AGREEMENT
IN THE EVENT THE NECESSARY CERTIFICATION(S) IS (ARE) PROVIDED TO THE
ADMINISTRATIVE AGENT BY NO LATER THAN THE THIRTIETH (30TH) DAY FOLLOWING THE
DATE(S) SUCH CERTIFICATION(S) WAS (WERE) TO HAVE BEEN FURNISHED PURSUANT TO THIS
AGREEMENT. HOWEVER, SHOULD SUCH FAILURE CONTINUE FOLLOWING SAID THIRTIETH (30TH)
DAY, ANY AND ALL REVOLVING CREDIT LOANS BASED UPON ELIGIBLE INVENTORY SHALL THEN
NO LONGER BE INCLUDED UNDER THIS AGREEMENT WITHIN THE BORROWING BASE AND THE
MAXIMUM AMOUNT OF REVOLVING CREDIT LOANS SHALL BE REDUCED ACCORDINGLY.
All such financial statements shall be complete and correct in all material
respects and shall be prepared in reasonable detail and in accordance with GAAP
applied consistently throughout the periods reflected therein and with prior
periods (except as approved by such accountants or officer, as the case may be,
and disclosed therein).
46
CERTIFICATES; OTHER INFORMATION.
Furnish to the Administrative Agent:
WITHIN FIFTEEN (15) DAYS OF THE LAST BUSINESS DAY OF EACH FISCAL MONTH: (I) A
BORROWING BASE CERTIFICATE FOR EACH BORROWER, (II) AN AGING OF ACCOUNTS PAYABLE
AND ACCOUNTS RECEIVABLE AS OF THE LAST DAY OF THE PRIOR MONTH AND IN SUCH FORM
AND DETAIL AS THE ADMINISTRATIVE AGENT MAY REASONABLY REQUEST THAT IS CONSISTENT
WITH THE BORROWER'S ACCOUNTING PRACTICES AS IN EFFECT AS OF THE CLOSING DATE,
PROVIDED THAT SUCH ACCOUNTING PRACTICES REMAIN IN CONFORMANCE WITH GAAP,
TOGETHER WITH A REPORT RECONCILING ACCOUNTS TO SUCH BORROWERS' GENERAL LEDGER,
THE LAST BORROWING BASE CERTIFICATE AND FINANCIAL STATEMENTS OF THE APPLICABLE
MONTH; AND (III) AN UPDATED LISTING OF ALL INVENTORY OF EACH BORROWER, INCLUDING
DETAILS OF ALL INVENTORY NOT IN BORROWER'S POSSESSION, TOGETHER WITH REPORT
RECONCILING INVENTORY TO SUCH BORROWER'S GENERAL LEDGER ON AN AGGREGATED BASIS
(VERSUS A LOCATION BY LOCATION BASIS), THE LAST BORROWING BASE CERTIFICATE AND
FINANCIAL STATEMENTS OF THE APPLICABLE MONTH.
PROMPTLY AFTER THE END OF EACH CALENDAR QUARTER AND TOGETHER WITH THE UNAUDITED
BALANCE SHEETS REQUIRED TO BE DELIVERED UNDER SECTION 8.1(B), A CERTIFICATE OF A
RESPONSIBLE OFFICER CERTIFYING THAT, (I) SUCH UNAUDITED BALANCE SHEETS ARE
ACCURATE AND COMPLETE, (II) AS AT THE END OF SUCH CALENDAR QUARTER, IF
APPLICABLE, IT WAS IN COMPLIANCE WITH ALL OF THE COVENANTS SET FORTH IN SECTION
9.1 HEREOF, AND (III) NO EVENT OF DEFAULT HAS OCCURRED UNDER THE SENIOR NOTES
INDENTURE AND (IV) THAT NO OTHER DEFAULT OR EVENT OF DEFAULT HAS OCCURRED, WHICH
CERTIFICATE SHALL BE IN THE FORM OF EXHIBIT S HERETO, AND SHALL BE ACCOMPANIED
BY A SCHEDULE WHICH SETS FORTH IN REASONABLE DETAIL (AS DETERMINED IN GOOD FAITH
BY THE ADMINISTRATIVE AGENT) THE FOLLOWING INFORMATION: (A) FIXED CHARGE
COVERAGE RATIO CALCULATIONS, (B) ALL PERMITTED ACQUISITIONS, (C) ALL CAPITAL
STOCK REPURCHASES, (D) ALL INVESTMENTS PERMITTED UNDER THIS AGREEMENT, AND
(E)
ALL DEBT REDEMPTIONS.
NO MORE THAN NINETY (90) DAYS AFTER THE BEGINNING OF EACH OF SMI AND ITS
CONSOLIDATED SUBSIDIARIES' FISCAL YEARS BEGINNING WITH ITS NEXT FISCAL YEAR, A
QUARTER BY QUARTER PROJECTED OPERATING BUDGET AND CASH FLOW OF SMI AND ITS
CONSOLIDATED SUBSIDIARIES FOR SUCH FISCAL YEAR (INCLUDING AN INCOME STATEMENT
FOR