incur,
assume or suffer to exist any Indebtedness, except:
(A)
INDEBTEDNESS OF ANY LOAN PARTY PURSUANT TO
ANY LOAN DOCUMENT;
(B)
INDEBTEDNESS OF THE BORROWER TO ANY
SUBSIDIARY AND OF ANY WHOLLY OWNED GUARANTOR TO THE BORROWER OR ANY OTHER
SUBSIDIARY PROVIDED THAT SUCH INDEBTEDNESS IS EVIDENCED BY, AND SUBJECT TO THE
TERMS AND CONDITIONS OF, A SUBORDINATED INTERCOMPANY NOTE SUBSTANTIALLY IN THE
FORM OF EXHIBIT I (THE "SUBORDINATED INTERCOMPANY NOTE"), AND SUBJECT TO THE
FIRST PRIORITY SECURITY INTEREST OF THE COLLATERAL AGENT;
(C)
INDEBTEDNESS (INCLUDING, WITHOUT
LIMITATION, CAPITAL LEASE OBLIGATIONS) SECURED BY LIENS PERMITTED BY
SECTION 7.3(G) IN AN AGGREGATE PRINCIPAL AMOUNT, TOGETHER WITH ANY INDEBTEDNESS
PERMITTED BY SECTION 7.2(G) AND OBLIGATIONS UNDER OPERATING LEASES INCURRED WITH
RESPECT TO SALE LEASEBACKS PERMITTED BY SECTION 7.11, NOT TO EXCEED $60,000,000
AT ANY ONE TIME OUTSTANDING; PROVIDED THAT AFTER THE FINANCIAL REPORTING
COMPLIANCE DATE SUCH AMOUNT WILL BE INCREASED BY $40,000,000 IF, AT THE TIME OF
INCURRENCE OF SUCH ADDITIONAL INDEBTEDNESS AND AFTER GIVING EFFECT THERETO, THE
CONSOLIDATED LEVERAGE RATIO DOES NOT EXCEED 2.5 TO 1.0.
(D)
INDEBTEDNESS (OTHER THAN THE INDEBTEDNESS
REFERRED TO IN SECTION 7.2(F)) THAT IS (I) OUTSTANDING ON THE DATE HEREOF AND
LISTED ON PART (I) OF SCHEDULE 7.2(D) AND ANY REFINANCINGS, REFUNDINGS, RENEWALS
OR EXTENSIONS THEREOF (WITHOUT ANY SHORTENING OF THE MATURITY OF ANY PRINCIPAL
AMOUNT THEREOF) OR ANY INCREASE IN THE PRINCIPAL AMOUNT THEREOF, EXCEPT TO THE
EXTENT OF ANY PREPAYMENT, MAKE-WHOLE OR TENDER PREMIUM APPLICABLE TO THE
INDEBTEDNESS BEING REFINANCED OR (II) CONSISTS OF CONTINGENT REIMBURSEMENT
OBLIGATIONS IN RESPECT OF LETTERS OF CREDIT OUTSTANDING ON THE DATE HEREOF AND
LISTED ON PART (II) OF SCHEDULE 7.2(D), BUT ONLY IF, FOR SO LONG AS, AND TO THE
EXTENT THAT (A) SUCH REIMBURSEMENT OBLIGATIONS AND ANY GUARANTEES THEREOF BY ANY
GUARANTORS ARE NOT SECURED BY ANY LIEN AND (B) THE ISSUER OF SUCH LETTERS OF
CREDIT HAS THE RIGHT TO DRAW PAYMENT OF SUCH REIMBURSEMENT OBLIGATIONS (AND
GUARANTEES THEREOF) UNDER "BACK-TO-BACK" LETTERS OF CREDIT ISSUED TO IT UNDER
THE FUNDED LETTER OF CREDIT FACILITY;
(E)
GUARANTEE OBLIGATIONS MADE IN THE ORDINARY
COURSE OF BUSINESS BY THE BORROWER OR ANY OF ITS SUBSIDIARIES OF OBLIGATIONS OF
(I) THE BORROWER OR ANY GUARANTOR PERMITTED TO BE INCURRED HEREUNDER AND
(II) ANY FOREIGN SUBSIDIARY, BUT SOLELY TO THE EXTENT AND IN AN
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AGGREGATE AMOUNT NOT TO EXCEED, TOGETHER WITH ANY INDEBTEDNESS PERMITTED BY THE
PROVISO IN SECTION 7.2(K), ANY INVESTMENTS PERMITTED BY SECTION 7.8(H) AND THE
BOOK VALUE OF ASSETS OF ANY LOAN PARTY LOCATED OUTSIDE OF THE UNITED STATES,
$25,000,000 PER FISCAL YEAR OR $100,000,000 IN THE AGGREGATE FOR THE TERM
HEREOF;
(F)
INDEBTEDNESS OF THE BORROWER:
(I)
IN RESPECT OF THE EXISTING NOTES IN AN
AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED $425,000,000 AND GUARANTEE OBLIGATIONS
OF ANY GUARANTOR IN RESPECT OF SUCH INDEBTEDNESS AND, IF (A) NO DEFAULT OR EVENT
OF DEFAULT SHALL EXIST AND BE CONTINUING AND (B) THE TERM LOAN COMMITMENTS HAVE
EXPIRED OR BEEN TERMINATED (OR ARE TERMINATED SIMULTANEOUSLY WITH THE INCURRENCE