gains
$
(viii)
Item 1(a)(i) plus the sum of Items 1(a)(ii) through 1(a)(vi)
minus Item 1(a)(vii)
$
(b)
Consolidated Operating
Cash Flow
(i)
cash taxes
$
(ii)
*Capital Expenditures
$
* Repeat for each tenant improvement project
(A)
expenditures for tenant improvements reimbursed or
reimbursed within the Next Fiscal Quarter made in fiscal quarter ended
, 20
$
(1)
reimbursed in same fiscal quarter
$
(2)
reimbursed in Next Fiscal Quarter
$
(B)
unreimbursed expenditures for tenant improvements deducted in the prior
fiscal quarter
$
(C)
Item 1(b)(ii) minus
Item 1(b)(ii)(A) plus Item 1(b)(ii)(B)
$
(iii)
cash lease payments related to the Charge
$
(iv)
Item 1(a)(viii) minus the sum of Item 1(b)(i), Item 1(b)(ii)(C) and Item
1(b)(iii)
$
(c)
(i)
Consolidated Total Interest
Expense
$
(ii)
all scheduled payments of
principal on Indebtedness (including the principal component of Capitalized
Leases)
$
(iii)
Item 1(c)(i) plus Item
1(c)(ii)
$
(d)
Ratio of 1(b)(iv) to Item 1(c)(iii)
:1.00
(e)
Required Minimum Ratio
1.50:1.00
(f)
Compliance
___________
yes/no 2.
Minimum Liquidity(§11.2):
as of the Compliance Date
(a)
cash after deducting all customer
prepayments
$
(b)
Cash Equivalents
$
(c)
marketable securities maintained by the Parent
Companies, the Borrower and their Subsidiaries
$
(d)
sum of Items 2(a) through 2(d)
$
-2-
(e)
Minimum liquidity
$10,000,000
(f)
Compliance
_________
yes/no 3.
Ratio of Total Funded Indebtedness to EBITDA (§11.3):
for the Reference Period ended on the Compliance
Date
(a)
Total Funded Indebtedness as of the fiscal quarter then
ended
(i)
outstanding amount of Revolving Credit Loans
$
(ii)
Maximum Drawing Amount
$
(ii)
outstanding amount of all Subordinated
Debt
$
(iii)
purchase money Indebtedness
$
(iv)
Indebtedness in respect of Capitalized
Leases
$
(v)
Indebtedness in respect of
Synthetic Leases
$
(vi)
other Indebtedness for
borrowed money
$
(vii)
Total Funded
Indebtedness (sum of Items 3(a)(i) through 3(a)(vi))
$
(b)
See Item 1(a)(viii)
$
(c)
Ratio of Item
3(a)(vii) to Item 1(a)(viii)
:1.00
(d)
Maximum Required Ratio
1.50:1.00
(e)
Compliance
_________
yes/no
-3-
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 [Insert
name of Assignor] (the "Assignor") and [Insert name of Assignee] (the
"Assignee"). 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 Assignor hereby irrevocably sells and assigns
to the Assignee, and the Assignee hereby irrevocably purchases and assumes from
the Assignor, 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