GNC 2008 Annual Report Download - page 194

subsidiary) in excess of $50 million in any 12-month period (other than (x) indebtedness incurred in the ordinary course of business under the Senior
Credit Facility or the Indentures and (y) trade indebtedness incurred in the ordinary course of business by the Company and its subsidiaries);
(vi) the repurchase, redemption or other retirement of any Capital Stock of the Company or any of its subsidiaries or, prior to its stated maturity, any
indebtedness for borrowed money, of the Company or its subsidiaries, other than repurchases of securities held by officers, directors or employees of the
Company or its subsidiaries upon termination of employment pursuant to the terms of a management incentive plan or other agreement that has previously
been approved by the Required Approval;
(vii) the declaration or payment of dividends or the making of other distributions with respect to Capital Stock of the Company (other than (x) dividends
or distributions from any subsidiary of the Company or (y) the accrual and payment of dividends in respect of (A) Preferred Stock in accordance with the
terms of the Preferred Stock or (B) the Class B Common Stock of the Company in accordance with the terms of the Certificate of Incorporation);
(viii) material changes to the scope or nature of the Company's and any of its subsidiaries' business and operations, including the entering into of any
new line of business;
(ix) the approval of any strategic plan of the Company or its subsidiaries;
(x) the approval of any annual budget for any fiscal year of the Company (each such annual budget approved for any fiscal year of the Company, the
"Approved Annual Budget" for such fiscal year);
(xi) any capital expenditure or purchase, lease or other acquisition of assets by the Company or its subsidiaries, other than (A) capital expenditures,
purchases, leases and other acquisitions contemplated in the Approved Annual Budget for the applicable fiscal year of the Company and (B) capital
expenditures, purchases, leases and other acquisitions not contemplated in the Approved Annual Budget that would not cause the aggregate amount of all
such capital expenditures, purchases, leases and other acquisitions to exceed $15 million in any 12-month period;
(xii) commencing, or entering into any settlement agreement or arrangement with respect to, any litigation material to the business of the Company or
any of its subsidiaries;
(xiii) with respect to any officer, director or employee of the Company or any of its subsidiaries: (a) the entering into of any employment agreement or
other compensation arrangement with such person or (b) the amendment or other modification or termination of any employment agreement or other
compensation arrangement entered into with such person (in each case, other than pursuant to a management incentive plan approved by the Required
Approval), except where such agreement, arrangement, amendment or modification would not result in the payment of compensation to such person in
excess of $250,000 in any 12-month period;
(xiv) the grant of any severance or termination payment to any present or former officer, director or employee of the Company or any of its subsidiaries
other than pursuant to a management incentive plan or other agreement approved by the Required Approval;