or payable out of the proceeds of production from,
property owned or acquired by such Person, whether or not the obligations
secured thereby have been assumed
$
(I)
all Guarantees with respect to Funded Indebtedness of the types specified in
clauses (A) through (H) above of another Person
$
(J)
all Funded Indebtedness of the types referred to in clauses (A) through
(I) above of any partnership or joint venture (other than a joint venture that
is itself a corporation or limited liability company) in which such Person is a
general partner or joint venturer, except to the extent that Funded Indebtedness
is expressly made non-recourse to such Person
$
(ii)
Consolidated Funded Indebtedness
1.(a)(i)(A) + 1.(a)(i)(B) + 1.(a)(i)(C) + 1.(a)(i)(D) + 1.(a)(i)(E) + 1
.(a)(i)(F) + 1 .(a)(i)(G) + 1 .(a)(i)(H) + 1.(a)(i)(I) + 1 .(a)(i)(J)
$
(b)
Consolidated Adjusted Cash Flow for the period of four fiscal quarters most
recently ended(3)
(i)
Consolidated Net Income for such period
$
The following (without duplication) to the extent deducted in calculating such
Consolidated Net Income:
(ii)
Consolidated Interest Charges for such period
$
(iii)
the provision for federal, state, local and foreign income taxes payable by the
Company and its Subsidiaries for such period
$
(3)
To the extent included in Consolidated Net Income, any non-cash gains or
losses from the mark-to-market of Swap Contracts shall be excluded from the
calculation of Consolidated Adjusted Cash Flow.
(iv)
depreciation and amortization expense for such period (excluding any
depreciation and/or amortization expense for such period in
connection with any DAS Installation)
$
(v)
any non-cash stock-based compensation expense for such period
$
(vi)
any other non-cash charges, expenses or losses for such period (excluding
write-downs of accounts receivable and any other non-cash charges, expenses or
losses to the extent representing accruals of or reserves for cash items in any
future period or an amortization of a prepaid cash expense), all as determined
in accordance with GAAP
$
The following clauses (vii) and (viii) (without duplication) to the extent
included in calculating such Consolidated Net Income:
(vii)
all non-cash income or gains for such period
$
(viii)
federal, state, local and foreign income tax credits of the Company and its
Subsidiaries during such period
$
(ix)
Eligible DAS Capital Expenditures for such period
(A)
Consolidated Capital Expenditures made in connection with DAS Installations
during such period:
$
(B)
Aggregate Excluded DAS Capital Expenditures during such period:
$
(C)
Line (A) - Line (B):
$
(x)
Assumed Contribution Margin:
%
(xi)
Line (ix)(C) * Line (x) =
$
(xii)
Consolidated Adjusted Cash Flow:
1.(b)(i) + 1.(b)(ii) +1.(b)(iii) + 1.(b)(iv) + 1.(b)(v) + 1.(b)(vi) -
1.(b)(vii) - 1.(b)(viii) + 1.b.(xi):
$
(c)
Consolidated Leverage Ratio 1.(a)(ii)/ 1.(b)(xii)
.
to 1.0
Maximum Permitted:
See Section 8.11(a)
of Credit Agreement
2.
Consolidated Fixed Charge Coverage Ratio
(a)
Consolidated Adjusted Cash Flow for the period of the four fiscal quarters most
recently ended [1.(b)(xii) above]
$
(i)
Consolidated Cash Taxes for such period
$