CASES (A) NO DEFAULT OR EVENT OF DEFAULT IS
THEN IN EXISTENCE OR WOULD OTHERWISE ARISE THEREFROM AND (B) THE AGGREGATE
AMOUNT OF ALL CASH PAID IN RESPECT OF ALL SUCH SHARES SO REDEEMED OR REPURCHASED
DOES NOT EXCEED $2,500,000 IN ANY FISCAL YEAR OF HOLDINGS OR $10,000,000 IN THE
AGGREGATE FROM AND AFTER THE CLOSING DATE, PLUS, IN EACH CASE THE AGGREGATE
AMOUNT OF ANY NET CASH PROCEEDS OF EQUITY ISSUANCES ARE CONTRIBUTED BY HOLDINGS
AS EQUITY CAPITAL TO THE COMPANY AS A RESULT OF SALES BY HOLDINGS OF EQUITY
INTERESTS OF HOLDINGS TO OFFICERS, EMPLOYEES, DIRECTORS AND CONSULTANTS AND
PROVIDED FURTHER THAT HOLDINGS MAY PURCHASE, REDEEM OR OTHERWISE ACQUIRE EQUITY
INTERESTS AND EQUITY EQUIVALENTS OF HOLDINGS PURSUANT TO THIS CLAUSE (III)
WITHOUT REGARD TO THE RESTRICTIONS SET FORTH IN THE FIRST PROVISO ABOVE FOR
CONSIDERATION CONSISTING OF THE PROCEEDS OF KEY MAN LIFE INSURANCE OBTAINED FOR
THE PURPOSES DESCRIBED IN THIS CLAUSE (III);
(IV)
SO LONG AS NO DEFAULT OR EVENT OF DEFAULT IS THEN IN EXISTENCE OR
WOULD OTHERWISE ARISE THEREFROM, THE COMPANY MAY MAKE CASH RESTRICTED PAYMENTS
TO HOLDINGS, AND HOLDINGS MAY MAKE RESTRICTED PAYMENTS TO DR SHAREHOLDERS LLC,
IF HOLDINGS OR DR SHAREHOLDERS, RESPECTIVELY, PROMPTLY USES SUCH PROCEEDS FOR
THE PURPOSES DESCRIBED IN CLAUSE (III) ABOVE;
(V)
THE COMPANY MAY MAKE CASH RESTRICTED PAYMENTS TO (A) HOLDINGS TO
ENABLE HOLDINGS TO PAY, OR TO ENABLE HOLDINGS TO MAKE RESTRICTED PAYMENTS TO DR
SHAREHOLDERS LLC TO ENABLE DR SHAREHOLDERS LLC TO PAY, AS THE CASE MAY BE,
FRANCHISE TAXES, ACCOUNTING, LEGAL AND OTHER FEES REQUIRED TO MAINTAIN ITS
RESPECTIVE CORPORATE EXISTENCE AND TO PROVIDE FOR OTHER OPERATING COSTS, IN EACH
CASE RELATED TO THE COMPANY, (B) DR SHAREHOLDERS LLC OR HOLDINGS PURSUANT TO THE
TAX SHARING AGREEMENT DATED AS OF THE DATE HEREOF AMONG HOLDINGS AND ITS
SUBSIDIARIES, AS AMENDED, RESTATED OR MODIFIED FROM TIME TO TIME, AND (C) DR
SHAREHOLDERS LLC OR HOLDINGS IN ORDER TO ENABLE DR SHAREHOLDERS LLC OR HOLDINGS
TO PAY CUSTOMARY AND
82
REASONABLE COSTS AND EXPENSES OF A PROPOSED OFFERING OF SECURITIES OR INCURRENCE
OF INDEBTEDNESS OF DR SHAREHOLDERS LLC OR HOLDINGS THAT IS NOT CONSUMMATED;
(VI)
THE COMPANY MAY MAKE RESTRICTED PAYMENTS TO HOLDINGS IN AN AMOUNT
NOT TO EXCEED $1,250,000 PER FISCAL YEAR TO ENABLE HOLDINGS TO MAKE PAYMENT OF
PERMITTED MANAGEMENT FEES REQUIRED UNDER THE MANAGEMENT AGREEMENT AND PERMITTED
TO BE PAID PURSUANT TO SECTION 7.09(I);
(VII)
RESTRICTED PAYMENTS MAY BE MADE ON THE CLOSING DATE TO THE EXTENT
SET FORTH IN SCHEDULE 7.07 HERETO;
(VIII)
REPURCHASES OF CAPITAL STOCK DEEMED TO OCCUR UPON THE CASHLESS
EXERCISE OF STOCK OPTIONS AND WARRANTS SHALL BE PERMITTED; AND
(IX)
THE COMPANY MAY MAKE RESTRICTED PAYMENTS IN RESPECT OF INTEREST
AND PENALTIES ON THE SENIOR SUBORDINATED NOTES TO THE EXTENT ALLOWED UNDER
SECTION 7.08(C).
SECTION 7.08
PREPAYMENTS OF INDEBTEDNESS, ETC.
(A)
AMENDMENTS OF DEBT AGREEMENTS.
NONE OF THE GROUP COMPANIES WILL,
OR WILL PERMIT ANY OF THEIR RESPECTIVE SUBSIDIARIES TO, AFTER THE ISSUANCE
THEREOF, AMEND, WAIVE OR MODIFY (OR