Restricted Payments and Restricted Investments. (a) The Company will not, and will not permit any of its Subsidiaries to, declare, make or incur any liability to declare or make any Restricted Payment or any Restricted Investment unless, immediately prior, and immediately after giving effect, to the making of such Restricted Payment or Restricted Investment, no Default or Event of Default would exist and, with respect to Restricted Payments, immediately after giving effect to such action, the aggregate amount of such Restricted Payments of the Company and its Subsidiaries declared or made during the period commencing on September 30, 2004, and ending on the date such Restricted Payment is declared or made, inclusive, would not exceed the sum of: (1) $22,295,500, plus (2) 50% of Net Income for such period (or minus 100% of Net Income for such period if Net Income for such period is a loss), plus (3) the aggregate amount of net proceeds arising from sales of the Company’s Capital Stock during such period, plus (4) the Carryforward Restricted Payment Basket, minus (5) the amount of the aggregate Unused Restricted Payment Allowance allocated to the Carryforward Capital Expenditure Basket as provided in subsection (b) below. (b) Within 90 days after the end of each fiscal year of the Company, commencing with 90 days after the end of fiscal year 2004, after or with delivery of the audited annual financial statements in respect of the immediately preceding fiscal year of the Company, the Company shall notify the Noteholders of (i) the Unused Restricted Payment Allowance for such immediately preceding fiscal year and (ii) whether or not the Company will allocate any portion of such Unused Restricted Payment Allowance to the Carryforward Capital Expenditure Basket, whereupon the Carryforward Capital Expenditure Basket shall be immediately increased by the amounts allocated thereto. Notwithstanding the foregoing, the Carryforward Capital Expenditure Basket may not be increased in any fiscal year by more than $10,000,000.” (c) Section 10.13 of the Note Agreement is hereby amended and restated in its entirety to read as follows:
Appears in 1 contract
Samples: Note Purchase Agreement (Ryans Restaurant Group Inc)
Restricted Payments and Restricted Investments. (a) The Company will not, and will not permit any of its Subsidiaries to, declare, make or incur any liability to declare or make any Restricted Payment or any Restricted Investment unlessexcept that (i) any Subsidiary may declare and make Restricted Payments to its parent and (ii) the Company may make Restricted Payments and Restricted Investments if, immediately prior, and immediately after giving effect, to the making of such Restricted Payment or Restricted Investment, no Default or Event of Default would exist and, with respect to Restricted Payments, immediately after giving effect to such action, the aggregate amount of such Restricted Payments of the Company and its Subsidiaries declared or made during any fiscal year would not exceed $15,000,000 minus the amount of the aggregate Unused Restricted Payment Allowance allocated to the Carryforward Capital Expenditure Basket as provided in subsection (b) below, provided, however, if the Company is in compliance with the Fixed Charge Coverage Ratio for the fiscal quarter ended October 3, 2007 set forth in Section 10.4, the aggregate amount of such Restricted Payments of the Company and its Subsidiaries declared or made during the period commencing on September 30, 2004, with the first day of fiscal year 2008 and ending on the date such Restricted Payment is declared or made, inclusive, would shall not exceed the sum of:
(1) $22,295,50025,000,000, plus
(2) 50% of Net Income for each quarter in such period (or minus 100% of Net Income for such period if Net Income for such period is a loss), plus
(3) the aggregate amount of net proceeds arising from sales of the Company’s 's Capital Stock during such period, plus
(4) the Carryforward Restricted Payment Basket, minus
(5) the amount of the aggregate Unused Restricted Payment Allowance allocated to the Carryforward Capital Expenditure Basket as provided in subsection (b) below.
(b) Within 90 days after the end of each fiscal year of the Company, commencing with 90 days after the end of fiscal year 20042006, after or with delivery of the audited annual financial statements in respect of the immediately preceding fiscal year of the Company, the Company shall notify the Noteholders holders of Notes of (i) the Unused Restricted Payment Allowance for such immediately preceding fiscal year and (ii) whether or not the Company will allocate any portion of such Unused Restricted Payment Allowance to the Carryforward Capital Expenditure Basket, whereupon the Carryforward Capital Expenditure Basket shall be immediately increased by the amounts allocated thereto. Notwithstanding the foregoing, the Carryforward Capital Expenditure Basket may not be increased in any fiscal year by more than $10,000,000.”
(c) If the Company is in compliance with the Fixed Charge Coverage Ratio for the fiscal quarter ended October 3, 2007 set forth in Section 10.13 10.4, within 90 days after the end of each fiscal year of the Company, commencing with 90 days after the end of fiscal year 2007, after or with delivery of the audited annual financial statements in respect of the immediately preceding fiscal year of the Company, the Company shall notify the holders of Notes of (i) the Unused Capital Expenditure Allowance for such immediately preceding fiscal year and (ii) the Company's allocation of such Unused Capital Expenditure Allowance in whole or in part to the Carryforward Capital Expenditure Basket and/or the Carryforward Restricted Payment Basket, whereupon the Carryforward Capital Expenditure Basket and Carryforward Restricted Payment Basket shall be immediately increased by the amounts allocated thereto. If the Company fails to deliver such notice to the holders of Notes in the time required, the Unused Capital Expenditure Allowance shall be allocated first to the Carryforward Restricted Payment Basket and then to the Carryforward Capital Expenditure Basket. Notwithstanding the foregoing, (x) the Carryforward Capital Expenditure Basket may not be increased in any fiscal year by more than $10,000,000, and (y) if the Company is in compliance with the Fixed Charge Coverage Ratio for the fiscal quarter ended October 3, 2007 set forth in Section 10.4, (i) the Carryforward Restricted Payment Basket, if any, may not be increased in any fiscal year by more than $25,000,000, and (ii) no increase in the Carryforward Restricted Payment Basket shall be permitted if the aggregate amount of Capital Expenditures made in the immediately preceding fiscal year was less than $40,000,000."
(c) Schedule B of each Note Agreement is hereby amended as follows:
(i) by amending and restated restating in its entirety to read the definition of "EBITDA" as follows:
Appears in 1 contract
Samples: Note Purchase Agreement (Ryans Restaurant Group Inc)
Restricted Payments and Restricted Investments. (aSection 5.05) The Company Borrower will not, directly, or indirectly through a Subsidiary or otherwise, declare, order, pay, make or set apart any sum or property for any Restricted Payment and the Borrower will not and will not permit any of its Subsidiaries to, declare, Restricted Subsidiary to make or incur any liability become obligated to declare or make any Restricted Payment or any Restricted Investment Investment, in each case unless, immediately prior, both at the time of the proposed action and immediately after giving effecteffect thereto, (x) no condition or event shall exist which constitutes a Default or an Event of Default; and (y) the aggregate amount of:
(A) all sums and property included in all Restricted Payments directly or indirectly declared, ordered, paid, made or set apart by the Borrower during the period (the "Computation Period") (taken as one accounting period) from and including July 1, 1997 to and including the making date of such Restricted Payment or Restricted Investment, no Default or Event of Default would exist and, with respect to Restricted Payments, immediately after giving effect to such proposed action, plus COMPLIANCE CHECK LIST Carmike Cinemas, Inc. ____________, 199_
(B) the aggregate amount of such all Restricted Payments Investments of the Company Borrower and its all Restricted Subsidiaries declared or made during the period commencing on September 30, 2004, Computation Period and ending outstanding on the date of such proposed action and all commitments for such Restricted Payment is declared Investments made by the Borrower or madeany Restricted Subsidiary outstanding on such date, inclusive, would shall not exceed the sum of:
(1) of $22,295,500, plus
(2) 5060,000,000 plus 80% of Net Income for such period (or minus 100% in the case of a deficit) of Consolidated Net Income during the Computation Period; provided that the Borrower may declare, order, pay, make or set apart funds for such period if Net Income the payment of a dividend on, and in accordance with the terms of, any class of its Preferred Stock that is issued and sold by the Borrower for such period is a loss)cash after the date hereof, plus
if, both at the time of the proposed action and immediately after giving effect thereto, (3x) the aggregate amount of Restricted Payments after the date hereof with respect to all classes of Preferred Stock of the Borrower shall not exceed the aggregate net proceeds arising to the Borrower from all issuances and sales of its Preferred Stock after the Company’s Capital Stock during such perioddate hereof, plusand (y) no condition or event shall exist which constitutes a Default or an Event of Default.
(4a) the Carryforward Total Restricted Payment Basket, minus
Payments made during Computation Period $____________ (5) the net of amount of the aggregate Unused Restricted Payment Allowance allocated excluded pursuant to the Carryforward Capital Expenditure Basket as provided in subsection (b) below.foregoing proviso)
(b) Within 90 days after the end of each fiscal year of the Company, commencing with 90 days after the end of fiscal year 2004, after or with delivery of the audited annual financial statements in respect of the immediately preceding fiscal year of the Company, the Company shall notify the Noteholders of (i) the Unused Total Restricted Payment Allowance for such immediately preceding fiscal year and (ii) whether or not the Company will allocate any portion of such Unused Restricted Payment Allowance to the Carryforward Capital Expenditure Basket, whereupon the Carryforward Capital Expenditure Basket shall be immediately increased by the amounts allocated thereto. Notwithstanding the foregoing, the Carryforward Capital Expenditure Basket may not be increased in any fiscal year by more than Investments made during Computation Period $10,000,000.”____________
(c) Section 10.13 Total Restricted Payments and Restricted Investments made during Computation Period (sum of the Note Agreement is hereby amended and restated in its entirety to read as follows:(a) plus (b)) $____________
(d) 80% of positive Consolidated Net Income during Computation Period, or 100% of negative Consolidated Net Income during Computation Period $____________
(e) Base Amount $ 50,000,000
Appears in 1 contract
Restricted Payments and Restricted Investments. (a) The Company will Borrower shall not, and will shall not permit any of its Restricted Subsidiaries to, declare, make or incur any liability to declare or make any Restricted Payment Payment, except for the following:
(a) Regularly scheduled payments of principal and interest required to be paid in respect of (i) Subordinated Indebtedness, which payments are permitted to be paid and retained by the holder of such Subordinated Indebtedness by the subordination provisions applicable thereto, and (ii) other Borrowed Funds Indebtedness expressly permitted under this Agreement;
(b) Payments in respect of Borrowed Funds Indebtedness in connection with the refinancing of such Indebtedness which is permitted under this Agreement;
(c) Restricted Payments by a Subsidiary to its corporate parent which is the Borrower or a Restricted Subsidiary;
(d) Distributions by the Borrower or any Subsidiary payable solely in shares of capital stock of the Borrower or Subsidiary, as the case may be;
(e) Restricted Investment unlessPayments by Borrower in an aggregate amount of up to $1,500,000 in respect of (i) redemptions of stock required to be made under the Restricted Stock Plans, immediately prior(ii) redemptions of stock required to be made under the Stock Option Plans to the extent of the proceeds of the exercise of options by option holders thereunder, (iii) redemptions by Borrower of shares of its Preferred Stock held by the ESOP, as and to the extent required under Borrower's Certificate of Incorporation as in effect on the Closing Date, and immediately (iv) repurchases by Borrower of shares of its common stock and the transfer of such shares to the ESOP, or the funding of cash by Borrower to the ESOP;
(f) So long as no Default has occurred and is continuing or would, after giving effecteffect to such Distribution, occur, dividends by Woodstream on its preferred stock in an aggregate principal amount not to exceed $30,000 in any calendar year; and
(g) So long as no Default has occurred and is continuing or would, after giving effect to the making of such Restricted Payment or Restricted Investment, no Default or Event of Default would exist andoccur, with respect to additional Restricted Payments, immediately after giving effect to such action, the Payments and/or Restricted Investments in an aggregate amount of such Restricted Payments of the Company and its Subsidiaries declared or made during the period commencing on September 30, 2004, and ending on the date such Restricted Payment is declared or made, inclusive, would not to exceed the sum of:
$5,000,000 less amounts paid under (1e) $22,295,500, plus
(2) 50% of Net Income for such period (or minus 100% of Net Income for such period if Net Income for such period is a loss), plus
(3) the aggregate amount of net proceeds arising from sales of the Company’s Capital Stock during such period, plus
(4) the Carryforward Restricted Payment Basket, minus
(5) the amount of the aggregate Unused Restricted Payment Allowance allocated to the Carryforward Capital Expenditure Basket as provided in subsection (b) below.
(b) Within 90 days after the end of each fiscal year of the Company, commencing with 90 days after the end of fiscal year 2004, after or with delivery of the audited annual financial statements in respect of the immediately preceding fiscal year of the Company, the Company shall notify the Noteholders of (i) the Unused Restricted Payment Allowance for such immediately preceding fiscal year and (iif) whether or not the Company will allocate any portion of such Unused Restricted Payment Allowance to the Carryforward Capital Expenditure Basket, whereupon the Carryforward Capital Expenditure Basket shall be immediately increased by the amounts allocated thereto. Notwithstanding the foregoing, the Carryforward Capital Expenditure Basket may not be increased this Section 9.9 in any fiscal year by more than $10,000,000year.”
(c) Section 10.13 of the Note Agreement is hereby amended and restated in its entirety to read as follows:
Appears in 1 contract
Restricted Payments and Restricted Investments. (a) The Company will not, and will not permit any of its Subsidiaries to, declare, make or incur any liability to declare or make any Restricted Payment or any Restricted Investment unlessexcept that (i) any Subsidiary may declare and make Restricted Payments to its parent and (ii) the Company may make Restricted Payments and Restricted Investments if, immediately prior, and immediately after giving effect, to the making of such Restricted Payment or Restricted Investment, no Default or Event of Default would exist and, with respect to Restricted Payments, immediately after giving effect to such action, the aggregate amount of such Restricted Payments of the Company and its Subsidiaries declared or made during any fiscal year would not exceed $15,000,000 minus the amount of the aggregate Unused Restricted Payment Allowance allocated to the Carryforward Capital Expenditure Basket as provided in subsection (b) below, provided, however, if the Company is in compliance with the Fixed Charge Coverage Ratio for the fiscal quarter ended October 3, 2007 set forth in Section 10.4, the aggregate amount of such Restricted Payments of the Company and its Subsidiaries declared or made during the period commencing on September 30, 2004, with the first day of fiscal year 2008 and ending on the date such Restricted Payment is declared or made, inclusive, would shall not exceed the sum of:
(1) $22,295,50025,000,000, plus
(2) 50% of Net Income for each quarter in such period (or minus 100% of Net Income for such period if Net Income for such period is a loss), plus
(3) the aggregate amount of net proceeds arising from sales of the Company’s 's Capital Stock during such period, plus
(4) the Carryforward Restricted Payment Basket, minus
(5) the amount of the aggregate Unused Restricted Payment Allowance allocated to the Carryforward Capital Expenditure Basket as provided in subsection (b) below.
(b) Within 90 days after the end of each fiscal year of the Company, commencing with 90 days after the end of fiscal year 20042006, after or with delivery of the audited annual financial statements in respect of the immediately preceding fiscal year of the Company, the Company shall notify the Noteholders holders of Notes of (i) the Unused Restricted Payment Allowance for such immediately preceding fiscal year and (ii) whether or not the Company will allocate any portion of such Unused Restricted Payment Allowance to the Carryforward Capital Expenditure Basket, whereupon the Carryforward Capital Expenditure Basket shall be immediately increased by the amounts allocated thereto. Notwithstanding the foregoing, the Carryforward Capital Expenditure Basket may not be increased in any fiscal year by more than $10,000,000.”"
(c) Section 10.13 of the Note Agreement is hereby amended and restated in its entirety to read as follows:
Appears in 1 contract
Samples: Note Purchase Agreement (Ryans Restaurant Group Inc)
Restricted Payments and Restricted Investments. (a) The Company will not, and will not Make any Restricted Payment or Restricted Investment or permit any of its Restricted Subsidiaries to, declare, make or incur any liability to declare or make any Restricted Payment or Restricted Investment; provided, however, that Holdings or any Restricted Subsidiary may make a Restricted Payment or a Restricted Investment unlessif, immediately prior, and immediately after giving effect, effect to the making of such Restricted Payment or Restricted Investment, (a) no Default or Event of Default or Potential Default shall exist or result therefrom and (b)(i) the sum of the aggregate amount of Restricted Payments and Restricted Investments made by the Borrowers and their Restricted Subsidiaries since the Original Closing Date and made since February 8, 1994 by Holdings and any of its Restricted Subsidiaries which were not Restricted Subsidiaries as of the Original Closing Date and the amount of such proposed Restricted Payment or Restricted Investment would exist andnot exceed an amount equal to 50% of Borrowers' Consolidated Net Income for the entire period from and including January 1, with respect 1992 to the date of making such proposed Restricted PaymentsPayment or Restricted Investment, immediately plus, in the case of any proposed Investment in a Subsidiary of Holdings, an aggregate amount not to exceed Two Million Five Hundred Thousand Dollars ($2,500,000.00), or (ii) the ratio of Borrowers' Consolidated Indebtedness to Borrowers' Stockholders' Equity would not exceed 1.6 to 1 after giving effect to such action, proposed Restricted Payment or Restricted Investment or (iii) the sum of the aggregate amount of such Restricted Payments and Restricted Investments made by the Borrowers and their Restricted Subsidiaries since the Original Closing Date and made since February 8, 1994 by Holdings and any of its Restricted Subsidiaries which were not Restricted Subsidiaries as of the Company Original Closing Date and its Subsidiaries declared or made during the period commencing on September 30, 2004, and ending on the date such Restricted Payment is declared or made, inclusive, would not exceed the sum of:
(1) $22,295,500, plus
(2) 50% of Net Income for such period (or minus 100% of Net Income for such period if Net Income for such period is a loss), plus
(3) the aggregate amount of net proceeds arising from sales of the Company’s Capital Stock during such period, plus
(4) the Carryforward Restricted Payment Basket, minus
(5) the amount of the aggregate Unused proposed Restricted Payment Allowance allocated or Restricted Investment would not exceed an amount equal to the Carryforward Capital Expenditure Basket as provided in subsection one hundred percent (b100%) below.
(b) Within 90 days after the end of each fiscal year of the Company, commencing with 90 days after the end of fiscal year 2004, after or with delivery of the audited annual financial statements in respect of the immediately preceding fiscal year of the Company, the Company shall notify the Noteholders of (i) the Unused Restricted Payment Allowance for such immediately preceding fiscal year and (ii) whether or not the Company will allocate any portion of such Unused Restricted Payment Allowance to the Carryforward Capital Expenditure Basket, whereupon the Carryforward Capital Expenditure Basket shall be immediately increased by the amounts allocated thereto. Notwithstanding the foregoing, the Carryforward Capital Expenditure Basket may not be increased in any fiscal year by more than $10,000,000.”
(c) Section 10.13 of the Note Agreement is hereby amended and restated in its entirety to read as follows:Borrowers'
Appears in 1 contract
Samples: Credit Agreement (Coho Energy Inc)
