TYPE THAT COULD MATERIALLY ADVERSELY AFFECT THE FINANCIAL CONDITION OR
BUSINESS OPERATIONS OF THE BORROWER OR MEDACQUISITION.
(D)
COMPLIANCE CERTIFICATE.
AT THE TIME ANY
FINANCIAL STATEMENT IS REQUIRED TO BE PROVIDED TO BANK UNDER THIS AGREEMENT, THE
BORROWER WILL PROVIDE TO BANK A CERTIFICATE OF THE CONTROLLER OF THE BORROWER
SUBSTANTIALLY IN THE FORM OF EXHIBIT C ATTACHED HERETO (APPROPRIATELY
COMPLETED).
IF THAT CERTIFICATE SHOWS THAT AN EVENT OF DEFAULT OR ANY EVENT
THAT WOULD CONSTITUTE AN EVENT OF DEFAULT WITH THE PASSAGE OF TIME OR THE GIVING
OF NOTICE OR BOTH, HAS OCCURRED, THE CERTIFICATE SHALL STATE IN REASONABLE
DETAIL THE CIRCUMSTANCES SURROUNDING SUCH EVENT AND ACTION PROPOSED BY THE
BORROWER TO CURE SUCH EVENT.
(E)
KEEPING OF FINANCIAL RECORDS AND BOOKS OF
ACCOUNT.
MAINTAIN PROPER FINANCIAL RECORDS IN ACCORDANCE WITH GENERALLY
ACCEPTED ACCOUNTING PRINCIPLES CONSISTENTLY APPLIED THAT FULLY AND CORRECTLY
REFLECT ALL FINANCIAL TRANSACTIONS AND ALL ASSETS AND LIABILITIES OF THE
BORROWER AND MEDACQUISITION.
17
(F)
TANGIBLE NET WORTH.
MAINTAIN TANGIBLE
NET WORTH OF NOT LESS THAN $6,000,000.00 AT DECEMBER 31, 2003 AND OF NOT LESS
THAN $10,000,000.00 AT DECEMBER 31, 2004.
(G)
SENIOR FUNDED DEBT RATIO.
MAINTAIN AS OF
THE END OF EACH FISCAL QUARTER A SENIOR FUNDED DEBT RATIO OF NOT MORE THAN THE
FOLLOWING:
Time Period
Maximum Ratio
2004
1.25 TO 1
2005
1.15 TO 1
2003
1.50 TO 1
2006 AND THEREAFTER
1.0 TO 1
(H)
FIXED CHARGE COVERAGE RATIO.
MAINTAIN AS OF
THE END OF EACH FISCAL QUARTER A FIXED CHARGE COVERAGE RATIO OF NOT LESS THAN
1.20 TO 1.
(I)
MAINTENANCE OF INSURANCE.
MAINTAIN SUCH
INSURANCE WITH REPUTABLE INSURANCE CARRIERS AS IS NORMALLY CARRIED BY COMPANIES
ENGAGED IN SIMILAR BUSINESSES AND OWNING SIMILAR PROPERTY, AND NAME THE BANK AS
LOSS PAYEE ON ALL POLICIES INSURING PERSONAL PROPERTY IN WHICH THE BANK HAS A
SECURITY INTEREST AND PROVIDE THE BANK WITH CERTIFICATES OF INSURANCE EVIDENCING
ITS STATUS AS A LOSS PAYEE.
THE LOSS PAYEE ENDORSEMENT SHALL PROVIDE FOR
PAYMENT TO THE BANK NOTWITHSTANDING ANY ACTS OR OMISSIONS OF THE BORROWER OR
MEDACQUISITION AND SHALL REQUIRE NOTICE TO THE BANK 30 DAYS PRIOR TO THE
EXPIRATION OR CANCELLATION OF THE INSURANCE.
(J)
MAINTENANCE OF PROPERTIES, ETC.
MAINTAIN AND PRESERVE, AND CAUSE MEDACQUISITION TO MAINTAIN AND PRESERVE, ALL OF
ITS PROPERTIES THAT ARE NECESSARY OR USEFUL IN THE PROPER CONDUCT OF ITS
BUSINESS, IN GOOD WORKING ORDER AND CONDITION, ORDINARY WEAR AND TEAR EXCEPTED.
18
(K)
PAYMENT OF TAXES.
PAY, AND CAUSE
MEDACQUISITION TO PAY, ALL TAXES, ASSESSMENTS AND GOVERNMENTAL CHARGES OF ANY
KIND PAYABLE BY IT AS SUCH TAXES, ASSESSMENTS AND CHARGES BECOME DUE AND BEFORE
ANY PENALTY SHALL BE IMPOSED, EXCEPT AS THE BORROWER OR MEDACQUISITION SHALL
CONTEST IN GOOD FAITH AND BY APPROPRIATE PROCEEDINGS PROVIDING SUCH RESERVES AS
ARE REQUIRED BY GENERALLY ACCEPTED ACCOUNTING PRINCIPLES.
(L)
COMPLIANCE WITH ERISA.
CAUSE EACH PLAN
TO COMPLY AND BE ADMINISTERED IN ACCORDANCE WITH THOSE PROVISIONS OF ERISA THAT
ARE APPLICABLE TO SUCH PLAN.
(M)
MAINTENANCE OF ACCOUNTS.
MAINTAIN, AND CAUSE
MEDACQUISITION TO MAINTAIN,