EBITDA" means for any period the sum of:
(I)
CONSOLIDATED NET INCOME FOR SUCH PERIOD (EXCLUDING THEREFROM (X)
ANY EXTRAORDINARY OR NON-RECURRING ITEMS OF GAIN OR LOSS AND (Y) ANY GAIN OR
LOSS FROM DISCONTINUED OPERATIONS); PLUS
(II)
TO THE EXTENT NOT OTHERWISE INCLUDED IN THE DETERMINATION OF
CONSOLIDATED NET INCOME FOR SUCH PERIOD, ALL NET CASH PROCEEDS OF BUSINESS
INTERRUPTION INSURANCE POLICIES, IF ANY, RECEIVED DURING SUCH PERIOD; PLUS
(III)
WITHOUT DUPLICATION, THOSE AMOUNTS WHICH, IN THE DETERMINATION OF
CONSOLIDATED NET INCOME FOR SUCH PERIOD, HAVE BEEN DEDUCTED FOR (A) CONSOLIDATED
INTEREST EXPENSE, (B) THE PRINCIPAL COMPONENT OF SYNTHETIC LEASE OBLIGATIONS
PAID OR PAYABLE IN CASH UNDER LEASES ACCOUNTED FOR AS OPERATING LEASES DURING
SUCH PERIOD BUT WHICH CONSTITUTE SYNTHETIC LEASES HEREUNDER, (C) FEDERAL, STATE,
LOCAL AND FOREIGN INCOME TAX, FRANCHISE TAXES AND STATE SINGLE BUSINESS UNITARY
AND SIMILAR TAXES IMPOSED IN LIEU OF INCOME TAX, (D) DEPRECIATION, AMORTIZATION
(INCLUDING, WITHOUT LIMITATION, AMORTIZATION OF GOODWILL AND OTHER INTANGIBLE
ASSETS), IMPAIRMENT OF GOODWILL AND OTHER NONRECURRING, NON-CASH CHARGES OR
EXPENSES (EXCLUDING ANY SUCH NON-CASH
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CHARGE OR EXPENSE TO THE EXTENT THAT IT REPRESENTS AMORTIZATION OF A PREPAID
CASH EXPENSE THAT WAS PAID IN A PRIOR PERIOD OR AN ACCRUAL OF, OR A RESERVE FOR,
CASH CHARGES OR EXPENSES IN ANY FUTURE PERIOD), (E) NON-CASH COMPENSATION
EXPENSE, OR OTHER NON-CASH EXPENSES OR CHARGES, ARISING FROM THE ISSUANCE OR
SALE OF STOCK, THE GRANTING OF STOCK OPTIONS, RESTRICTED STOCK UNITS, STOCK
APPRECIATION RIGHTS OR OTHER SIMILAR INSTRUMENTS (INCLUDING ANY REPRICING,
AMENDMENT, MODIFICATION, SUBSTITUTION OR CHANGE OF ANY SUCH STOCK, STOCK OPTION,
RESTRICTED STOCK UNIT, STOCK APPRECIATION RIGHTS OR SIMILAR INSTRUMENTS), (F)
NON-CASH PURCHASE ACCOUNTING ADJUSTMENTS IN ACCORDANCE WITH GAAP, (G) ANY
FINANCIAL ADVISORY FEES, ACCOUNTING FEES, LEGAL FEES AND OTHER SIMILAR ADVISORY
AND CONSULTING FEES AND RELATED OUT-OF-POCKET EXPENSES OF THE BORROWER OR ANY OF
ITS AFFILIATES INCURRED BY OCTOBER 31, 2007 AS A RESULT OF THE TRANSACTION, (H)
TRANSACTION RELATED EXPENDITURES (INCLUDING CASH CHARGES IN RESPECT OF STRATEGIC
MARKET REVIEWS, MANAGEMENT BONUSES, EARLY RETIREMENT OF INDEBTEDNESS,
RESTRUCTURING, CONSOLIDATION, SEVERANCE OR DISCONTINUANCE OF ANY PORTION OF
OPERATIONS, EMPLOYEES AND/OR MANAGEMENT) WHICH SHALL NOT IN THE AGGREGATE EXCEED
$15,000,000, (I) THE AMOUNT OF (X) ANY EXPENSE TO THE EXTENT THAT A
CORRESPONDING AMOUNT IS RECEIVED IN CASH BY A GROUP COMPANY FROM A PERSON OTHER
THAN HOLDINGS OR ANY SUBSIDIARY OF HOLDINGS UNDER ANY AGREEMENT PROVIDING FOR
REIMBURSEMENT OF SUCH EXPENSE OR (Y) ANY EXPENSES WITH RESPECT TO LIABILITY OR
CASUALTY EVENTS, BUSINESS INTERRUPTION OR PRODUCT RECALLS, TO THE EXTENT COVERED
BY INSURANCE (IT BEING UNDERSTOOD THAT IF THE AMOUNT RECEIVED IN CASH UNDER ANY
SUCH AGREEMENT IN ANY PERIOD EXCEEDS THE AMOUNT OF EXPENSE PAID DURING SUCH
PERIOD SUCH EXCESS AMOUNTS RECEIVED MAY BE CARRIED FORWARD AND APPLIED AGAINST
EXPENSES IN FUTURE PERIODS), (J) ANY FINANCIAL ADVISORY FEES, ACCOUNTING FEES,
LEGAL FEES AND OTHER SIMILAR ADVISORY AND CONSULTING FEES AND RELATED
OUT-OF-POCKET EXPENSES OF THE BORROWER AND ITS CONSOLIDATED SUBSIDIARIES
INCURRED AS A RESULT OF PERMITTED BUSINESS ACQUISITIONS, A QUALIFYING