AND GUARANTORS SHALL NOT, DIRECTLY OR
INDIRECTLY, AMEND, MODIFY, ALTER OR CHANGE THE TERMS OF SUCH LOANS AND ADVANCES
OR ANY AGREEMENT, DOCUMENT OR INSTRUMENT RELATED THERETO AND BORROWERS AND
GUARANTORS SHALL FURNISH TO AGENT ALL NOTICES OR DEMANDS IN CONNECTION WITH SUCH
LOANS AND ADVANCES EITHER RECEIVED BY ANY BORROWER OR GUARANTOR OR ON ITS
BEHALF, PROMPTLY AFTER THE RECEIPT THEREOF, OR SENT BY ANY BORROWER OR GUARANTOR
OR ON ITS BEHALF, CONCURRENTLY WITH THE SENDING THEREOF, AS THE CASE MAY BE.
9.11
RESTRICTED PAYMENTS.
EACH BORROWER AND GUARANTOR SHALL NOT, AND SHALL NOT
PERMIT ANY RESTRICTED SUBSIDIARY TO, DECLARE OR MAKE, OR AGREE TO PAY OR MAKE,
DIRECTLY OR INDIRECTLY, ANY RESTRICTED PAYMENT, EXCEPT:
91
(A)
PARENT MAY MAKE RESTRICTED PAYMENTS WITH RESPECT TO ITS
CAPITAL STOCK PAYABLE SOLELY IN ADDITIONAL SHARES OF ITS CAPITAL STOCK THAT
SATISFIES THE REQUIREMENTS FOR ISSUANCE OF CAPITAL STOCK BY PARENT UNDER
SECTION 9.7(B)(III) HEREOF;
(B)
SUBSIDIARIES OF PARENT MAY MAKE RESTRICTED PAYMENTS TO
PARENT;
(C)
BORROWERS AND GUARANTORS MAY REPURCHASE CAPITAL STOCK
CONSISTING OF COMMON STOCK HELD BY EMPLOYEES PURSUANT TO ANY EMPLOYEE STOCK
OWNERSHIP PLAN THEREOF UPON THE TERMINATION, RETIREMENT OR DEATH OF ANY SUCH
EMPLOYEE IN ACCORDANCE WITH THE PROVISIONS OF SUCH PLAN OR PURSUANT TO, AND IN
ACCORDANCE WITH THE TERMS OF, THE ODD-LOT BUYBACK PROGRAM TO REPURCHASE CAPITAL
STOCK FROM THE HOLDERS THEREOF ESTABLISHED BY BORROWERS PRIOR TO THE DATE
HEREOF, PROVIDED, THAT, AS TO ANY SUCH REPURCHASE, EACH OF THE FOLLOWING
CONDITIONS IS SATISFIED: (I) AS OF THE DATE OF THE PAYMENT FOR SUCH REPURCHASE
AND AFTER GIVING EFFECT THERETO, NO DEFAULT OR EVENT OF DEFAULT SHALL EXIST OR
HAVE OCCURRED AND BE CONTINUING, (II) SUCH REPURCHASE SHALL BE PAID WITH FUNDS
LEGALLY AVAILABLE THEREFOR, (III) SUCH REPURCHASE SHALL NOT VIOLATE ANY LAW OR
REGULATION OR THE TERMS OF ANY INDENTURE, AGREEMENT OR UNDERTAKING TO WHICH SUCH
BORROWER OR GUARANTOR IS A PARTY OR BY WHICH SUCH BORROWER OR GUARANTOR OR ITS
OR THEIR PROPERTY ARE BOUND, AND (IV) THE AGGREGATE AMOUNT OF ALL PAYMENTS FOR
SUCH REPURCHASES IN ANY CALENDAR YEAR SHALL NOT EXCEED $12,000,000;
(D)
PARENT MAY MAKE RESTRICTED PAYMENTS FOR THE PURPOSE OF
PAYING DIVIDENDS AND PAYING OTHER DISTRIBUTIONS IN RESPECT OF ITS CAPITAL STOCK
OR THE REPURCHASE OF ITS CAPITAL STOCK; PROVIDED, THAT, EACH OF THE FOLLOWING
CONDITIONS IS SATISFIED AS DETERMINED BY AGENT, (I) IN THE CASE OF DIVIDENDS,
AGENT SHALL HAVE RECEIVED FROM ADMINISTRATIVE BORROWER A COPY OF THE PUBLIC
NOTICE ISSUED BY PARENT OF THE DECLARATION OF ITS DIVIDENDS (WHICH NOTICE WILL
SPECIFY THE DATE OF PAYMENT THEREOF) AND AS TO ANY DIVIDENDS THAT MAY NOT BE
SUBJECT TO SUCH PUBLIC NOTICE OR ANY OTHER DISTRIBUTIONS OR REPURCHASES, AGENT
SHALL HAVE RECEIVED FROM ADMINISTRATIVE BORROWER NOT LESS THAN TEN (10) BUSINESS
DAYS' WRITTEN NOTICE PRIOR TO THE DATE OF THE PAYMENT OF ANY OTHER DIVIDENDS OR
OTHER DISTRIBUTIONS OR ANY OTHER REPURCHASES (SPECIFYING THE AMOUNT TO BE PAID
BY BORROWERS OR GUARANTORS), (II) SUCH DIVIDENDS, DISTRIBUTIONS OR REPURCHASES