Restricted Payments and Purchases. No Borrower Party shall, or shall permit any Subsidiary of a Borrower Party to, directly or indirectly declare or make any Restricted Payment or Restricted Purchase, or set aside any funds for any such purpose, other than Dividends on common stock which accrue (but are not paid in cash) or are paid in kind or Dividends on preferred stock which accrue (but are not paid in cash) or are paid in kind; provided, however, that (a) any Borrower’s Subsidiaries may make Restricted Payments to any Borrower or a wholly owned Domestic Subsidiary of any Borrower that is a Borrower Party, (b) Parent may make Restricted Payments to the holders of the Equity Interests of Parent for and in the amount of Federal and state taxes payable by such holders which are attributable to the operations or assets of Parent and, to the extent Parent has received a distribution in such amount from the Subsidiaries of Parent, the Subsidiaries of Parent and (c) Parent may make Restricted Payments and Restricted Purchases after the Agreement Date if, before and after giving effect to such Restricted Payment, no Default has occurred and is continuing or would result from the making of such Restricted Payment, so long as (i) there are no outstanding Advances and aggregate face amount of all outstanding Letters of Credit are less than $5,000,000 or (ii) if there are outstanding Advances or aggregate face amount of all outstanding Letters of Credit are equal to or greater than $5,000,000, Parent, on behalf of the Borrower Parties, delivers to the Administrative Agent a certificate, together with supporting documents in form and substance reasonably satisfactory to the Administrative Agent, executed by an Authorized Signatory certifying that as of such date of such proposed Restricted Payment or Restricted Purchase: (A) Availability is not less than the greater of (1) thirty percent (30%) of the amount of the Revolving Loan Commitment then in effect or (2) $20,000,000 and (B)(1) Availability is not projected to be less than the greater of (x) twenty percent (20%) of the amount of the Revolving Loan Commitment then in effect or (y) $15,000,000, at all times during the twelve (12) month period immediately following such Restricted Payment or Restricted Purchase and (2) Borrower Parties and their Subsidiaries have, on a consolidated bases, a Fixed Charge Coverage Ratio of at least 1.10:1.00 as of such date of determination.
Restricted Payments and Purchases. The Borrower shall not directly or indirectly declare or make, and shall not permit any of the Borrower’s Subsidiaries to directly or indirectly make, any Restricted Payment or Restricted Purchase, or set aside any funds for any such purpose, without the prior written consent of the Majority Lenders; provided, however, (a) the Borrower’s Subsidiaries may make Restricted Payments to the Borrower, (b) so long as no Default or Event of Default then exists or would be caused thereby, the Borrower may make payments due under the Management Consulting Agreement, (c) within thirty (30) days after the Agent receives the financial statements as of the end of a fiscal quarter delivered pursuant to Section 6.2 hereof demonstrating that Borrower would have been in compliance with Sections 7.8, 7.9 and 7.10 hereof if such proposed purchase had been made on the last day of such fiscal quarter and so long as no Default or Event of Default then exists, the Borrower may purchase (or make dividends to Intermediate and/or Holdings to allow Intermediate and/or Holdings to purchase) the Capital Stock of Holdings and/or Intermediate from management for an aggregate purchase price not to exceed $500,000 in the aggregate, (d) so long as no Default or Event of Default then exists or would be caused thereby, the Borrower may pay dividends to Intermediate and/or Holdings (i) in an aggregate annual amount of up to $500,000 to permit Intermediate and/or Holdings to pay corporate overhead and expenses incurred in the ordinary course and any capital and franchise taxes and taxes for the right to do business that become due and payable by Intermediate and/or Holdings and (ii) in an aggregate amount of up to $70,000,000 in connection with the issuance of the Senior Notes, (e) so long as no Default or Event of Default then exists or would be caused thereby, the Borrower may make cash bonus payments to management not to exceed (i) $3,000,000 in connection with the issuance of the Senior Notes and (ii) $2,500,000 in connection with the issuance of the Intermediate Notes (or Borrower may make dividends to Intermediate for the purpose of paying such amounts) and (f) so long as no Default or Event of Default then exists or would be caused thereby, the Borrower may pay dividends to Intermediate (i) for the purpose of paying reasonable fees and expenses in connection with the issuance and/or maintenance of the Intermediate Notes (but not for the purpose of paying principal or interest accrued the...
Restricted Payments and Purchases. The Borrower shall not directly or indirectly declare or make, and shall not permit any of the Borrower's Subsidiaries to directly or indirectly declare or make, any Restricted Payment or Restricted Purchase, or set aside any funds for any such purpose; provided, however, the Borrower's Subsidiaries may make Restricted Payments to the Borrower.
Restricted Payments and Purchases. The Borrower shall not, and shall not permit any of its Subsidiaries to, directly or indirectly declare or make any Restricted Payment or Restricted Purchase, except that so long as no Default hereunder then exists or would be caused thereby, the Borrower may make (a) scheduled payments of accrued interest in respect of Subordinated Debt incurred in accordance with Section 7.1 hereof, and (b) dividend payments in respect of any preferred stock or convertible preferred securities of the Borrower in an aggregate amount not to exceed $10,000,000 in any calendar year.
Restricted Payments and Purchases. The Borrower shall not directly or indirectly declare or make any Restricted Payment or Restricted Purchase, except that so long as no Default or Event of Default hereunder then exists or would be caused thereby, the Borrower may make the following permitted Restricted Payments:
(a) on or prior to the 180th day following the close of each fiscal year of BCC LP, a Tax Distribution for the benefit of Bresnan Communications, Inc. or any of its Affiliates with respect to such fiscal year;
(i) for each fiscal year of BCC LP ending prior to January 1, 2005, on or prior to the 180th day following the close of each such fiscal year of BCC LP in which the Borrower's Operating Cash Flow does not exceed or equal the projected "Operating Cash
(c) distributions to Holdco for the purpose of making interest payments in respect of the Holdco Notes and in respect of other Indebtedness for Money Borrowed incurred by Holdco or BCC LP which incurrence did not result in an Event of Default under Section 8.1(o);
(d) so long as the Total Leverage Ratio shall have been less than 5.50 to 1.00 for the two (2) consecutive fiscal quarters immediately preceding the distribution date (and on the distribution date after giving effect to any Advance made with respect to such distribution), a single distribution in an amount not to exceed twenty-five percent (25%) of the Excess Cash Flow for the immediately preceding fiscal year;
(e) distributions in respect of payments of monitoring fees as set forth in the Partnership Agreement in an amount not to exceed $550,000 per calendar year;
(f) distributions in respect of management fees to be paid pursuant to the Partnership Agreement; provided, however, that the aggregate amount of such management fees does not exceed three percent (3%) of the gross revenues of the Borrower in any fiscal year, and, provided, further, that for purposes hereof, management fees shall not include operating expenses (as determined in accordance with GAAP), which shall not be subject to the restrictions of this Section;
(g) repayments of, or distributions to pay, principal or interest on Member Subordinated Debt so long as (i) the Total Leverage Ratio (before and after giving effect to such repayment) is less than or equal to 5.50 to 1.00 and (ii) such Member Subordinated Debt has been outstanding for not less than two (2) full calendar quarters;
(h) Restricted Payments contemplated to be made on or in connection with the Agreement Date and thereafter with respect t...
Restricted Payments and Purchases. No Borrower Party shall, or shall permit any Subsidiary of a Borrower Party to, directly or indirectly declare or make any Restricted Payment or Restricted Purchase, or set aside any funds for any such purpose, other than Dividends on common stock which accrue (but are not paid in cash) or are paid in kind or Dividends on preferred stock which accrue (but are not paid in cash) or are paid in kind; provided, however, that a Borrower’s Subsidiaries may make Restricted Payments to such Borrower or a wholly owned Domestic Subsidiary of such Borrower that is a Borrower Party.
Restricted Payments and Purchases. The Borrower shall not, and shall cause each of its Restricted Subsidiaries not to, directly or indirectly declare or make any Restricted Payment or Restricted Purchase, except that (a) the Borrower may make Restricted Payments to Holdco or any Intermediate Holdco, as applicable, to enable such Person to make payments, to the extent that such payments are required in the ordinary course of business and relate directly to the Borrower or any of its Restricted Subsidiaries, or to services provided for or on behalf of the Borrower or any of its Restricted Subsidiaries, in each case that are required to be paid in cash, when due of (i) corporate franchise fees and taxes actually owed by Holdco or any Intermediate Holdco, (ii) legal and accounting fees and expenses actually incurred by Holdco or any Intermediate Holdco, (iii) costs incurred to comply with Holdco's or any Intermediate Holdco's reporting obligations under federal or state laws, including, without limitation, reports filed with respect to the Securities Act, the Exchange Act or the respective rules and regulations promulgated thereunder, and (iv) other customary corporate overhead expense; and (b) so long as no Default or Event of Default then exists or would result therefrom, the Borrower may (i) make Restricted Payments to Holdco or any Intermediate Holdco, as applicable, to enable such Person to make the following payments when due: (A) dividend or interest payments, as applicable, on Permitted Holdco Debt, and (B) payments to repurchase Equity Interests in Holdco or any Intermediate Holdco owned by employees, officers and directors of Holdco or any Intermediate Holdco, upon their death, disability or termination of employment or service, in an aggregate amount not to exceed $10,000,000 during any year or $15,000,000 during the term of this Agreement; (ii) make Restricted Payments to Holdco to enable Holdco to repurchase fractional shares of the common Equity Interests of Holdco resulting from the consummation of any reverse stock split effected by Holdco in aggregate amount not to exceed $400,000 during the term of this Agreement; and (iii) make Specified Holdco Distributions.
Restricted Payments and Purchases. The Borrower shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly declare or make any Restricted Payment or Restricted Purchase, provided, however that (a) so long as no Default then exists or would be caused thereby, and so long as on such date, the Borrower demonstrates that its Leverage Ratio before and after giving effect to such Restricted Payment is less than 3.0 to 1.0, and that it will be in compliance on a pro forma basis with Sections 7.8, 7.9 and 7.10 hereof from the date of such Restricted Payment through the Maturity Date after giving effect to such Restricted Payment, the Borrower may make Restricted Payments in an amount not to exceed the amount of (i) its EBITDA for the immediately preceding four (4) calendar quarters minus (ii) the aggregate amount of any Restricted Payments made under this Section 7.7 during the immediately preceding four (4) calendar quarters, (b) any Restricted Subsidiary of the Borrower may make distributions to the Borrower or another Restricted Subsidiary of the Borrower and (c) to the extent that a Restricted Subsidiary has made distributions to the Borrower or another Restricted Subsidiary, such Restricted Subsidiary may make distributions to other holders of equity interests in such Restricted Subsidiary in proportion to the ownership interest in such Restricted Subsidiary held by such holder.
Restricted Payments and Purchases. No Credit Party shall, or shall permit any Subsidiary of a Credit Party to, directly or indirectly declare or make any Restricted Payment or Restricted Purchase, or set aside any funds for any such purpose, other than Dividends on common stock which accrue (but are not paid in cash) or are paid in kind or which entitle the holder to obtain additional common stock or preferred stock convertible into common stock or Dividends on preferred stock which accrue (but are not paid in cash) or are paid in kind; provided, however, that (a) the Administrative Borrower’s Subsidiaries may make Restricted Payments to any Credit Party, (b) the Administrative Borrower may pay Dividends so long as it is in compliance with the Exception Conditions both before and after giving effect to the payment of such Dividends; provided however that if the Administrative Borrower can meet all Exception Conditions other than the condition set forth in clause (iv) of the definition of Exception Conditions, the Administrative Borrower may pay up to $6,000,000 of Dividends in any trailing twelve month period, and (c) the Administrative Borrower may make Restricted Purchases in an aggregate amount not to exceed (x) $5,000,000 during any trailing twelve month period and (y) $15,000,000 during the term of this Agreement, so long as it is in compliance with the Exception Conditions both before and after giving effect to such Restricted Purchase.
Restricted Payments and Purchases. 65 SECTION 7.8 TOTAL LEVERAGE RATIO.......................................65 SECTION 7.9 SENIOR LEVERAGE RATIO......................................66 SECTION 7.10 ANNUALIZED OPERATING CASH FLOW TO PRO FORMA DEBT...........66 SECTION 7.11 ANNUALIZED OPERATING CASH FLOW TO INTEREST EXPENSE.........67 SECTION 7.12
