money of the United States of America.
"Domestic Subsidiary" shall mean any Subsidiary that is not a Foreign
Subsidiary.
"EBITDA" shall mean, with respect to Borrowers and the Subsidiaries on a
consolidated basis for any period, the Consolidated Net Income of the Borrowers
and the Subsidiaries for such period plus (a) the sum of (in each case without
duplication and to the extent the respective amounts described in subclauses (i)
through (vi) of this clause (a) reduced such Consolidated Net Income (and were
not excluded therefrom) for the respective period for which EBITDA is being
determined):
15
(I)
PROVISION FOR TAXES BASED ON INCOME, PROFITS OR CAPITAL OF THE
BORROWERS AND THE SUBSIDIARIES FOR SUCH PERIOD, INCLUDING, WITHOUT LIMITATION,
STATE, FRANCHISE AND SIMILAR TAXES,
(II)
INTEREST EXPENSE OF THE BORROWERS AND THE SUBSIDIARIES FOR SUCH
PERIOD (NET OF INTEREST INCOME OF THE BORROWERS AND THEIR SUBSIDIARIES FOR SUCH
PERIOD),
(III)
DEPRECIATION AND AMORTIZATION EXPENSES OF THE BORROWERS AND THE
SUBSIDIARIES FOR SUCH PERIOD,
(IV)
BUSINESS OPTIMIZATION EXPENSES AND OTHER RESTRUCTURING CHARGES
(WHICH, FOR THE AVOIDANCE OF DOUBT, SHALL INCLUDE, WITHOUT LIMITATION, THE
EFFECT OF INVENTORY OPTIMIZATION PROGRAMS, PLANT CLOSURES, RETENTION, SEVERANCE,
SYSTEMS ESTABLISHMENT COSTS AND EXCESS PENSION CHARGES); PROVIDED, THAT WITH
RESPECT TO EACH BUSINESS OPTIMIZATION EXPENSE OR OTHER RESTRUCTURING CHARGE, THE
BORROWERS SHALL HAVE DELIVERED TO THE ADMINISTRATIVE AGENT AN OFFICERS'
CERTIFICATE SPECIFYING AND QUANTIFYING SUCH EXPENSE OR CHARGE,
(V)
ANY OTHER NON-CASH CHARGES; PROVIDED, THAT, FOR PURPOSES OF THIS
SUBCLAUSE (V) OF THIS CLAUSE (A), ANY NON-CASH CHARGES OR LOSSES SHALL BE
TREATED AS CASH CHARGES OR LOSSES IN ANY SUBSEQUENT PERIOD DURING WHICH CASH
DISBURSEMENTS ATTRIBUTABLE THERETO ARE MADE,
(VI)
THE AMOUNT OF MANAGEMENT, CONSULTING, MONITORING, TRANSACTION AND
ADVISORY FEES AND RELATED EXPENSES PAID TO THE FUND OR ANY FUND AFFILIATE (OR
ANY ACCRUALS RELATED TO SUCH FEES AND RELATED EXPENSES) DURING SUCH PERIOD;
PROVIDED, THAT SUCH AMOUNT SHALL NOT EXCEED IN ANY FOUR QUARTER PERIOD THE SUM
OF (I) THE GREATER OF $2.5 MILLION AND 1.5% OF EBITDA, PLUS (II) THE AMOUNT OF
DEFERRED FEES (TO THE EXTENT SUCH FEES WOULD OTHERWISE HAVE BEEN PERMITTED TO BE
INCLUDED IN CLAUSE (I) IF PAID, BUT WERE NOT INCLUDED IN SUCH CLAUSE (I)), PLUS
(III) 1.5% OF THE VALUE OF TRANSACTIONS PERMITTED HEREUNDER AND ENTERED INTO BY
THE BORROWERS OR ANY OF THE SUBSIDIARIES WITH RESPECT TO WHICH THE FUND OR ANY
FUND AFFILIATE PROVIDES ANY OF THE AFOREMENTIONED TYPES OF SERVICES, AND
minus (b) the sum of (without duplication and to the extent the amounts
described in this clause (b) increased such Consolidated Net Income for the
respective period for which EBITDA is being determined) non-cash items
increasing Consolidated Net Income of the Borrowers and the Subsidiaries for
such period (but excluding any such items (A) in respect of which cash was
received in a prior period or will be received in a future period or (B) which
represent the reversal of any accrual of, or cash reserve for, anticipated cash
charges in any prior period).