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This excerpt taken from the CVS 8-K filed Mar 23, 2007. “Dividend Restrictions”).
Notwithstanding the foregoing, nothing in this Section 8.7 shall
prohibit:
(i) Dividend Restrictions
set forth in any
Restrictive Agreement in effect on the date hereof and any extensions,
refinancings, renewals or replacements thereof, provided that
the Dividend Restrictions in any such
extensions, refinancings, renewals or replacements are no less favorable in
any
material respect to the Lenders than those Dividend Restrictions that are then
in effect and that are being extended, refinanced, renewed or
replaced;
(ii) Dividend Restrictions
existing with
respect to any Person acquired by the Borrower or any Subsidiary and existing
at
the time of such acquisition, which Dividend Restrictions are not applicable
to
any Person or the property or assets of any Person other than such Person or
its
property or assets acquired, and any extensions, refinancings, renewals or
replacements of any of the foregoing, provided
that the
Dividend Restrictions in any such extensions, refinancings, renewals or
replacements are no less favorable in any material respect to the Lenders than
those Dividend Restrictions that are then in effect and that are being extended,
refinanced, renewed or replaced;
(iii) Dividend
Restrictions consisting of
customary net worth, leverage and other financial covenants, customary covenants
regarding the merger of or sale of assets of a Subsidiary, customary
restrictions on transactions with affiliates, and customary subordination
provisions governing Indebtedness owed to the Borrower or any Subsidiary, in
each case contained in, or required by, any agreement governing Indebtedness
incurred by a Subsidiary in accordance with Section 8.1; or
(iv) Dividend Restrictions
contained in any
other credit agreement so long as such Dividend Restrictions are no more
restrictive than those contained in this Agreement (including Dividend
Restrictions contained in the Existing 2004 Five Year Credit Agreement, the
Existing 2005 Five Year Credit Agreement, the Existing 2006 Five Year Credit
Agreement, the 2007 Bridge Credit Agreement and the 2007 364 Day Credit
Agreement).
8.8 |
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