Definition of Consolidated Pro Forma EBITDAR


Consolidated Pro Forma EBITDAR means, for any consecutive four Fiscal Quarter period, without duplication, (a) Consolidated EBITDAR for such four Fiscal Quarter period, plus (b) for any Material Acquisition consummated during such four Fiscal Quarter period, (i) EBITDAR of such acquired business determined as though such business were acquired as of the first day of such period by the Credit Parties and their Subsidiaries, plus (ii) the amount of any historical extraordinary or nonrecurring costs or expenses or other verifiable costs or expenses that will not continue after the acquisition date (including without limitation excess owner/management compensation), plus (iii) any reasonable operating expenses (including, without limitation, allocated general and administrative expenses) to be eliminated and any costs savings resulting from the inclusion of such acquired business under existing contractual arrangements, in each case that are (A) certified pursuant to an Officer's Certificate as reasonably likely to occur within one year after such acquisition, (B) supported by reasonable facts, (C) not duplicative of eliminated operating expenses and cost savings previously recognized and (D) are approved by the Administrative Agent minus (c) for any Material Disposition occurring during such four Fiscal Quarter period, EBITDAR attributable to such disposition as though such disposition occurred as of the first day of such period by the Credit Parties and their Subsidiaries.
Sample 1