ServiceMagic 2012 Annual Report Download - page 267

(6) all other non-cash interest expense,
(7) capitalized interest,
(8) all dividend payments on any series of Disqualified Equity Interests of the Borrower or any Preferred Stock of
any Restricted Subsidiary (other than any such Disqualified Equity Interests or any Preferred Stock held by the Borrower or
a Restricted Subsidiary of the Borrower that is a Wholly Owned 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, as of any date of determination, the ratio of (i) Indebtedness of the
Borrower and its Restricted Subsidiaries as of the last day of the Test Period most recently ended on or prior to such date of
determination (as set forth on the balance sheet and determined on a consolidated basis in accordance with GAAP) to
(ii) Consolidated EBITDA for such Test Period.
(A) 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 Borrower 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 applicable Test Period or (except when
calculating the Consolidated Leverage Ratio for purposes of determining the Applicable Rate or determining actual
compliance (and not pro forma compliance or compliance on a pro forma basis) with Section 6.10) at any time subsequent
to the last day of such Test Period and on or prior to the date of determination, as if such incurrence, repayment, issuance or
redemption, as the case may be (and the application of the proceeds thereof), occurred on the first day of the Test Period;
and
(2) any Asset Sale, asset sale which is solely excluded from the definition of Asset Sale pursuant to clause (8) of
such definition or Asset Acquisition (including, without limitation, any Asset Acquisition giving rise to the need to make
such calculation as a result of the Borrower or any Restricted Subsidiary (including any Person who becomes a Restricted
Subsidiary as a result of such Asset Acquisition or as a result of a Revocation) or operational restructuring (each a “ pro
forma event ”) (including any cost savings and synergies resulting from head count reduction, closure of facilities and
similar operational and other cost savings and synergies relating to such pro forma event occurring within 12 months (or
expected, in the good faith determination of the Borrower, to occur within 12 months) of such pro forma event and during
such period or (except when calculating the Consolidated Leverage Ratio for purposes of determining the Applicable Rate
or determining actual compliance (and not pro forma compliance or compliance on a pro forma basis) subsequent to such
period and on or prior to the date of such calculation, in each case that are expected to have a continuing impact and are
factually supportable, and which adjustments the Borrower determines are reasonable as set forth in an Officer’s
Certificate; provided that the aggregate amount of all such cost savings and synergies pursuant to this clause (A)(2) and the
second paragraph of the definition of “Consolidated EBITDA” shall in no event
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