PARTY PURSUANT TO
ANY LOAN DOCUMENT;
(B)
INDEBTEDNESS (I) OF THE BORROWER TO ANY
SUBSIDIARY, (II) OF ANY WHOLLY OWNED SUBSIDIARY GUARANTOR TO THE BORROWER OR ANY
OTHER SUBSIDIARY, (III) OF ANY FOREIGN SUBSIDIARY TO ANY FOREIGN SUBSIDIARY AND
(IV) SUBJECT TO SECTION 8.8(P), OF ANY FOREIGN SUBSIDIARY TO THE BORROWER OR ANY
SUBSIDIARY GUARANTOR; PROVIDED THAT SUCH INDEBTEDNESS SHALL BE EVIDENCED BY A
SUBORDINATED INTERCOMPANY NOTE, WHICH SUBORDINATED INTERCOMPANY NOTE SHALL (TO
THE EXTENT REPRESENTING OBLIGATIONS OWED TO A LOAN PARTY) BE PLEDGED TO THE
ADMINISTRATIVE AGENT FOR THE BENEFIT OF THE SECURED PARTIES;
(C)
GUARANTEE OBLIGATIONS INCURRED IN THE
ORDINARY COURSE OF BUSINESS BY ANY SUBSIDIARY OF HOLDINGS OF OBLIGATIONS OF THE
BORROWER, ANY SUBSIDIARY GUARANTOR AND, SUBJECT TO SECTION 8.8(P), OF ANY
FOREIGN SUBSIDIARY;
73
(D)
INDEBTEDNESS IN RESPECT OF THE UNSECURED
CREDIT AGREEMENT OUTSTANDING ON THE RESTATEMENT DATE AND ANY PERMITTED
REFINANCING THEREOF;
(E)
INDEBTEDNESS (INCLUDING CAPITAL LEASE
OBLIGATIONS) SECURED BY LIENS PERMITTED BY SECTION 8.3(F) IN AN AGGREGATE
PRINCIPAL AMOUNT NOT TO EXCEED $15,000,000 AT ANY ONE TIME OUTSTANDING;
(F)
HEDGE AGREEMENTS PERMITTED UNDER
SECTION 8.12;
(G)
TO THE EXTENT THE LOAN PARTIES DEMONSTRATE
PRO FORMA COMPLIANCE WITH EACH OF THE COVENANTS SET FORTH IN SECTION 8.1 AS OF
THE LAST DAY OF THE MOST RECENTLY ENDED FISCAL QUARTER FOR WHICH FINANCIAL
STATEMENTS ARE AVAILABLE, AFTER GIVING EFFECT TO THE INCURRENCE THEREOF
(ASSUMING THAT THE INTEREST PAYABLE UNDER SUCH INDEBTEDNESS WAS OWED THROUGHOUT
THE PRIOR FOUR FISCAL QUARTERS, MEASURING CONSOLIDATED TOTAL DEBT AS OF THE DATE
OF SUCH INCURRENCE, AND WITH RESPECT TO ACTUAL CONSOLIDATED EBITDA FOR THE PRIOR
FOUR FISCAL QUARTERS), INDEBTEDNESS OF ANY SUBSIDIARY OF HOLDINGS THAT WAS NOT A
SUBSIDIARY ON THE CLOSING DATE EXISTING AT THE TIME SUCH OTHER PERSON BECAME A
SUBSIDIARY OF HOLDINGS; PROVIDED SUCH INDEBTEDNESS WAS NOT INCURRED IN
CONNECTION WITH, OR IN CONTEMPLATION OF, SUCH OTHER PERSON BECOMING SUCH A
SUBSIDIARY;
(H)
INDEBTEDNESS ARISING FROM AGREEMENTS
PROVIDING FOR INDEMNIFICATION, ADJUSTMENT OF PURCHASE PRICE OR SIMILAR
OBLIGATIONS, OR FROM GUARANTEES OR LETTERS OF CREDIT, SECURING THE PERFORMANCE
OF SUCH LOAN PARTY OR ANY SUBSIDIARY PURSUANT TO SUCH AGREEMENTS, IN CONNECTION
WITH PERMITTED ACQUISITIONS OR DISPOSITIONS PERMITTED HEREUNDER OF ANY BUSINESS,
ASSETS OR SUBSIDIARY OF SUCH LOAN PARTY OR ANY OF ITS SUBSIDIARIES;
(I)
INDEBTEDNESS INCURRED IN THE ORDINARY
COURSE OF BUSINESS IN CONNECTION WITH THE FINANCING OF INSURANCE PREMIUMS;
(J)
INDEBTEDNESS IN RESPECT OF NETTING
SERVICES, OVERDRAFT PROTECTIONS AND OTHERWISE IN CONNECTION WITH DEPOSIT
ACCOUNTS;
(K)
INDEBTEDNESS OF FOREIGN SUBSIDIARIES NOT TO
EXCEED A PRINCIPAL AMOUNT OF $5,000,000 AT ANY ONE TIME OUTSTANDING;
(L)
INDEBTEDNESS IN RESPECT OF TAXES,
ASSESSMENTS OR GOVERNMENTAL CHARGES TO THE EXTENT THAT PAYMENT THEREOF SHALL NOT
AT THE TIME BE REQUIRED TO BE MADE HEREUNDER;
(M)
TO THE EXTENT PERMITTED BY APPLICABLE LAW,
INDEBTEDNESS CONSISTING OF DEFERRED PURCHASE PRICE OR NOTES ISSUED TO OFFICERS,
DIRECTORS, CONSULTANTS AND EMPLOYEES TO PURCHASE OR REDEEM EQUITY INTERESTS (OR
OPTION OR WARRANTS OR SIMILAR INSTRUMENTS) OF A LOAN PARTY OR ITS SUBSIDIARIES;
(N)
TO THE EXTENT