Common use of Restricted Payments and Restricted Investments Clause in Contracts

Restricted Payments and Restricted Investments. (a) The Company will not, and will not permit any Restricted Subsidiary to, declare or make any Restricted Payment or make any Restricted Investment unless: (i) immediately after, and after giving effect to, such Restricted Payment or such Restricted Investment, the aggregate amount of (y) all Restricted Payments declared or made after December 31, 1997 and (z) all Restricted Investments at such time would not exceed the sum of (A) Eight Million Dollars ($8,000,000), plus (B) 50% (or 100% in the case of a deficit) of Full Consolidated Net Income for the period commencing on and including January 1, 1998 and ending on and including the date such Restricted Payment is declared or made or such Restricted Investment is made, plus (C) the aggregate amount of net cash proceeds received by the Company from the sale of capital stock of the Company after December 31,1997; and (ii) at the time of such declaration and immediately before, and after giving effect to, such Restricted Payment or such Restricted Investment, no Default or Event of Default exists or would exist. (b) Notwithstanding the limitations set forth in clause (a) hereof, the Company may make one or more Investments in any one or more Unrestricted Subsidiaries after December 31, 1997, in an aggregate amount in respect of all Unrestricted Subsidiaries not in excess of $10,000,000, so long as immediately before, and after giving effect to, such Investment, no Default or Event of Default exists or would exist. For the avoidance of doubt, any such Investment in any Unrestricted Subsidiary permitted by this clause (b) shall constitute a "Restricted Investment" for purposes of this Agreement and the Other Agreement and the amount of which shall be included in determining compliance with clause (a) upon the declaration or making of any Restricted Payment or the making of any other Restricted Investment (other than an Investment in any Unrestricted Subsidiary permitted by this clause (b)). (c) Notwithstanding the limitations set forth in clause (a) above, Glamourette may pay cash dividends on its Exempt Preferred Stock outstanding from time to time and may redeem, retire, purchase or otherwise acquire shares of its Exempt Preferred Stock from time to time. For the avoidance of doubt, such payments and transactions relating to Exempt Preferred Stock shall not constitute "Restricted Payments" for purposes of this Agreement and the amounts thereof shall not be included in determining compliance with clause (a) above for any purpose. The permissions granted under this clause (c) are subject to the limitation that no more than 1,000 shares of Exempt Preferred Stock shall be issued and outstanding at any one time, the issuance of Exempt Preferred Stock is solely to employees, managers or directors of Glamourette, the maximum annual cash dividend payable in respect of such Exempt Preferred Stock is $62 per share and the redemption, retirement, purchase or other acquisition of Exempt Preferred Stock by Glamourette is in connection with the resignation or termination of employment, death or retirement of any such employee, manager or director and is at a price which is fair and reasonable in the reasonable opinion of the Company.

Restricted Payments and Restricted Investments. (a1) The Company will notDeclare or make, and will not permit or incur any Restricted Subsidiary to, declare or liability to make any Restricted Payment Payments or make any Restricted Investment unlessInvestments, except: (iA) a Subsidiary may pay dividends to the Company; and (B) subject to the limitations in clauses (2) and (3) below, the Company and its Subsidiaries may make Restricted Payments and Restricted Investments, provided that immediately after, and after giving effect to, to any such Restricted Payment or Restricted Investment, (x) no Event of Default or event which with the passing of time or the giving of notice, or both, would constitute an Event of Default shall exist, (y) the Company would be able to incur at least $1.00 of additional Funded Debt pursuant to Section 5(a), and (z) the aggregate amount of all Restricted Payments and Restricted Investments made on or after January 1, 1998 to and including the date of such Restricted InvestmentPayment or Restricted Investment would not exceed the sum of (i) $3,000,000, plus (ii) 60% of any Cumulative Consolidated Net Income, minus (iii) 100% of any Cumulative Consolidated Net Loss, plus (iv) the net proceeds to the Company from any issuance of capital stock from and after January 1, 1998; (2) In addition to the limitations contained in clause (1) above, from January 1, 1997 through December 31, 1998, the Company shall not increase the aggregate quarterly dividend on its common stock above $710,000; and (3) In addition to the limitations contained in clause (1) above, the aggregate amount of (y) all Restricted Payments declared or made after December 31, 1997 and (z) all Restricted Investments of the Company and its Subsidiaries outstanding at such any time would not exceed the sum of (A) Eight Million Dollars ($8,000,000), plus (B) 50% (on or 100% in the case of a deficit) of Full Consolidated Net Income for the period commencing on and including after January 1, 1998 and ending on and including shall not exceed $2,500,000. In valuing any Investments for the date such Restricted Payment is declared or made or such Restricted Investment is made, plus (C) the aggregate amount purpose of net cash proceeds received by the Company from the sale of capital stock of the Company after December 31,1997; and (ii) at the time of such declaration and immediately before, and after giving effect to, such Restricted Payment or such Restricted Investment, no Default or Event of Default exists or would exist. (b) Notwithstanding applying the limitations set forth in clause (a) hereofthis Section 5(i), the Company may make one or more Investments in any one or more Unrestricted Subsidiaries after December 31, 1997, in an aggregate amount in respect of all Unrestricted Subsidiaries not in excess of $10,000,000, so long as immediately before, and after giving effect to, such Investment, no Default or Event of Default exists or would exist. For the avoidance of doubt, any such Investment in any Unrestricted Subsidiary permitted by this clause (b) shall constitute a "Restricted Investment" for purposes of this Agreement and the Other Agreement and the amount of which shall be included in determining compliance with clause (a) upon taken at the declaration or making of any Restricted Payment or the making of any other Restricted Investment (other than an Investment in any Unrestricted Subsidiary permitted by this clause (b)). (c) Notwithstanding the limitations set forth in clause (a) aboveoriginal cost thereof, Glamourette may pay cash dividends on its Exempt Preferred Stock outstanding from time to time and may redeem, retire, purchase or otherwise acquire shares of its Exempt Preferred Stock from time to time. For the avoidance of doubt, such payments and transactions relating to Exempt Preferred Stock shall not constitute "Restricted Payments" for purposes of this Agreement and the amounts thereof shall not be included in determining compliance with clause (a) above without allowance for any purpose. The permissions granted under this clause (c) are subject to the limitation that no more than 1,000 shares subsequent write-offs or appreciation or depreciation therein, but less any amount repaid or recovered in cash on account of Exempt Preferred Stock shall be issued and outstanding at any one time, the issuance of Exempt Preferred Stock is solely to employees, managers capital or directors of Glamourette, the maximum annual cash dividend payable in respect of such Exempt Preferred Stock is $62 per share and the redemption, retirement, purchase or other acquisition of Exempt Preferred Stock by Glamourette is in connection with the resignation or termination of employment, death or retirement of any such employee, manager or director and is at a price which is fair and reasonable in the reasonable opinion of the Companyprincipal.

Restricted Payments and Restricted Investments. (a) The Company will not, and will not permit any Restricted Subsidiary of its Subsidiaries to, declare, make or incur any liability to declare or make any Restricted Payment or make any Restricted Investment unless: except that (i) any Subsidiary may declare and make Restricted Payments to its parent and (ii) the Company may make Restricted Payments and Restricted Investments if, immediately afterprior, and immediately after giving effect toeffect, to the making of such Restricted Payment or such Restricted Investment, the aggregate amount of (y) all Restricted Payments declared or made after December 31, 1997 and (z) all Restricted Investments at such time would not exceed the sum of (A) Eight Million Dollars ($8,000,000), plus (B) 50% (or 100% in the case of a deficit) of Full Consolidated Net Income for the period commencing on and including January 1, 1998 and ending on and including the date such Restricted Payment is declared or made or such Restricted Investment is made, plus (C) the aggregate amount of net cash proceeds received by the Company from the sale of capital stock of the Company after December 31,1997; and (ii) at the time of such declaration and immediately before, and after giving effect to, such Restricted Payment or such Restricted Investment, no Default or Event of Default exists would exist and, with respect to Restricted Payments, immediately after giving effect to such action, the aggregate amount of such Restricted Payments of the Company and its Subsidiaries declared or made during any fiscal year would existnot exceed $15,000,000 minus the amount of the aggregate Unused Restricted Payment Allowance allocated to the Carryforward Capital Expenditure Basket as provided in subsection (b) below, provided, however, if the Company is in compliance with the Fixed Charge Coverage Ratio for the fiscal quarter ended October 3, 2007 set forth in Section 10.4, the aggregate amount of such Restricted Payments of the Company and its Subsidiaries declared or made during the period commencing with the first day of fiscal year 2008 and ending on the date such Restricted Payment is declared or made, inclusive, shall not exceed the sum of: (1) $25,000,000, plus (2) 50% of Net Income for each quarter in such period (or minus 100% of Net Income for such period if Net Income for such period is a loss), plus (3) the aggregate amount of net proceeds arising from sales of the Company's Capital Stock during such period, plus (4) the Carryforward Restricted Payment Basket, minus (5) the amount of the aggregate Unused Restricted Payment Allowance allocated to the Carryforward Capital Expenditure Basket as provided in subsection (b) below. (b) Notwithstanding Within 90 days after the limitations set forth end of each fiscal year of the Company, commencing with 90 days after the end of fiscal year 2006, after or with delivery of the audited annual financial statements in clause (a) hereofrespect of the immediately preceding fiscal year of the Company, the Company shall notify the holders of Notes of (i) the Unused Restricted Payment Allowance for such immediately preceding fiscal year and (ii) whether or not the Company will allocate any portion of such Unused Restricted Payment Allowance to the Carryforward Capital Expenditure Basket, whereupon the Carryforward Capital Expenditure Basket shall be immediately increased by the amounts allocated thereto. Notwithstanding the foregoing, the Carryforward Capital Expenditure Basket may make one or more Investments not be increased in any one or fiscal year by more Unrestricted Subsidiaries after December 31, 1997, in an aggregate amount in respect of all Unrestricted Subsidiaries not in excess of than $10,000,000, so long as immediately before, and after giving effect to, such Investment, no Default or Event of Default exists or would exist. For the avoidance of doubt, any such Investment in any Unrestricted Subsidiary permitted by this clause (b) shall constitute a "Restricted Investment" for purposes of this Agreement and the Other Agreement and the amount of which shall be included in determining compliance with clause (a) upon the declaration or making of any Restricted Payment or the making of any other Restricted Investment (other than an Investment in any Unrestricted Subsidiary permitted by this clause (b)). (c) Notwithstanding If the limitations Company is in compliance with the Fixed Charge Coverage Ratio for the fiscal quarter ended October 3, 2007 set forth in clause Section 10.4, within 90 days after the end of each fiscal year of the Company, commencing with 90 days after the end of fiscal year 2007, after or with delivery of the audited annual financial statements in respect of the immediately preceding fiscal year of the Company, the Company shall notify the holders of Notes of (ai) abovethe Unused Capital Expenditure Allowance for such immediately preceding fiscal year and (ii) the Company's allocation of such Unused Capital Expenditure Allowance in whole or in part to the Carryforward Capital Expenditure Basket and/or the Carryforward Restricted Payment Basket, Glamourette may pay cash dividends on its Exempt Preferred Stock outstanding from time to time whereupon the Carryforward Capital Expenditure Basket and may redeem, retire, purchase or otherwise acquire shares of its Exempt Preferred Stock from time to time. For the avoidance of doubt, such payments and transactions relating to Exempt Preferred Stock Carryforward Restricted Payment Basket shall not constitute "Restricted Payments" for purposes of this Agreement and be immediately increased by the amounts thereof allocated thereto. If the Company fails to deliver such notice to the holders of Notes in the time required, the Unused Capital Expenditure Allowance shall be allocated first to the Carryforward Restricted Payment Basket and then to the Carryforward Capital Expenditure Basket. Notwithstanding the foregoing, (x) the Carryforward Capital Expenditure Basket may not be included increased in determining any fiscal year by more than $10,000,000, and (y) if the Company is in compliance with clause the Fixed Charge Coverage Ratio for the fiscal quarter ended October 3, 2007 set forth in Section 10.4, (ai) above for the Carryforward Restricted Payment Basket, if any, may not be increased in any purpose. The permissions granted under this clause fiscal year by more than $25,000,000, and (ii) no increase in the Carryforward Restricted Payment Basket shall be permitted if the aggregate amount of Capital Expenditures made in the immediately preceding fiscal year was less than $40,000,000." (c) are subject to Schedule B of each Note Agreement is hereby amended as follows: (i) by amending and restating in its entirety the limitation that no more than 1,000 shares definition of Exempt Preferred Stock shall be issued and outstanding at any one time, the issuance of Exempt Preferred Stock is solely to employees, managers or directors of Glamourette, the maximum annual cash dividend payable in respect of such Exempt Preferred Stock is $62 per share and the redemption, retirement, purchase or other acquisition of Exempt Preferred Stock by Glamourette is in connection with the resignation or termination of employment, death or retirement of any such employee, manager or director and is at a price which is fair and reasonable in the reasonable opinion of the Company."EBITDA" as follows:

Restricted Payments and Restricted Investments. (a1) The Company will notDeclare or make, and will not permit or incur any liability to make any Restricted Payments or Restricted Investments, except: (A) a Restricted Subsidiary tomay pay dividends to the Company; and (B) subject to the limitation in clause (2) below, the Company and its Restricted Subsidiaries may declare or make any Restricted Payment or make any Payments and Restricted Investment unless: (i) Investments, provided that immediately after, and after giving effect toto any such action, such Restricted Payment (x) no Event of Default or such Restricted Investmentevent which with the passing of time or the giving of notice, or both, would constitute an Event of Default shall exist, and (y) the aggregate amount of (y) all Restricted Payments declared or made after December 31, 1997 and (z) all Restricted Investments at such time would not exceed the sum of (A) Eight Million Dollars ($8,000,000)made on or after August 14, plus (B) 50% (or 100% in the case of a deficit) of Full Consolidated Net Income for the period commencing on and including January 1, 1998 and ending on 2002 to and including the date such Restricted Payment or Restricted Investment is declared or made or such Restricted Investment is made, plusas the case may be, would not exceed the sum of (i) $7,500,000, plus (ii) 60% of any Cumulative Consolidated Net Income, minus (iii) 100% of any Cumulative Consolidated Net Loss, plus (iv) the net proceeds to the Company from any issuance of capital stock from and after the August 14, 2002; (C2) In addition to the limitations contained in clause (1) above, the aggregate amount of net cash proceeds received by the Company from the sale of capital stock all Restricted Investments of the Company and its Restricted Subsidiaries outstanding at any time on or after December 31,1997; and August 14, 2002 shall not exceed the greater of (iia) at the time of such declaration and immediately before, and after giving effect to, such Restricted Payment $7,500,000 or such Restricted Investment, no Default or Event of Default exists or would exist. (b) Notwithstanding 15% of Consolidated Adjusted Net Worth. In valuing any Investments for the purpose of applying the limitations set forth in clause (a) hereofthis Section 5(i), the Company may make one or more Investments in any one or more Unrestricted Subsidiaries after December 31, 1997, in an aggregate amount in respect of all Unrestricted Subsidiaries not in excess of $10,000,000, so long as immediately before, and after giving effect to, such Investment, no Default or Event of Default exists or would exist. For the avoidance of doubt, any such Investment in any Unrestricted Subsidiary permitted by this clause (b) shall constitute a "Restricted Investment" for purposes of this Agreement and the Other Agreement and the amount of which shall be included in determining compliance with clause (a) upon taken at the declaration or making of any Restricted Payment or the making of any other Restricted Investment (other than an Investment in any Unrestricted Subsidiary permitted by this clause (b)). (c) Notwithstanding the limitations set forth in clause (a) aboveoriginal cost thereof, Glamourette may pay cash dividends on its Exempt Preferred Stock outstanding from time to time and may redeem, retire, purchase or otherwise acquire shares of its Exempt Preferred Stock from time to time. For the avoidance of doubt, such payments and transactions relating to Exempt Preferred Stock shall not constitute "Restricted Payments" for purposes of this Agreement and the amounts thereof shall not be included in determining compliance with clause (a) above without allowance for any purpose. The permissions granted under this clause (c) are subject to the limitation that no more than 1,000 shares subsequent write-offs or appreciation or depreciation therein, but less any amount repaid or recovered in cash on account of Exempt Preferred Stock shall be issued and outstanding at any one time, the issuance of Exempt Preferred Stock is solely to employees, managers capital or directors of Glamourette, the maximum annual cash dividend payable in respect of such Exempt Preferred Stock is $62 per share and the redemption, retirement, purchase or other acquisition of Exempt Preferred Stock by Glamourette is in connection with the resignation or termination of employment, death or retirement of any such employee, manager or director and is at a price which is fair and reasonable in the reasonable opinion of the Companyprincipal.

Restricted Payments and Restricted Investments. (a) The Neither the Company will not, and will not permit nor any Restricted Wholly-Owned Subsidiary toshall make, declare or incur any liability to make any Restricted Payments or any Restricted Investment after the Closing Date other than any Restricted Payment or make any Restricted Investment unless: (i) if immediately after, and after giving effect to, such Restricted Payment or such Restricted Investmentthereto, the aggregate amount of (y) all Restricted Payments made or declared or made after December 31, 1997 by the Company and (z) each Subsidiary since the Closing Date plus the aggregate value of all Restricted Investments at such time would (including those made pursuant to this sentence) does not exceed the sum of of (Aa) Eight Million Dollars ($8,000,000), plus (B) 5025% (or 100% in the case of a deficit) of Full Consolidated Net Income for the period commencing on and including January 1each full fiscal year ended after December 31, 1998 and ending on and including the date 1997 (or if Consolidated Net Income for any such Restricted Payment year is declared or made or a loss, then 100% of Consolidated Net Income for such Restricted Investment is madeyear, plus expressed as a negative number) plus (Cb) the aggregate amount Net Proceeds of net cash proceeds Eligible Capital Stock received by the Company from the sale of capital stock of the Company after December 31,1997; and (ii) at the time of such declaration and immediately before, and after giving effect to, such Restricted Payment or such Restricted Investment, no Default or Event of Default exists or would exist. (b) Notwithstanding the limitations set forth in clause (a) hereof, the Company may make one or more Investments in any one or more Unrestricted Subsidiaries after December 31, 1997; provided, in an aggregate amount in respect either case, (i) no Event of all Unrestricted Subsidiaries not in excess of $10,000,000, so long as Default or Default exists immediately before, before or immediately after making or declaring such Restricted Payment or Restricted Investment or would otherwise be reasonably expected to result therefrom and (ii) immediately after giving effect tothereto the Company could incur an additional $1.00 of Debt and not violate the financial covenants set forth in PARAGRAPH 9.1. Neither the Company nor any Wholly-Owned Subsidiary shall make, such Investment, declare or incur any liability to make any Restricted Investment after the Closing Date unless (i) no Default or Event of Default or Default exists immediately before or would existimmediately after making, declaring or incurring liability to make such Restricted Investment or could reasonably be expected to result therefrom, (ii) immediately after giving effect thereto the Company could incur an additional $1.00 of Debt and not violate the financial covenants set forth in PARAGRAPH 9.1 and (iii) if the Restricted Investment is in an Affiliate, the Restricted Investment is represented by a promissory note the repayment of which is secured by a perfected, first priority Lien on assets of the Affiliate with a fair market value at least equal to the principal amount of the promissory note. For the avoidance purpose of doubtthis PARAGRAPH 9.2, any such the value of a Restricted Investment in any Unrestricted Subsidiary permitted by this clause which constitutes a liability (bcontingent or otherwise) shall constitute a "Restricted Investment" for purposes of this Agreement and be the Other Agreement and the maximum amount of which shall be included in determining compliance with clause (a) upon the declaration or making of any Restricted Payment or the making of any other Restricted Investment (other than an Investment in any Unrestricted Subsidiary permitted by this clause (b))such liability. (c) Notwithstanding the limitations set forth in clause (a) above, Glamourette may pay cash dividends on its Exempt Preferred Stock outstanding from time to time and may redeem, retire, purchase or otherwise acquire shares of its Exempt Preferred Stock from time to time. For the avoidance of doubt, such payments and transactions relating to Exempt Preferred Stock shall not constitute "Restricted Payments" for purposes of this Agreement and the amounts thereof shall not be included in determining compliance with clause (a) above for any purpose. The permissions granted under this clause (c) are subject to the limitation that no more than 1,000 shares of Exempt Preferred Stock shall be issued and outstanding at any one time, the issuance of Exempt Preferred Stock is solely to employees, managers or directors of Glamourette, the maximum annual cash dividend payable in respect of such Exempt Preferred Stock is $62 per share and the redemption, retirement, purchase or other acquisition of Exempt Preferred Stock by Glamourette is in connection with the resignation or termination of employment, death or retirement of any such employee, manager or director and is at a price which is fair and reasonable in the reasonable opinion of the Company.

Restricted Payments and Restricted Investments. (a) The Company will not, and will not permit any Restricted Subsidiary of its Subsidiaries to, declare, make or incur any liability to declare or make any Restricted Payment or make any Restricted Investment unless: except that (i) any Subsidiary may declare and make Restricted Payments to its parent and (ii) the Company may make Restricted Payments and Restricted Investments if, immediately afterprior, and immediately after giving effect toeffect, to the making of such Restricted Payment or such Restricted Investment, the aggregate amount of (y) all Restricted Payments declared or made after December 31, 1997 and (z) all Restricted Investments at such time would not exceed the sum of (A) Eight Million Dollars ($8,000,000), plus (B) 50% (or 100% in the case of a deficit) of Full Consolidated Net Income for the period commencing on and including January 1, 1998 and ending on and including the date such Restricted Payment is declared or made or such Restricted Investment is made, plus (C) the aggregate amount of net cash proceeds received by the Company from the sale of capital stock of the Company after December 31,1997; and (ii) at the time of such declaration and immediately before, and after giving effect to, such Restricted Payment or such Restricted Investment, no Default or Event of Default exists would exist and, with respect to Restricted Payments, immediately after giving effect to such action, the aggregate amount of such Restricted Payments of the Company and its Subsidiaries declared or made during any fiscal year would existnot exceed $15,000,000 minus the amount of the aggregate Unused Restricted Payment Allowance allocated to the Carryforward Capital Expenditure Basket as provided in subsection (b) below, provided, however, if the Company is in compliance with the Fixed Charge Coverage Ratio for the fiscal quarter ended October 3, 2007 set forth in Section 10.4, the aggregate amount of such Restricted Payments of the Company and its Subsidiaries declared or made during the period commencing with the first day of fiscal year 2008 and ending on the date such Restricted Payment is declared or made, inclusive, shall not exceed the sum of: (1) $25,000,000, plus (2) 50% of Net Income for each quarter in such period (or minus 100% of Net Income for such period if Net Income for such period is a loss), plus (3) the aggregate amount of net proceeds arising from sales of the Company's Capital Stock during such period, plus (4) the Carryforward Restricted Payment Basket, minus (5) the amount of the aggregate Unused Restricted Payment Allowance allocated to the Carryforward Capital Expenditure Basket as provided in subsection (b) below. (b) Notwithstanding Within 90 days after the limitations set forth end of each fiscal year of the Company, commencing with 90 days after the end of fiscal year 2006, after or with delivery of the audited annual financial statements in clause (a) hereofrespect of the immediately preceding fiscal year of the Company, the Company shall notify the holders of Notes of (i) the Unused Restricted Payment Allowance for such immediately preceding fiscal year and (ii) whether or not the Company will allocate any portion of such Unused Restricted Payment Allowance to the Carryforward Capital Expenditure Basket, whereupon the Carryforward Capital Expenditure Basket shall be immediately increased by the amounts allocated thereto. Notwithstanding the foregoing, the Carryforward Capital Expenditure Basket may make one or more Investments not be increased in any one or fiscal year by more Unrestricted Subsidiaries after December 31, 1997, in an aggregate amount in respect of all Unrestricted Subsidiaries not in excess of than $10,000,000, so long as immediately before, and after giving effect to, such Investment, no Default or Event of Default exists or would exist. For the avoidance of doubt, any such Investment in any Unrestricted Subsidiary permitted by this clause (b) shall constitute a ."Restricted Investment" for purposes of this Agreement and the Other Agreement and the amount of which shall be included in determining compliance with clause (a) upon the declaration or making of any Restricted Payment or the making of any other Restricted Investment (other than an Investment in any Unrestricted Subsidiary permitted by this clause (b)). (c) Notwithstanding the limitations set forth in clause (a) above, Glamourette may pay cash dividends on its Exempt Preferred Stock outstanding from time to time and may redeem, retire, purchase or otherwise acquire shares of its Exempt Preferred Stock from time to time. For the avoidance of doubt, such payments and transactions relating to Exempt Preferred Stock shall not constitute "Restricted Payments" for purposes of this Agreement and the amounts thereof shall not be included in determining compliance with clause (a) above for any purpose. The permissions granted under this clause (c) are subject to the limitation that no more than 1,000 shares of Exempt Preferred Stock shall be issued and outstanding at any one time, the issuance of Exempt Preferred Stock is solely to employees, managers or directors of Glamourette, the maximum annual cash dividend payable in respect of such Exempt Preferred Stock is $62 per share and the redemption, retirement, purchase or other acquisition of Exempt Preferred Stock by Glamourette is in connection with the resignation or termination of employment, death or retirement of any such employee, manager or director and is at a price which is fair and reasonable in the reasonable opinion Section 10.13 of the Company.Note Agreement is hereby amended and restated in its entirety to read as follows: