based on unsatisfactory work by the Company or any of its
Subsidiaries in the Ordinary Course of Business, except that such claims shall
be included, and shall be taken into account, with respect to the other
covenants set forth in this Article VII when recognized as liabilities on the
Company's balance sheet in accordance with GAAP.
SECTION 7.05.
SYNTHETIC LEASES.
CREATE, INCUR, ASSUME, SUFFER TO EXIST, OR
OTHERWISE BE LIABLE, DIRECTLY OR INDIRECTLY, WITH RESPECT TO, ANY SYNTHETIC
LEASES, EXCEPT FOR SYNTHETIC LEASES RELATED TO TANGIBLE PROPERTY HAVING A VALUE
(DETERMINED AT THE TIME OF EACH TRANSACTION) NOT EXCEEDING $250,000,000 IN
AGGREGATE AMOUNT AT ANY TIME.
SECTION 7.06.
COMPLIANCE WITH ERISA.
TO THE EXTENT AN EVENT OR CONDITION
SPECIFIED IN THIS SECTION HAS A REASONABLE LIKELIHOOD OF HAVING A MATERIAL
ADVERSE EFFECT, (A) TERMINATE ANY PLAN SUBJECT TO TITLE IV OF ERISA, (B) PERMIT
TO EXIST ANY ERISA EVENT, (C) ENTER INTO ANY NEW PLAN OR MODIFY ANY EXISTING
PLAN SO AS TO INCREASE ITS OBLIGATIONS THEREUNDER EXCEPT IN THE ORDINARY COURSE
OF BUSINESS OR (D) PERMIT THE EXISTENCE OF UNFUNDED PENSION LIABILITIES.
SECTION 7.07.
INTEREST COVERAGE RATIO.
THE COMPANY SHALL MAINTAIN AN INTEREST
COVERAGE RATIO OF NOT LESS THAN 3.5 TO 1.0 FOR EACH PERIOD OF FOUR CONSECUTIVE
FISCAL QUARTERS, COMMENCING WITH THE FOUR FISCAL QUARTERS ENDED APRIL 30, 2002.
SECTION 7.08.
RATIO OF CONSOLIDATED FUNDED DEBT TO EBITDA.
THE COMPANY SHALL
MAINTAIN A RATIO OF CONSOLIDATED FUNDED DEBT TO EBITDA OF NOT MORE THAN (A) 2.75
TO 1.00 FOR EACH PERIOD OF FOUR CONSECUTIVE FISCAL QUARTERS, COMMENCING WITH
63
THE FOUR FISCAL QUARTERS ENDED APRIL 30, 2002 AND ENDING WITH THE FIRST FISCAL
QUARTER ENDED APRIL 30, 2004 AND (B) 3.00 TO 1.00 FOR EACH SUBSEQUENT PERIOD OF
FOUR FISCAL PERIODS.
SECTION 7.09.
ACCOUNTING CHANGES.
MAKE ANY SIGNIFICANT CHANGE IN ACCOUNTING
TREATMENT OR REPORTING PRACTICES, EXCEPT AS REQUIRED OR PERMITTED BY GAAP, OR
CHANGE THE FISCAL YEAR OF THE COMPANY OR OF ANY OF ITS SIGNIFICANT SUBSIDIARIES.
SECTION 7.10.
CHANGE IN NATURE OF BUSINESS.
MAKE ANY MATERIAL CHANGE IN THE
NATURE OF THE BUSINESS OF THE COMPANY AND ITS SUBSIDIARIES, TAKEN AS A WHOLE.
SECTION 7.11.
HEDGING AGREEMENTS.
ENTER INTO ANY HEDGING AGREEMENT, OTHER THAN
HEDGING AGREEMENTS ENTERED INTO TO HEDGE OR MITIGATE RISKS TO WHICH THE COMPANY
OR ANY OF ITS SUBSIDIARIES IS EXPOSED IN THE CONDUCT OF ITS BUSINESS OR
MANAGEMENT OF ITS ASSETS OR LIABILITIES.
ARTICLE VIII
EVENTS OF DEFAULT AND REMEDIES UPON EVENT OF DEFAULT
SECTION 8.01.
EVENTS OF DEFAULT.
THE EXISTENCE OR OCCURRENCE OF ANY ONE OR
MORE OF THE FOLLOWING EVENTS, WHATEVER THE REASON THEREFOR AND UNDER ANY
CIRCUMSTANCES WHATSOEVER, SHALL CONSTITUTE AN EVENT OF DEFAULT:
(A)
NON-PAYMENT.
ANY CREDIT PARTY FAILS TO
PAY, (I) WITHIN ONE DAY AFTER THE SAME SHALL BECOME DUE ANY AMOUNT OF PRINCIPAL
OF ANY LOAN, OR (II) WITHIN FIVE DAYS AFTER THE SAME SHALL BECOME DUE, ANY
INTEREST ON ANY LOAN, FEE OR ANY OTHER AMOUNT PAYABLE HEREUNDER OR PURSUANT TO
ANY OTHER LOAN DOCUMENT;