DOES NOT RANK AT THE TIME OF SUCH REPLACEMENT, RENEWAL, REFINANCING OR
EXTENSION SENIOR TO THE INDEBTEDNESS BEING REPLACED, RENEWED, REFINANCED OR
EXTENDED.
6.14.3
INDEBTEDNESS ARISING UNDER RATE MANAGEMENT TRANSACTIONS.
6.14.4
AMOUNTS OWING UNDER RECEIVABLES PURCHASE FACILITIES WHICH IN THE
AGGREGATE AT ANY TIME DO NOT EXCEED $350,000,000.
56
6.14.5
SECURED OR UNSECURED PURCHASE MONEY INDEBTEDNESS (INCLUDING CAPITALIZED
LEASES) INCURRED BY THE PARENT, THE BORROWER OR ANY SUBSIDIARY AFTER THE
RESTATEMENT EFFECTIVE DATE TO FINANCE THE ACQUISITION OF ASSETS USED IN ITS
BUSINESS, IF (I) SUCH INDEBTEDNESS DOES NOT EXCEED THE LOWER OF THE FAIR MARKET
VALUE OR THE COST OF THE APPLICABLE FIXED ASSETS (AND RELATED SERVICES PURCHASED
AND ANCILLARY EXPENSES INCURRED IN CONNECTION THEREWITH) ON THE DATE ACQUIRED,
(II) SUCH INDEBTEDNESS DOES NOT EXCEED $25,000,000 IN THE AGGREGATE OUTSTANDING
AT ANY TIME, AND (III) ANY LIEN SECURING SUCH INDEBTEDNESS IS PERMITTED UNDER
SECTION 6.15 (SUCH INDEBTEDNESS BEING REFERRED TO HEREIN AS "PERMITTED PURCHASE
MONEY INDEBTEDNESS").
6.14.6
INDEBTEDNESS ARISING FROM INTERCOMPANY LOANS AND ADVANCES MADE BY (I)
THE PARENT OR ANY SUBSIDIARY TO ANY CREDIT PARTY, (II) ANY SUBSIDIARY THAT IS
NOT A GUARANTOR TO ANY OTHER SUBSIDIARY THAT IS NOT A GUARANTOR, (III) SUBJECT
TO SECTION 6.24, ANY CREDIT PARTY TO ANY FOREIGN SUBSIDIARY; PROVIDED THAT ALL
SUCH INDEBTEDNESS SHALL BE EXPRESSLY SUBORDINATED TO THE SECURED OBLIGATIONS.
6.14.7
INDEBTEDNESS INCURRED OR ASSUMED BY THE PARENT, THE BORROWER OR ANY
SUBSIDIARY IN CONNECTION WITH A PERMITTED ACQUISITION BUT NOT CREATED IN
CONTEMPLATION OF SUCH EVENT.
6.14.8
INDEBTEDNESS CONSTITUTING CONTINGENT OBLIGATIONS OTHERWISE PERMITTED BY
SECTION 6.19.
6.14.9
INDEBTEDNESS UNDER (I) PERFORMANCE BONDS AND SURETY BONDS AND (II) BANK
OVERDRAFTS OUTSTANDING FOR NOT MORE THAN TWO (2) BUSINESS DAYS, IN EACH CASE
INCURRED IN THE ORDINARY COURSE OF BUSINESS.
6.14.10
TO THE EXTENT THE SAME CONSTITUTES INDEBTEDNESS, OBLIGATIONS IN RESPECT
OF EARN-OUT ARRANGEMENTS PERMITTED PURSUANT TO A PERMITTED ACQUISITION.
6.14.11
SUBORDINATED INDEBTEDNESS (INCLUDING (A) SENIOR SUBORDINATED DEBENTURES
OR NOTES (WHICH MAY BE GUARANTEED BY THE PARENT AND THE BORROWER'S SUBSIDIARIES)
ISSUED TO FINANCE THE PURCHASE PRICE OF ANY PERMITTED ACQUISITION AND (B)
INDEBTEDNESS OF THE BORROWER AND ITS SUBSIDIARIES OWING TO THE SELLER IN ANY
PERMITTED ACQUISITION), SO LONG AS (I) NO DEFAULT OR UNMATURED DEFAULT SHALL BE
CONTINUING AS OF THE DATE OF ISSUANCE THEREOF AND THE BORROWER SHALL HAVE
DELIVERED TO THE AGENT A PRO FORMA CONSOLIDATED BALANCE SHEET, INCOME STATEMENT
AND CASH FLOW STATEMENT OF THE PARENT AND THE SUBSIDIARIES (THE "DEBT INCURRENCE
PRO FORMA"), BASED ON THE PARENT'S MOST RECENT FINANCIAL STATEMENTS DELIVERED
PURSUANT TO SECTION 6.1 AND TAKING INTO ACCOUNT THE ISSUANCE OF SUCH
INDEBTEDNESS (AND THE USE OF THE PROCEEDS THEREOF), AND SUCH DEBT INCURRENCE PRO
FORMA SHALL REFLECT THAT, ON A PRO FORMA BASIS, THE PARENT WOULD HAVE BEEN IN
COMPLIANCE WITH THE FINANCIAL COVENANTS SET FORTH IN SECTIONS 6.20 AND 6.21 FOR
THE FOUR FISCAL QUARTER PERIOD REFLECTED IN THE COMPLIANCE CERTIFICATE MOST
RECENTLY DELIVERED TO THE AGENT PURSUANT TO SECTION 6.1.3 PRIOR TO THE ISSUANCE
AND USE OF THE PROCEEDS OF