AND BONUSES) PAID TO OFFICERS AND
EMPLOYEES OF SSCC, THE BORROWER OR ANY SUBSIDIARY, (E) MANAGEMENT AND FINANCIAL
SERVICES PROVIDED BY SSCC, THE BORROWER OR ANY SUBSIDIARY TO ANY OTHER
SUBSIDIARY OR ANY OTHER ENTITY IN WHICH SSCC, THE BORROWER OR SUCH SUBSIDIARY
HAS INVESTMENTS TO THE EXTENT THAT SUCH SERVICES ARE PROVIDED BY SSCC, THE
BORROWER OR SUCH SUBSIDIARY IN THE ORDINARY COURSE OF ITS BUSINESS AND SENIOR
MANAGEMENT OF SUCH PERSON HAS DETERMINED THAT THE PROVIDING OF SUCH SERVICES IS
IN THE BEST INTERESTS OF SUCH PERSON AND (F) THE TRANSACTIONS EFFECTED ON THE
FUNDING DATE IN CONNECTION WITH THE EFFECTIVENESS OF, AND PURSUANT TO THE TERMS
OF, THE PLAN OF REORGANIZATION.
SECTION 6.08. BUSINESS.
ENGAGE AT ANY TIME IN ANY BUSINESS OTHER THAN THE
BUSINESSES ENGAGED IN BY THE BORROWER OR ANY SUBSIDIARY ON THE CLOSING DATE AND
BUSINESSES THAT ARE REASONABLY SIMILAR OR REASONABLY RELATED THERETO, OR ARE
REASONABLE EXTENSIONS THEREOF.
SECTION 6.09. LIMITATIONS ON DEBT PREPAYMENTS.
OPTIONALLY PREPAY, REPURCHASE OR
REDEEM OR OTHERWISE OPTIONALLY DEFEASE OR SEGREGATE FUNDS WITH RESPECT TO
(COLLECTIVELY, "PREPAY") ANY PERMITTED NOTES OR OTHER LONG-TERM CAPITAL MARKETS
INDEBTEDNESS; PROVIDED, HOWEVER, THAT THE FOREGOING WILL NOT PROHIBIT (I) ANY
REFINANCING OF SUCH INDEBTEDNESS PURSUANT TO THE ISSUANCE OF PERMITTED
REFINANCING INDEBTEDNESS WITH RESPECT THERETO THAT IS OTHERWISE PERMITTED BY
THIS AGREEMENT, (II) THE TRANSACTIONS EFFECTED ON THE FUNDING DATE IN CONNECTION
WITH THE EFFECTIVENESS OF, AND PURSUANT TO THE TERMS OF, THE PLAN OF
REORGANIZATION, (III) ANY REPAYMENTS OR PREPAYMENTS IN RESPECT OF OBLIGATIONS
UNDER THE REVOLVING FACILITY AND (IV) ANY PREPAYMENT, REPURCHASE, REDEMPTION OR
DEFEASANCE OF INDEBTEDNESS UP TO $200,000,000 IN AGGREGATE PRINCIPAL AMOUNT, IF
AT THE TIME THEREOF AND AFTER GIVING EFFECT THERETO, (A) THE CONSOLIDATED SENIOR
SECURED LEVERAGE RATIO WOULD BE LESS THAN 2.50 TO 1.00 AND (B) THE SUM OF
(1) THE AMOUNT OF AVAILABILITY UNDER THE REVOLVING FACILITY AND (2) THE
AGGREGATE AMOUNT OF ALL UNRESTRICTED CASH AND UNRESTRICTED PERMITTED INVESTMENTS
OF THE BORROWER AND ITS SUBSIDIARIES SHALL NOT BE LESS THAN $350,000,000.
SECTION 6.10. AMENDMENT OF CERTAIN DOCUMENTS.
(A)
AMEND, MODIFY OR GRANT ANY
WAIVER WITH RESPECT TO ANY INDENTURE, NOTE OR ANY OTHER INSTRUMENT EVIDENCING
INDEBTEDNESS OF SSCC, THE BORROWER OR ANY SUBSIDIARY IN AN AGGREGATE
99
PRINCIPAL AMOUNT IN EXCESS OF $100,000,000 (OTHER THAN ANY SUCH INDEBTEDNESS
OWED TO SSCC, THE BORROWER OR ANY SUBSIDIARY), IF SUCH AMENDMENT, MODIFICATION,
OR WAIVER HAS THE EFFECT OF (I) INCREASING THE AMOUNTS DUE IN RESPECT OF ANY
SUCH INDENTURE, NOTE OR OTHER INSTRUMENT OR, OTHER THAN WITH RESPECT TO THE
REVOLVING FACILITY, ANY INTEREST RATE THEREUNDER, UNLESS ANY SUCH INCREASE IN
AMOUNT WOULD BE PERMITTED UNDER SECTION 6.01 AND EXCEPT THAT ANY INCREASE IN ANY
INTEREST RATE RESULTING FROM SUCH AMENDMENT OR MODIFICATION WILL BE PERMITTED
IF, AFTER GIVING PRO FORMA EFFECT THERETO, THE BORROWER COULD INCUR AT LEAST
$1.00 OF ADDITIONAL INDEBTEDNESS UNDER THE INCURRENCE TEST, (II) SUBJECTING ANY
PROPERTY OF SSCC, THE BORROWER OR ANY SUBSIDIARY TO ANY LIEN, OTHER THAN LIENS
PERMITTED UNDER