Business Description

adverse economic and industry conditions; • make it more difficult for us to satisfy our other financial obligations; • restrict us from making strategic acquisitions or cause us to make non-strategic divestitures; • require us to dedicate a substantial portion of our cash flow from operations to payments on our debt (including scheduled 20 repayments on our outstanding term loan borrowings under the Credit Facility), thereby reducing the availability of our cash flow to fund working capital, capital expenditures and other general corporate purposes; • expose us to interest rate fluctuations because the interest on the Credit Facility is imposed at variable rates; • make it more difficult for us to satisfy our obligations to our lenders, resulting in possible defaults on and acceleration of such debt; • limit our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate; • place us at a competitive disadvantage compared to our competitors that have less debt; • limit our ability to borrow additional funds; and • limit our ability to pay dividends, redeem stock or make other distributions. In addition, the terms of our financing arrangements contain restrictive covenants that limit our ability to engage in activities that may be in our long-term best interests. Our failure to comply with those covenants could result in an event of default which, if not cured or waived, could result in the acceleration of all of our debts, including the Credit Facility and the Senior Notes (as defined below). Servicing our debt requires a significant amount of cash. Our ability to generate sufficient cash to service our debt depends on many factors beyond our control. Our ability to make payments on and to refinance our debt, to fund planned capital expenditures and to maintain sufficient working capital will depend on our ability to generate cash in the future. This, to a certain extent, is subject to general economic, financial, competitive, legislative, regulatory and other factors that are beyond our control. We cannot assure you that our business will generate sufficient cash flow from operations or that future borrowings will be available to us under the Credit Facility or from other sources in an amount sufficient to enable us to service our debt or to fund our other liquidity needs. If our cash flow and capital resources are insufficient to allow us to make scheduled payments on our debt, we may need to reduce or delay capital expenditures, sell assets, seek additional capital or restructure or refinance all or a portion of our debt on or before the maturity thereof, any of which could have a material adverse effect on our business, financial condition or results of operations. We cannot assure you that we will be able to refinance any of our debt on commercially reasonable terms or at all, or that the terms of that debt will allow any of the above alternative measures or that these measures would satisfy our scheduled debt service obligations. If we are unable to generate sufficient cash flow to repay or refinance our debt on favorable terms, it could significantly adversely affect our financial condition and the value of our outstanding debt. Our ability to restructure or refinance our debt will depend on the condition of the capital markets and our financial condition. Any refinancing of our debt could be at higher interest rates and may require us to comply with more onerous covenants, which could further restrict our business operations. We are subject to a number of restrictive covenants, which may restrict our business and financing activities. Our financing arrangements impose, and the terms of any future debt may impose, operating and other restrictions on us. Such restrictions affect, and in many respects limit or prohibit, among other things, our and our subsidiaries’ ability to: • incur or guarantee additional debt and issue certain preferred stock; • pay dividends on our common stock or redeem, repurchase or retire our equity interests or subordinated debt; • transfer or sell our assets; • make certain payments or investments; • make capital expenditures; • create certain liens on assets; • create restrictions on the ability of our subsidiaries to pay dividends or make other payments to us; • engage in certain transactions with our affiliates; and • merge or consolidate with other companies.…