Set forth on Annex I attached hereto is a description of all Permitted
Acquisitions undertaken during the period covered by this Certificate.
6.
The financial covenant analyses and information set forth on
Schedule 1 attached hereto are true and accurate in all material respects on and
as of the date of this Certificate.
[Use the following paragraph 6 in connection with the delivery of fiscal
quarter-end financial statements for the second fiscal quarter of any fiscal
year.]
[6.
Attached hereto as Schedule 2 is (i) a list of (A) all applications
by any Loan Party, if any, for Copyrights, Patents or Trademarks made since [the
Closing Date]* [the date of the prior Compliance Certificate]**, (B) all
issuances of registrations or letters on existing applications by any Loan Party
for Copyrights, Patents and Trademarks received since [the Closing Date]* [the
date of the prior Compliance Certificate]**, (C) all Trademark Licenses,
Copyright Licenses and Patent Licenses entered into by any Loan Party since [the
Closing Date]* [the date of the prior Compliance Certificate]**, and (ii) the
insurance binder or other evidence of insurance for any insurance coverage of
any Loan Party or any Subsidiary that was renewed, replaced or modified during
the period covered by the financial statements referenced in Paragraph 1 above.]
IN WITNESS WHEREOF, the undersigned has executed this Certificate as of
__________________, ________.
WAGEWORKS, INC.
By:
Name:
Title:
For the Quarter/Year ended ___________________("Statement Date")
SCHEDULE 1
to the Compliance Certificate
($ in 000's)
I.Section 7.13(a) -Liquidity Ratio
A.Liquidity
1.unrestricted cash and Cash Equivalents
$
2. plus marketable securities
$
3.Total Liquidity (Line I.A.1. plus I.A.2):
$
B.Certain Liabilities
1.customer deposits (consolidated basis):
$
2.plus current portion of contingent, Acquisition-related obligations and
liabilities (including Earn Out Obligations)
$
3.Total Certain Liabilities (Line I.B.1. plus I.B.2):
$
C.Ratio (Line I.A.3 ÷ Line I.B.3):
to 1.00
Minimum permitted:
1.00 to 1.00
II.Section 7.13(b) - Consolidated Leverage Ratio
A.Indebtedness
1.Total Indebtedness
$
B.EBITDA (past 12 months)
1.Consolidated Net Income (Loss):
$
2.plus Consolidated Interest Expense:
$
3.plus income taxes:
$
4.plus depreciation and amortization:
$
5.plus non-cash expenses:
$
6.Total EBITDA (sum of II.A1 through II.A.5):
$
C.Ratio (Line II.A.1 ÷ Line II.B.6):
to 1.00
Maximum permitted:
3.00 to 1.00
III.Section 7.13(c) - Debt Service Coverage Ratio
A.EBITDA (past 12 months)
1.Consolidated Net Income (Loss):
$
2.plus Consolidated Interest Expense:
$
3.plus income taxes:
$
4.plus depreciation and amortization:
$
5.plus non-cash expenses:
$
EBITDA from Permitted Acquisitions (if any):
$
7.Total EBITDA (sum of III.A1 through III.A.5 minus III.A.6 plus/minus
III.A.7.):
$
8. plus, operating lease payments
$
9. minus, Distributions
$
10. minus, payments made re Acquisition-related liabilities and Earn Out
Obligations
$
11. Adjusted EBITDA
(III.A.7 plus III.A.8 minus III.A.9 minus III.A.10)
$
B.Debt Service
1.25% of outstanding Loans (please explain on attachment):
$
2.plus, Consolidated Interest Expense (past 12 months):
$
3.plus, projected operating lease payments for next 12 months:
$
4.plus, Consolidated Scheduled Funded Debt Payments for next 12 months:
$
5. Total