3. Consolidated Net Worth (used in calculating Total Capitalization):
$__________
4. Partners' capital of the MLP (used in computing Consolidated Net Worth):
$__________
C. Indebtedness under the Agreement:
$__________
D. Consolidated Total Debt (Line III.A - Line III.B - Line III.C):
$__________
E. Excluded Affiliate Debt:
$__________
F. Consolidated EBITDA (Line II.A. above):
$__________
G. Leverage Ratio ((Line III.D - Line III.E ) ̧ Line III.F):
Maximum permitted
During a period that is not an Acquisition Period
During an Acquisition Period:
5.00:1.0
5.50:1.0
_____ to 1.0
If an Acquisition Period is in effect, please attach separate sheet showing
relevant calculations and compliance.
Exhibit C
Page 5
Form of Compliance Certificate
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]3 Assignor identified in item 1 below ([the][each an] "Assignor" and
[the][each]4 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]5 hereunder are several and not joint.]6 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 any guarantees
included in such facilities) 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 any Person, whether known or unknown,
arising under or in connection with the Credit Agreement, any other documents or
instruments delivered pursuant thereto or the loan transactions governed thereby
or in any way based on or related to any of the foregoing, including, but not
limited to, contract claims, tort claims, malpractice claims, statutory claims
and all other claims at law or in equity related to the rights and obligations
sold and assigned