A WHOLLY OWNED SUBSIDIARY PRIOR TO SUCH MERGER) ANY
CAPITAL STOCK, EVIDENCES OF INDEBTEDNESS OR OTHER SECURITIES (INCLUDING ANY
OPTION, WARRANT OR OTHER RIGHT TO ACQUIRE ANY OF THE FOREGOING) OF, MAKE OR
PERMIT TO EXIST ANY LOANS OR ADVANCES TO, GUARANTEE ANY OBLIGATIONS OF, OR MAKE
OR PERMIT TO EXIST ANY INVESTMENT OR ANY OTHER INTEREST IN, ANY OTHER PERSON, OR
PURCHASE OR OTHERWISE ACQUIRE (IN ONE TRANSACTION OR A SERIES OF TRANSACTIONS)
ANY ASSETS OF ANY OTHER PERSON CONSTITUTING A BUSINESS UNIT, EXCEPT:
(I)
PERMITTED INVESTMENTS;
(II)
INVESTMENTS BY THE BORROWER EXISTING ON THE DATE HEREOF IN THE
CAPITAL STOCK OF ITS SUBSIDIARIES;
(III)
LOANS OR ADVANCES MADE BY THE BORROWER TO ANY SUBSIDIARY AND MADE
BY ANY SUBSIDIARY TO THE BORROWER OR ANY OTHER SUBSIDIARY;
(IV)
GUARANTEES CONSTITUTING INDEBTEDNESS PERMITTED BY SECTION 6.02;
(V)
PERMITTED ACQUISITIONS; AND
(VI)
OTHER INVESTMENTS, LOANS, ADVANCES, GUARANTEES OR ACQUISITIONS IN
AN AGGREGATE PRINCIPAL AMOUNT NOT EXCEEDING $25,000,000 AT ANY TIME OUTSTANDING.
43
(B)
THE BORROWER WILL NOT, AND WILL NOT PERMIT ANY OF ITS SUBSIDIARIES TO,
ENTER INTO ANY HEDGING AGREEMENT, OTHER THAN HEDGING AGREEMENTS ENTERED INTO IN
THE ORDINARY COURSE OF BUSINESS TO HEDGE OR MITIGATE RISKS TO WHICH THE BORROWER
OR ANY SUBSIDIARY IS EXPOSED IN THE CONDUCT OF ITS BUSINESS OR THE MANAGEMENT OF
ITS LIABILITIES.
SECTION 6.06.
RESTRICTED PAYMENTS.
THE BORROWER WILL NOT, AND WILL NOT PERMIT
ANY OF ITS SUBSIDIARIES TO, DECLARE OR MAKE, OR AGREE TO PAY OR MAKE, DIRECTLY
OR INDIRECTLY, ANY RESTRICTED PAYMENT, EXCEPT (A) THE BORROWER OR ANY OF ITS
SUBSIDIARIES MAY DECLARE AND PAY DIVIDENDS (WHETHER IN CASH, SECURITIES OR OTHER
PROPERTY) WITH RESPECT TO ITS CAPITAL STOCK PROVIDED THAT, IN THE CASE OF ANY
SUCH DECLARATION OR PAYMENT BY THE BORROWER, NO DEFAULT OR EVENT OF DEFAULT HAS
OCCURRED OR IS CONTINUING OR WOULD RESULT THEREFROM, (B) THE BORROWER MAY MAKE
RESTRICTED PAYMENTS PURSUANT TO AND IN ACCORDANCE WITH STOCK OPTION PLANS OR
OTHER BENEFIT PLANS FOR MANAGEMENT OR EMPLOYEES OF THE BORROWER AND ITS
SUBSIDIARIES, AND (C) THE BORROWER MAY, IN ADDITION TO THE FOREGOING, REPURCHASE
SHARES OF THE BORROWER'S CLASS A COMMON STOCK AND OPTIONS THEREFOR GRANTED BY
THE BORROWER PURSUANT TO ITS EMPLOYEE STOCK OPTION PLANS.
SECTION 6.07.
TRANSACTIONS WITH AFFILIATES.
THE BORROWER WILL NOT, AND WILL
NOT PERMIT ANY OF ITS SUBSIDIARIES TO, SELL, LEASE OR OTHERWISE TRANSFER ANY
PROPERTY OR ASSETS TO, OR PURCHASE, LEASE OR OTHERWISE ACQUIRE ANY PROPERTY OR
ASSETS FROM, OR OTHERWISE ENGAGE IN ANY OTHER TRANSACTIONS WITH, ANY OF ITS
AFFILIATES, EXCEPT (A) IN THE ORDINARY COURSE OF BUSINESS AT PRICES AND ON TERMS
AND CONDITIONS NOT LESS FAVORABLE TO THE BORROWER OR SUCH SUBSIDIARY THAN COULD
BE OBTAINED ON AN ARM'S-LENGTH BASIS FROM UNRELATED THIRD PARTIES, (B)
TRANSACTIONS BETWEEN OR AMONG THE BORROWER AND ITS WHOLLY OWNED SUBSIDIARIES NOT
INVOLVING ANY OTHER AFFILIATE, AND (C) ANY RESTRICTED PAYMENT PERMITTED BY
SECTION 6.06.
SECTION 6.08.
RESTRICTIVE AGREEMENTS.
THE BORROWER WILL NOT, AND WILL NOT
PERMIT ANY OF ITS SUBSIDIARIES TO,