Common use of Debt and Guaranties Clause in Contracts

Debt and Guaranties. No Loan Party (OTHER THAN Communications) shall nor shall they permit any of their 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 Obligation and Guaranties thereof; (b) Debt incurred by the Companies under any Financial Hedge permitted by, and purchased and maintained in compliance with, the requirements of the Loan Documents; (c) Debt between Companies; (d) Debt of any Company owed to Communications, SO LONG AS such Debt is unsecured, unguaranteed, and subordinate in right of payment to the Obligation pursuant to an Affiliate Subordination Agreement, and SO LONG AS such Subordinated Debt and Affiliate Subordination Agreement are upon terms satisfactory to Administrative Agent; PROVIDED HOWEVER, THAT, the subordination provisions shall permit repayments of such Debt at such times, in such amounts, for the express purposes, and subject to the conditions, as specified in SECTION 9.20(m); and (e) Debt of any Cellular Partnership Obligor owed to any Company, SO LONG AS (i) such Debt is evidenced by a Cellular Partnership Promissory Note the form and terms of which, including amortization schedules, are acceptable to Administrative Agent and which, among other things, provide that (x) all payments made pursuant to the Guaranty of such Cellular Partnership Obligor or under the other Loan Documents shall be deemed a repayment of a corresponding portion of the amounts outstanding under such Cellular Partnership Obligor's Cellular Partnership Note and (y) 100% of the Operating Cash Flow of such Cellular Partnership Obligor is dedicated to payment of the Debt arising under such Cellular Partnership Promissory Notes; (ii) such Cellular Partnership Promissory Notes and all partnership interests of the Companies in such Cellular Partnership Obligor are pledged or assigned by the appropriate Companies to Administrative Agent, for the benefit of Lenders, pursuant to appropriate Collateral Documents; (iii) each Cellular Partnership Obligor has executed a Guaranty and has granted Liens in and to all its assets in favor of Administrative Agent (for the benefit of Lenders) by execution and delivery to Administrative Agent of all Collateral Documents required by Administrative Agent; (iv) each Cellular Partnership Obligor, by execution of a Guaranty, agrees to be bound by certain terms, representations, covenants, and other provisions of the Loan Documents applicable to Cellular Partnership Obligors, including without limitation, the restrictions on Distributions and Restricted Payments in SECTION 9.20; and (v) such Cellular Partnership Obligor has delivered all such searches, opinions, financing statements, and other documents reasonably requested by Administrative Agent; PROVIDED THAT, to the extent any "DEFAULT" exists with respect to any Cellular Partnership Obligor's Cellular Partnership Note, such Cellular Partnership Obligor is not permitted to incur any additional Debt with any Company whether under such Cellular Partnership Obligor's Cellular Partnership Note or otherwise. (f) 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; (g) Debt of the Companies arising under Capital Leases not to exceed $30,000,000 in the aggregate on any date of determination, OTHER THAN Capital Leases entered into pursuant to SECTION 9.12(i); (h) Endorsements of checks or drafts in the ordinary course of business; (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 $50,000,000, and (ii) no Default or Potential Default then exists or arises as a result of such Debt incurrence; (j) Unsecured Debt of any Company not otherwise permitted by this SECTION 9.12, SO LONG AS on any date of determination such Debt does not exceed, in the aggregate, $10,000,000; and (k) Debt of any Foreign Subsidiary of Borrower not to exceed $2,500,000 in the aggregate on any date of determination.

Debt and Guaranties. No Loan Party (OTHER THAN Communications) shall nor shall they permit any Subsidiary of their Foreign Subsidiaries toBorrower shall, directly or indirectly, create, incur, or suffer to exist any direct, indirect, fixed, or contingent liability for any Debt, OTHER THANother than: (ai) The Obligation and Guaranties thereof; (bii) Debt incurred by of Black Mesa Holdings, Inc. and Black Mesa Pipeline, Inc. existing on the Companies under any Financial Hedge permitted byClosing Date as described in Schedule 10.1 (but not renewals, and purchased and maintained extensions or increases in compliance withor of, the requirements of the Loan Documentssuch Debt); (c) Debt between Companies; (d) Debt of any Company owed to Communications, SO LONG AS such Debt is unsecured, unguaranteed, and subordinate in right of payment to the Obligation pursuant to an Affiliate Subordination Agreement, and SO LONG AS such Subordinated Debt and Affiliate Subordination Agreement are upon terms satisfactory to Administrative Agent; PROVIDED HOWEVER, THAT, the subordination provisions shall permit repayments of such Debt at such times, in such amounts, for the express purposes, and subject to the conditions, as specified in SECTION 9.20(m); and (e) Debt of any Cellular Partnership Obligor owed to any Company, SO LONG AS (i) such Debt is evidenced by a Cellular Partnership Promissory Note the form and terms of which, including amortization schedules, are acceptable to Administrative Agent and which, among other things, provide that (x) all payments made pursuant to the Guaranty of such Cellular Partnership Obligor or under the other Loan Documents shall be deemed a repayment of a corresponding portion of the amounts outstanding under such Cellular Partnership Obligor's Cellular Partnership Note and (y) 100% of the Operating Cash Flow of such Cellular Partnership Obligor is dedicated to payment of the Debt arising under such Cellular Partnership Promissory Notes; (ii) such Cellular Partnership Promissory Notes and all partnership interests of the Companies in such Cellular Partnership Obligor are pledged or assigned by the appropriate Companies to Administrative Agent, for the benefit of Lenders, pursuant to appropriate Collateral Documents; (iii) each Cellular Partnership Obligor has executed a Guaranty and has granted Liens in and to all its assets in favor of Administrative Agent (for the benefit of Lenders) by execution and delivery to Administrative Agent of all Collateral Documents required by Administrative Agent; (iv) each Cellular Partnership Obligor, by execution of a Guaranty, agrees to be bound by certain terms, representations, covenants, and other provisions of the Loan Documents applicable to Cellular Partnership Obligors, including without limitation, the restrictions on Distributions and Restricted Payments in SECTION 9.20; and (v) such Cellular Partnership Obligor has delivered all such searches, opinions, financing statements, and other documents reasonably requested by Administrative Agent; PROVIDED THAT, to the extent any "DEFAULT" exists with respect to any Cellular Partnership Obligor's Cellular Partnership Note, such Cellular Partnership Obligor is not permitted to incur any additional Debt with any Company whether under such Cellular Partnership Obligor's Cellular Partnership Note or otherwise. (f) 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; (g) Debt of the Companies arising under Capital Leases not to exceed $30,000,000 in the aggregate on any date of determination, OTHER THAN Capital Leases entered into pursuant to SECTION 9.12(i); (hiv) Endorsements of checks or drafts in the ordinary course of business; (iv) Debt incurred or assumed by any Company for of NBPC described on Schedule 10.1 and other Debt of NBPC, so long as the purpose NBPC Capitalization Ratio does not exceed 0.65 to 1.0; (vi) Other Debt of financing all or any part of Subsidiaries (other than NBPC and other than Black Mesa Holdings, to the cost of any asset extent otherwise permitted under clause (including Capital Leases and renewals, extensions, amendments, and modifications of such Debt), SO LONG AS (iii) the aggregate amount of such Debt (together with any and all amendments, modifications, or refinancings thereofabove) which does not exceed $50,000,00040,000,000 outstanding at any time in the aggregate; (vii) Debt of Subsidiaries resulting from loans made by Borrower to Intermediate Partnership, loans by Intermediate Partnership to another Subsidiary or other loans by a Subsidiary to another Subsidiary; provided, however, that any Debt of Intermediate Partnership resulting from loans made by any Subsidiary to Intermediate Partnership shall be subordinated on terms and conditions satisfactory to Administrative Agent and the Required Lenders in right of payment to its obligations under the Guaranty; (iiviii) The guaranty by Intermediate Partnership of Borrower's obligations under the Senior Notes and the guaranty by Intermediate Partnership of Borrower's obligations under the 2001 Senior Notes; and (ix) Debt of Intermediate Partnership and Borrower pursuant to the Lost Creek Construction Loan Sponsor Guarantee, provided that the principal amount of the loan guaranteed pursuant thereto may not exceed 35% of $66 million; provided, however, no Debt otherwise permitted under this Section 10.1 shall be permitted if, after giving effect to the incurrence thereof, any Default or Potential Default then exists or arises as a result of such Debt incurrence; (j) Unsecured Debt of any Company not otherwise permitted by this SECTION 9.12, SO LONG AS on any date of determination such Debt does not exceed, in the aggregate, $10,000,000; and (k) Debt of any Foreign Subsidiary of Borrower not to exceed $2,500,000 in the aggregate on any date of determinationshall have occurred and be continuing.

Debt and Guaranties. (a) No Loan Party (OTHER THAN Communications) shall nor shall they permit any of their Foreign Subsidiaries toCompany or Guarantor shall, directly or indirectly, create, incur, or suffer to exist any direct, indirect, fixed, or contingent liability for any Debt, OTHER THAN: (ai) The Obligation and Guaranties thereofObligation; (bii) The 364-Day Facility Obligation; (iii) Debt incurred by the Companies Borrower under any Financial Hedge permitted by, and purchased and maintained in compliance with, the requirements of the Loan DocumentsHedge; (civ) Debt between Companies; (dv) Debt of any Company owed Borrower to Communications, Communications SO LONG AS such Debt is unsecured, unguaranteed, and subordinate in right of payment to the Obligation pursuant to an Affiliate Subordination Agreement, and SO LONG AS such Subordinated Debt and Affiliate Subordination Agreement are upon terms satisfactory to Administrative Agent; PROVIDED HOWEVER, THAT, the subordination provisions shall permit repayments of such Debt may be made at such times, in such amounts, for the express purposes, and subject to the conditions, as specified in SECTION 9.20(m9.21(d); and (evi) Debt of any Cellular Partnership Obligor owed to any CompanyBorrower, SO LONG AS (iA) such Debt is evidenced by a Cellular Partnership Promissory Note the Notes whose form and terms of whichterms, including amortization schedules, are acceptable to Administrative Agent and which, among other things, provide that (x) all payments made pursuant to the Guaranty of such Cellular Partnership Obligor or under the other Loan Documents shall be deemed a repayment of a corresponding portion of the amounts outstanding under such Cellular Partnership Obligor's Cellular Partnership Note and (y) 100% of the Operating Cash Flow of such Cellular Partnership Obligor is dedicated to payment of the Debt arising under such Cellular Partnership Promissory NotesAgent; (iiB) such Cellular Partnership Promissory Notes and all partnership interests of the Companies in such Cellular Partnership Obligor are pledged or assigned by the appropriate Companies to Administrative Collateral Agent, for the benefit of Lenders and the 364-Day Facility Lenders, pursuant to appropriate Collateral Documents; (iiiC) each Cellular Partnership Obligor has executed a Guaranty and has granted Liens in and to all its assets in favor of Administrative Collateral Agent (for the benefit of Lenders and the 364-Day Facility Lenders) by execution and delivery to Administrative Collateral Agent of all Collateral Documents required by Administrative Collateral Agent; (iv) each Cellular Partnership Obligor, by execution of a Guaranty, agrees to be bound by certain terms, representations, covenants, and other provisions of the Loan Documents applicable to Cellular Partnership Obligors, including without limitation, the restrictions on Distributions and Restricted Payments in SECTION 9.20; and (vD) such Cellular Partnership Obligor has delivered all such searches, opinions, financing statements, and other documents reasonably requested by Administrative Agent or Collateral Agent; PROVIDED THAT, to the extent any "DEFAULT" exists with respect to any Cellular Partnership Obligor's Cellular Partnership Note, such Cellular Partnership Obligor is not permitted to incur any additional Debt with any Company whether under such Cellular Partnership Obligor's Cellular Partnership Note or otherwise.; (fvii) Trade Debt for goods furnished or services rendered incurred in the ordinary course of business and payable in accordance with customary trade terms that are not more than 90 days past due;for value received; and (gviii) Debt of the Companies arising under Capital Leases not to exceed $30,000,000 5,000,000 in the aggregate on any date of determination, OTHER THAN Capital Leases entered into pursuant to SECTION 9.12(i);. (hb) Endorsements No Company or Guarantor shall guarantee or assume or agree to become liable in any way, either directly or indirectly, for any Debt or liability of others, except (i) endorsements of checks or drafts in the ordinary course of business; (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 $50,000,000, business and (ii) no Default or Potential Default then exists or arises as a result the obligations of such Debt incurrence; (j) Unsecured Debt of any Company not otherwise permitted by this SECTION 9.12, SO LONG AS on any date of determination such Debt does not exceed, in the aggregate, $10,000,000; and (k) Debt of any Foreign Subsidiary of Borrower not to exceed $2,500,000 in Companies and Guarantors under the aggregate on any date of determinationGuaranty.

Debt and Guaranties. (a) No Loan Party (OTHER THAN Communications) shall nor shall they permit any of their Foreign Subsidiaries toCompany or Guarantor shall, directly or indirectly, create, incur, or suffer to exist any direct, indirect, fixed, or contingent liability for any Debt, OTHER THAN: (ai) The Obligation and Guaranties thereofObligation; (bii) The Revolver/Acquisition Obligation; (iii) Debt incurred by the Companies Borrower under any Financial Hedge permitted by, and purchased and maintained in compliance with, the requirements of the Loan DocumentsHedge; (civ) Debt between Companies; (dv) Debt of any Company owed Borrower to Communications, Communications SO LONG AS such Debt is unsecured, unguaranteed, and subordinate in right of payment to the Obligation pursuant to an Affiliate Subordination Agreement, and SO LONG AS such Subordinated Debt and Affiliate Subordination Agreement are upon terms satisfactory to Administrative Agent; PROVIDED HOWEVER, THAT, the subordination provisions shall permit repayments of such Debt may be made at such times, in such amounts, for the express purposes, and subject to the conditions, as specified in SECTION 9.20(m9.21(d); and (evi) Debt of any Cellular Partnership Obligor owed to any CompanyBorrower, SO LONG AS (iA) such Debt is evidenced by a Cellular Partnership Promissory Note the Notes whose form and terms of whichterms, including amortization schedules, are acceptable to Administrative Agent and which, among other things, provide that (x) all payments made pursuant to the Guaranty of such Cellular Partnership Obligor or under the other Loan Documents shall be deemed a repayment of a corresponding portion of the amounts outstanding under such Cellular Partnership Obligor's Cellular Partnership Note and (y) 100% of the Operating Cash Flow of such Cellular Partnership Obligor is dedicated to payment of the Debt arising under such Cellular Partnership Promissory NotesAgent; (iiB) such Cellular Partnership Promissory Notes and all partnership interests of the Companies in such Cellular Partnership Obligor are pledged or assigned by the appropriate Companies to Administrative Collateral Agent, for the benefit of Lenders and the Revolver/Acquisition Lenders, pursuant to appropriate Collateral Documents; (iiiC) each Cellular Partnership Obligor has executed a Guaranty and has granted Liens in and to all its assets in favor of Administrative Collateral Agent (for the benefit of Lenders and the Revolver/Acquisition Lenders) by execution and delivery to Administrative Collateral Agent of all Collateral Documents required by Administrative Collateral Agent; (iv) each Cellular Partnership Obligor, by execution of a Guaranty, agrees to be bound by certain terms, representations, covenants, and other provisions of the Loan Documents applicable to Cellular Partnership Obligors, including without limitation, the restrictions on Distributions and Restricted Payments in SECTION 9.20; and (vD) such Cellular Partnership Obligor has delivered all such searches, opinions, financing statements, and other documents reasonably requested by Administrative Agent or Collateral Agent; PROVIDED THAT, to the extent any "DEFAULT" exists with respect to any Cellular Partnership Obligor's Cellular Partnership Note, such Cellular Partnership Obligor is not permitted to incur any additional Debt with any Company whether under such Cellular Partnership Obligor's Cellular Partnership Note or otherwise.; (fvii) Trade Debt for goods furnished or services rendered incurred in the ordinary course of business and payable in accordance with customary trade terms that are not more than 90 days past due;for value received; and (gviii) Debt of the Companies arising under Capital Leases not to exceed $30,000,000 5,000,000 in the aggregate on any date of determination, OTHER THAN Capital Leases entered into pursuant to SECTION 9.12(i);. (hb) Endorsements No Company or Guarantor shall guarantee or assume or agree to become liable in any way, either directly or indirectly, for any Debt or liability of others, except (i) endorsements of checks or drafts in the ordinary course of business; (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 $50,000,000, business and (ii) no Default or Potential Default then exists or arises as a result the obligations of such Debt incurrence; (j) Unsecured Debt of any Company not otherwise permitted by this SECTION 9.12, SO LONG AS on any date of determination such Debt does not exceed, in the aggregate, $10,000,000; and (k) Debt of any Foreign Subsidiary of Borrower not to exceed $2,500,000 in Companies and Guarantors under the aggregate on any date of determinationGuaranty.