(i) investments by the Borrower or any Subsidiary that issued Convertible Securities consisting of the Convertible Securities acquired in connection with the conversion or exchange of the Convertible Securities; provided that (x) to the extent such Convertible Securities are converted or exchanged into Equity Interests, such Equity Interests shall be Qualified Equity Interests of the Borrower, and (y) to the extent such conversion or exchange involves any cash payment or any other payment not consisting of Qualified Equity Interests of the Borrower, no Default exists or would be caused thereby and Liquidity pro forma giving effect to such payment is greater than $25,000,000;
(j) investments represented by Permitted Convertible Indebtedness Call Transactions; and
(k) other investments not to exceed $10,000,000 in the aggregate (based on the amount when made, and without giving effect to any write down or decrease in the value thereof) during the term of this Agreement, provided that if on a pro forma basis for the investment, the Leverage Ratio would be equal to or greater than 2.00:1.00, then such investments shall be limited to $2,000,000 in the aggregate, provided in either case no Event of Default or Default exists or would be caused thereby.
1.10 Section 6.06 of the Credit Agreement is restated as follows:
SECTION 6.06 Restricted Payments. The Borrower will not, nor will it permit any Subsidiary to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, except (a) the Borrower may declare and pay dividends with respect to its Equity Interests payable solely in additional shares of its common Equity Interests, redeem Indebtedness solely with the issuance of Qualified Equity Interests or purchase, redeem, retire, acquire, cancel or terminate any debt securities convertible or exchangeable for Equity Securities with the issuance of Qualified Equity Interests and cash in lieu of fractional shares of any such Qualified Equity Interests, (b) Subsidiaries may declare and pay dividends ratably with respect to their Equity Interests, (c) if no Default exists or would be caused thereby (both before and after giving effect to any of the following redemptions, including without limitation each installment thereon), the Borrower may redeem its Equity Interests issued as part of the consideration for any Permitted Acquisition in an amount not to exceed $20,000,000 in the aggregate in any Fiscal Year, (d) if no Default exists or would be caused thereby (both before and after giving effect to any such Restricted Payment), other Restricted Payments (other than in connection with a purchase, redemption, call, defeasance or prepayment of Indebtedness for cash pursuant to Section 6.11(e)), provided that such other Restricted Payments shall not exceed $20,000,000 in the aggregate in any Fiscal Year if, on a pro forma basis after giving effect to such Restricted Payment, the Senior Secured Leverage Ratio is greater than 1.50:1.0, and (e) a purchase, redemption, call, defeasance or prepayment of the Senior Convertible Notes if permitted under Section 6.11(e).
1.11 Section 6.11 of the Credit Agreement is restated as follows:
Section 6.11 Prepayment of Indebtedness. The Borrower will not, nor will it permit any Subsidiary to, directly or indirectly, voluntarily purchase, redeem, call, defease or prepay any principal of, premium, if any, interest or other amount payable in respect of any Indebtedness prior to its scheduled maturity, other than (a) the Secured Obligations; (b) Indebtedness secured by a Permitted Lien if the asset securing such Indebtedness has been sold or otherwise disposed of in accordance herewith; (c) Indebtedness permitted hereunder upon any permitted refinancing thereof in accordance therewith; (d) the redemption or other prepayment of the Senior Convertible Notes solely with the issuance of Qualified Equity Interests, and (e) the Senior Convertible Notes if no Default exists or would be caused thereby and, to the extent such purchase, redemption, call, defeasance or prepayment involves payment in cash, Liquidity pro forma giving effect to such payment is greater than $25,000,000.