$300,000:
$ __________
C. Consolidated EBITDA for Subject Period:
$ __________
D. Consolidated Total Net Leverage Ratio ((Line II.A - Line II.B) ÷ Line II.C):
_____ -to- 1
Maximum permitted:
3.753 -to- 1.0
3
The maximum Consolidated Total Net Leverage Ratio may be increased to 4.25 to
1.00 in connection with a Qualified Acquisition on the terms and conditions set
forth in Section 7.08(a) of the Agreement.
Form of Compliance Certificate
D - 5
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 Expense
+ income taxes
+ depreciation expense
+ amortization expense
+ non-cash charges against goodwill
+ non-cash loss in connection with the recognition or re-measurement of any
earnout payment liability
+ non-cash losses associated with foreign exchange contracts
Form of Compliance Certificate
D - 6
Consolidated
EBITDA
Quarter
Ended
Quarter
Ended
Quarter
Ended
Quarter
Ended
Twelve
Months
Ended
+ amortization of customer contracts, non-compete agreements or other intangible
assets
+ the impact of acquisition accounting or similar adjustments required or
permitted by GAAP in connection with any Permitted Acquisition
- cash payments in respect of non-cash charges, expenses or losses
+ EBITDA of target business acquired in connection with a Permitted Acquisition
- non-cash stock option and equity-based compensation
- non-recurring cash charges
- other non-recurring cash or non-cash gains
Form of Compliance Certificate
D - 7
Consolidated
EBITDA
Quarter
Ended
Quarter
Ended
Quarter
Ended
Quarter
Ended
Twelve
Months
Ended
- non-cash charges previously added back that become cash charges
= Consolidated EBITDA
Form of Compliance Certificate
D - 8
EXHIBIT "E-1"
ATTACHED TO AND MADE A PART OF THAT CREDIT AGREEMENT BY AND AMONG, AMONGST
OTHERS, PREMIER HEALTHCARE ALLIANCE, L.P., PREMIER SUPPLY CHAIN IMPROVEMENT,
INC. AND PREMIER HEALTHCARE SOLUTIONS, INC., AS CO-BORROWERS, THE GUARANTORS
PARTY THERETO, THE LENDERS PARTY THERETO AND WELLS FARGO BANK, NATIONAL
ASSOCIATION, AS ADMINISTRATIVE AGENT, DATED AS OF NOVEMBER [
], 2018
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,