EYE » Topics » Some of our debt agreements contain covenant restrictions that may limit our ability to operate our business.

These excerpts taken from the EYE 10-K filed Feb 24, 2009.

Some of our debt agreements contain covenant restrictions that may limit our ability to operate our business.

The agreements governing our Credit Facility contain covenant restrictions that limit our ability to operate our business, including restrictions on our ability to:

 

   

incur additional debt or issue guarantees;

 

   

create liens;

 

   

make certain investments, including acquisitions;

 

   

enter into transactions with our affiliates;

 

   

sell certain assets;

 

   

redeem capital stock or make other restricted payments;

 

   

declare or pay dividends or make other distributions to stockholders; and

 

   

consolidate, merge or transfer all or substantially all of our assets and the assets of our subsidiaries on a consolidated basis.

Our Credit Facility requires us to maintain specific leverage, fixed charge coverage and interest coverage ratios. Our ability to comply with these covenants is dependent on our future performance, which will be subject to many factors, some of which are beyond our control, including prevailing economic conditions. Our failure to comply with these covenant obligations could prevent us from borrowing additional money under the Credit Facility and could result in a default under it. If a default occurs under any of our senior indebtedness, the relevant lenders could elect to declare the indebtedness, together with accrued interest and other fees, to be immediately due and payable and proceed against substantially all of our assets, which will serve as collateral securing the indebtedness. Moreover, if the lenders under the Credit Facility or other agreement in default were to accelerate the indebtedness outstanding under that Credit Facility, it could result in a default under other indebtedness. If all or any part of our indebtedness were to be accelerated, or if we were prevented from accessing available borrowing capacity, we may not have or be able to obtain sufficient funds to repay it and/or obtain sufficient funds to run our daily operations. In addition, we may incur other indebtedness in the future that may contain financial or other covenants that are more restrictive than those contained in our current indentures.

As a result of these covenants, our ability to respond to changes in business and economic conditions and to obtain additional financing, if needed, may be significantly restricted, and we may be prevented from engaging in transactions that might otherwise be beneficial to us. In addition, our failure to comply with these covenants could result in a default under our debt, which could permit the holders to accelerate such debt. If any of our debt is accelerated, we may not have sufficient funds available to repay such debt. As of December 31, 2008, we were in compliance with our financial and other covenants.

Some of our debt agreements contain covenant restrictions
that may limit our ability to operate our business.

The agreements governing our Credit Facility contain covenant restrictions that
limit our ability to operate our business, including restrictions on our ability to:

 







  

incur additional debt or issue guarantees;

 







  

create liens;

 







  

make certain investments, including acquisitions;

 







  

enter into transactions with our affiliates;

 







  

sell certain assets;

 







  

redeem capital stock or make other restricted payments;

 







  

declare or pay dividends or make other distributions to stockholders; and

STYLE="font-size:6px;margin-top:0px;margin-bottom:0px"> 







  

consolidate, merge or transfer all or substantially all of our assets and the assets of our subsidiaries on a consolidated basis.

STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%">Our Credit Facility requires us to maintain specific leverage, fixed charge coverage and interest coverage ratios. Our ability to comply with these
covenants is dependent on our future performance, which will be subject to many factors, some of which are beyond our control, including prevailing economic conditions. Our failure to comply with these covenant obligations could prevent us from
borrowing additional money under the Credit Facility and could result in a default under it. If a default occurs under any of our senior indebtedness, the relevant lenders could elect to declare the indebtedness, together with accrued interest and
other fees, to be immediately due and payable and proceed against substantially all of our assets, which will serve as collateral securing the indebtedness. Moreover, if the lenders under the Credit Facility or other agreement in default were to
accelerate the indebtedness outstanding under that Credit Facility, it could result in a default under other indebtedness. If all or any part of our indebtedness were to be accelerated, or if we were prevented from accessing available borrowing
capacity, we may not have or be able to obtain sufficient funds to repay it and/or obtain sufficient funds to run our daily operations. In addition, we may incur other indebtedness in the future that may contain financial or other covenants that are
more restrictive than those contained in our current indentures.

As a result of these covenants, our ability to respond to changes in
business and economic conditions and to obtain additional financing, if needed, may be significantly restricted, and we may be prevented from engaging in transactions that might otherwise be beneficial to us. In addition, our failure to comply with
these covenants could result in a default under our debt, which could permit the holders to accelerate such debt. If any of our debt is accelerated, we may not have sufficient funds available to repay such debt. As of December 31, 2008, we were
in compliance with our financial and other covenants.

Some of our debt agreements contain covenant restrictions
that may limit our ability to operate our business.

The agreements governing our Credit Facility contain covenant restrictions that
limit our ability to operate our business, including restrictions on our ability to:

 







  

incur additional debt or issue guarantees;

 







  

create liens;

 







  

make certain investments, including acquisitions;

 







  

enter into transactions with our affiliates;

 







  

sell certain assets;

 







  

redeem capital stock or make other restricted payments;

 







  

declare or pay dividends or make other distributions to stockholders; and

STYLE="font-size:6px;margin-top:0px;margin-bottom:0px"> 







  

consolidate, merge or transfer all or substantially all of our assets and the assets of our subsidiaries on a consolidated basis.

STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%">Our Credit Facility requires us to maintain specific leverage, fixed charge coverage and interest coverage ratios. Our ability to comply with these
covenants is dependent on our future performance, which will be subject to many factors, some of which are beyond our control, including prevailing economic conditions. Our failure to comply with these covenant obligations could prevent us from
borrowing additional money under the Credit Facility and could result in a default under it. If a default occurs under any of our senior indebtedness, the relevant lenders could elect to declare the indebtedness, together with accrued interest and
other fees, to be immediately due and payable and proceed against substantially all of our assets, which will serve as collateral securing the indebtedness. Moreover, if the lenders under the Credit Facility or other agreement in default were to
accelerate the indebtedness outstanding under that Credit Facility, it could result in a default under other indebtedness. If all or any part of our indebtedness were to be accelerated, or if we were prevented from accessing available borrowing
capacity, we may not have or be able to obtain sufficient funds to repay it and/or obtain sufficient funds to run our daily operations. In addition, we may incur other indebtedness in the future that may contain financial or other covenants that are
more restrictive than those contained in our current indentures.

As a result of these covenants, our ability to respond to changes in
business and economic conditions and to obtain additional financing, if needed, may be significantly restricted, and we may be prevented from engaging in transactions that might otherwise be beneficial to us. In addition, our failure to comply with
these covenants could result in a default under our debt, which could permit the holders to accelerate such debt. If any of our debt is accelerated, we may not have sufficient funds available to repay such debt. As of December 31, 2008, we were
in compliance with our financial and other covenants.

These excerpts taken from the EYE 10-K filed Mar 3, 2008.

Some of our debt agreements contain covenant restrictions that may limit our ability to operate our business.

The agreements governing our senior credit facility contain covenant restrictions that limit our ability to operate our business, including restrictions on our ability to:

 

   

incur additional debt or issue guarantees;

 

   

create liens;

 

   

make certain investments, including acquisitions;

 

   

enter into transactions with our affiliates;

 

   

sell certain assets;

 

   

redeem capital stock or make other restricted payments;

 

   

declare or pay dividends or make other distributions to stockholders; and

 

   

consolidate, merge or transfer all or substantially all of our assets and the assets of our subsidiaries on a consolidated basis.

Our senior credit facility requires us to maintain specific leverage, fixed charge coverage and interest coverage ratios. Our ability to comply with these covenants is dependent on our future performance, which will be subject to many factors, some of which are beyond our control, including prevailing economic conditions. Our failure to comply with these obligations would prevent us from borrowing additional money under the facility and could result in a default under it. If a default occurs under any of our senior indebtedness, the relevant lenders could elect to declare the indebtedness, together with accrued interest and other fees, to be immediately due and payable and proceed against substantially all of our assets, which will serve as collateral securing the indebtedness. Moreover, if the lenders under a facility or other agreement in default were to accelerate the indebtedness outstanding under that facility, it could result in a default under other indebtedness. If all or any part of our indebtedness were to be accelerated, we may not have or be able to obtain sufficient funds to repay it. In addition, we may incur other indebtedness in the future that may contain financial or other covenants that are more restrictive than those contained in our current indentures.

As a result of these covenants, our ability to respond to changes in business and economic conditions and to obtain additional financing, if needed, may be significantly restricted, and we may be prevented from engaging in transactions that might otherwise be beneficial to us. In addition, our failure to comply with these covenants could result in a default under our debt, which could permit the holders to accelerate such debt. If any of our debt is accelerated, we may not have sufficient funds available to repay such debt. As of December 31, 2007, we were in compliance with our financial and other covenants.

Some of our debt agreements contain covenant restrictions that may limit our ability to operate our business.

The agreements governing our senior credit facility contain covenant restrictions that limit our ability to operate our business,
including restrictions on our ability to:

 







  

incur additional debt or issue guarantees;

 







  

create liens;

 







  

make certain investments, including acquisitions;

 







  

enter into transactions with our affiliates;

 







  

sell certain assets;

 







  

redeem capital stock or make other restricted payments;

 







  

declare or pay dividends or make other distributions to stockholders; and

STYLE="font-size:6px;margin-top:0px;margin-bottom:0px"> 







  

consolidate, merge or transfer all or substantially all of our assets and the assets of our subsidiaries on a consolidated basis.

STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%">Our senior credit facility requires us to maintain specific leverage, fixed charge coverage and interest coverage ratios. Our ability to comply with
these covenants is dependent on our future performance, which will be subject to many factors, some of which are beyond our control, including prevailing economic conditions. Our failure to comply with these obligations would prevent us from
borrowing additional money under the facility and could result in a default under it. If a default occurs under any of our senior indebtedness, the relevant lenders could elect to declare the indebtedness, together with accrued interest and other
fees, to be immediately due and payable and proceed against substantially all of our assets, which will serve as collateral securing the indebtedness. Moreover, if the lenders under a facility or other agreement in default were to accelerate the
indebtedness outstanding under that facility, it could result in a default under other indebtedness. If all or any part of our indebtedness were to be accelerated, we may not have or be able to obtain sufficient funds to repay it. In addition, we
may incur other indebtedness in the future that may contain financial or other covenants that are more restrictive than those contained in our current indentures.

FACE="Times New Roman" SIZE="2">As a result of these covenants, our ability to respond to changes in business and economic conditions and to obtain additional financing, if needed, may be significantly restricted, and we may be prevented from
engaging in transactions that might otherwise be beneficial to us. In addition, our failure to comply with these covenants could result in a default under our debt, which could permit the holders to accelerate such debt. If any of our debt is
accelerated, we may not have sufficient funds available to repay such debt. As of December 31, 2007, we were in compliance with our financial and other covenants.

FACE="Times New Roman" SIZE="2">Despite our and our subsidiaries’ current levels of indebtedness, we may incur substantially more debt, which could further exacerbate the risks associated with our substantial indebtedness.

Although certain of our debt agreements contain restrictions on the incurrence of additional indebtedness, these restrictions are
subject to a number of qualifications and exceptions, and the indebtedness incurred in compliance with these restrictions could be substantial. Also, these restrictions do not prevent us from incurring obligations that do not constitute
“indebtedness” as defined in the relevant agreement. If new debt is added to our current debt levels, the related risks that we now face could intensify.

SIZE="2">Our stock price may fluctuate as a result of a variety of factors, many of which are beyond our control. These factors include:

 







  

quarterly variations in our operating results;

 







  

operating results that vary from the expectations of management, securities analysts and investors;

STYLE="font-size:6px;margin-top:0px;margin-bottom:0px"> 







  

changes in expectations as to our future financial performance;

SIZE="1"> 


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announcements of innovations, new products, strategic developments, significant contracts, acquisitions and other material events by us or our competitors;

 







  

the operating and securities price performance of other companies that investors believe are comparable to us;

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future sales of our equity or equity-related securities;

 







  

changes in general conditions in our industry and in the economy, the financial markets and the domestic or international political situation;

 







  

developments or disputes (including lawsuits) concerning proprietary rights or other legal matters;

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developments in the insurance market, which may limit the amount of insurance coverage available to us;

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recalls or significant quality issues;

 







  

departures of key personnel; and

 







  

regulatory considerations.

In
addition, in recent years, the stock market in general has experienced extreme price and volume fluctuations. This volatility has had a significant effect on the market price of securities issued by many companies for reasons often unrelated to
their operating performance. These broad market fluctuations may adversely affect our stock price, regardless of our operating results.

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