Amendment to Section 10.14

Amendment to Section 10.14. Section 10.14 of the Existing Note Agreement is hereby amended and restated in its entirety as follows: "10.14 Prepayments, Etc. of Indebtedness. Make (or give any notice in respect of) any voluntary or optional payment or prepayment on or redemption, repurchase or acquisition for value of (including, without limitation, by way of depositing with the trustee with respect thereto or any other Person, money or securities before due for the purpose of paying when due), or any prepayment or... redemption (except as expressly required under the terms of the relevant agreement) as a result of any asset sale, Change of Control or similar event of any Indebtedness pursuant to the Credit Agreement Documents or the High Yield Documents, or, after the incurrence or issuance thereof, any Seller Subordinated Debt, provided, however, prepayments of Indebtedness under the Credit Agreement Documents may be made with the proceeds of Future High Yield Notes, and High Yield Notes may be prepaid with the proceeds of Future High Yield Notes, to the extent all such Indebtedness is otherwise permitted to be incurred under Section 10.2(b) and/or Section 10.2(n) hereof; provided further, (a) revolving loans under the Credit Agreement may be (i) prepaid at any time so long as no Event of Default is continuing or (ii) prepaid solely from the cash proceeds of Receivables Rights (as such term is defined in the Intercreditor Agreement) if an Event of Default then exists, (b) all or any portion of acquisition loans under the Credit Agreement may be prepaid at any time with the proceeds of a related equity issuance of the type described in clause (b)(iii) of the definition of "Prepayment Event" so long as no Event of Default is continuing and (c) any Indebtedness under the Credit Agreement Documents may be Refinanced from time to time so long as neither the outstanding principal amount, nor the Commitments (other than the unused portion of any Commitments), in respect thereof are reduced after giving effect to such Refinancing." View More