ON THEN OUTSTANDING MEZZANINE DEBT IN ACCORDANCE WITH THE TERMS OF THE MEZZANINE
DEBT DOCUMENTS (INCLUDING INTEREST, WHICH, BUT FOR THE OCCURRENCE OF A DEFAULT
OR EVENT OF DEFAULT, WOULD BE PAYABLE IN CASH) AND (Y) REDUCED BY ANY REPAYMENTS
OF PRINCIPAL THEREOF);
(H)
INDEBTEDNESS NOT TO EXCEED $55,000,000 IN AN AGGREGATE PRINCIPAL
AMOUNT AT ANY TIME OUTSTANDING SECURED BY PURCHASE MONEY LIENS OR INCURRED WITH
RESPECT TO CAPITAL LEASES;
(I)
ANY OTHER UNSECURED INDEBTEDNESS OF THE CREDIT PARTIES NOT TO
EXCEED $10,000,000 IN AN AGGREGATE PRINCIPAL AMOUNT AT ANY TIME OUTSTANDING;
(J)
REFINANCINGS OR THE REPLACEMENT OF INDEBTEDNESS PERMITTED UNDER
CLAUSES (A), (D), (E), (F), (G) AND (H) THAT DO NOT ACCELERATE THE SCHEDULED
DATES FOR PAYMENT THEREOF, INCREASE THE PRINCIPAL AMOUNTS THEREOF, MATERIALLY
INCREASE ANY INTEREST RATE OR FEES APPLICABLE THERETO, ADD ADDITIONAL OBLIGORS
THEREFOR, OR ENHANCE THE COLLATERAL THEREFOR OR THE PRIORITY THEREOF;
(K)
INDEBTEDNESS PURSUANT TO THE PERMITTED RECEIVABLES FINANCING AND
THE REFINANCING AND REPLACEMENT THEREOF;
(L)
UNSECURED INDEBTEDNESS OF ANY CREDIT PARTY ISSUED AS
CONSIDERATION TO A SELLER IN CONNECTION WITH A PERMITTED ACQUISITION NOT TO
EXCEED $15,000,000 IN AGGREGATE PRINCIPAL AMOUNT IN ANY GIVEN YEAR; PROVIDED,
THAT ANY SUCH UNSECURED INDEBTEDNESS SHALL (I) PROVIDE THAT NO CASH PAYMENTS OF
PRINCIPAL SHALL BE PERMITTED TO BE PAID UNTIL THE TERMINATION DATE, (II) BE
FULLY SUBORDINATED TO THE OBLIGATIONS ON TERMS AND CONDITIONS SATISFACTORY TO
AGENT AND BE SUBJECT TO A SUBORDINATION AGREEMENT IN FORM AND SUBSTANCE
REASONABLY SATISFACTORY TO AGENT, AND (III) OTHERWISE BE IN FORM AND SUBSTANCE
SATISFACTORY TO AGENT;
(M)
ACCRUED EXPENSES AND CURRENT TRADE ACCOUNTS PAYABLE INCURRED IN THE
ORDINARY COURSE OF BUSINESS;
(N)
INDEBTEDNESS UNDER INTEREST RATE PROTECTION AGREEMENTS REASONABLY
RELATED TO OUTSTANDING FLOATING OR FIXED RATE DEBT PERMITTED UNDER THIS
AGREEMENT ENTERED INTO FOR NON-SPECULATIVE PURPOSES;
(O)
GUARANTIES OF HOLDINGS OR ANY OF ITS SUBSIDIARIES AS A GUARANTOR
OF THE LESSEE UNDER ANY LEASE PURSUANT TO WHICH HOLDINGS OR ANY OF ITS
SUBSIDIARIES IS THE LESSEE, SO LONG AS SUCH LEASE IS OTHERWISE PERMITTED
HEREUNDER;
(P)
INTERCOMPANY INDEBTEDNESS THAT MAY BE DEEMED TO EXIST BY AND AMONG
THE CREDIT PARTIES (AND SOLELY BY AND AMONG THE CREDIT PARTIES) PURSUANT TO THE
TAX SHARING AGREEMENT;
(Q)
OBLIGATIONS OF ANY CREDIT PARTY INCURRED WITH RESPECT TO APPEAL
BONDS FURNISHED BY SUCH CREDIT PARTIES IN CONNECTION WITH ONGOING LITIGATION
MATTERS, SO LONG AS THE AGGREGATE AMOUNT OF OUTSTANDING OBLIGATIONS AT ANY TIME
PURSUANT TO THIS CLAUSE (P) DOES NOT EXCEED $15,000,000;
41
(R)
INDEBTEDNESS WHICH MAY BE DEEMED TO EXIST PURSUANT TO THE
RECEIVABLES PURCHASE AGREEMENT SO LONG AS, IF SUCH INDEBTEDNESS EVER EXCEEDS
$150,000,000, MANDATORY REPAYMENTS OR COMMITMENT REDUCTIONS SHALL BE MADE TO
REDUCE SUCH INDEBTEDNESS TO NOT GREATER THAN $150,000,000;
(S)
OBLIGATIONS OF ANY RESTRICTED SUBSIDIARY OF HOLDINGS INCURRED WITH
RESPECT TO PERFORMANCE BONDS AND/OR FIDELITY BONDS REQUIRED TO BE FURNISHED BY
SUCH RESTRICTED SUBSIDIARY IN CONNECTION WITH CONTRACTS ENTERED INTO BY SUCH
RESTRICTED SUBSIDIARY IN THE ORDINARY COURSE OF ITS BUSINESS, SO LONG AS THE
AGGREGATE AMOUNT OF OUTSTANDING