Common use of Limitation on Optional Payments and Modifications of Debt Clause in Contracts

Limitation on Optional Payments and Modifications of Debt. Instruments, etc.; Limitation on Modification of Certificate of Incorporation. ------------------------------------------------------------------------------ (a) Make or offer to make any payment, prepayment, repurchase or redemption of or otherwise defease or segregate funds (collectively, a "Repurchase") with respect to the Senior Notes (other than scheduled interest payments required to be made in cash); provided that if (i) the Tranche B Term Loans have been repaid in full, (ii) the Consolidated Total Debt Ratio on a pro forma basis after giving effect to such Repurchase recomputed as of the last day of the most recently ended fiscal quarter of the Borrower and its Subsidiaries as if such Repurchase had occurred on the first day of the relevant period for testing such compliance shall be less than 3.50 to 1.00 and (iii) no Default or Event of Default shall have occurred and be continuing or would result therefrom, then the Borrower may Repurchase up to an aggregate principal amount of $25,000,000 of Senior Notes, (b) amend, modify, waive or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, any of the terms of the Senior Notes (other than any such amendment, modification, waiver or other change which (i) 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 and (ii) does not involve the payment of a consent fee) or (c) amend its certificate of incorporation in any manner determined by the Administrative Agent to be adverse to the Lenders without the prior written consent of the Required Lenders.

Limitation on Optional Payments and Modifications of Debt. Instruments, etc.; Limitation on Modification of Certificate of Incorporation. ------------------------------------------------------------------------------ (a) Make or offer to make any payment, prepayment, ----------------- repurchase or redemption of or otherwise defease or segregate funds (collectively, a "Repurchase") with respect to the Convertible Notes, the DM Notes or the Senior 10% Notes (other than scheduled interest payments required to be made in cash); provided that if (i) the Tranche B Term Loans have been repaid in fullprovided, (ii) the Consolidated Total Debt Ratio on a pro forma basis after giving effect to such Repurchase recomputed so long as of the last day of the most recently ended fiscal quarter of the Borrower and its Subsidiaries as if such Repurchase had occurred on the first day of the relevant period for testing such compliance shall be less than 3.50 to 1.00 and (iii) -------- no Default or Event of Default shall have occurred and be continuing is continuing, the Company or would result therefromany of its Subsidiaries may at any time prepay, then the Borrower may Repurchase up to repurchase or redeem Eligible Prepayment Debt in an aggregate principal amount of $25,000,000 of Senior Notesnot to exceed the Available Prepayment Amount at such time, (b) amend, modify, waive or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, any of the terms of the Convertible Notes, the DM Notes or the Senior 10% Notes (other than any such amendment, modification, waiver or other change which (i) 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 and (ii) does not involve the payment of a consent fee), (c) designate any Indebtedness as "Designated Senior Indebtedness" for the purposes of the Convertible Indenture or (cd) amend its certificate of incorporation in any manner determined by the Administrative Agent to be adverse to the Lenders without the prior written consent of the Required Lenders.

Limitation on Optional Payments and Modifications of Debt. Instruments, etc.; Limitation on Modification of Certificate of Incorporation. ------------------------------------------------------------------------------ (a) Make or offer to make any payment, prepayment, ----------------- repurchase or redemption of or otherwise defease or segregate funds (collectively, a "Repurchase") with respect to the Convertible Notes, the DM Notes, the Senior 10% Notes or the Senior Subordinated Notes (other than scheduled interest payments required to be made in cash); provided that if (i) the Tranche B Term Loans have been repaid in fullprovided, (ii) the Consolidated Total Debt Ratio on a pro forma basis after giving effect to such Repurchase recomputed so long as of the last day of the most recently ended fiscal quarter of the Borrower and its Subsidiaries as if such Repurchase had occurred on the first day of the relevant period for testing such compliance shall be less than 3.50 to 1.00 and (iii) no Default or Event of Default -------- shall have occurred and be continuing is continuing, the Company or would result therefromany of its Subsidiaries may at any time prepay, then the Borrower may Repurchase up to repurchase or redeem Eligible Prepayment Debt in an aggregate principal amount of $25,000,000 of Senior Notesnot to exceed the Available Prepayment Amount at such time, (b) amend, modify, waive or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, any of the terms of the Convertible Notes, the DM Notes, the Senior 10% Notes or the Senior Subordinated Notes (other than any such amendment, modification, waiver or other change which (i) 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 and (ii) does not involve the payment of a consent fee), (c) designate any Indebtedness as "Designated Senior Indebtedness" for the purposes of the Convertible Indenture or the Senior Subordinated Indenture or (cd) amend its certificate of incorporation in any manner determined by the Administrative Agent to be adverse to the Lenders without the prior written consent of the Required Lenders.".

Limitation on Optional Payments and Modifications of Debt. Instruments, etc.; Limitation on Modification of Certificate of IncorporationInstruments and other Material Agreements. ------------------------------------------------------------------------------ (a) Make or offer to make any optional payment, ----------------------------------------- prepayment, repurchase or redemption of or otherwise defease or segregate funds (collectively, a "Repurchase") with respect to the Senior Subordinated Notes or make any optional payments on account of or for a sinking or other analogous fund for the repurchase, redemption, defeasance or other acquisition thereof (other than scheduled mandatory payments of principal and interest and payments of, in each case, fees and expenses required by the Senior Subordinated Notes or the Senior Subordinated Note Indenture, only to be made in cashthe extent permitted under the subordination provisions, if any, applicable thereto); provided that if (i) the Tranche B Term Loans have been repaid in full, (ii) the Consolidated Total Debt Ratio on a pro forma basis after giving effect to such Repurchase recomputed as of the last day of the most recently ended fiscal quarter of the Borrower and its Subsidiaries as if such Repurchase had occurred on the first day of the relevant period for testing such compliance shall be less than 3.50 to 1.00 and (iii) no Default or Event of Default shall have occurred and be continuing or would result therefrom, then the Borrower may Repurchase up to an aggregate principal amount of $25,000,000 of Senior Notes, (b) amend, modify, waive or otherwise change, or consent or agree to make any amendment, modificationsupplement, modification or waiver or other change to, of any of the terms of the Senior Subordinated Notes (other than any such amendment, modification, waiver or other change which the Senior Subordinated Note Indenture (i) would extend which amends or modifies the subordination provisions contained in the Senior Subordinated Notes and the Senior Subordinated Note Indenture; (ii) which shortens the fixed maturity or reduce increases the principal amount of any payment of principal thereof of, or which would reduce increases the rate or extend shortens the date for time of payment of interest thereon and (ii) does not involve on, or increases the amount or shortens the time of payment of any principal or premium payable whether at maturity, at a consent feedate fixed for prepayment or by acceleration or otherwise of the Indebtedness evidenced by the Senior Subordinated Notes or increases the amount of, or accelerates the time of payment of, any fees or other amounts payable in connection therewith to any holder of the Senior Subordinated Notes; (iii) which relates to any material affirmative or negative covenants or any events of default or remedies thereunder and the effect of which is to subject the Borrower, or any of its Subsidiaries, to any more onerous or more restrictive provisions; or (iv) which otherwise adversely affects the interests of the Lenders as senior creditors with respect to the Senior Subordinated Notes or the interests of the Lenders hereunder in any material respect or (c) amend its certificate in the event of incorporation the occurrence of a Change of Control, repurchase the Senior Subordinated Notes, unless the Borrower shall have (i) made payment in full of the Loans, all Reimbursement Obligations and any manner determined by other amounts then due and owing to any Lender or the Administrative Agent to be adverse hereunder and under any Note and cash collateralized the L/C Obligations on terms reasonably satisfactory to the Lenders without Administrative Agent or (ii) made an offer to pay the prior written consent Loans, all Reimbursement Obligations and any amounts then due and owing to each Lender and the Administrative Agent hereunder and under any Note and to cash collateralize the L/C Obligations in respect of each Lender and shall have made payment in full thereof to each such Lender or the Administrative Agent which has accepted such offer and cash collateralized the L/C Obligations in respect of each such Lender which has accepted such offer. This subsection 14.12 shall not be deemed to restrict or prohibit (i) the assumption by TTC of the Required LendersSenior Subordinated Note Indenture and the Senior Subordinated Notes, and the rights and obligations thereunder, in connection with the Assumption or (ii) the exchange after the Closing Date of newly issued Senior Subordinated Notes for previously issued Senior Subordinated Notes.

Limitation on Optional Payments and Modifications of Debt. Instruments, etc.; Limitation on Modification (except to the extent any payment is made in equity of Certificate of Incorporation. ------------------------------------------------------------------------------ (athe Guarantor or rights to acquire any such equity) Make or offer to make any payment, prepayment, repurchase or redemption shortens the fixed maturity of or otherwise defease or segregate funds (collectively, a "Repurchase") with respect to increases the Senior Notes (other than scheduled interest payments required to be made in cash); provided that if (i) the Tranche B Term Loans have been repaid in full, (ii) the Consolidated Total Debt Ratio on a pro forma basis after giving effect to such Repurchase recomputed as of the last day of the most recently ended fiscal quarter of the Borrower and its Subsidiaries as if such Repurchase had occurred on the first day of the relevant period for testing such compliance shall be less than 3.50 to 1.00 and (iii) no Default or Event of Default shall have occurred and be continuing or would result therefrom, then the Borrower may Repurchase up to an aggregate principal amount thereof to an amount in excess of $25,000,000 of Senior Notes, (b) amend, modify, waive or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, any of the terms of the Senior Notes (other than any such amendment, modification, waiver or other change which (i) would extend the maturity or reduce 125,000,000 plus the amount of any payment of principal thereof interest accreted or which would reduce paid in kind in respect thereof, or increases the rate or extend shortens the date for time of payment of interest thereon and on, or increases the amount or shortens the time of payment of any principal or premium payable whether at maturity, at a date fixed for prepayment or by acceleration or otherwise thereof or increases the amount of, or accelerates the time of payment of, any fees or other amounts payable in connection therewith to any holder thereof; (ii) does which relates to any material affirmative or negative covenants or any events of default or remedies thereunder and the effect of which is to subject the Primary Borrower, or any of its Subsidiaries, to any more onerous or more restrictive provisions; or (iii) which otherwise adversely affects the interests of the Lenders under the Intercreditor Agreement or the interests of the Lenders hereunder in any material respect; provided that the foregoing will not involve prohibit or restrict any amendment, supplement, modification or waiver to provide the payment Convertible Notes or Additional Indebtedness with the benefit of any Lien on Collateral permitted by subsection 14.2(s), or any Guarantee Obligation permitted by subsection 14.3(q), or (f) in the event of the occurrence of a consent feeChange of Control, repurchase the Convertible Notes, unless the Primary Borrower shall have (i) made, or (c) amend its certificate caused to have been made, payment in full of incorporation in the Loans, all Reimbursement Obligations and any manner determined by other amounts then due and owing to any Lender or the Administrative Agent to be adverse hereunder and under any Note and cash collateralized the Domestic L/C Obligations on terms reasonably satisfactory to the Lenders without Administrative Agent or (ii) made, or caused to have been made, an offer to pay the prior written consent Loans, all Reimbursement Obligations and any amounts then due and owing to each Lender and the Administrative Agent hereunder and under any Note and to cash collateralize the Domestic L/C Obligations in respect of each Lender and shall have made, or caused to have been made, payment in full thereof to each such Lender or the Required LendersAdministrative Agent which has accepted such offer and cash collateralized the Domestic L/C Obligations in respect of each such Lender which has accepted such offer.

Limitation on Optional Payments and Modifications of Debt. Instruments, etc.; Limitation on Modification of Certificate of Incorporation. ------------------------------------------------------------------------------ (a) Make or offer to make any payment, prepayment, repurchase ---------------- or redemption of or otherwise defease or segregate funds (collectively, a "Repurchase") with respect to the Convertible Notes, DM Notes, or the Senior 10% Notes (other than scheduled interest payments required to be made in cash); provided that if (i) the Tranche B Term Loans have been repaid in fullprovided, (ii) the Consolidated Total Debt Ratio on a pro forma basis after giving effect to such Repurchase recomputed so long as of the last day of the most recently ended fiscal quarter of the Borrower and its Subsidiaries as if such Repurchase had occurred on the first day of the relevant period for testing such compliance shall be less than 3.50 to 1.00 and (iii) no Default or Event of Default shall have occurred and be continuing is continuing, the Company or would result therefromany of its Subsidiaries may at any time prepay, then the Borrower may Repurchase up to repurchase or redeem Eligible Prepayment Debt in an aggregate principal amount of $25,000,000 of Senior Notesnot to exceed the Available Prepayment Amount at such time, (b) amend, modify, waive or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, any of the terms of the Convertible Notes, the DM Notes, or the Senior 10% Notes (other than any such amendment, modification, waiver or other change which (i) 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 and (ii) does not involve the payment of a consent fee), (c) designate any Indebtedness as "Designated Senior Indebtedness" for the purposes of the Convertible Indenture or (cd) amend its certificate of incorporation in any manner determined by the Administrative Agent to be adverse to the Lenders without the prior written consent of the Required Lenders.