related tax effects
+ other non-cash charges or losses (or less gains or income) for which no cash
outlay (or cash receipt) is foreseeable
+ expenses and fees incurred to consummate the transactions contemplated by the
Loan Documents (including the Related
(4)
For purposes of calculating the Total Leverage Ratio and the Fixed Charge
Coverage Ratio, (i) EBITDA shall be deemed to be: $49,181,000 for the Fiscal
Quarter ending March 31, 2011, $55,543,000 for the Fiscal Quarter ending
June 30, 2011 and $52,856,000 for the Fiscal Quarter ending September 30, 2011
and (ii) EBITDA for the period from October 1, 2011 to the Closing Date shall be
determined in a manner consistent with clause (i) of the definition thereof.
D-5
Transactions) in an aggregate amount for all periods not exceeding $16,000,000
+ Restructuring Charges
+ losses (or less gains) from Asset Dispositions
= Consolidated EBITDA
D-6
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] 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 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 (including, without limitation,
the Letters of Credit and the Swing Line Loans included in such facilities) 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