Common use of Payment for Stock Clause in Contracts

Payment for Stock. The purchase price of shares of Company Stock ----------------- to be purchased by the Company (or its designee) pursuant to this Article VII will be paid by (a) at the Company's option, the cancellation of indebtedness owing from the Management Stockholder to the Company or any of its subsidiaries, if any, and (b) then by the Company's delivery of a bank cashier's check or certified check for the remainder of the purchase price, if any, against delivery of the certificates or other instruments representing the Company Stock so purchased, Duly Endorsed; provided that, in the event (x) that the -------- Company does not have sufficient cash flow to finance the payment of such purchase price referred to in clause (b) above, as determined in good faith the Board, or (y) that the Company is not permitted, pursuant to the provisions of either the Credit Agreement or the Subordinated Notes, or any refinancing, refunding or amendment thereof (after seeking in good faith to obtain from the lenders thereunder a consent reasonably acceptable to the Company with respect to effecting a cash repurchase), to pay cash in payment of such purchase price referred to in clause (b) above, but is permitted, pursuant thereto and pursuant to all other credit obligations of the Company to issue a Management Repurchase Note, then, in any of such events, the Company (or its designee) may, at its option, pay for such purchase price with the delivery of a junior, subordinated promissory note bearing interest at an eight percent (8%) annual rate of interest, due on the fifth anniversary of the date of issuance thereof (or such later date as may be required by any financing agreement to which the Company is a party) and substantially in the form attached hereto as Exhibit A for the remainder of the purchase price, if any (such promissory note, the "Management Repurchase Note"); provided further that if a Management -------- ------- Repurchase Note is issued by the Company in connection with the exercise of the "call" right pursuant to Section 7.1(c), such Management Repurchase Note shall be deemed a priority note (a "Priority Note") and the Company covenants, notwithstanding the term of the Management Repurchase Notes, to use its reasonable efforts to repay any Priority Notes as promptly thereafter as the Company's financing documents or cash flow shall reasonably, as determined by the Board, permit; provided, that, the Company shall not be bound by the -------- ---- foregoing covenant to the extent that (and for as long as) any payment of any Priority Notes would give rise to or result in a Violation. In the event that the Company (or its designee) intends to deliver a Management Repurchase Note upon the exercise of any Put Right or any Call Right, the Company (or its designee) shall notify the intended recipient thereof prior to the delivery thereof. The Company (or its designee) shall have the rights set forth in subsections (a) and (b) of the first sentence of this Section 7.4 whether or not any Permitted Transferee(s) of the Management Stockholder owing amounts to the Company or its subsidiaries, if applicable, is itself an obligor of the Company or its subsidiaries.

Payment for Stock. The purchase price of shares of (a) Prior to the Effective Time, the Buyer and the Company Stock ----------------- shall appoint Wilmington Trust, N.A. (or another paying agent to be purchased agreed to by Buyer and the Company prior to the Closing) to act as paying agent in connection with the Merger (or its designeethe “Paying Agent”) pursuant to this Article VII will be paid by (a) at the Company's optiona paying agent agreement providing for, among other things, the cancellation of indebtedness owing from the Management Stockholder matters set forth in this Section 2.10 and otherwise reasonably satisfactory to the Company parties. At or before the Closing, the Buyer shall deposit with the Paying Agent, for the benefit of the Stockholders, cash in an amount equal to (i) the Estimated Cash Merger Consideration, minus (ii) the Dissenting Shares Amount, minus (iii) the Option Payment Amount, by wire transfer of immediately available funds to such account or accounts as may be designated in writing by the Paying Agent; provided, that the Buyer shall thereafter promptly deposit with the Paying Agent any portion of its subsidiariesthe Estimated Cash Merger Consideration that may become due with respect to Stock that is no longer Dissenting Shares as specified in Section 2.8. Such funds shall be invested as directed by Buyer and the Seller Representative, if anypending payment thereof by the Paying Agent to the Stockholders. Earnings from such investments shall be the sole and exclusive property of the Buyer or the Surviving Corporation, as the case may be, and no part thereof shall accrue to the benefit of Stockholders. (b) then by As promptly as practicable after the Company's delivery Closing (but in no event later than two (2) Business Days following the Closing Date), the Surviving Corporation shall cause the Paying Agent to mail to each holder of record of a bank cashier's check certificate or certified check for the remainder of the purchase price, if any, against delivery of the certificates or other instruments representing the Company Stock so purchased, Duly Endorsed; provided that, in the event (x) that the -------- Company does not have sufficient cash flow to finance the payment of such purchase price referred to in clause (b) above, as determined in good faith the Board, or (y) that the Company is not permitted, pursuant immediately prior to the provisions of either Effective Time, evidenced outstanding Stock (the Credit Agreement or “Certificates”) and whose Stock were converted with the Subordinated Notes, or any refinancing, refunding or amendment thereof (after seeking right to receive the consideration described in good faith to obtain from the lenders thereunder a consent reasonably acceptable to the Company with respect to effecting a cash repurchaseSection 2.7(a) and Section 2.7(b), to pay cash in payment (i) a letter of such purchase price referred to in clause (b) above, but is permitted, pursuant thereto and pursuant to all other credit obligations of the Company to issue a Management Repurchase Note, then, in any of such events, the Company (or its designee) may, at its option, pay for such purchase price with the delivery of a junior, subordinated promissory note bearing interest at an eight percent (8%) annual rate of interest, due on the fifth anniversary of the date of issuance thereof (or such later date as may be required by any financing agreement to which the Company is a party) and transmittal substantially in the form attached hereto as Exhibit A H hereto (a “Letter of Transmittal”) and (ii) instructions for use in effecting the remainder surrender of the purchase priceCertificates in exchange for payment therefor. Upon surrender of a Certificate for cancellation to the Paying Agent, together with such Letter of Transmittal duly executed, the holder of such Certificate shall be entitled to receive in exchange therefor (as promptly as practicable but in any event no later than two (2) Business Days after the applicable holder of a Certificate satisfies the obligations described in the preceding sentence), an amount in cash equal to (A) the applicable Per Share Cash Merger Consideration multiplied by (B) the number of shares of the Stock formerly represented by such Certificate, without interest, and such Certificate shall, upon such surrender, be cancelled. Each such holder shall also be entitled to any amounts that may be payable in respect of the Stock formerly represented by such Certificate from the Indemnity Escrow Fund as provided in this Agreement and the Escrow Agreement, at the respective times and subject to the contingencies specified herein and therein. If payment in respect of any Certificate is to be made to a Person other than the Person in whose name such Certificate is registered, it shall be a condition of payment that the Certificate so surrendered shall be properly endorsed or shall otherwise be in proper form for transfer, that the signatures on such Certificate or any related stock power shall be properly guaranteed and that the Person requesting such payment shall have established to the satisfaction of the Buyer and the Paying Agent that any transfer and other Taxes required by reason of such payment to a Person other than the registered holder of such Certificate have been paid or are not applicable. Until surrendered in accordance with the provisions of this Section 2.10, any Certificate (other than Certificates representing Cancelled Shares or Dissenting Shares) shall be deemed, at any time after the Effective Time, to represent only the right to receive the portion of the Merger Consideration payable with respect thereto, without interest, as contemplated herein. Notwithstanding the foregoing, if any (such promissory notea Stockholder delivers to the Paying Agent at least two Business Days before the Closing a duly executed Letter of Transmittal together with the Certificate, the "Management Repurchase Note"Buyer shall cause such Stockholder’s Letter of Transmittal and Certificate to be reviewed and processed prior to the Effective Time, such that, so long as such Person continues to hold the shares of Stock represented by such Certificate as of immediately prior to the Effective Time, such Person will be paid the payments described in Section 2.7(a) and Section 2.7(b); , as applicable, with respect to such Certificate on the Closing Date, by check or by wire transfer of immediately available funds in accordance with the Letter of Transmittal. (c) At the Effective Time, the stock transfer books of the Company shall be closed and there shall be no further registration of transfers of any shares of capital stock thereafter on the records of the Company. If, after the Effective Time, a Certificate (other than one representing Cancelled Shares) is presented to the Surviving Corporation, it shall be cancelled and exchanged as provided in this Section 2.10. (d) All cash paid upon conversion of the Stock in accordance with the terms of this Article II (including the cash payable upon release of the Indemnity Escrow Fund), all cash paid pursuant to Section 2.11 and all cash deposited with the Company pursuant to this Article II and further that if a Management -------- ------- Repurchase Note is issued distributed by the Company pursuant to the terms of this Article II, shall be deemed to have been paid in connection full satisfaction of all rights pertaining to such Stock. From and after the Effective Time, the holders of Certificates shall cease to have any rights with respect to the exercise Stock represented thereby, except as otherwise provided herein or by applicable Law. (e) If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the holder thereof, the Surviving Corporation shall pay or cause to be paid in exchange for such lost, stolen or destroyed Certificate the relevant portion of the "call" right Merger Consideration payable in respect thereof pursuant to Section 7.1(c), such Management Repurchase Note shall be deemed a priority note (a "Priority Note"2.10(b) and for the Company covenants, notwithstanding the term of the Management Repurchase Notes, to use its reasonable efforts to repay any Priority Notes as promptly thereafter as the Company's financing documents or cash flow shall reasonably, as determined by the Board, permitStock represented thereby; provided, thathowever, that the Surviving Corporation or the Paying Agent may, in their reasonable discretion, require the delivery of a satisfactory indemnity. (f) At any time following the date that is fifteen (15) months after the Effective Time, the Company Buyer shall be entitled to require the Paying Agent to deliver to it any funds (including any interest or other income received with respect thereto) that had been made available to the Paying Agent and that have not been disbursed to holders of Certificates, or any Certificates or other documents relating to the Merger in its possession, and thereafter such holders shall be bound entitled to look to the Buyer only as general creditors thereof with respect to any portion of the Merger Consideration payable upon due surrender of their Certificates, without interest; provided, that any such portion of the Merger Consideration payable from the Indemnity Escrow Fund shall be held and distributed to the Person(s) entitled thereto in accordance with the terms of this Agreement and the Escrow Agreement, at the respective times and subject to the contingencies specified herein and therein. Notwithstanding anything to the contrary in this Section 2.10, to the fullest extent permitted by applicable Law, none of the Paying Agent, the Buyer or the Surviving Corporation shall be liable to any holder of a Certificate for any amount properly delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law. (g) As promptly as practicable after the Effective Time (but in no event later than the Surviving Corporation’s first payroll following the Closing), the Surviving Corporation or its applicable Subsidiary shall, in exchange for the Vested Options, make the payment in respect of each such Option to which each holder thereof is entitled as specified in Section 2.9(a) in accordance with Section 6.8(c). (h) As promptly as practicable after the Effective Time, the Surviving Corporation or its applicable Subsidiary shall, in exchange for the shares of Restricted Stock (other than shares of Restricted Stock that were purchased with a Recourse Promissory Note), make the payment in respect of each such share of Restricted Stock to which each holder thereof is entitled as specified in Section 2.9(c). (i) All payments to be made under this Section 2.10 shall be made by wire transfer of immediately available funds to an account designated by the -------- ---- foregoing covenant holder of the Stock, except as otherwise agreed by the payor and payee. Wire transfer instructions shall be provided to the extent that (and for as long as) any payment of any Priority Notes would give rise to or result in a Violation. In the event that the Company (or its designee) intends to deliver a Management Repurchase Note upon the exercise of any Put Right or any Call Right, the Company (or its designee) shall notify the intended recipient thereof Surviving Corporation at least two Business Days prior to the delivery thereof. The Company (or its designee) shall have the rights set forth in subsections (a) and (b) of the first sentence of this Section 7.4 whether or not any Permitted Transferee(s) of the Management Stockholder owing amounts to the Company or its subsidiaries, if applicable, is itself an obligor of the Company or its subsidiariesapplicable payment date.

Payment for Stock. The purchase price of shares of Company Stock ----------------- to be purchased by the Company (or its designee) pursuant to this Article VII will be paid by (a) at the Company's ’s option, the cancellation of indebtedness owing from the Management Stockholder to the Company or any of its subsidiaries, if any, and (b) then by the Company's ’s delivery of a bank cashier's ’s check or certified check for the remainder of the purchase price, if any, against delivery of the certificates or other instruments representing the Company Stock so purchased, Duly Endorsed; provided that, in the event (x) that the -------- Company does not have sufficient cash flow to finance the payment of such purchase price referred to in clause (b) above, as determined in good faith the Board, or (y) that the Company is not permitted, pursuant to the provisions of either the Credit Agreement or the Subordinated Notes, or any refinancing, refunding or amendment thereof (after seeking in good faith to obtain from the lenders thereunder a consent reasonably acceptable to the Company with respect to effecting a cash repurchase), to pay cash in payment of such purchase price referred to in clause (b) above, but is permitted, pursuant thereto and pursuant to all other credit obligations of the Company to issue a Management Repurchase Note, then, in any of such events, the Company (or its designee) may, at its option, pay for such purchase price with the delivery of a junior, subordinated promissory note bearing interest at an eight percent (8%) annual rate of interest, due on the fifth anniversary of the date of issuance thereof (or such later date as may be required by any financing agreement to which the Company is a party) and substantially in the form attached hereto as Exhibit A for the remainder of the purchase price, if any (such promissory note, the "“Management Repurchase Note"”); provided further that if a Management -------- ------- Repurchase Note is issued by the Company in connection with the exercise of the "“call" ” right pursuant to Section 7.1(c), such Management Repurchase Note shall be deemed a priority note (a "“Priority Note"”) and the Company covenants, notwithstanding the term of the Management Repurchase Notes, to use its reasonable efforts to repay any Priority Notes as promptly thereafter as the Company's ’s financing documents or cash flow shall reasonably, as determined by the Board, permit; provided, that, the Company shall not be bound by the -------- ---- foregoing covenant to the extent that (and for as long as) any payment of any Priority Notes would give rise to or result in a Violation. In the event that the Company (or its designee) intends to deliver a Management Repurchase Note upon the exercise of any Put Right or any Call Right, the Company (or its designee) shall notify the intended recipient thereof prior to the delivery thereof. The Company (or its designee) shall have the rights set forth in subsections (a) and (b) of the first sentence of this Section 7.4 whether or not any Permitted Transferee(s) of the Management Stockholder owing amounts to the Company or its subsidiaries, if applicable, is itself an obligor of the Company or its subsidiaries.

Payment for Stock. The purchase price of shares of Company Stock ----------------- to be purchased by the Company (or its designee) pursuant to this Article VII will be paid by (a) at the Company's option, the cancellation of indebtedness owing from the Management Stockholder Employee Shareholder to the Company or any of its subsidiaries, if any, and (b) then by the Company's delivery of a bank cashier's check or certified check for the remainder of the purchase price, if any, against delivery of the certificates or other instruments representing the Company Stock so purchased, Duly Endorsed; provided that, in the event (x) that the -------- Company does not have sufficient cash flow to finance the payment of such purchase price referred to in clause (b) above, as determined in good faith the Board, or (y) that the Company is not permitted, pursuant to the provisions of either the Credit Agreement or the Subordinated Notes, or any refinancing, refunding or amendment thereof (after seeking in good faith to obtain from the lenders thereunder a consent reasonably acceptable to the Company with respect to effecting a cash repurchase), to pay cash in payment of such purchase price referred to in clause (b) above, but is permitted, pursuant thereto and pursuant to all other credit obligations of the Company to issue a Management an Employee Repurchase Note, then, in any of such events, the Company (or its designee) may, at its option, pay for such purchase price with the delivery of a junior, subordinated promissory note bearing interest at an eight percent (8%) annual rate of interest, due on the fifth anniversary of the date of issuance thereof (or such later date as may be required by any financing agreement to which the Company is a party) and substantially in the form attached hereto as Exhibit A for the remainder of the purchase price, if any (such promissory note, the "Management Employee Repurchase Note"); provided further that if a Management -------- ------- Repurchase Note is issued by the Company in connection with the exercise of the "call" right pursuant to Section 7.1(c), such Management Repurchase Note shall be deemed a priority note (a "Priority Note") and the Company covenants, notwithstanding the term of the Management Repurchase Notes, to use its reasonable efforts to repay any Priority Notes as promptly thereafter as the Company's financing documents or cash flow shall reasonably, as determined by the Board, permit; provided, that, the Company shall not be bound by the -------- ---- foregoing covenant to the extent that (and for as long as) any payment of any Priority Notes would give rise to or result in a Violation. In the event that the Company (or its designee) intends to deliver a Management an Employee Repurchase Note upon the exercise of any Put Right or any Call Right, the Company (or its designee) shall notify the intended recipient thereof prior to the delivery thereof. The Company (or its designee) shall have the rights set forth in subsections (a) and (b) of the first sentence of this Section 7.4 whether or not any Permitted Transferee(s) of the Management Stockholder Employee Shareholder owing amounts to the Company or its subsidiaries, if applicable, is itself an obligor of the Company or its subsidiaries.

Payment for Stock. The purchase price of shares of Company Stock ----------------- to be purchased by the Company (or its designeei) pursuant to this Article VII will be paid by (a) at the Company's option, the cancellation of indebtedness owing from the Management Stockholder to the Company or any of its subsidiaries, if any, and (b) then by the Company's delivery of a bank cashier's check or certified check for the remainder of the purchase price, if any, against delivery of the certificates or other instruments representing the Company Stock so purchased, Duly Endorsed; provided that, in the event (x) that the -------- Company does not have sufficient cash flow to finance the payment of such purchase price referred to in clause (b) above, as determined in good faith the Board, or (y) that the Company is not permitted, pursuant Subject to the provisions of either 6(c) below, this Option may be exercised by the Credit Agreement Grantee or the Subordinated Notes, or any refinancing, refunding or amendment thereof (after seeking in good faith other person then entitled to obtain from the lenders thereunder a consent reasonably acceptable exercise it by giving written notice of exercise to the Company with respect specifying the number of shares to effecting be purchased and the total purchase price, accompanied by cash or a cash repurchase), check to pay cash the order of the Company in payment of such purchase price referred to in clause and tax withholdings (bif applicable) above, but is permitted, pursuant thereto and pursuant to all other credit obligations Section 6(b). In lieu of receiving such payment, the Company may retain some of the shares issuable upon such exercise of the Option if the Grantee elects to discharge the purchase price in this manner and if the following conditions are satisfied: (A) the Company is not then prohibited from acquiring or purchasing such shares and (B) the number of shares thus retained shall have an aggregate fair market value, as of the day immediately preceding the date of the exercise of this Option, equal to such purchase price. (ii) Subject to the provisions of Section 6(c) below, this Option may be exercised by the Grantee irrevocably authorizing a broker approved in writing by the Company to issue a Management Repurchase Note, then, in any sell shares of such events, Class A Common Stock to be acquired through exercise of the Option and remitting to the Company a sufficient portion of the sale proceeds to pay the entire purchase price and any federal and state withholding resulting from such exercise (a “Cashless Exercise”); provided, however, that, notwithstanding anything in this Agreement to the contrary, (A) the Company shall only deliver such shares of Class A Common Stock at or its designee) may, at its option, pay after the time the Company receives full payment for such purchase shares, (B) the exercise price with for such shares will be due and payable to the delivery of a junior, subordinated promissory note bearing interest at an eight percent (8%) annual rate of interest, due Company no later than one business day following the date on which the fifth anniversary proceeds from the sale of the date underlying shares of issuance thereof Class A Common Stock are received by the authorized broker, (or such later date as may be required by any financing agreement to which C) in no event will the Company is a party) and substantially directly or indirectly extend or maintain credit, arrange for the extension of credit or renew any extension of credit, in the form attached hereto as Exhibit A for the remainder of the purchase pricea personal loan or otherwise, if any (such promissory note, the "Management Repurchase Note"); provided further that if a Management -------- ------- Repurchase Note is issued by the Company in connection with a Cashless Exercise and (D) in no event shall the exercise recipient of the "call" right pursuant Option enter into any agreement or arrangement with a brokerage or similar firm in which the proceeds received in connection with a Cashless Exercise will be received by or advanced to Section 7.1(c), such Management Repurchase Note shall be deemed a priority note (a "Priority Note") and recipient before the Company covenants, notwithstanding date the term of shares underlying the Management Repurchase Notes, to use its reasonable efforts to repay any Priority Notes as promptly thereafter as Option are delivered or released by the Company's financing documents or cash flow shall reasonably, as determined by the Board, permit; provided, that, the Company shall not be bound by the -------- ---- foregoing covenant to the extent that (and for as long as) any payment of any Priority Notes would give rise to or result in a Violation. In the event that the Company (or its designee) intends to deliver a Management Repurchase Note upon the exercise of any Put Right or any Call Right, the Company (or its designee) shall notify the intended recipient thereof prior to the delivery thereof. The Company (or its designee) shall have the rights set forth in subsections (a) and (b) of the first sentence of this Section 7.4 whether or not any Permitted Transferee(s) of the Management Stockholder owing amounts to the Company or its subsidiaries, if applicable, is itself an obligor of the Company or its subsidiaries.”

Payment for Stock. The purchase price of shares of Company Stock ----------------- to be purchased by the Company (or its designee) pursuant to this Article VII will be paid by (a) at the Company's option, the cancellation of indebtedness owing from the Management Stockholder Family LP to the Company or any of its subsidiariesSubsidiaries, (b) then, until the tenth anniversary of the date hereof, the Life Insurance Proceeds, if any, and (bc) then then, by the Company's delivery of a bank cashier's check or certified check for the remainder of the purchase price, if any, against delivery of the certificates or other instruments representing the Company Stock so purchased, Duly Endorsed; provided thatPROVIDED THAT, in the event (x) that the -------- Company does not have sufficient cash flow to finance the full payment of such purchase price referred to in clause (bc) above, as determined in good faith by a majority of the Board, Board (including at least one Family LP Nominee) or (y) that the Company is not permitted, pursuant to the provisions of either any Indebtedness of the Credit Agreement or the Subordinated Notes, Company or any refinancing, refunding or amendment thereof of its Subsidiaries (after seeking in good faith to obtain from the lenders thereunder a consent reasonably acceptable to the Company with respect to effecting a cash repurchase), to pay cash in full payment of such purchase price referred to in clause (bc) above, but is permitted, pursuant thereto and pursuant to all other credit obligations of the Company Company, to issue a Management either or both of the Family LP Repurchase NoteNotes (as defined below) in lieu thereof, then, in any of such events, the Company (or its designee) may, at its option, pay for that portion of such purchase price not payable from the cash flow of the Company or not permitted to be paid pursuant to the provisions of any credit obligations of the Company and its Subsidiaries (but only to the extent the notes contemplated by clauses (x) and (y) below are permitted to be issued pursuant to the provisions of any credit obligations of the Company and its Subsidiaries), following the payment of the Life Insurance Proceeds (which in no event shall exceed $15 million), any excess over such payment of Life Insurance Proceeds, (x) first, up to $15 million, with the delivery of a junior, subordinated promissory note bearing interest (payable in cash to the extent permitted by the credit obligations of the Company and its Subsidiaries and to the extent not permitted by the credit obligations of the Company and its Subsidiaries payable-in-kind) at an eight a ten percent (810%) annual rate of interest, compounded annually and (y) the remainder, if any, with the delivery of a junior subordinated promissory note bearing pay-in-kind interest at a ten percent (10%) annual rate of interest, compounded annually, in the case of both clause (y) and (z), due on the fifth anniversary of the date of issuance thereof (or but, in the event that the Credit Agreement remains outstanding at the time such later date as may be required by any financing agreement notes are issued, not prior to which the Company is a party) May 1, 2005 and substantially in the form attached hereto as Exhibit A for the remainder of the purchase price, if any (each such promissory note, the a "Management Family LP Repurchase Note"); provided further that if a Management -------- ------- Repurchase Note is issued by the Company in connection with the exercise of the "call" right pursuant to Section 7.1(c), such Management Repurchase Note shall be deemed a priority note (a "Priority Note") and the Company covenants, notwithstanding the term of the Management Repurchase Notes, to use its reasonable efforts to repay any Priority Notes as promptly thereafter as the Company's financing documents or cash flow shall reasonably, as determined by the Board, permit; provided, that, the Company shall not be bound by the -------- ---- foregoing covenant to the extent that (and for as long as) any payment of any Priority Notes would give rise to or result in a Violation. In the event that the Company (or its designee) intends to deliver a Management Family LP Repurchase Note upon the exercise of any Family LP Put Right or any Call RightRights, the Company (or its designee) shall notify the intended recipient thereof prior to the delivery thereof. The Company (or its designee) shall have the rights right set forth in subsections clause (a) and (b) of the first sentence of this Section 7.4 whether or not any Permitted Transferee(s) of the Management Stockholder Family LP owing amounts to the Company or its subsidiaries, if applicable, Subsidiaries is itself an obligor of the Company or its subsidiariesSubsidiaries.

Payment for Stock. The purchase price of shares of Company Stock ----------------- to be purchased by the Company (or its designee) pursuant to this Article VII VI will be paid by (a) at the Company's option, the cancellation of indebtedness owing from the Management Stockholder Shareholder to the Company or any of its subsidiariesSubsidiaries, if any, and (b) then by the Company's delivery of a bank cashier's check or certified check for the remainder of the purchase price, if any, against delivery of the certificates or other instruments representing the Company Stock so purchased, Duly Endorsed; provided that, PROVIDED that in the event (x) that the -------- Company does not have sufficient cash flow to finance the payment of such purchase price referred to in clause (b) above, as determined in good faith by the Board, or (y) that the Company is not permitted, pursuant to the provisions of either any Indebtedness of the Credit Agreement or the Subordinated Notes, Company or any refinancing, refunding or amendment thereof of its Subsidiaries (after seeking in good faith to obtain from the lenders thereunder a consent reasonably acceptable to the Company with respect to effecting a cash repurchase), to pay cash in payment of such purchase price referred to in clause (b) above, but is permitted, pursuant thereto and pursuant to all other credit obligations of the Company Company, to issue a Management Repurchase NoteNote (as defined below), then, in any of such events, the Company (or its designee) may, at its option, pay for such purchase price with the delivery of a junior, subordinated promissory note bearing interest at an eight a ten percent (810%) annual rate of interest, compounded annually, due on the fifth anniversary of the date of issuance thereof (or such later date as may be required by any financing agreement to which the Company is a party) and substantially in the form attached hereto as Exhibit A for the remainder of the purchase price, if any (such promissory note, the "Management Repurchase Note"); provided further PROVIDED, FURTHER, that if a Management -------- ------- Repurchase Note is issued by the Company in connection with the exercise of the any "put" or "call" right pursuant to Section 7.1(c)this Article 6, such Management Repurchase Note shall be deemed a priority note (a "Priority Note") and the Company covenants, notwithstanding the term terms of the Management Repurchase NotesNote, to use its reasonable efforts to repay any Priority Notes such note as promptly thereafter as the Company's financing documents or cash flow shall reasonably, as determined by the Board, permit; providedPROVIDED, thatTHAT, the Company shall not be bound by the -------- ---- foregoing covenant to the extent that (and for as long as) any payment of any Priority Notes Management Repurchase Note would give rise to or result in a ViolationViolation or Financing Default. In the event that the Company (or its designee) intends to deliver a Management Repurchase Note upon the exercise of any Put Right or any and Call Right, the Company (or its designee) shall notify the intended recipient thereof prior to the delivery thereof. The Company (or its designee) shall have the rights set forth in subsections (a) and (b) of the first sentence of this Section 7.4 6.4 whether or not any Permitted Transferee(s) of the Management Stockholder Shareholder owing amounts to the Company or its subsidiariesSubsidiaries, if applicable, is itself an obligor of the Company or its subsidiariesSubsidiaries.

Payment for Stock. The purchase price of shares of Company Stock ----------------- to be purchased by the Company (or its designeei) pursuant to this Article VII will be paid by (a) at the Company's option, the cancellation of indebtedness owing from the Management Stockholder to the Company or any of its subsidiaries, if any, and (b) then by the Company's delivery of a bank cashier's check or certified check for the remainder of the purchase price, if any, against delivery of the certificates or other instruments representing the Company Stock so purchased, Duly Endorsed; provided that, in the event (x) that the -------- Company does not have sufficient cash flow to finance the payment of such purchase price referred to in clause (b) above, as determined in good faith the Board, or (y) that the Company is not permitted, pursuant Subject to the provisions of either Section 6(c) below, this Option may be exercised by the Credit Agreement Grantee or the Subordinated Notes, or any refinancing, refunding or amendment thereof (after seeking in good faith other person then entitled to obtain from the lenders thereunder a consent reasonably acceptable exercise it by giving written notice of exercise to the Company with respect specifying the number of shares to effecting be purchased and the total purchase price, accompanied by cash or a cash repurchase), check to pay cash the order of the Company in payment of such purchase price referred to in clause and tax withholdings (bif applicable) above, but is permitted, pursuant thereto and pursuant to all other credit obligations Section 6(b) below. In lieu of receiving such payment, the Company may retain some of the shares assumable upon such exercise of the Option if the Grantee elects to discharge the purchase price in this manner and if the following conditions are satisfied: (A) the Company is not then prohibited from acquiring or purchasing such shares and (B) the number of shares thus retained shall have an aggregate fair market value, as that term is defined in Section 4(c)(i) of the Plan, as of the day immediately preceding the date of the exercise of this Option, equal to such purchase price”; (ii) Subject to the provisions of Section 6(c) below, this Option may be exercised by the Grantee irrevocably authorizing a broker approved in writing by the Company to issue a Management Repurchase Note, then, in any sell shares of such events, Class A Common Stock to be acquired through exercise of the Option and remitting to the Company a sufficient portion of the sale proceeds to pay the entire purchase price and any federal and state withholding resulting from such exercise (a “Cashless Exercise”); provided, however, that, notwithstanding anything in this Agreement to the contrary, (A) the Company shall only deliver such shares of Class A Common Stock at or its designee) may, at its option, pay after the time the Company receives full payment for such purchase shares, (B) the exercise price with for such shares will be due and payable to the delivery of a junior, subordinated promissory note bearing interest at an eight percent (8%) annual rate of interest, due Company no later than one business day following the date on which the fifth anniversary proceeds from the sale of the date underlying shares of issuance thereof Class A Common Stock are received by the authorized broker, (or such later date as may be required by any financing agreement to which C) in no event will the Company is a party) and substantially directly or indirectly extend or maintain credit, arrange for the extension of credit or renew any extension of credit, in the form attached hereto as Exhibit A for the remainder of the purchase pricea personal loan or otherwise, if any (such promissory note, the "Management Repurchase Note"); provided further that if a Management -------- ------- Repurchase Note is issued by the Company in connection with a Cashless Exercise and (D) in no event shall the exercise recipient of the "call" right pursuant Option enter into any agreement or arrangement with a brokerage or similar firm in which the proceeds received in connection with a Cashless Exercise will be received by or advanced to Section 7.1(c), such Management Repurchase Note shall be deemed a priority note (a "Priority Note") and recipient before the Company covenants, notwithstanding date the term of shares underlying the Management Repurchase Notes, to use its reasonable efforts to repay any Priority Notes as promptly thereafter as Option are delivered or released by the Company's financing documents or cash flow shall reasonably, as determined by the Board, permit; provided, that, the Company shall not be bound by the -------- ---- foregoing covenant to the extent that (and for as long as) any payment of any Priority Notes would give rise to or result in a Violation. In the event that the Company (or its designee) intends to deliver a Management Repurchase Note upon the exercise of any Put Right or any Call Right, the Company (or its designee) shall notify the intended recipient thereof prior to the delivery thereof. The Company (or its designee) shall have the rights set forth in subsections (a) and (b) of the first sentence of this Section 7.4 whether or not any Permitted Transferee(s) of the Management Stockholder owing amounts to the Company or its subsidiaries, if applicable, is itself an obligor of the Company or its subsidiaries.”

Payment for Stock. The purchase price of shares of Company Stock ----------------- to be purchased by the Company (or its designeei) pursuant to this Article VII will be paid by (a) at the Company's option, the cancellation of indebtedness owing from the Management Stockholder to the Company or any of its subsidiaries, if any, and (b) then by the Company's delivery of a bank cashier's check or certified check for the remainder of the purchase price, if any, against delivery of the certificates or other instruments representing the Company Stock so purchased, Duly Endorsed; provided that, in the event (x) that the -------- Company does not have sufficient cash flow to finance the payment of such purchase price referred to in clause (b) above, as determined in good faith the Board, or (y) that the Company is not permitted, pursuant Subject to the provisions of either 6(c) below, this Option may be exercised by the Credit Agreement Grantee or the Subordinated Notes, or any refinancing, refunding or amendment thereof (after seeking in good faith other person then entitled to obtain from the lenders thereunder a consent reasonably acceptable exercise it by giving written notice of exercise to the Company with respect specifying the number of shares to effecting be purchased and the total purchase price, accompanied by cash or a cash repurchase), check to pay cash the order of the Company in payment of such purchase price referred to in clause and tax withholdings (bif applicable) above, but is permitted, pursuant thereto and pursuant to all other credit obligations Section 6(b). In lieu of the Company to issue a Management Repurchase Note, then, in any of receiving such eventspayment, the Company (or its designee) may, at its option, pay for may retain some of the shares issuable upon such exercise of the Option if the Grantee elects to discharge the purchase price with in this manner and if the delivery following conditions are satisfied: (A) the Company is not then prohibited from acquiring or purchasing such shares and (B) the number of a juniorshares thus retained shall have an aggregate fair market value, subordinated promissory note bearing interest at an eight percent (8%) annual rate of interest, due on the fifth anniversary as of the date of issuance thereof the exercise of this Option, equal to such purchase price. (or such later date as ii) Subject to the provisions of Section 6(c) below, this Option may be required exercised by the Grantee irrevocably authorizing a broker approved in writing by the Company to sell shares of Class A Common Stock to be acquired through exercise of the Option and remitting to the Company a sufficient portion of the sale proceeds to pay the entire purchase price and any financing agreement federal and state withholding resulting from such exercise (a “Cashless Exercise”); provided, however, that, notwithstanding anything in this Agreement to the contrary, (A) the Company shall only deliver such shares of Class A Common Stock at or after the time the Company receives full payment for such shares, (B) the exercise price for such shares will be due and payable to the Company no later than one business day following the date on which the proceeds from the sale of the underlying shares of Class A Common Stock are received by the authorized broker, (C) in no event will the Company is a party) and substantially directly or indirectly extend or maintain credit, arrange for the extension of credit or renew any extension of credit, in the form attached hereto as Exhibit A for the remainder of the purchase pricea personal loan or otherwise, if any (such promissory note, the "Management Repurchase Note"); provided further that if a Management -------- ------- Repurchase Note is issued by the Company in connection with a Cashless Exercise and (D) in no event shall the exercise recipient of the "call" right pursuant Option enter into any agreement or arrangement with a brokerage or similar firm in which the proceeds received in connection with a Cashless Exercise will be received by or advanced to Section 7.1(c), such Management Repurchase Note shall be deemed a priority note (a "Priority Note") and recipient before the Company covenants, notwithstanding date the term of shares underlying the Management Repurchase Notes, to use its reasonable efforts to repay any Priority Notes as promptly thereafter as Option are delivered or released by the Company's financing documents or cash flow shall reasonably, as determined by the Board, permit; provided, that, the Company shall not be bound by the -------- ---- foregoing covenant to the extent that (and for as long as) any payment of any Priority Notes would give rise to or result in a Violation. In the event that the Company (or its designee) intends to deliver a Management Repurchase Note upon the exercise of any Put Right or any Call Right, the Company (or its designee) shall notify the intended recipient thereof prior to the delivery thereof. The Company (or its designee) shall have the rights set forth in subsections (a) and (b) of the first sentence of this Section 7.4 whether or not any Permitted Transferee(s) of the Management Stockholder owing amounts to the Company or its subsidiaries, if applicable, is itself an obligor of the Company or its subsidiaries.

Payment for Stock. The purchase price of shares of Company Stock ----------------- to be purchased by the Company (or its designee) pursuant to this Article VII will be paid by (a) at the Company's option, the cancellation of indebtedness owing from the Management Stockholder Employee Shareholder to the Company or any of its subsidiaries, if any, and (b) then by the Company's delivery of a bank cashier's check or certified check for the remainder of the purchase price, if any, against delivery of the certificates or other instruments representing the Company Stock so purchased, Duly Endorsed; provided that, in the event (x) that the -------- Company does not have sufficient cash flow to finance the payment of such purchase price referred to in clause (b) above, as determined in good faith the Board, or (y) that the Company is not permitted, pursuant to the provisions of either the Credit Agreement Agreements or the Subordinated Notes, or any refinancing, refunding or amendment thereof (after seeking in good faith to obtain from the lenders thereunder a consent reasonably acceptable to the Company with respect to effecting a cash repurchase), to pay cash in payment of such purchase price referred to in clause (b) above, but is permitted, pursuant thereto and pursuant to all other credit obligations of the Company to issue a Management an Employee Repurchase Note, then, in any of such events, the Company (or its designee) may, at its option, pay for such purchase price with the delivery of a junior, subordinated promissory note bearing interest at an eight percent (8%) annual rate of interest, due on the fifth anniversary of the date of issuance thereof (or such later date as may be required by any financing agreement to which the Company is a party) and substantially in the form attached hereto as Exhibit A for the remainder of the purchase price, if any (such promissory note, the "Management Employee Repurchase Note"); provided further that if a Management -------- ------- Repurchase Note is issued by the Company in connection with the exercise of the "call" right pursuant to Section 7.1(c), such Management Repurchase Note shall be deemed a priority note (a "Priority Note") and the Company covenants, notwithstanding the term of the Management Repurchase Notes, to use its reasonable efforts to repay any Priority Notes as promptly thereafter as the Company's financing documents or cash flow shall reasonably, as determined by the Board, permit; provided, that, the Company shall not be bound by the -------- ---- foregoing covenant to the extent that (and for as long as) any payment of any Priority Notes would give rise to or result in a Violation. In the event that the Company (or its designee) intends to deliver a Management an Employee Repurchase Note upon the exercise of any Put Right or any Call Right, the Company (or its designee) shall notify the intended recipient thereof prior to the delivery thereof. The Company (or its designee) shall have the rights set forth in subsections (a) and (b) of the first sentence of this Section 7.4 whether or not any Permitted Transferee(s) of the Management Stockholder Employee Shareholder owing amounts to the Company or its subsidiaries, if applicable, is itself an obligor of the Company or its subsidiaries.