CONNECTION WITH THE CAPITAL ASSET ACQUISITION; LESS
(E) GAIN OR LOSS ON THE SALE OF CAPITAL ASSETS; PLUS (F) CASH PROCEEDS FROM THE
SALE OF ASSETS TO (II) THE SUM OF (A) CONTRACTUALLY DUE PRINCIPAL AND INTEREST;
PLUS (B) NON-CONTRACTUAL DEBT RETIREMENT (EXCLUDING PAYMENTS ON THE REVOLVING
LOANS); PLUS (C) CAPITAL LEASE PAYMENTS, ALL CALCULATED ON A CONSOLIDATED BASIS
FOR THE FOUR-QUARTER PERIOD ENDING AS OF THE LAST DAY OF EACH FISCAL QUARTER, TO
BE LESS THAN 1.00 TO 1.00.
SECTION 6.2
LIMITATION ON INDEBTEDNESS.
NEITHER ANY BORROWER NOR PARENT
COMPANY WILL, AND PARENT COMPANY WILL NOT PERMIT ANY COMPANY TO, INCUR, CREATE,
CONTRACT, ASSUME, HAVE OUTSTANDING, PERMIT OR SUFFER TO EXIST, GUARANTEE OR
OTHERWISE BE OR BECOME, DIRECTLY OR INDIRECTLY, LIABLE IN RESPECT OF ANY
INDEBTEDNESS, EXCEPT THE FOLLOWING (COLLECTIVELY, "PERMITTED INDEBTEDNESS"):
(I)
THE OBLIGATIONS;
(II)
CURRENT LIABILITIES FOR TAXES INCURRED IN THE ORDINARY COURSE OF
BUSINESS WHICH ARE NOT YET DUE AND PAYABLE;
(III)
TRADE PAYABLES ARISING IN THE ORDINARY COURSE OF BUSINESS;
(IV)
INDEBTEDNESS LISTED IN SCHEDULE 6.2;
(V)
FORWARD CONTRACTS AND OTHER HEDGING INSTRUMENTS EXECUTED TO HEDGE
EXISTING OR ANTICIPATED EXPOSURE TO CURRENCY OR INTEREST RATE FLUCTUATIONS; AND
(VI)
THE ISSUANCE OR SALE OF CONVERTIBLE SENIOR NOTES BY THE PARENT
COMPANY, PROVIDED THAT (A) SUCH NOTES ARE ISSUED OR SOLD FOR CASH ONLY, (B) THE
NET CASH PROCEEDS OF SUCH ISSUANCE OR SALE ARE APPLIED TO REPAY CERTAIN LOANS IN
ACCORDANCE WITH SECTION 2.8(D); (C) THE NET CASH PROCEEDS OF SUCH ISSUANCE OR
SALE DO NOT EXCEED AN AMOUNT EQUAL TO THE AGGREGATE PRINCIPAL AMOUNT OF ALL TERM
A LOANS THEN OUTSTANDING; (D) SUCH NOTES DO NOT MATURE PRIOR TO JULY 15, 2005;
(E) SUCH NOTES ARE UNSECURED; AND (F) THE PROVISIONS OF SUCH NOTES, INCLUDING,
BUT NOT LIMITED TO, THE PAYMENT OF PRINCIPAL THEREUNDER AND THE REPRESENTATIONS
AND WARRANTIES CONTAINED THEREIN, ARE APPROVED IN WRITING BY ALL THE BANKS.
SECTION 6.3
LIMITATION ON PROPERTY.
NEITHER ANY BORROWER NOR PARENT
COMPANY WILL, AND PARENT COMPANY WILL NOT PERMIT ANY COMPANY TO, (I) GRANT,
CREATE, ENTER INTO, INCUR, PERMIT OR SUFFER TO EXIST, UPON OR WITH REGARD TO ANY
OF ITS RESPECTIVE PROPERTY NOW OWNED OR HEREAFTER ACQUIRED, (A) ANY LIEN, EXCEPT
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for Permitted Liens; or (B) any Negative Pledge, except for the benefit of the
Agent and Banks; (ii) enter into any sale-and-lease-back transaction other than
sale and-lease-back transactions involving inventory manufactured by any
Company, provided that the aggregate book value of all such inventory shall not
exceed the sum of $1,500,000; (iii) establish a deposit account in the United
States unless such account is with Agent or unless Agent has been provided with
an account control agreement executed by the bank with which the deposit account
is maintained reasonably satisfactory to Agent.
Anything in the foregoing or
elsewhere in the Loan Documents to the contrary notwithstanding, it is
understood that no Liens, other than Permitted Liens, or Negative Pledges,
except for the benefit of the Banks, are permitted on or with respect to