Amendments to Definitions.
The definitions below contained in Section 1.2 of the Credit Agreement
are is hereby amended
by amending and
restated in their entirety as follows: restating the following defined terms: "Applicable Margin" shall
mean, as of the Twelfth Amendment Date, (a) an amount equal to three-quarters of one percent (0.75%) for Revolving Advances consisting of Domestic Rate Loans, (b) an amount equal to three percent and one half of one percent (3.50%) for Revolving Advances consisting of Eurodollar Rate... Loans, (c) an amount equal to one and one quarter of one percent (1.25%) for Advances under the Term Loan consisting of Domestic Rate Loans, and (d) an amount equal to four percent (4.00%) for Advances under the Term Loan consisting of Eurodollar Rate Loans. Thereafter, commencing with the fiscal quarter ending September 30, 2018, (x) if, as of the end of any two consecutive fiscal quarters, Borrowers maintain a Fixed Charge Coverage Ratio of not less than 1.10 to 1.00 on a trailing twelve month basis as of the end of each such quarter and (y) so long as no Event of Default or Default shall have occurred and be continuing, the percentages set forth above shall be adjusted to mean (a) an amount equal to one-quarter of one percent (0.25%) for Revolving Advances consisting of Domestic Rate Loans, (b) an amount equal to three percent (3.00%) for Revolving Advances consisting of Eurodollar Rate Loans, (c) an amount equal to three-quarters of one percent (0.75%) for Advances under the Term Loan consisting of Domestic Rate Loans, and (d) an amount equal to three and one-half of one percent (3.50%) for Advances under the Term Loan consisting of Eurodollar Rate Loans. "Availability Reserve" shall mean, on the Eleventh Amendment Date, $10,000,000; provided, that, Any such amount adjustment shall be reduced by $500,000 on January 1, 2017 and effective on the first business day of each calendar quarter thereafter. "Debt Payments" shall mean and include (a) all cash actually expended by any Borrower to make interest payments on any Advances hereunder (other than amounts previously treated as Debt Payments under clause (b)), plus (b) accrued but unpaid interest on account of Eurodollar Rate Loans, plus (c) scheduled principal payments in respect the month following receipt of the Term Loan; provided, however, to quarterly financial statements of Borrowers on a consolidated and consolidating basis and accompanying Compliance Certificate required under Section 9.8 for the extent the Term Loan is reserved in the Formula Amount, any amortization payments shall be excluded from this definition, plus (d) to the extent not already deducted in the calculation of EBITDA, all cash actually expended by any Borrower to make payments for all fees, commissions and charges set forth herein and with respect to any Advances, plus (e) all cash actually expended by any Borrower to make payments on Capitalized Lease Obligations, plus (f) all cash actually expended by any Borrower to make payments with respect to any other Indebtedness for borrowed money (including any Earnout Payments, but excluding repayment of any Revolving Advances). most recently completed fiscal quarter. "EBITDA" shall mean, for any period, the sum of (i) Earnings Before Interest and Taxes for such period, plus (ii) depreciation expenses for such period, plus (iii) amortization expenses for such period, plus (iv) the amendment fee fees in the amount of (x) $50,000 payable by Borrowers pursuant to the Eleventh Amendment (to the extent paid by Borrowers during such period), plus (v) the Commitment Fee in the amount of period) and (y) $50,000 payable by the Borrowers pursuant to the Project Apache Letter Agreement Twelfth Amendment (to the extent paid by the Borrowers during such period), plus (vi) non-recurring transaction related expenses for such period related to the proposed Acquisition (as such term is defined in the Project Apache Letter Agreement) in an aggregate amount not to exceed $650,000, plus (vii) (v) non-cash stock compensation expense for such period, not to exceed $500,000 $750,000 in the aggregate during any fiscal year, plus (viii) (vi) costs incurred in connection with restructuring and severance expenses (x) during the fiscal year ending ended December 31, 2016 in an aggregate amount not to exceed $200,000 for such fiscal year and (y) during the fiscal year ending December 31, 2017 in an aggregate amount not to exceed $1,000,000 $2,000,000 for such fiscal year, plus (ix) (vii) non-recurring office move expenses for such period in an aggregate amount not to exceed $750,000." 2 "Maximum Revolving Advance Amount" $1,000,000, plus (viii) non-cash charges or impairments for such period not to exceed $2,000,000 in the aggregate during any fiscal year (or such additional amount during any fiscal year, subject to prior approval by Agent, which approval shall mean $30,000,000. "Maximum US Revolving Advance Amount" shall mean $30,000,000. "Term Note" shall mean that certain Amended and Restated Term Note, dated as of the Eleventh Amendment Date, by US Borrowers in favor of Agent. not be unreasonably withheld).
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Amendments to Definitions. The definitions below contained in Section 1.2 of the Credit Agreement are hereby amended and restated in their entirety as follows:
"Advances" shall mean and include the Term Loan, the Revolving Advances and Letters of Credit. "Applicable Margin" shall mean (a) an amount equal to
one-quarter one-half of one percent
(0.25%) (0.50%) for Revolving Advances consisting of Domestic Rate Loans, (b) an amount equal to three
and one-quarter percent
(3.00%) (3.25%) for Revolving Advances consisting of
... Eurodollar Rate Loans, (c) an amount equal to three-quarters of one percent (0.75%) (1.00%) for Advances under the Term Loan consisting of Domestic Rate Loans, and (d) an amount equal to three and one-half of one three-quarters percent (3.50%) (3.75%) for Advances under the Term Loan consisting of Eurodollar Rate Loans. "Availability Reserve" shall mean, on the Eleventh Tenth Amendment Date, $10,000,000; $5,000,000; provided, that, such amount shall be reduced by $500,000 $250,000 on January April 1, 2017 2016 and on the first day of each calendar quarter thereafter. "Debt Payments" shall mean and include (a) all cash actually expended by any Borrower to make interest payments on any Advances hereunder (other than amounts previously treated as Debt Payments under clause (b)), plus (b) accrued but unpaid interest on account of Eurodollar Rate Loans, plus (c) scheduled principal payments in respect of the Term Loan; provided, however, to the extent the Term Loan is reserved in the Formula Amount, any amortization payments shall be excluded from this definition, Loan, plus (d) to the extent not already deducted in the calculation of EBITDA, all cash actually expended by any Borrower to make payments for all fees, commissions and charges set forth herein and with respect to any Advances, plus (e) all cash actually expended by any Borrower to make payments on Capitalized Lease Obligations, plus (f) all cash actually expended by any Borrower to make payments with respect to any other Indebtedness for borrowed money (including any Earnout Payments, but excluding repayment of any Revolving Advances). 2 "EBITDA" shall mean, for any period, the sum of (i) Earnings Before Interest and Taxes for such period, plus (ii) depreciation expenses for such period, plus (iii) amortization expenses for such period, plus (iv) the amendment fee in the amount of $50,000 $10,000 payable by Borrowers pursuant to the Eleventh Ninth Amendment (to the extent paid by Borrowers during such period), plus (v) the Commitment Fee in the amount of $50,000 payable by Borrowers pursuant to the Project Apache Letter Agreement (to the extent paid by Borrowers during such period), plus (vi) non-recurring transaction related expenses for such period related to the proposed Acquisition (as such term is defined in the Project Apache Letter Agreement) in an aggregate amount not to exceed $650,000, plus (vii) non-cash stock compensation expense for such period, not to exceed $500,000 in the aggregate during any fiscal year, plus (viii) costs incurred in connection with severance expenses (x) during the fiscal year ending December 31, 2016 2015 in an aggregate amount not to exceed $200,000 $1,000,000 for such fiscal year and (y) during the fiscal year ending December 31, 2017 2016 in an aggregate amount not to exceed $1,000,000 $200,000 for such fiscal year, plus (ix) non-recurring office move expenses for such period in an year." "Maximum Loan Amount" shall mean, at any time, the amount equal to $40,000,000, less the aggregate amount not to exceed $750,000." 2 of all repayments and prepayments of the Term Loan at such time. "Maximum Revolving Advance Amount" shall mean $30,000,000. $35,000,000. "Maximum US Revolving Advance Amount" shall mean $30,000,000. "Term Note" $35,000,000. "Notes" shall mean, collectively, the Term Note and the Revolving Credit Notes; each a "Note". "Revolving Advances" shall mean that certain Amended all Advances other than the Term Loan and Restated Letters of Credit. "Undrawn Availability" shall mean, on a particular date, an amount equal to (a) the lesser of (i) the Formula Amount or (ii) the Maximum Revolving Advance Amount less the Maximum Undrawn Amount of all outstanding Letters of Credit, minus (b) the sum of (i) the aggregate outstanding amount of Advances (other than the Term Note, dated as Loan), plus (ii) all amounts due and owing to any Borrower's trade creditors which are outstanding sixty (60) days beyond their original due date, plus (iii) fees and expenses for which Borrowers are liable but which have not been paid or charged to Borrowers' Account. 3 "Unfunded Capital Expenditures" shall mean Capital Expenditures made through Advances or out of Borrowers' own funds other than through equity contributed subsequent to the Eleventh Amendment Date, by US Borrowers in favor of Agent. Closing Date or purchase money or other financing or lease transactions permitted hereunder.
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