Common use of Debt and Guarantees Clause in Contracts

Debt and Guarantees. The Company shall not, and shall not permit any of its Subsidiaries to, create, incur, assume or permit to be outstanding any Debt of Company other than: (a) Debt incurred pursuant to this Agreement and the Other Agreements; (b) Debt outstanding on the Closing Date and identified on Schedule 9.1; (c) Debt incurred under the Revolving Credit Agreement, provided that the outstanding principal amount of the Debt under the Revolving Credit Agreement shall not exceed $120,000,000; (d) Debt in aggregate outstanding principal amount not in excess of $25,000,000 of any Foreign Subsidiaries and Guarantees thereof; (e) [INTENTIONALLY OMITTED]; (f) Any other Funded Debt not described in clauses (a) through (d) above (the "ADDITIONAL PERMITTED DEBT") which, when aggregated with the Funded Debt of Company under clauses (a), (b) and (c) above then outstanding, shall not exceed the principal sum of $225,000,000 provided that the terms of such Debt are not more restrictive or burdensome in any material respect on the Company than those set forth herein; (g) Debt created in connection with the refinancing of any Debt permitted under clauses (a) through (c) and clause (f) above in an amount not greater than the amount required to pay the Debt so refinanced, provided such Debt shall contain terms substantially equivalent to (or more favorable to the Company than) the terms of the Debt being refinanced, and without limiting the foregoing, any principal payment dates (including sinking fund payments) of the debt created cannot be earlier than the Debt refinanced; and any such Debt created to refinance any Debt subordinated to the Obligations under the Note Documents (or any part thereof) shall be expressly subordinated to such Obligations and contain subordination terms and such other terms and conditions which, in each case in the reasonable judgment of Purchaser and the Other Purchasers, are substantially equivalent (or more favorable to Purchasers) to those contained in the Debt being refinanced. Any Debt originally permitted under clause (f) above which is subsequently refinanced as permitted by this clause (g) will constitute usage of the dollar amount limitations provided in such clause and, will, but only to the extent and in the amounts outstanding, reduce the amounts otherwise permitted thereunder; and (h) To the extent that any Subsidiary of the Company guarantees the obligations of the Company otherwise permitted hereunder pursuant to Section 9.14, Debt of the Company to such Subsidiaries.

Debt and Guarantees. The Company shall not create, incur, assume or permit to be outstanding, and shall not permit any Subsidiary to create, incur, assume or permit to be outstanding, any Debt other than: (a) Debt incurred pursuant to this Agreement; (b) Debt outstanding on the Closing Date and identified on Schedule 5.11; (c) Debt incurred under the New Notes; (d) Refinancing of Debt with respect to Debt that was incurred on or prior to the Closing Date (other than the Debt incurred hereunder or under the Notes); provided, however, that (i) the principal amount of the Debt refinanced (plus the amount of fees, costs, and expenses incurred and the amount of any premium, penalties, breaking costs and other similar amounts required to be paid, in connection with such refinancing pursuant to the terms of the instrument governing the Debt being refinanced) shall (i) not be greater than the amount of the Debt being refinanced, (ii) not extend the maturity date of the Debt being refinanced, (iii) have a Weighted Average Life to Maturity equal to or greater than the Weighted Average Life to Maturity of the Debt being refinanced, (iv) rank no more senior than the Debt being refinanced, and (v) contain terms and conditions at least as favorable to the Company as the terms and conditions of the Debt being refinanced; (e) Debt secured by Liens permitted by Sections 9.4(d) and 9.4(e); and (f) Intercompany Debt owed to the Company or its Subsidiaries (other than the Foreign Subsidiaries). The Company shall not, and shall not permit any of its Subsidiaries to, createrefinance, incuramend, assume restructure, reconstitute, replace or permit to be outstanding otherwise alter any Debt tenor, covenant, condition or provision of Company other than: (a) Debt incurred pursuant to this Agreement and the Other Agreements; (b) any instrument evidencing any Debt outstanding on the Closing Date and identified on Schedule 9.1; without the prior written consent of the Holders (c) Debt incurred under the Revolving Credit Agreement, which consent shall not be unreasonably withheld or delayed); provided that the outstanding principal amount of the Debt under the Revolving Credit Agreement shall not exceed $120,000,000; (d) Debt in aggregate outstanding principal amount not in excess of $25,000,000 of any Foreign Company and its Subsidiaries and Guarantees thereof; (e) [INTENTIONALLY OMITTED]; (f) Any other Funded Debt not described in clauses (a) through (d) above (the "ADDITIONAL PERMITTED DEBT") which, when aggregated with the Funded Debt of Company under clauses (a), (b) and (c) above then outstanding, shall not exceed the principal sum of $225,000,000 provided that the terms of may refinance such Debt are not more restrictive or burdensome in any material respect on the Company than those set forth herein; (g) Debt created in connection with the refinancing of any Debt permitted under clauses (a) through (c) and clause (f) above in an amount not greater than the amount required to pay the Debt so refinanced, provided such Debt shall contain terms substantially equivalent to (or more favorable to the Company than) the terms of the Debt being refinanced, and without limiting the foregoing, any principal payment dates (including sinking fund payments) of the debt created cannot be earlier than the Debt refinanced; and any such Debt created to refinance any Debt subordinated to the Obligations under the Note Documents (or any part thereof) shall be expressly subordinated to such Obligations and contain subordination terms and such other terms and conditions which, in each case in the reasonable judgment of Purchaser and the Other Purchasers, are substantially equivalent (or more favorable to Purchasers) to those contained in the Debt being refinanced. Any Debt originally permitted under clause (f) above which is subsequently refinanced as permitted by this clause (g) will constitute usage of the dollar amount limitations provided in such clause and, will, but only to the extent and in the amounts outstanding, reduce the amounts otherwise permitted thereunder; and (h) To the extent that any Subsidiary of the Company guarantees the obligations of the Company otherwise permitted hereunder pursuant to Section 9.14, Debt of the Company to 9.1(d) above without such Subsidiariesconsent.

Debt and Guarantees. The Company shall not, and Companies shall not permit any of its Subsidiaries to, create, incur, assume or permit to be outstanding and shall not allow any Subsidiary to create, incur, assume or permit to be outstanding, any Debt of Company other than: (a) Debt incurred pursuant to this Agreement and the Other AgreementsAgreement; (b) Debt outstanding on the Closing Date and identified on Schedule 9.18.1; (c) Debt incurred under the Revolving Credit Agreement11 1/4% Senior Subordinated Notes; (d) Refinancing of Debt with respect to Debt that was incurred prior to the date hereof and identified on Schedule 8.1; provided, provided however, that -------- ------- (i) the outstanding principal amount of the Debt under refinanced (plus the Revolving Credit Agreement shall not exceed $120,000,000; (d) Debt in aggregate outstanding principal amount not in excess of $25,000,000 fees, costs, and expenses incurred and the amount of any Foreign Subsidiaries premium, penalties, breaking costs and Guarantees thereof; (e) [INTENTIONALLY OMITTED]; (f) Any other Funded Debt not described similar amounts required to be paid, in clauses (a) through (d) above (the "ADDITIONAL PERMITTED DEBT") which, when aggregated connection with the Funded Debt of Company under clauses (a), (b) and (c) above then outstanding, shall not exceed the principal sum of $225,000,000 provided that such refinancing pursuant to the terms of such the instrument governing the Debt are being refinanced) shall (i) not more restrictive or burdensome in any material respect on the Company than those set forth herein; (g) Debt created in connection with the refinancing of any Debt permitted under clauses (a) through (c) and clause (f) above in an amount not be greater than the amount required to pay the Debt so refinanced, provided such Debt shall contain terms substantially equivalent to (or more favorable to the Company than) the terms of the Debt being refinanced, and without limiting (ii) not extend the foregoing, any principal payment dates (including sinking fund payments) maturity date of the debt created cannot be earlier than the Debt refinanced; and any such Debt created to refinance any Debt subordinated to the Obligations under the Note Documents (or any part thereof) shall be expressly subordinated to such Obligations and contain subordination terms and such other terms and conditions which, in each case in the reasonable judgment of Purchaser and the Other Purchasers, are substantially equivalent (or more favorable to Purchasers) to those contained in the Debt being refinanced. Any , (iii) have a Weighted Average Life to Maturity equal to or greater than the Weighted Average Life to Maturity of the Debt originally permitted under clause being refinanced (iv) rank no more senior than the Debt being refinanced, and (v) contain terms and conditions at least as favorable to the Companies as the terms and conditions of the Debt being refinanced; (e) Old Trade Payables provided that the amount of Old Trade Payables outstanding at any time does not exceed $100,000. (f) above which is subsequently refinanced The New Intercompany Note permitted by Section 8.12 of this Agreement. Companies will not, and will not permit any Subsidiary to refinance, amend, restructure, reconstitute, replace or otherwise alter any term, covenant, condition or provision of any instrument evidencing any Debt outstanding on the Closing Date (including, without limitation, any Intercompany Note) other than to refinance such Debt as permitted by this clause (g) will constitute usage of the dollar amount limitations provided in such clause and, will, but only to the extent and in the amounts outstanding, reduce the amounts otherwise permitted thereunder; and (h) To the extent that any Subsidiary of the Company guarantees the obligations of the Company otherwise permitted hereunder pursuant to Section 9.14, Debt of the Company to such Subsidiaries8.1(d) above.