EBITDA" means for any period the sum of:
(I)
CONSOLIDATED NET INCOME FOR SUCH PERIOD (EXCLUDING THEREFROM (X)
ANY EXTRAORDINARY ITEM OF GAIN OR LOSS AND (Y) ANY GAIN OR LOSS FROM
DISCONTINUED OPERATIONS); PLUS
(II)
AN AMOUNT, WITHOUT DUPLICATION, WHICH, IN THE DETERMINATION OF
CONSOLIDATED NET INCOME FOR SUCH PERIOD, HAS BEEN DEDUCTED FOR (A) CONSOLIDATED
INTEREST EXPENSE, (B) LEASE EXPENSE IN RESPECT OF SYNTHETIC LEASE OBLIGATIONS
AND SALE/LEASEBACK TRANSACTIONS ACCOUNTED FOR AS OPERATING LEASES UNDER GAAP,
(C) PROVISIONS FOR FEDERAL, STATE AND LOCAL INCOME AND SIMILAR TAXES, (D)
DEPRECIATION, AMORTIZATION (INCLUDING, WITHOUT LIMITATION, AMORTIZATION OF
GOODWILL AND OTHER INTANGIBLE ASSETS), IMPAIRMENT OF GOODWILL AND OTHER
NON-RECURRING, NON-CASH CHARGES (INCLUDING DEFERRED RENT EXPENSE, BUT EXCLUDING
ANY SUCH NON-CASH CHARGE TO THE EXTENT THAT IT REPRESENTS (X) AMORTIZATION OF A
PREPAID CASH EXPENSE THAT WAS PAID IN A PRIOR PERIOD OR (Y) OTHER THAN ANY NLRB
ACCRUAL FOR SUCH PERIOD, AN ACCRUAL OF, OR A RESERVE FOR, CASH CHARGES OR
EXPENSES IN ANY FUTURE PERIOD), (E) ANY LOSSES (OR MINUS ANY GAINS) REALIZED
UPON THE DISPOSITION OF PROPERTY OUTSIDE THE ORDINARY COURSE OF BUSINESS, (F)
ADJUSTMENTS IN RESPECT OF THE ITEMS, FOR THE PERIODS, AND IN AMOUNTS NOT
EXCEEDING THE RESPECTIVE AMOUNTS THEREFOR, SET FORTH ON SCHEDULE 1.01A HERETO,
(G) ANY FINANCIAL ADVISORY FEES, ACCOUNTING FEES, LEGAL FEES AND OTHER SIMILAR
ADVISORY AND CONSULTING FEES AND RELATED OUT-OF-POCKET EXPENSES INCURRED AS A
RESULT OF THE ACQUISITION OR IN CONNECTION WITH THE EARLY REDEMPTION OF THE
EXISTING CONVERTIBLE NOTES AND DEDUCTED FROM NET INCOME DURING THE PERIOD ENDING
DECEMBER 31, 2004, (H) ANY UNDERWRITING FEES, AMENDMENT FEES, CLOSING FEES,
OUT-OF-POCKET FEES AND OTHER FEES INCURRED IN CONNECTION WITH THE LOANS AND THE
OTHER FINANCINGS CONTEMPLATED BY THIS AGREEMENT, (I) PERMITTED MANAGEMENT FEES
PAID IN ACCORDANCE WITH SECTION 7.09(I) HEREOF, (J) EXECUTIVE COMPENSATION
PAYMENTS, (K) NON-RECURRING CASH CHARGES SET FORTH ON SCHEDULE 1.01A AND (L)
NON-CASH COMPENSATION CHARGES AND OTHER NON-CASH EXPENSES OR CHARGES ARISING
FROM THE GRANT OF OR ISSUANCE OR REPRICING OF
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EQUITY INTERESTS OR OTHER EQUITY-BASED AWARDS OR ANY AMENDMENT OR SUBSTITUTION
OF ANY EQUITY INTEREST OR OTHER EQUITY-BASED AWARDS, ALL DETERMINED IN
ACCORDANCE WITH GAAP; MINUS
(III)
ANY AMOUNT WHICH, IN THE DETERMINATION OF CONSOLIDATED NET INCOME
FOR SUCH PERIOD, HAS BEEN ADDED FOR ANY NON-CASH INCOME OR NON-CASH GAINS, ALL
AS DETERMINED IN ACCORDANCE WITH GAAP.
For purposes of calculating Consolidated EBITDA for any period of four
consecutive fiscal quarters (each, a "Reference Period") pursuant to any
determination of the Leverage Ratio, the Interest Coverage Ratio or the Fixed
Charge Coverage Ratio, if during such Reference Period (or in the case of
pro-forma calculations, during the period from the last day of such Reference
Period to and including the date as of which such calculation is made) any Group
Company shall have made an Asset Disposition or a Permitted Business
Acquisition, Consolidated EBITDA for such Reference Period shall be calculated
after giving effect thereto on a Pro-Forma Basis giving effect to projected or
anticipated cost