Agent, not
less than three (3) Business Days prior to the proposed closing date of any such
acquisition, written evidence of the pro forma satisfaction of the other
conditions set forth above after giving effect to such acquisition; and (b)
Permitted Investments.
10.2.6.
DISPOSITION OF ASSETS
Make any Asset Disposition at any time that Borrowers do not satisfy the
Availability Condition or an Event of Default exists, except (a) a Permitted
Asset Disposition,
73
(b) a disposition of Equipment under Section 8.4.2 or (c) transfer of Property
by a Subsidiary or Obligor to a Borrower; provided that unless the Availability
Conditions are satisfied and no Event of Default exists as of the date of any
such disposition, the Net Proceeds of any such disposition shall be remitted to
Agent for application to the Obligations.
10.2.7.
LOANS
MAKE ANY LOANS OR OTHER ADVANCES OF MONEY TO ANY PERSON AT ANY TIME THAT THE
BORROWERS DO NOT SATISFY THE LIQUIDITY CONDITION, EXCEPT (A) ADVANCES TO AN
OFFICER OR EMPLOYEE OF A BORROWER, A SUBSIDIARY, JV EUROPE OR SE HOLDING (OR ANY
SUBSIDIARY THEREOF) FOR SALARY, BONUS, TRAVEL EXPENSES, MOVING AND OTHER
RELOCATION EXPENSES, COMMISSIONS AND SIMILAR ITEMS IN THE ORDINARY COURSE OF
BUSINESS; (B) PREPAID EXPENSES AND EXTENSIONS OF TRADE CREDIT MADE IN THE
ORDINARY COURSE OF BUSINESS; (C) DEPOSITS WITH FINANCIAL INSTITUTIONS PERMITTED
HEREUNDER; (D) AS LONG AS NO DEFAULT OR EVENT OF DEFAULT EXISTS, INTERCOMPANY
LOANS BY A BORROWER TO ANOTHER BORROWER OR A SUBSIDIARY GUARANTOR, OR BY A
SUBSIDIARY GUARANTOR TO A BORROWER OR ANOTHER SUBSIDIARY GUARANTOR; (E) DEBT
PERMITTED UNDER SECTION 10.1.1; AND (F) INVESTMENTS PERMITTED UNDER SECTION
10.2.5.
10.2.8.
RESTRICTIONS ON PAYMENT OF BORROWERS' 9.0% SENIOR NOTES DUE 2012;
MODIFICATIONS
(A)
MAKE ANY PAYMENTS (WHETHER VOLUNTARY OR MANDATORY, OR A
PREPAYMENT, REDEMPTION, RETIREMENT, DEFEASANCE OR ACQUISITION) WITH RESPECT TO
THE BORROWERS' 9% SENIOR NOTES DUE 2012 AT ANY TIME THAT THE BORROWERS DO NOT
SATISFY THE LIQUIDITY CONDITION EXCEPT (A) A REDEMPTION OR PURCHASE OF SUCH
NOTES SO LONG AS (I) SUCH REDEMPTION OR PURCHASE IS MADE PURSUANT TO THE TERMS
OF, AND IN AN AMOUNT NO GREATER THAN THAT AMOUNT REQUIRED TO BE REDEEMED BY,
SECTION 4.10 OF THE INDENTURE GOVERNING SUCH NOTES AS IN EFFECT ON THE CLOSING
DATE,
(III) NO EVENT OF DEFAULT SHALL EXIST ON THE DATE OF AND AFTER GIVING
EFFECT TO SUCH REDEMPTION OR PURCHASE, AND (IV) BORROWERS SHALL HAVE DELIVERED
TO EACH OF AGENT AND THE BANK OF NEW YORK, AS TRUSTEE FOR THE HOLDERS OF THE
BORROWERS 9.% SENIOR NOTES DUE 2012 A CERTIFICATE CERTIFYING THAT THE ABOVE
CONDITIONS HAVE BEEN SATISFIED AND THAT THE REDEMPTION OR PURCHASE IS OTHERWISE
PERMITTED BY THE TERMS OF THE AGREEMENT.
(B)
ENTER INTO OR CONSENT TO ANY AMENDMENT, SUPPLEMENT, WAIVER OR
OTHER MODIFICATION OF THE TERMS OR PROVISIONS CONTAINED IN, OR APPLICABLE TO THE
INDENTURE FOR THE BORROWERS' 9% SENIOR NOTES DUE 2012 OR THE BORROWERS' 9%
SENIOR NOTES DUE 2012, TO THE EXTENT THAT ANY SUCH AMENDMENT, SUPPLEMENT, WAIVER
OR