Minimum Interest Expense Coverage Ratio. The Borrower shall not permit the Interest Expense Coverage Ratio as of the end of any fiscal quarter to be less than 3.00 to 1.00. The Interest Expense Coverage Ratio shall be calculated as of the last day of each fiscal quarter for the four-quarter period ending on such day (with the Consolidated EBITDA component thereof broken down by fiscal quarter in the Borrower’s reasonable judgment); provided that the Consolidated EBITDA for any Person or assets comprising a business acquired by the Borrower or any Restricted Subsidiary pursuant to a Material Acquisition (including restructuring charges, operating synergies or other expense reductions and adjustments permitted by Article XI of Regulation S-X promulgated by the Securities and Exchange Commission) during such period shall be included on a pro forma basis for such period (assuming the consummation of such acquisition and the incurrence or assumption of any Indebtedness of the Borrower or any Restricted Subsidiary in connection therewith incurred as of the first day of such period, with corresponding adjustments to the determination of Consolidated Interest Expense), and provided, further that the Consolidated EBITDA for any entity sold by the Borrower or any Restricted Subsidiary pursuant to a Material Disposition shall be deducted on a pro forma basis for such period (assuming the consummation of such sale or other disposition occurred on the first day of such period).
Appears in 4 contracts
Samples: Credit Agreement (Energizer SpinCo, Inc.), Credit Agreement (Energizer Holdings Inc), Escrow Agreement (Energizer SpinCo, Inc.)