SECOND AMENDMENT TO CREDIT AGREEMENT
AND OTHER LOAN DOCUMENTS
THIS SECOND AMENDMENT TO CREDIT AGREEMENT AND OTHER LOAN DOCUMENTS
(this "Amendment") is dated as of December 27, 2000. The parties hereto are
SPORT SUPPLY GROUP, INC., a Delaware corporation ("Borrower"), and COMERICA
BANK-TEXAS, a state banking association ("Bank").
RECITALS:
A. Borrower and Bank are parties to that certain Credit Agreement
dated as of April 26, 1999 ("Original Credit Agreement"), as amended by that
certain First Amendment to Credit Agreement dated as of September 13, 2000
("First Amendment", and the Original Credit Agreement, as amended by the
First Amendment, and as the same has been and may be amended, modified,
supplemented or restated from time to time, is herein called the "Credit
Agreement"), providing for, among other things, the Bank's agreement to
extend credit to Borrower pursuant to a term loan facility and a revolving
credit facility.
B. The existing indebtedness of Borrower under the term loan facility
is evidenced by that certain Variable Rate-Installment Note dated September
13, 2000, in the original principal amount of $2,500,000 made by Borrower
payable to the order of the Bank (as the same may be renewed, extended,
amended, modified, supplemented or restated from time to time, the "Term
Note"), such Term Note being in renewal, extension and modification, but not
extinguishment or novation, of a portion of the Indebtedness evidenced by
the Specific Advance Facility Promissory Note dated April 26, 1999, executed
by Borrower and payable to the order of Bank in the original principal
amount of $10,000,000.00.
C. The existing indebtedness of Borrower under the revolving credit
facility is evidenced by that certain Revolving Credit Note dated September
13, 2000 in the original principal amount of $25,000,000 made by Borrower
payable to the order of the Bank (as the same may be renewed, extended,
amended, modified supplemented or restated from time to time, the "Revolving
Credit Note", and together with the Term Note, collectively referred to as
the "Notes"), such Revolving Credit Note being in renewal, extension and
modification, but not extinguishment or novation, of that certain Revolving
Credit Note dated April 26, 1999, executed by Borrower and payable to the
order of Bank in the original principal amount of $30,000,000. The Credit
Agreement, the Notes and all other documents and instruments now or
hereafter governing, evidencing, guaranteeing, securing or otherwise
relating to payment of all or any part of the indebtedness evidenced by the
Notes are herein collectively called the "Loan Documents."
D. Borrower and Bank desire to waive certain covenant violations
under the Credit Agreement and to amend the Term Note and the Credit
Agreement (i) to add a new covenant, (ii) to eliminate a covenant, (iii) to
change the maturity date of the Term Note, (iv) to terminate the Negative
Pledge Agreement (as defined herein), (v) to amend certain provisions of the
Credit Agreement, and (vi) otherwise as provided herein.
E. Bank and Borrower desire to enter into this Amendment to provide
for all of the foregoing and to ratify and confirm the Loan Documents.
AGREEMENTS:
In consideration of the premises and the mutual agreements herein set
forth, Borrower and Bank hereby agree as follows:
Article I
Definitions
Section 1.1 Definitions. Capitalized terms used and not otherwise
defined in this Amendment shall have their respective meanings as set forth
in the Credit Agreement.
Article II
Amendments to Credit Agreement
Section 2.1. New Definitions. Effective as of the date hereof, the
Defined Terms Addendum to the Credit Agreement is hereby amended to add the
following definitions, which definitions shall read in their respective
entireties as follows:
"EBIT" shall mean, in respect of a person and for any
applicable period of determination, the sum of: (a) the Net Income
of such Person for such period, plus (b) to the extent deducted in
the computation of such Net Income, the amount of taxes and
interest expense of such Person for such period.
"Negative Pledge Agreement" shall mean that certain negative
pledge agreement by and between Borrower and Bank dated May 9,
2000 and covering certain property located in Xxxxxxx County,
Alabama, as more particularly described in said negative pledge
agreement.
"Second Amendment Effective Date" shall mean December 27,
2000.
Section 2.2. Financial Covenants. Effective as of the date hereof
the Financial Covenants Addendum is hereby amended to read in its entirety
as set forth on Annex I hereto.
Section 2.3. Fees. Effective as of the date hereof, the Loan Terms,
Conditions and Procedures Addendum to the Credit Agreement is hereby amended
to add a new Section 3.9 thereto, to read in its entirety as follows:
3.9 Deferral Fee. In the event any amounts remain
outstanding under either the Term Note, the Revolving Note,
or both Notes as of 2:00 p.m. Central Time on March 30, 2001,
Borrower shall pay to Bank a deferral fee in the amount of
the lesser of (i) $250,000.00, or (ii) the maximum amount
permitted by applicable law, such Deferral Fee to be in
addition to, and not in substitution for any and all of
Borrower's obligations and any and all of Bank's rights under
the Notes and the other Loan Documents. Such fee shall be
immediately due and payable at 2:01 p.m. Central Time on
March 30, 2001. Subject to the conditions and limitations
set forth in Section 1 of the Loan Terms, Conditions and
Procedures Addendum of the to the Credit Agreement (other
than the use limitations set forth in Section 1.6 of said
Addendum), Borrower may request a Revolving Loan to pay the
Deferral Fee.
Section 2.4. Waiver.
(a) Borrower has informed Bank that Borrower is in violation of
the covenant in the Credit Agreement hereinafter described. Borrower
has requested that the Bank waive, and Bank hereby waives compliance
with such covenant; provided, however, that such waiver is only for the
specific instance and time period set forth below:
Prior to the Second Amendment Effective Date,
Section 1.1 of the Financial Covenants Addendum to the
Credit Agreement required that Borrower maintain a
Historical Fixed Charge Coverage Ratio of not less than
(a) 1.0:1.0 at all times during the period from and
including March 31, 2000 to and including March 31,
2001, provided that Borrower shall be permitted to have
a Historical Fixed Charge Coverage Ratio of not less
than 0.95 to 1.00 in any two non-consecutive months.
During the period beginning September 29, 2000 through
and including the Second Amendment Effective Date,
Borrower failed to maintain the required Historical
Fixed Charge Coverage Ratio.
(b) The waiver set forth in this Section 2.4 is a one-time waiver,
does not concern compliance (or the effect of non-compliance) with any
other provision of the Credit Agreement, and does not amend or modify
the Credit Agreement. The waiver set forth in this section does not
create any obligation on the part of Bank to grant a similar waiver or
waivers under similar or dissimilar future circumstances. Except as
expressly limited by the waiver set forth in this section, Bank
reserves the right to enforce each provision of the Loan Documents in
strict accordance with the terms and conditions thereof.
Section 2.5. Amendment to Exhibits. Effective as of the date hereof,
Exhibit B (Form of Compliance Certificate) to the Credit Agreement is hereby
amended to read in its entirety as set forth on Annex II hereto.
Section 2.6. Termination of Negative Pledge Agreement. Upon repayment
in full of all amounts outstanding under the Term Loan, Bank shall release,
discharge and terminate Borrower's obligations under the Negative Pledge
Agreement. This release, discharge and termination is limited to Borrower's
obligations under the Negative Pledge Agreement and shall in no way release,
discharge or terminate any other obligations of Borrower under the other
Loan Documents. Notwithstanding the foregoing termination, as long as any
amount remains outstanding under the Loan Documents, if Borrower elects to
sell the Property referenced in the Negative Pledge Agreement, the sale must
be an arms-length transaction, and the cash consideration given for such
Property must be in an amount that reflects the fair market value of the
Property at the time of sale. Upon consummation of the sale, Borrower must
immediately pay to Bank, a sum equal to the proceeds received by or on
behalf of Borrower. Such amount shall be applied to the Revolving Credit
Note.
Section 2.7. Amendment to Term Note. The Term Note is hereby amended
to change the Maturity Date, as defined and set forth in the Term Note, from
April 1, 2002 to January 15, 2001. Borrower's failure to pay in full the
outstanding principal balance of and all accrued and unpaid interest on the
Term Note on or before January 15, 2001 shall be an Event of Default under
the Credit Agreement.
Article III
Conditions Precedent
Section 3.1. Conditions. The effectiveness of this Amendment is
subject to satisfaction of the following conditions precedent, unless waived
in writing by Bank:
(a) Documents. Concurrently with the execution and delivery of
this Amendment, Borrower shall execute (or cause to be executed) and
deliver to Bank such documents and instruments as Bank may reasonably
require.
(b) Approval of Bank Counsel. All actions, proceedings,
instruments and documents required to carry out the borrowings and
transactions contemplated by this Amendment or any other Loan Document
or incidental thereto, and all other related legal matters, shall have
been reasonably satisfactory to and approved by legal counsel for Bank,
and said counsel shall have been furnished with such certified copies
of actions and proceedings and such other instruments and documents as
they shall have reasonably requested.
(c) Compliance with Certain Documents and Agreements. Each
Borrower Party shall have each performed and complied with all
agreements and conditions contained in the Loan Documents applicable to
it and which are then in effect.
(d) Other Documents and Instruments. Bank shall have received
such other instruments and documents (not inconsistent with the terms
hereof) as Bank may reasonably request in connection with this
Amendment, and all such instruments and documents shall be reasonably
satisfactory in form and substance to Bank.
(e) Representations and Warranties. The representations and
warranties contained herein or in any Loan Documents shall be true and
correct as of the date hereof, as if made on the date hereof.
(f) No Event of Default. No Event of Default shall have occurred
and be continuing and no Default shall exist, unless such Event of
Default or Default has been specifically waived in writing by Bank.
(g) Corporate and Partnership Proceedings. All corporate and
partnership proceedings taken in connection with the transactions
contemplated by this Amendment and all documents, instruments and other
legal matters incident thereto, shall be satisfactory to Bank.
(h) Fees, Costs and Expenses. Borrower shall have paid all fees,
costs and expenses (including legal fees in the amount of $35,488.47
with respect to Bank and $6,291.46 with respect to The Provident Bank)
incurred by Bank and The Provident Bank, an Ohio banking corporation,
in connection with the Credit Agreement, the First Amendment, this
Amendment, the other Loan Documents and the transactions contemplated
thereby, including without limitation the preparation, negotiation,
execution, administration, filing and recording thereof.
Section 3.2. Amendment Fee. Borrower shall have paid to Bank on the
date hereof an amendment fee in the amount of $15,000.
Article IV
Guarantor Consent
Section 4.1. Guarantor Consent. Guarantor hereby joins in this
Amendment to evidence Guarantor's consent to the execution by Borrower of
this Amendment, to confirm that the Guaranty heretofore executed by
Guarantor (the "Guaranty") applies and shall continue to apply to all
Indebtedness of Borrower, and to acknowledge that without such consent and
confirmation, Bank would not execute this Amendment. Notwithstanding any
payment or payments made by Guarantor under the Guaranty or any set-off or
application of any of Guarantor's funds by Bank, Guarantor shall not be
subrogated in any of Bank's rights against Borrower or any other person or
entity or any Collateral or offset rights held by Bank for payment of the
Indebtedness, nor shall Guarantor have any right of indemnity, reimbursement
or contribution against Borrower or any other person or entity for
Guarantor's payment of any part of the Indebtedness until complete
performance of all of the obligations of Borrower and other applicable
parties under the Loan Documents and final termination of Bank's obligation-
-if any--to make any further advances under the Notes or provide any other
financial accommodations to Borrower or any other applicable party under the
Loan Documents. The provisions of this paragraph shall control over any
inconsistent provision set forth in the Guaranty.
Article V
Ratification, Representations and Warranties
Section 5.1. Ratification. The terms and provisions set forth in
this Amendment shall modify and supersede all inconsistent terms and
provisions set forth in the Credit Agreement and any other Loan Document,
and except as expressly modified and superseded by this Amendment, the terms
and provisions of the Credit Agreement, and the other Loan Documents are
ratified and confirmed and shall continue in full force and effect.
Borrower and Bank agree that the Credit Agreement, as amended hereby and the
other Loan Documents shall continue to be legal, valid, binding and
enforceable in accordance with their respective terms. Except as expressly
set forth in this Amendment, nothing herein shall in any manner diminish,
impair or extinguish the Notes, any of the Indebtedness evidenced thereby,
or any of the other Loan Documents. Any and all security agreements,
negative pledge agreements and other security documents heretofore executed
and delivered by Borrower and Guarantor, or either of them, in connection
with the Agreement, and all liens, assignments, security interests and
covenants created, granted or evidenced thereby are hereby ratified,
confirmed, brought forward, renewed and extended and shall continue as
security for all of the Indebtedness, in addition to and cumulative of all
other security for the Indebtedness.
Section 5.2. Representations and Warranties. Borrower and Guarantor
each hereby represent and warrant to Bank that (i) the execution, delivery
and performance of this Amendment and any and all other Loan Documents
executed and/or delivered in connection herewith have been authorized by all
requisite corporate action on the part of Borrower and each Guarantor and
will not violate the Articles of Incorporation or Bylaws of Borrower or any
Guarantor, and Borrower shall deliver, or cause to be delivered to Bank
within thirty (30) days after the date of this Amendment, Certificates of
Corporate Authority and Incumbency including the Unanimous Consent of Board
of Directors of Borrower and Guarantor reflecting the same; (ii) the
representations and warranties contained in the Credit Agreement, as amended
hereby, and any other Loan Document are true and correct on and as of the
date hereof as though made on and as of the date hereof, except to the
extent such representations and warranties relate to an earlier date;
(iii) Borrower and Guarantor are in full compliance with all covenants and
agreements contained in the Credit Agreement, as amended hereby; and
(iv) all indebtedness, liabilities and obligations heretofore secured by any
Lien (other than Permitted Encumbrances) on property or assets of Borrower
or Guarantor, including without limitation patents, trademarks and the real
property located in Xxxxxxx County, Alabama, have been paid in full and as a
result such Liens have been discharged. As soon as practicable after the
date hereof, and in any event no later than March 31, 2001, Borrower and
Guarantor shall deliver to Bank appropriate written releases in form and
substance satisfactory to Bank of all such Liens, executed by the respective
Lien holders.
Article VI
Miscellaneous
Section 6.1. Survival of Representations and Warranties. All
representations and warranties made in the Credit Agreement or any other
document or documents relating thereto, including, without limitation, any
Loan Document furnished in connection with this Amendment, shall survive the
execution and delivery of this Amendment and the other Loan Documents, and
no investigation by Bank or any closing shall affect the representations and
warranties or the right of Bank to rely upon them.
Section 6.2. Reference to Agreement. Each of the Loan Documents,
including the Credit Agreement and any and all other agreements, documents
or instruments now or hereafter executed and delivered pursuant to the terms
hereof or pursuant to the terms of the Credit Agreement, as amended hereby,
are hereby amended so that any reference in such Loan Documents to the
Credit Agreement shall mean a reference to the Credit Agreement, as amended
hereby.
Section 6.3. Expenses of Bank. As provided in the Credit Agreement,
Borrower agrees to pay on demand all reasonable costs and expenses incurred
by Bank in connection with the preparation, negotiation and execution of
this Amendment and the other Loan Documents executed pursuant hereto and any
and all amendments, modifications, and supplements thereto, including,
without limitation, the reasonable costs and fees of Bank's legal counsel,
and all reasonable costs and expenses incurred by Bank in connection with
the enforcement or preservation of any rights under the Credit Agreement, as
amended hereby, or any other Loan Document, including, without limitation,
the reasonable costs and fees of Bank's legal counsel.
Section 6.4. Severability. Any provision of this Amendment held by a
court of competent jurisdiction to be invalid or unenforceable shall not
impair or invalidate the remainder of this Amendment and the effect thereof
shall be confined to the provision so held to be invalid or unenforceable.
Section 6.5. APPLICABLE LAW. THIS AMENDMENT AND ALL OTHER LOAN
DOCUMENTS EXECUTED PURSUANT HERETO SHALL BE DEEMED TO HAVE BEEN MADE AND TO
BE PERFORMABLE IN DALLAS, TEXAS, AND SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS.
Section 6.6. Successors and Assigns. This Amendment is binding upon
and shall inure to the benefit of Bank and Borrower and their respective
successors and assigns, except Borrower may not assign or transfer any of
its rights or obligations hereunder without the prior written consent of
Bank.
Section 6.7. Counterparts. This Amendment may be executed in one or
more counterparts, each of which when so executed shall be deemed to be an
original, but all of which when taken together shall constitute one and the
same instrument.
Section 6.8. Effect of Waiver. No consent or waiver, express or
implied, by Bank to or for any breach of or deviation from any covenant or
condition of the Credit Agreement shall be deemed a consent or waiver to or
of any other breach of the same or any other covenant, condition or duty.
Section 6.9. Headings. The headings, captions, and arrangements used
in this Amendment are for convenience only and shall not affect the
interpretation of this Amendment.
Section 6.10. RELEASE. EACH OF BORROWER AND GUARANTOR HEREBY
VOLUNTARILY AND KNOWINGLY RELEASES AND FOREVER DISCHARGES BANK, ITS
PREDECESSORS, AGENTS, EMPLOYEES, SUCCESSORS AND ASSIGNS, FROM ALL POSSIBLE
CLAIMS, DEMANDS, ACTIONS, CAUSES OF ACTION, DAMAGES, COSTS, EXPENSES, AND
LIABILITIES WHATSOEVER, KNOWN OR UNKNOWN, ANTICIPATED OR UNANTICIPATED,
SUSPECTED OR UNSUSPECTED, FIXED, CONTINGENT, OR CONDITIONAL, AT LAW OR IN
EQUITY, ORIGINATING IN WHOLE OR IN PART ON OR BEFORE THE DATE THIS AMENDMENT
IS EXECUTED, WHICH BORROWER OR GUARANTOR MAY NOW OR HEREAFTER HAVE AGAINST
BANK, ITS PREDECESSORS, AGENTS, EMPLOYEES, SUCCESSORS AND ASSIGNS, IF ANY,
AND IRRESPECTIVE OF WHETHER ANY SUCH CLAIMS ARISE OUT OF CONTRACT, TORT,
VIOLATION OF LAW OR REGULATIONS, OR OTHERWISE, AND ARISING FROM ANY
"ADVANCES", INCLUDING, WITHOUT LIMITATION, ANY CONTRACTING FOR, CHARGING,
TAKING, RESERVING, COLLECTING OR RECEIVING INTEREST IN EXCESS OF THE HIGHEST
LAWFUL RATE APPLICABLE, THE EXERCISE OF ANY RIGHTS AND REMEDIES UNDER THE
AGREEMENT, OR THE OTHER LOAN DOCUMENTS, AND NEGOTIATION FOR AND EXECUTION OF
THIS AMENDMENT.
NOTICE PURSUANT TO TEX. BUS. & COMM. CODE {S} 26.02
THIS AMENDMENT AND ALL OTHER LOAN DOCUMENTS EXECUTED BY ANY OF THE
PARTIES BEFORE OR SUBSTANTIALLY CONTEMPORANEOUSLY WITH THE EXECUTION
HEREOF, INCLUDING THE GUARANTY, TOGETHER CONSTITUTE A WRITTEN CREDIT
AGREEMENT WHICH REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES AND
MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR
SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL
AGREEMENTS BETWEEN THE PARTIES.
[Remainder of this page intentionally left blank]
EXECUTED effective as of the date first set forth above.
BANK:
COMERICA BANK-TEXAS, a
state banking association
By: __________________________________________
Name: ________________________________________
Title: _______________________________________
BORROWER:
SPORT SUPPLY GROUP, INC., a
Delaware corporation
By: __________________________________________
Name: ________________________________________
Title: _______________________________________
GUARANTOR:
ATHLETIC TRAINING EQUIPMENT COMPANY, INC., a
Delaware corporation
By: __________________________________________
Name: ________________________________________
Title: _______________________________________
______________________________________________
Witness to Guarantor
INDEX TO ANNEXES
ANNEX I - Financial Covenants Addendum
ANNEX II - Form of Compliance Certificate
ANNEX I
FINANCIAL COVENANTS ADDENDUM
SECTION 1. FINANCIAL COVENANTS
1.1 Historical Fixed Charge Coverage Ratio. There shall be no Historical
Fixed Charge Covenant Ratio requirement under this Agreement from and after
the Second Amendment Effective Date.
1.2 Interest Coverage Ratio. Maintain a ratio of (a) EBIT to (b)
interest expense (determined in accordance with GAAP) for each period
specified below of at least the ratio set forth below during the
corresponding period:
Period Ratio
------ -----
For the three (3) month period beginning January 1, 2001
and ending March 31, 2001: 2.20 : 1
For the six (6) month period beginning January 1, 2001
and ending June 30, 2001: 2.02 : 1
For the nine (9) month period beginning January 1, 2001
and ending September 30, 2001: 2.38 : 1
For the twelve (12) month period beginning January 1, 2001
and ending December 31, 2001: 0.81 : 1
For any twelve (12) month quarterly period ending on or
after March 31, 2002: 1.50 : 1
1.3 Debt-to-Tangible Net Worth Ratio. Maintain a Debt-to-Tangible Net
Worth Ratio at all times of not more than 1.5:1.0.
1.4 Current Ratio. Maintain a Current Ratio at all times of not less
than 1.5:1.0.
ANNEX II
FORM OF COMPLIANCE CERTIFICATE
This Compliance Certificate is executed and delivered to Comerica Bank-
Texas ("Bank") by Sport Supply Group, Inc. ("Borrower") this ___ day of
____________, 20__. All capitalized terms used but not defined herein,
shall have the meanings given to such terms in that certain Credit
Agreement, dated as of April 26, 1999, between Bank and Borrower, as amended
by that certain First Amendment to Credit Agreement dated as of September
13, 2000, as further amended by that certain Second Amendment to Credit
Agreement dated December 27, 2000 (such Credit Agreement, as the same has
been and may be renewed, extended, amended, modified, supplemented or
restated from time to time, the "Credit Agreement"). The undersigned hereby
certifies to Bank as follows:
(1) The undersigned is the duly elected, qualified and acting ________
___________ of Borrower and, as such, is authorized to make and deliver this
Certificate.
(2) The undersigned has reviewed the provisions of the Credit
Agreement and confirms that, as of the date hereof:
(a) the representations and warranties contained in Section 3 of
the Credit Agreement are true and correct in all material respects on and as
of the date hereof with the same force and effect as though made on and as
of the date hereof;
(b) no Default or Event of Default has occurred and is
continuing, and Borrower has complied with all of the terms, covenants and
conditions set forth in the Credit Agreement; and
(c) attached hereto as Schedule A is a report prepared by the
undersigned setting forth information and calculations that demonstrate
compliance (or noncompliance) with each of the covenants set forth in the
Financial Covenants Addendum to the Credit Agreement.
The foregoing certificate is given in my capacity as ____________________ of
Borrower, and not in my individual capacity.
SPORT SUPPLY GROUP, INC., a
Delaware corporation
By: __________________________________________
Name: ________________________________________
Title: _______________________________________
SCHEDULE A TO COMPLIANCE CERTIFICATE
(At all times from and after the Second Amendment Effective Date)
1. Historical Fixed Charge Coverage Ratio No requirement.
2. Interest Coverage Ratio
(a) EBIT $_____________
(b) Interest expense (determined in $_____________
accordance with GAAP)
(c) Ratio of (i) Operating Income to (ii) ______ to 1.0
interest expense [(a) to (b)]:
(d) Financial Covenants Addendum presently
requires the Interest Coverage Ratio to ______ to 1.0
be not less than:
Covenant Satisfied
Covenant Not Satisfied
Covenant Not Tested
3. Debt-to-Tangible Net Worth Ratio
(a) Borrower's Debt (less Subordinated Debt) $____________
(b) Borrower's Tangible Net Worth: $____________
(c) Ratio of (I) Borrower's Debt (less
Subordinated Debt) to (ii) Borrower's ______ to 1.0
Tangible Net Worth [(a) to (b)]:
(d) Financial Covenants Addendum presently
requires the ratio of ______ to 1.0
(i) Cash Flow (ii) interest expense be
not more than::
Covenant Satisfied
Covenant Not Satisfied
Covenant Not Tested
4. Current Ratio
(a) Borrower's Current Assets $____________
(b) Borrower's Current Liabilities $____________
(c) Ratio of (i) Borrower's Current Assets to
(ii) Borrower's Current Liabilities [(a) ______ to 1.0
to (b)]:
(d) Financial Covenants Addendum presently
requires Borrower to maintain a Current 1.5 to 1.0
Ratio of not less than:
Covenant Satisfied
Covenant Not Satisfied
Covenant Not Tested
5. Excess Cash Flow
(a) EBITDA for immediately preceding month $____________
(b) Aggregate of all scheduled payments of
principal and interest required or paid
during such month in respect of all Debt,
including Capitalized Lease Obligations
and the scheduled payment on the Term Loan $____________
(c) Excess Cash Flow [Line (a) minus Line $____________
(b)]
