SUCH
DISPOSITION SHALL BE IN CASH, PROVIDED THAT THE AMOUNT OF SUCH CONSIDERATION
REQUIRED TO BE PAID IN CASH MAY BE REDUCED TO 50% SO LONG AS THE REMAINING
PORTION OF SUCH CONSIDERATION IS COMPRISED OF DEBT OR EQUITY SECURITIES OF THE
ACQUIRING PERSON;
(G)
THE SALE OR ISSUANCE BY TMP OF ITS CAPITAL STOCK; AND
(H)
AN EXCHANGE OF ASSETS CONSISTING OF EQUIPMENT AND REAL PROPERTY BY
TMP FOR THE ASSETS OF ANOTHER PERSON OF A SIMILAR OR RELATED NATURE (I) ON AN
ARM'S LENGTH BASIS, (II) FOR THE CONSIDERATION OF EQUIVALENT VALUE, (III) WHICH
WILL BE COMMERCIALLY USEFUL IN TMP'S BUSINESS AND (IV) WILL RESULT IN NO TAX
LIABILITY ON THE PART OF TMP AND ITS CONSOLIDATED SUBSIDIARIES, SO LONG AS AT
THE TIME OF SUCH TRANSACTION NO DEFAULT OR EVENT OF DEFAULT SHALL EXIST OR
RESULT FROM SUCH TRANSACTION.
8.6.
RESTRICTED PAYMENTS.
DECLARE OR PAY ANY DIVIDEND (OTHER THAN
PURSUANT TO THE SPIN-OFF TRANSACTION OR DIVIDENDS PAYABLE SOLELY IN COMMON STOCK
OF THE PERSON MAKING SUCH DIVIDEND) ON, OR MAKE ANY PAYMENT ON ACCOUNT OF, OR
SET APART ASSETS FOR A SINKING OR OTHER ANALOGOUS FUND FOR, THE PURCHASE,
REDEMPTION, DEFEASANCE, RETIREMENT OR OTHER ACQUISITION OF, ANY CAPITAL STOCK OF
ANY BORROWER, WHETHER NOW OR HEREAFTER OUTSTANDING, OR MAKE ANY OTHER
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DISTRIBUTION IN RESPECT THEREOF, EITHER DIRECTLY OR INDIRECTLY, WHETHER IN CASH
OR PROPERTY OR IN OBLIGATIONS OF ANY BORROWER (COLLECTIVELY, "RESTRICTED
PAYMENTS"), EXCEPT THAT:
(A)
ANY SUBSIDIARY MAY MAKE RESTRICTED PAYMENTS TO THE BORROWERS OR
ANY SUBSIDIARY GUARANTOR; AND
(B)
TMP MAY REPURCHASE SHARES OF ITS COMMON STOCK THAT ARE PUBLICLY
TRADED SO LONG AS (1) IMMEDIATELY PRIOR TO, AND AFTER GIVING EFFECT TO SUCH
REPURCHASE, NO DEFAULT OR EVENT OF DEFAULT SHALL HAVE OCCURRED OR IS CONTINUING
AND (2) THE AGGREGATE AMOUNT OF CASH EXPENDED BY TMP PURSUANT TO THIS CLAUSE (Y)
DOES NOT EXCEED $25,000,000 FOR THE PERIOD FROM THE CLOSING DATE THROUGH
DECEMBER 31, 2003, OR $25,000,000 FOR EACH FISCAL YEAR THEREAFTER OF TMP.
8.7.
HEDGE AGREEMENTS.
ENTER INTO ANY HEDGE AGREEMENT, EXCEPT
(A) HEDGE AGREEMENTS ENTERED INTO BY THE BORROWERS TO HEDGE OR MITIGATE RISKS TO
WHICH THE BORROWERS OR ANY SUBSIDIARY HAS ACTUAL EXPOSURE (OTHER THAN THOSE IN
RESPECT OF CAPITAL STOCK) AND (B) HEDGE AGREEMENTS ENTERED INTO IN ORDER TO
EFFECTIVELY CAP, COLLAR OR EXCHANGE INTEREST OR CURRENCY RATES (FROM FIXED TO
FLOATING RATES, FROM ONE FLOATING RATE TO ANOTHER FLOATING RATE OR OTHERWISE)
WITH RESPECT TO ANY INTEREST-BEARING LIABILITY OR INVESTMENT OF THE BORROWERS OR
ANY SUBSIDIARY.
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)
INVESTMENTS IN CASH EQUIVALENTS;
(C)
GUARANTEE OBLIGATIONS PERMITTED BY SECTION 8.2;
(D)
LOANS AND