IMMEDIATELY AFTER GIVING EFFECT THERETO IN THE CASE OF ANY SUCH
MERGER TO WHICH ANY LOAN PARTY IS A PARTY, SUCH LOAN PARTY IS THE SURVIVING
CORPORATION.
7.05
Dispositions.
Make any Disposition or enter into any agreement to
make any Disposition, except:
(A)
DISPOSITIONS OF OBSOLETE, SURPLUS OR WORN OUT PROPERTY, WHETHER NOW OWNED
OR HEREAFTER ACQUIRED, IN THE ORDINARY COURSE OF BUSINESS;
(B)
DISPOSITIONS OF INVENTORY IN THE ORDINARY COURSE OF BUSINESS;
(C)
DISPOSITIONS OF EQUIPMENT TO THE EXTENT THAT (I) SUCH PROPERTY IS
EXCHANGED FOR CREDIT AGAINST THE PURCHASE PRICE OF SIMILAR REPLACEMENT PROPERTY
OR (II) THE PROCEEDS OF SUCH DISPOSITION ARE REASONABLY PROMPTLY APPLIED TO THE
PURCHASE PRICE OF SUCH REPLACEMENT PROPERTY;
(D)
DISPOSITIONS OF PROPERTY BY ANY SUBSIDIARY TO EITHER BORROWER OR TO A
WHOLLY-OWNED SUBSIDIARY (OTHER THAN AN EXCLUDED SUBSIDIARY); PROVIDED THAT IF
THE TRANSFEROR OF SUCH PROPERTY IS A GUARANTOR, THE TRANSFEREE THEREOF MUST
EITHER BE A BORROWER OR A GUARANTOR;
(E)
DISPOSITIONS PERMITTED BY SECTION 7.04; AND
(F)
DISPOSITIONS (OTHER THAN OF REAL PROPERTY) BY THE BORROWERS AND ANY OF
THEIR SUBSIDIARIES NOT OTHERWISE PERMITTED UNDER THIS SECTION 7.05; PROVIDED
THAT (I) AT THE TIME OF SUCH DISPOSITION, NO DEFAULT SHALL EXIST OR WOULD RESULT
FROM SUCH DISPOSITION, (II) THE AGGREGATE BOOK VALUE OF ALL PROPERTY DISPOSED OF
IN RELIANCE ON THIS CLAUSE (F) IN ANY FISCAL YEAR SHALL NOT EXCEED $2,000,000
AND (III) THE PURCHASE PRICE FOR SUCH ASSET SHALL BE PAID TO SUCH BORROWER OR
SUCH SUBSIDIARY SOLELY IN CASH.
provided, however, that any Disposition pursuant to Section 7.05(a) through
Section 7.05(f) shall be for fair market value.
7.06
Restricted Payments.
Declare or make, directly or indirectly, any
Restricted Payment, or incur any obligation (contingent or otherwise) to do so,
or issue or sell any Equity Interests or accept any capital contributions,
except that, so long as no Default shall have occurred and be continuing at the
time of any action described below or would result therefrom:
(A)
EACH SUBSIDIARY (OTHER THAN A BORROWER) MAY MAKE RESTRICTED PAYMENTS TO
(I) THE BORROWERS AND (II) ANY SUBSIDIARIES OF EITHER BORROWER THAT ARE
GUARANTORS;
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(B)
EACH BORROWER AND EACH SUBSIDIARY MAY DECLARE AND MAKE DIVIDEND PAYMENTS
OR OTHER DISTRIBUTIONS PAYABLE SOLELY IN THE COMMON STOCK OR OTHER COMMON EQUITY
INTERESTS OF SUCH PERSON;
(C)
PMG MAY MAKE PAYMENTS TO HOLDINGS IN AN AMOUNT NOT TO EXCEED AN AMOUNT
NECESSARY TO PERMIT HOLDINGS TO PAY (I) REASONABLE AND CUSTOMARY CORPORATE AND
OPERATING EXPENSES (INCLUDING REASONABLE OUT-OF-POCKET EXPENSES FOR LEGAL,
ADMINISTRATIVE AND ACCOUNTING SERVICES PROVIDED BY THIRD PARTIES, AND
COMPENSATION, BENEFITS AND OTHER AMOUNTS PAYABLE TO OFFICERS AND EMPLOYEES IN
CONNECTION WITH THEIR EMPLOYMENT IN THE ORDINARY COURSE OF BUSINESS AND TO BOARD
OF DIRECTOR OBSERVERS AND (II) FRANCHISE FEES OR SIMILAR TAXES AND FEES REQUIRED
TO MAINTAIN ITS CORPORATE EXISTENCE;
(D)
RESTRICTED PAYMENTS BY ANY LOAN PARTY OR ITS SUBSIDIARY TO ANY OTHER LOAN
PARTY IN AN AMOUNT NECESSARY TO FUND FEDERAL AND STATE INCOME TAXES ATTRIBUTABLE
TO THE TAXABLE INCOME OF