CERTIFICATE OF A
RESPONSIBLE OFFICER OF THE US BORROWER TO SUCH EFFECT SETTING FORTH IN
REASONABLE DETAIL THE COMPUTATIONS NECESSARY TO DEMONSTRATE COMPLIANCE WITH THE
REQUIREMENTS CONTAINED IN PRECEDING SUBCLAUSES (X) AND (Y), (IV) AT THE TIME OF
THE INCURRENCE OF SUCH INDEBTEDNESS AND AFTER GIVING EFFECT THERETO, NO DEFAULT
OR EVENT OF DEFAULT SHALL EXIST AND BE CONTINUING, (V) SUCH INDEBTEDNESS
CONTAINS COVENANTS, EVENTS OF DEFAULT, REDEMPTION PROVISIONS, REMEDIES,
SUBORDINATION PROVISIONS (IF APPLICABLE) AND OTHER TERMS AND CONDITIONS
CUSTOMARY AT THE TIME FOR HIGH YIELD UNSECURED SENIOR OR SENIOR SUBORDINATED
SECURITIES ISSUED IN A PUBLIC OFFERING OR A PRIVATE PLACEMENT UNDER RULE
110
144A OF THE SECURITIES ACT AND OTHERWISE REASONABLY ACCEPTABLE TO THE
ADMINISTRATIVE AGENT (PROVIDED THAT, IN ANY EVENT, THE DOCUMENTATION GOVERNING
SUCH INDEBTEDNESS SHALL NOT INCLUDE A FINANCIAL MAINTENANCE COVENANT AND SHALL
INCLUDE A "CROSS ACCELERATION" DEFAULT TO OTHER INDEBTEDNESS RATHER THAN A
"CROSS DEFAULT"), (VI) THE DOCUMENTATION GOVERNING SUCH INDEBTEDNESS CONTAINS
TERMS THAT ARE NO MORE RESTRICTIVE THAN THE TERMS APPLICABLE TO THE INDEBTEDNESS
HEREUNDER, AND (VII) UNLESS (X) A RESPONSIBLE OFFICER SHALL HAVE DELIVERED AN
OFFICER'S CERTIFICATE TO THE ADMINISTRATIVE AGENT ON THE DATE OF THE INCURRENCE
OF SUCH INDEBTEDNESS, CERTIFYING THAT THE NET CASH PROCEEDS OF SUCH INDEBTEDNESS
ARE INTENDED TO BE USED TO CONSUMMATE A PERMITTED ACQUISITION WITHIN 90 DAYS
FOLLOWING SUCH DATE OF INCURRENCE AND (Y) THE NET CASH PROCEEDS OF SUCH
INDEBTEDNESS ARE THEN APPLIED TO FINANCE A PERMITTED ACQUISITION AND/OR PAY FEES
AND EXPENSES INCURRED IN CONNECTION THEREWITH WITHIN SUCH 90-DAY PERIOD, THE NET
CASH PROCEEDS OF SUCH INDEBTEDNESS ARE APPLIED AS A MANDATORY REPAYMENT AND/OR
COMMITMENT REDUCTION IN ACCORDANCE WITH THE REQUIREMENTS OF SECTION 2.12(A);
(G)
INDEBTEDNESS OF FOREIGN SUBSIDIARIES OF THE
US BORROWER IN AN AGGREGATE AMOUNT AT ANY ONE TIME OUTSTANDING NOT TO EXCEED THE
SUM OF (I) $25,000,000 PLUS (II) 5.0% OF THE TOTAL FOREIGN SUBSIDIARY ASSETS;
PROVIDED THAT, AT THE TIME OF ANY INCURRENCE OF INDEBTEDNESS PURSUANT TO
PRECEDING CLAUSE (II), THE CONSOLIDATED LEVERAGE RATIO AS AT THE LAST DAY OF THE
CALCULATION PERIOD THEN LAST ENDED (CALCULATED ON A PRO FORMA BASIS AS IF SUCH
INDEBTEDNESS HAD BEEN INCURRED (AND ANY OTHER SPECIFIED TRANSACTION THERETOFORE
CONSUMMATED AFTER THE FIRST DAY OF SUCH CALCULATION PERIOD HAD BEEN CONSUMMATED)
ON THE FIRST DAY OF SUCH CALCULATION PERIOD) SHALL BE 4.50 TO 1.00 OR LESS;
(H)
INDEBTEDNESS OF A SUBSIDIARY OF THE US
BORROWER ACQUIRED PURSUANT TO A PERMITTED ACQUISITION (OR INDEBTEDNESS ASSUMED
AT THE TIME OF A PERMITTED ACQUISITION OF AN ASSET SECURING SUCH INDEBTEDNESS)
(THE "PERMITTED ACQUIRED DEBT"), PROVIDED THAT (X) SUCH INDEBTEDNESS WAS NOT
INCURRED IN CONNECTION WITH, OR IN ANTICIPATION OR CONTEMPLATION OF, SUCH
PERMITTED ACQUISITION, (Y) SUCH INDEBTEDNESS DOES NOT CONSTITUTE DEBT FOR
BORROWED MONEY (IT BEING UNDERSTOOD AND AGREED THAT CAPITAL LEASE OBLIGATIONS
AND PURCHASE MONEY INDEBTEDNESS SHALL NOT CONSTITUTE DEBT FOR BORROWED MONEY FOR
PURPOSES OF THIS CLAUSE (Y)), AND (Z) THE AGGREGATE PRINCIPAL AMOUNT OF ALL
PERMITTED ACQUIRED DEBT INCURRED PURSUANT TO THIS CLAUSE (H), TOGETHER WITH