Consolidated EBITDA

Consolidated EBITDA. Subsection (b) of the definition of "Consolidated EBITDA" set forth in Section 1.01 of the Credit Agreement is hereby amended by deleting the "and" before subsection (viii) thereof, and inserting the following new subsection (ix) between "GTM Settlement" and "minus" in the last line of such subsection (b): (ix) for purposes of the calculation of the financial covenants in Sections 6.13, 6.14 and 6.15 only, up to $10,800,000 of cash or non-cash charges, costs and expenses incurred by the... Company in connection with the settlement between the Company and Cabinda Gulf Oil Company, View More

Consolidated EBITDA. Shall mean for any period the sum of (a) Consolidated Net Income and (b) all amounts deducted in computing Consolidated Net Income in respect of (i) Consolidated Interest Expense, (ii) taxes based on or measured by income, (iii) consolidated depreciation and amortization expense, in each case for the period under review, and (iv) all non-cash expenses incurred in connection with the termination of the Existing Credit Agreement provided, however, that for each of the four quarter periods ending... October 31, 2008, January 31, 2009, April 30, 2009 and July 31, 2009 Consolidated EBITDA shall be increased by (i) the non-cash "inventory step up" for such period associated with the inventory of the Virtek Guarantors and their Subsidiaries purchased by the Borrowers on the date of the Virtek Acquisition and (ii) the non-cash expense required to be taken by the Parent in the amount of the difference between the ceiling and the spot rate on its hedging agreement in connection with the Virtek Acquisition relating to Canadian Dollar fluctuations not to exceed $750,000 U.S. Dollars in the aggregate. View More

Consolidated EBITDA. Shall mean for any period ending on or after January 31, 2009 an amount equal to (a) Consolidated EBIT plus (b) all amounts deducted in computing Consolidated EBIT in respect of consolidated depreciation and amortization expense; provided, however, that (w) for each of the four quarter periods ending January 31, 2009, April 30, 2009, July 31, 2009 and October 31, 2009, Consolidated EBITDA shall be increased by, without duplication, all amounts deducted in computing consolidated net income of... the Virtek Guarantors and Gamma in respect of consolidated depreciation and amortization expense for the portion of such four quarter periods prior to the Virtek Acquisition and the acquisition of Gamma, respectively and (x) following the consummation of the Yunique Acquisition, Consolidated EBITDA shall include, without duplication, pro forma Consolidated EBITDA of Yunique consistent with the Consolidated EBITDA figures previously presented to the Lenders for the portion of such period preceding the date of consummation of the Yunique Acquisition. View More

Consolidated EBITDA. With respect to any Person for any period, (i) the Consolidated Net Income of such Person and its Subsidiaries for such period, plus without duplication, (ii) the sum of the following amounts of such Person and its Subsidiaries for such period and to the extent deducted in determining Consolidated Net Income of such Person for such period: (A) Consolidated Net Interest Expense, (B) income tax expense, (C) depreciation expense, (D) amortization expense, (E) any extraordinary, unusual or... non-recurring non-cash expenses or losses (including, whether or not otherwise includable as a separate item in the statement of such Consolidated Net-Income for such period, non-cash losses on sales of assets not in the ordinary course of business), excluding any such non-cash charges to the extent that it represents an accrual or reserve for potential cash charges in any future period and (F) any other non-cash charges in excess of $500,000.00, reducing Consolidated Net Income (excluding any such non-cash charges to the extent that it represents an accrual or reserve for potential cash charges in any future period). View More

Consolidated EBITDA. Shall have the meaning set forth in the Credit Agreement, dated as of May 16, 2011 among Eagle Parent, Inc., EGL Holdco, Inc., Royal Bank of Canada, and the other lenders party thereto, as the same may be amended.

Consolidated EBITDA. Plus (x) for any fiscal period through and including FQ4 2011, certain one-time charges consisting of advisory, legal, bonus and other similar expenses incurred during such period in connection with the Borrowers' investigation of a potential sale or other similar strategic corporate alternatives; provided that the aggregate amount of all such charges which may be added back to Consolidated Pre-Tax Income pursuant to this clause (x) shall not exceed $2,500,000 in the aggregate

Consolidated EBITDA. ‘Consolidated EBITDA' means the Consolidated Operating Income of the Borrower and the Subsidiaries for such period, plus, without duplication, the sum of: (a) other income of the Borrower and the Subsidiaries for such period determined on a consolidated basis in accordance with GAAP to the extent such other income is positive; plus (b) interest income of the Borrower and its Subsidiaries for such period determined on a consolidated basis in accordance with GAAP; plus (c) amounts... attributable to depreciation and amortization for such period (excluding depreciation and amortization related to the rental 3 inventory of the Borrower and the Subsidiaries), to the extent deducted in determining such operating profit for such period; plus (d) all Non-Cash Non-Recurring Charges during such period, to the extent deducted in determining such operating profit for such period; plus (e) all losses associated with asset sales or dispositions of businesses permitted under this Agreement during such period (other than losses on sales of inventory sold in the ordinary course of business and losses on sales of other assets if such losses are less than $1,000,000 individually and less than $10,000,000 in the aggregate during such period), to the extent deducted in determining such operating profit for such period; plus (f) non-recurring charges incurred during such period in connection with the Split-Off, to the extent deducted in determining such operating profit for such period; plus (g) non-recurring cash charges incurred during such period in connection with the Borrower's proposed acquisition of Hollywood Entertainment Corporation, to the extent deducted in determining such operating profit for such period; provided that the cumulative aggregate amount of charges added to Consolidated EBITDA for all periods pursuant to this clause (g) shall not exceed $10,000,000; (h) non-recurring cash charges incurred during such period in connection with the settlement of the complaint filed on December 31, 2002, by Buena Vista Home Entertainment, Inc. in the United States District Court for the Central District of California to the extent deducted in determining such operating profit for such period; provided that the cumulative aggregate amount of charges added to Consolidated EBITDA for all periods relating to such complaint and settlement shall not exceed $12,000,000; plus (i) non-recurring one-time cash charges incurred during any fiscal quarter ending in calendar year 2005, including severance costs; provided that the cumulative aggregate amount of charges added to Consolidated EBITDA for all periods pursuant to this clause (i) shall not exceed $15,000,000; and minus, without duplication: (i) other income of the Borrower and the Subsidiaries for such period determined on a consolidated basis in accordance with GAAP to the extent such other income is negative; 4 (ii) all Non-Cash Non-Recurring Gains during such period, to the extent included in determining such operating profit for such period; (iii) all cash expenditures made in such period attributable to non-cash charges (other than non-recurring charges) added back in determining Consolidated EBITDA pursuant to clause (d) above; (iv) all gains associated with asset sales and dispositions of businesses during such period (other than gains on sales of inventory sold in the ordinary course of business and gains on sales of other assets and businesses if such gains are less than $1,000,000 individually and less than $10,000,000 in the aggregate during such period), to the extent included in determining such operating profit for such period; and (v) the proportional EBITDA of the interests held by any other Person in entities fully consolidated with the Borrower and the Subsidiaries, as determined in accordance with the terms of this definition. For purposes of determining Consolidated EBITDA for any period, if the Borrower acquires all or substantially all the Equity Interests or assets of another Person during such period for aggregate consideration in excess of $25,000,000, or sells or transfers any Subsidiary, all or substantially all the assets of a Subsidiary or other assets constituting a business operation during such period for aggregate consideration in excess of $25,000,000, Consolidated EBITDA will be determined on a pro forma basis giving effect to such acquisition or disposition as if it had occurred on the first day of such period.' View More

Consolidated EBITDA. (k) decreases in Consolidated EBITDA, to the extent such decreases are attributable to a business disposed of in the previous 12 months, provided that the aggregate amount of decreases added to Consolidated EBITDA for any period of four consecutive fiscal quarters shall not exceed $10,000,000; (l) non-recurring cash charges incurred during such period in connection with that certain litigation identified to the Administrative Agent in the letter dated as of July 2, 2007 from the Borrower to... the Administrative Agent; provided that the cumulative aggregate amount of charges added to Consolidated EBITDA for all periods relating to such litigation (or utilized pursuant to clause (m) below) shall not exceed the amount agreed to by the Administrative Agent in such letter; and (m) non-recurring cash charges incurred during such period in connection with (i) severance payments made during such period to the Borrower's chief executive officer or employees or (ii) the termination of real estate leases in connection with Store closings, in each case, to the extent deducted in determining Consolidated Operating Income for such period; provided that the cumulative aggregate amount of charges added to Consolidated EBITDA for all periods relating to such payments shall not exceed $10,000,000 plus the amount, if any, that would have been added back under clause (l) above but was not utilized by that clause; View More

Consolidated EBITDA. For any period, Consolidated Net Income for such period plus, without duplication and to the extent reflected as a charge in the statement of such Consolidated Net Income for such period (except in the case of clause (j) below), the sum of (a) income tax expense (including, without duplication, franchise and foreign withholding taxes and any state single business unitary or similar tax), (b) interest expense, amortization or write-off of debt discount and debt issuance costs and... commissions, discounts and other fees and charges associated with Indebtedness (including the Existing Credit Facility and the Loans), (c) depreciation and amortization expense, (d) amortization of intangibles (including, but not limited to, goodwill impairment) and organization costs and any goodwill impairment loss recognized by FAS No. 142, (e) any extraordinary charges, expenses or losses determined in accordance with GAAP, (f) non-cash compensation expenses arising from the issuance of stock, options to purchase stock and stock appreciation rights to the management of Holdings (to the extent attributable to work performed on behalf of the Borrower), the Borrower or any of its Subsidiaries, (g) any other non-cash charges, non-cash expenses or non-cash losses of Holdings (to the extent attributable to work performed on behalf of the Borrower), the Borrower or any of its Subsidiaries (excluding any such charge, expense or loss incurred in the ordinary course of business that constitutes an accrual of or a reserve for cash charges for any future period, but including non-cash charges arising out of the restructuring, consolidation, severance or discontinuance of any portion of the operations, employees and/or management of Holdings (to the extent attributable to work performed on behalf of the Borrower), the Borrower and its Subsidiaries); provided, however, that cash payments made in such period or in any future period in respect of such non-cash charges, expenses or losses (excluding any such charge, expense or loss incurred in the ordinary course of business that constitutes an accrual of or a reserve for cash charges for any future period) shall be subtracted from Consolidated Net Income in calculating Consolidated EBITDA in the period when such payments are made, (h) costs, fees and expenses incurred in connection with the Transactions or the issuance, payment or exchange of the Notes, (i) reasonable costs, fees and expenses incurred in connection with Dispositions made in reliance on Section 8.5(a) (but only to the extent it is a Disposition of "surplus" property) and Section 8.5(f), in each case, as permitted herein, (j) the cash proceeds of any business interruption insurance to the extent such proceeds are not included in determining Consolidated Net Income for such period and (k) one-time charges incurred in connection with the Shutdown not to exceed $28,000,000 in the aggregate, and minus, to the extent included in the statement of such Consolidated Net Income for such period, the sum of (a) interest income, (b) any extraordinary income or gains determined in accordance with GAAP and (c) any other non-cash income (excluding any items that represent the reversal of any accrual of, or cash reserve for, anticipated cash charges in any prior period that are described in the parenthetical to clause (g) above), all as determined on a consolidated basis. For the purposes of calculating Consolidated EBITDA for any period of four consecutive fiscal quarters (each, a "Reference Period") pursuant to any determination of the Consolidated Leverage Ratio or the Consolidated Senior Secured Leverage Ratio, (i) if at any time during such Reference Period the Borrower or any Subsidiary shall have made any Material Disposition, the Consolidated EBITDA for such Reference Period shall 2 be reduced by an amount equal to the Consolidated EBITDA (if positive) attributable to the property that is the subject of such Material Disposition for such Reference Period or increased by an amount equal to the Consolidated EBITDA (if negative) attributable thereto for such Reference Period, as determined in accordance with Regulation S-X (except as determined reasonably and in good faith by the chief financial officer of the Borrower and set forth in an officer's certificate delivered to the Administrative Agent setting forth in reasonable detail the basis for any adjustments which are not in compliance with Regulation S-X, which adjustments are acceptable to the Administrative Agent in its reasonable judgment) and (ii) if during such Reference Period the Borrower or any Subsidiary shall have made a Material Acquisition, Consolidated EBITDA for such Reference Period shall be calculated after giving pro forma effect thereto as if such Material Acquisition occurred on the first day of such Reference Period, as determined in accordance with Regulation S-X (except as determined reasonably and in good faith by the chief financial officer of the Borrower and set forth in an officer's certificate delivered to the Administrative Agent setting forth in reasonable detail the basis for any adjustments which are not in compliance with Regulation S-X, which adjustments are acceptable to the Administrative Agent in its reasonable judgment). As used in this definition, "Material Acquisition" means any acquisition of property or series of related acquisitions of property that (a) constitutes assets comprising all or substantially all of an operating unit of a business or constitutes all or substantially all of the common stock of a Person and (b) involves the payment of consideration by the Borrower and its Subsidiaries in excess of $2,000,000; and "Material Disposition" means any Disposition of property or series of related Dispositions of property that yields gross proceeds to the Borrower or any of its Subsidiaries in excess of $2,000,000. View More

Consolidated EBITDA. Means, as of any date for the applicable period ending on such date with respect to any Person and its Restricted Subsidiaries on a consolidated basis, the sum of: (a) Consolidated Net Income, plus (b) an amount which, in the determination of Consolidated Net Income for such period, has been deducted for, without duplication, (i) total interest expense, (ii) income, franchise and similar taxes, (iii) depreciation and amortization expense (including amortization of intangibles,... goodwill and organization costs), (iv) letter of credit fees, (v) non-cash expenses resulting from any employee benefit or management compensation plan or the grant of stock and stock options to employees of the Borrower or any of its Restricted Subsidiaries pursuant to a written plan or agreement or the treatment of such options under variable plan accounting, (vi) all extraordinary charges, (vii) non-cash amortization (or write offs) of financing costs (including debt discount, debt issuance costs and commissions and other fees associated with Indebtedness, including the Loans) of such Person and its Restricted Subsidiaries, (viii) cash expenses incurred in connection with the Transaction or, to the extent permitted hereunder, any Investment permitted under Section 7.02 (including any Permitted Acquisition), Equity Issuance or Debt Issuance (in each case, whether or not consummated), (ix) any losses realized upon the Disposition of property or assets outside of the ordinary course of business, (x) to the extent actually reimbursed, expenses incurred to the extent covered by indemnification provisions in any agreement in connection with a Permitted Acquisition, (xi) to the extent covered by insurance, expenses with respect to liability or casualty events or business interruption, (xii) any non-cash purchase accounting adjustment and any non-cash write-up, write-down or write-off with respect to re-valuing assets and liabilities in connection with any Investment permitted under Section 7.02 (including any Permitted Acquisition), (xiii) non-cash losses from Joint Ventures and non-cash minority interest reductions, (xiv) fees and expenses in connection with exchanges or refinancings permitted by Section 7.10, (xv) (A) non-cash, non-recurring charges with respect to employee severance, (B) other non-cash, non-recurring charges so long as such 2 charges described in this clause (B) do not result in a cash charge in a future period (except as permitted under clause (C) below) and (C) non-recurring charges other than those referred to in clause (A) or (B) or clause (xvi) below, so long as the amount of such charges described in this clause (C) added back to Consolidated Net Income does not exceed $70,000,000 during any four consecutive fiscal quarters, (xvi) non-recurring charges with respect to litigation and regulatory matters, which charges were incurred prior to June 30, 2012, so long as the amount of such charges added back to Consolidated Net Income does not exceed $150,000,000, and (xvii) other expenses and charges of such Person and its Restricted Subsidiaries reducing Consolidated Net Income which do not represent a cash item in such period or any future period; minus (c) an amount which, in the determination of Consolidated Net Income, has been included for (i) (A) non-cash gains (other than with respect to cash actually received) and (B) all extraordinary gains, and (ii) any gains realized upon the Disposition of property outside of the ordinary course of business, plus/minus (d) an amount which, in the determination of Consolidated Net Income, has been reflected for unrealized losses/gains in respect of Swap Contracts, all as determined in accordance with GAAP. View More