Common use of Prepayments of Indebtedness Clause in Contracts

Prepayments of Indebtedness. Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner, or make any payment in violation of any subordination terms of, any subordinated, unsecured or junior secured Indebtedness, including the SpinCo Notes (collectively, the “Junior Indebtedness”) (it being understood that payments of regularly scheduled interest and principal shall be permitted to the extent not prohibited by the subordination provisions applicable thereto), except (a) the refinancing thereof with the proceeds of any Permitted Refinancing permitted by Section 7.03, (b) the prepayment of Indebtedness of any Borrower or any Subsidiary owed to any Borrower or any Subsidiary to the extent not prohibited by the subordination provisions applicable thereto, and (c) so long as no Default has occurred and is continuing, prepayments, redemptions, purchases or other payments made to satisfy Junior Indebtedness (not in violation of any subordination terms in respect thereof) in an amount not to exceed the sum of (1) $160,000,000 per fiscal year of Holdings, so long as the Consolidated Leverage Ratio of Holdings calculated as of the last day of the most recently ended fiscal quarter for which financial statements are available and as of the date of the making of such prepayment, redemption, purchase or other payment after giving pro forma effect to such prepayment, redemption, repurchase or other payment as if it had occurred on such last day or such date (as applicable) would be less than or equal to 3.50:1.00 plus (2) an additional amount, so long as the Consolidated Leverage Ratio of Holdings calculated as of the last day of the most recently ended fiscal quarter for which financial statements are available and as of the date of the making of such prepayment, redemption, purchase or other payment after giving pro forma effect to such prepayment, redemption, repurchase or other payment as if it had occurred on such last day or such date (as applicable) would be less than or equal to 3.00:1.00 plus (3) any Net Equity Proceeds.

Prepayments of Indebtedness. Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner, or make any payment in violation of any subordination terms of, any subordinatedIndebtedness that is (x) subordinated in right of payment to the Obligations expressly by its terms, (y) unsecured or (z) secured on a junior secured Indebtedness, including lien basis to any Liens securing the SpinCo Notes Obligations (collectively, the “Junior Indebtedness”) (it being understood that payments of regularly scheduled interest and principal shall be permitted to the extent not prohibited by the subordination provisions applicable thereto), except except, in each case, so long as no Event of Default has occurred and is continuing or would be caused thereby, for (a) the refinancing Refinancing thereof with the proceeds of any Permitted Refinancing Indebtedness permitted by Section 7.036.03, (b) the prepayment of Indebtedness of any the Parent Guarantor, the Borrower or any Restricted Subsidiary owed to any the Parent Guarantor, the Borrower or any Restricted Subsidiary to the extent not prohibited by the subordination provisions applicable thereto, and (c) so long as no Default has occurred and is continuing, prepayments, redemptions, purchases or other payments made to satisfy Junior Indebtedness (not in violation of any subordination terms in respect thereof) in an amount not to exceed the sum of (1) the greater of $160,000,000 per fiscal year 10,000,000 and 25% of HoldingsConsolidated EBITDA of the Parent Guarantor, the Borrower and the Restricted Subsidiaries based on the most recent financial statements delivered under Section 5.01(a) or (b) or, prior to the time any such statements are first required to be so delivered pursuant to Section 5.01(a) or (b), the financial statements delivered pursuant to (x) prior to the Funding Date, Section 4.01(d)(i) and (y) on and after the Funding Date, Section 4.01(d)(i) and (ii) plus (2) on and after the Funding Date, so long as the Consolidated pro forma Total Leverage Ratio of Holdings calculated would be less than the Total Leverage Ratio as of the last day of Funding Date, an amount not to exceed the most recently ended fiscal quarter for which financial statements are available and as of Available Amount at the date time of the making of such prepayment, redemption, purchase or other payment after giving pro forma effect to such prepayment, redemption, repurchase or other payment as if it had occurred on such last day or such date (as applicable) would be less than or equal to 3.50:1.00 plus (2) an additional amount, so long as the Consolidated Leverage Ratio of Holdings calculated as of the last day of the most recently ended fiscal quarter for which financial statements are available and as of the date of the making of such prepayment, redemption, purchase or other payment after giving pro forma effect to such prepayment, redemption, repurchase or other payment as if it had occurred on such last day or such date (as applicable) would be less than or equal to 3.00:1.00 plus (3) any Net Equity Proceeds, (d) unlimited prepayments, redemptions, purchases or other payments made to satisfy Junior Indebtedness (not in violation of any subordination terms in respect thereof) shall be permitted so long as the pro forma Total Leverage Ratio would be less than 2.50:1.00, (e) payments of regularly scheduled interest and fees due under any document, agreement or instrument evidencing any Junior Indebtedness or entered into in connection with any Junior Indebtedness, other non-principal payments thereunder, any mandatory prepayments of principal, interest and fees thereunder, scheduled payments thereon necessary to avoid the Junior Indebtedness from constituting “applicable high yield discount obligations” within the meaning of Section 163(i)(1) of the Code and principal on the scheduled maturity date of any Junior Indebtedness (or within ninety (90) days thereof), in each case to the extent not expressly prohibited by the subordination provisions applicable thereto, if any, and (f) the conversion or exchange of any Junior Indebtedness to Equity Interests (other than Disqualified Equity Interests) of the Parent Guarantor or any of its direct or indirect parents.

Prepayments of Indebtedness. PrepayMake or agree to pay or make, redeemor permit any of the other Loan Parties to make or agree to pay or make, directly or indirectly, any payment or other distribution (whether in cash, securities or other property) of or in respect of principal of or interest on any Debt (other than the obligations of the Loan Parties under the Loan Documents), or any payment or other distribution (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, defease redemption, retirement, acquisition, cancellation or otherwise satisfy termination of any Debt (other than the obligations of the Loan Parties under the Loan Documents), other than (i) any payments on account of (a) any Debt when and as such payment was due (including at the maturity thereof if the initial stated maturity thereof is on or prior to the scheduled maturity thereof in any mannerMaturity Date) pursuant to the mandatory payment provisions applicable to such Debt at the time it was incurred (including, or make any payment in violation of any subordination terms ofwithout limitation, any subordinated, unsecured or junior secured Indebtedness, including the SpinCo Notes (collectively, the “Junior Indebtedness”) (it being understood that payments of regularly scheduled interest payment dates for principal, interest, fees and principal shall be permitted to the extent not prohibited other amounts due thereon) or any extension thereof thereafter granted by the subordination provisions applicable thereto), except (a) the refinancing thereof with the proceeds holder of any Permitted Refinancing permitted by Section 7.03such Debt, (b) refinancings of Debt otherwise permitted under this Agreement, (c) any Debt owed to the prepayment Company or any of Indebtedness its Subsidiaries, (d) Debt secured by a Lien on assets subject to an asset sale not otherwise prohibited under this Agreement and (e) the extinguishment of any Borrower intercompany Debt in connection with a dividend or distributions permitted under Section 8.02(e), (ii) payments constituting the exchange of the Company's common stock (other than Redeemable Stock or Exchangeable Stock (as such terms are defined in the Indenture on the Closing Date)) for the Company's outstanding Debt (and any Subsidiary owed to any Borrower or any Subsidiary cash payments made in lieu of the issuance of fractional shares) to the extent not prohibited by such exchange is permitted under the subordination provisions applicable theretoExchange Act, and (ciii) so long as no Default has occurred and is continuing, prepayments, redemptions, purchases Loans or other payments made to satisfy Junior Indebtedness Obligations (not other than any undrawn Letters of Credit) shall be outstanding hereunder and the Company shall have Unrestricted Cash in violation excess of $100,000,000 after giving effect thereto, any payment in respect of any subordination terms in respect thereof) in an amount not to exceed the sum of (1) $160,000,000 per fiscal year of Holdings, so long as the Consolidated Leverage Ratio of Holdings calculated as of the last day of the most recently ended fiscal quarter for which financial statements are available and as of the date of the making of such prepayment, redemption, purchase or other payment after giving pro forma effect to such prepayment, redemption, repurchase or other payment as if it had occurred on such last day or such date (as applicable) would be less than or equal to 3.50:1.00 plus (2) an additional amount, so long as the Consolidated Leverage Ratio of Holdings calculated as of the last day of the most recently ended fiscal quarter for which financial statements are available and as of the date of the making of such prepayment, redemption, purchase or other payment after giving pro forma effect to such prepayment, redemption, repurchase or other payment as if it had occurred on such last day or such date (as applicable) would be less than or equal to 3.00:1.00 plus (3) any Net Equity ProceedsDebt.

Prepayments of Indebtedness. Prepay, redeem, purchase, defease or otherwise satisfy more than ninety (90) days prior to the scheduled maturity thereof in any manner, or make any payment in violation of any subordination terms of, any subordinated, unsecured or junior secured Indebtedness in an aggregate principal amount during the term of this Agreement in excess of the greater of (x) $75,000,000 and (y) 7.50% of Consolidated EBITDA of the Borrower and its Restricted Subsidiaries based on the Most Recent Financial Statements (such Indebtedness, including the SpinCo Notes (collectively, the “Junior Restricted Indebtedness”) (it being understood that payments of regularly scheduled interest and principal shall be permitted to the extent not prohibited by the subordination provisions applicable thereto), except except, in each case, for: (a) the refinancing thereof with the proceeds of any Permitted Refinancing permitted by Section 7.03, , (b) the prepayment of Indebtedness of any the Borrower or any Restricted Subsidiary owed to any the Borrower or any Restricted Subsidiary to the extent not prohibited by the subordination provisions applicable thereto, and , (c) so long as no Event of Default under Section 8.01(a), 8.01(f) or 8.01(g) has occurred and is continuingcontinuing or would be caused thereby, during the term of this Agreement, prepayments, redemptions, purchases or other payments made to satisfy Junior Restricted Indebtedness (not in violation of any subordination terms in respect thereof) in an amount not to exceed the sum greater of (1) $160,000,000 per fiscal year 500,000,000 and 5.00% of Holdings, so long as the Consolidated Leverage Ratio of Holdings calculated as Total Assets of the last day of Borrower and its Restricted Subsidiaries based on the most recently ended fiscal quarter for which financial statements are available and as of Most Recent Financial Statements, (d) an amount not to exceed the date Available Amount at the time of the making of such prepayment, redemption, purchase or other payment after giving pro forma effect to such prepayment, redemption, repurchase or other payment payment; provided that the portion of the Available Amount attributed to clause (a)(2) of the definition thereof shall not be available for any such prepayments, redemptions, purchases or other payments made to satisfy Restricted Indebtedness made pursuant to this clause (d) if an Event of Default under Section 8.01(a), 8.01(f) or 8.01(g) has occurred and is continuing or would be caused thereby, (e) so long as if it had no Event of Default under Section 8.01(a), 8.01(f) or 8.01(g) has occurred on such last day and is continuing or such date would be caused thereby, prepayments, redemptions, purchases or other payments made to satisfy Restricted Indebtedness (not in violation of any subordination terms in respect thereof) shall be permitted so long as applicable) the pro forma Total Net Leverage Ratio would be less than 4.00:1.00, and (f) regularly scheduled interest, fees and indemnification obligations due under any document, agreement or equal instrument evidencing any Restricted Indebtedness or entered into in connection with any Restricted Indebtedness, other non-principal payments thereunder, any mandatory prepayments of principal, interest and fees thereunder, scheduled payments thereon necessary to 3.50:1.00 plus (2avoid the Restricted Indebtedness from constituting “applicable high yield discount obligations” within the meaning of Section 163(i)(1) an additional amount, so long as the Consolidated Leverage Ratio of Holdings calculated as of the last day of Code and principal on the most recently ended fiscal quarter for which financial statements are available and as of the scheduled maturity date of any Restricted Indebtedness (or within ninety (90) days thereof), in each case to the making of such prepaymentextent not expressly prohibited by the subordination provisions applicable thereto, redemption, purchase or other payment after giving pro forma effect to such prepayment, redemption, repurchase or other payment as if it had occurred on such last day or such date (as applicable) would be less than or equal to 3.00:1.00 plus (3) any Net Equity Proceedsany.

Prepayments of Indebtedness. PrepayNo Credit Party will, redeemnor will it permit any of its Subsidiaries to, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner, or make any payment in violation of any subordination terms of, any subordinated, unsecured or junior secured Indebtedness, including the SpinCo Notes (collectively, the “Junior Indebtedness”) (it being understood that payments of regularly scheduled interest and principal shall be permitted to the extent not prohibited by the subordination provisions applicable thereto), except (a) amend or modify (or permit the refinancing thereof with amendment or modification of) any of the proceeds terms of any Permitted Refinancing permitted by Section 7.03Indebtedness if such amendment or modification would add or change any terms in a manner adverse to the Lenders, including but not limited to, shortening final maturity or average life to maturity of such Indebtedness or requiring any payment to be made sooner than originally scheduled or increasing the interest rate applicable thereto or change any subordination provision thereof, (b) during the existence of a Default or Event of Default, or if a Default or Event of Default would be caused as a result thereof, make (or give any notice with respect thereto) any voluntary or optional payment or prepayment or redemption or acquisition for value of Indebtedness (including, without limitation, by way of depositing money or securities with the trustee with respect thereto before due for the purpose of paying when due), refund, refinance or exchange of any Borrower or any Subsidiary owed to any Borrower or any Subsidiary to the extent not prohibited by the subordination provisions applicable thereto, other Indebtedness and (c) so long make any repayment in cash for Convertible Notes that are surrendered by the holders thereof (or otherwise make any payment on the principal of any Convertible Notes) unless (i) prior to any such repayment, the Borrower has Sufficient Liquidity (as defined below), (ii) prior to any such repayment, the Borrower shall deliver to the Agent a Pro Forma Compliance Certificate demonstrating that after giving effect to any such payment on a Pro Forma Basis, the Credit Parties and their Subsidiaries would have been in compliance with all the financial covenants set forth in Section 7.12 and (ii) before and after giving effect to any such repayment, no Default has or Event of Default shall have occurred and is be continuing. For purposes hereof, prepayments"Sufficient Liquidity" means cash and Cash Equivalents (including, redemptionswithout limitation, purchases or other payments made to satisfy Junior Indebtedness (not in violation of any subordination terms in respect thereofavailability under the Revolving Committed Amount) in an aggregate amount not equal to exceed 125% of the sum of (1) $160,000,000 per fiscal year of Holdings, so long as the Consolidated Leverage Ratio of Holdings calculated as principal amount of the last day of Convertible Notes contemplated to be paid by the most recently ended fiscal quarter for which financial statements are available and as of the date of the making of such prepayment, redemption, purchase or other payment after giving pro forma effect to such prepayment, redemption, repurchase or other payment as if it had occurred on such last day or such date (as applicable) would be less than or equal to 3.50:1.00 plus (2) an additional amount, so long as the Consolidated Leverage Ratio of Holdings calculated as of the last day of the most recently ended fiscal quarter for which financial statements are available and as of the date of the making of such prepayment, redemption, purchase or other payment after giving pro forma effect to such prepayment, redemption, repurchase or other payment as if it had occurred on such last day or such date (as applicable) would be less than or equal to 3.00:1.00 plus (3) any Net Equity ProceedsBorrower in cash.

Prepayments of Indebtedness. PrepayMake any distribution, redeemwhether in cash, purchaseproperty, defease securities or otherwise satisfy prior to the a combination thereof, other than regular scheduled maturity thereof in any manner, or make any payment in violation of any subordination terms of, any subordinated, unsecured or junior secured Indebtedness, including the SpinCo Notes (collectively, the “Junior Indebtedness”) (it being understood that payments of regularly scheduled principal and interest as and principal shall be permitted when due (to the extent not prohibited by the applicable subordination provisions applicable theretoprovisions), except in respect of, or pay directly or indirectly (including pursuant to any Synthetic Purchase Agreement), redeem, repurchase, retire or otherwise acquire for consideration, any Indebtedness except: (a) the refinancing thereof payment of the Indebtedness created hereunder, (b) the payment of the Indebtedness under the Term Loan Facility (including payments required as a result of a Permitted Disposition or required to be made pursuant to the terms of the Term Loan Agreement with the proceeds of any Permitted Refinancing permitted by Section 7.03the SUPERVALU Payment), provided, that, (bi) the prepayment of Indebtedness of any Borrower no optional or any Subsidiary owed to any Borrower or any Subsidiary to the extent not prohibited by the subordination provisions applicable thereto, and (c) so long as no Default has occurred and is continuing, prepayments, redemptions, purchases or other voluntary payments made to satisfy Junior Indebtedness (not in violation of any subordination terms in respect thereof) in an amount not to exceed the sum of (1) $160,000,000 per fiscal year of Holdings, so long as the Consolidated Leverage Ratio of Holdings calculated as of the last day of the most recently ended fiscal quarter for which financial statements are available and such Indebtedness shall be made unless as of the date of the making of any such prepaymentoptional or voluntary payment, redemption, purchase or other payment and after giving pro forma effect thereto, each of the Payment Conditions is satisfied, and (ii) the proceeds of the SUPERVALU Payment shall only be used to make a payment of the Indebtedness under the Term Loan Facility, (c) refinancings of Permitted Indebtedness with Refinancing Indebtedness, (d) the payment of secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such prepayment, redemption, repurchase Indebtedness, (e) payments of Indebtedness of the Lead Borrower or other payment as if it had occurred on such last day any of its Restricted Subsidiaries made with the Net Cash Proceeds from the Disposition of any Save-A-Lot Retained Interest not required to be applied to repay the Term Loan Debt or such date reinvested in accordance with the Term Loan Agreement (as applicable) would be less than in effect on the date of Amendment No. 3 or equal to 3.50:1.00 plus (2) an additional amount, so long as thereafter amended with or without the Consolidated Leverage Ratio of Holdings calculated as approval of the last day Administrative Agent) and not required to be applied to repay any of the most recently ended fiscal quarter for which financial statements are available Obligations under Section 2.05 hereof, (f) payments of Indebtedness of the Lead Borrower or any of its Restricted Subsidiaries in an aggregate amount when combined with all Restricted Payments made pursuant to Section 7.06(e) not 149 to exceed $75,000,000 in any Fiscal Year and not to exceed $175,000,000 in the aggregate, provided, that, as of the date of the making of any such prepayment, redemption, purchase or other payment payments and after giving pro forma effect thereto, no Cash Dominion Event exists or would exist after giving effect thereto (and for this purpose without regard to such prepayment, redemption, repurchase or other payment the requirement as if it had occurred on such last day or such date (as applicable) would be less than or equal to 3.00:1.00 plus the three (3) day time period otherwise provided for with respect thereto), (g) other payments of Indebtedness of the Lead Borrower or any of its Restricted Subsidiaries so long as (A) on the date of any such payment and after giving effect thereto, each of the Payment Conditions is satisfied, (B) Administrative Agent shall have received three (3) Business Days’ prior written notice of such transaction, and (C) Administrative Agent shall have received such other information related to such transaction as the Administrative Agent may reasonably require, (h) repayments and prepayments of Subordinated Indebtedness in accordance with the subordination terms thereof, so long as, on the date of any such payment and after giving effect thereto, no Default or Event of Default shall exist or have occurred and be continuing, and (i) in the event that any Net Equity ProceedsCash Proceeds from the Disposition of any Save-A-Lot Retained Interest are required to be applied to repay any of the Obligations under Section 2.05 hereof, any payment of Indebtedness of Loan Parties thereafter, provided, that, (i) the aggregate amount of all such payments, together with the aggregate amount of all Investments under clause (s) of the definition of the term Permitted Investments and the aggregate amount of all Restricted Payments under Section 7.06(f), shall not exceed the aggregate amount of such Net Cash Proceeds applied to the Obligations as of the date of any such payment, (ii) as of the date of any such payment and after giving effect thereto, no Cash Dominion Event shall exist (and for this purpose without regard to the requirement as to the three (3) day time period otherwise provided for with respect thereto) and (iii) as of the date of any such payment and after giving effect thereto, no Default or Event of Default shall exist or have occurred and be continuing. Payments originally made in reliance on clause (f) above may subsequently be reallocated to clause (g) to the extent permitted at the time of reallocation under such clause.

Prepayments of Indebtedness. Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner, or make any payment in violation of any subordination terms of, any subordinated, unsecured or junior secured Indebtedness, including the SpinCo Notes (collectively, the “Junior Indebtedness”) (it being understood that payments of regularly scheduled interest and principal shall be permitted to the extent not prohibited by the subordination provisions applicable thereto), except (a) the refinancing thereof with the proceeds of any Permitted Refinancing permitted by Section 7.03, (b) the prepayment of Indebtedness of any Borrower or any Subsidiary owed to any Borrower or any Subsidiary to the extent not prohibited by the subordination provisions applicable thereto, and (c) so long as no Default has occurred and is continuing, prepayments, redemptions, purchases or other payments made to satisfy Junior Indebtedness (not in violation of any subordination terms in respect thereof) in an amount not to exceed the sum of (1) $160,000,000 per fiscal year of Holdings, so long as the Consolidated Leverage Ratio of Holdings calculated as of the last day of the most recently ended fiscal quarter for which financial statements are available and as of the date of the making of such prepayment, redemption, purchase or other payment after giving pro forma effect to such prepayment, redemption, repurchase or other payment as if it had occurred on such last day or such date (as applicable) would be less than or equal to 3.50:1.00 plus (2) an additional amount, so long as the Consolidated Leverage Ratio of Holdings calculated as of the last day of the most recently ended fiscal quarter for which financial statements are available and as of the date of the making of such prepayment, redemption, purchase or other payment after giving pro forma effect to such prepayment, redemption, repurchase or other payment as if it had occurred on such last day or such date (as applicable) would be less than or equal to 3.00:1.00 plus (3) any Net Equity Proceeds.. US-DOCS\70212156.13

Prepayments of Indebtedness. PrepayMake or agree to pay or make, redeemor permit any of the other Loan Parties to make or agree to pay or make, directly or indirectly, any payment or other distribution (whether in cash, securities or other property) of or in respect of principal of or interest on any Debt (other than the obligations of the Loan Parties under the Loan Documents), or any payment or other distribution (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, defease redemption, retirement, acquisition, cancellation or otherwise satisfy termination of any Debt (other than the obligations of the Loan Parties under the Loan Documents), other than (i) any payments on account of (a) any Debt when and as such payment was due (including at the maturity thereof if the initial stated maturity thereof is on or prior to the scheduled maturity thereof in any mannerMaturity Date) pursuant to the mandatory payment provisions applicable to such Debt at the time it was incurred (including, or make any payment in violation of any subordination terms ofwithout limitation, any subordinated, unsecured or junior secured Indebtedness, including the SpinCo Notes (collectively, the “Junior Indebtedness”) (it being understood that payments of regularly scheduled interest payment dates for principal, interest, fees and principal shall be permitted to the extent not prohibited other amounts due thereon) or any extension thereof thereafter granted by the subordination provisions applicable thereto), except (a) the refinancing thereof with the proceeds holder of any Permitted Refinancing permitted by Section 7.03such Debt, (b) refinancings of Debt otherwise permitted under this Agreement, (c) any Debt owed to the prepayment Company or any of Indebtedness its Subsidiaries, (d) Debt secured by a Lien on assets subject to an asset sale not otherwise prohibited under this Agreement and (e) the extinguishment of any Borrower intercompany Debt in connection with a dividend or distributions permitted under Section 7.02(e), (ii) payments constituting the exchange of the Company's common stock (other than Redeemable Stock or Exchangeable Stock (as such terms are defined in the Indenture on the Closing Date)) for the Company's outstanding Debt (and any Subsidiary owed to any Borrower or any Subsidiary cash payments made in lieu of the issuance of fractional shares) to the extent not prohibited by such exchange is permitted under the subordination provisions applicable theretoExchange Act, and (ciii) so long as no Default has occurred and is continuing, prepayments, redemptions, purchases Loans or other payments made to satisfy Junior Indebtedness (Obligations shall be outstanding hereunder and the Company shall have Cash and Permitted Investments in an aggregate amount not less than $100,000,000 after giving effect thereto, any payment in violation respect of any subordination terms in respect thereof) in an amount not to exceed the sum of (1) $160,000,000 per fiscal year of Holdings, so long as the Consolidated Leverage Ratio of Holdings calculated as of the last day of the most recently ended fiscal quarter for which financial statements are available and as of the date of the making of such prepayment, redemption, purchase or other payment after giving pro forma effect to such prepayment, redemption, repurchase or other payment as if it had occurred on such last day or such date (as applicable) would be less than or equal to 3.50:1.00 plus (2) an additional amount, so long as the Consolidated Leverage Ratio of Holdings calculated as of the last day of the most recently ended fiscal quarter for which financial statements are available and as of the date of the making of such prepayment, redemption, purchase or other payment after giving pro forma effect to such prepayment, redemption, repurchase or other payment as if it had occurred on such last day or such date (as applicable) would be less than or equal to 3.00:1.00 plus (3) any Net Equity ProceedsDebt.

Prepayments of Indebtedness. PrepayMake or agree to pay or make, redeemor permit any of the other Loan Parties to make or agree to pay or make, directly or indirectly, any payment or other distribution (whether in cash, securities or other property) of or in respect of principal of or interest on any Debt, or any payment or other distribution (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, defease redemption, retirement, acquisition, cancellation or otherwise satisfy termination of any Debt (other than the obligations of the Loan Parties under the Loan Documents and under the "Loan Documents" as defined in the Enterprises 2003 Credit Agreement), other than (i) any payments on account of (a) any Debt when and as such payment was due (including at the maturity thereof if the initial stated maturity thereof is on or prior to the scheduled maturity thereof in any mannerFacility A Maturity Date) pursuant to the mandatory payment provisions applicable to such Debt at the time it was incurred (including, or make any payment in violation of any subordination terms ofwithout limitation, any subordinated, unsecured or junior secured Indebtedness, including the SpinCo Notes (collectively, the “Junior Indebtedness”) (it being understood that payments of regularly scheduled interest payment dates for principal, interest, fees and principal shall be permitted to the extent not prohibited other amounts due thereon) or any extension thereof thereafter granted by the subordination provisions applicable thereto), except (a) the refinancing thereof with the proceeds holder of any Permitted Refinancing permitted by Section 7.03such Debt, (b) refinancings of Debt otherwise permitted under this Agreement, (c) any Debt owed to the prepayment of Indebtedness of any Borrower or any Subsidiary owed of its Subsidiaries, (d) Debt secured by a Lien on assets subject to an asset sale permitted by Section 7.02(i) and (e) the extinguishment of any Borrower intercompany Debt in connection with a dividend or distributions permitted under Section 7.02(e), (ii) payments constituting the exchange of the Borrower's common stock for the Borrower's outstanding Debt (and any Subsidiary cash payments made in lieu of the issuance of fractional shares) to the extent not prohibited by such exchange is permitted under the subordination provisions applicable theretoSecurities and Exchange Act of 1933, as amended and (iii) prepayments of (x) the Borrower's reset put securities due July 1, 2003 and the Borrower's general term notes due in 2003, (y) if the aggregate principal amount of the Loans shall be less than $250,000,000, any securities with maturities on or after January 1, 2004 but prior to April 1, 2004, and (cz) so long as no Default has occurred and is continuing, prepayments, redemptions, purchases or other payments made to satisfy Junior Indebtedness (not in violation of any subordination terms in respect thereof) in an if the aggregate principal amount not to exceed the sum of (1) $160,000,000 per fiscal year of Holdings, so long as the Consolidated Leverage Ratio of Holdings calculated as of the last day of the most recently ended fiscal quarter for which financial statements are available and as of the date of the making of such prepayment, redemption, purchase or other payment after giving pro forma effect to such prepayment, redemption, repurchase or other payment as if it had occurred on such last day or such date (as applicable) would Loans shall be less than $175,000,000, any securities with maturities on or equal to 3.50:1.00 plus (2) an additional amountafter January 1, so long as the Consolidated Leverage Ratio of Holdings calculated as of the last day of the most recently ended fiscal quarter for which financial statements are available and as of the date of the making of such prepayment, redemption, purchase or other payment after giving pro forma effect to such prepayment, redemption, repurchase or other payment as if it had occurred on such last day or such date (as applicable) would be less than or equal to 3.00:1.00 plus (3) any Net Equity Proceeds2004.

Prepayments of Indebtedness. Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof, or, as applicable, the time of any otherwise applicable mandatory payment thereof in any manner, or make any payment in violation accordance with the terms thereof (including as a result of the Permitted Disposition of any subordination terms of, any subordinated, unsecured or junior secured Indebtedness, including the SpinCo Notes (collectively, the “Junior Indebtedness”collateral therefor) (it being understood that payments of regularly scheduled principal and interest and mandatory prepayments of principal and interest shall be permitted to the extent not prohibited by the subordination provisions applicable theretopermitted), in any manner any Indebtedness for borrowed money, except (a) so long as no Change of Control would result therefrom, the refinancing thereof with conversion (or exchange) of any Indebtedness to, or the payment of any Indebtedness from the proceeds of any Permitted Refinancing permitted by Section 7.03the issuance of, Equity Interests, (b) the prepayment voluntary prepayments, repurchases, redemptions or defeasances of Permitted Indebtedness of any Borrower or any Subsidiary owed in an amount equal to any Borrower or any Subsidiary to the extent not prohibited by the subordination provisions applicable thereto, and (c) $10,000,000 per year so long as no Event of Default has occurred and or would result therefrom, or in greater amounts provided the Payment Conditions are then satisfied, (c) payment or prepayment of Indebtedness owed to (x) the Domestic Borrower or any Restricted Subsidiary that is continuing, prepayments, redemptions, purchases a Loan Party or (y) any other payments made to satisfy Junior Indebtedness Restricted Subsidiary so long as in the case of this clause (not in violation of any subordination terms in respect thereofy) in an amount not to exceed the sum of either (1) $160,000,000 per fiscal year such payment or prepayment is of HoldingsIndebtedness having a term not in excess of sixty (60) days, (2) such payment is made by a Restricted Subsidiary that is not a Loan Party or (3) after giving effect to such payment or prepayment, clauses (a) and (b)(x)(i) of the Payment Conditions will be satisfied, (d) prepayment of Permitted Indebtedness of the type set forth in clause (c) of the definition thereof, (e) prepayment of Permitted Indebtedness of the type set forth in clause (g) of the definition thereof, so long as the Consolidated Leverage Ratio of Holdings calculated as of the last day of the most recently ended fiscal quarter for which financial statements are available and as of such prepayment is made within ninety (90) days following the date of the making of such prepayment, redemption, purchase or other payment after giving pro forma effect to such prepayment, redemption, repurchase or other payment as if it had occurred on such last day or such date (as applicable) would be less than or equal to 3.50:1.00 plus (2) an additional amount, so long as the Consolidated Leverage Ratio of Holdings calculated as consummation of the last day applicable Permitted Acquisition, and (e) Permitted Refinancings of any such Indebtedness; provided that any payments or prepayments of Subordinated Debt hereunder shall be made in accordance with the most recently ended fiscal quarter for which financial statements are available and as of the date of the making of such prepayment, redemption, purchase or other payment after giving pro forma effect to such prepayment, redemption, repurchase or other payment as if it had occurred on such last day or such date (as applicable) would be less than or equal to 3.00:1.00 plus (3) any Net Equity Proceedssubordination terms applicable thereto.

Prepayments of Indebtedness. Prepay(a) So long as no Default or Event of Default has occurred and is continuing, prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner, or make any payment in violation of any subordination terms of, any subordinated, unsecured subordinated Indebtedness or junior secured Indebtedness, including Indebtedness (other than Indebtedness under the SpinCo Notes ABL Credit Agreement) (collectively, the “Junior Indebtedness”) (it being understood that payments of regularly scheduled interest and principal shall be permitted to the extent not prohibited by the subordination provisions applicable thereto), except (ai) the refinancing thereof with the proceeds of any Permitted Refinancing permitted by Section 7.03, (bii) the prepayment of Indebtedness of any Borrower Holdings or any Subsidiary of its Subsidiaries owed to any Borrower Holdings or any Subsidiary of its Subsidiaries to the extent not prohibited by the subordination provisions applicable thereto, thereto and (ciii) so long as no Default has occurred and is continuing, such prepayments, redemptions, purchases or other payments made to satisfy Junior Indebtedness (not in violation of any subordination terms in respect thereof) in an aggregate amount not to exceed the sum Available Amount; provided that, in the case of any such prepayment made in reliance on clause (1b) $160,000,000 per fiscal year of Holdingsthe definition of Available Amount, so long as on a Pro Forma Basis giving effect to any such prepayment, the Consolidated Leverage Ratio of Holdings calculated as of the last day of the most recently ended fiscal quarter Fiscal Quarter for which Holdings is required to deliver financial statements pursuant to Section 6.01(a) or (b) (or for the period prior to any such delivery of financial statements, the Estimated Pro Forma Financial Statements) shall not exceed 4.50:1.00. (b) Prior to the Original Loan Maturity Date, to the extent any Permitted Debt Exchange Notes are available issued pursuant to Section 7.03(o) for the purpose of consummating a Permitted Debt Exchange, (i) Holdings will not, and as will not permit any Subsidiary to, prepay, repurchase, redeem or otherwise defease or acquire any Permitted Debt Exchange Notes unless Borrowers shall concurrently voluntarily prepay Term Loans pursuant to Section 2.03(a) on a pro rata basis among the Class or Classes of Term Loans from which such Permitted Debt Exchange Notes were exchanged, in an amount not less than the product of (a) a fraction, the numerator of which is the aggregate principal amount (calculated on the face amount thereof) of such Permitted Debt Exchange Notes that are proposed to be prepaid, repurchased, redeemed, defeased or acquired and the denominator of which is the aggregate principal amount (calculated on the face amount thereof) of all Permitted Debt Exchange Notes in respect of the date of the making of relevant Permitted Debt Exchange then outstanding (prior to giving effect to such proposed prepayment, repurchase, redemption, purchase defeasance or other payment after giving pro forma effect to such prepayment, redemption, repurchase or other payment as if it had occurred acquisition) and (b) the aggregate principal amount (calculated on such last day or such date (as applicablethe face amount thereof) would be less than or equal to 3.50:1.00 plus (2) an additional amount, so long as the Consolidated Leverage Ratio of Holdings calculated as Term Loans of the last day Class or Classes from which such Permitted Debt Exchange Notes were exchanged then outstanding and (ii) Holdings and its Subsidiaries will not waive, amend or modify the terms of any Permitted Debt Exchange Notes or any indenture pursuant to which such Permitted Debt Exchange Notes have been issued in any manner inconsistent with the most recently ended fiscal quarter for which financial statements are available and as terms of the date of the making of such prepayment, redemption, purchase or other payment after giving pro forma effect to such prepayment, redemption, repurchase or other payment as if it had occurred on such last day or such date (as applicable) would be less than or equal to 3.00:1.00 plus (3) any Net Equity ProceedsSection 2.18(a).

Prepayments of Indebtedness. PrepayFrom and after the Initial Funding Date, AGCO shall not, and shall not permit its Restricted Subsidiaries to, prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof purchase in any manner, or deposit or set aside funds for the purpose of any of the foregoing, make any payment in respect of principal of, or make any payment in violation respect of any subordination terms ofinterest on, any subordinated, unsecured or junior secured Indebtedness, including the SpinCo Notes (collectively, the “Junior Indebtedness”) (it being understood that payments of regularly scheduled interest and principal shall be permitted to the extent not prohibited by the subordination provisions applicable thereto)Funded Debt, except AGCO and its Restricted Subsidiaries may (a) the refinancing thereof make regularly scheduled payments of principal or interest required in accordance with the proceeds terms of any Permitted Refinancing the Applicable Capital Market Transaction Documents or the terms of the documents evidencing other Funded Debt permitted by Section 7.03hereunder, (b) prepay Indebtedness pursuant to refinancings permitted pursuant to Section 7.1 (c), (c) prepay the prepayment Existing Capital Market Transactions and the Bridge Facility from the Net Cash Proceeds received from the issuance of Indebtedness common stock of AGCO, (d) redeem the New Convertible Notes provided that (i) any Borrower or any Subsidiary owed to any Borrower or any Subsidiary such redemption is mandatory and results from the exercise of a right of conversion by the holders of such notes pursuant to the extent not prohibited by the subordination provisions applicable theretoNew Convertible Note indenture, and (cii) so long as at the time of such redemption, no Default has or Event of Default shall have occurred and is continuingbe continuing or would result therefrom, prepayments, redemptions, purchases and (e) redeem or other payments made to satisfy Junior Indebtedness (not in violation prepay the Existing 2008 Notes provided that at the time of any subordination terms in respect thereof) in an amount not to exceed the sum of (1) $160,000,000 per fiscal year of Holdings, so long as the Consolidated Leverage Ratio of Holdings calculated as such redemption or prepayment of the last day Existing 2008 Notes, no Default or Event of Default shall have occurred and be continuing or would result therefrom." (k) Amendment to Section 7.17. Section 7.17 of the most recently ended fiscal quarter for which financial statements are available Credit Agreement, No Notice Under Indentures, is hereby amended and as of modified by deleting such Section in its entirety and by substituting the date of the making of such prepayment, redemption, purchase or other payment after giving pro forma effect to such prepayment, redemption, repurchase or other payment as if it had occurred on such last day or such date (as applicable) would be less than or equal to 3.50:1.00 plus (2) an additional amount, so long as the Consolidated Leverage Ratio of Holdings calculated as of the last day of the most recently ended fiscal quarter for which financial statements are available and as of the date of the making of such prepayment, redemption, purchase or other payment after giving pro forma effect to such prepayment, redemption, repurchase or other payment as if it had occurred on such last day or such date (as applicable) would be less than or equal to 3.00:1.00 plus (3) any Net Equity Proceeds.following in lieu thereof:

Prepayments of Indebtedness. Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner, or make any payment in violation of any subordination terms of, any subordinated, unsecured or junior secured Indebtedness, including the SpinCo Notes (collectively, the “Junior Indebtedness”) (it being understood that payments of regularly scheduled interest and principal shall be permitted to the extent not prohibited by the subordination provisions applicable thereto), except (a) the refinancing thereof with the proceeds of any Permitted Refinancing permitted by Section 7.03, (b) the prepayment of Indebtedness of any Borrower or any Subsidiary owed to any Borrower or any Subsidiary to the extent not prohibited by the subordination provisions applicable thereto, and (c) so long as no Default has occurred and is continuing, prepayments, redemptions, purchases or other payments made to satisfy Junior Indebtedness (not in violation of any subordination terms in respect thereof) in an amount not to exceed the sum of (1) $160,000,000 per fiscal year of Holdings, so long as the Consolidated Leverage Ratio of Holdings calculated as of the last day of the most recently ended fiscal quarter for which financial statements are available and as of the date of the making of such prepayment, redemption, purchase or other payment after giving pro forma effect to such prepayment, redemption, repurchase or other payment as if it had occurred on such last day or such date (as applicable) would be less than or equal to 3.50:1.00 plus (2) an additional amount, so long as the Consolidated Leverage Ratio of Holdings calculated as of the last day of the most recently ended fiscal quarter for which financial statements are available and as of the date of the making of such prepayment, redemption, purchase or other payment after giving pro forma effect to such prepayment, redemption, repurchase or other payment as if it had occurred on such last day or such date (as applicable) would be less than or equal to 3.00:1.00 plus (3) any Net Equity Proceeds.. US-DOCS\70212156.16

Prepayments of Indebtedness. PrepayNo Credit Party will, redeemnor will it permit any of its Subsidiaries to, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner, or make any payment in violation of any subordination terms of, any subordinated, unsecured or junior secured Indebtedness, including the SpinCo Notes (collectively, the “Junior Indebtedness”) (it being understood that payments of regularly scheduled interest and principal shall be permitted to the extent not prohibited by the subordination provisions applicable thereto), except (a) amend or modify (or permit the refinancing thereof with amendment or modification of) any of the proceeds terms of any Permitted Refinancing permitted by Section 7.03Indebtedness if such amendment or modification would add or change any terms in a manner adverse to the Lenders, including but not limited to, shortening final maturity or average life to maturity of such Indebtedness or requiring any payment to be made sooner than originally scheduled or increasing the interest rate applicable thereto or change any subordination provision thereof, (b) during the existence of a Default or Event of Default, or if a Default or Event of Default would be caused as a result thereof, make (or give any notice with respect thereto) any voluntary or optional payment or prepayment or redemption or acquisition for value of Indebtedness (including, without limitation, by way of depositing money or securities with the trustee with respect thereto before due for the purpose of paying when due), refund, refinance or exchange of any Borrower or any Subsidiary owed to any Borrower or any Subsidiary to the extent not prohibited by the subordination provisions applicable thereto, other Indebtedness and (c) so long make any repayment in cash for Convertible Senior Notes that are surrendered by the holders thereof (or otherwise make any payment on the principal of any Convertible Senior Notes) unless (i) prior to any such repayment, the Borrower has Sufficient Liquidity (as defined below), (ii) prior to any such repayment, the Borrower shall deliver to the Agent a Pro Forma Compliance Certificate demonstrating that after giving effect to any such payment on a Pro Forma Basis, the Credit Parties and their Subsidiaries would have been in compliance with all the financial covenants set forth in Section 7.12 and (ii) before and after giving effect to any such repayment, no Default has or Event of Default shall have occurred and is be continuing, prepayments, redemptions, purchases or other payments made to satisfy Junior Indebtedness (not in violation of any subordination terms in respect thereof) in an amount not to exceed the sum of (1) $160,000,000 per fiscal year of Holdings, so long as the Consolidated Leverage Ratio of Holdings calculated as of the last day of the most recently ended fiscal quarter for which financial statements are available and as of the date of the making of such prepayment, redemption, purchase or other payment after giving pro forma effect to such prepayment, redemption, repurchase or other payment as if it had occurred on such last day or such date (as applicable) would be less than or equal to 3.50:1.00 plus (2) an additional amount, so long as the Consolidated Leverage Ratio of Holdings calculated as of the last day of the most recently ended fiscal quarter for which financial statements are available and as of the date of the making of such prepayment, redemption, purchase or other payment after giving pro forma effect to such prepayment, redemption, repurchase or other payment as if it had occurred on such last day or such date (as applicable) would be less than or equal to 3.00:1.00 plus (3) any Net Equity Proceeds.

Prepayments of Indebtedness. Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner, or make any payment in violation of any subordination terms of, any subordinated, unsecured or junior secured Indebtedness, including the SpinCo Notes Indebtedness (collectively, the “Junior Indebtedness”) (it being understood that payments of regularly scheduled interest and principal shall be permitted to the extent not prohibited by the subordination provisions applicable thereto), except except, in each case, so long as no Event of Default has occurred and is continuing or would be caused thereby, for (a) the refinancing thereof with the proceeds of any Permitted Refinancing Indebtedness permitted by Section 7.03, (b) the prepayment of Indebtedness of any the Borrower or any Restricted Subsidiary owed to any the Borrower or any Restricted Subsidiary to the extent not prohibited by the subordination provisions applicable thereto, and (c) so long as no Default has occurred and is continuing, prepayments, redemptions, purchases or other payments made to satisfy Junior Indebtedness (not in violation of any subordination terms in respect thereof) in an amount not to exceed the sum of (1) the greater of $160,000,000 per fiscal year 50,000,000 and 15% of Holdings, Consolidated EBITDA of the Borrower and its Restricted Subsidiaries based on the most recent financial statements delivered under Section 6.01(a) or (b) plus (2) so long as the Consolidated pro forma Total Net Leverage Ratio of Holdings calculated as of would be less than 3.75:1.00, an amount not to exceed the last day of Available Amount at the most recently ended fiscal quarter for which financial statements are available and as of the date time of the making of such prepayment, redemption, purchase or other payment after giving pro forma effect to such prepayment, redemption, repurchase or other payment as if it had occurred on such last day or such date (as applicable) would be less than or equal to 3.50:1.00 plus (2) an additional amount, so long as the Consolidated Leverage Ratio of Holdings calculated as of the last day of the most recently ended fiscal quarter for which financial statements are available and as of the date of the making of such prepayment, redemption, purchase or other payment after giving pro forma effect to such prepayment, redemption, repurchase or other payment as if it had occurred on such last day or such date (as applicable) would be less than or equal to 3.00:1.00 plus (3) any Net Equity Proceeds, (d) unlimited prepayments, redemptions, purchases or other payments made to satisfy Junior Indebtedness (not in violation of any subordination terms in respect thereof) shall be permitted so long as the pro forma Total Net Leverage Ratio would be less than 3.00:1.00, and (e) payments of regularly scheduled interest and fees due under any document, agreement or instrument evidencing any Junior Indebtedness or entered into in connection with any Junior Indebtedness, other non-principal payments thereunder, any mandatory prepayments of principal, interest and fees thereunder, scheduled payments thereon necessary to avoid the Junior Indebtedness from constituting “applicable high yield discount obligations” within the meaning of Section 163(i)(1) of the Code and principal on the scheduled maturity date of any Junior Indebtedness (or within ninety (90) days thereof), in each case to the extent not expressly prohibited by the subordination provisions applicable thereto, if any.

Prepayments of Indebtedness. Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner, or make manner any(i) any payment in violation of Second Lien Debt and (ii) any subordination terms of, any subordinated, unsecured or junior secured other Indebtedness, including the SpinCo Notes if (collectivelyA) such prepayment would, the “Junior Indebtedness”on a pro forma basis, cause a Default or Event of Default hereunder or (B) (it being understood that payments of regularly scheduled interest and principal shall be permitted to the extent not such prepayment is prohibited by the subordination Second Lien Indenture; provided that the provisions applicable thereto), except of this Section 7.13 will not apply to (a) the refinancing thereof with the proceeds of any Permitted Refinancing permitted by Section 7.03, (bi) the prepayment of Indebtedness the Loans in accordance with the terms of any Borrower this Agreement or any Subsidiary owed to any Borrower or any Subsidiary (ii) the prepayment of obligations under the Borrowers’ internal cash management system substantially similar to the extent system in effect on the Closing Date; provided further that any redemptions and repayments of Second Lien Debt shall be permitted: (a) in an aggregate principal amount not prohibited by the subordination provisions applicable thereto, and (c) to exceed $25,000,000 so long as (i) the Borrowers shall be in compliance with the financial covenants set forth in Section 7.14 after giving pro forma effect to the making of any such redemption or prepayment; (ii) the Loan Parties shall have Minimum Liquidity of not less than $300,000,000 after giving pro forma effect to any such redemption or prepayment and (iii) immediately after giving effect to any such redemption or prepayment, no Default or Event of Default has occurred and is continuing; (b) if made (i) solely with any Second Lien Debt, prepaymentsSubordinated Debt or any Indebtedness permitted under Section 7.03 not secured by any Collateral (“Permitted Unsecured Debt”), redemptions, purchases or other payments made to satisfy Junior Indebtedness (not in violation of any subordination terms in respect thereofii) in an aggregate amount not equal to exceed the sum amount of net proceeds received by any Borrower or Guarantor from the incurrence or issuance of such Second Lien Debt, such Subordinated Debt or Permitted Unsecured Indebtedness or (1iii) $160,000,000 per fiscal year a combination of Holdingssuch Second Lien Debt, such Subordinated Debt, Permitted Unsecured Indebtedness and net proceeds, so long as the Consolidated Leverage Ratio Borrowers shall demonstrate pro forma compliance (after giving effect to any such redemption or prepayment) with the financial covenants set forth in Section 7.14 and immediately after giving effect to any such redemption or prepayment, no Default or Event of Holdings calculated as Default has occurred and is continuing; and (c) if made (i) solely in Equity Interests (other than Disqualified Equity Interests) of the last day Parent, (ii) in an aggregate amount equal to the amount of proceeds received by the Parent from the issue of new Equity Interests (other than Disqualified Equity Interests) of the most recently ended fiscal quarter for which financial statements are available and as of the date of the making Parent or (iii) a combination of such prepayment, redemption, purchase or Equity Interests (other payment after giving pro forma effect to such prepayment, redemption, repurchase or other payment as if it had occurred on such last day or such date (as applicablethan Disqualified Equity Interests) would be less than or equal to 3.50:1.00 plus (2) an additional amountand proceeds, so long as the Consolidated Leverage Ratio of Holdings calculated as of Borrowers shall demonstrate pro forma compliance (after giving effect to any such redemption or prepayment) with the last day of the most recently ended fiscal quarter for which financial statements are available covenants set forth in Section 7.14 and as of the date of the making of immediately after giving effect to any such redemption or prepayment, redemption, purchase no Default or other payment after giving pro forma effect to such prepayment, redemption, repurchase or other payment as if it had Event of Default has occurred on such last day or such date (as applicable) would be less than or equal to 3.00:1.00 plus (3) any Net Equity Proceedsand is continuing.

Prepayments of Indebtedness. PrepayModifications of Certificate of ------------------------------------------------------------ Incorporation, redeemBy-Laws and Certain Other Agreements, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner, or make any payment in violation of any subordination terms of, any subordinated, unsecured or junior secured Indebtedness, including the SpinCo Notes (collectively, the “Junior Indebtedness”) (it being understood that payments of regularly scheduled interest and principal shall be permitted to the extent not prohibited by the subordination provisions applicable thereto), except etc. (a) the refinancing thereof with the proceeds The Borrower will -------------------------------------------------------- not, and will not permit any of any Permitted Refinancing permitted by Section 7.03its Subsidiaries to, (bx) the prepayment of Indebtedness of make (or give any Borrower or any Subsidiary owed to any Borrower or any Subsidiary to the extent not prohibited by the subordination provisions applicable thereto, and (c) so long as no Default has occurred and is continuing, prepayments, redemptions, purchases or other payments made to satisfy Junior Indebtedness (not in violation of any subordination terms notice in respect thereof) in an amount not to exceed the sum any voluntary or optional payment or prepayment or redemption or acquisition for value of (1including, without limitation, by way of depositing with the trustee with respect thereto money or securities before due for the purpose of paying when due) $160,000,000 per fiscal year of Holdings, so long as the Consolidated Leverage Ratio of Holdings calculated as or exchange or refinancing of the last day Senior Subordinated Notes or any Existing Indebtedness, (y) amend, modify or change in any manner the Senior Subordinated Notes Documents or any other agreements (including, without limitation, the Existing Indebtedness Agreements) relating to the Senior Subordinated Notes or to any Existing Indebtedness or (z) amend, modify or change in any manner materially adverse to the interests of the most recently ended fiscal quarter for which financial statements are available Lenders, the Certificate of Incorporation (including, without limitation, by the filing of any additional certificate of designation) or By-Laws of the Borrower or any of its Subsidiaries, the terms of any of its Capital Stock or any agreement entered into by the Borrower with respect to its Capital Stock (including, without limitation, the Warrants and the Warrant Agreements), the "Transaction Documents" (as defined in the Existing Credit Agreement) (including, without limitation, the GEO Shareholders' Agreement), or enter into any new agreement in any manner materially adverse to the interests of the Lenders with respect to the Capital Stock of the Borrower. (b) Other than the Obligations, the Borrower shall not designate and shall not permit any Indebtedness to be designated as "Designated Senior Debt" under and as of defined in the date of the making of such prepayment, redemption, purchase or other payment after giving pro forma effect to such prepayment, redemption, repurchase or other payment as if it had occurred on such last day or such date (as applicable) would be less than or equal to 3.50:1.00 plus (2) an additional amount, so long as the Consolidated Leverage Ratio of Holdings calculated as of the last day of the most recently ended fiscal quarter for which financial statements are available and as of the date of the making of such prepayment, redemption, purchase or other payment after giving pro forma effect to such prepayment, redemption, repurchase or other payment as if it had occurred on such last day or such date (as applicable) would be less than or equal to 3.00:1.00 plus (3) any Net Equity ProceedsSenior Subordinated Notes Documents.

Prepayments of Indebtedness. PrepayMake or agree to pay or make, redeemor permit any of the other Loan Parties to make or agree to pay or make, directly or indirectly, any payment or other distribution (whether in cash, securities or other property) of or in respect of principal of or interest on any Debt, or any payment or other distribution (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, defease redemption, retirement, acquisition, cancellation or otherwise satisfy termination of any Debt (other than the obligations of the Loan Parties under the Loan Documents and under the "Loan Documents" as defined in each of the Enterprises 2003-A Credit Agreement and the CMS Energy Credit Agreement), other than (i) any payments on account of (a) any Debt when and as such payment was due (including at the maturity thereof if the initial stated maturity thereof is on or prior to the scheduled maturity thereof in any mannerTermination Date) pursuant to the mandatory payment provisions applicable to such Debt at the time it was incurred (including, or make any payment in violation of any subordination terms ofwithout limitation, any subordinated, unsecured or junior secured Indebtedness, including the SpinCo Notes (collectively, the “Junior Indebtedness”) (it being understood that payments of regularly scheduled interest payment dates for principal, interest, fees and principal shall be permitted to the extent not prohibited other amounts due thereon) or any extension thereof thereafter granted by the subordination provisions applicable thereto), except (a) the refinancing thereof with the proceeds holder of any Permitted Refinancing permitted by Section 7.03such Debt, (b) refinancings of Debt otherwise permitted under this Agreement, (c) any Debt owed to CMS Energy or any of its Subsidiaries, (d) Debt secured by a Lien on assets subject to an asset sale permitted by Section 7.02(i) and (e) the prepayment of Indebtedness extinguishment of any Borrower intercompany Debt in connection with a dividend or distributions permitted under Section 7.02(e), (ii) payments constituting the exchange of CMS Energy's common stock (other than Redeemable Stock or Exchangeable Stock (as such terms are defined in the Indenture on the Closing Date)) for CMS Energy's outstanding Debt (and any Subsidiary owed to any Borrower or any Subsidiary cash payments made in lieu of the issuance of fractional shares) to the extent not prohibited by such exchange is permitted under the subordination provisions applicable theretoSecurities and Exchange Act of 1934, as amended and (ciii) so long as no Default has occurred prepayments of CMS Energy's reset put securities due July 1, 2003 and is continuing, prepayments, redemptions, purchases or other payments made to satisfy Junior Indebtedness (not CMS Energy's general term notes due in violation of any subordination terms in respect thereof) in an amount not to exceed the sum of (1) $160,000,000 per fiscal year of Holdings, so long as the Consolidated Leverage Ratio of Holdings calculated as of the last day of the most recently ended fiscal quarter for which financial statements are available and as of the date of the making of such prepayment, redemption, purchase or other payment after giving pro forma effect to such prepayment, redemption, repurchase or other payment as if it had occurred on such last day or such date (as applicable) would be less than or equal to 3.50:1.00 plus (2) an additional amount, so long as the Consolidated Leverage Ratio of Holdings calculated as of the last day of the most recently ended fiscal quarter for which financial statements are available and as of the date of the making of such prepayment, redemption, purchase or other payment after giving pro forma effect to such prepayment, redemption, repurchase or other payment as if it had occurred on such last day or such date (as applicable) would be less than or equal to 3.00:1.00 plus (3) any Net Equity Proceeds2003.

Prepayments of Indebtedness. Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner, or make any payment in violation of any subordination terms of, any subordinated, unsecured or junior secured Indebtedness, including the SpinCo Notes Indebtedness (collectively, the “Junior Indebtedness”) (it being understood that payments of regularly scheduled interest and principal shall be permitted to the extent not prohibited by the subordination provisions applicable thereto), except for (a) the refinancing thereof with the proceeds of any Permitted Refinancing permitted by Section 7.03, (b) the prepayment of Indebtedness of any the Borrower or any Restricted Subsidiary owed to any the Borrower or any Restricted Subsidiary to the extent not prohibited by the subordination provisions applicable thereto, and (c) so long as no Event of Default has occurred and is continuing, continuing or would be caused thereby prepayments, redemptions, purchases or other payments made to satisfy Junior Indebtedness (not in violation of any subordination terms in respect thereof) in an amount not to exceed the sum of (1) the greater of (x) $160,000,000 per fiscal year 15,000,000 and (y) 12.50% of Holdings, Consolidated EBITDA of the Borrower and its Restricted Subsidiaries based on the most recent financial statements delivered under Section 6.01(a) or (b); plus (2) so long as the Consolidated Leverage Ratio of Holdings calculated as of Borrower is in pro forma compliance with the last day of financial covenant set forth in Section 7.11 (whether or not such covenant is applicable at such time in accordance with their terms), the most recently ended fiscal quarter for which financial statements are available and as of Available Amount at the date time of the making of such prepayment, redemption, purchase or other payment after giving payment, (d) so long as no Event of Default has occurred and is continuing or would be caused thereby unlimited prepayments, redemptions, purchases or other payments made to satisfy Junior Indebtedness (not in violation of any subordination terms in respect thereof) shall be permitted so long as the pro forma effect to such prepayment, redemption, repurchase or other payment as if it had occurred on such last day or such date (as applicable) Total Net Leverage Ratio would be less than or equal to 3.50:1.00 plus 3.00:1.00, (2e) an additional amount, so long as no Event of Default has occurred and is continuing or would be caused thereby, payments of regularly scheduled interest and fees due under any document, agreement or instrument evidencing any Junior Indebtedness or entered into in connection with any Junior Indebtedness, other non-principal payments thereunder and payments of principal on the Consolidated Leverage Ratio of Holdings calculated as of the last day of the most recently ended fiscal quarter for which financial statements are available and as of the scheduled maturity date of any Junior Indebtedness (or within ninety (90) days thereof), in each case to the making extent not expressly prohibited by the subordination provisions applicable thereto, if any, (f) the conversion of such prepayment, redemption, purchase or other payment after giving pro forma effect to such prepayment, redemption, repurchase or other payment as if it had occurred on such last day or such date Junior Indebtedness into Qualified Equity Interests and (as applicableg) would be less than or equal to 3.00:1.00 plus (3) any Net the mandatory redemption of Disqualified Equity ProceedsInterests.

Prepayments of Indebtedness. PrepayMake or agree to pay or make, redeemor permit any of the other Loan Parties to make or agree to pay or make, directly or indirectly, any payment or other distribution (whether in cash, securities or other property) of or in respect of principal of or interest on any Debt, or any payment or other distribution (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, defease redemption, retirement, acquisition, cancellation or otherwise satisfy prior to the scheduled maturity thereof in any manner, or make any payment in violation termination of any subordination terms of, any subordinated, unsecured or junior secured Indebtedness, including Debt (other than the SpinCo Notes (collectively, obligations of the “Junior Indebtedness”) (it being understood that payments of regularly scheduled interest and principal shall be permitted to Loan Parties under the extent not prohibited by the subordination provisions applicable theretoCredit Documents), except other than (i) any payments on account of (a) any Debt when and as such payment was due (including at the refinancing maturity thereof with if the proceeds initial stated maturity thereof is on or prior to May 21, 2004) pursuant to the mandatory payment provisions applicable to such Debt at the time it was incurred (including regularly scheduled payment dates for principal, interest, fees and other amounts due thereon) or any extension thereof thereafter granted by the holder of any Permitted Refinancing permitted by Section 7.03such Debt, (b) refinancings of Debt otherwise permitted under this Agreement, (c) any Debt owed to the prepayment Company or any of Indebtedness its Subsidiaries, (d) Debt secured by a Lien on assets subject to an asset sale permitted by Section 7.6 and (e) the extinguishment of any Borrower intercompany Debt in connection with a dividend or distributions permitted under Section 7.7, (ii) payments constituting the exchange of the Company's common stock (other than Redeemable Stock or Exchangeable Stock (as such terms are defined in the Indenture on the Closing Date)) for the Company's outstanding Debt (and any Subsidiary owed to any Borrower or any Subsidiary cash payments made in lieu of the issuance of fractional shares) to the extent not prohibited by such exchange is permitted under the subordination provisions applicable theretoSecurities and Exchange Act of 1934 and (iii) prepayments of (x) the Company's reset put securities due July 1, 2003 and the Company's general term notes due in 2003, (y) if the aggregate principal amount of the Loans shall be less than $250,000,000 any securities with maturities on or after January 1, 2004 but prior to April 1, 2004, and (cz) so long as no Default has occurred and is continuing, prepayments, redemptions, purchases or other payments made to satisfy Junior Indebtedness (not in violation of any subordination terms in respect thereof) in an if the aggregate principal amount not to exceed the sum of (1) $160,000,000 per fiscal year of Holdings, so long as the Consolidated Leverage Ratio of Holdings calculated as of the last day of the most recently ended fiscal quarter for which financial statements are available and as of the date of the making of such prepayment, redemption, purchase or other payment after giving pro forma effect to such prepayment, redemption, repurchase or other payment as if it had occurred on such last day or such date (as applicable) would Loans shall be less than $175,000,000, any securities with maturities on or equal to 3.50:1.00 plus (2) an additional amountafter January 1, so long as the Consolidated Leverage Ratio of Holdings calculated as of the last day of the most recently ended fiscal quarter for which financial statements are available and as of the date of the making of such prepayment, redemption, purchase or other payment after giving pro forma effect to such prepayment, redemption, repurchase or other payment as if it had occurred on such last day or such date (as applicable) would be less than or equal to 3.00:1.00 plus (3) any Net Equity Proceeds2004.

Prepayments of Indebtedness. Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner, or make any payment in violation of any subordination terms of, any subordinatedIndebtedness that is (x) subordinated in right of payment to the Obligations expressly by its terms, (y) unsecured or (z) secured on a junior secured Indebtedness, including lien basis to any Liens securing the SpinCo Notes Obligations (collectively, the “Junior Indebtedness”) (it being understood that payments of regularly scheduled interest and principal shall be permitted to the extent not prohibited by the subordination provisions applicable thereto), except except, in each case, so long as no Event of Default has occurred and is continuing or would be caused thereby, for (a) the refinancing Refinancing thereof with the proceeds of any Permitted Refinancing Indebtedness permitted by Section 7.036.03, (b) the prepayment of Indebtedness of any the Parent Guarantor, the Borrower or any Restricted Subsidiary owed to any the Parent Guarantor, the Borrower or any Restricted Subsidiary to the extent not prohibited by the subordination provisions applicable thereto; provided that, and notwithstanding the foregoing, no such prepayment may be made pursuant to this clause (b) during the Covenant Relief Period (except in the case of intercompany Junior Indebtedness), (c) so long as no Default has occurred and is continuing, prepayments, redemptions, purchases or other payments made to satisfy Junior Indebtedness (not in violation of any subordination terms in respect thereof) in an amount not to exceed the sum of (1) the greater of $160,000,000 per fiscal year 10,000,000 and 25% of HoldingsConsolidated EBITDA of the Parent Guarantor, the Borrower and the Restricted Subsidiaries based on the most recent financial statements delivered under Section 5.01(a) or (b) or, prior to the time any such statements are first required to be so delivered pursuant to Section 5.01(a) or (b), the financial statements delivered pursuant to (x) prior to the Funding Date, Section 4.01(d)(i) and (y) on and after the Funding Date, Section 4.01(d)(i) and (ii) plus (2) on and after the Funding Date, so long as the Consolidated pro forma Total Leverage Ratio of Holdings calculated would be less than the Total Leverage Ratio as of the last day of Funding Date, an amount not to exceed the most recently ended fiscal quarter for which financial statements are available and as of Available Amount at the date time of the making of such prepayment, redemption, purchase repurchase or other payment after giving pro forma effect to plus (3) any Net Equity Proceeds; provided that, notwithstanding the foregoing, no such prepayment, redemption, repurchase purchase or other payment as if it had occurred on such last day or such date Redline Waldencast - Credit Agreement (as applicableamended by the Second Amendment) 2324969v9 and WALD - Credit Agreement (conformed through Third Amendment) 2412084v2 04/26/2024 1:14:08 PM payment may be made pursuant to this clause (c) during the Covenant Relief Period, (d) unlimited prepayments, redemptions, purchases or other payments made to satisfy Junior Indebtedness (not in violation of any subordination terms in respect thereof) shall be permitted so long as the pro forma Total Leverage Ratio would be less than or equal to 3.50:1.00 plus (2) an additional amount2.50:1.00; provided that, so long as notwithstanding the Consolidated Leverage Ratio of Holdings calculated as of the last day of the most recently ended fiscal quarter for which financial statements are available and as of the date of the making of foregoing, no such prepayment, redemption, purchase or other payment after giving pro forma effect may be made pursuant to such prepaymentthis clause (d) during the Covenant Relief Period, redemption(e) payments of regularly scheduled interest and fees due under any document, repurchase agreement or instrument evidencing any Junior Indebtedness or entered into in connection with any Junior Indebtedness, other payment as non-principal payments thereunder, any mandatory prepayments of principal, interest and fees thereunder, scheduled payments thereon necessary to avoid the Junior Indebtedness from constituting “applicable high yield discount obligations” within the meaning of Section 163(i)(1) of the Code and principal on the scheduled maturity date of any Junior Indebtedness (or within ninety (90) days thereof), in each case to the extent not expressly prohibited by the subordination provisions applicable thereto, if it had occurred on such last day any, and (f) the conversion or such date exchange of any Junior Indebtedness to Equity Interests (as applicableother than Disqualified Equity Interests) would be less than of the Parent Guarantor or equal to 3.00:1.00 plus (3) any Net Equity Proceedsof its direct or indirect parents.

Prepayments of Indebtedness. Prepay, redeem, purchase, defease None of the Borrower or otherwise satisfy prior to the scheduled maturity thereof in any mannerRestricted Subsidiary shall make (A) any payment or prepayment of principal on or redemption or acquisition for value of, or make any payment in violation prepayment or redemption as a result of any subordination terms asset sale, change of control or similar event of, any subordinated, unsecured or junior secured Subordinated Indebtedness, including the SpinCo Notes (collectively, the “Junior Indebtedness”) (it being understood that payments of regularly scheduled interest and principal shall be permitted to the extent not prohibited by the subordination provisions applicable thereto), except (ai) the any payment of principal at scheduled maturity, (ii) a refinancing thereof with the proceeds of any Permitted Refinancing permitted by Section 7.03Indebtedness with respect to such Subordinated Indebtedness, (biii) the prepayment of Indebtedness of any Borrower or any Subsidiary owed to any Borrower or any Subsidiary to the extent not prohibited by extent, before and after giving effect thereto on a pro forma basis, the subordination provisions applicable thereto, and (c) so long as no Default has occurred and is continuing, prepayments, redemptions, purchases or other payments made to satisfy Junior Indebtedness (not in violation of any subordination terms in respect thereof) in an amount not to exceed the sum of (1) $160,000,000 per fiscal year of Holdings, so long as the Consolidated Senior Secured Leverage Ratio of Holdings calculated as of the last day of the most recently ended fiscal quarter recent period for which financial statements shall have been required to be delivered pursuant to Section 5.01(a) or (b) (or if prior to the first time such financial statements are available and as of the date of the making of such prepaymentso required to be delivered, redemption, purchase or other payment after giving pro forma effect to such prepayment, redemption, repurchase or other payment as if it had occurred on such last day or such date (as applicable) would be less than or equal to 3.50:1.00 plus (2) an additional amount, so long as the Consolidated Leverage Ratio of Holdings calculated as of the last day of the most recently ended fiscal quarter for recent period in respect of which financial statements are available and as of the date Borrower and its Restricted Subsidiaries are available) is less than 4.50 to 1.00, any such payment made from the Available Amount or (iv) any such payment made from Excluded Contributions or (B) any optional repurchase, redemption or other optional acquisition or retirement for value (each, an “Optional Repurchase”) of any of the making Existing Notes or the Exchangeable PIK Notes, except, in the case of such prepaymentthis clause (B), to the extent after giving effect thereto the Senior Secured Leverage Ratio shall be equal to or less than 4.5 to 1.0 for the Borrower’s most recently ended four full fiscal quarters for which internal financial statements are available; provided that this clause (B) will not prohibit: (1) the Optional Repurchase of any Existing Notes or Exchangeable PIK Notes made in exchange for, or out of the proceeds of a substantially concurrent sale of, Permitted Refinancing Indebtedness in respect thereof or (2) the purchase, repurchase, redemption, purchase defeasance or other acquisition or retirement of any Existing Notes or Exchangeable PIK Notes purchased in anticipation of satisfying a sinking fund obligation, principal installment or payment after giving pro forma effect to such prepaymentat final maturity, redemptionin each case within one year of the maturity of the Existing Notes or PIK Exchangeable Notes, repurchase as applicable; provided further nothing in this clause (B) shall prohibit the repurchase, redemption or other payment acquisition or retirement for value of Existing Notes or PIK Exchangeable Notes as if it had occurred on such last day required by the terms of the Existing Notes or such date the Exchangeable PIK Notes, as the case may be, including any repurchase required upon an Asset Sale or Change of Control (each as defined in the indenture governing the Existing Notes or PIK Exchangeable Notes, as applicable) would be less than or equal to 3.00:1.00 plus (3) any Net Equity Proceeds).

Prepayments of Indebtedness. PrepayMake or agree to pay or make, redeemor permit any of the other Loan Parties to make or agree to pay or make, directly or indirectly, any payment or other distribution (whether in cash, securities or other property) of or in respect of principal of or interest on any Debt, or any payment or other distribution (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, defease redemption, retirement, acquisition, cancellation or otherwise satisfy termination of any Debt (other than the obligations of the Loan Parties under the Loan Documents and under the "Loan Documents" as defined in the CMS Energy Credit Agreement), other than (i) any payments on account of (a) any Debt when and as such payment was due (including at the maturity thereof if the initial stated maturity thereof is on or prior to the scheduled maturity thereof in any mannerTermination Date) pursuant to the mandatory payment provisions applicable to such Debt at the time it was incurred (including, or make any payment in violation of any subordination terms ofwithout limitation, any subordinated, unsecured or junior secured Indebtedness, including the SpinCo Notes (collectively, the “Junior Indebtedness”) (it being understood that payments of regularly scheduled interest payment dates for principal, interest, fees and principal shall be permitted to the extent not prohibited other amounts due thereon) or any extension thereof thereafter granted by the subordination provisions applicable thereto), except (a) the refinancing thereof with the proceeds holder of any Permitted Refinancing permitted by Section 7.03such Debt, (b) refinancings of Debt otherwise permitted under this Agreement, (c) any Debt owed to CMS Energy or any of its Subsidiaries, (d) Debt secured by a Lien on assets subject to an asset sale permitted by Section 7.02(i) and (e) the prepayment of Indebtedness extinguishment of any Borrower intercompany Debt in connection with a dividend or distributions permitted under Section 7.02(e), (ii) payments constituting the exchange of CMS Energy's common stock for CMS Energy's outstanding Debt (and any Subsidiary owed to any Borrower or any Subsidiary cash payments made in lieu of the issuance of fractional shares) to the extent not prohibited by such exchange is permitted under the subordination provisions applicable theretoSecurities and Exchange Act of 1933, as amended and (ciii) so long as no Default has occurred prepayments of CMS Energy's reset put securities due July 1, 2003 and is continuing, prepayments, redemptions, purchases or other payments made to satisfy Junior Indebtedness (not CMS Energy's general term notes due in violation of any subordination terms in respect thereof) in an amount not to exceed the sum of (1) $160,000,000 per fiscal year of Holdings, so long as the Consolidated Leverage Ratio of Holdings calculated as of the last day of the most recently ended fiscal quarter for which financial statements are available and as of the date of the making of such prepayment, redemption, purchase or other payment after giving pro forma effect to such prepayment, redemption, repurchase or other payment as if it had occurred on such last day or such date (as applicable) would be less than or equal to 3.50:1.00 plus (2) an additional amount, so long as the Consolidated Leverage Ratio of Holdings calculated as of the last day of the most recently ended fiscal quarter for which financial statements are available and as of the date of the making of such prepayment, redemption, purchase or other payment after giving pro forma effect to such prepayment, redemption, repurchase or other payment as if it had occurred on such last day or such date (as applicable) would be less than or equal to 3.00:1.00 plus (3) any Net Equity Proceeds2003.

Prepayments of Indebtedness. PrepayFrom and after the Initial Funding Date, AGCO shall not, and shall not permit its Restricted Subsidiaries to, prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof purchase in any manner, or deposit or set aside funds for the purpose of any of the foregoing, make any payment in respect of principal of, or make any payment in violation respect of any subordination terms ofinterest on, any subordinated, unsecured or junior secured Indebtedness, including the SpinCo Notes (collectively, the “Junior Indebtedness”) (it being understood that payments of regularly scheduled interest and principal shall be permitted to the extent not prohibited by the subordination provisions applicable thereto)Funded Debt, except AGCO and its Restricted Subsidiaries may (a) the refinancing thereof make regularly scheduled payments of principal or interest required in accordance with the proceeds terms of any Permitted Refinancing the Applicable Capital Market Transaction Documents or the terms of the documents evidencing other Funded Debt permitted by Section 7.03hereunder, (b) prepay Indebtedness pursuant to refinancings permitted pursuant to Section 7.1(c), (c) prepay the prepayment Existing Capital Market Transactions and the Bridge Facility from the Net Cash Proceeds received from the issuance of Indebtedness common stock of AGCO, (d) redeem any Borrower or any Subsidiary owed to any Borrower or any Subsidiary convertible notes issued pursuant to the extent not prohibited Capital Market Transactions provided that (i) any such redemption is mandatory and results from the exercise of a right of conversion by the subordination provisions applicable theretoholders of such notes pursuant to the Applicable Capital Market Transaction Documents, and (cii) so long as at the time of such redemption, no Default has or Event of Default shall have occurred and is continuingbe continuing or would result therefrom, prepayments, redemptions, purchases and (e) redeem or other payments made to satisfy Junior Indebtedness (not in violation prepay the Existing 2008 Notes provided that at the time of any subordination terms in respect thereof) in an amount not to exceed the sum of (1) $160,000,000 per fiscal year of Holdings, so long as the Consolidated Leverage Ratio of Holdings calculated as such redemption or prepayment of the last day Existing 2008 Notes, no Default or Event of Default shall have occurred and be continuing or would result therefrom.” (e) Section 7.18 of the most recently ended fiscal quarter for which financial statements are available Credit Agreement, Financial Covenants, is hereby amended and as of modified by deleting subsection (b), Senior Debt Ratio, in its entirety and by substituting the date of the making of such prepayment, redemption, purchase or other payment after giving pro forma effect to such prepayment, redemption, repurchase or other payment as if it had occurred on such last day or such date (as applicable) would be less than or equal to 3.50:1.00 plus (2) an additional amount, so long as the Consolidated Leverage Ratio of Holdings calculated as of the last day of the most recently ended fiscal quarter for which financial statements are available and as of the date of the making of such prepayment, redemption, purchase or other payment after giving pro forma effect to such prepayment, redemption, repurchase or other payment as if it had occurred on such last day or such date (as applicable) would be less than or equal to 3.00:1.00 plus (3) any Net Equity Proceeds.following in lieu thereof:

Prepayments of Indebtedness. PrepayNo Loan Party will make or agree to pay or make, redeemdirectly or indirectly, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner, or make any payment or other distribution (whether in violation cash securities or other property) of or in respect of principal of or interest on any subordination terms of, any subordinated, unsecured or junior secured Indebtedness, including any sinking fund or similar deposit, on account of the SpinCo Notes purchase, redemption, retirement, acquisition, cancellation or termination of any Indebtedness, except: (collectively, a) payments with respect to the “Junior Indebtedness”Liabilities; (b) payments with respect to obligations under the ABL Credit Agreement (it being understood that payments of regularly scheduled interest and principal shall be permitted to the extent not prohibited permitted by the subordination provisions applicable theretoIntercreditor Agreement), except (a) the refinancing thereof with the proceeds of any Permitted Refinancing permitted by Section 7.03, (b) the prepayment of Indebtedness of any Borrower or any Subsidiary owed to any Borrower or any Subsidiary to the extent not prohibited by the subordination provisions applicable thereto, and ; (c) so as long as no Event of Default has occurred and is continuingcontinuing or would result therefrom, prepaymentsmandatory payments and prepayments of interest and principal as and when due in respect of any Indebtedness permitted hereunder (other than Indebtedness permitted to be paid by the preceding clauses (a) and (b)), redemptionsexcluding any Subordinated Indebtedness; (d) payments on account of Subordinated Indebtedness to the extent permitted under any subordination agreement or provisions governing such Indebtedness; (e) voluntary prepayments of Indebtedness permitted hereunder (other than Indebtedness permitted to be paid by the preceding clauses (a) and (b)), purchases excluding any Subordinated Indebtedness, as long as the Term Loan Payment Conditions are satisfied; and 4-28. Labor Matters. There are no strikes, lockouts, slowdowns or other material labor disputes against any Loan Party pending or, to the knowledge of any Loan Party, threatened. The hours worked by and payments made to satisfy Junior Indebtedness (employees of the Loan Parties comply with the Fair Labor Standards Act and any other applicable federal, state, local or foreign law dealing with such matters except to the extent that any such violation could not reasonably be expected to have a Material Adverse Effect. No Loan Party has incurred any liability or obligation under the Worker Adjustment and Retraining Act or similar state Law. All payments due from any Loan Party, or for which any claim may be made against any Loan Party, on account of wages and employee health and welfare insurance and other benefits, have been paid or properly accrued in violation accordance with GAAP as a liability on the books of such Loan Party. Except as set forth on EXHIBIT 4-28 or as filed with the SEC, no Loan Party is a party to or bound by any collective bargaining agreement, management agreement, employment agreement, bonus, restricted stock, stock option, or stock appreciation plan or agreement or any similar plan, agreement or arrangement. There are no representation proceedings pending or, to any Loan Party’s knowledge, threatened to be filed with the National Labor Relations Board, and no labor organization or group of employees of any subordination terms Loan Party has made a pending demand for recognition. There are no complaints, unfair labor practice charges, grievances, arbitrations, unfair employment practices charges or any other claims or complaints against any Loan Party pending or, to the knowledge of any Loan Party, threatened to be filed with any governmental authority or arbitrator based on, arising out of, in respect thereof) in an amount not connection with, or otherwise relating to exceed the sum employment or termination of (1) $160,000,000 per fiscal year employment of Holdings, so long as the Consolidated Leverage Ratio any employee of Holdings calculated as any Loan Party which could reasonably be expected to have a Material Adverse Effect. The consummation of the last day transactions contemplated by the Loan Documents will not give rise to any right of termination or right of renegotiation on the most recently ended fiscal quarter for part of any union under any collective bargaining agreement to which financial statements are available any Loan Party is bound. 4-29. Restricted Payments. no Suspension Event or Event of Default shall have occurred and as be continuing prior, or immediately after giving effect, to the following, or would result therefrom: (a) each Subsidiary of a Loan Party may make Restricted Payments to any Loan Party; (b) the date of Loan Parties and each Subsidiary may declare and make dividend payments or other distributions payable solely in the making common stock or other common equity interests of such prepaymentPerson; (c) if the Term Loan Payment Conditions are satisfied, redemptionthe Loan Parties and each Subsidiary may purchase, purchase redeem or other payment after giving pro forma effect otherwise acquire equity interests issued by it, and the Borrower may declare or pay cash dividends to such prepayment, redemption, repurchase its stockholder; and (d) the Loan Parties may make Restricted Payments required or other payment as if it had occurred on such last day or such date (as applicable) would be less than or equal to 3.50:1.00 plus (2) an additional amount, so long as otherwise allowed in connection with the Consolidated Leverage Ratio of Holdings calculated as of Series B Convertible Preferred Stock and the last day of the most recently ended fiscal quarter for which financial statements are available and as of the date of the making of such prepayment, redemption, purchase or other payment after giving pro forma effect to such prepayment, redemption, repurchase or other payment as if it had occurred on such last day or such date (as applicable) would be less than or equal to 3.00:1.00 plus (3) any Net Equity ProceedsSeries B Documents.