Common use of Changes Relating to Subordinated Debt; Material Contracts Clause in Contracts

Changes Relating to Subordinated Debt; Material Contracts. (a) No Credit Party shall change or amend the terms of any Subordinated Debt (or any indenture, note, guarantee, agreement or other Subordinated Debt Document in connection therewith) if the effect of such amendment is to: (i) increase the interest rate on such Subordinated Debt (or on any Deferred Interest thereon) or change the manner of payment thereof (including changes from cash interest to payment-in-kind interest); (ii) change the dates upon which payments of principal, interest or other amounts are due on such Subordinated Debt other than to extend such dates; (iii) change any default or event of default other than to delete or make less restrictive any default provision therein, or add any covenant with respect to such Subordinated Debt; (iv) change the redemption or prepayment provisions of such Subordinated Debt other than to extend the dates therefor or to reduce the premiums payable in connection therewith; (v) grant any security or collateral to secure payment of such Subordinated Debt or provide any additional guaranty with respect to such Subordinated Debt (other than, with respect to a new Subsidiary (or Mid-Missouri Telephone) that becomes a Subsidiary Guarantor, a subordinated guaranty by such new Subsidiary or Mid-Missouri Telephone issued after such new Subsidiary or Mid-Missouri Telephone becomes a Subsidiary Guarantor and in the form of the subordinated guaranty issued in connection with the Initial IDS Subordinated Notes Documents); (vi) change the subordination provisions thereof; (vii) change the interest deferral provisions thereof; or (viii) change or amend any other term if such change or amendment would materially increase the obligations of any Credit Party thereunder or confer additional material rights on the holder of such Subordinated Debt in a manner adverse to any Credit Party, Agent or any Lender. (b) No Credit Party shall make any payment on any Indebtedness (other than the Obligations) in contravention of the terms of the subordination provisions with respect to any series or issue of Subordinated Debt or other Indebtedness or any of the other terms of Articles 10 and 12 of the Initial IDS Subordinated Notes Indenture or any Subsequent IDS Subordinated Notes Indenture (or the comparable provisions of any Additional Subordinated Debt Documents), including, without limitation, terms which prohibit payments (other than payments of Obligations) (i) during the continuance of a default, or (ii) if specified Indebtedness is accelerated, or (iii) if a payment blockage notice is delivered. (c) After the issuance thereof, no Credit Party shall change or amend the terms of any Indebtedness (other than the Obligations) in a manner adverse to any Credit Party, Agent or any Lender. (d) No Credit Party shall change or amend in any manner adverse to the interests of the Lenders the terms of its certificate of formation or organization, operating agreement, certificate of incorporation or other organizational documents (including by-laws) or any agreement entered into by any Credit Party with respect to its Stock, or enter into any new agreement in any manner adverse to the interests of the Lenders with respect to its Stock (it being understood that any amendment to the certificate of incorporation of Borrower to authorize, or increase the authorized shares of, any class of common stock (other than Disqualified Stock) of Borrower would not be prohibited). (e) No Credit Party shall change or amend the terms of the following material contract: the M&A Software License.

Changes Relating to Subordinated Debt; Material Contracts. (a) No Credit Party shall change or amend the terms of any Subordinated Debt (or any indenture, note, guarantee, agreement or other Subordinated Debt Document in connection therewith) if the effect of such amendment is to: (i) increase the interest rate on such Subordinated Debt (or on any Deferred Interest thereon) or change the manner of payment thereof (including changes from cash interest to payment-in-kind interest); (ii) change the dates upon which payments of principal, interest or other amounts are due on such Subordinated Debt other than to extend such dates; (iii) change any default or event of default other than to delete or make less restrictive any default provision therein, or add any covenant with respect to such Subordinated Debt; (iv) change the redemption or prepayment provisions of such Subordinated Debt other than to extend the dates therefor or to reduce the premiums payable in connection therewith; (v) grant any security or collateral to secure payment of such Subordinated Debt or provide any additional guaranty with respect to such Subordinated Debt (other than, with respect to a new Subsidiary (or Mid-Missouri Telephonea PUC Restricted Subsidiary) that becomes a Subsidiary Guarantor, a subordinated guaranty by such new Subsidiary or Mid-Missouri Telephone PUC Restricted Subsidiary issued after such new Subsidiary or Mid-Missouri Telephone PUC Restricted Subsidiary becomes a Subsidiary Guarantor and in the form of the subordinated guaranty issued in connection with the Initial IDS Subordinated Notes Documents); (vi) change the subordination provisions thereof; (vii) change the interest deferral provisions thereof; or (viii) change or amend any other term if such change or amendment would materially increase the obligations of any Credit Party thereunder or confer additional material rights on the holder of such Subordinated Debt in a manner adverse to any Credit Party, Agent or any Lender. (b) No Credit Party shall make any payment on any Indebtedness (other than the Obligations) in contravention of the terms of the subordination provisions with respect to any series or issue of Subordinated Debt or other Indebtedness or any of the other terms of Articles 10 and 12 of the Initial IDS Subordinated Notes Indenture or any Subsequent IDS Subordinated Notes Indenture (or the comparable provisions of any Additional Subordinated Debt Documents), including, without limitation, terms which prohibit payments (other than payments of Obligations) (i) during the continuance of a default, or (ii) if specified Indebtedness is accelerated, or (iii) if a payment blockage notice is delivered. (c) After the issuance thereof, no Credit Party shall change or amend the terms of any Indebtedness (other than the Obligations) in a manner adverse to any Credit Party, Agent or any Lender. (d) No Credit Party shall change or amend in any manner adverse to the interests of the Lenders the terms of its certificate of formation or organization, operating agreement, certificate of incorporation or other organizational documents (including by-laws) or any agreement entered into by any Credit Party with respect to its Stock, or enter into any new agreement in any manner adverse to the interests of the Lenders with respect to its Stock (it being understood that any amendment to the certificate of incorporation of Borrower to authorize, or increase the authorized shares of, any class of common stock (other than Disqualified Stock) of Borrower would not be prohibited). (e) No Credit Party shall change or amend the terms of the following material contractcontract in a manner that would cause a Material Adverse Effect: the M&A Software License.

Changes Relating to Subordinated Debt; Material Contracts. (a) No Credit Party shall, or shall permit any Subsidiary of any Credit Party to, change or amend the terms of any Subordinated Debt (or any indenture, note, guarantee, indenture or agreement or other Subordinated Debt Document in connection therewith) if the effect of such amendment is to: (i) increase the interest rate on such Subordinated Debt (or on any Deferred Interest thereon) or change the manner of payment thereof (including changes from cash interest to payment-in-kind interest)Debt; (ii) change the dates upon which payments of principal, principal or interest or other amounts are due on such Subordinated Debt other than to extend such dates; (iii) change any default or event of default other than to delete or make less restrictive any default provision therein, or add any covenant with respect to such Subordinated Debt; (iv) change the redemption or prepayment provisions of such Subordinated Debt other than to extend the dates therefor or to reduce the premiums payable in connection therewith; (v) grant any security or collateral to secure payment of such Subordinated Debt or provide any additional guaranty with respect to such Subordinated Debt (other than, with respect to a new Subsidiary (or Mid-Missouri Telephone) that becomes a Subsidiary Guarantor, a subordinated guaranty by such new Subsidiary or Mid-Missouri Telephone issued after such new Subsidiary or Mid-Missouri Telephone becomes a Subsidiary Guarantor and in the form of the subordinated guaranty issued in connection with the Initial IDS Subordinated Notes Documents)Debt; (vi) change or amend any subordination terms with respect thereto, including, without limitation, with respect to the subordination provisions thereof; (vii) change the interest deferral provisions New Subordinated Debt Indenture, Article 10 and Section 11.02 thereof; or (viiivii) change or amend any other term if such change or amendment would materially increase the obligations of any the Credit Party or any such Subsidiary thereunder or confer additional material rights on the holder of such Subordinated Debt in a manner adverse to any Credit Party, Agent or any Lender. (b) No Credit Party shall make any payment on any Indebtedness (other than . Notwithstanding the Obligations) in contravention of the terms of the subordination provisions with respect to any series or issue of Subordinated Debt or other Indebtedness or any of the other terms of Articles 10 and 12 of the Initial IDS Subordinated Notes Indenture or any Subsequent IDS Subordinated Notes Indenture (or the comparable provisions of any Additional Subordinated Debt Documents), including, without limitation, terms which prohibit payments (other than payments of Obligations) (i) during the continuance of a default, or (ii) if specified Indebtedness is accelerated, or (iii) if a payment blockage notice is delivered. (c) After the issuance thereofforegoing, no Credit Party shall, or shall permit any Subsidiary of any Credit Party to, (A) change or amend the terms of any Indebtedness (other than the Obligations) in a manner adverse to any Credit Party, Agent or any Lender. (d) No Credit Party shall change or amend in any manner adverse to the interests of the Lenders the terms of its certificate of formation or organization, operating agreement, certificate of incorporation or other organizational documents (including by-laws) or any agreement entered into by any Credit Party with respect to its Stock, or enter into any new agreement in any manner adverse to the interests of the Lenders with respect to its Stock (it being understood that any amendment to the certificate of incorporation of Borrower to authorize, or increase the authorized shares of, any class of common stock (other than Disqualified Stock) of Borrower would not be prohibited). (e) No Credit Party shall change or amend the terms of the following material contract: Existing Senior Notes Documents, the M&A Software LicenseExisting Subordinated Notes Documents or the Lxxxxx Convertible Debt documents or (B) revoke any notice of redemption delivered pursuant to Section 2.1(b).

Changes Relating to Subordinated Debt; Material Contracts. (a) No Credit Party shall change or amend the terms of any Subordinated Debt (or any indenture, note, guarantee, agreement indenture or other Subordinated Debt Document agreement, instrument or document in connection therewith) ), including, without limitation, any of the Subordinated Notes, if the effect of such amendment is to: (ia) increase the interest rate on such Subordinated Debt (or on any Deferred Interest thereon) or change the manner of payment thereof (including changes from cash interest to payment-in-kind interest)Debt; (iib) change the dates upon which payments of principal, principal or interest or other amounts are due on such Subordinated Debt other than to extend such dates; (iiic) change any default or event of default other than to delete or make less restrictive any default provision therein, or add any covenant with respect to such Subordinated Debt; (ivd) change the redemption or prepayment provisions of such Subordinated Debt other than to extend the dates therefor or to reduce the premiums payable in connection therewith; (ve) grant any security or collateral to secure payment of such Subordinated Debt or provide any additional guaranty with respect to such Subordinated Debt (other than, with respect to a new Subsidiary (or Mid-Missouri Telephone) that becomes a Subsidiary Guarantor, a subordinated guaranty by such new Subsidiary or Mid-Missouri Telephone issued after such new Subsidiary or Mid-Missouri Telephone becomes a Subsidiary Guarantor and in the form of the subordinated guaranty issued in connection with the Initial IDS Subordinated Notes Documents); (vi) change the subordination provisions thereof; (vii) change the interest deferral provisions thereofDebt; or (viiif) change or amend any other term if such change or amendment would materially increase the obligations of any the Credit Party thereunder or confer additional material rights on the holder of such Subordinated Debt in a manner adverse to any Credit Party, Agent or any Lender; provided, however, that, notwithstanding the foregoing, following the Closing Date WESCO Distribution or Holdings may issue up to an additional $100,000,000 in principal amount of unsecured Indebtedness, provided, that such issuance is in compliance with the terms of Section 6.3(a)(xvi), Section 1.3(b) and the other provisions of this Agreement. (b) No Credit Party shall make any payment on any Indebtedness (other than the Obligations) in contravention of the terms of the subordination provisions with respect to any series or issue of Subordinated Debt or other Indebtedness or any of the other terms of Articles 10 and 12 of the Initial IDS Subordinated Notes Indenture or any Subsequent IDS Subordinated Notes Indenture (or the comparable provisions of any Additional Subordinated Debt Documents), including, without limitation, terms which prohibit payments (other than payments of Obligations) (i) during the continuance of a default, or (ii) if specified Indebtedness is accelerated, or (iii) if a payment blockage notice is delivered. (c) After the issuance thereof, no Credit Party shall change or amend the terms of any Indebtedness (other than the Obligations) in a manner adverse to any Credit Party, Agent or any Lender. (d) No Credit Party shall change or amend in any manner adverse to the interests of the Lenders the terms of its certificate of formation or organization, operating agreement, certificate of incorporation or other organizational documents (including by-laws) or any agreement entered into by any Credit Party with respect to its Stock, or enter into any new agreement in any manner adverse to the interests of the Lenders with respect to its Stock (it being understood that any amendment to the certificate of incorporation of Borrower to authorize, or increase the authorized shares of, any class of common stock (other than Disqualified Stock) of Borrower would not be prohibited). (e) No Credit Party shall change or amend the terms of any Swap Agreement or any agreement, instrument or document relating thereto, without the following material contract: prior written consent of Agent other than the M&A Software Licensetermination of any Swap Agreement which hxxxxx interest exposure under the Subordinated Notes in connection with the refinancing of the Subordinated Notes. (c) No Credit Party shall nor shall any Credit Party permit any Subsidiary thereof to change or amend the terms of any of the agreements, instruments or other documents executed in connection with a Permitted Sale-Leaseback in a fashion materially adverse to Borrowers, any other Credit Party or any Subsidiary thereof, any Agent or any Lender without the prior written consent of Agent. (d) No Credit Party shall nor shall any Credit Party permit any Subsidiary thereof to change or amend the terms of the Promissory Note without the prior written consent of Agent.

Changes Relating to Subordinated Debt; Material Contracts. (a) No Credit Party shall change or amend the terms of any Subordinated Debt (or any indenture, note, guarantee, indenture or agreement or other Subordinated Debt Document in connection therewith) if the effect of such amendment is to: (i) increase the interest rate on on, or fees in respect of, such Subordinated Debt (or on any Deferred Interest thereon) or change the manner of payment thereof (including changes from cash interest to payment-in-kind interest)Debt; (ii) change the dates upon which payments of principal, principal or interest or other amounts are due on such Subordinated Debt other than to extend such dates; (iii) change any covenant, default or event of default other than to delete or make less restrictive any covenant, default or event of default provision therein, or add any covenant covenant, default or event of default with respect to such Subordinated Debt; (iv) change the redemption or prepayment provisions of such Subordinated Debt other than to extend the dates therefor or to reduce the premiums payable in connection therewith; (v) grant any security or collateral to secure payment of such Subordinated Debt or provide any additional guaranty with respect to such Subordinated Debt (other than, with respect to a new Subsidiary (or Mid-Missouri Telephone) that becomes a Subsidiary Guarantor, a subordinated guaranty by such new Subsidiary or Mid-Missouri Telephone issued after such new Subsidiary or Mid-Missouri Telephone becomes a Subsidiary Guarantor and in the form of the subordinated guaranty issued in connection with the Initial IDS Subordinated Notes Documents)Debt; (vi) change the any subordination or intercreditor provisions thereofof such Subordinated Debt; (vii) change the interest deferral any provisions thereofproviding that payments of interest, principal or other obligations in respect of such Subordinated Debt may not be made in cash or must be paid in a form other than cash; or (viii) change or amend any other term if such change or amendment would materially increase the obligations of any the Credit Party thereunder or confer additional material rights on the holder of such Subordinated Debt in a manner adverse to any Credit Party, Agent Lender, except, in each case, as otherwise expressly provided in the Subordination Agreement to which such Subordinated Debt is subject. Credit Parties Other than Borrowers. From and after the Closing Date, none of the Credit Parties other than Borrowers shall engage in any trade or business, or own any Lender. assets (bother than Stock of their Subsidiaries) No Credit Party shall make or incur any payment on any Indebtedness or Guaranteed Indebtedness (other than the Obligations) ), except that Asta Funding may acquire tangible assets in contravention its own name for use and operation by its Subsidiaries, and may acquire Portfolios in its own name for purposes of the terms of the subordination provisions with respect promptly transferring and assigning such Portfolios to any series or issue of Subordinated Debt a Borrower or other Indebtedness Credit Party and each Guarantor joined to this Agreement may continue to engage in the trade or business in which it was so engaged (and own assets related thereto) at the time of such joinder. Notwithstanding the foregoing, nothing herein shall limit any Credit Party from engaging in activities incidental to (a) the maintenance of its corporate existence in compliance with applicable law, and (b) legal, tax and accounting matters in connection with any of the other terms of Articles 10 and 12 of the Initial IDS Subordinated Notes Indenture or any Subsequent IDS Subordinated Notes Indenture (or the comparable provisions of any Additional Subordinated Debt Documents), including, without limitation, terms which prohibit payments (other than payments of Obligations) (i) during the continuance of a default, or (ii) if specified Indebtedness is accelerated, or (iii) if a payment blockage notice is deliveredforegoing activities. (c) After the issuance thereof, no Credit Party shall change or amend the terms of any Indebtedness (other than the Obligations) in a manner adverse to any Credit Party, Agent or any Lender. (d) No Credit Party shall change or amend in any manner adverse to the interests of the Lenders the terms of its certificate of formation or organization, operating agreement, certificate of incorporation or other organizational documents (including by-laws) or any agreement entered into by any Credit Party with respect to its Stock, or enter into any new agreement in any manner adverse to the interests of the Lenders with respect to its Stock (it being understood that any amendment to the certificate of incorporation of Borrower to authorize, or increase the authorized shares of, any class of common stock (other than Disqualified Stock) of Borrower would not be prohibited). (e) No Credit Party shall change or amend the terms of the following material contract: the M&A Software License.

Changes Relating to Subordinated Debt; Material Contracts. (a) No Credit Party shall change or amend the terms of any Subordinated Debt (or any indenture, note, guarantee, agreement or other Subordinated Debt Document in connection therewith) if the effect of such amendment is to: (i) increase the interest rate on such Subordinated Debt (or on any Deferred Interest thereon) or change the manner of payment thereof (including changes from cash interest to payment-in-kind interest); (ii) change the dates upon which payments of principal, interest or other amounts are due on such Subordinated Debt other than to extend such dates; (iii) change any default or event of default other than to delete or make less restrictive any default provision therein, or add any covenant with respect to such Subordinated Debt; (iv) change the redemption or prepayment provisions of such Subordinated Debt other than to extend the dates therefor or to reduce the premiums payable in connection therewith; (v) grant any security or collateral to secure payment of such Subordinated Debt or provide any additional guaranty with respect to such Subordinated Debt (other than, with respect to a new Subsidiary (or Mid-Missouri Telephone) that becomes is a Subsidiary Guarantor, a subordinated guaranty by such new Subsidiary or Mid-Missouri Telephone issued after such new Subsidiary or Mid-Missouri Telephone becomes a Subsidiary Guarantor and in the form of the subordinated guaranty issued in connection with the Initial IDS Subordinated Notes Documents); (vi) change the subordination provisions thereof; (vii) change the interest deferral provisions thereof; or (viii) change or amend any other term if such change or amendment would materially increase the obligations of any Credit Party thereunder or confer additional material rights on the holder of such Subordinated Debt in a manner adverse to any Credit Party, Agent or any Lender. (b) No Credit Party shall make any payment on any Indebtedness (other than the Obligations) in contravention of the terms of the subordination provisions with respect to any series or issue of Subordinated Debt or other Indebtedness or any of the other terms of Articles 10 and 12 of the Initial IDS Subordinated Notes Indenture or any Subsequent IDS Subordinated Notes Indenture (or the comparable provisions of any Additional Subordinated Debt Documents), including, without limitation, terms which prohibit payments (other than payments of Obligations) (i) during the continuance of a default, or (ii) if specified Indebtedness is accelerated, or (iii) if a payment blockage notice is delivered. (c) After the issuance thereof, no Credit Party shall change or amend the terms of any Indebtedness (other than the Obligations) in a manner adverse to any Credit Party, Agent or any Lender. (d) No Credit Party shall change or amend in any manner adverse to the interests of the Lenders the terms of its certificate of formation or organization, operating agreement, certificate of incorporation or other organizational documents (including by-laws) or any agreement entered into by any Credit Party with respect to its Stock, or enter into any new agreement in any manner adverse to the interests of the Lenders with respect to its Stock (it being understood that any amendment to the certificate of incorporation of Borrower to authorize, or increase the authorized shares of, any class of common stock (other than Disqualified Stock) of Borrower would not be prohibited). (e) No Credit Party shall change or amend the terms of any of the following material contractcontracts: the M&A Software LicenseLicense and .

Changes Relating to Subordinated Debt; Material Contracts. (a) No Credit Party shall, or shall permit any Subsidiary of any Credit Party to, change or amend the terms of any Subordinated Debt (or any indenture, note, guarantee, indenture or agreement or other Subordinated Debt Document in connection therewith) if the effect of such amendment is to: (i) increase the interest rate on such Subordinated Debt (or on any Deferred Interest thereon) or change the manner of payment thereof (including changes from cash interest to payment-in-kind interest)Debt; (ii) change the dates upon which payments of principal, principal or interest or other amounts are due on such Subordinated Debt other than to extend such dates; (iii) change any default or event of default other than to delete or make less restrictive any default provision therein, or add any covenant with respect to such Subordinated Debt; (iv) change the redemption or prepayment provisions of such Subordinated Debt other than to extend the dates therefor or to reduce the premiums payable in connection therewith; (v) grant any security or collateral to secure payment of such Subordinated Debt or provide any additional guaranty with respect to such Subordinated Debt (other than, with respect to a new Subsidiary (or Mid-Missouri Telephone) that becomes a Subsidiary Guarantor, a subordinated guaranty by such new Subsidiary or Mid-Missouri Telephone issued after such new Subsidiary or Mid-Missouri Telephone becomes a Subsidiary Guarantor and in the form of the subordinated guaranty issued in connection with the Initial IDS Subordinated Notes Documents)Debt; (vi) change or amend any subordination terms with respect thereto, including, without limitation, with respect to the subordination provisions thereof; (vii) change the interest deferral provisions Existing Subordinated Notes Indenture, Article 10 and Section 11.02 thereof; or (viiivii) change or amend any other term if such change or amendment would materially increase the obligations of any the Credit Party or any such Subsidiary thereunder or confer additional material rights on the holder of such Subordinated Debt in a manner adverse to any Credit Party, Agent or any Lender. (b) No Credit Party shall make any payment on any Indebtedness (other than the Obligations) in contravention of the terms of the subordination provisions with respect to any series or issue of Subordinated Debt or other Indebtedness or any of the other terms of Articles 10 and 12 of the Initial IDS Subordinated Notes Indenture or any Subsequent IDS Subordinated Notes Indenture (or the comparable provisions of any Additional Subordinated Debt Documents), including, without limitation, terms which prohibit payments (other than payments of Obligations) (i) during the continuance of a default, or (ii) if specified Indebtedness is accelerated, or (iii) if a payment blockage notice is delivered. (c) After the issuance thereof, no Credit Party shall change or amend the terms of the Existing Senior Notes Documents (or any Indebtedness indenture or agreement in connection therewith) if the effect of such amendment is to: (i) increase the interest rate under the Existing Senior Notes; (ii) change the dates upon which payments of principal or interest are due under the Existing Senior Notes other than to extend such dates; (iii) change any default or event of default other than to delete or make less restrictive any default provision therein, or add any covenant with respect to Existing Senior Notes Documents; (iv) change the Obligationsredemption or prepayment provisions under the Existing Senior Notes other than to extend the dates therefor or to reduce the premiums payable in connection therewith; (v) except pursuant to the terms of the Collateral Agency Agreement, grant any security or collateral to secure payment of the Existing Senior Notes; or (vi) change or amend any other term if such change or amendment would materially increase the obligations of the Credit Party thereunder or confer additional material rights on the holder of the Existing Senior Notes in a manner adverse to any Credit Party, Agent, Collateral Agent or any Lender. (d) No Credit Party shall change or amend in any manner adverse to the interests of the Lenders the terms of its certificate of formation or organization, operating agreement, certificate of incorporation or other organizational documents (including by-laws) or any agreement entered into by any Credit Party with respect to its Stock, or enter into any new agreement in any manner adverse to the interests of the Lenders with respect to its Stock (it being understood that any amendment to the certificate of incorporation of Borrower to authorize, or increase the authorized shares of, any class of common stock (other than Disqualified Stock) of Borrower would not be prohibited). (e) No Credit Party shall change or amend the terms of the following material contract: the M&A Software License.

Changes Relating to Subordinated Debt; Material Contracts. (a) No Credit Party shall change or amend the terms of any Subordinated Debt (or any indenture, note, guarantee, agreement indenture or other Subordinated Debt Document agreement, instrument or document in connection therewith) if the effect of such amendment is to: (ia) increase the interest rate on such Subordinated Debt (or on any Deferred Interest thereon) or change the manner of payment thereof (including changes from cash interest to payment-in-kind interest)Debt; (iib) change the dates upon which payments of principal, principal or interest or other amounts are due on such Subordinated Debt other than to extend such dates; (iiic) change any default or event of default other than to delete or make less restrictive any default provision therein, or add any covenant with respect to such Subordinated Debt; (ivd) change the redemption or prepayment provisions of such Subordinated Debt other than to extend the dates therefor or to reduce the premiums payable in connection therewith; (ve) grant any security or collateral to secure payment of such Subordinated Debt or provide any additional guaranty with respect to such Subordinated Debt (other than, with respect to a new Subsidiary (or Mid-Missouri Telephone) that becomes a Subsidiary Guarantor, a subordinated guaranty by such new Subsidiary or Mid-Missouri Telephone issued after such new Subsidiary or Mid-Missouri Telephone becomes a Subsidiary Guarantor and in the form of the subordinated guaranty issued in connection with the Initial IDS Subordinated Notes Documents); (vi) change the subordination provisions thereof; (vii) change the interest deferral provisions thereofDebt; or (viiif) change or amend any other term if such change or amendment would materially increase the obligations of any the Credit Party thereunder or confer additional material rights on the holder of such Subordinated Debt in a manner adverse to any Credit Party, Agent or any Lender; provided, however, that, notwithstanding the foregoing, following the Closing Date WESCO Distribution or Holdings may issue up to an additional $100,000,000 in principal amount of unsecured Indebtedness, provided, that such issuance is in compliance with the terms of Section 6.3(a)(xvi), Section 1.3(b) and the other provisions of this Agreement. (b) No Credit Party shall make any payment on any Indebtedness (other than the Obligations) in contravention of the terms of the subordination provisions with respect to any series or issue of Subordinated Debt or other Indebtedness or any of the other terms of Articles 10 and 12 of the Initial IDS Subordinated Notes Indenture or any Subsequent IDS Subordinated Notes Indenture (or the comparable provisions of any Additional Subordinated Debt Documents), including, without limitation, terms which prohibit payments (other than payments of Obligations) (i) during the continuance of a default, or (ii) if specified Indebtedness is accelerated, or (iii) if a payment blockage notice is delivered. (c) After the issuance thereof, no Credit Party shall change or amend the terms of any Indebtedness (other than the Obligations) in a manner adverse to any Credit Party, Agent or any Lender. (d) No Credit Party shall change or amend in any manner adverse to the interests of the Lenders the terms of its certificate of formation or organization, operating agreement, certificate of incorporation or other organizational documents (including by-laws) or any agreement entered into by any Credit Party with respect to its Stock, or enter into any new agreement in any manner adverse to the interests of the Lenders with respect to its Stock (it being understood that any amendment to the certificate of incorporation of Borrower to authorize, or increase the authorized shares of, any class of common stock (other than Disqualified Stock) of Borrower would not be prohibited). (e) No Credit Party shall change or amend the terms of any Swap Agreement or any agreement, instrument or document relating thereto, without the following material contract: prior written consent of Agent. (c) No Credit Party shall nor shall any Credit Party permit any Subsidiary thereof to change or amend the M&A Software Licenseterms of any of the agreements, instruments or other documents executed in connection with a Permitted Sale-Leaseback in a fashion materially adverse to Borrowers, any other Credit Party or any Subsidiary thereof, any Agent or any Lender without the prior written consent of Agent. (d) No Credit Party shall nor shall any Credit Party permit any Subsidiary thereof to change or amend the terms of the Promissory Note without the prior written consent of Agent.

Changes Relating to Subordinated Debt; Material Contracts. (a) No Credit Party shall change or amend the terms of any Subordinated Debt (or any indenture, note, guarantee, agreement indenture or other Subordinated Debt Document agreement, instrument or document in connection therewith) ), including, without limitation, any of the Subordinated Notes, if the effect of such amendment is to: (ia) increase the interest rate on such Subordinated Debt (or on any Deferred Interest thereon) or change the manner of payment thereof (including changes from cash interest to payment-in-kind interest)Debt; (iib) change the dates upon which payments of principal, principal or interest or other amounts are due on such Subordinated Debt other than to extend such dates; (iiic) change any default or event of default other than to delete or make less restrictive any default provision therein, or add any covenant with respect to such Subordinated Debt; (ivd) change the redemption or prepayment provisions of such Subordinated Debt other than to extend the dates therefor or to reduce the premiums payable in connection therewith; (ve) grant any security or collateral to secure payment of such Subordinated Debt or provide any additional guaranty with respect to such Subordinated Debt (other than, with respect to a new Subsidiary (or Mid-Missouri Telephone) that becomes a Subsidiary Guarantor, a subordinated guaranty by such new Subsidiary or Mid-Missouri Telephone issued after such new Subsidiary or Mid-Missouri Telephone becomes a Subsidiary Guarantor and in the form of the subordinated guaranty issued in connection with the Initial IDS Subordinated Notes Documents); (vi) change the subordination provisions thereof; (vii) change the interest deferral provisions thereofDebt; or (viiif) change or amend any other term if such change or amendment would materially increase the obligations of any the Credit Party thereunder or confer additional material rights on the holder of such Subordinated Debt in a manner adverse to any Credit Party, Agent or any Lender; PROVIDED, HOWEVER, THAT, notwithstanding the foregoing, Borrower may issue up to an additional $100,000,000 in principal amount of Subordinated Notes so long as such issuance is in compliance with the terms of SECTION 6.3, SECTION 1.3(b) and the other provisions of this Agreement. (b) No Credit Party shall make any payment on any Indebtedness (other than the Obligations) in contravention of the terms of the subordination provisions with respect to any series or issue of Subordinated Debt or other Indebtedness or any of the other terms of Articles 10 and 12 of the Initial IDS Subordinated Notes Indenture or any Subsequent IDS Subordinated Notes Indenture (or the comparable provisions of any Additional Subordinated Debt Documents), including, without limitation, terms which prohibit payments (other than payments of Obligations) (i) during the continuance of a default, or (ii) if specified Indebtedness is accelerated, or (iii) if a payment blockage notice is delivered. (c) After the issuance thereof, no Credit Party shall change or amend the terms of any Indebtedness (other than the Obligations) in a manner adverse to any Credit Party, Agent or any Lender. (d) No Credit Party shall change or amend in any manner adverse to the interests of the Lenders the terms of its certificate of formation or organization, operating agreement, certificate of incorporation or other organizational documents (including by-laws) or any agreement entered into by any Credit Party with respect to its Stock, or enter into any new agreement in any manner adverse to the interests of the Lenders with respect to its Stock (it being understood that any amendment to the certificate of incorporation of Borrower to authorize, or increase the authorized shares of, any class of common stock (other than Disqualified Stock) of Borrower would not be prohibited). (e) No Credit Party shall change or amend the terms of any Swap Agreement or any agreement, instrument or document relating thereto, without the following material contract: the M&A Software Licenseprior written consent of Agent.

Changes Relating to Subordinated Debt; Material Contracts. (a) No Credit Party shall change or amend the terms of any Subordinated Debt (or any indenture, note, guarantee, indenture or agreement or other Subordinated Debt Document in connection therewith) if the effect of such amendment is to: (i) increase the interest rate on on, or fees in respect of, such Subordinated Debt (or on any Deferred Interest thereon) or change the manner of payment thereof (including changes from cash interest to payment-in-kind interest)Debt; (ii) change the dates upon which payments of principal, principal or interest or other amounts are due on such Subordinated Debt other than to extend such dates; (iii) change any covenant, default or event of default other than to delete or make less restrictive any covenant, default or event of default provision therein, or add any covenant covenant, default or event of default with respect to such Subordinated Debt; (iv) change the redemption or prepayment provisions of such Subordinated Debt other than to extend the dates therefor or to reduce the premiums payable in connection therewith; (v) grant any security or collateral to secure payment of such Subordinated Debt or provide any additional guaranty with respect to such Subordinated Debt (other than, with respect to a new Subsidiary (or Mid-Missouri Telephone) that becomes a Subsidiary Guarantor, a subordinated guaranty by such new Subsidiary or Mid-Missouri Telephone issued after such new Subsidiary or Mid-Missouri Telephone becomes a Subsidiary Guarantor and in the form of the subordinated guaranty issued in connection with the Initial IDS Subordinated Notes Documents)Debt; (vi) change the any subordination or intercreditor provisions thereofof such Subordinated Debt; (vii) change the interest deferral any provisions thereofproviding that payments of interest, principal or other obligations in respect of such Subordinated Debt may not be made in cash or must be paid in a form other than cash; or (viii) change or amend any other term if such change or amendment would materially increase the obligations of any the Credit Party thereunder or confer additional material rights on the holder of such Subordinated Debt in a manner adverse to any Credit Party, Administrative Agent or any Lender. (b) No Credit Party shall make any payment on any Indebtedness (other than the Obligations) in contravention of the terms of the subordination provisions with respect to any series or issue of Subordinated Debt or other Indebtedness or any of the other terms of Articles 10 and 12 of the Initial IDS Subordinated Notes Indenture or any Subsequent IDS Subordinated Notes Indenture (or the comparable provisions of any Additional Subordinated Debt Documents), including, without limitation, terms which prohibit payments (other than payments of Obligations) (i) during the continuance of a default, or (ii) if specified Indebtedness is accelerated, or (iii) if a payment blockage notice is delivered. (c) After the issuance thereof, no Credit Party shall change or amend the terms of any Indebtedness (other than the Obligations) in a manner adverse to any Credit Party, Agent or any Lender. (d) No Credit Party shall change or amend in any manner adverse to the interests of the Lenders the terms of its certificate of formation or organization, operating agreement, certificate of incorporation or other organizational documents (including by-laws) or any agreement entered into by any Credit Party with respect to its Stock, or enter into any new agreement in any manner adverse to the interests of the Lenders with respect to its Stock (it being understood that any amendment to the certificate of incorporation of Borrower to authorize, or increase the authorized shares of, any class of common stock (other than Disqualified Stock) of Borrower would not be prohibited). (e) No Credit Party shall change or amend the terms of the following material contract: the M&A Software License.