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

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 Subordinated 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 Holdings or any Subsidiary to make payments to such Derivatives Counterparty as a result of any change in market value of the Senior Subordinated Notes or the Seller Subordinated Notes, (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 Subordinated Notes (other than any such amendment, modification, waiver or other change which (i) would extend the maturity or reduce the amount of any payment of principal thereof, reduce the rate or extend the date for payment of interest thereon or relax any covenant or other restriction applicable to Holdings 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 Debt" for the purposes of the Senior Subordinated Note Indenture or make any similar designation with respect to the Seller Subordinated Notes or (d) amend its certificate of incorporation in any manner determined by the Administrative Agent to be adverse to the Lenders.

Appears in 1 contract

Samples: Credit Agreement (Avery Berkel Holdings LTD)

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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, of or otherwise voluntarily or optionally defease, the Senior Subordinated Notes or the Seller Subordinated 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 Holdings or any Subsidiary to make payments to such Derivatives Counterparty as a result of any change in market value of the Senior Subordinated Notes or the Seller Subordinated NotesExchange Debentures, (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 Subordinated Notes Exchange Debentures (in each case, 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 Holdings 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 DebtIndebtedness" for the purposes of the Senior Subordinated Note Indenture, (d) designate any Indebtedness (other than the Obligations and the Senior Subordinated Notes) as "Designated Senior Indebtedness" for the purposes of the Subordinated Exchange Debenture Indenture or make any similar designation with respect to the Seller Subordinated Notes or (de) amend its certificate of incorporation in any manner determined by the Administrative Agent to be adverse to the LendersLenders (other than amendments to its certificate of incorporation acceptable to the Administrative Agent relating to the creation of the Exchangeable Preferred Stock and the creation of the Borrower's Class A, Class B and Class C common stock).

Appears in 1 contract

Samples: First Amendment (Cumulus Media Inc)

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 any Permitted Subordinated Notes or the Seller Subordinated NotesIndebtedness, 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 Holdings the Borrower or any Subsidiary to make payments to such Derivatives Counterparty as a result of any change in market value of any Permitted Subordinated Indebtedness (other than any hedge and warrant option transactions entered into by the Senior Subordinated Borrower in connection with a Permitted Convertible Notes or the Seller Subordinated NotesOffering), (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 any Permitted Subordinated Notes or the Seller Subordinated Notes Indebtedness (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 Holdings the Borrower or any of its Subsidiaries and (ii) does not involve the payment of a consent fee), (c) designate any Indebtedness of the Borrower or any of its Subsidiaries (other than the Obligations) as "Designated Senior Debt" Indebtedness” for the purposes of the Senior any Permitted Subordinated Note Indenture or make any similar designation with respect to the Seller Subordinated Notes Indebtedness or (d) amend its certificate of incorporation in any manner reasonably determined by the Administrative Agent to be materially adverse to the Lenders.

Appears in 1 contract

Samples: Credit Agreement (Iconix Brand Group, Inc.)

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, any Subordinated Note, the Senior Subordinated Notes Interim Loan Facility or the Seller AutoNation Subordinated NotesDebt (other than (i) any refinancing of the Interim Loan Facility with the issuance of senior notes (which may be sold in a public offering or private placement) or other refinancing, in each case on terms no less favorable to the Lenders than the terms under the Interim Loan Facility and (ii) any refinancing of Indebtedness of the Borrower pursuant to the General Motors Letter of Credit Documentation on terms no less favorable to Lenders than the terms contained hereunder), 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 Holdings the Borrower or any Subsidiary to make payments to such Derivatives Counterparty as a result of any change in market value of the Senior Subordinated Notes Interim Loan Facility or the Seller Subordinated Notes, (b) amend, modify or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, any of the terms of any Subordinated Note, the Senior Subordinated Notes Interim Facility Loan Documentation or the Seller AutoNation Subordinated Notes Debt (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 Holdings 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 Debt" for the purposes of the Senior Subordinated Note Indenture or make any similar designation with respect to the Seller Subordinated Notes or (d) amend its certificate of incorporation in any manner determined by the Administrative Agent to be adverse to the Lenders.

Appears in 1 contract

Samples: Credit Agreement (Anc Rental Corp)

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 any Permitted Subordinated Notes or the Seller Subordinated NotesIndebtedness, 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 Holdings the Borrower or any Subsidiary to make payments to such Derivatives Counterparty as a result of any change in market value of the Senior any Permitted Subordinated Notes or the Seller Subordinated NotesIndebtedness, (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 any Permitted Subordinated Notes or the Seller Subordinated Notes Indebtedness (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 Holdings the Borrower or any of its Subsidiaries and (ii) does not involve the payment of a consent fee), (c) designate any Indebtedness of the Borrower or any of its Subsidiaries (other than the Obligations) as "Designated Senior Debt" Indebtedness” for the purposes of the Senior any Permitted Subordinated Note Indenture or make any similar designation with respect to the Seller Subordinated Notes Indebtedness or (d) amend its certificate of incorporation in any manner reasonably determined by the Administrative Agent to be materially adverse to the Lenders.

Appears in 1 contract

Samples: Credit Agreement (Iconix Brand Group, Inc.)

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 Subordinated 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 Holdings Holdings, the Borrower or any Subsidiary to make payments to such Derivatives Counterparty as a result of any change in market value of the Senior Subordinated Notes (other than any refinancings, refundings, renewals or the Seller Subordinated Notesextensions thereof permitted by Section 7.2(k)), (b) amend, modify 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 Seller Subordinated Notes (other than any such amendment, modification, waiver or other change which (i) would extend the maturity or reduce the amount of any payment of principal thereof, reduce the rate or extend the date for payment of interest thereon or relax any covenant or other restriction applicable to Holdings Holdings, 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 DebtIndebtedness" for the purposes of the Senior Subordinated Note Indenture or make any similar designation with respect to the Seller Subordinated Notes or (d) amend its certificate of incorporation in any manner determined by the Administrative Agent to be adverse to the Lenders.

Appears in 1 contract

Samples: Credit Agreement (K&f Industries Inc)

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Limitation on Optional Payments and Modifications of Debt Instruments, etc. (a) Make Except in connection with any debt-for-equity swap providing for the substantially concurrent issue or sale of Capital Stock of Holdings in exchange for the payment, prepayment, repurchase or redemption of any debt of Holdings, Borrower or any Subsidiary (including any Unrestricted Subsidiary), which swap may provide for the payment of interest in Cash Equivalents, 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 Subordinated Secured 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 Holdings Holdings, the Borrower or any Restricted Subsidiary to make payments to such Derivatives Counterparty as a result of any change in market value of the Senior Subordinated Notes or the Seller Subordinated Secured Notes, (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 Subordinated Notes Secured Note Documents (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 Holdings Holdings, the Borrower or any of its their respective Restricted Subsidiaries and (ii) does not involve the payment of a consent fee), ) or (c) designate any Indebtedness (other than the Obligations) as "Designated Senior Debt" for the purposes of the Senior Subordinated Note Indenture or make any similar designation with respect to the Seller Subordinated Notes or (d) amend its certificate of incorporation in any manner determined by the Administrative Agent to be adverse to the Lenders.

Appears in 1 contract

Samples: Revolving Credit Agreement (National Coal Corp)

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 any Permitted Subordinated Notes or the Seller Subordinated Notes, Indebtedness 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 Holdings the Borrower or any Subsidiary to make payments to such Derivatives Counterparty as a result of any change in market value of the Senior any Permitted Subordinated Notes or the Seller Subordinated NotesIndebtedness, (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 any Permitted Subordinated Notes or the Seller Subordinated Notes Indebtedness (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 Holdings the Borrower or any of its Subsidiaries or add subsidiary guarantors thereto (so long as such subsidiary guarantors are Guarantors), and (ii) does not involve the payment of a consent fee), (c) designate any Indebtedness (other than the Obligations) as "Designated Senior Debt" Indebtedness” for the purposes of the Senior any Permitted Subordinated Note Indenture or make any similar designation with respect to the Seller Subordinated Notes Indebtedness or (d) amend its certificate of incorporation incorporation, by-laws or other governing documents in any manner determined by the Administrative Agent to be materially adverse to the Lenders.

Appears in 1 contract

Samples: Credit Agreement (Key Energy Services Inc)

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 any Subordinated Notes or the Seller Subordinated NotesSecurities, 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 Holdings the Borrower or any Subsidiary to make payments to such Derivatives Counterparty as a result of any change in market value of the Senior any Subordinated Notes or the Seller Subordinated NotesSecurities, (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 any Subordinated Notes or the Seller Subordinated Notes Securities (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 Holdings 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 Debt" (or any equivalent designation) for the purposes of any Subordinated Securities (except that the Existing Senior Subordinated Note Indenture or make any similar designation with respect Notes and the New Senior Subordinated Notes may be "Designated Senior Debt" for purposes of the Seller Notes to the extent provided in the Seller Subordinated Notes Notes) or (d) amend its certificate of incorporation in any manner determined by the Administrative Agent to be adverse to the Lenders.

Appears in 1 contract

Samples: Credit Agreement (Tesoro Petroleum Corp /New/)

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