the Quarter/Year ended
("Statement Date")
SCHEDULE 2
to the Compliance Certificate
($ in 000's)
I.
Section 6.12(a) - Total Leverage Ratio:
A.
Total Debt (all
Indebtedness of Holdings and Subsidiaries for borrowed money plus other
interest-bearing liabilities, including current and long-term liabilities)
$_________
B.
Consolidated EBITDA
1.
net income:
$_________
2.
less income or plus loss from discontinued operations
and extraordinary items:
$_________
3.
plus income taxes:
$_________
4.
plus Interest Charges:
$_________
5.
plus
depreciation, depletion and amortization:
$_________
6.
plus other
non-cash charges permitted under Credit Agreement:
$_________
7.
plus other severance agreements acceptable to Required Lenders:
$_________
8.
plus or minus non-cash losses or gains from unrealized changes in the
fair market value of warrants, Swap Contracts and other derivatives:
$_________
9.
Total Consolidated EBITDA:
$_________
C.
Ratio (Line I.A ÷ Line I.B.9):
______ to 1.0
Maximum Ratio Permitted:
_____ to 1.0 II.
Section 6.12(b) - Fixed Charge Coverage Ratio.
A.
Consolidated EBITDA (from Line I.B.9 above):
$_________
1.
minus unfinanced Capital Expenditures:
$_________
Exhibit C
Form of Compliance Certificate
2.
minus cash income taxes paid:
$________
3.
minus any
Restricted Payments:
$________
4.
Total:
$________
B.
Fixed Charges
1.
Interest Charges:
$________
2.
plus
principal payments of Indebtedness:
$________
3.
Total Fixed
Charges:
$________
C.
Ratio (Line II.A.4 ÷ Line II.B.3):
_____ to 1.0
Minimum Required:
1.25 to 1.0
III.
Section 6.12(c) -
Capital Expenditures
A.
Obligations incurred (including capital
leases) for fixed assets during Fiscal Year to date:
$________
B.
Maximum permitted Capital Expenditures:
$________
C.
Excess
(deficient) for covenant compliance (Line III.A - III.B):
$________
Exhibit C
Form of Compliance Certificate
EXHIBIT D
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