SUBORDINATED NOTES, THE EXCHANGE NOTES AND ANY PERMITTED
REFINANCING THEREOF;
(III)
INDEBTEDNESS OF HOLDINGS TO THE COMPANY AND ITS SUBSIDIARIES TO
THE EXTENT OTHERWISE PERMITTED UNDER THIS AGREEMENT PROVIDED THAT ANY
INDEBTEDNESS OF HOLDINGS OWING TO A SUBSIDIARY THAT IS NOT A BORROWER OR A
SUBSIDIARY GUARANTOR IS MADE PURSUANT TO AN INTERCOMPANY NOTE IN THE FORM
ATTACHED HERETO AS EXHIBIT H, IS UNSECURED AND IS SUBORDINATED IN RIGHT OF
PAYMENT (WHETHER AT STATED MATURITY, ACCELERATION OR OTHERWISE) TO THE PAYMENT
AND PERFORMANCE OF THE BORROWERS' OBLIGATIONS UNDER THE TERM LOAN DOCUMENTS
PURSUANT TO SUBORDINATION PROVISIONS IN THE FORM OF EXHIBIT I HERETO;
(IV)
INDEBTEDNESS OF HOLDINGS CONSISTING OF GUARANTEE OBLIGATIONS OF
INDEBTEDNESS PERMITTED UNDER CLAUSES (A)(I), (A)(V) (A)(VII), (A)(VIII) AND
(A)(XIII) OF THIS DEFINITION OF "PERMITTED INDEBTEDNESS";
26
(V)
INDEBTEDNESS ARISING FROM THE HONORING BY A BANK OR OTHER
FINANCIAL INSTITUTION OF A CHECK, DRAFT OR SIMILAR INSTRUMENT DRAWN AGAINST
INSUFFICIENT FUNDS IN THE ORDINARY COURSE OF BUSINESS; PROVIDED THAT (A) SUCH
INDEBTEDNESS (OTHER THAN CREDIT OR PURCHASE CARDS) IS EXTINGUISHED WITHIN THREE
BUSINESS DAYS OF ITS INCURRENCE AND (B) SUCH INDEBTEDNESS IN RESPECT OF CREDIT
OR PURCHASE CARDS IN EXTINGUISHED WITHIN 60 DAYS FROM ITS INCURRENCE; AND
(VI)
INDEBTEDNESS OF HOLDINGS REPRESENTING THE OBLIGATION OF HOLDINGS
TO MAKE PAYMENTS WITH RESPECT TO THE CANCELLATION OR REPURCHASE OF CERTAIN
EQUITY INTERESTS OF OFFICERS, EMPLOYEES OR DIRECTORS (OR THEIR ESTATES) OF
HOLDINGS AND ITS SUBSIDIARIES, TO THE EXTENT PERMITTED BY SECTION 7.07(III).
"Permitted Liens" has the meaning set forth in Section 7.02.
"Permitted Management Fees has the meaning set forth in Section 7.09(i).
"Permitted Refinancing" means, with respect to any Person, any modification,
refinancing, refunding, renewal or extension of any Indebtedness of such Person;
provided that (i) the principal amount (or accreted value, if applicable)
thereof does not exceed the principal amount (or accreted value, if applicable)
of, and accrued and unpaid interest on, the Indebtedness so modified,
refinanced, refunded, renewed or extended except by an amount equal to a
reasonable premium or other reasonable amount paid, and fees and expenses
reasonably incurred, in connection with such modification, refinancing,
refunding, renewal or extension and by an amount equal to any existing
commitments unutilized thereunder or as otherwise permitted pursuant to Section
7.01, (ii) such modification, refinancing, refunding, renewal or extension has a
final maturity date equal to or later than the final maturity date of, and has a
Weighted Average Life to Maturity equal to or greater than the Weighted Average
Life to Maturity of, the Indebtedness being modified, refinanced, refunded,
renewed or extended, (iii) if the Indebtedness being modified, refinanced,
refunded, renewed or extended is subordinated in right of payment to the Term
Loan Obligations, such modification, refinancing, refunding, renewal or
extension is subordinated in right of payment to the Term Loan Obligations on
terms at least as favorable to the Lenders as those contained in the
documentation governing the Indebtedness being modified, refinanced, refunded,
renewed or extended, (any written confirmation by the Administrative Agent that
such terms