of original issue discount, the
payment of interest on any Indebtedness in the form of additional Indebtedness
with the same terms will not be deemed to be an incurrence of Indebtedness for
purposes of this Section 7.8.
Notwithstanding any other provision of this
Section 7.8, the maximum amount of Indebtedness that any Borrower may incur
pursuant to this Section 7.8 shall not be deemed to be exceeded solely as a
result of fluctuations in exchange rates or currency values.
7.9.
NATURE OF BUSINESS.
SUBSTANTIALLY CHANGE THE
NATURE OF THE BUSINESS IN WHICH IT IS PRESENTLY ENGAGED, NOR EXCEPT AS
SPECIFICALLY PERMITTED HEREBY PURCHASE OR INVEST, DIRECTLY OR INDIRECTLY, IN ANY
ASSETS OR PROPERTY OTHER THAN IN THE ORDINARY COURSE OF BUSINESS FOR ASSETS OR
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PROPERTY WHICH ARE USEFUL IN, NECESSARY FOR AND ARE TO BE USED IN ITS BUSINESS
AS PRESENTLY CONDUCTED.
7.10.
TRANSACTIONS WITH AFFILIATES.
DIRECTLY OR
INDIRECTLY, PURCHASE, ACQUIRE OR LEASE ANY PROPERTY FROM, OR SELL, TRANSFER OR
LEASE ANY PROPERTY TO, OR OTHERWISE ENTER INTO ANY TRANSACTION OR DEAL WITH, ANY
AFFILIATE, EXCEPT (A) TRANSACTIONS DISCLOSED TO THE AGENT, WHICH ARE IN THE
ORDINARY COURSE OF BUSINESS, ON AN ARM'S-LENGTH BASIS ON TERMS AND CONDITIONS NO
LESS FAVORABLE THAN TERMS AND CONDITIONS WHICH WOULD HAVE BEEN OBTAINABLE FROM A
PERSON OTHER THAN AN AFFILIATE, AND (B) SALES OF INVENTORY TO SEACOR CAPITAL
CORPORATION OR SEACOR ENERGY, INC..
7.11.
LEASES.
ENTER AS LESSEE INTO ANY LEASE ARRANGEMENT
FOR REAL OR PERSONAL PROPERTY (UNLESS CAPITALIZED AND PERMITTED UNDER
SECTION 7.6 HEREOF) IF AFTER GIVING EFFECT THERETO, AGGREGATE ANNUAL RENTAL
PAYMENTS FOR ALL LEASED PROPERTY WOULD EXCEED $10,000,000 IN ANY ONE FISCAL YEAR
IN THE AGGREGATE FOR ALL BORROWERS.
7.12.
SUBSIDIARIES.
(A)
FORM ANY SUBSIDIARY UNLESS (I) SUCH
SUBSIDIARY EXPRESSLY JOINS IN THIS AGREEMENT AS A BORROWER AND BECOMES JOINTLY
AND SEVERALLY LIABLE FOR THE OBLIGATIONS OF BORROWERS HEREUNDER, UNDER THE NOTE,
AND UNDER ANY OTHER AGREEMENT BETWEEN ANY BORROWER AND LENDERS AND (II) AGENT
SHALL HAVE RECEIVED ALL DOCUMENTS, INCLUDING LEGAL OPINIONS, IT MAY REASONABLY
REQUIRE TO ESTABLISH COMPLIANCE WITH EACH OF THE FOREGOING CONDITIONS.
(B)
ENTER INTO ANY PARTNERSHIP, JOINT VENTURE OR
SIMILAR ARRANGEMENT.
7.13.
FISCAL YEAR AND ACCOUNTING CHANGES.
CHANGE ITS
FISCAL YEAR FROM DECEMBER 31 OR MAKE ANY MATERIAL CHANGE (I) IN ACCOUNTING
TREATMENT AND REPORTING PRACTICES EXCEPT AS REQUIRED BY GAAP OR (II) IN TAX
REPORTING TREATMENT EXCEPT AS REQUIRED BY LAW.
7.14.
PLEDGE OF CREDIT.
NOW OR HEREAFTER PLEDGE AGENT'S
OR ANY LENDER'S CREDIT ON ANY PURCHASES OR FOR ANY PURPOSE WHATSOEVER OR USE ANY
PORTION OF ANY ADVANCE IN OR FOR ANY BUSINESS OTHER THAN SUCH BORROWER'S
BUSINESS AS CONDUCTED ON THE DATE OF THIS AGREEMENT.
7.15.
AMENDMENT OF ARTICLES OF INCORPORATION, BY-LAWS,
CERTIFICATE OF FORMATION, OPERATING AGREEMENT.
AMEND, MODIFY OR WAIVE ANY TERM
OR MATERIAL PROVISION OF ITS ARTICLES OF INCORPORATION OR BY-LAWS OR CERTIFICATE
OF FORMATION OR OPERATING AGREEMENT UNLESS REQUIRED BY LAW.
7.16.
COMPLIANCE WITH ERISA.
(I) (X) MAINTAIN, OR PERMIT
ANY MEMBER OF THE CONTROLLED GROUP TO