IN A PROHIBITED
TRANSACTION WITH ANY PLAN, BENEFIT ARRANGEMENT, OR MULTIEMPLOYER PLAN WHICH,
ALONE OR IN CONJUNCTION WITH ANY OTHER CIRCUMSTANCE OR SET OF CIRCUMSTANCES,
WOULD RESULT IN A MATERIAL LIABILITY UNDER ERISA OR OTHERWISE VIOLATE ERISA IN A
MATERIAL RESPECT.
(L)
FISCAL YEAR.
SUCH APPLICANT SHALL NOT, AND SHALL NOT PERMIT ANY
SUBSIDIARY OF SUCH APPLICANT TO, CHANGE ITS FISCAL YEAR FROM THE TWELVE-MONTH
PERIOD BEGINNING JANUARY 1 AND ENDING DECEMBER 31 UNLESS SUCH APPLICANT HAS (I)
PROVIDED THIRTY (30) DAYS' PRIOR WRITTEN NOTICE TO THE BANK OF THE PROPOSED
CHANGE ACCOMPANIED BY AN EXPLANATION IN REASONABLE DETAIL OF THE EFFECT THEREOF
ON SUCH APPLICANT AND ITS SUBSIDIARIES IN GENERAL AND ON SUCH APPLICANT'S OR ITS
MATERIAL SUBSIDIARY'S FINANCIAL REPORTING AND COVENANT COMPLIANCE HEREUNDER, AND
(II) AGREED TO AMEND THE COVENANTS CONTAINED HEREIN (INCLUDING THE FINANCIAL
COVENANTS SET FORTH BELOW) IF REASONABLY REQUESTED BY THE BANK TO MAINTAIN THE
CONTINUITY OF THE SUCH COVENANTS.
(M)
MAXIMUM DEBT TO TOTAL CAPITALIZATION RATIO.
HOLDINGS SHALL NOT
PERMIT AT ANY TIME THE RATIO OF CONSOLIDATED DEBT TO TOTAL CAPITALIZATION OF TO
BE GREATER THAN 0.30 TO 1.0.
(N)
MINIMUM NET WORTH.
HOLDINGS SHALL NOT PERMIT AT ANY TIME ITS
CONSOLIDATED NET WORTH TO BE LESS THAN SEVENTY-FIVE PERCENT (75%) OF THE
CONSOLIDATED NET WORTH OF HOLDINGS AS OF JUNE 30, 2004.
34
(O)
INTEREST COVERAGE RATIO.
HOLDINGS WILL NOT PERMIT THE
CONSOLIDATED INTEREST COVERAGE RATIO FOR ANY TEST PERIOD ENDING ON THE LAST DAY
OF A FISCAL QUARTER OF HOLDINGS TO BE LESS THAN 2.50 TO 1.0.
10.
Reporting Requirements.
Subject to the provisions of Section 11
of this Agreement each Applicant covenants and agrees that until the Bank has no
obligation to issue Credits, no Credit is outstanding and all of the Obligations
have been satisfied, such Applicant shall furnish or cause to be furnished to
the Bank:
(A)
QUARTERLY FINANCIAL STATEMENTS.
AS SOON AS AVAILABLE AND IN ANY
EVENT WITHIN FORTY-FIVE (45) CALENDAR DAYS AFTER THE END OF EACH OF THE FIRST
THREE FISCAL QUARTERS IN EACH FISCAL YEAR, THE FORM 10-Q OF HOLDINGS AS FILED
WITH THE SEC AND SEPARATE FINANCIAL STATEMENTS OF EACH OF HOLDINGS, AGRI AND
AGRO, EACH CONSISTING OF A CONSOLIDATED BALANCE SHEET AS OF THE END OF SUCH
FISCAL QUARTER AND RELATED CONSOLIDATED STATEMENTS OF INCOME, STOCKHOLDERS'
EQUITY, AND CASH FLOWS FOR THE FISCAL QUARTER THEN ENDED AND THE FISCAL YEAR
THROUGH THAT DATE, ALL IN REASONABLE DETAIL AND CERTIFIED (SUBJECT TO NORMAL
YEAR-END AUDIT ADJUSTMENTS) BY THE CHIEF EXECUTIVE OFFICER, PRESIDENT, CHIEF
FINANCIAL OFFICER, TREASURER, OR ASSISTANT TREASURER OF HOLDINGS, AGRI OR AGRO,
AS THE CASE MAY BE, AS HAVING BEEN PREPARED (I) AS TO THE FINANCIAL STATEMENTS
OF HOLDINGS, IN ACCORDANCE WITH GAAP, CONSISTENTLY APPLIED, AND (II) AS TO THE
FINANCIAL STATEMENTS OF AGRI AND AGRO, AS HAVING BEEN PREPARED IN ACCORDANCE
WITH STATUTORY ACCOUNTING PRINCIPLES REQUIRED BY THE APPLICANT JURISDICTIONS
THEREOF.
(B)
ANNUAL FINANCIAL STATEMENTS.
AS SOON AS AVAILABLE AND IN ANY
EVENT WITHIN NINETY (90) DAYS AFTER THE END OF