Common use of Limitation on Debt Clause in Contracts

Limitation on Debt. (a) The Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, Incur any Debt unless the Consolidated EBITDA Coverage Ratio at the date of such Incurrence exceeds 2.0 to 1.0. (b) The preceding sentence shall not prohibit the Incurrence of any of the following Debt (collectively, "Permitted Debt"): (1) Debt Incurred by the Company and any Restricted Subsidiary pursuant to the Credit Agreement or any other revolving credit facility which, when taken together with all letters of credit and the principal amount of all other outstanding Debt Incurred under this clause (1), does not exceed the greater of $100 million and the sum of: (A) 65% of the gross book value of the inventory of the Company and its Restricted Subsidiaries; and (B) 85% of the gross book value of the accounts receivable of the Company and its Restricted Subsidiaries; (2) Debt of the Company owed to and held by a Wholly Owned Subsidiary; provided, however, that any subsequent issuance or transfer of any Capital Stock that results in such Wholly Owned Subsidiary ceasing to be a Wholly Owned Subsidiary or any transfer of such Debt (other than to a Wholly Owned Subsidiary) shall be deemed, in each case, to constitute the issuance of such Debt by the Company; (3) Debt of a Restricted Subsidiary incurred and outstanding on or prior to the date on which such Restricted Subsidiary: (A) became a Restricted Subsidiary; or (B) was acquired by the Company (other than Debt issued in connection with, or to provide all or any portion of the funds or credit support utilized to consummate, the transaction or series of related transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary or was acquired by the Company); (4) the incurrence by the Company and the Subsidiary Guarantors of Debt represented by the Notes and the related Subsidiary Guarantees to be issued on the date of the this Indenture and the Exchange Notes and the related Subsidiary Guarantees to be issued pursuant to the Registration Rights Agreement; (5) Debt outstanding on the Issue Date (other than Debt described in clause (1), (2), (3) or (4); (6) Refinancing Debt in respect of Debt Incurred pursuant to paragraph (a), or pursuant to clause (4) or (5) or this clause (6); (7) Hedging Obligations; provided, however, that with respect to Interest Rate Agreements and Currency Agreements (if such Currency Agreements relate to Debt), only to the extent directly related to Debt permitted to be incurred by the Company pursuant to this Indenture; and (8) Debt in an aggregate principal amount which, together with all other Debt of the Company and the Restricted Subsidiaries then outstanding (other than Debt permitted by clauses (1) through (7) of this paragraph) does not exceed $5.0 million. For purposes of determining compliance with this Section 4.09, in the event that an item of proposed Debt meets the criteria of more than one of the categories of Permitted Debt described in clauses (1) through (8) above, or is entitled to be Incurred, in whole or in part, pursuant to the first paragraph of this Section 4.09, the Company shall be permitted to classify such item of Debt on the date of its incurrence in any manner that complies with this Section 4.09. (c) Notwithstanding paragraphs (a) and (b), the Company and its Restricted Subsidiaries shall not Incur any Debt if the proceeds thereof are used, directly or indirectly, to repay, prepay, redeem, defease, retire, refund or refinance any Subordinated Obligations unless such Debt will be subordinated to the Notes.

Limitation on Debt. (a) The Company shall notnot Incur any Debt, and shall not permit any Restricted Subsidiary to, directly or indirectly, of the Company to Incur any Debt unless unless, immediately after giving effect to the Incurrence of such Debt and the receipt and application of the proceeds thereof, (i) the Consolidated EBITDA Coverage to Interest Ratio at of the date Company for the last four full fiscal quarters for which quarterly or annual financial statements are available would be greater than 1.3 to 1 and (ii) the Consolidated Adjusted Net Worth of such Incurrence exceeds 2.0 to 1.0.the Company would be greater than the Minimum Adjusted Net Worth of the Company. Notwithstanding the foregoing limitation, the Company or any Subsidiary of the Company may Incur the following Debt: (b) The preceding sentence shall not prohibit the Incurrence of any of the following Debt (collectively, "Permitted Debt"): (1i) Debt Incurred by the Company and any Restricted Subsidiary pursuant to under its Guarantee of the FCRPC Credit Agreement or by any other revolving credit facility Subsidiary of the Company under the FCRPC Credit Agreement in an aggregate principal amount at any one time not to exceed $225 million, and any renewal, extension, refinancing or refunding thereof (including, without limitation, the replacement of the banks under the FCRPC Credit Agreement with a new group of banks) in an amount which, when taken together with all letters of credit and any amount remaining outstanding or available under the principal amount of all other outstanding Debt Incurred under this clause (1)FCRPC Credit Agreement, does not exceed $225 million; provided that such refinancing or refunding Debt does not have a Weighted Average Life that is less than the greater Weighted Average Life of $100 million and the sum of:Debt being refinanced or refunded; (Aii) 65% Performance guarantees and performance bonds, surety bonds and appeal bonds in each case incurred in the ordinary course of business and consistent with past practices; (iii) Debt evidenced by the Securities; (iv) Debt (other than Debt described in another clause of this paragraph) outstanding on the date of original issuance of the gross book value Securities after giving effect to the application of the inventory proceeds of the Securities; (v) Debt owed by the Company to any Wholly Owned Subsidiary of the Company and its Restricted Subsidiaries; and (B) 85% of the gross book for which fair value of the accounts receivable has been received or Debt owed by a Subsidiary of the Company and its Restricted Subsidiaries; (2) Debt of to the Company owed to and held by or a Wholly Owned SubsidiarySubsidiary of the Company; provided, however, that (a) any subsequent issuance such Debt owing by the Company to a Wholly Owned Subsidiary shall be Subordinated Debt evidenced by an intercompany promissory note and (b) upon either (1) the transfer or transfer of any Capital Stock that results in other disposition by such Wholly Owned Subsidiary ceasing or the Company of any Debt so permitted to be a Person other than the Company or another Wholly Owned Subsidiary of the Company or (2) the issuance (other than directors' qualifying shares), sale, lease, transfer or other disposition of shares of Capital Stock (including by consolidation or merger) of such Wholly Owned Subsidiary to a Person other than the Company or another such Wholly Owned Subsidiary, the provisions of this clause (v) shall no longer be applicable to such Debt and such Debt shall be deemed to have been Incurred at the time of such transfer or other disposition; (vi) Debt Incurred by a Person prior to the time (A) such Person became a Subsidiary of the Company, (B) such Person merged into or consolidated with a Subsidiary of the Company or (C) another Subsidiary of the Company merged into or consolidated with such Person (in a transaction in which such Person became a Subsidiary of the Company) which Debt was not Incurred in anticipation of such transaction and was outstanding prior to such transaction, provided that after giving pro forma effect to such transaction and -88- 92 treating any Debt as having been Incurred at the time of such transaction, the Company could Incur at least $1.00 of additional Debt pursuant to the preceding paragraph; (vii) Development Debt Incurred by the Company or any transfer Subsidiary of the Company; provided that the Incurrence of all such Development Debt would have been permitted under the limitations set forth in the first paragraph of this covenant on the date that the first $1.00 of such Debt was Incurred (other than to a Wholly Owned Subsidiarythe "Development Start Date") shall determined as if all such Development Debt had been incurred on the Development Start Date; provided, further that, if all such Development Debt could be deemedIncurred by the Company or any Subsidiary of the Company on the Development Start Date in accordance with the immediately preceding proviso, then individual borrowings or draw downs in each case, to constitute the issuance an aggregate amount of such Development Debt by shall not be subject to the Companyrequirements of the first paragraph of this covenant; (3viii) Debt of a Restricted Subsidiary incurred and outstanding on or prior to the date on which such Restricted Subsidiary: (A) became a Restricted Subsidiary; or (B) was acquired Incurred by the Company (other than Debt issued in connection with, or to provide all or any portion of the funds its Subsidiaries consisting of Permitted Interest Rate, Currency or credit support utilized to consummate, the transaction or series of related transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary or was acquired by the Company)Commodity Price Agreements; (4) the incurrence by the Company and the Subsidiary Guarantors of Debt represented by the Notes and the related Subsidiary Guarantees to be issued on the date of the this Indenture and the Exchange Notes and the related Subsidiary Guarantees to be issued pursuant to the Registration Rights Agreement; (5ix) Debt which is exchanged for or the proceeds of which are used to refinance or refund, or any extension or renewal of, outstanding on the Issue Date (other than Debt described in clause (1), (2), (3) or (4); (6) Refinancing Debt in respect of Debt Incurred pursuant to the preceding paragraph or clauses (aiii), or pursuant to clause (4iv), (vi) or (5vii) of this paragraph (each of the foregoing, a "refinancing") in an aggregate principal amount not to exceed the principal amount of the Debt so refinanced plus the amount of any premium required to be paid in connection with such refinancing pursuant to the terms of the Debt so refinanced or this clause (6); (7) Hedging Obligationsthe amount of any premium reasonably determined by the Company or the relevant Subsidiary as necessary to accomplish such refinancing by means of a tender offer or privately negotiated repurchase, plus the expenses of the Company or the Subsidiary, as the case may be, incurred in connection with such refinancing; provided, however, that with respect to Interest Rate Agreements and Currency Agreements (if such Currency Agreements relate to Debt), only A) in the case of any refinancing of Debt which is subordinated in right of payment to the extent directly related to Securities, the refinancing Debt permitted to be incurred is Incurred by the Company and constitutes Subordinated Debt; (B) the refinancing Debt by its terms, or by the terms of any agreement or instrument pursuant to which such Debt is issued, (1) does not have a Weighted Average Life less than the Weighted Average Life of the Debt being refinanced and does not have a maturity earlier than the final stated maturity of the Debt being refinanced and (2) does not permit redemption or other retirement (including pursuant to an offer to purchase) of such Debt at the option of the holder thereof prior to the final stated maturity of the Debt being refinanced, other than a redemption or other retirement at the option of the holder of such Debt (including pursuant to an offer to purchase) which is conditioned upon provisions substantially similar to those described under Section 1018 and Section 1019; and (C) in the case of any refinancing of Debt Incurred by the Company, the refinancing Debt may be Incurred only by the Company, and in the case of any refinancing of Debt Incurred by a Subsidiary, the refinancing Debt may be Incurred only by such Subsidiary; provided, further, that Debt Incurred pursuant to this Indentureclause (ix) may not be Incurred more than 45 days prior to the application of the proceeds to repay the Debt to be refinanced; and (8) x) Debt in Incurred by the Company or any Subsidiary of the Company not otherwise permitted to be Incurred pursuant to clauses (i) through (ix) above, which, together with any other outstanding Debt Incurred pursuant to this clause (x), has an aggregate principal amount which, together with all other Debt not in excess of the Company and the Restricted Subsidiaries then outstanding (other than Debt permitted by clauses (1) through (7) of this paragraph) does not exceed $5.0 million. For purposes of determining compliance with this Section 4.09, in the event that an item of proposed Debt meets the criteria of more than one of the categories of Permitted Debt described in clauses (1) through (8) above, or is entitled to be Incurred, in whole or in part, pursuant to the first paragraph of this Section 4.09, the Company shall be permitted to classify such item of Debt on the date of its incurrence in 50 million at any manner that complies with this Section 4.09time outstanding. (c) Notwithstanding paragraphs (a) and (b), the Company and its Restricted Subsidiaries shall not Incur any Debt if the proceeds thereof are used, directly or indirectly, to repay, prepay, redeem, defease, retire, refund or refinance any Subordinated Obligations unless such Debt will be subordinated to the Notes.

Limitation on Debt. (a) The Company shall not, will not Incur and shall will not permit any Restricted Subsidiary to, directly or indirectly, of the Company to Incur any Debt unless the Consolidated EBITDA Coverage Ratio at the date of such Incurrence exceeds 2.0 unless, immediately after giving effect to 1.0. (b) The preceding sentence shall not prohibit the Incurrence of any such Debt and the receipt and application of the proceeds thereof, the Consolidated Cash Flow Ratio for the four full fiscal quarters for which quarterly or annual financial statements are available immediately preceding the Incurrence of such Debt, calculated on a pro forma basis as if such Debt had been Incurred, and proceeds thereof had been applied, at the beginning of such four full fiscal quarters, would be greater than 2.0 to 1 (the "Debt Incurrence Provision"). Notwithstanding the foregoing, the Company and its Subsidiaries will be permitted to incur the following Debt (collectively, "Permitted Debt"with each exception to be given independent effect): (1i) Debt Incurred under the Initial Notes and Exchange Notes, in aggregate principal amount not to exceed U.S.$350 million; (ii) Debt not covered by any other Clause of this covenant outstanding on the date of this Indenture; (iii) Debt owed by the Company to any Wholly-Owned Subsidiary of the Company (provided that such Debt is at all times held by a Person which is a Wholly-Owned Subsidiary of the Company); provided, however, that, for purposes of this Section 1011, upon either (x) the transfer or other disposition by a Wholly-Owned Subsidiary of the Company of any Debt so permitted to a Person other than the Company or another Wholly-Owned Subsidiary of the Company or (y) the issuance (other than Qualified Capital Stock), sale, lease, transfer or other disposition of shares of Capital Stock (including by amalgamation, consolidation or merger) of such Wholly-Owned Subsidiary to a Person other than the Company or another Wholly-Owned. Subsidiary of the Company, the provisions of this Clause (iii) shall no longer be applicable to such Debt and any Restricted Subsidiary pursuant such Debt shall be deemed to have been Incurred at the Credit Agreement time of such transfer or any other revolving credit facility which, when taken together with all letters of credit and the disposition; (iv) Debt under one or more Working Capital Facilities or similar arrangements in an aggregate principal amount of all other at any one time outstanding Debt Incurred under this clause (1), does not to exceed the greater of $100 million and the sum of: (A) 65% of the gross book value of the inventory Borrowing Base of the Company and its Restricted Subsidiaries; and (B) 85% of the gross book value of the accounts receivable of the Company and Subsidiaries plus U.S.$100 million or its Restricted Subsidiaries; (2) Debt of the Company owed to and held by a Wholly Owned Subsidiaryequivalent in Canadian dollars; provided, however, that such U.S.$100 million shall not be secured by a Lien on any subsequent issuance asset of the Company or transfer its subsidiaries other than Inventory or Receivables of the Company and its Subsidiaries; (v) Debt Incurred to renew, extend, refinance or refund any Debt permitted to be incurred pursuant to the Debt Incurrence Provision or in Clause (i), (ii) or (iii) above or (viii) below; provided, however, that the principal amount of such Debt does not exceed the principal amount (or accreted value in the case of Debt issued at an original issue discount) of Debt so renewed, extended, refinanced or refunded plus the amount of any Capital Stock that results in such Wholly Owned Subsidiary ceasing premium required to be paid in connection with such refinancing pursuant to the terms of the Debt refinanced or the amount of any premium reasonably determined by the Company as necessary to accomplish such refinancing by means of a Wholly Owned Subsidiary tender offer or privately negotiated repurchase, plus the expenses of the Company in connection with such refinancing; and provided, further, that (A) in the case of any transfer refinancing or refunding of Debt which is pari passu with the Notes or the Guarantee, as the case may be, the refinancing or refunding Debt is made pari passu with the Notes or the Guarantee, as the case may be, and, in the case of any refinancing or refunding Debt which is subordinated in right of payment to the Notes, the refinancing or refunding Debt is made subordinated to the Notes, at least to the same extent as the Debt being refinanced or refunded and (B) in any case, the refinancing or refunding Debt by its terms, or by the terms of any agreement or instrument pursuant to which such Debt is issued, (x) does not provide for payments of principal of such Debt at the stated maturity thereof or by way of a sinking fund applicable thereto or by way of any mandatory redemption, defeasance, retirement or repurchase thereof by the Company (including any redemption, retirement or repurchase which is contingent upon events or circumstances, but excluding any retirement required by virtue of acceleration of such Debt upon an event of default thereunder), in each case prior to the earlier of the final stated maturity of the Debt being refinanced or refunded and the final stated maturity of the Notes and (y) does not permit redemption or other retirement (including pursuant to an Offer to Purchase made by the Company) of such Debt at the option of the holder thereof prior to the earlier of the final stated maturity of the Debt being refinanced or refunded and the final stated maturity of the Notes, in the case of (x) and (y) other than a redemption or other retirement at the option of the holder of such Debt (including pursuant to an offer to purchase made by the Company) which is conditioned upon the change of control of the Company pursuant to provisions substantially similar to those described in Section 1010; and provided further that any Debt Incurred to renew, extend, refinance or refund any Debt incurred by Spruce Falls Inc. (other than to a Wholly Owned SubsidiaryDebt under Working Capital Facilities) shall be deemed, in each case, to constitute the issuance of such Debt Incurred by the Company; (3vi) Excluded Debt of any Excluded Subsidiary; (vii) Debt of a Restricted Wholly-Owned Subsidiary incurred issued to and outstanding on or prior to the date on which such Restricted Subsidiary: (A) became a Restricted Subsidiary; or (B) was acquired held by the Company (other than Debt issued in connection with, or to provide all or any portion a Wholly-Owned Subsidiary of the funds Company (provided that such Debt is at all times held by the Company or credit support utilized to consummate, the transaction or series a Wholly-Owned Subsidiary of related transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary or was acquired by the Company); (4viii) Debt of Subsidiaries related to government assistance programs which at the incurrence by the Company and the Subsidiary Guarantors time of Incurrence, together with any other outstanding Debt represented by the Notes and the related Subsidiary Guarantees incurred pursuant to be issued on the date this clause (viii), has an aggregate principal amount then outstanding not to exceed 3% of Consolidated Net Tangible Assets of the this Indenture and the Exchange Notes and the related Subsidiary Guarantees to be issued pursuant to the Registration Rights AgreementCompany; (5ix) Debt outstanding on the Issue Date (other than Debt described in clause (1), (2), (3) or (4); (6) Refinancing Debt in respect of surety or performance bonds or similar security for performance for statutory obligations incurred in the ordinary course of business; and (x) Debt not otherwise permitted to be Incurred pursuant to Clauses (i) through (ix) above, which, together with any other outstanding Debt Incurred pursuant to paragraph this Clause (a), or pursuant to clause (4x) or (5) or this clause (6); (7) Hedging Obligations; provided, however, that with respect to Interest Rate Agreements and Currency Agreements (if such Currency Agreements relate to Debt), only to the extent directly related to Debt permitted to be incurred by the Company pursuant to this Indenture; and (8) Debt in has an aggregate principal amount which, together with all other Debt not in excess of the Company and the Restricted Subsidiaries then outstanding (other than Debt permitted by clauses (1) through (7) of this paragraph) does not exceed $5.0 million. For purposes of determining compliance with this Section 4.09, in the event that an item of proposed Debt meets the criteria of more than one of the categories of Permitted Debt described in clauses (1) through (8) above, or is entitled to be Incurred, in whole or in part, pursuant to the first paragraph of this Section 4.09, the Company shall be permitted to classify such item of Debt on the date of its incurrence in U.S.$100 million at any manner that complies with this Section 4.09time outstanding. (c) Notwithstanding paragraphs (a) and (b), the Company and its Restricted Subsidiaries shall not Incur any Debt if the proceeds thereof are used, directly or indirectly, to repay, prepay, redeem, defease, retire, refund or refinance any Subordinated Obligations unless such Debt will be subordinated to the Notes.

Limitation on Debt. (a) The Company shall notnot Incur any Debt, and shall not permit any Restricted Subsidiary to, directly or indirectly, of the Company to Incur any Debt unless unless, immediately after giving effect to the Incurrence of such Debt and the receipt and application of the proceeds thereof, (i) the Consolidated EBITDA Coverage to Interest Ratio at of the date Company for the last four full fiscal quarters for which quarterly or annual financial statements are available would be greater than 1.3 to 1 and (ii) the Consolidated Adjusted Net Worth of such Incurrence exceeds 2.0 to 1.0.the Company would be greater than the Minimum Adjusted Net Worth of the Company. Notwithstanding the foregoing limitation, the Company or any Subsidiary of the Company may Incur the following Debt: (b) The preceding sentence shall not prohibit the Incurrence of any of the following Debt (collectively, "Permitted Debt"): (1i) Debt Incurred by the Company and any Restricted Subsidiary pursuant to under its Guarantee of the FCRPC Credit Agreement or by any other revolving credit facility Subsidiary of the Company under the FCRPC Credit Agreement in an aggregate principal amount at any one time not to exceed $225 million, and any renewal, extension, refinancing or refunding thereof (including, without limitation, the replacement of the banks under the FCRPC Credit Agreement with a new group of banks) in an amount which, when taken together with all letters of credit and any amount remaining outstanding or available under the principal amount of all other outstanding Debt Incurred under this clause (1)FCRPC Credit Agreement, does not exceed $225 million; provided that such refinancing or refunding Debt does not have a Weighted Average Life that is less than the greater Weighted Average Life of $100 million and the sum of:Debt being refinanced or refunded; (Aii) 65% Performance guarantees and performance bonds, surety bonds and appeal bonds in each case incurred in the ordinary course of business and consistent with past practices; (iii) Debt evidenced by the Securities; (iv) Debt (other than Debt described in another clause of this paragraph) outstanding on the date of original issuance of the gross book value Securities after giving effect to the application of the inventory proceeds of the Securities; (v) Debt owed by the Company to any Wholly Owned Subsidiary of the Company and its Restricted Subsidiaries; and (B) 85% of the gross book for which fair value of the accounts receivable has been received or Debt owed by a Subsidiary of the Company and its Restricted Subsidiaries; (2) Debt of to the Company owed to and held by or a Wholly Owned SubsidiarySubsidiary of the Company; provided, however, that (a) any subsequent issuance such Debt owing by the Company to a Wholly Owned Subsidiary shall be Subordinated Debt evidenced by an intercompany promissory note and (b) upon either (1) the transfer or transfer of any Capital Stock that results in other disposition by such Wholly Owned Subsidiary ceasing or the Company of any Debt so permitted to be a Person other than the Company or another Wholly Owned Subsidiary of the Company or (2) the issuance (other than directors' qualifying shares), sale, lease, transfer or other disposition of shares of Capital Stock (including by consolidation or merger) of such Wholly Owned Subsidiary to a Person other than the Company or another such Wholly Owned Subsidiary, the provisions of this clause (v) shall no longer be applicable to such Debt and such Debt shall be deemed to have been Incurred at the time of such transfer or other disposition; (vi) Debt Incurred by a Person prior to the time (A) such Person became a Subsidiary of the Company, (B) such Person merged into or consolidated with a Subsidiary of the Company or (C) another Subsidiary of the Company merged into or consolidated with such Person (in a transaction in which such Person became a Subsidiary of the Company) which Debt was not Incurred in anticipation of such transaction and was outstanding prior to such transaction, provided that after giving pro forma effect to such transaction and treating any Debt as having been Incurred at the time of such transaction, the Company could Incur at least $1.00 of additional Debt pursuant to the preceding paragraph; (vii) Development Debt Incurred by the Company or any transfer Subsidiary of the Company; provided that the Incurrence of all such Development Debt would have been permitted under the limitations set forth in the first paragraph of this covenant on the date that the first $1.00 of such Debt was Incurred (other than to a Wholly Owned Subsidiarythe "Development Start Date") shall determined as if all such Development Debt had been incurred on the Development Start Date; provided, further that, if all such Development Debt could be deemedIncurred by the Company or any Subsidiary of the Company on the Development Start Date in accordance with the immediately preceding proviso, then individual borrowings or draw downs in each case, to constitute the issuance an aggregate amount of such Development Debt by shall not be subject to the Companyrequirements of the first paragraph of this covenant; (3viii) Debt of a Restricted Subsidiary incurred and outstanding on or prior to the date on which such Restricted Subsidiary: (A) became a Restricted Subsidiary; or (B) was acquired Incurred by the Company (other than Debt issued in connection with, or to provide all or any portion of the funds its Subsidiaries consisting of Permitted Interest Rate, Currency or credit support utilized to consummate, the transaction or series of related transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary or was acquired by the Company)Commodity Price Agreements; (4) the incurrence by the Company and the Subsidiary Guarantors of Debt represented by the Notes and the related Subsidiary Guarantees to be issued on the date of the this Indenture and the Exchange Notes and the related Subsidiary Guarantees to be issued pursuant to the Registration Rights Agreement; (5ix) Debt which is exchanged for or the proceeds of which are used to refinance or refund, or any extension or renewal of, outstanding on the Issue Date (other than Debt described in clause (1), (2), (3) or (4); (6) Refinancing Debt in respect of Debt Incurred pursuant to the preceding paragraph or clauses (aiii), or pursuant to clause (4iv), (vi) or (5vii) of this paragraph (each of the foregoing, a "refinancing") in an aggregate principal amount not to exceed the principal amount of the Debt so refinanced plus the amount of any premium required to be paid in connection with such refinancing pursuant to the terms of the Debt so refinanced or this clause (6); (7) Hedging Obligationsthe amount of any premium reasonably determined by the Company or the relevant Subsidiary as necessary to accomplish such refinancing by means of a tender offer or privately negotiated repurchase, plus the expenses of the Company or the Subsidiary, as the case may be, incurred in connection with such refinancing; provided, however, that with respect to Interest Rate Agreements and Currency Agreements (if such Currency Agreements relate to Debt), only A) in the case of any refinancing of Debt which is subordinated in right of payment to the extent directly related to Securities, the refinancing Debt permitted to be incurred is Incurred by the Company and constitutes Subordinated Debt; (B) the refinancing Debt by its terms, or by the terms of any agreement or instrument pursuant to which such Debt is issued, (1) does not have a Weighted Average Life less than the Weighted Average Life of the Debt being refinanced and does not have a maturity earlier than the final stated maturity of the Debt being refinanced and (2) does not permit redemption or other retirement (including pursuant to an offer to purchase) of such Debt at the option of the holder thereof prior to the final stated maturity of the Debt being refinanced, other than a redemption or other retirement at the option of the holder of such Debt (including pursuant to an offer to purchase) which is conditioned upon provisions substantially similar to those described under Section 1018 and Section 1019; and (C) in the case of any refinancing of Debt Incurred by the Company, the refinancing Debt may be Incurred only by the Company, and in the case of any refinancing of Debt Incurred by a Subsidiary, the refinancing Debt may be Incurred only by such Subsidiary; provided, further, that Debt Incurred pursuant to this Indentureclause (ix) may not be Incurred more than 45 days prior to the application of the proceeds to repay the Debt to be refinanced; and (8) x) Debt in Incurred by the Company or any Subsidiary of the Company not otherwise permitted to be Incurred pursuant to clauses (i) through (ix) above, which, together with any other outstanding Debt Incurred pursuant to this clause (x), has an aggregate principal amount which, together with all other Debt not in excess of the Company and the Restricted Subsidiaries then outstanding (other than Debt permitted by clauses (1) through (7) of this paragraph) does not exceed $5.0 million. For purposes of determining compliance with this Section 4.09, in the event that an item of proposed Debt meets the criteria of more than one of the categories of Permitted Debt described in clauses (1) through (8) above, or is entitled to be Incurred, in whole or in part, pursuant to the first paragraph of this Section 4.09, the Company shall be permitted to classify such item of Debt on the date of its incurrence in 50 million at any manner that complies with this Section 4.09time outstanding. (c) Notwithstanding paragraphs (a) and (b), the Company and its Restricted Subsidiaries shall not Incur any Debt if the proceeds thereof are used, directly or indirectly, to repay, prepay, redeem, defease, retire, refund or refinance any Subordinated Obligations unless such Debt will be subordinated to the Notes.

Limitation on Debt. (a) The Company shall Company: (i) will not, and shall will not permit any Restricted Subsidiary of its Subsidiaries to, directly or indirectly, Incur any Debt; and (ii) will not, and will not permit any of its Subsidiaries to, Incur any Disqualified Stock, and will not permit any of its Subsidiaries to Incur any Preferred Stock (other than Disqualified Stock or Preferred Stock of Subsidiaries held by the Company or a Subsidiary, so long as it is so held); provided that the Company or any Subsidiary may Incur Debt unless the Consolidated EBITDA Coverage Ratio at or Disqualified Stock and any Subsidiary may Incur Preferred Stock if, (i) on the date of such the Incurrence, after giving effect to the Incurrence exceeds 2.0 and the receipt and application of the proceeds therefrom, the Interest Coverage Ratio is not less than 2.25 to 1.01.00, and the Leverage Ratio is not greater than 3.00 to 1.00 and (ii) no Default or Event of Default shall have occurred and be continuing. (b) The preceding sentence shall not prohibit Notwithstanding the Incurrence of foregoing, the Company and, to the extent provided below, any of Subsidiary, as applicable, may Incur the following Debt (collectively, "“Permitted Debt"”): (1) Debt Incurred by the Company and any Restricted Subsidiary pursuant to the Credit Agreement or any other revolving credit facility which, when taken together with all letters of credit and the principal amount of all other outstanding Debt Incurred under this clause (1), does not exceed the greater of $100 million and the sum of: (A) 65% of the gross book value of the inventory of the Company and its Restricted Subsidiaries; and (B) 85% of the gross book value of the accounts receivable of the Company and its Restricted Subsidiaries; (2i) Debt of the Company or any Subsidiary to the Company or any Subsidiary so long as such Debt continues to be owed to and held by the Company or a Wholly Owned Subsidiary; provided, however, that that; (A) any subsequent issuance or transfer of any Capital Stock or any other event that results in any such Wholly Owned Subsidiary to which Debt is owed by the Company or another Subsidiary ceasing to be a Wholly Owned Subsidiary or any subsequent transfer of any such Debt owed by the Company or a Subsidiary (other than except to the Company or a Wholly Owned Subsidiary) shall be deemed, in each case, to constitute the issuance Incurrence of such Debt by the CompanyCompany thereof; (3ii) Debt of a Restricted Subsidiary incurred and outstanding on or prior the Company pursuant to the date on which such Restricted SubsidiaryNotes (other than Additional Notes); (iii) Refinancing Debt in respect of: (A) became a Restricted Subsidiary; or (B) was acquired by the Company Debt (other than Debt issued in connection with, or owed to provide all the Company or any portion Subsidiary of the funds or credit support utilized to consummate, the transaction or series of related transactions Company) Incurred pursuant to which such Restricted Subsidiary became a Restricted Subsidiary or was acquired by the Company); paragraph (4a) the incurrence by the Company and the Subsidiary Guarantors of Debt represented by the Notes and the related Subsidiary Guarantees to be issued on the date of the this Indenture and the Exchange Notes and the related Subsidiary Guarantees to be issued pursuant to the Registration Rights Agreement; above (5) it being understood that no Debt outstanding on the Issue Date is Incurred pursuant to such paragraph (a) above), or (B) Debt Incurred pursuant to this paragraph (b). (iv) Hedging Agreements of the Company or any Subsidiary entered into in the ordinary course of business for bona fide hedging purposes and not for speculation; (v) Debt consisting of letters of credit, banker’s acceptances, performance bonds, appeal bonds, surety bonds, bid bonds, customs bonds and other similar bonds and reimbursement obligations Incurred by the Company or any Subsidiary in the ordinary course of business securing the performance of contractual, franchise or license obligations in connection with or to secure statutory, regulatory or similar obligations, or as required by applicable governmental requirements in connection with the operations of the Company or any Subsidiary (in each case, other than Debt described in clause (1), (2), (3) or (4for an obligation for borrowed money); (6vi) Refinancing Acquired Debt, provided that, after giving effect to the Incurrence thereof, the Company could Incur at least U.S.$1.00 of Debt under Section 4.06(a); (vii) Debt of the Company or any Subsidiary outstanding on the Issue Date or Debt existing as of the date of the Merger or assumed as a result of the Merger other than Debt otherwise specified under any clause of this definition of Permitted Debt; (viii) Debt of the Company or any Subsidiary, which may include Capital Leases, Incurred on or after the Issue Date and no later than 180 days after the date of purchase or completion of construction or improvement of property for the purpose of financing all or any part of the purchase price or costs of construction or improvement , provided that, the principal amount of any Debt incurred pursuant to this paragraph may not exceed at any time outstanding U.S.$125 million (or the equivalent in other currencies); (ix) Other Short Term Debt of the Company or any Subsidiary, so long as before and after the Incurrence thereof the Company and its Subsidiaries remain in compliance with the last paragraph of Section 4.06(a); (x) Debt arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds or Debt in respect of Debt Incurred pursuant to paragraph (a)netting services, or pursuant to clause (4) or (5) or this clause (6)automatic clearinghouse arrangements, overdraft protections and similar arrangements in connection with deposit accounts, in each case in the ordinary course of business; (7xi) Hedging Obligations; provided, however, that with respect to Interest Rate Agreements and Currency Agreements Deeply Subordinated Debt of the Company; (if such Currency Agreements relate to Debt), only to the extent directly related to xii) Debt permitted to be incurred by of the Company pursuant to this Indentureor any Subsidiary Incurred in respect of a Permitted Sale and Leaseback Transaction; and (8) xiii) Debt of the Company or any Subsidiary Incurred on or after the Issue Date not otherwise permitted in an aggregate principal amount whichat any time outstanding not to exceed the greater of (i) U.S.$250 million (or the equivalent in other currencies) and (ii) 20% of Consolidated Net Tangible Assets. (c) Notwithstanding any other provision of this Section, together for purposes of determining compliance with all other this Section, increases in Debt solely due to fluctuations in the exchange rates of currencies will not be deemed to exceed the maximum amount that the Company and the Restricted Subsidiaries then outstanding (other than Debt permitted by clauses (1) through (7) of or a Subsidiary may Incur under this paragraph) does not exceed $5.0 millionSection. For purposes of determining compliance with this Section 4.09any U.S. Dollar-denominated restriction on the Incurrence of Debt, the U.S. Dollar-equivalent principal amount of Debt denominated in a foreign currency shall be calculated based on the relevant currency exchange rate in effect on the date such Debt was Incurred or, in the case of revolving credit Debt, first committed; provided that if such Debt is Incurred to refinance other Debt denominated in a foreign currency, and such Refinancing would cause the applicable U.S. Dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such Refinancing, such U.S. Dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such Refinancing Debt does not exceed the principal amount of such Debt being refinanced. The principal amount of any Debt Incurred to refinance other Debt, if Incurred in a different currency from the Debt being refinanced, shall be calculated based on the currency exchange rate applicable to the currencies in which such respective Debt is denominated that is in effect on the date of such Refinancing. (d) In the event that an item of proposed Debt meets the criteria of more than one of the categories types of Permitted Debt described in clauses (1) through (8) abovethis Section, or is entitled to be Incurredthe Company, in whole or in partits sole discretion, pursuant to the first paragraph of this Section 4.09, the Company shall be permitted to will classify such item of Debt on and will only be required to include the date amount and type of its incurrence such Debt in one of such clauses and the Company will be entitled to divide and classify an item of Debt in more than one of the types of Debt described in this Section, and may change the classification of an item of Debt (or any manner that complies with portion thereof) to any other type of Debt described in this Section 4.09at any time. (ce) Notwithstanding paragraphs For purposes of determining compliance with, and the outstanding principal amount of, any particular Debt Incurred pursuant to and in compliance with this Section: (i) the outstanding principal amount of any item of Debt will be counted only once; (ii) the amount of Debt issued at a price that is less than the principal amount thereof will be equal to the amount of the liability in respect thereof determined in accordance with IFRS; and (iii) Guarantees of, or obligations in respect of letters of credit or similar instruments relating to, Debt that is otherwise included in the determination of a particular amount of Debt will not be included. (f) The Company shall not Incur any Debt that is subordinate in right of payment to other Debt of the Company unless such Debt is also subordinate in right of payment to the Notes on substantially identical terms. This shall not apply to distinctions between categories of Debt that exist by reason of any Liens or Guarantees. (g) The accrual of interest, the accretion or amortization of original issue discount, the payment of regularly scheduled interest in the form of additional Debt of the same instrument or the payment of regularly scheduled dividends on Disqualified Stock in the form of additional Disqualified Stock with the same terms shall not be deemed to be an Incurrence of Debt for purposes of clauses (a) and (b) of this Section; provided that any such outstanding additional Debt or Disqualified Stock paid in respect of Debt Incurred pursuant to any provision of clause (b) shall be counted as Debt outstanding for purposes of any future Incurrence of Debt pursuant to clause (a), the Company and its Restricted Subsidiaries shall not Incur any Debt if the proceeds thereof are used, directly or indirectly, to repay, prepay, redeem, defease, retire, refund or refinance any Subordinated Obligations unless such Debt will be subordinated to the Notes.

Limitation on Debt. (a) The Company Stage shall notnot Incur, and shall not permit any Restricted Subsidiary toto Incur, directly or indirectly, Incur any Debt unless the Consolidated EBITDA Coverage Ratio at the date of such Incurrence exceeds 2.0 2.25 to 1.0. (b) The preceding sentence shall not prohibit Notwithstanding the Incurrence of any of foregoing paragraph (a), Stage and its Restricted Subsidiaries may Incur the following Debt (collectively, "Permitted Debt"): : (1) the Notes and the Senior Subordinated Notes; (2) Debt Incurred by the Company Stage and any its Restricted Subsidiary Subsidiaries pursuant to the Working Capital Facility Provisions of the New Credit Agreement or any other revolving credit working capital facility which, when taken together with the outstanding principal amount of all unreimbursed letters of credit and the outstanding principal amount of all other outstanding Debt Incurred under pursuant to this clause (12), does not exceed at any time in an aggregate principal amount the greater of $100 million and the sum of: (A) 65$125 million and (B) the sum of (i) 50% of the gross book value of the inventory of the Company Stage and its Restricted Subsidiaries; and Subsidiaries and (Bii) 85% of the gross book value of Receivables (or interests in a Master Trust comprised of Receivables including, without limitation, "Transferor Certificates" under the accounts receivable Accounts Receivable Facility) of the Company and Stage, its Restricted Subsidiaries; (2) Debt of the Company owed to Subsidiaries and held by a Wholly Owned any Accounts Receivable Subsidiary; provided, however, that any subsequent issuance or transfer of any Capital Stock that results in such Wholly Owned Subsidiary ceasing to be a Wholly Owned Subsidiary or any transfer of such Debt (other than to a Wholly Owned Subsidiary) shall be deemed, in each case, to constitute the issuance of such Debt by the Company; (3) Debt of a Restricted Subsidiary incurred and outstanding on or prior to the date on which such Restricted Subsidiary: (A) became a Restricted Subsidiary; or (B) was acquired by the Company (other than Debt issued in connection with, or to provide all or any portion of the funds or credit support utilized to consummate, the transaction or series of related transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary or was acquired by the Company); (4) the incurrence by the Company and the Subsidiary Guarantors of Debt represented by the Notes and the related Subsidiary Guarantees to be issued on the date of the this Indenture and the Exchange Notes and the related Subsidiary Guarantees to be issued pursuant to the Registration Rights Agreement; (5) Debt outstanding on the Issue Date (other than Debt described in clause (1), (2), (3) or (4); (6) Refinancing Debt in respect of Debt Incurred pursuant to paragraph (a), or pursuant to clause (4) or (5) or this clause (6); (7) Hedging Obligations; provided, however, that with respect to Interest Rate Agreements and Currency Agreements (if such Currency Agreements relate to Debt), but only to the extent directly related to Debt permitted to be incurred that such Receivables (or Master Trust interests) are owned by the Company pursuant to this Indenture; and (8) Debt in an aggregate principal amount whichStage, together with all other Debt any of the Company and the Restricted Subsidiaries then outstanding (other than Debt permitted by clauses (1) through (7) of this paragraph) does not exceed $5.0 million. For purposes of determining compliance with this Section 4.09, in the event that an item of proposed Debt meets the criteria of more than one of the categories of Permitted Debt described in clauses (1) through (8) above, or is entitled to be Incurred, in whole or in part, pursuant to the first paragraph of this Section 4.09, the Company shall be permitted to classify such item of Debt on the date of its incurrence in any manner that complies with this Section 4.09. (c) Notwithstanding paragraphs (a) and (b), the Company and its Restricted Subsidiaries shall not Incur or any Debt if Accounts Receivable Subsidiary and may be transferred by Stage, any Restricted Subsidiary or any Accounts Receivable Subsidiary to a third party for fair value without the proceeds thereof are used, directly consent of existing investors in such Receivables or indirectly, to repay, prepay, redeem, defease, retire, refund or refinance any Subordinated Obligations unless such Debt will be subordinated to the Notes.Master Trust; (3)

Limitation on Debt. (a) The Company shall will not, and shall will not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, Incur any Debt; provided that the Company or any of its Restricted Subsidiaries may Incur Debt unless the Consolidated EBITDA Coverage Ratio at if, on the date of such the Incurrence, after giving pro forma effect to the Incurrence exceeds 2.0 and the receipt and the application of the proceeds therefrom, the Fixed Charge Coverage Ratio is not less than 2.25 to 1.0; and provided, further, that the amount of Debt Incurred pursuant to this paragraph by Restricted Subsidiaries that are not Guarantors shall not exceed in an aggregate principal amount at any one time outstanding the greater of (i) $50.0 million and (ii) 2.5% of Adjusted Consolidated Net Tangible Assets. (b) The preceding sentence shall not prohibit Notwithstanding the Incurrence of foregoing, the Company and, to the extent provided below, any of Restricted Subsidiary may Incur the following Debt (collectively, "“Permitted Debt"”): (1) Debt Incurred by the Company and any Restricted Subsidiary pursuant to the Credit Agreement or any other revolving credit facility which, when taken together with all letters of credit and the principal amount of all other outstanding Debt Incurred under this clause (1), does not exceed the greater of $100 million and the sum of: (A) 65% of the gross book value of the inventory of the Company and its or a Restricted Subsidiaries; and (B) 85% of the gross book value of the accounts receivable of Subsidiary so long as such Debt is owed to the Company or a Restricted Subsidiary and its which, if the obligor is the Company or a Guarantor, is subordinated in right of payment to the Notes or the Note Guarantees, as applicable; provided, however, that if such Debt is owed to a Restricted SubsidiariesSubsidiary that is not a Guarantor such Debt shall be unsecured and subordinated in right of payment to the Notes; (2) Debt of the Company owed pursuant to and held by a Wholly Owned Subsidiary; provided, however, that any subsequent issuance or transfer of any Capital Stock that results in such Wholly Owned Subsidiary ceasing to be a Wholly Owned Subsidiary or any transfer of such Debt the Notes (other than any Additional Notes) and Debt of the Guarantors pursuant to a Wholly Owned Subsidiary) shall be deemed, in each case, the Note Guarantees (other than with respect to constitute the issuance of such Debt by the Companyany Additional Notes); (3) Debt of the Company or a Restricted Subsidiary incurred (“Permitted Refinancing Debt”) constituting an extension or renewal of, replacement of, or substitution for, or issued in exchange for, or the net proceeds of which are used to repay, redeem, repurchase, refinance or refund, including by way of defeasance (all of the above, for purposes of this clause, “refinance”) then outstanding Debt in an amount not to exceed the principal amount of the Debt so refinanced, plus premiums (including tender premiums), discounts, fees and outstanding on other costs and expenses (including original issue discount, upfront fees or prior to the date on which such Restricted Subsidiarysimilar fees); provided that: (A) became in case the Debt to be refinanced is subordinated in right of payment to the Notes or a Restricted Subsidiary; orNote Guarantee, the new Debt, by its terms or by the terms of any agreement or instrument pursuant to which it is outstanding, is expressly made subordinate in right of payment to the Notes or such Note Guarantee at least to the extent that the Debt to be refinanced is subordinated to the Notes or such Note Guarantee; (B) was acquired the new Debt does not have a Stated Maturity prior to (i) the Stated Maturity of the Debt to be refinanced, and the Average Life of the new Debt is at least equal to the remaining Average Life of the Debt to be refinanced or (ii) the 91st day after the Stated Maturity of the Notes and does not have any scheduled principal payments prior to such date; (C) in no event may Debt of the Company or any Guarantor be refinanced pursuant to this clause by means of any Debt of any Restricted Subsidiary that is not a Guarantor; and (D) Debt Incurred pursuant to clauses (1), (4), (5), (8), (9), (10), (11), (12), (13), (14), (15), (16), (17), (18) and (20) may not be refinanced pursuant to this clause; (4) Debt under Hedging Agreements of the Company or any Restricted Subsidiary entered into in the ordinary course of business or directly related to Debt permitted to be Incurred by the Company or any Restricted Subsidiary pursuant to this Indenture, and in each case not for speculative purposes; (5) Debt of the Company or any Restricted Subsidiary in respect of performance bonds, customs, reimbursement obligations, letters of credit, bankers’ acceptances, deposits, promissory notes, self-insurance obligations, completion guarantees and bid, surety or appeal bonds or Hydrocarbons balancing positions provided in the ordinary course of business; (i) Debt of the Company or any Restricted Subsidiary Incurred to finance an acquisition (or other purchase of assets), or (ii) Acquired Debt of the Company or any Restricted Subsidiary; provided, however, in the case of clauses (i) or (ii), that after giving effect to the Incurrence of such Debt pursuant to this clause, either (A) the Company or such Restricted Subsidiary would have been able to Incur $1.00 of additional Debt pursuant to the test set forth in ‎Section 4.09(a); or (B) would not have a lower ratio set forth in ‎Section 4.09(a) immediately after such Incurrence; (7) Debt of the Company or any Restricted Subsidiary outstanding on the Issue Date (including, without limitation, the 7.125% Senior Notes and the 7.500% Senior Notes but other than Debt outstanding under the Facility, the Corporate Revolver or the GoM Term Loan); (8) Debt represented by guarantees of pension fund obligations of the Company or any Restricted Subsidiary required by law or regulation; (9) Debt of the Company or any Restricted Subsidiary Incurred through the provision of bonds, guarantees, letters of credit or similar instruments required by any maritime commission or authority or other governmental or regulatory agencies, including, without limitation, customs authorities; in each case, for vessels owned or chartered by, and in the ordinary course of business of, the Company or any of its Restricted Subsidiaries at any time outstanding not to exceed the amount required by such governmental or regulatory authority; (10) Debt of any cash pooling or other cash management agreements of the Company or any Restricted Subsidiary in place with a bank or financial institution but only to the extent of offsetting credit balances of the Company or any of its Restricted Subsidiaries pursuant to such cash pooling or other cash management; (11) Debt of the Company or any Restricted Subsidiary to the extent that the net proceeds thereof are promptly deposited to defease or to satisfy and discharge the Notes in accordance with this Indenture; (12) Debt of the Company or any of its Restricted Subsidiaries for taxes levied, assessments due and other governmental charges required to be paid as a matter of law or regulation in the ordinary course of business; (13) Guarantees by the Company or any Guarantor of Debt permitted to be Incurred pursuant to this ‎Section 4.09; provided that if such Debt is subordinated in right of payment to the Notes or a Note Guarantee, any such guarantee with respect to such Debt shall be subordinated in right of payment to the Notes and such Note Guarantee; (14) Debt of the Company or any Restricted Subsidiary in respect of (i) self-insurance obligations or captive insurance companies or consisting of the financing of insurance premiums or (ii) take-or-pay obligations contained in supply agreements in the ordinary course of business; (15) Debt of the Company or any Restricted Subsidiary under one or more Credit Facilities, lines of credit or working capital facilities (and any refinancing thereof); provided, however, that the aggregate principal amount of such Debt does not exceed at any one time outstanding the greater of (i) $3.0 billion and (ii) 35.0% of Adjusted Consolidated Net Tangible Assets; (16) Debt of the Company or any Restricted Subsidiary with respect to reimbursement type obligations regarding worker’s compensation claims and Debt and other obligations in respect of deferred compensation of employees Incurred in the ordinary course of business or in connection with any Investment or acquisition (by merger, consolidation or amalgamation or otherwise) permitted under this Indenture; (17) Debt of the Company or any Restricted Subsidiary in the form of customer deposits and advance payments received in the ordinary course of business from customers for purchases in the ordinary course of business; (18) Debt of the Company or any Restricted Subsidiary (and any refinancing thereof) not otherwise permitted hereunder in an aggregate principal amount equal to the aggregate Net Cash Proceeds received by the Company (other than Debt issued in connection with, or to provide all or any portion from a Subsidiary of the funds Company) after the Issue Date from (i) the issuance and/or sale of its Qualified Equity Interests or credit support utilized (ii) as a contribution to consummateits common equity to the extent that such Net Cash Proceeds received from such issuance, the transaction sale or series of related transactions contribution have not been applied to make Restricted Payments pursuant to which such Restricted Subsidiary became a Restricted Subsidiary ‎Section 4.08(a)(3)(B) or was acquired by the Company‎Section 4.08(b)(4); (419) the incurrence by the Company and the Subsidiary Guarantors Project Finance Debt of Debt represented by the Notes and the related Subsidiary Guarantees to be issued on the date of the this Indenture and the Exchange Notes and the related Subsidiary Guarantees to be issued pursuant to the Registration Rights Agreementany Restricted Subsidiary; (520) Debt of the Company or a Restricted Subsidiary not otherwise permitted hereunder; provided, however, that the aggregate principal amount of such Debt, and any refinancing thereof, does not exceed in an aggregate principal amount at any one time outstanding on the Issue Date greater of (other than Debt described in clause i) $250.0 million and (1), (2), (3ii) or (4);3.25% of Adjusted Consolidated Net Tangible Assets; and (621) Refinancing Debt in respect of Debt Incurred pursuant to paragraph (a), the Company or pursuant to clause (4) or (5) or this clause (6); (7) Hedging a Restricted Subsidiary consisting of Capital Lease Obligations and Purchase Money Obligations; provided, however, that with respect to Interest Rate Agreements the aggregate principal amount of such Debt, and Currency Agreements (if such Currency Agreements relate to Debt)any refinancing thereof, only to the extent directly related to Debt permitted to be incurred by the Company pursuant to this Indenture; and (8) Debt does not exceed in an aggregate principal amount whichat any one time outstanding the greater of (i) $150.0 million and (ii) 3.0% of Adjusted Consolidated Net Tangible Assets; provided, together further, that such Debt exists at the date of such purchase, lease or improvement, or is created within 365 days thereafter (for the avoidance of doubt, the purchase date for any asset shall be the later of the date of completion of construction or installation and the beginning of the full productive use of such asset); and (22) Debt attributable to (but not Incurred to finance) the exercise of appraisal rights or the settlement of claims or actions (whether actual, contingent or potential) with all other respect to any acquisition (by merger, consolidation or amalgamation or otherwise) permitted under this Indenture. (23) Debt of the Company or any Restricted Subsidiary attributable to any (i) Extended Maturity Notes and/or (ii) Exchange Notes. (c) Notwithstanding anything to the contrary in this ‎Section 4.09, the maximum amount of Debt that the Company and the its Restricted Subsidiaries then may Incur pursuant to this ‎Section 4.09 shall not be deemed to be exceeded, with respect to any outstanding Debt, solely as a result of fluctuations in the exchange rate of currencies. (other than Debt permitted by clauses (1d) through (7) of this paragraph) does not exceed $5.0 million. For purposes of determining compliance with this Section ‎Section 4.09, in the event that an item of any proposed Debt meets the criteria of more than one of the categories of Permitted Debt described in clauses (1) through (8) above22) of ‎Section 4.09(b), or is entitled to be Incurred, in whole or in part, Incurred pursuant to the first paragraph of this Section 4.09‎Section 4.09(a), the Company shall and its Restricted Subsidiaries will be permitted to classify such item of Debt on at the date time of its incurrence Incurrence in any manner that complies with this Section 4.09‎Section 4.09 or to later reclassify all or a portion of such item of Debt. Any Permitted Refinancing Debt and any Debt permitted to be Incurred under this Indenture to refinance Debt Incurred pursuant to clauses (2), (3), (4), (6), (7), (15), (18), (19), (20) and (21) of ‎Section 4.09(b) shall be deemed to include additional Debt Incurred to pay premiums (including tender premiums), discounts, fees and other costs and expenses (including original issue discount, upfront fees or similar fees) in connection with such refinancing. (ce) Notwithstanding paragraphs (a) and (b), the The Company and its Restricted Subsidiaries shall may not Incur any Debt if that is subordinate in right of payment to other Debt of the proceeds thereof are used, directly or indirectly, to repay, prepay, redeem, defease, retire, refund or refinance any Subordinated Obligations Company unless such Debt is also subordinate in right of payment to the Notes or the relevant guarantee on substantially identical terms; provided, however, that no Debt will be deemed to be subordinated in right of payment to any other Debt of the Company solely by virtue of being unsecured, by virtue of being secured with different collateral or by virtue of being secured on a junior priority basis or by virtue of the applicability of waterfall or other payment ordering provisions affecting different tranches of Debt. (f) The accrual of interest, the accretion or amortization of original issue discount, the payment of regularly scheduled interest in the form of additional Debt of the same instrument or the payment of regularly scheduled dividends on Disqualified Stock in the form of additional Disqualified Stock with the same terms will not be deemed to be an Incurrence of Debt for purposes of this ‎Section 4.09; provided that any such outstanding additional Debt paid in respect of Debt Incurred pursuant to any provision of clause (b) above will be counted as Debt outstanding for purposes of any future Incurrence of Debt pursuant to ‎Section 4.09(a). (g) For purposes of determining compliance with any U.S. dollar-denominated restriction on the Incurrence of Debt, the U.S. dollar-equivalent principal amount of Debt denominated in a non-U.S. currency will be calculated based on the relevant currency exchange rate in effect on the date such Debt was Incurred or, in the case of revolving credit Debt, first committed; provided that if such Debt is Incurred to refinance other Debt denominated in a non-U.S. currency, and such refinancing would cause the applicable U.S. dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing, such U.S. dollar-denominated restriction will be deemed not to have been exceeded so long as the principal amount of such Permitted Refinancing Debt does not exceed the principal amount of such Debt being refinanced. The principal amount of any Debt Incurred to refinance other Debt, if Incurred in a different currency from the Debt being refinanced, will be calculated based on the currency exchange rate applicable to the Notescurrencies in which such Permitted Refinancing Debt is denominated that is in effect on the date of such refinancing. (h) Upon written request and the receipt of an Officer’s Certificate and Opinion of Counsel to the effect that the amendment or supplement is authorized or permitted under this Indenture and the Security Documents and that all conditions precedent thereto have been satisfied, to the extent it is necessary to amend or supplement the Security Documents to provide for any Incurrence of Debt permitted by this Indenture, the Trustee is hereby expressly authorized and directed to enter any such amendments or supplements on behalf of the Holders. (i) Notwithstanding anything contained in this Section 4.09 or this Indenture to the contrary, prior to the Conversion Date, the Company will not permit Kosmos Energy Ghana Holdings Limited or any of its wholly-owned subsidiaries to Incur any Debt pursuant to clauses (b)(6) or (b)(20).

Limitation on Debt. (a) The Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, Incur any Debt unless except that the Company and any Restricted Subsidiary may Incur Debt if after giving pro forma effect to the Incurrence of such Debt and the receipt and application of the proceeds thereof the Consolidated EBITDA Coverage Ratio at of the date of such Incurrence exceeds 2.0 Company would be not less than 2.00 to 1.01.00. (b) The preceding sentence shall not prohibit Notwithstanding the Incurrence of any of above, the following Debt may be Incurred (collectively, "the “Permitted Debt"”): (1) Debt Incurred by of the Company and or any Restricted Subsidiary pursuant to the under one or more Credit Agreement or any other revolving credit facility which, when taken together with all letters of credit and the Facilities in an aggregate principal amount of all other outstanding Debt Incurred under this clause (1)) at any one time outstanding (excluding, does for the avoidance of doubt, Debt Incurred under clauses (2) or (3) below) not to exceed the greater of (i) $100 400.0 million and the sum of: (Aii) 6510% of the gross book value Company’s Consolidated Total Assets determined at the time of the inventory of the Company and its Restricted Subsidiaries; and (B) 85% of the gross book value of the accounts receivable of the Company and its Restricted Subsidiariessuch Incurrence; (2) Debt of the Company owed to and held by a Wholly Owned Subsidiary; provided, however, that any subsequent issuance or transfer of any Capital Stock that results in such Wholly Owned Subsidiary ceasing to be a Wholly Owned Subsidiary or any transfer Restricted Subsidiary consisting of such Debt (other than to a Wholly Owned Subsidiary) shall be deemed, in each case, to constitute the issuance of such Debt by the CompanyFloor Plan Debt; (3) Debt of a the Company or any Restricted Subsidiary incurred under one or more Mortgage Facilities Incurred under this clause (3) at any one time outstanding not to exceed the greater of (i) $400.0 million and outstanding on or prior to (ii) 10% of Consolidated Total Assets determined at the date on which time of such Restricted Subsidiary: (A) became a Restricted Subsidiary; or (B) was acquired by the Company (other than Debt issued in connection with, or to provide all or any portion of the funds or credit support utilized to consummate, the transaction or series of related transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary or was acquired by the Company)Incurrence; (4) the incurrence by Debt of the Company and the or any Restricted Subsidiary Guarantors of Debt represented by the Notes and the related Subsidiary Guarantees to be issued outstanding on the date Issue Date and not otherwise referred to in clauses (1), (2) or (3) of the this Indenture and the Exchange Notes and the related Subsidiary Guarantees to be issued pursuant to the Registration Rights AgreementSection 4.9(b); (5) Debt outstanding on owed by the Issue Date Company to any Restricted Subsidiary or Debt owed by a Restricted Subsidiary to the Company or a Restricted Subsidiary; provided, however, that: (A) any such Debt owing by the Company or a Subsidiary Guarantor to a Restricted Subsidiary that is not a Subsidiary Guarantor shall be expressly subordinated to the prior payment in full in cash of all obligations with respect to the Notes, and (B) upon either the transfer or other disposition by such Restricted Subsidiary or the Company of any Debt so permitted to a Person other than the Company or another Restricted Subsidiary or the issuance (other than Debt described in directors’ qualifying shares), sale, lease, transfer or other disposition of shares of Capital Stock (including by consolidation or merger) of such Restricted Subsidiary to a Person other than the Company or another Restricted Subsidiary such that it ceases to be a Restricted Subsidiary, the provisions of this clause (1), (2), (35) shall no longer be applicable to such Debt and such Debt shall be deemed to have been Incurred at the time of such transfer or (4)other disposition; (6) Refinancing Debt in respect consisting of Debt Incurred pursuant to paragraph the Notes (a), or pursuant to clause (4) or (5) or this clause (6other than any Additional Notes); (7) Hedging Obligationsthe Subsidiary Guarantees and Guarantees by the Company or any Restricted Subsidiary of any Debt of the Company or a Restricted Subsidiary permitted to be Incurred under this Indenture; (8) Debt of the Company or any of its Restricted Subsidiaries represented by Finance Lease Obligations or purchase money obligations, in each case, Incurred for the purpose of financing all or any part of the purchase price or cost of construction or improvement of property, plant or equipment used in the business of the Company or such Restricted Subsidiary, in an aggregate principal amount, including all Debt Incurred to refund or refinance any Debt Incurred pursuant to this clause (8), not to exceed, at any one time outstanding, the greater of (i) $75.0 million and (ii) 2.0% of Consolidated Total Assets determined at the time of Incurrence; (9) Debt of the Company or any Restricted Subsidiary consisting of Permitted Interest Rate, Currency or Commodity Price Agreements; (10) Permitted Acquisition Debt; (11) Debt of Foreign Subsidiaries in an aggregate amount Incurred pursuant to this clause (11) at any one time outstanding not to exceed the greater of (i) $50.0 million and (ii) 1.5% of Consolidated Total Assets of the Company determined at the time of such Incurrence; (12) Permitted Refinancing Debt which is exchanged for or the proceeds of which are used to refinance or refund, or any extension or renewal of Debt Incurred pursuant to Section 4.9(a) or pursuant to clauses (4), (6), (7), (8), (10) or (16) of this definition of Permitted Debt and this clause (12); (13) obligations arising from agreements by the Company or a Restricted Subsidiary to provide for indemnification, customary purchase price closing adjustments, earn-outs or other similar obligations, in each case, Incurred in connection with the acquisition or disposition of any business or assets; (14) Debt Incurred by the Company or its Restricted Subsidiaries in respect of workers’ compensation claims, health, disability or other employee benefits or property, casualty or liability insurance, self- insurance obligations, performance, bid, surety and similar bonds and completion Guarantees (not for borrowed money) provided in the ordinary course of business; (15) Debt of the Company or any of its Restricted Subsidiaries arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently (except in the case of daylight overdrafts) drawn against insufficient funds in the ordinary course of business; provided, however, that with respect to Interest Rate Agreements and Currency Agreements (if such Currency Agreements relate to Debt), only to the extent directly related to Debt permitted to be incurred by the Company pursuant to this Indentureis extinguished within five business days of Incurrence; and (8) Debt 16) in an aggregate principal amount which, together with all other Debt of addition to the Company and the Restricted Subsidiaries then outstanding (other than Debt permitted by items referred to in clauses (1) through (715) above, Debt of the Company or any Restricted Subsidiary which, together with any other outstanding Debt Incurred pursuant to this paragraphclause (16), and including any renewals, extensions, substitutions, refinancings or replacements of such Debt, has an aggregate principal amount at any one time outstanding not to exceed the greater of (i) does not exceed $5.0 million. 100.0 million and (ii) 2.5% of Consolidated Total Assets determined at the time of Incurrence. (c) For purposes of determining compliance with with, and the outstanding principal amount of any particular Debt Incurred pursuant to, and in compliance with, this Section 4.09, 4.9: (1) in the event that an item of proposed Debt meets the criteria of more than one of the categories types of Permitted Debt described in clauses (1Section 4.9(a) through (8) aboveand Section 4.9(b) of this covenant, or is entitled to be Incurredthe Company, in whole or in partits sole discretion, pursuant to the first paragraph of this Section 4.09, the Company shall be permitted to may classify such item of Debt on the date of Incurrence (or later classify or reclassify such Debt, in its incurrence sole discretion) in any manner permitted by this covenant and shall only be required to include the amount and type of such Debt in one of such clauses; (2) Guarantees of, or obligations in respect of letters of credit relating to, Debt which is otherwise included in the determination of a particular amount of Debt shall not be included; (3) the principal amount of any Redeemable Stock or Preferred Stock of the Company or a Restricted Subsidiary will be equal to the greater of the maximum redemption or repurchase price (not including, in either case, any redemption or repurchase premium) or the liquidation preference thereof; (4) Debt permitted by this covenant need not be permitted solely by reference to one provision permitting such Debt but may be permitted in part by one such provision and in part by one or more other provisions of this covenant permitting such Debt; (5) any Receivables Sale shall be the amount for which there is recourse to the seller; and (6) the amount of Debt issued at a price that complies is less than the principal amount thereof will be equal to the amount of the liability in respect thereof determined in accordance with this Section 4.09GAAP. (cd) Notwithstanding paragraphs (a) and (b)Accrual of interest, accrual of dividends, the accretion of accreted value, the payment of interest in the form of additional Debt and the payment of dividends in the form of additional shares of Preferred Stock or Redeemable Stock will not be deemed to be an Incurrence of Debt for purposes of this Section 4.9. (e) For purposes of determining compliance with any U.S. dollar-denominated restriction on the Incurrence of Debt, the U.S. dollar-equivalent principal amount of Debt denominated in a foreign currency shall be calculated based on the relevant currency exchange rate in effect on the date such Debt was Incurred, in the case of term Debt, or first committed, in the case of revolving credit Debt; provided that if such Debt is Incurred to refinance other Debt denominated in a foreign currency, and such refinancing would cause the applicable U.S. dollar-dominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing, such U.S. dollar-dominated restriction shall be deemed not to have been exceeded so long as the principal amount of such refinancing Debt does not exceed the principal amount of such Debt being refinanced. Notwithstanding any other provision of this Section 4.9, the maximum amount of Debt that the Company and its Restricted Subsidiaries may Incur pursuant to this Section 4.9 shall not Incur any Debt if be deemed to be exceeded solely as a result of fluctuations in the proceeds thereof are used, directly or indirectly, to repay, prepay, redeem, defease, retire, refund or refinance any Subordinated Obligations unless such Debt will be subordinated to the Notesexchange rate of currencies.

Limitation on Debt. (a) The Company shall may not, and shall may not permit any Restricted Subsidiary to, directly or indirectly, Incur any Debt unless the Consolidated EBITDA Coverage Ratio at the date of such Incurrence exceeds 2.0 to 1.0. (b) The preceding sentence shall not prohibit the Incurrence of any of the following Debt (collectively, "Permitted Debt"): (1) Debt Incurred by except that the Company and any Restricted Subsidiary pursuant (but not any Restricted Subsidiary that is not a Subsidiary Guarantor) may Incur Debt if after giving pro forma effect to the Credit Agreement Incurrence of such Debt and the receipt and application of the proceeds thereof the Consolidated Cash Flow Coverage Ratio of the Company would be greater than 2.0 to 1. Notwithstanding the foregoing limitation, the following Debt may be Incurred. (a) Debt of the Company or any Subsidiary Guarantor, other revolving credit facility whichthan Floor Plan Debt, when taken together with all letters of credit and under the Senior Credit Facility in an aggregate principal amount of all other outstanding Debt Incurred under this clause (1), does at any one time not to exceed the greater of $100 200 million and the sum of: (A) 65or 25% of the gross book value Company's Consolidated Net Tangible Assets at the time of the inventory of the Company and its Restricted Subsidiaries; and (B) 85% of the gross book value of the accounts receivable of the Company and its Restricted Subsidiariessuch Incurrence; (2b) Debt of the Company or any Restricted Subsidiary consisting of Floor Plan Debt or Guarantees of Floor Plan Debt of the Company; (c) Debt owed by the Company to and held any Restricted Subsidiary for which fair value has been received or Debt owed by a Wholly Owned Restricted Subsidiary to the Company or a Restricted Subsidiary; provided, however, that that: (i) any subsequent issuance such Debt owing by the Company to a Restricted Subsidiary shall be Subordinated Debt evidenced by an intercompany promissory note and (ii) upon either the transfer or transfer other disposition by such Restricted Subsidiary or the Company of any Capital Stock that results in such Wholly Owned Subsidiary ceasing Debt so permitted to be a Wholly Owned Person other than the Company or another Restricted Subsidiary or any transfer of such Debt the issuance (other than directors' qualifying shares), sale, transfer or other disposition of shares of Capital Stock (including by consolidation or merger) of such Restricted Subsidiary to a Wholly Owned Person other than the Company or another such Restricted Subsidiary, the provisions of this clause (c) shall no longer be deemedapplicable to such Debt and such Debt shall be deemed to have been Incurred at the time of such transfer or other disposition; (d) Debt consisting of the Notes (other than the Additional Notes), the Subsidiary Guarantees and Guarantees by Restricted Subsidiaries of any Debt Incurred to refinance or refund the Notes; (e) Debt of the Company or any of its Restricted Subsidiaries represented by Capital Lease Obligations, mortgage financings or purchase money obligations, in each case, Incurred for the purpose of financing all or any part of the purchase price or cost of construction or improvement of property, plant or equipment used in the business of the Company or such Restricted Subsidiary, in an aggregate principal amount, including all Debt Incurred to constitute refund or refinance any Debt Incurred pursuant to this clause (e), not to exceed, at any time outstanding, $20 million; (f) Debt of the issuance Company or any Restricted Subsidiary consisting of Permitted Interest Rate, Currency or Commodity Price Agreements; (g) Debt which is exchanged for or the proceeds of which are used to refinance or refund, or any extension or renewal of (each of the foregoing, a "refinancing"), (i) the Notes, (ii) outstanding Debt that is not described in any other clause hereof that was outstanding as of the Closing Date (other than the 2009 Notes), (iii) outstanding Debt Incurred pursuant to the first paragraph of this Section 3.01, and (iv) Debt previously Incurred pursuant to this clause (g), in each case in an aggregate principal amount not to exceed the principal amount of the Debt so refinanced plus the amount of any premium required to be paid in connection with such refinancing pursuant to the terms of the Debt so refinanced or the amount of any premium reasonably determined by the Company as necessary to accomplish such refinancing by means of a tender offer or privately negotiated repurchase, plus the expenses of the Company or the Restricted Subsidiary, as the case may be, incurred in connection with such refinancing; provided, however, that: (1) Debt the proceeds of which are used to refinance the Notes or Debt which is pari passu with or subordinate in right of payment to the Notes or the Subsidiary Guarantees, as the case may be, shall only be permitted if (A) in the case of any refinancing of the Notes or Debt which is pari passu to the Notes or the Subsidiary Guarantees, as the case may be, the refinancing Debt is made pari passu to the Notes or the Subsidiary Guarantees, as the case may be, or subordinated to the Notes or the Subsidiary Guarantees, as the case may be, and (B) in the case of any refinancing of Debt which is subordinated to the Notes or the Subsidiary Guarantees, as the case may be, the refinancing Debt constitutes Debt that is subordinated to the Notes or the Subsidiary Guarantees, as the case may be, at least to the same extent as the Debt being refinanced; (2) the refinancing Debt by its terms, or by the terms of any agreement or instrument pursuant to which such Debt is issued, (A) does not have an Average Life that is less than the remaining Average Life of the Debt being refinanced and (B) does not permit redemption or other retirement (including pursuant to an offer to purchase) of such Debt by at the Companyoption of the holder thereof prior to the final stated maturity of the Debt being refinanced, other than a redemption or other retirement at the option of the holder of such Debt (including pursuant to an offer to purchase) which is conditioned upon provisions substantially similar to those contained in Section 3.06 or Section 3.09 hereof; (3) in the case of any refinancing of Debt of the Company, the refinancing Debt may be Incurred only by the Company, and in the case of any refinancing of Debt of a Restricted Subsidiary incurred and outstanding on or prior to the date on which such Restricted Subsidiary: (A) became a Restricted Subsidiary; or (B) was acquired by the Company (other than Debt issued in connection with, or to provide all or any portion of the funds or credit support utilized to consummate, the transaction or series of related transactions pursuant to which refinancing Debt may be Incurred only by such Restricted Subsidiary became a Restricted Subsidiary or was acquired by the Company);; and (4) in the incurrence by case of any refinancing of Preferred Stock of a Restricted Subsidiary, such Preferred Stock may be refinanced only with Preferred Stock of such Restricted Subsidiary; and (h) Debt of the Company and the or any Subsidiary Guarantors of Debt represented by the Notes and the related Subsidiary Guarantees Guarantor not otherwise permitted to be issued on the date of the this Indenture and the Exchange Notes and the related Subsidiary Guarantees to be issued Incurred pursuant to the Registration Rights Agreement; clauses (5a) Debt through (g) above, which, together with any other outstanding on the Issue Date (other than Debt described in clause (1), (2), (3) or (4); (6) Refinancing Debt in respect of Debt Incurred pursuant to paragraph (a), or pursuant to clause (4) or (5) or this clause (6); (7) Hedging Obligations; provided, however, that with respect to Interest Rate Agreements and Currency Agreements (if such Currency Agreements relate to Debth), only to the extent directly related to and in both such cases including any renewals, extensions, substitutions, refinancings or replacements of such Debt permitted to be incurred by the Company pursuant to this Indenture; and (8) Debt in has an aggregate principal amount which, together with all other Debt not in excess of the Company and the Restricted Subsidiaries then outstanding (other than Debt permitted by clauses (1) through (7) of this paragraph) does not exceed $5.0 million30 million at any time outstanding. For purposes of determining compliance with with, and the outstanding principal amount of any particular Debt incurred pursuant to and in compliance with, this Section 4.09, 3.01: (1) in the event that an item of proposed Debt meets the criteria of more than one of the categories types of Permitted Debt described in clauses (1) through (8) above, or is entitled to be Incurred, in whole or in part, pursuant to the first paragraph and second paragraphs of this Section 4.093.01, the Company shall be permitted to Company, in its sole discretion, will classify such item of Debt on the date of incurrence (or later classify or reclassify such Debt, in its sole discretion) and only be required to include the amount and type of such Debt in one of such clauses; (2) Guarantees of, or obligations in respect of letters of credit relating to, Debt which is otherwise included in the determination of a particular amount of Debt shall not be included; (3) the principal amount of any Redeemable Stock or Preferred Stock of the Company or a Restricted Subsidiary will be equal to the greater of the maximum redemption or repurchase price (not including, in either case, any redemption or repurchase premium) or the liquidation preference thereof; (4) Debt permitted by this covenant need not be permitted solely by reference to one provision permitting such Debt but may be permitted in part by one such provision and in part by one or more other provisions of this covenant permitting such Debt; (5) any Receivables Sale shall be the amount for which there is recourse to the seller; and (6) the amount of Debt issued at a price that is less than the principal amount thereof will be equal to the amount of the liability in respect thereof determined in accordance with generally accepted accounting principles. Accrual of interest, accrual of dividends, the accretion of accreted value, the payment of interest in the form of additional Debt and the payment of dividends in the form of additional shares of Preferred Stock or Redeemable Stock will not be deemed to be an incurrence in any manner that complies with of Debt for purposes of this Section 4.09. (c) Notwithstanding paragraphs (a) and (b)3.01. For purposes of determining compliance with any U.S. dollar-denominated restriction on the Incurrence of Debt, the U.S. dollar-equivalent principal amount of Debt denominated in a foreign currency shall be calculated based on the relevant currency exchange rate in effect on the date such Debt was Incurred, in the case of term Debt, or first committed, in the case of revolving credit Debt; provided that if such Debt is Incurred to refinance other Debt denominated in a foreign currency, and such refinancing would cause the applicable U.S. dollar-dominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing, such U.S. dollar-dominated restriction shall be deemed not to have been exceeded so long as the principal amount of such refinancing Debt does not exceed the principal amount of such Debt being refinanced. Notwithstanding any other provision of this Section 3.01, the maximum amount of Debt that the Company and its Restricted Subsidiaries may Incur pursuant to this Section 3.01 shall not Incur any Debt if be deemed to be exceeded solely as a result of fluctuations in the proceeds thereof are used, directly or indirectly, to repay, prepay, redeem, defease, retire, refund or refinance any Subordinated Obligations unless such Debt will be subordinated to the Notesexchange rate of currencies.

Limitation on Debt. (a) The Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, Incur any Debt; provided that the Company and any Subsidiary Guarantor may Incur Debt unless if after giving pro forma effect to the Incurrence of such Debt and the receipt and application of the proceeds thereof the Consolidated EBITDA Coverage Ratio at of the date of such Incurrence exceeds 2.0 Company would be not less than 2.00 to 1.01.00. (b) The preceding sentence shall not prohibit the Incurrence of any of Notwithstanding Section 4.9(a), the following Debt may be Incurred (collectively, "the “Permitted Debt"”): (1) Debt Incurred by of the Company and or any Restricted Subsidiary pursuant to under one or more Debt Facilities and the Credit Agreement issuance or any other revolving credit facility which, when taken together with all creation of letters of credit and the bankers’ acceptances thereunder (with letters of credit and bankers’ acceptances being deemed to have a principal amount of all other outstanding Debt equal to the face amount thereof) in an aggregate principal amount Incurred under this clause (1), does Section 4.9(b)(1) at any one time outstanding not to exceed the greater of (i) $100 175.0 million and (ii) the sum ofBorrowing Base, plus, in the event of any refunding, refinancing, renewal, replacement or extension of any such Debt, the aggregate amount of any discounts, commissions, premiums, fees and other costs and expenses related thereto; (2) Priority Lien Debt of the Company or any Restricted Subsidiary so long as, after giving pro forma effect to the Incurrence and application of proceeds thereof, the Priority Lien Leverage Ratio of the Company would not exceed 2:00 to 1.00, and Permitted Refinancing Debt in respect thereof; (3) [Reserved]; (4) Debt of the Company or any Restricted Subsidiary outstanding on the Issue Date (including the Existing Notes) and not otherwise referred to in Section 4.9(b)(1); (5) Debt owed by the Company to any Restricted Subsidiary or Debt owed by a Restricted Subsidiary to the Company or a Restricted Subsidiary; provided, however, that: (A) 65% of the gross book value of the inventory of any such Debt owing by the Company and its or a Subsidiary Guarantor to a Restricted SubsidiariesSubsidiary that is not a Subsidiary Guarantor shall be expressly subordinated to the prior payment in full in cash of all obligations with respect to the Notes; and (B) 85% upon either the transfer or other disposition by such Restricted Subsidiary or the Company of any Debt so permitted to a Person other than the Company or another Restricted Subsidiary or the issuance (other than directors’ qualifying shares), sale, lease, transfer or other disposition of shares of Capital Stock (including by consolidation or merger) of such Restricted Subsidiary to a Person other than the Company or another Restricted Subsidiary such that it ceases to be a Restricted Subsidiary, the provisions of this Section 4.9(b)(5) shall no longer be applicable to such Debt and such Debt shall be deemed to have been Incurred at the time of such transfer or other disposition; (6) Debt consisting of the gross book value Notes (other than any Additional Notes); (7) the Subsidiary Guarantees and Guarantees by the Company or any Restricted Subsidiary of the accounts receivable any Debt of the Company and its or a Restricted SubsidiariesSubsidiary permitted to be Incurred under this Indenture; (28) Debt of the Company or any of its Restricted Subsidiaries represented by Finance Lease Obligations or purchase money obligations, in each case, Incurred or assumed for the purpose of financing the purchase, lease, construction, installation or improvement of property, plant or equipment used in the business of the Company or such Restricted Subsidiary in an aggregate principal amount, including all Debt Incurred to refund, refinance, replace, renew, extend or defease any Debt Incurred or assumed pursuant to this Section 4.9(b)(8), not to exceed, at any one time outstanding, the greater of (i) $100.0 million and (ii) 4.0% of Consolidated Total Assets determined at the time of Incurrence; (9) Debt of the Company owed to and held by a Wholly Owned Subsidiary; provided, however, that any subsequent issuance or transfer of any Capital Stock that results in such Wholly Owned Subsidiary ceasing to be a Wholly Owned Subsidiary or any transfer Restricted Subsidiary consisting of such Permitted Interest Rate, Currency or Commodity Price Agreements; (10) Permitted Acquisition Debt; (11) [Reserved]; (12) Permitted Refinancing Debt which is exchanged for or the proceeds of which are used to refinance or refund, or any extension or renewal of Debt Incurred pursuant to Section 4.9(a) or pursuant to Section 4.9(b)(4), Section 4.9(b)(6), Section 4.9(b)(7) or Section 4.9(b)(10) of this definition of Permitted Debt and this Section 4.9(b)(12); (13) obligations arising from agreements by the Company or a Restricted Subsidiary to provide for indemnification, customary purchase price closing adjustments, contribution, earn-outs or other than to a Wholly Owned Subsidiary) shall be deemedsimilar obligations, in each case, Incurred in connection with the acquisition or disposition of any business or assets; (14) Debt Incurred by the Company or its Restricted Subsidiaries in the ordinary course of business or customarily incurred by Persons engaged in a Similar Business constituting reimbursement obligations in respect of bankers’ acceptances, bank guarantees (not for borrowed money), warehouse receipts or letters of credit in respect of warranty claims, workers’ compensation claims, health, disability or other employee benefits or property, casualty or liability insurance, self-insurance obligations or other Debt with respect to constitute reimbursement type obligations regarding workers’ compensation claims, performance, bid, appeal, surety and similar bonds and completion Guarantees (not for borrowed money), and letters of credit for operating purposes and performance and completion guarantees provided or Incurred (including Guarantees thereof); (15) Debt incurred in the issuance ordinary course of business in connection with (i) the financing of insurance premiums or (ii) take-or-pay obligations contained in supply arrangements, in each case, Incurred in the ordinary course of business; (16) Permitted Interest Rate, Currency or Commodity Price Agreements entered into for bona fide non-speculative purposes and ABL Secured Rate Contract Obligations; (17) Debt of the Company or any Restricted Subsidiary Incurred to finance up-front costs associated with long-term contracts with customers in the ordinary course of business; (18) to the extent that such transactions may be re-characterized as Debt, Debt Incurred pursuant to a Permitted Sales-Type Lease Transaction in an amount (determined based on the amount of such Debt by reflected on a balance sheet in accordance with GAAP) not to exceed, in the Companyaggregate, the greater of (i) $150.0 million and (ii) 6.0% of Consolidated Total Assets determined at the time of Incurrence; (319) Debt of the Company or any of its Restricted Subsidiaries arising from cash management obligations, treasury management services and other Debt in respect of netting services, automatic clearing house arrangements, employees’ credit or purchase cards, credit card processing services, stored value cards, commercial cards, debit cards, overdraft protections and similar arrangements, in each case Incurred in the ordinary course of business, and any ABL Bank Product Obligations; (20) Debt consisting of Debt issued by the Company or any Restricted Subsidiary to future, current or former officers, directors and employees thereof, their respective estates or trusts, spouses or former spouses, in each case to finance the purchase or redemption of Capital Stock of the Company to the extent described in Section 4.7(b)(4); (21) any obligation, or guaranty of any obligation, of the Company or any Restricted Subsidiary to reimburse or indemnify a Person extending credit to customers of the Company or a Restricted Subsidiary incurred and outstanding on or prior to Incurred in the date on which such Restricted Subsidiary: (A) became a Restricted Subsidiary; or (B) was acquired by the Company (other than Debt issued in connection with, or to provide ordinary course of business for all or any portion of the funds or credit support utilized amounts payable by such customers to consummate, the transaction or series of related transactions pursuant to which Person extending such Restricted Subsidiary became a Restricted Subsidiary or was acquired by the Company)credit; (422) the incurrence by the Company Debt Incurred in connection with a sale and the Subsidiary Guarantors of Debt represented by the Notes and the related Subsidiary Guarantees to be issued on the date of the this Indenture and the Exchange Notes and the related Subsidiary Guarantees to be issued pursuant leaseback transaction in relation to the Registration Rights Agreementreal property located at ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, in an amount not to exceed $55.0 million; (523) Debt outstanding on to the Issue Date extent constituting Debt, customer deposits and advance payments (other than Debt described including progress premiums) received in clause (1), (2), (3) or (4)the ordinary course of business from customers for goods purchased in the ordinary course of business; (624) Refinancing Debt in respect of Debt Incurred pursuant to paragraph (a), or pursuant to clause (4) or (5) or this clause (6); (7) Hedging Obligations; provided, however, that with respect to Interest Rate Agreements and Currency Agreements (if such Currency Agreements relate to Debt), only to the extent directly related the net proceeds thereof (or a portion thereof) are promptly deposited in an amount sufficient (together with any other amounts so deposited) to Debt permitted defease or to be incurred by the Company pursuant to satisfy and discharge this Indenture; and (8) 25) in addition to the items referred to in Section 4.9(b)(1) through Section 4.9(b)(24) above, Debt in of the Company or any Restricted Subsidiary which, together with any other outstanding Debt Incurred pursuant to this Section 4.9(b)(25), and including any renewals, extensions, substitutions, refinancings or replacements of such Debt, has an aggregate principal amount which, together with all other Debt at any one time outstanding not to exceed the greater of (i) $75.0 million and (ii) 3.0% of Consolidated Total Assets determined at the Company and the Restricted Subsidiaries then outstanding time of Incurrence. (other than Debt permitted by clauses (1c) through (7) of this paragraph) does not exceed $5.0 million. For purposes of determining compliance with with, and the outstanding principal amount of any particular Debt Incurred pursuant to, and in compliance with, this Section 4.09, 4.9: (1) in the event that an item of proposed Debt meets the criteria of more than one of the categories types of Permitted Debt described in clauses (1Section 4.9(a) through (8) aboveand Section 4.9(b), or is entitled to be Incurredthe Company, in whole or in partits sole discretion, pursuant to the first paragraph of this Section 4.09, the Company shall be permitted to may classify such item of Debt on the date of Incurrence (or later classify or reclassify such Debt, in its incurrence sole discretion) in any manner permitted by this covenant and shall only be required to include the amount and type of such Debt in one of such clauses; provided that complies with this (i) all Debt outstanding on the Issue Date under the ABL Credit Facility and all Debt (or the portion thereof) Incurred under Section 4.09. (c4.9(b)(1) Notwithstanding paragraphs (ashall be deemed Incurred under Section 4.9(b)(1) and may not later be reclassified and (bii) all Priority Lien Debt (or the portion thereof) Incurred under Section 4.9(b)(2) shall be deemed Incurred under Section 4.9(b)(2) and may not later be reclassified; provided, further that, for the avoidance of doubt, all Priority Lien Debt shall be deemed Incurred only pursuant to Section 4.9(b)(2), and the Company and its Restricted Subsidiaries shall not Incur be permitted to use any other provision in this covenant for purposes of Incurring Priority Lien Debt;3 (2) Guarantees of, or obligations in respect of letters of credit relating to, Debt if which is otherwise included in the proceeds thereof are useddetermination of a particular amount of Debt shall not be included; (3) the principal amount of any Redeemable Stock or Preferred Stock of the Company or a Restricted Subsidiary will be equal to the greater of the maximum redemption or repurchase price (not including, directly in either case, any redemption or indirectly, repurchase premium) or the liquidation preference thereof; 3 NTD to repay, prepay, redeem, defease, retire, refund or refinance any Subordinated Obligations unless ▇▇▇▇▇▇▇▇: Consistent with DoN. (4) Debt permitted by this Section 4.9 need not be permitted solely by reference to one provision permitting such Debt but may be permitted in part by one such provision and in part by one or more other provisions of this Section 4.9 permitting such Debt; and (5) the amount of Debt issued at a price that is less than the principal amount thereof will be subordinated equal to the Notesamount of the liability in respect thereof determined in accordance with GAAP. (d) Accrual of interest, accrual of dividends, the accretion of accreted value, the payment of interest in the form of additional Debt and the payment of dividends in the form of additional shares of Preferred Stock or Redeemable Stock will not be deemed to be an Incurrence of Debt for purposes of this Section 4.9. (e) For purposes of determining compliance with any U.S. dollar-denominated restriction on the Incurrence of Debt, the U.S. dollar-equivalent principal amount of Debt denominated in a foreign currency shall be calculated based on the relevant currency exchange rate in effect on the date such Debt was Incurred, in the case of term Debt, or first committed, in the case of revolving credit Debt; provided that if such Debt is Incurred to refinance other Debt denominated in a foreign currency, and such refinancing would cause the applicable U.S. dollar-dominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing, such U.S. dollar-dominated restriction shall be deemed not to have been exceeded so long as the principal amount of such refinancing Debt does not exceed the principal amount of such Debt being refinanced. Notwithstanding any other provision of this Section 4.9, the maximum amount of Debt that the Company may Incur pursuant to this Section 4.9 shall not be deemed to be exceeded solely as a result of fluctuations in the exchange rate of currencies.

Limitation on Debt. (a) The Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, Incur any Debt unless except that the Consolidated EBITDA Company and any Restricted Subsidiary may Incur Debt if after giving pro forma effect to the Incurrence of such Debt and the receipt and application of the proceeds thereof as if the same had occurred at the beginning of the most recently ended fiscal quarter of the Company the Fixed Charge Coverage Ratio at of the date Company would be no less than 2.00 to 1.00 (“Ratio Debt”); provided that the aggregate principal amount of such Incurrence exceeds 2.0 Debt incurred by Restricted Subsidiaries that are not Subsidiary Guarantors pursuant to 1.0this Section 4.9(a), together with the outstanding principal amount of Debt incurred by Restricted Subsidiaries that are not Subsidiary Guarantors pursuant to clauses (21) and (22) of Section 4.9(b), shall not exceed $200.0 million. (b) The preceding sentence shall not prohibit Notwithstanding the Incurrence of any of restrictions in Section 4.9(a), the following Debt may be Incurred (collectively, "the “Permitted Debt"”): (1) Debt Incurred by of the Company and or any Restricted Subsidiary pursuant to the Credit Agreement under one or any other revolving credit facility which, when taken together with all letters of credit and the more Debt Facilities in an aggregate principal amount of Incurred under this clause (1) at any one time outstanding not to exceed (x) $3,200.0 million plus (y) any additional amount such that, after giving pro forma effect thereto, the Secured Leverage Ratio (treating all other outstanding Debt Incurred under this clause (1), does not exceed ) as secured by Liens on the greater of $100 million and the sum of: (A) 65% assets of the gross book value Company, including all undrawn amounts under the Company’s revolving portion of the inventory any Debt Facility) of the Company and its Restricted Subsidiaries; and Subsidiaries would not exceed 5.00 to 1.00, plus, in the case of any refinancing of any Debt permitted under this clause (B1) 85% or any portion thereof, any increase in the amount of the gross book value of the accounts receivable of the Company such Debt in connection with any refinancing expenses, accrued and its Restricted Subsidiariesunpaid interest, premiums and other costs and expenses incurred in connection therewith; (2) Debt of the Company owed to and held or any Restricted Subsidiary in an aggregate outstanding principal amount not greater than 100% of the amount of net cash proceeds received by the Company from Excluded Contributions; (3) Debt supported by a Wholly Owned letter of credit in a principal amount not in excess of the state amount of such letter of credit; (4) Debt of the Company or any Restricted Subsidiary outstanding on the Issue Date; (5) Debt owed by the Company to any Restricted Subsidiary or Debt owed by a Restricted Subsidiary to the Company or a Restricted Subsidiary; provided, however, that: (A) any such Debt owing by the Company or a Subsidiary Guarantor to a Restricted Subsidiary that any subsequent issuance is not a Subsidiary Guarantor shall be expressly subordinated to the prior payment in full in cash of all obligations with respect to the Notes, and (B) upon either the transfer or transfer other disposition by such Restricted Subsidiary or the Company of any Debt so permitted to a Person other than the Company or another Restricted Subsidiary or the issuance (other than directors’ qualifying shares), sale, lease, transfer or other disposition of shares of Capital Stock (including by consolidation or merger) of such Restricted Subsidiary to a Person other than the Company or another Restricted Subsidiary such that results in such Wholly Owned Subsidiary ceasing it ceases to be a Wholly Owned Restricted Subsidiary, the provisions of this clause (5) shall no longer be applicable to such Debt and such Debt shall be deemed to have been Incurred at the time of such transfer or other disposition; (6) Debt consisting of the Notes (other than any Additional Notes); (7) the Subsidiary Guarantees and Guarantees by the Company or any transfer Restricted Subsidiary of any Debt of the Company or a Restricted Subsidiary permitted to be Incurred under this Indenture; (8) Debt of the Company or any of its Restricted Subsidiaries represented by Capital Lease Obligations or purchase money obligations Incurred for the purpose of financing all or any part of the purchase price or cost of construction or improvement of property, plant or equipment used in the business of the Company or such Restricted Subsidiary, in an aggregate principal amount, including all Debt Incurred to refund or refinance any Debt Incurred pursuant to this clause (8), not to exceed, at any one time outstanding, the greater of (i) $150.0 million and (ii) 17.5% of EBITDA determined for the most recently ended Reference Period at the time of Incurrence (it being understood that any Debt Incurred pursuant to this clause (8) shall cease to be deemed Incurred or outstanding for purposes of this clause (8) but shall be deemed Incurred as Ratio Debt from and after the first date on which the Company or such Restricted Subsidiary could have Incurred such Debt as Ratio Debt without reliance on this clause (8)); (9) Debt of the Company or any Restricted Subsidiary consisting of (i) Swap Agreements not entered into for speculative purposes and (ii) Cash Management Agreements entered into in the ordinary course of business; (10) Debt Incurred in connection with Permitted Receivables Financings in an aggregate principal amount outstanding that, immediately after giving effect to the incurrence of such Debt and the use of proceeds thereof, would not exceed the greater of (i) $25.0 million and (ii) 3.0% of EBITDA determined for the most recently ended Reference Period at the time of Incurrence; (11) Permitted Refinancing Debt which is exchanged for or the proceeds of which are used to refinance or refund, or any extension or renewal of Debt Incurred pursuant to Section 4.9(a) and clauses (4), (6), (7), (8), (17) and (18), and this clause (11), of this Section 4.9(b); (12) Obligations arising from agreements by the Company or a Restricted Subsidiary to provide for indemnification, purchase price closing adjustments, deferred purchase price, deferred compensation, earn-outs or other than to a Wholly Owned Subsidiary) shall be deemedsimilar obligations, in each case, Incurred in connection with any Investment or the acquisition or disposition of any business, assets or Subsidiaries; (13) Debt Incurred by the Company or any of its Subsidiaries under performance, bid, surety, release, appeal and similar bonds and statutory obligations, Debt in respect of workers’ compensation, health, disability or other employee benefits or property, casualty or liability insurance, self-insurance obligations, and completion Guarantees (not for borrowed money) provided in the ordinary course of business, pursuant to constitute reimbursement or indemnification obligations, in each case incurred in the issuance ordinary course of business, and reimbursement obligations in respect of any of the foregoing; (14) Debt Incurred in the ordinary course of business in connection with the financing of insurance premiums or take-or-pay obligations contained in supply arrangements; (15) Debt of the Company or any of its Restricted Subsidiaries arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently drawn against insufficient funds in the ordinary course of business; (16) Debt incurred and applied to repay the Notes; (17) Debt in respect of promissory notes issued to current or former officers, directors and employees (or their respective family members, estates or trusts or other entities for the benefit of any of the foregoing) of the Company or its Subsidiaries or any Parent Entity to purchase or redeem Capital Stock or options of the Company in a manner permitted by Section 4.7; (18) Debt Incurred pursuant to sale/leaseback transactions that does not exceed the greater of (i) $25.0 million and (ii) 3.0% of EBITDA determined for the most recently ended Reference Period at the time of Incurrence; (19) Debt of a joint venture to the Company or a Restricted Subsidiary and to the other holders of Capital Stock of, or participants in, such joint venture, so long as the percentage of the aggregate amount of such Debt of such joint venture owed to such holders of its Capital Stock or participants of such joint venture does not exceed the percentage of the aggregate outstanding amount of the Capital Stock of such joint venture held by such holders or such participant’s participation in such joint venture and which, together with any other Debt Incurred pursuant to this clause (19), and including any renewals, extensions, substitutions, refinancings or replacements of such Debt, has an aggregate principal amount not to exceed, at any one time outstanding, the Companygreater of (i) $100.0 million and (ii) 11.5% of EBITDA determined for the most recently ended Reference Period at the time of Incurrence; (320) Debt in respect of letters of credit, bank Guarantees or similar instruments issued to support performance obligations and trade letters of credit (other than obligations in respect of other Debt) in the ordinary course of business and consistent with past practice or industry practices; (21) (i) other Debt of the Company or any Restricted Subsidiary so long as (A) no Event of Default shall have occurred and be continuing or would result therefrom and (B) the Secured Leverage Ratio on a pro forma basis is not greater than 5.00 to 1.00; and (ii) Debt of a Restricted Subsidiary incurred acquired after the Issue Date or an entity merged into or consolidated or amalgamated with the Company or any Restricted Subsidiary after the Issue Date and outstanding on Debt otherwise assumed or prior to Incurred by the date on which Company or any Restricted Subsidiary in connection with the acquisition of assets or equity interests (in each case, including a Permitted Business Acquisition), where such Restricted Subsidiary: acquisition, merger, consolidation or amalgamation, as applicable, is not prohibited by this Indenture, so long as (A) became a Restricted Subsidiary; or the Company would be able to Incur at least $1.00 of additional Debt incurred under Section 4.9(a) or (B) was acquired by the Secured Leverage Ratio of the Company (other would not be greater than Debt issued in connection with, or to provide all or any portion the Secured Leverage Ratio of the funds Company immediately prior to such acquisition, merger, consolidation or credit support utilized to consummateamalgamation, the transaction or series of related transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary or was acquired by the Company); (4) the incurrence by the Company and the Subsidiary Guarantors of Debt represented by the Notes and the related Subsidiary Guarantees to be issued on the date of the this Indenture and the Exchange Notes and the related Subsidiary Guarantees to be issued pursuant to the Registration Rights Agreement; (5) Debt outstanding on the Issue Date (other than Debt described in clause (1), (2), (3) or (4); (6) Refinancing Debt in respect of each case treating all Debt Incurred pursuant to paragraph (a), or pursuant to clause (4) or (5) or this clause (6); (721) Hedging Obligationsas secured by Liens on the assets of the Company; provided, however, that the aggregate outstanding principal amount of Debt incurred under this clause (21) by Restricted Subsidiaries that are not Subsidiary Guarantors, together with respect the aggregate outstanding principal amount of Debt incurred by Restricted Subsidiaries that are not Subsidiary Guarantors pursuant to Interest Rate Agreements and Currency Agreements Section 4.9(a) or clause (if such Currency Agreements relate to Debt22) of this Section 4.9(b), only shall not exceed $200.0 million; (22) Debt of Restricted Subsidiaries that are not Subsidiary Guarantors in an aggregate outstanding principal amount, together with the aggregate outstanding principal amount of Debt incurred by Restricted Subsidiaries that are not Subsidiary Guarantors pursuant to Section 4.9(a) or clause (21) of this Section 4.8(b), not to exceed $200.0 million; (23) Debt that has been defeased or discharged or Debt issued in escrow pursuant to customary escrow arrangements pending the release thereof; (24) to the extent directly constituting Debt, agreements to pay service fees to professionals (including architects, coders, software engineers and designers) in furtherance of and/or in connection with any project, in each case to the extent such agreements and related payment provisions are reasonably consistent with commonly accepted industry practices (provided that no such agreements shall give rise to Debt permitted to be incurred by the Company pursuant to this Indenture; andfor borrowed money); (8) 25) Debt incurred in an aggregate principal amount which, together with all other Debt the ordinary course of business in respect of obligations of the Company or any Restricted Subsidiary to pay the deferred purchase price of goods or services or progress payments in connection with such goods and services; provided that such obligations are incurred in connection with open accounts extended by suppliers on customary trade terms in the Restricted Subsidiaries then outstanding ordinary course of business and not in connection with the borrowing of money or any Swap Agreements; (other than 26) Debt permitted by representing deferred compensation to employees, consultants or independent contractors of the Company (or to the extent such work is done for the Company or its Subsidiaries, any direct or indirect parent thereof) or any Subsidiary incurred in the ordinary course of business; (27) in addition to the items referred to in clauses (1) through (726) above, Debt of the Company or any Restricted Subsidiary which, together with any other outstanding Debt Incurred pursuant to this paragraphclause (27), and including any renewals, extensions, substitutions, refinancings or replacements of such Debt, has an aggregate principal amount not to exceed, at any one time outstanding, the greater of (i) does not exceed $5.0 million. 400.0 million and (ii) 46.5% of EBITDA for the most recently ended Reference Period determined at the time of Incurrence; and (28) all premium (if any, including tender premiums), expenses, defeasance costs, interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in clauses (1) through (27) above. (c) For purposes of determining compliance with with, and the outstanding principal amount of any particular Debt Incurred pursuant to, and in compliance with, this Section 4.09, 4.9: (1) in the event that an item of proposed Debt meets the criteria of more than one of the categories types of Permitted Debt described in clauses (1Sections 4.9(a) through (8) aboveand 4.9(b), or is entitled to be Incurredthe Company, in whole or in partits sole discretion, pursuant to the first paragraph of this Section 4.09, the Company shall be permitted to may classify such item of Debt on the date of Incurrence (or later classify or reclassify such Debt, in its incurrence sole discretion) in any manner that complies with permitted by this Section 4.094.9 and shall only be required to include the amount and type of such Debt in one of such clauses; provided that all Debt outstanding on the Issue Date under the Credit Facilities shall be deemed Incurred under subclause (x) of Section 4.9(b)(1) and may not later be reclassified; (2) Guarantees of, or obligations in respect of letters of credit relating to, Debt which is otherwise included in the determination of a particular amount of Debt shall not be included; (3) the principal amount of any Redeemable Stock or Preferred Stock of the Company or a Restricted Subsidiary will be equal to the greater of the maximum redemption or repurchase price (not including, in either case, any redemption or repurchase premium) or the liquidation preference thereof; (4) Debt permitted by this Section 4.9 need not be permitted solely by reference to one provision permitting such Debt but may be permitted in part by one such provision and in part by one or more other provisions of this Section 4.9 permitting such Debt; (5) any Receivables Sale shall be the amount for which there is recourse to the seller; and (6) the amount of Debt issued at a price that is less than the principal amount thereof will be equal to the amount of the liability in respect thereof determined in accordance with GAAP. (cd) Notwithstanding paragraphs (a) and (b)Accrual of interest, accrual of dividends, the accretion of accreted value, the payment of interest in the form of additional Debt and the payment of dividends in the form of additional shares of Preferred Stock or Redeemable Stock will not be deemed to be an Incurrence of Debt for purposes of this Section 4.9. (e) For purposes of determining compliance with any U.S. dollar-denominated restriction on the Incurrence of Debt, the U.S. dollar-equivalent principal amount of Debt denominated in a foreign currency shall be calculated based on the relevant currency exchange rate in effect on the date such Debt was Incurred, in the case of term Debt, or first committed, in the case of revolving credit Debt; provided that if such Debt is Incurred to refinance other Debt denominated in a foreign currency, and such refinancing would cause the applicable U.S. dollar-dominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing, such U.S. dollar-dominated restriction shall be deemed not to have been exceeded so long as the principal amount of such refinancing Debt does not exceed the principal amount of such Debt being refinanced. Notwithstanding any other provision of this Section 4.9, the maximum amount of Debt that the Company and its Restricted Subsidiaries may Incur pursuant to this Section 4.9 shall not Incur any Debt if be deemed to be exceeded solely as a result of fluctuations in the proceeds thereof are used, directly or indirectly, to repay, prepay, redeem, defease, retire, refund or refinance any Subordinated Obligations unless such Debt will be subordinated to the Notesexchange rate of currencies.

Limitation on Debt. (a) The Company shall will not, and shall will not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, Incur any Debt; provided that the Company or any of its Restricted Subsidiaries may Incur Debt unless the Consolidated EBITDA Coverage Ratio at if, on the date of such the Incurrence, after giving pro forma effect to the Incurrence exceeds 2.0 and the receipt and the application of the proceeds therefrom, the Fixed Charge Coverage Ratio is not less than 2.25 to 1.0; and provided, further, that the amount of Debt Incurred pursuant to this paragraph by Restricted Subsidiaries that are not Guarantors shall not exceed in an aggregate principal amount at any one time outstanding the greater of (i) $50.0 million and (ii) 2.5% of Adjusted Consolidated Net Tangible Assets. (b) The preceding sentence shall not prohibit Notwithstanding the Incurrence of foregoing, the Company and, to the extent provided below, any of Restricted Subsidiary may Incur the following Debt (collectively, "“Permitted Debt"”): (1) Debt Incurred by the Company and any Restricted Subsidiary pursuant to the Credit Agreement or any other revolving credit facility which, when taken together with all letters of credit and the principal amount of all other outstanding Debt Incurred under this clause (1), does not exceed the greater of $100 million and the sum of: (A) 65% of the gross book value of the inventory of the Company and its or a Restricted Subsidiaries; and (B) 85% of the gross book value of the accounts receivable of Subsidiary so long as such Debt is owed to the Company or a Restricted Subsidiary and its which, if the obligor is the Company or a Guarantor, is subordinated in right of payment to the Notes or the Note Guarantees, as applicable; provided, however, that if such Debt is owed to a Restricted SubsidiariesSubsidiary that is not a Guarantor such Debt shall be unsecured and subordinated in right of payment to the Notes; (2) Debt of the Company owed pursuant to and held by a Wholly Owned Subsidiary; provided, however, that any subsequent issuance or transfer of any Capital Stock that results in such Wholly Owned Subsidiary ceasing to be a Wholly Owned Subsidiary or any transfer of such Debt the Notes (other than any Additional Notes) and Debt of the Guarantors pursuant to a Wholly Owned Subsidiary) shall be deemed, in each case, the Note Guarantees (other than with respect to constitute the issuance of such Debt by the Companyany Additional Notes); (3) Debt of the Company or a Restricted Subsidiary incurred (“Permitted Refinancing Debt”) constituting an extension or renewal of, replacement of, or substitution for, or issued in exchange for, or the net proceeds of which are used to repay, redeem, repurchase, refinance or refund, including by way of defeasance (all of the above, for purposes of this clause, “refinance”) then outstanding Debt in an amount not to exceed the principal amount of the Debt so refinanced, plus premiums (including tender premiums), discounts, fees and outstanding on other costs and expenses (including original issue discount, upfront fees or prior to the date on which such Restricted Subsidiarysimilar fees); provided that: (A) became in case the Debt to be refinanced is subordinated in right of payment to the Notes or a Restricted Subsidiary; orNote Guarantee, the new Debt, by its terms or by the terms of any agreement or instrument pursuant to which it is outstanding, is expressly made subordinate in right of payment to the Notes or such Note Guarantee at least to the extent that the Debt to be refinanced is subordinated to the Notes or such Note Guarantee; (B) was acquired the new Debt does not have a Stated Maturity prior to (i) the Stated Maturity of the Debt to be refinanced, and the Average Life of the new Debt is at least equal to the remaining Average Life of the Debt to be refinanced or (ii) the 91st day after the Stated Maturity of the Notes and does not have any scheduled principal payments prior to such date; (C) in no event may Debt of the Company or any Guarantor be refinanced pursuant to this clause by means of any Debt of any Restricted Subsidiary that is not a Guarantor; and (D) Debt Incurred pursuant to clauses (1), (4), (5), (8), (9), (10), (11), (12), (13), (14), (15), (16), (17), (18) and (20) may not be refinanced pursuant to this clause; (4) Debt under Hedging Agreements of the Company or any Restricted Subsidiary entered into in the ordinary course of business or directly related to Debt permitted to be Incurred by the Company or any Restricted Subsidiary pursuant to this Indenture, and in each case not for speculative purposes; (5) Debt of the Company or any Restricted Subsidiary in respect of performance bonds, customs, reimbursement obligations, letters of credit, bankers’ acceptances, deposits, promissory notes, self-insurance obligations, completion guarantees and bid, surety or appeal bonds or hydrocarbons balancing positions provided in the ordinary course of business; (i) Debt of the Company or any Restricted Subsidiary Incurred to finance an acquisition (or other purchase of assets), or (ii) Acquired Debt of the Company or any Restricted Subsidiary; provided, however, in the case of clauses (i) or (ii), that after giving effect to the Incurrence of such Debt pursuant to this clause, either (A) the Company or such Restricted Subsidiary would have been able to Incur $1.00 of additional Debt pursuant to the test set forth in Section 4.09(a); or (B) would not have a lower ratio set forth in Section 4.09(a) immediately after such Incurrence; (7) Debt of the Company or any Restricted Subsidiary outstanding on the Issue Date (including, without limitation, the 7.125% Senior Notes and the 7.500% Senior Notes but other than Debt outstanding under the Facility, the Corporate Revolver or the GoM Term Loan); (8) Debt represented by guarantees of pension fund obligations of the Company or any Restricted Subsidiary required by law or regulation; (9) Debt of the Company or any Restricted Subsidiary Incurred through the provision of bonds, guarantees, letters of credit or similar instruments required by any maritime commission or authority or other governmental or regulatory agencies, including, without limitation, customs authorities; in each case, for vessels owned or chartered by, and in the ordinary course of business of, the Company or any of its Restricted Subsidiaries at any time outstanding not to exceed the amount required by such governmental or regulatory authority; (10) Debt of any cash pooling or other cash management agreements of the Company or any Restricted Subsidiary in place with a bank or financial institution but only to the extent of offsetting credit balances of the Company or any of its Restricted Subsidiaries pursuant to such cash pooling or other cash management; (11) Debt of the Company or any Restricted Subsidiary to the extent that the net proceeds thereof are promptly deposited to defease or to satisfy and discharge the Notes in accordance with this Indenture; (12) Debt of the Company or any of its Restricted Subsidiaries for taxes levied, assessments due and other governmental charges required to be paid as a matter of law or regulation in the ordinary course of business; (13) Guarantees by the Company or any Guarantor of Debt permitted to be Incurred pursuant to this Section 4.09; provided that if such Debt is subordinated in right of payment to the Notes or a Note Guarantee, any such guarantee with respect to such Debt shall be subordinated in right of payment to the Notes and such Note Guarantee; (14) Debt of the Company or any Restricted Subsidiary in respect of (i) self-insurance obligations or captive insurance companies or consisting of the financing of insurance premiums or (ii) take-or-pay obligations contained in supply agreements in the ordinary course of business; (15) Debt of the Company or any Restricted Subsidiary under one or more Credit Facilities, lines of credit or working capital facilities (and any refinancing thereof); provided, however, that the aggregate principal amount of such Debt does not exceed at any one time outstanding the greater of (i) $3.0 billion and (ii) 35.0% of Adjusted Consolidated Net Tangible Assets; (16) Debt of the Company or any Restricted Subsidiary with respect to reimbursement type obligations regarding worker’s compensation claims and Debt and other obligations in respect of deferred compensation of employees Incurred in the ordinary course of business or in connection with any Investment or acquisition (by merger, consolidation or amalgamation or otherwise) permitted under this Indenture; (17) Debt of the Company or any Restricted Subsidiary in the form of customer deposits and advance payments received in the ordinary course of business from customers for purchases in the ordinary course of business; (18) Debt of the Company or any Restricted Subsidiary (and any refinancing thereof) not otherwise permitted hereunder in an aggregate principal amount equal to the aggregate Net Cash Proceeds received by the Company (other than Debt issued in connection with, or to provide all or any portion from a Subsidiary of the funds Company) after the Issue Date from (i) the issuance and/or sale of its Qualified Equity Interests or credit support utilized (ii) as a contribution to consummateits common equity to the extent that such Net Cash Proceeds received from such issuance, the transaction sale or series of related transactions contribution have not been applied to make Restricted Payments pursuant to which such Restricted Subsidiary became a Restricted Subsidiary Section 4.08(a)(3)(B) or was acquired by the CompanySection 4.08(b)(4); (419) the incurrence by the Company and the Subsidiary Guarantors Project Finance Debt of Debt represented by the Notes and the related Subsidiary Guarantees to be issued on the date of the this Indenture and the Exchange Notes and the related Subsidiary Guarantees to be issued pursuant to the Registration Rights Agreementany Restricted Subsidiary; (520) Debt of the Company or a Restricted Subsidiary not otherwise permitted hereunder; provided, however, that the aggregate principal amount of such Debt, and any refinancing thereof, does not exceed in an aggregate principal amount at any one time outstanding on the Issue Date greater of (other than Debt described in clause i) $250.0 million and (1), (2), (3ii) or (4);3.25% of Adjusted Consolidated Net Tangible Assets; and (621) Refinancing Debt in respect of Debt Incurred pursuant to paragraph (a), the Company or pursuant to clause (4) or (5) or this clause (6); (7) Hedging a Restricted Subsidiary consisting of Capital Lease Obligations and Purchase Money Obligations; provided, however, that with respect to Interest Rate Agreements the aggregate principal amount of such Debt, and Currency Agreements (if such Currency Agreements relate to Debt)any refinancing thereof, only to the extent directly related to Debt permitted to be incurred by the Company pursuant to this Indenture; and (8) Debt does not exceed in an aggregate principal amount whichat any one time outstanding the greater of (i) $150.0 million and (ii) 3.0% of Adjusted Consolidated Net Tangible Assets; provided, together further, that such Debt exists at the date of such purchase, lease or improvement, or is created within 365 days thereafter (for the avoidance of doubt, the purchase date for any asset shall be the later of the date of completion of construction or installation and the beginning of the full productive use of such asset); and (22) Debt attributable to (but not Incurred to finance) the exercise of appraisal rights or the settlement of claims or actions (whether actual, contingent or potential) with all other respect to any acquisition (by merger, consolidation or amalgamation or otherwise) permitted under this Indenture. (c) Notwithstanding anything to the contrary in this Section 4.09, the maximum amount of Debt of that the Company and the its Restricted Subsidiaries then may Incur pursuant to this Section 4.09 shall not be deemed to be exceeded, with respect to any outstanding Debt, solely as a result of fluctuations in the exchange rate of currencies. (other than Debt permitted by clauses (1d) through (7) of this paragraph) does not exceed $5.0 million. For purposes of determining compliance with this Section 4.09, in the event that an item of any proposed Debt meets the criteria of more than one of the categories of Permitted Debt described in clauses (1) through (8) above22) of Section 4.09(b), or is entitled to be Incurred, in whole or in part, Incurred pursuant to the first paragraph of this Section 4.094.09(a), the Company shall and its Restricted Subsidiaries will be permitted to classify such item of Debt on at the date time of its incurrence Incurrence in any manner that complies with this Section 4.094.09 or to later reclassify all or a portion of such item of Debt. Any Permitted Refinancing Debt and any Debt permitted to be Incurred under this Indenture to refinance Debt Incurred pursuant to clauses (2), (3), (4), (6), (7), (15), (18), (19), (20) and (21) of Section 4.09(b) shall be deemed to include additional Debt Incurred to pay premiums (including tender premiums), discounts, fees and other costs and expenses (including original issue discount, upfront fees or similar fees) in connection with such refinancing. (ce) Notwithstanding paragraphs (a) and (b), the The Company and its Restricted Subsidiaries shall may not Incur any Debt if that is subordinate in right of payment to other Debt of the proceeds thereof are used, directly or indirectly, to repay, prepay, redeem, defease, retire, refund or refinance any Subordinated Obligations Company unless such Debt is also subordinate in right of payment to the Notes or the relevant guarantee on substantially identical terms; provided, however, that no Debt will be deemed to be subordinated in right of payment to any other Debt of the Company solely by virtue of being unsecured, by virtue of being secured with different collateral or by virtue of being secured on a junior priority basis or by virtue of the applicability of waterfall or other payment ordering provisions affecting different tranches of Debt. (f) The accrual of interest, the accretion or amortization of original issue discount, the payment of regularly scheduled interest in the form of additional Debt of the same instrument or the payment of regularly scheduled dividends on Disqualified Stock in the form of additional Disqualified Stock with the same terms will not be deemed to be an Incurrence of Debt for purposes of this Section 4.09; provided that any such outstanding additional Debt paid in respect of Debt Incurred pursuant to any provision of clause (b) above will be counted as Debt outstanding for purposes of any future Incurrence of Debt pursuant to Section 4.09(a). (g) For purposes of determining compliance with any U.S. dollar-denominated restriction on the Incurrence of Debt, the U.S. dollar-equivalent principal amount of Debt denominated in a non-U.S. currency will be calculated based on the relevant currency exchange rate in effect on the date such Debt was Incurred or, in the case of revolving credit Debt, first committed; provided that if such Debt is Incurred to refinance other Debt denominated in a non-U.S. currency, and such refinancing would cause the applicable U.S. dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing, such U.S. dollar-denominated restriction will be deemed not to have been exceeded so long as the principal amount of such Permitted Refinancing Debt does not exceed the principal amount of such Debt being refinanced. The principal amount of any Debt Incurred to refinance other Debt, if Incurred in a different currency from the Debt being refinanced, will be calculated based on the currency exchange rate applicable to the Notescurrencies in which such Permitted Refinancing Debt is denominated that is in effect on the date of such refinancing.

Limitation on Debt. (a) The Company shall will not, and shall will not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, Incur any Debt; provided that the Company or any of its Restricted Subsidiaries may Incur Debt unless the Consolidated EBITDA Coverage Ratio at if, on the date of such the Incurrence, after giving pro forma effect to the Incurrence exceeds 2.0 and the receipt and the application of the proceeds therefrom, the Fixed Charge Coverage Ratio is not less than 2.25 to 1.0; and provided, further, that the amount of Debt Incurred pursuant to this paragraph by Restricted Subsidiaries that are not Guarantors shall not exceed in an aggregate principal amount at any one time outstanding the greater of (i) $50.0 million and (ii) 2.5% of Adjusted Consolidated Net Tangible Assets. (b) The preceding sentence shall not prohibit Notwithstanding the Incurrence of foregoing, the Company and, to the extent provided below, any of Restricted Subsidiary may Incur the following Debt (collectively, "“Permitted Debt"”): (1) Debt Incurred by the Company and any Restricted Subsidiary pursuant to the Credit Agreement or any other revolving credit facility which, when taken together with all letters of credit and the principal amount of all other outstanding Debt Incurred under this clause (1), does not exceed the greater of $100 million and the sum of: (A) 65% of the gross book value of the inventory of the Company and its or a Restricted Subsidiaries; and (B) 85% of the gross book value of the accounts receivable of Subsidiary so long as such Debt is owed to the Company or a Restricted Subsidiary and its which, if the obligor is the Company or a Guarantor, is subordinated in right of payment to the Notes or the Note Guarantees, as applicable; provided, however, that if such Debt is owed to a Restricted SubsidiariesSubsidiary that is not a Guarantor such Debt shall be unsecured and subordinated in right of payment to the Notes; (2) Debt of the Company owed pursuant to and held by a Wholly Owned Subsidiary; provided, however, that any subsequent issuance or transfer of any Capital Stock that results in such Wholly Owned Subsidiary ceasing to be a Wholly Owned Subsidiary or any transfer of such Debt the Notes (other than any Additional Notes) and Debt of the Guarantors pursuant to a Wholly Owned Subsidiary) shall be deemed, in each case, the Note Guarantees (other than with respect to constitute the issuance of such Debt by the Companyany Additional Notes); (3) Debt of the Company or a Restricted Subsidiary incurred (“Permitted Refinancing Debt”) constituting an extension or renewal of, replacement of, or substitution for, or issued in exchange for, or the net proceeds of which are used to repay, redeem, repurchase, refinance or refund, including by way of defeasance (all of the above, for purposes of this clause, “refinance”) then outstanding Debt in an amount not to exceed the principal amount of the Debt so refinanced, plus premiums (including tender premiums), discounts, fees and outstanding on other costs and expenses (including original issue discount, upfront fees or prior to the date on which such Restricted Subsidiarysimilar fees); provided that: (A) became in case the Debt to be refinanced is subordinated in right of payment to the Notes or a Restricted Subsidiary; orNote Guarantee, the new Debt, by its terms or by the terms of any agreement or instrument pursuant to which it is outstanding, is expressly made subordinate in right of payment to the Notes or such Note Guarantee at least to the extent that the Debt to be refinanced is subordinated to the Notes or such Note Guarantee; (B) was acquired by the new Debt does not have a Stated Maturity prior to (i) the Stated Maturity of the Debt to be refinanced, and the Average Life of the new Debt is at least equal to the remaining Average Life of the Debt to be refinanced or (ii) the 91st day after the Stated Maturity of the Notes and does not have any scheduled principal payments prior to such date; (C) in no event may Debt of the Company (other than Debt issued in connection with, or to provide all or any portion of the funds or credit support utilized to consummate, the transaction or series of related transactions Guarantor be refinanced pursuant to which such this clause by means of any Debt of any Restricted Subsidiary became that is not a Restricted Subsidiary or was acquired by the CompanyGuarantor; and (D) Debt Incurred pursuant to clauses (1), (4), (5), (8), (9), (10), (11), (12), (13), (14), (15), (16), (17), (18) and (20) may not be refinanced pursuant to this clause; (4) Debt under Hedging Agreements of the incurrence Company or any Restricted Subsidiary entered into in the ordinary course of business or directly related to Debt permitted to be Incurred by the Company and the or any Restricted Subsidiary Guarantors of Debt represented by the Notes and the related Subsidiary Guarantees to be issued on the date of the this Indenture and the Exchange Notes and the related Subsidiary Guarantees to be issued pursuant to the Registration Rights Agreementthis Indenture, and in each case not for speculative purposes; (5) Debt of the Company or any Restricted Subsidiary in respect of performance bonds, customs, reimbursement obligations, letters of credit, bankers’ acceptances, deposits, promissory notes, self-insurance obligations, completion guarantees and bid, surety or appeal bonds or Hydrocarbons balancing positions provided in the ordinary course of business; (i) Debt of the Company or any Restricted Subsidiary Incurred to finance an acquisition (or other purchase of assets), or (ii) Acquired Debt of the Company or any Restricted Subsidiary; provided, however, in the case of clauses (i) or (ii), that after giving effect to the Incurrence of such Debt pursuant to this clause, either (A) the Company or such Restricted Subsidiary would have been able to Incur $1.00 of additional Debt pursuant to the test set forth in ‎Section 4.09(a); or (B) would not have a lower ratio set forth in ‎Section 4.09(a) immediately after such Incurrence; (7) Debt of the Company or any Restricted Subsidiary outstanding on the Issue Date (other than Debt described in clause (1)outstanding under the Facility, (2), (3) the Corporate Revolver or (4the LC Facility); (68) Debt represented by guarantees of pension fund obligations of the Company or any Restricted Subsidiary required by law or regulation; (9) Refinancing Debt of the Company or any Restricted Subsidiary Incurred through the provision of bonds, guarantees, letters of credit or similar instruments required by any maritime commission or authority or other governmental or regulatory agencies, including, without limitation, customs authorities; in each case, for vessels owned or chartered by, and in the ordinary course of business of, the Company or any of its Restricted Subsidiaries at any time outstanding not to exceed the amount required by such governmental or regulatory authority; (10) Debt of any cash pooling or other cash management agreements of the Company or any Restricted Subsidiary in place with a bank or financial institution but only to the extent of offsetting credit balances of the Company or any of its Restricted Subsidiaries pursuant to such cash pooling or other cash management; (11) Debt of the Company or any Restricted Subsidiary to the extent that the net proceeds thereof are promptly deposited to defease or to satisfy and discharge the Notes in accordance with this Indenture; (12) Debt of the Company or any of its Restricted Subsidiaries for taxes levied, assessments due and other governmental charges required to be paid as a matter of law or regulation in the ordinary course of business; (13) Guarantees by the Company or any Guarantor of Debt permitted to be Incurred pursuant to this ‎Section 4.09; provided that if such Debt is subordinated in right of payment to the Notes or a Note Guarantee, any such guarantee with respect to such Debt shall be subordinated in right of payment to the Notes and such Note Guarantee; (14) Debt of the Company or any Restricted Subsidiary in respect of (i) self-insurance obligations or captive insurance companies or consisting of the financing of insurance premiums or (ii) take-or-pay obligations contained in supply agreements in the ordinary course of business; (15) Debt of the Company or any Restricted Subsidiary under one or more Credit Facilities, lines of credit or working capital facilities (and any refinancing thereof); provided, however, that the aggregate principal amount of such Debt does not exceed at any one time outstanding the greater of (i) $3.0 billion and (ii) 35.0% of Adjusted Consolidated Net Tangible Assets; (16) Debt of the Company or any Restricted Subsidiary with respect to reimbursement type obligations regarding worker’s compensation claims and Debt and other obligations in respect of deferred compensation of employees Incurred in the ordinary course of business or in connection with any Investment or acquisition (by merger, consolidation or amalgamation or otherwise) permitted under this Indenture; (17) Debt of the Company or any Restricted Subsidiary in the form of customer deposits and advance payments received in the ordinary course of business from customers for purchases in the ordinary course of business; (18) Debt of the Company or any Restricted Subsidiary (and any refinancing thereof) not otherwise permitted hereunder in an aggregate principal amount equal to the aggregate Net Cash Proceeds received by the Company (other than from a Subsidiary of the Company) after the Issue Date from (i) the issuance and/or sale of its Qualified Equity Interests or (ii) as a contribution to its common equity to the extent that such Net Cash Proceeds received from such issuance, sale or contribution have not been applied to make Restricted Payments pursuant to paragraph (a), or pursuant to clause (4‎Section 4.08(a)(3)(B) or (5) or this clause (6‎Section 4.08(b)(4); (719) Hedging Project Finance Debt of any Restricted Subsidiary; (20) Debt of the Company or a Restricted Subsidiary not otherwise permitted hereunder; provided, however, that the aggregate principal amount of such Debt, and any refinancing thereof, does not exceed in an aggregate principal amount at any one time outstanding the greater of (i) $250.0 million and (ii) 3.25% of Adjusted Consolidated Net Tangible Assets; and (21) Debt of the Company or a Restricted Subsidiary consisting of Capitalized Lease Obligations and Purchase Money Obligations; provided, however, that with respect to Interest Rate Agreements the aggregate principal amount of such Debt, and Currency Agreements (if such Currency Agreements relate to Debt)any refinancing thereof, only to the extent directly related to Debt permitted to be incurred by the Company pursuant to this Indenture; and (8) Debt does not exceed in an aggregate principal amount whichat any one time outstanding the greater of (i) $150.0 million and (ii) 3.0% of Adjusted Consolidated Net Tangible Assets; provided, together further, that such Debt exists at the date of such purchase, lease or improvement, or is created within 365 days thereafter (for the avoidance of doubt, the purchase date for any asset shall be the later of the date of completion of construction or installation and the beginning of the full productive use of such asset); and (22) Debt attributable to (but not Incurred to finance) the exercise of appraisal rights or the settlement of claims or actions (whether actual, contingent or potential) with all other respect to any acquisition (by merger, consolidation or amalgamation or otherwise) permitted under this Indenture. (c) Notwithstanding anything to the contrary in this ‎Section 4.09, the maximum amount of Debt of that the Company and the its Restricted Subsidiaries then may Incur pursuant to this ‎Section 4.09 shall not be deemed to be exceeded, with respect to any outstanding Debt, solely as a result of fluctuations in the exchange rate of currencies. (other than Debt permitted by clauses (1d) through (7) of this paragraph) does not exceed $5.0 million. For purposes of determining compliance with this Section ‎Section 4.09, in the event that an item of any proposed Debt meets the criteria of more than one of the categories of Permitted Debt described in clauses (1) through (8) above22) of ‎Section 4.09(b), or is entitled to be Incurred, in whole or in part, Incurred pursuant to the first paragraph of this Section 4.09‎Section 4.09(a), the Company shall and its Restricted Subsidiaries will be permitted to classify such item of Debt on at the date time of its incurrence Incurrence in any manner that complies with this Section 4.09‎Section 4.09 or to later reclassify all or a portion of such item of Debt. Any Permitted Refinancing Debt and any Debt permitted to be Incurred under this Indenture to refinance Debt Incurred pursuant to clauses (2), (3), (4), (6), (7), (15), (18), (19), (20) and (21) of ‎Section 4.09(b) shall be deemed to include additional Debt Incurred to pay premiums (including tender premiums), discounts, fees and other costs and expenses (including original issue discount, upfront fees or similar fees) in connection with such refinancing. (ce) Notwithstanding paragraphs (a) and (b), the The Company and its Restricted Subsidiaries shall may not Incur any Debt if that is subordinate in right of payment to other Debt of the proceeds thereof are used, directly or indirectly, to repay, prepay, redeem, defease, retire, refund or refinance any Subordinated Obligations Company unless such Debt is also subordinate in right of payment to the Notes or the relevant guarantee on substantially identical terms; provided, however, that no Debt will be deemed to be subordinated in right of payment to any other Debt of the Company solely by virtue of being unsecured, by virtue of being secured with different collateral or by virtue of being secured on a junior priority basis or by virtue of the applicability of waterfall or other payment ordering provisions affecting different tranches of Debt. (f) The accrual of interest, the accretion or amortization of original issue discount, the payment of regularly scheduled interest in the form of additional Debt of the same instrument or the payment of regularly scheduled dividends on Disqualified Stock in the form of additional Disqualified Stock with the same terms will not be deemed to be an Incurrence of Debt for purposes of this ‎Section 4.09; provided that any such outstanding additional Debt paid in respect of Debt Incurred pursuant to any provision of clause (b) above will be counted as Debt outstanding for purposes of any future Incurrence of Debt pursuant to ‎Section 4.09(a). (g) For purposes of determining compliance with any U.S. dollar-denominated restriction on the Incurrence of Debt, the U.S. dollar-equivalent principal amount of Debt denominated in a non-U.S. currency will be calculated based on the relevant currency exchange rate in effect on the date such Debt was Incurred or, in the case of revolving credit Debt, first committed; provided that if such Debt is Incurred to refinance other Debt denominated in a non-U.S. currency, and such refinancing would cause the applicable U.S. dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing, such U.S. dollar-denominated restriction will be deemed not to have been exceeded so long as the principal amount of such Permitted Refinancing Debt does not exceed the principal amount of such Debt being refinanced. The principal amount of any Debt Incurred to refinance other Debt, if Incurred in a different currency from the Debt being refinanced, will be calculated based on the currency exchange rate applicable to the Notescurrencies in which such Permitted Refinancing Debt is denominated that is in effect on the date of such refinancing.

Limitation on Debt. (a) The Company shall Issuer will not, and shall will not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, Incur any Debt unless (including any Acquired Debt) or Disqualified Stock, and will not permit any of its Restricted Subsidiaries that are not Guarantors to Incur any Preferred Stock (other than Disqualified Stock or Preferred Stock of Restricted Subsidiaries held by the Consolidated EBITDA Coverage Ratio at Issuer or a Restricted Subsidiary, so long as it is so held); provided that the Issuer or any Restricted Subsidiary that is a Guarantor may Incur Debt (including any Acquired Debt) or Disqualified Stock and any Restricted Subsidiary may Incur Preferred Stock if, on the date of such the Incurrence, on a pro forma basis (including after giving effect to the Incurrence exceeds and the receipt and application of the proceeds therefrom), the Fixed Charge Coverage Ratio is not less than 2.0 to 1.01.0 (the “Fixed Charge Coverage Test”). (b) The preceding sentence shall not prohibit Notwithstanding the Incurrence of foregoing, the Issuer and, to the extent provided below, any of Restricted Subsidiary may Incur the following Debt (collectively, "“Permitted Debt"”): (1) Debt Incurred by (“Permitted Bank Debt”) of the Company and Issuer or any Restricted Subsidiary that is a Guarantor pursuant to Credit Facilities (and, without duplication, Guarantees of such Debt by the Credit Agreement Issuer or any other revolving credit facility whichRestricted Subsidiary that is a Guarantor); provided that the aggregate principal amount at any time outstanding does not exceed $1,225.0 million, when taken together with all letters less (i) any amount of credit such Debt permanently repaid as provided under Section 4.10 hereof and (ii) the outstanding principal amount of all other outstanding Debt Incurred under this clause (1), does not exceed the greater of $100 million and the sum of: (A) 65% of the gross book value of the inventory of the Company and its Restricted Subsidiaries; and (B) 85% of the gross book value of the accounts receivable of the Company and its Restricted Subsidiariesany Permitted Receivables Financing; (2) Debt of the Company Issuer or any Restricted Subsidiary to the Issuer or any Restricted Subsidiary so long as such Debt continues to be owed to the Issuer or a Restricted Subsidiary and held by which, if the obligor is the Issuer or a Wholly Owned SubsidiaryGuarantor and such Debt is owed to a non-Guarantor, is subordinated in right of payment to the Notes or the Note Guarantee of such Guarantor, as applicable; provided, howeverprovided further, that any subsequent issuance or transfer of any Capital Stock that event which results in any such Wholly Owned Debt being owed to a Person other than the Issuer or a Restricted Subsidiary ceasing shall be deemed to be a Wholly Owned Subsidiary or any transfer an Incurrence of such Debt not permitted by this clause (other than to a Wholly Owned Subsidiary) shall be deemed, in each case, to constitute the issuance of such Debt by the Company2); (3) Debt of a Restricted Subsidiary incurred and outstanding on or prior the Issuer pursuant to the date on which such Restricted Subsidiary: (A) became a Restricted Subsidiary; or (B) was acquired by the Company Notes (other than Additional Notes) and Debt issued in connection with, or of any Guarantor pursuant to provide all or any portion a Note Guarantee of the funds or credit support utilized to consummate, the transaction or series of related transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary or was acquired by the Company)Notes (including Additional Notes) and Exchange Notes (and Note Guarantees) in respect thereof; (4) Debt, Disqualified Stock or Preferred Stock (“Permitted Refinancing Debt”) of the incurrence Issuer or any Restricted Subsidiary constituting an extension or renewal of, replacement of, or substitution for, or issued in exchange for, or the net proceeds of which are used (or will be used within 90 days) to repay, redeem, repurchase, refinance or refund, including by way of tender, defeasance, discharge or other acquisition or retirement for value (all of the above, for purposes of this clause, “refinance”) then outstanding Debt, Disqualified Stock or Preferred Stock in an amount not to exceed the principal amount, accreted value, stated value or liquidation value, as applicable, of the Debt, Disqualified Stock or Preferred Stock so refinanced, plus all accrued and unpaid interest or dividends, premiums, fees and expenses; provided that (A) to the extent the Debt, Disqualified Stock or Preferred Stock to be refinanced is subordinated or pari passu in right of payment to the Notes or the Note Guarantee, as applicable, the new Debt, Disqualified Stock or Preferred Stock by its terms or by the Company and terms of any agreement or instrument pursuant to which it is outstanding, is expressly made, in the Subsidiary Guarantors case of Debt represented by Debt, Disqualified Stock or Preferred Stock that is subordinated in right of payment, subordinate and, in the case of Debt, Disqualified Stock or Preferred Stock that is pari passu in right of payment, pari passu or subordinate, in right of payment to the Notes and at least to the related Subsidiary Guarantees extent that the Debt, Disqualified Stock or Preferred Stock to be issued refinanced is subordinated or pari passu in right of payment to the Notes on terms, taken as a whole, that are at least as favorable, in all material respects (in the date good faith judgment of the this Indenture and Issuer) to Holders as those contained in the Exchange Notes and documents governing the related Subsidiary Guarantees to be issued pursuant to the Registration Rights AgreementDebt, Disqualified Stock or Preferred Stock being refinanced; (5B) Debt outstanding on the Issue Date new Debt, Disqualified Stock or Preferred Stock does not have a Stated Maturity prior to the earlier of (other i) the Stated Maturity of the Debt, Disqualified Stock or Preferred Stock to be refinanced and (ii) 91 days after the Stated Maturity of the Notes, and the new Debt, Disqualified Stock or Preferred Stock has an Average Life at the time of Incurrence that is not less than Debt described the Average Life of the Debt, Disqualified Stock or Preferred Stock being refinanced; (C) in no event may Debt, Disqualified Stock or Preferred Stock of the Issuer or any Guarantor be refinanced pursuant to this clause by means of any Debt, Disqualified Stock or Preferred Stock of any Restricted Subsidiary that is not a Guarantor; (D) Debt, Disqualified Stock or Preferred Stock Incurred pursuant to clauses (1), (2), (35), (6), (8) (but only the Applebee’s and IHOP Notes not tendered to the Issuer in connection with the Tender Offers), (10), (11), (13), (14), (16), (17) or and (18) of this Section 4.04(b) may not be refinanced pursuant to this clause (4); and (E) no Debt may be issued to refinance Disqualified Stock or Preferred Stock; (5) Hedging Agreements of the Issuer or any Restricted Subsidiary entered into in the ordinary course of business and not for speculation; (6) Refinancing Debt of the Issuer or any Restricted Subsidiary with respect to (A) letters of credit, bank guarantees, bankers’ acceptances or similar instruments issued or created in respect the ordinary course of Debt Incurred business and not supporting other Debt, including those supporting performance, bid surety or appeal bonds or completion guarantees and similar obligations, workers’ compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other reimbursement-type obligations regarding the foregoing or otherwise owed to any Person pursuant to paragraph (a)any reimbursement or indemnification obligations with respect to the foregoing, and letters of credit in connection with the maintenance of, or pursuant to clause the requirements of, environmental or other permits or licenses from governmental authorities, or other Debt with respect to reimbursement type obligations regarding workers’ compensation claims and (4B) indemnification, adjustment of purchase price, earn-out or (5) similar obligations incurred in connection with the acquisition or this clause (6)disposition of any business or assets; (7) Hedging ObligationsAcquired Debt; provided, however, that with respect to Interest Rate Agreements and Currency Agreements (if such Currency Agreements relate to Debt), only after giving effect to the extent directly related Incurrence thereof, (i) the Issuer could Incur at least $1.00 of Debt under the Fixed Charge Coverage Test or (ii) the Fixed Charge Coverage Ratio would be greater than the Fixed Charge Coverage Ratio immediately prior to Debt permitted to be incurred by the Company pursuant to this Indenture; andsuch Incurrence; (8) Debt (a) Debt, Guarantees or other obligations in an aggregate principal amount whichconnection with the Applebee’s Sale-Leaseback Transactions (which Debt, together with all Guarantees or other Debt obligations, for the avoidance of the Company and the Restricted Subsidiaries then outstanding doubt, shall be subject to clause (other than Debt permitted by clauses (1) through (716)(a) of this paragraph) does not exceed $5.0 million. For purposes of determining compliance with this Section 4.09, in the event that an item of proposed Debt meets the criteria of more than one of the categories of Permitted Debt described in clauses (1) through (8) above, or is entitled to be Incurred, in whole or in part, pursuant to the first paragraph of this Section 4.09, the Company shall be permitted to classify such item of Debt on the date of its incurrence in any manner that complies with this Section 4.09. (c) Notwithstanding paragraphs (a4.04(b)) and (b) Debt, Disqualified Stock or Preferred Stock of the Issuer or any Restricted Subsidiary outstanding on the Issue Date (other than Guarantees existing on the Issue Date by the Issuer or any Restricted Subsidiary of lease obligations of franchisees or other Debt of franchisees (which Guarantees, in the case of this clause (b), for the Company and its Restricted Subsidiaries avoidance of doubt, shall not Incur any Debt if the proceeds thereof are used, directly or indirectly, be subject to repay, prepay, redeem, defease, retire, refund or refinance any Subordinated Obligations unless such Debt will be subordinated to the Notes.clause (16)(b) of this Section 4.04(b)));

Limitation on Debt. Neither the Company nor any Subsidiary will create, incur, assume or suffer to exist any Debt, except: (a) The Debt owed to the Company or to another Subsidiary; provided that any such Debt owed by any Obligor to any Subsidiary that is not an Obligor shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, Incur any Debt unless be subordinated to the Consolidated EBITDA Coverage Ratio at the date obligations of such Incurrence exceeds 2.0 Obligor under the Loan Documents on customary terms satisfactory to 1.0.the Administrative Agent; (b) The preceding sentence shall not prohibit Debt under the Incurrence Loan Documents; (c) Debt consisting of any non-contingent reimbursement obligations of the following Debt (collectively, "Permitted Debt"): (1) Debt Incurred by the Company and any Restricted Subsidiary pursuant to the Credit Agreement or any other revolving credit facility which, when taken together with all under trade letters of credit (other than any Letter of Credit) which reimbursement obligations are outstanding no more than one Domestic Business Day, and the principal amount of all other outstanding Debt Incurred under this clause (1), does not exceed the greater of $100 million and the sum of: (A) 65% of the gross book value of the inventory of the Company and its Restricted Subsidiaries; and (B) 85% of the gross book value of the accounts receivable of the Company and its Restricted SubsidiariesGuarantees thereof by any Subsidiary Guarantor; (2d) unsecured Debt of the Company owed to (excluding Debt outstanding under the Existing Credit Agreement) outstanding at February 2, 2008 and held reflected on the balance sheet of the Company at February 2, 2008 and Guarantees thereof by a Wholly Owned Subsidiarythe Subsidiary Guarantors; provided, however, provided that any subsequent issuance or transfer of any Capital Stock that results in such Wholly Owned Subsidiary ceasing Guarantee shall be subordinated to be a Wholly Owned Subsidiary or any transfer the obligations of such Debt (other than to a Wholly Owned Subsidiary) shall be deemed, in each case, to constitute Subsidiary Guarantor under the issuance of such Debt Loan Documents on customary capital markets terms approved by the Companybank affiliate of each Joint Lead Arranger; (3e) Permitted Additional Debt; provided that the aggregate principal amount of Debt of a Restricted Subsidiary incurred and outstanding on or prior to the date on which such Restricted Subsidiary: (A) became a Restricted Subsidiary; or (B) was acquired by the Company (other than Debt issued in connection with, or to provide all or at any portion of the funds or credit support utilized to consummate, the transaction or series of related transactions time pursuant to which such Restricted Subsidiary became a Restricted Subsidiary or was acquired by the Company); (4) the incurrence by the Company and the Subsidiary Guarantors of Debt represented by the Notes and the related Subsidiary Guarantees to be issued on the date of the this Indenture and the Exchange Notes and the related Subsidiary Guarantees to be issued pursuant to the Registration Rights Agreement; (5) Debt outstanding on the Issue Date (other than Debt described in clause (1), (2), (3) or (4); (6) Refinancing Debt in respect of Debt Incurred pursuant to paragraph (a), or pursuant to clause (4) or (5) or this clause (6); e) shall not exceed (7x) Hedging Obligations; provided, however, that with respect to Interest Rate Agreements and Currency Agreements $128,600,000 minus (if such Currency Agreements relate to Debt), only to y) the extent directly related to Debt permitted to be incurred by the Company pursuant to this Indenture; and (8) Debt in an aggregate principal amount which, together with all other of Debt outstanding at such time under the Company’s existing 8.50% debentures payable 2022 (the “Existing Debentures”). “Permitted Additional Debt” means Debt of the Company (i) having a maturity date and weighted average life to maturity not earlier than the Restricted Subsidiaries latest maturity date and weighted average life to maturity (respectively) of the Loans then outstanding outstanding, (ii) with respect to which no Person, other than Debt permitted by clauses the Company, is a guarantor or co-obligor and (1iii) through with terms and conditions (7including as to collateral but excluding as to interest rates and redemption premium, if applicable) of this paragraph) does not exceed $5.0 million. For purposes of determining compliance with this Section 4.09, in materially less favorable to the event that an item of proposed Debt meets Company or the criteria of more Banks than one the terms and conditions of the categories of Permitted Debt described in clauses (1) through (8) above, or is entitled to be Incurred, in whole or in part, pursuant to the first paragraph of this Section 4.09, the Company shall be permitted to classify such item of Debt on the date of its incurrence in any manner that complies with this Section 4.09. (c) Notwithstanding paragraphs (a) and (b), the Company and its Restricted Subsidiaries shall not Incur any Debt if the proceeds thereof are used, directly or indirectly, to repay, prepay, redeem, defease, retire, refund or refinance any Subordinated Obligations unless such Debt will be subordinated to the Notes.Existing Debentures; and

Limitation on Debt. (a) The Company shall may not, and shall may not permit any Restricted Subsidiary toof the Company, directly Restricted Affiliate or indirectly, Restricted Subsidiary of a Restricted Affiliate to Incur any Debt Debt, unless the Consolidated EBITDA Debt Coverage Ratio at for the date of such Incurrence exceeds 2.0 most recently completed fiscal quarter for which financial statements are available would be less than 7.0 to 1.0. (b) The preceding sentence shall not prohibit 1. Notwithstanding the Incurrence of any of foregoing limitation, the following Debt (collectively, "Permitted Debt"):may be Incurred: (1) Debt Incurred by under the Company Credit Facility in an aggregate principal amount at any one time not to exceed $200 million, and any Restricted Subsidiary pursuant to renewal, extension, refinancing, refunding, substitution or replacement thereof in an amount which, together with any amount remaining outstanding or committed under the Credit Agreement Facility or any other revolving credit facility which, when taken together with all letters of credit and the principal amount of all other outstanding Debt Incurred under this clause (1)successor agreement, does not exceed the greater of $100 million and amount outstanding or committed under the sum of: (A) 65% of the gross book value of the inventory of the Company and its Restricted Subsidiaries; and (B) 85% of the gross book value of the accounts receivable of the Company and its Restricted SubsidiariesCredit Facility or such successor agreement immediately prior to such renewal, extension, refinancing, refunding, substitution or replacement; (2) the original issuance by the Company of the Debt evidenced by the Securities; (3) Debt (other than Debt described in another clause of Section 10.08) outstanding, committed or mandated on the date of the Indenture, including but not limited to the 13-1/2% Notes; (4) Debt owed by the Company to any Wholly Owned Restricted Subsidiary of the Company or Debt owed to and held by a Wholly Owned SubsidiaryRestricted Subsidiary of the Company, Restricted Affiliate or Restricted Subsidiary of a Restricted Affiliate to the Company, a Restricted Subsidiary of the Company or a Restricted Affiliate or, in the case of Debt of a Restricted Subsidiary of a Restricted Affiliate, to another Restricted Subsidiary of such Restricted Affiliate; provided, however, that any subsequent issuance upon either (A) the transfer or transfer other disposition by the Company or such Restricted Subsidiary, Restricted Affiliate or Restricted Subsidiary of a Restricted Affiliate of any Capital Stock that results in Debt so permitted to a Person other than the Company or another Restricted Subsidiary of the Company or Restricted Affiliate or Restricted Subsidiary of a Restricted Affiliate or (B) such Wholly Owned Restricted Subsidiary, Restricted Affiliate or Restricted Subsidiary of a Restricted Affiliate ceasing to be a Wholly Owned Restricted Subsidiary or any transfer of such Debt (other than to a Wholly Owned Subsidiary) shall be deemed, in each case, to constitute the issuance of such Debt by the Company; (3) Debt , Restricted Affiliate or Restricted Subsidiary of a Restricted Subsidiary incurred and outstanding on or prior to the date on which such Restricted Subsidiary: (A) became a Restricted Subsidiary; or (B) was acquired by the Company (other than Debt issued in connection with, or to provide all or any portion of the funds or credit support utilized to consummateAffiliate, the transaction or series provisions of related transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary or was acquired by the Company); this clause (4) shall no longer be applicable to such Debt and such Debt shall be deemed to have been Incurred at the incurrence by the Company and the Subsidiary Guarantors time of Debt represented by the Notes and the related Subsidiary Guarantees to be issued on the date of the this Indenture and the Exchange Notes and the related Subsidiary Guarantees to be issued pursuant to the Registration Rights Agreementsuch transfer or other disposition; (5) Debt outstanding on the Issue Date (other than Debt described in clause (1), (2), (3) or (4); (6) Refinancing Debt in respect of Debt Incurred pursuant to paragraph (a), or pursuant to clause (4) or (5) or this clause (6); (7) Hedging Obligations; provided, however, that with respect to Interest Rate Agreements and Currency Agreements (if such Currency Agreements relate to Debt), only to the extent directly related to Debt permitted to be incurred Guarantees by the Company pursuant of Debt of a Subsidiary or Minority Owned Affiliate of the Company; provided that the Company then holds cash or Cash Equivalents not subject to this Indenture; and (8) Debt any pledge, security interest or other encumbrance in an aggregate principal amount which, together with all other Debt equal to not less than 100% of the Company and the Restricted Subsidiaries amount of all such Guarantees then outstanding (other than outstanding; provided further, that if any such Guarantee relates to Debt permitted by incurred in reliance on one or more of clauses (1) through (74) of this paragraph) does not exceed $5.0 million. For purposes of determining compliance with this Section 4.09, in the event that an item of proposed Debt meets the criteria of more than one of the categories of Permitted Debt described in above or clauses (16) through (8) above10) below, the amount of such cash or is entitled Cash Equivalents held by the Company may be reduced by an amount equal to be Incurredthe amount of such Guaranteed Debt Incurred in reliance on such clause or clauses and provided further, that if at any time the aggregate amount of such Guarantees Incurred in whole reliance on this clause (5) exceeds the aggregate amount of such cash or in part, Cash Equivalents so held by the Company (plus the amount of any reduction pursuant to the first paragraph of this Section 4.09, the Company shall be permitted to classify such item of Debt on the date of its incurrence in any manner that complies with this Section 4.09. (c) Notwithstanding paragraphs (a) and (bforegoing provision), the Company and its Restricted Subsidiaries provisions of this clause (5) shall not Incur any Debt if the proceeds thereof are used, directly or indirectly, no longer be applicable to repay, prepay, redeem, defease, retire, refund or refinance any Subordinated Obligations unless such Debt will be subordinated Guarantees to the Notes.extent of such excess and an amount of such Guarantees equal to the amount of such excess shall be deemed to have been Incurred at the time such deficiency arose (this third proviso shall be applied successively whenever the amount of such cash and Cash Equivalents decreases);

Limitation on Debt. (a) The Company shall Company (1) will not, and shall will not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, Incur any Debt; and (2) will not permit any of its Restricted Subsidiaries that is not a Guarantor to Incur any Preferred Stock (other than Preferred Stock of Restricted Subsidiaries held by the Company or a Restricted Subsidiary, so long as it is so held); provided that the Company or any Restricted Subsidiary may Incur Debt unless the Consolidated EBITDA Coverage Ratio at and any Restricted Subsidiary that is not a Guarantor may Incur Preferred Stock if, on the date of such the Incurrence, after giving effect to the Incurrence exceeds 2.0 to 1.0and the receipt and application of the proceeds therefrom, the Fixed Charge Coverage Ratio is not less than 2.0:1.0. (b) The preceding sentence shall not prohibit Notwithstanding the Incurrence of foregoing, the Company and, to the extent provided below, any of Restricted Subsidiary may Incur the following Debt (collectively, "“Permitted Debt"”): (1) Debt Incurred by (“Permitted Bank Debt”) of the Company and or any Restricted Subsidiary Guarantor pursuant to Credit Facilities; provided that the Credit Agreement or any other revolving credit facility which, when taken together with all letters of credit and the aggregate principal amount of all other at any time outstanding Debt Incurred under this clause (1), does not exceed the greater $1,500.0 million, less any amount of $100 million and the sum of: (A) 65% of the gross book value of the inventory of the Company and its Restricted Subsidiaries; and (B) 85% of the gross book value of the accounts receivable of the Company and its Restricted Subsidiariessuch Debt permanently repaid as provided under Section 4.12; (2) Debt of the Company or any Restricted Subsidiary to the Company or any Restricted Subsidiary so long as such Debt continues to be owed to and held by the Company or a Wholly Owned Restricted Subsidiary; provided, however, that any subsequent issuance or transfer of any Capital Stock that results in such Wholly Owned Subsidiary ceasing to be a Wholly Owned Subsidiary or any transfer of such Debt (other than to a Wholly Owned Subsidiary) shall be deemed, in each case, to constitute the issuance of such Debt by the Company; (3) Debt of a Restricted Subsidiary incurred and outstanding on or prior the Company pursuant to the date on which such Restricted Subsidiary: (A) became a Restricted Subsidiary; or (B) was acquired by the Company Notes (other than Additional Notes, but including Exchange Notes in respect of Notes and Additional Notes) and Debt issued in connection with, or of any Guarantor pursuant to provide all or any portion a Note Guaranty of the funds or credit support utilized to consummate, the transaction or series of related transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary or was acquired by the CompanyNotes (including Additional Notes and Exchange Notes); (4) Debt (“Permitted Refinancing Debt”) constituting an extension or renewal of, replacement of, or substitution for, or issued in exchange for, or the incurrence net proceeds of which are used to repay, redeem, repurchase, refinance or refund, including by way of defeasance (all of the above, for purposes of this clause, “refinance”) then outstanding Debt in an amount not to exceed the principal amount of the Debt so refinanced, plus premiums, fees and expenses; provided that (A) in case the Debt to be refinanced is Subordinated Debt, the new Debt, by its terms or by the Company terms of any agreement or instrument pursuant to which it is outstanding is expressly made subordinate in right of payment to the Notes at least to the extent that the Debt to be refinanced is subordinated to the Notes, (B) the new Debt either does not have a Stated Maturity prior to the Stated Maturity of the Debt to be refinanced or has a Stated Maturity at least 91 days after the maturity of the Notes, and the Subsidiary Guarantors Average Life of the new Debt represented by is at least equal to the Notes and remaining Average Life of the related Subsidiary Guarantees Debt to be issued on the date refinanced, (C) in no event may Debt of the this Indenture and the Exchange Notes and the related Subsidiary Guarantees to Company or any Guarantor be issued refinanced pursuant to the Registration Rights Agreement;this clause by means of any Debt of any Restricted Subsidiary that is not a Guarantor, and (5D) Debt outstanding on the Issue Date (other than Debt described in clause Incurred pursuant to clauses (1), (2), (35), (6), (9), (10), (12), (13), (14) and (15) may not be refinanced pursuant to this clause; (5) Hedging Agreements of the Company or (4)any Restricted Subsidiary entered into in the ordinary course of business for the purpose of limiting risks associated with the business of the Company and its Restricted Subsidiaries and not for speculation; (6) Refinancing Debt of the Company or any Restricted Subsidiary incurred in respect of workers’ compensation claims and self-insurance obligations and with respect to letters of credit and bankers’ acceptances issued in the ordinary course of business and not supporting Debt, including letters of credit for operating purposes or completion guarantees or supporting indemnity, bid, warranty, performance, surety, appeal or similar bonds, or indemnification, adjustment of purchase price or similar obligations incurred in connection with the acquisition or disposition of any business or assets; (7) Debt of the Company or any Restricted Subsidiary (a) that is outstanding on the Issue Date or will be Incurred on or prior to the Completion Date as a result of the Transactions or (b) Incurred under the Interim Ordinary Course Transactions (and, for purposes of clause (4)(D), not otherwise constituting Permitted Debt); provided that no Debt for borrowed money Incurred under clause (b) shall remain outstanding following the Spin-Off Date; (8) Acquired Debt; provided that, after giving effect to the incurrence thereof, (A) the Company could incur at least $1.00 of Debt pursuant to paragraph (a), or pursuant ) above or (B) the Fixed Charge Coverage Ratio of the Company would be greater than such ratio immediately prior to clause (4) or (5) or this clause (6)such incurrence; (79) Hedging Obligations; provided, however, that with respect to Interest Rate Agreements and Currency Agreements (if such Currency Agreements relate to Debt), only to the extent directly related to Debt permitted to be incurred by Obligations of the Company or any Restricted Subsidiary in respect of customer advances received and held in the ordinary course of business; (10) Debt of the Company and any of its Restricted Subsidiaries consisting of (i) the financing of insurance premiums or (ii) take-or-pay obligations contained in supply arrangements, in each case, incurred in the ordinary course of business; (11) Debt of the Company or any Restricted Subsidiary, which may include Capital Leases, mortgage financings or purchase money obligations, Incurred on or after the Issue Date no later than 180 days after the date of purchase or completion of construction or improvement of property, plant or equipment for the purpose of financing all or any part of the purchase price or cost of construction or improvement; provided that the aggregate principal amount of any Debt (including the aggregate outstanding amount of Permitted Refinancing Debt Incurred to refinance Debt Incurred pursuant to this Indentureclause) at any time outstanding pursuant to this clause may not exceed the greater of (A) $75.0 million and (B) 2.0% of Consolidated Net Tangible Assets of the Company; (12) Debt of the Company or any Restricted Subsidiary consisting of Guarantees of Debt of the Company or any Restricted Subsidiary Incurred under any other clause of this covenant; (13) Debt incurred on behalf of, or representing Guarantees of Debt of, joint ventures not to exceed the greater of (A) $100.0 million and (B) 2.6% of Consolidated Net Tangible Assets at any time outstanding; (14) Debt supported by a letter of credit Incurred under clause (1) above in the same principal amount; and (8) 15) Debt of the Company or any Restricted Subsidiary Incurred on or after the Issue Date not otherwise permitted in an aggregate principal amount whichat any time outstanding not to exceed the greater of (A) $200.0 million and (B) 5.3% of Consolidated Net Tangible Assets. (c) Notwithstanding any other provision of this covenant, together for purposes of determining compliance with all other this covenant, increases in Debt solely due to fluctuations in the exchange rates of currencies will not be deemed to exceed the maximum amount that the Company and the or a Restricted Subsidiaries then outstanding (other than Debt permitted by clauses (1) through (7) of Subsidiary may Incur under this paragraph) does not exceed $5.0 millioncovenant. For purposes of determining compliance with any U.S. dollar-denominated restriction on the Incurrence of Debt, the U.S. dollar-equivalent principal amount of Debt denominated in a foreign currency shall be calculated based on the relevant currency exchange rate in effect on the date such Debt was Incurred; provided that if such Debt is Incurred to refinance other Debt denominated in a foreign currency, and such refinancing would cause the applicable U.S. dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing, such U.S. dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such refinancing Debt does not exceed the principal amount of such Debt being refinanced. The principal amount of any Debt Incurred to refinance other Debt, if Incurred in a different currency from the Debt being refinanced, shall be calculated based on the currency exchange rate applicable to the currencies in which such respective Debt is denominated that is in effect on the date of such refinancing. Guarantees or Liens in respect of, or obligations in respect of letters of credit relating to, Debt which is otherwise included in the determination of a particular amount of Debt shall not be included in the determination of such amount of Debt; provided that the Incurrence of the Debt represented by such guarantee, Lien or letter of credit, as the case may be, was in compliance with this Section 4.09, in covenant. (d) In the event that an item item, or a portion of proposed such item, taken by itself, of Debt or Preferred Stock meets the criteria of more than one of the categories of Permitted Debt described in clauses (1) through (14) above or such item is (or a portion, taken by itself (without taking into account any other Permitted Debt (other than Permitted Debt under clause (8) above) being incurred on the same date, or is would be) entitled to be Incurred, in whole or in part, Incurred pursuant to the first paragraph (a) of this Section 4.09covenant, the Company shall be permitted to shall, in its sole discretion, classify or reclassify, or later divide, classify or reclassify, such item of Debt on the date of its incurrence in any manner that complies with this Section 4.09covenant, and may change the classification of an item of Debt (or any portion thereof) to any other type of Debt described in this covenant at any time; provided that Debt under the Credit Agreement outstanding on the Completion Date shall be deemed at all times to be incurred under clause (1) of Permitted Debt. (ce) Notwithstanding paragraphs (a) and (b), Neither the Company and its Restricted Subsidiaries shall not nor any Guarantor may Incur any Debt if that is subordinated in right of payment to other Debt of the proceeds thereof are used, directly Company or indirectly, to repay, prepay, redeem, defease, retire, refund or refinance any Subordinated Obligations the Guarantor unless such Debt will be is also subordinated in right of payment to the NotesNotes or the relevant Note Guaranty to the same extent. This does not apply to distinctions between categories of Debt that exist by reason of any structural subordination, Liens or Guarantees securing or in favor of some but not all of such Debt.

Limitation on Debt. No Restricted Person will in any manner owe or be liable for Restricted Debt except: (ai) The Company shall notthe Obligations; (ii) capital lease obligations (excluding oil, gas or mineral leases) entered into in the ordinary course of the Restricted Persons' businesses in arm's length transactions at competitive market rates under competitive terms and shall conditions in all respects, provided that the obligations required to be paid in any Fiscal Year under any such capital leases do not permit any in the aggregate exceed $20,000,000 for all Restricted Subsidiary toPersons; (iii) unsecured Debt owed among Restricted Persons; (iv) Debt which, directly or indirectly, Incur any Debt unless the Consolidated EBITDA Coverage Ratio at the date time incurred, is at prevailing market rates of interest and contains covenants and conditions and events of default no more onerous to Restricted Persons than the terms of this Agreement; provided that no Default or Event of Default will result from the incurrence of such Incurrence exceeds 2.0 to 1.0.Debt and be continuing; (bv) The preceding sentence shall not prohibit the Incurrence guaranties by one Restricted Person of any of the following Debt (collectivelyowed by another Restricted Person, "Permitted Debt"): if such Debt either (1) is not Restricted Debt, or (2) is allowed under subsections (i), (ii), (iii) or (iv) of this subsection 5.2(a); (vi) Debt Incurred by of the Company Restricted Persons for plugging and any Restricted Subsidiary pursuant to the Credit Agreement abandonment bonds or any other revolving credit facility which, when taken together with all for letters of credit issued by any Lender in place thereof which are required by regulatory authorities in the area of operations, and Debt of the Restricted Persons for other bonds or letters of credit issued by any Lender which are required by such regulatory authorities with respect to other normal oil and gas operations; (vii) obligations under the Subordinated Parent Indenture, the Subordinated Parent Debentures and the principal amount of all other outstanding Subordinated Parent Guarantee; (viii) non-recourse Restricted Debt Incurred under this clause (1), does not exceed the greater of $100 million and the sum of: as to which no Restricted Person (A) 65% provides any guaranty or credit support of the gross book value any kind (including any undertaking, guarantee, indemnity, agreement or instrument that would constitute Restricted Debt) or (B) is directly or indirectly liable (as a guarantor or otherwise); provided, that after giving effect to such Restricted Debt outstanding from time to time, Borrowers are not in violation of the inventory of the Company Sections 5.2(g)(i) and its Restricted Subsidiaries(ii); (ix) Debt arising under forward, future, swap or hedging contracts permitted pursuant to Section 5.2(i); and (B) 85% of the gross book value of the accounts receivable of the Company and its Restricted Subsidiaries; (2) Debt of the Company owed to and held by a Wholly Owned Subsidiary; provided, however, that any subsequent issuance or transfer of any Capital Stock that results in such Wholly Owned Subsidiary ceasing to be a Wholly Owned Subsidiary or any transfer of such Debt (other than to a Wholly Owned Subsidiary) shall be deemed, in each case, to constitute the issuance of such Debt by the Company; (3) Debt of a Restricted Subsidiary incurred and outstanding on or prior to the date on which such Restricted Subsidiary: (A) became a Restricted Subsidiary; or (B) was acquired by the Company (other than Debt issued in connection with, or to provide all or any portion of the funds or credit support utilized to consummate, the transaction or series of related transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary or was acquired by the Company); (4x) the incurrence by the Company and the Subsidiary Guarantors of Debt represented by the Notes and the related Subsidiary Guarantees to be issued on the date of the this Indenture and the Exchange Notes and the related Subsidiary Guarantees to be issued pursuant to the Registration Rights Agreement; (5) Debt outstanding on the Issue Date (other than Debt described in clause (1), (2), (3) or (4); (6) Refinancing Debt in respect of Debt Incurred pursuant to paragraph (a), or pursuant to clause (4) or (5) or this clause (6); (7) Hedging Obligations; provided, however, that with respect to Interest Rate Agreements and Currency Agreements (if such Currency Agreements relate to Debt), only to the extent directly related to Debt permitted to be incurred by the Company pursuant to this Indenture; and (8) Debt in an aggregate principal amount which, together with all other Debt of the Company and the Restricted Subsidiaries then outstanding (other than Debt permitted by clauses (1) through (7) of this paragraph) does not exceed $5.0 million. For purposes of determining compliance with this Section 4.09, in the event that an item of proposed Debt meets the criteria of more than one of the categories of Permitted Debt described in clauses (1) through (8) above, or is entitled to be Incurred, in whole or in part, pursuant to the first paragraph of this Section 4.09, the Company shall be permitted to classify such item of Debt on the date of its incurrence in any manner that complies with this Section 4.09Canadian Facility. (c) Notwithstanding paragraphs (a) and (b), the Company and its Restricted Subsidiaries shall not Incur any Debt if the proceeds thereof are used, directly or indirectly, to repay, prepay, redeem, defease, retire, refund or refinance any Subordinated Obligations unless such Debt will be subordinated to the Notes.

Limitation on Debt. (a) The Company Issuer shall not, and shall not permit any Restricted Subsidiary to, create, issue, incur, assume, guarantee or in any manner become directly or indirectlyindirectly liable with respect to or otherwise become responsible for, Incur contingently or otherwise, the payment of any Debt unless (including any Acquired Debt); provided that (i) the Consolidated EBITDA Coverage Ratio at Issuer or any Guarantor may incur Debt (including Acquired Debt), if on the date of the incurrence of such Incurrence exceeds 2.0 Debt and the application of the proceeds thereof, on a pro forma basis, the Leverage Ratio of the Issuer and its Restricted Subsidiaries would be less than 6.0 to 1.0 and (ii) Restricted Subsidiaries that are not Guarantors may incur Debt (including Acquired Debt), if on the date of the incurrence of such Debt and the application of the proceeds thereof, on a pro forma basis, the Leverage Ratio of the Restricted Subsidiaries that are not Guarantors would be less than 4.5 to 1.0. (b) The preceding sentence This covenant shall not not, however, prohibit the Incurrence of any of the following Debt (collectively, "“Permitted Debt"”): (1i) Debt Incurred the Incurrence by the Company and Issuer or any Restricted Subsidiary in reliance on this clause (i) of Debt under Credit Facilities in an aggregate principal amount at any one time outstanding not to exceed $1,400.0 million; (ii) the Incurrence by the Issuer of Debt pursuant to the Credit Agreement or Notes (excluding any other revolving credit facility which, when taken together with all letters of credit and the principal amount of all other outstanding Debt Incurred under this clause (1), does not exceed the greater of $100 million and the sum of: (A) 65% of the gross book value of the inventory of the Company and its Restricted Subsidiaries; and (B) 85% of the gross book value of the accounts receivable of the Company and its Restricted Subsidiaries; (2) Debt of the Company owed to and held by a Wholly Owned Subsidiary; provided, however, that any subsequent issuance or transfer of any Capital Stock that results in such Wholly Owned Subsidiary ceasing to be a Wholly Owned Subsidiary or any transfer of such Debt (other than to a Wholly Owned Subsidiary) shall be deemed, in each case, to constitute the issuance of such Debt by the Company; (3) Debt of a Restricted Subsidiary incurred and outstanding on or prior to the date on which such Restricted Subsidiary: (A) became a Restricted Subsidiary; or (B) was acquired by the Company (other than Debt issued in connection with, or to provide all or any portion of the funds or credit support utilized to consummate, the transaction or series of related transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary or was acquired by the CompanyAdditional Notes); (4iii) the incurrence by the Company and the Subsidiary Guarantors of any Debt represented by the Notes and the related Subsidiary Guarantees to be issued on the date of the this Indenture and the Exchange Notes and the related Issuer or any Restricted Subsidiary Guarantees to be issued pursuant to the Registration Rights Agreement; (5) Debt outstanding on the Issue Date (other than Debt described in another clause of this paragraph) outstanding on the date of this Indenture; (iv) the Incurrence by the Issuer or any Restricted Subsidiary of intercompany Debt between the Issuer and any Restricted Subsidiary or between or among Restricted Subsidiaries; provided that (A) any disposition, pledge or transfer of any such Debt to a Person (other than a disposition, pledge or transfer to the Issuer or a Restricted Subsidiary) and (B) any transaction pursuant to which any Restricted Subsidiary that has Debt owing to the Issuer or another Wholly Owned Restricted Subsidiary ceases to be a Restricted Subsidiary, will, in each case, be deemed to be an Incurrence of such Debt not permitted by this clause (1), (2), (3) or (4iv); (6v) guarantees of the Issuer’s Debt or Debt of any Restricted Subsidiary by the Issuer or any Restricted Subsidiary if such guaranteed Debt is permitted to be incurred in accordance with the provisions of this Section 4.06; (vi) the Incurrence by the Issuer or any Restricted Subsidiary of Debt represented by Capitalized Lease Obligations, mortgage financings, purchase money obligations or other Debt Incurred or assumed for the purpose of financing or refinancing all or any part of the purchase price, lease expense or cost of any property or asset, tangible or intangible, including network assets (including switches, towers, software, rights-of-way, intellectual property, licenses, concessions, spectrum and other intangibles and facilities to house network assets used in the Issuer’s or any Restricted Subsidiary’s business and the capital stock or similar ownership interest of any Person engaged in substantially the same line of business as the Issuer and its Restricted Subsidiaries or reasonably related or ancillary thereto (including the cost of design, development, acquisition, construction (including capitalized interest, installation, improvement, transportation, integration and prepaid maintenance and all reasonable related fees or expenses); provided that the principal amount of such Debt so Incurred when aggregated with other Debt previously Incurred in reliance on this clause (vi) (and Permitted Refinancing Debt with respect thereto) and still outstanding shall not in the aggregate exceed the greater of (A) $250.0 million and (B) 5.0% of Total Assets; (vii) the Incurrence by the Issuer or any Restricted Subsidiary of Debt arising from agreements providing for guarantees, indemnities or obligations in respect of purchase price adjustments in connection with the acquisition or disposition of assets, including, without limitation, shares of Capital Stock, other than guarantees or similar credit support given by the Issuer or any Restricted Subsidiary of Debt Incurred by any Person acquiring all or any portion of such assets for the purpose of financing such acquisition; (viii) the Incurrence by the Issuer or any Restricted Subsidiary of Debt under Currency Agreements entered into in the ordinary course of business and not for speculative purposes; (ix) the Incurrence by the Issuer or any Restricted Subsidiary of Debt under Interest Rate Agreements entered into in the ordinary course of business and not for speculative purposes; (x) the Incurrence of Debt by the Issuer or any Restricted Subsidiary of Debt in respect of workers’ compensation and claims arising under similar legislation, or pursuant to self-insurance obligations and not in connection with the borrowing of money or the obtaining of advances or credit; (xi) the Incurrence of Debt by the Issuer or any Restricted Subsidiary arising from (A) the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently (except in the case of daylight overdrafts) drawn against insufficient funds in the ordinary course of business; provided that such Debt is extinguished within 5 Business Days of Incurrence, (B) bankers’ acceptances, performance, surety, judgment, appeal or similar bonds, instruments or obligations, (C) completion guarantees provided or letters of credit obtained by the Issuer or any Restricted Subsidiary in the ordinary course of business; and (D) the financing of insurance premiums in the ordinary course of business; (xii) the Incurrence by a Person of Permitted Refinancing Debt in exchange for or the net proceeds of which are used to refund, replace or refinance Debt Incurred by it pursuant to paragraph to, or described in, paragraphs (a), or pursuant to clause (4b)(ii) or (5) or this clause (6); (7) Hedging Obligations; provided, however, that with respect to Interest Rate Agreements and Currency Agreements (if such Currency Agreements relate to Debtvi), only to (b)(iii) and (b)(vi) of this Section 4.06, as the extent directly related to Debt permitted to be incurred by the Company pursuant to this Indenturecase may be; and (8) Debt in an aggregate principal amount which, together with all xiii) the incurrence of other Debt of the Company and the Restricted Subsidiaries then outstanding (other than Debt permitted by clauses (1) through (7) of this paragraph) does not to exceed $5.0 million. For purposes of determining compliance with this Section 4.09, in the event that an item aggregate the greater of proposed Debt meets the criteria of more than one of the categories of Permitted Debt described in clauses (1A) through (8) above, or is entitled to be Incurred, in whole or in part, pursuant to the first paragraph of this Section 4.09, the Company shall be permitted to classify such item of Debt on the date of its incurrence in any manner that complies with this Section 4.09. (c) Notwithstanding paragraphs (a) $250.0 million and (b), the Company and its Restricted Subsidiaries shall not Incur any Debt if the proceeds thereof are used, directly or indirectly, to repay, prepay, redeem, defease, retire, refund or refinance any Subordinated Obligations unless such Debt will be subordinated to the NotesB) 5.0% of Total Assets.

Limitation on Debt. (a) The Company shall will not, and shall will not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, Incur any Debt; provided that the Company or any of its Restricted Subsidiaries may Incur Debt unless the Consolidated EBITDA Coverage Ratio at if, on the date of such the Incurrence, after giving pro forma effect to the Incurrence exceeds 2.0 and the receipt and the application of the proceeds therefrom, the Fixed Charge Coverage Ratio is not less than 2.25 to 1.0; and provided, further, that the amount of Debt Incurred pursuant to this paragraph by Restricted Subsidiaries that are not Guarantors shall not exceed in an aggregate principal amount at any one time outstanding the greater of (i) U.S. $50.0 million and (ii) 2.5% of Adjusted Consolidated Net Tangible Assets. (b) The preceding sentence shall not prohibit Notwithstanding the Incurrence of foregoing, the Company and, to the extent provided below, any of Restricted Subsidiary may Incur the following Debt (collectively, "“Permitted Debt"”): (1) Debt Incurred by the Company and any Restricted Subsidiary pursuant to the Credit Agreement or any other revolving credit facility which, when taken together with all letters of credit and the principal amount of all other outstanding Debt Incurred under this clause (1), does not exceed the greater of $100 million and the sum of: (A) 65% of the gross book value of the inventory of the Company and its or a Restricted Subsidiaries; and (B) 85% of the gross book value of the accounts receivable of Subsidiary so long as such Debt is owed to the Company or a Restricted Subsidiary and its which, if the obligor is the Company or a Guarantor, is subordinated in right of payment to the Notes or the Note Guarantees, as applicable; provided, however, that if such Debt is owed to a Restricted SubsidiariesSubsidiary that is not a Guarantor such Debt shall be unsecured and subordinated in right of payment to the Notes; (2) Debt of the Company owed pursuant to and held by a Wholly Owned Subsidiary; provided, however, that any subsequent issuance or transfer of any Capital Stock that results in such Wholly Owned Subsidiary ceasing to be a Wholly Owned Subsidiary or any transfer of such Debt the Notes (other than any Additional Notes) and Debt of the Guarantors pursuant to a Wholly Owned Subsidiary) shall be deemed, in each case, the Note Guarantees (other than with respect to constitute the issuance of such Debt by the Companyany Additional Notes); (3) Debt of the Company or a Restricted Subsidiary incurred (“Permitted Refinancing Debt”) constituting an extension or renewal of, replacement of, or substitution for, or issued in exchange for, or the net proceeds of which are used to repay, redeem, repurchase, refinance or refund, including by way of defeasance (all of the above, for purposes of this clause, “refinance”) then outstanding Debt in an amount not to exceed the principal amount of the Debt so refinanced, plus premiums (including tender premiums), discounts, fees and outstanding on other costs and expenses (including original issue discount, upfront fees or prior to the date on which such Restricted Subsidiarysimilar fees); provided that: (A) became in case the Debt to be refinanced is subordinated in right of payment to the Notes or a Restricted Subsidiary; orNote Guarantee, the new Debt, by its terms or by the terms of any agreement or instrument pursuant to which it is outstanding, is expressly made subordinate in right of payment to the Notes or such Note Guarantee at least to the extent that the Debt to be refinanced is subordinated to the Notes or such Note Guarantee, (B) was acquired by the new Debt does not have a Stated Maturity prior to (i) the Stated Maturity of the Debt to be refinanced, and the Average Life of the new Debt is at least equal to the remaining Average Life of the Debt to be refinanced or (ii) the 91st day after the Stated Maturity of the Notes and does not have any scheduled principal payments prior to such date; (C) in no event may Debt of the Company (other than Debt issued in connection with, or to provide all or any portion of the funds or credit support utilized to consummate, the transaction or series of related transactions Guarantor be refinanced pursuant to which such this clause by means of any Debt of any Restricted Subsidiary became that is not a Restricted Subsidiary or was acquired by the CompanyGuarantor; and (D) Debt Incurred pursuant to clauses (1), (4), (5), (8), (9), (10), (11), (12), (13), (14), (15), (16), (17), (18) and (20) may not be refinanced pursuant to this clause; (4) Debt under Hedging Agreements of the incurrence Company or any Restricted Subsidiary entered into in the ordinary course of business or directly related to Debt permitted to be Incurred by the Company and the or any Restricted Subsidiary Guarantors of Debt represented by the Notes and the related Subsidiary Guarantees to be issued on the date of the this Indenture and the Exchange Notes and the related Subsidiary Guarantees to be issued pursuant to the Registration Rights Agreementthis Indenture, and in each case not for speculative purposes; (5) Debt of the Company or any Restricted Subsidiary in respect of performance bonds, customs, reimbursement obligations, letters of credit, bankers’ acceptances, deposits, promissory notes, self-insurance obligations, completion guarantees and bid, surety or appeal bonds provided in the ordinary course of business; (i) Debt of the Company or any Restricted Subsidiary Incurred to finance an acquisition (or other purchase of assets), or (ii) Acquired Debt of the Company or any Restricted Subsidiary; provided, however, in the case of clauses (i) or (ii), that after giving effect to the Incurrence of such Debt pursuant to this clause, either (A) the Company or such Restricted Subsidiary would have been able to Incur U.S.$1.00 of additional Debt pursuant to the test set forth in Section 4.09(a); or (B) would not have a lower ratio set forth in Section 4.09(a) immediately after such Incurrence; (7) Debt of the Company or any Restricted Subsidiary outstanding on the Issue Date (other than Debt described in clause (1)outstanding under the Facility, (2), (3) the Corporate Revolver or (4the LC Facility); (68) Debt represented by guarantees of pension fund obligations of the Company or any Restricted Subsidiary required by law or regulation; (9) Refinancing Debt of the Company or any Restricted Subsidiary Incurred through the provision of bonds, guarantees, letters of credit or similar instruments required by any maritime commission or authority or other governmental or regulatory agencies, including, without limitation, customs authorities; in each case, for vessels owned or chartered by, and in the ordinary course of business of, the Company or any of its Restricted Subsidiaries at any time outstanding not to exceed the amount required by such governmental or regulatory authority; (10) Debt of any cash pooling or other cash management agreements of the Company or any Restricted Subsidiary in place with a bank or financial institution but only to the extent of offsetting credit balances of the Company or any of its Restricted Subsidiaries pursuant to such cash pooling or other cash management; (11) Debt of the Company or any Restricted Subsidiary to the extent that the net proceeds thereof are promptly deposited to defease or to satisfy and discharge the Notes in accordance with this Indenture; (12) Debt of the Company or any of its Restricted Subsidiaries for taxes levied, assessments due and other governmental charges required to be paid as a matter of law or regulation in the ordinary course of business; (13) Guarantees by the Company or any Guarantor of Debt permitted to be Incurred pursuant to this Section 4.09; provided that if such Debt is subordinated in right of payment to the Notes or a Note Guarantee, any such guarantee with respect to such Debt shall be subordinated in right of payment to the Notes and such Note Guarantee; provided, further, that if such guarantee shall be of Project Finance Debt Incurred pursuant to paragraph Section 4.09(b)(19) herein, after giving effect to the Incurrence of such Debt and the provision of such guarantee pursuant to such clause, the Company would have been able to Incur U.S.$1.00 of additional Debt pursuant to the test set forth in Section 4.09(a); (a14) Debt of the Company or any Restricted Subsidiary in respect of (i) self-insurance obligations or captive insurance companies or consisting of the financing of insurance premiums or (ii) take-or-pay obligations contained in supply agreements in the ordinary course of business; (15) Debt of the Company or any Restricted Subsidiary under one or more Credit Facilities, lines of credit or working capital facilities (and any refinancing thereof); provided, however, that the aggregate principal amount of such Debt does not exceed at any one time outstanding the greater of (i) U.S.$2.5 billion and (ii) 35.0% of Adjusted Consolidated Net Tangible Assets; (16) Debt of the Company or any Restricted Subsidiary with respect to reimbursement type obligations regarding worker’s compensation claims and Debt and other obligations in respect of deferred compensation of employees Incurred in the ordinary course of business; (17) Debt of the Company or any Restricted Subsidiary in the form of customer deposits and advance payments received in the ordinary course of business from customers for purchases in the ordinary course of business; (18) Debt of the Company or any Restricted Subsidiary (and any refinancing thereof) not otherwise permitted hereunder in an aggregate principal amount equal to the aggregate Net Cash Proceeds received by the Company (other than from a Subsidiary of the Company) after the Issue Date from (i) the issuance and/or sale of its Qualified Equity Interests or (ii) as a contribution to its common equity to the extent that such Net Cash Proceeds received from such issuance, sale or contribution have not been applied to make Restricted Payments pursuant to clause (43)(B) of Section 4.08(a) or (5) or this clause (6paragraph Section 4.08(b)(4); (719) Hedging Project Finance Debt of any Restricted Subsidiary; (20) Debt of the Company or a Restricted Subsidiary not otherwise permitted hereunder; provided, however, that the aggregate principal amount of such Debt, and any refinancing thereof, does not exceed in an aggregate principal amount at any one time outstanding the greater of (i) U.S.$250.0 million or (ii) 3.25% of Adjusted Consolidated Net Tangible Assets; and (21) Debt of the Company or a Restricted Subsidiary consisting of Capitalized Lease Obligations and Purchase Money Obligations; provided, however, that with respect to Interest Rate Agreements the aggregate principal amount of such Debt, and Currency Agreements (if such Currency Agreements relate to Debt)any refinancing thereof, only to the extent directly related to Debt permitted to be incurred by the Company pursuant to this Indenture; and (8) Debt does not exceed in an aggregate principal amount whichat any one time outstanding the greater of (i) $150.0 million and (ii) 3.0% of Adjusted Consolidated Net Tangible Assets; provided, together with all other further, that such Debt exists at the date of such purchase, lease or improvement, or is created within 365 days thereafter (for the avoidance of doubt, the purchase date for any asset shall be the later of the date of completion of construction or installation and the beginning of the full productive use of such asset). (c) Notwithstanding anything to the contrary in this Section 4.09, the maximum amount of Debt that the Company and the its Restricted Subsidiaries then may Incur pursuant to this Section 4.09 shall not be deemed to be exceeded, with respect to any outstanding Debt, solely as a result of fluctuations in the exchange rate of currencies. (other than Debt permitted by clauses (1d) through (7) of this paragraph) does not exceed $5.0 million. For purposes of determining compliance with this Section 4.09, in the event that an item of any proposed Debt meets the criteria of more than one of the categories of Permitted Debt described in clauses (1) through (8) above21) of Section 4.09(b), or is entitled to be Incurred, in whole or in part, Incurred pursuant to the first paragraph of this Section 4.094.09(a), the Company shall and its Restricted Subsidiaries will be permitted to classify such item of Debt on at the date time of its incurrence Incurrence in any manner that complies with this Section 4.094.09 or to later reclassify all or a portion of such item of Debt. Any Permitted Refinancing Debt and any Debt permitted to be Incurred under this Indenture to refinance Debt Incurred pursuant to clauses (2), (3), (4), (6), (7), (15), (18), (19), (20) and (21) of Section 4.09(b) shall be deemed to include additional Debt Incurred to pay premiums (including tender premiums), discounts, fees and other costs and expenses (including original issue discount, upfront fees or similar fees) in connection with such refinancing. (ce) Notwithstanding paragraphs (a) and (b), the The Company and its Restricted Subsidiaries shall may not Incur any Debt if that is subordinate in right of payment to other Debt of the proceeds thereof are used, directly or indirectly, to repay, prepay, redeem, defease, retire, refund or refinance any Subordinated Obligations Company unless such Debt is also subordinate in right of payment to the Notes or the relevant guarantee on substantially identical terms; provided, however, that no Debt will be deemed to be subordinated in right of payment to any other Debt of the Company solely by virtue of being unsecured, by virtue of being secured with different collateral or by virtue of being secured on a junior priority basis or by virtue of the applicability of waterfall or other payment ordering provisions affecting different tranches of Debt. (f) The accrual of interest, the accretion or amortization of original issue discount, the payment of regularly scheduled interest in the form of additional Debt of the same instrument or the payment of regularly scheduled dividends on Disqualified Stock in the form of additional Disqualified Stock with the same terms will not be deemed to be an Incurrence of Debt for purposes of this Section 4.09; provided that any such outstanding additional Debt paid in respect of Debt Incurred pursuant to any provision of clause (b) above will be counted as Debt outstanding for purposes of any future Incurrence of Debt pursuant to Section 4.09(a). (g) For purposes of determining compliance with any U.S. dollar-denominated restriction on the Incurrence of Debt, the U.S. dollar-equivalent principal amount of Debt denominated in a non-U.S. currency will be calculated based on the relevant currency exchange rate in effect on the date such Debt was Incurred or, in the case of revolving credit Debt, first committed; provided that if such Debt is Incurred to refinance other Debt denominated in a non-U.S. currency, and such refinancing would cause the applicable U.S. dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing, such U.S. dollar-denominated restriction will be deemed not to have been exceeded so long as the principal amount of such Permitted Refinancing Debt does not exceed the principal amount of such Debt being refinanced. The principal amount of any Debt Incurred to refinance other Debt, if Incurred in a different currency from the Debt being refinanced, will be calculated based on the currency exchange rate applicable to the Notescurrencies in which such Permitted Refinancing Debt is denominated that is in effect on the date of such refinancing. (h) Upon written request and the receipt of an Officer’s Certificate and Opinion of Counsel to the effect that the amendment or supplement is authorized or permitted under this Indenture and the Security Documents and that all conditions precedent thereto have been satisfied, to the extent it is necessary to amend or supplement the Security Documents to provide for any Incurrence of Debt permitted by this Indenture, the Trustee is hereby expressly authorized and directed to enter any such amendments or supplements on behalf of the Holders.

Limitation on Debt. (a) The Company shall may not, and shall may not permit any Restricted Subsidiary toof the Company, directly Restricted Affiliate or indirectly, Restricted Subsidiary of a Restricted Affiliate to Incur any Debt Debt, unless the Consolidated EBITDA Debt Coverage Ratio at for the date of such Incurrence exceeds 2.0 most recently completed fiscal quarter for which financial statements are available would be less than 7.0 to 1.0. (b) The preceding sentence shall not prohibit 1. Notwithstanding the Incurrence of any of foregoing limitation, the following Debt (collectively, "Permitted Debt"):may be Incurred: (1) Debt Incurred by under the Company Credit Facility in an aggregate principal amount at any one time not to exceed $200 million, and any Restricted Subsidiary pursuant to renewal, extension, refinancing, refunding, substitution or replacement thereof in an amount which, together with any amount remaining outstanding or committed under the Credit Agreement Facility or any other revolving credit facility which, when taken together with all letters of credit and the principal amount of all other outstanding Debt Incurred under this clause (1)successor agreement, does not exceed the greater of $100 million and amount outstanding or committed under the sum of: (A) 65% of the gross book value of the inventory of the Company and its Restricted Subsidiaries; and (B) 85% of the gross book value of the accounts receivable of the Company and its Restricted SubsidiariesCredit Facility or such successor agreement immediately prior to such renewal, extension, refinancing, refunding, substitution or replacement; (2) the original issuance by the Company of the Debt evidenced by the Securities; (3) Debt (other than Debt described in another clause of Section 10.08) outstanding, committed or mandated on the date of the Indenture, including but not limited to the 13 1/2% Notes; (4) Debt owed by the Company to any Wholly Owned Restricted Subsidiary of the Company or Debt owed to and held by a Wholly Owned SubsidiaryRestricted Subsidiary of the Company, Restricted Affiliate or Restricted Subsidiary of a Restricted Affiliate to the Company, a Restricted Subsidiary of the Company or a Restricted Affiliate or, in the case of Debt of a Restricted Subsidiary of a Restricted Affiliate, to another Restricted Subsidiary of such Restricted Affiliate; provided, however, that any subsequent issuance upon either (A) the transfer or transfer other disposition by the Company or such Restricted Subsidiary, Restricted Affiliate or Restricted Subsidiary of a Restricted Affiliate of any Capital Stock that results in Debt so permitted to a Person other than the Company or another Restricted Subsidiary of the Company or Restricted Affiliate or Restricted Subsidiary of a Restricted Affiliate or (B) such Wholly Owned Restricted Subsidiary, Restricted Affiliate or Restricted Subsidiary of a Restricted Affiliate ceasing to be a Wholly Owned Restricted Subsidiary or any transfer of such Debt (other than to a Wholly Owned Subsidiary) shall be deemed, in each case, to constitute the issuance of such Debt by the Company; (3) Debt , Restricted Affiliate or Restricted Subsidiary of a Restricted Subsidiary incurred and outstanding on or prior to the date on which such Restricted Subsidiary: (A) became a Restricted Subsidiary; or (B) was acquired by the Company (other than Debt issued in connection with, or to provide all or any portion of the funds or credit support utilized to consummateAffiliate, the transaction or series provisions of related transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary or was acquired by the Company); (4) the incurrence by the Company and the Subsidiary Guarantors of Debt represented by the Notes and the related Subsidiary Guarantees to be issued on the date of the this Indenture and the Exchange Notes and the related Subsidiary Guarantees to be issued pursuant to the Registration Rights Agreement; (5) Debt outstanding on the Issue Date (other than Debt described in clause (1), (2), (3) or (4); (6) Refinancing Debt in respect of Debt Incurred pursuant to paragraph (a), or pursuant to clause (4) or (5) or this clause (6); (7) Hedging Obligations; provided, however, that with respect shall no longer be applicable to Interest Rate Agreements such Debt and Currency Agreements (if such Currency Agreements relate to Debt), only to the extent directly related to Debt permitted to be incurred by the Company pursuant to this Indenture; and (8) Debt in an aggregate principal amount which, together with all other Debt of the Company and the Restricted Subsidiaries then outstanding (other than Debt permitted by clauses (1) through (7) of this paragraph) does not exceed $5.0 million. For purposes of determining compliance with this Section 4.09, in the event that an item of proposed Debt meets the criteria of more than one of the categories of Permitted Debt described in clauses (1) through (8) above, or is entitled to be Incurred, in whole or in part, pursuant to the first paragraph of this Section 4.09, the Company shall be permitted deemed to classify have been Incurred at the time of such item of Debt on the date of its incurrence in any manner that complies with this Section 4.09. (c) Notwithstanding paragraphs (a) and (b), the Company and its Restricted Subsidiaries shall not Incur any Debt if the proceeds thereof are used, directly transfer or indirectly, to repay, prepay, redeem, defease, retire, refund or refinance any Subordinated Obligations unless such Debt will be subordinated to the Notes.other disposition;

Limitation on Debt. (a) The Company shall not, may not Incur any Debt and shall may not permit any of its Restricted Subsidiaries to Incur or suffer to exist any Debt, except that the Company and its Subsidiary toGuarantors may Incur Debt if, directly or indirectlyafter giving pro forma effect to the Incurrence of such Debt and the receipt and application of the proceeds thereof, Incur any Debt unless the Consolidated EBITDA Cash Flow Coverage Ratio at of the date of such Incurrence exceeds Company would be greater than 2.0 to 1.0.; (b) The preceding sentence shall not prohibit Notwithstanding the Incurrence of any of foregoing limitation, the following Debt (collectively, "Permitted Debt"):may be Incurred: (1i) Debt Incurred by the Company and or any Restricted Subsidiary under Credit Facilities in an aggregate principal amount at any one time outstanding pursuant to the Credit Agreement or any other revolving credit facility which, when taken together with all letters of credit and the principal amount of all other outstanding Debt Incurred under this clause (1i), which, together with any Debt outstanding under clauses (vi) (including any refinancing thereof under clause 4.06(b)(x)) and clause 4.06(b)(xii), does not exceed the greater of $100 million and the sum of: (A) 65% of US$250 million or (B) the gross book value of the inventory Borrowing Base of the Company and its Restricted Subsidiaries; and (B) 85% Subsidiaries on a consolidated basis as of the gross book value end of the accounts receivable of the Company and its Restricted Subsidiariesmost recently completed fiscal quarter for which quarterly or annual financial statements are available; (2ii) Debt consisting of Guarantees by the Company or any Restricted Subsidiary of Debt Incurred by the Company or a Restricted Subsidiary otherwise permitted under this Indenture other than, in the case of a Restricted Subsidiary that is not a Subsidiary Guarantor, Debt Incurred pursuant to Section 4.06(a); (iii) Debt (other than Debt described in another clause of this Section 4.06) outstanding on the Issue Date; (iv) Debt owed by the Company to and held any Restricted Subsidiary for which fair value has been received or Debt owed by a Wholly Owned Restricted Subsidiary to the Company or a Restricted Subsidiary; provided, however, that (A) any subsequent issuance such Debt owing by the Company to a Restricted Subsidiary shall be Subordinated Debt evidenced by an inter-company promissory note and (B) upon either (1) the transfer or transfer other disposition by such Restricted Subsidiary or the Company of any Capital Stock that results Debt so permitted to a Person other than the Company or another Restricted Subsidiary of the Company or (2) in the case of Debt owed to a Restricted Subsidiary, such Wholly Owned Restricted Subsidiary ceasing ceases to be a Wholly Owned Subsidiary or any transfer Restricted Subsidiary, the provisions of this clause (iv) shall no longer be applicable to such Debt and such Debt shall be deemed to have been Incurred at the time of such Debt (transfer or other than to a Wholly Owned Subsidiary) shall be deemed, in each case, to constitute the issuance of such Debt by the Company; (3) Debt of a Restricted Subsidiary incurred and outstanding on disposition or prior to the date on which such Restricted Subsidiary: (A) became Subsidiary ceased to be a Restricted Subsidiary; or (B) was acquired by the Company (other than Debt issued in connection with, or to provide all or any portion of the funds or credit support utilized to consummate, the transaction or series of related transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary or was acquired by the Company); (4) the incurrence by the Company and the Subsidiary Guarantors of Debt represented by the Notes and the related Subsidiary Guarantees to be issued on the date of the this Indenture and the Exchange Notes and the related Subsidiary Guarantees to be issued pursuant to the Registration Rights Agreement; (5) Debt outstanding on the Issue Date (other than Debt described in clause (1), (2), (3) or (4); (6) Refinancing Debt in respect of Debt Incurred pursuant to paragraph (a), or pursuant to clause (4) or (5) or this clause (6); (7) Hedging Obligations; provided, however, that with respect to Interest Rate Agreements and Currency Agreements (if such Currency Agreements relate to Debt), only to the extent directly related to Debt permitted to be incurred by the Company pursuant to this Indenture; and (8) Debt in an aggregate principal amount which, together with all other Debt of the Company and the Restricted Subsidiaries then outstanding (other than Debt permitted by clauses (1) through (7) of this paragraph) does not exceed $5.0 million. For purposes of determining compliance with this Section 4.09, in the event that an item of proposed Debt meets the criteria of more than one of the categories of Permitted Debt described in clauses (1) through (8) above, or is entitled to be Incurred, in whole or in part, pursuant to the first paragraph of this Section 4.09, the Company shall be permitted to classify such item of Debt on the date of its incurrence in any manner that complies with this Section 4.09. (c) Notwithstanding paragraphs (a) and (b), the Company and its Restricted Subsidiaries shall not Incur any Debt if the proceeds thereof are used, directly or indirectly, to repay, prepay, redeem, defease, retire, refund or refinance any Subordinated Obligations unless such Debt will be subordinated to the Notes.

Limitation on Debt. (a) The Company Issuer shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, Incur any Debt, except that the Issuer and any Subsidiary Guarantor may Incur Debt unless if after giving pro forma effect to the Incurrence of such Debt and the receipt and application of the proceeds thereof the Consolidated EBITDA Fixed Charge Coverage Ratio at of the date of such Incurrence exceeds 2.0 Issuer and its Restricted Subsidiaries would be not less than 2.00 to 1.01.00. (b) The preceding sentence shall not prohibit the Incurrence of any of Notwithstanding Section 4.9(a), the following Debt may be Incurred (collectively, "the “Permitted Debt"”): (1) Debt Incurred by of the Company and Issuer or any Restricted Subsidiary pursuant to the Credit Agreement under one or any other revolving credit facility which, when taken together with all letters of credit and the more Debt Facilities in an aggregate principal amount Incurred under this clause (1) at any one time outstanding not to exceed the sum of (i) $1,500.0 million, plus (ii) the greater of (x) $500.0 million and (y) an amount such that, after giving pro forma effect thereto, the Secured Net Leverage Ratio (treating all other outstanding Debt Incurred under this clause (1), does not exceed ) as secured by Liens on the greater of $100 million and the sum of: (A) 65% assets of the gross book value Issuer, including all undrawn amounts under the revolving portion of any Debt Facility) of the inventory of the Company Issuer and its Restricted Subsidiaries; and Subsidiaries would not exceed 2.50 to 1.00 (Bprovided that, any Debt Incurred pursuant to this clause (ii) 85% may only be Incurred by the Issuer and the Subsidiary Guarantors), plus, in the case of any refinancing of any Debt permitted under this clause (1) or any portion thereof, any increase in the gross book value amount of the accounts receivable of the Company such Debt in connection with any refinancing expenses, accrued and its Restricted Subsidiariesunpaid interest, premiums and other costs and expenses Incurred in connection therewith; (2) Debt of the Company Issuer or any Restricted Subsidiary outstanding on the Issue Date and not otherwise referred to in clause (1) of this Section 4.9(b); (3) Debt owed by the Issuer to and held any Restricted Subsidiary or Debt owed by a Wholly Owned Restricted Subsidiary to the Issuer or a Restricted Subsidiary; provided, however, that: (A) any such Debt owing by the Issuer or a Subsidiary Guarantor to a Restricted Subsidiary that any subsequent issuance is not a Subsidiary Guarantor shall be expressly subordinated in right of payment to the Notes, other than the Incurrence and refinancing of Debt owed by the Issuer or a Subsidiary Guarantor to a Restricted Subsidiary for the purpose of the repatriation of cash to the United States; and (B) upon either the transfer or other disposition by such Restricted Subsidiary or the Issuer of any Debt so permitted to a Person other than the Issuer or another Restricted Subsidiary or the issuance (other than directors’ qualifying shares), sale, lease, transfer or other disposition of shares of Capital Stock (including by consolidation or merger) of such Restricted Subsidiary to a Person other than the Issuer or another Restricted Subsidiary such that results in such Wholly Owned Subsidiary ceasing it ceases to be a Wholly Owned Subsidiary or any transfer Restricted Subsidiary, the provisions of this clause (3) shall no longer be applicable to such Debt and such Debt shall be deemed to have been Incurred at the time of such transfer or other disposition; (4) Debt consisting of the Notes (other than any Additional Notes); (5) the Subsidiary Guarantees and Guarantees by the Issuer or any Restricted Subsidiary of any Debt of the Issuer or a Restricted Subsidiary permitted to a Wholly Owned Subsidiarybe Incurred under this Indenture; provided that this clause (5) shall not permit Guarantees by a Restricted Subsidiary that is not a Subsidiary Guarantor of Debt that is permitted to be deemedIncurred only by the Issuer or a Subsidiary Guarantor pursuant to this Section 4.9; (6) Debt of the Issuer or any of its Restricted Subsidiaries represented by Finance Lease Obligations or purchase money obligations, in each case, Incurred for the purpose of financing all or any part of the purchase price or cost of acquisition, construction, repair or improvement of property, plant or equipment used in the business of the Issuer or such Restricted Subsidiary, in an aggregate principal amount, including all Debt Incurred to constitute refund or refinance any Debt Incurred pursuant to this clause (6), not to exceed, at any one time outstanding, 5.0% of Consolidated Total Assets determined at the issuance time of Incurrence, whether such Incurrence of Debt by the Companyis prior to or following such acquisition, construction, repair or improvement; (37) to the extent constituting Debt, Debt of a the Issuer or any Restricted Subsidiary incurred and outstanding on under Permitted Interest Rate, Currency or prior to the date on which such Restricted Subsidiary: (A) became a Restricted Subsidiary; or (B) was acquired by the Company (other than Debt issued in connection with, or to provide all or any portion of the funds or credit support utilized to consummate, the transaction or series of related transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary or was acquired by the Company)Commodity Price Agreements; (4) the incurrence by the Company and the Subsidiary Guarantors of Debt represented by the Notes and the related Subsidiary Guarantees to be issued on the date of the this Indenture and the Exchange Notes and the related Subsidiary Guarantees to be issued pursuant to the Registration Rights Agreement8) Permitted Acquisition Debt; (59) Permitted Refinancing Debt outstanding on which is exchanged for, or the Issue Date (other than proceeds of which are used to refinance or refund, or any extension or renewal of Debt described in clause (1), Incurred pursuant to Section 4.9(a) or pursuant to clauses (2), (34), (5), (6), (8), (16) or (417) of this Section 4.9(b) and this clause (9); (610) Refinancing Debt in respect of to the extent constituting Debt, Debt Incurred pursuant to paragraph (a), by the Issuer or pursuant to clause (4) or (5) or any of its Restricted Subsidiaries in Permitted Securitizations; provided that any Debt Incurred after the Issue Date under this clause (6); (710) Hedging Obligations; providedby Restricted Subsidiaries that are not Subsidiary Guarantors in Permitted Securitizations shall not exceed, howeverat any one time outstanding, that with respect to Interest Rate Agreements and Currency Agreements (if such Currency Agreements relate to Debt), only to the extent directly related to Debt permitted to be incurred by the Company pursuant to this Indenture; and (8) Debt in an aggregate principal amount whichof $975.0 million; (11) Obligations arising from agreements by the Issuer or a Restricted Subsidiary to provide for indemnification, together customary purchase price closing adjustments, earn-outs, deferred compensation or other similar obligations, in each case, Incurred in connection with all the acquisition or disposition of any business or assets; (12) Debt Incurred by the Issuer or its Restricted Subsidiaries in respect of workers’ compensation claims, health, disability or other employee benefits or property, casualty or liability insurance, self-insurance obligations, take-or-pay obligations contained in supply arrangements, letters of credit, bank guarantees, bankers’ acceptances, performance, bid, surety and similar bonds and completion Guarantees (not for borrowed money) provided in the ordinary course of business; (13) to the extent constituting Debt, Debt of the Company and the Restricted Subsidiaries then outstanding (other than Debt permitted by clauses (1) through (7) Issuer or any of this paragraph) does not exceed $5.0 million. For purposes of determining compliance with this Section 4.09, in the event that an item of proposed Debt meets the criteria of more than one of the categories of Permitted Debt described in clauses (1) through (8) above, or is entitled to be Incurred, in whole or in part, pursuant to the first paragraph of this Section 4.09, the Company shall be permitted to classify such item of Debt on the date of its incurrence in any manner that complies with this Section 4.09. (c) Notwithstanding paragraphs (a) and (b), the Company and its Restricted Subsidiaries shall not Incur under Permitted Cash Management Services Agreements; (14) Debt representing deferred compensation to employees of the Issuer or any Debt if Restricted Subsidiaries Incurred in the proceeds thereof are used, directly or indirectly, to repay, prepay, redeem, defease, retire, refund or refinance any Subordinated Obligations unless such Debt will be subordinated to the Notes.ordinary course of business;

Limitation on Debt. (a) The Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, Incur any Debt unless except that the Company and any Restricted Subsidiary may Incur Debt if after giving pro forma effect to the Incurrence of such Debt and the receipt and application of the proceeds thereof the Consolidated EBITDA Coverage Ratio at of the date of such Incurrence exceeds Company would be not less than 2.0 to 1.01. (b) The preceding sentence shall not prohibit Notwithstanding the Incurrence of any of above, the following Debt may be Incurred (collectively, "the “Permitted Debt"”): (1) Debt Incurred by of the Company and or any Restricted Subsidiary pursuant to the under one or more Credit Agreement or any other revolving credit facility which, when taken together with all letters of credit and the Facilities in an aggregate principal amount of all other outstanding Debt Incurred under this clause (1)) at any one time outstanding (excluding, does for the avoidance of doubt, Debt Incurred under clauses (2) or (3) below) not to exceed the greater of $100 350.0 million and the sum of: (A) 65or 10% of the gross book value Company’s Consolidated Total Assets determined at the time of the inventory of the Company and its Restricted Subsidiaries; and (B) 85% of the gross book value of the accounts receivable of the Company and its Restricted Subsidiariessuch Incurrence; (2) Debt of the Company owed to and held by a Wholly Owned Subsidiary; provided, however, that any subsequent issuance or transfer of any Capital Stock that results in such Wholly Owned Subsidiary ceasing to be a Wholly Owned Subsidiary or any transfer Restricted Subsidiary consisting of such Debt (other than to a Wholly Owned Subsidiary) shall be deemed, in each case, to constitute the issuance of such Debt by the CompanyFloor Plan Debt; (3) Debt of a the Company or any Restricted Subsidiary incurred and under one or more Mortgage Facilities Incurred under this clause (3) at any one time outstanding on not to exceed the greater of $350.0 million or prior to 10% of Consolidated Total Assets determined at the date on which time of such Restricted Subsidiary: (A) became a Restricted Subsidiary; or (B) was acquired by the Company (other than Debt issued in connection with, or to provide all or any portion of the funds or credit support utilized to consummate, the transaction or series of related transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary or was acquired by the Company)Incurrence; (4) the incurrence by Debt of the Company and the or any Restricted Subsidiary Guarantors of Debt represented by the Notes and the related Subsidiary Guarantees to be issued outstanding on the date Issue Date and not otherwise referred to in clauses (1) or (2) of the this Indenture and the Exchange Notes and the related Subsidiary Guarantees to be issued pursuant to the Registration Rights AgreementSection 4.9(b); (5) Debt outstanding owed by the Company to any Restricted Subsidiary or Debt owed by a Restricted Subsidiary to the Company or a Restricted Subsidiary; provided, however, that: (A) any such Debt owing by the Company or a Subsidiary Guarantor to a Restricted Subsidiary that is not a Subsidiary Guarantor shall be expressly subordinated to the prior payment in full in cash of all obligations with respect to the Notes, and (B) upon either the transfer or other disposition by such Restricted Subsidiary or the Company of any Debt so permitted to a Person other than the Company or another Restricted Subsidiary or the issuance (other than directors’ qualifying shares), sale, lease, transfer or other disposition of shares of Capital Stock (including by consolidation or merger) of such Restricted Subsidiary to a Person other than the Company or another Restricted Subsidiary such that it ceases to be a Restricted Subsidiary, the provisions of this clause (5) shall no longer be applicable to such Debt and such Debt shall be deemed to have been Incurred at the time of such transfer or other disposition; (6) Debt consisting of the Notes issued on the Issue Date (other than Debt described in clause (1any Additional Notes), (2), (3) or (4)other Notes issued in exchange for Notes properly issued under this Indenture where the terms of such exchange Notes are substantially identical to such Notes; (67) the Subsidiary Guarantees and Guarantees by the Company or any Restricted Subsidiary of any Debt of the Company or a Restricted Subsidiary permitted to be Incurred under this Indenture; (8) Debt of the Company or any of its Restricted Subsidiaries represented by Capital Lease Obligations or purchase money obligations, in each case, Incurred for the purpose of financing all or any part of the purchase price or cost of construction or improvement of property, plant or equipment used in the business of the Company or such Restricted Subsidiary, in an aggregate principal amount, including all Debt Incurred to refund or refinance any Debt Incurred pursuant to this clause (8), not to exceed, at any one time outstanding, the greater of $75.0 million or 2.0% of Consolidated Total Assets determined at the time of Incurrence; (9) Debt of the Company or any Restricted Subsidiary consisting of Permitted Interest Rate, Currency or Commodity Price Agreements; (10) Permitted Acquisition Debt; (11) Debt of Foreign Subsidiaries in an aggregate amount Incurred pursuant to this clause (11) at any one time outstanding not to exceed the greater of $35.0 million or 1% of Consolidated Total Assets of the Company determined at the time of such Incurrence; (12) Permitted Refinancing Debt in respect which is exchanged for or the proceeds of which are used to refinance or refund, or any extension or renewal of Debt Incurred pursuant to paragraph (a), Section 4.9(a) or pursuant to clause clauses (4), (6), (7), (8), (10), (12) or (516) or of this clause (6)definition of Permitted Debt; (713) Hedging Obligationsobligations arising from agreements by the Company or a Restricted Subsidiary to provide for indemnification, customary purchase price closing adjustments, earn-outs or other similar obligations, in each case, Incurred in connection with the acquisition or disposition of any business or assets; (14) Debt Incurred by the Company or its Restricted Subsidiaries in respect of workers’ compensation claims, health, disability or other employee benefits or property, casualty or liability insurance, self- insurance obligations, performance, bid, surety and similar bonds and completion Guarantees (not for borrowed money) provided in the ordinary course of business; (15) Debt of the Company or any of its Restricted Subsidiaries arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently (except in the case of daylight overdrafts) drawn against insufficient funds in the ordinary course of business; provided, however, that with respect to Interest Rate Agreements and Currency Agreements (if such Currency Agreements relate to Debt), only to the extent directly related to Debt permitted to be incurred by the Company pursuant to this Indentureis extinguished within five business days of Incurrence; and (8) Debt in an aggregate principal amount which, together with all other 16) Debt of the Company and the or any Restricted Subsidiaries then outstanding (other than Debt Subsidiary not otherwise permitted by to be Incurred pursuant to clauses (1) through (715) above, which, together with any other outstanding Debt Incurred pursuant to this clause (16), and in both such cases including any renewals, extensions, substitutions, refinancings or replacements of this paragraphsuch Debt, has an aggregate principal amount at any one time outstanding not to exceed the greater of $75.0 million and 2.0% of Consolidated Total Assets determined at the time of Incurrence. (c) does not exceed $5.0 million. For purposes of determining compliance with with, and the outstanding principal amount of any particular Debt Incurred pursuant to, and in compliance with, this Section 4.09, 4.9: (1) in the event that an item of proposed Debt meets the criteria of more than one of the categories types of Permitted Debt described in clauses (1Section 4.9(a) through (8) aboveand Section 4.9(b) of this covenant, or is entitled to be Incurredthe Company, in whole or in partits sole discretion, pursuant to the first paragraph of this Section 4.09, the Company shall be permitted to may classify such item of Debt on the date of Incurrence (or later classify or reclassify such Debt, in its incurrence sole discretion) in any manner permitted by this covenant and shall only be required to include the amount and type of such Debt in one of such clauses; (2) Guarantees of, or obligations in respect of letters of credit relating to, Debt which is otherwise included in the determination of a particular amount of Debt shall not be included; (3) the principal amount of any Redeemable Stock or Preferred Stock of the Company or a Restricted Subsidiary will be equal to the greater of the maximum redemption or repurchase price (not including, in either case, any redemption or repurchase premium) or the liquidation preference thereof; (4) Debt permitted by this covenant need not be permitted solely by reference to one provision permitting such Debt but may be permitted in part by one such provision and in part by one or more other provisions of this covenant permitting such Debt; (5) any Receivables Sale shall be the amount for which there is recourse to the seller; and (6) the amount of Debt issued at a price that complies is less than the principal amount thereof will be equal to the amount of the liability in respect thereof determined in accordance with this Section 4.09GAAP. (cd) Notwithstanding paragraphs (a) and (b)Accrual of interest, accrual of dividends, the accretion of accreted value, the payment of interest in the form of additional Debt and the payment of dividends in the form of additional shares of Preferred Stock or Redeemable Stock will not be deemed to be an Incurrence of Debt for purposes of this Section 4.9. (e) For purposes of determining compliance with any U.S. dollar-denominated restriction on the Incurrence of Debt, the U.S. dollar-equivalent principal amount of Debt denominated in a foreign currency shall be calculated based on the relevant currency exchange rate in effect on the date such Debt was Incurred, in the case of term Debt, or first committed, in the case of revolving credit Debt; provided that if such Debt is Incurred to refinance other Debt denominated in a foreign currency, and such refinancing would cause the applicable U.S. dollar-dominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing, such U.S. dollar-dominated restriction shall be deemed not to have been exceeded so long as the principal amount of such refinancing Debt does not exceed the principal amount of such Debt being refinanced. Notwithstanding any other provision of this Section 4.9, the maximum amount of Debt that the Company and its Restricted Subsidiaries may Incur pursuant to this Section 4.9 shall not Incur any Debt if be deemed to be exceeded solely as a result of fluctuations in the proceeds thereof are used, directly or indirectly, to repay, prepay, redeem, defease, retire, refund or refinance any Subordinated Obligations unless such Debt will be subordinated to the Notesexchange rate of currencies.

Limitation on Debt. (a) The Notwithstanding anything contained in Section 4.09(b), prior to the Merger and Release, the Company will not Incur any Debt (including Acquired Debt), except for the Senior Notes, the Senior Subordinated Notes and Debt Incurred in connection with the Credit Facility Escrow Arrangements. (b) From and after the Release and the Merger, the Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, Incur any Debt; provided, however, that the Company and any Subsidiary Guarantor may Incur Debt unless and the Consolidated EBITDA Coverage Ratio at Company and any Restricted Subsidiary may Incur Acquired Debt if, after giving effect to the date Incurrence of such Incurrence exceeds 2.0 Debt and the application of the proceeds therefrom, the Leverage Ratio of the Company and the Restricted Subsidiaries (on a consolidated basis) would not exceed 6.0 to 1.0. (bc) The Notwithstanding the immediately preceding sentence shall not prohibit the Incurrence of paragraph, any or all of the following Debt (collectively, "Permitted Debt"):) may be Incurred: (1) Debt Incurred by of the Company and or any Restricted Subsidiary pursuant to Guarantor under the Credit Agreement or any other revolving credit facility which, when taken together with all letters of credit and Facility; provided that the aggregate principal amount of all other outstanding such Debt Incurred under this clause (1), does the Credit Facility shall not exceed $1.525 billion less the greater amount of $100 million any permanent mandatory repayments made under the Credit Facility (and, in the case of any revolving subfacility thereunder, permanent commitment reductions) with Net Available Cash from Asset Sales; (2) the Senior Notes and related Guarantees (excluding any Additional Senior Notes) and any Senior Notes and related Guarantees issued in exchange for the sum ofSenior Notes and related Guarantees pursuant to the Registration Rights Agreement and (2) after giving effect to the Special Pro Rata Redemption, the Senior Subordinated Notes and related Guarantees (excluding any Additional Senior Subordinated Notes (as such term is defined in the indenture relating to the Senior Subordinated Notes)) and any Senior Subordinated Notes and related Guarantees issued in exchange for the Senior Subordinated Notes and related Guarantees pursuant to the Registration Rights Agreement; (3) Debt of the Company or any Restricted Subsidiary in respect of Capital Lease Obligations and Purchase Money Debt, provided that: (A) 65% the aggregate principal amount of such Debt secured thereby does not exceed the Fair Market Value (on the date of the gross book value Incurrence thereof) of the inventory of the Company and its Restricted Subsidiaries; Property acquired, constructed or leased, and (B) 85% the aggregate principal amount of the gross book value all Debt Incurred and then outstanding pursuant to this clause (c) (together with all Permitted Refinancing Debt Incurred and then outstanding in respect of the accounts receivable of the Company and its Restricted SubsidiariesDebt previously Incurred pursuant to this clause (c)) does not exceed $30 million; (24) Debt of the Company owed owing to and held by any Subsidiary Guarantor and Debt of a Wholly Owned SubsidiaryRestricted Subsidiary owing to and held by the Company or any Subsidiary Guarantor; provided, however, that (1) any subsequent issuance issue or transfer of any Capital Stock or other event that results in any such Wholly Owned Subsidiary Guarantor ceasing to be a Wholly Owned Subsidiary Guarantor or any subsequent transfer of any such Debt (other than except to the Company or a Wholly Owned SubsidiarySubsidiary Guarantor) shall be deemed, in each case, to constitute the issuance Incurrence of such Debt by the Company; (3) Debt of a Restricted Subsidiary incurred and outstanding on or prior to the date on which such Restricted Subsidiary: (A) became a Restricted Subsidiary; or (B) was acquired issuer thereof not permitted by the Company (other than Debt issued in connection with, or to provide all or any portion of the funds or credit support utilized to consummate, the transaction or series of related transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary or was acquired by the Company); this clause (4) and (2) such Debt shall be expressly subordinated to the incurrence by prior payment in full in cash of all obligations under the Company and Senior Notes or the Subsidiary Guarantors Guarantee of Debt represented by the Notes and the related such Subsidiary Guarantees to be issued on the date of the this Indenture and the Exchange Notes and the related Subsidiary Guarantees to be issued pursuant to the Registration Rights AgreementGuarantor; (5) Debt outstanding on the Issue Date (other than Debt described in clause (1), (2), (3) or (4); (6) Refinancing Debt in respect of Debt Incurred pursuant to paragraph (a), or pursuant to clause (4) or (5) or this clause (6); (7) Hedging Obligations; provided, however, that with respect to under Interest Rate Agreements entered into by the Company or a Restricted Subsidiary for the purpose of limiting interest rate risk in the ordinary course of the financial management of the Company or any Restricted Subsidiary and Currency Agreements (if not for speculative purposes; provided that the obligations under such Currency Agreements relate to Debt), only to the extent agreements are directly related to payment obligations on Debt otherwise permitted to be incurred by the Company pursuant to this Indenture; and (8) Debt in an aggregate principal amount which, together with all other Debt of the Company and the Restricted Subsidiaries then outstanding (other than Debt permitted by clauses (1) through (7) of this paragraph) does not exceed $5.0 million. For purposes of determining compliance with this Section 4.09, in the event that an item of proposed Debt meets the criteria of more than one of the categories of Permitted Debt described in clauses (1) through (8) above, or is entitled to be Incurred, in whole or in part, pursuant to the first paragraph terms of this Section 4.09, the Company shall be permitted to classify such item of Debt on the date of its incurrence in any manner that complies with this Section 4.09. (c) Notwithstanding paragraphs (a) and (b), the Company and its Restricted Subsidiaries shall not Incur any Debt if the proceeds thereof are used, directly or indirectly, to repay, prepay, redeem, defease, retire, refund or refinance any Subordinated Obligations unless such Debt will be subordinated to the Notes.;

Limitation on Debt. (a) The Company shall Company: (1) will not, and shall will not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, Incur any Debt; provided that the Company, the Issuer or any other Restricted Subsidiary may Incur Debt unless the Consolidated EBITDA Coverage Ratio at if, on the date of such the Incurrence, after giving pro forma effect to the Incurrence exceeds 2.0 and the receipt and application of the proceeds therefrom, the Leverage Ratio is not greater than 2.75:1.0 or less than zero; provided that the amount of Debt that may be Incurred pursuant to 1.0the foregoing by Restricted Subsidiaries that are not the Issuer or Guarantors shall not exceed $100,000,000 at any one time outstanding. (b) The preceding sentence shall not prohibit Notwithstanding the Incurrence of foregoing, the Company and, to the extent provided below, any of Restricted Subsidiary may Incur the following Debt (collectively, "“Permitted Debt"”): (1) Debt Incurred by (“Permitted Bank Debt”) of the Company and or any Restricted Subsidiary pursuant to Credit Facilities (including the Senior Credit Agreement or Facility) and Guarantees of such Debt by any other revolving credit facility which, when taken together with all letters of credit and Restricted Subsidiary; provided that the aggregate principal amount of all other at any time outstanding Debt Incurred under this clause (1), does not exceed $500,000,000, less the greater amount of any Permitted Receivables Financing to the extent such amount exceeds $100 million and the sum of: (A) 65% of the gross book value of the inventory of the Company and its Restricted Subsidiaries; and (B) 85% of the gross book value of the accounts receivable of the Company and its Restricted Subsidiaries150,000,000; (2) Debt of the Company owed to and held by a Wholly Owned Subsidiary; provided, however, that any subsequent issuance or transfer of any Capital Stock that results in such Wholly Owned Subsidiary ceasing to be a Wholly Owned Subsidiary or any transfer of such Debt Restricted Subsidiary (other than to a Wholly Owned Receivables Subsidiary) shall be deemed, in each case, to constitute the issuance of Company or any Restricted Subsidiary so long as such Debt by continues to be owed to the CompanyCompany or a Restricted Subsidiary and which, if the obligor is the Issuer or a Guarantor and the lender is not the Issuer or any Guarantor, is subordinated in right of payment to the Notes or such Guarantor’s Note Guaranty, as applicable; (3) Debt of a Restricted Subsidiary incurred and outstanding on or prior the Issuer pursuant to the date on which such Restricted Subsidiary: (A) became a Restricted Subsidiary; or (B) was acquired by the Company (other than Notes and Debt issued in connection with, or to provide all or of any portion of the funds or credit support utilized to consummate, the transaction or series of related transactions Guarantor pursuant to which such Restricted Subsidiary became a Restricted Subsidiary or was acquired by the Company)Note Guaranty; (4) Debt (“Permitted Refinancing Debt”) constituting an extension or renewal of, replacement of, or substitution for, or issued in exchange for, or the incurrence net proceeds of which are used to repay, redeem, repurchase, refinance or refund, including by way of defeasance (all of the above, for purposes of this clause, “refinance”), then outstanding Debt in an amount not to exceed the principal amount of the Debt so refinanced, plus interest, premiums, fees and expenses; provided that the net proceeds of any Permitted Refinancing Debt may be held in escrow for a period of up to six months subsequent to being borrowed or issued before being applied to refinance then outstanding Debt; provided, further, that (A) in case the Debt to be refinanced is subordinated in right of payment to the Notes, the new Debt, by its terms or by the Company terms of any agreement or instrument pursuant to which it is outstanding, is expressly made subordinate in right of payment to the Notes at least to the extent that the Debt to be refinanced is subordinated to the Notes, (B) the new Debt does not have a Stated Maturity prior to the Stated Maturity of the Debt to be refinanced, and the Subsidiary Guarantors Average Life of the new Debt represented by is at least equal to the Notes and remaining Average Life of the related Subsidiary Guarantees Debt to be issued on the date refinanced, (C) in no event may Debt of the this Indenture and the Exchange Notes and the related Subsidiary Guarantees to Issuer or any Guarantor be issued refinanced pursuant to this clause by means of any Debt of any Restricted Subsidiary that is not the Registration Rights Agreement;Issuer or a Guarantor, and (5D) Debt outstanding on the Issue Date (other than Debt described in clause Incurred pursuant to clauses (1), (2), (35), (6), (10), (11), (12) and (13) may not be refinanced pursuant to this clause; (5) Hedging Agreements of the Company or any Restricted Subsidiary entered into in the ordinary course of business (4)A) for the purpose of limiting risks associated with the business of the Company and its Restricted Subsidiaries and (B) in connection with the Company’s Equity Interests providing for payments to current or former directors, officers or employees of the Company and its Restricted Subsidiaries or their heirs or estates; (6) Refinancing Debt of the Company or any Restricted Subsidiary with respect to (A) workers’ compensation claims, self-insurance obligations, performance bonds, surety, appeal or similar bonds and completion guarantees provided by the Company and its Restricted Subsidiaries in respect the ordinary course of their business, provided that upon the incurrence of Debt Incurred pursuant with respect to paragraph reimbursement type obligations regarding workers’ compensation claims, such obligations are reimbursed within 30 days following such incurrence, (a)B) deferred compensation to employees of the Company or any Restricted Subsidiary incurred in the ordinary course of business consistent with the historical practices of the Company or such Subsidiary; and (C) drawings under any same-day overdraft facilities extended by a bank or other lending institution, or pursuant to clause (4) or (5) or provided that any drawing that is not repaid in full on the Business Day following the day that such drawing was made shall not be permitted by this clause (6C); (7) Hedging Obligations; providedAcquired Debt, however, provided that with respect to Interest Rate Agreements and Currency Agreements (if such Currency Agreements relate to Debt), only after giving pro forma effect to the extent directly related to Debt permitted to be incurred by Incurrence thereof, the Company pursuant to this Indenture; andcould Incur at least $1.00 of Debt under the Leverage Ratio set forth in paragraph (a) above; (8) Debt of the Company or any Restricted Subsidiary outstanding on the Issue Date (and, for purposes of clause (4)(D), not otherwise constituting Permitted Debt); (9) Debt of the Company or any Restricted Subsidiary, which may include Capital Leases, Incurred on or after the Issue Date no later than 270 days after the date of purchase or completion of construction or improvement of property or other asset for the purpose of financing all or any part of the purchase price or cost of construction or improvement, provided that the principal amount of any Debt Incurred pursuant to this clause may not exceed (A) $250,000,000 less (B) the aggregate outstanding amount of Permitted Refinancing Debt Incurred to refinance Debt Incurred pursuant to this clause; (10) Debt of the Issuer or any Guarantor consisting of Guarantees of Debt of the Issuer or any Restricted Subsidiary Incurred under any other clause of this covenant; (11) any Permitted Receivables Financing in an aggregate principal amount whichat any time outstanding not to exceed (A) $500,000,000, together with all less (B) the amount of Debt incurred under clause (1) outstanding at such time; (12) Debt arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds; provided that such Debt is extinguished within five Business Days; and (13) Debt of the Company and or any Restricted Subsidiary Incurred on or after the Restricted Subsidiaries then Issue Date not otherwise permitted in an aggregate principal amount at any time outstanding not to exceed 10% of Consolidated Total Assets as of the end of the Company’s most recently completed fiscal quarter. (c) Notwithstanding any other than Debt permitted by clauses (1) through (7) provision of this paragraph) does Section 4.06, for purposes of determining compliance with this Section 4.06, increases in Debt solely due to fluctuations in the exchange rates of currencies will not be deemed to exceed $5.0 millionthe maximum amount that the Company or a Restricted Subsidiary may Incur under this Section 4.06. For purposes of determining compliance with this Section 4.09any U.S. dollar-denominated restriction on the Incurrence of Debt, the U.S. dollar-equivalent principal amount of Debt denominated in a foreign currency shall be calculated based on the relevant currency exchange rate in effect on the date such Debt was Incurred; provided that if such Debt is Incurred to refinance other Debt denominated in a foreign currency, and such refinancing would cause the applicable U.S. dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing, such U.S. dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such refinancing Debt does not exceed the principal amount of such Debt being refinanced. The principal amount of any Debt Incurred to refinance other Debt, if Incurred in a different currency from the Debt being refinanced, shall be calculated based on the currency exchange rate applicable to the currencies in which such respective Debt is denominated that is in effect on the date of such refinancing. (d) In the event that an item of proposed Debt meets the criteria of more than one of the categories types of Permitted Debt described in this Section 4.06, the Company, in its sole discretion, will classify items of Debt and will only be required to include the amount and type of such Debt in one of such clauses and the Company will be entitled to divide and classify an item of Debt in more than one of the types of Debt described in this Section 4.06, and may change the classification of an item of Debt (or any portion thereof) to any other type of Debt described in this Section 4.06 at any time; provided that Debt under the Senior Credit Facility outstanding on the Issue Date shall be deemed at all times to be incurred under clause (1) through of Section 4.06(b) above. (8) abovee) Accrual of interest or dividends, the accretion of accreted value and the payment of interest or is entitled dividends in the form of additional Debt of the same class will not be deemed to be Incurred, in whole or in part, pursuant to the first paragraph an Incurrence of Debt for purposes of this Section 4.09, 4.06 but will be included in subsequent calculations of the Company shall be permitted to classify such item amount of outstanding Debt on the date for purposes of its incurrence in any manner that complies with this Section 4.09Incurring future Debt. (cf) Notwithstanding paragraphs (a) and (b), Neither the Company and its Restricted Subsidiaries shall not Issuer nor any Guarantor may Incur any Debt if that is subordinate in right of payment to other Debt of the proceeds thereof are used, directly Issuer or indirectly, to repay, prepay, redeem, defease, retire, refund or refinance any Subordinated Obligations the Guarantor unless such Debt will be subordinated is also subordinate in right of payment to the NotesNotes or the relevant Note Guaranty on substantially identical terms. This does not apply to distinctions between categories of Debt that exist by reason of any Liens or Guarantees securing or in favor of some but not all of such Debt. Unsecured Debt will not be treated as subordinated or junior to secured Debt merely because it is unsecured and senior Debt will not be treated as subordinated or junior to any other senior Debt merely because it has a junior priority with respect to the same collateral.

Limitation on Debt. (a) The Company shall Except for Debt incurred under or pursuant to this Agreement or the Notes, AMCV will not, and shall will not permit any Restricted Subsidiary toSubsidiary, directly to create, assume, incur, guarantee or indirectly, Incur any Debt unless the Consolidated EBITDA Coverage Ratio at the date of such Incurrence exceeds 2.0 to 1.0. (b) The preceding sentence shall not prohibit the Incurrence otherwise become liable in respect of any of Debt, except for the following Debt (collectively, "Permitted Debt"): (1a) Preferred Ship Mortgage (the "Mortgage") on the Vessel in a maximum principal amount not to exceed $84,500,000; (b) Debt Incurred incurred under or pursuant to that certain Credit Agreement dated as of February 25, 1999 executed by The Delta Queen Steamboat Co. ("Delta Queen"), The Financial Institutions Listed on the Signature Pages Thereof and Which From Time to Time Become Parties Thereto, The Chase Manhattan Bank, as Issuing Bank and as Administrative Agent, and Hibernia National Bank, as Documentation Agent, (subject to paragraph (j) below) as amended from time to time; (c) Project America MARAD Debt in a principal amount not to exceed $1,100,000,000 at any one time outstanding; (d) additional MARAD Debt incurred in connection with Coastal Cruisers, in a principal amount not to exceed $75,000,000 at any one time outstanding; (e) guarantees associated with vendor financing for vessels under construction by AMCV or its Subsidiaries in an amount not to exceed $50,000,000 at any one time outstanding; (f) Debt owing by a Subsidiary to AMCV or another Subsidiary (other than Debt owed by Oceanic Ship Co. to another subsidiary of AMCV) or by AMCV to a Subsidiary; (g) the unsecured guarantee by AMCV of the Debt secured by the Company and any Restricted Subsidiary pursuant to the Credit Agreement or any other revolving credit facility which, when taken together with all letters of credit and the principal amount of all other outstanding Debt Incurred under this clause (1), does not exceed the greater of $100 million and the sum of:Mortgage; (Ah) 65% of the gross book value of the inventory of the Company and additional Debt incurred by AMCV or its Restricted SubsidiariesSubsidiaries which is either unsecured Debt or Subordinated Debt; (i) additional Debt incurred by AMCV or its Subsidiaries in an amount not to exceed $50,000,000 at any one time outstanding; and (Bj) 85% any amendment, extension, renewal, refinancing, refunding or replacement of any of the gross book value of foregoing Debt, provided that neither the accounts receivable of maturity nor the Company and its Restricted Subsidiaries; (2) Debt of the Company owed to and held by a Wholly Owned Subsidiary; provided, however, that any subsequent issuance or transfer of any Capital Stock that results in such Wholly Owned Subsidiary ceasing to be a Wholly Owned Subsidiary or any transfer average life of such Debt (other than to a Wholly Owned Subsidiary) shall be deemed, in each case, to constitute the issuance of such Debt by the Company; (3) Debt of a Restricted Subsidiary incurred and outstanding on or prior to the date on which such Restricted Subsidiary: (A) became a Restricted Subsidiary; or (B) was acquired by the Company (other than Debt issued in connection with, or to provide all or any portion of the funds or credit support utilized to consummate, the transaction or series of related transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary or was acquired by the Company); (4) the incurrence by the Company is shortened and the Subsidiary Guarantors of Debt represented by the Notes and the related Subsidiary Guarantees to be issued on the date of the this Indenture and the Exchange Notes and the related Subsidiary Guarantees to be issued pursuant to the Registration Rights Agreement; (5) Debt outstanding on the Issue Date (other than Debt described in clause (1), (2), (3) or (4); (6) Refinancing Debt in respect of Debt Incurred pursuant to paragraph (a), or pursuant to clause (4) or (5) or this clause (6); (7) Hedging Obligations; provided, however, that with respect to Interest Rate Agreements and Currency Agreements (if such Currency Agreements relate to Debt), only to the extent directly related to Debt permitted to be incurred by the Company pursuant to this Indenture; and (8) Debt in an aggregate principal amount which, together with all other Debt of the Company and the Restricted Subsidiaries then outstanding (other than Debt permitted by clauses (1) through (7) of this paragraph) does annual required debt service thereunder is not exceed $5.0 million. For purposes of determining compliance with this Section 4.09, in the event that an item of proposed Debt meets the criteria of more than one of the categories of Permitted Debt described in clauses (1) through (8) above, or is entitled to be Incurred, in whole or in part, pursuant to the first paragraph of this Section 4.09, the Company shall be permitted to classify such item of Debt on the date of its incurrence in any manner that complies with this Section 4.09increased. (c) Notwithstanding paragraphs (a) and (b), the Company and its Restricted Subsidiaries shall not Incur any Debt if the proceeds thereof are used, directly or indirectly, to repay, prepay, redeem, defease, retire, refund or refinance any Subordinated Obligations unless such Debt will be subordinated to the Notes.

Limitation on Debt. (a) The Company shall not, and shall not permit any Restricted Subsidiary to, Incur, directly or indirectly, Incur any Debt unless unless, after giving pro forma effect to the Consolidated EBITDA Coverage Ratio at application of the date proceeds thereof, no Default or Event of Default would occur as a consequence of such Incurrence exceeds 2.0 or be continuing following such Incurrence and such Debt is Debt of the Company or a Restricted Subsidiary and after giving pro forma effect to 1.0the Incurrence of such Debt and the application of the proceeds thereof, the Consolidated Interest Coverage Ratio would be greater than 2.00 to 1.00; provided, however, that Restricted Subsidiaries that are not Subsidiary Guarantors may not incur Debt pursuant to this paragraph (a) if, after giving pro forma effect to such incurrence or issuance (including a pro forma application of the net proceeds therefrom), more than an aggregate of $50,000,000 of Debt of Restricted Subsidiaries that are not Subsidiary Guarantors is outstanding pursuant to this paragraph (a) at such time. (b) The preceding sentence shall not prohibit Notwithstanding the Incurrence of any foregoing paragraph (a), each of the following Debt shall be permitted (collectively, "“Permitted Debt"”): (1) Debt Incurred by the Company and any Restricted Subsidiary pursuant to the Credit Agreement or any other revolving credit facility which, when taken together with all letters of credit and the principal amount of all other outstanding Debt Incurred under this clause (1), does not exceed the greater of $100 million and the sum of: (A) 65% of the gross book value of the inventory of the Company evidenced by the Offered Securities and its Restricted Subsidiaries; and (B) 85% of Subsidiary Guarantors evidenced by Subsidiary Guarantees relating to the gross book value of the accounts receivable Offered Securities and Debt of the Company represented by the Exchange Securities with respect to the Offered Securities and its Restricted Subsidiariesthe Subsidiary Guarantors evidenced by Subsidiary Guarantees relating to the Exchange Securities with respect to the Offered Securities; (2) Debt of the Company owed or a Restricted Subsidiary under any Credit Facilities; provided, however, that the aggregate principal amount of all such Debt under the Credit Facilities at any one time outstanding shall not exceed $200,000,000; (3) Debt of the Company owing to and held by any Restricted Subsidiary and Debt of a Wholly Owned Restricted Subsidiary owing to and held by the Company or any Restricted Subsidiary; provided, however, that (A) any subsequent issuance issue or transfer of any Capital Stock or other event that results in any such Wholly Owned Restricted Subsidiary ceasing to be a Wholly Owned Restricted Subsidiary or any subsequent transfer of any such Debt (other than except to the Company or a Wholly Owned Restricted Subsidiary) shall be deemed, in each case, to constitute the issuance Incurrence of such Debt by the Companyissuer thereof and (B) if the Company or any Subsidiary Guarantor is the obligor on such Debt and the payee is not the Company or a Subsidiary Guarantor, such Debt is expressly subordinated to the prior payment in full in cash of all obligations with respect to the Securities or the applicable Subsidiary Guarantee; (4) Debt outstanding on the Issue Date not otherwise described in clauses (1) through (3) above; (5) (A) Debt (including Capital Lease Obligations) Incurred by the Company or any Restricted Subsidiary (i) to finance the purchase, lease, construction or improvement of property (real or personal) or equipment (whether through the direct purchase of assets or the Capital Stock of any Person owning such assets) at the time of, or within 270 days after, such purchase, lease or improvement or (ii) as part of a Sale and Leaseback Transaction and (B) Debt constituting Guarantees of Debt of Permitted Joint Ventures; provided, however, that the aggregate principal amount of such Debt and Guarantees, when taken together with the amount of Debt and Guarantees previously Incurred pursuant to this clause (5) and then outstanding (including any Permitted Refinancing Debt with respect thereto), does not exceed the greater of (x) $75,000,000 and (y) 6.0% of Total Tangible Assets; (6) Debt of a Restricted Subsidiary incurred and outstanding on or prior to the date on which such Restricted Subsidiary: (A) became a Restricted Subsidiary; or (B) Subsidiary was acquired by the Company or otherwise became a Restricted Subsidiary (other than Debt issued in connection withIncurred as consideration in, or to provide all or any portion of the funds or credit support utilized to consummate, the transaction or series of related transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary of the Company or was otherwise acquired by the Company); provided, however, that at the time such Restricted Subsidiary was acquired by the Company or otherwise became a Restricted Subsidiary and after giving effect to the Incurrence of such Debt, either (i) the Company would have been able to Incur $1.00 of additional Debt pursuant to paragraph (a) of this Section 4.03 or (ii) the Consolidated Interest Coverage Ratio would be greater than immediately prior to the time such Restricted Subsidiary was acquired by the Company or otherwise became a Restricted Subsidiary; (47) the incurrence Debt under Interest Rate Agreements entered into by the Company or a Restricted Subsidiary for the purpose of fixing, hedging or swapping interest rate risk and not for speculative purposes; provided, however, that the Subsidiary Guarantors of obligations under such agreements are directly related to payment obligations on Debt represented otherwise permitted by the Notes and the related Subsidiary Guarantees to be issued on the date terms of the this Indenture and the Exchange Notes and the related Subsidiary Guarantees to be issued pursuant to the Registration Rights AgreementSection 4.03; (5) 8) Debt outstanding on under Currency Exchange Protection Agreements entered into by the Issue Date (other than Debt described in clause (1)Company or a Restricted Subsidiary for the purpose of fixing, (2), (3) hedging or (4)swapping currency exchange rate risks directly related to transactions entered into by the Company or such Restricted Subsidiary and not for speculative purposes; (69) Debt in connection with one or more standby letters of credit, performance, bid or surety bonds or completion guarantees issued by the Company or a Restricted Subsidiary in the ordinary course of business or repayment obligations pursuant to self-insurance obligations and, in each case, not in connection with the borrowing of money or the obtaining of advances or credit; (10) Debt arising from agreements of the Company or a Restricted Subsidiary providing for indemnification, adjustment of purchase price or similar obligations, in each case, incurred in connection with the disposition of any business, assets or Capital Stock of a Subsidiary, other than Guarantees of Debt Incurred by any Person acquiring all or any portion of such business, assets or Capital Stock; provided, however, that the maximum aggregate liability in respect of all such Debt shall at no time exceed the gross proceeds actually received by the Company or such Restricted Subsidiary in connection with such disposition; (11) Debt arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business; provided, however, that such Debt is extinguished within five Business Days of its Incurrence; (12) Permitted Refinancing Debt Incurred in respect of Debt Incurred pursuant to paragraph (a) of this Section 4.03 and clauses (1), or pursuant to clause (4) or ), (5) or and (6) above and this clause (612); (713) Hedging ObligationsDebt in the form of loans from Unrestricted Subsidiaries in an aggregate principal amount at any time outstanding not to exceed $10,000,000; (14) Debt consisting of promissory notes issued by the Company or any Restricted Subsidiary to current or former officers, directors or employees of the Company or any of its Subsidiaries (or permitted transferees of such officers, directors or employees) to finance any repurchase of shares of Capital Stock or options to purchase shares of Capital Stock made in accordance with clause (d) or (e) of the second paragraph of Section 4.04; (15) any Guarantee by the Company or a Restricted Subsidiary of Debt of the Company or a Restricted Subsidiary that was Incurred in compliance with this covenant; provided, however, that if such Debt is by its express terms subordinated in right of payment to the Securities or the Subsidiary Guarantee of such Restricted Subsidiary, as applicable, any such guarantee with respect to Interest Rate Agreements and Currency Agreements (if such Currency Agreements relate to Debt), only Debt shall be expressly subordinated in right of payment to the extent directly related to Securities or such Restricted Subsidiary’s Subsidiary Guarantee; (16) Debt permitted to be incurred Incurred by the Company pursuant to this IndentureRefinance the Holdco Notes; provided, however, that after giving pro forma effect thereto the Consolidated Net Debt Ratio would be no greater than 5.00 to 1.00; and (8) 17) in addition to the items referred to in clauses (1) through (l6) above, Debt of the Company or a Restricted Subsidiary in an aggregate principal amount which, when taken together with all other the amount of Debt of the Company previously Incurred pursuant to this clause (17) and the Restricted Subsidiaries then outstanding (other than Debt permitted by clauses (1) through (7) of this paragraph) outstanding, does not exceed $5.0 million. 75,000,000. (c) For purposes of determining compliance with this Section 4.09, 4.03: (1) any Debt under the Credit Facilities Incurred on the Issue Date will be deemed to have been Incurred pursuant to clause (2) of paragraph (b) above; (2) in the event that an item of proposed Debt meets the criteria of more than one of the categories types of Permitted Debt described in clauses (1) through (8) above, or is entitled to be Incurredthe Company, in whole or in partits sole discretion, pursuant to the first paragraph of this Section 4.09, the Company shall be permitted to will classify such item of Debt on at the time of Incurrence and only be required to include the amount and type of such Debt in one of the above clauses; (3) the Company will be entitled to divide and classify an item of Debt in more than one of the types of Debt described above; and (4) other than Debt classified pursuant to clause (1) of this paragraph, following the date of its incurrence Incurrence, any Debt originally classified as Incurred pursuant to one of the clauses in any manner that complies with this Section 4.09. (c) Notwithstanding paragraphs (a) and (b), the definition of “Permitted Debt” above may later be reclassified by the Company and its Restricted Subsidiaries shall not Incur any Debt if such that it will be deemed as having been Incurred pursuant to another clause in the proceeds thereof are useddefinition of “Permitted Debt” above, directly or indirectlyas applicable, to repay, prepay, redeem, defease, retire, refund or refinance any Subordinated Obligations unless the extent that such reclassified Debt will could be subordinated Incurred pursuant to such new clause at the Notestime of such reclassification.

Limitation on Debt. (a) The Company shall will not, and shall will not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, Incur any Debt; provided that the Company or any of its Restricted Subsidiaries may Incur Debt unless the Consolidated EBITDA Coverage Ratio at if, on the date of such the Incurrence, after giving pro forma effect to the Incurrence exceeds 2.0 and the receipt and the application of the proceeds therefrom, the Fixed Charge Coverage Ratio is not less than 2.25 to 1.0; and provided, further, that the amount of Debt Incurred pursuant to this paragraph by Restricted Subsidiaries that are not Guarantors shall not exceed in an aggregate principal amount at any one time outstanding the greater of (i) $150.0 million and (ii) 2.5% of Adjusted Consolidated Net Tangible Assets. (b) The preceding sentence shall not prohibit Notwithstanding the Incurrence of foregoing, the Company and, to the extent provided below, any of Restricted Subsidiary may Incur the following Debt (collectively, "“Permitted Debt"”): (1) Debt Incurred by the Company and any Restricted Subsidiary pursuant to the Credit Agreement or any other revolving credit facility which, when taken together with all letters of credit and the principal amount of all other outstanding Debt Incurred under this clause (1), does not exceed the greater of $100 million and the sum of: (A) 65% of the gross book value of the inventory of the Company and its or a Restricted Subsidiaries; and (B) 85% of the gross book value of the accounts receivable of Subsidiary so long as such Debt is owed to the Company or a Restricted Subsidiary and its which, if the obligor is the Company or a Guarantor, is subordinated in right of payment to the Notes or the Note Guarantees, as applicable; provided, however, that if such Debt is owed to a Restricted SubsidiariesSubsidiary that is not a Guarantor such Debt shall be unsecured and subordinated in right of payment to the Notes; (2) Debt of the Company owed pursuant to and held by a Wholly Owned Subsidiary; provided, however, that any subsequent issuance or transfer of any Capital Stock that results in such Wholly Owned Subsidiary ceasing to be a Wholly Owned Subsidiary or any transfer of such Debt the Notes (other than any Additional Notes) and Debt of the Guarantors pursuant to a Wholly Owned Subsidiary) shall be deemed, in each case, the Note Guarantees (other than with respect to constitute the issuance of such Debt by the Companyany Additional Notes); (3) Debt of the Company or a Restricted Subsidiary incurred (“Permitted Refinancing Debt”) constituting an extension or renewal of, replacement of, or substitution for, or issued in exchange for, or the net proceeds of which are used to repay, redeem, repurchase, refinance or refund, including by way of defeasance (all of the above, for purposes of this clause, “refinance”) then outstanding Debt in an amount not to exceed the principal amount of the Debt so refinanced, plus premiums (including tender premiums), discounts, fees and outstanding on other costs and expenses (including original issue discount, upfront fees or prior to the date on which such Restricted Subsidiarysimilar fees); provided that: (A) became in case the Debt to be refinanced is subordinated in right of payment to the Notes or a Restricted Subsidiary; orNote Guarantee, the new Debt, by its terms or by the terms of any agreement or instrument pursuant to which it is outstanding, is expressly made subordinate in right of payment to the Notes or such Note Guarantee at least to the extent that the Debt to be refinanced is subordinated to the Notes or such Note Guarantee; (B) was acquired by the new Debt does not have a Stated Maturity prior to (i) the Stated Maturity of the Debt to be refinanced, and the Average Life of the new Debt is at least equal to the remaining Average Life of the Debt to be refinanced or (ii) the 91st day after the Stated Maturity of the Notes and does not have any scheduled principal payments prior to such date; (C) in no event may Debt of the Company (other than Debt issued in connection with, or to provide all or any portion of the funds or credit support utilized to consummate, the transaction or series of related transactions Guarantor be refinanced pursuant to which such this clause by means of any Debt of any Restricted Subsidiary became that is not a Restricted Subsidiary or was acquired by the CompanyGuarantor; and (D) Debt Incurred pursuant to clauses (1), (4), (5), (8), (9), (10), (11), (12), (13), (14), (15), (16), (17), (18) and (20) may not be refinanced pursuant to this clause; (4) the incurrence by Debt under Hedging Agreements of the Company and or any Restricted Subsidiary entered into in the Subsidiary Guarantors ordinary course of Debt represented by the Notes and the related Subsidiary Guarantees to be issued on the date of the this Indenture and the Exchange Notes and the related Subsidiary Guarantees to be issued pursuant to the Registration Rights Agreement; (5) Debt outstanding on the Issue Date (other than Debt described in clause (1), (2), (3) business or (4); (6) Refinancing Debt in respect of Debt Incurred pursuant to paragraph (a), or pursuant to clause (4) or (5) or this clause (6); (7) Hedging Obligations; provided, however, that with respect to Interest Rate Agreements and Currency Agreements (if such Currency Agreements relate to Debt), only to the extent directly related to Debt permitted to be incurred Incurred by the Company or any Restricted Subsidiary pursuant to this Indenture, and in each case not for speculative purposes; (5) Debt of the Company or any Restricted Subsidiary in respect of performance bonds, customs, reimbursement obligations, letters of credit, bankers’ acceptances, deposits, promissory notes, self-insurance obligations, completion guarantees and bid, surety or appeal bonds or Hydrocarbons balancing positions provided in the ordinary course of business; (i) Debt of the Company or any Restricted Subsidiary Incurred to finance an acquisition (or other purchase of assets), or (ii) Acquired Debt of the Company or any Restricted Subsidiary; andprovided, however, in the case of clauses (i) or (ii), that after giving effect to the Incurrence of such Debt pursuant to this clause, either (A) the Company or such Restricted Subsidiary would have been able to Incur $1.00 of additional Debt pursuant to the test set forth in ‎Section 4.09(a); or (B) would not have a lower ratio set forth in ‎Section 4.09(a) immediately after such Incurrence; (7) Debt of the Company or any Restricted Subsidiary outstanding on the Issue Date (including, without limitation, the Senior Notes but other than Debt outstanding under the Facility or the Corporate Revolver); (8) Debt in an aggregate principal amount which, together with all other represented by guarantees of pension fund obligations of the Company or any Restricted Subsidiary required by law or regulation; (9) Debt of the Company or any Restricted Subsidiary Incurred through the provision of bonds, guarantees, letters of credit or similar instruments required by any maritime commission or authority or other governmental or regulatory agencies, including, without limitation, customs authorities; in each case, for vessels owned or chartered by, and the Restricted Subsidiaries then outstanding (other than Debt permitted by clauses (1) through (7) of this paragraph) does not exceed $5.0 million. For purposes of determining compliance with this Section 4.09, in the event that an item ordinary course of proposed Debt meets the criteria of more than one of the categories of Permitted Debt described in clauses (1) through (8) above, or is entitled to be Incurred, in whole or in part, pursuant to the first paragraph of this Section 4.09business of, the Company shall be permitted to classify such item or any of Debt on the date of its incurrence in any manner that complies with this Section 4.09. (c) Notwithstanding paragraphs (a) and (b), the Company and its Restricted Subsidiaries shall at any time outstanding not Incur to exceed the amount required by such governmental or regulatory authority; (10) Debt of any cash pooling or other cash management agreements of the Company or any Restricted Subsidiary in place with a bank or financial institution but only to the extent of offsetting credit balances of the Company or any of its Restricted Subsidiaries pursuant to such cash pooling or other cash management; (11) Debt if of the Company or any Restricted Subsidiary to the extent that the net proceeds thereof are used, directly promptly deposited to defease or indirectly, to repay, prepay, redeem, defease, retire, refund or refinance any Subordinated Obligations unless such Debt will be subordinated to satisfy and discharge the Notes.Notes in accordance with this Indenture;

Limitation on Debt. (a) The Notwithstanding anything contained in Section 4.09(b), prior to the Merger and Release, the Company shall not Incur any Debt (including Acquired Debt), except for the Senior Subordinated Notes, the Senior Notes and Debt Incurred in connection with the Credit Facility Escrow Arrangements. (b) From and after the Release and the Merger, the Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, Incur any Debt; provided, however, that the Company and any Subsidiary Guarantor may Incur Debt unless and the Consolidated EBITDA Coverage Ratio at Company and any Restricted Subsidiary may Incur Acquired Debt if, after giving effect to the date Incurrence of such Incurrence exceeds 2.0 Debt and the application of the proceeds therefrom, the Leverage Ratio of the Company and the Restricted Subsidiaries (on a consolidated basis) would not exceed 6.0 to 1.0. (bc) The preceding sentence shall not prohibit the Incurrence of Notwithstanding Section 4.09(b), any or all of the following Debt (collectively, "Permitted Debt"):) may be Incurred: (1) Debt Incurred by of the Company and or any Restricted Subsidiary pursuant to Guarantor under the Credit Agreement or any other revolving credit facility which, when taken together with all letters of credit and Facility; provided that the aggregate principal amount of all other outstanding such Debt Incurred under this clause (1), does the Credit Facility shall not exceed $1.525 billion less the greater amount of $100 million and any permanent mandatory repayments made under the sum of: Credit Facility (Aand, in the case of any revolving subfacility thereunder, permanent commitment reductions) 65% of the gross book value of the inventory of the Company and its Restricted Subsidiaries; and (B) 85% of the gross book value of the accounts receivable of the Company and its Restricted Subsidiarieswith Net Available Cash from Asset Sales; (2a) after giving effect to the Special Pro Rata Redemption, the Senior Subordinated Notes and related Guarantees (excluding any Additional Senior Subordinated Notes) and any Senior Subordinated Notes and related Guarantees issued in exchange for the Senior Subordinated Notes and related Guarantees pursuant to the Registration Rights Agreement and (b) the Senior Notes and related Guarantees (excluding any Additional Senior Notes (as such term is defined in the indenture relating to the Senior Notes)) and any Senior Notes and related Guarantees issued in exchange for the Senior Notes and related Guarantees pursuant to the Registration Rights Agreement; (3) Debt of the Company owed or any Restricted Subsidiary in respect of Capital Lease Obligations and Purchase Money Debt, provided that: (i) the aggregate principal amount of such Debt secured thereby does not exceed the Fair Market Value (on the date of the Incurrence thereof) of the Property acquired, constructed or leased, and (ii) the aggregate principal amount of all Debt Incurred and then outstanding pursuant to this Section 4.09(c)(3) (together with all Permitted Refinancing Debt Incurred and then outstanding in respect of Debt previously Incurred pursuant to this Section 4.09(c)(3)) does not exceed $30 million; (4) Debt of the Company owing to and held by any Subsidiary Guarantor and Debt of a Wholly Owned SubsidiaryRestricted Subsidiary owing to and held by the Company or any Subsidiary Guarantor; provided, however, that (a) any subsequent issuance issue or transfer of any Capital Stock or other event that results in any such Wholly Owned Subsidiary Guarantor ceasing to be a Wholly Owned Subsidiary Guarantor or any subsequent transfer of any such Debt (other than except to the Company or a Wholly Owned SubsidiarySubsidiary Guarantor) shall be deemed, in each case, to constitute the issuance Incurrence of such Debt by the Company; issuer thereof not permitted by this Section 4.09(c)(4) and (3b) such Debt of a Restricted Subsidiary incurred and outstanding on or prior shall be expressly subordinated to the date on which such Restricted Subsidiary: (A) became a Restricted Subsidiary; or (B) was acquired by prior payment in full in cash of all obligations under the Company (other than Debt issued in connection with, Senior Subordinated Notes or to provide all or any portion of the funds or credit support utilized to consummate, the transaction or series of related transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary or was acquired by the Company); (4) the incurrence by the Company and the Subsidiary Guarantors Guarantee of Debt represented by the Notes and the related such Subsidiary Guarantees to be issued on the date of the this Indenture and the Exchange Notes and the related Subsidiary Guarantees to be issued pursuant to the Registration Rights AgreementGuarantor; (5) Debt outstanding on the Issue Date (other than Debt described in clause (1), (2), (3) or (4); (6) Refinancing Debt in respect of Debt Incurred pursuant to paragraph (a), or pursuant to clause (4) or (5) or this clause (6); (7) Hedging Obligations; provided, however, that with respect to under Interest Rate Agreements entered into by the Company or a Restricted Subsidiary for the purpose of limiting interest rate risk in the ordinary course of the financial management of the Company or any Restricted Subsidiary and Currency Agreements (if not for speculative purposes; provided that the obligations under such Currency Agreements relate to Debt), only to the extent agreements are directly related to payment obligations on Debt otherwise permitted to be incurred by the Company pursuant to this Indenture; and (8) Debt in an aggregate principal amount which, together with all other Debt of the Company and the Restricted Subsidiaries then outstanding (other than Debt permitted by clauses (1) through (7) of this paragraph) does not exceed $5.0 million. For purposes of determining compliance with this Section 4.09, in the event that an item of proposed Debt meets the criteria of more than one of the categories of Permitted Debt described in clauses (1) through (8) above, or is entitled to be Incurred, in whole or in part, pursuant to the first paragraph terms of this Section 4.09, the Company shall be permitted to classify such item of Debt on the date of its incurrence in any manner that complies with this Section 4.09. (c) Notwithstanding paragraphs (a) and (b), the Company and its Restricted Subsidiaries shall not Incur any Debt if the proceeds thereof are used, directly or indirectly, to repay, prepay, redeem, defease, retire, refund or refinance any Subordinated Obligations unless such Debt will be subordinated to the Notes.;

Limitation on Debt. (a) The Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, Incur any Debt unless Debt, including Acquisition Debt, unless, after giving effect to the Consolidated EBITDA Coverage Ratio at the date Incurrence of such Incurrence exceeds Debt and the receipt and application of the proceeds therefrom, the Fixed Charge Ratio of the Company would be equal to or greater than 2.0 to 1.01. (b) The preceding sentence shall not prohibit Notwithstanding the Incurrence provisions of any Section 1008(a), the Company may Incur each and all of the following Debt following: (collectivelyi) Company Refinancing Debt, "Permitted Debt"): (1) Debt Incurred by the Company and any Restricted Subsidiary pursuant to the Credit Agreement or any other revolving credit facility which, when taken together with all letters of credit and the principal amount of all other outstanding Debt Incurred under this clause (1), does not exceed the greater of $100 million and the sum of: (A) 65% of the gross book value of the inventory of the Company and its Restricted Subsidiaries; and (B) 85% of the gross book value of the accounts receivable of the Company and its Restricted Subsidiaries; (2ii) Debt of the Company owed to and held by a Wholly Owned Subsidiary; providedany of its Restricted Subsidiaries or any Eligible Joint Venture that is expressly subordinated in right of payment to the Securities of all series, however, provided that any subsequent issuance or transfer of any Capital Stock that results in such Wholly Owned Subsidiary ceasing to be a Wholly Owned Subsidiary or any transfer of such Debt by a Restricted Subsidiary or an Eligible Joint Venture (other than to another Restricted Subsidiary or another Eligible Joint Venture), or any transfer of the Company's ownership interest, or a Wholly Owned Subsidiary) shall be deemedportion thereof, in each case, to constitute the issuance of such Debt by the Company; (3) Debt of a Restricted Subsidiary incurred and outstanding on or prior to the date on which such Restricted Subsidiary: (A) became a Restricted Subsidiary; or (B) was acquired by the Company (other than Debt issued in connection with, or to provide all or any portion of the funds or credit support utilized to consummate, the transaction or series of related transactions pursuant to which such Restricted Subsidiary became or such Eligible Joint Venture or the interest, or a portion thereof, of Kiewit in a Permitted Joint Venture or an Eligible Joint Venture (which transfer has the effect of causing such Restricted Subsidiary or such Eligible Joint Venture to cease to be a Restricted Subsidiary or was acquired by an Eligible Joint Venture, as the Companycase may be); (4) the incurrence by the Company and the Subsidiary Guarantors , shall be deemed to be an Incurrence of Debt represented by the Notes and the related Subsidiary Guarantees to be issued on the date of the this Indenture and the Exchange Notes and the related Subsidiary Guarantees to be issued pursuant that is subject to the Registration Rights Agreement; (5) Debt outstanding on the Issue Date (provisions of this Section 1008 other than Debt described in clause (1), (2), (3) or (4); (6) Refinancing Debt in respect of Debt Incurred pursuant to paragraph (a), or pursuant to clause (4) or (5) or this clause (6ii);, (7iii) Hedging Obligations; provided, however, that with respect to Interest Rate Agreements and Currency Agreements (if such Currency Agreements relate to Debt), only to the extent directly related to Debt permitted to be incurred by the Company pursuant to this Indenture; and (8) Debt in an aggregate principal amount whichnot to exceed $100 million outstanding at any one time may be issued under or in respect of Permitted Working Capital Facilities, together with all (iv) Non-Recourse Debt Incurred in respect of one or more Permitted Facilities in which the Company has a direct or indirect interest, (v) Debt in respect of Currency Protection Agreements or Interest Rate Protection Agreements, (vi) Purchase Money Debt, provided that the amount of such Debt (net of any original issue discount) does not exceed 90% of the fair market value of the Property acquired, (vii) the Securities and other Debt outstanding as of the Company and Issue Date of the Restricted Subsidiaries then outstanding Securities (other than Debt permitted by clauses (1) through (7) of this paragraph) does not exceed $5.0 million. For purposes of determining compliance to the extent that it is extinguished, retired, defeased or repaid in connection with this Section 4.09, in the event that an item of proposed Debt meets the criteria of more than one original issuance of the categories Securities), including Debt that is Incurred in respect of Permitted interest or discount on such Debt described (or Redeemable Stock issued as dividends in clauses (1respect of Redeemable Stock) through (8) above, or is entitled to be Incurred, in whole or in part, pursuant to the first paragraph terms of this Section 4.09, the Company shall be permitted to classify agreement or instrument that governs such item of Debt (or such Redeemable Stock) as in effect on the date Issue Date of its incurrence in any manner that complies with this Section 4.09. (c) Notwithstanding paragraphs (a) the Securities and (b), the Company and its Restricted Subsidiaries shall viii) Debt in an aggregate principal amount not Incur to exceed $75 million outstanding at any Debt if the proceeds thereof are used, directly or indirectly, to repay, prepay, redeem, defease, retire, refund or refinance any Subordinated Obligations unless such Debt will be subordinated to the Notesone time.