###### Definition

“Modified EBITDA” means, with respect to any for any period, the of such and its Restricted Subsidiaries for such period (without giving effect to the adjustments in clauses (1), (3) and (4) of such definition): (1) increased (without duplication) by: (a) income tax expense of such and such Restricted Subsidiaries paid or incurred during such period to the extent the same were deducted (and not added back) in computing ; plus (b) net interest expense of such and such Restricted Subsidiaries, excluding interest expense related to financing activities associated with a vehicle lease portfolio the Company refers to as Gold Key Lease); plus (c) depreciation and amortization expense for plant, property and equipment, amortization of intangibles and equipment on lease of such and such Restricted Subsidiaries for such period to the extent the same were deducted (and not added back) in computing , excluding depreciation and amortization expense for vehicles held for lease; plus (d) pension, other post-retirement benefit (OPEB) and other employee benefit costs (in each case other than current service costs) of such and such Restricted Subsidiaries to the extent the same were deducted (and not added back) in computing ; plus (e) restructuring expenses of such and such Restricted Subsidiaries to the extent the same were deducted (and not added back) in computing ; plus (f) other financial expense of such and such Restricted Subsidiaries; plus (g) other unusual and infrequent costs, charges and expenses of such and such Restricted Subsidiaries consistent in nature and scope with such ’s past practice or customary practice in such ’s industry; (2) decreased by (without duplication) by: (a) income tax benefits of such and such Restricted Subsidiaries; (b) any non-cash gains increasing of such and such Restricted Subsidiaries for such period, excluding any non-cash gains to the extent they represent the reversal of an accrual or reserve for a potential cash item that reduced Modified EBITDA in any prior period; and (c) restructuring income of such and such Restricted Subsidiaries.