Common use of Certain Pro Forma Adjustments Clause in Contracts

Certain Pro Forma Adjustments. With respect to any period during which a Permitted Acquisition (including the GeoEye Acquisition) or an Asset Sale has occurred (each, a “Subject Transaction”), for purposes of determining compliance with the financial covenants set forth in Article 7 and any calculation of the Leverage Ratio, the Senior Secured Leverage Ratio or the Interest Coverage Ratio and for purposes of determining the Applicable Commitment Fee Percentage and any other purpose under this Agreement, Consolidated Adjusted EBITDA, Consolidated Total Debt and Consolidated Interest Expense shall be calculated with respect to such period on a pro forma basis (including pro forma adjustments arising out of events which are directly attributable to a specific transaction, are factually supportable and are expected to have a continuing impact, in each case determined on a basis consistent with Article 11 of Regulation S-X promulgated under the Securities Act and as interpreted by the staff of the Securities and Exchange Commission, unless otherwise agreed to by Administrative Agent, which would include expected cost savings resulting from head count reduction, closure of facilities and similar restructuring charges and expenses, operating expense reductions and “run-rate” synergies related to the Subject Transaction which pro forma adjustments shall be certified by the Financial Officer of Borrower) using the historical financial statements of any business so acquired or to be acquired or sold or to be sold and the consolidated financial statements of Borrower and its Subsidiaries which shall be reformulated as if such Subject Transaction, and any Indebtedness incurred or repaid in connection therewith, had been consummated or incurred or repaid at the beginning of such period (and assuming that such Indebtedness bears interest during any portion of the applicable measurement period prior to the relevant acquisition at the weighted average of the interest rates applicable to outstanding Loans incurred during such period); provided that the adjustments made pursuant to this Section 1.02(b) with respect to the GeoEye Acquisition or any other Permitted Acquisition shall be without duplication of the amounts included, and shall be subject to the limitations contained, in clause (xiv) of the definition of Consolidated Adjusted EBITDA. Section 1.03.

Certain Pro Forma Adjustments. With respect to any period during which a Permitted Acquisition (including the GeoEye Acquisition) or an Asset Sale has occurred or a Subsidiary is designated as a Restricted Subsidiary or Unrestricted Subsidiary (each, a “Subject Transaction”), for purposes of determining compliance with the financial covenants set forth in Article 7 and any calculation of the Total Leverage Ratio, the Senior Secured Leverage Ratio or the Interest Fixed Charge Coverage Ratio and and, if applicable, for purposes of determining the Applicable Commitment Fee Percentage and any other purpose under this AgreementPercentage, Consolidated Adjusted EBITDA, Consolidated Total Debt, Consolidated Total Secured Debt and Consolidated Interest Expense shall be calculated with respect to such period on a pro forma basis (including (i) pro forma adjustments arising out of events which are directly attributable to a specific transaction, are factually supportable and are expected to have a continuing impact, in each case determined on a basis consistent with GAAP and Article 11 of Regulation S-X promulgated under the Securities Act and as interpreted by the staff of the Securities and Exchange CommissionCommission and (ii) operating expense reductions and other operating improvements or synergies (including, unless otherwise agreed to by Administrative Agentwithout limitation, which would include expected cost savings resulting from head count reduction, closure of facilities and similar restructuring charges and expensescharges) reasonably expected to result from such Subject Transactions taken or expected to be taken, provided that (A) such operating expense reductions, operating expense reductions improvements or synergies are reasonably identifiable and “run-rate” synergies related factually supportable and expected to have a continuing impact, and (B) such actions have been taken or are to be taken within 12 months after the date of closing of the Subject Transaction Transaction, which pro forma adjustments shall be certified by the a Financial Officer of Borrower) using the historical audited financial statements of any business so acquired or to be acquired or acquired, sold or to be sold or designated or to be designated and the consolidated financial statements of Borrower and its Subsidiaries which shall be reformulated as if such Subject Transaction, and any Indebtedness incurred or repaid in connection therewith, had been consummated or incurred or repaid at the beginning of such period (and assuming that such Indebtedness bears interest during any portion of the applicable measurement period prior to the relevant acquisition at the weighted average of the interest rates applicable to outstanding Loans incurred during such period); provided that the adjustments made (x) no amounts shall be added pursuant to this Section 1.02(bthese clauses (i) with respect or (ii) to the GeoEye Acquisition or extent duplicative of any other Permitted Acquisition shall be without duplication amounts that are otherwise added back in computing Consolidated Adjusted EBITDA for such period and (y) any increase to Consolidated Adjusted EBITDA as a result of the amounts included, costs savings and synergies shall be subject to the limitations contained, set forth in clause (xiv) of the definition of Consolidated Adjusted EBITDA. Section 1.03If a transaction which is conditioned upon compliance on a pro forma basis with the covenants set forth in Article 7 is consummated prior to the first date on which such covenant is required to be satisfied, the levels required for such first date shall be deemed to apply for determining such compliance on a pro forma basis.

Certain Pro Forma Adjustments. With respect to any period during which a Permitted Acquisition (including the GeoEye Acquisition) or an Asset Sale has occurred (each, a “Subject Transaction”), for purposes of determining compliance with the financial covenants set forth in Article 7 and any calculation of the Leverage Ratio, the Senior Secured Leverage Ratio or the Interest Coverage Ratio and for purposes of determining the Applicable Commitment Fee Percentage and any other purpose under this Agreement, Consolidated Adjusted EBITDA, Consolidated Total Debt and Consolidated Interest Expense shall be calculated with respect to such period on a pro forma basis (including pro forma adjustments arising out of events which are directly attributable to a specific transaction, are factually supportable and are expected to have a continuing impact, in each case determined on a basis consistent with Article 11 of Regulation S-X promulgated under the Securities Act and as interpreted by the staff of the Securities and Exchange Commission, unless otherwise agreed to by Administrative Agent, which would include expected cost savings resulting from head count reduction, closure of facilities and similar restructuring charges and expenses, operating expense reductions and “run-rate” synergies related to the Subject Transaction which pro forma adjustments shall be certified by the Financial Officer of Borrower) using the historical financial statements of any business so acquired or to be acquired or sold or to be sold and the consolidated financial statements of Borrower and its Subsidiaries which shall be reformulated as if such Subject Transaction, and any Indebtedness incurred or repaid in connection therewith, had been consummated or incurred or repaid at the beginning of such period (and assuming that such Indebtedness bears interest during any portion of the applicable measurement period prior to the relevant acquisition at the weighted average of the interest rates applicable to outstanding Loans incurred during such period); provided that the adjustments made pursuant to this Section 1.02(b) with respect to the GeoEye Acquisition or any other Permitted Acquisition shall be without duplication of the amounts included, and shall be subject to the limitations contained, in clause (xiv) of the definition of Consolidated Adjusted EBITDA. Section 1.03.

Certain Pro Forma Adjustments. With respect to any period during which a Permitted Acquisition (including the GeoEye Acquisition) or an Asset Sale has occurred or a Subsidiary is designated as a Restricted Subsidiary or Unrestricted Subsidiary (each, a “Subject Transaction”), for purposes of determining compliance with the financial covenants set forth in Article 7 Financial Covenant and any calculation of the Total Net Leverage Ratio, the Senior Secured Leverage Ratio or the Interest Coverage Ratio and and, if applicable, for purposes of determining the Applicable Commitment Fee Percentage and any other purpose under this Agreement, Consolidated Adjusted EBITDA, Consolidated Total Debt and Consolidated Interest Expense shall be calculated with respect to such period on a pro forma basis (including (i) pro forma adjustments arising out of events which are directly attributable to a specific transaction, are factually supportable and are expected to have a continuing impact, in each case determined on a basis consistent with GAAP and Article 11 of Regulation S-X promulgated under the Securities Act and as interpreted by the staff of the Securities and Exchange CommissionCommission and (ii) operating expense reductions and other operating improvements or synergies (including, unless otherwise agreed to by Administrative Agentwithout limitation, which would include expected cost savings resulting from head count reduction, closure of facilities and similar restructuring charges and expensescharges) reasonably expected to result from such Subject Transactions taken or expected to be taken, provided that (A) such operating expense reductions, operating expense reductions improvements or synergies are reasonably identifiable and “run-rate” synergies related factually supportable and expected to have a continuing impact, and (B) such actions have been taken or are to be taken within 12 months after the date of closing of the Subject Transaction Transaction, which pro forma adjustments shall be certified by the a Financial Officer of Administrative Borrower) using the historical audited financial statements of any business so acquired or to be acquired or acquired, sold or to be sold or designated or to be designated and the consolidated financial statements of Administrative Borrower and its Subsidiaries which shall be reformulated as if such Subject Transaction, and any Indebtedness incurred or repaid in connection therewith, had been consummated or incurred or repaid at the beginning of such period (and assuming that such Indebtedness bears interest during any portion of the applicable measurement period prior to the relevant acquisition at the weighted average of the interest rates applicable to outstanding Loans incurred during such period); provided that the adjustments made (x) no amounts shall be added pursuant to this Section 1.02(bthese clauses (i) with respect or (ii) to the GeoEye Acquisition or extent duplicative of any other Permitted Acquisition shall be without duplication amounts that are otherwise added back in computing Consolidated Adjusted EBITDA for such period and (y) any increase to Consolidated Adjusted EBITDA as a result of the amounts included, costs savings and synergies shall be subject to the limitations contained, set forth in clause (xiv) of the definition of Consolidated Adjusted EBITDA. Section 1.03If a transaction which is conditioned upon compliance on a pro forma basis with the Financial Covenant is consummated prior to the first date on which such covenant is required to be satisfied, the levels required for such first date shall be deemed to apply for determining such compliance on a pro forma basis.

Certain Pro Forma Adjustments. With respect to any period during which a Permitted Acquisition (including the GeoEye Radiant Acquisition) or other acquisition or Investment permitted hereunder with Acquisition Consideration in excess of $10 million or an Asset Sale has occurred (each, a “Subject Transaction”), for purposes of determining compliance with the financial covenants set forth in Article 7 and any calculation of the Leverage Ratio, Ratio or the Senior Secured Leverage Ratio or the Interest Coverage Ratio and for purposes of determining the Applicable Commitment Fee Percentage and any other purpose under this Agreement, Consolidated Adjusted EBITDA, Consolidated Total Debt and Consolidated Interest Expense shall be calculated with respect to such period on a pro forma basis including (including i) pro forma adjustments arising out of events which are directly attributable to a specific transaction, are factually supportable and are expected to have a continuing impact, in each case determined on a basis consistent with Article 11 of Regulation S-X promulgated under the Securities Act and as interpreted by the staff of the Securities and Exchange CommissionCommission and (ii) pro forma adjustments determined in good faith by Borrower arising out of operating and other expense reductions attributable to such Subject Transaction being given pro forma effect that (1) have been realized or (2) will be implemented and realized within 18 months following such transaction and are reasonably identifiable and factually supportable and quantifiable and, unless otherwise agreed to by Administrative Agentin each case, which would include including expected cost savings resulting from head count reduction, closure of facilities and similar restructuring charges and expenses, operating expense reductions and “run-rate” synergies related to the Subject Transaction which pro forma adjustments shall be certified by the Financial Officer of Borrower) , in each case as certified by the Financial Officer of Borrower using the historical financial statements of any business so acquired or to be acquired or sold or to be sold and the consolidated financial statements of Borrower and its Subsidiaries which shall be reformulated as if such Subject Transaction, and any Indebtedness incurred or repaid in connection therewith, had been consummated or incurred or repaid at the beginning of such period (and assuming that such Indebtedness bears interest during any portion of the applicable measurement period prior to the relevant acquisition at the weighted average of the interest rates applicable to outstanding Loans incurred during such period); provided that the adjustments made pursuant to clause (ii) of this Section 1.02(b) with respect to the GeoEye Radiant Acquisition or any other Permitted Acquisition or other acquisition or Investment permitted hereunder shall be without duplication of the amounts included, and shall be subject to the limitations contained, in clause (xiii) or (xiv) of the definition of Consolidated Adjusted EBITDA. Section 1.03.

Certain Pro Forma Adjustments. With respect to any period during which a Permitted Acquisition or a Permitted Disposition has occurred, or any permanent prepayment of Funded Indebtedness (including excluding (i) any prepayment of any revolving credit facility that is not accompanied by an equivalent permanent reduction in corresponding commitments thereto, (ii) any regularly scheduled payments of principal or interest payments with respect to any Indebtedness during such period and (iii) any mandatory prepayments other than those made in connection with a Permitted Disposition) (including, any transaction that is consented to by the GeoEye Acquisition) or an Asset Sale has occurred (Required Lenders, each, a “Subject Transaction”), for purposes of determining compliance with the financial covenants set forth in Article Section 7 and any other calculation of the Leverage RatioConsolidated EBITDA, the Senior Secured Leverage Ratio or Consolidated Net Income, Interest Expense, the Interest Coverage Ratio, Capital Expenditures or the Leverage Ratio and for purposes of determining in connection with any transaction that is conditioned upon compliance on a pro forma basis with the Applicable Commitment Fee Percentage and covenants set forth in Section 7 or any other purpose under financial term used in this Agreement, Consolidated Adjusted EBITDA, Consolidated Total Debt such determinations and Consolidated Interest Expense calculations shall be calculated with respect to such period on a after giving pro forma basis (including pro forma adjustments arising out of events which are directly attributable effect thereto or in such other manner acceptable to a specific transaction, are factually supportable and are expected to have a continuing impact, in each case determined on a basis consistent with Article 11 of Regulation S-X promulgated under the Securities Act and Agent as interpreted by the staff of the Securities and Exchange Commission, unless otherwise agreed to by Administrative Agent, which would include expected cost savings resulting from head count reduction, closure of facilities and similar restructuring charges and expenses, operating expense reductions and “run-rate” synergies related to the if any such Subject Transaction which pro forma adjustments shall be certified by or adjustment occurred on the Financial Officer first day of Borrower) using the historical financial statements of any business so acquired or to be acquired or sold or to be sold and the consolidated financial statements of Borrower and its Subsidiaries which shall be reformulated as if such Subject Transaction, period and any Indebtedness incurred or repaid in connection therewith, had been consummated or incurred or repaid at the beginning of such period (and assuming that such Indebtedness bears interest during any portion of the applicable measurement period prior to the relevant acquisition at the weighted average of the interest rates applicable to outstanding Loans incurred during such period); provided that . If a transaction which is conditioned upon compliance on a pro forma basis with the adjustments made pursuant to this covenants set forth in Section 1.02(b) with respect 7 is consummated prior to the GeoEye Acquisition or any other Permitted Acquisition first date on which such covenant is required to be satisfied, the levels required for such first date shall be without duplication of the amounts included, and shall be subject deemed to the limitations contained, in clause (xiv) of the definition of Consolidated Adjusted EBITDA. Section 1.03.apply for determining such compliance on a pro forma basis

Certain Pro Forma Adjustments. With respect to any period during which a Permitted Acquisition (including or a Permitted Disposition has occurred, or any permanent prepayment of Funded Indebtedness made solely with the GeoEye Acquisition) or an Asset Sale proceeds of a Permitted Disposition has occurred (excluding (i) any prepayment of any revolving credit facility that is not accompanied by an equivalent permanent reduction in corresponding commitments thereto, (ii) any regularly scheduled payments of principal or interest payments with respect to any Indebtedness during such period and (iii) any mandatory prepayments other than those made in connection with a Permitted Disposition) (including, any transaction that is consented to by the Required Lenders, each, a “Subject Transaction”), for purposes of determining compliance with the financial covenants set forth in Article Section 7 and any other calculation of the Leverage RatioEBITDA, Consolidated Net Income, Fixed Charges, the Senior Secured Leverage Fixed Charge Coverage Ratio or Capital Expenditures in connection with any transaction that is conditioned upon compliance on a pro forma basis with the Interest Coverage Ratio and for purposes of determining the Applicable Commitment Fee Percentage and covenants set forth in Section 7 or any other purpose under financial term used in this Agreement, Consolidated Adjusted EBITDA, Consolidated Total Debt such determinations and Consolidated Interest Expense calculations shall be calculated with respect to such period on a after giving pro forma basis (including pro forma adjustments arising out of events which are directly attributable effect thereto or in such other manner acceptable to a specific transaction, are factually supportable and are expected to have a continuing impact, in each case determined on a basis consistent with Article 11 of Regulation S-X promulgated under the Securities Act and Agent as interpreted by the staff of the Securities and Exchange Commission, unless otherwise agreed to by Administrative Agent, which would include expected cost savings resulting from head count reduction, closure of facilities and similar restructuring charges and expenses, operating expense reductions and “run-rate” synergies related to the if any such Subject Transaction which pro forma adjustments shall be certified by or adjustment occurred on the Financial Officer first day of Borrower) using the historical financial statements of any business so acquired or to be acquired or sold or to be sold and the consolidated financial statements of Borrower and its Subsidiaries which shall be reformulated as if such Subject Transaction, period and any Indebtedness incurred or repaid in connection therewith, had been consummated or incurred or repaid at the beginning of such period (and assuming that such Indebtedness bears interest during any portion of the applicable measurement period prior to the relevant acquisition at the weighted average of the interest rates applicable to outstanding Loans incurred during such period); provided that . If a transaction which is conditioned upon compliance on a pro forma basis with the adjustments made pursuant to this covenants set forth in Section 1.02(b) with respect 7 is consummated prior to the GeoEye Acquisition or any other Permitted Acquisition first date on which such covenant is required to be satisfied, the levels required for such first date shall be without duplication of the amounts included, and shall be subject deemed to the limitations contained, in clause (xiv) of the definition of Consolidated Adjusted EBITDA. Section 1.03apply for determining such compliance on a pro forma basis.