THE
BORROWER SHALL NOT, AND SHALL NOT PERMIT ANY SUBSIDIARY TO, CONSUMMATE ANY
ACQUISITION, MAKE ANY ADVANCE, LOAN, EXTENSION OF CREDIT OR CAPITAL CONTRIBUTION
TO, OR PURCHASE ANY STOCK, BONDS, NOTES, DEBENTURES OR OTHER SECURITIES OF OR
ANY ASSETS CONSTITUTING A BUSINESS UNIT OF, OR MAKE ANY OTHER INVESTMENT IN (ANY
OF THE FOREGOING, AN "INVESTMENT"), ANY PERSON, EXCEPT:
(A)
CASH EQUIVALENTS;
(B)
EXTENSIONS OF TRADE CREDIT IN THE ORDINARY COURSE OF BUSINESS;
(C)
THE BORROWER'S OWNERSHIP INTEREST IN ITS SUBSIDIARIES;
(D)
PERMITTED ACQUISITIONS;
(E)
INVESTMENTS RECEIVED IN CONNECTION WITH BANKRUPTCY OR
REORGANIZATION OF, OR SETTLEMENT OF DELINQUENT ACCOUNTS AND DISPUTES WITH,
CUSTOMERS AND SUPPLIERS;
(F)
INVESTMENTS IN THE FORM OF PROMISSORY NOTES IN FAVOR OF THE
BORROWER, ACQUIRED BY THE BORROWER AS CONSIDERATION FOR AN ASSET DISPOSITION
PERMITTED BY SECTION 6.5, EACH OF WHICH NOTES SHALL BE DELIVERED TO, AND
ENDORSED IN FAVOR OF, THE AGENT TO BE HELD BY THE AGENT AS COLLATERAL UNDER THE
SECURITY AGREEMENT;
(G)
LOANS OR ADVANCES TO EMPLOYEES OF THE BORROWER OR ANY SUBSIDIARY
FOR MOVING, TRAVEL OR EMERGENCY EXPENSES, IN AN AGGREGATE AMOUNT NOT EXCEEDING
$500,000 OUTSTANDING AT ANY TIME;
(H)
INVESTMENTS OUTSTANDING ON THE CLOSING DATE AND SET FORTH ON
SCHEDULE 6.7; AND
54
(I)
WITHIN FIVE DAYS OF THE CLOSING DATE, THE BORROWER SHALL BE
PERMITTED TO DISTRIBUTE TO CERTAIN STOCKHOLDERS OF THE PLEDGOR PROCEEDS IN THE
APPROXIMATE AMOUNT OF $22,000,000 FROM THE INITIAL PUBLIC OFFERING OF EQUITY
INTERESTS IN THE PLEDGOR THAT THE BORROWER IS HOLDING ON BEHALF OF THE PLEDGOR.
6.8
TRANSACTIONS WITH AFFILIATES.
EXCEPT AS SET FORTH ON SCHEDULE
6.8, THE BORROWER SHALL NOT, AND SHALL NOT PERMIT ANY SUBSIDIARY TO, ENTER INTO
ANY TRANSACTION, INCLUDING, WITHOUT LIMITATION, ANY PURCHASE, SALE, LEASE OR
EXCHANGE OF PROPERTY OR THE RENDERING OF ANY SERVICE, WITH ANY SUBSIDIARY (OTHER
THAN WHOLLY-OWNED SUBSIDIARIES) OR ANY AFFILIATE, UNLESS SUCH TRANSACTION IS IN
THE ORDINARY COURSE OF THE BORROWER'S OR SUCH SUBSIDIARY'S BUSINESS AND IS UPON
TERMS NO LESS FAVORABLE TO THE BORROWER OR SUCH SUBSIDIARY, THAN IT WOULD OBTAIN
IN A COMPARABLE ARM'S LENGTH TRANSACTION WITH A PERSON NOT AN AFFILIATE;
PROVIDED THAT NOTHING IN THIS SECTION 6.8 SHALL BE DEEMED TO PROHIBIT PAYMENT OF
RESTRICTED PAYMENTS IN ACCORDANCE WITH SECTION 6.6.
6.9
FISCAL YEAR.
THE BORROWER SHALL NOT PERMIT THE FISCAL YEAR OF THE
BORROWER OR ANY SUBSIDIARY TO END ON A DAY OTHER THAN DECEMBER 31.
6.10
PROHIBITIONS ON CERTAIN AGREEMENTS, MODIFICATIONS TO CERTAIN
AGREEMENTS.
THE BORROWER SHALL NOT, NOR SHALL IT PERMIT ANY SUBSIDIARY TO,
ENTER INTO OR PERMIT TO EXIST ANY INDENTURE, AGREEMENT, INSTRUMENT OR OTHER
ARRANGEMENT, OTHER THAN THE LOAN DOCUMENTS, THAT, DIRECTLY OR INDIRECTLY,
PROHIBITS OR RESTRAINS, OR HAS THE EFFECT OF PROHIBITING OR RESTRAINING, OR
IMPOSES MATERIALLY ADVERSE CONDITIONS UPON, THE INCURRENCE OR PAYMENT OF
INDEBTEDNESS, THE GRANTING OF LIENS (EXCEPT WITH RESPECT TO CAPITALIZED LEASE
OBLIGATIONS AND INDEBTEDNESS PERMITTED BY SECTION 6.2(E), AND THEN ONLY WITH
RESPECT TO THE PROPERTY ENCUMBERED THEREBY), THE DECLARATION OR PAYMENT OF
DIVIDENDS, THE MAKING OF LOANS, ADVANCES