4.50 to 1.00
June 30, 2005
4.50 to 1.00
September 30, 2005
4.50 to 1.00
December 31, 2005
4.25 to 1.00
March 31, 2006
4.00 to 1.00
June 30, 2006
4.00 to 1.00
September 30, 2006
4.00 to 1.00
December 31, 2006
3.75 to 1.00
March 31, 2007
3.75 to 1.00
June 30, 2007
3.75 to 1.00
September 30, 2007
3.75 to 1.00
Thereafter
3.50 to 1.00
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SECTION 6.14.
Maximum Capital Expenditures.
(a)
The Borrower will not, nor
will it permit any Subsidiary to, incur or make any Capital Expenditures during
any fiscal year in an amount exceeding (i) 2.5% of Net Sales for such fiscal
year, plus (ii) Retained Excess Cash Flow for the immediately prior fiscal year
(to the extent such Retained Excess Cash Flow has not been applied previously to
repurchase Subordinated Debt, make Permitted Acquisitions or make Capital
Expenditures).
(B)
THE AMOUNT OF ANY CAPITAL EXPENDITURES
PERMITTED TO BE MADE IN RESPECT OF ANY FISCAL YEAR SHALL BE INCREASED BY THE
UNUSED AMOUNT OF CAPITAL EXPENDITURES THAT WERE PERMITTED TO BE MADE DURING THE
IMMEDIATELY PRECEDING FISCAL YEAR PURSUANT TO SECTION 6.14(A).
CAPITAL
EXPENDITURES IN ANY FISCAL YEAR SHALL BE DEEMED TO USE, FIRST, THE AMOUNT FOR
SUCH FISCAL YEAR SET FORTH IN SECTION 6.14(A) AND, SECOND, ANY AMOUNT CARRIED
FORWARD TO SUCH FISCAL YEAR PURSUANT TO THIS SECTION 6.14(B).
(C)
IN ADDITION TO THE CAPITAL EXPENDITURES
PERMITTED PURSUANT TO THE PRECEDING PARAGRAPHS (A) AND (B), THE BORROWER AND THE
SUBSIDIARIES MAY MAKE ADDITIONAL CAPITAL EXPENDITURES WITH THE NET PROCEEDS FROM
THE ISSUANCE OF EQUITY INTERESTS OF HOLDINGS (OTHER THAN THE INITIAL PUBLIC
OFFERING) DURING THE PERIOD OF FOUR CONSECUTIVE FISCAL QUARTERS ENDED
IMMEDIATELY PRIOR TO THE DATE OF SUCH CAPITAL EXPENDITURE (TO THE EXTENT NOT
PREVIOUSLY APPLIED TO REPURCHASE SUBORDINATED DEBT, TO MAKE PERMITTED
ACQUISITIONS, TO MAKE CAPITAL EXPENDITURES OR TO MAKE INVESTMENTS UNDER
SECTION 6.04 (M)).
ARTICLE VII
Events of Default
If any of the following events ("Events of Default") shall occur:
(A)
THE BORROWER SHALL FAIL TO PAY ANY
PRINCIPAL OF ANY LOAN OR ANY REIMBURSEMENT OBLIGATION IN RESPECT OF ANY LC
DISBURSEMENT WHEN AND AS THE SAME SHALL BECOME DUE AND PAYABLE, WHETHER AT THE
DUE DATE THEREOF OR AT A DATE FIXED FOR PREPAYMENT THEREOF OR OTHERWISE;
(B)
THE BORROWER SHALL FAIL TO PAY ANY INTEREST
ON ANY LOAN OR ANY FEE OR ANY OTHER AMOUNT (OTHER THAN AN AMOUNT REFERRED TO IN
CLAUSE (A) OF THIS ARTICLE) PAYABLE UNDER THIS AGREEMENT OR ANY OTHER LOAN
DOCUMENT, WHEN AND AS THE SAME SHALL BECOME DUE AND PAYABLE, AND SUCH FAILURE
SHALL CONTINUE UNREMEDIED FOR A PERIOD OF THREE BUSINESS DAYS;
(C)
ANY REPRESENTATION OR WARRANTY MADE OR
DEEMED MADE BY OR ON BEHALF OF HOLDINGS, THE BORROWER OR ANY SUBSIDIARY IN OR IN
CONNECTION WITH ANY LOAN DOCUMENT OR ANY AMENDMENT OR MODIFICATION THEREOF OR
WAIVER THEREUNDER,
75
OR IN ANY REPORT, CERTIFICATE, FINANCIAL STATEMENT OR OTHER DOCUMENT FURNISHED
PURSUANT TO OR IN CONNECTION WITH ANY LOAN DOCUMENT