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 Family LP to the Company or any of its Subsidiaries, (b) then, until the tenth anniversary of the date hereof, the Life Insurance Proceeds, if any, and (c) 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 full payment of such purchase price referred to in clause (c) above, as determined in good faith by a majority of the Board (including at least one Family LP Nominee) or (y) that the Company is not permitted, pursuant to the provisions of any Indebtedness of the Company or any 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 (c) above, but is permitted, pursuant thereto and pursuant to all other credit obligations of the Company, to issue either or both of the Family LP Repurchase Notes (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 a ten percent (10%) 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 but, in the event that the Credit Agreement remains outstanding at the time such notes are issued, not prior to May 1, 2005 and substantially in the form attached hereto as Exhibit A (each such promissory note, a "Family LP Repurchase Note"). In the event that the Company (or its designee) intends to deliver a Family LP Repurchase Note upon the exercise of any Family LP Put Rights, the Company (or its designee) shall notify the intended recipient thereof prior to the delivery thereof. The Company (or its designee) shall have the right set forth in clause (a) of the first sentence of this Section 7.4 whether or not any Permitted Transferee(s) of the Family LP owing amounts to the Company or its Subsidiaries 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 Family LP Employee Shareholder to the Company or any of its Subsidiaries, (b) then, until the tenth anniversary of the date hereof, the Life Insurance Proceedssubsidiaries, if any, and (cb) 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 (cb) above, as determined in good faith by a majority of the Board (including at least one Family LP Nominee) Board, or (y) that the Company is not permitted, pursuant to the provisions of any Indebtedness of either the Company Credit Agreement or the Subordinated Notes, or any of its Subsidiaries 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 full payment of such purchase price referred to in clause (cb) above, but is permitted, pursuant thereto and pursuant to all other credit obligations of the Company, Company to issue either or both of the Family LP an Employee Repurchase Notes (as defined below) in lieu thereofNote, 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 a ten an eight percent (108%) 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 but, in (or such later date as may be required by any financing agreement to which the event that the Credit Agreement remains outstanding at the time such notes are issued, not prior to May 1, 2005 Company is a party) and substantially in the form attached hereto as Exhibit A for the remainder of the purchase price, if any (each such promissory note, a the "Family LP Employee Repurchase Note"). In the event that the Company (or its designee) intends to deliver a Family LP an Employee Repurchase Note upon the exercise of any Family LP Put RightsRight 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 right rights set forth in clause subsections (a) and (b) of the first sentence of this Section 7.4 whether or not any Permitted Transferee(s) of the Family LP Employee Shareholder owing amounts to the Company or its Subsidiaries subsidiaries, 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 designee) pursuant to this Article VII will be paid by (a) at the Company's option, the cancellation of indebtedness owing from the Family LP Employee Shareholder to the Company or any of its Subsidiaries, (b) then, until the tenth anniversary of the date hereof, the Life Insurance Proceedssubsidiaries, if any, and (cb) 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 (cb) above, as determined in good faith by a majority of the Board (including at least one Family LP Nominee) Board, or (y) that the Company is not permitted, pursuant to the provisions of any Indebtedness of either the Company Credit Agreements or the Subordinated Notes, or any of its Subsidiaries 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 full payment of such purchase price referred to in clause (cb) above, but is permitted, pursuant thereto and pursuant to all other credit obligations of the Company, Company to issue either or both of the Family LP an Employee Repurchase Notes (as defined below) in lieu thereofNote, 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 a ten an eight percent (108%) 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 but, in (or such later date as may be required by any financing agreement to which the event that the Credit Agreement remains outstanding at the time such notes are issued, not prior to May 1, 2005 Company is a party) and substantially in the form attached hereto as Exhibit A for the remainder of the purchase price, if any (each such promissory note, a the "Family LP Employee Repurchase Note"). In the event that the Company (or its designee) intends to deliver a Family LP an Employee Repurchase Note upon the exercise of any Family LP Put RightsRight 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 right rights set forth in clause subsections (a) and (b) of the first sentence of this Section 7.4 whether or not any Permitted Transferee(s) of the Family LP Employee Shareholder owing amounts to the Company or its Subsidiaries subsidiaries, 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 designee) pursuant to this Article VII will be paid by (a) at the Company's option, the cancellation of indebtedness owing from the Family LP Management Stockholder to the Company or any of its Subsidiaries, (b) then, until the tenth anniversary of the date hereof, the Life Insurance Proceedssubsidiaries, if any, and (cb) 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 (cb) above, as determined in good faith by a majority of the Board (including at least one Family LP Nominee) Board, or (y) that the Company is not permitted, pursuant to the provisions of any Indebtedness of either the Company Credit Agreement or the Subordinated Notes, or any of its Subsidiaries 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 full payment of such purchase price referred to in clause (cb) above, but is permitted, pursuant thereto and pursuant to all other credit obligations of the Company, Company to issue either or both of the Family LP a Management Repurchase Notes (as defined below) in lieu thereofNote, 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 a ten an eight percent (108%) 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 but, in (or such later date as may be required by any financing agreement to which the event that the Credit Agreement remains outstanding at the time such notes are issued, not prior to May 1, 2005 Company is a party) and substantially in the form attached hereto as Exhibit A for the remainder of the purchase price, if any (each such promissory note, a the "Family LP 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 Family LP Management Repurchase Note upon the exercise of any Family LP Put RightsRight 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 right rights set forth in clause subsections (a) and (b) of the first sentence of this Section 7.4 whether or not any Permitted Transferee(s) of the Family LP Management Stockholder owing amounts to the Company or its Subsidiaries subsidiaries, 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 designee) pursuant to this Article VII will be paid by (a) at the Company's ’s option, the cancellation of indebtedness owing from the Family LP Management Stockholder to the Company or any of its Subsidiaries, (b) then, until the tenth anniversary of the date hereof, the Life Insurance Proceedssubsidiaries, if any, and (cb) then, 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 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 (cb) above, as determined in good faith by a majority of the Board (including at least one Family LP Nominee) Board, or (y) that the Company is not permitted, pursuant to the provisions of any Indebtedness of either the Company Credit Agreement or the Subordinated Notes, or any of its Subsidiaries 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 full payment of such purchase price referred to in clause (cb) above, but is permitted, pursuant thereto and pursuant to all other credit obligations of the Company, Company to issue either or both of the Family LP a Management Repurchase Notes (as defined below) in lieu thereofNote, 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 a ten an eight percent (108%) 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 but, in (or such later date as may be required by any financing agreement to which the event that the Credit Agreement remains outstanding at the time such notes are issued, not prior to May 1, 2005 Company is a party) and substantially in the form attached hereto as Exhibit A for the remainder of the purchase price, if any (each such promissory note, a "Family LP 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 Family LP Management Repurchase Note upon the exercise of any Family LP Put RightsRight 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 right rights set forth in clause subsections (a) and (b) of the first sentence of this Section 7.4 whether or not any Permitted Transferee(s) of the Family LP Management Stockholder owing amounts to the Company or its Subsidiaries subsidiaries, 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 designee) pursuant to this Article VII VI will be paid by (a) at the Company's option, the cancellation of indebtedness owing from the Family LP Management Shareholder to the Company or any of its Subsidiaries, (b) then, until the tenth anniversary of the date hereof, the Life Insurance Proceeds, if any, and (cb) 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 THAT, 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 (cb) above, as determined in good faith by a majority of the Board (including at least one Family LP Nominee) Board, or (y) that the Company is not permitted, pursuant to the provisions of any Indebtedness of the Company or any 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 (cb) above, but is permitted, pursuant thereto and pursuant to all other credit obligations of the Company, to issue either or both of the Family LP a Management Repurchase Notes Note (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 a ten percent (10%) 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 but, in (or such later date as may be required by any financing agreement to which the event that the Credit Agreement remains outstanding at the time such notes are issued, not prior to May 1, 2005 Company is a party) and substantially in the form attached hereto as Exhibit A for the remainder of the purchase price, if any (each such promissory note, a the "Family LP Management Repurchase Note"); PROVIDED, FURTHER, that if a Management Repurchase Note is issued by the Company in connection with the exercise of any "put" or "call" right pursuant to this Article 6, the Company covenants, notwithstanding the terms of the Management Repurchase Note, to use reasonable efforts to repay such note 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 as long as) any payment of any Management Repurchase Note would give rise to or result in a Violation or Financing Default. In the event that the Company (or its designee) intends to deliver a Family LP Management Repurchase Note upon the exercise of any Family LP Put Rightsand 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 right rights set forth in clause subsections (a) and (b) of the first sentence of this Section 7.4 6.4 whether or not any Permitted Transferee(s) of the Family LP Management Shareholder owing amounts to the Company or its Subsidiaries Subsidiaries, if applicable, is itself an obligor of the Company or its Subsidiaries.