ServiceMagic 2012 Annual Report Download - page 283

For the purposes of the Pricing Grid, changes in the Applicable Rate and Commitment Fee Rate resulting from
changes in the Consolidated Leverage Ratio shall become effective on the date (the “ Adjustment Date ”) on which financial
statements are delivered to the Lenders pursuant to Section 5.01 and shall remain in effect until the next change to be effected
pursuant to this paragraph. Notwithstanding the foregoing, if any financial statements referred to above are not delivered within the
time periods specified in Section 5.01, then, until the date on which such financial statements are delivered, the highest rate set
forth in each column of the Pricing Grid shall apply. In addition, at all times while an Event of Default shall have occurred and be
continuing, the highest rate set forth in each column of the Pricing Grid shall apply. Each determination of the Consolidated
Leverage Ratio pursuant to the Pricing Grid shall be made in a manner consistent with the determination thereof pursuant to Section
6.10.
“ Prime Rate ” means the rate of interest per annum publicly announced from time to time by JPMorgan Chase
Bank, N.A. as its prime rate in effect at its principal office in New York City; each change in the Prime Rate shall be effective from
and including the date such change is publicly announced as being effective.
“ Priority and Secured Leverage Ratio ” means, as of any date of determination, the ratio of (a) Priority and
Secured Debt as of the last day of the Test Period most recently ended on or prior to such date of determination to (b) Consolidated
EBITDA for such Test Period, in each case with such pro forma adjustments to the amount of “Indebtedness” and “Consolidated
EBITDA” as are appropriate and consistent with the pro forma adjustment provisions set forth in the definitions of “Consolidated
EBITDA” and “Consolidated Leverage Ratio”; provided that the Borrower may elect, pursuant to an Officer’s Certificate delivered
to the Administrative Agent to treat all or any portion of any revolving commitment under any Indebtedness as being incurred and
outstanding at such time and for so long as such revolving commitments remain outstanding (regardless of whether then drawn), in
which case any subsequent incurrence of Indebtedness under such revolving commitment shall not be deemed, for purposes of this
calculation, to be an incurrence at such subsequent time.
“ Priority and Secured Debt ”
means, at any date, the sum of, without duplication (i) the aggregate principal amount
of all Indebtedness of any Non-Loan Parties plus (ii) the aggregate principal amount of all Secured Indebtedness of the Loan
Parties, excluding in each case Indebtedness of the Borrower or any Restricted Subsidiary owed to the Borrower or any Restricted
Subsidiary, all as set forth on the balance sheet of the Borrower and its Restricted Subsidiaries at such date, determined on a
consolidated basis in accordance with GAAP.
“ Priority Indebtedness ” means (i) Indebtedness of any Non-Loan Party (whether secured or unsecured) and (ii)
any Secured Indebtedness of the Loan Parties incurred pursuant to Section 6.01(e).
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Consolidated Leverage Ratio Commitment Fee Rate Applicable Rate for Eurocurrency Loans Applicable Rate for ABR Loans
>2.25:1.00 0.35% 2.00% 1.25%
< 2.25:1.00 but >1.75:1.00 0.30% 1.75% 1.00%
< 1.75:1.00 but >0.75:1.00 0.25% 1.50% 0.50%
< 0.75:1.00 0.20% 1.25% 0.25%