Common use of Limitation on Modifications of Indebtedness Clause in Contracts

Limitation on Modifications of Indebtedness. Cancellation of ------------------------------------------------------------ Indebtedness. Neither Borrower shall nor shall it permit any of its ------------ Subsidiaries (a) to amend, modify or otherwise change (or permit the amendment, modification or other change in any manner of) any of the provisions of any Indebtedness of such Borrower or any of its Subsidiaries or of any instrument or agreement (including, without limitation, any purchase agreement, indenture, loan agreement or security agreement) relating to any such Indebtedness if such amendment, modification or change would shorten the final maturity or average life to maturity of, or require any payment to be made earlier than the date originally scheduled on, such Indebtedness, would increase the interest rate applicable to such Indebtedness, or would change the subordination provision, if any, of such Indebtedness, or would otherwise be adverse to the issuer of such Indebtedness in any respect, (b) except for the Loans and the other Obligations of the Borrowers and their respective Subsidiaries under or in respect of the Loan Documents, to make any voluntary or optional payment, prepayment, redemption or other acquisition for value of any Indebtedness of any Borrower or any of its Subsidiaries (including, without limitation, by way of depositing money or securities with the trustee therefore before the date required for the purpose of paying any portion of such Indebtedness when due), or to refund, refinance, replace or exchange any other Indebtedness for any such Indebtedness, or to make any prepayment, redemption or repurchase of any outstanding Indebtedness a result of any Asset Sale, change of control, issuance and sale of debt or equity securities or similar event, or give any notice with respect to any of the foregoing. Neither Borrower shall nor shall it permit any Subsidiary to cancel any claim or debt owing to it, except for reasonable consideration and in the ordinary course of business.

Limitation on Modifications of Indebtedness. Cancellation Modifications of ------------------------------------------------------------ IndebtednessCertificate of Incorporation, By-laws and Certain Other Agreements, etc. Neither Borrower shall nor shall it permit any of its ------------ Subsidiaries (ai) to amendamend or modify, modify or otherwise change (or permit the amendmentamendment or modification of, modification or other change in any manner of) any provision of the provisions of any existing Indebtedness of such Borrower or any of its Subsidiaries or of any instrument or agreement (including, without limitation, any purchase agreement, indenture, loan agreement or security agreement) relating thereto other than any amendments or modifications to any such Indebtedness if such amendment, modification or change would shorten the final maturity or average life to maturity of, or require any payment to be made earlier than the date originally scheduled on, such Indebtedness, would increase the interest rate applicable to such Indebtedness, or would change the subordination provision, if any, of such Indebtedness, or would otherwise be adverse to the issuer of such Indebtedness which do not in any respectway materially adversely affect the interests of the Lenders and are otherwise permitted under Section 6.01(b), (bii) except for the Loans and the other Obligations of the Borrowers and their respective Subsidiaries under make (or give any notice in respect of the Loan Documents, to make thereof) any voluntary or optional payment, prepayment, payment or prepayment on or redemption or other acquisition for value of, or any prepayment or redemption as a result of any Indebtedness asset sale, change of control or similar event of, any Senior Subordinated Notes or any Permitted Junior Capital, provided that so long as no Default or Event of Default shall have occurred and be continuing or result therefrom, the Borrower may expend up to $25,000,000 to optionally prepay, repurchase or redeem any Senior Subordinated Notes; provided, further that if at the time of such prepayment, repurchase or redemption, the Leverage Ratio, on a Pro Forma Basis, is equal to or less than 2.00 to1.00, such amount shall be increased to $75,000,000, (iii) amend or modify, or permit the amendment or modification of, any provision of any Borrower Senior Subordinated Note Document other than amendments or modifications which do not in any way materially adversely affect the interests of the Lenders and which are effected to make technical corrections to the respective documentation, (iv) amend or modify, or permit the amendment or modification of, the Business Transfer Agreement, any Operating Agreement, the Recapitalization Agreement, the NSC Asset Purchase Agreement or any of the operating agreements entered into in connection therewith or any tax sharing agreement, in each case except for amendments or modifications which are not in any way adverse in any material respect to the interests of the Lenders or (v) amend, modify or change its Subsidiaries Certificate of Incorporation (including, without limitation, by way the filing or modification of depositing money any certificate of designation) or securities By-laws, or any agreement entered into by it, with the trustee therefore before the date required for the purpose of paying respect to its capital stock (including any portion of such Indebtedness when dueshareholders' agreement), or to refund, refinance, replace or exchange enter into any other Indebtedness for any such Indebtedness, or to make any prepayment, redemption or repurchase of any outstanding Indebtedness a result of any Asset Sale, change of control, issuance and sale of debt or equity securities or similar event, or give any notice new agreement with respect to its capital stock, other than any amendments, modifications or changes pursuant to this clause (v) or any such new agreements pursuant to this clause (v) which do not in any way materially adversely affect in any material respect the interests of the Lenders; provided that nothing in this clause (v) shall prevent Holdings or any of the foregoing. Neither Borrower shall nor shall it permit its Subsidiaries from amending its Certificate of Incorporation or By-laws to provide indemnification to any officer or director of Holdings or any such Subsidiary to cancel the maximum extent permitted by the law of its jurisdiction of incorporation; and provided further that Holdings may issue such capital stock as is not prohibited by Section 6.13 and may amend its Certificate of Incorporation to authorize any claim or debt owing to it, except for reasonable consideration and in the ordinary course of businesssuch capital stock.

Limitation on Modifications of Indebtedness. Cancellation Modifications of ------------------------------------------------------------ IndebtednessCertificate of Incorporation, By-laws and Certain Other Agreements, etc. Neither Borrower shall nor shall it permit any of its ------------ Subsidiaries (a) to amendAmend or modify, modify or otherwise change (or permit the amendmentamendment or modification of, modification or other change in any manner of) any provision of the provisions of any existing Indebtedness of such Borrower or any of its Subsidiaries or of any instrument or agreement (including, without limitation, including any purchase agreement, indenture, loan agreement or security agreement) relating thereto other than any amendments or modifications to any such Indebtedness if such amendment, modification or change would shorten the final maturity or average life to maturity of, or require any payment to be made earlier than the date originally scheduled on, such Indebtedness, would increase the interest rate applicable to such Indebtedness, or would change the subordination provision, if any, of such Indebtedness, or would otherwise be adverse to the issuer of such Indebtedness which do not in any respectway materially adversely affect the interests of the Lenders, (b) except for the Loans and the other Obligations of the Borrowers and their respective Subsidiaries under make (or give any notice in respect of the Loan Documents, to make of) any voluntary or optional payment, prepayment, payment or prepayment on or redemption or other acquisition for value of, or any prepayment or redemption as a result of any asset sale, change of control or similar event of, any subordinated Indebtedness (other than pursuant to the Debt Tender Offer); provided that the Borrower may (i) optionally prepay, repurchase, redeem, defease or otherwise retire the Senior Subordinated Notes so long as no Default or Event of Default shall have occurred and be continuing or would result therefrom and (ii) use the Net Cash Proceeds of any Equity Issuance occurring after the Restatement Date that were not required to be applied to the prepayment of Term Loans as described in Section 2.13(c) to optionally prepay, repurchase, redeem, defease or otherwise retire any other subordinated Indebtedness, so long as (x) no Default or Event of Default shall have occurred and be continuing or would result therefrom, (y) the amount so expended shall not exceed $30,000,000 in the aggregate and (z) any amounts so expended in excess of $20,000,000 shall be deemed to reduce the ability of the Borrower to repurchase Borrower Common Stock pursuant to Section 6.06(a)(iii) by the amount of such excess for the fiscal year in which made and in the aggregate, (c) amend, modify or change its Certificate of Incorporation (including by the filing or modification of any certificate of designation) or By-laws, or any agreement entered into by it, with respect to its Equity Interests (including any shareholders' agreement), or enter into any new agreement with respect to its Equity Interests, other than any amendments, modifications or changes pursuant to this clause (c) or any such new agreements pursuant to this clause (c) which do not in any way materially adversely affect the interests of the Lenders (provided that nothing in this clause (c) shall prevent the Borrower or any of its Subsidiaries from amending its Certificate of Incorporation or By-laws to provide indemnification to any officer or director of the Borrower or any such Subsidiary to the maximum extent permitted by the law of its jurisdiction of incorporation) or (includingd) amend, without limitation, by way of depositing money modify or securities with the trustee therefore before the date required for the purpose of paying any portion of such Indebtedness when due)change, or to refundpermit the amendment, refinancemodification or change of, replace the charter, by-laws or exchange any other Indebtedness for any such Indebtednessorganizational documents of each of Anteon VDS Foreign Enterprises LLC and Anteon VDS Foreign Investments LLC, or to make any prepayment, redemption or repurchase of any outstanding Indebtedness each a result of any Asset Sale, change of control, issuance Delaware limited liability company and sale of debt or equity securities or similar event, or give any notice with respect to any wholly owned subsidiary of the foregoing. Neither Borrower shall nor shall it Borrower, to permit such companies to engage in any Subsidiary to cancel any claim or debt owing to it, except for reasonable consideration and in activity other than owning all the ordinary course outstanding shares of businesscapital stock of Yuhan Hoeysa Anteon VDS-Korea.

Limitation on Modifications of Indebtedness. Cancellation of ------------------------------------------------------------ IndebtednessMODIFICATIONS OF CERTIFICATE OF INCORPORATION, BY-LAWS AND CERTAIN OTHER AGREEMENTS, ETC. Neither Borrower shall nor shall it permit any of its ------------ Subsidiaries (a) to amendAmend or modify, modify or otherwise change (or permit the amendmentamendment or modification of, modification or other change in any manner of) any provision of the provisions of any existing Indebtedness of such Borrower or any of its Subsidiaries or of any instrument or agreement (including, without limitation, including any purchase agreement, indenture, loan agreement or security agreement) relating thereto other than any amendments or modifications to any such Indebtedness if such amendment, modification or change would shorten the final maturity or average life to maturity of, or require any payment to be made earlier than the date originally scheduled on, such Indebtedness, would increase the interest rate applicable to such Indebtedness, or would change the subordination provision, if any, of such Indebtedness, or would otherwise be adverse to the issuer of such Indebtedness which do not in any respectway materially adversely affect the interests of the Lenders, (b) except for the Loans and the other Obligations of the Borrowers and their respective Subsidiaries under make (or give any notice in respect of the Loan Documents, to make of) any voluntary or optional payment, prepayment, payment or prepayment on or redemption or other acquisition for value of, or any prepayment or redemption as a result of any Indebtedness asset sale, change of control or similar event of, any 1997 Senior Subordinated Notes, 1998 Senior Subordinated Notes or Exchangeable Debentures (c) amend or modify, or permit the amendment or modification of, any 1997 Senior Subordinated Debt Instruments, 1998 Senior Subordinated Debt Instruments or Exchangeable Debt Instruments other than amendments or modifications which do not in any way adversely affect the interests of the Lenders, (d) amend or modify, or permit the amendment or modification of, any of the Acquisition Agreements or any tax sharing agreement, in each case except for amendments or modifications which are not in any way adverse in any material respect to the interests of the Lenders, or (e) amend, modify or change its Certificate of Incorporation (including by the filing or modification of any certificate of designation) or By-laws, or any agreement entered into by it, with respect to its Equity Interests (including the Certificate of Designation and any shareholders' agreement), or enter into any new agreement with respect to its Equity Interests, other than any amendments, modifications or changes pursuant to this clause (e) or any such new agreements pursuant to this clause (e) which do not in any way materially adversely affect the interests of the Lenders; provided that (i) nothing in this Section 6.12 shall prohibit the Borrower from refinancing any Indebtedness to the extent permitted by Section 6.01(a), (ii) nothing in this clause (e) shall prevent the Borrower or any of its Subsidiaries (including, without limitation, by way from amending its Certificate of depositing money Incorporation or securities with Bylaws to provide indemnification to any officer or director of the trustee therefore before the date required for the purpose of paying any portion of such Indebtedness when due), Borrower or to refund, refinance, replace or exchange any other Indebtedness for any such Indebtedness, or to make any prepayment, redemption or repurchase of any outstanding Indebtedness a result of any Asset Sale, change of control, issuance and sale of debt or equity securities or similar event, or give any notice with respect to any of the foregoing. Neither Borrower shall nor shall it permit any Subsidiary to cancel any claim or debt owing the maximum extent permitted by the law of its jurisdiction of incorporation and (iii) nothing in this Section 6.11 shall be construed to it, except for reasonable consideration and in prohibit the ordinary course merger of businessCLI into the Borrower.

Limitation on Modifications of Indebtedness. Cancellation Modifications of ------------------------------------------------------------ IndebtednessCertificate of Incorporation or Other Constitutive Documents; By-laws and Certain Other Agreements, etc. Neither Borrower shall nor shall it permit any of its ------------ Subsidiaries (ai) to amendAmend or modify, modify or otherwise change (or permit the amendmentamendment or modification of, modification or other change in any manner of) any provision of the provisions of any existing Indebtedness of such Borrower or any of its Subsidiaries or of any instrument or agreement (including, without limitation, including any purchase agreement, indenture, loan agreement or security agreement) relating thereto other than any amendments or modifications to any such Indebtedness if such amendment, modification or change would shorten the final maturity or average life to maturity of, or require any payment to be made earlier than the date originally scheduled on, such Indebtedness, would increase the interest rate applicable to such Indebtedness, or would change the subordination provision, if any, of such Indebtedness, or would otherwise be adverse to the issuer of such Indebtedness which do not in any respect, way subject any Debt Party to materially more onerous provisions and which do not materially adversely affect the interests of AIC; (bii) except for the Loans and the other Obligations of the Borrowers and their respective Subsidiaries under make (or give any notice in respect of the Loan Documents, to make thereof) any voluntary or optional payment, prepayment, payment or prepayment on or redemption or other acquisition for value of any Indebtedness of any Borrower of, or any of its Subsidiaries (including, without limitation, by way of depositing money prepayment or securities with the trustee therefore before the date required for the purpose of paying any portion of such Indebtedness when due), or to refund, refinance, replace or exchange any other Indebtedness for any such Indebtedness, or to make any prepayment, redemption or repurchase of any outstanding Indebtedness as a result of any Asset Saleasset sale, change of control, issuance and sale of debt or equity securities control or similar eventevent of, any Indebtedness; (iii) amend or modify, or give permit the amendment or modification of, the KAZA Tower Agreement or the KAZA Studio Lease, in each case except for amendments or modifications which are not in any notice way adverse in any material respect to the interests of AIC; or (iv) amend, modify or change its articles of incorporation or other constitutive documents (including by the filing or modification of any certificate of designation) or By-laws, or any agreement entered into by it with respect to its Equity Interests (including any shareholders' (or other equity holders') agreement), or enter into any new agreement with respect to its Equity Interests, other than any amendments, modifications, agreements or changes or any such new agreements which do not in any way materially adversely affect in any material respect the interests of AIC; provided that any Debt Party may issue such Equity Interests as are not prohibited by Section 6.11 and may amend its articles of incorporation or other constitutive documents to authorize any such Equity Interests; and provided, further, that this Agreement and the foregoing. Neither Borrower shall nor shall it permit any Subsidiary to cancel any claim or debt owing to it, except for reasonable consideration other Debt Documents may be amended in accordance with the terms hereof and in the ordinary course of businessthereof.

Limitation on Modifications of Indebtedness. Cancellation of ------------------------------------------------------------ IndebtednessMODIFICATIONS OF CERTIFICATE OF INCORPORATION, OR OTHER CONSTITUTIVE DOCUMENTS, BY-LAWS AND CERTAIN OTHER AGREEMENTS, ETC. Neither Borrower shall nor shall it permit any of its ------------ Subsidiaries (ai) to amendAmend or modify, modify or otherwise change (or permit the amendmentamendment or modification of, modification or other change in any manner of) any provision of the provisions of any existing Indebtedness of such Borrower or any of its Subsidiaries or of any instrument or agreement (including, without limitation, including any purchase agreement, indenture, loan agreement or security agreement) relating thereto other than any amendments or modifications to any such Indebtedness if such amendment, modification or change would shorten the final maturity or average life to maturity of, or require any payment to be made earlier than the date originally scheduled on, such Indebtedness, would increase the interest rate applicable to such Indebtedness, or would change the subordination provision, if any, of such Indebtedness, or would otherwise be adverse to the issuer of such Indebtedness which do not in any respect, way materially adversely affect the interests of the Lenders and are otherwise permitted under Section 6.01(b); (bii) except for the Loans as required by Sections 4.08 and the other Obligations 4.11(e) of the Borrowers and their respective Subsidiaries under Qualified Senior Note Indenture, make (or give any notice in respect of the Loan Documents, to make thereof) any voluntary or optional payment, prepayment, payment or prepayment on or redemption or other acquisition for value of any Indebtedness of any Borrower of, or any of its Subsidiaries (including, without limitation, by way of depositing money prepayment or securities with the trustee therefore before the date required for the purpose of paying any portion of such Indebtedness when due), or to refund, refinance, replace or exchange any other Indebtedness for any such Indebtedness, or to make any prepayment, redemption or repurchase of any outstanding Indebtedness as a result of any Asset Saleasset sale, change of control, issuance and sale of debt or equity securities control or similar eventevent of, any indebtedness outstanding under the Qualified Senior Notes; (iii) amend or modify, or give permit the amendment or modification of, any notice provision of any Qualified Senior Notes or any agreement (including any Qualified Senior Note Document) relating thereto 121 other than amendments or modifications which do not in any way materially adversely affect the interests of the Lenders and which are effected to make technical corrections to the respective documentation; (iv) amend or modify, or permit the amendment or modification of, any other Transaction Document, in each case except for amendments or modifications which are not in any way adverse in any material respect to the interests of the Lenders; or (v) amend, modify or change its articles of incorporation or other constitutive documents (including by the filing or modification of any certificate of designation) or by-laws, or any agreement entered into by it, with respect to its capital stock (including any shareholders' agreement), or enter into any new agreement with respect to its capital stock, other than any amendments, modifications, agreements or changes pursuant to this clause (v) or any such new agreements pursuant to this clause (v) which do not in any way materially adversely affect in any material respect the interests of the foregoing. Neither Borrower shall nor shall it permit Lenders; and provided, that Holdings may issue such capital stock as is not prohibited by Section 6.11 or any Subsidiary other provision of this Agreement and may amend articles of incorporation or other constitutive documents to cancel authorize any claim or debt owing to it, except for reasonable consideration and in the ordinary course of businesssuch capital stock.