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The Issuers will comply with the requirements of Rule 14e-1 under the
Exchange Act and any other securities laws and regulations thereunder to the
extent such laws and regulations are applicable in connection with the
repurchase of Notes pursuant to an Asset Sale Offer.
Certain Covenants
Restricted Payments
The Issuers will not, and will not permit any of their Restricted
Subsidiaries to, directly or indirectly:
. declare or pay any dividend or make any other payment or distribution on
account of the Issuers' or any of their Restricted Subsidiaries' Equity
Interests (including, without limitation, any payment in connection with
any merger or consolidation involving any Issuer) or to the direct or
indirect holders of the Issuers' or any of their Restricted Subsidiaries'
Equity Interests in their capacity as such (other than dividends or
distributions payable in Equity Interests (other than Disqualified Stock)
of any Issuer and other than dividends or distributions payable to any
Issuer or another Restricted Subsidiary and if such Restricted Subsidiary
has equity holders other than any of the Issuers or other Restricted
Subsidiaries, to its other equity holders on a pro rata basis);
. purchase, redeem or otherwise acquire or retire for value (including
without limitation, in connection with any merger or consolidation
involving any Issuer) any Equity Interests of any Issuer or any direct or
indirect parent of any Issuer or other Affiliate of any Issuer;
. make any payment on or with respect to, or purchase, redeem, defease or
otherwise acquire or retire for value any Indebtedness of any Issuer that
is subordinated to the Notes, except a payment of interest or principal
at Stated Maturity, or a payment of interest made through the issuance of
additional Indebtedness of the same kind as the Indebtedness on which
such interest shall have accrued or payment on Indebtedness owed to
another Issuer and except any payment in respect of the ABRY Subordinated
Debt; or
. make any Restricted Investment (all such payments and other actions set
forth in the clauses above being collectively referred to as "Restricted
Payments"), unless, at the time of and after giving effect to such
Restricted Payment:
(a) no Default or Event of Default shall have occurred and be
continuing or would occur as a consequence thereof; and
(b) the Issuers would, at the time of such Restricted Payment and
after giving pro forma effect thereto as if such Restricted
Payment had been made at the beginning of the applicable
quarter, have been permitted to incur at least $1.00 of
additional Indebtedness pursuant to the test set forth in the
first paragraph of the covenant described below under the
caption "--Incurrence of Indebtedness and Issuance of Preferred
Stock"; and
(c) such Restricted Payment, together with the aggregate amount of
all other Restricted Payments made by the Issuers and their
Restricted Subsidiaries after the Issue Date (excluding
Restricted Payments permitted by clauses (2), (3), (4), (7),
(8), (9), (10), (11), (12) and (13) of the next succeeding
paragraph), is less than the sum of:
.100% of the aggregate Consolidated Cash Flow of the Issuers
(or, in the event such Consolidated Cash Flow shall be a
deficit, minus 100% of such deficit) accrued for the period
beginning on the first day of the Issuers' first fiscal
quarter commencing after the Issue Date and ending on the last
day of the Issuers' most recent calendar month for which
financial information is available to the Issuers ending prior
to the date of such proposed Restricted Payment, taken as one
accounting period, less
.1.4 times Consolidated Interest Expense for the same period,
plus
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