Prepayments of Other Indebtedness; Modifications of Organizational Documents and Other Documents, etc. Directly or indirectly:
(a) make (or give any notice in respect thereof) any voluntary or optional payment or prepayment on or redemption or acquisition for value of, or any prepayment or redemption as a result of any asset sale, change of control or similar event of, any Indebtedness outstanding under the Senior Subordinated Notes, the New Senior Subordinated Notes or any other Subordinated Indebtedness, except as otherwise permitted by this Agreement; provided that up to $40.0 million in the aggregate may be used during the term of this Agreement (starting with the Original Closing Date) to optionally redeem Senior Subordinated Notes and New Senior Subordinated Notes so long as (i) no Default or Event of Default has occurred and is continuing at the time of each such redemption or will occur after giving effect to each such redemption, (ii) after giving effect to each such redemption the excess of the Revolving Commitments over the sum of all Lenders’ Revolving Exposures is at least $25.0 million, (iii) in connection with each such redemption, after giving effect on Pro Forma Basis to such redemption and the hypothetical incurrence of an additional $25.0 million of Revolving Loans the covenants in Sections 6.10(a) and 6.10(b) would be satisfied and (iv) in connection with each such redemption the Administrative Agent shall have received an Officers’ Certificate from U.S. Borrower certifying that the conditions set forth in clauses (i), (ii) and (iii) above have been met, showing the calculations related thereto and specifying the amount of Senior Subordinated Notes and New Senior Subordinated Notes redeemed and the aggregate redemption price therefor;
(b) amend or modify, or permit the amendment or modification of, any provision of any Transaction Document, any Second Amendment Transaction Document or any Third Amendment Transaction Document in any manner that is adverse in any material respect to the interests of the Lenders;
(c) terminate, amend, modify (not including electing to treat any Pledged Interests (as defined in the U.S. Security Agreement) as a “security” under Section 8-103 of the UCC so long as it has followed the Collateral Agent’s reasonable requests to ensure the perfection of the Collateral Agent’s security interest in such Pledged Interests) or change any of its Organizational Documents (including by the filing or modification of any certificate of designation) or any agreement to which it is a party with respect to its Equity Interes...
Prepayments of Other Indebtedness; Modifications of Organizational Documents and Other Documents, etc. Directly or indirectly:
(a) make any payment or prepayment of principal of, premium, if any, or interest on, or redemption, purchase, retirement or defeasance (including in substance or legal defeasance), sinking fund or similar payment with respect to Subordinated Indebtedness; provided that Borrower may make regularly scheduled payments of interest on Permitted Subordinated Indebtedness at the non-default rate of interest applicable to such Permitted Subordinated Indebtedness;
(b) amend or modify, or permit the amendment or modification of, any provision of any Material Agreement in any manner that is adverse in any material respect to the interests of the Lenders; or
(c) terminate, amend or modify any of its Organizational Documents (including (x) by the filing or modification of any certificate of designation and (y) any election to treat any Pledged Securities (as defined in the Security Agreement) as a “security” under Section 8-103 of the UCC other than concurrently with the delivery of certificates representing such Pledged Securities to the Collateral Agent) or any agreement to which it is a party with respect to its Equity Interests (including any stockholders’ agreement), or enter into any new agreement with respect to its Equity Interests, other than any such amendments or modifications or such new agreements which are not adverse in any material respect to the interests of the Lenders; provided that Borrower may issue such Equity Interests, so long as such issuance is not prohibited by Section 6.13 or any other provision of this Agreement, and may amend or modify its Organizational Documents to authorize any such Equity Interests.
Prepayments of Other Indebtedness; Modifications of Organizational Documents and Other Documents, etc. Directly or indirectly:
(a) make (or give any notice in respect thereof) any voluntary or optional payment or prepayment on or redemption or acquisition for value of, or any prepayment or redemption as a result of any asset sale, change of control or similar event of, any Indebtedness outstanding under the Senior Subordinated Notes or any other Subordinated Indebtedness, except (i) in connection with a refinancing expressly permitted by Section 6.01(b) or (ii) provided that no Event of Default shall then exist and be continuing, in connection with a repurchase of Senior Subordinated Notes by Borrower in an aggregate principal amount not to exceed $25.0 million;
(b) amend or modify, or permit the amendment or modification of, any provision of any Transaction Document in any manner that is adverse in any material respect to the interests of the Lenders;
(c) terminate, amend, modify (including electing to treat any Pledged Interests (as defined in the Pledge Agreements) as a "security" under Section 8-103 of the UCC) or change any of its Organizational Documents (including by the filing or modification of any certificate of designation) or any agreement to which it is a party with respect to its Equity Interests (including any stockholders' agreement), or enter into any new agreement with respect to its Equity Interests, other than any such amendments, modifications or changes or such new agreements which are not adverse in any material respect to the interests of the Lenders; provided that Borrower may issue such Equity Interests, so long as such issuance is not prohibited by any provision of this Agreement, and may amend its Organizational Documents to authorize any such Equity Interests; or
(d) cause or permit any other obligation (other than the Obligations and the Guaranteed Obligations) to constitute Designated Senior Debt (as defined in the Senior Subordinated Note Documents).
Prepayments of Other Indebtedness; Modifications of Organizational Documents and Other Documents, etc. Directly or indirectly:
(a) (i) make any voluntary or optional payment of principal on or prepayment on or redemption or acquisition for value of, or complete any mandatory prepayment, redemption or purchase offer in respect of, or otherwise voluntarily or optionally defease or segregate funds with respect to, any Indebtedness incurred under Sections 6.01(l) or (to the extent constituting Junior Secured Indebtedness or Other Secured Indebtedness) (y), Permitted Second Priority Refinancing Debt and Permitted Unsecured Refinancing Debt or any Indebtedness under the Senior Note Documents or any Subordinated Indebtedness or any Permitted Refinancings of any of such Indebtedness, except any such Indebtedness may be prepaid or redeemed (y) with the proceeds of a Permitted Refinancing or (z) if the Availability Conditions are satisfied at the time thereof;
Prepayments of Other Indebtedness; Modifications of Organizational Documents and Other Documents, etc. Directly or indirectly:
(a) make (or give any notice in respect thereof) any voluntary or optional payment or prepayment on or redemption or acquisition for value of, or any prepayment or redemption as a result of any asset sale, change of control or similar event of, any Indebtedness outstanding under the Senior Subordinated Loans;
(b) make (or give any notice in respect thereof) any voluntary or optional payment or prepayment on or redemption or acquisition for value of, or any prepayment or redemption as a result of any asset sale, change of control or similar event of, any Indebtedness outstanding under any Subordinated Indebtedness (other than the Senior Subordinated Loans);
(c) amend or modify, or permit the amendment or modification of, any provision of any Senior Subordinated Loan Document in any manner that is adverse in any material respect to the interests of the Lenders;
(d) amend or modify, or permit the amendment or modification of, any provision of any document governing any Subordinated Indebtedness (other than the Senior Subordinated Loans) in any manner that is adverse in any material respect to the interests of the Lenders;
(e) amend or modify, or permit the amendment or modification of, any provision of any Permitted Refinancing Indebtedness in respect thereof, or any agreement (including any document relating to any Permitted Refinancing Indebtedness in respect thereof) relating thereto, other than amendments or modifications that are not in any manner materially adverse to Lenders and that do not affect the subordination provisions thereof (if any) in a manner adverse to the Lenders; or
(f) terminate, amend or modify any of its Organizational Documents (including (x) by the filing or modification of any certificate of designation and (y) any election to treat any Pledged Securities (as defined in the Security Agreement) as a “security” under Section 8-103 of the UCC other than concurrently with the delivery of certificates representing such Pledged Securities to the Collateral Agent) or any agreement to which it is a party with respect to Borrower’s Equity Interests (including any stockholders’ agreements), or enter into any new agreement with respect to Borrower’s Equity Interests, other than any such amendments or modifications or such new agreements which are not adverse in any material respect to the interests of the Lenders; provided that Holdings may issue such Equity Interests, so long as such issuance is not prohibited by Sect...
Prepayments of Other Indebtedness; Modifications of Organizational Documents and Other Documents, etc. Directly or indirectly:
(a) make (or give any notice in respect thereof) any voluntary or optional payment or prepayment on or redemption or acquisition for value of, or any prepayment or redemption as a result of any asset sale, change of control or similar event of, any Indebtedness outstanding under the Senior Subordinated Notes, the New Senior Subordinated Notes or any other Subordinated Indebtedness or any Second Lien Term Loans, except as otherwise permitted by this Agreement; provided that up to $40.0 million in the aggregate may be used during the term of this Agreement (starting with February 12, 2004) to optionally redeem Senior Subordinated Notes and New Senior Subordinated Notes or Second Lien Term Loans so long as (i) no Default or Event of Default has occurred and is continuing at the time of each such redemption or will occur after giving effect to each such redemption, (ii) after giving effect to each such redemption the excess of the Revolving Commitments over the sum of all Lenders’ Revolving Exposures is at least $25.0 million, (iii) in connection with each such redemption, after giving effect on Pro Forma Basis to such redemption and the hypothetical incurrence of an additional $25.0 million of Revolving Loans the covenants in Sections 6.10(a) and 6.10(b) would be satisfied and (iv) in connection with each such redemption the Administrative Agent shall have received an Officers’ Certificate from U.S. Borrower certifying that the conditions set forth in clauses (i), (ii) and (iii) above have been met, showing the calculations related thereto and specifying the amount of Senior Subordinated Notes and New Senior Subordinated Notes or Second Lien Term Loans redeemed and the aggregate redemption price therefor;
(b) amend or modify, or permit the amendment or modification of, any provision of any Third Amendment Transaction Document, any Fourth Amendment Transaction Document, any Second Lien Loan Document (other than as permitted by the Intercreditor Agreement) or any other transaction document entered into since February 12, 2004 in any manner that is adverse in any material respect to the interests of the Lenders;
(c) terminate, amend, modify (not including electing to treat any Pledged Interests (as defined in the U.S. Security Agreement) as a “security” under Section 8-103 of the UCC so long as it has followed the Collateral Agent’s reasonable requests to ensure the perfection of the Collateral Agent’s security interest in such Pledged In...
Prepayments of Other Indebtedness; Modifications of Organizational Documents and Other Documents, etc. Directly or indirectly:
(i) make (or give any notice in respect of), or permit any Credit Party to make (or give any notice in respect of), any voluntary or optional payment or prepayment on or redemption or acquisition for value of, or any prepayment or redemption as a result of any asset sale, change of control or similar event of, any outstanding Subordinated Indebtedness, except as otherwise permitted by this Agreement; or
(ii) terminate, amend, modify or change any of its, or allow any Credit Party to terminate, amend, modify or change any of its (1) Organizational Documents (including by the filing or modification of any certificate of designation) (2) any agreement to which it is a party with respect to its Capital Stock (including any stockholders’ agreement), or enter into any new agreement with respect to its Capital Stock or (3) contracts evidencing Indebtedness or other material contracts, other than, in each case, any such amendments, modifications or changes or such new agreements which do not have a Material Adverse Effect and are not adverse in any material respect to the interests of the Lenders.
Prepayments of Other Indebtedness; Modifications of Organizational Documents and Other Documents, etc. Directly or indirectly:
(a) make (or give any notice in respect thereof) any optional payment or prepayment of principal on or optional redemption or acquisition for value of any issuance of Indebtedness in an aggregate principal amount of not less than $30.0 million permitted by Section 6.01(m) (any of the foregoing, “Material Borrowed Indebtedness”), except (i) any payment to the extent made with Qualified Capital Stock of Borrower, and (ii) optional payments, prepayments, redemptions and acquisitions (A) made at any time that the First-Lien Leverage Ratio is less than 2.25 to 1.00 on a Pro Forma Basis (it being understood and agreed that any optional payments, prepayments, redemptions and acquisitions made pursuant to clause (ii)(A) of this Section 6.10(a) shall not reduce or count against the amount permitted under clause (ii)(B) of this Section 6.10(a)); or (B) if made at any time that the First-Lien Leverage Ratio equals or exceeds 2.25 to 1.00 on a Pro Forma Basis, in an aggregate amount not to exceed the Available Amount (calculated at the time of such payment, prepayment, redemption or acquisition); or
(b) amend or modify, or permit the amendment or modification of any document governing any Material Borrowed Indebtedness or any Organizational Document, in each case, in any manner that is adverse in any material respect to the interests of the Lenders; provided, that, (i) the Organizational Documents of CSG SA Services, CSG SA Holdings and Intec South Africa may be amended in a manner necessary to reflect the consummation of the South Africa Transactions, (ii) Borrower’s Organization Documents may be amended in a manner necessary to reflect to the issuance of the Specified Unsecured Indebtedness and (iii) Entity 1’s Organizational Documents may be amended in a manner necessary to reflect the issuance of any Equity Interests to the extent permitted pursuant to Section 6.12. Notwithstanding anything to the contrary in this Agreement, (x) the Loan Parties and their Subsidiaries shall be permitted to (1) make (or give any notice in respect thereof) any optional payment, payment at maturity or prepayment of or optional redemption or acquisition for value of the 2016 Convertible Notes or any refinancing thereof permitted by Section 6.01(b), and (2) any cash settlement of any conversion by the holders thereof of any 2016 Convertible Notes or any refinancing thereof permitted by Section 6.01(b); in each case so long as after giving effect to any payment, ...
Prepayments of Other Indebtedness; Modifications of Organizational Documents and Other Documents, etc. Directly or indirectly
(a) make (or give any notice in respect thereof) any voluntary or optional payment or prepayment on or redemption or acquisition for value of, or any prepayment or redemption as a result of any asset sale, change of control or similar event of, any Indebtedness outstanding under the Senior Subordinated Notes or any other Subordinated Indebtedness, except as otherwise permitted by this Agreement;
(b) amend or modify, or permit the amendment or modification of, any provision of any Transaction Document in any manner that is adverse in any material respect to the interests of the Lenders;
(c) amend, modify or change any of its Organizational Documents (including by the filing or modification of any certificate of designation) or any agreement to which it is a party with respect to its Equity Interests (including any shareholders' agreement), or enter into any new agreement with respect to its Equity Interests, other than any such amendments, modifications or changes or such new agreements which are not adverse in any material respect to the interests of the Lenders; provided that Holdings may issue such Equity Interests, so long as such issuance is not prohibited by Section 6.11 or any other provision of this Agreement, and may amend its Organizational Documents to authorize any such Equity Interests; or
(d) cause or permit any other obligation (other than the Obligations and the Guaranteed Obligations) to constitute Designated Senior Debt (as defined in the Senior Subordinated Note Documents).
Prepayments of Other Indebtedness; Modifications of Organizational Documents and Other Documents, etc. Directly or indirectly:
(a) make (or give any notice in respect of) any voluntary or optional payment or prepayment on or redemption or acquisition for value of, or any prepayment or redemption as a result of any asset sale, change of control or similar event of, any outstanding Subordinated Indebtedness, except as otherwise permitted by this Agreement;
(b) amend or modify, or permit the amendment or modification of, any provision of any Transaction Document in any manner that is adverse in any material respect to the interests of the Lenders; or
(c) terminate, amend, modify (including electing to treat any Pledged Interests (as defined in the Security Agreement) as a “security” under Section 8-103 of the UCC) or change any of its Organizational Documents (including by the filing or modification of any certificate of designation) or any agreement to which it is a party with respect to its Equity Interests (including any stockholders’ agreement), or enter into any new agreement with respect to its Equity Interests, other than any such amendments, modifications or changes or such new agreements which are not adverse in any material respect to the interests of the Lenders.
