Amortization expenses for Subject Period:
$
7.
Non-cash charges (including impairment of intangible assets
and goodwill and non-cash share-based compensation expenses)
and non-cash losses for Subject Period:
$
8.
Transaction costs:
$
9.
Income tax credits for Subject Period:
$
10.
Interest income for Subject Period:
$
11.
Non-cash gains or other items added to Consolidated Net
Income for Subject Period:
$
12.
EBITDA (Lines I.A1 + 2 + 3 + 4 + 5 + 6 + 7 + 8 -
9 - 10 - 11):
$
13.
EBITDA on a pro forma basis (if applicable) :
$
B.
Consolidated Interest Expense for Subject Period:
$
C.
Interest Coverage Ratio (Line I.A.12 (or 13, if applicable) ̧ Line I.B):
to
1
D - 3
Form of Compliance Certificate
Minimum required: 3.00 to 1.00
II.
Section 7.15(b) - Leverage Ratio.
A.
Consolidated Debt at Statement Date:
$
B.
EBITDA for Subject Period (Line I.A.12
(or 13, if applicable) above):
$
C.
Leverage Ratio (Line II.A ̧ Line II.B):
to 1
Maximum permitted: 3.50 to 1.00, subject to any increase to 4.00 to 1.00 in
accordance with Section 7.15(b) of the Credit Agreement
D - 4
Form of Compliance Certificate
EXHIBIT E
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 (as amended, 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 in the amount[s]
and equal to the percentage interest[s] identified below of all the outstanding
rights and obligations 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