Common use of Minimum Asset Coverage Clause in Contracts

Minimum Asset Coverage. Credit Parties shall not permit, at any time, (i) the positive difference between (A) the Working Capital Borrowing Base at such time (without taking into account the Term Loan Reserve, the Minimum Availability Amount or any other Reserves (as defined in the Working Capital Agreement)) and (B) the principal amount of all Indebtedness outstanding (including without limitation, all undrawn letters of credit) under the Working Capital Agreement and this Agreement at such time (such positive difference, the “Minimum Asset Coverage”) to be less than the correlative amount indicated below under the heading “Minimum Asset Coverage” for such period, or (ii) the percentage obtained by dividing (A) the amount specified in clause (i)(B) above at such time by (B) the amount specified in clause (i)(A) above at such time to be greater than the percentage specified below under the heading “Maximum Coverage Percentage” for such period: May 1, 2008 through May 31, 2008 $25,000,000 74.1% June 1, 2008 through (but not including) the Initial ▇▇▇▇▇▇▇▇ Closing Date $30,000,000 69.3% The Initial ▇▇▇▇▇▇▇▇ Closing Date through (but not including) June 8, 2008 (except to the extent set forth in the immediately succeeding row) $41,000,000 (or, to the extent Holdings delivers a $3,000,000 letter of credit to ▇▇▇▇▇▇▇▇ Merchandisers, L.P. pursuant to the ▇▇▇▇▇▇▇▇ Purchase Agreement as in effect on the Seventh Amendment Effective Date, $38,000,000) 57.0% (or, to the extent Holdings delivers a $3,000,000 letter of credit to ▇▇▇▇▇▇▇▇ Merchandisers, L.P. pursuant to the ▇▇▇▇▇▇▇▇ Purchase Agreement as in effect on the Seventh Amendment Effective Date, 60.0%) The earlier of (x) the date of receipt of all payments by or on behalf of Holdings in respect of all Initial WMS Inventory (as defined in the ▇▇▇▇▇▇▇▇ Purchase Agreement as in effect on the Seventh Amendment Effective Date), and (y) June 9, 2008 through June 20, 2008 $43,000,000 (or, to the extent Holdings delivers a $3,000,000 letter of credit to ▇▇▇▇▇▇▇▇ Merchandisers, L.P. pursuant to the ▇▇▇▇▇▇▇▇ Purchase Agreement as in effect on the Seventh Amendment Effective Date, $40,000,000) 54.0% (or, to the extent Holdings delivers a $3,000,000 letter of credit to ▇▇▇▇▇▇▇▇ Merchandisers, L.P. pursuant to the ▇▇▇▇▇▇▇▇ Purchase Agreement as in effect on the Seventh Amendment Effective Date, 57.0%) June 21, 2008 and all times thereafter $80,000,000 10.0%”

Minimum Asset Coverage. Credit Parties shall not permit, at any time, (i) the positive difference between (A) the Working Capital Borrowing Base at such time (without taking into account the Term Loan Reserve, the Minimum Availability Amount or any other Reserves (as defined in the Working Capital Agreement)) and (B) the principal amount of all Indebtedness outstanding (including without limitation, all undrawn letters of credit) under the Working Capital Term Loan Agreement and this Agreement at such time (such positive difference, the “Minimum Asset Coverage”) to be less than the correlative amount indicated below under the heading “Minimum Asset Coverage” for such period, or (ii) the percentage obtained by dividing (A) the amount specified in clause (i)(B) above at such time by (B) the amount specified in clause (i)(A) above at such time to be greater than the percentage specified below under the heading “Maximum Coverage Percentage” for such period: May 1, 2008 through May 31, 2008 $25,000,000 74.1% June 1, 2008 through (but not including) the Initial ▇▇▇▇▇▇▇▇ Closing Date $30,000,000 69.3% The Initial ▇▇▇▇▇▇▇▇ Closing Date through (but not including) June 8, 2008 (except to the extent set forth in the immediately succeeding row) $41,000,000 (or, to the extent Holdings delivers a $3,000,000 letter of credit to ▇▇▇▇▇▇▇▇ Merchandisers, L.P. pursuant to the ▇▇▇▇▇▇▇▇ Purchase Agreement as in effect on the Seventh Amendment Effective Date, $38,000,000) 57.0% (or, to the extent Holdings delivers a $3,000,000 letter of credit to ▇▇▇▇▇▇▇▇ Merchandisers, L.P. pursuant to the ▇▇▇▇▇▇▇▇ Purchase Agreement as in effect on the Seventh Amendment Effective Date, 60.0%) The earlier of (x) the date of receipt of all payments by or on behalf of Holdings in respect of all of the Initial WMS Inventory (as defined in the ▇▇▇▇▇▇▇▇ Purchase Agreement as in effect on the Seventh Amendment Effective Date), ) and (y) June 9, 2008 through June 20, 2008 $43,000,000 (or, to the extent Holdings delivers a $3,000,000 letter of credit to ▇▇▇▇▇▇▇▇ Merchandisers, L.P. pursuant to the ▇▇▇▇▇▇▇▇ Purchase Agreement as in effect on the Seventh Amendment Effective Date, $40,000,000) 54.0% (or, to the extent Holdings delivers a $3,000,000 letter of credit to ▇▇▇▇▇▇▇▇ Merchandisers, L.P. pursuant to the ▇▇▇▇▇▇▇▇ Purchase Agreement as in effect on the Seventh Amendment Effective Date, 57.0%) June 21, 2008 and all times thereafter $80,000,000 10.0%”