TOTAL LEVERAGE RATIO SHALL BE
CALCULATED WITH RESPECT TO SUCH PERIOD ON A PRO FORMA BASIS INCLUDING PRO FORMA
ADJUSTMENTS ARISING OUT OF EVENTS WHICH ARE DIRECTLY ATTRIBUTABLE TO A SPECIFIC
TRANSACTION, ARE FACTUALLY SUPPORTABLE AND ARE EXPECTED TO HAVE A CONTINUING
IMPACT, IN EACH CASE DETERMINED ON A BASIS CONSISTENT WITH ARTICLE 11 OF
REGULATION S-X PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND AS
INTERPRETED BY THE STAFF OF THE SEC, (WHICH PRO FORMA ADJUSTMENTS SHALL BE
CERTIFIED BY THE CHIEF FINANCIAL OFFICER OF THE BORROWER), USING THE HISTORICAL
FINANCIAL STATEMENTS OF THE PERSON OR BUSINESS ACQUIRED OR SOLD OR TO BE
ACQUIRED OR SOLD AND THE CONSOLIDATED FINANCIAL STATEMENTS OF THE BORROWER AND
ITS SUBSIDIARIES WHICH SHALL BE REFORMULATED AS IF SUCH PERMITTED ACQUISITION OR
ASSET SALE, AND ANY INDEBTEDNESS OR OTHER LIABILITIES INCURRED IN CONNECTION
WITH ANY SUCH ACQUISITION OR SALE HAD BEEN CONSUMMATED OR INCURRED AT THE
BEGINNING OF SUCH PERIOD (AND ASSUMING THAT SUCH INDEBTEDNESS BEARS INTEREST
DURING ANY PORTION OF THE APPLICABLE MEASUREMENT PERIOD PRIOR TO THE RELEVANT
PERMITTED ACQUISITION OR ASSET SALE, AT THE WEIGHTED AVERAGE OF THE INTEREST
RATES APPLICABLE TO OUTSTANDING LOANS DURING SUCH PERIOD; PROVIDED THAT IF SUCH
ASSUMED INDEBTEDNESS IS TO REMAIN AS PERMANENT FINANCING, THE ACTUAL INTEREST
RATE WILL BE USED IN THE CALCULATION), ALL SUCH CALCULATIONS TO BE IN FORM AND
SUBSTANCE REASONABLY SATISFACTORY TO THE ADMINISTRATIVE AGENT.
7.2
Limitation on Indebtedness.
Create, incur, assume or suffer to
exist any Indebtedness, except:
(A)
INDEBTEDNESS OF ANY LOAN PARTY CREATED UNDER ANY LOAN DOCUMENT
(INCLUDING IN RESPECT OF ANY EXISTING LETTERS OF CREDIT);
(B)
INDEBTEDNESS OF (I) THE BORROWER TO ANY SUBSIDIARY GUARANTOR,
(II) ANY SUBSIDIARY GUARANTOR TO THE BORROWER OR ANY SUBSIDIARY GUARANTOR, (III)
ANY FOREIGN SUBSIDIARY (OR KMEMC) TO ANY OTHER FOREIGN SUBSIDIARY (OR KMEMC),
AND (IV) ANY FOREIGN SUBSIDIARY (OR KMEMC) TO THE BORROWER OR ANY SUBSIDIARY
GUARANTOR IN AN AGGREGATE PRINCIPAL AMOUNT (FOR ALL
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SUCH INDEBTEDNESS PERMITTED PURSUANT TO THIS CLAUSE (B)(IV)) NOT TO EXCEED THE
FOREIGN SUBSIDIARY DEBT AMOUNT (LESS THE AGGREGATE AMOUNT OF ANY CANCELLED
FOREIGN DEBT THAT WAS PERMITTED TO HAVE BEEN OUTSTANDING PURSUANT TO THIS CLAUSE
(B)(IV) AND THAT WAS CANCELLED PURSUANT TO SECTION 7.5(K)) AT ANY ONE TIME
OUTSTANDING (PROVIDED THAT ALL SUCH INDEBTEDNESS PURSUANT TO THIS CLAUSE (B)(IV)
SHALL BE EVIDENCED BY "FLOATING BALANCE" PROMISSORY NOTES NOT REQUIRING
NOTATIONS HAVING TERMS REASONABLY SATISFACTORY TO ADMINISTRATIVE AGENT, THE SOLE
ORIGINALLY EXECUTED COUNTERPARTS OF WHICH SHALL BE PLEDGED AND DELIVERED TO
ADMINISTRATIVE AGENT AS COLLATERAL);
(C)
INDEBTEDNESS (INCLUDING CAPITAL LEASE OBLIGATIONS) SECURED BY
LIENS PERMITTED BY SECTION 7.3(G) IN AN AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED
$25,000,000 AT ANY ONE TIME OUTSTANDING;
(D)
INDEBTEDNESS (OTHER THAN THE INDEBTEDNESS (X) OF FOREIGN
SUBSIDIARIES OWING TO THE BORROWER AND SUBSIDIARY GUARANTORS ON THE CLOSING DATE
AS SPECIFIED ON SCHEDULE 1.1(B) HERETO OR (Y) REFERRED TO IN SECTION 7.2(F))
OUTSTANDING ON THE DATE HEREOF AND LISTED ON SCHEDULE 7.2(D) AND ANY
REFINANCINGS, REFUNDINGS, RENEWALS OR EXTENSIONS THEREOF (WITHOUT