gains attributable to Agway Subsidiaries and Inactive
Subsidiaries
= Consolidated EBITDA
+ Adjustments for Pro Forma Event(s)
= Consolidated EBITDA (after adjustment for Pro Forma Event(s))
Consolidated EBITDA of the Parent
(in accordance with the definition of Consolidated EBITDA
as set forth in the Agreement)
Consolidated
EBITDA of the Parent
Quarter
Ended
Quarter
Ended
Quarter
Ended
Quarter
Ended on the
Statement
Date
Four Quarters
Ended on the
Statement
Date
ConsolidatedNet Income
+ Consolidated Interest Charges
+ income taxes
6
To include calculations reflecting reconciliation of financing leases under
GAAP.
Exhibit E - Page 1
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+ depreciation expense
+ amortization expense
+ non-cash losses, expenses and charges
+ make whole or premium paid
+ other unusual charges approved by the Administrative Agent
+ charges, fees or expenses (other than depreciation or amortization expenses)
directly incurred in connection with any acquisition permitted by the Credit
Agreement
+ Material Project EBITDA Adjustments
- non-cash gains and other non-cash non-recurring gains
- income and non-cash gains attributable to Agway Subsidiaries and Inactive
Subsidiaries
= Consolidated EBITDA
+ Adjustments for Pro Forma Event(s)
= Consolidated EBITDA (after adjustment for Pro Forma Event(s))
Exhibit E - Page 2
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EXHIBIT E
ASSIGNMENT AND ASSUMPTION
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]7 Assignor identified in item 1 below ([the][each, an] "Assignor")
and [the][each]8 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]9 hereunder are several and not joint.]10
Capitalized terms used but not defined herein shall have the meanings given to
them in the Third Amended and Restated Credit Agreement identified below (as
amended, the "Credit Agreement"), receipt of a copy of which is hereby
acknowledged by [the][each] 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 in the amount[s]
and equal to the percentage interest[s] identified below of all the outstanding
rights and obligations under the respective facilities identified below
(including, without limitation, the Letters of Credit and the Swing Line Loans
included in such facilities11) 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