Common use of Limitation on Incurrence of Indebtedness Clause in Contracts

Limitation on Incurrence of Indebtedness. (a) The Company shall not, and shall not permit any Restricted Subsidiary to, issue any Indebtedness (other than the Indebtedness represented by the Securities and the Guarantees), except that the Company and any Restricted Subsidiaries may issue additional Indebtedness if the Company's Cash Flow Coverage Ratio for its four full fiscal quarters next preceding the date such additional Indebtedness is issued would have been at least 2.00 to 1 on or prior to the second anniversary of the Issue Date and 2.25 to 1 thereafter determined on a Pro Forma Basis ([increasing ratio over time?](including, for this purpose, any other Indebtedness issued and any acquisition or sale consummated, since the end of the applicable four-quarter period) as if such additional Indebtedness and any other Indebtedness issued since the end of such four-quarter period had been issued at the beginning of such four-quarter period. (b) The foregoing limitations shall not apply to the issuance of: (i) Indebtedness of the Company and the Restricted Subsidiaries under the New Credit Facility in an aggregate principal amount at any one time outstanding not to exceed the greater of (x) $75,000,000 or (y) the sum of (i) 85% of the book value of the accounts receivable of the Company and the Restricted Subsidiaries taken as a whole and (ii) 50% of the book value of the inventory of the Company and the Restricted Subsidiaries taken as a whole;

Limitation on Incurrence of Indebtedness. (a) The ---------------------------------------- Company shall not, and shall not cause or permit any Restricted Subsidiary to, issue directly or indirectly, Incur any Indebtedness (other than the Indebtedness represented by the Securities and the Guaranteesincluding Acquired Indebtedness), except that the Company and any Restricted Subsidiaries may issue additional Indebtedness if the Company's Cash Flow Coverage Ratio for its four full fiscal quarters next preceding the date such additional Indebtedness is issued would have been at least 2.00 to 1 on or prior to the second anniversary of the Issue Date and 2.25 to 1 thereafter determined on a Pro Forma Basis ([increasing ratio over time?](including, for this purpose, any other Indebtedness issued and any acquisition or sale consummated, since the end of the applicable four-quarter period) as if such additional Indebtedness and any other Indebtedness issued since the end of such four-quarter period had been issued at the beginning of such four-quarter period.except: (b) The foregoing limitations shall not apply to the issuance of: (i1) Indebtedness of the Company or any Subsidiary Guarantor if, immediately after giving effect to the Incurrence of such Indebtedness and the receipt and application of the net proceeds therefrom (including, without limitation, the application or use of the net proceeds therefrom to repay Indebtedness, consummate an Asset Acquisition or make any Restricted Subsidiaries under Payment): (a) the New Credit Facility in an aggregate principal amount at any one time outstanding not to exceed the greater ratio of (x) $75,000,000 or Total Consolidated Indebtedness to (y) Annualized Pro Forma Consolidated Operating Cash Flow would be less than: 7.0 to 1.0; or (b) in the sum case of (i) 85any Incurrence of Indebtedness prior to May 15, 2004 only, Total Consolidated Indebtedness would be equal to or less than 75% of the book value of the accounts receivable of the Company and the Restricted Subsidiaries taken as a whole and (ii) 50% of the book value of the inventory of the Company and the Restricted Subsidiaries taken as a wholeTotal Invested Capital;

Limitation on Incurrence of Indebtedness. (a) The ----------------------------------------- Company shall not, and shall not cause or permit any Restricted Subsidiary to, issue directly or indirectly, Incur any Indebtedness (other than the Indebtedness represented by the Securities and the Guaranteesincluding Acquired Indebtedness), except that the Company and any Restricted Subsidiaries may issue additional Indebtedness if the Company's Cash Flow Coverage Ratio for its four full fiscal quarters next preceding the date such additional Indebtedness is issued would have been at least 2.00 to 1 on or prior to the second anniversary of the Issue Date and 2.25 to 1 thereafter determined on a Pro Forma Basis ([increasing ratio over time?](including, for this purpose, any other Indebtedness issued and any acquisition or sale consummated, since the end of the applicable four-quarter period) as if such additional Indebtedness and any other Indebtedness issued since the end of such four-quarter period had been issued at the beginning of such four-quarter period.except: (b) The foregoing limitations shall not apply to the issuance of: (i1) Indebtedness of the Company or any Subsidiary Guarantor if, immediately after giving effect to the Incurrence of such Indebtedness and the receipt and application of the net proceeds therefrom (including, without limitation, the application or use of the net proceeds therefrom to repay Indebtedness, consummate an Asset Acquisition or make any Restricted Subsidiaries under Payment): (a) the New Credit Facility in an aggregate principal amount at any one time outstanding not to exceed the greater ratio of (x) $75,000,000 or Total Consolidated Indebtedness to (y) Annualized Pro Forma Consolidated Operating Cash Flow would be less than: 7.0 to 1.0; or (b) in the sum case of (i) 85any Incurrence of Indebtedness prior to April 1, 2005 only, Total Consolidated Indebtedness would be equal to or less than 75% of the book value of the accounts receivable of the Company and the Restricted Subsidiaries taken as a whole and (ii) 50% of the book value of the inventory of the Company and the Restricted Subsidiaries taken as a wholeTotal Invested Capital;

Limitation on Incurrence of Indebtedness. (a) The Company shall will not, and shall will not permit any of its Restricted Subsidiary Subsidiaries to, issue directly or indirectly, Incur any Indebtedness (other than the Indebtedness represented by the Securities and the Guarantees)Indebtedness; provided, except however, that the Company and any Restricted Subsidiaries may issue additional Incur Indebtedness if (including, without limitation, Acquired Indebtedness incurred by the Company's Cash Flow ), if in each case on the date of the Incurrence of such Indebtedness and after giving effect thereto, the Consolidated Fixed Charge Coverage Ratio for its four full fiscal quarters next preceding the date such additional Indebtedness is issued would have been at least 2.00 greater than 2.0 to 1 on or prior to the second anniversary of the Issue Date and 2.25 to 1 thereafter determined on a Pro Forma Basis ([increasing ratio over time?](including, for this purpose, any other Indebtedness issued and any acquisition or sale consummated, since the end of the applicable four-quarter period) as if such additional Indebtedness and any other Indebtedness issued since the end of such four-quarter period had been issued at the beginning of such four-quarter period1.0. (b) The foregoing limitations shall Notwithstanding the provisions of Section 4.03(a), this covenant will not apply to prohibit the issuance of: Incurrence of any of the following items of Indebtedness (collectively, "Permitted Indebtedness"): (i) Indebtedness under the Notes issued in the Offering in an aggregate principal amount of $160,000,000 and the related Subsidiary Guarantees; (ii) Indebtedness of the Company and the Restricted Subsidiaries under the New incurred pursuant to one or more Credit Facility Facilities in an aggregate principal amount at any one time outstanding not to exceed the sum of (A) $200,000,000 and (B) the greater of (x) $75,000,000 or 50,000,000 and (y) the sum 60% of (i) inventory plus 85% of the book value of the accounts receivable (each as determined in accordance with GAAP, but excluding accounts receivable that are past due by more than 60 days) of the Company and the its Restricted Subsidiaries taken determined on a consolidated basis as a whole and (ii) 50% of the book value end of the inventory last fiscal quarter for which financial statements have been prepared (with the amount of all principal payments and commitment reductions under one or more Credit Facilities made with the Company and the Restricted Subsidiaries taken as a whole;Net Cash Proceeds of one or more Asset Sales

Limitation on Incurrence of Indebtedness. (a) The ----------------------------------------- Company shall not, and shall not cause or permit any Restricted Subsidiary to, issue directly or indirectly, Incur any Indebtedness (other than the Indebtedness represented by the Securities and the Guaranteesincluding Acquired Indebtedness), except that the Company and any Restricted Subsidiaries may issue additional Indebtedness if the Company's Cash Flow Coverage Ratio for its four full fiscal quarters next preceding the date such additional Indebtedness is issued would have been at least 2.00 to 1 on or prior to the second anniversary of the Issue Date and 2.25 to 1 thereafter determined on a Pro Forma Basis ([increasing ratio over time?](including, for this purpose, any other Indebtedness issued and any acquisition or sale consummated, since the end of the applicable four-quarter period) as if such additional Indebtedness and any other Indebtedness issued since the end of such four-quarter period had been issued at the beginning of such four-quarter period.except: (b) The foregoing limitations shall not apply to the issuance of: (i1) Indebtedness of the Company or any Subsidiary Guarantor if, immediately after giving effect to the Incurrence of such Indebtedness and the receipt and application of the net proceeds therefrom (including, without limitation, the application or use of the net proceeds therefrom to repay Indebtedness, consummate an Asset Acquisition or make any Restricted Payment): (a) the ratio of (x) Total Consolidated Indebtedness to (y) Annualized Pro Forma Consolidated Operating Cash Flow would be less than: 7.0 to 1.0; or (b) in the case of any Incurrence of Indebtedness prior to April 1, 2005 only, Total Consolidated Indebtedness would be equal to or less than 75% of Total Invested Capital; (2) Bank Indebtedness of the Company and its Restricted Subsidiaries under the New Credit Facility in an aggregate principal amount at any one time outstanding not to exceed the greater of (x) $75,000,000 or (y) the sum of (i) 85% of the book value of the accounts receivable of the Company and the Restricted Subsidiaries taken as a whole and (ii) 50% of the book value of the inventory of the Company and the Restricted Subsidiaries taken as a whole1,000,000,000 at any time outstanding;