Common use of Limitation on Dividends Clause in Contracts

Limitation on Dividends. Declare or pay any dividend (other than dividends payable solely in common stock of the Person making such dividend) on, or make any payment on account of, or set apart assets for a sinking or other analogous fund for, the purchase, redemption, defeasance, retirement or other acquisition of, any shares of any class of Capital Stock of SuperHoldings, Holdings, the Borrower or any of their respective Subsidiaries or any warrants or options to purchase any such Capital Stock, whether now or hereafter outstanding, or make any other distribution in respect thereof, either directly or indirectly, whether in cash or property or in obligations of Holdings, the Borrower or any of their respective Subsidiaries (collectively, “Restricted Payments”), except that: (a) any Subsidiary of the Borrower may make Restricted Payments to the Borrower or any Wholly Owned Subsidiary Guarantor (and if such Subsidiary is not a Wholly Owned Subsidiary of the Borrower, to its other holders of Capital Stock on a pro rata basis, provided that any such Restricted Payment to such other holders of Capital Stock be attributable only to cash flows of such Subsidiary); (b) so long as no Default or Event of Default shall have occurred and be continuing after giving effect to the payment of any such dividend or investment, the Borrower may pay dividends to Holdings or make investments in Holdings to permit Holdings to pay scheduled cash interest payments on the Holdings Discount Notes or any refinancing thereof permitted by Section 7.2(h)(ii)) or to permit Holdings to make any payments permitted by Section 7.8(a)(ii) in an amount not to exceed the amount of interest required to be paid in cash by the terms of the Holdings Discount Notes Indenture or any refinancing thereof permitted by Section 7.2(h)(ii) or the amount of such payment made pursuant to Section 7.8(a)(ii), as applicable; (c) the Borrower may pay dividends to Holdings or make investments in Holdings to permit Holdings, and Holdings may pay dividends to SuperHoldings or make investments in SuperHoldings to permit SuperHoldings, to (i) pay corporate overhead expenses incurred in the ordinary course of business not to exceed $250,000 in any fiscal year and (ii) pay any taxes which are due and payable by SuperHoldings, Holdings and the Borrower as part of a consolidated group; (d) so long as no Default or Event of Default shall have occurred and be continuing, (i) the Borrower may pay dividends to Holdings or make investments in Holdings (and, if applicable, Holdings may use such proceeds to pay dividends to SuperHoldings or make investments in SuperHoldings) to permit Holdings to purchase Holdings’ common stock (or, if applicable, to permit SuperHoldings to purchase SuperHoldings’ common stock) or common stock options from present or former officers or employees, or the estate, heirs or legatees of such former officers or employees, of Holdings, the Borrower or any of their respective Subsidiaries upon the death, disability or termination of employment of such officer or employee, and (ii) SuperHoldings and Holdings may pay principal and interest on the Indebtedness permitted by Section 7.2(l), and the Borrower may pay dividends to Holdings or make investments in Holdings (and, if applicable, Holdings may use such proceeds to pay dividends to SuperHoldings or make investments in SuperHoldings) to permit Holdings to (or, if applicable, to permit SuperHoldings to) pay principal and interest on the Indebtedness permitted by Section 7.2(l), provided, that the aggregate amount of payments under this paragraph (d) after the Closing Date shall not exceed $1,000,000 per annum and $2,000,000 in the aggregate, net of any cash proceeds received by Holdings (or, if applicable, SuperHoldings) and contributed to the Borrower in connection with resales of any common stock or common stock options so purchased; (e) so long as no Default or Event of Default shall have occurred and be continuing after giving effect thereto, SuperHoldings or Holdings may make any Restricted Payment permitted by Section 7.2(l) in an aggregate amount not to exceed $1,000,000; provided that Restricted Payments in an aggregate amount in excess of $1,000,000 may be made so long as both immediately before and immediately after giving pro forma effect to such Restricted Payment, (i) the Consolidated Fixed Charge Coverage Ratio for the Test Period in effect at the time such Restricted Payment is made is at least 1.20 to 1.00 (determined on a Pro Forma Basis in respect of the Test Period in effect at such time) and (ii) Availability shall not be less than 25% of the Total Revolving Credit Commitments; and (f) so long as no Default or Event of Default shall have occurred and be continuing after giving effect thereto, SuperHoldings or any of its Subsidiaries may purchase Capital Stock of SuperHoldings pursuant to SuperHoldings’ restricted stock plan provided that the aggregate purchase price for such Capital Stock (inclusive of reimbursement amounts in respect of Taxes) shall not exceed $5,000,000.

Limitation on Dividends. Declare or pay any dividend (other than dividends payable solely in common stock or warrants to purchase common stock of the Person making such dividend) on, or make any payment on account of, or set apart assets for a sinking or other analogous fund for, the purchase, redemption, defeasance, retirement or other acquisition of, any shares of any class of Capital Stock of SuperHoldings, Holdings, the Borrower or any of their respective Subsidiaries Subsidiary or any warrants or options to purchase any such Capital Stock, whether now or hereafter outstanding, or make any other distribution in respect thereof, either directly or indirectly, whether in cash or property or in obligations of Holdings, the Borrower or any of their respective Subsidiaries Subsidiary (collectively, “Restricted Payments”"RESTRICTED PAYMENTS"), except that: (a) any Subsidiary of the Borrower may make Restricted Payments to the Borrower or any Wholly Owned Subsidiary Guarantor (and if such Subsidiary that is not a Wholly Owned Subsidiary of the Borrower, to its other holders of Capital Stock on a pro rata basis, provided that any such Restricted Payment to such other holders of Capital Stock be attributable only to cash flows of such Domestic Subsidiary); (b) so the Exchange Offer; (c) (i) as long as no Default or Event of Default shall have occurred and be continuing after giving effect to the payment of any such dividend or investmentcontinuing, the Borrower may pay dividends to Holdings or make investments (including tax indemnification amounts) Restricted Payments into a trust in Holdings to permit Holdings to pay scheduled cash interest payments connection with the purchase of vested options on the Holdings Discount Notes or any refinancing thereof permitted by Section 7.2(h)(ii)) or to permit Holdings to make any payments permitted by Section 7.8(a)(ii) Borrower's common stock in an amount not to exceed $2,000,000 as contemplated by the amount of interest required to be paid Merger Agreement and (ii) at any time, such trust may make payments or distributions in cash by accordance with the terms of the Holdings Discount Notes Indenture or any refinancing thereof permitted by Section 7.2(h)(ii) or agreements governing the amount operation of such payment made trust; PROVIDED that in no event shall the Borrower make Restricted Payments pursuant to Section 7.8(a)(ii), as applicable; this clause (c) the Borrower may pay dividends to Holdings or make investments in Holdings to permit Holdings, and Holdings may pay dividends to SuperHoldings or make investments an amount in SuperHoldings to permit SuperHoldings, to (i) pay corporate overhead expenses incurred in the ordinary course excess of business not to exceed $250,000 in any fiscal year and (ii) pay any taxes which are due and payable by SuperHoldings, Holdings and the Borrower as part of a consolidated group;2,000,000; and (d) so long as no Default or Event of Default shall have occurred and be continuing, (i) the Borrower may pay dividends to Holdings or make investments in Holdings (and, if applicable, Holdings may use such proceeds to pay dividends to SuperHoldings or make investments in SuperHoldings) to permit Holdings to purchase Holdings’ repurchase its common stock (or, if applicable, to permit SuperHoldings to purchase SuperHoldings’ common stock) or common stock options from present or former officers or employees, or the estate, heirs or legatees of such former officers or employees, of Holdings, the Borrower or any of their respective Subsidiaries upon the death, disability or termination of employment of such officer or employee, and (ii) SuperHoldings and Holdings may pay principal and interest on the Indebtedness permitted by Section 7.2(l), and the Borrower may pay dividends to Holdings or make investments in Holdings (and, if applicable, Holdings may use such proceeds to pay dividends to SuperHoldings or make investments in SuperHoldings) to permit Holdings to (or, if applicable, to permit SuperHoldings to) pay principal and interest on the Indebtedness permitted by Section 7.2(l), provided, that the aggregate amount of payments under this paragraph (d) after the Closing Date shall not exceed $1,000,000 per annum and $2,000,000 in the aggregate, net of any cash proceeds received by Holdings (or, if applicable, SuperHoldings) and contributed to the Borrower in connection with resales of any common stock or common stock options so purchased; (e) so long as no Default or Event of Default shall have occurred and be continuing after giving effect thereto, SuperHoldings or Holdings may make any Restricted Payment permitted by Section 7.2(l) at fair market value in an aggregate amount not to exceed $1,000,000; provided that Restricted Payments in an aggregate amount in excess of $1,000,000 may be made so long as both immediately before 500,000 during the 1998 and immediately after giving pro forma effect to such Restricted Payment, (i) the Consolidated Fixed Charge Coverage Ratio for the Test Period in effect at the time such Restricted Payment is made is at least 1.20 to 1.00 (determined on a Pro Forma Basis in respect 1999 fiscal years of the Test Period in effect at such time) Borrower and (ii) Availability shall not be less than 25% $750,000 during the 2000 fiscal year of the Total Revolving Credit Commitments; and (f) so long as no Default or Event of Default shall have occurred and be continuing after giving effect thereto, SuperHoldings or any of its Subsidiaries may purchase Capital Stock of SuperHoldings pursuant to SuperHoldings’ restricted stock plan provided that the aggregate purchase price for such Capital Stock (inclusive of reimbursement amounts in respect of Taxes) shall not exceed $5,000,000Borrower.

Limitation on Dividends. Declare or pay any dividend (other than dividends payable solely in common stock of the Person making such dividend) on, or make any payment on account of, or set apart assets for a sinking or other analogous fund for, the purchase, redemption, defeasance, retirement or other acquisition of, any shares of any class of Capital Stock of SuperHoldings, Holdings, the Borrower or any of their respective Subsidiaries or any warrants or options to purchase any such Capital Stock, whether now or hereafter outstanding, or make any other distribution in respect thereof, either directly or indirectly, whether in cash or property or in obligations of Holdings, the Borrower or any of their respective Subsidiaries (collectively, “"Restricted Payments”"), except that: (a) any Subsidiary of the Borrower may make Restricted Payments to the Borrower or any Wholly Owned Subsidiary Guarantor (and if such Subsidiary is not a Wholly Owned Subsidiary of the Borrower, to its other holders of Capital Stock on a pro rata basis, provided that any such Restricted Payment to such other holders of Capital Stock be attributable only to cash flows of such Subsidiary); (b) so long as no Default or Event of Default shall have occurred and be continuing after giving effect to the payment of any such dividend or investment, the Borrower may pay dividends to Holdings or make investments in Holdings to permit Holdings to pay scheduled cash interest payments on the Holdings Discount Notes or any refinancing thereof permitted by Section 7.2(h)(ii)) and, if still outstanding, on the Existing Holdings Discount Debentures) or to permit Holdings to make any payments permitted by Section 7.8(a)(ii7.9(a)(ii) in an amount not to exceed the amount of interest required to be paid in cash by the terms of the Holdings Discount Notes Indenture or any refinancing thereof permitted by Section 7.2(h)(ii) or the amount of such payment made pursuant to Section 7.8(a)(ii7.9(a)(ii), as applicable; (c) the Borrower may pay dividends to Holdings or make investments in Holdings to permit Holdings, and Holdings may pay dividends to SuperHoldings or make investments in SuperHoldings to permit SuperHoldings, to (i) pay corporate overhead expenses incurred in the ordinary course of business not to exceed $250,000 in any fiscal year and (ii) pay any taxes which are due and payable by SuperHoldings, Holdings and the Borrower as part of a consolidated group; (d) so long as no Default or Event of Default shall have occurred and be continuing, (i) the Borrower may pay dividends to Holdings or make investments in Holdings (and, if applicable, Holdings may use such proceeds to pay dividends to SuperHoldings or make investments in SuperHoldings) to permit Holdings to purchase Holdings’ ' common stock (or, if applicable, to permit SuperHoldings to purchase SuperHoldings’ SuperHolding's common stock) or common stock options from present or former officers or employees, or the estate, heirs or legatees of such former officers or employees, of Holdings, the Borrower or any of their respective Subsidiaries upon the death, disability or termination of employment of such officer or employee, and (ii) SuperHoldings and Holdings may pay principal and interest on the Indebtedness permitted by Section 7.2(l), and the Borrower may pay dividends to Holdings or make investments in Holdings (and, if applicable, Holdings may use such proceeds to pay dividends to SuperHoldings or make investments in SuperHoldings) to permit Holdings to (or, if applicable, to permit SuperHoldings to) pay principal and interest on the Indebtedness permitted by Section 7.2(l), provided, that the aggregate amount of payments under this paragraph (d) after the Closing Date shall not exceed $1,000,000 per annum and $2,000,000 in the aggregate, net of any cash proceeds received by Holdings (or, if applicable, SuperHoldings) and contributed to the Borrower in connection with resales of any common stock or common stock options so purchased; (e) so long as no Default SuperHoldings, Holdings, the Borrower or Event any Subsidiary of Default shall have occurred and the foregoing may make any Restricted Payment required to be continuing after giving effect thereto, made on or prior to the Closing Date pursuant to the Merger Agreement; and (f) SuperHoldings or Holdings may make any Restricted Payment permitted by Section 7.2(l) in an aggregate amount not to exceed $1,000,000; provided that Restricted Payments in an aggregate amount in excess of $1,000,000 may be made so long as both immediately before and immediately after giving pro forma effect to such Restricted Payment, (i) the Consolidated Fixed Charge Coverage Ratio for the Test Period in effect at the time such Restricted Payment is made is at least 1.20 to 1.00 (determined on a Pro Forma Basis in respect of the Test Period in effect at such time) and (ii) Availability shall not be less than 25% of the Total Revolving Credit Commitments; and (f) so long as no Default or Event of Default shall have occurred and be continuing after giving effect thereto, SuperHoldings or any of its Subsidiaries may purchase Capital Stock of SuperHoldings pursuant to SuperHoldings’ restricted stock plan provided that the aggregate purchase price for such Capital Stock (inclusive of reimbursement amounts in respect of Taxes) shall not exceed $5,000,000).

Limitation on Dividends. Declare or pay any dividend (other than dividends payable solely in common stock of the Person making such dividendPerson) on, or make any payment on account of, or set apart assets for a sinking or other analogous fund for, the purchase, redemption, defeasance, retirement or other acquisition of, any shares of any class of Capital Stock of SuperHoldings, Holdings, the Borrower or any of their respective Subsidiaries such Person or any warrants or options to purchase any such Capital Stock, whether now or hereafter outstanding, or make any other distribution in respect thereof, either directly or indirectly, whether in cash or property or in obligations of Holdings, the Borrower Holdings or any of their respective Subsidiaries (collectively, “Restricted Payments”), except that: (a) any Subsidiary of the Borrower may make Restricted Payments to the Borrower or any Wholly Owned Subsidiary Guarantor (and Holdings, except that if such Subsidiary is not a Wholly Owned Subsidiary of the Borrower, to its other holders of Capital Stock on a pro rata basis, provided that any such Restricted Payment to such other holders of Capital Stock be attributable only to cash flows of such Subsidiary); (b) so long as no Default or Event of Default shall have occurred exists or would reasonably be expected to be caused thereby (i) Subsidiaries of Holdings may declare and be continuing after giving effect to the payment of any such dividend or investment, the Borrower may pay dividends to Holdings or make investments in Holdings (to permit Holdings the extent necessary to pay scheduled cash interest payments on on, or redeem, the Holdings Discount Notes or any refinancing thereof permitted by Section 7.2(h)(ii)) TIDES Debentures or to permit cover operating expenses of Holdings) and other shareholders of such Subsidiaries and the TIDES Trust may redeem the TIDES as contemplated by the TIDES Declaration of Trust, (ii) Holdings to make any payments permitted by Section 7.8(a)(ii) in an amount not to exceed may repurchase or redeem shares of Holdings common stock from its employees and former employees so long as the aggregate amount of interest required all such repurchases since the Closing Date does not exceed $7,500,000, (iii) Holdings may make open market repurchases of shares of Holdings common stock so long as the aggregate amount of all such repurchases since the Closing Date does not exceed $25,000,000, (iv) Holdings may declare or pay dividends on and make mandatory stock repurchases (pursuant to be paid in cash by the terms of the Holdings Discount Notes Indenture or any refinancing thereof permitted by Section 7.2(h)(iiapplicable certificate of designation) or the amount of such payment made pursuant to Section 7.8(a)(ii), as applicable; (c) the Borrower may pay dividends to Holdings or make investments in Holdings to permit Holdings, and Holdings may pay dividends to SuperHoldings or make investments in SuperHoldings to permit SuperHoldings, to (i) pay corporate overhead expenses incurred in the ordinary course of business not to exceed $250,000 in any fiscal year and (ii) pay any taxes which are due and payable by SuperHoldings, Holdings and the Borrower as part of a consolidated group; (d) so long as no Default or Event of Default shall have occurred and be continuing, (i) the Borrower may pay dividends to Holdings or make investments in Holdings (andits preferred stock, if applicable, Holdings may use such proceeds to pay dividends to SuperHoldings or make investments in SuperHoldings) to permit Holdings to purchase Holdings’ common stock (or, if applicable, to permit SuperHoldings to purchase SuperHoldings’ common stock) or common stock options from present or former officers or employees, or the estate, heirs or legatees of such former officers or employees, of Holdings, the Borrower or any of their respective Subsidiaries upon the death, disability or termination of employment of such officer or employeeany, and (iiv) SuperHoldings and Holdings may pay principal and interest on the Indebtedness permitted by Section 7.2(l), and the Borrower may declare or pay dividends to on shares of Holdings or make investments in Holdings (andcommon stock, if applicable, Holdings may use such proceeds to pay dividends to SuperHoldings or make investments in SuperHoldings) to permit Holdings to (or, if applicable, to permit SuperHoldings to) pay principal and interest on the Indebtedness permitted by Section 7.2(l), provided, provided that the aggregate amount of such declarations or payments under pursuant to this paragraph clause (dv) above does not exceed 25% of the Consolidated Net Income of Holdings for the period (taken as one accounting period) from the beginning of the first fiscal quarter commencing after the Closing Date shall not exceed $1,000,000 per annum and $2,000,000 in the aggregate, net of any cash proceeds received by Holdings (or, if applicable, SuperHoldings) and contributed to the Borrower in connection with resales end of any common stock Holdings' most recently ended fiscal quarter for which financial statements have been delivered to the Agent and the Lenders pursuant to subsection 10.1 at or common stock options so purchased; (e) so long as no Default or Event of Default shall have occurred and be continuing after giving effect thereto, SuperHoldings or Holdings may make any Restricted Payment permitted by Section 7.2(l) in an aggregate amount not prior to exceed $1,000,000; provided that Restricted Payments in an aggregate amount in excess of $1,000,000 may be made so long as both immediately before and immediately after giving pro forma effect to such Restricted Payment, (i) the Consolidated Fixed Charge Coverage Ratio for the Test Period in effect at the time of such Restricted Payment is made is at least 1.20 to 1.00 (determined on a Pro Forma Basis in respect of the Test Period in effect at such time) and (ii) Availability shall not be less than 25% of the Total Revolving Credit Commitments; and (f) so long as no Default declaration or Event of Default shall have occurred and be continuing after giving effect thereto, SuperHoldings or any of its Subsidiaries may purchase Capital Stock of SuperHoldings pursuant to SuperHoldings’ restricted stock plan provided that the aggregate purchase price for such Capital Stock (inclusive of reimbursement amounts in respect of Taxes) shall not exceed $5,000,000payment.

Limitation on Dividends. Declare or pay any dividend (other than dividends payable solely in common stock of the Person making such dividend) on, or make any payment on account of, or set apart assets for a sinking or other analogous fund for, the purchase, redemption, defeasance, retirement or other acquisition of, any shares of any class of Capital Stock of SuperHoldings, Holdings, the Borrower or any of their respective Subsidiaries Subsidiary or any warrants or options to purchase any such Capital Stock, whether now or hereafter outstanding, or make any other distribution in respect thereof, either directly or indirectly, whether in cash or property or in obligations of Holdings, the Borrower or any of their respective Subsidiaries Subsidiary (collectively, “"Restricted Payments”"), except that: (a) any Subsidiary of the Borrower may make Restricted Payments to the Borrower or any Wholly Owned Subsidiary Guarantor (and if such Subsidiary is not a Wholly Owned Subsidiary of the Borrower, to its other holders of Capital Stock on a pro rata basis, provided that any such Restricted Payment to such other holders of Capital Stock be attributable only to cash flows of such Subsidiary)Guarantor; (b) so long as no Default or Event of Default shall have occurred and be continuing after giving effect to the payment of any such dividend or investment, the Borrower may pay dividends to Holdings or make investments Restricted Payments in Holdings to permit Holdings to pay scheduled cash interest payments on the Holdings Discount Notes or any refinancing thereof permitted by Section 7.2(h)(ii)) or to permit Holdings to make any payments permitted by Section 7.8(a)(ii) respect of Partner Taxes in an amount not to exceed the amount of interest required to be paid in cash by the terms respect of the Holdings Discount Notes Indenture or any refinancing thereof permitted by Section 7.2(h)(ii) or the amount of such payment made pursuant to Section 7.8(a)(ii), as applicableBorrower and its Subsidiaries; (c) the Borrower may pay dividends to Holdings or make investments in Holdings to permit Holdings, and Holdings may pay dividends to SuperHoldings or make investments in SuperHoldings to permit SuperHoldings, to (i) pay corporate overhead expenses incurred in the ordinary course of business not to exceed $250,000 in any fiscal year and (ii) pay any taxes which are due and payable by SuperHoldings, Holdings and the Borrower as part of a consolidated group; (d) so long as no Default or Event of Default shall have occurred and be continuing, (i) and, if for any fiscal year of the Borrower commencing with the fiscal year ending December 31, 1998, there shall be Excess Cash Flow, the Borrower may pay dividends make Restricted Payments in cash to Holdings or make investments Xxxxx-Xxxxx on the relevant Excess Cash Flow Application Date in Holdings (and, if applicable, Holdings may use such proceeds an amount not to pay dividends to SuperHoldings or make investments in SuperHoldings) to permit Holdings to purchase Holdings’ common stock (or, if applicable, to permit SuperHoldings to purchase SuperHoldings’ common stock) or common stock options from present or former officers or employees, or the estate, heirs or legatees exceed 50% of such former officers or employeesExcess Cash Flow, of Holdings, provided that on the Borrower or any of their respective Subsidiaries upon the death, disability or termination of employment date of such officer or employee, and (ii) SuperHoldings and Holdings may pay principal and interest on the Indebtedness permitted by Section 7.2(l), and the Borrower may pay dividends to Holdings or make investments in Holdings (and, if applicable, Holdings may use such proceeds to pay dividends to SuperHoldings or make investments in SuperHoldings) to permit Holdings to (or, if applicable, to permit SuperHoldings to) pay principal and interest on the Indebtedness permitted by Section 7.2(l), provided, that the aggregate amount of payments under this paragraph payment Total Committed Debt is less than $145,000,000; (d) the payment of a distribution by the Borrower on or after the Closing Date for Xxxxx-Xxxxx to recover expenses incurred in connection with the Transactions (as defined in this Agreement and the Timberlands Credit Agreement) and related financings; provided that such distribution shall not exceed $1,000,000 per annum and $2,000,000 in the aggregate, net of any cash proceeds received by Holdings (or, if applicable, SuperHoldings) and contributed to the Borrower in connection with resales of any common stock or common stock options so purchased;2,000,000; and (e) so long as no Default the payment of a distribution by the Borrower on or Event of Default shall have occurred and be continuing after giving effect thereto, SuperHoldings or Holdings may make any Restricted Payment permitted by Section 7.2(l) the Closing Date to Xxxxx-Xxxxx in an aggregate amount not equal to exceed $1,000,000the total federal, state, local and foreign tax liabilities of Xxxxx-Xxxxx, Xxxxx Xxxxx and Xxxxxx Xxxxx arising as a result of their direct and indirect ownership of equity interests in Bear Island Paper Company, L.P. during the first eleven months of 1997, as calculated by the Borrower's Vice President of Finance and recalculated by the Borrower's independent accountants; provided provided, however, that Restricted Payments in an aggregate the amount in excess of $1,000,000 may be made so long as both immediately before and immediately after giving pro forma effect to such Restricted Payment, (i) the Consolidated Fixed Charge Coverage Ratio for the Test Period in effect at the time such Restricted Payment is made is at least 1.20 to 1.00 (determined on a Pro Forma Basis in respect of the Test Period in effect at such time) and (ii) Availability shall not be less than 25% of the Total Revolving Credit Commitments; and (f) so long as no Default or Event of Default shall have occurred and be continuing after giving effect thereto, SuperHoldings or any of its Subsidiaries may purchase Capital Stock of SuperHoldings payment pursuant to SuperHoldings’ restricted stock plan provided that the aggregate purchase price for such Capital Stock (inclusive of reimbursement amounts in respect of Taxes) this paragraph shall not exceed $5,000,000the product of the taxable income of Bear Island Paper Company, L.P. multiplied by the highest combined marginal federal, state and local tax rates applicable to the type of entity or individuals with respect to the taxes of which the payment is to be made pursuant to this clause 6.6(e) in the United States during 1997.

Limitation on Dividends. Declare or pay any dividend (other than dividends payable solely in common stock on any shares of the Person making such dividend) on----------------------- any class of Capital Stock, or make any payment on account of, or set apart assets for a sinking or other analogous fund for, the purchase, redemption, defeasance, retirement or other acquisition of, of any shares of any class of Capital Stock of SuperHoldingsStock, Holdings, the Borrower or any of their respective Subsidiaries or any warrants or options to purchase any such Capital Stock, whether now or hereafter outstanding, or make any other distribution in respect thereof, either directly or indirectly, whether in cash or property or in obligations of Holdings, the Borrower Company or any of their respective Subsidiaries (collectively, “Restricted Payments”), its Subsidiaries; except that: (a) any Subsidiary of the Borrower (i) Subsidiaries may make Restricted Payments pay dividends or distributions to the Borrower Company or any Wholly Owned to Domestic Subsidiaries (other than Encumbered Subsidiaries) which are directly or indirectly wholly owned by the Company, (ii) Subsidiaries may pay dividends or distributions to Encumbered Subsidiaries that (directly or through a series of dividends or distributions) promptly pay such dividends or distributions to the Company or a Domestic Subsidiary Guarantor (other than an Encumbered Subsidiary) and if such Subsidiary is not a Wholly Owned Subsidiary of the Borrower, (iii) Encumbered Subsidiaries may pay dividends or distributions to its other holders of Capital Stock on a pro rata basis, provided that any such Restricted Payment to such other holders of Capital Stock be attributable only to cash flows of such Subsidiary)Encumbered Subsidiaries; (b) so long the Company may pay or make dividends or distributions to any holder of its Capital Stock in the form of additional shares of Capital Stock of the same class and type; (c) the Company may repurchase Capital Stock of the Company owned by former, present or future employees of the Company or its Subsidiaries or their assigns, estates and heirs, provided that the aggregate amount expended by the -------- Company pursuant to this clause (c) shall not in the aggregate exceed (i) $5,000,000 in any fiscal year or (ii) $10,000,000 during the term of this Agreement, plus any amounts contributed to the Company as a result of resales of such repurchased shares of Capital Stock; (d) the Company may after the fifth anniversary of the date of the issuance thereof make scheduled payments or dividends on the Preferred Stock when due at a rate per annum no greater than the rate per annum applicable to such Preferred Stock on the original date of issuance thereof, to the extent required to be paid in cash, provided that no Default or Event of Default shall -------- have occurred and be continuing after giving effect to the payment of any such dividend or investment, the Borrower may pay dividends to Holdings or make investments in Holdings to permit Holdings to pay scheduled cash interest payments on the Holdings Discount Notes or any refinancing thereof permitted by Section 7.2(h)(ii)) or to permit Holdings to make any payments permitted by Section 7.8(a)(ii) in an amount not to exceed the amount of interest required to be paid in cash by the terms of the Holdings Discount Notes Indenture or any refinancing thereof permitted by Section 7.2(h)(ii) or the amount of such payment made pursuant to Section 7.8(a)(ii), as applicable; (c) the Borrower may pay dividends to Holdings or make investments in Holdings to permit Holdings, and Holdings may pay dividends to SuperHoldings or make investments in SuperHoldings to permit SuperHoldings, to (i) pay corporate overhead expenses incurred in the ordinary course of business not to exceed $250,000 in any fiscal year and (ii) pay any taxes which are due and payable by SuperHoldings, Holdings and the Borrower as part of a consolidated group; (d) so long as no Default or Event of Default shall have occurred and be continuing, (i) the Borrower may pay dividends to Holdings or make investments in Holdings (and, if applicable, Holdings may use such proceeds to pay dividends to SuperHoldings or make investments in SuperHoldings) to permit Holdings to purchase Holdings’ common stock (or, if applicable, to permit SuperHoldings to purchase SuperHoldings’ common stock) or common stock options from present or former officers or employees, or the estate, heirs or legatees of such former officers or employees, of Holdings, the Borrower or any of their respective Subsidiaries upon the death, disability or termination of employment of such officer or employee, and (ii) SuperHoldings and Holdings may pay principal and interest on the Indebtedness permitted by Section 7.2(l), and the Borrower may pay dividends to Holdings or make investments in Holdings (and, if applicable, Holdings may use such proceeds to pay dividends to SuperHoldings or make investments in SuperHoldings) to permit Holdings to (or, if applicable, to permit SuperHoldings to) pay principal and interest on the Indebtedness permitted by Section 7.2(l), provided, that the aggregate amount of payments under this paragraph (d) after the Closing Date shall not exceed $1,000,000 per annum and $2,000,000 in the aggregate, net of any cash proceeds received by Holdings (or, if applicable, SuperHoldings) and contributed to the Borrower in connection with resales of any common stock or common stock options so purchasedwould result therefrom; (e) so long the Company may redeem Preferred Stock with the proceeds of issuances of common stock and preferred stock as no Default or Event of Default shall have occurred and be continuing after giving effect thereto, SuperHoldings or Holdings may make any Restricted Payment permitted by Section 7.2(l) referred to in an aggregate amount not to exceed $1,000,000; provided that Restricted Payments in an aggregate amount in excess of $1,000,000 may be made so long as both immediately before and immediately after giving pro forma effect to such Restricted Payment, (i) the Consolidated Fixed Charge Coverage Ratio for the Test Period in effect at the time such Restricted Payment is made is at least 1.20 to 1.00 (determined on a Pro Forma Basis in respect of the Test Period in effect at such time) and (ii) Availability shall not be less than 25% of the Total Revolving Credit Commitmentssubsection 3.4(b)(i); and (f) so long the Company may redeem preferred stock with the proceeds of issuances of other preferred stock as no Default referred to in subsection 3.4(b)(i) and/or with the proceeds of Indebtedness issued as permitted by subsection 7.1(h) or Event of Default shall have occurred and be continuing after giving effect thereto, SuperHoldings or any of its Subsidiaries may purchase Capital Stock of SuperHoldings pursuant to SuperHoldings’ restricted stock plan provided that the aggregate purchase price for such Capital Stock (inclusive of reimbursement amounts in respect of Taxes) shall not exceed $5,000,0007.1(n).

Limitation on Dividends. Declare or pay any dividend (other than dividends payable solely in common stock of the Person making such dividendParent Borrower or options, warrants or other rights to purchase common stock of the Parent Borrower) on, or make any payment on account of, or set apart assets for a sinking or other analogous fund for, the purchase, redemption, defeasance, retirement or other acquisition of, any shares of any class of Capital Stock of SuperHoldings, Holdings, the Parent Borrower or any of their respective Subsidiaries or any warrants or options to purchase any such Capital Stock, whether now or hereafter outstanding, or make any other distribution (other than distributions payable solely in common stock of the Parent Borrower or options, warrants or other rights to purchase common stock of the Parent Borrower) in respect thereof, either directly or indirectly, whether in cash or property or in obligations of Holdings, the Borrower or any of their respective Subsidiaries (collectively, “Restricted Payments”)Parent Borrower, except that: (a) the Parent Borrower may pay cash dividends in an amount sufficient to allow Investors, Holding or Small FSHCo to pay expenses (other than taxes) incurred in the ordinary course of business; provided that, if Investors shall own any Subsidiary material assets other than the Capital Stock of Holding or other assets, relating to the ownership interest of Investors in Holding or Subsidiaries of Holding, such cash dividends with respect to Investors shall be limited to the reasonable and proportional share, as determined by the Parent Borrower in its reasonable discretion, of such expenses incurred by Investors relating or allocable to its ownership interest in Holding and such other related assets; provided, further, that, if Holding shall own any material assets other than the Capital Stock of the Parent Borrower may make Restricted Payments and Small FSHCo or other assets relating to the Borrower ownership interest of Holding in the Parent Borrower, Small FSHCo or any Wholly Owned Subsidiary Guarantor (and if such Subsidiary is not a Wholly Owned Subsidiary Subsidiaries of the Parent Borrower, such cash dividends with respect to Holding shall be limited to the reasonable and proportional share, as determined by the Parent Borrower in its reasonable discretion, of such expenses incurred by Holding relating or allocable to its other holders of Capital Stock on a pro rata basisownership interest in the Parent Borrower, provided that any such Restricted Payment to Small FSHCo and such other holders of Capital Stock be attributable only to cash flows of such Subsidiary)related assets; (b) so long as no Default or Event of Default shall have occurred and be continuing after giving effect to the payment of any such dividend or investment, the Parent Borrower may pay cash dividends to Holdings or make investments in Holdings to permit Holdings to pay scheduled cash interest payments on the Holdings Discount Notes or any refinancing thereof permitted by Section 7.2(h)(ii)) or to permit Holdings to make any payments permitted by Section 7.8(a)(ii) in an amount not sufficient to exceed cover reasonable and necessary expenses (including professional fees and expenses) (other than taxes) incurred by Investors, Holding or Small FSHCo in connection with (a) registration, public offerings and exchange listing of equity or debt securities and maintenance of the amount same, (b) compliance with reporting obligations under, or in connection with compliance with, federal or state laws or under this Agreement or any of the other Loan Documents and (c) indemnification and reimbursement of directors, officers and employees in respect of liabilities relating to their serving in any such capacity, or obligations in respect of director and officer insurance (including premiums therefor); provided that, in the case of sub-clause (a) above, if Investors shall own any material assets other than the Capital Stock of Holding or other assets relating to the ownership interest required of Investors in Holding or its Subsidiaries, with respect to Investors such cash dividends shall be paid in cash limited to the reasonable and proportional share, as determined by the terms Parent Borrower in its reasonable discretion, of such expenses incurred by Investors relating or allocable to its ownership interest in Holding and such other assets; provided, further, that, in the case of sub-clause (a) above, if Holding shall own any material assets other than the Capital Stock of the Holdings Discount Notes Indenture Parent Borrower and Small FSHCo or any refinancing thereof permitted other assets relating to the ownership interest of Holding in the Parent Borrower or Subsidiaries of the Parent Borrower and Small FSHCo, such cash dividends with respect to Holding shall be limited to the reasonable and proportional share, as determined by Section 7.2(h)(ii) or the amount Parent Borrower in its reasonable discretion, of such payment made pursuant expenses incurred by Holding relating or allocable to Section 7.8(a)(ii)its ownership interest in the Parent Borrower, as applicableSmall FSHCo and such other related assets; (c) the Parent Borrower may pay dividends to Holdings or make investments in Holdings to permit Holdingspay, and Holdings may pay dividends to SuperHoldings or make investments in SuperHoldings to permit SuperHoldingswithout duplication, to (i) cash dividends to Holding in an amount equal to (x)(A) the taxes Holding is required to pay corporate overhead expenses incurred to any taxing authority and (B) the amounts due from Holding in accordance with the Tax Sharing Agreement, (y) the taxes Small FSHCo is required to pay to any taxing authority and (z) (A) the amount of taxes Investors is required to pay to any taxing authority and (B) the amounts due from Investors in accordance with the Tax Sharing Agreement (provided that, if Investors shall own any material asset other than the Capital Stock of Holding (or other assets relating to the ownership interest of Investors in Holding or Subsidiaries of Holding), taxes calculated under clause (z)(A) above, other than taxes relating to its being incorporated or having Capital Stock outstanding, shall be limited to the reasonable and proportional share, as determined by the Parent Borrower in its reasonable discretion, of such taxes (for this purpose, giving effect to payments in respect of taxes received by Investors under preceding clause (z)(B) and/or following clause (ii)) and provided, further, that, if Holding shall own any material asset other than the Capital Stock of the Parent Borrower and Small FSHCo (or other assets relating to the ownership interest of Holding in Parent Borrower or Subsidiaries of the Parent Borrower), taxes calculated under clause (x)(A) above, other than taxes relating to its being incorporated or having Capital Stock outstanding, shall be limited to the reasonable and proportional share, as determined by the Parent Borrower in its reasonable discretion, of such taxes (for this purpose, giving effect to payments in respect of taxes received by Holding under preceding clause (x)(B) and/or following clause (ii)) payable by or on behalf of Holding relating or allocable to its ownership interest in the ordinary course of business not to exceed $250,000 in any fiscal year Parent Borrower, Small FSHCo and such other assets) and (ii) pay any to Holding and Investors all amounts due from the Parent Borrower to Holding and Investors, respectively, in accordance with the terms of the Tax Sharing Agreement (for the purposes of this subsection 8.7(c), the term “taxes” shall include additions to taxes which are due and payable by SuperHoldings, Holdings interest on and the Borrower as part of a consolidated grouppenalties with respect to taxes); (d) so long as no Default or Event of Default shall have occurred and be continuing, (i) the Parent Borrower may pay cash dividends in an amount sufficient to Holdings allow Investors or make investments Holding to repurchase shares of its Capital Stock or rights, options or units in Holdings (and, if applicable, Holdings may use such proceeds to pay dividends to SuperHoldings or make investments in SuperHoldings) to permit Holdings to purchase Holdings’ common stock (or, if applicable, to permit SuperHoldings to purchase SuperHoldings’ common stock) or common stock options respect thereof from present any Management Investors or former officers or employees, or the estate, heirs or legatees of such former officers or employees, of Holdings, the Borrower Management Investors (or any of their respective Subsidiaries upon heirs, successors, assigns, legal representatives or estates), or as otherwise contemplated by any Management Subscription Agreements, for an aggregate purchase price not to exceed $10,000,000 from and after the deathClosing Date; provided that such amount shall be increased by (i) an amount equal to $3,000,000 on each anniversary of the Closing Date, disability or termination commencing on the first anniversary of employment of such officer or employeethe Closing Date, and (ii) SuperHoldings and Holdings may pay principal and interest on an amount equal to the Indebtedness permitted by Section 7.2(l), and the Borrower may pay dividends to Holdings or make investments in Holdings (and, if applicable, Holdings may use such proceeds to Holding (whether received by it directly or from Investors or applied to pay dividends Investors Expenses) of any resales or new issuances of shares and options to SuperHoldings or make investments in SuperHoldings) any Management Investors, at any time after the initial issuances to permit Holdings to (orany Management Investors, if applicable, to permit SuperHoldings to) pay principal and interest on the Indebtedness permitted by Section 7.2(l), provided, that together with the aggregate amount of payments under this paragraph (d) after the Closing Date shall not exceed $1,000,000 per annum and $2,000,000 in the aggregate, net of any cash proceeds received deferred compensation owed by Holdings (or, if applicable, SuperHoldings) and contributed to the Borrower in connection with resales of any common stock or common stock options so purchased; (e) so long as no Default or Event of Default shall have occurred and be continuing after giving effect thereto, SuperHoldings or Holdings may make any Restricted Payment permitted by Section 7.2(l) in an aggregate amount not to exceed $1,000,000; provided that Restricted Payments in an aggregate amount in excess of $1,000,000 may be made so long as both immediately before and immediately after giving pro forma effect to such Restricted Payment, (i) the Consolidated Fixed Charge Coverage Ratio for the Test Period in effect at the time such Restricted Payment is made is at least 1.20 to 1.00 (determined on a Pro Forma Basis in respect of the Test Period in effect at such time) and (ii) Availability shall not be less than 25% of the Total Revolving Credit Commitments; and (f) so long as no Default or Event of Default shall have occurred and be continuing after giving effect thereto, SuperHoldings Holding or any of its Subsidiaries to any Management Investor that shall thereafter have been cancelled, waived or exchanged at any time after the initial issuances to any thereof in connection with the grant to such Management Investor of the right to receive or acquire shares of Investors’, or Holding’s Capital Stock; and (e) the Parent Borrower may purchase Capital Stock of SuperHoldings pursuant pay cash dividends in an amount sufficient to SuperHoldings’ restricted stock plan provided that allow Holding and Small FSHCo to pay all fees and expenses incurred in connection with the aggregate purchase price for such Capital Stock (inclusive of reimbursement amounts Transactions and the other transactions expressly contemplated by this Agreement and the other Loan Documents, and to allow Holding to perform its obligations under or in respect of Taxes) shall not exceed $5,000,000connection with the Loan Documents to which it is a party.

Limitation on Dividends. Declare or pay any dividend (other than dividends payable solely in common stock on any shares of the Person making such dividend) onany class of Capital Stock, or make any payment on account of, or set apart assets for a sinking or other analogous fund for, the purchase, redemption, defeasance, retirement or other acquisition of, of any shares of any class of Capital Stock of SuperHoldingsStock, Holdings, the Borrower or any of their respective Subsidiaries or any warrants or options to purchase any such Capital Stock, whether now or hereafter outstanding, or make any other distribution in respect thereof, either directly or indirectly, whether in cash or property or in obligations of Holdings, the Borrower Bermuda Holdings or any of their respective Subsidiaries (collectively, “Restricted Payments”), its Subsidiaries; except that: (a) any Subsidiary of Subsidiaries may pay dividends or make similar distributions to Stratus Bermuda, the Borrower may make Restricted Payments or to Subsidiary Guarantors that are directly or indirectly wholly owned by Stratus Bermuda or the Borrower (or, in case of Foreign Subsidiaries, to the Borrower or any Wholly Owned Subsidiary Guarantor (and if such Subsidiary is not a Wholly Owned Subsidiary of Subsidiaries that are directly or indirectly wholly owned by the Borrower, ) or to its other holders of Capital Stock on a pro rata basis, provided that any such Restricted Payment to such other holders of Capital Stock be attributable only to cash flows employees of such Subsidiary)Subsidiaries as compensation in accordance with customary practice in the relevant foreign jurisdiction; (b) so long as no Default or Event of Default shall have occurred Bermuda Holdings and be continuing after giving effect to the payment of any such dividend or investment, the Borrower its Subsidiaries may pay dividends to Holdings or make investments dividends or distributions to any holder of its Capital Stock in Holdings to permit Holdings to pay scheduled cash interest payments on the Holdings Discount Notes or any refinancing thereof permitted by Section 7.2(h)(ii)) or to permit Holdings to make any payments permitted by Section 7.8(a)(ii) in an amount not to exceed the amount form of interest required to be paid in cash by the terms additional shares of Capital Stock of the Holdings Discount Notes Indenture or any refinancing thereof permitted by Section 7.2(h)(ii) or the amount of such payment made pursuant to Section 7.8(a)(ii), as applicablesame class and type; (c) Bermuda Holdings and its Subsidiaries may repurchase or provide the Borrower may pay dividends funds to Holdings or make investments in Bermuda Holdings to permit Holdingsrepurchase shares of Capital Stock of such Person owned by former, present or future employees of Bermuda Holdings and its Subsidiaries or their assigns, estates and heirs; provided that the aggregate amount expended by Bermuda Holdings may pay dividends and its Subsidiaries pursuant to SuperHoldings or make investments this clause (c) shall not in SuperHoldings to permit SuperHoldings, to the aggregate exceed (i) pay corporate overhead expenses incurred in the ordinary course of business not to exceed $250,000 3,000,000 in any fiscal year and (provided, however, that any unused amounts in any fiscal year may be carried forward to one or more future periods) or (ii) pay any taxes which are due and payable by SuperHoldings, Holdings and $7,000,000 during the Borrower as part term of a consolidated group; (d) so long as no Default or Event of Default shall have occurred and be continuing, (i) the Borrower may pay dividends to Holdings or make investments in Holdings (and, if applicable, Holdings may use such proceeds to pay dividends to SuperHoldings or make investments in SuperHoldings) to permit Holdings to purchase Holdings’ common stock (or, if applicable, to permit SuperHoldings to purchase SuperHoldings’ common stock) or common stock options from present or former officers or employees, or the estate, heirs or legatees of such former officers or employees, of Holdings, the Borrower or any of their respective Subsidiaries upon the death, disability or termination of employment of such officer or employee, and (ii) SuperHoldings and Holdings may pay principal and interest on the Indebtedness permitted by Section 7.2(l), and the Borrower may pay dividends to Holdings or make investments in Holdings (and, if applicable, Holdings may use such proceeds to pay dividends to SuperHoldings or make investments in SuperHoldings) to permit Holdings to (or, if applicable, to permit SuperHoldings to) pay principal and interest on the Indebtedness permitted by Section 7.2(l), provided, that the aggregate amount of payments under this paragraph (d) Agreement after the Closing Date shall not exceed $1,000,000 per annum (in each case plus the amount of net cash and $2,000,000 in the aggregate, net of any cash proceeds received by Bermuda Holdings and its Subsidiaries (ora) in respect of “key-man” life insurance, if applicable(b) from the issuance of Capital Stock by Bermuda Holdings to members of management of Bermuda Holdings and its Subsidiaries (except to the extent such net cash proceeds have been or are being applied for another purpose expressly provided for, SuperHoldingsand described in subsections 7.6(g) (to the extent funded with net cash proceeds described in clause (y) of the parenthetical therein), 7.6(i), 7.7 (to the extent funded with net cash proceeds described in clause (ii) of the proviso thereto), or 7.10(e)), and (c) any amounts contributed to the Borrower in connection with Bermuda Holdings and its Subsidiaries as a result of resales of any common stock or common stock options so purchasedsuch repurchased shares of Capital Stock); (ei) so long as no Default or Event of Default shall have occurred Stratus Bermuda and be continuing after giving effect thereto, SuperHoldings or Holdings its Subsidiaries may make any Restricted Payment permitted by Section 7.2(ldistributions to Bermuda Holdings or Stratus Bermuda to allow such Person to pay its operating and administrative expenses and other corporate overhead costs and expenses (including, without limitation, legal and accounting expenses and similar expenses) in an aggregate amount not to exceed $1,000,000; provided 2,000,000 per fiscal year (except that Restricted Payments in the amount of distributions for such actual costs and expenses shall not be limited after the occurrence of an aggregate amount in excess of $1,000,000 may be made so long as both immediately before and immediately after giving pro forma effect to such Restricted Payment, (i) the Consolidated Fixed Charge Coverage Ratio for the Test Period in effect at the time such Restricted Payment is made is at least 1.20 to 1.00 (determined on a Pro Forma Basis in respect of the Test Period in effect at such timeIPO by Bermuda Holdings) and (ii) Availability shall not be less Stratus Bermuda and its Subsidiaries may make distributions directly or indirectly to Bermuda Holdings in amounts equal to amounts required for Bermuda Holdings to pay taxes to the extent Bermuda Holdings is liable for such taxes and such taxes are attributable to the operations of Stratus Bermuda or Bermuda Holdings and its Subsidiaries; and (e) Bermuda Holdings may pay or make dividends or distributions to any holder of its Capital Stock, or purchase, redeem, retire or otherwise acquire Capital Stock in exchange for, or with the net cash proceeds from, the substantially concurrent sale of Capital Stock of Bermuda Holdings (other than 25% Capital Stock issued or sold to a Subsidiary of Bermuda Holdings) or a substantially concurrent cash capital contribution received by Bermuda Holdings from its shareholders (except to the extent such net cash proceeds have been or are being applied for another purpose expressly provided for, and described in subsections 7.6(g) (to the extent funded with net cash proceeds described in clause (y) of the Total Revolving Credit Commitmentsparenthetical therein), 7.6(i), 7.7 (to the extent funded with net cash proceeds described in clause (ii) of the proviso thereto), or 7.10(c) (to the extent funded with net cash proceeds described in clause (b) of the parenthetical at the end of such subsection)); and (f) so long non-cash repurchases of equity interests of Bermuda Holdings deemed to occur as no Default a result of the surrender of such equity interests for cancellation in connection with the exercise of stock options or Event warrants as a result of Default shall have occurred and be continuing after giving effect thereto, SuperHoldings the payment of all or any a portion of its Subsidiaries may purchase Capital Stock the exercise price of SuperHoldings pursuant to SuperHoldings’ restricted stock plan provided that the aggregate purchase price for such Capital Stock (inclusive of reimbursement amounts in respect of Taxes) options or warrants shall not exceed $5,000,000be prohibited by this subsection 7.10.

Limitation on Dividends. Declare or pay any dividend (other than dividends payable solely in common stock on any shares of the Person making such dividend) onany class of Capital Stock, or make any payment on account of, or set apart assets for a sinking or other analogous fund for, the purchase, redemption, defeasance, retirement or other acquisition of, of any shares of any class of Capital Stock of SuperHoldingsStock, Holdings, the Borrower or any of their respective Subsidiaries or any warrants or options to purchase any such Capital Stock, whether now or hereafter outstanding, or make any other distribution in respect thereof, either directly or indirectly, whether in cash or property or in obligations of Holdings, the Bermuda Borrower or any of their respective Subsidiaries (collectively, “Restricted Payments”), its Subsidiaries; except that: (a) any Subsidiary of the Borrower Subsidiaries may make Restricted Payments pay dividends to the Borrowers or to Subsidiary Guarantors that are directly or indirectly wholly owned by a Borrower or any Wholly Owned Subsidiary Guarantor (and if such Subsidiary is not a Wholly Owned Subsidiary or, in case of the BorrowerForeign Subsidiaries, to its other holders of Capital Stock on the Borrowers or Subsidiaries that are directly or indirectly wholly owned by a pro rata basis, provided that any such Restricted Payment Borrower) or to such other holders of Capital Stock be attributable only to cash flows employees of such Subsidiary)Subsidiaries as compensation in accordance with customary practice in the relevant foreign jurisdiction; (b) so long as no Default or Event of Default shall have occurred the Bermuda Borrower and be continuing after giving effect to the payment of any such dividend or investment, the Borrower its Subsidiaries may pay dividends to Holdings or make investments dividends or distributions to any holder of its Capital Stock in Holdings to permit Holdings to pay scheduled cash interest payments on the Holdings Discount Notes or any refinancing thereof permitted by Section 7.2(h)(ii)) or to permit Holdings to make any payments permitted by Section 7.8(a)(ii) in an amount not to exceed the amount form of interest required to be paid in cash by the terms additional shares of Capital Stock of the Holdings Discount Notes Indenture or any refinancing thereof permitted by Section 7.2(h)(ii) or the amount of such payment made pursuant to Section 7.8(a)(ii), as applicablesame class and type; (c) the Bermuda Borrower and its Subsidiaries may pay dividends repurchase or provide the funds to Holdings or make investments in Bermuda Holdings to permit Holdingsrepurchase shares of Capital Stock of such Person owned by former, present or future employees of the Bermuda Borrower and Holdings may pay dividends its Subsidiaries or their assigns, estates and heirs; provided that the aggregate amount expended by the Bermuda Borrower and its Subsidiaries pursuant to SuperHoldings or make investments this clause (c) shall not in SuperHoldings to permit SuperHoldings, to the aggregate exceed (i) pay corporate overhead expenses incurred in the ordinary course of business not to exceed $250,000 6,000,000 in any fiscal year and or (ii) pay $12,000,000 during the term of this Agreement after the Closing Date, plus any taxes which are due amounts contributed to the Bermuda Borrower and payable by SuperHoldings, Holdings and the Borrower its Subsidiaries as part a result of a consolidated groupresales of such repurchased shares of Capital Stock; (d) so long as no Default or Event of Default shall have occurred and be continuing, (i) the Bermuda Borrower and its Subsidiaries may pay dividends make distributions to Holdings or make investments in Bermuda Holdings (and, if applicable, Holdings may use to allow such proceeds Person to pay dividends to SuperHoldings or make investments in SuperHoldings) to permit Holdings to purchase Holdings’ common stock its operating and administrative expenses and other corporate overhead costs and expenses (orincluding, if applicablewithout limitation, to permit SuperHoldings to purchase SuperHoldings’ common stock) or common stock options from present or former officers or employees, or the estate, heirs or legatees of such former officers or employees, of Holdings, the Borrower or any of their respective Subsidiaries upon the death, disability or termination of employment of such officer or employee, legal and (ii) SuperHoldings accounting expenses and Holdings may pay principal and interest on the Indebtedness permitted by Section 7.2(l), and the Borrower may pay dividends to Holdings or make investments in Holdings (and, if applicable, Holdings may use such proceeds to pay dividends to SuperHoldings or make investments in SuperHoldings) to permit Holdings to (or, if applicable, to permit SuperHoldings to) pay principal and interest on the Indebtedness permitted by Section 7.2(l), provided, that the aggregate amount of payments under this paragraph (d) after the Closing Date shall not exceed $1,000,000 per annum and $2,000,000 in the aggregate, net of any cash proceeds received by Holdings (or, if applicable, SuperHoldings) and contributed to the Borrower in connection with resales of any common stock or common stock options so purchased; (e) so long as no Default or Event of Default shall have occurred and be continuing after giving effect thereto, SuperHoldings or Holdings may make any Restricted Payment permitted by Section 7.2(lsimilar expenses) in an aggregate amount not to exceed $1,000,000; provided 2,400,000 per fiscal year (except that Restricted Payments in the amount of distributions for such actual costs and expenses shall not be limited after the occurrence of an aggregate amount in excess of $1,000,000 may be made so long as both immediately before and immediately after giving pro forma effect to such Restricted Payment, (i) the Consolidated Fixed Charge Coverage Ratio for the Test Period in effect at the time such Restricted Payment is made is at least 1.20 to 1.00 (determined on a Pro Forma Basis in respect of the Test Period in effect at such timeIPO by Bermuda Holdings) and (ii) Availability shall the Bermuda Borrower and its Subsidiaries may make distributions directly or indirectly to Holdings or Bermuda Holdings in amounts equal to amounts required for Bermuda Holdings to pay taxes to the extent Bermuda Holdings is liable for such taxes and such taxes are attributable to the operations of the Bermuda Borrower (or, prior to the Corporate Restructuring, HubCo) and its Subsidiaries; (e) the Bermuda Borrower and its Subsidiaries may pay or make dividends to repay Permitted Holdings Subordinated Debt in (i) an amount not be to exceed $10,000,000 in principal amount if the Total Net Leverage Ratio for the most recently ended four fiscal quarters for which financial statements are available immediately preceding the date on which such dividends are paid would have been less than 25% of 4.0 to 1.0 after giving effect to such payment or dividend and (ii) any amount if the Total Revolving Credit CommitmentsNet Leverage Ratio for the most recently ended four fiscal quarters for which financial statements are available immediately preceding the date on which such dividends are paid would have been less than 3.0 to 1.0 after giving effect to such payment or dividend; (f) the Bermuda Borrower and its Subsidiaries may pay dividends or distributions to Holdings and Bermuda Holdings to pay out-of-pocket expenses and legal fees incurred in connection with the Corporate Restructuring; and (fg) so long non-cash repurchases of equity interests of Bermuda Holdings deemed to occur as no Default a result of the surrender of such equity interests for cancellation in connection with the exercise of stock options or Event warrants as a result of Default shall have occurred and be continuing after giving effect thereto, SuperHoldings the payment of all or any a portion of its Subsidiaries may purchase Capital Stock the exercise price of SuperHoldings pursuant to SuperHoldings’ restricted stock plan provided that the aggregate purchase price for such Capital Stock (inclusive of reimbursement amounts in respect of Taxes) options or warrants shall not exceed $5,000,000be prohibited by this Section 8.11.

Limitation on Dividends. Declare The Borrower shall not, and shall not permit any of its Subsidiaries to (a) if a corporation, declare or pay any dividend (other than dividends payable solely in common stock of the Person making such dividendBorrower or its Subsidiaries) on, or make any payment on account of, or set apart assets for a sinking or other analogous fund for, the purchase, redemption, defeasance, retirement or other acquisition of, any shares of any class of Capital Stock of SuperHoldings, Holdings, the Borrower or any of their respective its Subsidiaries or any warrants or options to purchase any such Capital Stock, whether now or hereafter outstanding, and (b) if a partnership or a limited liability company, make any distribution with respect to the ownership interests therein, or, in either case, any other distribution in respect thereof, either directly or indirectly, whether in cash or property or in obligations of Holdings, the Borrower or any of their respective Subsidiaries Subsidiary (collectivelysuch declarations, “payments, setting apart, purchases, redemptions, defeasance, retirements, acquisitions and distributions being herein called "Restricted Payments”"), except that: that (ai) any Subsidiary of the Borrower (other than WTAC) may make Restricted Payments to the Borrower or to any Wholly Owned Subsidiary Guarantor (and if such Subsidiary is not a other Wholly Owned Subsidiary of the BorrowerBorrower and (ii) commencing February 1, to its other holders of Capital Stock on a pro rata basis, provided that any such Restricted Payment to such other holders of Capital Stock be attributable only to cash flows of such Subsidiary); (b) so long as no Default or Event of Default shall have occurred and be continuing after giving effect to the payment of any such dividend or investment2004, the Borrower may pay dividends make Restricted Payments to Holdings or CCI for the purpose of permitting CCI to make investments in Holdings to permit Holdings to pay regularly scheduled cash payments of interest payments on the Holdings Discount CCI Notes or any refinancing thereof permitted by Section 7.2(h)(ii)) or as required pursuant to permit Holdings to make any payments permitted by Section 7.8(a)(ii) in an amount not to exceed the amount of interest required to be paid in cash by the terms of the Holdings Discount Notes CCI Indenture as in effect on the Closing Date; provided that in each case (A) no Default has occurred and is continuing or any refinancing thereof permitted by Section 7.2(h)(ii) or would result from the amount making of such payment made pursuant to Section 7.8(a)(ii), as applicable; (c) the Borrower may pay dividends to Holdings or make investments in Holdings to permit Holdings, and Holdings may pay dividends to SuperHoldings or make investments in SuperHoldings to permit SuperHoldings, to (i) pay corporate overhead expenses incurred in the ordinary course of business not to exceed $250,000 in any fiscal year and (ii) pay any taxes which are due and payable by SuperHoldings, Holdings and the Borrower as part of a consolidated group; (d) so long as no Default or Event of Default shall have occurred and be continuingRestricted Payment, (iB) the Borrower may pay dividends to Holdings or make investments in Holdings (and, if applicable, Holdings may use such proceeds to pay dividends to SuperHoldings or make investments in SuperHoldings) to permit Holdings to purchase Holdings’ common stock (or, if applicable, to permit SuperHoldings to purchase SuperHoldings’ common stock) or common stock options from present or former officers or employees, or the estate, heirs or legatees of such former officers or employees, of Holdings, the Borrower or any of their respective Subsidiaries upon the death, disability or termination of employment of such officer or employee, and (ii) SuperHoldings and Holdings may pay principal and interest on the Indebtedness permitted by Section 7.2(l), and the Borrower may pay dividends to Holdings or make investments in Holdings (and, if applicable, Holdings may use such proceeds to pay dividends to SuperHoldings or make investments in SuperHoldings) to permit Holdings to (or, if applicable, to permit SuperHoldings to) pay principal and interest on the Indebtedness permitted by Section 7.2(l), provided, that the aggregate amount of payments under this paragraph (d) all Restricted Payments made on or after the Closing Date shall not exceed $1,000,000 per annum and $2,000,000 in the aggregate, net of any cash proceeds received by Holdings (or, if applicable, SuperHoldings) and contributed an amount equal to the Borrower in connection with resales of any common stock or common stock options so purchased; difference between (e) so long as no Default or Event of Default shall have occurred and be continuing after giving effect thereto, SuperHoldings or Holdings may make any Restricted Payment permitted by Section 7.2(l) in an aggregate amount not to exceed $1,000,000; provided that Restricted Payments in an aggregate amount in excess of $1,000,000 may be made so long as both immediately before and immediately after giving pro forma effect to such Restricted Payment, (ix) the Consolidated Fixed Charge Coverage Ratio for the Test Period in effect at the time such Restricted Payment is made is at least 1.20 to 1.00 (determined on a Pro Forma Basis in respect of the Test Period in effect at such time) Cumulative Credit and (ii) Availability shall not be less than 25% of the Total Revolving Credit Commitments; and (f) so long as no Default or Event of Default shall have occurred and be continuing after giving effect thereto, SuperHoldings or any of its Subsidiaries may purchase Capital Stock of SuperHoldings pursuant to SuperHoldings’ restricted stock plan provided that the aggregate purchase price for such Capital Stock (inclusive of reimbursement amounts in respect of Taxes) shall not exceed $5,000,000.y)

Limitation on Dividends. Declare or pay any dividend (other than dividends payable solely in common stock of the Person making such dividendParent Borrower or options, warrants or other rights to purchase common stock of the Parent Borrower) on, or make any payment on account of, or set apart assets for a sinking or other analogous fund for, the purchase, redemption, defeasance, retirement or other acquisition of, any shares of any class of Capital Stock of SuperHoldings, Holdings, the Parent Borrower or any of their respective Subsidiaries or any warrants or options to purchase any such Capital Stock, whether now or hereafter outstanding, or make any other distribution (other than distributions payable solely in common stock of the Parent Borrower or options, warrants or other rights to purchase common stock of the Parent Borrower) in respect thereof, either directly or indirectly, whether in cash or property or in obligations of Holdings, the Parent Borrower or (any of their respective Subsidiaries (collectivelythe foregoing, a “Restricted PaymentsPayment”), except that: (a) the Parent Borrower may pay cash dividends in an amount sufficient to allow any Subsidiary Parent Entity or Holdings to pay expenses (other than taxes) incurred in the ordinary course of business, provided that, if any Parent Entity shall own any material assets other than the Capital Stock of Holdings or another Parent Entity or other assets, relating to the ownership interest of such Parent Entity in another Parent Entity, Holdings or Subsidiaries of Holdings, such cash dividends with respect to such Parent Entity shall be limited to the reasonable and proportional share, as determined by the Parent Borrower in its reasonable discretion, of such expenses incurred by such Parent Entity relating or allocable to its ownership interest in Holdings or another Parent Entity and such other related assets; and provided, further, that if Holdings shall own any material assets other than Capital Stock of the Parent Borrower may make Restricted Payments or other assets relating to the ownership interest of Holdings in the Parent Borrower or any Wholly Owned Subsidiary Guarantor (and if such Subsidiary is not a Wholly Owned Subsidiary Subsidiaries of the Parent Borrower, such cash dividends with respect to Holdings shall be limited to the reasonable and proportional share, as determined by the Parent Borrower in its reasonable discretion, of such expenses incurred by Holdings relating to or allocable to its other holders of Capital Stock on a pro rata basis, provided that any such Restricted Payment to ownership interest in the Parent Borrower and such other holders of Capital Stock be attributable only to cash flows of such Subsidiary)related assets; (b) so long as no Default or Event of Default shall have occurred and be continuing after giving effect to the payment of any such dividend or investment, the Parent Borrower may pay cash dividends to Holdings or make investments in Holdings to permit Holdings to pay scheduled cash interest payments on the Holdings Discount Notes or any refinancing thereof permitted by Section 7.2(h)(ii)) or to permit Holdings to make any payments permitted by Section 7.8(a)(ii) in an amount not sufficient to exceed cover reasonable and necessary expenses (including professional fees and expenses) (other than taxes) incurred by any Parent Entity or Holdings in connection with (i) registration, public offerings and exchange listing of equity or debt securities and maintenance of the amount same, (ii) compliance with reporting obligations under, or in connection with compliance with, federal or state laws or under this Agreement or any of the other Loan Documents and (iii) indemnification and reimbursement of directors, officers and employees in respect of liabilities relating to their serving in any such capacity, or obligations in respect of director and officer insurance (including premiums therefor), provided that, in the case of sub-clause (i) above, if any Parent Entity shall own any material assets other than the Capital Stock of Holdings or another Parent Entity or other assets relating to the ownership interest required of such Parent Entity in another Parent Entity, Holdings or its Subsidiaries, with respect to such Parent Entity such cash dividends shall be paid in cash limited to the reasonable and proportional share, as determined by the terms Parent Borrower in its reasonable discretion, of such expenses incurred by such Parent Entity relating or allocable to its ownership interest in another Parent Entity, Holdings and such other assets; and provided, further, that in the case of sub-clause (i) above, if Holdings shall own any material assets other than the Capital Stock of the Parent Borrower or other assets relating to the ownership interest of Holdings Discount Notes Indenture in the Parent Borrower or any refinancing thereof permitted its Subsidiaries, with respect to Holdings such cash dividends shall be limited to the reasonable and proportional share, as determined by Section 7.2(h)(ii) or the amount Parent Borrower in its reasonable discretion, of such payment made pursuant expenses incurred by Holdings relating or allocable to Section 7.8(a)(ii), as applicableits ownership interest in the Parent Borrower and such other assets; (c) the Parent Borrower may pay, without duplication, cash dividends (A) pursuant to the Tax Sharing Agreement and (B) to pay dividends to or permit Holdings or make investments in Holdings any Parent Entity to permit Holdings, and Holdings may pay dividends to SuperHoldings or make investments in SuperHoldings to permit SuperHoldings, to (i) pay corporate overhead expenses incurred in the ordinary course of business not to exceed $250,000 in any fiscal year and (ii) pay any taxes which are due and payable by SuperHoldings, Holdings and the Borrower as part of a consolidated groupRelated Taxes; (d) so long as no Default or Event of Default shall have occurred and be continuing, (i) the Parent Borrower may pay cash dividends in an amount sufficient to allow Holdings or make investments any Parent Entity to repurchase shares of its Capital Stock or rights, options or units in Holdings (and, if applicable, Holdings may use such proceeds to pay dividends to SuperHoldings or make investments in SuperHoldings) to permit Holdings to purchase Holdings’ common stock (or, if applicable, to permit SuperHoldings to purchase SuperHoldings’ common stock) or common stock options respect thereof from present any Management Investors or former officers or employees, or the estate, heirs or legatees of such former officers or employees, of Holdings, the Borrower Management Investors (or any of their respective Subsidiaries upon heirs, successors, assigns, legal representatives or estates) (including any repurchase or acquisition by reason of the deathParent Borrower or any Parent Entity retaining any Capital Stock, disability option, warrant or termination other right in respect of employment tax withholding obligations, and any related payment in respect of any such officer obligations), or employeeas otherwise contemplated by any Management Subscription Agreements, for an aggregate purchase price not to exceed $20,000,000; provided that such amount shall be increased by (i) an amount equal to $5,000,000 on each anniversary of the Closing Date, commencing on the first anniversary of the Closing Date, and (ii) SuperHoldings and Holdings may pay principal and interest on an amount equal to the Indebtedness permitted by Section 7.2(l), and the Borrower may pay dividends proceeds to Holdings (whether received by it directly or make investments in Holdings (and, if applicable, Holdings may use such proceeds from a Parent Entity or applied to pay dividends Parent Entity Expenses) of any resales or new issuances of shares and options to SuperHoldings or make investments in SuperHoldings) any Management Investors, at any time after the initial issuances to permit Holdings to (orany Management Investors, if applicable, to permit SuperHoldings to) pay principal and interest on the Indebtedness permitted by Section 7.2(l), provided, that together with the aggregate amount of payments under this paragraph (d) deferred compensation owed by Holdings or any Restricted Subsidiary to any Management Investor that shall thereafter have been cancelled, waived or exchanged at any time after the Closing Date shall not exceed $1,000,000 per annum and $2,000,000 in the aggregate, net of initial issuances to any cash proceeds received by Holdings (or, if applicable, SuperHoldings) and contributed to the Borrower thereof in connection with resales the grant to such Management Investor of the right to receive or acquire shares of Holdings’ or any common stock or common stock options so purchasedParent Entity’s Capital Stock; (e) so long as no Default the Parent Borrower may pay cash dividends in an amount sufficient to allow Holdings and any Parent Entity to pay all fees and expenses incurred in connection with the Transactions and the other transactions expressly contemplated by this Agreement and the other Loan Documents, and to allow Holdings to perform its obligations under or Event of Default shall have occurred and be continuing after giving effect theretoin connection with the Loan Documents to which it is a party; (f) in addition to the foregoing dividends, SuperHoldings or Holdings the Parent Borrower may make any additional Restricted Payment permitted by Section 7.2(l) in an aggregate amount not to exceed $1,000,000Payments; provided that Restricted Payments in an aggregate amount in excess of $1,000,000 may be made so long as both immediately before and immediately after giving pro forma effect to such Restricted Paymentthat, (i) the Consolidated Fixed Charge Coverage Ratio for the Test Period in effect at the time such Restricted Payment is made is at least 1.20 either (x) the Payment Conditions are satisfied or (y) to 1.00 the extent the Payment Conditions are not satisfied, (determined on a Pro Forma Basis in respect of i) the Test Period in effect at such time) Available Amount Payment Conditions are satisfied and (ii) Availability shall such Restricted Payments made pursuant to this clause (f)(y) are in an aggregate amount not be less than 25to exceed the sum of (x) the Available Amount plus (y) 1.0% of Consolidated Tangible Assets plus (z) the Total Revolving Credit Commitments; andAvailable Excluded Contribution Amount, in each case immediately prior to the time of the payment or making of such dividend, payment or distribution; (fg) so long as no Default or Event of Default shall have occurred and be continuing after giving effect thereto, SuperHoldings or any of its Subsidiaries the Parent Borrower may purchase Capital Stock of SuperHoldings pursuant to SuperHoldings’ restricted stock plan pay cash dividends; provided that the aggregate purchase price for amount of such Capital Stock dividends pursuant to this clause (inclusive of reimbursement amounts g), when aggregated with (i) all cash consideration paid in respect of TaxesInvestments outstanding pursuant to Section 8.9(g)(ii)(C) shall and acquisitions pursuant to Section 8.10(b)(iii), (ii) all Investments outstanding pursuant to Section 8.9(p) and (iii) all optional prepayments made pursuant to 8.14(a)(i), do not exceed $5,000,000200,000,000 in the aggregate.

Limitation on Dividends. Declare or pay any dividend (other than dividends payable solely in common stock of the Person making such dividendBorrower or the Parent) on, or make any payment on account of, or set apart assets for a sinking or other analogous fund for, the purchase, redemption, defeasance, retirement or other acquisition of, any shares of any class of Capital Stock of SuperHoldings, Holdings, the Borrower or any of their respective Subsidiaries or any warrants or options to purchase any such Capital Stockthe Parent, whether now or hereafter outstanding, or make any other distribution in respect thereof, either directly or indirectly, whether in cash or property or in obligations of Holdingsthe Parent, the Borrower or any of their respective Subsidiaries (collectively, “Restricted Payments”), Subsidiary except that: (a) any Subsidiary of the Borrower may make Restricted Payments pay cash dividends to the Parent in an amount sufficient to pay tax liabilities of the Parent which are paid in cash by the Parent to any taxing authority and which are attributable to income, business, properties or activities of or distribution of earnings by, the Parent or its Subsidiaries; provided that the Parent shall contribute to the Borrower or the amount of any Wholly Owned Subsidiary Guarantor (and if such Subsidiary is not a Wholly Owned Subsidiary of the Borrower, to its other holders of Capital Stock on a pro rata basis, provided that any such Restricted Payment to such other holders of Capital Stock be attributable only to cash flows refunds of such Subsidiary)tax payments upon receipt thereof; (b) the Borrower may pay cash dividends to the Parent, in addition to dividends otherwise permitted by this subsection 7.8, to enable the Parent to pay expenses in the ordinary course of business in an aggregate amount not to exceed in any fiscal year, when added to all Indebtedness of the Parent incurred in such fiscal year pursuant to subsection 7.2(j), $250,000; (c) the Borrower may pay cash dividends to the Parent to enable the Parent to pay premiums to insurance companies for directors' and officers' insurance with respect to the Parent; (d) the Borrower may pay cash dividends to the Parent to enable the Parent to pay for the printing and distribution of financial reports of the Parent, proxy solicitations and other communications with shareholders of the Parent and for filings with the Securities and Exchange Commission and costs directly related to the annual meeting of shareholders of the Parent; (e) the Borrower may pay cash dividends to the Parent to enable the Parent to pay directors' fees and expenses to directors of the Parent; (f) the Borrower may pay cash dividends to the Parent to enable the Parent to pay fees owed by the Parent to its transfer agent; (g) the Borrower may pay cash dividends to the Parent to pay fees to the Parent's independent auditors, tax advisors and outside attorneys in the ordinary course of business; (h) the Borrower may pay cash dividends to the Parent to pay obligations of the Parent incurred under any Interest Rate Protection Agreement or Commodity Price Protection Agreement permitted pursuant to subsection 7.10(i); and (i) so long as no Default or Event of Default shall have occurred and be continuing after giving effect to the payment of any such dividend or investmentwould result therefrom, the Borrower may purchase, repurchase, redeem or retire any share of its Capital Stock and/or pay cash dividends to Holdings or make investments in Holdings to permit Holdings to pay scheduled cash interest payments on the Holdings Discount Notes or any refinancing thereof permitted by Section 7.2(h)(ii)) or to permit Holdings to make any payments permitted by Section 7.8(a)(ii) in an amount not to exceed the amount of interest required to be paid in cash by the terms of the Holdings Discount Notes Indenture or any refinancing thereof permitted by Section 7.2(h)(ii) or the amount of such payment made pursuant to Section 7.8(a)(ii), as applicable; (c) the Borrower may pay dividends to Holdings or make investments in Holdings to permit Holdings, and Holdings may pay dividends to SuperHoldings or make investments in SuperHoldings to permit SuperHoldings, to (i) pay corporate overhead expenses incurred in the ordinary course of business not to exceed $250,000 in any fiscal year and (ii) pay any taxes which are due and payable by SuperHoldings, Holdings and the Borrower as part of a consolidated group; (d) so long as no Default or Event of Default shall have occurred and be continuing, (i) the Borrower may pay dividends to Holdings or make investments in Holdings (and, if applicable, Holdings may use such proceeds to pay dividends to SuperHoldings or make investments in SuperHoldings) to permit Holdings to purchase Holdings’ common stock (or, if applicable, to permit SuperHoldings to purchase SuperHoldings’ common stock) or common stock options from present or former officers or employees, or the estate, heirs or legatees of such former officers or employees, of Holdings, the Borrower or any of their respective Subsidiaries upon the death, disability or termination of employment of such officer or employee, and (ii) SuperHoldings and Holdings may pay principal and interest on the Indebtedness permitted by Section 7.2(l)Parent, and the Borrower Parent may purchase, repurchase, redeem or retire any share of its Capital Stock and/or pay cash dividends to Holdings or make investments in Holdings (and, if applicable, Holdings may use such proceeds to pay dividends to SuperHoldings or make investments in SuperHoldings) to permit Holdings to (or, if applicable, to permit SuperHoldings to) pay principal and interest on the Indebtedness permitted by Section 7.2(l), provided, that the aggregate amount of payments under this paragraph (d) after the Closing Date shall not exceed $1,000,000 per annum and $2,000,000 in the aggregate, net of any cash proceeds received by Holdings (or, if applicable, SuperHoldings) and contributed to the Borrower in connection with resales of any common stock or common stock options so purchased; (e) so long as no Default or Event of Default shall have occurred and be continuing after giving effect thereto, SuperHoldings or Holdings may make any Restricted Payment permitted by Section 7.2(l) in an aggregate amount not to exceed $1,000,000; provided that Restricted Payments in an aggregate amount in excess of $1,000,000 may be made so long as both immediately before and immediately after giving pro forma effect to such Restricted Payment, (i) the Consolidated Fixed Charge Coverage Ratio for the Test Period in effect at the time such Restricted Payment is made is at least 1.20 to 1.00 (determined on a Pro Forma Basis in respect of the Test Period in effect at such time) and (ii) Availability shall not be less than 25% of the Total Revolving Credit Commitments; and (f) so long as no Default or Event of Default shall have occurred and be continuing after giving effect thereto, SuperHoldings or any of its Subsidiaries may purchase Capital Stock of SuperHoldings pursuant to SuperHoldings’ restricted stock plan provided that the aggregate purchase price for such Capital Stock (inclusive of reimbursement amounts in respect of Taxes) shall not exceed $5,000,000shareholders.

Limitation on Dividends. Declare or pay any dividend (other than dividends payable solely in common stock of the Person making such dividend) on, or make any payment on account of, or set apart assets for a sinking or other analogous fund for, the purchase, redemption, defeasance, retirement or other acquisition of, any shares of any class of Capital Stock of SuperHoldings, Holdings, the Borrower or any of their respective Subsidiaries Applicable Subsidiary or any warrants or options to purchase any such Capital Stock, whether now or hereafter outstanding, or make any other distribution in respect thereof, either directly or indirectly, whether in cash or property or in obligations of Holdings, the Borrower or any of their respective Subsidiaries such Applicable Subsidiary (collectively, “"Restricted Payments”"), except that: (a) any Subsidiary Timberlands may make Restricted Payments in respect of the Borrower Partner Taxes in respect of Timberlands and its Subsidiaries; (b) the payment by Timberlands or Xxxxx of any dividend or distribution to Xxxxx-Xxxxx (A) to enable Xxxxx-Xxxxx to repay or prepay all or a portion of the Term Loan or (B) from the proceeds of any Asset Sale by Timberlands or Xxxxx to enable Xxxxx-Xxxxx to repay or prepay all or a portion of the Term Loan; (c) Xxxxx may make Restricted Payments if, immediately after giving effect to such Restricted Payment, the Consolidated Tangible Net Worth of Xxxxx will be equal to or greater than C$28.0 million plus 50% of Consolidated Net Income of Xxxxx from January 1, 1998 to the date of such Restricted Payment; provided that this restriction shall not apply to any actual or deemed dividends or distributions by Xxxxx to Xxxxx-Xxxxx in order to repay Term Loans or to fund equity contributions by Xxxxx-Xxxxx in the Paper Company; (d) Xxxxx-Xxxxx may make Restricted Payments; (e) Subsidiaries of Xxxxx may make Restricted Payments to the Borrower or any Wholly Owned Subsidiary Guarantor (Xxxxx, and if such Subsidiary is not a Wholly Owned Subsidiary Subsidiaries of the Borrower, Timberlands may make Restricted Payments to its other holders of Capital Stock on a pro rata basis, provided that any such Restricted Payment to such other holders of Capital Stock be attributable only to cash flows of such Subsidiary)Timberlands; (bf) so long as no Default or Event of Default shall have occurred and be continuing after giving effect to the payment of any such dividend a distribution by Timberlands on or investment, after the Closing Date to Xxxxx-Xxxxx (A) to recover expenses incurred on behalf of the Borrower and its Affiliates in connection with the Transactions (as defined in this Agreement and the Paper Company Credit Agreement) and the related financings and (B) in an amount equal to the total federal, state, local and foreign tax liabilities of Xxxxx-Xxxxx, Xxxxx Xxxxx and Xxxxxx Xxxxx arising as a result of their direct and indirect ownership of equity interests in Timberlands L.P. during the first eleven months of 1997, as calculated by Timberlands' Vice President of Finance and recalculated by Timberlands' independent accountants; provided that such distribution shall not exceed an aggregate of $5,300,000; and (g) Xxxxx may pay dividends to Holdings a dividend on or make investments in Holdings to permit Holdings to pay scheduled cash interest payments on after the Holdings Discount Notes or any refinancing thereof permitted by Section 7.2(h)(ii)) or to permit Holdings to make any payments permitted by Section 7.8(a)(ii) Closing Date in an amount not to exceed the amount of interest required to be paid in cash by the terms of the Holdings Discount Notes Indenture or any refinancing thereof permitted by Section 7.2(h)(ii) or the amount of such payment made pursuant to Section 7.8(a)(ii), as applicable; (c) the Borrower may pay dividends to Holdings or make investments in Holdings to permit Holdings, and Holdings may pay dividends to SuperHoldings or make investments in SuperHoldings to permit SuperHoldings, to (i) pay corporate overhead expenses incurred in the ordinary course of business not to exceed C $250,000 in any fiscal year and (ii) pay any taxes which are due and payable by SuperHoldings, Holdings and the Borrower as part of a consolidated group; (d) so long as no Default or Event of Default shall have occurred and be continuing, (i) the Borrower may pay dividends to Holdings or make investments in Holdings (and, if applicable, Holdings may use such proceeds to pay dividends to SuperHoldings or make investments in SuperHoldings) to permit Holdings to purchase Holdings’ common stock (or, if applicable, to permit SuperHoldings to purchase SuperHoldings’ common stock) or common stock options from present or former officers or employees, or the estate, heirs or legatees of such former officers or employees, of Holdings, the Borrower or any of their respective Subsidiaries upon the death, disability or termination of employment of such officer or employee, and (ii) SuperHoldings and Holdings may pay principal and interest on the Indebtedness permitted by Section 7.2(l), and the Borrower may pay dividends to Holdings or make investments in Holdings (and, if applicable, Holdings may use such proceeds to pay dividends to SuperHoldings or make investments in SuperHoldings) to permit Holdings to (or, if applicable, to permit SuperHoldings to) pay principal and interest on the Indebtedness permitted by Section 7.2(l), provided, that the aggregate amount of payments under this paragraph (d) after the Closing Date shall not exceed $1,000,000 per annum and $2,000,000 in the aggregate, net of any cash proceeds received by Holdings (or, if applicable, SuperHoldings) and contributed to the Borrower in connection with resales of any common stock or common stock options so purchased; (e) so long as no Default or Event of Default shall have occurred and be continuing after giving effect thereto, SuperHoldings or Holdings may make any Restricted Payment permitted by Section 7.2(l) in an aggregate amount not to exceed $1,000,000; provided that Restricted Payments in an aggregate amount in excess of $1,000,000 may be made so long as both immediately before and immediately after giving pro forma effect to such Restricted Payment, (i) the Consolidated Fixed Charge Coverage Ratio for the Test Period in effect at the time such Restricted Payment is made is at least 1.20 to 1.00 (determined on a Pro Forma Basis in respect of the Test Period in effect at such time) and (ii) Availability shall not be less than 25% of the Total Revolving Credit Commitments; and (f) so long as no Default or Event of Default shall have occurred and be continuing after giving effect thereto, SuperHoldings or any of its Subsidiaries may purchase Capital Stock of SuperHoldings pursuant to SuperHoldings’ restricted stock plan provided that the aggregate purchase price for such Capital Stock (inclusive of reimbursement amounts in respect of Taxes) shall not exceed $5,000,0006,000,000.

Limitation on Dividends. Declare or pay any dividend (other than dividends payable solely in common stock of the Person making such dividend) on, or make any payment on account of, or set apart assets for a sinking or other analogous fund for, the purchase, redemption, defeasance, retirement or other acquisition of, any shares of any class of Capital Stock of SuperHoldings, Holdings, the Borrower or any of their respective Subsidiaries or any warrants or options to purchase any such Capital Stock, whether now or hereafter outstanding, or make any other distribution in respect thereof, either directly or indirectly, whether in cash or property or in obligations of Holdings, the Borrower or any of their respective Subsidiaries (collectively, “"Restricted Payments”"), except that: (a) any Subsidiary of the Borrower may make Restricted Payments to the Borrower or any Wholly Owned Subsidiary Guarantor (and if such Subsidiary is not a Wholly Owned Subsidiary of the Borrower, to its other holders of Capital Stock on a pro rata basis, provided that any such Restricted Payment to such other holders of Capital Stock be attributable only to cash flows of such Subsidiary); (b) so long as no Default or Event of Default shall have occurred and be continuing after giving effect to the payment of any such dividend dividend, on or investmentafter August 15, 2003, the Borrower may pay dividends to Holdings or make investments in Holdings to permit Holdings to pay scheduled cash interest payments on the Holdings Discount Notes or any refinancing thereof permitted by Section 7.2(h)(ii)) or to permit Holdings to make any payments permitted by Section 7.8(a)(ii) Debentures in an amount not to exceed the amount of interest required to be paid in cash by the terms of the Holdings Discount Notes Indenture or any refinancing thereof permitted by Section 7.2(h)(ii) or the amount of such payment made pursuant to Section 7.8(a)(ii), as applicableDebentures Indenture; (c) the Borrower may pay dividends to Holdings or make investments in Holdings to permit Holdings, and Holdings may pay dividends to SuperHoldings or make investments in SuperHoldings to permit SuperHoldings, to (i) pay corporate overhead expenses incurred in the ordinary course of business not to exceed $250,000 in any fiscal year and (ii) pay any taxes which are due and payable by SuperHoldings, Holdings and the Borrower as part of a consolidated group; (d) so long as no Default or Event of Default shall have occurred and be continuing, (i) the Borrower may pay dividends to Holdings or make investments in Holdings (and, if applicable, Holdings may use such proceeds to pay dividends to SuperHoldings or make investments in SuperHoldings) to permit Holdings to purchase Holdings’ ' common stock (or, if applicable, to permit SuperHoldings to purchase SuperHoldings’ common stock) or common stock options from present or former officers or employees, or the estate, heirs or legatees of such former officers or employees, of Holdings, the Borrower or any of their respective Subsidiaries upon the 88 83 death, disability or termination of employment of such officer or employee, and (ii) SuperHoldings and Holdings may pay principal and interest on the Indebtedness permitted by Section 7.2(l), and the Borrower may pay dividends to Holdings or make investments in Holdings (and, if applicable, Holdings may use such proceeds to pay dividends to SuperHoldings or make investments in SuperHoldings) to permit Holdings to (or, if applicable, to permit SuperHoldings to) pay principal and interest on the Indebtedness permitted by Section 7.2(l), provided, that the aggregate amount of payments under this paragraph (d) after during the Closing Date term of this Agreement shall not exceed $1,000,000 per annum and $2,000,000 in the aggregate, net of any cash proceeds received by Holdings (or, if applicable, SuperHoldings) and contributed to the Borrower in connection with resales of any common stock or common stock options so purchased;; and (e) so long as no Default or Event of Default shall have occurred and be continuing after giving effect thereto, SuperHoldings or the Borrower may pay dividends to Holdings may make any Restricted Payment permitted by Section 7.2(lon the Closing Date (i) in an amount equal to the aggregate principal amount not to exceed $1,000,000; provided that Restricted Payments in an aggregate amount in excess of $1,000,000 may be made so long as both immediately before and immediately after giving pro forma effect to such Restricted Payment, (i) the Consolidated Fixed Charge Coverage Ratio for the Test Period in effect at the time such Restricted Payment is made is at least 1.20 to 1.00 (determined on a Pro Forma Basis in respect of the Test Period in effect at such time) Loans made on the Closing Date to be used by Holdings solely to finance the Transactions and (ii) Availability shall not in an amount equal to any cash payments required to be less than 25% made by Merger Sub or Holdings on the Closing Date with respect to Excess Cash (as defined in the Merger Agreement) pursuant to Section 3.01(a) of the Total Revolving Credit Commitments; and (f) so long as no Default or Event of Default shall have occurred and be continuing after giving effect thereto, SuperHoldings or any of its Subsidiaries may purchase Capital Stock of SuperHoldings pursuant to SuperHoldings’ restricted stock plan provided that the aggregate purchase price for such Capital Stock (inclusive of reimbursement amounts in respect of Taxes) shall not exceed $5,000,000Merger Agreement.

Limitation on Dividends. Declare or pay any dividend (other than dividends payable solely in common stock of the Person making such dividend) on, or make any payment on account of, or set apart assets for a sinking or other analogous fund for, the purchase, redemption, defeasance, retirement or other acquisition of, any shares of any class of Capital Stock of SuperHoldings, Holdings, the Borrower or any of their respective Subsidiaries or any warrants or options to purchase any such Capital Stock, whether now or hereafter outstanding, or make any other distribution in respect thereof, either directly or indirectly, whether in cash or property or in obligations of Holdings, the Borrower or any of their respective Subsidiaries (collectively, “"Restricted Payments”"), except that: (a) any Subsidiary of the Borrower may make Restricted Payments to the Borrower or any Wholly Owned Subsidiary Guarantor (and if such Subsidiary is not a Wholly Owned Subsidiary of the Borrower, to its other holders of Capital Stock on a pro rata basis, provided that any such Restricted Payment to such other holders of Capital Stock be attributable only to cash flows of such Subsidiary); (b) so long as no Default or Event of Default shall have occurred and be continuing after giving effect to the payment of any such dividend dividend, on or investmentafter August 15, 2003, the Borrower may pay dividends to Holdings or make investments in Holdings to permit Holdings to pay scheduled cash interest payments on the Holdings Discount Notes or any refinancing thereof permitted by Section 7.2(h)(ii)) or to permit Holdings to make any payments permitted by Section 7.8(a)(ii) Debentures in an amount not to exceed the amount of interest required to be paid in cash by the terms of the Holdings Discount Notes Indenture or any refinancing thereof permitted by Section 7.2(h)(ii) or the amount of such payment made pursuant to Section 7.8(a)(ii), as applicableDebentures Indenture; (c) the Borrower may pay dividends to Holdings or make investments in Holdings to permit Holdings, and Holdings may pay dividends to SuperHoldings or make investments in SuperHoldings to permit SuperHoldings, to (i) pay corporate overhead expenses incurred in the ordinary course of business not to exceed $250,000 in any fiscal year and (ii) pay any taxes which are due and payable by SuperHoldings, Holdings and the Borrower as part of a consolidated group; (d) so long as no Default or Event of Default shall have occurred and be continuing, (i) the Borrower may pay dividends to Holdings or make investments in Holdings (and, if applicable, Holdings may use such proceeds to pay dividends to SuperHoldings or make investments in SuperHoldings) to permit Holdings to purchase Holdings’ ' common stock (or, if applicable, to permit SuperHoldings to purchase SuperHoldings’ common stock) or common stock options from present or former officers or employees, or the estate, heirs or legatees of such former officers or employees, of Holdings, the Borrower or any of their respective Subsidiaries upon the 88 death, disability or termination of employment of such officer or employee, and (ii) SuperHoldings and Holdings may pay principal and interest on the Indebtedness permitted by Section 7.2(l), and the Borrower may pay dividends to Holdings or make investments in Holdings (and, if applicable, Holdings may use such proceeds to pay dividends to SuperHoldings or make investments in SuperHoldings) to permit Holdings to (or, if applicable, to permit SuperHoldings to) pay principal and interest on the Indebtedness permitted by Section 7.2(l), provided, that the aggregate amount of payments under this paragraph (d) after during the Closing Date term of this Agreement shall not exceed $1,000,000 per annum and $2,000,000 in the aggregate, net of any cash proceeds received by Holdings (or, if applicable, SuperHoldings) and contributed to the Borrower in connection with resales of any common stock or common stock options so purchased;; and (e) so long as no Default or Event of Default shall have occurred and be continuing after giving effect thereto, SuperHoldings or the Borrower may pay dividends to Holdings may make any Restricted Payment permitted by Section 7.2(lon the Closing Date (i) in an amount equal to the aggregate principal amount not to exceed $1,000,000; provided that Restricted Payments in an aggregate amount in excess of $1,000,000 may be made so long as both immediately before and immediately after giving pro forma effect to such Restricted Payment, (i) the Consolidated Fixed Charge Coverage Ratio for the Test Period in effect at the time such Restricted Payment is made is at least 1.20 to 1.00 (determined on a Pro Forma Basis in respect of the Test Period in effect at such time) Loans made on the Closing Date to be used by Holdings solely to finance the Transactions and (ii) Availability shall not in an amount equal to any cash payments required to be less than 25% made by Merger Sub or Holdings on the Closing Date with respect to Excess Cash (as defined in the Merger Agreement) pursuant to Section 3.01(a) of the Total Revolving Credit Commitments; and (f) so long as no Default or Event of Default shall have occurred and be continuing after giving effect thereto, SuperHoldings or any of its Subsidiaries may purchase Capital Stock of SuperHoldings pursuant to SuperHoldings’ restricted stock plan provided that the aggregate purchase price for such Capital Stock (inclusive of reimbursement amounts in respect of Taxes) shall not exceed $5,000,000Merger Agreement.

Limitation on Dividends. Declare or pay any dividend (other than dividends payable solely in common stock on any shares of the Person making such dividend) onany class of Capital Stock, or make any payment on account of, or set apart assets for a sinking or other analogous fund for, the purchase, redemption, defeasance, retirement or other acquisition of, of any shares of any class of Capital Stock of SuperHoldingsStock, Holdings, the Borrower or any of their respective Subsidiaries or any warrants or options to purchase any such Capital Stock, whether now or hereafter outstanding, or make any other distribution in respect thereof, either directly or indirectly, whether in cash or property or in obligations of Holdings, the Borrower or any of their respective Subsidiaries (collectively, “Restricted Payments”), its Subsidiaries; except that: (a) Subsidiaries may pay dividends to the Borrower or to Domestic Subsidiaries of the Borrower which are directly or indirectly wholly owned by the Borrower (or, in case of Foreign Subsidiaries, to the Borrower or to Subsidiaries of the Borrower which are directly or indirectly wholly owned by the Borrower) and any Foreign Subsidiary of the Borrower organized under the laws of Ireland may make Restricted Payments to the Borrower or any Wholly Owned Subsidiary Guarantor (and if such Subsidiary is not a Wholly Owned Subsidiary of the Borrower, pay dividends to its other holders of Capital Stock on a pro rata basis, provided that any such Restricted Payment to such other holders of Capital Stock be attributable only to cash flows employee shareholders as part of such Subsidiary)employee shareholders’ compensation package; (b) so long as no Default or Event of Default shall have occurred and be continuing after giving effect to the payment of any such dividend or investment, the Borrower and its Subsidiaries may pay dividends to Holdings or make investments dividends or distributions to any holder of its Capital Stock in Holdings to permit Holdings to pay scheduled cash interest payments on the Holdings Discount Notes or any refinancing thereof permitted by Section 7.2(h)(ii)) or to permit Holdings to make any payments permitted by Section 7.8(a)(ii) in an amount not to exceed the amount form of interest required to be paid in cash by the terms additional shares of Capital Stock of the Holdings Discount Notes Indenture or any refinancing thereof permitted by Section 7.2(h)(ii) or the amount of such payment made pursuant to Section 7.8(a)(ii), as applicablesame class and type; (c) the Borrower may pay dividends repurchase shares of Capital Stock of the Borrower owned by former, present or future employees of the Borrower or its Subsidiaries or their assigns, estates and heirs; provided that the aggregate amount expended by the Borrower pursuant to Holdings or make investments this clause (c) shall not in Holdings to permit Holdings, and Holdings may pay dividends to SuperHoldings or make investments in SuperHoldings to permit SuperHoldings, to the aggregate exceed (i) pay corporate overhead expenses incurred in the ordinary course of business not to exceed $250,000 7,500,000 in any fiscal year and or (ii) pay $15,000,000 during the term of this Agreement after the Closing Date, plus any taxes which are due and payable by SuperHoldings, Holdings and amounts contributed to the Borrower as part a result of a consolidated groupresales of such repurchased shares of Capital Stock; (d) the Borrower may redeem Preferred Stock or any outstanding Senior Subordinated Notes with the proceeds of the issuance of Capital Stock so long as such proceeds are not required to be applied to prepay any Loans pursuant to subsection 5.4(b)(i) and provided that the aggregate amount expended by the Borrower pursuant to this clause (d) shall not exceed $60,000,000 during the term of this Agreement after the Closing Date; (e) subject to compliance with subsection 5.4(b)(v), the Borrower may repurchase Class A common stock, Preferred Stock and other Capital Stock of the Borrower (the “Borrower Capital Stock”) or redeem any outstanding Senior Subordinated Notes with any Excess Cash Flow which is not applied to prepay the Term Loans in accordance with subsection 5.4(b)(v); provided that no Default or Event of Default shall have occurred exists at the time of, or would result from, such redemptions or repurchases; (f) the Borrower may repurchase Borrower Capital Stock and be continuing, Senior Subordinated Notes; provided that (i) the Borrower may pay dividends to Holdings or make investments in Holdings (and, if applicable, Holdings may use such proceeds to pay dividends to SuperHoldings or make investments in SuperHoldings) to permit Holdings to purchase Holdings’ common stock (or, if applicable, to permit SuperHoldings to purchase SuperHoldings’ common stock) or common stock options from present or former officers or employees, or the estate, heirs or legatees of such former officers or employees, of Holdings, aggregate amount expended by the Borrower or any of their respective Subsidiaries upon the death, disability or termination of employment of such officer or employee, and pursuant to this clause (iif) SuperHoldings and Holdings may pay principal and interest on the Indebtedness permitted by Section 7.2(l), and the Borrower may pay dividends to Holdings or make investments in Holdings (and, if applicable, Holdings may use such proceeds to pay dividends to SuperHoldings or make investments in SuperHoldings) to permit Holdings to (or, if applicable, to permit SuperHoldings to) pay principal and interest on the Indebtedness permitted by Section 7.2(l), provided, that the aggregate amount of payments under this paragraph (d) after the Closing Date shall not exceed $1,000,000 per annum 25,000,000 during the term of this Agreement after the Closing Date, (ii) the Borrower is in pro forma compliance with the financial covenants as set forth in Section 9.9 and $2,000,000 Section 9.10 (for purposes of this subsection 9.11(f) only, such pro forma compliance shall be determined after giving effect to such redemptions and repurchases, and any occurrence of Indebtedness in connection therewith, on a pro forma basis as of the aggregate, net last day of any cash proceeds received by Holdings (or, if applicable, SuperHoldingsthe most recent fiscal quarter for which financial statements have been delivered pursuant to Section 8.1) and contributed to the Borrower in connection with resales of any common stock or common stock options so purchased; (eiii) so long as no Default or Event of Default shall have occurred exists at the time of, or would result from, such repurchases; (g) the Borrower may repurchase Borrower Capital Stock and be continuing after giving effect thereto, SuperHoldings or Holdings may make any Restricted Payment permitted by Section 7.2(l) in an aggregate amount not to exceed $1,000,000Senior Subordinated Notes; provided that Restricted Payments in an aggregate amount in excess of $1,000,000 may be made so long as both immediately before and immediately after giving pro forma effect to such Restricted Payment, (i) the Consolidated Fixed Charge Coverage Ratio for aggregate amount expended by the Test Period in effect at Borrower pursuant to this clause (g) shall not exceed $25,000,000 during the time such Restricted Payment is made is at least 1.20 to 1.00 (determined on a Pro Forma Basis in respect term of this Agreement after the Test Period in effect at such time) and Closing Date, (ii) Availability shall not be the Senior Leverage Ratio is less than 25% 3.00:1.00, determined after giving effect to such repurchases on a pro forma basis as of the Total Revolving Credit Commitments; and last day of the most recent fiscal quarter for which financial statements have been delivered pursuant to Section 8.1, and (fiii) so long as no Default or Event of Default shall have occurred exists at the time of, or would result from, such repurchases; and be continuing after giving effect thereto, SuperHoldings or any of its Subsidiaries may purchase Capital Stock of SuperHoldings pursuant to SuperHoldings’ restricted stock plan provided further that the Borrower shall not make such repurchases as set forth in this clause (g) until the Borrower has expended the total aggregate purchase price for such Capital Stock (inclusive of reimbursement amounts amount in respect of Taxesrepurchases permitted pursuant to paragraph (f) of subsection 9.11; (h) the Borrower may repurchase Senior Subordinated Notes; provided that (i) the aggregate amount expended by the Borrower pursuant to this clause (h) shall not exceed $5,000,00025,000,000 during the term of this Agreement after the Closing Date, (ii) the Senior Leverage Ratio is less than 2.75:1.00, determined after giving effect to such repurchases on a pro forma basis as of the last day of the most recent fiscal quarter for which financial statements have been delivered pursuant to Section 8.1, and (iii) no Default or Event of Default exists at the time of, or would result from, such repurchases; and provided further that the Borrower shall not make such repurchases as set forth in this clause (h) until the Borrower has expended the total aggregate amount in respect of repurchases permitted pursuant to paragraphs (f) and (g) of subsection 9.11; and (i) Notwithstanding anything to the contrary in this Agreement, any holder of shares of the Borrower’s Class E common stock may exchange such shares for shares of the Borrower’s Class A common stock at any time.

Limitation on Dividends. Declare or pay any dividend (other than dividends payable solely in common stock Capital Stock of the Person making such dividend) on, or make any payment on account of, or set apart assets for a sinking or other analogous fund for, the purchase, redemption, defeasance, retirement or other acquisition of, any shares of any class of Capital Stock of SuperHoldings, Holdings, the Borrower or any of their respective Subsidiaries Subsidiary or any warrants or options to purchase any such Capital Stock, whether now or hereafter outstanding, or make any other distribution in respect thereof, either directly or indirectly, whether in cash or property or in obligations of Holdings, the Borrower or any of their respective Subsidiaries Subsidiary (collectively, “"Restricted Payments”"), except thatexcept: (a) that any Subsidiary of the Borrower may make Restricted Payments to the Borrower or any Wholly Owned Subsidiary Guarantor Guarantor; (and if such Subsidiary is not a Wholly Owned Subsidiary of the Borrower, to its other holders A) repurchases of Capital Stock on a pro rata basis, provided that any such Restricted Payment made in order to such other holders fulfill the obligations of Capital Stock be attributable only to cash flows of such Subsidiary); (b) so long as no Default or Event of Default shall have occurred and be continuing after giving effect to the payment of any such dividend or investment, the Borrower may pay dividends to Holdings or make investments in Holdings to permit Holdings to pay scheduled cash interest payments on the Holdings Discount Notes or any refinancing thereof permitted by Section 7.2(h)(ii)Subsidiary under an employee or director stock purchase plan or similar plan covering employees of the Borrower or any Subsidiary as from time to time in effect and (B) or to permit Holdings to make any cash payments permitted by Section 7.8(a)(ii) made in lieu of issuing fractional shares of Borrower's Capital Stock, in an aggregate amount for purposes of clauses (A) and (B) not to exceed the amount of interest required to be paid in cash by the terms of the Holdings Discount Notes Indenture or any refinancing thereof permitted by Section 7.2(h)(ii) or the amount of such payment made pursuant to Section 7.8(a)(ii), as applicable$5,000,000 per year; (c) redemptions of Capital Stock in connection with a rights plan adopted by the Board of Directors of the Borrower in an aggregate amount equal to $5,000,000 since the Closing Date; and (d) that the Borrower may pay dividends to Holdings or make investments in Holdings to permit Holdings, and Holdings may pay dividends to SuperHoldings or make investments in SuperHoldings to permit SuperHoldings, to Restricted Payments (i) pay corporate overhead expenses incurred in the ordinary course of business not to exceed $250,000 in any fiscal year and (ii) pay any taxes which are due and payable by SuperHoldings, Holdings and the Borrower as part of a consolidated group; (d) so long as no Default or Event of Default shall have occurred and be continuing, (i) the Borrower may pay dividends to Holdings or make investments in Holdings (and, if applicable, Holdings may use such proceeds to pay dividends to SuperHoldings or make investments in SuperHoldings) to permit Holdings to purchase Holdings’ common stock (or, if applicable, to permit SuperHoldings to purchase SuperHoldings’ common stock) or common stock options from present or former officers or employees, or the estate, heirs or legatees of such former officers or employees, of Holdings, the Borrower or any of their respective Subsidiaries upon the death, disability or termination of employment of such officer or employee, and (ii) SuperHoldings and Holdings may pay principal and interest on the Indebtedness permitted by Section 7.2(l), and the Borrower may pay dividends to Holdings or make investments in Holdings (and, if applicable, Holdings may use such proceeds to pay dividends to SuperHoldings or make investments in SuperHoldings) to permit Holdings to (or, if applicable, to permit SuperHoldings to) pay principal and interest on the Indebtedness permitted by Section 7.2(l), provided, that the aggregate amount of payments under this paragraph (d) after the Closing Date shall not exceed $1,000,000 per annum and $2,000,000 in the aggregate, net of any cash proceeds received by Holdings (or, if applicable, SuperHoldings) and contributed to the Borrower in connection with resales of any common stock or common stock options so purchased; (e) so long as no Default or Event of Default shall have occurred and be continuing after giving effect thereto, SuperHoldings or Holdings may make any Restricted Payment permitted by Section 7.2(l) in an aggregate amount not to exceed $1,000,000; 5,000,000, provided that Restricted Payments any such amount referred to in an aggregate amount this clause (i), if not so expended in excess of $1,000,000 the fiscal year for which it is permitted, may be made so long as both immediately before and immediately after giving pro forma effect to such Restricted Payment, (i) the Consolidated Fixed Charge Coverage Ratio carried over for the Test Period expenditure in effect at the time such Restricted Payment is made is at least 1.20 to 1.00 (determined on a Pro Forma Basis in respect of the Test Period in effect at such time) and any succeeding fiscal year or (ii) Availability shall not be less than 25% of the Total Revolving Credit Commitments; and (f) so long as no Default or Event of Default shall have occurred and be continuing after giving effect thereto, SuperHoldings or with any of its Subsidiaries may purchase Capital Stock of SuperHoldings pursuant to SuperHoldings’ restricted stock plan provided that the aggregate purchase price for such Capital Stock (inclusive of reimbursement amounts in respect of Taxes) shall not exceed $5,000,000Available Excess Cash Flow.

Limitation on Dividends. Declare or pay any dividend (other than dividends payable solely in common stock of the Person making such dividendPerson) on, or make any payment on account of, or set apart assets for a sinking or other analogous fund for, the purchase, redemption, defeasance, retirement or other acquisition of, any shares of any class of Capital Stock of SuperHoldings, Holdings, the Borrower or any of their respective Subsidiaries such Person or any warrants or options to purchase any such Capital Stock, whether now or hereafter outstanding, or make any other distribution in respect thereof, either directly or indirectly, whether in cash or property or in obligations of Holdings, the Borrower HCC or any of their respective Subsidiaries (collectively, “Restricted Payments”), except that: (a) any Subsidiary of the Borrower may make Restricted Payments to the Borrower or any Wholly Owned Subsidiary Guarantor (and HCC, except that if such Subsidiary is not a Wholly Owned Subsidiary of the Borrower, to its other holders of Capital Stock on a pro rata basis, provided that any such Restricted Payment to such other holders of Capital Stock be attributable only to cash flows of such Subsidiary); (b) so long as no Default or Event of Default shall have occurred exists or would reasonably be expected to be caused thereby (i) Subsidiaries of HCC may declare and be continuing after giving effect to the payment of any such dividend or investment, the Borrower may pay dividends to Holdings HCC and other shareholders of such Subsidiaries, (ii) HCC may repurchase or make investments in Holdings to permit Holdings to pay scheduled cash interest payments on redeem shares of HCC common stock from its employees and former employees so long as the Holdings Discount Notes or any refinancing thereof permitted by Section 7.2(h)(ii)) or to permit Holdings to make any payments permitted by Section 7.8(a)(ii) in an amount not to exceed the aggregate amount of interest required all such repurchases since the Initial Closing Date does not exceed $7,500,000, (iii) HCC may make open market repurchases of shares of HCC common stock so long as the aggregate amount of all such repurchases during the Term does not exceed $25,000,000, (iv) HCC may declare or pay dividends on and make mandatory stock repurchases (pursuant to be paid in cash by the terms of the Holdings Discount Notes Indenture or any refinancing thereof permitted by Section 7.2(h)(iiapplicable certificate of designation) or the amount of such payment made pursuant to Section 7.8(a)(ii), as applicable; (c) the Borrower may pay dividends to Holdings or make investments in Holdings to permit Holdings, and Holdings may pay dividends to SuperHoldings or make investments in SuperHoldings to permit SuperHoldings, to (i) pay corporate overhead expenses incurred in the ordinary course of business not to exceed $250,000 in any fiscal year and (ii) pay any taxes which are due and payable by SuperHoldings, Holdings and the Borrower as part of a consolidated group; (d) so long as no Default or Event of Default shall have occurred and be continuing, (i) the Borrower may pay dividends to Holdings or make investments in Holdings (andits preferred stock, if applicable, Holdings may use such proceeds to pay dividends to SuperHoldings or make investments in SuperHoldings) to permit Holdings to purchase Holdings’ common stock (or, if applicable, to permit SuperHoldings to purchase SuperHoldings’ common stock) or common stock options from present or former officers or employees, or the estate, heirs or legatees of such former officers or employees, of Holdings, the Borrower or any of their respective Subsidiaries upon the death, disability or termination of employment of such officer or employeeany, and (iiv) SuperHoldings and Holdings HCC may pay principal and interest on the Indebtedness permitted by Section 7.2(l), and the Borrower may declare or pay dividends to Holdings or make investments in Holdings (andon shares of HCC common stock, if applicable, Holdings may use such proceeds to pay dividends to SuperHoldings or make investments in SuperHoldings) to permit Holdings to (or, if applicable, to permit SuperHoldings to) pay principal and interest on the Indebtedness permitted by Section 7.2(l), provided, provided that the aggregate amount of such declarations or payments under pursuant to this paragraph clause (dv) after the Closing Date shall above does not exceed $1,000,000 per annum and $2,000,000 in the aggregate, net of any cash proceeds received by Holdings (or, if applicable, SuperHoldings) and contributed to the Borrower in connection with resales of any common stock or common stock options so purchased; (e) so long as no Default or Event of Default shall have occurred and be continuing after giving effect thereto, SuperHoldings or Holdings may make any Restricted Payment permitted by Section 7.2(l) in an aggregate amount not to exceed $1,000,000; provided that Restricted Payments in an aggregate amount in excess of $1,000,000 may be made so long as both immediately before and immediately after giving pro forma effect to such Restricted Payment, (i) the Consolidated Fixed Charge Coverage Ratio for the Test Period in effect at the time such Restricted Payment is made is at least 1.20 to 1.00 (determined on a Pro Forma Basis in respect of the Test Period in effect at such time) and (ii) Availability shall not be less than 25% of the Total Revolving Credit Commitments; and Consolidated Net Income of HCC for the period (ftaken as one accounting period) so long as no Default or Event from the beginning of Default shall the first fiscal quarter commencing after the Initial Closing Date to the end of HCC's most recently ended fiscal quarter for which financial statements have occurred been delivered to the Agent and be continuing after giving effect thereto, SuperHoldings or any of its Subsidiaries may purchase Capital Stock of SuperHoldings the Lenders pursuant to SuperHoldings’ restricted stock plan provided that subsection 10.1 at or prior to the aggregate purchase price for time of such Capital Stock (inclusive of reimbursement amounts in respect of Taxes) shall not exceed $5,000,000declaration or payment.

Limitation on Dividends. Declare or pay any dividend (other than dividends payable solely in common stock of the Person making such dividendParent Borrower or options, warrants or other rights to purchase common stock of the Parent Borrower) on, or make any payment on account of, or set apart assets for a sinking or other analogous fund for, the purchase, redemption, defeasance, retirement or other acquisition of, any shares of any class of Capital Stock of SuperHoldings, Holdings, the Parent Borrower or (other than any acquisition of their respective Subsidiaries Capital Stock deemed to occur upon the exercise of options if such Capital Stock represents a portion of the exercise price thereof) or any warrants or options to purchase any such Capital Stock, whether now or hereafter outstanding, or make any other distribution (other than distributions payable solely in common stock of the Parent Borrower or options, warrants or other rights to purchase common stock of the Parent Borrower) in respect thereof, either directly or indirectly, whether in cash or property or in obligations of Holdings, the Parent Borrower or (any of their respective Subsidiaries (collectivelythe foregoing, a “Restricted PaymentsPayment”), except that: (a) the Parent Borrower may pay cash dividends in an amount sufficient to allow any Subsidiary Parent Entity or Holdings to pay expenses (other than taxes) incurred in the ordinary course of business, provided that, if any Parent Entity shall own any material assets other than the Capital Stock of Holdings or another Parent Entity or other assets, relating to the ownership interest of such Parent Entity in another Parent Entity, Holdings or Subsidiaries of Holdings, such cash dividends with respect to such Parent Entity shall be limited to the reasonable and proportional share, as determined by the Parent Borrower in its reasonable discretion, of such expenses incurred by such Parent Entity relating or allocable to its ownership interest in Holdings or another Parent Entity and such other related assets; and provided, further, that if Holdings shall own any material assets other than Capital Stock of the Parent Borrower may make Restricted Payments or other assets relating to the ownership interest of Holdings in the Parent Borrower or any Wholly Owned Subsidiary Guarantor (and if such Subsidiary is not a Wholly Owned Subsidiary Subsidiaries of the Parent Borrower, such cash dividends with respect to Holdings shall be limited to the reasonable and proportional share, as determined by the Parent Borrower in its reasonable discretion, of such expenses incurred by Holdings relating to or allocable to its other holders of Capital Stock on a pro rata basis, provided that any such Restricted Payment to ownership interest in the Parent Borrower and such other holders of Capital Stock be attributable only to cash flows of such Subsidiary)related assets; (b) so long as no Default or Event of Default shall have occurred and be continuing after giving effect to the payment of any such dividend or investment, the Parent Borrower may pay cash dividends to Holdings or make investments in Holdings to permit Holdings to pay scheduled cash interest payments on the Holdings Discount Notes or any refinancing thereof permitted by Section 7.2(h)(ii)) or to permit Holdings to make any payments permitted by Section 7.8(a)(ii) in an amount not sufficient to exceed cover reasonable and necessary expenses (including professional fees and expenses) (other than taxes) incurred by any Parent Entity or Holdings in connection with (i) registration, public offerings and exchange listing of equity or debt securities and maintenance of the amount same, (ii) compliance with reporting obligations under, or in connection with compliance with, federal or state laws or under this Agreement, any of the other Loan Documents, the Senior Notes Debt Documents or any other agreement or instrument relating to Indebtedness of any Loan Party or any of the Restricted Subsidiaries and (iii) indemnification and reimbursement of directors, officers and employees in respect of liabilities relating to their serving in any such capacity, or obligations in respect of director and officer insurance (including premiums therefor), provided that, in the case of sub-clause (i) above, if any Parent Entity shall own any material assets other than the Capital Stock of Holdings or another Parent Entity or other assets relating to the ownership interest required of such Parent Entity in another Parent Entity, Holdings or its Subsidiaries, with respect to such Parent Entity such cash dividends shall be paid in cash limited to the reasonable and proportional share, as determined by the terms Parent Borrower in its reasonable discretion, of such expenses incurred by such Parent Entity relating or allocable to its ownership interest in another Parent Entity, Holdings and such other assets; and provided, further, that in the case of sub-clause (i) above, if Holdings shall own any material assets other than the Capital Stock of the Parent Borrower or other assets relating to the ownership interest of Holdings Discount Notes Indenture in the Parent Borrower or any refinancing thereof permitted its Subsidiaries, with respect to Holdings such cash dividends shall be limited to the reasonable and proportional share, as determined by Section 7.2(h)(ii) or the amount Parent Borrower in its reasonable discretion, of such payment made pursuant expenses incurred by Holdings relating or allocable to Section 7.8(a)(ii), as applicableits ownership interest in the Parent Borrower and such other assets; (c) the Parent Borrower may pay, without duplication, cash dividends (A) pursuant to the Tax Sharing Agreement or any other Transaction Agreement and (B) to pay dividends to or permit Holdings or make investments in Holdings any Parent Entity to permit Holdings, and Holdings may pay dividends to SuperHoldings or make investments in SuperHoldings to permit SuperHoldings, to (i) pay corporate overhead expenses incurred in the ordinary course of business not to exceed $250,000 in any fiscal year and (ii) pay any taxes which are due and payable by SuperHoldings, Holdings and the Borrower as part of a consolidated groupRelated Taxes; (d) so long as no Default or Event of Default shall have occurred and be continuing, (i) the Parent Borrower may pay cash dividends in an amount sufficient to allow Holdings or make investments any Parent Entity to repurchase shares of its Capital Stock or rights, options or units in Holdings (and, if applicable, Holdings may use such proceeds to pay dividends to SuperHoldings or make investments in SuperHoldings) to permit Holdings to purchase Holdings’ common stock (or, if applicable, to permit SuperHoldings to purchase SuperHoldings’ common stock) or common stock options respect thereof from present any Management Investors or former officers or employees, or the estate, heirs or legatees of such former officers or employees, of Holdings, the Borrower Management Investors (or any of their respective Subsidiaries upon heirs, successors, assigns, legal representatives or estates) (including any repurchase or acquisition by reason of the deathParent Borrower or any Parent Entity retaining any Capital Stock, disability option, warrant or termination other right in respect of employment tax withholding obligations, and any related payment in respect of any such officer obligations), or employeeas otherwise contemplated by any Management Subscription Agreements, for an aggregate purchase price not to exceed $20,000,000; provided that such amount shall be increased by (i) an amount equal to $5,000,000 on each anniversary of the Closing Date, commencing on the first anniversary of the Closing Date, and (ii) SuperHoldings and Holdings may pay principal and interest on an amount equal to the Indebtedness permitted by Section 7.2(l), and the Borrower may pay dividends proceeds to Holdings (whether received by it directly or make investments in Holdings (and, if applicable, Holdings may use such proceeds from a Parent Entity or applied to pay dividends Parent Entity Expenses) of any resales or new issuances of shares and options to SuperHoldings or make investments in SuperHoldings) any Management Investors, at any time after the initial issuances to permit Holdings to (orany Management Investors, if applicable, to permit SuperHoldings to) pay principal and interest on the Indebtedness permitted by Section 7.2(l), provided, that together with the aggregate amount of payments under this paragraph (d) deferred compensation owed by Holdings or any Restricted Subsidiary to any Management Investor that shall thereafter have been cancelled, waived or exchanged at any time after the Closing Date shall not exceed $1,000,000 per annum and $2,000,000 in the aggregate, net of initial issuances to any cash proceeds received by Holdings (or, if applicable, SuperHoldings) and contributed to the Borrower thereof in connection with resales the grant to such Management Investor of the right to receive or acquire shares of Holdings’ or any common stock or common stock options so purchasedParent Entity’s Capital Stock; (e) so long as no Default or Event of Default shall have occurred and be continuing after giving effect thereto, SuperHoldings or Holdings the Parent Borrower may make any Restricted Payment permitted by Section 7.2(l) pay cash dividends in an aggregate amount not to exceed $1,000,000; provided that Restricted Payments in an aggregate amount in excess of $1,000,000 may be made so long as both immediately before and immediately after giving pro forma effect to such Restricted Payment, sufficient (i) to allow Holdings and any Parent Entity to (x) pay all fees and expenses incurred in connection with the Consolidated Fixed Charge Coverage Ratio for Transactions and the Test Period other transactions expressly contemplated by this Agreement and the other Loan Documents and (y) satisfy its obligations under the Separation Agreement and the other Transaction Agreements, and (ii) to allow Holdings to perform its obligations under or in effect connection with the Loan Documents to which it is a party; (f) in addition to the foregoing dividends, the Parent Borrower may make additional Restricted Payments; provided that, at the time such Restricted Payment is made is at least 1.20 either (x) the Payment Conditions are satisfied or (y) to 1.00 the extent the Payment Conditions are not satisfied, (determined on a Pro Forma Basis in respect of i) the Test Period in effect at such time) Available Amount Payment Conditions are satisfied and (ii) Availability shall such Restricted Payments made pursuant to this clause (f)(y) are in an aggregate amount not be less than 25to exceed the sum of (x) the Available Amount plus (y) the greater of $35,000,000 and 1.0% of Consolidated Tangible Assets plus (z) the Total Revolving Credit CommitmentsAvailable Excluded Contribution Amount, in each case immediately prior to the time of the payment or making of such dividend, payment or distribution; and (fg) so long as no Default or Event of Default shall have occurred and be continuing after giving effect thereto, SuperHoldings or any of its Subsidiaries the Parent Borrower may purchase Capital Stock of SuperHoldings pursuant to SuperHoldings’ restricted stock plan pay cash dividends; provided that the aggregate purchase price for amount of such Capital Stock dividends pursuant to this clause (inclusive of reimbursement amounts g), when aggregated with (i) all cash consideration paid in respect of TaxesInvestments outstanding pursuant to Section 8.9(g)(ii)(C) shall and acquisitions pursuant to Section 8.10(b)(iii), (ii) all Investments outstanding pursuant to Section 8.9(p), proviso clause (i) and (iii) all optional prepayments made pursuant to 8.14(a)(i), do not exceed $5,000,000200,000,000 in the aggregate. For purposes of determining compliance with Section 8.7, in the event that any Restricted Payment meets the criteria of more than one of the types of Restricted Payments described in one or more of the clauses of Section 8.7, the Parent Borrower, in its sole discretion, shall classify such item of Restricted Payment and may include the amount and type of such Restricted Payment in one or more of such clauses (including in part under one such clause and in part under another such clause).

Limitation on Dividends. Declare or pay any dividend (other than dividends payable solely in common stock of the Person making such dividend) on, or make any payment on account of, or set apart assets for a sinking or other analogous fund for, the purchase, redemption, defeasance, retirement or other acquisition of, any shares of any class of Capital Stock of SuperHoldings, Holdings, the Borrower or any of their respective Subsidiaries or any warrants or options to purchase any such Capital Stock, whether now or hereafter outstanding, or make any other distribution in respect thereof, either directly or indirectly, whether in cash or property or in obligations of Holdings, the Borrower or any of their respective Subsidiaries (collectivelySubsidiary, “Restricted Payments”), except that:except (ai) any Subsidiary of the Borrower may make Restricted Payments to the Borrower or any Wholly Owned Subsidiary Guarantor (and if such Subsidiary is not a Wholly Owned Subsidiary of the Borrower, to its other holders of Capital Stock on a pro rata basis, provided that any such Restricted Payment to such other holders of Capital Stock be attributable only to cash flows of such Subsidiary)Guarantor; (b) so long as no Default or Event of Default shall have occurred and be continuing after giving effect to the payment of any such dividend or investment, the Borrower may pay dividends to Holdings or make investments in Holdings to permit Holdings to pay scheduled cash interest payments on the Holdings Discount Notes or any refinancing thereof permitted by Section 7.2(h)(ii)) or to permit Holdings to make any payments permitted by Section 7.8(a)(ii) in an amount not to exceed the amount of interest required to be paid in cash by the terms of the Holdings Discount Notes Indenture or any refinancing thereof permitted by Section 7.2(h)(ii) or the amount of such payment made pursuant to Section 7.8(a)(ii), as applicable; (cii) the Borrower may declare and pay dividends with respect to Holdings or make investments its Capital Stock payable solely in Holdings to permit Holdings, and Holdings may pay dividends to SuperHoldings or make investments in SuperHoldings to permit SuperHoldings, to (i) pay corporate overhead expenses incurred in the ordinary course of business not to exceed $250,000 in any fiscal year and (ii) pay any taxes which are due and payable by SuperHoldings, Holdings and the Borrower as part of a consolidated groupadditional Capital Stock constituting Permitted Equity Securities; (diii) so long as no Default or Event of Default shall have occurred and be continuing, (i) the Borrower may pay dividends to Holdings or make investments in Holdings (and, if applicable, Holdings may use such proceeds to pay dividends to SuperHoldings or make investments in SuperHoldings) to permit Holdings to purchase Holdings’ its common stock (or, if applicable, to permit SuperHoldings to purchase SuperHoldings’ common stock) or common stock options from present or former officers or employees, or the estate, heirs or legatees employees of such former officers or employees, of Holdings, the Borrower or any of their respective Subsidiaries Subsidiary upon the death, disability or termination of employment of such officer or employee, and (ii) SuperHoldings and Holdings may pay principal and interest on the Indebtedness permitted by Section 7.2(l), and the Borrower may pay dividends to Holdings or make investments in Holdings (and, if applicable, Holdings may use such proceeds to pay dividends to SuperHoldings or make investments in SuperHoldings) to permit Holdings to (or, if applicable, to permit SuperHoldings to) pay principal and interest on the Indebtedness permitted by Section 7.2(l), provided, that the aggregate amount of payments under this paragraph clause (diii) after subsequent to the Closing Date shall not exceed $1,000,000 per annum and $2,000,000 in the aggregate, date hereof (net of any cash proceeds received by Holdings (or, if applicable, SuperHoldings) and contributed the Borrower subsequent to the Borrower date hereof in connection with resales of any common stock or common stock options so purchased; (e) so long as no Default or Event of Default shall have occurred and be continuing after giving effect thereto, SuperHoldings or Holdings may make any Restricted Payment permitted by Section 7.2(l) in an aggregate amount not to exceed $1,000,000; provided that Restricted Payments in an aggregate amount in excess of $1,000,000 may be made so long as both immediately before and immediately after giving pro forma effect to such Restricted Payment, (i) the Consolidated Fixed Charge Coverage Ratio for the Test Period in effect at the time such Restricted Payment is made is at least 1.20 to 1.00 (determined on a Pro Forma Basis in respect of the Test Period in effect at such time) and (ii) Availability shall not be less than 25% of the Total Revolving Credit Commitments; and (f) so long as no Default or Event of Default shall have occurred and be continuing after giving effect thereto, SuperHoldings or any of its Subsidiaries may purchase Capital Stock of SuperHoldings pursuant to SuperHoldings’ restricted stock plan provided that the aggregate purchase price for such Capital Stock (inclusive of reimbursement amounts in respect of Taxes) shall not exceed $5,000,000500,000; (iv) the Borrower may consummate non-cash repurchases of capital stock that occur or are deemed to occur upon the non-cash exercise of stock options and warrants; and (v) for the avoidance of doubt, the Borrower may make regularly scheduled semi-annual payments of interest in respect of the Convertible Notes Indebtedness and may convert the Convertible Notes Indebtedness into shares of the Borrower's common stock in accordance with the terms of the Convertible Notes Indenture Documents (provided, that this provision shall not constitute any consent to a Change of Control).

Limitation on Dividends. Declare or pay any dividend (other than dividends payable solely in common stock on any shares of the Person making such dividend) onany class of stock, or make any payment on account of, or set apart assets for a sinking or other analogous fund for, the purchase, redemption, defeasance, retirement or other acquisition of, of any shares of any class of Capital Stock of SuperHoldingsstock (including, Holdingswithout limitation, the Borrower or any outstanding capital stock of their respective Subsidiaries or any warrants or options to purchase any such Capital StockParent), whether now or hereafter outstanding, or make any other distribution in respect thereof, either directly or indirectly, whether in cash or property or in obligations of Holdings, the Borrower or any of their respective its Subsidiaries (collectively, “Restricted Payments”all of the foregoing being referred to herein as "RESTRICTED PAYMENTS"), ; except that: (a) any Subsidiary of the Borrower Subsidiaries may make Restricted Payments pay dividends directly or indirectly to the Borrower or any Wholly Owned Subsidiary Guarantor (and if such Subsidiary is not a Wholly Owned Subsidiary of to Domestic Subsidiaries which are directly or indirectly wholly-owned by the Borrower, and Foreign Subsidiaries may pay dividends directly or indirectly to its other holders of Capital Stock on a pro rata basis, provided that any such Restricted Payment to such other holders of Capital Stock be attributable only to cash flows of such Subsidiary)Foreign Subsidiaries which are directly or indirectly wholly-owned by the Borrower; (b) the Borrower may pay dividends to Parent in an amount equal to the amount required for Parent to pay franchise taxes, fees and expenses necessary to maintain its status as a publicly held corporation and to conduct its activities as permitted under Section 10 of the Parent Guarantee; (c) so long as no Default or Event of Default shall have has occurred and be continuing or would occur after giving effect to the payment of any such dividend declaration or investmentpayment, the Borrower may may, from time to time, declare and pay cash dividends to Holdings or make investments in Holdings other distributions to permit Holdings to pay scheduled cash interest payments Parent on the Holdings Discount Notes or any refinancing thereof permitted by Section 7.2(h)(ii)) or to permit Holdings to make any payments permitted by Section 7.8(a)(ii) in an amount not to exceed the amount of interest required to be paid in cash by the terms common stock of the Holdings Discount Notes Indenture or any refinancing thereof permitted by Section 7.2(h)(ii) or Borrower; PROVIDED that the amount proceeds of such payment made pursuant dividends shall be used within 30 days of the receipt of such dividends by Parent to Section 7.8(a)(ii), as applicable; (c) the Borrower may pay dividends to Holdings or make investments in Holdings to permit Holdings, and Holdings may pay dividends to SuperHoldings or make investments in SuperHoldings to permit SuperHoldings, to (i) pay corporate overhead expenses incurred in the ordinary course of business not to exceed $250,000 in any fiscal year and (ii) pay any taxes which are due and payable by SuperHoldings, Holdings and the Borrower as part of a consolidated group; (d) so long as no Default or Event of Default shall have occurred and be continuing, (i) the Borrower may pay dividends to Holdings or make investments in Holdings (repurchase Parent stock and, if applicable, Holdings may use such proceeds to pay dividends to SuperHoldings or make investments in SuperHoldings) to permit Holdings to purchase Holdings’ common stock (or, if applicable, to permit SuperHoldings to purchase SuperHoldings’ common stock) or common stock options from present or former officers or employees, or the estate, heirs or legatees of such former officers or employees, of Holdings, the Borrower or any of their respective Subsidiaries upon the death, disability or termination of employment of such officer or employee, and (ii) SuperHoldings and Holdings may pay principal and interest on the Indebtedness permitted by Section 7.2(l), and the Borrower may pay dividends to Holdings or make investments in Holdings (and, if applicable, Holdings may use such proceeds to pay dividends to SuperHoldings or make investments in SuperHoldings) to permit Holdings to (or, if applicable, to permit SuperHoldings to) pay principal and interest on the Indebtedness permitted by Section 7.2(l), providedPROVIDED FURTHER, that the aggregate amount of payments under this paragraph (d) after the Closing Date shall such cash dividends and other distributions paid or made does not exceed (x) in any fiscal year of the Borrower, $1,000,000 per annum and $2,000,000 in 20,000,000 plus (to the aggregate, extent not previously used) the net of any cash proceeds received by Holdings (or, if applicable, SuperHoldings) and contributed to the Borrower in connection with resales respect of any common stock or common stock options so purchased; Employee Issuances after the Closing Date, and (e) so long as no Default or Event of Default shall have occurred and be continuing after giving effect thereto, SuperHoldings or Holdings may make any Restricted Payment permitted by Section 7.2(ly) in an the aggregate amount from and after the Closing Date, $75,000,000 plus (to the extent not to exceed $1,000,000; provided that Restricted Payments in an aggregate amount in excess of $1,000,000 may be made so long as both immediately before and immediately after giving pro forma effect to such Restricted Payment, (ipreviously used) the Consolidated Fixed Charge Coverage Ratio for net cash proceeds received by the Test Period in effect at the time such Restricted Payment is made is at least 1.20 to 1.00 (determined on a Pro Forma Basis Borrower in respect of any Employee Issuances after the Test Period in effect at such time) and (ii) Availability shall not be less than 25% of the Total Revolving Credit CommitmentsClosing Date; and (fd) so long as no Default any Non-Restricted Joint Venture Subsidiary, Restricted Joint Venture Subsidiary, Permitted Syndication Subsidiary or Event of Default shall have occurred Securitization Subsidiary may declare and be continuing after giving effect thereto, SuperHoldings or any of its Subsidiaries may purchase pay dividends and make other Restricted Payments with respect to the Capital Stock of SuperHoldings pursuant to SuperHoldings’ restricted stock plan provided that such Subsidiary now or hereafter outstanding; PROVIDED, in the aggregate purchase price for case of a dividend, each stockholder of such Capital Stock (inclusive of reimbursement amounts in respect of Taxes) shall not exceed $5,000,000Subsidiary receives its ratable share thereof.

Limitation on Dividends. Declare or pay any dividend (other than dividends payable solely in common stock of the Person making such dividendstock) on, or make any payment on account of, or set apart assets for a sinking or other analogous fund for, the purchase, redemption, defeasance, retirement or other acquisition of, any shares of any class of Capital Stock of SuperHoldings, Holdings, the Borrower Holdings or any of their respective its Subsidiaries or any warrants or options to purchase any such Capital Stock, whether now or hereafter outstanding, or make any other distribution in respect thereof, either directly or indirectly, whether in cash or property or in obligations of Holdings, the Borrower Holdings or any of their respective its Subsidiaries (collectivelysuch declarations, “payments, setting apart, purchases, redemptions, defeasance, retirements, acquisitions and distributions being herein called "Restricted Payments”"), except that: (a) the Borrower may make the following Restricted Payments to Holdings, so long as no Event of Default (or with respect to clause (vi) below, any interest payment Default hereunder) has occurred and is continuing or would be continuing after giving effect to such Restricted Payment, provided that the Borrower shall be permitted to make the Restricted Payments in clauses (iii) and (iv) below notwithstanding any such Event of Default, unless, in the case of clause (iv), such Event of Default relates to a payment Default under subsection 8(a): (i) payments, the proceeds of which shall be applied by Holdings directly to pay out of pocket expenses, for administrative, legal and accounting services provided by third parties that are reasonable and customary and incurred in the ordinary course of business for such professional services, or to pay franchise fees and similar costs; provided, however, any such administrative expenses shall not exceed an aggregate amount of $3,000,000 per fiscal year; (ii) payments, the proceeds of which will be used to repurchase the Capital Stock or other securities of Holdings from outside directors, employees or members of the management of Holdings, or any Subsidiary of Holdings, at a price not in excess of fair market value, in an aggregate amount following the Original Closing Date not in excess of $15,000,000, net of the proceeds received by Holdings as a result of any resales of any such Capital Stock or other securities; (iii) payments, the proceeds of which will be used to pay taxes of Holdings, the Borrower and its Subsidiaries as part of a consolidated, combined or unitary tax filing group or of the separate operations of Holdings; (iv) payments, the proceeds of which will be used to pay fees to Xxxxx Muse & Co. Partners, L.P. in accordance with the terms of its financial advisory agreement contemplated by subsection 7.10(b)(ii); (v) if such Restricted Payment is a purchase of Capital Stock or a distribution to Holdings to permit Holdings to purchase its Capital Stock, in either case, made in order to fulfill the obligations of Holdings or any of its Subsidiaries under an employee stock purchase plan or similar plan covering employees of Holdings or any Subsidiary of Holdings as from time to time in effect in an aggregate net amount following the Original Closing Date not to exceed $15,000,000; and (vi) at any time, the proceeds of which will be used to make Permitted Redemptions. (b) any Subsidiary may make Restricted Payments to the Borrower or any Wholly Owned Subsidiary Guarantor (and if such Subsidiary is not a Wholly Owned Subsidiary of the Borrower, to its other holders of Capital Stock on a pro rata basis, provided that any such Restricted Payment to such other holders of Capital Stock be attributable only to cash flows of such Subsidiary); (b) so long as no Default or Event of Default shall have occurred and be continuing after giving effect to the payment of any such dividend or investment, the Borrower may pay dividends to Holdings or make investments in Holdings to permit Holdings to pay scheduled cash interest payments on the Holdings Discount Notes or any refinancing thereof permitted by Section 7.2(h)(ii)) or to permit Holdings to make any payments permitted by Section 7.8(a)(ii) in an amount not to exceed the amount of interest required to be paid in cash by the terms of the Holdings Discount Notes Indenture or any refinancing thereof permitted by Section 7.2(h)(ii) or the amount of such payment made pursuant to Section 7.8(a)(ii), as applicable; (c) the Borrower may pay dividends to Holdings or make investments in Holdings to permit Holdings, and Holdings may pay dividends to SuperHoldings or make investments in SuperHoldings to permit SuperHoldings, to (i) pay corporate overhead expenses incurred in the ordinary course of business not to exceed $250,000 in any fiscal year and (ii) pay any taxes which are due and payable by SuperHoldings, Holdings and the Borrower as part of a consolidated group; (d) so long as no Default or Event of Default shall have occurred and be continuing, (i) the Borrower may pay dividends to Holdings or make investments in Holdings (and, if applicable, Holdings may use such proceeds to pay dividends to SuperHoldings or make investments in SuperHoldings) to permit Holdings to purchase Holdings’ common stock (or, if applicable, to permit SuperHoldings to purchase SuperHoldings’ common stock) or common stock options from present or former officers or employees, or the estate, heirs or legatees of such former officers or employees, of Holdings, the Borrower or any of their respective Subsidiaries upon the death, disability or termination of employment of such officer or employee, and (ii) SuperHoldings and Holdings may pay principal and interest on the Indebtedness permitted by Section 7.2(l), and the Borrower may pay dividends to Holdings or make investments in Holdings (and, if applicable, Holdings may use such proceeds to pay dividends to SuperHoldings or make investments in SuperHoldings) to permit Holdings to (or, if applicable, to permit SuperHoldings to) pay principal and interest on the Indebtedness permitted by Section 7.2(l), provided, that the aggregate amount of payments under this paragraph (d) after the Closing Date shall not exceed $1,000,000 per annum and $2,000,000 in the aggregate, net of any cash proceeds received by Holdings (or, if applicable, SuperHoldings) and contributed to the Borrower in connection with resales of any common stock or common stock options so purchased; (e) so long as no Default or Event of Default shall have occurred and be continuing after giving effect thereto, SuperHoldings or Holdings may make any Restricted Payment permitted by Section 7.2(l) in an aggregate amount not to exceed $1,000,000; provided that Restricted Payments in an aggregate amount in excess of $1,000,000 may be made so long as both immediately before and immediately after giving pro forma effect to such Restricted Payment, (i) the Consolidated Fixed Charge Coverage Ratio for the Test Period in effect at the time such Restricted Payment is made is at least 1.20 to 1.00 (determined on a Pro Forma Basis in respect of the Test Period in effect at such time) and (ii) Availability shall not be less than 25% of the Total Revolving Credit Commitments; and (f) so long as no Default or Event of Default shall have occurred and be continuing after giving effect thereto, SuperHoldings or any of its Subsidiaries may purchase Capital Stock of SuperHoldings pursuant to SuperHoldings’ restricted stock plan provided that the aggregate purchase price for such Capital Stock (inclusive of reimbursement amounts in respect of Taxes) shall not exceed $5,000,000Subsidiaries.

Limitation on Dividends. Declare or pay any dividend (other than dividends payable solely in common stock of the such Person making or in options, warrants or rights to purchase such dividendcommon stock) on, or make any payment on account of, or set apart assets for a sinking or other analogous fund for, the purchase, redemption, defeasance, retirement or other acquisition of, any shares of any class of Capital Stock of SuperHoldings, Holdings, the Borrower or any of their respective Subsidiaries such Person or any warrants or options to purchase any such Capital Stock, whether now or hereafter outstanding, or make any other distribution in respect thereof, either directly or indirectly, whether in cash or property or in obligations of Holdings, the Borrower Hanover or any Subsidiary of their respective Subsidiaries Hanover (collectively, “Restricted Payments”), except that: (a) any Subsidiary of the Borrower may make Restricted Payments to the Borrower or any Wholly Owned Subsidiary Guarantor (and that if such Subsidiary is not a Wholly Owned Subsidiary of the Borrower, to its other holders of Capital Stock on a pro rata basis, provided that any such Restricted Payment to such other holders of Capital Stock be attributable only to cash flows of such Subsidiary); (b) so long as no Default or Event of Default shall have occurred exists or would reasonably be expected to be caused thereby (i) Subsidiaries of Hanover may declare and be continuing after giving effect to the payment of any such dividend or investment, the Borrower may pay dividends to Holdings or make investments in Holdings Hanover (to permit Holdings the extent necessary to pay scheduled cash interest payments on on, or redeem, the Holdings Discount Notes or TIDES Debentures and any refinancing Refinancing Indebtedness incurred in respect thereof permitted by Section 7.2(h)(ii)) or to permit Holdings to make any payments permitted by Section 7.8(a)(iicover operating expenses of Hanover) in an amount not to exceed and other shareholders of such Subsidiaries and the amount of interest required to be paid in cash TIDES Trust may redeem the TIDES as contemplated by the terms TIDES Declaration of the Holdings Discount Notes Indenture or Trust and any refinancing thereof permitted by Section 7.2(h)(ii) or the amount of such payment made pursuant to Section 7.8(a)(ii), as applicable; (c) the Borrower may pay dividends to Holdings or make investments in Holdings to permit Holdings, and Holdings may pay dividends to SuperHoldings or make investments in SuperHoldings to permit SuperHoldings, to (i) pay corporate overhead expenses Refinancing Indebtedness incurred in the ordinary course of business not to exceed $250,000 in any fiscal year and respect thereof, (ii) pay any taxes which are due Hanover may repurchase or redeem shares of Hanover common stock from its employees and payable by SuperHoldings, Holdings and the Borrower as part of a consolidated group; (d) former employees so long as no Default or Event of Default shall have occurred and be continuing, (i) the Borrower may pay dividends to Holdings or make investments in Holdings (and, if applicable, Holdings may use such proceeds to pay dividends to SuperHoldings or make investments in SuperHoldings) to permit Holdings to purchase Holdings’ common stock (or, if applicable, to permit SuperHoldings to purchase SuperHoldings’ common stock) or common stock options from present or former officers or employees, or the estate, heirs or legatees of such former officers or employees, of Holdings, the Borrower or any of their respective Subsidiaries upon the death, disability or termination of employment of such officer or employee, and (ii) SuperHoldings and Holdings may pay principal and interest on the Indebtedness permitted by Section 7.2(l), and the Borrower may pay dividends to Holdings or make investments in Holdings (and, if applicable, Holdings may use such proceeds to pay dividends to SuperHoldings or make investments in SuperHoldings) to permit Holdings to (or, if applicable, to permit SuperHoldings to) pay principal and interest on the Indebtedness permitted by Section 7.2(l), provided, that the aggregate amount of payments under this paragraph (d) after all such repurchases since the Closing Date shall does not exceed $1,000,000 per annum 7,500,000, (iii) Subsidiaries of Hanover may declare and $2,000,000 in the aggregatepay dividends, net of any cash proceeds received by Holdings (oror make distributions, if applicable, SuperHoldings) and contributed to Hanover to the Borrower extent necessary to allow Hanover to pay scheduled interest on the 2008 Notes and any Refinancing Indebtedness incurred in connection with resales respect thereof, (iv) Subsidiaries of Hanover may declare and pay dividends, or make distributions, to Hanover to the extent necessary to allow Hanover to pay interest when due on the Hanover Convertible Notes and any common stock Refinancing Indebtedness incurred in respect thereof, (v) Subsidiaries of Hanover may declare and pay dividends, or common stock options so purchased; make distributions, to Hanover to the extent necessary to allow Hanover to pay interest when due on the 2003 Notes and any Refinancing Indebtedness incurred in respect thereof, and (evi) so long as no Default or Event of Default shall have occurred and be continuing after giving effect thereto, SuperHoldings or Holdings any Subsidiary may make any Restricted Payment permitted by Section 7.2(l) in an aggregate amount not to exceed $1,000,000; provided that Restricted Payments in an aggregate amount in excess to HCLP or to any Subsidiary of $1,000,000 may be made so long as both immediately before and immediately after giving pro forma effect to such Restricted Payment, (i) the Consolidated Fixed Charge Coverage Ratio for the Test Period in effect at the time such Restricted Payment is made is at least 1.20 to 1.00 (determined on a Pro Forma Basis in respect of the Test Period in effect at such time) and (ii) Availability shall not be less than 25% of the Total Revolving Credit Commitments; and (f) so long as no Default or Event of Default shall have occurred and be continuing after giving effect thereto, SuperHoldings or any of its Subsidiaries may purchase Capital Stock of SuperHoldings pursuant to SuperHoldings’ restricted stock plan provided that the aggregate purchase price for such Capital Stock (inclusive of reimbursement amounts in respect of Taxes) shall not exceed $5,000,000HCLP.

Limitation on Dividends. Declare or pay any dividend (other Other than dividends or other distributions payable solely in common stock of the Person making such dividend) Parent or, in the case of distributions to any Subsidiary of the Parent, Preferred Stock of the Parent, declare any dividend on, or make any payment on account of, or set apart assets for a sinking or other analogous fund for, for the purchase, redemption, defeasance, retirement or other acquisition of, any shares of any class of Capital Stock stock of SuperHoldings, Holdings, the Borrower Parent or any of their respective Subsidiaries or any warrants or options to purchase any such Capital Stockits Subsidiaries, whether now or hereafter outstanding, or make any other distribution in respect thereof, either directly or indirectly, whether in cash or property or in obligations of Holdings, the Borrower Parent or any of their respective Subsidiaries Subsidiary (collectivelysuch declarations, “payments, settings apart, purchases, redemptions, retirements, acquisitions and distributions being herein called "Restricted Payments”"), except that: (a) any Subsidiary of the Borrower may make Restricted Payments IMS Funding shall be permitted to pay dividends to the Borrower or any Wholly Owned Subsidiary Guarantor (and if such Subsidiary is not a Wholly Owned Subsidiary of the Borrower, to its other holders of Capital Stock on a pro rata basis, provided that any such Restricted Payment to such other holders of Capital Stock be attributable only to cash flows of such Subsidiary); (b) so long as no Default or Event of Default shall have occurred and be continuing after giving effect to the payment of any such dividend or investment, the Borrower may pay dividends to Holdings or make investments in Holdings to permit Holdings to pay scheduled cash interest payments on the Holdings Discount Notes or any refinancing thereof permitted by Section 7.2(h)(ii)) or to permit Holdings to make any payments permitted by Section 7.8(a)(ii) in an amount not to exceed the amount of interest required to be paid in cash by the terms of the Holdings Discount Notes Indenture or any refinancing thereof permitted by Section 7.2(h)(ii) or the amount of such payment made pursuant to Section 7.8(a)(ii), shall occur as applicable;a result thereof: (c) the Borrower may pay dividends to Holdings or make investments in Holdings to permit Holdings, and Holdings may pay dividends to SuperHoldings or make investments in SuperHoldings to permit SuperHoldings, to (i) pay corporate overhead expenses incurred in the ordinary course of business not to exceed $250,000 in any fiscal year and (ii) pay any taxes which are due and payable by SuperHoldings, Holdings and the Borrower as part of a consolidated group; (d) so long as no Default or Event of Default shall have occurred and be continuing, (i) the Borrower Parent may pay dividends make Restricted Payments on or in respect of Preferred Stock issued to Holdings one of the other Restricted Companies; (ii) the Parent may make Restricted Payments to redeem or repurchase its Class G Preferred Stock at a purchase price of up to $100.00 per share, plus accrued and unpaid dividends; (iii) any Subsidiary of the Parent may make investments Restricted Payments in Holdings cash, Intercompany Notes or securities (and, if applicable, Holdings may use such proceeds to pay dividends to SuperHoldings or make investments in SuperHoldings) to permit Holdings to purchase Holdings’ common stock (or, if applicable, to permit SuperHoldings to purchase SuperHoldings’ common stock) or common stock options from present or former officers or employees, or the estate, heirs or legatees other than Capital Stock of such former officers or employees, of Holdings, the Borrower or IU International) to the Parent or any wholly owned Restricted Company; (iv) Imsamet of their respective Subsidiaries upon Arizona may declare and make pro rata cash distributions to unrelated third parties holding minority equity interests to the deathextent permitted by its organizational documents as in effect on the date hereof; provided that such distribution, disability when considered together with any concurrent distribution by Imsamet of Arizona to IMSAMET or termination the Parent, is not disadvantageous to the Lenders in any material respect; and (v) the Parent may make Restricted Payments in cash on or in respect of employment the Capital Stock of such officer or employee, (A) White Motor Corporation relating to White Motor Corporation's 1983 Plan of Reorganization and (iiB) SuperHoldings IU International and Holdings may pay principal and interest on the Indebtedness permitted by Section 7.2(l), and the Borrower may pay dividends its Subsidiaries with respect to Holdings or make investments in Holdings (and, if applicable, Holdings may use such proceeds periods prior to pay dividends to SuperHoldings or make investments in SuperHoldings) to permit Holdings to (or, if applicable, to permit SuperHoldings to) pay principal and interest on the Indebtedness permitted by Section 7.2(l), provided, 1989; provided that the aggregate amount of such payments under this paragraph (d) after the Closing Date shall not exceed $1,000,000 per annum and $2,000,000 in the aggregate, net of any cash proceeds received by Holdings (or, if applicable, SuperHoldings) and contributed to the Borrower in connection with resales of any common stock or common stock options so purchased; (e) so long as no Default or Event of Default shall have occurred and be continuing after giving effect thereto, SuperHoldings or Holdings may make any Restricted Payment permitted by Section 7.2(l) in an aggregate amount not to exceed $1,000,000; provided that Restricted Payments in an aggregate amount in excess of $1,000,000 may be made so long as both immediately before and immediately after giving pro forma effect to such Restricted Payment, this clause (i) the Consolidated Fixed Charge Coverage Ratio for the Test Period in effect at the time such Restricted Payment is made is at least 1.20 to 1.00 (determined on a Pro Forma Basis in respect of the Test Period in effect at such time) and (ii) Availability shall not be less than 25% of the Total Revolving Credit Commitments; and (f) so long as no Default or Event of Default shall have occurred and be continuing after giving effect thereto, SuperHoldings or any of its Subsidiaries may purchase Capital Stock of SuperHoldings pursuant to SuperHoldings’ restricted stock plan provided that the aggregate purchase price for such Capital Stock (inclusive of reimbursement amounts in respect of Taxesv) shall not exceed $5,000,000500,000.

Limitation on Dividends. Declare or pay any dividend (other than dividends payable solely in common stock Capital Stock of the Person making such dividend) on, or make any payment on account of, or set apart assets for a sinking or other analogous fund for, the purchase, redemption, defeasance, retirement or other acquisition of, any shares of any class of Capital Stock of SuperHoldings, Holdings, the Parent Borrower or any of their respective Subsidiaries Subsidiary or any warrants or options to purchase any such Capital Stock, whether now or hereafter outstanding, or make any other distribution in respect thereof, either directly or indirectly, whether in cash or property or in obligations of Holdings, the Parent Borrower or any of their respective Subsidiaries Subsidiary (collectively, “Restricted Payments”), except thatexcept: (a) that (i) any Subsidiary of the Borrower that is not a Loan Party may make Restricted Payments to the Parent Borrower or any Wholly Wholly-Owned Subsidiary and (ii) any Subsidiary Guarantor (and if such Subsidiary is not a Wholly may make Restricted Payments to the Parent Borrower or any Wholly-Owned Subsidiary of the Borrower, to its other holders of Capital Stock on a pro rata basis, provided that any such Restricted Payment to such other holders of Capital Stock be attributable only to cash flows of such Subsidiary)Guarantor; (b) so long as no Default or Event (A) repurchases of Default shall have occurred and be continuing after giving effect Capital Stock made in order to fulfill the payment obligations of any such dividend or investment, the Parent Borrower may pay dividends to Holdings or make investments in Holdings to permit Holdings to pay scheduled cash interest payments on the Holdings Discount Notes or any refinancing thereof permitted by Section 7.2(h)(ii)Subsidiary under an employee or director stock purchase plan or similar plan covering employees of the Parent Borrower or any Subsidiary as from time to time in effect and (B) or to permit Holdings to make any cash payments permitted by Section 7.8(a)(ii) made in lieu of issuing fractional shares of Borrower’s Capital Stock, in an aggregate amount for purposes of clauses (A) and (B) not to exceed the amount of interest required to be paid in cash by the terms of the Holdings Discount Notes Indenture or any refinancing thereof permitted by Section 7.2(h)(ii) or the amount of such payment made pursuant to Section 7.8(a)(ii), as applicable$20,000,000 per year; (c) redemptions of Capital Stock in connection with a rights plan adopted by the Board of Directors of the Parent Borrower may pay dividends in an aggregate amount equal to Holdings or make investments in Holdings to permit Holdings, and Holdings may pay dividends to SuperHoldings or make investments in SuperHoldings to permit SuperHoldings, to (i) pay corporate overhead expenses incurred in $20,000,000 since the ordinary course of business not to exceed $250,000 in any fiscal year and (ii) pay any taxes which are due and payable by SuperHoldings, Holdings and the Borrower as part of a consolidated groupThird Restatement Closing Date; (d) so long as no Default or Event of Default shall have occurred and be continuing, (i) the Parent Borrower may pay dividends to Holdings or make investments Restricted Payments in Holdings (and, if applicable, Holdings may use such proceeds to pay dividends to SuperHoldings or make investments in SuperHoldings) to permit Holdings to purchase Holdings’ common stock (or, if applicable, to permit SuperHoldings to purchase SuperHoldings’ common stock) or common stock options from present or former officers or employees, or the estate, heirs or legatees of such former officers or employees, of Holdings, the Borrower or any of their respective Subsidiaries upon the death, disability or termination of employment of such officer or employee, and (ii) SuperHoldings and Holdings may pay principal and interest on the Indebtedness permitted by Section 7.2(l), and the Borrower may pay dividends to Holdings or make investments in Holdings (and, if applicable, Holdings may use such proceeds to pay dividends to SuperHoldings or make investments in SuperHoldings) to permit Holdings to (or, if applicable, to permit SuperHoldings to) pay principal and interest on the Indebtedness permitted by Section 7.2(l), provided, that the aggregate amount of payments under this paragraph (d) after the Closing Date shall not exceed $1,000,000 per annum and $2,000,000 in the aggregate, net of any cash proceeds received by Holdings (or, if applicable, SuperHoldings) and contributed to the Borrower in connection with resales of any common stock or common stock options so purchased; (e) so long as no Default or Event of Default shall have occurred and be continuing after giving effect thereto, SuperHoldings or Holdings may make any Restricted Payment permitted by Section 7.2(l) fiscal year in an aggregate amount not to exceed $1,000,00040,000,000; provided that Restricted Payments in an aggregate amount in excess of $1,000,000 may be made and (e) so long as both immediately before and immediately after giving pro forma effect to such Restricted Payment, (i) the Consolidated Fixed Charge Coverage Total Leverage Ratio for of the Test Period in Parent Borrower and its Subsidiaries is no greater than 3.25 to 1.00, computed on a pro forma basis (giving effect at the time to such Restricted Payment is made is and any Indebtedness incurred in connection therewith) as at least 1.20 to 1.00 (determined on a Pro Forma Basis in respect the last day of the Test Period in effect at such time) most recently ended fiscal quarter of the Parent Borrower and its Subsidiaries for which financial statements are available and (ii) Availability shall not be less than 25% of the Total Revolving Credit Commitments; and (f) so long as no Default or Event of Default shall have has occurred and be is continuing after giving effect theretoor would result therefrom, SuperHoldings or any of its Subsidiaries the Parent Borrower may purchase Capital Stock of SuperHoldings pursuant to SuperHoldings’ restricted stock plan provided that the aggregate purchase price for such Capital Stock (inclusive of reimbursement amounts make Restricted Payments in respect of Taxes) shall not exceed $5,000,000an unlimited amount.

Limitation on Dividends. Declare or pay any dividend (other than dividends payable solely in common stock of the Person making such dividendBorrower or the Parent) on, or make any payment on account of, or set apart assets for a sinking or other analogous fund for, the purchase, redemption, defeasance, retirement or other acquisition of, any shares of any class of Capital Stock of SuperHoldings, Holdings, the Borrower or any of their respective Subsidiaries or any warrants or options to purchase any such Capital Stockthe Parent, whether now or hereafter outstanding, or make any other distribution in respect thereof, either directly or indirectly, whether in cash or property or in obligations of Holdingsthe Parent, the Borrower or any of their respective Subsidiaries (collectively, “Restricted Payments”), Subsidiary except that: (a) any Subsidiary of the Borrower may make Restricted Payments pay cash dividends to the Parent in an amount sufficient to pay tax liabilities of the Parent which are paid in cash by the Parent to any taxing authority and which are attributable to income, business, properties or activities of or distribution of earnings by, the Parent or its Subsidiaries; provided that the Parent shall contribute to the Borrower or the amount of any Wholly Owned Subsidiary Guarantor (and if such Subsidiary is not a Wholly Owned Subsidiary of the Borrower, to its other holders of Capital Stock on a pro rata basis, provided that any such Restricted Payment to such other holders of Capital Stock be attributable only to cash flows refunds of such Subsidiary)tax payments upon receipt thereof; (b) the Borrower may pay cash dividends to the Parent, in addition to dividends otherwise permitted by this subsection 7.8, to enable the Parent to pay expenses in the ordinary course of business in an aggregate amount not to exceed in any fiscal year, when added to all Indebtedness of the Parent incurred in such fiscal year pursuant to subsection 7.2(j), $250,000; (c) the Borrower may pay cash dividends to the Parent to enable the Parent to pay premiums to insurance companies for directors' and officers' insurance with respect to the Parent; (d) the Borrower may pay cash dividends to the Parent to enable the Parent to pay for the printing and distribution of financial reports of the Parent, proxy solicitations and other communications with shareholders of the Parent and for filings with the Securities and Exchange Commission and costs directly related to the annual meeting of shareholders of the Parent; (e) the Borrower may pay cash dividends to the Parent to enable the Parent to pay directors' fees and expenses to directors of the Parent; (f) the Borrower may pay cash dividends to the Parent to enable the Parent to pay fees owed by the Parent to its transfer agent; (g) the Borrower may pay cash dividends to the Parent to pay fees to the Parent's independent auditors, tax advisors and outside attorneys in the ordinary course of business; (h) the Borrower may pay cash dividends to the Parent to pay obligations of the Parent incurred under any Interest Rate Protection Agreement or Commodity Price Protection Agreement permitted pursuant to subsection 7.10(1); and (i) so long as no Default or Event of Default shall have occurred and be continuing after giving effect to the payment of any such dividend or investmentwould result therefrom, the Borrower may purchase, repurchase, redeem or retire any share of its Capital Stock and/or pay cash dividends to Holdings or make investments in Holdings to permit Holdings to pay scheduled cash interest payments on the Holdings Discount Notes or any refinancing thereof permitted by Section 7.2(h)(ii)) or to permit Holdings to make any payments permitted by Section 7.8(a)(ii) in an amount not to exceed the amount of interest required to be paid in cash by the terms of the Holdings Discount Notes Indenture or any refinancing thereof permitted by Section 7.2(h)(ii) or the amount of such payment made pursuant to Section 7.8(a)(ii), as applicable; (c) the Borrower may pay dividends to Holdings or make investments in Holdings to permit Holdings, and Holdings may pay dividends to SuperHoldings or make investments in SuperHoldings to permit SuperHoldings, to (i) pay corporate overhead expenses incurred in the ordinary course of business not to exceed $250,000 in any fiscal year and (ii) pay any taxes which are due and payable by SuperHoldings, Holdings and the Borrower as part of a consolidated group; (d) so long as no Default or Event of Default shall have occurred and be continuing, (i) the Borrower may pay dividends to Holdings or make investments in Holdings (and, if applicable, Holdings may use such proceeds to pay dividends to SuperHoldings or make investments in SuperHoldings) to permit Holdings to purchase Holdings’ common stock (or, if applicable, to permit SuperHoldings to purchase SuperHoldings’ common stock) or common stock options from present or former officers or employees, or the estate, heirs or legatees of such former officers or employees, of Holdings, the Borrower or any of their respective Subsidiaries upon the death, disability or termination of employment of such officer or employee, and (ii) SuperHoldings and Holdings may pay principal and interest on the Indebtedness permitted by Section 7.2(l)Parent, and the Borrower Parent may purchase, repurchase, redeem or retire any share of its Capital Stock and/or pay cash dividends to Holdings or make investments in Holdings (and, if applicable, Holdings may use such proceeds to pay dividends to SuperHoldings or make investments in SuperHoldings) to permit Holdings to (or, if applicable, to permit SuperHoldings to) pay principal and interest on the Indebtedness permitted by Section 7.2(l), provided, that the aggregate amount of payments under this paragraph (d) after the Closing Date shall not exceed $1,000,000 per annum and $2,000,000 in the aggregate, net of any cash proceeds received by Holdings (or, if applicable, SuperHoldings) and contributed to the Borrower in connection with resales of any common stock or common stock options so purchased; (e) so long as no Default or Event of Default shall have occurred and be continuing after giving effect thereto, SuperHoldings or Holdings may make any Restricted Payment permitted by Section 7.2(l) in an aggregate amount not to exceed $1,000,000; provided that Restricted Payments in an aggregate amount in excess of $1,000,000 may be made so long as both immediately before and immediately after giving pro forma effect to such Restricted Payment, (i) the Consolidated Fixed Charge Coverage Ratio for the Test Period in effect at the time such Restricted Payment is made is at least 1.20 to 1.00 (determined on a Pro Forma Basis in respect of the Test Period in effect at such time) and (ii) Availability shall not be less than 25% of the Total Revolving Credit Commitments; and (f) so long as no Default or Event of Default shall have occurred and be continuing after giving effect thereto, SuperHoldings or any of its Subsidiaries may purchase Capital Stock of SuperHoldings pursuant to SuperHoldings’ restricted stock plan provided that the aggregate purchase price for such Capital Stock (inclusive of reimbursement amounts in respect of Taxes) shall not exceed $5,000,000shareholders.

Limitation on Dividends. Declare or pay any dividend (other than dividends payable solely in common stock Capital Stock of the Person making such dividend) on, or make any payment on account of, or set apart assets for a sinking or other analogous fund for, the purchase, redemption, defeasance, retirement or other acquisition of, any shares of any class of Capital Stock of SuperHoldings, Holdings, the Borrower or any of their respective Subsidiaries or any warrants or options to purchase any such Capital StockSubsidiary, whether now or hereafter outstanding, or make any other distribution in respect thereof, either directly or indirectly, whether in cash or property or in obligations of Holdings, the Borrower or any of their respective Subsidiaries Subsidiary (collectively, “"Restricted Payments”"), except that: (a) any Subsidiary of the Borrower may make Restricted Payments to the Borrower or any Wholly Owned to another Subsidiary Guarantor (other than, prior to and if such so long as the Garden Programming Loan Agreement is in effect and Garden Programming shall not have become party to the Subsidiary is not a Wholly Owned Subsidiary of Guaranty and the BorrowerCredit Party Security Agreement, to its other holders of Capital Stock on a pro rata basis, provided that any such Restricted Payment to such other holders of Capital Stock be attributable only to cash flows of such SubsidiaryGarden Programming); (b) so long as no Default or Event of Default shall have occurred and be continuing after giving effect to the payment of any such dividend or investment, the Borrower may pay dividends make cash distributions to Holdings or make investments in Holdings any Partner pursuant to permit Holdings the Limited Partnership Agreement solely to pay scheduled cash interest payments on the Holdings Discount Notes or any refinancing thereof permitted by Section 7.2(h)(ii)) or to permit Holdings enable such Partner to make any tax payments permitted by Section 7.8(a)(ii) in an amount not with respect to exceed the amount of interest required to be paid in cash by the terms such Partner's share of the Holdings Discount Notes Indenture Borrower's income or any refinancing thereof permitted by Section 7.2(h)(ii) or the amount of such payment made pursuant to Section 7.8(a)(ii), as applicablegains; (c) the Borrower may pay dividends create and make payments to Holdings or make investments in Holdings its employees pursuant to permit Holdings, and Holdings may pay dividends to SuperHoldings or make investments in SuperHoldings to permit SuperHoldings, to (i) pay corporate overhead expenses incurred any "phantom" equity incentive plan created in the ordinary course of business not to exceed $250,000 in any fiscal year and (ii) pay any taxes which are due and payable by SuperHoldings, Holdings and the Borrower as part of a consolidated groupfor its employees; (d) so long as no Default or Event the Partnership Transaction and other payments pursuant to the Partnership Interest Transfer Agreement shall be permitted in accordance with the terms of Default shall have occurred and be continuing, the Partnership Interest Transfer Agreement; (ie) the Borrower may pay dividends transaction contemplated by subsection 7.5(c); (f) for avoidance of doubt, the repayment of any "Partner Loans" (as defined in the Limited Partnership Agreement) permitted to Holdings be made pursuant to subsection 7.2(e) shall be permitted; and (g) for avoidance of doubt, the adjustment of the "Profit Percentage" (as defined in the Limited Partnership Agreement) of ITT MSG (or make investments any Person substituted for ITT MSG as a limited partner of the Borrower) in Holdings (and, if applicable, Holdings may use such proceeds connection with the contribution of the Aircraft to pay dividends to SuperHoldings or make investments in SuperHoldings) to permit Holdings to purchase Holdings’ common stock (or, if applicable, to permit SuperHoldings to purchase SuperHoldings’ common stock) or common stock options from present or former officers or employees, or the estate, heirs or legatees of such former officers or employees, of Holdings, the Borrower or any of their respective its Subsidiaries upon as contemplated by the death, disability or termination of employment of such officer or employee, and (ii) SuperHoldings and Holdings may pay principal and interest on the Indebtedness permitted by Section 7.2(l), Aircraft Contribution Agreement and the Borrower may pay dividends to Holdings or make investments in Holdings (and, if applicable, Holdings may use such proceeds to pay dividends to SuperHoldings or make investments in SuperHoldings) to permit Holdings to (or, if applicable, to permit SuperHoldings to) pay principal and interest on the Indebtedness permitted by Section 7.2(l), provided, that the aggregate amount of payments under this paragraph (d) after the Closing Date shall not exceed $1,000,000 per annum and $2,000,000 in the aggregate, net of any cash proceeds received by Holdings (or, if applicable, SuperHoldings) and contributed to the Borrower in connection with resales of any common stock or common stock options so purchased; (e) so long as no Default or Event of Default shall have occurred and be continuing after giving effect thereto, SuperHoldings or Holdings may make any Restricted Payment permitted by Section 7.2(l) in an aggregate amount not to exceed $1,000,000; provided that Restricted Payments in an aggregate amount in excess of $1,000,000 may be made so long as both immediately before and immediately after giving pro forma effect to such Restricted Payment, (i) the Consolidated Fixed Charge Coverage Ratio for the Test Period in effect at the time such Restricted Payment is made is at least 1.20 to 1.00 (determined on a Pro Forma Basis in respect of the Test Period in effect at such time) and (ii) Availability shall not be less than 25% of the Total Revolving Credit Commitments; and (f) so long as no Default or Event of Default shall have occurred and be continuing after giving effect thereto, SuperHoldings or any of its Subsidiaries may purchase Capital Stock of SuperHoldings pursuant to SuperHoldings’ restricted stock plan provided that the aggregate purchase price for such Capital Stock (inclusive of reimbursement amounts in respect of Taxes) shall not exceed $5,000,000Limited Partnership Agreement.

Limitation on Dividends. Declare or pay any dividend (other than dividends payable solely in common stock of the Person making such dividendBorrower) on, or make any payment on account of, or set apart assets for a sinking or other analogous fund for, the purchase, redemption, defeasance, retirement or other acquisition of, any shares of any class of Capital Stock of SuperHoldings, Holdings, the Borrower or any of their respective Subsidiaries or any warrants or options to purchase any such Capital StockStock or make any prepayment, repurchase, redemption or defeasance in respect of the Three Cities Subordinated Debt or any Special Subordinated Debt (other than with the proceeds of Replacement Subordinated Debt and regularly scheduled payments in accordance with the terms thereof), whether now or hereafter outstanding, or make any other distribution in respect thereof, either directly or indirectly, whether in cash or property or in obligations of Holdings, the Borrower or any of their respective Subsidiaries Subsidiary (collectivelysuch declarations, “Restricted Payments”payments, setting apart, purchases, redemptions, defeasances, retirements, acquisitions and distributions being herein called "RESTRICTED PAYMENTS"), except that: (a) any Subsidiary of that the Borrower may make Restricted Payments to as follows: (a) prepayments, repurchases, redemptions or defeasances of any Subordinated Debt made with the Borrower or any Wholly Owned Subsidiary Guarantor (and if such Subsidiary is not a Wholly Owned Subsidiary proceeds of the Borrower, to its other holders of Capital Stock on a pro rata basis, provided that any such Restricted Payment to such other holders of Capital Stock be attributable only to cash flows of such Subsidiary)Replacement Subordinated Debt; (b) so long as no Default prepayments, repurchases, redemptions or Event of Default shall have occurred and be continuing after giving effect to the payment defeasances of any such dividend or investmentSpecial Subordinated Debt made no earlier than June 30, 2002 (unless paid from proceeds described in Exhibit 1.2-B(1) of the Borrower may pay dividends to Holdings or make investments in Holdings to permit Holdings to pay scheduled cash interest payments on the Holdings Discount Notes or any refinancing thereof permitted by Section 7.2(h)(ii)) or to permit Holdings to make any payments permitted by Section 7.8(a)(iiPrecision Acquisition Agreement) in an amount not to exceed the amount of interest required to be paid in cash by the terms of the Holdings Discount Notes Indenture or any refinancing thereof permitted by Section 7.2(h)(ii) or the amount of such payment made pursuant to Section 7.8(a)(ii), as applicable$3,000,000; (c) purchases of the Capital Stock of the Borrower may pay dividends to Holdings in connection with the payment of the option price or make investments taxes in Holdings to permit Holdings, and Holdings may pay dividends to SuperHoldings connection with the exercising of options or make investments in SuperHoldings to permit SuperHoldings, to (i) pay corporate overhead expenses incurred the grant of restricted shares under compensation plans of the Borrower done in the ordinary course of the Borrower's business not to exceed $250,000 in any fiscal year and (ii) pay any taxes which are due and payable by SuperHoldings, Holdings and consistent with past practices of the Borrower as part of a consolidated group;Borrower; and (d) so long as no Default or Event purchases of Default shall have occurred and be continuing, (i) the Borrower may pay dividends to Holdings or make investments in Holdings (and, if applicable, Holdings may use such proceeds to pay dividends to SuperHoldings or make investments in SuperHoldings) to permit Holdings to purchase Holdings’ common stock (or, if applicable, to permit SuperHoldings to purchase SuperHoldings’ common stock) or common stock options from present or former officers or employees, or the estate, heirs or legatees Capital Stock of such former officers or employees, of Holdings, the Borrower or any of their respective Subsidiaries upon the death, disability or termination of employment of such officer or employee, and (ii) SuperHoldings and Holdings may pay principal and interest on the Indebtedness permitted by Section 7.2(l), and the Borrower may pay dividends to Holdings or make investments in Holdings (and, if applicable, Holdings may use such proceeds to pay dividends to SuperHoldings or make investments in SuperHoldings) to permit Holdings to (or, if applicable, to permit SuperHoldings to) pay principal and interest on the Indebtedness permitted by Section 7.2(l), provided, that the aggregate amount of payments under this paragraph (d) after the Closing Date shall not exceed $1,000,000 per annum and $2,000,000 in the aggregate, net of any cash proceeds received by Holdings (or, if applicable, SuperHoldings) and contributed to the Borrower in connection with resales the termination of any common stock or common stock options so purchased; (e) so long as no Default or Event of Default shall have occurred and be continuing after giving effect thereto, SuperHoldings or Holdings may make any Restricted Payment pension plans to the extent permitted by Section 7.2(l5.5(b)." (g) in an aggregate amount not to exceed $1,000,000; provided that Restricted Payments in an aggregate amount in excess of $1,000,000 may be made so long as both immediately before and immediately after giving pro forma effect to such Restricted Payment, Section 10 is hereby amended by (i) adding the Consolidated Fixed Charge Coverage Ratio for the Test Period in effect word "or" at the time such Restricted Payment is made is at least 1.20 to 1.00 end of clause (determined on a Pro Forma Basis in respect of the Test Period in effect at such timem) thereof and (ii) Availability shall not be less than 25% of the Total Revolving Credit Commitments; andadding a new clause (n) to read in its entirety as follows: (fn) so long as no Default The Warrant shall cease, for any reason, prior to its exercise or Event of Default shall have occurred surrender by the holder thereof, to be in full force and be continuing after giving effect theretoeffect, SuperHoldings or any Loan Party or any shareholder of its Subsidiaries may purchase Capital Stock of SuperHoldings pursuant to SuperHoldings’ restricted stock plan provided that the aggregate purchase price for such Capital Stock (inclusive of reimbursement amounts any Loan Party shall so assert in respect of Taxes) shall not exceed $5,000,000writing."

Limitation on Dividends. Declare or pay any dividend (other than dividends payable solely in common stock of the Person making such dividendBorrower or options, warrants or other rights to purchase common stock of the Borrower) on, or make any payment on account of, or set apart assets for a sinking or other analogous fund for, the purchase, redemption, defeasance, retirement or other acquisition of, any shares of any class of Capital Stock of SuperHoldings, Holdings, the Borrower or any of their respective Subsidiaries or any warrants or options to purchase any such Capital Stock, whether now or hereafter outstanding, or make any other distribution (other than distributions payable solely in common stock of the Borrower or options, warrants or other rights to purchase common stock of the Borrower) in respect thereof, either directly or indirectly, whether in cash or property or in obligations of Holdings, the Borrower or any of their respective Subsidiaries (collectively, “Restricted Payments”)Borrower, except that: (a) any Subsidiary of the Borrower may make Restricted Payments pay cash dividends in an amount sufficient to allow RIC Holding and Holding to pay expenses incurred in the Borrower or ordinary course of business in an aggregate amount not to exceed $1,000,000 in any Wholly Owned Subsidiary Guarantor (and if such Subsidiary is not a Wholly Owned Subsidiary of the Borrower, to its other holders of Capital Stock on a pro rata basis, provided that any such Restricted Payment to such other holders of Capital Stock be attributable only to cash flows of such Subsidiary)fiscal year; (b) so long as no Default or Event of Default shall have occurred and be continuing after giving effect to the payment of any such dividend or investment, the Borrower may pay cash dividends to Holdings or make investments in Holdings to permit Holdings to pay scheduled cash interest payments on the Holdings Discount Notes or any refinancing thereof permitted by Section 7.2(h)(ii)) or to permit Holdings to make any payments permitted by Section 7.8(a)(ii) in an amount not sufficient to exceed the amount cover reasonable and necessary expenses (including professional fees and expenses) incurred by Holding or RIC Holding in connection with (a) registration, public offerings and exchange listing of interest required to be paid in cash by the terms equity or debt securities and maintenance of the Holdings Discount Notes Indenture same, (b) compliance with reporting obligations under federal or state laws or under this Agreement or any refinancing thereof permitted by Section 7.2(h)(iiof the other Loan Documents and (c) or the amount indemnification and reimbursement of directors, officers and employees in respect of liabilities relating to their serving in any such payment made pursuant to Section 7.8(a)(ii), as applicablecapacity; (c) the Borrower may pay cash dividends in amounts sufficient to Holdings pay taxes to be paid by Holding or make investments in Holdings RIC Holding to permit Holdings, and Holdings may pay dividends to SuperHoldings or make investments in SuperHoldings to permit SuperHoldings, to (i) pay corporate overhead expenses incurred in the ordinary course of business not to exceed $250,000 in any fiscal year and (ii) pay any taxes which are due and payable by SuperHoldings, Holdings and the Borrower as part of a consolidated grouptaxing authority; (d) so long the Borrower may pay cash dividends in an amount sufficient to allow Holding to repurchase shares of its Capital Stock or rights, options or units in respect thereof from any Management Investors or former Management Investors (or any of their respective heirs, successors, assigns, legal representatives or estates), or as no Default or Event of Default otherwise contemplated by any Management Subscription Agreements, for an aggregate purchase price not to exceed $20,000,000 from and after the Closing Date; PROVIDED that such amount shall have occurred and be continuing, increased by (i) an amount equal to $5,000,000 on each anniversary of the Closing Date, commencing on the first anniversary of the Closing Date, and (ii) an amount equal to the proceeds of any resales or new issuances of shares and options to any Management Investors, at any time after the initial issuances to any Management Investors, together with the aggregate amount of deferred compensation owed by Holding or any of its Subsidiaries to any Management Investor that shall thereafter have been cancelled, waived or exchanged at any time after the initial issuances to any thereof in connection with the grant to such Management Investor of the right to receive or acquire shares of Holding Capital Stock; PROVIDED, FURTHER, that the cash dividends paid in respect of repurchases from Management Investors shall not exceed in the aggregate during each fiscal year of Holding an amount equal to $6,000,000; (e) the Borrower may pay cash dividends in an amount sufficient to Holdings or make investments in Holdings (and, if applicable, Holdings may use such proceeds allow each of Holding and RIC Holding to pay dividends to SuperHoldings or make investments in SuperHoldings) to permit Holdings to purchase Holdings’ common stock (or, if applicable, to permit SuperHoldings to purchase SuperHoldings’ common stock) or common stock options from present or former officers or employees, or the estate, heirs or legatees of such former officers or employees, of Holdings, the Borrower or any of their respective Subsidiaries upon the death, disability or termination of employment of such officer or employee, all fees and (ii) SuperHoldings and Holdings may pay principal and interest on the Indebtedness permitted by Section 7.2(l), and the Borrower may pay dividends to Holdings or make investments in Holdings (and, if applicable, Holdings may use such proceeds to pay dividends to SuperHoldings or make investments in SuperHoldings) to permit Holdings to (or, if applicable, to permit SuperHoldings to) pay principal and interest on the Indebtedness permitted by Section 7.2(l), provided, that the aggregate amount of payments under this paragraph (d) after the Closing Date shall not exceed $1,000,000 per annum and $2,000,000 in the aggregate, net of any cash proceeds received by Holdings (or, if applicable, SuperHoldings) and contributed to the Borrower expenses incurred in connection with resales the transactions expressly contemplated by this Agreement and the other Loan Documents, and to allow each of any common stock Holding and RIC Holding to perform its obligations under or common stock options so purchased; (e) so long as no Default or Event of Default shall have occurred and be continuing after giving effect thereto, SuperHoldings or Holdings may make any Restricted Payment permitted by Section 7.2(l) in an aggregate amount not connection with the Loan Documents to exceed $1,000,000; provided that Restricted Payments in an aggregate amount in excess of $1,000,000 may be made so long as both immediately before and immediately after giving pro forma effect to such Restricted Payment, (i) the Consolidated Fixed Charge Coverage Ratio for the Test Period in effect at the time such Restricted Payment which it is made is at least 1.20 to 1.00 (determined on a Pro Forma Basis in respect of the Test Period in effect at such time) and (ii) Availability shall not be less than 25% of the Total Revolving Credit Commitmentsparty; and (f) so long as no Default the Borrower may pay cash dividends in an amount sufficient to allow RIC Holding to make all payments of principal, interest, and any fees or Event of Default shall have occurred and be continuing after giving effect thereto, SuperHoldings or any of its Subsidiaries may purchase Capital Stock of SuperHoldings pursuant to SuperHoldings’ restricted stock plan provided that other amounts payable in connection with the aggregate purchase price for such Capital Stock (inclusive of reimbursement amounts in respect of Taxes) shall not exceed $5,000,000Existing RIC Holding Indebtedness.

Limitation on Dividends. Declare or pay any dividend (other than dividends payable solely in common stock of the Person making such dividendBorrower or the Parent) on, or make any payment on account of, or set apart assets for a sinking or other analogous fund for, the purchase, redemption, defeasance, retirement or other acquisition of, any shares of any class of Capital Stock of SuperHoldings, Holdings, the Borrower or any of their respective Subsidiaries or any warrants or options to purchase any such Capital Stockthe Parent, whether now or hereafter outstanding, or make any other distribution in respect thereof, either directly or indirectly, whether in cash or property or in obligations of Holdingsthe Parent, the Borrower or any of their respective Subsidiaries (collectively, “Restricted Payments”), Subsidiary except that: (a) any Subsidiary of the Borrower may make Restricted Payments pay cash dividends to the Parent in an amount sufficient to pay tax liabilities of the Parent which are paid in cash by the Parent to any taxing authority and which are attributable to income, business, properties or activities of or distribution of earnings by, the Parent or its Subsidiaries; provided that, the Parent shall contribute to the Borrower or the amount of any Wholly Owned Subsidiary Guarantor (and if such Subsidiary is not a Wholly Owned Subsidiary of the Borrower, to its other holders of Capital Stock on a pro rata basis, provided that any such Restricted Payment to such other holders of Capital Stock be attributable only to cash flows refunds of such Subsidiary)tax payments upon receipt thereof; (b) the Borrower may pay cash dividends to the Parent to enable the Parent to pay premiums to insurance companies for directors’ and officers’ insurance with respect to the Parent; (c) the Borrower may pay cash dividends to the Parent to enable the Parent to pay for the printing and distribution of financial reports of the Parent, proxy solicitations and other communications with shareholders of the Parent and for filings with the Securities and Exchange Commission and costs directly related to the annual meeting of shareholders of the Parent; (d) the Borrower may pay cash dividends to the Parent to enable the Parent to pay directors’ fees and expenses to directors of the Parent; (e) the Borrower may pay cash dividends to the Parent to enable the Parent to pay fees owed by the Parent to its transfer agent; (f) the Borrower may pay cash dividends to the Parent to pay fees to the Parent’s independent auditors, tax advisors and outside attorneys in the ordinary course of business; (g) the Borrower may pay cash dividends to the Parent to pay obligations of the Parent incurred under any Interest Rate Protection Agreement or Commodity Price Protection Agreement permitted pursuant to Section 7.10(l); and (h) so long as no Default or Event of Default shall have occurred and be continuing or would result therefrom, the Borrower may purchase, repurchase, redeem or retire any share of its Capital Stock and/or pay cash dividends to the Parent in addition to the cash dividends described in the preceding clauses (a) through (g), and the Parent may purchase, repurchase, redeem or retire any share of its Capital Stock and/or pay cash dividends to its shareholders; provided that, if after giving effect to any payments to be made in any fiscal quarter of the payment Parent to effect such purchase, repurchase, redemption or retirement of any such dividend or investmentshares of Capital Stock, and/or payments of cash dividends, pursuant to this clause (h), the Borrower may pay dividends Leverage Ratio would be greater than 2.50 to Holdings or make investments in Holdings to permit Holdings to pay scheduled cash interest payments 1.00 on a pro forma basis as at the Holdings Discount Notes or any refinancing thereof permitted by Section 7.2(h)(ii)) or to permit Holdings to make any payments permitted by Section 7.8(a)(ii) in an amount not to exceed the amount of interest required to be paid in cash by the terms end of the Holdings Discount Notes Indenture or any refinancing thereof permitted by Section 7.2(h)(ii) or most recently ended Fiscal Quarter of the amount of such payment made Parent for which financial statements have been delivered pursuant to Section 7.8(a)(ii)6.1, as applicable; (c) then the Borrower aggregate of all such payments that may pay dividends to Holdings or make investments be made in Holdings to permit Holdingssuch fiscal quarter, and Holdings may pay dividends to SuperHoldings or make investments in SuperHoldings to permit SuperHoldings, to (i) pay corporate overhead expenses incurred when taken together with all such payments made in the ordinary course of business not to exceed $250,000 in any three immediately preceding fiscal year and (ii) pay any taxes which are due and payable by SuperHoldingsquarters, Holdings and the Borrower as part of a consolidated group; (d) so long as no Default or Event of Default shall have occurred and be continuing, (i) the Borrower may pay dividends to Holdings or make investments in Holdings (and, if applicable, Holdings may use such proceeds to pay dividends to SuperHoldings or make investments in SuperHoldings) to permit Holdings to purchase Holdings’ common stock (or, if applicable, to permit SuperHoldings to purchase SuperHoldings’ common stock) or common stock options from present or former officers or employees, or the estate, heirs or legatees of such former officers or employees, of Holdings, the Borrower or any of their respective Subsidiaries upon the death, disability or termination of employment of such officer or employee, and (ii) SuperHoldings and Holdings may pay principal and interest on the Indebtedness permitted by Section 7.2(l), and the Borrower may pay dividends to Holdings or make investments in Holdings (and, if applicable, Holdings may use such proceeds to pay dividends to SuperHoldings or make investments in SuperHoldings) to permit Holdings to (or, if applicable, to permit SuperHoldings to) pay principal and interest on the Indebtedness permitted by Section 7.2(l), provided, that the aggregate amount of payments under this paragraph (d) after the Closing Date shall not exceed $1,000,000 per annum and $2,000,000 in the aggregate, net an amount equal to ten percent (10%) of any cash proceeds received by Holdings Consolidated Net Worth (or, if applicable, SuperHoldings) and contributed to the Borrower in connection with resales of any common stock or common stock options so purchased; (e) so long as no Default or Event of Default shall have occurred and be continuing after giving effect thereto, SuperHoldings or Holdings may make any Restricted Payment permitted by Section 7.2(l) in an aggregate amount not to exceed $1,000,000; provided that Restricted Payments in an aggregate amount in excess of $1,000,000 may be made so long as both immediately before and immediately after giving pro forma effect to such Restricted Payment, (i) the Consolidated Fixed Charge Coverage Ratio for the Test Period in effect at the time such Restricted Payment is made is at least 1.20 to 1.00 (determined on a Pro Forma Basis in respect end of the Test Period in effect at such time) and (ii) Availability shall not be less than 25% of the Total Revolving Credit Commitments; and (f) so long as no Default or Event of Default shall then most recent fiscal quarter for which financial statements have occurred and be continuing after giving effect thereto, SuperHoldings or any of its Subsidiaries may purchase Capital Stock of SuperHoldings been delivered pursuant to SuperHoldings’ restricted stock plan provided that the aggregate purchase price for such Capital Stock (inclusive of reimbursement amounts in respect of Taxes) shall not exceed $5,000,000Section 6.1).

Limitation on Dividends. Declare or pay any dividend (other than dividends payable solely in common stock on any shares of the Person making such dividend) onany class of stock, or make any payment on account of, or set apart assets for a sinking or other analogous fund for, the purchase, redemption, defeasance, retirement or other acquisition of, of any shares of any class of Capital Stock of SuperHoldingsstock (including, Holdingswithout limitation, the Borrower or any outstanding capital stock of their respective Subsidiaries or any warrants or options to purchase any such Capital StockParent), whether now or hereafter outstanding, or make any other distribution in respect thereof, either directly or indirectly, whether in cash or property or in obligations of Holdings, the Borrower or any of their respective its Subsidiaries (collectively, all of the foregoing being referred to herein as “Restricted Payments”), ; except that: (a) any Subsidiary of the Borrower Subsidiaries may make Restricted Payments pay dividends directly or indirectly to the Borrower or any Wholly Owned Subsidiary Guarantor (and if such Subsidiary is not a Wholly Owned Subsidiary of to Domestic Subsidiaries which are directly or indirectly wholly-owned by the Borrower, and Foreign Subsidiaries may pay dividends directly or indirectly to its other holders of Capital Stock on a pro rata basis, provided that any such Restricted Payment to such other holders of Capital Stock be attributable only to cash flows of such Subsidiary)Foreign Subsidiaries which are directly or indirectly wholly-owned by the Borrower; (b) the Borrower may pay dividends to Parent in an amount equal to the amount required for Parent to pay franchise taxes, fees and expenses necessary to maintain its status as a publicly held corporation and to conduct its activities as permitted under Section 10 of the Parent Guarantee; (c) so long as no Default or Event of Default shall have has occurred and be continuing or would occur after giving effect to the payment of any such dividend declaration or investmentpayment, the Borrower may may, from time to time, declare and pay cash dividends or make other distributions to Parent on the common stock of the Borrower; provided that the proceeds of such dividends shall be used within 30 days of the receipt of such dividends by Parent to repurchase, or pay dividends to Holdings or make investments in Holdings to permit Holdings to pay scheduled cash interest payments on the Holdings Discount Notes or any refinancing thereof permitted by Section 7.2(h)(ii)) or to permit Holdings to make any payments permitted by Section 7.8(a)(ii) in an amount not to exceed the amount of interest required to be paid in cash by the terms of the Holdings Discount Notes Indenture or any refinancing thereof permitted by Section 7.2(h)(ii) or on, Parent stock and, provided further, that the amount of such payment cash dividends and other distributions paid or made pursuant from and after the Closing Date does not exceed in the aggregate $300,000,000 plus (to Section 7.8(a)(ii), as applicable; (cthe extent not previously used) the Borrower may pay dividends to Holdings or make investments in Holdings to permit Holdings, and Holdings may pay dividends to SuperHoldings or make investments in SuperHoldings to permit SuperHoldings, to (i) pay corporate overhead expenses incurred in the ordinary course of business not to exceed $250,000 in any fiscal year and (ii) pay any taxes which are due and payable net cash proceeds received by SuperHoldings, Holdings and the Borrower as part in respect of a consolidated group;any Employee Issuances after the Closing Date; and (d) so long as no Default any Non-Restricted Joint Venture Subsidiary, Restricted Joint Venture Subsidiary, Permitted Syndication Subsidiary or Event of Default shall have occurred Securitization Subsidiary may declare and be continuing, (i) the Borrower may pay dividends to Holdings or and make investments in Holdings (and, if applicable, Holdings may use such proceeds to pay dividends to SuperHoldings or make investments in SuperHoldings) to permit Holdings to purchase Holdings’ common stock (or, if applicable, to permit SuperHoldings to purchase SuperHoldings’ common stock) or common stock options from present or former officers or employees, or the estate, heirs or legatees of such former officers or employees, of Holdings, the Borrower or any of their respective Subsidiaries upon the death, disability or termination of employment of such officer or employee, and (ii) SuperHoldings and Holdings may pay principal and interest on the Indebtedness permitted by Section 7.2(l), and the Borrower may pay dividends to Holdings or make investments in Holdings (and, if applicable, Holdings may use such proceeds to pay dividends to SuperHoldings or make investments in SuperHoldings) to permit Holdings to (or, if applicable, to permit SuperHoldings to) pay principal and interest on the Indebtedness permitted by Section 7.2(l), provided, that the aggregate amount of payments under this paragraph (d) after the Closing Date shall not exceed $1,000,000 per annum and $2,000,000 in the aggregate, net of any cash proceeds received by Holdings (or, if applicable, SuperHoldings) and contributed other Restricted Payments with respect to the Borrower in connection with resales of any common stock or common stock options so purchased; (e) so long as no Default or Event of Default shall have occurred and be continuing after giving effect thereto, SuperHoldings or Holdings may make any Restricted Payment permitted by Section 7.2(l) in an aggregate amount not to exceed $1,000,000; provided that Restricted Payments in an aggregate amount in excess of $1,000,000 may be made so long as both immediately before and immediately after giving pro forma effect to such Restricted Payment, (i) the Consolidated Fixed Charge Coverage Ratio for the Test Period in effect at the time such Restricted Payment is made is at least 1.20 to 1.00 (determined on a Pro Forma Basis in respect of the Test Period in effect at such time) and (ii) Availability shall not be less than 25% of the Total Revolving Credit Commitments; and (f) so long as no Default or Event of Default shall have occurred and be continuing after giving effect thereto, SuperHoldings or any of its Subsidiaries may purchase Capital Stock of SuperHoldings pursuant to SuperHoldings’ restricted stock plan provided that such Subsidiary now or hereafter outstanding; provided, in the aggregate purchase price for case of a dividend, each stockholder of such Capital Stock (inclusive of reimbursement amounts in respect of Taxes) shall not exceed $5,000,000Subsidiary receives its ratable share thereof.

Limitation on Dividends. Declare or pay any dividend (other than dividends payable solely in common stock of a Holding Company, the Person making such dividendBorrower or a Domestic Subsidiary) on, or make any payment on account of, or set apart assets for a sinking or other analogous fund for, the purchase, redemption, defeasance, retirement or other acquisition of, any shares of any class of Capital Stock of SuperHoldings, Holdings, the Borrower or any of their respective its Subsidiaries or Holding Companies or any warrants or options to purchase any such Capital Stock, whether now or hereafter outstanding, or make any other distribution in respect thereof, either directly or indirectly, whether in cash or property or in obligations of Holdings, the Borrower or any of their respective Subsidiaries (collectively, “Restricted Payments”), except that: (a) any Subsidiary of the Borrower may make Restricted Payments to the Borrower or any Wholly Owned Subsidiary Guarantor (and if such Subsidiary is not a Wholly Owned Subsidiary of the Borrower, to its other holders of Capital Stock on a pro rata basis, provided Holding Company; PROVIDED that any such Restricted Payment to such other holders of Capital Stock be attributable only to cash flows of such Subsidiary); (b) so as long as no Default or Event of Default shall have has occurred and be is continuing after giving effect to the payment of any such dividend or investmentwould result therefrom, the Borrower may pay dividends to Holdings or make investments in Holdings to permit Holdings to pay scheduled cash interest payments on the Holdings Discount Notes or any refinancing thereof permitted by Section 7.2(h)(ii)) or to permit Holdings to make any payments permitted by Section 7.8(a)(ii) in an amount not to exceed the amount of interest required to be paid in cash by the terms of the Holdings Discount Notes Indenture or any refinancing thereof permitted by Section 7.2(h)(ii) or the amount of such payment made pursuant to Section 7.8(a)(ii), as applicable; Astor II (c) the Borrower which may pay dividends to Holdings or make investments in Holdings to permit Astor Holdings, Inc.) to redeem Preferred Stock in an aggregate amount not exceeding 50% of the Net Proceeds of an initial public offering of common stock by the Borrower or Astor II after the Closing Date and Holdings may pay dividends to SuperHoldings or make investments in SuperHoldings to permit SuperHoldings, to PROVIDED FURTHER that the foregoing provisions will not prohibit (i) pay corporate overhead dividends or distributions payable to the Borrower or any Subsidiary (and, if such Subsidiary has shareholders other than the Borrower or another Subsidiary, to its other shareholders on a PRO RATA basis to such other shareholders), (ii) the payment of dividends by the Borrower or ABI Acquisition 1 plc to Astor II and by Astor II to Astor Holdings, Inc., solely in amounts and at the times necessary, to permit payment of amounts required for any repurchase, redemption or other acquisition for value of any Capital Stock of Astor Holdings, Inc. (or Astor II) held by any member of the Borrower's, Astor II's or Astor Holdings, Inc.'s management pursuant to any management equity subscription agreement or stock option agreement or similar agreement, or otherwise upon their death, disability, retirement or termination of employment or departure from the Board of Directors of the Borrower, Astor II or Astor Holdings, Inc. (provided that the aggregate price paid for all such repurchased, redeemed, acquired or retired Capital Stock shall not exceed (A) $500,000 in any twelve-month period or (B) $2,000,000 in the aggregate from and after the Closing Date) and (iii) the payment of dividends by the Borrower or ABI Acquisition 1 plc to Astor II, or by Astor II to Astor Holdings, Inc., in amounts and at the times necessary to permit payment of (A) amounts payable by Astor Holdings, Inc. under the Management Services Agreement, (B) amounts due under the Tax Sharing Agreement, (C) administrative fees in respect of certain partnerships that are investors in Astor Holdings, Inc., in an aggregate amount not exceeding $28,000 in any twelve-month period and (D) operating expenses of Astor Holdings, Inc. and Astor II incurred in the ordinary course of business not to exceed $250,000 in any fiscal year and (ii) pay any taxes which are due and payable by SuperHoldings, Holdings and the Borrower as part of a consolidated group; (d) so long as no Default or Event of Default shall have occurred and be continuing, (i) the Borrower may pay dividends to Holdings or make investments in Holdings (and, if applicable, Holdings may use such proceeds to pay dividends to SuperHoldings or make investments in SuperHoldings) to permit Holdings to purchase Holdings’ common stock (or, if applicable, to permit SuperHoldings to purchase SuperHoldings’ common stock) or common stock options from present or former officers or employees, or the estate, heirs or legatees of such former officers or employees, of Holdings, the Borrower or any of their respective Subsidiaries upon the death, disability or termination of employment of such officer or employee, and (ii) SuperHoldings and Holdings may pay principal and interest on the Indebtedness permitted by Section 7.2(l), and the Borrower may pay dividends to Holdings or make investments in Holdings (and, if applicable, Holdings may use such proceeds to pay dividends to SuperHoldings or make investments in SuperHoldings) to permit Holdings to (or, if applicable, to permit SuperHoldings to) pay principal and interest on the Indebtedness permitted by Section 7.2(l), provided, that the aggregate amount of payments under this paragraph (d) after the Closing Date shall not exceed $1,000,000 per annum and $2,000,000 in the aggregate, net of any cash proceeds received by Holdings (or, if applicable, SuperHoldings) and contributed to the Borrower in connection with resales of any common stock or common stock options so purchased; (e) so long as no Default or Event of Default shall have occurred and be continuing after giving effect thereto, SuperHoldings or Holdings may make any Restricted Payment permitted by Section 7.2(l) in an aggregate amount not to exceed $1,000,000; provided that Restricted Payments 50,000 in an aggregate amount in excess of $1,000,000 may be made so long as both immediately before any twelve-month period plus audit fees and immediately after giving pro forma effect fees paid with respect to such Restricted Paymentfilings by Astor Holdings, (i) Inc. or Astor II with the Consolidated Fixed Charge Coverage Ratio for the Test Period in effect at the time such Restricted Payment is made is at least 1.20 to 1.00 (determined on a Pro Forma Basis in respect of the Test Period in effect at such time) Securities and (ii) Availability shall not be less than 25% of the Total Revolving Credit Commitments; and (f) so long as no Default or Event of Default shall have occurred and be continuing after giving effect thereto, SuperHoldings or any of its Subsidiaries may purchase Capital Stock of SuperHoldings pursuant to SuperHoldings’ restricted stock plan provided that the aggregate purchase price for such Capital Stock (inclusive of reimbursement amounts in respect of Taxes) shall not exceed $5,000,000Exchange Commission.

Limitation on Dividends. Declare or pay any dividend (other than dividends payable solely in common stock on any shares of the Person making such dividend) onany class of Capital Stock, or make any payment on account of, or set apart assets for a sinking or other analogous fund for, the purchase, redemption, defeasance, retirement or other acquisition of, of any shares of any class of Capital Stock of SuperHoldingsStock, Holdings, the Borrower or any of their respective Subsidiaries or any warrants or options to purchase any such Capital Stock, whether now or hereafter outstanding, or make any other distribution in respect thereof, either directly or indirectly, whether in cash or property or in obligations of Holdings, the Borrower or any of their respective Subsidiaries (collectively, “Restricted Payments”), its Subsidiaries; except that: (a) any Subsidiary of the Borrower Subsidiaries may make Restricted Payments pay dividends to the Borrower or any Wholly Owned Subsidiary Guarantor (and if such Subsidiary is not a Wholly Owned Subsidiary to Domestic Subsidiaries of the BorrowerBorrower which are directly or indirectly wholly-owned by the Borrower (or, in case of Foreign Subsidiaries, to its other holders the Borrower or Subsidiaries of Capital Stock on a pro rata basis, provided that any such Restricted Payment to such other holders of Capital Stock be attributable only to cash flows of such Subsidiarythe Borrower which are directly or indirectly wholly-owned by the Borrower); (b) so long as no Default or Event of Default shall have occurred and be continuing after giving effect to the payment of any such dividend or investment, the Borrower and its Subsidiaries may pay dividends to Holdings or make investments dividends or distributions to any holder of its Capital Stock in Holdings to permit Holdings to pay scheduled cash interest payments on the Holdings Discount Notes or any refinancing thereof permitted by Section 7.2(h)(ii)) or to permit Holdings to make any payments permitted by Section 7.8(a)(ii) in an amount not to exceed the amount form of interest required to be paid in cash by the terms additional shares of Capital Stock of the Holdings Discount Notes Indenture or any refinancing thereof permitted by Section 7.2(h)(ii) or the amount of such payment made pursuant to Section 7.8(a)(ii), as applicablesame class and type; (c) the Borrower may pay dividends repurchase or provide the funds to Holdings to repurchase Capital Stock of Holdings owned by former, present or make investments in Holdings to permit future employees of Holdings, the Borrower or its Subsidiaries or their assigns, estates and Holdings may pay dividends heirs, provided that the aggregate amount expended by the Borrower pursuant to SuperHoldings or make investments this clause (c) shall not in SuperHoldings to permit SuperHoldings, to the aggregate exceed (i) $2,500,000 in any fiscal year or (ii) $10,000,000 during the term of this Agreement, plus any amounts contributed to Holdings as a result of resales of such repurchased shares of Capital Stock; and (i) the Borrower may make distributions to Holdings to allow Holdings to pay corporate overhead its operating and administrative expenses incurred in the ordinary course of business an amount not to exceed $250,000 in any 2,000,000 per fiscal year and (ii) pay any taxes which are due and payable by SuperHoldings, Holdings and the Borrower as part of a consolidated group; (d) so long as no Default or Event of Default shall have occurred and be continuing, (i) the Borrower may pay dividends make distributions directly or indirectly to Holdings or make investments in amounts equal to amounts required for Holdings (and, if applicable, Holdings may use such proceeds to pay dividends taxes to SuperHoldings or the extent Holdings is liable for such taxes and such taxes are attributable to the operations of the Borrower and its Subsidiaries; provided, however, that the Borrower shall not make investments any such tax distributions in SuperHoldings) to permit Holdings to purchase Holdings’ common stock (or, if applicable, to permit SuperHoldings to purchase SuperHoldings’ common stock) or common stock options from present or former officers or employees, or the estate, heirs or legatees excess of its and its Subsidiaries stand alone tax liability in respect of such former officers or employees, of Holdingstaxes and (iii) if no Default has occurred and is continuing, the Borrower or may make distributions to Holdings to fund, as and when due, payments of regularly scheduled interest in respect of any of their respective Subsidiaries upon Subordinated Debt incurred by Holdings to the death, disability or termination of employment of extent such officer or employee, and (ii) SuperHoldings and Holdings may pay principal and interest on Subordinated Debt would have been permitted to be incurred by the Indebtedness permitted Borrower by Section 7.2(l)8.1(i) hereof, and the Borrower may pay dividends to Holdings or make investments in Holdings (and, if applicable, Holdings may use such proceeds to pay dividends to SuperHoldings or make investments in SuperHoldings) to permit Holdings to (or, if applicable, to permit SuperHoldings to) pay principal and interest on the Indebtedness permitted by Section 7.2(l), provided, that the aggregate amount of other than payments under this paragraph (d) after the Closing Date shall not exceed $1,000,000 per annum and $2,000,000 in the aggregate, net of any cash proceeds received by Holdings (or, if applicable, SuperHoldings) and contributed to the Borrower in connection with resales of any common stock or common stock options so purchased; (e) so long as no Default or Event of Default shall have occurred and be continuing after giving effect thereto, SuperHoldings or Holdings may make any Restricted Payment permitted by Section 7.2(l) in an aggregate amount not to exceed $1,000,000; provided that Restricted Payments in an aggregate amount in excess of $1,000,000 may be made so long as both immediately before and immediately after giving pro forma effect to such Restricted Payment, (i) the Consolidated Fixed Charge Coverage Ratio for the Test Period in effect at the time such Restricted Payment is made is at least 1.20 to 1.00 (determined on a Pro Forma Basis in respect of the Test Period in effect at such time) and (ii) Availability shall not be less than 25% of Subordinated Debt prohibited by the Total Revolving Credit Commitments; and (f) so long as no Default or Event of Default shall have occurred and be continuing after giving effect thereto, SuperHoldings or any of its Subsidiaries may purchase Capital Stock of SuperHoldings pursuant to SuperHoldings’ restricted stock plan provided that the aggregate purchase price for such Capital Stock (inclusive of reimbursement amounts in respect of Taxes) shall not exceed $5,000,000subordination provisions thereof.

Limitation on Dividends. Declare or pay any dividend on (other than dividends payable solely in common stock of the Person making such dividend) onits own Capital Stock), or make any payment on account of, or set apart assets for a sinking or other analogous fund for, the purchase, redemption, defeasance, retirement or other acquisition of, any shares of any class of Capital Stock of SuperHoldings, Holdings, the Borrower or any of their respective Subsidiaries Subsidiary or any warrants or options to purchase any such Capital Stock, whether now or hereafter outstanding, or make any other distribution in respect thereof, either directly or indirectly, whether in cash or property or in obligations of Holdings, the Borrower or any of their respective Subsidiaries Subsidiary (collectivelysuch declarations, “Restricted Payments”payments, setting apart, purchases, redemptions, defeasance, retirements, acquisitions and distributions being herein called "RESTRICTED PAYMENTS"), except that: (a) any Wholly-Owned Subsidiary of the Borrower may declare and pay dividends to or make Restricted Payments other distributions to the Borrower or to any Wholly other Wholly-Owned Subsidiary Guarantor (and if such Subsidiary is not a Wholly Owned Subsidiary of the Borrower, to its other holders of Capital Stock on a pro rata basis, provided that any such Restricted Payment to such other holders of Capital Stock be attributable only to cash flows of such Subsidiary); (b) so long as no Default or Event of Default shall have occurred and be continuing after giving effect to the payment of any such dividend or investment, the Borrower may pay dividends to Holdings repurchase, redeem or make investments in Holdings to permit Holdings to pay scheduled cash interest payments on otherwise acquire or retire for value any Capital Stock of the Holdings Discount Notes Borrower or any refinancing thereof permitted Subsidiary held by Section 7.2(h)(ii)) or to permit Holdings to make any payments permitted by Section 7.8(a)(ii) in an amount not to exceed the amount of interest required to be paid in cash by the terms of the Holdings Discount Notes Indenture Borrower's (or any refinancing thereof permitted by Section 7.2(h)(iiof its Subsidiaries') or the amount of such payment made employees pursuant to Section 7.8(a)(ii)any management equity subscription agreement or stock option agreement in effect as of the date hereof; provided that the aggregate price paid for all such repurchased, as applicableredeemed, acquired or retired Capital Stock shall not exceed $2,000,000 in any twelve-month period; (c) the Borrower may pay dividends purchase, redeem or otherwise acquire or retire for value any Capital Stock of the Borrower granted prior to Holdings or make investments in Holdings to permit Holdings, the Acquisition and Holdings may pay dividends to SuperHoldings or make investments in SuperHoldings to permit SuperHoldings, to (i) pay corporate overhead expenses incurred in the ordinary course held by former executives of business Beldxx & Xlakx xxx elected not to exceed $250,000 dispose of such Capital Stock in any fiscal year and (ii) pay any taxes which are due and payable by SuperHoldings, Holdings and connection with the Borrower as part of a consolidated group;Acquisition; and (d) so long as no Default the purchase, redemption, retirement or Event of Default shall have occurred and be continuing, (i) the Borrower may pay dividends to Holdings or make investments in Holdings (and, if applicable, Holdings may use such proceeds to pay dividends to SuperHoldings or make investments in SuperHoldings) to permit Holdings to purchase Holdings’ common stock (or, if applicable, to permit SuperHoldings to purchase SuperHoldings’ common stock) or common stock options from present or former officers or employees, or the estate, heirs or legatees of such former officers or employees, of Holdings, the Borrower or any of their respective Subsidiaries upon the death, disability or termination of employment of such officer or employee, and (ii) SuperHoldings and Holdings may pay principal and interest on the Indebtedness permitted by Section 7.2(l), and the Borrower may pay dividends to Holdings or make investments in Holdings (and, if applicable, Holdings may use such proceeds to pay dividends to SuperHoldings or make investments in SuperHoldings) to permit Holdings to (or, if applicable, to permit SuperHoldings to) pay principal and interest on the Indebtedness permitted by Section 7.2(l), provided, that the aggregate amount of payments under this paragraph (d) after the Closing Date shall not exceed $1,000,000 per annum and $2,000,000 in the aggregate, net other acquisition for value of any cash proceeds received by Holdings (or, if applicable, SuperHoldings) and contributed Capital Stock or rights to acquire Capital Stock of the Borrower in connection with resales of any common stock or common stock options so purchased; (e) so long as no Default or Event of Default shall have occurred and be continuing after giving effect theretothe Acquisition, SuperHoldings or Holdings may make any Restricted Payment permitted by Section 7.2(l) in an aggregate amount not to exceed $1,000,000; provided that Restricted Payments in an aggregate amount in excess of $1,000,000 may be made so long as both immediately before and immediately after giving pro forma effect to such Restricted Payment, (i) accordance with the Consolidated Fixed Charge Coverage Ratio for the Test Period in effect at the time such Restricted Payment is made is at least 1.20 to 1.00 (determined on a Pro Forma Basis in respect of the Test Period in effect at such time) and (ii) Availability shall not be less than 25% of the Total Revolving Credit Commitments; and (f) so long as no Default or Event of Default shall have occurred and be continuing after giving effect thereto, SuperHoldings or any of its Subsidiaries may purchase Capital Stock of SuperHoldings pursuant to SuperHoldings’ restricted stock plan provided that the aggregate purchase price for such Capital Stock (inclusive of reimbursement amounts in respect of Taxes) shall not exceed $5,000,000Acquisition Documents.

Limitation on Dividends. Declare or pay any dividend (other than dividends payable solely in common stock of the Person making such dividend) on, or make any payment on account of, or set apart assets for a sinking or other analogous fund for, the purchase, redemption, defeasance, retirement or other acquisition of, any shares of any class of Capital Stock of SuperHoldings, Holdings, the Borrower or any of their respective Subsidiaries or any warrants or options to purchase any such Capital Stock, whether now or hereafter outstanding, or make any other distribution in respect thereof, either directly or indirectly, whether in cash or property or in obligations of Holdings, the Borrower or any of their respective Subsidiaries (collectively, “Restricted Payments”"RESTRICTED PAYMENTS"), except that: (a) any Subsidiary of the Borrower may make Restricted Payments to the Borrower or any Wholly Owned Subsidiary Guarantor (and if such Subsidiary is not a Wholly Owned Subsidiary of the Borrower, to its other holders of Capital Stock on a pro rata basis, provided PROVIDED that any such Restricted Payment to such other holders of Capital Stock be attributable only to cash flows of such Subsidiary); (b) so long as no Default or Event of Default shall have occurred and be continuing after giving effect to the payment of any such dividend or investment, the Borrower may pay dividends to Holdings or make investments in Holdings to permit Holdings to pay scheduled cash interest payments on the Holdings Discount Notes Debentures or any refinancing thereof permitted by Section 7.2(h)(ii)) or to permit Holdings to make any payments permitted by Section 7.8(a)(ii7.9(a)(ii) in an amount not to exceed the amount of interest required to be paid in cash by the terms of the Holdings Discount Notes Debentures Indenture or any refinancing thereof permitted by Section 7.2(h)(ii) or the amount of such payment made pursuant to Section 7.8(a)(ii7.9(a)(ii), as applicable; (c) the Borrower may pay dividends to Holdings or make investments in Holdings to permit Holdings, and Holdings may pay dividends to SuperHoldings or make investments in SuperHoldings to permit SuperHoldings, to (i) pay corporate overhead expenses incurred in the ordinary course of business not to exceed $250,000 in any fiscal year and (ii) pay any taxes which are due and payable by SuperHoldings, Holdings and the Borrower as part of a consolidated group; (d) so long as no Default or Event of Default shall have occurred and be continuing, (i) the Borrower may pay dividends to Holdings or make investments in Holdings (and, if applicable, Holdings may use such proceeds to pay dividends to SuperHoldings or make investments in SuperHoldings) to permit Holdings to purchase Holdings’ ' common stock (or, if applicable, to permit SuperHoldings to purchase SuperHoldings’ common stock) or common stock options from present or former officers or employees, or the estate, heirs or legatees of such former officers or employees, of Holdings, the Borrower or any of their respective Subsidiaries upon the death, disability or termination of employment of such officer or employee, and (ii) SuperHoldings and Holdings may pay principal and interest on the Indebtedness permitted by Section 7.2(l), and the Borrower may pay dividends to Holdings or make investments in Holdings (and, if applicable, Holdings may use such proceeds to pay dividends to SuperHoldings or make investments in SuperHoldings) to permit Holdings to (or, if applicable, to permit SuperHoldings to) pay principal and interest on the Indebtedness permitted by Section 7.2(l), providedPROVIDED, that the aggregate amount of payments under this paragraph (d) after the Closing Date shall not exceed $1,000,000 per annum and $2,000,000 in the aggregate, net of any cash proceeds received by Holdings (or, if applicable, SuperHoldings) and contributed to the Borrower in connection with resales of any common stock or common stock options so purchased;; and (e) (ei) so long as no Default the Borrower may pay dividends or Event of Default shall have occurred and be continuing after giving effect thereto, SuperHoldings or otherwise make an advance to Holdings may make any Restricted Payment permitted by Section 7.2(l) on the Closing Date in an aggregate amount not to exceed $1,000,000; provided that Restricted Payments in an aggregate amount in excess of $1,000,000 may 36,500,000 to be made so long as both immediately before used by Holdings solely to finance the Stock Repurchase and immediately after giving pro forma effect to such Restricted Payment, (i) the Consolidated Fixed Charge Coverage Ratio for the Test Period in effect at the time such Restricted Payment is made is at least 1.20 to 1.00 (determined on a Pro Forma Basis in respect of the Test Period in effect at such time) related fees and expenses and (ii) Availability shall not be less than 25% of Holdings may consummate the Total Revolving Credit Commitments; and (f) so long as no Default or Event of Default shall have occurred and be continuing after giving effect thereto, SuperHoldings or any of its Subsidiaries may purchase Capital Stock of SuperHoldings pursuant to SuperHoldings’ restricted stock plan provided that the aggregate purchase price for such Capital Stock (inclusive of reimbursement amounts in respect of Taxes) shall not exceed $5,000,000Repurchase.

Limitation on Dividends. Declare or pay any dividend (other than dividends payable solely in common stock of the Person making such dividendParent Borrower or options, warrants or other rights to purchase common stock of the Parent Borrower) on, or make any payment on account of, or set apart assets for a sinking or other analogous fund for, the purchase, redemption, defeasance, retirement or other acquisition of, any shares of any class of Capital Stock of SuperHoldings, Holdings, the Parent Borrower or any of their respective its Subsidiaries or any warrants or options to purchase any such Capital Stock, whether now or hereafter outstanding, or make any other distribution (other than distributions payable solely in common stock of the Parent Borrower or options, warrants or other rights to purchase common stock of the Parent Borrower) in respect thereof, either directly or indirectly, whether in cash or property or in obligations of Holdings, the Parent Borrower or any of their respective Subsidiaries (collectively, “Restricted Payments”)its Subsidiaries, except that: (a) any Subsidiary of the Parent Borrower may pay dividends or return capital or make Restricted Payments distributions and other similar payments with regard to its Capital Stock to the Parent Borrower or any Wholly Owned Subsidiary Guarantor (and if such Subsidiary is not to a Wholly Wholly-Owned Subsidiary of the Borrower, Parent Borrower which owns equity therein; (b) any non-Wholly-Owned Subsidiary of the Parent Borrower may pay dividends or return capital or make distributions and other similar payments to its shareholders generally so long as the Parent Borrower or its respective Subsidiary which owns the Capital Stock in the Subsidiary paying such dividends or returning such capital or making such distributions and other holders similar payments receives at least its proportionate share thereof (based upon its relative holding of the Capital Stock in the Subsidiary paying such dividends or returning such capital or making such distributions and other similar payments and taking into account the relative preferences, if any, of the various classes of Capital Stock on a pro rata basis, provided that any such Restricted Payment to such other holders of Capital Stock be attributable only to cash flows of such Subsidiary); (bc) the Parent Borrower and any of its Subsidiaries may pay cash dividends in an amount sufficient to allow any Parent Entity to pay expenses (other than taxes) incurred in the ordinary course of business, provided that, if any Parent Entity shall own any material assets other than the Capital Stock of Holdings or another Parent Entity or other assets relating to the ownership interest of such Parent Entity in another Parent Entity, the Parent Borrower or Subsidiaries of the Parent Borrower, such cash dividends with respect to such Parent Entity shall be limited to the reasonable and proportional share, as determined by the Parent Borrower in its reasonable discretion, of such expenses incurred by such Parent Entity relating or allocable to its ownership interest in the Parent Borrower or another Parent Entity and such other related assets; (d) the Parent Borrower and any of its Subsidiaries may pay cash dividends in an amount sufficient to cover reasonable and necessary expenses (including professional fees and expenses) (other than taxes) incurred by any Parent Entity in connection with (i) registration, public offerings and exchange listing of equity or debt securities and maintenance of the same, (ii) compliance with reporting obligations under, or in connection with compliance with, federal or state laws or under this Agreement or any of the other Loan Documents and (iii) indemnification and reimbursement of directors, officers and employees in respect of liabilities relating to their serving in any such capacity, or obligations in respect of director and officer insurance (including premiums therefor), provided that, in the case of sub-clause (i) above, if any Parent Entity shall own any material assets other than the Capital Stock of Holdings or another Parent Entity or other assets relating to the ownership interest of such Parent Entity in another Parent Entity, Holdings or its Subsidiaries, with respect to such Parent Entity such cash dividends shall be limited to the reasonable and proportional share, as determined by the Parent Borrower in its reasonable discretion, of such expenses incurred by such Parent Entity relating or allocable to its ownership interest in another Parent Entity, Holdings and such other assets; (e) the Parent Borrower and any of its Subsidiaries may pay, without duplication, cash dividends (i) pursuant to the Tax Sharing Agreement and (ii) to pay or permit any Parent Entity to pay any Related Taxes; (f) the Parent Borrower and any of its Subsidiaries may pay cash dividends in an amount sufficient to allow any Parent Entity to repurchase shares of its Capital Stock or rights, options or units in respect thereof from any Management Investors or former Management Investors (or any of their respective heirs, successors, assigns, legal representatives or estates), or as otherwise contemplated by any Management Subscription Agreements, for an aggregate purchase price not to exceed $10,000,000; provided that such amount shall be increased by (i) an amount equal to $2,500,000 on each anniversary of the Closing Date, commencing on the first anniversary of the Closing Date and (ii) an amount equal to the proceeds to the Parent Borrower (whether received by it directly or from a Parent Entity or applied to pay Parent Entity Expenses) of any resales or new issuances of shares and options to any Management Investors, at any time after the Closing Date, together with the aggregate amount of deferred compensation owed by the Parent Borrower or any of its Subsidiaries to any Management Investor that shall thereafter have been cancelled, waived or exchanged at any time after the initial issuances to any thereof in connection with the grant to such Management Investor of the right to receive or acquire shares of Holdings’ or any Parent Entity’s Capital Stock; (g) the Parent Borrower and any of its Subsidiaries may pay cash dividends in an amount sufficient to allow any Parent Entity to pay all fees and expenses incurred in connection with the Transaction, and to allow Holdings to perform its obligations under or in connection with the Loan Documents to which it is a party; (h) in addition to the foregoing dividends, the Parent Borrower and any of its Subsidiaries may pay additional dividends, payments and distributions not otherwise permitted pursuant to this subsection 8.7; provided that, at the time such dividend, payment or distribution is made the Payment Conditions are satisfied; (i) the Parent Borrower and any of its Subsidiaries may pay dividends in an amount sufficient to allow any Parent Entity to pay all fees, expenses, purchase price adjustments and other obligations incurred pursuant to the Recapitalization Agreement as in effect on November 26, 2006 or the Indemnification Agreement (as defined in the Recapitalization Agreement) as in effect on November 26, 2006; and (j) so long as no Default or Event of Default shall have has occurred and be is continuing after giving effect to the payment of any such dividend or investmentwould result therefrom, the Parent Borrower and any of its Subsidiaries may pay dividends to Holdings or make investments in Holdings to permit Holdings to pay scheduled cash interest payments on the Holdings Discount Notes or any refinancing thereof permitted by Section 7.2(h)(ii)) or to permit Holdings to make any payments permitted by Section 7.8(a)(ii) in an amount not to exceed the amount of interest required to be paid in cash by the terms of the Holdings Discount Notes Indenture or any refinancing thereof permitted by Section 7.2(h)(ii) or the amount of such payment made pursuant to Section 7.8(a)(ii), as applicable; (c) the Borrower may pay dividends to Holdings or make investments in Holdings to permit Holdings, and Holdings may pay dividends to SuperHoldings or make investments in SuperHoldings to permit SuperHoldings, to (i) pay corporate overhead expenses incurred in the ordinary course of business not to exceed $250,000 in any fiscal year and (ii) pay any taxes which are due and payable by SuperHoldings, Holdings and the Borrower as part of a consolidated group; (d) so long as no Default or Event of Default shall have occurred and be continuing, (i) the Borrower may pay dividends to Holdings or make investments in Holdings (and, if applicable, Holdings may use such proceeds to pay dividends to SuperHoldings or make investments in SuperHoldings) to permit Holdings to purchase Holdings’ common stock (or, if applicable, to permit SuperHoldings to purchase SuperHoldings’ common stock) or common stock options from present or former officers or employees, or the estate, heirs or legatees of such former officers or employees, of Holdings, the Borrower or any of their respective Subsidiaries upon the death, disability or termination of employment of such officer or employee, and (ii) SuperHoldings and Holdings may pay principal and interest on the Indebtedness permitted by Section 7.2(l), and the Borrower may pay dividends to Holdings or make investments in Holdings (and, if applicable, Holdings may use such proceeds to pay dividends to SuperHoldings or make investments in SuperHoldings) to permit Holdings to (or, if applicable, to permit SuperHoldings to) pay principal and interest on the Indebtedness permitted by Section 7.2(l), provided, dividends; provided that the aggregate amount of payments under such dividends pursuant to this paragraph clause (dj), when aggregated with (i) after all Guarantee Obligations outstanding pursuant to subsection 8.4(o), (ii) all Investments (determined as the Closing Date shall not exceed $1,000,000 per annum and $2,000,000 in amount originally advanced, loaned or otherwise invested, less any returns on the aggregate, net of any cash proceeds received by Holdings (or, if applicable, SuperHoldings) and contributed to the Borrower in connection with resales of any common stock or common stock options so purchased; (e) so long as no Default or Event of Default shall have occurred and be continuing after giving effect thereto, SuperHoldings or Holdings may make any Restricted Payment permitted by Section 7.2(l) in an aggregate amount respective Investment not to exceed $1,000,000; provided that Restricted Payments in an aggregate the original amount in excess of $1,000,000 may be made so long as both immediately before invested) outstanding pursuant to paragraphs 8.8(k) and immediately after giving pro forma effect to such Restricted Payment(o), (iiii) the Consolidated Fixed Charge Coverage Ratio for the Test Period in effect at the time such Restricted Payment is made is at least 1.20 to 1.00 (determined on a Pro Forma Basis all cash consideration paid in respect of the Test Period in effect at such timeacquisitions pursuant to paragraph 8.9(b)(iv) and (iiiv) Availability shall not be less than 25% of the Total Revolving Credit Commitments; and (f) so long as no Default or Event of Default shall have occurred and be continuing after giving effect thereto, SuperHoldings or any of its Subsidiaries may purchase Capital Stock of SuperHoldings all optional prepayments made pursuant to SuperHoldings’ restricted stock plan provided that the aggregate purchase price for such Capital Stock (inclusive of reimbursement amounts in respect of Taxes) shall subsection 8.13(d), do not at any time exceed $5,000,000100,000,000.

Limitation on Dividends. Declare The Borrower shall not, and shall not permit any of its Subsidiaries to, (a) if a corporation, declare or pay any dividend (other than dividends payable solely in common stock of the Person making such dividendBorrower or its Subsidiaries) on, or make any payment on account of, or set apart assets for a sinking or other analogous fund for, the purchase, redemption, defeasance, retirement or other acquisition of, any shares of any class of Capital Stock of SuperHoldings, Holdings, the Borrower or any of their respective its Subsidiaries or any warrants or options to purchase any such Capital Stock, whether now or hereafter outstandingoutstanding (except only such dividends, payments or other amounts payable to the Borrower or a wholly-owned Subsidiary of the Borrower), and (b) if a partnership, make any distribution with respect to the ownership interests therein, or, in either case, any other distribution in respect thereof, either directly or indirectly, whether in cash or property or in obligations of Holdings, the Borrower or any of their respective Subsidiaries Subsidiary (collectively, “Restricted Payments”), except that: (a) any Subsidiary of the Borrower may make Restricted Payments distributions to the Borrower or any Wholly Owned Subsidiary Guarantor (and if such Subsidiary is not a Wholly Owned wholly-owned Subsidiary of the Borrower) (such declarations, payments, setting apart, purchases, redemptions, defeasance, retirements, acquisitions and distributions being herein called "Restricted Payments"), except for: (i) Restricted Payments paid by the Borrower to PTI Holdings for the repurchase of its Junior Subordinated Note in accordance with Section 6.8; and (ii) such other holders of Capital Stock on a pro rata basisRestricted Payments as the Borrower or its Subsidiaries may elect to make, provided that any such Restricted Payment (x) the Total Debt Ratio as of the date of the most recent quarterly or annual financial statements delivered pursuant to such other holders of Capital Stock be attributable only to cash flows of such Subsidiary); (b) so long as no Default or Event of Default shall have occurred and be continuing Section 5.1 after giving effect to the payment making of any such dividend Restricted Payment is less than 3.50:1, (y) no Default has occurred and is continuing or investmentwould result from the making of such Restricted Payment, and (z) the Borrower is in compliance with the Fixed Charge Coverage Ratio (calculated on a basis so as to include such Restricted Payments as a fixed charge, except for such Restricted Payments relating to Borrower Stock Purchases) as of the date thereof; provided, further, that notwithstanding anything to the contrary in this Agreement, for purposes of determining compliance with Sections 6.1(a), (b) and (c), Section 6.6(ii) and Section 6.7(k) only, Newco shall be deemed not to be a Subsidiary of the Borrower so long as all of the Indebtedness of Newco created under each AT Note constitutes Non-Recourse Indebtedness. Notwithstanding anything herein to the contrary, the Borrower may pay dividends to Holdings or make investments in Holdings to shall not permit Holdings to pay scheduled cash interest payments on the Holdings Discount Notes or any refinancing thereof permitted by Section 7.2(h)(ii)) or to permit Holdings to make any payments permitted by Section 7.8(a)(ii) in an amount not to exceed the amount of interest required to be paid in cash by the terms of the Holdings Discount Notes Indenture or any refinancing thereof permitted by Section 7.2(h)(ii) or the amount of such payment made pursuant to Section 7.8(a)(ii), as applicable; (c) the Borrower may pay dividends to Holdings or make investments in Holdings to permit Holdings, and Holdings may pay dividends to SuperHoldings or make investments in SuperHoldings to permit SuperHoldings, to (i) pay corporate overhead expenses incurred in the ordinary course of business not to exceed $250,000 in any fiscal year and (ii) pay any taxes which are due and payable by SuperHoldings, Holdings and the Borrower as part of a consolidated group; (d) so long as no Default or Event of Default shall have occurred and be continuing, (i) the aggregate amount of Restricted Payments for Borrower may pay dividends Stock Purchases to Holdings exceed $150,000,000 or make investments in Holdings (and, if applicable, Holdings may use such proceeds to pay dividends to SuperHoldings or make investments in SuperHoldings) to permit Holdings to purchase Holdings’ common stock (or, if applicable, to permit SuperHoldings to purchase SuperHoldings’ common stock) or common stock options from present or former officers or employees, or the estate, heirs or legatees of such former officers or employees, of Holdings, the Borrower or any of their respective Subsidiaries upon the death, disability or termination of employment of such officer or employee, and (ii) SuperHoldings and Holdings may pay principal and interest on the Indebtedness permitted by Section 7.2(l), and the Borrower may pay dividends to Holdings or make investments in Holdings (and, if applicable, Holdings may use such proceeds to pay dividends to SuperHoldings or make investments in SuperHoldings) to permit Holdings to (or, if applicable, to permit SuperHoldings to) pay principal and interest on the Indebtedness permitted by Section 7.2(l), provided, that the aggregate amount percentages of payments under this paragraph (d) after the Closing Date shall not exceed $1,000,000 per annum and $2,000,000 in the aggregate, net of any cash proceeds received by Holdings (or, if applicable, SuperHoldings) and contributed to the Borrower in connection with resales of any common stock or common stock options so purchased; (e) so long as no Default or Event of Default shall have occurred and be continuing after giving effect thereto, SuperHoldings or Holdings may make any Restricted Payment permitted by Section 7.2(l) in an aggregate amount not such purchased shares to exceed $1,000,000; provided that Restricted Payments in an aggregate amount in excess of $1,000,000 may be made so long as both immediately before and immediately after giving pro forma effect to such Restricted Payment, (i) the Consolidated Fixed Charge Coverage Ratio for the Test Period in effect at the time such Restricted Payment is made is at least 1.20 to 1.00 (determined on a Pro Forma Basis in respect of the Test Period in effect at such time) and (ii) Availability shall not be less than 2510% of the Total Revolving Credit Commitments; and (f) so long as no Default or Event issued common stock of Default shall have occurred and be continuing after giving effect thereto, SuperHoldings or any of its Subsidiaries may purchase Capital Stock of SuperHoldings pursuant to SuperHoldings’ restricted stock plan provided that the aggregate purchase price for such Capital Stock (inclusive of reimbursement amounts in respect of Taxes) shall not exceed $5,000,000Borrower.

Limitation on Dividends. Declare or pay any dividend (other than dividends payable solely in common stock of the Person making such dividendParent Borrower or options, warrants or other rights to purchase common stock of the Parent Borrower) on, or make any payment on account of, or set apart assets for a sinking or other analogous fund for, the purchase, redemption, defeasance, retirement or other acquisition of, any shares of any class of Capital Stock of SuperHoldings, Holdings, the Parent Borrower or any of their respective its Subsidiaries or any warrants or options to purchase any such Capital Stock, whether now or hereafter outstanding, or make any other distribution (other than distributions payable solely in common stock of the Parent Borrower or options, warrants or other rights to purchase common stock of the Parent Borrower) in respect thereof, either directly or indirectly, whether in cash or property or in obligations of Holdings, the Parent Borrower or any of their respective Subsidiaries (collectively, “Restricted Payments”)its Subsidiaries, except that: (a) any Subsidiary of the Parent Borrower may pay dividends or return capital or make Restricted Payments distributions and other similar payments with regard to its Capital Stock to the Parent Borrower or any Wholly Owned Subsidiary Guarantor (and if such Subsidiary is not to a Wholly Wholly-Owned Subsidiary of the Borrower, Parent Borrower which owns equity therein; (b) any non-Wholly-Owned Subsidiary of the Parent Borrower may pay dividends or return capital or make distributions and other similar payments to its shareholders generally so long as the Parent Borrower or its respective Subsidiary which owns the Capital Stock in the Subsidiary paying such dividends or returning such capital or making such distributions and other holders similar payments receives at least its proportionate share thereof (based upon its relative holding of the Capital Stock in the Subsidiary paying such dividends or returning such capital or making such distributions and other similar payments and taking into account the relative preferences, if any, of the various classes of Capital Stock on a pro rata basis, provided that any such Restricted Payment to such other holders of Capital Stock be attributable only to cash flows of such Subsidiary); (bc) the Parent Borrower and any of its Subsidiaries may pay cash dividends in an amount sufficient to allow any Parent Entity to pay expenses (other than taxes) incurred in the ordinary course of business, provided that, if any Parent Entity shall own any material assets other than the Capital Stock of Holdings or another Parent Entity or other assets relating to the ownership interest of such Parent Entity in another Parent Entity, the Parent Borrower or Subsidiaries of the Parent Borrower, such cash dividends with respect to such Parent Entity shall be limited to the reasonable and proportional share, as determined by the Parent Borrower in its reasonable discretion, of such expenses incurred by such Parent Entity relating or allocable to its ownership interest in the Parent Borrower or another Parent Entity and such other related assets; (d) the Parent Borrower and any of its Subsidiaries may pay cash dividends in an amount sufficient to cover reasonable and necessary expenses (including professional fees and expenses) (other than taxes) incurred by any Parent Entity in connection with (i) registration, public offerings and exchange listing of equity or debt securities and maintenance of the same, (ii) compliance with reporting obligations under, or in connection with compliance with, federal or state laws or under this Agreement or any of the other Loan Documents and (iii) indemnification and reimbursement of directors, officers and employees in respect of liabilities relating to their serving in any such capacity, or obligations in respect of director and officer insurance (including premiums therefor), provided that, in the case of sub-clause (i) above, if any Parent Entity shall own any material assets other than the Capital Stock of Holdings or another Parent Entity or other assets relating to the ownership interest of such Parent Entity in another Parent Entity, Holdings or its Subsidiaries, with respect to such Parent Entity such cash dividends shall be limited to the reasonable and proportional share, as determined by the Parent Borrower in its reasonable discretion, of such expenses incurred by such Parent Entity relating or allocable to its ownership interest in another Parent Entity, Holdings and such other assets; (e) the Parent Borrower and any of its Subsidiaries may pay, without duplication, cash dividends (i) pursuant to the Tax Sharing Agreement, and (ii) to pay or permit any Parent Entity to pay any Related Taxes; (f) the Parent Borrower and any of its Subsidiaries may pay cash dividends in an amount sufficient to allow any Parent Entity to repurchase shares of its Capital Stock or rights, options or units in respect thereof from any Management Investors or former Management Investors (or any of their respective heirs, successors, assigns, legal representatives or estates), or as otherwise contemplated by any Management Subscription Agreements, for an aggregate purchase price not to exceed $10,000,000; provided that such amount shall be increased by (i) an amount equal to $2,500,000 on each anniversary of the Closing Date, commencing on the first anniversary of the Closing Date, and (ii) an amount equal to the proceeds to the Parent Borrower (whether received by it directly or from a Parent Entity or applied to pay Parent Entity Expenses) of any resales or new issuances of shares and options to any Management Investors, at any time after the initial issuances to any Management Investors, together with the aggregate amount of deferred compensation owed by the Parent Borrower or any of its Subsidiaries to any Management Investor that shall thereafter have been cancelled, waived or exchanged at any time after the initial issuances to any thereof in connection with the grant to such Management Investor of the right to receive or acquire shares of Holdings’ or any Parent Entity’s Capital Stock; (g) the Parent Borrower and any of its Subsidiaries may pay cash dividends in an amount sufficient to allow any Parent Entity to pay all fees and expenses incurred in connection with the Transaction and the other transactions expressly contemplated by this Agreement and the other Loan Documents, and to allow Holdings to perform its obligations under or in connection with the Loan Documents to which it is a party; (h) the Parent Borrower and any of its Subsidiaries may pay a cash dividend to Holdings (and Holdings may use the cash proceeds thereof to pay a cash dividend directly or indirectly to any Parent Entity), in each case on the Closing Date to give effect to the Recapitalization; (i) in addition to the foregoing dividends, the Parent Borrower and any of its Subsidiaries may pay additional dividends, payments and distributions not otherwise permitted pursuant to this subsection 8.7; provided that, at the time such dividend, payment or distribution is made the Payment Conditions are satisfied; (j) the Parent Borrower and any of its Subsidiaries may pay dividends in an amount sufficient to allow any Parent Entity to pay all fees, expenses, purchase price adjustments and other obligations (other than any obligation (other than Related Taxes) related to the Seller Notes) incurred pursuant to the Recapitalization Agreement as in effect on the date hereof or the Indemnification Agreement (as defined in the Recapitalization Agreement) as in effect on the date hereof; and (k) so long as no Default or Event of Default shall have has occurred and be is continuing after giving effect to the payment of any such dividend or investmentwould result therefrom, the Parent Borrower and any of its Subsidiaries may pay dividends to Holdings or make investments in Holdings to permit Holdings to pay scheduled cash interest payments on the Holdings Discount Notes or any refinancing thereof permitted by Section 7.2(h)(ii)) or to permit Holdings to make any payments permitted by Section 7.8(a)(ii) in an amount not to exceed the amount of interest required to be paid in cash by the terms of the Holdings Discount Notes Indenture or any refinancing thereof permitted by Section 7.2(h)(ii) or the amount of such payment made pursuant to Section 7.8(a)(ii), as applicable; (c) the Borrower may pay dividends to Holdings or make investments in Holdings to permit Holdings, and Holdings may pay dividends to SuperHoldings or make investments in SuperHoldings to permit SuperHoldings, to (i) pay corporate overhead expenses incurred in the ordinary course of business not to exceed $250,000 in any fiscal year and (ii) pay any taxes which are due and payable by SuperHoldings, Holdings and the Borrower as part of a consolidated group; (d) so long as no Default or Event of Default shall have occurred and be continuing, (i) the Borrower may pay dividends to Holdings or make investments in Holdings (and, if applicable, Holdings may use such proceeds to pay dividends to SuperHoldings or make investments in SuperHoldings) to permit Holdings to purchase Holdings’ common stock (or, if applicable, to permit SuperHoldings to purchase SuperHoldings’ common stock) or common stock options from present or former officers or employees, or the estate, heirs or legatees of such former officers or employees, of Holdings, the Borrower or any of their respective Subsidiaries upon the death, disability or termination of employment of such officer or employee, and (ii) SuperHoldings and Holdings may pay principal and interest on the Indebtedness permitted by Section 7.2(l), and the Borrower may pay dividends to Holdings or make investments in Holdings (and, if applicable, Holdings may use such proceeds to pay dividends to SuperHoldings or make investments in SuperHoldings) to permit Holdings to (or, if applicable, to permit SuperHoldings to) pay principal and interest on the Indebtedness permitted by Section 7.2(l), provided, dividends; provided that the aggregate amount of payments under such dividends pursuant to this paragraph clause (dk), when aggregated with (i) after all Guarantee Obligations outstanding pursuant to subsection 8.4(o), (ii) all Investments (determined as the Closing Date shall not exceed $1,000,000 per annum and $2,000,000 in amount originally advanced, loaned or otherwise invested, less any returns on the aggregate, net of any cash proceeds received by Holdings (or, if applicable, SuperHoldings) and contributed to the Borrower in connection with resales of any common stock or common stock options so purchased; (e) so long as no Default or Event of Default shall have occurred and be continuing after giving effect thereto, SuperHoldings or Holdings may make any Restricted Payment permitted by Section 7.2(l) in an aggregate amount respective Investment not to exceed $1,000,000; provided that Restricted Payments in an aggregate the original amount in excess of $1,000,000 may be made so long as both immediately before invested) outstanding pursuant to paragraphs 8.8(k) and immediately after giving pro forma effect to such Restricted Payment(o), (iiii) the Consolidated Fixed Charge Coverage Ratio for the Test Period in effect at the time such Restricted Payment is made is at least 1.20 to 1.00 (determined on a Pro Forma Basis all cash consideration paid in respect of the Test Period in effect at such timeacquisitions pursuant to paragraph 8.9(b)(iii) and (iiiv) Availability shall not be less than 25% of the Total Revolving Credit Commitments; and (f) so long as no Default or Event of Default shall have occurred and be continuing after giving effect thereto, SuperHoldings or any of its Subsidiaries may purchase Capital Stock of SuperHoldings all optional prepayments made pursuant to SuperHoldings’ restricted stock plan provided that the aggregate purchase price for such Capital Stock (inclusive of reimbursement amounts in respect of Taxes) shall subsection 8.13(f), do not at any time exceed $5,000,000100,000,000.

Limitation on Dividends. Declare or pay any dividend (other than dividends payable solely in common stock on any shares of the Person making such dividend) onany class of Capital Stock, or make any payment on account of, or set apart assets for a sinking or other analogous fund for, the purchase, redemption, defeasance, retirement or other acquisition of, of any shares of any class of Capital Stock of SuperHoldingsStock, Holdings, the Borrower or any of their respective Subsidiaries or any warrants or options to purchase any such Capital Stock, whether now or hereafter outstanding, or make any other distribution in respect thereof, either directly or indirectly, whether in cash or property or in obligations of Holdings, the Borrower or any of their respective Subsidiaries (collectively, “Restricted Payments”), its Subsidiaries; except that: (a) Subsidiaries may pay dividends to the Borrower or to Domestic Subsidiaries of the Borrower which are directly or indirectly wholly owned by the Borrower (or, in case of Foreign Subsidiaries, to the Borrower or to Subsidiaries of the Borrower which are directly or indirectly wholly owned by the Borrower) and any Foreign Subsidiary of the Borrower organized under the laws of Ireland may make Restricted Payments to the Borrower or any Wholly Owned Subsidiary Guarantor (and if such Subsidiary is not a Wholly Owned Subsidiary of the Borrower, pay dividends to its other holders of Capital Stock on a pro rata basis, provided that any such Restricted Payment to such other holders of Capital Stock be attributable only to cash flows employee shareholders as part of such Subsidiary)employee shareholders' compensation package; (b) so long as no Default or Event of Default shall have occurred and be continuing after giving effect to the payment of any such dividend or investment, the Borrower and its Subsidiaries may pay dividends to Holdings or make investments dividends or distributions to any holder of its Capital Stock in Holdings to permit Holdings to pay scheduled cash interest payments on the Holdings Discount Notes or any refinancing thereof permitted by Section 7.2(h)(ii)) or to permit Holdings to make any payments permitted by Section 7.8(a)(ii) in an amount not to exceed the amount form of interest required to be paid in cash by the terms additional shares of Capital Stock of the Holdings Discount Notes Indenture or any refinancing thereof permitted by Section 7.2(h)(ii) or the amount of such payment made pursuant to Section 7.8(a)(ii), as applicablesame class and type; (c) the Borrower may pay dividends repurchase shares of Capital Stock of the Borrower owned by former, present or future employees of the Borrower or its Subsidiaries or their assigns, estates and heirs; provided that the aggregate amount expended by the Borrower pursuant to Holdings or make investments this clause (c) shall not in Holdings to permit Holdings, and Holdings may pay dividends to SuperHoldings or make investments in SuperHoldings to permit SuperHoldings, to the aggregate exceed (i) pay corporate overhead expenses incurred in the ordinary course of business not to exceed $250,000 7,500,000 in any fiscal year and or (ii) pay $15,000,000 during the term of this Agreement after the Closing Date, plus any taxes which are due and payable by SuperHoldings, Holdings and amounts contributed to the Borrower as part a result of a consolidated groupresales of such repurchased shares of Capital Stock; (d) the Borrower may redeem Preferred Stock or any outstanding Senior Subordinated Notes with the proceeds of the issuance of Capital Stock so long as such proceeds are not required to be applied to prepay any Loans pu rsuant to subsection 4.4(b)(i) and provided that the aggregate amount expended by the Borrower pursuant to this clause (d) shall not exceed $60,000,000 during the term of this Agreement after the Closing Date; (e) subject to compliance with subsection 4.4(b)(v), the Borrower may repurchase Class A common stock, Preferred Stock and other Capital Stock of the Borrower (the "Borrower Capital Stock") or redeem any outstanding Senior Subordinated Notes with any Excess Cash Flow which is not applied to prepay the Term Loans in accordance with subsection 4.4(b)(v); provided that no Default or Event of Default shall have occurred exists at the time of, or would result from, such redemptions or repurchases; (f) the Borrower may repurchase Borrower Capital Stock and be continuing, Senior Subordinated Notes; provided that (i) the Borrower may pay dividends to Holdings or make investments in Holdings (and, if applicable, Holdings may use such proceeds to pay dividends to SuperHoldings or make investments in SuperHoldings) to permit Holdings to purchase Holdings’ common stock (or, if applicable, to permit SuperHoldings to purchase SuperHoldings’ common stock) or common stock options from present or former officers or employees, or the estate, heirs or legatees of such former officers or employees, of Holdings, aggregate amount expended by the Borrower or any of their respective Subsidiaries upon the death, disability or termination of employment of such officer or employee, and pursuant to this clause (iif) SuperHoldings and Holdings may pay principal and interest on the Indebtedness permitted by Section 7.2(l), and the Borrower may pay dividends to Holdings or make investments in Holdings (and, if applicable, Holdings may use such proceeds to pay dividends to SuperHoldings or make investments in SuperHoldings) to permit Holdings to (or, if applicable, to permit SuperHoldings to) pay principal and interest on the Indebtedness permitted by Section 7.2(l), provided, that the aggregate amount of payments under this paragraph (d) after the Closing Date shall not exceed $1,000,000 per annum 25,000,000 during the term of this Agreement after the Closing Date, (ii) the Borrower is in pro forma compliance with the financial covenants as set forth in Section 8.9 and $2,000,000 Section 8.10 (for purposes of this subsection 8.11(f) only, such pro forma compliance shall be determined after giving effect to such redemptions and repurchases, and any occurrence of Indebtedness in connection therewith, on a pro forma basis as of the aggregate, net last day of any cash proceeds received by Holdings (or, if applicable, SuperHoldingsthe most recent fiscal quarter for which financial statements have been delivered pursuant to Section 7.1) and contributed to the Borrower in connection with resales of any common stock or common stock options so purchased; (eiii) so long as no Default or Event of Default shall have occurred exists at the time of, or would result from, such repurchases; (g) the Borrower may repurchase Borrower Capital Stock and be continuing after giving effect thereto, SuperHoldings or Holdings may make any Restricted Payment permitted by Section 7.2(l) in an aggregate amount not to exceed $1,000,000Senior Subordinated Notes; provided that Restricted Payments in an aggregate amount in excess of $1,000,000 may be made so long as both immediately before and immediately after giving pro forma effect to such Restricted Payment, (i) the Consolidated Fixed Charge Coverage Ratio for aggregate amount expended by the Test Period in effect at Borrower pursuant to this clause (g) shall not exceed $25,000,000 during the time such Restricted Payment is made is at least 1.20 to 1.00 (determined on a Pro Forma Basis in respect term of this Agreement after the Test Period in effect at such time) and Closing Date, (ii) Availability shall not be the Senior Leverage Ratio is less than 25% 3.00:1.00, determined after giving effect to such repurchases on a pro forma basis as of the Total Revolving Credit Commitments; and last day of the most recent fiscal quarter for which financial statements have been delivered pursuant to Section 7.1, and (fiii) so long as no Default or Event of Default shall have occurred exists at the time of, or would result from, such repurchases; and be continuing after giving effect thereto, SuperHoldings or any of its Subsidiaries may purchase Capital Stock of SuperHoldings pursuant to SuperHoldings’ restricted stock plan provided further that the Borrower shall not make such repurchases as set forth in this clause (g) until the Borrower has expended the total aggregate purchase price for such Capital Stock (inclusive of reimbursement amounts amount in respect of Taxesrepurchases permitted pursuant to paragraph (f) of subsection 8.11; (h) the Borrower may repurchase Senior Subordinated Notes; provided that (i) the aggregate amount expended by the Borrower pursuant to this clause (h) shall not exceed $5,000,00025,000,000 during the term of this Agreement after the Closing Date, (ii) the Senior Leverage Ratio is less than 2.75:1.00, determined after giving effect to such repurchases on a pro forma basis as of the last day of the most recent fiscal quarter for which financial statements have been delivered pursuant to Section 7.1, and (iii) no Default or Event of Default exists at the time of, or would result from, such repurchases; and provided further that the Borrower shall not make such repurchases as set forth in this clause (h) until the Borrower has expended the total aggregate amount in respect of repurchases permitted pursuant to paragraphs (f) and (g) of subsection 8.11; and (i) Notwithstanding anything to the contrary in this Agreement, any holder of shares of the Borrower's Class E common stock may exchange such shares for shares of the Borrower's Class A common stock at any time.

Limitation on Dividends. Declare or pay any dividend (other than dividends payable solely in common stock of the Person making such dividend) on, or make any payment on account of, or set apart assets for a sinking or other analogous fund for, the purchase, redemption, defeasance, retirement or other acquisition of, any shares of any class of Capital Stock of SuperHoldings, Holdings, the Borrower or any of their respective Subsidiaries Subsidiary or any warrants or options to purchase any such Capital Stock, whether now or hereafter outstanding, or make any other distribution (other than distributions payable solely in common stock of the Borrower or options, warranties or other rights to purchase common stock of the Borrower) in respect thereof, either directly or indirectly, whether in cash or property or in obligations of Holdings, the Borrower or any of their respective Subsidiaries Subsidiary (collectively, “"Restricted Payments”"), except that: (a) any Subsidiary of the Borrower may make Restricted Payments to the Borrower or any Wholly Owned Subsidiary Guarantor (and if such Subsidiary is not a Wholly Owned Subsidiary of the Borrower, to its other holders of Capital Stock on a pro rata basis, provided that any such Restricted Payment to such other holders of Capital Stock be attributable only to cash flows of such Subsidiary)Guarantor; (b) so long as no Default or Event of Default shall have occurred and be continuing after giving effect to the payment of any such dividend or investmentcontinuing, the Borrower may pay dividends to Holdings or make investments with the Net Cash Proceeds of the subordinated Indebtedness and preferred stock of the Borrower referred to in Holdings Section 7.2(g)(ii) to permit Holdings to pay scheduled cash interest payments on refinance the Indebtedness of Holdings under the Holdings Discount Notes or any refinancing thereof permitted by Section 7.2(h)(ii)) or to permit Holdings to make any payments permitted by Section 7.8(a)(ii) in an amount not to exceed the amount of interest required to be paid in cash by the terms of the Holdings Discount Notes Indenture or any refinancing thereof permitted by Section 7.2(h)(ii) or the amount of such payment made pursuant to Section 7.8(a)(ii), as applicableSenior Credit Agreement; (c) the Borrower may pay dividends make payments to Holdings or make investments in Holdings to permit Holdings, and Holdings may pay dividends to SuperHoldings or make investments in SuperHoldings to permit SuperHoldings, to (i) pay corporate overhead expenses incurred in the ordinary course of business not pursuant to exceed $250,000 in any fiscal year and a Tax Sharing Agreement or (ii) to permit Holdings to pay any taxes which are due and payable by SuperHoldings, Holdings and the Borrower as part of a consolidated groupHoldings; (d) so long as no Default or Event of Default shall have occurred and be continuing, (i) the Borrower may pay cash dividends in an amount sufficient to allow Holdings or make investments in Holdings (and, if applicable, Holdings may use such proceeds to pay dividends to SuperHoldings expenses (other than management, advisory or make investments in SuperHoldingssimilar fees) to permit Holdings to purchase Holdings’ common stock (or, if applicable, to permit SuperHoldings to purchase SuperHoldings’ common stock) or common stock options from present or former officers or employees, or the estate, heirs or legatees of such former officers or employees, of Holdings, the Borrower or any of their respective Subsidiaries upon the death, disability or termination of employment of such officer or employee, and (ii) SuperHoldings and Holdings may pay principal and interest on the Indebtedness permitted by Section 7.2(l), and the Borrower may pay dividends to Holdings or make investments in Holdings (and, if applicable, Holdings may use such proceeds to pay dividends to SuperHoldings or make investments in SuperHoldings) to permit Holdings to (or, if applicable, to permit SuperHoldings to) pay principal and interest on the Indebtedness permitted by Section 7.2(l), provided, that the aggregate amount of payments under this paragraph (d) after the Closing Date shall not exceed $1,000,000 per annum and $2,000,000 incurred in the aggregate, net ordinary course of any cash proceeds received by Holdings (or, if applicable, SuperHoldings) and contributed to the Borrower in connection with resales of any common stock or common stock options so purchased; (e) so long as no Default or Event of Default shall have occurred and be continuing after giving effect thereto, SuperHoldings or Holdings may make any Restricted Payment permitted by Section 7.2(l) business in an aggregate amount not to exceed $1,000,000; provided that Restricted Payments 750,000 in any fiscal year; (e) the Borrower may pay cash dividends in an amount sufficient to allow Holdings to pay all fees and expenses incurred in connection with the Acquisition and the transactions expressly contemplated by this Agreement and the other Loan Documents in an aggregate amount which, together with all other such fees and expenses of the Borrower (exclusive of any fees and expenses associated with obtaining the consents referred to in excess Section 6.10 and the first parenthetical clause included in clause (b) of Section 7.9), shall not exceed $1,000,000 may be made so long as both immediately before and immediately after giving pro forma effect to such Restricted Payment, 18,000,000; (if) the Consolidated Fixed Charge Coverage Ratio for the Test Period Borrower may pay cash dividends in effect at the time such Restricted Payment is made is at least 1.20 an amount sufficient to 1.00 cover reasonable and necessary expenses (determined on a Pro Forma Basis including professional fees and expenses) incurred by Holdings in connection with indemnification and reimbursement of directors, officers and employees in respect of liabilities relating to their services in any such capacity; and 82 (g) the Test Period Borrower may repurchase shares of its common stock or rights, options or units in effect at respect thereof from directors, officers or employees of Holdings and its Subsidiaries upon their death or other termination of employment with the Borrower (but not from Greenwich IV or any member of the GSCP Group), provided that the aggregate amount paid in cash in connection with such time) and (ii) Availability repurchases shall not be less than 25% of the Total Revolving Credit Commitmentsexceed $2,500,000; and (fh) so long as no Default or Event of Default shall have occurred and be continuing after giving effect thereto, SuperHoldings or any of its Subsidiaries the Borrower may purchase Capital Stock of SuperHoldings make payments pursuant to SuperHoldings’ restricted stock plan provided that Section 3.3 of the aggregate purchase price for such Capital Stock (inclusive of reimbursement amounts in respect of Taxes) shall not exceed $5,000,000Acquisition Agreement.

Limitation on Dividends. Declare or pay any dividend (other than dividends payable solely in common stock of the Person making Borrower or in Capital Stock of the Borrower of the same class and series as that on which such dividenddividends are payable) on, or make any payment on account of, or set apart assets for a sinking or other analogous fund for, the purchase, redemption, defeasance, retirement or other acquisition of, any shares of any class of Capital Stock of SuperHoldings, Holdings, the Borrower or any of their respective Subsidiaries or any warrants or options to purchase any such Capital Stock, whether now or hereafter outstanding, or make any other distribution in respect thereof, either directly or indirectly, whether in cash or property or in obligations of Holdings, the Borrower or any of their respective Subsidiaries Subsidiary (collectivelysuch declarations, “payments, setting apart, purchases, redemptions, defeasances, retirements, acquisitions and distributions being herein called "Restricted Payments”"), except thatexcept: (a) so long as no Event of Default has occurred and is continuing, payments by the Borrower to X.X. Childs for management services pursuant to the Management Fee Agreement as permitted under Section 9.11; (b) any Subsidiary of the Borrower may make Restricted Payments pay cash dividends to the Borrower or any Wholly Owned Subsidiary Guarantor (and if such Subsidiary is not to a Wholly Owned wholly-owned Subsidiary of the Borrower, to its other holders of Capital Stock on a pro rata basis, provided that any such Restricted Payment to such other holders of Capital Stock be attributable only to cash flows of such Subsidiary); (bc) so long as no Default or Event of Default shall have has occurred and be is continuing after giving effect to the payment of any such dividend or investmentwould result therefrom, (i) the Borrower may pay dividends to Holdings or make investments in Holdings to permit Holdings to pay scheduled cash interest payments on repurchase shares of Common Stock from Management Holders so long as the Holdings Discount Notes or any refinancing thereof permitted by Section 7.2(h)(ii)) or to permit Holdings to make any payments permitted by Section 7.8(a)(ii) in an amount not to exceed the amount of interest required to be sole consideration paid in cash by the terms Borrower and its Subsidiaries in connection with such repurchases is the issuance of the Holdings Discount Notes Indenture or any refinancing thereof permitted by subordinated notes described in Section 7.2(h)(ii) or the amount of such payment made pursuant to Section 7.8(a)(ii9.2(h), as applicable; and (cii) the Borrower may pay dividends to Holdings or make investments in Holdings to permit Holdingsinterest on such subordinated notes, and Holdings may pay dividends to SuperHoldings or make investments in SuperHoldings to permit SuperHoldingsprovided that the sum of all such interest payments under this clause (c) together with the amount of all repurchases permitted under clause (d) below, to (i) pay corporate overhead expenses incurred in the ordinary course of business shall not to exceed $250,000 500,000 in any fiscal year and (ii) pay any taxes which are due and payable by SuperHoldings, Holdings and the Borrower as part of a consolidated group;given year; and (d) so long as no Default or Event of Default shall have has occurred and be continuingis continuing or would result therefrom, (i) the Borrower may pay dividends to Holdings redeem or make investments in Holdings repurchase for cash, at fair value, the Capital Stock of the Borrower (and, if applicable, Holdings may use such proceeds to pay dividends to SuperHoldings or make investments in SuperHoldings) to permit Holdings options to purchase Holdings’ common stock (or, if applicable, to permit SuperHoldings to purchase SuperHoldings’ common capital stock) or common stock options from present or former officers or employees, or the estate, heirs or legatees any employee of such former officers or employees, of Holdings, the Borrower or any of their respective Subsidiaries upon the death, disability disability, retirement or other termination of employment of such officer or employee, and (ii) SuperHoldings and Holdings may pay principal and interest on the Indebtedness permitted by Section 7.2(l), and the Borrower may pay dividends to Holdings or make investments in Holdings (and, if applicable, Holdings may use such proceeds to pay dividends to SuperHoldings or make investments in SuperHoldings) to permit Holdings to (or, if applicable, to permit SuperHoldings to) pay principal and interest on the Indebtedness permitted by Section 7.2(l), provided, that the aggregate amount of payments all such repurchases under this paragraph clause (d) after the Closing Date together with all interest payments under clause (c) above, shall not exceed $1,000,000 per annum and $2,000,000 500,000 in the aggregate, net of any cash proceeds received by Holdings (or, if applicable, SuperHoldings) and contributed to the Borrower in connection with resales of any common stock or common stock options so purchased; (e) so long as no Default or Event of Default shall have occurred and be continuing after giving effect thereto, SuperHoldings or Holdings may make any Restricted Payment permitted by Section 7.2(l) in an aggregate amount not to exceed $1,000,000; provided that Restricted Payments in an aggregate amount in excess of $1,000,000 may be made so long as both immediately before and immediately after giving pro forma effect to such Restricted Payment, (i) the Consolidated Fixed Charge Coverage Ratio for the Test Period in effect at the time such Restricted Payment is made is at least 1.20 to 1.00 (determined on a Pro Forma Basis in respect of the Test Period in effect at such time) and (ii) Availability shall not be less than 25% of the Total Revolving Credit Commitments; and (f) so long as no Default or Event of Default shall have occurred and be continuing after giving effect thereto, SuperHoldings or any of its Subsidiaries may purchase Capital Stock of SuperHoldings pursuant to SuperHoldings’ restricted stock plan provided that the aggregate purchase price for such Capital Stock (inclusive of reimbursement amounts in respect of Taxes) shall not exceed $5,000,000given year.

Limitation on Dividends. Declare or pay any dividend (other ----------------------- than dividends payable solely in common stock of the Person making such dividend) on, or make any payment on account of, or set apart assets for a sinking or other analogous fund for, the purchase, redemption, defeasance, retirement or other acquisition of, any shares of any class of Capital Stock of SuperHoldings, Holdings, the Borrower or any of their respective its Subsidiaries or any warrants or options to purchase any such Capital Stock, whether now or hereafter outstanding, or make any other distribution in respect thereof, either directly or indirectly, whether in cash or property or in obligations of Holdings, the Borrower or any of their respective its Subsidiaries (collectively, “"Restricted Payments”"), except that:: --------------------- (a) any Subsidiary of the Borrower may make Restricted Payments to the Borrower or any Wholly wholly Owned Subsidiary Guarantor (and if such Subsidiary is not a Wholly Owned Subsidiary of the Borrower, to its other holders of Capital Stock on a pro rata basis, provided that any such Restricted Payment to such other holders of Capital Stock be attributable only to cash flows of such Subsidiary)Guarantor; (b) any payments made to the former shareholders of Holdings pursuant to Section 1.11 of the Transaction Agreement; (c) payments made on or before the Closing Date in respect of the redemption of Capital Stock of Holdings held by existing shareholders in connection with the merger of DI Acquisition into Holdings; (d) so long as no Default or Event of Default shall have occurred and be continuing after giving effect to the payment of any such dividend or investmentcontinuing, the Borrower may pay dividends to the Company to permit the Company to pay dividends to Holdings for the sole purpose of (i) purchasing Holdings' common stock or common stock options from present or former officers or employees of Holdings or make investments any of its Subsidiaries upon the death, disability or termination of employment of such officer or employee, provided, that the aggregate amount of payments --------- under this clause (i) shall not exceed $2,000,000 during any fiscal year of the Borrower and $5,000,000 during the term of this Agreement, net, in any case, of any proceeds received by Holdings and contributed to permit Holdings the Borrower in connection with resales of any common stock or common stock options so purchased during the relevant period and (ii) paying management fees to pay scheduled cash interest payments on the Holdings Discount Notes or any refinancing thereof Xxxx Capital and Xxxx Affiliates expressly permitted by Section 7.2(h)(ii7.10(iii)) or to permit Holdings to make any payments permitted by Section 7.8(a)(ii) in an amount not to exceed the amount of interest required to be paid in cash by the terms of the Holdings Discount Notes Indenture or any refinancing thereof permitted by Section 7.2(h)(ii) or the amount of such payment made pursuant to Section 7.8(a)(ii), as applicable;; and (ce) the Borrower may pay dividends to Holdings or make investments in Holdings the Company to permit Holdings, the Company and Holdings may pay dividends to SuperHoldings or make investments in SuperHoldings to permit SuperHoldings, to (i) pay corporate overhead expenses incurred in the ordinary course of business not to exceed $250,000 in any fiscal year and year, (ii) pay any taxes which are due and payable by SuperHoldings, Holdings and the Borrower as part of a consolidated group; (d) so long as no Default or Event group of Default shall have occurred and be continuing, (i) which the Borrower may pay dividends to Holdings or make investments in Holdings (and, if applicable, Holdings may use such proceeds to pay dividends to SuperHoldings or make investments in SuperHoldings) to permit Holdings to purchase Holdings’ common stock (or, if applicable, to permit SuperHoldings to purchase SuperHoldings’ common stock) or common stock options from present or former officers or employees, or the estate, heirs or legatees of such former officers or employees, of Holdings, the Borrower or any of their respective Subsidiaries upon the death, disability or termination of employment of such officer or employee, and (ii) SuperHoldings and Holdings may pay principal and interest on the Indebtedness permitted by Section 7.2(l), Company and the Borrower may pay dividends to Holdings or make investments in Holdings are members (and, if applicable, Holdings may use such proceeds to pay dividends to SuperHoldings or make investments in SuperHoldings) to permit Holdings to (or, if applicable, to permit SuperHoldings to) pay principal and interest on the Indebtedness permitted by Section 7.2(l), provided, provided that the aggregate amount of payments under this paragraph (d) after the Closing Date such dividends shall not exceed $1,000,000 per annum the lesser of (x) the actual cash tax liability of Holdings which is then due and $2,000,000 in payable to Governmental Authorities and (y) the aggregatecash tax liability which would be owing by the Company and its Subsidiaries to Governmental Authorities on a stand-alone basis), net of any cash proceeds received by Holdings (or, if applicable, SuperHoldingsiii) pay fees and contributed expenses (other than to Affiliates) relating to the Borrower in connection with resales of any common stock or common stock options so purchased; (e) so long as no Default or Event of Default shall have occurred and be continuing after giving effect thereto, SuperHoldings or Holdings may make any Restricted Payment permitted by Section 7.2(l) in an aggregate amount not to exceed $1,000,000; provided that Restricted Payments in an aggregate amount in excess of $1,000,000 may be made so long as both immediately before and immediately after giving pro forma effect to such Restricted Payment, (i) the Consolidated Fixed Charge Coverage Ratio for the Test Period in effect at the time such Restricted Payment is made is at least 1.20 to 1.00 (determined on a Pro Forma Basis in respect of the Test Period in effect at such time) Company Zeros and (iiv) Availability shall not be less than 25% of beginning in fiscal year 2002, pay interest in cash on the Total Revolving Credit Commitments; and (f) so long as no Default or Event of Default shall have occurred and be continuing after giving effect thereto, SuperHoldings or any of its Subsidiaries may purchase Capital Stock of SuperHoldings pursuant to SuperHoldings’ restricted stock plan provided that the aggregate purchase price for such Capital Stock (inclusive of reimbursement amounts in respect of Taxes) shall not exceed $5,000,000Company Zeros.

Limitation on Dividends. Declare or pay any dividend (other than dividends payable solely in common stock of the Person making such dividend) on, or make any payment on account of, or set apart assets for a sinking or other analogous fund for, the purchase, redemption, defeasance, retirement or other acquisition of, any shares of any class of Capital Stock capital stock of SuperHoldings, Holdings, the Borrower or any of their respective Subsidiaries or any warrants or options to purchase any such Capital Stockstock, whether now or hereafter outstanding, or make any other distribution in respect thereof, either directly or indirectly, whether in cash or property or in obligations of Holdings, the Borrower or any Subsidiary, except for (a)(i) payment by the Borrower of amounts then owing to management personnel of the Borrower pursuant to the terms of their respective Subsidiaries employment contracts or under any employee benefit plan, (collectively, “Restricted Payments”), except that: (a) any Subsidiary of ii)mandatory purchases by the Borrower may make Restricted Payments of its common stock from management personnel pursuant to the terms of their respective employment agreements or any employee benefit plan, (iii)additional repurchases by the Borrower of its common stock from management personnel, and other officers or employees of the Borrower or any Wholly Owned Subsidiary Guarantor in an amount not to exceed $35,000,000 in the aggregate and (and if such Subsidiary is not a Wholly Owned Subsidiary iv) the purchase, redemption or retirement of any shares of any capital stock of the BorrowerBorrower or options to purchase capital stock of the Borrower in connection with the exercise of outstanding stock options, to its other holders of Capital Stock on a pro rata basis, provided that any such Restricted Payment to such other holders of Capital Stock be attributable only to cash flows of such Subsidiary); (b) so long as if no Default or Event of Default shall have has occurred and be is continuing after giving effect to the payment of any such dividend (or investment, the Borrower may pay dividends to Holdings or make investments in Holdings to permit Holdings to pay scheduled cash interest payments on the Holdings Discount Notes or any refinancing thereof permitted by Section 7.2(h)(ii)) or to permit Holdings to make any payments permitted by Section 7.8(a)(ii) in an amount not to exceed the amount of interest required to be paid in cash by the terms of the Holdings Discount Notes Indenture or any refinancing thereof permitted by Section 7.2(h)(ii) or the amount of such payment made pursuant to Section 7.8(a)(ii), as applicable; (c) the Borrower may pay dividends to Holdings or make investments in Holdings to permit Holdings, and Holdings may pay dividends to SuperHoldings or make investments in SuperHoldings to permit SuperHoldings, to (i) pay corporate overhead expenses incurred in the ordinary course of business not to exceed $250,000 in any fiscal year and (ii) pay any taxes which are due and payable by SuperHoldings, Holdings and the Borrower as part of a consolidated group; (d) so long as no Default or Event of Default shall have occurred and be continuing, (i) the Borrower may pay dividends to Holdings or make investments in Holdings (and, if applicable, Holdings may use such proceeds to pay dividends to SuperHoldings or make investments in SuperHoldings) to permit Holdings to purchase Holdings’ common stock (or, if applicable, to permit SuperHoldings to purchase SuperHoldings’ common stock) or common stock options from present or former officers or employees, or the estate, heirs or legatees of such former officers or employees, of Holdings, the Borrower or any of their respective Subsidiaries upon the death, disability or termination of employment of such officer or employee, and (ii) SuperHoldings and Holdings may pay principal and interest on the Indebtedness permitted by Section 7.2(l), and the Borrower may pay dividends to Holdings or make investments in Holdings (and, if applicable, Holdings may use such proceeds to pay dividends to SuperHoldings or make investments in SuperHoldings) to permit Holdings to (or, if applicable, to permit SuperHoldings to) pay principal and interest on the Indebtedness permitted by Section 7.2(l), provided, that the aggregate amount of payments under this paragraph (d) after the Closing Date shall not exceed $1,000,000 per annum and $2,000,000 in the aggregate, net of any cash proceeds received by Holdings (or, if applicable, SuperHoldings) and contributed to the Borrower in connection with resales of any common stock or common stock options so purchased; (e) so long as no Default or Event of Default shall have occurred would occur and be continuing after giving effect thereto) when any such dividend is declared by the Board of Directors of the Borrower or such payment is made on the account of the purchase of capital stock of the Borrower, SuperHoldings cash dividends on the Borrower's capital stock or Holdings may make any Restricted Payment permitted by Section 7.2(l) in an aggregate amount such payments made on the account of the purchase of capital stock of the Borrower not to exceed $1,000,000; provided that Restricted Payments exceed, in the aggregate, in any fiscal quarter (the "Payment Quarter") an aggregate amount in excess equal to the greater of $1,000,000 may be made so long as both immediately before and immediately after giving pro forma effect to such Restricted Payment, (i) the Consolidated Fixed Charge Coverage Ratio for the Test Period in effect at the time such Restricted Payment is made is at least 1.20 to 1.00 (determined on a Pro Forma Basis in respect of the Test Period in effect at such time) $25,000,000 and (ii) Availability (A) 50% (100% if the Borrower shall not be less than 25% have attained Investment Grade Status) of Consolidated Net Income of the Total Revolving Credit Commitments; and Borrower and its consolidated Subsidiaries for the period of four consecutive fiscal quarters ended immediately prior to the Payment Quarter (f) so long as no Default or Event such period of Default shall have occurred and be continuing after giving effect thereto, SuperHoldings or any of its Subsidiaries may purchase Capital Stock of SuperHoldings pursuant to SuperHoldings’ restricted stock plan provided that four quarters being the aggregate purchase price for such Capital Stock (inclusive of reimbursement amounts "Calculation Period" in respect of Taxessuch Payment Quarter), less (B) shall not exceed $5,000,000the cash amount of all (I) dividends paid and redemptions made by the Borrower during such Calculation Period in respect of capital stock and (II) payments made on the account of the purchase of capital stock of the Borrower during such Calculation Period, but only to the extent permitted by the terms of the outstanding Subordinated Debt, and (c) dividends or distributions in the form of additional shares of such capital stock or in options, warrants or other rights to purchase capital stock.

Limitation on Dividends. Declare or pay any dividend (other than dividends payable solely in common stock on any shares of the Person making such dividend) onany class of stock, or make any payment on account of, or set apart assets for a sinking or other analogous fund for, the purchase, redemption, defeasance, retirement or other acquisition of, of any shares of any class of Capital Stock of SuperHoldingsstock (including, Holdingswithout limitation, the Borrower or any outstanding capital stock of their respective Subsidiaries or any warrants or options to purchase any such Capital StockHoldCo), whether now or hereafter outstanding, or make any other distribution in respect thereof, either directly or indirectly, whether in cash or property or in obligations of Holdings, the Borrower Company or any of their respective its Subsidiaries (collectively, “all of the foregoing being referred to herein as "Restricted Payments”"), ; except that: (a) any Subsidiary of the Borrower Subsidiaries may make Restricted Payments pay dividends directly or indirectly to the Borrower Company or any Wholly Owned Subsidiary Guarantor (to Domestic Subsidiaries which are directly or indirectly wholly-owned by the Company, and if such Subsidiary is not a Wholly Owned Subsidiary of Foreign Subsidiaries may pay dividends directly or indirectly to Foreign Subsidiaries which are directly or indirectly wholly-owned by the Borrower, to its other holders of Capital Stock on a pro rata basis, provided that any such Restricted Payment to such other holders of Capital Stock be attributable only to cash flows of such Subsidiary)Company; (b) the Company may pay dividends to HoldCo in an amount equal to the amount required for HoldCo to pay franchise taxes, fees and expenses necessary to maintain its status as a corporation and other fees required to maintain its corporate existence, provided that HoldCo shall promptly pay such taxes, fees and expenses; (c) so long as no Default or Event of Default shall have has occurred and be continuing or would occur after giving effect to the payment of any such dividend declaration or investmentpayment, the Borrower may Company may, from time to time, declare and pay cash dividends to Holdings or make investments in Holdings to permit Holdings to pay scheduled cash interest payments HoldCo on the Holdings Discount Notes or any refinancing thereof permitted by Section 7.2(h)(ii)) or to permit Holdings to make any payments permitted by Section 7.8(a)(ii) in an amount not to exceed the amount of interest required to be paid in cash by the terms common stock of the Holdings Discount Notes Indenture or any refinancing thereof permitted by Section 7.2(h)(ii) or the amount of such payment made pursuant to Section 7.8(a)(ii), as applicable; (c) the Borrower may pay dividends to Holdings or make investments in Holdings to permit Holdings, and Holdings may pay dividends to SuperHoldings or make investments in SuperHoldings to permit SuperHoldings, to (i) pay corporate overhead expenses incurred in the ordinary course of business not to exceed $250,000 in any fiscal year and (ii) pay any taxes which are due and payable by SuperHoldings, Holdings and the Borrower as part of a consolidated group; (d) so long as no Default or Event of Default shall have occurred and be continuing, (i) the Borrower may pay dividends to Holdings or make investments in Holdings (and, if applicable, Holdings may use such proceeds to pay dividends to SuperHoldings or make investments in SuperHoldings) to permit Holdings to purchase Holdings’ common stock (or, if applicable, to permit SuperHoldings to purchase SuperHoldings’ common stock) or common stock options from present or former officers or employees, or the estate, heirs or legatees of such former officers or employees, of Holdings, the Borrower or any of their respective Subsidiaries upon the death, disability or termination of employment of such officer or employee, and (ii) SuperHoldings and Holdings may pay principal and interest on the Indebtedness permitted by Section 7.2(l), and the Borrower may pay dividends to Holdings or make investments in Holdings (and, if applicable, Holdings may use such proceeds to pay dividends to SuperHoldings or make investments in SuperHoldings) to permit Holdings to (or, if applicable, to permit SuperHoldings to) pay principal and interest on the Indebtedness permitted by Section 7.2(l), provided, that the aggregate amount of payments under this paragraph (d) after the Closing Date shall not exceed $1,000,000 per annum and $2,000,000 in the aggregate, net of any cash proceeds received by Holdings (or, if applicable, SuperHoldings) and contributed to the Borrower in connection with resales of any common stock or common stock options so purchased; (e) so long as no Default or Event of Default shall have occurred and be continuing after giving effect thereto, SuperHoldings or Holdings may make any Restricted Payment permitted by Section 7.2(l) Company in an aggregate amount not to exceed $1,000,00010,000,000 (the "HoldCo Dividend Limit") from the Original Closing Date; provided that Restricted Payments in an aggregate amount in excess the proceeds of $1,000,000 may such dividends shall be made so long as both immediately before and immediately after giving pro forma effect to such Restricted Payment, (i) the Consolidated Fixed Charge Coverage Ratio for the Test Period in effect at the time such Restricted Payment is made is at least 1.20 to 1.00 (determined on a Pro Forma Basis in respect used within 30 days of the Test Period in effect at receipt of such time) and (ii) Availability shall not be less than 25% dividends by HoldCo to repurchase HoldCo stock from management employees of the Total Revolving Credit Commitments; and (f) so long as no Default or Event of Default shall have occurred and be continuing after giving effect thereto, SuperHoldings HoldCo or any of its Subsidiaries and, provided further, the HoldCo Dividend Limit shall be increased by the proceeds of any additional HoldCo capital stock which is issued to any management employees of HoldCo or any of its Subsidiaries so long as such proceeds are contributed by HoldCo to the capital of the Company; and (d) any Permitted Minority-Interest Subsidiary may purchase declare and pay dividends and make other Restricted Payments with respect to the Capital Stock of SuperHoldings pursuant to SuperHoldings’ restricted stock plan provided that such Subsidiary now or hereafter outstanding; provided, in the aggregate purchase price for case of a dividend, each stockholder of such Capital Stock (inclusive of reimbursement amounts in respect of Taxes) shall not exceed $5,000,000Subsidiary receives its ratable share thereof.

Limitation on Dividends. Declare or pay any dividend (other than dividends payable solely in common stock on any shares of the Person making such dividend) onany class of stock, or make any payment on account of, or set apart assets for a sinking or other analogous fund for, the purchase, redemption, defeasance, retirement or other acquisition of, of any shares of any class of Capital Stock of SuperHoldings, Holdings, the Borrower or any of their respective Subsidiaries or any warrants or options to purchase any such Capital Stockstock, whether now or hereafter outstanding, or make any other distribution in respect thereof, either directly or indirectly, whether in cash or property or in obligations of Holdings, the Borrower Company or any of their respective its Subsidiaries (collectively, “Restricted Payments”all of the foregoing being referred to herein as "RESTRICTED PAYMENTS"), ; except that: (a) any Subsidiary of the Borrower Subsidiaries may make Restricted Payments pay dividends directly or indirectly to the Borrower Company or any Wholly Owned Subsidiary Guarantor (to Domestic Subsidiaries which are directly or indirectly wholly-owned by the Company, and if such Subsidiary is not a Wholly Owned Subsidiary of Foreign Subsidiaries may pay dividends directly or indirectly to Foreign Subsidiaries which are directly or indirectly wholly-owned by the Borrower, to its other holders of Capital Stock on a pro rata basis, provided that any such Restricted Payment to such other holders of Capital Stock be attributable only to cash flows of such Subsidiary)Company; (b) the Company may pay dividends to Intermediate Holding, and Intermediate Holding may pay such dividends to HoldCo, in an amount equal to the amount required for HoldCo and Intermediate Holding to pay franchise taxes, fees and expenses necessary to maintain their status as a corporation, and other fees required to maintain their corporate 84 existence, provided that HoldCo and Intermediate Holding shall promptly pay such taxes, fees and expenses; (c) so long as no Default or Event of Default shall have has occurred and be continuing or would occur after giving effect to the payment of any such dividend declaration or investmentpayment, the Borrower may Company may, from time to time, declare and pay cash dividends to Holdings or make investments in Holdings Intermediate Holding, and Intermediate Holding may declare and pay such dividends to permit Holdings to pay scheduled cash interest payments HoldCo, on the Holdings Discount Notes or any refinancing thereof permitted by Section 7.2(h)(ii)) or to permit Holdings to make any payments permitted by Section 7.8(a)(ii) in an amount not to exceed the amount of interest required to be paid in cash by the terms common stock of the Holdings Discount Notes Indenture or any refinancing thereof permitted by Section 7.2(h)(ii) or the amount of such payment made pursuant to Section 7.8(a)(ii), as applicable; (c) the Borrower may pay dividends to Holdings or make investments in Holdings to permit Holdings, and Holdings may pay dividends to SuperHoldings or make investments in SuperHoldings to permit SuperHoldings, to (i) pay corporate overhead expenses incurred in the ordinary course of business not to exceed $250,000 in any fiscal year and (ii) pay any taxes which are due and payable by SuperHoldings, Holdings and the Borrower as part of a consolidated group; (d) so long as no Default or Event of Default shall have occurred and be continuing, (i) the Borrower may pay dividends to Holdings or make investments in Holdings (and, if applicable, Holdings may use such proceeds to pay dividends to SuperHoldings or make investments in SuperHoldings) to permit Holdings to purchase Holdings’ common stock (or, if applicable, to permit SuperHoldings to purchase SuperHoldings’ common stock) or common stock options from present or former officers or employees, or the estate, heirs or legatees of such former officers or employees, of Holdings, the Borrower or any of their respective Subsidiaries upon the death, disability or termination of employment of such officer or employee, and (ii) SuperHoldings and Holdings may pay principal and interest on the Indebtedness permitted by Section 7.2(l), and the Borrower may pay dividends to Holdings or make investments in Holdings (and, if applicable, Holdings may use such proceeds to pay dividends to SuperHoldings or make investments in SuperHoldings) to permit Holdings to (or, if applicable, to permit SuperHoldings to) pay principal and interest on the Indebtedness permitted by Section 7.2(l), provided, that the aggregate amount of payments under this paragraph (d) after the Closing Date shall not exceed $1,000,000 per annum and $2,000,000 in the aggregate, net of any cash proceeds received by Holdings (or, if applicable, SuperHoldings) and contributed to the Borrower in connection with resales of any common stock or common stock options so purchased; (e) so long as no Default or Event of Default shall have occurred and be continuing after giving effect thereto, SuperHoldings or Holdings may make any Restricted Payment permitted by Section 7.2(l) Company in an aggregate amount not to exceed $1,000,00010,000,000 (the "HOLDCO DIVIDEND LIMIT"); provided PROVIDED that Restricted Payments in an aggregate amount in excess the proceeds of $1,000,000 may such dividends shall be made used within 30 days of the receipt of such dividends by HoldCo to repurchase HoldCo stock from management employees of HoldCo or any of its Subsidiaries and, PROVIDED FURTHER, the HoldCo Dividend Limit shall be increased by the proceeds of any additional HoldCo capital stock which is issued to any management employees of HoldCo or any of its Subsidiaries so long as both immediately before such proceeds are contributed by HoldCo to the capital of Intermediate Holding and immediately after giving pro forma effect by Intermediate Holding to such Restricted Payment, (i) the Consolidated Fixed Charge Coverage Ratio for the Test Period in effect at the time such Restricted Payment is made is at least 1.20 to 1.00 (determined on a Pro Forma Basis in respect capital of the Test Period Company; (d) any Permitted Minority-Interest Subsidiary may declare and pay dividends and make other Restricted Payments with respect to the capital stock of such Subsidiary now or hereafter outstanding; PROVIDED, in effect at the case of a dividend, each stockholder of such timeSubsidiary receives its ratable share thereof; (e) subject to applicable subordination provisions the Company may declare and (ii) Availability shall not be less than 25% of pay regularly scheduled semi-annual dividends on the Total Revolving Credit CommitmentsSubordinated Preferred Stock when due; and (f) so long as no Default the Company may exchange at par all or Event a portion of Default shall have occurred and be continuing after giving effect theretothe Subordinated Preferred Stock for a Subordinated Note; and (g) the Company may pay dividends, SuperHoldings or any solely by the issuance of its Subsidiaries may purchase Capital Stock additional shares of SuperHoldings pursuant to SuperHoldings’ restricted stock plan provided that Existing Preferred Stock, on the aggregate purchase price for such Capital Stock (inclusive of reimbursement amounts in respect of Taxes) shall not exceed $5,000,000Existing Preferred Stock.

Limitation on Dividends. (a) Declare or pay any dividend (other than dividends payable solely in common stock of the Person making such dividendBorrower) on, or make any payment on account of, or set apart assets for a sinking or other analogous fund for, the purchase, redemption, defeasance, retirement or other acquisition of, any shares of any class of Capital Stock of SuperHoldings, Holdings, the Borrower or any of their respective Subsidiaries or any warrants or options to purchase any such Capital Stock, whether now or hereafter outstanding, or make any other distribution in respect thereof, either directly or indirectly, whether in cash or property or in obligations of Holdings, the Borrower or any Subsidiary, except, so long as no Event of their respective Subsidiaries Default then exists or would result therefrom, (collectively, “Restricted Payments”), except that: i) distributions in cash or other property (a) any Subsidiary including but not limited to notes or other Indebtedness of the Borrower may make Restricted Payments Borrower) to the extent required to satisfy the REIT Distribution Requirement and (ii) equity distributions as consideration for the transactions contemplated by Section 7.4(c); and (b) enter into any derivative or other transaction with any financial institution, commodities or stock exchange or clearinghouse (a "Derivatives Counterparty") obligating the Borrower or any Wholly Owned Subsidiary Guarantor (and if such Subsidiary is not a Wholly Owned Subsidiary of the Borrower, to its other holders of Capital Stock on a pro rata basis, provided that any such Restricted Payment make payments to such other holders of Capital Stock be attributable only to cash flows of such Subsidiary); (b) so long Derivatives Counterparty as no Default or Event of Default shall have occurred and be continuing after giving effect to the payment a result of any such dividend or investment, the Borrower may pay dividends to Holdings or make investments change in Holdings to permit Holdings to pay scheduled cash interest payments on the Holdings Discount Notes or any refinancing thereof permitted by Section 7.2(h)(ii)) or to permit Holdings to make any payments permitted by Section 7.8(a)(ii) in an amount not to exceed the amount of interest required to be paid in cash by the terms of the Holdings Discount Notes Indenture or any refinancing thereof permitted by Section 7.2(h)(ii) or the amount of such payment made pursuant to Section 7.8(a)(ii), as applicable; (c) the Borrower may pay dividends to Holdings or make investments in Holdings to permit Holdings, and Holdings may pay dividends to SuperHoldings or make investments in SuperHoldings to permit SuperHoldings, to (i) pay corporate overhead expenses incurred in the ordinary course of business not to exceed $250,000 in any fiscal year and (ii) pay any taxes which are due and payable by SuperHoldings, Holdings and the Borrower as part of a consolidated group; (d) so long as no Default or Event of Default shall have occurred and be continuing, (i) the Borrower may pay dividends to Holdings or make investments in Holdings (and, if applicable, Holdings may use such proceeds to pay dividends to SuperHoldings or make investments in SuperHoldings) to permit Holdings to purchase Holdings’ common stock (or, if applicable, to permit SuperHoldings to purchase SuperHoldings’ common stock) or common stock options from present or former officers or employees, or the estate, heirs or legatees of such former officers or employees, of Holdings, the Borrower or any of their respective Subsidiaries upon the death, disability or termination of employment of such officer or employee, and (ii) SuperHoldings and Holdings may pay principal and interest on the Indebtedness permitted by Section 7.2(l), and the Borrower may pay dividends to Holdings or make investments in Holdings (and, if applicable, Holdings may use such proceeds to pay dividends to SuperHoldings or make investments in SuperHoldings) to permit Holdings to (or, if applicable, to permit SuperHoldings to) pay principal and interest on the Indebtedness permitted by Section 7.2(l), provided, that the aggregate amount of payments under this paragraph (d) after the Closing Date shall not exceed $1,000,000 per annum and $2,000,000 in the aggregate, net market value of any cash proceeds received by Holdings (or, if applicable, SuperHoldings) and contributed to the Borrower in connection with resales of any common stock or common stock options so purchased; (e) so long as no Default or Event of Default shall have occurred and be continuing after giving effect thereto, SuperHoldings or Holdings may make any Restricted Payment permitted by Section 7.2(l) in an aggregate amount not to exceed $1,000,000; provided that Restricted Payments in an aggregate amount in excess of $1,000,000 may be made so long as both immediately before and immediately after giving pro forma effect to such Restricted Payment, (i) the Consolidated Fixed Charge Coverage Ratio for the Test Period in effect at the time such Restricted Payment is made is at least 1.20 to 1.00 (determined on a Pro Forma Basis in respect of the Test Period in effect at such time) and (ii) Availability shall not be less than 25% of the Total Revolving Credit Commitments; and (f) so long as no Default or Event of Default shall have occurred and be continuing after giving effect thereto, SuperHoldings or any of its Subsidiaries may purchase Capital Stock of SuperHoldings pursuant to SuperHoldings’ restricted stock plan provided that the aggregate purchase price for such Capital Stock (inclusive such declarations, payments, setting apart, purchases, redemptions, defeasances, retirements, acquisitions and distributions, and such transactions with any Derivatives Counterparties, being herein called "Restricted Payments"). In satisfying the REIT Distribution Requirement pursuant to clause (i) above, the Borrower shall endeavor to issue Capital Stock or subordinated Indebtedness in each case as otherwise permitted under this Agreement or any other Loan Document, unless such manner of reimbursement amounts distribution is impracticable for the Borrower, in respect of Taxes) shall not exceed $5,000,000which case the Borrower may satisfy the REIT Distribution Requirement by paying cash dividends.

Limitation on Dividends. Declare No Credit Agreement Party will, nor will permit any of its Subsidiaries to, declare, pay or pay otherwise authorize any dividend dividends (other than dividends payable solely in non-redeemable common stock or comparable common equity interests of Parent or any such Subsidiary, as the Person making such dividendcase may be) onor return any equity capital to, its stockholders, partners, members or other equityholders or declare, authorize or make any other distribution, payment on account ofor delivery of property or cash to its stockholders, partners, members or other equity holders as such, or set apart assets redeem, retire, purchase or otherwise acquire, directly or indirectly, for a sinking or other analogous fund for, the purchase, redemption, defeasance, retirement or other acquisition ofconsideration, any shares of any class of Capital Stock of SuperHoldingsits capital stock or other equity interests, Holdings, the Borrower now or any of their respective Subsidiaries hereafter outstanding (or any warrants for or options or stock appreciation rights in respect of any of such shares or other equity interests), or set aside any funds for any of the foregoing purposes, and no Credit Agreement Party will permit any of its Subsidiaries to purchase or otherwise acquire for consideration any such Capital Stockshares of any class of the capital stock or other equity interests of Parent or any other Subsidiary, whether as the case may be, now or hereafter outstanding, or make any other distribution in respect thereof, either directly or indirectly, whether in cash or property or in obligations of Holdings, the Borrower outstanding (or any options or warrants or stock appreciation rights issued by such Person with respect to its capital stock or other equity interests) (all of their respective Subsidiaries (collectively, “Restricted Payments”the foregoing "Dividends"), except that: (ai) any Subsidiary of the Borrower may make Restricted Payments pay Dividends to the Borrower or any Wholly Owned Subsidiary Guarantor (and if such Subsidiary is not a Wholly Wholly-Owned Subsidiary of the Borrower, (ii) any Non-Guarantor Parent Subsidiary may pay Dividends to Parent or any other Non-Guarantor Parent Subsidiary that is a Wholly-Owned Subsidiary of Parent, (iii) any Subsidiary of any Direct Parent Subsidiary Guarantor may pay Dividends to such Direct Parent Subsidiary Guarantor or any Wholly-Owned Subsidiary of such Direct Parent Subsidiary Guarantor and (iv) any non-Wholly-Owned Subsidiary of Parent may pay cash Dividends to its other holders shareholders generally so long as Parent or its respective Subsidiary which owns the equity interest in the Subsidiary paying such Dividends receives at least its proportionate share thereof (based upon its relative holding of Capital Stock on a pro rata basisthe equity interests in the Subsidiary paying such Dividends and taking into account the relative preferences, provided that any such Restricted Payment to such other holders if any, of Capital Stock be attributable only to cash flows the various classes of equity interests of such Subsidiary); (b) Parent may issue shares of Parent Common Stock upon the exercise of any warrants or options or upon the conversion or redemption of any convertible or redeemable preferred or preference stock, and in connection with any such exercise, conversion or redemption, Parent may, so long as no Default or Event of Default shall have occurred and be continuing after giving effect to the payment then exists or would result therefrom, pay cash in lieu of any such dividend or investment, the Borrower may pay dividends to Holdings or make investments in Holdings to permit Holdings to pay scheduled cash interest payments on the Holdings Discount Notes or any refinancing thereof permitted by Section 7.2(h)(ii)) or to permit Holdings to make any payments permitted by Section 7.8(a)(ii) in an amount not to exceed the amount issuing fractional shares of interest required to be paid in cash by the terms of the Holdings Discount Notes Indenture or any refinancing thereof permitted by Section 7.2(h)(ii) or the amount of such payment made pursuant to Section 7.8(a)(ii), as applicableParent Common Stock; (c) the Borrower so long as no Event of Default then exists or would result therefrom, Parent may pay dividends to Holdings repurchase Parent Common Stock (and/or options or make investments warrants in Holdings to permit Holdingsrespect thereof) pursuant to, and Holdings may pay dividends in accordance with the terms of, management and/or employee stock plans, provided that the aggregate amount of cash paid in respect of all such repurchases in any calendar year pursuant to SuperHoldings or make investments in SuperHoldings to permit SuperHoldings, to this clause (ic) pay corporate overhead expenses incurred in the ordinary course of business does not to exceed $250,000 in any fiscal year and (ii) pay any taxes which are due and payable by SuperHoldings, Holdings and the Borrower as part of a consolidated group20,000,000; (d) so long as no Default or Event of Default then exists or would result therefrom, Parent may declare and pay, or otherwise pay or make, any other Dividend, provided that, at the time it is, in the case of a Non-Declared Dividend, paid or made and, in the case of any other Dividend, declared or otherwise authorized, the aggregate amount of such Dividend, when added to all Non-Declared Dividends theretofore paid or made and any other Dividends theretofore declared or otherwise authorized (or paid) pursuant to this Section 8.05(d) after the Third Restatement Effective Date shall have occurred not exceed an amount equal to the sum of (x) $500,000,000 plus (y) (if positive) 75% of Cumulative Adjusted Cash Net Income plus (z) the aggregate cash proceeds (net of underwriting discounts and commissions) received by Parent after the Third Restatement Effective Date from issuances of its equity securities (provided that the aggregate amount of such aggregate net cash proceeds received in any twelve-month period shall be continuingdeemed not to exceed $250,000,000 for purposes of this Section 8.05(d)), in each case determined at, in the case of a Non-Declared Dividend, the date paid or made and, in the case of any other Dividend, the date declared or otherwise authorized, provided that such Dividend (other than a Dividend that is a Non-Declared Dividend) is paid within 90 days of the making of such declaration or other authorization, provided, further, that Dividends may only be paid or made by the Borrower under this Section 8.05(d) if at the time of, in the case of a Non-Declared Dividend, the date paid or made and, in the case of any other Dividend, the date declared or otherwise authorized, the excess of (i) the sum of the Total Unutilized Commitment and Permanent Surplus Cash, in each case at such time, over (ii) the sum of the amount of, in the case of a Non-Declared Dividend, the aggregate amount of such Non-Declared Dividend plus any other Dividends theretofore declared or otherwise authorized but then unpaid and, in the case of any other Dividend, the amount thereof so declared or otherwise authorized, shall equal at least $225,000,000; (e) the Borrower and any Direct Parent Subsidiary Guarantor may pay Dividends to Parent, so long as (x) no Event of Default then exists or would result therefrom, and (y) the cash proceeds thereof are used by Parent within 90 days of receipt thereof for the purposes described in Sections 8.05(b), (c), (d), (g) and (l); (f) Parent may issue and exchange shares of any class or series of its common stock now or hereafter outstanding for shares of any other class or series of its common stock now or hereafter outstanding; (g) Parent may, in connection with any reclassification of its common stock and any exchange permitted by clause (f) above, pay cash in lieu of issuing fractional shares of any class or series of its common stock; (h) the Borrower and any Direct Parent Subsidiary Guarantor may pay cash Dividends to Parent, so long as the proceeds thereof are used by Parent to pay operating expenses incurred in the ordinary course of business (including, without limitation, professional fees and expenses) and other similar corporate overhead costs and expenses; (i) the Borrower and any Direct Parent Subsidiary Guarantor may pay cash Dividends to Parent, in the amounts and at the times of any payment by Parent in respect of its taxes (or taxes of its consolidated group), provided that (x) the amount of cash Dividends paid pursuant to this clause (i) to enable Parent to pay taxes at any time shall not exceed the amount of such taxes owing by Parent at such time, (y) any refunds received by Parent attributable to the Borrower, any Direct Parent Subsidiary Guarantor or any of their respective Subsidiaries shall be promptly returned by Parent to the relevant Person entitled thereto and (z) in no event shall the Borrower or any Direct Parent Subsidiary Guarantor be permitted to pay cash Dividends to Parent for the purposes described above in excess of the amounts permitted to be paid by it pursuant to Section 9.10 for the relevant tax period; (j) the Borrower may from time to time pay cash Dividends to Parent with the proceeds of payments received by it from Santa Fe under the Santa Fe Intercompany Note for purposes of enabling Parent to pay interest and principal on the Parent Intercompany Note as and when due, so long as Parent promptly (and in any event within 30 days of receipt thereof) uses the full amount of such cash Dividends to pay interest and principal on the Parent Intercompany Note as and when due; (k) (i) the Borrower may from time to time pay dividends cash Dividends to Holdings or make investments in Holdings (and, if applicable, Holdings may use such Parent with the proceeds of Intercompany Loans received by it from Xxxxxxxx Tobacco for purposes of enabling Parent to pay dividends to SuperHoldings or make investments cash Dividends on the Parent Preferred Stock held by the Borrower as and when due, so long as Parent promptly (and in SuperHoldingsany event within 30 days of receipt thereof) to permit Holdings to purchase Holdings’ common stock (or, if applicable, to permit SuperHoldings to purchase SuperHoldings’ common stock) or common stock options from present or former officers or employees, or uses the estate, heirs or legatees full amount of such former officers or employees, of Holdings, cash Dividends to pay cash Dividends on the Parent Preferred Stock held by the Borrower or any of their respective Subsidiaries upon the death, disability or termination of employment of such officer or employee, as and when due and (ii) SuperHoldings and Holdings Parent may from time to time pay principal and interest to the Borrower cash Dividends on the Indebtedness permitted by Section 7.2(l)Parent Preferred Stock as and when due; and (l) so long as no Event of Default then exists or would result therefrom, Parent may repurchase shares of Parent Common Stock for cash at such times on or prior to June 30, 2005, and in such amounts, as may be required pursuant to contractual obligations under the Borrower may pay dividends to Holdings or make investments in Holdings (and, if applicable, Holdings may use such proceeds to pay dividends to SuperHoldings or make investments in SuperHoldings) to permit Holdings to (or, if applicable, to permit SuperHoldings to) pay principal and interest Combination Transaction Documents existing on the Indebtedness permitted by Section 7.2(lThird Restatement Effective Date to maintain B&W Parent's ownership interest in Parent at 42% (determined on a fully diluted basis), provided, ; provided however that the aggregate amount of payments under cash used to effect Dividends pursuant to this paragraph clause (dl) after the Closing Third Restatement Effective Date shall not exceed $1,000,000 per annum and $2,000,000 in the aggregate, net of any cash proceeds received by Holdings (or, if applicable, SuperHoldings) and contributed to the Borrower in connection with resales of any common stock or common stock options so purchased; (e) so long as no Default or Event of Default shall have occurred and be continuing after giving effect thereto, SuperHoldings or Holdings may make any Restricted Payment permitted by Section 7.2(l) in an aggregate amount not to exceed $1,000,000; provided that Restricted Payments in an aggregate amount in excess of $1,000,000 may be made so long as both immediately before and immediately after giving pro forma effect to such Restricted Payment, (i) the Consolidated Fixed Charge Coverage Ratio for the Test Period in effect at the time such Restricted Payment is made is at least 1.20 to 1.00 (determined on a Pro Forma Basis in respect of the Test Period in effect at such time) and (ii) Availability shall not be less than 25% of the Total Revolving Credit Commitments; and (f) so long as no Default or Event of Default shall have occurred and be continuing after giving effect thereto, SuperHoldings or any of its Subsidiaries may purchase Capital Stock of SuperHoldings pursuant to SuperHoldings’ restricted stock plan provided that the aggregate purchase price for such Capital Stock (inclusive of reimbursement amounts in respect of Taxes) shall not exceed $5,000,00055,000,000.

Limitation on Dividends. Declare or pay any dividend (other than dividends payable solely in common stock of the such Person making or in options, warrants or rights to purchase such dividendcommon stock) on, or make any payment on account of, or set apart assets for a sinking or other analogous fund for, the purchase, redemption, defeasance, retirement or other acquisition of, any shares of any class of Capital Stock of SuperHoldings, Holdings, the Borrower or any of their respective Subsidiaries such Person or any warrants or options to purchase any such Capital Stock, whether now or hereafter outstanding, or make any other distribution in respect thereof, either directly or indirectly, whether in cash or property or in obligations of Holdings, the Borrower Hanover or any Subsidiary of their respective Subsidiaries Hanover (collectively, “Restricted Payments”), except that: (a) any Subsidiary of the Borrower may make Restricted Payments to the Borrower or any Wholly Owned Subsidiary Guarantor (and that if such Subsidiary is not a Wholly Owned Subsidiary of the Borrower, to its other holders of Capital Stock on a pro rata basis, provided that any such Restricted Payment to such other holders of Capital Stock be attributable only to cash flows of such Subsidiary); (b) so long as no Default or Event of Default shall have occurred exists or would reasonably be expected to be caused thereby (i) Subsidiaries of Hanover may declare and be continuing after giving effect to the payment of any such dividend or investment, the Borrower may pay dividends to Holdings Hanover (to the extent necessary to pay interest on, or redeem, the TIDES Debentures and any Refinancing Indebtedness incurred in respect thereof or to cover operating expenses of Hanover) and other shareholders of such Subsidiaries and the TIDES Trust may redeem the TIDES as contemplated by the TIDES Declaration of Trust and any Refinancing Indebtedness incurred in respect thereof, (ii) Hanover may repurchase or redeem shares of Hanover common stock from its employees and former employees so long as the aggregate amount of all such repurchases since the Closing Date does not exceed $7,500,000, (iii) Subsidiaries of Hanover may declare and pay dividends, or make investments in Holdings distributions, to permit Holdings Hanover to the extent necessary to allow Hanover to pay scheduled cash interest on the 2008 Notes and any Refinancing Indebtedness incurred in respect thereof, (iv) Subsidiaries of Hanover may declare and pay dividends, or make distributions, to Hanover to the extent necessary to allow Hanover to pay interest when due on (or, after the conversion of such notes, to the extent necessary to allow Hanover to make required dividend payments on the Holdings Discount Notes or any refinancing thereof permitted by Section 7.2(h)(ii)) or to permit Holdings to make any such converted Capital Stock; provided, that in no event shall such dividend payments permitted by Section 7.8(a)(ii) in an amount not to exceed the amount of interest payments that would have been otherwise required to be paid in cash by on the terms of the Holdings Discount Hanover Convertible Notes Indenture or any refinancing thereof permitted by Section 7.2(h)(ii) or the amount of such payment made pursuant to Section 7.8(a)(ii), as applicable; (cassuming no conversion had occurred) the Borrower Hanover Convertible Notes and any Refinancing Indebtedness incurred in respect thereof, (v) Subsidiaries of Hanover may declare and pay dividends to Holdings dividends, or make investments in Holdings to permit Holdings, and Holdings may pay dividends to SuperHoldings or make investments in SuperHoldings to permit SuperHoldingsdistributions, to (i) Hanover to the extent necessary to allow Hanover to pay corporate overhead expenses interest when due on the 2003 Notes and any Refinancing Indebtedness incurred in the ordinary course of business not to exceed $250,000 in any fiscal year and (ii) pay any taxes which are due and payable by SuperHoldings, Holdings and the Borrower as part of a consolidated group; (d) so long as no Default or Event of Default shall have occurred and be continuing, (i) the Borrower may pay dividends to Holdings or make investments in Holdings (and, if applicable, Holdings may use such proceeds to pay dividends to SuperHoldings or make investments in SuperHoldings) to permit Holdings to purchase Holdings’ common stock (or, if applicable, to permit SuperHoldings to purchase SuperHoldings’ common stock) or common stock options from present or former officers or employees, or the estate, heirs or legatees of such former officers or employees, of Holdings, the Borrower or any of their respective Subsidiaries upon the death, disability or termination of employment of such officer or employeerespect thereof, and (iivi) SuperHoldings and Holdings may pay principal and interest on the Indebtedness permitted by Section 7.2(l), and the Borrower may pay dividends to Holdings or make investments in Holdings (and, if applicable, Holdings may use such proceeds to pay dividends to SuperHoldings or make investments in SuperHoldings) to permit Holdings to (or, if applicable, to permit SuperHoldings to) pay principal and interest on the Indebtedness permitted by Section 7.2(l), provided, that the aggregate amount of payments under this paragraph (d) after the Closing Date shall not exceed $1,000,000 per annum and $2,000,000 in the aggregate, net of any cash proceeds received by Holdings (or, if applicable, SuperHoldings) and contributed to the Borrower in connection with resales of any common stock or common stock options so purchased; (e) so long as no Default or Event of Default shall have occurred and be continuing after giving effect thereto, SuperHoldings or Holdings Subsidiary may make any Restricted Payment permitted by Section 7.2(l) in an aggregate amount not to exceed $1,000,000; provided that Restricted Payments in an aggregate amount in excess to HCLP or to any Subsidiary of $1,000,000 may be made so long as both immediately before and immediately after giving pro forma effect to such Restricted Payment, (i) the Consolidated Fixed Charge Coverage Ratio for the Test Period in effect at the time such Restricted Payment is made is at least 1.20 to 1.00 (determined on a Pro Forma Basis in respect of the Test Period in effect at such time) and (ii) Availability shall not be less than 25% of the Total Revolving Credit Commitments; and (f) so long as no Default or Event of Default shall have occurred and be continuing after giving effect thereto, SuperHoldings or any of its Subsidiaries may purchase Capital Stock of SuperHoldings pursuant to SuperHoldings’ restricted stock plan provided that the aggregate purchase price for such Capital Stock (inclusive of reimbursement amounts in respect of Taxes) shall not exceed $5,000,000HCLP.

Limitation on Dividends. Declare or pay any dividend (other than dividends payable solely in common stock of the Person making such dividend) Parent Borrower or options, warrants or other rights to purchase common stock of the Parent Borrower on, or make any payment on account of, or set apart assets for a sinking or other analogous fund for, the purchase, redemption, defeasance, retirement or other acquisition of, any shares of any class of Capital Stock of SuperHoldings, Holdings, the Parent Borrower or any of their respective its Subsidiaries or any warrants or options to purchase any such Capital Stock, whether now or hereafter outstanding, or make any other distribution (other than distributions payable solely in common stock of the Parent Borrower or options, warrants or other rights to purchase common stock of the Parent Borrower) in respect thereof, either directly or indirectly, whether in cash or property or in obligations of Holdings, the Parent Borrower or any of their respective Subsidiaries (collectively, “Restricted Payments”)its Subsidiaries, except that: (a) any Subsidiary of the Parent Borrower may pay dividends or return capital or make Restricted Payments distributions and other similar payments with regard to its Capital Stock to the Parent Borrower or any Wholly Owned Subsidiary Guarantor (and if such Subsidiary is not to a Wholly Owned Subsidiary of the Borrower, Parent Borrower which owns equity therein; (b) any non-Wholly Owned Subsidiary of the Parent Borrower may pay dividends or return capital or make distributions and other similar payments to its shareholders generally so long as the Parent Borrower or its respective Subsidiary which owns the Capital Stock in the Subsidiary paying such dividends or returning such capital or making such distributions and other holders similar payments receives at least its proportionate share thereof (based upon its relative holding of the Capital Stock in the Subsidiary paying such dividends or returning such capital or making such distributions and other similar payments and taking into account the relative preferences, if any, of the various classes of Capital Stock on a pro rata basis, provided that any such Restricted Payment to such other holders of Capital Stock be attributable only to cash flows of such Subsidiary); (bc) the Parent Borrower and any of its Subsidiaries may pay cash dividends in an amount sufficient to allow any Parent Entity to pay expenses (other than taxes) incurred in the ordinary course of business, provided that, if any Parent Entity shall own any material assets other than the Capital Stock of Holdings or another Parent Entity or other assets relating to the ownership interest of such Parent Entity in another Parent Entity, the Parent Borrower or Subsidiaries of the Parent Borrower, such cash dividends with respect to such Parent Entity shall be limited to the reasonable and proportional share, as determined by the Parent Borrower in its reasonable discretion, of such expenses incurred by such Parent Entity relating or allocable to its ownership interest in the Parent Borrower or another Parent Entity and such other related assets; (d) the Parent Borrower and any of its Subsidiaries may pay cash dividends in an amount sufficient to cover reasonable and necessary expenses (including professional fees and expenses) (other than taxes) incurred by any Parent Entity in connection with (i) registration, public offerings and exchange listing of equity or debt securities and maintenance of the same, (ii) compliance with reporting obligations under, or in connection with compliance with, federal or state laws or under this Agreement or any of the other Loan Documents and (iii) indemnification and reimbursement of directors, officers and employees in respect of liabilities relating to their serving in any such capacity, or obligations in respect of director and officer insurance (including premiums therefor), provided that, in the case of sub-clause (i) above, if any Parent Entity shall own any material assets other than the Capital Stock of Holdings or another Parent Entity or other assets relating to the ownership interest of such Parent Entity in another Parent Entity, Holdings or its Subsidiaries, with respect to such Parent Entity such cash dividends shall be limited to the reasonable and proportional share, as determined by the Parent Borrower in its reasonable discretion, of such expenses incurred by such Parent Entity relating or allocable to its ownership interest in another Parent Entity, Holdings and such other assets; (e) the Parent Borrower and any of its Subsidiaries may pay, without duplication, cash dividends (i) pursuant to the Tax Sharing Agreement, and (ii) to pay or permit any Parent Entity to pay any Related Taxes; (f) the Parent Borrower and any of its Subsidiaries may pay cash dividends in an amount sufficient to allow any Parent Entity to repurchase shares of its Capital Stock or rights, options or units in respect thereof from any Management Investors or former Management Investors (or any of their respective heirs, successors, assigns, legal representatives or estates), or as otherwise contemplated by any Management Subscription Agreements, for an aggregate purchase price not to exceed $15,000,000; provided that such amount shall be increased by (i) an amount equal to $3,000,000 on each anniversary of the Closing Date, commencing on the first anniversary of the Closing Date, and (ii) an amount equal to the proceeds to the Parent Borrower (whether received by it directly or from a Parent Entity or applied to pay Parent Entity Expenses) of any resales or new issuances of shares and options to any Management Investors, at any time after the initial issuances to any Management Investors, together with the aggregate amount of deferred compensation owed by the Parent Borrower or any of its Subsidiaries to any Management Investor that shall thereafter have been cancelled, waived or exchanged at any time after the initial issuances to any thereof in connection with the grant to such Management Investor of the right to receive or acquire shares of the Holdings’ or any Parent Entity’s Capital Stock; (g) the Parent Borrower and any of its Subsidiaries may pay cash dividends in an amount sufficient to allow any Parent Entity to pay all fees and expenses incurred in connection with the Transaction and the other transactions expressly contemplated by this Agreement and the other Loan Documents, and to allow Holdings to perform its obligations under or in connection with the Loan Documents to which it is a party; (h) the Parent Borrower and any of its Subsidiaries may pay a cash dividend to Holdings (and Holdings may use the cash proceeds thereof to pay a cash dividend directly or indirectly to any Parent Entity), in each case on the Closing Date to give effect to the Recapitalization; (i) the Parent Borrower and any of its Subsidiaries may pay dividends in an amount sufficient to allow any Parent Entity to pay all fees, expenses, purchase price adjustments and other obligations (other than any obligation (other than Related Taxes) related to the Seller Notes) incurred pursuant to the Recapitalization Agreement as in effect on the date hereof or the Indemnification Agreement (as defined in the Recapitalization Agreement) as in effect on the date hereof; and (j) so long as no Default or Event of Default shall have has occurred and be is continuing after giving effect to the payment of any such dividend or investmentwould result therefrom, the Parent Borrower and any of its Subsidiaries may pay dividends to Holdings or make investments in Holdings to permit Holdings to pay scheduled cash interest payments on the Holdings Discount Notes or any refinancing thereof permitted by Section 7.2(h)(ii)) or to permit Holdings to make any payments permitted by Section 7.8(a)(ii) in an amount not to exceed the amount of interest required to be paid in cash by the terms of the Holdings Discount Notes Indenture or any refinancing thereof permitted by Section 7.2(h)(ii) or the amount of such payment made pursuant to Section 7.8(a)(ii), as applicable; (c) the Borrower may pay dividends to Holdings or make investments in Holdings to permit Holdings, and Holdings may pay dividends to SuperHoldings or make investments in SuperHoldings to permit SuperHoldings, to (i) pay corporate overhead expenses incurred in the ordinary course of business not to exceed $250,000 in any fiscal year and (ii) pay any taxes which are due and payable by SuperHoldings, Holdings and the Borrower as part of a consolidated group; (d) so long as no Default or Event of Default shall have occurred and be continuing, (i) the Borrower may pay dividends to Holdings or make investments in Holdings (and, if applicable, Holdings may use such proceeds to pay dividends to SuperHoldings or make investments in SuperHoldings) to permit Holdings to purchase Holdings’ common stock (or, if applicable, to permit SuperHoldings to purchase SuperHoldings’ common stock) or common stock options from present or former officers or employees, or the estate, heirs or legatees of such former officers or employees, of Holdings, the Borrower or any of their respective Subsidiaries upon the death, disability or termination of employment of such officer or employee, and (ii) SuperHoldings and Holdings may pay principal and interest on the Indebtedness permitted by Section 7.2(l), and the Borrower may pay dividends to Holdings or make investments in Holdings (and, if applicable, Holdings may use such proceeds to pay dividends to SuperHoldings or make investments in SuperHoldings) to permit Holdings to (or, if applicable, to permit SuperHoldings to) pay principal and interest on the Indebtedness permitted by Section 7.2(l), provided, dividends; provided that the aggregate amount of payments under such dividends pursuant to this clause (j), when aggregated with (i) all Guarantee Obligations outstanding pursuant to subsection 7.3(o), (ii) all Investments (determined as the amount originally advanced, loaned or otherwise invested, less any returns on the respective Investment not to exceed the original amount invested) outstanding pursuant to paragraphs 7.7(m) and (n), (iii) all cash consideration paid in respect of acquisitions pursuant to paragraph 7.8(b)(iii) and (iv) all optional prepayments made pursuant to subsection 7.12(f), do not at any time exceed $150,000,000; provided further that the aggregate amount of such dividends paid pursuant to this paragraph (d) after the Closing Date shall not exceed $1,000,000 per annum and $2,000,000 in the aggregate, net of any cash proceeds received by Holdings (or, if applicable, SuperHoldings) and contributed to the Borrower in connection with resales of any common stock or common stock options so purchased; (e) so long as no Default or Event of Default shall have occurred and be continuing after giving effect thereto, SuperHoldings or Holdings may make any Restricted Payment permitted by Section 7.2(l) in an aggregate amount not to exceed $1,000,000; provided that Restricted Payments in an aggregate amount in excess of $1,000,000 may be made so long as both immediately before and immediately after giving pro forma effect to such Restricted Payment, (i) the Consolidated Fixed Charge Coverage Ratio for the Test Period in effect at the time such Restricted Payment is made is at least 1.20 to 1.00 (determined on a Pro Forma Basis in respect of the Test Period in effect at such time) and (ii) Availability shall not be less than 25% of the Total Revolving Credit Commitments; and (f) so long as no Default or Event of Default shall have occurred and be continuing after giving effect thereto, SuperHoldings or any of its Subsidiaries may purchase Capital Stock of SuperHoldings pursuant to SuperHoldings’ restricted stock plan provided that the aggregate purchase price for such Capital Stock (inclusive of reimbursement amounts in respect of Taxesj) shall not exceed (x) $5,000,00050,000,000 during any fiscal year of the Parent Borrower or (y) $75,000,000 in any two consecutive fiscal years of the Parent Borrower.

Limitation on Dividends. Declare or pay any dividend on (other than dividends payable solely in common stock of the Person making such dividend) onits own Capital Stock), or make any payment on account of, or set apart assets for a sinking or other analogous fund for, the purchase, redemption, defeasance, retirement or other acquisition of, any shares of any class of Capital Stock of SuperHoldings, Holdings, the Borrower or any of their respective Subsidiaries Subsidiary or any warrants or options to purchase any such Capital Stock, whether now or hereafter outstanding, or make any other distribution in respect thereof, either directly or indirectly, whether in cash or property or in obligations of Holdings, the Borrower or any of their respective Subsidiaries Subsidiary (collectivelysuch declarations, “Restricted Payments”payments, setting apart, purchases, redemptions, defeasance, retirements, acquisitions and distributions being herein called "RESTRICTED PAYMENTS"), except that: (a) any Wholly-Owned Subsidiary of the Borrower may declare and pay dividends to or make Restricted Payments other distributions to the Borrower or to any Wholly other Wholly-Owned Subsidiary Guarantor (and if such Subsidiary is not a Wholly Owned Subsidiary of the Borrower, to its other holders of Capital Stock on a pro rata basis, provided that any such Restricted Payment to such other holders of Capital Stock be attributable only to cash flows of such Subsidiary); (b) so long as no Default or Event of Default shall have occurred and be continuing after giving effect to the payment of any such dividend or investment, the Borrower may pay dividends to Holdings repurchase, redeem or make investments in Holdings to permit Holdings to pay scheduled cash interest payments on otherwise acquire or retire for value any Capital Stock of the Holdings Discount Notes Borrower or any refinancing thereof permitted Subsidiary held by Section 7.2(h)(ii)) or to permit Holdings to make any payments permitted by Section 7.8(a)(ii) in an amount not to exceed the amount of interest required to be paid in cash by the terms of the Holdings Discount Notes Indenture Borrower's (or any refinancing thereof permitted by Section 7.2(h)(iiof its Subsidiaries') or the amount of such payment made employees pursuant to Section 7.8(a)(ii)any management equity subscription agreement or stock option agreement in effect as of the date hereof; provided that the aggregate price paid for all such repurchased, as applicable;redeemed, acquired or retired Capital Stock shall not exceed $2,000,000 in any twelve-month period; and (c) the Borrower may pay dividends to Holdings purchase, redeem or make investments in Holdings to permit Holdings, and Holdings may pay dividends to SuperHoldings otherwise acquire or make investments in SuperHoldings to permit SuperHoldings, to retire for value any Capital Stock of the Borrower (i) pay corporate overhead expenses incurred in the ordinary course of business not granted prior to exceed $250,000 in any fiscal year June 27, 1997 and held by its former executives or (ii) pay any taxes which are due and payable held by SuperHoldings, Holdings and the Borrower as part of a consolidated group; (d) so long as no Default or Event of Default shall have occurred and be continuing, (i) the Borrower may pay dividends to Holdings or make investments in Holdings (and, if applicable, Holdings may use such proceeds to pay dividends to SuperHoldings or make investments in SuperHoldings) to permit Holdings to purchase Holdings’ common stock (or, if applicable, to permit SuperHoldings to purchase SuperHoldings’ common stock) or common stock options from present employees or former officers employee as required by any established employee benefit plans or employees, or the estate, heirs or legatees of such former officers or employees, of Holdings, the Borrower or any of their respective Subsidiaries upon the death, disability or termination of employment of such officer or employee, and (ii) SuperHoldings and Holdings may pay principal and interest on the Indebtedness permitted by Section 7.2(l), and the Borrower may pay dividends to Holdings or make investments in Holdings (and, if applicable, Holdings may use such proceeds to pay dividends to SuperHoldings or make investments in SuperHoldings) to permit Holdings to (or, if applicable, to permit SuperHoldings to) pay principal and interest on the Indebtedness permitted by Section 7.2(l), provided, that the aggregate amount of payments under this paragraph (d) after the Closing Date shall not exceed $1,000,000 per annum and $2,000,000 in the aggregate, net of any cash proceeds received by Holdings (or, if applicable, SuperHoldings) and contributed to the Borrower in connection with resales of any common stock or common stock options so purchased; (e) so long as no Default or Event of Default shall have occurred and be continuing after giving effect thereto, SuperHoldings or Holdings may make any Restricted Payment permitted by Section 7.2(l) in an aggregate amount not to exceed $1,000,000; provided that Restricted Payments in an aggregate amount in excess of $1,000,000 may be made so long as both immediately before and immediately after giving pro forma effect to such Restricted Payment, (i) the Consolidated Fixed Charge Coverage Ratio for the Test Period in effect at the time such Restricted Payment is made is at least 1.20 to 1.00 (determined on a Pro Forma Basis in respect of the Test Period in effect at such time) and (ii) Availability shall not be less than 25% of the Total Revolving Credit Commitments; and (f) so long as no Default or Event of Default shall have occurred and be continuing after giving effect thereto, SuperHoldings or any of its Subsidiaries may purchase Capital Stock of SuperHoldings pursuant to SuperHoldings’ restricted stock plan provided that the aggregate purchase price for such Capital Stock (inclusive of reimbursement amounts in respect of Taxes) shall not exceed $5,000,000agreements.

Limitation on Dividends. Declare or pay any dividend (other than dividends payable solely in common stock on any shares of the Person making such dividend) onany class of stock, or make any payment on account of, or set apart assets for a sinking or other analogous fund for, the purchase, redemption, defeasance, retirement or other acquisition of, of any shares of any class of Capital Stock of SuperHoldings, Holdings, the Borrower or any of their respective Subsidiaries or any warrants or options to purchase any such Capital Stockstock, whether now or hereafter outstanding, or make any other distribution in respect thereof, either directly or indirectly, whether in cash or property or in obligations of Holdings, the Borrower Company or any of their respective its Subsidiaries (collectively, all of the foregoing being referred to herein as “Restricted Payments”), ; except that: (a) any Subsidiary of the Borrower Subsidiaries may make Restricted Payments pay dividends directly or indirectly to the Borrower Company or any Wholly Owned Subsidiary Guarantor (to Domestic Subsidiaries which are directly or indirectly wholly-owned by the Company, and if such Subsidiary is not a Wholly Owned Subsidiary of Foreign Subsidiaries may pay dividends directly or indirectly to Foreign Subsidiaries which are directly or indirectly wholly-owned by the Borrower, to its other holders of Capital Stock on a pro rata basis, provided that any such Restricted Payment to such other holders of Capital Stock be attributable only to cash flows of such Subsidiary)Company; (b) so long as no Default or Event of Default shall have occurred any Permitted Minority-Interest Subsidiary may declare and be continuing after giving effect pay dividends and make other Restricted Payments with respect to the payment of any such dividend or investment, the Borrower may pay dividends to Holdings or make investments in Holdings to permit Holdings to pay scheduled cash interest payments on the Holdings Discount Notes or any refinancing thereof permitted by Section 7.2(h)(ii)) or to permit Holdings to make any payments permitted by Section 7.8(a)(ii) in an amount not to exceed the amount of interest required to be paid in cash by the terms of the Holdings Discount Notes Indenture or any refinancing thereof permitted by Section 7.2(h)(ii) or the amount capital stock of such payment made pursuant to Section 7.8(a)(ii)Subsidiary now or hereafter outstanding; provided, as applicablein the case of a dividend, each stockholder of such Subsidiary receives its ratable share thereof; (c) the Borrower Company may pay dividends to Holdings or make investments the Special Distribution in Holdings to permit Holdings, and Holdings may pay dividends to SuperHoldings or make investments in SuperHoldings to permit SuperHoldings, to (i) pay corporate overhead expenses incurred in the ordinary course of business an aggregate amount not to exceed $250,000 in any fiscal year and (ii) pay any taxes which are due and payable by SuperHoldings280,000,000 plus, Holdings and if the Borrower as part of a consolidated groupCompany’s estimate changes, an additional amount reasonably satisfactory to the Administrative Agent; (d) so long as no Default or Event of Default shall have occurred and be continuingthen exists or would result therefrom, the Company may pay dividends and, to the extent permitted under the Tax Sharing Agreement, repurchase shares of any class of capital stock in an aggregate amount not to exceed the sum of (i) the Borrower may pay dividends Available Excess Cash Flow (to Holdings or make investments in Holdings (and, if applicable, Holdings may use such proceeds to pay dividends to SuperHoldings or make investments in SuperHoldingsthe extent not previously utilized under this subsection 13.9(d)) to permit Holdings to purchase Holdings’ common stock (or, if applicable, to permit SuperHoldings to purchase SuperHoldings’ common stock) or common stock options from present or former officers or employees, or the estate, heirs or legatees of such former officers or employees, of Holdings, the Borrower or any of their respective Subsidiaries upon the death, disability or termination of employment of such officer or employee, and plus (ii) SuperHoldings and Holdings may pay principal and interest on the Indebtedness permitted by Section 7.2(l), and the Borrower may pay dividends to Holdings or make investments in Holdings (and, if applicable, Holdings may use such proceeds to pay dividends to SuperHoldings or make investments in SuperHoldings) to permit Holdings to (or, if applicable, to permit SuperHoldings to) pay principal and interest on the Indebtedness permitted by Section 7.2(l), provided, that the aggregate amount of payments under this paragraph (d) net cash proceeds received by the Company or its Subsidiaries from the sale of common and preferred stock of the Company after the Closing Date (other than such proceeds applied to prepay the Term Loans or (to the extent there is an equivalent permanent reduction in the Revolving Credit Commitments) Revolving Credit Loans) to the extent not previously utilized under this subsection 13.9(d); provided that the foregoing limitation shall not exceed $1,000,000 per annum apply if the Consolidated Total Net Leverage Ratio as of the most recently completed period of four consecutive fiscal quarters ending prior to such Restricted Payment for which the financial statements and $2,000,000 certificates required by subsections 12.1 and 12.2 (including any certificate described in clause (ii) of the aggregatesecond sentence of subsection 12.1) have been delivered or for which comparable financial statements have been filed with the Securities and Exchange Commission, net determined after giving pro forma effect to such Restricted Payment and to any other event occurring after such period and within three (3) Business Days of any cash proceeds received by Holdings (orthe date of determination as to which pro forma calculation is appropriate as if such Restricted Payment had occurred as of the first day of such period, if applicable, SuperHoldings) and contributed is less than 6.0 to the Borrower in connection with resales of any common stock or common stock options so purchased1.0); (e) so long as no Default or Event of Default shall have occurred and be continuing after giving effect theretothen exists or would result therefrom, SuperHoldings or Holdings the Company may make any Restricted Payment permitted by Section 7.2(l) in an aggregate amount not from time to exceed $1,000,000; provided that Restricted Payments in an aggregate amount in excess of $1,000,000 may be made so long as both immediately before and immediately after giving pro forma effect to such Restricted Payment, (i) the Consolidated Fixed Charge Coverage Ratio for the Test Period in effect at the time such Restricted Payment is made is at least 1.20 to 1.00 (determined on a Pro Forma Basis in respect repurchase stock of the Test Period in effect at such time) and (ii) Availability shall not be less than 25% Company from current or former management employees of the Total Revolving Credit CommitmentsCompany or any of its Subsidiaries; and (f) so long as no Default or Event of Default shall have occurred the Company may make payments and/or net shares under employee benefit plans to settle option price payments owed by employees and be continuing after giving effect directors with respect thereto, SuperHoldings or any of its Subsidiaries may purchase Capital Stock of SuperHoldings pursuant to SuperHoldings’ restricted stock plan provided that the aggregate purchase price for such Capital Stock (inclusive of reimbursement amounts make payments in respect of Taxesor purchase restricted stock units and similar stock based awards thereunder and to settle employees’ and directors’ federal, state and income tax liabilities (if any) shall not exceed $5,000,000related thereto.

Limitation on Dividends. Declare or pay any dividend (other than dividends payable solely in common stock Capital Stock of the Person making such dividend) on, or make any payment on account of, or set apart assets for a sinking or other analogous fund for, the purchase, redemption, defeasance, retirement or other acquisition of, any shares of any class of Capital Stock of SuperHoldings, Holdings, the Parent Borrower or any of their respective Subsidiaries Subsidiary or any warrants or options to purchase any such Capital Stock, whether now or hereafter outstanding, or make any other distribution in respect thereof, either directly or indirectly, whether in cash or property or in obligations of Holdings, the Parent Borrower or any of their respective Subsidiaries Subsidiary (collectively, “Restricted Payments”), except thatexcept: (a) that (i) any Subsidiary of the Borrower that is not a Loan Party may make Restricted Payments to the Parent Borrower or any Wholly Wholly-Owned Subsidiary and (ii) any Subsidiary Guarantor (and if such Subsidiary is not a Wholly may make Restricted Payments to the Parent Borrower or any Wholly-Owned Subsidiary of the Borrower, to its other holders of Capital Stock on a pro rata basis, provided that any such Restricted Payment to such other holders of Capital Stock be attributable only to cash flows of such Subsidiary)Guarantor; (b) so long as no Default or Event (A) repurchases of Default shall have occurred and be continuing after giving effect Capital Stock made in order to fulfill the payment obligations of any such dividend or investment, the Parent Borrower may pay dividends to Holdings or make investments in Holdings to permit Holdings to pay scheduled cash interest payments on the Holdings Discount Notes or any refinancing thereof permitted by Section 7.2(h)(ii)Subsidiary under an employee or director stock purchase plan or similar plan covering employees of the Parent Borrower or any Subsidiary as from time to time in effect and (B) or to permit Holdings to make any cash payments permitted by Section 7.8(a)(ii) made in lieu of issuing fractional shares of Borrower’s Capital Stock, in an aggregate amount for purposes of clauses (A) and (B) not to exceed the amount of interest required to be paid in cash by the terms of the Holdings Discount Notes Indenture or any refinancing thereof permitted by Section 7.2(h)(ii) or the amount of such payment made pursuant to Section 7.8(a)(ii), as applicable$20,000,000 per year; (c) redemptions of Capital Stock in connection with a rights plan adopted by the Board of Directors of the Parent Borrower may pay dividends in an aggregate amount equal to Holdings or make investments in Holdings to permit Holdings, and Holdings may pay dividends to SuperHoldings or make investments in SuperHoldings to permit SuperHoldings, to (i) pay corporate overhead expenses incurred in $20,000,000 since the ordinary course of business not to exceed $250,000 in any fiscal year and (ii) pay any taxes which are due and payable by SuperHoldings, Holdings and the Borrower as part of a consolidated groupClosing Date; (d) so long as no Default or Event of Default shall have occurred and be continuing, (i) the Parent Borrower may pay dividends to Holdings or make investments Restricted Payments in Holdings (and, if applicable, Holdings may use such proceeds to pay dividends to SuperHoldings or make investments in SuperHoldings) to permit Holdings to purchase Holdings’ common stock (or, if applicable, to permit SuperHoldings to purchase SuperHoldings’ common stock) or common stock options from present or former officers or employees, or the estate, heirs or legatees of such former officers or employees, of Holdings, the Borrower or any of their respective Subsidiaries upon the death, disability or termination of employment of such officer or employee, and (ii) SuperHoldings and Holdings may pay principal and interest on the Indebtedness permitted by Section 7.2(l), and the Borrower may pay dividends to Holdings or make investments in Holdings (and, if applicable, Holdings may use such proceeds to pay dividends to SuperHoldings or make investments in SuperHoldings) to permit Holdings to (or, if applicable, to permit SuperHoldings to) pay principal and interest on the Indebtedness permitted by Section 7.2(l), provided, that the aggregate amount of payments under this paragraph (d) after the Closing Date shall not exceed $1,000,000 per annum and $2,000,000 in the aggregate, net of any cash proceeds received by Holdings (or, if applicable, SuperHoldings) and contributed to the Borrower in connection with resales of any common stock or common stock options so purchased; (e) so long as no Default or Event of Default shall have occurred and be continuing after giving effect thereto, SuperHoldings or Holdings may make any Restricted Payment permitted by Section 7.2(l) fiscal year in an aggregate amount not to exceed $1,000,00030,000,000; provided that Restricted Payments in an aggregate amount in excess of $1,000,000 may be made and (e) so long as both immediately before and immediately after giving pro forma effect to such Restricted Payment, (i) the Consolidated Fixed Charge Coverage Total Leverage Ratio for of the Test Period in Parent Borrower and its Subsidiaries is no greater than 3.25 to 1.00, computed on a pro forma basis (giving effect at the time to such Restricted Payment is made is and any Indebtedness incurred in connection therewith) as at least 1.20 to 1.00 (determined on a Pro Forma Basis in respect the last day of the Test Period in effect at such time) most recently ended fiscal quarter of the Parent Borrower and its Subsidiaries for which financial statements are available and (ii) Availability shall not be less than 25% of the Total Revolving Credit Commitments; and (f) so long as no Default or Event of Default shall have has occurred and be is continuing after giving effect theretoor would result therefrom, SuperHoldings or any of its Subsidiaries the Parent Borrower may purchase Capital Stock of SuperHoldings pursuant to SuperHoldings’ restricted stock plan provided that the aggregate purchase price for such Capital Stock (inclusive of reimbursement amounts make Restricted Payments in respect of Taxes) shall not exceed $5,000,000an unlimited amount.

Limitation on Dividends. Declare or pay any dividend (other than dividends payable solely in common stock of the Person making such dividend) on, or make any payment on account of, or set apart assets for a sinking or other analogous fund for, the purchase, redemption, defeasance, retirement or other acquisition of, any shares of any class of Capital Stock of SuperHoldings, Holdings, the Borrower Packard or any of their respective Subsidiaries Subsidiary or any warrants or options to purchase any such Capital Stock, whether now or hereafter outstanding, or make any other distribution in respect thereof, either directly or indirectly, whether in cash or property or in obligations of Holdings, the Borrower Packard or any of their respective Subsidiaries Subsidiary (collectively, “"Restricted Payments”"), except that: that (ai) any Subsidiary of the Borrower may make Restricted Payments to the Borrower Packard or any Wholly Owned Subsidiary Guarantor Guarantor; (ii) any Foreign Subsidiary may make Restricted Payments to any other Subsidiary; and if such Subsidiary is not a Wholly Owned Subsidiary of the Borrower, to its other holders of Capital Stock on a pro rata basis, provided that any such Restricted Payment to such other holders of Capital Stock be attributable only to cash flows of such Subsidiary); (biii) so long as no Default or Event of Default shall have has occurred and be continuing after giving effect to the payment is continuing, Packard and any of any such dividend its Subsidiaries may (A) repurchase shares of its Capital Stock from employees, former employees, directors or investment, the Borrower may pay dividends to Holdings or make investments in Holdings to permit Holdings to pay scheduled cash interest payments on the Holdings Discount Notes former directors of Packard or any refinancing thereof permitted by Section 7.2(h)(ii)) or of its Subsidiaries pursuant to permit Holdings to make any payments permitted by Section 7.8(a)(ii) in an amount not to exceed the amount of interest required to be paid in cash by the terms of the Holdings Discount Notes Indenture or any refinancing thereof permitted by Section 7.2(h)(iiagreements (including employment agreements) or plans (or amendments thereto) approved by the amount Board of Directors of Packard under which such individuals purchase or sell or are granted the option to purchase or sell, shares of such payment made pursuant to Section 7.8(a)(ii)Capital Stock, as applicable; (c) the Borrower may pay dividends to Holdings or make investments in Holdings to permit Holdings, and Holdings may pay dividends to SuperHoldings or make investments in SuperHoldings to permit SuperHoldings, to (i) pay corporate overhead expenses incurred in the ordinary course of business not to exceed $250,000 in any fiscal year and (ii) pay any taxes which are due and payable by SuperHoldings, Holdings and the Borrower as part of a consolidated group; (d) so long as no Default or Event of Default shall have occurred and be continuing, (i) the Borrower may pay dividends to Holdings or make investments in Holdings (and, if applicable, Holdings may use such proceeds to pay dividends to SuperHoldings or make investments in SuperHoldings) to permit Holdings to purchase Holdings’ common stock (or, if applicable, to permit SuperHoldings to purchase SuperHoldings’ common stock) or common stock options from present or former officers or employees, or the estate, heirs or legatees of such former officers or employees, of Holdings, the Borrower or any of their respective Subsidiaries upon the death, disability or termination of employment of such officer or employee, and (ii) SuperHoldings and Holdings may pay principal and interest on the Indebtedness permitted by Section 7.2(l), and the Borrower may pay dividends to Holdings or make investments in Holdings (and, if applicable, Holdings may use such proceeds to pay dividends to SuperHoldings or make investments in SuperHoldings) to permit Holdings to (or, if applicable, to permit SuperHoldings to) pay principal and interest on the Indebtedness permitted by Section 7.2(l), provided, provided that the aggregate amount of payments under this paragraph such repurchases in any calendar year (dexcluding any such repurchases made through the issuance of Management Notes) after (collectively, "Management Stock Payments"), when added to the Closing Date amount of any Management Note Payments made during such calendar year, shall not exceed $1,000,000 per annum and $2,000,000 in the aggregate, net of any cash proceeds received by Holdings (or, if applicable, SuperHoldings) and contributed to the Borrower in connection with resales of any common stock or common stock options so purchased; (e) so long as no Default or Event of Default shall have occurred and be continuing after giving effect thereto, SuperHoldings or Holdings may make any Restricted Payment permitted by Section 7.2(l) in an aggregate amount not to exceed $1,000,0002,000,000; provided that Restricted Payments in an aggregate amount in excess of $1,000,000 may be made so long as both immediately before and immediately after giving pro forma effect to such Restricted Payment, (i) the Consolidated Fixed Charge Coverage Ratio for the Test Period in effect at the time such Restricted Payment is made is at least 1.20 to 1.00 (determined on a Pro Forma Basis in respect of the Test Period in effect at such time) and (iiB) Availability shall not be less than 25% repurchase, redeem or acquire or retire for value any shares of the Total Revolving Credit Commitments; and (f) so long as no Default or Event of Default shall have occurred and be continuing after giving effect thereto, SuperHoldings or any of its Subsidiaries may purchase Capital Stock of SuperHoldings Packard which were owned immediately prior to the closing of the Recapitalization by Non-Management Stockholders (as defined in the Recapitalization Agreement) and which Packard made an offer to repurchase pursuant to SuperHoldings’ restricted stock plan Section 2.2 of the Recapitalization Agreement but which were not tendered to Packard, provided that the aggregate purchase price per share for such shares of Capital Stock (inclusive of reimbursement amounts in respect of Taxes) Packard shall not exceed $5,000,00022.25 per share and any such shares of Capital Stock are purchased within 90 days of the Closing Date.

Limitation on Dividends. (a) Declare or pay any dividend (other than dividends payable solely in common stock of the Person making such dividendBorrower) on, or make any payment on account of, or set apart assets for a sinking or other analogous fund for, the purchase, redemption, defeasance, retirement or other acquisition of, any shares of any class of Capital Stock of SuperHoldings, Holdings, the Borrower or any of their respective Subsidiaries or any warrants or options to purchase any such Capital Stock, whether now or hereafter outstanding, or make any other distribution in respect thereof, either directly or indirectly, whether in cash or property or in obligations of Holdings, the Borrower or any of their respective Subsidiaries Subsidiary (collectivelysuch declarations, “Restricted Payments”payments, setting apart, purchases, redemptions, defeasance, retirements, acquisitions and distributions being herein called "RESTRICTED PAYMENTS"), except that: (a) any Subsidiary of the Borrower may make Restricted Payments to the Borrower or any Wholly Owned Subsidiary Guarantor (and if such Subsidiary is not a Wholly Owned Subsidiary of the Borrower, to its other holders of Capital Stock on a pro rata basis, provided that any such Restricted Payment to such other holders of Capital Stock be attributable only to cash flows of such Subsidiary); (b) ; PROVIDED THAT so long as no Default or Event of Default shall have has occurred and be continuing after giving effect to the payment of any such dividend or investmentis continuing, the Borrower and its Subsidiaries may pay dividends to Holdings or (i) make investments Restricted Payments in Holdings to permit Holdings to pay scheduled cash interest payments on the Holdings Discount Notes or any refinancing thereof permitted by Section 7.2(h)(ii)) or to permit Holdings to make any payments permitted by Section 7.8(a)(ii) in an amount fiscal year not to exceed $1,000,000 in the amount aggregate, (ii) make Restricted Payments not to exceed $3,000,000 in the aggregate in any fiscal year or $6,000,000 in the aggregate on a cumulative basis after the Closing Date to permit the Borrower to repurchase shares of interest required to be paid its common stock or rights, options or units thereof in cash by respect of any management subscription or similar employment agreement and (iii) make Restricted Payments consisting of Specified Preferred Stock. (b) Permit the terms of any Contractual Obligation of any Subsidiary to prohibit or limit the Holdings Discount Notes Indenture ability of any Subsidiary to declare or pay any dividend or make any payment or other distribution, either directly or indirectly, to or for the account of the Borrower or any refinancing thereof permitted by Section 7.2(h)(ii) or the amount other wholly-owned Subsidiary of such payment made pursuant to Section 7.8(a)(ii), as applicable; (c) the Borrower may pay dividends to Holdings or make investments in Holdings to permit Holdings, and Holdings may pay dividends to SuperHoldings or make investments in SuperHoldings to permit SuperHoldings, provided that this subsection 8.8(b) shall not apply to (i) pay corporate overhead expenses incurred purchase money obligations or Financing Leases (or refinancings thereof that impose no more restrictive restrictions ) for property acquired in the ordinary course of business not to exceed $250,000 in any fiscal year and that impose restrictions solely on the property so acquired, (ii) pay any taxes restrictions with respect to a Subsidiary imposed pursuant to a binding agreement which are due and payable has been entered into for the sale or disposition (including by SuperHoldings, Holdings and merger or consolidation) of all or substantially all of the Borrower as part of a consolidated group; (d) so long as no Default Capital Stock or Event of Default shall have occurred and be continuing, (i) the Borrower may pay dividends to Holdings or make investments in Holdings (and, if applicable, Holdings may use such proceeds to pay dividends to SuperHoldings or make investments in SuperHoldings) to permit Holdings to purchase Holdings’ common stock (or, if applicable, to permit SuperHoldings to purchase SuperHoldings’ common stock) or common stock options from present or former officers or employees, or the estate, heirs or legatees assets of such former officers or employeesSubsidiary, of Holdings, the Borrower or any of their respective Subsidiaries upon the death, disability or termination of employment of such officer or employee, and (ii) SuperHoldings and Holdings may pay principal and interest on the Indebtedness permitted by Section 7.2(l), and the Borrower may pay dividends to Holdings or make investments in Holdings (and, if applicable, Holdings may use such proceeds to pay dividends to SuperHoldings or make investments in SuperHoldings) to permit Holdings to (or, if applicable, to permit SuperHoldings to) pay principal and interest on the Indebtedness permitted by Section 7.2(l), provided, that the aggregate amount of payments under this paragraph (d) after the Closing Date shall not exceed $1,000,000 per annum and $2,000,000 in the aggregate, net of any cash proceeds received by Holdings (or, if applicable, SuperHoldings) and contributed to the Borrower in connection with resales of any common stock or common stock options so purchased; (e) so long as no Default or Event of Default shall have occurred and be continuing after giving effect thereto, SuperHoldings or Holdings may make any Restricted Payment permitted by Section 7.2(l) in an aggregate amount not to exceed $1,000,000; provided that Restricted Payments in an aggregate amount in excess of $1,000,000 may be made so long as both immediately before and immediately after giving pro forma effect such restrictions apply solely to such Restricted Payment, (i) the Consolidated Fixed Charge Coverage Ratio for the Test Period in effect at the time such Restricted Payment is made is at least 1.20 to 1.00 (determined on a Pro Forma Basis in respect of the Test Period in effect at such time) and (ii) Availability shall not be less than 25% of the Total Revolving Credit Commitments; and (f) so long as no Default or Event of Default shall have occurred and be continuing after giving effect thereto, SuperHoldings or any of its Subsidiaries may purchase Capital Stock of SuperHoldings pursuant to SuperHoldings’ restricted stock plan provided that the aggregate purchase price for such Capital Stock or asset of such Subsidiary and such sale or disposition is otherwise permitted pursuant to this Agreement and (inclusive iii) restrictions arising by reason of reimbursement amounts customary non-assignment or no-subletting clauses in respect leases or other contracts entered into in the ordinary course of Taxes) shall not exceed $5,000,000business.

Limitation on Dividends. Declare or pay any dividend (other than dividends payable solely in common stock of the Person making such dividendBorrower or Holding or options, warrants or other rights to purchase common stock of the Borrower or Holding) on, or make any payment on account of, or set apart assets for a sinking or other analogous fund for, the purchase, redemption, defeasance, retirement or other acquisition of, any shares of any class of Capital Stock of SuperHoldings, Holdings, the Borrower or any of their respective Subsidiaries or any warrants or options to purchase any such Capital Stock, whether now or hereafter outstanding, or make any other distribution (other than distributions payable solely in common stock of the Borrower or Holding or options, warrants or other rights to purchase common stock of the Borrower or Holding) in respect thereof, either directly or indirectly, whether in cash or property or in obligations of Holdings, the Borrower or any of their respective Subsidiaries (collectively, “Restricted Payments”)Subsidiary, except that: (a) any Subsidiary of the Borrower may pay a dividend payment to Holding in order to allow Holding to make Restricted Payments to the Borrower or any Wholly Owned Subsidiary Guarantor (and if such Subsidiary is not a Wholly Owned Subsidiary of the Borrower, dividend payment to its other holders shareholders in an amount of Capital Stock up to $56,000,000, on a pro rata basisor prior to May 15, provided that any such Restricted Payment to such other holders of Capital Stock be attributable only to cash flows of such Subsidiary2000 (collectively the "Closing Dividend"); (b) so long as there is no Default or Event of Default shall have occurred and be continuing after giving effect to the payment of any such dividend or investmentin existence, the Borrower may pay dividends from time to Holdings or time make investments in Holdings a dividend payment of up to permit Holdings to pay scheduled cash interest payments on the Holdings Discount Notes or any refinancing thereof amount which would then be permitted by Section 7.2(h)(ii)) or 1009 of the Subordinated Note Indenture as it is in effect on the date hereof, if for purposes of such Section any Subordinated Note Repurchase made after the date hereof were deemed to permit Holdings be a dividend payment, in each case to allow Holding to make any payments permitted by an equivalent dividend payment to its shareholders; provided that, the Administrative Agent shall have received the certificates referred to in Section 7.8(a)(ii7.2(g) in an amount not to exceed the amount of interest required to be paid in cash by the terms of the Holdings Discount Notes Indenture or any refinancing thereof permitted by Section 7.2(h)(ii) or the amount of such payment made pursuant to Section 7.8(a)(ii), as applicableaccordance therewith; (c) the Borrower may pay cash dividends to Holdings or make investments Holding in Holdings an amount sufficient to permit Holdings, and Holdings may allow Holding to pay dividends to SuperHoldings or make investments in SuperHoldings to permit SuperHoldings, to (i) pay corporate overhead expenses incurred in the ordinary course of business not to exceed $250,000 in any fiscal year and (ii) pay any taxes which are due and payable by SuperHoldings, Holdings and the Borrower as part of a consolidated group; (d) so long as no Default or Event of Default shall have occurred and be continuing, (i) the Borrower may pay dividends to Holdings or make investments in Holdings (and, if applicable, Holdings may use such proceeds to pay dividends to SuperHoldings or make investments in SuperHoldings) to permit Holdings to purchase Holdings’ common stock (or, if applicable, to permit SuperHoldings to purchase SuperHoldings’ common stock) or common stock options from present or former officers or employees, or the estate, heirs or legatees of such former officers or employees, of Holdings, the Borrower or any of their respective Subsidiaries upon the death, disability or termination of employment of such officer or employee, and (ii) SuperHoldings and Holdings may pay principal and interest on the Indebtedness permitted by Section 7.2(l), and the Borrower may pay dividends to Holdings or make investments in Holdings (and, if applicable, Holdings may use such proceeds to pay dividends to SuperHoldings or make investments in SuperHoldings) to permit Holdings to (or, if applicable, to permit SuperHoldings to) pay principal and interest on the Indebtedness permitted by Section 7.2(l), provided, that the aggregate amount of payments under this paragraph (d) after the Closing Date shall not exceed $1,000,000 per annum and $2,000,000 in the aggregate, net of any cash proceeds received by Holdings (or, if applicable, SuperHoldings) and contributed to the Borrower in connection with resales of any common stock or common stock options so purchased; (e) so long as no Default or Event of Default shall have occurred and be continuing after giving effect thereto, SuperHoldings or Holdings may make any Restricted Payment permitted by Section 7.2(l) in an aggregate amount not to exceed $1,000,000; provided that Restricted Payments 1,000,000 in any fiscal year; (d) the Borrower may pay cash dividends to Holding in an aggregate amount sufficient to cover reasonable and necessary expenses (including professional fees and expenses) incurred by Holding in excess connection with (I) registration, public offerings and exchange listing of $1,000,000 may be made so long as both immediately before equity securities and immediately after giving pro forma effect to such Restricted Paymentmaintenance of the same, (iII) compliance with reporting obligations under federal or state laws or under this Agreement or any of the Consolidated Fixed Charge Coverage Ratio for other Loan Documents or under the Test Period in effect at the time such Restricted Payment is made is at least 1.20 to 1.00 Subordinated Note Indenture and (determined on a Pro Forma Basis III) indemnification and reimbursement of directors, officers and employees in respect of liabilities relating to their serving in any such capacity; (e) the Test Period Borrower may pay cash dividends to Holding in effect at amounts sufficient to pay tax liabilities of Holding which are paid in cash by Holding to any taxing authority; (f) the Borrower may pay cash dividends to Holding in an amount sufficient to allow Holding to repurchase shares of its common stock or options in respect thereof pursuant to and as contemplated by the Management Subscription Agreements which may be entered into between Holding and certain employees, officers, directors or managers of, or consultants to, Holding, the Borrower and their Subsidiaries (including, without limitation, repurchase of shares or options from trusts for the benefit of relatives of employees, directors or managers of, or consultants to, Holding, the Borrower or any of their Subsidiaries) for an aggregate purchase price (net of resales of such timeshares or options) and (ii) Availability shall not be less than 25% of to exceed $7,500,000 in the Total Revolving Credit Commitmentsaggregate in any fiscal year; and (fg) so long as no Default or Event of Default shall have occurred the Borrower may pay cash dividends to Holding in an amount sufficient to allow Holding to pay all fees and be continuing after giving effect thereto, SuperHoldings or any of its Subsidiaries may purchase Capital Stock of SuperHoldings pursuant to SuperHoldings’ restricted stock plan provided that expenses incurred by it in connection with the aggregate purchase price for such Capital Stock (inclusive of reimbursement amounts in respect of Taxes) shall not exceed $5,000,000Transaction.

Limitation on Dividends. Declare or pay any dividend (other than dividends payable solely in common stock of the Person making such dividendBorrower) on, or make any payment on account of, or set apart assets for a sinking or other analogous fund for, the purchase, redemption, defeasance, retirement or other acquisition of, any shares of any class of Capital Stock of SuperHoldings, Holdings, the Borrower or any of their respective Subsidiaries or any warrants or options to purchase any such Capital StockStock or make any prepayment, repurchase, redemption or defeasance in respect of the Three Cities Subordinated Debt or any Special Subordinated Debt (other than with the proceeds of Replacement Subordinated Debt and regularly scheduled payments in accordance with the terms thereof), whether now or hereafter outstanding, or make any other distribution in respect thereof, either directly or indirectly, whether in cash or property or in obligations of Holdings, the Borrower or any of their respective Subsidiaries Subsidiary (collectivelysuch declarations, “Restricted Payments”payments, setting apart, purchases, redemptions, defeasances, retirements, acquisitions and distributions being herein called "RESTRICTED PAYMENTS"), except that: (a) any Subsidiary of that the Borrower may make Restricted Payments to as follows: (a) dividends in respect of preferred stock of the Borrower or in an amount not to exceed $30,000 during any Wholly Owned Subsidiary Guarantor (and if such Subsidiary is not a Wholly Owned Subsidiary period of the Borrower, to its other holders of Capital Stock on a pro rata basis, provided that any such Restricted Payment to such other holders of Capital Stock be attributable only to cash flows of such Subsidiary)four consecutive fiscal quarters; (b) so long as no Default dividends in respect of common stock of the Borrower in an amount not to exceed, during any period of four consecutive fiscal quarters, when combined with the amount of Restricted Payments made during such period pursuant to Section 9.7(a), the lesser of (i) $1,000,000 and (ii) 25% of Consolidated Net Income during such period; (c) prepayments, repurchases, redemptions or Event of Default shall have occurred and be continuing after giving effect to the payment defeasances of any such dividend Subordinated Debt made with the proceeds of Replacement Subordinated Debt; (d) prepayments, repurchases, redemptions or investmentdefeasances of any Special Subordinated Debt made no earlier than June 30, 2002 (unless paid from proceeds described in Exhibit 1.2-B(1) of the Borrower may pay dividends to Holdings or make investments in Holdings to permit Holdings to pay scheduled cash interest payments on the Holdings Discount Notes or any refinancing thereof permitted by Section 7.2(h)(ii)) or to permit Holdings to make any payments permitted by Section 7.8(a)(iiPrecision Acquisition Agreement) in an amount not to exceed the amount of interest required to be paid in cash by the terms of the Holdings Discount Notes Indenture or any refinancing thereof permitted by Section 7.2(h)(ii) or the amount of such payment made pursuant to Section 7.8(a)(ii), as applicable$3,000,000; (ce) purchases of the Capital Stock of the Borrower may pay dividends to Holdings in connection with the payment of the option price or make investments taxes in Holdings to permit Holdings, and Holdings may pay dividends to SuperHoldings connection with the exercising of options or make investments in SuperHoldings to permit SuperHoldings, to (i) pay corporate overhead expenses incurred the grant of restricted shares under compensation plans of the Borrower done in the ordinary course of the Borrower's business not to exceed $250,000 in any fiscal year and (ii) pay any taxes which are due and payable by SuperHoldings, Holdings and consistent with past practices of the Borrower as part of a consolidated groupBorrower; (df) so long as no Default or Event purchases of Default shall have occurred and be continuing, (i) the Borrower may pay dividends to Holdings or make investments in Holdings (and, if applicable, Holdings may use such proceeds to pay dividends to SuperHoldings or make investments in SuperHoldings) to permit Holdings to purchase Holdings’ common stock (or, if applicable, to permit SuperHoldings to purchase SuperHoldings’ common stock) or common stock options from present or former officers or employees, or the estate, heirs or legatees Capital Stock of such former officers or employees, of Holdings, the Borrower or any of their respective Subsidiaries upon the death, disability or termination of employment of such officer or employee, and (ii) SuperHoldings and Holdings may pay principal and interest on the Indebtedness permitted by Section 7.2(l), and the Borrower may pay dividends to Holdings or make investments in Holdings (and, if applicable, Holdings may use such proceeds to pay dividends to SuperHoldings or make investments in SuperHoldings) to permit Holdings to (or, if applicable, to permit SuperHoldings to) pay principal and interest on the Indebtedness permitted by Section 7.2(l), provided, that the aggregate amount of payments under this paragraph (d) after the Closing Date shall not exceed $1,000,000 per annum and $2,000,000 in the aggregate, net of any cash proceeds received by Holdings (or, if applicable, SuperHoldings) and contributed to the Borrower in connection with resales the termination of any common stock or common stock options so purchased; (e) so long as no Default or Event of Default shall have occurred and be continuing after giving effect thereto, SuperHoldings or Holdings may make any Restricted Payment pension plans to the extent permitted by Section 7.2(l) in an aggregate amount not to exceed $1,000,000; provided that Restricted Payments in an aggregate amount in excess of $1,000,000 may be made so long as both immediately before and immediately after giving pro forma effect to such Restricted Payment, (i) the Consolidated Fixed Charge Coverage Ratio for the Test Period in effect at the time such Restricted Payment is made is at least 1.20 to 1.00 (determined on a Pro Forma Basis in respect of the Test Period in effect at such time) and (ii) Availability shall not be less than 25% of the Total Revolving Credit Commitments; and (f) so long as no Default or Event of Default shall have occurred and be continuing after giving effect thereto, SuperHoldings or any of its Subsidiaries may purchase Capital Stock of SuperHoldings pursuant to SuperHoldings’ restricted stock plan provided that the aggregate purchase price for such Capital Stock (inclusive of reimbursement amounts in respect of Taxes) shall not exceed $5,000,0005.5(b).

Limitation on Dividends. Declare or pay any dividend (other than dividends payable solely in common stock of the Person making such dividendBorrower or options, warrants or other rights to purchase common stock of the Borrower) on, or make any payment on account of, or set apart assets for a sinking or other analogous fund for, the purchase, redemption, defeasance, retirement or other acquisition of, any shares of any class of Capital Stock of SuperHoldings, Holdings, the Borrower or any of their respective Subsidiaries or any warrants or options to purchase any such Capital Stock, whether now or hereafter outstanding, or make any other distribution (other than distributions payable solely in common stock of the Borrower or options, warrants or other rights to purchase common stock of the Borrower) in respect thereof, (any such dividend, payment, set apart, purchase, redemption, defeasance, retirement, acquisition or distribution, a “Restricted Payment”) either directly or indirectly, whether in cash or property or in obligations of Holdings, the Borrower or any of their respective Subsidiaries (collectively, “Restricted Payments”)Borrower, except that: (a) any Subsidiary of the Borrower may make Restricted Payments pay cash dividends in an amount sufficient to allow Holding to pay expenses incurred in the Borrower or any Wholly Owned Subsidiary Guarantor (and if such Subsidiary is not a Wholly Owned Subsidiary ordinary course of the Borrower, to its other holders of Capital Stock on a pro rata basis, provided that any such Restricted Payment to such other holders of Capital Stock be attributable only to cash flows of such Subsidiary)business; (b) so long as no Default or Event of Default shall have occurred and be continuing after giving effect to the payment of any such dividend or investment, the Borrower may pay cash dividends to Holdings or make investments in Holdings to permit Holdings to pay scheduled cash interest payments on the Holdings Discount Notes or any refinancing thereof permitted by Section 7.2(h)(ii)) or to permit Holdings to make any payments permitted by Section 7.8(a)(ii) in an amount not sufficient to exceed the amount cover reasonable and necessary expenses (including professional fees and expenses) incurred by Holding in connection with (a) registration, public offerings and exchange listing of interest required to be paid in cash by the terms equity or debt securities and maintenance of the Holdings Discount Notes Indenture same, (b) compliance with reporting obligations under, or in connection with compliance with, federal or state laws or under this Agreement or any refinancing thereof permitted by Section 7.2(h)(iiof the other Loan Documents and (c) indemnification and reimbursement of directors, officers and employees in respect of liabilities relating to their serving in any such capacity, or the amount obligations in respect of such payment made pursuant to Section 7.8(a)(iidirector and officer insurance (including premiums therefor), as applicable; (c) the Borrower may pay dividends to Holdings or make investments in Holdings to permit Holdings, and Holdings may pay dividends to SuperHoldings or make investments in SuperHoldings to permit SuperHoldings, to (i) cash dividends in amounts sufficient to pay corporate overhead expenses incurred in the ordinary course of business not Taxes to exceed $250,000 in be paid by Holding to any fiscal year taxing authority and (ii) pay any taxes which are other amounts due and payable by SuperHoldings, Holdings and in accordance with the Borrower as part terms of a consolidated groupthe Tax Sharing Agreement; (d) so long the Borrower may pay cash dividends in an amount sufficient to allow Holding to repurchase shares of its Capital Stock or rights, options or units in respect thereof from any Management Investors or former Management Investors (or any of their respective heirs, successors, assigns, legal representatives or estates), or as no Default or Event of Default otherwise contemplated by any Management Subscription Agreements, for an aggregate purchase price not to exceed $30,000,000 from and after the Closing Date; provided that such amount shall have occurred and be continuing, increased by (i) an amount equal to $5,000,000 on each anniversary of the Closing Date, commencing on the first anniversary of the Closing Date, and (ii) an amount equal to the proceeds of any resales or new issuances of shares and options to any Management Investors, at any time after the initial issuances to any Management Investors, together with the aggregate amount of deferred compensation owed by Holding or any of its Subsidiaries to any Management Investor that shall thereafter have been cancelled, waived or exchanged at any time after the initial issuances to any thereof in connection with the grant to such Management Investor of the right to receive or acquire shares of Holding Capital Stock; provided, further, that such amount shall not be reduced by the amount of any cash dividends paid by the Borrower to Holding to repurchase shares of its Capital Stock or rights, options or units in respect thereto in compensation for any taxes due or payable by the holder thereof in connection with such repurchases described above in this subsection (d); provided, further, that the cash dividends paid in respect of repurchases from Management Investors shall not exceed in the aggregate during each fiscal year of Holding an amount equal to $6,000,000; (e) the Borrower may pay cash dividends in an amount sufficient to Holdings or make investments in Holdings (and, if applicable, Holdings may use such proceeds allow Holding to pay dividends to SuperHoldings or make investments all fees and expenses incurred in SuperHoldings) to permit Holdings to purchase Holdings’ common stock (or, if applicable, to permit SuperHoldings to purchase SuperHoldings’ common stock) or common stock options from present or former officers or employees, or connection with the estate, heirs or legatees of such former officers or employees, of Holdings, transactions expressly contemplated by this Agreement and the Borrower or any of their respective Subsidiaries upon the death, disability or termination of employment of such officer or employeeother Loan Documents, and to allow Holding to perform its obligations under or in connection with the Loan Documents to which it is a party; and (iif) SuperHoldings and Holdings may pay principal and interest on the Indebtedness permitted by Section 7.2(l), and the Borrower may pay dividends to Holdings or make investments in Holdings (and, if applicable, Holdings may use such proceeds to pay dividends to SuperHoldings or make investments in SuperHoldings) to permit Holdings to (or, if applicable, to permit SuperHoldings to) pay principal and interest on the Indebtedness permitted by Section 7.2(l), provided, that the aggregate amount of payments under this paragraph (d) after the Closing Date shall not exceed $1,000,000 per annum and $2,000,000 in the aggregate, net of any cash proceeds received by Holdings (or, if applicable, SuperHoldings) and contributed to the Borrower in connection with resales of any common stock or common stock options so purchased; (e) so long as no Default or Event of Default shall have occurred and be continuing after giving effect thereto, SuperHoldings or Holdings may make any Restricted Payment permitted by Section 7.2(l) in an aggregate amount not to exceed $1,000,000; provided that Restricted Payments in an aggregate amount in excess on and after the Closing Date, determined at the time of $1,000,000 may be made so long as both immediately before and immediately after giving pro forma effect to each such Restricted Payment, together with any Bond Prepayment pursuant to the second proviso to Section 8.13(a), not to exceed the sum of (i) the Consolidated Fixed Charge Coverage Ratio for the Test Period in effect at the time such Restricted Payment is made is at least 1.20 to 1.00 (determined on a Pro Forma Basis in respect of the Test Period in effect at such time) $20,000,000 and (ii) Availability shall not be less than 2510.0% of Consolidated Net Income for the Total Revolving Credit Commitmentsperiod commencing March 31, 2007 through and including the Adjustment Date ending immediately prior to the date of declaration of such Restricted Payment; and (f) so long as no Default or Event provided that, on the date of Default shall have occurred and be continuing after giving effect theretosuch Restricted Payment, SuperHoldings or any of its Subsidiaries may purchase Capital Stock of SuperHoldings pursuant to SuperHoldings’ restricted stock plan provided that the aggregate purchase price for such Capital Stock (inclusive of reimbursement amounts Holding is in respect of Taxes) shall not exceed $5,000,000Pro Forma Compliance.

Limitation on Dividends. Declare or pay any dividend (other than dividends payable solely in common stock of the Person making such dividendPerson) on, or make any payment on account of, or set apart assets for a sinking or other analogous fund for, the purchase, redemption, defeasance, retirement or other acquisition of, any shares of any class of Capital Stock of SuperHoldings, Holdings, the Borrower or any of their respective Subsidiaries such Person or any warrants or options to purchase any such Capital Stock, whether now or hereafter outstanding, or make any other distribution in respect thereof, either directly or indirectly, whether in cash or property or in obligations of Holdings, the Borrower Holdings or any Subsidiary of their respective Subsidiaries Holdings (collectively, “"Restricted Payments”"), except that: (a) any Subsidiary of the Borrower may make Restricted Payments to the Borrower or any Wholly Owned Subsidiary Guarantor (and that if such Subsidiary is not a Wholly Owned Subsidiary of the Borrower, to its other holders of Capital Stock on a pro rata basis, provided that any such Restricted Payment to such other holders of Capital Stock be attributable only to cash flows of such Subsidiary); (b) so long as no Default or Event of Default shall have occurred exists or would reasonably be expected to be caused thereby (i) Subsidiaries of Holdings may declare and be continuing after giving effect to the payment of any such dividend or investment, the Borrower may pay dividends to Holdings or make investments in Holdings (to permit Holdings the extent necessary to pay scheduled cash interest payments on on, or redeem, the Holdings Discount Notes or any refinancing thereof permitted by Section 7.2(h)(ii)) TIDES Debentures or to permit cover operating expenses of Holdings) and other shareholders of such Subsidiaries and the TIDES Trust may redeem the TIDES as contemplated by the TIDES Declaration of Trust, (ii) Holdings to make any payments permitted by Section 7.8(a)(ii) in an amount not to exceed may repurchase or redeem shares of Holdings common stock from its employees and former employees so long as the aggregate amount of interest required all such repurchases since the Closing Date does not exceed $7,500,000, (iii) Holdings may make open market repurchases of shares of Holdings common stock so long as the aggregate amount of all such repurchases since the Closing Date does not exceed $75,000,000, (iv) Holdings may declare or pay dividends on and make mandatory stock repurchases (pursuant to be paid in cash by the terms of the applicable certificate of designation) of its preferred stock, if any, (v) Holdings Discount Notes Indenture may declare or any refinancing thereof permitted by Section 7.2(h)(ii) or the amount of such payment made pursuant to Section 7.8(a)(ii), as applicable; (c) the Borrower may pay dividends to on shares of Holdings or make investments in Holdings to permit Holdings, and Holdings may pay dividends to SuperHoldings or make investments in SuperHoldings to permit SuperHoldings, to (i) pay corporate overhead expenses incurred in the ordinary course of business not to exceed $250,000 in any fiscal year and (ii) pay any taxes which are due and payable by SuperHoldings, Holdings and the Borrower as part of a consolidated group; (d) so long as no Default or Event of Default shall have occurred and be continuing, (i) the Borrower may pay dividends to Holdings or make investments in Holdings (and, if applicable, Holdings may use such proceeds to pay dividends to SuperHoldings or make investments in SuperHoldings) to permit Holdings to purchase Holdings’ common stock (or, if applicable, to permit SuperHoldings to purchase SuperHoldings’ common stock) or common stock options from present or former officers or employees, or the estate, heirs or legatees of such former officers or employees, of Holdings, the Borrower or any of their respective Subsidiaries upon the death, disability or termination of employment of such officer or employee, and (ii) SuperHoldings and Holdings may pay principal and interest on the Indebtedness permitted by Section 7.2(l), and the Borrower may pay dividends to Holdings or make investments in Holdings (and, if applicable, Holdings may use such proceeds to pay dividends to SuperHoldings or make investments in SuperHoldings) to permit Holdings to (or, if applicable, to permit SuperHoldings to) pay principal and interest on the Indebtedness permitted by Section 7.2(l), provided, provided that the aggregate amount of such purchases, declarations or payments under pursuant to this paragraph clause (dv) after the Closing Date shall does not exceed $1,000,000 per annum and $2,000,000 in the aggregate, net of any cash proceeds received by Holdings (or, if applicable, SuperHoldings) and contributed to the Borrower in connection with resales of any common stock or common stock options so purchased; (e) so long as no Default or Event of Default shall have occurred and be continuing after giving effect thereto, SuperHoldings or Holdings may make any Restricted Payment permitted by Section 7.2(l) in an aggregate amount not to exceed $1,000,000; provided that Restricted Payments in an aggregate amount in excess of $1,000,000 may be made so long as both immediately before and immediately after giving pro forma effect to such Restricted Payment, (i) the Consolidated Fixed Charge Coverage Ratio for the Test Period in effect at the time such Restricted Payment is made is at least 1.20 to 1.00 (determined on a Pro Forma Basis in respect of the Test Period in effect at such time) and (ii) Availability shall not be less than 25% of the Total Revolving Credit Commitments; and Consolidated Net Income of Holdings for the period (ftaken as one accounting period) from the beginning of the first fiscal quarter commencing after the Amended and Restated Effective Date to the end of Holdings' most recently ended fiscal quarter for which financial statements have been delivered to the Administrative Agent and the Lenders pursuant to subsection 7.1 at or prior to the time of such declaration or payment, (vi) HCC may declare and pay dividends or make distributions to Holdings to the extent necessary to allow Holdings to make payments on its promissory notes to be issued in favor of the sellers of the KCC Group Limited so long as (A) the aggregate amount of such declarations, payments or distributions pursuant to this clause (vi) does not exceed (pound)6,000,000 (UK) plus accrued interest thereon and (B) no Default such dividend may be paid more than three Business Days prior to the date the equivalent payment is made on such notes, (vii) Subsidiaries of Holdings may declare and pay dividends, or Event make distributions, to Holdings to the extent necessary to allow Holdings to pay interest on, or redeem, the 2008 Notes, (viii) Subsidiaries of Default shall have occurred Holdings may declare and be continuing after giving effect theretopay dividends, SuperHoldings or make distributions, to Holdings to the extent necessary to allow Holdings to pay interest when due on the New Convertible Notes (in each case subject to any applicable subordination provisions) and (ix) any Subsidiary may make Restricted Payments to Holdings or any of its Subsidiaries may purchase Capital Stock of SuperHoldings pursuant to SuperHoldings’ restricted stock plan provided that the aggregate purchase price for such Capital Stock (inclusive of reimbursement amounts in respect of Taxes) shall not exceed $5,000,000Subsidiary.

Limitation on Dividends. Declare or pay any dividend (other than dividends payable solely in common stock of the Person making such dividendParent Borrower or options, warrants or other rights to purchase common stock of the Parent Borrower) on, or make any payment on account of, or set apart assets for a sinking or other analogous fund for, the purchase, redemption, defeasance, retirement or other acquisition of, any shares of any class of Capital Stock of SuperHoldings, Holdings, the Parent Borrower or any of their respective its Subsidiaries or any warrants or options to purchase any such Capital Stock, whether now or hereafter outstanding, or make any other distribution (other than distributions payable solely in common stock of the Parent Borrower or options, warrants or other rights to purchase common stock of the Parent Borrower) in respect thereof, either directly or indirectly, whether in cash or property or in obligations of Holdings, the Parent Borrower or any of their respective Subsidiaries (collectively, “Restricted Payments”)its Subsidiaries, except that: (a) any Subsidiary of the Parent Borrower may pay dividends or return capital or make Restricted Payments distributions and other similar payments with regard to its Capital Stock to the Parent Borrower or any Wholly Owned Subsidiary Guarantor (and if such Subsidiary is not to a Wholly Wholly-Owned Subsidiary of the Borrower, Parent Borrower which owns equity therein; (b) any non-Wholly-Owned Subsidiary of the Parent Borrower may pay dividends or return capital or make distributions and other similar payments to its shareholders generally so long as the Parent Borrower or its respective Subsidiary which owns the Capital Stock in the Subsidiary paying such dividends or returning such capital or making such distributions and other holders similar payments receives at least its proportionate share thereof (based upon its relative holding of the Capital Stock in the Subsidiary paying such dividends or returning such capital or making such distributions and other similar payments and taking into account the relative preferences, if any, of the various classes of Capital Stock on a pro rata basis, provided that any such Restricted Payment to such other holders of Capital Stock be attributable only to cash flows of such Subsidiary); (bc) the Parent Borrower and any of its Subsidiaries may pay cash dividends in an amount sufficient to allow any Parent Entity to pay expenses (other than taxes) incurred in the ordinary course of business, provided that, if any Parent Entity shall own any material assets other than the Capital Stock of Holdings or another Parent Entity or other assets relating to the ownership interest of such Parent Entity in another Parent Entity, the Parent Borrower or Subsidiaries of the Parent Borrower, such cash dividends with respect to such Parent Entity shall be limited to the reasonable and proportional share, as determined by the Parent Borrower in its reasonable discretion, of such expenses incurred by such Parent Entity relating or allocable to its ownership interest in the Parent Borrower or another Parent Entity and such other related assets; (d) the Parent Borrower and any of its Subsidiaries may pay cash dividends in an amount sufficient to cover reasonable and necessary expenses (including professional fees and expenses) (other than taxes) incurred by any Parent Entity in connection with (i) registration, public offerings and exchange listing of equity or debt securities and maintenance of the same, (ii) compliance with reporting obligations under, or in connection with compliance with, federal or state laws or under this Agreement or any of the other Loan Documents and (iii) indemnification and reimbursement of directors, officers and employees in respect of liabilities relating to their serving in any such capacity, or obligations in respect of director and officer insurance (including premiums therefor), provided that, in the case of sub-clause (i) above, if any Parent Entity shall own any material assets other than the Capital Stock of Holdings or another Parent Entity or other assets relating to the ownership interest of such Parent Entity in another Parent Entity, Holdings or its Subsidiaries, with respect to such Parent Entity such cash dividends shall be limited to the reasonable and proportional share, as determined by the Parent Borrower in its reasonable discretion, of such expenses incurred by such Parent Entity relating or allocable to its ownership interest in another Parent Entity, Holdings and such other assets; (e) the Parent Borrower and any of its Subsidiaries may pay, without duplication, cash dividends (i) pursuant to the Tax Sharing Agreement, and (ii) to pay or permit any Parent Entity to pay any Related Taxes; 146 (f) the Parent Borrower and any of its Subsidiaries may pay cash dividends in an amount sufficient to allow any Parent Entity to repurchase shares of its Capital Stock or rights, options or units in respect thereof from any Management Investors or former Management Investors (or any of their respective heirs, successors, assigns, legal representatives or estates), or as otherwise contemplated by any Management Subscription Agreements, for an aggregate purchase price not to exceed $10,000,000; provided that such amount shall be increased by (i) an amount equal to $2,500,000 on each anniversary of the Closing Date, commencing on the first anniversary of the Closing Date, and (ii) an amount equal to the proceeds to the Parent Borrower (whether received by it directly or from a Parent Entity or applied to pay Parent Entity Expenses) of any resales or new issuances of shares and options to any Management Investors, at any time after the initial issuances to any Management Investors, together with the aggregate amount of deferred compensation owed by the Parent Borrower or any of its Subsidiaries to any Management Investor that shall thereafter have been cancelled, waived or exchanged at any time after the initial issuances to any thereof in connection with the grant to such Management Investor of the right to receive or acquire shares of Holdings' or any Parent Entity's Capital Stock; (g) the Parent Borrower and any of its Subsidiaries may pay cash dividends in an amount sufficient to allow any Parent Entity to pay all fees and expenses incurred in connection with the Transaction and the other transactions expressly contemplated by this Agreement and the other Loan Documents, and to allow Holdings to perform its obligations under or in connection with the Loan Documents to which it is a party; (h) the Parent Borrower and any of its Subsidiaries may pay a cash dividend to Holdings (and Holdings may use the cash proceeds thereof to pay a cash dividend directly or indirectly to any Parent Entity), in each case on the Closing Date to give effect to the Recapitalization; (i) in addition to the foregoing dividends, the Parent Borrower and any of its Subsidiaries may pay additional dividends, payments and distributions not otherwise permitted pursuant to this subsection 8.7; provided that, at the time such dividend, payment or distribution is made the Payment Conditions are satisfied; (j) the Parent Borrower and any of its Subsidiaries may pay dividends in an amount sufficient to allow any Parent Entity to pay all fees, expenses, purchase price adjustments and other obligations (other than any obligation (other than Related Taxes) related to the Seller Notes) incurred pursuant to the Recapitalization Agreement as in effect on the date hereof or the Indemnification Agreement (as defined in the Recapitalization Agreement) as in effect on the date hereof; and (k) so long as no Default or Event of Default shall have has occurred and be is continuing after giving effect to the payment of any such dividend or investmentwould result therefrom, the Parent Borrower and any of its Subsidiaries may pay dividends to Holdings or make investments in Holdings to permit Holdings to pay scheduled cash interest payments on the Holdings Discount Notes or any refinancing thereof permitted by Section 7.2(h)(ii)) or to permit Holdings to make any payments permitted by Section 7.8(a)(ii) in an amount not to exceed the amount of interest required to be paid in cash by the terms of the Holdings Discount Notes Indenture or any refinancing thereof permitted by Section 7.2(h)(ii) or the amount of such payment made pursuant to Section 7.8(a)(ii), as applicable; (c) the Borrower may pay dividends to Holdings or make investments in Holdings to permit Holdings, and Holdings may pay dividends to SuperHoldings or make investments in SuperHoldings to permit SuperHoldings, to (i) pay corporate overhead expenses incurred in the ordinary course of business not to exceed $250,000 in any fiscal year and (ii) pay any taxes which are due and payable by SuperHoldings, Holdings and the Borrower as part of a consolidated group; (d) so long as no Default or Event of Default shall have occurred and be continuing, (i) the Borrower may pay dividends to Holdings or make investments in Holdings (and, if applicable, Holdings may use such proceeds to pay dividends to SuperHoldings or make investments in SuperHoldings) to permit Holdings to purchase Holdings’ common stock (or, if applicable, to permit SuperHoldings to purchase SuperHoldings’ common stock) or common stock options from present or former officers or employees, or the estate, heirs or legatees of such former officers or employees, of Holdings, the Borrower or any of their respective Subsidiaries upon the death, disability or termination of employment of such officer or employee, and (ii) SuperHoldings and Holdings may pay principal and interest on the Indebtedness permitted by Section 7.2(l), and the Borrower may pay dividends to Holdings or make investments in Holdings (and, if applicable, Holdings may use such proceeds to pay dividends to SuperHoldings or make investments in SuperHoldings) to permit Holdings to (or, if applicable, to permit SuperHoldings to) pay principal and interest on the Indebtedness permitted by Section 7.2(l), provided, dividends; provided that the aggregate amount of payments under such dividends pursuant to this paragraph clause (dk), when aggregated with (i) after all Guarantee Obligations outstanding pursuant to subsection 8.4(o), (ii) all Investments (determined as the Closing Date shall not exceed $1,000,000 per annum and $2,000,000 in amount originally advanced, loaned or otherwise invested, less any returns on the aggregate, net of any cash proceeds received by Holdings (or, if applicable, SuperHoldings) and contributed to the Borrower in connection with resales of any common stock or common stock options so purchased; (e) so long as no Default or Event of Default shall have occurred and be continuing after giving effect thereto, SuperHoldings or Holdings may make any Restricted Payment permitted by Section 7.2(l) in an aggregate amount respective Investment not to exceed $1,000,000; provided that Restricted Payments in an aggregate 147 the original amount in excess of $1,000,000 may be made so long as both immediately before invested) outstanding pursuant to paragraphs 8.8(k) and immediately after giving pro forma effect to such Restricted Payment(o), (iiii) the Consolidated Fixed Charge Coverage Ratio for the Test Period in effect at the time such Restricted Payment is made is at least 1.20 to 1.00 (determined on a Pro Forma Basis all cash consideration paid in respect of the Test Period in effect at such timeacquisitions pursuant to paragraph 8.9(b)(iii) and (iiiv) Availability shall not be less than 25% of the Total Revolving Credit Commitments; and (f) so long as no Default or Event of Default shall have occurred and be continuing after giving effect thereto, SuperHoldings or any of its Subsidiaries may purchase Capital Stock of SuperHoldings all optional prepayments made pursuant to SuperHoldings’ restricted stock plan provided that the aggregate purchase price for such Capital Stock (inclusive of reimbursement amounts in respect of Taxes) shall subsection 8.13(f), do not at any time exceed $5,000,000100,000,000.

Limitation on Dividends. Declare or pay any dividend (other than ----------------------- dividends payable solely in common stock of the Person making such dividendBorrower or any of its Subsidiaries or options, warrants or other rights to purchase common stock of the Borrower or any of its Subsidiaries) on, or make any payment on account of, or set apart assets for a sinking or other analogous fund for, the purchase, redemption, defeasance, retirement or other acquisition of, any shares of any class of Capital Stock of SuperHoldings, Holdings, the Borrower or any of their respective its Subsidiaries or any warrants or options to purchase any such Capital Stock, whether now or hereafter outstanding, or make any other distribution (other than distributions payable solely in common stock of the Borrower or any of its Subsidiaries or options, warrants or other rights to purchase common stock of the Borrower or any of its Subsidiaries) in respect thereof, either directly or indirectly, whether in cash or property or in obligations of Holdings, the Borrower or any of their respective Subsidiaries (collectively, “Restricted Payments”)its Subsidiaries, except that: (a) any Subsidiary of the Borrower may make Restricted Payments pay cash dividends to Holdings in an amount sufficient to allow Holdings to pay expenses incurred in the Borrower or any Wholly Owned Subsidiary Guarantor (and if such Subsidiary is not a Wholly Owned Subsidiary ordinary course of the Borrower, to its other holders of Capital Stock on a pro rata basis, provided that any such Restricted Payment to such other holders of Capital Stock be attributable only to cash flows of such Subsidiary)business; (b) so long as no Default or Event of Default shall have occurred and be continuing after giving effect to the payment of any such dividend or investment, the Borrower may pay cash dividends to Holdings or make investments in Holdings to permit Holdings to pay scheduled cash interest payments on the Holdings Discount Notes or any refinancing thereof permitted by Section 7.2(h)(ii)) or to permit Holdings to make any payments permitted by Section 7.8(a)(ii) in an amount not sufficient to exceed the amount cover reasonable and necessary expenses (including professional fees and expenses) incurred by Holdings in connection with (i) registration, public offerings and exchange listing of interest required to be paid in cash by the terms equity or debt securities of Holdings and maintenance of the Holdings Discount Notes Indenture same, (ii) compliance with reporting obligations under federal or state laws or under this Agreement or any refinancing thereof permitted by Section 7.2(h)(iiof the other Credit Documents and (iii) or the amount 156 indemnification and reimbursement of directors, officers and employees of Holdings in respect of liabilities relating to their serving in any such payment made pursuant to Section 7.8(a)(ii), as applicablecapacity; (c) the Borrower may pay cash dividends to Holdings or make investments in amounts sufficient to pay tax liabilities of Holdings which are paid in cash by Holdings to permit Holdings, and Holdings may pay dividends to SuperHoldings or make investments in SuperHoldings to permit SuperHoldings, to (i) pay corporate overhead expenses incurred in the ordinary course of business not to exceed $250,000 in any fiscal year and (ii) pay any taxes which are due and payable by SuperHoldings, Holdings and the Borrower as part of a consolidated grouptaxing authority; (d) so long as no Default the Borrower may pay cash dividends to Holdings in an amount sufficient to allow Holdings to repurchase, and any Additional Subsidiary may repurchase, shares of its common stock or Event options in respect thereof transferred pursuant to the Management Subscription Agreements which may be entered into between Holdings, the Borrower or such Additional Subsidiary and Permitted Equity Purchasers; provided that the aggregate amount of Default all such cash dividends paid -------- to Holdings and all amounts paid in respect of such repurchases by Additional Subsidiaries shall have occurred and be continuing, not exceed at any time the sum of (i) (A) $4,000,000 in the aggregate during the period from February 28, 1994 to December 31, 1996 and (B) $6,000,000 in the aggregate thereafter, plus (ii) in each case (but only after receipt by Holdings of not less than $5,000,000 pursuant to the Capital Call Agreement (or otherwise as a capital contribution or from the proceeds of the sale or issuance of its equity securities) and contribution by Holdings of such amount in cash to the Borrower) the amount of all cash capital contributions (other than those referred to in the immediately preceding parenthetical) made by Holdings to the Borrower from the proceeds of, and all amounts received by any Additional Subsidiary in respect of, sales of its common stock (or options, warrants or other rights to purchase its common stock) to Permitted Equity Purchasers pursuant to Management Subscription Agreements; 157 (e) the Borrower may pay cash dividends to Holdings or make investments in an amount sufficient to allow Holdings (and, if applicable, Holdings may use such proceeds to pay all fees and expenses incurred by it in connection with this Agreement and the transactions contemplated hereby; provided that the -------- aggregate amount of all such cash dividends to SuperHoldings or make investments in SuperHoldingsshall not exceed $1,000,000; (f) to permit Holdings to purchase Holdings’ common stock (or, if applicable, to permit SuperHoldings to purchase SuperHoldings’ common stock) or common stock options from present or former officers or employees, or the estate, heirs or legatees any Subsidiary of such former officers or employees, of Holdings, the Borrower or any of their respective Subsidiaries upon the death, disability or termination of employment of such officer or employee, and (ii) SuperHoldings and Holdings may pay principal and interest on the Indebtedness permitted by Section 7.2(l), and the Borrower may pay dividends or make other distributions to the Borrower or any other Subsidiary of the Borrower; (g) the Borrower may, at the direction of Holdings and on its behalf, pay an amount to Westinghouse U.S. not to exceed any amounts required to be paid by the Borrower pursuant to the Acquisition Agreement; and (h) in the event that Holdings repurchases all or any portion of the Westinghouse Equity Interests from Westinghouse U.S. from time to time, then, concurrently with each such repurchase, the Borrower may pay a cash dividend to Holdings or make investments in Holdings (and, if applicable, Holdings may use an amount not to exceed the Equity Interest Purchase Price with respect to such proceeds to pay dividends to SuperHoldings or make investments in SuperHoldings) to permit Holdings to (or, if applicable, to permit SuperHoldings to) pay principal and interest on the Indebtedness permitted by Section 7.2(l), provided, repurchase; provided that the aggregate amount of payments under this paragraph (d) after the Closing Date shall not exceed $1,000,000 per annum and $2,000,000 in the aggregate, net of any all cash proceeds received -------- dividends paid by Holdings (or, if applicable, SuperHoldings) and contributed to the Borrower in connection with resales of any common stock or common stock options so purchased; (e) so long as no Default or Event of Default shall have occurred and be continuing after giving effect thereto, SuperHoldings or Holdings may make any Restricted Payment permitted by Section 7.2(l) in an aggregate amount not to exceed $1,000,000; provided that Restricted Payments in an aggregate amount in excess of $1,000,000 may be made so long as both immediately before and immediately after giving pro forma effect to such Restricted Payment, (i) the Consolidated Fixed Charge Coverage Ratio for the Test Period in effect at the time such Restricted Payment is made is at least 1.20 to 1.00 (determined on a Pro Forma Basis in respect of the Test Period in effect at such time) and (ii) Availability shall not be less than 25% of the Total Revolving Credit Commitments; and (f) so long as no Default or Event of Default shall have occurred and be continuing after giving effect thereto, SuperHoldings or any of its Subsidiaries may purchase Capital Stock of SuperHoldings Westinghouse U.S. pursuant to SuperHoldings’ restricted stock plan provided that the aggregate purchase price for such Capital Stock (inclusive of reimbursement amounts in respect of Taxesthis subsection 8.7(h) shall not exceed $5,000,00020,000,000.

Limitation on Dividends. Declare or pay any dividend (other than dividends payable solely in common stock of the such Person making or in options, warrants or rights to purchase such dividendcommon stock) on, or make any payment on account of, or set apart assets for a sinking or other analogous fund for, the purchase, redemption, defeasance, retirement or other acquisition of, any shares of any class of Capital Stock of SuperHoldings, Holdings, the Borrower or any of their respective Subsidiaries such Person or any warrants or options to purchase any such Capital Stock, whether now or hereafter outstanding, or make any other distribution in respect thereof, either directly or indirectly, whether in cash or property or in obligations of Holdings, the Borrower Hanover or any Subsidiary of their respective Subsidiaries Hanover (collectively, “"Restricted Payments”"), except that: (a) any Subsidiary of the Borrower may make Restricted Payments to the Borrower or any Wholly Owned Subsidiary Guarantor (and that if such Subsidiary is not a Wholly Owned Subsidiary of the Borrower, to its other holders of Capital Stock on a pro rata basis, provided that any such Restricted Payment to such other holders of Capital Stock be attributable only to cash flows of such Subsidiary); (b) so long as no Default or Event of Default shall have occurred exists or would reasonably be expected to be caused thereby (i) Subsidiaries of Hanover may declare and be continuing after giving effect to the payment of any such dividend or investment, the Borrower may pay dividends to Holdings or make investments in Holdings Hanover (to permit Holdings the extent necessary to pay scheduled cash interest payments on on, or redeem, the Holdings Discount Notes or TIDES Debentures and any refinancing Refinancing Indebtedness incurred in respect thereof permitted by Section 7.2(h)(ii)) or to permit Holdings to make any payments permitted by Section 7.8(a)(iicover operating expenses of Hanover) in an amount not to exceed and other shareholders of such Subsidiaries and the amount of interest required to be paid in cash TIDES Trust may redeem the TIDES as contemplated by the terms TIDES Declaration of the Holdings Discount Notes Indenture or Trust and any refinancing thereof permitted by Section 7.2(h)(ii) or the amount of such payment made pursuant to Section 7.8(a)(ii), as applicable; (c) the Borrower may pay dividends to Holdings or make investments in Holdings to permit Holdings, and Holdings may pay dividends to SuperHoldings or make investments in SuperHoldings to permit SuperHoldings, to (i) pay corporate overhead expenses Refinancing Indebtedness incurred in the ordinary course of business not to exceed $250,000 in any fiscal year and respect thereof, (ii) pay any taxes which are due Hanover may repurchase or redeem shares of Hanover common stock from its employees and payable by SuperHoldings, Holdings and the Borrower as part of a consolidated group; (d) former employees so long as no Default or Event of Default shall have occurred and be continuing, (i) the Borrower may pay dividends to Holdings or make investments in Holdings (and, if applicable, Holdings may use such proceeds to pay dividends to SuperHoldings or make investments in SuperHoldings) to permit Holdings to purchase Holdings’ common stock (or, if applicable, to permit SuperHoldings to purchase SuperHoldings’ common stock) or common stock options from present or former officers or employees, or the estate, heirs or legatees of such former officers or employees, of Holdings, the Borrower or any of their respective Subsidiaries upon the death, disability or termination of employment of such officer or employee, and (ii) SuperHoldings and Holdings may pay principal and interest on the Indebtedness permitted by Section 7.2(l), and the Borrower may pay dividends to Holdings or make investments in Holdings (and, if applicable, Holdings may use such proceeds to pay dividends to SuperHoldings or make investments in SuperHoldings) to permit Holdings to (or, if applicable, to permit SuperHoldings to) pay principal and interest on the Indebtedness permitted by Section 7.2(l), provided, that the aggregate amount of payments under this paragraph (d) after all such repurchases since the Corporate Credit Agreement Closing Date shall does not exceed $1,000,000 per annum 7,500,000, (iii) Subsidiaries of Hanover may declare and $2,000,000 in the aggregatepay dividends, net of any cash proceeds received by Holdings (oror make distributions, if applicable, SuperHoldings) and contributed to Hanover to the Borrower extent necessary to allow Hanover to pay scheduled interest on the 2008 Notes and any Refinancing Indebtedness incurred in connection with resales respect thereof, (iv) Subsidiaries of Hanover may declare and pay dividends, or make distributions, to Hanover to the extent necessary to allow Hanover to pay interest when due on the Hanover Convertible Notes and any common stock Refinancing Indebtedness incurred in respect thereof, (v) Subsidiaries of Hanover may declare and pay dividends, or common stock options so purchased; make distributions, to Hanover to the extent necessary to allow Hanover to pay interest when due on the 2003 Notes and any Refinancing Indebtedness incurred in respect thereof, and (evi) so long as no Default or Event of Default shall have occurred and be continuing after giving effect thereto, SuperHoldings or Holdings any Subsidiary may make any Restricted Payment permitted by Section 7.2(l) in an aggregate amount not to exceed $1,000,000; provided that Restricted Payments in an aggregate amount in excess of $1,000,000 may be made so long as both immediately before and immediately after giving pro forma effect to such Restricted Payment, (i) the Consolidated Fixed Charge Coverage Ratio for the Test Period in effect at the time such Restricted Payment is made is at least 1.20 to 1.00 (determined on a Pro Forma Basis in respect of the Test Period in effect at such time) and (ii) Availability shall not be less than 25% of the Total Revolving Credit Commitments; and (f) so long as no Default or Event of Default shall have occurred and be continuing after giving effect thereto, SuperHoldings or any of its Subsidiaries may purchase Capital Stock of SuperHoldings pursuant to SuperHoldings’ restricted stock plan provided that the aggregate purchase price for such Capital Stock (inclusive of reimbursement amounts in respect of Taxes) shall not exceed $5,000,000HCLP.

Limitation on Dividends. Declare or pay any dividend (other than dividends payable solely in common stock on any shares of the Person making such dividend) onany class of Capital Stock, or make any payment on account of, or set apart assets for a sinking or other analogous fund for, the purchase, redemption, defeasance, retirement or other acquisition of, of any shares of any class of Capital Stock of SuperHoldingsStock, Holdings, the Borrower or any of their respective Subsidiaries or any warrants or options to purchase any such Capital Stock, whether now or hereafter outstanding, or make any other distribution in respect thereof, either directly or indirectly, whether in cash or property or in obligations of HoldingsHubCo, the Borrower or any of their respective Subsidiaries (collectively, “Restricted Payments”), Subsidiaries; except that: (a) any Subsidiary of the Borrower (i) Subsidiaries may make Restricted Payments pay dividends to the Borrower or any Wholly Owned Subsidiary Guarantor (and if such Subsidiary is not a Wholly Owned Subsidiary to Domestic Subsidiaries of the BorrowerBorrower which are directly or indirectly wholly-owned by the Borrower (or, in case of Foreign Subsidiaries, to its the Borrower or Subsidiaries of the Borrower which are directly or indirectly wholly-owned by the Borrower) and (ii) Subsidiaries of HubCo other holders than the Borrower and Subsidiaries of Capital Stock on a pro rata basis, provided that any such Restricted Payment to such other holders of Capital Stock be attributable only to cash flows of such Subsidiary); (b) so long as no Default or Event of Default shall have occurred and be continuing after giving effect to the payment of any such dividend or investment, the Borrower may pay dividends to HubCo or to Domestic Subsidiaries of HubCo which are directly or indirectly wholly-owned by HubCo (or, in the case of Foreign Subsidiaries (other than of the Borrower) to HubCo or Subsidiaries of HubCo which are directly or indirectly wholly-owned by HubCo) and (iii) any Subsidiary organized under the laws of the Republic of Ireland may pay dividends to its employee shareholders; (b) HubCo, the Borrower and their respective Subsidiaries may pay or make dividends or distributions to any holder of its Capital Stock in the form of additional shares of Capital Stock of the same class and type; (c) HubCo may repurchase or provide the funds to HubCo or Holdings to repurchase Capital Stock of Holdings owned by former, present or future employees of Holdings or its Subsidiaries or their assigns, estates and heirs, provided that the aggregate amount expended by HubCo pursuant to this clause (c) shall not in the aggregate exceed $2,500,000 in any calendar year (with unused amounts in any calendar year being carried over to succeeding calendar years, up to a maximum aggregate amount of expenditures by HubCo pursuant to this clause (c) of $5,000,000 in any calendar year), plus any amounts contributed to HubCo as a result of resales of such repurchased shares of Capital Stock; (d) the Borrower or HubCo may make investments in distributions to Holdings to permit allow Holdings to pay scheduled cash interest payments on the Holdings Discount Notes or any refinancing thereof permitted by Section 7.2(h)(ii)) or to permit Holdings to make any payments permitted by Section 7.8(a)(ii) its operating and administrative expenses in an amount not to exceed the amount of interest required to be paid in cash by the terms of the Holdings Discount Notes Indenture or any refinancing thereof permitted by Section 7.2(h)(ii) or the amount of such payment made pursuant to Section 7.8(a)(ii), as applicable; (c) the Borrower may pay dividends to Holdings or make investments in Holdings to permit Holdings, and Holdings may pay dividends to SuperHoldings or make investments in SuperHoldings to permit SuperHoldings, to (i) pay corporate overhead expenses incurred in the ordinary course of business not to exceed $250,000 in any 2,000,000 per fiscal year and (ii) the Borrower, HubCo or its Subsidiaries may make distributions directly or indirectly to Holdings in amounts equal to amounts required for Holdings to pay any taxes which to the extent Holdings is liable for such taxes and such taxes are due attributable to the operations of the HubCo and payable by SuperHoldingsits Subsidiaries; provided, Holdings however, that HubCo and the Borrower as part shall not make any such tax distributions in excess of a consolidated group; (d) so long as no Default or Event of Default shall have occurred its and be continuing, (i) the Borrower may pay dividends to Holdings or make investments its Subsidiaries stand alone tax liability in Holdings (and, if applicable, Holdings may use such proceeds to pay dividends to SuperHoldings or make investments in SuperHoldings) to permit Holdings to purchase Holdings’ common stock (or, if applicable, to permit SuperHoldings to purchase SuperHoldings’ common stock) or common stock options from present or former officers or employees, or the estate, heirs or legatees respect of such former officers or employees, of Holdings, the Borrower or any of their respective Subsidiaries upon the death, disability or termination of employment of such officer or employee, and (ii) SuperHoldings and Holdings may pay principal and interest on the Indebtedness permitted by Section 7.2(l), and the Borrower may pay dividends to Holdings or make investments in Holdings (and, if applicable, Holdings may use such proceeds to pay dividends to SuperHoldings or make investments in SuperHoldings) to permit Holdings to (or, if applicable, to permit SuperHoldings to) pay principal and interest on the Indebtedness permitted by Section 7.2(l), provided, that the aggregate amount of payments under this paragraph (d) after the Closing Date shall not exceed $1,000,000 per annum and $2,000,000 in the aggregate, net of any cash proceeds received by Holdings (or, if applicable, SuperHoldings) and contributed to the Borrower in connection with resales of any common stock or common stock options so purchasedtaxes; (e) so long as no Default or Event of Default shall have occurred and be continuing after giving effect thereto, SuperHoldings or Holdings the Option Cancellation Payors may make any Restricted Payment permitted by Section 7.2(l) in an aggregate amount not to exceed $1,000,000; provided that Restricted Payments in an aggregate amount in excess of $1,000,000 may be made so long as both immediately before and immediately after giving pro forma effect to such Restricted the Option Cancellation Payment, ; (if) the Consolidated Fixed Charge Coverage Ratio for the Test Period in effect at the time such Restricted Payment is made is at least 1.20 to 1.00 (determined on a Pro Forma Basis in respect of the Test Period in effect at such time) and (ii) Availability Transactions shall not be less than 25% of the Total Revolving Credit Commitmentspermitted; and (fg) so long non-cash repurchases of equity interests of Holdings deemed to occur as no Default a result of the surrender of such equity interests for cancellation in connection with the exercise of stock options or Event warrants as a result of Default shall have occurred and be continuing after giving effect thereto, SuperHoldings the payment of all or any a portion of its Subsidiaries may purchase Capital Stock the exercise price of SuperHoldings pursuant to SuperHoldings’ restricted stock plan provided that the aggregate purchase price for such Capital Stock (inclusive of reimbursement amounts in respect of Taxes) options or warrants shall not exceed $5,000,000be prohibited by this Section 7.9.

Limitation on Dividends. Declare or pay any dividend (other than dividends payable solely in common stock of the Person making such dividend) Parent Borrower or options, warrants or other rights to purchase common stock of the Parent Borrower on, or make any payment on account of, or set apart assets for a sinking or other analogous fund for, the purchase, redemption, defeasance, retirement or other acquisition of, any shares of any class of Capital Stock of SuperHoldings, Holdings, the Parent Borrower or any of their respective its Subsidiaries or any warrants or options to purchase any such Capital Stock, whether now or hereafter outstanding, or make any other distribution (other than distributions payable solely in common stock of the Parent Borrower or options, warrants or other rights to purchase common stock of the Parent Borrower) in respect thereof, either directly or indirectly, whether in cash or property or in obligations of Holdings, the Parent Borrower or any of their respective Subsidiaries (collectively, “Restricted Payments”)its Subsidiaries, except that: (a) any Subsidiary of the Parent Borrower may pay dividends or return capital or make Restricted Payments distributions and other similar payments with regard to its Capital Stock to the Parent Borrower or any Wholly Owned Subsidiary Guarantor (and if such Subsidiary is not to a Wholly Owned Subsidiary of the Borrower, Parent Borrower which owns equity therein; (b) any non-Wholly Owned Subsidiary of the Parent Borrower may pay dividends or return capital or make distributions and other similar payments to its shareholders generally so long as the Parent Borrower or its respective Subsidiary which owns the Capital Stock in the Subsidiary paying such dividends or returning such capital or making such distributions and other holders similar payments receives at least its proportionate share thereof (based upon its relative holding of the Capital Stock in the Subsidiary paying such dividends or returning such capital or making such distributions and other similar payments and taking into account the relative preferences, if any, of the various classes of Capital Stock on a pro rata basis, provided that any such Restricted Payment to such other holders of Capital Stock be attributable only to cash flows of such Subsidiary); (bc) the Parent Borrower and any of its Subsidiaries may pay cash dividends in an amount sufficient to allow any Parent Entity to pay expenses (other than taxes) incurred in the ordinary course of business, provided that, if any Parent Entity shall own any material assets other than the Capital Stock of Holdings or another Parent Entity or other assets relating to the ownership interest of such Parent Entity in another Parent Entity, the Parent Borrower or Subsidiaries of the Parent Borrower, such cash dividends with respect to such Parent Entity shall be limited to the reasonable and proportional share, as determined by the Parent Borrower in its reasonable discretion, of such expenses incurred by such Parent Entity relating or allocable to its ownership interest in the Parent Borrower or another Parent Entity and such other related assets; (d) the Parent Borrower and any of its Subsidiaries may pay cash dividends in an amount sufficient to cover reasonable and necessary expenses (including professional fees and expenses) (other than taxes) incurred by any Parent Entity in connection with (i) registration, public offerings and exchange listing of equity or debt securities and maintenance of the same, (ii) compliance with reporting obligations under, or in connection with compliance with, federal or state laws or under this Agreement or any of the other Loan Documents and (iii) indemnification and reimbursement of directors, officers and employees in respect of liabilities relating to their serving in any such capacity, or obligations in respect of director and officer insurance (including premiums therefor), provided that, in the case of sub-clause (i) above, if any Parent Entity shall own any material assets other than the Capital Stock of Holdings or another Parent Entity or other assets relating to the ownership interest of such Parent Entity in another Parent Entity, Holdings or its Subsidiaries, with respect to such Parent Entity such cash dividends shall be limited to the reasonable and proportional share, as determined by the Parent Borrower in its reasonable discretion, of such expenses incurred by such Parent Entity relating or allocable to its ownership interest in another Parent Entity, Holdings and such other assets; (e) the Parent Borrower and any of its Subsidiaries may pay, without duplication, cash dividends (i) pursuant to the Tax Sharing Agreement, and (ii) to pay or permit any Parent Entity to pay any Related Taxes; (f) the Parent Borrower and any of its Subsidiaries may pay cash dividends in an amount sufficient to allow any Parent Entity to repurchase shares of its Capital Stock or rights, options or units in respect thereof from any Management Investors or former Management Investors (or any of their respective heirs, successors, assigns, legal representatives or estates), or as otherwise contemplated by any Management Subscription Agreements, for an aggregate purchase price not to exceed $15,000,000; provided that such amount shall be increased by (i) an amount equal to $3,000,000 on each anniversary of the Closing Date, commencing on the first anniversary of the Closing Date, and (ii) an amount equal to the proceeds to the Parent Borrower (whether received by it directly or from a Parent Entity or applied to pay Parent Entity Expenses) of any resales or new issuances of shares and options to any Management Investors, at any time after the initial issuances to any Management Investors, together with the aggregate amount of deferred compensation owed by the Parent Borrower or any of its Subsidiaries to any Management Investor that shall thereafter have been cancelled, waived or exchanged at any time after the initial issuances to any thereof in connection with the grant to such Management Investor of the right to receive or acquire shares of the Holdings' or any Parent Entity's Capital Stock; (g) the Parent Borrower and any of its Subsidiaries may pay cash dividends in an amount sufficient to allow any Parent Entity to pay all fees and expenses incurred in connection with the Transaction and the other transactions expressly contemplated by this Agreement and the other Loan Documents, and to allow Holdings to perform its obligations under or in connection with the Loan Documents to which it is a party; (h) the Parent Borrower and any of its Subsidiaries may pay a cash dividend to Holdings (and Holdings may use the cash proceeds thereof to pay a cash dividend directly or indirectly to any Parent Entity), in each case on the Closing Date to give effect to the Recapitalization; (i) the Parent Borrower and any of its Subsidiaries may pay dividends in an amount sufficient to allow any Parent Entity to pay all fees, expenses, purchase price adjustments and other obligations (other than any obligation (other than Related Taxes) related to the Seller Notes) incurred pursuant to the Recapitalization Agreement as in effect on the date hereof or the Indemnification Agreement (as defined in the Recapitalization Agreement) as in effect on the date hereof; and (j) so long as no Default or Event of Default shall have has occurred and be is continuing after giving effect to the payment of any such dividend or investmentwould result therefrom, the Parent Borrower and any of its Subsidiaries may pay dividends to Holdings or make investments in Holdings to permit Holdings to pay scheduled cash interest payments on the Holdings Discount Notes or any refinancing thereof permitted by Section 7.2(h)(ii)) or to permit Holdings to make any payments permitted by Section 7.8(a)(ii) in an amount not to exceed the amount of interest required to be paid in cash by the terms of the Holdings Discount Notes Indenture or any refinancing thereof permitted by Section 7.2(h)(ii) or the amount of such payment made pursuant to Section 7.8(a)(ii), as applicable; (c) the Borrower may pay dividends to Holdings or make investments in Holdings to permit Holdings, and Holdings may pay dividends to SuperHoldings or make investments in SuperHoldings to permit SuperHoldings, to (i) pay corporate overhead expenses incurred in the ordinary course of business not to exceed $250,000 in any fiscal year and (ii) pay any taxes which are due and payable by SuperHoldings, Holdings and the Borrower as part of a consolidated group; (d) so long as no Default or Event of Default shall have occurred and be continuing, (i) the Borrower may pay dividends to Holdings or make investments in Holdings (and, if applicable, Holdings may use such proceeds to pay dividends to SuperHoldings or make investments in SuperHoldings) to permit Holdings to purchase Holdings’ common stock (or, if applicable, to permit SuperHoldings to purchase SuperHoldings’ common stock) or common stock options from present or former officers or employees, or the estate, heirs or legatees of such former officers or employees, of Holdings, the Borrower or any of their respective Subsidiaries upon the death, disability or termination of employment of such officer or employee, and (ii) SuperHoldings and Holdings may pay principal and interest on the Indebtedness permitted by Section 7.2(l), and the Borrower may pay dividends to Holdings or make investments in Holdings (and, if applicable, Holdings may use such proceeds to pay dividends to SuperHoldings or make investments in SuperHoldings) to permit Holdings to (or, if applicable, to permit SuperHoldings to) pay principal and interest on the Indebtedness permitted by Section 7.2(l), provided, dividends; provided that the aggregate amount of payments under such dividends pursuant to this clause (j), when aggregated with (i) all Guarantee Obligations outstanding pursuant to subsection 7.3(o), (ii) all Investments (determined as the amount originally advanced, loaned or otherwise invested, less any returns on the respective Investment not to exceed the original amount invested) outstanding pursuant to paragraphs 7.7(m) and (n), (iii) all cash consideration paid in respect of acquisitions pursuant to paragraph 7.8(b)(iii) and (iv) all optional prepayments made pursuant to subsection 7.12(f), do not at any time exceed $150,000,000; provided further that the aggregate amount of such dividends paid pursuant to this paragraph (d) after the Closing Date shall not exceed $1,000,000 per annum and $2,000,000 in the aggregate, net of any cash proceeds received by Holdings (or, if applicable, SuperHoldings) and contributed to the Borrower in connection with resales of any common stock or common stock options so purchased; (e) so long as no Default or Event of Default shall have occurred and be continuing after giving effect thereto, SuperHoldings or Holdings may make any Restricted Payment permitted by Section 7.2(l) in an aggregate amount not to exceed $1,000,000; provided that Restricted Payments in an aggregate amount in excess of $1,000,000 may be made so long as both immediately before and immediately after giving pro forma effect to such Restricted Payment, (i) the Consolidated Fixed Charge Coverage Ratio for the Test Period in effect at the time such Restricted Payment is made is at least 1.20 to 1.00 (determined on a Pro Forma Basis in respect of the Test Period in effect at such time) and (ii) Availability shall not be less than 25% of the Total Revolving Credit Commitments; and (f) so long as no Default or Event of Default shall have occurred and be continuing after giving effect thereto, SuperHoldings or any of its Subsidiaries may purchase Capital Stock of SuperHoldings pursuant to SuperHoldings’ restricted stock plan provided that the aggregate purchase price for such Capital Stock (inclusive of reimbursement amounts in respect of Taxesj) shall not exceed (x) $5,000,00050,000,000 during any fiscal year of the Parent Borrower or (y) $75,000,000 in any two consecutive fiscal years of the Parent Borrower.

Limitation on Dividends. Declare or pay any dividend (other ----------------------- than dividends payable solely in common stock of the Person making such dividend) on, or make any payment on account of, or set apart assets for a sinking or other analogous fund for, the purchase, redemption, defeasance, retirement or other acquisition of, any shares of any class of Capital Stock of SuperHoldings, Holdings, the Borrower Company or any of their respective Subsidiaries Subsidiary or any warrants or options to purchase any such Capital Stock, whether now or hereafter outstanding, or make any other distribution in respect thereof, either directly or indirectly, whether in cash or property or in obligations of Holdings, the Borrower Company or any of their respective Subsidiaries Subsidiary (collectively, “"Restricted Payments”"), except that:: ------------------- (a) any Subsidiary of the Borrower (i) may make Restricted Payments to the Borrower Company or any Wholly Owned Subsidiary Guarantor and (and ii) if such Subsidiary is not a Wholly Owned Subsidiary of the BorrowerSubsidiary, may make Restricted Payments to its shareholders generally, so long as the Company or its Subsidiary which owns the equity or other holders ownership interests in the Subsidiary making the Restricted Payment receives at least its proportionate share of Capital Stock on a pro rata basis, provided that any such Restricted Payment to (based upon its relative ownership interest in the Subsidiary making such other holders of Capital Stock be attributable only to cash flows of such SubsidiaryRestricted Payment); (b) so long as no Default or Event of Default shall have occurred and be continuing after giving effect to the payment of any such dividend or investmentcontinuing, the Borrower Company may pay dividends to Holdings purchase its common stock or make investments in Holdings to permit Holdings to pay scheduled cash interest payments on common stock options from present or former directors, officers or employees of the Holdings Discount Notes Company or any refinancing thereof permitted by Section 7.2(h)(ii)Subsidiary (i) upon the death, disability or to permit Holdings to make any payments permitted by Section 7.8(a)(ii) in an amount not to exceed termination of employment of such director, officer or employee, provided, that the amount of interest required to be paid in cash by the terms of the Holdings Discount Notes Indenture or any refinancing thereof permitted by Section 7.2(h)(ii) or the aggregate -------- amount of such payment made payments pursuant to Section 7.8(a)(ii), as applicablethis clause (b) shall not exceed $2,000,000 during the term of this Agreement; (c) so long as no Default or Event of Default shall have occurred or be continuing or would occur as a result thereof, the Borrower Company may pay regular quarterly dividends to Holdings or make investments in Holdings to permit Holdingson its outstanding common stock, and Holdings may pay provided, that -------- the aggregate amount of such dividends to SuperHoldings or make investments in SuperHoldings to permit SuperHoldings, to (i) pay corporate overhead expenses incurred in the ordinary course of business not to exceed $250,000 in paid during any fiscal year and (ii) pay any taxes which are due and payable by SuperHoldings, Holdings and of the Borrower as part of a consolidated group;Company shall not exceed $4,000,000; and (d) so long as no Default or Event of Default shall have occurred and or be continuing, (i) the Borrower may pay dividends to Holdings continuing or make investments in Holdings (and, if applicable, Holdings may use such proceeds to pay dividends to SuperHoldings or make investments in SuperHoldings) to permit Holdings to purchase Holdings’ common stock (or, if applicable, to permit SuperHoldings to purchase SuperHoldings’ common stock) or common stock options from present or former officers or employees, or the estate, heirs or legatees of such former officers or employees, of Holdingswould occur as a result thereof, the Borrower or any of their respective Subsidiaries upon the death, disability or termination of employment of such officer or employee, and (ii) SuperHoldings and Holdings Company may pay principal and interest on the Indebtedness permitted by Section 7.2(l), and the Borrower may pay dividends to Holdings or make investments in Holdings (and, if applicable, Holdings may use such proceeds to pay dividends to SuperHoldings or make investments in SuperHoldings) to permit Holdings to (or, if applicable, to permit SuperHoldings to) pay principal and interest on the Indebtedness permitted by Section 7.2(l), provided, that the aggregate amount of payments under this paragraph (d) after the Closing Date shall not exceed $1,000,000 per annum and $2,000,000 in the aggregate, net of any cash proceeds received by Holdings (or, if applicable, SuperHoldings) and contributed redeem rights granted to the Borrower in connection with resales of any common stock or common stock options so purchased; (e) so long as no Default or Event of Default shall have occurred and be continuing after giving effect thereto, SuperHoldings or Holdings may make any Restricted Payment permitted by Section 7.2(l) in an aggregate amount not to exceed $1,000,000; provided that Restricted Payments in an aggregate amount in excess of $1,000,000 may be made so long as both immediately before and immediately after giving pro forma effect to such Restricted Payment, (i) the Consolidated Fixed Charge Coverage Ratio for the Test Period in effect at the time such Restricted Payment is made is at least 1.20 to 1.00 (determined on a Pro Forma Basis in respect shareholders of the Test Period in effect at such time) and (ii) Availability shall not be less than 25% of the Total Revolving Credit Commitments; and (f) so long as no Default or Event of Default shall have occurred and be continuing after giving effect thereto, SuperHoldings or any of its Subsidiaries may purchase Capital Stock of SuperHoldings Company pursuant to SuperHoldings’ restricted stock its shareholder rights plan provided that the aggregate purchase price for such Capital Stock (inclusive of reimbursement amounts in respect of Taxes) shall not exceed $5,000,000a nominal amount.

Limitation on Dividends. Declare or pay any dividend (other than dividends payable solely in common stock of the Person making such dividendPerson) on, or make any payment on account of, or set apart assets for a sinking or other analogous fund for, the purchase, redemption, defeasance, retirement or other acquisition of, any shares of any class of Capital Stock of SuperHoldings, Holdings, the Borrower or any of their respective Subsidiaries such Person or any warrants or options to purchase any such Capital Stock, whether now or hereafter outstanding, or make any other distribution in respect thereof, either directly or indirectly, whether in cash or property or in obligations of Holdings, the Borrower HCC or any of their respective Subsidiaries (collectively, “Restricted Payments”), except that: (a) any Subsidiary of the Borrower may make Restricted Payments to the Borrower or any Wholly Owned Subsidiary Guarantor (and HCC, except that if such Subsidiary is not a Wholly Owned Subsidiary of the Borrower, to its other holders of Capital Stock on a pro rata basis, provided that any such Restricted Payment to such other holders of Capital Stock be attributable only to cash flows of such Subsidiary); (b) so long as no Default or Event of Default shall have occurred exists or would reasonably be expected to be caused thereby (i) Subsidiaries of HCC may declare and be continuing after giving effect to the payment of any such dividend or investment, the Borrower may pay dividends to Holdings HCC and other shareholders of such Subsidiaries, (ii) HCC may repurchase or make investments in Holdings to permit Holdings to pay scheduled cash interest payments on redeem shares of HCC common stock from its employees and former employees so long as the Holdings Discount Notes or any refinancing thereof permitted by Section 7.2(h)(ii)) or to permit Holdings to make any payments permitted by Section 7.8(a)(ii) in an amount not to exceed the aggregate amount of interest required all such repurchases since the Initial Closing Date does not exceed $7,500,000, (iii) HCC may make open market repurchases of shares of HCC common stock so long as the aggregate amount of all such repurchases during the Term does not exceed $25,000,000, (iv) HCC may declare or pay dividends on and make mandatory stock repurchases (pursuant to be paid in cash by the terms of the Holdings Discount Notes Indenture or any refinancing thereof permitted by Section 7.2(h)(iiapplicable certificate of designation) or the amount of such payment made pursuant to Section 7.8(a)(ii), as applicable; (c) the Borrower may pay dividends to Holdings or make investments in Holdings to permit Holdings, and Holdings may pay dividends to SuperHoldings or make investments in SuperHoldings to permit SuperHoldings, to (i) pay corporate overhead expenses incurred in the ordinary course of business not to exceed $250,000 in any fiscal year and (ii) pay any taxes which are due and payable by SuperHoldings, Holdings and the Borrower as part of a consolidated group; (d) so long as no Default or Event of Default shall have occurred and be continuing, (i) the Borrower may pay dividends to Holdings or make investments in Holdings (andits preferred stock, if applicable, Holdings may use such proceeds to pay dividends to SuperHoldings or make investments in SuperHoldings) to permit Holdings to purchase Holdings’ common stock (or, if applicable, to permit SuperHoldings to purchase SuperHoldings’ common stock) or common stock options from present or former officers or employees, or the estate, heirs or legatees of such former officers or employees, of Holdings, the Borrower or any of their respective Subsidiaries upon the death, disability or termination of employment of such officer or employeeany, and (iiv) SuperHoldings and Holdings HCC may pay principal and interest on the Indebtedness permitted by Section 7.2(l), and the Borrower may declare or pay dividends to Holdings or make investments in Holdings (andon shares of HCC common stock, if applicable, Holdings may use such proceeds to pay dividends to SuperHoldings or make investments in SuperHoldings) to permit Holdings to (or, if applicable, to permit SuperHoldings to) pay principal and interest on the Indebtedness permitted by Section 7.2(l), provided, provided that the aggregate amount of such declarations or payments under pursuant to this paragraph clause (dv) after the Closing Date shall above does not exceed $1,000,000 per annum and $2,000,000 in the aggregate, net of any cash proceeds received by Holdings (or, if applicable, SuperHoldings) and contributed to the Borrower in connection with resales of any common stock or common stock options so purchased; (e) so long as no Default or Event of Default shall have occurred and be continuing after giving effect thereto, SuperHoldings or Holdings may make any Restricted Payment permitted by Section 7.2(l) in an aggregate amount not to exceed $1,000,000; provided that Restricted Payments in an aggregate amount in excess of $1,000,000 may be made so long as both immediately before and immediately after giving pro forma effect to such Restricted Payment, (i) the Consolidated Fixed Charge Coverage Ratio for the Test Period in effect at the time such Restricted Payment is made is at least 1.20 to 1.00 (determined on a Pro Forma Basis in respect of the Test Period in effect at such time) and (ii) Availability shall not be less than 25% of the Total Revolving Credit Commitments; and Consolidated Net Income of HCC for the period (ftaken as one accounting period) so long as no Default or Event from the beginning of Default shall the fiscal quarter commencing October 1, 1998 to the end of HCC's most recently ended fiscal quarter for which financial statements have occurred been delivered to the Agent and be continuing after giving effect thereto, SuperHoldings or any of its Subsidiaries may purchase Capital Stock of SuperHoldings the Lenders pursuant to SuperHoldings’ restricted stock plan provided that subsection 10.1 at or prior to the aggregate purchase price for time of such Capital Stock (inclusive of reimbursement amounts in respect of Taxes) shall not exceed $5,000,000declaration or payment.

Limitation on Dividends. Declare or pay any dividend (other than dividends payable solely in common stock on any shares of the Person making such dividend) onany class of stock, or make any payment on account of, or set apart assets for a sinking or other analogous fund for, the purchase, redemption, defeasance, retirement or other acquisition of, of any shares of any class of Capital Stock of SuperHoldings, Holdings, the Borrower or any of their respective Subsidiaries or any warrants or options to purchase any such Capital Stockstock, whether now or hereafter outstanding, or make any other distribution in respect thereof, either directly or indirectly, whether in cash or property or in obligations of Holdings, the Borrower Company or any of their respective its Subsidiaries (collectively, “Restricted Payments”all of the foregoing being referred to herein as "RESTRICTED PAYMENTS"), ; except that: (a) any Subsidiary of the Borrower Subsidiaries may make Restricted Payments pay dividends directly or indirectly to the Borrower Company or any Wholly Owned Subsidiary Guarantor (to Domestic Subsidiaries which are directly or indirectly wholly-owned by the Company, and if such Subsidiary is not a Wholly Owned Subsidiary of Foreign Subsidiaries may pay dividends directly or indirectly to Foreign Subsidiaries which are directly or indirectly wholly-owned by the Borrower, to its other holders of Capital Stock on a pro rata basis, provided that any such Restricted Payment to such other holders of Capital Stock be attributable only to cash flows of such Subsidiary)Company; (b) the Company may pay dividends to Intermediate Holding, and Intermediate Holding may pay such dividends to HoldCo, in an amount equal to the amount required for HoldCo and Intermediate Holding to pay franchise taxes, fees and expenses necessary to maintain their status as a corporation, and other fees required to maintain their corporate existence, provided that HoldCo and Intermediate Holding shall promptly pay such taxes, fees and expenses; (c) so long as no Default or Event of Default shall have has occurred and be continuing or would occur after giving effect to the payment of any such dividend declaration or investmentpayment, the Borrower may Company may, from time to time, declare and pay cash dividends to Holdings or make investments in Holdings Intermediate Holding, and Intermediate Holding may declare and pay such dividends to permit Holdings to pay scheduled cash interest payments HoldCo, on the Holdings Discount Notes or any refinancing thereof permitted by Section 7.2(h)(ii)) or to permit Holdings to make any payments permitted by Section 7.8(a)(ii) in an amount not to exceed the amount of interest required to be paid in cash by the terms common stock of the Holdings Discount Notes Indenture or any refinancing thereof permitted by Section 7.2(h)(ii) or the amount of such payment made pursuant to Section 7.8(a)(ii), as applicable; (c) the Borrower may pay dividends to Holdings or make investments in Holdings to permit Holdings, and Holdings may pay dividends to SuperHoldings or make investments in SuperHoldings to permit SuperHoldings, to (i) pay corporate overhead expenses incurred in the ordinary course of business not to exceed $250,000 in any fiscal year and (ii) pay any taxes which are due and payable by SuperHoldings, Holdings and the Borrower as part of a consolidated group; (d) so long as no Default or Event of Default shall have occurred and be continuing, (i) the Borrower may pay dividends to Holdings or make investments in Holdings (and, if applicable, Holdings may use such proceeds to pay dividends to SuperHoldings or make investments in SuperHoldings) to permit Holdings to purchase Holdings’ common stock (or, if applicable, to permit SuperHoldings to purchase SuperHoldings’ common stock) or common stock options from present or former officers or employees, or the estate, heirs or legatees of such former officers or employees, of Holdings, the Borrower or any of their respective Subsidiaries upon the death, disability or termination of employment of such officer or employee, and (ii) SuperHoldings and Holdings may pay principal and interest on the Indebtedness permitted by Section 7.2(l), and the Borrower may pay dividends to Holdings or make investments in Holdings (and, if applicable, Holdings may use such proceeds to pay dividends to SuperHoldings or make investments in SuperHoldings) to permit Holdings to (or, if applicable, to permit SuperHoldings to) pay principal and interest on the Indebtedness permitted by Section 7.2(l), provided, that the aggregate amount of payments under this paragraph (d) after the Closing Date shall not exceed $1,000,000 per annum and $2,000,000 in the aggregate, net of any cash proceeds received by Holdings (or, if applicable, SuperHoldings) and contributed to the Borrower in connection with resales of any common stock or common stock options so purchased; (e) so long as no Default or Event of Default shall have occurred and be continuing after giving effect thereto, SuperHoldings or Holdings may make any Restricted Payment permitted by Section 7.2(l) Company in an aggregate amount not to exceed $1,000,00010,000,000 (the "HOLDCO DIVIDEND Limit"); provided PROVIDED that Restricted Payments in an aggregate amount in excess the proceeds of $1,000,000 may such dividends shall be made used within 30 days of the receipt of such dividends by HoldCo to repurchase HoldCo stock from management employees of HoldCo or any of its Subsidiaries and, PROVIDED FURTHER, the HoldCo Dividend Limit shall be increased by the proceeds of any additional HoldCo capital stock which is issued to any management employees of HoldCo or any of its Subsidiaries so long as both immediately before such proceeds are contributed by HoldCo to the capital of Intermediate Holding and immediately after giving pro forma effect by Intermediate Holding to such Restricted Payment, (i) the Consolidated Fixed Charge Coverage Ratio for the Test Period in effect at the time such Restricted Payment is made is at least 1.20 to 1.00 (determined on a Pro Forma Basis in respect capital of the Test Period Company; (d) any Permitted Minority-Interest Subsidiary may declare and pay dividends and make other Restricted Payments with respect to the Capital Stock of such Subsidiary now or hereafter outstanding; PROVIDED, in effect at the case of a dividend, each stockholder of such timeSubsidiary receives its ratable share thereof; (e) subject to applicable subordination provisions the Company may declare and (ii) Availability shall not be less than 25% of pay regularly scheduled semi-annual dividends on the Total Revolving Credit CommitmentsSubordinated Preferred Stock when due; and (f) so long as no Default the Company may exchange at par all or Event a portion of Default shall have occurred and be continuing after giving effect theretothe Subordinated Preferred Stock for a Subordinated Note; and (g) the Company may pay dividends, SuperHoldings or any solely by the issuance of its Subsidiaries may purchase Capital Stock additional shares of SuperHoldings pursuant to SuperHoldings’ restricted stock plan provided that Existing Preferred Stock, on the aggregate purchase price for such Capital Stock (inclusive of reimbursement amounts in respect of Taxes) shall not exceed $5,000,000Existing Preferred Stock.

Limitation on Dividends. Declare or pay any dividend (other than dividends payable solely in common stock of the Person making such dividendBorrower or the Parent) on, or make any payment on account of, or set apart assets for a sinking or other analogous fund for, the purchase, redemption, defeasance, retirement or other acquisition of, any shares of any class of Capital Stock of SuperHoldings, Holdings, the Borrower or any of their respective Subsidiaries or any warrants or options to purchase any such Capital Stockthe Parent, whether now or hereafter outstanding, or make any other distribution in respect thereof, either directly or indirectly, whether in cash or property or in obligations of Holdingsthe Parent, the Borrower or any of their respective Subsidiaries (collectively, “Restricted Payments”), Subsidiary except that: (a) any Subsidiary of the Borrower may make Restricted Payments pay cash dividends to the Parent in an amount sufficient to pay tax liabilities of the Parent which are paid in cash by the Parent to any taxing authority and which are franchise tax liabilities or other tax liabilities required to be paid to maintain its existence or which are attributable to income, business, properties or activities of or distribution of earnings by, the Parent or its Subsidiaries; provided that, the Parent shall contribute to the Borrower or the amount of any Wholly Owned Subsidiary Guarantor (and if such Subsidiary is not a Wholly Owned Subsidiary of the Borrower, to its other holders of Capital Stock on a pro rata basis, provided that any such Restricted Payment to such other holders of Capital Stock be attributable only to cash flows refunds of such Subsidiary)tax payments upon receipt thereof; (b) the Borrower may pay cash dividends to the Parent to enable the Parent to pay premiums to insurance companies for directors’ and officers’ insurance with respect to the Parent; (c) the Borrower may pay cash dividends to the Parent to enable the Parent to pay for the printing and distribution of financial reports of the Parent, proxy solicitations and other communications with shareholders of the Parent and for filings with the Securities and Exchange Commission and costs directly related to the annual meeting of shareholders of the Parent; (d) the Borrower may pay cash dividends to the Parent to enable the Parent to pay directors’ fees and expenses to directors of the Parent; (e) the Borrower may pay cash dividends to the Parent to enable the Parent to pay fees owed by the Parent to its transfer agent; (f) the Borrower may pay cash dividends to the Parent to pay fees to the Parent’s independent auditors, tax advisors and outside attorneys in the ordinary course of business; (g) the Borrower may pay cash dividends to the Parent to pay obligations of the Parent incurred under any Interest Rate Protection Agreement or Commodity Price Protection Agreement permitted pursuant to Section 7.10(l); and (h) so long as no Default or Event of Default shall have occurred and be continuing or would result therefrom, the Borrower may purchase, repurchase, redeem or retire any share of its Capital Stock and/or pay cash dividends to the Parent in addition to the cash dividends described in the preceding clauses (a) through (g), and the Parent may purchase, repurchase, redeem or retire any share of its Capital Stock and/or pay cash dividends to its shareholders; provided that, if after giving effect to any payments to be made in any fiscal quarter of the payment Parent to effect such purchase, repurchase, redemption or retirement of any such dividend or investmentshares of Capital Stock, and/or payments of cash dividends, pursuant to this clause (h), the Borrower may pay dividends Leverage Ratio would be greater than 2.50 to Holdings or make investments in Holdings to permit Holdings to pay scheduled cash interest payments 1.00 on a pro forma basis as at the Holdings Discount Notes or any refinancing thereof permitted by Section 7.2(h)(ii)) or to permit Holdings to make any payments permitted by Section 7.8(a)(ii) in an amount not to exceed the amount of interest required to be paid in cash by the terms end of the Holdings Discount Notes Indenture or any refinancing thereof permitted by Section 7.2(h)(ii) or most recently ended Fiscal Quarter of the amount of such payment made Parent for which financial statements have been delivered pursuant to Section 7.8(a)(ii)6.1, as applicable; (c) then the Borrower aggregate of all such payments that may pay dividends to Holdings or make investments be made in Holdings to permit Holdingssuch fiscal quarter, and Holdings may pay dividends to SuperHoldings or make investments in SuperHoldings to permit SuperHoldings, to (i) pay corporate overhead expenses incurred when taken together with all such payments made in the ordinary course of business not to exceed $250,000 in any three immediately preceding fiscal year and (ii) pay any taxes which are due and payable by SuperHoldingsquarters, Holdings and the Borrower as part of a consolidated group; (d) so long as no Default or Event of Default shall have occurred and be continuing, (i) the Borrower may pay dividends to Holdings or make investments in Holdings (and, if applicable, Holdings may use such proceeds to pay dividends to SuperHoldings or make investments in SuperHoldings) to permit Holdings to purchase Holdings’ common stock (or, if applicable, to permit SuperHoldings to purchase SuperHoldings’ common stock) or common stock options from present or former officers or employees, or the estate, heirs or legatees of such former officers or employees, of Holdings, the Borrower or any of their respective Subsidiaries upon the death, disability or termination of employment of such officer or employee, and (ii) SuperHoldings and Holdings may pay principal and interest on the Indebtedness permitted by Section 7.2(l), and the Borrower may pay dividends to Holdings or make investments in Holdings (and, if applicable, Holdings may use such proceeds to pay dividends to SuperHoldings or make investments in SuperHoldings) to permit Holdings to (or, if applicable, to permit SuperHoldings to) pay principal and interest on the Indebtedness permitted by Section 7.2(l), provided, that the aggregate amount of payments under this paragraph (d) after the Closing Date shall not exceed $1,000,000 per annum and $2,000,000 in the aggregate, net an amount equal to twenty percent (20%) of any cash proceeds received by Holdings Consolidated Net Worth (or, if applicable, SuperHoldings) and contributed to the Borrower in connection with resales of any common stock or common stock options so purchased; (e) so long as no Default or Event of Default shall have occurred and be continuing after giving effect thereto, SuperHoldings or Holdings may make any Restricted Payment permitted by Section 7.2(l) in an aggregate amount not to exceed $1,000,000; provided that Restricted Payments in an aggregate amount in excess of $1,000,000 may be made so long as both immediately before and immediately after giving pro forma effect to such Restricted Payment, (i) the Consolidated Fixed Charge Coverage Ratio for the Test Period in effect at the time such Restricted Payment is made is at least 1.20 to 1.00 (determined on a Pro Forma Basis in respect end of the Test Period in effect at such time) and (ii) Availability shall not be less than 25% of the Total Revolving Credit Commitments; and (f) so long as no Default or Event of Default shall then most recent fiscal quarter for which financial statements have occurred and be continuing after giving effect thereto, SuperHoldings or any of its Subsidiaries may purchase Capital Stock of SuperHoldings been delivered pursuant to SuperHoldings’ restricted stock plan provided that the aggregate purchase price for such Capital Stock (inclusive of reimbursement amounts in respect of Taxes) shall not exceed $5,000,000Section 6.1).

Limitation on Dividends. Declare The Borrower shall not, and shall not permit any of its Subsidiaries to, (a) if a corporation, declare or pay any dividend (other than dividends payable solely in common stock of the Person making such dividendBorrower or its Subsidiaries) on, or make any payment on account of, or set apart assets for a sinking or other analogous fund for, the purchase, redemption, defeasance, retirement or other acquisition of, any shares of any class of Capital Stock of SuperHoldings, Holdings, the Borrower or any of their respective its Subsidiaries or any warrants or options to purchase any such Capital Stock, whether now or hereafter outstandingoutstanding (except only such dividends, payments or other amounts payable to the Borrower or a wholly-owned Subsidiary of the Borrower), and (b) if a partnership, make any distribution with respect to the ownership interests therein, or, in either case, any other distribution in respect thereof, either directly or indirectly, whether in cash or property or in obligations of Holdings, the Borrower or any of their respective Subsidiaries Subsidiary (collectively, “Restricted Payments”), except that: (a) any Subsidiary of the Borrower may make Restricted Payments distributions to the Borrower or any Wholly Owned Subsidiary Guarantor (and if such Subsidiary is not a Wholly Owned wholly-owned Subsidiary of the Borrower) (such declarations, payments, setting apart, purchases, redemptions, defeasance, retirements, acquisitions and distributions being herein called "RESTRICTED PAYMENTS"), except for: (i) Restricted Payments in an aggregate amount not exceeding $250,000,000 made by the Borrower and/or its Subsidiaries on the Initial Closing Date and/or the Second Closing Date in connection with the transactions contemplated hereby; (ii) Restricted Payments paid by the Borrower to PTI Holdings for the repurchase of its Junior Subordinated Note in accordance with Sections 3.15 and 6.8; (iii) such other holders of Capital Stock on a pro rata basisRestricted Payments as the Borrower or its Subsidiaries may elect to make, provided that any (x) the Total Debt Ratio as of the date of the most recent quarterly or annual financial statements delivered pursuant to Section 5.1 after giving effect to the making of such Restricted Payment to such other holders of Capital Stock be attributable only to cash flows is less than 3.50:1, (y) no Default has occurred and is continuing or would result from the making of such Subsidiary);Restricted Payment, and (z) the Borrower is in compliance with the Fixed Charge Coverage Ratio (calculated on a basis so as to include such Restricted Payments as a fixed charge) as of the date thereof; and (biv) so long as Restricted Payments paid by the Borrower to (A) redeem or repurchase the Modesto Station Purchase Preferred Stock in an aggregate amount not exceeding the Redemption Value thereof plus accrued and unpaid dividends and (B) pay regularly scheduled and accrued and unpaid dividends on the Modesto Station Purchase Preferred Stock; provided that at the time that such Restricted Payment is made no Default or Event of Preferred Stock Default shall have occurred and be continuing after giving effect or would result from the making of such Restricted Payment. Notwithstanding anything herein to the payment of any such dividend or investmentcontrary, neither the Borrower may pay dividends to Holdings nor its Subsidiaries shall make or make investments in Holdings to permit Holdings to pay scheduled cash interest payments on the Holdings Discount Notes or any refinancing thereof permitted by Section 7.2(h)(ii)) or to permit Holdings to make any payments permitted by Section 7.8(a)(ii) in an amount not to exceed the amount of interest required to be paid in cash by the terms of the Holdings Discount Notes Indenture or any refinancing thereof permitted by Section 7.2(h)(ii) or the amount of such payment made pursuant to Section 7.8(a)(ii), as applicable; (c) the Borrower may pay dividends to Holdings or make investments in Holdings to permit Holdings, and Holdings may pay dividends to SuperHoldings or make investments in SuperHoldings to permit SuperHoldings, to Restricted Payments (i) pay corporate overhead expenses incurred in the ordinary course of business not to exceed $250,000 in any fiscal year and (ii) pay any taxes which are due and payable by SuperHoldings, Holdings and the Borrower as part of a consolidated group; (d) so long as no Default or Event of Default shall have occurred and be continuing, (i) the Borrower may pay dividends to Holdings or make investments in Holdings (and, if applicable, Holdings may use such proceeds to pay dividends to SuperHoldings or make investments in SuperHoldings) to permit Holdings to purchase Holdings’ common stock (or, if applicable, to permit SuperHoldings to purchase SuperHoldings’ common stock) or common stock options from present or former officers or employees, or the estate, heirs or legatees of such former officers or employees, of Holdings, the Borrower or any of their respective Subsidiaries upon the death, disability or termination of employment of such officer or employee, and (ii) SuperHoldings and Holdings may pay principal and interest on the Indebtedness permitted by Section 7.2(l), and the Borrower may pay dividends to Holdings or make investments in Holdings (and, if applicable, Holdings may use such proceeds to pay dividends to SuperHoldings or make investments in SuperHoldings) to permit Holdings to (or, if applicable, to permit SuperHoldings to) pay principal and interest on the Indebtedness permitted by Section 7.2(l), provided, that the aggregate amount of payments under this paragraph (d) after the Closing Date shall not exceed $1,000,000 per annum and $2,000,000 in the aggregate, net of any cash proceeds received by Holdings (or, if applicable, SuperHoldings) and contributed to the Borrower in connection with resales of any common stock or common stock options so purchased; (e) so long as no Default or Event of Default shall have occurred and be continuing after giving effect thereto, SuperHoldings or Holdings may make any Restricted Payment permitted by Section 7.2(l) in an aggregate amount not to exceed $1,000,000; provided that Restricted Payments in an aggregate amount in excess of $1,000,000 may be made so long as both immediately before and immediately after giving pro forma effect 100,000,000 prior to such Restricted Payment, (i) the Consolidated Fixed Charge Coverage Ratio for the Test Period in effect at the time such Restricted Payment is made is at least 1.20 to 1.00 (determined on a Pro Forma Basis in respect of the Test Period in effect at such time) and Second Closing Date or (ii) Availability shall not be less than 25% in excess of the Total Revolving Credit Commitments; and $250,000,000 (f) so long as no Default or Event of Default shall have occurred and be continuing after giving effect thereto, SuperHoldings or any of its Subsidiaries may purchase Capital Stock of SuperHoldings LESS Restricted Payments made pursuant to SuperHoldings’ restricted stock plan provided that clause (i)) on the aggregate purchase price for such Capital Stock (inclusive of reimbursement amounts in respect of Taxes) shall not exceed $5,000,000Second Closing Date.

Limitation on Dividends. Declare The Company will not, and will not permit any Subsidiary to, declare or pay pay, directly or indirectly, any dividend (other than dividends payable solely in common stock of the Person making such dividend) on, or make any payment or other distribution on account of, or purchase, redeem, retire or otherwise acquire (directly or indirectly), or set apart assets for a sinking or other analogous fund for, for the purchase, redemption, defeasance, retirement or other acquisition of, any shares of any class of Capital Stock of SuperHoldings, Holdings, the Borrower Company or any of their respective Subsidiaries or any warrants or options to purchase any such Capital Stock, whether now or hereafter outstandingSubsidiary Guarantor, or make any other distribution in respect thereofmake, either directly or indirectly, whether in cash or any distribution of cash, property or in obligations assets to the holders of Holdingsshares of any Capital Stock of the Company or any Subsidiary thereof (all of the foregoing, the Borrower or any of their respective Subsidiaries (collectively, “Restricted Payments”), except ; provided that: (a) the Company or any Subsidiary thereof may pay dividends in shares of the Borrower may make Restricted Payments to the Borrower or any Wholly Owned Subsidiary Guarantor (and if such Subsidiary is not a Wholly Owned Subsidiary of the Borrower, to its other holders of own Qualified Capital Stock on a pro rata basis, provided that any such Restricted Payment to such other holders of Capital Stock be attributable only to cash flows of such Subsidiary)Stock; (b) so long as no Default or Event any Subsidiary of Default shall have occurred and be continuing after giving effect the Company may pay cash dividends to the payment of any such dividend or investment, the Borrower may pay dividends to Holdings or make investments in Holdings to permit Holdings to pay scheduled cash interest payments on the Holdings Discount Notes Company or any refinancing thereof permitted by Section 7.2(h)(ii)) Subsidiary Guarantor or ratably to permit Holdings to make any payments permitted by Section 7.8(a)(ii) in an amount not to exceed the amount all holders of interest required to be paid in cash by the terms of the Holdings Discount Notes Indenture or any refinancing thereof permitted by Section 7.2(h)(ii) or the amount of such payment made pursuant to Section 7.8(a)(ii), as applicable;its outstanding Qualified Capital Stock; and (c) the Borrower Company may pay dividends declare and make (and each Subsidiary of the Company may declare and make to Holdings or make investments in Holdings enable the Company to permit Holdingsdo the same) Restricted Payments to HGC, and Holdings may pay dividends to SuperHoldings or make investments in SuperHoldings to permit SuperHoldings, to so that HGC may: (i1) pay corporate operating (including, without limitation, directors fees and expenses) and overhead expenses incurred (including, without limitation, rent, utilities and salary) in the ordinary course of business not to exceed $250,000 in any fiscal year and (ii) pay any taxes which are due fees and payable by SuperHoldingsexpenses of attorneys, Holdings accountants, appraisers and the Borrower as part of a consolidated grouplike; (d2) so long as no Default redeem, retire or Event otherwise acquire shares of Default shall have occurred and be continuing, (i) the Borrower may pay dividends to Holdings its Capital Stock or make investments options or other equity or phantom equity in Holdings (and, if applicable, Holdings may use such proceeds to pay dividends to SuperHoldings or make investments in SuperHoldings) to permit Holdings to purchase Holdings’ common stock (or, if applicable, to permit SuperHoldings to purchase SuperHoldings’ common stock) or common stock options respect of its Capital Stock from present or former officers or officers, employees, directors or consultants (or their family members or trusts or other entities for the estate, heirs or legatees benefit of such former officers or employees, of Holdings, the Borrower or any of their respective Subsidiaries upon the foregoing) or make severance payments to such Persons in connection with the death, disability or termination of employment or consultancy of any such officer officer, employee, director or employeeconsultant to the extent that such purchase is made with the Net Cash Proceeds of any offering of equity securities of or capital contributions to HGC; (3) make cash payments under the Management Agreement; (4) pay cash dividends to holders of its outstanding Qualified Capital Stock; and (5) (A) make required payments of principal and interest under the HGC Credit Agreement in an amount up to the greater of $10,000,000 during any period of four consecutive fiscal quarters or the Aggregate Cash Available for Distribution or (B) prepay any amount outstanding under the HGC Credit Agreement with Net Cash Proceeds to the extent not applied to the prepayment of the Indebtedness under the Credit Agreement pursuant to Section 2.4(b)(iii) and Section 2.4(b)(iv) of the Credit Agreement or the Notes pursuant to Section 8.7 hereof. Notwithstanding the foregoing, the Company shall only be permitted to make Restricted Payments pursuant to clauses (c)(3), (c)(4), and (iic)(5)(B) SuperHoldings and Holdings may pay principal and interest on of this Section 10.5 to the Indebtedness permitted by Section 7.2(lextent, after giving to any such Restricted Payment, Aggregate Cash Available for Distribution would not be less than $0; provided that, the Company shall be prohibited from making any Restricted Payment pursuant to clauses (c)(3), and the Borrower may pay dividends to Holdings or make investments in Holdings (and, if applicable, Holdings may use such proceeds to pay dividends to SuperHoldings or make investments in SuperHoldings) to permit Holdings to (or, if applicable, to permit SuperHoldings to) pay principal and interest on the Indebtedness permitted by Section 7.2(l), provided, that the aggregate amount of payments under this paragraph (d) after the Closing Date shall not exceed $1,000,000 per annum and $2,000,000 in the aggregate, net of any cash proceeds received by Holdings (or, if applicable, SuperHoldingsc)(4) and contributed to (c)(5) of this Section 10.5 during the Borrower in connection with resales occurrence and continuance of any common stock or common stock options so purchased; (e) so long as no a Default or Event of Default shall have occurred and be continuing after giving effect thereto, SuperHoldings or Holdings may make any Restricted Payment permitted by Section 7.2(l) in an aggregate amount not to exceed $1,000,000; provided that Restricted Payments in an aggregate amount in excess of $1,000,000 may be made so long as both immediately before and immediately after giving pro forma effect to such Restricted Payment, (i) the Consolidated Fixed Charge Coverage Ratio for the Test Period in effect at the time such Restricted Payment is made is at least 1.20 to 1.00 (determined on a Pro Forma Basis in respect of the Test Period in effect at such time) and (ii) Availability shall not be less than 25% of the Total Revolving Credit Commitments; and (f) so long as no Default or Event of Default shall have occurred and be continuing after giving effect thereto, SuperHoldings or any of its Subsidiaries may purchase Capital Stock of SuperHoldings pursuant to SuperHoldings’ restricted stock plan provided that the aggregate purchase price for such Capital Stock (inclusive of reimbursement amounts in respect of Taxes) shall not exceed $5,000,000Default.

Limitation on Dividends. Declare or pay any dividend (other than dividends payable solely in common stock of the Person making such dividendHoldings) on, or make any payment on account of, or set apart assets for a sinking or other analogous fund for, the purchase, redemption, defeasance, retirement or other acquisition of, any shares of any class of Capital Stock of SuperHoldings, Holdings, the Borrower or any of their respective Subsidiaries Holdings or any warrants or options to purchase any such Capital Stock, whether now or hereafter outstanding, or make any other distribution in respect thereof, either directly or indirectly, whether in cash or property or in obligations of Holdings, the Borrower Holdings or any Subsidiary thereof, or make any management fee, consulting fee, investment banking fee or similar payment to any holder of their respective Subsidiaries any Capital Stock of Holdings or any Affiliate thereof (collectivelyall such declarations, “payments, setting apart, purchases, redemptions, defeasances, retirements, acquisitions, distributions and payments being herein called "Restricted Payments”"), except that: (a) any Subsidiary Holdings may repurchase or redeem the Warrants in accordance with the terms thereof and of the Borrower may make Restricted Payments to the Borrower or any Wholly Owned Subsidiary Guarantor (and if such Subsidiary is not a Wholly Owned Subsidiary of the Borrower, to its other holders of Capital Stock on a pro rata basis, provided that any such Restricted Payment to such other holders of Capital Stock be attributable only to cash flows of such Subsidiary)Warrant Agreements; (b) so long as no Default or Event of Default shall have has occurred and be is continuing after giving effect to the payment of any such dividend or investmentwould result therefrom, Holdings may make payments pursuant to, and in accordance with, the Borrower may pay dividends to Holdings or make investments in Holdings to permit Holdings to pay scheduled cash interest payments on the Holdings Discount Notes or any refinancing thereof permitted by Section 7.2(h)(ii)) or to permit Holdings to make any payments permitted by Section 7.8(a)(ii) in an amount not to exceed the amount of interest required to be paid in cash by the terms of the Holdings Discount Notes Indenture or any refinancing thereof permitted by Section 7.2(h)(ii) or the amount of such payment made pursuant to Section 7.8(a)(ii), as applicableManagement Fee Agreement; (c) so long as no Default or Event of Default has occurred and is continuing or would result therefrom, Holdings may make cash payments in respect of any purchase, redemption, defeasance, retirement or other acquisition of any shares of any class of Capital Stock of Holdings from Management Stockholders (as defined in the Borrower may pay dividends to Holdings or make investments in Holdings to permit HoldingsStockholders Agreement) required pursuant to, and Holdings may pay dividends to SuperHoldings or make investments in SuperHoldings to permit SuperHoldingsaccordance with the terms of, to the Stockholders Agreement, PROVIDED that the aggregate amount so paid in cash during the term of this Agreement shall not exceed (i) pay corporate overhead expenses incurred in the ordinary course of business not to exceed $250,000 in any fiscal year the case of all such purchases, redemptions, defeasances, retirements or other acquisitions of such shares made at a purchase price per share equal to the original cost therefor paid by such Management Stockholder and (ii) pay any taxes which are due and payable by SuperHoldings$500,000 in the case of all such purchases, Holdings and redemptions, defeasances, retirements or other acquisitions of such shares made at a purchase price per share equal to the Borrower Fair Market Value (as part defined in the Stockholders' agreement) thereof pursuant to Section 5 of a consolidated groupthe Stockholders' Agreement; (d) so long as no Default or Event of Default shall have has occurred and be continuing, (i) the Borrower may pay dividends to Holdings is continuing or make investments in Holdings (and, if applicablewould result therefrom, Holdings may use distribute amounts to SCC in respect of the portion of the combined tax liability of SCC and its Subsidiaries attributable to Holdings and its Subsidiaries, after giving effect to any net operating loss carryforwards available to SCC to reduce any such proceeds tax liability, pursuant to pay dividends and in accordance with the terms of the Tax Sharing Agreement, PROVIDED that Holdings shall have provided to SuperHoldings or make investments in SuperHoldings) to permit Holdings to purchase Holdings’ common stock (or, if applicable, to permit SuperHoldings to purchase SuperHoldings’ common stock) or common stock options from present or former officers or employees, or the estate, heirs or legatees Administrative Agent a certificate of a Responsible Officer setting forth the calculation of the amount of such former officers or employees, of Holdings, the Borrower or any of their respective Subsidiaries upon the death, disability or termination of employment of such officer or employee, and (ii) SuperHoldings and Holdings may pay principal and interest on the Indebtedness permitted by Section 7.2(l), and the Borrower may pay dividends to Holdings or make investments dividend in Holdings (reasonable detail; and, if applicable, Holdings may use such proceeds to pay dividends to SuperHoldings or make investments in SuperHoldings) to permit Holdings to (or, if applicable, to permit SuperHoldings to) pay principal and interest on the Indebtedness permitted by Section 7.2(l), provided, that the aggregate amount of payments under this paragraph (d) after the Closing Date shall not exceed $1,000,000 per annum and $2,000,000 in the aggregate, net of any cash proceeds received by Holdings (or, if applicable, SuperHoldings) and contributed to the Borrower in connection with resales of any common stock or common stock options so purchased; (e) so long as no Default or Event of Default shall have has occurred and be is continuing after giving effect theretoor would result therefrom, SuperHoldings or Holdings may make any Restricted Payment permitted by Section 7.2(ldistribute amounts to SCC for the purpose of redeeming Zero Coupon Preferred Stock pursuant to Sections G(a), (b), or (c) of the Zero Coupon Certificate of Designations, in an aggregate amount amounts not to exceed $1,000,000; provided that Restricted Payments in an aggregate amount in excess of $1,000,000 may be made so long as both immediately before and immediately after giving pro forma effect to such Restricted Payment, (i) the Consolidated Fixed Charge Coverage Ratio for the Test Period in effect at the time such Restricted Payment is made is at least 1.20 to 1.00 (determined on a Pro Forma Basis in respect of the Test Period in effect at such time) and (ii) Availability shall not be less than 25% of the Total Revolving Credit Commitments; and (f) so long as no Default or Event of Default shall have occurred and be continuing after giving effect thereto, SuperHoldings or any of its Subsidiaries may purchase Capital Stock of SuperHoldings pursuant to SuperHoldings’ restricted stock plan provided that the aggregate purchase redemption price for such Capital Stock (inclusive of reimbursement amounts in respect of Taxes) shall not exceed $5,000,000therefor.

Limitation on Dividends. Declare or pay any dividend (other than dividends payable solely in common stock of the Person making such dividend) on, or make any payment on account of, or set apart assets for a sinking or other analogous fund for, the purchase, redemption, defeasance, retirement or other acquisition of, of any shares of any class of Capital Stock of SuperHoldings, Holdings, the Borrower Packard or any of their respective Subsidiaries Subsidiary or any warrants or options to purchase any such Capital Stock, whether now or hereafter outstanding, or make any other distribution in respect thereof, either directly or indirectly, whether in cash or property or in obligations of Holdings, the Borrower Packard or any of their respective Subsidiaries Subsidiary (collectively, “Restricted Payments”"RESTRICTED PAYMENTS"), except that: that (ai) any Subsidiary of the Borrower may make Restricted Payments to the Borrower Packard or any Wholly Owned Subsidiary Guarantor Guarantor, (ii) any Foreign Subsidiary may make Restricted Payments to any other Subsidiary; and if such Subsidiary is not a Wholly Owned Subsidiary of the Borrower, to its other holders of Capital Stock on a pro rata basis, provided that any such Restricted Payment to such other holders of Capital Stock be attributable only to cash flows of such Subsidiary); (biii) so long as no Default or Event of Default shall have has occurred and be continuing after giving effect to the payment is continuing, Packard and any of any such dividend its Subsidiaries may (A) (1) repurchase shares of its Capital Stock from employees, former employees, directors or investment, the Borrower may pay dividends to Holdings or make investments in Holdings to permit Holdings to pay scheduled cash interest payments on the Holdings Discount Notes former directors of Packard or any refinancing thereof permitted by Section 7.2(h)(ii)) or of its Subsidiaries pursuant to permit Holdings to make any payments permitted by Section 7.8(a)(ii) in an amount not to exceed the amount of interest required to be paid in cash by the terms of the Holdings Discount Notes Indenture agreements (including employment agreements) or plans (or amendments thereto) approved by the Board of Directors of Packard under which such individuals purchase or sell or are granted the option to purchase or sell, shares of such Capital Stock and (2) in addition to any refinancing thereof other repurchases expressly permitted by the foregoing provisions of this Section 7.2(h)(ii) or the amount 9.6, repurchase shares of such payment made pursuant to Section 7.8(a)(ii)its Capital Stock from any Person, as applicable; (c) the Borrower may pay dividends to Holdings or make investments PROVIDED, in Holdings to permit Holdings, and Holdings may pay dividends to SuperHoldings or make investments in SuperHoldings to permit SuperHoldings, to (i) pay corporate overhead expenses incurred in the ordinary course of business not to exceed $250,000 in any fiscal year and (ii) pay any taxes which are due and payable by SuperHoldings, Holdings and the Borrower as part of a consolidated group; (d) so long as no Default or Event of Default shall have occurred and be continuing, (i) the Borrower may pay dividends to Holdings or make investments in Holdings (and, if applicable, Holdings may use such proceeds to pay dividends to SuperHoldings or make investments in SuperHoldings) to permit Holdings to purchase Holdings’ common stock (or, if applicable, to permit SuperHoldings to purchase SuperHoldings’ common stock) or common stock options from present or former officers or employees, or the estate, heirs or legatees of such former officers or employees, of Holdings, the Borrower or any of their respective Subsidiaries upon the death, disability or termination of employment of such officer or employee, and (ii) SuperHoldings and Holdings may pay principal and interest on the Indebtedness permitted by Section 7.2(l), and the Borrower may pay dividends to Holdings or make investments in Holdings (and, if applicable, Holdings may use such proceeds to pay dividends to SuperHoldings or make investments in SuperHoldings) to permit Holdings to (or, if applicable, to permit SuperHoldings to) pay principal and interest on the Indebtedness permitted by Section 7.2(l), providedeach case, that the aggregate amount of payments under this paragraph such repurchases in any calendar year (dexcluding any such repurchases made through the issuance of Management Notes) after permitted by clause (1) (collectively, "MANAGEMENT STOCK PAYMENTS") and clause (2) above, when added to the Closing Date amount of any Management Note Payments made during such calendar year, shall not exceed $1,000,000 per annum 5,000,000 and $2,000,000 in the aggregate, net of any cash proceeds received by Holdings (or, if applicable, SuperHoldingsB) and contributed to the Borrower in connection with resales of any common stock or common stock options so purchased; (e) so long as no Default or Event of Default shall have occurred and be continuing after giving effect thereto, SuperHoldings or Holdings Packard may make any Restricted Payment permitted by Section 7.2(l) in an aggregate amount not to exceed $1,000,000; provided that Restricted Payments in an aggregate amount in excess of $1,000,000 may be made so long as both immediately before and immediately after giving pro forma effect to such Restricted Payment, (i) the Consolidated Fixed Charge Coverage Ratio for the Test Period in effect at the time such Restricted Payment is made is at least 1.20 to 1.00 (determined on a Pro Forma Basis cash payments in respect of the Test Period in effect at such time) and (ii) Availability shall not be less than 25% tax obligations of the Total Revolving Credit Commitments; and (f) so long as no Default employees or Event directors of Default shall have occurred and be continuing after giving effect thereto, SuperHoldings Packard or any of its Subsidiaries may resulting from the exercise by such Persons of options to purchase Capital Stock common stock of SuperHoldings pursuant to SuperHoldings’ restricted stock plan provided that Packard in exchange for a corresponding reduction in the aggregate purchase price for number of shares obtainable upon such Capital Stock (inclusive of reimbursement amounts in respect of Taxes) shall not exceed $5,000,000exercise.

Limitation on Dividends. Declare or pay any dividend (other than dividends payable solely in common stock of the Person making such dividendParent Borrower or options, warrants or other rights to purchase common stock of the Parent Borrower) on, or make any payment on account of, or set apart assets for a sinking or other analogous fund for, the purchase, redemption, defeasance, retirement or other acquisition of, any shares of any class of Capital Stock of SuperHoldings, Holdings, the Parent Borrower or any of their respective its Subsidiaries or any warrants or options to purchase any such Capital Stock, whether now or hereafter outstanding, or make any other distribution (other than distributions payable solely in common stock of the Parent Borrower or options, warrants or other rights to purchase common stock of the Parent Borrower) in respect thereof, either directly or indirectly, whether in cash or property or in obligations of Holdings, the Parent Borrower or any of their respective Subsidiaries (collectively, “Restricted Payments”)its Subsidiaries, except that: (a) any Subsidiary of the Parent Borrower may pay dividends or return capital or make Restricted Payments distributions and other similar payments with regard to its Capital Stock to the Parent Borrower or any Wholly Owned Subsidiary Guarantor (and if such Subsidiary is not to a Wholly Wholly-Owned Subsidiary of the Borrower, Parent Borrower which owns equity therein; (b) any non-Wholly-Owned Subsidiary of the Parent Borrower may pay dividends or return capital or make distributions and other similar payments to its shareholders generally so long as the Parent Borrower or its respective Subsidiary which owns the Capital Stock in the Subsidiary paying such dividends or returning such capital or making such distributions and other holders similar payments receives at least its proportionate share thereof (based upon its relative holding of the Capital Stock in the Subsidiary paying such dividends or returning such capital or making such distributions and other similar payments and taking into account the relative preferences, if any, of the various classes of Capital Stock on a pro rata basis, provided that any such Restricted Payment to such other holders of Capital Stock be attributable only to cash flows of such Subsidiary); (bc) the Parent Borrower and any of its Subsidiaries may pay cash dividends in an amount sufficient to allow any Parent Entity to pay expenses (other than taxes) incurred in the ordinary course of business, provided that, if any Parent Entity shall own any material assets other than the Capital Stock of Holdings or another Parent Entity or other assets relating to the ownership interest of such Parent Entity in another Parent Entity, the Parent Borrower or Subsidiaries of the Parent Borrower, such cash dividends with respect to such Parent Entity shall be limited to the reasonable and proportional share, as determined by the Parent Borrower in its reasonable discretion, of such expenses incurred by such Parent Entity relating or allocable to its ownership interest in the Parent Borrower or another Parent Entity and such other related assets; (d) the Parent Borrower and any of its Subsidiaries may pay cash dividends in an amount sufficient to cover reasonable and necessary expenses (including professional fees and expenses) (other than taxes) incurred by any Parent Entity in connection with (i) registration, public offerings and exchange listing of equity or debt securities and maintenance of the same, (ii) compliance with reporting obligations under, or in connection with compliance with, federal or state laws or under this Agreement or any of the other Loan Documents and (iii) indemnification and reimbursement of directors, officers and employees in respect of liabilities relating to their serving in any such capacity, or obligations in respect of director and officer insurance (including premiums therefor), provided that, in the case of sub-clause (i) above, if any Parent Entity shall own any material assets other than the Capital Stock of Holdings or another Parent Entity or other assets relating to the ownership interest of such Parent Entity in another Parent Entity, Holdings or its Subsidiaries, with respect to such Parent Entity such cash dividends shall be limited to the reasonable and proportional share, as determined by the Parent Borrower in its reasonable discretion, of such expenses incurred by such Parent Entity relating or allocable to its ownership interest in another Parent Entity, Holdings and such other assets; (e) the Parent Borrower and any of its Subsidiaries may pay, without duplication, cash dividends (i) pursuant to the Tax Sharing Agreement and (ii) to pay or permit any Parent Entity to pay any Related Taxes; (f) the Parent Borrower and any of its Subsidiaries may pay cash dividends in an amount sufficient to allow any Parent Entity to repurchase shares of its Capital Stock or rights, options or units in respect thereof from any Management Investors or former Management Investors (or any of their respective heirs, successors, assigns, legal representatives or estates), or as otherwise contemplated by any Management Subscription Agreements, for an aggregate purchase price not to exceed $10,000,000; provided that such amount shall be increased by (i) an amount equal to $2,500,000 on each anniversary of the Closing Date, commencing on the first anniversary of the Closing Date and (ii) an amount equal to the proceeds to the Parent Borrower (whether received by it directly or from a Parent Entity or applied to pay Parent Entity Expenses) of any resales or new issuances of shares and options to any Management Investors, at any time after the initial issuances to any Management Investors, together with the aggregate amount of deferred compensation owed by the Parent Borrower or any of its Subsidiaries to any Management Investor that shall thereafter have been cancelled, waived or exchanged at any time after the initial issuances to any thereof in connection with the grant to such Management Investor of the right to receive or acquire shares of Holdings’ or any Parent Entity’s Capital Stock; (g) the Parent Borrower and any of its Subsidiaries may pay cash dividends in an amount sufficient to allow any Parent Entity to pay all fees and expenses incurred in connection with the Transaction and the other transactions expressly contemplated by this Agreement and the other Loan Documents, and to allow Holdings to perform its obligations under or in connection with the Loan Documents to which it is a party; (h) the Parent Borrower and any of its Subsidiaries may pay a cash dividend to Holdings (and Holdings may use the cash proceeds thereof to pay a cash dividend directly or indirectly to any Parent Entity), in each case on the Closing Date to give effect to the Recapitalization; (i) in addition to the foregoing dividends, the Parent Borrower and any of its Subsidiaries may pay additional dividends, payments and distributions not otherwise permitted pursuant to this subsection 8.7; provided that, at the time such dividend, payment or distribution is made the Payment Conditions are satisfied; (j) the Parent Borrower and any of its Subsidiaries may pay dividends in an amount sufficient to allow any Parent Entity to pay all fees, expenses, purchase price adjustments and other obligations (other than any obligation (other than Related Taxes) related to the Seller Notes) incurred pursuant to the Recapitalization Agreement as in effect on the date hereof or the Indemnification Agreement (as defined in the Recapitalization Agreement) as in effect on the date hereof; and (k) so long as no Default or Event of Default shall have has occurred and be is continuing after giving effect to the payment of any such dividend or investmentwould result therefrom, the Parent Borrower and any of its Subsidiaries may pay dividends to Holdings or make investments in Holdings to permit Holdings to pay scheduled cash interest payments on the Holdings Discount Notes or any refinancing thereof permitted by Section 7.2(h)(ii)) or to permit Holdings to make any payments permitted by Section 7.8(a)(ii) in an amount not to exceed the amount of interest required to be paid in cash by the terms of the Holdings Discount Notes Indenture or any refinancing thereof permitted by Section 7.2(h)(ii) or the amount of such payment made pursuant to Section 7.8(a)(ii), as applicable; (c) the Borrower may pay dividends to Holdings or make investments in Holdings to permit Holdings, and Holdings may pay dividends to SuperHoldings or make investments in SuperHoldings to permit SuperHoldings, to (i) pay corporate overhead expenses incurred in the ordinary course of business not to exceed $250,000 in any fiscal year and (ii) pay any taxes which are due and payable by SuperHoldings, Holdings and the Borrower as part of a consolidated group; (d) so long as no Default or Event of Default shall have occurred and be continuing, (i) the Borrower may pay dividends to Holdings or make investments in Holdings (and, if applicable, Holdings may use such proceeds to pay dividends to SuperHoldings or make investments in SuperHoldings) to permit Holdings to purchase Holdings’ common stock (or, if applicable, to permit SuperHoldings to purchase SuperHoldings’ common stock) or common stock options from present or former officers or employees, or the estate, heirs or legatees of such former officers or employees, of Holdings, the Borrower or any of their respective Subsidiaries upon the death, disability or termination of employment of such officer or employee, and (ii) SuperHoldings and Holdings may pay principal and interest on the Indebtedness permitted by Section 7.2(l), and the Borrower may pay dividends to Holdings or make investments in Holdings (and, if applicable, Holdings may use such proceeds to pay dividends to SuperHoldings or make investments in SuperHoldings) to permit Holdings to (or, if applicable, to permit SuperHoldings to) pay principal and interest on the Indebtedness permitted by Section 7.2(l), provided, dividends; provided that the aggregate amount of payments under such dividends pursuant to this paragraph clause (dk), when aggregated with (i) after all Guarantee Obligations outstanding pursuant to subsection 8.4(o), (ii) all Investments (determined as the Closing Date shall not exceed $1,000,000 per annum and $2,000,000 in amount originally advanced, loaned or otherwise invested, less any returns on the aggregate, net of any cash proceeds received by Holdings (or, if applicable, SuperHoldings) and contributed to the Borrower in connection with resales of any common stock or common stock options so purchased; (e) so long as no Default or Event of Default shall have occurred and be continuing after giving effect thereto, SuperHoldings or Holdings may make any Restricted Payment permitted by Section 7.2(l) in an aggregate amount respective Investment not to exceed $1,000,000; provided that Restricted Payments in an aggregate the original amount in excess of $1,000,000 may be made so long as both immediately before invested) outstanding pursuant to paragraphs 8.8(k) and immediately after giving pro forma effect to such Restricted Payment(o), (iiii) the Consolidated Fixed Charge Coverage Ratio for the Test Period in effect at the time such Restricted Payment is made is at least 1.20 to 1.00 (determined on a Pro Forma Basis all cash consideration paid in respect of the Test Period in effect at such timeacquisitions pursuant to paragraph 8.9(b)(iii) and (iiiv) Availability shall not be less than 25% of the Total Revolving Credit Commitments; and (f) so long as no Default or Event of Default shall have occurred and be continuing after giving effect thereto, SuperHoldings or any of its Subsidiaries may purchase Capital Stock of SuperHoldings all optional prepayments made pursuant to SuperHoldings’ restricted stock plan provided that the aggregate purchase price for such Capital Stock (inclusive of reimbursement amounts in respect of Taxes) shall subsection 8.13(f), do not at any time exceed $5,000,000100,000,000.

Limitation on Dividends. (a) Declare or pay any dividend (other than dividends payable solely in common stock of the Person making such dividendBorrower) on, or make any payment on account of, or set apart assets for a sinking or other analogous fund for, the purchase, redemption, defeasance, retirement or other acquisition of, any shares of any class of Capital Stock of SuperHoldings, Holdings, the Borrower or any of their respective Subsidiaries or any warrants or options to purchase any such Capital Stock, whether now or hereafter outstanding, or make any other distribution in respect thereof, either directly or indirectly, whether in cash or property or in obligations of Holdings, the Borrower or any of their respective Subsidiaries Subsidiary (collectivelysuch declarations, “Restricted Payments”payments, setting apart, purchases, redemptions, defeasance, retirements, acquisitions and distributions being herein called "RESTRICTED PAYMENTS"), except that: (a) any Subsidiary of the Borrower may make Restricted Payments to the Borrower or any Wholly Owned Subsidiary Guarantor (and if such Subsidiary is not a Wholly Owned Subsidiary of the Borrower, to its other holders of Capital Stock on a pro rata basis, provided that any such Restricted Payment to such other holders of Capital Stock be attributable only to cash flows of such Subsidiary); (b) ; PROVIDED THAT so long as no Default or Event of Default shall have has occurred and be continuing after giving effect to the payment of any such dividend or investmentis continuing, the Borrower and its Subsidiaries may pay dividends to Holdings or (i) make investments Restricted Payments in Holdings to permit Holdings to pay scheduled cash interest payments on the Holdings Discount Notes or any refinancing thereof permitted by Section 7.2(h)(ii)) or to permit Holdings to make any payments permitted by Section 7.8(a)(ii) in an amount fiscal year not to exceed $1,000,000 in the amount aggregate, (ii) make Restricted Payments not to exceed $3,000,000 in the aggregate in any fiscal year or $6,000,000 in the aggregate on a cumulative basis after the Closing Date to permit the Borrower to repurchase shares of interest required to be paid its common stock or rights, options or units thereof in cash by respect of any management subscription or similar employment agreement and (iii) make Restricted Payments consisting of Specified Preferred Stock. (b) Permit the terms of any Contractual Obligation of any Subsidiary to prohibit or limit the Holdings Discount Notes Indenture ability of any Subsidiary to declare or pay any dividend or make any payment or other distribution, either directly or indirectly, to or for the account of the Borrower or any refinancing thereof permitted by Section 7.2(h)(ii) or the amount other wholly-owned Subsidiary of such payment made pursuant to Section 7.8(a)(ii), as applicable; (c) the Borrower may pay dividends to Holdings or make investments in Holdings to permit Holdings, and Holdings may pay dividends to SuperHoldings or make investments in SuperHoldings to permit SuperHoldings, provided that this subsection 8.8(b) shall not apply to (iA) pay corporate overhead expenses incurred purchase money obligations or Financing Leases (or refinancings thereof that impose no more restrictive restrictions ) for property acquired in the ordinary course of business not to exceed $250,000 in any fiscal year and (ii) pay any taxes which are due and payable by SuperHoldings, Holdings and that impose restrictions solely on the Borrower as part of a consolidated group; (d) property so long as no Default or Event of Default shall have occurred and be continuingacquired, (iB) restrictions with respect to a Subsidiary imposed pursuant to a binding agreement which has been entered into for the Borrower may pay dividends to Holdings sale or make investments in Holdings disposition (and, if applicable, Holdings may use such proceeds to pay dividends to SuperHoldings including by merger or make investments in SuperHoldingsconsolidation) to permit Holdings to purchase Holdings’ common stock (or, if applicable, to permit SuperHoldings to purchase SuperHoldings’ common stock) of all or common stock options from present substantially all of the Capital Stock or former officers or employees, or the estate, heirs or legatees assets of such former officers or employeesSubsidiary, of Holdings, the Borrower or any of their respective Subsidiaries upon the death, disability or termination of employment of such officer or employee, and (ii) SuperHoldings and Holdings may pay principal and interest on the Indebtedness permitted by Section 7.2(l), and the Borrower may pay dividends to Holdings or make investments in Holdings (and, if applicable, Holdings may use such proceeds to pay dividends to SuperHoldings or make investments in SuperHoldings) to permit Holdings to (or, if applicable, to permit SuperHoldings to) pay principal and interest on the Indebtedness permitted by Section 7.2(l), provided, that the aggregate amount of payments under this paragraph (d) after the Closing Date shall not exceed $1,000,000 per annum and $2,000,000 in the aggregate, net of any cash proceeds received by Holdings (or, if applicable, SuperHoldings) and contributed to the Borrower in connection with resales of any common stock or common stock options so purchased; (e) so long as no Default or Event of Default shall have occurred and be continuing after giving effect thereto, SuperHoldings or Holdings may make any Restricted Payment permitted by Section 7.2(l) in an aggregate amount not to exceed $1,000,000; provided that Restricted Payments in an aggregate amount in excess of $1,000,000 may be made so long as both immediately before and immediately after giving pro forma effect such restrictions apply solely to such Restricted Payment, (i) the Consolidated Fixed Charge Coverage Ratio for the Test Period in effect at the time such Restricted Payment is made is at least 1.20 to 1.00 (determined on a Pro Forma Basis in respect of the Test Period in effect at such time) and (ii) Availability shall not be less than 25% of the Total Revolving Credit Commitments; and (f) so long as no Default or Event of Default shall have occurred and be continuing after giving effect thereto, SuperHoldings or any of its Subsidiaries may purchase Capital Stock of SuperHoldings pursuant to SuperHoldings’ restricted stock plan provided that the aggregate purchase price for such Capital Stock or asset of such Subsidiary and such sale or disposition is otherwise permitted pursuant to this Agreement and (inclusive C) restrictions arising by reason of reimbursement amounts customary non-assignment or no-subletting clauses in respect leases or other contracts entered into in the ordinary course of Taxes) shall not exceed $5,000,000business.

Limitation on Dividends. Declare or pay any dividend (other than dividends payable solely in common stock on any ----------------------- shares of the Person making such dividend) onany class of Capital Stock, or make any payment on account of, or set apart assets for a sinking or other analogous fund for, the purchase, redemption, defeasance, retirement or other acquisition of, of any shares of any class of Capital Stock of SuperHoldingsStock, Holdings, the Borrower or any of their respective Subsidiaries or any warrants or options to purchase any such Capital Stock, whether now or hereafter outstanding, or make any other distribution in respect thereof, either directly or indirectly, whether in cash or property or in obligations of Holdings, the Borrower or any of their respective Subsidiaries (collectively, “Restricted Payments”), its Subsidiaries; except that: (a) any Subsidiary of the Borrower Subsidiaries may make Restricted Payments pay dividends to the Borrower or any Wholly Owned Subsidiary Guarantor (and if such Subsidiary is not a Wholly Owned Subsidiary to Domestic Subsidiaries of the BorrowerBorrower which are directly or indirectly wholly-owned by the Borrower (or, in case of Foreign Subsidiaries, to its other holders the Borrower or Subsidiaries of Capital Stock on a pro rata basis, provided that any such Restricted Payment to such other holders of Capital Stock be attributable only to cash flows of such Subsidiarythe Borrower which are directly or indirectly wholly-owned by the Borrower); (b) so long as no Default or Event of Default shall have occurred and be continuing after giving effect to the payment of any such dividend or investment, the Borrower and its Subsidiaries may pay dividends to Holdings or make investments dividends or distributions to any holder of its Capital Stock in Holdings to permit Holdings to pay scheduled cash interest payments on the Holdings Discount Notes or any refinancing thereof permitted by Section 7.2(h)(ii)) or to permit Holdings to make any payments permitted by Section 7.8(a)(ii) in an amount not to exceed the amount form of interest required to be paid in cash by the terms additional shares of Capital Stock of the Holdings Discount Notes Indenture or any refinancing thereof permitted by Section 7.2(h)(ii) or the amount of such payment made pursuant to Section 7.8(a)(ii), as applicablesame class and type; (c) the Borrower may pay dividends repurchase or provide the funds to Holdings to repurchase Capital Stock of Holdings owned by former, present or make investments in Holdings to permit future employees of Holdings, the Borrower or its Subsidiaries or their assigns, estates and Holdings may pay dividends heirs, provided that the aggregate amount expended by the -------- Borrower pursuant to SuperHoldings or make investments this clause (c) shall not in SuperHoldings to permit SuperHoldings, to the aggregate exceed (i) $2,500,000 in any fiscal year or (ii) $10,000,000 during the term of this Agreement, plus any amounts contributed to Holdings as a result of resales of such repurchased shares of Capital Stock; and (i) the Borrower may make distributions to Holdings to allow Holdings to pay corporate overhead its operating and administrative expenses incurred in the ordinary course of business an amount not to exceed $250,000 in any 2,000,000 per fiscal year and (ii) pay any taxes which are due and payable by SuperHoldings, Holdings and the Borrower as part of a consolidated group; (d) so long as no Default or Event of Default shall have occurred and be continuing, (i) the Borrower may pay dividends make distributions directly or indirectly to Holdings or make investments in amounts equal to amounts required for Holdings (and, if applicable, Holdings may use such proceeds to pay dividends taxes to SuperHoldings or the extent Holdings is liable for such taxes and such taxes are attributable to the operations of the Borrower and its Subsidiaries; provided, however, that the Borrower shall -------- ------- not make investments any such tax distributions in SuperHoldings) to permit Holdings to purchase Holdings’ common stock (or, if applicable, to permit SuperHoldings to purchase SuperHoldings’ common stock) or common stock options from present or former officers or employees, or the estate, heirs or legatees excess of its and its Subsidiaries stand alone tax liability in respect of such former officers or employees, of Holdingstaxes and (iii) if no Default has occurred and is continuing, the Borrower or may make distributions to Holdings to fund, as and when due, payments of regularly scheduled interest in respect of any of their respective Subsidiaries upon Subordinated Debt incurred by Holdings to the death, disability or termination of employment of extent such officer or employee, and (ii) SuperHoldings and Holdings may pay principal and interest on Subordinated Debt would have been permitted to be incurred by the Indebtedness permitted Borrower by Section 7.2(l)8.1(i) hereof, and the Borrower may pay dividends to Holdings or make investments in Holdings (and, if applicable, Holdings may use such proceeds to pay dividends to SuperHoldings or make investments in SuperHoldings) to permit Holdings to (or, if applicable, to permit SuperHoldings to) pay principal and interest on the Indebtedness permitted by Section 7.2(l), provided, that the aggregate amount of other than payments under this paragraph (d) after the Closing Date shall not exceed $1,000,000 per annum and $2,000,000 in the aggregate, net of any cash proceeds received by Holdings (or, if applicable, SuperHoldings) and contributed to the Borrower in connection with resales of any common stock or common stock options so purchased; (e) so long as no Default or Event of Default shall have occurred and be continuing after giving effect thereto, SuperHoldings or Holdings may make any Restricted Payment permitted by Section 7.2(l) in an aggregate amount not to exceed $1,000,000; provided that Restricted Payments in an aggregate amount in excess of $1,000,000 may be made so long as both immediately before and immediately after giving pro forma effect to such Restricted Payment, (i) the Consolidated Fixed Charge Coverage Ratio for the Test Period in effect at the time such Restricted Payment is made is at least 1.20 to 1.00 (determined on a Pro Forma Basis in respect of the Test Period in effect at such time) and (ii) Availability shall not be less than 25% of Subordinated Debt prohibited by the Total Revolving Credit Commitments; and (f) so long as no Default or Event of Default shall have occurred and be continuing after giving effect thereto, SuperHoldings or any of its Subsidiaries may purchase Capital Stock of SuperHoldings pursuant to SuperHoldings’ restricted stock plan provided that the aggregate purchase price for such Capital Stock (inclusive of reimbursement amounts in respect of Taxes) shall not exceed $5,000,000subordination provisions thereof.

Limitation on Dividends. Declare or pay any dividend (other ------------------------------ than dividends payable solely in common stock of the Person making such dividendPerson) on, or make any payment on account of, or set apart assets for a sinking or other analogous fund for, the purchase, redemption, defeasance, retirement or other acquisition of, any shares of any class of Capital Stock of SuperHoldings, Holdings, the Borrower or any of their respective Subsidiaries such Person or any warrants or options to purchase any such Capital Stock, whether now or hereafter outstanding, or make any other distribution in respect thereof, either directly or indirectly, whether in cash or property or in obligations of Holdings, the Borrower Holdings or any of their respective Subsidiaries (collectively, “Restricted Payments”), except that: (a) any Subsidiary of the Borrower may make Restricted Payments to the Borrower or any Wholly Owned Subsidiary Guarantor (and Holdings, except that if such Subsidiary is not a Wholly Owned Subsidiary of the Borrower, to its other holders of Capital Stock on a pro rata basis, provided that any such Restricted Payment to such other holders of Capital Stock be attributable only to cash flows of such Subsidiary); (b) so long as no Default or Event of Default shall have occurred exists or would reasonably be expected to be caused thereby (i) Subsidiaries of Holdings may declare and be continuing after giving effect to the payment of any such dividend or investment, the Borrower may pay dividends to Holdings or make investments in Holdings (to permit Holdings the extent necessary to pay scheduled cash interest payments on on, or redeem, the Holdings Discount Notes or any refinancing thereof permitted by Section 7.2(h)(ii)) TIDES Debentures or to permit cover operating expenses of Holdings) and other shareholders of such Subsidiaries and the TIDES Trust may redeem the TIDES as contemplated by the TIDES Declaration of Trust, (ii) Holdings to make any payments permitted by Section 7.8(a)(ii) in an amount not to exceed may repurchase or redeem shares of Holdings common stock from its employees and former employees so long as the aggregate amount of interest required all such repurchases since the Closing Date does not exceed $7,500,000, (iii) Holdings may make open market repurchases of shares of Holdings common stock so long as the aggregate amount of all such repurchases since the Closing Date does not exceed $25,000,000, (iv) Holdings may declare or pay dividends on and make mandatory stock repurchases (pursuant to be paid in cash by the terms of the applicable certificate of designation) of its preferred stock, if any, (v) Holdings Discount Notes Indenture may declare or any refinancing thereof permitted by Section 7.2(h)(ii) or the amount of such payment made pursuant to Section 7.8(a)(ii), as applicable; (c) the Borrower may pay dividends to on shares of Holdings or make investments in Holdings to permit Holdings, and Holdings may pay dividends to SuperHoldings or make investments in SuperHoldings to permit SuperHoldings, to (i) pay corporate overhead expenses incurred in the ordinary course of business not to exceed $250,000 in any fiscal year and (ii) pay any taxes which are due and payable by SuperHoldings, Holdings and the Borrower as part of a consolidated group; (d) so long as no Default or Event of Default shall have occurred and be continuing, (i) the Borrower may pay dividends to Holdings or make investments in Holdings (and, if applicable, Holdings may use such proceeds to pay dividends to SuperHoldings or make investments in SuperHoldings) to permit Holdings to purchase Holdings’ common stock (or, if applicable, to permit SuperHoldings to purchase SuperHoldings’ common stock) or common stock options from present or former officers or employees, or the estate, heirs or legatees of such former officers or employees, of Holdings, the Borrower or any of their respective Subsidiaries upon the death, disability or termination of employment of such officer or employee, and (ii) SuperHoldings and Holdings may pay principal and interest on the Indebtedness permitted by Section 7.2(l), and the Borrower may pay dividends to Holdings or make investments in Holdings (and, if applicable, Holdings may use such proceeds to pay dividends to SuperHoldings or make investments in SuperHoldings) to permit Holdings to (or, if applicable, to permit SuperHoldings to) pay principal and interest on the Indebtedness permitted by Section 7.2(l), provided, provided that the aggregate amount of such declarations -------- or payments under pursuant to this paragraph clause (dv) above does not exceed 25% of the Consolidated Net Income of Holdings for the period (taken as one accounting period) from the beginning of the first fiscal quarter commencing after the Closing Date shall not exceed $1,000,000 per annum and $2,000,000 in the aggregate, net of any cash proceeds received by Holdings (or, if applicable, SuperHoldings) and contributed to the Borrower end of Holdings' most recently ended fiscal quarter for which financial statements have been delivered to the Agent and the Lenders pursuant to subsection 10.1 at or prior to the time of such declaration or payment and (vi) HCC may declare and pay dividends or make distributions to Holdings to the extent necessary to allow Holdings to make payments on its promissory notes to be issued in connection with resales favor of any common stock or common stock options so purchased; (e) the sellers of the KCC Group Limited so long as no Default or Event of Default shall have occurred and be continuing after giving effect thereto, SuperHoldings or Holdings may make any Restricted Payment permitted by Section 7.2(l(A) in an the aggregate amount of such declarations, payments or distributions pursuant to this clause (vi) does not to exceed $1,000,000; provided that Restricted Payments in an aggregate amount in excess of $1,000,000 (Pounds)6,000,000 (UK) plus accrued interest thereon and (B) no such dividend may be made so long as both immediately before and immediately after giving pro forma effect paid more than three Business Days prior to such Restricted Payment, (i) the Consolidated Fixed Charge Coverage Ratio for date the Test Period in effect at the time such Restricted Payment equivalent payment is made is at least 1.20 to 1.00 (determined on a Pro Forma Basis in respect of the Test Period in effect at such time) and (ii) Availability shall not be less than 25% of the Total Revolving Credit Commitments; and (f) so long as no Default or Event of Default shall have occurred and be continuing after giving effect thereto, SuperHoldings or any of its Subsidiaries may purchase Capital Stock of SuperHoldings pursuant to SuperHoldings’ restricted stock plan provided that the aggregate purchase price for such Capital Stock (inclusive of reimbursement amounts in respect of Taxes) shall not exceed $5,000,000notes.

Limitation on Dividends. Declare or pay any dividend (other ----------------------- than dividends payable solely in common stock of the Person making such dividendPerson) on, or make any payment on account of, or set apart assets for a sinking or other analogous fund for, the purchase, redemption, defeasance, retirement or other acquisition of, any shares of any class of Capital Stock of SuperHoldings, Holdings, the Borrower or any of their respective Subsidiaries such Person or any warrants or options to purchase any such Capital Stock, whether now or hereafter outstanding, or make any other distribution in respect thereof, either directly or indirectly, whether in cash or property or in obligations of Holdings, the Borrower Holdings or any of their respective Subsidiaries (collectively, “Restricted Payments”), except that: (a) any Subsidiary of the Borrower may make Restricted Payments to the Borrower or any Wholly Owned Subsidiary Guarantor (and Holdings, except that if such Subsidiary is not a Wholly Owned Subsidiary of the Borrower, to its other holders of Capital Stock on a pro rata basis, provided that any such Restricted Payment to such other holders of Capital Stock be attributable only to cash flows of such Subsidiary); (b) so long as no Default or Event of Default shall have occurred exists or would reasonably be expected to be caused thereby (i) Subsidiaries of Holdings may declare and be continuing after giving effect to the payment of any such dividend or investment, the Borrower may pay dividends to Holdings or make investments in Holdings (to permit Holdings the extent necessary to pay scheduled cash interest payments on on, or redeem, the Holdings Discount Notes or any refinancing thereof permitted by Section 7.2(h)(ii)) TIDES Debentures or to permit cover operating expenses of Holdings) and other shareholders of such Subsidiaries and the TIDES Trust may redeem the TIDES as contemplated by the TIDES Declaration of Trust, (ii) Holdings to make any payments permitted by Section 7.8(a)(ii) in an amount not to exceed may repurchase or redeem shares of Holdings common stock from its employees and former employees so long as the aggregate amount of interest required all such repurchases since the Closing Date does not exceed $7,500,000, (iii) Holdings may make open market repurchases of shares of Holdings common stock so long as the aggregate amount of all such repurchases since the Closing Date does not exceed $25,000,000, (iv) Holdings may declare or pay dividends on and make mandatory stock repurchases (pursuant to be paid in cash by the terms of the Holdings Discount Notes Indenture or any refinancing thereof permitted by Section 7.2(h)(iiapplicable certificate of designation) or the amount of such payment made pursuant to Section 7.8(a)(ii), as applicable; (c) the Borrower may pay dividends to Holdings or make investments in Holdings to permit Holdings, and Holdings may pay dividends to SuperHoldings or make investments in SuperHoldings to permit SuperHoldings, to (i) pay corporate overhead expenses incurred in the ordinary course of business not to exceed $250,000 in any fiscal year and (ii) pay any taxes which are due and payable by SuperHoldings, Holdings and the Borrower as part of a consolidated group; (d) so long as no Default or Event of Default shall have occurred and be continuing, (i) the Borrower may pay dividends to Holdings or make investments in Holdings (andits preferred stock, if applicable, Holdings may use such proceeds to pay dividends to SuperHoldings or make investments in SuperHoldings) to permit Holdings to purchase Holdings’ common stock (or, if applicable, to permit SuperHoldings to purchase SuperHoldings’ common stock) or common stock options from present or former officers or employees, or the estate, heirs or legatees of such former officers or employees, of Holdings, the Borrower or any of their respective Subsidiaries upon the death, disability or termination of employment of such officer or employeeany, and (iiv) SuperHoldings and Holdings may pay principal and interest on the Indebtedness permitted by Section 7.2(l), and the Borrower may declare or pay dividends to on shares of Holdings or make investments in Holdings (andcommon stock, if applicable, Holdings may use such proceeds to pay dividends to SuperHoldings or make investments in SuperHoldings) to permit Holdings to (or, if applicable, to permit SuperHoldings to) pay principal and interest on the Indebtedness permitted by Section 7.2(l), provided, provided that the aggregate amount of such declarations or payments under pursuant to -------- this paragraph clause (dv) above does not exceed 25% of the Consolidated Net Income of Holdings for the period (taken as one accounting period) from the beginning of the first fiscal quarter commencing after the Closing Date shall not exceed $1,000,000 per annum and $2,000,000 in the aggregate, net of any cash proceeds received by Holdings (or, if applicable, SuperHoldings) and contributed to the Borrower in connection with resales end of any common stock Holdings' most recently ended fiscal quarter for which financial statements have been delivered to the Administrative Agent and the Lenders pursuant to subsection 7.1 at or common stock options so purchased; (e) so long as no Default or Event of Default shall have occurred and be continuing after giving effect thereto, SuperHoldings or Holdings may make any Restricted Payment permitted by Section 7.2(l) in an aggregate amount not prior to exceed $1,000,000; provided that Restricted Payments in an aggregate amount in excess of $1,000,000 may be made so long as both immediately before and immediately after giving pro forma effect to such Restricted Payment, (i) the Consolidated Fixed Charge Coverage Ratio for the Test Period in effect at the time of such Restricted Payment is made is at least 1.20 to 1.00 (determined on a Pro Forma Basis in respect of the Test Period in effect at such time) and (ii) Availability shall not be less than 25% of the Total Revolving Credit Commitments; and (f) so long as no Default declaration or Event of Default shall have occurred and be continuing after giving effect thereto, SuperHoldings or any of its Subsidiaries may purchase Capital Stock of SuperHoldings pursuant to SuperHoldings’ restricted stock plan provided that the aggregate purchase price for such Capital Stock (inclusive of reimbursement amounts in respect of Taxes) shall not exceed $5,000,000payment.

Limitation on Dividends. Declare or pay any dividend (other than dividends payable solely in common stock of the Person making such dividendPerson) on, or make any payment on account of, or set apart assets for a sinking or other analogous fund for, the purchase, redemption, defeasance, retirement or other acquisition of, any shares of any class of Capital Stock of SuperHoldings, Holdings, the Borrower or any of their respective Subsidiaries such Person or any warrants or options to purchase any such Capital Stock, whether now or hereafter outstanding, or make any other distribution in respect thereof, either directly or indirectly, whether in cash or property or in obligations of Holdings, the Borrower HCC or any of their respective Subsidiaries (collectively, “Restricted Payments”), except that: (a) any Subsidiary of the Borrower may make Restricted Payments to the Borrower or any Wholly Owned Subsidiary Guarantor (and HCC, except that if such Subsidiary is not a Wholly Owned Subsidiary of the Borrower, to its other holders of Capital Stock on a pro rata basis, provided that any such Restricted Payment to such other holders of Capital Stock be attributable only to cash flows of such Subsidiary); (b) so long as no Default or Event of Default shall have occurred exists or would reasonably be expected to be caused thereby (i) Subsidiaries of HCC may declare and be continuing after giving effect to the payment of any such dividend or investment, the Borrower may pay dividends to Holdings HCC and other shareholders of such Subsidiaries, (ii) HCC may repurchase or make investments in Holdings to permit Holdings to pay scheduled cash interest payments on redeem shares of HCC common stock from its employees and former employees so long as the Holdings Discount Notes or any refinancing thereof permitted by Section 7.2(h)(ii)) or to permit Holdings to make any payments permitted by Section 7.8(a)(ii) in an amount not to exceed the aggregate amount of interest required all such repurchases since the date of this Agreement does not exceed $2,500,000, (iii) HCC may make open market repurchases of shares of HCC common stock so long as the aggregate amount of all such repurchases during the term of this Agreement does not exceed $25,000,000, (iv) HCC may declare or pay dividends on and make mandatory stock repurchases (pursuant to be paid in cash by the terms of the Holdings Discount Notes Indenture or any refinancing thereof permitted by Section 7.2(h)(iiapplicable certificate of designation) or the amount of such payment made pursuant to Section 7.8(a)(ii), as applicable; (c) the Borrower may pay dividends to Holdings or make investments in Holdings to permit Holdings, and Holdings may pay dividends to SuperHoldings or make investments in SuperHoldings to permit SuperHoldings, to (i) pay corporate overhead expenses incurred in the ordinary course of business not to exceed $250,000 in any fiscal year and (ii) pay any taxes which are due and payable by SuperHoldings, Holdings and the Borrower as part of a consolidated group; (d) so long as no Default or Event of Default shall have occurred and be continuing, (i) the Borrower may pay dividends to Holdings or make investments in Holdings (andits preferred stock, if applicable, Holdings may use such proceeds to pay dividends to SuperHoldings or make investments in SuperHoldings) to permit Holdings to purchase Holdings’ common stock (or, if applicable, to permit SuperHoldings to purchase SuperHoldings’ common stock) or common stock options from present or former officers or employees, or the estate, heirs or legatees of such former officers or employees, of Holdings, the Borrower or any of their respective Subsidiaries upon the death, disability or termination of employment of such officer or employeeany, and (iiv) SuperHoldings and Holdings HCC may pay principal and interest on the Indebtedness permitted by Section 7.2(l), and the Borrower may declare or pay dividends to Holdings or make investments in Holdings (andon shares of HCC common stock, if applicable, Holdings may use such proceeds to pay dividends to SuperHoldings or make investments in SuperHoldings) to permit Holdings to (or, if applicable, to permit SuperHoldings to) pay principal and interest on the Indebtedness permitted by Section 7.2(l), provided, provided that the aggregate amount of such declarations or payments under pursuant to this paragraph clause (dv) above does not exceed 25% of the Consolidated Net Income of HCC for the period (taken as one accounting period) from the beginning of the first fiscal quarter commencing after the Closing Date shall not exceed $1,000,000 per annum and $2,000,000 in the aggregate, net of any cash proceeds received by Holdings (or, if applicable, SuperHoldings) and contributed to the Borrower in connection with resales end of any common stock HCC's most recently ended fiscal quarter for which financial statements have been delivered to the Administrative Agent and the Lenders pursuant to subsection 7.1 at or common stock options so purchased; (e) so long as no Default or Event of Default shall have occurred and be continuing after giving effect thereto, SuperHoldings or Holdings may make any Restricted Payment permitted by Section 7.2(l) in an aggregate amount not prior to exceed $1,000,000; provided that Restricted Payments in an aggregate amount in excess of $1,000,000 may be made so long as both immediately before and immediately after giving pro forma effect to such Restricted Payment, (i) the Consolidated Fixed Charge Coverage Ratio for the Test Period in effect at the time of such Restricted Payment is made is at least 1.20 to 1.00 (determined on a Pro Forma Basis in respect of the Test Period in effect at such time) and (ii) Availability shall not be less than 25% of the Total Revolving Credit Commitments; and (f) so long as no Default declaration or Event of Default shall have occurred and be continuing after giving effect thereto, SuperHoldings or any of its Subsidiaries may purchase Capital Stock of SuperHoldings pursuant to SuperHoldings’ restricted stock plan provided that the aggregate purchase price for such Capital Stock (inclusive of reimbursement amounts in respect of Taxes) shall not exceed $5,000,000payment.

Limitation on Dividends. Declare or pay any dividend (other than dividends payable solely in common stock of the Person making such dividendBorrower or the Parent) on, or make any payment on account of, or set apart assets for a sinking or other analogous fund for, the purchase, redemption, defeasance, retirement or other acquisition of, any shares of any class of Capital Stock of SuperHoldings, Holdings, the Borrower or any of their respective Subsidiaries or any warrants or options to purchase any such Capital Stockthe Parent, whether now or hereafter outstanding, or make any other distribution in respect thereof, either directly or indirectly, whether in cash or property or in obligations of Holdingsthe Parent, the Borrower or any of their respective Subsidiaries (collectively, “Restricted Payments”), Subsidiary except that: (a) any Subsidiary of the Borrower may make Restricted Payments pay cash dividends to the Parent in an amount sufficient to pay tax liabilities of the Parent which are paid in cash by the Parent to any taxing authority and which are franchise tax liabilities or other tax liabilities required to be paid to maintain its existence or which are attributable to income, business, properties or activities of or distribution of earnings by, the Parent or its Subsidiaries; provided that, the Parent shall contribute to the Borrower or the amount of any Wholly Owned Subsidiary Guarantor (and if such Subsidiary is not a Wholly Owned Subsidiary of the Borrower, to its other holders of Capital Stock on a pro rata basis, provided that any such Restricted Payment to such other holders of Capital Stock be attributable only to cash flows refunds of such Subsidiary)tax payments upon receipt thereof; (b) the Borrower may pay cash dividends to the Parent to enable the Parent to pay premiums to insurance companies for directors’ and officers’ insurance with respect to the Parent; (c) the Borrower may pay cash dividends to the Parent to enable the Parent to pay for the printing and distribution of financial reports of the Parent, proxy solicitations and other communications with shareholders of the Parent and for filings with the Securities and Exchange Commission and costs directly related to the annual meeting of shareholders of the Parent; (d) the Borrower may pay cash dividends to the Parent to enable the Parent to pay directors’ fees and expenses to directors of the Parent; (e) the Borrower may pay cash dividends to the Parent to enable the Parent to pay fees owed by the Parent to its transfer agent; (f) the Borrower may pay cash dividends to the Parent to pay fees to the Parent’s independent auditors, tax advisors and outside attorneys in the ordinary course of business; (g) the Borrower may pay cash dividends to the Parent to pay obligations of the Parent incurred under any Interest Rate Protection Agreement or Commodity Price Protection Agreement permitted pursuant to Section 7.10(l); and (h) so long as no Default or Event of Default shall have occurred and be continuing or would result therefrom, the Borrower may purchase, repurchase, redeem or retire any share of its Capital Stock and/or pay cash dividends to the Parent in addition to the cash dividends described in the preceding clauses (a) through (g), and the Parent may purchase, repurchase, redeem or retire any share of its Capital Stock and/or pay cash dividends to its shareholders; provided that, if after giving effect to any payments to be made in any fiscal quarter of the payment Parent to effect such purchase, repurchase, redemption or retirement of any such dividend or investmentshares of Capital Stock, and/or payments of cash dividends, pursuant to this clause (h), the Borrower may pay dividends Leverage Ratio would be greater than 2.50 to Holdings or make investments in Holdings to permit Holdings to pay scheduled cash interest payments 1.00 on a pro forma basis as at the Holdings Discount Notes or any refinancing thereof permitted by Section 7.2(h)(ii)) or to permit Holdings to make any payments permitted by Section 7.8(a)(ii) in an amount not to exceed the amount of interest required to be paid in cash by the terms end of the Holdings Discount Notes Indenture or any refinancing thereof permitted by Section 7.2(h)(ii) or most recently ended Fiscal Quarter of the amount of such payment made Parent for which financial statements have been delivered pursuant to Section 7.8(a)(ii)6.1, as applicable; (c) then the Borrower aggregate of all such payments that may pay dividends to Holdings or make investments be made in Holdings to permit Holdingssuch fiscal quarter, and Holdings may pay dividends to SuperHoldings or make investments in SuperHoldings to permit SuperHoldings, to (i) pay corporate overhead expenses incurred when taken together with all such payments made in the ordinary course of business not to exceed $250,000 in any three immediately preceding fiscal year and (ii) pay any taxes which are due and payable by SuperHoldingsquarters, Holdings and the Borrower as part of a consolidated group; (d) so long as no Default or Event of Default shall have occurred and be continuing, (i) the Borrower may pay dividends to Holdings or make investments in Holdings (and, if applicable, Holdings may use such proceeds to pay dividends to SuperHoldings or make investments in SuperHoldings) to permit Holdings to purchase Holdings’ common stock (or, if applicable, to permit SuperHoldings to purchase SuperHoldings’ common stock) or common stock options from present or former officers or employees, or the estate, heirs or legatees of such former officers or employees, of Holdings, the Borrower or any of their respective Subsidiaries upon the death, disability or termination of employment of such officer or employee, and (ii) SuperHoldings and Holdings may pay principal and interest on the Indebtedness permitted by Section 7.2(l), and the Borrower may pay dividends to Holdings or make investments in Holdings (and, if applicable, Holdings may use such proceeds to pay dividends to SuperHoldings or make investments in SuperHoldings) to permit Holdings to (or, if applicable, to permit SuperHoldings to) pay principal and interest on the Indebtedness permitted by Section 7.2(l), provided, that the aggregate amount of payments under this paragraph (d) after the Closing Date shall not exceed $1,000,000 per annum and $2,000,000 in the aggregate, net an amount equal to fifteen percent (15%) of any cash proceeds received by Holdings Consolidated Net Worth (or, if applicable, SuperHoldings) and contributed to the Borrower in connection with resales of any common stock or common stock options so purchased; (e) so long as no Default or Event of Default shall have occurred and be continuing after giving effect thereto, SuperHoldings or Holdings may make any Restricted Payment permitted by Section 7.2(l) in an aggregate amount not to exceed $1,000,000; provided that Restricted Payments in an aggregate amount in excess of $1,000,000 may be made so long as both immediately before and immediately after giving pro forma effect to such Restricted Payment, (i) the Consolidated Fixed Charge Coverage Ratio for the Test Period in effect at the time such Restricted Payment is made is at least 1.20 to 1.00 (determined on a Pro Forma Basis in respect end of the Test Period in effect at such time) and (ii) Availability shall not be less than 25% of the Total Revolving Credit Commitments; and (f) so long as no Default or Event of Default shall then most recent fiscal quarter for which financial statements have occurred and be continuing after giving effect thereto, SuperHoldings or any of its Subsidiaries may purchase Capital Stock of SuperHoldings been delivered pursuant to SuperHoldings’ restricted stock plan provided that the aggregate purchase price for such Capital Stock (inclusive of reimbursement amounts in respect of Taxes) shall not exceed $5,000,000Section 6.1).

Limitation on Dividends. Declare ----------------------- or pay any dividend (other than dividends payable solely in common stock of the Person making such dividend) on, or make any payment on account of, or set apart assets for a sinking or other analogous fund for, the purchase, redemption, defeasance, retirement or other acquisition of, any shares of any class of Capital Stock of SuperHoldings, Holdings, the Borrower or any of their respective Subsidiaries Subsidiary or any warrants or options to purchase any such Capital Stock, whether now or hereafter outstanding, or make any other distribution in respect thereof, either directly or indirectly, whether in cash or property or in obligations of Holdings, the Borrower or any of their respective Subsidiaries Subsidiary (collectively, “"Restricted Payments”"), except thatexcept: (a) any Subsidiary of the Borrower may make Restricted Payments to the Borrower or any Wholly Owned Subsidiary Guarantor (and if such Subsidiary is not a Wholly Owned Subsidiary of the Borrower, to its other holders of Capital Stock on a pro rata basis, provided that any such Restricted Payment to such other holders of Capital Stock be attributable only to cash flows of such Subsidiary);Guarantor; and (b) so long as no Default or Event of Default shall have occurred and be continuing (immediately after giving effect to the applicable payment of or transaction described below), any such dividend or investment, the Borrower may pay dividends to Holdings or make investments in Holdings to permit Holdings to pay scheduled cash interest payments on the Holdings Discount Notes or any refinancing thereof permitted by Section 7.2(h)(ii)) or to permit Holdings to make any payments permitted by Section 7.8(a)(ii) in an amount not to exceed the amount of interest required to be paid in cash by the terms of the Holdings Discount Notes Indenture or any refinancing thereof permitted by Section 7.2(h)(ii) or the amount of such payment made pursuant to Section 7.8(a)(ii), as applicable; (c) the Borrower may pay dividends to Holdings or make investments in Holdings to permit Holdings, and Holdings may pay dividends to SuperHoldings or make investments in SuperHoldings to permit SuperHoldings, to (i) pay corporate overhead expenses incurred in the ordinary course of business not to exceed $250,000 in any fiscal year and (ii) pay any taxes which are due and payable by SuperHoldings, Holdings and the Borrower as part of a consolidated group; (d) so long as no Default or Event of Default shall have occurred and be continuing, following: (i) the Borrower may pay dividends to Holdings purchase, redemption or make investments in Holdings (and, if applicable, Holdings may use such proceeds to pay dividends to SuperHoldings or make investments in SuperHoldings) to permit Holdings to purchase Holdings’ common stock (or, if applicable, to permit SuperHoldings to purchase SuperHoldings’ common stock) or common stock options from present or former officers or employees, or the estate, heirs or legatees of such former officers or employees, of Holdings, other acquisition for value by the Borrower or any of their respective its Subsidiaries upon the death, disability or termination of employment any Capital Stock of such officer or employee, and (ii) SuperHoldings and Holdings may pay principal and interest on the Indebtedness permitted by Section 7.2(l), and the Borrower may pay dividends to Holdings or make investments in Holdings (and, if applicable, Holdings may use such proceeds to pay dividends to SuperHoldings or make investments in SuperHoldings) to permit Holdings to (or, if applicable, to permit SuperHoldings to) pay principal and interest on the Indebtedness permitted by Section 7.2(l), provided, that the aggregate amount of payments under this paragraph (d) after the Closing Date shall not exceed $1,000,000 per annum and $2,000,000 in the aggregate, net of any cash proceeds received by Holdings (or, if applicable, SuperHoldings) and contributed to the Borrower in connection with resales of any common stock or common stock options so purchased; (e) so long as no Default or Event of Default shall have occurred and be continuing after giving effect thereto, SuperHoldings or Holdings may make any Restricted Payment permitted by Section 7.2(l) in an aggregate amount not to exceed $1,000,000; provided that Restricted Payments in an aggregate amount in excess of $1,000,000 may be made so long as both immediately before and immediately after giving pro forma effect to such Restricted Payment, (i) the Consolidated Fixed Charge Coverage Ratio for the Test Period in effect at the time such Restricted Payment is made is at least 1.20 to 1.00 (determined on a Pro Forma Basis in respect of the Test Period in effect at such time) and (ii) Availability shall not be less than 25% of the Total Revolving Credit Commitments; and (f) so long as no Default or Event of Default shall have occurred and be continuing after giving effect thereto, SuperHoldings or any of its Subsidiaries may purchase held by officers, employees, former officers or former employees of the Borrower or any of its Subsidiaries (or the estates or beneficiaries of such officers, employees, former officers or former employees) upon death, disability, retirement or termination of employment, or dividends by the Borrower to Holdings to effect the same in respect of any Capital Stock of SuperHoldings pursuant Holdings or any direct or indirect equity interest of Reliant Partners, with all of such payments and dividends not to SuperHoldings’ restricted stock plan exceed $2,000,000 in the aggregate since the Closing Date; (ii) dividends by the Borrower not to exceed $2,000,000 in the aggregate since the Closing Date; (iii) payments by the Borrower and any of its Subsidiaries to Holdings to pay general and administrative expenses not to exceed $500,000 in any fiscal year of the Borrower; (iv) if the Consolidated Leverage Ratio as of the last day of any fiscal year of the Borrower is less than 3.25 to 1.0, dividends by the Borrower not to exceed $1,000,000 in the fiscal year of the Borrower commencing immediately after such last day; (iv) the purchase, redemption or other acquisition by the Borrower of any of its Capital Stock in exchange for, or out of the Net Cash Proceeds of the substantially concurrent issuance and sale of, other Capital Stock of the Borrower or (v) the purchase, redemption, retirement or other acquisition by the Borrower of Subordinated Indebtedness made in exchange for, or out of the Net Cash Proceeds of, the substantially concurrent issuance and sale of Capital Stock of the Borrower or other Subordinated Indebtedness provided that the aggregate purchase price any Subordinated Indebtedness incurred in exchange for such Capital Stock (inclusive of reimbursement amounts in respect of Taxes) shall not exceed $5,000,000retired Subordinated Indebtedness also must be permitted under Section 7.2 and any and all other provisions hereof).

Limitation on Dividends. Declare or pay any dividend on (other than dividends payable solely in common stock of the Person making such dividend) onBorrower), or make any payment on account of, or set apart assets for a sinking or other analogous fund for, the purchase, redemption, defeasance, retirement or other acquisition ofof (other than a conversion of the Borrower's Series C Preferred Stock into common stock which is not considered to result in the payment of a dividend), any shares of any class of Capital Stock of SuperHoldings, Holdings, the Borrower or any of their respective Subsidiaries Subsidiary or any warrants or options to purchase any such Capital Stock, whether now or hereafter outstanding, or make any other distribution in respect thereof, either directly or indirectly, whether in cash or property or in obligations of Holdings, the Borrower or any of their respective Subsidiaries (collectively, “Restricted Payments”)Subsidiary, except that: (a) any Subsidiary of the Borrower may declare and pay dividends to or make Restricted Payments other distributions to the Borrower or to any Wholly other Wholly-Owned Subsidiary Guarantor (and if such Subsidiary which is not a Wholly Owned Subsidiary of the Borrower, to its other holders of Capital Stock on a pro rata basis, provided that any such Restricted Payment to such other holders of Capital Stock be attributable only to cash flows of such Subsidiary);Guarantor; and (b) so long as no Default or Event of Default shall have occurred and be continuing after giving effect to the payment of any such dividend or investment, the Borrower may pay dividends to Holdings or make investments in Holdings to permit Holdings to pay scheduled cash interest payments on the Holdings Discount Notes or any refinancing thereof permitted by Section 7.2(h)(ii)) or to permit Holdings to make any payments permitted by Section 7.8(a)(ii) in an amount not to exceed the amount of interest required to be paid in cash by the terms of the Holdings Discount Notes Indenture or any refinancing thereof permitted by Section 7.2(h)(ii) or the amount of such payment made pursuant to Section 7.8(a)(ii), as applicable; (c) the Borrower may pay dividends to Holdings or make investments in Holdings to permit Holdings, and Holdings may pay dividends to SuperHoldings or make investments in SuperHoldings to permit SuperHoldings, to (i) pay corporate overhead expenses incurred in the ordinary course of business not to exceed $250,000 in any fiscal year and (ii) pay any taxes which are due and payable by SuperHoldings, Holdings and the Borrower as part of a consolidated group; (d) so long as no Default or Event of Default shall have occurred and be continuingwould result therefrom, (i) the Borrower may pay dividends redeem or purchase Capital Stock or rights to Holdings acquire Capital Stock using proceeds from the issuance of Capital Stock or make investments in Holdings rights to acquire Capital Stock, (and, if applicable, Holdings ii) the Borrower may use such proceeds to pay dividends to SuperHoldings or make investments in SuperHoldingsand issue its own Capital Stock (other than Disqualified Stock) (A) to permit Holdings purchase or acquire issued and outstanding shares of its Capital Stock, warrants, options, debt instruments convertible into or other rights to purchase Holdings’ common stock the Borrower's Capital Stock, (or, if applicable, B) to permit SuperHoldings to purchase SuperHoldings’ common stock) or common satisfy the exercise of stock options from present or former officers warrants or employees, or the estate, heirs or legatees (C) in connection with any employee benefit plan of such former officers or employees, of Holdings, the Borrower or any of their respective Subsidiaries upon the deathits Subsidiaries, disability or termination of employment of such officer or employee, and (iiiii) SuperHoldings and Holdings may pay principal and interest on the Indebtedness permitted by Section 7.2(l), and the Borrower may pay dividends redeem or repurchase common stock, or rights to Holdings or make investments in Holdings (and, if applicable, Holdings may use such proceeds to pay dividends to SuperHoldings or make investments in SuperHoldings) to permit Holdings to (or, if applicable, to permit SuperHoldings to) pay principal and interest on the Indebtedness permitted by Section 7.2(l), provided, that the aggregate amount of payments under this paragraph (d) after the Closing Date shall not exceed $1,000,000 per annum and $2,000,000 in the aggregate, net of any cash proceeds received by Holdings (or, if applicable, SuperHoldings) and contributed to the Borrower in connection with resales of any common purchase preferred stock or common stock options so purchased; (e) so long as no Default or Event of Default shall have occurred and be continuing after giving effect thereto, SuperHoldings or Holdings may make any Restricted Payment permitted by Section 7.2(l) in issued to the Borrower's shareholders for an aggregate amount not to exceed $1,000,000; provided that Restricted Payments 1,000,000 in any fiscal year, (iv) the Borrower may redeem or repurchase Series C Preferred Stock for an aggregate amount in excess consideration of not more than $1,000,000 may be made 10,000,000 during any fiscal year, plus accrued and unpaid dividends, so long as both immediately before and immediately after giving pro forma effect to such Restricted Payment, (i) the Consolidated Fixed Charge Coverage Ratio for the Test Period in effect at the time such Restricted Payment is made is Borrower has Borrowing Base Availability of at least 1.20 to 1.00 (determined on a Pro Forma Basis in respect of the Test Period in effect at such time) and (ii) Availability shall not be less than 2510% of the Total Revolving Credit Commitments; and then applicable Borrowing Base immediately prior to such redemption or repurchase, and (fv) the Borrower may pay dividends on the Series C Preferred Stock (A) in its own Capital Stock and (B) so long as no Default or Event of Default Borrowing Base Deficiency shall have occurred and be continuing after giving effect theretoor would result therefrom, SuperHoldings or in cash so long as no more than $4,250,000 in the aggregate is expended for such purpose during any fiscal year of its Subsidiaries may purchase Capital Stock of SuperHoldings pursuant to SuperHoldings’ restricted stock plan the Borrower; provided that the aggregate purchase price for such Capital annual dividend payable on the Series C Preferred Stock (inclusive of reimbursement amounts in respect of Taxes) shall not exceed $5,000,0008.50 per $100 of stated value.