and (ii) the on-going compliance with the
Agreement and the other Loan Documents) for Subject Period:
$
9. aggregate amount of all noncash items, determined on a consolidated basis for
Subject Period, to the extent such items were added in determining Consolidated
Net Income:
$
10. Consolidated EBITDA
(Lines I.A.1 + 2 + 3 + 4 + 5 + 6 + 7 + 8 - 9):
$
B. Consolidated Interest Expense for Subject Period:
$
C. Consolidated Interest Coverage Ratio (Line I.A.10 ÷ Line I.B):
to 1
Minimum required: 4.00 to 1
II. Section 7.11 (b) - Consolidated Total Leverage Ratio.
A. Consolidated Indebtedness of Holdings at Statement Date:
$
B. Consolidated EBITDA for Subject Period (Line I.A.10 above):
$
C. Consolidated Leverage Ratio (Line III.A ÷ Line III.B):
to 1
Maximum permitted: 2.50 to 1
Form of Compliance Certificate
D-3
EXHIBIT E-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] 2 Assignor identified in item 1 below ([the][each, an] " Assignor ")
and [the][each] 3 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] 4 hereunder are several and not joint.] 5
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]
with respect to its Commitment and the Loans outstanding with respect thereto
(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 (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