Common use of Dividends, Stock Purchases Clause in Contracts

Dividends, Stock Purchases. The Company will not, except as hereinafter provided: (a) Declare or pay any dividends, either in cash or Property, on any shares of its capital stock of any class (except dividends or other distributions payable solely in shares of capital stock of the Company, including the portion of dividends reinvested in shares of the Company’s common capital stock under the Company’s Optional Dividend Reinvestment Plan); or (b) Directly or indirectly, purchase, redeem or retire any shares of its capital stock of any class or any warrants, rights or options to purchase or acquire any shares of its capital stock (other than in exchange for or out of the net proceeds to the Company from the substantially concurrent issue or sale of other shares of capital stock of the Company or warrants, rights or options to purchase or acquire any shares of its capital stock); or (c) Make any other payment or distribution, either directly or indirectly, in respect of its capital stock; or (d) Make any payment, distribution, conveyance or transfer of any Property to any subsidiary or affiliate; (such declarations or payments of dividends, purchases, redemptions or retirements of capital stock and warrants, rights or options, and all such other distributions, conveyances and transfers being herein collectively called “Restricted Payments”), if after giving effect thereto the aggregate amount of Restricted Payments made during the period from and after December 31, 1982 to and including the date of the making of the Restricted Payment in question, would exceed the sum of (1) $1,500,000 plus (2) earned surplus of the Company, on a non-consolidated basis, accumulated after December 31, 1982, determined without any deduction on account of such Restricted Payments, provided, however, that notwithstanding the foregoing, in no event shall the Company make any distribution, conveyance or transfer to any subsidiary or affiliate of any Property constituting the Plant Account. The Company will not declare any dividend which constitutes a Restricted Payment payable more than 60 days after the date of declaration thereof. For the purposes of this Section 7.11, the amount of any Restricted Payment declared, paid or distributed in Property of the Company shall be deemed to be the greater of the book value or fair market value (as determined in good faith by the Board of Directors of the Company) of such Property at the time of the making of the Restricted Payment in question.

Dividends, Stock Purchases. The Company will not, except as hereinafter provided: (a) Declare or pay any dividends, either in cash or Property, on any shares of its capital stock of any class (except dividends or other distributions payable solely in shares of capital stock of the Company, including the portion of dividends reinvested in shares of the Company’s 's common capital stock under the Company’s 's Optional Dividend Reinvestment Plan); or (b) Directly or indirectly, purchase, redeem or retire any shares of its capital stock of any class or any warrants, rights or options to purchase or acquire any shares of its capital stock (other than in exchange for or out of the net proceeds to the Company from the substantially concurrent issue or sale of other shares of capital stock of the Company or warrants, rights or options to purchase or acquire any shares of its capital stock); or (c) Make any other payment or distribution, either directly or indirectly, in respect of its capital stock; or (d) Make any payment, distribution, conveyance or transfer of any Property to any subsidiary or affiliate; (such declarations or payments of dividends, purchases, redemptions or retirements of capital stock and warrants, rights or options, and all such other distributions, conveyances and transfers being herein collectively called “"Restricted Payments”"), if after giving effect thereto the aggregate amount of Restricted Payments made during the period from and after December 31, 1982 to and including the date of the making of the Restricted Payment in question, would exceed the sum of (1) $1,500,000 plus (2) earned surplus of the Company, on a non-consolidated basis, accumulated after December 31, 1982, determined without any deduction on account of such Restricted Payments, provided, however, that notwithstanding the foregoing, in no event shall the Company make any distribution, conveyance or transfer to any subsidiary or affiliate of any Property constituting the Plant Account. The Company will not declare any dividend which constitutes a Restricted Payment payable more than 60 days after the date of declaration thereof. For the purposes of this Section 7.11, the amount of any Restricted Payment declared, paid or distributed in Property of the Company shall be deemed to be the greater of the book value or fair market value (as determined in good faith by the Board of Directors of the Company) of such Property at the time of the making of the Restricted Payment in question.

Dividends, Stock Purchases. The Company will not, except as hereinafter provided: (a) Declare or pay any dividends, either in cash or Propertyproperty, on any shares of its capital stock of any class (except dividends or other distributions payable solely in shares of capital stock of the Company, including the portion of dividends reinvested in shares of the Company’s common capital stock under the Company’s Optional Dividend Reinvestment Plan); or (b) Directly or indirectly, purchase, redeem or retire any shares of its capital stock of any class or any warrants, rights or options to purchase or acquire any shares of its capital stock (other than in exchange for or out of the net proceeds to the Company from the substantially concurrent issue or sale of other shares of capital stock of the Company or warrants, rights or options to purchase or acquire any shares of its capital stock); or (c) Make any other payment or distribution, either directly or indirectly, in respect of its capital stock; or (d) Make any payment, distribution, conveyance or transfer of any Property property to any subsidiary or affiliateSubsidiary; (such declarations or payments of dividends, purchases, redemptions or retirements of capital stock and warrants, rights or options, and all such other distributions, conveyances and transfers being herein collectively called “Restricted Payments”), if after giving effect thereto the aggregate amount of Restricted Payments made during the period from and after December 31, 1982 to and including the date of the making of the Restricted Payment in question, would exceed the sum of (1) $1,500,000 plus (2) earned surplus of the Company, on a non-consolidated basis, accumulated after December 31, 1982, determined without any deduction on account of such Restricted Payments, provided, however, that notwithstanding the foregoing, in no event shall the Company make any distribution, conveyance or transfer to any subsidiary or affiliate Subsidiary of any Property property constituting the Plant Account. The Company will not declare any dividend which constitutes a Restricted Payment payable more than 60 days after the date of declaration thereof. For the purposes of this Section 7.11, 10.7 the amount of any Restricted Payment declared, paid or distributed in Property property of the Company shall be deemed to be the greater of the book value or fair market value (as determined in good faith by the Board of Directors of the Company) of such Property property at the time of the making of the Restricted Payment in question.

Dividends, Stock Purchases. The Company will not, not except as hereinafter provided: (a) Declare declare or pay any dividends, either in cash or Property, on any shares of its capital stock of any class (except dividends or other distributions payable solely in shares of capital stock of the Company, including the portion of dividends reinvested in shares of the Company’s common capital stock under the Company’s Optional Dividend Reinvestment Plan); or (b) Directly directly or indirectly, or through any Subsidiary, purchase, redeem or retire any shares of its capital stock of any class or any warrants, rights or options to purchase or acquire any shares of its capital stock (other than in exchange for or out of the net proceeds to the Company from the substantially concurrent issue or sale of other shares of capital stock of the Company or warrants, rights or options to purchase or acquire any shares of its capital stock); or (c) Make make any other payment or distribution, either directly or indirectlyindirectly or through any Subsidiary, in respect of its capital stock; or (d) Make any payment, distribution, conveyance or transfer of any Property to any subsidiary or affiliate; (such declarations or payments of dividends, purchases, redemptions or retirements of capital stock and warrants, rights or options, and all such other distributions, conveyances and transfers distributions being herein collectively called “Restricted Payments”"RESTRICTED PAYMENTS"), if after giving effect thereto the aggregate amount of Restricted Payments made during the period from and after December 3130, 1982 1995 to and including the date of the making of the Restricted Payment in question, would exceed the sum of (1) $1,500,000 plus 35,000,000, (2) earned surplus 75% of the CompanyConsolidated Net Income for such period, computed on a non-consolidated basiscumulative basis for said entire period (or if such Consolidated Net Income is a deficit figure, accumulated after December 31, 1982, determined without any deduction on account then minus 100% of such Restricted Paymentsdeficit), provided, however, that notwithstanding and (3) the foregoing, in no event shall aggregate net cash proceeds received by the Company make any distribution, conveyance or transfer to any subsidiary or affiliate from the issuance and sale of capital stock for such period (but without duplication of any Property constituting net proceeds to the Plant AccountCompany referred to in clause (b) above). The Company will not declare any dividend which constitutes a Restricted Payment payable more than 60 90 days after the date of declaration thereof. For the purposes of this Section 7.116.10, the amount of any Restricted Payment declared, paid or distributed in Property of the Company shall be deemed to be the greater of the book value or fair market value (as determined in good faith by the Board of Directors chief financial officer of the Company) of such Property at the time of the making of the Restricted Payment in question.

Dividends, Stock Purchases. The Company will not, except as hereinafter provided: (a) Declare The Borrower will not declare or pay any dividends, either or return any capital, to its stockholders or authorize or make any other distribution, payment or delivery of property or cash to its stockholders as such, or redeem, buy back, retire, purchase or otherwise acquire, directly or indirectly, for a consideration, any shares of any class of its capital stock now or hereafter outstanding (or any options or warrants issued by the Borrower with respect to its capital stock), or set aside any funds for any of the foregoing purposes, or permit any of its Subsidiaries to purchase or otherwise acquire for a consideration any shares of any class of the capital stock of the Borrower now or hereafter outstanding (or any options or warrants issued by the Borrower with respect to its capital stock) which, in the aggregate for any Fiscal Year, exceeds 50 percent of the Borrower's Consolidated net income plus depreciation but after deduction of taxes for such Fiscal Year all as computed in accordance with GAAP. Notwithstanding the preceding sentence, the Borrower may pay any dividends if (i) such dividends are declared no more than 60 days prior to the date of such payment and (ii) at the time such dividends were declared, such dividends would not have caused the Borrower to exceed the limitation set forth in the preceding sentence. (b) No Guarantor may declare or pay any dividends, or return any capital, to its stockholders or authorize or make any other distribution, payment or delivery of property or cash to its stockholders as such, or Propertyredeem, retire, purchase or otherwise acquire, directly or indirectly, for a consideration, any shares of any class of its capital stock now or hereafter outstanding (or any options or warrants issued by such Guarantor with respect to its capital stock), or set aside any funds for any of the foregoing purposes, or permit any of its Subsidiaries to purchase or otherwise acquire for a consideration any shares of any class of the capital stock of such Guarantor now or hereafter outstanding (or any options or warrants issued by such Guarantor with respect to its capital stock), except that any Guarantor may (i) pay dividends to the Borrower, any wholly- owned Subsidiary of the Borrower or any other Guarantor, (ii) declare or pay dividends on shares of its preferred stock, (iii) redeem any shares of its preferred stock, (iv) purchase or otherwise acquire for consideration any shares of its preferred stock or (v) purchase or otherwise acquire for consideration any shares of its capital stock of any class (except dividends or other distributions payable solely in shares of capital stock of held by the Company, including the portion of dividends reinvested in shares of the Company’s common capital stock under the Company’s Optional Dividend Reinvestment Plan); or (b) Directly or indirectly, purchase, redeem or retire any shares of its capital stock of any class or any warrants, rights or options to purchase or acquire any shares of its capital stock (other than in exchange for or out of the net proceeds to the Company from the substantially concurrent issue or sale of other shares of capital stock of the Company or warrants, rights or options to purchase or acquire any shares of its capital stock); orBorrower. (c) Make The Borrower will not permit any other payment or distributionGuarantor to, either and no Guarantor will, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of such Guarantor to (i) pay dividends or make other distributions on its equity securities or any other interest or participation in respect its profits owned by the Borrower or any other Guarantor, (ii) make loans or advances to the Borrower or any other Guarantor, or (iii) transfer any of its capital stock; or (d) Make properties or Assets to the Borrower or any paymentother Guarantor, distribution, conveyance or transfer of any Property to any subsidiary or affiliate; (such declarations or payments of dividends, purchases, redemptions or retirements of capital stock and warrants, rights or options, and all such other distributions, conveyances and transfers being herein collectively called “Restricted Payments”), if after giving effect thereto the aggregate amount of Restricted Payments made during the period from and after December 31, 1982 to and including the date of the making of the Restricted Payment except in question, would exceed the sum of (1) $1,500,000 plus (2) earned surplus of the Company, on connection with a non-consolidated basis, accumulated after December 31, 1982, determined without any deduction on account of such Restricted Payments, provided, however, that notwithstanding the foregoing, in no event shall the Company make any distribution, conveyance or transfer to any subsidiary or affiliate of any Property constituting the Plant Account. The Company will not declare any dividend which constitutes a Restricted Payment payable more than 60 days after the date of declaration thereof. For the purposes of this Section 7.11, the amount of any Restricted Payment declared, paid or distributed in Property of the Company shall be deemed to be the greater of the book value or fair market value (as determined in good faith Security Interest permitted by the Board of Directors of the Company) of such Property at the time of the making of the Restricted Payment in questionClause 15.9.

Dividends, Stock Purchases. The Company Borrower will not, not except as hereinafter provided: (a) Declare or pay any dividends, either in cash or Propertyproperty, on any shares of its capital stock of any class (except dividends or other distributions payable solely in shares of capital stock of the Company, including the portion of dividends reinvested in shares of the Company’s common capital stock under the Company’s Optional Dividend Reinvestment PlanBorrower); or (b) Directly or indirectly, or through any Subsidiary, purchase, redeem or retire any shares of its capital stock of any class or any warrants, rights or options to purchase or acquire any shares of its capital stock (other than in exchange for or out of the net cash proceeds to the Company Borrower from the substantially concurrent issue or sale of other shares of capital stock of the Company Borrower or warrants, rights or options to purchase or acquire any shares of its capital stock); or (c) Make any other payment or distribution, either directly or indirectlyindirectly or through any Subsidiary, in respect of its capital stock; or (d) Make any paymentpayment of principal, distribution, conveyance interest or transfer premium on any Senior Subordinated Debt or Junior Subordinated Debt other than any regularly scheduled payment of any Property to any subsidiary principal or affiliateinterest on the Senior Subordinated Debt or the Junior Subordinated Debt; (such declarations or payments of dividends, purchases, redemptions or retirements of capital stock and warrants, rights or options, and all such other distributions, conveyances distributions and transfers such payments on Senior Subordinated Debt and Junior Subordinated Debt being herein collectively called “Restricted Payments”), if if, after giving effect thereto thereto, (i) a Default or Event of Default has occurred and is continuing or (ii) the aggregate amount of Restricted Payments made during the period from and after December March 31, 1982 2003, to and including the date of the making of the Restricted Payment in question, would exceed the sum of (1x) $1,500,000 15,000,000, plus (2y) earned surplus the net cash proceeds received by the Borrower from the issuance or sale subsequent to March 31, 2003, of shares of common stock of the CompanyBorrower or warrants, rights or options to purchase or acquire any shares of its common stock, plus (z) 50% of Consolidated Net Income for the period commencing April 1, 2003, and ending on a non-consolidated basis, accumulated after December 31, 1982, determined without any deduction on account the last day of such Restricted Payments, provided, however, that notwithstanding the foregoing, in no event shall the Company make any distribution, conveyance or transfer to any subsidiary or affiliate of any Property constituting the Plant Account. The Company will not declare any dividend which constitutes a Restricted Payment payable more than 60 days after fiscal quarter immediately preceding the date of declaration thereofthe making of the Restricted Payment in question, computed on a cumulative basis for said entire period (or if such Consolidated Net Income is a deficit figure, then minus 100% of such deficit); provided that at all times after the Determination Date and after giving effect to such Restricted Payment, Consolidated Tangible Net Worth exceeds $95,000,000. For the purposes of this Section 7.11, 8.12 the amount of any Restricted Payment declared, paid or distributed in Property property of the Company Borrower shall be deemed to be the greater of the book value or fair market value (as determined in good faith by the Board of Directors of the CompanyBorrower) of such Property property at the time of the making of the Restricted Payment in question. The Borrower will not declare any dividend which constitutes a Restricted Payment payable more than 60 days after the date of declaration thereof.

Dividends, Stock Purchases. The Company Constituent Companies will not, not except as hereinafter provided: (a) Declare declare or pay any dividends, either in cash or Propertyproperty, on any shares of its their capital stock of any class (except dividends or other distributions payable solely in shares of capital common stock of the Company, including the portion of dividends reinvested in shares of the Company’s common capital stock under the Company’s Optional Dividend Reinvestment PlanConstituent Companies); or (b) Directly directly or indirectly, or through any Subsidiary, purchase, redeem or retire any shares of its their capital stock of any class or any warrants, rights or options to purchase or acquire any shares of its their capital stock (other than in exchange for or out of the net cash proceeds to received by the Company Constituent Companies after January 15, 1990 from the substantially concurrent issue or sale of other shares of capital stock of the Company Constituent Companies or warrants, rights or options to purchase or acquire any shares of its their capital stock); or (c) Make make any other payment or distribution, either directly or indirectlyindirectly or through any Subsidiary, in respect of its their capital stock; or (d) Make make any paymentRestricted Investment (other than in exchange for or out of the net cash proceeds received by the Constituent Companies after January 15, distribution1990, conveyance from the substantially concurrent issue or transfer sale of shares of capital stock of the Constituent Companies or warrants, rights or options to purchase or acquire any Property shares of their capital stock); or (e) make any payment of principal of or interest on the Subordinated Notes pursuant to any subsidiary or affiliatethe terms of the Subordinated Note Agreement; (such declarations or payments of dividends, purchases, redemptions or retirements of capital stock and warrants, rights or options, and all such other distributions, conveyances Restricted Investments and transfers other payments on the Subordinated Notes being herein collectively called “"Restricted Payments”"), if unless, after giving effect thereto thereto, (i) the aggregate amount of Restricted Payments made during the period from and after December 31July 1, 1982 1989 to and including the date of the making of the Restricted Payment in question, question would not exceed the sum of (1x) $1,500,000 5,000,000 plus (2y) earned surplus 85% of Consolidated Net Income for the Company, on a nontwelve-consolidated basis, accumulated after December 31, 1982, determined without any deduction on account of such Restricted Payments, provided, however, that notwithstanding the foregoing, in no event shall the Company make any distribution, conveyance or transfer to any subsidiary or affiliate of any Property constituting the Plant Account. The Company will not declare any dividend which constitutes a Restricted Payment payable more than 60 days after month period immediately preceding the date of declaration thereof. For the purposes of this Section 7.11, the amount of any Restricted Payment declared, paid or distributed in Property of the Company shall be deemed to be the greater of the book value or fair market value (as determined in good faith by the Board of Directors of the Company) of such Property at the time of the making of the Restricted Payment in question, computed on a cumulative basis for said entire period (or if such Consolidated Net Income is a deficit figure, then minus 100% of such deficit), and (ii) the Constituent Companies would be permitted to incur at least $1.00 of additional Senior Funded Debt under the provisions of Section 5.7(c)." (ii) The Note Agreement is hereby further amended by adding at the end of Section 5.9 the following: "Notwithstanding the foregoing provisions of this Section 5.9, the Company may pay, in addition to the Restricted Payments permitted by this Section, a single distribution to its shareholders in an amount not to exceed $10,384,000 in connection with the 2 102 transactions contemplated by the Subordinated Note Agreement and the Subordinated Notes. Such distribution shall not be deemed to be a Restricted Payment hereunder."

Dividends, Stock Purchases. The Company will not, not except as hereinafter provided: (a) Declare declare or pay any dividends, either in cash or Property, on any shares of its capital stock of any class (except dividends or other distributions payable solely in shares of capital stock of the Company, including the portion of dividends reinvested in shares of the Company’s common capital stock under the Company’s Optional Dividend Reinvestment Plan); or (b) Directly directly or indirectly, or through any Subsidiary, purchase, redeem or retire any shares of its capital stock of any class or any warrants, rights or options to purchase or acquire any shares of its capital stock (other than in exchange for or out of the net proceeds to the Company from the substantially concurrent issue or sale of other shares of capital stock of the Company or warrants, rights or options to purchase or acquire any shares of its capital stock); or (c) Make make any other payment or distribution, either directly or indirectlyindirectly or through any Subsidiary, in respect of its capital stock; or (d) Make any payment, distribution, conveyance or transfer of any Property to any subsidiary or affiliate; (such declarations or payments of dividends, purchases, redemptions or retirements of capital stock and warrants, rights or options, and all such other distributions, conveyances and transfers distributions being herein collectively called “"Restricted Payments”"), if after giving effect thereto the aggregate amount of Restricted Payments made during the period from and after December 31June 17, 1982 1989 to and including the date of the making of the Restricted Payment in question, would exceed the sum of (1i) $1,500,000 plus 35,000,000, (2ii) earned surplus 75% of the CompanyConsolidated Net Income for such period, computed on a non-consolidated basiscumulative basis for said entire period (or if such Consolidated Net Income is a deficit figure, accumulated after December 31, 1982, determined without any deduction on account then minus 100% of such Restricted Paymentsdeficit), provided, however, that notwithstanding and (iii) the foregoing, in no event shall aggregate net cash proceeds received by the Company make any distribution, conveyance or transfer to any subsidiary or affiliate from the issuance and sale of any Property constituting the Plant Accountcapital stock for such period. The Company will not declare any dividend which constitutes a Restricted Payment payable more than 60 90 days after the date of declaration thereof. For the purposes of this Section 7.11, 6.10 the amount of any Restricted Payment restricted payment declared, paid or distributed in Property of the Company shall be deemed to be the greater of the book value or fair market value (as determined in good faith by the Board of Directors chief financial officer of the Company) of such Property at the time of the making of the Restricted Payment in question.

Dividends, Stock Purchases. The Company will not, except as hereinafter provided: (a) Declare or pay any dividends, either in cash or Property, on any shares of its capital stock of any class (except dividends or other distributions payable solely in shares of capital stock of the Company, including the portion of dividends reinvested in shares of the Company’s common capital stock under the Company’s Optional Dividend Reinvestment Plan); or (b) Directly or indirectly, purchase, redeem or retire any shares of its capital stock of any class or any warrants, rights or options to purchase or acquire any shares of its capital stock (other than in exchange for or out of the net proceeds to the Company from the substantially concurrent issue or sale of other shares of capital stock of the Company or warrants, rights or options to purchase or acquire any shares of its capital stock); or (c) Make any other payment or distribution, either directly or indirectly, in respect of its capital stock; or (d) Make any payment, distribution, conveyance or transfer of any Property to any subsidiary or affiliate; (such declarations or payments of dividends, purchases, redemptions or retirements of capital stock and warrants, rights or options, and all such other distributions, conveyances and transfers being herein collectively called “"Restricted Payments”"), if after giving effect thereto the aggregate amount of Restricted Payments made during the period from and after December 31, 1982 to and including the date of the making of the Restricted Payment in question, would exceed the sum of (1) $1,500,000 plus (2) earned surplus of the Company, on a non-consolidated basis, accumulated after December 31, 1982, determined without any deduction on account of such Restricted Payments, provided, however, that notwithstanding the foregoing, in no event shall the Company make any distribution, conveyance or transfer to any subsidiary or affiliate of any Property constituting the Plant Account. The Company will not declare any dividend which constitutes a Restricted Payment payable more than 60 days after the date of declaration thereof. For the purposes of this Section 7.116.11, the amount of any Restricted Payment declared, paid or distributed in Property of the Company shall be deemed to be the greater of the book value or fair market value (as determined in good faith by the Board of Directors of the Company) of such Property at the time of the making of the Restricted Payment in question.

Dividends, Stock Purchases. (a) The Company will not, except as hereinafter provided: (a) Declare not declare or pay any dividends, either or return any capital, to its stockholders or authorize or make any other distribution, payment or delivery of property or cash to its stockholders as such, or redeem, buy back, retire, purchase or otherwise acquire, directly or indirectly, for a consideration, any shares of any class of its capital stock now or hereafter outstanding (or any options or warrants issued by the Company with respect to its capital stock), or set aside any funds for any of the foregoing purposes, or permit any of its Subsidiaries to purchase or otherwise acquire for a consideration any shares of any class of the capital stock of the Company now or hereafter outstanding (or any options or warrants issued by the Company with respect to its capital stock) which, in the aggregate for any Fiscal Year, exceeds 50 percent of the Company's Consolidated net income plus depreciation but after deduction of taxes for such Fiscal Year all as computed in accordance with GAAP. Notwithstanding the preceding sentence, the Company may pay any dividends if (i) such dividends are declared no more than 60 days prior to the date of such payment and (ii) at the time such dividends were declared, such dividends would not have caused the Company to exceed the limitation set forth in the preceding sentence. (b) The Borrower will not declare or pay any dividends, or return any capital, to its stockholders or authorize or make any other distribution, payment or delivery of property or cash to its stockholders as such, or Propertyredeem, retire, purchase or otherwise acquire, directly or indirectly, for a consideration, any shares of any class of its capital stock now or hereafter outstanding (or any options or warrants issued by the Borrower with respect to its capital stock), or set aside any funds for any of the foregoing purposes, or permit any of its Subsidiaries to purchase or otherwise acquire for a consideration any shares of any class of the capital stock of the Borrower now or hereafter outstanding (or any options or warrants issued by the Borrower with respect to its capital stock), except that the Borrower may (i) pay dividends to the Company, (ii) declare or pay dividends on shares of its preferred stock, (iii) redeem any shares of its preferred stock, (iv) purchase or otherwise acquire for consideration any shares of its preferred stock or (v) purchase or otherwise acquire for consideration any shares of its capital stock held by the Company. (c) No Guarantor (other than the Company) may declare or pay any dividends, or return any capital, to its stockholders or authorize or make any other distribution, payment or delivery of property or cash to its stockholders as such, or redeem, retire, purchase or otherwise acquire, directly or indirectly, for a consideration, any shares of any class of its capital stock now or hereafter outstanding (except dividends or other distributions payable solely in any options or warrants issued by such Guarantor with respect to its capital stock), or set aside any funds for any of the foregoing purposes, or permit any of its Subsidiaries to purchase or otherwise acquire for a consideration any shares of any class of the capital stock of such Guarantor now or hereafter outstanding (or any options or warrants issued by such Guarantor with respect to its capital stock), except that any Guarantor (other than the Company) may (i) pay dividends to the Borrower, including any wholly- owned Subsidiary of the portion of Borrower or any other Guarantor (other than the Company), (ii) declare or pay dividends reinvested in on shares of the Company’s common capital its preferred stock, (iii) redeem any shares of its preferred stock, (iv) purchase or otherwise acquire for consideration any shares of its preferred stock under the Company’s Optional Dividend Reinvestment Plan); or or (bv) Directly purchase or indirectly, purchase, redeem or retire otherwise acquire for consideration any shares of its capital stock of any class or any warrants, rights or options to purchase or acquire any shares of its capital stock (other than in exchange for or out of held by the net proceeds to the Company from the substantially concurrent issue or sale of other shares of capital stock of the Company or warrants, rights or options to purchase or acquire any shares of its capital stock); orBorrower. (cd) Make The Borrower will not permit any other payment or distributionGuarantor to, either and no Guarantor will, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of such Guarantor to (i) pay dividends or make other distributions on its equity securities or any other interest or participation in respect its profits owned by the Borrower or any other Guarantor, (ii) make loans or advances to the Borrower or any other Guarantor, or (iii) transfer any of its capital stock; or (d) Make properties or Assets to the Borrower or any paymentother Guarantor, distribution, conveyance or transfer of any Property to any subsidiary or affiliate; (such declarations or payments of dividends, purchases, redemptions or retirements of capital stock and warrants, rights or options, and all such other distributions, conveyances and transfers being herein collectively called “Restricted Payments”), if after giving effect thereto the aggregate amount of Restricted Payments made during the period from and after December 31, 1982 to and including the date of the making of the Restricted Payment except in question, would exceed the sum of (1) $1,500,000 plus (2) earned surplus of the Company, on connection with a non-consolidated basis, accumulated after December 31, 1982, determined without any deduction on account of such Restricted Payments, provided, however, that notwithstanding the foregoing, in no event shall the Company make any distribution, conveyance or transfer to any subsidiary or affiliate of any Property constituting the Plant Account. The Company will not declare any dividend which constitutes a Restricted Payment payable more than 60 days after the date of declaration thereof. For the purposes of this Section 7.11, the amount of any Restricted Payment declared, paid or distributed in Property of the Company shall be deemed to be the greater of the book value or fair market value (as determined in good faith Security Interest permitted by the Board of Directors of the Company) of such Property at the time of the making of the Restricted Payment in questionClause 15.9.

Dividends, Stock Purchases. The Company Borrower will not, except as hereinafter provided: (a) Declare or pay any dividends, either in cash or Propertyproperty, on any shares of its capital stock of any class (except dividends or other distributions payable solely in shares of capital stock of the Company, including the portion of dividends reinvested in shares of the Company’s common capital stock under the Company’s Optional Dividend Reinvestment PlanBorrower); or (b) Directly or indirectly, or through any Subsidiary, purchase, redeem or retire any shares of its capital stock of any class or any warrants, rights or options to purchase or acquire any shares of its capital stock (other than in exchange for or out of the net cash proceeds to the Company Borrower from the substantially concurrent issue or sale of other shares of capital stock of the Company Borrower or warrants, rights or options to purchase or acquire any shares of its capital stock); or (c) Make any other payment or distribution, either directly or indirectlyindirectly or through any Subsidiary, in respect of its capital stock; or (d) Make any paymentpayment of principal, distribution, conveyance interest or transfer premium on any Subordinated Debt other than any regularly scheduled payment of any Property to any subsidiary principal or affiliateinterest on the Subordinated Debt; (such declarations or payments of dividends, purchases, redemptions or retirements of capital stock and warrants, rights or options, and all such other distributions, conveyances distributions and transfers such payments on Subordinated Debt being herein collectively called “Restricted Payments”), if if, after giving effect thereto thereto, (i) a Default or Event of Default has occurred and is continuing or (ii) the aggregate amount of Restricted Payments made during the period from and after December March 31, 1982 2003, to and including the date of the making of the Restricted Payment in question, would exceed the sum of (1x) $1,500,000 15,000,000, plus (2y) earned surplus the net cash proceeds received by the Borrower from the issuance or sale subsequent to March 31, 2003, of shares of common stock of the CompanyBorrower or warrants, rights or options to purchase or acquire any shares of its common stock, plus (z) 50% of Consolidated Net Income for the period commencing April 1, 2003, and ending on a non-consolidated basis, accumulated after December 31, 1982, determined without any deduction on account the last day of such Restricted Payments, provided, however, that notwithstanding the foregoing, in no event shall the Company make any distribution, conveyance or transfer to any subsidiary or affiliate of any Property constituting the Plant Account. The Company will not declare any dividend which constitutes a Restricted Payment payable more than 60 days after fiscal quarter immediately preceding the date of declaration thereofthe making of the Restricted Payment in question, computed on a cumulative basis for said entire period (or if such Consolidated Net Income is a deficit figure, then minus 100% of such deficit); provided that, after giving effect to such Restricted Payment, Consolidated Tangible Net Worth exceeds $95,000,000. For the purposes of this Section 7.11, 8.12 the amount of any Restricted Payment declared, paid or distributed in Property property of the Company Borrower shall be deemed to be the greater of the book value or fair market value (as determined in good faith by the Board of Directors of the CompanyBorrower) of such Property property at the time of the making of the Restricted Payment in question. The Borrower will not declare any dividend which constitutes a Restricted Payment payable more than 60 days after the date of declaration thereof.

Dividends, Stock Purchases. The Company Borrower will not, not except as hereinafter provided: : (a) Declare or pay any dividends, either in cash or Propertyproperty, on any shares of its capital stock of any class (except dividends or other distributions payable solely in shares of capital stock of the Company, including the portion of dividends reinvested in shares of the Company’s common capital stock under the Company’s Optional Dividend Reinvestment PlanBorrower); or or (b) Directly or indirectly, or through any Subsidiary, purchase, redeem or retire any shares of its capital stock of any class or any warrants, rights or options to purchase or acquire any shares of its capital stock (other than in exchange for or out of the net cash proceeds to the Company Borrower from the substantially concurrent issue or sale of other shares of capital stock of the Company Borrower or warrants, rights or options to purchase or acquire any shares of its capital stock); or (c) Make any other payment or distribution, either directly or indirectlyindirectly or through any Subsidiary, in respect of its capital stock; or (d) Make any paymentpayment of principal, distribution, conveyance interest or transfer premium on any Senior Subordinated Debt or Junior Subordinated Debt other than any regularly scheduled payment of any Property to any subsidiary principal or affiliateinterest on the Senior Subordinated Debt or the Junior Subordinated Debt; (such declarations or payments of dividends, purchases, redemptions or retirements of capital stock and warrants, rights or options, and all such other distributions, conveyances distributions and transfers such payments on Senior Subordinated Debt and Junior Subordinated Debt being herein collectively called “Restricted Payments”"RESTRICTED PAYMENTS"), if if, after giving effect thereto thereto, (i) a Default or Event of Default has occurred and is continuing or (ii) the aggregate amount of Restricted Payments made during the period from and after December March 31, 1982 1997 to and including the date of the making of the Restricted Payment in question, would exceed the sum of (1x) $1,500,000 the net cash proceeds received by the Borrower from the issuance or sale subsequent to March 31, 1997 of shares of common stock of the Borrower or warrants, rights or options to purchase or acquire any shares of its common stock, plus (2y) earned surplus at all times after the Determination Date, 50% of Consolidated Net Income for the Company, period commencing on a non-consolidated basis, accumulated after December 31, 1982, determined without any deduction the day immediately succeeding the Determination Date and ending on account of such Restricted Payments, provided, however, that notwithstanding the foregoing, in no event shall the Company make any distribution, conveyance or transfer to any subsidiary or affiliate of any Property constituting the Plant Account. The Company will not declare any dividend which constitutes a Restricted Payment payable more than 60 days after the date of declaration thereofthe making of the Restricted Payment in question, computed on a cumulative basis for said entire period (or if such Consolidated Net Income is a deficit figure, then minus 100% of such deficit); PROVIDED that at all times after the Determination Date and after giving effect to such Restricted Payment, Consolidated Tangible Net Worth exceeds $42,000,000. For the purposes of this Section 7.11, 8.12 the amount of any Restricted Payment declared, paid or distributed in Property property of the Company Borrower shall be deemed to be the greater of the book value or fair market value (as determined in good faith by the Board of Directors of the CompanyBorrower) of such Property property at the time of the making of the Restricted Payment in question. The Borrower will not declare any dividend which constitutes a Restricted Payment payable more than 60 days after the date of declaration thereof. .

Dividends, Stock Purchases. The Company will not, except as hereinafter provided: (a) Declare or pay any dividends, either in cash or Propertyproperty, on any shares of its capital stock of any class (except dividends or other distributions payable solely in shares of capital stock of the Company, including the portion of dividends reinvested in shares of the Company’s common capital stock under the Company’s Optional Dividend Reinvestment Plan); or (b) Directly or indirectly, purchase, redeem or retire any shares of its capital stock of any class or any warrants, rights or options to purchase or acquire any shares of its capital stock (other than in exchange for or out of the net proceeds to the Company from the substantially concurrent issue or sale of other shares of capital stock of the Company or warrants, rights or options to purchase or acquire any shares of its capital stock); oror The York Water Company Note Purchase Agreement (c) Make any other payment or distribution, either directly or indirectly, in respect of its capital stock; or (d) Make any payment, distribution, conveyance or transfer of any Property property to any subsidiary or affiliateSubsidiary; (such declarations or payments of dividends, purchases, redemptions or retirements of capital stock and warrants, rights or options, and all such other distributions, conveyances and transfers being herein collectively called “Restricted Payments”), if after giving effect thereto the aggregate amount of Restricted Payments made during the period from and after December 31, 1982 to and including the date of the making of the Restricted Payment in question, would exceed the sum of (1) $1,500,000 plus (2) earned surplus of the Company, on a non-consolidated basis, accumulated after December 31, 1982, determined without any deduction on account of such Restricted Payments, provided, however, that notwithstanding the foregoing, in no event shall the Company make any distribution, conveyance or transfer to any subsidiary or affiliate Subsidiary of any Property property constituting the Plant Account. The Company will not declare any dividend which constitutes a Restricted Payment payable more than 60 days after the date of declaration thereof. For the purposes of this Section 7.11, 10.7 the amount of any Restricted Payment declared, paid or distributed in Property property of the Company shall be deemed to be the greater of the book value or fair market value (as determined in good faith by the Board of Directors of the Company) of such Property property at the time of the making of the Restricted Payment in question.

Dividends, Stock Purchases. The Company will not, except as hereinafter provided: (a) Declare shall not declare or pay any dividends, either in cash dividend or Property, make any distribution on any shares of its capital stock of or to its shareholders or make any class loan or advance to its shareholders (except other than dividends or other distributions payable solely in shares of its capital stock of the Company, including the portion of dividends reinvested in shares of the Company’s common capital stock under the Company’s Optional Dividend Reinvestment Plan); or (bstock) Directly or indirectly, purchase, redeem or otherwise Petroleum Heat and Power Co., Inc. Third Amendment and Restatement of Purchase Agreement acquire or retire for value, or permit any shares of its capital stock of any class or any warrants, rights or options Subsidiary to purchase or otherwise acquire for value, any shares of its capital stock (other than in exchange for or out of the net proceeds to the Company from the substantially concurrent issue or sale of other shares of capital stock of the Company (i) if at the time of such action an Event of Default shall have occurred and be continuing, or warrants(ii) if, rights or options upon giving effect to purchase or acquire any shares of its capital stock); or (c) Make any other payment or distribution, either directly or indirectly, in respect of its capital stock; or (d) Make any paymentsuch dividend, distribution, conveyance loan, advance, purchase, redemption, or transfer of any Property to any subsidiary other acquisition or affiliate; (such declarations or payments of dividendsretirement, purchases, redemptions or retirements of capital stock and warrants, rights or options, and all such other distributions, conveyances and transfers being herein collectively called “Restricted Payments”), if after giving effect thereto the aggregate amount of Restricted Payments made during the period from and after expended for all such purposes subsequent to December 31, 1982 1987 (giving effect to and including the date any repayments of the making of the Restricted Payment in questionsuch loans or advances), would shall exceed the sum of (1a) $1,500,000 plus (2) earned surplus 50% of the Company, aggregate Cash Flow of the Company accrued on a non-consolidated basis, accumulated after cumulative basis for each of the fiscal years subsequent to December 31, 19821986, determined without any deduction on account of such Restricted Paymentsand (b) the aggregate net proceeds, provided, however, that notwithstanding including the foregoing, in no event shall the Company make any distribution, conveyance or transfer to any subsidiary or affiliate of any Property constituting the Plant Account. The Company will not declare any dividend which constitutes a Restricted Payment payable more than 60 days after the date of declaration thereof. For the purposes of this Section 7.11, the amount of any Restricted Payment declared, paid or distributed in Property of the Company shall be deemed to be the greater of the book value or fair market value of property other than cash (as determined in good faith by the Board of Directors of the Company, whose determination shall be conclusive), received by the Company from the issue or sale after July 1, 1987, of capital stock of the Company, including capital stock issued upon the conversion of, or exchange for, Indebtedness; provided, however, that (x) the foregoing shall not prevent the payment of any dividend within 60 days after the date of declaration of such Property dividend, if at said date such declaration complied with this covenant; (y) in the time event that the Company purchases, redeems or otherwise acquires or retires any capital stock of the making Company in exchange for promissory notes of the Restricted Payment Company then, so long as no Preferred Stock shall remain outstanding and such promissory notes are junior and subordinate to the Notes, the principal of and interest on such subordinated promissory notes shall not be included for purposes of the foregoing until such time as payments of principal or interest are made thereon; and (z) notwithstanding the limitations of this ss.5.8, the Company may in questioneach fiscal year, so long as no Default or Event of Default shall have occurred and be continuing, pay dividends on, and make mandatory or optional redemptions and exchanges of, the Preferred Stock pursuant to this Agreement, it being understood that any such dividends, redemptions and exchanges permitted by this clause (z) shall be taken into account in determining the amount of any other dividend, distribution, loan, advance, purchase, acquisition, redemption or retirement to be made.

Dividends, Stock Purchases. The Company will not, except as hereinafter provided: (a) Declare or pay any dividends, either in cash or Property, on any shares of its capital stock of any class (except dividends or other distributions payable solely in shares of capital stock of the Company, including the portion of dividends reinvested in shares of the Company’s common capital stock under the Company’s Optional Dividend Reinvestment Plan); or (b) Directly or indirectly, purchase, redeem or retire any shares of its capital stock of any class or any warrants, rights or options to purchase or acquire any shares of its capital stock (other than in exchange for or out of the net proceeds to the Company from the substantially concurrent issue or sale of other shares of capital stock of the Company or warrants, rights or options to purchase or acquire any shares of its capital stock); or (c) Make any other payment or distribution, either directly or indirectly, in respect of its capital stock; or (d) Make any payment, distribution, conveyance or transfer of any Property to any subsidiary or affiliate; (such declarations or payments of dividends, purchases, redemptions or retirements of capital stock and warrants, rights or options, and all such other distributions, conveyances and transfers being herein collectively called “"Restricted Payments”"), if after giving effect thereto the aggregate amount of Restricted Payments made during the period from and after December 31, 1982 to and including the date of the making of the Restricted Payment in question, would exceed the sum of (1) $1,500,000 plus (2) earned surplus of the Company, on a non-consolidated basis, accumulated after December 31, 1982, determined without any deduction on account of such Restricted Payments, provided, however, that notwithstanding the foregoing, in no event shall the Company make any distribution, conveyance or transfer to any subsidiary or affiliate of any Property constituting the Plant Account. The Company will not declare any dividend which constitutes a Restricted Payment payable more than 60 days after the date of declaration thereof. For the purposes of this Section 7.11, the amount of any Restricted Payment declared, paid or distributed in Property of the Company shall be deemed to be the greater of the book value or fair market value (as determined in good faith by the Board of Directors of the Company) of such Property at the time of the making of the Restricted Payment in question.

Dividends, Stock Purchases. The Company will not, Borrowers shall not except as hereinafter provided: (a) Declare declare or pay any dividends, either in cash or Propertyproperty, on any shares of its their capital stock of any class (except dividends or other distributions payable solely in shares of capital common stock of the Company, including the portion of dividends reinvested in shares of the Company’s common capital stock under the Company’s Optional Dividend Reinvestment PlanBorrowers); or (b) Directly directly or indirectly, or through any Subsidiary, purchase, redeem or retire any shares of its their capital stock of any class or any warrants, rights or options to purchase or acquire any shares of its capital stock (other than in exchange for or out of the net proceeds to the Company from the substantially concurrent issue or sale of other shares of capital stock of the Company or warrants, rights or options to purchase or acquire any shares of its their capital stock); or (c) Make make any other payment or distribution, either directly or indirectlyindirectly or through any Subsidiary, in respect of its their capital stock; or (d) Make make any payment, distribution, conveyance Restricted Investment; or (e) make any payment of principal of or transfer interest on the Subordinated Notes pursuant to the terms of any Property to any subsidiary or affiliatethe Subordinated Note Agreement; (such declarations or payments of dividends, purchases, redemptions or retirements of capital stock and warrants, rights or options, and all such other distributions, conveyances Restricted Investments and transfers other payments on the Subordinated Notes being herein collectively called “"Restricted Payments”"), if unless, after giving effect thereto thereto, (i) the aggregate amount of Restricted Payments (including, without limitation, all Tax Dividends) made during the period from and after December 31June 26, 1982 1993 to and including the date of the making of the Restricted Payment in question would not exceed the sum of (x) $5,000,000 plus (y) 85% of Consolidated Net Income for the period from and after June 26, 1993 to and including the date of the making of the Restricted Payment in question, would exceed the sum computed on a cumulative basis for said entire period (or if such Consolidated Net Income is a deficit figure, then minus 100% of (1such deficit) $1,500,000 plus (2z) earned surplus the net proceeds received by either of the CompanyBorrowers after June 26, on a non-consolidated basis1993 in cash from the sale or issuance of additional shares of common stock of either Borrower or warrants, accumulated after December 31rights or options to purchase or acquire any shares of their common stock, 1982, determined without any deduction on account and (ii) no Default or Event of such Restricted Payments, provided, however, that notwithstanding Default shall have occurred and be continuing." (ii) The Credit Agreement is hereby further amended by adding at the foregoing, in no event shall end of Section 7.10 the Company make any distribution, conveyance or transfer to any subsidiary or affiliate of any Property constituting following: "Notwithstanding the Plant Account. The Company will not declare any dividend which constitutes a Restricted Payment payable more than 60 days after the date of declaration thereof. For the purposes foregoing provisions of this Section 7.117.10, Printpack may pay, in addition to the Restricted Payments permitted by this Section, a single distribution to its shareholders in an amount of any Restricted Payment declared, paid or distributed not to exceed $10,384,000 in Property of connection with the Company transactions contemplated by the Subordinated Note Agreement and the Subordinated Notes. Such distribution shall not be deemed to be the greater of the book value or fair market value (as determined in good faith by the Board of Directors of the Company) of such Property at the time of the making of the a Restricted Payment in questionhereunder.

Dividends, Stock Purchases. The Company will not, not except as hereinafter provided: (a) Declare or pay any dividends, either in cash or Propertyproperty, on any shares of its capital stock of any class (except dividends or other distributions payable solely in shares of capital stock of the Company, including the portion of dividends reinvested in shares of the Company’s common capital stock under the Company’s Optional Dividend Reinvestment Plan); or (b) Directly or indirectly, or through any Subsidiary, purchase, redeem or retire any shares of its capital stock of any class or any warrants, rights or options to purchase or acquire any shares of its capital stock (other than in exchange for or out of the net cash proceeds to the Company from the substantially concurrent issue or sale of other shares of capital stock of the Company or warrants, rights or options to purchase or acquire any shares of its capital stock); or (c) Make any other payment or distribution, either directly or indirectlyindirectly or through any Subsidiary, in respect of its capital stock; or (d) Make any paymentpayment of principal, distribution, conveyance interest or transfer premium on any Senior Subordinated Debt or Junior Subordinated Debt other than any regularly scheduled payment of any Property to any subsidiary principal or affiliateinterest on the Senior Subordinated Debt or the Junior Subordinated Debt; (such declarations or payments of dividends, purchases, redemptions or retirements of capital stock and warrants, rights or options, and all such other distributions, conveyances distributions and transfers such payments on Senior Subordinated Debt and Junior Subordinated Debt being herein collectively called “Restricted Payments”), if if, after giving effect thereto thereto, (i) a Default or Event of Default has occurred and is continuing or (ii) the aggregate amount of Restricted Payments made during the period from and after December March 31, 1982 2003, to and including the date of the making of the Restricted Payment in question, would exceed the sum of (1x) $1,500,000 15,000,000, plus (2y) earned surplus the net cash proceeds received by the Company from the issuance or sale subsequent to March 31, 2003, of shares of common stock of the CompanyCompany or warrants, rights or options to purchase or acquire any share of its common stock, plus (z) 50% of Consolidated Net Income for the period commencing April 1, 2003, and ending on a non-consolidated basis, accumulated after December 31, 1982, determined without any deduction on account the last day of such Restricted Payments, provided, however, that notwithstanding the foregoing, in no event shall the Company make any distribution, conveyance or transfer to any subsidiary or affiliate of any Property constituting the Plant Account. The Company will not declare any dividend which constitutes a Restricted Payment payable more than 60 days after fiscal quarter immediately preceding the date of declaration thereofthe making of the Restricted Payment in question, computed on a cumulative basis for said entire period (or if such Consolidated Net Income is a deficit figure, then minus 100% of such deficit); provided that at all times after the Determination Date and after giving effect to such Restricted Payment, Consolidated Tangible Net Worth exceeds $95,000,000. For the purposes of this Section 7.11, 5.12 the amount of any Restricted Payment declared, paid or distributed in Property property of the Company shall be deemed to be the greater of the book value or fair market value (as determined in good faith by the Board of Directors of the Company) of such Property property at the time of the making of the Restricted Payment in question. The Company will not declare any dividend which constitutes a Restricted Payment payable more than 60 days after the date of declaration thereof. 4. Section 8.1 of the Note Agreement hereby is amended by adding the following new defined term:

Dividends, Stock Purchases. The Company Constituent Companies will not, not except as hereinafter provided: (a) Declare declare or pay any dividends, either in cash or Propertyproperty, on any shares of its their capital stock of any class (except dividends or other distributions payable solely in shares of capital common stock of the Company, including the portion of dividends reinvested in shares of the Company’s common capital stock under the Company’s Optional Dividend Reinvestment PlanConstituent Companies); or (b) Directly directly or indirectly, or through any Subsidiary, purchase, redeem or retire any shares of its their capital stock of any class or any warrants, rights or options to purchase or acquire any shares of its capital stock (other than in exchange for or out of the net proceeds to the Company from the substantially concurrent issue or sale of other shares of capital stock of the Company or warrants, rights or options to purchase or acquire any shares of its their capital stock); or (c) Make make any other payment or distribution, either directly or indirectlyindirectly or through any Subsidiary, in respect of its their capital stock; or (d) Make make any payment, distribution, conveyance Restricted Investment; or (e) make any payment of principal of or transfer interest on the Subordinated Notes pursuant to the terms of any Property to any subsidiary or affiliatethe Subordinated Note Agreement; (such declarations or payments of dividends, purchases, redemptions or retirements of capital stock and warrants, rights or options, and all such other distributions, conveyances Restricted Investments and transfers other payments on the Subordinated Notes being herein collectively called “"Restricted Payments”"), if unless, after giving effect thereto thereto, (i) the aggregate amount of Restricted Payments (including, without limitation, all Tax Dividends) made during the period from and after December 31June 26, 1982 1993 to and including the date of the making of the Restricted Payment in question would not exceed the sum of (x) $5,000,000 plus (y) 85% of Consolidated Net Income for the period from and after June 26, 1993 to and including the date of the making of the Restricted Payment in question, would exceed the sum computed on a cumulative basis for said entire period (or if such Consolidated Net Income is a deficit figure, then minus 100% of (1such deficit) $1,500,000 plus (2z) earned surplus the net proceeds received by either of the CompanyConstituent Companies after June 26, on a non-consolidated basis1993 in cash from the sale or issuance of additional shares of common stock of either Constituent Company or warrants, accumulated after December 31rights or options to purchase or acquire any shares of their common stock, 1982, determined without any deduction on account and (ii) no Default or Event of such Restricted Payments, provided, however, that notwithstanding Default shall have occurred and be continuing. In addition to the foregoing, in no event the Constituent Companies shall the Company not make any distributionpayments of principal or interest on the Subordinated Notes at any time a default or an event of default or any event which with the passage of time or the giving of notice would constitute a default or event of default, conveyance or transfer to any subsidiary or affiliate shall have occurred and be continuing under the Subordinated Note Agreement." (ii) The Note Agreement is hereby further amended by adding at the end of any Property constituting Section 5.8. the Plant Account. The Company will not declare any dividend which constitutes a Restricted Payment payable more than 60 days after following: "Notwithstanding the date of declaration thereof. For the purposes foregoing provisions of this Section 7.115.8, the Company may pay, in addition to the Restricted Payments permitted by this Section, a single distribution to its shareholders in an amount of any Restricted Payment declared, paid or distributed not to exceed $10,384,000 in Property of connection with the Company 2 88 transactions contemplated by the Subordinated Note Agreement and the Subordinated Notes. Such distribution shall not be deemed to be the greater of the book value or fair market value (as determined in good faith by the Board of Directors of the Company) of such Property at the time of the making of the a Restricted Payment in questionhereunder."

Dividends, Stock Purchases. The Company Borrower will not, not except as hereinafter provided: (a) Declare or pay any dividends, either in cash or Propertyproperty, on any shares of its capital stock of any class (except dividends or other distributions payable solely in shares of capital stock of the Company, including the portion of dividends reinvested in shares of the Company’s common capital stock under the Company’s Optional Dividend Reinvestment PlanBorrower); or (b) Directly or indirectly, or through any Subsidiary, purchase, redeem or retire any shares of its capital stock of any class or any warrants, rights or options to purchase or acquire any shares of its capital stock (other than in exchange for or out of the net cash proceeds to the Company Borrower from the substantially concurrent issue or sale of other shares of capital stock of the Company Borrower or warrants, rights or options to purchase or acquire any shares of its capital stock); or (c) Make any other payment or distribution, either directly or indirectlyindirectly or through any Subsidiary, in respect of its capital stock; or (d) Make any paymentpayment of principal, distribution, conveyance interest or transfer premium on any Senior Subordinated Debt or Junior Subordinated Debt other than any regularly scheduled payment of any Property to any subsidiary principal or affiliateinterest on the Senior Subordinated Debt or the Junior Subordinated Debt; (such declarations or payments of dividends, purchases, redemptions or retirements of capital stock and warrants, rights or options, and all such other distributions, conveyances distributions and transfers such payments on Senior Subordinated Debt and Junior Subordinated Debt being herein collectively called “Restricted Payments”), if if, after giving effect thereto thereto, (i) a Default or Event of Default has occurred and is continuing or (ii) the aggregate amount of Restricted Payments made during the period from and after December March 31, 1982 2003, to and including the date of the making of the Restricted Payment in question, would exceed the sum of (1x) $1,500,000 15,000,000, plus (2y) earned surplus the net cash proceeds received by the Borrower from the issuance or sale subsequent to March 31, 2003, of shares of common stock of the CompanyBorrower or warrants, rights or options to purchase or acquire any shares of its common stock, plus (z) 50% of Consolidated Net Income for the period commencing April 1, 2003, and ending on a non-consolidated basis, accumulated after December 31, 1982, determined without any deduction on account the last day of such Restricted Payments, provided, however, that notwithstanding the foregoing, in no event shall the Company make any distribution, conveyance or transfer to any subsidiary or affiliate of any Property constituting the Plant Account. The Company will not declare any dividend which constitutes a Restricted Payment payable more than 60 days after fiscal quarter immediately preceding the date of declaration thereofthe making of the Restricted Payment in question, computed on a cumulative basis for said entire period (or if such Consolidated Net Income is a deficit figure, then minus 100% of such deficit); provided that at all times after the Determination Date and after giving effect to such Restricted Payment, Consolidated Tangible Net Worth exceeds $95,000,000. For the purposes of this Section 7.11, 8.12 the amount of any Restricted Payment declared, paid or distributed in Property property of the Company Borrower shall be deemed to be the greater of the book value or fair market value (as determined in good faith by the Board of Directors of the CompanyBorrower) of such Property property at the time of the making of the Restricted Payment in question. The Borrower will not declare any dividend which constitutes a Restricted Payment payable more than 60 days after the date of declaration thereof. 1.7 Section 8.20 of the Credit Agreement is hereby amended by deleting the period (.) at the end of Section 8.20(l) and replacing it with “; and” and by inserting the following subsection in proper alphabetical order at the end of Section 8.20: