of the effective date of
any change in the Eurodollar Reserve Percentage.
"Eurodollar Rate Loan" means a Loan that bears interest at a rate based on the
Eurodollar Rate.
"Event of Default" has the meaning specified in Section 8.01.
"Excess Cash Flow" means, with respect to any Fiscal Year of the Borrower and
its Subsidiaries on a Consolidated basis, an amount equal to (a) Consolidated
EBITDA minus (b) without duplication,
(I)
THE AGGREGATE AMOUNT OF ALL CAPITAL EXPENDITURES MADE IN CASH BY
THE BORROWER AND ITS SUBSIDIARIES DURING SUCH PERIOD,
17
(II)
THE AGGREGATE AMOUNT OF ALL CONSOLIDATED CASH INTEREST EXPENSES
MADE BY THE BORROWER AND ITS SUBSIDIARIES DURING SUCH PERIOD,
(III)
THE AGGREGATE AMOUNT OF ALL TAXES, INCLUDING CASH PAYMENTS FOR
FEDERAL, STATE AND OTHER INCOME AND FRANCHISE TAX LIABILITIES PAID BY THE
BORROWER AND ITS SUBSIDIARIES DURING SUCH PERIOD,
(IV)
THE AGGREGATE AMOUNT OF ALL SCHEDULED PRINCIPAL PAYMENTS MADE BY
THE BORROWER AND ITS SUBSIDIARIES DURING SUCH PERIOD,
(V)
THE AGGREGATE AMOUNT OF ALL RESTRICTED PAYMENTS MADE IN CASH BY
THE BORROWER DURING SUCH PERIOD TO THE EXTENT THAT SUCH RESTRICTED PAYMENTS ARE
PERMITTED TO BE MADE UNDER SECTION 7.06,
(VI)
THE AGGREGATE AMOUNT OF ALL (A) VOLUNTARY PREPAYMENTS OF ANY
INDEBTEDNESS (OTHER THAN THE OBLIGATIONS) AND (B) MANDATORY PAYMENTS MADE
PURSUANT TO SECTION 2.05(B)(I), IN EACH CASE, MADE IN CASH BY THE BORROWER AND
ITS SUBSIDIARIES DURING SUCH PERIOD; PROVIDED, THAT (1) SUCH PREPAYMENTS WERE
NOT OTHERWISE PROHIBITED HEREUNDER AND (2) IN THE CASE OF CLAUSE (A), 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,
(VII)
NON-RECURRING CASH CHARGES TO THE EXTENT INCLUDED IN DETERMINING
CONSOLIDATED EBITDA,
(VIII)
MANAGEMENT FEES PERMITTED TO BE PAID PURSUANT TO SECTION 6.10;
(IX)
PROCEEDS RECEIVED BY OR ON BEHALF OF THE BORROWER AND ITS
SUBSIDIARIES FROM INSURANCE CLAIMS WITH RESPECT TO CASUALTY EVENTS, BUSINESS
INTERRUPTION OR PRODUCT RECALLS WHICH REIMBURSE PRIOR BUSINESS EXPENSES,
(X)
CASH EXPENSES OR CHARGES INCURRED IN CONNECTION WITH OR IN
CONTEMPLATION OF THE NU-GRO TRANSACTION OR, TO THE EXTENT PERMITTED HEREUNDER,
ANY INVESTMENT PERMITTED UNDER SECTION 7.05, ISSUANCE OF EQUITY INTERESTS OR
ISSUANCE OR INCURRENCE OF INDEBTEDNESS PERMITTED BY SECTION 7.02 (WHETHER OR NOT
CONSUMMATED),
(XI)
FEES AND EXPENSES (INCLUDING ANY APPLICABLE PREMIUM) IN
CONNECTION WITH THE EXCHANGE OF THE SENIOR SUBORDINATED NOTES FOR REGISTERED
NOTES WITH IDENTICAL TERMS AS CONTEMPLATED BY THE SENIOR SUBORDINATED NOTES
DOCUMENTS OR EXCHANGES, REDEMPTIONS OR REFINANCINGS PERMITTED BY THIS AGREEMENT,
(XII)
CASH INDEMNITY PAYMENTS RECEIVED PURSUANT TO INDEMNIFICATION
PROVISIONS IN ANY AGREEMENT IN CONNECTION WITH A PERMITTED ACQUISITION (OR IN
ANY SIMILAR AGREEMENT RELATED TO ANY OTHER ACQUISITION CONSUMMATED PRIOR TO THE
CLOSING DATE),
(XIII)
EXPENSES INCURRED IN CONNECTION WITH DEFERRED COMPENSATION
ARRANGEMENTS IN CONNECTION WITH THE NU-GRO TRANSACTION,
18
(XIV)
CASH FROM OPERATIONS USED TO CONSUMMATE A PERMITTED ACQUISITION,
(XV)
TO THE EXTENT ADDED TO CONSOLIDATED NET INCOME IN DETERMINING
CONSOLIDATED EBITDA, NET CASH PROCEEDS OF PERMITTED EQUITY ISSUANCES,
(XVI)