Common use of Restricted Payments and Restricted Investments Clause in Contracts

Restricted Payments and Restricted Investments. (a) The Company shall not, and the Company shall procure that no other Group Company shall, directly or indirectly: (i) declare or pay any dividend or make any distribution on or in respect of its Capital Stock except: (A) dividends or distributions payable in Capital Stock of the Company to Topco only; (B) dividends or distributions payable to a Group Company; and (C) dividends or distributions payable to holders of its Capital Stock other than a Group Company on no more than a pro rata basis; (ii) purchase, repurchase, redeem, retire or otherwise acquire or retire for value any Capital Stock of the Company or any parent entity of the Company held by persons other than a Group Company; (iii) make any payment (whether of principal, interest or other amounts) on or with respect to, or purchase, redeem, defease or otherwise acquire or retire for value, any Financial Indebtedness arising under the Second Lien Notes (other than any payment of interest thereon in the form of additional Second Lien Notes); (iv) make any payment (whether of principal, interest or other amounts) on or with respect to, or purchase, redeem, defease or otherwise acquire or retire for value, any Subordinated Shareholder Loan (other than any payment of interest thereon in the form of additional Subordinated Shareholder Loans); or (v) make any Restricted Investment, (any such dividend, distribution, purchase, redemption, repurchase, defeasance, other acquisition, retirement or Restricted Investment referred to in sub- paragraphs (i) through (v) are referred to herein as a “Restricted Payment”). (b) Paragraph (a) above shall not prohibit: (i) Restricted Payments to any parent entity of the Company in amounts equal to any costs (including all legal, accounting and other professional fees and expenses) (x) arising out of, or incurred by such parent entity in connection with, the 2019 Enforcement or (y) incurred by such parent entity (A) in connection with reporting obligations; (B) in compliance with applicable laws, rules or regulations of any governmental, regulatory or self-regulatory body or stock exchange; (C) in connection with customary indemnification obligations of any parent entity owing to directors, officers, employees or other persons under its articles, charter, by-laws, partnership agreement or other organizational documents or pursuant to written agreements with any such person to the extent relating to any Group Company; (D) in connection with obligations of any parent entity in respect of director and officer insurance (including premiums therefor) to the extent relating to any Group Company; (E) in connection with any general corporate overhead expenses, including all legal, accounting and other professional fees and expenses; and (F) in connection with other operational expenses of any parent entity reasonably related to the ownership or operation of the business of any Group Company in an aggregate amount not to exceed EUR 2,000,000 in any calendar year; and (ii) other Restricted Payments if, at the time of such Restricted Payment, (A) the Working Capital Notes Discharge Date has occurred, (B) no Event of Default is continuing or would arise from such Restricted Payment,

Restricted Payments and Restricted Investments. (a) The Company shall not, and the Company shall procure that no other Group Company shallnot permit any Restricted Subsidiary to, directly or indirectly: (i) declare or pay any dividend on, or make any distribution on or in respect of its Capital Stock except: (A) dividends of, or distributions payable in Capital Stock of the Company to Topco only; (B) dividends or distributions payable to a Group Company; and (C) dividends or distributions payable to holders of its Capital Stock other than a Group Company on no more than a pro rata basis; (ii) purchase, repurchase, redeem, retire or otherwise acquire redeem or retire for value value, any Capital Stock of the Company or of any parent entity Restricted Subsidiary, other than, in the case of the Company, through the issuance (as a dividend or stock split thereon or in exchange therefor) solely of the Company's own Capital Stock (excluding Exchangeable Stock or Redeemable Stock) and, in the case of a Restricted Subsidiary, with respect to shares of its Capital Stock that are owned solely by the Company held by persons other than or a Group Companywholly-owned Restricted Subsidiary; (iiiii) make any principal payment (whether of principal, interest or other amounts) on or with respect toon, or purchaseredeem, redeemrepurchase, defease or otherwise acquire or retire for value, prior to scheduled principal payment or maturity, Subordinated Indebtedness; or (iii) incur, create, assume or suffer to exist any Financial guarantee of Indebtedness arising under of, or make any loan or advancement to, or other investment in, any Affiliate or Related Person of the Second Lien Notes Company or a Restricted Subsidiary, other than the Company or a Restricted Subsidiary; (such payments or any other actions described in clauses (i) and (ii), a "Restricted Payment," and in clause (iii), a "Restricted Investment"), unless: (a) at the time of and after giving effect to the proposed Restricted Payment or Restricted Investment, no Event of Default (and no event that, after notice or lapse of time, or both, would become an Event of Default) shall have occurred and be continuing; and (b) at the time of and after giving effect to the proposed Restricted Payment or Restricted Investment (the value of which, if in a form other than cash, shall be determined in good faith by the Board of Directors, whose determination shall be conclusive and evidenced by a board resolution), the aggregate amount of all Restricted Payments and Restricted Investments declared or made after June 2, 1993, shall not exceed the sum of, without duplication, (I) 50% of the cumulative Consolidated Net Income of the Company (or if such cumulative Consolidated Net Income shall be a loss, 100% of such loss) accrued after June 2, 1993, less any negative extraordinary charges not reflected in Consolidated Net Income; (II) an amount equal to the Net Proceeds received by the Company from the issuance and sale (other than any payment to a Subsidiary) after June 2, 1993 of interest thereon Capital Stock (excluding Exchangeable Stock, Redeemable Stock and Capital Stock issued in the form exchange for previously outstanding shares of additional Second Lien NotesCapital Stock if such exchange did not constitute a Restricted Payment); (ivIII) make any payment (whether of principal, interest or other amounts) on or with respect to, or purchase, redeem, defease or otherwise acquire or retire for value, any Subordinated Shareholder Loan (other than any payment of interest thereon in the form of additional Subordinated Shareholder Loans); or (v) make any Restricted Investment, (any such dividend, distribution, purchase, redemption, repurchase, defeasance, other acquisition, retirement or Restricted Investment referred to in sub- paragraphs (i) through (v) are referred to herein as a “Restricted Payment”). (b) Paragraph (a) above shall not prohibit: (i) Restricted Payments to any parent entity of the Company in amounts equal to any costs (including all legal, accounting and other professional fees and expenses) (x) arising out of, or incurred by such parent entity in connection with, the 2019 Enforcement or (y) incurred by such parent entity (A) in connection with reporting obligations; (B) in compliance with applicable laws, rules or regulations of any governmental, regulatory or self-regulatory body or stock exchange; (C) in connection with customary indemnification obligations of any parent entity owing to directors, officers, employees or other persons under its articles, charter, by-laws, partnership agreement or other organizational documents or pursuant to written agreements with any such person to the extent relating to any Group Company; (D) in connection with obligations of any parent entity in respect of director and officer insurance (including premiums therefor) to the extent relating to any Group Company; (E) in connection with any general corporate overhead expenses, including all legal, accounting and other professional fees and expenses; and (F) in connection with other operational expenses of any parent entity reasonably related to the ownership or operation of the business of any Group Company in an aggregate amount not to exceed EUR 2,000,000 in any calendar year$15,000,000; and (IV) an amount equal to 50% of any dividends received by and 100% of any Restricted Investments which are returned or repaid to (in each case, to the extent not included in Consolidated Net Income of the Company) the Company or a wholly-owned Restricted Subsidiary after the date of the Indenture from an Unrestricted Subsidiary of the Company; PROVIDED, HOWEVER, that Net Proceeds received from the sale of the stock of PSHC, BSI, TSI, SSI, KCSC, SCRSI, SGSI or SWSI, or any successor or assignee thereof, by the Company shall not be included in clause (ii) above. For purposes of any calculation pursuant to the preceding sentence which is required to be made within 60 days after the declaration of a dividend by the Company or any Subsidiary, such dividend shall be deemed to be paid at the date of declaration, and the subsequent payment of such dividend during such 60-day period shall not be treated as an additional Restricted Payment. Notwithstanding the foregoing, the provisions of this Section 4.05 will not prevent the following Restricted Payments or Restricted Investments: (a) payment of any dividend within 60 days after the date of its declaration if at the date of declaration such payment would be permitted by this Section; and (b) Restricted Investments, which together with all other Restricted Investments since June 2, 1993, do not exceed $20,000,000 in the aggregate, provided that after giving effect to each such Restricted Investment (as if it had occurred on the first day of such period) the pro forma Consolidated Coverage Ratio of the Company, calculated cumulatively for the four most recent consecutive fiscal quarters of the Company and ending prior to the date of the latest Restricted Investment, shall be greater than 2.00 to 1.00. The Board of Directors may designate any Restricted Subsidiary to be an Unrestricted Subsidiary if such designation would not cause a Default; PROVIDED that in no event shall the business currently operated by PSHC, BSI, SCRSI, TSI, SGSI or SWSI, or the business to be operated by KCSC (or its Affiliates) at the Station Casino Kansas City property located in Kansas City, Missouri, be transferred to or held by an Unrestricted Subsidiary. For purposes of making such determination, all outstanding investments by the Company and its Restricted Subsidiaries (except to the extent repaid in cash) in the Subsidiary so designated will be deemed to be Restricted Payments if, at the time of such designation and will reduce the amount available for Restricted PaymentPayments under this Section 4.05. All such outstanding investments will be deemed to constitute investments in an amount equal to the fair market value of such investments at the date of such designation. Such designation will only be permitted if such Restricted Payment would be permitted at such time and if such Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. Prior to making any Restricted Payment or Restricted Investment, the Company will deliver to the Trustee an Officers' Certificate (Adated the date of such proposed payment or investment) the Working Capital Notes Discharge Date has occurred, stating (Bi) that such proposed payment or investment will be in compliance with this Section 4.05 and (ii) no Default or Event of Default is continuing under this Indenture has occurred or would arise from will occur as a result of such Restricted Payment,proposed payment or investment.

Restricted Payments and Restricted Investments. (a) The Company shall not, and the Company shall procure that no other Group Company shallnot permit any Restricted Subsidiary to, directly or indirectly: (i) declare or pay any dividend on, or make any distribution on or in respect of its Capital Stock except: (A) dividends of, or distributions payable in Capital Stock of the Company to Topco only; (B) dividends or distributions payable to a Group Company; and (C) dividends or distributions payable to holders of its Capital Stock other than a Group Company on no more than a pro rata basis; (ii) purchase, repurchase, redeem, retire or otherwise acquire redeem or retire for value value, any Capital Stock of the Company or of any parent entity Restricted Subsidiary, other than, in the case of the Company, through the issuance (as a dividend or stock split thereon or in exchange therefor) solely of the Company's own Capital Stock (excluding Exchangeable Stock or Redeemable Stock) and, in the case of a Restricted Subsidiary, with respect to shares of its Capital Stock that are owned solely by the Company held by persons other than or a Group Companywholly-owned Restricted Subsidiary; (iiiii) make any principal payment (whether of principal, interest or other amounts) on or with respect toon, or purchaseredeem, redeemrepurchase, defease or otherwise acquire or retire for value, prior to scheduled principal payment or maturity, Subordinated Indebtedness; or (iii) incur, create, assume or suffer to exist any Financial guarantee of Indebtedness arising under of, or make any loan or advancement to, or other investment in, any Affiliate or Related Person of the Second Lien Notes Company or a Restricted Subsidiary, other than the Company or a Restricted Subsidiary; (such payments or any other actions described in clauses (i) and (ii), a "Restricted Payment," and in clause (iii), a "Restricted Investment"), unless: (a) at the time of and after giving effect to the proposed Restricted Payment or Restricted Investment, no Event of Default (and no event that, after notice or lapse of time, or both, would become an Event of Default) shall have occurred and be continuing; and (b) at the time of and after giving effect to the proposed Restricted Payment or Restricted Investment (the value of which, if in a form other than cash, shall be determined in good faith by the Board of Directors, whose determination shall be conclusive and evidenced by a board resolution), the aggregate amount of all Restricted Payments and Restricted Investments declared or made after June 2, 1993, shall not exceed the sum of, without duplication, (I) 50% of the cumulative Consolidated Net Income of the Company (or if such cumulative Consolidated Net Income shall be a loss, 100% of such loss) accrued after June 2, 1993, less any negative extraordinary charges not reflected in Consolidated Net Income; (II) an amount equal to the Net Proceeds received by the Company from the issuance and sale (other than any payment to a Subsidiary) after June 2, 1993 of interest thereon Capital Stock (excluding Exchangeable Stock, Redeemable Stock and Capital Stock issued in the form exchange for previously outstanding shares of additional Second Lien NotesCapital Stock if such exchange did not constitute a Restricted Payment); (ivIII) make any payment (whether of principal, interest or other amounts) on or with respect to, or purchase, redeem, defease or otherwise acquire or retire for value, any Subordinated Shareholder Loan (other than any payment of interest thereon in the form of additional Subordinated Shareholder Loans); or (v) make any Restricted Investment, (any such dividend, distribution, purchase, redemption, repurchase, defeasance, other acquisition, retirement or Restricted Investment referred to in sub- paragraphs (i) through (v) are referred to herein as a “Restricted Payment”). (b) Paragraph (a) above shall not prohibit: (i) Restricted Payments to any parent entity of the Company in amounts equal to any costs (including all legal, accounting and other professional fees and expenses) (x) arising out of, or incurred by such parent entity in connection with, the 2019 Enforcement or (y) incurred by such parent entity (A) in connection with reporting obligations; (B) in compliance with applicable laws, rules or regulations of any governmental, regulatory or self-regulatory body or stock exchange; (C) in connection with customary indemnification obligations of any parent entity owing to directors, officers, employees or other persons under its articles, charter, by-laws, partnership agreement or other organizational documents or pursuant to written agreements with any such person to the extent relating to any Group Company; (D) in connection with obligations of any parent entity in respect of director and officer insurance (including premiums therefor) to the extent relating to any Group Company; (E) in connection with any general corporate overhead expenses, including all legal, accounting and other professional fees and expenses; and (F) in connection with other operational expenses of any parent entity reasonably related to the ownership or operation of the business of any Group Company in an aggregate amount not to exceed EUR 2,000,000 in any calendar year$15,000,000; and (iiIV) an amount equal to 50% of any dividends received by and 100% of any Restricted Investments which are returned or repaid to (in each case, to the extent not included in Consolidated Net Income of the Company) the Company or a wholly-owned Restricted Subsidiary after the date of the Indenture from an Unrestricted Subsidiary of the Company; PROVIDED, HOWEVER, that Net Proceeds received from the sale of the stock of PSHC, BSI, TSI, SSI, KCSC, SCRSI, SGSI or SWSI, or any successor or assignee thereof, by the Company shall not be included in clause (II) above. For purposes of any calculation pursuant to the preceding sentence which is required to be made within 60 days after the declaration of a dividend by the Company or any Subsidiary, such dividend shall be deemed to be paid at the date of declaration, and the subsequent payment of such dividend during such 60-day period shall not be treated as an additional Restricted Payment. Notwithstanding the foregoing, the provisions of this Section 4.05 will not prevent the following Restricted Payments or Restricted Investments: (a) payment of any dividend within 60 days after the date of its declaration if at the date of declaration such payment would be permitted by this Section; and (b) Restricted Investments, which together with all other Restricted Investments since June 2, 1993, do not exceed $20,000,000 in the aggregate, provided that after giving effect to each such Restricted Investment (as if it had occurred on the first day of such period) the pro forma Consolidated Coverage Ratio of the Company, calculated cumulatively for the four most recent consecutive fiscal quarters of the Company and ending prior to the date of the latest Restricted Investment, shall be greater than 2.00 to 1.00. The Board of Directors may designate any Restricted Subsidiary to be an Unrestricted Subsidiary if such designation would not cause a Default; PROVIDED that in no event shall the business currently operated by PSHC, BSI, SCRSI, TSI, SGSI or SWSI, or the business operated by KCSC (or its Affiliates) at the Station Casino Kansas City property located in Kansas, City, Missouri, be transferred to or held by an Unrestricted Subsidiary. For purposes of making such determination, all outstanding investments by the Company and its Restricted Subsidiaries (except to the extent repaid in cash) in the Subsidiary so designated will be deemed to be Restricted Payments if, at the time of such designation and will reduce the amount available for Restricted PaymentPayments under this Section 4.05. All such outstanding investments will be deemed to constitute investments in an amount equal to the fair market value of such investments at the date of such designation. Such designation will only be permitted if such Restricted Payment would be permitted at such time and if such Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. Prior to making any Restricted Payment or Restricted Investment, the Company will deliver to the Trustee an Officers' Certificate (Adated the date of such proposed payment or investment) the Working Capital Notes Discharge Date has occurred, stating (Bi) that such proposed payment or investment will be in compliance with this Section 4.05 and (ii) no Default or Event of Default is continuing under this Indenture has occurred or would arise from will occur as a result of such Restricted Payment,proposed payment or investment.