Consolidated First Lien Debt Ratio the ratio, as of any date of determination, of (a) Consolidated First Lien Debt as of the last day of the Test Period then most recently ended on or prior to such date of determination to (b) Annualized EBITDA, in each case of the Borrower and its Restricted Subsidiaries on a consolidated basis.
Consolidated First Lien Debt Ratio as of any date of determination means the ratio of (1) Consolidated First Lien Indebtedness as of the most recent fiscal period for which internal financial statements are available immediately preceding the date on which such event for which such calculation is being made shall occur to (2) LTM EBITDA, in each case, calculated on a Pro Forma Basis (except that, for purposes of determining the amount of Consolidated First Lien Indebtedness pursuant to clause (1) of this definition, in the event that the Issuer shall classify Indebtedness Incurred on the date of determination as secured in part pursuant to clause (26)(y) of the definition of “Permitted Liens” and in part pursuant to one or more other clauses of such definition (other than Liens Incurred under clause (26)(y) thereof related to Indebtedness Incurred under Section 4.03(b)(i)(2) hereof), any calculation of Consolidated First Lien Indebtedness for purposes of clause (1) above on such date (but not in respect of any future calculation following such date) shall not include any such Indebtedness (and shall not give effect to any repayment, repurchase, redemption, defeasance or other acquisition, retirement or discharge of Indebtedness from the proceeds thereof) to the extent secured pursuant to any such other clause of such definition).
Consolidated First Lien Debt Ratio means, as of any Applicable Calculation Date, the ratio of (1) Consolidated Total First Lien Indebtedness of the Issuer and its Restricted Subsidiaries minus cash and Cash Equivalents of the Issuer and its Restricted Subsidiaries, in each case, computed as of the end of the most recent fiscal quarter for which internal financial statements are available immediately preceding the Applicable Calculation Date to (2) the Issuer’s Consolidated EBITDA for the Applicable Measurement Period, in each case, with such pro forma adjustments to Consolidated Total First Lien Indebtedness, cash, Cash Equivalents and Consolidated EBITDA as are appropriate and consistent with the pro forma adjustment provisions set forth in the definition of “Fixed Charge Coverage Ratio” (other than as set forth in the first proviso to the first paragraph of such definition); provided that, for purposes of the calculation of Consolidated First Lien Debt Ratio, in connection with (x) the incurrence of any Indebtedness pursuant to Section 10.11(b)(1) or (y) the incurrence of any Lien pursuant to clauses (12) or (34) of the definition of “Permitted Liens,” the Issuer may elect, pursuant to an Officer’s Certificate delivered to the Trustee, to treat all or any portion of the commitment (any such amount elected until revoked as described below, an “Elected Amount”) under any Indebtedness which is to be incurred (or any commitment in respect thereof) or secured by such Lien, as the case may be, as being incurred as of the Applicable Calculation Date and (i) any subsequent incurrence of Indebtedness under such commitment (so long as the total amount under such Indebtedness does not exceed the Elected Amount) shall not be deemed, for purposes of this calculation, to be an incurrence of additional Indebtedness or an additional Lien at such subsequent time, (ii) the Issuer may revoke an election of an Elected Amount pursuant to an Officer’s Certificate delivered to the Trustee and (iii) for purposes of all subsequent calculations of the Consolidated First Lien Debt Ratio, the Elected Amount (if any) shall be deemed to be outstanding, whether or not such amount is actually outstanding, so long as the applicable commitment remains outstanding.
Examples of Consolidated First Lien Debt Ratio in a sentence
Commencing with the fiscal quarter ending December 31, 2021, if, as of the last Business Day of any Test Period, the Revolving Facility Usage is equal to or greater than 50%, the Borrower shall not permit the Consolidated First Lien Debt Ratio as of the last day of such Test Period to be greater than (i) 5.00 to 1.00, for the fiscal quarters ending December 31, 2021 through September 30, 2023 and (ii) 4.00 to 1.00, for the fiscal quarter ending December 31, 2023 and each fiscal quarter thereafter.
The financial covenants under the new facilities require the Company to test its Consolidated First Lien Debt Ratio if the principal amount of the Revolving Credit Facility, less any cash and cash equivalents, at the reporting date exceeds 40% of the total Revolving Credit Facility Commitment.
The financial covenants under the facilities require the Company to test its Consolidated First Lien Debt Ratio if the principal amount of the Revolving Credit Facility, less any cash and cash equivalents, at the reporting date exceeds 40% of the total Revolving Credit Facility Commitment.
However, the funding horizon determines the size of the funding adjustments applied to the levy rates and therefore how quickly funds are returned.4 The Accident Compensation (Financial Responsibility and Transparency) Amendment Act 2015 (Amendment Act) provided for the removal of residual levies by gazette notice and this was done following the Amendment Act’s commencement in September 2015.
Commencing with the fiscal quarter ending December 31, 2021, if, as of the last Business Day of any Test Period, the Borrower is required to test the Consolidated First Lien Debt Ratio under Section 6.10 of the Credit Agreement, the Borrower shall not permit the Consolidated First Lien Debt Ratio as of the last day of such Test Period to be greater than 5.00 to 1.00.
More Definitions of Consolidated First Lien Debt Ratio
Consolidated First Lien Debt Ratio as of any date of determination means the ratio of (a) the excess of (i) Consolidated Total Indebtedness that is secured by any Lien on any assets or property of the Borrower or any of its Subsidiaries; provided that such Indebtedness (A) is not expressly subordinated pursuant to a written agreement in right of payment to the Obligations or (B) is not secured by Liens on the Collateral that are expressly junior to the Liens securing the Obligations (it being understood that any Indebtedness under the ABL Credit Agreement and any Refinancing Indebtedness in respect thereof shall be included in the calculation of the Consolidated First Lien Debt Ratio) as of the end of the most recent fiscal quarter for which financial statements have been delivered pursuant to Section 5.01 over (ii) an amount equal to the amount of cash and Cash Equivalents of the Borrower and its Restricted Subsidiaries on such date that are free and clear of any Lien (other than non-consensual Permitted Liens and Permitted Liens of the type set forth in clauses (u) through (x) of the definition of “Permitted Liens”) to (b) EBITDA of the Borrower for the period of the most recently ended Test Period, in each case with such pro forma adjustments to Consolidated Total Indebtedness and EBITDA, mutatis mutandis, as are set forth in the definition of “Interest Coverage Ratio”.
Consolidated First Lien Debt Ratio means, as at any date of determination, the ratio of (A) Consolidated Total Debt but excluding any Second Lien Indebtedness, any Indebtedness under the Permitted Seller Notes and any Subordinated Indebtedness minus the applicable Maximum Unrestricted Cash on Hand to (B) Consolidated Operating Cash Flow as calculated as of the most recent Fiscal Quarter end.
Consolidated First Lien Debt Ratio as of any date of determination means the ratio of(a) the excess of (i) Consolidated Total Indebtedness that is secured by any Lien on any assets orproperty of the Borrower or any of its Subsidiaries; provided that such Indebtedness (A) is not expresslysubordinated pursuant to a written agreement in right of payment to the Obligations or (B) is not securedby Liens on the Collateral that are expressly junior to the Liens securing the Obligations (it beingunderstood that any Indebtedness under the ABL Credit Agreement and any Refinancing Indebtedness inrespect thereof shall be included in the calculation of the Consolidated First Lien Debt Ratio) as of theend of the most recent fiscal quarter for which financial statements have been delivered pursuant toSection 5.01 over (ii) an amount equal to the amount of cash and Cash Equivalents of the Borrower andits Restricted Subsidiaries on such date that are free and clear of any Lien (other than non-consensualPermitted Liens and Permitted Liens of the type set forth in clauses (u) through (x) of the definition of“Permitted Liens”) to (b) EBITDA of the Borrower for the period of the most recently ended TestPeriod, in each case with such pro forma adjustments to Consolidated Total Indebtedness and EBITDA,mutatis mutandis, as are set forth in the definition of “Interest Coverage Ratio”.”“Consolidated Interest Expense” means, with respect to any Person for any period, thesum, without duplication, of (a) consolidated interest expense of such Person and its RestrictedSubsidiaries for such period, to the extent such expense was deducted in computing Consolidated NetIncome (including (i) amortization of original issue discount resulting from the issuance of Indebtednessat less than par, (ii) all commissions, discounts and other fees and charges owed with respect to letters ofcredit or bankers’ acceptances, (iii) noncash interest payments (but excluding any noncash interestexpense attributable to the movement in the mark-to-market valuation of Hedging Obligations or otherderivative instruments pursuant to GAAP), (iv) the interest component of Capitalized Lease Obligations,(v) net payments, if any, pursuant to interest rate Hedging Obligations with respect to Indebtedness and(vi) all commissions, discounts, yield and other fees and charges in the nature of interest expense relatedto any Receivables Facility, and excluding (A) amortization of deferred financing fees, debt issuancecosts, commissions, fees and expenses, (B) an...
Consolidated First Lien Debt Ratio as of any date of determination means the ratio of (1) (x) Consolidated Total Indebtedness of the Borrower and its Restricted Subsidiaries that is secured by a Lien (other than Junior Indebtedness) as of the end of the most recent fiscal period for which internal financial statements are available immediately preceding the date on which such event for which such calculation is being made shall occur minus (y) the aggregate amount of unrestricted cash and Cash Equivalents in an amount not to exceed $200,000,000, in each case, that is held by the Borrower and its Restricted Subsidiaries as of the end of such most recent fiscal period, to (2) the EBITDA of the Borrower and its Restricted Subsidiaries for the most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such event for which such calculation is being made shall occur, in each case, with such pro forma adjustments to Consolidated Total Indebtedness and EBITDA as are appropriate and consistent with the pro forma adjustment provisions set forth in the definition of “Fixed Charge Coverage Ratio.”
Consolidated First Lien Debt Ratio means, as of any date of determination, the ratio of (1) Consolidated First Lien Net Indebtedness of the Issuer and its Restricted Subsidiaries as of the end of the most recent fiscal quarter for which internal financial statements are available immediately preceding the date on which such event for which such calculation is being made shall occur to (2) EBITDA of the Issuer for the most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such event for which such calculation is being made shall occur, in each case with such pro forma adjustments to Consolidated First Lien Net Indebtedness, Cash Equivalents and EBITDA as are appropriate and consistent with the pro forma adjustment provisions set forth in the definition of “Fixed Charge Coverage Ratio” (other than as set forth in the proviso to the first paragraph thereof).
Consolidated First Lien Debt Ratio as of any date of determination means the ratio of (1) Consolidated First Lien Indebtedness as of the last day of the most recent fiscal period for which financial statements have been delivered pursuant to Section 4.02(a)(1) immediately preceding the date on which such event for which such calculation is being made shall occur to (2) LTM EBITDA, in each case, calculated on a Pro Forma Basis (except that, for purposes of determining the amount of Consolidated First Lien Indebtedness pursuant to clause (1) of this definition, in the event that the Issuer shall classify Indebtedness Incurred on the date of determination as secured in part pursuant to clause (26)(y) of the definition of “Permitted Liens” and in part pursuant to one or more other clauses of such definition (other than Liens Incurred under clause (26)(y) thereof related to Indebtedness Incurred under Section 4.03(b)(i)(2) hereof), any calculation of Consolidated First Lien Indebtedness for purposes of clause (1) above on such date (but not in respect of any future calculation following such date) shall not include any such Indebtedness (and shall not give effect to any repayment, repurchase, redemption, defeasance or other acquisition, retirement or discharge of Indebtedness from the proceeds thereof) to the extent secured pursuant to any such other clause of such definition).
Consolidated First Lien Debt Ratio means, as of any date of determination, the ratio of (1) the aggregate outstanding principal amount of First Lien Debt as of the end of the most recent fiscal quarter for which internal financial statements are available immediately preceding the date of determination, less the aggregate amount of Cash Equivalents held by the Issuer and its Restricted Subsidiaries at such date, to (2) the Issuer’s EBITDA for the most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date of determination, in each case with such pro forma adjustments to the amount of First Lien Debt, Cash Equivalents, and EBITDA as are appropriate and consistent with the pro forma adjustment provisions set forth in the definition of Fixed Charge Coverage Ratio.