__, 200_ to the Computation Date (the "Relevant Period").
Period or Date of Determination (if not as at the Computation Date for the
Relevant Period)
Amount
Financial and Negative Covenants
1.
Total Leverage Ratio (Section 10.09)
(a)
Consolidated Indebtedness2
$_________
(b)
Consolidated EBITDA3
For the Test Period ended on the Computation Date
$_________
(c)
Ratio of line a to line b
______:1.00
2.
Interest Expense Coverage Ratio
(Section 10.08)
(a)
Consolidated EBITDA
For the Test Period ended on the Computation Date
$_________
(b)
Consolidated Interest Expense4
For the Test Period ended on the Computation Date
$_________
(c)
Ratio of line a to line b
______:1.00
3.
Excess Cash Flow5
$_________
______________________________________
1
Insert the last day of the respective fiscal quarter or year covered by the
financial statements which are required to be accompanied by this compliance
certificate.
2
Attach hereto in reasonable detail the calculations required to arrive at
Consolidated Indebtedness.
3
Attach hereto in reasonable detail the calculations required to arrive at
Consolidated EBITDA.
4
Attach hereto in reasonable detail the calculations required to arrive at
Consolidated Interest Expense.
5
Attach hereto in reasonable detail the calculations required to arrive at Excess
Cash Flow.
EXHIBIT K
[FORM OF
ASSIGNMENT AND ASSUMPTION AGREEMENT]
This Assignment and Assumption Agreement (this "Assignment"), is dated as of the
Effective Date set forth below and is entered into by and between [the][each]
Assignor identified in item [1][2] 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 such [Assignees][and
Assignors] hereunder are several and not joint.]
Capitalized terms used herein
but not defined herein shall have the meanings given to them in the Credit
Agreement identified below (as amended, amended and restated, supplemented or
otherwise modified from time to time, the "Credit Agreement").
The Standard
Terms and Conditions for Assignment and Assumption Agreement set forth in Annex
1 hereto (the "Standard Terms and Conditions") are hereby agreed to and
incorporated herein by reference and made a part of this Assignment as if set
forth herein in full.
For an agreed consideration, [the][each] Assignor hereby irrevocably sells and
assigns to [the] [each] Assignee, and [the] [each] Assignee hereby irrevocably
purchases and assumes from [the][each] Assignor, 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, the
interest in and to all of [the][each] Assignor's rights and obligations under
the Credit Agreement and any other documents or instruments delivered pursuant
thereto that represents the amount and percentage interest identified below of
all of the [respective] Assignor's outstanding rights and obligations ([the]
[each, an] "Assigned Interest").
[Each] [Such] sale and assignment is without
recourse to [the][any] Assignor and, except as expressly provided in this
Assignment, without representation or warranty by [the][any] Assignor.
[1.
Assignor:
______________________________
2.
Assignee:
_______________________]1
______________________________
1
If the form is used for a single