each Domestic Subsidiary
of the Borrower that is not a Canadian Subsidiary and that shall have entered
into the Subsidiary Guaranty and complied with the requirements of clause (b) of
the definition of "Collateral and Guarantee Requirement".
"EBITDA" means, with respect to any Person for any period, the Consolidated Net
Income of such Person for such period
(A)
INCREASED (WITHOUT DUPLICATION) BY:
(I)
PROVISION FOR TAXES BASED ON INCOME OR PROFITS OR CAPITAL,
INCLUDING, WITHOUT LIMITATION, STATE, FRANCHISE AND SIMILAR TAXES (SUCH AS THE
PENNSYLVANIA CAPITAL TAX AND TEXAS MARGIN TAX) AND FOREIGN WITHHOLDING TAXES OF
SUCH PERSON PAID OR ACCRUED DURING SUCH PERIOD DEDUCTED (AND NOT ADDED BACK) IN
COMPUTING CONSOLIDATED NET INCOME; PLUS
(II)
FIXED CHARGES OF SUCH PERSON FOR SUCH PERIOD PLUS BANK FEES AND
COSTS OF SURETY BONDS IN CONNECTION WITH FINANCING ACTIVITIES, PLUS AMOUNTS
EXCLUDED FROM CONSOLIDATED INTEREST EXPENSE AS SET FORTH IN CLAUSES (V), (W),
(X), (Y) AND (Z) IN THE DEFINITION THEREOF, TO THE EXTENT THE SAME WERE DEDUCTED
(AND NOT ADDED BACK) IN CALCULATING SUCH CONSOLIDATED NET INCOME; PLUS
(III)
CONSOLIDATED DEPRECIATION AND AMORTIZATION EXPENSE OF SUCH PERSON
FOR SUCH PERIOD TO THE EXTENT THE SAME WAS DEDUCTED (AND NOT ADDED BACK) IN
COMPUTING CONSOLIDATED NET INCOME; PLUS
(IV)
ANY EXPENSES OR CHARGES (OTHER THAN DEPRECIATION OR AMORTIZATION
EXPENSE) RELATED TO ANY EQUITY OFFERING, PERMITTED INVESTMENT, ACQUISITION,
DISPOSITION, RECAPITALIZATION OR THE INCURRENCE OF INDEBTEDNESS PERMITTED TO BE
INCURRED BY THIS AGREEMENT (INCLUDING A REFINANCING THEREOF) (WHETHER OR NOT
SUCCESSFUL), INCLUDING (A) SUCH FEES, EXPENSES OR CHARGES RELATED TO THE
OFFERING OF THE NEW NOTES, THIS AGREEMENT AND THE ABL CREDIT AGREEMENT AND (B)
ANY AMENDMENT OR OTHER MODIFICATION OF THE NEW NOTES, THIS AGREEMENT AND THE ABL
CREDIT AGREEMENT IN EACH CASE, DEDUCTED (AND NOT ADDED BACK) IN COMPUTING
CONSOLIDATED NET INCOME; PLUS
22
(V)
THE AMOUNT OF ANY RESTRUCTURING CHARGE OR RESERVE DEDUCTED (AND
NOT ADDED BACK) IN SUCH PERIOD IN COMPUTING CONSOLIDATED NET INCOME; PLUS
(VI)
ANY OTHER NON CASH CHARGES, INCLUDING (V) ANY WRITE OFFS OR WRITE
DOWNS, (W) EQUITY-BASED AWARDS COMPENSATION EXPENSE, (X) LOSSES ON SALES,
DISPOSALS OR ABANDONMENT OF, OR ANY IMPAIRMENT CHARGE OR ASSET WRITE OFF RELATED
TO, INTANGIBLE ASSETS, LONG-LIVED ASSETS AND INVESTMENTS IN DEBT AND EQUITY
SECURITIES, (Y) ALL LOSSES FROM INVESTMENTS RECORDED USING THE EQUITY METHOD,
AND (Z) OTHER NON-CASH CHARGES, NON-CASH EXPENSES OR NON-CASH LOSSES, IN EACH
CASE REDUCING CONSOLIDATED NET INCOME FOR SUCH PERIOD (PROVIDED THAT IF ANY SUCH
NON-CASH CHARGES REPRESENT AN ACCRUAL OR RESERVE FOR POTENTIAL CASH ITEMS IN ANY
FUTURE PERIOD, THE CASH PAYMENT IN RESPECT THEREOF IN SUCH FUTURE PERIOD SHALL
BE SUBTRACTED FROM EBITDA TO SUCH EXTENT, AND EXCLUDING AMORTIZATION OF A
PREPAID CASH ITEM THAT WAS PAID IN A PRIOR PERIOD); PLUS
(VII)
THE AMOUNT OF ANY MINORITY INTEREST EXPENSE CONSISTING OF
SUBSIDIARY INCOME ATTRIBUTABLE TO MINORITY EQUITY INTERESTS OF THIRD PARTIES IN
ANY NON-WHOLLY OWNED SUBSIDIARY DEDUCTED (AND NOT ADDED BACK) IN SUCH PERIOD IN
CALCULATING CONSOLIDATED NET INCOME; PLUS
(VIII)
THE AMOUNT