THE ORDINARY COURSE OF BUSINESS
WITH RESPECT TO SURETY AND APPEAL BONDS, PERFORMANCE BONDS AND OTHER SIMILAR
OBLIGATIONS NOT TO EXCEED $2,000,000 IN THE AGGREGATE AT ANY TIME OUTSTANDING;
(F)
CONTINGENT OBLIGATIONS ARISING UNDER INDEMNITY AGREEMENTS WITH
TITLE INSURERS TO CAUSE SUCH TITLE INSURERS TO ISSUE TO ADMINISTRATIVE AGENT
MORTGAGEE TITLE INSURANCE POLICIES;
(G)
CONTINGENT OBLIGATIONS ARISING WITH RESPECT TO CUSTOMARY
INDEMNIFICATION OBLIGATIONS IN FAVOR OF PURCHASERS IN CONNECTION WITH
DISPOSITIONS PERMITTED UNDER SECTION 5.7; AND
(H)
OTHER CONTINGENT OBLIGATIONS NOT PERMITTED BY CLAUSES (A) THROUGH
(G) ABOVE, NOT TO EXCEED $3,000,000 IN THE AGGREGATE AT ANY TIME OUTSTANDING.
SECTION 5.4
RESTRICTED DISTRIBUTIONS.
Borrower will not, and will not permit any Subsidiary to, directly or
indirectly, declare, order, pay, make or set apart any sum for any Restricted
Distribution; provided that the foregoing shall not restrict or prohibit any
Subsidiary from making dividends or distributions, directly or indirectly, to
Borrower or to any Wholly-Owned Domestic Subsidiary of Borrower; provided,
further, that the foregoing shall not restrict or prohibit Borrower from making
a Restricted Distribution to Holdings on the Closing Date (or within 10 days
thereafter) in an amount not to exceed $9,000,000 in order to permit Holdings to
contemporaneously make a Restricted Distribution of like amount to Purchaser to
permit Purchaser to repay a portion of the
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Existing RBS Debt on the Closing Date (or within 10 days thereafter) (with
evidence of such repayment to be provided to Administrative Agent promptly
thereafter) (the "RBS Restricted Distribution"); provided, further, that the
foregoing shall not restrict or prohibit dividends or distributions, directly or
indirectly, to Holdings at such times and in such amounts as are necessary to
permit:
(A)
PURCHASES OF HOLDINGS STOCK.
PURCHASES OF SHARES OF (OR OPTIONS
TO PURCHASE SHARES OF) CAPITAL STOCK IN PARENT OR OPTIONS THEREFOR FROM
EMPLOYEES OF ANY CREDIT PARTY UPON THEIR DEATH, TERMINATION OF THEIR EMPLOYMENT
OR RETIREMENT, SO LONG AS BEFORE AND AFTER GIVING EFFECT TO ANY SUCH DIVIDEND OR
DISTRIBUTION FOR SUCH PURPOSE, (I) NO EVENT OF DEFAULT SHALL HAVE OCCURRED AND
BE CONTINUING, (II) BORROWER IS IN COMPLIANCE ON A PRO FORMA BASIS WITH THE
COVENANTS SET FORTH IN ARTICLE 7 RECOMPUTED FOR THE MOST RECENTLY ENDED QUARTER
FOR WHICH INFORMATION IS AVAILABLE AND IS IN COMPLIANCE WITH ALL OTHER TERMS AND
CONDITIONS OF THIS AGREEMENT AND (III) IF SUCH DIVIDEND OR DISTRIBUTION IS MADE
PRIOR TO THE COMMITMENT EXPIRY DATE, THE REVOLVING LOAN LIMIT MINUS THE
REVOLVING LOAN OUTSTANDINGS IS EQUAL TO OR GREATER THAN $20,000,000 AND
(IV) SUCH PURCHASES OR PAYMENTS AFTER THE CLOSING DATE DO NOT EXCEED $2,000,000
IN ANY FISCAL YEAR AND DO NOT EXCEED $4,000,000 IN THE AGGREGATE FROM AND AFTER
THE CLOSING DATE;
(B)
TAXES AND ADMINISTRATIVE EXPENSES PAYMENTS.
PAYMENT OF TAXES BY
HOLDINGS AND, SO LONG AS NO EVENT OF DEFAULT SHALL HAVE OCCURRED AND BE
CONTINUING BOTH BEFORE AND AFTER GIVING EFFECT TO ANY SUCH DIVIDEND OR
DISTRIBUTION, PAYMENT OF OUT-OF-POCKET ADMINISTRATIVE EXPENSES (INCLUDING
WITHOUT LIMITATION THE PAYMENT OF REASONABLE DIRECTOR FEES