Maximum Incremental Facilities Amount means, at any date of determination, (a) the sum of (i) $500,000,000, plus (ii) an amount such that the Borrower is in Pro Forma Compliance with the Senior Secured Leverage Test (for the avoidance of doubt without netting any cash from the proceeds of any Indebtedness being incurred in reliance on such test and, if applicable, assuming the full amount of any New Revolving Credit Commitments are drawn), plus (iii) amounts used to incur Indebtedness the Net Cash Proceeds of which are substantially concurrently used to refinance or replace Revolving Credit Commitments and/or Term Loans (including any fees, accrued interest or other amounts owing in respect thereof), plus (iv) from and after the 2012 Extension Effective Date, the aggregate principal amount of 2014 Term Loans outstanding as of such date of determination, provided that such additional amounts pursuant to this clause (iv) are only available to the extent such amounts are used to incur Indebtedness the Net Cash Proceeds of which are substantially concurrently used to prepay 2014 Term Loans in accordance with Section 5.1 of this Agreement (such prepaid 2014 Term Loans, “Incremental Facility Prepaid 2014 Term Loans”) plus (v) the Dollar Equivalent principal amount of Term Loans (other than New Term Loans, Incremental Facility Prepaid 2014 Term Loans or Term Loans refinanced or replaced pursuant to clause (iii) above) voluntarily prepaid pursuant to Section 5.1 prior to such date, plus (vi) the amount of all Revolving Credit Commitments that have either been permanently reduced pursuant to Section 4.2 or have otherwise terminated in accordance with the terms of this Agreement after the 2012 Extension Effective Date (without duplication of the amounts incurred pursuant to clause (iii) above) minus (b) the sum of (i) the aggregate principal amount of New Loan Commitments incurred pursuant to Section 2.14(a) prior to such date and (ii) the aggregate principal amount of Permitted Other Indebtedness issued or incurred pursuant to Section 10.1(bb)(i)(a) prior to such date.
Maximum Incremental Facilities Amount means, at any date of determination, (a) the sum of (i) $185,000,000 and (ii) the aggregate amount of voluntary prepayments of Loans (including purchases of the Loans by the Borrower and its Subsidiaries at or below par, in which case the amount of voluntary prepayments of Loans shall be deemed not to exceed the actual purchase price of such Loans below par) (and in the case of any Loans that are not Term Loans, a corresponding commitment reduction), in each case, other than from proceeds of Refinancing Indebtedness minus (b) the sum of (i) the aggregate principal amount of New Loan Commitments incurred pursuant to Section 2.14(a) prior to such date and (ii) the aggregate principal amount of Permitted Other Indebtedness issued or incurred (including any unused commitments obtained) pursuant to Section 10.1(x)(i)(a) prior to such date (in the case of each of the foregoing clauses (b)(i) and (ii) to the extent issued or incurred in reliance on the foregoing clause (a)) plus (c) the amount such that, after giving effect to the incurrence of such amount, Holdings would be in compliance on a Pro Forma Basis with the Senior Secured Leverage Test (assuming the Indebtedness being incurred as of such date of determination would be included in the definition of Consolidated Senior Secured Debt, whether or not such Indebtedness would otherwise be so included and assuming the Revolving Credit Commitments at such time are fully drawn).
Maximum Incremental Facilities Amount means:
Examples of Maximum Incremental Facilities Amount in a sentence
In connection with the incurrence of any Indebtedness under this Section 2.14, at the request of the Administrative Agent, the Borrower shall provide to the Administrative Agent a certificate certifying that the New Loan Commitments do not exceed the Maximum Incremental Facilities Amount, which certificate shall be in reasonable detail and shall provide the calculations and basis therefor.
Notwithstanding anything to the contrary herein, the aggregate amount of the Incremental Term Loans and the Revolving Commitment Increases (other than, for the avoidance of doubt, those established in respect of Extended Term Loans or Extended Revolving Credit Commitments pursuant to Section 2.16) shall not exceed the Maximum Incremental Facilities Amount.
For the avoidance of doubt, in connection with the incurrence of any Indebtedness under Section 2.14, the definitions of Required Lenders, Required Revolving Credit Lenders and Required Term Loan Lenders shall be calculated on a Pro Forma Basis in accordance with this Section 1.12, Section 2.14 and the definition of Maximum Incremental Facilities Amount.
In connection with the incurrence of any Indebtedness under this Section 2.14, at the request of the Administrative Agent, the Borrower shall provide to the Administrative Agent a certificate certifying that the New Term Loan Commitments do not exceed the Maximum Incremental Facilities Amount, which certificate shall be in reasonable detail and shall provide the calculations and basis therefor.
Notwithstanding anything to the contrary herein, in no event shall the aggregate amount of the Incremental Term Loans incurred at any time exceed the Maximum Incremental Facilities Amount as of such time.
More Definitions of Maximum Incremental Facilities Amount
Maximum Incremental Facilities Amount means, as of any date, the sum of the following:
Maximum Incremental Facilities Amount at any date of determination, the sum of (i) an amount equal to the greater of (1) $333,000,000 and (2) 75.0% of Four Quarter Consolidated EBITDA (amounts Incurred pursuant to this clause (i), the “Cash Capped Incremental Facility”) plus (ii) an unlimited amount if, after giving effect to the Incurrence of such amount (or, at the Borrower’s option, on the date of the initial commitment to lend such additional amount after giving pro forma effect to the Incurrence of the entire committed amount of such additional amount), either (x) the Consolidated Secured Leverage Ratio shall not exceed 4.50 to 1.00 or (y) in the case of Indebtedness being Incurred to finance or refinance, or otherwise Incurred in connection with, any acquisition of assets (including Capital Stock), business or Person, or any merger or consolidation of any Person with or into the Borrower or any Restricted Subsidiary, or any other Investment, the Consolidated Secured Leverage Ratio of the Borrower would equal or be less than the Consolidated Secured Leverage Ratio of the Borrower immediately prior to giving effect thereto (in each case under this clause (ii), as set forth in a certificate of a Responsible Officer of the Borrower delivered to the Administrative Agent at the time of such Incurrence, together with calculations demonstrating compliance with such ratio (amounts Incurred pursuant to this clause (ii), the “Ratio Incremental Facility”) (it being understood that (A) if pro forma effect is given to the entire committed amount of any such additional amount on the date of initial borrowing of such Indebtedness or entry into the definitive agreement providing the commitment to fund such Indebtedness, such committed amount may thereafter be borrowed and reborrowed in whole or in part, from time to time, without further compliance with this clause (ii) and (B) for purposes of so calculating the Consolidated Secured Leverage Ratio under this clause (ii), any additional amount Incurred pursuant to this clause (ii) shall be treated as if such amount is Consolidated Secured Indebtedness, regardless of whether such amount is actually secured or is secured by Liens ranking junior to the Liens securing the Cash Flow Facilities Obligations)); provided that, at the Borrower’s option, capacity under the Ratio Incremental Facility shall be deemed to be used before capacity under the Cash Capped Incremental Facility.
Maximum Incremental Facilities Amount means, at any date of determination, an aggregate principal amount of up to:
Maximum Incremental Facilities Amount at any date of determination, the sum of (i) $50,000,000 plus (ii) an additional amount if, after giving effect to the Incurrence of such additional amount (or on the date of the initial commitment to lend such additional amount after giving pro forma effect to the Incurrence of the entire committed amount of such additional amount), the Consolidated Secured Leverage Ratio shall not exceed 3.25 to 1.00 (as set forth in an officer’s certificate of a Responsible Officer of the Borrower Representative delivered to the Administrative Agent at the time of such Incurrence, together with calculations demonstrating compliance with such ratio (it being understood that (A) if pro forma effect is given to the entire committed amount of any such additional amount on the date of initial borrowing of such Indebtedness or entry into the definitive agreement providing the commitment to fund such Indebtedness, such committed amount may thereafter be borrowed and reborrowed, in whole or in part, from time to time, without further compliance with this clause and (B) for purposes of calculating the Consolidated Secured Leverage Ratio, any additional amount Incurred pursuant to clause (ii) of this definition shall be treated as if such amount is Consolidated Secured Indebtedness, regardless of whether such amount is actually secured)).
Maximum Incremental Facilities Amount means, at any date of determination, a principal amount of not greater than (a) $250 million plus (b) an unlimited amount, so long as on a Pro Forma Basis after giving effect to the incurrence of any Incremental Facility or any Permitted Debt Offering (and after giving effect to any Acquisition consummated concurrently therewith and calculated as if any Revolving Commitment Increase were fully drawn on the closing date thereof), the Consolidated Net Secured Leverage Ratio is equal to or less than 3.25 to 1.00 for the most recently ended Test Period for which financial statements have been delivered pursuant to Section 6.01, provided, that the principal amount of any Incremental Facilities incurred pursuant to Section 2.14 or any Permitted Debt Offerings incurred pursuant to Section 7.02(b)(20), in each case, shall reduce the amount in clause (a) on a dollar-for-dollar basis until reduced to zero.
Maximum Incremental Facilities Amount means, at any date of determination, an aggregate principal amount of up to (a) an amount such that (i) if such New Loan Commitment is secured on a pari passu basis with the Credit Facilities, after giving effect to the incurrence of such amount the Borrower would be in compliance on a Pro Forma Basis (including any adjustments required by such definition as a result of a contemplated Permitted Acquisition, but excluding any prior or concurrent incurrence of Indebtedness pursuant to clause (b) below) with respect to the last day of the most recently ended Test Period with a First Lien Leverage Ratio of no greater than 5.00 to 1.00, (ii) if such New Loan Commitment is secured on a junior basis to the Credit Facilities, after giving effect to the incurrence of such amount the Borrower would be in compliance on a Pro Forma Basis (including any adjustments required by such definition as a result of a contemplated Permitted Acquisition, but excluding any prior or concurrent incurrence of Indebtedness pursuant to clause (b) below) with respect to the last day of the most recently ended Test Period with a Total Secured Leverage Ratio of no greater than 6.25 to 1.00 or (iii) if such New Loan Commitment is subordinated in right of payment to the Credit Facilities or unsecured, after giving effect to the incurrence of such amount the Borrower would be in compliance on a Pro Forma Basis (including any adjustments required by such definition as a result of a contemplated Permitted Acquisition, but excluding any prior or concurrent incurrence of Indebtedness pursuant to clause (b) below) with respect to the last day of the most recently ended Test Period with a Total Leverage Ratio of no greater than 6.25 to 1.00 (it being understood that (x) the proceeds from such New Loan Commitment shall not be used for netting Indebtedness for purposes of calculating the First Lien Leverage Ratio, the Total Secured Leverage or the Total Leverage Ratio, as applicable, pursuant to this clause (a) and (y) any New Revolving Credit Commitments being established shall be treated as being fully drawn), plus (b) the sum of (I) an amount equal to the greater of (x) 100% of Consolidated EBITDA on a Pro Forma Basis after giving effect to the Transactions on the Closing Date and (y) $155,000,000, plus (II) the aggregate amount of (A) voluntary prepayments of (i) Term Loans (including purchases of the Term Loans by the Borrower at or below par, in which case the amount of voluntary prepayments ...
Maximum Incremental Facilities Amount means, at any date of determination, (i) $100,000,000 minus (ii) the aggregate principal amount of Incremental Revolving Credit Commitments incurred pursuant to Section 2.14(a) prior to such date;