such Restaurant was
open for business during the applicable measurement period
4.
New Unit Adjustment: 1 - (Line I.B.3 divided by 12) x Line I.B.2
*Repeat for each Restaurant opened during such measurement period
C.
Total New Unit Adjustment amount (sum of all new Unit Adjustments): $_______
D.
Funded Debt (Line I.A.- I.C) $_______
II.
CONSOLIDATED LOAN PARTIES' AND RENT EXPENSE TIMES EIGHT (8)
A.
Third Party Rent: $______
B.
Line II.A multiplied by 8:
$______
189
III.
DENOMINATOR of LOAN PARTIES' LEASE ADJUSTED LEVERAGE RATIO
A.
EBITDA (from Line I.D of the calculation of Loan Parties' Debt Service
Charge Ratio above):
$_____
B.
Pre-Opening Expense (from Line II.B of the calculation of Loan Parties' Debt
Service Coverage Ratio above):
$_____
C.
Third Party Rent (from Line II.A of the Rent Expense calculation above:
$______
D.
Denominator of Loan Parties' Lease Adjusted Leverage Ratio (III.A + III.B +
III.C)
$_____
LEASE ADJUSTED LEVERAGE RATIO
Line I.D. plus II.B, divided by III.D: _____
Maximum Allowed: 5:00 to 1.0
190
EXHIBIT 12.1
INDEBTEDNESS
Creditor - Debtor
Date
Maximum Principal Amount
Approximate Current Principal Amount
191
EXHIBIT 16.10
FORM OF BANK PRODUCT PROVIDER NOTICE
192
EXHIBIT 18.7
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] Assignor identified in item 1 below ([the][each, an] "Assignor") and
[the][each] 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] hereunder are several and not joint.]. 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 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] under the respective facilities
identified below 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