Common use of Limitations on Debt Prepayments Clause in Contracts

Limitations on Debt Prepayments. (a) Optionally prepay, repurchase or redeem or otherwise defease or segregate funds (collectively, "repay") with respect to any Indebtedness for borrowed money of the Borrower or ------ any of the Subsidiaries; provided, however, that the Borrower and any Subsidiary -------- ------- shall be permitted (i) to make any payment permitted or required pursuant to any Loan Document or any SLP Loan Document, (ii) so long as no Default or Event of Default shall have occurred and be continuing, to repay any intercompany Indebtedness permitted pursuant to Section 7.01, (iii) to refinance or replace any Indebtedness as otherwise permitted hereunder and (iv) to repay, on a voluntary basis, all or any portion of the Subordinated Notes, the Senior Notes or the First Mortgage Notes, in each case, having a final maturity prior to December 31, 2002 (or if all such Indebtedness has been repaid or refinanced pursuant to Section 7.01(f), the Senior Notes due 2004) in an aggregate amount, --------------- including any premium paid in connection therewith, not in excess of the sum of (A) $400,000,000, provided that such amount shall increase to $800,000,000 so -------- long as, according to the most recent quarterly financial statement delivered pursuant to Section 6.04(b) of this Agreement, the Consolidated Leverage Ratio, --------------- before and after giving effect to such repayment, is less than 3.00 to 1.00, (B) the Net Cash Proceeds from the issuance of capital stock to, or the contribution of capital from, SSCC after the Restatement Date, (C) the Net Cash Proceeds of any Asset Sale that the Borrower has elected to apply to the prepayment of such Indebtedness pursuant to the proviso to Section 2.13(b) and (D) any Prepayment --------------- Amount which the Borrower is entitled to use to prepay Indebtedness pursuant to

Limitations on Debt Prepayments. (a) Optionally prepay, repurchase or redeem or otherwise defease or segregate funds (collectively, "repay") with respect to any Indebtedness for borrowed money (including, in the case of the Borrower or ------ any of Borrower, the SubsidiariesSubordinated Notes and the Series I Tranche A Exchange Notes); provided, however, that the foregoing shall not prevent the Borrower and any Subsidiary -------- ------- shall be permitted from (i) to make making any payment permitted or required pursuant to any Loan Document Section 2.12 or any SLP Loan Document2.13, (ii) so long as refinancing of Series I Tranche A Exchange Notes (or Tranche A Exchange Note Refinancing Indebtedness) or the Subordinated Notes (or the Subordinated Note Refinancing Indebtedness) pursuant to, and in accordance with, the provisions of Section 7.01(g) or 7.01(h), respectively (provided that, from and after any such refinancing, this Section 7.09 shall apply to the Indebtedness incurred in connection with such refinancing), (iii) prepaying or otherwise refinancing any Indebtedness permitted pursuant to clauses (i), (j), (l), (m) or (q) of Section 7.01, (iv) effecting the Series II Tranche A Exchange Note Refinancing or (v) prepaying, repurchasing, redeeming or defeasing up to $15,000,000 aggregate principal amount of the Subordinated Notes during the term of this Agreement (provided that (i) the entire amount of such prepayment, repurchase, redemption or defeasance during any fiscal year shall be funded solely from the sum of (without duplication) (A) the 50% of Excess Cash Flow for the immediately preceding fiscal year (beginning on or after January 1, 1999) that the Borrower is not required pursuant to Section 2.13(c) to apply to prepay obligations outstanding under this Agreement and the outstanding Series I Tranche A Exchange Notes and (B) any portion of the amount available pursuant to the preceding clause (A) with respect to any prior fiscal year (beginning on or after January 1, 1999) other than the immediately preceding fiscal year and not used prior to the current fiscal year to fund the prepayment, repurchase, redemption or defeasance of Subordinated Notes and (ii) immediately after giving effect thereto no Default or Event of Default shall have occurred and or be continuing, to repay any intercompany Indebtedness permitted pursuant to Section 7.01, (iii) to refinance continuing or replace any Indebtedness as otherwise permitted hereunder and (iv) to repay, on a voluntary basis, all or any portion of the Subordinated Notes, the Senior Notes or the First Mortgage Notes, in each case, having a final maturity prior to December 31, 2002 (or if all such Indebtedness has been repaid or refinanced pursuant to Section 7.01(fwould result therefrom), the Senior Notes due 2004) in an aggregate amount, --------------- including any premium paid in connection therewith, not in excess of the sum of (A) $400,000,000, provided that such amount shall increase to $800,000,000 so -------- long as, according to the most recent quarterly financial statement delivered pursuant to Section 6.04(b) of this Agreement, the Consolidated Leverage Ratio, --------------- before and after giving effect to such repayment, is less than 3.00 to 1.00, (B) the Net Cash Proceeds from the issuance of capital stock to, or the contribution of capital from, SSCC after the Restatement Date, (C) the Net Cash Proceeds of any Asset Sale that the Borrower has elected to apply to the prepayment of such Indebtedness pursuant to the proviso to Section 2.13(b) and (D) any Prepayment --------------- Amount which the Borrower is entitled to use to prepay Indebtedness pursuant to.

Limitations on Debt Prepayments. (a) Optionally prepay, repurchase or redeem or otherwise defease or segregate funds (collectively, "repayREPAY") with respect to any Indebtedness for borrowed money of the any Borrower or ------ any of the Subsidiaries; providedPROVIDED, howeverHOWEVER, that the Borrower Borrowers and any Subsidiary -------- ------- shall be permitted (i) to make any payment permitted or required pursuant to any Loan Document and, on and after the JSC Transaction Date, pursuant to the JSC Credit Agreement or any SLP Loan DocumentDocument (as defined in the JSC Credit Agreement), (ii) so long as no Default or Event of Default shall have occurred and be continuing, to repay any intercompany Indebtedness permitted pursuant to Section SECTION 7.01, any Capital Lease Obligations, any unsubordinated Indebtedness incurred pursuant to SECTION 7.01(o), any Indebtedness incurred pursuant to SECTION 7.01(p), and the Senior Notes due 2006 at or below par, or above par with the Net Cash Proceeds of the Europa Carton Sale or the Pontiac Sale, (iii) to refinance or replace any Indebtedness as otherwise permitted hereunder or, on or after the JSC Transaction Date, under the JSC Credit Agreement and (iv) to repay, on a voluntary basis, all or any portion of the Subordinated Notes, the Senior Notes or the First Mortgage Notes, in each case, having a final maturity prior to December 31, 2002 (or if all such Indebtedness has been repaid or refinanced pursuant to Section 7.01(f), repurchase the Senior Notes due 2004) in an aggregate amount, --------------- including any premium paid in connection therewith, not in excess of the sum of (A) $400,000,000, provided 2006 that such amount shall increase may accept Stone's offer to $800,000,000 so -------- long as, according to the most recent quarterly financial statement delivered repurchase made pursuant to Section 6.04(b1013 of the Senior 103 Notes due 2006 Indenture, PROVIDED that at the time such offer is made, there shall be at least U.S.$400,000,000 in the aggregate of unused Revolving Credit Commitments, Revolving (Supplemental) of this Agreement, the Consolidated Leverage Ratio, --------------- before Credit Commitments and after giving effect to such repayment, is less than 3.00 to 1.00, Revolving (BCanadian) the Net Cash Proceeds from the issuance of capital stock to, or the contribution of capital from, SSCC after the Restatement Date, (C) the Net Cash Proceeds of any Asset Sale that the Borrower has elected to apply to the prepayment of such Indebtedness pursuant to the proviso to Section 2.13(b) and (D) any Prepayment --------------- Amount which the Borrower is entitled to use to prepay Indebtedness pursuant toCredit Commitments.

Limitations on Debt Prepayments. (a) Optionally prepay, repurchase or redeem or otherwise defease or segregate funds (collectively, "repay") with respect to any Indebtedness for borrowed money of the either Borrower ----- or ------ any of the Subsidiaries; provided, however, that the (i) each Borrower and any Subsidiary -------- ------- Subsidiary shall be permitted (ix) to make any payment permitted or required pursuant to any Loan Document or any SLP Existing Stone Loan Document, (iiy) so long as no Default or Event of Default shall have occurred and be continuing, to repay any intercompany Indebtedness permitted pursuant to Section 7.01, and (iiiz) to refinance or replace any Indebtedness as otherwise permitted hereunder and (ivii) Stone shall be permitted to repay, on a voluntary basis, all or any portion of the Subordinated Notes, the Senior Notes or the First Mortgage Notes, in each case, having a final maturity prior to December 31, 2002 (or if all such Indebtedness has been repaid or refinanced pursuant to Section 7.01(f)7.01(e) or --------------- Section 7.04, the Senior Notes due 2004) in an aggregate amount, --------------- including any ------------ premium paid in connection therewith, not in excess of the sum of (A) $400,000,000U.S.$400,000,000, provided that such amount shall increase to $800,000,000 U.S.$800,000,000 -------- so -------- long as, according to the most recent quarterly financial statement delivered pursuant to Section 6.04(b) of this Agreement, the Consolidated Leverage Ratio, --------------- before and after giving effect to such repayment, is less than 3.00 to 1.00, (B) the Net Cash Proceeds from the issuance of capital stock to, or the contribution of capital from, SSCC after the Restatement Closing Date, (C) the Net Cash Proceeds of any Asset Sale that the applicable Borrower has elected to apply to the prepayment of such Indebtedness pursuant to the proviso to second sentence of Section 2.13(b) and (D) --------------- any Prepayment --------------- Amount which the either Borrower is entitled to use to prepay Indebtedness pursuant toto Section 2.13(h), provided further that at the time of --------------- -------- ------- any such redemption, after giving effect to such redemption, no Default or Event of Default shall have occurred and be continuing.

Limitations on Debt Prepayments. (a) Optionally prepay, repurchase or redeem or otherwise defease or segregate funds (collectively, "repay") with respect to any Indebtedness for borrowed money of the either Borrower or ------ any of the Subsidiaries; provided, however, that the (i) each Borrower and any Subsidiary -------- ------- shall be permitted (ix) to make any payment permitted or required pursuant to any Loan Document or any SLP Existing Stone Loan Document, (iiy) so long as no Default or Event of Default shall have occurred and be continuing, to repay any intercompany Indebtedness permitted pursuant to Section 7.01, and (iiiz) to refinance or replace any Indebtedness as otherwise permitted hereunder and (ivii) Stone shall be permitted to repay, on a voluntary basis, all or any portion of the Subordinated Notes, the Senior Notes or the First Mortgage Notes, in each case, having a final maturity prior to December 31, 2002 (or if all such Indebtedness has been repaid or refinanced pursuant to Section 7.01(f)7.01(e) or Section 7.04, the Senior Notes due 2004) in an aggregate amount, --------------- including any premium paid in connection therewith, not in excess of the sum of (A) $400,000,000U.S.$400,000,000, provided that such amount shall increase to $800,000,000 U.S.$800,000,000 so -------- long as, according to the most recent quarterly financial statement delivered pursuant to Section 6.04(b) of this Agreement, the Consolidated Leverage Ratio, --------------- before and after giving effect to such repayment, is less than 3.00 to 1.00, (B) the Net Cash Proceeds from the issuance of capital stock to, or the contribution of capital from, SSCC after the Restatement Closing Date, (C) the Net Cash Proceeds of any Asset Sale that the applicable Borrower has elected to apply to the prepayment of such Indebtedness pursuant to the proviso to second sentence of Section 2.13(b) and (D) any Prepayment --------------- Amount which the either Borrower is entitled to use to prepay Indebtedness pursuant toto Section 2.13(h), provided further that at the time of any such redemption, after giving effect to such redemption, no Default or Event of Default shall have occurred and be continuing.

Limitations on Debt Prepayments. (a) Optionally prepay, repurchase or redeem or otherwise defease or segregate funds (collectively, "repay") with respect to any Indebtedness for borrowed money (other than Indebtedness under the Loan Documents) of SSCC, JSCE, the Borrower or ------ any of the their respective Subsidiaries; provided, however, that SSCC, JSCE, the Borrower and any Subsidiary -------- ------- of their respective Subsidiaries shall be permitted (i) on or after the Stone Transaction Date, to make any payment permitted or required pursuant to the Stone Credit Agreement or any Loan Document or any SLP Loan Document(as defined in the Stone Credit Agreement), (ii) to repay up to $400,000,000 in aggregate principal amount (including any accrued and unpaid interest and any premium thereon) of any Indebtedness, provided, further, that at the time of any such repurchase permitted by clause (ii) above, the aggregate outstanding amount of the Term Loans is less than or equal to $450,000,000, (iii) so long as no Default or Event of Default shall have occurred and be continuing, to repay any intercompany Indebtedness permitted pursuant to Section 7.01, any Capital Lease Obligations, any unsubordinated Indebtedness permitted pursuant to Section 7.01(m), any Indebtedness incurred pursuant to Section 7.01(u) in respect of the MBI Transaction (iiias defined in the Stone Credit Agreement), (iv) to refinance or replace any Indebtedness as otherwise permitted hereunder or, on or after the Stone Transaction Date, under the Stone Credit Agreement and (ivv) to repay, on a voluntary basis, repay all or any a portion of the Subordinated Notes, the 1993 Senior Notes or the First Mortgage Notes, in each case, having a final maturity prior to December 31, 2002 (or if all such Indebtedness has been repaid or refinanced pursuant to Section 7.01(f), the Senior Notes due 2004) in an aggregate amount, --------------- including any premium paid in connection therewith, not in excess of the sum of (A) $400,000,000, provided that such amount shall increase to $800,000,000 so -------- long as, according to the most recent quarterly financial statement delivered pursuant to Section 6.04(b) of this Agreement, the Consolidated Leverage Ratio, --------------- before and after giving effect to such repayment, is less than 3.00 to 1.00, (B) the Net Cash Proceeds from the issuance of capital stock to, or the contribution of capital from, SSCC after the Restatement Date, (C) the Net Cash Proceeds of any Asset Sale that the Borrower has elected to apply to the prepayment of such Indebtedness pursuant to the proviso to Section 2.13(b) and (D) any Prepayment --------------- Amount which 1993 Senior Notes Tender Offer, in the Borrower is entitled to use to prepay Indebtedness pursuant toopen market or otherwise.

Limitations on Debt Prepayments. (a) Optionally prepay, repurchase or redeem or otherwise defease or segregate funds (collectively, "repay") with respect to any Indebtedness for borrowed money (including, in the case of the Borrower or ------ any of Company, the SubsidiariesSubordinated Notes) other than the Notes; provided, however, that the Borrower and any Subsidiary -------- ------- foregoing shall be permitted not prevent the Company from (i) to make making any payment pursuant to Section 2.12 or 2.13 of the Credit Agreement, (ii) refinancing Indebtedness under the Credit Agreement or the Subordinated Notes pursuant to, and in accordance with, the provisions of Section 7.1(g) or (h), respectively (whereupon this Section 7.9 shall apply to the Indebtedness incurred in connection with any such refinancing), (iii) prepaying or otherwise refinancing any Indebtedness permitted in Section 7.1(i), 7.1(j), 7.1(l), 7.1(m) or 7.1(q), or (iv) prepaying, repurchasing, redeeming or defeasing up to $15,000,000 aggregate principal amount of the Subordinated Notes during the term of this Agreement (provided that (i) the entire amount of such prepayment, repurchase, redemption or defeasance during any fiscal year shall be funded solely from the sum of (without duplication) (A) the 50% of Excess Cash Flow for the immediately preceding fiscal year (beginning on or after January 1, 1999) that the Company is not required to apply to prepay the Notes pursuant to Section 5.1 or required pursuant to Section 2.13(c) of the Credit Agreement to apply to prepay obligations outstanding under the Credit Agreement and (B) any Loan Document portion of the amount available pursuant to the preceding clause (A) with respect to any prior fiscal year (beginning on or any SLP Loan Documentafter January 1, 1999) other than the immediately preceding fiscal year and not used prior to the current fiscal year to fund the prepayment, repurchase, redemption or defeasance of Subordinated Notes and (ii) so long as immediately after giving effect thereto no Default or Event of Default shall have occurred and or be continuingcontinuing or would result therefrom). Without limiting the foregoing, to repay any intercompany Indebtedness permitted pursuant to Section 7.01, (iii) to refinance or replace any Indebtedness as otherwise permitted hereunder and (iv) to repay, on a voluntary basis, all or any portion of neither the Credit Agreement nor the Subordinated Notes, Note Indenture nor any document in respect of Credit Agreement Refinancing Indebtedness or Subordinated Note Refinancing Indebtedness shall prevent the Senior Notes or the First Mortgage Notes, in each case, having a final maturity prior to December 31, 2002 (or if all such Indebtedness has been repaid or refinanced pursuant to Section 7.01(f), the Senior Notes due 2004) in an aggregate amount, --------------- including any premium paid in connection therewith, not in excess of the sum of (A) $400,000,000, provided that such amount shall increase to $800,000,000 so -------- long as, according to the most recent quarterly financial statement delivered pursuant to Section 6.04(b) of this Agreement, the Consolidated Leverage Ratio, --------------- before and after giving effect to such repayment, is less than 3.00 to 1.00, (B) the Net Cash Proceeds Company from the issuance of capital stock to, or the contribution of capital from, SSCC after the Restatement Date, (C) the Net Cash Proceeds of any Asset Sale that the Borrower has elected electing to apply to the optional prepayment of such Indebtedness Notes from time to time pursuant to Section 5.2 an aggregate amount (allocable to principal and Make-Whole Premium) in each case at least equal to the proviso Pro Rata Share of the holders of the Notes in respect of each optional prepayment of the Term Loans pursuant to Section 2.13(b) and 2.12 of the Credit Agreement (D) any Prepayment --------------- Amount which or the Borrower is entitled to use to prepay Indebtedness pursuant toanalogous provision in respect of Credit Agreement Refinancing Indebtedness).