Section 7.11 Financial Covenants.
(a) Net Worth. Permit its Consolidated Net Worth as of
December 31, 1995 to be less than $21,000,000; nor permit its
Consolidated Net Worth as measured at the end of each Fiscal Quarter
thereafter to be less than the sum of: (a) $21,000,000, plus (b) the
amount by which Borrower's additional paid in capital exceeds
$21,000,000, plus (c) 75% of the net, after-tax earnings of the
Borrower as determined on a consolidated basis from the immediately
preceding Fiscal Year.
(b) Funded Debt to EBITDA. As calculated on the last day
of each Fiscal Quarter, permit the ratio of Funded Debt, plus amounts
attributable to capital leases to EBITDA to be greater than 2.25 to
(c) EBITDA to Interest Expense. As calculated on the
last day of each Fiscal Quarter, permit the ratio of EBITDA to
Interest Expense to be less than 5.0 to 1.0.
(d) Funded Debt to Capitalization. As calculated on the
last day of each Fiscal Quarter, permit the ratio of Borrower's Funded
Debt (as determined on a consolidated basis but excluding Debt
attributed to a Minority Interest), to Capitalization to be greater
than .5 to 1.0.
(e) For the purpose of calculating EBITDA in parts (b)
and (c) above, EBITDA shall be calculated on an annualized, trailing
six (6) month basis and it shall include the EBITDA of any Acquisition
so long as the calculation thereof is done in a manner reasonably
calculated to comply with GAAP. For the purpose of calculating
Interest Expense in part (c) above, Interest Expense shall be
calculated on a trailing twelve (12) month basis.
Section 7.12 Inconsistent Agreements. Enter into any agreement
containing any provision which would be violated or breached by the performance
by Borrower of its Obligations.
Section 7.13 Restrictions on Physician Practice Acquisitions. (a)
Enter into Physician Practice Acquisitions the aggregate cost of which exceeds
$4,000,000 in any twelve (12) month period without the Lender's prior written
consent; or (b) enter into any single Physician Practice Acquisition the cost of
which exceeds $2,000,000 without the Lender's prior written approval, provided
that the provisions of this subpart (b) do not apply to the following matters:
(i) Melbourne Eye Practice, and (ii) Wichita Eye Practice.