CONSOLIDATED
BASIS DETERMINED IN ACCORDANCE WITH GAAP (AFTER EXCLUDING ANY INTERCOMPANY
RECEIVABLES AND ANY INVESTMENTS IN OR BETWEEN SUBSIDIARIES), TO BE LESS THAN
$75,000,000 AT ANY TIME.
(F)
INTEREST COVERAGE RATIO.
AS OF EACH FISCAL QUARTER END DATE,
GUARANTOR SHALL NOT CAUSE, PERMIT OR SUFFER THE INTEREST COVERAGE RATIO,
CALCULATED ON A ROLLING FOUR FISCAL QUARTER BASIS, TO BE LESS THAN 2.00 TO 1.00.
4.3
LIMITS ON DEBT; ACCOMMODATION OBLIGATIONS.
GUARANTOR SHALL NOT
(I) AGREE TO ANY AMENDMENT, WAIVER OR OTHER MODIFICATION OF THE PARENT CREDIT
AGREEMENT WHICH ALLOWS GUARANTOR TO BORROW, OR OTHERWISE INCUR ANY OTHER DEBT OR
ACCOMMODATION OBLIGATION UNDER, THE PARENT CREDIT AGREEMENT IN EXCESS OF
$50,000,000, OR (II) INCUR ANY OTHER DEBT OR ACCOMMODATION OBLIGATION AFTER THE
DATE OF THIS AGREEMENT, OTHER THAN (X) CAPITAL LEASES, CONDITIONAL SALES
AGREEMENT AND OTHER PURCHASE MONEY DEBT INCURRED AFTER THE DATE OF THIS
AGREEMENT FOR PROPERTY, PLANT OR EQUITY IN AN AGGREGATE AMOUNT NOT TO EXCEED
$5,000,000, OR (Y) DEBT NOT EXCEEDING THE NOTIONAL AMOUNT OF $75,000,000 IN THE
AGGREGATE AT ANY ONE TIME OUTSTANDING CONSISTING OF FOREIGN EXCHANGE CONTRACTS
ON WHICH DELIVERY IS TO BE EFFECTED AND SETTLEMENT ALLOWED AT ANY TIME (OR AT A
SPECIFIED TIME) IN THE FUTURE (PLUS RELATED FEES, COSTS AND INDEMNITIES) ENTERED
INTO BETWEEN GUARANTOR AND ANY PERSON HAVING A CREDIT RATING THAT IS SIMILAR TO
OR BETTER THAN BANK.
4.4
PLEDGE OF BORROWER EQUITY.
GUARANTOR SHALL NOT GRANT, OR
OTHERWISE PERMIT TO EXIST, ANY LIEN RESPECTING ANY DIRECT OR INDIRECT EQUITY OR
OTHER OWNERSHIP INTEREST IN BORROWER HELD OR OTHERWISE OWNED BY GUARANTOR,
INCLUDING, WITHOUT LIMITATION, ANY LIENS GRANTED PURSUANT TO THE PARENT CREDIT
AGREEMENT.
NOTWITHSTANDING THE FOREGOING, BANK HEREBY REPRESENTS AND WARRANTS
THAT BANK HAS REVIEWED THE PARENT CREDIT AGREEMENT AS IN EFFECT ON THE DATE
HEREOF, INCLUDING, WITHOUT LIMITATION, THOSE PROVISIONS OF THE PARENT CREDIT
AGREEMENT WHICH GRANT CERTAIN LIENS TO SECURE THE OBLIGATIONS OF THE GUARANTOR
TO COMERICA BANK-CALIFORNIA THEREUNDER, INCLUDING, WITHOUT LIMITATION, THE LIEN
GRANTED TO COMERICA BANK-CALIFORNIA RESPECTING THE EQUITY INTEREST OF GUARANTOR
IN PRECISION LENS MANUFACTURING TECHNOLOGY, INC., A BARBADOS CORPORATION.
4.5
REPORTING REQUIREMENTS.
GUARANTOR SHALL FURNISH BANK:
(A)
AS SOON AS AVAILABLE AND IN ANY EVENT WITHIN FORTY-FIVE (45) DAYS
AFTER THE END OF EACH OF THE FIRST FISCAL QUARTERS OF EACH FISCAL YEAR, THE
CONSOLIDATED AND CONSOLIDATING BALANCE SHEET OF GUARANTOR AND ITS SUBSIDIARIES
AS AT THE END OF SUCH FISCAL QUARTER AND THEIR CONSOLIDATED AND CONSOLIDATING
INCOME AND CASH FLOW STATEMENTS FOR SUCH FISCAL QUARTER AND FOR THE FISCAL YEAR
TO DATE, PREPARED BY GUARANTOR AND CERTIFIED BY AN AUTHORIZED OFFICER;
(B)
AS SOON AS AVAILABLE AND IN ANY EVENT WITHIN NINETY (90) DAYS
AFTER THE END OF EACH FISCAL YEAR, THE CONSOLIDATED FINANCIAL STATEMENTS OF
GUARANTOR AND ITS SUBSIDIARIES FOR SUCH FISCAL YEAR, CERTIFIED WITHOUT ANY
QUALIFICATION BY A FIRM OF CERTIFIED PUBLIC ACCOUNTANTS OF
13
NATIONALLY RECOGNIZED STANDING, TOGETHER WITH A COMPANY-PREPARED CONSOLIDATING
BALANCE SHEET OF GUARANTOR AND ITS SUBSIDIARIES AS AT THE END OF SUCH FISCAL
YEAR AND THEIR