Common use of Payments and Modification of Debt Clause in Contracts

Payments and Modification of Debt. Make, or permit any Subsidiary to make, any optional payment, defeasance (whether a covenant defeasance, legal defeasance or other defeasance), prepayment or redemption of any of its or any of its Subsidiaries' Subordinated Debt or other Indebtedness or amend or modify, or consent or agree to any amendment or modification of, any instrument or agreement under which any of its Subordinated Debt is issued or created or otherwise related thereto, or enter into any agreement or arrangement providing for any defeasance of any kind of any of its Subordinated Debt, or designate any Indebtedness (other than the Lender Indebtedness) as Designated Senior Debt under the Subordinated Debt Documents, provided that the Company may prepay Seller Notes if immediately before and after (on a pro form basis acceptable to the Agent and supported by such certificates or opinions as may be reasonably required by the Agent) such prepayment: (i) no Unmatured Event or Event of Default shall exist or shall have occurred and be continuing, (ii) the representations and warranties contained in the Loan Documents shall be true and correct in all material respects as if made on the date such prepayment is made, (iii) the aggregate amount of Cash Equivalents on hand of the Company plus the amount that the Company is able to borrow in Revolving Credit Loans after giving effect to such prepayment is and will be at least $5,000,000 above the amount of working capital required for the Company over such twelve month period of time, as demonstrated to the Agent's reasonable satisfaction by such pro forma financial statements and projections as required by the Agent, and (iv) the Adjusted Total Debt to Adjusted EBITDA Ratio is at least 0.25 below the level required under this Agreement.

Payments and Modification of Debt. MakeThe Company will not (a) amend or otherwise modify the Credit Agreement or any other instrument or agreement under which the Company or any of its Subsidiaries' Indebtedness is issued or created or otherwise related thereto, except for any amendment which does not (i) increase the interest rate, fees or other amounts payable thereon, (ii) change to any earlier dates any dates upon which any payments of principal, interest or other amounts are due thereon, (iii) change any event of default or condition to an event of default with respect thereto (other than to eliminate any such existing event of default or make it more favorable to the Company), (iv) change any affirmative or negative covenant in any significant respect (other than to eliminate such covenant or make it more favorable to the Company), (v) change the redemption, prepayment or defeasance provisions thereof (other than any change which would make such provisions more favorable to the Company) or (vi) make any other amendment or modification which, together with all other amendments or modifications made, would increase materially the obligations of the Company or any Subsidiary thereunder or to confer any additional rights on the holders of such Indebtedness which would be adverse to the Company or any of its Subsidiaries or any holder of the Notes, or (b) other than the Indebtedness owing to the holders of the Notes, make or permit any Subsidiary to make, any optional payment, defeasance (whether a covenant defeasance, legal defeasance or other defeasance), prepayment or redemption of any of its or any of its Subsidiaries' Subordinated Debt or other Indebtedness or amend or modify, or consent or agree to any amendment or modification of, any instrument or agreement under which any of its Subordinated Debt is issued or created or otherwise related thereto, or enter into any agreement or arrangement providing for any the defeasance of any kind such Indebtedness; provided that any such existing Indebtedness may be refinanced and extended provided that such refinancing does not decrease the amount of or allow any payment on such Indebtedness other than those currently required, shorten the maturity of any of its Subordinated Debtsuch Indebtedness, including any installments due on such Indebtedness, or designate impose any Indebtedness more restrictive covenants or defaults than imposed by such existing Indebtedness; provided further, that anything contained in this (other than S)5.23 to the Lender Indebtednesscontrary notwithstanding, (1) as Designated Senior Debt under the Subordinated Debt Documents, provided that the Company may prepay Seller Notes if immediately before and after enter into an amendment, restatement or other modification of the Credit Agreement for the purpose of reducing (on a pro form basis acceptable to the Agent and supported by such certificates or opinions as may be reasonably required by the Agent) such prepayment: (i) no Unmatured Event or Event of Default shall exist or shall have occurred and be continuing, (ii) the representations and warranties contained in the Loan Documents shall be true and correct in all material respects as if made on the date such prepayment is made, (iiibut not increasing) the aggregate amount of Cash Equivalents Indebtedness which the Company may from time to time borrow under the Credit Agreement as in effect on hand and as of the Effective Date, (2) the Company may prepay Indebtedness outstanding under the Credit Agreement as and to the extent contemplated by the Repositioning, and (3) the Company may, if it obtains the express written consent of the parties to the Credit Agreement to do so, prepay not more than $3,268,000 aggregate principal amount of the Variable Rate Demand Industrial Development Bond of the Development Authority of Conyers, Georgia relating to the facility of the Company plus the amount that the Company is able to borrow located in Revolving Credit Loans after giving effect to such prepayment is and will be at least $5,000,000 above the amount of working capital required for the Company over such twelve month period of timeConyers, as demonstrated to the Agent's reasonable satisfaction by such pro forma financial statements and projections as required by the Agent, and (iv) the Adjusted Total Debt to Adjusted EBITDA Ratio is at least 0.25 below the level required under this AgreementGeorgia.

Payments and Modification of Debt. Make(i) Amend or otherwise modify any instrument or agreement, other than the Senior Note Documents, under which any of the Borrowers' or any of their Subsidiaries' Indebtedness is issued or created or otherwise related thereto, except for any amendment which does not (A) increase the interest rate, fees or other amounts payable thereon, (B) change to any earlier dates any dates upon which any payments of principal, interest or other amounts are due thereon, (C) change any event of default or condition to an event of default with respect thereto (other than to eliminate any such existing event of default or make it more favorable to the applicable Borrower or to conform such default to a comparable Event of Default contained in this Agreement), (D) change any affirmative or negative covenant in any significant respect (other than to eliminate such covenant or make it more favorable to the applicable Borrower or to conform any such covenants to covenants contained in this Agreement or to make any financial covenants more restrictive than the financial covenants contained in this Agreement), (E) change the redemption, prepayment or defeasance provisions thereof (other than any change which would make such provisions more favorable to the applicable Borrower) or (F) make any other amendment or modification which, together with all other amendments or modifications made, would increase materially the obligations of the obligor thereunder or confer any additional rights on the holders of such Indebtedness which would be adverse to any Borrower or Guarantor or to the Agent or any Banks, or (ii) other than the Indebtedness to the Banks and the Agent pursuant hereto, make, or permit any Subsidiary to make, any optional payment, defeasance (whether a covenant defeasance, legal defeasance or other defeasance), prepayment or redemption of any of its or any of its Subsidiaries' Subordinated Debt or other Indebtedness or amend or modify, or consent or agree to any amendment or modification of, any instrument or agreement under which any of its Subordinated Debt is issued or created or otherwise related thereto, or enter into any agreement or arrangement providing for any the defeasance of any kind of any of its Subordinated Debt, or designate any Indebtedness (other than the Lender such Indebtedness) as Designated Senior Debt under the Subordinated Debt Documents, provided that (x) any such existing Indebtedness may be refinanced and extended provided that such refinancing does not decrease the Company may prepay Seller Notes if immediately before amount of or allow any payment on such Indebtedness other than those currently required, shorten the maturity of any such Indebtedness, including any installments due on such Indebtedness or impose any more restrictive covenants or defaults than imposed by such existing Indebtedness and after (on a pro form basis acceptable y) the Indebtedness owing pursuant to the Agent and supported by such certificates or opinions as Senior Notes may be reasonably required prepaid in full by the Agent) such prepayment: (i) an Advance hereunder or otherwise if no Unmatured Event Default or Event of Default shall exist exists or shall have occurred and would be continuing, (ii) the representations and warranties contained in the Loan Documents shall be true and correct in all material respects as if made on the date such prepayment is made, (iii) the aggregate amount of Cash Equivalents on hand of the Company plus the amount that the Company is able to borrow in Revolving Credit Loans after giving effect to such prepayment is and will be at least $5,000,000 above the amount of working capital required for the Company over such twelve month period of time, as demonstrated to the Agent's reasonable satisfaction by such pro forma financial statements and projections as required by the Agent, and (iv) the Adjusted Total Debt to Adjusted EBITDA Ratio is at least 0.25 below the level required under this Agreementcaused thereby.

Payments and Modification of Debt. Make(i) Amend or otherwise modify the Senior Note Documents or any other instrument or agreement under which any of the Borrowers' or any of their Subsidiaries' Indebtedness is issued or created or otherwise related thereto, except for any amendment which does not (A) increase the interest rate, fees or other amounts payable thereon, (B) change to any earlier dates any dates upon which any payments of principal, interest or other amounts are due thereon, (C) change any event of default or condition to an event of default with respect thereto (other than to eliminate any such existing event of default or make it more favorable to the applicable Borrower), (D) change any affirmative or negative covenant in any significant respect (other than to eliminate such covenant or make it more favorable to the applicable Borrower), (E) change the redemption, prepayment or defeasance provisions thereof (other than any change which would make such provisions more favorable to the applicable Borrower)or (F) make any other amendment or modification which, together with all other amendments or modifications made, would increase materially the obligations of the obligor thereunder or to confer any additional rights on the holders of such Indebtedness which would be adverse to any Borrower or Guarantor or to the Agent or any Banks, or, (ii) other than the Indebtedness to the Banks and the Agent pursuant hereto, make, or permit any Subsidiary to make, any optional payment, defeasance (whether a covenant defeasance, legal defeasance or other defeasance), prepayment or redemption of any of its or any of its Subsidiaries' Subordinated Debt or other Indebtedness or amend or modify, or consent or agree to any amendment or modification of, any instrument or agreement under which any of its Subordinated Debt is issued or created or otherwise related thereto, or enter into any agreement or arrangement providing for any the defeasance of any kind of any of its Subordinated Debt, or designate any Indebtedness (other than the Lender such Indebtedness) as Designated Senior Debt under the Subordinated Debt Documents, provided that the Company may prepay Seller Notes if immediately before and after (on a pro form basis acceptable to the Agent and supported by any such certificates or opinions as existing Indebtedness may be reasonably required by the Agent) refinanced and extended provided that such prepayment: (i) no Unmatured Event or Event of Default shall exist or shall have occurred and be continuing, (ii) the representations and warranties contained in the Loan Documents shall be true and correct in all material respects as if made on the date such prepayment is made, (iii) the aggregate amount of Cash Equivalents on hand of the Company plus the amount that the Company is able to borrow in Revolving Credit Loans after giving effect to such prepayment is and will be at least $5,000,000 above refinancing does not decrease the amount of working capital required for or allow any payment on such Indebtedness other than those currently required, shorten the Company over maturity of any such twelve month period of timeIndebtedness, as demonstrated to the Agent's reasonable satisfaction including any installments due on such Indebtedness, or impose any more restrictive covenants or defaults than imposed by such pro forma financial statements and projections as required by the Agent, and (iv) the Adjusted Total Debt to Adjusted EBITDA Ratio is at least 0.25 below the level required under this Agreementexisting Indebtedness.

Payments and Modification of Debt. MakeThe Company will not, or nor will it permit any Subsidiary to maketo, (i) make any optional payment, defeasance (whether a covenant defeasance, legal defeasance or other defeasance), prepayment prepayment, repurchase (including without limitation any offer to repurchase or other payment based on excess cash flow or any similar terms, whether optional or mandatory, it being acknowledged and agreed that any such payment based on excess cash flow or any similar terms that is mandatory may be prohibited by the terms of this Agreement and is so prohibited) or other redemption of any of its or any of its Subsidiaries' Subordinated Debt, Second Secured Debt, Third Secured Term Loan Debt, Fourth Secured Term Loan Debt or other Indebtedness, other than (A) the Secured Obligations, (B) in the case of Indebtedness that is not Subordinated Debt, Second Secured Debt, Third Secured Term Loan Debt or Fourth Secured Term Loan Debt and if no Unmatured Default or Default exists or would be caused thereby, payments of revolving credit facilities by Foreign Subsidiaries in the ordinary course of business (provided such payments are from the revenues of such Foreign Subsidiaries and not, directly or indirectly, from proceeds of any Advances) and prepayments of Indebtedness between the Company and its Subsidiaries or between Subsidiaries of the Company and (C) any optional payment or defeasance or open-market purchase of any Subordinated Debt, Second Secured Debt, Third Secured Term Loan Debt, Fourth Secured Term Loan Debt or other Indebtedness solely with the proceeds of common Capital Stock of the Company or amend or modify, or consent or agree to any amendment or modification of, any instrument or agreement under which any of its with Subordinated Debt is issued or created or otherwise related thereto, or enter into any agreement or arrangement providing for any defeasance of any kind of any of its Subordinated Debt, or designate any Indebtedness (other than the Lender Indebtedness) as Designated Senior Debt under the Subordinated Debt Documents, provided that the Company may prepay Seller Notes if immediately before and after (on a pro form basis acceptable to the Agent and supported by such certificates or opinions as may be reasonably required by the Agent) such prepayment: (i) no Unmatured Event or Event of Default shall exist or shall have occurred and be continuingCompany, (ii) the representations and warranties contained in the Loan Documents shall be true and correct in all material respects as if made on the date such prepayment is made, (iii) the aggregate amount of Cash Equivalents on hand of the Company plus the amount that the Company is able to borrow in Revolving Credit Loans after giving effect to such prepayment is and will be at least $5,000,000 above the amount of working capital required for the Company over such twelve month period of time, as demonstrated to the Agent's reasonable satisfaction by such pro forma financial statements and projections as required by the Agent, and (iv) the Adjusted Total Debt to Adjusted EBITDA Ratio is at least 0.25 below the level required under this Agreement.)

Payments and Modification of Debt. Make(i) Amend or otherwise modify any instrument or agreement under which any of the Borrowers’ or any of their Subsidiaries’ Indebtedness is issued or created or otherwise related thereto, except for any amendment which does not (A) increase the interest rate, fees or other amounts payable thereon, (B) change to any earlier dates any dates upon which any payments of principal, interest or other amounts are due thereon, (C) change any event of default or condition to an event of default with respect thereto (other than to eliminate any such existing event of default or make it more favorable to the applicable Borrower or to conform such default to a comparable Event of Default contained in this Agreement), (D) change any affirmative or negative covenant in any significant respect (other than to eliminate such covenant or make it more favorable to the applicable Borrower or to conform any such covenants to covenants contained in this Agreement or to make any financial covenants more restrictive than the financial covenants contained in this Agreement), (E) change the redemption, prepayment or defeasance provisions thereof (other than any change which would make such provisions more favorable to the applicable Borrower) or (F) make any other amendment or modification which, together with all other amendments or modifications made, would increase materially the obligations of the obligor thereunder or confer any additional rights on the holders of such Indebtedness which would be adverse to any Borrower or Guarantor or to the Agent or any Banks, or (ii) other than the Indebtedness to the Banks and the Agent pursuant hereto, make, or permit any Subsidiary to make, any optional payment, defeasance (whether a covenant defeasance, legal defeasance or other defeasance), prepayment or redemption of any of its or any of its Subsidiaries' Subordinated Debt or other ’ Indebtedness or amend or modify, or consent or agree to any amendment or modification of, any instrument or agreement under which any of its Subordinated Debt is issued or created or otherwise related thereto, or enter into any agreement or arrangement providing for any the defeasance of any kind of any of its Subordinated Debt, or designate any Indebtedness (other than the Lender such Indebtedness) as Designated Senior Debt under the Subordinated Debt Documents, provided that the Company may prepay Seller Notes if immediately before and after (on a pro form basis acceptable to the Agent and supported by any such certificates or opinions as existing Indebtedness may be reasonably required by the Agent) refinanced and extended provided that such prepayment: (i) no Unmatured Event or Event of Default shall exist or shall have occurred and be continuing, (ii) the representations and warranties contained in the Loan Documents shall be true and correct in all material respects as if made on the date such prepayment is made, (iii) the aggregate amount of Cash Equivalents on hand of the Company plus the amount that the Company is able to borrow in Revolving Credit Loans after giving effect to such prepayment is and will be at least $5,000,000 above refinancing does not decrease the amount of working capital required for or allow any payment on such Indebtedness other than those currently required, shorten the Company over maturity of any such twelve month period of timeIndebtedness, as demonstrated to the Agent's reasonable satisfaction including any installments due on such Indebtedness or impose any more restrictive covenants or defaults than imposed by such pro forma financial statements and projections as required by the Agent, and (iv) the Adjusted Total Debt to Adjusted EBITDA Ratio is at least 0.25 below the level required under this Agreementexisting Indebtedness.