Pro Forma EBITDA means, with respect to any Entity for any four Fiscal-Quarter period, such Entity's EBITDA for such four Fiscal-Quarter period, computed assuming that any Significant Transaction the Transaction Date of which occurred during the relevant four-Fiscal Quarter period was consummated, on the terms in effect on such Transaction Date, at the beginning of such four-Fiscal Quarter period most recently ended prior to the Transaction Date of such Significant Transaction, and shall include adjustments which give effect to events that are (i) directly attributable to any Significant Transactions the Transaction Date of which occurs during such four-Fiscal Quarter period, (ii) expected to have a continuing impact on the Entity, and (iii) factually supportable.
The calculation of Pro Forma EBITDA has been prepared in good faith based on assumptions believed by the Borrower to have been reasonable as of the date of delivery thereof (it being understood that such assumptions are based on good faith estimates of certain items and that the actual amount of such items on the Closing Date is subject to change).
The calculation of pro forma EBITDA of the Borrower and its Subsidiaries for the twelve-month period ended March 31, 2017 that has been included in the Information Memorandum (the Pro Forma EBITDA) has been prepared giving effect to the Transactions (as if such events occurred on the first day of such period).
Section 9.5 of the Credit Agreement is hereby amended by deleting the "." and the end of such section and inserting the following in lieu thereof: "; provided, however, that for purposes of computing the foregoing ratio "EBITDA" shall not be calculated using Pro Forma EBITDA as a component thereof.".
Because it omits the other items, we believe Pro Forma Adjusted EBITDA and Pro Forma EBITDA are also more reflective of our on-going operating performance.
As of the last day of each fiscal quarter of the Borrower, the ratio of Consolidated Funded Debt to Pro Forma EBITDA for the period consisting of four consecutive fiscal quarters taken as a single accounting period and ending on such day will be less than 4.50 to 1.00.