Certain Pro Forma Calculations. (a) For the purposes of calculating Consolidated EBITDA for any Test Period pursuant to any determination of the Consolidated Leverage Ratio, (i) if at any time during such Test Period the Borrower or any Subsidiary shall have made any Material Disposition, the Consolidated EBITDA for such Test Period shall be reduced by an amount equal to the Consolidated EBITDA (if positive) attributable to the Property which is the subject of such Material Disposition for such Test Period or increased by an amount equal to the Consolidated EBITDA (if negative) attributable thereto for such Test Period; (ii) if during such Test Period the Borrower or any Subsidiary shall have made a Material Acquisition, Consolidated EBITDA for such Test Period shall be calculated after giving pro forma effect thereto as if such Material Acquisition occurred on the first day of such Test Period; and (iii) if during such Test Period any Person that subsequently became a Subsidiary or was merged with or into the Borrower or any Subsidiary since the beginning of such Test Period shall have entered into any disposition or acquisition transaction that would have required an adjustment pursuant to clause (i) or (ii) above if made by the Borrower or a Subsidiary during such Test Period, Consolidated EBITDA for such Test Period shall be calculated after giving pro forma effect thereto as if such transaction occurred on the first day of such Test Period. (b) Pro forma calculations of Consolidated EBITDA, whether pursuant to this Section 1.3 or otherwise, shall not give effect to anticipated cost savings.
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Samples: Credit Agreement (International Home Foods Inc), Credit Agreement (International Home Foods Inc)
Certain Pro Forma Calculations. (a) For the purposes of calculating Consolidated EBITDA for any Test Period pursuant to any determination on a Pro Forma Basis or a Post-Test Period Pro Forma Basis for purposes of this Agreement, the Consolidated Leverage Ratio, following rules shall apply:
(i) if at any time after the Effective Date and during such the respective Test Period (and, in the case of determinations being made on a Post-Test Period Pro Forma Basis only, thereafter and on or prior to the date of determination) the Borrower or any Subsidiary of its Subsidiaries shall have made any Material Significant Asset Disposition, the Consolidated EBITDA for such Test Period shall be reduced by an amount equal to the Consolidated EBITDA (if positive) attributable to the Property assets or Equity Interests which is are the subject of such Material Significant Asset Disposition for such Test Period or increased by an amount equal to the Consolidated EBITDA (if negative) attributable applicable thereto for such Test Period; PROVIDED that if any Significant Asset Disposition is of Equity Interests in a Subsidiary of the Borrower which remains a Subsidiary after giving effect to such Significant Asset Disposition, Consolidated EBITDA shall be adjusted to give pro forma effect thereto (as if such disposition occurred on the first day of the respective Test Period) in accordance with the rules set forth in the definition of Consolidated Net Income contained herein;
(ii) if at any time after the Effective Date and during such Test Period (and, in the case of determinations being made on a Post-Test Period Pro Forma Basis only, thereafter and on or prior to the date of determination) the Borrower or any Subsidiary Subsidiaries shall have made a Material any Significant Acquisition, Consolidated EBITDA for such Test Period shall be calculated after giving pro forma effect thereto as if such Material Significant Acquisition had occurred on the first day of such Test Period; and ;
(iii) if during such Test Period (and, in the case of determinations being made on a Post-Test Period Pro Forma Basis only, thereafter and on or prior to the date of determination) any Person that subsequently became a Subsidiary or was merged with or into the Borrower or any Subsidiary of its Subsidiaries since the beginning of such Test Period pursuant to a Significant Acquisition made after the Effective Date shall have entered into any disposition or acquisition transaction that would have required an adjustment pursuant to clause (i) or (ii) above if made by the Borrower or a Subsidiary of the Borrower during such Test Period, Consolidated EBITDA for such Test Period shall be calculated after giving pro forma effect thereto as if such transaction occurred on the first day of such Test Period.; and
(biv) Pro pro forma calculations of Consolidated EBITDA, whether pursuant to this Section 1.3 1.05 or otherwise, shall not give effect to anticipated cost savings and/or increases to Consolidated EBITDA for the relevant period, except in cases of Significant Acquisitions for factually supportable and identifiable cost savings and expenses which would otherwise be accounted for as an adjustment pursuant to Article 11 of Regulation S-X under the Securities Act of 1933, as amended, as if such cost savings or expenses were realized on the first day of the respective period.
(b) For purposes of calculating Consolidated Indebtedness and Consolidated Senior Indebtedness for purposes of this Agreement (including as used in the definitions of Total Leverage Ratio and Total Senior Leverage Ratio), the following rule shall apply:
(i) all determinations of Consolidated Indebtedness and Consolidated Senior Indebtedness shall be made based on the actual amount of Consolidated Indebtedness or Consolidated Senior Indebtedness, as the case may be, outstanding on the date of the required determination of Consolidated Indebtedness or Consolidated Senior Indebtedness (or of the Total Leverage Ratio or Total Senior Leverage Ratio, as the case may be) (in the case of determinations to be made on a Post-Test Period Pro Forma Basis, after giving effect to all incurrences of Indebtedness in connection with the respective event or occurrence requiring that a determination be made on a Post-Test Period Pro Forma Basis).
(c) For purposes of calculating the Consolidated Fixed Charge Coverage Ratio and the Adjusted Consolidated Fixed Charge Coverage Ratio for any Test Period on a Post-Test Period Pro Forma Basis for purposes of this Agreement, the following rules shall apply:
(i) Consolidated EBITDAR for the respective Test Period shall be determined in substantially the same fashion as Consolidated EBITDA for the respective Test Period would be determined on a Post-Test Period Pro Forma Basis pursuant to clause (a) above, making all necessary reference changes of "Consolidated EBITDA" to "Consolidated EBITDAR"; and
(ii) all determinations of Consolidated Fixed Charges and Adjusted Consolidated Fixed Charges for the respective Test Period shall be made, with such pro forma adjustments as may be determined in accordance with GAAP and the rules, regulations and guidelines of the SEC (including without limitation Article 11 of Regulation S-X), after giving effect to all Significant Acquisitions and Significant Asset Dispositions effected after the first day of the respective Test Period and on or prior to the date of any determination on a Post-Test Period Pro Forma Basis, as well as to all incurrences of Indebtedness and permanent repayments of Indebtedness (excluding revolving and similar working capital Indebtedness) during the respective Test Period or thereafter and on or prior to the date of the respective determination on a Post-Test Period Pro Forma Basis as if same had occurred on the first day of the respective Test Period. Notwithstanding anything to the contrary contained above, all determinations made on a Pro Forma Basis and Post-Test Period Pro Forma Basis shall be required to be satisfactory to the Administrative Agent, except any such determinations made solely to reflect adjustments for Significant Acquisitions which are based on audited financial statements (reported on without a qualification arising out of the scope of audit) by independent certified public accountants of nationally recognized standing for the Person or business acquired pursuant to the respective Significant Acquisition for the relevant Test Period (although any adjustments, including those for cost and expense savings, shall be required to be satisfactory to the Administrative Agent).
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Certain Pro Forma Calculations. (a) For the purposes of calculating Consolidated EBITDA for any Test Period pursuant to any determination for purposes of this Agreement, the Consolidated Leverage Ratio, following rules shall apply:
(i) if at any time during such the respective Test Period (and, in the case of determinations being made on a Post-Test Period Pro Forma Basis only, thereafter and on or prior to the date of determination) the Borrower or any Subsidiary of its Subsidiaries shall have made any Material Disposition, the Consolidated EBITDA for such Test Period shall be reduced by an amount equal to the Consolidated EBITDA (if positive) attributable to the Property assets or Equity Interests which is are the subject of such Material Disposition for such Test Period or increased by an amount equal to the Consolidated EBITDA (if negative) attributable applicable thereto for such Test Period; provided that if any Disposition is of Equity Interests in a Subsidiary of the Borrower which remains a Subsidiary after giving effect to such Disposition, Consolidated EBITDA shall be adjusted to give pro forma effect thereto (as if such disposition occurred on the first day of the respective Test Period) in accordance with the rules set forth in the definitions of Consolidated Net Income and Consolidated EBIT contained herein;
(ii) if during such Test Period (and, in the case of determinations being made on a Post-Test Period Pro Forma Basis only, thereafter and on or prior to the date of determination) the Borrower or any Subsidiary of its Subsidiaries shall have made a Material any Acquisition, Consolidated EBITDA for such Test Period shall be calculated after giving pro forma effect thereto as if such Material Acquisition had occurred on the first day of such Test Period; and ;
(iii) if during such Test Period (and, in the case of determinations being made on a Post-Test Period Pro Forma Basis only, thereafter and on or prior to the date of determination) any Person that subsequently became a Subsidiary or was merged with or into the Borrower or any Subsidiary of its Subsidiaries since the beginning of such Test Period shall have entered into any disposition or acquisition transaction that would have required an adjustment pursuant to clause (i) or (ii) above if made by the Borrower or a Subsidiary of the Borrower during such Test Period, Consolidated EBITDA for such Test Period shall be calculated after giving pro forma effect thereto as if such transaction occurred on the first day of such Test Period.; and
(biv) Pro pro forma calculations of Consolidated EBITDA, whether pursuant to this Section 1.3 11.02 or otherwise, shall not give effect to anticipated cost savings.savings and/or increases to Consolidated EBITDA for the relevant period, except in cases of Acquisitions for factually supportable and identifiable pro forma cost savings and/or increases to Consolidated EBITDA for the relevant period (in each case reasonably expected to occur within one year of the respective date of acquisition) that are attributable to such Acquisition, in which case such adjustments shall be permitted so long as same are demonstrated in writing by VHS Holdco I (with supporting calcula-
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Certain Pro Forma Calculations. (a) For the purposes of calculating Consolidated EBITDA for any Test Period pursuant to any determination for purposes of this Agreement, the Consolidated Leverage Ratio, following rules shall apply:
(i) if at any time during such the respective Test Period (and, in the Borrower case of determinations being made on a Post-Test Period Pro Forma Basis only, thereafter and on or prior to the date of determination) VHS Holdco II or any Subsidiary of its Subsidiaries shall have made any Material Disposition, the Consolidated EBITDA for such Test Period shall be reduced by an amount equal to the Consolidated EBITDA (if positive) attributable to the Property assets or Equity Interests which is are the subject of such Material Disposition for such Test Period or increased by an amount equal to the Consolidated EBITDA (if negative) attributable applicable thereto for such Test Period; provided that if any Disposition is of Equity Interests in a Subsidiary of any Borrower which remains a Subsidiary after giving effect to such Disposition, Consolidated EBITDA shall be adjusted to give pro forma effect thereto (as if such disposition occurred on the first day of the respective Test Period) in accordance with the rules set forth in the definitions of Consolidated Net Income and Consolidated EBIT contained herein;
(ii) if during such Test Period (and, in the Borrower case of determinations being made on a Post-Test Period Pro Forma Basis only, thereafter and on or prior to the date of determination) VHS Holdco II or any Subsidiary of its Subsidiaries shall have made a Material any Acquisition, Consolidated EBITDA for such Test Period shall be calculated after giving pro forma effect thereto as if such Material Acquisition had occurred on the first day of such Test Period; and ;
(iii) if during such Test Period (and, in the case of determinations being made on a Post-Test Period Pro Forma Basis only, thereafter and on or prior to the date of determination) any Person that subsequently became a Subsidiary or was merged with or into the any Borrower or any Subsidiary of its Subsidiaries since the beginning of such Test Period shall have entered into any disposition or acquisition transaction that would have required an adjustment pursuant to clause (i) or (ii) above if made by the Borrower VHS Holdco II or a Subsidiary of VHS Holdco II during such Test Period, Consolidated EBITDA for such Test Period shall be calculated after giving pro forma effect thereto as if such transaction occurred on the first day of such Test Period.; and
(biv) Pro pro forma calculations of Consolidated EBITDA, whether pursuant to this Section 1.3 11.02 or otherwise, shall not give effect to anticipated cost savingssavings and/or increases to Consolidated EBITDA for the relevant period, except in cases of Acquisitions for factually supportable and identifiable pro forma cost savings and/or increases to Consolidated EBITDA for the relevant period (in each case reasonably expected to occur within one year of the respective date of acquisition) that are attributable to such Acquisition, in which case such adjustments shall be permitted so long as same are demonstrated in writing by VHS Holdco I (with supporting calculations) to the Administrative Agent at the time of the relevant Acquisition; provided further, that the add backs for cost savings and/or increases to Consolidated EBITDA for any Test Period for all Acquisitions (whether being determined on a Pro Forma Basis or a Post-Test Period Pro Forma Basis) shall not, without the written consent of the Required Lenders, exceed the greater of (x) 15% of Consolidated EBITDA for the relevant Test Period, as calculated on a Pro Forma Basis or Post-Test Period Pro Forma Basis, as the case may be, after giving effect to such additions and (y) $40 million.
(b) For purposes of calculating Consolidated Debt and Consolidated Senior Debt for purposes of this Agreement, all determinations of Consolidated Debt and Consolidated Senior Debt shall be made based on the actual amount of Consolidated Debt or Consolidated Senior Debt, as the case be, outstanding on the last day of the respective Test Period or, in the case of determinations being on a Post-Test Period Pro Forma Basis, on the date of the respective determination, except that for all purposes, other than calculations of the Consolidated Leverage Ratio (and component defined terms, as used therein) for purposes of determining Applicable Margins and for the purposes of determining compliance with the proviso contained in Section 9.11(a)(i), (i) Consolidated Debt and Consolidated Senior Debt, as the case may be, shall be calculated to exclude all Indebtedness which would otherwise have been included therein to the extent VHS Holdco I certifies in reasonable detail that the respective Indebtedness being excluded has been incurred to finance one or more Specified Construction Projects which, on the last date of the respective Test Period or, in the case of determinations being made on a Post-Test Period Pro Forma Basis, on the date of the respective determination, remain at such time Specified Construction Projects and (ii) during the first year immediately following the date when a Specified Construction Project ceases to constitute same, Consolidated Debt and Consolidated Senior Debt shall be calculated to exclude (1) during the first four months beginning after the date the respective Specified Construction Project ceased to constitute same, all Indebtedness which would otherwise have been included therein to the extent VHS Holdco I certifies in reasonable detail that the respective Indebtedness has been incurred to finance the respective Specified Construction Project, (2) during the second four months beginning after the date the respective Specified Construction Project ceased to constitute same, two-thirds of the amount of all Indebtedness which would otherwise have been included therein to the extent VHS Holdco I certifies in reasonable detail that the respective Indebtedness has been incurred to finance the respective Specified Construction Project and (3) during the third four months beginning after the date the respective Specified Construction Project ceased to constitute same, one-third of the amount of all Indebtedness which would otherwise have been included therein to the extent VHS Holdco I certifies in reasonable detail that the respective Indebtedness has been incurred to finance the respective Specified Construction Project; provided that no more than an aggregate amount of Indebtedness equal to 0.75 multiplied by VHS Holdco I's Consolidated EBITDA for the relevant Test Period (determined on a Pro Forma Basis or Post-Test Period Pro Forma Basis, as the case may be) shall be permitted to be so excluded pursuant to the provisions of preceding clauses (i) and (ii).
(c) For purposes of calculating Consolidated Cash Interest Expense for any Test Period for purposes of this Agreement, the following rules shall apply:
(i) Consolidated Cash Interest Expense shall be determined for the respective Test Period based on actual Consolidated Cash Interest Expense; provided that such amount shall be adjusted to give pro forma effect (as if the events described below occurred on the first day of the respective Test Period, based on the historical rates which would have been applicable thereto in the case of pro forma determinations of Indebtedness which would have been outstanding for periods when same was not actually outstanding) to (x) all incurrences of Indebtedness incurred to finance any Acquisition during the respective Test Period (or, for determinations being made on a Post-Test Period Pro Forma Basis, on the date of determination) to the extent the respective Indebtedness remains outstanding on the last day of the respective Test Period (or, for determinations being made on a Post-Test Period Pro Forma Basis, on the date of determination) and (y) all to permanent repayments of Indebtedness described in immediately preceding clause (x) actually made during such Test Period (or, for determinations being made on a Post-Test Period Pro Forma Basis, through the date of determination) made with net cash proceeds of events of the type described in Sections 4.02(d), (f) and/or (h), whether or not such net cash proceeds were required to be used permanently to repay Loans hereunder; and
(ii) notwithstanding anything to the contrary contained above, (x) with respect to each Specified Construction Project which remains a Specified Construction Project on the last day of the respective Test Period (or, for determinations being made on a Post-Test Period Pro Forma Basis, on the date of determination), Consolidated Cash Interest Expense shall be calculated by excluding any cash interest expense attributable to Indebtedness incurred to finance the respective Specified Construction Project, so long as VHS Holdco I certifies in reasonable detail the respective Indebtedness and related Consolidated Cash Interest Expense being excluded as provided above in this clause (ii) and (y) for determinations of Consolidated Cash Interest Expense where the last day of the respective Test Period (or, for determinations being made on a Post-Test Period Pro Forma Basis, the date of determination) occurs within the first year immediately following the date when the Specified Construction Project ceased to constitute same, Consolidated Cash Interest Expense shall be calculated to exclude (1) if the last day of the respective Test Period (or, for determinations being made on a Post-Test Period Pro Forma Basis, the date of determination) occurs before the end of the first four months beginning after the date the respective Specified Construction Project ceased to constitute same, all Consolidated Cash Interest Expense which would otherwise have been included therein to the extent VHS Holdco I certifies in reasonable detail that the respective Indebtedness has been incurred to finance the respective Specified Construction Project and the Consolidated Cash Interest Expense relating thereto being excluded as provided above in this subclause (1), (2) if the last day of the respective Test Period (or, for determinations being made on a Post-Test Period Pro Forma Basis, the date of determination) occurs during the four months following the end of the period described in clause (1) above, two-thirds of the Consolidated Cash Interest Expense which would otherwise have been included therein to the extent VHS Holdco I certifies in reasonable detail that the respective Indebtedness has been incurred to finance the respective Specified Construction Project and the Consolidated Cash Interest Expense relating thereto being excluded as provided above in this subclause (2), and (3) if the last day of the respective Test Period (or, for determinations being made on a Post-Test Period Pro Forma Basis, the date of determination) occurs during the four months following the end of the period described in clause (2) above, one-third of the Consolidated Cash Interest Expense which would otherwise have been included therein to the extent VHS Holdco I certifies in reasonable detail that the respective Indebtedness has been incurred to finance the respective Specified Construction Project and the Consolidated Cash Interest Expense relating thereto being excluded as provided above in this subclause (3); provided if any Indebtedness (where the related Consolidated Cash Interest Expense would otherwise be excluded in whole or in part pursuant to the foregoing provisions of this clause (ii)) related to a Specified Construction Project is included in Consolidated Debt or Consolidated Senior Debt by virtue of the proviso to Section 11.02(b) above, the related Cash Interest Expense shall likewise be included in Consolidated Cash Interest Expense (and shall not be excluded pursuant to the preceding provisions of this clause (ii)).
SECTION 12. The Administrative Agent and the Joint Lead Arrangers.
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Certain Pro Forma Calculations. (a) For the purposes of calculating Consolidated EBITDA for any Test Period pursuant to any determination for purposes of this Agreement, the Consolidated Leverage Ratio, following rules shall apply:
(i) if at any time during such the respective Test Period (and, in the case of determinations being made on a Post-Test Period Pro Forma Basis only, thereafter and on or prior to the date of determination) the Borrower or any Subsidiary of its Subsidiaries shall have made any Material Disposition, the Consolidated EBITDA for such Test Period shall be reduced by an amount equal to the Consolidated EBITDA (if positive) attributable to the Property assets or Equity Interests which is are the subject of such Material Disposition for such Test Period or increased by an amount equal to the Consolidated EBITDA (if negative) attributable applicable thereto for such Test Period; provided that if any Disposition is of Equity Interests in a Subsidiary of the Borrower which remains a Subsidiary after giving effect to such Disposition, Consolidated EBITDA shall be adjusted to give pro forma effect thereto (as if such disposition occurred on the first day of the respective Test Period) in accordance with the rules set forth in the definitions of Consolidated Net Income and Consolidated EBIT contained herein;
(ii) if during such Test Period (and, in the case of determinations being made on a Post-Test Period Pro Forma Basis only, thereafter and on or prior to the date of determination) the Borrower or any Subsidiary Subsidiaries shall have made a Material any Acquisition, Consolidated EBITDA for such Test Period shall be calculated after giving pro forma effect thereto as if such Material Acquisition had occurred on the first day of such Test Period; and ;
(iii) if during such Test Period (and, in the case of determinations being made on a Post-Test Period Pro Forma Basis only, thereafter and on or prior to the date of determination) any Person that subsequently became a Subsidiary or was merged with or into the Borrower or any Subsidiary of its Subsidiaries since the beginning of such Test Period shall have entered into any disposition or acquisition transaction that would have required an adjustment adjustment pursuant to clause (i) or (ii) above if made by the Borrower or a Subsidiary of the Borrower during such Test Period, Consolidated EBITDA for such Test Period shall be calculated after giving pro forma effect thereto as if such transaction occurred on the first day of such Test Period.; and
(biv) Pro pro forma calculations of Consolidated EBITDA, whether pursuant to this Section 1.3 11.02 or otherwise, shall not give effect to anticipated cost savingssavings and/or increases to Consolidated EBITDA for the relevant period, except in cases of Acquisitions for factually supportable and identifiable pro forma cost savings and/or increases to Consolidated EBITDA for the relevant period (in each case reasonably expected to occur within one year of the respective date of acquisition) that are attributable to such Acquisition, in which case such adjustments shall be permitted so long as same are demonstrated in writing by the Borrower (with supporting calculations) to the Administrative Agent at the time of the relevant Acquisition; provided further, that the add backs for cost savings and/or increases to Consolidated EBITDA for any Test Period for all Acquisitions (whether being determined on a Pro Forma Basis or a Post-Test Period Pro Forma Basis) shall not, without the written consent of the Required Lenders, exceed the greater of (x) 15% of Consolidated EBITDA for the relevant Test Period, as calculated on a Pro Forma Basis or Post-Test Period Pro Forma Basis, as the case may be, after giving effect to such additions and (y) $40 million.
(b) For purposes of calculating Consolidated Debt and Consolidated Senior Debt for purposes of this Agreement, all determinations of Consolidated Debt and Consolidated Senior Debt shall be made based on the actual amount of Consolidated Debt or Consolidated Senior Debt, as the case be, outstanding on the last day of the respective Test Period or, in the case of determinations being on a Post-Test Period Pro Forma Basis, on the date of the respective determination, except that for all purposes, other than calculations of the Consolidated Leverage Ratio (and component defined terms, as used therein) for purposes of determining Applicable Margins and for the purposes of determining compliance with the proviso contained in Section 9.10(a)(i), (i) Consolidated Debt and Consolidated Senior Debt, as the case may be, shall be calculated to exclude all Indebtedness which would otherwise have been included therein to the extent the Borrower certifies in reasonable detail that the respective Indebtedness being excluded has been incurred to finance one or more Specified Construction Projects which, on the last date of the respective Test Period or, in the case of determinations being made on a Post-Test Period Pro Forma Basis, on the date of the respective determination, remain at such time Specified Construction Projects and (ii) during the first year immediately following the date when a Specified Construction Project ceases to constitute same, Consolidated Debt and Consolidated Senior Debt shall be calculated to exclude (1) during the first four months beginning after the date the respective Specified Construction Project ceased to constitute same, all Indebtedness which would otherwise have been included therein to the extent the Borrower certifies in reasonable detail that the respective Indebtedness has been incurred to finance the respective Specified Construction Project, (2) during the second four months beginning after the date the respective Specified Construction Project ceased to constitute same, two-thirds of the amount of all Indebtedness which would otherwise have been included therein to the extent the Borrower certifies in reasonable detail that the respective Indebtedness has been incurred to finance the respective Specified Construction Project and (3) during the third four months beginning after the date the respective Specified Construction Project ceased to constitute same, one-third of the amount of all Indebtedness which would otherwise have been included therein to the extent Borrower certifies in reasonable detail that the respective Indebtedness has been incurred to finance the respective Specified Construction Project; provided that (x) no more than an aggregate amount of Indebtedness equal to 0.7 multiplied by the Borrower’s Consolidated EBITDA for the relevant Test Period (determined on a Pro Forma Basis or Post-Test Period Pro Forma Basis, as the case may be) shall be permitted to be so excluded pursuant to the provisions of preceding clauses (i) and (ii) and (y) no such Indebtedness shall be excluded at any time when the Borrower’s Consolidated Debt/Total Capitalization Ratio (calculated on the last day of the respective Test Period in the case of determinations on a Pro Forma Basis, and on the date of determination in the case of any calculations being made on a Post-Test Period Pro Forma Basis, but in any event including all Indebtedness relating to Specified Construction Projects which may otherwise be excluded as provided above) is greater than 70%.
(c) For purposes of calculating Consolidated Cash Interest Expense for any Test Period for purposes of this Agreement, the following rules shall apply:
(i) Consolidated Cash Interest Expense shall be determined for the respective Test Period based on actual Consolidated Cash Interest Expense; provided that such amount shall be adjusted to give pro forma effect (as if the events described below occurred on the first day of the respective Test Period, based on the historical rates which would have been applicable thereto in the case of pro forma determinations of Indebtedness which would have been outstanding for periods when same was not actually outstanding) to (x) all incurrences of Indebtedness incurred to finance any Acquisition during the respective Test Period (or, for determinations being made on a Post-Test Period Pro Forma Basis, on the date of determination) to the extent the respective Indebtedness remains outstanding on the last day of the respective Test Period (or, for determinations being made on a Post-Test Period Pro Forma Basis, on the date of determination) and (y) all to permanent repayments of Indebtedness described in immediately preceding clause (x) actually made during such Test Period (or, for determinations being made on a Post-Test Period Pro Forma Basis, through the date of determination) made with net cash proceeds of events of the type described in Sections 4.02(d), (f) and/or (h), whether or not such net cash proceeds were required to be used permanently to repay Loans hereunder; and
(ii) notwithstanding anything to the contrary contained above, (x) with respect to each Specified Construction Project which remains a Specified Construction Project on the last day of the respective Test Period (or, for determinations being made on a Post-Test Period Pro Forma Basis, on the date of determination), Consolidated Cash Interest Expense shall be calculated by excluding any cash interest expense attributable to Indebtedness incurred to finance the respective Specified Construction Project, so long as the Borrower certifies in reasonable detail the respective Indebtedness and related Consolidated Cash Interest Expense being excluded as provided above in this clause (ii) and (y) for determinations of Consolidated Cash Interest Expense where the last day of the respective Test Period (or, for determinations being made on a Post-Test Period Pro Forma Basis, the date of determination) occurs within the first year immediately following the date when the Specified Construction Project ceased to constitute same, Consolidated Cash Interest Expense shall be calculated to exclude (1) if the last day of the respective Test Period (or, for determinations being made on a Post-Test Period Pro Forma Basis, the date of determination) occurs before the end of the first four months beginning after the date the respective Specified Construction Project ceased to constitute same, all Consolidated Cash Interest Expense which would otherwise have been included therein to the extent the Borrower certifies in reasonable detail that the respective Indebtedness has been incurred to finance the respective Specified Construction Project and the Consolidated Cash Interest Expense relating thereto being excluded as provided above in this subclause (1), (2) if the last day of the respective Test Period (or, for determinations being made on a Post-Test Period Pro Forma Basis, the date of determination) occurs during the four months following the end of the period described in clause (1) above, two-thirds of the Consolidated Cash Interest Expense which would otherwise have been included therein to the extent the Borrower certifies in reasonable detail that the respective Indebtedness has been incurred to finance the respective Specified Construction Project and the Consolidated Cash Interest Expense relating thereto being excluded as provided above in this subclause (2), and (3) if the last day of the respective Test Period (or, for determinations being made on a Post-Test Period Pro Forma Basis, the date of determination) occurs during the four months following the end of the period described in clause (2) above, one-third of the Consolidated Cash Interest Expense which would otherwise have been included therein to the extent the Borrower certifies in reasonable detail that the respective Indebtedness has been incurred to finance the respective Specified Construction Project and the Consolidated Cash Interest Expense relating thereto being excluded as provided above in this subclause (3); provided if any Indebtedness (where the related Consolidated Cash Interest Expense would otherwise be excluded in whole or in part pursuant to the foregoing provisions of this clause (ii)) related to a Specified Construction Project is included in Consolidated Debt or Consolidated Senior Debt by virtue of the proviso to Section 11.02(b) above,the related Cash Interest Expense shall likewise be included in Consolidated Cash Interest Expense (and shall not be excluded pursuant to the preceding provisions of this clause (ii)).
Appears in 1 contract
Certain Pro Forma Calculations. (a) For the purposes of calculating Consolidated EBITDA for any Test Period pursuant to any determination for purposes of this Agreement, the Consolidated Leverage Ratio, following rules shall apply:
(i) if at any time during such the respective Test Period (and, in the case of determinations being made on a Post-Test Period Pro Forma Basis only, thereafter and on or prior to the date of determination) the Borrower or any Subsidiary of its Subsidiaries shall have made any Material Disposition, the Consolidated EBITDA for such Test Period shall be reduced by an amount equal to the Consolidated EBITDA (if positive) attributable to the Property assets or Equity Interests which is are the subject of such Material Disposition for such Test Period or increased by an amount equal to the Consolidated EBITDA (if negative) attributable applicable thereto for such Test Period; provided that if any Disposition is of Equity Interests in a Subsidiary of the Borrower which remains a Subsidiary after giving effect to such Disposition, Consolidated EBITDA shall be adjusted to give pro forma effect thereto (as if such disposition occurred on the first day of the respective Test Period) in accordance with the rules set forth in the definition of Consolidated Net Income contained herein;
(ii) if during such Test Period (and, in the case of determinations being made on a Post-Test Period Pro Forma Basis only, thereafter and on or prior to the date of determination) the Borrower or any Subsidiary Subsidiaries shall have made a Material any Acquisition, Consolidated EBITDA for such Test Period shall be calculated after giving pro forma effect thereto as if such Material Acquisition had occurred on the first day of such Test Period; and ;
(iii) if during such Test Period (and, in the case of determinations being made on a Post-Test Period Pro Forma Basis only, thereafter and on or prior to the date of determination) any Person that subsequently became a Subsidiary or was merged with or into the Borrower or any Subsidiary of its Subsidiaries since the beginning of such Test Period shall have entered into any disposition or acquisition transaction that would have required an adjustment pursuant to clause (i) or (ii) above if made by the Borrower or a Subsidiary of the Borrower during such Test Period, Consolidated EBITDA for such Test Period shall be calculated after giving pro forma effect thereto as if such transaction occurred on the first day of such Test Period.; and
(biv) Pro pro forma calculations of Consolidated EBITDA, whether pursuant to this Section 1.3 11.02 or otherwise, shall not give effect to anticipated cost savingssavings and/or increases to Consolidated EBITDA for the relevant period, except in cases of Acquisitions for factually supportable and identifiable pro forma cost savings and/or increases to Consolidated EBITDA for the relevant period (in each case reasonably expected to occur within one year of the respective date of acquisition) that are attributable to such Acquisition, in which case such adjustments shall be permitted so long as same are demonstrated in writing by the Borrower (with supporting calculations) to the Administrative Agent at the time of the relevant Acquisition; provided further, that the add backs for cost savings and/or increases to Consolidated EBITDA for any Test Period for all Acquisitions (whether being determined on a Pro Forma Basis or a Post-Test Period Pro Forma Basis) shall not, without the written consent of the Required Lenders, exceed the greater of (x) 15% of Consolidated EBITDA for the relevant Test Period, as calculated on a Pro Forma Basis or Post-Test Period Pro Forma Basis, as the case may be, after giving effect to such additions and (y) $20 million.
(b) For purposes of calculating Consolidated Debt and Consolidated Senior Debt for purposes of this Agreement, the following rules shall apply:
(i) all determinations of Consolidated Debt and Consolidated Senior Debt shall be made based on the actual amount of Consolidated Debt or Consolidated Senior Debt, as the case be, outstanding on the last day of the respective Test Period or, in the case of determinations being on a Post-Test Period Pro Forma Basis, on the date of the respective determination, except that for all purposes, other than calculations of the Consolidated Leverage Ratio (and component defined terms, as used therein) for purposes of determining Applicable Margins, (i)
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Certain Pro Forma Calculations. (a) For the purposes of calculating Consolidated EBITDA for any Test Period pursuant to any determination on a PRO FORMA Basis or a Post-Test Period PRO FORMA Basis for purposes of this Agreement, the Consolidated Leverage Ratio, following rules shall apply:
(i) if at any time after the Effective Date and during such the respective Test Period (and, in the case of determinations being made on a Post-Test Period PRO FORMA Basis only, thereafter and on or prior to the date of determination) the Borrower or any Subsidiary of its Subsidiaries shall have made any Material DispositionSignificant Asset Sale, the Consolidated EBITDA for such Test Period shall be reduced by an amount equal to the Consolidated EBITDA (if -100- positive) attributable to the Property assets or Equity Interests which is are the subject of such Material Disposition Significant Asset Sale for such Test Period or increased by an amount equal to the Consolidated EBITDA (if negative) attributable applicable thereto for such Test Period; ;
(ii) if at any time after the Effective Date and during such Test Period (and, in the case of determinations being made on a Post-Test Period PRO FORMA Basis only, thereafter and on or prior to the date of determination) the Borrower or any Subsidiary Subsidiaries shall have made a Material any Significant Acquisition, Consolidated EBITDA for such Test Period shall be calculated after giving pro forma PRO FORMA effect thereto as if such Material Significant Acquisition had occurred on the first day of such Test Period; and ;
(iii) if during such Test Period (and, in the case of determinations being made on a Post-Test Period PRO FORMA Basis only, thereafter and on or prior to the date of determination) any Person that subsequently became a Subsidiary or was merged with or into the Borrower or any Subsidiary of its Subsidiaries since the beginning of such Test Period pursuant to a Significant Acquisition made after the Effective Date shall have entered into any disposition or acquisition transaction that would have required an adjustment pursuant to clause (i) or (ii) above if made by the Borrower or a Subsidiary of the Borrower during such Test Period, Consolidated EBITDA for such Test Period shall be calculated after giving pro forma PRO FORMA effect thereto as if such transaction occurred on the first day of such Test Period.; and
(biv) Pro pro forma calculations of Consolidated EBITDA, whether pursuant to this Section 1.3 10.02 or otherwise, shall not give effect to anticipated cost savingssavings and/or increases to Consolidated EBITDA for the relevant period, except in cases of Significant Acquisitions for factually supportable and identifiable cost savings and expenses which would otherwise be accounted for as an adjustment pursuant to Article 11 of Regulation S-X under the Securities Act of 1933, as amended, as if such cost savings or expenses were realized on the first day of the respective period.
(b) For purposes of calculating Consolidated Debt for purposes of this Agreement (including as used in the definition of Leverage Ratio), all determinations thereof shall be made based on the actual amount of Consolidated Debt outstanding on the date of the required determination of Consolidated Debt (or of the Leverage Ratio) (in the case of determinations to be made on a Post-Test Period PRO FORMA Basis, after giving effect to all incurrences and repayments of Consolidated Debt in connection with the respective event or occurrence requiring that a determination be made on a Post-Test Period PRO FORMA Basis).
(c) For purposes of calculating the Consolidated Interest Coverage Ratio for any Test Period on a Post-Test Period PRO FORMA Basis for purposes of this Agreement all determinations of Consolidated Interest Coverage Ratio for the respective Test Period shall be made, with such pro forma adjustments as may be determined in accordance with GAAP and the rules, regulations and guidelines of the SEC (including without limitation Article 11 of Regulation S-X), after giving effect to all Significant Acquisitions and Significant Asset Sales effected after the first day of the respective Test Period and on or prior to the date of any determination on a Post-Test Period PRO FORMA Basis, as well as to all incurrences of Indebtedness and permanent repayments of Indebtedness (excluding normal fluctuations in -101- working capital Indebtedness) during the respective Test Period or thereafter and on or prior to the date of the respective determination on a Post-Test Period PRO FORMA Basis as if same had occurred on the first day of the respective Test Period.
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Certain Pro Forma Calculations. (a) For the purposes of calculating Consolidated EBITDA for any Test Period pursuant to any determination of the Consolidated Leverage Ratio or the Consolidated Senior Leverage Ratio, (i) if at any time during such Test Period the Parent Borrower or any Subsidiary shall have made any Material Disposition, the Consolidated EBITDA for such Test Period shall be reduced by an amount equal to the Consolidated EBITDA (if positive) attributable to the Property which is the subject of such Material Disposition for such Test Period or increased by an amount equal to the Consolidated EBITDA (if negative) attributable thereto for such Test Period; (ii) if during such Test Period the Parent Borrower or any Subsidiary shall have made a Material Acquisition, Consolidated EBITDA for such Test Period shall be calculated after giving pro forma effect thereto as if such Material Acquisition occurred on the first day of such Test Period; and (iii) if during such Test Period any Person that subsequently became a Subsidiary or was merged with or into the Parent Borrower or any Subsidiary since the beginning of such Test Period shall have entered into any disposition or acquisition transaction that would have required an adjustment pursuant to clause (i) or (ii) above if made by the Parent Borrower or a Subsidiary during such Test Period, Consolidated EBITDA for such Test Period shall be calculated after giving pro forma effect thereto as if such transaction occurred on the first day of such Test Period.
(b) Pro forma calculations of Consolidated EBITDA, whether pursuant to this Section 1.3 or otherwise, shall not give effect to anticipated cost savings, except, in the case of Section 7.8(p), to the extent permitted by Regulation S-X under the Securities Act of 1933 (in which case Consolidated EBITDA shall be determined as if the relevant cost savings had been implemented at the beginning of the relevant Test Period).
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