Definition of EBITDA.
The definition of “EBITDA” appearing in Schedule B of the Existing Note Purchase Agreement is hereby amended and restated to read as follows: ““EBITDA” for any period means Consolidated Net Income for such period plus all amounts deducted in the computation thereof on account of (a) Consolidated Interest Expense, (b) depreciation and amortization expenses and other non-cash charges (included but not limited to expensing of stock options, fixed asset write-offs and impairments of goodwill), (c) income and profits taxes, and (d) cash restructuring expenses; provided, however, (i) for the period of four consecutive fiscal quarters ending (A) on August 1, 2009, the aggregate amount of cash restructuring expenses that may be added to determine EBITDA shall not exceed $8,967,000, (B) on October 31, 2009, the aggregate amount of cash restructuring expenses that may be added to determine EBITDA shall not exceed $8,515,000, (C) on January 30, 2010, the aggregate amount of cash restructuring expenses that may be added to determine EBITDA shall not exceed $7,337,000, and (D) on May 1, 2010 and on the last day of each fiscal quarter ended thereafter, the aggregate amount of cash restructuring expenses that may be added to determine EBITDA shall not exceed $5,000,000 and (ii) $848,000 of cash restructuring expenses incurred in the period of four consecutive fiscal quarters ended May 2, 2009 but not permitted to be added to determine EBITDA for such period due to the restrictions of such definition in effect at such time shall be included in the determination of EBITDA for the fiscal quarter ended August 1, 2009. Notwithstanding the foregoing, for purposes of Section 6.1 only, the aggregate amount of cash restructuring expenses that may be added to determine EBITDA pursuant to clause (d) above shall not exceed $5,000,000 for any period of four consecutive fiscal quarters.”
