EXTENT SUCH INDEBTEDNESS IS SUBORDINATED TO
THE SECURED OBLIGATIONS EACH SUCH CONTINGENT OBLIGATION SHALL BE SUBORDINATED TO
THE SECURED OBLIGATIONS ON TERMS REASONABLY ACCEPTABLE TO THE AGENT, (VII)
NON-FINANCIAL INDEMNITIES AND GUARANTEES OF PERFORMANCE MADE IN THE ORDINARY
COURSE OF BUSINESS BY THE PARENT OR ANY SUBSIDIARY THAT WOULD NOT, INDIVIDUALLY
OR IN THE AGGREGATE, HAVE A MATERIAL ADVERSE EFFECT AND (VIII) PERMITTED
CUSTOMER FINANCING GUARANTEES.
6.20.
LEVERAGE RATIO.
THE PARENT AND THE BORROWER WILL NOT PERMIT THE
RATIO (THE "LEVERAGE RATIO"), DETERMINED AS OF THE END OF EACH OF ITS FISCAL
QUARTERS, OF (I) CONSOLIDATED FUNDED INDEBTEDNESS TO (II) CONSOLIDATED EBITDA
FOR THE THEN MOST-RECENTLY ENDED FOUR FISCAL QUARTERS TO BE GREATER THAN 3.25 TO
1.00.
THE LEVERAGE RATIO SHALL BE CALCULATED AS OF THE LAST DAY OF EACH FISCAL
QUARTER OF THE PARENT BASED UPON (A) FOR CONSOLIDATED FUNDED INDEBTEDNESS,
CONSOLIDATED FUNDED INDEBTEDNESS AS OF THE LAST DAY OF EACH SUCH FISCAL QUARTER
AND (B) FOR CONSOLIDATED EBITDA, THE ACTUAL AMOUNT AS OF THE LAST DAY OF EACH
FISCAL QUARTER FOR THE MOST RECENTLY ENDED FOUR CONSECUTIVE FISCAL QUARTERS;
PROVIDED THAT THE LEVERAGE RATIO SHALL BE CALCULATED, WITH RESPECT TO PERMITTED
ACQUISITIONS, ON A PRO FORMA BASIS REASONABLY SATISFACTORY TO THE AGENT, BROKEN
DOWN BY FISCAL QUARTER IN THE PARENT'S REASONABLE JUDGMENT.
6.21.
MINIMUM CONSOLIDATED NET WORTH.
THE PARENT AND THE BORROWER WILL
AT ALL TIMES MAINTAIN POSITIVE CONSOLIDATED NET WORTH WHICH SHALL NOT BE LESS
THAN (I) $550,000,000 MINUS (II) AMOUNTS EXPENDED BY PARENT ON OR AFTER JULY 1,
2007 IN CONNECTION WITH REPURCHASES OR REDEMPTIONS OF ITS CAPITAL STOCK UNDER
SECTION 6.10
PLUS (III) 50% OF CONSOLIDATED NET INCOME (IF POSITIVE) EARNED IN
EACH FISCAL QUARTER BEGINNING WITH THE FISCAL QUARTER ENDING JUNE 30, 2007, PLUS
(IV) 50% OF THE NET CASH PROCEEDS RESULTING FROM ISSUANCES OF THE PARENT'S OR
ANY SUBSIDIARY'S CAPITAL STOCK FROM AND AFTER THE RESTATEMENT EFFECTIVE DATE.
6.22.
CAPITAL EXPENDITURES.
THE PARENT AND THE BORROWER WILL NOT, NOR
WILL THEY PERMIT ANY SUBSIDIARY TO EXPEND, FOR CONSOLIDATED CAPITAL EXPENDITURES
IN THE ACQUISITION OF FIXED ASSETS IN ANY FISCAL YEAR IN THE AGGREGATE FOR THE
PARENT AND ITS SUBSIDIARIES, IN EXCESS OF (I) $75,000,000 FOR THE PERIOD FROM
JANUARY 1, 2007 THROUGH DECEMBER 31, 2007; AND (II) $75,000,000 FOR THE PERIOD
FROM JANUARY 1 THROUGH DECEMBER 31 FOR EACH FISCAL YEAR THEREAFTER, PLUS ANY
AMOUNT PERMITTED TO BE EXPENDED IN THE IMMEDIATELY PRECEDING FISCAL YEAR
(PURSUANT TO THE ABSOLUTE DOLLAR LIMITATION FOR SUCH PRECEDING FISCAL YEAR AND
NOT PURSUANT TO ANY CARRYOVER PROVISION FROM A PRIOR FISCAL YEAR) BUT NOT
EXPENDED.
6.23.
SUBSIDIARY COLLATERAL DOCUMENTS; SUBSIDIARY GUARANTORS.
THE PARENT
AND THE BORROWER SHALL EXECUTE OR SHALL CAUSE TO BE EXECUTED:
(i)
on the date any Person becomes a Subsidiary of the Parent, if
such Subsidiary is a Domestic Subsidiary, (a) a supplement to the Security
Agreement in favor of the Agent for the benefit of the Holders of Secured
Obligations with respect to all of the equity interests of such Person owned by