to
any Indebtedness, whether direct, indirect, absolute, contingent or otherwise,
except the following:
(A)
INDEBTEDNESS PURSUANT TO THIS AGREEMENT, THE GUARANTIES AND ANY
OTHER LOAN DOCUMENT;
(B)
INDEBTEDNESS UNDER THE REVOLVING CREDIT FACILITY INCLUDING,
WITHOUT LIMITATION, THE LETTERS OF CREDIT UNDER THE REVOLVING CREDIT FACILITY
WHICH ARE PERMITTED UNDER SECTION 6.1(1) HEREOF, IN AN AGGREGATE PRINCIPAL
AMOUNT (AS TO THE LOANS THEREUNDER) NOT TO EXCEED $350,000,000 AT ANY TIME
OUTSTANDING;
(C)
IN ADDITION TO AND CUMULATIVE OF ANY OTHER INDEBTEDNESS PERMITTED
IN THIS SECTION 6, IN THE CASE OF THE COMPANY ONLY, UNSECURED BORROWED DEBT;
PROVIDED THAT, IMMEDIATELY BEFORE AND IMMEDIATELY AFTER THE INCURRENCE OF SUCH
UNSECURED BORROWED DEBT, THE COMPANY AND ITS SUBSIDIARIES SHALL BE IN PRO FORMA
COMPLIANCE WITH THE FINANCIAL COVENANTS SET FORTH IN SECTION 5.3 HEREOF;
(D)
INDEBTEDNESS SECURED BY LIENS PERMITTED BY SECTION 6.2 HEREOF;
(E)
SECURED INDEBTEDNESS OF THE COMPANY AND INDEBTEDNESS OF ANY ONE OR
MORE OF THE COMPANY'S SUBSIDIARIES, PROVIDED, THAT THE AGGREGATE AMOUNT OF ALL
SUCH INDEBTEDNESS OUTSTANDING AT ANY TIME (EXCLUSIVE OF INDEBTEDNESS PERMITTED
IN SECTION 6.1(I) HEREOF) MAY NOT EXCEED FIVE PERCENT (5%) OF CONSOLIDATED NET
WORTH;
(F)
OTHER LIABILITIES EXISTING ON THE DATE OF THIS AGREEMENT AND SET
FORTH ON SCHEDULE 4.16 ATTACHED HERETO, AND ALL RENEWALS AND EXTENSIONS (BUT NOT
INCREASES) THEREOF, PROVIDED THAT THERE SHALL BE NO MATERIAL CHANGE IN THE
OBLIGORS THEREUNDER;
(G)
CURRENT ACCOUNTS PAYABLE AND UNSECURED CURRENT LIABILITIES, NOT
THE RESULT OF BORROWINGS, TO VENDORS, SUPPLIERS AND PERSONS PROVIDING SERVICES,
FOR EXPENDITURES ON ORDINARY TRADE
38
TERMS FOR GOODS AND SERVICES NORMALLY REQUIRED BY THE COMPANY OR ANY OF ITS
SUBSIDIARIES IN THE ORDINARY COURSE OF ITS BUSINESS;
(H)
AGREEMENTS OF INTENT TO ACQUIRE A PERSON ISSUED BY THE COMPANY OR
ANY OF ITS SUBSIDIARIES IN ANTICIPATION OF ACQUIRING SUCH PERSON IF SUCH
ACQUISITION IS PERMITTED UNDER THE TERMS AND CONDITIONS OF THIS AGREEMENT;
(I)
THE INDEBTEDNESS OF ANY SUBSIDIARY OF THE COMPANY TO THE COMPANY
OR TO ANY GUARANTOR, AS PERMITTED IN SECTION 6.7(F) OF THIS AGREEMENT;
(J)
GUARANTEES BY THE COMPANY OR ANY OF ITS SUBSIDIARIES OF THE
INDEBTEDNESS OF ANY OF THEIR RESPECTIVE SUBSIDIARIES PERMITTED TO BE INCURRED,
CREATED OR EXISTING PURSUANT TO SECTION 6.3, PROVIDED, THAT SUCH GUARANTEES ARE
NOT DIRECTLY OR INDIRECTLY SECURED BY ANY LIENS;
(K)
CURRENT AND DEFERRED TAXES;
(L)
ANY OBLIGATION UNDER OR IN RESPECT OF OUTSTANDING LETTERS OF
CREDIT (INCLUDING WITHOUT LIMITATION, LETTERS OF CREDIT UNDER THE REVOLVING
CREDIT FACILITY), ACCEPTANCES AND SIMILAR OBLIGATIONS CREATED FOR THE ACCOUNT OF
THE COMPANY OR ANY OF ITS SUBSIDIARIES, AND ANY HEDGING AGREEMENTS (OTHER THAN
THE CREDIT FACILITY HEDGING AGREEMENTS) ENTERED INTO BY THE COMPANY AND ITS
SUBSIDIARIES IN THE ORDINARY COURSE; PROVIDED THAT THE SUM OF (I) THE AGGREGATE
AMOUNT OF SUCH INDEBTEDNESS AND (II) THE AGGREGATE AMOUNT OF CONTINGENT
OBLIGATIONS OUTSTANDING AT ANY TIME FOR THE COMPANY AND ITS SUBSIDIARIES, ON A
CONSOLIDATED BASIS, MAY NOT EXCEED FIVE PERCENT (5%) OF CONSOLIDATED NET WORTH;
(M)
INDEBTEDNESS OR OTHER OBLIGATIONS OF THE COMPANY UNDER CAPITAL