Amendment to Definition of EBITDA. The definition of the term EBITDA set forth in Section 1.1 of the Credit Agreement is hereby amended and restated (effective as of the date of this Amendment) to read in its entirety as follows: EBITDA means, for any period, Consolidated Net Income for such period plus (without duplication), in each case to the extent deducted in determining such Consolidated Net Income in such period, (i) Interest Expense, (ii) income tax expense and franchise tax expense (to the extent in lieu of income tax expense), (iii) depreciation and amortization, (iv) non-cash charges (if any) under FAS No. 142 regarding the impairment of goodwill, (v) other non-cash impairment charges with respect to long-term assets (for the avoidance of doubt there is no “add-back” under this clause (v) or any other clause of this definition for any increases in the reserves with respect to inventory or accounts receivable or for any write-off with respect to inventory or accounts receivable), (vi) non-cash write offs of previously capitalized financing costs, (vii) restructuring charges or restructuring expenses (whether cash or non-cash) incurred by the Parent or its Subsidiaries with respect to (a) the closure or consolidation of plants or offices, (b) rent reserves for closed or consolidated plants or offices and (c) severance payments for employees terminated as part of a general downsizing, (viii) establishment or increase in reserves for uninsured litigation claims provided that the aggregate add-back under this clause (viii) shall not exceed $100,000 for such period, (ix) non-cash expenses (if any) resulting from the grant by the Parent of Capital Securities (including options and the Warrants), (x) non-capitalized one-time out-of-pocket fees (including the Amendment Fee (as defined in Amendment No. 5) and any fees payable pursuant to the Agent Fee Letter in connection with Amendment No. 5) and legal and financial advisor expenses, not to exceed $998,000 in the aggregate for purposes of this clause (x), incurred (in such period) by the Parent and its Subsidiaries in connection with the negotiation, execution and delivery of Amendment No. 5 and any documents prepared and delivered in connection therewith or any term sheet relating thereto (such one-time fees and expenses, the “Fifth Amendment Expenses”), (xi) to the extent paid by the Borrowers and not capitalized, the $20,000 waiver fee under Amendment No. 6 and the legal fees of the Administrative Agent incurred in connection with Amen...
Amendment to Definition of EBITDA. The definition of “EBITDA” set forth in Section 1.01 of the Credit Agreement is hereby amended to read in full as follows:
Amendment to Definition of EBITDA. The definition of “EBITDA” contained in Section 1.1 of the Loan Agreement is hereby amended from and after the date hereof by deleting such definition in its entirety and replacing it with the following:
Amendment to Definition of EBITDA. The definition of "EBITDA" set forth in Section 1 of the Financing Agreement is hereby amended to read as follows:
Amendment to Definition of EBITDA. The definition of "EBITDA" in Section 1.1 of the Loan Agreement is hereby amended by inserting the following phrase at the end of such definition: "In the event the Borrower sells its 52% interest in APW (Singapore) Pte. Ltd., EBITDA will be adjusted by excluding any non-cash charge related to such sale, up to $1,900,000, for such period."
Amendment to Definition of EBITDA. The sentence in the first indented paragraph of Section 5 of the Loan Agreement, defining the term “EBITDA” is hereby restated to read as follows:: EBITDA is defined as the sum of (a) net income for such period plus (b) an amount which, in the determination of net income for such period, has been deducted for (i) interest expense (including the interest component under capital lease obligations) (ii) total federal, state and other income taxes (iii) depreciation and amortization expense and (iv) non-recurring acquisition expenses, all as determined with GAAP. Any references to “EBITDA” set forth in the Loan Agreement, the other Loan Documents and any related agreement, instrument, filing, document or other papers shall henceforth be deemed amended, mutatis mutandis, to reflect the above revision.
Amendment to Definition of EBITDA. The definition of “EBITDA” in the Loan Agreement permits the Company and its Subsidiaries to add back to EBITDA certain fees and expenses of advisors and independent consultants subject to certain dollar caps set forth in such definition. Obligors have advised Agent and the Lenders that Obligors have incurred, and expect to continue to incur, fees and expenses for services performed and to be performed by advisors (including legal counsel) and independent consultants in excess of the dollar caps set forth in the definition of EBITDA. At the request of Obligors, notwithstanding anything to the contrary set forth in the Loan Agreement, Agent and Lenders hereby consent to the Company and its Subsidiaries adding back to EBITDA, in addition to those amounts currently permitted to be added back to EBITDA, additional costs and expenses of advisors (including legal counsel) and independent consultants incurred during the period from January 1, 2022 through July 2, 2022 in an aggregate amount not to exceed $1,000,000.
Amendment to Definition of EBITDA. The definition of "EBITDA" in Section 1.1 of the Agreement is hereby amended and restated in its entirety as follows:
Amendment to Definition of EBITDA. The last sentence and paragraph following immediately after clause (E) of the definition of “EBITDA” contained in Section 1.02 of the Credit Agreement is hereby amended and restated in its entirety to read in full as follows: For the purposes of calculating EBITDA for any Rolling Period for any determination of the Consolidated Total Leverage Ratio, if at any time during such Rolling Period any Credit Party shall have made any Material Disposition (other than a sale by the Borrower of common units in GP Holdings or a sale by GP Holdings of any Equity Interests in Midstream MLP) or Material Acquisition, the EBITDA for such Rolling Period shall be calculated after giving pro forma effect thereto as if such Material Disposition or Material Acquisition had occurred on the first day of such Rolling Period, such pro forma adjustments to be acceptable to the Administrative Agent and the Borrower. For purposes of calculating EBITDA for any Rolling Period for any purpose hereunder, if at any time during such Rolling Period any Credit Party or GP Holdings shall have made any Material Disposition in respect of the sale by the Borrower of common units in GP Holdings or a sale by GP Holdings of any Equity Interests in Midstream MLP, the EBITDA for such Rolling Period shall be calculated giving pro forma effect thereto as if such Material Disposition had occurred on the first day of such Rolling Period (i.e. EBITDA shall be calculated as if the cash distributions received by the Credit Parties from GP Holdings during such period had been reduced to reflect the percentage of Equity Interests in GP Holdings that the Credit Parties own immediately after giving effect to such Material Disposition (in the case of the sale of common units in GP Holdings by the Borrower) and/or as if the cash distributions received by the Credit Parties from GP Holdings had been reduced to reflect the percentage of Equity Interests in Midstream MLP that GP Holdings owns immediately after giving effect to such Material Disposition (in the case of the sale of Equity Interests in Midstream MLP by GP Holdings)), in each case with such pro forma adjustments being acceptable to the Administrative Agent and the Borrower.
Amendment to Definition of EBITDA in Section 1.01. The ------------------------------------------------- following is added to the end of the definition of "EBITDA": Notwithstanding the foregoing, to the extent the following write-offs or reserves have reduced EBITDA, EBITDA (i) will be increased retroactively in the second quarter of fiscal year 2001, by $9,800,000 for historical receivables reserves or write-offs attributable to emerging telecommunications and data company customers, and (ii) may be increased, at the Company's option, in the third and fourth quarter of fiscal year 2001 and the first quarter of fiscal year 2002, by up to $21,000,000 related to future receivables write-offs or reserves from a schedule of $25,700,000 of doubtful or uncollectible receivables previously disclosed to the Administrative Agent in writing. To the extent receivables referred to above are written-off or reserved (and EBITDA is increased to add back such write offs or reserves as provided above) but later collected, the positive effect on EBITDA of such amount of cash collected shall be excluded in calculating EBITDA for the periods in which collected.
