____ to 1
Maximum permitted:
3.00 to 1
III. Section 7.11(c) - Consolidated Fixed Charge Coverage Ratio
A. Consolidated EBITDA for Subject Period (Line I.B.10 above):
$
B. Capital Expenditures for Subject Period:
$
C. Consolidated Interest Charges paid or payable in cash for Subject Period:
$
D. Federal, State, Local and Foreign Cash Income Taxes paid (less the amount of
any income tax refunds actually received):
$
E. Consolidated Fixed Charge Coverage Ratio (Line III.A ̧ [Line III.B + Line
III.C] + D):
Minimum required:
1.50:1
FORM OF COMPLIANCE CERTIFICATE
D-5
IV. Section 7.11 - Capital Expenditures.
A. Capital Expenditures made during fiscal year to date:
$
B. Maximum permitted Capital Expenditures Permitted:
$ 25,000,0000
C. Excess (deficient) for covenant compliance (Line IV.B - IV.A):
$
FORM OF COMPLIANCE CERTIFICATE
D-6
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]4 Assignor identified in item 1 below ([the][each, an] "Assignor")
and [the][each] 5 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] 6hereunder are several and not joint.] 7
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 respective facilities identified below (including, without limitation,
the Letters of Credit and the Swing Line Loans included in such facilities 8)
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,
4