Annualized EBITDA. The Borrower and the Operating Subsidiaries will not permit Annualized EBITDA at the end of any of the calendar quarters set forth on Schedule 10.3 to be less than the amount set forth opposite such date on such Schedule.
Annualized EBITDA. 86 Section 10.4
Annualized EBITDA. At any date of determination, the product of (a) the sum (determined without duplication in accordance with generally accepted accounting principles ("GAAP"), consistently applied and consistent with Seller's financial statements) of the following: (i) the aggregate gross operating revenue for the six (6) most recently consecutive completed months derived in the ordinary course of business in respect of the Systems (including revenues arising from second outlets and remotes and advertising revenues, and including pay-per-view revenues and installation fees, but excluding interest income, programming launch incentives and extraordinary items) minus (ii) all operating expenses for such period, including, without limitation, technical, programming (no credit shall be given for launch incentives), selling and general administration expenses, and management fees, but excluding (to the extent included in operating expenses) interest expense, amortization, depreciation, income and withholding taxes, other non-cash charges and extraordinary gains or losses plus (iii) to the extent included in operating expenses, actual management fees paid, said amount not to exceed the lesser of: (x) three and one-half percent (3 1/2 %) of Seller's gross operating revenue for such period; or (y) the sum of $400,000, plus (iv) to the extent included in operating expenses, actual home office expenses for Seller's headquarters in Pittsburgh, Pennsylvania, said amount not to exceed $100,000, times (b) two (2).
Annualized EBITDA. As of any date of determination, EBITDA for the two ----------------- most recently completed fiscal quarters (including the fiscal quarter ending on such date of determination) multiplied by two.
Annualized EBITDA. For any fiscal quarter, (a) Location Cash Flow derived from the DBS Subsidiaries for such fiscal quarter, multiplied by four (4), plus (b) Location Cash Flow derived from the other Subsidiaries for such fiscal quarter and the immediately preceding three (3) fiscal quarters minus (c) corporate overhead charges for all of the Borrower's Subsidiaries for such fiscal quarter and the immediately preceding three (3) fiscal quarters (including Management Fees), all determined on a Consolidated basis in accordance with GAAP.
Annualized EBITDA. Neither Holdings nor the Borrower will permit the Annualized EBITDA of Holdings and its Consolidated Subsidiaries (including, without limitation, the Borrower) for any of the calendar quarters set forth on Schedule 10.5 to be less than the amount set forth opposite such date on such Schedule.
Annualized EBITDA. For any fiscal quarter, EBITDA for such fiscal quarter MULTIPLIED BY four (4).
Annualized EBITDA. Until June 29, 2003, the Borrower ----------------- will not permit Annualized EBITDA at the end of any calendar quarter during any of the periods set forth below to be less than the amount set forth opposite such date: Period Annualized EBITDA ------ ----------------- From the Effective Date through September 30, 2000 ($24,270,000) From October 1, 2000 through December 31, 2000 ($30,600,000) From January 1, 2001 through March 31, 2001 ($38,940,000) From April 1, 2001 through June 30, 2001 ($31,260,000) From July 1, 2001 through September 30, 2001 ($45,250,000) From October 1, 2001 through December 31, 2001 ($61,100,000) From January 1, 2002 through March 31, 2002 ($50,760,000) From April 1, 2002 through June 30, 2002 ($21,090,000) From July 1, 2002 through September 30, 2002 ($8,510,000) From October 1, 2002 through December 31, 2002 ($10,880,000) From January 1, 2003 through June 29, 2003 $1,150,000"
(c) Amendment to Section 10.5. Section 10.5, Wireless Subscribers, ------------------------- -------------------- of the Credit Agreement is hereby amended by deleting such Section in its entirety and by substituting in lieu thereof the following:
Annualized EBITDA. As of any date of determination, with respect to the Borrower, the (i) Borrower EBITDA (on a consolidated basis) for the period consisting of the prior six consecutive months, ending with the most-recently completed month, multiplied by two, plus (ii) expenses reasonably incurred in connection with any Acquisitions within such six month period, plus (iii) Acquired EBITDA relating to Permitted Acquisitions within such six month period. Anti-Terrorism Order. The Executive Order 13224 issued on September 24, 2001. Applicable Margin. As of any date, with respect to Base Rate Loans, LIBOR Loans, or Commitment Fees, the applicable percentage set forth below opposite the applicable Total Debt Service Coverage Ratio, as described in Section 6.2 hereof, in effect at such date, provided, however that during the period from the Closing Date until receipt of Borrower’s first quarterly Compliance Certificate, the Total Debt Service Coverage Ratio shall be deemed to be less than 2.0 for purposes of determining the Applicable Margin: > 2.0 0.50% 2.50% < 2.0 1.00% 3.00% If any Compliance Certificate has not been delivered to the Lender within the time periods specified by Section 5.01(d), then the highest rate set forth above shall apply until the second Business Day following receipt of such Compliance Certificate. Notwithstanding the foregoing, no downward adjustment of the Applicable Margin hereunder shall be permitted unless (A) all of the required financial statement for the applicable period and the Compliance Certificate have been delivered to the Lender; and (B) there shall not exist any Event of Default at the time of such downward adjustment; provided, however, any such downward adjustment shall become effective as such time as the Borrower has cured any such Event of Default to the reasonable satisfaction of the Lender. The determination of the Applicable Margin hereunder shall be based upon the receipt of the Compliance Certificate.
Annualized EBITDA. Anything in this Section 10 to the contrary notwithstanding, for the fiscal quarter ending September 30, 2014 and each of the next three succeeding fiscal quarters, EBITDA shall be determined by annualizing EBITDA for the fiscal quarter ending on September 30, 2014 and each fiscal quarter that has elapsed thereafter.
