OTHER THAN THE BORROWER OR ONE OF ITS
WHOLLY-OWNED SUBSIDIARIES, AND, PROVIDED FURTHER, THAT ANY SUCH DEBT OWED BY
EITHER THE BORROWER OR A GUARANTOR SHALL BE SUBORDINATED TO THE INDEBTEDNESS ON
TERMS SATISFACTORY TO THE ADMINISTRATIVE AGENT.
(F)
ENDORSEMENTS OF NEGOTIABLE INSTRUMENTS
FOR COLLECTION IN THE ORDINARY COURSE OF BUSINESS.
(G)
OTHER DEBT, INCLUDING PURCHASE-MONEY
OBLIGATIONS, NOT TO EXCEED $1,000,000 IN THE AGGREGATE AT ANY ONE TIME
OUTSTANDING.
(H)
DEBT ARISING UNDER SWAP AGREEMENTS PERMITTED
UNDER SECTION 9.18 HEREOF.
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SECTION 9.03.
LIENS.
THE BORROWER WILL NOT, AND WILL NOT PERMIT ANY
SUBSIDIARY TO, CREATE, INCUR, ASSUME OR PERMIT TO EXIST ANY LIEN ON ANY OF ITS
PROPERTIES (NOW OWNED OR HEREAFTER ACQUIRED), EXCEPT:
(A)
LIENS SECURING THE PAYMENT OF ANY INDEBTEDNESS.
(B)
EXCEPTED LIENS.
(C)
LIENS SECURING CAPITAL LEASES PERMITTED BY SECTION 9.02(C) BUT
ONLY ON THE PROPERTY UNDER LEASE.
(D)
LIENS ON ANY PROPERTY OF THE BORROWER AND ITS SUBSIDIARIES
EXISTING ON THE DATE HEREOF AND SET FORTH ON SCHEDULE 9.03; PROVIDED THAT SUCH
LIENS SHALL SECURE ONLY THOSE OBLIGATIONS WHICH THEY SECURE ON THE DATE HEREOF.
(E)
LIENS ON PROPERTY NOT CONSTITUTING COLLATERAL FOR THE INDEBTEDNESS
AND NOT OTHERWISE PERMITTED BY THE FOREGOING CLAUSES OF THIS SECTION 9.03;
PROVIDED THAT THE AGGREGATE PRINCIPAL OR FACE AMOUNT OF ALL DEBT SECURED UNDER
THIS SECTION 9.03(E) SHALL NOT EXCEED $2,000,000 AT ANY TIME.
SECTION 9.04.
DIVIDENDS, DISTRIBUTIONS AND REDEMPTIONS.
THE BORROWER
WILL NOT, AND WILL NOT PERMIT ANY OF ITS SUBSIDIARIES TO, DECLARE OR MAKE, OR
AGREE TO PAY OR MAKE, DIRECTLY OR INDIRECTLY, ANY RESTRICTED PAYMENT, RETURN ANY
CAPITAL TO ITS STOCKHOLDERS, MEMBERS OR PARTNERS OR MAKE ANY DISTRIBUTION OF ITS
PROPERTY TO ITS EQUITY INTEREST HOLDERS, EXCEPT
(A)
THE BORROWER MAY DECLARE AND PAY CASH DISTRIBUTIONS TO ITS EQUITY
INTEREST HOLDERS TO PERMIT SUCH HOLDERS TO PAY FEDERAL AND STATE TAXES DUE WITH
RESPECT TO THE INCOME OF THE BORROWER;
(B)
THE BORROWER MAY DECLARE AND PAY DIVIDENDS WITH RESPECT TO ITS
EQUITY INTERESTS PAYABLE SOLELY IN ADDITIONAL SHARES OF ITS EQUITY INTERESTS
(OTHER THAN DISQUALIFIED CAPITAL STOCK);
(C)
SUBSIDIARIES MAY DECLARE AND PAY DIVIDENDS RATABLY WITH RESPECT TO
THEIR EQUITY INTERESTS;
(D)
THE BORROWER MAY MAKE RESTRICTED PAYMENTS PURSUANT TO AND IN
ACCORDANCE WITH STOCK OPTION PLANS OR OTHER BENEFIT PLANS FOR MANAGEMENT OR
EMPLOYEES OF THE BORROWER AND ITS SUBSIDIARIES; AND
(E)
THE BORROWER MAY MAKE RESTRICTED PAYMENTS TO ITS EQUITY INTEREST
HOLDERS PROVIDED THAT (I) NO DEFAULT HAS OCCURRED AND IS CONTINUING OR WOULD
RESULT FROM THE MAKING OF SUCH RESTRICTED PAYMENT, AND (II) AFTER GIVING EFFECT
TO SUCH RESTRICTED PAYMENT, THE REVOLVING CREDIT EXPOSURE IS LESS THAN 90% OF
THE BORROWING BASE AS OF SUCH DATE.
SECTION 9.05.
INVESTMENTS, LOANS AND ADVANCES.
THE BORROWER WILL NOT,
AND WILL NOT PERMIT ANY SUBSIDIARY TO, MAKE OR PERMIT TO REMAIN OUTSTANDING ANY
INVESTMENTS IN OR TO ANY PERSON, EXCEPT THAT THE FOREGOING RESTRICTION SHALL NOT
APPLY TO:
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(A)
INVESTMENTS REFLECTED IN THE FINANCIAL STATEMENTS OR WHICH ARE
DISCLOSED TO THE LENDERS