meaning specified in Section 8.01.
"Excess Cash Flow" means for any period an amount equal to:
(I)
CONSOLIDATED EBITDA FOR SUCH PERIOD; PLUS
(II)
ALL CASH EXTRAORDINARY OR NON-RECURRING GAINS AND CASH GAINS FROM
DISCONTINUED OPERATIONS, IF ANY, DURING SUCH PERIOD (WHETHER OR NOT ACCRUED IN
SUCH PERIOD) AND (WITHOUT DUPLICATION) CASH GAINS ATTRIBUTABLE TO ASSET
DISPOSITIONS OUT OF THE ORDINARY COURSE OF BUSINESS, IF ANY, OF HOLDINGS AND ITS
CONSOLIDATED SUBSIDIARIES DURING SUCH PERIOD IN EACH CASE TO THE EXTENT NOT
OTHERWISE INCLUDED IN CONSOLIDATED EBITDA FOR SUCH PERIOD AND NOT REQUIRED TO BE
UTILIZED IN CONNECTION WITH A REPAYMENT OR PREPAYMENT OF THE LOANS MADE OR TO BE
MADE PURSUANT TO SECTION 2.09(B)(III); PLUS
(III)
(X) THE DECREASE, IF ANY, IN CONSOLIDATED ADJUSTED WORKING
CAPITAL LESS (Y) THE DECREASE, IF ANY, IN THE PRINCIPAL AMOUNT OF REVOLVING
LOANS AND SWING LINE LOANS, IN EACH CASE FROM THE FIRST DAY TO THE LAST DAY OF
SUCH PERIOD; MINUS
(IV)
THE AMOUNT, IF ANY, WHICH, IN THE DETERMINATION OF CONSOLIDATED
EBITDA FOR SUCH PERIOD, HAS BEEN INCLUDED IN RESPECT OF INCOME OR CASH GAINS
FROM ASSET DISPOSITIONS OF HOLDINGS AND ITS CONSOLIDATED SUBSIDIARIES TO THE
EXTENT UTILIZED TO REPAY OR PREPAY LOANS PURSUANT TO SECTION 2.09(B)(III); MINUS
(V)
THE AGGREGATE AMOUNT (WITHOUT DUPLICATION AND IN EACH CASE EXCEPT
TO THE EXTENT PAID, DIRECTLY OR INDIRECTLY, WITH PROCEEDS OF ANY EQUITY ISSUANCE
OR DEBT ISSUANCE (OTHER THAN REVOLVING LOANS) OR WITH ANY AMOUNT REFERRED TO IN
CLAUSE (III)(I) OF THE DEFINITION OF "CONSOLIDATED EBITDA" BY ANY GROUP COMPANY)
OF (A) THE SUM OF (X) CASH PAYMENTS DURING SUCH PERIOD IN RESPECT OF
CONSOLIDATED CAPITAL EXPENDITURES ALLOWED UNDER SECTION 7.14 PLUS (Y) TO THE
EXTENT AMOUNTS PERMITTED TO BE PAID DURING SUCH PERIOD IN RESPECT OF
CONSOLIDATED CAPITAL EXPENDITURES ARE CARRIED FORWARD TO THE NEXT SUCCEEDING
PERIOD IN ACCORDANCE WITH SECTION 7.14(B), THE AGGREGATE AMOUNTS OF ALL CASH
PAYMENTS (NOT TO EXCEED SUCH PERMITTED CARRYFORWARD AMOUNT) IN RESPECT OF SUCH
CONSOLIDATED CAPITAL EXPENDITURES MADE DURING SUCH NEXT SUCCEEDING PERIOD
PURSUANT TO COMMITMENTS ENTERED INTO DURING SUCH PERIOD OR PRIOR TO THE DATE THE
EXCESS CASH FLOW CERTIFICATE IS REQUIRED TO BE DELIVERED FOR SUCH PERIOD
PURSUANT TO SECTION 6.02(F) (IT BEING UNDERSTOOD AND AGREED THAT ANY CASH
PAYMENTS IN RESPECT OF CONSOLIDATED CAPITAL
16
EXPENDITURES DEDUCTED FROM EXCESS CASH FLOW PURSUANT TO THIS CLAUSE (V)(A)(Y)
SHALL NOT THEREAFTER BE DEDUCTED PURSUANT TO CLAUSE (V)(A)(X) ABOVE IN THE
DETERMINATION OF EXCESS CASH FLOW FOR THE PERIOD DURING WHICH SUCH PAYMENTS WERE
ACTUALLY PAID), (B) CASH PAYMENTS DURING SUCH PERIOD IN RESPECT OF (X) PERMITTED
JOINT VENTURES ALLOWED UNDER SECTION 7.06(A)(XII) AND (Y) PERMITTED BUSINESS
ACQUISITIONS, (C) OPTIONAL PREPAYMENTS OF THE INDEBTEDNESS (OTHER THAN
SUBORDINATED INDEBTEDNESS) PROVIDED THAT (X) SUCH PREPAYMENTS ARE OTHERWISE
PERMITTED HEREUNDER AND (Y) IF SUCH INDEBTEDNESS CONSISTS OF A REVOLVING LINE OF
CREDIT, THE COMMITMENTS UNDER SUCH LINE OF CREDIT ARE PERMANENTLY REDUCED BY THE
AMOUNT OF SUCH PREPAYMENT DURING SUCH PERIOD, (D) TO THE EXTENT NOT INCLUDED IN