to the extent actually made
$
______
5.
Incomes taxes actually paid in cash
6.
Capital
Expenditures actually made
$ ______
7.
Increase in Adjusted
Consolidated Working Capital
$ ______
8.
Excess Cash Flow (Line
II.B.1 + 2 - 3 - 4 - 5 - 6 - 7)
$ ______
C.
Aggregate principal
amount of Term Loans prepaid pursuant to Section 2.05(a)
$ ______
Mandatory Prepayment (Line II.A x Line II.B.7 - Line II.C):
$ ______
III
Section 7.12 - Capital Expenditures.
A.
Capital Expenditures made
during Fiscal Year to date:
$ ______
B.
Capital Expenditures that
could have been made pursuant to Section 7.12 during prior Fiscal Year but which
were not made:
$ ______
C.
Maximum permitted Capital Expenditures
($45 million + Line III.B):
$ ______
D - 6
Form of Compliance Certificate
EXHIBIT E-1
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]2 Assignor identified in item 1 below ([the][each, an] "Assignor")
and [the][each]3 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]4 hereunder are several and not joint.]5
Capitalized terms used but not defined herein shall have the meanings given to
them in the Credit Agreement identified below (the "Credit Agreement"), receipt
of a copy of which is hereby acknowledged by the 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 to the extent
related to the amount and percentage interest identified below of all of such
outstanding rights and obligations of [the Assignor][the respective Assignors]
under the respective facilities identified below 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 capacity as a Lender)][the
respective Assignors (in their respective capacities as Lenders)] against any
Person, whether known or unknown, arising under or in connection with the Credit
Agreement, any other documents or instruments delivered pursuant thereto or the
loan transactions governed thereby or in any way based on or related to any of
the foregoing, including, but not limited to, contract claims, tort claims,
malpractice claims, statutory claims and all other claims at