Limitation on Restricted Payments; Other Payment Limitations Clause Samples

Limitation on Restricted Payments; Other Payment Limitations. Declare or pay any dividend or distribution in respect of, or make any payment on account of, or set apart assets for a sinking or other analogous fund for, the purchase, redemption, defeasance, retirement or other acquisition of, any shares of or interests in any class of Capital Stock of the Borrower, whether now or hereafter outstanding, either directly or indirectly, whether in cash or property or in obligations of the Borrower or any of its Subsidiaries, or make, or permit any payments of principal, interest, premium or fees on account of Intercompany Subordinated Debt or make any payment in respect of any fees payable to any Person (other than to the Borrower or a Restricted Subsidiary) for management, consulting, oversight or similar services (collectively, "Restricted Payments"), except that the Borrower and the Restricted Subsidiaries ------------------- may make Restricted Payments in cash or Capital Stock so long as both immediately before and after making such Restricted Payment (i) no Default or Event of Default shall have occurred and be continuing or would result therefrom and (ii) the Leverage Ratio is less than 5.50 to 1.00. Notwithstanding anything to the contrary contained in the foregoing, prior to making any Restricted Payment, the Borrower shall provide the Administrative Agent with a pro forma calculation of the Leverage Ratio demonstrating that such Leverage Ratio is less than 5.50 to 1.00 both before and after making such Restricted Payment, which calculation shall be certified to by the Borrower.

Limitation on Restricted Payments; Other Payment Limitations. (a) Declare or pay any dividend or distribution in respect of, or make any payment on account of, or set apart assets for a sinking or other analogous fund for the purchase, redemption, defeasance, retirement or other acquisition of, any shares of or interests in any class of Capital Stock of the Borrower (other than the repurchase of Warrant Shares or Warrants permitted under Section 8.6(b) hereof) or make any payment on account of, or set apart assets for a sinking or other analagous fund for the purchase, redemption, defeasance or retirement of any principal on account of any Indebtedness of the Borrower or its Subsidiaries (other than Indebtedness permitted under Sections 8.2(a), (c), (d) and (e) hereof), including, but not limited to, the Park Debt (except payments for the purpose of redeeming, defeasing or otherwise retiring of the Park Debt on or before the Payment Date), whether now or hereafter outstanding, either directly or indirectly, whether in cash or property or in obligations of the Borrower or any of its Subsidiaries (collectively,"Restricted Payments"); provided that (i) if both immediately before and after giving effect thereto no Default or Event of Default shall have occurred or would result therefrom and (ii) (A) the Leverage Ratio is greater than or equal to 4.50 to 1.00, the Borrower and each such Subsidiary may make Restricted Payments, not to exceed in the aggregate for any fiscal year, an amount equal to $16,000,000, (B) the Leverage Ratio is less than 4.50 to 1.00 and greater than or equal to 4.00 to 1.00, the Borrower and each Subsidiary may make Restricted Payments, not to exceed in the aggregate for any fiscal year, an amount equal to the higher of (x) $16,000,000 or (y) 75% of Excess Cash Flow, and (C) the Leverage Ratio is less than 4.00 to 1.00, the Borrower and each such Subsidiary may make dividends or distributions so long as the Borrower maintains pro forma compliance with the covenants of this Agreement. Notwithstanding the foregoing, upon the death of D. ▇▇▇▇▇▇▇ ▇▇▇▇▇ the Borrower may redeem up to $20,000,000 of the stock of D. ▇▇▇▇▇▇▇ ▇▇▇▇▇ pursuant to the terms and conditions of the Redemption Agreement, provided that both immediately before and after giving effect thereto no Default or Event of Default shall have occurred or would result therefrom. (b) Permit PCI to declare or pay any dividend or distribution in respect of or make any payment on account of the Warrant Shares so long as any Warrant Shares are outst...

Limitation on Restricted Payments; Other Payment Limitations. The Borrower will not, and will cause each of its Restricted Subsidiaries not to, make any Restricted Payments, except (a) dividends and distributions declared and paid by any Restricted Subsidiary to the Borrower or to other Restricted Subsidiaries and (b) dividends and distributions declared and paid by the Borrower to the Borrower's stockholders, so long as (i) the Total Leverage Ratio of the Borrower (calculated on a pro forma basis after giving effect to such dividends or distributions as demonstrated in a Compliance Certificate delivered to the Administrative Agent) is less than or equal to 5.00 to 1.00, and (ii) no Default shall have occurred and be continuing or would result therefrom. Other than pursuant to Section 6.16, the Borrower will not, and will cause each of its Restricted Subsidiaries not to, redeem, repurchase, purchase, establish a sinking fund with respect to, make any payments into a sinking fund or otherwise buy the principal amount of any of the 2001 Senior Subordinated Notes, the 2005 Senior Subordinated Notes, the Exchange Notes or other Material Indebtedness that is subordinated and junior to any part of the Obligations, provided that, the Borrower shall be permitted to exchange the 2001 Senior Subordinated Notes and the 2005 Senior Subordinated Notes in connection with the Note Exchange and repurchase or redeem the 2001 Senior Subordinated Notes and the 2005 Senior Subordinated Notes using proceeds of Subordinated Debt which was escrowed in connection with the Note Exchange; provided, further, that the Borrower shall be permitted to repurchase and/or redeem up to $5,000,000 of the 2001 Senior Subordinated Notes with the proceeds from the issuance of common stock of the Borrower pursuant to Section 6.12(c)(iv).

Limitation on Restricted Payments; Other Payment Limitations. Make any Restricted Payments, except (a) the refinancing of the Senior Subordinated Notes as permitted under Section 8.2(e); (b) repurchases of Common Equity of the Borrower from any employee of the Borrower (other than a Principal Shareholder) whose employment with the Borrower has ceased, provided that the aggregate amount of such repurchases shall not exceed $500,000 in any year and provided further that no Default or Event of Default then exists or would result therefrom; and (c) the Borrower shall have the right at any time using cash from operations (not proceeds from Loans) to redeem shares of the Senior Preferred Stock, provided that (i) the outstandings under the Tranche A Facility do not exceed $1,000,000 plus Letters of Credit then outstanding for 30 days both before and after giving effect to such redemption, and (ii) no Default or Event of Default then exists both before and after giving effect to such redemption.

Limitation on Restricted Payments; Other Payment Limitations. Make any Restricted Payments, except: (a) if no Default or Event of Default exists at the time of payment thereof, cash dividends declared and paid on New Preferred Stock at the rates specified in the Borrower's Certificate of Designations, Rights and Preferences dated July 13, 2000 with respect to the New Preferred Stock; and (b) repurchases of Common Equity of the Borrower in open market purchases, provided that the aggregate amount of such repurchases shall not -------- exceed (i) $2,500,000 in the aggregate during any period of four consecutive Fiscal Quarters, as of the end of the last Fiscal Quarter of which the Leverage Ratio is 6.00 to 1.00 or higher; or (ii) $7,500,000 in the aggregate during any period of four consecutive Fiscal Quarters, as of the end of the last Fiscal Quarter of which the Leverage Ratio is less than 6.00 to 1.00; and provided further that a Responsible Officer of the -------- Borrower delivers a certificate to and in favor of the Administrative Agent and the Lenders certifying that no Default or Event of Default shall have occurred and be continuing either before or immediately after the making of such Restricted Payment.

Limitation on Restricted Payments; Other Payment Limitations. Declare or pay any dividend or distribution in respect of, or make any payment on account of, or set apart assets for a sinking or other analogous fund for, the purchase, redemption, defeasance, retirement or other acquisition of, any shares of or interests in any class of Capital Stock of the Borrower, whether now or hereafter outstanding, either directly or indirectly, whether in cash or property or in obligations of the Borrower or any of its Subsidiaries, or make, or permit any payments of principal, interest, premium or fees on account of Intercompany Subordinated Debt or make any payment in respect of any fees payable to any Person (other than to the Borrower or a Restricted Subsidiary) for management, consulting, oversight or similar services (collectively, "Restricted Payments"), except that the Borrower may make Restricted Payments in cash or Capital Stock so long as both 59 66 immediately before and after making such Restricted Payment no Default or Event of Default shall have occurred and be continuing or would result therefrom.

Limitation on Restricted Payments; Other Payment Limitations. The Borrower will not, and will cause each of its Restricted Subsidiaries not to, make any Restricted Payments, except (a) repurchases of common Equity Interests of the Borrower in open market purchases, provided that the aggregate amount of such repurchases shall not exceed $150,000,000 and no Default shall have occurred and be continuing or would result therefrom, (b) dividends and distributions declared and paid by any Restricted Subsidiary to the Borrower or to other Restricted Subsidiaries and (c) dividends and distributions declared and paid by the Borrower to the Borrower’s stockholders, so long as (i) if the Total Leverage Ratio of the Borrower (calculated on a pro forma basis after giving effect to such dividends or distributions as demonstrated in a Compliance Certificate delivered to the Administrative Agent) is greater than or equal to 5.00 to 1.00, then the aggregate amount of all such dividends and distributions shall not exceed the sum of $25,000,000 during any fiscal year, and (ii) no Default shall have occurred and be continuing or would result therefrom.