FOOTNOTES OF THE COMPANY'S FINANCIAL STATEMENTS IN ACCORDANCE
WITH GAAP AND (Y) COULD REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE
EFFECT;
(VIII)
THE AGGREGATE PURCHASE PRICE FOR SUCH ACQUISITION (OR ANY SERIES
OF RELATED ACQUISITIONS) SHALL NOT EXCEED $100,000,000; AND
(IX)
THE CONSOLIDATED LEVERAGE RATIO IMMEDIATELY AFTER GIVING EFFECT
TO SUCH ACQUISITION ON A PRO FORMA BASIS SHALL NOT EXCEED 2.75:1.00.
7.05
DISPOSITIONS.
MAKE ANY DISPOSITION OR ENTER INTO ANY AGREEMENT TO
MAKE ANY DISPOSITION, EXCEPT:
(A)
DISPOSITIONS OF OBSOLETE 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 PERMITTED RECEIVABLES PURSUANT TO PERMITTED
RECEIVABLES PURCHASE FACILITIES;
(D)
DISPOSITIONS OF EQUIPMENT OR REAL PROPERTY TO THE EXTENT THAT (I)
SUCH PROPERTY IS EXCHANGED FOR CREDIT AGAINST THE PURCHASE PRICE OF SIMILAR
REPLACEMENT PROPERTY OR (II) THE PROCEEDS OF SUCH DISPOSITION ARE REASONABLY
PROMPTLY APPLIED TO THE PURCHASE PRICE OF SUCH REPLACEMENT PROPERTY;
(E)
DISPOSITIONS OF PROPERTY BY ANY SUBSIDIARY TO THE COMPANY OR TO A
WHOLLY-OWNED SUBSIDIARY; PROVIDED THAT IF THE TRANSFEROR OF SUCH PROPERTY IS A
LOAN PARTY, THE TRANSFEREE THEREOF MUST BE A LOAN PARTY;
(F)
DISPOSITIONS PERMITTED BY SECTION 7.04;
(G)
DISPOSITIONS BY THE COMPANY AND ITS SUBSIDIARIES OF PROPERTY
PURSUANT TO SALE-LEASEBACK TRANSACTIONS, PROVIDED THAT THE BOOK VALUE OF ALL
PROPERTY SO DISPOSED OF SHALL NOT EXCEED $25,000,000 FROM AND AFTER THE CLOSING
DATE;
76
(H)
LICENSES OF IP RIGHTS, WHICH LICENSES SHALL NOT, IN THE CASE OF
ANY LICENSE RESULTING IN ANNUAL PAYMENTS TO THE COMPANY OR ANY SUBSIDIARY IN
EXCESS OF 1% OF TOTAL CONSOLIDATED SALES OF THE COMPANY DURING ANY SUCH YEAR,
HAVE A TERM EXCEEDING FIFTEEN YEARS; AND
(I)
DISPOSITIONS BY THE COMPANY AND ITS SUBSIDIARIES NOT OTHERWISE
PERMITTED UNDER THIS SECTION 7.05; PROVIDED THAT (I) AT THE TIME OF SUCH
DISPOSITION, NO DEFAULT SHALL EXIST OR WOULD RESULT FROM SUCH DISPOSITION AND
(II) THE AGGREGATE BOOK VALUE OF ALL PROPERTY DISPOSED OF IN RELIANCE ON THIS
CLAUSE (I) IN ANY FISCAL YEAR SHALL NOT EXCEED 12.5% OF CONSOLIDATED TOTAL
ASSETS AS OF THE END OF THE PRECEDING FISCAL YEAR;
provided, however, that any Disposition pursuant to clauses (a) through (i)
shall be for fair market value.
7.06
RESTRICTED PAYMENTS.
DECLARE OR MAKE, DIRECTLY OR INDIRECTLY, ANY
RESTRICTED PAYMENT, OR INCUR ANY OBLIGATION (CONTINGENT OR OTHERWISE) TO DO SO
UNLESS NO DEFAULT SHALL HAVE OCCURRED AND BE CONTINUING AT THE DATE OF
DECLARATION OR PAYMENT THEREOF OR WOULD RESULT THEREFROM.
7.07
CHANGE IN NATURE OF BUSINESS.
ENGAGE IN ANY MATERIAL LINE OF
BUSINESS SUBSTANTIALLY DIFFERENT FROM THOSE LINES OF BUSINESS CONDUCTED BY THE
COMPANY AND ITS SUBSIDIARIES ON THE DATE HEREOF OR ANY BUSINESS SUBSTANTIALLY
RELATED OR INCIDENTAL THERETO.
7.08
TRANSACTIONS WITH AFFILIATES.
ENTER INTO ANY TRANSACTION OF ANY
KIND WITH ANY AFFILIATE OF THE COMPANY, WHETHER OR NOT IN THE ORDINARY COURSE OF
BUSINESS, OTHER THAN ON FAIR AND REASONABLE TERMS SUBSTANTIALLY AS FAVORABLE TO
THE COMPANY OR SUCH