Common use of Certain Calculations Clause in Contracts

Certain Calculations. (i) With respect to any period during which a Permitted Acquisition has occurred, for purposes of determining compliance with the financial covenants set forth in this Section 6.6, Consolidated EBITDA shall be calculated with respect to such period on a pro forma basis in the following manner: Consolidated EBITDA will be increased by 100% of the Consolidated EBITDA, if positive, or reduced by 100% of the Consolidated EBITDA, if negative, in each case as calculated with respect to the entity or assets being acquired using the historical financial statements of such entity and the consolidated financial statements of Company and its 76 83 Subsidiaries which shall be reformulated as if such transaction, and any Indebtedness incurred or repaid in connection therewith, had been consummated or incurred or repaid 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 acquisition at the weighted average of the interest rates applicable to outstanding Loans incurred during such period, taking into account all Hedge Agreements, if any, applicable thereto); and all such pro forma adjustments shall be accompanied by a Financial Officer Certification. (ii) With respect to any period during which an Asset Sale has occurred, for purposes of determining compliance with the financial covenants set forth in this Section 6.6, Consolidated EBITDA shall be calculated with respect to such period on a pro forma basis (without giving effect to adjustments to increase Consolidated EBITDA to account for expected improvements in operations) using the historical financial statements of any business sold or to be sold and the consolidated financial statements of Company and its Subsidiaries which shall be reformulated as if such transaction, and any Indebtedness repaid in connection therewith, had been repaid at the beginning of such period.

Certain Calculations. (i) With respect to any period during which a Permitted Acquisition Acquisition, an Asset Sale or any prepayments of the Term Loans under Section 2.13 or 2.14 hereof has occurredoccurred (each, a “Subject Transaction”), for purposes of determining compliance with the financial covenants set forth in this Section 6.66.7, Consolidated Adjusted EBITDA and the components of Adjusted Consolidated Interest Expense shall be calculated with respect to such period on a pro forma basis (in accordance with Regulation S-X under the following manner: Consolidated EBITDA will Securities Act or as otherwise reasonably satisfactory to the Administrative Agent, but in any case such pro forma adjustments shall be increased certified by 100% the chief financial officer of the Consolidated EBITDA, if positive, or reduced by 100% of the Consolidated EBITDA, if negative, in each case as calculated with respect to the entity or assets being acquired Borrower) using the historical financial statements or other financial data reasonably acceptable to the Administrative Agent of such entity any business so acquired or to be acquired or sold or to be sold and the consolidated financial statements of Company the Borrower and its 76 83 Subsidiaries which shall be reformulated as if such transactionSubject Transaction, and any Indebtedness incurred or repaid in connection therewith, had been consummated or incurred or repaid 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 acquisition at the weighted average of the interest rates applicable to outstanding Loans incurred during such period, taking into account all Hedge Agreements, if any, applicable thereto); and all such pro forma adjustments shall be accompanied by a Financial Officer Certification. (ii) With respect to any period during which an Asset Sale has occurredprovided that, for purposes the purpose of determining compliance calculating Consolidated Net Income or Consolidated Adjusted EBITDA included in the definition of Consolidated Excess Cash Flow in connection with any such Subject Transaction, the financial covenants set forth in this Section 6.6Acquisition or any acquisition completed prior to the Closing Date, Consolidated EBITDA shall be calculated with respect to such period on a pro forma basis the income (without giving effect to adjustments to increase Consolidated EBITDA to account for expected improvements in operationsor loss) using the historical financial statements of any Person or business sold or accrued prior to the date it becomes a Subsidiary of Borrower, shall not be sold and the consolidated financial statements of Company and its Subsidiaries which shall be reformulated as if such transaction, and any Indebtedness repaid in connection therewith, had been repaid at the beginning of such periodincluded.

Certain Calculations. (i) With respect to any period during which any repayment of Indebtedness, a Permitted Acquisition Credit Extension, a Restricted Payment or an Investment pursuant to Section 6.5(c) or Section 6.5(i) is made, or during which Borrower has occurredotherwise acquired or disposed of any Capital Stock in a Restricted Operating Company Subsidiary, a Borrower or any of its Restricted Subsidiaries has acquired or disposed of, or there is an Abandonment with respect to, any property with a value in excess of fifty million Dollars ($50,000,000) (each, a “Subject Transaction”), for purposes of determining compliance with the financial covenants set forth in this Section 6.6, Consolidated EBITDA Borrower Cash Flow shall be calculated with respect to such period on a pro forma basis in the following manner: Consolidated EBITDA will be increased by 100% (including pro forma adjustments arising out of the Consolidated EBITDAevents which are directly attributable to a specific transaction, if positive, or reduced by 100% of the Consolidated EBITDA, if negativeare 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 and as calculated interpreted by the staff of the SEC, which pro forma adjustments shall be certified by the chief financial officer of Borrowers (or officer or representative with respect to the entity or assets being acquired similar responsibilities)) using the historical financial statements of any business so acquired or to be acquired or sold or to be sold (or deemed historical cash flows for any such entity business acquired or sold prior to or during its Ramp-up Phase, which cash flows shall be annualized in accordance with the last two sentences of this Section 6.6(c)) and the consolidated financial statements of Company Borrowers and its 76 83 the Restricted Subsidiaries which shall be reformulated as if such transactionSubject Transaction, and any Indebtedness incurred or repaid in connection therewith, had been consummated or incurred or repaid 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 acquisition such Subject Transaction at the weighted average of the interest rates applicable to outstanding Loans incurred during such period, taking into account all Hedge Agreements). Notwithstanding the foregoing, if anya Borrower or any of its Restricted Subsidiaries has acquired, applicable thereto); and all disposed of, or (e) Transfers of equipment or real property to the extent that such pro forma adjustments shall be accompanied by a Financial Officer Certification. (ii) With respect to any period during which an Asset Sale has occurred, property is exchanged for purposes credit against the purchase price of determining compliance with the financial covenants set forth in this Section 6.6, Consolidated EBITDA shall be calculated with respect to such period on a pro forma basis (without giving effect to adjustments to increase Consolidated EBITDA to account for expected improvements in operations) using the historical financial statements of any business sold or to be sold and the consolidated financial statements of Company and its Subsidiaries which shall be reformulated as if such transaction, and any Indebtedness repaid in connection therewith, had been repaid at the beginning of such period.similar replacement property;

Certain Calculations. (i) With respect to any period during which a Permitted Acquisition or an Asset Sale has occurredoccurred (each, a “Subject Transaction”), for purposes of determining compliance with the financial covenants set forth in this Section 6.68.11, Consolidated Eligible Recurring Net Revenue, Merchant Volume Attrition Rate, EBITDA and the components of Fixed Charges shall be calculated with respect to such period on a pro forma basis (including pro forma adjustments approved by the Administrative Agent in the following manner: Consolidated EBITDA will be increased by 100% of the Consolidated EBITDA, if positive, or reduced by 100% of the Consolidated EBITDA, if negative, in each case as calculated with respect to the entity or assets being acquired its sole discretion) using the historical audited financial statements of such entity any business so acquired or to be acquired or sold or to be sold and the consolidated and consolidating financial statements of the Intermediate Holding Company and its 76 83 Subsidiaries which shall be reformulated as if such transactionSubject Transaction, and any Indebtedness incurred or repaid in connection therewith, had been consummated or incurred or repaid at the beginning of such period (and assuming that such Indebtedness bears interest during any portion of the applicable measurement period Measurement Period prior to the relevant acquisition at the weighted average of the interest rates applicable to outstanding Term Loans incurred during such period, taking into account all Hedge Agreements, if any, applicable thereto); and all such pro forma adjustments shall be accompanied by a Financial Officer Certification. (ii) With respect to any period during which an Asset Sale has occurred, for . For the purposes of determining compliance with the financial covenants covenant set forth in this Section 6.68.11(c) following consummation of a Permitted Acquisition, Consolidated EBITDA each of the minimum Eligible Recurring Net Revenue amounts set forth in Section 8.11(c) shall be calculated with respect increased by 100% of Eligible Recurring Net Revenue of the entity or assets being acquired for the four quarter period most recently ended prior to such period on a pro forma basis (without giving effect to adjustments to increase Consolidated EBITDA to account for expected improvements in operations) using the historical financial statements of any business sold or to be sold and the consolidated financial statements of Company and its Subsidiaries which shall be reformulated as if such transaction, and any Indebtedness repaid in connection therewith, had been repaid at the beginning consummation of such periodPermitted Acquisition.

Certain Calculations. (i) With respect to any period during which a Permitted Acquisition or an Asset Sale has occurredoccurred (each, a “Subject Transaction”), for purposes of determining compliance with the financial covenants set forth in this Section 6.66.8, Consolidated Adjusted EBITDA shall be calculated with respect to such period on a pro forma basis in the following manner: Consolidated EBITDA will be increased by 100% (including (x) pro forma adjustments arising out of the Consolidated EBITDAevents which are directly attributable to a specific transaction, if positive, or reduced by 100% of the Consolidated EBITDA, if negativeare 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 and as interpreted by the staff of the Securities and Exchange Commission, which would include cost savings resulting from head count reduction, closure of facilities and similar restructuring charges and applicable interest expense shall be calculated with respect to such period on a pro rata basis, which pro forma adjustments shall be certified by the entity or assets being acquired chief financial officer of Xerium and (y) such other adjustments that are acceptable to the Administrative Agent) using the historical audited financial statements of such entity any business so acquired or to be acquired or sold or to be sold and the consolidated financial statements of Company Xerium and its 76 83 Subsidiaries which shall be reformulated as if such transactionSubject Transaction, and any Indebtedness incurred or repaid in connection therewith, had been consummated or incurred or repaid 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 acquisition at the weighted average of the interest rates applicable to outstanding Loans incurred during such period, taking into account all Hedge Agreements, if any, applicable thereto); and all such pro forma adjustments shall be accompanied by a Financial Officer Certification. (ii) With respect Whenever pro forma effect is to be given to any period during which an Asset Sale has occurredtransaction, for purposes of determining compliance with the financial covenants set forth in this Section 6.6, Consolidated EBITDA pro forma calculations shall be calculated with respect to such period made in good faith by a responsible financial or accounting officer of Xerium. Interest on a pro forma basis (without giving effect Capitalized Lease Obligation shall be deemed to adjustments to increase Consolidated EBITDA to account for expected improvements in operations) using the historical accrue at an interest rate reasonably determined by a responsible financial statements or accounting officer of any business sold or Xerium to be sold and the consolidated financial statements rate of Company and its Subsidiaries which shall be reformulated as if interest implicit in such transaction, and any Indebtedness repaid Capitalized Lease Obligation in connection therewith, had been repaid at the beginning of such periodaccordance with GAAP.

Certain Calculations. (i) With respect to any period during which a Permitted Acquisition Acquisition, an Asset Sale or any prepayments of the Term Loans under Section 2.13 or 2.14 hereof has occurredoccurred (each, a “Subject Transaction”), for purposes of determining compliance with the financial covenants set forth in this Section 6.66.7, Consolidated Adjusted EBITDA and the components of Adjusted Consolidated Interest Expense shall be calculated with respect to such period on a pro forma basis (in accordance with Regulation S-X under the following manner: Consolidated EBITDA will Securities Act or as otherwise reasonably satisfactory to the Administrative Agent, but in any case such pro forma adjustments shall be increased certified by 100% the chief financial officer of the Consolidated EBITDA, if positive, or reduced by 100% of the Consolidated EBITDA, if negative, in each case as calculated with respect to the entity or assets being acquired Borrower) using the historical financial statements or other financial data reasonably acceptable to the Administrative Agent of such entity any business so acquired or to be acquired or sold or to be sold and the consolidated financial statements of Company the Borrower and its 76 83 Subsidiaries which shall be reformulated as if such transactionSubject Transaction, and any Indebtedness incurred or repaid in connection therewith, had been consummated or incurred or repaid 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 acquisition at the weighted average of the interest rates applicable to outstanding Loans incurred during such period, taking into account all Hedge Agreements, if any, applicable thereto); and all such pro forma adjustments shall be accompanied by a Financial Officer Certification. (ii) With respect to any period during which an Asset Sale has occurredprovided that, for purposes the purpose of determining compliance calculating Consolidated Net Income or Consolidated Adjusted EBITDA included in the definition of Consolidated Excess Cash Flow in connection with any such Subject Transaction, the financial covenants set forth in this Section 6.6Third Wave Acquisition, Consolidated EBITDA shall be calculated with respect the Third Wave Merger or any acquisition completed prior to such period on a pro forma basis the Restatement Date, the income (without giving effect to adjustments to increase Consolidated EBITDA to account for expected improvements in operationsor loss) using the historical financial statements of any Person or business sold or accrued prior to the date it becomes a Subsidiary of the Borrower, shall not be sold and the consolidated financial statements of Company and its Subsidiaries which shall be reformulated as if such transaction, and any Indebtedness repaid in connection therewith, had been repaid at the beginning of such periodincluded.

Certain Calculations. (i) With respect to any period during which an Asset Sale or Acquisition (including the transactions contemplated by the RCP Acquisition Documents, the Five Points Acquisition Documents and, the TrueBridge Acquisition Documents and the Enhanced Capital Acquisition Documents) or Investment made pursuant to Section 6.7(f) or (h) has occurred (each, a Permitted Acquisition has occurred“Subject Transaction”), for purposes of determining compliance with the financial covenants set forth in this Section 6.66.8 or compliance on a pro forma basis with such financial covenants or satisfaction of any other financial test under this Agreement, Consolidated EBITDA Adjusted EBITDA, and the components of Consolidated Fixed Charges shall be calculated with respect to such period on a pro forma basis (each of which pro forma adjustments shall be certified by a Chief Financial Officer of Parent and shall be determined reasonably and in the following manner: Consolidated EBITDA will be increased by 100% of the Consolidated EBITDA, if positive, or reduced by 100% of the Consolidated EBITDA, if negative, in each case as calculated with respect to the entity or assets being acquired good faith) using the historical audited financial statements of such entity any business or assets sold or to be sold, or acquired or to be acquired, as the case may be, and the consolidated financial statements of Company Parent and its 76 83 Subsidiaries Subsidiaries, which shall be reformulated as if such transactionSubject Transaction, and any Indebtedness incurred or repaid in connection therewith, had been consummated or incurred or repaid 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 acquisition Subject Transaction at the weighted average of the interest rates applicable to outstanding Loans incurred during such period)., taking into account all Hedge Agreements, if any, applicable thereto); and all such it being agreed however that the pro forma adjustments increase to Consolidated Adjusted EBITDA resulting from the Five Points Acquisition, the TrueBridge Acquisition and the Enhanced Capital Acquisition, in each case, shall be accompanied by a Financial Officer Certification. (ii) With respect to any period during which an Asset Sale has occurred, for purposes of determining compliance with the financial covenants set forth in this Section 6.6, Consolidated EBITDA shall be calculated with respect to such period on a pro forma basis (without giving effect to adjustments to increase Consolidated EBITDA to account for expected improvements in operations) using the historical financial statements of any business sold or deemed to be sold and the consolidated financial statements of Company and its Subsidiaries which shall be reformulated as if such transaction, and any Indebtedness repaid in connection therewith, had been repaid at the beginning of such follows for each relevant period.:

Certain Calculations. (i) With respect to any period during which a Permitted Acquisition or an Asset Sale has occurredoccurred (each, a “Subject Transaction”), for purposes of determining compliance with the financial covenants set forth in this Section 6.66.8, Consolidated Adjusted EBITDA shall be calculated with respect to such period on a pro forma basis in the following manner: Consolidated EBITDA will be increased by 100% (including (x) pro forma adjustments arising out of the Consolidated EBITDAevents which are directly attributable to a specific transaction, if positive, or reduced by 100% of the Consolidated EBITDA, if negativeare 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 and as interpreted by the staff of the Securities and Exchange Commission, which would include cost savings resulting from head count reduction, closure of facilities and similar restructuring charges and applicable interest expense shall be calculated with respect to such period on a pro rata basis, which pro forma adjustments shall be certified by the entity or assets being acquired chief financial officer of Xerium and (y) such other adjustments that are acceptable to the Administrative Agent) using the historical audited financial statements of such entity any business so acquired or to be acquired or sold or to be sold and the consolidated financial statements of Company Xerium and its 76 83 Subsidiaries which shall be reformulated as if such transactionSubject Transaction, and any Indebtedness incurred or repaid in connection therewith, had been consummated or incurred or repaid 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 acquisition at the weighted average of the interest rates applicable to outstanding Term Loans incurred during such period, taking into account all Hedge Agreements, if any, applicable thereto); and all such pro forma adjustments shall be accompanied by a Financial Officer Certification. (ii) With respect Whenever pro forma effect is to be given to any period during which an Asset Sale has occurredtransaction, for purposes of determining compliance with the financial covenants set forth in this Section 6.6, Consolidated EBITDA pro forma calculations shall be calculated with respect to such period made in good faith by a responsible financial or accounting officer of Xerium. Interest on a pro forma basis (without giving effect Capitalized Lease Obligation shall be deemed to adjustments to increase Consolidated EBITDA to account for expected improvements in operations) using the historical accrue at an interest rate reasonably determined by a responsible financial statements or accounting officer of any business sold or Xerium to be sold and the consolidated financial statements rate of Company and its Subsidiaries which shall be reformulated as if interest implicit in such transaction, and any Indebtedness repaid Capitalized Lease Obligation in connection therewith, had been repaid at the beginning of such periodaccordance with GAAP.

Certain Calculations. (i) With respect to any period during which a Permitted Acquisition or an Asset Sale has occurredoccurred (each, a “Subject Transaction”), for purposes of determining compliance with the financial covenants set forth in this Section 6.66.8, Consolidated Adjusted EBITDA shall be calculated with respect to such period on a pro forma basis in the following manner: Consolidated EBITDA will be increased by 100% (including pro forma adjustments arising out of the Consolidated EBITDAevents which are directly attributable to a specific transaction, if positive, or reduced by 100% of the Consolidated EBITDA, if negativeare 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 and as calculated with respect to interpreted by the entity or assets being acquired staff of the Securities and Exchange Commission, which would include cost savings resulting from head count reduction, closure of facilities and similar restructuring charges, which pro forma adjustments shall be certified by the chief financial officer of Company) using the historical audited financial statements statements, to the extent available, of such entity any business so acquired or to be acquired or sold or to be sold and the consolidated financial statements of Company Holdings and its 76 83 Subsidiaries which shall be reformulated as if such transactionSubject Transaction, and any Indebtedness incurred or repaid in connection therewith, had been consummated or incurred or repaid 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 acquisition at the weighted average of the interest rates applicable to outstanding Loans incurred during such period, taking into account all Hedge Agreements, if any, applicable thereto); and all such provided, however, calculations of pro forma adjustments shall be accompanied by a Financial Officer Certification. (ii) With respect to any period during which an Asset Sale has occurred, for purposes of determining compliance with the financial covenants set forth in this Section 6.6, Consolidated Adjusted EBITDA shall be calculated with respect to such period on a pro forma basis (without giving effect to adjustments to increase Consolidated EBITDA to account Permitted Acquisition, the aggregate consideration for expected improvements in operations) using the historical financial statements of any business sold which constitutes $7,500,000 or to be sold and the consolidated financial statements of Company and its Subsidiaries which less, shall be reformulated as if such transaction, and any Indebtedness repaid in connection therewith, had been repaid at the beginning based on reasonable estimations made by Company of such periodpre-acquisition EBITDA based on actual pre-acquisition revenues; provided, further that, such Consolidated Adjusted EBITDA shall not exceed in such case 20% of such actual pre-acquisition revenues.

Certain Calculations. (i) With respect to any period during which a Permitted Acquisition or an Asset Sale has occurredoccurred (each, a “Subject Transaction”), for purposes of determining compliance with the financial covenants set forth in this Section 6.66.8, Consolidated Adjusted EBITDA shall be calculated with respect to such period on a pro forma basis in the following manner: Consolidated EBITDA will be increased by 100% (including pro forma adjustments arising out of the Consolidated EBITDAevents which are directly attributable to a specific transaction, if positive, or reduced by 100% of the Consolidated EBITDA, if negativeare 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 and as calculated with respect to interpreted by the entity or assets being acquired staff of the Securities and Exchange Commission, which would include cost savings resulting from head count reduction, closure of facilities and similar restructuring charges, which pro forma adjustments shall be certified by the chief financial officer of Company) using the historical audited financial statements statements, to the extent available, of such entity any business so acquired or to be acquired or sold or to be sold and the consolidated financial statements of Company Holdings and its 76 83 Subsidiaries which shall be reformulated as if such transactionSubject Transaction, and any Indebtedness incurred or repaid in connection therewith, had been consummated or incurred or repaid 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 acquisition at the weighted average of the interest rates applicable to outstanding Loans incurred during such period, taking into account all Hedge Agreements, if any, applicable thereto); and all such provided, however, calculations of pro forma adjustments shall be accompanied by a Financial Officer Certification. (ii) With respect to any period during which an Asset Sale has occurred, for purposes of determining compliance with the financial covenants set forth in this Section 6.6, Consolidated Adjusted EBITDA shall be calculated with respect to such period on a pro forma basis (without giving effect to adjustments to increase Consolidated EBITDA to account Permitted Acquisition, the aggregate consideration for expected improvements in operations) using the historical financial statements of any business sold which constitutes $10,000,000 or to be sold and the consolidated financial statements of Company and its Subsidiaries which less, shall be reformulated as if such transaction, and any Indebtedness repaid in connection therewith, had been repaid at the beginning based on reasonable estimations made by Company of such periodpre-acquisition EBITDA based on actual pre-acquisition revenues; provided, further that, such Consolidated Adjusted EBITDA shall not exceed in such case 22% of such actual pre-acquisition revenues.

Certain Calculations. (i) With respect to any period during which a Permitted Acquisition or an Asset Sale has occurredoccurred (each, a “Subject Transaction”), for purposes of determining compliance with the financial covenants set forth in this Section 6.66.8 or with any other financial ratios set forth in this Agreement, Consolidated Adjusted EBITDA shall be calculated with respect to such period on a pro forma basis in the following manner: Consolidated EBITDA will be increased by 100% (including (x) pro forma adjustments arising out of the Consolidated EBITDAevents which are directly attributable to a specific transaction, if positive, or reduced by 100% of the Consolidated EBITDA, if negativeare 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 and as interpreted by the staff of the Securities and Exchange Commission, which would include cost savings resulting from head count reduction, closure of facilities and similar restructuring charges and applicable interest expense shall be calculated with respect to such period on a pro rata basis, which pro forma adjustments shall be certified by the entity or assets being acquired chief financial officer of Xerium and (y) such other adjustments in an aggregate amount not to exceed 10% of the Adjusted EBITDA of Xerium and its Subsidiaries for the period of four most recent consecutive Fiscal Quarters for which financial statements have been delivered in accordance with Section 5.1 (calculated without giving any effect to pro forma adjustments in accordance with the foregoing clause (x)) that are acceptable to the Administrative Agent) using the historical audited financial statements of such entity any business so acquired or to be acquired or sold or to be sold and the consolidated financial statements of Company Xerium and its 76 83 Subsidiaries which shall be reformulated as if such transactionSubject Transaction, and any Indebtedness incurred or repaid in connection therewith, had been consummated or incurred or repaid 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 acquisition at the weighted average of the interest rates applicable to outstanding Loans incurred during such period, taking into account all Hedge Agreements, if any, applicable thereto); and all such pro forma adjustments shall be accompanied by a Financial Officer Certification. (ii) With respect Whenever pro forma effect is to be given to any period during which an Asset Sale has occurredtransaction, for purposes of determining compliance with the financial covenants set forth in this Section 6.6, Consolidated EBITDA pro forma calculations shall be calculated with respect to such period made in good faith by a responsible financial or accounting officer of Xerium. Interest on a pro forma basis (without giving effect Capitalized Lease Obligation shall be deemed to adjustments to increase Consolidated EBITDA to account for expected improvements in operations) using the historical accrue at an interest rate reasonably determined by a responsible financial statements or accounting officer of any business sold or Xerium to be sold and the consolidated financial statements rate of Company and its Subsidiaries which shall be reformulated as if interest implicit in such transaction, and any Indebtedness repaid Capitalized Lease Obligation in connection therewith, had been repaid at the beginning of such periodaccordance with GAAP.

Certain Calculations. (i) With respect to any period during which a Permitted Acquisition has shall have occurred, for purposes of determining compliance with the financial covenants set forth in this subsection 7.6 and in Section 6.62.4(B), Consolidated Adjusted EBITDA shall and Consolidated Interest Expense may be calculated with respect to such period periods and such New Business on a pro forma basis in the following manner: Consolidated EBITDA will be increased by 100% (including (i) pro forma adjustments arising out of the Consolidated EBITDAevents which are directly attributable to a specific transaction, if positive, or reduced by 100% of the Consolidated EBITDA, if negativeare 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 and as calculated with respect to interpreted by the entity staff of the Securities and Exchange Commission as of January 1, 1997, and (ii) cost savings resulting from head count reduction, closure of facilities and similar restructuring charges whether (x) resulting from decisions made by Company or assets being acquired (y) implemented by the management of the New Business within the six-month period immediately preceding the closing of such Permitted Acquisition (provided that the cost savings described in clause (y) were supportable and quantifiable by the underlying accounting records of such business), which pro forma adjustments shall be certified by the principal financial officer or principal accounting officer of Company) using the historical financial statements of such entity the New Business so acquired and the consolidated financial statements of Company Holdings and its 76 83 Subsidiaries which shall be reformulated (i) as if such transactionPermitted Acquisition, and any acquisitions which have been consummated during such period, and any Indebtedness or other liabilities incurred or repaid in connection therewith, with any such acquisition had been consummated or incurred or repaid 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 acquisition at the weighted average of the interest rates applicable to outstanding Loans incurred during as of the date of calculation of such periodpro forma adjustments), taking into account and (ii) otherwise in conformity with certain procedures to be agreed upon between Administrative Agent and Company, all Hedge Agreementssuch calculations to be in form and substance reasonably satisfactory to Administrative Agent. Notwithstanding the foregoing, if any, applicable thereto); and all no such pro forma adjustments or calculations shall be accompanied by a Financial Officer Certification. permitted unless (i) Company has delivered such proposed pro forma adjustments and calculations to the Administrative Agent, together with such other information as the Administrative Agent may reasonably request, within three days following the consummation of such Permitted Acquisition and (ii) With respect to any period during which an Asset Sale has occurred, for purposes of determining compliance with the financial covenants set forth in this Section 6.6, Consolidated EBITDA Administrative Agent shall be calculated with respect have consented to such period on a pro forma basis (without giving effect to adjustments to increase Consolidated EBITDA to account for expected improvements in operations) using the historical financial statements of any business sold or to be sold and the consolidated financial statements of Company and its Subsidiaries which shall be reformulated as if such transaction, and any Indebtedness repaid in connection therewith, had been repaid at the beginning of such periodcalculations.

Certain Calculations. (i) With respect to any period during which a Permitted Acquisition has occurredoccurs, for purposes of determining compliance with the financial covenants set forth in this subsection 7.6 and in Section 6.62.4(B), Consolidated Adjusted EBITDA and Consolidated Interest Expense shall be calculated with respect to such period periods and such New Business on a pro forma basis in the following manner: Consolidated EBITDA will be increased by 100% (including (i) pro forma adjustments arising out of the Consolidated EBITDAevents which are directly attributable to a specific transaction, if positive, or reduced by 100% of the Consolidated EBITDA, if negativeare 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 and as calculated with respect to interpreted by the entity staff of the Securities and Exchange Commission as of January 1, 1997, and (ii) cost savings resulting from head count reduction, closure of facilities and similar restructuring charges whether (x) resulting from decisions made by Company or assets being acquired (y) implemented by the management of the New Business within the six-month period immediately preceding the closing of such Permitted Acquisition (provided that the cost savings described in clause (y) are supportable and quantifiable by the underlying accounting records of such business), which pro forma adjustments shall be certified by the principal financial officer or principal accounting officer of Company) using the historical financial statements of such entity the New Business so acquired or to be acquired and the consolidated financial statements of Company Holdings and its 76 83 Subsidiaries which shall be reformulated (i) as if such transactionPermitted Acquisition, and any acquisitions which have been consummated during such period, and any Indebtedness or other liabilities incurred or repaid in connection therewith, with any such acquisition had been consummated or incurred or repaid 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 acquisition at the weighted average of the interest rates applicable to outstanding Loans incurred during such period, taking into account all Hedge Agreements, if any, applicable thereto); and all as of the date of calculation of such pro forma adjustments shall be accompanied by a Financial Officer Certification. adjustments), and (ii) With respect to any period during which an Asset Sale has occurred, for purposes of determining compliance otherwise in conformity with the financial covenants set forth in this Section 6.6, Consolidated EBITDA shall be calculated with respect to such period on a pro forma basis (without giving effect to adjustments to increase Consolidated EBITDA to account for expected improvements in operations) using the historical financial statements of any business sold or certain procedures to be sold agreed upon 138 between Administrative Agent and the consolidated financial statements of Company Company, all such calculations to be in form and its Subsidiaries which shall be reformulated as if such transaction, and any Indebtedness repaid in connection therewith, had been repaid at the beginning of such periodsubstance reasonably satisfactory to Administrative Agent.

Certain Calculations. (i) With respect to any period during which a Permitted Acquisition or an Asset Sale has occurredoccurred (each, a "SUBJECT TRANSACTION"), for purposes of determining compliance with the financial covenants set forth in this Section 6.66.8 (but not for purposes of determining the Applicable Margin or Applicable Commitment Fee Percentage), Consolidated Adjusted EBITDA shall be calculated with respect to such period on a pro forma basis in the following manner: Consolidated EBITDA will be increased by 100% (including pro forma adjustments arising out of the Consolidated EBITDAevents which are directly attributable to a specific transaction, if positive, or reduced by 100% of the Consolidated EBITDA, if negativeare 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 and as calculated with respect to interpreted by the entity or assets being acquired staff of the Securities and Exchange Commission, which would include cost savings resulting from head count reduction, closure of facilities and similar restructuring charges, which pro forma adjustments shall be certified by the chief financial officer of Company) using the historical audited financial statements statements, to the extent available, of such entity any business so acquired or to be acquired or sold or to be sold and the consolidated financial statements of Company Holdings and its 76 83 Subsidiaries which shall be reformulated as if such transactionSubject Transaction, and any Indebtedness incurred or repaid in connection therewith, had been consummated or incurred or repaid 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 acquisition at the weighted average of the interest rates applicable to outstanding Loans incurred during such period, taking into account all Hedge Agreements, if any, applicable thereto); and all such provided, however, calculations of pro forma adjustments shall be accompanied by a Financial Officer Certification. (ii) With respect to any period during which an Asset Sale has occurred, for purposes of determining compliance with the financial covenants set forth in this Section 6.6, Consolidated Adjusted EBITDA shall be calculated with respect to such period on a pro forma basis (without giving effect to adjustments to increase Consolidated EBITDA to account Permitted Acquisition, the aggregate consideration for expected improvements in operations) using the historical financial statements of any business sold which constitutes $3,000,000 or to be sold and the consolidated financial statements of Company and its Subsidiaries which less, shall be reformulated as if such transaction, and any Indebtedness repaid in connection therewith, had been repaid at the beginning based on reasonable estimations made by Company of such periodpre-acquisition EBITDA based on actual pre-acquisition revenues; provided, further that, such Consolidated Adjusted EBITDA shall not exceed in such case 20% of such actual pre-acquisition revenues.

Certain Calculations. (i) With respect to any period during which a Permitted Acquisition has occurredoccurs, for purposes of determining compliance with the financial covenants set forth in this Section SECTION 6.6, Consolidated EBITDA Adjusted EBITDA, Consolidated Adjusted EBITDAR and Consolidated Fixed Charges shall be calculated with respect to such period periods and the business or Person acquired on a pro forma basis in the following manner: Consolidated EBITDA will be increased by 100% (including pro forma adjustments arising out of the Consolidated EBITDAevents which are directly attributable to a specific transaction, if positive, or reduced by 100% of the Consolidated EBITDA, if negativeare 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 and as calculated with respect to interpreted by the entity or assets being acquired staff of the Securities and Exchange Commission) using the historical financial statements of such entity the business or Person acquired, so acquired or to be acquired and the consolidated financial statements of Company and its 76 83 Subsidiaries which shall be reformulated (i) as if such transactionPermitted Acquisition, and any Permitted Acquisitions which have been consummated during such period, and any Indebtedness or other liabilities incurred or repaid in connection therewithwith any such Permitted Acquisition, had been consummated or incurred or repaid 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 acquisition at the weighted average of the interest rates applicable to outstanding Loans incurred during such period), taking into account all Hedge Agreements, if any, applicable thereto); and all such pro forma adjustments shall be accompanied by a Financial Officer Certification. (ii) With respect to any period during which an Asset Sale has occurred, for purposes of determining compliance otherwise in conformity with the financial covenants set forth in this Section 6.6, Consolidated EBITDA shall be calculated with respect to such period on a pro forma basis (without giving effect to adjustments to increase Consolidated EBITDA to account for expected improvements in operations) using the historical financial statements of any business sold or certain procedures to be sold agreed upon between Administrative Agent and the consolidated financial statements of Company Company, all such calculations to be in form and its Subsidiaries which shall be reformulated as if such transaction, and any Indebtedness repaid in connection therewith, had been repaid at the beginning of such periodsubstance reasonably satisfactory to Administrative Agent.

Certain Calculations. (i) With respect to calculations of Consolidated Adjusted EBITDA for any four-Fiscal Quarter period including the Closing Date, such calculations shall be made assuming that Consolidated Adjusted EBITDA for each of the applicable Fiscal Quarters ending prior to the Closing Date is as set forth on Schedule 7.6E annexed hereto. (ii) With respect to any period during which a Permitted Acquisition has occurrednew Subsidiaries, assets or businesses are acquired pursuant to subsection 7.7(vii), for purposes of determining compliance with the financial covenants set forth in this Section 6.6subsection 7.6, Consolidated Adjusted EBITDA and Consolidated Interest Expense shall be calculated with respect to such period periods and such Subsidiaries, assets or businesses on a pro forma basis in the following manner: Consolidated EBITDA will be increased by 100% (including pro forma adjustments arising out of the Consolidated EBITDAevents which are directly attributable to a specific transaction, if positive, or reduced by 100% of the Consolidated EBITDA, if negativeare 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 of the Securities Act and as calculated with respect interpreted by the staff of the Securities and Exchange Commission prior to December 1996 which would include cost savings resulting from head count reductions, closure of facilities and similar restructuring charges, which pro forma adjustments shall be certified by the entity or assets being acquired chief financial officer of Company) using the historical financial statements of such entity all entities or assets so acquired or to be acquired and the consolidated financial statements of Company and its 76 83 Subsidiaries which shall be reformulated (a) as if such transactionacquisition, and any acquisitions which have been consummated during such period, and any Indebtedness or other liabilities incurred or repaid in connection therewith, with any such acquisition had been consummated or incurred or repaid 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 acquisition at the weighted average of the interest rates applicable to outstanding Loans incurred during such period), taking into account all Hedge Agreementsand (b) otherwise in conformity with certain procedures to be agreed upon between Administrative Agent and Company, if any, applicable thereto); and all such pro forma adjustments shall be accompanied by a Financial Officer Certification. (ii) With respect to any period during which an Asset Sale has occurred, for purposes of determining compliance with the financial covenants set forth in this Section 6.6, Consolidated EBITDA shall be calculated with respect to such period on a pro forma basis (without giving effect to adjustments to increase Consolidated EBITDA to account for expected improvements in operations) using the historical financial statements of any business sold or calculations to be sold in form and the consolidated financial statements of Company and its Subsidiaries which shall be reformulated as if such transaction, and any Indebtedness repaid in connection therewith, had been repaid at the beginning of such periodsubstance satisfactory to Administrative Agent.

Certain Calculations. (i) With respect to any period during which a Permitted Acquisition or an Asset Sale has occurredoccurred (each, a “Subject Transaction"), for purposes of determining compliance with the financial covenants set forth in this Section 6.66.7 (but not for purposes of determining the Applicable Margin or Applicable Revolving Commitment Fee Percentage), Consolidated Adjusted EBITDA shall be calculated with respect to such period on a pro forma basis in the following manner: Consolidated EBITDA will be increased by 100% (including pro forma adjustments arising out of the Consolidated EBITDAevents which are directly attributable to a specific transaction, if positive, or reduced by 100% of the Consolidated EBITDA, if negativeare 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 and as calculated with respect interpreted by the staff of the Securities and Exchange Commission, which would include, in each case to the entity or assets being acquired extent consistent with Regulation S-X, cost savings resulting from head count reduction, closure of facilities, elimination of organizational and operational duplication, cost savings from economies of scale (e.g. reductions in purchasing costs, etc.) and similar restructuring charges, which pro forma adjustments shall be certified by the chief financial officer of Holdings) using the historical audited financial statements of such entity any business so acquired or to be acquired or sold or to be sold and the consolidated financial statements of Company Holdings and its 76 83 Subsidiaries which shall be reformulated as if such transactionSubject Transaction, and any Indebtedness incurred or repaid in connection therewith, had been consummated or incurred or repaid 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 acquisition at the weighted average of the interest rates applicable to outstanding Loans incurred during such period, taking into account all Hedge Agreements, if any, applicable thereto); and all such pro forma adjustments shall be accompanied by a Financial Officer Certification. (ii) With respect to any period during which an Asset Sale has occurred, for purposes of determining compliance with the financial covenants set forth in this Section 6.6, Consolidated EBITDA shall be calculated with respect to such period on a pro forma basis (without giving effect to adjustments to increase Consolidated EBITDA to account for expected improvements in operations) using the historical financial statements of any business sold or to be sold and the consolidated financial statements of Company and its Subsidiaries which shall be reformulated as if such transaction, and any Indebtedness repaid in connection therewith, had been repaid at the beginning of such period.

Certain Calculations. (i) With respect to any period during which a Permitted Acquisition has occurredoccurs, for purposes of determining compliance with the financial covenants set forth in this subsection 7.6 and in Section 6.62.4(B), Consolidated Adjusted EBITDA and Consolidated Interest Expense shall be calculated with respect to such period periods and such New Business on a pro forma basis in the following manner: Consolidated EBITDA will be increased by 100% (including (i) pro forma adjustments arising out of the Consolidated EBITDAevents which are directly attributable to a specific transaction, if positive, or reduced by 100% of the Consolidated EBITDA, if negativeare 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 and as calculated with respect to interpreted by the entity staff of the Securities and Exchange Commission as of January 1, 1997, and (ii) cost savings resulting from head count reduction, closure of facilities and similar restructuring charges whether (x) resulting from decisions made by Company or assets being acquired (y) implemented by the management of the New Business within the six-month period immediately preceding the closing of such Permitted Acquisition (provided that the cost savings described in clause (y) are supportable and quantifiable by the underlying accounting records of such business), which pro forma adjustments shall be certified by the principal financial officer or principal 122 accounting officer of Company) using the historical financial statements of such entity the New Business so acquired or to be acquired and the consolidated financial statements of Company Holdings and its 76 83 Subsidiaries which shall be reformulated (i) as if such transactionPermitted Acquisition, and any acquisitions which have been consummated during such period, and any Indebtedness or other liabilities incurred or repaid in connection therewith, with any such acquisition had been consummated or incurred or repaid 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 acquisition at the weighted average of the interest rates applicable to outstanding Loans incurred during such period), taking into account all Hedge Agreements, if any, applicable thereto); and all such pro forma adjustments shall be accompanied by a Financial Officer Certification. (ii) With respect to any period during which an Asset Sale has occurred, for purposes of determining compliance otherwise in conformity with the financial covenants set forth in this Section 6.6, Consolidated EBITDA shall be calculated with respect to such period on a pro forma basis (without giving effect to adjustments to increase Consolidated EBITDA to account for expected improvements in operations) using the historical financial statements of any business sold or certain procedures to be sold agreed upon between Administrative Agent and the consolidated financial statements of Company Company, all such calculations to be in form and its Subsidiaries which shall be reformulated as if such transaction, and any Indebtedness repaid in connection therewith, had been repaid at the beginning of such periodsubstance reasonably satisfactory to Administrative Agent.

Certain Calculations. (i) With respect to any period during which a Permitted Acquisition has occurredoccurs, for purposes of determining compliance with the financial covenants set forth in this Section 6.6subsection 7.6, Consolidated Adjusted EBITDA and Consolidated Interest Expense shall be calculated with respect to such period periods and such New Business on a pro forma basis in the following manner: Consolidated EBITDA will be increased by 100% (including pro forma adjustments arising out of the Consolidated EBITDAevents which are directly attributable to a specific transaction, if positive, or reduced by 100% of the Consolidated EBITDA, if negativeare 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 and as calculated with respect to interpreted by the entity staff of the Securities and Exchange Commission as of the Effective Date, which would include cost savings resulting from head count reduction, closure of facilities and similar restructuring charges whether (x) resulting from decisions made by Company or assets being acquired (y) implemented by the management of the New Business within the six-month period immediately preceding the closing of such Permitted Acquisition (provided that the cost savings described in clause (y) are supportable and quantifiable by the underlying accounting records of such business), which pro forma adjustments shall be certified by the principal financial officer or principal accounting officer of Company) using the historical financial statements of such entity the New Business so acquired or to be acquired and the consolidated financial statements of Company Holdings and its 76 83 Subsidiaries which shall be reformulated (i) as if such transactionPermitted Acquisition, and any acquisitions which have been consummated during such period, and any Indebtedness or other liabilities incurred or repaid in connection therewith, with any such acquisition had been consummated or incurred or repaid 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 acquisition at the weighted average of the interest rates applicable to outstanding Loans incurred during such period), taking into account all Hedge Agreements, if any, applicable thereto); and all such pro forma adjustments shall be accompanied by a Financial Officer Certification. (ii) With respect to any period during which an Asset Sale has occurred, for purposes of determining compliance otherwise in conformity with the financial covenants set forth in this Section 6.6, Consolidated EBITDA shall be calculated with respect to such period on a pro forma basis (without giving effect to adjustments to increase Consolidated EBITDA to account for expected improvements in operations) using the historical financial statements of any business sold or certain procedures to be sold agreed upon between Administrative Agent and the consolidated financial statements of Company Company, all such calculations to be in form and its Subsidiaries which shall be reformulated as if such transaction, and any Indebtedness repaid in connection therewith, had been repaid at the beginning of such periodsubstance reasonably satisfactory to Administrative Agent.

Certain Calculations. (i) With respect to any period during which a Permitted Acquisition or an Asset Sale has occurredoccurred (each, a "SUBJECT TRANSACTION"), for purposes of determining compliance with the financial covenants set forth in this Section 6.66.8 (but not for purposes of determining the Applicable Margin, Applicable Commitment Fee Percentage and Excess Cash Flow), Consolidated Adjusted EBITDA and the components of Consolidated Fixed Charges shall be calculated with respect to such period on a pro forma basis in the following manner: Consolidated EBITDA will be increased by 100% of the Consolidated EBITDA, if positive, or reduced by 100% of the Consolidated EBITDA, if negative, in each case as calculated with respect to the entity or assets being acquired using the historical financial statements of such entity any business so acquired or to be acquired or sold or to be sold and the consolidated financial statements of Company Holdings and its 76 83 Subsidiaries Subsidiaries, which shall be reformulated adjusted as if such transactionSubject Transaction, and any Indebtedness incurred or repaid in connection therewith, had been consummated or incurred or repaid at the beginning of such period (and assuming that period. In making such Indebtedness bears interest during any portion of the applicable measurement period prior to the relevant acquisition at the weighted average of the interest rates applicable to outstanding Loans incurred during such periodcalculations, taking into account all Hedge Agreements, if any, applicable thereto); and all such pro forma adjustments effect shall be accompanied given to items that are directly attributable to a specific transaction, are factually supportable and are expected to have a continuing impact on Holdings and its Subsidiaries, in each case as reasonably acceptable to or required by a Financial Officer Certification. (ii) With respect to any period during which an Asset Sale has occurred, for Administrative Agent and Syndication Agent. For purposes of determining compliance with the financial covenants set forth in this Section 6.66.8, Consolidated EBITDA shall if any Indebtedness bears a floating rate of interest, the interest expense on such Indebtedness will be calculated with respect as if the rate in effect as of the last day of the applicable period had been the applicable rate for the entire period (taking into account any Hedge Agreement applicable to such period on a pro forma basis (without giving effect to adjustments to increase Consolidated EBITDA to account for expected improvements in operations) using the historical financial statements of any business sold or to be sold and the consolidated financial statements of Company and its Subsidiaries which shall be reformulated as Indebtedness if such transaction, and any Indebtedness repaid in connection therewith, had been repaid Hedge Agreement has a remaining term as at the beginning last day of such periodthe applicable period in excess of 12 months).

Certain Calculations. (i) With respect to any period during which a Permitted Acquisition has occurredoccurs, for purposes of determining compliance with the financial covenants set forth in this Section 6.6subsection 7.6, Consolidated Adjusted EBITDA and Consolidated Interest Expense shall be calculated with respect to such period periods and such New Business on a pro forma basis in the following manner: Consolidated EBITDA will be increased by 100% (including pro forma adjustments arising out of the Consolidated EBITDAevents which are directly attributable to a specific transaction, if positive, or reduced by 100% of the Consolidated EBITDA, if negativeare 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 and as calculated with respect to interpreted by the entity staff of the Securities and Exchange Commission as of January 1, 1997, which would include cost savings resulting from head count reduction, closure of facilities and similar restructuring charges whether (x) resulting from decisions made by Company or assets being acquired (y) implemented by the management of the New Business within the six-month period immediately preceding the closing of such Permitted Acquisition (provided that the cost savings described in clause (y) are supportable and quantifiable by the underlying accounting records of such business), which pro forma adjustments shall be certified by the principal financial officer or principal accounting officer of Company) using the historical financial statements of such entity the New Business so acquired or to be acquired and the consolidated financial statements of Company Holdings and its 76 83 Subsidiaries which shall be reformulated (i) as if such transactionPermitted Acquisition, and any acquisitions which have been consummated during such period, and any Indebtedness or other liabilities incurred or repaid in connection therewith, with any such acquisition had been consummated or incurred or repaid 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 acquisition at the weighted average of the interest rates applicable to outstanding Loans incurred during such period), taking into account all Hedge Agreements, if any, applicable thereto); and all such pro forma adjustments shall be accompanied by a Financial Officer Certification. (ii) With respect to any period during which an Asset Sale has occurred, for purposes of determining compliance otherwise in conformity with the financial covenants set forth in this Section 6.6, Consolidated EBITDA shall be calculated with respect to such period on a pro forma basis (without giving effect to adjustments to increase Consolidated EBITDA to account for expected improvements in operations) using the historical financial statements of any business sold or certain procedures to be sold agreed upon between Administrative Agent and the consolidated financial statements of Company Company, all such calculations to be in form and its Subsidiaries which shall be reformulated as if such transaction, and any Indebtedness repaid in connection therewith, had been repaid at the beginning of such periodsubstance reasonably satisfactory to Administrative Agent.

Certain Calculations. (i) With respect to any period during -------------------- which a Permitted Acquisition or an Asset Sale has occurredoccurred (each, a "Subject Transaction"), for purposes of determining compliance with the financial covenants set forth in this Section 6.66.8, Consolidated Adjusted EBITDA and the components of Consolidated Fixed Charges shall be calculated with respect to such period on a pro forma basis in the following manner: Consolidated EBITDA will be increased by 100% (including pro forma adjustments arising out of the Consolidated EBITDAevents which are directly attributable to a specific transaction, if positive, or reduced by 100% of the Consolidated EBITDA, if negativeare 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 and as calculated with respect interpreted by the staff of the Securities and Exchange Commission, which would include cost savings resulting from head count reduction, closure of facilities and similar restructuring charges, which pro forma adjustments shall be certified by the chief financial officer of Company and shall be reasonably satisfactory to the entity Syndication Agent, the Administrative Agent and Requisite Lenders, which consent shall not be unreasonably withheld or assets delayed (it being acquired understood that failure to respond within five (5) Business Days shall be deemed approval of such adjustments)) using the historical audited financial statements of such entity any business so acquired or to be acquired or sold or to be sold and the consolidated financial statements of Company and its 76 83 Subsidiaries which shall be reformulated as if such transactionSubject Transaction, and any Indebtedness incurred or repaid in connection therewith, had been consummated or incurred or repaid 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 acquisition at the weighted average of the interest rates applicable to outstanding Loans incurred during such period, taking into account all Hedge Agreements, if any, applicable thereto); and all such pro forma adjustments shall be accompanied by a Financial Officer Certification. (ii) With respect to any period during which an Asset Sale has occurred, for purposes of determining compliance with the financial covenants set forth in this Section 6.6, Consolidated EBITDA shall be calculated with respect to such period on a pro forma basis (without giving effect to adjustments to increase Consolidated EBITDA to account for expected improvements in operations) using the historical financial statements of any business sold or to be sold and the consolidated financial statements of Company and its Subsidiaries which shall be reformulated as if such transaction, and any Indebtedness repaid in connection therewith, had been repaid at the beginning of such period.

Certain Calculations. (i) With respect to any period during which a Permitted Acquisition or an Asset Sale has occurredoccurred (each, a “Subject Transaction”), for purposes of determining compliance with the financial covenants set forth in this Section 6.66.8, Consolidated Adjusted EBITDA shall be calculated with respect to such period on a pro forma basis in the following manner: Consolidated EBITDA will be increased by 100% (including pro forma adjustments arising out of the Consolidated EBITDAevents which are directly attributable to a specific transaction, if positive, or reduced by 100% of the Consolidated EBITDA, if negativeare 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 and as calculated with respect to interpreted by the entity or assets being acquired staff of the Securities and Exchange Commission, which would include cost savings resulting from head count reduction, closure of facilities and similar restructuring charges, which pro forma adjustments shall be certified by the chief financial officer of Xerium) using the historical audited financial statements of such entity any business so acquired or to be acquired or sold or to be sold and the consolidated financial statements of Company Xerium and its 76 83 Subsidiaries which shall be reformulated as if such transactionSubject Transaction, and any Indebtedness incurred or repaid in connection therewith, had been consummated or incurred or repaid 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 acquisition at the weighted average of the interest rates applicable to outstanding Loans incurred during such period, taking into account all Hedge Agreements, if any, applicable thereto); and all such pro forma adjustments shall be accompanied by a Financial Officer Certification. (ii) With respect Whenever pro forma effect is to be given to any period during which an Asset Sale has occurredtransaction, for purposes of determining compliance with the financial covenants set forth in this Section 6.6, Consolidated EBITDA pro forma calculations shall be calculated with respect to such period made in good faith by a responsible financial or accounting officer of Xerium. Interest on a pro forma basis (without giving effect Capitalized Lease Obligation shall be deemed to adjustments to increase Consolidated EBITDA to account for expected improvements in operations) using the historical accrue at an interest rate reasonably determined by a responsible financial statements or accounting officer of any business sold or Xerium to be sold and the consolidated financial statements rate of Company and its Subsidiaries which shall be reformulated as if interest implicit in such transaction, and any Indebtedness repaid Capitalized Lease Obligation in connection therewith, had been repaid at the beginning of such periodaccordance with GAAP.

Certain Calculations. (i) With respect to any period during which a Permitted Acquisition has occurredoccurs, for purposes of determining compliance with the financial covenants set forth in this Section 6.6subsection 7.6, Consolidated Adjusted EBITDA and Consolidated Interest Expense shall be calculated with respect to such period periods and such New Business on a pro forma basis in the following manner: Consolidated EBITDA will be increased by 100% (including (i) pro forma adjustments arising out of the Consolidated EBITDAevents which are directly attributable to a specific transaction, if positive, or reduced by 100% of the Consolidated EBITDA, if negativeare 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 and as calculated with respect to interpreted by the entity staff of the Securities and Exchange Commission as of January 1, 1997, and (ii) cost savings resulting from head count reduction, closure of facilities and similar restructuring charges whether (x) resulting from decisions made by Company or assets being acquired (y) implemented by the management of the New Business within the six- month period immediately preceding the closing of such Permitted Acquisition (provided that the cost savings described in clause (y) are supportable and quantifiable by the underlying accounting records of such business), which pro forma adjustments shall be certified by the principal financial officer or principal accounting officer of Company) using the historical financial statements of such entity the New Business so acquired or to be acquired and the consolidated financial statements of Company Holdings and its 76 83 Subsidiaries which shall be reformulated (i) as if such transactionPermitted Acquisition, and any acquisitions which have been consummated during such period, and any Indebtedness or other liabilities incurred or repaid in connection therewith, with any such acquisition had been consummated or incurred or repaid 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 acquisition at the weighted average of the interest rates applicable to outstanding Loans incurred during such period), taking into account all Hedge Agreements, if any, applicable thereto); and all such pro forma adjustments shall be accompanied by a Financial Officer Certification. (ii) With respect to any period during which an Asset Sale has occurred, for purposes of determining compliance otherwise in conformity with the financial covenants set forth in this Section 6.6, Consolidated EBITDA shall be calculated with respect to such period on a pro forma basis (without giving effect to adjustments to increase Consolidated EBITDA to account for expected improvements in operations) using the historical financial statements of any business sold or certain procedures to be sold agreed upon between Administrative Agent and the consolidated financial statements of Company Company, all such calculations to be in form and its Subsidiaries which shall be reformulated as if such transaction, and any Indebtedness repaid in connection therewith, had been repaid at the beginning of such periodsubstance reasonably satisfactory to Administrative Agent.

Certain Calculations. (i) With respect to any period during which a Permitted Acquisition, the Gains Acquisition or an Asset Sale has occurredoccurred (each, a “Subject Transaction”), for purposes of determining compliance with the financial covenants set forth in this Section 6.66.8, Consolidated Adjusted EBITDA and the components of Consolidated Fixed Charges shall be calculated with respect to such period on a pro forma basis in the following manner: Consolidated EBITDA will be increased by 100% (including pro forma adjustments arising out of the Consolidated EBITDAevents which are directly attributable to a specific transaction, if positive, or reduced by 100% of the Consolidated EBITDA, if negativeare 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 and as calculated with respect interpreted by the staff of the Securities and Exchange Commission, which would include cost savings resulting from head count reduction, closure of facilities and similar restructuring charges, which pro forma adjustments shall be certified by the chief financial officer of Company and shall be reasonably satisfactory to the entity Syndication Agent, Administrative Agent and Requisite Lenders, which consent shall not be unreasonably withheld or assets delayed (it being acquired understood that failure to respond within five (5) Business Days shall be deemed approval of such adjustments)) using the historical audited financial statements of such entity any business so acquired or to be acquired or sold or to be sold and the consolidated financial statements of Company and its 76 83 Subsidiaries which shall be reformulated as if such transactionSubject Transaction, and any Indebtedness incurred or repaid in connection therewith, had been consummated or incurred or repaid 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 acquisition at the weighted average of the interest rates applicable to outstanding Loans incurred during such period, taking into account all Hedge Agreements, if any, applicable thereto); and all such pro forma adjustments shall be accompanied by a Financial Officer Certification. (ii) With respect to any period during which an Asset Sale has occurred, for purposes of determining compliance with the financial covenants set forth in this Section 6.6, Consolidated EBITDA shall be calculated with respect to such period on a pro forma basis (without giving effect to adjustments to increase Consolidated EBITDA to account for expected improvements in operations) using the historical financial statements of any business sold or to be sold and the consolidated financial statements of Company and its Subsidiaries which shall be reformulated as if such transaction, and any Indebtedness repaid in connection therewith, had been repaid at the beginning of such period.

Certain Calculations. (i) With respect to any period during which a Permitted Acquisition or an Asset Sale has occurredoccurred (each, a “Subject Transaction”), for purposes of determining compliance with the financial covenants set forth in this Section 6.66.7 (but not, except with respect to the Acquisition, for purposes of determining the Applicable Margin or Applicable Revolving Commitment Fee Percentage), Consolidated Adjusted EBITDA shall be calculated with respect to such period on a pro forma basis in the following manner: Consolidated EBITDA will be increased by 100% (including pro forma adjustments arising out of the Consolidated EBITDAevents which are directly attributable to a specific transaction, if positive, or reduced by 100% of the Consolidated EBITDA, if negativeare factually supportable and are expected to have a continuing impact, in each case determined on a basis (i) consistent with Article 11 of Regulation S-X promulgated under the Securities Act and as calculated with respect interpreted by the staff of the Securities and Exchange Commission or (ii) reflecting cost savings directly attributable to such Subject Transaction and that are related to actions implemented or to be implemented, that are of a type reasonably expected to be realized within one year of the entity date of such Subject Transaction and that are supportable and quantifiable by the underlying accounting records of such business or assets being acquired otherwise factually supportable and reasonably identifiable, in each case, as certified by the chief financial officer of Borrower and otherwise reasonably satisfactory to Administrative Agent) using the historical (audited, if available) financial statements of such entity any business so acquired or to be acquired or sold or to be sold and the consolidated financial statements of Company Borrower and its 76 83 Subsidiaries which shall be reformulated as if such transaction, Subject Transaction and any Indebtedness incurred or repaid in connection therewith, had been consummated or incurred or repaid 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 acquisition at the weighted average of the interest rates applicable to outstanding Loans incurred during such period, taking into account all Hedge Agreements, if any, applicable thereto); and all such pro forma adjustments shall be accompanied by a Financial Officer Certification. (ii) With respect to any period during which an Asset Sale has occurred, for purposes of determining compliance with the financial covenants set forth in this Section 6.6, Consolidated EBITDA shall be calculated with respect to such period on a pro forma basis (without giving effect to adjustments to increase Consolidated EBITDA to account for expected improvements in operations) using the historical financial statements of any business sold or to be sold and the consolidated financial statements of Company and its Subsidiaries which shall be reformulated as if such transaction, and any Indebtedness repaid in connection therewith, had been repaid at the beginning of such period.

Certain Calculations. (i) With respect to any period during which a -------------------- Permitted Acquisition has occurredoccurs, for purposes of determining compliance with the financial covenants set forth in this Section 6.6subsection 7.6, Consolidated Adjusted EBITDA and Consolidated Cash Interest Expense shall be calculated with respect to such period periods and such New Business on a pro forma basis in the following manner: Consolidated EBITDA will be increased by 100% (including pro forma adjustments arising out of the Consolidated EBITDAevents which are directly attributable to a specific transaction, if positive, or reduced by 100% of the Consolidated EBITDA, if negativeare 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 and as calculated with respect to interpreted by the entity staff of the Securities and Exchange Commission as of January 1, 1997, which would include cost savings resulting from head count reduction, closure of facilities and similar restructuring charges whether (x) resulting from decisions made by Holdings or assets being acquired Company or (y) implemented by the management of the New Business within the six-month period immediately preceding the closing of such Permitted Acquisition (provided that the cost savings described in clause (y) are supportable and quantifiable by the underlying accounting records of such business), which pro forma adjustments shall be certified by the principal financial officer or principal accounting officer of Holdings) using the historical financial statements of such entity the New Business so acquired or to be acquired and the consolidated financial statements of Company Holdings and its 76 83 Subsidiaries which shall be reformulated (i) as if such transactionPermitted Acquisition, and any acquisitions which have been consummated during such period, and any Indebtedness or other liabilities incurred or repaid in connection therewith, with any such acquisition had been consummated or incurred or repaid 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 acquisition at the weighted average of the interest rates applicable to outstanding Loans incurred during such period), taking into account all Hedge Agreements, if any, applicable thereto); and all such pro forma adjustments shall be accompanied by a Financial Officer Certification. (ii) With respect to any period during which an Asset Sale has occurred, for purposes of determining compliance otherwise in conformity with the financial covenants set forth in this Section 6.6, Consolidated EBITDA shall be calculated with respect to such period on a pro forma basis (without giving effect to adjustments to increase Consolidated EBITDA to account for expected improvements in operations) using the historical financial statements of any business sold or certain procedures to be sold agreed upon between Administrative Agent, Holdings and the consolidated financial statements of Company Company, all such calculations to be in form and its Subsidiaries which shall be reformulated as if such transaction, and any Indebtedness repaid in connection therewith, had been repaid at the beginning of such periodsubstance reasonably satisfactory to Administrative Agent.

Certain Calculations. (i) With respect to any period during which a Permitted Acquisition has occurred, for For purposes of determining compliance with the financial covenants set forth in this Section 6.66.8 (but not for purposes of determining the Applicable Margin or Applicable Revolving Commitment Fee Percentage), (i) with respect to any period during which a Permitted Acquisition or an Asset Sale has occurred (each, a "SUBJECT TRANSACTION"), each of Consolidated EBITDA Adjusted EBITDA, the components of Consolidated Cash Interest Expense and Additional Net Sales shall be calculated with respect to such period on a pro forma basis in the following manner: Consolidated EBITDA will be increased by 100% of the Consolidated EBITDA, if positive, or reduced by 100% of the Consolidated EBITDA, if negative, in each case as calculated with respect to the entity or assets being acquired (including only Permitted Adjustments) using the historical audited financial statements of such entity any business so acquired or to be acquired or sold or to be sold and the consolidated financial statements of Company Holdings and its 76 83 Subsidiaries which shall be reformulated as if such transactionSubject Transaction, and any Indebtedness incurred or repaid in connection therewith, had been consummated or incurred or repaid 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 acquisition at the weighted average of the interest rates applicable to outstanding Loans incurred during such period, taking into account all Hedge Agreements, if any, applicable thereto); and all such pro forma adjustments shall be accompanied by a Financial Officer Certification.; (ii) With with respect to any period during which an Asset Sale has occurredthe proceeds of any capital contribution to, for purposes or issuance of determining compliance with Capital Stock of, Holdings ("EQUITY PROCEEDS") have been applied to make mandatory or voluntary prepayments of Loans, the financial covenants set forth in this Section 6.6, components of Consolidated Adjusted EBITDA and Consolidated Cash Interest Expense shall be calculated with respect to such period on a pro forma basis (without giving effect including only pro forma adjustments which 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 and as interpreted by the staff of the Securities and Exchange Commission, which pro forma adjustments to increase Consolidated EBITDA to account for expected improvements in operationsshall be certified by the Chief Financial Officer of Holdings) using the historical financial statements of any business sold or to be sold and the consolidated financial statements of Company and its Subsidiaries which shall be reformulated (after giving effect to any reformulation required under clause (i) above) as if such transactionEquity Proceeds had been received, and any Indebtedness repaid in connection therewithapplicable portion of the Loans prepaid, had been repaid at the beginning of such period; and (iii) with respect to any period including the Fiscal Quarter ended September 30, 2002 or any prior Fiscal Quarter (each an "HISTORICAL QUARTER"), Consolidated Adjusted EBITDA and Consolidated Cash Interest Expense shall be calculated in accordance with Schedule 6.8(d)(iii).

Certain Calculations. (i) With respect to any period during which a Permitted Acquisition has occurredor Asset Sale occurs, for purposes of determining compliance with the financial covenants set forth in this Section 6.67.1, and for purposes of calculating the financial ratios used in Sections 7.7, 7.8(i) and Annex A, Consolidated EBITDA and the components of Consolidated Fixed Charges shall be calculated with respect to such period on a pro forma basis in the following manner: Consolidated EBITDA will be increased by 100% including pro forma adjustments arising out of the Consolidated EBITDAevents which are directly attributable to a specific transaction, if positive, or reduced by 100% of the Consolidated EBITDA, if negativeare 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 calculated with respect to amended, and as interpreted by the entity or assets being acquired staff of the SEC, which would include cost savings resulting from head count reductions, closure of facilities and similar restructuring charges, (which pro forma adjustments shall be certified by the Chief Financial Officer of the Borrower), using the historical financial statements of such entity the Person or business acquired or sold or to be acquired or sold and the consolidated financial statements of Company the Borrower and its 76 83 Subsidiaries which shall be reformulated as if such transactionPermitted Acquisition or Asset Sale, and any Indebtedness or other liabilities incurred or repaid in connection therewith, with any such acquisition or sale had been consummated or incurred or repaid 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 acquisition Permitted Acquisition or Asset Sale, at the weighted average of the interest rates applicable to outstanding Loans incurred during such period), taking into account all Hedge Agreements, if any, applicable thereto); and all such pro forma adjustments shall be accompanied by a Financial Officer Certification. (ii) With respect to any period during which an Asset Sale has occurred, for purposes of determining compliance with the financial covenants set forth in this Section 6.6, Consolidated EBITDA shall be calculated with respect to such period on a pro forma basis (without giving effect to adjustments to increase Consolidated EBITDA to account for expected improvements in operations) using the historical financial statements of any business sold or calculations to be sold in form and substance reasonably satisfactory to the consolidated financial statements of Company and its Subsidiaries which shall be reformulated as if such transaction, and any Indebtedness repaid in connection therewith, had been repaid at the beginning of such periodAdministrative Agent.

Certain Calculations. (i) With respect to any period during which a Permitted Acquisition or an Asset Sale has occurredoccurred (each, a "SUBJECT TRANSACTION"), for purposes of determining compliance with the financial covenants set forth in this Section 6.66.8, Consolidated Adjusted EBITDA shall be calculated with respect to such period on a pro forma basis in the following manner: Consolidated EBITDA will be increased by 100% (including pro forma adjustments arising out of the Consolidated EBITDAevents which are directly attributable to a specific transaction, if positive, or reduced by 100% of the Consolidated EBITDA, if negativeare 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 and as calculated with respect to interpreted by the entity or assets being acquired staff of the Securities and Exchange Commission, which would include cost savings resulting from head count reduction, closure of facilities and similar restructuring charges, which pro forma adjustments shall be certified by the chief financial officer of Company) using the historical audited financial statements statements, to the extent available, of such entity any business so acquired or to be acquired or sold or to be sold and the consolidated financial statements of Company Holdings and its 76 83 Subsidiaries which shall be reformulated as if such transactionSubject Transaction, and any Indebtedness incurred or repaid in connection therewith, had been consummated or incurred or repaid 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 acquisition at the weighted average of the interest rates applicable to outstanding Loans incurred during such period, taking into account all Hedge Agreements, if any, applicable thereto); and all such PROVIDED, HOWEVER, calculations of pro forma adjustments shall be accompanied by a Financial Officer Certification. (ii) With respect to any period during which an Asset Sale has occurred, for purposes of determining compliance with the financial covenants set forth in this Section 6.6, Consolidated Adjusted EBITDA shall be calculated with respect to such period on a pro forma basis (without giving effect to adjustments to increase Consolidated EBITDA to account Permitted Acquisition, the aggregate consideration for expected improvements in operations) using the historical financial statements of any business sold which constitutes $7,500,000 or to be sold and the consolidated financial statements of Company and its Subsidiaries which less, shall be reformulated as if such transaction, and any Indebtedness repaid in connection therewith, had been repaid at the beginning based on reasonable estimations made by Company of such periodpre-acquisition EBITDA based on actual pre-acquisition revenues; PROVIDED, FURTHER that, such Consolidated Adjusted EBITDA shall not exceed in such case 20% of such actual pre-acquisition revenues.

Certain Calculations. (i) With respect to any period during which a Permitted Acquisition Credit Extension, a Restricted Payment or an Investment pursuant to Section 6.5(c) or Section 6.5(i) is made, or during which Borrower has occurredotherwise acquired or disposed of any Capital Stock in a Restricted Operating Company Subsidiary, a Borrower or any of its Restricted Subsidiaries has acquired or disposed of, or there is an Abandonment with respect to, any property with a value in excess of fifty million Dollars ($50,000,000) (each, a “Subject Transaction”), for purposes of determining compliance with the financial covenants set forth in this Section 6.6, Consolidated EBITDA Borrower Cash Flow shall be calculated with respect to such period on a pro forma basis in the following manner: Consolidated EBITDA will be increased by 100% (including pro forma adjustments arising out of the Consolidated EBITDAevents which are directly attributable to a specific transaction, if positive, or reduced by 100% of the Consolidated EBITDA, if negativeare 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 and as calculated interpreted by the staff of the SEC, which pro forma adjustments shall be certified by the chief financial officer of Borrowers (or officer or representative with respect to the entity or assets being acquired similar responsibilities)) using the historical financial statements of any business so acquired or to be acquired or sold or to be sold (or deemed historical cash flows for any such entity business acquired or sold prior to or during its Ramp-up Phase, which cash flows shall be annualized in accordance with the last two sentences of this Section 6.6(c)) and the consolidated financial statements of Company Borrowers and its 76 83 the Restricted Subsidiaries which shall be reformulated as if such transactionSubject Transaction, and any Indebtedness incurred or repaid in connection therewith, had been consummated or incurred or repaid 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 acquisition such Subject Transaction at the weighted average of the interest rates applicable to outstanding Loans incurred during such period, taking into account all Hedge Agreements). Notwithstanding the foregoing, if anya Borrower or any of its Restricted Subsidiaries has acquired, applicable theretodisposed of, or effected an Abandonment with respect to, any property with a value that does not exceed fifty million Dollars ($50,000,000); and all , Borrowers shall be permitted (but shall not be required) to give such pro forma adjustments shall be accompanied by a Financial Officer Certification. (ii) With respect effect to any period during which an Asset Sale has occurredsuch acquisition, for disposition or Abandonment. For purposes of determining compliance with Available Cash solely for the financial covenants calculation of the ratios set forth in this Section 6.6, Consolidated EBITDA distributions of Available Cash (other than Qualifying Cash) in respect of such Project or business made during the Ramp-up Phase of such Project or business shall be calculated with respect to such period on a pro forma basis (without giving effect to adjustments to increase Consolidated EBITDA to account for expected improvements in operations) using annualized by the historical financial statements amount of any business sold or to be sold such distributions multiplied by a fraction, the numerator of which is twelve (12) and the consolidated financial statements denominator of Company which is the number of months from and its Subsidiaries which shall be reformulated as if such transaction, and any Indebtedness repaid in connection therewith, had been repaid at including the beginning of such periodRamp-up Phase. Such annualization of such distributions shall be net of any previous annualization made during such Ramp-up Phase (e.g., and for indicative purposes only (x) in the case of a distribution of $100 in respect of the first month of the Ramp-up Phase, annualized Available Cash shall be $1,200; (y) in the case of distributions of $100 in respect of the first month and $90 in respect of the second month of the Ramp-up Phase, annualized Available Cash shall be $1140; and (z) in the case of a distribution of $300 in the aggregate in respect of the first three months of the Ramp-up Phase, annualized Available Cash shall be $1,200).

Certain Calculations. (i) With respect to any period during which a Permitted Acquisition has occurred, for For purposes of determining compliance with the financial covenants set forth in this Section 6.66.8 (but not for purposes of determining the Applicable Margin or Applicable Revolving Commitment Fee Percentage), (i) with respect to any period during which a Permitted Acquisition or an Asset Sale has occurred (each, a "SUBJECT TRANSACTION"), each of Consolidated EBITDA Adjusted EBITDA, the components of Consolidated Cash Interest Expense and Additional Net Sales shall be calculated with respect to such period on a pro forma basis in the following manner: Consolidated EBITDA will be increased by 100% of the Consolidated EBITDA, if positive, or reduced by 100% of the Consolidated EBITDA, if negative, in each case as calculated with respect to the entity or assets being acquired (including only Permitted Adjustments) using the historical audited financial statements of such entity any business so acquired or to be acquired or sold or to be sold and the consolidated financial statements of Company Holdings and its 76 83 Subsidiaries which shall be reformulated as if such transactionSubject Transaction, and any Indebtedness incurred or repaid in connection therewith, had been consummated or incurred or repaid 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 acquisition at the weighted average of the interest rates applicable to outstanding Loans incurred during such period, taking into account all Hedge Agreements, if any, applicable thereto); and all such pro forma adjustments shall be accompanied by a Financial Officer Certification.; (ii) With with respect to any period during which Company has incurred plant shutdown costs, acquisition integration costs or Uncompleted Acquisition Costs, Consolidated Adjusted EBITDA for such period shall be increased by an Asset Sale has occurredamount, without duplication, equal to any such costs payable in Cash and incurred by Company during such period to the extent that such costs have reduced Consolidated Net Income for purposes such period, provided that the aggregate amount of determining compliance with the financial covenants set forth in adjustments to Consolidated Adjusted EBITDA made pursuant to this Section 6.66.8(d)(ii) for any period, together with any Permitted Adjustments in respect of any Subject Transactions made pursuant to clause (ii) of the definition of Permitted Adjustments for the same period, shall not exceed 7.5% of pro forma Consolidated Adjusted EBITDA (as reformulated) for such period; (iii) with respect to any period during which the proceeds of any capital contribution to, or issuance of Capital Stock of, Holdings ("EQUITY PROCEEDS") have been applied to make mandatory or voluntary prepayments of Loans, the components of Consolidated Adjusted EBITDA and Consolidated Cash Interest Expense shall be calculated with respect to such period on a pro forma basis (without giving effect including only pro forma adjustments which 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 and as interpreted by the staff of the Securities and Exchange Commission, which pro forma adjustments to increase Consolidated EBITDA to account for expected improvements in operationsshall be certified by the Chief Financial Officer of Holdings) using the historical financial statements of any business sold or to be sold and the consolidated financial statements of Company and its Subsidiaries which shall be reformulated (after giving effect to any reformulation required under clause (i) above) as if such transactionEquity Proceeds had been received, and any Indebtedness repaid in connection therewithapplicable portion of the Loans prepaid, had been repaid at the beginning of such period; (iv) with respect to any period including the Fiscal Quarter ended September 30, 2002 or any prior Fiscal Quarter (each an "HISTORICAL QUARTER"), Consolidated Adjusted EBITDA and Consolidated Cash Interest Expense shall be calculated in accordance with Schedule 6.8(d)(iv); and (v) proceeds of the ▇▇▇▇▇▇ Acquisition Senior Subordinated Notes shall not be included in the determination of Consolidated Total Debt for purposes of determining compliance with this Section 6.8 for periods up to and including the ▇▇▇▇▇▇ Acquisition Closing Date if all such proceeds (A) are deposited in an escrow account on the terms and conditions described in the offering circular relating to the ▇▇▇▇▇▇ Acquisition Senior Subordinated Notes and (B)(1) are used to pay ▇▇▇▇▇▇ Acquisition Financing Requirements on the ▇▇▇▇▇▇ Acquisition Closing Date or (2) used to prepay the ▇▇▇▇▇▇ Acquisition Senior Subordinated Notes if the ▇▇▇▇▇▇ Acquisition Closing Date does not occur on or prior to May 22, 2004.

Certain Calculations. (i) With respect to any period during which a Permitted Acquisition or an Asset Sale has occurredoccurred (each, a “Subject Transaction”), for purposes of determining compliance with the any financial covenants ratios set forth in this Section 6.6Agreement, Consolidated Adjusted EBITDA shall be calculated with respect to such period on a pro forma basis in the following manner: Consolidated EBITDA will be increased by 100% (including (x) pro forma adjustments arising out of the Consolidated EBITDAevents which are directly attributable to a specific transaction, if positive, or reduced by 100% of the Consolidated EBITDA, if negativeare factually supportable and identifiable 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 and as interpreted by the staff of the Securities and Exchange Commission, which would include cost savings resulting from head count reduction, closure of facilities and similar restructuring charges and applicable interest expense shall be calculated with respect to such period on a pro rata basis, which pro forma adjustments shall be certified by the entity chief financial officer or assets being acquired treasurer of the Lead Borrower and (y) such other adjustments not addressed in preceding clause (x) in an aggregate amount not to exceed 10% of the Adjusted EBITDA of the Lead Borrower and its Subsidiaries for the period of four most recent consecutive Fiscal Quarters for which financial statements have been delivered in accordance with Section 5.1 (calculated without giving any effect to pro forma adjustments in accordance with the foregoing clause (x) or this clause (y)) that are acceptable to the Administrative Agent) using the historical audited financial statements of such entity any business so acquired or to be acquired or sold or to be sold and the consolidated financial statements of Company the Lead Borrower and its 76 83 Subsidiaries which shall be reformulated as if such transactionSubject Transaction, and any Indebtedness incurred or repaid in connection therewith, had been consummated or incurred or repaid 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 acquisition at the weighted average of the interest rates applicable to outstanding Loans incurred during such period, taking into account all Hedge Agreements, if any, applicable thereto); and all such . 1. Whenever pro forma adjustments effect is to be given to any transaction, the pro forma calculations shall be accompanied made in good faith by a Financial Officer Certification. (ii) With respect to any period during which an Asset Sale has occurred, for purposes responsible financial or accounting officer of determining compliance with the financial covenants set forth in this Section 6.6, Consolidated EBITDA Lead Borrower. Interest on a Capitalized Lease Obligation shall be calculated with respect deemed to such period on accrue at an interest rate reasonably determined by a pro forma basis (without giving effect to adjustments to increase Consolidated EBITDA to account for expected improvements in operations) using responsible financial or accounting officer of the historical financial statements of any business sold or Borrower to be sold and the consolidated financial statements rate of Company and its Subsidiaries which shall be reformulated as if interest implicit in such transaction, and any Indebtedness repaid Capitalized Lease Obligation in connection therewith, had been repaid at the beginning of such periodaccordance with GAAP.

Certain Calculations. (i) With respect to any period during which a Permitted Acquisition or an Asset Sale has occurredoccurred (each, a “Subject Transaction”), for purposes of determining compliance with the financial covenants set forth in this Section 6.66.8 and the Leverage Ratio calculation in Section 6.1(k), Consolidated Adjusted EBITDA and the components of Consolidated Fixed Charges, as applicable, shall be calculated with respect to such period on a pro forma basis in the following manner: Consolidated EBITDA will be increased by 100% (including pro forma adjustments arising out of the Consolidated EBITDAevents which are directly attributable to a specific transaction, if positive, or reduced by 100% of the Consolidated EBITDA, if negativeare 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 and as calculated with respect to interpreted by the entity or assets being acquired staff of the Securities and Exchange Commission, which would include cost savings resulting from head count reduction, closure of Facilities and similar restructuring charges, which pro forma adjustments shall be certified by the chief financial officer of Company) using the historical audited financial statements of such entity any business so acquired or to be acquired or sold or to be sold and the consolidated financial statements of Company Holdings and its 76 83 Subsidiaries which shall be reformulated as if such transactionSubject Transaction, and any Indebtedness incurred or repaid in connection therewith, had been consummated or incurred or repaid 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 acquisition at the weighted average of the interest rates applicable to outstanding Loans incurred during such period, taking into account all Hedge Agreements, if any, applicable thereto); and all such pro forma adjustments shall be accompanied by a Financial Officer Certification. (ii) With respect to any period during which an Asset Sale has occurredcommencing prior to the Closing Date, for purposes of determining compliance with the financial covenants set forth in this Section 6.66.8, Consolidated Adjusted EBITDA shall be calculated with respect to the portion of such period prior to the Closing Date based on the historical Consolidated Adjusted EBITDA of the Company during such time, Consolidated Capital Expenditures shall be calculated with respect to the portion of such period prior to the Closing Date based on the historical Consolidated Capital Expenditures of the Company during such time, and the other components of Consolidated Fixed Charges (other than Consolidated Interest Expense) shall be calculated with respect to the portion of such period prior to the Closing Date on a pro forma basis (without giving effect to adjustments to increase Consolidated EBITDA to account for expected improvements in operations) using the historical financial statements of any business sold or to be sold and the consolidated financial statements of Company and its Subsidiaries which shall be reformulated as if such transaction, and any Indebtedness repaid in connection therewith, had been repaid at the beginning Closing Date occurred on the first day of such period. (iii) With respect to any period commencing prior to the Closing Date, for purposes of determining compliance with the financial covenants set forth in this Section 6.8, Consolidated Interest Expense shall be calculated with respect to the portion of such period prior to the Closing Date on a pro forma basis as if the Closing Date occurred on the first day of such period (and assuming that the Indebtedness incurred on the Closing Date was incurred on the first day of such period and, such Indebtedness bears interest during the portion of such period prior to the Closing Date at the weighted average of the interest rates applicable to outstanding Indebtedness during the portion of such period on and after the Closing Date and that no Indebtedness was repaid during the portion of such period prior to the Closing Date).

Certain Calculations. (i) With respect to any period during which a Permitted Acquisition or an Asset Sale has occurredoccurred (each, a “Subject Transaction”), for purposes of determining compliance with the financial covenants set forth in this Section 6.66.8 (but not for purposes of determining the Applicable Margin), Consolidated EBITDA Adjusted EBITDA, Consolidated Interest Expense, Consolidated Total Debt and Consolidated Capital Expenditures shall be calculated with respect to such period on a pro forma basis in the following manner: Consolidated EBITDA will be increased by 100% (including pro forma adjustments arising out of the Consolidated EBITDAevents which are directly attributable to a specific transaction, if positive, or reduced by 100% of the Consolidated EBITDA, if negativeare 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 and as calculated with respect to interpreted by the entity or assets being acquired staff of the Securities and Exchange Commission, which would include cost savings resulting from head count reduction, closure of facilities and similar restructuring charges, which pro forma adjustments shall be certified by the chief financial officer of Company) using the historical audited financial statements of such entity any business so acquired or to be acquired or sold or to be sold and the consolidated financial statements of Company and its 76 83 Subsidiaries which shall be reformulated as if such transactionSubject Transaction, and any Indebtedness incurred or repaid in connection therewith, had been consummated or incurred or repaid 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 acquisition at the weighted average of the interest rates applicable to outstanding Loans incurred during such period). In the event any calculation of the Interest Coverage Ratio or the Leverage Ratio is required pursuant to any provision hereof other than this Section 6.8, taking into account all Hedge Agreementsfor any period of four Fiscal Quarters ending September 30, if any2003 or December 31, 2003, the applicable thereto); and all such pro forma adjustments required Interest Coverage Ratio shall be accompanied by a Financial Officer Certification. (ii) With respect deemed to any period during which an Asset Sale has occurred, for purposes of determining compliance with be 2.00:1.00 and the financial covenants set forth in this Section 6.6, Consolidated EBITDA applicable required Leverage Ratio shall be calculated with respect to such period on a pro forma basis (without giving effect to adjustments to increase Consolidated EBITDA to account for expected improvements in operations) using the historical financial statements of any business sold or deemed to be sold and the consolidated financial statements of Company and its Subsidiaries which shall be reformulated as if such transaction, and any Indebtedness repaid in connection therewith, had been repaid at the beginning of such period5.95:1:00.