ANNUALIZED EBITDA. Means, for the Borrower and its Consolidated Subsidiaries, as of the last day of any Fiscal Quarter (computed for the period consisting of such Fiscal Quarter and each of the three immediately preceding 2 Fiscal Quarters), Consolidated EBITDA adjusted as follows: (a) Annualized EBITDA during any applicable period attributable to a particular theatre which was (i) permanently closed for business or disposed of during a Fiscal
... Quarter or (ii) acquired by the Borrower or a Consolidated Subsidiary during a Fiscal Quarter, shall be determined on a PRO FORMA basis as if such closure, disposition or acquisition had occurred on the first day of the most recently completed period of four full Fiscal Quarters; and (b) for purposes of calculating Annualized EBITDA, Consolidated Net Income shall be determined without giving effect to (i) costs incurred in connection with the permanent closing or disposition of any theatre during any applicable period, (ii) non-recurring expenses or charges (without duplication with any such expenses or charges already excluded in determining Consolidated EBITDA) incurred during the 2000 and 2001 Fiscal Years in connection with the corporate restructuring of the Borrower and its Consolidated Subsidiaries announced September 30, 1999 or incurred during the 2001 Fiscal Year in connection with the closing of any office located outside of Kansas City, Missouri, in an aggregate amount not to exceed $10,000,000, (iii) costs incurred in connection with any newly opened theatre prior to such opening, or (iv) gains or losses incurred in connection with any Asset Sale.
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