(C)
BECOME SUBJECT TO (INCLUDING, WITHOUT LIMITATION, BY WAY OF
AMENDMENT TO OR MODIFICATION OF) ANY AGREEMENT OR INSTRUMENT WHICH BY ITS TERMS
WOULD (UNDER ANY CIRCUMSTANCES) RESTRICT THE COMPANY'S OR ANY OF ITS
SUBSIDIARIES, RIGHT TO PERFORM THE PROVISIONS OF THIS AGREEMENT, ANY RELATED
AGREEMENT OR ANY OF THE AGREEMENTS CONTEMPLATED HEREBY OR THEREBY;
(D)
MATERIALLY ALTER OR CHANGE THE SCOPE OF THE BUSINESS OF THE
COMPANY AND ITS SUBSIDIARIES TAKEN AS A WHOLE; AND/OR
(E)
(I) CREATE, INCUR, ASSUME OR SUFFER TO EXIST ANY INDEBTEDNESS
(EXCLUSIVE OF TRADE DEBT AND DEBT INCURRED TO FINANCE THE PURCHASE OF EQUIPMENT
(NOT IN EXCESS OF FIVE PERCENT (5%) OF THE FAIR MARKET VALUE OF THE COMPANY'S
AND ITS SUBSIDIARIES' ASSETS)) WHETHER SECURED OR UNSECURED OTHER THAN (X) THE
COMPANY'S OBLIGATIONS OWED TO THE PURCHASER, (Y) INDEBTEDNESS SET FORTH ON
SCHEDULE 6.12(E) ATTACHED HERETO AND MADE A PART HEREOF AND ANY REFINANCINGS OR
REPLACEMENTS THEREOF ON TERMS NO LESS FAVORABLE TO THE PURCHASER THAN THE
INDEBTEDNESS BEING REFINANCED OR REPLACED, AND (Z) ANY INDEBTEDNESS INCURRED IN
CONNECTION WITH THE PURCHASE OF ASSETS (OTHER THAN EQUIPMENT) IN THE ORDINARY
COURSE OF BUSINESS, OR ANY REFINANCINGS OR REPLACEMENTS THEREOF ON TERMS NO LESS
FAVORABLE TO THE PURCHASER THAN THE INDEBTEDNESS BEING REFINANCED OR REPLACED,
SO LONG AS ANY LIEN RELATING THERETO SHALL ONLY ENCUMBER THE FIXED ASSETS SO
PURCHASED AND NO OTHER ASSETS OF THE COMPANY OR ANY OF ITS SUBSIDIARIES; (II)
CANCEL ANY INDEBTEDNESS OWING TO IT IN EXCESS OF $50,000 IN THE AGGREGATE DURING
ANY 12 MONTH PERIOD; (III) ASSUME, GUARANTEE, ENDORSE OR OTHERWISE BECOME
DIRECTLY OR CONTINGENTLY LIABLE IN CONNECTION WITH ANY OBLIGATIONS OF ANY OTHER
PERSON OR ENTITY, EXCEPT THE ENDORSEMENT OF NEGOTIABLE INSTRUMENTS BY THE
COMPANY OR ANY SUBSIDIARY THEREOF FOR DEPOSIT OR COLLECTION OR SIMILAR
TRANSACTIONS IN THE ORDINARY COURSE OF BUSINESS OR GUARANTEES OF INDEBTEDNESS
OTHERWISE PERMITTED TO BE OUTSTANDING PURSUANT TO THIS CLAUSE (E); AND
(II) THE COMPANY, WITHOUT THE PRIOR WRITTEN CONSENT OF THE PURCHASER, SHALL NOT,
AND SHALL NOT PERMIT ANY OF ITS SUBSIDIARIES TO:
(A) MAKE INVESTMENTS IN, MAKE ANY LOANS OR ADVANCES TO, OR TRANSFER ASSETS TO,
ANY SUBSIDIARY, OTHER THAN MCT INTERNATIONAL, INC., A MINNESOTA CORPORATION
("INTERNATIONAL"), OTHER THAN IMMATERIAL INVESTMENTS, LOANS, ADVANCES AND/OR
ASSET TRANSFERS MADE IN THE ORDINARY COURSE OF BUSINESS; AND/OR
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(B) CREATE OR ACQUIRE, OR PERMIT ANY SUBSIDIARY OF THE COMPANY
TO CREATE OR ACQUIRE, AFTER THE DATE HEREOF UNLESS (I) SUCH SUBSIDIARY IS A
WHOLLY-OWNED SUBSIDIARY OF THE COMPANY AND (II) SUCH SUBSIDIARY BECOMES A PARTY
TO THE 2006 MASTER SECURITY AGREEMENT, THE 2006 STOCK PLEDGE AGREEMENT AND THE
2006 GUARANTY, IN EACH CASE REFERRED TO IN THE REAFFIRMATION AGREEMENT (EITHER
BY EXECUTING A COUNTERPART THEREOF OR AN ASSUMPTION OR JOINDER AGREEMENT IN
RESPECT THEREOF) AND, TO THE EXTENT REQUIRED BY THE PURCHASER, SATISFIES EACH
CONDITION OF THIS AGREEMENT AND THE RELATED AGREEMENTS AS IF SUCH SUBSIDIARY
WERE A SUBSIDIARY ON THE CLOSING DATE.
7.13
REISSUANCE OF SECURITIES.
THE COMPANY AGREES TO REISSUE
CERTIFICATES