Compliance Certificate
($ in 000's)
I.
Section 7.11 (a) - Consolidated Funded Indebtedness to Capitalization Ratio.
A.
Consolidated Funded Indebtedness at Statement Date:
$______________
B.
Capitalization at Statement Date:
$______________
1.
Consolidated Funded Indebtedness at Statement Date:
$______________
2.
Consolidated Net Worth at Statement Date:
$______________
3.
Capitalization (Lines I.B.1 + 2):
$______________
C.
Consolidated Funded Indebtedness to Capitalization Ratio (Line I.A ÷ Line
I.B.3):
_________to 1.00
Maximum permitted:
0.50 to 1.00
II.
Section 7.11 (b) - Consolidated Interest Coverage Ratio.
A.
Consolidated EBITDA for four consecutive fiscal quarters ending on Statement
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.
Non-recurring non-cash reductions of Consolidated Net Income for Subject Period:
$______________
7.
Income tax credits for Subject Period:
$______________
8.
Non-cash additions to Consolidated Net Income for Subject Period:
$______________
9.
Consolidated EBITDA (Lines II.A.1 + 2 + 3 + 4 + 5 + 6 - 7 - 8):
$______________
B.
Consolidated Interest Charges for Subject Period:
$______________
C.
Consolidated Interest Coverage Ratio (Line II.A.9 ÷ Line II.B):
_________to 1.00
Minimum permitted:
3.50 to 1.00
D-3
Form of Compliance Certificate
For the Quarter/Year ended ___________________("Statement Date")
SCHEDULE 2
to the Compliance Certificate
($ in 000's)
Consolidated EBITDA
(in accordance with the definition of Consolidated EBITDA
as set forth in the Agreement)
Consolidated EBITDA
Quarter
Ended
Quarter
Ended
Quarter
Ended
Quarter
Ended
Twelve
Months
Ended
Consolidated Net Income
+
Consolidated Interest Charges
+
income taxes
+
depreciation expense
+
amortization expense
+
non-recurring non-cash expenses
-
income tax credits
-
non-cash income
=
Consolidated EBITDA
D-4
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").
[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