through September 27, 2003
4.00:1.00
September 28, 2003 and thereafter
3.75:1.00
SECTION 7.14.
INTEREST EXPENSE COVERAGE RATIO.
THE BORROWER SHALL NOT PERMIT
THE RATIO OF (I) CONSOLIDATED EBITDA TO (II) CONSOLIDATED INTEREST EXPENSE, IN
EACH CASE FOR THE PERIOD OF FOUR CONSECUTIVE FISCAL QUARTERS ENDING DURING ANY
PERIOD SET FORTH BELOW TO BE LESS THAN THE RATIO SET FORTH OPPOSITE SUCH PERIOD:
Period
Ratio
Effective Date through June 28, 2003
3.00:1.00
June 29, 2003 and thereafter
3.25:1.00
ARTICLE VIII
EVENTS OF DEFAULT
SECTION 8.01.
EVENTS OF DEFAULT.
THE TERM "EVENT OF DEFAULT" SHALL MEAN ANY OF
THE EVENTS SET FORTH IN THIS SECTION 8.01.
(A)
NON‐PAYMENT.
THE BORROWER SHALL (I) FAIL TO PAY WHEN AND AS REQUIRED TO BE
PAID HEREIN, ANY AMOUNT OF PRINCIPAL OF ANY LOAN; OR (II) FAIL TO PAY WITHIN
THREE BUSINESS DAYS AFTER THE SAME SHALL BECOME DUE AND PAYABLE, ANY AMOUNT OF
INTEREST ON ANY LOAN OR ANY FEE OR OTHER AMOUNT PAYABLE HEREUNDER OR UNDER ANY
OTHER LOAN DOCUMENT OR ANY OTHER OBLIGATION;
(B)
REPRESENTATIONS AND WARRANTIES.
ANY REPRESENTATION OR WARRANTY MADE BY THE
BORROWER IN THIS AGREEMENT OR IN ANY OTHER LOAN DOCUMENT, OR WHICH IS CONTAINED
IN ANY CERTIFICATE, DOCUMENT OR FINANCIAL OR OTHER STATEMENT DELIVERED AT ANY
TIME UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT SHALL
PROVE TO HAVE BEEN INCORRECT OR UNTRUE IN ANY MATERIAL RESPECT WHEN MADE OR
DEEMED MADE;
(C)
SPECIFIC DEFAULTS.
THE BORROWER SHALL FAIL TO PERFORM OR OBSERVE ANY TERM,
COVENANT OR AGREEMENT CONTAINED IN ARTICLE VII OR SECTION 6.02, 6.05 (WITH
RESPECT TO THE BORROWER'S EXISTENCE), OR 6.10(B);
(D)
OTHER DEFAULTS.
THE BORROWER SHALL FAIL TO PERFORM OR OBSERVE ANY OTHER
TERM OR COVENANT CONTAINED IN THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, AND
SUCH DEFAULT
101
SHALL CONTINUE UNREMEDIED FOR A PERIOD OF 30 DAYS AFTER THE DATE UPON WHICH
WRITTEN NOTICE THEREOF SHALL HAVE BEEN GIVEN TO THE BORROWER BY THE
ADMINISTRATIVE AGENT;
(E)
DEFAULT UNDER OTHER AGREEMENTS.
ANY DEFAULT SHALL OCCUR UNDER THE
FIVE‐YEAR CREDIT AGREEMENT, THE THREE-YEAR CREDIT AGREEMENT, THE RECEIVABLES
FACILITY OR UNDER ANY OTHER INDEBTEDNESS OF THE BORROWER (OTHER THAN ANY DEFAULT
UNDER ANY AGREEMENT TO WHICH THE BORROWER AND ONE OR MORE LENDERS ARE PARTY TO
THE EXTENT SUCH DEFAULT RESULTS FROM THE TRANSFER OR PLEDGE OF EXCESS MARGIN
STOCK) OR ANY OF ITS SUBSIDIARIES HAVING AN AGGREGATE OUTSTANDING PRINCIPAL
AMOUNT OF $10,000,000 OR MORE OR UNDER ONE OR MORE HEDGING AGREEMENTS OF THE
BORROWER OR ANY OF ITS SUBSIDIARIES RESULTING IN AGGREGATE NET OBLIGATIONS OF
$10,000,000 OR MORE AND SUCH DEFAULT SHALL:
(I) CONSIST OF THE FAILURE TO PAY ANY INDEBTEDNESS WHEN DUE (WHETHER AT
SCHEDULED MATURITY, BY REQUIRED PREPAYMENT, ACCELERATION, DEMAND OR OTHERWISE)
AFTER GIVING EFFECT TO ANY APPLICABLE GRACE OR NOTICE PERIOD; OR
(II) RESULT IN, OR CONTINUE UNREMEDIED FOR A PERIOD OF TIME SUFFICIENT TO
PERMIT, THE ACCELERATION OF SUCH INDEBTEDNESS OR THE EARLY TERMINATION OF SUCH
HEDGING AGREEMENT;
(F)
BANKRUPTCY OR INSOLVENCY.
THE BORROWER OR ANY