June 30, 2014, Consolidated EBITDA shall be
deemed to be $162.8 million, (B) September 30, 2014, Consolidated EBITDA shall
be deemed to be $163.1 million and (C) December 31, 2014, Consolidated EBITDA
shall be deemed to be $163.1 million. For the period from January 1, 2015
through March 31, 2015, and the period from April 1, 2015 through the date of
the Separation, Consolidated EBITDA shall be determined as if the Master Lease
had been in effect throughout such period, and the Separation occurred at the
beginning of such period, as reasonably determined by a Responsible Officer.
8
Consolidated EBITDA shall be further adjusted (A) to include the Consolidated
EBITDA of any Unrestricted Subsidiary that is designated and converted into a
Restricted Subsidiary during such period based on the Consolidated EBITDA of
such Person (or attributable to such property, business or asset) for such
period (including the portion thereof occurring prior to such acquisition or
designation), determined as if references to a Person and its Restricted
Subsidiaries in Consolidated Net Income and other defined terms therein were to
such Person and its Subsidiaries; and (B) to exclude the Consolidated EBITDA of
any Restricted Subsidiary that is designated as an Unrestricted Subsidiary
during such period based on the actual Consolidated EBITDA of such Person for
such period (including the portion thereof occurring prior to such sale,
transfer, disposition, closing, classification or conversion), determined as if
references to a Person and its Restricted Subsidiaries in Consolidated Net
Income and other defined terms therein were to such Person and its Subsidiaries.
D-11
EXHIBIT E
[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]1 Assignor identified in item 1 below ([the][each, an] "Assignor")
and [the][each]2 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]3 hereunder are several and not joint.]4
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