PURSUANT TO PARAGRAPHS (H) AND (I) ABOVE
AND PURSUANT TO THIS PARAGRAPH (L) (AND ANY EXTENSIONS, RENEWALS AND
REFINANCINGS OF SUCH INDEBTEDNESS) SHALL NOT, SUBJECT TO THE SECOND PROVISO OF
PARAGRAPH (I) ABOVE, AT ANY TIME EXCEED THE PERMITTED LIEN BASKET; AND
(M)
ANY LIEN ON EXCESS
MARGIN STOCK.
Notwithstanding anything contained in this Agreement to the contrary, the
Borrower shall not create, incur or assume, or permit any of its Subsidiaries to
create, incur or assume, any Priority Debt (other than Priority Debt resulting
from the securing of existing Indebtedness with Excess Margin Stock), if after
giving effect to such creation, incurrence or assumption the aggregate
outstanding amount of Priority Debt at the time of such creation, incurrence or
assumption would exceed 15% of the total consolidated assets of the Borrower and
its Subsidiaries at the most recent fiscal quarter end of the Borrower for which
financial statements have been delivered under Section 6.09(a) or (b) (or prior
to the first delivery of such financial statements, at the respective dates of
the most recent financial statements for the Borrower referred to in
Section 4.05(a)).
SECTION 7.02.
LIMITATION ON
INDEBTEDNESS.
THE BORROWER SHALL NOT CREATE, INCUR, ASSUME OR SUFFER TO EXIST,
OR PERMIT ANY OF ITS SUBSIDIARIES TO CREATE, INCUR, ASSUME OR SUFFER TO EXIST,
ANY INDEBTEDNESS EXCEPT (SUBJECT TO THE FINAL SENTENCE OF THIS SECTION 7.02):
(A)
THE LOANS, LETTERS OF
CREDIT AND ANY OTHER INDEBTEDNESS UNDER THIS AGREEMENT OR ANY OTHER LOAN
DOCUMENT AND ALL LOANS, LETTERS OF CREDIT AND OTHER INDEBTEDNESS UNDER THE
EXISTING FIVE-YEAR CREDIT AGREEMENT AND ALL "LOAN DOCUMENTS" AS DEFINED THEREIN;
(B)
INDEBTEDNESS EXISTING
ON THE EFFECTIVE DATE AND SET FORTH IN SCHEDULE 7.02, AND ANY EXTENSION,
RENEWAL, REFUNDING AND REFINANCING THEREOF, PROVIDED THAT AFTER GIVING EFFECT TO
SUCH EXTENSION, RENEWAL, REFUNDING OR REFINANCING, (A) THE PRINCIPAL AMOUNT
THEREOF IS NOT INCREASED, (B) NEITHER THE TENOR NOR THE REMAINING AVERAGE LIFE
THEREOF IS REDUCED AND (C) THE INTEREST RATE THEREON IS NOT INCREASED; PROVIDED,
HOWEVER, THAT THE INDUSTRIAL REVENUE BONDS IDENTIFIED BY AN ASTERISK IN SCHEDULE
7.02 MAY BE REFINANCED AT AN INTEREST RATE HIGHER THAN THE RATE IN EFFECT
IMMEDIATELY PRIOR TO SUCH REFINANCING;
105
(C)
INDEBTEDNESS OF THE
BORROWER TO ANY OF ITS SUBSIDIARIES, OF ANY WHOLLY-OWNED SUBSIDIARY OF THE
BORROWER TO THE BORROWER OR OF ANY WHOLLY-OWNED SUBSIDIARY OF THE BORROWER TO
ANOTHER SUBSIDIARY OF THE BORROWER;
(D)
SURETY BONDS AND
APPEAL BONDS REQUIRED IN THE ORDINARY COURSE OF BUSINESS OR IN CONNECTION WITH
THE ENFORCEMENT OF RIGHTS OR CLAIMS OF THE BORROWER OR ITS SUBSIDIARIES OR IN
CONNECTION WITH JUDGMENTS THAT DO NOT RESULT IN A DEFAULT OR AN EVENT OF
DEFAULT;
(E)
TRADE DEBT (INCLUDING
INDEBTEDNESS FOR THE PURCHASE OF FARM PRODUCTS FROM CONTRACT GROWERS AND OTHER
SIMILAR SUPPLIERS BUT EXCLUDING INDEBTEDNESS FOR BORROWED MONEY) INCURRED BY THE
BORROWER OR ANY OF ITS SUBSIDIARIES IN THE ORDINARY COURSE OF BUSINESS IN A
MANNER AND TO AN EXTENT CONSISTENT WITH THEIR PAST PRACTICES AND NECESSARY OR
DESIRABLE FOR THE