4043 OF ERISA) SHALL NOT BE
CURED OR RECTIFIED WITHIN 15 DAYS THEREAFTER; OR ANY ERISA GROUP PERSON SHALL
FAIL TO PAY WHEN DUE AMOUNTS AGGREGATING IN EXCESS OF $3,000,000 WHICH IT SHALL
HAVE BECOME LIABLE TO PAY TO THE PBGC OR TO A PLAN UNDER TITLE IV OF ERISA; OR
NOTICE OF INTENT TO TERMINATE ANY PLAN SHALL BE FILED UNDER TITLE IV OF ERISA
AND THE ASSETS OF SUCH PLAN SHALL NOT EXCEED THE LIABILITIES OF SUCH PLAN ON A
TERMINATION BASIS AS DETERMINED UNDER TITLE IV OF ERISA; OR THE PBGC SHALL
INSTITUTE PROCEEDINGS UNDER TITLE IV OF ERISA TO TERMINATE OR TO CAUSE A TRUSTEE
TO BE APPOINTED TO ADMINISTER ANY PLAN OR A PROCEEDING SHALL BE INSTITUTED BY A
FIDUCIARY OF ANY PLAN AGAINST ANY ERISA GROUP PERSON TO ENFORCE SECTION 515 OR
4219(C)(5) OF ERISA AND SUCH PROCEEDING SHALL NOT HAVE BEEN DISMISSED WITHIN 30
DAYS THEREAFTER; OR A
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CONDITION SHALL EXIST BY REASON OF WHICH THE PBGC WOULD BE ENTITLED TO OBTAIN A
DECREE ADJUDICATING THAT ANY PLAN MUST BE TERMINATED.
8.1.10.
TAX STATUS.
THE COMPANY SHALL CEASE TO BE A "QUALIFIED SUBCHAPTER S
SUBSIDIARY" WITHIN THE MEANING OF SECTION 1361(B)(3)(B) OF THE CODE OTHER THAN
AS A RESULT OF (A) THE ISSUANCE BY THE COMPANY OF THE WARRANTS OR (B) ANY PERSON
BECOMING A SHAREHOLDER OF THE COMPANY UPON THE EXERCISE BY SUCH PERSON OF ANY
WARRANT.
8.1.11.
DISTRIBUTIONS.
ON APRIL 15 IN ANY CALENDAR YEAR, THE AGGREGATE AMOUNT
OF DISTRIBUTIONS MADE BY THE COMPANY PURSUANT TO SECTION 6.9.6 DURING THE FISCAL
YEAR OF THE COMPANY MOST RECENTLY ENDED SHALL EXCEED THE SUM OF (A) THE ACTUAL
PRO FORMA TAX LIABILITY WITH RESPECT TO THE FISCAL YEAR OF THE COMPANY MOST
RECENTLY ENDED PLUS (B) THE TAX RETENTION AMOUNT WITH RESPECT TO THE MOST RECENT
TAX PAYMENT DATE DURING THE FISCAL YEAR OF THE COMPANY MOST RECENTLY ENDED PLUS
(C) THE EQUITY CAPITAL CONTRIBUTIONS MADE BY RENCO AND DRAC TO THE COMPANY IN
CASH DURING THE PERIOD COMMENCING ON NOVEMBER 1 IN THE IMMEDIATELY PRECEDING
CALENDAR YEAR AND ENDING ON APRIL 15 IN SUCH CALENDAR YEAR.
8.1.12.
BANKRUPTCY, ETC.
THE COMPANY, ANY OF ITS SUBSIDIARIES OR ANY OTHER
OBLIGOR SHALL:
(A)
COMMENCE A VOLUNTARY CASE UNDER THE BANKRUPTCY CODE OR AUTHORIZE, BY
APPROPRIATE PROCEEDINGS OF ITS BOARD OF DIRECTORS OR OTHER GOVERNING BODY, THE
COMMENCEMENT OF SUCH A VOLUNTARY CASE;
(B)
(I) HAVE FILED AGAINST IT A PETITION COMMENCING AN INVOLUNTARY CASE UNDER
THE BANKRUPTCY CODE THAT SHALL NOT HAVE BEEN DISMISSED WITHIN 60 DAYS AFTER THE
DATE ON WHICH SUCH PETITION IS FILED, OR (II) FILE AN ANSWER OR OTHER PLEADING
WITHIN SUCH 60-DAY PERIOD ADMITTING OR FAILING TO DENY THE MATERIAL ALLEGATIONS
OF SUCH A PETITION OR SEEKING, CONSENTING TO OR ACQUIESCING IN THE RELIEF
THEREIN PROVIDED, OR (III) HAVE ENTERED AGAINST IT AN ORDER FOR RELIEF IN ANY
INVOLUNTARY CASE COMMENCED UNDER THE BANKRUPTCY CODE;
(C)
SEEK RELIEF AS A DEBTOR UNDER ANY APPLICABLE LAW, OTHER THAN