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 (ALL OF THE FOREGOING BEING COLLECTIVELY
CALLED "INVESTMENTS"), OR PURCHASE OR OTHERWISE ACQUIRE (IN ONE TRANSACTION OR A
SERIES OF TRANSACTIONS) ANY ASSETS OF ANY OTHER PERSON THAT CONSTITUTE A
BUSINESS UNIT, OR CREATE OR FORM ANY SUBSIDIARY, EXCEPT:
(A)
INVESTMENTS (OTHER THAN PERMITTED INVESTMENTS) EXISTING ON THE
DATE HEREOF AND SET FORTH ON SCHEDULE 7.4 (INCLUDING INVESTMENTS IN
SUBSIDIARIES) AND EXTENSIONS AND RENEWALS THEREOF;
(B)
PERMITTED INVESTMENTS;
(C)
GUARANTEES CONSTITUTING INDEBTEDNESS PERMITTED BY SECTION 7.1;
PROVIDED, THAT THE AGGREGATE PRINCIPAL AMOUNT OF INDEBTEDNESS OF SUBSIDIARIES
THAT ARE NOT SUBSIDIARY LOAN PARTIES THAT IS GUARANTEED BY ANY LOAN PARTY SHALL
BE SUBJECT TO THE LIMITATION SET FORTH IN CLAUSE (D) HEREOF;
(D)
INVESTMENTS MADE BY THE BORROWER IN OR TO ANY SUBSIDIARY AND BY
ANY SUBSIDIARY TO THE BORROWER OR IN OR TO ANOTHER SUBSIDIARY; PROVIDED, THAT
THE AGGREGATE AMOUNT OF INVESTMENTS BY LOAN PARTIES IN OR TO, AND GUARANTEES BY
LOAN PARTIES OF INDEBTEDNESS OF ANY SUBSIDIARY THAT IS NOT A SUBSIDIARY LOAN
PARTY (INCLUDING ALL SUCH INVESTMENTS AND GUARANTEES EXISTING ON THE CLOSING
DATE) SHALL NOT EXCEED $10,000,000 AT ANY TIME OUTSTANDING;
(E)
LOANS OR ADVANCES TO EMPLOYEES, OFFICERS OR DIRECTORS OF THE
BORROWER OR ANY SUBSIDIARY IN THE ORDINARY COURSE OF BUSINESS FOR TRAVEL,
RELOCATION AND RELATED EXPENSES; PROVIDED, HOWEVER, THAT THE AGGREGATE AMOUNT OF
ALL SUCH LOANS AND ADVANCES DOES NOT EXCEED $500,000 AT ANY TIME;
(F)
HEDGING TRANSACTIONS PERMITTED BY SECTION 7.10;
(G)
EMPLOYEE STOCK LOANS IN AN AGGREGATE PRINCIPAL AMOUNT NOT TO
EXCEED $360,000 AT ANY TIME; AND
61
(H)
OTHER INVESTMENTS WHICH IN THE AGGREGATE DO NOT EXCEED $15,000,000
IN ANY FISCAL YEAR.
SECTION 7.5.
RESTRICTED PAYMENTS.
THE BORROWER WILL NOT CAUSE OR
PERMIT ANY MEMBER OF THE CONSOLIDATED GROUP TO DECLARE OR MAKE, OR AGREE TO PAY
OR MAKE, DIRECTLY OR INDIRECTLY, ANY DIVIDEND ON ANY CLASS OF ITS STOCK, OR MAKE
ANY PAYMENT ON ACCOUNT OF, OR SET APART ASSETS FOR A SINKING OR OTHER ANALOGOUS
FUND FOR, THE PURCHASE, REDEMPTION, RETIREMENT, DEFEASANCE OR OTHER ACQUISITION
OF, ANY SHARES OF COMMON STOCK OR INDEBTEDNESS SUBORDINATED TO THE OBLIGATIONS
OF THE BORROWER OR ANY GUARANTEE THEREOF OR ANY OPTIONS, WARRANTS, OR OTHER
RIGHTS TO PURCHASE SUCH COMMON STOCK OR SUCH INDEBTEDNESS, WHETHER NOW OR
HEREAFTER OUTSTANDING (EACH, A "RESTRICTED PAYMENT"), EXCEPT FOR (I) DIVIDENDS
PAYABLE BY THE BORROWER SOLELY IN SHARES OF ANY CLASS OF ITS COMMON STOCK, (II)
RESTRICTED PAYMENTS MADE BY ANY SUBSIDIARY TO THE BORROWER OR TO ANOTHER
SUBSIDIARY, ON AT LEAST A PRO RATA BASIS WITH ANY OTHER SHAREHOLDERS IF SUCH
SUBSIDIARY IS NOT WHOLLY OWNED BY THE BORROWER AND OTHER WHOLLY OWNED
SUBSIDIARIES AND (III) CASH DIVIDENDS AND DISTRIBUTIONS PAID ON THE COMMON STOCK
OF THE BORROWER; PROVIDED, THAT (A) NO DEFAULT OR EVENT OF DEFAULT HAS OCCURRED
AND IS CONTINUING AT THE