FINANCE THE PAYMENT OF ALL OR PART OF THE PURCHASE PRICE OF
ANY EQUIPMENT, REAL PROPERTY OR OTHER FIXED ASSETS ACQUIRED IN THE ORDINARY
COURSE OF BUSINESS, INCLUDING INDEBTEDNESS IN RESPECT OF CAPITAL LEASE
OBLIGATIONS, AND ANY RENEWALS, REFINANCINGS OR REPLACEMENTS THEREOF, PROVIDED
THAT ALL SUCH PURCHASE MONEY INDEBTEDNESS SHALL NOT EXCEED $20,000,000 IN
AGGREGATE PRINCIPAL AMOUNT OUTSTANDING;
(IV)
UNSECURED LOANS AND ADVANCES (A) BY THE BORROWER OR ANY SUBSIDIARY
TO ANY DOMESTIC SUBSIDIARY GUARANTOR, (B) BY ANY SUBSIDIARY TO THE BORROWER, OR
(C) BY THE BORROWER OR ANY SUBSIDIARY TO ANY SUBSIDIARY THAT IS NOT A DOMESTIC
SUBSIDIARY GUARANTOR, PROVIDED THAT ANY SUCH LOAN OR ADVANCE IS SUBORDINATED IN
RIGHT AND TIME OF PAYMENT TO THE OBLIGATIONS AND IS EVIDENCED BY A PROMISSORY
NOTE, IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE ADMINISTRATIVE AGENT,
PLEDGED TO THE ADMINISTRATIVE AGENT PURSUANT TO THE SECURITY DOCUMENTS, AND
PROVIDED FURTHER THAT ALL SUCH LOANS AND ADVANCES MADE PURSUANT TO
CLAUSE (C) ABOVE TO SUBSIDIARIES (INCLUDING FOREIGN SUBSIDIARIES) THAT ARE NOT
DOMESTIC SUBSIDIARY GUARANTORS SHALL BE SUBJECT TO THE LIMITATIONS ON
INVESTMENTS SET FORTH IN SECTION 8.5 (INCLUDING, WITHOUT LIMITATION, THE
LIMITATIONS ON INVESTMENTS IN FOREIGN SUBSIDIARIES SET FORTH IN
SECTION 8.5(XI));
91
(V)
INDEBTEDNESS OF THE BORROWER UNDER HEDGE AGREEMENTS ENTERED INTO
IN THE ORDINARY COURSE OF BUSINESS AND NOT FOR SPECULATIVE PURPOSES;
(VI)
INDEBTEDNESS EXISTING ON THE CLOSING DATE AND DESCRIBED IN
SCHEDULE 8.2 AND ANY RENEWALS, REFINANCINGS OR EXTENSIONS OF ANY SUCH
INDEBTEDNESS, SO LONG AS THE PRINCIPAL AMOUNT THEREOF IS NOT INCREASED TO AN
AMOUNT EXCEEDING THE PRINCIPAL AMOUNT THEREOF OUTSTANDING AS OF THE DATE OF SUCH
RENEWAL, REFINANCING OR EXTENSION AND THE TERMS THEREOF, TAKEN AS A WHOLE, ARE
NOT MADE MATERIALLY LESS FAVORABLE TO THE RESPECTIVE OBLIGORS;
(VII)
INDEBTEDNESS CONSISTING OF GUARANTY OBLIGATIONS OF THE BORROWER OR
ANY OF ITS SUBSIDIARIES INCURRED IN THE ORDINARY COURSE OF BUSINESS FOR THE
BENEFIT OF ANOTHER CREDIT PARTY, PROVIDED THAT THE PRIMARY OBLIGATION BEING
GUARANTEED IS EXPRESSLY PERMITTED BY THIS AGREEMENT, AND PROVIDED THAT THIS
CLAUSE (VII) SHALL NOT PERMIT ANY GUARANTEE BY THE BORROWER OR ANY DOMESTIC
SUBSIDIARY OF THE FOREIGN WORKING CAPITAL FACILITY OR ANY OTHER INDEBTEDNESS OF
ANY FOREIGN SUBSIDIARY;
(VIII)
UNSECURED INDEBTEDNESS ISSUED AFTER THE CLOSING DATE BY THE
BORROWER OR ANY OF ITS SUBSIDIARIES TO SELLERS IN CONNECTION WITH PERMITTED
ACQUISITIONS (EXCLUDING INDEBTEDNESS CONSISTING OF CONTINGENT PURCHASE PRICE
OBLIGATIONS), IN AN AGGREGATE PRINCIPAL AMOUNT NOT EXCEEDING $15,000,000
OUTSTANDING AT ANY TIME, PROVIDED THAT SUCH INDEBTEDNESS (A) SHALL NOT MATURE OR
REQUIRE ANY SCHEDULED PAYMENT OF PRINCIPAL AT ANY TIME PRIOR TO THE FIRST
ANNIVERSARY OF THE LATER OF THE TERM A LOAN MATURITY DATE, THE TERM A-1 LOAN
MATURITY DATE OR THE REVOLVING CREDIT MATURITY DATE, (B) IS FULLY SUBORDINATED
IN RIGHT AND TIME OF PAYMENT TO THE OBLIGATIONS ON TERMS AND CONDITIONS
ACCEPTABLE TO THE ADMINISTRATIVE AGENT, (C) SHALL HAVE COVENANTS AND
UNDERTAKINGS THAT, TAKEN AS A WHOLE, ARE MATERIALLY LESS RESTRICTIVE THAN THOSE
CONTAINED HEREIN AND SHALL NOT BE CROSS-DEFAULTED TO THIS