PERSON
IS THE SURVIVING ENTITY.
10.4.2
OTHER ASSET TRANSFERS.
THE BORROWERS AND THE GUARANTORS SHALL NOT
EFFECT, AND SHALL NOT PERMIT OR SUFFER THE PLEDGED ENTITIES EFFECTING, ANY SALE,
DISPOSITION, CONTRIBUTION OR OTHER TRANSFER OF THEIR RESPECTIVE TANGIBLE OR
INTANGIBLE ASSETS OTHER THAN (A) IN CONNECTION WITH SECURITIZATIONS AND OTHER
TRANSACTIONS CONSUMMATED IN THE ORDINARY COURSE OF BUSINESS CONSISTENT WITH PAST
PRACTICES, INCLUDING WITHOUT LIMITATION, IN CONNECTION WITH THE BOND TRANSACTION
OR ANY FUTURE BOND TRANSACTION; (B) SALES, DISPOSITIONS, CONTRIBUTIONS OR OTHER
TRANSFERS TO OTHER ENTITIES INCLUDED AMONG THE BORROWERS, THE GUARANTORS AND THE
PLEDGED ENTITIES; (C) SALES GENERATING ASSET SALE PROCEEDS APPLIED TO PREPAY THE
LOANS IN ACCORDANCE WITH THE TERMS OF SECTION 4.2.2; AND (D) CCG MAY SELL THE
CAPITAL STOCK OF CFIN HOLDINGS, PROVIDED CCG RETAINS AT LEAST 30% OF THE CAPITAL
STOCK OF CFIN HOLDINGS.
10.5
LOANS, GUARANTEES AND INVESTMENTS.
THE BORROWERS AND GUARANTORS WILL
NOT MAKE, AND WILL NOT PERMIT OR SUFFER ANY OF THE PLEDGED ENTITIES MAKING, ANY
LOANS, ADVANCES OR EXTENSIONS OF CREDIT TO ANY PERSON, OR MAKING ANY GUARANTY OR
SURETY FOR ANY PERSON, EXCEPT (A) IN THE ORDINARY COURSE OF BUSINESS CONSISTENT
WITH PAST PRACTICES (INCLUDING, WITHOUT LIMITATION, ENTERING INTO JOINT
VENTURES), (B) ADVANCES TO THE BORROWERS', THE GUARANTORS', THE PLEDGED
ENTITIES' OR THEIR RESPECTIVE SUBSIDIARIES' EMPLOYEES IN THE ORDINARY COURSE OF
BUSINESS FOR REASONABLE EXPENSES
76
TO BE INCURRED BY SUCH EMPLOYEES FOR THE BENEFIT OF SUCH ADVANCING PERSON,
(C) ADVANCES TO THE BORROWERS', THE GUARANTORS', THE PLEDGED ENTITIES', OR THEIR
RESPECTIVE SUBSIDIARIES' EMPLOYEES, DIRECTORS OR INDIVIDUALS SERVING IN SIMILAR
CAPACITIES IN CONNECTION WITH CO-INVESTMENT PROGRAMS IN MANAGED FUNDS, TO THE
EXTENT SUCH ADVANCES ARE PERMITTED BY APPLICABLE LAW AND TO THE EXTENT SUCH
ADVANCES DO NOT EXCEED IN THE AGGREGATE AT ANY TIME OUTSTANDING $10,000,000
(SUCH $10,000,000 LIMIT TO BE REDUCED DOLLAR FOR DOLLAR BY THE AMOUNT OF ANY
SUCH ADVANCES THAT ARE FORGIVEN RATHER THAN REPAID), (D) ACQUISITIONS WITHIN
PERMITTED BUSINESSES, (E) OTHER TRANSACTIONS EXPRESSLY PERMITTED BY OR
CONTEMPLATED UNDER THE TERMS OF THIS CREDIT AGREEMENT, (F) INVESTMENTS IN DIRECT
OBLIGATIONS OF THE UNITED STATES OR OF ANY STATE, UNITED STATES FEDERAL AGENCY
OBLIGATIONS AND COMMERCIAL PAPER DESIGNATED AS "PRIME" BY THE NATIONAL CREDIT
OFFICE OF DUN & BRADSTREET, AND (G) CHC AND CCG MAY INCUR RISK-ADJUSTED
CONTINGENT LIABILITIES CONSISTENT WITH THE TERMS OF SECTION 10.3.2(B).
10.6
DISTRIBUTIONS PRIOR TO DEFAULT.
CHC SHALL MAKE NO DISTRIBUTIONS SO AS
TO CAUSE THE AGGREGATE DISTRIBUTIONS MADE BY CHC, DURING THE ONE YEAR PERIOD
ENDING ON THE DATE OF THE MOST RECENT DISTRIBUTION, TO EXCEED 50% OF CHC'S
CONSOLIDATED EBITDA FOR THE FOUR CONSECUTIVE FISCAL QUARTER PERIOD MOST RECENTLY
ENDED; PROVIDED, HOWEVER, THAT (A) WITH RESPECT TO DISTRIBUTIONS MADE DURING THE
FIRST CALENDAR QUARTER FOLLOWING THE DATE HEREOF THE AMOUNT OF SUCH
DISTRIBUTIONS SHALL BE BASED ON DISTRIBUTIONS DECLARED DURING SUCH QUARTER,
RATHER THAN ACTUALLY PAID DURING SUCH QUARTER, AND THE AMOUNT OF SUCH
DISTRUBUTIONS DECLARED TIMES FOUR SHALL NOT EXCEED 50% OF CHC'S CONSOLIDATED
EBITDA FOR THE FOUR CONSECUTIVE