Limitations on Certain Acquisitions. Acquire by purchase or otherwise all the business or assets of, or stock or other evidences of beneficial ownership of, any Person, except that the Parent Borrower and its Subsidiaries shall be allowed to make any such acquisitions so long as: (a) such acquisition is expressly permitted by subsection 8.5, or (b) the aggregate consideration paid by the Parent Borrower and its Subsidiaries for such acquisition (including cash and indebtedness incurred or assumed in connection with such acquisition) consists solely of any combination of: (i) Capital Stock of Investors or Holding; (ii) cash in an amount equal to the Net Cash Proceeds of the sale or issuance of Capital Stock of Investors or Holding which amount is contributed to the Parent Borrower within 90 days prior to the date of the relevant acquisition; (iii) cash and other property (excluding cash and other property covered under clauses (i), (ii) and (iv) of this subsection 8.10(b)) and Indebtedness (whether incurred or assumed) in an aggregate amount which, when aggregated with all other amounts of cash and such other property paid for acquisitions, and Indebtedness incurred or assumed, in each case in reliance on this clause (iii), does not exceed $50,000,000; provided that such amount shall be increased by an amount equal to $5,000,000 on each anniversary of the Closing Date, so long as no Default or Event of Default shall have occurred and be continuing on any date on which such amount is to be increased; and/or (iv) additional cash and other property (excluding cash and other property covered under clauses (i), (ii) and (iii) of this subsection 8.10(b)) and Indebtedness (whether incurred or assumed) in an aggregate amount which, when aggregated with all other amounts of cash and such other property paid for acquisitions, and Indebtedness incurred or assumed, in each case in reliance on this clause (iv), does not exceed $75,000,000, provided that such acquisition is made at a time when the Consolidated Leverage Ratio, calculated on a pro forma basis after giving effect to such acquisition (such calculation to be made in a manner reasonably satisfactory to the Administrative Agent and to be evidenced by a certificate in form and substance reasonably satisfactory to the Administrative Agent signed by a Responsible Officer of the Parent Borrower and delivered to the Administrative Agent (which shall promptly deliver copies to each Lender) at least three Business Days prior to the consummation of such a...

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Limitations on Certain Acquisitions. Acquire by purchase or otherwise all the business or assets of, or stock or other evidences of beneficial ownership of, any Person (other than, to the extent otherwise restricted by this subsection 8.9, the Partnership Transaction), except that the Borrower and its Subsidiaries shall be allowed to make any such acquisitions so long as, on the date of consummation thereof, immediately before, and after giving effect to, such acquisition, (a) no Event of Default shall have occurred and be continuing; provided that if such acquisition is a Limited Conditionality Acquisition financed with proceeds of a substantially concurrent incurrence of Indebtedness under a GPI Incremental Facility, the satisfaction of the condition set forth in this clause (a) shall (to the extent requested by the Borrower and agreed by the Administrative Agent and the lenders under such GPI Incremental Facility) be determined on the date of the execution of the definitive purchase agreement, merger agreement or other acquisition agreement governing such Limited Conditionality Acquisition (so long as no Event of Default under any of subsection 9(a) or (f) shall have occurred and be continuing at the time of the consummation of such Limited Conditionality Acquisition or would result therefrom) and (b) if the aggregate cash consideration paid by the Borrower and its Subsidiaries for such acquisition exceeds $100,000,000, the Borrower shall be in Pro Forma Compliance; provided that if such acquisition is a Limited Conditionality Acquisition financed with proceeds of a substantially concurrent incurrence of Indebtedness under a GPI Incremental Facility, the satisfaction of the condition set forth in this clause (b) shall (to the extent requested by the Borrower and agreed by the Administrative Agent and the lenders under such GPI Incremental Facility) be determined on the date of the execution of the definitive purchase agreement, merger agreement or other acquisition agreement governing such Limited Conditionality Acquisition.

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Limitations on Certain Acquisitions. Acquire by purchase or otherwise all the business or assets of, or stock or other evidences of beneficial ownership of, any Person.

Limitations on Certain Acquisitions. Acquire by purchase or otherwise all the business or assets of, or all of the stock or other evidences of beneficial ownership of, any Person, except that, so long as no Default or Event of Default shall have occurred and be continuing or would occur immediately after giving effect thereto, the Borrower and its Subsidiaries shall be allowed to make any such acquisitions so long as each such acquisition involves the stock of a Person engaged substantially in, or a business or assets constituting a business engaged substantially in, one or more of the same or similar lines of business of the Borrower and the aggregate consideration paid (including any Indebtedness assumed) by the Borrower and its Subsidiaries in connection with all such acquisitions since the Closing Date shall not exceed $5,000,000 in the aggregate; provided, however, that the Borrower and its Subsidiaries may pay consideration in excess of $5,000,000 in the aggregate in connection with acquisitions since the Closing Date so long as (i) any amount in excess of $5,000,000 is financed by means of loans or equity contributions made in cash to RBX Group (and then contributed as equity to the Borrower) by AIP, any AIP Permitted Affiliate or any officer, director or employee of RBX Group or of its Subsidiaries and (ii) the Borrower, at the time of such equity contribution to the Borrower, notifies the Agent in writing that such equity contribution will be used for such purpose.

Limitations on Certain Acquisitions. Subsection 8.10 of the Credit Agreement is hereby amended by (i) deleting the word "or" at the end of paragraph (c) thereof, (ii) inserting the word "or" at the end of paragraph (d) thereof and (iii) inserting the following new paragraph (e) immediately after paragraph (d) thereof:

Limitations on Certain Acquisitions. Acquire by purchase or otherwise all the business or assets of, or stock or other evidences of beneficial ownership of, any Person, except that the Parent Borrower and its Subsidiaries shall be allowed to make any such acquisitions so long as: (a) such acquisition is expressly permitted by subsection 8.5; (b) the aggregate consideration (including cash and any Indebtedness assumed in connection with such acquisitions) for all such acquisitions made pursuant to this clause (b) since the Effective Date does not exceed $35,000,000; (i) such acquisition is made at a time when the Senior Debt Ratio, calculated on a pro forma basis after giving effect to such acquisition (such calculation to be made in a manner reasonably satisfactory to the Administrative Agent and to be evidenced by a certificate in form and substance reasonably satisfactory to the Administrative Agent signed by a Responsible Officer of the Parent Borrower and delivered to the Administrative Agent (which shall promptly deliver copies to each Lender) at least three Business Days prior to the consummation of such acquisition), is less than 2.50 to 1.00 and the Leverage Ratio (calculated on a pro forma basis in the manner set forth above with respect to the Senior Debt Ratio) is less than 4.00 to 1.00 and (ii) the aggregate consideration (including cash and any Indebtedness assumed in connection with such acquisitions) for all such acquisitions pursuant to this clause (c) since the Effective Date does not exceed $75,000,000; or (d) the aggregate consideration for such acquisition consists exclusively of Capital Stock thereof and no Indebtedness is assumed by the Parent Borrower and or any of its Subsidiaries in connection with any such acquisition pursuant to this clause (d); provided in each case that, (x) the target of such acquisition has positive EBITDA, calculated on a pro forma basis after giving effect to such acquisition (such calculation to be made in a manner reasonably satisfactory to the Administrative Agent and to be evidenced by a certificate in form and substance reasonably satisfactory to the Administrative Agent signed by a Responsible Officer of the Parent Borrower and delivered to the Administrative Agent (which shall promptly deliver copies to each Lender) at least three Business Days prior to the consummation of such acquisition) and (y) after giving effect thereto, no Default or Event of Default shall occur as a result of such acquisition.

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