Audiovox 2012 Annual Report Download - page 164

“Consolidated Assets” shall mean, as of any date of determination, the Consolidated assets of the Company and its Subsidiaries at
such date, as determined in accordance with GAAP.
“Consolidated Capital Expenditures” shall mean, as of any date of determination for the four (4) consecutive fiscal quarter
period ending on such date, for the Company and its Subsidiaries on a Consolidated basis, the aggregate of all expenditures by the Credit
Parties and their Subsidiaries during such period that are capital expenditures as determined in accordance with GAAP, whether such
expenditures are paid in cash or financed; provided that Consolidated Capital Expenditures shall exclude (a) Indebtedness permitted
under Section 6.1(i) or Section 6.1(j) and (b) an additional $8,000,000 in capital expenditures with respect to the Indiana Project and the
Florida Project.
“Consolidated EBIT” shall mean, as of any date of determination for the four (4) consecutive fiscal quarter period ending on
such date, for the Company and its Subsidiaries on a Consolidated basis and without duplication, the sum of (a) Consolidated EBITDA
minus (b) depreciation minus (c) amortization, in each case, determined on a Consolidated basis in accordance with GAAP.
“Consolidated EBIT to Consolidated Interest Expense Ratio ” shall mean, as of any date of determination, for the Company and
its Subsidiaries on a Consolidated basis, the ratio of (a) Consolidated EBIT on such date to (b) Consolidated Interest Expense.
“Consolidated EBITDA” shall mean, as of any date of determination for the four (4) consecutive fiscal quarter period ending on
such date, without duplication, the Consolidated Net Income (or loss) of the Company and its Subsidiaries on a Consolidated Basis, minus
(a) non-cash extraordinary gains minus (b) interest income, plus, (c) to the extent deducted in calculating Consolidated Net Income for
such period: (i) non-cash extraordinary losses, (ii) Consolidated Interest Expense, (iii) tax expense (including, without limitation, any
federal, state, local and foreign income and similar taxes), (iv) non-cash charges related to goodwill impairment and impairment of non-
cash intangibles, (v) closing costs incurred in connection with the Acquisition and the senior credit facilities related to this Agreement,
and (vi) depreciation and amortization of the Company and its Subsidiaries for such period, in each case, determined on a Consolidated
basis in accordance with GAAP.
“Consolidated Funded Debt” shall mean, as of any date of determination, Funded Debt of the Company and its Subsidiaries on a
Consolidated basis.
“Consolidated Interest Expense” shall mean, as of any date of determination for the four (4) consecutive fiscal quarter period
ending on such date, the aggregate of the interest expense of the Company and its Subsidiaries for such period, without duplication,
determined on a Consolidated basis in accordance with GAAP. Notwithstanding the foregoing, for purposes of calculating Consolidated
Interest Expense for the fiscal quarters ending May 31, 2012, August 31, 2012 and November 30, 2012, Consolidated Interest Expense
shall be annualized during such fiscal quarters such that (a) for the calculation of Consolidated Interest Expense as of May 31, 2012,
Consolidated Interest Expense for the fiscal quarter then ending will be multiplied by four (4), (b) for the calculation of Consolidated
Interest Expense as of August 31, 2012, Consolidated Interest Expense for the two fiscal quarter period then ending will be multiplied
by two (2) and (c) for the calculation of Consolidated Interest Expense as of November 30, 2012, Consolidated Interest Expense for the
three fiscal quarter period then ending will be multiplied by one and one ‑third (1 1/3).
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