delayed), from the Exercise Date until the Closing
Date, each of the Sellers and CCR shall not, and shall not permit any of the
other Companies to:
(A)
PROPOSE OR ADOPT ANY CHANGE IN THE GOVERNING DOCUMENTS OF THE
COMPANIES, OTHER THAN IN THE GOVERNING DOCUMENTS OF THE EXCLUDED HOLDCO
SUBSIDIARIES;
(B)
APPROVE, AUTHORIZE, ADOPT, ENTER INTO, ANNOUNCE OR COMMUNICATE TO
EMPLOYEES ANY NEW, MODIFIED, AMENDED OR SUPPLEMENTAL BENEFIT PLAN OR ANY
EMPLOYMENT AGREEMENT WITH ANY EXECUTIVE LEVEL EMPLOYEE, OR GRANT ANY INCREASE IN
WAGES, SALARY, BONUS OR OTHER COMPENSATION REMUNERATION OR BENEFITS, EXCEPT
(I) AS REQUIRED BY APPLICABLE LAW, (II) AS REQUIRED BY THE TERMS OF ANY EXISTING
BENEFIT PLAN OR EMPLOYMENT AGREEMENT, (III) IN CONNECTION WITH THE PERIODIC
PERFORMANCE REVIEWS OR ROUTINE PROMOTIONS OF EMPLOYEES OR REVIEWS OF APPROPRIATE
SALARY LEVELS FOR A JOB CLASSIFICATION IN THE ORDINARY COURSE OF BUSINESS
CONSISTENT WITH PAST PRACTICES AND POLICIES OF THE COMPANIES, (IV) ANNUAL
BONUSES AND SALARY INCREASES CONSISTENT WITH PAST PRACTICE, (V) SIGNING BONUSES
NOT TO EXCEED $50,000 INDIVIDUALLY, (VI) ENTRY INTO AGREEMENTS WITH EMPLOYEES
FOR THE STAY BONUSES PROVIDED THE AMOUNT OF THE AGGREGATE OF ALL STAY BONUSES
DOES NOT EXCEED THE STAY BONUS PAYOFF AMOUNT, (VII) ANNUAL RENEWALS OF EXISTING
HEALTH CARE PLANS SO LONG AS THE RENEWAL IS IN THE ORDINARY COURSE OF BUSINESS,
OR (VIII) PURSUANT TO ANY COLLECTIVE BARGAINING AGREEMENT ENTERED INTO IN
ACCORDANCE WITH CLAUSE (J) BELOW;
(C)
SELL, LEASE OR OTHERWISE DISPOSE OF ANY MATERIAL ASSETS, INCLUDING
BY MERGER, CONSOLIDATION, ASSET SALE OR OTHER BUSINESS COMBINATION, OTHER THAN
(I) ASSETS OF THE
55
EXCLUDED HOLDCO SUBSIDIARIES AND ASSETS OF THE EXCLUDED OPPORTUNITIES, OR
(II) SALES OF EQUIPMENT AND OTHER NON-CURRENT ASSETS IN AN AMOUNT NOT TO EXCEED
$250,000 IN THE ORDINARY COURSE OF BUSINESS;
(D)
REDEEM, REPURCHASE, DEFEASE, CANCEL OR OTHERWISE ACQUIRE ANY
INDEBTEDNESS OF ANY COMPANY (EXCEPT FOR LETTERS OF CREDIT AND SURETY BONDS
REQUIRED IN THE COURSE OF BUSINESS), OR COMMIT TO DO ANY OF THE FOREGOING (OTHER
THAN AT STATED MATURITY AND ANY REQUIRED AMORTIZATION PAYMENTS AND MANDATORY
PREPAYMENTS, IN EACH CASE, IN ACCORDANCE WITH THE TERMS OF THE INSTRUMENT
GOVERNING SUCH INDEBTEDNESS AS IN EFFECT ON THE DATE HEREOF OR AS MODIFIED WITH
THE PRIOR WRITTEN CONSENT OF THE BUYERS), PROVIDED THAT, NOTWITHSTANDING THE
ABOVE, THE COMPANIES MAY INCUR, REPAY, PREPAY, AMEND OR MODIFY ANY INDEBTEDNESS
AS SET FORTH ON SCHEDULE 5.6 OF THE SELLERS DISCLOSURE SCHEDULES;
(E)
INCUR, CREATE, ASSUME OR OTHERWISE BECOME LIABLE FOR ANY
INDEBTEDNESS (INCLUDING THE ISSUANCE OF ANY DEBT SECURITY) OR ASSUME, GUARANTEE
OR ENDORSE, ENTER INTO ANY "KEEP WELL" ARRANGEMENT OR OTHERWISE BECOME
RESPONSIBLE FOR, WHETHER DIRECTLY, CONTINGENTLY OR OTHERWISE, THE OBLIGATIONS OF
ANY OTHER PERSON, PROVIDED THAT, NOTWITHSTANDING THE ABOVE, THE COMPANIES MAY
INCUR, REPAY, PREPAY, AMEND OR MODIFY ANY INDEBTEDNESS AS SET FORTH ON SCHEDULE
5.6 OF THE SELLERS DISCLOSURE SCHEDULES;
(F)
FAIL TO PAY ALL OF THE PAYABLES OF THE COMPANIES AND COLLECT ALL
OF THE RECEIVABLES OF THE COMPANIES IN THE ORDINARY COURSE OF BUSINESS
CONSISTENT WITH