(1) Provided that (A) such fees, costs and expenses are incurred within twelve
(12) months of the occurrence of such applicable triggering event and (B) the
aggregate amount of such fees, costs and expenses added back shall not to exceed
the greater of (1) 15% of Consolidated EBITDA for the applicable period of four
fiscal quarters (prior to giving effect to such adjustments) and
(2) $100,000,000 during any such applicable period of four fiscal quarters.
The following, without duplication, to the extent included in determining such
Consolidated Net Income:
(x)
interest income
$
(xi)
all non-recurring non-cash items increasing Consolidated Net Income
$
(xii)
Consolidated EBITDA
[(b)(i) + (b)(ii) + (b)(iii) + (b)(iv) + (b)(v) + (b)(vi) + (b)(vii) +
(b)(viii) + (b)(ix) - (b)(x) - (b)(xi)]
$
(c)
Consolidated Leverage Ratio
[(a)(ix) / (b)(xii)]
:1.0
Compliance with Section 7.10(a) of the Credit Agreement:
Y o
N o
2.
Consolidated Interest Coverage Ratio
(a)
Consolidated EBITDA for the period of four (4) consecutive fiscal quarters
ending on or immediately prior to such date [1.(b)(xii) above]
$
(b)
Consolidated Interest Expense for the period of four (4) consecutive fiscal
quarters ending on or immediately prior to such date
$
(c)
Consolidated Interest Coverage Ratio
[(a) / (b)]
:1.0
Compliance with Section 7.10(b) of the Credit Agreement:
Y o
N o
Schedule 2
Management's Discussion and Analysis
EXHIBIT G
FORM OF ASSIGNMENT AND ASSUMPTION
This Assignment and Assumption (the "Assignment and Assumption") is dated as of
the Effective Date set forth below and is entered into by and between [INSERT
NAME OF ASSIGNOR] (the "Assignor") and [the] [each](1) Assignee identified on
the Schedules hereto as "Assignee" or as "Assignees" (collectively, the
"Assignees" and each, an "Assignee"). [It is understood and agreed that the
rights and obligations of the Assignees(2) hereunder are several and not
joint.](3) Capitalized terms used but not defined herein shall have the meanings
given to them in the Credit Agreement identified below (as amended, restated,
supplemented or otherwise modified, 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 Assignor hereby irrevocably sells and assigns
to the [Assignee] [respective Assignees], and [the] [each] Assignee hereby
irrevocably purchases and assumes from the Assignor, 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 rights and obligations in its capacity as a Lender
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 under the respective facilities identified below (including without