IN THE AGGREGATE MATERIALLY DETRACT FROM THE VALUE OF
THE BORROWER'S OR ANY OF ITS SUBSIDIARIES' PROPERTY OR ASSETS OR MATERIALLY
IMPAIR THE USE THEREOF IN THE OPERATION OF BORROWER'S OR ANY OF ITS
SUBSIDIARIES' BUSINESSES);
(I)
LIENS IN FAVOR OF THE BORROWER ON ASSETS
OF ITS SUBSIDIARIES, AND LIENS IN FAVOR OF SUBSIDIARIES OF THE BORROWER ON
ASSETS OF THE BORROWER;
(J)
LIENS SECURING INDUSTRIAL DEVELOPMENT OR
POLLUTION CONTROL BONDS SO LONG AS SUCH LIENS ATTACH SOLELY TO THE PROPERTY
ACQUIRED, CONSTRUCTED OR IMPROVED WITH THE PROCEEDS OF SUCH BONDS; AND
(K)
ANY LIEN NOT OTHERWISE PERMITTED BY THIS
SECTION 7.03 SECURING INDEBTEDNESS, PROVIDED THAT, IMMEDIATELY AFTER GIVING
EFFECT THERETO (AND TO THE INCURRENCE OF SUCH INDEBTEDNESS SECURED THEREBY), THE
SUM OF (WITHOUT DUPLICATION AND EXCLUDING ANY INDEBTEDNESS PAYABLE TO THE
BORROWER OR A SUBSIDIARY) (I) THE AGGREGATE OUTSTANDING AMOUNT OF INDEBTEDNESS
OF THE BORROWER AND ITS SUBSIDIARIES SECURED BY ALL LIENS DESCRIBED IN CLAUSES
(B), (C) AND (K) OF THIS SECTION 7.03 (EXCLUDING ANY SUCH LIENS DESCRIBED IN
CLAUSES (D) THROUGH (J) OF THIS SECTION 7.03) AND (II) THE ATTRIBUTABLE VALUE OF
ALL SALE-LEASEBACK TRANSACTIONS ENTERED INTO BY THE BORROWER AND ITS
SUBSIDIARIES IN THE AGGREGATE DOES NOT EXCEED 15% OF CONSOLIDATED NET TANGIBLE
ASSETS.
7.04
MERGERS, ASSET DISPOSITIONS, ETC.
THE BORROWER WILL
NOT, NOR WILL IT PERMIT ANY OF ITS SUBSIDIARIES TO, LIQUIDATE, DISSOLVE OR ENTER
INTO ANY CONSOLIDATION, MERGER, JOINT VENTURE OR ANY OTHER COMBINATION OR SELL,
LEASE, ASSIGN, TRANSFER OR OTHERWISE DISPOSE OF ANY ASSETS OR STOCK, WHETHER NOW
OWNED OR HEREAFTER ACQUIRED, IN A SINGLE TRANSACTION OR IN A SERIES OF
TRANSACTIONS OTHER THAN:
(A)
SALES OF INVENTORY IN THE ORDINARY COURSE
OF BUSINESS;
(B)
THE MERGER OR CONSOLIDATION OF ANY
SUBSIDIARY WITH OR INTO THE BORROWER OR A WHOLLY-OWNED SUBSIDIARY;
(C)
THE MERGER OR CONSOLIDATION OF ANY OTHER
PERSON WITH OR INTO THE BORROWER OR ANY SUBSIDIARY, SO LONG AS, AFTER GIVING
EFFECT THERETO, (I) THE BORROWER OR ITS SUBSIDIARY, AS THE CASE MAY BE, IS THE
SURVIVING ENTITY AND (II) NO DEFAULT OR EVENT OF DEFAULT WOULD EXIST;
(D)
SALES OF ASSETS OR STOCK BY THE BORROWER OR
A SUBSIDIARY TO A WHOLLY-OWNED SUBSIDIARY OR THE BORROWER; AND
(E)
(I) SALES OF ASSETS OR STOCK TO ANY OTHER
PERSON OR (II) LIQUIDATIONS OF SUBSIDIARIES (OTHER THAN A PRINCIPAL SUBSIDIARY)
IF, AFTER GIVING EFFECT THERETO, THE AGGREGATE BOOK VALUE OF SUCH ASSETS OR
STOCK DISPOSED OF OR LIQUIDATED DOES NOT, DURING THE MOST RECENT PERIOD OF 12
CONSECUTIVE MONTHS, EXCEED 20% OF CONSOLIDATED NET TANGIBLE ASSETS AS AT THE END
OF THE BORROWER'S IMMEDIATELY PRECEDING FISCAL YEAR; AND
(F)
JOINT VENTURES BETWEEN SUBSIDIARIES,
BETWEEN ONE OR MORE SUBSIDIARIES AND THE BORROWER, BETWEEN THE BORROWER AND
OTHER PERSONS AND BETWEEN SUBSIDIARIES AND OTHER PERSONS.
7.05
EBIT TO INTEREST EXPENSE RATIO.
THE BORROWER WILL
NOT PERMIT THE RATIO OF EBIT TO INTEREST EXPENSE TO BE LESS THAN 2.5:1.00.
FOR
PURPOSES OF CALCULATING SUCH RATIO, THE ITEMS INCLUDED THEREIN SHALL BE MEASURED
ON A CONSOLIDATED