EBITDA

EBITDA. Means, for any period, an amount equal to the sum of (a) Earnings Before Interest and Taxes for Guarantor and its Subsidiaries on a consolidated basis for such period, plus (b) depreciation, amortization and all other non-cash charges of Guarantor and its Subsidiaries on a consolidated basis for such period.

EBITDA. Means, for any period, (i) net income (or loss) of the Borrower and its Subsidiaries on a consolidated basis for such period, plus (ii) to the extent deducted in computing net income (or loss), (A) interest expense for such period, (B) charges against income for foreign, federal, state and local taxes for such period, (C) depreciation and amortization of intangible assets during the period, (D) non-cash charges related specifically to FASB 133, FASB 87 and FASB 123 and other non-recurring,... non-cash charges during such period, (E) any extraordinary expense items and/or unusual, non-recurring cash charges not to exceed $500,000.00 realized during such period, less, (iii) non-cash credits related specifically to FASB 133, FASB 87 and FASB 123 and any other non-recurring, non-cash credits for such period, and any gains or losses on the sale or disposition of assets outside the ordinary course of the Borrower's business for such period. All of the foregoing shall be determined in accordance with GAAP. EBITDA will be determined based on the most recent four (4) fiscal quarters of Borrower. View More

EBITDA. Shall mean, for any period, the sum, for the Company and its Restricted Subsidiaries (determined on a consolidated basis without duplication in accordance with GAAP), of the following: (a) gross operating revenue for such period derived in the ordinary course of business in respect of the CATV Systems of the Company and its Restricted Subsidiaries (including revenues arising from second outlets and remotes and advertising revenues, and including pay-per-view revenues and... installation fees, but excluding interest income and unusual items) minus (b) all operating expenses for such period, including, without limitation, technical, programming, selling and general administrative expenses incurred by the Company and its Restricted Subsidiaries during such period, but excluding (to the extent included in operating expenses) depreciation, amortization, Interest Expense, any non-cash charges (including, without limitation, non-cash pension expenses and any Tax Payment amount for the relevant period) plus (c) transaction costs (including, without limitation, legal expenses, brokerage commissions, investment banking fees and the like) incurred in connection with (w) the Previous Acquisitions and the Scheduled Acquisitions and this Agreement and the other transactions that are contemplated hereby to occur on or before the Effective Date, (x) any Subsequent Acquisition, (y) the incurrence of the Subordinated Indebtedness or (z) the incurrence of the Senior Discount Debt, in the case of each of the foregoing clauses (w), (x), (y) and (z), to the extent the same are (A) paid within twelve months of the date the respective event giving rise to such transaction costs shall occur, and (B) expensed and not capitalized. For purposes hereof, "gross operating revenue" and "operating expenses" shall both be determined exclusive of extraordinary and non-recurring gains or losses, and any gains or losses from the sale of assets. For purposes of determining EBITDA: (A) for periods prior to the date of the A-R Acquisition, EBITDA for each day during such period attributable to the CATV Systems acquired pursuant to the A-R Acquisition shall be deemed to be equal to $22,710.00 (determined by the Company as provided in Schedule X hereto); (B) for periods prior to the date of the TCI-NE Acquisition, EBITDA for each day during such period attributable to the CATV Systems acquired pursuant to the TCI-NE Acquisition shall be deemed to 2 be equal to $11,024.00 (determined by the Company as provided in Schedule X hereto); (C) for periods prior to the date of the Harolds Acquisition, EBITDA for each day during such period attributable to the CATV Systems acquired pursuant to the Harolds Acquisition shall be deemed to be equal to $617.00 (determined by the Company as provided in Schedule X hereto); (D) for periods prior to the date of the CoxCom Acquisition, EBITDA for each day during such period attributable to the CATV Systems acquired pursuant to the CoxCom Acquisition shall be deemed to be equal to $52,319.00 (determined by the Company as provided in Schedule X hereto); (E) for periods prior to the date of the TCI-Ohio Acquisition, EBITDA for each day during such period attributable to the CATV Systems acquired pursuant to the TCI-OhioAcquisition shall be deemed to be equal to $13,903.00 (determined by the Company as provided in Schedule X hereto); (F) for periods prior to the date of the Eastern-Kentucky Acquisition, EBITDA for each day during such period attributable to the CATV Systems acquired pursuant to the Eastern Kentucky Acquisition shall be deemed to be equal to $1,316.00 (determined by the Company as provided in Schedule X hereto); (G) for periods prior to the date of the NECMA-NE Acquisition, EBITDA for each day during such period attributable to the CATV Systems acquired pursuant to the NECMA-NE Acquisition shall be deemed to be equal to $13,683.00 (determined by the Company as provided in Schedule X hereto); and (H) for periods prior to the date of the State Acquisition, EBITDA for each day during such period attributable to the CATV Systems acquired pursuant to the State Acquisition shall be deemed to be equal to $45,809.00 (determined by the Company as provided in Schedule X hereto). For all purposes of this Agreement (other than for purposes of EBITDA as used in the definition of Excess Cash Flow), if during any period for which EBITDA is being determined the Company or any of its Restricted Subsidiaries shall have made any acquisition or disposition of any CATV System (but excluding the CATV Systems acquired pursuant to the Acquisitions referred to in clauses (A) through (H) above), then EBITDA shall be determined on the basis of the actual 3 results of operations of the Company and its Restricted Subsidiaries for such period, adjusted by: (I) in the case of a Subsequent Acquisition the aggregate Purchase Price of which is less than or equal to $50,000,000, such amount as the Company shall determine, reasonably and in good faith, to be appropriate to reflect the effect of the relevant acquisitions and dispositions during such period (and the Company shall, promptly following the consummation of such Acquisition, notify the Administrative Agent (which shall notify the Lenders thereof promptly) of such amount); and (II) in the case of a Subsequent Acquisition the aggregate Purchase Price of which exceeds $50,000,000, such amounts as the Company and the Majority Lenders shall agree to be appropriate to reflect the effect of the relevant acquisitions and dispositions during such period (provided that, in the absence of such an agreement between the Company and the Majority Lenders, EBITDA shall be determined on a pro forma basis for such period as if the relevant acquisition or disposition had been made or consummated on the first day of such period, whether or not such first day shall occur prior to the Effective Date). 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EBITDA. The meaning assigned to such term in the Amended and Restated Credit Agreement, dated as of August 10, 2001, among Riverwood, the other borrowers party thereto, The Chase Manhattan Bank, as administrative agent, and the lenders party thereto from time to time, as such agreement may be further amended from time to time.

EBITDA. Shall mean for any fiscal period, as applicable, of the Company, the sum of operating income of the Company and its Subsidiaries on a consolidated basis, excluding any non-recurring or special items, plus depreciation and amortization expense deducted therefrom, as calculated by the Company's chief financial officer consistent with the information presented in the financial statements of the Company filed with the Commission pursuant to Section 13 or 15(d) of the Exchange Act.

EBITDA. Means earnings before income taxes, depreciation and amortization. Three year annualized EBITDA growth shall be calculated using the following formula: [(Ey3/EYo) ^ (1/3)] - 1 ... Where Ey3 = EBITDA for the third fiscal year of the Performance Cycle EYo= EBITDA for the fiscal year end directly preceding the Performance Cycle commencement. View More

EBITDA. Notwithstanding the foregoing, in calculating EBITDA management fees shall be excluded from operating expenses as long as such fees are not paid by the Company.

EBITDA. Shall mean, for any period, the Net Income for such period, plus (to the extent deducted in computing net income) Interest Expense (including imputed interest on capital leases), taxes, depreciation and amortization, and further adjusted to exclude (i) any non-cash gain or loss on the sale of assets, (ii) any gains or losses with respect to hedging or similar transactions, (iii) extraordinary gains or losses determined in accordance with GAAP, and (iv) any other extraordinary gains or losses as... determined by Lender in its sole discretion. View More

EBITDA. Means, for any period, [the consolidated earnings of the Company and its subsidiaries, before interest, taxes, depreciation, amortization and any fees paid to Fenway Partners, Inc. and its affiliates plus or minus (as applicable) any items determined by the Administrator in its reasonable discretion to be extraordinary or non-recurring, provided that the Company's costs incurred in investigating, preparing for and finalizing the Stock Purchase Agreement shall be an extraordinary, non-recurring... expense that shall not be included in the calculation of EBITDA, all as calculated by the Administrator in accordance with GAAP consistently applied on the basis of the Company's audited consolidated financial statements for the immediately preceding Fiscal Year. View More

EBITDA. Means "EBITDA" as defined in, and calculated in accordance with, the Loan Agreement.