UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of
1934
Date
of report: September 10, 2007 (Date of earliest event reported: September
10, 2007)
RBC
BEARINGS INCORPORATED
(EXACT
NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
|
Delaware
|
333-124824
|
95-4372080
|
|
(State
or other jurisdiction
of
incorporation)
|
(Commission
File
Number)
|
(IRS
Employer
Identification
No.)
|
One
Tribology Center
Oxford,
CT 06478
(Address
of Principal Executive Offices, Including Zip Code)
(203)
267-7001
(Registrant’s
Telephone Number, Including Area Code)
N/A
(Former
Name or Former Address, if Changed Since Last Report)
Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Page
1
On
September 10, 2007 RBC Bearings Incorporated (“the Company”) and Roller Bearing
Company of America, Inc., (“RBCA”)
entered
into an amendment of the Credit Agreement, dated as of June 26, 2006 by and
between the Company, RBCA and KeyBank National Association, as Administrative
Agent and Lender and filed as Exhibit 99.1 on Form 8-K dated July 18, 2006.
A
description of the amendment is as follows:
The
Applicable Commitment Fee payable under the Credit Agreement was decreased
from
a range of 10 to 27.5 basis points, based on the Company’s Total Leverage Ratio
(the Company’s consolidated ratio of debt to adjusted EBITDA from time to time),
to a range of 7.5 to 20 basis points.
The
Applicable Margin payable under the Credit Agreement for revolving loans that
are base rate loans, based on the Company’s Total Leverage Ratio, was decreased
from a range of 0 to 75 basis points to a range of from 0 to 25 basis points.
The Applicable Margin payable under the Credit Agreement for revolving loans
that are fixed rate loans, based on the Company’s Total Leverage Ratio, was
decreased from a range of 62.5 to 165 basis points to a range of from 37.5
to
115 basis points.
The
covenant requiring the Company to limit the Consolidated Capital Expenditures
in
any fiscal year to an amount not to exceed $20,000,000 was amended to increase
the limit to an amount not to exceed $30,000,000.
Item
9.01 Financial Statements and Exhibits.
|
|
Description
|
|
|
|
10.1
|
|
Amendment
No. 2 to Credit Agreement, dated as of September 10, 2007 by and
between
Roller Bearing Company of America, Inc., RBC Bearings Incorporated
and KeyBank National Association, as Administrative Agent and Lender.
|
|
SIGNATURES
According
to the requirements of the Securities Exchange Act of 1934, the Company has
duly
caused this report to be signed on its behalf by the undersigned, hereunto
duly
authorized.
Date:
September 10, 2007
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RBC
BEARINGS INCORPORATED
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||
| |
|
|
| By: |
/s/
Thomas J. Williams
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|
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Name:
Thomas J. Williams
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Title:
Corporate General Counsel &
Secretary
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Page
2
Exhibit
10.1
AMENDMENT
NO. 2
TO
CREDIT AGREEMENT
This
AMENDMENT
NO. 2 TO CREDIT AGREEMENT (this
“Amendment”),
dated
as of September 10, 2007, among ROLLER
BEARING COMPANY OF AMERICA, INC.,
a
Delaware corporation (the “Borrower”),
RBC
BEARINGS INCORPORATED,
a
Delaware corporation (“Holdings”)
various financial institutions and KEYBANK
NATIONAL ASSOCIATION,
as
Administrative Agent (as defined below).
WITNESSETH:
WHEREAS,
pursuant to the Credit Agreement, dated as of June 26, 2006 (as heretofore
amended, supplemented or otherwise modified, the “Credit
Agreement”),
among
the Borrower, Holdings, various financial institutions party thereto from time
to time (the “Lenders”)
and
KeyBank National Association, as administrative agent (the “Administrative
Agent”),
the
Borrower has been extended certain loans and other financial accommodations;
WHEREAS,
the
parties hereto desire to amend the Credit Agreement as set forth
herein;
NOW
THEREFORE,
in
consideration of the mutual promises and agreements contained herein and other
good and valuable consideration, the receipt and adequacy of which are hereby
acknowledged, the parties hereto do hereby agree as follows:
| Section 1. |
DEFINED
TERMS.
|
Each
defined term used herein and not otherwise defined herein shall have the meaning
ascribed to such term in the Credit Agreement, as amended by this
Amendment.
| Section 2. |
AMENDMENTS
TO THE CREDIT AGREEMENT.
|
The
Credit Agreement is hereby amended as follows:
2.1 Amendment
to Section 1.1 (Definition of Applicable Commitment Fee
Rate).
Clause
(ii) of the defined term “Applicable Commitment Fee Rate” in Section 1.1 shall
be replaced in its entirety with the following:
(ii) Commencing
with the fiscal quarter of Holdings ending June 30, 2006, and continuing with
each fiscal quarter thereafter until the fiscal quarter of Holdings ending
June
30, 2007, the Administrative Agent shall determine the Applicable Commitment
Fee
Rate in accordance with the following matrix, based on the Total Leverage
Ratio:
|
Total
Leverage Ratio
|
Applicable
Commitment Fee Rate
|
|
Less
than 0.75 to 1.00
|
10.00
bps
|
|
Greater
than or equal to 0.75 to 1.00, but less than 1.25 to 1.00
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15.00
bps
|
|
Greater
than or equal to 1.25 to 1.00, but less 1.75 to 1.00
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20.00
bps
|
|
Greater
than or equal to 1.75 to 1.00, but less than 2.75 to 1.00
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25.00
bps
|
|
Greater
than or equal to 2.75 to 1.00
|
27.50
bps
|
1
Commencing
with the fiscal quarter of Holdings ending June 30, 2007, and continuing with
each fiscal quarter thereafter, the Administrative Agent shall determine the
Applicable Commitment Fee Rate in accordance with the following matrix, based
on
the Total Leverage Ratio:
|
Total
Leverage Ratio
|
Applicable
Commitment Fee Rate
|
|
Less
than 0.50 to 1.00
|
7.50
bps
|
|
Greater
than or equal to 0.50 to 1.00, but less than 1.75 to 1.00
|
12.50
bps
|
|
Greater
than or equal to 1.75 to 1.00, but less 2.75 to 1.00
|
15.00
bps
|
|
Greater
than or equal to 2.75 to 1.00
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20.00
bps
|
2.2 Amendment
to Section 1.1 (Definition of Applicable Margin).
Clause
(ii) of the defined term “Applicable Margin” in Section 1.1 shall be replaced in
its entirety with the following:
(ii) Commencing
with the fiscal quarter of Holdings ending June 30, 2006, and continuing with
each fiscal quarter thereafter until the fiscal quarter of Holdings ending
June
30, 2007, the Administrative Agent shall determine the Applicable Margin in
accordance with the following matrix, based on the Total Leverage
Ratio:
|
Total
Leverage Ratio
|
Revolving
Loans that are Base Rate Loans
|
Revolving
Loans that are Fixed Rate Loans
|
|
Less
than 0.75 to 1.00
|
0.00
bps
|
62.50
bps
|
|
Greater
than or equal to 0.75 to 1.00, but less than 1.25 to 1.00
|
0.00
bps
|
75.00
bps
|
|
Greater
than or equal to 1.25 to 1.00, but less 1.75 to 1.00
|
0.00
bps
|
100.00
bps
|
|
Greater
than or equal to 1.75 to 1.00, but less than 2.75 to 1.00
|
37.50
bps
|
132.50
bps
|
|
Greater
than or equal to 2.75 to 1.00
|
75.00
bps
|
165.00
bps
|
2
Commencing
with the fiscal quarter of Holdings ending June 30, 2007, and continuing with
each fiscal quarter thereafter, the Administrative Agent shall determine the
Applicable Margin in accordance with the following matrix, based on the Total
Leverage Ratio:
|
Total
Leverage Ratio
|
Revolving
Loans that are Base Rate Loans
|
Revolving
Loans that are Fixed Rate Loans
|
|
Less
than 0.50 to 1.00
|
0.00
bps
|
37.50
bps
|
|
Greater
than or equal to 0.50 to 1.00, but less than 1.75 to 1.00
|
0.00
bps
|
62.50
bps
|
|
Greater
than or equal to 1.75 to 1.00, but less 2.75 to 1.00
|
0.00
bps
|
87.50
bps
|
|
Greater
than or equal to 2.75 to 1.00
|
25.00
bps
|
115.00
bps
|
2.3 Amendment
to Section 7.6 (Consolidated Capital Expenditures).
Section
7.6 is hereby deleted in its entirety and replaced with the
following:
7.6 Consolidated
Capital Expenditures.
Neither
Holdings nor the Borrower will permit the Consolidated Capital Expenditures
of
Holdings in any fiscal year to exceed, $30,000,000, excluding (a) any
Consolidated Capital Expenditures made with Cash Proceeds and (b) Consolidated
Capital Expenditures attributable to Permitted Acquisitions; provided, that
to
the extent that the aggregate Consolidated Capital Expenditures of the Holdings
and its Subsidiaries during any fiscal year are less than the amounts set forth
above, any unused portion may be carried-forward into the subsequent fiscal
year
(but only that subsequent year).
2.4 Amendment
to Exhibit D (Form of Compliance Certificate).
Exhibit
D is hereby deleted in its entirety and replaced with the Exhibit
D
attached
hereto.
| Section 3. |
REPRESENTATIONS
AND WARRANTIES.
|
Each
of
the Borrower and Holdings hereby represents and warrants to the Lenders and
the
Administrative Agent as follows:
3.1 Enforceability;
Continuing Effectiveness.
This
Amendment has been duly and validly executed by an authorized executive officer
of the Borrower or Holdings, as applicable, and constitutes the legal, valid
and
binding obligation of the Borrower or Holdings, as applicable, in each case,
enforceable against it in accordance with its terms, subject to any applicable
bankruptcy, insolvency, reorganization, moratorium or similar laws affecting
the
enforcement of creditor’s rights generally or by equitable principles including
principles of commercial reasonableness, good faith and fair dealing (whether
enforceability is sought by proceedings in equity or at law). The Credit
Agreement, as amended by this Amendment, remains in full force and effect and
remains the valid and binding obligation of the Borrower or Holdings, as
applicable, enforceable against it in accordance with its terms, subject to
any
applicable bankruptcy, insolvency, reorganization, moratorium or similar laws
affecting the enforcement of creditor’s rights generally or by equitable
principles including principles of commercial reasonableness, good faith and
fair dealing (whether enforceability is sought by proceedings in equity or
at
law). Each of the Borrower and Holdings hereby ratifies and confirms the Credit
Agreement, as amended by this Amendment.
3
3.2
No
Default or Event of Default. Both
before and after given effect to this Amendment, no Default or Event of Default
is existing or will be existing.
3.3
Representations
and Warranties. Both
before and after giving effect to this Amendment, the representations and
warranties contained in the Credit Agreement and the other Loan Documents are
true and will be true and correct in
all
material respects with the same effect as though such representations and
warranties had been made on and as of the date hereof (except to the extent
such
representations and warranties expressly refer to an earlier date, in which
case
they are true and will be true and correct as of such earlier date, and except
to the extent such representations and warranties are qualified by materiality,
contain dollar thresholds or have “Material Adverse Effect” qualifiers, in which
case, such representations and warranties are true and will be true and correct
in all respects).
| Section 4 |
CONDITIONS
TO EFFECTIVENESS.
|
This
Amendment shall become effective as of the date and time at which each of the
following conditions precedent shall have been fulfilled:
4.1 This
Amendment.
The
Administrative Agent shall have received from the Borrower, Holdings and the
Required Lenders a counterpart of this Amendment, executed and delivered by
a
duly authorized officer of each such Person.
4.2
Guarantor
Acknowledgment.
The
Administrative Agent shall have received from each Subsidiary Guarantor and
from
Holdings, a counterpart of the Guarantor Acknowledgment, in the form attached
hereto as Exhibit
A,
executed and delivered by a duly authorized officer of each such
Person.
| Section 5 |
MISCELLANEOUS.
|
5.1 Governing
Law.
This
Amendment shall be governed by and construed in accordance with the laws of
the
State of New York without giving effect to the conflict of laws rules thereof
(other than Section 5-1401 of the New York General Obligations
Law).
5.2 Severability.
In the
event any provision of this Amendment should be invalid, the validity of the
other provisions hereof and of the Credit Agreement shall not be affected
thereby.
5.3 Counterparts.
This
Amendment may be executed in one or more counterparts, each of which, when
taken
together, shall constitute but one and the same agreement.
5.4 Nonwaiver.
The
execution, delivery, performance and effectiveness of this Amendment shall
not
operate nor be deemed to be nor construed as a waiver (i) of any right, power
or
remedy of the Lenders or the Administrative Agent under the Credit Agreement
or
any other Loan Document, or (ii) of any term, provision, representation,
warranty or covenant contained in the Credit Agreement or any other
documentation executed in connection therewith. Further, none of the provisions
of this Amendment shall constitute, be deemed to be or construed as, a waiver
or
consent to any Default or Event of Default under the Credit Agreement, as
amended by this Amendment.
4
5.5 Reference
to and Effect on the Credit Agreement.
Upon
the effectiveness of this Amendment, each reference in the Credit Agreement
amended hereby to “this Agreement,” “hereunder,” “hereof,” “herein,” or words of
like import shall mean and be a reference to the Credit Agreement, as amended
by
this Amendment and each reference to the Credit Agreement, any other Loan
Document or in any other document, instrument or agreement executed and/or
delivered in connection with the Credit Agreement or any other Loan Document
shall mean and be a reference to the Credit Agreement, as amended by this
Amendment.
[Signatures
Follow on Next Page]
5
IN
WITNESS WHEREOF,
the
parties hereto have caused this Amendment to be duly executed by their
respective officers or agents thereunto duly authorized as of the date first
written above.
|
BORROWER:
ROLLER
BEARING COMPANY OF AMERICA, INC.
By:
Name:
Title:
HOLDINGS:
RBC
BEARINGS INCORPORATED
By:
Name:
Title:
|
S-1
|
ADMINISTRATIVE
AGENT, LC ISSUER AND LENDER:
KEYBANK
NATIONAL ASSOCIATION
By:
Name:
Title:
LENDERS:
JPMORGAN
CHASE BANK, N.A.
By:
Name:
Title:
BANK
OF AMERICA, N.A.
By:
Name:
Title:
LASALLE
BANK NATIONAL ASSOCIATION
By:
Name:
Title:
GENERAL
ELECTRIC CAPITAL CORPORATION
By:
Name:
Title:
COMERICA
BANK
By:
Name:
Title:
|
S-2
EXHIBIT
A
GUARANTOR
ACKNOWLEDGEMENT
Each
of
the undersigned hereby acknowledges and agrees to the terms of Amendment No.
2
to Credit Agreement, dated as of July _____, 2007 (the “Amendment”),
among
ROLLER
BEARING COMPANY OF AMERICA, INC.,
a
Delaware corporation, RBC
BEARINGS INCORPORATED,
a
Delaware corporation, various financial institutions and KEYBANK
NATIONAL ASSOCIATION,
as
Administrative Agent. Each of the undersigned hereby confirms that, upon the
effectiveness of the Amendment, each Security Document, the Parent Guaranty
(if
applicable), the Subsidiary Guaranty (if applicable) and each other Loan
Document to which such undersigned is a party, shall remain in full force and
effect and be the valid and binding obligation of the undersigned, enforceable
against the undersigned in accordance with its terms, subject to any applicable
bankruptcy, insolvency, reorganization, moratorium or similar laws affecting
the
enforcement of creditor’s rights generally or by equitable principles including
principles of commercial reasonableness, good faith and fair dealing (whether
enforceability is sought by proceedings in equity or at law). The undersigned
hereby further confirms that, upon the effectiveness of the Amendment, the
Parent Guaranty or the Subsidiary Guaranty, as applicable, shall continue to
guaranty the Guaranteed Obligations (as defined therein).
Capitalized
terms used herein but not defined are used as defined in the Credit
Agreement.
Dated
as
of September _____, 2007
|
RBC
BEARINGS INCORPORATED
By:
Name:
Title:
RBC
OKLAHOMA, INC.
By:
Name:
Title:
RBC
NICE BEARINGS, INC.
By:
Name:
Title:
RBC
LINEAR PRECISION PRODUCTS, INC.
By:
Name:
Title:
|
A-1
|
INDUSTRIAL
TECTONICS BEARINGS
CORPORATION
By:
Name:
Title:
RBC
PRECISION PRODUCTS - PLYMOUTH,
INC.
By:
Name:
Title:
RBC
PRECISION PRODUCTS - BREMEN,
INC.
By:
Name:
Title:
TYSON
BEARING COMPANY, INC.
By:
Name:
Title:
RBC
AIRCRAFT PRODUCTS, INC.
By:
Name:
Title:
RBC
SOUTHWEST PRODUCTS, INC.
By:
Name:
Title:
|
A-2
EXHIBIT
D
FORM
OF COMPLIANCE CERTIFICATE
________________,
20____
KEYBANK
NATIONAL ASSOCIATION,
as
Administrative Agent
127
Public Square
Cleveland,
Ohio 44114
Attention:
Agent Services
Each
Lender party to the
Credit
Agreement referred to below
Ladies
and Gentlemen:
Reference
is made to that certain Credit Agreement, dated as of June 26, 2006 (as the
same
may be amended, restated or otherwise modified from time to time, the
“Credit
Agreement,”
the
terms defined therein being used herein as therein defined), among ROLLER
BEARING COMPANY OF AMERICA, INC., a Delaware corporation (the “Borrower”),
RBC
BEARINGS INCORPORATED, a
Delaware corporation (“Holdings”),
the
financial institutions from time to time party thereto (the “Lenders”),
and
KEYBANK NATIONAL ASSOCIATION, as the administrative agent (the “Administrative
Agent”).
Pursuant to Section 6.1(d) of the Credit Agreement, the undersigned hereby
certifies, solely on behalf of Holdings and not in its individual capacity,
to
the Administrative Agent and the Lenders as follows:
(a) I
am the
duly elected Chief Financial Officer of Holdings.
(b) I
am
familiar with the terms of the Credit Agreement and the other Loan Documents,
and I have made, or have caused to be made under my supervision, a review in
reasonable detail of the financial condition of Holdings and its Subsidiaries
during the accounting period covered by the attached financial
statements.
| (c) | o |
After
taking into account the review described in paragraph (b) above,
I
have
no knowledge of the existence of any condition or event that constitutes
or constituted a Default or Event of Default at the end of the accounting
period covered by the attached financial statements or as of the
date of
this Compliance Certificate.
|
|
o
|
One
or more Defaults or Events of Default exists. Attached to this Compliance
Certificate is an addendum specifying each such Default or Event
of
Default, the nature and extent thereof, and the steps being taken
(or
proposed to be taken) by the Credit Parties with respect
thereto.
|
[CHECK
APPROPRIATE BOX ABOVE]
D-1
(d) The
representations and warranties of the Credit Parties contained in the Credit
Agreement and in the other Loan Documents are true and correct in all material
respects with the same effect as though such representations and warranties
had
been made on and at the date hereof, except to the extent that such
representations and warranties expressly relate to an earlier specified date,
in
which case such representations and warranties were true and correct in all
material respects as of the date when made.
(e) Set
forth
on Attachment
I
hereto
are calculations of the financial covenants set forth in Sections 7.6 and 7.8
of
the Credit Agreement, which calculations show compliance with the terms thereof
for the fiscal quarter of Holdings ending ___________, 20______.
|
Very
truly yours,
|
|
|
RBC
BEARINGS INCORPORATED
By:
Name:
Title:
Chief Financial Officer
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|
D-2
Attachment
I
I.
CONSOLIDATED CAPITAL EXPENDITURES
(Section
7.6)
Consolidated
Capital Expenditures covenant is calculated as follows:
|
The
aggregate of all expenditures (whether paid in cash or accrued as
liabilities) during the previous fiscal year made by a Person and
its
Subsidiaries to acquire or lease (pursuant to a Capital Lease) fixed
or
capital assets, or additions to equipment (including replacements,
capitalized repairs and improvements during such period):
|
$_____________
|
|
Less:
|
|
|
Any
such expenditure made to restore, replace or rebuild property to
the
condition of such property immediately prior to any Event of Loss
to the
extent such expenditure is made with, or subsequently reimbursed
out of
insurance proceeds, indemnity payments, condemnation awards (or payments
in lieu of) or damage recovery proceeds relating to any Event of
Loss:
|
$_____________
|
|
Any
such expenditure made pursuant to Section 7.2 (Consolidation, Merger,
Acquisitions, Asset Sales, etc.) or Section 7.5 (Investments and
Guaranty
Obligations) of the Credit Agreement:
|
$_____________
|
|
Any
such expenditure made to the extent reimbursed by a third
party:
|
$_____________
|
|
Any
such expenditure made with proceeds of Equity Issuances:
|
$_____________
|
|
Total
Consolidated Capital Expenditures:
|
$_____________
|
|
Less:
|
|
|
Consolidated
Capital Expenditures made with Cash Proceeds:
|
$_____________
|
|
Consolidated
Capital Expenditures attributable to Permitted
Acquisitions:
|
$_____________
|
|
Total
[A]:
|
$_____________
|
|
COVENANT
TEST:
|
$30,000,000
|
|
|
|
|
Plus:
|
|
|
Carry-forward
amount permitted under Section 7.6:
|
$_____________
|
|
Total
permitted Consolidated Capital Expenditures [B]:
|
$_____________
|
THE
AMOUNT IN A MUST BE LESS THAN OR EQUAL TO THE AMOUNT IN B
II.
TOTAL LEVERAGE RATIO
(Section
7.8(a))
Total
Leverage Ratio is defined as follows:
|
Consolidated
Funded
Indebtedness
|
||
|
All
Indebtedness for borrowed money evidenced by notes, bonds, debentures,
or
similar evidences of Indebtedness that by its terms matures more
than one
year from, or is directly or indirectly renewable or extendible at
such
Person’s option under a revolving credit or similar agreement obligating
the lender or lenders to extend credit over a period of more than
one year
from the date of creation thereof, and specifically including Capitalized
Lease Obligations, current maturities of long-term debt, revolving
credit
and short-term debt extendible beyond one year at the option of the
debtor, and also including the Indebtedness under the Parent Subordinated
Securities and the Obligations and Indebtedness consisting of Guaranty
Obligations of the foregoing of other Persons:
|
$_____________
|
|
|
Less:
|
||
|
Unrestricted
Cash:
|
$_____________
|
|
|
But
excluding:
|
||
|
(a)
the Indebtedness of any other Person prior to the date it became
a
Subsidiary of, or was merged into, Holdings or any Subsidiary of
Holdings
and (b) the Indebtedness of any other Person (other than a Subsidiary)
in
which Holdings has an ownership interest:
|
$_____________
|
|
|
Total
[A]:
|
$_____________
|
|
|
Divided
by
|
||
|
Consolidated
EBITDA*
|
||
|
Consolidated
Net Income:
|
$_____________
|
|
|
Plus:
|
||
|
The
aggregate amounts deducted in determining such Consolidated Net Income
in
respect of:
|
||
|
Consolidated
Interest Expense:
|
$_____________
|
|
|
Consolidated
Income Tax Expense:
|
$_____________
|
|
|
Consolidated
Depreciation and Amortization Expense:
|
$_____________
|
|
|
Restricted
stock expense and stock option expense (but only to the extent deducted
from the determination of Consolidated Net Income for such
period):
|
$_____________
|
|
Non-cash
charges as permitted in accordance with FAS 142:
|
$_____________
|
|
|
Consolidated
EBITDA for any Person or business unit that has been acquired by
the
Borrower or any of its Subsidiaries for any portion of such Testing
Period
prior to the date of acquisition, so long as such Consolidated EBITDA
is
set forth in appropriate audited financial statements of such Person
or
other financial statements of such Person reasonably acceptable to
the
Administrative Agent:
|
$_____________
|
|
|
Write-off
of deferred financing costs:
|
$_____________
|
|
|
Amortized
debt discount:
|
$_____________
|
|
|
Losses
from extraordinary items from such period:
|
$_____________
|
|
|
Any
aggregate net loss during such period arising from the sale, exchange
or
other disposition or capital assets of such Person:
|
$_____________
|
|
|
Any
non-recurring losses or charges (with the consent of the Administrative
Agent):
|
$_____________
|
|
|
Any
other non-cash losses or charges in respect of Hedge Agreements (including
those resulting from the application of FAS 133):
|
$_____________
|
|
|
Proceeds
received from business interruption insurance:
|
$_____________
|
|
|
Subtotal:
|
$_____________
|
|
|
Less:
|
||
|
Consolidated
EBITDA from any Asset Sale permitted under Section 7.2 and made during
such period, with such pro forma adjustments to be (a) made as if
such
Asset Sale occurred on the first day of such period, and (b) supported
by
such financial information as is reasonably satisfactory to the
Administrative Agent and (c) made only if agreed to in writing by
the
Administrative Agent:
|
$_____________
|
|
|
Total
[B]:
|
$_____________
|
|
|
Total
Leverage Ratio
[A
divided by B]
|
____________
|
|
|
COVENANT
TEST:
|
For
Testing Periods ending on the Closing Date through March 31,
2007:
|
No
greater than 3.50 to 1.00
|
|
For
Testing Periods ending from June 30, 2007 and thereafter:
|
No
greater than 3.25 to 1.00
|
*Consolidated
EBITDA during each of the fiscal quarters ending October 1, 2005, December
31,
2005 and April 1, 2006 shall be deemed to be $12,767,000, $13,542,000 and
$15,669,000, respectively.
III.
FIXED CHARGE COVERAGE RATIO
(Section
7.8(b))
Fixed
Charge Coverage Ratio is defined as follows:
|
Consolidated
EBITDA
|
As
calculated in Part II to this Attachment I:
|
$_____________
|
|
Less:
|
||
|
Consolidated
Capital
Expenditures
(modified)
|
As
calculated in Part I to this Attachment I, but excluding Capital
Expenditures not financed by Revolving Loans and income taxes paid
in
cash:
|
$_____________
|
|
Total
[A]:
|
$_____________
|
|
|
Divided
by:
|
||
|
Consolidated
Fixed
Charges
|
||
|
The
sum of:
|
||
|
Consolidated
Interest Expense (excluding, to the extent included therein, (a)
original
issue discount and (b) cash and non-cash interest paid by the issuance
of
payment-in-kind notes):
|
$_____________
|
|
|
Scheduled
principal payments of principal with respect to Indebtedness during
such
period:
|
$_____________
|
|
|
Payments
on earn-outs to sellers in connection with Permitted Acquisitions,
unless
such earn-outs are deducted in the calculation of Consolidated EBITDA
during the relevant period:
|
$_____________
|
|
|
The
aggregate of all redemptions, purchases, retirements, defeasances,
sinking
fund or similar payments or acquisitions for value with respect to
Indebtedness:
|
$_____________
|
|
|
Capital
Distributions paid in cash:
|
$_____________
|
|
|
But
Excluding:
|
||
|
(a)
the Consolidated Fixed Charges of any other Person prior to the date
it
became a Subsidiary of, or was merged into, Holdings or any Subsidiary
of
Holdings and (b) the Consolidated Fixed Charges of any other Person
(other
than a Subsidiary) in which Holdings has an ownership
interest:
|
$_____________
|
|
|
Total
[B]:
|
$_____________
|
|
Fixed
Charge Coverage Ratio
[A
divided by B]:
|
_______________
|
|
|
COVENANT
TEST:
|
Not
less than 1.50 to 1.00
|
All
amounts in this Attachment I are without duplication. Defined terms used herein
are used as defined in the Credit Agreement.