(2) the Person formed by or surviving any such consolidation or merger (if other
than the Company) or the Person to which such sale, assignment, transfer, conveyance or other disposition has been made assumes all the obligations of the Company under the Notes, this Indenture and the Registration Rights Agreement (if the
Companys registration obligations thereunder have not been completed) pursuant to agreements reasonably satisfactory to the Trustee;
(3) immediately after such transaction, no Default or Event of Default exists;
(4) the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which
such sale, assignment, transfer, conveyance or other disposition has been made would, on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the
applicable four-quarter period, (a) be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.09(a) hereof or (b) have a Fixed Charge Coverage Ratio that is
no less than the Fixed Charge Coverage Ratio of the Company immediately prior to such transaction; and
(5) the Company
delivers to the Trustee an Officers Certificate and an Opinion of Counsel (on which the Trustee may conclusively and exclusively rely), each stating that the Company has complied with all conditions precedent and that such transaction does not
contravene the requirements of this Indenture.
In addition, the Company will not, directly or indirectly, lease all or substantially all
of its and its Restricted Subsidiaries properties or assets, taken as a whole, in one or more related transactions, to any other Person.
(b) This Section 5.01 will not apply to:
(1) a merger of the Company with an Affiliate solely for the purpose of reincorporating the Company in another jurisdiction
under the laws of the United States, any state of the United States or the District of Columbia; or
(2) any consolidation
or merger, or any sale, assignment, transfer, conveyance, lease or other disposition of assets between or among the Company and its Restricted Subsidiaries.
||Successor Corporation Substituted. |
Upon any consolidation or merger, or any sale,
assignment, transfer, lease, conveyance or other disposition of all or substantially all of the properties or assets of the Company and its Restricted Subsidiaries taken as a whole in a transaction that is subject to, and that complies with the
provisions of, Section 5.01 hereof, the successor Person formed by such consolidation or into or with which the Company is merged or to which such sale, assignment, transfer, lease, conveyance or other disposition is made shall succeed to, and
be substituted for (so that from and after the date of such consolidation, merger, sale, assignment, transfer, lease, conveyance or other disposition, the provisions of this Indenture referring to the Company shall refer instead to the
successor Person and not to the Company), and may exercise every right and power of the Company under this Indenture with the same effect as if such successor Person had been named as the Company herein; provided, however, that the
predecessor Company shall not be relieved from the obligation to pay the principal of and interest on the Notes except in the case of a sale of all of the Companys assets in a transaction that is subject to, and that complies with the
provisions of, Section 5.01 hereof.