outstanding reimbursement obligations of such person with respect
to letters of credit and banker's acceptances)
$
(vii)
all obligations in respect of Disqualified Equity Interests
$
(viii)
all Guarantees with respect to any of the foregoing (to the extent relating to
Indebtedness of others that would be included in Consolidated Total Indebtedness
if the Borrower were the direct obligor thereunder)
$
(ix)
Consolidated Total Indebtedness
[(a)(i) + (a)(ii) + (a)(iii) + (a)(iv) + (a)(v) + (a)(vi) + (a)(vii) +
(a)(viii)]
$
(b)
Consolidated EBITDA for the period of four (4) consecutive fiscal Quarters
ending on or immediately prior to such date:
(i)
Consolidated Net Income
$
The following, without duplication, to the extent deducted in determining such
Consolidated Net Income:
(ii)
income and franchise taxes
$
(iii)
Consolidated Interest Expense
$
(iv)
amortization and depreciation
$
(v)
non-cash stock based compensation expense (including with respect to stock
option, share tracking award and employee stock purchase plans)
$
(vi)
non-cash license fee charges
$
(vii)
non-cash asset impairment charges
$
(viii)
non-recurring non-cash charges reducing Consolidated Net Income in such period
(excluding any such expenses or charges to the extent representing an accrual or
reserve for any cash charge in any future period and excluding write-downs of
current assets)
$
(ix)
non-recurring transaction fees, costs and expenses, integration, reorganization
and restructuring costs and facility consolidation and closing costs incurred in
connection with reorganizations, restructurings and Investments (including, the
incurrence or repayment of Indebtedness in connection therewith) and Asset
Dispositions permitted under the Credit Agreement(1)
$
(1)
Provided that (A) such fees, costs and expenses are incurred within twelve
(12) months of the occurrence of such applicable triggering event and (B) the
aggregate amount of such fees, costs and expenses added back shall not to exceed
12.5% of Consolidated EBITDA for the applicable period of four fiscal quarters
(prior to giving effect to such adjustments).
The following, without duplication, to the extent included in determining such
Consolidated Net Income:
(x)
interest income
$
(xi)
all non-recurring non-cash items increasing Consolidated Net Income
$
(xii)
Consolidated EBITDA
[(b)(i) + (b)(ii) + (b)(iii) + (b)(iv) + (b)(v) + (b)(vi) + (b)(vii) +
(b)(viii) + (b)(ix) - (b)(x) - (b)(xi)]
$
(c)
Consolidated Leverage Ratio
[(a)(ix) / (b)(xii)]
:1.0
Compliance with Section 7.10(a) of the Credit Agreement:
Y o
N o
2.
Consolidated Interest Coverage Ratio
(a)
Consolidated EBITDA for the period of four (4) consecutive fiscal quarters
ending on or immediately prior to such date [1.(b)(xii) above]
$
(b)
Consolidated Interest Expense for the period of four (4) consecutive fiscal
quarters ending on or immediately prior to such date
$
(c)
Consolidated Interest Coverage Ratio
[(a) / (b)]
:1.0
Compliance with Section 7.10(b) of the Credit Agreement:
Y ̈
N ̈
Schedule 2
Management's Discussion and Analysis
EXHIBIT G
FORM OF ASSIGNMENT AND ASSUMPTION
This Assignment and Assumption (the "Assignment and Assumption") is dated as of
the Effective Date set forth below and is entered into by and between