Supercuts 2002 Annual Report Download - page 67
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(i) Liens securing Debt not otherwise permitted by paragraphs
(a) through (h) above, provided that Priority Debt does not at any time exceed 20% of Consolidated Net Worth determined as of the end of the
most recently ended fiscal quarter.
10.5. SALE OF ASSETS.
Except as permitted by Section 10.6, the Company will not, and will not permit any Restricted Subsidiary to, sell, lease, transfer or otherwise
dispose of, including by way of merger (collectively a "Disposition"), any assets, including capital stock of Restricted Subsidiaries, in one or a
series of transactions, to any Person, other than:
(a) Dispositions in the ordinary course of business;
(b) Dispositions by the Company to a Wholly Owned Restricted Subsidiary or by a Restricted Subsidiary to the Company or a Wholly Owned
Restricted Subsidiary; or
(c) Dispositions not otherwise permitted by Section 10.5(a) or
(b), provided that:
(i) each such Disposition is made in an arms length transaction for a consideration at least equal to the fair market value of the property subject
thereto;
(ii) the aggregate net book value of all assets disposed of in any period of 365 consecutive days pursuant to this Section 10.5(c) does not exceed
10% of Consolidated Total Assets as of the end of the immediately preceding fiscal quarter; and
(iii) at the time of such Disposition and after giving effect thereto no Default or Event of Default shall have occurred and be continuing.
Notwithstanding the foregoing, the Company may, or may permit any Restricted Subsidiary to, make a Disposition and the assets subject to
such Disposition shall not be subject to or included in the foregoing limitation and computation contained in Section 10.5(c)(ii) of the
preceding sentence to the extent that (i) each such Disposition is for a consideration at least equal to the fair market value of the property
subject thereto, and (ii) the net proceeds from such Disposition are within 180 days of such Disposition (A) reinvested in productive assets used
or useful in carrying on the business of the Company and its Restricted Subsidiaries or (B) applied to the payment or prepayment of any
outstanding Debt of the Company or any Restricted Subsidiary that is pari passu with or senior to the Notes, including the Notes. Any
prepayment of Notes pursuant to this Section 10.5 shall be in accordance with Sections 8.2 and 8.3, without regard to the minimum prepayment
requirements of Section 8.2.
10.6. MERGERS, CONSOLIDATIONS, ETC.
The Company will not, and will not permit any Restricted Subsidiary to, consolidate with or merge with any other Person or convey, transfer,
sell or lease all or
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