Supercuts 2012 Annual Report Download - page 157
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Material Debt Agreement” and (ii) adding a new sentence to the end thereof that reads as follows:
“For purposes of the foregoing, “ Material Debt Agreement ” means any agreement (or group of related agreements) under which
the Company and/or any Subsidiary at any time incurs (directly, by assumption, by operation of law or otherwise) or has the right to
incur (pursuant to committed financing) Indebtedness in excess of $50,000,000; provided that any such agreement (or group of related
agreements) shall cease to be a Material Debt Agreement if the total amount of Indebtedness and unfunded commitments thereunder is
permanently reduced to $30,000,000 or less.”
1.7. Paragraph 6F of the Shelf Agreement is hereby amended and restated in its entirety to read as follows:
“6F. Restricted Payments. The Company shall not, and shall not permit any Subsidiary to, (i) declare or pay any
dividend or make any other distribution (whether in cash, securities or other property) on any of its stock or other equity interests or
any warrants, options or other rights with respect thereto (any of the foregoing, “ Equity Interests ”) or (ii) purchase, redeem or
otherwise acquire for value any of its Equity Interests (any such declaration, payment, distribution, purchase, redemption or other
acquisition, a “ Restricted Payment ”); provided that:
(i) any Subsidiary may declare and pay dividends, and make other distributions, to the Company or any other
Subsidiary;
(ii) the Company may declare and pay stock dividends; and
(iii) so long as no Default or Event of Default exists, the Company and its Subsidiaries may make other
Restricted Payments; provided that if the Leverage Ratio as of the last day of the most recently ended fiscal quarter was
greater than:
(1) 2.25 to 1.0 but equal to or less than 2.50 to 1.0, then neither the Company nor any Subsidiary will
make any Restricted Payment pursuant to this clause (iii) if, after giving effect thereto, the aggregate amount of all
such Restricted Payments made during the 12-month period ending on the date of such Restricted Payment would
exceed $35,000,000; or
(2) 2.50 to 1.0, then neither the Company nor any Subsidiary will make any Restricted Payment
pursuant to this clause (iii) if, after giving effect thereto, the aggregate amount of all such Restricted Payments made
during the 12-month period ending on the date of such Restricted Payment would exceed $25,000,000.”
1.8. Paragraph 8G of the Shelf Agreement is amended by adding the following to the end of the third sentence thereof:
3