Borrower Information Used to Determine Applicable Interest Rates The parties understand that the applicable interest rate for the Obligations and certain fees set forth herein may be determined and/or adjusted from time to time based upon certain financial ratios and/or other information to be provided or certified to the Lenders by the Borrower (the “Borrower Information”). If it is subsequently determined that any such Borrower Information was incorrect (for whatever reason, including without limitation because of a subsequent restatement of earnings by the Borrower) at the time it was delivered to the Administrative Agent, and if the applicable interest rate or fees calculated for any period were lower than they should have been had the correct information been timely provided, then, such interest rate and such fees for such period shall be automatically recalculated using correct Borrower Information. The Administrative Agent shall promptly notify the Borrower in writing of any additional interest and fees due because of such recalculation, and the Borrower shall pay such additional interest or fees due to the Administrative Agent, for the account of each Lender, within five (5) Business Days of receipt of such written notice. Any recalculation of interest or fees required by this provision shall survive the termination of this Agreement, and this provision shall not in any way limit any of the Administrative Agent’s, the Issuing Bank’s, or any Lender’s other rights under this Agreement.
Minimum Consolidated Interest Coverage Ratio Permit the Consolidated Interest Coverage Ratio as of the end of any fiscal quarter of the Borrower to be less than 3.25 to 1.00.
Minimum Consolidated EBITDA (a) The Borrower will not permit Consolidated EBITDA (i) for the Borrower's fiscal quarter ending closest to June 30, 1997 to be less than $2,500,000 and (ii) for any Test Period ending on the last day of a fiscal quarter of the Borrower set forth below to be less than the amount set forth opposite such fiscal quarter below: Fiscal Quarter Ending Closest To Amount ----------------- ------ September 30, 1997 $5,000,000 December 31, 1997 $5,000,000 March 31, 1998 $5,000,000 June 30, 1998 $5,000,000 September 30, 1998 $5,000,000 December 31, 1998 $5,000,000 March 31, 1999 $5,000,000 June 30, 1999 $5,000,000 -64- September 30, 1999 $ 5,000,000 December 31, 1999 $ 5,000,000 March 31, 2000 $ 5,000,000 June 30, 2000 $10,000,000 September 30, 2000 $15,000,000 December 31, 2000 $15,000,000 March 31, 2001 $15,000,000 June 30, 2001 $15,750,000 September 30, 2001 $16,500,000 December 31, 2001 $16,500,000 March 31, 2002 $16,500,000 June 30, 2002 $16,500,000
Minimum Consolidated Fixed Charge Coverage Ratio The Consolidated Fixed Charge Coverage Ratio shall not be less than 1.50 to 1.00, determined based on information for the most recent fiscal quarter annualized.
Maximum Consolidated Leverage Ratio The Consolidated Leverage Ratio at any time may not exceed 0.75 to 1.00; and
Minimum Consolidated Net Worth The Company will not permit its Consolidated Net Worth at any time to be less than the sum of (a) $800,000,000 plus (b) an aggregate amount equal to 50% of its Consolidated Net Earnings (but, in each case, only if a positive number) for each completed fiscal year beginning with the fiscal year ending September 30, 2013.”
Borrowing Mechanics for Term Loans (i) the Borrower shall deliver to the Administrative Agent a fully executed Borrowing Notice no later than three (3) Business Days prior to the Closing Date. Promptly upon receipt by the Administrative Agent of such Borrowing Notice, the Administrative Agent shall notify each Lender of the proposed borrowing.
Minimum Consolidated Tangible Net Worth (a) Prior to consummation of the Merger, the Borrower will not at any time permit Consolidated Tangible Net Worth to be less than the sum of (i) $788,000,000.00 plus (ii) seventy-five percent (75%) of the sum of any additional Net Offering Proceeds after the date of this Agreement.
Existing Term Lenders / Cashless Settlement Each undersigned Term Lender hereby irrevocably and unconditionally (i) consents to convert 100% of the outstanding principal amount of the Term Loans held by such Term1 Lender (or such lesser amount allocated to such Lender by the Administrative Agent) into a Term B-1 Loan in a like principal amount via a cashless roll and (ii) consents to the terms of the Amendment and the Amended Credit Agreement.
Accounting Terms; Utilization of GAAP for Purposes of Calculations Under Agreement Except as otherwise expressly provided in this Agreement, all accounting terms not otherwise defined herein shall have the meanings assigned to them in conformity with GAAP. Financial statements and other information required to be delivered by Company to Lenders pursuant to clauses (ii), (iii) and (xii) of subsection 6.1 shall be prepared in accordance with GAAP as in effect at the time of such preparation (and delivered together with the reconciliation statements provided for in subsection 6.1(v)). Calculations in connection with the definitions, covenants and other provisions of this Agreement shall utilize GAAP as in effect on the date of determination, applied in a manner consistent with that used in preparing the financial statements referred to in subsection 5.3. If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in any Loan Document, and Company, Administrative Agent or Requisite Lenders shall so request, Administrative Agent, Lenders and Company shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval of Requisite Lenders), provided that, until so amended, such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and Company shall provide to Administrative Agent and Lenders reconciliation statements provided for in subsection 6.1(v).
