S&U & Goodwill in LBO paying off Off-BS Debt

Hi all - 

Working on a deal where we assume all debt, and raise new debt to pay off debt-like items on the BS (with some wiggle room to reduce our equity as new debt > off-BS debt we're paying off).

My questions are:
1a) Is my S&U correct (version 1)?

1b) Is my S&U correct (alternative version, my boss likes to see it this way with revolver availability as source)?

2) How to calculate goodwill properly - am getting stuck with the debt-like item paydown?

EV - $80M
Term Assumed - 55
Off-BS Debt-Like - 5
RLOC Drawn - 10
Cash - 0.5  

Assume 1M in sponsor fees and 800K cash to B/S. Assume 11M of new debt to refinance the $5M. Assume 19M RLOC capacity.

Waterfall is 80 - 55 - 5 - 10 + 0.5 = 10.5M seller proceeds

1) S&USources
Term assumed 55
New Debt 11
RLOC Drawn 10
OldCo. Cash 0.5
GP Cash 4 (plug)Total Source 80.5

Uses
Seller Proceeds 10.5
Debt-Like Paydown 5
Term assumed 55
RLOC Drawn 10Total Uses 80.5

2) S&U v2Sources
Term Assumed 55
RLOC Available 19
New Debt 11
OldCo. Cash 0
GP Cash 4Total Sources 89

Uses
EV 80
Excess Availability 9Total Uses 89

3) Goodwill

Purchase Eq. Value = 10.5
Less; Book Equity = 5.09
Purch. Equity Value = 5.41

I end up bringing the 11 onto the BS, and because the 5 was off the BS, i get a difference of 5 (assets less than L&E).

Thank you in advance...