NOTE INDENTURE OBLIGATIONS

NOTE INDENTURE OBLIGATIONS. All of (a) HOLDINGS' obligations under and with respect to the DEBT INDENTURE, including, without limitation, all obligations to pay principal in an aggregate principal amount not to exceed $175,000,000 under its 7- 3/4% Senior Subordinated Notes due 2013, and all interest, premium, fees, charges, expenses and indemnities with respect thereto, and all obligations to effect redemptions, repurchases and prepayments with respect thereto, in any case, whether fixed, contingent, matured or... unmatured, and (b) HOLDINGS' obligations under and with respect to such other unsecured DEBT the net proceeds of which are, in whole or in part, designated to be used, and are used reasonably promptly after the incurrence thereof, to refinance in whole or in part the then existing NOTE INDENTURE OBLIGATIONS (including any subsequent refinancing thereof from time to time which constitutes a PERMITTED NOTE REFINANCING); provided, that (i) the aggregate principal amount of such refinancing DEBT and any remaining DEBT under the DEBT INDENTURE (and any PERMITED NOTE REFINANCING thereof) does not exceed $250,000,000; (ii) such refinancing DEBT has a final maturity more than 180 days after the Revolving Commitment Termination Date under and as defined in the BANK LOAN FACILITY (or other comparable definition relating to the termination date for the revolving credit facility in the BANK LOAN FACILITY) and requires no scheduled payment of principal in cash prior to such date and (iii) includes (A) subordination provisions reasonably acceptable to TRAVELERS and (B) covenants, events of default and other terms and provisions (including quantities thereof) that are no more restrictive, when taken as a whole to HOLDINGS and its SUBSIDIARIES than are (x) in the case of any public issuance (including through a 144A or other similar issuance) of DEBT by HOLDINGS, customary at the time of such refinancing of such type for issuers with a debt rating similar to that of HOLDINGS and (y) in the case of any private issuance of DEBT by HOLDINGS, as set forth in the DEBT INDENTURE (any such refinancing as described in this clause (b), a "PERMITTED NOTE REFINANCING"). View More