Limitation on Optional Payments and Modifications of Debt Instruments. (a) Make any optional payment or prepayment on or redemption or purchase of any Indebtedness except pursuant to the Loan Documents, or (b) amend, modify or change, or consent or agree to any amendment, modification or change to any of the terms of any Indebtedness (excluding the Loans) (other than any such amendment, modification or change which would extend the maturity or reduce the amount of any payment of principal thereof or which would reduce the rate or extend the date for payment of interest thereon).
Limitation on Optional Payments and Modifications of Debt Instruments. (a) Make any optional payment or optional prepay- ment on, or optional redemption of, or purchase or otherwise acquire any interest in, any Indebtedness (including payments on Indebtedness under the Unsecured Cash Flow Notes) other than the Secured Instrument, except payments on the Foothill Debt.
(b) Amend, modify or change, or consent or agree to any amendment, modification or change to any of the terms of any Unsecured Cash Flow Notes or any Indebtedness outstanding under the Foothill Loan Documents or any other agreement exe- cuted in connection with either thereof or otherwise in connec- tion with any Indebtedness (other than: (1) terms other than payment terms of Indebtedness permitted to be incurred pursuant to subsections 7.2(e), (f), (g) (but exclusive of Indebtedness permitted pursuant thereto consisting of intercompany Indebted- ness among the Company and its Subsidiaries, the Unsecured Cash Flow Notes, and Financing Leases), (h), and (k); and (2) other than any such amendment, modification, or change to any such other Indebtedness which would extend the maturity or reduce the amount of any payment of principal thereof or which would reduce the rate or the amount of interest payable or extend the date for payment of interest thereon; but in the case of either (1) or (2), solely to the extent the amendment, modification, or change to any such Indebtedness is not prohibited by any other provision in this Agreement or the other Transaction Doc- uments; and
(c) Amend any subordination provisions of any in- strument governing any Indebtedness (except for amendments pur- suant to this Agreement and the Security Documents or the Re- volving Loan Agreement and the security documents in respect thereof).
Limitation on Optional Payments and Modifications of Debt Instruments. (a) Make any optional payment or prepayment on or redemption or purchase of any Indebtedness in excess of $50,000,000 per fiscal year (other than in respect of (i) the Loans, (ii) the Existing Notes and (iii) any Refinancing Indebtedness in respect of the Existing Notes, to the extent such payment, prepayment, redemption or purchase under the foregoing clauses (ii) and (iii) is financed with Refinancing Indebtedness); provided that notwithstanding clause (ii) of the definition of Refinancing Indebtedness, the Borrower or any Subsidiary may prepay Subordinated Debt with the proceeds of the Loans or an incurrence of senior secured debt or senior unsecured notes if the ratio of Consolidated Indebtedness to Consolidated EBITDA (calculated after giving pro forma effect to the borrowings to be made on the date of such incurrence and to any change in Consolidated EBITDA and any increase in Consolidated Indebtedness resulting from the consummation of any acquisition or disposition permitted by this Agreement concurrently with such borrowings) is less than or equal to 2.25 to 1.0,
(b) amend, modify or change, or consent or agree to any amendment, modification or change to, any of the terms of any Indebtedness (excluding the Loans) (other than any such amendment, modification or change which would extend the maturity or reduce the amount of any payment of principal thereof or which would reduce the rate or extend the date for payment of interest thereon), or
(c) amend, modify or change the subordination provisions of any Subordinated Debt or any Refinancing Indebtedness in respect thereof; provided that notwithstanding clause (ii) of the definition of Refinancing Indebtedness, the Borrower or any Subsidiary may prepay Subordinated Debt with the proceeds of the Loans or an incurrence of senior secured debt or senior unsecured notes if the ratio of Consolidated Indebtedness to Consolidated EBITDA (calculated after giving pro forma effect to the borrowings to be made on the date of such incurrence and to any change in Consolidated EBITDA and any increase in Consolidated Indebtedness resulting from the consummation of any acquisition or disposition permitted by this Agreement concurrently with such borrowings) is less than or equal to 2.25 to 1.0.
Limitation on Optional Payments and Modifications of Debt Instruments. (a) Make any optional payment or prepayment on or redemption of any Indebtedness (other than (i) the Loans, (ii) Indebtedness incurred pursuant to Section 7.2(c), (iii) Financing Leases that are refinanced with Indebtedness incurred pursuant to Section 7.2(c)) and (iv) any Account Receivable Indebtedness permitted pursuant to Section 7.2(q)), or (b) amend, modify or change, or consent or agree to any amendment, modification or change to any of the terms relating to the payment or prepayment or principal of or interest on any such Indebtedness (other than any such amendment, modification or change which would extend the maturity or reduce the amount of any payment of principal thereof or which would reduce the rate or extend the date for payment of interest thereon).
Limitation on Optional Payments and Modifications of Debt Instruments. The Borrower shall not make any optional payment or prepayment on or redemption, defeasance or purchase of any Indebtedness (other than Indebtedness under this Agreement and Indebtedness permitted under Section 5.13(h)), or amend, modify or change, or consent or agree to any amendment, modification or change to its certificate of incorporation which could reasonably be expected to result in a Material Adverse Effect or to the Agency Services Agreement or to any of the terms relating to the payment or prepayment or principal of or interest on, any such Indebtedness, other than any amendment, modification or change which would extend the maturity or reduce the amount of any payment of principal thereof or which would reduce the rate or extend the date for payment of interest thereon.
Limitation on Optional Payments and Modifications of Debt Instruments. At any time the commitments under the February 1997 Five-Year Agreement and Amendment plus the commitments under the June 1997 364-Day Agreement and Amendment (or, if such commitments have expired or been terminated, the outstanding loans thereunder) exceed $2,000,000,000 in aggregate amount, the Company will not make, and will not permit any of its Subsidiaries to make, any optional payment or prepayment on or redemption, defeasance or purchase of any Indebtedness of the Company or any of its Subsidiaries (other than Indebtedness under this Agreement, the February 1997 Five-Year Agreement and Amendment or under the June 1997 364-Day Agreement and Amendment or under Financing Leases in an aggregate amount not to exceed $50,000,000 in any fiscal year of the Company), or amend, modify or change, or consent or agree to any amendment, modification or change to any of the terms relating to the payment or prepayment or principal of or interest on, any such Indebtedness, other than any amendment, modification or change which would extend the maturity or reduce the amount of any payment of principal thereof or which would reduce the rate or extend the date for payment of interest thereon or which would not be adverse to the Banks.
Limitation on Optional Payments and Modifications of Debt Instruments. (a) At any time prior to the repayment in full of the Term Loans, make any optional payment or prepayment on or optionally redeem or purchase any Indebtedness (other than the Loans, the Senior Notes and Indebtedness of the Borrower or any Restricted Subsidiary to the Borrower or any Restricted Subsidiary) of the Borrower or any Subsidiary, (b) make any optional payment or prepayment on account of the principal of or interest on, or optionally redeem or purchase, any Subordinated Debentures, provided that the Borrower may pay interest on the Subordinated Debentures pursuant to the terms of the Subordinated Debt Indenture or (c) amend, modify or change, or consent or agree to any amendment, modification or change to any of the terms relating to the payment or prepayment of principal of or interest on, any such Indebtedness (if such amendment, modification, change, consent or agreement is entered into prior to the repayment in full of the Term Loans) or the Subordinated Debentures or the Subordinated Debt Indenture (other than any such amendment, modification or change which would extend the maturity or reduce the amount of any payment of principal thereof or which would reduce the rate or extend the date for payment of interest thereon); provided, that the Borrower and its Restricted Subsidiaries may prepay (i) Indebtedness (other than the Subordinated Debentures) (A) from the proceeds of new Indebtedness incurred to refinance such Indebtedness, (B) under Financing Leases for stores and other property no longer occupied or used by the Borrower or such Restricted Subsidiary in connection with the settlement, termination or assignment of such Financing Lease, (C) secured by assets in connection with any sale or other disposition of such assets permitted under subsection 8.5, (D) in an aggregate amount, in addition to payments otherwise permitted under this subsection 8.9, not to exceed $25,000,000, (E) consisting of Floor Planning Facilities, (F) incurred after the Effective Date and otherwise permitted hereunder to the extent such prepayment is financed with the proceeds of other Indebtedness (other than Loans) permitted hereunder, (G) consisting of Financing Leases so long as such Financing Leases are paid in full in connection with any such prepayment and such prepayment is made in connection with the closure or sale of a parcel of real property subject to such Financing Lease, (H) secured by a Lien on any parcel of Material Real Property so long as such In...
Limitation on Optional Payments and Modifications of Debt Instruments. No Obligor will make any optional payment or prepayment on, or redemption, defeasance or purchase of, any Debt (other than any Outstanding Obligations), or amend, or consent to any amendment of, any of the terms relating to the payment or prepayment of principal, interest or fees relating to, any of that Debt.
Limitation on Optional Payments and Modifications of Debt Instruments. The Five-Year Composite Conformed Credit Agreement as adopted and incorporated by reference into this February 1997 Five-Year Agreement and Amendment is hereby amended by adding the following new subsection immediately following subsection 5.15 therein as follows:
Limitation on Optional Payments and Modifications of Debt Instruments. (a) Make or offer to make any optional or voluntary payment, prepayment, repurchase or redemption of, or otherwise voluntarily or optionally defease, the Senior Subordinated Notes (or any other Indebtedness permitted under Section 7.2(f)) (except for the exchange of the Senior Subordinated Notes for senior subordinated notes having substantially the same terms and conditions contemplated under the Senior Subordinated Note Indenture or for the refinancing of the Senior Subordinated Notes in accordance with Section 7.2(f)), (b) amend, modify or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, any of the terms of the Senior Subordinated Notes (or any other Indebtedness permitted under Section 7.2(f)) (other than any such amendment, modification, waiver or other change which (i) (A) would extend the maturity or reduce the amount of any payment of principal thereof, reduce the rate or extend the date for payment of interest thereon or relax any covenant or other restriction applicable to the Borrower or any of its Subsidiaries and (B) does not involve the payment of a consent fee or (ii) is not adverse in any respect to the interests of the Lenders in the reasonable opinion of the Administrative Agent), (c) designate any Indebtedness (other than the Obligations) as “Designated Senior Indebtedness” or “Senior Credit Facilities” for the purposes of the Senior Subordinated Note Indenture or (d) amend its certificate of incorporation in any manner determined by the Administrative Agent to be adverse to the Lenders.
