SUCH PERSON AND
BORROWERS.
(D)
EXHIBIT 4.7(D) IS A SCHEDULE OF ALL CUSTOMS BROKERS EMPLOYED BY THE
OBLIGORS FOR THE TRANSPORT OF GOODS IN THE ORDINARY COURSE OF THE BUSINESS OF
THE OBLIGORS.
THE OBLIGORS SHALL NOT EMPLOY ANY OTHER CUSTOMS BROKERS UNLESS
(I) THE OBLIGORS HAVE PROVIDED THE COLLATERAL AGENT WITH THIRTY (30) DAYS PRIOR
NOTICE THEREOF AND (II) SUCH CUSTOMS BROKER HAS EXECUTED AND DELIVERED TO THE
COLLATERAL AGENT A CUSTOMS BROKER AGREEMENT.
THE COLLATERAL AGENT SHALL NOT
GIVE NOTICE TO ANY OF THE OBLIGORS' CUSTOMS BROKERS TO FOLLOW THE INSTRUCTIONS
OF THE COLLATERAL AGENT AS PROVIDED IN ANY CUSTOMS BROKERS AGREEMENT EXCEPT UPON
OR FOLLOWING THE OCCURRENCE AND DURING THE CONTINUANCE OF AN EVENT OF DEFAULT
AND NOT IN VIOLATION OF THE INTERCREDITOR AGREEMENT.
4.8
INDEBTEDNESS.
(A)
THE OBLIGORS DO NOT AND SHALL NOT HEREAFTER HAVE ANY INDEBTEDNESS WITH THE
EXCEPTIONS OF:
(I)
ANY INDEBTEDNESS UNDER THE REVOLVING CREDIT OR THE TERM LOAN
FACILITY;
(II)
THE INDEBTEDNESS (IF ANY) LISTED ON EXHIBIT 4.8, ANNEXED HERETO;
(III)
INDEBTEDNESS FOR EQUIPMENT OR REAL ESTATE SECURED BY PURCHASE
MONEY SECURITY INTERESTS OR PURCHASE MONEY LIENS THAT ARE PERMITTED
ENCUMBRANCES;
(IV)
CAPITAL LEASES THAT ARE PERMITTED ENCUMBRANCES FOR THE ACQUISITION
OF EQUIPMENT OR REAL ESTATE;
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(v)
unsecured Indebtedness up to the aggregate amount of $75,000,000;
(vi)
Indebtedness of Guarantor to Borrowers up to the amount equal to
Fifteen Million Dollars ($15,000,000) less the amount of any capital
contributions or other investments by Borrowers to Guarantor or its Subsidiaries
made after the date hereof, in the aggregate;
(vii)
Any unsecured Indebtedness related to the redemption of the Series
A Preferred Stock, in the maximum aggregate amount of $800,000;
(viii)
Indebtedness to finance the construction of an addition or
additions to the Headquarters Facility or additional buildings on the
Headquarters Facility premises or to acquire fixtures for the Headquarters
Facility to the extent secured by Permitted Encumbrances described in clause (j)
of the definition thereof; and
(ix)
Any Indebtedness between any of the Borrowers.
provided, that, the amount of any Capital Leases and Indebtedness for Equipment
is in compliance with the provision on Capital Expenditures set forth in EXHIBIT
5.12(a).
(B)
THE OBLIGORS SHALL NOT PERMIT MORE THAN 25% OF THAT PORTION OF THE
AGGREGATE OF THEIR INDEBTEDNESS FOR THE PURCHASE OF GOODS OR SERVICES WHICH IS
NOT THE SUBJECT OF A GOOD FAITH DISPUTE TO REMAIN UNPAID MORE THAN 30 DAYS
BEYOND THEN CURRENT TRADE TERMS PROVIDED TO THE SUBJECT BORROWER BY THE SUPPLIER
OF SUCH GOODS AND SERVICES.
(c)
The Obligors shall not prepay Indebtedness except (i) the
Liabilities; (ii) Indebtedness under the Term Loan Agreement as follows: (A)
other than in connection with a Liquidation and not in contravention of the
Intercreditor Agreement: (1) mandatory prepayments of Indebtedness under the
Term Loan Agreement; and (2) so long as no Suspension Event or Event of Default
has occurred and is continuing, voluntary prepayments of Indebtedness under the
Term Loan Agreement but only to the extent that, upon and after