Common use of Note Subordinated to Senior Debt Clause in Contracts

Note Subordinated to Senior Debt. The payment of principal of, -------------------------------- interest on, and all other amounts payable with respect to, this Note (collectively, the "Subordinated Payments") are hereby subordinated and junior --------------------- in right of payment, to the extent and in the manner set forth herein to all Senior Debt. As used herein, the term "Senior Debt" shall mean with respect to ----------- the Company (i) (A) all indebtedness for money borrowed from any bank, trust company, insurance company or other financial institution, including commercial paper and accounts receivable sold or assigned by the Company to such institutions outstanding as of ______ [the date of the Purchase Agreement], (B) all obligations of the Company as lessee under leases of real or personal property outstanding as of ________ [the date of the Purchase Agreement] and (C) any indebtedness or obligations from any refinancing, replacements or extensions of any of the foregoing to the extent that the principal amount so refinanced, replaced or extended is not increased as a result thereof, provided, any such indebtedness or obligation under this clause (i) is not convertible into Common Stock and (ii) (A) all other indebtedness for money borrowed from any bank, trust company, insurance company or other financial institution, including commercial paper and accounts receivable sold or assigned by the Company to such institutions designated as Senior by the Company in a written notice to the Holder and (B) all obligations of the Company as lessee under other leases of real or personal property designated as Senior Debt by the Company in a written notice to the Holder, provided, any such indebtedness or obligation under this clause (ii) is not convertible into Common Stock, provided further, that at no time shall the aggregate amount of principal and rental payments (as applicable) designated by the Company as Senior Debt pursuant to this clause (ii) exceed $20,000,000 (and any purported designation in excess thereof shall be void and of no effect). This Section 3 shall constitute a continuing offer to all persons who, in reliance upon such provisions, become holders of, or continue to hold, Senior Debt, whether now outstanding or hereafter created, incurred, assumed or guaranteed, and such provisions are made for the benefit of the holders of Senior Debt. This Note is binding upon the Company and its permitted successors and assigns and the Holder and its endorsees, each of whom, by its acceptance of this Note, agrees to be bound by and comply with all of the provisions of this Note. For the avoidance of doubt, nothing in this Section 3.1 shall prohibit the Company from incurring indebtedness for money borrowed or obligations under leases not constituting Senior Debt hereunder. CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. ASTERISKS DENOTE OMISSIONS.

Note Subordinated to Senior Debt. The payment of principal of, -------------------------------- interest onCompany covenants and agrees, and Holder by its acceptance hereof likewise covenants and agrees, that all payments of the principal of and interest on this Note and all expenses, reimbursements and other amounts payable with respect to, owing under this Note (collectively, collectively the "Subordinated PaymentsDebt") are hereby shall be subordinated and junior --------------------- in right accordance with the provisions of payment, this Section 3 to the extent and prior payment in the manner set forth herein to full of all Senior DebtDebt of Company. As used hereinFor purposes of this Note, the term "Senior Debt" shall mean with respect to ----------- the Company mean, collectively (i) the Obligations (Aas defined in the Credit Agreement dated on or about the date hereof (the "Exit Facility")) all indebtedness for money borrowed from any bank, trust company, insurance company or other financial institution, including commercial paper and accounts receivable sold or assigned by among the Company to such and certain of its affiliates, the financial institutions party thereto (the "Lenders") and Citicorp USA, Inc., as agent for the Lenders (the "Administrative Agent"), and all renewals, extensions, refundings and refinancings thereof (the "Credit Agreement"), (ii) other indebtedness used for general corporate purposes of Company and its subsidiaries designated as Senior Debt, provided that the aggregate outstanding as of ______ [the date principal amount of the Purchase Agreement], (B) all obligations of the Company as lessee under leases of real or personal property outstanding as of ________ [the date of the Purchase Agreement] and (C) any indebtedness or obligations from any refinancing, replacements or extensions of any of the foregoing referred to the extent that the principal amount so refinanced, replaced or extended is not increased as a result thereof, provided, any such indebtedness or obligation under this clause in clauses (i) is not convertible into Common Stock and (ii) above does not exceed $150,000,000, and (Aiii) all premium, if any, interest (including, without limitation, interest accruing at the rate provided for in the documents evidencing such Senior Debt after the commencement of any proceedings of the type referred to in Section 2(d) or 2(e) hereof, whether or not an allowed claim in such proceeding) on the loans and other indebtedness for money borrowed from any bankextensions of credit referred to in clauses (i) and (ii), trust companyand all reasonable expenses, insurance company or reasonable fees (including, without limitation, reasonable attorneys fees), reimbursements, indemnities and other financial institution, including commercial paper and accounts receivable sold or assigned by the Company to such institutions designated as Senior by the Company in a written notice amounts owing pursuant to the Holder indebtedness referred to in clauses (i) and (B) all obligations of the Company as lessee under other leases of real or personal property designated as Senior Debt by the Company in a written notice to the Holder, provided, any such indebtedness or obligation under this clause (ii) is not convertible into Common Stock, provided further, that at no time shall the aggregate amount of principal and rental payments (as applicable) designated by the Company as Senior Debt pursuant to this clause (ii) exceed $20,000,000 (and any purported designation in excess thereof shall be void and of no effect). This Section 3 shall constitute a continuing offer to all persons who, in reliance upon such provisions, become holders of, or continue to hold, Senior Debt, whether now outstanding or hereafter created, incurred, assumed or guaranteed, and such provisions are made for the benefit of the holders of Senior Debt. This Note is binding upon the Company and its permitted successors and assigns and the Holder and its endorsees, each of whom, by its acceptance of this Note, agrees to be bound by and comply with all of the provisions of this Note. For the avoidance of doubt, nothing in this Section 3.1 shall prohibit the Company from incurring indebtedness for money borrowed or obligations under leases not constituting Senior Debt hereunder. CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. ASTERISKS DENOTE OMISSIONS.

Note Subordinated to Senior Debt. The payment of principal of, -------------------------------- interest onCompany covenants and agrees, and Holder by its acceptance hereof likewise covenants and agrees, that all payments of the principal of and interest on this Note and all expenses, reimbursements and other amounts payable with respect to, owing under this Note (collectively, collectively the "Subordinated PaymentsDebt") are hereby shall be subordinated and junior --------------------- in right accordance with the provisions of payment, this Section 3 to the extent and prior payment in the manner set forth herein to full of all Senior DebtDebt of Company. As used hereinFor purposes of this Note, the term "Senior Debt" shall mean with respect to ----------- the Company mean, collectively (i) the Obligations (Aas defined in the Credit Agreement dated on or about the date hereof (the "Exit Facility")) all indebtedness for money borrowed from any bank, trust company, insurance company or other financial institution, including commercial paper and accounts receivable sold or assigned by among the Company to such and certain of its affiliates, the financial institutions party thereto (the "Lenders") and Citicorp USA, Inc., as agent for the Lenders (the "Administrative Agent"), and all renewals, extensions, refundings and refinancings thereof (the "Credit Agreement"), (ii) other indebtedness used for general corporate purposes of Company and its subsidiaries designated as Senior Debt, provided that the aggregate outstanding as of ______ [the date principal amount of the Purchase Agreement], (B) all obligations of the Company as lessee under leases of real or personal property outstanding as of ________ [the date of the Purchase Agreement] and (C) any indebtedness or obligations from any refinancing, replacements or extensions of any of the foregoing referred to the extent that the principal amount so refinanced, replaced or extended is not increased as a result thereof, provided, any such indebtedness or obligation under this clause in clauses (i) is not convertible into Common Stock and (ii) above does not exceed $150,000,000, and (Aiii) all premium, if any, interest (including, without limitation, interest accruing at the rate provided for in the documents evidencing such Senior Debt after the commencement of any proceedings of the type referred to in Section 2(d) or 2(e) hereof, whether or not an allowed claim in such proceeding) on the loans and other indebtedness for money borrowed from any bankextensions of credit referred to in clauses (i) and (ii), trust companyand all expenses, insurance company or fees (including, without limitation, attorneys fees), reimbursements, indemnities and other financial institution, including commercial paper and accounts receivable sold or assigned by the Company to such institutions designated as Senior by the Company in a written notice amounts owing pursuant to the Holder indebtedness referred to in clauses (i) and (B) all obligations of the Company as lessee under other leases of real or personal property designated as Senior Debt by the Company in a written notice to the Holder, provided, any such indebtedness or obligation under this clause (ii) is not convertible into Common Stock, provided further, that at no time shall the aggregate amount of principal and rental payments (as applicable) designated by the Company as Senior Debt pursuant to this clause (ii) exceed $20,000,000 (and any purported designation in excess thereof shall be void and of no effect). This Section 3 shall constitute a continuing offer to all persons who, in reliance upon such provisions, become holders of, or continue to hold, Senior Debt, whether now outstanding or hereafter created, incurred, assumed or guaranteed, and such provisions are made for the benefit of the holders of Senior Debt. This Note is binding upon the Company and its permitted successors and assigns and the Holder and its endorsees, each of whom, by its acceptance of this Note, agrees to be bound by and comply with all of the provisions of this Note. For the avoidance of doubt, nothing in this Section 3.1 shall prohibit the Company from incurring indebtedness for money borrowed or obligations under leases not constituting Senior Debt hereunder. CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. ASTERISKS DENOTE OMISSIONS.

Note Subordinated to Senior Debt. The payment of principal of, -------------------------------- interest on, and all other amounts payable with respect to, this Note (collectively, the "Subordinated Payments") are hereby subordinated and junior --------------------- in right of payment, to the extent and in the manner set forth herein to all Senior Debt. As used herein, the term "Senior Debt" shall mean with respect to ----------- the Company (i) (A) all indebtedness for money borrowed from any bank, trust company, insurance company or other financial institution, including commercial paper and accounts receivable sold or assigned by the Company to such institutions outstanding as of ______ [the date of the Purchase Agreement]February 23, 2001, (B) all obligations of the Company as lessee under leases of real or personal property outstanding as of ________ [the date of the Purchase Agreement] February 23, 2001 and (C) any indebtedness or obligations from any refinancing, replacements or extensions of any of the foregoing to the extent that the principal amount so refinanced, replaced or extended is not increased as a result thereof, provided, ; provided any such indebtedness or obligation under this clause (i) is not convertible into Common Stock and (ii) (A) all other indebtedness for money borrowed from any bank, trust company, insurance company or other financial institution, including commercial paper and accounts receivable sold or assigned by the Company to such institutions designated as Senior by the Company in a written notice to the Holder and (B) all obligations of the Company as lessee under other leases of real or personal property designated as Senior Debt by the Company in a written notice to the Holder, provided, any such indebtedness or obligation under this clause (ii) is not convertible into Common Stock, provided further, that at no time shall the aggregate amount of principal and rental payments (as applicable) designated by the Company as Senior Debt pursuant to this clause (ii) exceed $20,000,000 (and any purported designation in excess thereof shall be void and of no effect). This Section 3 shall constitute a continuing offer to all persons who, in reliance upon such provisions, become holders of, or continue to hold, Senior Debt, whether now outstanding or hereafter created, incurred, assumed or guaranteed, and such provisions are made for the benefit of the holders of Senior Debt. This Note is binding upon the Company and its permitted successors and assigns and the Holder and its endorsees, each of whom, by its acceptance of this Note, agrees to be bound by and comply with all of the provisions of this Note. For the avoidance of doubt, nothing in this Section 3.1 shall prohibit the Company from incurring indebtedness for money borrowed or obligations under leases not constituting Senior Debt hereunder. CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. ASTERISKS DENOTE OMISSIONS.