Common use of Dividends and Redemptions Clause in Contracts

Dividends and Redemptions. Each Borrower and each Guarantor shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, declare or pay any dividends on account of any shares of any class of Capital Stock of such Borrower, such Guarantor or such Subsidiary, as the case may be, 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 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) in any case, dividends may be made in the form of shares of Capital Stock consisting of common stock; (b) any Subsidiary of any Borrower may pay dividends to such Borrower; (c) BlueLinx may pay in kind dividends to Parent upon any issuance of Capital Stock permitted under the terms of this Agreement; (d) BlueLinx may pay dividends to Parent (i) in an amount equal to the sum of the federal, state and local income tax liability of Parent that is attributable to BlueLinx and its Subsidiaries and (ii) for general administrative expenses of Parent and/or general operating expenses incurred by Parent on behalf of Bluelinx and its Subsidiaries in an amount not to exceed $2,500,000 in any fiscal year; (e) commencing at the conclusion of BlueLinx’s fiscal year ending 2004, BlueLinx may pay dividends to Parent in an aggregate amount not to exceed the sum of (x) 50% of BlueLinx’s cumulative Net Income earned since the Original Closing Date; (y) 50% of the first $100,000,000 of capital contributions made by Parent to BlueLinx after October 26, 2004; and (z) 100% of each capital contribution made by Parent to BlueLinx after such first $100,000,000 of capital contributions; so long as: (i) BlueLinx does not pay dividends to Parent in excess of Twenty-Five Million Dollars ($25,000,000) in the aggregate in any fiscal year of BlueLinx; (ii) no Default or Event of Default exists at the time of any such dividend or would occur after giving effect thereto; (iii) both immediately before and after giving effect to any such dividend, Modified Adjusted Excess Availability is at least $70,000,000; and (iv) prior to the making of any such dividend, Administrative and Collateral Agent shall have received BlueLinx’s unaudited internally prepared financial statements for the fiscal quarter immediately preceding the date of such dividend, accompanied by a certificate of BlueLinx’s chief financial officer as to BlueLinx’s compliance with the terms of this Section 9.11(e) together with such supporting documentation therefor as Administrative and Collateral Agent may reasonably request; and (f) in addition to any dividends permitted under Section 9.11(e), BlueLinx may pay dividends to Parent to repay any capital contribution consisting of a Mortgage Proceeds Investment so long as (a) Modified Adjusted Excess Availability after giving effect to any such repayment is equal to or greater than $120,000,000; (b) both before and after giving effect to any such repayment, BlueLinx’s Fixed Charge Coverage Ratio for the immediately trailing twelve month period, on a consolidated basis, is equal to or greater than 1.1:1.0 (for purposes of this Section 9.11(f) only, Fixed Charge Coverage Ratio shall be calculated by excluding the amount of any such repayment and by adjusting the interest component of the calculation to include any interest payments which would have been made by the Borrowers had the amount of Mortgage Proceeds Investment which is being repaid never been invested in BlueLinx); (c) Administrative Borrower shall have provided Administrative and Collateral Agent with at least ten (10) Business Days prior written notice of any such repayment; (d) no Default or Event of Default shall have occurred and be continuing or would result from such repayment; and (e) prior to the making of any such repayment, Administrative and Collateral Agent shall have received BlueLinx’s unaudited internally prepared financial statements for the month immediately preceding the date of such prepayment, accompanied by a certificate of BlueLinx’s chief financial officer as to BlueLinx’s compliance with the terms of this Section 9.11(f) together with such supporting documentation therefor as Administrative and Collateral Agent may reasonably request.

Dividends and Redemptions. Each Borrower and each Guarantor shall not, and shall not permit any of its 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, such Guarantor or such Subsidiary, as the case may be, Borrower 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) in any case, dividends may be made in Borrower’s Excess Availability shall have been not less than $1,000,000 for each of the form thirty (30) days immediately preceding the payment of shares of Capital Stock consisting of common stock; such dividend; (b) any Subsidiary of any Borrower may pay dividends to such Borrower; (c) BlueLinx may pay in kind dividends to Parent upon any issuance of Capital Stock permitted under the terms of this Agreement; (d) BlueLinx may pay dividends to Parent (i) in an amount equal to the sum of the federal, state and local income tax liability of Parent that is attributable to BlueLinx and its Subsidiaries and (ii) for general administrative expenses of Parent and/or general operating expenses incurred by Parent on behalf of Bluelinx and its Subsidiaries in an amount ’s Excess Availability shall not to exceed be less than $2,500,000 in any fiscal year; (e) commencing at the conclusion of BlueLinx’s fiscal year ending 2004, BlueLinx may pay dividends to Parent in an aggregate amount not to exceed the sum of (x) 50% of BlueLinx’s cumulative Net Income earned since the Original Closing Date; (y) 50% of the first $100,000,000 of capital contributions made by Parent to BlueLinx after October 26, 2004; and (z) 100% of each capital contribution made by Parent to BlueLinx after such first $100,000,000 of capital contributions; so long as: (i) BlueLinx does not pay dividends to Parent in excess of Twenty-Five Million Dollars ($25,000,000) in the aggregate in any fiscal year of BlueLinx; (ii) no Default or Event of Default exists at the time of any such dividend or would occur after giving effect thereto; (iii) both 1,000,000 immediately before and after giving effect to any such dividend, Modified Adjusted Excess Availability is at least $70,000,000; and (iv) prior to the making of any such dividend, Administrative and Collateral Agent shall have received BlueLinx’s unaudited internally prepared financial statements for the fiscal quarter immediately preceding the date payment of such dividend, accompanied by a certificate of BlueLinx’s chief financial officer as to BlueLinx’s compliance with the terms of this Section 9.11(e) together with such supporting documentation therefor as Administrative and Collateral Agent may reasonably request; and (f) in addition to any dividends permitted under Section 9.11(e), BlueLinx may pay dividends to Parent to repay any capital contribution consisting of a Mortgage Proceeds Investment so long as (a) Modified Adjusted Excess Availability after giving effect to any such repayment is equal to or greater than $120,000,000; (b) both before and after giving effect to any such repayment, BlueLinx’s Fixed Charge Coverage Ratio for the immediately trailing twelve month period, on a consolidated basis, is equal to or greater than 1.1:1.0 (for purposes of this Section 9.11(f) only, Fixed Charge Coverage Ratio shall be calculated by excluding the amount of any such repayment and by adjusting the interest component of the calculation to include any interest payments which would have been made by the Borrowers had the amount of Mortgage Proceeds Investment which is being repaid never been invested in BlueLinx); (c) Administrative Borrower shall have provided Administrative and Collateral Agent with delivered to Lender a written certification of Borrower’s good faith (prepared on reasonable assumptions) projection of Excess Availability indicating that Excess Availability shall be at least ten $1,000,000 for each of the thirty (1030) Business Days prior written notice days immediately following the payment of any such repaymentdividend on a pro forma basis; (d) no Default or Event of Default shall have occurred exist after giving effect to the transactions contemplated herein and be continuing or would result from such repaymentdeclaration; and (e) prior the aggregate amount of all such dividends does not exceed (i) $1,000,000 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.” (k) Section 9.14 of the making of any such repayment, Administrative Loan Agreement is hereby deleted in its entirety and Collateral Agent shall have received BlueLinx’s unaudited internally prepared financial statements for the month immediately preceding the date of such prepayment, accompanied by a certificate of BlueLinx’s chief financial officer as to BlueLinx’s compliance replaced with the terms of this Section 9.11(f) together with such supporting documentation therefor as Administrative and Collateral Agent may reasonably request.following:

Dividends and Redemptions. Each Borrower and each Guarantor shall not, and shall not permit any of its Subsidiaries Subsidiary to, directly or indirectly, declare or pay any dividends on account of any shares of any class of Capital Stock of such Borrower, such Borrower or Guarantor or such Subsidiary, as the case may be, 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:, that, (a) in any case, dividends may be made in the form of shares of Capital Stock consisting of common stock; (b) any Subsidiary of any a Borrower may pay dividends to such Borrower; (b) Borrowers may pay dividends or other amounts to Huntco Nevada and Huntco Nevada may pay dividends or other amounts to Huntco, in each case to the extent permitted under Section 9.12 below; (c) BlueLinx Borrowers may pay in kind dividends to Parent upon Huntco Nevada (in addition to dividends otherwise permitted hereunder); provided, that, as to any issuance such dividend each of Capital Stock permitted the following conditions is satisfied: (i) the proceeds of any such dividend shall be promptly used by Huntco Nevada either (A) to make additional loans in cash or other immediately available funds to a Borrower under the Intercompany Loan Agreement, or (B) to make additional contributions in cash or other immediately available funds to the capital of Borrowers or (C) to make a payment to Huntco in accordance with the terms of this Agreementthe tax sharing arrangements of Huntco Nevada with Huntco as in effect on the date hereof, or (D) for the operating expenses and other proper corporate purposes of Huntco Nevada, provided, that, the aggregate amount of such proceeds used by Huntco Nevada for such expenses and corporate purposes shall not exceed $100,000 in any fiscal year, less any amounts used for such purposes pursuant to Section 9.9(e)(iii), Section 9.10(g) and Section 9.10(h) above, (ii) Lender shall have received ten (10) days prior notice of the intention to pay such dividend, (iii) such dividend is not in violation of applicable law or any other agreement to which any Borrower or Guarantor is a party or by which any Borrower or Guarantor or its properties are bound, (iv) as of the date of any such dividend 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, (v) as of the date of any such dividend and after giving effect thereto, the aggregate amount of such dividends in any fiscal year shall not exceed $5,000,000, and (vi) Huntco shall have had Pre-Tax Income of not less than $5,000,000 in the immediately preceding fiscal year (calculated based on the audited financial statements for such year); (d) BlueLinx Huntco may pay quarterly dividends to Parent in respect of the issued and outstanding shares of Capital Stock of Huntco consisting of Series A Preferred Stock in accordance with the terms of the Certificate of Incorporation of Huntco as in effect on the date hereof provided, that, (i) in an no event shall the aggregate amount equal to the sum of the federal, state and local income tax liability of Parent that is attributable to BlueLinx and its Subsidiaries all such dividends paid in any fiscal year exceed $200,000 and (ii) for general administrative expenses as of Parent and/or general operating expenses incurred by Parent on behalf the date of Bluelinx any such payment and its Subsidiaries in 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 amount not to exceed $2,500,000 in any fiscal year;Event of Default shall exist or have occurred; and (e) commencing at the conclusion of BlueLinx’s fiscal year ending 2004, BlueLinx Borrowers may pay dividends or other distributions to Parent in an aggregate amount not Huntco Nevada, the proceeds of which are used by Huntco Nevada to exceed pay a substantially contemporaneous dividend to Huntco, the sum proceeds of (x) 50% which are used by Huntco to make a substantially contemporaneous payment of BlueLinx’s cumulative Net Income earned since the Original Closing Datea dividend to its stockholders, or to repurchase or redeem any of its Capital Stock; (y) 50% provided, that, as to any such dividend or other payments each of the first $100,000,000 of capital contributions made by Parent to BlueLinx after October 26, 2004; and (z) 100% of each capital contribution made by Parent to BlueLinx after such first $100,000,000 of capital contributions; so long asfollowing conditions is satisfied: (i) BlueLinx does not Lender shall have received ten (10) days prior written notice of the intention to pay dividends to Parent in excess such dividend or repurchase or redeem such shares of Twenty-Five Million Dollars ($25,000,000) in the aggregate in any fiscal year of BlueLinx; Capital Stock, (ii) no Default such dividend or Event other payment is not in violation of Default exists at applicable law or any other agreement to which any Borrower or Guarantor is a party or by which any Borrower or Guarantor or its properties are bound, (iii) as of the time date of any such dividend or would occur redemption 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, (iiiiv) both immediately before as of the date of any such dividend or other payment, and after giving effect to any such dividendthereto, Modified Adjusted the daily average of the aggregate amount of the Excess Availability is at least of Borrowers (with Excess Availability calculated for this purpose without regard to the Maximum Credit) for the immediately preceding thirty (30) consecutive days shall have been not less than $70,000,000; 7,500,000, and (ivv) prior to as of the making date of any such dividend, Administrative and Collateral Agent shall have received BlueLinx’s unaudited internally prepared financial statements for the fiscal quarter immediately preceding the date of such dividend, accompanied by a certificate of BlueLinx’s chief financial officer as to BlueLinx’s compliance with the terms of this Section 9.11(e) together with such supporting documentation therefor as Administrative and Collateral Agent may reasonably request; and (f) in addition to any dividends permitted under Section 9.11(e), BlueLinx may pay dividends to Parent to repay any capital contribution consisting of a Mortgage Proceeds Investment so long as (a) Modified Adjusted Excess Availability after giving effect to any such repayment is equal to dividend or greater than $120,000,000; (b) both before other payment and after giving effect to any such repaymentthereto, BlueLinx’s Fixed Charge Coverage Ratio for the immediately trailing twelve month period, on a consolidated basis, is equal to or greater than 1.1:1.0 (for purposes aggregate amount of this Section 9.11(f) only, Fixed Charge Coverage Ratio the Excess Availability of Borrowers shall be calculated by excluding the amount of any such repayment and by adjusting the interest component of the calculation to include any interest payments which would have been made by the Borrowers had the amount of Mortgage Proceeds Investment which is being repaid never been invested in BlueLinx); (c) Administrative Borrower shall have provided Administrative and Collateral Agent with at least ten (10) Business Days prior written notice of any such repayment; (d) no Default or Event of Default shall have occurred and be continuing or would result from such repayment; and (e) prior to the making of any such repayment, Administrative and Collateral Agent shall have received BlueLinx’s unaudited internally prepared financial statements for the month immediately preceding the date of such prepayment, accompanied by a certificate of BlueLinx’s chief financial officer as to BlueLinx’s compliance with the terms of this Section 9.11(f) together with such supporting documentation therefor as Administrative and Collateral Agent may reasonably requestnot less than $7,500,000.

Dividends and Redemptions. Each Borrower and each Guarantor shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, : (a) declare or pay any dividends on account of any shares of any class of Capital Stock capital stock of such Borrower, such Guarantor or such Subsidiary, as the case may be, Borrower now or hereafter outstanding, or set aside or otherwise deposit or invest any sums for such purpose, or EXCEPT, THAT (i) Borrower may declare and pay cash dividends upon its capital stock in an aggregate amount not to exceed twenty-five (25%) percent of Borrower's net income for any fiscal year, as reflected on the audited financial statements for such fiscal year delivered by Borrower to Lender in accordance with Section 9.6(a) above, PROVIDED, THAT (A) no Event of Default has occurred and is continuing on the proposed dividend payment date ("DIVIDEND PAYMENT DATE") set forth in a notice of such proposed dividend to be delivered by Borrower to Lender at least ten (10) days prior to the Dividend Payment Date, (B) Borrower's Excess Availability on the Dividend Payment Date, after giving effect to such dividend, is at least $20,000,000, and (C) such cash dividend must be paid no later than thirty (30) days after Lender's receipt of such audited financial statements, and (ii) Borrower may issue stock dividends upon any shares of any class of capital stock so long as the same is in accordance with all applicable laws and provided no Event of Default has occurred; or (b) redeem, retire, defease, purchase or otherwise acquire any shares of any class of Capital Stock capital stock or retire options or warrants with respect thereto (or set aside or otherwise deposit or invest any sums for such purpose) (collectively, "REDEMPTION PAYMENTS") 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) in any case, dividends EXCEPT THAT Borrower may be made in the form of repurchase shares of Capital Stock consisting any class of common stock; (b) any Subsidiary of any Borrower may pay dividends to such Borrower; (c) BlueLinx may pay in kind dividends to Parent upon any issuance of Capital Stock permitted under the terms of this Agreement; (d) BlueLinx may pay dividends to Parent its capital stock or retire options or warrants with respect thereto if (i) in an amount equal to the sum of the federal, state and local income tax liability of Parent that is attributable to BlueLinx and its Subsidiaries and (ii) for general administrative expenses of Parent and/or general operating expenses incurred by Parent on behalf of Bluelinx and its Subsidiaries in an amount not to exceed $2,500,000 in any fiscal year; (e) commencing at the conclusion of BlueLinx’s fiscal year ending 2004, BlueLinx may pay dividends to Parent in an aggregate amount not to exceed the sum of (x) 50% of BlueLinx’s cumulative Net Income earned since the Original Closing Date; (y) 50% of the first $100,000,000 of capital contributions made by Parent to BlueLinx after October 26, 2004; and (z) 100% of each capital contribution made by Parent to BlueLinx after such first $100,000,000 of capital contributions; so long as: (i) BlueLinx does not pay dividends to Parent in excess of Twenty-Five Million Dollars ($25,000,000) in the aggregate in any fiscal year of BlueLinx; (ii) no Default or Event of Default exists at the time of any such dividend or would occur after giving effect thereto; (iii) both immediately before and after giving effect to any such dividend, Modified Adjusted Excess Availability is at least $70,000,000; and (iv) prior to the making of any such dividend, Administrative and Collateral Agent shall have received BlueLinx’s unaudited internally prepared financial statements for the fiscal quarter immediately preceding the date of such dividend, accompanied by a certificate of BlueLinx’s chief financial officer as to BlueLinx’s compliance with the terms of this Section 9.11(e) together with such supporting documentation therefor as Administrative and Collateral Agent may reasonably request; and (f) in addition to any dividends permitted under Section 9.11(e), BlueLinx may pay dividends to Parent to repay any capital contribution consisting of a Mortgage Proceeds Investment so long as (a) Modified Adjusted Excess Availability after giving effect to any such repayment is equal to or greater than $120,000,000; (b) both before and after giving effect to any such repayment, BlueLinx’s Fixed Charge Coverage Ratio for the immediately trailing twelve month period, on a consolidated basis, is equal to or greater than 1.1:1.0 (for purposes of this Section 9.11(f) only, Fixed Charge Coverage Ratio shall be calculated by excluding the amount of any such repayment and by adjusting the interest component of the calculation to include any interest payments which would have been made by the Borrowers had the amount of Mortgage Proceeds Investment which is being repaid never been invested in BlueLinx); (c) Administrative Borrower shall have provided Administrative and Collateral Agent with at least ten (10) Business Days prior written notice of any such repayment; (d) no Default or Event of Default shall have occurred and be continuing or would result from on the proposed Redemption Payment date ("REDEMPTION PAYMENT DATE") set forth in a notice of such repayment; and proposed Redemption Payment to be delivered by Borrower to Lender at least ten (e10) days prior to the making Redemption Payment Date, and (ii) Borrower's Excess Availability, after giving effect to the Redemption Payment, is at least $10,000,000 on the Redemption Payment Date, then Borrower may repurchase shares of any class of its capital stock or retire options or warrants with respect thereto as follows: (A) if Borrower's Excess Availability, after giving effect to such repaymentRedemption Payment, Administrative is equal to or greater than $10,000,000 but less than $20,000,000, then the aggregate amount of all such Redemption Payments shall not exceed $1,000,000 in the aggregate, or (B) if (1) the Borrower's Excess Availability, after giving effect to such Redemption Payment is $20,000,000 or greater and Collateral Agent shall have received BlueLinx’s unaudited internally prepared financial statements (2) Borrower's Monthly Excess Availability for the month six (6) calendar months immediately preceding the date Redemption Payment Date is greater than $20,000,000, then the aggregate amount of all such prepayment, accompanied by a certificate of BlueLinx’s chief financial officer as to BlueLinx’s compliance with Redemption Payments shall not exceed $3,000,000 in the terms aggregate. During the term of this Section 9.11(f) together with Agreement, and notwithstanding anything to the contrary contained above, the aggregate amount of all such supporting documentation therefor as Administrative and Collateral Agent may reasonably requestRedemption Payments permitted above shall in no event exceed $3,000,000 in the aggregate.

Dividends and Redemptions. Each Borrower and each Guarantor shall not, and shall not permit any of its Subsidiaries to, directly Directly or indirectly, indirectly declare or pay any dividends on account dividends, or make any distribution of cash or property, or both, to any Person in respect of any of the shares of any class of the Capital Stock of such Borrower, such Guarantor or such Subsidiary, as the case may be, now or hereafter outstandingany Loan Party, or set aside directly or otherwise deposit or invest any sums for such purpose, or indirectly redeem, retire, defease, purchase or otherwise acquire for consideration any securities or shares of any class of the Capital Stock (or set aside or otherwise deposit or invest any sums for such purpose) for any consideration 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 Loan Party; provided, that this Section 6.08 shall not be deemed to do any of the foregoing, exceptprohibit: (a) in the payment of dividends or distributions by any case, dividends may be made in Subsidiary to the form of shares of Capital Stock consisting of common stock;Borrower or any Wholly-Owned Domestic Subsidiary Guarantor; and (b) any Subsidiary distributions by the Borrower to the Parent and to its other equity holders for tax purposes in order for Parent (or its owners if Parent is a partnership or disregarded entity for federal income tax purposes) and such other equity holders to pay their federal and state income tax due solely from the taxable income of any the Company allocable to Parent (or its owners) and such other equity holders; provided, that for the period beginning on the Closing Date and ending on the thirty-six (36) month anniversary thereof, the amount of such distributions shall not exceed five percent (5%) of the Net Income of the Loan Parties (which, for the avoidance of doubt, shall not include the Net Income of the Sponsor Affiliates) for the twelve (12)-month period ending on the last day of the most recent Fiscal Quarter for which financial statements have been delivered pursuant to Section 5.04(b); provided further, that no such distributions shall be made with respect to a taxable period until the aggregate amount of losses allocable to the Parent and such other equity holders from prior periods have been fully recovered by allocations from the Borrower may pay dividends to such Borrower;of taxable income.; and (c) BlueLinx may pay in kind dividends to Parent upon any issuance of Capital Stock permitted under the terms of this Agreement; (d) BlueLinx may pay dividends to Parent (i) in an amount equal solely to the sum extent such dividend or distribution is made from the proceeds of the federalSpecified 2020 Equity Contribution, state dividends or distributions by the Borrower to the Parent, and local income tax liability of from the Parent that is attributable to BlueLinx and its Subsidiaries and (ii) for general administrative expenses of Parent and/or general operating expenses incurred by Parent on behalf of Bluelinx and its Subsidiaries the Sponsor, in an amount not to exceed $2,500,000 500,000 in any fiscal year; the aggregate so long as (e1) commencing at for each of the conclusion three (3) calendar months prior to such date, the Business Operations are cash flow positive as determined by the Agent in Agent’s Discretion, (2) all deferred rent liabilities have been paid to the applicable landlord(s), (3) both before and after giving pro forma effect to the making of BlueLinx’s fiscal year ending 2004such dividend or distribution, BlueLinx may pay dividends to Parent in an aggregate amount not to exceed the sum of (x) 50% the Senior Leverage Ratio for the twelve (12) month period ending on the last day of BlueLinx’s cumulative Net Income earned since the Original Closing Date; most recently ended Fiscal Quarter for which financial statements have been delivered pursuant to Section 5.04(b) is less than 1.75:1.00, (y) 50% of the first $100,000,000 of capital contributions made by Parent to BlueLinx after October 26, 2004; Borrower is in compliance with Section 6.18 and (z) 100% of each capital contribution made by Parent to BlueLinx after such first $100,000,000 of capital contributions; so long as: (i) BlueLinx does not pay dividends to Parent in excess of Twenty-Five Million Dollars ($25,000,000) in the aggregate in any fiscal year of BlueLinx; (ii) no Default or Event of Default exists at has occurred and is continuing, (4) the time Borrower has delivered a certificate to the LEGAL02/39661241v2LEGAL02/39709302v6 Agent, duly executed by the Borrower’s Chief Executive Officer, evidencing satisfaction of any the conditions set forth in the foregoing clauses (1) – (3) (such dividend or would occur after giving effect thereto; (iiicertificate to include such calculations and other information related thereto and shall be in form and substance satisfactory to the Agent in Agent’s Discretion) both immediately before and after giving effect to any such dividend, Modified Adjusted Excess Availability is at least $70,000,000; and (iv5) prior to the making of any such dividend, Administrative and Collateral Agent shall have received BlueLinx’s unaudited internally prepared financial statements for the fiscal quarter immediately preceding period beginning on the Second Amendment Effective Date until the date of such dividenddividend or distribution, accompanied by a certificate exclusive of BlueLinx’s chief financial officer as to BlueLinx’s compliance with the terms of any mandatory prepayments or repayments otherwise required under this Section 9.11(e) together with such supporting documentation therefor as Administrative and Collateral Agent may reasonably request; and (f) in addition to any dividends permitted Agreement, including under Section 9.11(e2.01(b), BlueLinx may pay dividends to Parent to repay any capital contribution consisting of a Mortgage Proceeds Investment so long as (a) Modified Adjusted Excess Availability after giving effect to any such repayment is the Borrower has repaid the Term Loans in an amount equal to or greater than $120,000,000; (b) both before and after giving effect to any such repayment, BlueLinx’s Fixed Charge Coverage Ratio for the immediately trailing twelve month period, on a consolidated basis, is equal to or greater than 1.1:1.0 (for purposes of this Section 9.11(f) only, Fixed Charge Coverage Ratio shall be calculated by excluding the amount of any such repayment and by adjusting the interest component of the calculation to include any interest payments which would have been made by the Borrowers had the amount of Mortgage Proceeds Investment which is being repaid never been invested in BlueLinx); (c) Administrative Borrower shall have provided Administrative and Collateral Agent with at least ten (10) Business Days prior written notice of any such repayment; (d) no Default or Event of Default shall have occurred and be continuing or would result from such repayment; and (e) prior to the making of any such repayment, Administrative and Collateral Agent shall have received BlueLinx’s unaudited internally prepared financial statements for the month immediately preceding the date of such prepayment, accompanied by a certificate of BlueLinx’s chief financial officer as to BlueLinx’s compliance with the terms of this Section 9.11(f) together with such supporting documentation therefor as Administrative and Collateral Agent may reasonably request2,350,000.

Dividends and Redemptions. Each Borrower and each Guarantor shall not, and shall not permit any of its 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, such Guarantor or such Subsidiary, as the case may be, Borrower 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, exceptexcept that, unless an Event of Default has occurred and is continuing: (a) in any case, dividends may be made in the form of shares of Capital Stock consisting of common stock; (b) any Subsidiary of any Borrower may pay dividends make payments to such Borrower; (c) BlueLinx may pay in kind dividends to Parent upon any issuance of Capital Stock permitted under the terms of this Agreement; (d) BlueLinx may pay dividends to Parent (i) in an amount equal to the sum of the federal, state and local income tax liability of Parent that is attributable to BlueLinx and its Subsidiaries and (ii) for general administrative expenses of Parent and/or general operating expenses incurred by Parent on behalf of Bluelinx and its Subsidiaries DAC in an amount not to exceed Two Hundred Fifty Thousand Dollars ($2,500,000 250,000), aggregate of any such payments made by IPD, in any fiscal year, provided that (i) Aggregate Excess Availability for the immediately preceding thirty (30) day period has averaged at least Three Million Dollars ($3,000,000) and (ii) after giving effect to such payment there is at least Three Million Dollars ($3,000,000) in Aggregate Excess Availability; (b) Borrower may make payments to DAC for the purpose of allowing DAC to pay legal fees, accounting fees and other such expenses in an amount not to exceed Two Hundred Fifty Thousand Dollars ($250,000), aggregate of any such payments made by IPD, in any fiscal year, provided that (i) Aggregate Excess Availability for the immediately preceding thirty (30) day period has averaged at least Three Million Dollars ($3,000,000) and (ii) after giving effect to such payment there is at least Three Million Dollars ($3,000,000) in Aggregate Excess Availability; (c) Borrower may make payments to DAC for the allocable tax liability attributable to Borrower and owed by DAC, in an amount reasonably satisfactory to Lender; (d) Borrower may make payments to DAC for the purpose of allowing DAC to pay dividends on its preferred stock issued to Source on the date hereof so long as the amount of such dividends does not exceed One Hundred Eighty Thousand Dollars ($180,000) in any fiscal year, aggregate of any such payments made by IPD in any fiscal year; (e) commencing at the conclusion in lieu of BlueLinx’s fiscal year ending 2004making any transfer permitted by Section 9.10(e) or 9.10(h), BlueLinx Borrower may pay to DAC dividends to Parent in an aggregate amount not to exceed the sum of (x) 50% of BlueLinx’s cumulative Net Income earned since the Original Closing Date; (y) 50% amounts of the first $100,000,000 transfers so permitted, provided that all of capital contributions made by Parent the conditions of Section 9.10(e) are satisfied in respect to BlueLinx after October 26, 2004; and (z) 100% of each capital contribution made by Parent to BlueLinx after such first $100,000,000 of capital contributions; so long as: (i) BlueLinx does not pay dividends to Parent in excess of Twenty-Five Million Dollars ($25,000,000) in the aggregate in any fiscal year of BlueLinx; (ii) no Default or Event of Default exists at the time of any such dividend or would occur after giving effect thereto; (iii) both immediately before and after giving effect to any such dividend, Modified Adjusted Excess Availability is at least $70,000,000; and (iv) prior to the making of any such dividend, Administrative and Collateral Agent shall have received BlueLinx’s unaudited internally prepared financial statements for the fiscal quarter immediately preceding the date of such dividend, accompanied by a certificate of BlueLinx’s chief financial officer as to BlueLinx’s compliance with the terms of this Section 9.11(e) together with such supporting documentation therefor as Administrative and Collateral Agent may reasonably requestpayment; and (f) in addition to any upon the full and indefeasible payment of the Term Loan, Borrower may make dividends permitted under Section 9.11(e), BlueLinx may pay dividends to Parent to repay any capital contribution consisting of a Mortgage Proceeds Investment or payments so long as (a) Modified Adjusted Excess Availability after giving effect to any such repayment is equal to or greater than $120,000,000; (bi) both before immediately prior to and after giving effect to any such repaymentdividends or payments, BlueLinx’s Fixed Charge Coverage Ratio for the immediately trailing twelve month period, on a consolidated basis, there is equal to or greater than 1.1:1.0 (for purposes of this Section 9.11(f) only, Fixed Charge Coverage Ratio shall be calculated by excluding the amount of any such repayment and by adjusting the interest component of the calculation to include any interest payments which would have been made by the Borrowers had the amount of Mortgage Proceeds Investment which is being repaid never been invested in BlueLinx); (c) Administrative Borrower shall have provided Administrative and Collateral Agent with at least ten Three Million Dollars (10$3,000,000) Business Days prior written notice of any such repayment; (d) no Default or Event of Default shall have occurred and be continuing or would result from such repayment; in Aggregate Excess Availability and (eii) prior to the making such dividends and payments do not exceed fifty percent (50%) of any such repayment, Administrative and Collateral Agent shall have received BlueLinx’s unaudited internally prepared Borrower's Net Income as set forth in its most recent audited financial statements for the month immediately preceding the date of such prepayment, accompanied by a certificate of BlueLinx’s chief financial officer as to BlueLinx’s compliance with the terms of this Section 9.11(f) together with such supporting documentation therefor as Administrative and Collateral Agent may reasonably requeststatement.

Dividends and Redemptions. Each Borrower and each Guarantor shall not, and shall not permit any of its 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, such Guarantor or such Subsidiary, as the case may be, Borrower 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, exceptexcept that, unless an Event of Default has occurred and is continuing: (a) in any case, dividends may be made in the form of shares of Capital Stock consisting of common stock; (b) any Subsidiary of any Borrower may pay dividends make payments to such Borrower; (c) BlueLinx may pay in kind dividends to Parent upon any issuance of Capital Stock permitted under the terms of this Agreement; (d) BlueLinx may pay dividends to Parent (i) in an amount equal to the sum of the federal, state and local income tax liability of Parent that is attributable to BlueLinx and its Subsidiaries and (ii) for general administrative expenses of Parent and/or general operating expenses incurred by Parent on behalf of Bluelinx and its Subsidiaries DAC in an amount not to exceed Two Hundred Fifty Thousand Dollars ($2,500,000 250,000), aggregate of any such payments made by DEY, in any fiscal year, provided that (i) Aggregate Excess Availabixxxy for the immediately preceding thirty (30) day period has averaged at least Three Million Dollars ($3,000,000) and (ii) after giving effect to such payment there is at least Three Million Dollars ($3,000,000) in Aggregate Excess Availability; (b) Borrower may make payments to DAC for the purpose of allowing DAC to pay legal fees, accounting fees and other such expenses in an amount not to exceed Two Hundred Fifty Thousand Dollars ($250,000), aggregate of any such payments made by DEY, in any fiscal year, provided that (i) Aggregate Excess Availabixxxy for the immediately preceding thirty (30) day period has averaged at least Three Million Dollars ($3,000,000) and (ii) after giving effect to such payment there is at least Three Million Dollars ($3,000,000) in Aggregate Excess Availability; (c) Borrower may make payments to DAC for the allocable tax liability attributable to Borrower and owed by DAC, in an amount reasonably satisfactory to Lender; (d) Borrower may make payments to DAC for the purpose of allowing DAC to pay dividends on its preferred stock issued to Source on the date hereof so long as the amount of such dividends does not exceed One Hundred Eighty Thousand Dollars ($180,000) in any fiscal year, aggregate of any such payments made by DEY in any fiscal year; (e) commencing at the conclusion in lieu of BlueLinx’s fiscal year ending 2004making any transfex xermitted by Section 9.10(e) or 9.10(h), BlueLinx Borrower may pay to DAC dividends to Parent in an aggregate amount not to exceed the sum of (x) 50% of BlueLinx’s cumulative Net Income earned since the Original Closing Date; (y) 50% amounts of the first $100,000,000 transfers so permitted, provided that all of capital contributions made by Parent the conditions of Section 9.10(e) are satisfied in respect to BlueLinx after October 26, 2004; and (z) 100% of each capital contribution made by Parent to BlueLinx after such first $100,000,000 of capital contributions; so long as: (i) BlueLinx does not pay dividends to Parent in excess of Twenty-Five Million Dollars ($25,000,000) in the aggregate in any fiscal year of BlueLinx; (ii) no Default or Event of Default exists at the time of any such dividend or would occur after giving effect thereto; (iii) both immediately before and after giving effect to any such dividend, Modified Adjusted Excess Availability is at least $70,000,000; and (iv) prior to the making of any such dividend, Administrative and Collateral Agent shall have received BlueLinx’s unaudited internally prepared financial statements for the fiscal quarter immediately preceding the date of such dividend, accompanied by a certificate of BlueLinx’s chief financial officer as to BlueLinx’s compliance with the terms of this Section 9.11(e) together with such supporting documentation therefor as Administrative and Collateral Agent may reasonably requestpayment; and (f) in addition to any upon the full and indefeasible payment of the Term Loan, Borrower may make dividends permitted under Section 9.11(e), BlueLinx may pay dividends to Parent to repay any capital contribution consisting of a Mortgage Proceeds Investment or payments so long as (a) Modified Adjusted Excess Availability after giving effect to any such repayment is equal to or greater than $120,000,000; (bi) both before immediately prior to and after giving effect to any such repaymentdividends or payments, BlueLinx’s Fixed Charge Coverage Ratio for the immediately trailing twelve month period, on a consolidated basis, there is equal to or greater than 1.1:1.0 (for purposes of this Section 9.11(f) only, Fixed Charge Coverage Ratio shall be calculated by excluding the amount of any such repayment and by adjusting the interest component of the calculation to include any interest payments which would have been made by the Borrowers had the amount of Mortgage Proceeds Investment which is being repaid never been invested in BlueLinx); (c) Administrative Borrower shall have provided Administrative and Collateral Agent with at least ten Three Million Dollars (10$3,000,000) Business Days prior written notice of any such repayment; (d) no Default or Event of Default shall have occurred and be continuing or would result from such repayment; in Aggregate Excess Availability and (eii) prior to the making such dividends and payments do not exceed fifty percent (50%) of any such repayment, Administrative and Collateral Agent shall have received BlueLinx’s unaudited internally prepared Borrower's Net Income as set forth in its most recent audited financial statements for the month immediately preceding the date of such prepayment, accompanied by a certificate of BlueLinx’s chief financial officer as to BlueLinx’s compliance with the terms of this Section 9.11(f) together with such supporting documentation therefor as Administrative and Collateral Agent may reasonably requeststatement.

Dividends and Redemptions. Each (a) The Borrower and each Guarantor shall not, and nor shall not it cause or permit any of its Subsidiaries to, directly or indirectly: (i) declare, declare pay, authorize or pay make any form of dividend (except for stock dividends on account or stock splits) or return any 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 a Subsidiary of any shares Borrower of any class the stock of Capital Stock a Subsidiary of the Person making the dividends, so long as the Borrower complies with Section 2.11(b) hereof in conjunction with such transaction, (D) in each fiscal year of Borrower, cash dividends declared and paid by the Borrower or any Subsidiary of the Borrower which, when aggregated with all other dividends paid in such Guarantor or year under this clause (D) and all redemptions, etc. made in such Subsidiary, as the case may be, now or hereafter outstanding, or 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 or apply or set apart any sum, or make any other distribution (by reduction of capital or otherwise) stock 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) in any caseRapidforms, dividends Inc., Xxxxxxx & Xxxxxx, Inc. and Newshire Forms, Inc. may be made in redeem the form outstanding capital stock of shares of Capital Stock consisting of common stock; their minority shareholders and/or option holders, (bC) any Subsidiary of any the Borrower may pay redeem, retire, purchase or otherwise acquire or retire its capital stock for an aggregate consideration, when aggregated with dividends to such Borrower; made under clause (ci)(E) BlueLinx may pay in kind dividends to Parent upon any issuance of Capital Stock permitted under the terms of this Agreement; (d) BlueLinx may pay dividends to Parent (i) in an amount equal to the sum of the federalabove, state and local income tax liability of Parent that is attributable to BlueLinx and its Subsidiaries and (ii) for general administrative expenses of Parent and/or general operating expenses incurred by Parent on behalf of Bluelinx and its Subsidiaries in an amount not to exceed $2,500,000 100% 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 the Borrower 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 clause (iii) below) by the Borrower and its Subsidiaries, do not exceed 35% of the Borrower's Consolidated Net Income (only if positive) for the prior fiscal year or (iii) set aside any fiscal yearfunds for any of the purposes set forth in clauses (a)(i) or (ii) hereof; (eb) commencing at Notwithstanding the conclusion provisions of BlueLinx’s fiscal year ending 2004paragraph (a) above, BlueLinx may pay dividends to Parent in an aggregate amount not to exceed the sum of (x) 50% of BlueLinx’s cumulative Net Income earned since the Original Closing Date; (y) 50% of the first $100,000,000 of capital contributions made by Parent to BlueLinx after October 26, 2004; and (z) 100% of each capital contribution made by Parent to BlueLinx after such first $100,000,000 of capital contributions; so long as: (i) BlueLinx does dividends or redemptions, etc. otherwise permitted as set forth above shall not pay dividends to Parent in excess of Twenty-Five Million Dollars ($25,000,000) in the aggregate in be made so long as any fiscal year of BlueLinx; (ii) no Default or Event of Default exists at the time of any such dividend is then outstanding or would occur be outstanding after giving taking into effect thereto; (iii) both immediately before and after giving effect to any such dividend, Modified Adjusted Excess Availability is at least $70,000,000; redemption or setting aside of funds, and (ivii) prior no dividend may be declared or paid or redemption made if the Borrower's ratio of Consolidated Funded Debt to Consolidated Net Worth is greater than .40 to 1 as of the making end of any such dividend, Administrative and Collateral Agent shall have received BlueLinx’s unaudited internally prepared financial statements for the fiscal quarter immediately preceding the date of such dividend, accompanied by a certificate of BlueLinx’s chief financial officer as to BlueLinx’s compliance with the terms of this Section 9.11(e) together with such supporting documentation therefor as Administrative and Collateral Agent may reasonably request; and (f) in addition to any dividends permitted under Section 9.11(e), BlueLinx may pay dividends to Parent to repay any capital contribution consisting of a Mortgage Proceeds Investment so long as (a) Modified Adjusted Excess Availability after giving effect to any such repayment is equal to or greater than $120,000,000; (b) both before and after giving effect to any such repayment, BlueLinx’s Fixed Charge Coverage Ratio for the immediately trailing twelve month period, on a consolidated basis, is equal to or greater than 1.1:1.0 (for purposes of this Section 9.11(f) only, Fixed Charge Coverage Ratio shall be calculated by excluding the amount payment of any such repayment and by adjusting the interest component of the calculation to include any interest payments which would have been made by the Borrowers had the amount of Mortgage Proceeds Investment which is being repaid never been invested in BlueLinx); (c) Administrative Borrower shall have provided Administrative and Collateral Agent with at least ten (10) Business Days prior written notice of any such repayment; (d) no Default dividend or Event of Default shall have occurred and be continuing or would result from such repayment; and (e) prior to the making of any such repayment, Administrative and Collateral Agent shall have received BlueLinx’s unaudited internally prepared financial statements for the month immediately preceding the date of such prepayment, accompanied by a certificate of BlueLinx’s chief financial officer as to BlueLinx’s compliance with the terms of this Section 9.11(f) together with such supporting documentation therefor as Administrative and Collateral Agent may reasonably requestredemption.

Dividends and Redemptions. Each Borrower and each Guarantor shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, declare or pay any dividends on account of any shares of any class of Capital Stock of such Borrower, such Guarantor or such Subsidiary, as the case may be, Borrower 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:, that (a) in any case, dividends Borrower may be made in the form of repurchase shares of Capital Stock consisting of common stock; Borrower from any former employee of Borrower (bor in connection with any severance arrangement with any employee) any Subsidiary of any Borrower may pay dividends to the extent such Borrower; (c) BlueLinx may pay in kind dividends to Parent upon any issuance of Capital Stock permitted under was obtained by such employee pursuant to the terms exercise of this Agreement; (d) BlueLinx may pay dividends to Parent a stock option or any other employee stock purchase arrangement granted in the ordinary course of the business of Borrower; provided, that, (i) in an amount equal to the sum of the federal, state and local income tax liability of Parent that is attributable to BlueLinx and its Subsidiaries and (ii) for general administrative expenses of Parent and/or general operating expenses incurred by Parent on behalf of Bluelinx and its Subsidiaries in an amount not to exceed $2,500,000 in any fiscal year; (e) commencing at the conclusion of BlueLinx’s fiscal year ending 2004, BlueLinx may pay dividends to Parent in an aggregate amount not to exceed the sum of (x) 50% of BlueLinx’s cumulative Net Income earned since the Original Closing Date; (y) 50% of the first $100,000,000 of capital contributions made by Parent to BlueLinx after October 26, 2004; and (z) 100% of each capital contribution made by Parent to BlueLinx after such first $100,000,000 of capital contributions; so long as: (i) BlueLinx does not pay dividends to Parent in excess of Twenty-Five Million Dollars ($25,000,000) in the aggregate in any fiscal year of BlueLinx; (ii) no Default or Event of Default exists shall exist or have occurred at the time of any such dividend or would occur after giving effect thereto; (iii) both immediately before and after giving effect to any such dividendpayments, Modified Adjusted (ii) the aggregate amount paid by Borrower (including any amount forgiven by Borrower with respect to any loan or advance made to any such employees under clause (e) of Section 9.10) to all such former employees of Borrower shall not in any twelve (12) month period exceed $25,000,000 less the amount of any payments which are made in such period under Section 9.11(c) below and which are not funded from a Qualified Public Offering, (iii) as of the date of any such payments, the daily average of the Excess Availability is at least for the immediately preceding thirty (30) consecutive day period shall be not less than $70,000,000; 7,500,000, and after giving effect to such payments, Excess Availability shall be not less than $5,000,000, and (iv) prior there shall be no limitation on the right of Borrower to the making make such purchases using net cash proceeds of any such dividend, Administrative and Collateral Agent shall have received BlueLinx’s unaudited internally prepared financial statements for the fiscal quarter immediately preceding the date of such dividend, accompanied by a certificate of BlueLinx’s chief financial officer as to BlueLinx’s compliance with the terms of this Section 9.11(e) together with such supporting documentation therefor as Administrative and Collateral Agent may reasonably requestQualified Public Offering; and (fb) in addition to any dividends permitted under Section 9.11(e), BlueLinx Borrower may declare and pay dividends to Parent to repay any capital contribution consisting in respect of a Mortgage Proceeds Investment so long as the Capital Stock of Borrower constituting common stock, provided, that, each of the following conditions is satisfied: (ai) Modified Adjusted Excess Availability no Default or Event of Default shall exist or have occurred at the time of or after giving effect to any such repayment is equal to or greater than $120,000,000; dividends, (bii) both before and any dividends shall be out of funds legally available therefor, (iii) immediately after giving effect to any such repaymentdividends, BlueLinx’s Fixed Charge Coverage Ratio the aggregate amount of all such dividends paid in any fiscal year of Borrower shall not exceed the amount equal to fifty (50%) percent of the positive Adjusted Cash Flow of Borrower in the immediately preceding fiscal year calculated based on the annual audited financial statements for such fiscal year delivered to Administrative Agent in accordance with Section 9.6(a) hereof, (iv) as of the date of any such payments, the daily average of the Excess Availability for the immediately trailing twelve month period, on a consolidated basis, is equal to or greater than 1.1:1.0 preceding thirty (for purposes of this Section 9.11(f30) only, Fixed Charge Coverage Ratio consecutive day period shall be calculated by excluding the amount of any not less than $7,500,000, and after giving effect to such repayment payments, Excess Availability shall be not less than $5,000,000, and by adjusting the interest component of the calculation to include any interest payments which would have been made by the Borrowers had the amount of Mortgage Proceeds Investment which is being repaid never been invested in BlueLinx); (cv) Administrative Borrower Agent shall have provided Administrative and Collateral Agent with at least received not less than ten (10) Business Days prior written notice of the intention of Borrower to pay such dividends specifying the amount of such dividends which Borrower intends to pay; and (c) Borrower may declare and pay any such repayment; accrued and unpaid dividends, or redeem or retire any shares of Capital Stock of Borrower (din addition to any dividends permitted under Section 9.11(b) above), provided, that, each of the following conditions is satisfied: (i) no Default or Event of Default shall exist or have occurred at the time of or after giving effect to any such payments, (ii) any such payments shall be out of funds legally available therefor, (iii) all such payments shall either (A) be made solely with the net cash proceeds received by Borrower from a Qualified Public Offering or (B) be limited to an amount in any twelve (12) month period of $25,000,000 less any amounts paid during such period under Section 9.11(a) above, provided that, as of the date of any payment under this Section 9.11(c)(iii)(B), the daily average of the Excess Availability for the immediately preceding thirty (30) consecutive day period shall be not less than $7,500,000, and after giving effect to such payments, Excess Availability shall be continuing or would result from such repayment; not less than $5,000,000, and (eiv) prior to the making of any such repayment, Administrative and Collateral Agent shall have received BlueLinx’s unaudited internally prepared financial statements for not less than five (5) Business Days prior written notice of the month immediately preceding intention of Borrower to make such payments specifying the date amount of such prepaymentpayments which Borrower intends to make. (d) In connection with any stockholder rights agreement or rights plan adopted by Borrower’s Board of Directors (commonly referred to as a “poison pill”) Borrower may declare and pay a dividend in respect of the Capital Stock of Borrower, accompanied by consisting, with respect to each share of such Capital Stock, solely of the right to purchase a certificate specified fraction of BlueLinx’s chief financial officer a share of a newly created junior preferred stock, such specified fraction of a share of preferred stock to have equivalent voting and dividend rights as to BlueLinx’s compliance with the terms one whole share of this Section 9.11(f) together with such supporting documentation therefor as Administrative and Collateral Agent may reasonably requestcommon stock.