Limitation on Optional Payments and Modifications of Debt Instruments, etc. (a) Make any distribution, whether in cash, property, securities or a combination thereof, other than regular scheduled payments of principal and interest as and when due (to the extent not prohibited by applicable subordination provisions), in respect of, or pay, or commit to pay, or directly or indirectly redeem, repurchase, retire or otherwise acquire for consideration, or set apart any sum for the aforesaid purposes, any Indebtedness except (A) the payment of the Indebtedness created hereunder, (B) refinancings of Indebtedness to the extent such refinancings are permitted by Section 6.2, (C) any refinancing, repayment, redemption, repurchase, retirement or other acquisition for consideration of Indebtedness, in an amount that does not exceed the Available Amount immediately prior to the time of such refinancing, repayment, redemption, repurchase, retirement or other acquisition for consideration; provided that no Default or Event of Default has occurred and is continuing or would result therefrom and (D) the payment of secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness, (b) amend, modify or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, any of the terms of the Senior Notes or the Senior Note Indenture or the indenture or instruments governing any Indebtedness that refinances the Senior Notes in a manner materially adverse to the Agents or the Lenders or in a manner which imposes terms, conditions, covenants or obligations on the Loan Parties which are materially more restrictive on such Loan Parties or (c) amend, modify or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, the certificate of incorporation, by-laws, limited liability company agreement, operating agreement, partnership agreement or similar organizational document of the Borrower or any of its Subsidiaries in any manner materially adverse to the Agents or the Lenders.
Limitation on Optional Payments and Modifications of Debt Instruments, etc. (a) Make or offer to make any payment, prepayment, repurchase, redemption or defeasance of or otherwise defease or segregate funds with respect to the Senior Subordinated Notes or the Holdings Discount Debentures (other than scheduled interest payments required to be made in cash) or pay interest in cash on the Holdings Discount Debentures prior to August 15, 2003, (b) amend, modify, waive or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, any of the terms of the Senior Subordinated Notes or the Holdings Discount Debentures (other than any such amendment, modification, waiver or other change which (i) would extend the maturity or reduce the amount of any payment of principal thereof or which would reduce the rate or extend the date for payment of interest thereon and (ii) does not involve the payment of a consent fee), (c) designate any Indebtedness as "Designated Senior Indebtedness" for the purposes of the Senior Subordinated Note Indenture or the Holdings Discount Debentures Indenture or (d) amend its certificate of incorporation in any manner determined by the Administrative Agent to be adverse to the Lenders without the prior written consent of the Required Lenders.
Limitation on Optional Payments and Modifications of Debt Instruments, etc. (a) Make or offer to make any optional payment, prepayment, repurchase or redemption of or otherwise defease or segregate funds with respect to the Senior Subordinated Notes, provided, that the Borrower may repurchase its Senior Subordinated Notes, so long as (i) after giving pro forma effect thereto (as certified to the Administrative Agent by a Responsible Officer prior to consummation of such acquisition), no Default or Event of Default shall have occurred and be continuing or would result therefrom (including, without limitation, pursuant to Section 7.1), (ii) after giving effect thereto and to the financing thereof, (x) the Consolidated Senior Leverage Ratio as at the end of the most recent period of four consecutive fiscal quarters for which the relevant financial information is available shall not exceed 3.75 to 1.0 and (y) the aggregate Available Revolving Credit Commitments shall equal at least $40,000,000 and (iii) no more than $75,000,000 may expended in connection therewith during the term of this Agreement, (b) amend, modify, waive or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, any of the terms of the Senior Subordinated Notes or the Senior Subordinated Note Indenture (other than any such amendment, modification, waiver or other change which (i) would extend the maturity or reduce the amount of any payment of principal thereof or which would reduce the rate or extend the date for payment of interest thereon and (ii) does not involve the payment of a consent fee) or (c) designate any Indebtedness as "Designated Senior Indebtedness" for the purposes of the Senior Subordinated Note Indenture.
Limitation on Optional Payments and Modifications of Debt Instruments, etc. (a) Make or offer to make any optional or voluntary payment, prepayment, repurchase or redemption of, or otherwise voluntarily or optionally defease, the Senior Notes or the 10.125% Senior Notes, or segregate funds for any such payment, prepayment, repurchase, redemption or defeasance, or enter into any derivative or other transaction with any Derivatives Counterparty obligating the Borrower or any Subsidiary to make payments to such Derivatives Counterparty as a result of any change in market value of the Senior Notes or the 10.125% Senior Notes, (b) except as contemplated in connection with the Refinancing, amend, modify or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, any of the terms of the Senior Notes, the Existing Convertible Notes or the 10.125% Senior Notes to the extent that any such amendment, modification, waiver or other change would shorten the maturity or increase the amount of any payment of principal thereof, increase the rate or shorten the date for payment of interest thereon or make any covenant or other restriction applicable to the Borrower or any of its Subsidiaries materially more restrictive) or (c) amend its certificate of incorporation in any manner adverse to the Administrative Agent or the Lenders. For the avoidance of doubt, each of the parties hereto hereby acknowledge and agree that the provisions of this Section 7.9 shall not apply to any prepayment of the Existing Convertible Notes in connection with the Refinancing.
Limitation on Optional Payments and Modifications of Debt Instruments, etc. (a) Make or offer to make any optional or voluntary payment, prepayment, repurchase or redemption of, or otherwise voluntarily or optionally defease, the Senior Subordinated Notes or the Seller Note, (b) amend, modify or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, any of the terms of the Senior Subordinated Notes or the Seller Note (other than any such amendment, modification, waiver or other change which (i) would extend the maturity or reduce the amount of any payment of principal thereof, reduce the rate or extend the date for payment of interest thereon or relax any covenant or other restriction applicable to the Borrower or any of its Subsidiaries and (ii) does not involve the payment of a consent fee), (c) designate any Indebtedness (other than the Obligations) as "Designated Senior Indebtedness" (or any equivalent designation) for the purposes of the Senior Subordinated Note Indenture or (d) amend its certificate of incorporation in any manner determined by the Administrative Agent to be adverse to the Lenders.
Limitation on Optional Payments and Modifications of Debt Instruments, etc. (a) Make or offer to make any voluntary payment, prepayment, repurchase or redemption of or otherwise defease or segregate funds (any such action, a “Prepayment”) with respect to Permitted Subordinated Indebtedness or Permitted Unsecured Indebtedness, unless (i) both immediately prior to and immediately after giving effect to any such Prepayment, no Default or Event of Default shall have occurred and be continuing, and (ii) the Parent Borrower and the Subsidiaries are in compliance, on a pro forma basis after giving effect to such Prepayment, with the financial covenants contained in Section 7.1, recomputed as at the last day of the most recently ended fiscal quarter of the Parent Borrower and its Subsidiaries for which financial statements are available, except this Section 7.9(a) shall not limit payments or deliveries by the Parent Borrower or any Subsidiary Borrower in shares of common stock (or other securities or property following a merger event or other change of the common stock of the Parent Borrower or any such Subsidiary Borrower) (and cash in lieu of fractional shares) and/or cash required by the terms of, and otherwise perform its obligations under, any Permitted Unsecured Indebtedness (including making payments of interest and principal thereon, making payments due upon required repurchase thereof and/or making payments and deliveries due upon conversion thereof).
Limitation on Optional Payments and Modifications of Debt Instruments, etc. (a) Make or offer to make any optional or voluntary payment, prepayment, repurchase or redemption of, or otherwise voluntarily or optionally defease, the Senior Subordinated Notes, or segregate funds for any such payment, prepayment, repurchase, redemption or defeasance,
Limitation on Optional Payments and Modifications of Debt Instruments, etc. (a) Make or offer to make any payment, prepayment, repurchase or redemption of (except pursuant to a permanent refinancing of the Senior Subordinated Notes with other Senior Subordinated Indebtedness) or otherwise defease or segregate funds with respect to the Senior Subordinated Indebtedness or any guarantee thereof (except mandatory payments of interest, fees and expenses required by the terms of the agreement governing or instruments evidencing such indebtedness, but only to the extent permitted under the subordination provisions applicable thereto);
Limitation on Optional Payments and Modifications of Debt Instruments, etc. (a) Make or offer to make any payment, prepayment, repurchase or redemption of or otherwise defease or segregate funds (any such action, a “Prepayment”) with respect to Permitted Subordinated Indebtedness, unless (i) both immediately prior to and immediately after giving effect to any such Prepayment, no Default or Event of Default shall have occurred and be continuing and (ii) the Parent Borrower and the Subsidiaries are in compliance, on a pro forma basis after giving effect to such Prepayment, with the financial covenants contained in Section 7.1, recomputed as at the last day of the most recently ended fiscal quarter of the Parent Borrower and its Subsidiaries for which financial statements are available;
Limitation on Optional Payments and Modifications of Debt Instruments, etc. (a) Make or offer to make any payment, prepayment, repurchase or redemption of or otherwise defease or segregate funds with respect to the Second Priority Notes (other than scheduled interest payments required to be made in cash and other than refinancings permitted by Section 6.2(e) and other than as may be required upon an asset sale by the Second Priority Notes after the Term Loans have been paid in full and the Revolving Credit Commitments have been reduced to $25,000,000), (b) amend, modify, waive or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, any of the terms of the Second Priority Notes (other than any such amendment, modification, waiver or other change which (i) would extend the maturity or reduce the amount of any payment of principal thereof, which would reduce the rate or extend the date for payment of interest thereon or provide for the payment in kind in lieu of in cash of any interest thereon or waive any defaults and (ii) does not involve the payment of a consent fee), or (c) amend its organizational documents in any manner determined by the Administrative Agent to be materially adverse to the Lenders without the prior written consent of the Required Lenders.
