Cash Flow Test. The Parent will not permit for any period of four consecutive fiscal quarters of the Parent (determined as of the last day of each fiscal quarter of the Parent) EBITDA for such four fiscal quarter period to be less than Cash Requirements for such four fiscal quarter period.
Cash Flow Test. The “Cash Flow Test” shall be satisfied as of any applicable date of determination if the Company and its subsidiaries, on a consolidated basis, shall have generated cash flow from operations for the most recent rolling 12-month period for which financial statements are available, equal to or greater than 1.1 times the anticipated benchmarks for cash flow from operations for such period, as reflected in Exhibit A. Common Stock. Shall mean the common stock, par value $0.0001, of the Company and the stock of any other class into which such shares may hereafter be changed or reclassified.
Cash Flow Test. The ratio of CAFDS to Total Debt Service in respect of each Relevant Period (commencing with the Relevant Period ending on 30 June 2008) shall not be less than 1.00:1.00.
Cash Flow Test. 56 Section 6.15 ERISA Obligations....................................... 56
Cash Flow Test. Permit the Cash Flow Test Ratio to be -------------- less than 1.50 at the end of any period of four consecutive fiscal quarters of GSI.
Cash Flow Test. (i) If the cumulative EBITDA of the Company and --------------- its consolidated subsidiaries for any period commencing on April 1, 1996, and ending on a date on or prior to March 31, 1999, is equal to or greater than $129,250,000, and the Company has not previously made the Contingent Payment in cash or stock to Seller in accordance with the provisions hereof, then the Company shall pay to Seller the Contingent Payment in immediately available funds within 90 days after the end of such period; provided, however, that if on -------- ------- such payment date the Company is subject to a Prohibition, the Company may, to the extent the Company is thereby prohibited from paying the Contingent Payment in cash, make that portion of the Contingent Payment that it is prohibited from paying in cash in the form of shares of Common Stock (valued for this purpose at the Market Value thereof on the payment date); provided further, however, that -------- ------- ------- Seller shall have the right to elect to receive all or a portion of the Contingent Payment in the form of shares of Common Stock rather than cash pursuant to subparagraph (ii) below.
(ii) Seller shall have the right, exercisable at any time during a 10 business day period commencing on the date of receipt by Seller of a CFO's Certificate (as defined in subparagraph (v)) showing that the Contingent Payment is payable, to deliver a notice to the Company that it elects to receive all or a portion of the Contingent Payment in the form of shares of Common Stock (an "EBITDA Test Stock Notice"). If Seller delivers an EBITDA Test Stock Notice within such 10 business day period, then the Company shall issue shares of Common Stock to Seller in an amount equal to $20,000,000, minus the amount of the Contingent Payment not requested to be paid in shares of Common Stock by Seller, with the number of shares to be issued to be determined based on the Market Value, and shall make the amount of the Contingent Payment not requested to be paid in shares of Common Stock in cash (subject to the provisions of subparagraph (i)), in each case within 45 days after determination of the Market Value. If Seller fails to deliver an EBITDA Test Stock Notice within such 10 business day period or if Seller notifies the Company within such 10 business day period that it will not deliver an EBITDA Test Stock Notice, then the Company shall make the Contingent Payment in cash to Seller pursuant to subparagraph (i) above.
(iii) If the Compa...
Cash Flow Test. The Cash Flow Test focuses on whether or not Duck Head should be able to repay its debts as they become absolute and mature (including the debts incurred in the Transaction). This test involves a two-step analysis of Duck Head's fiscal year 2000 to fiscal year 2004 financial projections: (i) examines the financial projections relative to a variety of factors including: historical performance, marketing plans and cost structure, and (ii) analyzes the sensitivity of the projections to changes in key operating variables. Over the past twelve months, Duck Head has made significant changes to its management team, restructured its operations, reduced certain costs and implemented certain marketing plans. As a result of the changes implemented by Duck Head, management's forecast for the business represents an improvement over Duck Head's financial performance over the past several years. Duck Head's financial performance for fiscal year 2000 reflects in part the changes implemented by Duck Head's management and represents an improvement over financial results for fiscal years 1998 and 1999. The sensitivity analysis of Duck Head's projections involved testing a number of underlying operating assumptions, including: revenue growth, operating margins and capital investment requirements. Duck Head's ability to meet its debt obligations was analyzed in the context of varying a number of the operating assumptions. Based on the sensitivity analysis conducted on Duck Head's financial forecast, Duck Head demonstrated an ability to meet its obligations as they came due under a range of financial forecast scenarios.
Cash Flow Test. The Parent will not permit the ratio of EBITDA to Cash Requirements, in each case for any period of four consecutive fiscal quarters of the Parent ending on the last day of any fiscal quarter of the Parent set forth below (determined as of the last day of such fiscal quarter), to be less than the ratio set forth below opposite such fiscal quarter: Fiscal Quarter(s) Ending Coverage Ratio ------------------------ -------------- October 31, 1998 through January 29, 2000 .65 to 1.00 April 29, 2000 through October 28, 2000 .70 to 1.00 February 3, 2001 and each fiscal quarter thereafter .75 to 1.00
(r) Section 9.25 of the Loan and Security Agreement is hereby amended by deleting such Section in its entirety and substituting therefor the following:
Cash Flow Test. 87 9.25 Cleanup......................................................... 87 9.26
Cash Flow Test. Permit the Cash Flow Test Ratio, -------------- applicable to each quarter of GSI independently (and not in relation to four consecutive quarters as had previously been the case) to be less than 1.00 at the quarter ending June 30, 1996; less than 1.40 at the quarter ending September 30, 1996, less than 1.50 at each quarter ending December 31, 1996 and March 31, 1997; thereafter, from the quarter ending June 30, 1997 through the Maturity Date, not permit the Cash Flow Ratio Test to be less than 1.50 at the end of any period of four consecutive fiscal quarters of GSI; provided however, that the ---------------- Cash Flow Ratio Test shall not be applied at all to GSI's quarter ending March 31, 1996."
3. In consideration of the Lenders' agreeing to enter into this Amendment No. 2, on or before the effective date hereof Borrower shall pay to the Agent for the benefit of and disbursement to the Lenders, an amendment fee of $3,500 of which $2,187.50 is payable to PNC and $1,312.50 is payable to First Union.
4. In order to induce the Lenders to enter into this Amendment No. 2, the Borrower makes the following representations and warranties which shall survive the execution and delivery hereof:
(a) All of the representations made by or on behalf of the Borrower in the Credit Agreement are true on and as of the date hereof;
(b) This Amendment No. 2 has been duly authorized, executed and delivered by the Borrower;
(c) Neither the execution and delivery of this Amendment No. 2 by the Borrower, nor consummation by the Borrower of the transactions herein contemplated, nor compliance by the Borrower with the terms, conditions and provisions hereof will conflict with or result in a breach of any of the terms, conditions or provisions of (i) the Borrower's Certificate of Incorporation or By-Laws, (ii) any agreement or instrument to which the Borrower is now a party or by which the Borrower, or to which the property of the Borrower, is, or may be, bound, or constitute a default thereunder, or result thereunder in the creation or imposition of any security interest, mortgage, lien, charge or encumbrance or any nature whatsoever upon any of the properties or assets of the Borrower, or (iii) any judgment or order, writ, injunction or decree of any court; and
(d) No action of, or filing with, any governmental or public body or authority is required to authorize, or is otherwise required in connection with, the execution, delivery and performance of this Amendment No. 2 by the B...
