__________
4.
Depreciation expenses for Subject Period:
$
__________
5.
Amortization expenses for Subject Period:
$
__________
6.
Non-cash reductions of Consolidated Net Income for Subject Period:
$
__________
7.
[Non-cash U.S. Pension wind-up and settlement costs of $30,800,000 incurred
during the quarter ended September 26, 2015]
$
__________
8.
[Reed switch manufacturing transfer costs for the four consecutive fiscal
quarter period ended December 31, 2016 in an aggregate amount not to exceed
$4,000,000]
$
__________
9.
[Expenses, including for professional services, integration and restructuring,
incurred by the Company in connection with its acquisition of the TE
Connectivity Circuit Protection Business between the Closing Date and April 1,
2017, in an aggregate amount not to exceed $20,000,000]
$
__________
10.
Non-cash additions to Consolidated Net Income for Subject Period:
$
11.
Consolidated EBITDA (Lines I.B.1 + 2 + 3 + 4 + 5 + 6 + 7 + 8 + 9 - 10):
$
C.
Ratio (Line I.A. ÷ Line I.B.11): __________to 1.0
$
______ to 1.0
Maximum Required Consolidated Leverage Ratio: 3.25:1.0
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.11):
$
__________ 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
D-3
Form of Compliance Certificate
EXHIBIT E
FORM OF 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 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 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