as permitted pursuant to
Section 7.04(b):
$
3.
Adjusted Consolidated EBITDA
(Line II.B.1 + Line II.B.2):
$
C.
Consolidated
Leverage Ratio (Line II.A.8 ÷ Line II.B.3):
to 1.00
Maximum
permitted: 3.00:1.00
III.
Section 1.01 - Adjusted Leverage Ratio.
A.
1.
Consolidated Funded Indebtedness at Statement Date (Line II.A.8 above):
$
2.
Non-restricted cash held by Borrower at Statement
Date:
$
3.
Line III.A.1 - Line III.A.2:
$
B.
Adjusted Consolidated EBITDA for Subject Period
C-4
Form of Compliance Certificate
(Line II.B.3 above):
$
C.
Adjusted Leverage Ratio
(Line III.A.3 ÷ Line III.B):
to 1.00 IV.
Section 6.12(a) -
Material Subsidiaries.
A.
1.
Total assets of the Borrower and Material
Subsidiaries at Statement Date:
$
2.
Consolidated
total assets of the Borrower and its Domestic Subsidiaries at Statement Date:
$
3.
Line IV.A.1 ÷ Line IV.A.2:
%
Minimum required: 90%
B.
1.
Total revenues of
the Borrower and Material Subsidiaries for Subject Period:
$
2.
Consolidated total revenues of the Borrower and
its Domestic Subsidiaries for Subject Period:
$
3.
Line IV.B.1 ÷ Line IV.B.2:
%
Minimum required: 90%
C.
1.
EBITDA of the Borrower and Material Subsidiaries for Subject Period,
based on Consolidated EBITDA:
$
2.
EBITDA of the
Borrower and its Domestic Subsidiaries for Subject Period, based on Consolidated
EBITDA:
$
3.
Line IV.C.1 ÷ Line IV.C.2:
%
Minimum required: 90%
C-5
Form of Compliance Certificate
EXHIBIT D-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] Assignor identified in item 1 below ([the][each, an] "Assignor") and
[the][each] 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] hereunder are several and not joint.] Capitalized
terms used but not defined herein shall have the meanings given to them in the
Term Loan Agreement identified below (the "Term Loan 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 Term Loan 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 Term Loan 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 and (ii) to