PERSON, OR DISPOSE OF (WHETHER IN ONE TRANSACTION OR IN A SERIES
OF TRANSACTIONS) ALL OR SUBSTANTIALLY ALL OF ITS ASSETS (WHETHER NOW OWNED OR
HEREAFTER ACQUIRED) TO OR IN FAVOR OF ANY PERSON, EXCEPT THAT, SO LONG AS NO
DEFAULT EXISTS OR WOULD RESULT THEREFROM:
(A)
ANY WHOLLY-OWNED RESTRICTED SUBSIDIARY MAY MERGE WITH (I) THE
BORROWER, PROVIDED THAT THE BORROWER SHALL BE THE CONTINUING OR SURVIVING
PERSON, OR (II) ANY ONE OR MORE OTHER WHOLLY-OWNED RESTRICTED SUBSIDIARIES; AND
(B)
ANY RESTRICTED SUBSIDIARY MAY DISPOSE OF ALL OR SUBSTANTIALLY ALL
OF ITS ASSETS (UPON VOLUNTARY LIQUIDATION OR OTHERWISE) TO THE BORROWER OR TO A
WHOLLY-OWNED RESTRICTED SUBSIDIARY.
The Borrower will not issue any Equity Interests which (i) may be classified in
whole or part as Indebtedness, (ii) require mandatory distributions (other than
distributions of Available Cash permitted under Section 7.06(d)) or mandatory
redemption prior to 91 days after the Rollover Maturity Date, or (iii) provide
for a scheduled distribution above generally prevailing market rates at the time
of issuance.
No Restricted Subsidiary of the Borrower will issue any additional
Equity Interests, except a direct Subsidiary of a Loan Party may issue
additional Equity Interests to such Loan Party or to the Borrower so long as
such Restricted Subsidiary is a wholly-owned Restricted Subsidiary of the
Borrower after giving effect thereto.
No Restricted Subsidiary of the Borrower
that is a partnership will allow any reduction of the Borrower's interest
(direct or indirect) therein.
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 OR REAL PROPERTY SO LONG AS (I) THE
PURCHASE PRICE FOR SUCH ASSET SHALL BE PAID SOLELY IN CASH; (II) THE AGGREGATE
PURCHASE PRICE PAID TO LOAN PARTIES FOR SUCH ASSET AND ALL OTHER SUCH ASSETS
SOLD BY LOAN PARTIES DURING ANY PERIOD OF FOUR CONSECUTIVE FISCAL QUARTERS
PURSUANT TO THIS CLAUSE (C) SHALL NOT EXCEED $5,000,000; (III) IF THE PORTION OF
THE
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AGGREGATE ANNUAL CONSOLIDATED EBITDA DERIVED FROM ALL ASSETS SOLD PURSUANT TO
THIS CLAUSE (C) DURING ANY PERIOD OF FOUR FISCAL QUARTERS AND BASED ON THE FOUR
FISCAL QUARTERS (AS TO ANY ASSETS OF THE BORROWER OR ANY RESTRICTED SUBSIDIARY
OTHER THAN SCISSORTAIL AND ITS RESTRICTED SUBSIDIARIES) OR ANNUALIZED PORTION
THEREOF (AS TO ANY ASSETS OF SCISSORTAIL AND ITS RESTRICTED SUBSIDIARIES AS
PROVIDED IN SECTION 7.21(E)) PRIOR TO THE SALE OF SUCH ASSET WOULD EXCEED
$2,000,000, THE CONSENT (NOT TO BE UNREASONABLY WITHHELD) OF THE REQUIRED
LENDERS IS OBTAINED IN CONNECTION WITH ANY SUCH SALE; (IV) NO DEFAULT OR EVENT
OF DEFAULT SHALL EXIST PRIOR TO OR AFTER GIVING EFFECT TO SUCH SALE; AND (V) THE
NET CASH PROCEEDS OF SUCH SALE SHALL HAVE BEEN APPLIED AS FOLLOWS (A) WITHIN
ONE-HUNDRED EIGHTY (180) DAYS AFTER THE DATE OF SUCH RECEIPT OF NET CASH
PROCEEDS