PRO FORMA COMPLIANCE WITH THE FINANCIAL
COVENANTS SET FORTH IN SECTIONS 7.13 AND 7.14, ASSUMING SUCH ACQUISITION
OCCURRED ON THE FIRST DAY OF THE FOUR FISCAL QUARTER PERIOD MOST RECENTLY ENDED,
(III) PRIOR TO OCTOBER 2, 2004, WITH RESPECT TO ANY SUCH ACQUISITION INVOLVING
CONSIDERATION IN EXCESS OF $300,000,000, THE BORROWER SHALL EITHER (A) HAVE
OBTAINED, AND DELIVERED TO THE ADMINISTRATIVE AGENT, A WRITTEN CONFIRMATION FROM
EITHER S&P OR MOODY'S THAT, IMMEDIATELY AFTER GIVING EFFECT TO SUCH ACQUISITION,
(X) THE BORROWER WILL MAINTAIN A RATING OF ITS INDEX DEBT OF AT LEAST BBB- BY
S&P OR BAA3 BY MOODY'S, AS THE CASE MAY BE, (Y) SUCH RATING IS NOT UNDER REVIEW
FOR POSSIBLE DOWNGRADE AND (Z) THE BORROWER HAS NOT BEEN PLACED ON CREDIT WATCH
WITH NEGATIVE IMPLICATIONS BY SUCH RATING AGENCY OR (B) HAVE DELIVERED TO THE
ADMINISTRATIVE AGENT A CERTIFICATE OF THE CHIEF FINANCIAL OFFICER OF THE
BORROWER CERTIFYING THAT ON A PRO FORMA BASIS, GIVING EFFECT TO SUCH ACQUISITION
(BUT WITHOUT GIVING EFFECT TO ANY PROJECTED COST SAVINGS RELATED THERETO) AS IF
THE ACQUISITION HAD OCCURRED AS OF THE FIRST DAY OF THE FOUR CONSECUTIVE FISCAL
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QUARTER PERIOD OF THE BORROWER MOST RECENTLY ENDED, THE LEVERAGE RATIO OF THE
BORROWER IS 3.50:1.00 OR LOWER, WHICH CERTIFICATE SHALL SET FORTH IN REASONABLE
DETAIL SATISFACTORY TO THE ADMINISTRATIVE AGENT THE COMPUTATIONS NECESSARY TO
DETERMINE SUCH LEVERAGE RATIO; AND
(D)
THE BORROWER OR ANY SUBSIDIARY OF THE BORROWER MAY MERGE WITH ANY OTHER
CORPORATION PERMITTED TO BE ACQUIRED PURSUANT TO PARAGRAPH (C) ABOVE, PROVIDED
(I) AT THE TIME OF, AND IMMEDIATELY AFTER GIVING EFFECT TO, SUCH MERGER, NO
CONDITION OR EVENT SHALL EXIST WHICH CONSTITUTES AN EVENT OF DEFAULT AND (II)
AND AFTER SUCH MERGER, THE SURVIVING CORPORATION IS THE BORROWER OR A SUBSIDIARY
OF THE BORROWER, RESPECTIVELY.
SECTION 7.06.
INVESTMENTS IN OTHER PERSONS.
THE BORROWER SHALL NOT MAKE, OR
PERMIT ANY OF ITS SUBSIDIARIES TO MAKE, ANY LOAN OR ADVANCE TO ANY PERSON (OTHER
THAN ACCOUNTS RECEIVABLE CREATED IN THE ORDINARY COURSE OF BUSINESS); OR, EXCEPT
AS PERMITTED UNDER SECTION 7.04 OR 7.05, PURCHASE OR OTHERWISE ACQUIRE, OR
PERMIT ANY OF ITS SUBSIDIARIES TO PURCHASE OR OTHERWISE ACQUIRE, ANY STOCK OR
OTHER EQUITY INTEREST OR INDEBTEDNESS OF ANY PERSON, OR MAKE, OR PERMIT ANY OF
ITS SUBSIDIARIES TO MAKE, ANY CAPITAL CONTRIBUTION TO, OR OTHERWISE INVEST IN,
ANY PERSON, EXCEPT:
(A)
PERMITTED INVESTMENTS;
(B)
INVESTMENTS EXISTING ON THE DATE HEREOF IN ANY PERSON;
(C)
LOANS, ADVANCES, CREDIT SUPPORT, OR OTHER INVESTMENTS IN ANY PERSON OR
PERSONS, IN AMOUNTS WHICH DO NOT EXCEED IN THE AGGREGATE AT ANY TIME OUTSTANDING
5% OF THE CONSOLIDATED TOTAL ASSETS OF THE BORROWER AND ITS SUBSIDIARIES AS AT
THE LAST DAY OF THE MOST RECENTLY ENDED FISCAL QUARTER OF THE BORROWER;
(D)
THE ACQUISITION BY THE BORROWER OR ANY OF ITS WHOLLY‐OWNED SUBSIDIARIES OF
STOCK OF A SUBSIDIARY OF THE BORROWER;
(E)
INTERCOMPANY INDEBTEDNESS PERMITTED PURSUANT TO SECTION 7.02(D); AND
(F)
LOANS OR ADVANCES MADE BY THE BORROWER OR ANY OF ITS