Section 6.01 (Indebtedness) Clause Samples

Section 6.01 (Indebtedness). Section 6.01 of the Credit Agreement is hereby amended to add a new clause (m) at the end thereof as follows:

Section 6.01 (Indebtedness) of the Credit Agreement is hereby amended by amending and restating clause (iii) of subsection (b) thereof in its entirety as follows: “and (iii) Indebtedness under the Second Lien Notes issued on the Closing Date or on or about the First Amendment Date and any related guarantees (including any notes and guarantees issued in exchange therefor in accordance with the registration rights document entered into in connection with the issuance of such Second Lien Notes and any related guarantees) and any refinancing or renewal of such Second Lien Notes (together with any notes and guarantees issued in exchange for such refinancing or renewed Indebtedness in accordance with any registration rights agreement entered into in connection therewith); provided that any such refinancing or renewal of such Second Lien Notes shall (A) be used solely to refinance (including the payment of premium, accrued and unpaid interest and fees and expenses in connection therewith) and replace such Second Lien Notes in full, (B) be in an aggregate principal amount not to exceed $240 million, (C) be subject to the terms of the Intercreditor Agreement and (D) contain terms and conditions no worse for the Secured Parties or the Loan Parties than those of such Second Lien Notes as in effect on the First Amendment Date;”.

Section 6.01 (Indebtedness) of the Credit Agreement is amended by (i) deleting the “and” at the end of existing clause (o) thereof, (ii) deleting the “.” at the end of existing clause (p) thereof and substituting “; and” in its place and (iii) inserting the following provision as new clause (q):

Section 6.01 (Indebtedness). The Lead Borrower shall not, nor shall it permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, assume or otherwise become or remain liable with respect to any Indebtedness, except: (a) the Secured Obligations (including any Additional Revolving Loans and/or Additional Revolving Commitments); (b) Indebtedness of the Lead Borrower to any Restricted Subsidiary and/or of any Restricted Subsidiary to the Lead Borrower or any other Restricted Subsidiary; provided that in the case of any Indebtedness of any Restricted Subsidiary that is not a Loan ​ Party owing to a Loan Party, such Indebtedness shall be permitted as an Investment by Section 6.06; provided further that any Indebtedness of any Loan Party to any Restricted Subsidiary that is not a Loan Party must be expressly subordinated to the Obligations of such Loan Party;

Section 6.01 (Indebtedness). Section 6.01 of the WC ------------------------- Credit Agreement is hereby amended by (a) deleting the word "and" appearing at the end of clause (f) thereof, (b) deleting the period at the end of clause (g) thereof and substituting therefor "; and" and (c) adding a new subsection (h) on page 50 as follows:

Section 6.01 (Indebtedness). No Loan Party will, nor will it permit any Subsidiary to, create, incur or suffer to exist any Indebtedness, except: (a) (i) the Secured Obligations and any other Indebtedness created under the Loan Documents and (ii) (A) Indebtedness under the ABL Credit Agreement in an aggregate principal amount for purposes of this clause (ii)(A) at any one time outstanding not to exceed $220,000,000 and (B) any Refinancing Indebtedness thereof; (b) Indebtedness existing on the Effective Date and set forth on Schedule 6.01 and Refinancing Indebtedness in respect thereof; (c) Indebtedness of the Borrower to any Subsidiary and of any Subsidiary to the Borrower or any other Subsidiary; provided that (i) Indebtedness of any Subsidiary that is not a Loan Party to the Borrower or any Subsidiary that is a Loan Party shall be subject to Section 6.04 83 and (ii) Indebtedness of the Borrower to any Subsidiary and Indebtedness of any Subsidiary that is a Loan Party to any Subsidiary that is not a Loan Party shall be subordinated to the Secured Obligations on terms reasonably satisfactory to the Administrative Agent; (d) Guarantees by the Borrower of Indebtedness of any Subsidiary and by any Subsidiary of Indebtedness of the Borrower or any other Subsidiary; provided that (i) the Indebtedness so Guaranteed is permitted by this Section 6.01, (ii) Guarantees by the Borrower or any Subsidiary that is a Loan Party of Indebtedness of any Subsidiary that is not a Loan Party shall be subject to Section 6.04 and (iii) Guarantees permitted under this clause (d) shall be subordinated to the Secured Obligations of the applicable Subsidiary on the same terms as the Indebtedness so Guaranteed is subordinated to the Secured Obligations; (i) Indebtedness of the Borrower or any Subsidiary incurred to finance the acquisition, construction or improvement of any fixed or capital assets (whether or not constituting purchase money Indebtedness), including Capital Lease Obligations and any Indebtedness assumed in connection with the acquisition of any such assets or secured by a Lien on any such assets prior to the acquisition thereof and (ii) Refinancing Indebtedness in respect of Indebtedness incurred or assumed pursuant to clause (i) above; provided that (x) such Indebtedness is incurred prior to or within ninety (90) days after such acquisition or the completion of such construction or improvement and (y) the aggregate principal amount of Indebtedness at any time outstanding permitted by this clause...