AFTER THE SENDING, MAKING AVAILABLE OR FILING OF ALL REPORTS AND FINANCIAL
STATEMENTS WHICH THE PARENT SENDS OR MAKES AVAILABLE TO ITS STOCKHOLDERS, AND
ALL REGISTRATION STATEMENTS AND AMENDMENTS THERETO, AND ALL REPORTS ON FORM 8-K
OR ANY SIMILAR FORM HEREAFTER IN USE WHICH THE PARENT FILES WITH THE SECURITIES
AND EXCHANGE COMMISSION.
FROM TIME TO TIME AT REASONABLE INTERVALS UPON THE
REQUEST OF ANY AUTHORIZED OFFICER OF THE AGENT OR ANY LENDER, EACH BORROWER AND
ITS SUBSIDIARIES WILL FURNISH TO THE AGENT, ON BEHALF OF THE LENDERS, SUCH OTHER
INFORMATION REGARDING THE BUSINESS, ASSETS, FINANCIAL CONDITION, INCOME OR
PROSPECTS OF THE BORROWERS AND THEIR SUBSIDIARIES AS SUCH OFFICER MAY REASONABLY
REQUEST, INCLUDING COPIES OF ALL TAX RETURNS, LICENSES, AGREEMENTS, LEASES AND
INSTRUMENTS TO WHICH ANY BORROWER OR ITS SUBSIDIARIES IS A PARTY.
AUTHORIZED
OFFICERS AND REPRESENTATIVES OF THE AGENT AND EACH LENDER WILL HAVE THE RIGHT
DURING NORMAL BUSINESS HOURS UPON REASONABLE NOTICE AND AT REASONABLE INTERVALS
TO VISIT THE PRINCIPAL EXECUTIVE OFFICE OF ANY BORROWER OR ITS SUBSIDIARIES, TO
DISCUSS THE AFFAIRS, FINANCES, AND ACCOUNTS OF EACH BORROWER AND ITS
SUBSIDIARIES WITH THE RESPECTIVE OFFICERS AND INDEPENDENT PUBLIC ACCOUNTANTS OF
EACH BORROWER AND ITS SUBSIDIARIES (AND BY THIS PROVISION EACH BORROWER AND ITS
SUBSIDIARIES AUTHORIZE SAID ACCOUNTANTS TO DISCUSS THE AFFAIRS, FINANCES AND
ACCOUNTS OF SUCH BORROWER AND ITS SUBSIDIARIES), EXAMINE THE BOOKS AND RECORDS
OF EACH BORROWER AND ITS SUBSIDIARIES, TO MAKE COPIES AND NOTES THEREFROM FOR
THE PURPOSE OF ASCERTAINING COMPLIANCE WITH OR OBTAINING ENFORCEMENT OF THIS
AGREEMENT OR ANY OTHER CREDIT DOCUMENT, PROVIDED THAT IF AN EVENT OF DEFAULT HAS
OCCURRED AND IS CONTINUING, SUCH VISIT AND INSPECTION SHALL BE AT THE EXPENSE OF
THE BORROWERS.
9.3.9
VECO FINANCIAL INFORMATION.
THE PARENT WILL
FURNISH TO THE AGENT AND EACH LENDER AS SOON AS AVAILABLE, AND IN ANY EVENT NO
LATER THAN NOVEMBER 1, 2007, THE CONSOLIDATED BALANCE SHEET AND STATEMENTS OF
INCOME, RETAINED EARNINGS AND CASH FLOW OF VECO AND ITS SUBSIDIARIES (IN
REASONABLE DETAIL) AS AT THE END OF THE FISCAL YEARS OF VECO ENDED MARCH 31,
2005, MARCH 31, 2006, AND MARCH 31, 2007, SETTING FORTH IN COMPARATIVE FORM THE
CORRESPONDING FIGURES FOR THE PREVIOUS FISCAL YEAR, ACCOMPANIED BY REPORTS OF
KPMG LLP STATING THAT SUCH FINANCIAL STATEMENTS HAVE BEEN PREPARED IN ACCORDANCE
WITH GAAP AND FAIRLY PRESENT, IN ALL MATERIAL RESPECTS, THE CONSOLIDATED
FINANCIAL POSITION AND RESULTS OF OPERATIONS OF VECO AS AT THE END OF AND FOR
EACH SUCH FISCAL YEAR.
9.4
Consolidated Net Worth.
Consolidated Net
Worth will at all times exceed the sum of (a)$342,330,548, plus (b) 50% of
Consolidated Net Income calculated cumulatively for each subsequent fiscal
quarter commencing with the fiscal quarter ending September 30, 2007, excluding
any fiscal quarters in which Consolidated Net Income is negative, plus (c) 100%
of the
60
Net Cash Proceeds received in connection with the issuance or sale by any
Borrower or Guarantor of equity securities (other than Excluded Equity).
9.5
Fixed Charge Coverage Ratio.
The Parent
will not permit