AGREEMENT.
ALTER, AMEND OR MODIFY ITS PARTNERSHIP
AGREEMENT.
I.
TANGIBLE NET WORTH.
PERMIT AT ANY TIME, ITS TANGIBLE NET WORTH
TO BE LESS THAN $75,000,000.00.
J.
INTEREST COVERAGE. PERMIT AT ANY TIME, ITS RATIO OF NET INCOME,
BEFORE INTEREST EXPENSE AND TAXES, FOR THE TWELVE MONTH PERIOD THEN ENDING, TO
INTEREST EXPENSE FOR THE SAME SUCH PERIOD, TO BE LESS THAN 2.50 TO 1.00.
K.
GOVERNMENT REGULATION.
(1) BE OR BECOME SUBJECT AT ANY TIME TO
ANY LAW, REGULATION, OR LIST OF ANY GOVERNMENT AGENCY (INCLUDING, WITHOUT
LIMITATION, THE U.S. OFFICE OF FOREIGN ASSET CONTROL LIST) THAT PROHIBITS OR
LIMITS BANK FROM MAKING ANY ADVANCE OR EXTENSION OF CREDIT TO BORROWER OR FROM
OTHERWISE CONDUCTING BUSINESS WITH BORROWER, OR (2) FAIL TO PROVIDE DOCUMENTARY
AND OTHER EVIDENCE OF BORROWER'S IDENTITY AS MAY BE REQUESTED BY BANK AT ANY
TIME TO ENABLE BANK TO VERIFY BORROWER'S IDENTITY OR TO COMPLY WITH ANY
APPLICABLE LAW OR REGULATION, INCLUDING, WITHOUT LIMITATION, SECTION 326 OF THE
USA PATRIOT ACT OF 2001, 31 U.S.C. SECTION 5318.
L.
SUBSIDIARIES.
FORM, CREATE OR ACQUIRE ANY SUBSIDIARY WITHOUT
PRIOR CONSENT OF THE BANK.
6.
REPRESENTATIONS.
6.1
REPRESENTATIONS AND WARRANTIES BY THE
BORROWER.
TO INDUCE THE BANK TO ENTER INTO THIS AGREEMENT AND TO EXTEND CREDIT
OR OTHER FINANCIAL ACCOMMODATIONS UNDER THE CREDIT FACILITIES, THE BORROWER
REPRESENTS AND WARRANTS AS OF THE DATE OF THIS AGREEMENT AND AS OF THE DATE OF
EACH REQUEST FOR CREDIT UNDER THE CREDIT FACILITIES THAT EACH OF THE FOLLOWING
STATEMENTS IS AND SHALL REMAIN TRUE AND CORRECT THROUGHOUT THE TERM OF THIS
AGREEMENT AND UNTIL ALL CREDIT FACILITIES AND ALL AMOUNTS OWING UNDER THE NOTES
AND OTHER RELATED DOCUMENTS ARE PAID IN FULL. THE BORROWER REPRESENTS AND
WARRANTS TO THE BANK THAT: (A) ITS PRINCIPAL RESIDENCE OR CHIEF EXECUTIVE OFFICE
IS AT THE ADDRESS SHOWN ABOVE, (B) ITS NAME AS IT APPEARS IN THIS AGREEMENT IS
ITS EXACT NAME AS IT APPEARS IN ITS ORGANIZATIONAL DOCUMENTS, AS AMENDED,
INCLUDING ANY TRUST DOCUMENTS, (C) THE
6
EXECUTION AND DELIVERY OF THIS AGREEMENT AND THE NOTES, AND THE PERFORMANCE OF
THE OBLIGATIONS THEY IMPOSE, DO NOT VIOLATE ANY LAW, CONFLICT WITH ANY AGREEMENT
BY WHICH IT IS BOUND, OR REQUIRE THE CONSENT OR APPROVAL OF ANY GOVERNMENTAL
AUTHORITY OR OTHER THIRD PARTY, (D) THIS AGREEMENT AND THE NOTES ARE VALID AND
BINDING AGREEMENTS, ENFORCEABLE ACCORDING TO THEIR TERMS, (E) ALL BALANCE
SHEETS, PROFIT AND LOSS STATEMENTS, AND OTHER FINANCIAL STATEMENTS AND OTHER
INFORMATION FURNISHED TO THE BANK IN CONNECTION WITH THE LIABILITIES ARE
ACCURATE AND FAIRLY REFLECT THE FINANCIAL CONDITION OF THE ORGANIZATIONS AND
PERSONS TO WHICH THEY APPLY ON THEIR EFFECTIVE DATES, INCLUDING CONTINGENT
LIABILITIES OF EVERY TYPE, WHICH FINANCIAL CONDITION HAS NOT CHANGED MATERIALLY
AND ADVERSELY SINCE THOSE DATES, (F) NO LITIGATION, CLAIM, INVESTIGATION,
ADMINISTRATIVE PROCEEDING OR SIMILAR ACTION (INCLUDING THOSE FOR UNPAID TAXES)
AGAINST THE BORROWER IS PENDING OR THREATENED, AND NO OTHER EVENT HAS OCCURRED
WHICH MAY IN ANY ONE CASE OR IN THE AGGREGATE MATERIALLY ADVERSELY AFFECT THE
BORROWER'S