THAN THE RATIO SET FORTH BELOW
OPPOSITE SUCH DATE:
Fiscal Year
March 31
June 30
September 30
December 31
2007
-
-
- -
5.3:1
2008
5.3:1
5.3:1
5.25:1
5.0:1
2009
4.5:1
4.5:1
4.25:1
4.25:1
2010
3.5:1
3.5:1
3.5:1
3.5:1
Thereafter
3.0:1
3.0:1
3.0:1
3.0:1
(b)
Fixed Charge Coverage Ratio.
Permit the Fixed Charge Coverage
Ratio for any Test Period to be less than the ratio set forth below opposite the
last day of such Test Period:
Fiscal Year
March 31
June 30
September 30
December 31
2007
-
-
-
0.9:1
2008
0.9:1
0.9:1
1.0:1
1.0:1
Thereafter
1.0:1
1.0:1
1.0:1
1.0:1
SECTION 7.12
ACCOUNTING CHANGES.
MAKE ANY CHANGE IN FISCAL YEAR;
PROVIDED, HOWEVER, THAT THE BORROWER MAY, UPON WRITTEN NOTICE TO THE
ADMINISTRATIVE AGENT, CHANGE ITS FISCAL YEAR TO ANY OTHER FISCAL YEAR REASONABLY
ACCEPTABLE TO THE ADMINISTRATIVE AGENT, IN WHICH CASE, THE BORROWER AND THE
ADMINISTRATIVE AGENT WILL, AND ARE HEREBY AUTHORIZED BY THE LENDERS TO, MAKE ANY
ADJUSTMENTS TO THIS AGREEMENT THAT ARE NECESSARY TO REFLECT SUCH CHANGE IN
FISCAL YEAR.
SECTION 7.13
PREPAYMENTS, ETC. OF INDEBTEDNESS.
(A)
PREPAY, REDEEM, PURCHASE, DEFEASE OR OTHERWISE SATISFY PRIOR TO
THE SCHEDULED MATURITY THEREOF IN ANY MANNER (IT BEING UNDERSTOOD THAT PAYMENTS
OF REGULARLY SCHEDULED INTEREST SHALL BE PERMITTED) ANY SUBORDINATED
INDEBTEDNESS INCURRED UNDER SECTION 7.03(H) OR ANY OTHER INDEBTEDNESS THAT IS
REQUIRED TO BE SUBORDINATED TO THE OBLIGATIONS PURSUANT TO THE TERMS OF THE LOAN
DOCUMENTS (COLLECTIVELY, "JUNIOR FINANCING") OR MAKE ANY PAYMENT IN VIOLATION OF
ANY SUBORDINATION TERMS OF ANY JUNIOR FINANCING DOCUMENTATION, EXCEPT (I) THE
REFINANCING THEREOF WITH THE NET CASH PROCEEDS OF ANY INDEBTEDNESS (TO THE
EXTENT SUCH INDEBTEDNESS CONSTITUTES A PERMITTED REFINANCING AND, IF APPLICABLE,
IS PERMITTED PURSUANT TO SECTION 7.03(H)), TO THE EXTENT NOT REQUIRED TO PREPAY
ANY LOANS OR FACILITY PURSUANT TO SECTION 2.05(B), OR OF ANY INDEBTEDNESS OF THE
BORROWER, (II) THE CONVERSION OF ANY JUNIOR FINANCING TO EQUITY INTERESTS (OTHER
THAN DISQUALIFIED EQUITY INTERESTS) OF THE BORROWER, (III) THE PREPAYMENT OF
INDEBTEDNESS OF THE
117
BORROWER OR ANY RESTRICTED SUBSIDIARY TO THE BORROWER OR ANY RESTRICTED
SUBSIDIARY TO THE EXTENT PERMITTED BY THE COLLATERAL DOCUMENTS AND (IV)
PREPAYMENTS, REDEMPTIONS, PURCHASES, DEFEASANCES AND OTHER PAYMENTS IN RESPECT
OF JUNIOR FINANCINGS PRIOR TO THEIR SCHEDULED MATURITY IN AN AGGREGATE AMOUNT,
TOGETHER WITH THE AGGREGATE AMOUNT OF RESTRICTED PAYMENTS MADE BY THE BORROWER
AND ITS SUBSIDIARIES (II) THE AMOUNT OF THE NET CASH PROCEEDS OF PERMITTED
EQUITY ISSUANCES
(OTHER THAN PERMITTED EQUITY ISSUANCES MADE PURSUANT TO
SECTION 8.05) MADE WITHIN EIGHTEEN (18) MONTHS PRIOR THERETO THAT ARE NOT
OTHERWISE APPLIED AND (III) IF, AS OF THE LAST DAY OF THE IMMEDIATELY PRECEDING
TEST PERIOD (AFTER GIVING PRO FORMA EFFECT TO SUCH PREPAYMENTS, REDEMPTIONS,
PURCHASES, DEFEASANCES AND OTHER PAYMENTS) THE TOTAL LEVERAGE RATIO IS 3.25:1 OR
LESS, THE AMOUNT OF CUMULATIVE EXCESS CASH FLOW THAT IS NOT OTHERWISE APPLIED;
AND
(B)
AMEND, MODIFY OR CHANGE IN ANY MANNER MATERIALLY ADVERSE TO THE
INTERESTS OF THE LENDERS ANY TERM OR CONDITION OF ANY JUNIOR FINANCING
DOCUMENTATION