business combinations; and
(d)
the settlement or performance of such Person's obligations under
any equity derivative transaction, option contract or similar transaction or
combination of transactions.
"Permitted Indebtedness" is:
(A)
BORROWER'S INDEBTEDNESS TO BANK UNDER THIS AGREEMENT AND THE OTHER
LOAN DOCUMENTS;
(B)
INDEBTEDNESS EXISTING ON THE EFFECTIVE DATE AND SHOWN ON THE
PERFECTION CERTIFICATE;
(C)
SUBORDINATED DEBT, IF ANY;
(d)
unsecured Indebtedness to trade creditors incurred in the ordinary
course of business;
(e)
Indebtedness secured by Permitted Liens;
(f)
Indebtedness under any FX Forward Contract or Letter of Credit;
(g)
Indebtedness to Bank incurred in connection with Cash Management
Services;
(h)
Indebtedness, if any, arising under any "swap agreement," as such
term is defined in Section 101 of the Bankruptcy Code;
(i)
Indebtedness incurred as a result of endorsing negotiable
instruments received in the ordinary course of business;
(j)
Indebtedness solely among Borrower and any Subsidiary that is a
Guarantor which has granted Bank a first priority security interest in its
assets;
(k)
Other Indebtedness in an amount not exceeding One Hundred Thousand
Dollars ($100,000.00) in the aggregate outstanding at any time; and
(l)
extensions, refinancings, modifications, amendments and
restatements of any items of Permitted Indebtedness (a) through (k) above,
provided that the principal amount thereof is not increased or the terms thereof
are not modified to impose more burdensome terms upon Borrower or its
Subsidiary, as the case may be.
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"Permitted Investments" are:
(A)
INVESTMENTS SHOWN ON THE PERFECTION CERTIFICATE AND EXISTING ON
THE EFFECTIVE DATE;
(B)
CASH EQUIVALENTS;
(C)
INVESTMENTS CONSISTING OF THE ENDORSEMENT OF NEGOTIABLE
INSTRUMENTS FOR DEPOSIT OR COLLECTION OR SIMILAR TRANSACTIONS IN THE ORDINARY
COURSE OF BORROWER'S BUSINESS;
(D)
INVESTMENTS CONSISTING OF (I) TRAVEL ADVANCES AND EMPLOYEE
RELOCATION LOANS AND OTHER EMPLOYEE LOANS AND ADVANCES IN THE ORDINARY COURSE OF
BUSINESS, AND (II) LOANS TO EMPLOYEES, OFFICERS OR DIRECTORS RELATING TO THE
PURCHASE OF EQUITY SECURITIES OF BORROWER OR ITS SUBSIDIARIES PURSUANT TO
EMPLOYEE STOCK PURCHASE PLANS OR AGREEMENTS APPROVED BY BORROWER'S BOARD OF
DIRECTORS;
(E)
INVESTMENTS (INCLUDING DEBT OBLIGATIONS) RECEIVED IN CONNECTION
WITH THE BANKRUPTCY OR REORGANIZATION OF CUSTOMERS OR SUPPLIERS AND IN
SETTLEMENT OF DELINQUENT OBLIGATIONS OF, AND OTHER DISPUTES WITH, CUSTOMERS OR
SUPPLIERS ARISING IN THE ORDINARY COURSE OF BUSINESS;
(F)
INVESTMENTS CONSISTING OF NOTES RECEIVABLE OF, OR PREPAID
ROYALTIES AND OTHER CREDIT EXTENSIONS, TO CUSTOMERS AND SUPPLIERS WHO ARE NOT
AFFILIATES, IN THE ORDINARY COURSE OF BUSINESS; PROVIDED THAT THIS PARAGRAPH
(F) SHALL NOT APPLY TO INVESTMENTS OF BORROWER IN ANY SUBSIDIARY;
(g)
Investments to the extent they constitute Permitted Indebtedness;
(i)
any Permitted Distribution; and
(J)
OTHER INVESTMENTS IN AN AMOUNT NOT EXCEEDING ONE HUNDRED THOUSAND
DOLLARS ($100,000.00) IN THE AGGREGATE OUTSTANDING AT ANY TIME.
"Permitted Liens" are:
(A)
LIENS EXISTING ON THE EFFECTIVE DATE AND SHOWN ON THE PERFECTION
CERTIFICATE OR ARISING UNDER THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS;
(B)
LIENS FOR TAXES, FEES, ASSESSMENTS OR OTHER GOVERNMENT CHARGES OR
LEVIES, EITHER (I) NOT DUE AND PAYABLE OR (II) BEING CONTESTED IN GOOD FAITH AND