AGREES TO OR COMMENCES ANY LIQUIDATION, DISSOLUTION OR
WINDING UP OF ITS AFFAIRS; OR ANY OBLIGOR CEASES TO BE SOLVENT;
(J)
ANY INSOLVENCY PROCEEDING IS COMMENCED BY ANY OBLIGOR; AN
INSOLVENCY PROCEEDING IS COMMENCED AGAINST ANY OBLIGOR AND:
SUCH OBLIGOR
CONSENTS TO THE INSTITUTION OF THE PROCEEDING AGAINST IT, THE PETITION
COMMENCING THE PROCEEDING IS NOT TIMELY CONTROVERTED BY SUCH OBLIGOR, SUCH
PETITION IS NOT DISMISSED WITHIN THIRTY (30) DAYS AFTER ITS FILING, OR AN ORDER
FOR
77
RELIEF IS ENTERED IN THE PROCEEDING; A TRUSTEE (INCLUDING AN INTERIM TRUSTEE) IS
APPOINTED TO TAKE POSSESSION OF ANY SUBSTANTIAL PROPERTY OF OR TO OPERATE ANY OF
THE BUSINESS OF ANY OBLIGOR; OR ANY OBLIGOR MAKES AN OFFER OF SETTLEMENT,
EXTENSION OR COMPOSITION TO ITS UNSECURED CREDITORS GENERALLY;
(K)
A REPORTABLE EVENT OCCURS THAT AGENT, IN ITS REASONABLE
DISCRETION, DETERMINES CONSTITUTES GROUNDS FOR TERMINATION BY THE PENSION
BENEFIT GUARANTY CORPORATION OF ANY MULTIEMPLOYER PLAN OR APPOINTMENT OF A
TRUSTEE FOR ANY MULTIEMPLOYER PLAN; ANY MULTIEMPLOYER PLAN IS TERMINATED OR ANY
SUCH TRUSTEE IS REQUESTED OR APPOINTED AND THE RESULTING WITHDRAWAL LIABILITY,
IF ANY, HAS A MATERIAL ADVERSE EFFECT; ANY OBLIGOR IS IN "DEFAULT" (AS DEFINED
IN SECTION 4219(C)(5) OF ERISA) WITH RESPECT TO PAYMENTS TO A MULTIEMPLOYER PLAN
RESULTING FROM ANY WITHDRAWAL THEREFROM;
(L)
ANY OBLIGOR OR ANY OF ITS SENIOR OFFICERS IS CRIMINALLY INDICTED
OR CONVICTED FOR (I) A FELONY COMMITTED IN THE CONDUCT OF SUCH OBLIGOR'S
BUSINESS, OR (II) ANY STATE OR FEDERAL LAW (INCLUDING THE CONTROLLED SUBSTANCES
ACT, MONEY LAUNDERING CONTROL ACT OF 1986 AND ILLEGAL EXPORTATION OF WAR
MATERIALS ACT) THAT COULD REASONABLY BE EXPECTED TO LEAD TO FORFEITURE OF ANY
MATERIAL PROPERTY OR ANY COLLATERAL;
(M)
A CHANGE OF CONTROL OCCURS; OR
(N)
ANY EVENT OF DEFAULT SHALL OCCUR AND CONTINUE TO EXIST BEYOND ANY
APPLICABLE GRACE OR ANY CURE PERIOD UNDER BORROWERS' 9.0% SENIOR NOTES DUE 2012
OR THE INDENTURE RELATING THERETO.
11.2.
REMEDIES UPON DEFAULT
If an Event of Default described in Section 11.1(j) occurs with respect to any
Borrower, then to the extent permitted by Applicable Law, all Obligations shall
become automatically due and payable and all Commitments shall terminate,
without any action by Agent or notice of any kind.
In addition, or if any other
Event of Default exists, Agent may in its discretion (and shall upon written
direction of Required Lenders) do any one or more of the following from time to
time:
(A)
DECLARE ANY OBLIGATIONS IMMEDIATELY DUE AND PAYABLE, WHEREUPON
THEY SHALL BE DUE AND PAYABLE WITHOUT DILIGENCE, PRESENTMENT, DEMAND, PROTEST OR
NOTICE OF ANY KIND, ALL OF WHICH ARE HEREBY WAIVED BY BORROWERS TO THE FULLEST
EXTENT PERMITTED BY LAW;
(B)
TERMINATE, REDUCE OR CONDITION ANY COMMITMENT, OR MAKE ANY
ADJUSTMENT TO THE BORROWING BASE;
(C)
REQUIRE OBLIGORS TO CASH COLLATERALIZE LC OBLIGATIONS, AND, IF
OBLIGORS FAIL PROMPTLY TO DEPOSIT SUCH CASH COLLATERAL, LENDERS MAY (AND SHALL
UPON THE DIRECTION OF REQUIRED LENDERS) ADVANCE THE REQUIRED CASH COLLATERAL AS
REVOLVER LOANS (WHETHER OR NOT AN OVERADVANCE EXISTS OR