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Exhibit 10.1 $155,000,000CREDIT AGREEMENTamongGLOBAL PETROLEUM, INC.,as Borrower,The Several Lenders from Time to Time Parties Hereto,PNC BANK, NATIONAL ASSOCIATION,as Documentation Agent
and
Syndication Agent,andJPMORGAN CHASE BANK, N.A.,as Administrative AgentDated as of September 18, 2006J.P. MORGAN SECURITIES INC. and PNC CAPITAL MARKETS LLC,as Co-Lead Arrangers and Joint Bookrunners


TABLE OF CONTENTS Page SECTION 1. DEFINITIONS 1 1.1 Defined Terms 1 1.2 Other Definitional Provisions 19 SECTION 2. AMOUNT AND TERMS OF COMMITMENTS 19 2.1 Commitments 19 2.2 Procedure for Term Loan Borrowing 20 2.3 Repayment of Term Loans 20 2.4 Optional Prepayments 21 2.5 Mandatory Prepayments and Commitment Reductions 22 2.6 Conversion and Continuation Options 22 2.7 Limitations on Eurodollar Tranches 23 2.8 Interest Rates and Payment Dates 23 2.9 Computation of Interest and Fees 23 2.10 Inability to Determine Interest Rate 24 2.11 Pro Rata Treatment and Payments 24 2.12 Requirements of Law 25 2.13 Taxes 26 2.14 Indemnity 28 2.15 Change of Lending Office 28 2.16 Replacement of Lenders 29 2.17 Increase in Term Commitments 29 2.18 Intercreditor Agreement 30 SECTION 3. REPRESENTATIONS AND WARRANTIES 30 3.1 Financial Condition 30 3.2 No Change 32 3.3 Existence; Compliance with Law 32 3.4 Power; Authorization; Enforceable Obligations 32 3.5 No Legal Bar 32 3.6 Litigation 32 3.7 No Default 33 3.8 Ownership of Property; Liens 33 3.9 Intellectual Property 33 3.10 Taxes 33 3.11 Federal Regulations 33 3.12 Labor Matters 33 3.13 ERISA 33 3.14 Investment Company Act; Other Regulations 34 3.15 Subsidiaries 34 3.16 Use of Proceeds 34 3.17 Environmental Matters 34 3.18 Accuracy of Information, etc. 35 3.19 Security Documents 35

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Page 3.20 Solvency 36 3.21 Regulation H 36 SECTION 4. CONDITIONS PRECEDENT 36 4.1 Conditions to Initial Extension of Credit 36 4.2 Conditions to Each Extension of Credit 38 SECTION 5. AFFIRMATIVE COVENANTS 38 5.1 Financial Statements 38 5.2 Certificates; Other Information 39 5.3 Payment of Obligations 40 5.4 Maintenance of Existence; Compliance 40 5.5 Maintenance of Property; Insurance 40 5.6 Inspection of Property; Books and Records; Discussions 40 5.7 Notices 41 5.8 Environmental Laws 41 5.9 Interest Rate Protection 41 5.10 Additional Collateral, etc. 42 5.11 Mortgages, etc 43 SECTION 6. NEGATIVE COVENANTS 43 6.1 Financial Condition Covenants 44 6.2 Indebtedness 44 6.3 Liens 45 6.4 Fundamental Changes 47 6.5 Disposition of Property 47 6.6 Restricted Payments 48 6.7 Capital Expenditures 48 6.8 Investments 49 6.9 Transactions with Affiliates 50 6.10 Sales and Leasebacks 50 6.11 Swap Agreements 50 6.12 Changes in Fiscal Periods 50 6.13 Negative Pledge Clauses 50 6.14 Clauses Restricting Subsidiary Distributions 50 6.15 Lines of Business 50 6.16 Amendments to Acquisition Documents 51 6.17 Amendments to ABL Loan Documents 51 SECTION 7. EVENTS OF DEFAULT 51 SECTION 8. THE AGENTS 54 8.1 Appointment 54 8.2 Delegation of Duties 54 8.3 Exculpatory Provisions 54 8.4 Reliance by Administrative Agent 54 8.5 Notice of Default 55


Page 8.6 Non-Reliance on Agents and Other Lenders 55 8.7 Indemnification 55 8.8 Agent in Its Individual Capacity 56 8.9 Successor Administrative Agent 56 8.10 Documentation Agent and Syndication Agent 56 SECTION 9. MISCELLANEOUS 56 9.1 Amendments and Waivers 56 9.2 Notices 58 9.3 No Waiver; Cumulative Remedies 59 9.4 Survival of Representations and Warranties 59 9.5 Payment of Expenses and Taxes 59 9.6 Successors and Assigns; Participations and Assignments 60 9.7 Adjustments; Set-off 63 9.8 Counterparts 63 9.9 Severability 63 9.10 Integration 64 9.11 GOVERNING LAW 64 9.12 Submission To Jurisdiction; Waivers 64 9.13 Acknowledgements 64 9.14 Releases of Guarantees and Liens 65 9.15 Confidentiality 65 9.16 WAIVERS OF JURY TRIAL 66 9.17 USA Patriot Act 66


SCHEDULES : 1.1A Commitments1.1B Mortgaged Property3.15 Subsidiaries3.19(a) UCC Filing Jurisdictions3.19(b) Mortgage Filing Jurisdictions6.2(d) Existing Indebtedness6.3(f) Existing Liens6.8 Existing Investments6.9 Transactions with Affiliates EXHIBITS : A Form of First Lien Guarantee and Collateral AgreementB Form of Compliance CertificateC Form of Closing CertificateD Form of MortgageE Form of Assignment and AssumptionF Form of Exemption CertificateG Form of Intercreditor Agreement

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CREDIT AGREEMENT (this " Agreement" ), dated as of September 18, 2006, among SPI PETROLEUM LLC, a Delaware limited liability company (" Holdings" ), GLOBAL PETROLEUM, INC., a Delaware corporation (the " Borrower" ), the several banks and other financial institutions or entities from time to time parties to this Agreement (the " Lenders" ), PNC BANK, NATIONAL ASSOCIATION, as documentation agent (in such capacity, the " Documentation Agent" ) and syndication agent (in such capacity, the " Syndication Agent" ), and JPMORGAN CHASE BANK, N.A., as administrative agent. The parties hereto hereby agree as follows:SECTION 1. DEFINITIONS Defined Terms . As used in this Agreement, the terms listed in this Section 1.1 shall have the respective meanings set forth in this Section 1.1. " ABL Administrative Agent" : PNC Bank, National Association, its successors and assigns and any other administrative agent appointed or otherwise designated under the ABL Credit Agreement. " ABL Credit Agreement" : the Revolving Credit and Security Agreement dated as of the date hereof among Holdings, the Borrower, the financial institutions from time to time parties thereto and the ABL Administrative Agent, as amended or modified in accordance with the Intercreditor Agreement. " ABL Facility Liens" : Liens on assets of the Loan Parties created by the ABL Loan Documents. " ABL Loan Documents" : the Loan Documents as defined in the ABL Credit Agreement and the ABL Securitization Documents. " ABL Obligations" : all payment and performance obligations of Holdings, the Borrower and their respective Subsidiaries under the ABL Loan Documents. " ABL Secured Parties" : the ABL Administrative Agent and the Lenders under the ABL Loan Documents. " ABL Securitization Documents" : the documents entered into in connection with the Securitization. " ABR" : for any day, a rate per annum (rounded upwards, if necessary, to the next 1 / 16 of 1%) equal to the greatest of (a) the Prime Rate in effect on such day, (b) the Base CD Rate in effect on such day plus 1% and (c) the Federal Funds Effective Rate in effect on such day plus 1 / 2 of 1%. For purposes hereof: " Prime Rate" shall mean the rate of interest per annum publicly announced from time to time by JPMorgan Chase Bank, N.A. as its prime rate in effect at its principal office in New York City (the Prime Rate not being intended to be the lowest rate of interest charged by JPMorgan Chase Bank, N.A. in connection with extensions of credit to debtors); " Base CD Rate" shall mean the sum of (a) the product of (i) the Three-Month Secondary CD Rate and (ii) a fraction, the numerator of which is one and the denominator of which is one minus the CD Reserve Percentage and (b) the CD Assessment Rate; and " Three-Month Secondary CD Rate" shall mean, for any day, the secondary market rate for three-month certificates of deposit reported as being in effect on such day (or, if such day shall not be a Business Day, the next preceding Business Day) by the Board through the public information telephone line of the Federal Reserve Bank of New York (which rate will, under the current practices of the Board, be published in Federal Reserve Statistical Release H.15(519) during the week following such day), or, if


such rate shall not be so reported on such day or such next preceding Business Day, the average of the secondary market quotations for three-month certificates of deposit of major money center banks in New York City received at approximately 10:00 A.M., New York City time, on such day (or, if such day shall not be a Business Day, on the next preceding Business Day) by JPMorgan Chase Bank, N.A. from three New York City negotiable certificate of deposit dealers of recognized standing selected by it. Any change in the ABR due to a change in the Prime Rate, the Three-Month Secondary CD Rate or the Federal Funds Effective Rate shall be effective as of the opening of business on the effective day of such change in the Prime Rate, the Three-Month Secondary CD Rate or the Federal Funds Effective Rate, respectively. " ABR Loans" : Loans the rate of interest applicable to which is based upon the ABR. " Acquisition Documentation" : collectively, the Canyon Acquisition Agreement, the Pecos Acquisition Agreement and all schedules, exhibits and annexes thereto and all side letters and agreements affecting the terms thereof or entered into in connection therewith. " Acquisitions" : collectively, the Canyon Acquisition and the Pecos Acquisition. " Administrative Agent" : JPMorgan Chase Bank, N.A., together with its affiliates, as the arranger of the Commitments and as the administrative agent for the Lenders under this Agreement and the other Loan Documents, together with any of its successors. " Affiliate" : as to any Person, any other Person that, directly or indirectly, is in control of, is controlled by, or is under common control with, such Person. For purposes of this definition, " control" of a Person means the power, directly or indirectly, either to (a) vote 10% or more of the securities having ordinary voting power for the election of directors (or persons performing similar functions) of such Person or (b) direct or cause the direction of the management and policies of such Person, whether by contract or otherwise. " Agents" : the collective reference to the Syndication Agent, the Documentation Agent and the Administrative Agent. " Aggregate Exposure" : with respect to any Lender at any time, an amount equal to (a) until the Closing Date, the aggregate amount of such Lender' s Commitments at such time and (b) thereafter, the aggregate then unpaid principal amount of such Lender' s Term Loans then outstanding. " Aggregate Exposure Percentage" : with respect to any Lender at any time, the ratio (expressed as a percentage) of such Lender' s Aggregate Exposure at such time to the Aggregate Exposure of all Lenders at such time. " Agreement" : as defined in the preamble hereto. " Applicable Margin" : shall be equal to (i) 3.5% in the case of ABR Loans and (ii) 4.5% in the case of Eurodollar Loans. The Applicable Margin for an Incremental Term Loan Facility shall be as specified in the applicable Incremental Term Loan Assumption Agreement. " Approved Fund" : as defined in Section 9.6(b).

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" Asset Sale" : any Disposition of property or series of related Dispositions of property (excluding any such Disposition permitted by clause (a), (b), (c) or (d) of Section 6.5) that yields gross proceeds to any Loan Party (valued at the initial principal amount thereof in the case of non-cash proceeds consisting of notes or other debt securities and valued at fair market value in the case of other non-cash proceeds) in excess of $1,500,000. " Assignee" : as defined in Section 9.6(b). " Assignment and Assumption" : an Assignment and Assumption, substantially in the form of Exhibit E. " Benefitted Lender" : as defined in Section 9.7(a). " Board" : the Board of Governors of the Federal Reserve System of the United States (or any successor). " Borrower" : as defined in the preamble hereto. " Borrowing Date" : any Business Day specified by the Borrower as a date on which the Borrower requests the relevant Lenders to make Loans hereunder. " Business" : as defined in Section 3.17(b). " Business Day" : a day other than a Saturday, Sunday or other day on which commercial banks in New York City are authorized or required by law to close, provided , that with respect to notices and determinations in connection with, and payments of principal and interest on, Eurodollar Loans, such day is also a day for trading by and between banks in Dollar deposits in the interbank eurodollar market. " Canyon Acquisition" : the acquisition of the capital stock of CSOC Inc. and fifty percent (50%) of the membership interests of Canyon State Oil Company of Colorado, LLC by the Borrower pursuant to the terms of the Canyon Acquisition Agreement. " Canyon Acquisition Agreement" : the Stock Purchase Agreement dated September 18, 2006 by and among Holdings, SPI Petroleum, Inc., a Texas corporation, the Thomas F. Arndt Trust under Trust Agreement dated June 1, 2005, and Thomas F. Arndt, individually. " Capital Expenditures" : for any period, with respect to any Person, the aggregate of all expenditures by such Person and its Subsidiaries for the acquisition or leasing (pursuant to a capital lease) of fixed or capital assets or additions to equipment (including replacements, capitalized repairs and improvements during such period) that should be capitalized under GAAP on a consolidated balance sheet of such Person and its Subsidiaries. " Capital Lease Obligations" : as to any Person, the obligations of such Person to pay rent or other amounts under any lease of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are required to be classified and accounted for as capital leases on a balance sheet of such Person under GAAP and, for the purposes of this Agreement, the amount of such obligations at any time shall be the capitalized amount thereof at such time determined in accordance with GAAP. " Capital Stock" : any and all shares, interests, participations or other equivalents (however designated) of capital stock of a corporation, any and all equivalent ownership interests in a

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Person (other than a corporation) and any and all warrants, rights or options to purchase any of the foregoing. " Cash Equivalents" : (a) marketable direct obligations issued by, or unconditionally guaranteed by, the United States Government or issued by any agency thereof and backed by the full faith and credit of the United States, in each case maturing within one year from the date of acquisition; (b) certificates of deposit, time deposits, eurodollar time deposits or overnight bank deposits having maturities of six months or less from the date of acquisition issued by any Lender or by any commercial bank organized under the laws of the United States or any state thereof having combined capital and surplus of not less than $500,000,000; (c) commercial paper of an issuer rated at least A-1 by Standard & Poor' s Ratings Services (" S&P" ) or P-1 by Moody' s Investors Service, Inc. (" Moody' s" ), or carrying an equivalent rating by a nationally recognized rating agency, if both of the two named rating agencies cease publishing ratings of commercial paper issuers generally, and maturing within six months from the date of acquisition; (d) repurchase obligations of any Lender or of any commercial bank satisfying the requirements of clause (b) of this definition, having a term of not more than 30 days, with respect to securities issued or fully guaranteed or insured by the United States government; (e) securities with maturities of one year or less from the date of acquisition issued or fully guaranteed by any state, commonwealth or territory of the United States, by any political subdivision or taxing authority of any such state, commonwealth or territory or by any foreign government, the securities of which state, commonwealth, territory, political subdivision, taxing authority or foreign government (as the case may be) are rated at least A by S&P or A by Moody' s; (f) securities with maturities of six months or less from the date of acquisition backed by standby letters of credit issued by any Lender or any commercial bank satisfying the requirements of clause (b) of this definition; (g) money market mutual or similar funds that invest exclusively in assets satisfying the requirements of clauses (a) through (f) of this definition; or (h) money market funds that (i) comply with the criteria set forth in SEC Rule 2a-7 under the Investment Company Act of 1940, as amended, (ii) are rated AAA by S&P and Aaa by Moody' s and (iii) have portfolio assets of at least $5,000,000,000. " CD Assessment Rate" : for any day as applied to any ABR Loan, the annual assessment rate in effect on such day that is payable by a member of the Bank Insurance Fund maintained by the Federal Deposit Insurance Corporation (the " FDIC" ) classified as well-capitalized and within supervisory subgroup " B" (or a comparable successor assessment risk classification) within the meaning of 12 C.F.R. a7 327.4 (or any successor provision) to the FDIC (or any successor) for the FDIC' s (or such successor' s) insuring time deposits at offices of such institution in the United States. " CD Reserve Percentage" : for any day as applied to any ABR Loan, that percentage (expressed as a decimal) which is in effect on such day, as prescribed by the Board, for determining the maximum reserve requirement for a Depositary Institution (as defined in Regulation D of the Board as in effect from time to time) in respect of new non-personal time deposits in Dollars having a maturity of 30 days or more. " Cessna Aircraft" : the Cessna aircraft with model no. 525, serial no. 525-0542 and registration no. N500CW, owned jointly by Simons Petroleum, Inc., an Oklahoma corporation, the Around the Clock Freightliner Group, Inc. and Bob Mills Furniture Co., Inc.. " Change of Control" : the earliest to occur of (a) the Permitted Holders ceasing to have the power, directly or indirectly, to vote or direct the voting of securities having a majority of the ordinary voting power for the election of directors of Holdings; provided that the occurrence of the foregoing event shall not be deemed a Change of Control if, the Permitted Holders otherwise have the right, directly or indirectly, to designate (and do so designate) a majority of the board of directors of Holdings or the Permitted Holders own, directly or indirectly, of record and beneficially an amount of common stock of

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Holdings equal to an amount more than fifty percent (50%) of the amount of common stock of Holdings owned, directly or indirectly, by the Permitted Holders of record and beneficially as of the Closing Date and such ownership by the Permitted Holders represents the largest single block of voting securities of Holdings held by any Person or related group for purposes of Section 13(d) of the Exchange Act; or (b) the Borrower ceasing to be a directly or indirectly wholly owned Subsidiary of Holdings. " Chevron BDF Agreements" : collectively, (i) that certain Cash Advance/Amortization Agreement to Texaco Lubrication Marketer for Brand Conversion Program dated September 6. 2002, among Pecos, Inc., General Petroleum Corporation, f/k/a GP Resources, Inc. and ChevronTexaco Global Lubricants, a division of Chevron U.S.A. Inc., (ii) that certain Cash Advance/Amortization Agreement to Texaco Lubrication Marketer for Brand Conversion Program at Texaco Xpress Lube Operator (located at 4853 East McKinley, Fresno, California) dated March 23, 2003, among Pecos, Inc., General Petroleum Corporation, f/k/a GP Resources, Inc. and ChevronTexaco Global Lubricants, a division of Chevron U.S.A. Inc., (iii) that certain Cash Advance/Amortization Agreement to Texaco Lubrication Marketer for Brand Conversion Program at Texaco Xpress Lube Operator (located at California City Boulevard, California City, California) dated March 23, 2003, among Pecos, Inc., General Petroleum Corporation, f/k/a GP Resources, Inc. and ChevronTexaco Global Lubricants, a division of Chevron U.S.A. Inc., (iv) that certain Cash Advance/Amortization Agreement to Texaco Lubrication Marketer for Brand Conversion Program at Texaco Xpress Lube Operator (located at 438 Cecil Avenue, Delano, California) dated March 23. 2003, among Pecos, Inc., General Petroleum Corporation, f/k/a GP Resources, Inc. and ChevronTexaco Global Lubricants, a division of Chevron U.S.A. Inc., (v) that certain Cash Advance/Amortization Agreement to Texaco Lubrication Marketer for Brand Conversion Program at Texaco Xpress Lube Operator (located at 5651 Auburn, Bakersfield, California) dated March 23. 2003, among Pecos, Inc., General Petroleum Corporation, f/k/a GP Resources, Inc. and ChevronTexaco Global Lubricants, a division of Chevron U.S.A. Inc., (vi) that certain Cash Advance/Amortization Agreement to Texaco Lubrication Marketer for Brand Conversion Program dated July 29, 2004, among Pecos, Inc., General Petroleum Corporation, f/k/a GP Resources, Inc. and ChevronTexaco Global Lubricants, a division of Chevron U.S.A. Inc., and (vii) that certain Cash Advance/Amortization Agreement to Texaco Lubrication Marketer for Equipment at Fast-Lubrication Facilities dated July 15, 2005, among Pecos, Inc., General Petroleum Corporation, f/k/a GP Resources, Inc. and Chevron Products Company, a division of Chevron U.S.A. Inc., as each of the foregoing may be amended or otherwise modified from time to time. " Closing Date" : the date on which the conditions precedent set forth in Section 4.1 shall have been satisfied, which date is September 18, 2006. " Code" : the Internal Revenue Code of 1986, as amended from time to time. " Collateral" : all property of the Loan Parties, now owned or hereafter acquired, upon which a Lien is created by any Security Document. " Commitment" : as to any Lender, the sum of the Term Commitment and the Incremental Term Commitment of such Lender. " Commonly Controlled Entity" : an entity, whether or not incorporated, that is under common control with the Borrower within the meaning of Section 4001 of ERISA or is part of a group that includes the Borrower and that is treated as a single employer under Section 414(b), (c), (m) or (o) of the Code.

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" Compliance Certificate" : a certificate duly executed by a Responsible Officer substantially in the form of Exhibit B. " Conduit Lender" : any special purpose corporation organized and administered by any Lender for the purpose of making Loans otherwise required to be made by such Lender and designated by such Lender in a written instrument; provided , that the designation by any Lender of a Conduit Lender shall not relieve the designating Lender of any of its obligations to fund a Loan under this Agreement if, for any reason, its Conduit Lender fails to fund any such Loan, and the designating Lender (and not the Conduit Lender) shall have the sole right and responsibility to deliver all consents and waivers required or requested under this Agreement with respect to its Conduit Lender, and provided , further , that no Conduit Lender shall (a) be entitled to receive any greater amount pursuant to Section 2.12, 2.13, 2.14 or 9.5 than the designating Lender would have been entitled to receive in respect of the extensions of credit made by such Conduit Lender or (b) be deemed to have any Commitment. " Confidential Information Memorandum" : the Confidential Information Memorandum dated July 10, 2006 and furnished to certain Lenders. " Consolidated Current Assets" : at any date, all amounts (other than cash and Cash Equivalents) that would, in conformity with GAAP, be set forth opposite the caption " total current assets" (or any like caption) on a consolidated balance sheet of Holdings and its Subsidiaries at such date. " Consolidated Current Liabilities" : at any date, all amounts that would, in conformity with GAAP, be set forth opposite the caption " total current liabilities" (or any like caption) on a consolidated balance sheet of Holdings and its Subsidiaries at such date, but excluding the current portion of any Funded Debt of Holdings and its Subsidiaries. " Consolidated Earnings Before Interest and Taxes" : for any period, Consolidated Net Income (or loss) of Holdings on a consolidated basis for such period (excluding extraordinary gains and losses), plus , without duplication and to the extent reflected as a charge in the statement of consolidated net income for such period, the sum of (i) all interest expense of Holdings on a consolidated basis for such period and (ii) all charges against income of Borrower for such period for federal, foreign, state and local taxes and, in the case of Holdings, such charges relating to actual distributions to its members for the payment of taxes relating to such members' interest in Holdings. " Consolidated EBITDA" : for any period, Consolidated Earnings Before Interest and Taxes for such period, plus , without duplication and to the extent reflected as a charge in the statement of consolidated net income for such period, the sum of (i) depreciation expenses for such period, (ii) amortization expenses and other non-cash expenses for such period, (iii) transaction expenses incurred in connection with the Transactions to the extent expensed in such period, (iv) restructuring and other non-cash, non-recurring items or expenses incurred in connection with an acquisition transaction that is an approved transaction pursuant to the terms and conditions hereof, (v) with respect to the Transactions only: such other non-cash expenses (including any required or permitted purchase accounting adjustments) (including non-cash write-ups and non-cash charges relating to inventory and fixed assets), (vi) any loss recognized in determining consolidated net income (or net loss for such period) in respect of post-retirement benefits as a result of application of FASB 106, minus (vii) any gain recognized in determining consolidated net income (or net loss for such period) in respect of post-retirement benefits as a result of application of FASB 106; plus (viii) any unrealized loss as a result of application of SFAS 133, to the extent that it has been deducted from net income, but, in any event, only to the extent of the non-cash component thereof, minus (ix) any unrealized gain as a result of application of SFAS 133, to the extent it has been added to net income, but, in any event, only to the extent of the non-cash component thereof, plus (x) the proceeds of any business interruption insurance received during such period, plus (xi)

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management fees paid to the Sponsors, not to exceed $1,000,000 and plus , (xii) any loss arising from the impairment of goodwill and other general intangibles resulting from the application of FASB 141 and FASB 142 at the time of, and in connection with, the consummation of the Transactions; provided that any cash payments made in a future period in respect of items described in clauses (ii), (iv) or (vi) above shall reduce Consolidated EBITDA in such period. " Consolidated Fixed Charge Coverage Ratio" : for any period, the ratio of (a) Consolidated EBITDA for such period less the aggregate amount actually paid by Holdings and its Subsidiaries during such period on account of Capital Expenditures and not financed with Indebtedness to (b) Consolidated Fixed Charges for such period. " Consolidated Fixed Charges" : for any period, the sum (without duplication) of (a) Consolidated Interest Expense for such period, (b) scheduled payments made during such period on account of principal of Indebtedness of Holdings or any of its Subsidiaries (including scheduled principal payments in respect of the Term Loans), (c) taxes paid in cash and (d) dividends and distributions paid in cash by the Borrower. " Consolidated Interest Expense" : for any period, total cash interest expense (including that attributable to Capital Lease Obligations) of the Holdings and its Subsidiaries for such period with respect to all outstanding Indebtedness of Holdings and its Subsidiaries (including all commissions, discounts and other fees and charges owed with respect to letters of credit and bankers' acceptance financing, discounts and similar charges under the ABL Securitization Documents and net costs under Swap Agreements in respect of interest rates to the extent such net costs are allocable to such period in accordance with GAAP). " Consolidated Leverage Ratio" : as of the last day of any period, the ratio of (a) Consolidated Total Debt on such day to (b) Consolidated EBITDA for the most recently ended twelve-month period for which financial statements have been delivered. " Consolidated Net Income" : for any period, the consolidated net income (or loss) of Holdings and its Subsidiaries, determined on a consolidated basis in accordance with GAAP; provided that there shall be excluded (a) the income (or deficit) of any Person accrued prior to the date it becomes a Subsidiary of
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