AGREEMENT));
(E)
INCUR, ASSUME, REFINANCE OR GUARANTEE ANY MATERIAL INDEBTEDNESS FOR
BORROWED MONEY;
13
(F)
ISSUE, SELL, TRANSFER, ENCUMBER OR OTHERWISE DISPOSE OF SHARES OF ITS
CAPITAL STOCK (OTHER THAN SHARES OF ITS COMMON STOCK ISSUED AND SOLD IN
ACCORDANCE WITH THE TERMS OF OPTIONS, WARRANTS OR OTHER STOCK PURCHASE RIGHTS
OUTSTANDING ON THE DATE HEREOF OR ISSUED UNDER EMPLOYEE BENEFIT PLANS IN EFFECT
AS OF THE DATE HEREOF OR PURSUANT TO ANY OF THE TRANSACTIONS COMPRISING THE
RESTRUCTURING), OPTIONS, WARRANTS, SUBSCRIPTIONS, RIGHTS OR OTHER SECURITIES
CONVERTIBLE INTO OR EXERCISABLE OR EXCHANGEABLE FOR CAPITAL STOCK;
(G) (I) GRANT ANY INCREASE IN COMPENSATION, BENEFITS OR ANY SEVERANCE OR
TERMINATION PAY TO ANY PRESENT OR FORMER DIRECTOR, OFFICER, EMPLOYEE OR
INDEPENDENT CONTRACTOR (FOR THE AVOIDANCE OF DOUBT, THIS SHALL NOT PROHIBIT THE
PAYMENT OF INCREASED COMPENSATION, BENEFITS OR ANY SEVERANCE OR TERMINATION PAY
(A) PURSUANT TO ANY ARRANGEMENT EXISTING ON THE DATE OF THIS AGREEMENT OR (B) IN
THE ORDINARY COURSE OF BUSINESS TO ANY EMPLOYEE OR INDEPENDENT CONTRACTOR THAT
IS NOT A PRESENT OR FORMER DIRECTOR OR OFFICER); (II) ADOPT ANY NEW SEVERANCE,
RETENTION OR CHANGE IN CONTROL ARRANGEMENT, EXCEPT AS REQUIRED BY APPLICABLE LAW
OR PURSUANT TO WRITTEN AGREEMENTS IN EFFECT OR POLICIES EXISTING ON THE DATE OF
THIS AGREEMENT; (III) LOAN OR ADVANCE ANY MONEY OR OTHER PROPERTY TO ANY PRESENT
OR FORMER DIRECTOR, OFFICER, EMPLOYEE OR INDEPENDENT CONTRACTOR OF POI OR ANY
SUBSIDIARY OF POI, OTHER THAN TRAVEL ADVANCES OR SIMILAR ADVANCES MADE IN THE
ORDINARY COURSE CONSISTENT WITH PAST PRACTICE; (IV) (A) ESTABLISH, ADOPT, ENTER
INTO, AMEND OR TERMINATE ANY EMPLOYEE BENEFIT PLAN OR (B) GRANT ANY EQUITY OR
EQUITY-BASED AWARDS OR ALLOW FOR THE COMMENCEMENT OF ANY NEW OFFERING PERIODS
UNDER POI'S EMPLOYEE STOCK PURCHASE PLANS;
(H)
ESTABLISH, ADOPT, ENTER INTO, AMEND OR TERMINATE ANY, COLLECTIVE
BARGAINING
AGREEMENT (OTHER THAN AS MAY BE REQUIRED UNDER THE TERMS OF AN
EXISTING COLLECTIVE BARGAINING AGREEMENT, OR AS MAY BE REQUIRED BY APPLICABLE
LAW);
(I)
SETTLE OR COMPROMISE ANY SUIT, CLAIM, PROCEEDING OR DISPUTE OR THREATENED
SUIT, CLAIM, PROCEEDING OR DISPUTE IF SUCH SETTLEMENT OR COMPROMISE WOULD RESULT
IN (I) ANY INJUNCTIVE OR SIMILAR RELIEF, (II) AN OBLIGATION TO MAKE A PAYMENT IN
EXCESS OF $100,000, EXCEPT TO THE EXTENT SUCH PAYMENTS ARE TO BE MADE WITH
INSURANCE PROCEEDS (NET OF ANY INSURANCE POLICY INDEMNITY OR RETROSPECTIVE
PREMIUM ADJUSTMENT), OR (III) ANY RESTRUCTURING OF ANY OF ITS INDEBTEDNESS;
(J)
ENTER INTO ANY NEGOTIATIONS WITH HOLDERS OF THE SENIOR SUB DISCOUNT NOTES
OR POAMI'S SENIOR NOTES OR SUBORDINATED NOTES (EACH TERM AS DEFINED IN THE
AMENDED AND RESTATED CREDIT AGREEMENT) WITH RESPECT TO ANY PAYMENT IN RESPECT OF
ANY PRINCIPAL AMOUNT UNDER ANY SUCH INDEBTEDNESS, ANY RESTRUCTURING OF SUCH
INDEBTEDNESS OR THE AMENDMENT OF ANY INDENTURE GOVERNING ANY SUCH INDEBTEDNESS;
(K)
MAKE OR CHANGE ANY MATERIAL TAX ELECTION, FILE ANY MATERIAL AMENDED TAX
RETURNS OR SETTLE ANY MATERIAL TAX CLAIM, AUDIT OR ASSESSMENT IF SUCH ELECTION,
CHANGE, FILING OR SETTLEMENT WOULD RESULT IN AN OBLIGATION TO MAKE PAYMENTS, IN