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SEC Filings

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          (8) payment of fees in connection with any acquisition, merger or
     similar transaction in an amount that does not exceed an amount equal to
     1.25% of the transaction value of such acquisition, merger or similar
     The amount of all Restricted Payments (other than cash) shall be the fair
market value on the date of the Restricted Payment of the asset(s) or securities
proposed to be transferred or issued by the Company or any of its Restricted
Subsidiaries pursuant to the Restricted Payment. The fair market value of any
assets or securities that are required to be valued by this covenant shall be
determined by the Board of Directors of the Company whose resolution with
respect thereto shall be delivered to the applicable Trustee. Such Board of
Directors' determination must be based upon an opinion or appraisal issued by an
accounting, appraisal or investment banking firm of national standing if the
fair market value exceeds $100 million. Not later than the date of making any
Restricted Payment, the Company shall deliver to the applicable Trustee an
Officers' Certificate stating that such Restricted Payment is permitted and
setting forth the basis upon which the calculations required by this "Restricted
Payments" covenant were computed, together with a copy of any fairness opinion
or appraisal required by the Indentures.
     The Company will not, and will not permit any of its Restricted
Subsidiaries to, directly or indirectly:
          (1) make any Restricted Investment; or
          (2) allow any Restricted Subsidiary of the Company to become an
     Unrestricted Subsidiary, unless, in each case:
          (1) no Default or Event of Default shall have occurred and be
     continuing or would occur as a consequence thereof; and
          (2) the Company would, at the time of, and after giving effect to,
     such Restricted Investment or such designation of a Restricted Subsidiary
     as an unrestricted Subsidiary, have been permitted to incur at least $1.00
     of additional Indebtedness pursuant to the Leverage Ratio test set forth in
     the first paragraph of the covenant described below under the caption
     "-- Incurrence of Indebtedness and Issuance of Preferred Stock."
     An Unrestricted Subsidiary may be redesignated as a Restricted Subsidiary
if such redesignation would not cause a Default.
     (a) The Company will not, and will not permit any of its Restricted
Subsidiaries to:
          directly or indirectly, create, incur, issue, assume, guarantee or
     otherwise become directly or indirectly liable, contingently or otherwise,
     with respect to (collectively, "incur") any Indebtedness (including
     Acquired Debt), and the Company will not issue any Disqualified Stock and
     will not permit any of its Restricted Subsidiaries to issue any shares of
     preferred stock unless the Leverage Ratio would have been not greater than
     8.75 to 1.0 determined on a pro forma basis (including a pro forma
     application of the net proceeds therefrom), as if the additional
     Indebtedness had been incurred, or the Disqualified Stock had been issued,
     as the case may be, at the beginning of the most recently ended fiscal