PAST PRACTICE;
(G)
MAKE ANY ACQUISITIONS OF ANY EQUITY INTERESTS, BUSINESS OR ASSETS
OF ANY OTHER PERSON, OR MAKE ANY LOANS, ADVANCES OR CAPITAL CONTRIBUTIONS TO, OR
INVESTMENTS IN, ANY OTHER PERSON, WITH AN AGGREGATE VALUE IN EXCESS OF $500,000
AFTER THE DATE HEREOF, EXCEPT (I) LOANS, ADVANCES, CAPITAL CONTRIBUTIONS OR
INVESTMENTS SOLELY AMONG THE COMPANIES OR (II) WITH RESPECT TO THE EXCLUDED
OPPORTUNITIES;
(H)
AUTHORIZE ANY CAPITAL EXPENDITURES IN EXCESS OF $5,000,000 EXCEPT
FOR (I) EXPENDITURES MADE IN RESPONSE TO ANY EMERGENCY, OR (II) AS SET FORTH ON
SCHEDULE 7.1 OF THE SELLERS DISCLOSURE SCHEDULE;
(I)
PLEDGE OR OTHERWISE ENCUMBER ANY MEMBERSHIP INTERESTS, SHARES OF
CAPITAL STOCK, OR ANY OTHER DEBT, OWNERSHIP OR EQUITY INTERESTS OR SECURITIES OF
ANY OF THE COMPANIES, OR CREATE OR ASSUME ANY LIEN THEREUPON;
(J)
ENTER INTO ANY COLLECTIVE BARGAINING AGREEMENT, THE TERM
(INCLUDING ANY RENEWAL TERM) OF WHICH EXTENDS BEYOND DECEMBER 31, 2010, OR WHICH
DOES NOT PROVIDE FOR EMPLOYMENT TERMS AND CONDITIONS THAT ARE THE SAME IN ALL
MATERIAL RESPECTS OVER THE ENTIRE TERM OF SUCH COLLECTIVE BARGAINING AGREEMENT;
(K)
MORTGAGE, PLEDGE OR OTHERWISE ENCUMBER ANY OF THE COMPANIES'
ASSETS, TANGIBLE OR INTANGIBLE, HAVING A VALUE IN EXCESS OF $5,000,000 OR CREATE
OR ASSUME ANY LIEN THEREUPON (OTHER THAN PERMITTED EXCEPTIONS), IN EACH CASE,
WHICH ARE NOT PREPAYABLE OR ABLE TO BE RELEASED WITHOUT PREMIUM OR PENALTY ON OR
BEFORE THE CLOSING DATE, EXCEPT IN CONNECTION WITH INDEBTEDNESS (INCLUDING
FACILITIES PROVIDING FOR INDEBTEDNESS) WHICH IS PERMITTED BY SECTION 7.1(D) OR
SECTION 7.1(E);
56
(L)
(I) SPLIT, COMBINE OR RECLASSIFY OR OTHERWISE CHANGE OR EXCHANGE
ANY SECURITIES OR EQUITY INTERESTS OF THE COMPANIES OR AMEND THE TERMS OF ANY
SECURITIES OR EQUITY INTERESTS OF THE COMPANIES, (II) DECLARE, SET ASIDE OR PAY
ANY DIVIDEND OR OTHER DISTRIBUTION (WHETHER IN CASH, STOCK OR PROPERTY OR ANY
COMBINATION THEREOF) IN RESPECT OF SECURITIES OR EQUITY INTERESTS OF THE
COMPANIES OTHER THAN (A) A DIVIDEND OR DISTRIBUTION BY A WHOLLY OWNED SUBSIDIARY
OF A COMPANY TO SUCH COMPANY OR (B) A TAX AMOUNT TO A TAX RECIPIENT (PROVIDED,
THAT, FOR THE AVOIDANCE OF DOUBT, ANY AMOUNTS UNDER CLAUSE (B) TO BE PAID ON OR
BEFORE THE CLOSING DATE SHALL BE EXCLUDED FROM THE CALCULATION OF COMPANY CASH),
OR (III) REDEEM, REPURCHASE OR OTHERWISE ACQUIRE OR OFFER TO REDEEM, REPURCHASE,
OR OTHERWISE ACQUIRE, ANY SECURITIES OR EQUITY INTERESTS OF THE COMPANIES;
(M)
ENTER INTO, MODIFY OR AMEND ANY MATERIAL CONTRACT, EXCEPT IN THE
ORDINARY COURSE OF BUSINESS CONSISTENT WITH PAST PRACTICE, MATERIAL CONTRACTS
THAT (I) DO NOT PROVIDE FOR ANNUAL EXPENDITURES BY ANY OF THE COMPANIES IN
EXCESS OF $1,000,000, (II) ARE TERMINABLE BY THE COMPANY PARTY THERETO ON THIRTY
(30) DAYS NOTICE OR LESS OR (III) ARE RELATED TO THE EXCLUDED OPPORTUNITIES;
PROVIDED, THAT, FOR THE PURPOSE OF CLARITY, THE PARTIES ACKNOWLEDGE AND AGREE
THAT RENEWALS OF MATERIAL CONTRACTS ON SUBSTANTIALLY THE SAME TERMS SHALL BE
DEEMED TO BE IN THE ORDINARY COURSE OF BUSINESS;
(N)
ENTER INTO, MODIFY OR AMEND ANY RELATED PARTY TRANSACTION;