OR
SECURITIES OF, OR ANY OTHER INTEREST IN, MAKE ANY CAPITAL CONTRIBUTION TO, OR
OTHERWISE MAKE IN ANY INVESTMENT IN, ANY PERSON, OR COMMIT TO DO ANY OF THE
FOREGOING, EXCEPT:
(I)
NEGOTIABLE INSTRUMENTS ENDORSED FOR COLLECTION IN THE ORDINARY
COURSE OF BUSINESS;
(II)
OBLIGATIONS BACKED BY THE FULL FAITH AND CREDIT OF THE UNITED
STATES GOVERNMENT (WHETHER ISSUED BY THE UNITED STATES GOVERNMENT OR AN AGENCY
THEREOF), AND OBLIGATIONS GUARANTEED BY THE UNITED STATES GOVERNMENT, IN EACH
CASE WHICH MATURE WITHIN ONE YEAR FROM THE DATE ACQUIRED;
(III)
DEMAND AND TIME DEPOSITS WITH, OR CERTIFICATES OF DEPOSIT ISSUED
BY, ANY COMMERCIAL BANK OR TRUST COMPANY (A) ORGANIZED UNDER THE LAWS OF THE
UNITED STATES OR ANY OF ITS STATES OR HAVING BRANCH OFFICES THEREIN, (B) HAVING
EQUITY CAPITAL IN EXCESS OF $250,000,000 AND (C) WHICH ISSUES EITHER (1) SENIOR
DEBT SECURITIES RATED A OR BETTER BY S&P, OR BY MOODY'S OR (2) COMMERCIAL PAPER
RATED A-1 BY S&P OR PRIME-1 BY MOODY'S, IN EACH CASE PAYABLE IN THE UNITED
STATES IN UNITED STATES DOLLARS, IN EACH CASE WHICH MATURE WITHIN ONE YEAR FROM
THE DATE ACQUIRED;
(IV)
READILY MARKETABLE COMMERCIAL PAPER RATED AS A-1 OR BETTER BY S&P
OR PRIME-1 OR BETTER BY MOODY'S (OR, IN EITHER CASE, AN EQUIVALENT RATING FROM
ANOTHER NATIONALLY RECOGNIZED CREDIT RATING AGENCY) AND MATURING NOT MORE THAN
270 DAYS FROM THE DATE ACQUIRED; AND
(V)
BONDS, DEBENTURES, NOTES OR SIMILAR DEBT INSTRUMENTS ISSUED BY A
STATE OR MUNICIPALITY GIVEN A "AA" RATING OR BETTER BY
2
S&P OR AN EQUIVALENT RATING BY ANOTHER NATIONALLY RECOGNIZED CREDIT RATING
AGENCY AND MATURING NOT MORE THAN ONE YEAR FROM THE DATE ACQUIRED.
1.7.
A NEW SECTION 7.12 IS HEREBY ADDED TO THE
CREDIT AGREEMENT READING AS FOLLOWS:
7.12
ACQUISITIONS.
BORROWER WILL NOT AND WILL NOT PERMIT ANY SUBSIDIARY
TO MAKE OR ENTER ANY INTO ACQUISITION.
FOR PURPOSES OF THIS SECTION 7.12, THE
TERM "ACQUISITION" MEANS ANY TRANSACTION, OR ANY SERIES OF RELATED TRANSACTIONS,
BY WHICH BORROWER OR ONE OR MORE OF ITS SUBSIDIARIES (I) ACQUIRES ALL OR
SUBSTANTIALLY ALL OF ANY GOING BUSINESS OR ALL OR SUBSTANTIALLY ALL OF THE
ASSETS OF ANY FIRM, CORPORATION, PARTNERSHIP OR LIMITED LIABILITY COMPANY, OR A
DIVISION THEREOF, WHETHER THROUGH PURCHASE OF ASSETS, MERGER OR OTHERWISE OR
(II) DIRECTLY OR INDIRECTLY ACQUIRES (IN ONE TRANSACTION OR AS THE MOST RECENT
TRANSACTION IN A SERIES OF TRANSACTIONS) AT LEAST A MAJORITY (IN NUMBER OF
VOTES) OF THE SHARES OF STOCK IN A CORPORATION WHICH HAVE ORDINARY VOTING POWER
FOR THE ELECTION OF DIRECTORS (OTHER THAN SHARES OF STOCK HAVING SUCH POWER ONLY
BY REASON OF THE HAPPENING OF A CONTINGENCY) OR A MAJORITY (BY PERCENTAGE OR
VOTING POWER) OF THE OUTSTANDING PARTNERSHIP INTERESTS, MEMBERSHIP INTERESTS OR
OTHER EQUITY INTERESTS OF A PARTNERSHIP, LIMITED LIABILITY COMPANY OR OTHER
BUSINESS ENTITY.
1.8.
SECTION 8.4 (CAPITAL EXPENDITURES) IS HEREBY
AMENDED IN ITS ENTIRETY TO READ AS FOLLOWS:
8.4
CAPITAL EXPENDITURES.
NOT MAKE, INCUR OR BECOME OBLIGATED TO MAKE
OR INCUR CAPITAL EXPENDITURES DURING