Audiovox 2012 Annual Report Download - page 157

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Level Total Leverage Ratio
LIBOR Margin
& L/C Fee Base Rate Margin Commitment Fee
ILess than 1.00 to 1.00 1.25% 0.25% 0.15%
II
Greater than or equal to 1.00 to
1.00 but less than 1.50 to 1.00 1.5% 0.5% 0.2%
III
Greater than or equal to 1.50 to
1.00 but less than 2.00 to 1.00 1.75% 0.75% 0.25%
IV
Greater than or equal to 2.00 to
1.00 but less than 2.50 to 1.00 2% 1% 0.3%
V
Greater than or equal to 2.50 to
1.00 2.25% 1.25% 0.35%
The Applicable Margin shall, in each case, be determined and adjusted quarterly on the first Business Day after the date on
which the Administrative Agent has received from the Company the quarterly financial information (in the case of the first three fiscal
quarters of the Company's fiscal year), the annual financial information (in the case of the fourth fiscal quarter of the Company's fiscal
year)and the certifications required to be delivered to the Administrative Agent and the Lenders in accordance with the provisions of
Sections 5.1(a), 5.1(b) and 5.2(b) (each an “ Interest Determination Date”). Such Applicable Margin shall be effective from such Interest
Determination Date until the next such Interest Determination Date. After the Closing Date, if the Credit Parties shall fail to provide
the financial information or certifications in accordance with the provisions of Sections 5.1(a), 5.1(b) and 5.2(b), the Applicable Margin
shall, on the date five (5) Business Days after the date by which the Credit Parties were so required to provide such financial information
or certifications to the Administrative Agent and the Lenders, be based on Level V until such time as such information or certifications
or corrected information or corrected certificates are provided, whereupon the Level shall be determined by the then current Total
Leverage Ratio. Notwithstanding the foregoing, the initial Applicable Margins shall be set with pricing no lower than that set forth in
Level IV until the financial information and certificates required to be delivered pursuant to Section 5.1 and 5.2 for the first full fiscal
quarter to occur following the Closing Date have been delivered to the Administrative Agent, for distribution to the Lenders. In the
event that any financial statement or certification delivered pursuant to Sections 5.1 or 5.2 is shown to be inaccurate (regardless of
whether this Agreement or the Commitments are in effect when such inaccuracy is discovered), and such inaccuracy, if corrected,
would have led to the application of a higher Applicable Margin for any period (an “ Applicable Period”) than the Applicable Margin
applied for such Applicable Period, the Company shall immediately (a) deliver to the Administrative Agent a corrected compliance
certificate for such Applicable Period, (b) determine the Applicable Margin for such Applicable Period based upon the corrected
compliance certificate, and (c) immediately pay, or cause the other Borrowers to pay, to the Administrative Agent for the benefit of the
Lenders the accrued additional interest and other fees owing as a result of such increased Applicable Margin for such Applicable Period,
which payment shall be promptly distributed by the Administrative Agent to the Lenders entitled thereto. It is acknowledged and agreed
that nothing contained herein shall limit the rights of the Administrative Agent and the Lenders under the Credit Documents, including
their rights under Section 2.8 and Article VII.
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