Common use of Subsidiary Debt Clause in Contracts

Subsidiary Debt. The Company will not permit any of its Consolidated Subsidiaries to create or suffer to exist any Debt other than (without duplication) (i) Debt owed to the Company or to a Consolidated Subsidiary of the Company, (ii) Debt existing as of December 31, 2002 and described on Schedule 6J hereto (the "Existing Debt"), and any Debt extending the maturity of, or refunding or refinancing, in whole or in part, the Existing Debt, provided that the principal amount of such Existing Debt shall not be increased above the principal amount thereof outstanding immediately prior to such extension, refunding or refinancing, and the direct and contingent obligors therefor shall not be changed, as a result of or in connection with such extension, refunding or refinancing, (iii) Debt secured by Liens permitted by paragraph 6D, (iv) unsecured Debt incurred in the ordinary course of business of the Company's Consolidated Subsidiaries organized outside the United States, (v) book overdraft amounts outstanding at any time, and (vi) unsecured Debt incurred in the ordinary course of business of the Company's Consolidated Subsidiaries organized in the United States in an aggregate amount at any time outstanding of not more than $25,000,000; provided, that the foregoing limitations shall not be effective as to any such Subsidiary that has entered into a guaranty for the benefit of the Holders of all payment obligations of the Company under this Agreement." (i) Subsection 7A(v) of Paragraph 7 of the Agreement is amended by inserting the phrase "5I," immediately preceding the phrase "6A, 6B, 6C or 6E". (j) The defined term "Reinvestment Yield" in Subsection 10A of Paragraph 10 of the Agreement is amended by inserting the phrase "0.50% plus" immediately preceding the phrase "the yield to maturity implied by".

Subsidiary Debt. The Company will not permit Permit any of its Consolidated Subsidiaries to create create, incur, assume or suffer to exist exist, any Debt other than (without duplication) Debt, except: (i) Debt owed to under (A) this Agreement, (B) the Company or to a Consolidated Subsidiary of 3-Year Agreement, (C) the Company, Other LC Facilities and (D) the Revolving Credit Agreement; (ii) Debt incurred after the date of this Agreement and secured by Liens expressly permitted under Section 6.02(a)(iii) hereof in an aggregate principal amount not to exceed, when aggregated with the principal amount of all Debt incurred under clause (iii) of this Section 6.02(b), $100,000,000 at any time outstanding; (iii) Capital Leases incurred after the date of this Agreement which, when the principal amount thereof is aggregated with the principal amount of all Debt incurred under clause (ii) of this Section 6.02(b), do not exceed $100,000,000 at any time outstanding; (iv) Debt referred to in Section 6.02(a)(iv) in a principal amount not in excess of the amount referred to therein; (v) Debt existing as of December 31, 2002 on the Effective Date and described on Schedule 6J hereto VII (the "“Existing Debt"”), and any Debt extending the maturity of, or refunding refunding, refinancing or refinancingreplacing, in whole or in part, the Existing Debt; provided, provided that (A) the aggregate principal amount of such Existing extended, refunding, refinancing or replacement Debt shall not be increased above the principal amount thereof of the Existing Debt and the premium, if any, thereon outstanding immediately prior to such extension, refunding refunding, refinancing or refinancing, replacement and (B) the direct and contingent obligors therefor of the Existing Debt shall not be changed, changed as a result of or in connection with such extension, refunding refunding, refinancing or refinancingreplacement if such change would be adverse to the interests of the Company; (vi) Debt owed to the Company or to any Subsidiary of the Company; (vii) Debt not otherwise permitted under this Section 6.02(b) in an outstanding principal aggregate amount, when aggregated (iiiwithout duplication) with the outstanding principal amount of all Debt secured by Liens permitted by paragraph 6Dunder Section 6.02(a)(ii), not in excess at any time of 7.5% of the Consolidated Tangible Net Worth at the end of the immediately preceding Fiscal Quarter; (ivviii) unsecured Obligations of a Subsidiary of the Company under direct or indirect guaranties in respect of, or obligations (contingent or otherwise) to purchase or acquire, or otherwise to assure a creditor against loss in respect of, Debt incurred of another Subsidiary of the Company permitted under clauses (i) through (viii) of this Section 6.02(b); and (ix) Endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business of the Company's Consolidated Subsidiaries organized outside the United States, (v) book overdraft amounts outstanding at any time, and (vi) unsecured Debt incurred in the ordinary course of business of the Company's Consolidated Subsidiaries organized in the United States in an aggregate amount at any time outstanding of not more than $25,000,000; provided, that the foregoing limitations shall not be effective as to any such Subsidiary that has entered into a guaranty for the benefit of the Holders of all payment obligations of the Company under this Agreementbusiness." (i) Subsection 7A(v) of Paragraph 7 of the Agreement is amended by inserting the phrase "5I," immediately preceding the phrase "6A, 6B, 6C or 6E". (j) The defined term "Reinvestment Yield" in Subsection 10A of Paragraph 10 of the Agreement is amended by inserting the phrase "0.50% plus" immediately preceding the phrase "the yield to maturity implied by".

Subsidiary Debt. The In addition to and not in limitation of any other applicable restrictions herein, including Sections 11.3 and 11.4, the Company will not not, at any time, permit any of its Consolidated Subsidiaries to create Subsidiary to, directly or suffer to exist indirectly, create, incur, assume, guarantee, have outstanding, or otherwise become or remain directly or indirectly liable with respect to, any Debt other than than: (without duplication) (ia) Debt owed to of a Subsidiary outstanding on the Company or to a Consolidated Subsidiary date of the Company, (ii) Debt existing as of December 31, 2002 Closing and described identified on Schedule 6J hereto (the "Existing Debt"), 5.15 and any Debt extending the maturity ofextension, renewal, refinancing or refunding or refinancing, in whole or in part, the Existing Debtthereof, provided that the principal amount thereof is not increased; (b) Debt of a Subsidiary owed to the Company or a Wholly-Owned Subsidiary; (c) Debt of a Subsidiary outstanding at the time such Subsidiary becomes a Subsidiary, provided that (i) such Debt shall not have been incurred in contemplation of such Existing Subsidiary becoming a Subsidiary and (ii) immediately after such Subsidiary becomes a Subsidiary, no Default or Event of Default shall exist, and provided, further, that such Debt shall not be increased above the principal amount thereof outstanding immediately prior to such extensionextended, refunding renewed, refinanced or refinancing, and the direct and contingent obligors therefor shall not be changed, refunded except as a result otherwise provided herein; (d) Debt of one or more Special Purpose Subsidiaries incurred in connection with such extensiona Permitted Receivables Securitization Program, refunding or refinancing, (iii) which Debt secured by Liens permitted by paragraph 6D, (iv) unsecured Debt incurred in the ordinary course of business of the Company's Consolidated Subsidiaries organized outside the United States, (v) book overdraft amounts outstanding at any time, and (vi) unsecured Debt incurred in the ordinary course of business of the Company's Consolidated Subsidiaries organized in the United States in an aggregate amount shall not at any time outstanding exceed $150,000,000 aggregate principal amount aggregating all such Special Purpose Subsidiaries; and (e) Debt of not more than $25,000,000; provided, a Subsidiary in addition to that otherwise permitted by the foregoing limitations shall not be effective as provisions, provided that on the date such Subsidiary incurs or otherwise becomes liable with respect to any such Debt, and immediately after giving effect to the incurrence thereof, no Default or Event of Default exists hereunder, including, without limitation, under Section 11.4. For the purposes of this Section 11.5, any Person becoming a Subsidiary that has entered into a guaranty for after the benefit date of the Holders Closing shall be deemed, at the time it becomes such a Subsidiary, to have incurred all of all payment obligations of the Company under this Agreementits then outstanding Debt." (i) Subsection 7A(v) of Paragraph 7 of the Agreement is amended by inserting the phrase "5I," immediately preceding the phrase "6A, 6B, 6C or 6E". (j) The defined term "Reinvestment Yield" in Subsection 10A of Paragraph 10 of the Agreement is amended by inserting the phrase "0.50% plus" immediately preceding the phrase "the yield to maturity implied by".

Subsidiary Debt. The Company will not permit Permit any of its Consolidated Subsidiaries to create or suffer to exist exist, any Debt other than (without duplication) than: (i) Debt owed to the Company Borrower or to a Consolidated wholly owned Subsidiary of the Company, Borrower, (ii) Debt existing as of December 31, 2002 on the Effective Date and described on Schedule 6J 5.02(d) hereto (the "“Existing Debt"”), and any Debt extending the maturity of, or refunding or refinancing, in whole or in part, the Existing Debt, provided that the principal amount of such Existing Debt shall not be increased above the principal amount thereof outstanding immediately prior to such extension, refunding or refinancing, and the direct and contingent obligors therefor shall not be changed, as a result of or in connection with such extension, refunding or refinancing, , (iii) Debt of a Person existing at the time such Person is merged into or consolidated with the any Subsidiary of the Borrower or becomes a Subsidiary of the Borrower (the “Assumed Debt”) and any Debt extending the maturity of, or refunding or refinancing, in whole or in part, the Assumed Debt; provided that (A) such Debt was not created in contemplation of such merger, consolidation or acquisition and (B) that the principal amount of such Assumed Debt shall not be increased above the principal amount thereof outstanding immediately prior to such extension, refunding or refinancing, and the direct and contingent obligors therefor shall not be changed, as a result of or in connection with such extension, refunding or refinancing, (iv) Debt of the type permitted to be secured by Liens pursuant to Section 5.02(a)(ii), (v) endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business, and (vi) other Debt aggregating for all of the Subsidiaries of the Borrower, together with Debt secured by Liens permitted by paragraph 6Dunder Section 5.02(a)(vii), (iv) unsecured Debt incurred in the ordinary course an amount not to exceed 5% of business of the Company's Consolidated Subsidiaries organized outside the United States, (v) book overdraft amounts outstanding at any time, and (vi) unsecured Debt incurred in the ordinary course of business of the Company's Consolidated Subsidiaries organized in the United States in an aggregate amount total assets at any time outstanding of not more than $25,000,000; provided, that the foregoing limitations shall not be effective (determined as to any such Subsidiary that has entered into a guaranty for the benefit of the Holders of all payment obligations of the Company under this Agreementdate such Debt or Lien was incurred)." (i) Subsection 7A(v) of Paragraph 7 of the Agreement is amended by inserting the phrase "5I," immediately preceding the phrase "6A, 6B, 6C or 6E". (j) The defined term "Reinvestment Yield" in Subsection 10A of Paragraph 10 of the Agreement is amended by inserting the phrase "0.50% plus" immediately preceding the phrase "the yield to maturity implied by".

Subsidiary Debt. The Company will not permit Permit any of its Consolidated Subsidiaries to create or suffer to exist any Debt other than (without duplication) than: (i) Debt owed to the Company Borrower or to a Consolidated Subsidiary of the Company, Borrower, (ii) Debt existing as of December 31, 2002 or available for draw on the Effective Date and described on Schedule 6J hereto 5.02(e) (the "“Existing Debt"”), and any Debt extending the maturity of, or refunding or refinancing, in whole or in part, the Existing Debt, provided that the principal amount of such Existing Debt shall not be increased above the principal amount thereof outstanding and/or the amount available for draw immediately prior to such extension, refunding or NYDOCS02/1172785 35 refinancing, and the direct and contingent obligors therefor shall not be changed, as a result of or in connection with such extension, refunding or refinancing, , (iii) Debt secured by Liens permitted by paragraph 6D, Section 5.02(a)(ii) or (xiv), (iv) unsecured other Debt of the Borrower’s Subsidiaries; provided that the aggregate outstanding principal amount of Debt permitted pursuant to this clause (iv), together with the aggregate principal outstanding amount of obligations secured by Liens permitted under Section 5.02(a)(v), does not exceed the greater of (x) 10% of Consolidated Tangible Assets as of the end of the fiscal quarter ended immediately prior to the date such Debt was incurred for which financial statements of the Borrower are available and (y) $150,000,000 at any time outstanding, (v) indorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business of the Company's Consolidated Subsidiaries organized outside the United States, (v) book overdraft amounts outstanding at any time, and business, (vi) unsecured guaranties of any Debt incurred otherwise permitted under this Section 5.02(e), (vii) Debt arising under Hedge Agreements entered into in the ordinary normal course of business of the Company's Consolidated Subsidiaries organized in the United States in an aggregate amount at any time outstanding of and not more than $25,000,000; provided, that the foregoing limitations shall not be effective as to any such Subsidiary that has entered into a guaranty for the benefit of the Holders of all payment obligations of the Company under this Agreement." (i) Subsection 7A(v) of Paragraph 7 of the Agreement is amended by inserting the phrase "5I," immediately preceding the phrase "6A, 6B, 6C or 6E". (j) The defined term "Reinvestment Yield" in Subsection 10A of Paragraph 10 of the Agreement is amended by inserting the phrase "0.50% plus" immediately preceding the phrase "the yield to maturity implied by".speculative purposes;

Subsidiary Debt. The Company will not permit Permit any of its Consolidated Subsidiaries that are not Subsidiary Guarantors to create or suffer to exist exist, any Debt other than (without duplication) than: (i) Debt owed to the Company or to a Consolidated Wholly-Owned Subsidiary of the Company, Company or Debt arising under the Loan Documents, (ii) Debt existing as of December 31, 2002 on the Effective Date and described on Schedule 6J 5.02(d) hereto (the "Existing Debt"), and any Debt extending the maturity of, or refunding or refinancing, in whole or in part, the Existing Debt, provided that the principal amount of such Existing Debt shall not be increased above the principal amount thereof outstanding immediately prior to such extension, refunding or refinancing, and the direct and contingent obligors therefor shall not be changed, as a result of or in connection with such extension, refunding or refinancing, , (iii) Debt secured by Liens permitted by paragraph 6D, Section 5.02(a)(ii) or (iv), (iv) unsecured Debt incurred arising in connection with receivables securitization programs to the extent permitted by Section 5.02(a)(v), (v) Debt of a Person existing at the time such Person is merged into or consolidated with the Company or any Subsidiary of the Company or becomes a Subsidiary of the Company; provided that such Debt was not created in contemplation of such merger, consolidation or acquisition, (vi) Debt consisting of guarantees of Debt which is otherwise permitted by this Section 5.02(d), (vii) Hedge Agreements permitted under Section 5.02(k) having an aggregate unrealized net loss position, if any, on a marked to market basis determined as of any date of determination of Covenant Debt not to exceed $10,000,000, (viii) other Debt (whether secured or unsecured) to the extent such Debt would be permitted to be secured under Section 5.02(a)(vi), and (ix) endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business of the Company's Consolidated Subsidiaries organized outside the United States, (v) book overdraft amounts outstanding at any time, and (vi) unsecured Debt incurred in the ordinary course of business of the Company's Consolidated Subsidiaries organized in the United States in an aggregate amount at any time outstanding of not more than $25,000,000; provided, that the foregoing limitations shall not be effective as to any such Subsidiary that has entered into a guaranty for the benefit of the Holders of all payment obligations of the Company under this Agreementbusiness." (i) Subsection 7A(v) of Paragraph 7 of the Agreement is amended by inserting the phrase "5I," immediately preceding the phrase "6A, 6B, 6C or 6E". (j) The defined term "Reinvestment Yield" in Subsection 10A of Paragraph 10 of the Agreement is amended by inserting the phrase "0.50% plus" immediately preceding the phrase "the yield to maturity implied by".

Subsidiary Debt. The Company will not permit any of its Consolidated Subsidiaries to create Restricted Subsidiary to, directly or suffer to exist indirectly, create, incur, assume, guarantee, or otherwise become directly or indirectly liable with respect to, any Debt other than Debt, except: (without duplication) (ia) Debt of a Restricted Subsidiary owed to the Company or to a Consolidated Wholly-Owned Restricted Subsidiary; (b) Debt of a Restricted Subsidiary outstanding on the date hereof and disclosed in Schedule 5.15 hereto, provided that such Debt may not be extended, renewed or refunded except as otherwise permitted by this Agreement; (c) Debt of a Restricted Subsidiary outstanding at the Companytime such Restricted Subsidiary becomes a Restricted Subsidiary, provided that (i) such Debt shall not have been incurred in contemplation of such Restricted Subsidiary becoming a Restricted Subsidiary and (ii) Debt existing as immediately after such Restricted Subsidiary becomes a Restricted Subsidiary no Default or Event of December 31, 2002 and described on Schedule 6J hereto (the "Existing Debt")Default shall exist, and any provided, further, that such Debt extending may not be extended, renewed or refunded except as otherwise permitted by this Agreement; (d) Debt of a Restricted Subsidiary in addition to that otherwise permitted by the maturity of, or refunding or refinancing, in whole or in part, the Existing Debtforegoing provisions of this Section 10.2, provided that on the principal date the Restricted Subsidiary incurs or otherwise becomes liable with respect to any such additional Debt and immediately after giving effect thereto and the concurrent retirement of any other Debt, (i) no Default or Event of Default exists and (ii) the total amount of such Existing all Debt shall not be increased above of Restricted Subsidiaries plus all Debt of the principal amount thereof outstanding immediately prior to such extension, refunding or refinancing, and the direct and contingent obligors therefor shall not be changed, as a result of or in connection with such extension, refunding or refinancing, (iii) Debt Company secured by Liens permitted by paragraph 6D, (ivSection 10.5(k) unsecured Debt incurred in the ordinary course does not exceed 10% of business of the Company's Consolidated Subsidiaries organized outside the United States, (v) book overdraft amounts outstanding at any time, and (vi) unsecured Debt incurred in the ordinary course of business of the Company's Consolidated Subsidiaries organized in the United States in an aggregate amount at any time outstanding of not more than $25,000,000Net Worth; provided, that the foregoing limitations shall not be effective as to any such Subsidiary that has entered into a guaranty for the benefit of the Holders of all payment obligations of the Company under this Agreement."and (ie) Subsection 7A(v) Debt of Paragraph 7 any Restricted Subsidiary evidenced by a Subsidiary Guaranty with respect to the Notes. For the purposes of this Section 10.2, any Person becoming a Restricted Subsidiary after the Agreement is amended by inserting date hereof shall be deemed, at the phrase "5I," immediately preceding the phrase "6Atime it becomes a Restricted Subsidiary, 6B, 6C or 6E"to have incurred all of its then outstanding Debt. (j) The defined term "Reinvestment Yield" in Subsection 10A of Paragraph 10 of the Agreement is amended by inserting the phrase "0.50% plus" immediately preceding the phrase "the yield to maturity implied by".