Care, Inc. was
a new Domestic Subsidiary.
SECTION 6.
NEGATIVE COVENANTS
The Borrower hereby agrees that, so long as the Revolving Credit Commitments
remain in effect, any Note or Letter of Credit remains outstanding and unpaid,
or any other amount is owing to any Lender or the Administrative Agent hereunder
or under any other Loan Document, the Borrower shall not, and shall not permit
the Parent or any of its Subsidiaries to, directly or indirectly:
6.1
Financial Covenants.
(A)
TOTAL LEVERAGE RATIO.
PERMIT, AS OF THE LAST DAY OF ANY FISCAL
QUARTER ENDING DURING THE PERIODS SET FORTH BELOW, THE TOTAL LEVERAGE RATIO TO
EXCEED THAT SET FORTH OPPOSITE SUCH PERIOD:
Period
Ratio
Closing Date - March 30, 2007
3.50 to 1.0
March 31, 2007 - December 30, 2007
3.00 to 1.0
December 31, 2007 and thereafter
2.50 to 1.0
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(B)
FIXED CHARGE COVERAGE RATIO.
PERMIT, AS OF THE END OF ANY FISCAL
QUARTER, COMMENCING WITH THE FISCAL QUARTER ENDING SEPTEMBER 30, 2007, THE FIXED
CHARGE COVERAGE RATIO TO BE LESS THAN 1.20 TO 1.00.
(C)
MINIMUM EBITDA.
PERMIT, AS OF THE LAST DAY OF ANY FISCAL QUARTER
ENDING DURING THE PERIODS SET FORTH BELOW, EBITDA TO BE LESS THAN THAT SET FORTH
OPPOSITE SUCH PERIOD:
Period
Ratio
Closing Date - June 29, 2007
$
20,000,000
June 30, 2007 - December 30, 2007
$
23,000,000
December 31, 2007 and thereafter
$
27,500,000
6.2
Limitation on Indebtedness.
At any time incur, create, assume, or
suffer to exist any Indebtedness except:
(A)
AMOUNTS OUTSTANDING UNDER THE LOAN DOCUMENTS AND INDEBTEDNESS
RELATING TO HEDGE AGREEMENTS REQUIRED PURSUANT TO SECTION 5.17;
(B)
PURCHASE MONEY INDEBTEDNESS ON EQUIPMENT PURCHASED IN THE ORDINARY
COURSE OF BUSINESS AND CAPITAL LEASE OBLIGATIONS NOT EXCEEDING, TOGETHER WITH
ANY PURCHASE MONEY INDEBTEDNESS OR CAPITAL LEASE OBLIGATIONS LISTED ON SCHEDULE
6.2, AN AGGREGATE PRINCIPAL AMOUNT AT ANY TIME OUTSTANDING OF $4,000,000;
(C)
INDEBTEDNESS EXISTING AS OF THE DATE HEREOF DESCRIBED ON SCHEDULE
6.2 (INCLUDING, EXCEPT WITH RESPECT TO SELLER NOTES, ANY EXTENSIONS OR RENEWALS
OR REFINANCINGS THEREOF PROVIDED THERE IS NO INCREASE IN THE AMOUNT THEREOF OR
OTHER SIGNIFICANT CHANGE IN THE TERMS THEREOF);
(D)
INDEBTEDNESS IN AN AGGREGATE AMOUNT NOT TO EXCEED $1,000,000 AT
ANY ONE TIME OUTSTANDING OF A PERSON WHICH BECOMES A SUBSIDIARY AFTER THE
CLOSING DATE, PROVIDED THAT (I) SUCH INDEBTEDNESS EXISTED AT THE TIME SUCH
PERSON BECAME A SUBSIDIARY AND WAS NOT CREATED IN ANTICIPATION OF THE
ACQUISITION, (II) IMMEDIATELY AFTER GIVING EFFECT TO THE ACQUISITION OF SUCH
PERSON BY THE BORROWER OR A SUBSIDIARY, NO DEFAULT OR EVENT OF DEFAULT SHALL
HAVE OCCURRED AND BE CONTINUING AND (III) THE BORROWER HAS COMPLIED WITH SECTION
5.15 HEREOF;
(E)
EARN-OUTS IN CONNECTION WITH PERMITTED ACQUISITIONS CONSUMMATED
AFTER THE DATE HEREOF (BUT NOT SELLER NOTES WHICH, FOR ANY PERMITTED ACQUISITION
CONSUMMATED ON OR AFTER THE CLOSING DATE, SHALL ONLY BE PERMITTED TO THE EXTENT
THAT THEY CONSTITUTE SUBORDINATED DEBT);
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(F)
UNSECURED INDEBTEDNESS OF THE BORROWER AND ITS SUBSIDIARIES IN AN
AGGREGATE PRINCIPAL AMOUNT NOT