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These excerpts taken from the WNR 8-K filed Jul 1, 2008. 7.06 Restricted
Payments. Declare or make, directly or indirectly, any
Restricted Payment, or incur any obligation (contingent or otherwise) to do so,
except that:
(a) so
long as no Default shall have occurred and be continuing at the time of any
action described below or would result therefrom:
(i) each
Subsidiary may make Restricted Payments to the Borrower, the Guarantors and any
other Person that owns Equity Interests in such Subsidiary, ratably according to
their respective holdings of the type of Equity Interest in respect of which
such Restricted Payment is being made;
(ii) the
Borrower and each Subsidiary may declare and make dividend payments or other
distributions payable solely in the common stock or other common Equity
Interests of such Person; and
(iii) the
Borrower and each Subsidiary may purchase, redeem or otherwise acquire Equity
Interests issued by it with the proceeds received from the substantially
concurrent issue of new shares of its common stock or other common Equity
Interests; and
(b) the
Borrower may declare and pay cash dividends to its common stockholders after
December 31, 2009, provided that (i) a pro forma
Compliance Certificate required by Section 6.02(b) has
been furnished to the Administrative Agent for the fiscal period then ended
demonstrating compliance with the financial covenants set forth therein both
prior and subsequent to the payment of such dividends and (ii) the aggregate
amount paid during any fiscal year does not exceed the maximum dollar amount
calculated as follows: the maximum dollar amount for fiscal year 2010 shall be
$20,000,000 and the
maximum dollar amount for each succeeding fiscal year shall be calculated by
adding $5,000,000 to the maximum amount in effect for the prior fiscal year; and
provided
further that (A) no Default exists at the time such dividends are
declared or paid or would result from the payment thereof or (B) if such
dividends are paid within 75 days of declaration thereof, no Default exists
at the date of such declaration; and
FIRST
AMENDMENT TO TERM LOAN CREDIT AGREEMENT
Page
11
(c) the
Borrower may declare and pay cash dividends to its preferred stockholders with
respect to preferred stock issued after the First Amendment Closing Date, provided that (i) a
pro forma Compliance Certificate required by Section 6.02(b) has
been furnished to the Administrative Agent demonstrating compliance with the
financial covenants set forth therein both prior and subsequent to the payment
of such dividends and (ii) no Default exists at the time such dividends are
declared or paid or would result from the payment thereof.
(s) Section
7.09 is hereby amended to
be restated in its entirety to read as follows:
Restricted
Payments. Declare or make, directly or indirectly, any
Restricted Payment, or incur any obligation (contingent or otherwise) to do so,
except that:
(a) so
long as no Default shall have occurred and be continuing at the time of any
action described below or would result therefrom:
(i) each
Subsidiary may make Restricted Payments to the Borrower, the Guarantors and any
other Person that owns Equity Interests in such Subsidiary, ratably according to
their respective holdings of the type of Equity Interest in respect of which
such Restricted Payment is being made;
(ii) the
Borrower and each Subsidiary may declare and make dividend payments or other
distributions payable solely in the common stock or other common Equity
Interests of such Person; and
(iii) the
Borrower and each Subsidiary may purchase, redeem or otherwise acquire Equity
Interests issued by it with the proceeds received from the substantially
concurrent issue of new shares of its common stock or other common Equity
Interests; and
(b) the
Borrower may declare and pay cash dividends to its common stockholders after
December 31, 2009, provided that (i) a pro forma
Compliance Certificate required by Section 6.02(b) has
been furnished to the Administrative Agent for the fiscal period then ended
demonstrating compliance with the financial covenants set forth therein both
prior and subsequent to the payment of such dividends and (ii) the aggregate
amount paid during any fiscal year does not exceed the maximum dollar amount
calculated as follows: the maximum dollar amount
FIRST
AMENDMENT TO REVOLVING CREDIT AGREEMENT
Page
10
for fiscal
year 2010 shall be $20,000,000 and the maximum dollar
amount for each succeeding fiscal year shall be calculated by adding $5,000,000
to the maximum amount in effect for the prior fiscal year; and provided further that
(A) no Default exists at the time such dividends are declared or paid or would
result from the payment thereof or (B) if such dividends are paid within
75 days of declaration thereof, no Default exists at the date of such
declaration; and
(c) the
Borrower may declare and pay cash dividends to its preferred stockholders with
respect to preferred stock issued after the First Amendment Closing Date, provided that (i) a
pro forma Compliance Certificate required by Section 6.02(b) has
been furnished to the Administrative Agent demonstrating compliance with the
financial covenants set forth therein both prior and subsequent to the payment
of such dividends and (ii) no Default exists at the time such dividends are
declared or paid or would result from the payment thereof.
(s) Section
7.09 is hereby amended to
be restated in its entirety to read as follows:
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