+
Line II.B) ÷ (Line II.C + Line II.D + Line II.E + Line II.F):
to 1.0
Minimum required:
1.5:1.0
III. Section 7.11(c) - Minimum Global Cash. Balance of cash (as determined under
GAAP), cash equivalents (as determined under GAAP), and Cash Equivalents as of
Statement Date (on a consolidated basis):
$
Minimum required:
$60,000,000
SCHEDULE 1 TO EXHIBIT C - Page 2
For the Quarter/Year ended
("Statement Date")
SCHEDULE 2
to the Compliance Certificate
($ in 000's)
Consolidated EBITDA
(in accordance with the definition of Consolidated EBITDA
as set forth in the Agreement)
Consolidated EBITDA
Quarter
Ended
Quarter
Ended
Quarter
Ended
Quarter
Ended
Twelve
Months
Ended
Consolidated Net Income
+
Consolidated Interest Charges
+
income taxes
+
depreciation expense
+
amortization expense
+
Net Non-Cash Restructuring Charges (to the extent calculations of the
Net Non-Cash Restructuring Charges for Subject Period result in a positive
number)
+
unrealized, non-cash foreign exchange losses
+
non-cash goodwill impairment charges
+
adjustments for equity investments held by CMG@Ventures Entities or from
impairment charges on Investments
+
Non-cash stock compensation expenses
SCHEDULE 2 TO EXHIBIT C
-
income tax credits
-
unrealized, non-cash foreign exchange gains
-
adjustments for equity investments held by CMG@Ventures Entities or
from gains on Investments
=
Consolidated EBITDA
SCHEDULE 2 TO EXHIBIT C - Page 2
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] 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
Amended and Restated Credit Agreement identified below (the "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 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 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
facilities1) and (ii) to the extent