11.13.3
ADJUSTED TOTAL DEBT TO EBITDA RATIO.
NOT PERMIT THE ADJUSTED TOTAL
DEBT TO EBITDA RATIO AS OF THE LAST DAY OF ANY COMPUTATION PERIOD TO EXCEED THE
APPLICABLE RATIO SET FORTH BELOW FOR SUCH COMPUTATION PERIOD:
Computation
Period Ending
Adjusted Total Debt to
EBITDA Ratio
Closing Date, August 31, 2006 and November 30, 2006
3.50 to 1.00
February 28, 2007 and May 31, 2007
3.25 to 1.00
August 31, 2007 and November 30, 2007
3.00 to 1.00
February 28, 2008 and thereafter
2.75 to 1.00
SECTION 12
EFFECTIVENESS; CONDITIONS OF LENDING, ETC.
The obligation of each Lender to make its Loans and of the Issuing Lender to
issue Letters of Credit is subject to the following conditions precedent:
53
12.1
CONDITIONS TO EFFECTIVENESS.
THE EFFECTIVENESS OF THIS AGREEMENT
IS SUBJECT TO THE CONDITIONS PRECEDENT (PROVIDED THAT THE MAKING OF ANY LOAN
HEREUNDER SHALL ALSO BE SUBJECT TO THE CONDITIONS PRECEDENT SPECIFIED IN SECTION
12.2) THAT (A) ALL DEBT TO BE REPAID HAS BEEN (OR CONCURRENTLY WITH THE INITIAL
BORROWING WILL BE) PAID IN FULL, AND THAT ALL AGREEMENTS AND INSTRUMENTS
GOVERNING THE DEBT TO BE REPAID AND THAT ALL LIENS SECURING SUCH DEBT TO BE
REPAID HAVE BEEN (OR CONCURRENTLY WITH THE INITIAL BORROWING WILL BE) TERMINATED
AND (B) THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED ALL OF THE FOLLOWING, EACH
DULY EXECUTED AND DATED THE CLOSING DATE (OR SUCH EARLIER DATE AS SHALL BE
SATISFACTORY TO THE ADMINISTRATIVE AGENT), IN FORM AND SUBSTANCE SATISFACTORY TO
THE ADMINISTRATIVE AGENT (AND THE DATE ON WHICH ALL SUCH CONDITIONS PRECEDENT
HAVE BEEN SATISFIED OR WAIVED IN WRITING BY THE ADMINISTRATIVE AGENT AND THE
LENDERS IS CALLED THE "CLOSING DATE"):
12.1.1
NOTES.
A NOTE FOR EACH LENDER.
12.1.2
AUTHORIZATION DOCUMENTS.
(A) THE COMPANY'S CHARTER (OR SIMILAR
FORMATION DOCUMENT), CERTIFIED BY THE APPROPRIATE GOVERNMENTAL AUTHORITY; (B)
THE COMPANY'S AND EACH RESTRICTED SUBSIDIARIES' GOOD STANDING CERTIFICATES IN
ITS STATE OF INCORPORATION (OR FORMATION) AND IN EACH OTHER STATE REQUESTED BY
THE ADMINISTRATIVE AGENT; (C) THE COMPANY'S BYLAWS (OR SIMILAR GOVERNING
DOCUMENT); (D) THE COMPANY'S RESOLUTIONS OF ITS BOARD OF DIRECTORS (OR SIMILAR
GOVERNING BODY) APPROVING AND AUTHORIZING SUCH PERSON'S EXECUTION, DELIVERY AND
PERFORMANCE OF THE LOAN DOCUMENTS AND THE TRANSACTIONS CONTEMPLATED THEREBY; AND
(E) THE COMPANY'S SIGNATURE AND INCUMBENCY CERTIFICATES OF ITS OFFICERS
EXECUTING ANY OF THE LOAN DOCUMENTS (IT BEING UNDERSTOOD THAT THE ADMINISTRATIVE
AGENT AND EACH LENDER MAY CONCLUSIVELY RELY ON EACH SUCH CERTIFICATE UNTIL
FORMALLY ADVISED BY A LIKE CERTIFICATE OF ANY CHANGES THEREIN), ALL CERTIFIED BY
ITS SECRETARY OR AN ASSISTANT SECRETARY (OR SIMILAR OFFICER) AS BEING IN FULL
FORCE AND EFFECT WITHOUT MODIFICATION.
12.1.3
CONSENTS, ETC.
CERTIFIED COPIES OF ALL DOCUMENTS EVIDENCING ANY
NECESSARY CORPORATE OR PARTNERSHIP ACTION, CONSENTS AND GOVERNMENTAL APPROVALS
(IF ANY) REQUIRED FOR THE EXECUTION, DELIVERY AND PERFORMANCE BY THE COMPANY OF
THE DOCUMENTS REFERRED TO IN THIS SECTION 12.
12.1.4
OPINIONS OF COUNSEL.
OPINIONS OF COUNSEL FOR THE COMPANY, INCLUDING
LOCAL COUNSEL REASONABLY REQUESTED BY THE ADMINISTRATIVE AGENT.
12.1.5
PAYMENT OF FEES.
EVIDENCE OF PAYMENT