Capitalization at Statement Date (Line II.A + Line II.B):
$
D.
Consolidated Indebtedness to Capitalization Ratio (Line II.A ̧ Line II.D):
to 1.00
Maximum permitted:
So long as the Debt Rating of the Company is at least BBB- and Baa3 from S&P and
Moody's, respectively, in each case with at least stable outlook, greater than
0.60:1.00 and (ii) if at any time the Debt Rating of the Parent is lower than as
set forth in the preceding clause (i), greater than the ratio set forth below
opposite such Measurement Period:
Four Fiscal Quarters Ending
Maximum Consolidated
Indebtedness to
Capitalization Ratio
March 31, 2007 through December 31, 2007
0.60:1.00
March 31, 2008 through December 31, 2008
0.55:1.00
March 31, 2009 through December 31, 2009
0.50:1.00
March 31, 2010 and each fiscal quarter thereafter
0.45:1.00
For the Quarter/Year ended [___________, _____] ("Statement Date")
SCHEDULE 3
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 Tax Expense
+amounts in respect non-cash expenses, depreciation and amortization
+/- gains or losses attributable to the sale, conversion or other Disposition of
assets outside the ordinary course of business
+/- gains resulting from the write-up of assets or losses resulting from the
write-down of assets
+/- non-cash gains, non-cash losses or other non-cash amounts that were included
in Consolidated Net Income
+/- gains or losses on the repurchase or redemption of any securities (including
in connection with the early retirement or defeasance of any Indebtedness)
+/- other extraordinary or non-recurring items
=Consolidated EBITDA
EXHIBIT D
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](1) Assignor identified in item 1 below
([the][each, an] "Assignor") and [the][each](2) 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](3) hereunder are
several and not joint.](4)
Capitalized terms used but not defined herein shall
have the meanings given to them in the Agreement identified below (the
"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 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