Common use of Priority Debt Clause in Contracts

Priority Debt. The Company will not, at any date, permit Priority Debt to exceed (a) prior to the last day of the fiscal quarter in which the Folgers Acquisition Date occurs, 25% of Consolidated Total Capitalization (determined as of the last day of the then most recently ended fiscal quarter of the Company) and (b) thereafter, 15% of Consolidated Total Capitalization (determined as of the last day of the then most recently ended fiscal quarter of the Company or determined as of such date if such date shall be the last day of a fiscal quarter of the Company); provided, however, that no Lien created pursuant to Section 10.7(g) shall secure any Primary Senior Debt unless the Notes are equally and ratably secured by all property subject to such Lien and no Subsidiary shall guaranty or otherwise become obligated in respect of any Primary Senior Debt unless such Subsidiary guaranties, or becomes similarly obligated in respect of, the Notes and such Debt is subject to the terms of the Intercreditor Agreement (or an intercreditor agreement in form and substance reasonably satisfactory to the Required Holders), in each case all pursuant to documentation reasonably satisfactory to the Required Holders; provided, further, however, that notwithstanding anything contained in this Section 10.6 to the contrary, the Company shall be under no obligation to (but may in its sole discretion) require any Foreign Subsidiary to guaranty the Debt under this Agreement and the Notes to the extent such Foreign Subsidiary’s obligations under all Primary Senior Debt consist solely of direct borrowings solely to such Foreign Subsidiary or a group of Foreign Subsidiaries (a “Foreign Borrowing”) or guaranties of a Foreign Borrowing by another Foreign Subsidiary.

Priority Debt. The Company will not, at any date, permit Priority Debt to exceed (a) prior to the last day of the fiscal quarter in which the Folgers Acquisition Date occurs, 25% of Consolidated Total Capitalization (determined as of the last day of the then most recently ended fiscal quarter of the Company) and (b) thereafter, 15% of Consolidated Total Capitalization (determined as of the last day of the then most recently ended fiscal quarter of the Company or determined as of such date if such date shall be the last day of a fiscal quarter of the Company); provided, however, that (x) no Lien created pursuant to Section 10.7(g) shall secure any Primary Senior Debt unless the Notes are equally and ratably secured by all property subject to such Lien and (y) (i) no Subsidiary shall guaranty or otherwise be or become obligated in respect of any Primary Senior Debt unless such Subsidiary guaranties, or becomes similarly obligated in respect of, the Notes and (ii) such Primary Senior Debt (excluding (A) the Xxxxxxx LLC Debt and (B) the Indebtedness under the Folgers Bank Credit Agreement but including any refinancing, extension or replacement of the Indebtedness evidenced by the Folgers Bank Credit Agreement) is subject to the terms of the Intercreditor Agreement (or an intercreditor agreement in form and substance reasonably satisfactory to the Required Holders), in each case all pursuant to documentation reasonably satisfactory to the Required Holders; provided, further, however, that notwithstanding anything contained in this Section 10.6 to the contrary, the Company shall be under no obligation to (but may in its sole discretion) require any Foreign Subsidiary to guaranty the Debt under this Agreement and the Notes to the extent such Foreign Subsidiary’s obligations under all Primary Senior Debt consist solely of direct borrowings solely to such Foreign Subsidiary or a group of Foreign Subsidiaries (a “Foreign Borrowing”) or guaranties of a Foreign Borrowing by another Foreign Subsidiary.

Priority Debt. The Company will not, at any date, permit Priority Debt to exceed (a) prior The Borrower and its Subsidiaries will not create, incur, assume or permit to the last day exist Priority Debt in excess of the fiscal quarter in which the Folgers Acquisition Date occurs, 2520% of Consolidated Total Capitalization Net Worth (determined as of the last day of the then most recently ended four fiscal quarter period of the CompanyBorrower for which financial statements have been or are required to be delivered pursuant to Section 5.01(a) or (b)) at any time outstanding unless the Obligations shall be secured on an equal and ratable basis with such Priority Debt (or, in the case of Priority Debt secured by Liens of the type described in Section 6.02(e), the Obligations shall be secured in accordance with the Collateral Documents). (b) The Borrower will not, and will not permit any of its Subsidiaries to, provide Liens on any Property to secure any Indebtedness that in any such case would result in a Collateral/Covenant Event, unless (A) in the case of a Subsidiary, prior to such Subsidiary providing such Lien to secure such Indebtedness, such Subsidiary provides a Guarantee of the Obligations in accordance with Section 5.10(c) and (bB) thereaftersubstantially concurrently with the Borrower or such Subsidiary providing such Lien to secure such Indebtedness, 15% of Consolidated Total Capitalization (determined as of the last day of Borrower or such Subsidiary provides a perfected Lien to secure the then most recently ended fiscal quarter of Obligations in accordance with Section 5.09 and the Company or determined as holders of such date if such date shall be Indebtedness (or the last day agent or trustee on their behalf) executes and delivers to the Administrative Agent an Intercreditor Agreement or, after the initial execution and delivery thereof, a joinder thereto, as applicable. (c) During a Collateral/Covenant Suspension Period, the Borrower and its Subsidiaries will not create, incur, assume or permit to exist Priority Debt in the nature of a fiscal quarter of the Company); providedcredit facility, however, that no Lien created pursuant to Section 10.7(g) shall secure any Primary Senior Debt unless the Notes are equally and ratably secured by all property subject to such Lien and no Subsidiary shall guaranty asset-based financing or otherwise become obligated in respect of any Primary Senior Debt a debt security or note unless such Subsidiary guaranties, or becomes similarly obligated in respect of, the Notes Indebtedness and/or Liens would be permitted under Section 6.01 and such Debt is subject to the terms Section 6.02 of the Intercreditor Agreement (or an intercreditor agreement in form and substance reasonably satisfactory to the Required Holders)this Agreement, in each case all pursuant to documentation reasonably satisfactory to the Required Holders; provided, further, however, assuming for this purpose that notwithstanding anything contained a Collateral/Covenant Period is in this Section 10.6 to the contrary, the Company shall be under no obligation to (but may in its sole discretion) require any Foreign Subsidiary to guaranty the Debt under this Agreement and the Notes to the extent such Foreign Subsidiary’s obligations under all Primary Senior Debt consist solely of direct borrowings solely to such Foreign Subsidiary or a group of Foreign Subsidiaries (a “Foreign Borrowing”) or guaranties of a Foreign Borrowing by another Foreign Subsidiary.effect

Priority Debt. The Company will not, at any date, permit Priority Debt to exceed (a) prior to the last day of the fiscal quarter in which the Folgers Acquisition Date occurs, 25% of Consolidated Total Capitalization (determined as of the last day of the then most recently ended fiscal quarter of the Company) and (b) thereafter, 15% of Consolidated Total Capitalization (determined as of the last day of the then most recently ended fiscal quarter of the Company or determined as of such date if such date shall be the last day of a fiscal quarter of the Company); provided, however, that (x) no Lien created pursuant to Section 10.7(g) shall secure any Primary Senior Debt unless the Notes are equally and ratably secured by all property subject to such Lien and the (i) no Subsidiary shall guaranty or otherwise be or become obligated in respect of any Primary Senior Debt unless such Subsidiary guaranties, or becomes similarly obligated in respect of, the Notes and (ii) such Primary Senior Debt (excluding (A) the Xxxxxxx LLC Debt and (B) the Indebtedness under the Folgers Bank Credit Agreement but including any refinancing, extension or replacement of the Indebtedness evidenced by the Folgers Bank Credit Agreement) is subject to the terms of the Intercreditor Agreement (or an intercreditor agreement in form and substance reasonably satisfactory to the Required Holders), in each case all pursuant to documentation reasonably satisfactory to the Required Holders; provided, further, however, that notwithstanding anything contained in this Section 10.6 to the contrary, the Company shall be under no obligation to (but may in its sole discretion) require any Foreign Subsidiary to guaranty the Debt under this Agreement and the Notes to the extent such Foreign Subsidiary’s obligations under all Primary Senior Debt consist solely of direct borrowings solely to such Foreign Subsidiary or a group of Foreign Subsidiaries (a “Foreign Borrowing”) or guaranties of a Foreign Borrowing by another Foreign Subsidiary.

Priority Debt. The Company will not, Priority Debt at any date, permit Priority Debt time to exceed (a) prior to the last day of the fiscal quarter in which the Folgers Acquisition Date occurs, 2515% of Consolidated Total Capitalization Assets (determined as of the last day end of the then most recently ended fiscal quarter of the Company) and (b) thereafter, 15% of Consolidated Total Capitalization (determined as of the last day of the then most recently ended fiscal quarter of the Company or determined as of such date if such date shall be the last day of a fiscal quarter of the Company); provided, however, that no Lien created pursuant to Section 10.7(g10.2(j) shall secure any Primary Senior Debt Indebtedness owing under the Bank Credit Agreement unless the Notes are equally and ratably secured by all property subject to such Lien and no Subsidiary shall guaranty or otherwise become obligated in respect of any Primary Senior Debt such Indebtedness unless such Subsidiary guaranties, or becomes similarly obligated in respect of, the Notes and such Debt is subject to the terms of the Intercreditor Agreement (or an intercreditor agreement in form and substance reasonably satisfactory to the Required Holders)Notes, in each case all pursuant to documentation reasonably satisfactory to the Required Majority Holders; provided. Notwithstanding the foregoing, furtherany Foreign Subsidiary may become a borrower under the Bank Credit Agreement, howeverso long as it is liable only for the amount of its direct borrowings thereunder, that notwithstanding anything contained in this Section 10.6 to the contrary, and the Company shall not be under no obligation required to (but may in its sole discretion) require any cause such Foreign Subsidiary to guaranty the Debt Notes in accordance with this clause (c), if (i) no Default or Event of Default exists and is continuing at the time such Foreign Subsidiary becomes a borrower under this the Bank Credit Agreement and (ii) at such time the provision by such Foreign Subsidiary of a guaranty of the Notes would cause the earnings of such Foreign Subsidiary to the extent be treated as a deemed dividend to such Foreign Subsidiary’s obligations United States parent under all Primary Senior Debt consist solely the Code; provided, however, that a guaranty of direct borrowings solely the Notes from such Foreign Subsidiary shall be required to be delivered to the holders of Notes in accordance with this clause (c) on the earliest to occur thereafter of (x) a Default or Event of Default or (y) such time as the provision by such Foreign Subsidiary of a guaranty of the Notes would not cause the earnings of such Foreign Subsidiary to be treated as a deemed dividend to such Foreign Subsidiary or a group Subsidiary’s United States parent under the Code. (For the avoidance of Foreign Subsidiaries (a “Foreign Borrowing”) or guaranties of doubt, any borrowing by a Foreign Borrowing by another Subsidiary under the Bank Credit Agreement shall constitute Priority Debt unless such Foreign SubsidiarySubsidiary shall have provided a guaranty or shall have otherwise become obligated in respect of the Notes in accordance with the terms of this Section 10.1(c).) If during any test period for which EBITDA is being determined any acquisition or Disposition shall have been consummated, then for purposes of clauses (a) and (b) above EBITDA shall be determined on a pro forma basis as if such acquisition or Disposition shall have been consummated on the first day of such test period and any Indebtedness incurred or retired in connection therewith had been incurred or retired on such first day.

Priority Debt. The Company will not, at any date, permit Priority Debt to exceed (a) prior to the last day of the fiscal quarter in which the Folgers Acquisition Date occurs, 25% of Consolidated Total Capitalization (determined as of the last day of the then most recently ended fiscal quarter of the Company) and (b) thereafter, 15% of Consolidated Total Capitalization (determined as of the last day of the then most recently ended fiscal quarter of the Company or determined as of such date if such date shall be the last day of a fiscal quarter of the Company); provided, however, that (x) no Lien created pursuant to Section 10.7(g10.6(g) shall secure any Primary Senior Debt unless the Notes are equally and ratably secured by all property subject to such Lien and (y) (i) no Subsidiary shall guaranty or otherwise be or become obligated in respect of any Primary Senior Debt unless such Subsidiary guaranties, or becomes similarly obligated in respect of, the Notes and (ii) such Primary Senior Debt (excluding (A) the Xxxxxxx LLC Debt and (B) the Indebtedness under the Folgers Bank Credit Agreement but including any refinancing, extension or replacement of the Indebtedness evidenced by the Folgers Bank Credit Agreement) is subject to the terms of the Intercreditor Agreement (or an intercreditor agreement in form and substance reasonably satisfactory to the Required Holders), in each case all pursuant to documentation reasonably satisfactory to the Required Holders; provided, further, however, that notwithstanding anything contained in this Section 10.6 10.5 to the contrary, the Company shall be under no obligation to (but may in its sole discretion) require any Foreign Subsidiary to guaranty the Debt under this Agreement and the Notes to the extent such Foreign Subsidiary’s obligations under all Primary Senior Debt consist solely of direct borrowings solely to such Foreign Subsidiary or a group of Foreign Subsidiaries (a “Foreign Borrowing”) or guaranties of a Foreign Borrowing by another Foreign Subsidiary.

Priority Debt. The Company will not, Priority Debt at any date, permit Priority Debt time to exceed (a) prior to the last day of the fiscal quarter in which the Folgers Acquisition Date occurs, 2515% of Consolidated Total Capitalization Assets (determined as of the last day end of the then most recently ended fiscal quarter of the Company) and (b) thereafter, 15% of Consolidated Total Capitalization (determined as of the last day of the then most recently ended fiscal quarter of the Company or determined as of such date if such date shall be the last day of a fiscal quarter of the Company); provided, however, that no Lien created pursuant to Section 10.7(g10.2(j) shall secure Indebtedness owing under the Bank Credit Agreement or any Primary Senior Debt other note agreement to which the Company is a party unless the Notes are equally and ratably secured by all property subject to such Lien and no Subsidiary shall guaranty or otherwise become obligated in respect of any Primary Senior Debt such Indebtedness unless such Subsidiary guaranties, or becomes similarly obligated in respect of, the Notes, in each case pursuant to documentation reasonably satisfactory to the Majority Holders. Notwithstanding the foregoing, any Foreign Subsidiary may become a borrower under the Bank Credit Agreement, so long as it is liable only for the amount of its direct borrowings thereunder, and the Company shall not be required to cause such Foreign Subsidiary to guaranty the Notes in accordance with this clause (c), if (i) no Default or Event of Default exists and is continuing at the time such Foreign Subsidiary becomes a borrower under the Bank Credit Agreement and (ii) at such time the provision by such Foreign Subsidiary of a guaranty of the Notes would cause the earnings of such Foreign Subsidiary to be treated as a deemed dividend to such Foreign Subsidiary’s United States parent under the Code; provided, however, that a guaranty of the Notes from such Foreign Subsidiary shall be required to be delivered to the holders of Notes in accordance with this clause (c) on the earliest to occur thereafter of (x) a Default or Event of Default or (y) such time as the provision by such Foreign Subsidiary of a guaranty of the Notes would not cause the earnings of such Foreign Subsidiary to be treated as a deemed dividend to such Foreign Subsidiary’s United States parent under the Code. For the avoidance of doubt, (1) any borrowing by a Foreign Subsidiary under the Bank Credit Agreement shall constitute Priority Debt is subject to unless such Foreign Subsidiary shall have provided a guaranty or shall have otherwise become obligated in respect of the Notes in accordance with the terms of this Section 10.1(c), and (2) any Indebtedness owing under the Intercreditor Bank Credit Agreement (or an intercreditor any other note agreement to which the Company is a party that is secured by a Lien created pursuant to Section 10.2(j) shall cease to constitute Priority Debt for purposes of the first sentence of this Section 10.1(c) at such time as the Notes are equally and ratably secured by all property subject to such Lien pursuant to documentation in form and substance reasonably satisfactory to the Required Majority Holders), in each case all pursuant to documentation reasonably satisfactory including, without limitation, an intercreditor agreement and opinions of counsel to the Required Holders; providedCompany and/or any applicable Subsidiary, furtheras the case may be, however, that notwithstanding anything contained in this Section 10.6 from counsel reasonably acceptable to the contraryMajority Holders. If during any test period for which EBITDA is being determined any Business Acquisition or Business Disposition shall have been consummated, then for purposes of clauses (a) and (b) above EBITDA shall be determined on a pro forma basis as if such Business Acquisition or Business Disposition shall have been consummated on the first day of such test period and any Indebtedness incurred or retired in connection therewith had been incurred or retired on such first day. Notwithstanding the foregoing, the Company shall be permitted, but in no event (a) on more than three occasions while the Notes are outstanding, or (b) on more than two occasions during the period from the date hereof through and including the 5th anniversary of this Agreement, to increase the maximum Leverage Ratio permitted under no obligation Section 10.1(a) to 4.00 to 1.00 (but may the “Elevated Ratio”) for a period of four consecutive fiscal quarters in its sole discretionconnection with a Qualifying Material Acquisition occurring during the first of such four consecutive fiscal quarters, so long as the Company is in compliance on a pro forma basis with the maximum Leverage Ratio of 4.00 to 1.00 on the closing date of such Qualifying Material Acquisition immediately after giving effect (including giving effect on a pro forma basis) require to such Qualifying Material Acquisition; provided that (x) it is understood and agreed that the maximum Leverage Ratio permitted under Section 10.1(a) shall revert to 3.50 to 1.00 on the day immediately following the last day of such period, and such ratio shall apply thereafter until another such period (if any) is elected pursuant to an Elevated Ratio Notice (as described below) and (y) the Elevated Ratio shall not be in effect for more than four consecutive fiscal quarters at any Foreign Subsidiary time. Upon or before application of the Elevated Ratio, as contemplated by the preceding paragraph, the Company must deliver to guaranty each of the Debt under this Agreement holders of the Notes a written notice from a Senior Financial Officer (an “Elevated Ratio Notice”): (i) describing such Qualifying Material Acquisition (including the name of the Person or summary description of the assets being acquired and the Notes approximate purchase price) and stating that the Company is applying the Elevated Ratio and specifying the consecutive fiscal quarters of the Company (up to four, and including the fiscal quarter in which the Qualifying Material Acquisition occurred) for which the Elevated Ratio will apply (the “Elevated Ratio Period”), (ii) certifying that the Elevated Ratio is being applied in connection with one or more Qualifying Material Acquisitions, and (iii) confirming that during the Elevated Ratio Period, each Note then outstanding shall accrue interest at a rate which is 50 basis points (0.50%) higher than the coupon rate of such Note (the “Elevated Interest Rate”). Additional interest resulting from the application of the Elevated Interest Rate with respect to any Note shall: (A) accrue for the entire Elevated Ratio Period (including retroactively, as applicable), and (B) become due and payable to the extent holder of such Foreign Subsidiary’s obligations under all Primary Senior Debt consist solely Note commencing on the earlier of direct borrowings solely (1) the next interest payment date with respect to such Foreign Subsidiary Note following delivery of the Elevated Ratio Notice and (2) the date such Note shall have become due and payable as a result of its maturity, prepayment or a group acceleration. For the avoidance of Foreign Subsidiaries doubt, if the Company has, prior to the delivery of an Elevated Ratio Notice, paid interest for any portion of an Elevated Ratio Period at the original contract rate of interest as provided in the Notes, the payment due at the time provided in clause (a “Foreign Borrowing”B) or guaranties above shall include additional interest at the rate of a Foreign Borrowing by another Foreign Subsidiary0.50% percent per annum for such portion of such Elevated Ratio Period.

Priority Debt. The Company will not, Priority Debt at any date, permit Priority Debt time to exceed (a) prior to the last day of the fiscal quarter in which the Folgers Acquisition Date occurs, 2515% of Consolidated Total Capitalization Assets (determined as of the last day end of the then most recently ended fiscal quarter of the Company) and (b) thereafter, 15% of Consolidated Total Capitalization (determined as of the last day of the then most recently ended fiscal quarter of the Company or determined as of such date if such date shall be the last day of a fiscal quarter of the Company); provided, however, that no Lien created pursuant to Section 10.7(g10.2(j) shall secure any Primary Senior Debt Indebtedness owing under the Bank Credit Agreement unless the Notes are equally and ratably secured by all property subject to such Lien and no Subsidiary shall guaranty or otherwise become obligated in respect of any Primary Senior Debt such Indebtedness unless such Subsidiary guaranties, or becomes similarly obligated in respect of, the Notes and such Debt is subject to the terms of the Intercreditor Agreement (or an intercreditor agreement in form and substance reasonably satisfactory to the Required Holders)Notes, in each case all pursuant to documentation reasonably satisfactory to the Required Majority Holders; provided. Notwithstanding the foregoing, furtherany Foreign Subsidiary may become a borrower under the Bank Credit Agreement so long as it is liable only for the amount of its direct borrowings thereunder, however, that notwithstanding anything contained in this Section 10.6 to the contrary, and the Company shall not be under no obligation required to (but may in its sole discretion) require any cause such Foreign Subsidiary to guaranty the Debt Notes in accordance with this clause (c), if (1) no Default or Event of Default exists and is continuing at the time such Foreign Subsidiary becomes a borrower under this the Bank Credit Agreement and (2) at such time the provision by such Foreign Subsidiary of a guaranty of the Notes would cause the earnings of such Foreign Subsidiary to the extent be treated as a deemed dividend to such Foreign Subsidiary’s obligations United States parent under all Primary Senior Debt consist solely the Code; provided, however, that a guaranty of direct borrowings solely the Notes from such Foreign Subsidiary shall be required to be delivered to the holders of Notes in accordance with this clause (c) on the earliest to occur thereafter of (x) a Default or Event of Default or (y) such time as the provision by such Foreign Subsidiary of a guaranty of the Notes would not cause the earnings of such Foreign Subsidiary to be treated as a deemed dividend to such Foreign Subsidiary or a group Subsidiary’s United States parent under the Code. (For the avoidance of Foreign Subsidiaries (a “Foreign Borrowing”) or guaranties of doubt, any borrowing by a Foreign Borrowing by another Subsidiary under the Bank Credit Agreement shall constitute Priority Debt unless such Foreign SubsidiarySubsidiary shall have provided a guaranty or shall have otherwise become obligated in respect of the Notes in accordance with the terms of this Section 10.1(c).) If during any test period for which EBITDA is being determined any acquisition or Disposition shall have been consummated, then for purposes of clauses (a) and (b) above EBITDA shall be determined on a pro forma basis as if such acquisition or Disposition shall have been consummated on the first day of such test period and any Indebtedness incurred or retired in connection therewith had been incurred or retired on such first day.

Priority Debt. The Company will not, at any date, permit Priority Debt to exceed (a) prior to the last day of the fiscal quarter in which the Folgers Acquisition Date occurs, 25% of Consolidated Total Capitalization (determined as of the last day of the then most recently ended fiscal quarter of the Company) and (b) thereafter, 15% of Consolidated Total Capitalization (determined as of the last day of the then most recently ended fiscal quarter of the Company or determined as of such date if such date shall be the last day of a fiscal quarter of the Company); provided, however, that (x) no Lien created pursuant to Section 10.7(g10.6(g) shall secure any Primary Senior Debt unless the Notes are equally and ratably secured by all property subject to such Lien and (y) (i) no Subsidiary shall guaranty or otherwise be or become obligated in respect of any Primary Senior Debt unless such Subsidiary guaranties, or becomes similarly obligated in respect of, the Notes and (ii) such Primary Senior Debt is subject to the terms of the Intercreditor Agreement (or an intercreditor agreement in form and substance reasonably satisfactory to the Required Holders), in each case all pursuant to documentation reasonably satisfactory to the Required Holders; provided, further, however, that notwithstanding anything contained in this Section 10.6 10.5 to the contrary, the Company shall be under no obligation to (but may in its sole discretion) require any Foreign Subsidiary to guaranty the Debt under this Agreement and the Notes to the extent such Foreign Subsidiary’s obligations under all Primary Senior Debt consist solely of direct borrowings solely to such Foreign Subsidiary or a group of Foreign Subsidiaries (a “Foreign Borrowing”) or guaranties of a Foreign Borrowing by another Foreign Subsidiary.

Priority Debt. The Company will not, at any datetime, permit the aggregate amount of all Priority Debt to exceed (a) prior to the last day of the fiscal quarter in which the Folgers Acquisition Date occurs, 2515% of Consolidated Total Capitalization (Consolidated Total Capitalization to be determined as of the last day end of the then most recently ended fiscal quarter of the Company) other than Priority Debt consisting of (i) unsecured guaranties by Subsidiary Guarantors of Debt of Company, which Debt when incurred by Company did not result in a violation of Section 10.2(a) and the Subsidiary Guaranty shall be in effect or (bii) thereafter, 15% of Consolidated Total Capitalization (determined as of the last day of the then most recently ended fiscal quarter Debt of the Company under the Bank Agreement, evidenced by the 2005 Notes or determined the 1995 Notes, or constituting Hedging Obligations (as defined in the Bank Credit Agreement) owed to a Bank Lender or an Affiliate thereof, and guaranties by Subsidiary Guarantors of such date Debt, but only if such date the Subsidiary Guaranty shall be in effect, secured by security interests in Capital Stock of Foreign Incorporated Subsidiaries granted to the last day of a fiscal quarter Collateral Agent, but only if the Intercreditor Agreement shall be in effect and applicable thereto." Section 1.9. Section 10.3 of the Company); provided, however, that no Lien created pursuant to Section 10.7(g) Note Agreement shall secure any Primary Senior Debt unless be and is hereby amended by adding the Notes are equally words "and ratably secured by all property subject to such Lien and no Subsidiary shall guaranty or otherwise become obligated in respect an intercreditor agreement reasonably satisfactory to the Required Holder(s) among the holders of any Primary Senior Debt unless such Subsidiary guaranties, or becomes similarly obligated in respect of, the Notes and the holders of such Debt is subject to other obligations," after the terms of the Intercreditor Agreement (or words "an intercreditor agreement in form and substance reasonably satisfactory to the Required Holders), in each case all pursuant to documentation reasonably satisfactory to " of the Required Holders; provided, further, however, that notwithstanding anything contained in this first paragraph of Section 10.6 to 10.3 of the contrary, Note Agreement. Section 1.10. Section 10.3(j) of the Company Note Agreement shall be and is hereby amended by adding the words " and (2) except as otherwise provided in Section 10.2, no such Lien shall secure any Debt outstanding under no obligation to (but may in its sole discretion) require any Foreign Subsidiary to guaranty the Debt under this Agreement and Bank Credit Agreement" at the Notes to the extent end of such Foreign Subsidiary’s obligations under all Primary Senior Debt consist solely of direct borrowings solely to such Foreign Subsidiary or a group of Foreign Subsidiaries (a “Foreign Borrowing”) or guaranties of a Foreign Borrowing by another Foreign SubsidiarySection 10.3(j).

Priority Debt. The Company will not, at any date, permit Priority Debt to exceed (a) prior to the last day of the fiscal quarter in which the Folgers Acquisition Date occurs, 25% of Consolidated Total Capitalization (determined as of the last day of the then most recently ended fiscal quarter of the Company) and (b) thereafter, 15% of Consolidated Total Capitalization (determined as of the last day of the then most recently ended fiscal quarter of the Company or determined as of such date if such date shall be the last day of a fiscal quarter of the Company); provided, however, that no Lien created pursuant to Section 10.7(g10.6(g) shall secure any Primary Senior Debt unless the Notes are equally and ratably secured by all property subject to such Lien and no Subsidiary shall guaranty or otherwise become obligated in respect of any Primary Senior Debt unless such Subsidiary guaranties, or becomes similarly obligated in respect of, the Notes and such Debt is subject to the terms of the Intercreditor Agreement (or an intercreditor agreement in form and substance reasonably satisfactory to the Required Holders), in each case all pursuant to documentation reasonably satisfactory to the Required Holders; provided, further, however, that notwithstanding anything contained in this Section 10.6 10.5 to the contrary, the Company shall be under no obligation to (but may in its sole discretion) require any Foreign Subsidiary to guaranty the Debt under this Agreement and the Notes to the extent such Foreign Subsidiary’s obligations under all Primary Senior Debt consist solely of direct borrowings solely to such Foreign Subsidiary or a group of Foreign Subsidiaries (a “Foreign Borrowing”) or guaranties of a Foreign Borrowing by another Foreign Subsidiary.