Common use of Restrictions on Debt Clause in Contracts

Restrictions on Debt. The Borrower shall not create, incur, assume or suffer to exist, or permit any Subsidiary to create, incur, assume or suffer to exist, any Debt, except (i) Debt owing to the Bank or to Branch Banking and Trust Company; (ii) Material Debt existing on the Closing Date and described on Schedule 5.20, and any extension, renewal or refinancing of such Material Debt, provided that any such extension, renewal or such refinancing (1) does not increase the principal amount of such Material Debt at the time of such extension, renewal or refinancing and (2) is on terms substantially similar to, and no more restrictive than, the original terms of such Material Debt; (iii) Debt outstanding under the Note Agreement and under the Notes (as defined in the Note Agreement) and the Subsidiary Guarantees required pursuant thereto; (iv) Debt owing from the Borrower to a Wholly-Owned Subsidiary, from a Wholly-Owned Subsidiary to the Borrower, or from one Wholly-Owned Subsidiary to another Wholly-Owned Subsidiary; (v) additional secured Facility Debt incurred after the Closing Date, provided that at the time such additional Facility Debt is incurred (1) no Default or Event of Default shall have occurred or will occur as a result of the incurrence of such Facility Debt, (2) the aggregate principal amount of such additional Facility Debt is not greater than $10,000,000, and (3) all the holders of such additional Facility Debt (and all of the holders of the Liens securing such additional Facility Debt) shall have become parties to the Intercreditor Agreement; and (vi) in addition to the Debt permitted by clauses (i) to and including (v) above, Debt incurred after the Closing Date, provided that at the time such additional Debt is incurred, (1) no Default or Event of Default shall have occurred or will occur as a result of the incurrence of such additional Debt, (2) the Total Consolidated Debt to Total Consolidated Capitalization Ratio both immediately prior to the incurrence of such additional Debt and immediately after and giving effect to the incurrence of such additional Debt shall be at least three percentage points lower than the maximum Total Consolidated Debt to Total Consolidated Capitalization Ratio required by Section 6.10 on the date of the incurrence of such additional Debt (e.g., if the additional Debt were incurred during the period from the Closing Date to and including December 31, 2002, the Total Consolidated Debt to Total Consolidated Capitalization Ratio both immediately prior to the incurrence of such Debt and immediately after and giving effect to the incurrence of such Debt shall not exceed 52%), and (3) the Total Consolidated Debt to Consolidated EBITDA Ratio both immediately prior to the incurrence of such additional Debt and immediately after and giving effect to the incurrence of such additional Debt shall be at least 0.5 lower than the maximum Total Consolidated Debt to Consolidated EBITDA Ratio required by Section 6.11 on the date of the incurrence of such additional Debt (e.g., if the additional Debt were incurred during the period from the Closing Date to and including December 31, 2002, the Total Consolidated Debt to EBITDA Ratio both immediately prior to the incurrence of such additional Debt and immediately after and giving effect to the incurrence of such additional Debt shall not exceed 3.0 to 1). Any Person which becomes a Subsidiary after the date hereof shall for all purposes of this Section 6.08 be deemed to have created, assumed or incurred at the time it becomes a Subsidiary all Debt of such Person existing immediately after it becomes a Subsidiary.

Restrictions on Debt. (a) The Borrower shall will not, and will not create, incur, assume or suffer to exist, or permit any Subsidiary to of its Consolidated Subsidiaries to, create, incur, assume or suffer to exist, any Debt, except including obligations in respect of Capital Leases, other than: (i) Debt owing of the Borrower under the Loan Documents, and, prior to the Bank or to Branch Banking and Trust Company; initial Borrowing hereunder, the loans outstanding under the Existing Credit Agreement; (ii) Material unsecured Debt existing on owing by the Closing Date and described on Schedule 5.20, and Borrower to any extension, renewal or refinancing of such Material Debt, provided that any such extension, renewal or such refinancing (1) does not increase the principal amount of such Material Debt at the time of such extension, renewal or refinancing and (2) is on terms substantially similar to, and no more restrictive than, the original terms of such Material Debt; Consolidated Subsidiary; (iii) unsecured Debt outstanding under owing by any Consolidated Subsidiary to the Note Agreement and under the Notes (Borrower or any other Consolidated Subsidiary so long as defined in the Note Agreement) and the Subsidiary Guarantees required pursuant thereto; such Debt ranks pari passu with all other Debt of such Consolidated Subsidiary; (iv) Debt owing from the Borrower to a Wholly-Owned Subsidiary(other than Derivative Obligations) of Consolidated Subsidiaries, from a Wholly-Owned Subsidiary to the Borrower, or from one Wholly-Owned Subsidiary to another Wholly-Owned Subsidiary; so long as (v) additional secured Facility Debt incurred after the Closing Date, provided that at the time such additional Facility Debt is incurred (1A) no Default or Event of Default shall have occurred exists on the date such Debt is incurred or will occur as a would result of from the incurrence of such Facility Debt, and (2B) the aggregate principal amount of such additional Facility Debt does not exceed ten percent (10%) of Net Worth; (v) Debt (other than Derivative Obligations) of the Borrower, so long as (A) such Debt is not greater than $10,000,000, Guaranteed by any Subsidiary of the Borrower and (3) all the holders of such additional Facility Debt (and all of the holders of the Liens securing such additional Facility Debt) shall have become parties to the Intercreditor Agreement; and (vi) in addition to the Debt permitted by clauses (i) to and including (v) above, Debt incurred after the Closing Date, provided that at the time such additional Debt is incurred, (1B) no Default or Event of Default shall have occurred exists on the date such Debt is incurred or will occur as a would result of from the incurrence of such additional Debt; and (vi) Derivative Obligations of the Borrower and its Consolidated Subsidiaries, so long as (2A) the Total Consolidated Debt to Total Consolidated Capitalization Ratio both immediately prior to the incurrence no Default or Event of such additional Debt and immediately after and giving effect to the incurrence of such additional Debt shall be at least three percentage points lower than the maximum Total Consolidated Debt to Total Consolidated Capitalization Ratio required by Section 6.10 Default exists on the date such Derivative Obligations are incurred or would result from the incurrence thereof and (B) the aggregate amount of such Derivative Obligations does not exceed ten percent (10%) of Net Worth. (b) The Borrower will not, and will not permit any of its Consolidated Subsidiaries to, create, incur, assume or suffer to exist, any Guaranties or other contingent liabilities other than (i) Guaranties by Consolidated Subsidiaries that constitute Debt permitted by Section 6.02(a)(iv), (ii) Guaranties by the Borrower that constitute Debt permitted by Section 6.02(a)(v), (iii) other contingent liabilities (including undrawn letters of credit not issued under the Agreement) in an amount not exceeding $10,000,000 at any time, and (iv) contingent liabilities arising under guaranties by the Borrower or its Subsidiaries of the incurrence obligations of the Borrower’s Subsidiaries under Environmental Laws, including the Comprehensive Environmental Response, Compensation and Liability Act, as amended, and the Oil Pollution Act of 1990, as amended. (c) The Borrower will not permit any Excluded Affiliate to create, incur, assume or suffer to exist any Debt unless the agreements evidencing or providing for such additional Debt (e.g., if the additional Debt were incurred during the period from the Closing Date to and including December 31, 2002, the Total Consolidated Debt to Total Consolidated Capitalization Ratio both immediately prior contain a provision to the incurrence of such Debt and immediately after and giving effect to that the incurrence holders of such Debt shall not exceed 52%)have no recourse against the Borrower or any of its Consolidated Subsidiaries, and (3) or any of their respective assets, for the Total Consolidated Debt to Consolidated EBITDA Ratio both immediately prior to the incurrence payment of such additional Debt; provided, however, that the foregoing shall not apply to any such Debt and immediately after and giving effect to of an Excluded Affiliate that is covered by a Guaranty from the incurrence of such additional Debt shall be at least 0.5 lower than the maximum Total Borrower or a Consolidated Debt to Consolidated EBITDA Ratio required Subsidiary permitted by Section 6.11 on the date of the incurrence of such additional Debt (e.g., if the additional Debt were incurred during the period from the Closing Date to and including December 31, 2002, the Total Consolidated Debt to EBITDA Ratio both immediately prior to the incurrence of such additional Debt and immediately after and giving effect to the incurrence of such additional Debt shall not exceed 3.0 to 16.02(b). Any Person which becomes a Subsidiary after the date hereof shall for all purposes of this Section 6.08 be deemed to have created, assumed or incurred at the time it becomes a Subsidiary all Debt of such Person existing immediately after it becomes a Subsidiary.

Restrictions on Debt. (a) The Borrower shall will not, and will not create, incur, assume or suffer to exist, or permit any Subsidiary to of its Consolidated Subsidiaries to, create, incur, assume or suffer to exist, any Debt, except including obligations in respect of Capital Leases, other than: (i) Debt owing of the Borrower under the Loan Documents, and, prior to the Bank or to Branch Banking and Trust Company; initial Borrowing hereunder, the loans outstanding under the Existing Credit Agreement; (ii) Material unsecured Debt existing on owing by the Closing Date and described on Schedule 5.20, and Borrower to any extension, renewal or refinancing of such Material Debt, provided that any such extension, renewal or such refinancing (1) does not increase the principal amount of such Material Debt at the time of such extension, renewal or refinancing and (2) is on terms substantially similar to, and no more restrictive than, the original terms of such Material Debt; Consolidated Subsidiary; (iii) unsecured Debt outstanding under owing by any Consolidated Subsidiary to the Note Agreement and under the Notes (Borrower or any other Consolidated Subsidiary so long as defined in the Note Agreement) and the Subsidiary Guarantees required pursuant thereto; such Debt ranks pari passu with all other Debt of such Consolidated Subsidiary; (iv) Debt owing from the Borrower to a Wholly-Owned Subsidiary(other than Derivative Obligations) of Consolidated Subsidiaries, from a Wholly-Owned Subsidiary to the Borrower, or from one Wholly-Owned Subsidiary to another Wholly-Owned Subsidiary; so long as (v) additional secured Facility Debt incurred after the Closing Date, provided that at the time such additional Facility Debt is incurred (1A) no Default or Event of Default shall have occurred exists on the date such Debt is incurred or will occur as a would result of from the incurrence of such Facility Debt, and (2B) the aggregate principal amount of such additional Facility Debt does not exceed ten percent (10%) of Net Worth; (v) Debt (other than Derivative Obligations) of the Borrower, so long as (A) such Debt is not greater than $10,000,000Guaranteed by any Subsidiary of the Borrower, except to the extent permitted by paragraph (iv) above, and (3) all the holders of such additional Facility Debt (and all of the holders of the Liens securing such additional Facility Debt) shall have become parties to the Intercreditor Agreement; and (vi) in addition to the Debt permitted by clauses (i) to and including (v) above, Debt incurred after the Closing Date, provided that at the time such additional Debt is incurred, (1B) no Default or Event of Default shall have occurred exists on the date such Debt is incurred or will occur as a would result of from the incurrence of such additional Debt; and (vi) Derivative Obligations of the Borrower and its Consolidated Subsidiaries, so long as (2A) the Total Consolidated Debt to Total Consolidated Capitalization Ratio both immediately prior to the incurrence no Default or Event of such additional Debt and immediately after and giving effect to the incurrence of such additional Debt shall be at least three percentage points lower than the maximum Total Consolidated Debt to Total Consolidated Capitalization Ratio required by Section 6.10 Default exists on the date such Derivative Obligations are incurred or would result from the incurrence thereof and (B) the aggregate amount of such Derivative Obligations does not exceed ten percent (10%) of Net Worth. (b) The Borrower will not, and will not permit any of its Consolidated Subsidiaries to, create, incur, assume or suffer to exist, any Guaranties or other contingent liabilities other than (i) Guaranties by Consolidated Subsidiaries that constitute Debt permitted by Section 6.02(a)(iv), (ii) Guaranties by the Borrower that constitute Debt permitted by Section 6.02(a)(v), (iii) other contingent liabilities in respect of Debt (including undrawn letters of credit not issued under the Agreement) in an amount not exceeding $10,000,000 at any time, and (iv) contingent liabilities arising under guaranties by the Borrower or its Subsidiaries of the incurrence obligations of the Borrower’s Subsidiaries under Environmental Laws, including the Comprehensive Environmental Response, Compensation and Liability Act, as amended, and the Oil Pollution Act of 1990, as amended. (c) The Borrower will not permit any Excluded Affiliate to create, incur, assume or suffer to exist any Debt unless the agreements evidencing or providing for such additional Debt (e.g., if the additional Debt were incurred during the period from the Closing Date to and including December 31, 2002, the Total Consolidated Debt to Total Consolidated Capitalization Ratio both immediately prior contain a provision to the incurrence of such Debt and immediately after and giving effect to that the incurrence holders of such Debt shall not exceed 52%)have no recourse against the Borrower or any of its Consolidated Subsidiaries, and (3) or any of their respective assets, for the Total Consolidated Debt to Consolidated EBITDA Ratio both immediately prior to the incurrence payment of such additional Debt; provided, however, that the foregoing shall not apply to any such Debt and immediately after and giving effect to of an Excluded Affiliate that is covered by a Guaranty from the incurrence of such additional Debt shall be at least 0.5 lower than the maximum Total Borrower or a Consolidated Debt to Consolidated EBITDA Ratio required Subsidiary permitted by Section 6.11 on the date of the incurrence of such additional Debt (e.g., if the additional Debt were incurred during the period from the Closing Date to and including December 31, 2002, the Total Consolidated Debt to EBITDA Ratio both immediately prior to the incurrence of such additional Debt and immediately after and giving effect to the incurrence of such additional Debt shall not exceed 3.0 to 16.02(b). Any Person which becomes a Subsidiary after the date hereof shall for all purposes of this Section 6.08 be deemed to have created, assumed or incurred at the time it becomes a Subsidiary all Debt of such Person existing immediately after it becomes a Subsidiary.

Restrictions on Debt. (a) The Borrower shall will not, and will not create, incur, assume or suffer to exist, or permit any Subsidiary to of its Consolidated Subsidiaries to, create, incur, assume or suffer to exist, any Debt, except including obligations in respect of Capital Leases, other than: (i) Debt owing to of the Bank or to Branch Banking and Trust Company; Borrower under the Loan Documents; (ii) Material Debt existing on of the Closing Date and described on Schedule 5.20, and any extension, renewal or refinancing of such Material Debt, provided that any such extension, renewal or such refinancing (1) does not increase Borrower under the principal amount of such Material Debt at the time of such extension, renewal or refinancing and (2) is on terms substantially similar to, and no more restrictive than, the original terms of such Material Debt; Revolving Credit Agreement; (iii) unsecured Debt outstanding under owing by the Note Agreement and under the Notes (as defined in the Note Agreement) and the Subsidiary Guarantees required pursuant thereto; Borrower to any Consolidated Subsidiary; (iv) unsecured Debt owing from the Borrower to a Wholly-Owned Subsidiary, from a Wholly-Owned by any Consolidated Subsidiary to the Borrower, Borrower or from one Wholly-Owned any other Consolidated Subsidiary to another Wholly-Owned so long as such Debt ranks pari passu with all other Debt of such Consolidated Subsidiary; ; (v) additional secured Facility Debt incurred after the Closing Date(other than Derivative Obligations) of Consolidated Subsidiaries, provided that at the time such additional Facility Debt is incurred so long as (1A) no Default or Event of Default shall have occurred exists on the date such Debt is incurred or will occur as a would result of from the incurrence of such Facility Debt, and (2B) the aggregate principal amount of such additional Facility Debt does not exceed ten percent (10%) of Net Worth; (vi) Debt (other than Derivative Obligations) of the Borrower, so long as (A) such Debt is not greater than $10,000,000, and (3) all the holders of such additional Facility Debt (and all Guaranteed by any Subsidiary of the holders of the Liens securing such additional Facility Debt) shall have become parties Borrower, except to the Intercreditor Agreement; and (vi) in addition to the Debt extent permitted by clauses (i) to and including paragraph (v) above, Debt incurred after the Closing Date, provided that at the time such additional Debt is incurred, and (1B) no Default or Event of Default shall have occurred exists on the date such Debt is incurred or will occur as a would result of from the incurrence of such additional Debt; and (vii) Derivative Obligations of the Borrower and its Consolidated Subsidiaries, so long as (2A) the Total Consolidated Debt to Total Consolidated Capitalization Ratio both immediately prior to the incurrence no Default or Event of such additional Debt and immediately after and giving effect to the incurrence of such additional Debt shall be at least three percentage points lower than the maximum Total Consolidated Debt to Total Consolidated Capitalization Ratio required by Section 6.10 Default exists on the date such Derivative Obligations are incurred or would result from the incurrence thereof and (B) the aggregate amount of such Derivative Obligations does not exceed ten percent (10%) of Net Worth. (b) The Borrower will not, and will not permit any of its Consolidated Subsidiaries to, create, incur, assume or suffer to exist, any Guaranties or other contingent liabilities other than (i) Guaranties by Consolidated Subsidiaries that constitute Debt permitted by Section 6.02(a)(v), (ii) Guaranties by the Borrower that constitute Debt permitted by Section 6.02(a)(vi) , (iii) other contingent liabilities in respect of Debt (including undrawn letters of credit) in an amount not exceeding $10,000,000 at any time, and (iv) contingent liabilities arising under guaranties by the Borrower or its Subsidiaries of the incurrence obligations of the Borrower’s Subsidiaries under Environmental Laws, including the Comprehensive Environmental Response, Compensation and Liability Act, as amended, and the Oil Pollution Act of 1990, as amended. (c) The Borrower will not permit any Excluded Affiliate to create, incur, assume or suffer to exist any Debt unless the agreements evidencing or providing for such additional Debt (e.g., if the additional Debt were incurred during the period from the Closing Date to and including December 31, 2002, the Total Consolidated Debt to Total Consolidated Capitalization Ratio both immediately prior contain a provision to the incurrence of such Debt and immediately after and giving effect to that the incurrence holders of such Debt shall not exceed 52%)have no recourse against the Borrower or any of its Consolidated Subsidiaries, and (3) or any of their respective assets, for the Total Consolidated Debt to Consolidated EBITDA Ratio both immediately prior to the incurrence payment of such additional Debt; provided, however, that the foregoing shall not apply to any such Debt and immediately after and giving effect to of an Excluded Affiliate that is covered by a Guaranty from the incurrence of such additional Debt shall be at least 0.5 lower than the maximum Total Borrower or a Consolidated Debt to Consolidated EBITDA Ratio required Subsidiary permitted by Section 6.11 on the date of the incurrence of such additional Debt (e.g., if the additional Debt were incurred during the period from the Closing Date to and including December 31, 2002, the Total Consolidated Debt to EBITDA Ratio both immediately prior to the incurrence of such additional Debt and immediately after and giving effect to the incurrence of such additional Debt shall not exceed 3.0 to 16.02(b). Any Person which becomes a Subsidiary after the date hereof shall for all purposes of this Section 6.08 be deemed to have created, assumed or incurred at the time it becomes a Subsidiary all Debt of such Person existing immediately after it becomes a Subsidiary.

Restrictions on Debt. The Borrower shall not createNeither Issuer will, or will permit any of its Subsidiaries to, incur, assume create, assume, guarantee or suffer in any way become liable for, or permit to exist, or permit any Subsidiary to create, incur, assume or suffer to exist, any Debt, except Debt other than: (ia) Debt owing to represented by the Bank or to Branch Banking Notes; (b) Debt of the Issuers and Trust Company; (ii) Material Debt their respective Subsidiaries existing on the Closing Date and described Date, as set forth on Schedule 5.204.10A attached hereto, and any extensionand, renewal prior to the Closing Date, Debt outstanding in a principal amount of $8,000,000 under the Caterpillar Loan Agreement; (c) Debt of LRGP outstanding under the Crown Note; (d) Debt incurred for the purpose of refinancing or refinancing refunding Debt otherwise permitted under clause (b) of such Material Debt, provided that any such extension, renewal or such refinancing this Section 10.1 if (1i) does not increase the principal amount of Debt outstanding (after such Material refinancing or refunding) does not exceed the aggregate outstanding amount of Debt at so refinanced or refunded, (ii) such refinancing or refunding does not result in the time incurrence of such extensionan interest rate which is higher than that of the Debt being refinanced or refunded, renewal or refinancing and (2) is on terms substantially similar to, and no more restrictive than, the original terms of such Material Debt; (iii) such refinanced or refunded Debt outstanding under has an average maturity which is longer than that of the Note Agreement and under the Notes (as defined in the Note Agreement) and the Subsidiary Guarantees required pursuant thereto; Notes, (iv) such refinancing or refunding shall be for all of the balance of the Debt, and (v) all intercreditor arrangements, if any, between the Purchaser or the Agent and the holder of such Debt owing shall be, after giving effect to such refinancing or refunding, satisfactory in all respects to the Purchaser and the Agent; 61 61 (e) Capitalized Lease Obligations and purchase money Debt of the Issuers (but not of any Subsidiary of any Issuer), in addition to capitalized lease obligations and purchase money debt permitted by Subsection 10.1(b) above, in an aggregate amount not to exceed $4,200,000 incurred in any fiscal year, of which up to $3,000,000 may be used for the deferred purchase price of land adjacent to LRGP's Bossier City, Louisiana site to be acquired from Mr. Tom Xxxxxx; (f) Debt of any Wholly-owned Subsidiary of an Issuer which is a guarantor under a Subsidiary Guarantee to an Issuer or to another Wholly-owned Subsidiary of an Issuer which is a guarantor under a Subsidiary Guarantee, or of an Issuer to the Borrower other Issuer or to a Wholly-Owned Subsidiary, from a Wholly-Owned owned Subsidiary to the Borrower, or from one Wholly-Owned Subsidiary to another Wholly-Owned Subsidiary; (v) additional secured Facility Debt incurred after the Closing Date, provided that at the time such additional Facility Debt is incurred (1) no Default or Event of Default shall have occurred or will occur as a result of the incurrence of such Facility Debt, (2) the aggregate principal amount of such additional Facility Debt is not greater than $10,000,000, and (3) all the holders of such additional Facility Debt (and all of the holders of the Liens securing such additional Facility Debt) shall have become parties to the Intercreditor Agreement; and (vi) in addition to the Debt permitted by clauses (i) to and including (v) above, Debt incurred after the Closing Date, provided that at the time such additional Debt is incurred, (1) no Default or Event of Default shall have occurred or will occur as a result of the incurrence of such additional Debt, (2) the Total Consolidated Debt to Total Consolidated Capitalization Ratio both immediately prior to the incurrence of such additional Debt and immediately after and giving effect to the incurrence of such additional Debt shall be at least three percentage points lower than the maximum Total Consolidated Debt to Total Consolidated Capitalization Ratio required by Section 6.10 on the date of the incurrence of such additional Debt (e.g., if the additional Debt were incurred during the period from the Closing Date to and including December 31, 2002, the Total Consolidated Debt to Total Consolidated Capitalization Ratio both immediately prior to the incurrence of such Debt and immediately after and giving effect to the incurrence of such Debt shall not exceed 52%), and (3) the Total Consolidated Debt to Consolidated EBITDA Ratio both immediately prior to the incurrence of such additional Debt and immediately after and giving effect to the incurrence of such additional Debt shall be at least 0.5 lower than the maximum Total Consolidated Debt to Consolidated EBITDA Ratio required by Section 6.11 on the date of the incurrence of such additional Debt (e.g., if the additional Debt were incurred during the period from the Closing Date to and including December 31, 2002, the Total Consolidated Debt to EBITDA Ratio both immediately prior to the incurrence of such additional Debt and immediately after and giving effect to the incurrence of such additional Debt shall not exceed 3.0 to 1). Any Person which becomes a Subsidiary after the date hereof shall for all purposes of this Section 6.08 be deemed to have created, assumed or incurred at the time it becomes a Subsidiary all Debt of such Person existing immediately after it becomes a Subsidiaryan Issuer.

Restrictions on Debt. The Borrower shall not create(i) Create, incurincur or assume any Debt, assume or (ii) enter into, acquiesce, suffer to exist, or permit any Subsidiary to createamendment, incurrestatement or other modification of the documentation evidencing and/or securing any Debt under which it is an obligor, assume or suffer to exist, (iii) increase the amount of any Debt, Debt existing as of the Closing Date; except (i) Debt owing with respect to the Bank or to Branch Banking following (singly and Trust Company; (ii) Material collectively, “Permitted Debt”): 8.4.1 The Obligations; 8.4.2 The following Debt existing on as of the Closing Date and described on Schedule 5.20, and any extension, renewal or refinancing of such Material Debt, provided that any such extension, renewal or such refinancing (1) does not increase the principal amount of such Material Debt at the time of such extension, renewal or refinancing and (2) is on terms substantially similar to, and no more restrictive than, the original terms of such Material Debt; (iii) Debt outstanding under the Note Agreement and under the Notes (as defined in the Note Agreementamount disclosed to the Agent hereunder: (a) and the Subsidiary Guarantees required pursuant thereto; Mortgage Debt (iv) Debt owing from the Borrower to a Wholly-Owned Subsidiary, from a Wholly-Owned Subsidiary none of which is recourse to the Borrower, except for the type of recourse obligation set forth in Section 8.4.4, below); (b) Debt described in Schedule 8.4.2(b) annexed hereto; 8.4.3 Any refinancing of any Mortgage Debt provided such refinancing is, unless otherwise approved by the Agent, at an interest rate equal to or from one Wholly-Owned Subsidiary to another Wholly-Owned Subsidiaryless than the existing rate under the applicable First Mortgage and with a term and amortization schedule not in excess of the existing term and amortization schedule under the First Mortgage (a “Permitted Refinance”); provided, however, that no refinancing of any Debt otherwise permitted hereunder shall be allowed unless and until: (va) additional secured Facility Debt incurred after the Closing DateAgent has received at least thirty (30) days’ prior written notice of any intended refinancing, provided that at which notice shall detail with specificity the time terms and conditions of any such additional Facility Debt is incurred refinancing and shall include complete copies of any loan application and loan commitment respecting such proposed refinancing, together with such other materials and information as the Agent shall reasonably request; (1b) no Default or Event of Default shall have occurred or will occur and then be continuing; and (c) the Borrower has provided the Agent with such instruments, documents, agreements, certifications, and opinions as a result of the incurrence of such Facility Agent shall reasonably require with respect thereto. 8.4.4 With respect to any Mortgage Debt, (2) the aggregate principal amount of such additional Facility Debt is not greater than $10,000,000, and (3) all the holders of such additional Facility Debt (and all of the holders of the Liens securing such additional Facility Debt) shall have become parties to the Intercreditor Agreement; and (vi) in addition to the Debt permitted by clauses obligations under (i) limited guaranties by the Borrower as to usual and including (v) above, Debt incurred after the Closing Date, provided that at the time such additional Debt is incurred, (1) no Default or Event of Default shall have occurred or will occur as a result of the incurrence of such additional Debt, (2) the Total Consolidated Debt customary exceptions to Total Consolidated Capitalization Ratio both immediately prior to the incurrence of such additional Debt and immediately after and giving effect to the incurrence of such additional Debt shall be at least three percentage points lower than the maximum Total Consolidated Debt to Total Consolidated Capitalization Ratio required by Section 6.10 on the date of the incurrence of such additional Debt non-recourse provisions (e.g., if fraud and misappropriation of funds) provided that such limited guaranties are evidenced by documentation approved by the additional Debt were incurred during Agent and (ii) indemnifications by the period from the Closing Date Borrower as to and including December 31, 2002, the Total Consolidated Debt to Total Consolidated Capitalization Ratio both immediately prior usual Hazardous Materials issues relating to the incurrence subject Individual Property provided that such indemnifications are evidenced by documentation customary for transactions of such Debt and immediately after and giving effect to that type; 8.4.5 Indebtedness incurred in the incurrence ordinary course of such Debt shall not exceed 52%)business for the purchase of goods or services which are payable, and without interest, within thirty (330) the Total Consolidated Debt to Consolidated EBITDA Ratio both immediately days of billing; and 8.4.6 Transactions, whether secured or unsecured, for which Agent’s prior to the incurrence of such additional Debt and immediately after and giving effect to the incurrence of such additional Debt shall be at least 0.5 lower than the maximum Total Consolidated Debt to Consolidated EBITDA Ratio required by Section 6.11 on the date of the incurrence of such additional Debt (e.g., if the additional Debt were incurred during the period from the Closing Date to and including December 31, 2002, the Total Consolidated Debt to EBITDA Ratio both immediately prior to the incurrence of such additional Debt and immediately after and giving effect to the incurrence of such additional Debt shall not exceed 3.0 to 1). Any Person which becomes a Subsidiary after the date hereof shall for all purposes of this Section 6.08 be deemed to have created, assumed or incurred at the time it becomes a Subsidiary all Debt of such Person existing immediately after it becomes a Subsidiarywritten consent has been obtained.

Restrictions on Debt. (a) The Borrower shall will not, and will not create, incur, assume or suffer to exist, or permit any Subsidiary to of its Consolidated Subsidiaries to, create, incur, assume or suffer to exist, any Debt, except Debt other than: (i) Debt owing of the Borrower under the Loan Documents, and, prior to the Bank or to Branch Banking and Trust Company; initial Borrowing hereunder, the loans outstanding under the Existing Credit Agreement; (ii) Material Debt existing on the Closing Date and described on Schedule 5.20, and any extension, renewal in respect of reimbursement obligations under letters of credit or refinancing of such Material Debt, provided that any such extension, renewal or such refinancing (1) does similar instruments not increase the principal amount of such Material Debt at the time of such extension, renewal or refinancing and (2) is on terms substantially similar to, and no more restrictive than, the original terms of such Material Debt; exceeding $5,000,000; (iii) unsecured Debt outstanding under owing by the Note Agreement and under the Notes (as defined in the Note Agreement) and the Subsidiary Guarantees required pursuant thereto; Borrower to any Consolidated Subsidiary; (iv) unsecured Debt owing from the Borrower to a Wholly-Owned Subsidiary, from a Wholly-Owned by any Consolidated Subsidiary to the Borrower, Borrower or from one Wholly-Owned any other Consolidated Subsidiary to another Wholly-Owned Subsidiary; so long as such Debt ranks pari passu with all other Debt of such Consolidated Subsidiary (except as contemplated by Section 6.02(d)); (v) additional secured Facility Debt incurred after the Closing Date(other than Derivative Obligations) of Consolidated Subsidiaries, provided that at the time such additional Facility Debt is incurred so long as (1A) no Default or Event of Default shall have occurred exists on the date such Debt is incurred or will occur as a would result of from the incurrence of such Facility Debt, and (2B) the aggregate principal amount of such additional Facility Debt does not exceed twenty percent (20%) of Net Worth; (vi) Debt (other than Derivative Obligations) of the Borrower, so long as (A) such Debt is not greater than $10,000,000, Guaranteed by any Subsidiary of the Borrower and (3) all the holders of such additional Facility Debt (and all of the holders of the Liens securing such additional Facility Debt) shall have become parties to the Intercreditor Agreement; and (vi) in addition to the Debt permitted by clauses (i) to and including (v) above, Debt incurred after the Closing Date, provided that at the time such additional Debt is incurred, (1B) no Default or Event of Default shall have occurred exists on the date such Debt is incurred or will occur as a would result of from the incurrence of such additional Debt; and (vii) Derivative Obligations of the Borrower and its Consolidated Subsidiaries, so long as (2A) the Total Consolidated Debt to Total Consolidated Capitalization Ratio both immediately prior to the incurrence no Default or Event of such additional Debt and immediately after and giving effect to the incurrence of such additional Debt shall be at least three percentage points lower than the maximum Total Consolidated Debt to Total Consolidated Capitalization Ratio required by Section 6.10 Default exists on the date such Derivative Obligations are incurred or would result from the incurrence thereof and (B) the aggregate amount of such Derivative Obligations do not exceed ten percent (10%) of Net Worth. (b) The Borrower will not, and will not permit any of its Consolidated Subsidiaries to, create, incur, assume or suffer to exist, any Guaranties or other contingent liabilities other than (i) Guaranties by Consolidated Subsidiaries that constitute Debt permitted by Section 6.02(a)(v), (ii) Guaranties by the Borrower that constitute Debt permitted by Section 6.02(a)(vi), (iii) other contingent liabilities (including undrawn letters of credit) in an amount not exceeding $5,000,000 at any time, and (iv) contingent liabilities arising under guaranties by the Borrower or its Subsidiaries of the incurrence obligations of the Borrower's Subsidiaries under Environmental Laws, including the Comprehensive Environmental Response, Compensation and Liability Act, as amended, and the Oil Pollution Act of 1990, as amended. (c) The Borrower will not permit any Excluded Affiliate to create, incur, assume or suffer to exist any Debt unless the agreements evidencing or providing for such additional Debt (e.g., if the additional Debt were incurred during the period from the Closing Date to and including December 31, 2002, the Total Consolidated Debt to Total Consolidated Capitalization Ratio both immediately prior contain a provision to the incurrence of such Debt and immediately after and giving effect to that the incurrence holders of such Debt shall have no recourse against the Borrower or any of its Consolidated Subsidiaries, or any of their respective assets, for the payment of such Debt; provided, however, that the foregoing shall not exceed 52%apply to any such Debt of an Excluded Affiliate that is covered by a Guaranty from the Borrower or a Consolidated Subsidiary permitted by Section 6.02(b). (d) The Borrower shall not permit Dixix xx create, incur, assume or suffer to exist any Debt or other obligation that would constitute "Senior Obligations" (as such term is defined in that certain Revolving Credit Loan Agreement dated as of July 31, 1990, as amended, between Dixix, xx borrower, and (3the Borrower, as lender) other than Debt arising under the Total Consolidated Debt to Consolidated EBITDA Ratio both immediately prior to the incurrence of such additional Debt and immediately after and giving effect to the incurrence of such additional Debt shall be at least 0.5 lower than the maximum Total Consolidated Debt to Consolidated EBITDA Ratio required by Section 6.11 on the date of the incurrence of such additional Debt (e.g., if the additional Debt were incurred during the period from the Closing Date to and including December 31, 2002, the Total Consolidated Debt to EBITDA Ratio both immediately prior to the incurrence of such additional Debt and immediately after and giving effect to the incurrence of such additional Debt shall not exceed 3.0 to 1). Any Person which becomes a Subsidiary after the date hereof shall for all purposes of this Section 6.08 be deemed to have created, assumed or incurred at the time it becomes a Subsidiary all Debt of such Person existing immediately after it becomes a SubsidiaryDixix Xxxe Purchase Agreement.