WOULD BE IN COMPLIANCE WITH THE FINANCIAL COVENANTS SET FORTH
IN SECTION 7.1, ON A PRO FORMA BASIS AS OF THE LAST DAY OF THE MOST RECENTLY
COMPLETED FISCAL QUARTER FOR WHICH FINANCIAL STATEMENTS HAVE BEEN DELIVERED
PURSUANT TO SECTION 6.1(A) OR (B).
7.7
INVESTMENTS.
MAKE ANY ADVANCE, LOAN,
EXTENSION OF CREDIT (BY WAY OF GUARANTY OR OTHERWISE) OR CAPITAL CONTRIBUTION
TO, OR PURCHASE ANY CAPITAL STOCK, BONDS, NOTES, DEBENTURES OR OTHER DEBT
SECURITIES OF, OR ANY ASSETS CONSTITUTING A BUSINESS UNIT OF, OR MAKE ANY OTHER
INVESTMENT IN, ANY PERSON (ALL OF THE FOREGOING, "INVESTMENTS"), EXCEPT:
(A)
EXTENSIONS OF TRADE CREDIT IN THE ORDINARY
COURSE OF BUSINESS;
(B)
INVESTMENTS IN CASH EQUIVALENTS;
(C)
GUARANTEE OBLIGATIONS PERMITTED BY
SECTION 7.2 AND ADVANCES PERMITTED BY SECTION 7.2(B);
47
(D)
LOANS AND ADVANCES TO EMPLOYEES AND SALES
REPRESENTATIVES OF THE BORROWER OR ANY SUBSIDIARY OF THE BORROWER IN THE
ORDINARY COURSE OF BUSINESS (INCLUDING FOR TRAVEL, ENTERTAINMENT AND RELOCATION
EXPENSES) IN AN AGGREGATE AMOUNT FOR THE BORROWER OR ANY SUBSIDIARY OF THE
BORROWER NOT TO EXCEED $1,000,000 AT ANY ONE TIME OUTSTANDING;
(E)
INVESTMENTS IN ASSETS USEFUL IN THE
BUSINESS OF THE BORROWER AND ITS SUBSIDIARIES MADE BY THE BORROWER OR ANY OF ITS
SUBSIDIARIES WITH THE PROCEEDS OF ANY REINVESTMENT DEFERRED AMOUNT;
(F)
INVESTMENTS BY THE BORROWER OR ANY OF ITS
SUBSIDIARIES IN THE BORROWER OR ANY PERSON THAT, PRIOR TO AND AFTER SUCH
INVESTMENT, IS A CONSOLIDATED SUBSIDIARY GUARANTOR; AND
(G)
THE BORROWER OR ANY SUBSIDIARY MAY MAKE
PERMITTED ACQUISITIONS, AND MAY CREATE SUBSIDIARIES TO OWN, DIRECTLY OR
INDIRECTLY, THE PROPERTY ACQUIRED THEREBY; PROVIDED THAT (I) ANY ACQUISITION OF
CAPITAL STOCK RESULTS IN THE ISSUER THEREOF BECOMING A SUBSIDIARY, (II) ANY
MATERIAL SUBSIDIARY CREATED OR ACQUIRED IN CONNECTION THEREWITH SHALL BECOME A
SUBSIDIARY GUARANTOR AND THE REQUIREMENTS OF SECTION 6.9 SHALL BE SATISFIED
PRIOR TO OR CONCURRENTLY WITH THE CONSUMMATION OF SUCH PERMITTED ACQUISITION,
(III) NO PERMITTED ACQUISITION SHALL BE CONSUMMATED UNLESS, AFTER GIVING PRO
FORMA EFFECT THERETO AS IF SUCH PERMITTED ACQUISITION HAD BEEN MADE (AND THE
RELATED INDEBTEDNESS INCURRED OR ASSUMED) ON THE FIRST DAY OF THE MOST RECENT
PERIOD OF FOUR CONSECUTIVE FISCAL QUARTERS ENDING PRIOR THERETO FOR WHICH
FINANCIAL STATEMENTS HAVE BEEN DELIVERED PURSUANT TO SECTION 6.1(A) OR (B), THE
BORROWER AND ITS SUBSIDIARIES WOULD HAVE A CONSOLIDATED LEVERAGE RATIO OF LESS
THAN OR EQUAL TO 2.50:1.00 AND A CONSOLIDATED INTEREST COVERAGE RATIO OF GREATER
THAN OR EQUAL TO 4.25:1.00 FOR SUCH PERIOD (AS DEMONSTRATED, IN THE CASE OF ANY
PERMITTED ACQUISITION THE AGGREGATE CONSIDERATION FOR WHICH EXCEEDS $10,000,000,
BY DELIVERY TO THE ADMINISTRATIVE AGENT OF A CERTIFICATE TO SUCH EFFECT SHOWING
SUCH CALCULATION IN REASONABLE DETAIL), (IV) NO DEFAULT OR UNMATURED DEFAULT
EXISTS AT THE TIME THEREOF OR WOULD RESULT THEREFROM, AND (V) SUCH ACQUISITION
HAS NOT BEEN OPPOSED, OR HAS BEEN APPROVED, PRIOR TO THE CONSUMMATION THEREOF,
BY A MAJORITY OF THE BOARD OF DIRECTORS OF THE ENTITY BEING ACQUIRED; AND
(H)
IN ADDITION TO INVESTMENTS OTHERWISE
EXPRESSLY PERMITTED BY THIS SECTION, ADDITIONAL