Pro Forma EBITDAR means, with respect to any Permitted Acquisition, for any applicable period of computation, the sum of (i) net income of the related Acquired Business for such period, but excluding therefrom all extraordinary items of income or loss, plus (ii) the aggregate amount of depreciation and amortization charges to the extent deducted in determining net income of the related Acquired Business for such period, plus (iii) interest expense of the related Acquired Business for such period, plus (iv) the aggregate amount of all income taxes reflected on the statements of income of the Acquired Business for such period, plus (v) rental expense of the related Acquired Business under operating leases of rental equipment and machinery for such period, plus (vi) pro forma expense and cost reductions approved by the Agent. The applicable period of computation shall be for the four (4) completed consecutive fiscal quarters ending prior to the date on which such Permitted Acquisition is consummated.
Pro Forma EBITDAR includes $100 million of anticipated run-rate cost synergies.
ALC Pro Forma EBITDAR* Q4 '05 Q1 '06 Q2 '06 Q3 '06 Q4 '06 occ 15.9 15.8 16.7 16.1 17.5 ($'s In millions) * Based on 206 residences transferred to ALC.
Adjusted Annualized Pro Forma EBITDAR means, for any period, the sum, without duplication, of (a) the Annualized Pro Forma EBITDAR of the Borrower Parties for such period and (b) the Companys equity percentage of the Annualized Pro Forma EBITDAR of the Specified 50/50 JVs for such period.
Subsection 8.1(d) of the Credit Agreement is hereby amended by deleting such subsection in its entirety and substituting in lieu thereof the following: Permit Pro Forma EBITDAR for (i) the fiscal quarter of the Borrower ending June 30, 2009 to be less than $5,000,000, (ii) the two consecutive fiscal quarters of the Borrower ending September 30, 2009 to be less than $16,000,000, or (iii) the three consecutive fiscal quarters of the Borrower ending December 31, 2009 to be less than $21,000,000.