Common use of Incurrence of Indebtedness Clause in Contracts

Incurrence of Indebtedness. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee, acquire, become liable, contingently or otherwise, with respect to, or otherwise become responsible for payment of (collectively, “incur”) any Indebtedness (other than Permitted Indebtedness); provided, however, that if no Default or Event of Default shall have occurred and be continuing at the time of or as a consequence of the incurrence of any such Indebtedness, the Company and the Guarantors may incur Indebtedness (including, Acquired Indebtedness), and Restricted Subsidiaries of the Company that are not Guarantors may incur Acquired Indebtedness in an aggregate amount not to exceed $20.0 million at any time outstanding, in each case if on the date of the incurrence of such Indebtedness, after giving effect to the incurrence thereof, the Consolidated Fixed Charge Coverage Ratio of the Company would have been greater than 2.0 to 1.0. The maximum amount of Indebtedness that the Company and its Restricted Subsidiaries may incur pursuant to this covenant shall not be deemed to be exceeded, with respect to any outstanding Indebtedness, solely as a result of fluctuations in the exchange rate of currencies. When calculating capacity for the incurrence of additional Indebtedness by the Company and its Restricted Subsidiaries pursuant to this covenant the exchange rate of currencies shall be measured as of the date of such calculation.

Incurrence of Indebtedness. (a) The Company shall will not, and shall will not cause or permit any of its Restricted Subsidiaries Subsidiary to, Incur, directly or indirectly, create, incur, issue, assume, guarantee, acquire, become liable, contingently or otherwise, with respect to, or otherwise become responsible for payment of (collectively, “incur”) any Indebtedness (other than Permitted Indebtedness); provided, however, that if no Default or Event of Default shall have occurred and be continuing at the time of or as a consequence of the incurrence of any such Indebtedness, the Company and the Guarantors any Restricted Subsidiary may incur Incur Indebtedness (including, Acquired Indebtedness), and Restricted Subsidiaries of the Company that are not Guarantors may incur Acquired Indebtedness in an aggregate amount not to exceed $20.0 million at any time outstanding, in each case if on the date of such Incurrence and after giving effect thereto the incurrence Leverage Ratio would not exceed 5.5:1.0. (b) Notwithstanding the foregoing paragraph (a), the Company and any Restricted Subsidiary may Incur the following Indebtedness: (1) Bank Indebtedness (including, without limitation, Bank Indebtedness Incurred under the Existing Credit Facility) in an aggregate principal amount at any one time outstanding not exceeding £5,300,000,000; (2) Indebtedness of the Company owed to and held by any Restricted Subsidiary or Indebtedness of a Restricted Subsidiary owed to and held by the Company or any Restricted Subsidiary; provided, however, that (A) any subsequent issuance or transfer of any Capital Stock or any subsequent transfer of such Indebtedness or any other event that results in any such Indebtedness being held by a Person other than the Company or a Restricted Subsidiary shall be deemed to constitute the Incurrence of such Indebtedness by the obligor thereon, (B) if an Intermediate Guarantor is the obligor on such Indebtedness, after giving effect such Indebtedness is expressly subordinated for the benefit of the Holders to the incurrence thereof, the Consolidated Fixed Charge Coverage Ratio prior payment in full in cash of the Company would have been greater than 2.0 to 1.0. The maximum amount of Indebtedness that the Company and its Restricted Subsidiaries may incur pursuant to this covenant shall not be deemed to be exceeded, all obligations with respect to any outstanding the relevant Intermediate Guarantee and (C) if the Issuer is the obligor on such Indebtedness, solely as a result of fluctuations in the exchange rate of currencies. When calculating capacity such Indebtedness is expressly subordinated for the incurrence of additional Indebtedness by the Company and its Restricted Subsidiaries pursuant to this covenant the exchange rate of currencies shall be measured as benefit of the date Holders to the prior payment in full in cash of such calculation.all obligations with respect to the Notes;

Incurrence of Indebtedness. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee, acquire, become liable, contingently or otherwise, with respect to, or otherwise become responsible for payment of (collectively, “incur”) any Indebtedness (other than Permitted Indebtedness); provided, however, that if no Default or Event of Default shall have occurred and be continuing at the time of or as a consequence of the incurrence of any such Indebtedness, the Company and the Guarantors any of its Restricted Subsidiaries may incur Indebtedness (including, without limitation, Acquired Indebtedness), and Restricted Subsidiaries of the Company that are not Guarantors may incur Acquired Indebtedness in an aggregate amount not to exceed $20.0 million at any time outstanding, in each case if on the date of the incurrence of such Indebtedness, after giving effect to the incurrence thereof, the Company’s Consolidated Fixed Charge Coverage Ratio of for its most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the Company date on which such additional Indebtedness is incurred would have been greater than at least 2.0 to 1.0. The maximum ; provided, further, that the amount of Indebtedness that may be incurred pursuant to the foregoing by Restricted Subsidiaries that are not Guarantors shall not exceed $75.0 million at any one time outstanding. The Company shall not, and shall not permit any Guarantor to, directly or indirectly, incur any Indebtedness (including Acquired Indebtedness) that is subordinated or junior in right of payment to any Indebtedness of the Company or such Guarantor, as the case may be, unless such Indebtedness is expressly subordinated in right of payment to the Notes or such Guarantor’s Guarantee to the extent and its Restricted Subsidiaries in the same manner as such Indebtedness is subordinated to other Indebtedness of the Company or such Guarantor, as the case may incur pursuant to this covenant be. Unsecured Indebtedness shall not be deemed treated as subordinated or junior to the Secured Debt merely because it is unsecured and Senior Debt shall not be exceeded, treated as subordinated or junior to any other Senior Debt merely because it has a junior priority with respect to any outstanding Indebtedness, solely as a result of fluctuations in the exchange rate of currencies. When calculating capacity for the incurrence of additional Indebtedness by the Company and its Restricted Subsidiaries pursuant to this covenant the exchange rate of currencies shall be measured as of the date of such calculationsame collateral.

Incurrence of Indebtedness. The So long as any of the Notes are outstanding, the Company shall not, and shall not permit any of its Restricted Subsidiaries towithout obtaining prior approval from the Required Holders, directly or indirectlyenter into, create, incur, issueassume or suffer to exist any indebtedness of any kind other than (a) indebtedness existing on the date hereof; (b) indebtedness of the Company to its Subsidiary; (c) indebtedness arising out of trade accounts payable and other accrued liabilities arising in the ordinary course of business that are not overdue by 90 days or more or are being contested in good faith; (d) indebtedness arising from the honoring by a bank or other financial institution of a check, assumedraft or similar instrument; (e) indebtedness which is subject and subordinate in right of payment to the right of the Holders to receive the prior indefeasible payment and satisfaction in full of the obligations under the Notes; (f) indebtedness arising under customary inventory and receivable bank financing; and (g) indebtedness the net proceeds from which is used to pay the outstanding Notes in full in accordance with their terms. The Company shall not (a) modify the terms or maturity of any indebtedness in any material respect, guaranteeexcept the Company may modify the terms of such indebtedness to extend the maturity thereof, acquireto defer the timing of any payments in respect thereof, become liable, contingently or otherwise, with respect to, or otherwise become responsible for payment to cancel any portion of (collectively, “incur”) any Indebtedness such indebtedness (other than Permitted Indebtedness); provided, however, that if no Default pursuant to payments in the form of cash or Event of Default shall have occurred and be continuing at the time of or as a consequence other assets of the incurrence Company) or to reduce the interest rate or any fees in connection therewith, or (b) prepay any material indebtedness in the form of any such Indebtedness, the Company and the Guarantors may incur Indebtedness (including, Acquired Indebtedness), and Restricted Subsidiaries cash or other assets of the Company that are not Guarantors may incur Acquired Indebtedness in an aggregate amount not to exceed $20.0 million at any time outstanding, in each case if on without obtaining the date of approval from the incurrence of such Indebtedness, after giving effect to the incurrence thereof, the Consolidated Fixed Charge Coverage Ratio of the Company would have been greater than 2.0 to 1.0. The maximum amount of Indebtedness that the Company and its Restricted Subsidiaries may incur pursuant to this covenant shall not be deemed to be exceeded, with respect to any outstanding Indebtedness, solely as a result of fluctuations in the exchange rate of currencies. When calculating capacity for the incurrence of additional Indebtedness by the Company and its Restricted Subsidiaries pursuant to this covenant the exchange rate of currencies shall be measured as of the date of such calculationRequired Holders.

Incurrence of Indebtedness. (a) The Company shall Issuer will not, and shall will not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee, acquire, become liable, contingently or otherwise, with respect to, or otherwise become responsible for payment of (collectively, “incur”) Incur any Indebtedness (other than Permitted Indebtednessincluding Acquired Debt); provided, however, that all of the below are satisfied: (i) the Issuer or any of its Restricted Subsidiaries may Incur Indebtedness (including Acquired Debt), if the Consolidated Fixed Charge Coverage Ratio for the Issuer’s most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional Indebtedness is Incurred would have been at least 2.5:1.0, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been Incurred at the beginning of such four-quarter period; (ii) ‎the Issuer or any of its Restricted Subsidiaries may Incur Indebtedness (including Acquired ‎Debt), if immediately following the incurrence of such Indebtedness the ratio of (i) ‎Consolidated Indebtedness, to (ii) Consolidated EBITDA, does not exceed 4.0:1.0; and (iii) no Default or Event of Default shall have occurred and be continuing continuing. (b) Notwithstanding the foregoing, Section 6.10(a) will not prohibit the Incurrence of any of the following (collectively, “Permitted Debt”): (i) the Incurrence by the Issuer and any Guarantor of Indebtedness under Credit Facilities in an aggregate principal amount (with letters of credit being deemed to have a principal amount equal to the maximum potential liability of the Issuer and any Guarantor thereunder) that, at the time of and after giving effect to such Incurrence and all other Incurrences made under this clause (i) since the Issue Date and which remain outstanding, does not exceed $200 million; provided that, the Issuer or as a consequence any Credit Facility Agent may require the entering into, and the Trustee shall upon such requirement enter into, an Intercreditor Agreement in respect thereof; (ii) the Incurrence by the Issuer and any Guarantor of Indebtedness that ranks pari passu with the Notes and the Guarantees secured by Liens on the Collateral, including all Permitted Refinancing Indebtedness Incurred to refund, refinance or replace any Indebtedness Incurred pursuant to this clause (ii), provided that immediately following the Incurrence of such Indebtedness and Liens the ratio of Consolidated Secured Indebtedness to Consolidated EBITDA does not exceed 3.0 to 1.0; (iii) the Incurrence of Attributable Debt, Capital Lease Obligations, Purchase Money Obligations or other Indebtedness, in each case, incurred for the purpose of financing all or any part of the incurrence purchase price or cost of design, construction, installation, development or improvement of property, plant or equipment used in the business of the Issuer or any of its Restricted Subsidiaries, including all Permitted Refinancing Indebtedness that is Incurred to refund, refinance or replace any Indebtedness that is Incurred pursuant to this clause (iii), in an aggregate principal amount at any time outstanding not to exceed the greater of (i) 15.0% of Consolidated Net Tangible Assets at any time outstanding or (ii) $200 million; (iv) the Incurrence of Non-Recourse Debt; (v) the Incurrence of Existing Indebtedness; (vi) the Incurrence by the Issuer and the Guarantors of Indebtedness represented by the Notes and the Guarantees, in each case, issued on the Issue Date and any Guarantee provided subsequent to the Issue Date; (vii) the Incurrence by the Issuer or any Restricted Subsidiary of the Issuer of Permitted Refinancing Indebtedness in exchange for, or the net proceeds of which are used to refund, refinance, replace, defease or discharge Indebtedness (other than intercompany Indebtedness) that was permitted by this Indenture to be Incurred under Section 6.10(a) or clauses (ii), (iii), (iv), (v), (vi), (xii) or (xiii) of Section 6.10(b); (viii) the Incurrence by the Issuer or any of its Restricted Subsidiaries of intercompany Indebtedness owing to and held by the Issuer or any of its Restricted Subsidiaries; provided, however, that: (A) if the Issuer or any Guarantor is the obligor on such Indebtedness, such Indebtedness must be unsecured and expressly subordinated to the prior payment in full in cash of all Obligations with respect to the Notes, in the case of the Issuer, or any Guarantee, in the case of a Guarantor; (B) such Indebtedness owed to the Issuer or any Guarantor must be unsubordinated obligations, unless the obligor under such Indebtedness is the Issuer or a Guarantor; (C) if the Issuer or a Restricted Subsidiary is the obligor on such Indebtedness (1) any subsequent issuance or transfer of Equity Interests that results in any such Indebtedness being held by a Person other than the Issuer or a Restricted Subsidiary thereof and (2) any sale or other transfer of any such IndebtednessIndebtedness to a Person that is not either the Issuer or a Restricted Subsidiary thereof, will be deemed, in each case, to constitute an Incurrence of such Indebtedness by the Company and Issuer or such Restricted Subsidiary, as the case may be, that was not permitted by clause (viii); (ix) the guarantee by the Issuer or any of the Guarantors may incur of Indebtedness of the Issuer or any Restricted Subsidiary of the Issuer that was permitted to be Incurred by another provision of this covenant; (including, Acquired Indebtedness), and x) the Incurrence by the Issuer or any of its Restricted Subsidiaries of Hedging Obligations for the Company that purpose of managing risks in the ordinary course of business and not for speculative purposes; (xi) the Incurrence by the Issuer or any of its Restricted Subsidiaries of Indebtedness in respect of workers’ compensation claims, self-insurance obligations, bankers’ acceptances, performance bonds, completion bonds, bid bonds, appeal bonds and surety bonds or other similar bonds or obligations, and any guarantees or letters of credit functioning as or supporting any of the foregoing, in each case provided by the Issuer or any of its Restricted Subsidiaries in the ordinary course of business; (xii) the Incurrence by the Issuer or any of its Restricted Subsidiaries of Indebtedness constituting reimbursement obligations with respect to letters of credit issued in the ordinary course of business and guarantees of payment; provided that, upon the drawing of such letters of credit or the Incurrence of such Indebtedness, such obligations are reimbursed within one year following such drawing or Incurrence; (xiii) the Incurrence by the Issuer or any of its Restricted Subsidiaries of Permitted Acquisition Indebtedness; (xiv) any indemnification obligation, adjustment of purchase price or similar obligation incurred in connection with the consummation of one or more acquisitions permitted by the terms hereof; (xv) the Incurrence by the Issuer or any of its Restricted Subsidiaries of Indebtedness constituting reimbursement obligations with respect to letters of credit issued in the ordinary course of business; provided that, upon the drawing of such letters of credit or the Incurrence of such Indebtedness, such obligations are reimbursed within one year following such drawing or Incurrence; (xvi) the Incurrence of Indebtedness representing deferred compensation to directors, officers, members of management or employees (in their capacities as such) of the Issuer or any of its Restricted Subsidiaries and Incurred in the ordinary course of business; (xvii) the Incurrence of Indebtedness issued by Issuer or any of its Restricted Subsidiaries to any current or former officer, director or employee (or any of their respective heirs or estates or permitted transferees) of the Issuer or any Restricted Subsidiary to finance the purchase or redemption of Equity Interests; or (xviii) the Incurrence by the Issuer or any of its Restricted Subsidiaries of additional Indebtedness not Guarantors may incur Acquired Indebtedness otherwise permitted under Section 6.10(b)(i) through (xvii) in an aggregate amount not to exceed $20.0 million at any time outstanding, in each case if on the date of the incurrence of such Indebtedness, after giving effect to the incurrence thereof, the Consolidated Fixed Charge Coverage Ratio of the Company would have been greater than 2.0 to 1.0. The maximum amount of including all Permitted Refinancing Indebtedness that the Company and its Restricted Subsidiaries may incur is Incurred to refund, refinance, defease, discharge or replace any Indebtedness that is Incurred pursuant to this covenant shall Section 6.10(b)(xviii), not be deemed to be exceeded, with respect exceed the greater of (A) $100.0 million or (B) the amount equal to any outstanding Indebtedness, solely as a result 0.3 multiplied by the aggregate amount of fluctuations in the exchange rate of currencies. When calculating capacity Consolidated EBITDA for the incurrence of additional Indebtedness by the Company and its Restricted Subsidiaries pursuant to this covenant the exchange rate of currencies shall be measured as most recently completed twelve fiscal months of the Issuer for which the internal financial statements are available immediately preceding the date of on which such calculationIndebtedness is Incurred.

Incurrence of Indebtedness. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee, acquire, become liable, contingently or otherwise, with respect to, or otherwise become responsible for payment of (collectively, “incur”) any Indebtedness (other than Permitted Indebtedness); provided, however, that if no Default or Event of Default shall have occurred and be continuing at the time of or as a consequence of the incurrence of any such Indebtedness, the Company and the Guarantors any of its Restricted Subsidiaries may incur Indebtedness (including, without limitation, Acquired Indebtedness), and Restricted Subsidiaries of the Company that are not Guarantors may incur Acquired Indebtedness in an aggregate amount not to exceed $20.0 million at any time outstanding, in each case if on the date of the incurrence of such Indebtedness, after giving effect to the incurrence thereof, the Company’s Consolidated Fixed Charge Coverage Ratio of for its most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the Company date on which such additional Indebtedness is incurred would have been greater than at least 2.0 to 1.0. The maximum ; provided, further, that the amount of Indebtedness that may be incurred pursuant to the foregoing by Restricted Subsidiaries that are not Guarantors shall not exceed the greater of (x) $100 million and (y) 5.0% of the Company’s Total Assets at any one time outstanding. The Company shall not, and shall not permit any Guarantor to, directly or indirectly, incur any Indebtedness (including Acquired Indebtedness) that is subordinated or junior in right of payment to any Indebtedness of the Company or such Guarantor, as the case may be, unless such Indebtedness is expressly subordinated in right of payment to the Notes or such Guarantor’s Guarantee to the extent and its Restricted Subsidiaries in the same manner as such Indebtedness is subordinated to other Indebtedness of the Company or such Guarantor, as the case may incur pursuant to this covenant be. Unsecured Indebtedness shall not be deemed treated as subordinated or junior to the Secured Debt merely because it is unsecured and Senior Debt shall not be exceeded, treated as subordinated or junior to any other Senior Debt merely because it has a junior priority with respect to any outstanding Indebtedness, solely as a result of fluctuations in the exchange rate of currencies. When calculating capacity for the incurrence of additional Indebtedness by the Company and its Restricted Subsidiaries pursuant to this covenant the exchange rate of currencies shall be measured as of the date of such calculationsame collateral.

Incurrence of Indebtedness. The So long as this Debenture is outstanding, the Company shall not, and the Company shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume, incur or guarantee, acquireassume or suffer to exist any Indebtedness, become liableother than (i) the Indebtedness evidenced by this Debenture and the Other Debentures and (ii) Permitted Indebtedness. As used herein, contingently “Permitted Indebtedness” means (A) an aggregate amount of Indebtedness that is senior or otherwise, with respect to, or otherwise become responsible for pari passu in right of payment of to the Debentures (collectively, “incurPermitted Senior and Pari Passu Indebtedness”) any Indebtedness (other than Permitted Indebtedness); provided, however, that if no Default or Event of Default shall have occurred and be continuing at the time of or as a consequence of the incurrence of any such Indebtedness, the Company and the Guarantors may incur Indebtedness (including, Acquired Indebtedness), and Restricted Subsidiaries of the Company that are not Guarantors may incur Acquired Indebtedness in an aggregate amount not to exceed at any one time $20.0 million 25,000,000 and (B) Permitted Subordinated Indebtedness. “Permitted Subordinated Indebtedness” means Indebtedness that (x) is made expressly subordinate in right of payment to the Indebtedness evidenced by this Debenture and the Other Debentures on terms reasonably satisfactory to the holders of Debentures representing not less than a majority of the aggregate principal amount of the then outstanding Debentures and (y) does not provide at any time outstanding, in each case if on the date of the incurrence of such Indebtedness, after giving effect to the incurrence thereof, the Consolidated Fixed Charge Coverage Ratio of the Company would have been greater than 2.0 to 1.0. The maximum amount of Indebtedness that the Company and its Restricted Subsidiaries may incur pursuant to this covenant shall not be deemed to be exceeded, with respect to any outstanding Indebtedness, solely as a result of fluctuations in the exchange rate of currencies. When calculating capacity for the incurrence payment, prepayment, repayment, repurchase or defeasance, directly or indirectly, of additional Indebtedness by any principal or premium, if any, thereon until at least 91 days after the Company and its Restricted Subsidiaries pursuant to this covenant the exchange rate of currencies shall be measured as of the date of such calculationMaturity Date.

Incurrence of Indebtedness. (a) The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee, acquire, become liable, contingently or otherwise, with respect to, or otherwise become responsible for payment of (collectively, “incur”) Incur any Indebtedness (other than Permitted Indebtedness); provided, however, that the Company or any Guarantor may Incur Indebtedness if no Default the Company’s Consolidated Leverage Ratio on such date would have been less than or Event equal to (a) on or prior to June 30, 2007, 5.5 to 1, and (b) thereafter, 5.0 to 1, determined on a pro forma basis (including a pro forma application of Default shall have occurred and be continuing the net proceeds therefrom), as if the additional Indebtedness had been Incurred at the time of or as a consequence beginning of the incurrence applicable four-quarter period. (b) Paragraph (a) of this Section 4.09 shall not prohibit any such Indebtednessof the following items of Indebtedness (collectively “Permitted Debt”): (1) the Incurrence by the Company or any Guarantor of Indebtedness under Credit Facilities (including, without limitation, the Incurrence by the Company and the Guarantors may incur of Guarantees thereof) in an aggregate amount at any one time outstanding pursuant to this clause (1) not to exceed US$300.0 million, less the aggregate amount of all Net Proceeds of Asset Sales applied by the Company or any Restricted Subsidiary thereof to permanently repay any such Indebtedness pursuant to Section 4.12 hereof; provided, that, the amount of Indebtedness under Credit Facilities permitted to be Incurred pursuant to this clause (1) shall not be less than US$150.0 million; (2) Existing Indebtedness; (3) the Incurrence by the Company and the Guarantors of Indebtedness represented by the Notes and the related Note Guarantees to be issued on the Issue Date; (4) the Incurrence by the Company or any Restricted Subsidiary of the Company of Indebtedness represented by Capital Lease Obligations, mortgage financings or purchase money obligations, in each case, Incurred for the purpose of financing all or any part of the purchase price or cost of construction or improvement of property, plant or equipment used in the business of the Company or such Restricted Subsidiary, in an aggregate amount, including all Permitted Refinancing Indebtedness Incurred to refund, refinance or replace any Indebtedness Incurred pursuant to this clause (4), not to exceed US$20.0 million, at any time outstanding; (5) the Incurrence by the Company or any Restricted Subsidiary of the Company of Permitted Refinancing Indebtedness in exchange for, or the net proceeds of which are used to refund, refinance or replace Indebtedness (including, Acquired other than intercompany Indebtedness) that was permitted by this Indenture to be Incurred under paragraph (a) or clauses (2), and (3), (4), (5), or (14) of paragraph (b) of this Section 4.09; (6) the Incurrence by the Company or any of its Restricted Subsidiaries of intercompany Indebtedness owing to and held by the Company or any of its Restricted Subsidiaries; provided, however, that: (i) if the Company or any Guarantor is the obligor on such Indebtedness, such Indebtedness must be unsecured and expressly subordinated to the prior payment in full in cash of all Obligations with respect to the Notes, in the case of the Company, or the Note Guarantee, in the case of a Guarantor; (ii) Indebtedness owed to the Company or any Guarantor must be evidenced by an unsubordinated promissory note, unless the obligor under such Indebtedness is the Company or a Guarantor; and (iii) (a) any subsequent issuance or transfer of Equity Interests that results in any such Indebtedness being held by a Person other than the Company or a Restricted Subsidiary thereof and (b) any sale or other transfer of any such Indebtedness to a Person that is not either the Company or a Restricted Subsidiary thereof, shall be deemed, in each case, to constitute an Incurrence of such Indebtedness by the Company or such Restricted Subsidiary, as the case may be, that was not permitted by this clause (6); (7) the Guarantee by the Company or any of the Guarantors of Indebtedness of the Company or a Restricted Subsidiary of the Company that was permitted to be Incurred by another provision of this Section 4.09; (8) the Incurrence by the Company or any of its Restricted Subsidiaries of Hedging Obligations that are Incurred for the purpose of fixing, hedging or swapping interest rate, commodity price or foreign currency exchange rate risk (or to reverse or amend any such agreements previously made for such purposes), and not Guarantors may incur Acquired for speculative purposes; (9) the Incurrence by the Company or any of its Restricted Subsidiaries of Indebtedness arising from agreements providing for indemnification, adjustment of purchase price or similar obligations, or Guarantees or letters of credit, surety bonds or performance bonds securing any obligations of the Company or any of its Restricted Subsidiaries pursuant to such agreements, in any case Incurred in connection with the disposition of any business, assets or Restricted Subsidiary (other than Guarantees of Indebtedness Incurred by any Person acquiring all or any portion of such business, assets or Restricted Subsidiary for the purpose of financing such acquisition), so long as the amount does not exceed the gross proceeds actually received by the Company or any Restricted Subsidiary thereof in connection with such disposition; (10) the Incurrence by the Company or any of its Restricted Subsidiaries of Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business, provided, however, that such Indebtedness is extinguished within five Business Days of notice to the Company from such bank or financial institution; (11) the Incurrence by the Company or any of its Restricted Subsidiaries of Indebtedness constituting letters of credit (or reimbursement obligations with respect thereto) issued in the ordinary course of business; provided that, upon the drawing of such letters of credit, such obligations are reimbursed within 30 days following such drawing; (12) the Incurrence by the Company of Indebtedness to the extent that the net proceeds thereof are promptly deposited to defease or to satisfy and discharge the Notes; (13) obligations in respect of performance, bid, appeal or surety bonds and completion guarantees and similar obligations provided by the Company or any of its Restricted Subsidiaries in the ordinary course of business; or (14) the Incurrence by the Company or any Restricted Subsidiary of additional Indebtedness in an aggregate amount not to exceed $20.0 million at any time outstanding, including all Permitted Refinancing Indebtedness Incurred to refund, refinance or replace any Indebtedness Incurred pursuant to this clause (14), not to exceed US$30.0 million. (c) For purposes of determining compliance with this Section 4.09, in each the event that any proposed Indebtedness meets the criteria of more than one of the categories of Permitted Debt described in clauses (b)(1) through (14), or is entitled to be Incurred pursuant to paragraph (a) of this Section 4.09, the Company shall be permitted to classify such item of Indebtedness at the time of its Incurrence in any manner that complies with this Section 4.09. In addition, any Indebtedness, or any portion thereof, originally classified as Incurred pursuant to clauses (b)(1) through (14) above may later be reclassified by the Company such that it shall be deemed as having been Incurred pursuant to another of such clauses or paragraph (a) of this Section 4.09 to the extent that such reclassified Indebtedness could be incurred pursuant to such new clause or paragraph (a) of this Section 4.09 at the time of such reclassification. Notwithstanding the foregoing, Indebtedness under the Credit Agreement outstanding on the Issue Date shall be deemed to have been Incurred on such date in reliance on the exception provided by clause (b)(1) of this Section 4.09. (d) For purposes of determining compliance with any U.S. dollar-denominated restriction on the Incurrence of Indebtedness or Liens securing Indebtedness, the U.S. dollar-equivalent principal amount of Indebtedness denominated in a foreign currency shall be calculated based on the relevant currency exchange rate in effect on the date such Indebtedness was Incurred, or, in the case of revolving credit debt, on the date first committed, provided that if such Indebtedness is Incurred to extend, replace, refund, refinance, renew or defease other Indebtedness denominated in a foreign currency, and such extension, replacement, refunding, refinancing, renewal or defeasance would cause the applicable U.S. dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such extension, replacement, refunding, refinancing, renewal or defeasance, such U.S. dollar-denominated restriction shall be deemed not to have been exceeded so long as the incurrence principal amount of such Indebtednessrefinancing Indebtedness does not exceed the principal amount of such Indebtedness being extended, after giving effect to the incurrence thereofreplaced, refunded, refinanced, renewed or defeased. Notwithstanding any other provision of this Section 4.09, the Consolidated Fixed Charge Coverage Ratio of the Company would have been greater than 2.0 to 1.0. The maximum amount of Indebtedness that the Company and its Restricted Subsidiaries may incur be Incurred pursuant to this covenant Section 4.09 or of Indebtedness that may be secured by Liens under Section 4.11 hereof shall not be deemed to be exceeded, exceeded with respect to any outstanding Indebtedness, Indebtedness due solely as a result to the results of fluctuations in the exchange rate rates of currencies. When calculating capacity for the incurrence . (e) The Company shall not Incur any Indebtedness that is subordinate in right of additional payment to any other Indebtedness by of the Company and its Restricted Subsidiaries pursuant unless it is subordinate in right of payment to this covenant the exchange rate Notes to the same extent. The Company shall not permit any Guarantor to Incur any Indebtedness that is subordinate in right of currencies payment to any other Indebtedness of such Guarantor unless it is subordinate in right of payment to such Guarantor’s Note Guarantee to the same extent. For purposes of the foregoing, no Indebtedness shall be measured as deemed to be subordinated in right of payment to any other Indebtedness of the date Company or any Guarantor, as applicable, solely by reason of any Liens or Guarantees arising or created in respect thereof or by virtue of the fact that the holders of any secured Indebtedness have entered into intercreditor agreements giving one or more of such calculationholders priority over the other holders in the collateral held by them.

Incurrence of Indebtedness. The Company shall Borrower will not, and shall not nor will Borrower permit any of its Restricted Subsidiaries other Subsidiary to, directly or indirectly, create, incur, issue, assume, guaranteebecome liable in respect of, acquire, become liable, contingently permit or otherwise, with respect to, or otherwise become responsible for payment of (collectively, “incur”) suffer to exist any Indebtedness other than: (a) the Obligations; (b) to the extent not covered by Section 8.1(a), Indebtedness owing to Lender in connection with letters of credit issued by Lender after the Closing Date for the account of Borrower or any of its Subsidiaries; (c) Indebtedness resulting from the endorsement of negotiable instruments in the ordinary course of business or arising from the honoring by a bank or other than Permitted Indebtedness); providedfinancial institution of a check, howeverdraft or similar instrument drawn against insufficient funds, provided that if no Default such Indebtedness is extinguished within five (5) Business Days ; (d) Indebtedness under Hedge Contracts to the extent not permitted under Section 8.14; (e) Indebtedness of Borrower or Event of Default shall have occurred and be continuing at any Subsidiary incurred (i) to finance the time of or as a consequence of the incurrence acquisition of any such Indebtednessfixed or capital assets or (ii) in respect of capitalized lease obligations, the Company and the Guarantors may incur Indebtedness (including, Acquired Indebtedness), and Restricted Subsidiaries of the Company that are not Guarantors may incur Acquired Indebtedness in an aggregate amount not to exceed $20.0 million at any time outstandingprovided that, in each case if on case, (A) such Indebtedness is incurred substantially simultaneously with the date acquisition or lease of such property and (B) such Indebtedness does not exceed the purchase price of the incurrence of such property acquired thereby; and (f) other unsecured Indebtedness, after giving effect to ; provided that the incurrence thereof, the Consolidated Fixed Charge Coverage Ratio of the Company would have been greater than 2.0 to 1.0. The maximum aggregate principal amount of Indebtedness that the Company permitted by clause (e) and clause (f) of this Section 8.1 shall not exceed $500,000 (for Borrower and its Restricted Subsidiaries may incur pursuant to this covenant shall not be deemed to be exceeded, with respect to any outstanding Indebtedness, solely as a result of fluctuations in the exchange rate of currencies. When calculating capacity for the incurrence of additional Indebtedness by the Company and its Restricted Subsidiaries pursuant to this covenant the exchange rate of currencies shall be measured as of the date of such calculationaggregate) at any one time outstanding.

Incurrence of Indebtedness. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee, acquire, become liable, contingently or otherwise, with respect to, or otherwise become responsible for payment of (collectively, “"incur”") any Indebtedness (other than Permitted Indebtedness); provided, however, that if no Default or Event of Default shall have occurred and be continuing at the time of or as a consequence of the incurrence of any such Indebtedness, the Company and the Guarantors may incur Indebtedness (including, Acquired Indebtedness), and Restricted Subsidiaries of the Company that are not Guarantors may incur Acquired Indebtedness in an aggregate amount not to exceed $20.0 7.5 million at any time outstanding, in each case if on the date of the incurrence of such Indebtedness, after giving effect to the incurrence thereof, the Consolidated Fixed Charge Coverage Ratio of the Company would have been greater than 2.0 2.25 to 1.0. The maximum amount If at any time an Unrestricted Subsidiary becomes a Restricted Subsidiary, any Indebtedness of Indebtedness that the Company and its Restricted Subsidiaries may incur pursuant to this covenant such Subsidiary shall not be deemed to be exceededincurred by a Restricted Subsidiary as of such date (and, with respect if such Indebtedness is not permitted to any outstanding Indebtednessbe incurred as of such date under this Section 4.09, solely as a result of fluctuations in the exchange rate of currencies. When calculating capacity for the incurrence of additional Indebtedness by the Company and its Restricted Subsidiaries pursuant to this covenant the exchange rate of currencies shall be measured as in Default of the date of such calculationthis Section 4.09.

Incurrence of Indebtedness. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee, acquire, guarantee or otherwise become liable, directly or indirectly liable contingently or otherwise, with respect to, or otherwise become responsible for payment of to (collectively, “"incur”") any Indebtedness (other than Permitted Indebtednessincluding Acquired Debt); provided, however, that if no Default or Event of Default shall have occurred and be continuing at the time of or as a consequence of the incurrence of any such Indebtedness, the Company and the Guarantors may incur Indebtedness (including, Acquired Indebtedness), and Restricted Subsidiaries of the Company that are not Guarantors may incur Acquired Indebtedness in an aggregate amount not to exceed $20.0 million at any time outstanding, in each case if on the date of the incurrence of such Indebtedness, after giving effect to the incurrence thereof, the Consolidated Fixed Charge Coverage Ratio of the Company would have been greater than 2.0 to 1.0. The maximum amount of Indebtedness that the Company and its Restricted Subsidiaries may incur Indebtedness (including Acquired Debt) if the Fixed Charge Coverage Ratio for the Company's most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional Indebtedness is incurred would have been at least 2.0 to 1, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been incurred at the beginning of such four-quarter period. The provisions of the first paragraph of this covenant will not apply to the incurrence of any of the following (collectively, "Permitted Debt"): (i the incurrence by the Company or its Restricted Subsidiaries of Indebtedness under the Revolver under the Credit Agreement in an aggregate amount not to exceed the greater of $35.0 million at any time outstanding and the Borrowing Base as of such date, less the aggregate amount of all Net Proceeds of Asset Sales applied to repay any such Indebtedness pursuant to this covenant shall not be deemed clause (i) of the second paragraph of Section 4.10; (ii the incurrence by the Company of reimbursement or term loan obligations of up to be exceeded, $20.0 million arising with respect to any outstanding Indebtedness, solely the LC Facility under the Credit Agreement to the extent such reimbursement or term loan obligations arise as a result of fluctuations actual cash payments having been made under such facility for the benefit of the Company in connection with the exchange rate of currencies. When calculating capacity for Eau Claire IRBs or the incurrence of additional Indebtedness to cash collateralize the LC Facility if Indebtedness under the Credit Agreement has been accelerated; (iii the incurrence by the Company of Indebtedness represented by the Notes; (iv the incurrence by the Company and its Restricted Subsidiaries of the Existing Indebtedness; (v the incurrence by the Company or any of its Restricted Subsidiaries of Indebtedness represented by Capital Lease Obligations, mortgage financings or purchase money obligations, in each case incurred for the purpose of financing all or any part of the purchase price or cost of construction or improvement of property, plant or equipment used in the business of the Company or such Restricted Subsidiary (or purchase of the outstanding Capital Stock of a Person that owns such property, plant or equipment), in an aggregate principal amount not to exceed at any one time outstanding the greater of $5.0 million or 5% of the Company's net tangible assets (determined in accordance with GAAP applied on a consistent basis) as of the most recent quarterly balance sheet date; (vi the incurrence by the Company or any of its Restricted Subsidiaries of Indebtedness in connection with the acquisition of assets or a new Restricted Subsidiary; provided that such Indebtedness was incurred by the prior owner of such assets or such Restricted Subsidiary prior to such acquisition by the Company or one of its Restricted Subsidiaries and was not incurred in connection with, or in contemplation of, such acquisition by the Company or one of its Restricted Subsidiaries; and provided, further, that the principal amount (or accreted value, as applicable) of such Indebtedness, together with any other outstanding Indebtedness incurred pursuant to this covenant the exchange rate of currencies shall be measured as of the date of such calculation.clause (vi), does not exceed $5.0 million;

Incurrence of Indebtedness. The Company (i) Such Borrower shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee, acquire, or otherwise become liable, contingently directly or otherwise, indirectly liable with respect to, any Indebtedness, unless on the date such Borrower or otherwise become responsible for payment such Subsidiary becomes liable with respect to any such Indebtedness and immediately after giving effect thereto and the concurrent retirement of any other Indebtedness, (collectively, “incur”A) any Indebtedness (other than Permitted Indebtedness); provided, however, that if no Default or Event of Default with respect to such Borrower or, prior to the occurrence of the Guaranty Termination Date with respect to such Borrower, the Guarantor shall have occurred and be continuing continuing, and (B) such Borrower is in compliance with Section 10.5(a)(iii) of the Note Purchase Agreement to which it is a party (or the corresponding provision of any agreement that amends, restates, refinances or otherwise replaces such Note Purchase Agreement) (provided, that this clause (B) shall apply only so long as such Borrower is required to comply with the “Interest Coverage Ratio” (as defined in such Note Purchase Agreement) set forth in such Section 10.5(a)(iii) or any such corresponding provision). (ii) For the purposes of this Section 8.02(e): (A) any Person becoming a Subsidiary after the date hereof shall be deemed, at the time it becomes a Subsidiary, to have incurred all of its then outstanding Indebtedness and pro forma effect shall be given to the earnings of such Person; and (B) upon the creation, incurrence or as a consequence of the incurrence assumption of any such Indebtedness, the Company and the Guarantors may incur any other Indebtedness (including, Acquired Indebtedness), and Restricted Subsidiaries of the Company that are not Guarantors may incur Acquired Indebtedness in an aggregate amount not to exceed $20.0 million at any time outstanding, in each case if on the date of the incurrence of such Indebtedness, after giving effect to the incurrence thereof, the Consolidated Fixed Charge Coverage Ratio of the Company would have been greater than 2.0 to 1.0. The maximum amount of Indebtedness that the Company and its Restricted Subsidiaries may incur pursuant to this covenant shall not be deemed to be exceeded, retired concurrently with respect to any outstanding Indebtedness, solely as a result of fluctuations in such action if (1) such other Indebtedness is retired with the exchange rate of currencies. When calculating capacity for the incurrence of additional Indebtedness by the Company and its Restricted Subsidiaries pursuant to this covenant the exchange rate of currencies shall be measured as of the date proceeds of such calculationIndebtedness and (2) such other Indebtedness is retired within 60 days of such action.

Incurrence of Indebtedness. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee, acquire, become liable, contingently or otherwise, with respect to, or otherwise become responsible for payment of (collectively, “incur”) any Indebtedness (other than Permitted Indebtedness); provided, however, that if no Default or Event of Default shall have occurred and be continuing at the time of or as a consequence of the incurrence of any such Indebtedness, the Company, Polypore, Inc. and any Restricted Subsidiary of the Company and that is a guarantor of the Guarantors Senior Subordinated Notes may incur Indebtedness (including, Acquired Indebtedness), and Restricted Subsidiaries of the Company that are not Guarantors guarantors of the Senior Subordinated Notes may incur Acquired Indebtedness in an aggregate amount not to exceed $20.0 million at any time outstanding, in each case if on the date of the incurrence of such Indebtedness, after giving effect to the incurrence thereof, the Consolidated Fixed Charge Coverage Ratio of the Company would have been greater than 2.0 1.75 to 1.01.00; provided, further, that Holdings will not incur any Indebtedness other than Indebtedness permitted pursuant to clauses (2) and (6) of the definition of “Permitted Indebtedness”. The maximum amount of Indebtedness that the Company and its Restricted Subsidiaries may incur pursuant to this covenant Section 4.09 shall not be deemed to be exceeded, with respect to any outstanding Indebtedness, solely as a result of fluctuations in the exchange rate of currencies. When calculating capacity for the incurrence of additional Indebtedness by the Company and its Restricted Subsidiaries pursuant to this covenant the exchange rate of currencies shall be measured as of the date of such calculation.

Incurrence of Indebtedness. The Company Borrower shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee, acquire, become liable, contingently or otherwise, with respect to, or otherwise become responsible for payment of (collectively, “incur”) any Indebtedness (other than Permitted Indebtedness); provided, however, that if no Default or Event of Default shall have occurred and be continuing at the time of or as a consequence of the incurrence of any such Indebtedness, the Company and the Guarantors may incur Indebtedness (including, Acquired Indebtedness), i) the Borrower and its Restricted Subsidiaries (other than TransDigm and its Restricted Subsidiaries) may, subject to the provisions of the Company that are not Guarantors may following sentence, incur Acquired Indebtedness in an aggregate amount not to exceed $20.0 million at any time outstandingIndebtedness, in each case if on the date of the incurrence of such Indebtedness, after giving effect to the incurrence thereof, the Consolidated Fixed Charge Coverage Ratio of the Company Borrower would have been greater than 2.0 1.75 to 1.0. The maximum amount of Indebtedness 1.0 and (ii) notwithstanding that the Company Borrower and its Restricted Subsidiaries (other than TransDigm and its Restricted Subsidiaries) may not be entitled to incur Indebtedness pursuant to clause (i) above, TransDigm and any of its Restricted Subsidiaries may incur pursuant to this covenant shall not be deemed to be exceeded, with respect to any outstanding Indebtedness, solely as a result Indebtedness in each case if on the date of fluctuations in the exchange rate of currencies. When calculating capacity for the incurrence of additional Indebtedness by such Indebtedness, after giving effect to the Company and its Restricted Subsidiaries pursuant incurrence thereof, the Consolidated Fixed Charge Coverage Ratio of TransDigm would have been at least 2.0 to this covenant the exchange rate of currencies shall be measured as of the date of such calculation1.0.

Incurrence of Indebtedness. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee, acquire, become liable, contingently or otherwise, with respect to, or otherwise become responsible for payment of (collectively, “incur”) any Indebtedness (other than Permitted Indebtedness); provided, however, that if no Default or Event of Default shall have occurred and be continuing at the time of or as a consequence of the incurrence of any such Indebtedness, the Company and the Guarantors any of its Restricted Subsidiaries may incur Indebtedness (including, without limitation, Acquired Indebtedness), and Restricted Subsidiaries of the Company that are not Guarantors may incur Acquired Indebtedness in an aggregate amount not to exceed $20.0 million at any time outstanding, in each case if on the date of the incurrence of such Indebtedness, after giving effect to the incurrence thereof, the Company’s Consolidated Fixed Charge Coverage Ratio of for its most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the Company date on which such additional Indebtedness is incurred would have been greater than at least 2.0 to 1.0. The maximum ; provided, further, that the amount of Indebtedness that may be incurred pursuant to the foregoing by Restricted Subsidiaries that are not Guarantors shall not exceed $50.0 million at any one time outstanding. The Company shall not, and shall not permit any Guarantor to, directly or indirectly, incur any Indebtedness (including Acquired Indebtedness) that is subordinated or junior in right of payment to any Indebtedness of the Company or such Guarantor, as the case may be, unless such Indebtedness is expressly subordinated in right of payment to the Notes or such Guarantor’s Guarantee to the extent and its Restricted Subsidiaries in the same manner as such Indebtedness is subordinated to other Indebtedness of the Company or such Guarantor, as the case may incur pursuant to this covenant be. Unsecured Indebtedness shall not be deemed treated as subordinated or junior to the Secured Debt merely because it is unsecured and Senior Debt shall not be exceeded, treated as subordinated or junior to any other Senior Debt merely because it has a junior priority with respect to any outstanding Indebtedness, solely as a result of fluctuations in the exchange rate of currencies. When calculating capacity for the incurrence of additional Indebtedness by the Company and its Restricted Subsidiaries pursuant to this covenant the exchange rate of currencies shall be measured as of the date of such calculationsame collateral.

Incurrence of Indebtedness. The Company shall not, and shall will not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee, acquire, become liable, contingently suffer to exist or otherwise, be or remain liable with respect toto any Indebtedness, or permit any Subsidiary so to do, whether secured or unsecured, or assume, guarantee, endorse or otherwise become responsible for payment directly or contingently liable in connection with any obligations of any other person or entity other than (collectivelyi) Indebtedness of the Company in favor of the Purchasers arising under this Agreement or any other Loan Document; (ii) Indebtedness of the Company in favor of Comerica arising under the Comerica Loan Agreement, “incur”(iii) Indebtedness set forth on the Company’s consolidated unaudited balance sheets as of March 31, 2008 as disclosed by the Company on Form 10-Q filed with the SEC on May 15, 2008, (iv) Indebtedness as disclosed on Schedule 5.12, (v) unsecured trade debt in the ordinary course of business; (vi) Indebtedness incurred to finance the purchase of equipment and/or inventory in the ordinary course of business not to exceed $250,000 in the aggregate in any fiscal year of the Company; (vii) any Indebtedness unsecured debt that is subordinated in writing to the debt owing by the Company to the Purchasers on terms reasonably acceptable to the Purchasers (other than Permitted Indebtedness); provided, however, that if no Default or Event of Default shall have occurred and be continuing at the time of or identified as a consequence of the incurrence of any being such Indebtedness, by the Company and the Guarantors may incur Indebtedness Purchasers); and (includingviii) refinancing and renewals of any the items set forth above, Acquired Indebtedness), and Restricted Subsidiaries of provided that the principal amount is not increased or the terms modified to impose more burdensome terms upon the Company that are not Guarantors or its Subsidiary, as the case may incur Acquired Indebtedness in an aggregate amount not to exceed $20.0 million at any time outstanding, in each case if on the date be. For purposes of the incurrence of such Indebtedness, after giving effect to the incurrence thereof, the Consolidated Fixed Charge Coverage Ratio of the Company would have been greater than 2.0 to 1.0. The maximum amount of Indebtedness that the Company and its Restricted Subsidiaries may incur pursuant to this covenant shall not be deemed to be exceeded, with respect to any outstanding Indebtedness, solely as a result of fluctuations in the exchange rate of currencies. When calculating capacity for the incurrence of additional Indebtedness by the Company and its Restricted Subsidiaries pursuant to this covenant the exchange rate of currencies shall be measured as of the date of such calculation.Section 5.12 and