Common use of CHANGED Clause in Contracts

CHANGED. (OR HAS HAD CHANGED) ITS ORGANIZATION IDENTIFICATION NUMBER, IF ANY, ISSUED BY ITS JURISDICTION OR ORGANIZATION, (V) CHANGED ITS JURISDICTION OF ORGANIZATION, (VI) CHANGED THE END OF ITS FISCAL YEAR, OR (VII) FORMED ANY NEW SUBSIDIARY OR ENTERED INTO ANY PARTNERSHIP OR JOINT VENTURE WITH ANY PERSON, SUCH CHANGE SHALL BE SPECIFIED BELOW; IF NO SUCH CHANGE HAS BEEN MADE, STATE "NONE."] Annex F-11 SCHEDULE 4 Annex F CAPITALIZATION CHANGES [IF WITH RESPECT TO ANY CREDIT PARTY THERE HAS BEEN A CHANGE IN AUTHORIZED STOCK, ISSUED AND OUTSTANDING STOCK OR THE IDENTITY OF THE HOLDERS OF ANY STOCK, OR IF WITH RESPECT TO ANY CREDIT PARTY THERE HAS BEEN A CHANGE PERTAINING TO PREEMPTIVE RIGHTS OR ANY OTHER OUTSTANDING RIGHTS, OPTIONS, WARRANTS, CONVERSION RIGHTS OR SIMILAR AGREEMENTS OR UNDERSTANDINGS FOR THE PURCHASE OR ACQUISITION OF ANY STOCK, SUCH CHANGE SHALL BE SET FORTH BELOW; IF NO SUCH CHANGE HAS OCCURRED, STATE "NONE."] EXHIBIT 6.2(d) EBITDA Consolidated Net Income is defined as follows: Net income during the measuring period on a consolidated basis excluding: $___________ the income (or deficit) of any Person accrued prior to the date it became a Subsidiary of, or was merged or consolidated into, Holdings or any of Holdings' Subsidiaries ___________ the income (or deficit) of any Person (other than a Subsidiary) in which Holdings has an ownership interest, except to the extent any such income has actually been received by Borrower or any of its Subsidiaries in the form of cash dividends or distributions ___________ the undistributed earnings of any Subsidiary of Holdings to the extent that the declaration or payment of dividends or similar distributions by such Subsidiary is not at the time permitted by the terms of any contractual obligation or requirement of law applicable to such Subsidiary ___________ any restoration to income of any contingency reserve, except to the extent that provision for such reserve was made out of income accrued during such period ___________ any net gain attributable to the write-up of any asset ___________ any loss attributable to the write-down of any asset (other than Accounts ___________ and Inventory) any net gain from the collection of the proceeds of life insurance policies ___________ any net gain arising from the acquisition of any securities, or the extinguishment of any Indebtedness, of Holdings or any of its Subsidiaries ___________ any deferred credit representing the excess of equity in any Subsidiary of Holdings at the date of acquisition of such Subsidiary over the cost to Holdings of the investment in such Subsidiary ___________ Consolidated Net Income $___________ =========== EBITDA is defined as follows: Consolidated Net Income (from above) $__________ LESS: (in each case to the extent included in the calculation of Consolidated Net Income, but without duplication): income tax credits ___________ interest income ___________ gain from extraordinary items ___________ any gain arising from the sale, exchange or other disposition of assets (including Equipment) out of the ordinary course of business, other than Accounts and Inventory ___________ any other non-cash gains ___________ expenditures related to the Related Transactions and not reflected on the Pro Forma or the footnotes thereto ___________ non-recurring gains ___________ PLUS: (in each case to the extent deducted in the calculation of Consolidated Net Income, but without duplication): any provision for income taxes ___________ Interest expense (whether cash or non-cash) deducted in the determination ___________ of Consolidated Net Income, including interest expense with respect to any Funded Debt and interest expense that has been capitalized depreciation and amortization ___________ amortized debt discount (but in the case of amortization and expenses of Related Transactions, only to the extent included in the Pro Forma) ___________ any deduction as the result of any grant to any members of the management of Holdings or any of its Subsidiaries of any Stock ___________ loss from extraordinary items ___________ any loss arising from the sale, exchange or other disposition of assets (including Equipment) out of the ordinary course of business, other than Accounts and Inventory ___________ any other non-cash losses (other than non-cash losses relating to write-offs, write-downs or reserves with respect to Accounts and Inventory) ___________ expenses of the Related Transactions, provided that such expenses were included in the Pro Forma, or disclosed in any notes thereto ___________ employee severance expenses and retention bonuses in an aggregate amount not to exceed $2,600,000 paid on or prior to December 31, 2007 which expenses arose as a result of the transactions contemplated by the Merger Agreement for all periods ending on or after the Closing Date Other agreed to adjustments ___________ PLUS: Pro Forma Cost Savings(1) ___________ EBITDA(2) $__________ ==========

CHANGED. (OR HAS HAD CHANGED) ITS ORGANIZATION IDENTIFICATION NUMBER, IF ANY, ISSUED BY ITS JURISDICTION OR ORGANIZATION, (Vv) CHANGED ITS JURISDICTION OF ORGANIZATION, (VIvi) CHANGED THE END OF ITS FISCAL YEAR, OR (VIIvii) FORMED ANY NEW SUBSIDIARY OR ENTERED INTO ANY PARTNERSHIP OR JOINT VENTURE WITH ANY PERSON, SUCH CHANGE SHALL BE SPECIFIED BELOW; IF NO SUCH CHANGE HAS BEEN MADE, STATE "NONE."] Annex F-11 " SCHEDULE 4 Annex F Exhibit 4.9(l) CAPITALIZATION CHANGES [IF WITH RESPECT TO ANY CREDIT PARTY THERE HAS BEEN A CHANGE IN AUTHORIZED STOCK, ISSUED AND OUTSTANDING STOCK OR THE IDENTITY OF THE HOLDERS OF ANY STOCK, OR IF WITH RESPECT TO ANY CREDIT PARTY THERE HAS BEEN A CHANGE PERTAINING TO PREEMPTIVE RIGHTS OR ANY OTHER OUTSTANDING RIGHTS, OPTIONS, WARRANTS, CONVERSION RIGHTS OR SIMILAR AGREEMENTS OR UNDERSTANDINGS FOR THE PURCHASE OR ACQUISITION OF ANY STOCK, SUCH CHANGE SHALL BE SET FORTH BELOW; IF NO SUCH CHANGE HAS OCCURRED, STATE "NONE." EXHIBIT 8.1 to CREDIT AGREEMENT ASSIGNMENT AGREEMENT This Assignment Agreement (this "] EXHIBIT 6.2(dAgreement") EBITDA Consolidated Net Income is defined made as follows: Net income during the measuring period on a consolidated basis excluding: $of ___________ the income (or deficit) of any Person accrued prior to the date it became a Subsidiary of__, or was merged or consolidated into, Holdings or any of Holdings' Subsidiaries ____ by and between __________________________________ the income (or deficit"Assignor Lender") of any Person (other than a Subsidiary) in which Holdings has an ownership interest, except to the extent any such income has actually been received by Borrower or any of its Subsidiaries in the form of cash dividends or distributions and ________________________ ("Assignee Lender") and acknowledged and consented to by GENERAL ELECTRIC CAPITAL CORPORATION, as agent ("Agent"). All capitalized terms used in this Agreement and not otherwise defined herein will have the undistributed earnings of any Subsidiary of Holdings to the extent that the declaration or payment of dividends or similar distributions by such Subsidiary is not at the time permitted by the terms of any contractual obligation or requirement of law applicable to such Subsidiary ___________ any restoration to income of any contingency reserve, except to the extent that provision for such reserve was made out of income accrued during such period ___________ any net gain attributable to the write-up of any asset ___________ any loss attributable to the write-down of any asset (other than Accounts ___________ and Inventory) any net gain from the collection of the proceeds of life insurance policies ___________ any net gain arising from the acquisition of any securities, or the extinguishment of any Indebtedness, of Holdings or any of its Subsidiaries ___________ any deferred credit representing the excess of equity in any Subsidiary of Holdings at the date of acquisition of such Subsidiary over the cost to Holdings of the investment in such Subsidiary ___________ Consolidated Net Income $___________ =========== EBITDA is defined as follows: Consolidated Net Income (from above) $__________ LESS: (in each case to the extent included respective meanings set forth in the calculation of Consolidated Net Income, but without duplication): income tax credits ___________ interest income ___________ gain from extraordinary items ___________ any gain arising from the sale, exchange or other disposition of assets (including Equipment) out of the ordinary course of business, other than Accounts and Inventory ___________ any other non-cash gains ___________ expenditures related to the Related Transactions and not reflected on the Pro Forma or the footnotes thereto ___________ non-recurring gains ___________ PLUS: (in each case to the extent deducted in the calculation of Consolidated Net Income, but without duplication): any provision for income taxes ___________ Interest expense (whether cash or non-cash) deducted in the determination ___________ of Consolidated Net Income, including interest expense with respect to any Funded Debt and interest expense that has been capitalized depreciation and amortization ___________ amortized debt discount (but in the case of amortization and expenses of Related Transactions, only to the extent included in the Pro Forma) ___________ any deduction Credit Agreement as the result of any grant to any members of the management of Holdings or any of its Subsidiaries of any Stock ___________ loss from extraordinary items ___________ any loss arising from the sale, exchange or other disposition of assets (including Equipment) out of the ordinary course of business, other than Accounts and Inventory ___________ any other non-cash losses (other than non-cash losses relating to write-offs, write-downs or reserves with respect to Accounts and Inventory) ___________ expenses of the Related Transactions, provided that such expenses were included in the Pro Forma, or disclosed in any notes thereto ___________ employee severance expenses and retention bonuses in an aggregate amount not to exceed $2,600,000 paid on or prior to December 31, 2007 which expenses arose as a result of the transactions contemplated by the Merger Agreement for all periods ending on or after the Closing Date Other agreed to adjustments ___________ PLUS: Pro Forma Cost Savings(1) ___________ EBITDA(2) $__________ ==========hereinafter defined.

CHANGED. (OR HAS HAD CHANGED) ITS ORGANIZATION IDENTIFICATION NUMBER, IF ANY, ISSUED BY ITS JURISDICTION OR ORGANIZATION, (V) CHANGED ITS JURISDICTION OF ORGANIZATION, (VI) CHANGED THE END OF ITS FISCAL YEAR, OR (VII) FORMED ANY NEW SUBSIDIARY OR ENTERED INTO ANY PARTNERSHIP OR JOINT VENTURE WITH ANY PERSON, SUCH CHANGE SHALL BE SPECIFIED BELOW; IF NO SUCH CHANGE HAS BEEN MADE, STATE "NONE."] Annex F-11 F-15 SCHEDULE 4 Annex F CAPITALIZATION CHANGES [IF WITH RESPECT TO ANY CREDIT PARTY THERE HAS BEEN A CHANGE IN AUTHORIZED STOCK, ISSUED AND OUTSTANDING STOCK OR THE IDENTITY OF THE HOLDERS OF ANY STOCK, OR IF WITH RESPECT TO ANY CREDIT PARTY THERE HAS BEEN A CHANGE PERTAINING TO PREEMPTIVE RIGHTS OR ANY OTHER OUTSTANDING RIGHTS, OPTIONS, WARRANTS, CONVERSION RIGHTS OR SIMILAR AGREEMENTS OR UNDERSTANDINGS FOR THE PURCHASE OR ACQUISITION OF ANY STOCK, SUCH CHANGE SHALL BE SET FORTH BELOW; IF NO SUCH CHANGE HAS OCCURRED, STATE "NONE."] EXHIBIT 6.2(d) EBITDA Consolidated Net Income is defined as followsBORROWING BASE CERTIFICATE RADNET MANAGEMENT, INC. DATE: Net income during the measuring period on a consolidated basis excluding: $___________, ______ the income This Certificate is given by Radnet Management, Inc. (or deficit"BORROWER") pursuant to subsection 6.2(d) of any Person accrued prior to the date it became a Subsidiary of, or was merged or consolidated into, Holdings or any that certain Credit Agreement dated as of Holdings' Subsidiaries ___________ the income (or deficit) of any Person (other than a Subsidiary) in which Holdings has an ownership interest, except to the extent any such income has actually been received by Borrower or any of its Subsidiaries in the form of cash dividends or distributions _____, ______ among Borrower, the undistributed earnings of any Subsidiary of Holdings other Credit Parties party thereto, the Lenders from time to time party thereto and General Electric Capital Corporation, as agent for the extent that Lenders (as such agreement may have been amended, restated, supplemented or otherwise modified from time to time the declaration or payment of dividends or similar distributions by such Subsidiary is not at "CREDIT AGREEMENT"). Capitalized terms used herein without definition shall have the time permitted by the terms of any contractual obligation or requirement of law applicable to such Subsidiary ___________ any restoration to income of any contingency reserve, except to the extent that provision for such reserve was made out of income accrued during such period ___________ any net gain attributable to the write-up of any asset ___________ any loss attributable to the write-down of any asset (other than Accounts ___________ and Inventory) any net gain from the collection of the proceeds of life insurance policies ___________ any net gain arising from the acquisition of any securities, or the extinguishment of any Indebtedness, of Holdings or any of its Subsidiaries ___________ any deferred credit representing the excess of equity in any Subsidiary of Holdings at the date of acquisition of such Subsidiary over the cost to Holdings of the investment in such Subsidiary ___________ Consolidated Net Income $___________ =========== EBITDA is defined as follows: Consolidated Net Income (from above) $__________ LESS: (in each case to the extent included meanings set forth in the calculation Credit Agreement. The undersigned is duly authorized to execute and deliver this Certificate on behalf of Consolidated Net Income, but without duplication): income tax credits ___________ interest income ___________ gain from extraordinary items ___________ any gain arising from the sale, exchange or other disposition of assets (including Equipment) out of the ordinary course of business, other than Accounts Borrower. By executing this Certificate such officer hereby certifies to Agent and Inventory ___________ any other non-cash gains ___________ expenditures related to the Related Transactions and not reflected on the Pro Forma or the footnotes thereto ___________ non-recurring gains ___________ PLUS: (in each case to the extent deducted in the calculation of Consolidated Net Income, but without duplication): any provision for income taxes ___________ Interest expense (whether cash or non-cash) deducted in the determination ___________ of Consolidated Net Income, including interest expense with respect to any Funded Debt and interest expense that has been capitalized depreciation and amortization ___________ amortized debt discount (but in the case of amortization and expenses of Related Transactions, only to the extent included in the Pro Forma) ___________ any deduction as the result of any grant to any members of the management of Holdings or any of its Subsidiaries of any Stock ___________ loss from extraordinary items ___________ any loss arising from the sale, exchange or other disposition of assets (including Equipment) out of the ordinary course of business, other than Accounts and Inventory ___________ any other non-cash losses (other than non-cash losses relating to write-offs, write-downs or reserves with respect to Accounts and Inventory) ___________ expenses of the Related Transactions, provided that such expenses were included in the Pro Forma, or disclosed in any notes thereto ___________ employee severance expenses and retention bonuses in an aggregate amount not to exceed $2,600,000 paid on or prior to December 31, 2007 which expenses arose as a result of the transactions contemplated by the Merger Agreement for all periods ending on or after the Closing Date Other agreed to adjustments ___________ PLUS: Pro Forma Cost Savings(1) ___________ EBITDA(2) $__________ ==========Lenders that:

CHANGED. (OR HAS HAD CHANGED) ITS ORGANIZATION IDENTIFICATION NUMBER, IF ANY, ISSUED BY ITS JURISDICTION OR ORGANIZATION, (Vv) CHANGED ITS JURISDICTION OF ORGANIZATION, (VIvi) CHANGED THE END OF ITS FISCAL YEAR, OR (VIIvii) FORMED ANY NEW SUBSIDIARY OR ENTERED INTO ANY PARTNERSHIP OR JOINT VENTURE WITH ANY PERSON, SUCH CHANGE SHALL BE SPECIFIED BELOW; IF NO SUCH CHANGE HAS BEEN MADE, STATE "NONE."] Annex F-11 Schedule 3 to Exhibit 4.5(n) Page 1 SCHEDULE 4 Annex F EXHIBIT 4.5(n) CAPITALIZATION CHANGES [IF WITH RESPECT TO ANY CREDIT PARTY THERE HAS BEEN A CHANGE IN AUTHORIZED STOCK, ISSUED AND OUTSTANDING STOCK OR THE IDENTITY OF THE HOLDERS OF ANY STOCK, OR IF WITH RESPECT TO ANY CREDIT PARTY THERE HAS BEEN A CHANGE PERTAINING TO PREEMPTIVE RIGHTS OR ANY OTHER OUTSTANDING RIGHTS, OPTIONS, WARRANTS, CONVERSION RIGHTS OR SIMILAR AGREEMENTS OR UNDERSTANDINGS FOR THE PURCHASE OR ACQUISITION OF ANY STOCK, SUCH CHANGE SHALL BE SET FORTH BELOW; IF NO SUCH CHANGE HAS OCCURRED, STATE "NONE."] EXHIBIT 6.2(d8.1 TO CREDIT AGREEMENT ASSIGNMENT AGREEMENT This Assignment Agreement (this "Agreement") EBITDA Consolidated Net Income is defined made as follows: Net income during the measuring period on a consolidated basis excluding: $of ___________ the income (or deficit) of any Person accrued prior to the date it became a Subsidiary of__, or was merged or consolidated into, Holdings or any of Holdings' Subsidiaries ____ by and between __________________________________ the income (or deficit"Assignor Lender") of any Person (other than a Subsidiary) in which Holdings has an ownership interest, except to the extent any such income has actually been received by Borrower or any of its Subsidiaries in the form of cash dividends or distributions and ________________________ ("Assignee Lender") and acknowledged and consented to by The Bank of New York, as agent ("Agent"). All capitalized terms used in this Agreement and not otherwise defined herein will have the undistributed earnings of any Subsidiary of Holdings to the extent that the declaration or payment of dividends or similar distributions by such Subsidiary is not at the time permitted by the terms of any contractual obligation or requirement of law applicable to such Subsidiary ___________ any restoration to income of any contingency reserve, except to the extent that provision for such reserve was made out of income accrued during such period ___________ any net gain attributable to the write-up of any asset ___________ any loss attributable to the write-down of any asset (other than Accounts ___________ and Inventory) any net gain from the collection of the proceeds of life insurance policies ___________ any net gain arising from the acquisition of any securities, or the extinguishment of any Indebtedness, of Holdings or any of its Subsidiaries ___________ any deferred credit representing the excess of equity in any Subsidiary of Holdings at the date of acquisition of such Subsidiary over the cost to Holdings of the investment in such Subsidiary ___________ Consolidated Net Income $___________ =========== EBITDA is defined as follows: Consolidated Net Income (from above) $__________ LESS: (in each case to the extent included respective meanings set forth in the calculation of Consolidated Net Income, but without duplication): income tax credits ___________ interest income ___________ gain from extraordinary items ___________ any gain arising from the sale, exchange or other disposition of assets (including Equipment) out of the ordinary course of business, other than Accounts and Inventory ___________ any other non-cash gains ___________ expenditures related to the Related Transactions and not reflected on the Pro Forma or the footnotes thereto ___________ non-recurring gains ___________ PLUSCredit Agreement as hereinafter defined. [DRAFTING NOTE: (in each case to the extent deducted in the calculation of Consolidated Net Income, but without duplication): any provision for income taxes ___________ Interest expense (whether cash or non-cash) deducted in the determination ___________ of Consolidated Net Income, including interest expense with respect to any Funded Debt and interest expense that has been capitalized depreciation and amortization ___________ amortized debt discount (but in the case of amortization and expenses of Related Transactions, only to the extent included in the Pro Forma) ___________ any deduction as the result of any grant to any members of the management of Holdings or any of its Subsidiaries of any Stock ___________ loss from extraordinary items ___________ any loss arising from the sale, exchange or other disposition of assets (including Equipment) out of the ordinary course of business, other than Accounts and Inventory ___________ any other non-cash losses (other than non-cash losses relating to write-offs, write-downs or reserves with respect to Accounts and Inventory) ___________ expenses of the Related Transactions, provided that such expenses were included in the Pro Forma, or disclosed in any notes thereto ___________ employee severance expenses and retention bonuses in an aggregate amount not to exceed $2,600,000 paid on or prior to December 31, 2007 which expenses arose as a result of the transactions contemplated by the Merger Agreement for all periods ending on or after the Closing Date Other agreed to adjustments ___________ PLUS: Pro Forma Cost Savings(1) ___________ EBITDA(2) $__________ ==========THE TERMS OF THIS AGREEMENT WILL VARY SUBSTANTIALLY FOR ASSIGNMENTS OF 100% OF A LENDER'S TERM LOAN COMMITMENTS AS OPPOSED TO PARTIAL ASSIGNMENT]

CHANGED. (OR HAS HAD CHANGED) ITS ORGANIZATION IDENTIFICATION NUMBER, IF ANY, ISSUED BY ITS JURISDICTION OR ORGANIZATION, (V) CHANGED ITS JURISDICTION OF ORGANIZATION, (VI) CHANGED THE END OF ITS FISCAL YEAR, OR (VII) FORMED ANY NEW SUBSIDIARY OR ENTERED INTO ANY PARTNERSHIP OR JOINT VENTURE WITH ANY PERSON, SUCH CHANGE SHALL BE SPECIFIED BELOW; IF NO SUCH CHANGE HAS BEEN MADE, STATE "NONE."] Annex F-11 SCHEDULE 4 Annex F CAPITALIZATION CHANGES [IF WITH RESPECT TO ANY CREDIT PARTY THERE HAS BEEN A CHANGE IN AUTHORIZED STOCK, ISSUED AND OUTSTANDING STOCK OR THE IDENTITY OF THE HOLDERS OF ANY STOCK, OR IF WITH RESPECT TO ANY CREDIT PARTY THERE HAS BEEN A CHANGE PERTAINING TO PREEMPTIVE RIGHTS OR ANY OTHER OUTSTANDING RIGHTS, OPTIONS, WARRANTS, CONVERSION RIGHTS OR SIMILAR AGREEMENTS OR UNDERSTANDINGS FOR THE PURCHASE OR ACQUISITION OF ANY STOCK, SUCH CHANGE SHALL BE SET FORTH BELOW; IF NO SUCH CHANGE HAS OCCURRED, STATE "NONE."] EXHIBIT 6.2(d) EBITDA Consolidated Net Income is defined as followsBORROWING BASE CERTIFICATE RADNET MANAGEMENT, INC. DATE: Net income during the measuring period on a consolidated basis excluding: $___________, ______ the income This Certificate is given by Radnet Management, Inc. (or deficit"BORROWER") pursuant to subsection 6.2(d) of any Person accrued prior to the date it became a Subsidiary of, or was merged or consolidated into, Holdings or any that certain Credit Agreement dated as of Holdings' Subsidiaries ___________ the income (or deficit) of any Person (other than a Subsidiary) in which Holdings has an ownership interest, except to the extent any such income has actually been received by Borrower or any of its Subsidiaries in the form of cash dividends or distributions _____, ______ among Borrower, the undistributed earnings of any Subsidiary of Holdings other Credit Parties party thereto, the Lenders from time to time party thereto and General Electric Capital Corporation, as agent for the extent that Lenders (as such agreement may have been amended, restated, supplemented or otherwise modified from time to time the declaration or payment of dividends or similar distributions by such Subsidiary is not at "CREDIT AGREEMENT"). Capitalized terms used herein without definition shall have the time permitted by the terms of any contractual obligation or requirement of law applicable to such Subsidiary ___________ any restoration to income of any contingency reserve, except to the extent that provision for such reserve was made out of income accrued during such period ___________ any net gain attributable to the write-up of any asset ___________ any loss attributable to the write-down of any asset (other than Accounts ___________ and Inventory) any net gain from the collection of the proceeds of life insurance policies ___________ any net gain arising from the acquisition of any securities, or the extinguishment of any Indebtedness, of Holdings or any of its Subsidiaries ___________ any deferred credit representing the excess of equity in any Subsidiary of Holdings at the date of acquisition of such Subsidiary over the cost to Holdings of the investment in such Subsidiary ___________ Consolidated Net Income $___________ =========== EBITDA is defined as follows: Consolidated Net Income (from above) $__________ LESS: (in each case to the extent included meanings set forth in the calculation Credit Agreement. The undersigned is duly authorized to execute and deliver this Certificate on behalf of Consolidated Net Income, but without duplication): income tax credits ___________ interest income ___________ gain from extraordinary items ___________ any gain arising from the sale, exchange or other disposition of assets (including Equipment) out of the ordinary course of business, other than Accounts Borrower. By executing this Certificate such officer hereby certifies to Agent and Inventory ___________ any other non-cash gains ___________ expenditures related to the Related Transactions and not reflected on the Pro Forma or the footnotes thereto ___________ non-recurring gains ___________ PLUS: (in each case to the extent deducted in the calculation of Consolidated Net Income, but without duplication): any provision for income taxes ___________ Interest expense (whether cash or non-cash) deducted in the determination ___________ of Consolidated Net Income, including interest expense with respect to any Funded Debt and interest expense that has been capitalized depreciation and amortization ___________ amortized debt discount (but in the case of amortization and expenses of Related Transactions, only to the extent included in the Pro Forma) ___________ any deduction as the result of any grant to any members of the management of Holdings or any of its Subsidiaries of any Stock ___________ loss from extraordinary items ___________ any loss arising from the sale, exchange or other disposition of assets (including Equipment) out of the ordinary course of business, other than Accounts and Inventory ___________ any other non-cash losses (other than non-cash losses relating to write-offs, write-downs or reserves with respect to Accounts and Inventory) ___________ expenses of the Related Transactions, provided that such expenses were included in the Pro Forma, or disclosed in any notes thereto ___________ employee severance expenses and retention bonuses in an aggregate amount not to exceed $2,600,000 paid on or prior to December 31, 2007 which expenses arose as a result of the transactions contemplated by the Merger Agreement for all periods ending on or after the Closing Date Other agreed to adjustments ___________ PLUS: Pro Forma Cost Savings(1) ___________ EBITDA(2) $__________ ==========Lenders that:

CHANGED. (OR HAS HAD CHANGED) ITS ORGANIZATION IDENTIFICATION NUMBER, IF ANY, ISSUED BY ITS JURISDICTION OR ORGANIZATION, (Vv) CHANGED ITS JURISDICTION OF ORGANIZATION, (VIvi) CHANGED THE END OF ITS FISCAL YEAR, OR (VIIvii) FORMED ANY NEW SUBSIDIARY OR ENTERED INTO ANY PARTNERSHIP OR JOINT VENTURE WITH ANY PERSON, SUCH CHANGE SHALL BE SPECIFIED BELOW; IF NO SUCH CHANGE HAS BEEN MADE, STATE "NONE."] Annex F-11 Schedule 3 to Exhibit 4.5(o) Page 1 SCHEDULE 4 Annex F EXHIBIT 4.5(o) CAPITALIZATION CHANGES [IF WITH RESPECT TO ANY CREDIT PARTY THERE HAS BEEN A CHANGE IN AUTHORIZED STOCK, ISSUED AND OUTSTANDING STOCK OR THE IDENTITY OF THE HOLDERS OF ANY STOCK, OR IF WITH RESPECT TO ANY CREDIT PARTY THERE HAS BEEN A CHANGE PERTAINING TO PREEMPTIVE RIGHTS OR ANY OTHER OUTSTANDING RIGHTS, OPTIONS, WARRANTS, CONVERSION RIGHTS OR SIMILAR AGREEMENTS OR UNDERSTANDINGS FOR THE PURCHASE OR ACQUISITION OF ANY STOCK, SUCH CHANGE SHALL BE SET FORTH BELOW; IF NO SUCH CHANGE HAS OCCURRED, STATE "NONE."] EXHIBIT 6.2(d8.1 TO CREDIT AGREEMENT ASSIGNMENT AGREEMENT This Assignment Agreement (this "Agreement") EBITDA Consolidated Net Income is defined made as follows: Net income during the measuring period on a consolidated basis excluding: $of ___________ the income (or deficit) of any Person accrued prior to the date it became a Subsidiary of__, or was merged or consolidated into, Holdings or any of Holdings' Subsidiaries ____ by and between __________________________________ the income (or deficit"Assignor Lender") of any Person (other than a Subsidiary) in which Holdings has an ownership interest, except to the extent any such income has actually been received by Borrower or any of its Subsidiaries in the form of cash dividends or distributions and ________________________ ("Assignee Lender") and acknowledged and consented to by XXXXXXX XXXXX CAPITAL, as agent ("Agent"). All capitalized terms used in this Agreement and not otherwise defined herein will have the undistributed earnings of any Subsidiary of Holdings to the extent that the declaration or payment of dividends or similar distributions by such Subsidiary is not at the time permitted by the terms of any contractual obligation or requirement of law applicable to such Subsidiary ___________ any restoration to income of any contingency reserve, except to the extent that provision for such reserve was made out of income accrued during such period ___________ any net gain attributable to the write-up of any asset ___________ any loss attributable to the write-down of any asset (other than Accounts ___________ and Inventory) any net gain from the collection of the proceeds of life insurance policies ___________ any net gain arising from the acquisition of any securities, or the extinguishment of any Indebtedness, of Holdings or any of its Subsidiaries ___________ any deferred credit representing the excess of equity in any Subsidiary of Holdings at the date of acquisition of such Subsidiary over the cost to Holdings of the investment in such Subsidiary ___________ Consolidated Net Income $___________ =========== EBITDA is defined as follows: Consolidated Net Income (from above) $__________ LESS: (in each case to the extent included respective meanings set forth in the calculation of Consolidated Net Income, but without duplication): income tax credits ___________ interest income ___________ gain from extraordinary items ___________ any gain arising from the sale, exchange or other disposition of assets (including Equipment) out of the ordinary course of business, other than Accounts and Inventory ___________ any other non-cash gains ___________ expenditures related to the Related Transactions and not reflected on the Pro Forma or the footnotes thereto ___________ non-recurring gains ___________ PLUSCredit Agreement as hereinafter defined. [DRAFTING NOTE: (in each case to the extent deducted in the calculation of Consolidated Net Income, but without duplication): any provision for income taxes ___________ Interest expense (whether cash or non-cash) deducted in the determination ___________ of Consolidated Net Income, including interest expense with respect to any Funded Debt and interest expense that has been capitalized depreciation and amortization ___________ amortized debt discount (but in the case of amortization and expenses of Related Transactions, only to the extent included in the Pro Forma) ___________ any deduction as the result of any grant to any members of the management of Holdings or any of its Subsidiaries of any Stock ___________ loss from extraordinary items ___________ any loss arising from the sale, exchange or other disposition of assets (including Equipment) out of the ordinary course of business, other than Accounts and Inventory ___________ any other non-cash losses (other than non-cash losses relating to write-offs, write-downs or reserves with respect to Accounts and Inventory) ___________ expenses of the Related Transactions, provided that such expenses were included in the Pro Forma, or disclosed in any notes thereto ___________ employee severance expenses and retention bonuses in an aggregate amount not to exceed $2,600,000 paid on or prior to December 31, 2007 which expenses arose as a result of the transactions contemplated by the Merger Agreement for all periods ending on or after the Closing Date Other agreed to adjustments ___________ PLUS: Pro Forma Cost Savings(1) ___________ EBITDA(2) $__________ ==========THE TERMS OF THIS AGREEMENT WILL VARY SUBSTANTIALLY FOR ASSIGNMENTS OF 100% OF A LENDER'S COMMITMENTS AS OPPOSED TO PARTIAL ASSIGNMENT]