paid in cash by the Credit Parties to Persons other than the
Credit Parties for the Subject Period:
$
M.
Consolidated Fixed Charge Coverage Ratio(Ratio of Line I.A.10 - I.B. - I.C. to
Line (I.D. +I.E. - I.F - I.G - I.H - I.I - I.J - I.K + I.L ):
$
N.
Permitted Ratio for Subject Period:
1.00 to 1.00
Compliance Required?
Yes/No
Compliance?
Yes/No
D - 6
Form of Compliance Certificate
For the Fiscal Month/Fiscal Year ended
("Statement Date")
SCHEDULE 2
to the Compliance Certificate
II.
Section
7.14 - Capital Expenditures.
A.
Capital expenditures made during the Fiscal Year to date:
$
B.
Maximum permitted capital expenditures
$
C.
Excess (deficient) for covenant compliance (Line II.B - II.A):
$
Compliance?
Yes/No
SCHEDULE 3
SCHEDULE 4
SCHEDULE 5
EXHIBIT A
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"). [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 "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 Commitment 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 Credit Agreement, any other documents or instruments delivered pursuant
thereto or the loan transactions governed thereby or in any way based on or
related to any of the foregoing, including, but