Funded Debt:
$
B.
EBITDA
1.
Total EBITDA:
$
C.
Ratio (Line III.A.4 ÷ Line III.B.1):
to 1.0
Maximum Required: less than 2.0 to 1.0
IV. Schedule 6.12(c) - Basic Fixed Charge Coverage Ratio.
A.
EBITDA
1.
Total EBITDA:
$
2.
less capital expenditures (other than up to $12,500,000 of capital
expenditures incurred during the Borrower's fiscal year ending 1/31/08)
$
3.
less cash income taxes
$
4.
less dividends and distributions
$
5.
less stock repurchases
$
6.
Total Net Cash Flow:
$
B.
Fixed Charges
1.
interest
expense;
$
2.
plus current portion of
long-term liabilities:
$
3.
plus current
portion of capitalized lease obligations:
$
4.
Total Fixed Charges:
$
C.
Ratio ((Line IV.A.6 ÷ Line IV.B.4):
to 1.0
Minimum Required: 1.35 to 1.0
C -4
Form of Compliance Certificate
EXHIBIT E
FORM
OF
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 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 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 any way based on or related to any of the foregoing, including, but not
limited to, contract claims, tort claims,