TTM EBITDA Clause Samples

TTM EBITDA. (i) TTM income from operations $ (ii) TTM leasing related cash interest expense $ (iii) TTM depreciation $ (iv) TTM amortization $ (v) TTM compensation related to stock options $ TTM EBITDA [(i + ii + iii + iv + v)] $

TTM EBITDA. Permit the TTM EBITDA at the end of any fiscal quarter set forth below to be less than the applicable amount set forth below opposite such date: $ 13,000,000 September 30, 2005 $ 12,400,000 December 31, 2005 $ 11,000,000 March 31, 2006 $ 11,000,000 June 30, 2006 $ 17,000,000 September 30, 2006 and the last day of each fiscal quarter thereafter”

TTM EBITDA. Permit TTM EBITDA of the Parent and its Subsidiaries as the last day of any fiscal quarter set forth below to be less than the applicable amount set forth opposite such date: Fiscal Quarter End TTM EBITDA June 30, 2007 $ 21,000,000 September 30, 2007 $ 20,300,000 December 31, 2007 $ 20,000,000 March 31, 2008 $ 21,000,000 June 30, 2008 $ 21,700,000 September 30, 2008 $ 21,900,000 December 31, 2008 $ 21,900,000 March 31, 2009 $ 22,800,000 June 30, 2009 $ 23,000,000 September 30, 2009 $ 23,300,000 December 31, 2009 and the last day of each fiscal quarter of Parent thereafter $ 23,500,000 (d) Capital Expenditures. Make Capital Expenditures in any Fiscal Year in excess of the amount set forth in the following table for the applicable period: Fiscal Year 2007 $ 3,700,000 Fiscal Year 2008 $ 4,300,000 Fiscal Year 2009 $ 4,300,000 Fiscal Year 2010 $ 4,300,000 Fiscal Year 2011 $ 4,300,000 provided that if the amount of the Capital Expenditures permitted to be made in any calendar year as set forth in the above table is greater than the actual amount of the Capital Expenditures actually made in such calendar year (such amount, the “Excess Amount”), then 100% of such Excess Amount (the “Carry-Over Amount”) may be carried forward to the next succeeding calendar year; provided further that the Carry-Over Amount applicable to one calendar year may not be carried forward to another calendar year.

TTM EBITDA. Permit the TTM EBITDA of the Borrower and its Subsidiaries at the end of each Fiscal Month set forth below to be less than the applicable amount set forth opposite such date: March 1, 2005 $ 9,978,000 April 5, 2005 $ 9,919,000 May 3, 2005 $ 9,929,000 May 31, 2005 $ 10,695,000 July 5, 2005 $ 11,362,000 August 2, 2005 $ 11,844,000 August 30, 2005 $ 12,208,000 October 4, 2005 $ 13,927,000 November 1, 2005 $ 14,355,000 November 29, 2005 $ 15,799,000 January 3, 2006 $ 15,605,000 January 31, 2006 and the last day of each Fiscal Month thereafter $ 14,850,000

TTM EBITDA as of the date of determination and on a consolidated basis, Borrowers’ EBITDA for the prior twelve month period. UCC: the Uniform Commercial Code as in effect in the state of California or, when the laws of any other jurisdiction govern the perfection or enforcement of any Lien, the Uniform Commercial Code of such jurisdiction.

TTM EBITDA. The earnings before interest, Taxes, depreciation and amortization of Pubco and its Subsidiaries, on a consolidated basis, shall be adjusted as follows to determine the Adjusted TMT EBITDA used in connection with the determination of the Earnout Payments hereunder: 1. To add back the following: (a) Any expenses incurred by Pubco or its Subsidiaries, including the Company, in connection with the consummation of the transactions contemplated by this Agreement; (b) Any write-off or expense recorded for impairment of goodwill; (c) Any expense in respect of any extraordinary losses (such as from the sale of real property, investments, securities or fixed assets) or any other extraordinary expense; (d) Any other costs that are non-recurring or incurred outside of the normal course of business; and (e) Any expenses attributable to a discontinued business. 2. To deduct the following: (a) Any income in respect of any extraordinary gains (such as from the sale of real property, investments, securities or fixed assets) or any other extraordinary income; (b) Any revenues that are non-recurring and earned outside of the ordinary course of business; and (c) Any earnings resulting from acquisitions of other businesses or companies (in whatever form, including by merger, consolidation, equity purchase or asset purchase) or material assets outside of the ordinary course of business. Any accounting term that is used herein but not defined in the Agreement shall have the meaning normally ascribed to such term under GAAP. Reference is made to the Agreement and Plan of Merger, dated as of January 5, 2015 (the “Agreement”), by and among (i) Tempus Applied Solutions, LLC, a Delaware limited liability company (the “Company”), (ii) each of the Persons set forth on Annex A thereto (the “Members”, and, together with the Company, the “Seller Parties”), (iii) ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇ ▇. ▇▇▇▇▇▇ III, as Members’ Representative, solely for purposes of certain specified sections thereof, (iv) Chart Acquisition Corp., a Delaware corporation (“Parent”), (v) Tempus Applied Solutions Holdings, Inc., a Delaware corporation (“Pubco”); (vi) Chart Merger Sub Inc., a Delaware corporation (“Parent Merger Sub”), (vii) TAS Merger Sub LLC, a Delaware limited liability company (“Company Merger Sub” and together with Parent Merger Sub, the “Merger Subs” and collectively with Parent and Pubco, the “Parent Parties”), (viii) Chart Acquisition Group, LLC in its capacity as the representative for the eq...

TTM EBITDA. Permit TTM EBITDA of the Borrower and its Subsidiaries at the end of each month to be less than the applicable amount set forth below: Month End TTM EBITDA [to be added as set forth below]

TTM EBITDA. Permit TTM EBITDA of the Borrower and its Subsidiaries as of the last day of each fiscal quarter set forth below to be less than the applicable amount set forth below: December 31, 2004 $ 29,000,000 March 31, 2005 $ 27,500,000 June 30, 2005 $ 31,000,000 September 30, 2005 $ 33,000,000 December 31, 2005 $ 36,000,000 March 31, 2006 $ 46,000,000 June 30, 2006 $ 50,000,000 September 30, 2006 $ 52,000,000 December 31, 2006 $ 52,000,000 March 31, 2007 $ 55,000,000 June 30, 2007 $ 55,000,000 September 30, 2007 and thereafter $ 55,000,000 (k) Section 7.03(e) of the Financing Agreement is hereby amended and restated in its entirety as follows:

TTM EBITDA. Permit the TTM EBITDA of the Borrower and its Subsidiaries at the end of each Fiscal Month set forth below to be less than the applicable amount set forth opposite such date: April 6, 2004 $ 8,960,000 May 4, 2004 $ 9,060,000 June 1, 2004 $ 9,150,000 July 6, 2004 $ 9,400,000 August 3, 2004 $ 9,200,000 August 31, 2004 $ 9,070,000 October 5, 2004 $ 9,430,000 November 2, 2004 $ 9,400,000 November 30, 2004 $ 9,990,000 January 4, 2005 $ 11,590,000 February 1, 2005 $ 11,190,000 March 1, 2005 $ 12,140,000 April 5, 2005 $ 12,450,000 May 3, 2005 $ 12,750,000 May 31, 2005 $ 13,680,000 July 5, 2005 $ 14,280,000 August 2, 2005 $ 14,580,000 August 30, 2005 $ 14,940,000 October 4, 2005 $ 15,220,000 November 1, 2005 $ 15,560,000 November 29, 2005 $ 15,430,000 January 3, 2006 $ 14,560,000 January 31, 2006 $ 14,490,000 February 28, 2006 $ 14,530,000 April 4, 2006 $ 14,540,000 May 2, 2006 $ 14,560,000 May 30, 2006 $ 14,610,000 July 4, 2006 $ 14,620,000 August 1, 2006 $ 14,660,000 August 29, 2006 $ 14,690,000 October 3, 2006 $ 14,690,000 October 31, 2006 $ 14,740,000 November 28, 2006 $ 14,810,000 January 2, 2007 $ 14,950,000 January 30, 2007 and the last day of each Fiscal Month thereafter $ 15,050,000