ServiceMagic 2012 Annual Report Download - page 268

exceed 10% of Consolidated EBITDA for such period calculated prior to giving effect to such pro forma adjustments)
occurring during the Test Period or at any time subsequent to the last day of the Test Period and on or prior to the date of
determination, as if such pro forma event occurred on the first day of the Test Period; and
(B) in calculating Consolidated Interest Expense for purposes of the Consolidated Leverage Ratio with respect to any Indebtedness
being given pro forma effect:
(1) interest on outstanding Indebtedness determined on a fluctuating basis as of the date of determination and
which will continue to be so determined thereafter shall be deemed to have accrued at a fixed rate per annum equal to the
rate of interest on such Indebtedness in effect on the date of determination;
(2) if interest on any Indebtedness actually incurred on the date of determination may optionally be determined at
an interest rate based upon a factor of a prime or similar rate, a eurocurrency interbank offered rate, or other rates, then the
interest rate in effect on the date of determination will be deemed to have been in effect during the Test Period;
(3) notwithstanding clause (1) or (2) above, interest on Indebtedness determined on a fluctuating basis, to the
extent such interest is covered by agreements relating to Hedging Obligations, shall be deemed to accrue at the rate per
annum resulting after giving effect to the operation of the agreements governing such Hedging Obligations;
(4) interest on any Indebtedness under a revolving credit facility shall be computed based upon the average daily
balance of such Indebtedness during the Test Period; and
(5) interest on a Capital Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by a
responsible financial or accounting Officer of the Borrower to be the rate of interest implicit in such Capital Lease
Obligation in accordance with GAAP.
The Borrower may elect, pursuant to an Officer’s Certificate delivered to the Administrative Agent to treat all or any portion of the
revolving commitment under any Indebtedness as being incurred and outstanding at such time and for so long as such revolving
commitments remain outstanding (regardless of whether drawn), in which case any subsequent incurrence of Indebtedness under
such revolving commitment shall not be deemed, for purposes of this calculation, to be an incurrence at such subsequent time.
“ Consolidated Net Income ”
for any Test Period means the net income (or loss) of the Borrower and the Restricted
Subsidiaries for such Test Period determined on a consolidated basis in accordance with GAAP; provided that there shall be
excluded from such net income (to the extent otherwise included therein), without duplication:
(1) the net income (or loss) of any Person that is not a Restricted Subsidiary, except to the extent that cash in an
amount equal to any such income has actually been received by the Borrower or any Restricted Subsidiary during such
period;
(2) gains and losses due solely to fluctuations in currency values and the related tax effects according to GAAP;
(3) gains and losses with respect to Hedging Obligations;
-11-