HAD THE
BORROWER NOT FILED A CONSOLIDATED RETURN WITH ITS SUBSIDIARIES;
(F)
THE BORROWER'S SUBSIDIARIES MAY MAKE
DISTRIBUTIONS TO BORROWER IN AMOUNTS NECESSARY TO ENABLE BORROWER TO PAY, AS AND
WHEN DUE AND PAYABLE, AND THE BORROWER MAY PAY WITH THE PROCEEDS THEREOF,
PROVIDED, THAT ANY SUCH PAYMENTS ARE MADE PROMPTLY BY THE BORROWER AFTER ITS
RECEIPT OF SUCH PROCEEDS, (I) REGULARLY SCHEDULED SEMI-ANNUAL PAYMENTS OF
INTEREST ON THE HIGH YIELD UNSECURED INDEBTEDNESS AT A RATE NOT TO EXCEED TEN
PERCENT (10%) PER ANNUM IN ACCORDANCE WITH THE TERMS SET FORTH IN THE HIGH YIELD
UNSECURED DOCUMENTS, (II) REGULARLY SCHEDULED PAYMENTS OF INTEREST AND PRINCIPAL
ON ANY SUBORDINATED INDEBTEDNESS TO THE EXTENT PERMITTED UNDER THE SUBORDINATION
TERMS WITH RESPECT THERETO AND (III) ANY OTHER PAYMENTS THAT ARE REQUIRED UNDER
THIS AGREEMENT AND ANY OF THE OTHER LOAN DOCUMENTS;
(G)
THE BORROWER'S SUBSIDIARIES MAY MAKE
DISTRIBUTIONS TO BORROWER IN AMOUNTS NECESSARY TO ENABLE BORROWER TO MAKE CASH
DIVIDENDS OR DISTRIBUTIONS TO ITS HOLDERS OF CAPITAL STOCK SO LONG AS THE
AGGREGATE AMOUNT OF SUCH RESTRICTED PAYMENTS AND ALL OTHER RESTRICTED PAYMENTS
MADE UNDER THIS SECTION 5.11(G) SINCE THE ORIGINAL CLOSING DATE DOES NOT EXCEED
THE SUM OF (WITHOUT DUPLICATION):
43
(I)
FIFTY-PERCENT (50%) OF THE "CONSOLIDATED
NET INCOME" (AS DEFINED IN THE HIGH YIELD UNSECURED INDENTURE) ACCRUED DURING
THE PERIOD (TREATED AS ONE ACCOUNTING PERIOD) FROM THE BEGINNING OF THE FISCAL
QUARTER IMMEDIATELY FOLLOWING THE FISCAL QUARTER DURING WHICH THE ORIGINAL
CLOSING DATE OCCURRED TO THE END OF THE MOST RECENT FISCAL QUARTER ENDING PRIOR
TO THE DATE OF SUCH RESTRICTED PAYMENT FOR WHICH QUARTERLY FINANCIAL STATEMENTS
ARE AVAILABLE AND HAVE BEEN DELIVERED TO THE AGENT AND THE LENDERS IN ACCORDANCE
WITH THE TERMS HEREOF (OR, IN CASE SUCH CONSOLIDATED NET INCOME SHALL BE A
DEFICIT, MINUS 100% OF SUCH DEFICIT); PLUS
(II)
ONE HUNDRED PERCENT (100%) OF THE
AGGREGATE NET PROCEEDS RECEIVED BY THE BORROWER FROM THE ISSUANCE OR SALE OF ITS
PERMITTED SECURITIES SUBSEQUENT TO THE ORIGINAL CLOSING DATE (OTHER THAN AN
ISSUANCE OR SALE TO A SUBSIDIARY OF THE BORROWER AND OTHER THAN AN ISSUANCE OR
SALE TO AN EMPLOYEE STOCK OWNERSHIP PLAN OR TO A TRUST ESTABLISHED BY THE
BORROWER OR ANY OF ITS SUBSIDIARIES FOR THE BENEFIT OF THEIR EMPLOYEES) AND ONE
HUNDRED PERCENT (100%) OF ANY CASH CAPITAL CONTRIBUTION RECEIVED BY THE BORROWER
FROM ITS SHAREHOLDERS SUBSEQUENT TO THE ORIGINAL CLOSING DATE (OTHER THAN FOR
PURPOSES OF SECTION 6.6); PLUS
(III)
THE AMOUNT BY WHICH INDEBTEDNESS OF THE
BORROWER IS REDUCED ON THE BORROWER'S BALANCE SHEET UPON THE CONVERSION OR
EXCHANGE SUBSEQUENT TO THE ORIGINAL CLOSING DATE OF ANY INDEBTEDNESS OF THE
BORROWER CONVERTIBLE OR EXCHANGEABLE FOR PERMITTED SECURITIES (LESS THE AMOUNT
OF ANY CASH, OR THE FAIR VALUE OF ANY OTHER PROPERTY, DISTRIBUTED BY THE
BORROWER UPON SUCH CONVERSION OR EXCHANGE) TO THE EXTENT THE SAME SHALL HAVE
BEEN PERMITTED UNDER THIS AGREEMENT; PROVIDED, HOWEVER, THAT THE FOREGOING
AMOUNT SHALL NOT EXCEED THE NET CASH PROCEEDS RECEIVED BY THE BORROWER OR ANY OF