For the Quarter/Year ended
("Statement Date")
SCHEDULE 2
to the Compliance Certificate
($ in 000's)
I. Section 7.11 (b) - Consolidated Interest Coverage Ratio.
A.
Consolidated EBITDA for four consecutive fiscal quarters ending on above date
("Subject Period"):
1.
Consolidated Net Income for Subject Period:
$
___________
2.
Consolidated Interest Charges for Subject Period:
$
___________
3.
Provision for income taxes for Subject Period:
$
___________
4.
Depreciation expenses for Subject Period:
$ ___________
5.
Amortization expenses for Subject Period:
$ ___________
6.
Non-recurring non-cash reductions (including the write-off of acquired
in-process research and development and intangible assets) of Consolidated Net
Income for Subject Period:
$ ___________
7.
Non-cash charges arising
from compensation expense as a result of the application of Financial Accounting
Standards Board Statement 123R "Share Based Payments" for Subject Period:
$
___________
8.
Income tax credits for Subject Period:
$ ___________
9.
Non-cash additions to Consolidated Net Income for Subject Period:
$
___________
10.
Consolidated EBITDA (Lines I.A.1 + 2 + 3 + 4 + 5 + 6 + 7 -
8 - 9):
$ ___________
B.
Consolidated Interest Charges for Subject Period:
$ ___________
C.
Consolidated Interest Coverage Ratio (Line I.A.10 ÷ Line I.B):
________to 1.00 Minimum required: 3.00 to 1.00
II. Section 7.11 (c) - Consolidated Leverage Ratio.
A.
Consolidated Funded Indebtedness at Statement Date:
$ ___________
B.
Consolidated EBITDA for Subject Period (Line I.A.10 above):
$ ___________
C.
Consolidated Leverage Ratio (Line II.A ÷ Line II.B):
______to 1.00
Maximum permitted: 2.50 to 1.00
D-3
Form of Compliance Certificate
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] 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]2 hereunder are several and not joint.]3
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