1.00
January 1, 2006 through and including December 31, 2006
2.00 to 1.00
January 1, 2007 through and including December 31, 2007
1.75 to 1.00
January 1, 2008 through and including December 31, 2008
1.50 to 1.00
January 1, 2009 and thereafter
1.25 to 1.00
(IV)
INTEREST COVERAGE RATIO.
THE GUARANTOR AND ITS CONSOLIDATED
SUBSIDIARIES SHALL NOT PERMIT THE RATIO OF (I) ADJUSTED CONSOLIDATED EBITDA FOR
ANY FOUR (4) CONSECUTIVE FISCAL QUARTER PERIOD ENDING AS OF THE LAST DAY OF ANY
FISCAL QUARTER ENDING DURING THE PERIOD DESCRIBED BELOW TO (II) INTEREST
EXPENSE, IN EACH CASE FOR THE FOUR (4) CONSECUTIVE FISCAL QUARTER PERIOD ENDING
AS OF SUCH DATE, TO BE LESS THAN THE CORRESPONDING RATIO SET FORTH BELOW
OPPOSITE SUCH PERIOD:
Period
Ratio
January 1, 2004 through and including December 31, 2004
1.75 to 1.00
January 1, 2005 through and including December 31, 2005
2.00 to 1.00
January 1, 2006 through and including December 31, 2006
2.00 to 1.00
January 1, 2007 through and including December 31, 2008
2.25 to 1.00
January 1, 2009 and thereafter
2.50 to 1.00
31
SECTION 5.3.
NEGATIVE COVENANTS.
The Borrower covenants and agrees that so long as any of the Obligations (other
than contingent obligations hereunder for which no claim has been or is
reasonably expected to be made) remain outstanding, the Borrower shall not:
(A)
LIENS.
CREATE, INCUR, ASSUME OR SUFFER TO EXIST ANY LIEN UPON THE
COLLATERAL EXCEPT LIENS IN FAVOR OF THE LENDER AND PERMITTED LIENS.
(B)
JURISDICTION OF INCORPORATION; PLACE OF BUSINESS.
CHANGE ITS
JURISDICTION OF INCORPORATION OR THE LOCATION OF ITS PRINCIPAL PLACE OF BUSINESS
FROM THAT SET FORTH IN SECTION 7.2 WITHOUT GIVING THE LENDER AT LEAST FIFTEEN
(15) BUSINESS DAYS PRIOR WRITTEN NOTICE OF SUCH CHANGE AND SETTING FORTH IN
DETAIL THE NEW JURISDICTION OF INCORPORATION AND/OR COMPLETE ADDRESS OF SUCH NEW
PLACE OF BUSINESS, AND IN FURTHERANCE THEREOF, THE LENDER IS AUTHORIZED TO
AUTHENTICATE AND FILE UNIFORM COMMERCIAL CODE FINANCING STATEMENTS, AMENDMENTS
OR CONTINUATION STATEMENTS IN SUCH JURISDICTION OR JURISDICTIONS AS THE LENDER
SHALL DEEM REASONABLY NECESSARY OR APPROPRIATE.
(C)
ASSIGNMENTS.
ASSIGN TO ANY PERSON OTHER THAN THE LENDER ANY OF GE
CHARTERS OR ANY OF THE INSURANCES (OTHER THAN LIABILITY AND PROTECTION AND
INDEMNITY INSURANCE) IN RESPECT OF THE VESSELS.
(D)
SALE OF CAPITAL STOCK OR ASSETS OF THE BORROWER; MERGE.
SELL ALL
OR SUBSTANTIALLY ALL OF THE CAPITAL STOCK OR ASSETS OF THE BORROWER OR MERGE
INTO OR CONSOLIDATE WITH ANY OTHER PERSON, EXCEPT THE FOLLOWING SHALL BE
PERMITTED:
(1)
any Subsidiary of the Borrower may liquidate or dissolve
voluntarily into, and may merge with and into, the Borrower, and the assets or
stock of any of the Borrower's Subsidiaries may be purchased or otherwise
acquired by the Borrower, as the case may be; or
(2)
Permitted Business Acquisitions.
(E)
FLAG.
CHANGE THE FLAG OF ANY VESSEL.
(F)
CONDUCT OF BUSINESS.
ENGAGE IN ANY BUSINESS OTHER THAN (I) THE
BUSINESSES OF DREDGING, AGGREGATE MINING AND SUPPLY, TOWING SERVICES, MARINE
CONSTRUCTION, DREDGING RECLAMATION