TERM LOAN; AND SIXTH, THE SCHEDULED PRINCIPAL INSTALLMENTS OF
THE TERM LOAN IN INVERSE ORDER OF MATURITY; (VIII) INDEBTEDNESS OF A QUALIFIED
TARGET ASSUMED OR INCURRED IN A PERMITTED ACQUISITION DESCRIBED IN SECTION
6.1(A)(IV) AS LONG AS SUCH INDEBTEDNESS WAS NOT INCURRED IN CONTEMPLATION OF
SUCH PERMITTED ACQUISITION; (IX) INDEBTEDNESS RESULTING FROM ENDORSEMENT OF
NEGOTIABLE INSTRUMENTS FOR COLLECTION IN THE ORDINARY COURSE OF BUSINESS; (X)
INDEBTEDNESS ARISING WITH RESPECT TO CUSTOMARY INDEMNIFICATION AND PURCHASE
PRICE
50
ADJUSTMENT OBLIGATIONS INCURRED IN CONNECTION WITH PERMITTED ACQUISITIONS; (XII)
INDEBTEDNESS INCURRED IN THE ORDINARY COURSE OF BUSINESS WITH RESPECT TO SURETY
AND APPEAL BONDS, PERFORMANCE AND RETURN-OF-MONEY BONDS AND OTHER SIMILAR
OBLIGATIONS NOT EXCEEDING AT ANY TIME THE DOLLAR EQUIVALENT OF $250,000 IN
AGGREGATE OUTSTANDING LIABILITY; (XIII) INDEBTEDNESS INCURRED IN CONNECTION WITH
INTEREST SWAP AGREEMENTS OR ARRANGEMENTS DESIGNED TO PROTECT BORROWER OR ANY
SUBSIDIARY AGAINST FLUCTUATION IN INTEREST RATES, AND NOT ENTERED INTO FOR
SPECULATION, ENTERED INTO WITH ANY LENDER (OR ANY AFFILIATE THEREOF) WITH
RESPECT TO THE LOANS, IN EACH CASE WITH THE CONSENT OF AGENT, WHICH SHALL NOT BE
UNREASONABLY WITHHELD; (XIV) CURRENCY HEDGING ARRANGEMENTS; AND (XV)
INDEBTEDNESS NOT PERMITTED BY CLAUSES (I) THROUGH (XIV) ABOVE, SO LONG AS MUCH
INDEBTEDNESS, IN THE AGGREGATE AT ANY TIME OUTSTANDING, DOES NOT EXCEED THE
DOLLAR EQUIVALENT $500,000.
(B)
DURING THE FIRST TWO YEARS FOLLOWING THE
CLOSING DATE, SUCH CREDIT PARTY SHALL NOT, DIRECTLY OR INDIRECTLY, VOLUNTARILY
PURCHASE, REDEEM, DEFEASE OR PREPAY: ANY PRINCIPAL OF, PREMIUM, IF ANY, INTEREST
OR OTHER AMOUNT PAYABLE IN RESPECT OF ANY INDEBTEDNESS, OTHER THAN (I) THE
OBLIGATIONS; (II) INDEBTEDNESS SECURED BY A PERMITTED ENCUMBRANCE IF THE ASSET
SECURING SUCH INDEBTEDNESS HAS BEEN SOLD OR OTHERWISE DISPOSED OF IN ACCORDANCE
WITH SECTIONS 6.8(B) OR (C); (III) INDEBTEDNESS PERMITTED BY SECTION 6.3(A)(IV)
UPON ANY REFINANCING THEREOF IN ACCORDANCE WITH SECTION 6.3(A)(IV) OR SECTION
6.3(A)(VII); (IV) INTERCOMPANY INDEBTEDNESS; AND (V) AS OTHERWISE PERMITTED BY
SECTION 6.14; PROVIDED, THAT AFTER THE FIRST TWO YEARS FOLLOWING THE CLOSING
DATE, IF BORROWER PURCHASES, PREPAYS OR REDEEMS OTHER INDEBTEDNESS, BORROWER
SHALL MEET THE MINIMUM U.S. BORROWING AVAILABILITY SET FORTH IN SECTION 6.14(B)
AFTER GIVING EFFECT THERETO.
6.4
EMPLOYEE LOANS AND AFFILIATE TRANSACTIONS.
(A)
SUCH CREDIT PARTY SHALL NOT ENTER INTO OR
BE A PARTY TO ANY TRANSACTION WITH ANY OTHER CREDIT PARTY OR ANY AFFILIATE
THEREOF EXCEPT (I) IN THE ORDINARY COURSE OF AND PURSUANT TO THE REASONABLE
REQUIREMENTS OF SUCH CREDIT PARTY'S BUSINESS AND UPON FAIR AND REASONABLE TERMS
THAT ARE NO LESS FAVORABLE TO SUCH CREDIT PARTY THAN WOULD BE OBTAINED IN A
COMPARABLE ARM'S LENGTH TRANSACTION WITH A PERSON NOT AN AFFILIATE OF SUCH
CREDIT PARTY (II) AS AND TO THE EXTENT PERMITTED IN SECTION 6.13(E) AND (III) AS
AND TO THE EXTENT PERMITTED BY SECTION 6.3(A)(VI).
ALL SUCH TRANSACTIONS
EXISTING AS OF THE DATE HEREOF ARE DESCRIBED IN DISCLOSURE SCHEDULE (6.4(A)).
(B)
EXCLUDING LOANS SET FORTH IN DISCLOSURE
SCHEDULE (6.4(B)), SUCH CREDIT PARTY SHALL NOT ENTER INTO ANY LENDING OR
BORROWING TRANSACTION WITH ANY EMPLOYEES OF ANY CREDIT PARTY, EXCEPT LOANS