AND IN ACCORDANCE WITH STOCK OPTION PLANS
OR OTHER BENEFIT PLANS FOR MANAGEMENT OR EMPLOYEES OF THE COMPANY AND ITS
SUBSIDIARIES, (D) THE COMPANY MAY PAY THE CONSIDERATION IN RESPECT OF THE
BIOSPIN ACQUISITION ON THE EFFECTIVE DATE; AND (E) THE COMPANY AND ITS
SUBSIDIARIES MAY MAKE ANY OTHER RESTRICTED PAYMENT SO LONG AS NO DEFAULT OR
EVENT OF DEFAULT HAS OCCURRED AND IS CONTINUING PRIOR TO MAKING SUCH RESTRICTED
PAYMENT OR WOULD ARISE AFTER GIVING EFFECT (INCLUDING PRO FORMA EFFECT) THERETO
AND THE AGGREGATE AMOUNT OF SUCH RESTRICTED PAYMENTS DOES NOT EXCEED $25,000,000
DURING ANY FISCAL YEAR OF THE COMPANY; PROVIDED THAT NO SUCH DOLLAR LIMITATION
SHALL APPLY IF THE COMPANY HAS COMPLIED AND REMAINS IN COMPLIANCE WITH THE
ADJUSTED COVENANT REQUIREMENT
SECTION 6.08.
RESTRICTIVE AGREEMENTS.
THE COMPANY WILL NOT, AND WILL NOT
PERMIT ANY OF ITS SUBSIDIARIES TO, DIRECTLY OR INDIRECTLY, ENTER INTO, INCUR OR
PERMIT TO EXIST ANY AGREEMENT OR OTHER ARRANGEMENT THAT PROHIBITS, RESTRICTS OR
IMPOSES ANY CONDITION UPON (A) THE ABILITY OF THE COMPANY OR ANY SUBSIDIARY TO
CREATE, INCUR OR PERMIT TO EXIST ANY LIEN UPON ANY OF ITS PROPERTY OR ASSETS, OR
(B) THE ABILITY OF ANY SUBSIDIARY TO PAY DIVIDENDS OR OTHER DISTRIBUTIONS WITH
RESPECT TO HOLDERS OF ITS EQUITY INTERESTS OR TO MAKE OR REPAY LOANS OR ADVANCES
TO THE COMPANY OR ANY OTHER SUBSIDIARY OR TO GUARANTEE INDEBTEDNESS OF THE
COMPANY OR ANY OTHER SUBSIDIARY; PROVIDED THAT (I) THE FOREGOING SHALL NOT APPLY
TO RESTRICTIONS AND CONDITIONS IMPOSED BY LAW OR BY ANY LOAN DOCUMENT, (II) THE
FOREGOING SHALL NOT APPLY TO CUSTOMARY RESTRICTIONS AND CONDITIONS CONTAINED IN
AGREEMENTS RELATING TO THE SALE OF A SUBSIDIARY PENDING SUCH SALE, PROVIDED SUCH
RESTRICTIONS AND CONDITIONS APPLY ONLY TO THE SUBSIDIARY THAT IS TO BE SOLD AND
SUCH SALE IS PERMITTED HEREUNDER, (III) CLAUSE (A) OF THE FOREGOING SHALL NOT
APPLY TO RESTRICTIONS OR CONDITIONS IMPOSED BY ANY AGREEMENT RELATING TO SECURED
INDEBTEDNESS PERMITTED BY THIS AGREEMENT IF SUCH RESTRICTIONS OR CONDITIONS
APPLY ONLY TO THE PROPERTY OR ASSETS SECURING SUCH INDEBTEDNESS, (IV) CLAUSE
(A) OF THE FOREGOING
62
SHALL NOT APPLY TO CUSTOMARY PROVISIONS IN LEASES AND OTHER CONTRACTS
RESTRICTING THE ASSIGNMENT THEREOF, (V) THE FOREGOING SHALL NOT APPLY TO
RESTRICTIONS ON CASH OR OTHER DEPOSITS IMPOSED BY CUSTOMERS OF THE COMPANY OR
ANY SUBSIDIARY UNDER CONTRACTS ENTERED INTO IN THE ORDINARY COURSE OF BUSINESS,
(V) THE FOREGOING SHALL NOT APPLY TO RESTRICTIONS (A) SET FORTH IN ANY
INSTRUMENT OR AGREEMENT GOVERNING THE TERMS OF INDEBTEDNESS PERMITTED UNDER
SECTION 6.01(Q) OR (B) THAT ARE BINDING ON A NON-LOAN PARTY SUBSIDIARY AT THE
TIME SUCH PERSON FIRST BECOMES A SUBSIDIARY OR ANY ASSETS ACQUIRED BY A NON-LOAN
PARTY SUBSIDIARY AT THE TIME SUCH ASSETS ARE ACQUIRED, IN THE CASE OF EACH OF
CLAUSES (A) AND (B), SO LONG AS SUCH RESTRICTIONS WERE NOT CREATED IN
CONTEMPLATION OF SUCH PERSON BECOMING A SUBSIDIARY OR THE ACQUISITION OF SUCH
ASSETS AND APPLY ONLY TO THE ASSETS OF SUCH SUBSIDIARY OR SUCH ASSETS SO