MAXIMUM AGGREGATE AMOUNT THAT THE
BENEFICIARIES MAY AT ANY TIME DRAW UNDER OUTSTANDING LETTERS OF CREDIT, AS SUCH
AGGREGATE AMOUNT MAY BE REDUCED FROM TIME TO TIME PURSUANT TO THE TERMS OF THE
LETTERS OF CREDIT.
1.1.26
"EBIT" MEANS, FOR ANY PERIOD, AN AMOUNT EQUAL TO CONSOLIDATED NET
INCOME FOR SUCH PERIOD, (I) PLUS, TO THE EXTENT DEDUCTED IN COMPUTING SUCH
CONSOLIDATED NET INCOME, (A) INTEREST ON INDEBTEDNESS FOR BORROWED MONEY AND
(B) TAXES, AND (II) TO THE EXTENT INCLUDED IN COMPUTING SUCH CONSOLIDATED NET
INCOME, MINUS ALL EXTRAORDINARY GAINS OR PLUS ALL EXTRAORDINARY LOSSES, IN EACH
CASE NET OF ANY TAX EFFECT CAUSED BY SUCH GAINS OR LOSSES (TO THE EXTENT NOT
ALREADY REFLECTED IN CLAUSE (I)(B) ABOVE).
1.1.27
"EBITDA" MEANS FOR ANY FISCAL PERIOD, ON A CONSOLIDATED BASIS, AN
AMOUNT EQUAL TO (I) EBIT FOR SUCH PERIOD, PLUS (II) WITHOUT DUPLICATION AND TO
THE EXTENT REDUCING CONSOLIDATED NET INCOME FOR SUCH PERIOD, (A) ALL
DEPRECIATION, AMORTIZATION AND OTHER NON-CASH CHARGES OF THE BORROWERS AND THEIR
RESPECTIVE SUBSIDIARIES TAKEN IN ACCORDANCE WITH GAAP AND (B) ALL OTHER NON-CASH
EXPENSES OR LOSSES (INCLUDING STOCK-BASED COMPENSATION EXPENSES RELATING TO
STOCK OPTIONS, RESTRICTED STOCK AND OTHER COMPENSATION FOR EMPLOYEES, OFFICERS,
MANAGERS OR DIRECTORS WHICH IS NOT PAYABLE IN CASH IN SUCH PERIOD), AND MINUS
(III) TO THE EXTENT INCLUDED IN CONSOLIDATED NET INCOME FOR
4
SUCH PERIOD, CASH PAYMENTS MADE DURING SUCH PERIOD IN RESPECT OF ITEMS DESCRIBED
IN CLAUSE (II)(B) ABOVE SUBSEQUENT TO THE FISCAL PERIOD IN WHICH THE RELEVANT
NON-CASH EXPENSES OR LOSSES WERE REFLECTED AS A CHARGE IN THE STATEMENT OF
CONSOLIDATED NET INCOME.
For the purposes of calculating Consolidated EBITDA for any period of four
consecutive fiscal quarters (each a "Reference Period") for any determination of
Funded Debt Ratio or Debt Service Coverage, (x) if at any time during such
Reference Period any Borrower or a Subsidiary of any Borrower shall have made a
Material Disposition, the Consolidated EBITDA for such Reference Period shall be
reduced by an amount equal to the Consolidated EBITDA (if positive) attributable
to the property that is the subject of such Material Disposition for such
Reference Period or increased by an amount equal to the Consolidated EBITDA (if
negative) attributable thereto for such Reference Period and (y) if during such
Reference Period, any Borrower or a Subsidiary of any Borrower shall have made a
Material Acquisition, Consolidated EBITDA for such Reference Period shall be
calculated after giving pro forma effect thereto as if such Material Acquisition
occurred on the first day of such Reference Period.
As used in this definition, "Material Acquisition" means any acquisition of
property or series of related acquisitions consummated in accordance with
Section 5.8(ii) that involves the payment of consideration by the Borrowers and
their Subsidiaries in excess of $5,000,000; and "Material Disposition" means any
disposition of property or series of related dispositions of property in
accordance with Section 5.8(iii) that yields proceeds to the Borrowers and their
Subsidiaries in excess of $5,000,000.
1.1.28
"ENCUMBRANCES" SHALL HAVE THE