___.
C-2
For the Quarter/Year ended ___________________("Statement Date")
SCHEDULE 2
to the Compliance Certificate
($ in 000's)
I.
Section 7.11(a) - Consolidated Leverage Ratio.
A.
Consolidated EBITDA for four consecutive fiscal quarters ending on
above date ("Subject Period"):
1.
Consolidated Net Income for Subject Period:
$
2.
Consolidated Interest Charges for Subject Period:
$
3.
Provision for income taxes for Subject Period:
$
4.
Depreciation expenses for Subject Period:
$
5.
Amortization expenses for intangibles for Subject Period:
$
6.
Non-cash charges from asset sales (other than sales of inventory
in the ordinary course of business), asset impairments (including intangible
asset impairments) severance, and stock compensation for Subject Period:
$
7.
To the extent increasing Consolidated Net Income, non-cash gains
from asset sales (other than sales of inventory in the ordinary course of
business) for Subject Period, and cash payments made in such period on account
of non-cash charges expensed in a prior period:
$
8.
Consolidated EBITDA (Lines I.A.1 + 2 + 3 + 4 + 5 + 6 - 7):
$
B.
Consolidated Funded Indebtedness at Statement
Date:
$
C.
Consolidated Leverage Ratio (Line I.B ̧
Line I.A.8):
____to 1.00
Maximum permitted: 2.50:1.00
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II.
Section 7.11(b) - Minimum Fixed Charge Coverage
Ratio.
A.
Consolidated EBITDA:
$
B.
Capital Expenditures:
$
C.
Consolidated Interest
Charges:
$
D.
Income taxes actually paid during
Subject Period:
$
E.
Scheduled principal and
interest payments for Indebtedness for such Subject Period:
$
F.
Minimum Consolidated Fixed Charge Ratio:
$
((Line II.A. - II.B.) ̧ (II.C. + II.D. + II.E.):
____to 1.00
Minimum permitted: 2.50:1.00
C-4
EXHIBIT D
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] Assignor identified in item 1 below ([the][each, an] "Assignor") and
[the][each] 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] hereunder are several and not joint.] 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