CREDIT PARTY SHALL, NOR SHALL PERMIT ANY OF ITS SUBSIDIARIES
TO, ENGAGE IN ANY BUSINESS OTHER THAN THE BUSINESS ENGAGED IN BY SUCH CREDIT
PARTY ON THE CLOSING DATE AND SIMILAR OR RELATED BUSINESSES.
SECTION 6.12.
RESTRICTIONS ON SUBSIDIARY DISTRIBUTIONS.
EXCEPT AS OTHERWISE PERMITTED HEREIN, NO CREDIT PARTY SHALL, NOR SHALL IT PERMIT
ANY OF ITS SUBSIDIARIES TO, CREATE OR OTHERWISE CAUSE OR SUFFER TO EXIST OR
BECOME EFFECTIVE ANY CONSENSUAL ENCUMBRANCE OR RESTRICTION OF ANY KIND ON THE
ABILITY OF ANY SUBSIDIARY OF THE BORROWER TO (A) PAY DIVIDENDS OR MAKE ANY OTHER
DISTRIBUTIONS ON ANY OF SUCH SUBSIDIARY'S CAPITAL STOCK OWNED BY THE BORROWER OR
ANY OTHER SUBSIDIARY OF THE BORROWER, (B) REPAY OR PREPAY ANY INDEBTEDNESS OWED
BY SUCH SUBSIDIARY TO THE BORROWER OR ANY SUBSIDIARY OF THE BORROWER, (C) MAKE
LOANS OR ADVANCES TO THE BORROWER OR ANY OTHER SUBSIDIARY OF THE BORROWER, OR
(D) TRANSFER ANY OF ITS PROPERTY OR ASSETS TO THE BORROWER OR ANY OTHER
SUBSIDIARY OF THE BORROWER OTHER THAN RESTRICTIONS (I) IN AGREEMENTS EVIDENCING
INDEBTEDNESS PERMITTED BY SECTION 6.1(B) THAT IMPOSE RESTRICTIONS ON THE
PROPERTY SO ACQUIRED, (II) IN THE SENIOR SECURED NOTES INDENTURE AND THE SENIOR
SUBORDINATED NOTES INDENTURE, (III) BY REASON OF CUSTOMARY PROVISIONS
RESTRICTING ASSIGNMENTS, SUBLETTING OR OTHER TRANSFERS CONTAINED IN LEASES,
LICENSES, JOINT VENTURE AGREEMENTS AND SIMILAR AGREEMENTS ENTERED INTO IN THE
ORDINARY COURSE OF BUSINESS, (IV) ANY PERMITTED LIEN OR ANY DOCUMENT OR
INSTRUMENT GOVERNING ANY PERMITTED LIEN; PROVIDED THAT ANY SUCH RESTRICTION
CONTAINED THEREIN RELATES ONLY TO THE ASSET OR ASSETS SUBJECT TO SUCH PERMITTED
LIEN, (V) THAT ARE OR WERE CREATED BY VIRTUE OF ANY TRANSFER OF, AGREEMENT TO
TRANSFER OR OPTION OR RIGHT WITH RESPECT TO ANY PROPERTY, ASSETS OR CAPITAL
STOCK NOT OTHERWISE PROHIBITED UNDER THIS AGREEMENT, (VI) IMPOSED BY APPLICABLE
LAW, (VII) CONTAINED IN THE LOAN DOCUMENTS AND (VIII) IN AGREEMENTS EVIDENCING
INDEBTEDNESS PERMITTED BY CLAUSES (C), (E), (F), (I), (K) AND (M) OF
SECTION 6.1.
SECTION 6.13.
AMENDMENTS TO ORGANIZATIONAL DOCUMENTS,
SENIOR SECURED NOTES INDENTURE AND SENIOR SUBORDINATED NOTES INDENTURE.
NONE OF
THE CREDIT PARTIES SHALL SUPPLEMENT, MODIFY, AMEND, RESTATE, EXTEND OR OTHERWISE
CHANGE
THE TERMS OF OR WAIVE ANY PROVISION OF (A) ANY CREDIT PARTY'S ARTICLES
OF INCORPORATION, CERTIFICATE OF FORMATION, BYLAWS, OPERATING AGREEMENT OR
LIMITED PARTNERSHIP AGREEMENT OR ANY SIMILAR ORGANIZATIONAL DOCUMENT, IF SUCH
SUPPLEMENT, MODIFICATION, AMENDMENT, RESTATEMENT, EXTENSION, CHANGE OR WAIVER
WOULD BE MATERIALLY ADVERSE TO ADMINISTRATIVE AGENT OR THE LENDERS OR (B) THE
SENIOR SECURED NOTES INDENTURE OR THE SENIOR SUBORDINATED NOTES INDENTURE OR ANY
DOCUMENT RELATED THERETO THAT WOULD:
(I)
INCREASE THE PRINCIPAL AMOUNT OF THE
SENIOR SECURED INDENTURE OR THE SENIOR SUBORDINATED INDENTURE IN EXCESS OF THE
AMOUNT PERMITTED UNDER THIS AGREEMENT;
(II)
INCREASE THE INTEREST RATE OR YIELD
PROVISIONS APPLICABLE TO THE SENIOR SECURED NOTES OR THE SENIOR SUBORDINATED
NOTES;
64
(III)
CHANGE ANY DEFAULT OR EVENT OF DEFAULT OR
CONDITION TO A DEFAULT OR AN EVENT OF DEFAULT WITH RESPECT THERETO (OTHER THAN
TO ELIMINATE ANY SUCH EVENT OF DEFAULT OR