Pro Forma EBITDA. For the avoidance of doubt, in determining the Guarantor Indebtedness Ratio, no cash or Cash Equivalents shall be included that are the proceeds of Indebtedness in respect of which the calculation of the Guarantor Indebtedness Ratio is to be made.
Pro Forma EBITDA amend Clause 18.4 (Calculations), so that, for the purposes of testing compliance with the financial ratios set out in Clause 18 (Financial Covenants):
(a) the calculations are determined in good faith by a responsible financial or accounting officer and are made on a pro forma basis giving effect to all material acquisitions and disposals made by the Group (including in respect of anticipated expense and cost reductions) and including as a result of, or that would result from, any actions taken, committed to be taken or with respect to which substantial steps have been taken, by the Company or any other member of the Group including in connection with any cost reduction synergies or cost savings plan or program or in connection with any transaction, investment, acquisition, disposition, restructuring, corporate reorganizations or otherwise (regardless of whether these cost savings and cost reduction synergies could then be reflected in pro forma financial statements to the extent prepared);
(b) Consolidated EBITDA for such period will be calculated after giving pro forma effect thereto as if such incurrence, repayment, acquisition, discharge or disposal or acquisition occurred on the first day of such period; and
(c) interest on any indebtedness that bears interest at a floating rate and that is being given pro forma effect shall be calculated as if the rate in effect on the date of calculation had been applicable for the entire period (taking into account any hedging in respect of such indebtedness).
Pro Forma EBITDA. The net income (loss) of the Company and the Restricted Subsidiaries determined on a consolidated basis on the basis of GAAP; provided, however, that there will not be included: $ [·]
Pro Forma EBITDA. The Borrower has a minimum EBITDA, pro forma for the twelve months ended September 30, 1999, of $45,600,000, excluding pending acquisitions and any unrealized synergies.
Pro Forma EBITDA. The Administrative Agent shall have received a certificate from the chief financial officer of the Borrower certifying that (i) consolidated EBITDA of the Borrower from planned continuing operations (calculated on a pro forma basis containing only such adjustments as have been agreed between the Borrower and the Joint Lead Arrangers) (“Pro Forma EBITDA”) for the 12-month period ended on the date of the most recent financial statements delivered pursuant to clause (iii) of Section 5.1(c) shall be not less than $129,000,000 and (ii) the ratio of Consolidated Total Debt of the Borrower (after giving pro forma effect to the consummation of the Acquisition, the issuance of the Senior Subordinated Notes and the incurrence of the Loans to be incurred on the Closing Date) as of the date of such financial statements to Pro Forma EBITDA for such 12-month period shall be not greater than 4.54:1.00, and the Borrower shall provide support for such calculations of a nature that is reasonably satisfactory to the Administrative Agent and the Joint Lead Arrangers.
Pro Forma EBITDA. (a) The PRO FORMA EBITDA of the Business as at for the twelve (12) months ended March 28, 2015 is not less than $1,243,000.
(b) Schedule 3.3(b) is a pro forma income statement for the Business as at March 28, 2015, and attached thereto is a detailed calculation of such earnings which fairly represent the financial condition of the Business and the results of its operations as at the above date in accordance with GAAP, based upon properly prepared and maintained accounting Records.
Pro Forma EBITDA. 11.1 Pro Rata Share §11.1 Projections §11.1 Quality §11.1 Real Estate §11.1 Receiver §8.5 Register §9.5(E) Related Fund §9.5(D) Related Transactions §11.1 Related Transactions Documents §11.1 Release §11.1 Replacement Lender §2.12(A) Requisite Lenders §11.1 Reserves §11.1 Restricted Junior Payment §11.1 Revolving Advance §11.1 Revolving Credit Exposure §11.1 Revolving Loan §11.1 Revolving Loan Commitment §11.1 Revolving Note §11.1 RXX §00.0 Seasonal Inventory Advance Rate Percentage §2.1(A) Security Documents §11.1 Senior Indebtedness §11.1 Settlement Date §9.8(A)(2) Stated Rate §2.2(B) Shelter §11.1 Shelter Acquisition §11.1 Shelter Acquisition Agreement §11.1 Shelter Acquisition Documents §11.1 Subsidiary §11.1 Target §11.1 Tax Liabilities §2.10(A) Termination Date §2.6 Unused Line Fee Margin §11.1 US Borrower §11.1 US Dollars or US$ §11.1 US Facility Agent §11.1 US Facility Lenders §11.1 US Facility Letter of Credit Obligations §11.1 US Facility Loan Agreement §11.1 US Facility Loan Documents §11.1 US Facility Revolving Loan Commitment §11.1 US Facility Revolving Loans §11.1 US Facility Term Loans §11.1 US GAAP §11.1 US Obligors §11.1 US Obligors Consolidating Borrowing Base §2.1(A) US Obligors Consolidating Borrowing Base Certificate §11.1 West End §11.1 This THIRD AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT is dated as of October 14, 2005 and entered into among BEACON ROOFING SUPPLY CANADA COMPANY, a Nova Scotia unlimited liability company (“Borrower”), the financial institution(s) listed on the signature pages hereof, and their respective successors and Eligible Assignees (each, individually, a “Lender”, and, collectively, “Lenders”), and GE CANADA FINANCE HOLDING COMPANY (in its individual capacity, “GE Canada Finance”), for itself as a Lender and as Agent.
Pro Forma EBITDA. With respect to any acquisition permitted pursuant to Section 9.5(a) hereof: (a) if the cost of such acquisition (including purchase money financing) is equal to or greater than $7,500,000, EBITDA of such acquired Person or Persons for the twelve month period reflected in the most recent audited annual financial statements of such Person or Persons, provided, however, that if audited annual financial statements of such Person or Persons are not available, EBITDA of such Person or Persons for such twelve month period must be demonstrated to the reasonable satisfaction of the Agent based upon the best available financial statements of such Person or Persons or a comfort letter from NHP's auditors, in each case subject to such assumptions and adjustments as may be acceptable to the Agent; and (b) if the cost of such acquisition (including purchase money financing) is less than $7,500,000, EBITDA of such acquired Person or Persons for the twelve month period reflected in the most recent annual financial statements of such Person or Persons, regardless of whether such financial statements have been audited.
Pro Forma EBITDA. Borrower shall not permit Pro Forma EBITDA for Borrower and its Subsidiaries to be less than the amounts set forth below for the rolling four quarters ending on the dates specified below: Rolling Four Quarters Ending Amount --------------- ------ 09/30/97 $16,747,800. 06/30/98 and each 2.1875% in excess of the quarter thereafter amount required to be maintained in the immediately preceding rolling four quarters measured plus 85% of Acquisition EBITDA for the current rolling four quarters.
Pro Forma EBITDA. The Agent shall have received satisfactory evidence that the Borrower's (or Old PA Crusher's) pro forma EBITDA for the most recent twelve (12) month period (or, subject to the reasonable satisfaction of the Agent, the most recent twelve (12) month period for which financial statements are available), as determined in accordance with GAAP (with certain adjustments as agreed to by the Agent) shall be at least equal to $5,100,000.00.
