AT ANY TIME OUTSTANDING; AND
(D)
PERMITTED ACQUISITIONS.
5.5
LIMITATION ON INDEBTEDNESS.
THE BORROWER
SHALL NOT, AND SHALL NOT SUFFER OR PERMIT ANY OF ITS SUBSIDIARIES TO, CREATE,
INCUR, ASSUME, SUFFER TO EXIST, OR OTHERWISE BECOME OR REMAIN DIRECTLY OR
INDIRECTLY LIABLE WITH RESPECT TO, ANY INDEBTEDNESS, EXCEPT, IN EACH INSTANCE,
PROVIDED THE SAME IS PERMITTED, AND SOLELY TO THE EXTENT PERMITTED, UNDER THE
HIGH YIELD UNSECURED DOCUMENTS:
(A)
INDEBTEDNESS INCURRED PURSUANT TO THIS
AGREEMENT;
(B)
INDEBTEDNESS CONSISTING OF CONTINGENT
OBLIGATIONS DESCRIBED IN CLAUSE (I) OF THE DEFINITION THEREOF AND PERMITTED
PURSUANT TO SECTION 5.9;
(C)
INDEBTEDNESS OF THE BORROWER'S SUBSIDIARIES
EXISTING ON THE RESTATEMENT EFFECTIVE DATE AND SET FORTH IN SCHEDULE 5.5
INCLUDING EXTENSIONS AND REFINANCINGS THEREOF WHICH DO NOT INCREASE THE
PRINCIPAL AMOUNT OF SUCH INDEBTEDNESS AS OF THE DATE OF SUCH EXTENSION OR
REFINANCING;
(D)
INDEBTEDNESS OF THE BORROWER'S SUBSIDIARIES
NOT TO EXCEED $10,000,000 IN THE AGGREGATE AT ANY TIME OUTSTANDING, CONSISTING
OF CAPITAL LEASE OBLIGATIONS OR SECURED BY LIENS PERMITTED BY SUBSECTION 5.1(H);
(E)
HIGH YIELD UNSECURED INDEBTEDNESS NOT TO
EXCEED $120,000,000 IN THE AGGREGATE PRINCIPAL AMOUNT AT ANY TIME OUTSTANDING
(REDUCED FROM TIME TO TIME BY PRINCIPAL PAYMENTS MADE THEREON, THE MAKING OF
WHICH REMAIN SUBJECT TO THE PROVISIONS OF THIS AGREEMENT) EVIDENCED BY THE HIGH
YIELD UNSECURED NOTES AND CONTINGENT OBLIGATIONS OF THE BORROWER'S SUBSIDIARIES
RESULTING FROM UNSECURED GUARANTEES THEREOF;
(F)
UNSECURED INTERCOMPANY INDEBTEDNESS
PERMITTED PURSUANT TO SUBSECTION 5.4(B);
(G)
OTHER UNSECURED INDEBTEDNESS OF THE
BORROWER'S SUBSIDIARIES NOT EXCEEDING IN THE AGGREGATE AT ANY TIME OUTSTANDING
$800,000, REDUCED BY THE AGGREGATE AMOUNT OF CONTINGENT OBLIGATIONS OUTSTANDING
THAT ARE PERMITTED PURSUANT TO SECTION 5.9(I);
(H)
UNSECURED CONTINGENT INDEBTEDNESS OF GRAND
VALLEY ACQUISITION SUB CONSTITUTING THE GRAND VALLEY EARN-OUT OBLIGATION
INCURRED IN CONNECTION WITH THE GRAND VALLEY ASSET ACQUISITION IN AN AGGREGATE
MAXIMUM POTENTIAL AMOUNT NOT TO EXCEED $1,000,000; AND
(i)
unsecured contingent Indebtedness of
Woodcraft constituting the Dimension Earn-Out Obligation incurred in connection
with the Dimension Acquisition in an aggregate maximum potential amount not to
exceed $7,000,000 plus accrued interest on the Dimension
39
Earn-Out Obligation at the rate specified in the Dimension Purchase Agreement as
in effect on the Second Amendment Closing Date.
5.6
TRANSACTIONS WITH AFFILIATES.
THE BORROWER
SHALL NOT, AND SHALL NOT SUFFER OR PERMIT ANY OF ITS SUBSIDIARIES TO, ENTER INTO
ANY TRANSACTION WITH ANY AFFILIATE OF THE BORROWER OR OF ANY SUCH SUBSIDIARY,
EXCEPT:
(A)
AS EXPRESSLY PERMITTED BY THIS AGREEMENT;
OR
(B)
IN THE ORDINARY COURSE OF BUSINESS AND
PURSUANT TO THE REASONABLE REQUIREMENTS OF THE BUSINESS OF THE BORROWER OR SUCH
SUBSIDIARY; PROVIDED, THAT IN THE CASE OF THIS CLAUSE (B), UPON FAIR AND
REASONABLE TERMS NO LESS FAVORABLE TO THE BORROWER OR SUCH SUBSIDIARY THAN WOULD
BE OBTAINED IN A COMPARABLE ARM'S-LENGTH TRANSACTION WITH A PERSON NOT AN
AFFILIATE OF THE BORROWER OR SUCH SUBSIDIARY AND WHICH ARE DISCLOSED IN WRITING
TO THE AGENT.
5.7
MANAGEMENT FEES AND COMPENSATION.
THE
BORROWER SHALL NOT, AND SHALL NOT PERMIT ANY OF ITS SUBSIDIARIES TO, PAY ANY
MANAGEMENT, CONSULTING