APPROVED BY THE BANKRUPTCY
COURT; AND (XVIII) THE SALE OR DISPOSITION OF EQUITY SECURITIES OF PERSONS THAT
ARE NOT SUBSIDIARIES HELD BY THE BORROWER AND ITS SUBSIDIARIES AS OF THE
EFFECTIVE DATE FOR CASH CONSIDERATION NOT EXCEEDING $500,000.
(I)
NATURE OF BUSINESS.
ENGAGE, OR PERMIT ANY OF ITS SUBSIDIARIES TO
ENGAGE IN ANY MATERIAL LINE OF BUSINESS SUBSTANTIALLY DIFFERENT FROM ITS
BUSINESS AS CONDUCTED AT OR PRIOR TO THE PETITION DATE OR RELATED BUSINESSES
(EXCEPT AS REQUIRED BY THE BANKRUPTCY CODE), IT BEING UNDERSTOOD THAT
TRANSACTIONS PERMITTED BY SECTIONS 5.02(A), 5.02(B), 5.02(C), 5.02(D), 5.02(E),
5.02(F), 5.02(G), 5.02(H) AND 5.02(L) AND (FOR THE AVOIDANCE OF DOUBT) THE
FOLLOWING SHALL NOT CONSTITUTE A BREACH OF THIS SECTION 5.02(I):
(I) DISCONTINUANCE OF OPERATIONS DISCONTINUED PRIOR TO THE EFFECTIVE DATE,
(II) DISCONTINUANCE OF OPERATIONS EXPRESSLY IDENTIFIED AS OPERATIONS TO BE
DISCONTINUED IN THE COMPANY'S LONG RANGE PLAN DELIVERED TO THE LENDERS IN
JULY OF 2009 OR IN THE FORECAST DELIVERED PURSUANT TO SECTION 3.01(A)(VIII) OR
IN THE DIP BUDGET, (III) DISCONTINUANCE OF OPERATIONS REASONABLY NECESSARY TO
COMPLETE ACTIVITIES CONTEMPLATED BY THE BUSINESS PLAN DELIVERED TO THE
ADMINISTRATIVE AGENT PURSUANT TO SECTION 2.22(I) OF THE EXISTING DIP AGREEMENT,
AND (IV) DISCONTINUANCE OF ANY DIVISION OR LINE OF BUSINESS THAT HAS (A) SALES
REVENUE FOR THE MOST RECENTLY ENDED FISCAL YEAR OF $50,000,000 OR LESS OR
(B) ASSETS WITH A FAIR VALUE OF $15,000,000 OR LESS.
(J)
LIMITATION ON PREPAYMENTS AND CANCELLATION OF DEBT AND
PRE-PETITION OBLIGATIONS.
EXCEPT AS OTHERWISE ALLOWED PURSUANT TO THE DIP
REFINANCING ORDERS OR ANY ORDER OF THE BANKRUPTCY COURT AND APPROVED BY THE
REQUIRED LENDERS, (I) MAKE ANY PAYMENT OR PREPAYMENT OR REDEMPTION OR
ACQUISITION FOR VALUE (INCLUDING, WITHOUT LIMITATION, BY WAY OF DEPOSITING WITH
THE TRUSTEE WITH RESPECT THERETO MONEY OR SECURITIES BEFORE DUE FOR THE PURPOSE
OF PAYING WHEN DUE) OR ANY CANCELLATION OR OTHER RETIREMENT OF ANY PRE-PETITION
DEBT OR OTHER PRE-PETITION DATE OBLIGATIONS OF THE BORROWER OR ANY GUARANTOR
OTHER THAN REFINANCINGS OTHERWISE PERMITTED BY THIS AGREEMENT, (II) PAY ANY
INTEREST ON ANY PRE-PETITION DEBT OF THE BORROWER OR GUARANTOR (WHETHER IN CASH,
IN KIND SECURITIES OR OTHERWISE), OR (III) MAKE ANY PAYMENT OR CREATE OR PERMIT
ANY LIEN PURSUANT TO SECTION 361 OF THE BANKRUPTCY CODE (OR PURSUANT TO ANY
OTHER PROVISION OF THE BANKRUPTCY CODE AUTHORIZING ADEQUATE PROTECTION) ON
PROPERTY OF THE LOAN PARTIES, OR APPLY TO THE COURT FOR THE AUTHORITY TO DO ANY
OF THE FOREGOING; PROVIDED THAT (U) THE BORROWER MAY MAKE ANY PAYMENT OR
PREPAYMENT OR REDEMPTION OR ACQUISITION FOR VALUE OR ANY CANCELLATION OR OTHER
RETIREMENT OF PRE-PETITION DEBT OR OTHER PRE-PETITION DATE OBLIGATIONS OF THE
BORROWER OR ANY GUARANTOR NOT TO EXCEED IN THE AGGREGATE $10,000,000,
(V) NOTHING IN THIS
74
SECTION 5.02(J) SHALL BE CONSTRUED TO PROHIBIT (1) THE BORROWER FROM PAYING
ANTITRUST FINES AND RELATED OBLIGATIONS IN AN AGGREGATE AMOUNT NOT TO EXCEED THE
AMOUNT OF "ANTI TRUST PAYMENTS" SET FORTH IN THE DIP BUDGET (AS DEFINED IN THE
EXISTING DIP AGREEMENT) DELIVERED PRIOR TO JUNE