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of return on such securities shall not exceed
the prime rate of interest of Irving Trust
Company published from time to time plus
3/8ths of one percent and provided, further,
that immediately after such issuance
[Griffin's] interest in the Common Stock of
LRFP shall not be reduced to less than 5
percent.
* * * * * * *
13. If, after the close of any fiscal year ending
after July 1, 1989, the independent auditors of LRFP
certify that LRFP has earned a net profit after taxes,
the Board of Directors of LRFP shall consider voting to
declare a dividend to the holders of the Common Stock
in an amount equalling not less than 40% of such after-
tax profit unless LRFP's Executive Committee certifies,
in writing, that part or all of such 40% portion of the
net after-tax profit shall not be declared a dividend
because such funds are required to be used, or to be
reserved for, particular capital investments or that
sufficient cash is not available in light of LRFP's
other requirements.
* * * * * * *
15. (b) GNN shall have responsibility for the
management of LRFP and any of its subsidiaries. * * *
16. On not less than six months' written notice
given to [Griffin] on and after January 1, 1989 LRC
shall have the right to purchase all of [Griffin's]
shares of the Preferred Stock and Common Stock of LRFP
at the price of $10,000 per share for each of
[Griffin's] shares of the Preferred Stock then owned by
it and $58,894.23 per share for each of [Griffin's]
shares of the Common Stock then owned by it plus five
(5) percent of the retained earnings, if any, of LRFP
as at the earnings date as hereinafter defined.
Similarly, on not less than six months' written
notice given to LRC on and after January 1, 1989
[Griffin] shall have the right to sell all of
[Griffin's] Preferred Stock and Common Stock of LRFP to
LRC at the price of $10,000 per share for each of
[Griffin's] shares of the Preferred Stock then owned by
it and $58,894.23 per share for each of [Griffin's]
shares of the Common Stock then owned by it plus five
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