To: Robert J. Irvin who wrote (1780 ) 3/25/2002 11:46:14 AM From: pcstel Read Replies (4) | Respond to of 2737 Robert: Sorry to be delayed in posting back, but I was a little busy last week. Thank you for the time you spent going over the debt service issues. More immediately, all three Credit Agreements have a Consolidated EBITDA to Cash Interest Expense test that starts Dec 31, 2002, looking back four quarters for EBITDA, in other words, starting this quarter. Given guidance of negative $78 million for 2002 EBITDA, this test can't be met. If this covenant isn't renegotiated by March 31, I would expect that Leap's auditors would be unable to give an opinion on its financial statements without a "going concern" qualification, not a great thing for the stock price. I think Harvey did his best to bring forth these issues at the last CC. And I agree, that without a re-qualification of guidance, that a "going concern" may be in the offering on the 10-K. (Which would not be a good thing for the stock price as you noted). At this point, I think Lucent wants out of the VF agreement, and may be unwilling to grant any further covenant modifications, without imposing additional tightening of the repayment terms. As far as ERICY and NT goes, The Cash Interest Expense on thier VF is a much smaller amount, so those are not as much of an issue. The road block appears to be with Lucent. However, assuming that the Lucent covenant was relaxed by 1 Quarter as requested. Given Harvey's 78 million EBITDA loss in FY02. The EBITDA to Cash Interest Expense Covenant from Q2/CY02 to Q2/CY03 would still be in doubt of being achievable! Here is guidance EBITDA according to my spread sheet! (All of these figures keep Equipment Costs at about $180 over the period. However, we know that the KYO 1135 voice only just came out, and that the ZIF sub $100 1X handset will be out in Q4. All of these cheaper 1X handsets will create downward pricing pressure on the NOK 5170i and dramatically decrease subsidies, and Equipment costs. ---Q1---------Q2---------Q3---------Q4--------Q1--------Q2 (47.95).....(24.42).....(7.75).....+2.60......+56.39.....+82.7 4 month trailing EBITDA ........(77.5)......+20.9.....+103.6 So if the test starts Jan. 1 then they are (108.0), if it start March 1, then they are (11.0) on the test date! However, if you only factor in the expected decrease in UT's pricing over the next 4 quarters. I think it is possible that they can make the covenants as they stand! It would be close and require EBITDA positive of 19 million in Q3. ---Q1---------Q2---------Q3---------Q4-------- (27.95).......(2.5).......+19.2.....+46.20...... 4 month trailing EBITDA ........+35.0...... All the above figures assume 40 million per Quarter G/A And approx. 37 million per quarter in Sales and Marketing, and a declining cost of equipment down to $90 in Q4. (Assuming the 5170i would wholesale $10 less than a sub $100 voice only ZIF based phone!) I would still like to see the covenants amended and a 10-K without a "going concern" stapled to it! PCSTEL