calculations demonstrating compliance with the financial covenant set
forth in Section 7.10 of the Credit Agreement set forth in Schedule 2 attached
hereto are true and accurate on and as of the date of this Compliance
Certificate.
IN WITNESS WHEREOF, the undersigned has executed this Compliance Certificate as
of
,
.
ANALOG DEVICES, INC.,
a Massachusetts corporation
By:
Name:
Title:
Schedule 1 to
Compliance Certificate
Financial Statements
[To be attached by ADI]
Schedule 2 to
Compliance Certificate
For the Quarter / Year ended
(the "Financial Statement
Date")
Consolidated Leverage Ratio
I.
Consolidated Funded Indebtedness
$
II.
Consolidated EBITDA (For the period of the four prior fiscal quarters ending
on the Financial Statement Date (see Schedule A))
$
III.
Consolidated Leverage Ratio (I ÷ II)
to 1.0
Maximum
Permitted:
3.0 to 1.0
SCHEDULE A
to Compliance Certificate
($ in 000's)
Consolidated EBITDA
(in accordance with the definition of Consolidated EBITDA
as set forth in the Credit Agreement)
Consolidated EBITDA
Quarter
Ended
Quarter
Ended
Quarter
Ended
Quarter
Ended
Twelve Months
Ended (i) Consolidated Net Income
+
(ii) Consolidated Interest Charges
+
(iii) Federal, state, local and foreign income taxes
+
(iv) depreciation expense
+
(v) amortization expense
+
(vi) non-cash stock-based compensation expense
+
(vii) certain non-recurring expenses incurred prior to the Closing Date (as set
forth on Schedule 1.01 to the Credit Agreement)
+
(viii) non-recurring expenses reducing such Consolidated Net Income which do not
represent a cash item in such period or any future period
+
(ix) non-recurring cash expenses reducing such Consolidated Net Income to the
extent such cash expenses are not paid in such period but will be paid in a
future period
-
(x) non-recurring cash expenses that were previously added back to Consolidated
EBITDA in a prior period pursuant to the entry in item (ix) above to the extent
such cash expenses are paid in such period
-
(xi) non-recurring non-cash items increasing Consolidated Net Income for such
period
=
Consolidated EBITDA
EXHIBIT 10.06
[FORM OF]
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]2 Assignor identified in item 1 below ([the][each, an] "Assignor")
and [the][each]3 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]4 hereunder are several and not joint.]5
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][each] 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