AT PRICES AND ON TERMS
AND CONDITIONS WHICH, TAKEN AS A WHOLE, ARE NOT LESS FAVORABLE TO THE BORROWER
OR SUCH SUBSIDIARY THAN WOULD PREVAIL IN AN ARM'S-LENGTH TRANSACTION WITH
UNRELATED THIRD PARTIES.
SECTION 6.06.
CERTAIN OTHER AGREEMENTS.
THE BORROWER WILL NOT, AND WILL NOT
PERMIT ANY SUBSIDIARY TO (I) BE BOUND BY OR ENTER INTO ANY AGREEMENT, AMENDMENT,
COVENANT, UNDERSTANDING OR REVISION TO ANY AGREEMENT WHICH DIRECTLY OR
INDIRECTLY (THROUGH THE APPLICATION OF FINANCIAL COVENANTS OR OTHERWISE)
PROHIBITS OR RESTRICTS THE ABILITY OF SUCH SUBSIDIARY TO DECLARE AND PAY
DIVIDENDS OR MAKE ANY LOANS OR ADVANCES OR ANY OTHER DISTRIBUTION TO THE
BORROWER (EXCEPT FOR LIMITATIONS ON THE PAYMENT OF DIVIDENDS SET FORTH IN
SCHEDULE 3.15 OR IMPOSED BY APPLICABLE LAW) OR (II) BE BOUND BY OR ENTER INTO
ANY AGREEMENT, INDENTURE, CONTRACT, INSTRUMENT, AMENDMENT OR LEASE CONTAINING
ANY COVENANT RESTRICTING THE INCURRENCE OF INDEBTEDNESS OR GOVERNING THE
BORROWER'S AND THE SUBSIDIARIES' FINANCIAL CONDITION IF SUCH COVENANT IS MORE
RESTRICTIVE THAN THE ANALOGOUS PROVISION OF THIS AGREEMENT UNLESS (A) THE
BORROWER HAS DELIVERED A COPY OF SUCH DOCUMENT TO THE AGENT NOT LESS THAN
10 BUSINESS DAYS PRIOR TO EXECUTING THE SAME AND (B) THE BORROWER ENTERS INTO AN
AMENDMENT TO THIS AGREEMENT TO ADD THE MORE RESTRICTIVE COVENANT OR TO CONFORM
THE ANALOGOUS PROVISION OF THIS AGREEMENT TO SUCH
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MORE RESTRICTIVE COVENANT; PROVIDED, THAT THE FOREGOING SHALL NOT APPLY TO
PROHIBITIONS, RESTRICTIONS AND CONDITIONS CONTAINED IN AGREEMENTS RELATING
(X) TO SECURED INDEBTEDNESS PERMITTED HEREUNDER, IF SUCH PROHIBITIONS,
RESTRICTIONS AND CONDITIONS APPLY ONLY TO (1) ASSETS OTHER THAN CASH SECURING
SUCH INDEBTEDNESS OR (2) CASH IN AN AMOUNT NOT GREATER THAN THE PRINCIPAL AMOUNT
OF SUCH INDEBTEDNESS THAT HAS BEEN DEPOSITED IN A COLLATERAL OR SIMILAR ACCOUNT
TO CASH COLLATERALIZE SUCH INDEBTEDNESS OR (Y) TO THE SALE OF A SUBSIDIARY OR
ANY ASSETS PENDING SUCH SALE, IF SUCH PROHIBITIONS, RESTRICTIONS AND CONDITIONS
APPLY ONLY TO THE SUBSIDIARY OR ASSET THAT IS TO BE SOLD AND SUCH SALE IS
PERMITTED HEREUNDER.
SECTION 6.07.
CERTAIN FINANCIAL COVENANTS.
THE BORROWER WILL NOT:
(A)
PERMIT THE LEVERAGE RATIO ON ANY DATE TO BE IN EXCESS OF 3.75 TO 1.00; AND
(B)
PERMIT THE INTEREST COVERAGE RATIO TO BE LESS THAN 4.00 TO 1.00 FOR ANY
PERIOD OF FOUR FISCAL QUARTERS ENDING AFTER THE DATE HEREOF.
SECTION 6.08.
MARGIN STOCK.
(A)
THE BORROWER WILL NOT, NOR WILL IT PERMIT ANY
SUBSIDIARY TO, PURCHASE OR OTHERWISE ACQUIRE MARGIN STOCK IF, AFTER GIVING
EFFECT TO ANY SUCH PURCHASE OR ACQUISITION, MARGIN STOCK OWNED BY THE BORROWER
AND THE SUBSIDIARIES WOULD REPRESENT MORE THAN 25% OF THE ASSETS OF THE BORROWER
AND THE SUBSIDIARIES ON A CONSOLIDATED BASIS (VALUED IN ACCORDANCE WITH
REGULATION U); PROVIDED THAT NOTWITHSTANDING THE FOREGOING, THE BORROWER MAY
REPURCHASE ITS CAPITAL STOCK PURSUANT TO THE BORROWER'S STOCK BUYBACK PROGRAM
DESCRIBED IN THE BORROWER'S CURRENT REPORT ON FORM 8-K FILED WITH THE SECURITIES
AND EXCHANGE COMMISSION ON MARCH 7, 2006, OR ANY FUTURE STOCK BUYBACK PROGRAM
APPROVED BY THE BORROWER'S BOARD OF