AN AMOUNT EQUAL TO 50% OF THE LOAN PARTIES' CONSOLIDATED
NET INCOME FOR THE PRECEDING FISCAL YEAR.
11.14.2
RESERVED.
11.14.3
INTEREST COVERAGE RATIO.
NOT PERMIT THE INTEREST COVERAGE RATIO FOR
ANY COMPUTATION PERIOD TO BE LESS 2.00 TO 1.00 FOR SUCH COMPUTATION PERIOD.
11.14.4
SENIOR DEBT TO EBITDA RATIO.
NOT PERMIT THE SENIOR DEBT TO EBITDA
RATIO AS OF THE LAST DAY OF ANY COMPUTATION PERIOD TO EXCEED 2.50 TO 1.00 FOR
SUCH COMPUTATION PERIOD.
11.14.5
TOTAL DEBT TO EBITDA RATIO.
NOT PERMIT THE TOTAL DEBT TO EBITDA
RATIO AS OF THE LAST DAY OF ANY COMPUTATION PERIOD TO EXCEED 3.50 TO 1.00 FOR
SUCH COMPUTATION PERIOD.
11.14.6
RESERVED.
11.15
CANCELLATION OF DEBT.
NOT, AND NOT PERMIT ANY OTHER LOAN PARTY TO,
CANCEL ANY CLAIM OR DEBT OWING TO IT, EXCEPT FOR REASONABLE CONSIDERATION OR IN
THE ORDINARY COURSE OF BUSINESS, AND EXCEPT FOR THE CANCELLATION OF DEBTS OR
CLAIMS NOT TO EXCEED $5,000,000 IN ANY FISCAL YEAR.
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:
12.1
INITIAL CREDIT EXTENSION.
THE OBLIGATION OF THE LENDERS TO MAKE
THE INITIAL LOANS AND THE OBLIGATION OF THE ISSUING LENDER TO ISSUE ITS INITIAL
LETTER OF CREDIT (WHICHEVER FIRST OCCURS) IS, IN ADDITION TO THE CONDITIONS
PRECEDENT SPECIFIED IN SECTION 12.2, SUBJECT TO THE CONDITIONS PRECEDENT 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 BE SATISFIED IN ALL OF ITS LEGAL AND BUSINESS DUE
DILIGENCE AND SHALL HAVE RECEIVED ALL OF THE FOLLOWING, EACH DULY
50
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.
FOR EACH LOAN PARTY, SUCH PERSON'S
(A) CHARTER (OR SIMILAR FORMATION DOCUMENT), CERTIFIED BY THE APPROPRIATE
GOVERNMENTAL AUTHORITY; (B) GOOD STANDING CERTIFICATES IN ITS STATE OF
INCORPORATION (OR FORMATION) AND IN EACH OTHER STATE REQUESTED BY THE
ADMINISTRATIVE AGENT; (C) BYLAWS (OR SIMILAR GOVERNING DOCUMENT);
(D) RESOLUTIONS OF ITS BOARD OF DIRECTORS (OR SIMILAR GOVERNING BODY) APPROVING
AND AUTHORIZING SUCH PERSON'S EXECUTION, DELIVERY AND PERFORMANCE OF THE LOAN
DOCUMENTS TO WHICH IT IS PARTY AND THE TRANSACTIONS CONTEMPLATED THEREBY; AND
(E) 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