THERE IS
A VALID BUSINESS IMPEDIMENT TO SUCH PERSON BECOMING A GUARANTOR, A PLEDGED
ENTITY) UPON TERMS AND CONDITIONS ACCEPTABLE TO THE ADMINISTRATIVE AGENT.
10.14
CONSOLIDATED GAAP NET WORTH.
SHAREHOLDERS' EQUITY AS SET FORTH IN THE
FINANCIAL STATEMENTS OF CHC IN ACCORDANCE WITH GAAP OF GREATER THAN $500,000,000
PLUS 75% OF THE NET PROCEEDS FROM ANY SALE OR ISSUANCE OF CHC'S CAPITAL STOCK TO
THE EXTENT INCLUDED IN SHAREHOLDERS' EQUITY.
10.15
CONSOLIDATED EBITDA TO FIXED CHARGES RATIO.
CHC SHALL MAINTAIN AT THE
END OF EACH FISCAL QUARTER FOR THE FOUR FISCAL QUARTER PERIOD THEN ENDING A
RATIO OF CONSOLIDATED EBITDA TO FIXED CHARGES EQUAL TO OR GREATER THAN 2.25 TO
1.00.
10.16
FUNDED DEBT TO CONSOLIDATED EBITDA RATIO.
CHC SHALL MAINTAIN A RATIO
OF FUNDED DEBT TO CONSOLIDATED EBITDA, FOR THE FOUR FISCAL QUARTERS THEN ENDING,
(A) EQUAL TO OR LESS THAN 2.75 TO 1.00 FOR EACH FISCAL QUARTER ENDING THROUGH
DECEMBER 31, 2008, AND (B) EQUAL TO OR LESS THAN 2.50 TO 1.00 FOR EACH FISCAL
QUARTER ENDING ON MARCH 31, 2009 AND THEREAFTER.
10.17
STOCK BUY-BACKS.
NO BORROWER, GUARANTOR, OR PLEDGED ENTITY SHALL
PURCHASE OR OTHERWISE ACQUIRE FOR ANY CONSIDERATION ITS CAPITAL STOCK DURING THE
TERM OF THIS AGREEMENT (OTHER THAN PURSUANT TO A TRANSACTION CONTEMPLATED BY
SECTION 10.3.1(N)).
79
11.
DEFAULT
11.1
EVENTS OF DEFAULT.
EACH OF THE FOLLOWING EVENTS OR CIRCUMSTANCES,
UNLESS CURED WITHIN ANY APPLICABLE GRACE PERIOD SET FORTH OR REFERRED TO BELOW
IN THIS SECTION, SHALL CONSTITUTE AN "EVENT OF DEFAULT":
11.1.1
FAILURE TO PAY.
(A)
THE BORROWERS SHALL FAIL TO PAY ANY PRINCIPAL ON ANY OF THE LOANS
AS AND WHEN THE SAME SHALL BECOME DUE AND PAYABLE; OR
(B)
THE BORROWERS SHALL FAIL TO PAY ANY INTEREST OR ANY OTHER
OBLIGATION UNDER THE LOANS WITHIN FIVE (5) DAYS OF WHEN THE SAME IS DUE AND
PAYABLE;
11.1.2
FAILURE TO PERFORM.
EITHER BORROWER OR ANY GUARANTOR SHALL:
(A) FAIL TO COMPLY WITH ANY OF ITS NEGATIVE COVENANTS AND FINANCIAL COVENANTS OR
SECTION 9.18.1; (B) FAIL TO COMPLY, WITHIN THIRTY (30) DAYS AFTER SUCH PERSON
RECEIVES NOTICE OF SUCH FAILURE FROM THE ADMINISTRATIVE AGENT OR FROM ANY
LENDER, WITH ANY OF ITS OTHER AGREEMENTS AND COVENANTS CONTAINED HEREIN WHICH
ARE NOT OTHERWISE REFERENCED HEREIN (SUCH THIRTY DAY PERIOD TO BE EXTENDED AT
THE DISCRETION OF THE ADMINISTRATIVE AGENT (BUT NOT BEYOND FORTY-FIVE (45) DAYS)
IF SUCH FAILURE CAN BE CURED, THE BORROWERS AND GUARANTORS HAVE PROMPTLY
COMMENCED AND ARE DILIGENTLY PURSUING A CURE AND THE ADMINISTRATIVE AGENT
DETERMINES THAT SUCH EXTENSION IS REASONABLY NECESSARY IN ORDER TO EFFECT SUCH A
CURE); OR (C) FAIL TO COMPLY WITH ANY OF ITS OTHER AGREEMENTS, COVENANTS,
LIABILITIES AND OBLIGATIONS CONTAINED IN ANY OF THE OTHER LOAN DOCUMENTS BEYOND
ANY APPLICABLE NOTICE AND GRACE PERIODS;
11.1.3
BREACH OF REPRESENTATION OR WARRANTY.
ANY REPRESENTATION OR
WARRANTY OF EITHER BORROWER OR ANY GUARANTOR IN THIS CREDIT AGREEMENT OR ANY OF
THE OTHER LOAN DOCUMENTS SHALL HAVE BEEN FALSE OR MISLEADING IN ANY MATERIAL
RESPECT UPON THE DATE WHEN MADE