by equity interests;
(5)any liability for taxes owed or owing by the Issuer;
(6)that portion of any Indebtedness incurred in violation of the Indenture (but
as to any such obligation, no such violation shall be deemed to exist for
purposes of this clause (6) if the holder(s) of such obligation or their
Representative shall have received an officers' certificate (and/or
representation or warranty) from the Issuer to the effect that the incurrence of
such Indebtedness does not (or in the case of revolving credit indebtedness, the
incurrence of the entire committed amount thereof at the date on which the
initial borrowing thereunder is made would not) violate such provisions of the
Indenture), provided that the terms and conditions of the Indenture are
satisfactory to Agent and Lenders in their sole discretion;
(7)Indebtedness which, when incurred and without respect to any election under
Section 1111(b) of Title 11, United States Code, is without recourse to the
Issuer; and
any Indebtedness which is, by its express terms, subordinated in right of
payment to any other Indebtedness of the Issuer.
J-4
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EXHIBIT 10.1
TABLE OF CONTENTS
INDEX OF APPENDICES
RECITALS
ANNEX A (RECITALS) TO CREDIT AGREEMENT DEFINITIONS
ANNEX B (SECTION 1.2) TO CREDIT AGREEMENT LETTERS OF CREDIT
ANNEX C (SECTION 1.8) TO CREDIT AGREEMENT CASH MANAGEMENT SYSTEM
ANNEX D (SECTION 2.1(a)) TO CREDIT AGREEMENT CLOSING CHECKLIST
ANNEX E (SECTION 4.1(a)) TO CREDIT AGREEMENT FINANCIAL STATEMENTS AND
PROJECTIONS - REPORTING
ANNEX F (SECTION 6.10) TO CREDIT AGREEMENT FINANCIAL COVENANTS
ANNEX H (SECTION 11.10) TO CREDIT AGREEMENT NOTICE ADDRESSES
ANNEX I (FROM ANNEX A - COMMITMENTS DEFINITION) TO CREDIT AGREEMENT
ANNEX J TO CREDIT AGREEMENT Summary of Subordination Terms