Charges for Subject Period:
$
C. Consolidated Interest Coverage Ratio (Line II.A ÷ Line II.B):
to 1
Minimum required:
Minimum Consolidated Interest Four Fiscal Quarters Ending
Coverage Ratio
each fiscal quarter
2.50 to 1
III.
Section 7.02(c) - Consolidated Senior Secured Leverage Ratio.
A. Consolidated Senior Secured Debt at Statement Date
$
B. Consolidated EBITDA for Subject Period (from Schedule 2):
$
C. Consolidated Senior Secured Leverage Ratio (Line III.A ÷ Line III.B):
to 1
Maximum permitted:
Minimum Consolidated Senior Four Fiscal Quarters Ending
Secured Leverage
Ratio each fiscal quarter
1.50 to 1
For the Quarter/Year ended
("Statement Date")
SCHEDULE 2
to the Compliance Certificate
($ in 000's)
Consolidated EBITDA
(in accordance with the definition of Consolidated EBITDA
as set forth in the Agreement)
Twelve
Consolidated
Quarter
Quarter
Quarter
Quarter
Months
EBITDA
Ended
Ended
Ended
Ended
Ended
Consolidated Net Income
+ Consolidated Interest Charges
+ income taxes
+ depreciation expense
+ amortization expense
+ amortization of intangibles and organization cost
+ non-recurring expenses
+ other non-cash charges
- income tax credits
- non-recurring income or gains
- non-cash income
- cash expenditures added as non-cash charges in prior period
= Consolidated EBITDA
EXHIBIT E-1
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]2 Assignor identified in item 1 below ([the][each, an]
"Assignor") and [the][each]3 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]4 hereunder are several and not joint.]5
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 pursuant thereto to the extent
related to the amount and percentage interest identified below of all of such
outstanding rights and obligations of [the Assignor][the respective Assignors]
under the respective facilities identified below (including, without limitation,
the Letters of Credit included in such facilities6) 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 its capacity as a Lender)][the