Supercuts 2008 Annual Report Download - page 233

Acquisition, or make or commit to make any advance, loan, extension of credit or capital contribution to or any other investment in, any Person
including any Affiliate of the Company (together, " Investments "), except for:
(a) Investments held by the Company or Subsidiary in the form of Cash Equivalents;
(b) extensions of credit in the nature of accounts receivable or notes receivable arising from the sale or lease of goods or services in the
ordinary course of business;
(c) Investments by the Company or any Subsidiary in Wholly-Owned Subsidiaries or in the form of unsecured loans made by any
Subsidiary to the Company;
(d) Investments incurred in order to consummate Acquisitions otherwise permitted herein (" Permitted Acquisitions "), provided that
(i) such Acquisitions are undertaken in accordance with all applicable Requirements of Law, (ii) the prior, effective written consent or approval
to such Acquisition of the board of directors or equivalent governing body of the Person to be acquired (and its stockholders or equivalent equity
holders, if necessary) is obtained, (iii) the Company provides the Administrative Agent, for the benefit of the Lenders, prior to consummating
any such Acquisition (or series of related Acquisitions) for which the total consideration (other than stock of the Company) exceeds
$100,000,000, a Compliance Certificate executed by a Responsible Officer evidencing that, after giving effect to such Acquisition, no Default or
Event of Default shall have occurred and be continuing (including in respect of Sections 8.14 , 8.15 and 8.16 on a pro forma basis as of the last
day of the preceding fiscal quarter), and (iv) the Person or business which is the subject of such Acquisition is in the same or similar line of
business as the Company and its Subsidiaries;
(e) other Investments (excluding Permitted Acquisitions but including Investments in Joint Ventures (including the Empire Joint Venture))
in addition to the foregoing Investments permitted by this Section 8.04 ; provided that (i) the total amount of Investments permitted under this
Section 8.04(e) do not exceed in the aggregate at any one time outstanding thirty percent (30%) of Net Worth as set forth in the most recently
delivered Compliance Certificate pursuant to Section 7.02(a) and (ii) the aggregate amount of such Investments made in or to Persons that are
not in the same or similar line of business in which the Company and its Subsidiaries are engaged as of the Effective Date shall not exceed ten
percent (10%) of Net Worth as set forth in the most recently delivered Compliance Certificate pursuant to Section 7.02(a) ;
(f) Investments of a nature not contemplated by the foregoing clauses hereof that are outstanding as of the Effective Date and set forth in
Schedule 8.04 hereto; and
(g) Investments in the form of repurchase of the Company's or any Subsidiary's capital stock or Indebtedness approved by the Company's
board of directors (or the Subsidiary's equivalent managers or directors) that would not otherwise result in a Default or an Event of Default.
For the avoidance of doubt, contributions made by the Company or any ERISA Affiliate to any Pension Plan or other employee benefit plan
(including qualified plans) of the Company or such ERISA Affiliate shall not constitute an Investment by the Company or such ERISA Affiliate
under this Section 8.04 .
8.05 Limitation on Indebtedness . The Company shall not, and shall not permit any Subsidiary to, create, incur, assume, permit to exist,
or otherwise become or remain directly or indirectly liable with respect to, any Indebtedness, except:
(a) Indebtedness incurred pursuant to this Agreement;
(b) Indebtedness consisting of Contingent Obligations permitted pursuant to Section 8.08 ;
(c) Indebtedness existing on the Effective Date and set forth in Schedule 8.05 ;
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