Common use of Dividends, Redemptions and Other Payments Clause in Contracts

Dividends, Redemptions and Other Payments. (a) Declare or make any dividend payment or other distribution of assets, properties, cash, rights, obligations or securities on account of any of its capital stock, or purchase, redeem, retire, defease or otherwise acquire for 112 value any capital stock of the Parent, the Company or such Subsidiaries or any other equity securities or any warrants, rights or options to acquire any such capital stock or other securities, whether now or hereafter outstanding, except that: (i) any wholly-owned Subsidiary of the Company may declare or pay cash dividends to the Company or to any other wholly-owned Subsidiary of the Company which is its shareholder; (ii) so long as no Default or Event of Default shall have occurred and be continuing or would result therefrom, (A) the Company may declare or pay dividends to the Parent on an annual basis to pay expenses of the Parent incurred in the ordinary course of business of the Parent not to exceed in the aggregate in any Fiscal Year of the Parent 0.25% of the Company's net sales as indicated in the Company's audited annual financial statements for the immediately preceding Fiscal Year and (B) the Company and/or the Parent may purchase, repurchase, redeem, retire or acquire Equity Interests from former employees, officers and directors pursuant to the Long Term Incentive Plan, the Equity Plan, Employment Agreements, the Shareholders Agreement or other written agreements permitted hereby and may make payments in respect of promissory notes or other Indebtedness or evidence thereof issued or incurred in connection with any such purchase, repurchase, redemption, retirement or acquisition, and the Company may pay dividends to the Parent in an amount sufficient to make such purchases, repurchases, redemptions, retirements and acquisitions so long as the amount of such purchases, repurchases, redemptions, retirements and acquisitions (including, without limitation, amounts paid in respect of promissory notes or other Indebtedness or evidence thereof issued or incurred in connection with any such purchase, repurchase, redemption, retirement or acquisition) does not exceed in the aggregate in any Fiscal Year the sum of $1,000,000 plus the amount of cash received by the Parent from employees, officers and directors in respect of purchases of stock during such Fiscal Year; provided, however, that the portion, if any, of such sum which is not applied to such purchases, repurchases, redemptions, retirements or acquisitions (or to the payment of dividends by the Company to the Parent therefor) in any Fiscal Year may be applied to purchases, repurchases, redemptions, retirements or acquisitions of Equity Interests from former employees of the Company whose employment was terminated in such Fiscal Year (and for the payment of dividends by the Company to Parent therefor) so long as such application (and payment) is made during the first three months of the immediately succeeding Fiscal Year, and any such portion so paid during such first three months as permitted by this proviso shall not be included in calculating the sum for such succeeding Fiscal Year; (iii) the Parent may redeem, repurchase, retire or otherwise acquire any Equity Interest of the Parent in exchange for, or out of net proceeds of the substantially concurrent sale (other than to a Subsidiary of the Parent) of, other Equity Interests (other than Disqualified Stock) of the Parent; and (iv) so long as no Default or Event of Default is continuing, on any tax payment date, the Company may make payments to the Parent of amounts required to be paid on such tax payment date under sections 4(c) and 5 of the Tax Allocation Agreement; provided, however, that (x) no payment on any tax payment date made by the Company to the Parent shall exceed the amount payable by the Parent to any taxing authority on such tax payment date, and (y) in any taxable year (or portion thereof), the aggregate amount payable by the Company to the Parent under this Section 9.6(a)(iv) in respect of federal, state and local income taxes shall not exceed the lesser of (A) the federal, state and local income tax liability that would have been payable by the Company for such taxable year (or portion thereof) determined as if the Company had filed separate federal, state and local income tax returns for such taxable year (or portion thereof) and for all previous taxable years beginning after October 31, 1992, computed in accordance with actual elections, conventions and other determinations with respect to the Company reflected in the consolidated or combined returns of the Parent and including any carryforwards of tax attributes from all prior taxable years (as limited under the Code) and (B) the consolidated or combined federal, state and local income tax liability of the consolidated or combined group that includes the Company and the Parent. For purposes of subsection (y) above the provisions relating to state and local income taxes shall only apply if and to the extent the Company and the Parent file consolidated or combined income tax returns in such jurisdictions. (b) Make any payment or prepayment of principal or interest on account of, or purchase, defease, acquire or redeem, any Indebtedness for Borrowed Money (or give any notice thereof or establish a sinking fund, reserve or like set aside of funds or other property therefor) other than (i) the Lender Debt, (ii) regular, scheduled payments by the Company of interest on, and required payments of principal of (in each case to the extent due and payable), the Senior Notes, and (iii) payments of Indebtedness of the Company permitted under paragraphs (b), (c), (d), (f), and (g) of Section 9.3, in each case, to the extent due and payable and except that: (i) so long as no Default or Event of Default shall have occurred and be continuing or would result therefrom the Parent may pay up to $40,000,000 of the original issue discount of the Debentures pursuant to the terms of the Debenture Indenture; provided, however, that (x) the Company shall not make any payments or distributions to the Parent for such purpose (provided further that this shall not prohibit Revolving Advances to the Parent otherwise permitted hereunder) and nothing contained herein or elsewhere in this Agreement shall be deemed to constitute an approval on the part of the Agent or any Lender to any such payments or distributions by the Company to the Parent for such purpose; (y) the Parent shall have received after the Closing Date at least $27,000,000 of Net Cash Proceeds from the issuance of Equity Interests which are applied to prepay the Revolving Credit Loan if, and to the extent permitted by the Debenture Indenture; and (z) the Parent timely files all necessary tax returns with respect thereto and applies any tax refund proceeds, if and to the extent permitted by the Debenture Indenture, to the repayment of the Revolving Credit Loan; (ii) the Company may, from time to time, repurchase Senior Notes with the proceeds of Revolving Advances made to it provided, that such Senior Notes are repurchased at prices deemed favorable by the Company's board of directors; provided, however, that no Senior Notes shall be permitted to be repurchased under this clause (ii) if the amount to be paid in respect of their repurchase, when added together to the sum of the aggregate amount of the Parent's Revolving Loan plus the aggregate amount theretofore paid by the Company to repurchase Senior Notes, would exceed the Aggregate Revolving Sublimit Commitment; (iii) the Parent may, from time to time, repurchase Debentures with the proceeds of Revolving Advances made to it and the Net Cash Proceeds hereafter received by it from the issuance of Equity Interests to the extent such Proceeds are not required to be used to prepay the Revolving Loan, provided, that such Debentures can be repurchased at prices deemed favorable by the Parent's board of directors; provided, however, that no Debentures shall be permitted to be repurchased under this clause (iii) if the amount to be paid in respect of their repurchase, when added together to the sum of the aggregate amount of the Parent's Revolving Loan plus the aggregate amount theretofore paid by the Company to repurchase Senior Notes would exceed the Aggregate Revolving Sublimit Commitment; (iv) Sonab may at any time and from time to time make payments and prepayments in whole or in part to the Company in cash without discount under the two promissory notes issued by Sonab to the Company in the respective principal amounts of $12,000,000 and $33,000,000; and (v) the Company may at any time and from time to time make payments and prepayments under the Gold Consignment Documents.

Dividends, Redemptions and Other Payments. (a) Declare or make any dividend payment or other distribution of assets, properties, cash, rights, obligations or securities on account of any of its capital stock, or purchase, redeem, retire, defease or otherwise acquire for 112 value any capital stock of the Parent, the Company Borrowers or such Subsidiaries or any other equity securities or any warrants, rights or options to acquire any such capital stock or other securities, whether now or hereafter outstanding, except that:that (and with respect to the Parent, subject to Section 3.2(f)): (i) any wholly-owned Subsidiary of the Company a Borrower may declare or pay cash dividends to the Company such Borrower or to any other wholly-owned Subsidiary of the Company such Borrower which is its shareholder; (ii) so long as no Default or Event of Default shall have occurred and be continuing or would result therefrom, (A) the Company Finlay may declare or pay dividends to the Parent on an annual basis to pay expenses of the Parent incurred in the ordinary course of business of the Parent not to exceed in the aggregate in any Fiscal Year of the Parent 0.25% of the CompanyFinlay's net sales as indicated in the CompanyFinlay's audited annual financial statements for the immediately preceding Fiscal Year and (B) the Company Finlay and/or the Parent may purchase, repurchase, redeem, retire or acquire Equity Interests from former employees, officers and directors pursuant to the Long Term Incentive Plan, the Equity Plan, Employment Agreements, the Shareholders Agreement or other written agreements permitted hereby and may make payments in respect of promissory notes or other Indebtedness or evidence thereof issued or incurred in connection with any such purchase, repurchase, redemption, retirement or acquisition, and the Company Finlay may pay dividends to the Parent in an amount sufficient to make such purchases, repurchases, redemptions, retirements and acquisitions so long as the amount of such purchases, repurchases, redemptions, retirements and acquisitions (including, without limitation, amounts paid in respect of promissory notes or other Indebtedness or evidence thereof issued or incurred in connection with any such purchase, repurchase, redemption, retirement or acquisition) does not exceed in the aggregate in any Fiscal Year the sum of $1,000,000 plus the amount of cash received by the Parent from employees, officers and directors in respect of purchases of stock during such Fiscal Year; provided, however, that the portion, if any, of such sum which is not applied to such purchases, repurchases, redemptions, retirements or acquisitions (or to the payment of dividends by the Company Finlay to the Parent therefor) in any Fiscal Year may be applied to purchases, repurchases, redemptions, retirements or acquisitions of Equity Interests from former employees of the Company Finlay whose employment was terminated in such Fiscal Year (and for the payment of dividends by the Company Finlay to Parent therefor) so long as such application (and payment) is made during the first three months of the immediately succeeding Fiscal Year, and any such portion so paid during such first three months as permitted by this proviso shall not be included in calculating the sum for such succeeding Fiscal Year; (iii) the Parent may redeem, repurchase, retire or otherwise acquire any Equity Interest of the Parent in exchange for, or out of net proceeds of the substantially concurrent sale (other than to a Subsidiary of the Parent) of, other Equity Interests (other than Disqualified Stock) of the Parent; and; (iv) so long as no Default or Event of Default is continuing, on any tax payment date, the Company Finlay may make payments to the Parent of amounts required to be paid on such tax payment date under sections 4(c) and 5 of the Tax Allocation Agreement; provided, however, that (x) no payment on any tax payment date made by the Company Finlay to the Parent shall exceed the amount payable by the Parent to any taxing authority on such tax payment date, and (y) in any taxable year (or portion thereof), the aggregate amount payable by the Company Finlay to the Parent under this Section 9.6(a)(iv) in respect of federal, state and local income taxes shall not exceed the lesser of (A) the federal, state and local income tax liability that would have been payable by the Company Finlay for such taxable year (or portion thereof) determined as if the Company Borrower had filed separate federal, state and local income tax returns for such taxable year (or portion thereof) and for all previous taxable years beginning after October 31, 1992, computed in accordance with actual elections, conventions and other determinations with respect to the Company Finlay reflected in the consolidated or combined returns of the Parent and including any carryforwards of tax attributes from all prior taxable years (as limited under the Code) and (B) the consolidated or combined federal, state and local income tax liability of the consolidated or combined group that includes the Company Finlay and the Parent. For purposes of subsection (y) above the provisions relating to state and local income taxes shall only apply if and to the extent the Company Finlay and the Parent file consolidated or combined income tax returns in such jurisdictions; (v) [Intentionally Deleted] (vi) so long as no Default or Event of Default shall have occurred and be continuing, Finlay may pay dividends to the Parent for the repurchase, acquisition or redemption by the Parent of up to $12,600,000 of its common stock in open market or privately negotiated transactions (which may be with Affiliates of the Parent), during the period from the Closing Date through and including September 30, 2005; provided, that immediately after giving effect to any stock repurchase Finlay shall have the ability to draw an additional Revolving Advance in the amount of at least $30,000,000; provided, further that the Parent shall give the Agent quarterly notice, in arrears, of each repurchase made by it pursuant to this clause (vi), specifying the amount of aggregate repurchases and the source from which Finlay obtained the funds to be used to effectuate such repurchases; and (vii) Finlay may pay dividends to the Parent for the payment of cash dividends by the Parent of up to $5,000,000 plus 25% of net income (without giving effect to extraordinary gains or losses or gains or losses resulting from the repurchase, acquisition or redemption of Senior Notes), of Finlay and its subsidiaries after January 31, 2005; provided, that immediately after giving effect to any cash dividend Finlay shall have the ability to draw an additional Revolving Advance in the amount of at least $30,000,000; provided, further that the Parent shall give the Agent quarterly notice, in arrears, of cash dividends made by it pursuant to this clause (vii), specifying the amount of aggregate cash dividends and the source from which Finlay obtained the funds to be used to effectuate such cash dividends. (b) Make any payment or prepayment of principal or interest on account of, or purchase, defease, acquire or redeem, any Indebtedness for Borrowed Money (or give any notice thereof or establish a sinking fund, reserve or like set aside of funds or other property therefor) other than (i) the Lender DebtObligations, (ii) regular, scheduled payments by Finlay and the Company Parent, respectively of interest on, and required payments of principal of (in each case to the extent due and payable), the Senior Notes, Notes and (iii) payments of Indebtedness of the Company Borrowers permitted under paragraphs (b), (c), (d), (f), and (g) of Section 9.3, in each case, to the extent due and payable and except that: (i) so long as no Default or Event of Default shall have occurred and be continuing or would result therefrom the Parent may pay up to $40,000,000 of the original issue discount of the Debentures pursuant to the terms of the Debenture Indenture; provided, however, that (x) the Company shall not make any payments or distributions to the Parent for such purpose (provided further that this shall not prohibit Revolving Advances to the Parent otherwise permitted hereunder) and nothing contained herein or elsewhere in this Agreement shall be deemed to constitute an approval on the part of the Agent or any Lender to any such payments or distributions by the Company to the Parent for such purpose; (y) the Parent shall have received after the Closing Date at least $27,000,000 of Net Cash Proceeds from the issuance of Equity Interests which are applied to prepay the Revolving Credit Loan if, and to the extent permitted by the Debenture Indenture; and (z) the Parent timely files all necessary tax returns with respect thereto and applies any tax refund proceeds, if and to the extent permitted by the Debenture Indenture, to the repayment of the Revolving Credit Loan[Intentionally Omitted]; (ii) the Company Finlay may, from time to time, repurchase repurchase, acquire or redeem Senior Notes with the proceeds of Revolving Advances made to it Notes; provided, that such Senior Notes are repurchased at prices deemed favorable by the CompanyFinlay's board of directors; provided, howeverfurther, that no the amount of such Senior Notes shall be permitted to be repurchased under this clause (ii) if the amount to be paid in respect of their repurchase, when added together to the sum of the aggregate amount of the Parent's Revolving Loan plus the aggregate amount theretofore paid by the Company to repurchase Senior Notes, would shall not exceed the Aggregate Revolving Sublimit Commitment;Repurchase Basket; and (iii) any of the Parent Finlay Credit Parties or the Carlyle Credit Parties (as applicable) may, from time to time, repurchase Debentures with the proceeds repay and/or prepay any intercompany Indebtedness outstanding and permitted under Sections 9.3(n) or 9.3(u), including payments of Revolving Advances made to it and the Net Cash Proceeds hereafter received by it from the issuance of Equity Interests to the extent such Proceeds are not required to be used to prepay the Revolving Loanprincipal and/or interest, provided, that such Debentures can be repurchased at prices deemed favorable by the Parent's board of directors; provided, however, that no Debentures shall be permitted to be repurchased under this clause (iii) if the amount to be paid as they may elect in respect of their repurchase, when added together to the sum of the aggregate amount of the Parent's Revolving Loan plus the aggregate amount theretofore paid by the Company to repurchase Senior Notes would exceed the Aggregate Revolving Sublimit Commitmentdiscretion; (iv) Sonab may at any time and from time to time make payments and prepayments in whole or in part to the Company in cash without discount under the two promissory notes issued by Sonab to the Company in the respective principal amounts of $12,000,000 and $33,000,000; and (v) the Company Finlay may at any time and from time to time make payments and prepayments under the Gold Consignment Documents.

Dividends, Redemptions and Other Payments. (a) Declare or make any dividend payment or other distribution of assets, properties, cash, rights, obligations or securities on account of any of its capital stock, or purchase, redeem, retire, defease or otherwise acquire for 112 value any capital stock of the Parent, the Company Borrower or such Subsidiaries or any other equity securities or any warrants, rights or options to acquire any such capital stock or other securities, whether now or hereafter outstanding, except that:that (and with respect to the Parent, subject to Section 3.2(f)): (i) any wholly-owned Subsidiary of the Company Borrower may declare or pay cash dividends to the Company Borrower or to any other wholly-owned Subsidiary of the Company Borrower which is its shareholder; (ii) so long as no Default or Event of Default shall have occurred and be continuing or would result therefrom, (A) the Company Borrower may declare or pay dividends to the Parent on an annual basis to pay expenses of the Parent incurred in the ordinary course of business of the Parent not to exceed in the aggregate in any Fiscal Year of the Parent 0.25% of the CompanyBorrower's net sales as indicated in the CompanyBorrower's audited annual financial statements for the immediately preceding Fiscal Year and (B) the Company Borrower and/or the Parent may purchase, repurchase, redeem, retire or acquire Equity Interests from former employees, officers and directors pursuant to the Long Term Incentive Plan, the Equity Plan, Employment Agreements, the Shareholders Agreement or other written agreements permitted hereby and may make payments in respect of promissory notes or other Indebtedness or evidence thereof issued or incurred in connection with any such purchase, repurchase, redemption, retirement or acquisition, and the Company Borrower may pay dividends to the Parent in an amount sufficient to make such purchases, repurchases, redemptions, retirements and acquisitions so long as the amount of such purchases, repurchases, redemptions, retirements and acquisitions (including, without limitation, amounts paid in respect of promissory notes or other Indebtedness or evidence thereof issued or incurred in connection with any such purchase, repurchase, redemption, retirement or acquisition) does not exceed in the aggregate in any Fiscal Year the sum of $1,000,000 plus the amount of cash received by the Parent from employees, officers and directors in respect of purchases of stock during such Fiscal Year; provided, however, that the portion, if any, of such sum which is not applied to such purchases, repurchases, redemptions, retirements or acquisitions (or to the payment of dividends by the Company Borrower to the Parent therefor) in any Fiscal Year may be applied to purchases, repurchases, redemptions, retirements or acquisitions of Equity Interests from former employees of the Company Borrower whose employment was terminated in such Fiscal Year (and for the payment of dividends by the Company Borrower to Parent therefor) so long as such application (and payment) is made during the first three months of the immediately succeeding Fiscal Year, and any such portion so paid during such first three months as permitted by this proviso shall not be included in calculating the sum for such succeeding Fiscal Year; (iii) the Parent may redeem, repurchase, retire or otherwise acquire any Equity Interest of the Parent in exchange for, or out of net proceeds of the substantially concurrent sale (other than to a Subsidiary of the Parent) of, other Equity Interests (other than Disqualified Stock) of the Parent; and; (iv) so long as no Default or Event of Default is continuing, on any tax payment date, the Company Borrower may make payments to the Parent of amounts required to be paid on such tax payment date under sections 4(c) and 5 of the Tax Allocation Agreement; provided, however, that (x) no payment on any tax payment date made by the Company Borrower to the Parent shall exceed the amount payable by the Parent to any taxing authority on such tax payment date, and (y) in any taxable year (or portion thereof), the aggregate amount payable by the Company Borrower to the Parent under this Section 9.6(a)(iv) in respect of federal, state and local income taxes shall not exceed the lesser of (A) the federal, state and local income tax liability that would have been payable by the Company Borrower for such taxable year (or portion thereof) determined as if the Company Borrower had filed separate federal, state and local income tax returns for such taxable year (or portion thereof) and for all previous taxable years beginning after October 31, 1992, computed in accordance with actual elections, conventions and other determinations with respect to the Company Borrower reflected in the consolidated or combined returns of the Parent and including any carryforwards of tax attributes from all prior taxable years (as limited under the Code) and (B) the consolidated or combined federal, state and local income tax liability of the consolidated or combined group that includes the Company Borrower and the Parent. For purposes of subsection (y) above the provisions relating to state and local income taxes shall only apply if and to the extent the Company Borrower and the Parent file consolidated or combined income tax returns in such jurisdictions; (v) the Borrower may pay dividends to the Parent to make principal or interest payments on, or to repurchase, acquire or redeem Senior Debentures, in each case as permitted by Section 9.6(b) hereof; provided, that immediately after giving effect to any such repurchase, acquisition or redemption of Senior Debentures, the Borrower shall have the ability to draw an additional Revolving Advance in the amount of at least $15,000,000; and (vi) the Borrower may pay dividends to the Parent for the repurchase, acquisition or redemption by the Parent of up to $7,000,000 of its common stock in open market or privately negotiated transactions (which may be with Affiliates of the Parent) and/or the payment of dividends by the Parent during the period from the Closing Date to and including September 29, 2003; provided, that immediately after giving effect to any stock repurchase the Borrower shall have the ability to draw an additional Revolving Advance in the amount of at least $30,000,000; provided, further, that the Parent shall give the Agent monthly notice, in arrears, of each repurchase made by it pursuant to this clause (vi), specifying the amount of such repurchase and the source from which the Borrower obtained the funds to be used to effectuate such repurchase. (b) Make any payment or prepayment of principal or interest on account of, or purchase, defease, acquire or redeem, any Indebtedness for Borrowed Money (or give any notice thereof or establish a sinking fund, reserve or like set aside of funds or other property therefor) other than (i) the Lender DebtObligations, (ii) regular, scheduled payments by the Company Borrower and the Parent, respectively of interest on, and required payments of principal of (in each case to the extent due and payable), the Senior NotesNotes and the Senior Debentures, respectively, and (iii) payments of Indebtedness of the Company Borrower permitted under paragraphs (b), (c), (d), (f), and (g) of Section 9.3, in each case, to the extent due and payable and except that: (i) so long as no Default or Event of Default shall have occurred and be continuing or would result therefrom the Parent may pay up to $40,000,000 of the original issue discount of the Debentures pursuant to the terms of the Debenture Indenture; provided, however, that (x) the Company shall not make any payments or distributions to the Parent for such purpose (provided further that this shall not prohibit Revolving Advances to the Parent otherwise permitted hereunder) and nothing contained herein or elsewhere in this Agreement shall be deemed to constitute an approval on the part of the Agent or any Lender to any such payments or distributions by the Company to the Parent for such purpose; (y) the Parent shall have received after the Closing Date at least $27,000,000 of Net Cash Proceeds from the issuance of Equity Interests which are applied to prepay the Revolving Credit Loan if, and to the extent permitted by the Debenture Indenture; and (z) the Parent timely files all necessary tax returns with respect thereto and applies any tax refund proceeds, if and to the extent permitted by the Debenture Indenture, to the repayment of the Revolving Credit Loan[Intentionally Omitted]; (ii) the Company Borrower may, from time to time, repurchase repurchase, acquire or redeem Senior Notes with the proceeds of Revolving Advances made to it Notes; provided, that such Senior Notes are repurchased at prices deemed favorable by the CompanyBorrower's board of directors; provided, howeverfurther, that no the amount of Senior Notes shall be permitted to be repurchased under this clause (ii) if the amount to be paid in respect of their repurchase, when added together and Senior Debentures repurchased pursuant to the sum of the aggregate amount of the Parent's Revolving Loan succeeding clause (iii) shall not exceed $25,000,000 plus the aggregate amount theretofore paid by Additional Repurchase Amount in the Company to repurchase Senior Notes, would exceed the Aggregate Revolving Sublimit Commitmentaggregate; (iii) the Parent may, from time to time, repurchase Debentures with the proceeds of Revolving Advances made to it and the Net Cash Proceeds hereafter received by it from the issuance of Equity Interests to the extent such Proceeds are not required to be used to prepay the Revolving Loanrepurchase, acquire or redeem Senior Debentures; provided, that such Senior Debentures can be are repurchased at prices deemed favorable by the Parent's board of directors; provided, howeverfurther, that no the amount of Senior Debentures shall be permitted to be repurchased under this clause (iii) if the amount to be paid in respect of their repurchase, when added together and Senior Notes repurchased pursuant to the sum of the aggregate amount of the Parent's Revolving Loan preceding clause (ii) shall not exceed $25,000,000 plus the aggregate amount theretofore paid by Additional Repurchase Amount in the Company to repurchase Senior Notes would exceed the Aggregate Revolving Sublimit Commitment;aggregate; and (iv) Sonab may at any time and from time to time make payments and prepayments in whole or in part to the Company in cash without discount under the two promissory notes issued by Sonab to the Company in the respective principal amounts of $12,000,000 and $33,000,000; and (v) the Company Borrower may at any time and from time to time make payments and prepayments under the Gold Consignment Documents.

Dividends, Redemptions and Other Payments. (a) Declare Make the AAi Payment if a Default or Event of Default is continuing on the date of or would result from such AAi Payment, or (b) declare or pay any cash dividends on, or make any dividend other payment or other distribution of assets, properties, cash, rights, obligations or securities on account of any of its capital stockof, or purchase, redeem, retire, defease or otherwise acquire for 112 value any capital stock of any class of the ParentBorrower (other than dividends payable in the ordinary course of business solely in Common Stock), including, without limitation, any class or series of the Company or such Subsidiaries or any other equity securities or any warrants, rights or options to acquire any such capital stock or other securities, whether Preferred Stock now or hereafter outstanding, except that: or (c) purchase, redeem (whether mandatory or optional redemption) or otherwise retire any such shares or any option, warrant or similar agreement exercisable for or convertible into such shares (including, without limitation, shares of the Preferred Stock or the Bolle Warrants) or interests in consideration of cash or any debt instrument (whether or not subordinated) ("Restricted Debt") or shares of capital stock issued by any Subsidiary of the Borrower ("Restricted Stock"), or apply or set apart any of their assets therefor or make any other distribution (by redemption of capital or otherwise) in respect of any such shares in consideration of cash or Restricted Debt or Restricted Stock, or agree to do any of the foregoing, other than (i) conversion of any wholly-owned Subsidiary of the Company may declare or pay cash dividends to the Company or to any other wholly-owned Subsidiary of the Company Borrower's securities into Common Stock which is its shareholder; are so convertible in accordance with their terms and (ii) so long dividends payable by any Subsidiary to another Subsidiary or to the Borrower. Notwithstanding the foregoing the Series B Preferred Stock may be redeemed in accordance with its terms, provided that (A) at the time of such redemption, or as a result of such redemption, no Default or Event of Default shall have occurred and be continuing or nor would result therefromoccur, (A) the Company may declare or pay dividends to the Parent on an annual basis to pay expenses of the Parent incurred in the ordinary course of business of the Parent not to exceed in the aggregate in any Fiscal Year of the Parent 0.25% of the Company's net sales as indicated in the Company's audited annual financial statements for the immediately preceding Fiscal Year and applicable, (B) if all of the Company and/or Series B Preferred Stock is to be redeemed, an Advance can be made under the Parent may purchase, repurchase, redeem, retire or acquire Equity Interests from former employees, officers and directors pursuant Revolving Credit Facility without the waiver of any condition precedent thereto to finance the Long Term Incentive Plan, the Equity Plan, Employment Agreements, the Shareholders Agreement or other written agreements permitted hereby and may make payments in respect of promissory notes or other Indebtedness or evidence thereof issued or incurred in connection with any such purchase, repurchase, redemption, retirement or acquisition, and the Company may pay dividends to the Parent in an amount sufficient to make such purchases, repurchases, redemptions, retirements and acquisitions so long as the entire amount of such purchases, repurchases, redemptions, retirements redemption and acquisitions (including, without limitation, amounts paid in respect of promissory notes or other Indebtedness or evidence thereof issued or incurred in connection with any such purchase, repurchase, redemption, retirement or acquisitionC) does not exceed in the aggregate in any Fiscal Year the sum of $1,000,000 plus the amount of cash received by the Parent from employees, officers after giving pro forma and directors in respect of purchases of stock during such Fiscal Year; provided, however, that the portion, if any, of such sum which is not applied actual effect to such purchases, repurchases, redemptions, retirements or acquisitions (or to the payment of dividends by the Company to the Parent therefor) in any Fiscal Year may be applied to purchases, repurchases, redemptions, retirements or acquisitions of Equity Interests from former employees of the Company whose employment was terminated in such Fiscal Year (and for the payment of dividends by the Company to Parent therefor) so long as such application (and payment) is made during the first three months of the immediately succeeding Fiscal Year, and any such portion so paid during such first three months as permitted by this proviso shall not be included in calculating the sum for such succeeding Fiscal Year; (iii) the Parent may redeem, repurchase, retire or otherwise acquire any Equity Interest of the Parent in exchange for, or out of net proceeds of the substantially concurrent sale (other than to a Subsidiary of the Parent) of, other Equity Interests (other than Disqualified Stock) of the Parent; and (iv) so long as no Default or Event of Default is continuing, on any tax payment dateAdvance, the Company may make payments to the Parent of amounts required to be paid on such tax payment date under sections 4(c) and 5 of the Tax Allocation Agreement; provided, however, that (x) no payment on any tax payment date made by the Company to the Parent Total Revolving Credit Commitment shall exceed the amount payable by the Parent to any taxing authority on such tax payment date, and (y) in any taxable year (or portion thereof), the aggregate amount payable by the Company to the Parent under this Section 9.6(a)(iv) in respect of federal, state and local income taxes shall not exceed the lesser of (A) the federal, state and local income tax liability that would have been payable by the Company for such taxable year (or portion thereof) determined as if the Company had filed separate federal, state and local income tax returns for such taxable year (or portion thereof) and for all previous taxable years beginning after October 31, 1992, computed in accordance with actual elections, conventions and other determinations with respect to the Company reflected in the consolidated or combined returns of the Parent and including any carryforwards of tax attributes from all prior taxable years (as limited under the Code) and (B) the consolidated or combined federal, state and local income tax liability of the consolidated or combined group that includes the Company and the Parent. For purposes of subsection (y) above the provisions relating to state and local income taxes shall only apply if and to the extent the Company and the Parent file consolidated or combined income tax returns in such jurisdictions. (b) Make any payment or prepayment of principal or interest on account of, or purchase, defease, acquire or redeem, any Indebtedness for Borrowed Money (or give any notice thereof or establish a sinking fund, reserve or like set aside of funds or other property therefor) other than (i) the Lender Debt, (ii) regular, scheduled payments by the Company of interest on, and required payments of principal of (in each case to the extent due and payable), the Senior Notes, and (iii) payments of Indebtedness of the Company permitted under paragraphs (b), (c), (d), (f), and (g) of Section 9.3, in each case, to the extent due and payable and except that: (i) so long as no Default or Event of Default shall have occurred and be continuing or would result therefrom the Parent may pay up to $40,000,000 of the original issue discount of the Debentures pursuant to the terms of the Debenture Indenture; provided, however, that (x) the Company shall not make any payments or distributions to the Parent for such purpose (provided further that this shall not prohibit Revolving Advances to the Parent otherwise permitted hereunder) and nothing contained herein or elsewhere in this Agreement shall be deemed to constitute an approval on the part of the Agent or any Lender to any such payments or distributions by the Company to the Parent for such purpose; (y) the Parent shall have received after the Closing Date at least $27,000,000 of Net Cash Proceeds from the issuance of Equity Interests which are applied to prepay the Revolving Credit Loan if, and to the extent permitted Outstandings by the Debenture Indenture; and (z) the Parent timely files all necessary tax returns with respect thereto and applies any tax refund proceeds, if and to the extent permitted by the Debenture Indenture, to the repayment of the Revolving Credit Loan; (ii) the Company may, from time to time, repurchase Senior Notes with the proceeds of Revolving Advances made to it provided, that such Senior Notes are repurchased at prices deemed favorable by the Company's board of directors; provided, however, that no Senior Notes shall be permitted to be repurchased under this clause (ii) if the amount to be paid in respect of their repurchase, when added together to the sum of the aggregate amount of the Parent's Revolving Loan plus the aggregate amount theretofore paid by the Company to repurchase Senior Notes, would exceed the Aggregate Revolving Sublimit Commitment; (iii) the Parent may, from time to time, repurchase Debentures with the proceeds of Revolving Advances made to it and the Net Cash Proceeds hereafter received by it from the issuance of Equity Interests to the extent such Proceeds are not required to be used to prepay the Revolving Loan, provided, that such Debentures can be repurchased at prices deemed favorable by the Parent's board of directors; provided, however, that no Debentures shall be permitted to be repurchased under this clause (iii) if the amount to be paid in respect of their repurchase, when added together to the sum of the aggregate amount of the Parent's Revolving Loan plus the aggregate amount theretofore paid by the Company to repurchase Senior Notes would exceed the Aggregate Revolving Sublimit Commitment; (iv) Sonab may at any time and from time to time make payments and prepayments in whole or in part to the Company in cash without discount under the two promissory notes issued by Sonab to the Company in the respective principal amounts of less than $12,000,000 and $33,000,000; and (v) the Company may at any time and from time to time make payments and prepayments under the Gold Consignment Documents4,000,000.