This excerpt taken from the TLCV 8-K filed Apr 3, 2009.
(a) Delivery of Documents. The Loan Parties shall deliver to the Agents and the Lender Parties by no later than:
(i) April 15, 2009:
(A) projections of Consolidated balance sheets and statements of operations of Parent and its Subsidiaries for the Fiscal Year ended December 31, 2009;
(B) a business plan for the 13 weeks from and after March 23, 2009 and for the second and third quarters of 2009, including, without limitation, a management discussion and analysis of the Borrower’s lines of business and a strategic plan to achieve the stated results of the projections referred to in Section 5(c) above;
(C) a complete and accurate detailed list of all Debt and trade debt of the Loan Parties and all entities in which any Loan Party holds any Equity Interests as of February 28, 2009, in a form satisfactory to the Required Lenders; and
(D) Consolidated balance sheets, statements of income and statements of cash flows of Parent and its Subsidiaries (1) for the months ended January 31, 2009 and February 28, 2009, respectively, and (2) for the period commencing at the end of the previous Fiscal Year and ended January 31, 2009 and February 28, 2009 respectively, setting forth in each case, in comparative form, the corresponding figures for the corresponding date or period of the preceding Fiscal Year, all in reasonable detail and duly certified by the Chief Financial Officer of the Parent as having been prepared in accordance with GAAP, together with a certificate of said officer stating that no Default has occurred and is continuing or, if a Default has occurred and is continuing, a statement as to the nature thereof and the action that the Parent has taken and proposes to take with respect thereto;
(ii) April 30, 2009:
(A) Consolidated monthly cash flow forecasts of Parent and its Subsidiaries for the period October 1, 2009 to March 31, 2010;
(B) a detailed analysis of (a) the contribution margin of each facility in which any Loan Party or any entity in which any Loan Party holds any Equity Interests has any right, title, or interest, (b) selling, general and administrative expenses of Parent and its Subsidiaries, and (c) marketing expenses by line of business of Parent and its Subsidiaries, in the case of each (a), (b), and (c) for the 12 months prior to the Amendment No. 2 Effective Date and projected for the balance of the Fiscal Year ending December 31, 2009;
(C) a detailed operational and financial restructuring plan for the Borrower and its Subsidiaries, in form and substance satisfactory to the Required Lenders; and
(D) all Control Account Agreements; provided that the Loan Parties shall use their best efforts to deliver to the Agents and the Lender Parties all Control Account Agreements by April 15, 2009.
(b) Liquidity. The Loan Parties shall during the Waiver Period (i) at all times cause minimum Liquidity to be no less than $1,500,000, (ii) as of the last Business Day of any week, cause minimum Adjusted Liquidity to be no less than $1,500,000, and (iii) promptly notify the Agents and the Lender Parties if (A) Liquidity is less than $2,000,000 at any time or (B) Adjusted Liquidity is less than $2,000,000 as of the last Business Day of any week.
(c) Reports. The Borrower shall deliver to the Administrative Agent and each Lender on Thursday of each week a certificate of the Chief Financial Officer of the Borrower as to (i) Liquidity and Adjusted Liquidity as of Friday of the previous week, and (ii) any changes to or non-compliance with either of the Liquidity Guidelines through Friday of the previous week, together with reasonable supporting detail and calculations; provided that the first certificate due during the Waiver Period shall be provided to the Administrative Agent and each Lender on April 3, 2009.
(d) Material Amendments. The Loan Parties shall not at any time during the Waiver Period make any material amendment to any agreements with any employee or independent contractor (including, without limitation, any optometrist or surgeon providing refractive laser or other services) unless the Loan Parties demonstrate to the satisfaction of the Required Lenders that such amendment results in cash savings or improved liquidity for the Loan Parties.
(e) Due Diligence. The Loan Parties shall use their best efforts at all times during the Waiver Period to provide all due diligence materials requested by the Required Lenders or their legal and financial advisors.
(f) 13-Week Cash Flow Projections. During the Waiver Period, the Loan Parties shall deliver to the Agents and the Lender Parties on a weekly basis, rolling thirteen week Consolidated cash flow forecasts of Parent and its Subsidiaries and, an updated comparison to the budgeted amounts from the prior week’s Consolidated cash flow projections in a form satisfactory to the Required Lenders;
(g) Notices. During the Waiver Period, the Loan Parties shall deliver to the Agents and the Lender Parties prompt written notice of (i) termination of any material contract to which any Loan Party is a party, (ii) failure by any franchisee to make any payment more than three months past due to any Loan Party, and (iii) any tax audit or assessment of taxes on any Loan Party.
(h) Distributions to Parent. During the Waiver Period, the Borrower shall not declare and pay cash dividends to Parent in excess of an aggregate amount of $750,000 to permit Parent to pay (1) reasonable and customary corporate and operating expenses (including reasonable out-of-pocket expenses for legal, administrative and accounting services provided by third parties, and compensation, benefits and other amounts payable to officers and employees in connection with their employment in the ordinary course of business and to board of director observers) and (2) franchise fees or similar taxes and fees required to maintain its corporate existence.