WNR » Topics » Restricted Payments

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
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(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
 
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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:
 

EXCERPTS ON THIS PAGE:

8-K (2 sections)
Jul 1, 2008

"Restricted Payments" elsewhere:

PDC ENERGY, INC. (PETD)
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