INVESTMENTS BY THE BORROWER OR
ANY OF ITS SUBSIDIARIES IN AN AGGREGATE AMOUNT (VALUED AT COST) NOT TO EXCEED,
AT ANY TIME, $10,000,000 PLUS 10% OF THE CONSOLIDATED NET WORTH CALCULATED AS OF
THE END OF THE MOST RECENTLY COMPLETED FISCAL QUARTER FOR WHICH FINANCIAL
STATEMENTS HAVE BEEN DELIVERED PURSUANT TO SECTION 6.1(A) OR (B) OR, BEFORE THE
FIRST DELIVERY OF SUCH FINANCIAL STATEMENTS HEREUNDER, AS OF OCTOBER 4, 2003.
7.8
TRANSACTIONS WITH AFFILIATES.
ENTER INTO
ANY TRANSACTION, INCLUDING ANY PURCHASE, SALE, LEASE OR EXCHANGE OF PROPERTY,
THE RENDERING OF ANY SERVICE OR THE PAYMENT OF ANY MANAGEMENT, ADVISORY OR
SIMILAR FEES, WITH ANY AFFILIATE (OTHER THAN THE BORROWER OR ANY CONSOLIDATED
SUBSIDIARY GUARANTOR) UNLESS SUCH TRANSACTION IS UPON FAIR AND REASONABLE TERMS
NO LESS FAVORABLE TO THE BORROWER OR SUCH SUBSIDIARY, AS THE CASE MAY BE, THAN
IT WOULD OBTAIN IN A COMPARABLE ARM'S LENGTH TRANSACTION WITH A PERSON THAT IS
NOT AN AFFILIATE.
7.9
CHANGES IN FISCAL PERIODS.
FOR FINANCIAL
REPORTING PURPOSES, PERMIT THE FISCAL YEAR OF THE BORROWER TO END ON A DAY OTHER
THAN THE SATURDAY CLOSEST TO THE END OF THE CALENDAR YEAR, OR CHANGE THE
BORROWER'S METHOD OF DETERMINING FISCAL QUARTERS, EXCEPT THAT THE BORROWER MAY,
UPON WRITTEN NOTICE TO THE ADMINISTRATIVE AGENT, CHANGE THE FINANCIAL REPORTING
CONVENTION SPECIFIED ABOVE TO ANY OTHER FINANCIAL REPORTING CONVENTION
REASONABLY ACCEPTABLE TO THE ADMINISTRATIVE AGENT, IN WHICH CASE THE
48
Borrower and the Administrative Agent will, and are hereby authorized by the
Lenders to, make any adjustments to this Agreement that are necessary in order
to reflect such change in financial reporting.
7.10
NEGATIVE PLEDGE CLAUSES.
ENTER INTO OR SUFFER TO
EXIST OR BECOME EFFECTIVE ANY AGREEMENT THAT PROHIBITS OR LIMITS THE ABILITY OF
THE BORROWER OR ANY OF ITS SUBSIDIARIES TO CREATE, INCUR, ASSUME OR SUFFER TO
EXIST ANY LIEN UPON ANY OF ITS PROPERTY OR REVENUES, WHETHER NOW OWNED OR
HEREAFTER ACQUIRED, OTHER THAN (A) THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS,
(B) ANY AGREEMENTS GOVERNING ANY PURCHASE MONEY LIENS OR CAPITAL LEASE
OBLIGATIONS OTHERWISE PERMITTED HEREBY (IN WHICH CASE, ANY PROHIBITION OR
LIMITATION SHALL ONLY BE EFFECTIVE AGAINST THE ASSETS FINANCED THEREBY) AND (C)
AGREEMENTS GOVERNING ANY INDEBTEDNESS INCURRED PURSUANT TO SECTION 7.2(E),
7.2(F) OR 7.2(H) THAT CONTAIN LIMITATIONS ON LIENS CUSTOMARY FOR SUCH
INCURRENCES; PROVIDED THAT IN NO EVENT SHALL ANY SUCH AGREEMENT AFFECT THE
CAPITAL STOCK OF ANY SUBSIDIARY.
7.11
CLAUSES RESTRICTING SUBSIDIARY DISTRIBUTIONS.
ENTER INTO OR SUFFER TO EXIST OR BECOME EFFECTIVE ANY CONSENSUAL ENCUMBRANCE OR
RESTRICTION ON THE ABILITY OF ANY SUBSIDIARY OF THE BORROWER TO (A) MAKE
RESTRICTED PAYMENTS IN RESPECT OF ANY CAPITAL STOCK OF SUCH SUBSIDIARY HELD BY,
OR PAY ANY INDEBTEDNESS OWED TO, THE BORROWER OR ANY OTHER SUBSIDIARY OF THE
BORROWER, (B) MAKE LOANS OR ADVANCES TO, OR OTHER INVESTMENTS IN, THE BORROWER
OR ANY OTHER SUBSIDIARY OF THE BORROWER OR (C) TRANSFER ANY OF ITS ASSETS TO THE
BORROWER OR ANY OTHER SUBSIDIARY OF THE BORROWER, EXCEPT FOR SUCH ENCUMBRANCES
OR RESTRICTIONS EXISTING