Common use of Prepayments, Etc Clause in Contracts

Prepayments, Etc. of Debt. Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled amortization or maturity thereof in any manner, or make any payment in violation of any subordination terms of, any Debt except (i) the payment or prepayment of any or all of the Obligations under the Loan Documents, (ii) the Capital Lease Amendment Payments, (iii) the Contingent Payments, and (iv) regularly scheduled or required repayments or redemptions of Surviving Debt, or amend, modify or change in any manner any term or condition of any Surviving Debt, except for any amendment, modification or change of Surviving Debt (except as provided in any of clauses (i) through (iii) above or otherwise in this Agreement) that (A) could not reasonably be expected to have a Material Adverse Effect, (B) would not accelerate the scheduled amortization of such Surviving Debt and (C) would not increase the applicable interest rate of such Surviving Debt, or permit any of its Subsidiaries to do any of the foregoing other than to prepay any Debt payable to the Borrower or another Subsidiary of the Parent; provided, that, notwithstanding the foregoing, the Parent and its Subsidiaries may (1) consummate any Permitted Refinancing (and thereafter make any regularly scheduled or required repayment or redemptions of Debt incurred in connection with such Permitted Refinancing) and (2) repay or refinance the Debt under the Loan Documents in full or in such other amount as is approved by the Required Lenders pursuant to Section 5.02(b)(viii).

Prepayments, Etc. of Debt. Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled amortization or maturity thereof in any manner, or make any payment in violation of any subordination terms of, any Debt except (i) the payment or prepayment of any or all of the Obligations under the First Lien Loan Documents or the Refinanced First Lien Loan Documents in accordance with the terms thereof, (ii) subject to the Intercreditor and Subordination Agreement, the payment or prepayment of any or all of the Obligations under the Loan Documents, (iiiii) the Capital Lease Amendment Payments, (iiiiv) the Contingent Payments, (v) the payment or prepayment of any or all of the Obligations under the NTFC Capital Lease or the GECC Capital Lease in accordance with the terms thereof, and (ivvi) regularly scheduled or required repayments or redemptions of Surviving Debt, or amend, modify or change in any manner any term or condition of any Surviving Debt, except for any amendment, modification or change of Surviving Debt (except as provided in any of clauses (i) through (iiiv) above or otherwise in this Agreement) that (A) could not reasonably be expected to have a Material Adverse Effect, (B) would not accelerate the scheduled amortization of such Surviving Debt and (C) would not increase the applicable interest rate of such Surviving Debt, or permit any of its Subsidiaries to do any of the foregoing other than to prepay any Debt payable to the Borrower or another Subsidiary of the Parent; provided, that, notwithstanding the foregoing, the Parent and its Subsidiaries may (1) consummate any Permitted Refinancing, Receivables Financing, Replacement Financing or Existing Debt Refinancing (and thereafter make any regularly scheduled or required repayment repayments or redemptions of Debt incurred in connection with any such Permitted Refinancing, Receivables Financing, Replacement Financing or Existing Debt Refinancing) and (2) repay or refinance the Debt under the Loan Documents in full or in such other amount as is approved by the Required Lenders or, pursuant to Section 5.02(b)(viii5.02(b)(v)(B), in part.

Prepayments, Etc. of Debt. Prepay, redeem, purchase, defease defease, exchange or otherwise satisfy prior to the scheduled amortization or maturity thereof in any manner, or make any payment in violation of any subordination terms of, any Debt (each, a “prepayment”), except (i) the payment or prepayment of any or all of the Obligations advances under the Loan DocumentsRevolving Credit Facility in accordance with the terms thereof, (ii) the Capital Lease Amendment Paymentsprepayment of the Term Loan Advances in accordance with the terms of this Agreement, (iii) the Contingent Paymentsrepayment of Debt under the Bridge Loan with the proceeds of the issuance of the Senior Notes, and (iv) after the consummation of the Merger, prepayment of any Debt of Elk or any of its Subsidiaries, (v) prepayment of the respective Debt with proceeds of a refinancing of such Debt permitted under Section 5.02(b), (vi) regularly scheduled or required repayments or redemptions of Surviving Debt, (vii) mandatory prepayment of Debt under the Bridge Loan Facility in accordance with the terms thereof, (viii) prepayment of the respective Debt with proceeds of a refinancing of such Debt permitted under Section 5.02(b) and (ix) so long as, in each case, both at the time of such payment and after giving pro forma effect thereto, no Default or Event of Default shall have occurred and be continuing prepayment of Debt owing to G-I Holdings or BMCA Holdings in an aggregate maximum principal amount of $50,000,000; or, if the Loan Parties, the Administrative Agent or the Lenders will be materially and adversely affected thereby, amend, modify or change in any material manner any term or condition of any Surviving Debt, except for any amendment, modification Debt or change of Surviving Debt (except as provided in any of clauses (i) through (iii) above or otherwise in this Agreement) that (A) could not reasonably be expected to have a Material Adverse Effect, (B) would not accelerate the scheduled amortization of such Surviving Debt and (C) would not increase the applicable interest rate of such Surviving Subordinated Debt, or permit any of its Subsidiaries to do any of the foregoing other than to prepay any Debt payable to the Borrower BMCA or another Subsidiary of the Parent; provided, that, notwithstanding the foregoing, the Parent and its Subsidiaries may (1) consummate any Permitted Refinancing (and thereafter make any regularly scheduled or required repayment or redemptions of Debt incurred in connection with such Permitted Refinancing) and (2) repay or refinance the Debt under the other Loan Documents in full or in such other amount as is approved by the Required Lenders pursuant to Section 5.02(b)(viii)Party.

Prepayments, Etc. of Debt. Prepay, redeem, purchase, defease defease, exchange or otherwise satisfy prior to the scheduled amortization or maturity thereof in any manner, or make any payment in violation of any subordination terms of, any Debt (each, a “prepayment”), except (i) the payment or prepayment of any or all the Advances in accordance with the terms of the Obligations under the Loan Documentsthis Agreement, (ii) the Capital Lease Amendment Paymentsmandatory prepayment of Debt under the Term Loan Facility in accordance with the terms thereof, (iii) the Contingent Paymentsrepayment of Debt under the Bridge Loan Facility with the proceeds of the issuance of the Senior Notes and the mandatory prepayment of Debt under the Bridge Loan Facility in accordance with the terms thereof, and (iv) after the consummation of the Merger, prepayment of any Debt of Elk or any of its Subsidiaries, (v) prepayment of the respective Debt with proceeds of a refinancing of such Debt permitted under Section 5.02(b), (vi) regularly scheduled or required repayments or redemptions of Surviving Debt, and (vii) so long as, in each case, both at the time of such payment and after giving pro forma effect thereto, (x) no Default or Event of Default shall have occurred and be continuing, and (y) after giving effect to such transaction, the Available Liquidity (as certified to the Administrative Agent by a Responsible Financial Officer of BMCA) shall equal or exceed (A) in the case of any prepayment of Debt owing to G-I Holdings or BMCA Holdings Corporation, $25,000,000 or (B) otherwise, the Specified Liquidity Amount, prepayment of any Debt (“Permitted Debt Repurchases”); or, if the Loan Parties, the Administrative Agent or the Lenders will be materially and adversely affected thereby, amend, modify or change in any material manner any term or condition of any Surviving Debt, except for any amendment, modification Debt or change of Surviving Debt (except as provided in any of clauses (i) through (iii) above or otherwise in this Agreement) that (A) could not reasonably be expected to have a Material Adverse Effect, (B) would not accelerate the scheduled amortization of such Surviving Debt and (C) would not increase the applicable interest rate of such Surviving Subordinated Debt, or permit any of its Subsidiaries to do any of the foregoing other than to prepay any Debt payable to the Borrower BMCA or another Subsidiary of the Parent; provided, that, notwithstanding the foregoing, the Parent and its Subsidiaries may (1) consummate any Permitted Refinancing (and thereafter make any regularly scheduled or required repayment or redemptions of Debt incurred in connection with such Permitted Refinancing) and (2) repay or refinance the Debt under the other Loan Documents in full or in such other amount as is approved by the Required Lenders pursuant to Section 5.02(b)(viii)Party.

Prepayments, Etc. of Debt. (i) Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled amortization or maturity thereof in any manner, or make any payment in violation of any subordination terms of, any Debt except Debt, other than (iA) the payment or prepayment of any or all the Advances in accordance with the terms of the Obligations under the Loan Documentsthis Agreement, (ii) the Capital Lease Amendment Payments, (iii) the Contingent Payments, and (ivB) regularly scheduled or required repayments or redemptions of Surviving Debt, (C) in connection with any acquisition of a company or business pursuant to Section 5.02(f)(ix), the prepayment, redemption, purchase, defeasance or other satisfaction of existing Debt of such company or business to the extent required by the terms of such Debt and (D) the prepayment of any portion of the Subordinated Notes (including, without limitation, any premium thereon and expenses incurred in connection therewith) with a portion of the Net Cash Proceeds received by the Borrower from the IPO to the extent such Net Cash Proceeds are not required to be used to prepay Working Capital Advances in accordance with Section 2.06(b)(ii)(B) or (ii) amend, modify or change in any manner any term or condition of any Surviving Debt, except for any amendment, modification Debt or change of Surviving Subordinated Debt (except as provided in any manner that would impair in any material respect the value of clauses (i) through (iii) above the interests or otherwise rights of the Borrower or any of its Subsidiaries thereunder or that would impair in this Agreement) that (A) could not reasonably be expected to have a Material Adverse Effect, (B) would not accelerate any material respect the scheduled amortization rights or interests of such Surviving Debt and (C) would not increase the applicable interest rate of such Surviving Debtany Agent or any Lender Party, or permit any of its Subsidiaries to do any of the foregoing other than to prepay any Debt payable to the Borrower or another Subsidiary of the Parent; provided, that, notwithstanding the foregoing, the Parent and its Subsidiaries may (1) consummate any Permitted Refinancing (and thereafter make any regularly scheduled or required repayment or redemptions of Debt incurred in connection with such Permitted Refinancing) and (2) repay or refinance the Debt under the other Loan Documents in full or in such other amount as is approved by the Required Lenders pursuant to Section 5.02(b)(viii)Party.

Prepayments, Etc. of Debt. Prepay, redeem, purchase, defease or otherwise satisfy or make any unscheduled payment, in each case, prior to the scheduled amortization or maturity thereof in any manner, whether directly or indirectly, or make any payment in violation of any subordination terms of, any Debt except (i) the payment Debt, [Deleted: or prepayment permit any of its Regulated Subsidiaries to do any or all of the Obligations under foregoing (other than prepay any Debt payable to the Loan Documents, (ii) the Capital Lease Amendment Payments, (iii) the Contingent Payments, and (iv) regularly scheduled or required repayments or redemptions of Surviving Debt, Borrower),] or amend, modify or change in any manner any material term or condition of any Surviving Debt, except for any amendment, modification or change of Surviving Debt (except as provided in any of clauses other than (i) through prepayment of Debt outstanding under this Agreement, (ii) [Deleted: in the case of the Regulated Subsidiaries, prepayments of any Debt owed by such Regulated Subsidiary to another Regulated Subsidiary or the Borrower, (iii)] to the extent required to effectuate or resulting from any sale of Assets which is permitted under Section 5.02(e)[Deleted: , (iv) above in the case of MPC, prepayments of Debt outstanding under the MPC Credit Agreement, (v) in the case of WPPC, prepayments of Debt incurred pursuant to Section 5.02(b)(xix), and (vi) in the case of the Borrower and its Regulated Subsidiaries,] [Inserted: and (iii)] any other prepayment or otherwise in this Agreement) that redemption of Debt (A) could not reasonably which is refinanced and prepaid with the proceeds of Permitted Refinancing Debt permitted to be expected to have a Material Adverse Effectincurred under Section 5.02(b)(xvii), or (B) would not accelerate with a maturity date prior to the scheduled amortization Final Maturity Date; provided that, except where such prepayment or redemption is or is to be made with the proceeds of Permitted Refinancing Debt permitted to be incurred under Section 5.02(b)(xvii), after giving pro forma effect to such Surviving Debt prepayment or redemption the Liquidity Amount is equal to or greater than $275,000,000 and (C) would not increase the applicable interest rate of such Surviving Debt, or permit any of its Subsidiaries to do any aggregate amount of the foregoing other Unused Commitments is equal to or greater than to prepay any Debt payable to the Borrower or another Subsidiary of the Parent$100,000,000[Deleted: ; provided, that, and provided further that notwithstanding the foregoing, the Parent and its Subsidiaries may (1) consummate any Permitted Refinancing (and thereafter Borrower shall in no event make any regularly scheduled prepayment or required repayment or redemptions redemption of Debt incurred in connection with such Permitted Refinancing) and (2) repay or refinance the Debt under the Loan Documents in full or in such other amount as is approved by the Required Lenders pursuant to Section 5.02(b)(viii)Convertible Bonds].

Prepayments, Etc. of Debt. Prepay, redeem, purchase, defease or otherwise satisfy or make any unscheduled payment, in each case prior to the scheduled amortization or maturity thereof in any manner, whether directly or indirectly, or make any payment in violation of any subordination terms of, any Debt except (i) the payment or prepayment of any or all of the Obligations under the Loan Documents, (ii) the Capital Lease Amendment Payments, (iii) the Contingent Payments, and (iv) regularly scheduled or required repayments or redemptions of Surviving Debt, or amend, modify or change in any manner any term or condition of any Surviving Debt, except for any amendment, modification or change of Surviving Debt (except as provided in any of clauses (i) through (iii) above or otherwise in this Agreement) that (A) could not reasonably be expected to have a Material Adverse Effect, (B) would not accelerate the scheduled amortization of such Surviving Debt and (C) would not increase the applicable interest rate of such Surviving Debt, or permit any of its Subsidiaries to do any of the foregoing (other than to prepay any Debt payable to the Borrower), or amend, modify or change in any manner any material term or condition of any Debt (including the Bond Instruments and the Senior Note Indenture), other than (i) in the case of the Borrower or another only, for, and in connection with, the prepayment of Debt outstanding under this Agreement, (ii) in the case of any Subsidiary of the Parent; providedBorrower, thatprepayments of any Debt owed by such Subsidiary to the Borrower, notwithstanding (iii) in the foregoingcase of the Borrower and its Subsidiaries, prepayments of Debt permitted to be outstanding under Section 5.02(b)(xvii) or any other Debt which is refinanced and prepaid with the proceeds of Permitted Refinancing Debt permitted to be incurred under Section 5.02(b), (iv) prepayments of Debt in an aggregate amount not to exceed the amount permitted to be distributed to the Parent as dividends under Section 5.02(g)(i), (v) prepayments of Debt in an aggregate amount not to exceed the Net Cash Proceeds received by the Borrower and its Subsidiaries may in respect of the sale or issuance of any Equity Interests by the Borrower or its Subsidiaries (1other than any such issuance or sale to the Borrower or any other Subsidiary of the Borrower) consummate or any Permitted Refinancing (sale, transfer or other disposition of Assets by the Borrower or its Subsidiaries and thereafter make any regularly scheduled or required repayment or redemptions not otherwise applied to the prepayment of Debt incurred in connection with such Permitted Refinancing) and (2) repay or refinance the Debt outstanding under the Loan Documents in full or in such other amount as is approved by the Required Lenders this Agreement pursuant to Section 5.02(b)(viii2.06, (vi) with respect to Debt permitted to be outstanding under Section 5.02(b)(xxiii), (vii) the redemption of the Senior Notes on the Second Draw Date, or (viii) to the extent required to effectuate any sale, transfer or other disposition of Assets which is permitted under Section 5.02(e).

Prepayments, Etc. of Debt. Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled amortization or maturity thereof in any manner, or make any payment in violation of any subordination terms of, any Debt Debt, except prior to the initial Borrowings on the Closing Date (x) to the extent permitted under Section 7.08 of the Existing Parent Credit Agreement (as in effect on the date hereof) or (y) any other transaction to the extent the restriction of such transaction is prohibited by Section 7.17 of the Existing Parent Credit Agreement (as in effect on the date hereof), and from and after the initial Borrowings on the Closing Date except (ia) the payment or prepayment of any or all the Credit Extensions in accordance with the terms of the Obligations under the Loan Documentsthis Agreement, (iib) the Capital Lease Amendment Paymentsprepayment of trade Debt to receive discounts or other favorable payment terms or incentives, (iii) the Contingent Payments, and (ivc) regularly scheduled or required repayments or redemptions of Surviving Debt, (c or any other Debt permitted by Section 7.02 (so long as any such repayment or redemption is not in violation of any subordination agreement applicable thereto), (d) prepayment of Debt evidenced by a Shareholder Subordinated Note to the extent permitted by Section 7.07(a) and, (de) prepayment of Debt payable to Parent or any of its Subsidiaries permitted to be made in accordance with the terms of the Intercompany Subordination Agreement, (f) refinancings, refundings, renewals, extensions or exchanges of Debt permitted by Section 7.02 with other Debt permitted by Section 7.02, in each case, to the extent not prohibited by any subordination agreement applicable thereto, and (g) other optional prepayments or redemptions of Debt permitted by Section 7.02 to the extent not prohibited by any subordination agreement applicable thereto, provided that no Default or Event of Default shall have occurred and be continuing at the time of, or after giving effect to, such prepayment or redemption; or amend, modify or change in any manner any term or condition of any Surviving Debt, except for any amendment, modification or change of Surviving Debt (except as provided in any of clauses (i) through (iii) above or otherwise in this Agreement) that (A) could not reasonably be expected to have a Material Adverse Effect, (B) would not accelerate the scheduled amortization of such Surviving Debt and (C) would not increase the applicable interest rate of such Surviving Debt, or permit any of its Subsidiaries Subsidiary of Parent to do any of the foregoing other than to prepay any Debt payable to the Borrower or another Subsidiary of the Parent; provided, that, notwithstanding the foregoing, the Parent and its Subsidiaries may (1) consummate any Permitted Refinancing (and thereafter make any regularly scheduled or required repayment or redemptions of Debt incurred in connection with such Permitted Refinancing) and (2) repay or refinance the Debt under the Loan Documents in full or in such other amount as is approved by the Required Lenders pursuant to Section 5.02(b)(viii).

Prepayments, Etc. of DebtIndebtedness. (a) Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled amortization or maturity thereof in any manner, manner (it being understood that payments of regularly scheduled interest shall be permitted) any Permitted Senior Indebtedness or any Junior Financing or make any payment in violation of any subordination terms ofof any Permitted Subordinated Indebtedness, any Debt except (i) the payment or prepayment refinancing thereof with the Net Cash Proceeds of any Permitted Subordinated Indebtedness, Permitted Holdco Debt or all Permitted Equity Issuance or, in the case of Permitted Senior Indebtedness, other Permitted Senior Indebtedness, Permitted Holdco Debt or Permitted Equity Issuance, in each case to the Obligations under the Loan Documentsextent not required to prepay any Loans pursuant to Section 2.05(b), (ii) the Capital Lease Amendment Payments, conversion of any 108 Junior Financing or Permitted Senior Indebtedness to Equity Interests (other than Disqualified Equity Interests) and (iii) the Contingent Paymentsso long as no Event of Default has occurred and is continuing or would result therefrom, and (iv) regularly scheduled prepayments, redemptions or required repayments repurchases of Permitted Senior Indebtedness or redemptions of Surviving DebtJunior Financing in an aggregate amount not to exceed $50,000,000 in any fiscal year, or (b) amend, modify or change in any manner materially adverse to the interests of the Administrative Agent or the Lenders any term or condition of any Surviving Debt, except for Permitted Senior Indebtedness or any amendment, modification or change of Surviving Debt (except as provided in any of clauses (i) through (iii) above or otherwise in this Agreement) that (A) could not reasonably be expected to have a Material Adverse Effect, (B) would not accelerate Junior Financing Documentation without the scheduled amortization of such Surviving Debt and (C) would not increase the applicable interest rate of such Surviving Debt, or permit any of its Subsidiaries to do any consent of the foregoing other than to prepay any Debt payable to the Borrower or another Subsidiary of the Parent; provided, that, notwithstanding the foregoing, the Parent and its Subsidiaries may (1) consummate any Permitted Refinancing (and thereafter make any regularly scheduled or required repayment or redemptions of Debt incurred in connection with such Permitted Refinancing) and (2) repay or refinance the Debt under the Loan Documents in full or in such other amount as is approved by the Required Lenders pursuant to Section 5.02(b)(viii)Administrative Agent.

Prepayments, Etc. of Debt. Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled amortization or maturity thereof in any manner, or make any payment in violation of any subordination terms of, any Debt Debt, except (i) the payment or prepayment of any or all the Advances in accordance with the terms of the Obligations under the Loan Documentsthis Agreement, (ii) the Capital Lease Amendment Payments, (iii) the Contingent Payments, and (iv) regularly scheduled or required repayments or redemptions of Surviving DebtDebt permitted under Section 5.02(b) and (iii) any exchange of the 7% Senior Notes for common Equity Interests of the Borrower, or amend, modify or change in any manner any term or condition of any Surviving DebtDebt or the 7% Senior Notes, except for other than any amendment, modification or change of Surviving Debt (except as provided in any of clauses (i) through (iii) above or otherwise in this Agreement) that (A) which could not be reasonably be expected likely to have a Material Adverse Effect, (B) would not accelerate the scheduled amortization of such Surviving Debt and (C) would not increase the applicable interest rate of such Surviving Debt, or permit any of its Subsidiaries to do any of the foregoing other than to prepay any Debt payable to the Borrower or another Subsidiary Borrower.” The provisions of this Letter Amendment shall become effective as of the Parent; date first above written, provided, however, that the Administrative Agent shall have first received (i) counterparts of this Letter Amendment executed by the Borrower and the Required Lenders and (ii) counterparts of the Consent to this Letter Amendment executed by each Subsidiary Guarantor. The Borrower hereby confirms that on and as of the date hereof and after giving effect to the terms of this Letter Amendment (i) the representations and warranties contained in the Loan Documents are correct in all material respects (other than any such representations and warranties, that, notwithstanding by their terms, refer to a specific date), and (ii) no event has occurred and is continuing which constitutes a Default. The Credit Agreement and each of the other Loan Documents, except to the extent they are modified by the amendment specifically set forth above, are and shall continue to be in full force and effect and are hereby in all respects ratified and confirmed. Without limiting the generality of the foregoing, the Parent Loan Documents and its Subsidiaries may (1) consummate any Permitted Refinancing (all of the Collateral described therein do and thereafter make any regularly scheduled or required repayment or redemptions shall continue to secure the payment of Debt incurred in connection with such Permitted Refinancing) and (2) repay or refinance all Obligations of the Debt Loan Parties under the Loan Documents Documents. The execution, delivery and effectiveness of this Letter Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of any Lender Party or the Administrative Agent under the Credit Agreement or any other Loan Document, nor constitute a waiver of any provision of the Credit Agreement or any other Loan Document. If you agree to the terms and provisions of this Letter Amendment, please evidence such agreement by executing and returning at least two counterparts first via facsimile then by mail to Xxxxxx Xxxxxxxxx at Shearman & Sterling, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, XX 00000, facsimile (000) 000-0000. This Letter Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Letter Amendment by telecopier shall be effective as delivery of a manually executed counterpart of this Letter Amendment. This Letter Amendment shall be governed by, and construed in accordance with, the laws of the State of New York. Very truly yours, PACIFICARE HEALTH SYSTEMS, INC., as Borrower By /s/ Xxx X. Xxxxx Title: VP Treasurer BANK OF AMERICA, N.A., as Administrative Agent, Collateral Agent and as Initial Lender By /s/ Xxxxxx X. Xxxxx Title: Principal Initial Lenders AIB INTERNATIONAL FINANCE By /s/ Xxxxx X. X’Xxxxx Title: Director THE BANK OF NEW YORK By /s/ Xxxxxxx X. Xxxxxx Title: Vice President THE BANK OF NOVA SCOTIA By /s/ X. X. Xxxxxxxx Title: Director BANK ONE NA By /s/ Xxxxxx Xxxxxx Title: First Vice President BNP PARIBAS By /s/ Xxxxx X. Helkow Title: Director By /s/ Xxxxx X. March Title: Vice President THE CHASE MANHATTAN BANK By /s/ Xxxx Xxx Xxx Title: Vice President CIBC INC. By /s/ Xxxxxxx Xxxxx Title: Executive Director CITIBANK DELAWARE By /s/ Xxxxxx Xxxxxxx Title: Vice President CITIBANK, N.A. By /s/ Xxxxxx Xxxxxxx Title: Vice President CREDIT LYONNAIS By /s/ C. Heidsieck Title: Senior Vice President CREDIT SUISSE FIRST BOSTON By /s/ Xxxxxxx X. Xxxxxxx Title: Vice President By /s/ Xxxxx X. Xxxxxx Title: Assistant Vice President THE DAI-ICHI KANGYO BANK, LTD. By /s/ XXXX XXXXX Title: Senior Vice President THE INDUSTRIAL BANK OF JAPAN, LIMITED By /s/ X. Xxxxxxxx Title: Joint General Manager INTESABCI-NEW YORK BRANCH By /s/ Xxxxx Xxxxxx Title: Vice President By /s/ X. Xxxxxxxxx Title: Vice President XXXXXX GUARANTY TRUST COMPANY By /s/ Xxxxxxx Xxxxxxxxx Title: Vice President SOCIETE GENERALE By /s/ Xxxxxxx Xxxxxx Title: Director SUMITOMO MITSUI BANKING CORP. By /s/ Xx Xxxxxxxx Title: Senior Vice President SUNTRUST BANK By /s/ Xxxxxxx X. Xxxxxxxx Title: Vice President UNION BANK OF CALIFORNIA, N.A. By /s/ Xxxxx XxXxxx Title: XXXXX FARGO BANK, NATIONAL ASSOCIATION By /s/ Xxxx Xxxxx Title: Vice President Dated as of August 30, 2001 Each of the undersigned, as Subsidiary Guarantors under the Credit Agreement dated as of August 20, 2001 (the “Credit Agreement”) in favor of the Lender Parties to the Credit Agreement referred to in the foregoing Letter Amendment dated as of the date hereof, hereby consent to the said Letter Amendment and hereby confirm and agree that the Subsidiary Guaranty is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects except that, upon the effectiveness of, and on and after the date of, the said Letter Amendment, each reference in the Credit Agreement to the Loan Documents or in any “thereof”, “thereunder”, “thereof” or words of like import shall mean and be a reference to the Loan Documents or such other amount Loan Document as is approved amended by the Required Lenders pursuant to Section 5.02(b)(viii)said Letter Amendment.

Prepayments, Etc. of Debt. Prepay, redeem, purchase, defease defease, exchange or otherwise satisfy prior to the scheduled amortization or maturity thereof in any manner, or make any payment in violation of any subordination terms of, any Debt Debt, except (i) the payment or prepayment of any or all the Advances in accordance with the terms of the Obligations under the Loan Documentsthis Agreement, (ii) the Capital Lease Amendment Payments, (iii) the Contingent Payments, and (iv) regularly scheduled or required repayments or redemptions of Surviving DebtDebt and (iii) so long as (x) the Borrower is in pro forma compliance with all of the covenants set forth in Section 5.04 (such compliance to be determined on the basis of the required financial information most recently delivered to the Administrative Agent and the Lender Parties as though such transaction had been consummated as of the first day of such fiscal period covered thereby), (y) no Event of Default shall have occurred and be continuing, and (z) after giving effect to such transaction, the Borrower has pro forma Liquidity (as certified to the Administrative Agent by a Responsible Financial Officer of the Borrower) equal to or exceeding the Specified Liquidity Amount at such time, purchases or redemptions of any Debt ("PERMITTED DEBT Repurchases"), so long as the aggregate amount paid in connection with such Permitted Debt Repurchases (when taken together with the Permitted Acquisitions and the Permitted Advances) shall not exceed the Special Payments Basket on such date (as certified to the Administrative Agent by a Responsible Financial Officer of the Borrower); or amend, modify or change in any material manner any term or condition of any Surviving Debt, except for any amendment, modification Debt or change of Surviving Debt (except as provided in any of clauses (i) through (iii) above or otherwise in this Agreement) that (A) could not reasonably be expected to have a Material Adverse Effect, (B) would not accelerate the scheduled amortization of such Surviving Debt and (C) would not increase the applicable interest rate of such Surviving Subordinated Debt, or permit any of its Subsidiaries to do any of the foregoing other than to prepay any Debt payable to the Borrower or another Subsidiary of the Parent; provided, that, notwithstanding the foregoing, the Parent and its Subsidiaries may (1) consummate any Permitted Refinancing (and thereafter make any regularly scheduled or required repayment or redemptions of Debt incurred in connection with such Permitted Refinancing) and (2) repay or refinance the Debt under the Loan Documents in full or in such other amount as is approved by the Required Lenders pursuant to Section 5.02(b)(viii)Borrower.

Prepayments, Etc. of Debt. Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled amortization or maturity thereof in any manner, or make any payment in violation of any subordination terms of, any Debt Debt, except (i) the payment or prepayment of any or all the Advances in accordance with the terms of the Obligations under the Loan Documentsthis Agreement, (ii) the Capital Lease Amendment Payments, (iii) the Contingent Payments, and (iv) regularly scheduled or required repayments or redemptions of Surviving DebtDebt permitted under Section 5.02(b) and (iii) any exchange of the 7% Senior Notes for common Equity Interests of the Borrower, or amend, modify or change in any manner any term or condition of any Surviving DebtDebt or the 7% Senior Notes, except for other than any amendment, modification or change of Surviving Debt (except as provided in any of clauses (i) through (iii) above or otherwise in this Agreement) that (A) which could not be reasonably be expected likely to have a Material Adverse Effect, (B) would not accelerate the scheduled amortization of such Surviving Debt and (C) would not increase the applicable interest rate of such Surviving Debt, or permit any of its Subsidiaries to do any of the foregoing other than to prepay any Debt payable to the Borrower or another Subsidiary Borrower." The provisions of this Letter Amendment shall become effective as of the Parent; date first above written, provided, however, that the Administrative Agent shall have first received (i) counterparts of this Letter Amendment executed by the Borrower and the Required Lenders and (ii) counterparts of the Consent to this Letter Amendment executed by each Subsidiary Guarantor. The Borrower hereby confirms that on and as of the date hereof and after giving effect to the terms of this Letter Amendment (i) the representations and warranties contained in the Loan Documents are correct in all material respects (other than any such representations and warranties, that, notwithstanding by their terms, refer to a specific date), and (ii) no event has occurred and is continuing which constitutes a Default. The Credit Agreement and each of the other Loan Documents, except to the extent they are modified by the amendment specifically set forth above, are and shall continue to be in full force and effect and are hereby in all respects ratified and confirmed. Without limiting the generality of the foregoing, the Parent Loan Documents and its Subsidiaries may (1) consummate any Permitted Refinancing (all of the Collateral described therein do and thereafter make any regularly scheduled or required repayment or redemptions shall continue to secure the payment of Debt incurred in connection with such Permitted Refinancing) and (2) repay or refinance all Obligations of the Debt Loan Parties under the Loan Documents Documents. The execution, deliver and effectiveness of this Letter Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of any Lender Party or the Administrative Agent under the Credit Agreement or any other Loan Document, nor constitute a waiver of any provision of the Credit Agreement or any other Loan Document. If you agree to the terms and provisions of this Letter Amendment, please evidence such agreement by executing and returning at least two counterparts first via facsimile then by mail to Laurie Kolpinski at Shearman & Sterling, 599 Lexington Avenue, New Yxxx, XX 00000, xacsimile (212) 893-0425. Xxxx Xxxxxx Xxxxxxxxx may be executed in full or any number of counterparts and by different parties hereto in such other amount separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Letter Amendment by telecopier shall be effective as is approved by delivery of a manually executed counterpart of this Letter Amendment. This Letter Amendment shall be governed by, and construed in accordance with, the Required Lenders pursuant to Section 5.02(b)(viii)laws of the State of New York. Very truly yours, PACIFICARE HEALTH SYSTEMS, INC., as Borrower By -------------------------------------------- Title: BANK OF AMERICA, N.A., as Administrative Agent, Collateral Agent and as Initial Lender By -------------------------------------------- Title: INITIAL LENDERS AIB INTERNATIONAL FINANCE By -------------------------------------------- Title: BANK HAPOALIM BM By -------------------------------------------- Title: THE BANK OF NEW YORK By -------------------------------------------- Title: THE BANK OF NOVA SCOTIA By -------------------------------------------- Title: BANK ONE NA By -------------------------------------------- Title: BNP PARIBAS By -------------------------------------------- Title: THE CHASE MANHATTAN BANK By -------------------------------------------- Title: CIBC INC. By -------------------------------------------- Title: CITIBANK DELAWARE By -------------------------------------------- Title:

Prepayments, Etc. of Debt. Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled amortization or maturity thereof in any manner, or make any payment in violation of any subordination terms of, any Debt Debt, except (i) the payment or prepayment of any or all the Advances in accordance with the terms of the Obligations under the Loan Documentsthis Agreement, (ii) the Capital Lease Amendment Payments, (iii) the Contingent Payments, and (iv) regularly scheduled or required repayments or redemptions of Surviving Debt, (iii) the redemption in full of the CRESTS (A) in an amount (together with any amounts paid pursuant to Section 5.02(g)(iv)) not to exceed the sum of $25,000,000 plus the aggregate amount of cash consideration from the sale of Non-Core Assets or (B) with the proceeds (to the extent such proceeds are not required to be applied to the prepayment of the Advances pursuant to Section 2.06(b)) from the issuance of Equity Interests and (iv) the refinancing in full of any Debt otherwise permitted hereunder, or amend, modify or change in any manner materially adverse to the Lender Parties any term or condition of any Surviving DebtDebt or Subordinated Debt (it being understood that it shall be materially adverse to the Lenders to amend, except for any amendment, modification modify or change any surviving Debt in order to reinstate any Debt of Surviving Debt (except as provided the type described in any of clauses clause (i) through (iii) above or otherwise of the definition thereof in this Agreement) that (A) could not reasonably be expected to have a Material Adverse Effect, (B) would not accelerate the scheduled amortization of such Surviving Debt and (C) would not increase the applicable interest rate respect of such Surviving Debt), or permit any of its Subsidiaries to do any of the foregoing other than to prepay any Debt payable to the Borrower or another Subsidiary of the Parent; provided, that, notwithstanding the foregoing, the Parent and its Subsidiaries may (1) consummate any Permitted Refinancing (and thereafter make any regularly scheduled or required repayment or redemptions of Debt incurred in connection with such Permitted Refinancing) and (2) repay or refinance the Debt under the Loan Documents in full or in such other amount as is approved by the Required Lenders pursuant to Section 5.02(b)(viii)Borrower.

Prepayments, Etc. of DebtOF DEBT. (a) Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled amortization or maturity thereof in any manner, or make any payment in violation of any subordination terms of, any Debt except Debt, other than (i) the payment or prepayment the Advances in accordance with the terms of any or all of the Obligations under the Loan Documentsthis Agreement, (ii) the Capital Lease Amendment Payments, (iii) the Contingent Payments, and (iv) regularly scheduled or required repayments or redemptions of Surviving DebtDebt (including the Senior Notes), (iii) redemption of the Senior Notes with the proceeds of the Term A Advances as contemplated herein and/or redemption of the Senior Notes by the Borrower and reimbursed with such proceeds, (iv) any prepayment of any Debt permitted by Section 6.2(b), and (v) the prepayment of any purchase money Debt or Capitalized Lease Obligations permitted hereunder (A) as a result of the application of casualty insurance or condemnation proceeds, or (B) for the purposes of refinancing such purchase money Debt or Capitalized Lease Obligations, PROVIDED that if such refinancing is consummated with the proceeds of a Resolving Credit Advance (x) the terms of any such refinancing, and of any agreement entered into and of any instrument issued in connection therewith are no more onerous, taken as a whole, than the purchase money Debt or Capitalized Lease being refinanced or are consented to in writing by the Administrative Agent, with the approval of the Required Lenders; and (y) the principal amount of such purchase money Debt or Capitalized Lease Obligation shall not be increased above the amount which, after giving effect to all other purchase money Debt or Capitalized Lease Obligations, as applicable, is permitted hereunder, and the direct and contingent obligors therefor would not be changed, as a result of or in connection with such refinancing; (b) amend, modify or change in any manner any term or condition of any Surviving Debt, except for any Debt if such amendment, modification or change of Surviving Debt (except as provided in any of clauses (i) through (iii) above or otherwise in this Agreement) that (A) could not reasonably be expected to have a Material Adverse Effect, or (Bc) would not accelerate the scheduled amortization of such Surviving Debt and (C) would not increase the applicable interest rate of such Surviving Debt, or permit any of its Subsidiaries to do any of the foregoing other than to prepay repay any Debt payable to the Borrower or another Subsidiary of the Parent; provided, that, notwithstanding the foregoing, the Parent and its Subsidiaries may (1) consummate any Permitted Refinancing (and thereafter make any regularly scheduled or required repayment or redemptions of Debt incurred in connection with such Permitted Refinancing) and (2) repay or refinance the Debt under the Loan Documents in full or in such other amount as is approved by the Required Lenders pursuant to Section 5.02(b)(viii)Subsidiary.

Prepayments, Etc. of Debt. Prepay, redeem, purchase, defease or otherwise satisfy satisfy, in each case, prior to the scheduled amortization or maturity thereof in any manner, or make any payment in violation of any subordination terms of, any Debt except (i) the payment or prepayment of any or all of that is subordinated to the Obligations of Borrower under the Loan Documents, except: (iia) the Capital Lease Amendment Payments[reserved], (iii) the Contingent Payments, and (ivb) regularly scheduled or required repayments or redemptions of Surviving Existing Debt, the Term Loan and other Debt permitted under Section 6.01(s), (c) any prepayments or amendredemptions of Existing Debt in connection with a refunding, modify renewal, replacement, restructuring, refinancing, purchase, defeasement or change other satisfaction of such Existing Debt permitted by Section 6.01(c), (d) the repayment, purchase, defeasement or other satisfaction or prepayment of the amounts under, and in any manner any term accordance with, documentation with respect to Debt permitted by Section 6.01(b) or condition Section 6.01(r) on the terms contained therein so long as in the case of any Surviving Debtvoluntary prepayment, except purchase, redemption or other acquisition for value the Payment Condition is SECOND AMENDED AND RESTATED ABL CREDIT AGREEMENT satisfied; provided that nothing herein shall prevent Navistar International from prepaying the Senior Notes with sources of funds other than from Borrower, (e) the repayment or prepayment of the amounts under, and in accordance with, documentation with respect to Debt permitted by Section 6.01(e) or, so long as no Specified Default or Event of Default is then continuing or would result therefrom, Section 6.01(s), (f) the repayment or prepayment of the amounts under, and in accordance with, documentation with respect to Debt permitted by Section 6.01(r), (g) any amendmentrepayment or prepayment of Debt under any agreement permitting the reborrowing thereof, modification (h) any other prepayment or change redemption of Surviving Debt (except as provided in any of clauses if at the time the making thereof, and after giving pro forma effect thereto, the Payment Condition is satisfied, (i) through (iii) above any prepayment, redemption, purchase, defeasement or otherwise in this Agreement) that (A) could not reasonably be expected other satisfaction of Debt owed to have a Material Adverse Effect, (B) would not accelerate the scheduled amortization of such Surviving Debt and (C) would not increase the applicable interest rate of such Surviving Debt, Navistar International or permit any of its Restricted Subsidiaries so long as after giving pro forma effect to do any such prepayment or redemption, Adjusted Excess Availability shall be equal or greater than the greater of $15,625,000 and 12.5% of the foregoing other than to prepay any Commitments and (j) the repayment or prepayment of Debt payable to with Equity Interests and/or the Borrower or another Subsidiary proceeds of the ParentEquity Interests; provided, thathowever, notwithstanding that this Section 6.09 shall not limit any refinancing of Debt otherwise permitted hereunder so long as (x) the foregoingRefinancing Conditions are satisfied with respect to such refinanced Debt, the Parent (y) such Debt is refinanced with other Debt of Navistar International and its Subsidiaries may (1other than Borrower) consummate any Permitted Refinancing or (and thereafter make any regularly scheduled or required repayment or redemptions of z) such refinancing Debt incurred in connection with such Permitted Refinancing) and (2) repay or refinance the Debt is otherwise permitted under the Loan Documents in full or in such other amount as is approved by the Required Lenders pursuant to Section 5.02(b)(viii)6.01.

Prepayments, Etc. of Debt. Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled amortization or maturity thereof in any manner, or make any payment in violation of any subordination terms of, any Debt Debt, except (i) the payment or prepayment of any or all the Advances in accordance with the terms of the Obligations under the Loan Documentsthis Agreement, (ii) the Capital Lease Amendment Payments, (iii) the Contingent Paymentsprepayments of any senior secured or senior unsecured Debt), and (ivii) regularly scheduled or required repayments or redemptions of Surviving DebtDebt permitted under Section 5.02(b), or amend, modify or change in any manner any term or condition of or relating to the Senior Notes, any Surviving Debt, except for any amendmentthe Senior Subordinated Indenture or, modification or change of Surviving Debt (except as provided if the Bridge Loans are issued, the Bridge Loan Documentation in any of clauses (i) through (iii) above or otherwise in this Agreement) manner that would (A) could not reasonably be expected increase the interest rate or change (to have a Material Adverse Effect, earlier dates) the dates upon which principal and interest are due thereon; (B) would not accelerate alter the scheduled amortization of such Surviving Debt and redemption, prepayment or subordination provisions thereof; (C) alter the covenants or events of default in a manner that would not make such provisions more onerous or restrictive to the Borrower or any such Subsidiary; or (D) otherwise increase the applicable interest rate obligations of such Surviving Debtthe Borrower or any Subsidiary thereunder, or permit any of its Subsidiaries to do any of the foregoing foregoing, other than to prepay any Debt payable to the Borrower or another a Subsidiary of the Parent; provided, that, notwithstanding the foregoing, the Parent and its Subsidiaries may (1) consummate any Permitted Refinancing (and thereafter make any regularly scheduled or required repayment or redemptions of Debt incurred in connection with such Permitted Refinancing) and (2) repay or refinance the Debt under the Loan Documents in full or in such other amount as is approved by the Required Lenders pursuant to Section 5.02(b)(viii)Guarantor.

Prepayments, Etc. of DebtIndebtedness. Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled amortization or maturity thereof in any mannermanner (it being understood that payments of regularly scheduled principal, or make interest and mandatory prepayments shall be permitted) any payment in violation Indebtedness for borrowed money of any subordination a Loan Party that is subordinated to the Obligations expressly by its terms of(other than Indebtedness among the Borrower and its Restricted Subsidiaries) (collectively, any Debt “Junior Financing”), except (i) the payment or prepayment of refinancing thereof with any or all of Indebtedness (to the Obligations under the Loan Documentsextent such Indebtedness constitutes a Permitted Refinancing), (ii) the Capital Lease Amendment Paymentsconversion or exchange of any Junior Financing to Equity Interests (other than Disqualified Equity Interests) of Parent or any of its direct or indirect parents, (iii) the Contingent Payments, prepayment of Indebtedness of the Borrower or any Restricted Subsidiary to the Borrower or any Restricted Subsidiary and (iv) regularly prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Financings prior to their scheduled or required repayments or redemptions maturity in an aggregate amount not to exceed, when combined with the amount of Surviving Debt, or amend, modify or change in any manner any term or condition of any Surviving Debt, except for any amendment, modification or change of Surviving Debt (except as provided in any of clauses (i) through (iii) above or otherwise in this Agreement) that (A) could not reasonably be expected to have a Material Adverse Effect, (B) would not accelerate the scheduled amortization of such Surviving Debt and (C) would not increase the applicable interest rate of such Surviving Debt, or permit any of its Subsidiaries to do any of the foregoing other than to prepay any Debt payable to the Borrower or another Subsidiary of the Parent; provided, that, notwithstanding the foregoing, the Parent and its Subsidiaries may (1) consummate any Permitted Refinancing (and thereafter make any regularly scheduled or required repayment or redemptions of Debt incurred in connection with such Permitted Refinancing) and (2) repay or refinance the Debt under the Loan Documents in full or in such other amount as is approved by the Required Lenders Restricted Payments pursuant to Section 5.02(b)(viii)7.06(n) the sum of (x) $10,000,000, plus (y) if the Total Net Leverage Ratio is less than or equal to 4.00:1.00 on a Pro Forma Basis, the Available Amount that is Not Otherwise Applied at such time; provided that with respect to any payment made pursuant to clause (y) above, no Default has occurred and is continuing or would result therefrom.

Prepayments, Etc. of Debt. Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled amortization or maturity thereof in any manner, or make any payment in violation of any subordination terms of, any Debt Debt, except (i) the payment or prepayment of any or all the Advances in accordance with the terms of the Obligations under the Loan Documents, (ii) the Capital Lease Amendment Payments, (iii) the Contingent Payments, and (iv) regularly scheduled or required repayments or redemptions of Surviving Debtthis Agreement, or amend, modify or change in any manner that is adverse to the interests of the Lender Parties any term or condition of any Surviving Debt, except for any amendment, modification Debt or change of Surviving Debt (except as provided in any of clauses (i) through (iii) above or otherwise in this Agreement) that (A) could not reasonably be expected to have a Material Adverse Effect, (B) would not accelerate the scheduled amortization of such Surviving Debt and (C) would not increase the applicable interest rate of such Surviving Subordinated Debt, or permit any of its Subsidiaries to do any of the foregoing other than to prepay any Debt payable to a Loan Party; provided that (A) the Borrower may prepay, redeem, purchase, defease or another Subsidiary otherwise satisfy prior to the scheduled maturity thereof in any manner any Debt in lieu of the Parent; provided, that, notwithstanding the foregoing, the Parent and its Subsidiaries may (1) consummate any Permitted Refinancing (and thereafter make any regularly scheduled paying a dividend or required repayment or redemptions of Debt incurred making a distribution in connection with such Permitted Refinancinga like amount that would be permitted under Section 5.02(g)(iii) and (2B) repay the Parent may prepay, redeem, purchase, defease or refinance otherwise satisfy prior to the scheduled maturity thereof in any manner any Debt in lieu of paying a dividend or making a distribution in a like amount that would be permitted under Section 5.02(g)(iv); and provided further that any Debt may be prepaid, redeemed, purchased, defeased or otherwise satisfied prior to the Loan Documents in full or in such other amount as is approved scheduled maturity thereof out of the proceeds of refinancing Debt permitted by the Required Lenders pursuant to Section 5.02(b)(viii5.02(b)(xiii).

Prepayments, Etc. of Debt. (i) Prepay, redeem, purchase, defease ------------------------- or otherwise satisfy prior to the scheduled amortization or maturity thereof in any manner, or make any payment in violation of any subordination terms of, any Debt except Debt, other than (iA) the payment or prepayment of any or all the Advances in accordance with the terms of the Obligations under the Loan Documentsthis Agreement, (iiB) the Capital Lease Amendment Paymentsif before and after giving effect to any such prepayment, (iii) the Contingent Paymentsredemption, purchase, defeasance or other satisfaction, no Default has occurred and (iv) is continuing or would result therefrom, regularly scheduled or required repayments or redemptions of Surviving Debt, (C) if before and after giving effect to any such prepayment, redemption, purchase, defeasance or other satisfaction, no Default has occurred and is continuing or would result therefrom, Debt permitted under Sections 5.02(b)(i)(B) and (ii)(E), and (D) after December 31, 1999, if, before and after giving effect to such payment of the MDC Subordinated Debt, (1) the Leverage Ratio is less than 2.50:1.00 as evidenced by the financial information delivered to the Agent in respect of any Rolling Period ending on or after December 31, 1999 and (2) no Default shall have occurred and be continuing, then (and only then) the MDC Subordinated Debt, or (ii) amend, modify or change in any manner any term or condition of the MDC Subordinated Debt or the TLSP Subordinated Debt or of any Surviving Debt, except for any amendment, modification or change of Surviving Debt (except as provided in any of clauses (i) through (iii) above or otherwise in this Agreement) that (A) could not reasonably be expected to have a Material Adverse Effect, (B) would not accelerate the scheduled amortization of such Surviving Debt and (C) would not increase the applicable interest rate of such Surviving Debt, or permit any of its Subsidiaries to do any of the foregoing other than to prepay any Debt payable to the Borrower or another Subsidiary of the ParentBorrower; provided, thathowever, notwithstanding that this Section 5.02(k) shall not restrict the foregoing, ability of the Parent and its Subsidiaries may (1Borrower or any other Loan Party to prepay Capitalized Leases or Debt secured by Liens permitted under Section 5.02(a)(v) consummate any Permitted Refinancing if (and thereafter make only if) the outstanding amount of principal to be prepaid of such Capitalized Lease or Debt is less than or equal to $250,000 and such prepayments, after giving effect to any regularly scheduled or required repayment or redemptions of Debt incurred such prepayment, do not exceed $500,000 in connection with such Permitted Refinancing) and (2) repay or refinance the Debt under the Loan Documents in full or in such other amount as is approved by the Required Lenders pursuant to Section 5.02(b)(viii)any Fiscal Year.

Prepayments, Etc. of DebtIndebtedness. (a) Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled amortization or maturity thereof in any manner, or make any payment in violation of any subordination terms of, in each case, in cash, of any Debt principal amount of Indebtedness in excess of the Threshold Amount (including the Subordinated Notes), except (i) the payment or prepayment of any or all the Credit Extensions in accordance with the terms of the Obligations under the Loan Documentsthis Agreement, (ii) the Capital Lease Amendment Payments, (iii) the Contingent Payments, and (iv) regularly scheduled or required repayments or redemptions of Surviving DebtIndebtedness set forth in Schedule 7.02, (iii) any prepayment, redemption, purchase, defeasance or satisfaction of any Indebtedness owing by any Loan Party or any of its Subsidiaries to any Loan Party or any of its Subsidiaries (in the case of clauses (ii) and (iii), subject to any subordination provisions contained in any instrument or agreement evidencing such Indebtedness), (iv) the conversion of any Indebtedness to Equity Interests (other than Disqualified Equity Interests) of Holdings, PublicCo or, after the Pre-IPO Separation and prior to the Specified IPO, AmCo TopCo, and (v) after the Specified IPO, the redemption or other prepayment of the Subordinated Notes or (b) amend, modify or change in any manner any term or condition of any Surviving Debtthe Subordinated Notes Documents, except for any amendment, modification or change of Surviving Debt (except as provided in any of clauses other than (i) through minor modifications, supplements or waivers that do not in any material respect increase the obligations, or limit the rights of, such Holdings, such Specified Company or such Subsidiary, as applicable, and (iiiii) above any amendments or otherwise in this Agreement) modifications that (A) could not reasonably be expected expected, taken as a whole, to have a Material Adverse Effect, (B) would not accelerate the scheduled amortization of such Surviving Debt and (C) would not increase the applicable interest rate of such Surviving Debt, or permit any of its Subsidiaries to do any of the foregoing other than to prepay any Debt payable be materially adverse to the Borrower Lenders (it being understood and agreed that amendments or another Subsidiary of the Parent; provided, that, notwithstanding the foregoing, the Parent and its Subsidiaries may (1) consummate any Permitted Refinancing (and thereafter make any regularly scheduled or required repayment or redemptions of Debt incurred modifications made in connection with such Permitted Refinancingobtaining the consent of the holders of the Subordinated Notes to the Transactions and early redemption at the time of the Specified IPO (including as set forth in the draft First Amendment to Note Purchase Agreement and side letter in connection therewith delivered to the Administrative Agent on or prior to the date hereof) and (2) repay or refinance shall not be deemed to be materially adverse to the Debt under the Loan Documents in full or in such other amount as is approved by the Required Lenders pursuant to Section 5.02(b)(viiiLenders). [Reserved].

Prepayments, Etc. of DebtOF INDEBTEDNESS. Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled amortization or maturity thereof in any manner, or make any payment in violation of any subordination terms of, any Debt Indebtedness, or make any other payment of Subordinated Debt, except (ia) the payment or prepayment of any or all the Credit Extensions in accordance with the terms of the Obligations under the Loan Documentsthis Agreement, (ii) the Capital Lease Amendment Payments, (iii) the Contingent Payments, and (ivb) regularly scheduled or required repayments or redemptions of Surviving DebtIndebtedness set forth in Schedule 7.02 and refinancings and refundings of such Indebtedness in compliance with Section 7.02(e), (c) so long as no Event of Default has occurred and is continuing, repayments of Indebtedness permitted by Section 7.02(a) and Section 7.02(h)-(k) in the ordinary course of business, (d) regularly scheduled interest payments on the Senior Notes, (e) so long as no Default has occurred and is continuing or amendwould be caused thereby, modify or change in any manner any term or condition of any Surviving Debt, except for any amendment, modification or change of Surviving Debt (except as provided in any of clauses (i) through regularly scheduled interest payments on the Convertible Notes, (ii) cash settlement of fractional shares upon the conversion of any Convertible Note and (iii) above issuances of stock as a result of the conversion of any Convertible Note into stock and (f) the redemption or otherwise cash settlement of the Convertible Notes by the Company through the exercise of its call rights, or the conversion of the Convertible Notes into cash at the option of the Company, in this Agreement) that accordance with the terms of the Convertible Note Documents with the proceeds of (A) could not Subordinated Debt (including new convertible senior subordinated debentures) on terms and conditions no less onerous than in the current Convertible Note Documents or otherwise reasonably be expected acceptable to have a Material Adverse Effectthe Arrangers, (B) would not accelerate senior secured Indebtedness permitted by the scheduled amortization terms of Section 7.02 (other than Indebtedness under this Agreement); provided that, after giving effect to the incurrence of such Surviving Debt Indebtedness on a Pro Forma Basis, the ratio of EBITDA to Indebtedness of the Company and its Subsidiaries that is secured by a first priority Lien shall not exceed 2.00:1.00, (C) would not increase senior unsecured debt; provided that, after giving effect to the applicable interest rate incurrence of such Surviving DebtIndebtedness on a Pro Forma Basis, or permit any of its Subsidiaries to do any of the foregoing other Consolidated Leverage Ratio shall be less than to prepay any Debt payable to the Borrower or another Subsidiary of the Parent2.50:1.00 and (D) cash on hand; provided, provided that, notwithstanding the foregoingafter giving effect to such payments on a Pro Forma Basis, the Parent and its Subsidiaries may (1) consummate any Permitted Refinancing (and thereafter make any regularly scheduled or required repayment or redemptions of Debt incurred in connection with such Permitted Refinancing) and (2) repay or refinance the Debt under the Loan Documents in full or in such other amount as is approved by the Required Lenders pursuant to Section 5.02(b)(viii).Consolidated Leverage Ratio shall be less than 2.00:1.00. 169 [Published CUSIP Number: ____]