Common use of Prepayment of Indebtedness; Subordinated Indebtedness Clause in Contracts

Prepayment of Indebtedness; Subordinated Indebtedness. (a) No Loan Party shall, directly or indirectly, voluntarily purchase, redeem, defease or prepay any principal of, premium, if any, interest or other amount payable in respect of any Indebtedness prior to its scheduled maturity, other than (i) the Obligations; (ii) Indebtedness secured by a Permitted Lien if the asset securing such Indebtedness has been sold or otherwise disposed of; (iii) Indebtedness permitted by Section 6.17(d) upon any refinancing thereof in accordance therewith; (iv) Indebtedness permitted by Section 6.17 (c), (e) and (g); and (v) other Indebtedness in respect of the Parent Notes so long as, with respect to this clause (v), (A) after giving pro forma effect to such voluntary purchase, redemption, defeasance or prepayment, Availability was not less than $40,000,000 for any period of three consecutive days during the six-month period ending on the date on which such voluntary purchase, redemption, defeasance or prepayment was made and is not projected to be less than $40,000,000 during the six-month period immediately after the date on which such voluntary purchase, redemption, defeasance or prepayment is made (with such projected Availability to be determined by reference to the average projected Availability on the last day of each of the relevant six months), (B) the Fixed Charge Coverage Ratio is at least 1.25 to 1.0 on a pro forma basis for such voluntary purchase, redemption, defeasance or prepayment, and (C) the Borrower Representative has delivered a certificate of an Authorized Officer attesting to the matters set forth in clauses (v)(A) and (B) above and showing in reasonable detail all calculations with respect thereto; provided that, notwithstanding the foregoing, in no event shall any voluntary purchase, redemption, defeasance or prepayment in respect of the Parent Notes be permitted on any day during any Seasonal Availability Period or the Business Day immediately following any Seasonal Availability Period. (b) No Loan Party shall make any amendment or modification that is in any way adverse to the interests of the Lenders, to the indenture, note or other agreement evidencing or governing any Subordinated Indebtedness, or directly or indirectly voluntarily prepay, defease or in substance defease, purchase, redeem, retire or otherwise acquire, any Subordinated Indebtedness.

Prepayment of Indebtedness; Subordinated Indebtedness. (a) No Loan Party shall, directly or indirectly, voluntarily purchase, redeem, defease or prepay any principal of, premium, if any, interest or other amount payable in respect of any Indebtedness prior to its scheduled maturity, other than (i) the Obligations; (ii) Indebtedness secured by a Permitted Lien if the asset securing such Indebtedness has been sold or otherwise disposed ofof in accordance with Section 6.20; (iii) Indebtedness permitted by Section 6.17(d) upon any refinancing thereof in accordance therewith; (iv) Indebtedness permitted by Section 6.17 (cSections 6.17(e) and 6.17(j), so long as (eA) no Default has occurred and is continuing or would result therefrom, (B) prior or to and after giving effect to such redemption, prepayment or defeasement, Borrower shall be in pro forma compliance with the financial covenants set forth herein, and (g)C) prior to and after giving effect to such redemption, prepayment or defeasement, Borrower shall have excess Availability of at least $20,000,000; and (v) other Indebtedness in respect of the Parent Notes so long as, with respect an aggregate amount not to this clause (v), (A) after giving pro forma effect to such voluntary purchase, redemption, defeasance or prepayment, Availability was not less than exceed $40,000,000 for 2,000,000 in any period of three consecutive days during the six-month period ending on the date on which such voluntary purchase, redemption, defeasance or prepayment was made and is not projected to be less than $40,000,000 during the six-month period immediately after the date on which such voluntary purchase, redemption, defeasance or prepayment is made (with such projected Availability to be determined by reference to the average projected Availability on the last day of each of the relevant six months), (B) the Fixed Charge Coverage Ratio is at least 1.25 to 1.0 on a pro forma basis for such voluntary purchase, redemption, defeasance or prepayment, and (C) the Borrower Representative has delivered a certificate of an Authorized Officer attesting to the matters set forth in clauses (v)(A) and (B) above and showing in reasonable detail all calculations with respect thereto; provided that, notwithstanding the foregoing, in no event shall any voluntary purchase, redemption, defeasance or prepayment in respect of the Parent Notes be permitted on any day during any Seasonal Availability Period or the Business Day immediately following any Seasonal Availability PeriodFiscal Year. (b) No Loan Party shall make any amendment (i) amend or modification that is in any way adverse to the interests of the Lenders, to modify the indenture, note or other agreement evidencing or governing any Subordinated IndebtednessIndebtedness or Indebtedness described in Section 6.17(j), in each case, in any manner that would adversely affect the rights of the Lenders under this Agreement or their ability to enforce the same, or (ii) directly or indirectly voluntarily prepay, defease or in substance defease, purchase, redeem, retire or otherwise acquire, any Subordinated Indebtedness.

Prepayment of Indebtedness; Subordinated Indebtedness. (a) No Loan Party shall, directly or indirectly, voluntarily purchase, redeem, defease or prepay any principal of, premium, if any, interest or other amount payable in respect of any Indebtedness prior to its scheduled maturity, other than than (i) the Obligations; (ii) Indebtedness secured by a Permitted Lien if the asset securing such Indebtedness has been sold or otherwise disposed ofof in accordance with Section 6.20; (iii) Indebtedness permitted by Section 6.17(d) upon any refinancing thereof in accordance therewith; (iv) Indebtedness permitted by Section 6.17 (cSections 6.17(e) and 6.17(j), so long as (eA) no Default has occurred and is continuing or would result therefrom, (B) prior or to and after giving effect to such redemption, prepayment or defeasement, Borrower shall be in pro forma compliance with the financial covenants set forth herein, and (g)C) prior to and after giving effect to such redemption, prepayment or defeasement, Borrower shall have excess Availability of at least $20,000,000; and (v) other Indebtedness in respect of the Parent Notes so long as, with respect an aggregate amount not to this clause (v), (A) after giving pro forma effect to such voluntary purchase, redemption, defeasance or prepayment, Availability was not less than exceed $40,000,000 for 2,000,000 in any period of three consecutive days during the six-month period ending on the date on which such voluntary purchase, redemption, defeasance or prepayment was made and is not projected to be less than $40,000,000 during the six-month period immediately after the date on which such voluntary purchase, redemption, defeasance or prepayment is made (with such projected Availability to be determined by reference to the average projected Availability on the last day of each of the relevant six months), (B) the Fixed Charge Coverage Ratio is at least 1.25 to 1.0 on a pro forma basis for such voluntary purchase, redemption, defeasance or prepayment, and (C) the Borrower Representative has delivered a certificate of an Authorized Officer attesting to the matters set forth in clauses (v)(A) and (B) above and showing in reasonable detail all calculations with respect thereto; provided that, notwithstanding the foregoing, in no event shall any voluntary purchase, redemption, defeasance or prepayment in respect of the Parent Notes be permitted on any day during any Seasonal Availability Period or the Business Day immediately following any Seasonal Availability PeriodFiscal Year. (b) No Loan Party shall make any amendment (i) amend or modification that is in any way adverse to the interests of the Lenders, to modify the indenture, note or other agreement evidencing or governing any Subordinated IndebtednessIndebtedness or Indebtedness described in Section 6.17(j), in each case, in any manner that would adversely affect the rights of the Lenders under this Agreement or their ability to enforce the same, or (ii) directly or indirectly voluntarily prepay, defease or in substance defease, purchase, redeem, retire or otherwise acquire, any Subordinated Indebtedness.

Prepayment of Indebtedness; Subordinated Indebtedness. (a) No Loan Party shall, directly or indirectly, voluntarily purchase, redeem, defease or prepay any principal of, premium, if any, interest or other amount payable in respect of any Indebtedness prior to its scheduled maturity, other than (i) the Obligations; (ii) Indebtedness secured by a Permitted Lien if the asset securing such Indebtedness has been sold or otherwise disposed ofof in accordance with Section 6.19; (iii) Indebtedness permitted by Section 6.17(d6.16(d) upon any refinancing thereof in accordance therewith; and (iv) Indebtedness permitted by Section 6.17 (c6.16(e), (e) and (g); and (v) other Indebtedness in respect of the Parent Notes so long as, with respect to this clause (v), (A) after giving pro forma effect to such voluntary purchase, redemption, defeasance or prepayment, Availability was not less than $40,000,000 for any period of three consecutive days during the six-month period ending on the date on which such voluntary purchase, redemption, defeasance or prepayment was made and is not projected to be less than $40,000,000 during the six-month period immediately after the date on which such voluntary purchase, redemption, defeasance or prepayment is made (with such projected Availability to be determined by reference to the average projected Availability on the last day of each of the relevant six months), (B) the Fixed Charge Coverage Ratio is at least 1.25 to 1.0 on a pro forma basis for such voluntary purchase, redemption, defeasance or prepayment, and (C) the Borrower Representative has delivered a certificate of an Authorized Officer attesting to the matters set forth in clauses (v)(A) and (B) above and showing in reasonable detail all calculations with respect thereto; provided that, notwithstanding the foregoing, in no event shall any voluntary purchase, redemption, defeasance or prepayment in respect of the Parent Notes be permitted on any day during any Seasonal Availability Period or the Business Day immediately following any Seasonal Availability Period. (b) No Loan Party shall make any amendment or modification that is in any way adverse to the interests of the Lenders, to the indentureIndenture, note or other agreement evidencing or governing any Subordinated Indebtedness, or directly or indirectly voluntarily prepay, defease or in substance defease, purchase, redeem, retire or otherwise acquire, any Subordinated Indebtedness; provided that, the Borrower may make scheduled payments of interest with respect to Subordinated Indebtedness as long as no Default or Unmatured Default has occurred and is continuing or would result after giving effect to such payment.

Prepayment of Indebtedness; Subordinated Indebtedness. (a) No Loan Party shall, directly or indirectly, voluntarily purchase, redeem, defease or prepay any principal of, premium, if any, interest or other amount payable in respect of any Indebtedness prior to its scheduled maturity, other than (i) the Obligations; (ii) Indebtedness secured by a Permitted Lien if the asset securing such Indebtedness has been sold or otherwise disposed of; (iii) Indebtedness permitted by Section 6.17(d) upon any refinancing thereof in accordance therewith; (iv) Indebtedness permitted by Section 6.17 (c), (e) and (g); (v) Propane Sale Proceeds Debt, so long as repaid in accordance with the terms of Section 6.19(c), (vi) Parent Notes that are repurchased with the proceeds of distributions made pursuant to clause (w) of the first sentence of Section 6.16(a) or are optionally repurchased with the proceeds of distributions made pursuant to clause (i)(z) of the second sentence of Section 6.16(a) and (vvii) other Indebtedness in respect of the Parent Notes so long as, with respect to this clause (v), as (A) after giving pro forma effect to such voluntary purchase, redemption, defeasance or prepayment, Availability was not less than $40,000,000 (plus such voluntary purchase, redemption, defeasance or prepayment is being made on or prior to the first anniversary of the date of consummation of the Propane Sale, the Excess Proceeds Reserve Amount at such time) for any period of three consecutive days during the six12-month period ending on the date on which such voluntary purchase, redemption, defeasance or prepayment was made (it being understood and is not projected to agreed that the Excess Proceeds Reserve Amount shall only be less than $40,000,000 during the six-month period immediately after included, if applicable, until the date which is on which such voluntary purchase, redemption, defeasance or prepayment is made (with such projected Availability to be determined by reference prior to the average projected Availability on the last day of each first anniversary of the relevant six monthsdate of consummation of the Propane Sale), (B) the Fixed Charge Coverage Ratio is at least 1.25 to 1.0 on a pro forma proforma basis for such voluntary purchase, redemption, defeasance or prepayment, and (C) the Borrower Representative has delivered a certificate of an Authorized Officer attesting to the matters set forth in clauses (v)(A) and (B) above and showing in reasonable detail all calculations with respect thereto; provided that, notwithstanding the foregoing, in no event shall any voluntary purchase, redemption, defeasance or prepayment in respect of the Parent Notes be permitted on any day during any Seasonal Availability Period or the Business Day immediately following any Seasonal Availability Period. (b) No Loan Party shall make any amendment or modification that is in any way adverse to the interests of the Lenders, to the indenture, note or other agreement evidencing or governing any Subordinated Indebtedness, or directly or indirectly voluntarily prepay, defease or in substance defease, purchase, redeem, retire or otherwise acquire, any Subordinated Indebtedness.

Prepayment of Indebtedness; Subordinated Indebtedness. (a) No Loan Party shall, directly or indirectly, voluntarily purchase, redeem, defease or prepay any principal of, premium, if any, interest or other amount payable in respect of any Indebtedness prior to its scheduled maturitymaturity or required payments therefor, other than (i) the Obligations; (ii) Indebtedness secured by a Permitted Lien Encumbrance if the asset securing such Indebtedness has been sold or otherwise disposed ofof in accordance with Section 6.03; (iii) Indebtedness permitted by Section 6.17(d6.01(b), (j), (k), (m) or (o) upon any refinancing or replacement thereof in accordance therewithwith Section 6.01(l); (iv) Indebtedness permitted by Section 6.17 6.01(c), (cd), (e) and (g); and (v) other Indebtedness in respect of the Parent Notes so long as, with respect to this clause (v), (Af) or (n); provided that the foregoing restriction shall not apply if, immediately before and immediately after giving pro forma effect to any such voluntary purchase, redemption, defeasance or prepayment, Availability was not less than $40,000,000 for any period of three consecutive days during the six-month period ending on the date on which such voluntary purchase, redemption, defeasance or prepayment was made and is not projected to any related Borrowings (A) no Event of Default shall have occurred and be less than $40,000,000 during the six-month period immediately after the date on which such voluntary purchase, redemption, defeasance or prepayment is made (with such projected Availability to be determined by reference to the average projected Availability on the last day of each of the relevant six months), continuing and (B) the Fixed Charge Coverage Ratio is at least 1.25 to 1.0 on a pro forma basis for such voluntary purchase, redemption, defeasance or prepayment, and (C) the Borrower Representative has delivered a certificate of an Authorized Officer attesting to the matters set forth in clauses (v)(A) and (B) above and showing in reasonable detail all calculations with respect thereto; provided that, notwithstanding the foregoing, in no event shall any voluntary purchase, redemption, defeasance or prepayment in respect of the Parent Notes be permitted on any day during any Seasonal Cash Availability Period or the Business Day immediately following any Seasonal Availability PeriodAmount exceeds $135,000,000. (b) No Loan Party shall (i) make any amendment or modification that is in to any way adverse to the interests of the Lenders, to the indenture, note or other agreement evidencing or governing any Subordinated Indebtedness, or (ii) directly or indirectly voluntarily prepay, defease or in substance defease, purchase, redeem, retire or otherwise acquire, any Subordinated IndebtednessIndebtedness unless immediately before and immediately after giving effect to any such purchase, redemption, defeasance or prepayment and to any related Borrowings (A) no Event of Default shall have occurred and be continuing and (B) the Cash Availability Amount exceeds $135,000,000.

Prepayment of Indebtedness; Subordinated Indebtedness. (a) No Loan Party Neither the Borrower nor any Restricted Subsidiary shall, directly or indirectly, voluntarily purchase, redeem, defease or prepay any principal of, premium, if any, interest or other amount payable in respect of the Senior Notes, any Subordinated Indebtedness prior to its scheduled maturity, or any other Indebtedness for borrowed money (“Restricted Indebtedness”) other than (i) prepayments made with the Obligations; net cash proceeds of any Capital Stock (other than Disqualified Stock) or Indebtedness permitted to be incurred pursuant to Section 6.14, (ii) the conversion or exchange of Restricted Indebtedness secured by a Permitted Lien if the asset securing such into Capital Stock (other than Disqualified Stock) or Indebtedness has been sold or otherwise disposed of; permitted to be incurred pursuant to Section 6.14, and (iii) Indebtedness permitted by Section 6.17(d) upon any refinancing thereof in accordance therewith; (iv) Indebtedness permitted by Section 6.17 (c), (e) and (g); and (v) other Indebtedness in respect of the Parent Notes prepayments so long asas immediately prior to and after giving effect to such redemption, with respect to this clause (v)prepayment or defeasement, (A) after giving pro forma effect to such voluntary purchase, redemption, defeasance or prepayment, Availability was not less than $40,000,000 for any period of three consecutive days during the six-month period ending on the date on which such voluntary purchase, redemption, defeasance or prepayment was made no Default has occurred and is not projected to be less than $40,000,000 during the six-month period continuing or would immediately after the date on which such voluntary purchase, redemption, defeasance or prepayment is made (with such projected Availability to be determined by reference to the average projected Availability on the last day of each of the relevant six months)result therefrom, (B) the Fixed Charge Coverage Ratio is at least 1.25 to 1.0 on a Borrower shall be in pro forma basis for such voluntary purchase, redemption, defeasance or prepaymentcompliance with the financial covenants set forth herein, and (C) the Borrower Representative has delivered a certificate shall have excess Availability of an Authorized Officer attesting to the matters set forth in clauses (v)(A) and (B) above and showing in reasonable detail all calculations with respect thereto; provided that, notwithstanding the foregoing, in no event shall any voluntary purchase, redemption, defeasance or prepayment in respect of the Parent Notes be permitted on any day during any Seasonal Availability Period or the Business Day immediately following any Seasonal Availability Periodat least $100,000,000. (b) No Loan Party shall make any amendment amend or modification that is in any way adverse to the interests of the Lenders, to modify the indenture, note or other agreement evidencing or governing any Subordinated Indebtedness, or directly or indirectly voluntarily prepay, defease or in substance defease, purchase, redeem, retire or otherwise acquirethe Senior Notes, any Subordinated IndebtednessIndebtedness or other Material Indebtedness for borrowed money if the effect of such amendment or modification would shorten the final maturity of such Indebtedness to sooner than six (6) months after the Facility Termination Date then in effect or such amendment or modification would materially adversely affect the rights of the Lenders under this Agreement or their ability to enforce the same.

Prepayment of Indebtedness; Subordinated Indebtedness. (a) No Loan Party shall, directly or indirectly, voluntarily purchase, redeem, defease or prepay any principal of, premium, if any, interest or other amount payable in respect of any Indebtedness prior to its scheduled maturity, other than (i) the Obligations; (ii) Indebtedness secured by a Permitted Lien if the asset securing such Indebtedness has been sold or otherwise disposed of; (iii) Indebtedness permitted by Section 6.17(d) upon any refinancing thereof in accordance therewith; (iv) Indebtedness permitted by Section 6.17 (c), (e) and (g); and (v) other Indebtedness in respect of the 2010 Parent Notes so long as, with respect to this clause (v), (A) after giving pro forma effect to such voluntary purchase, redemption, defeasance or prepayment, Availability (with any Suppressed Availability being included in each calculation of Availability pursuant to this clause (x)) was not less than $40,000,000 15.0% of the Aggregate Commitment for any period of three consecutive days during the six-month period ending on the date on which such voluntary purchase, redemption, defeasance or prepayment was made and is not projected to be less than $40,000,000 15.0% of the Aggregate Commitment during the six-month period immediately after the date on which such voluntary purchase, redemption, defeasance or prepayment is made (with such projected Availability to be determined by reference to the average projected Availability on the last day of each of the relevant six months), (B) the Fixed Charge Coverage Ratio is at least 1.25 1.15 to 1.0 on a pro forma basis for such voluntary purchase, redemption, defeasance or prepayment, and (C) the Borrower Representative has delivered a certificate of an Authorized Officer attesting to the matters set forth in clauses (v)(A) and (B) above and showing in reasonable detail all calculations with respect thereto; provided that, notwithstanding the foregoing, in no event shall any voluntary purchase, redemption, defeasance or prepayment in respect of the 2010 Parent Notes be permitted on any day during any Seasonal Availability Period or the Business Day immediately following any Seasonal Availability Period. (b) No Loan Party shall make any amendment or modification that is in any way adverse to the interests of the Lenders, to the indenture, note or other agreement evidencing or governing any Subordinated Indebtedness, or directly or indirectly voluntarily prepay, defease or in substance defease, purchase, redeem, retire or otherwise acquire, any Subordinated Indebtedness.

Prepayment of Indebtedness; Subordinated Indebtedness. (a) No Loan Party shall, directly Directly or indirectly, voluntarily purchase, redeem, defease or prepay any principal of, premium, if any, interest on or other amount payable in respect of any Indebtedness prior to its scheduled maturity, other than (i) the “Secured Obligations” (as defined in the Revolving Loan Documents); (ii) Indebtedness secured by a Permitted Lien if the asset securing such Indebtedness has been sold or otherwise disposed ofObligations; (iii) Indebtedness Capital Lease Obligations permitted by Section 6.17(d6.03(iii) upon not to exceed $10,000,000 in the aggregate in any refinancing thereof in accordance therewithFiscal Year; (iv) prepayment of Indebtedness permitted by in connection with the cancellation, termination or unwinding of Permitted Commodity Swap Agreements; (v) prepayment of Indebtedness in connection with the cancellation, termination or unwinding of Swap Obligations described in Section 6.17 (c), (e) and (g6.03(vii); and (vvi) other prepayments in respect of Indebtedness in respect of the Parent Notes so long as, with respect to this clause (vadvanced payments permitted by Section 6.03(xi), (A) after giving pro forma effect to such voluntary purchase, redemption, defeasance or prepayment, Availability was not less than $40,000,000 for any period of three consecutive days during the six-month period ending on the date on which such voluntary purchase, redemption, defeasance or prepayment was made and is not projected to be less than $40,000,000 during the six-month period immediately after the date on which such voluntary purchase, redemption, defeasance or prepayment is made (with such projected Availability to be determined by reference to the average projected Availability on the last day of each of the relevant six months), (B) the Fixed Charge Coverage Ratio is at least 1.25 to 1.0 on a pro forma basis for such voluntary purchase, redemption, defeasance or prepayment, and (C) the Borrower Representative has delivered a certificate of an Authorized Officer attesting to the matters set forth in clauses (v)(A) and (B) above and showing in reasonable detail all calculations with respect thereto; provided that, notwithstanding the foregoing, in no event shall any voluntary purchase, redemption, defeasance or prepayment in respect of the Parent Notes be permitted on any day during any Seasonal Availability Period or the Business Day immediately following any Seasonal Availability Period. (bi) No Loan Party shall make Make any amendment or modification that is in to any way adverse to the interests of the Lenders, to the indenture, note or other agreement evidencing or governing any Subordinated IndebtednessIndebtedness of such Person the payment of which is subordinated to payment of the Obligations, which amendment or modification has the effect of (v) shortening the maturity thereof, (w) accelerating the date of any payment of principal or interest thereunder, (x) increasing the interest rate or fees payable thereunder or converting any interest payable in kind to current cash pay interest, (y) amending, modifying, supplementing or otherwise modifying any of the subordination provisions of such indenture, note or other agreement or (z) making any provision of such indenture, note or other agreement more restrictive or burdensome on the Borrower, any Guarantor or any Subsidiary of the Borrower or any Guarantor or (ii) directly or indirectly voluntarily prepay, defease or in substance defease, purchase, redeem, retire or otherwise acquire, any Subordinated such Indebtedness.

Prepayment of Indebtedness; Subordinated Indebtedness. (a) No The Borrowers will not, and will not permit any Loan Party shallto, directly or indirectly, voluntarily purchase, redeem, defease or prepay any principal of, premium, if any, interest or other amount payable in respect of any Indebtedness, including without limitation Indebtedness issued under the Senior Unsecured Debt Documents, prior to its scheduled maturity, other than (i) the Obligations; (ii) Indebtedness secured by a Permitted Lien Encumbrance if the asset securing such Indebtedness has been sold or otherwise disposed ofof in accordance with Section 6.03; (iii) Indebtedness permitted by Section 6.17(d6.01(b), (c), (f), (k) and (m), in each case upon any refinancing thereof in accordance therewithwith Section 6.01(g); (iv) so long as no default or Event of Default shall have occurred and be continuing, Indebtedness permitted by Section 6.17 (c6.01(d) or Section 6.01(l), (e) and (g); and (v) optional redemptions, and mandatory prepayments with the proceeds of asset sales and other Extraordinary Receipts, of Indebtedness in respect of the Parent Notes permitted by Section 6.01(c), so long as, with respect to this clause (v), (A) as no Default or Event of Default shall have occurred and be continuing and after giving pro forma effect to such voluntary purchaseredemptions or mandatory prepayments, redemption, defeasance the Borrowers shall have a minimum pro forma Availability as of the date of consummation of such redemptions or prepayment, Availability was prepayments (after giving effect to the funding of all Revolving Loans and the issuance of all Letters of Credit to be funded or issued as of such date) of not less than $40,000,000 for any period of three consecutive days during the six-month period ending on the date on which such voluntary purchase, redemption, defeasance or prepayment was made and is not projected to be less than $40,000,000 during the six-month period immediately after the date on which such voluntary purchase, redemption, defeasance or prepayment is made (with such projected Availability to be determined by reference to the average projected Availability on the last day of each of the relevant six months), (B) the Fixed Charge Coverage Ratio is at least 1.25 to 1.0 on a pro forma basis for such voluntary purchase, redemption, defeasance or prepayment, and (C) the Borrower Representative has delivered a certificate of an Authorized Officer attesting to the matters set forth in clauses (v)(A) and (B) above and showing in reasonable detail all calculations with respect thereto; provided that, notwithstanding the foregoing, in no event shall any voluntary purchase, redemption, defeasance or prepayment in respect of the Parent Notes be permitted on any day during any Seasonal Availability Period or the Business Day immediately following any Seasonal Availability Period. (b) U.S.$50,000,000. No Loan Party shall make any amendment or modification that is in any way adverse to the interests of the Lenders, to the indenture, note or other agreement evidencing or governing any Subordinated Indebtedness, or directly or indirectly voluntarily prepay, defease or in substance defease, purchase, redeem, retire or otherwise acquire, any Subordinated Indebtedness.

Prepayment of Indebtedness; Subordinated Indebtedness. (a) No Loan Party shall, directly or indirectly, voluntarily purchase, redeem, defease or prepay any principal of, premium, if any, interest or other amount payable in respect of any Indebtedness prior to its scheduled maturity, other than (i) the Obligations; (ii) Indebtedness secured by a Permitted Lien if the asset securing such Indebtedness has been sold or otherwise disposed of; (iii) Indebtedness permitted by Section 6.17(d) upon any refinancing thereof in accordance therewith; (iv) Indebtedness that is refinanced with Indebtedness permitted by under Section 6.17 (c), (e) and (gd); and (v) other Indebtedness in respect of the 2010 Parent Notes so long as, with respect to this clause (v), (A) after giving pro forma effect to such voluntary purchase, redemption, defeasance or prepayment, Availability (with any Suppressed Availability being included in each calculation of Availability pursuant to this clause (x)) was not less than $40,000,000 15.0% of the Aggregate Revolving Commitment for any period of three consecutive days during the six-month period ending on the date on which such voluntary purchase, redemption, defeasance or prepayment was made and is not projected to be less than $40,000,000 15.0% of the Aggregate Revolving Commitment during the six-month period immediately after the date on which such voluntary purchase, redemption, defeasance or prepayment is made (with such projected Availability to be determined by reference to the average projected Availability on the last day of each of the relevant six months), (B) the Fixed Charge Coverage Ratio is at least 1.25 1.15 to 1.0 on a pro forma basis for such voluntary purchase, redemption, defeasance or prepayment, and (C) the Borrower Representative has delivered a certificate of an Authorized Officer attesting to the matters set forth in clauses (v)(A) and (B) above and showing in reasonable detail all calculations with respect thereto; provided that, notwithstanding the foregoing, in no event shall any voluntary purchase, redemption, defeasance or prepayment in respect of the 2010 Parent Notes be permitted on any day during any Seasonal Availability Period or the Business Day immediately following any Seasonal Availability Period. (b) No Loan Party shall make any amendment or modification that is in any way adverse to the interests of the Lenders, to the indenture, note or other agreement evidencing or governing any Subordinated Indebtedness, or directly or indirectly voluntarily prepay, defease or in substance defease, purchase, redeem, retire or otherwise acquire, any Subordinated Indebtedness.

Prepayment of Indebtedness; Subordinated Indebtedness. (a) No Loan Party shall, directly or indirectly, voluntarily purchase, redeem, defease or prepay any principal of, premium, if any, interest or other amount payable in respect of any Indebtedness prior to its scheduled maturity, other than (i) the Obligations; (ii) Indebtedness secured by a Permitted Lien if the asset securing such Indebtedness has been sold or otherwise disposed ofof in accordance with Section 6.19; (iii) Indebtedness permitted by Section 6.17(d6.16(d) upon any refinancing thereof in accordance therewith; and (iv) Indebtedness permitted by Section 6.17 (c6.16(e), (e) and (g); and (v) other Indebtedness in respect of the Parent Notes so long as, with respect to this clause (v), (A) after giving pro forma effect to such voluntary purchase, redemption, defeasance or prepayment, Availability was not less than $40,000,000 for any period of three consecutive days during the six-month period ending on the date on which such voluntary purchase, redemption, defeasance or prepayment was made and is not projected to be less than $40,000,000 during the six-month period immediately after the date on which such voluntary purchase, redemption, defeasance or prepayment is made (with such projected Availability to be determined by reference to the average projected Availability on the last day of each of the relevant six months), (B) the Fixed Charge Coverage Ratio is at least 1.25 to 1.0 on a pro forma basis for such voluntary purchase, redemption, defeasance or prepayment, and (C) the Borrower Representative has delivered a certificate of an Authorized Officer attesting to the matters set forth in clauses (v)(A) and (B) above and showing in reasonable detail all calculations with respect thereto; provided that, notwithstanding the foregoing, in no event shall any voluntary purchase, redemption, defeasance or prepayment in respect of the Parent Notes be permitted on any day during any Seasonal Availability Period or the Business Day immediately following any Seasonal Availability Period. (b) No Loan Party shall make any amendment or modification that is in any way adverse to the interests of the Lenders, to the indentureIndenture, note or other agreement evidencing or governing any Subordinated Indebtedness, or directly or indirectly voluntarily prepay, defease or in substance defease, purchase, redeem, retire or otherwise acquire, any Subordinated Indebtedness; provided that, the Domestic Borrower may make scheduled payments of interest with respect to Subordinated Indebtedness as long as no Default or Unmatured Default has occurred and is continuing or would result after giving effect to such payment.

Prepayment of Indebtedness; Subordinated Indebtedness. (a) No Loan Party shall, directly or indirectly, voluntarily purchase, redeem, defease or prepay any principal of, premium, if any, interest or other amount payable in respect of any Indebtedness prior to its scheduled maturity, other than (i) the Obligations; (ii) Indebtedness secured by a Permitted Lien if the asset securing such Indebtedness has been sold or otherwise disposed ofof in accordance with Section 6.20; (iii) Indebtedness permitted by Section 6.17(d) upon any refinancing thereof in accordance therewith; (iv) Indebtedness permitted by Section 6.17 6.17(e); (c)v) Indebtedness under the Senior Subordinated Notes repaid in connection with a refinancing thereof, (e) and (gprovided that such refinancing constitutes Indebtedness permitted under Section 6.17(d); and (vvi) other Indebtedness the purchase of Senior Subordinated Notes, provided that (x) the Supplemental Term Loans have been paid in respect of the Parent Notes so long as, with respect to this clause (v)full in cash, (Ay) both before and (on a pro-forma basis) after giving pro forma effect to such voluntary purchase, redemption, defeasance or prepayment, Availability was not less than $40,000,000 for any period of three consecutive days during the six-month period ending on the date on which such voluntary purchase, redemption, defeasance or prepayment was made and is not projected to be less than $40,000,000 during the six-month period immediately after the date on which such voluntary purchase, redemption, defeasance or prepayment is made thereto (with such projected Availability to be determined by reference to the average projected Availability on the last day of each of the relevant six months), (B1) the Borrowers' Fixed Charge Coverage Ratio is at least 1.25 has been and will be equal to or greater than 1.5 to 1.0 on a pro forma basis for two consecutive Fiscal Quarters (2) the Borrowers' Availability is equal to or greater than $15,000,000, (3) there is no Default or Unmatured Default and none would result from such voluntary purchase, redemption, defeasance or prepayment, and (Cz) the Borrower Representative has delivered a certificate of an Authorized Officer attesting to the matters set forth purchase price paid for any Senior Subordinated Note is not in clauses (v)(A) and (B) above and showing in reasonable detail all calculations with respect thereto; provided that, notwithstanding the foregoing, in no event shall any voluntary purchase, redemption, defeasance or prepayment in respect excess of the Parent Notes be permitted on any day during any Seasonal Availability Period or the Business Day immediately following any Seasonal Availability Periodoutstanding principal balance thereof, plus accrued and unpaid interest thereon. (b) No Loan Party shall make any amendment or modification that is in any way adverse to the interests of the LendersIndenture, to the indenture, or any note or other agreement evidencing or governing any Subordinated Indebtedness, or directly or indirectly voluntarily prepay, defease or in substance defease, purchase, redeem, retire or otherwise acquire, acquire any Indebtedness under the Indenture or any Subordinated Indebtedness.

Prepayment of Indebtedness; Subordinated Indebtedness. (a) No Loan Party shall, directly Directly or indirectly, voluntarily purchase, redeem, defease or prepay any principal of, premium, if any, interest or other amount payable in respect of any Indebtedness prior to its scheduled maturity, other than (i) the Obligations; (ii) Indebtedness secured Capital Lease Obligations permitted by a Permitted Lien if Section 6.03(ii) not to exceed $10,000,000 in the asset securing such Indebtedness has been sold or otherwise disposed ofaggregate in any Fiscal Year; (iii) prepayment of Indebtedness permitted by Section 6.17(d) upon any refinancing thereof in accordance therewithconnection with the cancellation, termination or unwinding of Permitted Commodity Swap Agreements; (iv) prepayment of Indebtedness in connection with the cancellation, termination or unwinding of Swap Obligations described in Section 6.03(vi); (v) prepayments in respect of Indebtedness in respect of advanced payments permitted by Section 6.17 (c), (e) and (g6.03(xi); and (vvi) other prepayments of Indebtedness in respect incurred pursuant to the Term Loan Agreement; provided that no such prepayment of Indebtedness incurred pursuant to the Parent Notes so long asTerm Loan Agreement shall be made unless Availability is greater than $65,000,000 both before and after such prepayment; provided, with respect to however, that notwithstanding the first proviso of this clause (vvi), (A) after giving pro forma effect to such voluntary purchasethe Borrowers may extend, redemptionrefinance, defeasance renew or prepayment, Availability was not less than $40,000,000 for any period of three consecutive days during replace the six-month period ending on the date on which such voluntary purchase, redemption, defeasance or prepayment was made and is not projected to be less than $40,000,000 during the six-month period immediately after the date on which such voluntary purchase, redemption, defeasance or prepayment is made (with such projected Availability to be determined by reference Indebtedness incurred pursuant to the average projected Availability on the last day of each of the relevant six months), (B) the Fixed Charge Coverage Ratio is at least 1.25 to 1.0 on a pro forma basis for such voluntary purchase, redemption, defeasance or prepayment, Term Loan Agreement and (C) the Borrower Representative has delivered a certificate of an Authorized Officer attesting Guarantees thereof to the matters set forth in clauses (v)(A) and (B) above and showing in reasonable detail all calculations with respect thereto; provided that, notwithstanding the foregoing, in no event shall any voluntary purchase, redemption, defeasance or prepayment in respect of the Parent Notes be extent permitted on any day during any Seasonal Availability Period or the Business Day immediately following any Seasonal Availability Periodunder Section 6.03. (bi) No Loan Party shall make Make any amendment or modification that is in to any way adverse to the interests of the Lenders, to the indenture, note or other agreement evidencing or governing any Subordinated IndebtednessIndebtedness of such Person the payment of which is subordinated to payment of the Obligations, thereof, (w) accelerating the date of any payment of principal or interest thereunder, (x) increasing the interest rate or fees payable thereunder or converting any interest payable in kind to current cash pay interest, (y) amending, modifying, supplementing or otherwise modifying any of the subordination provisions of such indenture, note or other agreement or (z) making any provision of such indenture, note or other agreement more restrictive or burdensome on any Borrower nor any Subsidiary of any Borrower or (ii) directly or indirectly voluntarily prepay, defease or in substance defease, purchase, redeem, retire or otherwise acquire, any Subordinated such Indebtedness.

Prepayment of Indebtedness; Subordinated Indebtedness. (a) No Loan Party shall, directly or indirectly, voluntarily purchase, redeem, defease or prepay any principal of, premium, if any, interest or other amount payable in respect of any Indebtedness prior to its scheduled maturity, other than (i) the Obligations; (ii) Indebtedness secured by a Permitted Lien if the asset securing such Indebtedness has been sold or otherwise disposed of; (iii) Indebtedness permitted by Section 6.17(d) upon any refinancing thereof in accordance therewith; (iv) Indebtedness permitted by Section 6.17 (c), (e) and (g); and (v) other Indebtedness in respect of the 2010 Parent Notes so long as, with respect to this clause (v), (A) after giving pro forma effect to such voluntary purchase, redemption, defeasance or prepayment, Availability (with any Suppressed Availability being included in each calculation of Availability pursuant to this clause (x)) was not less than $40,000,000 17.5% of the Aggregate Commitment for any period of three consecutive days during the six-month period ending on the date on which such voluntary purchase, redemption, defeasance or prepayment was made and is not projected to be less than $40,000,000 17.5% of the Aggregate Commitment during the six-month period immediately after the date on which such voluntary purchase, redemption, defeasance or prepayment is made (with such projected Availability to be determined by reference to the average projected Availability on the last day of each of the relevant six months), (B) the Fixed Charge Coverage Ratio is at least 1.25 1.15 to 1.0 on a pro forma basis for such voluntary purchase, redemption, defeasance or prepayment, and (C) the Borrower Representative has delivered a certificate of an Authorized Officer attesting to the matters set forth in clauses (v)(A) and (B) above and showing in reasonable detail all calculations with respect thereto; provided that, notwithstanding the foregoing, in no event shall any voluntary purchase, redemption, defeasance or prepayment in respect of the 2010 Parent Notes be permitted on any day during any Seasonal Availability Period or the Business Day immediately following any Seasonal Availability Period. (b) No Loan Party shall make any amendment or modification that is in any way adverse to the interests of the Lenders, to the indenture, note or other agreement evidencing or governing any Subordinated Indebtedness, or directly or indirectly voluntarily prepay, defease or in substance defease, purchase, redeem, retire or otherwise acquire, any Subordinated Indebtedness.