and its
Subsidiaries (including non-cash expenses consisting of compensation paid in the
form of Equity Interests of the Company or its Subsidiaries and non-cash charges
due to impairments recorded in such period in accordance with Financial
Accounting Standards Board's Accounting Standards Codification 350) reducing
Consolidated Net Income for Subject Period: $______________
7.
Non-cash items increasing Consolidated Net Income for Subject
Period: $______________
8.
Consolidated EBITDA (Lines I.A.1 + I.A.2 + I.A.3 + I.A.4 + I.A.5 +
I.A.6 - I.A.7): $
B.
Consolidated Interest Charges2 for Subject
Period:
$
C.
Consolidated Interest Coverage Ratio
(Line I.A.8 ÷ Line
I.B):
to
1.00
Minimum required:
3:00 to 1.00
2
Consolidated Interest Charges are not reduced by interest income.
D - 3
Form of Compliance Certificate
II.
Section 7.10(b) - Consolidated Leverage Ratio.
A.
Consolidated Funded Indebtedness at Financial Statement
Date:
$
B.
Consolidated EBITDA for Subject Period (Line I.A.8
above):
$
C.
Consolidated Leverage Ratio (Line II.A ÷ Line
II.B):
to 1.00
Maximum permitted:
4:00 to 1.00
D - 4
Form of Compliance Certificate
Financial 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 and amortization expenses
+
gains or losses related to the early extinguishment of fixed income
obligations
+
non-cash or non-recurring expenses reducing Consolidated Net Income
-
non-cash items increasing Consolidated Net Income
=
Consolidated EBITDA
D - 5
Form of Compliance Certificate
EXHIBIT E-1
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]5 Assignor identified in item 1 below ([the][each, an]
"Assignor")
and [the][each]6 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]7 hereunder are several and not joint.]8
Capitalized terms used but not defined herein shall have the meanings given to
them in the Credit Agreement identified below (as amended, 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