in the calculation of Consolidated Net Income for such
Reference Period for the Borrower and all calculated in accordance with GAAP $
H. the sum of (A) extraordinary gains or income and (B) non-cash
credits increasing income for such period, all to the extent taken into account
in the calculation of Consolidated Net Income for such period for the Borrower $
I. cash payments during such period on account of noncash expenses or
charges expensed in any prior period and added back under clauses (b)-(g) above)
above for purposes of determining Consolidated EBITDA for such prior period for
the Borrower (or that would have been added back for such purposes if this
Agreement had been in effect for such prior period) $
7
Insert first day of the reference period
8
Insert last day of the reference period.
J. Consolidated EBITDA (Line 2(a) plus Line $
2(b) plus Line 2(c) plus
Line 2(d) plus Line
2(e) plus Line 2(f) plus Line2(g) minus Line
2(h)
minus Line 2(i)
D. Debt Service Coverage Ratio
as of __________, ____
(1) Consolidated EBITDA (see C. above) $
(2) Consolidated Fixed
Charges (see B. above) $
(3) Debt Service Coverage Ratio:
_.__:1.00
Divide Line 1 by Line 2
EXHIBIT D
[FORM OF] ASSIGNMENT AND ASSUMPTION
This Assignment and Assumption (the "Assignment and Assumption") is dated as of
the Effective Date set forth below and is entered into by and between
[the][each]9 Assignor identified in item 1 below ([the][each, an] "Assignor")
and [the][each] 10 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]11 hereunder are several and not joint.]12
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][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] 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 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 (including without limitation
any guarantees and swingline loans included in such facilities), and (ii) to the
extent permitted to be assigned under applicable law, all claims, suits, causes