CURRENT RELATIONSHIP WITH CUSTOMERS,
SUPPLIERS AND OTHERS WITH WHICH THE COMPANY HAS A BUSINESS RELATIONSHIP.
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING AND, EXCEPT AS CONTEMPLATED OR
PERMITTED BY THIS AGREEMENT OR THE TRANSACTION DOCUMENTS OR AS SET FORTH ON
SCHEDULE 5.2, WITH RESPECT TO THE PERIOD BETWEEN THE EXECUTION OF THIS AGREEMENT
AND THE CLOSING DATE, THE COMPANY SHALL:
(A)
CAUSE ALL TRANSACTIONS BETWEEN THE COMPANY, ON THE ONE HAND, AND
THIRD PERSONS, ON THE OTHER HAND, TO TAKE PLACE ON ARM'S LENGTH TERMS AND NOT
ENTER INTO ANY TRANSACTIONS WITH ANY AFFILIATES OF THE COMPANY (OTHER THAN AS
EXPRESSLY PERMITTED IN THIS AGREEMENT);
(B)
ENSURE THAT, EXCEPT IN THE ORDINARY COURSE OF BUSINESS, NO CHANGE
IS MADE TO ANY WRITTEN AGREEMENT WITH ANY KEY EMPLOYEE OR CONSULTANT, INCLUDING
ANY CONTRACT RELATING TO EMPLOYMENT, COMPENSATION, BENEFITS, TERMINATION,
RETENTION, OR SEVERANCE;
(C)
NOT DECLARE OR PAY ANY DIVIDENDS OR DISTRIBUTIONS (INCLUDING, BUT
NOT LIMITED TO, REPURCHASE OR REDEMPTION OF STOCK) TO THE SELLERS, EXCEPT:
(I) UPON PRIOR WRITTEN NOTICE TO PURCHASER, FOR DIVIDENDS AND DISTRIBUTIONS PAID
TO THE SELLERS IN AN AMOUNT SUFFICIENT TO PAY THEIR RESPECTIVE TAX LIABILITIES
ON ACCOUNT OF TAXABLE INCOME OF THE COMPANY (INCLUDING DISTRIBUTIONS MADE ON THE
CLOSING DATE IN AMOUNTS REASONABLY SUFFICIENT TO COVER INCOME TAX LIABILITIES OF
THE SELLERS ON ACCOUNT OF TAXABLE INCOME OF THE COMPANY'S BUSINESS FOR THE
PERIOD THROUGH THE CLOSING DATE (BUT EXCLUDING TAX LIABILITIES OF THE SELLERS ON
ACCOUNT OF THE TRANSACTIONS)); PROVIDED, HOWEVER, (X) IF, FOR THE TAX YEAR ENDED
DECEMBER 31, 2007, THE AMOUNT
OF SUCH TAX DISTRIBUTIONS (WHICH SHALL BE CALCULATED IN A MANNER CONSISTENT WITH
THE METHODOLOGY USED TO CALCULATE THE AMOUNT OF DISTRIBUTIONS MADE TO SELLERS
DURING THE PREVIOUS THREE ESTIMATED TAX PERIODS IN 2007, AS REFLECTED ON
SCHEDULE 5.2(C)) ARE IN EXCESS OF $679,000, THE COMPANY WILL OBTAIN THE CONSENT
OF PURCHASER (WHICH SHALL NOT BE UNREASONABLY WITHHELD OR DELAYED) FOR ALL TAX
DISTRIBUTIONS IN EXCESS OF $679,000 AND (Y) FOR ANY PORTION OF THE TAXABLE YEAR
BEGINNING ON JANUARY 1, 2008, THE COMPANY SHALL NOT MAKE A TAX DISTRIBUTION TO
THE SELLERS UNTIL THE COMPANY DELIVERS A CALCULATION SHOWING THE AMOUNT OF SUCH
TAX DISTRIBUTION TO THE PURCHASER (WHICH SHALL BE PREPARED CONSISTENT WITH THE
PAST PRACTICES OF THE COMPANY IN DETERMINING PRIOR TAX DISTRIBUTIONS) AND THE
PURCHASER CONSENTS TO THE AMOUNT OF SUCH TAX DISTRIBUTION, WHICH CONSENT SHALL
NOT BE UNREASONABLY WITHHELD OR DELAYED; AND (II) FOR THE QUARTERLY PAYMENTS SET
FORTH ON SCHEDULE 5.2 ATTACHED HERETO REQUIRED TO REPAY A SHAREHOLDER LOAN IN
ACCORDANCE WITH THE STOCK PURCHASE AGREEMENT, DATED AS OF APRIL 30, 1998, AMONG
CERTAIN OF THE STOCKHOLDERS OF THE COMPANY;
(D)
NOT (I) ISSUE OR AUTHORIZE FOR ISSUANCE ANY SHARES OF CAPITAL
STOCK, ANY OPTIONS, WARRANTS, PURCHASE RIGHTS, SUBSCRIPTION RIGHTS, CONVERSION
RIGHTS OR OTHER CONTRACTS THAT, DIRECTLY OR INDIRECTLY, COULD REQUIRE THE
COMPANY TO ISSUE ANY SHARES OF CAPITAL STOCK, (II) SELL OR OTHERWISE CAUSE TO
BECOME OUTSTANDING SHARES OF CAPITAL STOCK OR OTHER SECURITY,