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As Of Filer Filing For·On·As Docs:Size 2/09/16 Arc Document Solutions, Inc. 8-K:8,9 2/08/16 3:180K |
Document/Exhibit Description Pages Size 1: 8-K Current Report HTML 20K 2: EX-99.1 Miscellaneous Exhibit HTML 10K 3: EX-99.2 Miscellaneous Exhibit HTML 68K
| Exhibit |
(a) | the definition of Fixed Charge Coverage Ratio in Section 1.01 of the Credit Agreement is hereby amended and restated in its entirety as follows: |
(b) | Exhibit I (Compliance Certificate) to the Credit Agreement is hereby amended and restated in its entirety in the form attached
hereto as Exhibit I. |
1. | Section
5.03(a) - Total Leverage Ratio. As of the Test Date, the Total Leverage Ratio was _____:1.00. The maximum permitted Total Leverage Ratio is as follows: |
Period | Maximum Total Leverage Ratio |
Closing Date through and including | 3.25:1.00 |
October 1, 2016 and thereafter | 3.00:1.00 |
(a) All Funded Indebtedness of Holdings and its Subsidiaries (determined on a consolidated basis without duplication in accordance with GAAP) as of the Test Date | |
(i) All outstanding obligations of Holdings and its Subsidiaries evidenced by notes, bonds, debentures or other similar instruments and all other obligations of Holdings and its Subsidiaries
for borrowed money (including obligations to repurchase receivables and other assets sold with recourse), | $___________ |
(ii) All Attributable Debt of Holdings and its Subsidiaries, Attributable Debt was computed as follows: (x) in respect of any Capital Lease of Holdings and its Subsidiaries, the capitalized amount thereof that would appear on a balance sheet of Holdings and its Subsidiaries prepared as of the Test Date in accordance with GAAP ($________),
plus (y) in respect of any Synthetic Lease Obligation, the capitalized amount of the remaining lease payments under the relevant lease that would appear on a balance sheet of Holdings and its Subsidiaries prepared as of the Test Date in accordance with GAAP if such lease were accounted for as a capital lease ($________). Attributable Debt = (x)+(y) | $___________ |
(iii) All Disqualified Securities of Holdings and its Subsidiaries, | $___________ |
(iv) All
obligations of Holdings and its Subsidiaries, contingent or otherwise, with respect to letters of credit, whether drawn (to the extent unreimbursed) or undrawn, contingent or otherwise, | $___________ |
(v) All earnout obligations arising from an acquisition (excluding ordinary course acquisitions of customer lists) at the value from time to time carried on the balance sheet of Holdings and its Subsidiaries in accordance with GAAP, | $___________ |
(vi) With respect to any terminated Rate Contracts,
the Termination Value thereof, | $___________ |
(vii) all Contingent Obligations of Holdings and its Subsidiaries with respect to the obligations of other Persons of the types described in clauses (i) - (vi) above. | $___________ |
(a) - Funded Indebtedness of the Holdings and its Subsidiaries - equals [(i)+(ii)+(iii)+(iv)+(v)+(vi)+(vii)] | $___________ |
(b)
all Unrestricted, Unencumbered Liquid Assets of the Credit Parties maintained in accounts located in the United States as of the Test Date | $__________ |
(c)Consolidated Adjusted EBITDA of Holdings and its Subsidiaries for the Test Period (determined on a consolidated basis in accordance with GAAP, to the extent applicable) (see calculation on Annex B) | $__________ |
Total Leverage Ratio equals [((a) -(b)) (c)] | _____:1.00 |
The
maximum permitted Total Leverage Ratio as of the Test Date is: | _____:1.00 |
In compliance: | [YES][NO] |
2. | Section 5.03(b) - Fixed Charge Coverage Ratio. As of the Test Date, the Fixed Charge Coverage Ratio was _____:1.00. The minimum permitted Fixed Charge Coverage Ratio is 1.25:1.00. |
(a)(i) Consolidated Adjusted EBITDA for the Test Period (as calculated in paragraph 1(c) above), | $___________ |
(ii) rent expense of the Loan Parties for the Test Period, (iii) the aggregate amount of all non-financed Capital Expenditures made by the Loan Parties during the Test Period (see calculation on Annex A), | $___________ |
(iv) if positive, cash Taxes (net of any cash
Tax refunds) paid by the Loan Parties during the Test Period, | $___________ |
(v) the aggregate amount of Distributions made by the Loan Parties during the Test Period (excluding, to the extent made during the Test Period, (1) any and all Distributions made by one Loan Party to another Loan Party and (2) any and all Permitted Stock Repurchases made in 2016 and 2017 up to an aggregate amount of $15,000,000 for all such Permitted Stock Repurchases made during the term of the Credit Agreement [Aggregate amount of all such 2016 and 2017 Permitted Stock Repurchases made during the Test Period = $__________; aggregate amount of all such 2016 and 2017 Permitted Stock Repurchases made during made during the term of the Credit Agreement = $__________])). | $___________ |
(a)
equals [(i)+(ii)-(iii)-(iv)-(v)] | $___________ |
(b)Fixed Charges for the Test Period | |
(i) Interest Expense described in clauses (a) and (b) of the definition thereof that are paid or payable in cash for the Test Period net of cash interest income received or receivable for the Test Period (clause (a): $______ + clause (b): $______ - such cash interest income: $______), | $___________ |
(ii) Interest
Expense described in clause (c) of the definition thereof expensed (on a net basis) on a statement of income for the Test Period, | $___________ |
(iii) rent expense for the Test Period, | $___________ |
(iv) mandatory principal prepayments and other principal payments required to be made on Indebtedness during the Test Period (excluding payments that are included in clause (v) below), | $___________ |
(v) regularly scheduled payments of principal on Indebtedness during the Test Period, including the aggregate amount of any voluntary prepayments prior to or during the Test
Period, but only to the extent such voluntary prepayments reduced any regularly scheduled payment of principal during the Test Period (provided that in no event shall the required principal payments calculated with respect to the Closing Date Term Loan be less than $17,500,000 in any the Test Period in which there remains any unpaid principal of the Closing Date Term Loan), | $___________ |
(vi) the aggregate amount of Capital Lease payments (and any portion thereof) other than any payments, during the Test Period that have been optionally prepaid and would have been treated as principal in accordance with GAAP, if any. | $___________ |
(b)
- Fixed Charges - equals [(i)+(ii)+(iii)+(iv)+(v)+(vi)] | $___________ |
Fixed Charge Coverage Ratio equals [(a)(b)] | _____:1.00 |
The
minimum permitted Fixed Charge Coverage Ratio as of the Test Date (per the chart below) is: | 1.25:1.00 |
In compliance: | [YES][NO] |
3. | Supplement to Schedules I and II to Security Agreement. Attached hereto as Schedule 1 is a supplement to Schedules I and II to the Security Agreement, reflecting any additional Chattel Paper (with a face
value in excess of $250,000), Instruments (with a face value in excess of $250,000), certificated securities, Letter-of-Credit Rights (with a value in excess of $250,000) or Commercial Tort Claims (with a value in excess of $500,000), as applicable, obtained by the Debtors (as defined in the Security Agreement). |
Capital Expenditures | Amount
for Test Period | |
(i) all amounts expended by the Loan Parties during such period to acquire or to construct Capital Assets (including (A) renewals, improvements and replacements other than ordinary course repairs (for the Test Period: $________) and (B) all amounts paid or accrued on Capital Leases and other Indebtedness incurred or assumed to acquire Capital Assets (for the Test Period: $________)) | $___________ | |
+ | (ii) all other expenditures of the Loan Parties which should be capitalized in accordance with GAAP | $___________ |
- | (iii) expenditures
made in connection with the replacement, substitution, restoration, repair or improvement of assets financed with (x) insurance proceeds paid on account of the loss of or damage to the assets being replaced, substituted restored, repaired or improved or (y) awards of compensation arising from the taking by eminent domain or condemnation of the assets being replaced, in either case, to the extent that such proceeds or awards are not required to be applied in accordance with Section 2.06(c)(vi) | $___________ |
- | (iv) the purchase price of equipment that is purchased simultaneously with the trade-in of existing equipment solely to the extent that the gross amount of such purchase price is reduced by the credit granted by the seller of such equipment for
the equipment being traded in at such time | $___________ |
- | (v) the purchase of plant, property or equipment to the extent financed with the proceeds of asset sales that are not required to be applied pursuant to Section 2.06(c)(iii) | $___________ |
- | (vi) expenditures that constitute operating lease expenses in accordance with GAAP | $___________ |
- | (vii) expenditures
that constitute Permitted Acquisitions | $___________ |
- | (viii) any capitalized interest expense reflected as additions to property, plant or equipment in the consolidated balance sheet of Holdings and its Subsidiaries | $___________ |
- | (ix) any non-cash costs reflected as additions to property, plant or equipment in the consolidated balance sheet of Holdings and its Subsidiaries | $___________ |
+ | (x)
the amount of expenditures or purchases described in clause (iii)(x) to the extent the amount of Net Insurance Proceeds used to make such expenditures or purchases is included in Net Income | $___________ |
+ | (xi) the amount of expenditures or purchases described in clause (iii)(y) to the extent the amount of Net Condemnation Proceeds used to make such expenditures or purchases is included in Net Income | $___________ |
+ | (xii) the amount of expenditures or purchases described in clause (v) to the extent the amount of Net Proceeds from asset sales, used to make such expenditures
or purchases, is included in Net Income | $___________ |
Total [(i)+(ii)-(iii)-(iv)-(v)-(vi)-(vii)-(viii)-(ix)+(x)+(xi)+(xii)] | $___________ | |
Consolidated Adjusted EBITDA | Quarter 1 Ended __/__/__ | Quarter 2 Ended __/__/__ | Quarter 3 Ended __/__/__ | Quarter
4 Ended __/__/__ | Total (Quarters 1-4) | |
(i) Net Income for such period, | $___________ | $___________ | $___________ | $___________ | $___________ | |
(ii) Interest Expense for such period, calculated
as the sum for the Loan Parties (determined on a consolidated basis without duplication in accordance with GAAP), of the following: | ||||||
(x) all interest, fees, charges and related expenses payable during such period to any Person in connection with Indebtedness or the deferred purchase price of assets that, if described in this clause (x), are treated as interest in accordance with GAAP For the avoidance of doubt, to include deferred financing fees, charges and related expenses that are expensed during such period
and are treated as Interest Expense in accordance with GAAP, consistent with the projections delivered to the Lenders on the Closing Date., | $___________ | $___________ | $___________ | $___________ | $___________ | |
(y) the portion of rent actually paid during such period under Capital Leases that should be treated as interest in accordance with GAAP, and | $___________ | $___________ | $___________ | $___________ | $___________ | |
(z)
the net amounts payable (or minus the net amounts receivable) under Rate Contracts accrued as an expense (on a net basis) on a statement of income during the such period (whether or not actually paid or received during such period). | $___________ | $___________ | $___________ | $___________ | $___________ | |
+ | Interest Expense [(x)+(y)+(z)] | $___________ | $___________ | $___________ | $___________ | $___________ |
+ | (iii) income
tax expense for such period, | $___________ | $___________ | $___________ | $___________ | $___________ |
+ | (iv) depreciation
and amortization for such period, | $___________ | $___________ | $___________ | $___________ | $___________ |
+ | (v) non-cash expenses related to stock based compensation for such period, | $___________ | $___________ | $___________ | $___________ | $___________ |
+ | (vi) extraordinary
non-cash expenses and non-recurring non-cash expenses for such period (in each case other than any such non-cash expense to the extent it represents an accrual of or reserve for cash expenditures in any future period), | $___________ | $___________ | $___________ | $___________ | $___________ |
+ | (vii) non-recurring litigation expenses and non-recurring restructuring expenses that, in each case, were incurred in the first, second, third or fourth fiscal quarter of fiscal year 2014 and only to the extent such quarter is included in
the Test Period, $0 for any Test Period ending after September 30, 2015. | $___________ | $___________ | $___________ | $___________ | $___________ |
+ | (viii) fees, payments and expenses in connection with any Permitted Acquisition or other investment or financing transactions payable to third parties, | $___________ | $___________ | $___________ | $___________ | $___________ |
- | (ix)
interest income for such period, | $___________ | $___________ | $___________ | $___________ | $___________ |
- | (x) the aggregate amount of extraordinary non-cash income and gains and non-recurring non-cash income and gains during such period. | $___________ | $___________ | $___________ | $___________ | $___________ |
Total [(i)+(ii)+(iii)+(iv)+(v)+(vi)+(vii)+(viii)-(ix)-(x)]
Items (ii) through (viii) are included to the extent deducted in determining such Net Income for such period (without duplication). Items (ix) and (x) are included to the extent added in determining Net Income for such period (without duplication). | $___________ | $___________ | $___________ | $___________ | $___________ | |
| This ‘8-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| 10/1/16 | ||||
| 9/30/16 | ||||
| Filed as of: | 2/9/16 | |||
| Filed on / For Period End: | 2/8/16 | |||
| 2/5/16 | ||||
| 9/30/15 | 10-Q, 4 | |||
| 11/20/14 | 8-K | |||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/23/23 Arc Document Solutions, Inc. 10-K 12/31/22 82:9.1M 2/24/22 Arc Document Solutions, Inc. 10-K 12/31/21 81:9M 2/24/21 Arc Document Solutions, Inc. 10-K 12/31/20 82:9M |