TO ANY LOAN
PARTY OR (III) TRANSFER ANY OF ITS ASSETS OR PROPERTIES TO ANY LOAN PARTY, OTHER
THAN (A) CUSTOMARY RESTRICTIONS AND CONDITIONS CONTAINED IN AGREEMENTS RELATING
TO THE SALE OF ALL OR A SUBSTANTIAL PART OF THE ASSETS OF ANY SUBSIDIARY PENDING
SUCH SALE, PROVIDED THAT SUCH RESTRICTIONS AND CONDITIONS APPLY ONLY TO THE
SUBSIDIARY TO BE SOLD AND SUCH SALE IS PERMITTED HEREUNDER, (B) RESTRICTIONS OR
CONDITIONS IMPOSED BY ANY AGREEMENT RELATING TO PURCHASE MONEY DEBT, CAPITAL
LEASES AND OTHER SECURED DEBT PERMITTED BY THIS AGREEMENT IF SUCH RESTRICTIONS
OR CONDITIONS APPLY ONLY TO THE PROPERTY OR ASSETS SECURING SUCH DEBT AND
(C) CUSTOMARY PROVISIONS IN LEASES AND OTHER CONTRACTS RESTRICTING THE
ASSIGNMENT THEREOF.
11.10
BUSINESS ACTIVITIES.
NOT, AND NOT PERMIT ANY OTHER LOAN PARTY TO,
ENGAGE IN ANY LINE OF BUSINESS OTHER THAN THE BUSINESSES ENGAGED IN AND
BUSINESSES REASONABLY RELATED THERETO.
11.11
SUBORDINATED DEBT DOCUMENTS.
NOT AMEND, MODIFY OR SUPPLEMENT ANY
SUBORDINATED DEBT DOCUMENT IN ANY MANNER THAT COULD AFFECT OR IMPAIR THE RIGHTS
OF THE LENDERS CONTEMPLATED IN THE SUBORDINATION AGREEMENTS OR AMEND, MODIFY OR
SUPPLEMENT THE SUBORDINATION AGREEMENTS IN ANY RESPECT, IN EACH CASE WITHOUT THE
PRIOR WRITTEN CONSENT OF THE REQUIRED LENDERS.
47
11.12
FISCAL YEAR.
NOT CHANGE ITS FISCAL YEAR.
11.13
CONTROL AGREEMENTS.
NOT FAIL TO DELIVER TO AGENT WITHIN THIRTY (30)
DAYS AFTER AGENT'S REQUEST, A CONTROL AGREEMENT FOR ANY DEPOSIT, CHECKING OR
BROKERAGE ACCOUNT OPENED OR MAINTAINED BY A LOAN PARTY.
11.14
TANGIBLE NET WORTH.
NOT PERMIT THE TANGIBLE NET WORTH OF THE
COMPANY AND THE SUBSIDIARIES TO BE:
(a)
as of the Closing Date, less than Nineteen Million One Hundred
Thousand Dollars ($19,100,000); and
(b)
as of the last Business Day of each month following the Closing
Date, the sum of the minimum Tangible Net Worth from the immediately preceding
month plus fifty percent (50%) of the net income of the month then ended, if
positive.
11.15
DEBT SERVICE COVERAGE.
AS OF THE END OF EACH FISCAL QUARTER, NOT
FAIL TO MAINTAIN A RATIO OF (I) (A) EBITDA, PLUS (B) LEASING EXPENSE, MINUS (C)
CAPITAL EXPENDITURES, AND MINUS (D)
CASH TAXES, DIVIDED BY (II) CASH INTEREST
(INCLUDING LEASING EXPENSE), OF NOT LESS THAN 2.00 TO 1.00.
11.16
MAXIMUM LEVERAGE.
AS OF THE END OF EACH FISCAL QUARTER, NOT FAIL TO
MAINTAIN A RATIO OF (I) DEBT OF THE LOAN PARTIES MINUS CONSOLIDATED SUBORDINATED
DEBT MINUS NON-RECOURSE DEBT OF THE LOAN PARTIES IN CONNECTION WITH DISCOUNTING
ACTIVITIES OF THE LOAN PARTIES TO (II) CONSOLIDATED TANGIBLE NET WORTH THAT
SHALL NOT EXCEED 3.00 TO 1.00.
11.17
ELIGIBLE LEASES.
NOT PERMIT THE PRODUCT OF (I) THE NET BOOK VALUE
OF THE ELIGIBLE LEASED ASSETS TIMES (II) NINETY PERCENT (90%) TO EXCEED, AT ANY
TIME, THE EQUIPMENT COST WITH RESPECT TO THE ELIGIBLE LEASES.
SECTION 12
EFFECTIVENESS; CONDITIONS OF LENDING, ETC.
The obligation of each Lender to make the Loans and/or to issue Letters of
Credit is subject to the following conditions precedent:
12.1
INITIAL CREDIT EXTENSION.
THE OBLIGATION OF EACH