TO
REPAY INDEBTEDNESS PREVIOUSLY ISSUED TO SUCH PERSON, PROVIDED, THAT THE
AGGREGATE AMOUNT OF CASH PAYMENTS UNDER THIS CLAUSE (I) AFTER THE DATE HEREOF
(NET OF ANY PROCEEDS RECEIVED BY HOLDINGS AND CONTRIBUTED TO THE BORROWER AFTER
THE DATE HEREOF IN CONNECTION WITH (A) RESALES OF ANY COMMON STOCK OR COMMON
STOCK OPTIONS SO PURCHASED OR (B) EQUITY ISSUANCES BY HOLDINGS (TO THE EXTENT
NOT REQUIRED TO BE OTHERWISE APPLIED PURSUANT TO SECTION 4.2(A)) SHALL NOT
EXCEED $2,000,000 IN ANY CALENDAR YEAR OR $5,000,000 IN THE AGGREGATE AND (II)
PAY FEES EXPRESSLY PERMITTED BY SECTION 8.10(E);
(C)
THE BORROWER MAY PAY DIVIDENDS TO HOLDINGS TO PERMIT HOLDINGS TO (I) PAY
CORPORATE OVERHEAD EXPENSES INCURRED IN THE ORDINARY COURSE OF BUSINESS, (II)
PAY ANY TAXES THAT ARE DUE AND PAYABLE BY HOLDINGS AS THE PARENT OF A
CONSOLIDATED OR COMBINED GROUP THAT INCLUDES THE BORROWER, IN AN AMOUNT NOT TO
EXCEED THE LESSER OF (X) THE RELEVANT AMOUNT OF ANY TAXES (INCLUDING ANY
PENALTIES AND INTEREST) THAT THE BORROWER WOULD OWE IF THE BORROWER WERE FILING
A SEPARATE TAX RETURN (OR A SEPARATE CONSOLIDATED OR COMBINED RETURN WITH ITS
SUBSIDIARIES THAT ARE MEMBERS OF THE CONSOLIDATED OR COMBINED GROUP), TAKING
INTO ACCOUNT ANY CARRYOVERS OR CARRYBACKS OF TAX ATTRIBUTES (SUCH AS OPERATING
LOSSES) OF THE BORROWER AND SUCH SUBSIDIARIES FROM OTHER TAXABLE YEARS AND (Y)
THE NET AMOUNT OF THE RELEVANT TAX THAT HOLDINGS ACTUALLY OWES TO THE
APPROPRIATE TAXING AUTHORITY; PROVIDED THAT ANY SUCH PAYMENT IN RESPECT OF TAXES
RECEIVED BY HOLDINGS SHALL BE PAID OVER TO THE APPROPRIATE TAXING AUTHORITY
WITHIN 30 DAYS OF HOLDINGS' RECEIPT OF SUCH PAYMENTS OR SHALL BE REFUNDED TO THE
BORROWER, (III) PAY EXPENSE REIMBURSEMENTS PURSUANT TO THE MANAGEMENT AGREEMENT
SUBSTANTIALLY IN THE FORM MOST RECENTLY DELIVERED TO THE ADMINISTRATIVE AGENT
PRIOR TO THE CLOSING DATE, AND WITHOUT FURTHER MODIFICATION THERETO AS TO
AMOUNTS PAYABLE THEREUNDER, AND (IV) SO LONG AS NO DEFAULT OR EVENT OF DEFAULT
HAS OCCURRED AND IS CONTINUING, PAY AMOUNTS DUE AND OWING ON PREFERRED EQUITY OF
HOLDINGS ISSUED TO REFINANCE THE SENIOR SUBORDINATED NOTES PROVIDED THAT THE
COUPON ON SUCH PREFERRED EQUITY SHALL BE NO HIGHER THAN THE RATE OF INTEREST ON
THE SENIOR SUBORDINATED NOTES;
(D)
THE BORROWER MAY PAY CASH DIVIDENDS TO HOLDINGS, WHICH MAY IN TURN MAKE
EQUIVALENT CASH DIVIDENDS TO ITS EQUITYHOLDERS, WITHIN THIRTY DAYS OF THE
RESTATEMENT DATE IN AN AMOUNT NOT TO EXCEED $70,500,000 IN THE AGGREGATE; AND
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(E)
THE BORROWER MAY PAY SPECIAL BONUSES TO MEMBERS OF MANAGEMENT NOT TO
EXCEED $4,500,000 IN THE AGGREGATE WITH THE PROCEEDS OF THE TERM LOANS AS
CONTEMPLATED BY SECTION 5.16.
8.7.
Capital Expenditures; Net Cash Investment Costs.
(a) Make any
Capital Expenditure, except (i) Capital Expenditures of the Borrower and its
Subsidiaries not exceeding (A) $12,500,000 for the 2006 fiscal year and (B)
$10,000,000 for each fiscal year thereafter; provided, that (A) up to 50% of any
such amount referred to above (but in no event more than $2,500,000 in any
fiscal year),