Common use of Limitations on Debt Prepayments Clause in Contracts

Limitations on Debt Prepayments. (a) Optionally prepay, repurchase or redeem or otherwise defease or segregate funds with respect to any Indebtedness for borrowed money (other than Indebtedness under the Loan Documents) of JSC, JSCE, the Borrower or any of their respective Subsidiaries; provided, however, that the foregoing shall not prevent the Borrower from (i) making any payment pursuant to Section 2.12 or 2.13, (ii) refinancing all or any portion of the 1993 Senior Notes, the 8-Year Senior Notes or the 10-Year Senior Notes on terms permitted by Section 7.01(d), (iii) repurchasing all or any portion of the 10-Year Senior Notes pursuant to the call provision of the 10-Year Senior Note Indenture or (iv) optionally prepaying, redeeming or repurchasing in the open market any Indebtedness for borrowed money of the Borrower or any of its Subsidiaries not otherwise permitted under clause (i), (ii) or (iii) above in an aggregate amount not to exceed $200,000,000. (b) Permit any amendment, waiver or modification to the terms of the Senior Note Indentures, the 1993 Senior Note Indenture, the Senior Notes or the 1993 Senior Notes or any agreement of the Borrower entered into in connection with the foregoing if the effect of such amendment or modification is to impose additional or increased scheduled or mandatory repayment, retirement, repurchase or redemption obligations in respect of such Indebtedness or to require any scheduled or mandatory payment to be made in respect of such Indebtedness prior to the date that such payment would otherwise be due.

Limitations on Debt Prepayments. (a) Optionally prepay, repurchase or redeem or otherwise defease or segregate funds (collectively, "repay") with respect to any Indebtedness for borrowed money (other than Indebtedness under the Loan Documents) of JSC, JSCE, the either Borrower or any of their respective the Subsidiaries; provided, however, that the foregoing shall not prevent the Borrower from (i) making each Borrower and any Subsidiary shall be permitted (x) to make any payment permitted or required pursuant to any Loan Document or any Existing Stone Loan Document, (y) so long as no Default or Event of Default shall have occurred and be continuing, to repay any intercompany Indebtedness permitted pursuant to Section 2.12 7.01, and (z) to refinance or 2.13, replace any Indebtedness as otherwise permitted hereunder and (ii) refinancing Stone shall be permitted to repay, on a voluntary basis, all or any portion of the 1993 Senior Subordinated Notes, the 8-Year Senior Notes or the 10-Year First Mortgage Notes, in each case, having a final maturity prior to December 31, 2002 (or if all such Indebtedness has been repaid or refinanced pursuant to Section 7.01(e) or Section 7.04, the Senior Notes on terms permitted by due 2004) in an aggregate amount, including any premium paid in connection therewith, not in excess of the sum of (A) U.S.$400,000,000, provided that such amount shall increase to U.S.$800,000,000 so long as, according to the most recent quarterly financial statement delivered pursuant to Section 7.01(d)6.04(b) of this Agreement, the Consolidated Leverage Ratio, before and after giving effect to such repayment, is less than 3.00 to 1.00, (iiiB) repurchasing all the Net Cash Proceeds from the issuance of capital stock to, or the contribution of capital from, SSCC after the Closing Date, (C) the Net Cash Proceeds of any portion Asset Sale that the applicable Borrower has elected to apply to the prepayment of the 10-Year Senior Notes such Indebtedness pursuant to the call provision second sentence of the 10-Year Senior Note Indenture or Section 2.13(b) and (ivD) optionally prepaying, redeeming or repurchasing in the open market any Prepayment Amount which either Borrower is entitled to use to prepay Indebtedness for borrowed money of the Borrower or any of its Subsidiaries not otherwise permitted under clause (ipursuant to Section 2.13(h), (ii) provided further that at the time of any such redemption, after giving effect to such redemption, no Default or (iii) above in an aggregate amount not to exceed $200,000,000Event of Default shall have occurred and be continuing. (b) Permit any amendment, waiver or modification to the terms of the Senior Note Indentures, Existing Stone Loan Documents or the 1993 Senior Note Indentureindentures or agreements governing the Subordinated Notes, the Senior Notes or the 1993 Senior First Mortgage Notes or any indenture or agreement of the Borrower entered into in connection with the foregoing (or any refinancing thereof pursuant to Section 7.01(e)) if the effect of such amendment amendment, waiver or modification is to impose additional or increased scheduled or mandatory repayment, retirement, repurchase or redemption obligations in respect of such Indebtedness or to require any scheduled or mandatory payment to be made in respect of such Indebtedness prior to the date that such payment would otherwise be due. (c) Make any offer to purchase, or redeem or purchase, any Indebtedness created pursuant to or evidenced by the Specified Senior Indentures pursuant to a "Deficiency Offer" made in accordance with Article Eleven (or any other similar Article or provision) of such indenture.

Limitations on Debt Prepayments. (a) Optionally prepay, repurchase or redeem or otherwise defease or segregate funds (collectively, "repay") with respect to any Indebtedness for borrowed money (other than Indebtedness under the Loan Documents) of JSC, JSCE, the either Borrower ----- or any of their respective the Subsidiaries; provided, however, that the foregoing shall not prevent the Borrower from (i) making each Borrower and any -------- ------- Subsidiary shall be permitted (x) to make any payment permitted or required pursuant to any Loan Document or any Existing Stone Loan Document, (y) so long as no Default or Event of Default shall have occurred and be continuing, to repay any intercompany Indebtedness permitted pursuant to Section 2.12 7.01, and (z) to refinance or 2.13, replace any Indebtedness as otherwise permitted hereunder and (ii) refinancing Stone shall be permitted to repay, on a voluntary basis, all or any portion of the 1993 Senior Subordinated Notes, the 8-Year Senior Notes or the 10-Year First Mortgage Notes, in each case, having a final maturity prior to December 31, 2002 (or if all such Indebtedness has been repaid or refinanced pursuant to Section 7.01(e) or --------------- Section 7.04, the Senior Notes on terms permitted by due 2004) in an aggregate amount, including any ------------ premium paid in connection therewith, not in excess of the sum of (A) U.S.$400,000,000, provided that such amount shall increase to U.S.$800,000,000 -------- so long as, according to the most recent quarterly financial statement delivered pursuant to Section 7.01(d)6.04(b) of this Agreement, the Consolidated Leverage Ratio, --------------- before and after giving effect to such repayment, is less than 3.00 to 1.00, (iiiB) repurchasing all the Net Cash Proceeds from the issuance of capital stock to, or the contribution of capital from, SSCC after the Closing Date, (C) the Net Cash Proceeds of any portion Asset Sale that the applicable Borrower has elected to apply to the prepayment of the 10-Year Senior Notes such Indebtedness pursuant to the call provision second sentence of the 10-Year Senior Note Indenture or Section 2.13(b) and (ivD) optionally prepaying, redeeming or repurchasing in the open market --------------- any Prepayment Amount which either Borrower is entitled to use to prepay Indebtedness for borrowed money of the Borrower or any of its Subsidiaries not otherwise permitted under clause (ipursuant to Section 2.13(h), (ii) provided further that at the time of --------------- -------- ------- any such redemption, after giving effect to such redemption, no Default or (iii) above in an aggregate amount not to exceed $200,000,000Event of Default shall have occurred and be continuing. (b) Permit any amendment, waiver or modification to the terms of the Senior Note Indentures, Existing Stone Loan Documents or the 1993 Senior Note Indentureindentures or agreements governing the Subordinated Notes, the Senior Notes or the 1993 Senior First Mortgage Notes or any indenture or agreement of the Borrower entered into in connection with the foregoing (or any refinancing thereof pursuant to Section 7.01(e)) if the effect of such amendment ---------------- amendment, waiver or modification is to impose additional or increased scheduled or mandatory repayment, retirement, repurchase or redemption obligations in respect of such Indebtedness or to require any scheduled or mandatory payment to be made in respect of such Indebtedness prior to the date that such payment would otherwise be due. (c) Make any offer to purchase, or redeem or purchase, any Indebtedness created pursuant to or evidenced by the Specified Senior Indentures pursuant to a "Deficiency Offer" made in accordance with Article Eleven (or any other similar Article or provision) of such indenture.

Limitations on Debt Prepayments. (a) Optionally prepay, repurchase or redeem or otherwise defease or segregate funds with respect to any Indebtedness for borrowed money (other than Indebtedness under including, in the Loan Documents) case of JSC, JSCEthe Borrower, the Borrower or any of their respective SubsidiariesSubordinated Notes and the Series I Tranche A Exchange Notes); provided, however, that the foregoing shall not prevent the Borrower from (i) making any payment pursuant to Section 2.12 or 2.13, (ii) refinancing all of Series I Tranche A Exchange Notes (or any portion of Tranche A Exchange Note Refinancing Indebtedness) or the 1993 Senior NotesSubordinated Notes (or the Subordinated Note Refinancing Indebtedness) pursuant to, and in accordance with, the 8-Year Senior Notes provisions of Section 7.01(g) or 7.01(h), respectively (provided that, from and after any such refinancing, this Section 7.09 shall apply to the 10-Year Senior Notes on terms permitted by Section 7.01(dIndebtedness incurred in connection with such refinancing), (iii) repurchasing all prepaying or otherwise refinancing any portion of the 10-Year Senior Notes Indebtedness permitted pursuant to the call provision of the 10-Year Senior Note Indenture or (iv) optionally prepaying, redeeming or repurchasing in the open market any Indebtedness for borrowed money of the Borrower or any of its Subsidiaries not otherwise permitted under clause clauses (i), (iij), (l), (m) or (iiiq) above in an of Section 7.01, (iv) effecting the Series II Tranche A Exchange Note Refinancing or (v) prepaying, repurchasing, redeeming or defeasing up to $15,000,000 aggregate principal amount of the Subordinated Notes during the term of this Agreement (provided that (i) the entire amount of such prepayment, repurchase, redemption or defeasance during any fiscal year shall be funded solely from the sum of (without duplication) (A) the 50% of Excess Cash Flow for the immediately preceding fiscal year (beginning on or after January 1, 1999) that the Borrower is not required pursuant to exceed $200,000,000Section 2.13(c) to apply to prepay obligations outstanding under this Agreement and the outstanding Series I Tranche A Exchange Notes and (B) any portion of the amount available pursuant to the preceding clause (A) with respect to any prior fiscal year (beginning on or after January 1, 1999) other than the immediately preceding fiscal year and not used prior to the current fiscal year to fund the prepayment, repurchase, redemption or defeasance of Subordinated Notes and (ii) immediately after giving effect thereto no Default or Event of Default shall have occurred or be continuing or would result therefrom). (b) Permit any amendment, waiver amendment or modification to the terms of the Senior any Subordinated Note, any Subordinated Note Indentures, the 1993 Senior Note Indenture, the Senior Notes Guarantee or the 1993 Senior Notes or any agreement of the Borrower entered into in connection with the foregoing Subordinated Note Indenture if the effect of such amendment or modification is to impose additional or increased scheduled or mandatory repayment, retirement, repurchase or redemption obligations in respect of such Indebtedness or to require any scheduled or mandatory payment to be made in respect of such Indebtedness the Subordinated Notes prior to the date that such payment would otherwise be due; or permit any amendment or modification to the terms of the Series I Tranche A Exchange Notes or the Tranche A Exchange Note Purchase Agreements unless made in compliance with Section 7.04 of the Intercreditor Agreement (or the analogous provision, if any, of any successor agreement).

Limitations on Debt Prepayments. (a) Optionally prepay, repurchase or redeem or otherwise defease or segregate funds with respect to any Indebtedness for borrowed money (other than Indebtedness under including, in the Loan Documents) case of JSC, JSCEthe Borrower, the Borrower or any of their respective SubsidiariesSubordinated Notes and the Tranche A Exchange Notes); providedPROVIDED, howeverHOWEVER, that the foregoing shall not prevent the Borrower from (i) making any payment pursuant to Section 2.12 or 2.13, (ii) refinancing all of Tranche A Exchange Notes (or any portion of Tranche A Exchange Note Refinancing Indebtedness) or the 1993 Senior NotesSubordinated Notes (or the Subordinated Note Refinancing Indebtedness) pursuant to, and in accordance with, the 8-Year Senior Notes provisions of Section 7.01(g) or the 10-Year Senior Notes on terms permitted by Section 7.01(d7.01(h), respectively (PROVIDED that, from and after any such refinancing, this Section 7.09 shall apply to the Indebtedness incurred in connection with such refinancing) or (iii) repurchasing all prepaying or otherwise refinancing any portion of the 10-Year Senior Notes Indebtedness permitted pursuant to the call provision of the 10-Year Senior Note Indenture or (iv) optionally prepaying, redeeming or repurchasing in the open market any Indebtedness for borrowed money of the Borrower or any of its Subsidiaries not otherwise permitted under clause clauses (i), (iij), (l) or (iiim) above in an aggregate amount not to exceed $200,000,000of Section 7.01. (b) Permit any amendment, waiver amendment or modification to the terms of the Senior any Subordinated Note, any Subordinated Note Indentures, the 1993 Senior Note Indenture, the Senior Notes Guarantee or the 1993 Senior Notes or any agreement of the Borrower entered into in connection with the foregoing Subordinated Note Indenture if the effect of such amendment or modification is to impose additional or increased scheduled or mandatory repayment, retirement, repurchase or redemption obligations in respect of such Indebtedness or to require any scheduled or mandatory payment to be made in respect of such Indebtedness the Subordinated Notes prior to the date that such payment would otherwise be due; or permit any amendment or modification to the terms of the Tranche A Exchange Notes or the Tranche A Exchange Note Purchase Agreements unless made in compliance with Section 7.04 of the Intercreditor Agreement (or the analogous provision, if any, of any successor agreement).

Limitations on Debt Prepayments. (a) Optionally prepay, repurchase or redeem or otherwise defease or segregate funds with respect to any Indebtedness for borrowed money (including, in the case of the Company, the Subordinated Notes) other than Indebtedness under the Loan Documents) of JSC, JSCE, the Borrower or any of their respective SubsidiariesNotes; provided, however, that the foregoing shall not prevent the Borrower Company from (i) making any payment pursuant to Section 2.12 or 2.132.13 of the Credit Agreement, (ii) refinancing all Indebtedness under the Credit Agreement or any portion of the 1993 Senior NotesSubordinated Notes pursuant to, and in accordance with, the 8-Year Senior Notes provisions of Section 7.1(g) or the 10-Year Senior Notes on terms permitted by Section 7.01(d(h), respectively (iii) repurchasing all or any portion of the 10-Year Senior Notes pursuant whereupon this Section 7.9 shall apply to the call provision of the 10-Year Senior Note Indenture or (iv) optionally prepaying, redeeming or repurchasing Indebtedness incurred in the open market connection with any Indebtedness for borrowed money of the Borrower or any of its Subsidiaries not otherwise permitted under clause (i), (iisuch refinancing) or (iii) above prepaying or otherwise refinancing any Indebtedness permitted in Section 7.1(i), 7.1(j), 7.1(l) or 7.1(m). Without limiting the foregoing, neither the Credit Agreement nor the Subordinated Note Indenture nor any document in respect of Credit Agreement Refinancing Indebtedness or Subordinated Note Refinancing Indebtedness shall prevent the Company from electing to apply to the optional prepayment of Notes from time to time pursuant to Section 5.2 in an aggregate amount not (allocable to exceed $200,000,000principal and Make-Whole Premium or Break Funding Cost, as the case may be) in each case at least equal to the Pro Rata Share of the holders of the Notes in respect of each optional prepayment of the Term Loans pursuant to Section 2.12 of the Credit Agreement (or the analogous provision in respect of Credit Agreement Refinancing Indebtedness). (b) Permit any amendment, waiver amendment or modification to the terms of the Senior any Subordinated Note, any Subordinated Note Indentures, the 1993 Senior Note Indenture, the Senior Notes Guarantees or the 1993 Senior Notes or any agreement of the Borrower entered into in connection with the foregoing Subordinated Note Indenture if the effect of such amendment or modification is to impose additional or increased scheduled or mandatory repayment, retirement, repurchase or redemption obligations in respect of the Indebtedness evidenced by such Indebtedness notes or to require any scheduled or mandatory payment to be made in respect of such Indebtedness notes prior to the date that such payment would otherwise be due; or permit any amendment or modification to the terms of the Credit Agreement or any agreement relating to Refinancing Indebtedness unless made in compliance with Section 7.04 of the Intercreditor Agreement (or the analogous provision of any successor thereto).

Limitations on Debt Prepayments. (a) Optionally prepay, repurchase or redeem or otherwise defease or segregate funds with respect to any Indebtedness for borrowed money (other than Indebtedness under of the Loan Documents) of JSC, JSCE, the Borrower or any of their respective SubsidiariesBorrower; provided, however, that the foregoing shall not prevent the Borrower from (i) making any payment pursuant to Section 2.12 or 2.13, 2.13 or (ii) refinancing all redeeming or repurchasing any portion of then-outstanding Subordinated Indebtedness with Indebtedness incurred pursuant to Section 7.01(j) (it being understood that, following any such redemption or repurchase under this clause (ii), this Section 7.09 shall apply to the 1993 Senior Notes, the 8-Year Senior Notes or the 10-Year Senior Notes on terms permitted by Section 7.01(dIndebtedness incurred in connection with any such refinancing), (iii) redeeming or repurchasing all or any portion then-outstanding Subordinated Indebtedness with the Net Proceeds of the 10-Year Senior Notes pursuant to the call provision of the 10-Year Senior Note Indenture any Equity Issuance or (iv) optionally prepaying, redeeming or repurchasing in consummating the open market any Indebtedness for borrowed money of the Borrower or any of its Subsidiaries not otherwise permitted under clause (i), (ii) or (iii) above in an aggregate amount not to exceed $200,000,000Hammond Sale. (b) Permit any amendment, waiver or modification to modificaxxxx xx the terms of the Senior Note Indenturesany Subordinated Indebtedness, the 1993 Senior Note Indenture, the Senior Notes or the 1993 Senior Notes or any indenture relating to, or other agreement of the Borrower entered into in connection with the foregoing with, any Subordinated Indebtedness, if the effect of such amendment or modification is to impose additional or increased scheduled or mandatory repayment, retirement, repurchase or redemption obligations in respect of such Indebtedness or to require any scheduled or mandatory payment to be made in respect of such Indebtedness prior to the date that such payment would otherwise be due; provided, however, that the foregoing shall not prevent any amendment, waiver or modification to the terms of any such Subordinated Indebtedness or indenture if such Subordinated Indebtedness as so amended, waived or modified could have been issued by the Borrower pursuant to Section 7.01(k).

Limitations on Debt Prepayments. (a) Optionally prepay, repurchase or redeem or otherwise defease or segregate funds with respect to any Indebtedness for borrowed money (other than Indebtedness under the Loan Documents) of JSCSSCC, JSCE, the Borrower or any of their respective Subsidiaries; provided, however, that the foregoing shall not prevent the Borrower from (i) making any payment pursuant to Section 2.12 or 2.13, (ii) refinancing all or any portion of the 1993 Senior Notes, the 8-Year Senior Notes or the 10-Year Senior Notes on terms permitted by Section 7.01(d), or (iii) repurchasing all or any portion of the 10-Year Senior Notes pursuant to the call provision of the 10-Year Senior Note Indenture or Indenture, provided that at the time of any such repurchase (iv) optionally prepaying, redeeming or repurchasing in the open market other than any Indebtedness for borrowed money of the Borrower or any of its Subsidiaries not otherwise repurchase permitted under by clause (i), (ii) or (iii) above in an connection with a refinancing permitted by Section 7.01(d)), the aggregate outstanding amount not of the Term Loans is less than or equal to exceed $200,000,000750,000,000. (b) Permit any amendment, waiver or modification to the terms of the Senior Note Indentures, the 1993 Senior Note Indenture, the Senior Notes or the 1993 Senior Notes or any agreement of the Borrower entered into in connection with the foregoing if the effect of such amendment or modification is to impose additional or increased scheduled or mandatory repayment, retirement, repurchase or redemption obligations in respect of such Indebtedness or to require any scheduled or mandatory payment to be made in respect of such Indebtedness prior to the date that such payment would otherwise be due.

Limitations on Debt Prepayments. (a) Optionally prepay, repurchase or redeem or otherwise defease or segregate funds (collectively, "REPAY") with respect to any Indebtedness for borrowed money (other than Indebtedness under the Loan Documents) of JSC, JSCE, the any Borrower or any of their respective the Subsidiaries; providedPROVIDED, howeverHOWEVER, that the foregoing Borrowers and any Subsidiary shall not prevent the Borrower from be permitted (i) making to make any payment permitted or required pursuant to Section 2.12 or 2.13any Loan Document and, (ii) refinancing all or any portion of on and after the 1993 Senior NotesJSC Transaction Date, the 8-Year Senior Notes or the 10-Year Senior Notes on terms permitted by Section 7.01(d), (iii) repurchasing all or any portion of the 10-Year Senior Notes pursuant to the call provision of the 10-Year Senior Note Indenture JSC Credit Agreement or any Loan Document (iv) optionally prepaying, redeeming or repurchasing as defined in the open market any Indebtedness for borrowed money of the Borrower or any of its Subsidiaries not otherwise permitted under clause (iJSC Credit Agreement), (ii) so long as no Default or Event of Default shall have occurred and be continuing, to repay any intercompany Indebtedness permitted pursuant to SECTION 7.01, any Capital Lease Obligations, any unsubordinated Indebtedness incurred pursuant to SECTION 7.01(o), any Indebtedness incurred pursuant to SECTION 7.01(p), and the Senior Notes due 2006 at or below par, or above par with the Net Cash Proceeds of the Europa Carton Sale or the Pontiac Sale, (iii) above to refinance or replace any Indebtedness as otherwise permitted hereunder or, on or after the JSC Transaction Date, under the JSC Credit Agreement and (iv) to repurchase the Senior Notes due 2006 that may accept Stone's offer to repurchase made pursuant to Section 1013 of the Senior 103 Notes due 2006 Indenture, PROVIDED that at the time such offer is made, there shall be at least U.S.$400,000,000 in an the aggregate amount not to exceed $200,000,000of unused Revolving Credit Commitments, Revolving (Supplemental) Credit Commitments and Revolving (Canadian) Credit Commitments. (b) Permit any amendment, waiver or modification to the terms of the Senior Note Indentures, the 1993 Senior Note Indenture, indentures or agreements governing the Senior Notes or the 1993 Senior Notes (or any agreement of the Borrower entered into in connection with the foregoing refinancing thereof pursuant to SECTION 7.01(e)) if the effect of such amendment amendment, waiver or modification is to impose additional or increased scheduled or mandatory repayment, retirement, repurchase or redemption obligations in respect of such Indebtedness or to require any scheduled or mandatory payment to be made in respect of such Indebtedness prior to the date that such payment would otherwise be due. (c) Make any offer to purchase, or redeem or purchase, any Indebtedness created pursuant to or evidenced by the Specified Senior Indentures pursuant to a "Deficiency Offer" made in accordance with ARTICLE XI (or any other similar Article or provision) of such indenture.

Limitations on Debt Prepayments. (a) Optionally -------------------------------- prepay, repurchase or redeem or otherwise defease or segregate funds with respect to any Indebtedness for borrowed money (other than Indebtedness under the Loan Documents) of JSCSSCC, JSCE, the Borrower or any of their respective Subsidiaries; provided, however, that the foregoing shall not prevent the Borrower from (i) making any payment pursuant to Section 2.12 or 2.13, (ii) refinancing all or any portion of the 1993 Senior Notes, the 8-Year Senior Notes or the 10-Year Senior Notes with the proceeds of Tranche B Term Loans and available cash or otherwise on terms permitted by Section 7.01(d), (iii) repurchasing all or any portion of the 10-Year Senior Notes pursuant to the call provision of the 10-Year Senior Note Indenture or (iv) optionally prepaying, redeeming or repurchasing in the open market any Indebtedness for borrowed money of the Borrower or any of its Subsidiaries not otherwise permitted under clause (i), (ii) or (iii) above repurchasing, redeeming or otherwise extinguishing up to $400,000,000 in an aggregate principal amount not (including any accrued and unpaid interest and any premium thereon) of any Indebtedness, provided, further, that at the time of any such repurchase permitted by clause (iii) above, the aggregate outstanding amount of the Term Loans is less than or equal to exceed $200,000,000450,000,000. (b) Permit any amendment, waiver or modification to the terms of the Senior Note Indentures, the 1993 Senior Note Indenture, the Senior Notes or the 1993 Senior Notes or any agreement of the Borrower entered into in connection with the foregoing if the effect of such amendment or modification is to impose additional or increased scheduled or mandatory repayment, retirement, repurchase or redemption obligations in respect of such Indebtedness or to require any scheduled or mandatory payment to be made in respect of such Indebtedness prior to the date that such payment would otherwise be due.

Limitations on Debt Prepayments. (a) Optionally prepay, repurchase or redeem or otherwise defease or segregate funds with respect to 99 94 any Indebtedness for borrowed money (other than Indebtedness under including, in the Loan Documents) case of JSC, JSCEthe Borrower, the Borrower or Subordinated Notes, the 10 1/4% Subordinated Notes, any of their respective SubsidiariesSubordinated Note Refinancing Indebtedness and any Subordinated Acquisition Financing); provided, however, that the foregoing shall not prevent the Borrower from (i) making any payment pursuant to Section 2.12 or 2.13, (ii) refinancing all or any portion of repurchasing 10 1/4% Subordinated Notes pursuant to the 1993 Senior Notes, the 8-Year Senior Notes or the 10-Year Senior Notes on terms permitted by Section 7.01(d)Debt Tender Offer, (iii) repurchasing all refinancing the Subordinated Notes (or any portion Subordinated Note Refinancing Indebtedness) pursuant to, and in accordance with, the provisions of the 10-Year Senior Notes pursuant Section 7.01(h) (provided that, from and after any such refinancing, this Section 7.09 shall apply to the call provision of the 10-Year Senior Note Indenture or Indebtedness incurred in connection with such refinancing), (iv) optionally prepaying, redeeming prepaying or repurchasing in the open market otherwise refinancing any Indebtedness for borrowed money of the Borrower or any of its Subsidiaries not otherwise permitted under clause pursuant to clauses (i), (iij) or (iiim) above in an aggregate amount not to exceed $200,000,000of Section 7.01 or (v) prepaying the Santa Nella Note. (b) Permit any amendment, waiver amendment or modification to the terms of the Senior any Subordinated Note IndenturesDocument, the 1993 Senior 10 1/4% Subordinated Note IndentureDocument, the Senior Notes Subordinated Note Refinancing Document or the 1993 Senior Notes or any agreement of the Borrower entered into in connection with the foregoing Subordinated Acquisition Financing Document if the effect of such amendment or modification is to impose additional or increased scheduled or mandatory repayment, retirement, repurchase or redemption obligations in respect of such Indebtedness or to require any scheduled or mandatory payment to be made in respect of such the Subordinated Notes, the 10 1/4% Subordinated Notes, any Subordinated Note Refinancing Indebtedness and any Subordinated Acquisition Financing, as the case may be, prior to the date that such payment would otherwise be due.

Limitations on Debt Prepayments. (a) Optionally prepay, repurchase or redeem or otherwise defease or segregate funds (collectively, "repay") with respect to any Indebtedness for borrowed money (other than Indebtedness under the Loan Documents) of JSCSSCC, JSCE, the Borrower or any of their respective Subsidiaries; provided, however, that the foregoing shall not prevent SSCC, JSCE, the Borrower from and any of their respective Subsidiaries shall be permitted (i) making on or after the Stone Transaction Date, to make any payment permitted or required pursuant to Section 2.12 the Stone Credit Agreement or 2.13any Loan Document (as defined in the Stone Credit Agreement), (ii) refinancing to repay up to $400,000,000 in aggregate principal amount (including any accrued and unpaid interest and any premium thereon) of any Indebtedness, provided, further, that at the time of any such repurchase permitted by clause (ii) above, the aggregate outstanding amount of the Term Loans is less than or equal to $450,000,000, (iii) so long as no Default or Event of Default shall have occurred and be continuing, to repay intercompany Indebtedness permitted pursuant to Section 7.01, any Capital Lease Obligations, any unsubordinated Indebtedness permitted pursuant to Section 7.01(m), any Indebtedness incurred pursuant to Section 7.01(u) in respect of the MBI Transaction (as defined in the Stone Credit Agreement), (iv) to refinance or replace any Indebtedness as otherwise permitted hereunder or, on or after the Stone Transaction Date, under the Stone Credit Agreement and (v) to repay all or any a portion of the 1993 Senior Notes, the 8-Year Senior Notes or the 10-Year Senior Notes on terms permitted by Section 7.01(d), (iii) repurchasing all or any portion of the 10-Year Senior Notes pursuant to the call provision of the 10-Year 1993 Senior Note Indenture or (iv) optionally prepayingNotes Tender Offer, redeeming or repurchasing in the open market any Indebtedness for borrowed money of the Borrower or any of its Subsidiaries not otherwise permitted under clause (i), (ii) or (iii) above in an aggregate amount not to exceed $200,000,000otherwise. (b) Permit Except as expressly contemplated by the 1993 Senior Notes Tender Offer, permit any amendment, waiver or modification to the terms of the Senior Note Indentures, the 1993 Senior Note Indenture, the Senior Notes Indentures or the 1993 Senior Notes or any agreement of the Borrower entered into in connection with the foregoing if the effect of such amendment or modification is to impose additional or increased scheduled or mandatory repayment, retirement, repurchase or redemption obligations in respect of such Indebtedness or to require any scheduled or mandatory payment to be made in respect of such Indebtedness prior to the date that such payment would otherwise be due.