Consolidated EBITDA

Consolidated EBITDA. Means, with respect to the Borrower and its Consolidated Subsidiaries for any period, net income plus (i) interest expense, (ii) depreciation, obsolescence and amortization of property, (iii) capitalized lease expenses, (iv) the non-cash portion of advance royalties and any non-cash employee compensation expenses, and (v) tax expenses, all as determined in accordance with GAAP; provided, however, that net income shall exclude any... net income or gain or loss during such period from (x) any change in accounting principles in accordance with GAAP, (y) any prior period adjustments resulting from any change in accounting principles in accordance with GAAP, and (z) any extraordinary or unusual items. -2- View More

Consolidated EBITDA. Means, for any period, consolidated net income of the Company and the Subsidiaries for such period plus (a) without duplication and to the extent deducted in determining such consolidated net income, the sum of (i) Consolidated Interest Expense for such period, (ii) consolidated income tax expense, franchise taxes and state single business unitary and similar taxes imposed in lieu of income taxes or capital taxes for such period, (iii) all amounts attributable to depreciation and amortization... (or other impairment of intangible assets) for such period, (iv) any non-cash charges and non-cash losses (including any write-off of deferred financing costs and the effects of purchase accounting) for such period (provided, that any cash payment made with respect to any such non-cash charge or non-cash loss shall be subtracted in computing Consolidated EBITDA during the period in which such cash payment is made), (v) any extraordinary, unusual or non-recurring charges or losses for such period, (vi) all costs, fees and expenses during such period related to any restructuring (including, without limitation, related severance costs, retention bonuses, relocation expenses, expenses related to the closure of facilities and similar costs and expenses), issuance of equity, recapitalization, asset disposition, acquisition or Indebtedness, (vii) all expenses and charges which have been reimbursed by a third party, to the extent such reimbursement has not been included in consolidated net income, (viii) losses realized upon the disposition of property (other than inventory), (ix) expenses, charges and losses associated with the sale or discontinuance of any business operation to the extent such expenses, charges or losses are recorded at or about the time of such sale or discontinuance, (x) to the extent not included in consolidated net income, payments received from business interruption insurance or product recalls and (xi) losses of unconsolidated Affiliates recognized under equity method accounting, minus (b) without duplication and to the extent included in determining consolidated net income of the Company and the Subsidiaries, the sum of (i) income of unconsolidated Affiliates recognized under equity method accounting, (ii) any extraordinary, unusual or nonrecurring gains for such period and (iii) gains realized upon the disposition of property (other than inventory), all determined on a consolidated basis in accordance with GAAP, plus (c) to the extent not otherwise included in determining consolidated net income of the Company and the Subsidiaries, cash distributions received by the Company and the Subsidiaries from unconsolidated Affiliates. In the event that there shall have occurred any acquisition or disposition of a business or a business unit during any period for which Consolidated EBITDA is to be determined, such determination shall be made on a pro forma basis (in accordance with Regulation S-X under the Securities Act of 1933) as if such acquisition or disposition and any related incurrence or repayment of Indebtedness had occurred on the first day of such period. View More

Consolidated EBITDA. Shall mean the Company's consolidated net income (or loss) before income taxes, interest expense, depreciation and amortization, adjusted to exclude stock-based compensation expense, incentive compensation expense, cumulative effect of accounting changes and one-time, nonrecurring expenses.

Consolidated EBITDA. Plus, in the case of expense, and minus, in the case of income, (g) noncash income or expense for such period in respect of compensatory stock options.

Consolidated EBITDA. Means, for any period, an amount equal to the sum of (a) Consolidated Net Income for such period, (b) Consolidated Interest Charges for such period, (c) the amount of taxes, based on or measured by income, used or included in the determination of such Consolidated Net Income for such period, and (d) the amount of depreciation and amortization expense deducted in determining such Consolidated Net Income for such period. Charges of the Borrower (i) that are directly ... related to Acquisitions (other than the acquisition of Rainforest Cafe, Inc.) permitted under this Agreement and which pursuant to GAAP would be classified as "noncash" charges or expenses shall be excluded from the calculation of Consolidated EBITDA, provided such charges are taken by the Borrower within six months of such Acquisition and (ii) in the fiscal quarter ending June 30, 2000, the lesser of (A) $2,000,000 and (B) to the extent deducted from Consolidated Net Income, the amount of special charges related to the Rainforest Cafe, Inc. acquisition incurred in such quarter shall be excluded from the calculation of this definition. The historical Consolidated EBITDA for the relevant measurement period of entities that are acquired by the Borrower after the Closing Date will be included in the calculation of Consolidated EBITDA provided that the Administrative Agent and the Lenders are furnished with audited financial statements of such entities (or if the Acquisition is of a division or branch of a larger business or a group of businesses, the audited financial statements of such larger business or group of businesses, so -2- long as the individual activities of the acquired entity are clearly reflected in such financial statements, together with a certificate certifying that the Borrower has reviewed the historical financial statements of the division or branch and that they reflect proper divisional accounting in relation to the large business or group of businesses), reasonably satisfactory to Administrative Agent and the Requisite Lenders in all respects, confirming such historical results. To the extent deducted in the determination of Consolidated Net Income, the charges or expenses related to Rainforest Cafe, Inc. and listed on Exhibit A attached to Amendment No. 1 and Consent to this Agreement shall be excluded, in amounts not to exceed the amounts stated on such Exhibit A, from the calculation of Consolidated EBITDA. Notwithstanding anything to the contrary in this Agreement, any expenses, charges, or reserves accrued in excess of $25,000,000 (as reduced pursuant to this sentence, the "Reserve Amount") in connection with the acquisition by the Borrower of Rainforest Cafe, Inc. shall reduce Consolidated EBITDA; provided that the Reserve Amount shall be reduced by the amount, if any, of any similar reserves charged by Rainforest Cafe, Inc. between July 1, 2000 and the Merger Date. View More

Consolidated EBITDA. For any fiscal period shall mean an amount equal to Consolidated Net Income for such fiscal period, plus, to the extent deducted in determining Consolidated Net Income for such fiscal period, interest expense, income tax expense, depreciation expense and amortization expense incurred by the Borrower and its subsidiaries, on a consolidated basis, for such fiscal period, all as determined in accordance with GAAP. For purposes of determining Consolidated EBITDA for a division or... separate operation, there shall be taken into account all income and expenses properly allocable to such division or operation, including corporate overhead, administrative costs, taxes and interest. View More

Consolidated EBITDA. Means, for any period, Consolidated Net Income for such period plus, to the extent not otherwise included in such Consolidated Net Income, the sum (without duplication) of (a) income tax expense, (b) Interest Expense, 3 (c) depreciation and amortization, (d) non-recurring, non-cash restructuring charges and cash restructuring charges identified in ... Schedule 1.01(a), (e) losses on the contemplated sale of the Company's subsidiary gifts.com, Inc., and extraordinary losses, (f) non-cash charges in respect of compensation paid to employees or members of the Board of Directors of the Company in the form of equity incentives (including, but not limited to, stock options, restricted stock and deferred stock) and (g) the cumulative effect of changes in accounting principles, minus, to the extent added in computing such Consolidated Net Income, the sum (without duplication) of (x) consolidated interest income, (y) extraordinary gains and (z) the cumulative effect of changes in accounting principles." View More

Consolidated EBITDA. (d) consolidated interest expense included in a consolidated income statement (without deduction of interest income) of the Restricted Persons for such period, whether paid or accrued and whether or not capitalized (and including without limitation or duplication (or, to the extent not so included, with the addition of) (i) the interest component of any deferred payment obligations, (ii) the interest component of all payments associated with Capital Lease... Obligations, (iii) commissions, discounts and other fees and charges incurred in respect of Letter of Credit or bankers' acceptance financings, (iv) net payments or receipts (if any) pursuant to Hedging Agreements that relate to the hedging of interest rate fluctuations and (v) dividends paid in cash in respect of Disqualified Stock), plus View More

Consolidated EBITDA. Means, for any period, determined in accordance with Agreement Accounting Principles on a consolidated basis for AMRESCO and its Subsidiaries, an amount equal to (a) the sum of consolidated net income before taxes and extraordinary gains or losses (as determined in accordance with Agreement Accounting Principles), plus depreciation, plus amortization, plus interest expense, each as deducted in determining such consolidated net income ... before taxes, less (b) write downs of retained interests in securitizations (which includes, without limitation, interest only strips, servicing rights and other similar assets) for prior years to the extent prior year financial statements are restated in the period of determination to reflect such write downs and such write downs are not included in calculating net income for the period of determination, and less (c) non-cash income (created by gain on sale accounting) included in consolidated net income before taxes and extraordinary gains or losses as used in clause (a) of this calculation of Consolidated EBITDA; provided, however, that for all purposes hereunder, (i) the losses related to the commercial mortgage banking and home equity lending activities of AMRESCO and its Subsidiaries (in an aggregate amount not to exceed $220,500,000) that were reported in year-end 1998 financial statements of AMRESCO shall not be included in calculating Consolidated EBITDA, and (ii) the following amounts shall be adjusted or added back in the calculation of Consolidated EBITDA (but without duplication), provided that no matter how such adjustments are made they shall be subject to the following stated limitations: (A) write-downs of retained interests in home equity securitizations up to a maximum amount of $146,000,000; (B) the write-down of goodwill associated with the acquisitions of the businesses that now consist of AMRESCO'S Subsidiary Holliday Fenoglio Fowler, L.P. up to a maximum amount of $20,000,000; (C) the write-down of goodwill associated with MIC up to a maximum amount of $104,000,000; (D) the write-down of goodwill associated with AMRESCO's home equity lending division up to a maximum amount of $10,000,000; and (E) severance and one-time restructuring charges taken by AMRESCO and its Subsidiaries in an 10 aggregate amount not to exceed $35,000,000; provided, further, that the aggregate amount added back in the calculation of Consolidated EBITDA under clauses (A) through (D) shall not exceed $280,000,000. View More

Consolidated EBITDA. Means, for the definition of Global Signal Default only, with respect to Global Signal and its consolidated Subsidiaries for any period of determination, the sum (determined on a consolidated basis), without duplication, of (a) net income for such period, plus (b) amortization, accretion and depreciation for such period, plus (c) interest expense (determined in accordance with GAAP) for such period, plus (d) actual taxes based on income for such period,... plus (e) extraordinary losses for such period, including losses on early extinguishment of debt, minus (f) extraordinary gains for such period, plus (g) losses on foreign currency exchange for such period, minus (h) gains on foreign currency exchange for such period, plus (i) non-cash charges associated with stock based compensation expense, plus (j) non-cash accrued straight-line rent expense recorded under SFAS 13. For purposes of clauses (b) through (j) above, such amounts shall be deducted from, or added to, net income, in each case only to the extent such amounts were included in the calculation of net income. View More