(a)
Consolidated Secured Net Debt under
(i) the ABL Revolving Credit Agreement, (ii) the Senior Secured Notes, (iii) any
Pari Passu Lien Debt, (iv) the Term Loan Facility and (v) Indebtedness secured
on a pari passu basis with the Obligations on the ABL Priority Collateral, in
each case outstanding as of the last day of the Test Period
$_____ (b)
Consolidated Adjusted EBITDA of the Borrower for the Test Period.
$_____
C-12
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SCHEDULE 2
TO COMPLIANCE CERTIFICATE
FIXED CHARGE COVERAGE RATIO AS OF [mm/dd/yy]
1.
Consolidated Adjusted EBITDA (from Schedule 1 above):
$____
(a)
minus the aggregate amount of federal, state, local and foreign income
taxes paid or payable in cash for the Test Period ended as of such date or, as
applicable, most recently ended prior to such date,
$____
(b)
minus
Non-Financed Capital Expenditures for the Test Period that were paid in cash
during such Test Period,
$____
(c)
Subtotal
$____
(d)
Consolidated Cash Interest Expense,
$____
(e)
the aggregate amount of
scheduled principal payments in respect of Indebtedness for borrowed money of
the Borrower and its Restricted Subsidiaries paid in cash during such period
(other than payments made by the Borrower or any Restricted Subsidiary to the
Borrower or any Restricted Subsidiary),
$____
(f)
Solely for the purpose
of testing the satisfaction of the Payment Conditions in connection with a
Restricted Payment, cash dividends paid in cash during such period pursuant to
Section 7.06(r) of the ABL Revolving Credit Agreement,
(g)
Fixed Charges
(the sum of (d) + (e) + (f))
$____
(g)
Fixed Charge Coverage Ratio (the
ratio of (c) to (g))
___ : 1.00
Required: 1.00: 1.00
In
compliance (Y/N)?
C-13
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SCHEDULE 3
TO COMPLIANCE CERTIFICATE
UNRESTRICTED SUBSIDIARIES
Unrestricted Subsidiaries
[None].
C-14
--------------------------------------------------------------------------------
SCHEDULE 4
TO COMPLIANCE CERTIFICATE
INFORMATION REGARDING COLLATERAL
[To be attached if applicable]
C-1
--------------------------------------------------------------------------------
EXHIBIT A
TO COMPLIANCE CERTIFICATE
CONSOLIDATED BALANCE SHEET
[To be attached if applicable]
C-2
--------------------------------------------------------------------------------
EXHIBIT B
TO COMPLIANCE CERTIFICATE
DETAILS OF DEFAULT OR EVENT OF DEFAULT
[To be attached if applicable]
C-3
--------------------------------------------------------------------------------
EXHIBIT D
FORM OF ASSIGNMENT AND ASSUMPTION
This Assignment and Assumption (this "Assignment and Assumption") is dated as of
the Assignment 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, receipt of a copy of which is
hereby acknowledged by [the][each] 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]