are paid in the Subject
Period:
$
9.
Sum of Lines I.A. 6 + 7 + 8 (not exceeding $100,000,000 for Subject
Period):
$
10.
EBITDA (Lines I.A.1 + 2 + 3 + 4 + 5 + 9):
$
B.
Fixed charges:
1.
All Interest Expense for Subject Period:
$
2.
Current portion of long term Indebtedness as at Statement Date (other
than Loans):
$
3.
Interest income for Subject Period:
$
4.
Total fixed charges (Line I.B.1 + 2 - 3):
$
D - 3
Form of Compliance Certificate
C.
Fixed Charge Coverage Ratio (Line I.A.10 ̧ I.B.4):
Minimum required:
1.50 to 1.00
II.
Section 7.13(a) - Debt/EBITDA Ratio.
A.
Total Indebtedness at Statement Date:
$
B.
EBITDA for Subject Period (Line I.A.10 above):
$
C.
Debt/EBITDA Ratio (Line II.A ̧ Line II.B):
Maximum permitted:
4.00 to 1.00
D - 4
Form of Compliance Certificate
For the Quarter/Year ended
("Statement
Date")
SCHEDULE 2
to the Compliance Certificate
($ in 000's)
EBITDA
(in accordance with the definition of EBITDA
as set forth in the Agreement)
Twelve
Quarter
Quarter
Quarter
Quarter
Months
EBITDA
Ended
Ended
Ended
Ended
Ended
net income or net loss
+ all Interest Expense
+ depreciation expenses
+ amortization expenses
+ non-cash charges for Subject Period
+ one-time cash charges, calculated in accordance with GAAP, associated with
merger-or-acquisition related expenses which are paid in the Subject Period
+ one-time cash charges, calculated in accordance with GAAP, associated with
restructuring costs which are paid in the Subject Period
+ one-time cash charges, calculated in accordance with GAAP, associated with net
losses from the early extinguish-ment of notes or other Indebtedness, which are
paid in the Subject Period
= EBITDA
D - 5
Form of Compliance Certificate
EXHIBIT E
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
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 of [the Assignor's][the
respective Assignors'] rights and obligations