Common use of Funded Debt Clause in Contracts

Funded Debt. Funded Debt" of any Person shall mean, without duplication, (i) all indebtedness for borrowed money or issued in exchange or substitution for borrowed money (including, without limitation, indebtedness evidenced by issued but uncashed checks or as amounts drawn against overdraft lines of credit), (ii) all liabilities of such Person evidenced by any note, bond, debenture or other debt security, (iii) all liabilities of such Person for the deferred purchase price of property or services (excluding operating leases) with respect to which such Person is liable, contingently or otherwise, as obligor or otherwise, including, without limitation, all incurred but unpaid liabilities with respect to former employees for which such Person is liable and all liabilities (whether earn-outs, indemnity payments, non-compete payments, consulting payments, bonuses, commissions or other forms of compensation or other similar payments) that may be payable as a result of or in connection with (x) the Merger or (y) any acquisition of, or investments in, another Person or in the assets of another Person (other than trade payables and other current liabilities incurred in the ordinary course of business which are not more than six months past due) by such Person, (iv) all commitments by which such Person assures a creditor against loss (including contingent reimbursement obligations with respect to letters of credit), other than such commitments that have been entered into in the ordinary course of business which are not more than six months past due, (v) all liabilities guaranteed in any manner by such Person (including guarantees in the form of an agreement to repurchase or reimburse, but excluding the guaranty of any WPZ Subsidiary of WPZ indebtedness that is considered Funded Debt), (vi) all liabilities under capitalized leases with respect to which such Person is liable, contingently or otherwise, as obligor, guarantor or otherwise, or with respect to which obligations another Person assures a creditor against loss; and (vii) any fees, penalties (including any prepayment or similar penalties triggered upon the consummation of the transactions contemplated hereunder) or accrued and unpaid interest on any of the foregoing items.

Funded Debt. Neither any Obligor nor any Subsidiary shall incur or maintain any Funded Debt" of any Person shall mean, other than, without duplication, the following (Funded Debt permitted under this Section 8.13 is hereafter referred to as “Permitted Debt”): (a) the Obligations; (b) Funded Debt described on Schedule 7.9; (c) Capital Leases of Equipment and purchase money secured Funded Debt incurred to purchase or refinance the purchase of Equipment or other fixed assets, provided that Liens securing the same attach only to the Equipment or other fixed assets acquired by the incurrence of such Funded Debt; (d) any Refinancing by an Obligor or any Subsidiary of Debt incurred in accordance with this Section 8.13; provided that (i) all indebtedness for borrowed money or issued in exchange or substitution for borrowed money the principal amount of such Refinanced Debt is not increased (includingexcept to the extent of interest, without limitationfees, indebtedness evidenced by issued but uncashed checks or as amounts drawn against overdraft lines of creditexpenses and premiums financed with such Refinancing), (ii) all liabilities of the Liens, if any, securing such Person evidenced by Refinanced Debt do not attach to any noteassets in addition to those assets, bondif any, debenture or other debt securitysecuring the Debt to be refinanced, (iii) all liabilities no Person that is not an obligor or guarantor of such Person for the deferred purchase price Debt shall become an obligor or guarantor of property or services (excluding operating leases) with respect to which such Refinanced Debt unless such Person is liablean Obligor hereunder; and (iv) the terms of such refunding, contingently renewal or otherwiseextension, taken as obligor a whole, are no less favorable to the Obligors, the Agent or otherwisethe Lenders than the original Debt; (e) intercompany Funded Debt among the Borrowers and their Subsidiaries to the extent the Investment represented thereby is permitted under Section 8.10 and such Funded Debt is subordinated to the repayment of the Obligations at least to the extent set forth in Section 14.5; (f) Funded Debt incurred in connection with a Permitted Acquisition, includingto the extent permitted under the definition of Permitted Acquisition that consists of (i) Funded Debt existing prior to the consummation of the Permitted Acquisition (and not incurred in contemplation thereof) that is permitted to be assumed by the Obligors pursuant to clause (c) above or otherwise does not exceed, without limitationin the aggregate, $25,000,000 and does not constitute a revolving credit facility, (ii) Funded Debt that constitutes a term loan so long as (1) the terms thereof are reasonably acceptable to the Agent and (2) prior to the making of such term loan, the Agent and the holder of such term debt enter into an intercreditor and lien subordination agreement reasonably acceptable to the Agent, and (iii) Funded Debt acceptable to the Agent that is incurred in favor of the seller in such Permitted Acquisition as a portion of the purchase price for such Permitted Acquisition, including all incurred but unpaid liabilities with respect to former employees for which such Person is liable and all liabilities (whether earn-outs, indemnity payments, Funded Debt under non-compete payments, consulting payments, bonuses, commissions or other forms of compensation or other similar payments) that may be payable as a result of or arrangements entered into in connection with such Permitted Acquisition that is acceptable to the Agent; (xg) the Merger or Guaranties and other recourse obligations of any Borrower to any Person that provides financing (y) any acquisition of, or investments in, another Person or whether in the assets form of another Person (other than trade payables and other current liabilities incurred a loan or a lease transaction) to one or more customers of Borrowers in order to enable such customers to pay all or a portion of the purchase price for Inventory sold by one or more Borrowers to such customers in the ordinary course of business which business; (h) Funded Debt incurred pursuant to the Senior Convertible Notes and the Senior Convertible Notes Indenture; (i) so long as no Default or Event of Default has occurred and is continuing, Funded Debt incurred in connection with the issuance of senior unsecured notes, that is not secured by any Lien, in an aggregate amount outstanding at any time not to exceed $300,000,000; (j) so long as the Specified Payment Conditions are satisfied, Funded Debt that is not more than six months past duesecured by any Lien so long as (A) by the documents evidencing such Person, Funded Debt contain no scheduled or mandatory prepayments of such Debt prior to the Stated Termination Date (iv) all commitments by which such Person assures a creditor against loss (including contingent reimbursement obligations with respect to letters of credit), other than prepayments required pursuant to such commitments that have been entered into in documents upon the ordinary course occurrence of business which are not more than six months past due, (v) all liabilities guaranteed in any manner by such Person (including guarantees in the form a Change of Control or an agreement to repurchase or reimburse, but excluding the guaranty of any WPZ Subsidiary of WPZ indebtedness that is considered Funded DebtAsset Disposition), (viB) all liabilities under capitalized leases with respect such Funded Debt does not mature prior to which such Person is liable, contingently or otherwise, as obligor, guarantor or otherwise, or with respect to which obligations another Person assures a creditor against loss; the Stated Termination Date and (viiC) Borrowers have demonstrated pro forma compliance with all financial covenants contained in the documents evidencing such Funded Debt. (k) Guaranties permitted by Section 8.12; (l) Funded Debt of Foreign Subsidiaries in an aggregate amount outstanding at any fees, penalties time not to exceed the sum of (including any prepayment or similar penalties triggered upon the consummation i) 85% of the transactions contemplated hereunderaccounts of such Foreign Subsidiaries and (ii) or accrued and unpaid interest on any 65% of the foregoing itemsnet book value of the inventory of such Foreign Subsidiaries; (m) Real Estate Financing, in an aggregate amount outstanding at any time not to exceed $20,000,000; (n) other Funded Debt, that is not secured by any Lien, in an aggregate amount outstanding at any time not to exceed $5,000,000; and (o) Funded Debt in an aggregate amount at any time not to exceed $120,000 in respect of the letter of credit issued by USAmeriBank for the account of the Obligors for so long as such letter of credit remains outstanding.

Funded Debt. Funded Debt" of any Person shall mean, As to the Borrower and its Subsidiaries and without duplication, the amount (iwhether such obligations are owing to any Affiliate of the Borrower or to any other Person) of: (a) all indebtedness for borrowed money or issued in exchange or substitution for borrowed money money; (including, without limitation, indebtedness evidenced by issued but uncashed checks or as amounts drawn against overdraft lines of credit), (iib) all liabilities of such Person evidenced by any note, bond, debenture or other debt security, (iii) all liabilities of such Person for obligations incurred as the deferred purchase price of property or services (excluding operating leases) with respect to which such Person is liable, contingently or otherwise, as obligor or otherwise, including, without limitation, all incurred but unpaid liabilities with respect to former employees for which such Person is liable and all liabilities (whether earn-outs, indemnity payments, non-compete payments, consulting payments, bonuses, commissions or other forms of compensation or other similar payments) that may be payable as a result of or in connection with (x) the Merger or (y) any acquisition of, or investments in, another Person or in the assets of another Person (other than (i) trade payables and other current liabilities incurred in the ordinary course of business which are not more than six months past due) by such Person, (iv) all commitments by which such Person assures a creditor against loss (including contingent reimbursement obligations with respect to letters of credit), other than such commitments that have been entered into in the ordinary course of business pursuant to ordinary terms, and (ii) ordinary course purchase price adjustments); (c) all reimbursement and other payment obligations with respect to letters of credit, bankers’ acceptances, surety bonds and other similar documents; (d) all obligations evidenced by promissory notes, bonds, debentures or other similar instruments, including all obligations so evidenced incurred in connection with the acquisition of property or any business; (e) all Capitalized Lease obligations and all indebtedness created under any conditional sale or other title retention agreements or sales of accounts receivable; (f) all non-recourse indebtedness of the kind described in clause (a) through clause (e) secured by liens on property of the obligor; and (g) all guaranty obligations in respect of indebtedness of the kind described in clause (a) through clause (f) above; excluding up to $25,000,000 in the aggregate of contingent liabilities of the Borrower and its Subsidiaries which are not more than six months past duerequired by Generally Accepted Accounting Principles to be disclosed on the balance sheet of the Borrower and its Subsidiaries. For all purposes of this Agreement, (v) all liabilities guaranteed in any manner by such Person (including guarantees in the form of an agreement to repurchase or reimburse, but excluding the guaranty of any WPZ Subsidiary of WPZ indebtedness that is considered term “Funded Debt)” shall not include, (vi) all liabilities under capitalized leases with respect to the Borrower and its Subsidiaries, the contractual and other similar obligations of the Borrower and its Subsidiaries with respect to any Monetization Transactions. The term “Monetization Transaction” means, with respect to any Equity Interests owned by the Borrower or any of its Subsidiaries (an “Owner”) in any Person or Persons that are not directly, or indirectly through one or more intermediaries, controlled by the Owners, any transaction, agreement, device or arrangement (A) which such Person is liableresults in an Owner receiving payments on account of entering into contractual or other similar obligations and granting rights in, contingently or otherwise, as obligor, guarantor or otherwise, to or with respect to such Equity Interests, or (B) by which obligations another Person assures a creditor an Owner xxxxxx against loss; and (vii) any fees, penalties (including any prepayment or similar penalties triggered upon the consummation of the transactions contemplated hereunder) or accrued and unpaid interest on any of the foregoing itemsprice fluctuation with respect to such Equity Interests.

Funded Debt. Funded Debt" (a) all Indebtedness of the Consolidated Companies for borrowed money and all Indebtedness of the Consolidated Companies evidenced by bonds, debentures, notes, loan agreements or other similar instruments which interest charges are customarily paid or accrued; $ (b) to the extent such Indebtedness is drawn and unreimbursed, the maximum amount (after giving effect to any Person shall meanprior drawings or reductions which may have been reimbursed) of all letters of credit (including standby and commercial), without duplicationbankers’ acceptances, bank guaranties, surety bonds, performance bonds and similar instruments issued or created by or for the account of the Consolidated Companies; $ (c) [reserved]; (d) to the extent such Indebtedness is due before the Latest Maturity Date, all obligations of the Consolidated Companies from installment purchases of property, Persons, or services or representing the deferred purchase price for property or services (other than trade accounts payable in the Ordinary Course of Business) and other similar deferred purchase price obligations (including earn-outs or other contingent consideration for acquisitions or other Investments), in each case, to the extent constituting liabilities under GAAP; $ (e) [reserved]; (f) [reserved]; (g) all obligations of the Consolidated Companies in respect of Disqualified Capital Stock, to the extent such Disqualified Capital Stock (i) all indebtedness matures or is mandatorily redeemable (other than solely for borrowed money Qualified Capital Stock), pursuant to a sinking fund obligation or issued in exchange or substitution for borrowed money (including, without limitation, indebtedness evidenced by issued but uncashed checks or as amounts drawn against overdraft lines of credit)otherwise, (ii) all liabilities is redeemable at the option of such Person evidenced by any notethe holder thereof (other than solely for Qualified Capital Stock), bond, debenture in whole or other debt securityin part, (iii) all liabilities of such Person provides for the deferred purchase price scheduled payment of property dividends in cash or services (excluding operating leases) with respect to which such Person is liable, contingently or otherwise, as obligor or otherwise, including, without limitation, all incurred but unpaid liabilities with respect to former employees for which such Person is liable and all liabilities (whether earn-outs, indemnity payments, non-compete payments, consulting payments, bonuses, commissions or other forms of compensation or other similar payments) that may be payable as a result of or in connection with (x) the Merger or (y) any acquisition of, or investments in, another Person or in the assets of another Person (other than trade payables and other current liabilities incurred in the ordinary course of business which are not more than six months past due) by such Person, (iv) all commitments by which such Person assures a creditor against loss is or becomes convertible into or exchangeable for Indebtedness or any other Capital Stock that would constitute Disqualified Capital Stock, in each case, prior to the Latest Maturity Date; $ (including contingent reimbursement obligations with respect to letters of credit), other than such commitments that have been entered into in the ordinary course of business which are not more than six months past due, (vh) all liabilities guaranteed in any manner by such Person (including guarantees in the form of an agreement to repurchase or reimburse, but excluding the guaranty of any WPZ Subsidiary of WPZ indebtedness that is considered Funded Debt), (vi) all liabilities under capitalized leases with respect to which such Person is liable, contingently or otherwise, as obligor, guarantor or otherwise, or with respect to which obligations another Person assures a creditor against loss; and (vii) any fees, penalties (including any prepayment or similar penalties triggered upon the consummation Guaranty Obligations of the transactions contemplated hereunder) or accrued and unpaid interest on Consolidated Companies in respect of any of the foregoing items.foregoing; and $ (i) trade payables more than ninety (90) days past due. $

Funded Debt. Funded Debt" of any Person shall mean, As to the Borrower and its Subsidiaries and without duplication, the amount (iwhether such obligations are owing to any Parent Affiliated Company or to any other Person) of: (a) all indebtedness for borrowed money or issued in exchange or substitution for borrowed money money; (including, without limitation, indebtedness evidenced by issued but uncashed checks or as amounts drawn against overdraft lines of credit), (iib) all liabilities of such Person evidenced by any note, bond, debenture or other debt security, (iii) all liabilities of such Person for obligations incurred as the deferred purchase price of property or services (excluding operating leases) with respect to which such Person is liable, contingently or otherwise, as obligor or otherwise, including, without limitation, all incurred but unpaid liabilities with respect to former employees for which such Person is liable and all liabilities (whether earn-outs, indemnity payments, non-compete payments, consulting payments, bonuses, commissions or other forms of compensation or other similar payments) that may be payable as a result of or in connection with (x) the Merger or (y) any acquisition of, or investments in, another Person or in the assets of another Person (other than (i) trade payables and other current liabilities incurred in the ordinary course of business which are not more than six months past due) by such Person, (iv) all commitments by which such Person assures a creditor against loss (including contingent reimbursement obligations with respect to letters of credit), other than such commitments that have been entered into in the ordinary course of business pursuant to ordinary terms, and (ii) ordinary course purchase price adjustments); (c) all reimbursement and other payment obligations with respect to letters of credit, bankers’ acceptances, surety bonds and other similar documents; (d) all obligations evidenced by promissory notes, bonds, debentures or other similar instruments, including all obligations so evidenced incurred in connection with the acquisition of property or any business; (e) all Capitalized Lease obligations and all indebtedness created under any conditional sale or other title retention agreements or sales of accounts receivable; (f) all non-recourse indebtedness of the kind described in clause (a) through clause (e) secured by liens on property of the obligor; and (g) all guaranty obligations in respect of indebtedness of the kind described in clause (a) through clause (f) above; excluding up to $25,000,000 in the aggregate of contingent liabilities of the Borrower and its Subsidiaries which are not more than six months past duerequired by Generally Accepted Accounting Principles to be disclosed on the balance sheet of the Borrower and its Subsidiaries. For all purposes of this Agreement, (v) all liabilities guaranteed in any manner by such Person (including guarantees in the form of an agreement to repurchase or reimburse, but excluding the guaranty of any WPZ Subsidiary of WPZ indebtedness that is considered term “Funded Debt)” shall not include, (vi) all liabilities under capitalized leases with respect to which such Person is liablethe Borrower and its Subsidiaries, contingently or otherwise, as obligor, guarantor or otherwise, or the contractual and other similar obligations of the Borrower and its Subsidiaries with respect to which obligations another Person assures a creditor against loss; and (vii) any feesMonetization Transactions. The term “Monetization Transaction”means, penalties (including with respect to any prepayment Equity Interests owned by any Parent Affiliated Company, the Borrower or similar penalties triggered upon the consummation of the transactions contemplated hereunder) or accrued and unpaid interest on any of its Subsidiaries (an “Owner”) in any Person or Persons that are not directly, or indirectly through one or more intermediaries, controlled by the foregoing items.Owners, any transaction, agreement, device or arrangement which results in an Owner receiving payments on

Funded Debt. Funded Debt" of any Person shall mean, As to the Borrower and its Subsidiaries and without duplication, the amount (iwhether such obligations are owing to any Parent Affiliated Company or to any other Person) of: (a) all indebtedness for borrowed money or issued in exchange or substitution for borrowed money money; (including, without limitation, indebtedness evidenced by issued but uncashed checks or as amounts drawn against overdraft lines of credit), (iib) all liabilities of such Person evidenced by any note, bond, debenture or other debt security, (iii) all liabilities of such Person for obligations incurred as the deferred purchase price of property or services (excluding operating leases) with respect to which such Person is liable, contingently or otherwise, as obligor or otherwise, including, without limitation, all incurred but unpaid liabilities with respect to former employees for which such Person is liable and all liabilities (whether earn-outs, indemnity payments, non-compete payments, consulting payments, bonuses, commissions or other forms of compensation or other similar payments) that may be payable as a result of or in connection with (x) the Merger or (y) any acquisition of, or investments in, another Person or in the assets of another Person (other than (i) trade payables and other current liabilities incurred in the ordinary course of business which are not more than six months past due) by such Person, (iv) all commitments by which such Person assures a creditor against loss (including contingent reimbursement obligations with respect to letters of credit), other than such commitments that have been entered into in the ordinary course of business pursuant to ordinary terms, and (ii) ordinary course purchase price adjustments); (c) all reimbursement and other payment obligations with respect to letters of credit, bankers’ acceptances, surety bonds and other similar documents; (d) all obligations evidenced by promissory notes, bonds, debentures or other similar instruments, including all obligations so evidenced incurred in connection with the acquisition of property or any business; (e) all Capitalized Lease obligations and all indebtedness created under any conditional sale or other title retention agreements or sales of accounts receivable; (f) all non-recourse indebtedness of the kind described in clause (a) through clause (e) secured by liens on property of the obligor; and (g) all guaranty obligations in respect of indebtedness of the kind described in clause (a) through clause (f) above; excluding up to $25,000,000 in the aggregate of contingent liabilities of the Borrower and its Subsidiaries which are not more than six months past duerequired by Generally Accepted Accounting Principles to be disclosed on the balance sheet of the Borrower and its Subsidiaries. For all purposes of this Agreement, (v) all liabilities guaranteed in any manner by such Person (including guarantees in the form of an agreement to repurchase or reimburse, but excluding the guaranty of any WPZ Subsidiary of WPZ indebtedness that is considered term “Funded Debt)” shall not include, (vi) all liabilities under capitalized leases with respect to the Borrower and its Subsidiaries, the contractual and other similar obligations of the Borrower and its Subsidiaries with respect to any Monetization Transactions. The term “Monetization Transaction” means, with respect to any Equity Interests owned by any Parent Affiliated Company, the Borrower or any of its Subsidiaries (an “Owner”) in any Person or Persons that are not directly, or indirectly through one or more intermediaries, controlled by the Owners, any transaction, agreement, device or arrangement (A) which such Person is liableresults in an Owner receiving payments on account of entering into contractual or other similar obligations and granting rights in, contingently or otherwise, as obligor, guarantor or otherwise, to or with respect to such Equity Interests, or (B) by which obligations another Person assures a creditor an Owner xxxxxx against loss; and (vii) any fees, penalties (including any prepayment or similar penalties triggered upon the consummation of the transactions contemplated hereunder) or accrued and unpaid interest on any of the foregoing itemsprice fluctuation with respect to such Equity Interests.