OPERATION OF LAW IN THE
ORDINARY COURSE OF BUSINESS;
(J)
INVESTMENTS TO CONSUMMATE ACQUISITIONS PERMITTED BY SECTION 11.4;
(K)
INVESTMENTS LISTED ON SCHEDULE 11.10 AS OF THE CLOSING DATE; AND
(L)
OTHER INVESTMENTS, IN ADDITION TO THE INVESTMENTS LISTED ABOVE IN
AN AGGREGATE OUTSTANDING AMOUNT NOT AT ANY TIME EXCEEDING $2,000,000;
provided that (x) any Investment which when made complies with the requirements
of the definition of the term "Cash Equivalent Investment" may continue to be
held notwithstanding that such Investment if made thereafter would not comply
with such requirements; (y) no Investment otherwise permitted by clause (b),
(c), or (g) shall be permitted to be made if, immediately before or after giving
effect thereto, any Event of Default or Unmatured Event of Default exists.
11.11
FISCAL YEAR.
NOT CHANGE ITS FISCAL YEAR.
48
11.12
FINANCIAL COVENANTS.
11.12.1
TOTAL NET LEVERAGE RATIO.
NOT PERMIT THE TOTAL NET LEVERAGE RATIO AS
OF THE LAST DAY OF ANY COMPUTATION PERIOD TO EXCEED 3.0
TO 1.0.
11.12.2
FIXED CHARGE COVERAGE RATIO.
NOT PERMIT THE FIXED CHARGE COVERAGE
RATIO AS OF THE LAST DAY OF ANY COMPUTATION PERIOD TO BE LESS THAN 2.0 TO 1.0.
11.13
SIGNING AND PERFORMANCE BONUSES.
NOT, AND NOT PERMIT ANY OTHER LOAN
PARTY TO, PAY ANY SIGNING AND PERFORMANCE BONUS UNLESS (I) SUCH SIGNING AND
PERFORMANCE BONUS IS PAID IN ACCORDANCE WITH THE TERMS OF AN AGREEMENT IN EFFECT
ON THE CLOSING DATE, AS SUCH AGREEMENT IS IN EFFECT ON THE CLOSING DATE, OR (II)
SUCH SIGNING AND PERFORMANCE BONUS IS BEING PAID PURSUANT TO THE TERMS OF ANY
OTHER AGREEMENT AND (X) THE AGGREGATE AMOUNT OF ALL SUCH SIGNING AND PERFORMANCE
BONUSES PAID IN THE MOST RECENT 12 MONTH PERIOD DOES NOT EXCEED 50% OF EBITDA
FOR SUCH 12 MONTH PERIOD, (Y) NO UNMATURED EVENT OF DEFAULT OR EVENT OF DEFAULT
WOULD OCCUR AFTER GIVING PRO FORMA EFFECT TO THE PAYMENT OF SUCH SIGNING AND
PERFORMANCE BONUS AND (Z) THE CONDITIONS SPECIFIED IN CLAUSES (D) AND (J) OF
SECTION 11.4(C)(VI) SHALL HAVE BEEN SATISFIED.
SECTION 12
EFFECTIVENESS; CONDITIONS OF LENDING, ETC.
THE OBLIGATION OF EACH LENDER TO MAKE ITS LOANS AND OF EACH ISSUING LENDER TO
ISSUE LETTERS OF CREDIT IS SUBJECT TO THE FOLLOWING CONDITIONS PRECEDENT:
12.1
INITIAL CREDIT EXTENSION.
THE OBLIGATION OF THE LENDERS TO MAKE
THE INITIAL LOANS AND THE OBLIGATION OF THE ISSUING LENDER TO ISSUE ITS INITIAL
LETTER OF CREDIT (WHICHEVER FIRST OCCURS) IS, IN ADDITION TO THE CONDITIONS
PRECEDENT SPECIFIED IN SECTION 12.2, SUBJECT TO THE CONDITIONS PRECEDENT THAT
(A) ALL LIENS SECURING THE COMPANY'S OBLIGATIONS UNDER THE EXISTING CREDIT
AGREEMENT HAVE BEEN (OR CONCURRENTLY WITH THE INITIAL BORROWING WILL BE)
TERMINATED AND (B) THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED ALL OF THE
FOLLOWING, EACH DULY EXECUTED AND DATED THE CLOSING DATE (OR SUCH EARLIER DATE
AS SHALL BE SATISFACTORY TO THE ADMINISTRATIVE AGENT), IN FORM AND SUBSTANCE
SATISFACTORY TO THE ADMINISTRATIVE AGENT (AND THE DATE ON WHICH ALL SUCH
CONDITIONS PRECEDENT HAVE BEEN SATISFIED OR WAIVED IN WRITING BY THE