ServiceMagic 2012 Annual Report Download - page 142

S-8
“ Consolidated Income Tax Expense ” for any period means the provision for taxes of the Issuer and its Restricted
Subsidiaries, determined on a consolidated basis in accordance with GAAP.
“ Consolidated Interest Expense ” for any period means the sum, without duplication, of the total interest expense
of the Issuer and its Restricted Subsidiaries for such period, determined on a consolidated basis in accordance with GAAP, minus
consolidated interest income of the Issuer and its Restricted Subsidiaries, and including, without duplication,
(1) imputed interest on Capitalized Lease Obligations,
(2) commissions, discounts and other fees and charges owed with respect to letters of credit securing financial
obligations, bankers’ acceptance financing and receivables financings,
(3) the net costs associated with Hedging Obligations related to interest rates,
(4) amortization of debt issuance costs, debt discount or premium and other financing fees and expenses,
(5) the interest portion of any deferred payment obligations,
(6) all other non-cash interest expense,
(7) capitalized interest,
(8) all dividend payments on any series of Disqualified Equity Interests of the Issuer or any Preferred Stock of
any Restricted Subsidiary (other than any such Disqualified Equity Interests or any Preferred Stock held by the Issuer or a
Wholly-Owned Restricted Subsidiary or to the extent paid in Qualified Equity Interests),
(9) all interest payable with respect to discontinued operations, and
(10) all interest on any Indebtedness described in clause (6) or (7) of the definition of Indebtedness.
“ Consolidated Leverage Ratio ” means, at any date, the ratio of (i) Indebtedness of the Issuer and its Restricted
Subsidiaries as of such date of calculation (as set forth on the balance sheet and determined on a consolidated basis in accordance
with GAAP) to (ii) Consolidated Cash Flow during the most recent four consecutive full fiscal quarters for which financial
statements are available ending on or prior to the date of the transaction (the “ Transaction Date ”) giving rise to the need to
calculate the Consolidated Leverage Ratio (the “ Test Period ”).
The Consolidated Leverage Ratio shall be calculated for any period
after giving effect on a pro forma basis (as if they had occurred on the first day of the applicable Test Period) to:
(1) the incurrence of any Indebtedness of the Issuer or any Restricted Subsidiary (and the application of the proceeds
thereof) and any repayment, repurchase, defeasance or other discharge of Indebtedness (and the application of the proceeds
therefrom) (other than the incurrence or repayment of Indebtedness in the ordinary course of business for working capital purposes
pursuant to any revolving credit arrangement) occurring during the Test Period or at any time subsequent to the last day of the Test
Period and on or prior to the Transaction Date, as if such incurrence, repayment, issuance or redemption,