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 Indebtedness that is (x) subordinated in right of payment to the Obligations expressly by its terms, (y) unsecured or (z) secured on a junior lien basis to any Liens securing the Obligations (collectively, the “Junior Indebtedness”), 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 6.03, (b) the prepayment of Indebtedness of the Parent Guarantor, the Borrower or any Restricted Subsidiary owed to the Parent Guarantor, the Borrower or any Restricted Subsidiary to the extent not prohibited by the subordination provisions applicable thereto, (c) 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 $10,000,000 and 25% of Consolidated 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 pro forma Total Leverage Ratio would be less than the Total Leverage Ratio as of the Funding Date, an amount not to exceed the Available Amount at the time of the making of such prepayment, redemption, repurchase or other payment 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. 130

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 Indebtedness that is (x) subordinated in right of payment to the Obligations expressly by its termssubordinated, (y) unsecured or (z) junior secured on a junior lien basis to any Liens securing Indebtedness, including the Obligations 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, in each case, so long as no Event of Default has occurred and is continuing or would be caused thereby, for except (a) the Refinancing refinancing thereof with the proceeds of any Permitted Refinancing Indebtedness permitted by Section 6.037.03, (b) the prepayment of Indebtedness of the Parent Guarantor, the any Borrower or any Restricted Subsidiary owed to the Parent Guarantor, the any 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 $160,000,000 per fiscal year of $10,000,000 and 25% of Consolidated 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 DateHoldings, so long as the pro forma Total Consolidated Leverage Ratio would be less than the Total Leverage Ratio of Holdings calculated as of the Funding Date, an amount not to exceed last day of the Available Amount at most recently ended fiscal quarter for which financial statements are available and as of the time 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, (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. 130.

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 Maturity Date) pursuant to the mandatory payment provisions applicable to such Debt at the time it was incurred (including, without limitation, regularly scheduled maturity payment dates for principal, interest, fees and other amounts due thereon) or any extension thereof in thereafter granted by the holder of such Debt, (b) refinancings of Debt otherwise permitted under this Agreement, (c) any mannerDebt owed to the Company or any of its Subsidiaries, or make any payment in violation (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 subordination 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 of, are defined in the Indenture on the Closing Date)) for the Company's outstanding Debt (and any Indebtedness that is (xcash payments made in lieu of the issuance of fractional shares) subordinated in right of payment to the Obligations expressly by its termsextent such exchange is permitted under the Exchange Act, and (yiii) unsecured or (z) secured on a junior lien basis to any Liens securing the Obligations (collectively, the “Junior Indebtedness”), 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 6.03, (b) the prepayment of Indebtedness of the Parent Guarantor, the Borrower or any Restricted Subsidiary owed to the Parent Guarantor, the Borrower or any Restricted Subsidiary to the extent not prohibited by the subordination provisions applicable thereto, (c) prepayments, redemptions, purchases Loans or other payments made to satisfy Junior Indebtedness Obligations (not in violation other than any undrawn Letters of any subordination terms in respect thereof) in an amount not to exceed the sum of (1) the greater of $10,000,000 and 25% of Consolidated 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 pro forma Total Leverage Ratio would be less than the Total Leverage Ratio as of the Funding Date, an amount not to exceed the Available Amount at the time of the making of such prepayment, redemption, repurchase or other payment 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 thereofCredit) shall be permitted so long as outstanding hereunder and the pro forma Total Leverage Ratio would be less than 2.50:1.00, (e) payments Company shall have Unrestricted Cash in excess 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$100,000,000 after giving effect thereto, 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 payment in respect 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. 130Debt.

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 accordance with the terms thereof (including as a result of the Permitted Disposition of any mannercollateral therefor) (it being understood that payments of regularly scheduled principal and interest and mandatory prepayments of principal and interest shall be permitted), in any manner any (1) Subordinated Indebtedness or any other Indebtedness secured by a Lien that is junior in priority to the Lien securing the Obligations or is unsecured, or make (2) any payment in violation Material Indebtedness (including, without limitation, the Term Loan Obligations or any obligations under the Permitted Real Estate Financing), except (a) so long as no Change of Control would result therefrom, the conversion (or exchange) of any subordination terms Indebtedness to, or the payment of any Indebtedness from the proceeds of the issuance of, any Equity Interests, (b) voluntary prepayments, repurchases, redemptions or defeasances of Permitted Indebtedness that is in an amount equal to the sum of (x) subordinated in right of payment to the Obligations expressly by its terms, (y) unsecured or (z) secured on a junior lien basis to any Liens securing the Obligations (collectively, the “Junior Indebtedness”), except, in each case, $10,000,000 per year 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 6.03result therefrom, (by) any unused amounts under Section 7.06(h), and (z) in unlimited amounts provided the Payment Conditions are then satisfied, (c) payment or prepayment of Indebtedness of owed to (x) the Parent Guarantor, the Lead Borrower or any Restricted Subsidiary owed to the Parent Guarantor, the Borrower that is a Loan Party or (y) any other Restricted Subsidiary so long as in the case of this clause (y) either (1) such payment or prepayment is of Indebtedness 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 extent not prohibited by Payment Conditions will be satisfied, (d) prepayment of Permitted Indebtedness of the subordination provisions applicable thereto, type set forth in clause (c) 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 $10,000,000 and 25% of Consolidated EBITDA of the Parent Guarantordefinition thereof, (e) prepayment of Permitted Indebtedness of the Borrower and type set forth in clause (g) of 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 Datedefinition thereof, so long as the pro forma Total Leverage Ratio would be less than the Total Leverage Ratio as of the Funding Date, an amount not to exceed the Available Amount at the time of the making of such prepayment, redemption, repurchase or other payment plus (3) any Net Equity Proceeds, (d) unlimited prepayments, redemptions, purchases or other payments prepayment is 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 following the extent not expressly prohibited by date of the subordination provisions consummation of the applicable thereto, if anyPermitted Acquisition, and (f) the conversion or exchange Permitted Refinancings of any Junior Indebtedness to Equity Interests (other than Disqualified Equity Interests) such Indebtedness; provided that any payments or prepayments of Subordinated Debt hereunder shall be made in accordance with the Parent Guarantor or any of its direct or indirect parents. 130subordination terms applicable thereto.

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 manner, or make any payment in violation of any subordination terms of, any Indebtedness that is (xTermination Date) subordinated in right of payment pursuant to the Obligations expressly mandatory payment provisions applicable to such Debt at the time it was incurred (including, without limitation, regularly scheduled payment dates for principal, interest, fees and other amounts due thereon) or any extension thereof thereafter granted by its terms, (y) unsecured or (z) secured on a junior lien basis to any Liens securing the Obligations (collectively, the “Junior Indebtedness”), except, in each case, so long as no Event holder 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 6.03such Debt, (b) the prepayment refinancings of Indebtedness of the Parent Guarantor, the Borrower or any Restricted Subsidiary owed to the Parent Guarantor, the Borrower or any Restricted Subsidiary to the extent not prohibited by the subordination provisions applicable theretoDebt otherwise permitted under this Agreement, (c) prepayments, redemptions, purchases any Debt owed to CMS Energy or other payments made to satisfy Junior Indebtedness (not in violation any of any subordination terms in respect thereof) in an amount not to exceed the sum of (1) the greater of $10,000,000 and 25% of Consolidated 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 pro forma Total Leverage Ratio would be less than the Total Leverage Ratio as of the Funding Date, an amount not to exceed the Available Amount at the time of the making of such prepayment, redemption, repurchase or other payment plus (3) any Net Equity Proceedsits Subsidiaries, (d) unlimited prepayments, redemptions, purchases or other payments made Debt secured by a Lien on assets subject to satisfy Junior Indebtedness (not in violation of any subordination terms in respect thereofan asset sale permitted by Section 7.02(i) shall be permitted so long as the pro forma Total Leverage Ratio would be less than 2.50:1.00, and (e) payments the extinguishment of regularly scheduled interest and fees due under any document, agreement or instrument evidencing any Junior Indebtedness or entered into 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 Junior Indebtedness, other non-principal cash 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) made in lieu of the Code and principal on the scheduled maturity date issuance of any Junior Indebtedness (or within ninety (90fractional shares) days thereof), in each case to the extent not expressly prohibited by such exchange is permitted under the subordination provisions applicable theretoSecurities and Exchange Act of 1934, if any, as amended and (fiii) the conversion or exchange prepayments of any Junior Indebtedness to Equity Interests (other than Disqualified Equity Interests) of the Parent Guarantor or any of its direct or indirect parents. 130CMS Energy's reset put securities due July 1, 2003 and CMS Energy's general term notes due in 2003.

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 Credit 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 May 21, 2004) pursuant to the mandatory payment provisions applicable to such Debt at the time it was incurred (including regularly scheduled maturity payment dates for principal, interest, fees and other amounts due thereon) or any extension thereof in thereafter granted by the holder of such Debt, (b) refinancings of Debt otherwise permitted under this Agreement, (c) any mannerDebt owed to the Company or any of its Subsidiaries, or make any payment in violation (d) Debt secured by a Lien on assets subject to an asset sale permitted by Section 7.6 and (e) the extinguishment of any subordination 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 of, are defined in the Indenture on the Closing Date)) for the Company's outstanding Debt (and any Indebtedness that cash payments made in lieu of the issuance of fractional shares) to the extent such exchange is permitted under the Securities and Exchange Act of 1934 and (iii) prepayments of (x) subordinated the Company's reset put securities due July 1, 2003 and the Company's general term notes due in right of payment to the Obligations expressly by its terms2003, (y) unsecured 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 (z) secured on a junior lien basis to any Liens securing if the Obligations (collectively, the “Junior Indebtedness”), 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 6.03, (b) the prepayment of Indebtedness aggregate principal amount of the Parent Guarantor, the Borrower or any Restricted Subsidiary owed to the Parent Guarantor, the Borrower or any Restricted Subsidiary to the extent not prohibited by the subordination provisions applicable thereto, (c) 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 $10,000,000 and 25% of Consolidated 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 pro forma Total Leverage Ratio would Loans shall be less than the Total Leverage Ratio as of the Funding Date, an amount not to exceed the Available Amount at the time of the making of such prepayment, redemption, repurchase or other payment 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$175,000,000, any mandatory prepayments of principalsecurities with maturities on or after January 1, 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. 1302004.

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 Facility A Maturity Date) pursuant to the mandatory payment provisions applicable to such Debt at the time it was incurred (including, without limitation, regularly scheduled maturity payment dates for principal, interest, fees and other amounts due thereon) or any extension thereof in thereafter granted by the holder of such Debt, (b) refinancings of Debt otherwise permitted under this Agreement, (c) any mannerDebt owed to the Borrower or any of its Subsidiaries, or make any payment in violation (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 subordination terms ofintercompany 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 Indebtedness that cash payments made in lieu of the issuance of fractional shares) to the extent such exchange is permitted under the Securities and Exchange Act of 1933, as amended and (iii) prepayments of (x) subordinated the Borrower's reset put securities due July 1, 2003 and the Borrower's general term notes due in right of payment to the Obligations expressly by its terms2003, (y) unsecured 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 (z) secured on a junior lien basis to any Liens securing if the Obligations (collectively, the “Junior Indebtedness”), 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 6.03, (b) the prepayment of Indebtedness aggregate principal amount of the Parent Guarantor, the Borrower or any Restricted Subsidiary owed to the Parent Guarantor, the Borrower or any Restricted Subsidiary to the extent not prohibited by the subordination provisions applicable thereto, (c) 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 $10,000,000 and 25% of Consolidated 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 pro forma Total Leverage Ratio would Loans shall be less than the Total Leverage Ratio as of the Funding Date, an amount not to exceed the Available Amount at the time of the making of such prepayment, redemption, repurchase or other payment 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$175,000,000, any mandatory prepayments of principalsecurities with maturities on or after January 1, 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. 1302004.

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 accordance with the terms thereof (including as a result of the Permitted Disposition of any mannercollateral therefor) (it being understood that payments of regularly scheduled principal and interest and mandatory prepayments of principal and interest shall be permitted), in any manner any Indebtedness for borrowed money, except (a) so long as no Change of Control would result therefrom, the conversion (or exchange) of any Indebtedness to, or make any the payment in violation of any subordination terms Indebtedness from the proceeds of the issuance of, any Indebtedness that is (x) subordinated in right of payment to the Obligations expressly by its termsEquity Interests, (yb) unsecured voluntary prepayments, repurchases, redemptions or (z) secured on a junior lien basis defeasances of Permitted Indebtedness in an amount equal to any Liens securing the Obligations (collectively, the “Junior Indebtedness”), except, in each case, $10,000,000 per year so long as no Event of Default has occurred and is continuing or would be caused therebyresult therefrom, for (a) or in greater amounts provided the Refinancing thereof with the proceeds of any Permitted Refinancing Indebtedness permitted by Section 6.03Payment Conditions are then satisfied, (bc) the payment or prepayment of Indebtedness of owed to (x) the Parent Guarantor, the Domestic Borrower or any Restricted Subsidiary owed to the Parent Guarantor, the Borrower that is a Loan Party or (y) any other Restricted Subsidiary so long as in the case of this clause (y) either (1) such payment or prepayment is of Indebtedness 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 extent not prohibited by Payment Conditions will be satisfied, (d) prepayment of Permitted Indebtedness of the subordination provisions applicable thereto, type set forth in clause (c) 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 $10,000,000 and 25% of Consolidated EBITDA of the Parent Guarantordefinition thereof, (e) prepayment of Permitted Indebtedness of the Borrower and type set forth in clause (g) of 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 Datedefinition thereof, so long as the pro forma Total Leverage Ratio would be less than the Total Leverage Ratio as of the Funding Date, an amount not to exceed the Available Amount at the time of the making of such prepayment, redemption, repurchase or other payment plus (3) any Net Equity Proceeds, (d) unlimited prepayments, redemptions, purchases or other payments prepayment is 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 following the extent not expressly prohibited by date of the subordination provisions consummation of the applicable thereto, if anyPermitted Acquisition, and (fe) the conversion or exchange Permitted Refinancings of any Junior Indebtedness to Equity Interests (other than Disqualified Equity Interests) such Indebtedness; provided that any payments or prepayments of Subordinated Debt hereunder shall be made in accordance with the Parent Guarantor or any of its direct or indirect parents. 130subordination terms applicable thereto.

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 Indebtedness that is (x) subordinated in right of payment to the Obligations expressly by its termssubordinated, (y) unsecured or (z) junior secured on a junior lien basis to any Liens securing the Obligations Indebtedness (collectively, the “Junior Indebtedness”), 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 6.037.03, (b) the prepayment of Indebtedness of the Parent Guarantor, the Borrower or any Restricted Subsidiary owed to the Parent Guarantor, the Borrower or any Restricted Subsidiary to the extent not prohibited by the subordination provisions applicable thereto, (c) 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 $10,000,000 50,000,000 and 2515% of Consolidated EBITDA of the Parent Guarantor, the Borrower and the its Restricted Subsidiaries based on the most recent financial statements delivered under Section 5.01(a6.01(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 pro forma Total Net Leverage Ratio would be less than the Total Leverage Ratio as of the Funding Date3.75:1.00, an amount not to exceed the Available Amount at the time of the making of such prepayment, redemption, repurchase or other payment 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 2.50:1.003.00:1.00, 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, 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. 130.

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 None of any subordination terms of, any Indebtedness that is (x) subordinated in right of payment to the Obligations expressly by its terms, (y) unsecured or (z) secured on a junior lien basis to any Liens securing the Obligations (collectively, the “Junior Indebtedness”), 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 6.03, (b) the prepayment of Indebtedness of the Parent Guarantor, the Borrower or any Restricted Subsidiary owed shall make (A) any payment or prepayment of principal on or redemption or acquisition for value of, or any prepayment or redemption as a result of any asset sale, change of control or similar event of, any Subordinated Indebtedness, except (i) any payment of principal at scheduled maturity, (ii) a refinancing thereof with Permitted Refinancing Indebtedness with respect to such Subordinated Indebtedness, (iii) to the Parent Guarantorextent, before and after giving effect thereto on a pro forma basis, the Borrower or any Restricted Subsidiary to the extent not prohibited by the subordination provisions applicable thereto, (c) 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 $10,000,000 and 25% of Consolidated EBITDA Senior Secured Leverage Ratio as of the Parent Guarantor, the Borrower and the Restricted Subsidiaries based on last day of the most recent period for which financial statements delivered under Section 5.01(a) or (b) or, prior to the time any such statements are first shall have been required to be so delivered pursuant to Section 5.01(a) or (b), the financial statements delivered pursuant to ) (x) or if prior to the Funding Datefirst time such financial statements are so required to be delivered, Section 4.01(d)(ias of the last day of the most recent period in respect of which financial statements of the Borrower and its Restricted Subsidiaries are available) and is less than 4.50 to 1.00, any such payment made from the Available Amount or (yiv) on and 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 Existing Notes or the Exchangeable PIK Notes, except, in the case of this clause (B), to the extent after giving effect thereto the Funding DateSenior 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, Section 4.01(d)(i) and (ii) plus or out of the proceeds of a substantially concurrent sale of, Permitted Refinancing Indebtedness in respect thereof or (2) on and after the Funding Datepurchase, so long as the pro forma Total Leverage Ratio would be less than the Total Leverage Ratio as of the Funding Date, an amount not to exceed the Available Amount at the time of the making of such prepaymentrepurchase, redemption, repurchase defeasance or other payment plus (3) any Net Equity Proceeds, (d) unlimited prepayments, redemptions, purchases acquisition or other payments made to satisfy Junior Indebtedness (not in violation retirement of any subordination terms Existing Notes or Exchangeable PIK Notes purchased in respect thereof) shall be permitted so long as the pro forma Total Leverage Ratio would be less than 2.50:1.00anticipation of satisfying a sinking fund obligation, (e) payments of regularly scheduled interest and fees due under any document, agreement principal installment 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)payment at final maturity, in each case to within one year of the extent not expressly prohibited maturity of the Existing Notes or PIK Exchangeable Notes, as applicable; provided further nothing in this clause (B) shall prohibit the repurchase, redemption or other acquisition or retirement for value of Existing Notes or PIK Exchangeable Notes as required 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) terms of the Parent Guarantor Existing Notes or the Exchangeable PIK Notes, as the case may be, including any repurchase required upon an Asset Sale or Change of its direct Control (each as defined in the indenture governing the Existing Notes or indirect parents. 130PIK Exchangeable Notes, as applicable).

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 Indebtedness that is (x) subordinated in right of payment to the Obligations expressly by its terms, (y) unsecured or (z) secured on a junior lien basis to any Liens securing the Obligations (collectively, the “Junior Indebtedness”), except, in each case, so long as no Event of Default has occurred and is continuing or would be caused thereby, for (a) amend or modify (or permit the Refinancing thereof with amendment or modification of) any of the proceeds terms of any Permitted Refinancing Indebtedness permitted by Section 6.03if 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 (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 other Indebtedness and (c) 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 the Parent Guarantorany Convertible Senior Notes) unless (i) prior to any such repayment, the Borrower or has Sufficient Liquidity (as defined below), (ii) prior to any Restricted Subsidiary owed to the Parent Guarantorsuch repayment, the Borrower or any Restricted Subsidiary shall deliver to the extent not prohibited by the subordination provisions applicable thereto, (c) prepayments, redemptions, purchases or other payments made Agent a Pro Forma Compliance Certificate demonstrating that after giving effect 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 $10,000,000 and 25% of Consolidated EBITDA of the Parent Guarantorsuch payment on a Pro Forma Basis, the Borrower Credit Parties and the Restricted their 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), would have been in compliance with all the financial statements delivered pursuant to (x) prior to the Funding Date, covenants set forth in Section 4.01(d)(i) and (y) on and after the Funding Date, Section 4.01(d)(i) 7.12 and (ii) plus (2) on before and after the Funding Dategiving effect to any such repayment, so long as the pro forma Total Leverage Ratio would no Default or Event of Default shall have occurred and be less than the Total Leverage Ratio as of the Funding Date, an amount not to exceed the Available Amount at the time of the making of such prepayment, redemption, repurchase or other payment 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. 130continuing.

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 Indebtedness that is (x) subordinated in right of payment to the Obligations expressly by its termssubordinated, (y) unsecured or (z) junior secured on a junior lien basis to any Liens securing Indebtedness, including the Obligations SpinCo Notes or the 2029 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, in each case, so long as no Event of Default has occurred and is continuing or would be caused thereby, for except (a) the Refinancing refinancing thereof with the proceeds of any Permitted Refinancing Indebtedness permitted by Section 6.037.03, (b) the prepayment of Indebtedness of the Parent Guarantor, the any Borrower or any Restricted Subsidiary owed to the Parent Guarantor, the any 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 $160,000,000 per fiscal year of $10,000,000 and 25% of Consolidated 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 DateHoldings, so long as the pro forma Total Consolidated Leverage Ratio would be less than the Total Leverage Ratio of Holdings calculated as of the Funding Date, an amount not to exceed last day of the Available Amount at most recently ended fiscal quarter for which financial statements are available and as of the time 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, (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. 130.

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 Indebtedness that is (x) subordinated in right of payment to the Obligations expressly by its terms, (y) unsecured or (z) secured on a junior lien basis to any Liens securing the Obligations (collectively, the “Junior Indebtedness”), except, in each case, so long as no Event of Default has occurred and is continuing or would be caused thereby, for (a) amend or modify (or permit the Refinancing thereof with amendment or modification of) any of the proceeds terms of any Permitted Refinancing Indebtedness permitted by Section 6.03if 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 (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 other Indebtedness and (c) make any repayment in cash for Convertible Notes that are surrendered by the holders thereof (or otherwise make any payment on the principal of the Parent Guarantorany Convertible Notes) unless (i) prior to any such repayment, the Borrower or has Sufficient Liquidity (as defined below), (ii) prior to any Restricted Subsidiary owed to the Parent Guarantorsuch repayment, the Borrower or any Restricted Subsidiary shall deliver to the extent not prohibited by the subordination provisions applicable thereto, (c) prepayments, redemptions, purchases or other payments made Agent a Pro Forma Compliance Certificate demonstrating that after giving effect 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 $10,000,000 and 25% of Consolidated EBITDA of the Parent Guarantorsuch payment on a Pro Forma Basis, the Borrower Credit Parties and the Restricted their 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), would have been in compliance with all the financial statements delivered pursuant to (x) prior to the Funding Date, covenants set forth in Section 4.01(d)(i) and (y) on and after the Funding Date, Section 4.01(d)(i) 7.12 and (ii) plus (2) on before and after giving effect to any such repayment, no Default or Event of Default shall have occurred and be continuing. For purposes hereof, "Sufficient Liquidity" means cash and Cash Equivalents (including, without limitation, availability under the Funding Date, so long as the pro forma Total Leverage Ratio would be less than the Total Leverage Ratio as Revolving Committed Amount) in an aggregate amount equal to 125% of the Funding Date, an amount not to exceed the Available Amount at the time sum of the making of such prepayment, redemption, repurchase or other payment 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) amount of the Code and principal on the scheduled maturity date of any Junior Indebtedness (or within ninety (90) days thereof), in each case Convertible Notes contemplated to the extent not expressly prohibited be paid 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. 130Borrower in cash.

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 manner, or make any payment in violation of any subordination terms of, any Indebtedness that is (xTermination Date) subordinated in right of payment pursuant to the Obligations expressly mandatory payment provisions applicable to such Debt at the time it was incurred (including, without limitation, regularly scheduled payment dates for principal, interest, fees and other amounts due thereon) or any extension thereof thereafter granted by its terms, (y) unsecured or (z) secured on a junior lien basis to any Liens securing the Obligations (collectively, the “Junior Indebtedness”), except, in each case, so long as no Event holder 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 6.03such Debt, (b) the prepayment refinancings of Indebtedness of the Parent Guarantor, the Borrower or any Restricted Subsidiary owed to the Parent Guarantor, the Borrower or any Restricted Subsidiary to the extent not prohibited by the subordination provisions applicable theretoDebt otherwise permitted under this Agreement, (c) prepayments, redemptions, purchases any Debt owed to CMS Energy or other payments made to satisfy Junior Indebtedness (not in violation any of any subordination terms in respect thereof) in an amount not to exceed the sum of (1) the greater of $10,000,000 and 25% of Consolidated 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 pro forma Total Leverage Ratio would be less than the Total Leverage Ratio as of the Funding Date, an amount not to exceed the Available Amount at the time of the making of such prepayment, redemption, repurchase or other payment plus (3) any Net Equity Proceedsits Subsidiaries, (d) unlimited prepayments, redemptions, purchases or other payments made Debt secured by a Lien on assets subject to satisfy Junior Indebtedness (not in violation of any subordination terms in respect thereofan asset sale permitted by Section 7.02(i) shall be permitted so long as the pro forma Total Leverage Ratio would be less than 2.50:1.00, and (e) payments the extinguishment of regularly scheduled interest and fees due under any document, agreement or instrument evidencing any Junior Indebtedness or entered into 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 Junior Indebtedness, other non-principal cash 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) made in lieu of the Code and principal on the scheduled maturity date issuance of any Junior Indebtedness (or within ninety (90fractional shares) days thereof), in each case to the extent not expressly prohibited by such exchange is permitted under the subordination provisions applicable theretoSecurities and Exchange Act of 1933, if any, as amended and (fiii) the conversion or exchange prepayments of any Junior Indebtedness to Equity Interests (other than Disqualified Equity Interests) of the Parent Guarantor or any of its direct or indirect parents. 130CMS Energy's reset put securities due July 1, 2003 and CMS Energy's general term notes due in 2003.

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 Maturity Date) pursuant to the mandatory payment provisions applicable to such Debt at the time it was incurred (including, without limitation, regularly scheduled maturity payment dates for principal, interest, fees and other amounts due thereon) or any extension thereof in thereafter granted by the holder of such Debt, (b) refinancings of Debt otherwise permitted under this Agreement, (c) any mannerDebt owed to the Company or any of its Subsidiaries, or make any payment in violation (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 subordination 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 of, are defined in the Indenture on the Closing Date)) for the Company's outstanding Debt (and any Indebtedness that is (xcash payments made in lieu of the issuance of fractional shares) subordinated in right of payment to the Obligations expressly by its termsextent such exchange is permitted under the Exchange Act, and (yiii) unsecured or (z) secured on a junior lien basis to any Liens securing the Obligations (collectively, the “Junior Indebtedness”), except, in each case, so long as no Event of Default has occurred Loans or other Obligations shall be outstanding hereunder and is continuing or would be caused therebythe Company shall have Cash and Permitted Investments in an aggregate amount not less than $100,000,000 after giving effect thereto, for (a) the Refinancing thereof with the proceeds any payment in respect of any Permitted Refinancing Indebtedness permitted by Section 6.03, (b) the prepayment of Indebtedness of the Parent Guarantor, the Borrower or any Restricted Subsidiary owed to the Parent Guarantor, the Borrower or any Restricted Subsidiary to the extent not prohibited by the subordination provisions applicable thereto, (c) 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 $10,000,000 and 25% of Consolidated 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 pro forma Total Leverage Ratio would be less than the Total Leverage Ratio as of the Funding Date, an amount not to exceed the Available Amount at the time of the making of such prepayment, redemption, repurchase or other payment 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. 130Debt.