NOT EXCEED THE PRINCIPAL
AMOUNT OF INDEBTEDNESS (OR ACCRETED VALUE,
70
IF APPLICABLE) BEING SO REFINANCED, REFUNDED, REPLACED OR RENEWED PLUS ALL
INTEREST CAPITALIZED IN CONNECTION THEREWITH, PLUS THE REFINANCING EXPENSES AND
ANY COSTS AND PREMIUMS ASSOCIATED WITH SUCH REFINANCING, REFUNDING, REPLACEMENT
OR RENEWAL;
(C)
INDEBTEDNESS UNDER THE NEW TIME WARNER FACILITY AS IN EFFECT ON THE
CLOSING DATE AND ANY INDEBTEDNESS TO TIME WARNER INCURRED TO REFINANCE, REFUND,
REPLACE OR RENEW THE NEW TIME WARNER FACILITY; PROVIDED THAT (I) THE TERMS AND
CONDITIONS OF THE DOCUMENTATION EVIDENCING THE NEW TIME WARNER FACILITY, TAKEN
AS A WHOLE, ARE NOT MATERIALLY MORE RESTRICTIVE TO THE LOAN PARTIES PARTY
THERETO THAN THE TERMS OF THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS, (II) THE
DIFFERENCE BETWEEN (X) THE PRINCIPAL AMOUNT OF SUCH INDEBTEDNESS AND (Y) THE SUM
OF
THE AMOUNT OF THE INDEBTEDNESS BEING SO REFINANCED PLUS ALL INTEREST
CAPITALIZED IN CONNECTION THEREWITH AND ANY REFINANCING EXPENSES ASSOCIATED
THEREWITH SHALL BE USED TO FULFILL OBLIGATIONS UNDER THE PARTNERSHIP PARKS
AGREEMENTS TO PURCHASE LIMITED PARTNERSHIP UNITS PURSUANT TO THE LIQUIDITY PUTS
THEREIN; (III) THE GUARANTEES OF SUCH INDEBTEDNESS PROVIDED BY THE BORROWER OR
ANY SUBSIDIARY SHALL NOT COVER ANY INCREASES IN PRINCIPAL OR ANY OTHER
LIABILITIES OR OBLIGATIONS (OTHER THAN INCREASES IN INTEREST, YIELD OR FEES OR
OTHER MODIFICATIONS THAT ARE EXPRESSLY PERMITTED UNDER THIS SECTION 7.3(C)) THAT
ARE NOT COVERED BY SUCH GUARANTEES ON THE CLOSING DATE (IT BEING UNDERSTOOD AND
AGREED THAT THE GUARANTEES SHALL BE REDUCED BY AN AMOUNT EQUAL TO ANY PRINCIPAL
AMOUNT GUARANTEED ON THE CLOSING DATE AND REPAID ON OR AFTER SUCH DATE), UNLESS
AFTER GIVING PRO FORMA EFFECT TO THE INCURRENCE OF SUCH INDEBTEDNESS THE SENIOR
SECURED LEVERAGE RATIO WOULD NOT EXCEED 4.50 TO 1.00 OR THE CONSOLIDATED
LEVERAGE RATIO OF PARENT WOULD NOT EXCEED 5.75 TO 1.00; (IV) ANY INCREASES IN
THE STATED RATE OF INTEREST, AGGREGATE YIELD AND/OR FEES PAYABLE TO THE LENDERS
THEREUNDER SHALL NOT COLLECTIVELY RESULT IN ADDITIONAL PAYMENTS OF INTEREST,
YIELD AND FEES TO BE MADE IN CASH BY THE LOAN PARTIES UNTIL AFTER THE SCHEDULED
MATURITY DATE; AND (V) NONE OF THE STATED MATURITY DATES IN THE DOCUMENTATION
FOR THE NEW TIME WARNER FACILITY SHALL BE SHORTENED;
(D)
(I) INDEBTEDNESS OF ANY LOAN PARTY TO ANY OTHER LOAN PARTY AND
(II) GUARANTEES BY ANY LOAN PARTY OF OBLIGATIONS OF ANY OTHER LOAN PARTY;
PROVIDED THAT ANY INTERCOMPANY INDEBTEDNESS INCURRED PURSUANT TO CLAUSE
(I) ABOVE SHALL, AT THE REQUEST OF THE ADMINISTRATIVE AGENT, BE EVIDENCED BY AN
INTERCOMPANY NOTE WHICH SHALL BE PLEDGED TO THE ADMINISTRATIVE AGENT AS, AND TO
THE EXTENT REQUIRED BY, THE GUARANTEE AND COLLATERAL AGREEMENT SUBSTANTIALLY IN
THE FORM OF THE INTERCOMPANY SUBORDINATED NOTE ATTACHED HERETO AS EXHIBIT N;
PROVIDED, FURTHER THAT THE INDEBTEDNESS OF PARENT TO HOLDINGS, BORROWER OR ANY
SUBSIDIARY OF BORROWER SHALL ONLY BE PERMITTED TO THE EXTENT SUCH FUNDS MAY BE
DISTRIBUTED TO PARENT IN COMPLIANCE WITH SECTION 7.6;
(E)
INDEBTEDNESS OF ANY NON-GUARANTOR SUBSIDIARY TO HOLDINGS OR TO ANY OTHER
SUBSIDIARY OF