Common use of Debt and Guaranties Clause in Contracts

Debt and Guaranties. No Company shall directly or indirectly, create, incur, or suffer to exist any direct, indirect, fixed, or contingent liability for any Debt, other than: (a) The Obligation; (b) Debt incurred by any Company under any Financial Hedge permitted by, and purchased and maintained in compliance with, the requirements of the Loan Documents; (c) Debt between Companies; (d) Funded Debt of the Companies existing on the Funding Date and listed on SCHEDULE 9.12 (counting revolving lines of credit as if they were fully drawn), together with all renewals, extensions, amendments, modifications, and refinancings thereof, so long as (x) the principal amount of any refinanced Debt shall not exceed the principal amount of the Debt being refinanced immediately prior to giving effect to any such refinancing ; and (y) no Default or Potential Default exists or arises as a result of any such renewal, extension, amendment, modification, or refinancing (collectively, the "EXISTING DEBT"); (e) Debt incurred or assumed by any Company for the purpose of financing all or any part of the cost of any asset (including Capital Leases and renewals, extensions, amendments, and modifications of such Debt), so long as (i) the aggregate amount of such Debt (together with any and all amendments, modifications, or refinancings thereof) does not exceed $20,000,000, and (ii) no Default or Potential Default then exists or arises as a result of such Debt incurrence; (f) Unsecured Debt of any Company not otherwise permitted by this SECTION 9.12 and unsecured guaranties thereof, so long as on any date of determination such Debt does not exceed, in the aggregate, $10,000,000;

Debt and Guaranties. No Company Borrower shall, nor shall any Borrower permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, or suffer to exist any direct, indirect, fixed, or contingent liability for any Debt, other than: (a) The ObligationObligation and Guaranties thereof; (b) Debt incurred by any Company under any Financial Hedge permitted by, and purchased and maintained in compliance with, the requirements of the Loan Documents; (c) Debt between Companies; (c) Deferred Management Fees which have been subordinated to the Obligation pursuant to the Management Fee Subordination Agreement; (d) Funded Debt incurred or assumed by any Company for the purpose of financing all or any part of the cost of any asset (including Capital Leases) and renewals, extensions, amendments, and modifications of such Debt, so long as (i) the aggregate amount of such Debt (together with any and all amendments, modifications, or refinancings thereof) does not exceed $150,000,000 at any time outstanding and (ii) no Default or Potential Default then exists or arises as a result of such Debt incurrence; (e) Subject to the provisions of Section 9.26, Affiliate Indebtedness; and (f) Debt of the Companies existing on the Funding Closing Date and listed described on SCHEDULE 9.12 (counting revolving lines of credit as if they were fully drawn)Schedule 9.12, together with all renewals, extensions, amendments, modifications, and refinancings thereof, so long as (x) the principal amount of any refinanced Debt shall not exceed the principal amount of the Debt being refinanced immediately prior to giving effect to any such refinancing refinancing; and (y) no Default or Potential Default exists or arises as a result of any such renewal, extension, amendment, modification, or refinancing (collectively, the "EXISTING DEBT"); (e) Debt incurred or assumed by any Company for the purpose of financing all or any part of the cost of any asset (including Capital Leases and renewals, extensions, amendments, and modifications of such Debt), so long as (i) the aggregate amount of such Debt (together with any and all amendments, modifications, or refinancings thereof) does not exceed $20,000,000, and (ii) no Default or Potential Default then exists or arises as a result of such Debt incurrence; (f) Unsecured Debt of any Company not otherwise permitted by this SECTION 9.12 and unsecured guaranties thereof, so long as on any date of determination such Debt does not exceed, in the aggregate, $10,000,000;refinancing.

Debt and Guaranties. No Company shall directly or indirectly, create, incur, or suffer to exist any direct, indirect, fixed, or contingent liability for any Debt, other than: (a) The ObligationObligation and Guaranties thereof; (b) Debt incurred by any Company under any Financial Hedge permitted by, and purchased and maintained in compliance with, the requirements of the Loan Documents; (c) Debt between Companies; (d) Funded Trade Debt for goods furnished or services rendered in the ordinary course of business and payable in accordance with customary trade terms that are not more than 90 days past due; (e) Endorsements of checks or drafts in the ordinary course of business; Credit Agreement 70 (f) Debt of the Companies existing on the Funding Closing Date and listed on SCHEDULE Schedule 9.12 (counting revolving lines of credit as if they were fully drawn)not to exceed $15,000,000, together with all renewals, extensions, amendments, modifications, and refinancings thereof, so long as (x) the principal amount of any refinanced Debt shall not exceed the principal amount of the Debt being refinanced immediately prior to giving effect to any such refinancing ; and (y) no Default or Potential Default exists or arises as a result of any such renewal, extension, amendment, modification, or refinancing (collectively, the "EXISTING DEBTExisting Debt"); (eg) Debt incurred or assumed by any Company for the purpose of financing all or any part of the cost of any asset (including Capital Leases and renewals, extensions, amendments, and modifications of such Debt), so long as (i) the aggregate amount of such Debt (together with any and all amendments, modifications, or refinancings thereof) does not exceed $20,000,00075,000,000, and (ii) no Default or Potential Default then exists or arises as a result of such Debt incurrence;; and (fh) Unsecured Debt of any Company not otherwise permitted by this SECTION Section 9.12 and unsecured guaranties Guaranties thereof, so long as on any date of determination such Debt does not exceed, in the aggregate, the difference between (i) $10,000,000;15,000,000 and (ii) the outstanding principal amount of the Existing Debt.

Debt and Guaranties. No Company Restricted Borrower shall, nor shall any Restricted Borrower permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, or suffer to exist any direct, indirect, fixed, or contingent liability for any Debt, other than: (a) The ObligationObligation and Guaranties thereof; (b) Debt incurred by any Company under any Financial Hedge permitted by, and purchased and maintained in compliance with, the requirements of the Loan Documents; (c) Debt between Companies; (dc) Funded Debt of Deferred Management Fees which have been subordinated to the Companies existing on Obligation pursuant to the Funding Date and listed on SCHEDULE 9.12 (counting revolving lines of credit as if they were fully drawn), together with all renewals, extensions, amendments, modifications, and refinancings thereof, so long as (x) the principal amount of any refinanced Debt shall not exceed the principal amount of the Debt being refinanced immediately prior to giving effect to any such refinancing ; and (y) no Default or Potential Default exists or arises as a result of any such renewal, extension, amendment, modification, or refinancing (collectively, the "EXISTING DEBT")Management Fee Subordination Agreement; (ed) Debt incurred or assumed by any Company for the purpose of financing all or any part of the cost of any asset (including Capital Leases and renewals, extensions, amendments, and modifications of such Debt), so long as (i) the aggregate amount of such Debt (together with any and all amendments, modifications, or refinancings thereof) does not exceed $20,000,000, 150,000,000 at any time outstanding and (ii) no Default or Potential Default then exists or arises as a result of such Debt incurrence; (e) Subject to the provisions of Section 9.26, Affiliate Debt; and (f) Unsecured Debt of any Company not otherwise permitted by this SECTION 9.12 the Companies existing on the Closing Date and unsecured guaranties described on Schedule 9.12, together with all renewals, extensions, amendments, modifications, and refinancings thereof, so long as on (x) the principal amount of any date refinanced Debt shall not exceed the principal amount of determination the Debt being refinanced immediately prior to giving effect to any such Debt does not exceedrefinancing; and (y) no Default or Potential Default exists or arises as a result of any such renewal, in the aggregateextension, $10,000,000;amendment, modification, or refinancing.

Debt and Guaranties. No Company Loan Party shall (nor shall any Loan Party ------------------- permit any of its Foreign Subsidiaries to) directly or indirectly, create, incur, or suffer to exist any direct, indirect, fixed, or contingent liability for any Debt, other than: (a) The ObligationObligation and Guaranties thereof; (b) Debt incurred by any Company the Companies under any Financial Hedge permitted by, and purchased and maintained in compliance with, the requirements of the Loan Documents; (c) Debt between CompaniesCompanies subject to the approval of, and on terms acceptable to, Administrative Agent; (d) Funded Trade Debt for goods furnished or services rendered in the ordinary course of business and payable in accordance with customary trade terms that are not more than 90 days past due; (e) Debt of the Companies existing arising under Capital Leases not to exceed $1,000,000 in the aggregate on the Funding Date and listed on SCHEDULE 9.12 (counting revolving lines any date of credit as if they were fully drawn)determination, together with all renewals, extensions, amendments, modifications, and refinancings thereof, so long as (x) the principal amount of any refinanced Debt shall not exceed the principal amount of the Debt being refinanced immediately prior other than Capital Leases entered into pursuant to giving effect to any such refinancing ; and (y) no Default or Potential Default exists or arises as a result of any such renewal, extension, amendment, modification, or refinancing (collectively, the "EXISTING DEBT"Section 9.12(g); (ef) Endorsements of checks or drafts in the ordinary course of business; (g) Debt incurred or assumed by any Company for the purpose of financing all or any part of the cost of any asset (including Capital Leases and renewals, extensions, amendments, and modifications of such Debt), so long as (i) the aggregate amount of such Debt (together with any and all amendments, modifications, or refinancings thereof) does not exceed $20,000,0001,000,000, and (ii) no Default or Potential Default then exists or arises as a result of such Debt incurrence; (fh) Unsecured Debt of any Company not otherwise permitted by this SECTION 9.12 and unsecured guaranties thereofSection 9.12, so long as on any date of determination such Debt does not exceed, in the aggregate, $10,000,0001,000,000; (i) Debt of the Companies existing on the date hereof and described in Schedule 9.12 hereof; and (j) Not exceeding $1,000,000 aggregate outstanding IRB Debt of Companies acquired in Permitted Acquisitions.

Debt and Guaranties. No Company shall shall, directly or indirectly, create, incur, or suffer to exist any direct, indirect, fixed, or contingent liability for any Debt, other than: (a) The ObligationObligation and Guaranties thereof and Debt arising under any Financial Hedge with a Lender or an Affiliate of a Lender so long as such Financial Hedge constitutes a swap, collar, floor, cap, or other similar contract which is intended to reduce or eliminate the risk of fluctuation in interest rates on the Total Debt; (b) Debt incurred by any Company under any Financial Hedge permitted by, and purchased and maintained in compliance with, the requirements of the Loan Documents; (c) Debt between Companies; (d) Funded Debt of the Companies existing on the Funding Closing Date and listed described on SCHEDULE 9.12 (counting revolving lines of credit as if they were fully drawn)Schedule 9.12, together with all renewals, extensions, amendments, modifications, and refinancings thereof, so long as (x) the principal amount of any refinanced Debt shall not exceed the principal amount of the Debt being refinanced immediately prior to giving effect to any such refinancing refinancing; and (y) no Default or Potential Default exists or arises as a result of any such renewal, extension, amendment, modification, or refinancing refinancing; (collectivelyc) Debt incurred by Borrower under any Financial Hedge (other than Financial Hedges constituting Debt permitted by clauses (x) xxd (b) of this Section 9.12) not to exceed $25,000,000 prior to the Qualifying Date and $50,000,000 on and after the Qualifying Date in the aggregate on any date of determination; for the purposes of this Agreement, the "EXISTING DEBT"amount of Debt under any Financial Hedge shall be the amount determined on any date of determination, based on the assumption that such Financial Hedge had terminated on such date of determination, and in making such determination, if such Financial Hedge provides for the netting of amounts payable by and to Borrower thereunder or if such Financial Hedge provides for the simultaneous payment of amounts by and to Borrower, then in each such case, the amount of Debt shall be the net amount so determined; (d) Endorsements of checks or drafts in the ordinary course of business; (e) Debt of any Company (other than any Foreign Subsidiary) owed to any Loan Party; (f) Contingent liabilities of any Company for any Debt of any Loan Party; (g) Debt of any Foreign Subsidiary owed to any Loan Party or any contingent liabilities of any Loan Party with respect to the Debt of any Foreign Subsidiary, so long as and only to the extent that such loans or contingent obligations are permitted under Section 9.20(i) (as the case may be); (eh) Debt of any Company existing at the time any asset or Person is acquired by, or merged or consolidated with or into, any Company (and renewals, extensions, amendments, and modifications of such Debt), so long as (i) such Debt was not incurred in contemplation of such acquisition, merger, or consolidation, (ii) no Default or Potential Default then exists or arises as a result thereof, (iii) no other Company (other than the existing obligors at the time such Person or asset was acquired or guaranties by Borrower to the extent permitted by Section 9.12(f)) shall have or incur any direct or indirect liability for such Debt, and (iv) the principal amount of any such Debt shall not be increased by any renewal, extension, amendment, modification, or refinancing thereof (unless such increased amount is otherwise permitted to be incurred in compliance with Section 9.12(j)); (i) Debt incurred or assumed by any Company for the purpose of financing all or any part of the cost of any asset (including Capital Leases and renewals, extensions, amendments, and modifications of such Debt), so long as (i) the aggregate amount of such Debt (together with any and all amendments, modifications, or refinancings thereof) does not exceed $20,000,00025,000,000 prior to the Qualifying Date and $50,000,000 on and after the Qualifying Date, and (ii) no Default or Potential Default then exists or arises as a result of such Debt incurrence; (fj) Unsecured Debt of any Company not otherwise permitted by this SECTION 9.12 and unsecured guaranties thereofSection 9.12, so long as on any date of determination such Debt does not exceed, exceed in the aggregateaggregate $25,000,000 prior to the Qualifying Date and $50,000,000 on and after the Qualifying Date; (k) Debt of any Loan Party not otherwise permitted by this Section 9.12 incurred or created so long as (i) no Default or Potential Default exists on the date any such Debt is created or arises as a result of any Debt incurrence or Borrowing thereunder; (ii) the provisions of the documents evidencing such Debt are not materially more restrictive (as reasonably determined by Administrative Agent) than the provisions of the Loan Documents, $10,000,000;including, without limitation, any requirements for mandatory prepayments or redemptions at any time where similar payments are not required under the Loan Documents; (iii) such Debt does not mature earlier than one year following the Termination Date for the Revolver Facility and shall amortize in such amounts and on such dates as are reasonably acceptable to Administrative Agent; (iv) such Debt is unsecured; and (v) the documents pursuant to which such Debt is issued (including, without limitation, any subordination provisions therein) are reasonably satisfactory to Administrative Agent and its counsel; and (l) Debt incurred by Coors Porcelain Company concurrently with the consummation of the Ceramics Spinoff.