IV.D.:
Compliance:
(Yes or No)
IV. Minimum Interest Coverage Ratio.
A.
EBITDA for the period of twelve (12) consecutive months ended on
above date (if such date is the last
day of a fiscal quarter) or most recently ended prior to such date (if such date
is not the last day of a fiscal
quarter) ("Subject Period"):
1.
Net Income for Subject Period:
$
2.
Depreciation and amortization expense for Subject
Period:
$
3.
Interest Expense for Subject Period:
$
4.
Federal, state, local and foreign income taxes
accrued or paid in cash during Subject Period:
$
5.
Extraordinary or non-recurring items reducing Net Income for Subject Period:
$
6.
EBITDA (Line V.A.1. + Line V.A.2. + Line V.A.3. +
Line V.A.4. + Line V.A.5. + Line V.A.6.):
$
B.
Interest
Expense for Subject Period:
$
C.
Ratio of EBITDA to
Interest Expense
(Line V.A.6. ÷ Line V.B.):
to 1.0
D.
Minimum required:
1.4 to 1.0
E.
Line V.C. 3 Line V.D.:
Compliance:
(Yes or No)
C - 5
Form of Compliance Certificate
For the Quarter/Year ended
("Statement Date")
SCHEDULE 2
to the Compliance Certificate
MAXIMUM AVAILABLE AMOUNT
C - 6
Form of Compliance Certificate
SCHEDULE 3
to the Compliance Certificate
PLEDGED ASSET TOTAL OUTSTANDINGS
C - 7
Form of Compliance Certificate
EXHIBIT D
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]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 (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 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