Excess Cash Flow
(in accordance with the definition of Excess Cash Flow
as set forth in the Agreement)
Excess Cash Flow
Twelve
Months Ended
Consolidated EBITDA
+ decreases in Consolidated Working Capital
+ all cash income or gain to the extent excluded from Consolidated Net Income in
the calculation thereof or subtracted from Consolidated Net Income in the
calculation of Consolidated EBITDA
- Consolidated Cash Interest Charges
- scheduled principal payments actually paid with Internally Generated Cash
- income taxes actually paid in cash
- Capital Expenditures actually made in cash
- voluntary prepayments of Term Loans made pursuant to Section 2.05(a) and
voluntary prepayments of Revolving Credit Loans pursuant to Section 2.05(a) to
the extent accompanied by a permanent reduction of the Revolving Credit Facility
in an equal amount pursuant to Section 2.06(a), together with any related
premium, penalty, transaction fees and expenses
- increase in Consolidated Working Capital
- cash expenses or charges that were excluded from Consolidated Net Income in
the calculation thereof or added to Consolidated Net Income in the calculation
of Consolidated EBITDA
= Excess Cash Flow
D - 6
Form of Compliance Certificate
EXHIBIT E-1
ASSIGNMENT AND ASSUMPTION3
This Assignment and Assumption (this "Assignment and Assumption") is dated as of
the Effective Date set forth below and is entered into by and between
[the][each]4 Assignor identified in item 1 below ([the][each, an] "Assignor")
and [the][each]5 Assignee identified in item 2 below ([the][each, an]
"Assignee"). [It is understood and agreed that the rights and obligations of
[the Assignors][the Assignees]6 hereunder are several and not joint.]7
Capitalized terms used but not defined herein shall have the meanings given to
them in the Credit Agreement identified below (the "Credit Agreement"), receipt
of a copy of which is hereby acknowledged by the Assignee. The Standard Terms
and Conditions set forth in Annex 1 attached hereto are hereby agreed to and
incorporated herein by reference and made a part of this Assignment and
Assumption as if set forth herein in full.
For an agreed consideration, [the][each] Assignor hereby irrevocably sells and
assigns to [the Assignee][the respective Assignees], and [the][each] Assignee
hereby irrevocably purchases and assumes from [the Assignor][the respective
Assignors], subject to and in accordance with the Standard Terms and Conditions
and the Credit Agreement, as of the Effective Date inserted by the
Administrative Agent as contemplated below (i) all of [the Assignor's][the
respective Assignors'] rights and obligations in [its capacity as a
Lender][their respective capacities as Lenders] under the Credit Agreement and
any other documents or instruments delivered pursuant thereto to the extent
related to the amount and percentage interest identified below of all of such
outstanding rights and obligations of [the Assignor][the respective Assignors]
under the respective facilities identified below (including, without limitation,
the Letters of Credit and the Swing Line Loans included in such facilities8) and
(ii) to the extent permitted to be assigned under applicable law, all claims,
suits, causes of action and any other right of [the Assignor (in its capacity as
a