EBITDA Covenant definition

EBITDA Covenant is defined in Section 6.29.3.

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EBITDA Covenant has the meaning specified therefor in the Fee Letter. “EEA Financial Institution” means (a) any credit institution or investment firm established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a) of this definition, or (c) any financial institution established in an EEA Member Country which is a subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision with its parent. “EEA Member Country” means any of the member states of the European Union, Iceland, Liechtenstein, and Norway. “EEA Resolution Authority” means any public administrative authority or any person entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution. “Eligible Accounts” means those Accounts (other than Credit Card Receivables) created by a Borrower in the ordinary course of its business, that arise out of such Borrower’s sale of goods or rendition of services, that comply with each of the representations and warranties respecting Eligible Accounts made in the Loan Documents, and that are not excluded as ineligible by virtue of one or more of the excluding criteria set forth below; provided, that such criteria may be revised from time to time by Agent in Agent’s Permitted Discretion to address the results of any information with respect to the Borrowers’ business or assets of which Agent becomes aware after the Closing Date, including any field examination performed by (or on behalf of) Agent from time to time after the Closing Date. In determining the amount to be included, Eligible Accounts shall be calculated net of customer deposits, unapplied cash, taxes, finance charges, service charges, discounts, credits, allowances, and rebates. Eligible Accounts shall not include Credit Card Receivables or the following: (a) (i) Accounts with selling terms of not more than 60 days that the Account Debtor has failed to pay within 120 days of original invoice date or 60 days of due date, or (ii) Accounts with 18 125672876_9 151541717_6

EBITDA Covenant has the meaning given to such term in Section 4(g) of the Guaranty Agreement.

Examples of EBITDA Covenant in a sentence

• Subsequently a Specified Forbearance Termination Event occurred in that the Borrowers failed to meet the required Minimum Consolidated EBITDA Covenant set forth in Section 7(d) of the Credit Agreement.

• Credit Parties will not permit the consolidated EBITDA of the Credit Parties for any Defined Period, as tested quarterly on the last day of the applicable Defined Period (other than any Defined Period ending during a Minimum EBITDA Covenant Waiver Period that has not been terminated on such date of determination as a result of the Credit Parties’ failure to maintain Liquidity in excess of the Liquidity Threshold), to be less than $500,000.

• On the Closing Date, the financial covenant applicable under this Section 7.10 during the existence of a Financial Covenant Trigger Period shall be the EBITDA Covenant.

• Borrower has requested that the Loan Agreement be amended to, among other things, modify the definition of “Minimum EBITDA Covenant Trigger Event” as described therein, and Lender is willing to make such modifications to the Loan Agreement, subject to the terms and conditions set forth herein.

• Bank and Borrower have agreed to (i) waive the EBITDA Covenant Breach and (ii) make certain changes in the terms and conditions set forth in the Credit Agreement and have agreed to amend the Credit Agreement to reflect said changes.

• With respect to any Person whose Consolidated EBITDA is required in order to satisfy the Consolidated EBITDA Covenant, any (a) valid legal prohibition, (b) contractual impediment required for the ongoing profitable operation of such Person, or (c) circumstance in which a consent cannot be obtained after reasonable effort, that would prevent such Person from providing a Guaranty, as reasonably determined by the Administrative Agent from time to time.

• Upon the effectiveness of this Amendment, Bank hereby waives its default rights to the respect to the EBITDA Covenant Breach.

• Unless there exists a Valid Business Impediment, the Borrowers and the Guarantors shall cause additional Persons which are Subsidiaries of a Borrower or a Guarantor to become Guarantors from time to time so as to assure compliance with the Consolidated EBITDA Covenant.

• Agent, Lender and Borrower agree that (i) Borrower’s minimum EBITDA for the period of February 3, 2008 to January 31, 2009 shall not be less than negative $1,000,000 (the “Revised 2008 Minimum EBITDA Covenant”) and (ii) the Revised 2008 Minimum EBITDA Covenant shall supersede the Designated Covenant for the period of February 3, 2008 to January 31, 2009.

• Borrower further certifies that as of the date of this Amendment, other than the EBITDA Covenant Breach, there exists no Event of Default as defined in the Credit Agreement, nor any condition, act or event which with the giving of notice or the passage of time or both would constitute any such Event or Default.

More Definitions of EBITDA Covenant

EBITDA Covenant means the covenant of the Borrower set forth in Section

EBITDA Covenant is defined in Section 6.9(a).