TO BE HEDGED BY SUCH CONTRACT.
SECTION 7.4.
LIMITATION ON MERGERS, ISSUANCES
OF SECURITIES.
NO RESTRICTED PERSON WILL MERGE OR CONSOLIDATE WITH OR INTO ANY
OTHER PERSON EXCEPT THAT ANY SUBSIDIARY OF BORROWER MAY BE MERGED INTO OR
CONSOLIDATED WITH (A) ANOTHER SUBSIDIARY OF BORROWER AND, IF A GUARANTOR IS ONE
OF THE MERGED ENTITIES, SO LONG AS A GUARANTOR IS THE SURVIVING BUSINESS ENTITY,
OR (B) BORROWER, SO LONG AS BORROWER IS THE SURVIVING BUSINESS ENTITY.
BORROWER
WILL NOT ISSUE ANY SECURITIES OTHER THAN SHARES OF ITS COMMON OR PREFERRED STOCK
AND ANY OPTIONS OR WARRANTS GIVING THE HOLDERS THEREOF ONLY THE RIGHT TO ACQUIRE
SUCH SHARES.
NO SUBSIDIARY OF BORROWER WILL ISSUE ANY ADDITIONAL SHARES OF ITS
CAPITAL STOCK OR OTHER SECURITIES OR ANY OPTIONS, WARRANTS OR OTHER RIGHTS TO
ACQUIRE SUCH ADDITIONAL SHARES OR OTHER SECURITIES EXCEPT TO BORROWER OR ANOTHER
SUBSIDIARY OF BORROWER AND ONLY TO THE EXTENT NOT OTHERWISE FORBIDDEN UNDER THE
TERMS HEREOF.
NO SUBSIDIARY OF BORROWER WHICH IS A PARTNERSHIP WILL ALLOW ANY
DIMINUTION OF BORROWER'S INTEREST (DIRECT OR INDIRECT) THEREIN.
SECTION 7.5.
LIMITATION ON SALES OF PROPERTY.
NO RESTRICTED PERSON WILL SELL, TRANSFER, LEASE, EXCHANGE, ALIENATE OR DISPOSE
OF ANY OF ITS MATERIAL ASSETS OR PROPERTIES OR ANY MATERIAL INTEREST THEREIN, OR
DISCOUNT, SELL, PLEDGE OR ASSIGN ANY NOTES PAYABLE TO IT, ACCOUNTS RECEIVABLE OR
FUTURE INCOME, EXCEPT:
(A)
EQUIPMENT WHICH IS WORTHLESS, OBSOLETE, NO
LONGER USED BY OR USEFUL TO A RESTRICTED PERSON OR WHICH IS REPLACED BY
EQUIPMENT OF EQUAL SUITABILITY AND VALUE;
(B)
INVENTORY WHICH IS SOLD IN THE ORDINARY
COURSE OF BUSINESS; AND
(C)
OTHER PROPERTY WHICH IS SOLD FOR FAIR
CONSIDERATION NOT IN THE AGGREGATE IN EXCESS OF $15,000,000 IN ANY FISCAL YEAR,
THE SALE OF WHICH WILL NOT MATERIALLY IMPAIR OR DIMINISH THE VALUE OF THE
COLLATERAL OR THE CONSOLIDATED FINANCIAL CONDITION, BUSINESS OR OPERATIONS OF
BORROWER.
SECTION 7.6.
LIMITATION ON DISTRIBUTIONS,
REDEMPTIONS, PAYMENTS ON SUBORDINATED DEBT.
(A)
NO RESTRICTED PERSON WILL DECLARE OR MAKE
ANY DISTRIBUTION, OTHER THAN (I) DISTRIBUTIONS PAYABLE TO BORROWER OR TO
GUARANTORS WHICH ARE SUBSIDIARIES OF BORROWER AND (II) PROVIDED THAT NO DEFAULT
OR EVENT OF DEFAULT EXISTS AT THE TIME OF ANY SUCH DISTRIBUTION OR WOULD
52
OCCUR AS A RESULT THEREOF, DISTRIBUTIONS NOT TO EXCEED AN AGGREGATE OF
$20,000,000 IN ANY FISCAL YEAR.
(B)
NO RESTRICTED PERSON WILL MAKE ANY PAYMENTS
ON SUBORDINATED DEBT, OTHER THAN (I) PROVIDED THAT NO DEFAULT OR EVENT OF
DEFAULT EXISTS AT SUCH TIME OR WOULD OCCUR AS A RESULT THEREOF, REGULARLY
SCHEDULED CASH INTEREST PAYMENTS THEREON AND (II) PAYMENTS OF PRINCIPAL APPROVED
IN WRITING BY THE REQUIRED LENDERS.
SECTION 7.7.
LIMITATION ON INVESTMENTS,
ACQUISITIONS, CAPITAL EXPENDITURES, AND LINES OF BUSINESS.
NO RESTRICTED PERSON
WILL
(A)
MAKE ANY INVESTMENTS OTHER THAN PERMITTED
INVESTMENTS;
(B)
MAKE ANY CAPITAL EXPENDITURES IN EXCESS OF
THE SUM OF (I) $20,000,000 IN THE AGGREGATE IN ANY FISCAL YEAR PLUS (II) THE
CASH PROCEEDS FROM THE SALE OF CAPITAL ASSETS RECEIVED IN SUCH FISCAL YEAR;
(C)
MAKE ANY ACQUISITION