Leverage Ratio. Permit the Leverage Ratio to exceed 3.25:1.00 as of the last day of any Computation Period; provided that, the Borrower shall be permitted to allow the Leverage Ratio under this Section 7.1(b) to be increased to 3.75:1:00 (with such Leverage Ratio being calculated on a pro forma basis, including giving effect to any related incurrence, assumption or repayment of Indebtedness and any cash or Cash Equivalents acquired by the Borrower or any Subsidiary, in each case in connection with a Material Acquisition) at the end of and for the fiscal quarter during which a Material Acquisition shall have closed and at the end of and for each of the three consecutive fiscal quarters following the closing of such Material Acquisition (the period during which any such increase in the Leverage Ratio shall be in effect being called a “Leverage Ratio Increase Period”) by delivering a notice to the Administrative Agent within 30 days following the closing of such Material Acquisition (such notice, a “Leverage Ratio Increase Election”). The Borrower may terminate any Leverage Ratio Increase Period by a notice delivered to the Administrative Agent, whereupon, the Leverage Ratio Increase Period shall be deemed to be terminated on the last day of the fiscal quarter during which such notice is given and on the last day of such fiscal quarter and each fiscal quarter thereafter until another Leverage Ratio Increase Period has commenced as provided in this Section 7.1(b), the maximum Leverage Ratio shall be 3.25:1.00. If a Leverage Ratio Increase Election shall have been made under this Section 7.1(b), the Borrower may not make another Leverage Ratio Increase Election unless, following the termination or expiration of the most recent prior Leverage Ratio Increase Period, the Leverage Ratio as of the last day of at least two consecutive full fiscal quarters of the Borrower following such termination or expiration shall not have exceeded 2.75:1.00. Notwithstanding the foregoing, the Borrower shall not be permitted to make more than two Leverage Ratio Increase Elections during the term of this Agreement.
Appears in 6 contracts
Samples: Credit Agreement (Affiliated Managers Group, Inc.), Credit Agreement (Affiliated Managers Group, Inc.), Credit Agreement (Affiliated Managers Group, Inc.)
Leverage Ratio. Permit the Leverage Ratio to exceed 3.25:1.00 as of the last day of any Computation Period; provided that, the Borrower shall be permitted to allow the Leverage Ratio under this Section 7.1(b) to be increased to 3.75:1:00 (with such Leverage Ratio being calculated on a pro forma basis, including giving effect to any related incurrence, assumption or repayment of Indebtedness and any cash or Cash Equivalents acquired by the Borrower or any Subsidiary, in each case in connection with a Material Acquisition) at the end of and for the fiscal quarter during which a Material Acquisition shall have closed and at the end of and for each of the three consecutive fiscal quarters following the closing of such Material Acquisition (the period during which any such increase in the Leverage Ratio shall be in effect being called a “Leverage Ratio Increase Period”) by delivering a notice to the Administrative Agent within 30 days following the closing of such Material Acquisition (such notice, a “Leverage Ratio Increase Election”). The Borrower may terminate any Leverage Ratio Increase Period by a notice delivered to the Administrative Agent, whereupon, the Leverage Ratio Increase Period shall be deemed to be terminated on the last day of the fiscal quarter during which such notice is given and on the last day of such fiscal quarter and each fiscal quarter thereafter until another Leverage Ratio Increase Period has commenced as provided in this Section 7.1(b)Section, the maximum Leverage Ratio shall be 3.25:1.00. If a Leverage Ratio Increase Election shall have been made under this Section 7.1(b)Section, the Borrower may not make another Leverage Ratio Increase Election unless, following the termination or expiration of the most recent prior Leverage Ratio Increase Period, the Leverage Ratio as of the last day of at least two consecutive full fiscal quarters of the Borrower following such termination or expiration shall not have exceeded 2.75:1.00. Notwithstanding the foregoing, the Borrower shall not be permitted to make more than two Leverage Ratio Increase Elections during the term of this Agreement.
Appears in 3 contracts
Samples: Term Credit Agreement (Affiliated Managers Group, Inc.), Term Credit Agreement (Affiliated Managers Group, Inc.), Credit Agreement (Affiliated Managers Group, Inc.)
Leverage Ratio. Permit USI and the Borrower will not permit the ratio (the “Leverage Ratio”), determined as of the end of each of its fiscal quarters, of (i) Consolidated Funded Indebtedness to (ii) Consolidated EBITDA for the then most-recently ended four fiscal quarters to be greater than 3.50 to 1.00 (or, to the extent that a Permitted Acquisition in which the Purchase Price is in excess of $75,000,000 shall have occurred during any applicable fiscal quarter, 3.75 to 1.00, solely for the first three (3) fiscal quarters (inclusive of the fiscal quarter in which such Permitted Acquisition occurs) ending immediately after such Permitted Acquisition; provided that the provisions of this parenthetical shall apply (x) only once during the term of this Agreement, (y) solely in respect of a Permitted Acquisition identified in writing to the Agent by the Borrower prior to the Borrower’s delivery of financing reporting pursuant to Section 6.1 in respect of the first fiscal quarter ending immediately after such Permitted Acquisition and (z) if the Borrower has satisfied the requirements of Section 6.13.5(v) and (vi) (notwithstanding that the Purchase Price of such Permitted Acquisition may be less than $100,000,000)). The Leverage Ratio to exceed 3.25:1.00 shall be calculated as of the last day of any Computation Period; provided that, the Borrower shall be permitted to allow the Leverage Ratio under this Section 7.1(b) to be increased to 3.75:1:00 (with such Leverage Ratio being calculated on a pro forma basis, including giving effect to any related incurrence, assumption or repayment of Indebtedness and any cash or Cash Equivalents acquired by the Borrower or any Subsidiary, in each case in connection with a Material Acquisition) at the end of and for the fiscal quarter during which a Material Acquisition shall have closed and at the end of and for each of the three consecutive fiscal quarters following the closing of such Material Acquisition (the period during which any such increase in the Leverage Ratio shall be in effect being called a “Leverage Ratio Increase Period”) by delivering a notice to the Administrative Agent within 30 days following the closing of such Material Acquisition (such notice, a “Leverage Ratio Increase Election”). The Borrower may terminate any Leverage Ratio Increase Period by a notice delivered to the Administrative Agent, whereupon, the Leverage Ratio Increase Period shall be deemed to be terminated on the last day of the fiscal quarter during which such notice is given and on the last day of such fiscal quarter and each fiscal quarter thereafter until another Leverage Ratio Increase Period has commenced as provided in this Section 7.1(b)of USI based upon (a) for Consolidated Funded Indebtedness, the maximum Leverage Ratio shall be 3.25:1.00. If a Leverage Ratio Increase Election shall have been made under this Section 7.1(b), the Borrower may not make another Leverage Ratio Increase Election unless, following the termination or expiration of the most recent prior Leverage Ratio Increase Period, the Leverage Ratio Consolidated Funded Indebtedness as of the last day of at least two consecutive full each such fiscal quarters quarter and (b) for Consolidated EBITDA, the actual amount as of the Borrower following last day of each fiscal quarter for the most recently ended four consecutive fiscal quarters; provided that the Leverage Ratio shall be calculated, with respect to Permitted Acquisitions or other provisions herein calling for a pro forma calculation of the Leverage Ratio, on a pro forma basis reasonably satisfactory to the Agent, broken down by fiscal quarter in USI’s reasonable judgment and taking into account any such termination or expiration shall not have exceeded 2.75:1.00. Notwithstanding Permitted Acquisition (including, for purposes of Consolidated EBITDA, factually supportable and identifiable costs savings and expenses, in accordance with Regulation S-X under the foregoingSecurities Act of 1933 and reasonably satisfactory to the Agent), the Borrower shall not be permitted to make more than two Leverage Ratio Increase Elections during funding of all Credit Extensions in connection therewith (and the term use of this Agreementthe proceeds thereof) and the repayment of any Indebtedness in connection with any such Permitted Acquisition.
Appears in 2 contracts
Samples: Five Year Revolving Credit Agreement, Five Year Revolving Credit Agreement (United Stationers Inc)
Leverage Ratio. Permit (a) The Company will not permit the Leverage Ratio as of the end of any fiscal quarter to exceed 3.25:1.00 3.50:1.00; provided that, following the completion of a Material Acquisition that, on a pro forma basis, giving effect to any related incurrence or repayment of Debt, would result in an increase in the Company’s Leverage Ratio, if the Company shall so elect by a notice delivered to the holders of Notes as of the last day of any Computation Period; provided that, the Borrower shall be permitted to allow fiscal quarter the Material Acquisition was consummated (a “Leverage Ratio under this Section 7.1(b) to Increase Election”), such maximum Leverage Ratio shall be increased to 3.75:1:00 (with such Leverage Ratio being calculated on a pro forma basis, including giving effect to any related incurrence, assumption or repayment of Indebtedness and any cash or Cash Equivalents acquired by the Borrower or any Subsidiary, in each case in connection with a Material Acquisition) 4.00:1.00 at the end of and for the fiscal quarter during which a such Material Acquisition shall have closed been consummated and at the end of and for each of the following three consecutive fiscal quarters following the closing of such Material Acquisition (the period during which any such increase in the Leverage Ratio shall be in effect being called a “Leverage Ratio Increase Period”) by delivering a notice ), and in which event, the Company shall be obligated to pay the Administrative Agent within 30 days following the closing of such Material Acquisition (such notice, a “Leverage Ratio Increase Election”Incremental Interest Payment provided for in Section 10.9(c). The Borrower Company may terminate any Leverage Ratio Increase Period by a notice delivered to the Administrative Agentholders of Notes, whereupon, the Leverage Ratio Increase Period shall be deemed to be terminated on the last day of the fiscal quarter during which such notice is given and on the last day of such fiscal quarter and each fiscal quarter thereafter until another Leverage Ratio Increase Period has commenced as provided in this Section 7.1(b)Section, the maximum Leverage Ratio shall be 3.25:1.003.50:1.00. If a Leverage Ratio Increase Election shall have been made under this Section 7.1(b)Section, the Borrower Company may not make another Leverage Ratio Increase Election unless, following the termination or expiration of the most recent prior Leverage Ratio Increase Period, the Leverage Ratio as of the last day of at least two consecutive full fiscal quarters of the Borrower following such termination or expiration Company shall not have exceeded 2.75:1.003.50:1.00. Notwithstanding the foregoing, the Borrower Company shall not be permitted to make more than two Leverage Ratio Increase Elections during the term of this Agreement.
(b) If the Leverage Ratio exceeds 3.50 to 1.00 as permitted by Section 10.9(a), as evidenced by an Officer’s Certificate delivered pursuant to Section 7.2(a), the interest rate payable on the Notes shall be increased by 0.50% (the “Incremental Interest”). Such Incremental Interest shall begin to accrue on the first day of the fiscal quarter following the fiscal quarter in respect of which such Officer’s Certificate was delivered, and shall continue to accrue until the Company has provided an Officer’s Certificate pursuant to Section 7.2(a) demonstrating that, as of the last day of the fiscal quarter in respect of which such Officer’s Certificate is delivered, the Leverage Ratio is not more than 3.50 to 1.00. In the event such Officer’s Certificate evidencing that the Leverage Ratio is not more than 3.50 to 1.00 is delivered, the Incremental Interest shall cease to accrue on the last day of the fiscal quarter in respect of which such Officer’s Certificate is delivered.
(c) Within 10 Business Days of the delivery of an Officer’s Certificate pursuant to Section 7.2(a) evidencing that the Leverage Ratio exceeds 3.50 to 1.00, the Company shall pay to each holder of a Note the amount attributable to the Incremental Interest (the “Incremental Interest Payment”) which shall be the product of (i) the aggregate outstanding principal amount of Notes held by such holder (or its predecessor(s) in interest) as of the first day that Incremental Interest begins to accrue, (ii) 0.50% (to reflect the Incremental Interest) and (iii) 0.25% (to reflect that the Incremental Interest is payable quarterly). The Incremental Interest Payment, if any, shall be paid quarterly by wire transfer of immediately available funds to each holder of the Notes in accordance with the terms of this Agreement. Waters Corporation First Amendment to Note Purchase Agreement
Appears in 2 contracts
Samples: Note Purchase Agreement (Waters Corp /De/), Note Purchase Agreement (Waters Corp /De/)
Leverage Ratio. Permit (a) The Borrower and its Subsidiaries will maintain on a consolidated basis as of the end of each Fiscal Quarter, commencing with the Fiscal Quarter ending December 31, 2006, a Leverage Ratio of not greater than 4.75:1.00 (the “Required Threshold”), provided, however, that if the Borrower consummates one or more acquisitions permitted under this Agreement in which the aggregate purchase price of all such acquisitions is $25,000,000 or more, then the Required Threshold shall be increased to 5.50 to 1.00 for the first three fiscal reporting periods during any 12-month period immediately following the consummation of such acquisitions; provided, however that in determining compliance with the Leverage Ratio Ratio, TransCanada Subordinated Debt in an amount not to exceed 3.25:1.00 as of $300,000,000 shall not be included in such calculation. The Borrower’s compliance with this requirement shall be calculated on a rolling four quarter basis, measured on the last day of any Computation Period; provided thateach fiscal quarter. For purposes of the foregoing, to the extent Consolidated Total Funded Debt includes outstanding amounts under Hybrid Securities, then a portion of the amount of such Hybrid Securities not to exceed a total of 15% of Total Capitalization may be excluded from Consolidated Total Funded Debt (the “Excluded Hybrid Securities”).
(b) Notwithstanding the forgoing, the Borrower may elect, after giving effect to the GLGT Acquisition, to increase the Required Threshold to 6.00 to 1.00 through the Fiscal Quarter ending September 30, 2007 (and the Borrower shall be permitted deemed to allow the Leverage Ratio under this Section 7.1(b) to be increased to 3.75:1:00 (with have made such Leverage Ratio being calculated on a pro forma basis, including giving effect to any related incurrence, assumption or repayment of Indebtedness and any cash or Cash Equivalents acquired by the Borrower or any Subsidiary, in each case in connection with a Material Acquisition) an election at the end of and for time the fiscal quarter during which a Material Acquisition shall have closed and at the end of and for each aggregate principal amount of the three consecutive fiscal quarters following the closing of such Material Acquisition (the period during which any Loans outstanding exceeds $880,000,000; provided that such increase in the Leverage Ratio principal amount of the Loans outstanding is a result of the proceeds of such Loans being used to consummate the GLGT Acquisition). If the Borrower makes such an election to increase the Required Threshold (i) the Applicable Margin for Revolving Eurodollar Loans shall be in effect being called a “Leverage Ratio Increase Period”0.95% per annum and the Applicable Margin for Revolving Base Rate Loans shall be 0.50% per annum, (ii) by delivering a notice to the Administrative Agent within 30 days following Applicable Percentage for the closing of Facility Fee for Revolving Loans shall be 0.20% per annum, (iii) the Utilization Premium shall be 0.10% per annum, (iv) the Applicable Margin for Term Loan Eurodollar Loans shall be 1.25% per annum and the Applicable Margin for Term Loan Base Rate Loans shall be 0.50% per annum, and (v) the Applicable Percentage for the Commitment Fee for Term Loans shall be 0.20% per annum, until such Material Acquisition (such notice, a “Leverage Ratio Increase Election”). The Borrower may terminate any Leverage Ratio Increase Period by a notice delivered to the Administrative Agent, whereupon, time as the Leverage Ratio Increase Period of the Borrower and its Subsidiaries is 5.50:1.00. Solely for the purposes of determining the Leverage Ratio pursuant to the immediately preceding sentence, Adjusted Cash Flow shall be deemed to be terminated on $174,000,000 until the last day delivery of the fiscal quarter during which such notice is given and on first Compliance Certificate following the last day closing of such fiscal quarter and each fiscal quarter thereafter until another Leverage Ratio Increase Period has commenced as the GLGT Acquisition (the “First Compliance Certificate”); provided that in this Section 7.1(b), the maximum Leverage Ratio shall be 3.25:1.00. If event that the First Compliance Certificate reflects a Leverage Ratio Increase Election shall have been made under this Section 7.1(b)in excess of 5.50:1.00, the Borrower may not make another shall immediately pay to the Administrative Agent for the account of the Lenders the accrued additional interest that would have been owed during the prior period as if the Borrower had never achieved a Leverage Ratio Increase Election unless, following the termination equal to or expiration of the most recent prior Leverage Ratio Increase Period, the Leverage Ratio as of the last day of at least two consecutive full fiscal quarters of the Borrower following such termination or expiration shall not have exceeded 2.75:1.00less than 5.50:1.00. Notwithstanding the foregoing, if the Borrower shall not makes the election to increase the Required Threshold as provided for above, the Borrower and its Subsidiaries will be permitted required to make more than two maintain, on a consolidated basis as of the end of each Fiscal Quarter, commencing with the Fiscal Quarter ending December 31, 2007, a Leverage Ratio Increase Elections during of not greater than 4.75:1.00, subject to allowances for temporary increases in the term of this AgreementRequired Threshold to 5.50:1.00 as provided in Section 6.1(a) above.
Appears in 2 contracts
Samples: Revolving Credit and Term Loan Agreement (Tc Pipelines Lp), Revolving Credit and Term Loan Agreement (Tc Pipelines Lp)
Leverage Ratio. Permit (a) The Company will not, as of the end of any fiscal quarter, permit the Leverage Ratio for the four fiscal quarter period then ended to exceed 3.25:1.00 3.00 to 1.00, determined as of the last day of any Computation Period; provided thateach fiscal quarter.
(b) Notwithstanding clause (a) of this Section 10.1, the Borrower shall be permitted Company may in order to allow consummate an acquisition by purchase or otherwise (including by way of merger or consolidation) by the Company or a Subsidiary thereof of the business, or all or substantially all of the property or fixed assets of, or stock or other evidence of beneficial ownership of, any Person or any division or line of business or other business unit of any Person in a single transaction or group of connected transactions (an “Acquisition”) permit the Leverage Ratio under this to exceed the limitations of Section 7.1(b10.1(a); provided that (i) to be increased to 3.75:1:00 (with such in no event may the Leverage Ratio being as of any Determination Date exceed 3.75 to 1.00, (ii) the Company shall pay the Adjusted Interest Rate and the Adjusted Default Interest Rate, as applicable, in accordance with Section 1.2 of this Agreement, (iii) during the period (the “Elevated Compliance Period”) beginning on the Determination Date on which the Leverage Ratio initially exceeds 3.00 to 1.00 (the “Elevated Determination Date”) and ending on the Determination Date following the Elevated Determination Date on which the Leverage Ratio first ceases to exceed 3.00 to 1.00, the Company or a Subsidiary thereof may consummate up to but no more than two (2) additional Acquisitions (each an “Additional Acquisition”); provided that in the case of each such Additional Acquisition consummated pursuant to this clause (iii), the Leverage Ratio (as calculated on a pro forma basis, including basis by the Company after giving effect to any related incurrenceeither or both of such Additional Acquisitions, assumption or repayment of Indebtedness and any cash or Cash Equivalents acquired as the case may be) does not increase by more than 0.25 to 1.00 in the Borrower or any Subsidiary, aggregate above the Leverage Ratio in each case in connection with a Material Acquisition) at effect immediately prior to the end of and for the fiscal quarter during which a Material Acquisition shall have closed and at the end of and for each consummation of the three consecutive fiscal quarters following the closing of first such Material Acquisition Additional Acquisitions (the period during which any such increase and in no event above 3.75 to 1.00), (iv) the Leverage Ratio shall be in effect being called a “brought within the 3.00 to 1.00 Leverage Ratio Increase Period”required by Section 10.1(a) by delivering a notice not later than the first Determination Date next following the fourth Determination Date next following the Elevated Determination Date, and (v) anything contained in this Agreement, including without limitation, this Section 10.1, to the Administrative Agent within 30 days following the closing of such Material Acquisition (such noticecontrary notwithstanding, a “Leverage Ratio Increase Election”). The Borrower may terminate any Leverage Ratio Increase Period by a notice delivered prior to the Administrative Agent, whereuponpayment in full of the Notes, the Leverage Ratio Increase Period shall be deemed to be terminated on Company and its Subsidiaries may only exercise the last day of the fiscal quarter during which such notice is given and on the last day of such fiscal quarter and each fiscal quarter thereafter until another Leverage Ratio Increase Period has commenced as provided option set forth in this Section 7.1(b), the maximum Leverage Ratio shall be 3.25:1.00. If a Leverage Ratio Increase Election shall have been made under this Section 7.1(b), the Borrower may not make another Leverage Ratio Increase Election unless, following the termination or expiration of the most recent prior Leverage Ratio Increase Period, the Leverage Ratio as of the last day of at least two consecutive full fiscal quarters of the Borrower following such termination or expiration shall not have exceeded 2.75:1.00. Notwithstanding the foregoing, the Borrower shall not be permitted to make more than two Leverage Ratio Increase Elections during the term of this Agreement.Section
Appears in 1 contract
Leverage Ratio. Permit (a) The Company will not permit the Leverage Ratio to exceed 3.25:1.00 as of the end of any Measurement Period ending as of the last day of any Computation Periodfiscal quarter of the Company, or at any other time, to exceed 3.00 to 1.00; provided that, at the Borrower shall request of the Company following a Material Permitted Acquisition (such request to be permitted made in writing by the Company no later than the date on which a certificate is required to allow be delivered pursuant to Section 7.2(a) demonstrating the Leverage Ratio under this Section 7.1(b) to be increased to 3.75:1:00 (with such Leverage Ratio being calculated on a pro forma basis, including giving effect to any related incurrence, assumption or repayment of Indebtedness and any cash or Cash Equivalents acquired by the Borrower or any Subsidiary, in each case in connection with a Material Acquisition) at the end of and for the fiscal quarter during which a such Material Permitted Acquisition occurred), such maximum permitted level shall have closed be increased to 3.25 to 1.00 for such fiscal quarter and at the end of and for each of the next three consecutive succeeding fiscal quarters following the closing of such Material Permitted Acquisition (an “Elevated Compliance Period”); so long as:
(i) such level shall be reduced to 3.00:1:00 for at least two (2) full fiscal quarters prior to any subsequent Elevated Compliance Period; and further provided that there shall not be more than three (3) Elevated Compliance Periods during the period life of this Agreement; and
(ii) the Company shall be obligated to pay Incremental Interest pursuant to and to the extent required under Section 10.6.
(b) If, during which an Elevated Compliance Period, as of the end of any fiscal quarter (such increase in date, the “Calculation Date”) the Leverage Ratio shall be in effect being called a of the Company exceeds 3.00 to 1.00 (as applicable, “Leverage Ratio Increase PeriodElevated Leverage”), as evidenced by an Officer’s Certificate delivered pursuant to Section 7.2(a) by delivering a notice to the Administrative Agent within 30 days following the closing of such Material Acquisition (such noticecertificate, a “Leverage Ratio Increase ElectionCompliance Certificate”). The Borrower may terminate any Leverage Ratio Increase Period by a notice delivered to the Administrative Agent, whereupon, the interest rate payable on each series of Notes shall be increased, in accordance with this Section 10.6, by 0.50% per annum (the “Incremental Interest”); provided, however, that if any Compliance Certificate is not delivered for any fiscal quarter when due, then Elevated Leverage Ratio Increase Period shall be deemed to be terminated on the last day of the fiscal quarter during which such notice is given and on the last day of exist for such fiscal quarter and each fiscal quarter thereafter as of such required delivery date until another Leverage Ratio Increase Period has commenced such time as provided in this Section 7.1(b), the maximum Leverage Ratio shall be 3.25:1.00. If a Compliance Certificate for such period is delivered evidencing a Leverage Ratio Increase Election equal to or less than 3.00 to 1.00.
(c) Incremental Interest for any fiscal quarter shall have been made under this Section 7.1(bbegin to accrue on the Incremental Interest Accrual Date (as defined below) for such quarter and shall cease to accrue on the Incremental Interest Termination Date (as defined below), the Borrower may not make another Leverage Ratio Increase Election unless, following the termination or expiration of the most recent prior Leverage Ratio Increase Period, the Leverage Ratio as of the last day of at least two consecutive full fiscal quarters of the Borrower following such termination or expiration shall not have exceeded 2.75:1.00. Notwithstanding the foregoing, the Borrower shall not be permitted to make more than two Leverage Ratio Increase Elections during the term of this Agreement.
Appears in 1 contract
Leverage Ratio. Permit (a) The Company will not permit the Leverage Ratio as of the end of any fiscal quarter to exceed 3.25:1.00 3.50:1.00; provided that, following the completion of a Material Acquisition that, on a pro forma basis, giving effect to any related incurrence or repayment of Debt, would result in an increase in the Company’s Leverage Ratio, if the Company shall so elect by a notice delivered to the holders of Notes as of the last day of any Computation Period; provided thatthe fiscal quarter the Material Acquisition was consummated (a “Leverage Ratio Increase Election”), the Borrower such maximum Leverage Ratio shall be permitted increased to allow 4.00:1.00 (or, in connection with no more than one Leverage Ratio Increase Election selected by the Company after the Leverage Ratio under this Section 7.1(b) to be increased to 3.75:1:00 (with such Leverage Ratio being calculated on a pro forma basisLimit Amendment Event has occurred, including giving effect to any related incurrence, assumption or repayment of Indebtedness and any cash or Cash Equivalents acquired by the Borrower or any Subsidiary, in each case in connection with a Material Acquisition4.25:1.00) at the end of and for the fiscal quarter during which a such Material Acquisition shall have closed been consummated and at the end of and for each of the following three consecutive fiscal quarters following the closing of such Material Acquisition (the period during which any such increase in the Leverage Ratio shall be in effect being called a “Leverage Ratio Increase Period”) by delivering a notice ), and in which event, the Company shall be obligated to pay the Administrative Agent within 30 days following the closing of such Material Acquisition (such notice, a “Leverage Ratio Increase Election”Incremental Interest Payment provided for in Section 10.9(c). The Borrower Company may terminate any Leverage Ratio Increase Period by a notice delivered to the Administrative Agentholders of Notes, whereupon, the Leverage Ratio Increase Period shall be deemed to be terminated on the last day of the fiscal quarter during which such notice is given and on the last day of such fiscal quarter and each fiscal quarter thereafter until another Leverage Ratio Increase Period has commenced as provided in this Section 7.1(b)Section, the maximum Leverage Ratio shall be 3.25:1.003.50:1.00. If a Leverage Ratio Increase Election shall have been made under this Section 7.1(b)Section, the Borrower Company may not make another Leverage Ratio Increase Election unless, following the termination or expiration of the most recent prior Leverage Ratio Increase Period, the Leverage Ratio as of the last day of at least two consecutive full fiscal quarters of the Borrower following such termination or expiration Company shall not have exceeded 2.75:1.003.50:1.00. Notwithstanding the foregoing, the Borrower Company shall not be permitted to make more than two Leverage Ratio Increase Elections during the term of this Agreement.
(b) If the Leverage Ratio exceeds 3.50 to 1.00 as permitted by Section 10.9(a), as evidenced by an Officer’s Certificate delivered pursuant to Section 7.2(a), the interest rate payable on the Notes shall be increased by 0.50% (or, in connection with the Leverage Ratio Interest Election in which the 4.25:1.00 maximum Leverage Ratio is applicable, 1.50%) (the “Incremental Interest”). Such Incremental Interest shall begin to accrue on the first day of the fiscal quarter following the fiscal quarter in respect of which such Officer’s Certificate was delivered, and shall continue to accrue until the Company has provided an Officer’s Certificate pursuant to Section 7.2(a) demonstrating that, as of the last day of the fiscal quarter in respect of which such Officer’s Certificate is delivered, the Leverage Ratio is not more than 3.50 to 1.00. In the event such Officer’s Certificate evidencing that the Leverage Ratio is not more than 3.50 to 1.00 is delivered, the Incremental Interest shall cease to accrue on the last day of the fiscal quarter in respect of which such Officer’s Certificate is delivered.
(c) Within 10 Business Days of the delivery of an Officer’s Certificate pursuant to Section 7.2(a) evidencing that the Leverage Ratio exceeds 3.50 to 1.00, the Company shall pay to each holder of a Note the amount attributable to the Incremental Interest (the “Incremental Interest Payment”) which shall be the product of (i) the aggregate outstanding principal amount of Notes held by such holder (or its predecessor(s) in interest) as of the first day that Incremental Interest begins to accrue, (ii) 0.50% (to reflect the Incremental Interest) and (iii) 0.25% (to reflect that the Incremental Interest is payable quarterly). The Incremental Interest Payment, if any, shall be paid quarterly by wire transfer of immediately available funds to each holder of the Notes in accordance with the terms of this Agreement.
Appears in 1 contract
Samples: Multi Currency Note Purchase and Private Shelf Agreement (Waters Corp /De/)
Leverage Ratio. Permit The Company will not permit the ratio (the “Leverage Ratio to exceed 3.25:1.00 Ratio”), determined as of the last day end of any Computation Periodeach of its fiscal quarters ending on and after September 30, 2014, of (i) Consolidated Net Debt to (ii) EBITDA for the period of four (4) consecutive fiscal quarters ending with the end of such fiscal quarter, all calculated for the Company and its Subsidiaries on a consolidated basis, to be greater than 3.25 to 1.00; provided that, that to the Borrower shall be permitted extent any Asset Disposition or any Asset Acquisition (or any similar transaction or transactions that require a waiver or a consent of the Required Lenders pursuant to allow the Leverage Ratio under this Section 7.1(b6.04 or Section 6.05) to be increased to 3.75:1:00 (with such Leverage Ratio being calculated on a pro forma basis, including giving effect to any related incurrence, assumption or incurrence or repayment of Indebtedness and any cash or Cash Equivalents acquired by (excluding normal fluctuations in revolving Indebtedness incurred for working capital purposes) has occurred during the Borrower or any Subsidiaryrelevant Test Period, in each case in connection with a Material Acquisition) at the end of and EBITDA shall be determined for the fiscal quarter during which respective Test Period on a Material Acquisition shall have closed and at Pro Forma Basis for such occurrences; provided further that (x) the end of and for each of the three consecutive fiscal quarters following the closing of such Material Acquisition (the period during which any such increase in the Leverage Ratio shall be in effect being called a “Leverage Ratio Increase Period”) Company may, by delivering a written notice to the Administrative Agent within 30 days following the closing of such Material Acquisition (such notice, a “Leverage Ratio Increase Election”). The Borrower may terminate any Leverage Ratio Increase Period by a notice delivered for distribution to the Administrative AgentLenders and not more than an aggregate total of two (2) times during the term of this Agreement, whereupon, the Leverage Ratio Increase Period shall be deemed elect to be terminated on the last day of the fiscal quarter during which such notice is given and on the last day of such fiscal quarter and each fiscal quarter thereafter until another Leverage Ratio Increase Period has commenced as provided in this Section 7.1(b), increase the maximum Leverage Ratio shall to 3.75 to 1.00 for a period of four consecutive fiscal quarters in connection with a Permitted Business Acquisition or a Plant Expansion occurring during the first of such four fiscal quarters if the aggregate consideration paid or to be 3.25:1.00. If a Leverage Ratio Increase Election shall have been made under this Section 7.1(bpaid in respect of such Permitted Business Acquisition or Plant Expansion exceeds $100,000,000 (each such period, an “Adjusted Covenant Period”) and (y) notwithstanding the foregoing clause (x), (i) the Borrower Company may not make another Leverage Ratio Increase Election unless, following the termination or expiration of the most recent prior Leverage Ratio Increase Period, the Leverage Ratio as of the last day of elect an Adjusted Covenant Period for at least two consecutive (2) full fiscal quarters following the end of an Adjusted Covenant Period before a new Adjusted Covenant Period is available again pursuant to the Borrower following such termination or expiration shall not have exceeded 2.75:1.00. Notwithstanding preceding clause (x) for a new period of four consecutive fiscal quarters and (ii) the foregoing, the Borrower shall not be permitted to make more than two Leverage Ratio Increase Elections Company may only elect one (1) Adjusted Covenant Period in respect of a Plant Expansion during the term of this Agreement.
Appears in 1 contract
Leverage Ratio. Permit (a) Subject to Section 6.08(b), the Company will not permit the Leverage Ratio to exceed 3.25:1.00 Ratio, determined as of the last day end of each of its fiscal quarters, to exceed (i) 3.75 to 1.00 for each fiscal quarter ending prior to (but not including) September 30, 2019, and (ii) 3.50 to 1.00 for each fiscal quarter ending on or after September 30, 2019 (each of (i) and (ii), the “Permitted Leverage Ratio Level”).
(b) If, in any fiscal quarter ending on or after September 30, 2019, the Company shall complete an acquisition of any Computation Period; provided thatPerson or business unit for cash consideration of US$100,000,000 or more, the Borrower shall be permitted to allow the Leverage Ratio under this Section 7.1(b) to be increased to 3.75:1:00 (with such Leverage Ratio being calculated that on a pro forma basis, including giving effect to taking into account any related incurrence, assumption incurrence or repayment of Indebtedness and any cash or Cash Equivalents acquired Indebtedness, would result in an increase in the Company’s Leverage Ratio, the Company may elect, by written notice delivered to the Borrower or any Subsidiary, in each case in connection with a Material Acquisition) Administrative Agent at the end time of and for or within 30 days following such completion (a “Leverage Increase Election”), to increase the Permitted Leverage Ratio Level by 0.25 to 1.00 (so that the Permitted Leverage Ratio Level becomes 3.75 to 1.00), with respect to the fiscal quarter during which a Material Acquisition shall have closed and at the end of such acquisition has been completed and for each of the following three consecutive fiscal quarters following the closing of such Material Acquisition (the period fiscal quarters during which any such increase in the Leverage Ratio shall be in effect being called a “Leverage Ratio Increase Period”).
(c) by delivering a notice to the Administrative Agent within 30 days following the closing of such Material Acquisition (such notice, a “Leverage Ratio Increase Election”). The Borrower Company may terminate any Leverage Ratio Increase Period by a notice delivered to the Administrative AgentAgent (a “Leverage Increase Termination Notice”), whereupon, the Leverage Ratio Increase Period shall be deemed to be terminated on the last day of the fiscal quarter during which such notice is given and on Leverage Increase Termination Notice was delivered, the last day Permitted Leverage Ratio Level shall revert to 3.50 to 1.00, until the commencement of such fiscal quarter and each fiscal quarter thereafter until another Leverage Ratio Increase Period has commenced as provided in pursuant to this Section 7.1(b), the maximum Leverage Ratio shall be 3.25:1.00. 6.08.
(d) If a Leverage Ratio Increase Election shall have been made under this Section 7.1(b)6.08, the Borrower Company may not make another Leverage Ratio Increase Election unless, following the expiration or termination or expiration of the most recent prior Leverage Ratio Increase Period, the Leverage Ratio as of the last day of at least two consecutive full fiscal quarters of the Borrower following such termination or expiration shall not Company have exceeded 2.75:1.00. Notwithstanding the foregoing, the Borrower shall not be permitted to make more than two Leverage Ratio Increase Elections during the term of this Agreementelapsed.
Appears in 1 contract
Samples: Revolving Credit Facility Agreement (Albany International Corp /De/)
Leverage Ratio. Permit the On a Consolidated basis, maintain (x) a Leverage Ratio to exceed 3.25:1.00 as of the last day end of each fiscal quarter of the Borrower of less than or equal to 3.50 to 1.0 or (y) following a Senior Note Event (in the case of a Senior Note Event described in clause (b) of such definition, to the extent the applicable Note Purchase Agreement includes corresponding maximum Net Leverage Ratio (for the avoidance of doubt, including a definition of Net Leverage Ratio consistent with the definition thereof in this Agreement)), a Net Leverage Ratio as of the end of each fiscal quarter of the Borrower of less than or equal to 3.75:1.00; provided, that, following a Senior Note Event ((in the case of a Senior Note Event described in clause (b) of such definition, to the extent the applicable Note Purchase Agreement includes a corresponding Leverage Ratio Increase (as defined below) provision), in connection with the Kite Acquisition or any Computation Period; provided thatPermitted Acquisition or series of Permitted Acquisitions having aggregate consideration (including cash, cash equivalents and other deferred payment obligations) in excess of $100,000,000 for such Permitted Acquisition or series of Permitted Acquisitions occurring during any twelve-month period, the Borrower shall be permitted to allow the Leverage Ratio under this Section 7.1(b) to be increased to 3.75:1:00 (with such Leverage Ratio being calculated on a pro forma basismay, including giving effect to any related incurrenceat its election, assumption or repayment of Indebtedness and any cash or Cash Equivalents acquired by the Borrower or any Subsidiary, in each case in connection with the Kite Acquisition or such Permitted Acquisition or the last in a Material Acquisition) at series of Permitted Acquisitions and upon prior written notice to the end Administrative Agent, increase the required Leverage Ratio or Net Leverage Ratio, as applicable, pursuant to this Section to a level of and less than or equal to 4.25 to 1.00, which such increase shall be applicable for the fiscal quarter during in which a Material the Kite Acquisition shall have closed or such Permitted Acquisition, as applicable, is consummated and at the end of and for each of the three (3) consecutive fiscal quarters following the closing of such Material Acquisition quarterly test periods thereafter (the period during which any such increase in the Leverage Ratio shall be in effect being called a “Leverage Ratio Increase Period”) by delivering a notice to the Administrative Agent within 30 days following the closing of such Material Acquisition (such noticeeach, a “Leverage Ratio Increase ElectionIncrease”). The Borrower may terminate any ; provided further that there shall be at least two (2) full fiscal quarters following the cessation of each such Leverage Ratio Increase Period by a notice delivered to the Administrative Agent, whereupon, the during which no Leverage Ratio Increase Period shall then be deemed to be terminated on the last day of the fiscal quarter during which such notice is given and on the last day of such fiscal quarter and each fiscal quarter thereafter until another Leverage Ratio Increase Period has commenced as provided in this Section 7.1(b), the maximum Leverage Ratio shall be 3.25:1.00. If a Leverage Ratio Increase Election shall have been made under this Section 7.1(b), the Borrower may not make another Leverage Ratio Increase Election unless, following the termination or expiration of the most recent prior Leverage Ratio Increase Period, the Leverage Ratio as of the last day of at least two consecutive full fiscal quarters of the Borrower following such termination or expiration shall not have exceeded 2.75:1.00. Notwithstanding the foregoing, the Borrower shall not be permitted to make more than two Leverage Ratio Increase Elections during the term of this Agreementeffect.” #96697260v2
Appears in 1 contract
Samples: Credit Agreement (Hni Corp)
Leverage Ratio. Permit The Company will not permit the Leverage Ratio on the last day of any fiscal quarter of the Company to exceed 3.25:1.00 3.00 to 1.00; provided that, following the completion of an acquisition if the Company or one or more of its Subsidiaries consummate (a) the Orbotech Acquisition or (b) any other Acquisition (or a series of acquisitionsAcquisitions completed during any period of 180 days) the purchase price for which is financed, in whole or in part, with indebtednessIndebtedness of the Company or one or more of its Subsidiaries in an aggregate principal amount of $1,000,000,000 or more of, the Company or one or more Subsidiaries and thatmay (in the case of clause (b) above, only if the Leverage Ratio as of the last day of any Computation Period; provided thatthe fiscal quarter most recently ended on or prior to the consummation of such Acquisition (or the last Acquisition of such series) and for which financial statements have been delivered pursuant to Section 5.01(a) or 5.01(b), the Borrower shall be permitted to allow the Leverage Ratio under this Section 7.1(b) to be increased to 3.75:1:00 (with such Leverage Ratio being calculated when determined on a pro forma basis, including basis would result in an increase inafter giving effect to any related incurrencesuch Acquisition (or such series of Acquisitions) and the incurrence of such Indebtedness, assumption would be greater than the Leverage Ratio, the Company may as of the last day of such fiscal quarter determined without giving pro forma effect thereto), elect, by written notice delivered to the Administrative Agent within 30 days following the consummation of such acquisition orthe Orbotech Acquisition or repayment such other such Acquisition (or the last Acquisition in such series of Indebtedness and any cash or Cash Equivalents acquired by acquisitions) (a “Leverage Increase Election”), to increase the Borrower or any Subsidiary, in each case in connection with a Material Acquisitionmaximum permitted Leverage Ratio to (i) at 4.00 to 1.00 on the end last day of and for the fiscal quarter during which a Material such acquisition or series of acquisitionsthe Orbotech Acquisition or such Acquisition (or the last Acquisition in such series), as the case may be, shall have closed been completedconsummated and at on the end last day of and for each of the following three consecutive fiscal quarters thereafter, with a step down to(ii) 3.50 to 1.00 on the last day of each of the following four consecutive fiscal quarters thereafter and tofollowing the last fiscal quarter referred to in clause (i) above and (iii) 3.00 to 1.00 on the last day of each subsequent fiscal quarter following the closing of such Material Acquisition last fiscal quarter referred to in clause (ii) above (the period during which any such increase in the maximum permitted Leverage Ratio shall be in effect being called a “Leverage Ratio Increase Period”) by delivering a notice to the Administrative Agent within 30 days following the closing of such Material Acquisition (such notice, a “Leverage Ratio Increase Election”). The Borrower Company may terminate any Leverage Ratio Increase Period by a notice delivered to the Administrative AgentAgent (a “Leverage Increase Termination Notice”), whereupon, the Leverage Ratio Increase Period shall be deemed to be terminated on the last day of the fiscal quarter during which such notice Leverage Increase Termination Notice is given and on the last day of such fiscal quarter and each fiscal quarter thereafter until another Leverage Ratio Increase Period has shall have commenced as provided in this Section 7.1(b)Section, the maximum permitted Leverage Ratio shall be 3.25:1.003.00 to 1.00. If a Leverage Ratio Increase Election shall have been made under this Section 7.1(b)Section, the Borrower Company may not make another Leverage Ratio Increase Election unless, following the expiration or termination or expiration of the most recent prior Leverage Ratio Increase Period, the Leverage Ratio as of the last day of at least two consecutive full fiscal quarters of the Borrower following such termination or expiration Company shall not have exceeded 2.75:1.003.00 to 1.00. Notwithstanding For the foregoingavoidance of doubt, a Leverage Increase Election made after the Borrower shall not be end of a fiscal quarter, but within 30 days following the consummation during such fiscal quarter of an acquisition orthe Orbotech Acquisition or the applicable other Acquisition (or such series of acquisitionsAcquisitions), as the case may be, will have retroactive effect as of the end of such fiscal quarter and, so long as the maximum permitted to make more than two Leverage Ratio in effect following such Leverage Increase Elections during Election is not exceeded, will prevent the term occurrence of a Default or Event of Default under this AgreementSection as of the end of such fiscal quarter.
Appears in 1 contract
Samples: Incremental Facility, Extension and Amendment Agreement (Kla Tencor Corp)
Leverage Ratio. Permit The Company will not permit the Consolidated Leverage Ratio to exceed 3.25:1.00 3.25 to 1.00 for the four fiscal quarters of the Company then last ended (in each case taken as one accounting period) as of the last day of any Computation Periodeach fiscal quarter; provided that, to the Borrower extent the Company consummates an acquisition permitted by this Agreement for aggregate cash consideration exceeding $150,000,000 (each, a “Material Acquisition”), the Company may elect, upon written notice to AIG and each holder of a Note that is an Institutional Investor, which notice shall be permitted provided no later than the last Business Day of the fiscal quarter in which the relevant Material Acquisition is consummated, to allow increase the maximum Consolidated Leverage Ratio under permitted by this Section 7.1(b) 10.9 to be increased 3.75 to 3.75:1:00 (with such Leverage Ratio being calculated on a pro forma basis, including giving effect to any related incurrence, assumption or repayment of Indebtedness and any cash or Cash Equivalents acquired by the Borrower or any Subsidiary, in each case in connection with a Material Acquisition) at the end of and 1.00 for the fiscal quarter during in which a such Material Acquisition shall have closed is consummated and at the end of and for each of the three consecutive fiscal quarters of the Company following the closing of such Material Acquisition (the period during which any such increase in the Leverage Ratio shall be in effect being called each, a “Leverage Ratio Increase Four Quarter Period”) by delivering a notice (retroactive to the Administrative Agent within 30 days following the closing first day of such Material Acquisition (such noticeFour Quarter Period), a “Leverage Ratio Increase Election”). The Borrower may terminate any Leverage Ratio Increase Period by a notice delivered and the interest rate applicable to the Administrative Agent, whereupon, Notes shall increase by 0.50% per annum during the Leverage Ratio Increase Period shall be deemed to be terminated on period from (and retroactive to) the last first day of such Four Quarter Period until the fiscal quarter during which such notice is given and on earlier of (i) the last day of such fiscal quarter and each fiscal quarter thereafter until another at the end of which the Consolidated Leverage Ratio Increase for the four fiscal quarters of the Company then ended did not exceed 3.25 to 1.00 (retroactive to such date) and (ii) the last day of such Four Quarter Period has commenced as (each, a “Covenant Reset Date”) (such increase, the “Acquisition Spike”); provided in this Section 7.1(b)further that, the maximum Consolidated Leverage Ratio shall may be 3.25:1.00increased to 3.75 to 1.00 for a Four Quarter Period in connection with a Material Acquisition no more than three times. If a For the avoidance of doubt, the Consolidated Leverage Ratio Increase Election shall have been made under this Section 7.1(b), the Borrower may not make another Leverage Ratio Increase Election unless, following exceed 3.25 to 1.00 for the termination or expiration four fiscal quarters of the most recent prior Leverage Ratio Increase Period, the Leverage Ratio Company then last ended (in each case taken as one accounting period) as of the last day of each fiscal quarter that ends after a Covenant Reset Date during a Four Quarter Period. If the Consolidated Leverage Ratio is increased for a Four Quarter Period pursuant to the preceding sentence, no corresponding increase in the Consolidated Leverage Ratio with respect to a subsequent Material Acquisition may occur until the completion of at least two consecutive one full fiscal quarters quarter following the last day of such Four Quarter Period. If an interest payment on any Notes is due after the last day of any fiscal quarter of the Borrower Company, but before the Consolidated Leverage Ratio as of such last day has been calculated, then the Company shall pay an amount calculated as if the interest rate in effect on such last day had continued thereafter. If such calculation shows that there was a change in the interest rate on the Notes effective as of the first day following such termination last day, then the amount of interest payable by the Company on the next succeeding interest payment date in respect of such Notes shall be increased or expiration shall not decreased, as applicable, to the extent necessary to reflect the interest rate that should have exceeded 2.75:1.00. Notwithstanding the foregoing, the Borrower shall not be permitted to make more than two Leverage Ratio Increase Elections during the term been taken into account as of this Agreementsuch first following day.
Appears in 1 contract
Samples: Multicurrency Private Shelf Agreement (Henry Schein Inc)
Leverage Ratio. Permit USI and the Borrower will not permit the ratio (the “Leverage Ratio”), determined as of the end of each of USI’s fiscal quarters, of (i) Consolidated Funded Indebtedness of USI and its Subsidiaries to (ii) Consolidated EBITDA for the then most-recently ended four fiscal quarters to be greater than 3.50 to 1.00; provided that, the maximum Leverage Ratio permitted under this Section 6.20 shall be increased, in the case of (x) one or more Qualifying Permitted Acquisitions in which the cash portion of the Purchase Price for all such Qualifying Permitted Acquisitions consummated in the trailing twelve month period is in excess of $150,000,000, to 4.00 to 1.00 and (y) unless and to the extent that clause (x) above does not apply, one or more Qualifying Permitted Acquisitions in which the cash portion of the Purchase Price for all such Qualifying Permitted Acquisitions consummated in the trailing twelve month period is in excess of $75,000,000, to 3.75 to 1.00 (any such increase pursuant to clause (x) or clause (y), a “Covenant Holiday”), in each case, for the first four fiscal quarters (or, solely with respect to the Covenant Holiday under clause (x) that commenced with the fiscal quarter ending September 30, 2015, for the first six fiscal quarters) immediately following the Qualifying Permitted Acquisition giving rise to the Covenant Holiday 19589v2 (inclusive of the fiscal quarter in which such Qualifying Permitted Acquisition occurs); provided, further, that (A) at the time of any Qualifying Permitted Acquisition giving rise to any proposed Covenant Holiday arising pursuant to clause (x) above, the Leverage Ratio, calculated on a pro forma basis based on USI’s most recent financial statements delivered pursuant to Section 6.1 (or, prior to the delivery of the first such financial statements hereunder, as of March 31, 2013) and giving effect to such Qualifying Permitted Acquisition (including any incurrence of Indebtedness in connection therewith) and any Permitted Acquisition (including any incurrence of Indebtedness in connection therewith) and Material Disposition (including any reduction of Indebtedness in connection therewith) since the date of such financial statements as if such Qualifying Permitted Acquisition and any such Permitted Acquisition and Material Disposition (and any incurrence or reduction of Indebtedness in connection with any of the foregoing) had occurred as of the first day of the four quarter period set forth in such financial statements, shall not exceed 3.75 to 1.00 and (B) the Leverage Ratio shall have been less than 3.50 to exceed 3.25:1.00 1.00 for at least two consecutive fiscal quarters immediately proceeding the commencement of such proposed Covenant Holiday. The Leverage Ratio shall be calculated as of the last day of any Computation Period; provided that, the Borrower shall be permitted to allow the Leverage Ratio under this Section 7.1(b) to be increased to 3.75:1:00 (with such Leverage Ratio being calculated on a pro forma basis, including giving effect to any related incurrence, assumption or repayment of Indebtedness and any cash or Cash Equivalents acquired by the Borrower or any Subsidiary, in each case in connection with a Material Acquisition) at the end of and for the fiscal quarter during which a Material Acquisition shall have closed and at the end of and for each of the three consecutive fiscal quarters following the closing of such Material Acquisition (the period during which any such increase in the Leverage Ratio shall be in effect being called a “Leverage Ratio Increase Period”) by delivering a notice to the Administrative Agent within 30 days following the closing of such Material Acquisition (such notice, a “Leverage Ratio Increase Election”). The Borrower may terminate any Leverage Ratio Increase Period by a notice delivered to the Administrative Agent, whereupon, the Leverage Ratio Increase Period shall be deemed to be terminated on the last day of the fiscal quarter during which such notice is given and on the last day of such fiscal quarter and each fiscal quarter thereafter until another Leverage Ratio Increase Period has commenced as provided in this Section 7.1(b)of USI based upon (a) for Consolidated Funded Indebtedness, the maximum Leverage Ratio shall be 3.25:1.00. If a Leverage Ratio Increase Election shall have been made under this Section 7.1(b), the Borrower may not make another Leverage Ratio Increase Election unless, following the termination or expiration of the most recent prior Leverage Ratio Increase Period, the Leverage Ratio Consolidated Funded Indebtedness as of the last day of at least two consecutive full each such fiscal quarters quarter and (b) for Consolidated EBITDA, the actual amount as of the Borrower following such termination or expiration shall not have exceeded 2.75:1.00. Notwithstanding last day of each fiscal quarter for the foregoing, the Borrower shall not be permitted to make more than two Leverage Ratio Increase Elections during the term of this Agreementmost recently ended four consecutive fiscal quarters.
Appears in 1 contract
Samples: Five Year Revolving Credit Agreement (Essendant Inc)
Leverage Ratio. Permit the Leverage Ratio to exceed 3.25:1.00 as of the last day of any Computation Period; provided that, the Borrower shall be permitted to allow the Leverage Ratio under this Section 7.1(b) to be increased to 3.75:1:00 (with such Leverage Ratio being calculated on a pro forma basis, including giving effect to any related incurrence, assumption or repayment of Indebtedness and any cash or Cash Equivalents acquired by the Borrower or any Subsidiary, in each case in connection with a Material Acquisition) at the end of and for the fiscal quarter during which a Material Acquisition shall have closed and at the end of and for each of the three consecutive fiscal quarters following the closing of such Material Acquisition (the period during which any such increase in the Leverage Ratio shall be in effect being called a “Leverage Ratio Increase Period”) by delivering a notice to the Administrative Agent within 30 days following the closing of such Material Acquisition (such notice, a “Leverage Ratio Increase Election”). The Borrower may terminate any Leverage Ratio Increase Period by a notice delivered to the Administrative Agent, whereupon, the Leverage Ratio Increase Period shall be deemed to be terminated on the last day of the fiscal quarter during which such notice is given and on the last day of such fiscal quarter and each fiscal quarter thereafter until another Leverage Ratio Increase Period has commenced as provided in this Section 7.1(b), the maximum Leverage Ratio shall be 3.25:1.00. If a Leverage Ratio Increase Election shall have been made under this Section 7.1(b), the Borrower may not make another Leverage Ratio Increase Election unless, following the termination or expiration of the most recent prior Leverage Ratio Increase Period, permit the Leverage Ratio as of the last day of at least any fiscal quarter of Borrower commencing with the quarter ending June 30, 2023 to be greater than (i) 3.50 to 1.00, for any Test Period ending prior to the consummation of a Qualified IPO, or (ii) 4.00 to 1.00, for any Test Period ending on or after the date a Qualified IPO is consummated; provided, that if Borrower consummates one or more Qualified Acquisitions, then the applicable maximum permitted ratio for the fiscal quarter in which such Qualified Acquisition closes and the immediately following two consecutive full fiscal quarters shall, at Borrower’s election (which shall be specified in the Compliance Certificate for the relevant fiscal quarter), be increased by 0.50 (but except as provided in the last sentence of this Section 8.1, in no event in excess of 0.50 in total, regardless of the Borrower following total number of Qualified Acquisitions consummated during any relevant period) (any such termination or expiration shall not have exceeded 2.75:1.00. Notwithstanding increase for a two-quarter period being a “Leverage Step-Up”), subject to the foregoing, limitations that (a) the Borrower shall not be permitted to make utilize the Leverage Step-Up mechanism in two consecutive quarters (such second quarter, the “Back to Back Quarter”) unless the Borrower shall be in pro forma compliance with the base level Leverage Ratio (i.e., calculated without any Leverage Step-Up) prior to the commencement date of such Back to Back Quarter (and after giving effect to the consummation of the Qualified Acquisition), and (b) no more than two three (3) Leverage Ratio Increase Elections during Step-Ups shall be permitted in total over the term of this AgreementAgreement (it being understood that the Leverage Step-Ups effected in connection with the Qualified Acquisitions being consummated on or about the First Amendment Effective Date as provided in the last sentence of this Section 8.1 shall be disregarded for purposes of calculating the limitations set forth in this clause (b)). Notwithstanding the foregoing, (A) with respect to the fiscal quarter in which the Qualified Acquisitions being consummated on or about the First Amendment Effective Date are consummated, Borrower shall be entitled to elect a Leverage Step-Up of 0.75 (i.e., total maximum ratio of 4.25 to 1.00 or, on and after a Qualified IPO, 4.75 to 1.00) and (B) with respect to the two fiscal quarters 42297167v.11 immediately following such fiscal quarter (provided Xxxxxxxx has affirmatively elected to exercise its Leverage Step-Up therefor), Borrower shall be entitled to a Leverage Step-Up of 0.50 (i.e., total maximum ratio of 4.00 to 1.00 or, on and after a Qualified IPO, 4.50 to 1.00).
Appears in 1 contract
Samples: Credit Agreement (LandBridge Co LLC)
Leverage Ratio. Permit the Borrower shall have a Leverage Ratio to exceed 3.25:1.00 be tested as of the last day end of any Computation Periodeach Fiscal Quarter commencing with the Fiscal Quarter ending on June 30, 2008 on a trailing twelve-month basis of not greater than 5.0 to 1.0; provided thatprovided, however, for the Fiscal Quarters ending on June 30, 2008 and September 30, 2008, Borrower’s results shall be annualized by Lender for the period commencing on January 1, 2008 through such testing date. XXXXX XXXXXX MEZZANINE PARTNERS II, X.X. Xxxxx Plains Plaza 000 Xxxxxxxx Xxx., Suite 1206 White Plains, NY 10601 Re: $4,000,000 Loan by FIFTH STREET MEZZANINE PARTNERS II, L.P. (“Lender”) to XLNT VETERINARY CARE, INC., a Delaware corporation (“Borrower”) Ladies and Gentlemen: This letter shall memorialize the understanding with respect to the performance of certain post-closing obligations as more particularly set forth in Schedule A, attached hereto (collectively and individually, “Post-Closing Obligations”) in consideration for the making of the above-referenced loan (the “Loan”) pursuant to the terms of a Credit Agreement dated as of June 29, 2007, as amended by that certain First Amendment to Credit Agreement dated November 27, 2007 and Second Amendment to Credit Agreement and Loan Documents dated as of the even date hereof by and between Borrower and Lender (collectively, the Borrower shall be permitted to allow the Leverage Ratio under this Section 7.1(b) to be increased to 3.75:1:00 (with such Leverage Ratio being calculated on a pro forma basis, including giving effect to any related incurrence, assumption or repayment of Indebtedness and any cash or Cash Equivalents acquired by the Borrower or any Subsidiary, in each case in connection with a Material Acquisition) at the end of and for the fiscal quarter during which a Material Acquisition shall have closed and at the end of and for each of the three consecutive fiscal quarters following the closing of such Material Acquisition (the period during which any such increase in the Leverage Ratio shall be in effect being called a “Leverage Ratio Increase Period”) by delivering a notice to the Administrative Agent within 30 days following the closing of such Material Acquisition (such notice, a “Leverage Ratio Increase ElectionCredit Agreement”). The Borrower may terminate any Leverage Ratio Increase Period by This post-closing letter shall be considered a notice delivered to Loan Document under the Administrative Agent, whereuponCredit Agreement and a default under this letter shall constitute a default under the Credit Agreement, the Leverage Ratio Increase Period Loan Documents and the Loan. Any failure of Borrower to deliver any items or perform any Post-Closing Obligations as set forth on Schedule A within the time frame set forth in Schedule A shall be an immediate Event of Default under the Credit Agreement for which there shall be no notice, grace or cure period. All conditions precedent, representations, covenants and Events of Default contained in the Credit Agreement and the other Loan Documents shall be deemed modified only to the extent necessary to effect the rights and obligations set forth in this post-closing letter (and to permit the taking of the actions described herein within the time periods required above, rather than as elsewhere provided in the Loan Documents), provided that to the extent any representation and warranty would not be true because the foregoing actions were not taken on the Closing Date, the respective representation and warranty shall be required to be terminated true and correct in all material respects at the time the respective action is taken (or was required to be taken) in accordance with this post-closing letter. Any capitalized term not defined herein shall have the meaning ascribed to such term in the Credit Agreement. Very truly yours, XLNT VETERINARY CARE, INC., a Delaware corporation By: /s/ Xxxxxx Xxxxxxxxx Name: Xxxxxx Xxxxxxxxx Title: Secretary AGREED AND ACKNOWLEDGED: FIFTH STREET MEZZANINE PARTNERS II, L.P., a Delaware limited partnership By: Fifth Street Mezzanine Partners II GP, LLC, a Delaware limited liability company, its general partner By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Executive Vice President and Secretary The Post-Closing Obligations are as follows:
1. On or before March 5, 2008, Borrower shall pay all outstanding amounts and file all applicable documents to remove that certain County Tax Lien filed in Riverside County on November 19, 2007 as Document No. 2007-071110 (the “County Tax Lien”), which affects 00000 Xxxx XX, Xxxxxxxx Xxxxx, XX 00000. On or before April 30, 2008, Borrower shall provide evidence to Lender, acceptable to Lender in its reasonable discretion, that the County Tax Lien has been released and removed from title.
2. On or before March 5, 2008, Borrower shall record a Correction Quitclaim Deed and/or a Declaration of Scrivener in the Riverside County Recorder’s Office to correct Borrower’s state of formation to Delaware (00000 Xxxx XX, Xxxxxxxx Xxxxx, XX 00000 in Riverside is currently vested in XLNT VETERINARY CARE INC., a California corporation).
3. On or before March 5, 2008, Borrower shall pay all general, special and supplemental property taxes in San Bernardino County and Riverside County that are due and payable on the last day of the fiscal quarter during which real property collateral. On or before April 30, 2008, Borrower shall provide evidence to Lender, acceptable to Lender in its reasonable discretion, that all such notice is given and on the last day of such fiscal quarter and each fiscal quarter thereafter until another Leverage Ratio Increase Period has commenced as provided in this Section 7.1(b), the maximum Leverage Ratio shall be 3.25:1.00. If a Leverage Ratio Increase Election shall property taxes have been made under this Section 7.1(b), the Borrower may not make another Leverage Ratio Increase Election unless, following the termination or expiration of the most recent prior Leverage Ratio Increase Period, the Leverage Ratio as of the last day of at least two consecutive full fiscal quarters of the Borrower following such termination or expiration shall not have exceeded 2.75:1.00. Notwithstanding the foregoing, the Borrower shall not be permitted to make more than two Leverage Ratio Increase Elections during the term of this Agreementpaid.
Appears in 1 contract
Samples: Credit Agreement (Pet DRx CORP)
Leverage Ratio. Permit The Company will not permit the Consolidated Leverage Ratio to exceed 3.25:1.00 3.25 to 1.00 for the four fiscal quarters of the Company then last ended (in each case taken as one accounting period) as of the last day of any Computation Periodeach fiscal quarter; provided that, to the Borrower extent the Company consummates an acquisition permitted by this Agreement for aggregate cash consideration exceeding $150,000,000 (each, a “Material Acquisition”), the Company may elect, upon written notice to Prudential and each holder of a Note that is an Institutional Investor, which notice shall be permitted provided no later than the last Business Day of the fiscal quarter in which the relevant Material Acquisition is consummated, to allow increase the maximum Consolidated Leverage Ratio under permitted by this Section 7.1(b) 10.9 to be increased 3.75 to 3.75:1:00 (with such Leverage Ratio being calculated on a pro forma basis, including giving effect to any related incurrence, assumption or repayment of Indebtedness and any cash or Cash Equivalents acquired by the Borrower or any Subsidiary, in each case in connection with a Material Acquisition) at the end of and 1.00 for the fiscal quarter during in which a such Material Acquisition shall have closed is consummated and at the end of and for each of the three consecutive fiscal quarters of the Company following the closing of such Material Acquisition (the period during which any such increase in the Leverage Ratio shall be in effect being called each, a “Leverage Ratio Increase Four Quarter Period”) by delivering a notice (retroactive to the Administrative Agent within 30 days following the closing first day of such Material Acquisition (such noticeFour Quarter Period), a “Leverage Ratio Increase Election”). The Borrower may terminate any Leverage Ratio Increase Period by a notice delivered and the interest rate applicable to the Administrative Agent, whereupon, Notes shall increase by 0.50% per annum during the Leverage Ratio Increase Period shall be deemed to be terminated on period from (and retroactive to) the last first day of such Four Quarter Period until the fiscal quarter during which such notice is given and on earlier of (i) the last day of such fiscal quarter and each fiscal quarter thereafter until another at the end of which the Consolidated Leverage Ratio Increase for the four fiscal quarters of the Company then ended did not exceed 3.25 to 1.00 (retroactive to such date) and (ii) the last day of such Four Quarter Period has commenced as (each, a “Covenant Reset Date”) (such increase, the “Acquisition Spike”); provided in this Section 7.1(b)further that, the maximum Consolidated Leverage Ratio shall may be 3.25:1.00increased to 3.75 to 1.00 for a Four Quarter Period in connection with a Material Acquisition no more than three times after the Original Closing Date. If a For the avoidance of doubt, the Consolidated Leverage Ratio Increase Election shall have been made under this Section 7.1(b), the Borrower may not make another Leverage Ratio Increase Election unless, following exceed 3.25 to 1.00 for the termination or expiration four fiscal quarters of the most recent prior Leverage Ratio Increase Period, the Leverage Ratio Company then last ended (in each case taken as one accounting period) as of the last day of each fiscal quarter that ends after a Covenant Reset Date during a Four Quarter Period. If the Consolidated Leverage Ratio is increased for a Four Quarter Period pursuant to the preceding sentence, no corresponding increase in the Consolidated Leverage Ratio with respect to a subsequent Material Acquisition may occur until the completion of at least two consecutive one full fiscal quarters quarter following the last day of such Four Quarter Period. If an interest payment on any Notes is due after the last day of any fiscal quarter of the Borrower Company, but before the Consolidated Leverage Ratio as of such last day has been calculated, then the Company shall pay an amount calculated as if the interest rate in effect on such last day had continued thereafter. If such calculation shows that there was a change in the interest rate on the Notes effective as of the first day following such termination last day, then the amount of interest payable by the Company on the next succeeding interest payment date in respect of such Notes shall be increased or expiration shall not decreased, as applicable, to the extent necessary to reflect the interest rate that should have exceeded 2.75:1.00. Notwithstanding been taken into account as of such first following day.”
(d) Section 10 of the foregoing, Note Facility is hereby amended by deleting Subsection 10.11.
(e) Schedule B of the Borrower shall not be permitted to make more than two Note Facility is hereby amended by deleting the following definitions: “Additional Interest,” “Cash Equivalents,” “Consolidated Net Debt,” “Consolidated Net Leverage Ratio Increase Elections during Ratio,” “Cost Savings,” “Designated Charges,” “Leverage Spike,” “Leverage Spike Period,” “Xxxxx’x,” “Pro Forma Cost Savings,” “Restricted Payment,” “Restructuring Expenses,” “S&P,” and “Unrestricted Cash.”
(f) The definition of “Consolidated EBITDA” in Schedule B of the term of this Agreement.Note Facility is hereby amended and restated in its entirety as follows:
Appears in 1 contract
Samples: Multicurrency Private Shelf Agreement (Henry Schein Inc)
Leverage Ratio. Permit (a) Prior to the Collateral Release Date, Holdings and the Borrower shall not permit the Leverage Ratio for any period of four fiscal quarters of Holdings ending on or following the Amendment Effective Date to exceed 3.25:1.00 2.50 to 1.00.
(b) From and after the Collateral Release Date, Holdings and the Borrower shall not permit the Leverage Ratio for any period of four fiscal quarters of Holdings ending on or following the Collateral Release Date to exceed 2.00 to 1.00 (the “Collateral Release Maximum Leverage Ratio”); provided that, on the Collateral Release Date and from time to time on each date of incurrence of Pension Refinancing Debt, the Collateral Release Maximum Leverage Ratio shall be increased by an amount equal to the greater of (i) (A) the aggregate principal amount of Pension Refinancing Debt incurred as of the Collateral Release Date, divided by (B) Consolidated EBITDA for a period of four consecutive fiscal quarters of Holdings ended on the Collateral Release Date (or if the Collateral Release Date is not the last day of any Computation Period; provided thata fiscal quarter, the Borrower shall be permitted to allow the Leverage Ratio under this Section 7.1(b) to be increased to 3.75:1:00 (with such Leverage Ratio being calculated on a pro forma basis, including giving effect to any related incurrence, assumption or repayment of Indebtedness and any cash or Cash Equivalents acquired by the Borrower or any Subsidiary, in each case in connection with a Material Acquisition) at the end of and for the fiscal quarter during which a Material Acquisition shall have closed and at the end of and for each of the three consecutive fiscal quarters following the closing of such Material Acquisition (the period during which any such increase in the Leverage Ratio shall be in effect being called a “Leverage Ratio Increase Period”) by delivering a notice to the Administrative Agent within 30 days following the closing of such Material Acquisition (such notice, a “Leverage Ratio Increase Election”). The Borrower may terminate any Leverage Ratio Increase Period by a notice delivered to the Administrative Agent, whereupon, the Leverage Ratio Increase Period shall be deemed to be terminated ended on the last day of the fiscal quarter during which of Holdings most recently ended prior to the Collateral Release Date) to 1.00 and, (ii) on each date of incurrence of Pension Refinancing Debt after the Collateral Release Date, the (A) the aggregate principal amount of Pension Refinancing Debt as of such notice date, divided by (B) Consolidated EBITDA for the period of four consecutive fiscal quarters of Holdings ended on such date (or if such date is given and not the last day of a fiscal quarter, ended on the last day of such the fiscal quarter and each fiscal quarter thereafter until another of Holdings most recently ended prior to such date) to 1.00 (the amount of such increase, the “Incremental Leverage Ratio Increase”); provided further that the Incremental Leverage Ratio Increase Period has commenced as provided shall not, in this Section 7.1(b)any event, exceed 0.25. For the avoidance of doubt, the maximum Collateral Release Maximum Leverage Ratio shall not be 3.25:1.00. If increased to a level higher than 2.25 to 1.00 as a result of any Incremental Leverage Ratio Increase Election shall have been made under this Section 7.1(b), the Borrower may not make another Leverage Ratio Increase Election unless, following the termination or expiration of the most recent prior Leverage Ratio Increase Period, the Leverage Ratio as of the last day of at least two consecutive full fiscal quarters of the Borrower following such termination or expiration shall not have exceeded 2.75:1.00. Notwithstanding the foregoing, the Borrower shall not be permitted to make more than two Leverage Ratio Increase Elections during the term of this AgreementIncrease.
Appears in 1 contract
Leverage Ratio. Permit USI and the Borrower will not permit the ratio (the “Leverage Ratio”), determined as of the end of each of USI’s fiscal quarters, of (i) Consolidated Funded Indebtedness of USI and its Subsidiaries to (ii) Consolidated EBITDA for the then most-recently ended four fiscal quarters to be greater than 3.50 to 1.00; provided that, the maximum Leverage Ratio permitted under this Section 6.20 shall be increased, in the case of (x) one or more Qualifying Permitted Acquisitions in which the cash portion of the Purchase Price for all such Qualifying Permitted Acquisitions consummated in the trailing twelve month period is in excess of $150,000,000, to 4.00 to 1.00 and (y) unless and to the extent that clause (x) above does not apply, one or more Qualifying Permitted Acquisitions in which the cash portion of the Purchase Price for all such Qualifying Permitted Acquisitions consummated in the trailing twelve month period is in excess of $75,000,000, to 3.75 to 1.00 (any such increase pursuant to clause (x) or clause (y), a “Covenant Holiday”), in each case, for the first four fiscal quarters (or, solely with respect to the Covenant Holiday under clause (x) that commenced with the fiscal quarter ending September 30, 2015, for the first six fiscal quarters) immediately following the Qualifying Permitted Acquisition giving rise to the Covenant Holiday (inclusive of the fiscal quarter in which such Qualifying Permitted Acquisition occurs); provided, further, that (A) at the time of any Qualifying Permitted Acquisition giving rise to any proposed Covenant Holiday arising pursuant to clause (x) above, the Leverage Ratio, calculated on a pro forma basis based on USI’s most recent financial statements delivered pursuant to Section 6.1 (or, prior to the delivery of the first such financial statements hereunder, as of March 31, 2013) and giving effect to such Qualifying Permitted Acquisition (including any incurrence of Indebtedness in connection therewith) and any Permitted Acquisition (including any incurrence of Indebtedness in connection therewith) and Material Disposition (including any reduction of Indebtedness in connection therewith) since the date of such financial statements as if such Qualifying Permitted Acquisition and any such Permitted Acquisition and Material Disposition (and any incurrence or reduction of Indebtedness in connection with any of the foregoing) had occurred as of the first day of the four quarter period set forth in such financial statements, shall not exceed 3.75 to 1.00 and (B) the Leverage Ratio shall have been less than 3.50 to exceed 3.25:1.00 1.00 for at least two consecutive fiscal quarters immediately proceeding the commencement of such proposed Covenant Holiday. The Leverage Ratio shall be calculated as of the last day of any Computation Period; provided that, the Borrower shall be permitted to allow the Leverage Ratio under this Section 7.1(b) to be increased to 3.75:1:00 (with such Leverage Ratio being calculated on a pro forma basis, including giving effect to any related incurrence, assumption or repayment of Indebtedness and any cash or Cash Equivalents acquired by the Borrower or any Subsidiary, in each case in connection with a Material Acquisition) at the end of and for the fiscal quarter during which a Material Acquisition shall have closed and at the end of and for each of the three consecutive fiscal quarters following the closing of such Material Acquisition (the period during which any such increase in the Leverage Ratio shall be in effect being called a “Leverage Ratio Increase Period”) by delivering a notice to the Administrative Agent within 30 days following the closing of such Material Acquisition (such notice, a “Leverage Ratio Increase Election”). The Borrower may terminate any Leverage Ratio Increase Period by a notice delivered to the Administrative Agent, whereupon, the Leverage Ratio Increase Period shall be deemed to be terminated on the last day of the fiscal quarter during which such notice is given and on the last day of such fiscal quarter and each fiscal quarter thereafter until another Leverage Ratio Increase Period has commenced as provided in this Section 7.1(b)of USI based upon (a) for Consolidated Funded Indebtedness, the maximum Leverage Ratio shall be 3.25:1.00. If a Leverage Ratio Increase Election shall have been made under this Section 7.1(b), the Borrower may not make another Leverage Ratio Increase Election unless, following the termination or expiration of the most recent prior Leverage Ratio Increase Period, the Leverage Ratio Consolidated Funded Indebtedness as of the last day of at least two consecutive full each such fiscal quarters quarter and (b) for Consolidated EBITDA, the actual amount as of the Borrower following such termination or expiration shall not have exceeded 2.75:1.00. Notwithstanding last day of each fiscal quarter for the foregoing, the Borrower shall not be permitted to make more than two Leverage Ratio Increase Elections during the term of this Agreementmost recently ended four consecutive fiscal quarters.
Appears in 1 contract
Samples: Consent Letter (Essendant Inc)
Leverage Ratio. Permit the On a Consolidated basis, maintain (x) a Leverage Ratio to exceed 3.25:1.00 as of the last day end of each fiscal quarter of the Borrower of less than or equal to 3.50 to 1.0 or (y) following a Senior Note Event (in the case of a Senior Note Event described in clause (b) of such definition, to the extent the applicable Note Purchase Agreement includes corresponding maximum Net Leverage Ratio (for the avoidance of doubt, including a definition of Net Leverage Ratio consistent with the definition thereof in this Agreement)), a Net Leverage Ratio as of the end of each fiscal quarter of the Borrower of less than or equal to 3.75:1.00; provided, that, following a Senior Note Event (in the case of a Senior Note Event described in clause (b) of such definition, to the extent the applicable Note Purchase Agreement includes a corresponding Leverage Ratio Increase (as defined below) provision), in connection with the Kite Acquisition or any Computation Period; provided thatPermitted Acquisition or series of Permitted Acquisitions having aggregate consideration (including cash, cash equivalents and other deferred payment obligations) in excess of $100,000,000 for such Permitted Acquisition or series of Permitted Acquisitions occurring during any twelve-month period, the Borrower shall be permitted to allow the Leverage Ratio under this Section 7.1(b) to be increased to 3.75:1:00 (with such Leverage Ratio being calculated on a pro forma basismay, including giving effect to any related incurrenceat its election, assumption or repayment of Indebtedness and any cash or Cash Equivalents acquired by the Borrower or any Subsidiary, in each case in connection with the Kite Acquisition or such Permitted Acquisition or the last in a Material Acquisition) at series of Permitted Acquisitions and upon prior written notice to the end Administrative Agent, increase the required Leverage Ratio or Net Leverage Ratio, as applicable, pursuant to this Section to a level of and less than or equal to 4.25 to 1.00, which such increase shall be applicable for the fiscal quarter during in which a Material the Kite Acquisition shall have closed or such Permitted Acquisition, as applicable, is consummated and at the end of and for each of the three (3) consecutive fiscal quarters following the closing of such Material Acquisition quarterly test periods thereafter (the period during which any such increase in the Leverage Ratio shall be in effect being called a “Leverage Ratio Increase Period”) by delivering a notice to the Administrative Agent within 30 days following the closing of such Material Acquisition (such noticeeach, a “Leverage Ratio Increase ElectionIncrease”). The Borrower may terminate any Leverage Ratio Increase Period by a notice delivered to the Administrative Agent, whereupon, the Leverage Ratio Increase Period ; provided further that there shall be deemed to be terminated on the last day of the fiscal quarter during which such notice is given and on the last day of such fiscal quarter and each fiscal quarter thereafter until another Leverage Ratio Increase Period has commenced as provided in this Section 7.1(b), the maximum Leverage Ratio shall be 3.25:1.00. If a Leverage Ratio Increase Election shall have been made under this Section 7.1(b), the Borrower may not make another Leverage Ratio Increase Election unless, following the termination or expiration of the most recent prior Leverage Ratio Increase Period, the Leverage Ratio as of the last day of at least two consecutive full fiscal quarters of the Borrower following such termination or expiration shall not have exceeded 2.75:1.00. Notwithstanding the foregoing, the Borrower shall not be permitted to make more than two Leverage Ratio Increase Elections during the term of this Agreement.(2)
Appears in 1 contract
Leverage Ratio. Permit The Company will not permit the Leverage Ratio to exceed 3.25:1.00 as of on the last day of any Computation Periodfiscal quarter of the Company to exceed 3.00 to 1.00; provided that, following the Borrower shall be permitted to allow completion of an acquisition (or a series of acquisitions completed during any period of 180 days) the Leverage Ratio under this Section 7.1(b) to be increased to 3.75:1:00 (purchase price for which is financed in whole or in part with such Leverage Ratio being calculated indebtedness in an aggregate principal amount of $1,000,000,000 or more of the Company or one or more Subsidiaries and that on a pro forma basisbasis would result in an increase in the Leverage Ratio, including giving effect the Company may elect, by written notice delivered to any related incurrencethe Administrative Agent within 30 days following the consummation of such acquisition or series of acquisitions (a “Leverage Increase Election”), assumption or repayment to increase the permitted Leverage Ratio to 4.00 to 1.00 on the last day of Indebtedness and any cash or Cash Equivalents acquired by the Borrower or any Subsidiary, in each case in connection with a Material Acquisition) at the end of and for the fiscal quarter during which a Material Acquisition such acquisition or series of acquisitions shall have closed been completed and at on the end last day of and for each of the following three consecutive fiscal quarters thereafter, with a step down to 3.50 to 1.00 on the last day of each of the following four fiscal quarters thereafter and to 3.00 to 1.00 on the closing last day of such Material Acquisition each subsequent fiscal quarter (the period during which any such increase in the Leverage Ratio shall be in effect being called a “Leverage Ratio Increase Period”) by delivering a notice to the Administrative Agent within 30 days following the closing of such Material Acquisition (such notice, a “Leverage Ratio Increase Election”). The Borrower Period”).The Company may terminate any Leverage Ratio Increase Period by a notice delivered to the Administrative AgentAgent (a “Leverage Increase Termination Notice”), whereupon, the Leverage Ratio Increase Period shall be deemed to be terminated on the last day of the fiscal quarter during which such notice Leverage Increase Termination Notice is given and on the last day of such fiscal quarter and each fiscal quarter thereafter until another Leverage Ratio Increase Period has shall have commenced as provided in this Section 7.1(b)Section, the maximum Leverage Ratio shall be 3.25:1.003.00 to 1.00. If a Leverage Ratio Increase Election shall have been made under this Section 7.1(b)Section, the Borrower Company may not make another Leverage Ratio Increase Election unless, following the expiration or termination or expiration of the most recent prior Leverage Ratio Increase Period, the Leverage Ratio as of the last day of at least two consecutive full fiscal quarters of the Borrower following such termination or expiration Company shall not have exceeded 2.75:1.003.00 to 1.00. Notwithstanding For the foregoingavoidance of doubt, a Leverage Increase Election made after the Borrower shall not be permitted to make more than two end of a fiscal quarter, but within 30 days following the consummation during such fiscal quarter of an acquisition or series of acquisitions, will have retroactive effect as of the end of such fiscal quarter and, so long as the maximum Leverage Ratio in effect following such Leverage Increase Elections during Election is not exceeded, will prevent the term occurrence of a Default or Event of Default under this AgreementSection as of the end of such fiscal quarter.
Appears in 1 contract
Samples: Credit Agreement (Kla Tencor Corp)
Leverage Ratio. Permit The Company will not permit the Consolidated Leverage Ratio to exceed 3.25:1.00 3.25 to 1.00 for the four fiscal quarters of the Company then last ended (in each case taken as one accounting period) as of the last day of any Computation Periodeach fiscal quarter; provided provided, that, to the Borrower extent the Company consummates an acquisition permitted by this Agreement for aggregate cash consideration exceeding $150,000,000 (each, a “Material Acquisition”), the Company may elect, upon written notice to MetLife and each holder of a Note that is an Institutional Investor, which notice shall be permitted provided no later than the last Business Day of the fiscal quarter in which the relevant Material Acquisition is consummated, to allow increase the maximum Consolidated Leverage Ratio under permitted by this Section 7.1(b) 10.9 to be increased 3.75 to 3.75:1:00 (with such Leverage Ratio being calculated on a pro forma basis, including giving effect to any related incurrence, assumption or repayment of Indebtedness and any cash or Cash Equivalents acquired by the Borrower or any Subsidiary, in each case in connection with a Material Acquisition) at the end of and 1.00 for the fiscal quarter during in which a such Material Acquisition shall have closed is consummated and at the end of and for each of the three consecutive fiscal quarters of the Company following the closing of such Material Acquisition (the period during which any such increase in the Leverage Ratio shall be in effect being called each, a “Leverage Ratio Increase Four Quarter Period”) by delivering a notice (retroactive to the Administrative Agent within 30 days following the closing first day of such Material Acquisition (such noticeFour Quarter Period), a “Leverage Ratio Increase Election”). The Borrower may terminate any Leverage Ratio Increase Period by a notice delivered and the interest rate applicable to the Administrative Agent, whereupon, Notes shall increase by 0.50% per annum during the Leverage Ratio Increase Period shall be deemed to be terminated on period from (and retroactive to) the last first day of such Four Quarter Period until the fiscal quarter during which such notice is given and on earlier of (i) the last day of such fiscal quarter and each fiscal quarter thereafter until another at the end of which the Consolidated Leverage Ratio Increase for the four fiscal quarters of the Company then ended did not exceed 3.25 to 1.00 (retroactive to such date) and (ii) the last day of such Four Quarter Period has commenced as (each a “Covenant Reset Date”) (such increase, the “Acquisition Spike”); provided in this Section 7.1(b)further that, the maximum Consolidated Leverage Ratio shall may be 3.25:1.00increased to 3.75 to 1.00 for a Four Quarter Period in connection with a Material Acquisition no more than three times after the Original Closing Date. If a For the avoidance of doubt, the Consolidated Leverage Ratio Increase Election shall have been made under this Section 7.1(b), the Borrower may not make another Leverage Ratio Increase Election unless, following exceed 3.25 to 1.00 for the termination or expiration four fiscal quarters of the most recent prior Leverage Ratio Increase Period, the Leverage Ratio Company then last ended (in each case taken as one accounting period) as of the last day of each fiscal quarter that ends after a Covenant Reset Date during a Four Quarter Period. If the Consolidated Leverage Ratio is increased for a Four Quarter Period pursuant to the preceding sentence, no corresponding increase in the Consolidated Leverage Ratio with respect to a subsequent Material Acquisition may occur until the completion of at least two consecutive one full fiscal quarters quarter following the last day of such Four Quarter Period. If an interest payment on any Notes is due after the last day of any fiscal quarter of the Borrower Company, but before the Consolidated Leverage Ratio as of such last day has been calculated, then the Company shall pay an amount calculated as if the interest rate in effect on such last day had continued thereafter. If such calculation shows that there was a change in the interest rate on the Notes effective as of the first day following such termination last day, then the amount of interest payable by the Company on the next succeeding interest payment date in respect of such Notes shall be increased or expiration shall not decreased, as applicable, to the extent necessary to reflect the interest rate that should have exceeded 2.75:1.00. Notwithstanding been taken into account as of such first following day.
(c) Section 10 of the foregoing, Note Facility is hereby amended by deleting Subsection 10.11.
(d) Schedule B of the Borrower shall not be permitted Note Facility is hereby amended by:
(i) amending and restating the definition of “Additional Interest” to make more than two Leverage Ratio Increase Elections during the term of this Agreement.read in its entirety as follows:
Appears in 1 contract
Samples: Multicurrency Master Note Purchase Agreement (Henry Schein Inc)
Leverage Ratio. Permit The Parent and the Company will not permit the ratio (the “Leverage Ratio”), determined as of the end of each of the Parent’s Fiscal Quarters, of (i) Consolidated Funded Indebtedness of the Parent and its Subsidiaries to (ii) Consolidated EBITDA for the then most recently completed four Fiscal Quarters to be greater than 3.50 to 1.00; provided, however, that the maximum Leverage Ratio permitted under this Section 10.1 shall be increased, in the case of (x) one or more Qualifying Permitted Acquisitions in which the cash portion of the Purchase Price for all such Qualifying Permitted Acquisitions consummated in the trailing twelve month period is in excess of $150,000,000, to 4.00 to 1.00, and (y) unless and to the extent that clause (x) above does not apply, one or more Qualifying Permitted Acquisitions in which the cash portion of the Purchase Price for all such Qualifying Permitted Acquisitions consummated in the trailing twelve month period is in excess of $75,000,000, to 3.75 to 1.00 (any such increase pursuant to clause (x) or clause (y), a “Covenant Holiday”), in each case, for the first four Fiscal Quarters (or, solely with respect to the Covenant Holiday under clause (x) that commenced with the Fiscal Quarter ending September 30, 2015, for the first six Fiscal Quarters) immediately following the Qualifying Permitted Acquisition giving rise to the Covenant Holiday (inclusive of the fiscal quarter in which such Qualifying Permitted Acquisition occurs); provided, further, that (A) at the time of any Qualifying Permitted Acquisition giving rise to any proposed Covenant Holiday arising pursuant to clause (x) above, the Leverage Ratio, calculated on a pro forma 4218061 basis based on the Parent’s most recent financial statements delivered pursuant to Section 7.1 and giving effect to such Qualifying Permitted Acquisition (including any incurrence of Indebtedness in connection therewith) and any Acquisition (including any incurrence of Indebtedness in connection therewith) and Material Disposition (including any reduction of Indebtedness in connection therewith) since the date of such financial statements as if such Qualifying Permitted Acquisition and any such Acquisition and Material Disposition (and any incurrence or reduction of Indebtedness in connection with any of the foregoing) had occurred as of the first day of the four quarter period set forth in such financial statements, shall not exceed 3.75 to 1.00, (B) the Leverage Ratio shall have been less than 3.50 to exceed 3.25:1.00 1.00 for at least two consecutive Fiscal Quarters immediately proceeding the commencement of such proposed Covenant Holiday, and (C) the Company shall have paid the additional interest as provided in Section 1.3. The Leverage Ratio shall be calculated as of the last day of any Computation Period; provided that, the Borrower shall be permitted to allow the Leverage Ratio under this Section 7.1(b) to be increased to 3.75:1:00 (with such Leverage Ratio being calculated on a pro forma basis, including giving effect to any related incurrence, assumption or repayment of Indebtedness and any cash or Cash Equivalents acquired by the Borrower or any Subsidiary, in each case in connection with a Material Acquisition) at the end of and for the fiscal quarter during which a Material Acquisition shall have closed and at the end of and for each Fiscal Quarter of the three consecutive fiscal quarters following the closing of such Material Acquisition Parent based upon (the period during which any such increase in the Leverage Ratio shall be in effect being called a “Leverage Ratio Increase Period”a) by delivering a notice to the Administrative Agent within 30 days following the closing of such Material Acquisition (such noticefor Consolidated Funded Indebtedness, a “Leverage Ratio Increase Election”). The Borrower may terminate any Leverage Ratio Increase Period by a notice delivered to the Administrative Agent, whereupon, the Leverage Ratio Increase Period shall be deemed to be terminated on the last day of the fiscal quarter during which such notice is given and on the last day of such fiscal quarter and each fiscal quarter thereafter until another Leverage Ratio Increase Period has commenced as provided in this Section 7.1(b), the maximum Leverage Ratio shall be 3.25:1.00. If a Leverage Ratio Increase Election shall have been made under this Section 7.1(b), the Borrower may not make another Leverage Ratio Increase Election unless, following the termination or expiration of the most recent prior Leverage Ratio Increase Period, the Leverage Ratio Consolidated Funded Indebtedness as of the last day of at least two consecutive full fiscal quarters each such Fiscal Quarter, and (b) for Consolidated EBITDA, the actual amount as of the Borrower following such termination or expiration shall not have exceeded 2.75:1.00. Notwithstanding last day of each Fiscal Quarter for the foregoing, the Borrower shall not be permitted to make more than two Leverage Ratio Increase Elections during the term of this Agreementmost recently ended four consecutive Fiscal Quarters.”
Appears in 1 contract
Leverage Ratio. Permit (a) The Company will not permit the Leverage Ratio as of the end of any fiscal quarter to exceed 3.25:1.00 3.50:1.00; provided that, following the completion of a Material Acquisition that, on a pro forma basis, giving effect to any related incurrence or repayment of Debt, would result in an increase in the Company’s Leverage Ratio, if the Company Waters Corporation Second Amendment to Note Purchase Agreement shall so elect by a notice delivered to the holders of Notes as of the last day of any Computation Period; provided that, the Borrower shall be permitted to allow fiscal quarter the Material Acquisition was consummated (a “Leverage Ratio under this Section 7.1(b) to Increase Election”), such maximum Leverage Ratio shall be increased to 3.75:1:00 (with such Leverage Ratio being calculated on a pro forma basis, including giving effect to any related incurrence, assumption or repayment of Indebtedness and any cash or Cash Equivalents acquired by the Borrower or any Subsidiary, in each case in connection with a Material Acquisition) 4.00:1.00 at the end of and for the fiscal quarter during which a such Material Acquisition shall have closed been consummated and at the end of and for each of the following three consecutive fiscal quarters following the closing of such Material Acquisition (the period during which any such increase in the Leverage Ratio shall be in effect being called a “Leverage Ratio Increase Period”) by delivering a notice ), and in which event, the Company shall be obligated to pay the Administrative Agent within 30 days following the closing of such Material Acquisition (such notice, a “Leverage Ratio Increase Election”Incremental Interest Payment provided for in Section 10.9(c). The Borrower Company may terminate any Leverage Ratio Increase Period by a notice delivered to the Administrative Agentholders of Notes, whereupon, the Leverage Ratio Increase Period shall be deemed to be terminated on the last day of the fiscal quarter during which such notice is given and on the last day of such fiscal quarter and each fiscal quarter thereafter until another Leverage Ratio Increase Period has commenced as provided in this Section 7.1(b)Section, the maximum Leverage Ratio shall be 3.25:1.003.50:1.00. If a Leverage Ratio Increase Election shall have been made under this Section 7.1(b)Section, the Borrower Company may not make another Leverage Ratio Increase Election unless, following the termination or expiration of the most recent prior Leverage Ratio Increase Period, the Leverage Ratio as of the last day of at least two consecutive full fiscal quarters of the Borrower following such termination or expiration Company shall not have exceeded 2.75:1.003.50:1.00. Notwithstanding the foregoing, the Borrower Company shall not be permitted to make more than two Leverage Ratio Increase Elections during the term of this Agreement.
(b) If the Leverage Ratio exceeds 3.50 to 1.00 as permitted by Section 10.9(a), as evidenced by an Officer’s Certificate delivered pursuant to Section 7.2(a), the interest rate payable on the Notes shall be increased by 0.50% (the “Incremental Interest”). Such Incremental Interest shall begin to accrue on the first day of the fiscal quarter following the fiscal quarter in respect of which such Officer’s Certificate was delivered, and shall continue to accrue until the Company has provided an Officer’s Certificate pursuant to Section 7.2(a) demonstrating that, as of the last day of the fiscal quarter in respect of which such Officer’s Certificate is delivered, the Leverage Ratio is not more than 3.50 to 1.00. In the event such Officer’s Certificate evidencing that the Leverage Ratio is not more than 3.50 to 1.00 is delivered, the Incremental Interest shall cease to accrue on the last day of the fiscal quarter in respect of which such Officer’s Certificate is delivered.
(c) Within 10 Business Days of the delivery of an Officer’s Certificate pursuant to Section 7.2(a) evidencing that the Leverage Ratio exceeds 3.50 to 1.00, the Company shall pay to each holder of a Note the amount attributable to the Incremental Interest (the “Incremental Interest Payment”) which shall be the product of (i) the aggregate outstanding principal amount of Notes held by such holder (or its predecessor(s) in interest) as of the first day that Incremental Interest begins to accrue, (ii) 0.50% (to reflect the Incremental Interest) and (iii) 0.25% (to reflect that the Incremental Interest is payable quarterly). The Incremental Interest Payment, if any, shall be paid quarterly by wire transfer of immediately available funds to each holder of the Notes in accordance with the terms of this Agreement. Waters Corporation Second Amendment to Note Purchase Agreement
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Leverage Ratio. Permit USI and the Borrower will not permit the ratio (the “Leverage Ratio”), determined as of the end of each of USI’s fiscal quarters, of (i) Consolidated Funded Indebtedness of USI and its Subsidiaries to (ii) Consolidated EBITDA for the then most-recently ended four fiscal quarters to be greater than 3.50 to 1.00; provided that, the maximum Leverage Ratio permitted under this Section 6.20 shall be increased, in the case of (x) one or more Qualifying Permitted Acquisitions in which the cash portion of the Purchase Price for all such Qualifying Permitted Acquisitions consummated in the trailing twelve month period is in excess of $150,000,000, to 4.00 to 1.00 and (y) unless and to the extent that clause (x) above does not apply, one or more Qualifying Permitted Acquisitions in which the cash portion of the Purchase Price for all such Qualifying Permitted Acquisitions consummated in the trailing twelve month period is in excess of $75,000,000, to 3.75 to 1.00 (any such increase pursuant to clause (x) or clause (y), a “Covenant Holiday”), in each case, for the first four fiscal quarters immediately following the Qualifying Permitted Acquisition giving rise to the Covenant Holiday (inclusive of the fiscal quarter in which such Qualifying Permitted Acquisition occurs); provided, further, that (A) at the time of any Qualifying Permitted Acquisition giving rise to any proposed Covenant Holiday arising pursuant to clause (x) above, the Leverage Ratio, calculated on a pro forma basis based on USI’s most recent financial statements delivered pursuant to Section 6.1 (or, prior to the delivery of the first such financial statements hereunder, as of March 31, 2013) and giving effect to such Qualifying Permitted Acquisition (including any incurrence of Indebtedness in connection therewith) and any Permitted Acquisition (including any incurrence of Indebtedness in connection therewith) and Material Disposition (including any reduction of Indebtedness in connection therewith) since the date of such financial statements as if such Qualifying Permitted Acquisition and any such Permitted Acquisition and Material Disposition (and any incurrence or reduction of Indebtedness in connection with any of the foregoing) had occurred as of the first day of the four quarter period set forth in such financial statements, shall not exceed 3.75 to 1.00 and (B) the Leverage Ratio shall have been less than 3.50 to exceed 3.25:1.00 1.00 for at least two consecutive fiscal quarters immediately proceeding the commencement of such proposed Covenant Holiday. The Leverage Ratio shall be calculated as of the last day of any Computation Period; provided that, the Borrower shall be permitted to allow the Leverage Ratio under this Section 7.1(b) to be increased to 3.75:1:00 (with such Leverage Ratio being calculated on a pro forma basis, including giving effect to any related incurrence, assumption or repayment of Indebtedness and any cash or Cash Equivalents acquired by the Borrower or any Subsidiary, in each case in connection with a Material Acquisition) at the end of and for the fiscal quarter during which a Material Acquisition shall have closed and at the end of and for each of the three consecutive fiscal quarters following the closing of such Material Acquisition (the period during which any such increase in the Leverage Ratio shall be in effect being called a “Leverage Ratio Increase Period”) by delivering a notice to the Administrative Agent within 30 days following the closing of such Material Acquisition (such notice, a “Leverage Ratio Increase Election”). The Borrower may terminate any Leverage Ratio Increase Period by a notice delivered to the Administrative Agent, whereupon, the Leverage Ratio Increase Period shall be deemed to be terminated on the last day of the fiscal quarter during which such notice is given and on the last day of such fiscal quarter and each fiscal quarter thereafter until another Leverage Ratio Increase Period has commenced as provided in this Section 7.1(b)of USI based upon (a) for Consolidated Funded Indebtedness, the maximum Leverage Ratio shall be 3.25:1.00. If a Leverage Ratio Increase Election shall have been made under this Section 7.1(b), the Borrower may not make another Leverage Ratio Increase Election unless, following the termination or expiration of the most recent prior Leverage Ratio Increase Period, the Leverage Ratio Consolidated Funded Indebtedness as of the last day of at least two consecutive full each such fiscal quarters quarter and (b) for Consolidated EBITDA, the actual amount as of the Borrower following such termination or expiration shall not have exceeded 2.75:1.00. Notwithstanding last day of each fiscal quarter for the foregoing, the Borrower shall not be permitted to make more than two Leverage Ratio Increase Elections during the term of this Agreementmost recently ended four consecutive fiscal quarters.
Appears in 1 contract
Samples: Five Year Revolving Credit Agreement (United Stationers Inc)
Leverage Ratio. Permit (a) The Parent will not permit the Leverage Ratio to exceed 3.25:1.00 as of for any period ending on the last day of any Computation PeriodFiscal Quarter ending during a period set forth below to be greater than the ratio set forth opposite such period: Period of Four Quarters Ending Ratio April 30, 2013 through January 31, 2014 4.00:1.00 April 30, 2014 through January 31, 2015 3.50:1.00 April 30, 2015 through January 31, 2016 3.00:1.00 April 30, 2016 and thereafter 2.75:1.00
(b) For purposes of determining compliance with the financial covenant set forth in this Section 7.2.4, any equity investment made in any Borrower by any one or more of the Permitted Holders after the Closing Date and on or prior to the date financial statements are required to be delivered for a Fiscal Quarter will, at the request of the Parent, be included in the calculation of Consolidated EBITDA for the purposes of determining compliance with the Leverage Ratio pursuant to this Section 7.2.4 for such Fiscal Quarter (any such equity contribution so included in the calculation of Consolidated EBITDA, being a “Specified Equity Contribution”); provided thatprovided, the Borrower however, that (i) there shall be permitted no more than two Specified Equity Contributions made in a period of four consecutive Fiscal Quarters and no more than five Specified Equity Contributions in the aggregate made during the term of the Commitment, (ii) the amount of any Specified Equity Contribution shall be no greater than 100% of the amount required to allow cause the Parent to be in compliance with the Leverage Ratio pursuant to this Section 7.2.4; (iii) such Specified Equity Contribution shall only be given effect for purposes of compliance with this Section 7.2.4 and not for any other use of the Leverage Ratio under this Section 7.1(bAgreement or under any of the other Loan Documents; and (iv) to be the extent Consolidated EBITDA has been increased to 3.75:1:00 (with for any Fiscal Quarter as a result of a Specified Equity Contribution, Consolidated EBITDA as so increased for such Leverage Ratio being calculated on a pro forma basis, including giving effect to Fiscal Quarter shall apply for any related incurrence, assumption or repayment subsequent determination of Indebtedness and any cash or Cash Equivalents acquired by the Borrower or any Subsidiary, in each case in connection with a Material Acquisition) at the end of and for the fiscal quarter during which a Material Acquisition shall have closed and at the end of and for each of the three consecutive fiscal quarters following the closing of such Material Acquisition (the period during which any such increase in the Leverage Ratio shall be in effect being called a “Leverage Ratio Increase Period”) by delivering a notice pursuant to the Administrative Agent within 30 days following the closing of such Material Acquisition (such notice, a “Leverage Ratio Increase Election”). The Borrower may terminate any Leverage Ratio Increase Period by a notice delivered to the Administrative Agent, whereupon, the Leverage Ratio Increase Period shall be deemed to be terminated on the last day of the fiscal quarter during which such notice is given and on the last day of such fiscal quarter and each fiscal quarter thereafter until another Leverage Ratio Increase Period has commenced as provided in this Section 7.1(b), the maximum Leverage Ratio shall be 3.25:1.00. If a Leverage Ratio Increase Election shall have been made under this Section 7.1(b), the Borrower may not make another Leverage Ratio Increase Election unless, following the termination or expiration of the most recent prior Leverage Ratio Increase Period, the Leverage Ratio as of the last day of at least two consecutive full fiscal quarters of the Borrower following 7.2.4 which includes such termination or expiration shall not have exceeded 2.75:1.00. Notwithstanding the foregoing, the Borrower shall not be permitted to make more than two Leverage Ratio Increase Elections during the term of this AgreementFiscal Quarter.
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Leverage Ratio. Permit (a) As of the end of any fiscal quarter, the Company will not permit the ratio of Consolidated Total Debt (excluding, for purposes of calculation of the Leverage Ratio, reverse interest rate swap contracts) as at such date to Consolidated EBITDA for the four consecutive fiscal quarters then ending (herein, the “Leverage Ratio”) to be more than 4.00:1.00; provided that at the end of each of the first four fiscal quarters ending after the consummation of an acquisition permitted under Section 10.5(a) with an aggregate consideration in excess of $150,000,000, commencing with the fiscal quarter in which such acquisition was consummated, the Company will not permit the Leverage Ratio to exceed 3.25:1.00 as of be more than 4.25:1.00.
(b) Notwithstanding the last day of foregoing Section 10.14(a), if, at any Computation Period; provided thattime, the Borrower shall be permitted to allow Bank Credit Facility includes a total leverage ratio as then applicable (the “Bank Credit Facility Leverage Ratio”) that is more restrictive than the Leverage Ratio under this contained in Section 7.1(b) to be increased to 3.75:1:00 (with such Leverage Ratio being calculated on a pro forma basis10.14(a), including giving effect to any related incurrence, assumption or repayment of Indebtedness and any cash or Cash Equivalents acquired by the Borrower or any Subsidiary, in each case in connection with a Material Acquisition) at the end of and for the fiscal quarter during which a Material Acquisition shall have closed and at the end of and for each of the three consecutive fiscal quarters following the closing of such Material Acquisition (the period during which any such increase in then the Leverage Ratio shall be in effect being called a “Leverage Ratio Increase Period”permitted by Section 10.14(a) by delivering a notice to the Administrative Agent within 30 days following the closing of such Material Acquisition (such notice, a “Leverage Ratio Increase Election”). The Borrower may terminate any Leverage Ratio Increase Period by a notice delivered to the Administrative Agent, whereupon, the Leverage Ratio Increase Period shall be deemed to be terminated on automatically amended to be as restrictive as the last day Bank Credit Facility Leverage Ratio at such time. If, at any time when the requirement of the fiscal quarter during which such notice immediately preceding sentence is given and on in effect, the last day of such fiscal quarter and each fiscal quarter thereafter until another Bank Credit Facility Leverage Ratio Increase Period has commenced as is made less restrictive, the Leverage Ratio required by Section 10.14(a) shall be deemed automatically amended herein to reflect the Bank Credit Facility Leverage Ratio loosening (other than a loosening resulting from a temporary waiver) without any further action by any party hereto; provided in this Section 7.1(b), that no such automatic amendment shall cause the maximum Leverage Ratio under Section 10.14(a) to exceed 4.00:1.00 or 4:25:1.00, as then applicable; and provided further that, in no event, shall be 3.25:1.00. If a Leverage Ratio Increase Election shall have been made under this Section 7.1(b), the Borrower may not make another Leverage Ratio Increase Election unless, following the termination or expiration of the most recent prior Leverage Ratio Increase Period, the Leverage Ratio as be automatically amended to be less restrictive at any time when a Default or Event of Default has occurred and is continuing.
1.5. Section 10.15 of the last day of at least two consecutive full fiscal quarters of the Borrower following such termination or expiration Original Note Purchase Agreement shall not have exceeded 2.75:1.00. Notwithstanding the foregoing, the Borrower shall not be permitted and is hereby amended in its entirety to make more than two Leverage Ratio Increase Elections during the term of this Agreement.read as follow:
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Leverage Ratio. Permit the Leverage Ratio to exceed 3.25:1.00 as of the last day of any Computation Period; provided that, the Borrower shall be permitted to allow the Leverage Ratio under this Section 7.1(b) to be increased to 3.75:1:00 (with such Leverage Ratio being calculated on a pro forma basis, including giving effect to any related incurrence, assumption or repayment of Indebtedness and any cash or Cash Equivalents acquired by the Borrower or any Subsidiary, in each case in connection with a Material Acquisition) at the end of and for the fiscal quarter during which a Material Acquisition shall have closed and at the end of and for each of the three consecutive fiscal quarters following the closing of such Material Acquisition (the period during which any such increase in the Leverage Ratio shall be in effect being called a “Leverage Ratio Increase Period”) by delivering a notice to the Administrative Agent within 30 days following the closing of such Material Acquisition (such notice, a “Leverage Ratio Increase Election”). The Borrower may terminate any Leverage Ratio Increase Period by a notice delivered to the Administrative Agent, whereupon, the Leverage Ratio Increase Period shall be deemed to be terminated on the last day of the fiscal quarter during which such notice is given and on the last day of such fiscal quarter and each fiscal quarter thereafter until another Leverage Ratio Increase Period has commenced as provided in this Section 7.1(b), the maximum Leverage Ratio shall be 3.25:1.00. If a Leverage Ratio Increase Election shall have been made under this Section 7.1(b), the Borrower may will not make another Leverage Ratio Increase Election unless, following the termination or expiration of the most recent prior Leverage Ratio Increase Period, permit the Leverage Ratio as of the last day of at least two any period of four consecutive full fiscal quarters of the Borrower following such termination (a) ending on or expiration shall not have exceeded 2.75:1.00. Notwithstanding the foregoingprior to March 31, 2023 to be greater than 4.00 to 1.00 and (b) ending after March 31, 2023 to be greater than 3.50 to 1.00; provided that, the Borrower shall not be permitted to make more than two Leverage Ratio Increase Elections permitted, (i) on one occasion during the term of this Agreement, to allow the Leverage Ratio required under Section 6.06(b) to be increased to 4.00 to 1.00 in connection with an Acquisition for the period beginning on the closing date of such Acquisition until (and including) the last day of the fourth full fiscal quarter of the Borrower following the closing date of such Acquisition and (ii) on one additional occasion during the term of this Agreement, to allow the Leverage Ratio required under Section 6.06(b) to be increased to (w) 4.50 to 1.00 in connection with an Acquisition for the period beginning on the closing date of such Acquisition until (and including) the last day of the second full fiscal quarter of the Borrower following the closing date of such Acquisition, (x) 4.25 to 1.00 for the period beginning on the first day of the third full fiscal quarter following the closing date of such Acquisition until (and including) the last day of the fourth full fiscal quarter of the Borrower following the closing date of such Acquisition, (y) 4.00 to 1.00 for the period beginning on the first day of the fifth full fiscal quarter following the closing date of such Acquisition until (and including) the last day of the sixth full fiscal quarter of the Borrower following the closing date of such Acquisition and (z) 3.75 to 1.00 for the period beginning on the first day of the seventh full fiscal quarter following the closing date of such Acquisition until (and including) the last day of the eighth full fiscal quarter of the Borrower following the closing date of such Acquisition (each such increase under clauses (i) and (ii), an “Acquisition Holiday”), so long as (A) on the last day of the fiscal quarter immediately preceding the consummation of (or, at the Borrower’s option, signing of the definitive agreement relating to) such Acquisition, the Leverage Ratio did not exceed 3.50 to 1.00 and (B) the Borrower is in compliance on a Pro Forma Basis with a maximum Leverage Ratio of (x) 4.00 to 1.00 on the closing date of such Acquisition immediately after giving effect to such Acquisition in case of clause (i) above and (y) 4.50 to 1.00 on the closing date of such Acquisition immediately after giving effect to such Acquisition in case of clause (ii) above; provided, further, that (i) the Borrower shall provide notice in writing to the Administrative Agent of such Acquisition Holiday and a transaction description of such Acquisition (regarding the name of the Person or assets being acquired, the purchase price, the Leverage Ratio on a Pro Forma Basis and the acquired revenue (for the trailing four quarter period) and Consolidated EBITDA of such acquired Person or assets) and (ii) at the end of any Acquisition Holiday, the maximum Leverage Ratio permitted under this Section 6.06 (if then applicable) shall revert to 3.50 to 1.00.
Appears in 1 contract
Samples: Credit Agreement (Nasdaq, Inc.)
Leverage Ratio. Permit the Leverage Ratio to exceed 3.25:1.00 as of the last day end of any Computation Periodfiscal quarter to exceed 3.50:1.00; provided that, following the Borrower shall be permitted to allow the Leverage Ratio under this Section 7.1(b) to be increased to 3.75:1:00 (with such Leverage Ratio being calculated completion of a Material Acquisition that, on a pro forma basis, including giving effect to any related incurrence, assumption incurrence or repayment of Indebtedness and any cash or Cash Equivalents acquired Debt, would result in an increase in the Company’s Leverage Ratio, if the Company shall so elect by a notice delivered to the Borrower or any SubsidiaryAdministrative Agent within 30 days following the completion of such Material Acquisition (a “Leverage Ratio Increase Election”), in each case in connection with a Material Acquisition) such maximum Leverage Ratio shall be increased to 4.00:1.00 at the end of and for the fiscal quarter during which a such Material Acquisition shall have closed been completed and at the end of and for each of the following three consecutive fiscal quarters following the closing of such Material Acquisition (the period during which any such increase in the Leverage Ratio shall be in effect being called a “Leverage Ratio Increase Period”) by delivering a notice to the Administrative Agent within 30 days following the closing of such Material Acquisition (such notice, a “Leverage Ratio Increase Election”). The Borrower Company may terminate any Leverage Ratio Increase Period by a notice delivered to the Administrative Agent, whereupon, the Leverage Ratio Increase Period shall be deemed to be terminated on the last day of the fiscal quarter during which such notice is given and on the last day of such fiscal quarter and each fiscal quarter thereafter until another Leverage Ratio Increase Period has commenced as provided in this Section 7.1(b)Section, the maximum Leverage Ratio shall be 3.25:1.003.50:1.00. If a Leverage Ratio Increase Election shall have been made under this Section 7.1(b)Section, the Borrower Company may not make another Leverage Ratio Increase Election unless, following the termination or expiration of the most recent prior Leverage Ratio Increase Period, the Leverage Ratio as of the last day of at least two consecutive full fiscal quarters of the Borrower following such termination or expiration Company shall not have exceeded 2.75:1.003.50:1.00. Notwithstanding the foregoing, the Borrower Company shall not be permitted to make more than two Leverage Ratio Increase Elections during the term of this Agreement.
Appears in 1 contract
Samples: Credit Agreement (Waters Corp /De/)
Leverage Ratio. Permit the Leverage Ratio to exceed 3.25:1.00 as of the last day of any Computation Period; provided that, the Borrower shall be permitted to allow the Leverage Ratio under this Section 7.1(b) to be increased to 3.75:1:00 (with such Leverage Ratio being calculated on a pro forma basis, including giving effect to any related incurrence, assumption or repayment of Indebtedness and any cash or Cash Equivalents acquired by the Borrower or any Subsidiary, in each case in connection with a Material Acquisition) at the end of and for the fiscal quarter during which a Material Acquisition shall have closed and at the end of and for each of the three consecutive fiscal quarters following the closing of such Material Acquisition (the period during which any such increase in the Leverage Ratio shall be in effect being called a “Leverage Ratio Increase Period”) by delivering a notice to the Administrative Agent within 30 days following the closing of such Material Acquisition (such notice, a “Leverage Ratio Increase Election”). The Borrower may terminate any Leverage Ratio Increase Period by a notice delivered to the Administrative Agent, whereupon, the Leverage Ratio Increase Period shall be deemed to be terminated on the last day of the fiscal quarter during which such notice is given and on the last day of such fiscal quarter and each fiscal quarter thereafter until another Leverage Ratio Increase Period has commenced as provided in this Section 7.1(b), the maximum Leverage Ratio shall be 3.25:1.00. If a Leverage Ratio Increase Election shall have been made under this Section 7.1(b), the Borrower may will not make another Leverage Ratio Increase Election unless, following the termination or expiration of the most recent prior Leverage Ratio Increase Period, permit the Leverage Ratio as of the last day of at least two any period of four consecutive full fiscal quarters of the Borrower (x) ending on or prior to any date other than the dates occurring during the periods described in clauses (y) and (z), to be greater than 3.50 to 1.00, (y) ending on or after the Verafin Acquisition Closing Date and on or prior to the last day of the fourth full fiscal quarter of the Borrower following such termination the Verafin Acquisition Closing Date to be greater than 4.50:1.00 or expiration shall not have exceeded 2.75:1.00. Notwithstanding (z) ending after the foregoinglast day of the fourth full fiscal quarter of the Borrower following the Verafin Acquisition Closing Date and on or prior to the last day of the eighth full fiscal quarter of the Borrower following the Acquisition Closing Date to be greater than 4.00:1.00; provided that, in addition to the Verafin Acquisition, the Borrower shall be permitted, not be permitted to make more than two Leverage Ratio Increase Elections one time during the term of this Agreement, to allow the Leverage Ratio required under Section 6.06(x) to be increased to 4.00 to 1.00 in connection with an Acquisition for the period beginning on the closing date of such Acquisition until (and including) the last day of the fourth full fiscal quarter of the Borrower following the closing date of such Acquisition (an “Acquisition Holiday”), so long as (A) on the last day of the fiscal quarter immediately preceding the consummation of (or, at the Borrower’s option, signing of the definitive agreement relating to) such Acquisition, the Leverage Ratio did not exceed 3.50 to 1.00 and (B) the Borrower is in compliance on a Pro Forma Basis with a maximum Leverage Ratio of 4.00 to 1.00 on the closing date of such Acquisition immediately after giving effect to such Acquisition; provided, further, that (i) the Borrower shall provide notice in writing to the Administrative Agent of such Acquisition Holiday and a transaction description of such Acquisition (regarding the name of the Person or assets being acquired, the purchase price, the Leverage Ratio on a Pro Forma Basis and the acquired revenue (for the trailing four quarter period) and Consolidated EBITDA of such acquired Person or assets), (ii) at the end of any Acquisition Holiday, the Leverage Ratio permitted under Section 6.06(x) (if then applicable) shall revert to 3.50 to 1.00.
Appears in 1 contract
Samples: Credit Agreement (Nasdaq, Inc.)
Leverage Ratio. Permit the Leverage Ratio to exceed 3.25:1.00 as of the last day of any Computation Period; provided that, the Borrower shall be permitted to allow the Leverage Ratio under this Section 7.1(b) to be increased to 3.75:1:00 (with such Leverage Ratio being calculated on a pro forma basis, including giving effect to any related incurrence, assumption or repayment of Indebtedness and any cash or Cash Equivalents acquired by the Borrower or any Subsidiary, in each case in connection with a Material Acquisition) at the end of and for the fiscal quarter during which a Material Acquisition shall have closed and at the end of and for each of the three consecutive fiscal quarters following the closing of such Material Acquisition (the period during which any such increase in the Leverage Ratio shall be in effect being called a “Leverage Ratio Increase Period”) by delivering a notice to the Administrative Agent within 30 days following the closing of such Material Acquisition (such notice, a “Leverage Ratio Increase Election”). The Borrower may terminate any Leverage Ratio Increase Period by a notice delivered to the Administrative Agent, whereupon, the Leverage Ratio Increase Period shall be deemed to be terminated on the last day of the fiscal quarter during which such notice is given and on the last day of such fiscal quarter and each fiscal quarter thereafter until another Leverage Ratio Increase Period has commenced as provided in this Section 7.1(b), the maximum Leverage Ratio shall be 3.25:1.00. If a Leverage Ratio Increase Election shall have been made under this Section 7.1(b), the Borrower may not make another Leverage Ratio Increase Election unless, following the termination or expiration of the most recent prior Leverage Ratio Increase Period, permit the Leverage Ratio as of the last day of at least any fiscal quarter of Borrower commencing with the quarter ending June 30, 2023 to be greater than (i) 3.50 to 1.00, for any Test Period ending prior to the consummation of a Qualified IPO, or (ii) 4.00 to 1.00, for any Test Period ending on or after the date a Qualified IPO is consummated; provided, that if Borrower consummates one or more Qualified Acquisitions, then the applicable maximum permitted ratio for the fiscal quarter in which such Qualified Acquisition closes and the immediately following two consecutive full fiscal quarters shall, at Borrower’s election (which shall be specified in the Compliance Certificate for the relevant fiscal quarter), be increased by 0.50 (but except as provided in the last sentence of this Section 8.1, in no event in excess of 0.50 in total, regardless of the Borrower following total number of Qualified Acquisitions consummated during any relevant period) (any such termination or expiration shall not have exceeded 2.75:1.00. Notwithstanding increase for a two-quarter period being a “Leverage Step-Up”), subject to the foregoing, limitations that (a) the Borrower shall not be permitted to make utilize the Leverage Step-Up mechanism in two consecutive quarters (such second quarter, the “Back to Back Quarter”) unless the Borrower shall be in pro forma compliance with the base level Leverage Ratio (i.e., calculated without any Leverage Step-Up) prior to the commencement date of such Back to Back Quarter (and after giving effect to the consummation of the Qualified Acquisition), and (b) no more than two three (3) Leverage Ratio Increase Elections during Step-Ups shall be permitted in total over the term of this AgreementAgreement (it being understood that the Leverage Step-Ups effected in connection with the Qualified Acquisitions being consummated on or about the First Amendment Effective Date as provided in the last sentence of this Section 8.1 shall be disregarded for purposes of calculating the limitations set forth in this clause (b)). Notwithstanding the foregoing, (A) with respect to the fiscal quarter in which the Qualified Acquisitions being consummated on or about the First Amendment Effective Date are consummated, Borrower shall be entitled to elect a Leverage Step-Up of 0.75 (i.e., total maximum ratio of 4.25 to 1.00 or, on and after a Qualified IPO, 4.75 to 1.00) and (B) with respect to the two fiscal quarters immediately following such fiscal quarter (provided Xxxxxxxx has affirmatively elected to exercise its Leverage Step-Up therefor), Borrower shall be entitled to a Leverage Step-Up of 0.50 (i.e., total maximum ratio of 4.00 to 1.00 or, on and after a Qualified IPO, 4.50 to 1.00).
Appears in 1 contract
Samples: Credit Agreement (LandBridge Co LLC)
Leverage Ratio. Permit Maximum Consideration --------------- --------------------- Greater than 4.0x $ 25,000,000 Greater than 3.5x and #4.0x $ 50,000,000 Greater than 3.0x and #3.5x $ 75,000,000 Less than 3.0x $ 150,000,000 In connection with any Business Acquisition under clause (b) above for which the obligations to be incurred exceed, in the aggregate with obligations incurred for all other Business Acquisitions during any twelve (12) month period, the amount shown above under the heading "Maximum Consideration" opposite the applicable Leverage Ratio prior to exceed 3.25:1.00 as the date of determination, not less than forty-five (45) days prior to any such acquisition, Borrower shall have submitted to the Lenders pro-forma financial statements, based upon projections (based on good faith estimates of the last day Borrower and its senior management based on assumptions believed to be reasonable at the time made), demonstrating compliance with all financial covenants and agreements of any Computation Period; provided thatBorrower pursuant to this Agreement, after such proposed acquisition, all in form and substance reasonably satisfactory to the Lenders. Any such Business Acquisitions described in the immediately preceding sentence may only be made with the prior consent of the Agent and the Required Lenders (such consent not to be unreasonably withheld) and the Agent and the Required Lenders shall notify the Borrower shall be permitted to allow within two weeks of the Leverage Ratio Borrower's delivery of financial statements required under this Section 7.1(b) 9.5 whether they have consented to such Business Acquisition (with any failure of the Agent and the Required Lenders to provide their consent within such two week period to be increased deemed a refusal to 3.75:1:00 (with such Leverage Ratio being calculated on a pro forma basis, including giving effect to any related incurrence, assumption or repayment of Indebtedness and any cash or Cash Equivalents acquired by the Borrower or any Subsidiary, in each case in connection with a Material Acquisition) at the end of and for the fiscal quarter during which a Material Acquisition shall have closed and at the end of and for each of the three consecutive fiscal quarters following the closing of such Material Acquisition (the period during which any such increase in the Leverage Ratio shall be in effect being called a “Leverage Ratio Increase Period”) by delivering a notice to the Administrative Agent within 30 days following the closing of such Material Acquisition (such notice, a “Leverage Ratio Increase Election”consent). The Borrower may terminate any Leverage Ratio Increase Period by a notice delivered to the Administrative Agent, whereupon, the Leverage Ratio Increase Period shall be deemed to be terminated on the last day of the fiscal quarter during which such notice is given and on the last day of such fiscal quarter and each fiscal quarter thereafter until another Leverage Ratio Increase Period has commenced as provided in Any acquisition permitted under this Section 7.1(b), the maximum Leverage Ratio shall be 3.25:1.00. If a Leverage Ratio Increase Election 9.5 shall have been made under this Section 7.1(b)approved by the appropriate officers, or, if required, by the Borrower may not make another Leverage Ratio Increase Election unlessBoard of Directors or other governing body, following the termination or expiration of the most recent prior Leverage Ratio Increase Period, company or business to be acquired or holding the Leverage Ratio as of the last day of at least two consecutive full fiscal quarters of the Borrower following such termination or expiration shall not have exceeded 2.75:1.00. Notwithstanding the foregoing, the Borrower shall not assets to be permitted to make more than two Leverage Ratio Increase Elections during the term of this Agreementacquired.
Appears in 1 contract
Leverage Ratio. Permit The Company will not permit the Leverage Ratio on the last day of any Test Period to exceed 3.25:1.00 3.50 to 1.00; provided that if the Company or one or more of its Subsidiaries consummate any Acquisition (or a series of Acquisitions completed during any period of 180 days) that involves the incurrence by the Company or its Subsidiaries of Indebtedness to finance the acquisition consideration therefor (including refinancing of any Indebtedness of the acquired Person or Persons), or assumption by the Company or the Subsidiaries of existing Indebtedness of the acquired Person or Persons (or the acquired business or operating unit of a business), in an aggregate principal amount of $1,000,000,000 or more, the Company may, only if the Leverage Ratio as of the last day of any Computation Period; provided thatthe Test Period most recently ended on or prior to the consummation of such Acquisition (or the last Acquisition of such series), the Borrower shall be permitted to allow the Leverage Ratio under this Section 7.1(b) to be increased to 3.75:1:00 (with such Leverage Ratio being calculated when determined on a pro forma basis, including basis after giving effect to any related incurrencesuch Acquisition (or such series of Acquisitions) and the incurrence of such Indebtedness, assumption would be greater than the Leverage Ratio as of the last day of such Test Period determined without giving pro forma effect thereto, elect by written notice delivered to the Administrative Agent within 30 days following the consummation of such Acquisition (or repayment the last Acquisition in such series) (a “Leverage Increase Election”) to increase the maximum permitted Leverage Ratio to 4.00 to 1.00 on the last day of Indebtedness and any cash or Cash Equivalents acquired by the Borrower or any Subsidiary, in each case in connection with a Material Acquisition) at the end of and for the fiscal quarter during which a Material such Acquisition (or the last Acquisition in such series) shall have closed been consummated and at on the end last day of and for each of the three consecutive fiscal quarters following the closing of such Material Acquisition thereafter (the period during which any such increase in the maximum permitted Leverage Ratio shall be in effect being called a “Leverage Ratio Increase Period”) by delivering a notice to the Administrative Agent within 30 days following the closing of such Material Acquisition (such notice, a “Leverage Ratio Increase Election”). The Borrower Company may terminate any Leverage Ratio Increase Period by a notice delivered to the Administrative AgentAgent (a “Leverage Increase Termination Notice”), whereupon, the Leverage Ratio Increase Period shall be deemed to be terminated on the last day of the fiscal quarter during which such notice Leverage Increase Termination Notice is given and on the last day of such fiscal quarter and each fiscal quarter thereafter until another Leverage Ratio Increase Period has shall have commenced as provided in this Section 7.1(b)Section, the maximum permitted Leverage Ratio shall be 3.25:1.003.50 to 1.00. If a Leverage Ratio Increase Election shall have been made under this Section 7.1(b)Section, the Borrower Company may not make another Leverage Ratio Increase Election unless, following the expiration or termination or expiration of the most recent prior Leverage Ratio Increase Period, the Leverage Ratio as of the last day of at least two consecutive full fiscal quarters of the Borrower following such termination or expiration Company shall not have exceeded 2.75:1.003.50 to 1.00. Notwithstanding For the foregoingavoidance of doubt, a Leverage Increase Election made after the Borrower shall not be end of a fiscal quarter, but within 30 days following the consummation during such fiscal quarter of the applicable Acquisition (or such series of Acquisitions), as the case may be, will have retroactive effect as of the end of such fiscal quarter and, so long as the maximum permitted to make more than two Leverage Ratio in effect following such Leverage Increase Elections during Election is not exceeded, will prevent the term occurrence of a Default or Event of Default under this AgreementSection as of the end of such fiscal quarter.
Appears in 1 contract
Samples: Credit Agreement (Kla Corp)
Leverage Ratio. Permit the Leverage Ratio to exceed 3.25:1.00 The Company will not permit, as of the last day end of any Computation Period; provided each fiscal quarter of the Company (a “Leverage Measurement Date”), the ratio of Consolidated Total Debt to Consolidated EBITDA, to be greater than 3.25 to 1.00, for the twelve month period ending on such Leverage Measurement Date, provided, that, in the Borrower shall be permitted to allow the Leverage Ratio under this Section 7.1(b) to be increased to 3.75:1:00 (with such Leverage Ratio being calculated on event a pro forma basis, including giving effect to any related incurrence, assumption or repayment of Indebtedness and any cash or Cash Equivalents acquired by the Borrower or any Subsidiary, in each case in connection with a Material Acquisition) at the end of and for the fiscal quarter during which a Material Qualified Acquisition shall have closed occurred and at the end Company shall have given notice thereof to the holders of and the Notes prior to the first Leverage Measurement Date occurring subsequent to the consummation of such Qualified Acquisition, the ratio of Consolidated Total Debt to Consolidated EBITDA on each of the four consecutive Leverage Measurement Dates following the Qualified Acquisition may exceed 3.25 to 1.00, but in no event shall be greater than 3.75 to 1.00, so long as the Company timely pays the Additional Interest provided for each below. If the ratio of Consolidated Total Debt to Consolidated EBITDA is greater than 3.25 to 1.00 but less than 3.75 to 1.00 as of the Leverage Measurement Date first occurring after the consummation of a Qualified Acquisition or for any of the three consecutive fiscal quarters following Leverage Measurement Dates thereafter, then the closing of such Material Acquisition interest rate per annum on the Notes shall increase by 0.75% (the “Additional Interest”) for a period during of up to four (4) quarters beginning with the first day immediately after the first Leverage Measurement Date with respect to which any such increase the aforementioned ratio exceeded 3.25 to 1.00. Such adjustment in the Leverage Ratio interest rate shall be in effect being called continue until such time as the Company has delivered a “Leverage Ratio Increase Period”) by delivering a notice to the Administrative Agent within 30 days following the closing of such Material Acquisition (such noticequarterly compliance certificate, a “Leverage Ratio Increase Election”). The Borrower may terminate any Leverage Ratio Increase Period certified by a notice delivered Senior Financial Officer, demonstrating that Consolidated Total Debt to the Administrative Agent, whereupon, the Leverage Ratio Increase Period shall be deemed Consolidated EBITDA is less than or equal to be terminated on the last day of the fiscal quarter during which such notice is given and on the last day of such fiscal quarter and each fiscal quarter thereafter until another Leverage Ratio Increase Period has commenced as provided in this Section 7.1(b), the maximum Leverage Ratio shall be 3.25:1.00. If a Leverage Ratio Increase Election shall have been made under this Section 7.1(b), the Borrower may not make another Leverage Ratio Increase Election unless, following the termination or expiration of the most recent prior Leverage Ratio Increase Period, the Leverage Ratio as of the last day of at least two consecutive full fiscal quarters of the Borrower following such termination or expiration shall not have exceeded 2.75:1.00. Notwithstanding the foregoing, the Borrower shall not be permitted 3.25 to make more than two Leverage Ratio Increase Elections during the term of this Agreement1.00.
Appears in 1 contract
Samples: Note Purchase Agreement (John Bean Technologies CORP)
Leverage Ratio. Permit (a) The Parent will not permit the Leverage Ratio to exceed 3.25:1.00 as of for any period ending on the last day of any Computation Period; provided thatFiscal Quarter ending during a period set forth below to be greater than the ratio set forth opposite such period: Period of Four Quarters Ending Ratio April 30, 2013 through January 31, 2014 4.60:1.00 April 30, 2014 through January 31, 2015 4.10:1.00 April 30, 2015 through January 31, 2016 3.50:1.00 April 30, 2016 and thereafter 3.25:1.00
(b) For purposes of determining compliance with the financial covenant set forth in this Section 7.2.4, any equity investment made in the Borrower by any one or more of the Permitted Holders after the Closing Date and on or prior to the date financial statements are required to be delivered for a Fiscal Quarter will, at the request of the Parent, be included in the calculation of Consolidated EBITDA for the purposes of determining compliance with the Leverage Ratio pursuant to this Section 7.2.4 for such Fiscal Quarter (any such equity contribution so included in the calculation of Consolidated EBITDA, being a “Specified Equity Contribution”); provided, however, that (i) there shall be permitted no more than two Specified Equity Contributions made in a period of four consecutive Fiscal Quarters and no more than five Specified Equity Contributions in the aggregate made during the term of the Commitment, (ii) the amount of any Specified Equity Contribution shall be no greater than 100% of the amount required to allow cause the Parent to be in compliance with the Leverage Ratio pursuant to this Section 7.2.4; (iii) such Specified Equity Contribution shall only be given effect for purposes of compliance with this Section 7.2.4 and not for any other use of the Leverage Ratio under this Section 7.1(bAgreement or under any of the other Loan Documents; and (iv) to be the extent Consolidated EBITDA has been increased to 3.75:1:00 (with for any Fiscal Quarter as a result of a Specified Equity Contribution, Consolidated EBITDA as so increased for such Leverage Ratio being calculated on a pro forma basis, including giving effect to Fiscal Quarter shall apply for any related incurrence, assumption or repayment subsequent determination of Indebtedness and any cash or Cash Equivalents acquired by the Borrower or any Subsidiary, in each case in connection with a Material Acquisition) at the end of and for the fiscal quarter during which a Material Acquisition shall have closed and at the end of and for each of the three consecutive fiscal quarters following the closing of such Material Acquisition (the period during which any such increase in the Leverage Ratio shall be in effect being called a “Leverage Ratio Increase Period”) by delivering a notice pursuant to the Administrative Agent within 30 days following the closing of such Material Acquisition (such notice, a “Leverage Ratio Increase Election”). The Borrower may terminate any Leverage Ratio Increase Period by a notice delivered to the Administrative Agent, whereupon, the Leverage Ratio Increase Period shall be deemed to be terminated on the last day of the fiscal quarter during which such notice is given and on the last day of such fiscal quarter and each fiscal quarter thereafter until another Leverage Ratio Increase Period has commenced as provided in this Section 7.1(b), the maximum Leverage Ratio shall be 3.25:1.00. If a Leverage Ratio Increase Election shall have been made under this Section 7.1(b), the Borrower may not make another Leverage Ratio Increase Election unless, following the termination or expiration of the most recent prior Leverage Ratio Increase Period, the Leverage Ratio as of the last day of at least two consecutive full fiscal quarters of the Borrower following 7.2.4 which includes such termination or expiration shall not have exceeded 2.75:1.00. Notwithstanding the foregoing, the Borrower shall not be permitted to make more than two Leverage Ratio Increase Elections during the term of this AgreementFiscal Quarter.
Appears in 1 contract
Leverage Ratio. Permit the Leverage Ratio to exceed 3.25:1.00 as As of the last day of any Computation Period; provided thatDecember 31, the Borrower shall be permitted to allow the Leverage Ratio under this Section 7.1(b) to be increased to 3.75:1:00 (with such Leverage Ratio being calculated on a pro forma basis, including giving effect to any related incurrence, assumption or repayment of Indebtedness and any cash or Cash Equivalents acquired by the Borrower or any Subsidiary, in each case in connection with a Material Acquisition) at the end of and for the fiscal quarter during which a Material Acquisition shall have closed and at the end of and for each of the three consecutive fiscal quarters following the closing of such Material Acquisition (the period during which any such increase in the Leverage Ratio shall be in effect being called a “Leverage Ratio Increase Period”) by delivering a notice to the Administrative Agent within 30 days following the closing of such Material Acquisition (such notice, a “Leverage Ratio Increase Election”). The Borrower may terminate any Leverage Ratio Increase Period by a notice delivered to the Administrative Agent, whereupon, the Leverage Ratio Increase Period shall be deemed to be terminated on the last day of the fiscal quarter during which such notice is given 2003 and on the last day of such fiscal quarter and each fiscal quarter thereafter until another Leverage Ratio Increase Period has commenced as provided in this Section 7.1(b)Fiscal Quarter thereafter, for the period equal to the four (4) consecutive Fiscal Quarters then ending, the maximum Leverage Ratio Borrowers shall be 3.25:1.00. If maintain a Leverage Ratio Increase Election shall have been made under in an amount not to exceed 2.5 to 1.0. For purposes of this Section 7.1(b)calculation only, the Borrower may not make another definition of "EBITDA" shall exclude the non-recurring charges that occurred during the period from October 1, 2002 through June 30, 2003 as identified on the Summary of Non-Recurring P/L Items attached hereto and made a part hereof as Exhibit "A" (the "Non-Recurring Charges"); provided, however, for purposes of the calculation of the Borrower's Leverage Ratio Increase Election unlesspursuant to Section 2.02(a)(ii) of this Agreement, following the termination or expiration definition of "EBITDA" shall not exclude the Non-Recurring Charges.
6. Section 6.14 of the most recent prior Loan Agreement is hereby deleted in its entirety.
7. The provisions of Sections 2 through 6 of this Fifth Amendment shall not become effective until the Agent has received a fully-executed copy this Fifth Amendment and such other documents as may be reasonably requested by the Agent or the Banks.
8. Each Borrower hereby reconfirms and reaffirms all representations and warranties, agreements and covenants made by it pursuant to the terms and conditions of the Loan Agreement, except as such representations and warranties, agreements and covenants may have heretofore been amended, modified or waived in writing in accordance with the Loan Agreement.
9. The Borrowers have informed the Agent that as of September 30, 2003, the Borrowers' Cost in Excess of Billing Ratio was likely in excess of 1.35 to 1.0, and as of September 30, 2003, for the period equal to the four (4) consecutive Fiscal Quarters then ending, the Borrowers' Leverage Ratio Increase Period, was likely in excess of 2.5 to 1.0 and the Leverage Borrowers' Interest and Rent Coverage Ratio as of the last day of at least two consecutive full fiscal quarters of the Borrower following such termination or expiration shall not have exceeded 2.75:1.00was likely less than 1.25 to 1.00. Notwithstanding the foregoing, the Borrowers have requested that the Agent and the Banks waive the specific Events of Default described in the immediately preceding sentence that have occurred or will occur under the Loan Agreement. The Agent and the Banks hereby waive the specific Events of Default that may have occurred under the Loan Agreement as described in this Paragraph 9.
10. Each Borrower shall hereby represents and warrants to the Banks and the Agent that (i) such Borrower has the legal power and authority to execute and deliver this Fifth Amendment, (ii) the officers of such Borrower executing this Fifth Amendment have been duly authorized to execute and deliver the same and bind such Borrower with respect to the provisions hereof, (iii) the execution and delivery hereof by such Borrower and the performance and observance by such Borrower of the provisions hereof and of the Loan Agreement and all documents executed or to be executed therewith, do not violate or conflict with the organizational agreements of such Borrower or any Law applicable to such Borrower or result in a breach of any provision of or constitute a default under any other agreement, instrument or document binding upon or enforceable against such Borrower, and (iv) this Fifth Amendment, the Loan Agreement and the documents executed or to be permitted executed by such Borrower in connection herewith or therewith constitute valid and binding obligations of such Borrower in every respect, enforceable in accordance with their respective terms.
11. Subject to make more than two Leverage Ratio Increase Elections during the term Paragraph 9 of this Fifth Amendment, each Borrower represents and warrants that (i) no Event of Default exists under the Loan Agreement, nor will any occur as a result of the execution and delivery of this Fifth Amendment or the performance or observance of any provision hereof, (ii) the Schedules attached to and made a part of the Loan Agreement are true and correct in all material respects as of the date hereof, and (iii) it presently has no known claims or actions of any kind at Law or in equity against the Banks or the Agent arising out of or in any way relating to the Loan Documents.
12. Each reference to the Loan Agreement that is made in the Loan Agreement or any other document executed or to be executed in connection therewith shall hereafter be construed as a reference to the Loan Agreement as amended hereby.
13. The agreements and waivers contained in this Fifth Amendment are limited to the specific agreements made herein. Except as amended hereby, all of the terms and conditions of the Loan Agreement shall remain in full force and effect. This Fifth Amendment amends the Loan Agreement and is not a novation thereof.
14. This Fifth Amendment may be executed in any number of counterparts and by the different parties hereto on separate counterparts each of which, when so executed, shall be deemed to be an original, but all such counterparts shall constitute but one and the same instrument.
15. This Fifth Amendment shall be governed by, and shall be construed and enforced in accordance with, the Laws of the Commonwealth of Pennsylvania without regard to the principles of the conflicts of law thereof. Each Borrower hereby consents to the jurisdiction and venue of the Court of Common Pleas of Allegheny County, Pennsylvania and the United States District Court for the Western District of Pennsylvania with respect to any suit arising out of or mentioning this Fifth Amendment.
Appears in 1 contract
Samples: Loan Agreement (Baker Michael Corp)
Leverage Ratio. Permit From and after the Leverage Ratio to exceed 3.25:1.00 as of the last day of any Computation Period; provided thatSpecified Acquisition Closing, the Borrower shall be permitted to allow the Leverage Ratio under this Section 7.1(b) to be increased to 3.75:1:00 (with such Leverage Ratio being calculated on a pro forma basis, including giving effect to any related incurrence, assumption or repayment of Indebtedness and any cash or Cash Equivalents acquired by the Borrower or any Subsidiary, in each case in connection with a Material Acquisition) at the end of and for the fiscal quarter during which a Material Acquisition shall have closed and at the end of and for each of the three consecutive fiscal quarters following the closing of such Material Acquisition (the period during which any such increase in the Leverage Ratio shall be in effect being called a “Leverage Ratio Increase Period”) by delivering a notice to the Administrative Agent within 30 days following the closing of such Material Acquisition (such notice, a “Leverage Ratio Increase Election”). The Borrower may terminate any Leverage Ratio Increase Period by a notice delivered to the Administrative Agent, whereupon, the Leverage Ratio Increase Period shall be deemed to be terminated on the last day of the fiscal quarter during which such notice is given and on the last day of such fiscal quarter and each fiscal quarter thereafter until another Leverage Ratio Increase Period has commenced as provided in this Section 7.1(b), the maximum Leverage Ratio shall be 3.25:1.00. If a Leverage Ratio Increase Election shall have been made under this Section 7.1(b), the Borrower may will not make another Leverage Ratio Increase Election unless, following the termination or expiration of the most recent prior Leverage Ratio Increase Period, permit the Leverage Ratio as of the last day of at least two any period of four consecutive full fiscal quarters of the Borrower (a) ending on or prior to last day of the fourth full fiscal quarter following such termination the Specified Acquisition Closing, to be greater than 4.75 to 1.00, (b) ending on or expiration shall not have exceeded 2.75:1.00. Notwithstanding after the foregoingfirst day of the fifth full fiscal quarter following the Specified Acquisition Closing and on or prior to the last day of the sixth full fiscal quarter following the Specified Acquisition Closing, to be greater than 4.25 to 1.00, (c) ending on or after the first day of the seventh full fiscal quarter following the Specified Acquisition Closing and on or prior to the last day of the eighth full fiscal quarter following the Specified Acquisition Closing, to be greater than 4.00 to 1.00, (d) ending on or after the first day of the ninth full fiscal quarter following the Specified Acquisition Closing and on or prior to the last day of the tenth full fiscal quarter following the Specified Acquisition Closing, to be greater than 3.75 to 1.00 and (e) thereafter, to be greater than 3.50 to 1.00; provided that the Borrower shall not be permitted to make more than two Leverage Ratio Increase Elections on one occasion following the Specified Acquisition Closing and during the term of this Agreement, to allow the Leverage Ratio required under this Section 6.06 to be increased to (w) 4.50 to 1.00 in connection with an Acquisition for the period beginning on the closing date of such Acquisition until (and including) the last day of the second full fiscal quarter of the Borrower following the closing date of such Acquisition, (x) 4.25 to 1.00 for the period beginning on the first day of the third full fiscal quarter following the closing date of such Acquisition until (and including) the last day of the fourth full fiscal quarter of the Borrower following the closing date of such Acquisition, (y) 4.00 to 1.00 for the period beginning on the first day of the fifth full fiscal quarter following the closing date of such Acquisition until (and including) the last day of the sixth full fiscal quarter of the Borrower following the closing date of such Acquisition and (z) 3.75 to 1.00 for the period beginning on the first day of the seventh full fiscal quarter following the closing date of such Acquisition until (and including) the last day of the eighth full fiscal quarter of the Borrower following the closing date of such Acquisition (such increase, a “Subsequent Acquisition Holiday”), so long as (A) on the last day of the fiscal quarter immediately preceding the consummation of (or, at the Borrower’s option, signing of the definitive agreement relating to) such Acquisition, the Leverage Ratio did not exceed 3.50 to 1.00 and (B) the Borrower is in compliance on a Pro Forma Basis with a maximum Leverage Ratio of 4.50 to 1.00 on the closing date of such Acquisition immediately after giving effect to such Acquisition; provided, further, that (i) the Borrower shall provide notice in writing to the Administrative Agent of such Subsequent Acquisition Holiday and a transaction description of such Acquisition (regarding the name of the Person or assets being acquired, the purchase price, the Leverage Ratio on a Pro Forma Basis and the acquired revenue (for the trailing four quarter period) and Consolidated EBITDA of such acquired Person or assets) and (ii) at the end of any Subsequent Acquisition Holiday, the maximum Leverage Ratio permitted under this Section 6.06 shall revert to 3.50 to 1.00.
Appears in 1 contract
Leverage Ratio. Permit the Leverage Ratio to exceed 3.25:1.00 as of the last day of any Computation Period; provided that, the Borrower shall be permitted to allow the Leverage Ratio under this Section 7.1(b) to be increased to 3.75:1:00 (with such Leverage Ratio being calculated on a pro forma basis, including giving effect to any related incurrence, assumption or repayment of Indebtedness and any cash or Cash Equivalents acquired by the Borrower or any Subsidiary, in each case in connection with a Material Acquisition) at the end of and for the fiscal quarter during which a Material Acquisition shall have closed and at the end of and for each of the three consecutive fiscal quarters following the closing of such Material Acquisition (the period during which any such increase in the Leverage Ratio shall be in effect being called a “Leverage Ratio Increase Period”) by delivering a notice to the Administrative Agent within 30 days following the closing of such Material Acquisition (such notice, a “Leverage Ratio Increase Election”). The Borrower may terminate any Leverage Ratio Increase Period by a notice delivered to the Administrative Agent, whereupon, the Leverage Ratio Increase Period shall be deemed to be terminated on the last day of the fiscal quarter during which such notice is given and on the last day of such fiscal quarter and each fiscal quarter thereafter until another Leverage Ratio Increase Period has commenced as provided in this Section 7.1(b), the maximum Leverage Ratio shall be 3.25:1.00. If a Leverage Ratio Increase Election shall have been made under this Section 7.1(b), the Borrower may will not make another Leverage Ratio Increase Election unless, following the termination or expiration of the most recent prior Leverage Ratio Increase Period, permit the Leverage Ratio as of the last day of any fiscal quarter ending during any period set forth below to be more than the ratio set forth below for such period: Quarter Ending Ratio -------------- ----- January 1, 2001 through March 30, 2002 4.25 to 1.00 March 31, 2002 through December 31, 2002 4.00 to 1.00 January 1, 2003 through December 31, 2003 3.50 to 1.00 Thereafter 3.00 to 1.00 provided that if at least two consecutive full any time the Capital Expenditures made or obligated to be made by the Borrower and the Restricted Subsidiaries in respect of either fiscal quarters year 2001 or 2002 shall exceed $125,000,000 plus 100% of the net cash proceeds received by the Borrower following from its issuance of Capital Stock during such termination or expiration fiscal year (a "Leverage Ratio Reduction Event"), the required Leverage Ratio for the applicable period set forth above during which such Leverage Ratio Reduction Event shall not have exceeded 2.75:1.00occurred (and thereafter for each applicable period set forth above during which the required Leverage Ratio is greater than 3.50:1.00) shall automatically be reduced to 3.50:1.00, such reduction to be effective upon the occurrence of such Leverage Ratio Reduction Event. Notwithstanding anything to the foregoingcontrary in any Loan Document, in the event that the Borrower shall not be complete, directly or through a Restricted Subsidiary, a permitted to make more than two acquisition or disposition hereunder, or any Subsidiary is designated as an Unrestricted Subsidiary hereunder, the Leverage Ratio Increase Elections during shall be determined thereafter, to the term extent necessary, by computing such ratio on a pro forma basis as if (i) in the case of this Agreement.such acquisition or disposition, such acquisition or disposition, as the case may be, had been completed on the first day of the period of four consecutive fiscal quarters ending on the relevant dates indicated above occurring after the date of such acquisition or disposition, as the case may be, and (ii) in the case of such designation, the relevant Subsidiary had been disposed of on the first day of the period of four consecutive fiscal quarters ending on
Appears in 1 contract
Samples: Credit Agreement (On Command Corp)
Leverage Ratio. Permit or suffer the Leverage Ratio to exceed 3.25:1.00 3.50 to 1.00 as of the last day of any Computation PeriodFiscal Quarter end; provided that, the Borrower shall be permitted to allow the Leverage Ratio under this Section 7.1(b) to be increased to 3.75:1:00 (with such Leverage Ratio being calculated on a pro forma basis, including giving effect to any related incurrence, assumption or repayment of Indebtedness and any cash or Cash Equivalents acquired by the Borrower or any Subsidiary, in each case in connection with any Permitted Acquisition or series of Permitted Acquisitions during any twelve-month period occurring after the Effective Date having aggregate consideration (including cash, cash equivalents and other deferred payment obligations) in excess of $100,000,000 for such Permitted Acquisition or series of Permitted Acquisitions occurring during any twelve-month period, the Company may, at its election, in connection with such Permitted Acquisition or the last in a Material series of Permitted Acquisitions and upon prior written notice to the Administrative Agent, increase the required Leverage Ratio pursuant to this Section to 4.00 to 1.00, which such increase shall be applicable (i) with respect to a Permitted Acquisition that is not a Limited Condition Acquisition) at the end of and , for the fiscal quarter during in which such Permitted Acquisition is consummated and the three (3) consecutive quarterly test periods thereafter or (ii) with respect to a Material Permitted Acquisition shall have closed and that is a Limited Condition Acquisition, for purposes of determining pro forma compliance with this Section 6.13(a) at the end of time the definitive purchase agreement, merger agreement or other acquisition agreement governing the Permitted Acquisition is executed, for the fiscal quarter in which such Permitted Acquisition is consummated and for each of the three (3) consecutive fiscal quarters following the closing of quarterly test periods after which such Material Permitted Acquisition is consummated (the period during which any such increase in the Leverage Ratio shall be in effect being called a “Leverage Ratio Increase Period”) by delivering a notice to the Administrative Agent within 30 days following the closing of such Material Acquisition (such noticeeach, a “Leverage Ratio Increase ElectionIncrease”). The Borrower may terminate any ; provided that there shall be at least two (2) full fiscal quarters following the cessation of each such Leverage Ratio Increase Period by a notice delivered to the Administrative Agent, whereupon, the during which no Leverage Ratio Increase Period shall then be deemed to be terminated on the last day of the fiscal quarter during which such notice is given and on the last day of such fiscal quarter and each fiscal quarter thereafter until another Leverage Ratio Increase Period has commenced as provided in this Section 7.1(b), the maximum Leverage Ratio shall be 3.25:1.00. If a Leverage Ratio Increase Election shall have been made under this Section 7.1(b), the Borrower may not make another Leverage Ratio Increase Election unless, following the termination or expiration of the most recent prior Leverage Ratio Increase Period, the Leverage Ratio as of the last day of at least two consecutive full fiscal quarters of the Borrower following such termination or expiration shall not have exceeded 2.75:1.00. Notwithstanding the foregoing, the Borrower shall not be permitted to make more than two Leverage Ratio Increase Elections during the term of this Agreementeffect.
Appears in 1 contract
Samples: Credit Agreement (Shyft Group, Inc.)
Leverage Ratio. Permit The Parent and the Company will not permit the ratio (the “Leverage Ratio”), determined as of the end of each of its Fiscal Quarters, of (i) Consolidated Funded Indebtedness of the Parent and its Subsidiaries to (ii) Consolidated EBITDA for the then most recently completed four Fiscal Quarters to be greater than 3.50 to 1.00; provided, however, that the maximum Leverage Ratio permitted under this Section 10.1 shall be increased, in the case of (x) one or more Qualifying Permitted Acquisitions in which the cash portion of the Purchase Price for all such Qualifying Permitted Acquisitions consummated in the trailing twelve month period is in excess of $150,000,000, to 4.00 to 1.00, and (y) unless and to the extent that clause (x) above does not apply, one or more Qualifying Permitted Acquisitions in which the cash portion of the Purchase Price for all such Qualifying Permitted Acquisitions consummated in the trailing twelve month period is in excess of $75,000,000, to 3.75 to 1.00 (any such increase pursuant to clause (x) or clause (y), a “Covenant Holiday”), in each case, for the first four Fiscal Quarters immediately following the Qualifying Permitted Acquisition giving rise to the Covenant Holiday (inclusive of the fiscal quarter in which such Qualifying Permitted Acquisition occurs); provided, further, that (A) at the time of any Qualifying Permitted Acquisition giving rise to any proposed Covenant Holiday arising pursuant to clause (x) above, the Leverage Ratio, calculated on a pro forma basis based on the Parent’s most recent financial statements delivered pursuant to Section 7.1 and giving effect to such Qualifying Permitted Acquisition (including any incurrence of Indebtedness in connection therewith) and any Acquisition (including any incurrence of UNITED STATIONERS SUPPLY CO. Note Purchase Agreement Indebtedness in connection therewith) and Material Disposition (including any reduction of Indebtedness in connection therewith) since the date of such financial statements as if such Qualifying Permitted Acquisition and any such Acquisition and Material Disposition (and any incurrence or reduction of Indebtedness in connection with any of the foregoing) had occurred as of the first day of the four quarter period set forth in such financial statements, shall not exceed 3.75 to 1.00, (B) the Leverage Ratio shall have been less than 3.50 to exceed 3.25:1.00 1.00 for at least two consecutive Fiscal Quarters immediately proceeding the commencement of such proposed Covenant Holiday, and (C) the Company shall have paid the additional interest as provided in Section 1.3. The Leverage Ratio shall be calculated as of the last day of any Computation Period; provided that, the Borrower shall be permitted to allow the Leverage Ratio under this Section 7.1(b) to be increased to 3.75:1:00 (with such Leverage Ratio being calculated on a pro forma basis, including giving effect to any related incurrence, assumption or repayment of Indebtedness and any cash or Cash Equivalents acquired by the Borrower or any Subsidiary, in each case in connection with a Material Acquisition) at the end of and for the fiscal quarter during which a Material Acquisition shall have closed and at the end of and for each Fiscal Quarter of the three consecutive fiscal quarters following the closing of such Material Acquisition Parent based upon (the period during which any such increase in the Leverage Ratio shall be in effect being called a “Leverage Ratio Increase Period”a) by delivering a notice to the Administrative Agent within 30 days following the closing of such Material Acquisition (such noticefor Consolidated Funded Indebtedness, a “Leverage Ratio Increase Election”). The Borrower may terminate any Leverage Ratio Increase Period by a notice delivered to the Administrative Agent, whereupon, the Leverage Ratio Increase Period shall be deemed to be terminated on the last day of the fiscal quarter during which such notice is given and on the last day of such fiscal quarter and each fiscal quarter thereafter until another Leverage Ratio Increase Period has commenced as provided in this Section 7.1(b), the maximum Leverage Ratio shall be 3.25:1.00. If a Leverage Ratio Increase Election shall have been made under this Section 7.1(b), the Borrower may not make another Leverage Ratio Increase Election unless, following the termination or expiration of the most recent prior Leverage Ratio Increase Period, the Leverage Ratio Consolidated Funded Indebtedness as of the last day of at least two consecutive full fiscal quarters each such Fiscal Quarter, and (b) for Consolidated EBITDA, the actual amount as of the Borrower following such termination or expiration shall not have exceeded 2.75:1.00. Notwithstanding last day of each Fiscal Quarter for the foregoing, the Borrower shall not be permitted to make more than two Leverage Ratio Increase Elections during the term of this Agreementmost recently ended four consecutive Fiscal Quarters.
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Leverage Ratio. Permit (a) The Company will not permit the Leverage Ratio as of the end of any fiscal quarter to exceed 3.25:1.00 3.50:1.00; provided that, following the completion of a Material Acquisition that, on a pro forma basis, giving effect to any related incurrence or repayment of Debt, would result in an increase in the Company’s Leverage Ratio, if the Company shall so elect by a Waters Corporation First Amendment to Note Purchase Agreement notice delivered to the holders of Notes as of the last day of any Computation Period; provided that, the Borrower shall be permitted to allow fiscal quarter the Material Acquisition was consummated (a “Leverage Ratio under this Section 7.1(b) to Increase Election”), such maximum Leverage Ratio shall be increased to 3.75:1:00 (with such Leverage Ratio being calculated on a pro forma basis, including giving effect to any related incurrence, assumption or repayment of Indebtedness and any cash or Cash Equivalents acquired by the Borrower or any Subsidiary, in each case in connection with a Material Acquisition) 4.00:1.00 at the end of and for the fiscal quarter during which a such Material Acquisition shall have closed been consummated and at the end of and for each of the following three consecutive fiscal quarters following the closing of such Material Acquisition (the period during which any such increase in the Leverage Ratio shall be in effect being called a “Leverage Ratio Increase Period”) by delivering a notice ), and in which event, the Company shall be obligated to pay the Administrative Agent within 30 days following the closing of such Material Acquisition (such notice, a “Leverage Ratio Increase Election”Incremental Interest Payment provided for in Section 10.9(c). The Borrower Company may terminate any Leverage Ratio Increase Period by a notice delivered to the Administrative Agentholders of Notes, whereupon, the Leverage Ratio Increase Period shall be deemed to be terminated on the last day of the fiscal quarter during which such notice is given and on the last day of such fiscal quarter and each fiscal quarter thereafter until another Leverage Ratio Increase Period has commenced as provided in this Section 7.1(b)Section, the maximum Leverage Ratio shall be 3.25:1.003.50:1.00. If a Leverage Ratio Increase Election shall have been made under this Section 7.1(b)Section, the Borrower Company may not make another Leverage Ratio Increase Election unless, following the termination or expiration of the most recent prior Leverage Ratio Increase Period, the Leverage Ratio as of the last day of at least two consecutive full fiscal quarters of the Borrower following such termination or expiration Company shall not have exceeded 2.75:1.003.50:1.00. Notwithstanding the foregoing, the Borrower Company shall not be permitted to make more than two Leverage Ratio Increase Elections during the term of this Agreement.
(b) If the Leverage Ratio exceeds 3.50 to 1.00 as permitted by Section 10.9(a), as evidenced by an Officer’s Certificate delivered pursuant to Section 7.2(a), the interest rate payable on the Notes shall be increased by 0.50% (the “Incremental Interest”). Such Incremental Interest shall begin to accrue on the first day of the fiscal quarter following the fiscal quarter in respect of which such Officer’s Certificate was delivered, and shall continue to accrue until the Company has provided an Officer’s Certificate pursuant to Section 7.2(a) demonstrating that, as of the last day of the fiscal quarter in respect of which such Officer’s Certificate is delivered, the Leverage Ratio is not more than 3.50 to 1.00. In the event such Officer’s Certificate evidencing that the Leverage Ratio is not more than 3.50 to 1.00 is delivered, the Incremental Interest shall cease to accrue on the last day of the fiscal quarter in respect of which such Officer’s Certificate is delivered.
(c) Within 10 Business Days of the delivery of an Officer’s Certificate pursuant to Section 7.2(a) evidencing that the Leverage Ratio exceeds 3.50 to 1.00, the Company shall pay to each holder of a Note the amount attributable to the Incremental Interest (the “Incremental Interest Payment”) which shall be the product of (i) the aggregate outstanding principal amount of Notes held by such holder (or its predecessor(s) in interest) as of the first day that Incremental Interest begins to accrue, (ii) 0.50% (to reflect the Incremental Interest) and (iii) 0.25% (to reflect that the Incremental Interest is payable quarterly). The Incremental Interest Payment, if any, shall be paid quarterly by wire transfer of immediately available funds to each holder of the Notes in accordance with the terms of this Agreement. Waters Corporation First Amendment to Note Purchase Agreement
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Leverage Ratio. Permit As of the last day of each fiscal quarter, the Company shall not permit the ratio of Total Indebtedness as of such date to EBITDA for the four (4) fiscal quarters then ended (such ratio, the “Leverage Ratio”) to exceed 3.50 to 1.00 (the “Maximum Leverage Ratio”), except as permitted below. Notwithstanding the foregoing, upon the consummation of a Material Acquisition during the term of this Agreement, the Leverage Ratio may be greater than the Maximum Leverage Ratio for the first four fiscal quarters ending after the date of the consummation of such Material Acquisition (the “Increase Period”), but in no event shall the Leverage Ratio be greater than 3.75 to exceed 3.25:1.00 1.00 as of the last day of any Computation Period; provided that, the Borrower shall be permitted to allow the Leverage Ratio under this Section 7.1(b) to be increased to 3.75:1:00 (with such Leverage Ratio being calculated on a pro forma basis, including giving effect to any related incurrence, assumption or repayment of Indebtedness and any cash or Cash Equivalents acquired by the Borrower or any Subsidiary, in each case in connection with a Material Acquisition) at the end of and for the fiscal quarter during which a Material Acquisition shall have closed and at the end of and for each of the three consecutive fiscal quarters following the closing of such Material Acquisition (the period during which any such increase in the “Permitted Leverage Ratio shall be in effect being called a “Leverage Ratio Increase Period”) by delivering a notice to the Administrative Agent within 30 days following the closing of such Material Acquisition (such notice, a “Leverage Ratio Increase ElectionIncrease”). The Borrower may terminate any Leverage Ratio After the Increase Period by a notice delivered to the Administrative Agent, whereuponPeriod, the Leverage Ratio Increase Period shall be deemed to be terminated on the last day of the fiscal quarter during which such notice is given and on the last day of such fiscal quarter and each fiscal quarter thereafter until another Leverage Ratio Increase Period has commenced as provided in this Section 7.1(b), the maximum Leverage Ratio shall be 3.25:1.00. If a Leverage Ratio Increase Election shall have been made under this Section 7.1(b), the Borrower may not make another Leverage Ratio Increase Election unless, following be greater than the termination or expiration of the most recent prior Leverage Ratio Increase Period, the Maximum Leverage Ratio as of the last day of at least two consecutive full each fiscal quarters quarter of the Borrower following such termination or expiration shall not have exceeded 2.75:1.00Company until another permitted Increase Period occurs. Notwithstanding the foregoing, the Borrower shall not There may be permitted to make more than two one Permitted Leverage Ratio Increase Elections during the term of this AgreementAgreement but only so long as there are two full fiscal quarters of compliance with the Maximum Leverage Ratio prior to the commencement of another Permitted Leverage Increase. Any reference to the financial covenants in this Agreement or any other Loan Document shall mean the financial covenants as modified by this second paragraph of Section 7.01, and shall include any Permitted Leverage Increase, if applicable.
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Leverage Ratio. Permit (a) The Parent will not permit the Leverage Ratio to exceed 3.25:1.00 as of for any period ending on the last day of any Computation PeriodFiscal Quarter ending during a period set forth below to be greater than the ratio set forth opposite such period: Period of Four Quarters Ending Ratio June 30, 2014 through March 31, 2015 3.00:1.00 June 30, 2015 through March 31, 2016 2.50:1.00 June 30, 2016 through March 31, 2017 2.25:1.00 June 30, 2017 and thereafter 2.00:1.00
(b) For purposes of determining compliance with the financial covenant set forth in this Section 7.2.4, any equity investment made in any Borrower by any one or more of the Permitted Holders after the Closing Date and on or prior to the date financial statements are required to be delivered for a Fiscal Quarter will, at the request of the Parent, be included in the calculation of Consolidated EBITDA for the purposes of determining compliance with the Leverage Ratio pursuant to this Section 7.2.4 for such Fiscal Quarter (any such equity contribution so included in the calculation of Consolidated EBITDA, being a “Specified Equity Contribution”); provided thatprovided, the Borrower however, that (i) there shall be permitted no more than two Specified Equity Contributions made in a period of four consecutive Fiscal Quarters and no more than five Specified Equity Contributions in the aggregate made during the term of the Commitment, (ii) the amount of any Specified Equity Contribution shall be no greater than 100% of the amount required to allow cause the Parent to be in compliance with the Leverage Ratio pursuant to this Section 7.2.4; (iii) such Specified Equity Contribution shall only be given effect for purposes of compliance with this Section 7.2.4 and not for any other use of the Leverage Ratio under this Section 7.1(bAgreement or under any of the other Loan Documents; (iv) to be the extent Consolidated EBITDA has been increased to 3.75:1:00 (with for any Fiscal Quarter as a result of a Specified Equity Contribution, Consolidated EBITDA as so increased for such Leverage Ratio being calculated on a pro forma basis, including giving effect to Fiscal Quarter shall apply for any related incurrence, assumption or repayment subsequent determination of Indebtedness and any cash or Cash Equivalents acquired by the Borrower or any Subsidiary, in each case in connection with a Material Acquisition) at the end of and for the fiscal quarter during which a Material Acquisition shall have closed and at the end of and for each of the three consecutive fiscal quarters following the closing of such Material Acquisition (the period during which any such increase in the Leverage Ratio pursuant to this Section 7.2.4 which includes such Fiscal Quarter; and (v) any reduction in Indebtedness with the proceeds of any Specified Equity Contribution shall be in effect being called a “Leverage Ratio Increase Period”) by delivering a notice to disregarded for the Administrative Agent within 30 days following the closing purposes of such Material Acquisition (such notice, a “Leverage Ratio Increase Election”). The Borrower may terminate any Leverage Ratio Increase Period by a notice delivered to the Administrative Agent, whereupon, the Leverage Ratio Increase Period shall be deemed to be terminated on the last day of the fiscal quarter during which such notice is given and on the last day of such fiscal quarter and each fiscal quarter thereafter until another Leverage Ratio Increase Period has commenced as provided in compliance with this Section 7.1(b), the maximum Leverage Ratio shall be 3.25:1.00. If a Leverage Ratio Increase Election shall have been made under this Section 7.1(b), the Borrower may not make another Leverage Ratio Increase Election unless, following the termination or expiration of the most recent prior Leverage Ratio Increase Period, the Leverage Ratio as of the last day of at least two consecutive full fiscal quarters of the Borrower following such termination or expiration shall not have exceeded 2.75:1.00. Notwithstanding the foregoing, the Borrower shall not be permitted to make more than two Leverage Ratio Increase Elections during the term of this Agreement7.2.4.
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Leverage Ratio. Permit The ratio of Consolidated Funded Debt to Consolidated Capitalization (herein the "Leverage Ratio to exceed 3.25:1.00 Ratio") as of the last day end of any Computation Periodeach fiscal quarter of the Company shall not be greater than 0.50 to 1.00 (such maximum ratio, the "Maximum Leverage Ratio"); provided thatthat if, with respect to any fiscal quarter:
(a) the Company has entered into an Acquisition permitted hereby during such fiscal quarter; or
(b) the Company wants to change the designation of an Unrestricted Subsidiary to a Restricted Subsidiary for such fiscal quarter, then, in either case, the Borrower Company may declare the applicable fiscal quarter a Trigger Quarter, such election to be made in writing on or before the Election Date for that fiscal quarter. If the Company has elected a Trigger Quarter, then the Maximum Leverage Ratio shall be permitted to allow increased for such Trigger Quarter and the Leverage Ratio under this Section 7.1(b) to be increased to 3.75:1:00 (with such Leverage Ratio being calculated on a pro forma basis, including giving effect to any related incurrence, assumption or repayment of Indebtedness and any cash or Cash Equivalents acquired by the Borrower or any Subsidiary, in each case in connection with a Material Acquisition) at the end of and for the fiscal quarter during which a Material Acquisition shall have closed and at the end of and for each of the succeeding three consecutive fiscal quarters following by an amount equal to the closing of such Material Acquisition (the period during which any such projected increase in the Leverage Ratio shall be resulting solely from such acquisition or re-designation based on the pro forma compliance calculations made as a condition to the applicable acquisition or change in effect being called a “designation; provided further that for such Trigger Quarter and the succeeding two fiscal quarters the Maximum Leverage Ratio Increase Period”) by delivering shall not exceed 0.54 to 1.00 and for the third fiscal quarter after the Trigger Quarter, the Maximum Leverage ratio shall not exceed 0.52 to 1.00. Following the occurrence of a notice to the Administrative Agent within 30 days following the closing of such Material Acquisition (such noticeTrigger Quarter, a “Leverage Ratio Increase Election”). The Borrower no subsequent Trigger Quarter may terminate any Leverage Ratio Increase Period by a notice delivered to the Administrative Agent, whereupon, be elected unless and until the Leverage Ratio Increase Period shall be deemed is less than or equal to be terminated on the last day of the fiscal quarter during which such notice is given and on the last day of such fiscal quarter and each fiscal quarter thereafter until another Leverage Ratio Increase Period has commenced as provided in this Section 7.1(b), the maximum Leverage Ratio shall be 3.25:1.00. If a Leverage Ratio Increase Election shall have been made under this Section 7.1(b), the Borrower may not make another Leverage Ratio Increase Election unless, following the termination or expiration of the most recent prior Leverage Ratio Increase Period, the Leverage Ratio 0.50 to 1.00 as of the last day end of at least two consecutive full any fiscal quarters quarter following the occurrence of the Borrower following such termination or expiration shall not have exceeded 2.75:1.00initial Trigger Quarter. Notwithstanding the foregoing, the Borrower shall not be permitted to make No more than two Leverage Ratio Increase Elections Trigger Quarters may be elected cumulatively during the term of this Agreement.Agreement and no Trigger Quarter may be elected after the fourth anniversary of the Effective Date. As used in this Section 6.15, the following terms have the following meanings:
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Leverage Ratio. Permit (a) The Company will not permit the Leverage Ratio as of the end of any fiscal quarter to exceed 3.25:1.00 3.50:1.00; provided that, following the completion of a Material Acquisition that, on a pro forma basis, giving effect to any related incurrence or repayment of Debt, would result in an increase in the Company’s Leverage Ratio, if the Company shall so elect by a notice delivered to the holders of Notes as of the last day of any Computation Period; provided that, the Borrower shall be permitted to allow fiscal quarter the Material Acquisition was consummated (a “Leverage Ratio under this Section 7.1(b) to Increase Election”), such maximum Leverage Ratio shall be increased to 3.75:1:00 (with such Leverage Ratio being calculated on a pro forma basis, including giving effect to any related incurrence, assumption or repayment of Indebtedness and any cash or Cash Equivalents acquired by the Borrower or any Subsidiary, in each case in connection with a Material Acquisition) 4.00:1.00 at the end of and for the fiscal quarter during which a such Material Acquisition shall have closed been consummated and at the end of and for each of the following three consecutive fiscal quarters following the closing of such Material Acquisition (the period during which any such increase in the Leverage Ratio shall be in effect being called a “Leverage Ratio Increase Period”) by delivering a notice ), and in which event, the Company shall be obligated to pay the Administrative Agent within 30 days following the closing of such Material Acquisition (such notice, a “Leverage Ratio Increase Election”Incremental Interest Payment provided for in Section 10.9(c). The Borrower Company may terminate any Leverage Ratio Increase Period by a notice delivered to the Administrative Agentholders of Notes, whereupon, the Leverage Ratio Increase Period shall be deemed to be terminated on the last day of the fiscal quarter during which such notice is given and on the last day of such fiscal quarter and each fiscal quarter thereafter until another Leverage Ratio Increase Period has commenced as provided in this Section 7.1(b)Section, the maximum Leverage Ratio shall be 3.25:1.003.50:1.00. If a Leverage Ratio Increase Election shall have been made under this Section 7.1(b)Section, the Borrower Company may not make another Leverage Ratio Increase Election unless, following the termination or expiration of the most recent prior Leverage Ratio Increase Period, the Leverage Ratio as of the last day of at least two consecutive full fiscal quarters of the Borrower following such termination or expiration Company shall not have exceeded 2.75:1.003.50:1.00. Notwithstanding the foregoing, the Borrower Company shall not be permitted to make more than two Leverage Ratio Increase Elections during the term of this Agreement.
(b) If the Leverage Ratio exceeds 3.50 to 1.00 as permitted by Section 10.9(a), as evidenced by an Officer’s Certificate delivered pursuant to Section 7.2(a), the interest rate payable on the Notes shall be increased by 0.50% (the “Incremental Interest”). Such Incremental Interest shall begin to accrue on the first day of the fiscal quarter following the fiscal quarter in respect of which such Officer’s Certificate was delivered, and shall continue to accrue until the Company has provided an Officer’s Certificate pursuant to Section 7.2(a) demonstrating that, as of the last day of the fiscal quarter in respect of which such Officer’s Certificate is delivered, the Leverage Ratio is not more than 3.50 to 1.00. In the event such Officer’s Certificate evidencing that the Leverage Ratio is not more than 3.50 to 1.00 is delivered, the Incremental Interest shall cease to accrue on the last day of the fiscal quarter in respect of which such Officer’s Certificate is delivered.
(c) Within 10 Business Days of the delivery of an Officer’s Certificate pursuant to Section 7.2(a) evidencing that the Leverage Ratio exceeds 3.50 to 1.00, the Company shall pay to each holder of a Note the amount attributable to the Incremental Interest (the “Incremental Interest Payment”) which shall be the product of (i) the aggregate outstanding principal amount of Notes held by such holder (or its predecessor(s) in interest) as of the first day that Incremental Interest begins to accrue, (ii) 0.50% (to reflect the Incremental Interest) and (iii) 0.25% (to reflect that the Incremental Interest is payable quarterly). The Incremental Interest Payment, if any, shall be paid quarterly by wire transfer of immediately available funds to each holder of the Notes in accordance with the terms of this Agreement. Waters Corporation Note Purchase Agreement
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