Example Definitions of "Amendments to Definitions"
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: "Applicable Margin" shall 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, such amount shall be reduced by $500,000 on January 1, 2017 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, 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). "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 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 $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 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 for such fiscal year, plus (ix) non-recurring office move expenses for such period in an aggregate amount not to exceed $750,000." 2 "Maximum Revolving Advance Amount" 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.View More
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). View More
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. View More
Amendments to Definitions. (i) All references to the term "Applicable Margin" in the Loan Agreement or any other Financing Agreements and each such reference is hereby amended to mean, at any time, as to the Interest Rate for Prime Rate Loans and the Interest Rate for Eurodollar Rate Loans the applicable percentage (on a per annum basis) set forth below if either (A) the sum of: (1) the Quarterly Average Excess Availability for the immediately preceding fiscal quarter plus (2) the Excess Cash as of the last day of the... immediately preceding fiscal quarter is at or within the amounts indicated for such percentage or (B) the Leverage Ratio as of the last day of the immediately preceding fiscal quarter (which ratio for this purpose shall be calculated based on the four (4) immediately preceding fiscal quarters) is at or within the levels indicated for such percentage: Tier Quarterly AverageExcess Availabilityplus Excess Cash Leverage Ratio ApplicablePrimeRate Margin ApplicableEurodollarRate Margin 1 Greater than $65,000,000 1.75 to 1.00 or less 0 % 1.60 % 2 Greater than or equal to $45,000,000 and less than or equal to $65,000,000 Greater than 1.75 to 1.00 but equal to or less than 2.00 to 1.00 0 % 1.80 % 3 Greater than or equal to $35,000,000 and less than $45,000,000 Greater than 2.00 to 1.00 but equal to or less than 3.00 to 1.00 0 % 2 % 4 Greater than or equal to $25,000,000 and less than $35,000,000 Greater than 3.00 to 1.00 but equal to or less than 4.00 to 1.00 .25 % 2.25 % 5 Less than $25,000,000 Greater than 4.00 to 1.00 .5 % 2.50 % provided, that, (A) the Applicable Margin shall be calculated and established once each fiscal quarter (commencing with the fiscal quarter ending on October 31, 2004, but with the Applicable 2 Margin based on the above to be effective as of October 1, 2004) and shall remain in effect until adjusted thereafter at the end of the next quarter and (B) the Applicable Margin shall be the lower percentage set forth above based on (1) the sum of the Quarterly Average Excess Availability and the Excess Cash as provided above or (2) the Leverage Ratio. (ii) The definition of the term "Consolidated Net Income" is hereby amended to delete the portion of the definition prior to clause (a) thereof and substitute the following therefor: "Consolidated Net Income" shall mean, with respect to any Person for any period, the aggregate of the net income (loss) of such Person and its Subsidiaries, on a consolidated basis, for such period (excluding to the extent included therein any extraordinary or non-recurring gains and extraordinary non-cash charges, including impairment charges to property, plant and equipment, Intellectual Property or goodwill and non-cash charges related to employee benefits or other management compensation plans and any non-cash compensation charges arising from any grants, issuance or repricing of stock, stock options or other equity based awards) after deducting all charges which should be deducted before arriving at the net income (loss) for such period and after deducting the Provision for Taxes for such period, all as determined in accordance with GAAP; provided, that," (iii) The reference to the amount of "$20,000,000" in the definition of the term "Eligible Factor Receivables" in the Loan Agreement is hereby deleted and the amount of "$30,000,000" substituted therefor. (iv) All references to the term "Inventory Loan Limit" in the Loan Agreement or any of the other Financing Agreements and each such reference is hereby amended to mean $65,000,000.View More
Amendments to Definitions. (i) Eligible Equipment. The definition of "Eligible Equipment" in Section 1.43 of the Loan Agreement is hereby amended by deleting the phrase "on the date hereof" and substituting "on the Amendment No. 7 Effective Date" therefor. (ii) Equipment Availability. The definition of "Equipment Availability" in Section 1.48 of the Loan Agreement is hereby amended by deleting the proviso to such Section in its entirety and substituting the following therefor: "provided, that, the Equipment Availability... shall be reduced, as of the first day of each month, commencing on February 1, 2013, by an amount equal to $333,333.33."View More
