(as of , 20 )
1. Consolidated Operating Cash Flow [Line B.5 above] $
2. Consolidated Fixed Charges [Line C.5 above) $
3. Consolidated Debt to Consolidated EBITDA Ratio (Line D.1 divided by
Line D.2] to 1.0
4. Minimum Consolidated Fixed Charge Coverage Ratio permitted by
Section 5.01(o)(i) 1.2 to 1.0
E. MAXIMUM CONSOLIDATED DEBT TO CONSOLIDATED EBIDTA RATIO
(as of , 20 )
1. Consolidated Debt (excludes Subordinated Debt) $
2. Consolidated EBITDA [Line A.10 above) $
3. Consolidated Debt to Consolidated EBITDA Ratio (Line E.1 divided by
Line E.2] to 1.0
4. Maximum Consolidated Debt to Consolidated EBITDA Ratio permitted by
Section 5.01(o)(ii) to 1.0
F. MINIMUM CONSOLIDATED TANGIBLE NET WORTH
(as of , 20 )
1. 50% of Consolidated Net Income (with no deductions for losses) during
each fiscal quarter of the Company ended after February 17, 2004 (such
required increases to be cumulative for each such fiscal quarter) $
2. 100% of the net proceeds received by the Company on or after February
17, 2004, from the issuance of any capital stock of other equity interests
of the Company $
3. Minimum Consolidated Net Worth required by Section 5.01(o)(iii) [Sum of
$32,000,000.00 plus Line F.1 plus Line F.2] $
4. Actual Consolidated Net Worth $
EXHIBIT H
ASSIGNMENT AND ASSUMPTION AGREEMENT
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (this "Agreement") is made and entered
into as of , 20 , by and among (a) [ASSIGNOR] (the "Assignor"), (b) [ASSIGNEE]
(the "Assignee"), (c) LABARGE, INC., a Delaware corporation (the "Company"), (d)
LABARGE ELECTRONICS, INC., a Missouri corporation ("LaBarge Electronics") and
(d) U.S. BANK NATIONAL ASSOCIATION, as Agent for the Lenders (in such capacity,
the "Agent").
WITNESSETH
:
WHEREAS, this Agreement relates to the Loan Agreement dated as of February 17,
2004, by and among the Company, LaBarge Electronics, the Assignor and the other
Lenders party thereto, as Lenders, and the Agent, as amended (the "Loan
Agreement");
WHEREAS, as provided under the Loan Agreement, (a) the Assignor has a Revolving
Credit Commitment to make Revolving Credit Loans to the Company in an aggregate
principal amount at any one time outstanding not to exceed $___________, (b) the
Assignor has a Percent ( %) [participation] interest in each of the Letter(s) of
Credit together with all unreimbursed drawings with respect thereto and (c) the
Assignor has made a term loan to LaBarge Electronics in the original principal
amount of $_________ (the "Term Loan");
WHEREAS, as of the date hereof, (a) the aggregate outstanding principal amount
of all Revolving Credit Loans made by the Assignor to the Company is $_________,
(b) the aggregate undrawn face amount of all of the outstanding Letters of
Credit plus all unreimbursed drawings with respect thereto is $ and (c) the
outstanding principal amount of the Term Loan made by the Assignor to LaBarge
Electronics is $___________; and
WHEREAS, the Assignor proposes to assign to the Assignee a __________________
Percent (_________%) (the "Assigned Percentage") (a) interest in all of the
rights and obligations of the Assignor under the