exists, describe the nature and
period of existence thereof and what action the Borrower has taken, is taking
and proposes to take with respect thereto].
4. The Borrower and its Subsidiaries are in compliance with the financial
covenants contained in Article X of the Credit Agreement as shown on Schedule 1
attached hereto.
5. As of the most recent fiscal quarter end, the percentage of Consolidated
EBITDA of the Borrower and its Subsidiaries that is represented by (a) all of
the Unrestricted Subsidiaries taken as a whole and (b) each individual
Unrestricted Subsidiary are each set forth on the attached Schedule 1.
6. As of the most recent fiscal quarter end, the percentage of the Consolidated
assets of the Borrower and its Subsidiaries that is represented by (a) all of
the Unrestricted Subsidiaries taken as a whole and (b) each individual
Unrestricted Subsidiary are each set forth on the attached Schedule 1.
7. The Applicable Margin and calculations determining the same are set forth on
the attached Schedule 1.
[Signature Page Follows]
WITNESS the following signature as of the
day of
, 201
.
JACK IN THE BOX INC.
By.
Name:
Title:
Schedule 1
to
Officer's Compliance Certificate
[Template to be separately provided]
EXHIBIT G
to
Credit Agreement
dated as of June 29, 2010
by and among
Jack in the Box Inc.,
as Borrower,
the Lenders party thereto,
as Lenders
and
Wells Fargo Bank, National Association,
as Administrative Agent
FORM OF ASSIGNMENT AND ASSUMPTION
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]1 Assignor identified on the Schedules hereto as "Assignor" or "Assignors"
(collectively, the "Assignors" and each an "Assignor") and [the] [each]2
Assignee identified on the Schedules hereto as "Assignee" or "Assignees"
(collectively, the "Assignees" and 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 (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