Dividends and Related Distributions. The Company will not, and will not permit any of its Subsidiaries to, declare or make any Stock Payment, except as follows: (i) Stock Payments to the Holding Company Guarantor, for the purposes of making Stock Payments to the Guarantor for the purposes of paying reasonable administrative costs and salaries of the Guarantor's employees, paying taxes and paying expenses incurred in the ordinary course of business or Stock Payments to the Holding Company Guarantor for the purposes of paying reasonable administrative costs and salaries of the Holding Company Guarantor's employees, paying taxes and paying expenses incurred in the ordinary course of business; provided, that no Stock Payment pursuant to this clause (i) may be made (a) at any time when a Default or Event of Default exists or would occur after giving effect to such Stock Payment or (b) if, after giving effect to such Stock Payment, the aggregate amount of Stock Payments made during any fiscal year of the Company, together with any loans and advances made pursuant to paragraph 6G(iv) during such fiscal year, would exceed $1,500,000; (ii) Stock Payments to the Holding Company Guarantor for the purposes of making Stock Payments to the Guarantor for the purposes of making Stock Payments to the extent permitted by Section 4.17 of the Guarantee Agreement; provided, that no Stock Payment pursuant to this clause (ii) may be made at any time when a Default or Event of Default exists or would occur after giving effect to such Stock Payment; (iii) Stock Payments to the Holding Company Guarantor so long as the proceeds thereof shall be loaned to the Company as permitted by paragraph 6E hereof; and (iv) A Subsidiary of the Company may declare and make Stock Payments if all of the capital stock of such Subsidiary is owned by the Company or by a direct or indirect Wholly-Owned Subsidiary of the Company. (g) Paragraph 6M of each of the Agreements is amended in its entirety to read as follows:
Appears in 1 contract
Dividends and Related Distributions. The Company will Each of the Loan Parties shall not, and will shall not permit any of its Subsidiaries to, declare make or pay, or agree to become or remain liable to make or pay, any Stock Paymentdividend or other distribution of any nature (whether in cash, property, securities or otherwise) on account of or in respect of its shares of capital stock, partnership interests or limited liability company interests on account of the purchase, redemption, retirement or acquisition of its shares of capital stock (or warrants, options or rights therefor), partnership interests or limited liability company interests, except as follows:that
(i) Stock Payments the Loan Parties may pay dividends or other distributions payable to another Loan Party; and
(ii) the Holding Company Guarantor, Loan Parties may pay dividends in any fiscal quarter after the Borrowers deliver their quarterly financial statements and compliance certificate pursuant to Sections 7.3.1 and 7.3.3 for the purposes of making Stock Payments immediately preceding fiscal quarter, in an aggregate amount not to the Guarantor for the purposes of paying reasonable administrative costs and salaries exceed 50% of the Guarantor's employees, paying taxes and paying expenses incurred consolidated net income (computed in the ordinary course of business or Stock Payments to the Holding Company Guarantor for the purposes of paying reasonable administrative costs and salaries accordance with GAAP) of the Holding Company Guarantor's employeesBorrowers for such immediately preceding four fiscal quarters less any dividend payments made during such immediately preceding four fiscal quarters, paying taxes and paying expenses incurred in the ordinary course of business; provided, that no Stock Payment pursuant to this clause (i) may be made provided that:
(a) at any time when a no Potential Default or Event of Default shall exist on the date on which the Borrower's make such dividend payment after giving effect to such dividend payment; and
(b) the Borrowers shall demonstrate the fact described in clause (a) immediately above in the compliance certificate which they deliver for such fiscal quarter.
(iii) Provided that no Potential Default or Event of Default exists and is continuing on the date of payment, if any Other Permitted Investment described in and permitted under Section 7.2.4(v) and (vi) is sold for cash or would occur otherwise liquidated or repaid for cash and if the consolidated net income (computed in accordance with GAAP) of the Borrowers for the four fiscal quarters immediately preceding the date of the proposed payment is greater than zero, the Loan Parties may pay dividends (after giving effect to subtracting from such Stock Payment or (b) if, after giving effect to such Stock Payment, proposed dividend payment the aggregate amount of Stock Payments made during any dividends paid under this Section 7.2.5(iii) within the immediately preceding four fiscal year of quarters) in an aggregate amount less than or equal to the Company, together with any loans and advances made pursuant to paragraph 6G(iv) during such fiscal year, would exceed $1,500,000;lesser of:
(iia) Stock Payments to the Holding Company Guarantor for excess of (1) the purposes net cash proceeds form such sale (less the cost of making Stock Payments to disposition, if any) over (2) the Guarantor for the purposes of making Stock Payments to the extent permitted by Section 4.17 of the Guarantee Agreement; providedInvestment Consideration paid, that no Stock Payment pursuant to this clause (ii) may be made at any time when a Default incurred or Event of Default exists or would occur after giving effect to given in connection with such Stock Payment;
(iii) Stock Payments to the Holding Company Guarantor so long as the proceeds thereof shall be loaned to the Company as permitted by paragraph 6E hereof; Permitted Investment, and
(ivb) A Subsidiary of the Company may declare and make Stock Payments if all of the capital stock of such Subsidiary is owned by the Company or by a direct or indirect Wholly-Owned Subsidiary of the Company$2,000,000.
(g) Paragraph 6M of each of the Agreements is amended in its entirety to read as follows:
Appears in 1 contract
Sources: Credit Agreement (Bell Oil Corp)
Dividends and Related Distributions. The Company will Except as provided in this Section 8.2.5 below, each of the Loan Parties shall not, and will shall not permit any of its Subsidiaries to:
(A) make or pay, declare or agree to become or remain liable to make or pay, any dividend or other distribution of any nature (whether in cash, property, securities or otherwise) on account of or in respect of its shares of capital stock, partnership interests or limited liability company interests or make any Stock Paymentpayments on account of the purchase, except as follows:redemption, retirement or acquisition of its shares of capital stock (or warrants, options or rights therefor), partnership interests or limited liability company interests, or
(B) make or pay any amounts, whether principal, interest or otherwise, on or in respect of loans or other obligations of a Loan Party to Lone Star Technologies or otherwise make payments, transfer assets or pay or provide any consideration (including incurring or assuming debt or other obligations) to Lone Star Technologies or any Affiliates of Lone Star Technologies other than the Loan Parties. Notwithstanding the preceding sentence, the Loan Parties may
(i) Stock Payments to make regularly scheduled payments of principal or interest under the Holding Company Guarantor, for the purposes of making Stock Payments to the Guarantor for the purposes of paying reasonable administrative costs and salaries of the Guarantor's employees, paying taxes and paying expenses incurred in the ordinary course of business or Stock Payments to the Holding Company Guarantor for the purposes of paying reasonable administrative costs and salaries of the Holding Company Guarantor's employees, paying taxes and paying expenses incurred in the ordinary course of business; provided, Slab Financing Arrangement provided that no Stock Payment pursuant to this clause (i) may be made (a) at any time when a Potential Default or Event of Default exists or would occur shall exist immediately prior to and after giving effect to such Stock Payment payment; or
(i) pay dividends or make other distributions or payments to another Loan Party, or
(bii) ifpay a dividend or make a payment on Indebtedness incurred in accordance with Section 8.2.1(v) to Lone Star Technologies, provided that
(a) no Potential Default or Event of Default shall exist immediately prior to and after giving effect to such Stock Payment, the aggregate amount of Stock Payments made during any fiscal year of the Company, together with any loans and advances made pursuant to paragraph 6G(iv) during such fiscal year, would exceed $1,500,000dividend;
(iib) Stock Payments the Borrower shall demonstrate that it shall be in compliance with the covenants contained in the sections listed in the grid below computed as of the dates and subject to the Holding Company Guarantor for the purposes of making Stock Payments adjustments set forth in such grid. Borrower shall deliver to the Guarantor for Agent and the purposes of making Stock Payments Banks at least five (5) Business Days prior to the extent permitted by date on which Borrower pays such dividend (the "Dividend Payment Date") a certificate in the form of EXHIBIT 8.2.5 evidencing such compliance. Covenant - Section 4.17 Covenant - Title Date of the Guarantee AgreementComputation; provided, that no Stock Payment pursuant to this clause (ii) may be made at any time when a Default or Event of Default exists or would occur after giving effect to such Stock Payment;
(iii) Stock Payments to the Holding Company Guarantor so long as the proceeds thereof shall be loaned to the Company as permitted by paragraph 6E hereof; and
(iv) A Subsidiary of the Company may declare and make Stock Payments if all of the capital stock of such Subsidiary is owned by the Company or by a direct or indirect Wholly-Owned Subsidiary of the Company.
(g) Paragraph 6M of each of the Agreements is amended in its entirety to read as follows:Adjustments ------------------
Appears in 1 contract
Dividends and Related Distributions. The Company will notNone of the Loan Parties shall make or pay, and will not permit or agree to become or remain liable to make or pay, any dividend or other distribution of any nature (whether in cash, property, securities or otherwise) on account of or in respect of its Subsidiaries toshares of capital stock, declare partnership interests or make any Stock Paymentlimited liability company interests on account of the purchase, except as followsredemption, retirement or acquisition of its shares of capital stock (or warrants, options or rights therefor), partnership interests or limited liability company interests, except:
(i) Stock Payments dividends or other distributions payable to the Holding Company Guarantor, for the purposes of making Stock Payments to the Guarantor for the purposes of paying reasonable administrative costs and salaries of the Guarantor's employees, paying taxes and paying expenses incurred in the ordinary course of business or Stock Payments to the Holding Company Guarantor for the purposes of paying reasonable administrative costs and salaries of the Holding Company Guarantor's employees, paying taxes and paying expenses incurred in the ordinary course of business; provided, that no Stock Payment pursuant to this clause (i) may be made (a) at any time when a Default or Event of Default exists or would occur after giving effect to such Stock Payment or (b) if, after giving effect to such Stock Payment, the aggregate amount of Stock Payments made during any fiscal year of the Company, together with any loans and advances made pursuant to paragraph 6G(iv) during such fiscal year, would exceed $1,500,000another Loan Party;
(ii) Stock Payments dividends payable by the Borrower on common stock issued by the Borrower of up to $0.56 per share per fiscal year, provided that at the Holding Company Guarantor for the purposes time of making Stock Payments to the Guarantor for the purposes any such dividend payment, no Event of making Stock Payments to the extent permitted by Section 4.17 of the Guarantee AgreementDefault or Potential Default shall exist or shall result from such dividend payment after giving effect thereto; provided, further, that no Stock Payment pursuant the foregoing limitation on such dividends of up to this clause (ii) may be made at any time when a Default $0.56 per share per fiscal year shall not apply so long as the Leverage Ratio is 1.0 to 1.0 or Event of Default exists or would occur after giving effect to such Stock Paymentless;
(iii) Stock Payments stock purchases or redemptions in connection with the exercise by employees or members of the board of directors of any Loan Party of any equity securities issued pursuant to an employee or board of directors equity subscription agreement, equity option agreement or equity ownership arrangement or other compensation plan permitted to be issued hereunder;
(iv) common stock purchases or redemptions, made by the Borrower, of common stock issued by the Borrower, provided that at the time of any such common stock purchase or redemption, no Event of Default or Potential Default shall exist or shall result from such common stock purchase or redemption after giving effect thereto, provided, further such purchases and redemptions shall be limited to the Holding Company Guarantor so long as sum of (A) an aggregate of $10,000,000 for the proceeds thereof shall be loaned period commencing on the Closing Date through the Expiration Date plus (B) for each fiscal year, the portion of Available Excess Cash Flow that is not used to prepay, purchase, repurchase, or redeem the Company Senior Notes (1991) or the Senior Notes (2002) as permitted by paragraph 6E hereof; and
(iva) A Subsidiary of the Company may declare and make Stock Payments if all of the capital stock of such Subsidiary is owned by the Company or by a direct or indirect Wholly-Owned Subsidiary of the Company.
(g) Paragraph 6M of each of the Agreements is amended in its entirety to read as follows:Section 8.2.15
Appears in 1 contract
Dividends and Related Distributions. The Company will Borrower shall not, and will shall not permit any Subsidiary of its Subsidiaries the Borrower to, declare or make any Stock Payment, except as follows:
(ia) Stock Payments to the Holding Company GuarantorSo long as no Event of Default or Potential Default shall have occurred and be continuing or shall occur after giving effect thereto, for the purposes of making Stock Payments to the Guarantor for the purposes of paying reasonable administrative costs and salaries of the Guarantor's employees, paying taxes and taxes, paying expenses incurred in the ordinary course of business or Stock Payments to and making payments required under the Holding Company Guarantor for the purposes of paying reasonable administrative costs and salaries of the Holding Company Guarantor's employees, paying taxes and paying expenses incurred in the ordinary course of businessServices Agreement; providedPROVIDED, that no Stock Payment pursuant to this clause (iSection 7.07(a) may be made (a) at any time when a Default or Event of Default exists or would occur after giving effect to such Stock Payment or (b) if, after giving effect to such Stock Payment, the aggregate amount of Stock Payments made during any fiscal year of the CompanyBorrower, together with any loans and advances made pursuant to paragraph 6G(ivSection 7.06(b)(ii) (other than to the Guarantor for the purpose of paying in full the Indebtedness secured by the Senior Subordinated Indenture) during such fiscal year, would exceed $1,500,000, less the amount paid directly by the Borrower and its Subsidiaries in such fiscal year under the Services Agreement;
(iib) Stock Payments to the Holding Company Guarantor for the purposes So long as no Event of making Default or Potential Default shall have occurred and be continuing or shall occur after giving effect thereto, Stock Payments to the Guarantor for the purposes purpose of making Stock Payments to the extent permitted by Section 4.17 5.03 of the Guarantee Agreement; provided, that no Stock Payment pursuant to this clause (ii) may be made at any time when a Default or Event of Default exists or would occur after giving effect to such Stock PaymentGuaranty;
(iiic) Stock Payments to the Holding Company Guarantor so long as for the proceeds thereof shall be loaned purpose of repaying certain Indebtedness of the Guarantor to the Company as permitted by paragraph 6E hereofBorrower in the principal amount of $43,670,000; and
(ivd) A Subsidiary of the Company Borrower may declare and make Stock Payments if all of the capital stock of such Subsidiary is owned by the Company Borrower or by a direct or indirect Whollywholly-Owned owned Subsidiary of the CompanyBorrower.
(g) Paragraph 3. The Lender hereby consents to the amendment to the License Agreement in substantially the form attached hereto as Exhibit A.
4. This Amendment shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania.
5. Except as specifically amended by this Amendment, the terms and conditions of the Credit Agreement shall remain in full force and effect and shall be binding upon the parties hereto and their respective successors and assigns.
6M . This Amendment may be executed in any number of counterparts and by the different parties hereto on separate counterparts, each of which when so executed shall be deemed an original, but all such counterparts shall constitute but one and the Agreements is amended in its entirety to read as follows:same instrument.
Appears in 1 contract
Sources: Credit Agreement (Black Box Corp)
Dividends and Related Distributions. The Company will notNo Loan Party shall, and will not nor shall any Loan Party permit any of its Subsidiaries to, declare or make make, directly or indirectly, any Stock Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except as followsthat:
(ia) Stock Payments any Subsidiary of the Borrower may make, declare and pay lawful, cash dividends or distributions to, or redeem any Equity Interest held by, any Loan Party (other than Holdco);
(b) any Loan Party may make, declare or pay lawful cash dividends or distributions to the Holding Company GuarantorExcluded Subsidiaries in an aggregate amount of up to $10,000,000 over the term of the Facilities;
(c) any Subsidiary of the Borrower that is not directly or indirectly wholly-owned by the Borrower may make, for declare and pay lawful, pro rata cash dividends, distributions and redemptions;
(d) the purposes of making Stock Payments Borrower and its Subsidiaries may make, declare and pay lawful dividends or distributions to the Guarantor for extent payable in Equity Interests that are not Disqualified Stock;
(e) the purposes of paying reasonable administrative costs and salaries of Borrower may make the Guarantor's employees, paying taxes and paying expenses incurred in the ordinary course of business or Stock Payments to the Holding Company Guarantor for the purposes of paying reasonable administrative costs and salaries of the Holding Company Guarantor's employees, paying taxes and paying expenses incurred in the ordinary course of business; provided, that Special Dividend;
(f) so long as no Stock Payment pursuant to this clause (i) may be made (a) at any time when a Default or Event of Default exists shall exist at the time of such declaration or would occur could reasonably be expected to result from such Restricted Payment (tested solely at the time of declaration of any such Restricted Payment) and the Loan Parties shall be in compliance with the covenants set forth in Article VIII after giving effect to any such Stock Restricted Payment or on a Pro forma Basis for the four fiscal quarter period most recently then ended for which financial statements have been delivered (b) if, after giving effect to tested solely at the time of declaration of any such Stock Restricted Payment), the aggregate amount of Stock Borrower may make, declare and pay Restricted Payments made during to Holdco, for further distribution by Holdco to Parent, (i) in any fiscal year of the Company, together with any loans and advances made pursuant to paragraph 6G(iv) during such fiscal year, would in an amount not to exceed $1,500,000;
7,500,000 for ultimate distribution to the holders of common stock of the Parent and (ii) Stock an additional amount, in the aggregate (including Restricted Payments in the form of cash distributions to the Holding Company Guarantor for holders of the purposes Preferred Stock in accordance with the terms of making Stock Payments the Preferred Stock), not to exceed (A) when the Borrower’s Total Net Leverage Ratio is greater than 4.00:1.00 on a Pro forma Basis, an amount equal to the Guarantor for the purposes greater of making Stock Payments to the extent permitted by Section 4.17 (x) 6.0% of the Guarantee Agreementnet cash proceeds from any public equity issuance of the Parent’s Equity Interests and (y) 4.0% of the estimated fair market value of the Parent’s Equity Interests (collectively, the “Permitted Additional Distributions”) or (B) when the Borrower’s Total Net Leverage is less than or equal to 4.00:1.00 on a Pro forma Basis, an unlimited amount; provided, however, that no Stock Payment pursuant to this clause (iix) may be made at the amount of any time when a Default dividend or Event distribution that is not paid in cash but is reinvested in Equity Interests of Default exists or would occur after giving effect to such Stock Payment;
the Parent (iiiother than Disqualified Stock) Stock Payments to the Holding Company Guarantor so long as the proceeds thereof shall be loaned excluded from this calculation and (y) redemptions of Equity Interests of the Parent surrendered by employees and directors to the Company as permitted by paragraph 6E hereofcover withholding taxes shall be excluded from this calculation; and
(ivg) A Subsidiary non-cash distributions consisting of an increase to the liquidation price of the Company may declare and make Preferred Stock Payments if all to the holders of the capital stock of such Subsidiary is owned by the Company or by a direct or indirect Wholly-Owned Subsidiary of the CompanyPreferred Stock.
(g) Paragraph 6M of each of the Agreements is amended in its entirety to read as follows:
Appears in 1 contract
Sources: Credit Agreement (Shenandoah Telecommunications Co/Va/)
Dividends and Related Distributions. The Company will Borrower shall not, and will shall not permit any of its Consolidated Subsidiaries to, declare declare, make or make pay any Stock Payment, or agree, become or remain liable (contingently or otherwise) to do any of the foregoing, except as followsfor the following:
(i) Stock Payments to the Holding Company Guarantor, for the purposes of making Stock Payments to the Guarantor for the purposes of paying reasonable administrative costs and salaries of the Guarantor's employees, paying taxes and paying expenses incurred in the ordinary course of business or Stock Payments to the Holding Company Guarantor for the purposes of paying reasonable administrative costs and salaries of the Holding Company Guarantor's employees, paying taxes and paying expenses incurred in the ordinary course of business; provided, that no Stock Payment pursuant to this clause (i) may be made (a) at any time when a Default or Event of Default exists or would occur after giving effect to such Stock Payment or (b) if, after giving effect to such Stock Payment, the aggregate amount of Stock Payments made during any fiscal year of the Company, together with any loans and advances made pursuant to paragraph 6G(iv) during such fiscal year, would exceed $1,500,000;
(ii) Stock Payments to the Holding Company Guarantor for the purposes of making Stock Payments to the Guarantor for the purposes of making Stock Payments to the extent permitted by Section 4.17 of the Guarantee Agreement; provided, that no Stock Payment pursuant to this clause (ii) may be made at any time when a Default or Event of Default exists or would occur after giving effect to such Stock Payment;
(iii) Stock Payments to the Holding Company Guarantor so long as the proceeds thereof shall be loaned to the Company as permitted by paragraph 6E hereof; and
(iv) A wholly-owned Consolidated Subsidiary of the Company Borrower may declare and make Stock Payments if all of the capital stock of such wholly-owned Consolidated Subsidiary is owned by the Company Borrower or by a direct or indirect Whollywholly-Owned owned Consolidated Subsidiary of the Company.Borrower;
(gb) Paragraph 6M The Borrower may from time to time declare and make Stock Payments if such Stock Payment is payable solely in shares of each capital stock (or options, warrants or other rights therefor) of the Agreements Borrower, and a Consolidated Subsidiary of the Borrower may declare and make Stock Payments if such Stock Payment is amended payable solely in its entirety shares of capital stock (or warrants, options or other rights therefor) of such Subsidiary; provided, however, that no shares of capital stock (or options, warrants or other rights therefor) may be issued pursuant to read as follows:this Section 7.06(b) if such capital stock is subject, in whole or in part, to mandatory redemption or redemption at the option of the holder thereof, or convertible into or exchangeable for any capital stock subject to such redemption;
(i) The APT Post-Transaction Repurchase and the Management Stock Repurchase provided that, on the date of such repurchase, or immediately thereafter and after giving effect thereto, no Event of Default or Potential Default shall have occurred and be continuing or shall exist; and (ii) Retiring Employee Stock Repurchases; provided that, on the date of such repurchase, or immediately thereafter and after giving effect thereto, no Event of Default or Potential Default shall have occurred and be continuing or shall exist; and
(d) Other Stock Payments not more than one time in any fiscal year and in no event prior to 30 days following the receipt by the Administrative Agent of the reports specified in Section 6.01(a), (x) up to an amount equal to the lesser of (p) $5,000,000 -115-
Appears in 1 contract
Dividends and Related Distributions. The Company will Borrower shall not, and will shall not permit any Subsidiary of its Subsidiaries the Borrower to, declare declare, or make any Stock Payment, except as follows:
(ia) Stock Payments to the Holding Company GuarantorSo long as no Event of Default or Potential Default shall have occurred and be continuing or shall occur after giving effect thereto, for the purposes of making Stock Payments to the Guarantor for the purposes of paying reasonable administrative costs and salaries of the Guarantor's employees, paying taxes and paying expenses incurred in the ordinary course of business or Stock Payments to the Holding Company Guarantor for the purposes of paying reasonable administrative costs and salaries of the Holding Company Guarantor's employees, paying taxes and paying expenses incurred in the ordinary course of business and of making Stock Payments to the Guarantor for the purposes of paying reasonable administrative costs and salaries of the Guarantor's employees, paying taxes and paying expenses incurred in the ordinary course of business; provided, that no Stock Payment pursuant to this clause (iSection 7.07(a) may be made (a) at any time when a Default or Event of Default exists or would occur after giving effect to such Stock Payment or (b) if, after giving effect to such Stock Payment, the aggregate amount of Stock Payments made during any fiscal year of the CompanyBorrower, together with any loans and advances made pursuant to paragraph 6G(ivSection 7.06(b)(ii) (other than to the Guarantor for the purpose of paying in full the Indebtedness secured by the Senior Subordinated Indenture) during such fiscal year, would exceed $1,500,000;
(iib) So long as no Event of Default or Potential Default shall have occurred and be continuing or shall occur after giving effect thereto, Stock Payments to the Holding Company Guarantor for the purpose of making Stock Payments to the Guarantor for the purpose of making Stock Payments to the extent permitted by Section 5.03 of the Guaranty;
(c) Stock Payments to the Holding Company Guarantor for the purposes purpose of making Stock Payments to the Guarantor for the purposes purpose of making Stock Payments repaying certain Indebtedness of the Guarantor to the extent permitted by Section 4.17 Borrower in the principal amount of the Guarantee Agreement; provided, that no Stock Payment pursuant to this clause (ii) may be made at any time when a Default or Event of Default exists or would occur after giving effect to such Stock Payment$43,670,000;
(iiid) Stock Payments to the Holding Company Guarantor so long as the proceeds thereof shall be loaned to the Company Borrower as permitted by paragraph 6E Section 7.04 hereof; and
(ive) A Subsidiary of the Company Borrower may declare and make Stock Payments if all of the capital stock of such Subsidiary is owned by the Company Borrower or by a direct or indirect Whollywholly-Owned owned Subsidiary of the CompanyBorrower.
(g) Paragraph 6M of each 11. Section 7.12 of the Agreements Credit Agreement is amended hereby deleted in its entirety to read as followsand the following Section is hereby inserted in lieu thereof:
Appears in 1 contract
Sources: Credit Agreement (Black Box Corp)
Dividends and Related Distributions. The Holding Company Guarantor covenants that it will not, and will not permit any of its Subsidiaries to, declare make, directly or make indirectly, any Stock Payment, except as followsexcept:
(i) Stock Payments by a Subsidiary of the Holding Company Guarantor to the Holding Company Guarantor, for the purposes of making Stock Payments to the Guarantor for the purposes of paying reasonable administrative costs and salaries of the Guarantor's employees, paying taxes and paying expenses incurred in the ordinary course of business or Stock Payments by a Subsidiary of the Holding Company Guarantor to the Holding Company Guarantor for the purposes of paying reasonable administrative costs and salaries of the Holding Company Guarantor's employees, paying taxes and paying expenses incurred in the ordinary course of business; providedPROVIDED, that no Stock Payment pursuant to this clause (i) may be made (a) at any time when a Default or Event of Default exists or would occur after giving effect to such Stock Payment or (b) if, after giving effect to such Stock Payment, the aggregate amount of Stock Payments made during any fiscal year of the Company, together with any loans and advances made by the Company pursuant to paragraph 6G(iv) of the Note Agreements during such fiscal year, would exceed $1,500,000;
(ii) Stock Payments to the Holding Company Guarantor for the purposes of making Stock Payments to the Guarantor for the purposes of making Stock Payments to the extent permitted by Section 4.17 of the Guarantee AgreementBlack Box Guarantee; providedPROVIDED, that no Stock Payment pursuant to this clause (ii) may be made at any time when a Default or Event of Default exists or would occur after giving effect to such Stock Payment;
(iii) Stock Payments to the Holding Company Guarantor so long as the proceeds thereof shall be loaned to the Company as permitted by paragraph 6E hereofof the Note Agreements; and
(iv) A Subsidiary of the Company may declare and make Stock Payments if all of the capital stock of such Subsidiary is owned by the Company or by a direct or indirect Wholly-Wholly- Owned Subsidiary of the Company.
(g) Paragraph 6M of each of the Agreements is amended in its entirety to read as follows:
Appears in 1 contract
Sources: Guarantee Agreement (Black Box Corp)
Dividends and Related Distributions. The Company will Borrower shall not, and will shall not permit any of its Subsidiaries Subsidiary to, declare or make any Stock Payment, or agree, become or remain liable (contingently or otherwise) to do any of the foregoing, except as follows:
(ia) The Borrower may from time to time declare or pay cash Stock Payments with respect to its capital stock, subject to the Holding Company Guarantor, for the purposes of making Stock Payments to the Guarantor for the purposes of paying reasonable administrative costs and salaries of the Guarantor's employees, paying taxes and paying expenses incurred in the ordinary course of business or Stock Payments to the Holding Company Guarantor for the purposes of paying reasonable administrative costs and salaries of the Holding Company Guarantor's employees, paying taxes and paying expenses incurred in the ordinary course of business; provided, that no Stock Payment pursuant to this clause following conditions:
(i) may be made (a) at any time when a No Put Event, Default or Event of Default exists shall exist on the date of declaration or would occur after giving effect to payment of such Stock Payment Stock
(ii) No Put Event described in subsection (a) or (b) ifof Section 7.1 would have existed as of the last day of the fiscal quarter ending most recently before such Stock Payment, after giving effect on a pro forma basis to such Stock Payment, the aggregate amount of Stock Payments made during any fiscal year of the Company, event (together with any loans and advances made pursuant other event occurring after such last day as to paragraph 6G(ivwhich this Agreement requires pro forma recalculation of any financial test described in such subsections, including any other Stock Payment described in this Section 6.5(a) during occurring after such fiscal yearlast day) as if such events had occurred as of such last day, would exceed $1,500,000;and
(iiiii) Stock Payments to The Agent shall receive, with a copy for each Lender, not later than the Holding Company Guarantor for Business Day after the purposes of making Stock Payments to the Guarantor for the purposes of making Stock Payments to the extent permitted by Section 4.17 of the Guarantee Agreement; provided, that no date such Stock Payment pursuant to this clause (ii) may be made at any time when a Default or Event of Default exists or would occur after giving effect to is declared, notice from the Borrower, dated such declaration date, describing in reasonable detail such Stock Payment;
(iii) Stock Payments to the Holding Company Guarantor so long as the proceeds thereof shall be loaned to the Company as permitted by paragraph 6E hereof; and
(ivb) A Subsidiary of the Company Borrower may declare and make pay dividends or other distributions with respect to its Shares of Capital Stock Payments if (i) all of the capital stock of such Subsidiary is owned by the Company Borrower or by a direct or indirect Wholly-Owned Subsidiary of the Company.Borrower or (ii) such Subsidiary has only one class of capital stock outstanding and such dividend or other distribution is made on a pro rata basis, consistent with the ownership interests in such Shares of Capital Stock, to the owners of such shares; and
(gc) Paragraph 6M of each The Borrower and any Subsidiary of the Agreements Borrower may make Stock Payments if such Stock Payment is amended paid solely in its entirety Shares of Capital Stock (or warrants, options or rights therefor) of the Borrower or such Subsidiary, as the case may be, provided, that in the case of a Subsidiary, such dividend or other distribution is made on a pro rata basis, consistent with the ownership interests in such Shares of Capital Stock, to read as follows:the owners of such shares. The Borrower shall not, and shall not permit any Significant Subsidiary to, declare any dividend payable later than 90 days after declaration.
Appears in 1 contract
Dividends and Related Distributions. The Company will Guarantor shall not, and will shall not permit any Subsidiary of its Subsidiaries the Guarantor to, declare or make any Stock Payment, except as follows:
(ia) So long as no Event of Default or Potential Default shall have occurred and be continuing or shall occur after giving effect thereto, Stock Payments made directly or indirectly to Black Box Corporation (the Holding Company "Parent") or, in the case of any Subsidiary of the Guarantor, for the purposes of making Stock Payments to the Guarantor for the purposes of paying reasonable administrative costs and salaries of the GuarantorParent's employeesor, paying taxes and paying expenses incurred in the ordinary course case of business or Stock Payments made directly or indirectly to the Holding Company Guarantor for the purposes of paying reasonable administrative costs and salaries by any Subsidiary of the Holding Company Guarantor, the Guarantor's employees, paying taxes and paying expenses incurred in the ordinary course of business; provided, that no Stock Payment pursuant to this clause (iSection 5.03(a) may be made (a) at any time when a Default or Event of Default exists or would occur after giving effect to such Stock Payment or (b) if, after giving effect to such Stock Payment, the aggregate amount of Stock Payments made during any fiscal year of the CompanyGuarantor, together with any loans and advances made by the Borrower pursuant to paragraph 6G(ivSection 7.06(b)(ii) of the Credit Agreement (other than to the Parent for the purpose of paying in full the Indebtedness secured by the Senior Subordinated Indenture) during such fiscal year, would exceed $1,500,000;
(iib) Stock Payments to the Holding Company Guarantor for the purposes So long as no Event of making Default or Potential Default shall have occurred and be continuing or shall occur after giving effect thereto, Stock Payments to the Guarantor for the purposes purpose of making Stock Payments to the extent permitted by Section 4.17 5.03 of the Guarantee Agreement; provided, that no Stock Payment pursuant to this clause (ii) may be made at any time when a Default or Event of Default exists or would occur after giving effect to such Stock PaymentBlack Box Guaranty;
(iiic) Stock Payments to the Holding Company Parent for the purpose of repaying certain Indebtedness of the Parent to the Borrower in the principal amount of $43,670,000;
(d) Stock Payments made by the Borrower to the Guarantor so long as the proceeds thereof shall be loaned to the Company Borrower as permitted by paragraph 6E hereofSection 7.04 of the Credit Agreement; and
(ive) A Subsidiary of the Company Borrower may declare and make Stock Payments if all of the capital stock of such Subsidiary is owned by the Company Borrower or by a direct or indirect Whollywholly-Owned owned Subsidiary of the CompanyBorrower.
(g) Paragraph 6M of each of the Agreements is amended in its entirety to read as follows:
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Dividends and Related Distributions. The Company will Borrower shall not, and will shall not permit any of its Subsidiaries Subsidiary to, declare or make any Stock Payment, or agree, become or remain liable (contingently or otherwise) to do any of the foregoing, except as follows:
(ia) The Borrower may from time to time declare or pay cash Stock Payments with respect to its capital stock, subject to the Holding Company Guarantor, for the purposes of making Stock Payments to the Guarantor for the purposes of paying reasonable administrative costs and salaries of the Guarantor's employees, paying taxes and paying expenses incurred in the ordinary course of business or Stock Payments to the Holding Company Guarantor for the purposes of paying reasonable administrative costs and salaries of the Holding Company Guarantor's employees, paying taxes and paying expenses incurred in the ordinary course of business; provided, that no Stock Payment pursuant to this clause following conditions:
(i) may be made (a) at any time when a No Put Event, Default or Event of Default exists shall exist on the date of declaration or would occur payment of such Stock Payment, or immediately thereafter and after giving effect to such Stock Payment proposed declaration or payment,
(ii) No Put Event described in subsection (a) or (b) ifof Section 7.1 would have existed as of the last day of the fiscal quarter ending most recently before such Stock Payment, after giving effect on a pro forma basis to such Stock Payment, the aggregate amount of Stock Payments made during any fiscal year of the Company, event (together with any loans and advances made pursuant other event occurring after such last day as to paragraph 6G(ivwhich this Agreement requires pro forma recalculation of any financial test described in such subsections, including any other Stock Payment described in this Section 6.5(a) during occurring after such fiscal yearlast day) as if such events had occurred as of such last day, would exceed $1,500,000;and
(iiiii) Stock Payments to The Agent shall receive, with a copy for each Lender, not later than the Holding Company Guarantor for Business Day after the purposes of making Stock Payments to the Guarantor for the purposes of making Stock Payments to the extent permitted by Section 4.17 of the Guarantee Agreement; provided, that no date such Stock Payment pursuant to this clause (ii) may be made at any time when a Default or Event of Default exists or would occur after giving effect to is declared, notice from the Borrower, dated such declaration date, describing in reasonable detail such Stock Payment;
(iii) Stock Payments to the Holding Company Guarantor so long as the proceeds thereof shall be loaned to the Company as permitted by paragraph 6E hereof; and
(ivb) A Subsidiary of the Company Borrower may declare and make pay dividends or other distributions with respect to its Shares of Capital Stock Payments if (i) all of the capital stock of such Subsidiary is owned by the Company Borrower or by a direct or indirect Wholly-Owned Subsidiary of the Company.Borrower or (ii) such Subsidiary has only one class of capital stock outstanding and such dividend or other distribution is made on a pro rata basis, consistent with the ownership interests in such Shares of Capital Stock, to the owners of such shares; and
(gc) Paragraph 6M of each The Borrower and any Subsidiary of the Agreements Borrower may make Stock Payments if such Stock Payment is amended paid solely in its entirety Shares of Capital Stock (or warrants, options or rights therefor) of the Borrower or such Subsidiary, as the case may be, provided, that in the case of a Subsidiary, such dividend or other distribution is made on a pro rata basis, consistent with the ownership interests in such Shares of Capital Stock, to read as follows:the owners of such shares. The Borrower shall not, and shall not permit any Significant Subsidiary to, declare any dividend payable later than 90 days after declaration.
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Dividends and Related Distributions. The Company will Except as provided in this Section 8.2.5 below, each of the Loan Parties shall not, and will shall not permit any of its Subsidiaries to:
(A) make or pay, declare or agree to become or remain liable to make or pay, any dividend or other distribution of any nature (whether in cash, property, securities or otherwise) on account of or in respect of its shares of capital stock, partnership interests or limited liability company interests or make any Stock Paymentpayments on account of the purchase, except as follows:redemption, retirement or acquisition of its shares of capital stock (or warrants, options or rights therefor), partnership interests or limited liability company interests, or
(B) make or pay any amounts, whether principal, interest or otherwise, on or in respect of loans or other obligations of a Loan Party to Lone Star Technologies or otherwise make payments, transfer assets or pay or provide any consideration (including incurring or assuming debt or other obligations) to Lone Star Technologies or any Affiliates of Lone Star Technologies other than the Loan Parties. Notwithstanding the preceding sentence, the Loan Parties may
(i) Stock Payments to make regularly scheduled payments of principal or interest under the Holding Company Guarantor, for the purposes of making Stock Payments to the Guarantor for the purposes of paying reasonable administrative costs and salaries of the Guarantor's employees, paying taxes and paying expenses incurred in the ordinary course of business or Stock Payments to the Holding Company Guarantor for the purposes of paying reasonable administrative costs and salaries of the Holding Company Guarantor's employees, paying taxes and paying expenses incurred in the ordinary course of business; provided, Slab Financing Arrangement provided that no Stock Payment pursuant to this clause (i) may be made (a) at any time when a Potential Default or Event of Default exists or would occur shall exist immediately prior to and after giving effect to such Stock Payment payment; or
(i) pay dividends or make other distributions or payments to another Loan Party, or
(bii) ifpay a dividend or make a payment on Indebtedness incurred in accordance with Section 8.2.1(v) to Lone Star Technologies, provided that
(a) no Potential Default or Event of Default shall exist immediately prior to and after giving effect to such Stock Paymentdividend;
(b) the Borrower shall demonstrate that it shall be in compliance with the covenants contained in the sections listed in the grid on Exhibit 8.2 hereof computed as of the dates and subject to the adjustments set forth in such grid. Borrower shall deliver to the Agent and the Banks at least five (5) Business Days prior to the date on which Borrower pays such dividend (the "Dividend Payment Date") a certificate in the form of EXHIBIT 8.2.5 evidencing such compliance.
(iii) make reimbursements to Lone Star Technologies for costs and expenses, including payroll expenses for employees of Lone Star Technologies, incurred by Lone Star Technologies provided that the aggregate amount of Stock Payments made during any fiscal per year shall not exceed $4,000,000 and provided that one of the Companyfollowing ((A), together with (B) or (C) below) is true:
(A) If Lone Star Technologies has not formed or acquired any loans Subsidiaries (each an "Affiliate Subsidiary") other than the Borrower and advances made the Loan Parties, and is not undertaking to form or acquire, or investigating the formation or acquisition of, an Affiliate Subsidiary, then all such costs and expenses incurred shall be for the benefit of the Loan Parties, or
(B) If Lone Star Technologies has not formed or acquired any Affiliate Subsidiary but is undertaking to form or acquire, or investigating the formation or acquisition of, an Affiliate Subsidiary, then all such costs and expenses shall either be for the benefit of the Loan Parties or for such undertaking or investigation and for no other purpose (including the making of a dividend to the shareholders of Lone Star Technologies) and shall be allocated to the Loan Parties and to such undertaking or investigation in a reasonable and customary manner, or
(C) if Lone Star Technologies has formed or acquired any Affiliate Subsidiaries, then Lone Star Technologies may allocate such costs and expenses between such Affiliate Subsidiaries and the Loan Parties pursuant to paragraph 6G(iv) during such fiscal year, would exceed $1,500,000;a cost sharing agreement provided that
(ii1) Stock Payments such agreement is reasonable as determined by the Agent prior to such time as such agreement is entered into, and
(2) all such costs and expenses so incurred and allocated to the Holding Company Guarantor Loan Parties and the Affiliate Subsidiaries shall be for the purposes of making Stock Payments to the Guarantor for the purposes of making Stock Payments to the extent permitted by Section 4.17 benefit of the Guarantee Agreement; providedLoan Parties or such Affiliate Subsidiaries and for no other purpose.
(iv) redeem by cash payment the Borrower's Preferred Stock (including cash dividends payable on such Preferred Stock that are accrued but not paid on the date of such redemption), that provided that:
(a) no Stock Payment pursuant to this clause (ii) may be made at any time when a Potential Default or Event of Default exists or would occur shall exist immediately prior to and after giving effect to such Stock Paymentredemption;
(iiib) Stock Payments the Borrower shall demonstrate that it shall be in compliance with the covenants contained in the sections listed in the grid on Exhibit 8.2 computed as of the dates and subject to the Holding Company Guarantor so long as the proceeds thereof adjustments set forth in such grid. Borrower shall be loaned deliver at least five (5) Business Days prior to the Company as permitted by paragraph 6E hereof; and
date on which Borrower makes such redemption payment (ivthe "Redemption Payment Date") A Subsidiary a certificate in the form of the Company may declare and make Stock Payments if all of the capital stock of EXHIBIT 8.2.5 evidencing such Subsidiary is owned by the Company or by a direct or indirect Wholly-Owned Subsidiary of the Companycompliance.
(gv) Paragraph 6M pay dividends in the form of each of Borrower's common stock or the Agreements is amended in its entirety to read as follows:Borrower's Preferred Stock.
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