Common use of Dividends and Redemptions Clause in Contracts

Dividends and Redemptions. Each Borrower and Guarantor shall not, and shall not permit any of their respective Subsidiaries to, directly or indirectly, declare or pay any dividends on account of any shares of class of Capital Stock of such Borrower or Guarantor (or Subsidiary) now or hereafter outstanding, or set aside or otherwise deposit or invest any sums for such purpose, or redeem, retire, defease, purchase or otherwise acquire any shares of any class of Capital Stock (or set aside or otherwise deposit or invest any sums for such purpose) for any consideration other than common stock or apply or set apart any sum, or make any other distribution (by reduction of capital or otherwise) in respect of any such shares or agree to do any of the foregoing, EXCEPT (a) any Subsidiary of a Borrower may pay dividends to such Borrower; (b) a Borrower may pay dividends to the extent permitted in Section 9.12 below; (c) any Subsidiary of Waxman Industries other than Borrowers may pay dividends to their respective parent corporation; and (d) any Borrower, Guarantor or any of their respective Subsidiaries may repurchase Capital Stock consisting of common stock for cash consideration, PROVIDED, THAT, as to any such repurchase, each of the following conditions is satisfied: (i) as of the date of the payment for such repurchase and after giving effect thereto, no Event of Default shall exist or have occurred and be continuing; (ii) such repurchase shall be paid with funds legally available therefor, (iii) such repurchase shall not violate any law or regulation or the terms of any indenture, agreement or undertaking to which any Borrower or Guarantor is a party or by which any Borrower or Guarantor or its property are bound, and (iv) the aggregate amount of all payments for such repurchases shall not exceed $500,000.

Dividends and Redemptions. Each (a) The Borrower and Guarantor shall not, and nor shall not it cause or permit any of their respective its Subsidiaries to, directly or indirectly: (i) declare, declare pay, authorize or pay make any form of dividend (except for stock dividends on account of or stock splits) or return any shares of class of Capital Stock of such capital, in cash or property, to its shareholders, their successors or assigns, except (A) as expressly permitted by Section 6.1 hereof, (B) dividends payable to the Borrower or any Guarantor by any Subsidiary, (C) dividends by the Borrower or Subsidiarya Subsidiary of Borrower of the stock of a Subsidiary of the Person making the dividends, so long as the Borrower complies with Section 2.11(b) now hereof in conjunction with such transaction, (D) in each fiscal year of Borrower, cash dividends declared and paid by the Borrower or hereafter outstandingany Subsidiary of the Borrower which, or when aggregated with all other dividends paid in such year under this clause (D) and all redemptions, etc. made in such year under clause (ii)(D) below (including amounts set aside or otherwise deposit or invest any sums for such purposepurposes in such year pursuant to clause (iii) below) by the Borrower and its Subsidiaries, or do not exceed 35% of the Borrower's Consolidated Net Income (only if positive) for the prior fiscal year and (E) cash dividends in an aggregate amount, when aggregated with redemptions, etc. made under clause (ii)(C) below, not to exceed 100% of the net cash proceeds of the sale of the Xxxxxx Road Building, (ii) redeem, retire, defease, purchase or otherwise acquire or retire, for any shares consideration, any of the capital stock of the Borrower or any class of Capital Stock the Subsidiaries now or hereafter outstanding (or set aside any warrants for or otherwise deposit options or invest any sums for such purpose) for any consideration other than common stock or apply or set apart any sum, or make any other distribution (by reduction of capital or otherwise) appreciation rights in respect of any such shares stock), except (A) the Borrower or agree to do any of the foregoingGuarantors may redeem, EXCEPT retire, purchase or otherwise acquire or retire its capital stock from its employees as part of reasonable employee incentive plans and severance arrangements, (aB) Rapidforms, Inc., Xxxxxxx & Xxxxxx, Inc. and Newshire Forms, Inc. may redeem the outstanding capital stock of their minority shareholders and/or option holders, (C) the Borrower may redeem, retire, purchase or otherwise acquire or retire its capital stock for an aggregate consideration, when aggregated with dividends made under clause (i)(E) above, in an amount not to exceed 100% of the net cash proceeds of the sale of the Xxxxxx Road Buildiach fiscal year of Borrower, redemptions, etc made by the Borrower or any Subsidiary of a the Borrower may pay which, when aggregated with all dividends paid in such year under clause (i)(D) above and all other redemptions, etc. made in such year under this clause (D) (including amounts set aside for such purposes in such year pursuant to such clause (iii) below) by the Borrower and its Subsidiaries, do not exceed 35% of the Borrower; 's Consolidated Net Income (bonly if positive) a Borrower may pay dividends to for the extent permitted in Section 9.12 below; prior fiscal year or (ciii) set aside any Subsidiary of Waxman Industries other than Borrowers may pay dividends to their respective parent corporation; and (d) any Borrower, Guarantor or funds for any of their respective Subsidiaries may repurchase Capital Stock consisting of common stock for cash consideration, PROVIDED, THAT, as to any such repurchase, each of the following conditions is satisfied: purposes set forth in clauses (ia)(i) as of the date of the payment for such repurchase and after giving effect thereto, no Event of Default shall exist or have occurred and be continuing; (ii) such repurchase shall be paid with funds legally available therefor, (iii) such repurchase shall not violate any law or regulation or the terms of any indenture, agreement or undertaking to which any Borrower or Guarantor is a party or by which any Borrower or Guarantor or its property are bound, and (iv) the aggregate amount of all payments for such repurchases shall not exceed $500,000.hereof;

Dividends and Redemptions. Each Borrower and Guarantor Borrowers shall not, and shall not permit any of their respective Subsidiaries to, directly or indirectly, declare or pay any dividends on account of any shares of class of Capital Stock capital stock of such Borrower or Guarantor (or Subsidiary) Borrowers now or hereafter outstanding, or set aside or otherwise deposit or invest any sums for such purpose, or redeem, retire, defease, purchase or otherwise acquire any shares of any class of Capital Stock capital stock (or set aside or otherwise deposit or invest any sums for such purpose) for any consideration other than common stock or apply or set apart any sum, or make any other distribution (by reduction of capital or otherwise) in respect of any such shares or agree to do any of the foregoing; provided, EXCEPT however, that Proliance may (ai) any Subsidiary pay up to $337,500 per year in dividends on its Series B convertible preferred stock if and to the extent that such dividends are permitted and required to be paid under the Certificate of a Borrower Incorporation of Proliance and the Agreement and Plan of Merger dated July 23, 1998 relating to the acquisition of Evap and (ii) without duplication of the other dividends permitted to be made under this Section 9.11, Proliance may pay dividends to such Borrower; (b) a Borrower may pay dividends to the extent permitted in Section 9.12 below; (c) any Subsidiary of Waxman Industries other than Borrowers may pay dividends to their respective parent corporation; its shareholders and (d) any Borrower, Guarantor or any of their respective Subsidiaries may repurchase Capital Stock consisting of common capital stock for cash considerationheld by its shareholders provided, PROVIDED, THATthat, as to any such dividend or repurchase, each of the following conditions is satisfied: (i1) the Borrowers shall maintain Excess Availability of not less than $18,000,000 for thirty (30) consecutive days prior to the date on which any such dividend or stock repurchase is made, and on the date on which such dividend or stock repurchase is made, and for thirty (30) consecutive days following the date on which such dividend or stock repurchase is made, in each case, after giving effect to making such dividend or repurchasing such stock, (2) as of the date of the payment for making of such dividend or such stock repurchase and after giving effect thereto, no Event of Default or event which with notice or the passage of time would constitute an Event of Default shall exist or have occurred and be continuing; , (ii3) such dividend or stock repurchase shall be paid with funds legally available therefor, (iii4) such dividend or stock repurchase shall not violate any law or regulation or the terms of any indenture, agreement or undertaking to which any Borrower or Guarantor is a party or by which any Borrower or Guarantor or its property are bound, and (iv5) the aggregate amount of all payments for such dividends and repurchases in any calendar year shall not exceed $500,000.3,000,000;"

Dividends and Redemptions. Each Borrower and Guarantor shall not, and shall not permit any of their respective Subsidiaries to, directly or indirectly, declare or pay any dividends on account of any shares of class of Capital Stock of such Borrower or Guarantor (or Subsidiary) now or hereafter outstanding, or set aside or otherwise deposit or invest any sums for such purpose, or redeem, retire, defease, purchase or otherwise acquire any shares of any class of Capital Stock (or set aside or otherwise deposit or invest any sums for such purpose) for any consideration other than common stock or apply or set apart any sum, or make any other distribution (by reduction of capital or otherwise) in respect of any such shares or agree to do any of the foregoing, EXCEPT except (a) any Subsidiary of a Borrower may pay dividends to such Borrower; (b) a any Borrower or Guarantor may pay dividends to the extent permitted in Section 9.12 below; (c) any Subsidiary of Waxman Industries PAI other than Borrowers may pay dividends to their respective parent corporation; and (d) any Borrower, Guarantor or any of their respective Subsidiaries may repurchase Capital Stock consisting of common stock for cash considerationheld by employees pursuant to any employee stock ownership plan thereof upon the termination, PROVIDEDretirement or death of any such employee in accordance with the provisions of such plan, THATprovided, that, as to any such repurchase, each of the following conditions is satisfied: (i) as of the date of the payment for such repurchase and after giving effect thereto, no Event of Default shall exist or have occurred and be continuing; , (ii) such repurchase shall be paid with funds legally available therefor, (iii) such repurchase shall not violate any law or regulation or the terms of any indenture, agreement or undertaking to which any Borrower or Guarantor is a party or by which any Borrower or Guarantor or its property are bound, and (iv) the aggregate amount of all payments for such repurchases in any calendar year shall not exceed $US$500,000, plus the amount by which US$500,000 exceeds such repurchases in each of the immediately preceding two (2) years, but in no event shall the aggregate amount of all payments for such repurchases in any calendar year exceed US$1,500,000.

Dividends and Redemptions. Each Borrower and Guarantor shall not, and shall not permit any of their respective Subsidiaries to, directly or indirectly, declare or pay any dividends on account of any shares of class of Capital Stock capital stock of such Borrower or Guarantor (or Subsidiary) now or hereafter outstanding, or set aside or otherwise deposit or invest any sums for such purpose, or redeem, retire, defease, purchase or otherwise acquire any shares of any class of Capital Stock (or capital stock(or set aside or otherwise deposit or invest any sums for such purpose) for any consideration other than common stock or apply or set apart any sum, or make any other distribution (by reduction of capital or otherwise) in respect of any such shares or agree to do any of the foregoing, EXCEPT foregoing unless: (a) any Subsidiary Borrower’s Excess Availability shall have been not less than $1,000,000 for each of a Borrower may pay dividends to the thirty (30) days immediately preceding the payment of such Borrowerdividend; (b) a Borrower may pay dividends Borrower’s Excess Availability shall not be less than $1,000,000 immediately after giving effect to the extent permitted in Section 9.12 belowpayment of such dividend; (c) any Subsidiary Borrower shall have delivered to Lender a written certification of Waxman Industries other than Borrowers may pay dividends to their respective parent corporationBorrower’s good faith (prepared on reasonable assumptions) projection of Excess Availability indicating that Excess Availability shall be at least $1,000,000 for each of the thirty (30) days immediately following the payment of such dividend on a pro forma basis; and (d) any Borrower, Guarantor or any of their respective Subsidiaries may repurchase Capital Stock consisting of common stock for cash consideration, PROVIDED, THAT, as to any such repurchase, each of the following conditions is satisfied: (i) as of the date of the payment for such repurchase and after giving effect thereto, no Event of Default shall exist or have occurred after giving effect to the transactions contemplated herein and be continuingsuch declaration; (ii) such repurchase shall be paid with funds legally available therefor, (iii) such repurchase shall not violate any law or regulation or the terms of any indenture, agreement or undertaking to which any Borrower or Guarantor is a party or by which any Borrower or Guarantor or its property are bound, and (ive) the aggregate amount of all payments for such repurchases shall dividends does not exceed (i) $500,0001,000,000 per year, plus (ii) an amount equal to any cash dividends received by Borrower from Business Supplies Distributors Europe BV, plus (iii) an amount equal to any cash dividends received by Borrower from Supplies Distributors SA, plus (iv) an amount equal to any cash dividends, up to $800,000 in any year, received by Borrower from Supplies Canada.”

Dividends and Redemptions. Each Borrower and Guarantor Credit Parties shall not, and shall not permit any of their respective Subsidiaries to, directly or indirectly, declare or pay any dividends on account of any shares of class of Capital Stock of such Borrower or Guarantor (or Subsidiary) any Credit Party now or hereafter outstanding, or set aside or otherwise deposit or invest any sums for such purpose, or redeem, retire, defease, purchase or otherwise acquire any shares of any class of Capital Stock (or set aside or otherwise deposit or invest any sums for such purpose) for any consideration other than common stock or apply or set apart any sum, or make any other distribution (by reduction of capital or otherwise) in respect of any such shares or agree to do any of the foregoing, EXCEPT except in any case in the form of shares of Capital Stock consisting of common stock; provided, however, that (a) any Credit Party may pay dividends to the Parent, (b) any Subsidiary of a Borrower any Credit Party may pay dividends to such Borrower; (b) Credit Party or any other Credit Party which is a Borrower may pay dividends to wholly-owned Subsidiary of the extent permitted in Section 9.12 below; Parent, (c) any Subsidiary of Waxman Industries other than Borrowers the Parent may pay cash dividends at an annual rate of $4.00 per share on up to their respective parent corporation70,000 shares of the Series B Preferred Stock that are outstanding as of the Amendment and Restatement Date; provided that, in the case of dividends authorized by clause (c) above, no such payment shall be made if either (i) an Event of Default shall have occurred and be continuing or would result from the making of such payment or (ii) immediately before or after giving effect to any such payment, the Excess Availability shall be less than $10.0 million and (d) any Borrowerredeem or repurchase Series B Preferred Stock having an aggregate liquidation preference not exceeding $3.5 million at a redemption or purchase price not greater than 100% of the liquidation preference thereof plus accrued and unpaid dividends thereon, Guarantor or any of their respective Subsidiaries may repurchase Capital Stock consisting of common stock for cash consideration, PROVIDED, THAT, so long as immediately after giving pro forma effect to any such repurchase, each of the following conditions is satisfied: repurchase or redemption (ix) as of the date of the payment for such repurchase and after giving effect thereto, no Event of Default shall exist or have occurred and be continuing; continuing (iior would result therefrom), (y) such repurchase the Excess Availability shall be paid with funds legally available therefor, (iii) such repurchase shall not violate any law or regulation or the terms of any indenture, agreement or undertaking to which any Borrower or Guarantor is a party or by which any Borrower or Guarantor or its property are bound, no less than $20.0 million and (ivz) the aggregate amount Leverage Ratio, as of all payments the last day of the most recent period for which a Compliance Certificate was required to be delivered pursuant to Section 9.6(a), assuming such repurchases redemption or repurchase had been made on the first day of such most recent period, shall not exceed $500,000be at least 0.25 “turns” less than the Leverage Ratio was required to be as of such last day under Section 9.17 (and the Borrowers shall provide to the Administrative Agents a reasonably detailed Officers’ Certificate to such effect).

Dividends and Redemptions. Each No Borrower and Guarantor shall not, and shall not permit any of their respective Subsidiaries toshall, directly or indirectly, declare or pay any dividends on account of any shares of any class of Capital Stock of such any Borrower or Guarantor (or Subsidiary) now or hereafter outstanding, or set aside or otherwise deposit or invest any sums for such purpose, or redeem, retire, defease, purchase or otherwise acquire any shares of any class of Capital Stock (or set aside or otherwise deposit or invest any sums for such purpose) for any consideration other than common stock stock, or apply or set apart any sum, or make any other distribution (by reduction of capital or otherwise) in respect of any such shares shares, or agree to do any of the foregoing, EXCEPT (a) any Subsidiary other than by delivery of a Borrower may pay dividends subordinated note evidencing indebtedness permitted under Section 9.9(g) hereof) except that, provided no Event of Default, and no event or state of facts that would, with notice or passage of time or both, constitute an Event of Default, exists or has occurred and is continuing, or would exist or occur after giving effect to such Borrower; (b) a Borrower may pay dividends to the extent permitted in Section 9.12 below; (c) any Subsidiary of Waxman Industries other than Borrowers may pay dividends to their respective parent corporation; and (d) any Borrower, Guarantor redemption or repurchase or any payment therefor, LFI may, out of their respective Subsidiaries may repurchase Capital Stock consisting of common stock for cash consideration, PROVIDED, THAT, as to any such repurchase, each of the following conditions is satisfiedlegally available funds therefor: (i) as redeem and/or repurchase certain shares and options to purchase shares of Capital Stock of LFI owned by certain employees of LFI, pursuant to the exercise of the date of put options described in Section 9.9(g) hereof ("Management Put Repurchases"), but not to exceed the payment for such repurchase and after giving effect theretoaggregate amount which, no Event of Default shall exist or have occurred and be continuing; when added to the amounts expended as permitted under clauses (ii) such repurchase shall be paid with funds legally available therefor, and (iii) hereof in a given fiscal year of LFI, does not exceed the amount of $250,000 so expended in such fiscal year, (ii) repurchase shall fractional shares, or make payments in lieu of issuing fractional shares, of common stock of LFI upon the exercise of stock options or warrants issued to employees of LFI to the extent not violate issued in violation hereof, but not to exceed the amount of $100,000 so expended in any law or regulation or the terms one fiscal year of any indenture, agreement or undertaking to which any Borrower or Guarantor is a party or by which any Borrower or Guarantor or its property are boundLFI, and (iviii) repurchase common stock of LFI in open market transactions involving cash expenditures of not more than $100,000 in any fiscal year of LFI, where such stock is used in such fiscal year to pay directors' fees to outside directors of LFI. Any amount permitted to be paid under clauses (i), (ii) or (iii) and not so used in any fiscal year of LFI may be carried over under the aggregate amount of respective clauses to succeeding fiscal years, but in no event may the amounts carried forward from any fiscal year under all payments for such repurchases shall not clauses exceed $500,000250,000 in the aggregate, and in no event may the amounts paid under all such clauses in a given fiscal year of LFI, including any amounts carried over from prior years, exceed $500,000 in the aggregate."

Dividends and Redemptions. Each Borrower and each Guarantor shall not, and shall not permit any of their respective Subsidiaries to, directly or indirectly, declare or pay any dividends on account of any shares of class of any Capital Stock of such Borrower or such Guarantor (or Subsidiary) now or hereafter outstanding, or set aside or otherwise deposit or invest any sums for such purpose, or redeem, retire, defease, purchase or otherwise acquire any shares of any class of Capital Stock (or set aside or otherwise deposit or invest any sums for such purpose) for any consideration other than common stock or apply or set apart any sum, or make any other distribution (by reduction of capital or otherwise) in respect of any such shares or agree to do any of the foregoing, EXCEPT except that: (a) any Subsidiary of a Borrower may pay dividends to such Borrower; (b) a Borrower may pay dividends to the extent permitted in Section 9.12 below; (c) any Subsidiary of Waxman Industries other than Borrowers may pay dividends to their respective parent corporation; and (d) any Borrower, Guarantor or any Guarantor may declare and pay such dividends or redeem, retire, defease, purchase or otherwise acquire any shares of their respective Subsidiaries may repurchase any class of Capital Stock consisting for consideration in the form of shares of common stock for cash consideration, PROVIDED, THAT, (so long as to any such repurchase, each of the following conditions is satisfied: (i) as of the date of the payment for such repurchase and after giving effect thereto, thereto no Change of Control or other Default or Event of Default shall exist or occur); (b) any Subsidiary of Borrower or a Guarantor may pay dividends to Borrower; (c) so long as Borrower remains a Subchapter S Corporation under the Code for any fiscal year, Borrower may make distributions to its shareholders in the amounts of state and federal income tax payments (including estimated payments) to the extent then due and attributable to income of Borrower, determined using the highest state and federal income tax rates applicable to the shareholders of Borrower (herein "Tax Distributions"); provided, that, (i) prior to the making -------- ---- of Tax Distributions in any fiscal quarter, Borrower shall have occurred provided to Agent (A) a schedule prepared by Borrower's tax accountants detailing the calculations of estimated Tax Distributions for such fiscal quarter and be continuing(B) any such additional information as Agent may reasonably request pertaining to such Tax Distributions; (ii) Agent has provided its prior written consent to such repurchase Tax Distributions which consent shall not be paid with funds legally available therefor, unreasonably withheld or delayed so long as (A) Agent is satisfied that the amount of such Tax Distributions has been properly ascertained and (B) no Event of Default has occurred and is continuing; and (iii) such repurchase shall not violate any law or regulation or in the terms event that aggregate Tax Distributions in respect of any indenturefiscal year exceed the actual state and federal income taxes of such shareholders attributable to the income of Borrower in respect of such fiscal year, agreement or undertaking Borrower shall demand a repayment of such excess from the applicable shareholders and, to which the extent not repaid, shall offset such excess against any Borrower or Guarantor is a party or by which any Borrower or Guarantor or its property are bound, and (iv) the aggregate amount of all payments for future Tax Distributions to such repurchases shall not exceed $500,000.shareholders; 87

Dividends and Redemptions. Each Borrower and Guarantor shall not, and shall not permit any of their respective Subsidiaries to, directly or indirectly, declare or pay any dividends on account of any shares of class of Capital Stock of such Borrower or Guarantor (or Subsidiary) now or hereafter outstanding, or set aside or otherwise deposit or invest any sums for such purpose, or redeem, retire, defease, purchase or otherwise acquire any shares of any class of Capital Stock (or set aside or otherwise deposit or invest any sums for such purpose) for any consideration other than common stock or apply or set apart any sum, or make any other distribution (by reduction of capital or otherwise) in respect of any such shares or agree to do any of the foregoing, EXCEPT (a) any Subsidiary of a THAT, Borrower may pay dividends repurchase up to such Borrower; an aggregate amount of fifteen percent (b15%) a Borrower may pay dividends to of the extent permitted in Section 9.12 below; (c) any Subsidiary of Waxman Industries other than Borrowers may pay dividends to their respective parent corporation; and (d) any Borrower, Guarantor or any of their respective Subsidiaries may repurchase Capital Stock consisting outstanding shares of common stock of Parent as of the date of this Agreement for cash considerationthe purpose of acquiring shares of common stock to reissue pursuant to the exercise of employee stock options, PROVIDED, THAT, as to any such repurchase, each of the following conditions is satisfied: (ia) as of the date of the any payment for in connection with such repurchase repurchase, and after giving effect thereto, no Event of Default or act, condition or event which with notice or passage of time or both would constitute an Event of Default shall exist or have occurred and be continuing; (iib) as of the date of any payment in connection with such repurchase and after giving effect thereto, Borrower shall be paid in compliance with funds legally available thereforthe financial covenants set forth on Schedule 9.9(c) hereto based on the most recent financial statements of Borrower received by Lender in accordance with Section 9.6 hereof; and (c) as of the date of any payment in connection with such repurchase, (iiiLender shall have received a certificate duly executed by the chief financial officer of Borrower setting forth in detail the calculation supporting Borrower's compliance with the financial covenants set forth on Schedule 9.9(c) hereto, stating that there has been no event, condition or circumstance which would have a Material Adverse Effect since the date of the latest financial statements delivered to Lender pursuant to Section 9.6 hereof and stating that no Event of Default, or act, condition or event which with notice or passage of time or both would constitute an Event of Default shall exist or have occurred and be continuing and be continuing as of the date of any payment in connection with such repurchase shall not violate any law or regulation or the terms of any indenture, agreement or undertaking to which any Borrower or Guarantor is a party or by which any Borrower or Guarantor or its property are bound, and (iv) the aggregate amount of all payments for such repurchases shall not exceed $500,000after giving effect thereto.

Dividends and Redemptions. Each No Borrower and Guarantor shall not, and shall not permit any of their respective Subsidiaries toshall, directly or indirectly, declare or pay any dividends on account of any shares of any class of Capital Stock of such any Borrower or Guarantor (or Subsidiary) now or hereafter outstanding, or set aside or otherwise deposit or invest any sums for such purpose, or redeem, retire, defease, purchase or otherwise acquire any shares of any class of Capital Stock (or set aside or otherwise deposit or invest any sums for such purpose) for any consideration other than common stock stock, or apply or set apart any sum, or make any other distribution distrubution (by reduction of capital or otherwise) in respect of any such shares shares, or agree to do any of the foregoing, EXCEPT (a) any Subsidiary other than by delivery of a Borrower may pay dividends subordinated note evidencing indebtedness permitted under Section 9.9(g) hereof), except that, provided no Event of Default, and no event or state of facts that would, with notice or passage of time or both, constitute an Event of Default, exists or has occurred and is continuing, or would exist or occur after giving effect to such Borrower; (b) a Borrower may pay dividends to the extent permitted in Section 9.12 below; (c) any Subsidiary of Waxman Industries other than Borrowers may pay dividends to their respective parent corporation; and (d) any Borrower, Guarantor redemption or repurchase or any payment therefor, LFI may, out of their respective Subsidiaries may repurchase Capital Stock consisting of common stock for cash consideration, PROVIDED, THAT, as to any such repurchase, each of the following conditions is satisfiedlegally available funds therefor: (i) as redeem and/or repurchase certain shares and options to purchase shares of Capital Stock of LFI owned by certain employees of LFI, pursuant to the exercise of the date of put options described in Section 9.9(g) hereof ("Management Put Repurchases"), but not to exceed the payment for such repurchase and after giving effect theretoaggregate amount which, no Event of Default shall exist or have occurred and be continuing; when added to the amounts expended as permitted under clauses (ii) such repurchase shall be paid with funds legally available therefor, and (iii) hereof in a given fiscal year of LFI, does not exceed the amount of $350,000 so expended in such fiscal year, (ii) repurchase shall fractional shares, or make payments in lieu of issuing fractional shares, of common stock of LFI upon the exercise of stock options or warrants issued to employees of LFI to the extent not violate issued in violation hereof, but not to exceed the amount of $100,000 so expended in any law or regulation or the terms one fiscal year of any indenture, agreement or undertaking to which any Borrower or Guarantor is a party or by which any Borrower or Guarantor or its property are boundLFI, and (iviii) repurchase common stock of LFI in open market transactions involving cash expenditures of not more than $200,000 in any fiscal year of LFI, where such stock is used in such fiscal year to pay directors' fees to outside directors of LFI. Any amount permitted to be paid under clauses(i), (ii) or (iii) and not so used in any fiscal year of LFI may be carried over under the aggregate amount of respective clauses to succeeding fiscal years, but in no event may the amounts carried forward from any fiscal year under all payments for such repurchases shall not clauses exceed $500,000250,000 in the aggregate, and in no event may the amounts paid under all such clauses in a given fiscal year of LFI, including any amounts carried over from prior years, exceed $600,000 in the aggregate."

Dividends and Redemptions. Each After the occurrence and during the continuance of a Trigger Event, Borrower and Guarantor shall not, and shall not permit Parent or any of their respective Subsidiaries Restricted Subsidiary to, directly or indirectly, declare or pay any dividends on account of any shares of any class of Capital Stock of such Borrower or Guarantor (or Subsidiary) any Restricted Subsidiary now or hereafter outstanding, or set aside or otherwise deposit or invest any sums for such purpose, or redeem, retire, defease, purchase or otherwise acquire any shares of any class of Capital Stock (or set aside or otherwise deposit or invest any sums for such purpose) for any consideration other than common stock or apply or set apart any sum, or make any other distribution (by reduction of capital or otherwise) in respect of any such shares or agree to do any of the foregoing, EXCEPT except (ai) in any Subsidiary case, in the form of a Borrower may pay dividends to such Borrower; (b) a Borrower may pay dividends to the extent permitted in Section 9.12 below; (c) any Subsidiary shares of Waxman Industries other than Borrowers may pay dividends to their respective parent corporation; and (d) any Borrower, Guarantor or any of their respective Subsidiaries may repurchase Capital Stock consisting of common stock for cash considerationor preferred stock, PROVIDED(ii) in the case of Restricted Subsidiaries, THATany Restricted Subsidiary may pay dividends to Borrower, as to (iii) any such repurchase, each payment made out of the following conditions is satisfied: (i) as net cash proceeds of the date substantially concurrent sale of, or made by exchange for, Capital Stock of the payment for such repurchase and after giving effect thereto, Parent or a substantially concurrent cash capital contribution received by Parent from its shareholders; (iv) so long as no Event of Default shall exist or have has occurred and be is continuing; , the repurchase or other acquisition of shares of Capital Stock of Parent or any of its Subsidiaries from employees, former employees, directors or former directors of Parent or any of its Subsidiaries (ii) or permitted transferees of such repurchase shall be paid with funds legally available thereforemployees, (iii) such repurchase shall not violate any law former employees, directors or regulation or former directors), pursuant to the terms of any indenturethe agreements (including employment agreements) or plans (or amendments thereto) approved by the Board of Directors of Parent under which such individuals purchase or sell or are granted the option to purchase or sell, agreement or undertaking to which any Borrower or Guarantor is a party or by which any Borrower or Guarantor or its property are boundshares of such Capital Stock; provided, and (iv) however, that the aggregate amount of all payments for such repurchases and other acquisitions shall not exceed $500,0002,000,000 in any calendar year; and (v) so long as no Event of Default has occurred and is continuing or would be caused by payment, the payment of any dividend or other distribution by a wholly-owned Restricted Subsidiary to holders of its equity interests on a pro rata basis.

Dividends and Redemptions. Each The Borrower and Guarantor shall not, and nor shall not it cause or permit any of their respective its Subsidiaries to, directly or indirectly: (a) declare, declare pay, authorize or pay make any form of dividend (except for share or stock splits) or return any capital, in cash or property, to its shareholders, their successors or assigns, except (i) as expressly permitted by Section 6.1 hereof, (ii) dividends on account of any shares of class of Capital Stock of such payable to the Borrower or any Guarantor by any Subsidiary on a pro rata basis to all holders, and (or Subsidiaryiii) now or hereafter outstandingdividends declared and paid by the Borrower at its option not prohibited by provisos (A), or set aside or otherwise deposit or invest any sums for such purpose(B) and (C) below, or (b) redeem, retire, defease, purchase or otherwise acquire or retire, for any shares consideration, any of the capital stock of the Borrower or any class of Capital Stock the Subsidiaries now or hereafter outstanding (or set aside any warrants for or otherwise deposit options or invest any sums for such purpose) for any consideration other than common stock or apply or set apart any sum, or make any other distribution (by reduction of capital or otherwise) appreciation rights in respect of any such shares stock), except (i) the Borrower or agree to do any of the foregoingGuarantors may redeem, EXCEPT retire, purchase or otherwise acquire or retire its capital stock from its employees as part of reasonable employee incentive plans, (ii) Rapidforms, Inc., Xxxxxxx & Xxxxxx, Inc. and Newshire Forms, Inc. may redeem the outstanding capital stock of their current minority shareholders, and (iii) redemptions, etc. not prohibited by the provisos (A), (B) and (C) below, or (c) set aside any funds for any of the purposes set forth in clauses (a) any Subsidiary of a Borrower may pay dividends to such Borrower; and (b) a Borrower may pay hereof; provided, however, that (A) dividends to or redemptions, etc. otherwise permitted as set forth above shall not be made so long as any Default or Event of Default is then outstanding or would be outstanding after taking into effect such dividend, redemption or setting aside of funds, (B) the extent permitted total dividends paid and redemptions, etc. made in Section 9.12 below; (c) any Subsidiary of Waxman Industries other than Borrowers may pay dividends to their respective parent corporation; and (d) fiscal year shall not in any Borrowerevent exceed, Guarantor or any of their respective Subsidiaries may repurchase Capital Stock consisting of common stock for cash considerationin the aggregate, PROVIDED, THAT, as to any such repurchase, each 35% of the following conditions Borrower's Consolidated Net Income (only if positive) for the prior fiscal year, (C) no dividend may be declared or paid or redemption made if the Borrower's ratio of Consolidated Total Debt to Consolidated Net Worth is satisfied: (i) greater than .45 to 1 as of the end of the fiscal quarter immediately preceding the date of the payment for such repurchase and after giving effect thereto, no Event of Default shall exist or have occurred and be continuing; (ii) such repurchase shall be paid with funds legally available therefor, (iii) such repurchase shall not violate any law or regulation or the terms of any indenture, agreement or undertaking to which any Borrower or Guarantor is a party or by which any Borrower or Guarantor or its property are bound, and (iv) the aggregate amount of all payments for such repurchases shall not exceed $500,000dividend.

Dividends and Redemptions. Each Borrower and Guarantor shall not, and shall not permit any of their respective Subsidiaries to, directly or indirectly, declare or pay any dividends on account of any shares of class of Capital Stock of such Borrower or Guarantor (or Subsidiary) now or hereafter outstanding, or set aside or otherwise deposit or invest any sums for such purpose, or redeem, retire, defease, purchase or otherwise acquire any shares of any class of Capital Stock (or set aside or otherwise deposit or invest any sums for such purpose) for any consideration other than common stock or apply or set apart any sum, or make any other distribution (by reduction of capital or otherwise) in respect of any such shares or agree to do any Section 9.11 of the foregoing, EXCEPT Loan Agreement is hereby amended by (a) any Subsidiary deleting the period appearing at the end of subsection (d) of such Section and replacing it with a Borrower may pay dividends to such Borrower; semicolon, and (b) a Borrower may pay dividends to adding the extent permitted in Section 9.12 below; following new subsections (ce) any Subsidiary of Waxman Industries other than Borrowers may pay dividends to their respective parent corporation; and (df) any Borrower, Guarantor at the end of such Section: "(e) Parent may make distributions to WHX on or any after the Amendment No. 14 Effective Date with the proceeds of their respective Subsidiaries may repurchase Capital Stock consisting of common stock for cash considerationloans or advances made by Tranche B Term Loan Lenders permitted under Section 9.9(f) hereof, PROVIDED, THAT, as to any such repurchase, each of the following conditions is satisfied: (i) the sum of the aggregate amount of all such distributions plus the aggregate principal amount of all loans and advances made by Parent to WHX permitted under Section 9.10(l) hereof shall not at any time exceed the difference between (x) $5,689,276 minus (y) the Parcel Sale Reserve Amount, (ii) any such distribution by Parent to WHX shall be made within sixty (60) days following (x) the receipt by Parent of cash proceeds of a loan or advance made by Tranche B Term Loan Lenders to Parent pursuant to Section 9.9(f) hereof and/or (y) a reduction in the Parcel Sale Reserve Amount in accordance with the definition thereof, (iii) within thirty (30) days after the end of each fiscal month, Parent shall provide to Agent a report in form and substance satisfactory to Agent of the amount of distributions, if any, made to WHX pursuant to this Section as of the date last day of the payment for such repurchase and after giving effect theretoimmediately preceding month, no Event of Default shall exist or have occurred and be continuing; (iiiv) such repurchase distribution shall be paid with funds legally available therefor, (iii) such repurchase therefor and shall not violate any law or regulation or the terms of any indenture, agreement or undertaking to which any such Borrower or Guarantor is a party or by which any such Borrower or Guarantor or its or their property are bound, and (ivv) as of the aggregate amount date of all payments for each such repurchases distribution and after giving effect thereto, no Default or Event of Default shall not exceed $500,000.exist or have occurred and be continuing; and

Dividends and Redemptions. Each Borrower and Guarantor shall not, and shall not permit any of their respective Subsidiaries to, directly or indirectly, declare or pay any dividends on account of any shares of class of any Capital Stock of such Borrower or Guarantor (or Subsidiary) now or hereafter outstanding, or set aside or otherwise deposit or invest any sums for such purpose, or redeem, retire, defease, purchase or otherwise acquire any shares of any class of Capital Stock (or set aside or otherwise deposit or invest any sums for such purpose) for any consideration other than common stock or apply or set apart any sum, or make any other distribution (by reduction of capital or otherwise) in respect of any such shares or agree to do any of the foregoing, EXCEPT foregoing except that (a) any Subsidiary of a Borrower may pay dividends to such Borrower; (b) a any Borrower or Guarantor may pay dividends to the extent permitted in Section 9.12 below; (c) any Subsidiary of Waxman Industries other than Borrowers may pay dividends to their respective parent corporation; and (d) any Borrower, Guarantor or any of their respective Subsidiaries may repurchase Capital Stock consisting of common stock for cash considerationheld by employees pursuant to any employee stock ownership plan thereof upon the termination, PROVIDEDretirement or death of any such employee in accordance with the provisions of such plan, THATprovided, that, as to any such repurchase, each of the following conditions is satisfied: (i) as of the date of the payment for such repurchase and after giving effect thereto, no Event of Default shall exist or have occurred and be continuing; , (ii) such repurchase shall be paid with funds legally available therefor, (iii) such repurchase shall not violate any law or regulation or the terms of any indenture, agreement or undertaking to which any Borrower or Guarantor is a party or by which any Borrower or Guarantor or its property are bound, and (iv) the aggregate amount of all payments for such repurchases in any calendar year shall not exceed $500,000250,000; and (d) Huffy may, on the date hereof, pay a dividend, in respect of common stock of Huffy which had been declared but not paid as of July, 1999, provided, that, (i) such dividend shall be paid on the date hereof and (ii) the aggregate amount of all payments in respect of such dividend shall not exceed $860,000.

Dividends and Redemptions. Each Borrower and Guarantor shall not, and shall not permit any of their respective Subsidiaries to, directly or indirectly, declare or pay any dividends on account of any shares of class of Capital Stock capital stock of such Borrower or Guarantor (or Subsidiary) now or hereafter outstanding, or set aside or otherwise deposit or invest any sums for such purpose, or redeem, retire, defease, purchase or otherwise acquire any shares of any class of Capital Stock capital stock (or set aside or otherwise deposit or invest any sums for such purpose) for any consideration other than common stock or apply or set apart any sum, or make any other distribution (by reduction of capital or otherwise) in respect of any such shares or agree to do any of the foregoing; except that notwithstanding the foregoing, EXCEPT Borrower may (a) any Subsidiary declare and pay cash dividends upon its capital stock in an aggregate amount not to exceed $1,000,000 during the term of a Borrower may pay dividends to such Borrower; this Agreement and (b) a make payments in respect of redeemed shares of capital stock of departing and departed employees of Borrower may pay dividends in an aggregate amount not to exceed $100,000 during each year of the extent permitted in Section 9.12 below; (c) any Subsidiary term of Waxman Industries other than Borrowers may pay dividends to their respective parent corporation; and (d) any Borrowerthis Agreement, Guarantor or any of their respective Subsidiaries may repurchase Capital Stock consisting of common stock for cash considerationprovided that, PROVIDED, THAT, as with respect to any dividend or redemption payment, (x) Borrower delivers to Lender at least fourteen(14) days prior written notice thereof, setting forth the proposed dividend or redemption payment date ("Dividend/Redemption Payment Date") and certifying to Lender in such repurchasenotice that (in the case of any such dividend) such dividend payment shall be used by Borrowers's parent corporation solely for the purpose of enabling an Affiliate of Borrower to acquire Shelby Tissue, each Inc., a Delaware corporation (the"Shelby Acquisition") or (in the case of any such redemption) such payment shall be made to redeem the following conditions is satisfied: (i) as shares of capital stock of Borrower owned by departed or departing employees of Borrower and identifying such employees, the date number of shares redeemed and the payment for to be made to each such repurchase and after giving effect theretoemployee, (y) no Event of Default shall exist or have occurred and be continuing; continuing on the Dividend/Redemption Payment Date and (iiz) such repurchase shall be paid with funds legally available thereforBorrower's Excess Availability on the Dividend/Redemption Payment Date, (iii) such repurchase after giving effect to any proposed dividend or redemption, shall not violate any law or regulation or the terms of any indenture, agreement or undertaking to which any Borrower or Guarantor is a party or by which any Borrower or Guarantor or its property are bound, and (iv) the aggregate amount of all payments for such repurchases shall not exceed be less than $500,00010,000,000.

Dividends and Redemptions. Each Borrower and Guarantor Borrowers shall not, and shall not permit any of their respective Subsidiaries to, directly or indirectly, declare or pay any dividends on account of any shares of any class of Capital Stock capital stock of such Borrower or Guarantor (or Subsidiary) Borrowers now or hereafter outstandingoutstanding (except, directly or indirectly, to PC Mall), or set aside or otherwise deposit or invest any sums for such purpose, or redeem, retire, defease, purchase purchase, repurchase, recapitalize or otherwise acquire (except, directly or indirectly, from PC Mall) any shares of any class of Capital Stock capital stock (or set aside or otherwise deposit or invest any sums for such purpose) for any consideration other than common stock or apply or set apart any sum, or make any other distribution (by reduction of capital or otherwise) in respect of any such shares (except, directly or indirectly, to PC Mall) or agree to do any of the foregoing; provided, EXCEPT that, PC Mall may repurchase a portion of its capital stock so long as (a) any Subsidiary of a Borrower may pay dividends to such Borrower; (b) a Borrower may pay dividends to the extent permitted in Section 9.12 below; (c) any Subsidiary of Waxman Industries other than Borrowers may pay dividends to their respective parent corporation; and (d) any Borrower, Guarantor or any of their respective Subsidiaries may repurchase Capital Stock consisting of common stock for cash consideration, PROVIDED, THAT, as to any such repurchase, each of the following conditions is satisfied: (i) as of the date of the payment for such repurchase and after giving effect thereto, no Event of Default shall exist or have occurred and be continuing; (ii) such repurchase shall be paid with funds legally available therefor, (iii) such repurchase shall not violate any law or regulation or the terms of any indenture, agreement or undertaking to which any Borrower or Guarantor is a party or by which any Borrower or Guarantor or its property are bound, and (iv) the aggregate amount sum of all payments for made on account of such repurchases shall not exceed Ten Million Dollars ($500,00010,000,000) from the date hereof, (b) the Average 30 Day Excess Availability after giving effect to any such repurchase shall not be less than the Excess Availability Threshold then in effect on the date of such *** CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. repurchase, and (c) no Event of Default has occurred and is continuing or would result from any such repurchase.

Dividends and Redemptions. Each Borrower Borrowers and Guarantor Aftermarket Entities shall not, and shall not permit any of their respective Subsidiaries to, directly or indirectly, declare or pay any dividends on account of any shares of class of Capital Stock capital stock of such Borrower Borrowers or Guarantor (or Subsidiary) and Aftermarket Entities now or hereafter outstanding, or set aside or otherwise deposit or invest any sums for such purpose, or redeem, retire, defease, purchase or otherwise acquire any shares of any class of Capital Stock capital stock (or set aside or otherwise deposit or invest any sums for such purpose) for any consideration other than common stock or apply or set apart any sum, or make any other distribution (by reduction of capital or otherwise) in respect of any such shares or agree to do any of the foregoing; provided, EXCEPT however, that (aI) any Subsidiary Proliance may (i) pay up to $337,500 per year in dividends on its Series B convertible preferred stock if and to the extent that such dividends are permitted and required to be paid under the Certificate of a Borrower Incorporation of Proliance and the Agreement and Plan of Merger dated July 23, 1998 relating to the acquisition of RA provided that an Event of Default has not occurred and is not then continuing and (ii) without duplication of the other dividends permitted to be made under this Section 9.11, Proliance may pay dividends to such Borrower; (b) a Borrower may pay dividends to the extent permitted in Section 9.12 below; (c) any Subsidiary of Waxman Industries other than Borrowers may pay dividends to their respective parent corporation; its shareholders and (d) any Borrower, Guarantor or any of their respective Subsidiaries may repurchase Capital Stock consisting of common capital stock for cash considerationheld by its shareholders provided, PROVIDED, THATthat, as to any such dividend or repurchase, each of the following conditions is satisfied: (i1) the Borrowers shall maintain Excess Availability of not less than $18,000,000 for thirty (30) consecutive days prior to the date on which any such dividend or stock repurchase is made, and on the date on which such dividend or stock repurchase is made, and for thirty (30) consecutive days following the date on which such dividend or stock repurchase is made, in each case, after giving effect to making such dividend or repurchasing such stock, (2) as of the date of the payment for making of such dividend or such stock repurchase and after giving effect thereto, no Event of Default or Default shall exist or have occurred and be continuing; , (ii3) such dividend or stock repurchase shall be paid with funds legally available therefor, (iii4) such dividend or stock repurchase shall not violate any law or regulation or the terms of any indenture, agreement or undertaking to which any Borrower or Guarantor is a party or by which any Borrower or Guarantor or its property are bound, and (iv5) the aggregate amount of all payments for such dividends and repurchases in any calendar year shall not exceed $500,0003,000,000 and (II) Aftermarket Entities may issue dividends or otherwise make distributions to Parent at any time and (III) any Borrower or Guarantor may pay dividends or distributions as provided under Section 9.12.

Dividends and Redemptions. Each Borrower and Guarantor Borrowers shall not, and shall not permit any of their respective Subsidiaries to, directly or indirectly, declare or pay any dividends on account of any shares of any class of Capital Stock capital stock of such Borrower or Guarantor (or Subsidiary) now or hereafter outstanding, or set aside or otherwise deposit or invest any sums for such purpose, or redeem, retire, defease, purchase or otherwise acquire any shares of any class of Capital Stock capital stock (or set aside or otherwise deposit or invest any sums for such purpose) for any consideration other than common stock or apply or set apart any sum, or make any other distribution (by reduction of capital or otherwise) in respect of any such shares or agree to do any of the foregoing, EXCEPT except that URI may declare and pay dividends to UGI and UGI (a) any Subsidiary may redeem shares of a Borrower may pay dividends to such Borrower; its capital stock from persons who withdraw or are expelled as Members, (b) may redeem a Borrower may pay dividends to the extent permitted in Section 9.12 pro rata share of its capital stock from persons who remain Members but who close less than all of their stores as set forth below; and (c) may redeem the number of shares in excess of 4,000 held by any Subsidiary of Waxman Industries other than Borrowers may pay dividends to their respective parent corporation; and (d) any BorrowerMember, Guarantor or any of their respective Subsidiaries may repurchase Capital Stock consisting of common stock for cash consideration, PROVIDED, THAT, as to any such repurchase, provided in each of the following conditions is satisfied: (i) as of the date of the payment for such repurchase and after giving effect thereto, case that no Event of Default shall exist or have has occurred and be is then continuing; , such shares are redeemed at Book Value as provided in UGI's current bylaws, and the redemption price is paid over the maximum period allowed by such bylaws. The pro rata share of capital stock that UGI may redeem under subsection (iib) such repurchase above shall be equal to the product of the total number of shares of UGI stock held by the relevant Member multiplied by a fraction, the numerator of which is the gross sales from the store(s) being closed by that Member and the denominator of which is the gross sales from all of that Member's stores, including the stores to be closed, in each case during the full twelve (12) calendar months preceding the redemption. Notwithstanding the foregoing provisions of this Section 9.11, UGI may pay patronage dividends to its Members based upon the respective amounts of net income generated by sales to such Members, provided that no Event of Default has occurred and is then continuing, provided further that after giving effect to all such patronage dividend payments, Borrowers have no less than $10,000,000 of Excess Availability; and provided further that no patronage dividends will be paid with funds legally available therefor, (iii) such repurchase shall not violate any law in or regulation or for the terms of any indenture, agreement or undertaking to which any Borrower or Guarantor is a party or by which any Borrower or Guarantor or its property are bound, and (iv) the aggregate amount of all payments for such repurchases shall not exceed $500,000fiscal year ending September 1998.

Dividends and Redemptions. Each Borrower and Guarantor shall not, not and shall not permit any of their respective its Subsidiaries to, directly or indirectly, declare or pay any dividends on account of any shares of class of Capital Stock of such Borrower or Guarantor (or Subsidiary) any Subsidiary now or hereafter outstanding, or set aside or otherwise deposit or invest any sums for such purpose, or redeem, retire, defease, purchase or otherwise acquire any shares of any class of Capital Stock (or set aside or otherwise deposit or invest any sums for such purpose) for any consideration other than common stock or apply or set apart any sum, or make any other distribution (by reduction of capital or otherwise) in respect of any such shares or agree to do any of the foregoing, EXCEPT except, that, (a) any Subsidiary of a Borrower may pay dividends to such Borrower; , and (b) a Borrower may pay dividends to the extent permitted in Section 9.12 below; (c) any Subsidiary of Waxman Industries other than Borrowers may pay dividends to their respective parent corporation; and (d) any Borrower, Guarantor or any of their respective Subsidiaries may repurchase Capital Stock consisting of common stock for cash considerationheld by employees pursuant to any employee stock ownership plan thereof upon the termination, PROVIDEDretirement or death of any such employee in accordance with the provisions of such plan, THATprovided, that, as to any such repurchase, each of the following conditions is satisfied: (i) as of the date of the payment for such repurchase and after giving effect thereto, no Event of Default shall exist or have occurred and be continuing; , (ii) such repurchase shall be paid with funds legally available therefor, (iii) such repurchase shall not violate any law or regulation or the terms of any indenture, agreement or undertaking to which any Borrower or Guarantor any Obligor is a party or by which any Borrower or Guarantor any Obligor or its property respective properties are bound, and (iv) the aggregate amount of all payments for such repurchases in any calendar year shall not exceed $500,000250,000.

Dividends and Redemptions. Each Borrower and Guarantor shall not, and shall not permit any of their respective Subsidiaries to, directly or indirectly, declare or pay any dividends on account of any shares of class of any Capital Stock of such Borrower or Guarantor (or Subsidiary) now or hereafter outstanding, or set aside or otherwise deposit or invest any sums for such purpose, or redeem, retire, defease, purchase or otherwise acquire any shares of any class of Capital Stock (or set aside or otherwise deposit or invest any sums for such purpose) for any consideration other than common stock or apply or set apart any sum, or make any other distribution (by reduction of capital or otherwise) in respect of any such shares or agree to do any of the foregoing, EXCEPT foregoing except that (a) any Subsidiary of a Borrower may pay dividends to such Borrower; (b) a any Borrower or Guarantor may pay dividends to the extent permitted in Section 9.12 7.05 below; (c) any Subsidiary of Waxman Industries other than Borrowers may pay dividends to their respective parent corporation; and (d) any Borrower, Guarantor or any of their respective Subsidiaries may repurchase Capital Stock consisting of common stock for cash considerationheld by employees pursuant to any employee stock ownership plan thereof upon the termination, PROVIDEDretirement or death of any such employee in accordance with the provisions of such plan, THATprovided, that, as to any such repurchase, each of the following conditions is satisfied: (i) as of the date of the payment for such repurchase and after giving effect thereto, no Event of Default shall exist or have occurred and be continuing; , (ii) such repurchase shall be paid with funds legally available therefor, (iii) such repurchase shall not violate any law or regulation or the terms of any indenture, agreement or undertaking to which any Borrower or Guarantor is a party or by which any Borrower or Guarantor or its property are bound, and (iv) the aggregate amount of all payments for such repurchases in any calendar year shall not exceed $500,000250,000; and (d) Huffy may, on the date hereof, fund a dividend, in respect of common stock of Huffy which had been declared but not paid as of July, 1999, provided, that, (i) such dividend shall be funded on the date hereof and (ii) the aggregate amount of all payments in respect of such dividend shall not exceed $860,000.

Dividends and Redemptions. Each Borrower and Guarantor No Loan Party shall, nor shall not, and shall not they permit any of their respective Subsidiaries Subsidiary to, directly or indirectly, declare or pay any dividends or distributions on account of any shares of any class of Capital Stock capital stock or membership interests, as applicable, of such Borrower Loan Party or Guarantor (or Subsidiary) Subsidiary now or hereafter outstanding, or set aside or otherwise deposit or invest any sums for such purpose, or redeem, retire, defease, purchase or otherwise acquire any shares of any class of Capital Stock capital stock or membership interests, as applicable (or set aside or otherwise deposit or invest any sums for such purpose) ), for any consideration other than additional common stock or membership interests, as applicable, or apply or set apart any sum, or make any other distribution (by reduction of capital or otherwise) in respect of any such shares or agree to do any of the foregoingforegoing (the foregoing being referred to herein as “Restricted Payments”); provided, EXCEPT (a) any Subsidiary of a Borrower may pay dividends to such Borrower; (b) a Borrower may pay dividends to the extent permitted in Section 9.12 below; (c) any Subsidiary of Waxman Industries other than Borrowers may pay dividends to their respective parent corporation; and (d) any Borrowerhowever, Guarantor or any of their respective Subsidiaries may repurchase Capital Stock consisting of common stock for cash consideration, PROVIDED, THAT, as to any such repurchase, each of the following conditions is satisfied: that (i) as any Loan Party and any Subsidiary may pay Restricted Payments to any Loan Party (and, in the case of a Restricted Payment by a non-wholly owned Subsidiary, to the date Loan Party and to each other owner of the payment for Equity Interests of such repurchase and after giving effect thereto, no Event of Default shall exist or have occurred and be continuingSubsidiary based on their relative ownership interests); (ii) any Subsidiary that is not a Loan Party may pay Restricted Payments to any other Subsidiary that is not a Loan Party (and, in the case of a Restricted Payment by a non-wholly owned Subsidiary that is not a Loan Party, to any other Subsidiary that is not a Loan Party and to each other owner of Equity Interests of such repurchase shall be paid with funds legally available therefor, Subsidiary based on their relative ownership interests); (iii) such to effectuate the repurchase shall not violate any law of Equity Interests of the Borrower deemed to occur upon the noncash exercise of stock options and warrants or regulation or the terms of any indenture, agreement or undertaking to which any Borrower or Guarantor is a party or by which any Borrower or Guarantor or its property are bound, and similar equity incentive awards; (iv) the aggregate amount Borrower and any Subsidiary may (A) pay cash in lieu of all fractional shares in connection with any dividend, split or combination of its Equity Interests or any acquisition or investment permitted under Section 9(m) above and (B) honor any conversion request by a holder of convertible Indebtedness and make cash payments in lieu of fractional shares in connection with any such conversion; and (v) the Borrower or any Subsidiary may redeem in whole or in part any Equity Interests of the Borrower or any Subsidiary solely as part of an exchange for another class of Equity Interests or rights to acquire Equity Interests or with proceeds from substantially concurrent equity contributions from, or issuances of new shares of its Equity Interests (other than Disqualified Equity Interests) to, any Person other than Borrower or any of its Subsidiaries (for the avoidance of doubt, such repurchases shall exchange or redemption cannot exceed $500,000involve a cash outlay); provided that any terms and provisions material to the interests of the Lenders, when taken as a whole, contained in such other class of Equity Interests of the Borrower or any Subsidiary are no more adverse (taken as a whole) to the Lenders than those contained in the Equity Interests redeemed thereby.