margin for Revolving Loans, Tranche A Term Loans and Letter of Credit Fee" and (vi) the Commitment Fee shall be the percentage set forth under the column "Commitment Fee": LIBOR Rate Alternate Margin for Base Rate Revolving Loans, Alternate Margin for Tranche A Base Rate LIBOR Rate Revolving Loans Term Loans Margin for Margin for Leverage and Tranche A and Letter of Tranche B Tranche B Level Ratio Term Loans Credit Fee Term Loans Term Loans Commitment Fee - ---------------- ---------------------- ----------------- ----------------- --------------- --------------- ----------------- I > or = to 4.00 to 1.0 1.50% 2.75% 1.50% 2.75% 0.50% II < 4.00 to 1.0 1.25% 2.50% 1.25% 2.50% 0.50% but > or = to 3.50 to 1.0 III < 3.50 to 1.0 1.00% 2.25% 1.00% 2.25% 0.50% but > or = to 3.00 to 1.0 IV < 3.00 to 1.0 0.75% 2.00% 1.00% 2.25% 0.50% but > or = to 2.50 to 1.0 V < 2.50 to 1.0 0.50% 1.75% .75% 2.00% 0.375% but > or = to 2.00 to 1.0 VI < 2.00 to 1.0 0.25% 1.50% .75% 2.00% 0.375% 2 The Applicable Percentage shall, in each case, be determined and adjusted quarterly on the date (each an "Interest Determination Date") three (3) Business Days after the earlier of the date on which the Borrower provides or is required to provide to the Administrative Agent the annual or quarterly financial information and certifications in accordance with the provisions of Sections 5.1(a), 5.1(b) and 5.2(c). Such Applicable Percentage shall be effective from such Interest Determination Date until the next such Interest Determination Date. The initial Applicable Percentages on the Funding Date shall be based on Level II (or Level I, if applicable) until June 21, 2002. After the Funding Date, if the Borrower shall fail to provide the annual or quarterly financial information and certifications in accordance with the provisions of Sections 5.1(a), 5.1(b) and 5.2(c), the Applicable Percentage from such Interest Determination Date shall, on the date five (5) Business Days after the date by which the Borrower was so required to provide such financial information and certifications to the Administrative Agent and the Lenders, be based on Level I until such time as the date which is three (3) Business Days after the date such information and certifications are provided, whereupon the Level shall be determined by the then current Leverage Ratio. View More

Applicable Percentage. Means (i) with respect to any Liquidity Event occurring prior to the fourth anniversary of the Effective Date, the percentage set forth on Annex A-1 hereto opposite the Net MSCP Exit Multiple (as such Net MSCP Exit Multiple is calculated immediately after giving effect to such Liquidity Event) and (ii) with respect to any Liquidity Event occurring on or following the fourth anniversary of the Effective Date, the percentage set forth on Annex A-2 hereto opposite the Net MSCP... IRR (as such Net MSCP IRR is calculated immediately after giving effect to such Liquidity Event); provided that if the calculated value of the Net MSCP Exit Multiple or Net MSCP IRR, as the case may be, falls between any two of the values set forth on Annex A-1 or A-2, respectively, the Applicable Percentage shall be determined by taking the lesser of the two Applicable Percentages set forth opposite such two values. View More

Applicable Percentage. Shall mean, for any day (a) with respect to any Eurodollar Term Loan, 6.25%, or (b) with respect to any ABR Term Loan, 5.25%.

Applicable Percentage. Except as provided otherwise in the next sentence, the term "Applicable Percentage" shall mean: (i) 0% during the one-year period commencing on the Closing Date (ii) 20% during the one-year period commencing on the first anniversary of the Closing Date; (iii) 40% during the one-year period commencing on the second anniversary of the Closing Date; (iv) 60% during the one-year period commencing on the third anniversary of the Closing Date; (v) 80% during the one-year period commencing on the... fourth anniversary of the Closing Date; and (vi) 100% on and after the fifth anniversary of the Closing Date. Notwithstanding the foregoing, (A) immediately prior to and after the occurrence of a Sale of the Company, such Applicable Percentage shall mean 100%, and (B) in the case of a termination of employment described in Section 7.2(a)(iii)(B), such Applicable Percentage in clauses (i), (ii) and (iii) shall be 0%, and in clauses (iv) and (v) and (vi) shall be 40%, 75% and 100%, respectively. View More

Applicable Percentage. Means for any day, the rate per annum set forth below opposite the applicable Consolidated Leverage Ratio then in effect, it being understood that the Applicable Percentage for (i) Base Rate Loans shall be the percentage set forth under the column "Base Rate Margin", (ii) Eurocurrency Loans and the Letter of Credit Fee shall be the percentage set forth under the column "Eurocurrency Margin and Letter of Credit Fee" and (iii) the Commitment Fee shall be the percentage set forth under the column... "Commitment Fee". Pricing Consolidated Base Rate Eurocurrency Commitment Level Leverage Margin Margin and Letter of Fee Ratio Credit Fee ------------- ---------------------- ----------------- ---------------------- --------------- I > 1.75 0.50% 2.25% 0.40 % II > 1.25 but <= 1.75 0.25% 2.00% 0.375% III > 0.75 but <= 1.25 0% 1.75% 0.35 % IV > 0.25 but <= 0.75 0% 1.50% 0.325% V <= 0.25 0% 1.25% 0.30 % The Applicable Percentage shall be determined and adjusted quarterly on the date five (5) Business Days after the date by which the annual and quarterly compliance certificates and related financial statements and information are required in accordance with the provisions of Sections 7.1(a) and (b) and Section 7.2(b), as appropriate (each date of a rate change as described in the sentence hereafter referred to as a "Rate Determination Date"); provided that (i) the current Applicable Percentages shall be based on Pricing Level V, shall be effective on the Amendment No. 1 Effective Date and shall be adjusted as shown above based on the Consolidated Leverage Ratio; and (ii) in the event an annual or quarterly compliance certificate and the related financial statements and information are not delivered timely by the date required by the provisions of Sections 7.1(a) and (b) and Section 7.2(b), as appropriate, the Applicable Percentages shall be based on Pricing Level I until such time as an appropriate compliance certificate and the related financial statements and information are delivered, whereupon the applicable Pricing Level shall be adjusted based on the information contained in such compliance certificate and related financial statements and information. The Applicable Percentage shall be effective from a Rate Determination Date until the next such Rate Determination Date. The Agent shall determine the appropriate Applicable Percentages in the pricing matrix that is based on the Consolidated Leverage Ratio promptly upon receipt of the quarterly or annual compliance certificate and related financial information and shall promptly notify the Borrower and the Lenders of any change thereof. Such determinations by the Agent shall be conclusive absent manifest error. Adjustments in the Applicable Percentages shall be effective as to existing Extensions of Credit as well as new Extensions of Credit made thereafter. View More

Applicable Percentage. Shall mean, for Eurodollar Loans, Base Rate Loans and Unused Line Fees, the appropriate applicable percentages corresponding to the Leverage Ratio in effect as of the most recent Calculation Date (as defined below) as shown below: - -------------------------------------------------------------------------------- Tier Leverage Applicable Applicable Applicable Levels Ratio Percentage for Percentage for ... Percentage for Eurodollar Base Rate Unused Line Loans Loans Fee - -------------------------------------------------------------------------------- 1 > 5.0 to 1.0 3.00% 1.75% .375% - 2 > 4.5 to 1.0 but 2.75% 1.50% .375% - < 5.0 to 1.0 - 3 > 4.0 to 1.0 but 2.50% 1.25% .375% - < 4.5 to 1.0 - 4 > 3.5 to 1.0 but 2.25% 1.00% .25% - < 4.0 to 1.0 - 5 < 3.5 to 1.0 2.00% .75% .25% - Each Applicable Percentage shall be determined and adjusted quarterly on the date (each a "Calculation Date") five (5) Business Days after the date on which the Borrower provides the quarterly officer's certificate for each fiscal quarter in accordance with the provisions of Section 7.1(d); provided, however, that: (i) 2 commencing on the Second Amendment Date, the Applicable Percentages shall be based on Tier Level 3 of the pricing grid shown above and shall remain at this Tier Level 3 until the first Calculation Date subsequent to June 30, 2003; and, thereafter, the Tier Level shall be determined by the then current Leverage Ratio; and (ii) if the Borrower fails to provide the officer's certificate to the Administrative Agent for any fiscal quarter as required by and within the time limits set forth in Section 7.1(d), each Applicable Percentage from the applicable date of such failure shall be based on Tier Level 1 until five (5) Business Days after an appropriate officer's certificate is provided, whereupon the Tier Level shall be determined by the then current Leverage Ratio. Except as set forth above, each Applicable Percentage shall be effective from one Calculation Date until the next Calculation Date. View More

Applicable Percentage. Shall mean, for purposes of calculating (i) the applicable interest rate for any day for any Eurodollar Revolving Loan or the applicable rate of the Standby Letter of Credit Fees, (ii) the applicable interest rate for any day for any Eurodollar Term Loan, (iii) the applicable interest rate for any Base Rate Loan, and (iv) the applicable rate of the Facility Fee for any day for purposes of Section 3.5(b), the appropriate applicable percentage set forth in the table below corresponding to the... Leverage Ratio as of the most recent Calculation Date: - -------------------------------------------------------------------------------------------------------------------- Applicable Percentage for Applicable Eurodollar Revolving Percentage for Applicable Applicable Pricing Total Loans and Standby Eurodollar Term Loans Percentage Percentage Level Leverage Ratio Letter of Credit Fees and Acquisition Loans For Base Rate Loans For Facility Fees - ---------------------------------------------------------------------------------------------------------------------- I 1.0 to 1.0 1.00% 1.50% 0.0% 0.30% - ---------------------------------------------------------------------------------------------------------------------- II 1.5 to 1.0 but 1.15% 1.75% 0.0% 0.35% > 1.0 to 1.0 - ---------------------------------------------------------------------------------------------------------------------- III 2.0 to 1.0 but 1.35% 2.00% 0.0% 0.40% > 1.5 to 1.0 - ---------------------------------------------------------------------------------------------------------------------- IV 2.5 to 1.0 but 1.60% 2.25% 0.0% 0.45% >2.0 to 1.0 - ---------------------------------------------------------------------------------------------------------------------- 3 Each Applicable Percentage shall be determined and adjusted quarterly on the date (each a "Calculation Date") five (5) Business Days after the date by which the Borrower is required to provide an officer's certificate in accordance with the provisions of Section 6.1 (c) for the most recently ended fiscal quarter of the Borrower; provided, that if the Borrower fails to provide the officer's certificate to the Agency Services Address as required by Section 6.1(c) for the most recently ended fiscal quarter of the Borrower preceding the applicable Calculation Date, the Applicable Percentage from such Calculation Date shall be based on Pricing Level IV (as shown above) until the date five Business Days following such time as an appropriate officer's certificate is provided, whereupon the Pricing Level shall be determined by the Leverage Ratio as of the last day of the most recently ended fiscal quarter of the Borrower preceding such Calculation Date. Each Applicable Percentage shall be effective from one Calculation Date until the next Calculation Date. Any adjustment in the Applicable Percentages shall be applicable to all Loans then existing or subsequently made or issued. Notwithstanding the foregoing, the Applicable Percentage for Eurodollar Revolving Loans, Standby Letter of Credit Fees, Eurodollar Term Loans, Acquisition Loans and Base Rate Loans as set forth in the foregoing table shall, in each instance, be increased by 0.75% until such time as it is adjusted effective on a Calculation Date upon which the Fixed Charge Coverage Ratio as of the last day of the prior fiscal quarter of the Borrower is greater than 1.55 to 1.00. View More

Applicable Percentage. Shall mean the "Applicable Percentage" specified with respect to the performance levels for the Performance Metric, or to the extent that the Company's performance falls between two levels set forth on the table above, linear interpolation shall apply. In the event that the Company's performance does not meet the "Threshold" requirements for a Performance Metric in the table above, no award shall be earned with respect to such Performance Metric. In the event that the Company's performance... exceeds the "Maximum" for a Performance Metric, such Performance Metric shall be capped at the "Maximum" amount. View More

Applicable Percentage. Means the percentage of the Aggregate Excess EBITDA allocated to the Participant, as set forth in the Award Notice.

Applicable Percentage. Means that percentage listed on Schedule "A" attached hereto which is adjacent to the number of complete years (with a "year" being the performance of personal services for or on behalf of the Company as an employee for a period of 365 days) which have elapsed starting from the Effective Date of this Agreement and ending on the date the Executive's employment is terminated for purposes of this Agreement. In the event that the Executive's employment with the Company is terminated other... than by reason of death, disability, retirement or voluntary termination on the part of the Executive, Executive shall be deemed for purposes of determining the number of complete years to have completed a year of service in its entirety for any partial year of service after the last anniversary date of the Effective Date during which the Executive's employment is terminated. View More