pledge relates to the property financed by or the subject of such
Indebtedness; or (b) requires the grant of a Lien to secure an obligation of
such Person if a Lien is granted to secure another obligation of such Person.
7.10
Use of Proceeds.
Use the proceeds of any Credit Extension, whether
directly or indirectly, and whether immediately, incidentally or ultimately, to
purchase or carry margin stock (within the meaning of Regulation U of the FRB)
or to extend credit to others for the purpose of purchasing or carrying margin
stock or to refund indebtedness originally incurred for such purpose.
7.11
Financial Covenants.
(A)
CONSOLIDATED LEVERAGE RATIO.
PERMIT THE CONSOLIDATED LEVERAGE RATIO AT
ANY TIME DURING ANY PERIOD OF FOUR FISCAL QUARTERS OF HOLDINGS SET FORTH BELOW
TO BE GREATER THAN THE RATIO SET FORTH BELOW OPPOSITE SUCH PERIOD:
Four Fiscal Quarters Ending
Maximum Consolidated Leverage
Ratio
Closing Date through March 31, 2008
3.75:1.00
April 1, 2008 through December 31, 2008
3.25:1.00
January 1, 2009 and each fiscal quarter ending thereafter
2.75:1.00
(B)
CONSOLIDATED FIXED CHARGE COVERAGE RATIO.
PERMIT THE CONSOLIDATED
FIXED CHARGE COVERAGE RATIO AS OF THE END OF ANY FISCAL QUARTER OF HOLDINGS TO
BE LESS THAN 1.25 TO 1.00.
(C)
CONSOLIDATED MEMBERSHIP.
(I) PERMIT THE AGGREGATE MEMBERSHIP OF
THE LOAN PARTIES, AS OF THE END OF ANY CALENDAR MONTH TO BE LESS THAN 95% OF
SUCH AGGREGATE MEMBERSHIP AS OF THE END OF THE PREVIOUS CALENDAR MONTH OR PERMIT
THE AGGREGATE MEMBERSHIP OF THE LOAN PARTIES, FOR ANY FISCAL QUARTER TO BE LESS
THAN 95% OF THE AGGREGATE MEMBERSHIP FROM THE PRIOR FISCAL QUARTER UNLESS ANY
SUCH DECLINE SHALL HAVE RESULTED FROM THE BORROWERS' TERMINATION OF AN EXISTING
CONTRACT AND THE BORROWERS (A) SHALL HAVE PROVIDED THE ADMINISTRATIVE AGENT WITH
NOTICE OF SUCH TERMINATION OF SUCH CONTRACT CONTEMPORANEOUSLY WITH THE DELIVERY
OF SUCH NOTICE TO THE COUNTERPARTY AND (B) SHALL HAVE DELIVERED TO
ADMINISTRATIVE AGENT, PRIOR TO GIVING THE NOTICE OF TERMINATION, PROJECTIONS
SATISFACTORY TO THE REQUIRED LENDERS CONFIRMING THAT
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THE BORROWERS WILL REMAIN IN COMPLIANCE WITH THIS AGREEMENT AND THAT SUCH
TERMINATION WILL NOT IMPAIR THE BORROWERS' ABILITY TO REPAY ITS OBLIGATIONS
HEREUNDER; OR (II) PERMIT THE AGGREGATE MONTHLY REVENUES FOR THE LOAN PARTIES,
IN ANY CALENDAR MONTH TO BE LESS THAN 95% OF THE AVERAGE AGGREGATE MONTHLY
REVENUES FOR THE CONSECUTIVE THREE-MONTH PERIOD ENDING AS OF SUCH MONTH, OR
PERMIT THE AGGREGATE REVENUE FOR ANY FISCAL QUARTER OF THE LOAN PARTIES, TO BE
LESS THAN 95% OF THE AGGREGATE REVENUE FOR THE PRECEDING FISCAL QUARTER.
7.12
Capital Expenditures.
Make or become legally obligated to make any
Capital Expenditure, except for Capital Expenditures in the ordinary course of
business not exceeding $7,000,000 (the "Maximum Capital Expenditure"), in the
aggregate for the Borrowers and their respective Subsidiaries during each fiscal
year; provided, however, that so long as no Default has occurred and is
continuing or would result from such expenditure, any portion of the Maximum
Capital Expenditure, if not expended in the fiscal year for