for Subject Period:
$
3.
Provision for income taxes for Subject Period:
$
4.
Depreciation expenses for Subject Period:
$
5.
Amortization expenses for Subject Period:
$
6.
Non-recurring non-cash reductions for Subject Period:
$
7.
Non-recurring cash reductions incurred for Subject Period as a result of:
(a)
the Acquisition Transaction
$
(b)
the early termination of Borrower's Capital Trust II Indebtedness
$
(c)
termination of existing swap contracts (not to exceed $50,000,000.00, in the
aggregate)
$
= Total (Line 7(a) + 7(b) + 7(c))
$
8.
All other non-cash reductions for Subject Period:
$
9.
Income tax credits for Subject Period:
$
10.
Non-cash additions to Consolidated Net Income for Subject Period:
$
11.
Consolidated EBITDA (Lines II.A1 + 2 + 3 + 4 + 5 + 6 + 7 + 8 - 9 - 10):
$
B.
Consolidated Interest Charges for Subject Period:
$
C.
Consolidated Interest Coverage Ratio (Line II.A.11 ̧ Line II.B):
to 1.00
Minimum permitted:
2.50 to 1.00
C-1-4
EXHIBIT D-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](1) Assignor identified in item 1 below ([the][each, an] "Assignor")
and [the][each](2) 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](3) hereunder are several and not joint.](4)
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 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