Common use of Borrower Indebtedness Clause in Contracts

Borrower Indebtedness. In the case of the Borrower, incur, issue, create, assume or permit to exist any Indebtedness other than: (a) Indebtedness outstanding on the Effective Date and set forth in Schedule 6.14; ---- (b) Indebtedness under the New Senior Notes; (c) Indebtedness under the Loan Documents, including any Indebtedness in the form of Deferred Amounts and interest thereon required to be paid to the Lenders pursuant to Section 6.16 in connection with the making a Permitted Dividend; (d) Indebtedness secured by a Lien permitted by Section 6.01; (e) Indebtedness arising in connection with a Sale/Leaseback Transaction permitted by Section 6.02(a)(i), 6.02(a)(ii) or 6.02(a)(iii); ---------- ----------- ------------ (f) Indebtedness in the form of Acceptable Subordinated Loans; (g) Indebtedness maturing after the Term Loan Maturity Date; (h) Indebtedness owing to another Loan Party; (i) Indebtedness represented by standby letters of credit, trade letters of credit or documentary letters of credit, in each case to the extent incurred in the ordinary course of business of the Borrower and in an aggregate principal or face amount not to exceed $20,000,000 at any time; (j) Indebtedness represented by industrial revenue bonds to finance capital expenditures incurred to reduce NOx emissions in the Houston/Galveston region pursuant to a Texas Natural Resource Conservation Commission plan; and (k) any other Indebtedness; provided that the sum (without duplication) of (A) all Indebtedness which would not be permitted but for this Section 6.14(k), (B) all Indebtedness and Preferred Stock of Material ------- Subsidiaries which would not be permitted but for Section 6.03(g) (other than ------- any Guarantee by any Loan Party of Indebtedness of the Borrower permitted by this Section), (C) all Indebtedness and other monetary obligations secured by Liens which would not be permitted but for clause Section 6.01(x) and (D) all ------- obligations of the Borrower and the Material Subsidiaries in respect of Sale/Leaseback Transactions referred to in Section 6.02(a)(iv), shall not exceed ----------- $75,000,000; provided further, that for purposes of determining compliance at any time with this Section 6.14(k), the amounts of any other monetary ------- obligations referred to in subclause (C) above or of any obligations (other than Capitalized Lease Obligations) referred to in subclause (D) above shall be the stated or determinable amounts of such obligations at such time, unless the amounts of such obligations shall not be stated or determinable, in which case the amounts of such obligations shall be deemed to be the maximum reasonably anticipated liability of the Borrower and the Material Subsidiaries in respect thereof as determined in good faith by the Borrower.

Borrower Indebtedness. In the case Borrower shall not, nor shall it permit any of the Borrowerits Subsidiaries to, directly or indirectly, create, incur, issue, create, assume or permit guaranty, or otherwise become or remain directly or indirectly liable with respect to exist any Indebtedness other thanIndebtedness, except: (a) the Obligations including any Indebtedness outstanding on the Effective Date and set forth in Schedule 6.14; ----under any Hedge Agreement with any Lender Counterparty; (b) Indebtedness of any Guarantor Subsidiary to Borrower or to any other Guarantor Subsidiary, or of Borrower to any Guarantor Subsidiary; provided, (i) all such Indebtedness shall be evidenced by promissory notes and all such notes shall be subject to a First Priority Lien pursuant to the Pledge and Security Agreement, (ii) all such Indebtedness shall be unsecured and subordinated in right of payment to the payment in full of the Obligations pursuant to the terms of the applicable promissory notes or an intercompany subordination agreement that, in any such case, is reasonably satisfactory to Administrative Agent (Administrative Agent and the Lenders hereby acknowledging and agreeing that such subordination provisions shall permit the free flow of funds among Borrower and the Guarantor Subsidiaries in connection with such Indebtedness prior to the occurrence of a Default and thereafter upon the cure or waiver of such Default), and (iii) any payment by any such Guarantor Subsidiary under any guaranty of the New Senior Notes;Obligations shall result in a pro tanto reduction of the amount of any Indebtedness owed by such Subsidiary to Borrower or to any of its Subsidiaries for whose benefit such payment is made; 110 (c) Indebtedness under the Loan Documentswhich may be deemed to exist pursuant to any guaranties, including any Indebtedness performance bonds, surety bonds , statutory, appeal or similar obligations (other than for borrowed money) incurred in the form ordinary course of Deferred Amounts and interest thereon required to be paid to the Lenders pursuant to Section 6.16 in connection with the making a Permitted Dividendbusiness; (d) guaranties by Borrower of Indebtedness secured of a Guarantor Subsidiary or guaranties by a Lien Subsidiary of Borrower of Indebtedness of Borrower or a Guarantor Subsidiary with respect, in each case, to Indebtedness otherwise permitted by to be incurred pursuant to this Section 6.016.1; (e) Indebtedness arising described in connection with a Sale/Leaseback Transaction Schedule 6.1, but not any extensions, renewals or replacements of such Indebtedness except (i) renewals and extensions expressly provided for in the agreements evidencing any such Indebtedness as the same are in effect on the date of this Agreement and (ii) refinancings and extensions of any such Indebtedness if the terms and conditions thereof are not less favorable to the obligor thereon or to the Lenders than the Indebtedness being refinanced or extended, and the average life to maturity thereof is greater than or equal to that of the Indebtedness being refinanced or extended; provided, such Indebtedness permitted by Section 6.02(a)(i), 6.02(a)(iiunder the immediately preceding clause (i) or 6.02(a)(iii); ---------- ----------- ------------(ii) above shall not (A) include Indebtedness of an obligor that was not an obligor with respect to the Indebtedness being extended, renewed or refinanced, (B) exceed in a principal amount the Indebtedness being renewed, extended or refinanced or (C) be incurred, created or assumed if any Default or Event of Default has occurred and is continuing or would result therefrom; (f) Indebtedness with respect to Capital Leases in the form of Acceptable Subordinated Loansan aggregate amount not to exceed at any time $15,000,000; and (g) Indebtedness maturing after the Term Loan Maturity Date; (h) Indebtedness owing to another Loan Party; (i) Indebtedness represented by standby letters of credit, trade letters of credit or documentary letters of credit, in each case with respect to the extent incurred financing of fixed or capital assets secured by Liens permitted in the ordinary course of business of the Borrower and Section 6.2(g) in an aggregate principal or face amount not to exceed $20,000,000 at any time; (j) Indebtedness represented by industrial revenue bonds to finance capital expenditures incurred to reduce NOx emissions in the Houston/Galveston region pursuant to a Texas Natural Resource Conservation Commission plan; and (k) any other Indebtedness; provided that the sum (without duplication) of (A) all Indebtedness which would not be permitted but for this Section 6.14(k), (B) all Indebtedness and Preferred Stock of Material ------- Subsidiaries which would not be permitted but for Section 6.03(g) (other than ------- any Guarantee by any Loan Party of Indebtedness of the Borrower permitted by this Section), (C) all Indebtedness and other monetary obligations secured by Liens which would not be permitted but for clause Section 6.01(x) and (D) all ------- obligations of the Borrower and the Material Subsidiaries in respect of Sale/Leaseback Transactions referred to in Section 6.02(a)(iv), shall not exceed ----------- $75,000,000; provided further, that for purposes of determining compliance at any time with this Section 6.14(k), the amounts of any other monetary ------- obligations referred to in subclause (C) above or of any obligations (other than Capitalized Lease Obligations) referred to in subclause (D) above shall be the stated or determinable amounts of such obligations at such time, unless the amounts of such obligations shall not be stated or determinable, in which case the amounts of such obligations shall be deemed to be the maximum reasonably anticipated liability of the Borrower and the Material Subsidiaries in respect thereof as determined in good faith by the Borrower$10,000,000.