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SEC Filings

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           (6) purchase money obligations for property acquired in the ordinary
course of business that impose restrictions on the property so acquired of the
nature described in clause (3) of the preceding paragraph;

           (7) any agreement for the sale or other disposition of a Restricted
Subsidiary of the Company that restricts distributions by such Restricted
Subsidiary pending its sale or other disposition;

           (8) Permitted Refinancing Indebtedness; provided that the
restrictions contained in the agreements governing such Permitted Refinancing
Indebtedness are no more restrictive, taken as a whole, than those contained in
the agreements governing the Indebtedness being refinanced;

           (9) Liens securing Indebtedness otherwise permitted to be incurred
pursuant to the provisions of the covenant described above under Section 4.14
that limit the right of the Company or any of its Restricted Subsidiaries to
dispose of the assets subject to such Lien;

           (10) provisions with respect to the disposition or distribution of
assets or property in joint venture agreements and other similar agreements
entered into in the ordinary course of business;

           (11) restrictions on cash or other deposits or net worth imposed by
customers under contracts entered into in the ordinary course of business;

           (12) restrictions contained in the terms of Indebtedness permitted to
be incurred under Section 4.10; provided that such restrictions are no more
restrictive than the terms contained in the Credit Facilities as in effect on
the Issue Date; and

           (13) restrictions that are not materially more restrictive than
customary provisions in comparable financings and the management of the Company
determines that such restrictions will not materially impair the Company's
ability to make payments as required under the Notes.

Section 4.10. Incurrence of Indebtedness and Issuance of Preferred Stock.

           The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee
or otherwise become directly or indirectly liable, contingently or otherwise,
with respect to (collectively, "incur") any Indebtedness (including Acquired
Debt) and the Company shall not issue any Disqualified Stock and shall not
permit any of their Restricted Subsidiaries to issue any shares of preferred
stock unless the Leverage Ratio would have been not greater than 8.75 to 1.0
determined on a pro forma basis (including a pro forma application of the net
proceeds therefrom), as if the additional Indebtedness had been incurred, or the
Disqualified Stock had been issued, as the case may be, at the beginning of the
most recently ended fiscal quarter.

           So long as no Default shall have occurred and be continuing or would
be caused