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Contract analysis / form-compliance-certificate.docx
form-compliance-certificate.docx
1019-00002 · 15 clauses
High · 0 Medium · 1 Standard · 3
Section 1. Introductory Certificate and Identification
Section 1. Introductory Certificate and Identification Date: [____, 20] To: Prescott National Bank, N.A., as Administrative Agent 550 South Tryon Street Charlotte, North Carolina 28202 Attention: Victoria Engstrom, Managing Director, Leveraged Finance Telephone: (704) 386-5000 Email: victoria.engstrom@prescottnational.com With a copy to: Caldwell Pryor & Shea LLP 300 Madison Avenue, 22nd Floor New York, New York 1001
Section 2. Delivery of Financial Statements
Section 2. Delivery of Financial Statements The undersigned hereby certifies that the Borrower has delivered, or is concurrently delivering with this Compliance Certificate, to the Administrative Agent the financial statements required under Section [_] (*Annual Financial Statements*) [or] [and] Section [_] (Quarterly Financial Statements) of the Credit Agreement for the fiscal [quarter/year] ended on the Test Period
Section 3. Financial Covenant Compliance Calculations Standard
⚑ Commercial term
Section 3. Financial Covenant Compliance Calculations Set forth below are the calculations demonstrating the Borrower's compliance (or noncompliance, as applicable) with each financial covenant set forth in Section [_] (Financial Covenants) of the Credit Agreement, in each case as of and for the Test Period ending on the Test Period End Date. All calculations have been made in accordance with GAAP as in effect on the
Section 3.1. Maximum Total Leverage Ratio
Section 3.1. Maximum Total Leverage Ratio Covenant Requirement: Pursuant to Section [_] of the Credit Agreement, the Borrower shall not permit the Total Leverage Ratio, determined as of the last day of any fiscal quarter on a trailing four-quarter (last twelve months) basis, to exceed 3.75 to 1.00. Definition: The "Total Leverage Ratio" means, as of any date of determination, the ratio of (a) Total Funded Debt as of
Section 3.2. Minimum Interest Coverage Ratio
Section 3.2. Minimum Interest Coverage Ratio Covenant Requirement: Pursuant to Section [_] of the Credit Agreement, the Borrower shall not permit the Interest Coverage Ratio, determined as of the last day of any fiscal quarter on a trailing four-quarter (last twelve months) basis, to be less than 3.00 to 1.00. Definition: The "Interest Coverage Ratio" means, as of any date of determination, the ratio of (a) Consolida
Section 3.3. Maximum Capital Expenditures Standard
⚑ Commercial term
Section 3.3. Maximum Capital Expenditures Covenant Requirement: Pursuant to Section [_] of the Credit Agreement, the Borrower and its Subsidiaries shall not make or incur Capital Expenditures in any fiscal year in an aggregate amount exceeding $45,000,000, provided that if the aggregate amount of Capital Expenditures made or incurred during the immediately preceding fiscal year is less than $45,000,000, then up to 50
Section 4. Representations and No Default Certification
Section 4. Representations and No Default Certification 4.1 The undersigned hereby certifies that, as of the Test Period End Date and as of the date hereof, each of the representations and warranties of the Borrower and each Subsidiary Guarantor set forth in the Credit Agreement and the other Loan Documents is true and correct in all material respects (or, in the case of any representation or warranty qualified by ma
Section 5. Additional Information Medium
⚑ Forum / governing law
Section 5. Additional Information The undersigned hereby provides the following additional information required to be disclosed to the Administrative Agent pursuant to the terms of the Credit Agreement, to the extent any such changes or events have occurred since the date of the most recently delivered Compliance Certificate (or, in the case of the first Compliance Certificate, since the Signing Date): (a) Changes to
Section 6. Schedules
Section 6. Schedules Schedule 1 — Existing Defaults or Events of Default [Instruction: If no Default or Event of Default exists as of the Test Period End Date or the date of this Compliance Certificate, state "None" below. If any Default or Event of Default exists, provide a complete description, including: (a) the nature and a brief factual description of the Default or Event of Default; (b) the specific Section of
Section 7. Certification and Signature
Section 7. Certification and Signature The undersigned has caused this Compliance Certificate to be duly executed and delivered as of the date first written above. The undersigned certifies that the information contained herein and in any schedules or attachments hereto is true, correct, and complete in all material respects as of the date hereof, and that the undersigned has reviewed the terms of the Credit Agreemen
1. Delivery Timing. This Compliance Certificate shall be delivered to the Administrative A
1. Delivery Timing. This Compliance Certificate shall be delivered to the Administrative Agent within: (a) Ninety (90) days after the end of each fiscal year of the Borrower, concurrently with the delivery of the annual audited consolidated financial statements of the Borrower and its Subsidiaries required under Section [_] (Annual Financial Statements) of the Credit Agreement; and (b) Forty-five (45) days after the
2. Distribution. The Administrative Agent will distribute copies of each Compliance Certif
2. Distribution. The Administrative Agent will distribute copies of each Compliance Certificate to each Lender under the Credit Agreement promptly upon receipt. The Borrower need only deliver the original executed Compliance Certificate (and any accompanying schedules and supporting documentation) to the Administrative Agent at the address specified in Section 1 above, unless the Credit Agreement or the Administrativ
3. Accounting Standards and Definitions. All calculations set forth in this Compliance Cer
3. Accounting Standards and Definitions. All calculations set forth in this Compliance Certificate shall be made in accordance with GAAP as in effect on the Signing Date (January 30, 2026), applied on a consistent basis, and in conformity with the definitions set forth in Article I (Definitions) of the Credit Agreement. To the extent of any conflict or ambiguity between GAAP and the definitions in the Credit Agreemen
4. Pro Forma Adjustments. Where the Credit Agreement requires pro forma calculations (incl
4. Pro Forma Adjustments. Where the Credit Agreement requires pro forma calculations (including, without limitation, in connection with a Permitted Acquisition, a Permitted Disposition, the incurrence of Incremental Facility commitments, or the incurrence or repayment of other Indebtedness), such pro forma adjustments shall be reflected in a separate schedule attached to this Compliance Certificate with reasonable su
5. Contact Information. Questions regarding the preparation or delivery of this Compliance Standard
⚑ Commercial term
5. Contact Information. Questions regarding the preparation or delivery of this Compliance Certificate, or regarding the calculation of any financial covenant, should be directed to: Sandra Petrova Chief Financial Officer Whitmore Aerospace LLC 2400 Centennial Tower Drive, Suite 800 Herndon, Virginia 20170 Telephone: (703) 555-4200 Email: spetrova@whitmoreaero.com Gregory Alston General Counsel & Secretary Whitmore A