OUTSTANDING PUBLIC
INDEBTEDNESS SECURITIES;
(E)
THE BORROWER MAY REPURCHASE ITS CAPITAL
STOCK UPON THE EXERCISE OF STOCK OPTIONS IF THE CAPITAL STOCK REPRESENTS A
PORTION OF THE EXERCISE PRICE;
PROVIDED THAT IMMEDIATELY BEFORE AND IMMEDIATELY AFTER ANY RESTRICTED PAYMENT
OTHERWISE PERMITTED ABOVE, NO DEFAULT EXISTS OR WOULD RESULT THEREFROM.
7.07
CHANGE IN NATURE OF BUSINESS. ENGAGE IN ANY MATERIAL
LINE OF BUSINESS SUBSTANTIALLY DIFFERENT FROM THOSE LINES OF BUSINESS CONDUCTED
BY THE BORROWER AND ITS SUBSIDIARIES ON THE DATE HEREOF OR ANY BUSINESS
SUBSTANTIALLY RELATED OR INCIDENTAL THERETO.
7.08
TRANSACTIONS WITH AFFILIATES. ENTER INTO ANY
TRANSACTION OF ANY KIND WITH ANY AFFILIATE (OTHER THAN WITH THE BORROWER OR A
GUARANTOR) OF THE BORROWER, WHETHER OR NOT IN THE ORDINARY COURSE OF BUSINESS,
OTHER THAN ON FAIR AND REASONABLE TERMS SUBSTANTIALLY AS FAVORABLE TO THE
BORROWER OR SUCH RESTRICTED SUBSIDIARY AS WOULD BE OBTAINABLE BY THE BORROWER OR
SUCH RESTRICTED SUBSIDIARY AT THE TIME IN A COMPARABLE ARM'S LENGTH TRANSACTION
WITH A PERSON OTHER THAN AN AFFILIATE; PROVIDED, HOWEVER, THAT SECTION 7.08
SHALL NOT BE DEEMED TO PROHIBIT:
(A)
REASONABLE DIRECTOR, OFFICER, EMPLOYEE AND
CONSULTANT COMPENSATION (INCLUDING BONUSES) AND OTHER BENEFITS (INCLUDING
RETIREMENT, HEALTH, STOCK AND OTHER BENEFIT PLANS) AND INDEMNIFICATION
ARRANGEMENT;
(B)
ANY AGREEMENT AS IN EFFECT ON THE CLOSING
DATE AND SET FORTH ON SCHEDULE 7.08 OR ANY EXTENSION, AMENDMENT OR MODIFICATION
THERETO (SO LONG AS ANY SUCH EXTENSION, AMENDMENT OR MODIFICATION SATISFIES THE
REQUIREMENTS SET FORTH IN THE FIRST PARAGRAPH OF THIS SECTION 7.08);
(C)
RESTRICTED PAYMENTS OF THE TYPE DESCRIBED
IN CLAUSE (A) OF THE DEFINITION OF "RESTRICTED PAYMENT" AND WHICH ARE MADE IN
ACCORDANCE WITH SECTION 7.06; AND
(D)
SALES OF BORROWER'S CAPITAL STOCK OR
SUBORDINATED DEBT FOR CASH TO AN AFFILIATE.
7.09
BURDENSOME AGREEMENTS. ENTER INTO ANY CONTRACTUAL
OBLIGATION THAT (A) LIMITS THE ABILITY (I) OF ANY RESTRICTED SUBSIDIARY TO MAKE
RESTRICTED PAYMENTS TO THE BORROWER OR ANY GUARANTOR OR TO OTHERWISE TRANSFER
PROPERTY TO THE BORROWER OR ANY GUARANTOR, (II) OF ANY RESTRICTED SUBSIDIARY TO
GUARANTEE THE INDEBTEDNESS OF THE BORROWER OR (III) OF THE BORROWER OR ANY
RESTRICTED SUBSIDIARY TO CREATE, INCUR, ASSUME OR SUFFER TO EXIST LIENS ON
PROPERTY OF SUCH PERSON; PROVIDED, HOWEVER, THAT THIS CLAUSE (III) SHALL NOT
PROHIBIT (1) ANY NEGATIVE PLEDGE INCURRED OR PROVIDED IN FAVOR OF ANY HOLDER OF
INDEBTEDNESS PERMITTED UNDER SECTION 7.03(F) SOLELY TO THE EXTENT ANY SUCH
NEGATIVE PLEDGE RELATES TO THE PROPERTY FINANCED BY OR THE SUBJECT OF SUCH
INDEBTEDNESS OR (2) ANY NEGATIVE PLEDGE INCURRED OR PROVIDED IN FAVOR OF ANY
HOLDER OF ANY PUBLIC INDEBTEDNESS PERMITTED UNDER SECTION 7.03(E); OR
(B) REQUIRES THE GRANT OF A LIEN TO SECURE AN OBLIGATION OF SUCH PERSON IF A
LIEN IS GRANTED TO SECURE ANOTHER OBLIGATION OF SUCH PERSON, PROVIDED THAT THIS
CLAUSE (B) SHALL NOT PROHIBIT THE REQUIREMENT OF GRANTING A PARI PASSU LIEN IN
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FAVOR OF ANY HOLDER OF ANY PUBLIC INDEBTEDNESS PERMITTED UNDER
SECTION 7.03(E) IF THE OBLIGATIONS HEREUNDER ARE REQUIRED TO BE SECURED;
PROVIDED, FURTHER, HOWEVER, (X) THE