Agreement, the undersigned officer of
Borrower hereby certifies that:
24.
THE FINANCIAL INFORMATION OF BORROWER FURNISHED IN SCHEDULE 1 ATTACHED
HERETO, HAS BEEN PREPARED IN ACCORDANCE WITH GAAP (EXCEPT FOR YEAR-END
ADJUSTMENTS AND THE LACK OF FOOTNOTES, IN THE CASE OF FINANCIAL STATEMENTS
DELIVERED UNDER SECTION 6.3(A) OF THE LOAN AGREEMENT) AND FAIRLY PRESENTS THE
FINANCIAL CONDITION OF BORROWER.
25.
SUCH OFFICER HAS REVIEWED THE TERMS OF THE LOAN AGREEMENT AND HAS MADE, OR
CAUSED TO BE MADE UNDER HIS/HER SUPERVISION, A REVIEW IN REASONABLE DETAIL OF
THE TRANSACTIONS AND CONDITION OF BORROWER DURING THE ACCOUNTING PERIOD COVERED
BY THE FINANCIAL STATEMENTS DELIVERED PURSUANT TO SECTION 6.3 OF THE LOAN
AGREEMENT.
26.
SUCH REVIEW HAS NOT DISCLOSED THE EXISTENCE ON AND AS OF THE DATE HEREOF,
AND THE UNDERSIGNED DOES NOT HAVE KNOWLEDGE OF THE EXISTENCE AS OF THE DATE
HEREOF, OF ANY EVENT OR CONDITION
95
THAT CONSTITUTES A DEFAULT OR EVENT OF DEFAULT, EXCEPT FOR SUCH CONDITIONS OR
EVENTS LISTED ON SCHEDULE 2 ATTACHED HERETO, SPECIFYING THE NATURE AND PERIOD OF
EXISTENCE THEREOF AND WHAT ACTION BORROWER HAS TAKEN, IS TAKING, OR PROPOSES TO
TAKE WITH RESPECT THERETO.
27.
BORROWER IS IN TIMELY COMPLIANCE WITH ALL REPRESENTATIONS, WARRANTIES, AND
COVENANTS SET FORTH IN THE LOAN AGREEMENT AND THE OTHER LOAN DOCUMENTS, EXCEPT
AS SET FORTH ON SCHEDULE 2 ATTACHED HERETO.
WITHOUT LIMITING THE GENERALITY OF
THE FOREGOING, BORROWER IS IN COMPLIANCE WITH THE COVENANTS CONTAINED IN SECTION
7.20 OF THE LOAN AGREEMENT AS DEMONSTRATED ON SCHEDULE 3 HEREOF.
IN WITNESS WHEREOF, this Compliance Certificate is executed by the undersigned
this
day of
,
.
CUTTER & BUCK INC.,
a Washington corporation, as Borrower
By:
Name:
Title:
96
SCHEDULE 3
27.1
Minimum Tangible Net Worth.
(a)
The Tangible Net Worth of Borrower, as of the last day of the fiscal
quarter ending
,
, is calculated as follows:
(i)
Borrower's total stockholder equity at
book value:
$
(ii)
All Intangible Assets of Borrower:
$
(iii)
All amounts due to Borrower from Affiliates,
calculated on a consolidated basis:
$
Item (i) minus Item (ii) minus
Item (iii) (= Tangible Net Worth)
$
(b)
The Tangible Net Worth set forth above [is/is not] greater than or equal to
the amount set forth in Section 7.20(a)(i) of the Loan Agreement for the
corresponding period.
27.2
Minimum Working Capital.
(a)
The Working Capital of Borrower, as of the
last day of the fiscal quarter ending
,
, is
calculated as follows:
(i)
Borrower's current assets:
$
(ii)
Borrower's current liabilities:
$
Item (i) minus Item (ii)
(= Working Capital):
$
(b)
The Working Capital set forth above [is/is
not] greater than or equal to the amount set forth in Section 7.20(a)(ii) of the
Loan Agreement for the corresponding period.
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27.3
Maximum Capital Expenditures.
(a)
The aggregate amount of capital
expenditures made or committed to be made to date in the current fiscal year is
$
.
(b)
The aggregate amount set forth above [is/is
not] less than or equal