BY THE LEAD
BORROWER'S BOARD OF DIRECTORS AND CONDUCTED ON AN ARM'S LENGTH BASIS AND SUBJECT
TO DELIVERY OF A CERTIFICATE TO THE TERM ADMINISTRATIVE AGENT DEMONSTRATING PRO
FORMA COMPLIANCE WITH SECTION 5.10 HEREOF UPON SUCH REPURCHASE, AND (III)
BORROWERS MAY MAKE OTHER PAYMENTS OTHERWISE PROHIBITED BY SECTION 4.20(A) IN AN
AMOUNT, WHEN TAKEN TOGETHER WITH ALL PAYMENTS MADE UNDER SECTION 4.8(C) (V) AND
THIS SECTION 4.20(B) (III) AFTER THE CLOSING DATE, DO NOT EXCEED THE PERMITTED
PAYMENTS AMOUNT.
(C)
SO LONG AS THERE IS NO DEFAULT OR EVENT OF DEFAULT THAT HAS OCCURRED OR
WOULD OCCUR AS A RESULT THEREOF, THE BORROWERS MAY MAKE PERMITTED ACQUISITIONS
AND PERMITTED CREATIONS, PROVIDED, THAT, THE AGGREGATE AMOUNT OF CONSIDERATION
FOR ALL PERMITTED ACQUISITIONS AND PERMITTED CREATIONS (INCLUDING ALL
INDEBTEDNESS INCURRED, REPAID OR ASSUMED IN CONNECTION WITH ALL ACQUISITIONS
OCCURRING AFTER THE CLOSING DATE AND NET OF CASH AND CASH EQUIVALENTS ACQUIRED),
CASH PAID, AND CAPITAL STOCK ISSUED OR EXPENDED IN RESPECT OF ALL SUCH
ACQUISITIONS AFTER THE CLOSING DATE SHALL NOT EXCEED $75,000,000 (EXCLUSIVE OF
ANY CONSIDERATION DELIVERED TO ANOTHER BORROWER, WHETHER SUCH BORROWER IS NOW A
BORROWER OR BECOMES A BORROWER PRIOR TO DELIVERY OF SUCH CONSIDERATION (WHETHER
IN THE FORM OF CASH OF CAPITAL STOCK)) IN THE AGGREGATE FOLLOWING THE CLOSING
DATE; AND PROVIDED FURTHER THAT THE CONSOLIDATED LEVERAGE RATIO AT THE TIME OF
ANY PERMITTED ACQUISITION OR PERMITTED CREATION AND AFTER GIVING EFFECT TO SUCH
PERMITTED ACQUISITION OR PERMITTED CREATION PURSUANT TO THIS SECTION 4.20(C),
DOES NOT AND SHALL NOT EXCEED (X) THE REQUIRED CONSOLIDATED LEVERAGE RATIO AS
APPLICABLE FOR SUCH PERIOD AS SET FORTH IN SECTION 5.10, LESS 0.25 (E.G., IF
SUCH PERMITTED ACQUISITION OR PERMITTED CREATION OCCURRED DURING THE FISCAL
QUARTER ENDING MARCH 30, 2009, THE CONSOLIDATED LEVERAGE RATIO AT THE TIME OF
SUCH
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PERMITTED ACQUISITION OR PERMITTED CREATION AND AFTER GIVING EFFECT TO SUCH
PERMITTED ACQUISITION OR PERMITTED CREATION SHALL NOT EXCEED 3.25:1.00).
4.21
LOANS.
The Obligors shall not make any loans or advances to, nor acquire the
Indebtedness of, any Person, provided, however, the foregoing does not prohibit
any of the following:
(A)
ADVANCE PAYMENTS MADE TO THE OBLIGORS' SUPPLIERS IN THE ORDINARY COURSE;
AND
(B)
ADVANCES TO THE OBLIGORS' OFFICERS, EMPLOYEES, AND SALESPERSONS WITH
RESPECT TO REASONABLE EXPENSES TO BE INCURRED BY SUCH OFFICERS, EMPLOYEES, AND
SALESPERSONS FOR THE BENEFIT OF THE OBLIGORS, WHICH EXPENSES ARE PROPERLY
SUBSTANTIATED BY THE PERSON SEEKING SUCH ADVANCE AND PROPERLY REIMBURSABLE BY
THE OBLIGORS.
(C)
ADDITIONAL ADVANCES TO THE OBLIGORS' EMPLOYEES APPROVED BY THE CHIEF
FINANCIAL OFFICER, IN AN AMOUNT NOT MORE THAN $1,000,000 IN THE AGGREGATE.
(D)
ADVANCES FROM A BORROWER TO ANOTHER BORROWER.
(E)
ADVANCES TO GUARANTORS AND THEIR SUBSIDIARIES, IN AN AGGREGATE AMOUNT NOT
TO EXCEED FIFTEEN MILLION DOLLARS ($15,000,000) (WITHOUT DUPLICATION OF THE
INVESTMENTS PERMITTED UNDER SECTION 4.20(A) (III)(B)).
4.22
PROTECTION OF ASSETS.
The Term Agent may in its discretion from time to time, discharge any tax or
Encumbrance on any of the Collateral, or take any other action which the Term