Common use of Restricted Payments and Purchases Clause in Contracts

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 thereon), (ii) for the purpose of enabling Intermediate to redeem or repurchase Intermediate Notes at any time when the Senior Note Prepayment Conditions are met, and/or (iii) any dividend that occurs or is deemed to occur in connection with transactions between the Borrower and Intermediate relating to Intermediate Notes after the Borrower has purchased Intermediate Notes in accordance with Section 7.5(j) hereof (including without limitation, and transfer for waiver of Intermediate Notes).”

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 $500,000 300,000 in the aggregate, and (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 $500,000 200,000 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 thereon), (ii) for the purpose of enabling Intermediate to redeem or repurchase Intermediate Notes at any time when the Senior Note Prepayment Conditions are met, and/or (iii) any dividend that occurs or is deemed to occur in connection with transactions between the Borrower and Intermediate relating to Intermediate Notes after the Borrower has purchased Intermediate Notes in accordance with Section 7.5(j) hereof (including without limitation, and transfer for waiver of Intermediate Notes)Holdings.”

Restricted Payments and Purchases. The Borrower shall not directly or indirectly declare or makenot, and shall not permit any of the Borrower’s its Subsidiaries to to, directly or indirectly makeindirectly, declare or make any Restricted Payment or Restricted Purchase, or set aside any funds for any such purpose, without except (i) the prior written consent Borrower may use the proceeds of the Majority Lenders; provided, howeverinitial Advance of the Revolving Loans to declare and pay a cash dividend of approximately $168,750,000 to CSC on or after the Agreement Date, (aii) the that Borrower’s 's Subsidiaries may make Restricted Payments to the Borrower, (biii) so long as no Default or Event of Default then exists or would be caused thereby, thereby the Borrower may make Restricted Payments in amounts received by the Borrower from CSC pursuant to Section 6(e) of the CSC Pledge Agreement relating to payments due made to CSC under the Management Consulting Agreement, and (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, (div) so long as no Default or Event of Default then exists or would be caused thereby, thereby and subject to 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 terms of the Senior NotesSubordination of Fees Agreement, for payment of fees under the Management Agreements, (ev) so long as no Default or Event of Default then exists or would be caused therebythereby the Borrower may pay to CSC amounts due under, and in accordance with, the Tax Sharing Agreement, (vi) the Borrower may issue its mandatorily-redeemable series A preferred stock in exchange for the class C or class D non-voting stock of the Borrower held by NBC pursuant to the NBC Agreements in effect on the Agreement Date and (vii) so long as no Event of Default then exists, if the transaction described in Section 8.5(a)(2)(B)(iii) occurs, the Borrower may make a cash bonus payments dividend to management CSC of not to exceed (i) more than the first $3,000,000 in connection with 81,250,000 from 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 thereon), (ii) for the purpose of enabling Intermediate to redeem or repurchase Intermediate Notes at any time when the Senior Note Prepayment Conditions are met, and/or (iii) any dividend that occurs or is deemed to occur in connection with transactions between the Borrower and Intermediate relating to Intermediate Notes after the Borrower has purchased Intermediate Notes in accordance with Section 7.5(j) hereof (including without limitation, and transfer for waiver of Intermediate Notes)Net Cash Proceeds thereof.”

Restricted Payments and Purchases. The Borrower None of the Borrowers shall, nor shall not any permit their Subsidiaries to, directly or indirectly declare or make, and shall not permit any of the Borrower’s Subsidiaries to directly or indirectly make, 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, that each of the Borrowers may and may permit its Subsidiaries to: (a) incur management fees under the Borrower’s Management Agreement in an amount not to exceed five percent (5%) of such Borrowers' gross revenues, on a combined basis and on a consolidated basis with respect to each Borrower and its Subsidiaries may make Restricted Payments for any fiscal period, and in any case subject to the Borrower, provisions of the Subordination of Management Fees Agreement; (b) so long as no Default or Event of Default hereunder then exists or would be caused thereby, during the Borrower may make payments period from the Agreement Date through and including December 31, 2003, (i) pay up to sixty percent (60%) of the fees currently due and payable under the Management Consulting AgreementAgreement to the extent such fees were permitted to be incurred under Section 7.7(a) hereof (except that after December 31, 2003, the Borrowers shall pay no management fees) and (ii) in the event that payment of such management fees have previously been deferred as a result of a Default or otherwise under this Section 7.7(b), pay such previously deferred management fees in an amount up to sixty percent (60%) of all management fees incurred during the term of this Agreement (to the extent that such fees were permitted to be incurred under Section 7.7(a) hereof); (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 then exist, or Event of Default then existswould be caused thereby, the Borrower Borrowers may purchase (make Restricted Payments, directly or make dividends indirectly, to Intermediate and/or Southeast and Charter Holding solely for the purpose of making interest payments with respect to the Southeast Notes and the Charter Holdings to allow Intermediate and/or Holdings to purchase) the Capital Stock of Holdings and/or Intermediate from management Debentures, respectively, or any Replacement Notes and for an aggregate purchase price audit fees, professional fees and other administrative expenses not to exceed $500,000 300,000 in the aggregate, aggregate for any calendar year; and (d) so long as no Default or Event of Default then exists exist 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 the ratio of Default then exists or would be caused therebyTotal Debt to Annualized Operating Cash Flow (determined as of the end of the most recently completed fiscal quarter) is less than 4.50 to 1, the Borrower Borrowers 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 thereon), (ii) for the purpose of enabling Intermediate to redeem or repurchase Intermediate Notes at any time when the Senior Note Prepayment Conditions are met, and/or (iii) any dividend that occurs or is deemed to occur in connection with transactions between the Borrower and Intermediate relating to Intermediate Notes after the Borrower has purchased Intermediate Notes in accordance with Section 7.5(j) hereof (including without limitation, and transfer for waiver of Intermediate Notes).”Restricted Payment;

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, Notes and (e) so long as no Default or of 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 thereon), (ii) for the purpose of enabling Intermediate to redeem or repurchase Intermediate Notes at any time when the Senior Note Prepayment Conditions are met, and/or (iii) any dividend that occurs or is deemed to occur in connection with transactions between the Borrower and Intermediate relating to Intermediate Notes after the Borrower has purchased Intermediate Notes in accordance with Section 7.5(j) hereof (including without limitation, and transfer for waiver of Intermediate Notes).”

Restricted Payments and Purchases. The Borrower shall not directly or indirectly declare or makenot, and shall not permit any of the Borrower’s its Subsidiaries to to, directly or indirectly make, declare or 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, except that (a) so long as no Default then exists or would be caused thereby and the Borrower’s Subsidiaries stated Leverage Ratio under Section 7.10 hereof is equal to or less than 5.50:1, up to fifty percent (50%) of Excess Cash Flow for the preceding fiscal year of the Borrower may make Restricted Payments be used by the Borrower to pay dividends to its shareholders, provided that the Borrower shall provide the Lenders with a certificate, signed by the chief financial officer of the Borrower, demonstrating pro forma compliance with the terms of this Section 7.7, after giving effect to such dividend payments; (b) so long as no Default or Event of Default then exists or would be caused thereby, the Borrower may make payments due under distributions to Vanguard (other than distributions permitted in clause (d) of this Section 7.7) in an aggregate amount not to exceed, together with Acquisitions and Investments permitted pursuant to 7.6(b)(ii) hereof, $100,000,000.00 during the Management Consulting term of this Agreement, provided that such distributions shall be used by Vanguard for the purpose of repurchasing its Capital Stock; (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 loans to management not to exceed employees, so long as (i) the outstanding amount of such payments or loans does not exceed $3,000,000 15,000,000.00 in the aggregate at any time, (ii) no such loans to an employee are permitted to remain unreimbursed or unpaid by any such employee for more than five (5) years, and (iii) the proceeds of such loans shall be used to pay withholding taxes incurred in connection with the issuance exercise of the Senior Notes and options to purchase Capital Stock of Vanguard by such employees; (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 (fd) so long as no Default or Event of Default then exists or would be caused thereby, the Borrower may make distributions to Vanguard, or distributions to a third party financial intermediary appointed by Vanguard, in an aggregate amount not to exceed $250,000,000.00 during the term of this Agreement to be used solely to pay dividends to Intermediate (i) for an amount sufficient to tender for, repurchase, defease or otherwise retire the purpose Vanguard Debentures, (ii) current scheduled payments of paying reasonable accrued interest with respect to the Vanguard Debentures and payments by Vanguard pursuant to any Vanguard Interest Rate Hedge Agreements, and (iii) any fees and expenses incurred in connection with the issuance and/or maintenance tender for, repurchase, defeasance or other retirement of the Intermediate Notes Vanguard Debentures) and (but not for the purpose of paying principal or interest accrued thereon), (iie) for the purpose of enabling Intermediate to redeem or repurchase Intermediate Notes at any time when the Senior Note Prepayment Conditions are met, and/or (iii) any dividend that occurs or is deemed to occur in connection with transactions between the Borrower and Intermediate relating may pay expenses of Vanguard related solely to Intermediate Notes after the Borrower has purchased Intermediate Notes its operating obligations in accordance with Section 7.5(j) hereof (including without limitation, and transfer an amount not to exceed $1,250,000.00 for waiver of Intermediate Notes)any fiscal year.”"

Restricted Payments and Purchases. The Borrower shall not directly or indirectly declare or makenot, and shall not permit any of the Borrower’s its Subsidiaries to to, directly or indirectly make, declare or 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, except that (a) so long as no Default then exists or would be caused thereby and the Borrower’s Subsidiaries stated Leverage Ratio under Section 7.10 hereof is equal to or less than 5.50:1, up to fifty percent (50%) of Excess Cash Flow for the preceding fiscal year of the Borrower may make Restricted Payments be used by the Borrower to pay dividends to its shareholders, provided that the Borrower shall provide the Lenders with a certificate, signed by the chief financial officer of the Borrower, demonstrating pro forma compliance with the terms of this Section 7.7, after giving effect to such dividend payments; (b) so long as no Default or Event of Default then exists or would be caused thereby, the Borrower may make payments due under distributions to Vanguard (other than distributions permitted in clause (d) of this Section 7.7) in an aggregate amount not to exceed, together with Acquisitions and Investments permitted pursuant to 7.6(b)(ii) -2- hereof, $100,000,000.00 during the Management Consulting term of this Agreement, provided that such distributions shall be used by Vanguard for the purpose of repurchasing its Capital Stock; (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 loans to management not to exceed employees, so long as (i) the outstanding amount of such payments or loans does not exceed $3,000,000 15,000,000.00 in the aggregate at any time, (ii) no such loans to an employee are permitted to remain unreimbursed or unpaid by any such employee for more than five (5) years, and (iii) the proceeds of such loans shall be used to pay withholding taxes incurred in connection with the issuance exercise of the Senior Notes and options to purchase Capital Stock of Vanguard by such employees; (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 (fd) so long as no Default or Event of Default then exists or would be caused thereby, the Borrower may make distributions to Vanguard, or distributions to a third party financial intermediary appointed by Vanguard, in an aggregate amount not to exceed $250,000,000.00 during the term of this Agreement to be used solely to pay dividends to Intermediate (i) for an amount sufficient to tender for, repurchase, defease or otherwise retire the purpose Vanguard Debentures, (ii) current scheduled payments of paying reasonable accrued interest with respect to the Vanguard Debentures and payments by Vanguard pursuant to any Vanguard Interest Rate Hedge Agreements, and (iii) any fees and expenses incurred in connection with the issuance and/or maintenance tender for, repurchase, defeasance or other retirement of the Intermediate Notes Vanguard Debentures) and (but not for the purpose of paying principal or interest accrued thereon), (iie) for the purpose of enabling Intermediate to redeem or repurchase Intermediate Notes at any time when the Senior Note Prepayment Conditions are met, and/or (iii) any dividend that occurs or is deemed to occur in connection with transactions between the Borrower and Intermediate relating may pay expenses of Vanguard related solely to Intermediate Notes after the Borrower has purchased Intermediate Notes its operating obligations in accordance with Section 7.5(j) hereof (including without limitation, and transfer an amount not to exceed $1,250,000.00 for waiver of Intermediate Notes)any fiscal year.”"