OF MANAGEMENT, MONITORING, CONSULTING AND ADVISORY FEES
(INCLUDING TERMINATION FEES) AND RELATED INDEMNITIES AND EXPENSES PAID OR
ACCRUED IN SUCH PERIOD TO THE INVESTORS TO THE EXTENT OTHERWISE PERMITTED UNDER
SECTION 7.07 AND TO THE EXTENT DEDUCTED (AND NOT ADDED BACK) IN SUCH PERIOD IN
COMPUTING CONSOLIDATED NET INCOME; PLUS
(IX)
THE AMOUNT OF NET COST SAVINGS PROJECTED BY THE BORROWER IN GOOD
FAITH TO BE REALIZED AS A RESULT OF SPECIFIED ACTIONS TAKEN DURING SUCH PERIOD
(CALCULATED ON A PRO FORMA BASIS AS THOUGH SUCH COST SAVINGS HAD BEEN REALIZED
ON THE FIRST DAY OF SUCH PERIOD), NET OF THE AMOUNT OF ACTUAL BENEFITS REALIZED
DURING SUCH PERIOD FROM SUCH ACTIONS; PROVIDED THAT (X) SUCH COST SAVINGS ARE
REASONABLY IDENTIFIABLE AND FACTUALLY SUPPORTABLE, (Y) SUCH ACTIONS ARE TAKEN
WITHIN 36 MONTHS AFTER THE CLOSING DATE AND (Z) THE AGGREGATE AMOUNT OF COST
SAVINGS ADDED PURSUANT TO THIS CLAUSE (IX) SHALL NOT EXCEED $25,000,000 FOR ANY
FOUR CONSECUTIVE QUARTER PERIOD (WHICH ADJUSTMENTS MAY BE INCREMENTAL TO PRO
FORMA ADJUSTMENTS MADE PURSUANT TO THE DEFINITION OF "FIXED CHARGE COVERAGE
RATIO"); PLUS
(X)
THE AMOUNT OF LOSS ON SALE OF RECEIVABLES AND RELATED ASSETS TO
THE RECEIVABLES SUBSIDIARY IN CONNECTION WITH A RECEIVABLES FACILITY; PLUS
(XI)
ANY COSTS OR EXPENSE INCURRED BY THE BORROWER OR A RESTRICTED
SUBSIDIARY PURSUANT TO ANY MANAGEMENT EQUITY PLAN OR STOCK OPTION PLAN OR ANY
OTHER MANAGEMENT OR EMPLOYEE BENEFIT PLAN OR AGREEMENT OR ANY STOCK SUBSCRIPTION
OR SHAREHOLDER AGREEMENT, TO THE EXTENT THAT SUCH COST OR EXPENSES ARE FUNDED
WITH CASH PROCEEDS CONTRIBUTED TO THE CAPITAL OF THE BORROWER OR NET CASH
PROCEEDS OF AN ISSUANCE OF EQUITY INTERESTS OF THE BORROWER (OTHER THAN
23
DISQUALIFIED STOCK) SOLELY TO THE EXTENT THAT SUCH NET CASH PROCEEDS ARE
EXCLUDED FROM THE CALCULATION SET FORTH IN SECTION 7.02(A)(III); PLUS
(XII)
ANY NET LOSS FROM DISPOSED OR DISCONTINUED OPERATIONS; PLUS
(XIII)
CASH RECEIPTS (OR ANY NETTING ARRANGEMENTS RESULTING IN REDUCED
CASH EXPENDITURES) NOT REPRESENTING EBITDA OR NET INCOME IN ANY PERIOD TO THE
EXTENT NON-CASH GAINS RELATING TO SUCH INCOME WERE DEDUCTED IN THE CALCULATION
OF EBITDA PURSUANT TO CLAUSE (B) BELOW FOR ANY PREVIOUS PERIOD AND NOT ADDED
BACK; AND
(B)
DECREASED (WITHOUT DUPLICATION) BY:
(I) NON-CASH GAINS INCREASING
CONSOLIDATED NET INCOME OF SUCH PERSON FOR SUCH PERIOD, EXCLUDING ANY NON-CASH
GAINS TO THE EXTENT THEY REPRESENT THE REVERSAL OF AN ACCRUAL OR RESERVE FOR A
POTENTIAL CASH ITEM THAT REDUCED EBITDA IN ANY PRIOR PERIOD AND ANY NON-CASH
GAINS WITH RESPECT TO CASH ACTUALLY RECEIVED IN A PRIOR PERIOD SO LONG AS SUCH
CASH DID NOT INCREASE EBITDA IN SUCH PRIOR PERIOD, PLUS
(ii)
any net income from disposed or discontinued operations; and
(C)
INCREASED OR DECREASED BY (WITHOUT DUPLICATION), AS APPLICABLE,
ANY ADJUSTMENTS RESULTING FROM THE APPLICATION OF FASB INTERPRETATION NO. 45
(GUARANTEES).
For purposes of calculating EBITDA for any period, the impact of changes in
estimates for inventory cost capitalization and the initial adoption of an
accounting policy for gift card breakage made in