AMENDMENT AGREEMENT dated as of August 2, 2007 among EBAY INC. as the Borrower, BANK OF AMERICA, N.A., as Administrative Agent, and The Other Lenders Party Hereto WELLS FARGO BANK, N.A., as Syndication Agent BANC OF AMERICA SECURITIES LLC, and WELLS...
EXHIBIT 10.1
Execution Copy
Published CUSIP Number: 000000XX0
dated as of August 2, 2007
among
as the Borrower,
BANK OF AMERICA, N.A.,
as Administrative Agent,
and
The Other Lenders Party Hereto
XXXXX FARGO BANK, N.A.,
as Syndication Agent
BANC OF AMERICA SECURITIES LLC,
and
XXXXX FARGO BANK, N.A.,
As Joint Lead Arrangers and Joint Book Managers
This AMENDMENT AGREEMENT (this “Amendment”) is
entered into as of August 2, 2007 among EBAY INC., a
Delaware corporation (the “Borrower”), the
several financial institutions party hereto (each a
“Lender” and, collectively, the
“Lenders”), and BANK OF AMERICA, N.A., as
Administrative Agent.
The Borrower, the Lenders party thereto and the Administrative
Agent entered into a Credit Agreement dated as of
November 7, 2006 (as in effect as of the date of this
Amendment, the “Credit Agreement”).
The Borrower has requested that the Lenders agree to certain
amendments to the Credit Agreement, and the Lenders have agreed
to such request, subject to the terms and conditions of this
Amendment.
In consideration of the mutual covenants and agreements herein
contained, the parties hereto covenant and agree as follows:
1. Definitions; References;
Interpretation.
(a) Unless otherwise specifically defined herein, each term
used herein (including in the Recitals hereof) which is defined
in the Credit Agreement shall have the meaning assigned to such
term in the Credit Agreement.
(b) As used herein, “Amendment Documents”
means this Amendment, the Notes to be delivered hereunder and
the Credit Agreement (as amended by this Amendment).
(c) Each reference to “this Agreement”,
“hereof”, “hereunder”,
“herein” and “hereby” and each
other similar reference contained in the Credit Agreement, and
each reference to “the Credit Agreement” and
each other similar reference in the other Loan Documents, shall
from and after the Effective Date (as defined in
Section 2) refer to the Credit Agreement as
amended hereby.
(d) The rules of interpretation set forth in
Section 1.02 of the Credit Agreement shall be
applicable to this Amendment.
2. Amendments to Credit
Agreement. Subject to the terms and
conditions hereof, the Credit Agreement is amended as follows,
effective as of the date of satisfaction of the conditions set
forth in Section 4 (the “Effective Date”):
(a) Amendments to Article I of the Credit
Agreement.
(1) The term “Notes” defined in
Section 1.01 of the Credit Agreement shall include
from and after the Effective Date the Notes delivered under this
Amendment.
(2) The definition of “Applicable Rate” in
Section 1.01 of the Credit Agreement is amended in
its entirety to provide as follows:
“Applicable Rate” means the following
percentages per annum, based upon the Consolidated Leverage
Ratio as set forth in the most recent Compliance Certificate
received by the Administrative Agent pursuant to
Section 6.02(a):
| Applicable Rate | |||||||||||||
|
Pricing |
Commitment |
Eurodollar |
|||||||||||
| Level | Consolidated Leverage Ratio | Fee | Rate + | ||||||||||
| 1 | ≤1.00:1.00 | 0.04 | % | 0.20% | |||||||||
| 2 | >1.00:1.00 but ≤1.50:1.00 | 0.05 | % | 0.25% | |||||||||
| 3 | >1.50:1.00 but ≤2.00:1.00 | 0.06 | % | 0.30% | |||||||||
| 4 | >2.00:1.00 but ≤2.50:1.00 | 0.08 | % | 0.40% | |||||||||
| 5 | >2.50:100 | 0.10 | % | 0.50% | |||||||||
Any increase or decrease in the Applicable Rate resulting from a
change in the Consolidated Leverage Ratio shall become effective
as of the first Business Day immediately following the date a
Compliance Certificate is delivered pursuant to
Section 6.02(a); provided, however,
that if a Compliance Certificate is not delivered when due in
accordance with such Section, then Pricing Level 5 shall
apply as of the first Business Day after the date on which such
Compliance Certificate
1
was required to have been delivered, and shall continue to so
apply through the date on which such Compliance Certificate is
so delivered (and thereafter the Pricing Level otherwise
determined in accordance with this definition shall apply). The
Applicable Rate in effect from as of the Closing Date shall be
determined based upon Pricing Level 1.”
(3) The definition of “Maturity Date” in
Section 1.01 of the Credit Agreement is amended in
its entirety to provide as follows:
“Maturity Date” means the later of
(a) November 7, 2012 and (b) if maturity is
extended pursuant to Section 2.12, such extended
maturity date as determined pursuant to such Section;
provided, however, that, in each case, if such
date is not a Business Day, the Maturity Date shall be the next
preceding Business Day.”
(b) Amendment to Schedule 2.01 of the
Credit Agreement. Schedule 2.01
of the Credit Agreement is replaced in its entirety by
Schedule 2.01 of this Amendment.
(c) Amendments to Article II of the Credit
Agreement.
(1) Notwithstanding anything to the contrary in the Credit
Agreement, after the Effective Date the Borrower shall be
permitted only one additional extension request under
Section 2.12 of the Credit Agreement.
(2) After giving effect to the increases in the Aggregate
Commitments to $2,000,000,000 occurring on the Effective Date,
the Borrower may again utilize the increase option pursuant to
Section 2.13 of the Credit Agreement to request from
time to time an increase in the Aggregate Commitments by an
amount (for all such requests after the Effective Date) not
exceeding $1,000,000,000, in accordance with the terms and
conditions of said Section 2.13.
(d) Amendment to Article VII of the Credit
Agreement. Section 7.06 of the
Credit Agreement is amended in its entirety to provide as
follows:
“7.06 Financial Covenant. The Borrower shall not
permit its Consolidated Leverage Ratio, as determined as of the
end of any fiscal quarter of the Borrower, to be greater than
3:00 to 1:00.”
(e) Amendment to Exhibit C of the Credit
Agreement. Exhibit C of the
Credit Agreement is replaced in its entirety by
Annex I attached to this Amendment.
3. Representations and
Warranties. The Borrower hereby represents
and warrants to the Administrative Agent and the Lenders as
follows:
(a) No Default has occurred and is continuing (or would
result from the amendments of the Credit Agreement contemplated
hereby).
(b) The execution, delivery and performance by the Borrower
of the Amendment Documents have been duly authorized by all
necessary corporate and other action and do not and will not
require any registration with, consent or approval of, or notice
to or action by, any Person (including any Governmental
Authority) in order to be effective and enforceable.
(c) The Amendment Documents constitute the legal, valid and
binding obligations of the Borrower, enforceable against it in
accordance with their respective terms, subject to the effect of
applicable bankruptcy, insolvency, arrangement, moratorium and
other similar laws affecting creditors’ rights generally
and to the application of general principles of equity.
(d) All representations and warranties of the Borrower
contained in the Credit Agreement that are qualified by
materiality are true and correct and after giving effect
thereto, and that are not qualified by materiality are true and
correct in all material respects (except, in each case, to the
extent such representations and warranties specifically refer to
an earlier date, in which case they shall be true and correct as
of such earlier date, and except that (i) for purposes of
this Section 3(d) the representations and warranties
contained in subsections (a) and (b) of
Section 5.05 of the Credit Agreement shall be deemed
to refer to the most recent statements furnished pursuant to
clauses (a) and (b), respectively, of
Section 6.01 of the Credit Agreement, and
2
(ii) this Section 3(d) shall take into account
any amendments to the Schedules to the Credit Agreement and
other disclosures made in writing by the Borrower to the
Administrative Agent and the Lenders after the Closing Date and
approved by the Administrative Agent and the Required Lenders).
(e) The Borrower is entering into this Amendment on the
basis of its own investigation and for its own reasons, without
reliance upon the Administrative Agent and the Lenders or any
other Person.
4. Conditions of Effectiveness.
(a) The effectiveness of Section 2 of this
Amendment shall be subject to the satisfaction of each of the
following conditions precedent:
(1) The Administrative Agent shall have received from the
Borrower and each of the Lenders (i) a duly executed
original (or, if elected by the Administrative Agent, an
executed facsimile copy) of this Amendment ; and (ii) if
requested by any Lender, a Note (or replacement Note)
substantially in the form of Exhibit B to the Credit
Agreement.
(2) The Administrative Agent shall have received evidence
of payment by the Borrower of all fees, costs and expenses due
and payable as of the Effective Date hereunder and under the
Credit Agreement, including any fees arising under or referenced
in Section 5 of this Amendment and any costs and
expenses payable under Section 7(g) of this
Amendment (including the reasonable fees, charges and
disbursements of counsel for the Administrative Agent, to the
extent invoiced on or prior to the Effective Date).
(3) The Administrative Agent shall have received from the
Borrower, in form and substance satisfactory to the
Administrative Agent and the Lenders, a copy of resolutions
passed by the board of directors (or related committee thereof)
of the Borrower, certified as of the Effective Date by the
Secretary or an Assistant Secretary of such Person, authorizing
the execution, delivery and performance of the Amendment
Documents.
(4) The Administrative Agent shall have received a
favorable opinion of counsel to the Borrower, addressed to the
Agent and each Lender, with respect to this Amendment, in form
and substance satisfactory to the Agent.
(5) The Administrative Agent shall have received
documentation in form and substance reasonably satisfactory to
it evidencing the increase of the Aggregate Commitments to
$2,000,000,000, including Commitment Increase Agreements from
any existing Lenders increasing their Commitments, and New
Lender Agreements from any Eligible Assignees acceding to the
Credit Agreement.
(6) The Administrative Agent shall have received all other
documents it may reasonably request relating to any matters
relevant hereto, all in form and substance reasonably
satisfactory to the Administrative Agent.
(7) The representations and warranties in
Section 3 of this Amendment shall be true and
correct on and as of the Effective Date with the same effect as
if made on and as of the Effective Date.
(b) For purposes of determining compliance with the
conditions specified in Section 4(a), each Lender
that has signed this Amendment shall be deemed to have consented
to, approved or accepted or to be satisfied with, each document
or other matter required thereunder to be consented to or
approved by or acceptable or satisfactory to a Lender unless the
Administrative Agent shall have received notice from such Lender
prior to the Effective Date specifying its objection thereto.
(c) From and after the Effective Date, the Credit Agreement
is amended as set forth herein, and all outstanding Notes under
the Credit Agreement shall be superseded and replaced by the
Notes delivered under this Amendment. All such previously
outstanding Notes will be deemed cancelled upon the occurrence
of the Effective Date. Except as expressly amended pursuant
hereto, the Credit Agreement shall remain unchanged and in full
force and effect and is hereby ratified and confirmed in all
respects.
(d) The Administrative Agent will notify the Borrower and
the Lenders of the occurrence of the Effective Date.
5. Fees. The Borrower shall
pay to the Administrative Agent for the account of each of the
Lenders or Eligible Assignees participating in the increase in
the Aggregate Commitments the fees set forth in (i) that
certain
3
letter agreement dated as of July 20, 2007, by and among
the Borrower, BAS and the Administrative Agent (the “BAS
Amendment Fee Letter”) and (ii) that certain
letter agreement dated as of July 24, 2007, by and between
the Borrower and Xxxxx Fargo Bank, N.A. (the “Xxxxx
Fargo Amendment Fee Letter”). Such fees shall be due
and payable by the Borrower on the date set forth in such letter
agreement.
6. Certain Transitional Matters.
(a) The increases in the Aggregate Commitments to
$2,000,000,000 under Section 2.13 of the Credit
Agreement shall be deemed effective as of the Effective Date.
(b) On the Effective Date, the Lenders party to the Credit
Agreement, as amended and restated hereby, shall be the Lenders
listed on the signature pages hereof and any Eligible Assignees
acceding to the Credit Agreement and shall have the respective
Commitments in the amounts set forth in
Schedule 2.01 attached hereto. Without limiting the
generality of the foregoing, on the Effective Date, any Lenders
party to the Credit Agreement not listed on the signature pages
hereof shall cease to be parties to the Credit Agreement, and
each Eligible Assignee party to a New Lender Agreement not
previously party to the Credit Agreement shall be and become a
party to the Credit Agreement as provided in its New Lender
Agreement with a Commitment in the amount set forth therein.
(c) If any Loans shall be outstanding on the Effective
Date, the Borrower shall be deemed to have submitted a notice of
Borrowing to any Eligible Assignees acceding to the Credit
Agreement in the appropriate aggregate amount to ensure that
such Loans are outstanding to the existing Lenders and acceding
Lenders as of the Effective Date in accordance with their
Applicable Percentages as reflected in Schedule 2.01
attached hereto.
(d) On the Effective Date, the amount of Loans (if any)
then outstanding and held by each existing Lender shall be
adjusted to reflect the changes in such Lenders’ Applicable
Percentages of the Loans, subject to Section 3.05 of
the Credit Agreement. Each such Lender having any Loans then
outstanding and whose Applicable Percentage in respect of Loans
has been decreased on the Effective Date as a result of the
increase in the Aggregate Commitments occurring under
Section 2.13 of the Credit Agreement on the
Effective Date shall be deemed to have assigned on the Effective
Date, without recourse, to each Lender increasing its Commitment
and Eligible Assignees acceding to the Credit Agreement on the
Effective Date such portion of such Loans as shall be necessary
to effectuate such adjustment. Each such increasing Lender or
acceding Lender on the Effective Date shall (i) be deemed
to have assumed such portion of such Loans and (ii) fund on
the Effective Date such assumed amounts to the Administrative
Agent for the account of the assigning Lender in the amount
notified to such increasing Lender by the Administrative Agent.
(e) On the Effective Date any Eligible Assignees acceding
to the Credit Agreement as a result of the increases in the
Aggregate Commitments to $2,000,000,000 under
Section 2.13 of the Credit Agreement shall fund to
the Borrower their respective Loans, if any, as requested by the
Borrower from them prior to the Effective Date.
7. Miscellaneous.
(a) The Borrower acknowledges and agrees that the execution
and delivery by the Administrative Agent and the Lenders of this
Amendment shall not be deemed to create a course of dealing or
an obligation to execute similar waivers or amendments under the
same or similar circumstances in the future.
(b) This Amendment shall be binding upon and inure to the
benefit of the parties hereto and their respective successors
and assigns permitted by the Credit Agreement.
(c) THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.
(d) This Amendment may be executed in counterparts (and by
different parties hereto in different counterparts), each of
which shall constitute an original, but all of which when taken
together shall constitute a single contract. This Amendment and
the other Amendment Documents constitute the entire contract
among the parties relating to the subject matter hereof and
supersede any and all previous agreements and understandings,
oral or written, relating to the subject matter hereof. Except
as provided in Section 4, this Amendment shall
become effective when it shall have been executed by the
Administrative Agent and when the Administrative Agent shall
have received counterparts hereof that, when taken together,
bear the signatures of each of the other parties hereto.
4
Delivery of an executed counterpart of a signature page of this
Amendment by facsimile shall be effective as delivery of a
manually executed counterpart of this Amendment.
(e) This Amendment may not be amended except in accordance
with the provisions of Section 10.01 of the Credit
Agreement.
(f) If any provision of this Amendment or the other
Amendment Documents is held to be illegal, invalid or
unenforceable, (i) the legality, validity and
enforceability of the remaining provisions of this Amendment and
the other Amendment Documents and Loan Documents shall not be
affected or impaired thereby and (ii) the parties shall
endeavor in good faith negotiations to replace the illegal,
invalid or unenforceable provisions with valid provisions the
economic effect of which comes as close as possible to that of
the illegal, invalid or unenforceable provisions. The invalidity
of a provision in a particular jurisdiction shall not invalidate
or render unenforceable such provision in any other jurisdiction.
(g) The Borrower agrees to pay or reimburse all reasonable
out-of-pocket expenses incurred by the Administrative Agent and
its Affiliates (including the reasonable fees, charges and
disbursements of counsel for the Administrative Agent), in
connection with the preparation, negotiation, execution,
delivery and administration of this Amendment and the other
Amendment Documents or any amendments, modifications or waivers
of the provisions hereof or thereof (whether or not the
transactions contemplated hereby or thereby shall be
consummated).
(h) This Amendment, the BAS Amendment Fee Letter, the Xxxxx
Fargo Amendment Fee Letter and the Notes, and any new lender
agreements or commitment increase agreements executed pursuant
to this Amendment shall constitute Loan Documents.
[signature pages follow]
5
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed as of the date first above written.
| By: |
/s/ Xxxxxxxx
Xxxxx
|
Name: Xxxxxxxx Xxxxx
| Title: | Vice President, Treasury & Treasurer |
S-1
BANK OF AMERICA, N.A., as Administrative Agent
| By: |
/s/ Xxxx
X. Xxxxx
|
Name: Xxxx X. Xxxxx
| Title: | Vice President |
S-2
BANK OF AMERICA, N.A., as a Lender
| By: |
/s/ Xxxxxx
X. Xxxxxx
|
Name: Xxxxxx X. Xxxxxx
| Title: | Senior Vice President |
S-3
JPMORGAN CHASE BANK, N.A., as a Lender
| By: |
/s/ Xxxxxxx
X. Xxxxxxxx
|
Name: Xxxxxxx X. Xxxxxxxx
| Title: | Vice President |
S-4
XXXXX FARGO BANK, N.A., as a Lender
| By: |
/s/ Xxxx
Xxxxxxx
|
Name: Xxxx Xxxxxxx
| Title: Vice President |
X-0
XXXXXXX XXXXXX COMMITMENT
CORPORATION (Recourse only to assets of
Xxxxxxx Street Corporation), as a Lender
CORPORATION (Recourse only to assets of
Xxxxxxx Street Corporation), as a Lender
| By: |
/s/ Xxxx
Xxxxxx
|
Name: Xxxx Xxxxxx
| Title: | Assistant Vice President |
S-6
XXXXXX XXXXXXX BANK, as a Lender
| By: |
/s/ Xxxxxxxxx
Xxxxxxxxx
|
Name: Xxxxxxxxx Xxxxxxxxx
| Title: | Authorized Signatory |
S-7
HSBC BANK USA, NATIONAL ASSOCIATION, as a Lender
| By: |
/s/ Xxxxx
Xxxxx
|
Name: Xxxxx Xxxxx
| Title: | Vice President |
S-8
CITIBANK N.A., as a Lender
| By: |
/s/ Xxxxx
Xxxx
|
Name: Xxxxx Xxxx
| Title: | Director |
S-9
CREDIT SUISSE, CAYMAN ISLANDS BRANCH, as a Lender
| By: |
/s/ Xxx
Xxxxx
|
Name: Xxx Xxxxx
| Title: | Director |
| By: |
/s/ Xxxxx
Xxxxxx
|
Name: Xxxxx Xxxxxx
| Title: | Assistant Vice President |
S-10
DEUTSCHE BANK AG NEW YORK BRANCH, as a Lender
| By: |
/s/ Xxxxxx
Xxxxxxx
|
Name: Xxxxxx Xxxxxxx
| Title: | Director |
| By: |
/s/ Xxxxxx
Xxxxxxxxx
|
Name: Xxxxxx Xxxxxxxxx
| Title: | Vice President |
S-11
XXXXXX BROTHERS COMMERCIAL BANK, as a Lender
| By: |
/s/ Xxxxx
XxXxxx
|
Name: Xxxxx XxXxxx
| Title: | Authorized Signatory |
X-00
XXX XXXXX XXXX XX XXXXXXXX PLC, as a Lender
| By: |
/s/ Xxxxxxx
Xxxxxxxxxx
|
Name: Xxxxxxx Xxxxxxxxxx
| Title: | Managing Director |
S-13
ANNEX I
EXHIBIT C
FORM OF
COMPLIANCE CERTIFICATE
Financial
Statement
Date: ,
To: Bank of America, N.A., as Administrative Agent
Ladies and
Gentlemen:
Reference is made to that certain Credit Agreement, dated as of
November 7, 2006, as amended (as amended, restated,
extended, supplemented or otherwise modified in writing from
time to time, the “Agreement;” the terms
defined therein being used herein as therein defined), among
eBay Inc., a Delaware corporation (the
“Borrower”), the Lenders from time to time
party thereto, and Bank of America, N.A., as Administrative
Agent.
The undersigned Responsible Officer hereby certifies as of the
date hereof that
he/she is
the
of the Borrower, and that, as such,
he/she is
authorized to execute and deliver this Certificate to the
Administrative Agent on the behalf of the Borrower, and that:
[Use following paragraph 1 for fiscal year-end
financial statements]
1. The Borrower has delivered the year-end audited
financial statements required by Section 6.01(a) of
the Agreement for the fiscal year of the Borrower ended as of
the above date, together with the report and opinion of an
independent certified public accountant required by such section.
[Use following paragraph 1 for fiscal quarter-end
financial statements]
1. The Borrower has delivered the unaudited financial
statements required by Section 6.01(b) of the
Agreement for the fiscal quarter of the Borrower ended as of the
above date. Such financial statements fairly present in all
material respects the financial condition, results of operations
and cash flows of the Borrower and its Subsidiaries in
accordance with GAAP as at such date and for such period,
subject only to normal year-end audit adjustments and the
absence of footnotes.
2. To the best knowledge of the undersigned:
[select
one:]
[during such fiscal period, the Borrower performed and
observed each covenant and condition of the Loan Documents
applicable to it, and no Default has occurred and is
continuing.]
—
or —
[during such fiscal period, the following covenants or
conditions have not been performed or observed and the following
is a list of each such Default and its nature and status:]
3. Except as described on an attachment hereto, the
representations and warranties of the Borrower contained in
Article V of the Agreement (other than the
representation and warranty contained in
Section 5.05(c)) and any representations and
warranties of the Borrower that are contained in any other Loan
Document that are qualified by materiality are true and correct
on and as of the date hereof, and that are not qualified by
materiality are true and correct in all material respects on and
as of the date hereof, except to the extent that such
representations and warranties specifically refer to an earlier
date, in which case they are true and correct as of such earlier
date, and except that for purposes of this Compliance
Certificate, the representations and warranties contained in
subsections (a) and (b) of
Section 5.05 of the Agreement shall be deemed to
refer to the most recent statements furnished pursuant to
clauses (a) and (b), respectively, of
Section 6.01 of the Agreement, including the
statements in connection with which this Compliance Certificate
is delivered.
C-1
Form of Compliance Certificate
4. The financial covenant analyses and information set
forth on Schedules 1 and 2 attached hereto are
true and accurate on and as of the date of this Certificate.
IN WITNESS WHEREOF, the undersigned has executed this
Certificate as
of ,
.
| By: |
|
Name:
| Title: |
C-2
Form of Compliance Certificate
For the
Quarter/Year
ended (“Statement
Date”)
SCHEDULE 1
to the Compliance Certificate
($ in 000’s)
to the Compliance Certificate
($ in 000’s)
| I. | Section 7.06 — Consolidated Leverage Ratio. | |||||||
| A. | Consolidated Funded Indebtedness at Statement Date: | $ | ||||||
| B. | Consolidated EBITDA for four consecutive fiscal quarters ending on Statement Date (“Subject Period”): | |||||||
| 1. | Consolidated Net Income for Subject Period: | $ | ||||||
| 2. | Interest expense for Subject Period: | $ | ||||||
| 3. | Depreciation and amortization expense (including amortization of intangible amortization for Acquisitions for Subject Period: | $ | ||||||
| 4. | Income tax expense for Subject Period: | $ | ||||||
| 5. | Non-cash charges or expenses related to equity plans or stock option awards for Subject Period: | $ | ||||||
| 6. | Payroll taxes on exercise of stock options for Subject Period: | $ | ||||||
| 7. | Consolidated EBITDA (Lines I.B.1 + 2 + 3 + 4 + 5 + 6): | $ | ||||||
| C. | Consolidated Leverage Ratio as of Statement Date (Line I.A. ¸ Line I.B.7): | |||||||
| D. | Maximum permitted: | 3.00 to 1.00 | ||||||
| E. | Covenant Compliance? | YES / NO | ||||||
C-3
Form of Compliance Certificate
For the
Quarter/Year
ended (“Statement
Date”)
SCHEDULE 2
to the Compliance Certificate
($ in 000’s)
to the Compliance Certificate
($ in 000’s)
Consolidated
EBITDA
(in accordance with the definition of Consolidated EBITDA
as set forth in the Agreement)
(in accordance with the definition of Consolidated EBITDA
as set forth in the Agreement)
|
Twelve |
||||||||||||||||||||
|
Quarter |
Quarter |
Quarter |
Quarter |
Months |
||||||||||||||||
|
Consolidated EBITDA
|
Ended | Ended | Ended | Ended | Ended | |||||||||||||||
|
Consolidated Net Income
|
||||||||||||||||||||
|
+ interest expense
|
||||||||||||||||||||
|
+ depreciation and amortization
expense
|
||||||||||||||||||||
|
+ income tax expense
|
||||||||||||||||||||
|
+ non-cash charges or expenses
relating to equity plans or stock option awards
|
||||||||||||||||||||
|
+ payroll taxes on exercise of
stock options
|
||||||||||||||||||||
|
= Consolidated EBITDA
|
||||||||||||||||||||
C-4
