CLOSING DATE (INCLUDING THE SECURITIES ISSUED ON THE CLOSING
DATE) AND ANY ACCRETION OF ORIGINAL ISSUE DISCOUNT AND ACCRUAL OF INTEREST WITH
RESPECT TO SUCH DEBT;
(II)
ANY ADDITIONAL DEBT OUTSTANDING UNDER A
CREDIT FACILITY IN AGGREGATE PRINCIPAL AMOUNT AT ANY ONE TIME OUTSTANDING UNDER
THIS CLAUSE (II) NOT TO EXCEED $475.0 MILLION IN AGGREGATE FOR ALL SUCH CREDIT
FACILITIES, LESS PERMANENT REPAYMENTS OF DEBT UNDER SUCH CREDIT FACILITIES MADE
BY THE COMPANY OR ANY OF ITS RESTRICTED SUBSIDIARIES PURSUANT TO SECTION 10.21;
(III)
ANY VENDOR FINANCING DEBT IN AN AGGREGATE
PRINCIPAL AMOUNT OUTSTANDING AT ANY TIME NOT TO EXCEED $100.0 MILLION;
(IV)
DEBT (A) TO THE COMPANY OR (B) TO ANY
RESTRICTED SUBSIDIARY; PROVIDED THAT ANY EVENT WHICH RESULTS IN ANY SUCH
RESTRICTED SUBSIDIARY CEASING TO BE A RESTRICTED SUBSIDIARY OR ANY SUBSEQUENT
TRANSFER OF SUCH DEBT (OTHER THAN TO THE COMPANY OR ANOTHER RESTRICTED
SUBSIDIARY) SHALL BE DEEMED, IN EACH CASE, TO CONSTITUTE AN INCURRENCE OF SUCH
DEBT NOT PERMITTED BY THIS CLAUSE (IV);
(V)
DEBT (A) IN RESPECT OF PERFORMANCE, SURETY
OR APPEAL BONDS OR BANKERS' ACCEPTANCES PROVIDED IN THE ORDINARY COURSE OF
BUSINESS, (B) UNDER FOREIGN CURRENCY HEDGE, FOREIGN CURRENCY EXCHANGE, INTEREST
RATE SWAP OR SIMILAR AGREEMENTS; PROVIDED THAT SUCH AGREEMENTS (A) ARE DESIGNED
SOLELY TO PROTECT THE COMPANY OR ITS RESTRICTED SUBSIDIARIES AGAINST
FLUCTUATIONS IN FOREIGN CURRENCY EXCHANGE RATES OR INTEREST RATES AND (B) DO NOT
INCREASE THE DEBT OF THE OBLIGOR OUTSTANDING AT ANY TIME OTHER THAN AS A RESULT
OF FLUCTUATIONS IN FOREIGN CURRENCY EXCHANGE RATES OR INTEREST RATES OR BY
REASON OF FEES, INDEMNITIES AND COMPENSATION PAYABLE THEREUNDER; AND (C) ARISING
FROM AGREEMENTS PROVIDING FOR INDEMNIFICATION, ADJUSTMENT OF PURCHASE PRICE OR
SIMILAR OBLIGATIONS, OR FROM GUARANTEES OR LETTERS OF CREDIT, SURETY BONDS OR
PERFORMANCE BONDS SECURING ANY OBLIGATIONS OF THE COMPANY OR ANY RESTRICTED
SUBSIDIARY PURSUANT TO SUCH AGREEMENTS, IN ANY CASE INCURRED IN CONNECTION WITH
THE DISPOSITION OF ANY BUSINESS, ASSETS OR RESTRICTED SUBSIDIARY (OTHER THAN
GUARANTEES OF DEBT INCURRED BY ANY PERSON ACQUIRING ALL OR ANY PORTION OF SUCH
BUSINESS, ASSETS OR RESTRICTED SUBSIDIARY FOR THE PURPOSE OF FINANCING SUCH
ACQUISITION), IN A PRINCIPAL AMOUNT NOT TO EXCEED THE GROSS PROCEEDS ACTUALLY
RECEIVED BY THE COMPANY OR ANY RESTRICTED SUBSIDIARY IN CONNECTION WITH SUCH
DISPOSITION;
(VI)
RENEWALS, REFUNDINGS OR EXTENSIONS OF ANY DEBT
REFERRED TO IN CLAUSE (I) OR (III) ABOVE OR (VIII) BELOW OR INCURRED PURSUANT TO
CLAUSE (B) OF SECTION 10.08 AND ANY RENEWALS, REFUNDINGS OR EXTENSIONS THEREOF,
PLUS (A) THE AMOUNT OF ANY PREMIUM REASONABLY DETERMINED BY THE COMPANY AS
NECESSARY TO ACCOMPLISH SUCH RENEWAL, REFUNDING OR EXTENSION AND (B) SUCH OTHER
FEES AND EXPENSES OF THE COMPANY REASONABLY INCURRED IN CONNECTION WITH THE
RENEWAL, REFUNDING OR EXTENSION, PROVIDED THAT SUCH RENEWAL, REFUNDING OR
EXTENSION SHALL CONSTITUTE PERMITTED DEBT ONLY (A) TO THE EXTENT THAT IT DOES
NOT RESULT IN AN
18
INCREASE IN THE AGGREGATE PRINCIPAL AMOUNT (OR, IF SUCH DEBT PROVIDES FOR AN
AMOUNT LESS THAN THE PRINCIPAL AMOUNT THEREOF TO BE DUE AND