severance costs, relocation costs, integration and
facilities opening and closing costs, signing costs, retention or completion
bonuses, transition costs and restructuring charges or reserves related to
Acquisitions; provided that the aggregate amount added back shall not exceed 10%
of Consolidated EBITDA
-
income tax credits
-
non-cash income
=
Consolidated EBITDA
D-5
Form of Compliance Certificate
For the LTM ended December 29, 2017 ("Statement Date")
SCHEDULE 33
to the Compliance Certificate
($ in 000's)
Sirtex EBITDA
(in accordance with the definition of Consolidated EBITDA
as set forth in the Credit Agreement)
12/30/2016
6/30/2017
12/29/2017
Sirtex EBITDA
HY 2017
FY
2017
HY 2018
AUD LTM
USD* LTM
Consolidated
Net Income
20,400
(26,257)
24,957
(21,700)
(16,944) + Consolidated
Interest Charges
-
-
-
-
-
+ income taxes
6,409
14,697
9,616
17,904
13,980
+ depreciation expense
1,112
2,371
1,080
2,339
1,826
+ amortization expense
2,201
4,545
674
3,018
2,357
+ non-recurring
non-cash expenses (impairment)
1,336
90,541
405
89,610
69,969
Sirtex Consolidated EBITDA
31,458
85,897
36,732
91,171
71,188
*0.78082
*FX rate matching forward contracts
3 This Schedule 3 will only be used for the first four (4) fiscal quarters
following the Sirtex Acquisition.
D-6
Form of Compliance Certificate
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]4 Assignor identified in item 1 below ([the][each, an] "Assignor")
and [the][each]5 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]6 hereunder are several and not joint.]7
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 facilities8) 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