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Restricted Subsidiaries, during the four-quarter reference period or subsequent to such reference period and on
or prior to the Calculation Date or that are to be made on the Calculation Date, will be given
pro forma
effect
(including Pro Forma Cost Savings) as if they had occurred on the first day of the four-quarter reference period;
(2)
the Consolidated Cash Flow attributable to discontinued operations, as determined in accordance with IFRS,
and operations or businesses (and ownership interests therein) disposed of prior to the Calculation Date, will be
excluded;
(3)
the Fixed Charges attributable to discontinued operations, as determined in accordance with IFRS, and
operations or businesses (and ownership interests therein) disposed of prior to the Calculation Date, will be
excluded, but only to the extent that the obligations giving rise to such Fixed Charges will not be obligations of
the specified Person or any of its Restricted Subsidiaries following the Calculation Date;
(4)
any Person that is a Restricted Subsidiary on the Calculation Date will be deemed to have been a Restricted
Subsidiary at all times during such four-quarter period;
(5)
any Person that is not a Restricted Subsidiary on the Calculation Date will be deemed not to have been a
Restricted Subsidiary at any time during such four-quarter period; and
(6)
if any Indebtedness bears a floating rate of interest, the interest expense on such Indebtedness will be calculated
as if the rate in effect on the Calculation Date had been the applicable rate for the entire period (taking into
account any Hedging Obligation applicable to such Indebtedness if such Hedging Obligation has a remaining
term as at the Calculation Date in excess of 12 months, or, if shorter, at least equal to the remaining term of such
Indebtedness).
"
Fixed Charges
" means, with respect to any specified Person for any period, the sum, without duplication, of:
(1)
the consolidated interest expense (net of interest income) of such Person and its Restricted Subsidiaries for
such period, whether paid or accrued (excluding any interest attributable to Dollar-Denominated Production
Payments but including, without limitation, amortization of discount (but not debt issuance costs,
commissions, fees and expenses), non-cash interest payments (but excluding any non-cash interest expense
attributable to the movement in the mark to market valuation of Hedging Obligations or other derivative
instruments), the interest component of any deferred payment obligations, the interest component of all
payments associated with Capital Lease Obligations, commissions, discounts and other fees and charges
incurred in respect of letter of credit or bankers' acceptance financings), and net of the effect of all payments
made or received pursuant to Hedging Obligations (excluding amortization of fees) in respect of interest rates;
plus
(2)
the consolidated interest expense of such Person and its Restricted Subsidiaries that was capitalized during
such period;
plus
(3)
any interest on Indebtedness of another Person that is guaranteed by such Person or one of its Restricted
Subsidiaries or secured by a Lien on assets of such Person or one of its Restricted Subsidiaries, to the extent
paid in cash by such Person or any of its Restricted Subsidiaries;
plus
(4)
the product of (a) all dividends, whether paid or accrued and whether or not in cash, on any series of preferred
stock of such Person or any of its Restricted Subsidiaries, other than dividends on Equity Interests payable
solely in Equity Interests of the Person (other than Disqualified Stock) to the Person or a Restricted Subsidiary
of the Person,
times
(b) a fraction, the numerator of which is one and the denominator of which is one minus
the then current combined national, state and local statutory tax rate of such Person, expressed as a decimal;
minus
,
(5)
to the extent included above, write-off deferred financing costs (and interest) attributable to Dollar-
Denominated Production Payments.
"
Guarantee
" means a guarantee other than by endorsement of negotiable instruments for collection in the ordinary
course of business, direct or indirect, in any manner including, without limitation, by way of a pledge of assets or
through letters of credit or reimbursement agreements in respect thereof, of all or any part of any Indebtedness (whether
arising by virtue of partnership arrangements, or by agreements to keep-well, to maintain financial statement conditions
or otherwise), or entered into for purposes of assuring in any other manner the obligee of such Indebtedness of the
payment thereof or to protect such obligee against loss in respect thereof (in whole or in part);
provided, however
that the
term "Guarantee" will not include the endorsements for collection or deposit in the ordinary course of business or any
obligation to the extent it is payable only in Capital Stock of the guarantor that is not Disqualified Stock. The term
"Guarantee" used as a verb has a corresponding meaning.
"
Guarantors
" means
(1)
the Initial Guarantors and the Post-Closing Guarantors; and
