Consolidated Leverage Ratio. The ratio (the “Consolidated Leverage Ratio”) of (a) all Debt of the Company and Subsidiaries on a consolidated basis at any time to (b) Consolidated EBITDA for the period of four consecutive fiscal quarters then or most recently ended to exceed 3.25 to 1.00; provided, however, that: (i) at any time after the expiration of the Special Relief Period (as defined below), but only if the Consolidated Leverage Ratio at such time has been equal to or less than 3.25 to 1.00 at all times during at least four consecutive full fiscal quarters, in connection with any Acquisition that is not a Hostile Acquisition and that is in an Eligible Business Line for which the aggregate purchase consideration equals or exceeds $75,000,000, the maximum permitted Consolidated Leverage Ratio, at the election of the Company, with prior written notice from the Company to the holders of the Notes, shall increase to 3.90 to 1.00, on one occasion during the term of this Agreement, for the period beginning on the date of the consummation of such Acquisition and continuing until the fourth consecutive fiscal quarter end which occurs on or after the date of the consummation of such Acquisition, provided that the coupon (including the applicable default rate) for the Notes shall automatically, without further consent or other action of any Person, be deemed to be increased by 0.45% per annum during such period (and shall automatically, without further consent or other action of any Person, be deemed to return to the original coupon (including the applicable default rate) after the end of such period); (ii) at any time after the expiration of the Special Relief Period (as defined below), but only if the Consolidated Leverage Ratio at such time has been equal to or less than 3.25 to 1.00 at all times during at least four consecutive full fiscal quarters, in connection with any purchase or construction of a new container ship for which the aggregate purchase consideration or construction cost equals or exceeds $125,000,000, the maximum permitted Consolidated Leverage Ratio, at the election of the Company, with prior written notice from the Company to the holders of the Notes delivered by the Company prior to the Specified Date (as defined below) and specifying therein such Specified Date, shall increase to 3.50 to 1.00, on one occasion during the term of this Agreement, for the period beginning on a date determined by the Company between the commencement of payment for such container ship and delivery of such container ship (the “Specified Date”) and continuing until the fourth consecutive fiscal quarter end which occurs on or after the Specified Date, provided that the coupon (including the applicable default rate) for the Notes shall automatically, without further consent or other action of any Person, be deemed to be increased by 0.20% per annum during such period (and shall automatically, without further consent or other action of any Person, be deemed to return to the original coupon (including the applicable default rate) after the end of such period); (iii) at any time and from time to time (but subject to the next succeeding clauses (iv), (v), (vi), (vii), (viii) and (ix)) during the Special Relief Period (as defined below) in connection with any purchase or construction of one or more new container ships for which the aggregate purchase consideration or construction cost per ship equals or exceeds $125,000,000 (each, a “Qualifying Ship”), the maximum permitted Consolidated Leverage Ratio, at the election of the Company effective as of the last day of a fiscal quarter occurring during the Special Relief Period (through the Company’s delivery, no later than 20 days after the last day of the applicable fiscal quarter, of a written notice to the holders of the Notes, stating that the Company is electing an “Applicable Relief Period” and specifying the beginning and ending dates thereof (each, an “Applicable Relief Period Notice”), shall increase to the Applicable Maximum Level for the period beginning on the last day of the applicable fiscal quarter and continuing until the day immediately preceding the last day of the next succeeding fiscal quarter (the “Applicable Relief Period”); (iv) the Company may deliver no more than seven (7) Applicable Relief Period Notices during the Special Relief Period (and if the Company delivers more than one (1) Applicable Relief Period Notice, then all Applicable Relief Period Notices must cover consecutive Applicable Relief Periods), and each Applicable Relief Period Notice will specify the Applicable Maximum Level for purpose of the Applicable Relief Period selected in such Applicable Relief Period Notice; (v) (a) the “Special Relief Period” shall mean a period of two consecutive years, occurring during the three-year period from December 31, 2017 through December 30, 2020 (or a lesser period of time if the Special Relief Period begins after December 31, 2018), and triggered to begin at the election of the Company effective as of the last day of a fiscal quarter during such three-year period (through the Company’s delivery, on a one-time basis and no later than 20 days after the last day of the applicable fiscal quarter, of a written notice to the holders of the Notes, stating that the Company is electing the “Special Relief Period” and specifying the beginning and ending dates thereof) (a “Special Relief Period Notice”); (b) the “Applicable Maximum Level” shall mean (x) 3.50 to 1.00, or (y) 3.75 to 1.00, provided that (1) the Company may elect the Applicable Maximum Level of 3.75 to 1.00 only for up to three consecutive Applicable Relief Periods, and (2) the Company may elect an Applicable Maximum Level of 3.50 to 1.00 for any or all of the Applicable Relief Periods; and (c) the “Applicable Coupon Adjustment”) means 0.25% per annum during any Applicable Relief Period when the Applicable Maximum Level is 3.50 to 1.00, or 0.50% per annum during any Applicable Relief Period when the Applicable Maximum Level is 3.75 to 1.00;
Appears in 3 contracts
Sources: Amendment to Third Amended and Restated Note Purchase and Private Shelf Agreement, Amendment to Third Amended and Restated Note Purchase and Private Shelf Agreement (Matson, Inc.), Note Purchase Agreement (Matson, Inc.)
Consolidated Leverage Ratio. The ratio (the “Consolidated Leverage Ratio”) of (a) all Debt of the Company and Subsidiaries on a consolidated basis at any time to (b) Consolidated EBITDA for the period of four consecutive fiscal quarters then or most recently ended to exceed 3.25 to 1.00; provided, however, that:
(i) at any time after the expiration of the Special Relief Period (as defined below), but only if the Consolidated Leverage Ratio at such time has been equal to or less than 3.25 to 1.00 at all times during at least four consecutive full fiscal quarters, in connection with any Acquisition that is not a Hostile Acquisition and that is in an Eligible Business Line for which the aggregate purchase consideration equals or exceeds $75,000,000, the maximum permitted Consolidated Leverage Ratio, at the election of the Company, with prior written notice from the Company to the holders of the Notes, shall increase to 3.90 to 1.00, on one occasion during the term of this Agreement, for the period beginning on the date of the consummation of such Acquisition and continuing until the fourth consecutive fiscal quarter end which occurs on or after the date of the consummation of such Acquisition, provided that the coupon (including the applicable default rate) for the Notes shall automatically, without further consent or other action of any Person, be deemed to be increased by 0.45% per annum during such period (and shall automatically, without further consent or other action of any Person, be deemed to return to the original coupon (including the applicable default rate) after the end of such period);
(ii) at any time after the expiration of the Special Relief Period (as defined below), but only if the Consolidated Leverage Ratio at such time has been equal to or less than 3.25 to 1.00 at all times during at least four consecutive full fiscal quarters, in connection with any purchase or construction of a new container ship for which the aggregate purchase consideration or construction cost equals or exceeds $125,000,000, the maximum permitted Consolidated Leverage Ratio, at the election of the Company, with prior written notice from the Company to the holders of the Notes delivered by the Company prior to the Specified Date (as defined below) and specifying therein such Specified Date, shall increase to 3.50 to 1.00, on one occasion during the term of this Agreement, for the period beginning on a date determined by the Company between the commencement of payment for such container ship and delivery of such container ship (the “Specified Date”) and continuing until the fourth consecutive fiscal quarter end which occurs on or after the Specified Date, provided that the coupon (including the applicable default rate) for the Notes shall automatically, without further consent or other action of any Person, be deemed to be increased by 0.20% per annum during such period (and shall automatically, without further consent or other action of any Person, be deemed to return to the original coupon (including the applicable default rate) after the end of such period);
(iii) at any time and from time to time (but subject to the next succeeding clauses (iv), (v), (vi), (vii), (viii) and (ix)) during the Special Relief Period (as defined below) in connection with any purchase or construction of one or more new container ships for which the aggregate purchase consideration or construction cost per ship equals or exceeds $125,000,000 (each, a “Qualifying Ship”), the maximum permitted Consolidated Leverage Ratio, at the election of the Company effective Borrower will maintain as of the last day of each Measurement Period a fiscal quarter occurring during Consolidated Leverage Ratio of not more than 3.25:1.00 (the Special Relief Period (through “Consolidated Leverage Ratio Covenant”); provided, that, upon the Company’s delivery, no later than 20 days after the last day written notice of the applicable fiscal quarterBorrower (such notice, of which shall include a written notice to the holders listing of the Notesacquisitions so made, stating that the Company is electing an a “Applicable Relief Period” and specifying the beginning and ending dates thereof (each, an “Applicable Relief Period Covenant Reset Notice”), shall increase to but without any action on the Applicable Maximum Level part of the Administrative Agent or any Lender, at any time where during the prior twelve month period the Borrower can demonstrate that it and/or any Subsidiaries of the Borrower have made acquisitions whose aggregate consideration equals or exceeds $500,000,000, which amount of aggregate consideration is calculated consistently with the Borrower’s reporting standard of “Acquisitions” in its cash flow statement included in the Borrower’s quarterly report on Form 10-Q for the period beginning on fiscal quarter ended June 30, 2018 as filed with the last day Securities and Exchange Commission (without duplication of any acquisition that was included in any previous Covenant Reset Notice) and, in any event, including the Acquisition, the maximum Consolidated Leverage Ratio permitted under this Section 5.4(a) shall be automatically increased from 3.25:1.00 to (i) 4.00:1.00 in the case of the applicable Acquisition or (ii) 3.50:1.00 in the case of any other acquisition, in each case, for a period of four fiscal quarter and continuing until the day immediately preceding the last day of the next succeeding fiscal quarter quarters (the a “Applicable Relief Covenant Reset Period”);
(iv) , commencing with the Company may deliver no more than seven (7) Applicable Relief Period Notices during the Special Relief Period (and if the Company delivers more than fiscal quarter in which one (1) Applicable Relief Period Notice, then all Applicable Relief Period Notices must cover consecutive Applicable Relief Periods), and each Applicable Relief Period Notice will specify the Applicable Maximum Level for purpose of the Applicable Relief subject acquisitions included in the Covenant Reset Request is consummated; provided, that the Borrower shall provide to the Administrative Agent such details with respect to such acquisitions as the Administrative Agent, in its reasonable discretion, shall request; provided, further, that after the end of each Covenant Reset Period, the Borrower shall deliver to the Administrative Agent an executed compliance certificate that shall evidence the Borrower’s compliance with a Consolidated Leverage Ratio of 3.25:1.00 for a full fiscal quarter following the end of such Covenant Reset Period selected before becoming entitled to make an additional Covenant Reset Request (which, for the avoidance of doubt, must nonetheless comply with the other requirements of this Section 5.4(a)); provided, further, that, in such Applicable Relief Period Notice;
(v) (a) the “Special Relief Period” shall mean a period of two consecutive years, occurring during event that the three-year period from December 31, 2017 through December 30, 2020 Consolidated Leverage Ratio Covenant (or a lesser period of time if its equivalent) in the Special Relief Period begins after December 31Existing Credit Agreement (as it may be amended, 2018)restated, amended and triggered to begin at restated, refinanced or replaced) is more restrictive on the election of the Company effective Borrower as of the last day Closing Date than the provisions of a fiscal quarter during this Section 5.4(a), then on and following the Closing Date, this Section 5.4(a) shall automatically be deemed to be modified to match such three-year period (through covenant in the Company’s delivery, on a one-time basis and no later than 20 days after the last day of the applicable fiscal quarter, of a written notice to the holders of the Notes, stating that the Company is electing the “Special Relief Period” and specifying the beginning and ending dates thereof) (a “Special Relief Period Notice”); (b) the “Applicable Maximum Level” shall mean (x) 3.50 to 1.00, or (y) 3.75 to 1.00, provided that (1) the Company may elect the Applicable Maximum Level of 3.75 to 1.00 only for up to three consecutive Applicable Relief Periods, and (2) the Company may elect an Applicable Maximum Level of 3.50 to 1.00 for any or all of the Applicable Relief Periods; and (c) the “Applicable Coupon Adjustment”) means 0.25% per annum during any Applicable Relief Period when the Applicable Maximum Level is 3.50 to 1.00, or 0.50% per annum during any Applicable Relief Period when the Applicable Maximum Level is 3.75 to 1.00;Existing Credit Agreement.
Appears in 3 contracts
Sources: 364 Day Bridge Loan Agreement (Marsh & McLennan Companies, Inc.), 364 Day Bridge Loan Agreement, 364 Day Bridge Loan Agreement
Consolidated Leverage Ratio. The ratio (the “Consolidated Leverage Ratio”) of (a) all Debt of the Company and Subsidiaries on a consolidated basis at any time to (b) Consolidated EBITDA for the period of four consecutive fiscal quarters then or most recently ended to exceed 3.25 to 1.00; provided, however, that:
(i) at any time after the expiration of the Special Relief Period (as defined below), but only if the Consolidated Leverage Ratio at such time has been equal to or less than 3.25 to 1.00 at all times during at least four consecutive full fiscal quarters, in connection with any Acquisition that is not a Hostile Acquisition and that is in an Eligible Business Line for which the aggregate purchase consideration equals or exceeds $75,000,000, the maximum permitted Consolidated Leverage Ratio, at the election of the Company, with prior written notice from the Company to the holders of the Notes, shall increase to 3.90 to 1.00, on one occasion during the term of this Agreement, for the period beginning on the date of the consummation of such Acquisition and continuing until the fourth consecutive fiscal quarter end which occurs on or after the date of the consummation of such Acquisition, provided that the coupon (including the applicable default rate) for the Notes shall automatically, without further consent or other action of any Person, be deemed to be increased by 0.45% per annum during such period (and shall automatically, without further consent or other action of any Person, be deemed to return to the original coupon (including the applicable default rate) after the end of such period);
(ii) at any time after the expiration of the Special Relief Period (as defined below), but only if the Consolidated Leverage Ratio at such time has been equal to or less than 3.25 to 1.00 at all times during at least four consecutive full fiscal quarters, in connection with any purchase or construction of a new container ship for which the aggregate purchase consideration or construction cost equals or exceeds $125,000,000, the maximum permitted Consolidated Leverage Ratio, at the election of the Company, with prior written notice from the Company to the holders of the Notes delivered by the Company prior to the Specified Date (as defined below) and specifying therein such Specified Date, shall increase to 3.50 to 1.00, on one occasion during the term of this Agreement, for the period beginning on a date determined by the Company between the commencement of payment for such container ship and delivery of such container ship (the “Specified Date”) and continuing until the fourth consecutive fiscal quarter end which occurs on or after the Specified Date, provided that the coupon (including the applicable default rate) for the Notes shall automatically, without further consent or other action of any Person, be deemed to be increased by 0.20% per annum during such period (and shall automatically, without further consent or other action of any Person, be deemed to return to the original coupon (including the applicable default rate) after the end of such period);
(iii) at any time and from time to time (but subject to the next succeeding clauses (iv), (v), (vi), (vii), (viii) and (ix)) during the Special Relief Period (as defined below) in connection with any purchase or construction of one or more new container ships for which the aggregate purchase consideration or construction cost per ship equals or exceeds $125,000,000 (each, a “Qualifying Ship”), the maximum permitted Consolidated Leverage Ratio, at the election of the Company effective Parent will maintain as of the last day of each Measurement Period a fiscal quarter occurring during Consolidated Leverage Ratio of not more than 3.25:1.00; provided that, upon the Special Relief Period (through the Company’s delivery, no later than 20 days after the last day written notice of the applicable fiscal quarterParent (such notice, of which shall include a written notice to the holders listing of the Notesacquisitions so made, stating that the Company is electing an a “Applicable Relief Period” and specifying the beginning and ending dates thereof (each, an “Applicable Relief Period Covenant Reset Notice”), shall increase to the Applicable Maximum Level for the period beginning but without any action on the last day part of the applicable fiscal quarter and continuing until Administrative Agent or any Lender, at any time where during the day immediately preceding prior twelve-month period the last day Parent can demonstrate that it and/or any Subsidiaries of the next succeeding fiscal quarter Parent have made acquisitions whose aggregate consideration equals or exceeds $500,000,000 (the “Applicable Relief Period”);
(iv) the Company may deliver no more than seven (7) Applicable Relief Period Notices during the Special Relief Period (and if the Company delivers more than one (1) Applicable Relief Period Notice, then all Applicable Relief Period Notices must cover consecutive Applicable Relief Periodswhich amount of aggregate consideration is calculated consistent with past practice), and each Applicable Relief Period Notice will specify the Applicable Maximum Level for purpose of the Applicable Relief Period selected in such Applicable Relief Period Notice;
(vmaximum Consolidated Leverage Ratio permitted under this Section 6.14(b) (a) the “Special Relief Period” shall mean a period of two consecutive years, occurring during the three-year period be automatically increased from December 31, 2017 through December 30, 2020 (or a lesser period of time if the Special Relief Period begins after December 31, 2018), and triggered to begin at the election of the Company effective as of the last day of a fiscal quarter during such three-year period (through the Company’s delivery, on a one-time basis and no later than 20 days after the last day of the applicable fiscal quarter, of a written notice to the holders of the Notes, stating that the Company is electing the “Special Relief Period” and specifying the beginning and ending dates thereof) (a “Special Relief Period Notice”); (b) the “Applicable Maximum Level” shall mean (x) 3.50 to 1.00, or (y) 3.75 to 1.00, provided that (1) the Company may elect the Applicable Maximum Level of 3.75 3.25 to 1.00 only for up to three consecutive Applicable Relief Periods, and (2) the Company may elect an Applicable Maximum Level of 3.50 to 1.00 for any or all a period of four fiscal quarters (a “Covenant Reset Period”), commencing with the fiscal quarter in which one of the Applicable Relief Periodssubject acquisitions included in the Covenant Reset Notice is consummated; and provided, further, that the Parent shall provide to the Administrative Agent such details with respect to such acquisitions as the Administrative Agent, in its reasonable discretion, shall request; provided, further, that after the end of each Covenant Reset Period, the Parent shall deliver to the Administrative Agent an executed Compliance Certificate that shall evidence the Parent’s compliance with a Consolidated Leverage Ratio of 3.25 to 1.00 for a full fiscal quarter following the end of such Covenant Reset Period before becoming entitled to make an additional Covenant Reset Notice (c) which, for the “Applicable Coupon Adjustment”) means 0.25% per annum during any Applicable Relief Period when avoidance of doubt, must nonetheless comply with the Applicable Maximum Level is 3.50 to 1.00, or 0.50% per annum during any Applicable Relief Period when the Applicable Maximum Level is 3.75 to 1.00;other requirements of this Section 6.14(b)).
Appears in 3 contracts
Sources: Credit Agreement (Aon PLC), Credit Agreement (Aon PLC), Credit Agreement (Aon PLC)
Consolidated Leverage Ratio. The ratio (the “Consolidated Leverage Ratio”) of (a) all Debt of the Company and Subsidiaries on a consolidated basis at any time to (b) Consolidated EBITDA for the period of four consecutive fiscal quarters then or most recently ended to exceed 3.25 to 1.00; provided, however, that:
: (i) at any time after the expiration of the Special Relief Period (as defined below), but only if the Consolidated Leverage Ratio at such time has been equal to or less than 3.25 to 1.00 at all times during at least four consecutive full fiscal quarters, in connection with any Acquisition that is not a Hostile Acquisition and that is in an Eligible Business Line for which the aggregate purchase consideration equals or exceeds $75,000,000, the maximum permitted Consolidated Leverage Ratio, at the election of the Company, with prior written notice from the Company to the holders of the Notes, shall increase to 3.90 to 1.00, on one occasion during the term of this Agreement, for the period beginning on the date of the consummation of such Acquisition and continuing until the fourth consecutive fiscal quarter end which occurs on or after the date of the consummation of such Acquisition, provided that the coupon (including the applicable default rate) for the Notes shall automatically, without further consent or other action of any Person, be deemed to be increased by 0.45% per annum during such period (and shall automatically, without further consent or other action of any Person, be deemed to return to the original coupon (including the applicable default rate) after the end of such period);
; and (ii) at any time after the expiration of the Special Relief Period (as defined below), but only if the Consolidated Leverage Ratio at such time has been equal to or less than 3.25 to 1.00 at all times during at least four consecutive full fiscal quarters, in connection with any purchase or construction of a new container ship for which the aggregate purchase consideration or construction cost equals or exceeds $125,000,000, the maximum permitted Consolidated Leverage Ratio, at the election of the Company, with prior written notice from the Company to the holders of the Notes delivered by the Company prior to the Specified Date (as defined below) and specifying therein such Specified Date, shall increase to 3.50 to 1.00, on one occasion during the term of this Agreement, for the period beginning on a date determined by the Company between the commencement of payment for such container ship and delivery of such container ship (the “Specified Date”) and continuing until the fourth consecutive fiscal quarter end which occurs on or after the Specified Date, provided that the coupon (including the applicable default rate) for the Notes shall automatically, without further consent or other action of any Person, be deemed to be increased by 0.20% per annum during such period (and shall automatically, without further consent or other action of any Person, be deemed to return to the original coupon (including the applicable default rate) after the end of such period);
(iii) at any time and from time to time (but subject to the next succeeding clauses (iv), (v), (vi), (vii), (viii) and (ix)) during the Special Relief Period (as defined below) in connection with any purchase or construction of one or more new container ships for which the aggregate purchase consideration or construction cost per ship equals or exceeds $125,000,000 (each, a “Qualifying Ship”), the maximum permitted Consolidated Leverage Ratio, at the election of the Company effective as of the last day of a fiscal quarter occurring during the Special Relief Period (through the Company’s delivery, no later than 20 days after the last day of the applicable fiscal quarter, of a written notice to the holders of the Notes, stating that the Company is electing an “Applicable Relief Period” and specifying the beginning and ending dates thereof (each, an “Applicable Relief Period Notice”), shall increase to the Applicable Maximum Level for the period beginning on the last day of the applicable fiscal quarter and continuing until the day immediately preceding the last day of the next succeeding fiscal quarter (the “Applicable Relief Period”);
(iv) the Company may deliver no more than seven (7) Applicable Relief Period Notices during the Special Relief Period (and if the Company delivers more than one (1) Applicable Relief Period Notice, then all Applicable Relief Period Notices must cover consecutive Applicable Relief Periods), and each Applicable Relief Period Notice will specify the Applicable Maximum Level for purpose of the Applicable Relief Period selected in such Applicable Relief Period Notice;
(v) (a) the “Special Relief Period” shall mean a period of two consecutive years, occurring during the three-year period from December 31, 2017 through December 30, 2020 (or a lesser period of time if the Special Relief Period begins after December 31, 2018), and triggered to begin at the election of the Company effective as of the last day of a fiscal quarter during such three-year period (through the Company’s delivery, on a one-time basis and no later than 20 days after the last day of the applicable fiscal quarter, of a written notice to the holders of the Notes, stating that the Company is electing the “Special Relief Period” and specifying the beginning and ending dates thereof) (a “Special Relief Period Notice”); (b) the “Applicable Maximum Level” shall mean (x) 3.50 to 1.00, or (y) 3.75 to 1.00, provided that (1) the Company may elect the Applicable Maximum Level of 3.75 to 1.00 only for up to three consecutive Applicable Relief Periods, and (2) the Company may elect an Applicable Maximum Level of 3.50 to 1.00 for any or all of the Applicable Relief Periods; and (c) the “Applicable Coupon Adjustment”) means 0.25% per annum during any Applicable Relief Period when the Applicable Maximum Level is 3.50 to 1.00, or 0.50% per annum during any Applicable Relief Period when the Applicable Maximum Level is 3.75 to 1.00;
Appears in 2 contracts
Sources: Note Purchase Agreement (Matson, Inc.), Note Purchase Agreement (Matson, Inc.)
Consolidated Leverage Ratio. The ratio (the “Consolidated Leverage Ratio”) of (a) all Debt of the Company and Subsidiaries on a consolidated basis at any time to (b) Consolidated EBITDA for the period of four consecutive fiscal quarters then or most recently ended to exceed 3.25 to 1.00; provided, however, that:
: (i) at any time after the expiration of the Special Relief Period (as defined below), but only if the Consolidated Leverage Ratio at such time has been equal to or less than 3.25 to 1.00 at all times during at least four consecutive full fiscal quarters, in connection with any Acquisition that is not a Hostile Acquisition and that is in an Eligible Business Line for which the aggregate purchase consideration equals or exceeds $75,000,000, the maximum permitted Consolidated Leverage Ratio, at the election of the Company, with prior written notice from the Company to the holders of the Notes, shall increase to 3.90 to 1.00, on one occasion during the term of this Agreement, for the period beginning on the date of the consummation of such Acquisition and continuing until the fourth consecutive fiscal quarter end which occurs on or after the date of the consummation of such Acquisition, provided that the coupon (including the applicable default rate) for each Series of the Notes shall automatically, without further consent or other action of any Person, be deemed to be increased by 0.45% per annum during such period (and shall automatically, without further consent or other action of any Person, be deemed to return to the original coupon (including the applicable default rate) after the end of such period);
; and (ii) at any time after the expiration of the Special Relief Period (as defined below), but only if the Consolidated Leverage Ratio at such time has been equal to or less than 3.25 to 1.00 at all times during at least four consecutive full fiscal quarters, in connection with any purchase or construction of a new container ship for which the aggregate purchase consideration or construction cost equals or exceeds $125,000,000, the maximum permitted Consolidated Leverage Ratio, at the election of the Company, with prior written notice from the Company to the holders of the Notes delivered by the Company prior to the Specified Date (as defined below) and specifying therein such Specified Date, shall increase to 3.50 to 1.00, on one occasion during the term of this Agreement, for the period beginning on a date determined by the Company between the commencement of payment for such container ship and delivery of such container ship (the “Specified Date”) and continuing until the fourth consecutive fiscal quarter end which occurs on or after the Specified Date, provided that the coupon (including the applicable default rate) for each Series of the Notes shall automatically, without further consent or other action of any Person, be deemed to be increased by 0.20% per annum during such period (and shall automatically, without further consent or other action of any Person, be deemed to return to the original coupon (including the applicable default rate) after the end of such period);
(iii) at any time and from time to time (but subject to the next succeeding clauses (iv), (v), (vi), (vii), (viii) and (ix)) during the Special Relief Period (as defined below) in connection with any purchase or construction of one or more new container ships for which the aggregate purchase consideration or construction cost per ship equals or exceeds $125,000,000 (each, a “Qualifying Ship”), the maximum permitted Consolidated Leverage Ratio, at the election of the Company effective as of the last day of a fiscal quarter occurring during the Special Relief Period (through the Company’s delivery, no later than 20 days after the last day of the applicable fiscal quarter, of a written notice to the holders of the Notes, stating that the Company is electing an “Applicable Relief Period” and specifying the beginning and ending dates thereof (each, an “Applicable Relief Period Notice”), shall increase to the Applicable Maximum Level for the period beginning on the last day of the applicable fiscal quarter and continuing until the day immediately preceding the last day of the next succeeding fiscal quarter (the “Applicable Relief Period”);
(iv) the Company may deliver no more than seven (7) Applicable Relief Period Notices during the Special Relief Period (and if the Company delivers more than one (1) Applicable Relief Period Notice, then all Applicable Relief Period Notices must cover consecutive Applicable Relief Periods), and each Applicable Relief Period Notice will specify the Applicable Maximum Level for purpose of the Applicable Relief Period selected in such Applicable Relief Period Notice;
(v) (a) the “Special Relief Period” shall mean a period of two consecutive years, occurring during the three-year period from December 31, 2017 through December 30, 2020 (or a lesser period of time if the Special Relief Period begins after December 31, 2018), and triggered to begin at the election of the Company effective as of the last day of a fiscal quarter during such three-year period (through the Company’s delivery, on a one-time basis and no later than 20 days after the last day of the applicable fiscal quarter, of a written notice to the holders of the Notes, stating that the Company is electing the “Special Relief Period” and specifying the beginning and ending dates thereof) (a “Special Relief Period Notice”); (b) the “Applicable Maximum Level” shall mean (x) 3.50 to 1.00, or (y) 3.75 to 1.00, provided that (1) the Company may elect the Applicable Maximum Level of 3.75 to 1.00 only for up to three consecutive Applicable Relief Periods, and (2) the Company may elect an Applicable Maximum Level of 3.50 to 1.00 for any or all of the Applicable Relief Periods; and (c) the “Applicable Coupon Adjustment”) means 0.25% per annum during any Applicable Relief Period when the Applicable Maximum Level is 3.50 to 1.00, or 0.50% per annum during any Applicable Relief Period when the Applicable Maximum Level is 3.75 to 1.00;
Appears in 2 contracts
Sources: Third Amended and Restated Note Purchase and Private Shelf Agreement (Matson, Inc.), Note Agreement (Alexander & Baldwin Holdings, Inc.)
Consolidated Leverage Ratio. The ratio (the “Consolidated Leverage Ratio”) of (a) all Debt of the Company and Subsidiaries on a consolidated basis at any time to (b) Consolidated EBITDA for the period of four consecutive fiscal quarters then or most recently ended to exceed 3.25 to 1.00; provided, however, that:
(i) at any time after the expiration of the Special Relief Period (as defined below), but only if Permit the Consolidated Leverage Ratio at such time has been equal as of the last day of any fiscal quarter to or less be greater than 3.25 3.50 to 1.00 at all times during at least four consecutive full fiscal quarters, 1.00; provided that if the aggregate consideration paid in connection with any Acquisition that is not a Hostile Acquisition and that Permitted Acquisition, when taken together with the aggregate consideration for any previous Permitted Acquisitions since the Closing Date, is in an Eligible Business Line for which excess of $100,000,000, then the aggregate purchase consideration equals or exceeds $75,000,000, Borrower shall have the right to elect to increase the maximum permitted Consolidated Leverage Ratio, at Ratio required to be maintained by this Section 8.1(a) to 4.00 to 1.00 during the election fiscal quarter in which such acquisition is consummated (the “Trigger Quarter”) and each of the Companyfollowing three fiscal quarters following the Trigger Quarter (such period, with prior written notice from the Company “Elevated Ratio Period”) so long as (a) there is at least one fiscal quarter end after the end of each Elevated Ratio Period at which the Consolidated Leverage Ratio is less than or equal to the holders of the Notes, shall increase to 3.90 3.50 to 1.00, on (b) there shall be no more than one occasion Elevated Ratio Period in effect at any given time, (c) there shall be no more than two Elevated Ratio Periods during the term of this Agreement, and (d) the aggregate consideration for the period beginning Permitted Acquisition giving rise to the second Elevated Ratio Period must be in excess of $5,000,000. Such election shall be made by the delivery of a written notice by the Borrower to the Administrative Agent making reference to this Section 8.1(a) and notifying the Administrative Agent of the Borrower’s exercise of this right on or prior to the date of the consummation actual or required delivery of such Acquisition and continuing until the fourth consecutive fiscal quarter end which occurs on or after the date of the consummation of such Acquisition, provided that the coupon (including the applicable default rate) a Compliance Certificate for the Notes shall automatically, without further consent or other action of any Person, be deemed to be increased by 0.45% per annum during such period (and shall automatically, without further consent or other action of any Person, be deemed to return to the original coupon (including the applicable default rate) after the end of such period);
(ii) at any time after the expiration of the Special Relief Period (as defined below), but only if the Consolidated Leverage Ratio at such time has been equal to or less than 3.25 to 1.00 at all times during at least four consecutive full fiscal quarters, in connection with any purchase or construction of a new container ship for which the aggregate purchase consideration or construction cost equals or exceeds $125,000,000, the maximum permitted Consolidated Leverage Ratio, at the election of the Company, with prior written notice from the Company to the holders of the Notes delivered by the Company prior to the Specified Date (as defined below) and specifying therein such Specified Date, shall increase to 3.50 to 1.00, on one occasion during the term of this Agreement, for the period beginning on a date determined by the Company between the commencement of payment for such container ship and delivery of such container ship (the “Specified Date”) and continuing until the fourth consecutive fiscal quarter end which occurs on or after the Specified Date, provided that the coupon (including the applicable default rate) for the Notes shall automatically, without further consent or other action of any Person, be deemed to be increased by 0.20% per annum during such period (and shall automatically, without further consent or other action of any Person, be deemed to return to the original coupon (including the applicable default rate) after the end of such period);
(iii) at any time and from time to time (but subject to the next succeeding clauses (iv), (v), (vi), (vii), (viii) and (ix)) during the Special Relief Period (as defined below) in connection with any purchase or construction of one or more new container ships for which the aggregate purchase consideration or construction cost per ship equals or exceeds $125,000,000 (each, a “Qualifying Ship”), the maximum permitted Consolidated Leverage Ratio, at the election of the Company effective as of the last day of a fiscal quarter occurring during the Special Relief Period (through the Company’s delivery, no later than 20 days after the last day of the applicable fiscal quarter, of a written notice to the holders of the Notes, stating that the Company is electing an “Applicable Relief Period” and specifying the beginning and ending dates thereof (each, an “Applicable Relief Period Notice”), shall increase to the Applicable Maximum Level for the period beginning on the last day of the applicable fiscal quarter and continuing until the day immediately preceding the last day of the next succeeding fiscal quarter (the “Applicable Relief Period”);
(iv) the Company may deliver no more than seven (7) Applicable Relief Period Notices during the Special Relief Period (and if the Company delivers more than one (1) Applicable Relief Period Notice, then all Applicable Relief Period Notices must cover consecutive Applicable Relief Periods), and each Applicable Relief Period Notice will specify the Applicable Maximum Level for purpose of the Applicable Relief Period selected in such Applicable Relief Period Notice;
(v) (a) the “Special Relief Period” shall mean a period of two consecutive years, occurring during the three-year period from December 31, 2017 through December 30, 2020 (or a lesser period of time if the Special Relief Period begins after December 31, 2018), and triggered to begin at the election of the Company effective as of the last day of a fiscal quarter during such three-year period (through the Company’s delivery, on a one-time basis and no later than 20 days after the last day of the applicable fiscal quarter, of a written notice to the holders of the Notes, stating that the Company is electing the “Special Relief Period” and specifying the beginning and ending dates thereof) (a “Special Relief Period Notice”); (b) the “Applicable Maximum Level” shall mean (x) 3.50 to 1.00, or (y) 3.75 to 1.00, provided that (1) the Company may elect the Applicable Maximum Level of 3.75 to 1.00 only for up to three consecutive Applicable Relief Periods, and (2) the Company may elect an Applicable Maximum Level of 3.50 to 1.00 for any or all of the Applicable Relief Periods; and (c) the “Applicable Coupon Adjustment”) means 0.25% per annum during any Applicable Relief Period when the Applicable Maximum Level is 3.50 to 1.00, or 0.50% per annum during any Applicable Relief Period when the Applicable Maximum Level is 3.75 to 1.00;Trigger Quarter.
Appears in 2 contracts
Sources: Credit Agreement (MGP Ingredients Inc), Credit Agreement (MGP Ingredients Inc)
Consolidated Leverage Ratio. The ratio (the “Consolidated Leverage Ratio”) of (a) all Debt of the Company and Subsidiaries on a consolidated basis at any time to (b) Consolidated EBITDA for the period of four consecutive fiscal quarters then or most recently ended to exceed 3.25 to 1.00; provided, however, that:
(i) at any time after the expiration of the Special Relief Period (as defined below), but only if Permit the Consolidated Leverage Ratio at such time has been equal as of the end of any fiscal quarter of the Company to or less be greater than 3.25 (i) 4.25 to 1.00 at all times during at least four consecutive full as of the last day of any fiscal quartersquarter ending before September 30, in connection with 2022 and (ii) 4.00 to 1.00 as of the last day of any fiscal quarter ending on or after September 30, 2022. Notwithstanding the foregoing, if a Permitted Acquisition that is not a Hostile Acquisition and that is in an Eligible Business Line or series of related Permitted Acquisitions for which the aggregate purchase consideration equals for such Permitted Acquisition or series of related Permitted Acquisitions exceeds $75,000,000200,000,000 occurs during a fiscal quarter, the maximum permitted Consolidated Leverage RatioCompany shall have the right, at the election of the Company, with upon prior written notice from the Company to the holders Administrative Agent, to increase the required Consolidated Leverage Ratio pursuant to this Section 7.11(b) to 4.50 to 1.00 during the fiscal quarter in which such Permitted Acquisition or series of Permitted Acquisitions is consummated (the “Trigger Quarter”) and the subsequent three fiscal quarters (such four fiscal quarter period, an “Elevated Ratio Period”); provided that (x) there is at least one fiscal quarter between Elevated Ratio Periods during which the Consolidated Leverage Ratio is not in excess of the Notes, otherwise applicable maximum Consolidated Leverage Ratio in effect at such time and (y) there shall increase to 3.90 to 1.00, on one occasion be no more than two (2) Elevated Ratio Periods during the term of this Agreement, for . The election of an Elevated Ratio Period by the period beginning Company shall be made by the delivery of a written notice by the Company to the Administrative Agent making reference to this Section 7.11(b) and notifying the Administrative Agent of the Company’s exercise of this right on or prior to the date of the consummation actual or required delivery of such Acquisition and continuing until the fourth consecutive fiscal quarter end which occurs on or after the date of the consummation of such Acquisition, provided that the coupon (including the applicable default rate) a Compliance Certificate for the Notes shall automatically, without further consent or other action of any Person, be deemed to be increased by 0.45% per annum during such period (and shall automatically, without further consent or other action of any Person, be deemed to return to the original coupon (including the applicable default rate) after the end of such period);
(ii) at any time after the expiration of the Special Relief Period (as defined below), but only if the Consolidated Leverage Ratio at such time has been equal to or less than 3.25 to 1.00 at all times during at least four consecutive full fiscal quarters, in connection with any purchase or construction of a new container ship for which the aggregate purchase consideration or construction cost equals or exceeds $125,000,000, the maximum permitted Consolidated Leverage Ratio, at the election of the Company, with prior written notice from the Company to the holders of the Notes delivered by the Company prior to the Specified Date (as defined below) and specifying therein such Specified Date, shall increase to 3.50 to 1.00, on one occasion during the term of this Agreement, for the period beginning on a date determined by the Company between the commencement of payment for such container ship and delivery of such container ship (the “Specified Date”) and continuing until the fourth consecutive fiscal quarter end which occurs on or after the Specified Date, provided that the coupon (including the applicable default rate) for the Notes shall automatically, without further consent or other action of any Person, be deemed to be increased by 0.20% per annum during such period (and shall automatically, without further consent or other action of any Person, be deemed to return to the original coupon (including the applicable default rate) after the end of such period);
(iii) at any time and from time to time (but subject to the next succeeding clauses (iv), (v), (vi), (vii), (viii) and (ix)) during the Special Relief Period (as defined below) in connection with any purchase or construction of one or more new container ships for which the aggregate purchase consideration or construction cost per ship equals or exceeds $125,000,000 (each, a “Qualifying Ship”), the maximum permitted Consolidated Leverage Ratio, at the election of the Company effective as of the last day of a fiscal quarter occurring during the Special Relief Period (through the Company’s delivery, no later than 20 days after the last day of the applicable fiscal quarter, of a written notice to the holders of the Notes, stating that the Company is electing an “Applicable Relief Period” and specifying the beginning and ending dates thereof (each, an “Applicable Relief Period Notice”), shall increase to the Applicable Maximum Level for the period beginning on the last day of the applicable fiscal quarter and continuing until the day immediately preceding the last day of the next succeeding fiscal quarter (the “Applicable Relief Period”);
(iv) the Company may deliver no more than seven (7) Applicable Relief Period Notices during the Special Relief Period (and if the Company delivers more than one (1) Applicable Relief Period Notice, then all Applicable Relief Period Notices must cover consecutive Applicable Relief Periods), and each Applicable Relief Period Notice will specify the Applicable Maximum Level for purpose of the Applicable Relief Period selected in such Applicable Relief Period Notice;
(v) (a) the “Special Relief Period” shall mean a period of two consecutive years, occurring during the three-year period from December 31, 2017 through December 30, 2020 (or a lesser period of time if the Special Relief Period begins after December 31, 2018), and triggered to begin at the election of the Company effective as of the last day of a fiscal quarter during such three-year period (through the Company’s delivery, on a one-time basis and no later than 20 days after the last day of the applicable fiscal quarter, of a written notice to the holders of the Notes, stating that the Company is electing the “Special Relief Period” and specifying the beginning and ending dates thereof) (a “Special Relief Period Notice”); (b) the “Applicable Maximum Level” shall mean (x) 3.50 to 1.00, or (y) 3.75 to 1.00, provided that (1) the Company may elect the Applicable Maximum Level of 3.75 to 1.00 only for up to three consecutive Applicable Relief Periods, and (2) the Company may elect an Applicable Maximum Level of 3.50 to 1.00 for any or all of the Applicable Relief Periods; and (c) the “Applicable Coupon Adjustment”) means 0.25% per annum during any Applicable Relief Period when the Applicable Maximum Level is 3.50 to 1.00, or 0.50% per annum during any Applicable Relief Period when the Applicable Maximum Level is 3.75 to 1.00;Trigger Quarter.
Appears in 2 contracts
Sources: Credit Agreement (Stericycle Inc), Amended and Restated Credit Agreement (Stericycle Inc)
Consolidated Leverage Ratio. The ratio (the “Consolidated Leverage Ratio”) of (a) all Debt of the Company and Subsidiaries on a consolidated basis at any time to (b) Consolidated EBITDA for the period of four consecutive fiscal quarters then or most recently ended to exceed 3.25 to 1.00; provided, however, that:
(i) at any time after the expiration of the Special Relief Period (as defined below), but only if the Consolidated Leverage Ratio at such time has been equal to or less than 3.25 to 1.00 at all times during at least four consecutive full fiscal quarters, in connection with any Acquisition that is not a Hostile Acquisition and that is in an Eligible Business Line for which the aggregate purchase consideration equals or exceeds $75,000,000, the maximum permitted Consolidated Leverage Ratio, at the election of the Company, with prior written notice from the Company to the holders of the Notes, shall increase to 3.90 to 1.00, on one occasion during the term of this Agreement, for the period beginning on the date of the consummation of such Acquisition and continuing until the fourth consecutive fiscal quarter end which occurs on or after the date of the consummation of such Acquisition, provided that the coupon (including the applicable default rate) for the Notes shall automatically, without further consent or other action of any Person, be deemed to be increased by 0.45% per annum during such period (and shall automatically, without further consent or other action of any Person, be deemed to return to the original coupon (including the applicable default rate) after the end of such period);
(ii) at any time after the expiration of the Special Relief Period (as defined below), but only if the Consolidated Leverage Ratio at such time has been equal to or less than 3.25 to 1.00 at all times during at least four consecutive full fiscal quarters, in connection with any purchase or construction of a new container ship for which the aggregate purchase consideration or construction cost equals or exceeds $125,000,000, the maximum permitted Consolidated Leverage Ratio, at the election of the Company, with prior written notice from the Company to the holders of the Notes delivered by the Company prior to the Specified Date (as defined below) and specifying therein such Specified Date, shall increase to 3.50 to 1.00, on one occasion during the term of this Agreement, for the period beginning on a date determined by the Company between the commencement of payment for such container ship and delivery of such container ship (the “Specified Date”) and continuing until the fourth consecutive fiscal quarter end which occurs on or after the Specified Date, provided that the coupon (including the applicable default rate) for the Notes shall automatically, without further consent or other action of any Person, be deemed to be increased by 0.20% per annum during such period (and shall automatically, without further consent or other action of any Person, be deemed to return to the original coupon (including the applicable default rate) after the end of such period);
(iii) at any time and from time to time (but subject to the next succeeding clauses (iv), (v), (vi), (vii), (viii) and (ix)) during the Special Relief Period (as defined below) in connection with any purchase or construction of one or more new container ships for which the aggregate purchase consideration or construction cost per ship equals or exceeds $125,000,000 (each, a “Qualifying Ship”), the maximum permitted Consolidated Leverage Ratio, at the election of the Company effective Parent will maintain as of the last day of each Measurement Period ending on (i) the last day of any Fiscal Quarter ending prior to the closing date of the Acquisition, a fiscal quarter occurring during the Special Relief Period Consolidated Leverage Ratio of not more than 3.25:1.00, (through the Company’s delivery, no later than 20 days after ii) the last day of the applicable fiscal quarter, of a written notice to first Fiscal Quarter ending after the holders closing date of the NotesAcquisition and the last day of each of the first and second consecutive full Fiscal Quarters ending after the closing date of the Acquisition, stating that a Consolidated Leverage Ratio of not more than 4.00:1.00, (iii) the Company is electing an “Applicable Relief Period” last day of each of the third, fourth and specifying fifth consecutive full Fiscal Quarters ending after the beginning closing date of the Acquisition, a Consolidated Leverage Ratio of not more than 3.75:1.00 and ending dates thereof (each, an “Applicable Relief Period Notice”), shall increase to the Applicable Maximum Level for the period beginning on iv) the last day of the applicable fiscal quarter sixth consecutive full Fiscal Quarter ending after the closing date of the Acquisition and continuing until the day immediately preceding the last day of each Fiscal Quarter ending thereafter, a Consolidated Leverage Ratio of not more than 3.25:1.00; provided that, upon the next succeeding written notice of the Parent (such notice, which shall include a listing of the acquisitions so made, a “Covenant Reset Notice”) at any time when the required covenant level is otherwise 3.25:1.00, but without any action on the part of the Administrative Agent or any Lender, at any time where during the prior twelve-month period the Parent can demonstrate that it and/or any Subsidiaries of the Parent have made acquisitions whose aggregate consideration equals or exceeds $500,000,000 (which amount of aggregate consideration is calculated consistent with past practice), the maximum Consolidated Leverage Ratio permitted under this Section 6.14(b) shall be automatically increased from 3.25 to 1.00 to 3.75 to 1.00 for a period of four fiscal quarter quarters (the a “Applicable Relief Covenant Reset Period”);
(iv) , commencing with the Company may deliver no more than seven (7) Applicable Relief Period Notices during the Special Relief Period (and if the Company delivers more than fiscal quarter in which one (1) Applicable Relief Period Notice, then all Applicable Relief Period Notices must cover consecutive Applicable Relief Periods), and each Applicable Relief Period Notice will specify the Applicable Maximum Level for purpose of the Applicable Relief Period selected subject acquisitions included in the Covenant Reset Notice is consummated; provided, further, that the Parent shall provide to the Administrative Agent such Applicable Relief Period Notice;
(v) (a) details with respect to such acquisitions as the “Special Relief Period” Administrative Agent, in its reasonable discretion, shall mean a period of two consecutive yearsrequest; provided, occurring during the three-year period from December 31further, 2017 through December 30, 2020 (or a lesser period of time if the Special Relief Period begins after December 31, 2018), and triggered to begin at the election of the Company effective as of the last day of a fiscal quarter during such three-year period (through the Company’s delivery, on a one-time basis and no later than 20 days that after the last day end of each Covenant Reset Period, the applicable fiscal quarter, of a written notice Parent shall deliver to the holders Administrative Agent an executed Compliance Certificate that shall evidence the Parent’s compliance with a Consolidated Leverage Ratio of the Notes, stating that the Company is electing the “Special Relief Period” and specifying the beginning and ending dates thereof) (a “Special Relief Period Notice”); (b) the “Applicable Maximum Level” shall mean (x) 3.50 to 1.00, or (y) 3.75 to 1.00, provided that (1) the Company may elect the Applicable Maximum Level of 3.75 to 1.00 only for up to three consecutive Applicable Relief Periods, and (2) the Company may elect an Applicable Maximum Level of 3.50 3.25 to 1.00 for any or all a full fiscal quarter following the end of such Covenant Reset Period before becoming entitled to make an additional Covenant Reset Notice (which, for the Applicable Relief Periods; and (c) avoidance of doubt, must nonetheless comply with the “Applicable Coupon Adjustment”) means 0.25% per annum during any Applicable Relief Period when the Applicable Maximum Level is 3.50 to 1.00, or 0.50% per annum during any Applicable Relief Period when the Applicable Maximum Level is 3.75 to 1.00;other requirements of this Section 6.14(b)).
Appears in 2 contracts
Sources: Credit Agreement (Aon PLC), Credit Agreement (Aon PLC)
Consolidated Leverage Ratio. The ratio (the “Consolidated Leverage Ratio”) of (a) all Debt of the Company and Subsidiaries on a consolidated basis at any time to (b) Consolidated EBITDA for the period of four consecutive fiscal quarters then or most recently ended to exceed 3.25 to 1.00; provided, however, that:
(i) at any time after the expiration of the Special Relief Period (as defined below), but only if the Consolidated Leverage Ratio at such time has been equal to or less than 3.25 to 1.00 at all times during at least four consecutive full fiscal quarters, in connection with any Acquisition that is not a Hostile Acquisition and that is in an Eligible Business Line for which the aggregate purchase consideration equals or exceeds $75,000,000, the maximum permitted Consolidated Leverage Ratio, at the election of the Company, with prior written notice from the Company to the holders of the Notes, shall increase to 3.90 to 1.00, on one occasion during the term of this Agreement, for the period beginning on the date of the consummation of such Acquisition and continuing until the fourth consecutive fiscal quarter end which occurs on or after the date of the consummation of such Acquisition, provided that the coupon (including the applicable default rate) for the Notes shall automatically, without further consent or other action of any Person, be deemed to be increased by 0.45% per annum during such period (and shall automatically, without further consent or other action of any Person, be deemed to return to the original coupon (including the applicable default rate) after the end of such period);
(ii) at any time after the expiration of the Special Relief Period (as defined below), but only if the Consolidated Leverage Ratio at such time has been equal to or less than 3.25 to 1.00 at all times during at least four consecutive full fiscal quarters, in connection with any purchase or construction of a new container ship for which the aggregate purchase consideration or construction cost equals or exceeds $125,000,000, the maximum permitted Consolidated Leverage Ratio, at the election of the Company, with prior written notice from the Company to the holders of the Notes delivered by the Company prior to the Specified Date (as defined below) and specifying therein such Specified Date, shall increase to 3.50 to 1.00, on one occasion during the term of this Agreement, for the period beginning on a date determined by the Company between the commencement of payment for such container ship and delivery of such container ship (the “Specified Date”) and continuing until the fourth consecutive fiscal quarter end which occurs on or after the Specified Date, provided that the coupon (including the applicable default rate) for the Notes shall automatically, without further consent or other action of any Person, be deemed to be increased by 0.20% per annum during such period (and shall automatically, without further consent or other action of any Person, be deemed to return to the original coupon (including the applicable default rate) after the end of such period);
(iii) at any time and from time to time (but subject to the next succeeding clauses (iv), (v), (vi), (vii), (viii) and (ix)) during the Special Relief Period (as defined below) in connection with any purchase or construction of one or more new container ships for which the aggregate purchase consideration or construction cost per ship equals or exceeds $125,000,000 (each, a “Qualifying Ship”), the maximum permitted Consolidated Leverage Ratio, at the election of the Company effective Parent will maintain as of the last day of each Measurement Period a fiscal quarter occurring during Consolidated Leverage Ratio of not more than 3.25:1.00; provided that, upon the Special Relief Period (through the Company’s delivery, no later than 20 days after the last day written notice of the applicable fiscal quarterParent (such notice, of which shall include a written notice to the holders listing of the Notesacquisitions so made, stating that the Company is electing an a “Applicable Relief Period” and specifying the beginning and ending dates thereof (each, an “Applicable Relief Period Covenant Reset Notice”), shall increase to but without any action on the Applicable Maximum Level part of the Administrative Agent or any Lender, at any time where during the prior twelve month period the Parent can demonstrate that it and/or any Subsidiaries of the Parent have made acquisitions whose aggregate consideration equals or exceeds $500,000,000, which amount of aggregate consideration is calculated consistently with the Parent’s reporting standard of “Acquisitions of businesses, net of cash acquired” used in its cash flow statement for the period beginning on the last day of the applicable fiscal quarter and continuing until the day immediately preceding the last day of the next succeeding fiscal quarter (the “Applicable Relief Period”);
(iv) the Company may deliver no more than seven (7) Applicable Relief Period Notices during the Special Relief Period (and if the Company delivers more than one (1) Applicable Relief Period Notice, then all Applicable Relief Period Notices must cover consecutive Applicable Relief Periods), and each Applicable Relief Period Notice will specify the Applicable Maximum Level for purpose of the Applicable Relief Period selected in such Applicable Relief Period Notice;
(v) (a) the “Special Relief Period” shall mean a period of two consecutive years, occurring during the three-year period from ended December 31, 2017 through December 30, 2020 (or a lesser 2013 and Management’s Discussion & Analysis of Financial Condition and Results of Operations included with the financial reports for the period of time if the Special Relief Period begins after ended December 31, 20182013 (without duplication of any acquisition that was included in any previous Covenant Reset Notice), and triggered to begin at the election of the Company effective as of the last day of a fiscal quarter during such three-year period (through the Company’s delivery, on a one-time basis and no later than 20 days after the last day of the applicable fiscal quarter, of a written notice to the holders of the Notes, stating that the Company is electing the “Special Relief Period” and specifying the beginning and ending dates thereof) (a “Special Relief Period Notice”); (b) the “Applicable Maximum Level” maximum Consolidated Leverage Ratio permitted under this Section 6.14.2 shall mean (x) 3.50 to 1.00, or (y) 3.75 to 1.00, provided that (1) the Company may elect the Applicable Maximum Level of 3.75 be automatically increased from 3.25 to 1.00 only for up to three consecutive Applicable Relief Periods, and (2) the Company may elect an Applicable Maximum Level of 3.50 to 1.00 for any or all a period of four fiscal quarters (a “Covenant Reset Period”), commencing with the fiscal quarter in which one of the Applicable Relief Periodssubject acquisitions included in the Covenant Reset Request is consummated; and provided, further, that the Parent shall provide to the Administrative Agent such details with respect to such acquisitions as the Administrative Agent, in its reasonable discretion, shall request; provided, further, that after the end of each Covenant Reset Period, the Parent shall deliver to the Administrative Agent an executed Compliance Certificate that shall evidence the Parent’s compliance with a Consolidated Leverage Ratio of 3.25 to 1.00 for a full fiscal quarter following the end of such Covenant Reset Period before becoming entitled to make an additional Covenant Reset Request (c) which, for the “Applicable Coupon Adjustment”) means 0.25% per annum during any Applicable Relief Period when avoidance of doubt, must nonetheless comply with the Applicable Maximum Level is 3.50 to 1.00, or 0.50% per annum during any Applicable Relief Period when the Applicable Maximum Level is 3.75 to 1.00;other requirements of this Section 6.14.2).
Appears in 1 contract
Sources: Credit Agreement (Aon PLC)
Consolidated Leverage Ratio. The ratio (Permit the “Consolidated Leverage Ratio”) of (a) all Debt Ratio as of the Company and Subsidiaries on a consolidated basis at last day of any time fiscal quarter to be greater than (bi) Consolidated EBITDA for the period of four consecutive fiscal quarters then or most recently ended ending June 30, 2019, September 30, 2019, December 31, 2019 and March 31, 2020, 3.25 to exceed 3.25 1.00; and (ii) for the fiscal quarter ending June 30, 2020 and each fiscal quarter ending thereafter, 3.00 to 1.00; provided that during any Collateral Release Period, the Company shall not permit the Consolidated Leverage Ratio as of the last day of any fiscal quarter to be greater than 2.50 to 1.00; provided, however, that:
(i) at any time after the expiration for each of the Special Relief Period four consecutive fiscal quarters ending after any Acquisition permitted hereunder with total cash consideration in excess of $100,000,000 occurs (as defined belowexcluding, however, the four consecutive fiscal quarters ending June 30, 2019, September 30, 2019, December 31, 2019 and March 31, 2020), but only if the Consolidated Leverage Ratio at such time has been equal to or less than 3.25 to 1.00 at all times during at least four consecutive full fiscal quarters, in connection with any Acquisition that is not a Hostile Acquisition and that is in an Eligible Business Line for which the aggregate purchase consideration equals or exceeds $75,000,000, the maximum permitted Consolidated Leverage Ratio, at the election of the Company, with prior written notice from the Company to the holders of the Notes, shall increase to 3.90 to 1.00, on one occasion during the term of this Agreement, for the period beginning on the date of the consummation of such Acquisition and continuing until the fourth consecutive fiscal quarter end which occurs on or after the date of the consummation of such Acquisition, provided that the coupon (including the applicable default rate) for the Notes shall automatically, without further consent or other action of any Person, be deemed to be increased by 0.45% per annum during such period (and shall automatically, without further consent or other action of any Person, be deemed to return to the original coupon (including the applicable default rate) after the end of such period);
(ii) at any time after the expiration of the Special Relief Period (as defined below), but only if the Consolidated Leverage Ratio at such time has been equal to or less than 3.25 to 1.00 at all times during at least four consecutive full fiscal quarters, in connection with any purchase or construction of a new container ship for which the aggregate purchase consideration or construction cost equals or exceeds $125,000,000, the maximum permitted Consolidated Leverage Ratio, at the election of the Company, with prior written notice from the Company to the holders of the Notes delivered by the Company prior to the Specified Date (as defined below) and specifying therein such Specified Date, shall increase to 3.50 to 1.00, on one occasion during the term of this Agreement, for the period beginning on a date determined by the Company between the commencement of payment for such container ship and delivery of such container ship (the “Specified Date”) and continuing until the fourth consecutive fiscal quarter end which occurs on or after the Specified Date, provided that the coupon (including the applicable default rate) for the Notes shall automatically, without further consent or other action of any Person, be deemed to be increased by 0.20% per annum during such period (and shall automatically, without further consent or other action of any Person, be deemed to return to the original coupon (including the applicable default rate) after the end of such period);
(iii) at any time and from time to time (but subject to the next succeeding clauses (iv), (v), (vi), (vii), (viii) and (ix)) during the Special Relief Period (as defined below) in connection with any purchase or construction of one or more new container ships for which the aggregate purchase consideration or construction cost per ship equals or exceeds $125,000,000 (each, a “Qualifying Ship”), the maximum permitted Consolidated Leverage Ratio, at the election of the Company effective as of the last day of a each such fiscal quarter occurring shall not exceed 3.50 to 1.00.”
(c) Section 7.02 of the Credit Agreement (Investments) shall be amended by deleting the word “and” at the end of subsection (m), creating a new subsection (n), moving current subsection (n) to a new subsection (o), so that, after giving effect to this Amendment, Sections 7.12(m), (n) and (o) shall read in their entirety as set forth below: “(m) to the extent constituting Investments, Contingent Acquisition Obligations in respect of any Acquisition, Investment or Disposition otherwise permitted hereunder; 119082313_5
(n) during the Special Relief Period (through four consecutive fiscal quarters ending June 30, 2019, September 30, 2019, December 31, 2019 and March 31, 2020, new cash Investments in the Company’s deliveryTappan Zee, no later than 20 days after the last day of the applicable fiscal quarter, of a written notice I4 and PA500 construction projects in an aggregate amount not to the holders of the Notes, stating that the Company is electing an “Applicable Relief Period” and specifying the beginning and ending dates thereof (each, an “Applicable Relief Period Notice”), shall increase to the Applicable Maximum Level for the period beginning on the last day of the applicable fiscal quarter and continuing until the day immediately preceding the last day of the next succeeding fiscal quarter (the “Applicable Relief Period”);exceed $75,000,000; and
(ivo) the Company may deliver no more than seven (7) Applicable Relief Period Notices during the Special Relief Period (and if the Company delivers more than one (1) Applicable Relief Period Notice, then all Applicable Relief Period Notices must cover consecutive Applicable Relief Periods), and each Applicable Relief Period Notice will specify the Applicable Maximum Level for purpose of the Applicable Relief Period selected in such Applicable Relief Period Notice;
(v) Investments not otherwise permitted under clauses (a) the “Special Relief Period” shall mean a period of two consecutive years, occurring during the three-year period from December 31, 2017 through December 30, 2020 (or a lesser period of n) above in an amount not to exceed $35,000,000 at any time if the Special Relief Period begins after December 31, 2018), and triggered to begin at the election of the Company effective as of the last day of a fiscal quarter during such three-year period (through the Company’s delivery, on a one-time basis and no later than 20 days after the last day of the applicable fiscal quarter, of a written notice to the holders of the Notes, stating that the Company is electing the “Special Relief Period” and specifying the beginning and ending dates thereof) (a “Special Relief Period Noticeoutstanding.”); (b) the “Applicable Maximum Level” shall mean (x) 3.50 to 1.00, or (y) 3.75 to 1.00, provided that (1) the Company may elect the Applicable Maximum Level of 3.75 to 1.00 only for up to three consecutive Applicable Relief Periods, and (2) the Company may elect an Applicable Maximum Level of 3.50 to 1.00 for any or all of the Applicable Relief Periods; and (c) the “Applicable Coupon Adjustment”) means 0.25% per annum during any Applicable Relief Period when the Applicable Maximum Level is 3.50 to 1.00, or 0.50% per annum during any Applicable Relief Period when the Applicable Maximum Level is 3.75 to 1.00;
Appears in 1 contract
Consolidated Leverage Ratio. The ratio (the “Consolidated Leverage Ratio”) of (a) all Debt of the Company and Subsidiaries on a consolidated basis at any time to (b) Consolidated EBITDA for the period of four consecutive fiscal quarters then or most recently ended to exceed 3.25 to 1.00; provided, however, that:
(i) at any time after the expiration of the Special Relief Period (as defined below), but only if will not permit the Consolidated Leverage Ratio at such time has been equal to exceed (i) as of the end of the Reference Period ending on or less nearest to June 30, 2023, 2.75 to 1.00, (ii) as of the end of the Reference Period ending on or nearest to September 30, 2023 and each subsequent Reference Period ending on or nearest to September 30 thereafter (other than a Reference Period ending during any Suspension Period), 3.25 to 1.00 at all times and, (iii) during at least four consecutive full fiscal quartersthe Second Suspension Period (if then in effect), in connection with any Acquisition that is not a Hostile Acquisition and that is in an Eligible Business Line for which the aggregate purchase consideration equals or exceeds $75,000,000, the maximum permitted Consolidated Leverage Ratio, at the election as of the Companyend of each Reference Period ending on or nearest to September 30, with prior written notice from the Company to the holders of the Notes, shall increase to 3.90 4.00 to 1.00, (iv) beginning with the Reference Period ending on one occasion or nearest to December 31, 2023 and as of the end of each Reference Period ending on or nearest to March 31, June 30 and December 31 of any fiscal year thereafter, 2.50 (other than a Reference Period ending during any Suspension Period), 2.50 to 1.00 and (v) during the term Second Suspension Period (if then in effect), as of this Agreementthe end of each Reference Period ending on or nearest to March 31, June 30 and December 31 of any fiscal year, 3.25 to 1.00 (such required level of Consolidated Leverage Ratio from time to time, the “Required Ratio”); provided that, other than during any Suspension Period or Covenant Restriction Period, the Required Ratios set forth above shall be temporarily increased by the Applicable Increase upon and following the consummation of a Material Acquisition (it being understood, for the period beginning on avoidance of doubt, that (i) in no event shall the date of the consummation of such Acquisition and continuing until the fourth consecutive fiscal quarter end which occurs on or after the date of the consummation of such Acquisition, provided that the coupon (including the applicable default rate) Required Ratio for the Notes shall automatically, without further consent or other action any Reference Period of any Person, be deemed fiscal year exceed 4.00 to be increased by 0.45% per annum during such period (1.00 and shall automatically, without further consent or other action of any Person, be deemed to return to the original coupon (including the applicable default rate) after the end of such period);
(ii) no more than one such Applicable Increase shall be in effect at any time after time). For the expiration avoidance of the Special Relief Period (as defined below), but only if the Consolidated Leverage Ratio at such time has been equal to or less than 3.25 to 1.00 at all times during at least four consecutive full fiscal quarters, in connection with any purchase or construction of a new container ship for which the aggregate purchase consideration or construction cost equals or exceeds $125,000,000doubt, the maximum permitted Consolidated Leverage Ratio, at covenant in this Section 7.11(a) shall not be tested during the election of the Company, First Suspension Period or with prior written notice from the Company respect to the holders of the Notes delivered by the Company any Reference Period ending prior to the Specified Date (as defined below) and specifying therein such Specified Date, shall increase First Suspension Period for which financial statements are required to 3.50 to 1.00, on one occasion be delivered during the term of this Agreement, for the period beginning on a date determined by the Company between the commencement of payment for such container ship and delivery of such container ship (the “Specified Date”) and continuing until the fourth consecutive fiscal quarter end which occurs on or after the Specified Date, provided that the coupon (including the applicable default rate) for the Notes shall automatically, without further consent or other action of any Person, be deemed to be increased by 0.20% per annum during such period (and shall automatically, without further consent or other action of any Person, be deemed to return to the original coupon (including the applicable default rate) after the end of such period);
(iii) at any time and from time to time (but subject to the next succeeding clauses (iv), (v), (vi), (vii), (viii) and (ix)) during the Special Relief Period (as defined below) in connection with any purchase or construction of one or more new container ships for which the aggregate purchase consideration or construction cost per ship equals or exceeds $125,000,000 (each, a “Qualifying Ship”), the maximum permitted Consolidated Leverage Ratio, at the election of the Company effective as of the last day of a fiscal quarter occurring during the Special Relief Period (through the Company’s delivery, no later than 20 days after the last day of the applicable fiscal quarter, of a written notice to the holders of the Notes, stating that the Company is electing an “Applicable Relief First Suspension Period” and specifying the beginning and ending dates thereof (each, an “Applicable Relief Period Notice”), shall increase to the Applicable Maximum Level for the period beginning on the last day of the applicable fiscal quarter and continuing until the day immediately preceding the last day of the next succeeding fiscal quarter (the “Applicable Relief Period”);
(iv) the Company may deliver no more than seven (7) Applicable Relief Period Notices during the Special Relief Period (and if the Company delivers more than one (1) Applicable Relief Period Notice, then all Applicable Relief Period Notices must cover consecutive Applicable Relief Periods), and each Applicable Relief Period Notice will specify the Applicable Maximum Level for purpose of the Applicable Relief Period selected in such Applicable Relief Period Notice;
(v) (a) the “Special Relief Period” shall mean a period of two consecutive years, occurring during the three-year period from December 31, 2017 through December 30, 2020 (or a lesser period of time if the Special Relief Period begins after December 31, 2018), and triggered to begin at the election of the Company effective as of the last day of a fiscal quarter during such three-year period (through the Company’s delivery, on a one-time basis and no later than 20 days after the last day of the applicable fiscal quarter, of a written notice to the holders of the Notes, stating that the Company is electing the “Special Relief Period” and specifying the beginning and ending dates thereof) (a “Special Relief Period Notice”); (b) the “Applicable Maximum Level” shall mean (x) 3.50 to 1.00, or (y) 3.75 to 1.00, provided that (1) the Company may elect the Applicable Maximum Level of 3.75 to 1.00 only for up to three consecutive Applicable Relief Periods, and (2) the Company may elect an Applicable Maximum Level of 3.50 to 1.00 for any or all of the Applicable Relief Periods; and (c) the “Applicable Coupon Adjustment”) means 0.25% per annum during any Applicable Relief Period when the Applicable Maximum Level is 3.50 to 1.00, or 0.50% per annum during any Applicable Relief Period when the Applicable Maximum Level is 3.75 to 1.00;.
Appears in 1 contract
Consolidated Leverage Ratio. The ratio (the “Consolidated Leverage Ratio”) of (a) all Debt of the Company and Subsidiaries on a consolidated basis at any time to (b) Consolidated EBITDA for the period of four consecutive fiscal quarters then or most recently ended to exceed 3.25 3.50 to 1.00; provided, however, that:
(i) at any time after the expiration of the Special Relief Period (as defined below), but only if the Consolidated Leverage Ratio at such time has been equal to or less than 3.25 to 1.00 at all times during at least four consecutive full fiscal quarters, that in connection with any Acquisition that is not a Hostile Acquisition and that is in an Eligible Business Line for which the aggregate purchase consideration equals or exceeds $75,000,000, the maximum permitted Consolidated Leverage Ratio, at the election of the Company, with prior written notice from the Company to the holders of the Notes, shall increase to 3.90 4.00 to 1.00, on one occasion during the term of this Agreement, for the period beginning on the date of the consummation of such Acquisition and continuing until the fourth consecutive fiscal quarter end which occurs on or after the date of the consummation of such Acquisition, provided that the coupon (including the applicable default rate) for each Series of the Notes shall automatically, without further consent or other action of any Person, be deemed to be increased by 0.450.50% per annum during such period (which increase shall (i) be in addition to the applicable Interest Enhancement Payment that applies during such period or any portion thereof, and shall (ii) automatically, without further consent or other action of any Person, be deemed to return to the original coupon (including (i) the applicable Interest Enhancement Payment, and (ii) the applicable default rate) after the end of such period);
(ii) at any time after the expiration of the Special Relief Period (as defined below), but only if the Consolidated Leverage Ratio at such time has been equal to or less than 3.25 to 1.00 at all times during at least four consecutive full fiscal quarters, in connection with any purchase or construction of a new container ship for which the aggregate purchase consideration or construction cost equals or exceeds $125,000,000, the maximum permitted Consolidated Leverage Ratio, at the election of the Company, with prior written notice from the Company to the holders of the Notes delivered by the Company prior to the Specified Date (as defined below) and specifying therein such Specified Date, shall increase to 3.50 to 1.00, on one occasion during the term of this Agreement, for the period beginning on a date determined by the Company between the commencement of payment for such container ship and delivery of such container ship (the “Specified Date”) and continuing until the fourth consecutive fiscal quarter end which occurs on or after the Specified Date, provided that the coupon (including the applicable default rate) for the Notes shall automatically, without further consent or other action of any Person, be deemed to be increased by 0.20% per annum during such period (and shall automatically, without further consent or other action of any Person, be deemed to return to the original coupon (including the applicable default rate) after the end of such period);
(iii) at any time and from time to time (but subject to the next succeeding clauses (iv), (v), (vi), (vii), (viii) and (ix)) during the Special Relief Period (as defined below) in connection with any purchase or construction of one or more new container ships for which the aggregate purchase consideration or construction cost per ship equals or exceeds $125,000,000 (each, a “Qualifying Ship”), the maximum permitted Consolidated Leverage Ratio, at the election of the Company effective as of the last day of a fiscal quarter occurring during the Special Relief Period (through the Company’s delivery, no later than 20 days after the last day of the applicable fiscal quarter, of a written notice to the holders of the Notes, stating that the Company is electing an “Applicable Relief Period” and specifying the beginning and ending dates thereof (each, an “Applicable Relief Period Notice”), shall increase to the Applicable Maximum Level for the period beginning on the last day of the applicable fiscal quarter and continuing until the day immediately preceding the last day of the next succeeding fiscal quarter (the “Applicable Relief Period”);
(iv) the Company may deliver no more than seven (7) Applicable Relief Period Notices during the Special Relief Period (and if the Company delivers more than one (1) Applicable Relief Period Notice, then all Applicable Relief Period Notices must cover consecutive Applicable Relief Periods), and each Applicable Relief Period Notice will specify the Applicable Maximum Level for purpose of the Applicable Relief Period selected in such Applicable Relief Period Notice;
(v) (a) the “Special Relief Period” shall mean a period of two consecutive years, occurring during the three-year period from December 31, 2017 through December 30, 2020 (or a lesser period of time if the Special Relief Period begins after December 31, 2018), and triggered to begin at the election of the Company effective as of the last day of a fiscal quarter during such three-year period (through the Company’s delivery, on a one-time basis and no later than 20 days after the last day of the applicable fiscal quarter, of a written notice to the holders of the Notes, stating that the Company is electing the “Special Relief Period” and specifying the beginning and ending dates thereof) (a “Special Relief Period Notice”); (b) the “Applicable Maximum Level” shall mean (x) 3.50 to 1.00, or (y) 3.75 to 1.00, provided that (1) the Company may elect the Applicable Maximum Level of 3.75 to 1.00 only for up to three consecutive Applicable Relief Periods, and (2) the Company may elect an Applicable Maximum Level of 3.50 to 1.00 for any or all of the Applicable Relief Periods; and (c) the “Applicable Coupon Adjustment”) means 0.25% per annum during any Applicable Relief Period when the Applicable Maximum Level is 3.50 to 1.00, or 0.50% per annum during any Applicable Relief Period when the Applicable Maximum Level is 3.75 to 1.00;and
Appears in 1 contract
Consolidated Leverage Ratio. The ratio (the “Consolidated Leverage Ratio”) of (a) all Debt of the Company and Subsidiaries on a consolidated basis at any time to (b) Consolidated EBITDA for the period of four consecutive fiscal quarters then or most recently ended to exceed 3.25 to 1.00; provided, however, that:
(i) at any time after the expiration of the Special Relief Period (as defined below), but only if the Consolidated Leverage Ratio at such time has been equal to or less than 3.25 to 1.00 at all times during at least four consecutive full fiscal quarters, in connection with any Acquisition that is not a Hostile Acquisition and that is in an Eligible Business Line for which the aggregate purchase consideration equals or exceeds $75,000,000, the maximum permitted Consolidated Leverage Ratio, at the election of the Company, with prior written notice from the Company to the holders of the Notes, shall increase to 3.90 to 1.00, on one occasion during the term of this Agreement, for the period beginning on the date of the consummation of such Acquisition and continuing until the fourth consecutive fiscal quarter end which occurs on or after the date of the consummation of such Acquisition, provided that the coupon (including the applicable default rate) for the Notes shall automatically, without further consent or other action of any Person, be deemed to be increased by 0.45% per annum during such period (and shall automatically, without further consent or other action of any Person, be deemed to return to the original coupon (including the applicable default rate) after the end of such period);
(ii) at any time after the expiration of the Special Relief Period (as defined below), but only if the Consolidated Leverage Ratio at such time has been equal to or less than 3.25 to 1.00 at all times during at least four consecutive full fiscal quarters, in connection with any purchase or construction of a new container ship for which the aggregate purchase consideration or construction cost equals or exceeds $125,000,000, the maximum permitted Consolidated Leverage Ratio, at the election of the Company, with prior written notice from the Company to the holders of the Notes delivered by the Company prior to the Specified Date (as defined below) and specifying therein such Specified Date, shall increase to 3.50 to 1.00, on one occasion during the term of this Agreement, for the period beginning on a date determined by the Company between the commencement of payment for such container ship and delivery of such container ship (the “Specified Date”) and continuing until the fourth consecutive fiscal quarter end which occurs on or after the Specified Date, provided that the coupon (including the applicable default rate) for the Notes shall automatically, without further consent or other action of any Person, be deemed to be increased by 0.20% per annum during such period (and shall automatically, without further consent or other action of any Person, be deemed to return to the original coupon (including the applicable default rate) after the end of such period);
(iii) at any time and from time to time (but subject to the next succeeding clauses (iv), (v), (vi), (vii), (viii) and (ix)) during the Special Relief Period (as defined below) in connection with any purchase or construction of one or more new container ships for which the aggregate purchase consideration or construction cost per ship equals or exceeds $125,000,000 (each, a “Qualifying Ship”), the maximum permitted Consolidated Leverage Ratio, at the election of the Company effective Parent will maintain as of the last day of each Measurement Period a fiscal quarter occurring during Consolidated Leverage Ratio of not more than 3.25:1.00; provided that, upon the Special Relief Period (through the Company’s delivery, no later than 20 days after the last day written notice of the applicable fiscal quarterParent (such notice, of which shall include a written notice to the holders listing of the Notesacquisitions so made, stating that the Company is electing an a “Applicable Relief Period” and specifying the beginning and ending dates thereof (each, an “Applicable Relief Period Covenant Reset Notice”), shall increase to the Applicable Maximum Level for the period beginning but without any action on the last day part of the applicable fiscal quarter and continuing until Administrative Agent or any Lender, at any time where during the day immediately preceding prior twelve month period the last day Parent can demonstrate that it and/or any Subsidiaries of the next succeeding fiscal quarter Parent have made acquisitions whose aggregate consideration equals or exceeds $500,000,000 (the “Applicable Relief Period”);
(iv) the Company may deliver no more than seven (7) Applicable Relief Period Notices during the Special Relief Period (and if the Company delivers more than one (1) Applicable Relief Period without duplication of any acquisition that was included in any previous Covenant Reset Notice, then all Applicable Relief Period Notices must cover consecutive Applicable Relief Periods), and each Applicable Relief Period Notice will specify the Applicable Maximum Level for purpose of the Applicable Relief Period selected in such Applicable Relief Period Notice;
(v) (a) the “Special Relief Period” maximum Consolidated Leverage Ratio permitted under this Section 6.14.2 shall mean a period of two consecutive years, occurring during the three-year period be automatically increased from December 31, 2017 through December 30, 2020 (or a lesser period of time if the Special Relief Period begins after December 31, 2018), and triggered to begin at the election of the Company effective as of the last day of a fiscal quarter during such three-year period (through the Company’s delivery, on a one-time basis and no later than 20 days after the last day of the applicable fiscal quarter, of a written notice to the holders of the Notes, stating that the Company is electing the “Special Relief Period” and specifying the beginning and ending dates thereof) (a “Special Relief Period Notice”); (b) the “Applicable Maximum Level” shall mean (x) 3.50 to 1.00, or (y) 3.75 to 1.00, provided that (1) the Company may elect the Applicable Maximum Level of 3.75 3.25 to 1.00 only for up to three consecutive Applicable Relief Periods, and (2) the Company may elect an Applicable Maximum Level of 3.50 to 1.00 for any or all a period of four fiscal quarters (a “Covenant Reset Period”), commencing with the fiscal quarter in which one of the Applicable Relief Periodssubject acquisitions included in the Covenant Reset Request is consummated; and provided, further, that the Parent shall provide to the Administrative Agent such details with respect to such acquisitions as the Administrative Agent, in its reasonable discretion, shall request; provided, further, that after the end of each Covenant Reset Period, the Parent shall deliver to the Administrative Agent an executed Compliance Certificate that shall evidence the Parent’s compliance with a Consolidated Leverage Ratio of 3.25 to 1.00 for a full fiscal quarter following the end of such Covenant Reset Period before becoming entitled to make an additional Covenant Reset Request (c) which, for the “Applicable Coupon Adjustment”) means 0.25% per annum during any Applicable Relief Period when avoidance of doubt, must nonetheless comply with the Applicable Maximum Level is 3.50 to 1.00, or 0.50% per annum during any Applicable Relief Period when the Applicable Maximum Level is 3.75 to 1.00;other requirements of this Section 6.14.2).
Appears in 1 contract
Sources: Credit Agreement (Aon PLC)
Consolidated Leverage Ratio. The ratio (the “Consolidated Leverage Ratio”) of (a) all Debt of the Company and Subsidiaries on a consolidated basis at any time to (b) Consolidated EBITDA for the period of four consecutive fiscal quarters then or most recently ended to exceed 3.25 to 1.00; provided, however, that:
(i) at any time after the expiration of the Special Relief Period (as defined below), but only if Permit the Consolidated Leverage Ratio at such time has been equal as of the last day of any fiscal quarter to or less be greater than 3.25 3.50(x) 4.50 to 1.00 at all times during at least four consecutive full for each fiscal quartersquarter ending on and after June 30, 2021 through March 31, 2022, and (y) 4.00 to 1.00 for each fiscal quarter ending on and after June 30, 2022; provided that (i) if the aggregate consideration paid in connection with any Acquisition that is not a Hostile Acquisition and that is in an Eligible Business Line for which Permitted Acquisition, when taken together with the aggregate purchase consideration equals or exceeds $75,000,000for any previous Permitted Acquisitions since 3578247962676392 -37- the FirstFourth Amendment Closing Date (or, in the maximum permitted Consolidated Leverage Ratio, at the election case of the Company, with prior written notice from the Company to the holders of the Notes, shall increase to 3.90 to 1.00, on one occasion during the term of this Agreement, for the period beginning on the date of the consummation of such Acquisition and continuing until the fourth consecutive fiscal quarter end which occurs on or after the date of the consummation of such Acquisition, provided that the coupon (including the applicable default rate) for the Notes shall automatically, without further consent or other action of any Person, be deemed to be increased by 0.45% per annum during such period (and shall automatically, without further consent or other action of any Person, be deemed to return to the original coupon (including the applicable default rate) after the end of such period);
(ii) at any time after the expiration of the Special Relief Period (as defined below), but only if the Consolidated Leverage second Elevated Ratio at such time has been equal to or less than 3.25 to 1.00 at all times during at least four consecutive full fiscal quarters, in connection with any purchase or construction of a new container ship for which the aggregate purchase consideration or construction cost equals or exceeds $125,000,000, the maximum permitted Consolidated Leverage Ratio, at the election of the Company, with prior written notice from the Company to the holders of the Notes delivered by the Company prior to the Specified Date (as defined below) and specifying therein such Specified Date, shall increase to 3.50 to 1.00, on one occasion during the term of this Agreement, for the period beginning on a date determined by the Company between the commencement of payment for such container ship and delivery of such container ship (the “Specified Date”) and continuing until the fourth consecutive fiscal quarter end which occurs on or after the Specified Date, provided that the coupon (including the applicable default rate) for the Notes shall automatically, without further consent or other action of any Person, be deemed to be increased by 0.20% per annum during such period (and shall automatically, without further consent or other action of any Person, be deemed to return to the original coupon (including the applicable default rate) after the end of such period);
(iii) at any time and from time to time (but subject to the next succeeding clauses (iv), (v), (vi), (vii), (viii) and (ix)) during the Special Relief Period (as defined below) in connection with any purchase or construction hereunder, since the end of one or more new container ships for which the aggregate purchase consideration or construction cost per ship equals or exceeds $125,000,000 (each, a “Qualifying Ship”first Elevated Ratio Period), is in excess of $100,000,00025,000,000, then the Company shall have the right to elect to increase the maximum permitted Consolidated Leverage RatioRatio required to be maintained by this Section 10.1(a) to 4.00 tofor any fiscal quarter ending on or after September 30, at 2022 to 4.50to 1.00 during the election fiscal quarter in which such acquisition is consummated (the “Trigger Quarter”) and each of the Company effective following three fiscal quarters following the Trigger Quarter (such period, the “Elevated Ratio Period”) so long as of the last day of a (aA) there is at least one fiscal quarter occurring end after the end of each Elevated Ratio Period at which the Consolidated Leverage Ratio is less than or equal to 3.504.00 to 1.00, (bB) there shall be no more than one Elevated Ratio Period in effect at any given time, (cC) there shall be no more than two Elevated Ratio Periods during the Special Relief term of this Agreement and (d) the aggregate consideration for the Permitted Acquisition giving rise to the second Elevated Ratio Period (through must be in excess of $5,000,000after the Company’s delivery, no later than 20 days after Fourth Amendment Closing Date. Such election shall be made by the last day of the applicable fiscal quarter, delivery of a written notice by the Company to the holders Purchasers making reference to this Section 10.1(a) and notifying the Purchasers of the Notes, stating that the Company is electing an “Applicable Relief Period” and specifying the beginning and ending dates thereof (each, an “Applicable Relief Period Notice”), shall increase to the Applicable Maximum Level for the period beginning on the last day of the applicable fiscal quarter and continuing until the day immediately preceding the last day of the next succeeding fiscal quarter (the “Applicable Relief Period”);
(iv) the Company may deliver no more than seven (7) Applicable Relief Period Notices during the Special Relief Period (and if the Company delivers more than one (1) Applicable Relief Period Notice, then all Applicable Relief Period Notices must cover consecutive Applicable Relief Periods), and each Applicable Relief Period Notice will specify the Applicable Maximum Level for purpose of the Applicable Relief Period selected in such Applicable Relief Period Notice;
(v) (a) the “Special Relief Period” shall mean a period of two consecutive years, occurring during the three-year period from December 31, 2017 through December 30, 2020 (or a lesser period of time if the Special Relief Period begins after December 31, 2018), and triggered to begin at the election of the Company effective as of the last day of a fiscal quarter during such three-year period (through the Company’s delivery, exercise of this right on a one-time basis and no later than 20 days after or prior to the last day date of the applicable fiscal quarter, actual or required delivery of a written notice the certificate required by Section 7.2 with respect to the holders of the Notes, stating that the Company is electing the “Special Relief Period” and specifying the beginning and ending dates thereof) (a “Special Relief Period Notice”); (b) the “Applicable Maximum Level” shall mean (x) 3.50 to 1.00, or (y) 3.75 to 1.00, provided that (1) the Company may elect the Applicable Maximum Level of 3.75 to 1.00 only for up to three consecutive Applicable Relief Periods, and (2) the Company may elect an Applicable Maximum Level of 3.50 to 1.00 for any or all of the Applicable Relief Periods; and (c) the “Applicable Coupon Adjustment”) means 0.25% per annum during any Applicable Relief Period when the Applicable Maximum Level is 3.50 to 1.00, or 0.50% per annum during any Applicable Relief Period when the Applicable Maximum Level is 3.75 to 1.00;Trigger Quarter.
Appears in 1 contract
Sources: Note Purchase and Private Shelf Agreement (MGP Ingredients Inc)
Consolidated Leverage Ratio. The ratio (Company will not permit the “Consolidated Leverage Ratio”) of (a) all Debt of the Company and Subsidiaries on a consolidated basis at any time to (b) Consolidated EBITDA for the period of four consecutive fiscal quarters then or most recently ended Ratio to exceed 3.25 to 1.00; provided, however, that:
(i) at any time after the expiration of the Special Relief Period (as defined below), but only if the Consolidated Leverage Ratio at such time has been equal to or less than 3.25 to 1.00 at all times during at least four consecutive full fiscal quarters, in connection with any Acquisition that is not a Hostile Acquisition and that is in an Eligible Business Line for which the aggregate purchase consideration equals or exceeds $75,000,000, the maximum permitted Consolidated Leverage Ratio, at the election of the Company, with prior written notice from the Company to the holders of the Notes, shall increase to 3.90 to 1.00, on one occasion during the term of this Agreement, for the period beginning on the date of the consummation of such Acquisition and continuing until the fourth consecutive four fiscal quarter end which occurs on or after the date of the consummation of such Acquisition, provided that the coupon (including the applicable default rate) for the Notes shall automatically, without further consent or other action of any Person, be deemed to be increased by 0.45% per annum during such period (and shall automatically, without further consent or other action of any Person, be deemed to return to the original coupon (including the applicable default rate) after the end of such period);
(ii) at any time after the expiration of the Special Relief Period (as defined below), but only if the Consolidated Leverage Ratio at such time has been equal to or less than 3.25 to 1.00 at all times during at least four consecutive full fiscal quarters, in connection with any purchase or construction of a new container ship for which the aggregate purchase consideration or construction cost equals or exceeds $125,000,000, the maximum permitted Consolidated Leverage Ratio, at the election of the Company, with prior written notice from the Company to the holders of the Notes delivered by the Company prior to the Specified Date (as defined below) and specifying therein such Specified Date, shall increase to 3.50 to 1.00, on one occasion during the term of this Agreement, for the period beginning on a date determined by the Company between the commencement of payment for such container ship and delivery of such container ship (the “Specified Date”) and continuing until the fourth consecutive fiscal quarter end which occurs on or after the Specified Date, provided that the coupon (including the applicable default rate) for the Notes shall automatically, without further consent or other action of any Person, be deemed to be increased by 0.20% per annum during such period (and shall automatically, without further consent or other action of any Person, be deemed to return to the original coupon (including the applicable default rate) after the end of such period);
(iii) at any time and from time to time (but subject to the next succeeding clauses (iv), (v), (vi), (vii), (viii) and (ix)) during the Special Relief Period (as defined below) in connection with any purchase or construction of one or more new container ships for which the aggregate purchase consideration or construction cost per ship equals or exceeds $125,000,000 (each, a “Qualifying Ship”), the maximum permitted Consolidated Leverage Ratio, at the election quarters of the Company effective then last ended (in each case taken as one accounting period) as of the last day of each fiscal quarter; provided that, to the extent the Company consummates an acquisition permitted by this Agreement for aggregate cash consideration exceeding $150,000,000 (each, a fiscal quarter occurring during “Material Acquisition”), the Special Relief Period (through the Company’s deliveryCompany may elect, upon written notice to New York Life and each holder of a Note that is an Institutional Investor, which notice shall be provided no later than 20 days after the last Business Day of the fiscal quarter in which the relevant Material Acquisition is consummated, to increase the maximum Consolidated Leverage Ratio permitted by this Section 10.1 to 3.75 to 1.00 for the fiscal quarter in which such Material Acquisition is consummated and the three consecutive fiscal quarters of the Company following such Material Acquisition (each, a “Four Quarter Period”) (retroactive to the first day of such Four Quarter Period), and the interest rate applicable to the Notes shall increase by 0.50% per annum during the period from (and retroactive to) the first day of such Four Quarter Period until the earlier of (i) the last day of such fiscal quarter at the applicable end of which the Consolidated Leverage Ratio for the four fiscal quarter, of a written notice to the holders quarters of the Notes, stating that the Company is electing an “Applicable Relief Period” then ended did not exceed 3.25 to 1.00 (retroactive to such date) and specifying the beginning and ending dates thereof (each, an “Applicable Relief Period Notice”), shall increase to the Applicable Maximum Level for the period beginning on ii) the last day of the applicable fiscal quarter and continuing until the day immediately preceding the last day of the next succeeding fiscal quarter such Four Quarter Period (each, a “Covenant Reset Date”) (such increase, the “Applicable Relief PeriodAcquisition Spike”);
(iv) ; provided further that, the Company maximum Consolidated Leverage Ratio may deliver be increased to 3.75 to 1.00 for a Four Quarter Period in connection with a Material Acquisition no more than seven (7) Applicable Relief Period Notices during three times after the Special Relief Period (and if Original Restatement Date. For the Company delivers more than one (1) Applicable Relief Period Noticeavoidance of doubt, then all Applicable Relief Period Notices must cover consecutive Applicable Relief Periods), and each Applicable Relief Period Notice will specify the Applicable Maximum Level Consolidated Leverage Ratio may not exceed 3.25 to 1.00 for purpose of the Applicable Relief Period selected in such Applicable Relief Period Notice;
(v) (a) the “Special Relief Period” shall mean a period of two consecutive years, occurring during the three-year period from December 31, 2017 through December 30, 2020 (or a lesser period of time if the Special Relief Period begins after December 31, 2018), and triggered to begin at the election four fiscal quarters of the Company effective then last ended (in each case taken as one accounting period) as of the last day of a 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 one full fiscal quarter following the last day of such three-year period (through the Company’s delivery, Four Quarter Period. If an interest payment on a one-time basis and no later than 20 days any Notes is due after the last day of any fiscal quarter of the applicable fiscal quarterCompany, 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 written notice change in the interest rate on the Notes effective as of the first day following such 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 decreased, as applicable, to the holders extent necessary to reflect the interest rate that should have been taken into account as of the Notes, stating that the Company is electing the “Special Relief Period” and specifying the beginning and ending dates thereof) (a “Special Relief Period Noticesuch first following day.”); (b) the “Applicable Maximum Level” shall mean (x) 3.50 to 1.00, or (y) 3.75 to 1.00, provided that (1) the Company may elect the Applicable Maximum Level of 3.75 to 1.00 only for up to three consecutive Applicable Relief Periods, and (2) the Company may elect an Applicable Maximum Level of 3.50 to 1.00 for any or all of the Applicable Relief Periods; and (c) the “Applicable Coupon Adjustment”) means 0.25% per annum during any Applicable Relief Period when the Applicable Maximum Level is 3.50 to 1.00, or 0.50% per annum during any Applicable Relief Period when the Applicable Maximum Level is 3.75 to 1.00;
Appears in 1 contract
Sources: Second Amended and Restated Master Note Facility (Henry Schein Inc)
Consolidated Leverage Ratio. The ratio (the “Consolidated Leverage Ratio”) of (a) all Debt of the Company and Subsidiaries on a consolidated basis at any time to (b) Consolidated EBITDA for the period of four consecutive fiscal quarters then or most recently ended to exceed 3.25 to 1.00; provided, however, that:
(i) at any time after the expiration of the Special Relief Period (as defined below), but only if the Consolidated Leverage Ratio at such time has been equal to or less than 3.25 to 1.00 at all times during at least four consecutive full fiscal quarters, in connection with any Acquisition that is not a Hostile Acquisition and that is in an Eligible Business Line for which the aggregate purchase consideration equals or exceeds $75,000,000, the maximum permitted Consolidated Leverage Ratio, at the election of the Company, with prior written notice from the Company to the holders of the Notes, shall increase to 3.90 to 1.00, on one occasion during the term of this Agreement, for the period beginning on the date of the consummation of such Acquisition and continuing until the fourth consecutive fiscal quarter end which occurs on or after the date of the consummation of such Acquisition, provided that the coupon (including the applicable default rate) for the Notes shall automatically, without further consent or other action of any Person, be deemed to be increased by 0.45% per annum during such period (and shall automatically, without further consent or other action of any Person, be deemed to return to the original coupon (including the applicable default rate) after the end of such period);
(ii) at any time after the expiration of the Special Relief Period (as defined below), but only if the Consolidated Leverage Ratio at such time has been equal to or less than 3.25 to 1.00 at all times during at least four consecutive full fiscal quarters, in connection with any purchase or construction of a new container ship for which the aggregate purchase consideration or construction cost equals or exceeds $125,000,000, the maximum permitted Consolidated Leverage Ratio, at the election of the Company, with prior written notice from the Company to the holders of the Notes delivered by the Company prior to the Specified Date (as defined below) and specifying therein such Specified Date, shall increase to 3.50 to 1.00, on one occasion during the term of this Agreement, for the period beginning on a date determined by the Company between the commencement of payment for such container ship and delivery of such container ship (the “Specified Date”) and continuing until the fourth consecutive fiscal quarter end which occurs on or after the Specified Date, provided that the coupon (including the applicable default rate) for the Notes shall automatically, without further consent or other action of any Person, be deemed to be increased by 0.20% per annum during such period (and shall automatically, without further consent or other action of any Person, be deemed to return to the original coupon (including the applicable default rate) after the end of such period);
(iii) at any time and from time to time (but subject to the next succeeding clauses (iv), (v), (vi), (vii), (viii) and (ix)) during the Special Relief Period (as defined below) in connection with any purchase or construction of one or more new container ships for which the aggregate purchase consideration or construction cost per ship equals or exceeds $125,000,000 (each, a “Qualifying Ship”), the maximum permitted Consolidated Leverage Ratio, at the election of the Company effective Parent will maintain as of the last day of each Measurement Period a fiscal quarter occurring during Consolidated Leverage Ratio of not more than 3.25:1.00; provided that, upon the Special Relief Period (through the Company’s delivery, no later than 20 days after the last day written notice of the applicable fiscal quarterParent (such notice, of which shall include a written notice to the holders listing of the Notesacquisitions so made, stating that the Company is electing an a “Applicable Relief Period” and specifying the beginning and ending dates thereof (each, an “Applicable Relief Period Covenant Reset Notice”), shall increase to the Applicable Maximum Level for the period beginning but without any action on the last day part of the applicable fiscal quarter and continuing until Administrative Agent or any Lender, at any time where during the day immediately preceding prior twelve month period the last day Parent can demonstrate that it and/or any Subsidiaries of the next succeeding fiscal quarter Parent have made acquisitions whose aggregate consideration equals or exceeds $500,000,000 (the “Applicable Relief Period”);
(iv) the Company may deliver no more than seven (7) Applicable Relief Period Notices during the Special Relief Period (and if the Company delivers more than one (1) Applicable Relief Period without duplication of any acquisition that was included in any previous Covenant Reset Notice, then all Applicable Relief Period Notices must cover consecutive Applicable Relief Periods), and each Applicable Relief Period Notice will specify the Applicable Maximum Level for purpose of the Applicable Relief Period selected in such Applicable Relief Period Notice;
(vmaximum Consolidated Leverage Ratio permitted under this Section 6.14.2(b) (a) the “Special Relief Period” shall mean a period of two consecutive years, occurring during the three-year period be automatically increased from December 31, 2017 through December 30, 2020 (or a lesser period of time if the Special Relief Period begins after December 31, 2018), and triggered to begin at the election of the Company effective as of the last day of a fiscal quarter during such three-year period (through the Company’s delivery, on a one-time basis and no later than 20 days after the last day of the applicable fiscal quarter, of a written notice to the holders of the Notes, stating that the Company is electing the “Special Relief Period” and specifying the beginning and ending dates thereof) (a “Special Relief Period Notice”); (b) the “Applicable Maximum Level” shall mean (x) 3.50 to 1.00, or (y) 3.75 to 1.00, provided that (1) the Company may elect the Applicable Maximum Level of 3.75 3.25 to 1.00 only for up to three consecutive Applicable Relief Periods, and (2) the Company may elect an Applicable Maximum Level of 3.50 to 1.00 for any or all a period of four fiscal quarters (a “Covenant Reset Period”), commencing with the fiscal quarter in which one of the Applicable Relief Periodssubject acquisitions included in the Covenant Reset Request is consummated; and provided, further, that the Parent shall provide to the Administrative Agent such details with respect to such acquisitions as the Administrative Agent, in its reasonable discretion, shall request; provided, further, that after the end of each Covenant Reset Period, the Parent shall deliver to the Administrative Agent an executed Compliance Certificate that shall evidence the Parent’s compliance with a Consolidated Leverage Ratio of 3.25 to 1.00 for a full fiscal quarter following the end of such Covenant Reset Period before becoming entitled to make an additional Covenant Reset Request (c) which, for the “Applicable Coupon Adjustment”) means 0.25% per annum during any Applicable Relief Period when avoidance of doubt, must nonetheless comply with the Applicable Maximum Level is 3.50 to 1.00, or 0.50% per annum during any Applicable Relief Period when the Applicable Maximum Level is 3.75 to 1.00;other requirements of this Section 6.14.2(b)).
Appears in 1 contract
Sources: Five Year Credit Agreement (Aon PLC)
Consolidated Leverage Ratio. The ratio (the “Consolidated Leverage Ratio”) of (a) all Debt of the Company and Subsidiaries on a consolidated basis at any time to (b) Consolidated EBITDA for the period of four consecutive fiscal quarters then or most recently ended to exceed 3.25 to 1.00; provided, however, that:
(i) at any time after The Parent REIT and the expiration of the Special Relief Period (as defined below), but only if Company will not permit the Consolidated Leverage Ratio at such time has been equal to, as of the last day of any fiscal quarter commencing with the Initial Compliance Date: (I) as of the Initial Compliance Date and the last day of the first fiscal quarter ending after the Initial Compliance Date, exceed 8.50 to or less than 3.25 1.00; (II) as of the last day of the second and third fiscal quarters ending after the Initial Compliance Date, exceed 8.00 to 1.00; (III) as of the last day of the fourth fiscal quarter ending after the Initial Compliance Date, exceed 7.50 to 1.00; and (IV) as of the last day of any fiscal quarter thereafter, exceed 6.75 to 1.00; provided that, notwithstanding the foregoing,
(A) if as of the last day of any fiscal quarter commencing with the fiscal quarter ending on the Initial Compliance Date the Consolidated Leverage Ratio exceeds 6.50 to 1.00 at all times during at least four consecutive full but does not exceed 6.75 to 1.00 as of the last day of any fiscal quartersquarter (the “Leverage Surge Date”), in connection with any Acquisition that is not (1) the Company shall provide written notice to each holder of a Hostile Acquisition and that is Note in an Eligible Business Line for which officer’s certificate timely delivered pursuant to Section 7.2; and (2) the aggregate purchase consideration equals or exceeds $75,000,000Notes shall be subject to the Increased Interest Rate pursuant to Section 10.6(a)(ii) (such period, the maximum permitted Consolidated “Leverage Ratio, at the election of the Company, with prior written notice from the Company to the holders of the Notes, shall increase to 3.90 to 1.00, on one occasion Surge Period”); and further,
(B) once during the term of this Agreement, for upon written notice to each holder of a Note in an officer’s certificate timely delivered pursuant to Section 7.2if, as of the period beginning last day of any fiscal quarter, commencing with the fiscal quarter ending on the date Initial Compliance Date, the Consolidated Leverage Ratio as of the consummation last day of the fiscal quarterexceeds 6.75 to 1.00 (the “Additional Surge Date”) for which such Acquisition certificate was delivered and continuing until the fourth next three (3) consecutive fiscal quarter end which occurs on or after quarters (such period, the date of the consummation of such Acquisition“Additional Surge Period”), may exceed 6.75 to 1.00 but not exceed 7.00 to 1.00 provided that the coupon (including the applicable default rateA) for no Default or Event of Default has occurred and is continuing, and (B), the Notes shall automaticallybe subject to the Increased Interest Rate pursuant to Section 10.6(a)(ii) (such period, without further consent or other action the “Additional Surge Period”) and provided the availability of any Person, be deemed such Additional Surge Period shall end on the fiscal quarter in which the Company is required to be increased by 0.45% per annum during such period (and shall automatically, without further consent or other action of any Person, be deemed to return to the original coupon (including the applicable default rate) after the end of such periodin compliance with Section 10.6(a)(i)(IV);
(ii) The per annum interest rate (in addition to any Default Rate, if any) otherwise applicable to each series of the Notes as specified in the first paragraph thereof shall be increased as follows (for each series of Notes, the “Increased Interest Rate”):
(A) If at any time after the expiration of the Special Relief Period (as defined below)time, but only if the Consolidated Leverage Ratio at such time exceeds 6.50 to 1.00 but is not greater than 6.75 to 1.00, then the per annum interest rate shall be increased by 35 basis points (.35%);
(B) For the first fiscal quarter in which the Consolidated Leverage Ratio exceeds 6.75 to 1.00, then the per annum interest rate shall be increased by 35 basis points (.35%);
(C) For the second fiscal quarter in which the Consolidated Leverage Ratio exceeds 6.75 to 1.00, then the per annum interest rate shall be increased by 50 basis points (.50%);
(D) For the third fiscal quarter in which the Consolidated Leverage Ratio exceeds 6.75 to 1.00, then the per annum interest rate shall be increased by 75 basis points (.75%); and
(E) For the fourth and fifth fiscal quarter in which the Consolidated Leverage Ratio exceeds 6.75 to 1.00, then the per annum interest rate shall be increased by 100 basis points (1.00%); provided that the additional basis points in Section 10.6(a)(ii)(A) through (E) are not cumulative; and further provided that changes to the applicable rate of interest shall be effective as of the first day of the first calendar month after the Additional Surge Date or Leverage Surge Date, as applicable, until (A) the first day of the first calendar month after the last day of the fiscal quarter for which an officer’s certificate has been equal timely delivered pursuant to or less than 3.25 Section 7.2 containing a written statement to 1.00 at all times during at least four consecutive full fiscal quarters, in connection with any purchase or construction each holder of a new container ship for which Note terminating the aggregate purchase consideration Additional Surge Period or construction cost equals or exceeds $125,000,000Leverage Surge Period, as applicable, and evidencing that the maximum permitted Consolidated Leverage Ratio, at the election of the Company, with prior written notice from the Company to the holders of the Notes delivered by the Company prior to the Specified Date (as defined below) and specifying therein such Specified Date, shall increase to 3.50 to 1.00, on one occasion during the term of this Agreement, for the period beginning on a date determined by the Company between the commencement of payment for such container ship and delivery of such container ship (the “Specified Date”) and continuing until the fourth consecutive fiscal quarter end which occurs on or after the Specified Date, provided that the coupon (including the applicable default rate) for the Notes shall automatically, without further consent or other action of any Person, be deemed to be increased by 0.20% per annum during such period (and shall automatically, without further consent or other action of any Person, be deemed to return to the original coupon (including the applicable default rate) after the end of such period);
(iii) at any time and from time to time (but subject to the next succeeding clauses (iv), (v), (vi), (vii), (viii) and (ix)) during the Special Relief Period (as defined below) in connection with any purchase or construction of one or more new container ships for which the aggregate purchase consideration or construction cost per ship equals or exceeds $125,000,000 (each, a “Qualifying Ship”), the maximum permitted Consolidated Leverage Ratio, at the election of the Company effective as of the last day of such fiscal quarter, is equal to or less than 6.75 to 1.00 (in the case of an Additional Surge Period) or 6.50 to 1.00 (in the case of a fiscal quarter occurring during Leverage Surge Period) or (B) in the Special Relief Period (through the Company’s deliverycase of an Additional Surge Period, no later than 20 days after the last day of the applicable third fiscal quarterquarter followingin which such Additional Surge Date is allowed, if earlier. For the avoidance of a written notice to doubt, the holders payment or accrual of an Increased Interest Rate of the Notes, stating that the Company is electing an “Applicable Relief Period” and specifying the beginning and ending dates thereof (each, an “Applicable Relief Period Notice”Notes does not waive any Default or Event of Default otherwise applicable under Section 10.6(a), shall increase to the Applicable Maximum Level for the period beginning on the last day of the applicable fiscal quarter and continuing until the day immediately preceding the last day of the next succeeding fiscal quarter (the “Applicable Relief Period”);
(iv) the Company may deliver no more than seven (7) Applicable Relief Period Notices during the Special Relief Period (and if the Company delivers more than one (1) Applicable Relief Period Notice, then all Applicable Relief Period Notices must cover consecutive Applicable Relief Periods), and each Applicable Relief Period Notice will specify the Applicable Maximum Level for purpose of the Applicable Relief Period selected in such Applicable Relief Period Notice;
(v) (a) the “Special Relief Period” shall mean a period of two consecutive years, occurring during the three-year period from December 31, 2017 through December 30, 2020 (or a lesser period of time if the Special Relief Period begins after December 31, 2018), and triggered to begin at the election of the Company effective as of the last day of a fiscal quarter during such three-year period (through the Company’s delivery, on a one-time basis and no later than 20 days after the last day of the applicable fiscal quarter, of a written notice to the holders of the Notes, stating that the Company is electing the “Special Relief Period” and specifying the beginning and ending dates thereof) (a “Special Relief Period Notice”); (b) the “Applicable Maximum Level” shall mean (x) 3.50 to 1.00, or (y) 3.75 to 1.00, provided that (1) the Company may elect the Applicable Maximum Level of 3.75 to 1.00 only for up to three consecutive Applicable Relief Periods, and (2) the Company may elect an Applicable Maximum Level of 3.50 to 1.00 for any or all of the Applicable Relief Periods; and (c) the “Applicable Coupon Adjustment”) means 0.25% per annum during any Applicable Relief Period when the Applicable Maximum Level is 3.50 to 1.00, or 0.50% per annum during any Applicable Relief Period when the Applicable Maximum Level is 3.75 to 1.00;.
Appears in 1 contract
Consolidated Leverage Ratio. The ratio (the “Consolidated Leverage Ratio”) of (a) all Debt of the Company and Subsidiaries on a consolidated basis at any time to (b) Consolidated EBITDA for the period of four consecutive fiscal quarters then or most recently ended to exceed 3.25 to 1.00; provided, however, that:
(i) at any time after the expiration of the Special Relief Period (as defined below), but only if the Consolidated Leverage Ratio at such time has been equal to or less than 3.25 to 1.00 at all times during at least four consecutive full fiscal quarters, in connection with any Acquisition that is not a Hostile Acquisition and that is in an Eligible Business Line for which the aggregate purchase consideration equals or exceeds $75,000,000, the maximum permitted Consolidated Leverage Ratio, at the election of the Company, with prior written notice from the Company to the holders of the Notes, shall increase to 3.90 to 1.00, on one occasion during the term of this Agreement, for the period beginning on the date of the consummation of such Acquisition and continuing until the fourth consecutive fiscal quarter end which occurs on or after the date of the consummation of such Acquisition, provided that the coupon (including the applicable default rate) for the Notes shall automatically, without further consent or other action of any Person, be deemed to be increased by 0.45% per annum during such period (and shall automatically, without further consent or other action of any Person, be deemed to return to the original coupon (including the applicable default rate) after the end of such period);
(ii) at any time after the expiration of the Special Relief Period (as defined below), but only if the Consolidated Leverage Ratio at such time has been equal to or less than 3.25 to 1.00 at all times during at least four consecutive full fiscal quarters, in connection with any purchase or construction of a new container ship for which the aggregate purchase consideration or construction cost equals or exceeds $125,000,000, the maximum permitted Consolidated Leverage Ratio, at the election of the Company, with prior written notice from the Company to the holders of the Notes delivered by the Company prior to the Specified Date (as defined below) and specifying therein such Specified Date, shall increase to 3.50 to 1.00, on one occasion during the term of this Agreement, for the period beginning on a date determined by the Company between the commencement of payment for such container ship and delivery of such container ship (the “Specified Date”) and continuing until the fourth consecutive fiscal quarter end which occurs on or after the Specified Date, provided that the coupon (including the applicable default rate) for the Notes shall automatically, without further consent or other action of any Person, be deemed to be increased by 0.20% per annum during such period (and shall automatically, without further consent or other action of any Person, be deemed to return to the original coupon (including the applicable default rate) after the end of such period);
(iii) at any time and from time to time (but subject to the next succeeding clauses (iv), (v), (vi), (vii), (viii) and (ix)) during the Special Relief Period (as defined below) in connection with any purchase or construction of one or more new container ships for which the aggregate purchase consideration or construction cost per ship equals or exceeds $125,000,000 (each, a “Qualifying Ship”), the maximum permitted Consolidated Leverage Ratio, at the election of the Company effective Parent will maintain as of the last day of each Measurement Period a fiscal quarter occurring during Consolidated Leverage Ratio of not more than 3.25:1.00; provided that, upon the Special Relief Period (through the Company’s delivery, no later than 20 days after the last day written notice of the applicable fiscal quarterParent (such notice, of which shall include a written notice to the holders listing of the Notesacquisitions so made, stating that the Company is electing an a “Applicable Relief Period” and specifying the beginning and ending dates thereof (each, an “Applicable Relief Period Covenant Reset Notice”), shall increase to the Applicable Maximum Level for the period beginning but without any action on the last day part of the applicable fiscal quarter and continuing until Administrative Agent or any Lender, at any time where during the day immediately preceding prior twelve-month period the last day Parent can demonstrate that it and/or any Subsidiaries of the next succeeding Parent have made acquisitions whose aggregate consideration equals or exceeds $500,000,000 (which amount of aggregate consideration is calculated consistent with past practice), the maximum Consolidated Leverage Ratio permitted under this Section 6.14(b) shall be automatically increased from 3.25 to 1.00 to 3.503.75 to 1.00 for a period of four fiscal quarter quarters (the a “Applicable Relief Covenant Reset Period”);
(iv) , commencing with the Company may deliver no more than seven (7) Applicable Relief Period Notices during the Special Relief Period (and if the Company delivers more than fiscal quarter in which one (1) Applicable Relief Period Notice, then all Applicable Relief Period Notices must cover consecutive Applicable Relief Periods), and each Applicable Relief Period Notice will specify the Applicable Maximum Level for purpose of the Applicable Relief Period selected subject acquisitions included in the Covenant Reset Notice is consummated; provided, further, that the Parent shall provide to the Administrative Agent such Applicable Relief Period Notice;
(v) (a) details with respect to such acquisitions as the “Special Relief Period” Administrative Agent, in its reasonable discretion, shall mean a period of two consecutive yearsrequest; provided, occurring during the three-year period from December 31further, 2017 through December 30, 2020 (or a lesser period of time if the Special Relief Period begins after December 31, 2018), and triggered to begin at the election of the Company effective as of the last day of a fiscal quarter during such three-year period (through the Company’s delivery, on a one-time basis and no later than 20 days that after the last day end of each Covenant Reset Period, the applicable fiscal quarter, of a written notice Parent shall deliver to the holders Administrative Agent an executed Compliance Certificate that shall evidence the Parent’s compliance with a Consolidated Leverage Ratio of the Notes, stating that the Company is electing the “Special Relief Period” and specifying the beginning and ending dates thereof) (a “Special Relief Period Notice”); (b) the “Applicable Maximum Level” shall mean (x) 3.50 to 1.00, or (y) 3.75 to 1.00, provided that (1) the Company may elect the Applicable Maximum Level of 3.75 to 1.00 only for up to three consecutive Applicable Relief Periods, and (2) the Company may elect an Applicable Maximum Level of 3.50 3.25 to 1.00 for any or all a full fiscal quarter following the end of such Covenant Reset Period before becoming entitled to make an additional Covenant Reset Notice (which, for the Applicable Relief Periods; and (c) avoidance of doubt, must nonetheless comply with the “Applicable Coupon Adjustment”) means 0.25% per annum during any Applicable Relief Period when the Applicable Maximum Level is 3.50 to 1.00, or 0.50% per annum during any Applicable Relief Period when the Applicable Maximum Level is 3.75 to 1.00;other requirements of this Section 6.14(b)).
Appears in 1 contract
Sources: Credit Agreement (Aon PLC)
Consolidated Leverage Ratio. (i) The ratio (Parent REIT and the “Company will not permit the Consolidated Leverage Ratio”) of (a) all Debt Ratio to, as of the Company and Subsidiaries on a consolidated basis at last day of any time to fiscal quarter commencing with the Initial Compliance Date: (bI) Consolidated EBITDA for as of the period of four consecutive fiscal quarters then or most recently ended to Initial Compliance Date, exceed 3.25 8.50 to 1.00; provided(II) as of the last day of the first and second fiscal quarters ending after the Initial Compliance Date, howeverexceed 8.00 to 1.00; (III) as of the last day of the third fiscal quarter ending after the Initial Compliance Date, exceed 7.50 to 1.00; and (IV) as of the last day of any fiscal quarter thereafter, exceed 6.75 to 1.00; provided that:, notwithstanding the foregoing,
(iA) at if as of the last day of any time after fiscal quarter, commencing on the earlier of June 30, 2022 or the last day of the fiscal quarter following the expiration of the Special Relief Period (as defined below)Waiver PeriodFee Termination Date, but only if the Consolidated Leverage Ratio at such time has been equal to or less than 3.25 exceeds 6.50 to 1.00 at all times during at least four consecutive full but does not exceed 6.75 to 1.00 as of the last day of any fiscal quartersquarter (the “Leverage Surge Date”), in connection with any Acquisition that is not (1) the Company shall provide written notice to each holder of a Hostile Acquisition and that is Note in an Eligible Business Line for which the aggregate purchase consideration equals or exceeds $75,000,000, the maximum permitted Consolidated Leverage Ratio, at the election of the Company, with prior written notice from the Company officer’s certificate timely delivered pursuant to the holders of the Notes, shall increase to 3.90 to 1.00, on one occasion during the term of this Agreement, for the period beginning on the date of the consummation of such Acquisition Section 7.2; and continuing until the fourth consecutive fiscal quarter end which occurs on or after the date of the consummation of such Acquisition, provided that the coupon (including the applicable default rate2) for the Notes shall automaticallybe subject to the Increased Interest Rate pursuant to Section 10.6(a)(ii) (such period, without further consent or other action the “Leverage Surge Period”); and further,
(B) if, as of the last day of any Personfiscal quarter, commencing on the earlier of June 30, 2022 or the last day of the fiscal quarter following the expiration of the Waiver PeriodFee Termination Date, the Consolidated Leverage Ratio exceeds 6.75 to 1.00 (the “Additional Surge Date”), the Notes shall be deemed subject to the Increased Interest Rate pursuant to Section 10.6(a)(ii) (such period, the “Additional Surge Period”) and provided the availability of such Additional Surge Period shall end on the fiscal quarter in which the Company is required to be increased by 0.45% per annum during such period (and shall automatically, without further consent or other action of any Person, be deemed to return to the original coupon (including the applicable default rate) after the end of such periodin compliance with Section 10.6(a)(i)(IV);
(ii) at During a Leverage Surge Period or an Additional Surge Period, as applicable, the per annum interest rate (in addition to any time after the expiration Default Rate, if any) otherwise applicable to each series of the Special Relief Period Notes as specified in the first paragraph thereof shall be increased as follows (as defined below)for each series of Notes, but only if the “Increased Interest Rate”):
(A) If the Consolidated Leverage Ratio at such time exceeds 6.50 to 1.00 but is not greater than 6.75 to 1.00, then the per annum interest rate shall be increased by 45 basis points (.45%);
(B) For the first fiscal quarter in which the Consolidated Leverage Ratio exceeds 6.75 to 1.00, then the per annum interest rate shall be increased by 45 basis points (.45%);
(C) For the second fiscal quarter in which the Consolidated Leverage Ratio exceeds 6.75 to 1.00, then the per annum interest rate shall be increased by 50 basis points (.50%);
(D) For the third fiscal quarter in which the Consolidated Leverage Ratio exceeds 6.75 to 1.00, then the per annum interest rate shall be increased by 75 basis points (.75%); and
(E) For the fourth and fifth fiscal quarter in which the Consolidated Leverage Ratio exceeds 6.75 to 1.00, then the per annum interest rate shall be increased by 100 basis points (1.00%); provided that the additional basis points in Section 10.6(a)(ii)(A) through (E) are not cumulative; and further provided that changes to the applicable rate of interest shall be effective as of the first day of the first calendar month after the Additional Surge Date or Leverage Surge Date, as applicable, until (A) the first day of the first calendar month after the last day of the fiscal quarter for which an officer’s certificate has been equal timely delivered pursuant to or less than 3.25 Section 7.2 containing a written statement to 1.00 at all times during at least four consecutive full fiscal quarters, in connection with any purchase or construction each holder of a new container ship for which Note terminating the aggregate purchase consideration Additional Surge Period or construction cost equals or exceeds $125,000,000Leverage Surge Period, as applicable, and evidencing that the maximum permitted Consolidated Leverage Ratio, at the election of the Company, with prior written notice from the Company to the holders of the Notes delivered by the Company prior to the Specified Date (as defined below) and specifying therein such Specified Date, shall increase to 3.50 to 1.00, on one occasion during the term of this Agreement, for the period beginning on a date determined by the Company between the commencement of payment for such container ship and delivery of such container ship (the “Specified Date”) and continuing until the fourth consecutive fiscal quarter end which occurs on or after the Specified Date, provided that the coupon (including the applicable default rate) for the Notes shall automatically, without further consent or other action of any Person, be deemed to be increased by 0.20% per annum during such period (and shall automatically, without further consent or other action of any Person, be deemed to return to the original coupon (including the applicable default rate) after the end of such period);
(iii) at any time and from time to time (but subject to the next succeeding clauses (iv), (v), (vi), (vii), (viii) and (ix)) during the Special Relief Period (as defined below) in connection with any purchase or construction of one or more new container ships for which the aggregate purchase consideration or construction cost per ship equals or exceeds $125,000,000 (each, a “Qualifying Ship”), the maximum permitted Consolidated Leverage Ratio, at the election of the Company effective as of the last day of such fiscal quarter, is equal to or less than 6.75 to 1.00 (in the case of an Additional Surge Period) or 6.50 to 1.00 (in the case of a fiscal quarter occurring during Leverage Surge Period) or (B) in the Special Relief Period (through the Company’s deliverycase of an Additional Surge Period, no later than 20 days after the last day of the applicable fiscal quarterquarter in which such Additional Surge Date is allowed, if earlier. For the avoidance of a written notice to doubt, (i) the holders payment or accrual of an Increased Interest Rate of the Notes, stating that the Company is electing an “Applicable Relief Period” and specifying the beginning and ending dates thereof (each, an “Applicable Relief Period Notice”), shall increase to the Applicable Maximum Level for the period beginning on the last day Notes does not waive any Default or Event of the Default otherwise applicable fiscal quarter and continuing until the day immediately preceding the last day of the next succeeding fiscal quarter (the “Applicable Relief Period”);
(ivunder Section 10.6(a) the Company may deliver no more than seven (7) Applicable Relief Period Notices during the Special Relief Period (and if the Company delivers more than one (1) Applicable Relief Period Notice, then all Applicable Relief Period Notices must cover consecutive Applicable Relief Periods), and each Applicable Relief Period Notice will specify the Applicable Maximum Level for purpose of the Applicable Relief Period selected in such Applicable Relief Period Notice;
(v) (a) the “Special Relief Period” shall mean a period of two consecutive years, occurring during the three-year period from December 31, 2017 through December 30, 2020 (or a lesser period of time if the Special Relief Period begins after December 31, 2018), and triggered to begin at the election of the Company effective as of the last day of a fiscal quarter during such three-year period (through the Company’s delivery, on a one-time basis and no later than 20 days after the last day of the applicable fiscal quarter, of a written notice to the holders of the Notes, stating that the Company is electing the “Special Relief Period” and specifying the beginning and ending dates thereof) (a “Special Relief Period Notice”); (b) the “Applicable Maximum Level” shall mean (x) 3.50 to 1.00, or (y) 3.75 to 1.00, provided that (1) the Company may elect the Applicable Maximum Level of 3.75 to 1.00 only for up to three consecutive Applicable Relief Periods, and (2ii) such additional interest shall not be included in the Company may elect an Applicable Maximum Level calculation of 3.50 to 1.00 for any or all of the Applicable Relief Periods; and (c) the “Applicable Coupon Adjustment”) means 0.25% per annum during any Applicable Relief Period when the Applicable Maximum Level is 3.50 to 1.00, or 0.50% per annum during any Applicable Relief Period when the Applicable Maximum Level is 3.75 to 1.00;Make-Whole Amount.
Appears in 1 contract
Consolidated Leverage Ratio. The ratio (Parent and the “Company will not permit the Consolidated Leverage Ratio”) of (a) all Debt Ratio as of the Company and Subsidiaries on a consolidated basis at end of any time fiscal quarter of the Parent to (b) Consolidated EBITDA for the period of four consecutive fiscal quarters then or most recently ended to exceed be greater than 3.25 to 1.00; providedprovided that, howeverupon the written request of the Company (such request, that:
(i) which shall include a listing of the acquisitions so made, a “Covenant Reset Request”), but without any action on the part of the Administrative Agent or any Lender, at any time after where during the expiration prior 15 month period the Company can demonstrate that it and/or any other Subsidiaries of the Special Relief Period (as defined below), but only if the Consolidated Leverage Ratio at such time has been equal to or less than 3.25 to 1.00 at all times during at least four consecutive full fiscal quarters, in connection with any Acquisition that is not a Hostile Acquisition and that is in an Eligible Business Line for which the Parent have made acquisitions whose aggregate purchase consideration equals or exceeds $75,000,000the Requisite Qualified Acquisition Threshold (without duplication of any acquisition that was included in any previous Covenant Reset Request), the maximum permitted Consolidated Leverage Ratio, at Ratio permitted under this Section 7.08(b) shall be automatically increased from 3.25 to 1.00 to 3.50 to 1.00 for the election last day of each fiscal quarter of the CompanyCovenant Reset Period related to such Covenant Reset Request; provided, with prior written notice from further, that the Company shall provide to the holders of Administrative Agent such details with respect to such acquisitions as the NotesAdministrative Agent, in its reasonable discretion, shall increase to 3.90 to 1.00request; provided, on one occasion during the term of this Agreementfurther, for the period beginning on the date of the consummation of such Acquisition and continuing until the fourth consecutive fiscal quarter end which occurs on or after the date of the consummation of such Acquisition, provided that the coupon (including the applicable default rate) for the Notes shall automatically, without further consent or other action of any Person, be deemed to be increased by 0.45% per annum during such period (and shall automatically, without further consent or other action of any Person, be deemed to return to the original coupon (including the applicable default rate) after the end of such period);
(ii) at any time after each Covenant Reset Period, the expiration of Company shall deliver to the Special Relief Period (as defined below), but only if Administrative Agent an executed Compliance Certificate that shall evidence the Company’s compliance with a Consolidated Leverage Ratio at such time has been equal to or less than of 3.25 to 1.00 at all times during at least four consecutive for a full fiscal quarters, in connection with any purchase or construction of a new container ship for which the aggregate purchase consideration or construction cost equals or exceeds $125,000,000, the maximum permitted Consolidated Leverage Ratio, at the election of the Company, with prior written notice from the Company to the holders of the Notes delivered by the Company prior to the Specified Date (as defined below) and specifying therein such Specified Date, shall increase to 3.50 to 1.00, on one occasion during the term of this Agreement, for the period beginning on a date determined by the Company between the commencement of payment for such container ship and delivery of such container ship (the “Specified Date”) and continuing until the fourth consecutive fiscal quarter end which occurs on or after the Specified Date, provided that the coupon (including the applicable default rate) for the Notes shall automatically, without further consent or other action of any Person, be deemed to be increased by 0.20% per annum during such period (and shall automatically, without further consent or other action of any Person, be deemed to return to the original coupon (including the applicable default rate) after following the end of such period);
Covenant Reset Period before becoming entitled to make an additional Covenant Reset Request (iii) at any time and from time to time (but subject to the next succeeding clauses (iv)which, (v), (vi), (vii), (viii) and (ix)) during the Special Relief Period (as defined below) in connection with any purchase or construction of one or more new container ships for which the aggregate purchase consideration or construction cost per ship equals or exceeds $125,000,000 (each, a “Qualifying Ship”), the maximum permitted Consolidated Leverage Ratio, at the election of the Company effective as of the last day of a fiscal quarter occurring during the Special Relief Period (through the Company’s delivery, no later than 20 days after the last day of the applicable fiscal quarter, of a written notice to the holders of the Notes, stating that the Company is electing an “Applicable Relief Period” and specifying the beginning and ending dates thereof (each, an “Applicable Relief Period Notice”), shall increase to the Applicable Maximum Level for the period beginning on avoidance of doubt, must nonetheless comply with the last day other requirements of the applicable fiscal quarter and continuing until the day immediately preceding the last day of the next succeeding fiscal quarter (the “Applicable Relief Period”this Section 7.08(b);
(iv) the Company may deliver no more than seven (7) Applicable Relief Period Notices during the Special Relief Period (and if the Company delivers more than one (1) Applicable Relief Period Notice, then all Applicable Relief Period Notices must cover consecutive Applicable Relief Periods), and each Applicable Relief Period Notice will specify the Applicable Maximum Level for purpose of the Applicable Relief Period selected in such Applicable Relief Period Notice;
(v) (a) the “Special Relief Period” shall mean a period of two consecutive years, occurring during the three-year period from December 31, 2017 through December 30, 2020 (or a lesser period of time if the Special Relief Period begins after December 31, 2018), and triggered to begin at the election of the Company effective as of the last day of a fiscal quarter during such three-year period (through the Company’s delivery, on a one-time basis and no later than 20 days after the last day of the applicable fiscal quarter, of a written notice to the holders of the Notes, stating that the Company is electing the “Special Relief Period” and specifying the beginning and ending dates thereof) (a “Special Relief Period Notice”); (b) the “Applicable Maximum Level” shall mean (x) 3.50 to 1.00, or (y) 3.75 to 1.00, provided that (1) the Company may elect the Applicable Maximum Level of 3.75 to 1.00 only for up to three consecutive Applicable Relief Periods, and (2) the Company may elect an Applicable Maximum Level of 3.50 to 1.00 for any or all of the Applicable Relief Periods; and (c) the “Applicable Coupon Adjustment”) means 0.25% per annum during any Applicable Relief Period when the Applicable Maximum Level is 3.50 to 1.00, or 0.50% per annum during any Applicable Relief Period when the Applicable Maximum Level is 3.75 to 1.00;.
Appears in 1 contract
Consolidated Leverage Ratio. The ratio (Permit the “Consolidated Leverage Ratio”) Ratio to be, at the end of (a) all Debt of the Company and Subsidiaries on a consolidated basis at any time to (b) Consolidated EBITDA for the period of four consecutive fiscal quarters then or most recently ended to exceed 3.25 Fiscal Quarter, greater than 2.25 to 1.00; provided, however, provided that:
(ia) at any time after in the expiration event that a portion of the Special Relief Period (as defined below)Commitments of $30,000,000 or more is used to finance Acquisitions during any three consecutive Fiscal Quarters by Borrower or its Subsidiaries, but only if the Consolidated Leverage Ratio at such time has been equal foregoing maximum permitted ratio may, upon the request of Borrower to or less than 3.25 the Administrative Agent, be increased to 2.65 to 1.00 at all times during at least four consecutive full fiscal quarters, in connection with any Acquisition that is not a Hostile Acquisition and that is in an Eligible Business Line for which the aggregate purchase consideration equals or exceeds $75,000,000, the maximum permitted Consolidated Leverage Ratio, at the election of the Company, with prior written notice from the Company to the holders of the Notes, shall increase to 3.90 to 1.00, on one occasion during the term of this Agreement, for the period beginning on the date of the consummation of such Acquisition and continuing until the fourth three (3) consecutive fiscal quarter end which occurs on or Fiscal Quarters next ending after the date of the consummation of such Acquisition, provided that (i) an increase under this clause (a) has not been in effect with respect to any of the coupon four (including 4) Fiscal Quarters prior to the first Fiscal Quarter for which an adjustment is to be made, (ii) Borrower's request is accompanied by 12-month cash flow, balance sheet and income statement projections, reasonably acceptable to the Administrative Agent and for delivery to the Banks, demonstrating that, giving effect to the Acquisition and to Borrower's election under this Section, Borrower will be in compliance with Sections 6.9, 6.10 and 6.11 for at least the next ending four (4) Fiscal Quarters and (iii) Borrower must remain in compliance with Section 6.11 (without giving effect to any adjustment permitted thereunder) during each Fiscal Quarter for which an adjustment is applicable default rateunder this Section 6.10(a);
(b) for if an election under Section 6.10(a) is not then in effect, the Notes shall automaticallyforegoing ratio shall, without further consent or other action of any Personif needed, be deemed increased to be increased by 0.45% per annum during such 2.50 to 1.00 for a period of up to two (and shall automatically2) consecutive Fiscal Quarters, without further consent or other action provided that (i) this clause (b) has not been in effect with respect to any of any Person, be deemed to return the four (4) Fiscal Quarters prior to the original coupon first Fiscal Quarter for which an adjustment is needed, (including ii) no other Default or Event of Default then exists, (iii) Borrower furnishes to the applicable default rate) Administrative Agent no later than 60 days after the end of the first Fiscal Quarter for which such period);
(ii) at any time after adjustment is needed, 12-month cash flow, balance sheet and income statement projections, reasonably acceptable to the expiration of Administrative Agent and for delivery to the Special Relief Period (as defined below)Banks, but only if the Consolidated Leverage Ratio at such time has been equal to or less than 3.25 to 1.00 at all times during demonstrating that Borrower will be in compliance with Sections 6.9, 6.10 and 6.11 for at least four consecutive full fiscal quartersthe next ending two (2) Fiscal Quarters, in connection with any purchase or construction (iv) as of a new container ship for which the aggregate purchase consideration or construction cost equals or exceeds $125,000,000, the maximum permitted Consolidated Leverage Ratio, at the election of the Company, with prior written notice from the Company to the holders of the Notes delivered by the Company prior to the Specified Date (as defined below) and specifying therein such Specified Date, shall increase to 3.50 to 1.00, on one occasion during the term of this Agreement, for the period beginning on a date determined by the Company between the commencement of payment for such container ship and delivery of such container ship (the “Specified Date”) and continuing until the fourth consecutive fiscal quarter end which occurs on or after the Specified Date, provided that the coupon (including the applicable default rate) for the Notes shall automatically, without further consent or other action of any Person, be deemed to be increased by 0.20% per annum during such period (and shall automatically, without further consent or other action of any Person, be deemed to return to the original coupon (including the applicable default rate) after the end of each Fiscal Quarter for which such period);
adjustment is applicable, the Consolidated Interest Coverage Ratio is not less than 2.25 to 1.00 (iiiif such Fiscal Quarter ends on or before November 30, 1997) at any time and from time or 2.50 to time 1.00 (but subject to the next succeeding clauses (iv)if such Fiscal Quarter ends after November 30, (v), (vi), (vii), (viii1997) and (ix)v) during Borrower has not incurred Operating Losses for the Special Relief Period (as defined below) in connection with any purchase or construction of one or more new container ships first Fiscal Quarter for which such adjustment is needed and the aggregate purchase consideration immediately preceding Fiscal Quarter; and
(c) notwithstanding Section 6.10(a) or construction cost per ship equals or exceeds $125,000,000 (each, a “Qualifying Ship”6.10(b), the maximum permitted Consolidated Leverage Ratio, at the election of the Company effective foregoing ratio shall automatically be reduced to 1.75 to 1.00 as of the last day end of a fiscal quarter occurring during any Fiscal Quarter if Borrower has incurred an Operating Loss for that Fiscal Quarter and the Special Relief Period (through the Company’s delivery, no later than 20 days after the last day of the applicable fiscal quarter, of a written notice immediately preceding Fiscal Quarter and shall remain at 1.75 to the holders of the Notes, stating that the Company is electing an “Applicable Relief Period” and specifying the beginning and ending dates thereof (each, an “Applicable Relief Period Notice”), shall increase to the Applicable Maximum Level for the period beginning on the last day of the applicable fiscal quarter and continuing 1.00 until the day immediately preceding the last day of the next succeeding fiscal quarter (the “Applicable Relief Period”);
(iv) the Company may deliver first Fiscal Quarter thereafter for which there is no more than seven (7) Applicable Relief Period Notices during the Special Relief Period (and if the Company delivers more than one (1) Applicable Relief Period Notice, then all Applicable Relief Period Notices must cover consecutive Applicable Relief Periods), and each Applicable Relief Period Notice will specify the Applicable Maximum Level for purpose of the Applicable Relief Period selected in such Applicable Relief Period Notice;
(v) (a) the “Special Relief Period” shall mean a period of two consecutive years, occurring during the three-year period from December 31, 2017 through December 30, 2020 (or a lesser period of time if the Special Relief Period begins after December 31, 2018), and triggered to begin at the election of the Company effective as of the last day of a fiscal quarter during such three-year period (through the Company’s delivery, on a one-time basis and no later than 20 days after the last day of the applicable fiscal quarter, of a written notice to the holders of the Notes, stating that the Company is electing the “Special Relief Period” and specifying the beginning and ending dates thereof) (a “Special Relief Period Notice”); (b) the “Applicable Maximum Level” shall mean (x) 3.50 to 1.00, or (y) 3.75 to 1.00, provided that (1) the Company may elect the Applicable Maximum Level of 3.75 to 1.00 only for up to three consecutive Applicable Relief Periods, and (2) the Company may elect an Applicable Maximum Level of 3.50 to 1.00 for any or all of the Applicable Relief Periods; and (c) the “Applicable Coupon Adjustment”) means 0.25% per annum during any Applicable Relief Period when the Applicable Maximum Level is 3.50 to 1.00, or 0.50% per annum during any Applicable Relief Period when the Applicable Maximum Level is 3.75 to 1.00;Operating Loss.
Appears in 1 contract
Sources: Revolving Loan Agreement (Kaufman & Broad Home Corp)
Consolidated Leverage Ratio. The ratio (the “Consolidated Leverage Ratio”) of (a) all Debt of the Company and Subsidiaries on a consolidated basis Parent Issuer will not at any time permit the Consolidated Leverage Ratio as of the end of any fiscal quarter of the Parent Issuer to (b) Consolidated EBITDA for the period of four consecutive fiscal quarters then or most recently ended to exceed be greater than 3.25 to 1.00; provided, however, that:
that if an Acquisition Event shall have occurred during such fiscal quarter (i) at or during any time after the expiration of the Special Relief Period (as defined belowfour consecutive fiscal quarter period that includes such fiscal quarter), but only if the Parent Issuer shall have the right, subject to compliance with the following sentence, to permit the Consolidated Leverage Ratio at such time has been equal to or less than exceed 3.25 to 1.00, so long as (a) it does not exceed 3.50 to 1.00 (the “Elevated Ratio”) and (b) it does not exceed 3.25 to 1.00 at all times during at least for more than four (4) consecutive full fiscal quarters, in connection with any Acquisition that is not a Hostile Acquisition and that is in an Eligible Business Line for which . If the aggregate purchase consideration equals or exceeds $75,000,000, Parent Issuer should desire to apply the maximum permitted Consolidated Leverage Ratio, Elevated Ratio at the election of the Company, with prior written notice from the Company to the holders of the Notes, shall increase to 3.90 to 1.00, on one occasion during the term of this Agreement, for the period beginning on the date of the consummation of such Acquisition and continuing until the fourth consecutive fiscal quarter end which occurs on or after the date of the consummation of such Acquisition, provided that the coupon (including the applicable default rate) for the Notes shall automatically, without further consent or other action of any Person, be deemed to be increased by 0.45% per annum during such period (and shall automatically, without further consent or other action of any Person, be deemed to return to the original coupon (including the applicable default rate) after the end of such period);
a particular fiscal quarter as contemplated by the preceding proviso, the Company or the Parent Issuer, as applicable, must (iiA) at any time after the expiration of the Special Relief Period (as defined below), but only if the Consolidated Leverage Ratio at such time has been equal pay to or less than 3.25 to 1.00 at all times during at least four consecutive full fiscal quarters, in connection with any purchase or construction each holder of a new container ship for which the aggregate purchase consideration or construction cost equals or exceeds $125,000,000Note, as additional interest, the maximum permitted Consolidated Leverage Ratio, at Interest Rate Adjustment for such Interest Rate Adjustment Period on the unpaid principal balance of such Note on the earlier to occur of (1) the 18th day of April or October next succeeding the Parent Issuer’s election to apply the Elevated Ratio or (2) the date the Notes have become due and payable as a result of the Company, with prior written notice from the Company their maturity or acceleration and (B) deliver to the holders of the Notes delivered by the Company prior to the Specified Date (as defined below) and specifying therein such Specified Date, shall increase to 3.50 to 1.00, on one occasion during the term of this Agreement, for the period beginning on a date determined by the Company between the commencement of payment for such container ship and delivery of such container ship (the “Specified Date”) and continuing until the fourth consecutive fiscal quarter end which occurs on or after the Specified Date, provided that the coupon (including the applicable default rate) for the Notes shall automatically, without further consent or other action of any Person, be deemed to be increased by 0.20% per annum during such period (and shall automatically, without further consent or other action of any Person, be deemed to return to the original coupon (including the applicable default rate) after the end of such period);
(iii) at any time and from time to time (but subject to the next succeeding clauses (iv), (v), (vi), (vii), (viii) and (ix)) during the Special Relief Period (as defined below) in connection with any purchase or construction of one or more new container ships for which the aggregate purchase consideration or construction cost per ship equals or exceeds $125,000,000 (each, a “Qualifying Ship”), the maximum permitted Consolidated Leverage Ratio, at the election of the Company effective as of the last day of a fiscal quarter occurring during the Special Relief Period (through the Company’s delivery, no later than 20 days after the last day of the applicable fiscal quarter, of a written notice to the holders from a Senior Financial Officer of the NotesParent Issuer (1) complying with Section 7.2(a) hereof, (2) stating that the Company Parent Issuer is electing an “Applicable Relief Period” and specifying applying the beginning and ending dates thereof (each, an “Applicable Relief Period Notice”), shall increase to the Applicable Maximum Level Elevated Ratio for the period beginning on the last day of the applicable such fiscal quarter and continuing until (3) certifying that there has been an Acquisition Event during the day immediately preceding the last day of the next succeeding first fiscal quarter (the “Applicable Relief Period”);
(iv) the Company may deliver no more than seven (7) Applicable Relief Period Notices during the Special Relief Period (and if the Company delivers more than one (1) Applicable Relief Period Notice, then all Applicable Relief Period Notices must cover consecutive Applicable Relief Periods), and each Applicable Relief Period Notice will specify the Applicable Maximum Level for purpose of the Applicable Relief Period selected in any such Applicable Relief Period Notice;
(v) (a) the “Special Relief Period” shall mean a period of two consecutive years, occurring during the three-year period from December 31, 2017 through December 30, 2020 (or a lesser period of time if the Special Relief Period begins after December 31, 2018), and triggered to begin at the election of the Company effective as of the last day of a four fiscal quarter during such three-year period (through the Company’s delivery, on a one-time basis and no later than 20 days after the last day of the applicable fiscal quarter, of a written notice to the holders of the Notes, stating that the Company is electing the “Special Relief Period” and specifying the beginning and ending dates thereof) (a “Special Relief Period Notice”); (b) the “Applicable Maximum Level” shall mean (x) 3.50 to 1.00, or (y) 3.75 to 1.00, provided that (1) the Company may elect the Applicable Maximum Level of 3.75 to 1.00 only for up to three consecutive Applicable Relief Periods, and (2) the Company may elect an Applicable Maximum Level of 3.50 to 1.00 for any or all of the Applicable Relief Periods; and (c) the “Applicable Coupon Adjustment”) means 0.25% per annum during any Applicable Relief Period when the Applicable Maximum Level is 3.50 to 1.00, or 0.50% per annum during any Applicable Relief Period when the Applicable Maximum Level is 3.75 to 1.00;period.
Appears in 1 contract
Sources: Note Purchase and Guaranty Agreement (Teledyne Technologies Inc)
Consolidated Leverage Ratio. The ratio (the “Consolidated Leverage Ratio”) of (a) all Debt of the Company and Subsidiaries on a consolidated basis at any time to (b) Consolidated EBITDA for the period of four consecutive fiscal quarters then or most recently ended to exceed 3.25 to 1.00; provided, however, that:
(i) at any time after the expiration of the Special Relief Period (as defined below), but only if the Consolidated Leverage Ratio at such time has been equal to or less than 3.25 to 1.00 at all times during at least four consecutive full fiscal quarters, in connection with any Acquisition that is not a Hostile Acquisition and that is in an Eligible Business Line for which the aggregate purchase consideration equals or exceeds $75,000,000, the maximum permitted Consolidated Leverage Ratio, at the election of the Company, with prior written notice from the Company to the holders of the Notes, shall increase to 3.90 to 1.00, on one occasion during the term of this Agreement, for the period beginning on the date of the consummation of such Acquisition and continuing until the fourth consecutive fiscal quarter end which occurs on or after the date of the consummation of such Acquisition, provided that the coupon (including the applicable default rate) for the Notes shall automatically, without further consent or other action of any Person, be deemed to be increased by 0.45% per annum during such period (and shall automatically, without further consent or other action of any Person, be deemed to return to the original coupon (including the applicable default rate) after the end of such period);
(ii) at any time after the expiration of the Special Relief Period (as defined below), but only if the Consolidated Leverage Ratio at such time has been equal to or less than 3.25 to 1.00 at all times during at least four consecutive full fiscal quarters, in connection with any purchase or construction of a new container ship for which the aggregate purchase consideration or construction cost equals or exceeds $125,000,000, the maximum permitted Consolidated Leverage Ratio, at the election of the Company, with prior written notice from the Company to the holders of the Notes delivered by the Company prior to the Specified Date (as defined below) and specifying therein such Specified Date, shall increase to 3.50 to 1.00, on one occasion during the term of this Agreement, for the period beginning on a date determined by the Company between the commencement of payment for such container ship and delivery of such container ship (the “Specified Date”) and continuing until the fourth consecutive fiscal quarter end which occurs on or after the Specified Date, provided that the coupon (including the applicable default rate) for the Notes shall automatically, without further consent or other action of any Person, be deemed to be increased by 0.20% per annum during such period (and shall automatically, without further consent or other action of any Person, be deemed to return to the original coupon (including the applicable default rate) after the end of such period);
(iii) at any time and from time to time (but subject to the next succeeding clauses (iv), (v), (vi), (vii), (viii) and (ix)) during the Special Relief Period (as defined below) in connection with any purchase or construction of one or more new container ships for which the aggregate purchase consideration or construction cost per ship equals or exceeds $125,000,000 (each, a “Qualifying Ship”), the maximum permitted Consolidated Leverage Ratio, at the election of the Company effective Parent will maintain as of the last day of each Measurement Period a fiscal quarter occurring during Consolidated Leverage Ratio of not more than 3.25:1.00; provided that, upon the Special Relief Period (through the Company’s delivery, no later than 20 days after the last day written notice of the applicable fiscal quarterParent (such notice, of which shall include a written notice to the holders listing of the Notesacquisitions so made, stating that the Company is electing an a “Applicable Relief Period” and specifying the beginning and ending dates thereof (each, an “Applicable Relief Period Covenant Reset Notice”), shall increase to the Applicable Maximum Level for the period beginning but without any action on the last day part of the applicable fiscal quarter and continuing until Administrative Agent or any Lender, at any time where during the day immediately preceding prior twelve-month period the last day Parent can demonstrate that it and/or any Subsidiaries of the next succeeding Parent have made acquisitions whose aggregate consideration equals or exceeds $500,000,000 (which amount of aggregate consideration is calculated consistent with past practice), the maximum Consolidated Leverage Ratio permitted under this Section 6.14(b) shall be automatically increased from 3.25 to 1.00 to 3.75 to 1.00 for a period of four fiscal quarter quarters (the a “Applicable Relief Covenant Reset Period”);
(iv) , commencing with the Company may deliver no more than seven (7) Applicable Relief Period Notices during the Special Relief Period (and if the Company delivers more than fiscal quarter in which one (1) Applicable Relief Period Notice, then all Applicable Relief Period Notices must cover consecutive Applicable Relief Periods), and each Applicable Relief Period Notice will specify the Applicable Maximum Level for purpose of the Applicable Relief Period selected subject acquisitions included in the Covenant Reset Notice is consummated; provided, further, that the Parent shall provide to the Administrative Agent such Applicable Relief Period Notice;
(v) (a) details with respect to such acquisitions as the “Special Relief Period” Administrative Agent, in its reasonable discretion, shall mean a period of two consecutive yearsrequest; provided, occurring during the three-year period from December 31further, 2017 through December 30, 2020 (or a lesser period of time if the Special Relief Period begins after December 31, 2018), and triggered to begin at the election of the Company effective as of the last day of a fiscal quarter during such three-year period (through the Company’s delivery, on a one-time basis and no later than 20 days that after the last day end of each Covenant Reset Period, the applicable fiscal quarter, of a written notice Parent shall deliver to the holders Administrative Agent an executed Compliance Certificate that shall evidence the Parent’s compliance with a Consolidated Leverage Ratio of the Notes, stating that the Company is electing the “Special Relief Period” and specifying the beginning and ending dates thereof) (a “Special Relief Period Notice”); (b) the “Applicable Maximum Level” shall mean (x) 3.50 to 1.00, or (y) 3.75 to 1.00, provided that (1) the Company may elect the Applicable Maximum Level of 3.75 to 1.00 only for up to three consecutive Applicable Relief Periods, and (2) the Company may elect an Applicable Maximum Level of 3.50 3.25 to 1.00 for any or all a full fiscal quarter following the end of such Covenant Reset Period before becoming entitled to make an additional Covenant Reset Notice (which, for the Applicable Relief Periods; and (c) avoidance of doubt, must nonetheless comply with the “Applicable Coupon Adjustment”) means 0.25% per annum during any Applicable Relief Period when the Applicable Maximum Level is 3.50 to 1.00, or 0.50% per annum during any Applicable Relief Period when the Applicable Maximum Level is 3.75 to 1.00;other requirements of this Section 6.14(b)).
Appears in 1 contract
Sources: Credit Agreement (Aon PLC)
Consolidated Leverage Ratio. The ratio (the “Consolidated Leverage Ratio”) of (a) all Debt of the Company and Subsidiaries on a consolidated basis at any time to (b) Consolidated EBITDA for the period of four consecutive fiscal quarters then or most recently ended to exceed 3.25 to 1.00; provided, however, that:
(i) at any time after the expiration of the Special Relief Period (as defined below), but only if the Consolidated Leverage Ratio at such time has been equal to or less than 3.25 to 1.00 at all times during at least four consecutive full fiscal quarters, in connection with any Acquisition that is not a Hostile Acquisition and that is in an Eligible Business Line for which the aggregate purchase consideration equals or exceeds $75,000,000, the maximum permitted Consolidated Leverage Ratio, at the election of the Company, with prior written notice from the Company to the holders of the Notes, shall increase to 3.90 to 1.00, on one occasion during the term of this Agreement, for the period beginning on the date of the consummation of such Acquisition and continuing until the fourth consecutive fiscal quarter end which occurs on or after the date of the consummation of such Acquisition, provided that the coupon (including the applicable default rate) for the Notes shall automatically, without further consent or other action of any Person, be deemed to be increased by 0.45% per annum during such period (and shall automatically, without further consent or other action of any Person, be deemed to return to the original coupon (including the applicable default rate) after the end of such period);
(ii) at any time after the expiration of the Special Relief Period (as defined below), but only if the Consolidated Leverage Ratio at such time has been equal to or less than 3.25 to 1.00 at all times during at least four consecutive full fiscal quarters, in connection with any purchase or construction of a new container ship for which the aggregate purchase consideration or construction cost equals or exceeds $125,000,000, the maximum permitted Consolidated Leverage Ratio, at the election of the Company, with prior written notice from the Company to the holders of the Notes delivered by the Company prior to the Specified Date (as defined below) and specifying therein such Specified Date, shall increase to 3.50 to 1.00, on one occasion during the term of this Agreement, for the period beginning on a date determined by the Company between the commencement of payment for such container ship and delivery of such container ship (the “Specified Date”) and continuing until the fourth consecutive fiscal quarter end which occurs on or after the Specified Date, provided that the coupon (including the applicable default rate) for the Notes shall automatically, without further consent or other action of any Person, be deemed to be increased by 0.20% per annum during such period (and shall automatically, without further consent or other action of any Person, be deemed to return to the original coupon (including the applicable default rate) after the end of such period);
(iii) at any time and from time to time (but subject to the next succeeding clauses (iv), (v), (vi), (vii), (viii) and (ix)) during the Special Relief Period (as defined below) in connection with any purchase or construction of one or more new container ships for which the aggregate purchase consideration or construction cost per ship equals or exceeds $125,000,000 (each, a “Qualifying Ship”), the maximum permitted Consolidated Leverage Ratio, at the election of the Company effective Parent will maintain as of the last day of each Measurement Period a fiscal quarter occurring during Consolidated Leverage Ratio of not more than 3.25:1.00; provided that, upon the Special Relief Period (through the Company’s delivery, no later than 20 days after the last day written notice of the applicable fiscal quarterParent (such notice, of which shall include a written notice to the holders listing of the Notesacquisitions so made, stating that the Company is electing an a “Applicable Relief Period” and specifying the beginning and ending dates thereof (each, an “Applicable Relief Period Covenant Reset Notice”), shall increase to but without any action on the Applicable Maximum Level part of the Administrative Agent or any Lender, at any time where during the prior twelve month period the Parent can demonstrate that it and/or any Subsidiaries of the Parent have made acquisitions whose aggregate consideration equals or exceeds $500,000,000, which amount of aggregate consideration is calculated consistently with the Parent’s reporting standard of “Acquisitions of businesses, net of cash acquired” used in its cash flow statement for the period beginning on the last day of the applicable fiscal quarter and continuing until the day immediately preceding the last day of the next succeeding fiscal quarter (the “Applicable Relief Period”);
(iv) the Company may deliver no more than seven (7) Applicable Relief Period Notices during the Special Relief Period (and if the Company delivers more than one (1) Applicable Relief Period Notice, then all Applicable Relief Period Notices must cover consecutive Applicable Relief Periods), and each Applicable Relief Period Notice will specify the Applicable Maximum Level for purpose of the Applicable Relief Period selected in such Applicable Relief Period Notice;
(v) (a) the “Special Relief Period” shall mean a period of two consecutive years, occurring during the three-year period from ended December 31, 2017 through December 30, 2020 (or a lesser 2013 and Management’s Discussion & Analysis of Financial Condition and Results of Operations included with the financial reports for the period of time if the Special Relief Period begins after ended December 31, 20182013 (without duplication of any acquisition that was included in any previous Covenant Reset Notice), and triggered to begin at the election of the Company effective as of the last day of a fiscal quarter during such three-year period (through the Company’s delivery, on a one-time basis and no later than 20 days after the last day of the applicable fiscal quarter, of a written notice to the holders of the Notes, stating that the Company is electing the “Special Relief Period” and specifying the beginning and ending dates thereofmaximum Consolidated Leverage Ratio permitted under this Section 6.14.2(b) (a “Special Relief Period Notice”); (b) the “Applicable Maximum Level” shall mean (x) 3.50 to 1.00, or (y) 3.75 to 1.00, provided that (1) the Company may elect the Applicable Maximum Level of 3.75 be automatically increased from 3.25 to 1.00 only for up to three consecutive Applicable Relief Periods, and (2) the Company may elect an Applicable Maximum Level of 3.50 to 1.00 for any or all a period of four fiscal quarters (a “Covenant Reset Period”), commencing with the fiscal quarter in which one of the Applicable Relief Periods; and subject acquisitions included in the Covenant Reset Request is consummated; provided, further, that the Parent shall provide to the Administrative Agent such details with respect to such acquisitions as the Administrative Agent, in its reasonable discretion, shall request; provided, further, that after the end of each Covenant Reset Period, the Parent shall deliver to the Administrative Agent an executed Compliance Certificate that shall evidence the Parent’s compliance with a Consolidated Leverage Ratio of 3.25 to 1.00 for a full fiscal quarter following the end of such Covenant Reset Period before becoming entitled to make an additional Covenant Reset Request (c) which, for the “Applicable Coupon Adjustment”) means 0.25% per annum during any Applicable Relief Period when avoidance of doubt, must nonetheless comply with the Applicable Maximum Level is 3.50 to 1.00, or 0.50% per annum during any Applicable Relief Period when the Applicable Maximum Level is 3.75 to 1.00;other requirements of this Section 6.14.2(b)).
Appears in 1 contract
Sources: Five Year Credit Agreement
Consolidated Leverage Ratio. The ratio (Permit the “Consolidated Leverage Ratio”) of (a) all Debt , as of the Company and Subsidiaries on a consolidated basis at end of any time to (b) Consolidated EBITDA fiscal quarter of the Borrower for the four quarter period ending on such date, to be greater than 4.00 to 1.0; provided that for any fiscal quarter of four consecutive fiscal quarters then the Borrower ending on or most recently ended to exceed 3.25 to 1.00; provided, however, that:
(i) at any time after the expiration fifth fiscal quarter ending after the date of the Special Relief Period (as defined below)initial Borrowing, but only if the Borrower shall not permit the Consolidated Leverage Ratio at for the four quarter period ending on such time has been equal date to be greater than 3.75:1.0; provided, further, that (x) upon the occurrence of a Qualified Acquisition in any fiscal quarter ending on or less than 3.25 to 1.00 at all times after the fifth fiscal quarter ending after the Closing Date, for each of the four (4) fiscal quarters of the Borrower immediately following such Qualified Acquisition, commencing with the fiscal quarter during at least four consecutive full fiscal quarters, in connection with any which such Qualified Acquisition that is not a Hostile Acquisition and that is in an Eligible Business Line for which consummated (the aggregate purchase consideration equals or exceeds $75,000,000“Leverage Increase Period”), the maximum permitted Consolidated Leverage Ratioratio set forth above shall, at the election of the Company, with prior written notice from the Company to the holders of the Notes, shall increase to 3.90 to 1.00, on one occasion during the term of this Agreement, for the period beginning on the date of the consummation of such Acquisition and continuing until the fourth consecutive fiscal quarter end which occurs on or after the date of the consummation of such Acquisition, provided that the coupon (including the applicable default rate) for the Notes shall automatically, without further consent or other action of any PersonBorrower, be deemed increased to be increased by 0.45% per annum during such period 4.25 to 1.0 and (and shall automaticallyy) if the Borrower requests a Leverage Increase Period, without further consent or other action of any Person, be deemed to return to then the original coupon (including the applicable default rate) after the end of such period);
(ii) at any time after the expiration of the Special Relief next request for a Leverage Increase Period (as defined below), but only if may not occur until the Consolidated Leverage Ratio at such time required to be maintained pursuant to this Section 7.06(a) has been equal at or below 3.75 to or less than 3.25 to 1.00 at all times during 1.0 for at least four consecutive full fiscal quarters, in connection with any purchase or construction of a new container ship for which the aggregate purchase consideration or construction cost equals or exceeds $125,000,000, the maximum permitted Consolidated Leverage Ratio, at the election of the Company, with prior written notice from the Company to the holders of the Notes delivered by the Company prior to the Specified Date (as defined below) and specifying therein such Specified Date, shall increase to 3.50 to 1.00, on one occasion during the term of this Agreement, for the period beginning on a date determined by the Company between the commencement of payment for such container ship and delivery of such container ship (the “Specified Date”) and continuing until the fourth consecutive fiscal quarter end which occurs on or after the Specified Date, provided that the coupon (including the applicable default rate) for the Notes shall automatically, without further consent or other action of any Person, be deemed to be increased by 0.20% per annum during such period (and shall automatically, without further consent or other action of any Person, be deemed to return to the original coupon (including the applicable default rate) after the end of such period);
(iii) at any time and from time to time (but subject to the next succeeding clauses (iv), (v), (vi), (vii), (viii) and (ix)) during the Special Relief Period (as defined below) in connection with any purchase or construction of one or more new container ships for which the aggregate purchase consideration or construction cost per ship equals or exceeds $125,000,000 (each, a “Qualifying Ship”), the maximum permitted Consolidated Leverage Ratio, at the election of the Company effective as of the last day of a fiscal quarter occurring during the Special Relief Period (through the Company’s delivery, no later than 20 days after the last day of the applicable fiscal quarter, of a written notice to the holders of the Notes, stating that the Company is electing an “Applicable Relief Period” and specifying the beginning and ending dates thereof (each, an “Applicable Relief Period Notice”), shall increase to the Applicable Maximum Level for the period beginning on the last day of the applicable fiscal quarter and continuing until the day immediately preceding the last day of the next succeeding fiscal quarter (the “Applicable Relief Period”);
(iv) the Company may deliver no more than seven (7) Applicable Relief Period Notices during the Special Relief Period (and if the Company delivers more than one (1) Applicable Relief Period Notice, then all Applicable Relief Period Notices must cover consecutive Applicable Relief Periods), and each Applicable Relief Period Notice will specify the Applicable Maximum Level for purpose of the Applicable Relief Period selected in such Applicable Relief Period Notice;
(v) (a) the “Special Relief Period” shall mean a period of two consecutive years, occurring during the three-year period from December 31, 2017 through December 30, 2020 (or a lesser period of time if the Special Relief Period begins after December 31, 2018), and triggered to begin at the election of the Company effective as of the last day of a fiscal quarter during such three-year period (through the Company’s delivery, on a one-time basis and no later than 20 days after the last day of the applicable fiscal quarter, of a written notice to the holders of the Notes, stating that the Company is electing the “Special Relief Period” and specifying the beginning and ending dates thereof) (a “Special Relief Period Notice”); (b) the “Applicable Maximum Level” shall mean (x) 3.50 to 1.00, or (y) 3.75 to 1.00, provided that (1) the Company may elect the Applicable Maximum Level of 3.75 to 1.00 only for up to three consecutive Applicable Relief Periods, and (2) fiscal quarters subsequent to the Company may elect an Applicable Maximum Level of 3.50 to 1.00 for any or all of the Applicable Relief Periods; and (c) the “Applicable Coupon Adjustment”) means 0.25% per annum during any Applicable Relief Period when the Applicable Maximum Level is 3.50 to 1.00, or 0.50% per annum during any Applicable Relief Period when the Applicable Maximum Level is 3.75 to 1.00;prior Leverage Increase Period.
Appears in 1 contract
Consolidated Leverage Ratio. The ratio (the “Consolidated Leverage Ratio”) of (a) all Debt of the Company and Subsidiaries on a consolidated basis at any time to (b) Consolidated EBITDA for the period of four consecutive fiscal quarters then or most recently ended to exceed 3.25 to 1.00; provided, however, that:
(i) at any time after the expiration of the Special Relief Period (as defined below), but only if Permit the Consolidated Leverage Ratio at such time has been equal to or less than 3.25 to 1.00 at all times during at least four consecutive full fiscal quarters, in connection with any Acquisition that is not a Hostile Acquisition and that is in an Eligible Business Line for which the aggregate purchase consideration equals or exceeds $75,000,000, the maximum permitted Consolidated Leverage Ratio, at the election of the Company, with prior written notice from the Company to the holders of the Notes, shall increase to 3.90 to 1.00, on one occasion during the term of this Agreement, for the period beginning on the date of the consummation of such Acquisition and continuing until the fourth consecutive fiscal quarter end which occurs on or after the date of the consummation of such Acquisition, provided that the coupon (including the applicable default rate) for the Notes shall automatically, without further consent or other action of any Person, be deemed to be increased by 0.45% per annum during such period (and shall automatically, without further consent or other action of any Person, be deemed to return to the original coupon (including the applicable default rate) after the end of such period);
(ii) at any time after the expiration of the Special Relief Period (as defined below), but only if the Consolidated Leverage Ratio at such time has been equal to or less than 3.25 to 1.00 at all times during at least four consecutive full fiscal quarters, in connection with any purchase or construction of a new container ship for which the aggregate purchase consideration or construction cost equals or exceeds $125,000,000, the maximum permitted Consolidated Leverage Ratio, at the election of the Company, with prior written notice from the Company to the holders of the Notes delivered by the Company prior to the Specified Date (as defined below) and specifying therein such Specified Date, shall increase to 3.50 to 1.00, on one occasion during the term of this Agreement, for the period beginning on a date determined by the Company between the commencement of payment for such container ship and delivery of such container ship (the “Specified Date”) and continuing until the fourth consecutive fiscal quarter end which occurs on or after the Specified Date, provided that the coupon (including the applicable default rate) for the Notes shall automatically, without further consent or other action of any Person, be deemed to be increased by 0.20% per annum during such period (and shall automatically, without further consent or other action of any Person, be deemed to return to the original coupon (including the applicable default rate) after the end of such period);
(iii) at any time and from time to time (but subject to the next succeeding clauses (iv), (v), (vi), (vii), (viii) and (ix)) during the Special Relief Period (as defined below) in connection with any purchase or construction of one or more new container ships for which the aggregate purchase consideration or construction cost per ship equals or exceeds $125,000,000 (each, a “Qualifying Ship”), the maximum permitted Consolidated Leverage Ratio, at the election of the Company effective as of the last day of a any fiscal quarter occurring to be greater than 3.50 to 1.00; provided that if the aggregate consideration paid in connection with any Permitted Acquisition, when taken together with the aggregate consideration for any previous Permitted Acquisitions since the First Amendment Closing Date, is in excess of $100,000,000, then the Company shall have the right to elect to increase the maximum permitted Consolidated Leverage Ratio required to be maintained by this Section 10.1(a) to 4.00 to 1.00 during the Special Relief Period fiscal quarter in which such acquisition is consummated (through the Company’s delivery“Trigger Quarter”) and each of the following three fiscal quarters following the Trigger Quarter (such period, no later than 20 days the “Elevated Ratio Period”) so long as (a) there is at least one fiscal quarter end after the last day end of each Elevated Ratio Period at which the applicable fiscal quarterConsolidated Leverage Ratio is less than or equal to 3.50 to 1.00, (b) there shall be no more than one Elevated Ratio Period in effect at any given time, (c) there shall be no more than two Elevated Ratio Periods during the term of this Agreement and (d) the aggregate consideration for the Permitted Acquisition giving rise to the second Elevated Ratio Period must be in excess of $5,000,000. Such election shall be made by the delivery of a written notice by the Company to the holders Purchasers making reference to this Section 10.1(a) and notifying the Purchasers of the Notes, stating that the Company is electing an “Applicable Relief Period” and specifying the beginning and ending dates thereof (each, an “Applicable Relief Period Notice”), shall increase to the Applicable Maximum Level for the period beginning on the last day of the applicable fiscal quarter and continuing until the day immediately preceding the last day of the next succeeding fiscal quarter (the “Applicable Relief Period”);
(iv) the Company may deliver no more than seven (7) Applicable Relief Period Notices during the Special Relief Period (and if the Company delivers more than one (1) Applicable Relief Period Notice, then all Applicable Relief Period Notices must cover consecutive Applicable Relief Periods), and each Applicable Relief Period Notice will specify the Applicable Maximum Level for purpose of the Applicable Relief Period selected in such Applicable Relief Period Notice;
(v) (a) the “Special Relief Period” shall mean a period of two consecutive years, occurring during the three-year period from December 31, 2017 through December 30, 2020 (or a lesser period of time if the Special Relief Period begins after December 31, 2018), and triggered to begin at the election of the Company effective as of the last day of a fiscal quarter during such three-year period (through the Company’s delivery, exercise of this right on a one-time basis and no later than 20 days after or prior to the last day date of the applicable fiscal quarter, actual or required delivery of a written notice the certificate required by Section 7.2 with respect to the holders of the Notes, stating that the Company is electing the “Special Relief Period” and specifying the beginning and ending dates thereof) (a “Special Relief Period NoticeTrigger Quarter.”); (b) the “Applicable Maximum Level” shall mean (x) 3.50 to 1.00, or (y) 3.75 to 1.00, provided that (1) the Company may elect the Applicable Maximum Level of 3.75 to 1.00 only for up to three consecutive Applicable Relief Periods, and (2) the Company may elect an Applicable Maximum Level of 3.50 to 1.00 for any or all of the Applicable Relief Periods; and (c) the “Applicable Coupon Adjustment”) means 0.25% per annum during any Applicable Relief Period when the Applicable Maximum Level is 3.50 to 1.00, or 0.50% per annum during any Applicable Relief Period when the Applicable Maximum Level is 3.75 to 1.00;
Appears in 1 contract
Sources: Note Purchase and Private Shelf Agreement (MGP Ingredients Inc)
Consolidated Leverage Ratio. The ratio (Permit the “Consolidated Leverage Ratio”) Ratio to be, at the end of (a) all Debt of the Company and Subsidiaries on a consolidated basis at any time to (b) Consolidated EBITDA for the period of four consecutive fiscal quarters then or most recently ended to exceed 3.25 Fiscal Quarter, greater than 2.25 to 1.00; provided, however, provided that:
(ia) at any time after in the expiration event that a portion of the Special Relief Period Commitments (as such term is defined below)in the Revolving Loan Agreement) of $30,000,000 or more is used to finance Acquisitions during any three consecutive Fiscal Quarters by Borrower or its Subsidiaries, but only if the Consolidated Leverage Ratio at such time has been equal foregoing maximum permitted ratio may, upon the request of Borrower to or less than 3.25 the Administrative Agent, be increased to 2.65 to 1.00 at all times during at least four consecutive full fiscal quarters, in connection with any Acquisition that is not a Hostile Acquisition and that is in an Eligible Business Line for which the aggregate purchase consideration equals or exceeds $75,000,000, the maximum permitted Consolidated Leverage Ratio, at the election of the Company, with prior written notice from the Company to the holders of the Notes, shall increase to 3.90 to 1.00, on one occasion during the term of this Agreement, for the period beginning on the date of the consummation of such Acquisition and continuing until the fourth three (3) consecutive fiscal quarter end which occurs on or Fiscal Quarters next ending after the date of the consummation of such Acquisition, provided that (i) an increase under this clause (a) has not been in effect with respect to any of the coupon four (including 4) Fiscal Quarters prior to the first Fiscal Quarter for which an adjustment is to be made, (ii) Borrower's request is accompanied by 12-month cash flow, balance sheet and income statement projections, reasonably acceptable to the Administrative Agent and for delivery to the Banks, demonstrating that, giving effect to the Acquisition and to Borrower's election under this Section, Borrower will be in compliance with Sections 6.9, 6.10 and 6.11 for at least the next ending four (4) Fiscal Quarters and (iii) Borrower must remain in compliance with Section 6.11 (without giving effect to any adjustment permitted thereunder) during each Fiscal Quarter for which an adjustment is applicable default rateunder this Section 6.10(a);
(b) for if an election under Section 6.10(a) is not then in effect, the Notes shall automaticallyforegoing ratio shall, without further consent or other action of any Personif needed, be deemed increased to be increased by 0.45% per annum during such 2.50 to 1.00 for a period of up to two (and shall automatically2) consecutive Fiscal Quarters, without further consent or other action provided that (i) this clause (b) has not been in effect with respect to any of any Person, be deemed to return the four (4) Fiscal Quarters prior to the original coupon first Fiscal Quarter for which an adjustment is needed, (including ii) no other Default or Event of Default then exists, (iii) Borrower furnishes to the applicable default rate) Administrative Agent no later than 60 days after the end of the first Fiscal Quarter for which such period);
(ii) at any time after adjustment is needed, 12-month cash flow, balance sheet and income statement projections, reasonably acceptable to the expiration of Administrative Agent and for delivery to the Special Relief Period (as defined below)Banks, but only if the Consolidated Leverage Ratio at such time has been equal to or less than 3.25 to 1.00 at all times during demonstrating that Borrower will be in compliance with Sections 6.9, 6.10 and 6.11 for at least four consecutive full fiscal quartersthe next ending two (2) Fiscal Quarters, in connection with any purchase or construction (iv) as of a new container ship for which the aggregate purchase consideration or construction cost equals or exceeds $125,000,000, the maximum permitted Consolidated Leverage Ratio, at the election of the Company, with prior written notice from the Company to the holders of the Notes delivered by the Company prior to the Specified Date (as defined below) and specifying therein such Specified Date, shall increase to 3.50 to 1.00, on one occasion during the term of this Agreement, for the period beginning on a date determined by the Company between the commencement of payment for such container ship and delivery of such container ship (the “Specified Date”) and continuing until the fourth consecutive fiscal quarter end which occurs on or after the Specified Date, provided that the coupon (including the applicable default rate) for the Notes shall automatically, without further consent or other action of any Person, be deemed to be increased by 0.20% per annum during such period (and shall automatically, without further consent or other action of any Person, be deemed to return to the original coupon (including the applicable default rate) after the end of each Fiscal Quarter for which such period);adjustment is applicable, the Consolidated Interest Coverage Ratio is not less than 2.50 to 1.00 and (v) Borrower has not incurred Operating Losses for the first Fiscal Quarter for which such adjustment is needed and the immediately preceding Fiscal Quarter; and
(iiic) at any time and from time to time (but subject to the next succeeding clauses (iv), (v), (vi), (vii), (viiinotwithstanding Section 6.10(a) and (ix)) during the Special Relief Period (as defined below) in connection with any purchase or construction of one or more new container ships for which the aggregate purchase consideration or construction cost per ship equals or exceeds $125,000,000 (each, a “Qualifying Ship”6.10(b), the maximum permitted Consolidated Leverage Ratio, at the election of the Company effective foregoing ratio shall automatically be reduced to 1.75 to 1.00 as of the last day end of a fiscal quarter occurring during any Fiscal Quarter if Borrower has incurred an Operating Loss for that Fiscal Quarter and the Special Relief Period (through the Company’s delivery, no later than 20 days after the last day of the applicable fiscal quarter, of a written notice immediately preceding Fiscal Quarter and shall remain at 1.75 to the holders of the Notes, stating that the Company is electing an “Applicable Relief Period” and specifying the beginning and ending dates thereof (each, an “Applicable Relief Period Notice”), shall increase to the Applicable Maximum Level for the period beginning on the last day of the applicable fiscal quarter and continuing 1.00 until the day immediately preceding the last day of the next succeeding fiscal quarter (the “Applicable Relief Period”);
(iv) the Company may deliver first Fiscal Quarter thereafter for which there is no more than seven (7) Applicable Relief Period Notices during the Special Relief Period (and if the Company delivers more than one (1) Applicable Relief Period Notice, then all Applicable Relief Period Notices must cover consecutive Applicable Relief Periods), and each Applicable Relief Period Notice will specify the Applicable Maximum Level for purpose of the Applicable Relief Period selected in such Applicable Relief Period Notice;
(v) (a) the “Special Relief Period” shall mean a period of two consecutive years, occurring during the three-year period from December 31, 2017 through December 30, 2020 (or a lesser period of time if the Special Relief Period begins after December 31, 2018), and triggered to begin at the election of the Company effective as of the last day of a fiscal quarter during such three-year period (through the Company’s delivery, on a one-time basis and no later than 20 days after the last day of the applicable fiscal quarter, of a written notice to the holders of the Notes, stating that the Company is electing the “Special Relief Period” and specifying the beginning and ending dates thereof) (a “Special Relief Period Notice”); (b) the “Applicable Maximum Level” shall mean (x) 3.50 to 1.00, or (y) 3.75 to 1.00, provided that (1) the Company may elect the Applicable Maximum Level of 3.75 to 1.00 only for up to three consecutive Applicable Relief Periods, and (2) the Company may elect an Applicable Maximum Level of 3.50 to 1.00 for any or all of the Applicable Relief Periods; and (c) the “Applicable Coupon Adjustment”) means 0.25% per annum during any Applicable Relief Period when the Applicable Maximum Level is 3.50 to 1.00, or 0.50% per annum during any Applicable Relief Period when the Applicable Maximum Level is 3.75 to 1.00;Operating Loss.
Appears in 1 contract
Consolidated Leverage Ratio. The ratio (the “Consolidated Leverage Ratio”) of (a) all Debt of the Company and Subsidiaries on a consolidated basis at any time to (b) Consolidated EBITDA for the period of four consecutive fiscal quarters then or most recently ended to exceed 3.25 to 1.00; provided, however, that:
(i) at any time after the expiration of the Special Relief Period (as defined below), but only if the Consolidated Leverage Ratio at such time has been equal to or less than 3.25 to 1.00 at all times during at least four consecutive full fiscal quarters, in connection with any Acquisition that is not a Hostile Acquisition and that is in an Eligible Business Line for which the aggregate purchase consideration equals or exceeds $75,000,000, the maximum permitted Consolidated Leverage Ratio, at the election of the Company, with prior written notice from the Company to the holders of the Notes, shall increase to 3.90 to 1.00, on one occasion during the term of this Agreement, for the period beginning on the date of the consummation of such Acquisition and continuing until the fourth consecutive fiscal quarter end which occurs on or after the date of the consummation of such Acquisition, provided that the coupon (including the applicable default rate) for the Notes shall automatically, without further consent or other action of any Person, be deemed to be increased by 0.45% per annum during such period (and shall automatically, without further consent or other action of any Person, be deemed to return to the original coupon (including the applicable default rate) after the end of such period);
(ii) at any time after the expiration of the Special Relief Period (as defined below), but only if the Consolidated Leverage Ratio at such time has been equal to or less than 3.25 to 1.00 at all times during at least four consecutive full fiscal quarters, in connection with any purchase or construction of a new container ship for which the aggregate purchase consideration or construction cost equals or exceeds $125,000,000, the maximum permitted Consolidated Leverage Ratio, at the election of the Company, with prior written notice from the Company to the holders of the Notes delivered by the Company prior to the Specified Date (as defined below) and specifying therein such Specified Date, shall increase to 3.50 to 1.00, on one occasion during the term of this Agreement, for the period beginning on a date determined by the Company between the commencement of payment for such container ship and delivery of such container ship (the “Specified Date”) and continuing until the fourth consecutive fiscal quarter end which occurs on or after the Specified Date, provided that the coupon (including the applicable default rate) for the Notes shall automatically, without further consent or other action of any Person, be deemed to be increased by 0.20% per annum during such period (and shall automatically, without further consent or other action of any Person, be deemed to return to the original coupon (including the applicable default rate) after the end of such period);
(iii) at any time and from time to time (but subject to the next succeeding clauses (iv), (v), (vi), (vii), (viii) and (ix)) during the Special Relief Period (as defined below) in connection with any purchase or construction of one or more new container ships for which the aggregate purchase consideration or construction cost per ship equals or exceeds $125,000,000 (each, a “Qualifying Ship”), the maximum permitted Consolidated Leverage Ratio, at the election of the Company effective Parent will maintain as of the last day of each Measurement Period a fiscal quarter occurring during Consolidated Leverage Ratio of not more than 3.25:1.00; provided that, upon the Special Relief Period (through the Company’s delivery, no later than 20 days after the last day written notice of the applicable fiscal quarterParent (such notice, of which shall include a written notice to the holders listing of the Notesacquisitions so made, stating that the Company is electing an a “Applicable Relief Period” and specifying the beginning and ending dates thereof (each, an “Applicable Relief Period Covenant Reset Notice”), shall increase to the Applicable Maximum Level for the period beginning but without any action on the last day part of the applicable fiscal quarter and continuing until Administrative Agent or any Lender, at any time where during the day immediately preceding prior twelve monthtwelve-month period the last day Parent can demonstrate that it and/or any Subsidiaries of the next succeeding fiscal quarter Parent have made acquisitions whose aggregate consideration equals or exceeds $500,000,000 (the “Applicable Relief Period”);
(iv) the Company may deliver no more than seven (7) Applicable Relief Period Notices during the Special Relief Period (and if the Company delivers more than one (1) Applicable Relief Period Notice, then all Applicable Relief Period Notices must cover consecutive Applicable Relief Periodswithout duplication of any acquisition that was included in any previous Covenant Reset Noticewhich amount of aggregate consideration is calculated consistent with past practice), and each Applicable Relief Period Notice will specify the Applicable Maximum Level for purpose of the Applicable Relief Period selected in such Applicable Relief Period Notice;
(vmaximum Consolidated Leverage Ratio permitted under this Section 6.14(b) (a) the “Special Relief Period” shall mean a period of two consecutive years, occurring during the three-year period be automatically increased from December 31, 2017 through December 30, 2020 (or a lesser period of time if the Special Relief Period begins after December 31, 2018), and triggered to begin at the election of the Company effective as of the last day of a fiscal quarter during such three-year period (through the Company’s delivery, on a one-time basis and no later than 20 days after the last day of the applicable fiscal quarter, of a written notice to the holders of the Notes, stating that the Company is electing the “Special Relief Period” and specifying the beginning and ending dates thereof) (a “Special Relief Period Notice”); (b) the “Applicable Maximum Level” shall mean (x) 3.50 to 1.00, or (y) 3.75 to 1.00, provided that (1) the Company may elect the Applicable Maximum Level of 3.75 3.25 to 1.00 only for up to three consecutive Applicable Relief Periods, and (2) the Company may elect an Applicable Maximum Level of 3.50 to 1.00 for any or all a period of four fiscal quarters (a “Covenant Reset Period”), commencing with the fiscal quarter in which one of the Applicable Relief Periodssubject acquisitions included in the Covenant Reset RequestNotice is consummated; and provided, further, that the Parent shall provide to the Administrative Agent such details with respect to such acquisitions as the Administrative Agent, in its reasonable discretion, shall request; provided, further, that after the end of each Covenant Reset Period, the Parent shall deliver to the Administrative Agent an executed Compliance Certificate that shall evidence the Parent’s compliance with a Consolidated Leverage Ratio of 3.25 to 1.00 for a full fiscal quarter following the end of such Covenant Reset Period before becoming entitled to make an additional Covenant Reset RequestNotice (c) which, for the “Applicable Coupon Adjustment”) means 0.25% per annum during any Applicable Relief Period when avoidance of doubt, must nonetheless comply with the Applicable Maximum Level is 3.50 to 1.00, or 0.50% per annum during any Applicable Relief Period when the Applicable Maximum Level is 3.75 to 1.00;other requirements of this Section 6.14(b)).
Appears in 1 contract
Sources: Five Year Credit Agreement (Aon PLC)
Consolidated Leverage Ratio. The ratio (Permit the “Consolidated Leverage Ratio”) of (a) all Debt Ratio as of the Company and Subsidiaries on a consolidated basis at end of any time fiscal quarter of the Borrower to (b) Consolidated EBITDA for the period of four consecutive fiscal quarters then or most recently ended to exceed 3.25 be greater than 4.00 to 1.00; provided, however, that:
(i) at any time after that upon the expiration consummation of the Special Relief Period (as defined below), but only if the Consolidated Leverage Ratio at such time has been equal to or less than 3.25 to 1.00 at all times during at least four consecutive full fiscal quarters, in connection with any Acquisition that is not a Hostile Permitted Material Acquisition and that is in an Eligible Business Line for which upon the aggregate purchase consideration equals or exceeds $75,000,000, the maximum permitted Consolidated Leverage Ratio, at the written election of the Company, with prior written notice from the Company to the holders of the Notes, shall increase to 3.90 to 1.00, on one occasion Borrower (which may be exercised not more than two (2) times during the term of this Agreement) to the Administrative Agent (which shall promptly notify the Lenders), the Borrower may increase the maximum Consolidated Leverage Ratio (and increase the Consolidated Senior Leverage Ratio pursuant to clause (c) hereof) to (i) 4.50 to 1.00 for the period beginning on next two (2) full fiscal quarters following the date of the consummation of such Permitted Material Acquisition and continuing until (ii) 4.25 to 1.00 for the third and fourth consecutive full fiscal quarter end which occurs on or after quarters following the date of the consummation of such AcquisitionPermitted Material Acquisition (the “Adjusted Consolidated Leverage Ratio”) (it being understood that, provided that in the coupon (including event an additional Permitted Material Acquisition is consummated during the applicable default rate) for period set forth in this proviso, a second such written election may be made by the Notes shall automaticallyBorrower, without further consent or other action of any Person, be deemed to be increased by 0.45% per annum during such period (and shall automatically, without further consent or other action of any Person, be deemed to return to the original coupon (including the applicable default rate) after the end of such period);
(ii) at any time after the expiration of the Special Relief Period (as defined below), but only if whereupon the Consolidated Leverage Ratio at such time has been equal to or less than 3.25 to 1.00 at all times during at least four consecutive full fiscal quarters, in connection with any purchase or construction of a new container ship for which the aggregate purchase consideration or construction cost equals or exceeds $125,000,000, the maximum permitted Consolidated Leverage Ratio, at the election of the Company, with prior written notice from the Company to the holders of the Notes delivered by the Company prior to the Specified Date (as defined below) and specifying therein such Specified Date, shall increase to 3.50 to 1.00, on one occasion during the term of this Agreement, for the period beginning on a date determined by the Company between the commencement of payment for such container ship and delivery of such container ship (the “Specified Date”) and continuing until the fourth consecutive fiscal quarter end which occurs on or after the Specified Date, provided that the coupon (including the applicable default rate) for the Notes shall automatically, without further consent or other action of any Person, be deemed to be increased by 0.20% per annum during such period (and shall automatically, without further consent or other action of any Person, be deemed to return to the original coupon (including the applicable default rate) after the end of such period);
(iii) at any time and from time to time (but subject to the next succeeding as set forth in clauses (iv), (v), (vi), (vii), (viiii) and (ixii) with respect to the successive four (4) full fiscal quarters following such second Permitted Material Acquisition)) during the Special Relief Period (as defined below) in connection with any purchase or construction of one or more new container ships for which the aggregate purchase consideration or construction cost per ship equals or exceeds $125,000,000 (each, a “Qualifying Ship”), the maximum permitted . The Adjusted Consolidated Leverage Ratio, at the election of the Company Ratio shall be effective as of the last day date of a fiscal quarter occurring during the Special Relief Period (through the Company’s delivery, no later than 20 days after the last day consummation of the applicable fiscal quarterPermitted Material Acquisition (including, of a written notice to without limitation, for determining pro forma compliance with the holders of the Notes, stating that the Company is electing an “Applicable Relief Period” and specifying the beginning and ending dates thereof (each, an “Applicable Relief Period Notice”requirements this Agreement for such Permitted Material Acquisition), shall increase to the Applicable Maximum Level for the period beginning on the last day of the applicable fiscal quarter and continuing until the day immediately preceding the last day of the next succeeding fiscal quarter (the “Applicable Relief Period”);
(iv) the Company may deliver no more than seven (7) Applicable Relief Period Notices during the Special Relief Period (and if the Company delivers more than one (1) Applicable Relief Period Notice, then all Applicable Relief Period Notices must cover consecutive Applicable Relief Periods), and each Applicable Relief Period Notice will specify the Applicable Maximum Level for purpose of the Applicable Relief Period selected in such Applicable Relief Period Notice;
(v) (a) the “Special Relief Period” shall mean a period of two consecutive years, occurring during the three-year period from December 31, 2017 through December 30, 2020 (or a lesser period of time if the Special Relief Period begins after December 31, 2018), and triggered to begin at the election of the Company effective as of the last day of a fiscal quarter during such three-year period (through the Company’s delivery, on a one-time basis and no later than 20 days after the last day of the applicable fiscal quarter, of a written notice to the holders of the Notes, stating that the Company is electing the “Special Relief Period” and specifying the beginning and ending dates thereof) (a “Special Relief Period Notice”); (b) the “Applicable Maximum Level” shall mean (x) 3.50 to 1.00, or (y) 3.75 to 1.00, provided that (1) the Company may elect the Applicable Maximum Level of 3.75 to 1.00 only for up to three consecutive Applicable Relief Periods, and (2) the Company may elect an Applicable Maximum Level of 3.50 to 1.00 for any or all of the Applicable Relief Periods; and (c) the “Applicable Coupon Adjustment”) means 0.25% per annum during any Applicable Relief Period when the Applicable Maximum Level is 3.50 to 1.00, or 0.50% per annum during any Applicable Relief Period when the Applicable Maximum Level is 3.75 to 1.00;.
Appears in 1 contract
Sources: Credit Agreement (Athenahealth Inc)
Consolidated Leverage Ratio. The ratio (the “Consolidated Leverage Ratio”) of (a) all Debt of the Company and Subsidiaries on a consolidated basis at any time to (b) Consolidated EBITDA for the period of four consecutive fiscal quarters then or most recently ended to exceed 3.25 to 1.00; provided, however, that:
(i) at any time after the expiration of the Special Relief Period (as defined below), but only if the Consolidated Leverage Ratio at such time has been equal to or less than 3.25 to 1.00 at all times during at least four consecutive full fiscal quarters, in connection with any Acquisition that is not a Hostile Acquisition and that is in an Eligible Business Line for which the aggregate purchase consideration equals or exceeds $75,000,000, the maximum permitted Consolidated Leverage Ratio, at the election of the Company, with prior written notice from the Company to the holders of the Notes, shall increase to 3.90 to 1.00, on one occasion during the term of this Agreement, for the period beginning on the date of the consummation of such Acquisition and continuing until the fourth consecutive fiscal quarter end which occurs on or after the date of the consummation of such Acquisition, provided that the coupon (including the applicable default rate) for the Notes shall automatically, without further consent or other action of any Person, be deemed to be increased by 0.45% per annum during such period (and shall automatically, without further consent or other action of any Person, be deemed to return to the original coupon (including the applicable default rate) after the end of such period);
(ii) at any time after the expiration of the Special Relief Period (as defined below), but only if the Consolidated Leverage Ratio at such time has been equal to or less than 3.25 to 1.00 at all times during at least four consecutive full fiscal quarters, in connection with any purchase or construction of a new container ship for which the aggregate purchase consideration or construction cost equals or exceeds $125,000,000, the maximum permitted Consolidated Leverage Ratio, at the election of the Company, with prior written notice from the Company to the holders of the Notes delivered by the Company prior to the Specified Date (as defined below) and specifying therein such Specified Date, shall increase to 3.50 to 1.00, on one occasion during the term of this Agreement, for the period beginning on a date determined by the Company between the commencement of payment for such container ship and delivery of such container ship (the “Specified Date”) and continuing until the fourth consecutive fiscal quarter end which occurs on or after the Specified Date, provided that the coupon (including the applicable default rate) for the Notes shall automatically, without further consent or other action of any Person, be deemed to be increased by 0.20% per annum during such period (and shall automatically, without further consent or other action of any Person, be deemed to return to the original coupon (including the applicable default rate) after the end of such period);
(iii) at any time and from time to time (but subject to the next succeeding clauses (iv), (v), (vi), (vii), (viii) and (ix)) during the Special Relief Period (as defined below) in connection with any purchase or construction of one or more new container ships for which the aggregate purchase consideration or construction cost per ship equals or exceeds $125,000,000 (each, a “Qualifying Ship”), the maximum permitted Consolidated Leverage Ratio, at the election of the Company effective Parent will maintain as of the last day of each Measurement Period a fiscal quarter occurring during Consolidated Leverage Ratio of not more than 3.25:1.00; provided that, upon the Special Relief Period (through the Company’s delivery, no later than 20 days after the last day written notice of the applicable fiscal quarterParent (such notice, of which shall include a written notice to the holders listing of the Notesacquisitions so made, stating that the Company is electing an a “Applicable Relief Period” and specifying the beginning and ending dates thereof (each, an “Applicable Relief Period Covenant Reset Notice”), shall increase to but without any action on the Applicable Maximum Level part of the Administrative Agent or any Lender, at any time where during the prior twelve month period the Parent can demonstrate that it and/or any Subsidiaries of the Parent have made acquisitions whose aggregate consideration equals or exceeds $500,000,000, which amount of aggregate consideration is calculated consistently with the Parent’s reporting standard of “Acquisitions of businesses, net of cash acquired” used in its cash flow statement for the period beginning on the last day of the applicable fiscal quarter and continuing until the day immediately preceding the last day of the next succeeding fiscal quarter (the “Applicable Relief Period”);
(iv) the Company may deliver no more than seven (7) Applicable Relief Period Notices during the Special Relief Period (and if the Company delivers more than one (1) Applicable Relief Period Notice, then all Applicable Relief Period Notices must cover consecutive Applicable Relief Periods), and each Applicable Relief Period Notice will specify the Applicable Maximum Level for purpose of the Applicable Relief Period selected in such Applicable Relief Period Notice;
(v) (a) the “Special Relief Period” shall mean a period of two consecutive years, occurring during the three-year period from ended December 31, 2017 through December 30, 2020 (or a lesser 2013 and Management’s Discussion & Analysis of Financial Condition and Results of Operations included with the financial reports for the period of time if the Special Relief Period begins after ended December 31, 20182013 (without duplication of any acquisition that was included in any previous Covenant Reset Notice), and triggered to begin at the election of the Company effective as of the last day of a fiscal quarter during such three-year period (through the Company’s delivery, on a one-time basis and no later than 20 days after the last day of the applicable fiscal quarter, of a written notice to the holders of the Notes, stating that the Company is electing the “Special Relief Period” and specifying the beginning and ending dates thereofmaximum Consolidated Leverage Ratio permitted under this Section 6.14.2(b) (a “Special Relief Period Notice”); (b) the “Applicable Maximum Level” shall mean (x) 3.50 to 1.00, or (y) 3.75 to 1.00, provided that (1) the Company may elect the Applicable Maximum Level of 3.75 be automatically increased from 3.25 to 1.00 only for up to three consecutive Applicable Relief Periods, and (2) the Company may elect an Applicable Maximum Level of 3.50 to 1.00 for any or all a period of four fiscal quarters (a “Covenant Reset Period”), commencing with the fiscal quarter in which one of the Applicable Relief Periodssubject acquisitions included in the Covenant Reset Request is consummated; and provided, further, that the Parent shall provide to the Administrative Agent such details with respect to such acquisitions as the Administrative Agent, in its reasonable discretion, shall request; provided, further, that after the end of each Covenant Reset Period, the Parent shall deliver to the Administrative Agent an executed Compliance Certificate that shall evidence the Parent’s compliance with a Consolidated Leverage Ratio of 3.25 to 1.00 for a full fiscal quarter following the end of such Covenant Reset Period before becoming entitled to make an additional Covenant Reset Request (c) which, for the “Applicable Coupon Adjustment”) means 0.25% per annum during any Applicable Relief Period when avoidance of doubt, must nonetheless comply with the Applicable Maximum Level is 3.50 to 1.00, or 0.50% per annum during any Applicable Relief Period when the Applicable Maximum Level is 3.75 to 1.00;other requirements of this Section 6.14.2(b)).
Appears in 1 contract
Sources: Five Year Credit Agreement (Aon PLC)
Consolidated Leverage Ratio. The ratio (Parent and the “Borrower will not permit the Consolidated Leverage Ratio”) of (a) all Debt Ratio as of the Company and Subsidiaries on a consolidated basis at end of any time fiscal quarter of the Parent to (b) Consolidated EBITDA for the period of four consecutive fiscal quarters then or most recently ended to exceed be greater than 3.25 to 1.00; providedprovided that, howeverupon the written request of the Borrower (such request, that:
(i) which shall include a listing of the acquisitions so made, a “Covenant Reset Request”), but without any action on the part of the Administrative Agent or any Lender, at any time after where during the expiration prior fifteen (15) month period the Borrower can demonstrate that it and/or any other Subsidiaries of the Special Relief Period (as defined below), but only if the Consolidated Leverage Ratio at such time has been equal to or less than 3.25 to 1.00 at all times during at least four consecutive full fiscal quarters, in connection with any Acquisition that is not a Hostile Acquisition and that is in an Eligible Business Line for which the Parent have made acquisitions whose aggregate purchase consideration equals or exceeds $75,000,000the Requisite Qualified Acquisition Threshold (without duplication of any acquisition that was included in any previous Covenant Reset Request), the maximum permitted Consolidated Leverage Ratio, at Ratio permitted under this Section 7.08(b) shall be automatically increased from 3.25 to 1.00 to 3.50 to 1.00 for the election last day of each fiscal quarter of the CompanyCovenant Reset Period related to such Covenant Reset Request; provided, with prior written notice from further, that the Company Borrower shall provide to the holders of Administrative Agent such details with respect to such acquisitions as the NotesAdministrative Agent, in its reasonable discretion, shall increase to 3.90 to 1.00request; provided, on one occasion during the term of this Agreementfurther, for the period beginning on the date of the consummation of such Acquisition and continuing until the fourth consecutive fiscal quarter end which occurs on or after the date of the consummation of such Acquisition, provided that the coupon (including the applicable default rate) for the Notes shall automatically, without further consent or other action of any Person, be deemed to be increased by 0.45% per annum during such period (and shall automatically, without further consent or other action of any Person, be deemed to return to the original coupon (including the applicable default rate) after the end of such period);
(ii) at any time after each Covenant Reset Period, the expiration of Borrower shall deliver to the Special Relief Period (as defined below), but only if Administrative Agent an executed Compliance Certificate that shall evidence the Borrower’s compliance with a Consolidated Leverage Ratio at such time has been equal to or less than of 3.25 to 1.00 at all times during at least four consecutive for a full fiscal quarters, in connection with any purchase or construction of a new container ship for which the aggregate purchase consideration or construction cost equals or exceeds $125,000,000, the maximum permitted Consolidated Leverage Ratio, at the election of the Company, with prior written notice from the Company to the holders of the Notes delivered by the Company prior to the Specified Date (as defined below) and specifying therein such Specified Date, shall increase to 3.50 to 1.00, on one occasion during the term of this Agreement, for the period beginning on a date determined by the Company between the commencement of payment for such container ship and delivery of such container ship (the “Specified Date”) and continuing until the fourth consecutive fiscal quarter end which occurs on or after the Specified Date, provided that the coupon (including the applicable default rate) for the Notes shall automatically, without further consent or other action of any Person, be deemed to be increased by 0.20% per annum during such period (and shall automatically, without further consent or other action of any Person, be deemed to return to the original coupon (including the applicable default rate) after following the end of such period);
Covenant Reset Period before becoming entitled to make an additional Covenant Reset Request (iii) at any time and from time to time (but subject to the next succeeding clauses (iv)which, (v), (vi), (vii), (viii) and (ix)) during the Special Relief Period (as defined below) in connection with any purchase or construction of one or more new container ships for which the aggregate purchase consideration or construction cost per ship equals or exceeds $125,000,000 (each, a “Qualifying Ship”), the maximum permitted Consolidated Leverage Ratio, at the election of the Company effective as of the last day of a fiscal quarter occurring during the Special Relief Period (through the Company’s delivery, no later than 20 days after the last day of the applicable fiscal quarter, of a written notice to the holders of the Notes, stating that the Company is electing an “Applicable Relief Period” and specifying the beginning and ending dates thereof (each, an “Applicable Relief Period Notice”), shall increase to the Applicable Maximum Level for the period beginning on avoidance of doubt, must nonetheless comply with the last day other requirements of the applicable fiscal quarter and continuing until the day immediately preceding the last day of the next succeeding fiscal quarter (the “Applicable Relief Period”this Section 7.08(b);
(iv) the Company may deliver no more than seven (7) Applicable Relief Period Notices during the Special Relief Period (and if the Company delivers more than one (1) Applicable Relief Period Notice, then all Applicable Relief Period Notices must cover consecutive Applicable Relief Periods), and each Applicable Relief Period Notice will specify the Applicable Maximum Level for purpose of the Applicable Relief Period selected in such Applicable Relief Period Notice;
(v) (a) the “Special Relief Period” shall mean a period of two consecutive years, occurring during the three-year period from December 31, 2017 through December 30, 2020 (or a lesser period of time if the Special Relief Period begins after December 31, 2018), and triggered to begin at the election of the Company effective as of the last day of a fiscal quarter during such three-year period (through the Company’s delivery, on a one-time basis and no later than 20 days after the last day of the applicable fiscal quarter, of a written notice to the holders of the Notes, stating that the Company is electing the “Special Relief Period” and specifying the beginning and ending dates thereof) (a “Special Relief Period Notice”); (b) the “Applicable Maximum Level” shall mean (x) 3.50 to 1.00, or (y) 3.75 to 1.00, provided that (1) the Company may elect the Applicable Maximum Level of 3.75 to 1.00 only for up to three consecutive Applicable Relief Periods, and (2) the Company may elect an Applicable Maximum Level of 3.50 to 1.00 for any or all of the Applicable Relief Periods; and (c) the “Applicable Coupon Adjustment”) means 0.25% per annum during any Applicable Relief Period when the Applicable Maximum Level is 3.50 to 1.00, or 0.50% per annum during any Applicable Relief Period when the Applicable Maximum Level is 3.75 to 1.00;.
Appears in 1 contract