SUCH REPURCHASE (AND ANY OTHER SUCH REPURCHASES SINCE
THE LAST DAY OF THE MOST RECENTLY ENDED FISCAL QUARTER) AND ANY INDEBTEDNESS
INCURRED IN CONNECTION THEREWITH, THE BORROWER IS IN COMPLIANCE WITH SECTION 8.1
(DETERMINED ON A PRO FORMA BASIS AS IF SUCH REPURCHASES HAD OCCURRED, AND ANY
SUCH INDEBTEDNESS HAD BEEN
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INCURRED, ON THE LAST DAY OF THE MOST RECENT FISCAL QUARTER OR, FOR PURPOSES OF
SECTION 8.1(B), ON THE FIRST DAY OF THE MOST RECENTLY ENDED PERIOD OF FOUR
CONSECUTIVE FISCAL QUARTERS), (3) AT THE TIME OF THE REPURCHASE (AND AFTER
GIVING EFFECT THERETO), THERE SHALL BE REMAINING AT LEAST $15,000,000 OF
AVAILABLE REVOLVING COMMITMENTS AND (4) THE AGGREGATE AMOUNT EXPENDED FOR
REPURCHASES PURSUANT TO THIS CLAUSE (Z) SHALL NOT EXCEED $50,000,000 (PLUS, IF
THE CONSOLIDATED LEVERAGE RATIO AS OF THE END OF THE MOST RECENTLY ENDED FISCAL
QUARTER OF THE BORROWER, DETERMINED ON A PRO FORMA BASIS AS IF ALL SUCH
REPURCHASES SINCE SUCH DATE AND ANY RELATED INCURRENCES OF INDEBTEDNESS HAD
OCCURRED AT THE END OF SUCH QUARTER, SHALL BE LESS THAN 1.75 TO 1.00, THE
PERMITTED EXPENDITURE AMOUNT) IN THE AGGREGATE;
(C)
THE BORROWER MAY MAKE RESTRICTED PAYMENTS PURSUANT TO AND IN
ACCORDANCE WITH THE CONVERTIBLE DEBENTURES OPTIONS TRANSACTIONS;
(D)
ANY SUBSIDIARY MAY MAKE RESTRICTED PAYMENTS RATABLY WITH RESPECT
TO ITS CAPITAL STOCK; AND
(E)
THE BORROWER MAY MAKE DIVIDEND PAYMENTS PAYABLE SOLELY IN ITS
CAPITAL STOCK.
8.7.
PAYMENT BLOCKAGE NOTICE. GIVE ANY NOTICE TO BLOCK OR PROHIBIT
PAYMENTS IN RESPECT OF ANY SENIOR SUBORDINATED SECURITIES PURSUANT TO THE
SUBORDINATION PROVISIONS THEREOF, EXCEPT WITH THE PRIOR WRITTEN CONSENT OF THE
REQUIRED LENDERS.
8.8.
INVESTMENTS. MAKE ANY ADVANCE, LOAN, EXTENSION OF CREDIT (BY WAY
OF GUARANTY OR OTHERWISE) OR CAPITAL CONTRIBUTION TO, OR PURCHASE ANY CAPITAL
STOCK, BONDS, NOTES, DEBENTURES OR OTHER DEBT SECURITIES OF, OR ANY ASSETS
CONSTITUTING A BUSINESS UNIT OF, OR MAKE ANY OTHER INVESTMENT IN, ANY PERSON
(ALL OF THE FOREGOING, "INVESTMENTS"), EXCEPT:
(A)
EXTENSIONS OF TRADE CREDIT IN THE ORDINARY COURSE OF BUSINESS;
(B)
(I) INVESTMENTS IN CASH EQUIVALENTS AND (II) OTHER INVESTMENTS IN
FOREIGN CURRENCIES HELD IN THE ORDINARY COURSE OF BUSINESS IN THE AGGREGATE
AMOUNT NOT TO EXCEED THE DOLLAR EQUIVALENT OF $5,000,000 AT ANY TIME, WHICH
INVESTMENTS WOULD OTHERWISE CONSTITUTE CASH EQUIVALENTS BUT FOR THE SOVEREIGN
DEBT RATING OF THE COUNTRY ISSUING SUCH FOREIGN CURRENCY;
(C)
GUARANTEE OBLIGATIONS PERMITTED BY SECTION 8.2;
(D)
LOANS AND ADVANCES TO EMPLOYEES OF ANY GROUP MEMBER OF THE
BORROWER IN THE ORDINARY COURSE OF BUSINESS (INCLUDING FOR TRAVEL, ENTERTAINMENT
AND RELOCATION EXPENSES) IN AN AGGREGATE AMOUNT FOR ALL GROUP MEMBERS NOT TO
EXCEED $2,000,000 AT ANY ONE TIME OUTSTANDING;
(E)
INVESTMENTS CONSISTING OF CAPITAL EXPENDITURES OTHERWISE PERMITTED
BY THIS AGREEMENT;
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(F)
INVESTMENTS OUTSTANDING ON THE RESTATEMENT EFFECTIVE DATE AND
LISTED ON SCHEDULE 8.8(F);
(G)
INVESTMENTS CONSISTING OF NON-CASH CONSIDERATION RECEIVED BY THE
BORROWER AND ITS SUBSIDIARIES IN CONNECTION WITH ANY DISPOSITION OF ASSETS
PERMITTED UNDER SECTION 8.5(E) IN AN AGGREGATE AMOUNT NOT TO EXCEED $25,000,000
AT ANY ONE TIME