Sunoco 2013 Annual Report Download - page 160

2
Commitment at such time, subject to adjustment as provided in Section 2.20. If the commitment
of each Lender to make Loans and the obligation of each LC Issuer to make LC Credit Extensions
have been terminated pursuant to Section 8.02 or if the Aggregate Commitments have expired, then
the Applicable Percentage of each Lender shall be determined based on the Applicable Percentage
of such Lender most recently in effect, giving effect to any subsequent assignments. The initial
Applicable Percentage of each Lender is set forth opposite the name of such Lender on Schedule
1 or in the Assignment and Assumption or commitment increase agreement pursuant to which such
Lender becomes a party hereto, as applicable.
"Applicable Rate" means, on any day, with respect to any Base Rate Loan, Eurodollar Loan
or facility fees hereunder, respectively, the percent per annum set forth below under the caption
"Base Rate Margin," "Eurodollar Margin," "Swingline Margin" or "Facility Fee Rate," respectively,
based upon the Level corresponding to the Ratings by the Rating Agencies applicable on such date:
Ratings:
(Fitch/Moody’s/S&P) Base Rate Margin Eurodollar Margin/ Swingline Margin Facility Fee Rate
Level 1
>A-/A3/A- 0.0% 0.900% 0.100%
Level 2
BBB+/Baa1/BBB+ 0.0% 1.000% 0.125%
Level 3
BBB/Baa2/BBB 0.075% 1.075% 0.175%
Level 4
BBB-/Baa3/BBB- 0.275% 1.275% 0.225%
Level 5
?BBB-/Baa3/BBB- or
unrated 0.450% 1.450% 0.300%
For purposes of the foregoing, (a) if only one Rating is determined, the Level corresponding
to that Rating shall apply; (b) if there are only two Ratings, then (i) if there is a one Level difference
between the two Ratings, then the Level corresponding to the higher Rating shall be used, and (ii) if
there is a greater than one Level difference between the Ratings, then the Level that is one Level
below the higher Rating will be used; (c) if there are three Ratings, then (i) if all three are at different
Levels, the middle Level shall apply and (ii) if two Ratings correspond to the same Level and the
third is different, the Level corresponding to the two same Levels shall apply; (d) if the Ratings
established or deemed to have been established by the Rating Agencies shall be changed (other than
as a result of a change in the rating system of such Rating Agency), such change shall be effective
as of the date on which it is first announced by the applicable Rating Agency and (e) if no Rating
is determined, Level 5 shall apply. Changes in the Applicable Rate will occur automatically without
prior notice as changes in the applicable Ratings occur, and each change in the Applicable Rate
shall apply during the period commencing on the effective date of such change and ending on the
date immediately preceding the effective date of the next such change.
"Approved Fund" means any Fund that is administered or managed by (a) a Lender, (b) an
Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender.