termination of all Letters of
Credit, satisfaction of all of the Loan
69
Parties' and RSC's other Obligations hereunder and termination of the
Commitments, the Loan Parties and RSC shall comply with the following negative
covenants:
7.2.1.
Indebtedness.
Each of the Loan Parties shall not, and shall not permit any of its Subsidiaries
to, at any time create, incur, assume or suffer to exist any Indebtedness,
except:
(I)
INDEBTEDNESS UNDER THE LOAN DOCUMENTS;
(II)
EXISTING INDEBTEDNESS AS SET FORTH ON
SCHEDULE 7.2.1 (INCLUDING ANY EXTENSIONS OR RENEWALS THEREOF, PROVIDED THERE IS
NO INCREASE IN THE PRINCIPAL AMOUNT THEREOF, OR AN INCREASE IN THE EFFECTIVE
INTEREST RATE THEREOF, OR AN EARLIER MATURITY DATE FOR ANY PAYMENT PAYABLE
THEREUNDER, OR THE PROVISION OF ANY SECURITY OR GUARANTIES THEREFOR, OR OTHER
SIGNIFICANT CHANGE IN THE TERMS THEREOF);
(III)
INDEBTEDNESS WHICH DOES NOT EXCEED TWENTY
FIVE MILLION AND 00/100 DOLLARS ($25,000,000.00) IN THE AGGREGATE AT ANY TIME
OUTSTANDING IN THE FORM OF CAPITALIZED LEASES OR SECURED BY PURCHASE MONEY
SECURITY INTERESTS;
(IV)
INDEBTEDNESS OF A LOAN PARTY TO ANOTHER LOAN
PARTY WHICH IS SUBORDINATED IN ACCORDANCE WITH THE PROVISIONS OF SECTION 7.1.11
[SUBORDINATION OF INTERCOMPANY LOANS];
(V)
ANY BANK-PROVIDED HEDGE;
(VI)
INDEBTEDNESS ARISING FROM HEDGE AGREEMENTS
CONSISTING OF BONA FIDE HEDGING CONTRACTS INTENDED TO PROTECT AGAINST MATERIAL
FLUCTUATIONS IN THE COST OF ENERGY, MILK AND OTHER COMMODITIES USED IN THE
ORDINARY COURSE OF THE BORROWER'S BUSINESS; PROVIDED THAT THE INDEBTEDNESS
ASSOCIATED WITH SUCH HEDGE AGREEMENTS DOES NOT EXCEED FIFTEEN MILLION AND 00/100
DOLLARS ($15,000,000.00) IN THE AGGREGATE AT ANY TIME;
(VII)
CONTINGENT LIABILITIES ARISING OUT OF
(A) ENDORSEMENTS OF CHECKS AND OTHER NEGOTIABLE INSTRUMENTS FOR DEPOSIT OR
COLLECTION IN THE ORDINARY COURSE OF BUSINESS, (B) THE BORROWER/RSC GUARANTY
AGREEMENT, (C) OTHER GUARANTIES BY ANY LOAN PARTY OR ANY SUBSIDIARY OF A LOAN
PARTY WHICH GUARANTEED OBLIGATIONS SHALL NOT EXCEED FIFTEEN MILLION AND 00/100
DOLLARS ($15,000,000.00) IN THE AGGREGATE AT ANY TIME FOR ALL LOAN PARTIES AND
SUBSIDIARIES OF LOAN PARTIES, (D) REIMBURSEMENT OBLIGATIONS (INCLUDING ANY
GUARANTY THEREOF) WITH RESPECT TO ANY PORTION OF THE RSC LETTER OF CREDIT THAT
HAS NOT BEEN DRAWN AGAINST SO LONG AS SUCH OBLIGATIONS SHALL NOT EXCEED EIGHTEEN
MILLION AND 00/100 DOLLARS ($18,000,000.00) IN THE AGGREGATE AT ANY TIME;
(VIII)
INDEBTEDNESS UNDER THE JEFFERSONTOWN IRB, PROVIDED
THAT THE PRINCIPAL AMOUNT IS NOT SUBSEQUENTLY INCREASED (SUCH JEFFERSONTOWN IRB
SHALL CONTINUE TO BE PERMITTED INDEBTEDNESS HEREUNDER IF CDL SHOULD SUBSEQUENTLY
SELL ITS RIGHTS THEREUNDER TO A PERSON WHICH IS NOT AN AFFILIATE OF THE
BORROWER); AND
70
(IX)
UNSECURED INDEBTEDNESS INCURRED IN
CONNECTION WITH THE ISSUANCE BY ANY LOAN PARTY OF INDEBTEDNESS EVIDENCED BY
PRIVATELY PLACED NOTES, PROVIDED THAT (1) SUCH INDEBTEDNESS IS PARI PASSU IN
RIGHT OF PAYMENT WITH THE INDEBTEDNESS HEREUNDER, (2) IMMEDIATELY PRIOR TO AND
AFTER GIVING EFFECT TO SUCH INDEBTEDNESS, NO EVENT OF DEFAULT OR POTENTIAL
DEFAULT SHALL HAVE OCCURRED HEREUNDER, AND (3) THE TERMS AND CONDITIONS OF SUCH
INDEBTEDNESS ARE (A) NO MORE RESTRICTIVE THAN THE TERMS AND CONDITIONS OF THIS
AGREEMENT AND (B)