Subject Period:
$
6.
Extraordinary losses (other than in the ordinary course of business) for Subject
Period:
$
7.
Extraordinary gains (other than in the ordinary course of business) for Subject
Period:
$
8.
Consolidated EBITDA (Lines III.A.1 + 2 + 3 + 4 + 5 + 6 - 7):
$
C.
Line III.A.8 ÷ Line III.B.8 x 100:
%
Minimum permitted:
95 %
D.
Consolidated total assets of Loan Parties for Subject Period:
$
E.
Consolidated total assets of the Borrower and its Domestic Subsidiaries for
Subject Period:
$
F.
Line III.D ÷ Line III.E x 100:
%
Minimum permitted:
95 %
1
To be included on each Compliance Certificate delivered for a fiscal year end
Form of Compliance Certificate
D-4
For the Quarter/Year ended
("Statement Date")
SCHEDULE 1
to the Compliance Certificate
($ in 000's)
Consolidated EBITDA
(in accordance with the definition of Consolidated EBITDA as set forth in the
Agreement)
Consolidated EBITDA
Quarter
Ended
Quarter
Ended
Quarter
Ended
Quarter
Ended
Twelve
Months
Ended
Consolidated Net Income
+
Consolidated Interest Expense
+
income taxes
+
depreciation expense
+
amortization expense
+
extraordinary losses (other than in the ordinary course of business)
-
extraordinary gains (other than in the ordinary course of business)
=
Consolidated EBITDA
Form of Compliance Certificate
D-5
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]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 (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