Common use of Certain Pro Forma Adjustments Clause in Contracts

Certain Pro Forma Adjustments. With respect to any period during which a Permitted 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 Covenant and any calculation of the Total Net Leverage Ratio, and, if applicable, for purposes of determining 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 Commission and (ii) operating expense reductions and other operating improvements or synergies (including, without limitation, cost savings resulting from head count reduction, closure of facilities and similar restructuring charges) reasonably expected to result from such Subject Transactions taken or expected to be taken, provided that (A) such operating expense reductions, operating improvements or synergies are reasonably identifiable and 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, which pro forma adjustments shall be certified by a Financial Officer of Administrative Borrower) using the historical audited financial statements of any business so acquired or to be 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 (x) no amounts shall be added pursuant to these clauses (i) or (ii) to the extent duplicative of any 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 costs savings and synergies shall be subject to the limitations set forth in the definition of Consolidated Adjusted EBITDA. If 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 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 Covenant financial covenants set forth in Article 7 and any calculation of the Total Net Leverage Ratio, and, if applicable, 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 (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 Commission and (ii) operating expense reductions and other operating improvements or synergies (includingCommission, without limitationunless otherwise agreed to by Administrative Agent, which would include expected cost savings resulting from head count reduction, closure of facilities and similar restructuring charges) reasonably expected to result from such Subject Transactions taken or expected to be takencharges and expenses, provided that (A) such operating expense reductions, operating improvements or reductions and “run-rate” synergies are reasonably identifiable and factually supportable and expected related 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 a the Financial Officer of Administrative Borrower) using the historical audited financial statements of any business so acquired or to be acquired, acquired or 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 (xthe adjustments made pursuant to this Section 1.02(b) no amounts with respect to the GeoEye Acquisition or any other Permitted Acquisition shall be added pursuant to these clauses (i) or (ii) to without duplication of the extent duplicative of any amounts that are otherwise added back in computing Consolidated Adjusted EBITDA for such period included, and (y) any increase to Consolidated Adjusted EBITDA as a result of costs savings and synergies shall be subject to the limitations set forth contained, in clause (xiv) of the definition of Consolidated Adjusted EBITDA. If 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 or a Permitted Disposition has occurred, or any permanent prepayment of Funded Indebtedness (excluding (i) any prepayment of any revolving credit facility that is not accompanied by an Asset Sale has occurred 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 Subsidiary Permitted Disposition) (including, any transaction that is designated as a Restricted Subsidiary or Unrestricted Subsidiary (consented to by the Required Lenders, each, a “Subject Transaction”), for purposes of determining compliance with the Financial Covenant financial covenants set forth in Section 7 and any other calculation of the Total Net Leverage Ratio, and, if applicable, for purposes of determining Consolidated Adjusted EBITDA, Consolidated Total Debt Net Income, Interest Expense, the Interest Coverage Ratio, Capital Expenditures or the Leverage Ratio in connection with any transaction that is conditioned upon compliance on a pro forma basis with the covenants set forth in Section 7 or any other financial term used in this Agreement, such determinations and Consolidated Interest Expense calculations shall be calculated with respect to such period on a after giving pro forma basis (including (i) 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 GAAP and Article 11 of Regulation S-X promulgated under the Securities Act and Agent as interpreted by the staff of the Securities and Exchange Commission and (ii) operating expense reductions and other operating improvements or synergies (including, without limitation, cost savings resulting from head count reduction, closure of facilities and similar restructuring charges) reasonably expected to result from if any such Subject Transactions taken Transaction or expected to be taken, provided that (A) adjustment occurred on the first day of such operating expense reductions, operating improvements or synergies are reasonably identifiable and 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, which pro forma adjustments shall be certified by a Financial Officer of Administrative Borrower) using the historical audited financial statements of any business so acquired or to be 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, 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 (x) no amounts shall be added pursuant to these clauses (i) or (ii) to the extent duplicative of any 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 costs savings and synergies shall be subject to the limitations set forth in the definition of Consolidated Adjusted EBITDA. If a transaction which is conditioned upon compliance on a pro forma basis with the Financial Covenant covenants set forth in Section 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 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 Covenant financial covenants set forth in Article 7 and any calculation of the Total Net Leverage Ratio, the Secured Leverage Ratio or the Fixed Charge Coverage Ratio and, if applicable, for purposes of determining the Applicable Commitment Fee Percentage, 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 Commission and (ii) operating expense reductions and other operating improvements or synergies (including, without limitation, cost savings resulting from head count reduction, closure of facilities and similar restructuring charges) reasonably expected to result from such Subject Transactions taken or expected to be taken, provided that (A) such operating expense reductions, operating improvements or synergies are reasonably identifiable and 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, which pro forma adjustments shall be certified by a Financial Officer of Administrative Borrower) using the historical audited financial statements of any business so acquired or to be 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 (x) no amounts shall be added pursuant to these clauses (i) or (ii) to the extent duplicative of any 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 costs savings and synergies shall be subject to the limitations set forth in the definition of Consolidated Adjusted EBITDA. If a transaction which is conditioned upon compliance on a pro forma basis with the Financial Covenant 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 or an Asset Sale a Permitted Disposition has occurred, or any permanent prepayment of Funded Indebtedness made solely with the 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 Subsidiary Permitted Disposition) (including, any transaction that is designated as a Restricted Subsidiary or Unrestricted Subsidiary (consented to by the Required Lenders, each, a “Subject Transaction”), for purposes of determining compliance with the Financial Covenant financial covenants set forth in Section 7 and any other calculation of the Total Net Leverage Ratio, and, if applicable, for purposes of determining Consolidated Adjusted EBITDA, Consolidated Total Debt Net Income, Fixed Charges, the Fixed Charge Coverage Ratio or Capital Expenditures in connection with any transaction that is conditioned upon compliance on a pro forma basis with the covenants set forth in Section 7 or any other financial term used in this Agreement, such determinations and Consolidated Interest Expense calculations shall be calculated with respect to such period on a after giving pro forma basis (including (i) 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 GAAP and Article 11 of Regulation S-X promulgated under the Securities Act and Agent as interpreted by the staff of the Securities and Exchange Commission and (ii) operating expense reductions and other operating improvements or synergies (including, without limitation, cost savings resulting from head count reduction, closure of facilities and similar restructuring charges) reasonably expected to result from if any such Subject Transactions taken Transaction or expected to be taken, provided that (A) adjustment occurred on the first day of such operating expense reductions, operating improvements or synergies are reasonably identifiable and 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, which pro forma adjustments shall be certified by a Financial Officer of Administrative Borrower) using the historical audited financial statements of any business so acquired or to be 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, 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 (x) no amounts shall be added pursuant to these clauses (i) or (ii) to the extent duplicative of any 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 costs savings and synergies shall be subject to the limitations set forth in the definition of Consolidated Adjusted EBITDA. If a transaction which is conditioned upon compliance on a pro forma basis with the Financial Covenant covenants set forth in Section 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 or a Subsidiary is designated as a Restricted Subsidiary or Unrestricted Subsidiary (each, a “Subject Transaction”), for purposes of determining compliance with the Financial Covenant financial covenants set forth in Article 7 and any calculation of the Total Net Leverage Ratio, and, if applicable, 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 (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 Commission and (ii) operating expense reductions and other operating improvements or synergies (includingCommission, without limitationunless otherwise agreed to by Administrative Agent, which would include expected cost savings resulting from head count reduction, closure of facilities and similar restructuring charges) reasonably expected to result from such Subject Transactions taken or expected to be takencharges and expenses, provided that (A) such operating expense reductions, operating improvements or reductions and “run-rate” synergies are reasonably identifiable and factually supportable and expected related 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 a the Financial Officer of Administrative Borrower) using the historical audited financial statements of any business so acquired or to be acquired, acquired or 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 (xthe adjustments made pursuant to this Section 1.02(b) no amounts with respect to the GeoEye Acquisition or any other Permitted Acquisition shall be added pursuant to these clauses (i) or (ii) to without duplication of the extent duplicative of any amounts that are otherwise added back in computing Consolidated Adjusted EBITDA for such period included, and (y) any increase to Consolidated Adjusted EBITDA as a result of costs savings and synergies shall be subject to the limitations set forth contained, in clause (xiv) of the definition of Consolidated Adjusted EBITDA. If 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 basisSection 1.03.