I.A. 12 + 13 + 14 + 15):
$
B.
Consolidated Interest Charge:
$
1.
Interest, premium payments, debt discount, fees, charges and related expenses
in connection with borrowed money or the deferred purchase price of assets:
$
2.
Rent expenses under capital leases:
$
3.
Consolidated Interest Charge for the fiscal quarter ended as of the
Statement Date (Lines I.B.1 + 2):
$
4.
Consolidated
Interest Charge three fiscal quarters prior to Statement Date:
$
5.
Consolidated Interest Charge two fiscal quarters prior to Statement
Date:
$
6.
Consolidated Interest Charge one fiscal
quarter prior to Statement Date:
$
7.
Sum Consolidated
Interest Charge (Lines I.B.3 + 4 + 5 + 6):
$
C.
Consolidated Interest Coverage Ratio (Line I.A.16 ÷ Line I.B.7):
:1
Minimum Consolidated Interest Coverage Ratio: 3.5:1.0
II.
Section 7.11(b) - Consolidated Leverage Ratio
A.
Consolidated
Funded Indebtedness:
$
B.
Consolidated EBITDA for
Measurement Period (Line I.A.16):
$
C.
Consolidated
Leverage Ratio (Line II.A ÷ Line II.B):
:1
Maximum
Consolidated Leverage Ratio: 2.5:1.0
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 "Agreement"), receipt of a
copy of which is hereby acknowledged by the Assignee[s]. 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 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 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 and the Swing Line
Loans included in such facilities5) 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 respective Assignors
(in their respective capacities as Lenders)] against any Person, whether known
or unknown, arising under or in connection with the Agreement, any