Common use of Restrictions on Payment of Certain Debt Clause in Contracts

Restrictions on Payment of Certain Debt. Make (a) any payments (whether voluntary or mandatory, or a prepayment, redemption, retirement, defeasance or acquisition) with respect to any (i) Subordinated Debt, except regularly scheduled payments of principal, interest and fees, but only to the extent permitted under any subordination agreement relating to such Debt (and a Responsible Officer of Borrower Representative shall certify to each Lender, not less than five Business Days prior to the date of payment, that all conditions under such agreement have been satisfied); or (ii) other Debt (other than the Obligations and Revolver Debt) prior to its due date under the agreements evidencing such Debt, except for any such prepayment with respect to the currently issued and outstanding notes under the Convertible Debentures, Indenture or 2009 Indenture to the extent such repayment involves (A) a repurchase of any currently issued and outstanding notes under the Indenture or 2009 Indenture in an amount not to exceed 80% of the par value thereof so long as either (x) the trailing 60 day average daily Availability, calculated after giving effect to such payment to repurchase the notes, exceeds $30,000,000 or (y) Parent and its Subsidiaries have maintained a Fixed Charge Coverage Ratio of at least 1.00:1.00 calculated at the end of the most recent Fiscal Month for the period of 12 consecutive Fiscal Months then ending and the trailing 60 day average daily Availability exceeds $25,000,000, in each case calculated after giving effect to such payment to repurchase the notes, or (B) a repayment of outstanding amounts under the Convertible Debentures in an aggregate amount not to exceed $300,000, or (b) any cash payments on or in respect of the Sun Debt if (i) any Event of Default has occurred and is continuing at the time of any such payment or would result after giving effect thereto, or (ii) Availability is less then $45,000,000, calculated after giving effect to such payment.

Restrictions on Payment of Certain Debt. Make any (a) any payments (whether voluntary or mandatory, or a prepayment, redemption, retirement, defeasance or acquisition) with respect to any (i) Subordinated DebtDebt which is subordinated to the Obligations, except regularly scheduled payments of principal, interest and fees, but only to the extent permitted under any subordination agreement relating to such Debt (and a Responsible Senior Officer of Borrower Representative Agent shall certify to each LenderAgent, not less than five Business Days prior to the date of payment, that all conditions under such agreement have been satisfied); or (iib) other Debt any voluntary payments with respect to any Borrowed Money (other than the Obligations and Revolver Debtany intercompany obligations) prior to its due date under date; provided, however, that the agreements evidencing such Debt, except for restriction set forth in clause (b) shall not apply to (i) any such prepayment with respect to the currently issued and outstanding notes under the Convertible Debentures, Indenture or 2009 Indenture to the extent such repayment involves payment if either: (A) (1) on a repurchase of any currently issued and outstanding notes under the Indenture or 2009 Indenture in pro forma basis after giving effect to such payment, Net Excess Availability has been greater than an amount not equal to exceed 8015% of the par value thereof so long as either Maximum Facility Amount at all times during the thirty (x30) day period immediately prior to the making of such payment, (2) Net Excess Availability is greater than an amount equal to 15% of the Maximum Facility Amount after giving effect to such payment, and (3) the trailing 60 day average daily AvailabilityFixed Charge Coverage Ratio, calculated on a pro forma basis after giving effect to such payment to repurchase the notes, exceeds $30,000,000 or (y) Parent and its Subsidiaries have maintained calculated on a Fixed Charge Coverage Ratio of at least 1.00:1.00 calculated at the end of trailing twelve month basis recomputed for the most recent Fiscal Month month for the period of 12 consecutive Fiscal Months then ending and the trailing 60 day average daily Availability exceeds $25,000,000, in each case calculated after giving effect which financial statements have been delivered) is not less than 1.0 to such payment to repurchase the notes, 1.0; or (B) (1) average daily Net Excess Availability, on a repayment of outstanding amounts under the Convertible Debentures in an aggregate amount not to exceed $300,000, or (b) any cash payments on or in respect of the Sun Debt if (i) any Event of Default has occurred and is continuing at the time of any such payment or would result after giving effect thereto, or (ii) Availability is less then $45,000,000, calculated pro forma basis after giving effect to such payment, has been greater than an amount equal to 20% of the Maximum Facility Amount for the ninety (90) day period immediately prior to the making of such payment, and (2) Net Excess Availability is greater than an amount equal to 20% of the Maximum Facility Amount after giving effect to such payment, and (3) no Term Loans are outstanding at the time such payment is made, or (ii) the making of the Incentive Payment in accordance with the definition thereof.

Restrictions on Payment of Certain Debt. Make any (a) any payments (whether voluntary or mandatory, or a prepayment, redemption, retirement, defeasance or acquisition) with respect to any (i) Subordinated DebtDebt which is subordinated to the Obligations, except regularly scheduled payments of principal, interest and fees, but only to the extent permitted under any subordination agreement relating to such Debt (and a Responsible Senior Officer of Borrower Representative Agent shall certify to each LenderAgent, not less than five Business Days prior to the date of payment, that all conditions under such agreement have been satisfied); or (iib) other Debt any voluntary payments with respect to any Borrowed Money (other than the Obligations and Revolver Debtany intercompany obligations) prior to its due date under date; provided, however, that the agreements evidencing such Debt, except for restriction set forth in clause (b) shall not apply to (i) any such prepayment with respect to the currently issued and outstanding notes under the Convertible Debentures, Indenture or 2009 Indenture to the extent such repayment involves payment if either: (A) (1) on a repurchase of any currently issued and outstanding notes under the Indenture or 2009 Indenture in pro forma basis after giving effect to such payment, Net Excess Availability has been greater than an amount not equal to exceed 8015% of the par value thereof so long as either Maximum Facility Amount at all times during the thirty (x30) day period immediately prior to the making of such payment, (2) Net Excess Availability is greater than an amount equal to 15% of the Maximum Facility Amount after giving effect to such payment, and (3) the trailing 60 day average daily AvailabilityFixed Charge Coverage Ratio, calculated on a pro forma basis after giving effect to such payment to repurchase the notes, exceeds $30,000,000 or (y) Parent and its Subsidiaries have maintained calculated on a Fixed Charge Coverage Ratio of at least 1.00:1.00 calculated at the end of trailing twelve month basis recomputed for the most recent Fiscal Month month for the period of 12 consecutive Fiscal Months then ending and the trailing 60 day average daily Availability exceeds $25,000,000, in each case calculated after giving effect which financial statements have been delivered) is not less than 1.0 to such payment to repurchase the notes, 1.0; or (B) (1) average daily Net Excess Availability, on a repayment of outstanding amounts under the Convertible Debentures in an aggregate amount not to exceed $300,000, or (b) any cash payments on or in respect of the Sun Debt if (i) any Event of Default has occurred and is continuing at the time of any such payment or would result after giving effect thereto, or (ii) Availability is less then $45,000,000, calculated pro forma basis after giving effect to such payment, has been greater than an amount equal to 20% of the Maximum Facility Amount for the ninety (90) day period immediately prior to the making of such payment, (2) Net Excess Availability is greater than an amount equal to 20% of the Maximum Facility Amount after giving effect to such payment, and (3) no Term Loans are outstanding at the time such payment is made, or (ii) the making of the Incentive Payment in accordance with the definition thereof.

Restrictions on Payment of Certain Debt. Make any (a) any payments (whether voluntary or mandatory, or a prepayment, redemption, retirement, defeasance or acquisition) with respect to any (i) Subordinated DebtDebt which is subordinated to the Obligations, except regularly scheduled payments of principal, interest and fees, but only to the extent permitted under any subordination agreement relating to such Debt (and a Responsible Senior Officer of Borrower Representative Agent shall certify to each LenderAgent, not less than five Business Days prior to the date of payment, that all conditions under such agreement have been satisfied); or (iib) other Debt any voluntary payments with respect to any Borrowed Money (other than the Obligations and Revolver Debtany intercompany obligations) prior to its due date under date; provided, however, that the agreements evidencing such Debt, except for restriction set forth in clause (b) shall not apply to (i) any such prepayment with respect to the currently issued and outstanding notes under the Convertible Debentures, Indenture or 2009 Indenture to the extent such repayment involves payment if either: (A) (1) on a repurchase of any currently issued and outstanding notes under the Indenture or 2009 Indenture in pro forma basis after giving effect to such payment, Net Excess Availability has been greater than an amount not equal to exceed 8015% of the par value thereof so long as either Maximum Facility Amount at all times during the thirty (x30) day period immediately prior to the making of such payment, (2) Net Excess Availability is greater than an amount equal to 15% of the Maximum Facility Amount after giving effect to such payment, and (3) the trailing 60 day average daily AvailabilityFixed Charge Coverage Ratio, calculated on a pro forma basis after giving effect to such payment to repurchase the notes, exceeds $30,000,000 or (y) Parent and its Subsidiaries have maintained calculated on a Fixed Charge Coverage Ratio of at least 1.00:1.00 calculated at the end of trailing twelve month basis recomputed for the most recent Fiscal Month month for the period of 12 consecutive Fiscal Months then ending and the trailing 60 day average daily Availability exceeds $25,000,000, in each case calculated after giving effect which financial statements have been delivered) is not less than 1.0 to such payment to repurchase the notes, 1.0; or (B) (1) average daily Net Excess Availability, on a repayment of outstanding amounts under the Convertible Debentures in an aggregate amount not to exceed $300,000, or (b) any cash payments on or in respect of the Sun Debt if (i) any Event of Default has occurred and is continuing at the time of any such payment or would result after giving effect thereto, or (ii) Availability is less then $45,000,000, calculated pro forma basis after giving effect to such payment, has been greater than an amount equal to 20% of the Maximum Facility Amount for the ninety (90) day period immediately prior to the making of such payment, and (2) Net Excess Availability is greater than an amount equal to 20% of the Maximum Facility Amount after giving effect to such payment, or (ii) the making of the Incentive Payment in accordance with the definition thereof.”

Restrictions on Payment of Certain Debt. Make (a) any payments (whether voluntary or mandatory, or a prepayment, redemption, retirement, defeasance or acquisition) with respect to any (ia) Subordinated Debt, except regularly scheduled payments of principal, interest and fees, but only to the extent permitted under any subordination agreement relating to such Debt (and a Responsible Senior Officer of Borrower Representative shall certify to each LenderAgent, not less than five Business Days prior to the date of payment, that all conditions under such agreement have been satisfied); or (iib) other Debt Borrowed Money (other than the Obligations and Revolver DebtObligations) prior to its due date under the agreements evidencing such DebtDebt as in effect on the Closing Date (or as amended thereafter with the consent of Agent), except for any such prepayment with respect to that Borrower may repurchase its Senior Notes after the currently issued Syndication Date; PROVIDED, that immediately before, and outstanding notes under the Convertible Debentures, Indenture or 2009 Indenture to the extent such repayment involves (A) a repurchase of any currently issued and outstanding notes under the Indenture or 2009 Indenture in an amount not to exceed 80% of the par value thereof so long as either (x) the trailing 60 day average daily Availability, calculated after giving effect to each such payment repurchase, (i) no Event of Default has occurred and is continuing or would result from such repurchase, (ii) the aggregate of amount paid for such repurchases does not exceed an amount equal to repurchase (A) $3,000,000 in any Fiscal Year LESS the notesamount of Distributions made under SECTION 10.2.4 in such Fiscal Year and (B) $10,000,000 in the aggregate during the term of this Agreement LESS the amount of Distributions made under SECTION 10.2.4 during the term of this Agreement, exceeds $30,000,000 or (y) Parent which dollar limitations shall be eliminated at such time when Borrower has delivered to Agent financial statements and its Subsidiaries have maintained corresponding Compliance Certificates for two consecutive Fiscal Quarters which demonstrate that Borrower has achieved a Fixed Charge Coverage Ratio of at least 1.00:1.00 calculated at the end of the most recent Fiscal Month 1.1:1.0 for the period of 12 two consecutive Fiscal Months then ending Quarters and (iii) from and after the trailing 60 day average daily date on which the dollar limitations under the preceding clause (ii) are eliminated, Borrower has Availability exceeds of at least $25,000,000, in each case calculated 35,000,000 after giving pro forma effect to such payment to repurchase the notes, or (B) a repayment of outstanding amounts under the Convertible Debentures in an aggregate amount not to exceed $300,000, or (b) any cash payments on or in respect of the Sun Debt if (i) any Event of Default has occurred and is continuing at the time of any such payment or would result after giving effect thereto, or (ii) Availability is less then $45,000,000, calculated after giving effect to such paymentrepurchase.