II.B.1 + 2):
$_______________
C.
Maximum Leverage Ratio (Line
II.A ÷ Line II.B.3 (expressed as a percentage)):
________%
Maximum permitted:
65%
III. Section 7.03(b) - Timberland Dispositions (only to be completed for
year-end)
A. Total acreage of Borrower's Timberlands on December 31, 2005: [____________]
B.
Total acreage of Timberlands (excluding exchanged
Timberlands) Disposed of by the Borrower and its Restricted Subsidiaries since
July 1, 2006:
_______________
C.
Percentage (Line III.B ÷ Line
III.A (expressed as a percentage)):
_______%
D. If Line III.C is
greater than 25%, explain:
The following to be calculated commencing with the year ending December 31,
2007:
E. Total acreage of Timberlands (excluding exchanged Timberlands) Disposed of by
the Borrower and its Restricted Subsidiaries during previous two-calendar year
period: __________________
F.
Percentage (Line III.E ÷ Line
III.A (expressed as a percentage)):
_____%
G.
If Line III.F is
greater than 20%, explain:
For the Quarter/Year ended ___________________("Statement Date")
SCHEDULE 2
to the Compliance Certificate
($ in 000's)
EBITDA
(in accordance with the definition of EBITDA
as set forth in the Agreement)
EBITDA
Quarter
Ended
Quarter
Ended
Quarter
Ended
Quarter
Ended
Twelve
Months
Ended
Net income (or net loss)
(excluding extraordinary gains
and extraordinary losses)
+ Amounts treated as expenses
for depreciation, depletion and
interest and amortization of
intangibles to the extent
included in the determination of
net income (or loss)
+ Basis of Timberlands sold
+
Accrued taxes on or measured by
income to the extent included in
the determination of net income (or loss)
+ Additions to EBITDA for
Subject Period
resulting from acquisitions of Property
= EBITDA
EXHIBIT E
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 (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