THE PERFECTION OF ANY LIENS IN FAVOR OF AGENT, ON BEHALF OF LENDERS, IN
ANY COLLATERAL, HAS BEEN COMPLETED OR TAKEN.
NO CREDIT PARTY SHALL CHANGE ITS
FISCAL YEAR.
6.16
NO IMPAIRMENT OF INTERCOMPANY TRANSFERS.
SUCH
CREDIT PARTY SHALL NOT DIRECTLY OR INDIRECTLY ENTER INTO OR BECOME BOUND BY ANY
AGREEMENT, INSTRUMENT, INDENTURE OR OTHER OBLIGATION (OTHER THAN THIS AGREEMENT
AND THE OTHER LOAN DOCUMENTS) THAT COULD DIRECTLY OR INDIRECTLY RESTRICT,
PROHIBIT OR REQUIRE THE CONSENT OF ANY PERSON WITH RESPECT TO THE PAYMENT OF
DIVIDENDS OR DISTRIBUTIONS OR THE MAKING OR REPAYMENT OF INTERCOMPANY LOANS BY A
SECURED GUARANTOR TO BORROWER.
6.17
NO SPECULATIVE TRANSACTIONS.
SUCH CREDIT PARTY
SHALL NOT ENGAGE IN ANY TRANSACTION INVOLVING COMMODITY OPTIONS, FUTURES
CONTRACTS OR SIMILAR TRANSACTIONS, EXCEPT SOLELY TO HEDGE AGAINST FLUCTUATIONS
IN THE PRICES OF COMMODITIES OWNED OR PURCHASED BY IT AND THE VALUES OF FOREIGN
CURRENCIES RECEIVABLE OR PAYABLE BY IT AND INTEREST SWAPS, CAPS OR COLLARS.
6.18
CHANGES RELATING TO SUBORDINATED DEBT; MATERIAL
CONTRACTS.
SUCH CREDIT PARTY SHALL NOT CHANGE OR AMEND THE TERMS OF ANY
SUBORDINATED DEBT (OR ANY INDENTURE OR AGREEMENT IN CONNECTION THEREWITH) IF THE
EFFECT OF SUCH AMENDMENT IS TO:
(A) INCREASE THE INTEREST RATE ON SUCH
SUBORDINATED DEBT; (B) CHANGE THE DATES UPON WHICH PAYMENTS OF PRINCIPAL OR
INTEREST ARE DUE ON SUCH SUBORDINATED DEBT OTHER THAN TO EXTEND SUCH DATES; (C)
CHANGE ANY DEFAULT OR EVENT OF DEFAULT OTHER THAN TO DELETE OR MAKE LESS
RESTRICTIVE ANY DEFAULT PROVISION THEREIN, OR ADD ANY COVENANT WITH RESPECT TO
SUCH SUBORDINATED DEBT; (D) CHANGE THE REDEMPTION OR PREPAYMENT PROVISIONS OF
SUCH SUBORDINATED DEBT OTHER THAN TO EXTEND THE DATES THEREFOR OR TO REDUCE THE
PREMIUMS PAYABLE IN CONNECTION THEREWITH; (E) GRANT ANY SECURITY OR COLLATERAL
TO SECURE PAYMENT OF SUCH SUBORDINATED DEBT; OR (F) CHANGE OR AMEND ANY OTHER
TERM IF SUCH CHANGE OR AMENDMENT WOULD MATERIALLY INCREASE THE OBLIGATIONS OF
THE CREDIT PARTY THEREUNDER OR CONFER ADDITIONAL MATERIAL RIGHTS ON THE HOLDER
OF SUCH SUBORDINATED DEBT IN A MANNER ADVERSE TO ANY CREDIT PARTY, AGENT OR ANY
LENDER.
6.19
REDEMPTIONS.
(A)
PROCEEDS OF LOANS USED BY BORROWER TO FUND
THE RECAPITALIZATION ON THE CLOSING DATE OR AT ANY TIME PRIOR TO DECEMBER 16,
2002 SHALL NOT EXCEED $30,000,000 IN THE AGGREGATE.
(B)
PRIOR TO ANY RECAPITALIZATION PAYMENT,
BORROWER SHALL DELIVER TO AGENT EVIDENCE DEMONSTRATING BORROWER'S CONTINUED
COMPLIANCE WITH THE FINANCIAL COVENANTS AFTER GIVING EFFECT TO SUCH PAYMENT.
6.20
HOLDINGS AND SCHAUBLIN HOLDING.
(A)
HOLDINGS SHALL NOT ENGAGE IN ANY TRADE OR
BUSINESS OR INCUR ANY INDEBTEDNESS OTHER THAN THE ZERO COUPON DEBT OR ANY
REFINANCING THEREOF.
(B)
SCHAUBLIN HOLDING SHALL NOT ENGAGE IN ANY
TRADE OR BUSINESS OR INCUR ANY INDEBTEDNESS OTHER THAN THE SCHAUBLIN HOLDING
INTERCOMPANY LOANS.
56
7.
TERM
7.1
TERMINATION.
THE FINANCING ARRANGEMENTS
CONTEMPLATED HEREBY SHALL BE IN EFFECT UNTIL THE COMMITMENT TERMINATION DATE,
AND THE LOANS AND ALL OTHER OBLIGATIONS SHALL BE AUTOMATICALLY DUE AND PAYABLE
IN FULL ON SUCH DATE.
7.2
SURVIVAL OF OBLIGATIONS UPON TERMINATION OF
FINANCING ARRANGEMENTS.