DAY OF ANY COMPUTATION PERIOD TO BE LESS THAN $32,000,000 (PROVIDED
THAT THE REQUIRED AMOUNT OF TANGIBLE NET WORTH SHALL INCREASE (BUT NOT DECREASE)
EACH FISCAL YEAR, COMMENCING WITH FISCAL YEAR 2010, BY AN AMOUNT EQUAL TO FIFTY
PERCENT (50%) OF THE CONSOLIDATED NET INCOME FOR THE IMMEDIATELY PRECEDING
FISCAL YEAR.
11.13.4
MAXIMUM ADJUSTED TOTAL CASH FLOW LEVERAGE.
NOT PERMIT THE
ADJUSTED TOTAL CASH FLOW LEVERAGE 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 Cash
Flow Leverage Ratio
June 30, 2009
2.75 to 1.00
September 30, 2009 and December 31, 2009
2.25 to 1.00
March 31, 2010 and June 30, 2010
2.75 to 1.00
September 30, 2010
2.50 to 1.00
December 31, 2010
2.00 to 1.00
March 31, 2011 and June 30, 2011
2.50 to 1.00
September 30, 2011
2.25 to 1.00
December 31, 2011
1.75 to 1.00
March 31, 2012 and each Fiscal Quarter end thereafter
2.25 to 1.00
11.13.5
CAPITAL EXPENDITURES.
NOT PERMIT THE AGGREGATE AMOUNT OF ALL
CAPITAL EXPENDITURES MADE BY THE LOAN PARTIES IN ANY FISCAL YEAR TO EXCEED
$3,500,000.
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
54
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 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 REVOLVING LOAN NOTE AND TERM LOAN 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 AND IN EACH OTHER STATE REQUESTED BY THE ADMINISTRATIVE AGENT;
(C) BYLAWS; (D) RESOLUTIONS OF ITS BOARD OF DIRECTORS 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