hereto are true and accurate on and as of the date of this Certificate.
IN WITNESS WHEREOF, the undersigned has executed this Certificate as of
,
.
LITTELFUSE, INC.
By:
Name:
Title:
C-2
For the Quarter/Year ended
("Statement
Date")
SCHEDULE 2
to the Compliance Certificate
I.
Section 7.12(a) -Consolidated Leverage Ratio.
A.
Consolidated Funded Indebtedness at Statement Date:
$
B.
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.
Plus Non-cash reductions of Consolidated Net Income for Subject
Period:
$
7.
Minus Non-cash additions to Consolidated Net Income for Subject
Period:
$
8.
Consolidated EBITDA (Lines I.B.1 + 2 + 3 + 4 +5 + 6 - 7):
$
C.
Ratio (Line I.A. ̧ Line I.B.8.):
to 1.0
Maximum Required Consolidated
Leverage Ratio:
3.00:1.0
II.
Section 7.12(b) - Consolidated Interest Coverage
Ratio.
A.
Consolidated EBITDA for four consecutive fiscal quarters
ending on above date ("Subject Period") (Line I.B.8):
$
B.
Consolidated Interest Charges for Subject Period:
$
C.
Ratio (Line II.A ̧ Line II.B)
to 1.0
Minimum Required: 3.00 to 1.0
C-3
EXHIBIT D
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").3 [It is understood and agreed that the rights and obligations of
[the Assignors][the Assignees] hereunder are several and not joint.]4
Capitalized terms used but not defined herein shall have the meanings given to
them in the Loan Agreement identified below (the "Loan 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 Loan 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 Loan 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 and (ii) to the extent
permitted to be assigned under applicable law, all claims, suits, causes of