Common use of Amendments; Payments and Prepayments of Subordinated Indebtedness Clause in Contracts

Amendments; Payments and Prepayments of Subordinated Indebtedness. (a) Amend or modify (or permit the modification or amendment of) any of the terms or provisions of any Subordinated Indebtedness in any manner adverse in any material respect to the rights and interests of the Lenders, or cancel or forgive, make any voluntary or optional payment or prepayment on, or redeem or acquire for value (including, without limitation, by way of depositing with any trustee with respect thereto money or securities before due for the purpose of paying when due) any Subordinated Indebtedness, other than as permitted by Section 10.6. (b) Make any voluntary or optional prepayment on, or redeem or acquire for value (including, without limitation, by way of depositing with any trustee with respect thereto money or securities before due for the purpose of paying when due) any Restricted Indebtedness; provided that, so long as no Default or Event of Default shall have occurred and be continuing at the time of or after giving effect to such transactions: (i) the Borrower or any Subsidiary thereof may make any such prepayment of Restricted Indebtedness that matures prior to the Revolving Credit Maturity Date; (ii) the Borrower or any Subsidiary thereof may make any such prepayment of Indebtedness under any revolving credit facility, revolving line of credit or similar arrangement; (iii) the Borrower or any Subsidiary thereof may make any such prepayment of Restricted Indebtedness with excess cash not required for working capital or for the satisfaction of mandatory payment obligations (provided that (A) neither the Borrower nor any Subsidiary thereof shall incur additional Indebtedness (including under this Agreement) to make any such voluntary or optional prepayment of such Restricted Indebtedness and (B) there shall be no outstanding Extensions of Credit under this Agreement (other than L/C Obligations then outstanding in an aggregate amount not to exceed $100,000,000) at the time of such prepayment); and (iv) the Borrower or any Subsidiary thereof may make any such prepayment of Restricted Indebtedness with the proceeds of Indebtedness incurred to refinance such Restricted Indebtedness (“Refinancing Indebtedness”) so long as such Refinancing Indebtedness (A) either (1) matures after the Revolving Credit Maturity Date or (2) has a weighted average life to maturity not less than that of the Indebtedness being refinanced and (B) contains terms and conditions in respect of mandatory prepayment or redemption events and events of default and priority ranking which are not less favorable to the Lenders than the Indebtedness being refinanced.

Amendments; Payments and Prepayments of Subordinated Indebtedness. (a) Amend or modify (or permit the modification or amendment of) any of the terms or provisions of any Subordinated Indebtedness in (including, without limitation, the Senior Subordinated Notes), including, without limitation, any manner adverse in amendment or modification to (i) increase the maximum principal amount of the Senior Subordinated Notes or any material other obligations thereunder or increase the interest rate applicable thereto, (ii) change any date upon which payments of principal or interest on any Senior Subordinated Note or other obligations thereunder are due to an earlier date, (iii) add or make more restrictive any event of default or any covenant with respect to the Senior Subordinated Notes or any other obligations thereunder (other than proportional amendments to the covenants thereunder corresponding to and made in connection with an amendment to the covenants set forth herein), (iv) change any redemption or prepayment provision of the Senior Subordinated Notes or any other payment obligations thereunder to an earlier date or add any additional events requiring such redemption, payment or prepayment, (v) alter the subordination provisions with respect to the Bridge Loan Obligations or other Subordinated Obligations (each as defined in the Bridge Loan Agreement) or the Loan Obligations or other Subordinated Obligations (each as defined in the Investment Agreement Senior Subordinated), including, without limitation, subordinating any such obligation to any Indebtedness other than the Obligations, (vi) grant or suffer any holder of Senior Subordinated Notes to acquire any Lien or security interest in any assets of Holdings, the Borrower or any of their respective Subsidiaries or any other assets securing the Obligations, (vii) change or amend any other term of the Senior Subordinated Notes or any other obligations thereunder if such change or amendment would result in a default or event of default under this Agreement or the other Loan Documents, (viii) extend the maturity date of the Senior Subordinated Bridge Notes to be later than the first anniversary of the Closing Date; PROVIDED, that if prior to such first anniversary, Holdings has filed a registration statement on Form S-1 (or successor form) with the SEC with respect to an IPO and such registration statement has not been withdrawn prior to such first anniversary, such maturity date may be extended until the earlier of (A) February 28, 2004 or (B) the date of withdrawal of such registration statement or (ix) any other term or provision of the Senior Subordinated Notes, which amendment or modification would in any way materially adversely affect the rights and or interests of the LendersAdministrative Agent and Lenders hereunder. (b) Cancel, or cancel or forgive, make any voluntary or optional payment or prepayment on, or redeem or acquire for value (including, without limitation, (i) by way of depositing with any trustee with respect thereto money or securities before due for the purpose of paying when duedue and (ii) at the maturity thereof) any Subordinated Indebtedness, other than as permitted by Section 10.6. (b) Make any voluntary or optional prepayment on, or redeem or acquire for value (including, without limitation, by way of depositing with any trustee with respect thereto money or securities before due for the purpose of paying when due) any Restricted Indebtedness; provided that, so long as no Default or Event of Default shall have occurred and be continuing at the time of or after giving effect to such transactions: (i) the Borrower or any Subsidiary thereof may make any such prepayment of Restricted Indebtedness that matures prior to the Revolving Credit Maturity Date; (ii) the Borrower or any Subsidiary thereof may make any such prepayment of Indebtedness under any revolving credit facility, revolving line of credit or similar arrangement; (iii) the Borrower or any Subsidiary thereof may make any such prepayment of Restricted Indebtedness with excess cash not required for working capital or for the satisfaction of mandatory payment obligations (provided that (A) neither the Borrower nor any Subsidiary thereof shall incur additional Indebtedness (including under this Agreement) to make any such voluntary or optional prepayment of such Restricted Indebtedness and the Senior Subordinated Notes pursuant to SECTION 2.06(e)(vii), (B) there refinancing of the Senior Subordinated Notes pursuant to SECTION 8.03(b), and (C) regularly scheduled payments of accrued interest on the Senior Subordinated Notes, to the extent such payments are permitted under the applicable subordination provisions set forth in the Subordinated Note Agreement (PROVIDED that, with respect to this clause (C), accrued interest payments that may be paid in cash, paid in kind or capitalized, in each case at the option of the Borrower, shall be no outstanding Extensions deemed to be regularly scheduled payments of Credit under this Agreement (other than L/C Obligations then outstanding in an aggregate amount not to exceed $100,000,000) at the time of such prepaymentaccrued interest); and (iv) the Borrower or any Subsidiary thereof may make any such prepayment of Restricted Indebtedness with the proceeds of Indebtedness incurred to refinance such Restricted Indebtedness (“Refinancing Indebtedness”) so long as such Refinancing Indebtedness (A) either (1) matures after the Revolving Credit Maturity Date or (2) has a weighted average life to maturity not less than that of the Indebtedness being refinanced and (B) contains terms and conditions in respect of mandatory prepayment or redemption events and events of default and priority ranking which are not less favorable to the Lenders than the Indebtedness being refinanced.

Amendments; Payments and Prepayments of Subordinated Indebtedness. (a) Amend or modify (or permit the modification or amendment of) any of the terms or provisions of any Subordinated Indebtedness in any manner adverse in any material respect to the rights and interests of the Lenders, or cancel or forgive, make any voluntary or optional payment or prepayment on, or redeem or acquire for value (including, without limitation, by way of depositing with any trustee with respect thereto money or securities before due for the purpose of paying when due) any Subordinated Indebtedness, Indebtedness (other than as permitted by Section repurchases of the May 2007 Notes pursuant to Sections 10.3 and 10.6). (b) Make any voluntary or optional prepayment on, or redeem or acquire for value (including, without limitation, by way of depositing with any trustee with respect thereto money or securities before due for the purpose of paying when due) any Restricted IndebtednessIndebtedness (other than the May 2007 Notes to the extent a repurchase of the May 2007 Notes would be permitted under Section 10.6(d)); provided that, so long as no Default or Event of Default shall have occurred and be continuing at the time of or after giving effect to such transactions: (i) the US Borrower or any Subsidiary thereof may make any such prepayment of Restricted Indebtedness that matures prior to the Revolving Credit Maturity DateMarch 1, 2008; (ii) the US Borrower or any Subsidiary thereof may make any such prepayment of Indebtedness under any revolving credit facility, revolving line of credit or similar arrangement; (iii) the US Borrower or any Subsidiary thereof may make any such prepayment of Restricted Indebtedness with excess cash not required for working capital or for the satisfaction of mandatory payment obligations (provided that (A) neither the US Borrower nor any Subsidiary thereof shall incur additional Indebtedness (including under this Agreement) to make any such voluntary or optional prepayment of such Restricted Indebtedness and (B) there shall be no outstanding Extensions of Credit under this Agreement (other than L/C Obligations then outstanding in an aggregate amount not to exceed $100,000,000) at the time of such prepayment); and (iv) the US Borrower or any Subsidiary thereof may make any such prepayment of Restricted Indebtedness with the proceeds of Indebtedness incurred to refinance such Restricted Indebtedness (“"Refinancing Indebtedness”") so long as such Refinancing Indebtedness (A) either (1) matures after the Revolving Credit Maturity Date March 1, 2008 or (2) has a weighted average life to maturity not less than that of the Indebtedness being refinanced and (B) contains terms and conditions in respect of mandatory prepayment or redemption events and events of default and priority ranking which are not less favorable to the Lenders than the Indebtedness being refinanced.

Amendments; Payments and Prepayments of Subordinated Indebtedness. (a) Amend or modify (or permit the modification or amendment of) any of the terms or provisions of any documents or agreements evidencing (i) the Senior Subordinated Indebtedness in any manner adverse in any material respect to the rights and interests of the Lenders, or cancel or forgive, make any voluntary or optional payment or prepayment on, or redeem or acquire for value Debt (including, without limitation, by way the Senior Subordinated Debt Documents) which such amendment or modification would have the effect of depositing with (A) increasing the maximum principal amount of the Senior Subordinated Debt or the rate of interest on any trustee of the Senior Subordinated Debt, (B) change any date upon which payments of principal or interest on the Senior Subordinated Debt is due to an earlier date, (C) add or make more restrictive any event of default or any covenant with respect thereto money or securities before due for to the purpose of paying when due) any Senior Subordinated Indebtedness, Debt other than as permitted by Section 10.6. provided in this Agreement or as currently provided in the Senior Subordinated Debt Documents, (bD) Make change any voluntary redemption or optional prepayment onprovisions of the Senior Subordinated Debt to an earlier date or add any additional events requiring such redemption or prepayment, or redeem or acquire for value (E) alter the subordination provision with respect to the Senior Subordinated Debt, including, without limitation, by way subordinating the Senior Subordinated Debt to any other Indebtedness, (F) take any Liens or security interest in assets of depositing with any trustee with respect thereto money Loan Party or securities before due for any other assets securing the purpose Obligations, (G) change or amend any other term of paying when duethe Senior Subordinated Debt Documents if such change or amendment would result in a Default or Event of Default or (H) permit the exercise of the put rights of holder under Section 3.2 of the Investor Rights Agreement dated as of June 15, 2001 between the Borrower and Allied Capital Corporation prior to the fifth anniversary of the date thereof, in each case, without the consent of the Administrative Agent and the Required Lenders, or (ii) any Restricted other Subordinated Indebtedness in any manner which would result in any such terms or provisions being more restrictive to the Borrower or any Subsidiary, as determined by the Administrative Agent in its reasonable judgment other than as provided in this Agreement or as currently provided in the Senior Subordinated Debt Documents; or (b) Purchase, redeem, retire or otherwise acquire for value, or set apart any money for a sinking, defeasance or other analogous fund for, the purchase, redemption, retirement or other acquisition of, or make any voluntary payment or prepayment of the principal of or interest on, or any other amount owing in respect of any Subordinated Indebtedness, except for (i) regularly scheduled payments of interest in respect thereof required pursuant to the instruments evidencing such Subordinated Indebtedness, (ii) prepayments, redemption or acquisition for value of the Senior Subordinated Debt permitted pursuant to Section 2.06(e) and (iii) other prepayments, redemption or acquisition for value of the Senior Subordinated Debt; provided that, so long as for purposes of clause (iii), both before and after giving effect to such prepayment, redemption or acquisition for value (A) no Default or Event of Default shall have has occurred and be continuing at the time of or after giving effect to such transactions: (i) the Borrower or any Subsidiary thereof may make any such prepayment of Restricted Indebtedness that matures prior to the Revolving Credit Maturity Date; (ii) the Borrower or any Subsidiary thereof may make any such prepayment of Indebtedness under any revolving credit facilityis continuing, revolving line of credit or similar arrangement; (iii) the Borrower or any Subsidiary thereof may make any such prepayment of Restricted Indebtedness with excess cash not required for working capital or for the satisfaction of mandatory payment obligations (provided that (A) neither the Borrower nor any Subsidiary thereof shall incur additional Indebtedness (including under this Agreement) to make any such voluntary or optional prepayment of such Restricted Indebtedness and (B) there shall be no outstanding Extensions of Credit under this Agreement (other than L/C Obligations then outstanding in an aggregate amount not to exceed $100,000,000) at the time of such prepayment); and (iv) the Borrower or any Subsidiary thereof may make any such prepayment of Restricted Indebtedness shall have demonstrated pro forma compliance with the proceeds of Indebtedness incurred to refinance such Restricted Indebtedness (“Refinancing Indebtedness”) so long as such Refinancing Indebtedness (A) either (1) matures after financial covenants set forth in Section 8.15 and with the Revolving Credit Maturity Date or (2) has a weighted average life to maturity not less than that of the Indebtedness being refinanced and (B) contains terms and conditions in respect of mandatory prepayment or redemption events and events of default and priority ranking which are not less favorable to the Lenders than the Indebtedness being refinancedBorrowing Base.