ProForma Adjusted EBITDA definition
ProForma Adjusted EBITDA means, as to Crescent and its Subsidiaries, the sum of net income plus an amount which, in the determination of net income for such period, has been deducted for interest expense, taxes, depreciation, amortization expense and other non-cash charges plus losses (or minus gains) from sales or other dispositions of assets (other than sales of inventory in the ordinary course) plus permitted adjustments as determined by the Administrative Agent in its sole discretion, all as determined in accordance with GAAP.
ProForma Adjusted EBITDA means for any period, the sum of, without duplication, (a) EBITDA for such period, plus (b) non-recurring non-cash expenses or charges during such period, plus (c) historical results for any acquisitions which are consummated on or after the Closing Date, adjusted for the lesser of: (x) the sum of (without duplication): (i) add-backs permitted pursuant to Article 11, Regulation S-X of the Securities Act of 1933 for the 12-month period then ended, plus (ii) the effect of Additional Volume and/or Increased Use, as applicable, and itemized direct cost savings that will be achieved as a result of, or in connection with, any acquisitions consummated after the Closing Date, plus (iii) the Prior Acquisition Add-Back, or (y) fifteen percent (15%) of the Pro Forma Adjusted EBITDA before the inclusion of items (x)(i), (x)(ii), and (x)(iii), plus (d) non-cash charges for increases in closure and post-closure obligations, plus (e) non-cash charges (or minus non-cash benefits, if applicable) reflecting the adoption of SFAS No. 123 (and all amendments thereto), plus (f) all non-cash charges related to restricted stock and redeemable stock interests granted to officers, directors and employees, plus (g) expense (or minus income, if applicable) associated with any Hedging Agreements and/or the 2006 Interest Rate Hedging Agreement, plus (h) non-cash losses on asset sales in an aggregate amount not to exceed $500,000, plus (i) 2006 Interest Rate Hedging Agreement Termination Expense, plus (j) any fees, costs, expenses, or other charges incurred in connection with the Fourteenth Amendment to this Agreement or the closing and issuance of the Senior Unsecured Debt (including, but not limited to, any penalties, expenses or fees related to the Prior Senior Unsecured Debt and expensed during Borrower’s fiscal quarters ending as of March 31, 2011 and June 30, 2011) in an aggregate amount not to exceed $10,000,000.