Adjusted EBITDA and Sr. Secured Leverage Ratio As defined in the term credit agreement Consolidated Senior Secured Leverage Ratio Q2 FY 11 Q3 FY 11 Q4 FY 11 Q1 FY 12 Q2 FY 12 $ Thousand Actual Actual Actual Actual Actual Consolidated Net Income (Loss) $26,079 $1,937 ($4,324) $58,584 $39,296 Plus (i) Consolidated Interest Charges $20,745 $42,066 $13,483 $13,047 $12,729 (ii) Provision for Federal, state, local and foreign income taxes payable $0 $0 $45,446 $0 $0 (iii) Depreciation and amortization expense $51,712 $51,220 $50,898 $50,105 $47,419 (iv) Fees, costs and expenses incurred on or prior to the Acquisition Closing Date in connection with the Acquisition and the financing thereof $0 $0 $0 $0 $0 (v) Any cash restructuring charges and integration costs in connection with the Acquisition, in an aggregate amount not to exceed $75,000,000 $0 $0 $0 $0 $0 (vi) Non-cash restructuring charges incurred in connection with the Transaction, all as approved by Arrangers $779 $687 $580 $483 $440 (vii) Other non-recurring expenses reducing such Consolidated Net Income which do not represent a cash item in such period or any future period (in each case of or by the Borrower and its Subsidiaries for such Measurement Period) $1,735 $136 $13,035 $0 $0 (viii) Any non-cash charges for stock compensation expense in compliance with FAS 123R and amortization of the fair value of unvested options under the Acquired Business’ employee stock option plan assumed by the Borrower $22,530 $20,969 $19,670 $21,819 $23,858 (ix) Legal fees and expenses relating to the Borrower’s indemnification obligations for the benefit of its former officers and directors in connection with its historical stock option litigation $0 $0 $0 $0 $0 Minus (i) Federal, state, local and foreign income tax credits $612 $10,300 $0 $3,207 $708 (ii) All non-cash items increasing Consolidated Net Income (in each case of or by the Borrower and its Subsidiaries for such Measurement Period) $1,992 $15,408 $1,024 $840 $326 Consolidated EBITDA $120,976 $91,307 $137,764 $139,991 $122,708 4 Quarter Trailing Consolidated EBITDA $463,371 $452,483 $464,266 $490,038 $491,770 Consolidated Senior Secured Debt $859,983 $847,031 $796,782 $726,325 $675,863 Consolidated Senior Secured Leverage Ratio (x) 1.86 1.87 1.72 1.48 1.37 Brocade Q2 FY 2012 Earnings 5/17/2012 © 2012 Brocade Communications Systems, Inc. Page 33 of 35 |