income or plus loss from
discontinued operations:
$
3.
plus any
extraordinary items:
$
4.
plus non-cash items
related to earn-outs and similar obligations:
$
5.
less interest income:
$
6.
plus income taxes:
$
7.
plus interest expense:
$
8.
plus non-cash equity compensation-related
expenses and any non-cash expenses related to the issuance or repurchase of the
Jones Shares:
$
9.
plus depreciation, depletion,
amortization and impairment charges (including intangible assets, fixed assets
and goodwill):
$
10.
Total EBITDA:
$
B.
Dividends and distributions:
$
C.
Current Maturities of Long Term Debt:
1.
principal due within a one year period in respect of all Funded
Debt (exclusive of the principal balance of all Loans):
$
2.
plus capital lease obligations:
$
3.
plus Post-Closing Payments:
$
4.
Total Current
Maturities of Long Term Debt:
$
D.
Interest expense
C.
Ratio (Line III.A.10 - Line III.B) ÷ (Line III.C.4. + Line III.D):
to 1.0
Minimum Required:
1.25 to 1.0
C-5
Form of Compliance Certificate
EXHIBIT D
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, all "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 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