Determined on a Pro Forma Basis Sample Clauses

Determined on a Pro Forma Basis. Attach hereto in reasonable detail the calculations required to arrive at Consolidated EBITDA. EXHIBIT G FORM OF MATURITY DATE EXTENSION REQUEST Xxxxxx Xxxxxxx Senior Funding, Inc., as Administrative Agent 0 Xxxxxxxxxx Xxxxx, 0xx Xxxxx Xxxxxxxx, Xxx Xxxx 00000 Attention: Agency Team Telecopy: (000) 000-0000 Email: xxxxxxxx@xxxxxxxxxxxxx.xxx [Date] Ladies and Gentlemen: Reference is made to the Amended and Restated Revolving Credit Agreement, dated as of May 1, 2012 and amended and restated as of April 22, 2013 (as the same may be amended, restated, amended and restated, modified, extended and/or supplemented from time to time, the “Credit Agreement,” the terms defined therein being used herein as therein defined), among CF Industries Holdings, Inc., as Holdings, CF Industries, Inc., a Delaware corporation (the “Borrower”), the lenders from time to time party thereto, Xxxxxx Xxxxxxx Senior Funding, Inc., as Administrative Agent, Xxxxxx Xxxxxxx Bank, N.A. and the Bank of Tokyo-Mitsubishi UFJ, Ltd., as Issuing Banks, and the other parties from time to time party thereto. In accordance with Section 2.21 of the Credit Agreement, the Borrower hereby requests [(i)] an extension of the Maturity Date from [ ], 20[ ] to [ ], 20[ ], [(ii) the following changes to the Applicable Rate to be applied in determining the interest payable on Loans of, and fees payable under the Credit Agreement to, Consenting Lenders in respect of that portion of their Commitments (and related Loans) extended to such new Maturity Date, which changes shall become effective on [ ], 20[ ]] [and] [(iii) the amendments or modifications to the terms of the Credit Agreement to be effected in connection with this Maturity Date Extension Request as set forth below, which amendments shall become effective on [ ], 20[ ]: [ ]]. CF INDUSTRIES, INC., as Borrower By: Name: Title: The undersigned consents to the requested amendments to the terms of the Credit Agreement and the requested extension of the Maturity Date. The maximum amount of the Commitment of the undersigned with respect to which the undersigned agrees to the amendments to the terms of the Credit Agreement and the extension of the Maturity Date is set forth under its signature. Name of Institution: By Name: Title: For any Institution requiring a second signature line: By Name: Title: EXHIBIT H FORM OF REAFFIRMATION AGREEMENT April [ ], 2013 Reference is made to (i) the Revolving Credit Agreement, dated as of May 1, 2012 (as the same may have...
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Determined on a Pro Forma Basis. Attach hereto in reasonable detail the calculations required to arrive at Consolidated EBITDA.
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Determined on a Pro Forma Basis. The limitations in this Indenture on the Company's ability to make a Disposition described in this paragraph (a) do not restrict the Company's ability to sell less than all or substantially all of its assets, such sales being governed by Section 4.05.
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Determined on a Pro Forma Basis. The foregoing provisions shall not apply to:
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Determined on a Pro Forma Basis. The foregoing provisions shall not apply to: (a) the incurrence by the Company or any of its Restricted Subsidiaries of Indebtedness under the Senior Credit Facility and Guarantees thereof by the Guarantors so long as, immediately after any such incurrence, the aggregate principal amount outstanding under the Senior Credit Facility (together with any Permitted Refinancing Indebtedness incurred to refund, replace or refinance any Indebtedness incurred pursuant to the Senior Credit Facility) pursuant to this paragraph (a) does not exceed an amount equal to the greater of (x) $200.0 million, less the aggregate amount of all Loan Reductions, and (y) the sum of (i) 85% of the consolidated book value of the accounts receivable of the Company and its Restricted Subsidiaries, (ii) 70% of the consolidated book value of the inventory of the Company and its Restricted Subsidiaries and (iii) the orderly liquidation value of the Company's property, plant and equipment (initially $40.0 million), subject to automatic and permanent reduction by $1.4 million each quarter, commencing July 1, 1998 and subject to increases (but not in excess 34 41 of $40.0 million) based on increases in the orderly liquidation value of the Company's property, plant and equipment resulting from acquisitions completed by the Company (as set forth in the appraisals accepted by the agent under the Senior Credit Facility and provided that the automatic and permanent reduction described above shall be increased by the amount of any such increase divided by 28); provided, however, that in no event may the aggregate principal amount outstanding under the Senior Credit Facility pursuant to this paragraph (a) exceed $300.0 million; and provided, further, that the amount of Indebtedness which may be incurred under the Senior Credit Facility pursuant to this paragraph (a) shall be reduced by the principal amount of any Acquired Debt incurred solely pursuant to paragraph (j) below; (b) the incurrence by the Company or any of its Restricted Subsidiaries of Indebtedness represented by the Notes and the Subsidiary Guarantees in an amount not to exceed $180.0 million; (c) Guarantees by the Company or a Guarantor of Indebtedness incurred by the Company or a Restricted Subsidiary of the Company so long as the incurrence of such Indebtedness by the primary obligor thereon was permitted under the terms of this Indenture; (d) the incurrence by the Company or a Restricted Subsidiary of the Company of intercompany I...
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Related to Determined on a Pro Forma Basis

  • Pro Forma Basis For purposes of computing the Consolidated Leverage Ratio and the Consolidated Interest Coverage Ratio, such ratios (and any financial calculations or components required to be made or included therein) shall be determined, with respect to the relevant period, after giving pro forma effect to each (a) Acquisition and Disposition of a Person, business or asset and (b) repayment and incurrence of any Indebtedness, in each case consummated during such period, together with all transactions relating thereto consummated during such period (including any incurrence, assumption, refinancing or repayment of Indebtedness), as if such Acquisition, Disposition and related transactions had been consummated on the first day of such period, in each case (i) based on historical results accounted for in accordance with GAAP and (ii) prepared in accordance with Regulation S-X under the Securities Act of 1933, as in effect on the Closing Date (provided, that cost savings expected to be realized following an Acquisition in respect of the elimination of duplicative positions and the closing of duplicative facilities may be reflected in such determination as if such cost savings had been effected as of the beginning of such period, so long as (x) such elimination and/or closings are implemented by the business that was the subject of any such Acquisition within six months of the date of such Acquisition and are supportable and quantifiable by the underlying accounting records of such business and (y) all cost increases expected to be incurred following such Acquisition are also reflected in such determination as if such cost increases had been incurred as of the beginning of such period), and, with respect to all calculations made in clauses (i) and (ii), to the extent applicable, based upon reasonable assumptions that are specified in reasonable detail in the relevant Compliance Certificate or other certificate furnished to the Administrative Agent in connection with the terms of this Agreement.

  • Pro Forma Balance Sheet The Administrative Agent shall have received the Pro Forma Balance Sheet in form and substance satisfactory to the Administrative Agent and the Required Lenders;

  • Consolidated Total Leverage Ratio Permit the Consolidated Total Leverage Ratio as of the end of any fiscal quarter of Holdings to be greater than 2.50 to 1.00.

  • Pro Forma Calculations Notwithstanding anything to the contrary herein (subject to Section 1.02(j)), the First Lien Net Leverage Ratio, the Total Net Leverage Ratio and the Fixed Charge Coverage Ratio and Consolidated Net Tangible Assets shall be calculated (including for purposes of Sections 2.14 and 2.15) on a Pro Forma Basis with respect to each Specified Transaction occurring during the applicable four quarter period to which such calculation relates, and/or subsequent to the end of such four-quarter period but not later than the date of such calculation; provided that notwithstanding the foregoing, when calculating the First Lien Net Leverage Ratio for purposes of (i) determining the applicable percentage of Excess Cash Flow for purposes of Section 2.05(b), (ii) the Applicable Rate, (iii) the Applicable Commitment Fee and (iv) determining actual compliance (and not Pro Forma Compliance or compliance on a Pro Forma Basis) with the Financial Covenant, any Specified Transaction and any related adjustment contemplated in the definition of Pro Forma Basis (and corresponding provisions of the definition of Consolidated EBITDA) that occurred subsequent to the end of the applicable four quarter period shall not be given Pro Forma Effect. For purposes of determining compliance with any provision of this Agreement which requires Pro Forma Compliance with the Financial Covenant, (x) in the case of any such compliance required after delivery of financial statements for the fiscal quarter ending on or about June 30, 2014, such Pro Forma Compliance shall be determined by reference to the maximum First Lien Net Leverage Ratio permitted for the fiscal quarter most recently then ended for which financial statements have been delivered (or were required to have been delivered) in accordance with Section 6.01, or (y) in the case of any such compliance required prior to the delivery referred to in clause (x) above, such Pro Forma Compliance shall be determined by reference to the maximum First Lien Net Leverage Ratio permitted for the fiscal quarter ending June 30, 2014. With respect to any provision of this Agreement (other than the provisions of Section 6.02(a) or Section 7.08) that requires compliance or Pro Forma Compliance with the Financial Covenant, such compliance or Pro Forma Compliance shall be required regardless of whether the Lux Borrower is otherwise required to comply with such covenant under the terms of Section 7.08 at such time. For purposes of making any computation referred to above:

  • Consolidated Net Leverage Ratio Permit the Consolidated Net Leverage Ratio as of the end of any fiscal quarter of the Borrower to be greater than 4.50:1.00.

  • Cash Flow Leverage Ratio The Borrower will not permit the Cash Flow Leverage Ratio on the last day of any fiscal quarter to exceed 3.50 to 1.00.

  • Consolidated Leverage Ratio Permit the Consolidated Leverage Ratio as of the end of any fiscal quarter of the Borrower to be greater than 2.50 to 1.0.

  • Consolidated EBITDA With respect to any period, an amount equal to the EBITDA of Borrower and its Subsidiaries for such period determined on a Consolidated basis.

  • Leverage Ratios Notwithstanding anything to the contrary contained herein, for purposes of calculating any leverage ratio herein in connection with the incurrence of any Indebtedness, (a) there shall be no netting of the cash proceeds proposed to be received in connection with the incurrence of such Indebtedness and (b) to the extent the Indebtedness to be incurred is revolving Indebtedness, such incurred revolving Indebtedness (or if applicable, the portion (and only such portion) of the increased commitments thereunder) shall be treated as fully drawn.

  • Consolidated Fixed Charge Coverage Ratio Permit the Consolidated Fixed Charge Coverage Ratio as of the end of any fiscal quarter of the Borrower to be less than 1.25 to 1.0.

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