ENGAGE IN ANY
BUSINESS OTHER THAN BUSINESSES OF OWNING, CONSTRUCTING, MANAGING AND OPERATING
TELECOMMUNICATIONS SYSTEMS, OR OTHER LINES OF BUSINESS NECESSARY TO OR ANCILLARY
TO THE FOREGOING OR CONSISTENT WITH ADVANCES IN THE TELECOMMUNICATIONS SYSTEMS
INDUSTRY.
3.9.
FISCAL YEAR.
BORROWER WILL NOT AND WILL NOT
PERMIT ITS SUBSIDIARIES TO CHANGE ITS OR THEIR FISCAL YEAR FROM A FISCAL YEAR
ENDING ON DECEMBER 31 OF EACH YEAR.
3.10.
INCONSISTENT AGREEMENTS.
BORROWER WILL NOT, AND
WILL NOT PERMIT ANY OF ITS SUBSIDIARIES TO, ENTER INTO ANY AGREEMENT CONTAINING
ANY PROVISION WHICH WOULD (A) BE VIOLATED OR BREACHED BY ANY BORROWING BY
BORROWER HEREUNDER OR BY THE PERFORMANCE BY BORROWER OR SUCH SUBSIDIARY OF ANY
OF ITS OBLIGATIONS HEREUNDER OR UNDER ANY OTHER LOAN DOCUMENT, OR (B) CREATE OR
PERMIT TO EXIST OR BECOME EFFECTIVE ANY ENCUMBRANCE OR RESTRICTION ON THE
ABILITY OF SUCH SUBSIDIARY TO (I) PAY DIVIDENDS OR MAKE OTHER DISTRIBUTIONS TO
BORROWER OR PAY ANY INDEBTEDNESS OWED TO BORROWER, (II) MAKE LOANS OR ADVANCES
TO BORROWER OR (III) TRANSFER ANY OF ITS ASSETS OR PROPERTIES TO BORROWER, THE
EFFECT OF WHICH ENCUMBRANCE OR RESTRICTION WOULD REASONABLY BE TO HAVE A
MATERIAL
27
ADVERSE EFFECT; PROVIDED, HOWEVER, THAT
THE FOREGOING SHALL NOT APPLY TO
RESTRICTIONS AND CONDITIONS IMPOSED BY APPLICABLE GOVERNMENTAL RULES OR BY THIS
AGREEMENT.
SECTION 4
FINANCIAL COVENANTS AND REPORTING
Borrower covenants and agrees that so long as the Loan Commitments remain in
effect, or any Letter of Credit, any Loan, any interest on any Loan or any fee
payable to Administrative Agent or any Lender hereunder remains outstanding, or
any other amount then due and payable is owing to Administrative Agent or any
Lender hereunder, and unless the Requisite Lenders (or Administrative Agent if
expressly set forth in this Section 4) shall otherwise give their prior written
consent, Borrower shall perform and comply with, and shall cause its
Subsidiaries to perform and comply with, all covenants in this Section 4.
For
purposes of this Section 4, all covenants calculated for Borrower shall be
calculated on a consolidated basis for Borrower and its Subsidiaries.
4.1.
LEVERAGE RATIO.
BORROWER SHALL HAVE AT EACH
FISCAL QUARTER END A LEVERAGE RATIO LESS THAN OR EQUAL TO 3.75:1.0.
4.2.
INTEREST COVERAGE RATIO.
BORROWER SHALL HAVE
AT EACH FISCAL QUARTER END AN INTEREST COVERAGE RATIO GREATER THAN OR EQUAL TO
3.0:1.0.
4.3.
NET WORTH.
BORROWER SHALL HAVE AT EACH FISCAL
QUARTER END AN ADJUSTED CONSOLIDATED NET WORTH NOT LESS THAN $160,000,000.
4.4.
FINANCIAL STATEMENTS AND OTHER REPORTS.
BORROWER WILL AND WILL CAUSE ITS SUBSIDIARIES TO MAINTAIN A SYSTEM OF ACCOUNTING
ESTABLISHED AND ADMINISTERED IN ACCORDANCE WITH SOUND BUSINESS PRACTICES TO
PERMIT PREPARATION OF FINANCIAL STATEMENTS IN CONFORMITY WITH GAAP (IT BEING
UNDERSTOOD THAT QUARTERLY FINANCIAL STATEMENTS ARE NOT REQUIRED TO HAVE FOOTNOTE
DISCLOSURES OR REFLECT YEAR END ADJUSTMENTS).
BORROWER WILL DELIVER EACH OF THE
FINANCIAL STATEMENTS AND OTHER REPORTS DESCRIBED BELOW TO ADMINISTRATIVE AGENT.
(A)
QUARTERLY FINANCIALS.
AS SOON AS AVAILABLE AND
IN ANY EVENT WITHIN 60 DAYS AFTER THE END OF EACH