Common use of Dividends, Redemptions, Etc Clause in Contracts

Dividends, Redemptions, Etc. Neither Borrower nor any of its ---------------------------- Subsidiaries shall pay any dividends or make any distributions on its Equity Securities; purchase, redeem, retire, defease or otherwise acquire for value any of its Equity Securities; return any capital to any holder of its Equity Securities as such; make any distribution of assets, Equity Securities, obligations or securities to any holder of its Equity Securities as such; or set apart any sum for any such purpose; except as follows: (i) Either Borrower or any of its Subsidiaries may pay dividends on its capital stock payable solely in such Person's own capital stock; (ii) Any Subsidiary of Borrower may pay dividends to Borrower; and (iii) Borrower may repurchase not more than 4,000,000 shares of its outstanding common stock, provided that (A) no Default has occurred and is continuing at the time of, or will arise as a result of, any such repurchase; (B) the Borrower's Funded Indebtedness/EBITDA Ratio for the four-fiscal quarter period most recently ended prior to the date of such purchase, as reflected in the most recent Compliance Certificate delivered to Agent pursuant to clause (iii) of --------------- Subparagraph 5.01(a), is less than 2.00 to 1.00; and (C) the aggregate -------------------- cost of all such repurchases after the date of this Agreement does not exceed $140,000,000; provided further, that (1) during the fiscal quarter ending June 28, 1997, the condition set forth in clause (B) ---------- above shall be deemed satisfied if Borrower's Funded Indebtedness/EBITDA for the fiscal quarter ending March 29, 1997 (calculated with EBITDA for such quarter annualized) is less than 2.00 to 1.00 and (2) Borrower may not make any repurchases under this clause (iii) until Agent receives a Compliance Certificate ------------ setting forth the calculation of Borrower's Funded Indebtedness/EBITDA Ratio for the fiscal quarter ending March 29, 1997 (calculated with EBITDA for such quarter annualized).

Dividends, Redemptions, Etc. Neither Borrower nor any of its ---------------------------- --------------------------- Subsidiaries shall pay any dividends or make any distributions on its Equity Securities; purchase, redeem, retire, defease or otherwise acquire for value any of its Equity Securities; return any capital to any holder of its Equity Securities as such; make any distribution of assets, Equity Securities, obligations or securities to any holder of its Equity Securities as such; or set apart any sum for any such purpose; except as follows: (i) Either Borrower or any of its Subsidiaries may pay dividends on its capital stock payable solely in such Person's own capital stock; (ii) Any Subsidiary of Borrower may pay dividends to Borrower; and (iii) Borrower may repurchase not more than 4,000,000 shares of its outstanding common stock, provided that (A) no Default has occurred and is continuing at the time of, or will arise as a result of, any such repurchase; (B) the Borrower's Funded Indebtedness/EBITDA Ratio for the four-fiscal quarter period most recently ended prior to the date of such purchase, as reflected in the most recent Compliance Certificate delivered to Agent pursuant to clause (iii) of --------------- Subparagraph 5.01(a), is less than 2.00 to 1.00; and (C) the aggregate -------------------- cost of all such repurchases after the date of this Agreement does not exceed $140,000,000; provided further, that (1) during the fiscal quarter ending June 28, 1997, the condition set forth in clause (B) ---------- above shall be deemed satisfied if Borrower's Funded Indebtedness/EBITDA for the fiscal quarter ending March 29, 1997 (calculated with EBITDA for such quarter annualized) is less than 2.00 to 1.00 and (2) Borrower may not make any repurchases under this clause (iii) until Agent receives a Compliance Certificate ------------ setting forth the calculation of Borrower's Funded Indebtedness/EBITDA Ratio for the fiscal quarter ending March 29, 1997 (calculated with EBITDA for such quarter annualized)45,000,000.

Dividends, Redemptions, Etc. Neither Borrower nor any of its ---------------------------- Subsidiaries No Loan Party shall pay any dividends or make any distributions on its Equity Securities; purchase, redeem, retire, defease or otherwise acquire for value any of its Equity Securities; return any capital to any holder of its Equity Securities as such; make any distribution of assets, Equity Securities, obligations or securities to any holder of its Equity Securities as such; or set apart any sum for any such purpose; except as follows: (i) Either Borrower or any of its Subsidiaries Any Loan Party may pay dividends on its capital stock payable solely in such Person's own capital stock;, provided that (A) in the case of any such dividend payable by any Loan Party to any other Loan Party, such dividend is delivered and pledged to the Administrative Agent and (B) in each case, no Default has occurred and is continuing on the date of, or will result after giving effect to, any such payment; 92 (ii) Any Subsidiary of Borrower Loan Party may pay dividends to Borrower; andor repurchase its capital stock from any other Loan Party; (iii) Borrower From and after September 30, 2001, Argosy may repurchase not more than 4,000,000 shares of its outstanding common stockcapital stock for cash, provided that that, in each case, (A) no Default has occurred and is continuing at on the time date of, or will arise as a result ofafter giving effect to, any such payment or repurchase; , (B) at the Borrower's time of the declaration of and at the time of payment of such repurchase, the Senior Funded Indebtedness/Debt to EBITDA Ratio for of the four-fiscal quarter period Loan Parties as of the most recently ended prior fiscal quarter of Argosy is no greater than 1.50 to 1.00, calculated on a pro forma basis based on the date of assumption that such purchase, as reflected in repurchases had occurred during the most recent Compliance Certificate delivered to Agent pursuant to clause (iii) of --------------- Subparagraph 5.01(a)recently ended fiscal quarter, is less than 2.00 to 1.00; and (C) the aggregate -------------------- cost amount of all such repurchases after the date of this Agreement does not exceed the lesser of (x) $140,000,00010,000,000 during any consecutive twelve (12) month period and (y) $25,000,000 during the term of this Agreement, and (D) such repurchase is permitted to be made under the terms of the Senior Subordinated Indenture and the New Subordinated Indenture; provided furtherPROVIDED, that (1) in no event shall the aggregate amount of Distributions made by the Loan Parties during any fiscal year of Argosy exceed the fiscal quarter ending June 28, 1997, Net Income of the condition set forth in clause (B) ---------- above shall be deemed satisfied if Borrower's Funded Indebtedness/EBITDA Loan Parties for the most recently ended fiscal quarter ending March 29, 1997 (calculated with EBITDA for such quarter annualized) is less than 2.00 to 1.00 and (2) Borrower may not make any repurchases under this clause (iii) until Agent receives a Compliance Certificate ------------ setting forth the calculation year of Borrower's Funded Indebtedness/EBITDA Ratio for the fiscal quarter ending March 29, 1997 (calculated with EBITDA for such quarter annualized)Argosy.

Dividends, Redemptions, Etc. Neither Borrower nor any of its ---------------------------- --------------------------- Subsidiaries shall pay any dividends or make any distributions on its Equity Securities; purchase, redeem, retire, defease or otherwise acquire for value any of its Equity Securities; return any capital to any holder of its Equity Securities as such; make any distribution of assets, Equity Securities, obligations or securities to any holder of its Equity Securities as such; or set apart any sum for any such purpose; except as follows: (i) Either Borrower or any of its Subsidiaries may pay dividends on its capital stock payable solely in such Person's own capital stock; (ii) Any Subsidiary of Borrower may pay dividends to Borrower; and (iii) Borrower may repurchase not more than 4,000,000 shares of its outstanding common stock, provided that (A) no Default has occurred and is continuing at the time of, or will arise as a result of, any such repurchase; (B) the Borrower's Funded Indebtedness/EBITDA Ratio for the four-fiscal quarter period most recently ended prior to the date of such purchase, as reflected in the most recent Compliance Certificate delivered to Agent pursuant to clause (iii) ------------ of --------------- Subparagraph 5.01(a), is less than 2.00 to 1.00; and (C) the aggregate -------------------- ----------------------- cost of all such repurchases after the date of this Agreement does not exceed $140,000,000; provided further, that (1) during the fiscal quarter ending June 28, 1997, the condition set forth in clause (B) ---------- above shall be deemed satisfied if Borrower's Funded Indebtedness/EBITDA for the fiscal quarter ending March 29, 1997 (calculated with EBITDA for such quarter annualized) is less than 2.00 to 1.00 and (2) Borrower may not make any repurchases under this clause (iii) until Agent receives a Compliance Certificate ------------ setting forth the calculation of Borrower's Funded Indebtedness/EBITDA Ratio for the fiscal quarter ending March 29, 1997 (calculated with EBITDA for such quarter annualized)45,000,000.