IN THE CASE OF ANY SUBSIDIARY OF
HOLDINGS THAT IS NOT DOMICILED IN THE UNITED STATES, INVESTMENTS COMPARABLE TO
THE FOREGOING THAT HAVE BEEN APPROVED BY THE ADMINISTRATIVE AGENT UNDER THE BANK
LOAN FACILITY.
SECTION 6.16
DIVIDEND RESTRICTIONS.
HOLDINGS WILL NOT PAY ANY DIVIDEND OR
MAKE ANY OTHER DISTRIBUTION TO ANY PERSON, EXCEPT:
(A)
DIVIDENDS OR DISTRIBUTIONS PAYABLE IN
COMMON STOCK OR WARRANTS TO PURCHASE COMMON STOCK OR SPLITUPS OR
RECLASSIFICATION OF ITS STOCK INTO ADDITIONAL OR OTHER SHARES OF ITS COMMON
STOCK; AND
(B)
CASH DIVIDENDS OR OTHER DISTRIBUTIONS
PAYABLE BY HOLDINGS NOT TO EXCEED IN AGGREGATE DURING THE TERM OF THIS AGREEMENT
THE SUM OF (I) $5,000,000 PLUS (II) FIFTY PERCENT (50%) OF THE SUM OF THE
POSITIVE NET INCOME (IF ANY) FOR THE FISCAL QUARTER OF HOLDINGS ENDING ON OR
ABOUT DECEMBER 31, 1998 PLUS (III) FIFTY PERCENT (50%) OF THE SUM OF POSITIVE
NET INCOME (IF ANY) FOR EACH FISCAL YEAR OF HOLDINGS ENDING ON OR AFTER
DECEMBER 31, 1999; PROVIDED, THAT BOTH BEFORE AND AFTER GIVING EFFECT TO SUCH
DIVIDENDS OR DISTRIBUTIONS HOLDINGS SHALL BE IN COMPLIANCE WITH THE PROVISIONS
OF SECTION 6.19 AND 6.20.
Notwithstanding the foregoing, HOLDINGS may consummate the transactions
contemplated by the MERGER AGREEMENT.
SECTION 6.17
RESTRICTIONS UPON CONTRACTS WITH AFFILIATES.
OTHER THAN AMONGST
THEMSELVES, HOLDINGS AND ITS SUBSIDIARIES WILL NOT WITHOUT THE PRIOR WRITTEN
CONSENT OF TRAVELERS ENTER INTO CONTRACTS, EQUIPMENT LEASES OR OTHER AGREEMENTS
WITH ANY AFFILIATE EXCEPT ON AN ARMS' LENGTH BASIS OR EXCEPT (A) PURSUANT TO
WRITTEN AGREEMENTS WITH THIRD-PARTY PERSONS FROM WHICH HOLDINGS AND ITS
SUBSIDIARIES HAVE BEEN OR ARE BEING BENEFITED, INCLUDING BUT NOT LIMITED TO
PENSION PLANS AND OTHER JOINT EMPLOYEE BENEFIT PROGRAMS, INSURANCE PROGRAMS AND
OTHER SIMILAR JOINT PROGRAMS OR SERVICES, (B) THE PAYMENT BY HOLDINGS AND ITS
SUBSIDIARIES TO MADISON DEARBORN PARTNERS IV, L.P., OR ANY OF ITS AFFILIATES OF
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out of pocket costs and expenses owed to PERSONS who are not AFFILIATES, (c)
transactions contemplated by the MERGER AGREEMENT, (d) any tax sharing agreement
entered into by HOLDINGS or any of its SUBSIDIARIES from time to time, (e) any
customary management agreement entered into by HOLDINGS or its SUBSIDIARIES with
Madison Dearborn Partners IV, L.P. or any of its AFFILIATES from time to time
and (f) the transactions described on Schedule 6.17.
SECTION 6.18
NATURE OF BUSINESS.
HOLDINGS AND ITS SUBSIDIARIES SHALL NOT
ENGAGE IN ANY BUSINESS ACTIVITIES OR OPERATIONS SUBSTANTIALLY DIFFERENT FROM OR
UNRELATED TO ITS PRESENT BUSINESS ACTIVITIES AND OPERATIONS; PROVIDED, THAT
HOLDINGS AND ITS SUBSIDIARIES MAY ENGAGE IN ACTIVITIES THAT ARE REASONABLY
RELATED, COMPLIMENTARY OR ANCILLARY TO ITS BUSINESS ACTIVITIES OR OPERATIONS,
INCLUDING, WITHOUT LIMITATION, THE PROVISION OF COMMERCIAL AND INDUSTRIAL
DEMOLITION SERVICES.
SECTION 6.19
NET WORTH.
HOLDINGS AND ITS CONSOLIDATED SUBSIDIARIES SHALL NOT
PERMIT NET WORTH AS OF THE LAST DAY OF ANY FISCAL QUARTER OF HOLDINGS ENDING
AFTER THE DATE HEREOF, TO BE LESS THAN THE SUM OF (I) $90,000,000 PLUS (II)
FIFTY PERCENT (50%) OF THE SUM OF THE POSITIVE NET INCOME (IF