Common use of No Restricted Payments Clause in Contracts

No Restricted Payments. No Borrower shall, or shall permit any of its ---------------------- Subsidiaries to, directly or indirectly make any Restricted Payment, provided, that: (a) any wholly-owned Subsidiary of any Borrower may declare and pay dividends and make other distributions to such Borrower; (b) Parent may repurchase issued and outstanding Capital Securities of Parent (or options to purchase Capital Securities of Parent), so long as immediately before and after giving effect thereto, (i) no Event of Default shall have occurred and be continuing; (ii) the lesser at such time of (x) the Line of Credit and (y) the Borrowing Base minus, in each case, Total Exposure, shall not be less than $25,000,000, and (iii) the aggregate amount of such Restricted Payments do not exceed (x) $2,000,000 during the twelve (12) Fiscal Month period ending on the last day of the Fiscal Quarter immediately preceding the Fiscal Quarter in which such Restricted Payment is made or (y) $600,000 during any period of three (3) Fiscal Months ending during such twelve (12) Fiscal Month period; or, if the ratio of Consolidated Total Indebtedness, as determined as of the last day of the Fiscal Quarter immediately preceding the Fiscal Quarter in which such Restricted Payment is made, to Consolidated EBITDA for the twelve (12) Fiscal Month period ending on such date, is greater than 3.5 to 1.0, the aggregate amount of such Restricted Payments shall not exceed (x) $1,000,000 during the twelve (12) Fiscal Month period ending on the last day of the Fiscal Quarter immediately preceding the Fiscal Quarter in which such Restricted Payment is made or (y) $400,000 during any period of three (3) Fiscal Months ending during such twelve (12) Fiscal Month period; and (c) Parent may make regularly scheduled payments of interest under the Subordinated Notes, at the respective times and in the respective amounts required under the Subordinated Note Indenture, to the extent permitted pursuant to Article 10 of the Subordinated Note Indenture. ----------

No Restricted Payments. No Borrower shall, or shall permit any of its ---------------------- Subsidiaries to, directly or indirectly make any Make a Restricted Payment, provided, that: other than: (a) any wholly-owned Subsidiary the payment of any Borrower may declare and pay dividends and make solely in the same class of capital Stock of such Person; (b) the payment of dividends or other distributions to such Borrower; any Loan Party (bdirectly or through their Subsidiaries); (c) Parent may repurchase issued the payment of pro rata dividends and outstanding Capital Securities of Parent distributions by any Foreign Subsidiary; (or options to purchase Capital Securities of Parent), d) so long as immediately before and after giving effect thereto, (i) no Default or Event of Default shall have occurred then exist or would exist after giving effect thereto and be continuing; (ii) the lesser at such time of (x) Fixed Charge Coverage Ratio, measured for the Line of Credit and (y) the Borrowing Base minus, in each case, Total Exposure, shall not be less than $25,000,000, and (iii) the aggregate amount of such Restricted Payments do not exceed (x) $2,000,000 during the twelve (12) Fiscal Month 12 month period ending on the last day of the Fiscal Quarter immediately preceding the Fiscal Quarter in most recently ended calendar month for which US Agent has received financial statements required to be delivered under Section 5.1 and calculated as if such Restricted Payment is payment was made or (y) $600,000 during any period of three (3) Fiscal Months ending during such twelve (12) Fiscal Month period; or, if the ratio of Consolidated Total Indebtedness, as determined as of on the last day of the Fiscal Quarter immediately preceding the Fiscal Quarter in which such Restricted Payment 12 month period is made, to Consolidated EBITDA for the twelve (12) Fiscal Month period ending on such date, is greater than 3.5 at least 1.0 to 1.0, the payment of consulting fees to Affiliates in an aggregate amount of such up to $1,000,000 in any 12 month period; (e) so long as no Default or Event of Default shall then exist or would exist after giving effect thereto, repurchase of equity interests (or other Restricted Payments pursuant to a profit sharing or like plan) from present and former employees, directors and officers (or any spouse, ex-spouse or estate of any of the foregoing) in an aggregate amount of up to $2,500,000 in any fiscal year; and (f) Xxxxxxx Cable may purchase or redeem any Stock issued by Xxxxxxx Cable or pay dividends to its stockholders in an amount not to exceed $20,000,000 in any calendar year so long as (A) no Default or Event of Default shall then exist or would exist after giving effect thereto, and (B) after giving effect to such purchase or redemption, Excess Availability is at least equal to Required Excess Availability; provided, that such $20,000,000 limitation shall not exceed apply so long as each of the following conditions shall be satisfied: (xi) $1,000,000 during Excess Availability for each day of the twelve 30 day period ending on the date of such purchase, redemption or payment is equal to or greater than Required Excess Availability, (12ii) Fiscal Month Excess Availability as of the day of such purchase, redemption or payment, immediately after giving effect to such purchase, redemption or payment, is equal to or greater than Required Excess Availability, (iii) the Fixed Charge Coverage Ratio, measured for the 12 month period ending on the last day of the Fiscal Quarter immediately preceding most recently ended calendar month for which US Agent has received the Fiscal Quarter in which financial statements required to be delivered under Section 5.1 and calculated as if such Restricted Payment purchase, redemption or payment was made on the last day of such 12 month period is made at least 1.0 to 1.0 and (iv) no Default or (y) $400,000 during any period Event of three (3) Fiscal Months ending during Default shall then exist or would exist after giving effect to such twelve (12) Fiscal Month period; and (c) Parent may make regularly scheduled payments of interest under the Subordinated Notespurchase, at the respective times and in the respective amounts required under the Subordinated Note Indenture, to the extent permitted pursuant to Article 10 of the Subordinated Note Indenture. ----------redemption or payment.

No Restricted Payments. No Borrower shall, or other than PBM and PBE shall permit any of its ---------------------- Subsidiaries to, directly or indirectly make any Restricted Payment, provided, that: Payments other than (ai) for any wholly-owned Subsidiary of any Borrower may declare and pay dividends and make other distributions to such Borrower; (b) Parent may repurchase issued and outstanding Capital Securities of Parent (or options to purchase Capital Securities of Parent)one calendar month, so long as immediately before and after giving effect thereto(A) a Contingent Event has occurred, (iB) no Event of Default shall have has occurred and be continuing; is continuing and (C) there is no outstanding Deferred Principal Amount, rent or charter hire with respect to Princess Vessel or the Big Easy Vessel from ITGV or ITGPB to PBM or PBE in an aggregate amount not to exceed $150,000 plus one percent (1%) of Borrower's Net Revenue for such calendar month (each a "Charter Payment"), (ii) so long as no Event of Default has occurred and is continuing, dividends or other distributions from any Borrower to Guarantor in an aggregate amount not to exceed $150,000 in any given calendar month, plus payments pursuant to the lesser Tax Sharing Agreement (each, a "ITB Distribution"), (iii) $188,216.02 plus additional interest accruing between the date of Closing and the date of Funding at such time the rate of 8.0% to be paid to Francis X. Murray (x"FX") in full satisfaction of all Indebtednexx xxxxx xx XX xx any Borrower (the Line "FX Debt Repayment"), (iv) payment of Credit compensation in the ordinary course of business consistent with past practices to Francis W. Murray and (y) the Borrowing Base minus, FX in each case, Total Exposure, shall an aggregate amount not be less than to exceed $25,000,000500,000 xx xxx xxxxxx month period, and (iiiv) with respect to each of ITGPB, RSE and ITGV, distributions to the aggregate amount of such Restricted Payments do not exceed (x) $2,000,000 during the twelve (12) Fiscal Month period ending on the last day holders of the Fiscal Quarter immediately preceding equity ownership interests of ITGPB, RSE or ITGV, as the Fiscal Quarter case may be, in the amounts described in and required by the Tax Sharing Agreement. Notwithstanding item (i) of this Section 14(w), if with respect to any calendar month occurring from the date hereof until the Termination Date ITGV and ITGPB are unable to make a Charter Payment for such calendar month because a Contingent Event is not continuing, ITGV and ITGPB shall be permitted to make an additional Charter Payment for such missed calendar month during any subsequent calendar month in which such Restricted ITGV and ITGPB are permitted to make a Charter Payment is made or under item (yi) $600,000 during any period of three (3) Fiscal Months ending during such twelve (12) Fiscal Month periodthis Section 14(w); or, if the ratio of Consolidated Total Indebtedness, as determined as of the last day of the Fiscal Quarter immediately preceding the Fiscal Quarter in which such Restricted Payment is made, to Consolidated EBITDA for the twelve (12) Fiscal Month period ending on such date, is greater than 3.5 to 1.0, the aggregate amount of such Restricted Payments provided that ITGV and ITGPB shall not exceed (x) $1,000,000 during the twelve (12) Fiscal Month period ending on the last day of the Fiscal Quarter immediately preceding the Fiscal Quarter make any more than two Charter Payments in which such Restricted Payment is made or (y) $400,000 during any period of three (3) Fiscal Months ending during such twelve (12) Fiscal Month period; and (c) Parent may make regularly scheduled payments of interest under the Subordinated Notes, at the respective times and in the respective amounts required under the Subordinated Note Indenture, to the extent permitted pursuant to Article 10 of the Subordinated Note Indenture. ----------given calendar month.

No Restricted Payments. No Borrower shall, or shall permit any of its ---------------------- Subsidiaries to, directly or indirectly make any Restricted Payment, provided, thatPayment except: (aA) dividends and distributions by Subsidiaries of Xxxxxxx paid to Xxxxxxx or any whollyother Wholly-owned Owned Subsidiary of Xxxxxxx, (B) so long as no Default or Event of Default has occurred and is continuing or would occur as a result of such Restricted Payment and any Borrower may declare related Indebtedness incurred to make such Restricted Payment, dividends or distributions by Xxxxxxx to holders of its Common Stock of up to $.09 per share per quarter (as adjusted for stock splits and pay dividends combinations), (C) redemptions or repurchases of Capital Securities held by former officers, directors or employees following the death, retirement, disability, or termination of employment or service so long as such redemptions and repurchases from and after the Closing Date do not exceed $4.0 million in the aggregate, (D) so long as (I) no Default or Event of Default has occurred and is continuing or would occur as a result of such Restricted Payment and any related Indebtedness incurred to make other distributions such Restricted Payment and Thirty-Day Average Availability is not less than $60 million (calculated on a pro forma basis giving effect to such Borrower; payments and incurrence as if they had occurred on the first day of the period used to calculate Thirty-Day Average Availability) and (bII) Parent may repurchase issued the Second Lien Credit Facility has been repaid in full and outstanding terminated with the proceeds of Indebtedness permitted to be incurred under SECTION 8.2 and/or the proceeds from the issuance of Capital Securities of Parent Xxxxxxx (or options to purchase other than Disqualified Capital Securities of ParentSecurities), so long as immediately before (A) on and after giving effect theretoJune 1, 2008, dividends or distributions by Xxxxxxx to holders of Xxxxxxx Preferred Stock to the extent required to be paid in cash by Xxxxxxx'x Governing Documents, and (i) no Event of Default shall have occurred and be continuing; (iiB) the lesser repurchase or redemption by Xxxxxxx of all or any portion of the Xxxxxxx Preferred Stock; PROVIDED, that the amount of cash derived from sources other than the issuance of Permitted Junior Debt and Xxxxxxx'x common stock (both issued in connection with the Preferred Stock Transaction) used to make such Restricted Payment for all shares to be so repurchased or redeemed at such time of (x) the Line of Credit and (y) the Borrowing Base minus, in each case, Total Exposure, shall not be less than $25,000,000, and (iii) the aggregate amount of such Restricted Payments do not exceed (x) $2,000,000 during the twelve (12) Fiscal Month period ending on the last day of the Fiscal Quarter immediately preceding the Fiscal Quarter in which such Restricted Payment is made or (y) $600,000 during any period of three (3) Fiscal Months ending during such twelve (12) Fiscal Month period; or, if the ratio of Consolidated Total Indebtedness, as determined as of the last day of the Fiscal Quarter immediately preceding the Fiscal Quarter in which such Restricted Payment is made, to Consolidated EBITDA for the twelve (12) Fiscal Month period ending on such date, is greater than 3.5 to 1.0, the aggregate amount of such Restricted Payments shall not exceed $75 million multiplied by a fraction the numerator of which is the accreted value of all Xxxxxxx Preferred Stock to be purchased or redeemed at such time and the denominator of which is the accreted value of all shares of Xxxxxxx Preferred Stock at such time (x) $1,000,000 during calculated as if no such shares have previously been purchased or redeemed); PROVIDED, further that a Responsible Officer shall deliver to the twelve (12) Fiscal Month period ending on Agent a certificate certifying to the last day of calculations set forth above and attaching such supporting materials as shall be reasonably requested by the Fiscal Quarter immediately preceding the Fiscal Quarter in which such Restricted Payment is made or (y) $400,000 during any period of three (3) Fiscal Months ending during such twelve (12) Fiscal Month period; andAgent, (cE) Parent may make regularly scheduled payments repurchases of interest under the Subordinated Notes, at the respective times and Permitted Junior Debt with Permitted Refinancing Indebtedness in the respective amounts required under the Subordinated Note Indenture, to the extent permitted pursuant to Article 10 of the Subordinated Note Indenture. ----------respect thereof.