Form of Compliance Certificate. CONSOLIDATED EBITDA (for Holdings and its Subsidiaries on a consolidated basis) Quarter Ended2 Quarter Ended Quarter Ended Quarter Ended Four Quarter Period Ended plus all merger, integration, restructuring and transaction costs payable by Holdings or any of its Subsidiaries in connection with the Transactions (in an aggregate amount not to exceed $350,000,000, as such amount may be increased with the approval of the Administrative Agent) minus extraordinary gains minus non-cash gains increasing net income (excluding any such non-cash gain to the extent it represents the reversal of an accrual or reserve for potential cash gain in any prior period) minus interest income Consolidated EBITDA Form of Compliance Certificate For the Quarter/Year ended SCHEDULE 3 to the Compliance Certificate ($ in 000’s) CONSOLIDATED INTEREST EXPENSE CONSOLIDATED INTEREST EXPENSE (for Holdings and its Subsidiaries on a consolidated basis) Quarter Ended3 Quarter Ended Quarter Ended Quarter Ended Four Quarter Period Ended Total interest expense (including that portion attributable to capital leases in accordance with GAAP and capitalized interest) of Holdings and its Subsidiaries for such period, on a consolidated basis with respect to all outstanding Consolidated Debt for Borrowed Money, including all commissions, discounts and other fees and charges owed with respect to letters of credit minus interest expense not payable in cash minus income (net of costs) under Hedge Agreements in respect of interest rates 3 Consolidated Interest Expense for the fiscal quarters of Holdings ended closest to June 30, 2011, September 30, 2011 and December 31, 2011 will be deemed to be equal the amounts set forth for such fiscal quarters on Schedule 1.01(b), and Consolidated Interest Expense for the period from the earlier of (A) the first day of the most recently ended fiscal quarter immediately preceding the Closing Date, if Consolidated Interest Expense for such fiscal quarter is not set forth on Schedule 1.01(b), or (B) otherwise, the first day of the fiscal quarter during which the Closing Date occurs, through the Closing Date will be computed as if the Acquisition had been consummated on the first day of such period in a manner similar to the calculation of the amounts set forth on Schedule 1.01(b) for the periods provided therein, as determined in good faith by Holdings and reasonably acceptable to the Administrative Agent.
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Form of Compliance Certificate. CONSOLIDATED EBITDA THE VALSPAR CORPORATION COMPLIANCE CERTIFICATE Reference is made to the Credit Agreement dated as of July 24, 2006 (for Holdings as modified and supplemented and in effect from time to time, the “Credit Agreement”) among The Valspar Corporation, the Lenders party thereto, Wachovia Bank, National Association, as Administrative Agent and Barclays Bank PLC, as Syndication Agent. Capitalized terms used herein shall have the meanings ascribed thereto in the Credit Agreement. Pursuant to Section 5.01[(a)/(b)] of the Credit Agreement, [ ], the duly authorized [Chief Financial Officer/Treasurer/Chief Accounting Officer] of The Valspar Corporation, hereby certifies that the consolidated balance sheet of the Company and its Consolidated Subsidiaries on a consolidated basis) Quarter Ended2 Quarter Ended Quarter Ended Quarter Ended Four Quarter Period Ended plus all merger, integration, restructuring and transaction costs payable by Holdings or any of its Subsidiaries in connection with the Transactions (in an aggregate amount not to exceed $350,000,000, as such amount may be increased with the approval of the Administrative Agent) minus extraordinary gains minus non-cash gains increasing net income (excluding any such non-cash gain to end of the extent it represents the reversal of an accrual or reserve for potential cash gain in any prior period) minus interest income Consolidated EBITDA Form of Compliance Certificate For the Fiscal [Quarter/Year Year] ended SCHEDULE 3 [ ] and the related statement of income and statement of cash flows furnished to each of the Compliance Certificate ($ in 000’s) CONSOLIDATED INTEREST EXPENSE CONSOLIDATED INTEREST EXPENSE (for Holdings and its Subsidiaries on a consolidated basis) Quarter Ended3 Quarter Ended Quarter Ended Quarter Ended Four Quarter Period Ended Total interest expense (including that portion attributable to capital leases Lenders simultaneously herewith are fairly presented, prepared in accordance with GAAP GAAP, applied on a basis consistent with the most recent audited consolidated financial statements of the Company and capitalized interestits Consolidated Subsidiaries (subject to normal year-end adjustments). Pursuant to Section 5.01(c) of Holdings and its Subsidiaries for such periodthe Credit Agreement, on a consolidated basis with respect to all outstanding Consolidated Debt for Borrowed Money, including all commissions, discounts and other fees and charges owed with respect to letters of credit minus interest expense not payable in cash minus income (net of costs) under Hedge Agreements in respect of interest rates 3 Consolidated Interest Expense for the fiscal quarters of Holdings ended closest to June 30, 2011, September 30, 2011 and December 31, 2011 will be deemed to be equal the amounts set forth for such fiscal quarters on Schedule 1.01(b), and Consolidated Interest Expense for the period from the earlier of (A) the first day of the most recently ended fiscal quarter immediately preceding the Closing Date, if Consolidated Interest Expense for such fiscal quarter is not set forth on Schedule 1.01(b), or (B) otherwise[ ], the first day duly authorized [Chief Financial Officer/Treasurer/Chief Accounting Officer] of the fiscal quarter during which the Closing Date occursThe Valspar Corporation, through the Closing Date will be computed as if the Acquisition had been consummated on the first day of such period in a manner similar to the calculation of the amounts set forth on Schedule 1.01(bhereby (i) for the periods provided therein, as determined in good faith by Holdings and reasonably acceptable certifies to the Administrative Agent.Agent and the Lenders that the information contained in the Compliance Check List attached hereto is true, accurate and complete as of [ ], and that no Default or Event of Default is in existence on and as of the date hereof and (ii) restates and reaffirms that the representations and warranties contained in Article III of the Credit Agreement are true on and as of the date hereof as though restated on and as of this date. THE VALSPAR CORPORATION, by Name: [ ] Title: [Chief Financial Officer/Treasurer/Chief Accounting Officer] Date COMPLIANCE CHECK LIST The Valspar Corporation __________________________ [ ____________ ]
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Form of Compliance Certificate. CONSOLIDATED Exhibit A Total Secured Leverage Ratio Calculations Total Secured Leverage Ratio = T1 / T2: T1 Consolidated Secured Indebtedness7 as of the last day of the fiscal quarter $_________ T2 Consolidated EBITDA for the four-fiscal quarter period ending on such date (from Line D1 below) $_________ Consolidated EBITDA:8 A1 Consolidated Net Income which means, for Holdings any period, the consolidated net income (or loss) of the Loan Parties and its Subsidiaries their respective Subsidiaries, determined on a consolidated basisbasis in accordance with GAAP, which shall be set forth in the Borrower’s publicly filed financial statements as the “Net Income” or “Net Loss” line item; provided that there shall be excluded, without duplication, the income (or deficit) Quarter Ended2 Quarter Ended Quarter Ended Quarter Ended Four Quarter Period Ended plus all merger, integration, restructuring and transaction costs payable by Holdings of any Person accrued prior to the date it becomes a Subsidiary or is merged into or consolidated with any Loan Party or any of its their respective Subsidiaries in connection with the Transactions (in an aggregate amount not to exceed $350,000,000_________ Consolidated Net Income B1 Consolidated Interest Expense which means, as such amount may be increased with the approval of the Administrative Agent) minus extraordinary gains minus non-for any period, total cash gains increasing net income (excluding any such non-cash gain to the extent it represents the reversal of an accrual or reserve for potential cash gain in any prior period) minus interest income Consolidated EBITDA Form of Compliance Certificate For the Quarter/Year ended SCHEDULE 3 to the Compliance Certificate ($ in 000’s) CONSOLIDATED INTEREST EXPENSE CONSOLIDATED INTEREST EXPENSE (for Holdings and its Subsidiaries on a consolidated basis) Quarter Ended3 Quarter Ended Quarter Ended Quarter Ended Four Quarter Period Ended Total interest expense (including that portion attributable to capital leases in accordance with GAAP and capitalized interestCapital Lease Obligations) of Holdings the Loan Parties and its their respective Subsidiaries for such period, on a consolidated basis period with respect to all outstanding Consolidated Debt for Borrowed Money, Indebtedness of the Loan Parties and their respective Subsidiaries (including all commissions, discounts and other fees and charges owed with respect to letters of credit minus interest expense not payable in cash minus income (and bankers’ acceptance financing and net of costs) costs under Hedge Agreements swap agreements in respect of interest rates 3 to the extent such net costs are allocable to such period in accordance with GAAP) $_________ B2 provisions for Taxes based on income $_________ B3 non-cash expenses resulting from write-downs of assets (other than inventory, accounts receivable or other current assets) and the impairment of goodwill $_________ B4 non-cash non-recurring losses (including losses on asset sales and extinguishment of debt) $_________ _______________ 7 The aggregate amount of Indebtedness of the Loan Parties and their respective Subsidiaries that, as of such date, is secured by a Lien on any asset or property of the Loan Parties or any of their respective Subsidiaries. 8 For the purposes of calculating Consolidated Interest Expense EBITDA in connection with determining the Total Secured Leverage Ratio or for the fiscal quarters calculation of Holdings ended closest Consolidated EBITDA pursuant to June 30Section 6.17(f) of the Loan Agreement, 2011in each case, September 30for any measurement period, 2011 and December 31if at any time during such measurement period Borrower or any of its Subsidiaries shall have made a Closing Date Acquisition or Permitted Acquisition, 2011 will be deemed to be equal the amounts set forth Consolidated EBITDA for such fiscal quarters on Schedule 1.01(b), and Consolidated Interest Expense for the measurement period from the earlier of shall be calculated after giving pro forma effect thereto (A) the first day of the most recently ended fiscal quarter immediately preceding the Closing Date, as if Consolidated Interest Expense for any such fiscal quarter is not set forth on Schedule 1.01(b), or (B) otherwise, the first day of the fiscal quarter during which the Closing Date occurs, through the Closing Date will be computed as if the Acquisition had been consummated or Permitted Acquisition occurred on the first day of such period in a manner similar to the calculation of the amounts set forth on Schedule 1.01(b) for the periods provided therein, as determined in good faith by Holdings and reasonably acceptable to the Administrative Agentmeasurement period).
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Samples: Loan and Security Agreement (Sterling Construction Co Inc)
Form of Compliance Certificate. CONSOLIDATED EBITDA B5 total depreciation expense $_________ B6 total amortization expense $_________ B7 non-cash stock-based compensation expense $_________ B8 to the extent less than Twelve Million Dollars (for Holdings $12,000,000) is received from the NTTA Matter, an amount equal to the difference between Twelve Million Dollars ($12,000,000) and its Subsidiaries on a consolidated basis) Quarter Ended2 Quarter Ended Quarter Ended Quarter Ended Four Quarter Period Ended plus all mergersuch amount so received; provided that, integration, restructuring such add-back pursuant to this Line B8 shall be taken in the fiscal quarter in which such amount is received by the Borrower $_________ B9 one-time non-recurring costs and transaction costs payable by Holdings or any of its Subsidiaries expenses incurred in connection with the Transactions (in an aggregate amount not to exceed Six Million Dollars ($350,000,0006,000,000) to the extent disclosed to Agent and the Lenders in a sources of uses or funds flow on or prior to the Closing Date $_________ B10 The sum, as such amount may be increased with the approval without duplication, of the Administrative Agent) minus extraordinary gains minus amounts for such period, but solely to the extent decreasing Consolidated Net Income for such period, of Line B1 through Line B9 $_________ C1 non-cash gains increasing net income (excluding any such non-cash gain recurring gains (including gains on asset sales and extinguishment of debt) $_________ C2 interest income $_________ C3 any benefit, including income tax credits and refunds, from income taxes (including franchise, gross receipts and single business taxes imposed in lieu of income taxes) $_________ C4 to the extent it represents more than Twelve Million Dollars ($12,000,000) is received from the reversal NTTA Matter, an amount equal to the difference between Twelve Million Dollars ($12,000,000) and such amount so received; provided that, such deduction pursuant to this Line C4 shall be taken in the fiscal quarter in which such amount is received by the Borrower $_________ C5 any amount shown on the consolidated statement of an accrual or reserve cash flows of Borrower on the line item “distributions to non-controlling interest owners” $_________ C6 The sum, without duplication, of the amounts for potential cash gain in any prior such period) , but solely to the extent increasing Consolidated Net Income for such period, of Line C1 through Line C5 $_________ D1 Line A1 plus Line B10 minus interest income Line C6 $_________ Consolidated EBITDA Exhibit K – Form of Compliance Certificate For the Quarter/Year ended [SCHEDULE 3 to the IV Perfection Certificate] Exhibit K – Form of Compliance Certificate ($ in 000’s) CONSOLIDATED INTEREST EXPENSE CONSOLIDATED INTEREST EXPENSE (for Holdings [SCHEDULE V Representations and its Subsidiaries on a consolidated basis) Quarter Ended3 Quarter Ended Quarter Ended Quarter Ended Four Quarter Period Ended Total interest expense (including that portion attributable to capital leases in accordance with GAAP and capitalized interest) Warranties] Exhibit K – Form of Holdings and its Subsidiaries for such period, on a consolidated basis with respect to all outstanding Consolidated Debt for Borrowed Money, including all commissions, discounts and other fees and charges owed with respect to letters of credit minus interest expense not payable in cash minus income (net of costs) under Hedge Agreements in respect of interest rates 3 Consolidated Interest Expense for the fiscal quarters of Holdings ended closest to June 30, 2011, September 30, 2011 and December 31, 2011 will be deemed to be equal the amounts set forth for such fiscal quarters on Schedule 1.01(b), and Consolidated Interest Expense for the period from the earlier of (A) the first day of the most recently ended fiscal quarter immediately preceding the Closing Date, if Consolidated Interest Expense for such fiscal quarter is not set forth on Schedule 1.01(b), or (B) otherwise, the first day of the fiscal quarter during which the Closing Date occurs, through the Closing Date will be computed as if the Acquisition had been consummated on the first day of such period in a manner similar to the calculation of the amounts set forth on Schedule 1.01(b) for the periods provided therein, as determined in good faith by Holdings and reasonably acceptable to the Administrative Agent.Compliance Certificate EXHIBIT L-1
Appears in 1 contract
Samples: Loan and Security Agreement (Sterling Construction Co Inc)
Form of Compliance Certificate. CONSOLIDATED EBITDA (for Holdings and its Subsidiaries on a consolidated basis) Quarter Ended2 Quarter Ended Quarter Ended Quarter Ended Four Quarter Period Ended plus all merger, integration, restructuring and transaction costs payable by Holdings or any of its Subsidiaries in connection with the Transactions (in an aggregate amount not to exceed $350,000,000KeyBank National Association, as such amount may be increased with Agent 0000 Xxxxxxxxx Xxxx, N.E. Suite 1550 Atlanta, Georgia 30328 Attn: Xx. Xxxxxx X. Silbert Ladies and Gentlemen: Reference is made to the approval Unsecured Term Loan Agreement dated as of September 30, 2011 (the “Loan Agreement”) by and among Ramco-Xxxxxxxxxx Properties, L.P. (the “Borrower”), Ramco-Xxxxxxxxxx Properties Trust (the “Trust”), KeyBank National Association, for itself and as Agent, and the other Banks from time to time party thereto. Terms defined in the Loan Agreement and not otherwise defined herein are used herein as defined in the Loan Agreement. Pursuant to the Loan Agreement, the Borrower is furnishing to you herewith (or have most recently furnished to you) the financial statements of the Administrative Agent) minus extraordinary gains minus non-cash gains increasing net income Borrower, the Trust and their respective Subsidiaries for the fiscal period ended _____________________ (excluding any such non-cash gain to the extent it represents the reversal of an accrual or reserve for potential cash gain in any prior period) minus interest income Consolidated EBITDA Form of Compliance Certificate For the Quarter/Year ended SCHEDULE 3 to the Compliance Certificate ($ in 000’s) CONSOLIDATED INTEREST EXPENSE CONSOLIDATED INTEREST EXPENSE (for Holdings and its Subsidiaries on a consolidated basis) Quarter Ended3 Quarter Ended Quarter Ended Quarter Ended Four Quarter Period Ended Total interest expense (including that portion attributable to capital leases “Balance Sheet Date”). Such financial statements have been prepared in accordance with GAAP and capitalized interestpresent fairly the financial position of the Borrower, the Trust and the Subsidiaries covered thereby at the date thereof and the results of their operations for the periods covered thereby, subject in the case of interim statements only to normal year-end audit adjustments. This certificate is submitted in compliance with requirements of §7.4(e) or §10.11 of Holdings the Loan Agreement or such other provision of the Loan Agreement requiring the delivery of a Compliance Certificate. If this certificate is provided under a provision other than §7.4(e), the calculations provided below are made using the financial statements of the Borrower, the Trust and their respective Subsidiaries as of the Balance Sheet Date adjusted in the best good-faith estimate of the Borrower and the Trust to give effect to the making of a Loan, acquisition or disposition of property or other event that occasions the preparation of this certificate; and the nature of such event and the Borrower’s and the Guarantor’s estimate of its Subsidiaries for such periodeffects are set forth in reasonable detail in an attachment hereto. The undersigned officer is the chief financial or chief accounting officer of the Trust and of the general partner of the Borrower. The undersigned officers have caused the provisions of the Loan Documents to be reviewed and have no knowledge of any Default or Event of Default. [Note: If the signers do have knowledge of any Default or Event of Default, on a consolidated basis the form of certificate should be revised to specify the Default or Event of Default, the nature thereof and the actions taken, being taken or proposed to be taken by the Borrower and the Trust with respect thereto.] The Borrower and the Trust are attaching hereto the Borrowing Base Property Certificate and supporting information. The Borrower and the Trust are providing the attached information to all outstanding Consolidated Debt for Borrowed Moneydemonstrate compliance as of the date hereof with the covenants described in the attachment hereto. IN WITNESS WHEREOF, including all commissionswe have hereunto set our hand this ____ day of _____________, discounts 201__. RAMCO-XXXXXXXXXX PROPERTIES, L.P. By: Ramco-Xxxxxxxxxx Properties Trust, its General Partner By: Title: RAMCO-XXXXXXXXXX PROPERTIES TRUST By: Title: APPENDIX A TO COMPLIANCE CERTIFICATE [TO BE ATTACHED] EXHIBIT J FORM OF ASSIGNMENT AND ACCEPTANCE AGREEMENT THIS ASSIGNMENT AND ACCEPTANCE AGREEMENT (this “Agreement”) dated _____________, _____, by and other fees and charges owed with respect to letters of credit minus interest expense not payable in cash minus income between _________________________________ (net of costs) under Hedge Agreements in respect of interest rates 3 Consolidated Interest Expense for the fiscal quarters of Holdings ended closest to June 30, 2011, September 30, 2011 and December 31, 2011 will be deemed to be equal the amounts set forth for such fiscal quarters on Schedule 1.01(b“Assignor”), and Consolidated Interest Expense for the period from the earlier of ____________________________ (A) the first day of the most recently ended fiscal quarter immediately preceding the Closing Date, if Consolidated Interest Expense for such fiscal quarter is not set forth on Schedule 1.01(b“Assignee”), or (B) otherwise, the first day of the fiscal quarter during which the Closing Date occurs, through the Closing Date will be computed as if the Acquisition had been consummated on the first day of such period in a manner similar to the calculation of the amounts set forth on Schedule 1.01(b) for the periods provided therein, as determined in good faith by Holdings and reasonably acceptable to the Administrative Agent.
Appears in 1 contract
Samples: Unsecured Term Loan Agreement (Ramco Gershenson Properties Trust)
Form of Compliance Certificate. CONSOLIDATED For the Quarter/Year ended ___________________ (“Statement Date”) SCHEDULE 2 to the Compliance Certificate ($ in 000’s) Consolidated EBITDA (for Holdings in accordance with the definition of Consolidated EBITDA as set forth in the Agreement) Quarter Ended __________ Quarter Ended __________ Quarter Ended __________ Quarter Ended __________ Twelve Months Ended __________ the net income (loss) of the Borrower and its Subsidiaries on a consolidated basis) Quarter Ended2 basis – the net income of any Subsidiary during such Subject Period to the extent that the declaration or payment of dividends or similar distributions by such Subsidiary of such income is not permitted by operation of the terms of its Organization Documents or any agreement, instrument or Law applicable to such Subsidiary (unless such restrictions on dividends or similar distributions have been legally and effectively waived), other than to the extent of the Borrower’s equity in any net loss of any such Subsidiary Form of Compliance Certificate Quarter Ended __________ Quarter Ended __________ Quarter Ended Four __________ Quarter Ended __________ Twelve Months Ended __________ Any after-tax income (after-tax loss) for such Subject Period of any Person if such Person is not a Subsidiary + the Borrower’s equity in such income of any Person referred to in the immediately preceding row for such Subject Period up to the aggregate amount of cash actually distributed by such Person during such Subject Period to the Borrower or a Subsidiary as a dividend or other distribution (and in the case of a dividend or other distribution to a Subsidiary, such Subsidiary is not precluded from further distributing such amount to the Borrower as described in the second row of this Schedule 2) – any after-tax gain (after-tax loss) realized as a result of the cumulative effect of a change in accounting principles or the implementation of new accounting standards related to revenue and lease accounting – any after-tax gain (after-tax loss) attributable to any foreign currency hedging arrangements or currency fluctuations Form of Compliance Certificate Quarter Ended plus all merger__________ Quarter Ended __________ Quarter Ended __________ Quarter Ended __________ Twelve Months Ended __________ – after-tax extinguishment charges relating to the early extinguishment of Indebtedness and obligations under Swap Contracts and after-tax extinguishment charges relating to upfront fees and original issue discount on Indebtedness – any pension or other post-retirement after-tax gain (after-tax expense) for such Subject Period – the amount of any cash payments made during such Subject Period relating to pension and other post-retirement costs (except for any payments made in respect of the Pension Funding in excess of the amount of required regulatory contributions during such Subject Period (as reasonably determined by the Borrower)) = Consolidated Net Income + proceeds of business interruption insurance received during the Subject Period, integrationto the extent not included in Consolidated Net Income +Consolidated Interest Charges (not calculated on a Pro Forma Basis) C-14 Form of Compliance Certificate Quarter Ended __________ Quarter Ended __________ Quarter Ended __________ Quarter Ended __________ Twelve Months Ended __________ +provision for Federal, State, local and foreign income taxes payable +depreciation expense +amortization expense + asset impairment charges + expenses reimbursed by third parties (including through insurance and indemnity payments) + fees and expenses incurred in connection with the Transactions, any Permitted Receivables Facility, any proposed or actual issuance of any Indebtedness or Equity Interests (including upfront fees and original issue discount), or any proposed or actual acquisitions, investments, asset sales or divestitures permitted hereunder, in each case that are expensed + non-cash restructuring and transaction costs payable by Holdings integration charges and cash restructuring and integration charges78 7 In the case of cash restructuring and integration charges, not to exceed $100,000,000 in any twelve-month period. 8 In the case of cash restructuring and integration charges, not to exceed $100,000,000 in any twelve-month period. Form of Compliance Certificate Quarter Ended __________ Quarter Ended __________ Quarter Ended __________ Quarter Ended __________ Twelve Months Ended __________ + non-cash stock expense and non-cash equity compensation expense +other expenses or losses, including purchase accounting entries such as inventory adjustment to fair value, reducing such Consolidated Net Income which do not represent a cash item + expenses or losses in respect of discontinued operations of the Borrower or any of its Subsidiaries + any unrealized losses attributable to the application of “xxxx to market” accounting in connection respect of Swap Contracts + with respect to any Disposition for which pro forma effect is required to be given pursuant to the Transactions (in an aggregate amount not to exceed $350,000,000definition of Pro Forma Basis, as such amount may be increased with the approval of the Administrative Agent) minus extraordinary gains minus any loss thereon - Federal, State, local and foreign income tax credits - all non-cash gains or other items increasing net income (excluding Consolidated Net Income - gains in respect of discontinued operations of the Borrower or any of its Subsidiaries Form of Compliance Certificate Quarter Ended __________ Quarter Ended __________ Quarter Ended __________ Quarter Ended __________ Twelve Months Ended __________ - any unrealized gains for such non-cash gain period attributable to the extent it represents application of “xxxx to market” accounting in respect of Swap Contracts - with respect to any Disposition for which pro forma effect is required to be given pursuant to the reversal definition of an accrual or reserve for potential cash Pro Forma Basis, any gain in any prior period) minus interest income thereon = Consolidated EBITDA Form of Compliance Certificate For the Quarter/Year ended ___________________, ____ (“Statement Date”) SCHEDULE 3 to the Compliance Certificate ($ in 000’s) CONSOLIDATED INTEREST EXPENSE CONSOLIDATED INTEREST EXPENSE (for Holdings and its Subsidiaries on a consolidated basisI. Sections 7.03(k) Quarter Ended3 Quarter Ended Quarter Ended Quarter Ended Four Quarter Period Ended Total interest expense (including that portion attributable to capital leases in accordance with GAAP and capitalized interestand/or 7.06(g) of Holdings and its Subsidiaries for such period, on a consolidated basis with respect to all outstanding Consolidated Debt for Borrowed Money, including all commissions, discounts and other fees and charges owed with respect to letters of credit minus interest expense not payable in cash minus income (net of costs) under Hedge Agreements in respect of interest rates 3 Consolidated Interest Expense for the fiscal quarters of Holdings ended closest to June 30, 2011, September 30, 2011 and December 31, 2011 will be deemed to be equal the amounts set forth for such fiscal quarters on Schedule 1.01(b), and Consolidated Interest Expense for the period from the earlier of (A) the first day of the most recently ended fiscal quarter immediately preceding the Closing Date, if Consolidated Interest Expense for such fiscal quarter is not set forth on Schedule 1.01(b), or (B) otherwise, the first day of the fiscal quarter during which the Closing Date occurs, through the Closing Date will be computed as if the Acquisition had been consummated on the first day of such period in a manner similar to the calculation of the amounts set forth on Schedule 1.01(b) for the periods provided therein, as determined in good faith by Holdings and reasonably acceptable to the Administrative Agent– Available Amount.
Appears in 1 contract
