OF THE BORROWER; OR (C) WITHOUT THE PRIOR WRITTEN
CONSENT OF THE BANKS, ACQUIRE ALL OR SUBSTANTIALLY ALL OF THE ASSETS (OR A
DIVISION) OR CAPITAL STOCK (OR OTHER EQUITY) OF ANY PERSON, PROVIDED THAT THE
BORROWER MAY MAKE ACQUISITIONS ("PERMITTED ACQUISITIONS") SO LONG AS (I) THE
BORROWER SHALL BE IN COMPLIANCE WITH ALL REPRESENTATIONS, WARRANTIES AND
COVENANTS SET FORTH IN THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BEFORE AND
AFTER GIVING EFFECT TO EACH PROPOSED ACQUISITION, (II) THE BORROWER SHALL THEN
HAVE AT LEAST $5,000,000 IN AVAILABILITY IN REVOLVING CREDIT LOANS, AFTER GIVING
EFFECT TO THE PROPOSED ACQUISITION, (III) THE ENTITY TO BE ACQUIRED BY THE
BORROWER SHALL BE IN THE CARD AND COIN-OPERATED LAUNDRY BUSINESS AND ITS
OPERATIONS SHALL BE LOCATED IN OR ADJACENT TO THE BORROWER'S EXISTING MARKETS,
(IV) THE ENTITY TO BE ACQUIRED BY THE BORROWER SHALL HAVE POSITIVE EBITDA FOR AT
LEAST THE 12-MONTH PERIOD PRIOR TO THE ACQUISITION, SUCH THAT THE ACQUISITION
SHALL BE DEEMED ACCRETIVE BY THE LENDERS, (V) ANY ACQUISITION OR COMBINATION OF
ACQUISITIONS WITH AGGREGATE CONSIDERATION IN EXCESS OF $15,000,000 SHALL REQUIRE
THE PRIOR WRITTEN CONSENT OF THE MAJORITY BANKS, AND (VI) FOR COVENANT PURPOSES,
THE BORROWER MAY MAKE PROFORMA ADJUSTMENTS TO THE EBITDA CALCULATIONS SET FORTH
HEREIN OF ANY SUCH ACQUIRED ENTITIES BASED ON IDENTIFIED COST IMPROVEMENTS,
SUBJECT TO THE AGENT'S SATISFACTORY REVIEW IN ITS REASONABLE DISCRETION OF SUCH
ADJUSTMENTS.
56
6.6.
MAXIMUM TOTAL LEVERAGE.
THE BORROWER SHALL
NOT AT ANY TIME PERMIT THE FUNDED DEBT RATIO OF THE BORROWER AFFILIATED GROUP AS
AT THE LAST DAY OF ANY FISCAL QUARTER IN ANY FISCAL PERIOD IDENTIFIED BELOW TO
BE GREATER THAN THE 3.00 TO 1.00 AT ANY TIME.
6.7.
[INTENTIONALLY OMITTED].
6.8.
[INTENTIONALLY OMITTED].
6.9.
MINIMUM DEBT SERVICE COVERAGE.
THE BORROWER
SHALL MAINTAIN DEBT SERVICE COVERAGE OF AT LEAST 1.20 TO 1.00 AT ALL TIMES.
6.10.
MINIMUM NET WORTH.
THE BORROWER SHALL NOT AT ANY
TIME PERMIT THE CONSOLIDATED NET WORTH OF THE BORROWER AFFILIATED GROUP TO BE
LESS THAN $62,500,000, PLUS, ON A CUMULATIVE BASIS, AN AMOUNT EQUAL TO 50% OF
THE NET AFTER TAX PROFIT OF THE BORROWER AFFILIATED GROUP EARNED IN EACH FISCAL
QUARTER (COMMENCING WITH THE FISCAL QUARTER ENDING SEPTEMBER 30, 2003).
6.11.
MAXIMUM CAPITAL EXPENDITURES AND PREPAID COMMISSION
EXPENSES.
THE SUM OF CAPITAL EXPENDITURES MADE, AND PREPAID COMMISSION EXPENSES
PAID, BY THE BORROWER AFFILIATED GROUP, IN THE AGGREGATE, SHALL NOT EXCEED
$17,500,000 IN ANY FISCAL YEAR, PROVIDED THAT THE FOREGOING LIMITATION SHALL NOT
APPLY TO ANY CAPITAL EXPENDITURES MADE BY THE BORROWER FOR ANY ACQUIRED ENTITIES
IN CONNECTION WITH PERMITTED ACQUISITIONS FOR THE FIRST TWELVE (12) MONTHS
IMMEDIATELY FOLLOWING EACH SUCH ACQUISITION.
6.12.
RESTRICTED PAYMENTS.
THE BORROWER SHALL NOT, NOR
SHALL PERMIT ANY OTHER MEMBER OF THE BORROWER AFFILIATED GROUP TO, PAY, MAKE OR
DECLARE ANY RESTRICTED PAYMENT.
NOTWITHSTANDING THE FOREGOING, (I) THE BORROWER
MAY MAKE REGULARLY SCHEDULED PAYMENTS ON THE EXISTING DEBT AND THE SELLER
SUBORDINATED DEBT (EACH AS IN EFFECT ON THE CLOSING DATE) TO THE EXTENT NO
DEFAULT OR EVENT OF