Common use of Limitation on Incurrence of Additional Indebtedness Clause in Contracts

Limitation on Incurrence of Additional Indebtedness. The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, incur any Indebtedness other than Permitted Indebtedness; provided, however, that if no Default has occurred and is continuing at the time of or would occur as a consequence of the incurrence of any such Indebtedness, the Company or any Subsidiary Guarantor may incur Indebtedness (including Acquired Indebtedness), and Restricted Subsidiaries which are not Guarantors may incur Acquired Indebtedness, in each case if, after giving effect to the incurrence thereof, the Consolidated Fixed Charge Coverage Ratio of the Company is at least 2.0 to 1.0 (the “Coverage Ratio Exception”). The Company will not, directly or indirectly, in any event incur any Indebtedness that purports to be by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to any other Indebtedness of the Company unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to the Notes to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of the Company. No Subsidiary Guarantor will, directly or indirectly, in any event incur any Indebtedness that purports to be by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to any other Indebtedness of such Subsidiary Guarantor unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to the Note Guarantee of such Subsidiary Guarantor to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of such Subsidiary Guarantor. Notwithstanding any other provision in this Section 4.08, the maximum amount of Indebtedness that the Company or any Restricted Subsidiary may incur pursuant to this Section 4.08 shall not be deemed to be exceeded as a result of fluctuations in the exchange rates of currencies. For purposes of determining compliance with this Section 4.08:

Limitation on Incurrence of Additional Indebtedness. The Company will shall not, and will shall not permit any of its Restricted Subsidiaries to, directly or indirectly, incur create, incur, assume, guarantee, acquire, become liable, contingently or otherwise, with respect to, or otherwise become responsible for payment of (collectively, “incur”) any Indebtedness (other than Permitted Indebtedness); provided, however, that if no Default has or Event of Default shall have occurred and is be continuing at the time of or would occur as a consequence of the incurrence of any such Indebtedness, the Company or any Subsidiary Guarantor and the Guarantors may incur Indebtedness (including including, without limitation, Acquired Indebtedness)) and any Restricted Subsidiary of the Company that is not or will not, and Restricted Subsidiaries which are not Guarantors upon such incurrence, become a Guarantor may incur Acquired Indebtedness, in each case ifif on the date of the incurrence of such Indebtedness, after giving effect to the incurrence thereof, the Consolidated Fixed Charge Coverage Ratio of the Company is at least greater than 2.0 to 1.0 (the “Coverage Ratio Exception”)1.0. The Company will not, and will not permit any Guarantor to, directly or indirectly, in any event incur any Indebtedness that purports to be which by its terms (or by the terms of any agreement governing such Indebtedness) is expressly subordinated in right of payment to any other Indebtedness of the Company or such Guarantor, as the case may be, unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) subordinated made expressly subordinate to the Notes or the applicable Guarantee, as the case may be, to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of the CompanyCompany or such Guarantor, as the case may be. No Subsidiary Guarantor willFor purposes of the foregoing, directly or indirectly, in any event incur any no Indebtedness that purports will be deemed to be by its terms (or by the terms subordinated in right of any agreement governing such Indebtedness) subordinated payment to any other Indebtedness of such Subsidiary Guarantor unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to the Note Guarantee of such Subsidiary Guarantor to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of such Subsidiary Guarantor. Notwithstanding any other provision in this Section 4.08, the maximum amount of Indebtedness that the Company or any Restricted Subsidiary may incur pursuant to this Section 4.08 shall not be deemed to be exceeded as a result Guarantor solely by virtue of fluctuations such Indebtedness being unsecured or by virtue of the fact that the holders of such Indebtedness have entered into one or more intercreditor agreements giving one or more of such holders priority over the other holders in the exchange rates of currencies. For purposes of determining compliance with this Section 4.08:collateral held by them.

Limitation on Incurrence of Additional Indebtedness. The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, incur any Indebtedness other than Permitted Indebtedness; provided, however, that if no Default has occurred and is continuing at the time of or would occur as a consequence of the incurrence of any such Indebtedness, the Company or any Subsidiary Guarantor may incur Indebtedness (including Acquired Indebtedness), and Restricted Subsidiaries which are not Guarantors may incur Acquired Indebtedness, in each case if, after giving effect to the incurrence thereof, the Consolidated Fixed Charge Coverage Ratio of the Company is at least 2.0 to 1.0 (the “"Coverage Ratio Exception”"). The Company will not, directly or indirectly, in any event incur any Indebtedness that purports to be by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to any other Indebtedness of the Company unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to the Notes to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of the Company. No Subsidiary Guarantor will, directly or indirectly, in any event incur any Indebtedness that purports to be by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to any other Indebtedness of such Subsidiary Guarantor unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to the Note Guarantee of such Subsidiary Guarantor to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of such Subsidiary Guarantor. Notwithstanding any other provision in this Section 4.08, the maximum amount of Indebtedness that the Company or any Restricted Subsidiary may incur pursuant to this Section 4.08 shall not be deemed to be exceeded as a result of fluctuations in the exchange rates of currencies. For purposes of determining compliance with this Section 4.08:

Limitation on Incurrence of Additional Indebtedness. (a) The Company will shall not, and will shall not permit any of its Restricted Subsidiaries to, directly or indirectly, incur create, incur, assume, guarantee, acquire, become liable, contingently or otherwise, with respect to, or otherwise become responsible for payment of (collectively, “incur”) any Indebtedness (other than Permitted Indebtedness); provided, however, that if no Default has or Event of Default shall have occurred and is be continuing at the time of or would occur as a consequence of the incurrence of any such Indebtedness, the Company or any Subsidiary Guarantor may incur (x) Indebtedness (including Acquired other than Senior Secured Indebtedness), and Restricted Subsidiaries which are not Guarantors may incur Acquired ) if on the date of the incurrence of such Indebtedness, in each case if, after giving effect to the incurrence thereof, the Consolidated Fixed Charge Coverage Ratio of the Company is at least would have been greater than 2.0 to 1.0 and (y) Senior Secured Indebtedness, if on the “Coverage Ratio Exception”). The Company will not, directly or indirectly, in any event incur any Indebtedness that purports to be by its terms (or by date of the terms incurrence of any agreement governing such Indebtedness) subordinated , after giving effect to any other Indebtedness the incurrence thereof, the Consolidated Senior Secured Leverage Ratio of the Company unless such would have been less than or equal to 2.0 to 1.0. No Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) subordinated incurred pursuant to the Notes to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness Consolidated Fixed Charge Coverage Ratio or Consolidated Senior Secured Leverage Ratio test of the Company. No Subsidiary Guarantor willpreceding sentence (including, directly or indirectlywithout limitation, in any event incur any Indebtedness that purports to be by its terms (or by under the terms of any agreement governing such IndebtednessSenior Credit Facilities) subordinated to any other Indebtedness of such Subsidiary Guarantor unless such Indebtedness is also by its terms (or by shall reduce the terms of any agreement governing such Indebtedness) subordinated to the Note Guarantee of such Subsidiary Guarantor to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of such Subsidiary Guarantor. Notwithstanding any other provision in this Section 4.08, the maximum amount of Indebtedness that the Company or any Restricted Subsidiary which may incur be incurred pursuant to this Section 4.08 shall not be deemed any clause of the definition of “Permitted Indebtedness” (including, without limitation, Indebtedness under the Senior Credit Facilities pursuant to be exceeded as a result clause (2) of fluctuations in the exchange rates definition of currencies. For purposes of determining compliance with this Section 4.08:“Permitted Indebtedness”).

Limitation on Incurrence of Additional Indebtedness. (a) The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, incur create, incur, assume, guarantee, acquire, become liable, contingently or otherwise, with respect to, or otherwise become responsible for payment of (collectively, “incur”) any Indebtedness (other than Permitted Indebtedness); provided, however, provided that if no Default has or Event of Default shall have occurred and is be continuing at the time of or would occur as a consequence of the incurrence of any such Indebtedness, the Company or any Subsidiary Guarantor of its Restricted Subsidiaries may incur Indebtedness (including Acquired if on the date of the incurrence of such Indebtedness), and Restricted Subsidiaries which are not Guarantors may incur Acquired Indebtedness, in each case if, after giving effect to the incurrence thereofthereof (or, in the case of Designated Revolving Commitments, on the date such Designated Revolving Commitments are designated as such (but only to the extent and so long as so designated) after giving pro forma effect to the incurrence of the entire committed amount of Indebtedness designated thereunder, in which case such designated amount under such Designated Revolving Commitments may thereafter be borrowed, repaid and reborrowed, in whole or in part, from time to time, without further compliance with any limitation on the incurrence of additional indebtedness set forth in this Section 4.05), the Consolidated Fixed Charge Coverage Ratio of the Company is at least would have been greater than 2.0 to 1.0 (1.0; provided that the “Coverage Ratio Exception”). The Company will not, directly or indirectly, in any event incur any Indebtedness that purports to be by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to any other Indebtedness of the Company unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to the Notes to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of the Company. No Subsidiary Guarantor will, directly or indirectly, in any event incur any Indebtedness that purports to be by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to any other Indebtedness of such Subsidiary Guarantor unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to the Note Guarantee of such Subsidiary Guarantor to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of such Subsidiary Guarantor. Notwithstanding any other provision in this Section 4.08, the maximum amount of Indebtedness that may be incurred and Disqualified Capital Stock or Preferred Stock that may be issued pursuant to the Company or foregoing by any Restricted Subsidiary may incur Subsidiaries that are not Guarantors (other than borrowings under a Bank Facility which is secured by Liens incurred pursuant to this Section 4.08 4.09(b)(1)) shall not be deemed to be exceeded as a result of fluctuations in the exchange rates of currencies. For purposes of determining compliance with this Section 4.08:exceed $100.0 million at any one time outstanding.

Limitation on Incurrence of Additional Indebtedness. The Company will not, and will not permit any of its Restricted the Subsidiaries to, directly or indirectly, incur to issue, incur, assume, guarantee, become liable, contingently or otherwise, with respect to or otherwise become responsible for the payment of (collectively, "incur") any Indebtedness (other than Permitted Indebtedness); provided, however, that if no Default has or Event of Default with respect to the Securities shall have occurred and is be continuing at the time of or would occur as a consequence of at the incurrence of any such Indebtedness, the Company and the Subsidiaries or any Subsidiary Guarantor of them may incur Indebtedness if on the date of the incurrence, (including Acquired Indebtedness), and Restricted Subsidiaries which are not Guarantors may incur Acquired Indebtedness, in each case if, after giving effect to i) both (A) the incurrence thereof, the Company's Consolidated Fixed Charge EBITDA Coverage Ratio of the Company is at least 2.0 would have been greater than 2.5 to 1.0 and (B) the “Coverage Ratio Exception”). The Company will not, directly Company's Adjusted Consolidated Net Tangible Assets are equal to or indirectly, in any event incur any Indebtedness that purports to be by its terms (or by the terms greater than 150% of any agreement governing such Indebtedness) subordinated to any other Indebtedness of the Company unless such Indebtedness is also by its terms and the Subsidiaries, or (ii) the Company's Adjusted Consolidated Net Tangible Assets are equal to or by the terms greater than 200% of any agreement governing such Indebtedness) subordinated to the Notes to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of the Company. No Subsidiary Guarantor will, directly or indirectly, in any event incur any Indebtedness that purports to be by its terms (or by Company and the terms of any agreement governing such Indebtedness) subordinated to any other Indebtedness of such Subsidiary Guarantor unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to the Note Guarantee of such Subsidiary Guarantor to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of such Subsidiary Guarantor. Notwithstanding any other provision in this Section 4.08, the maximum amount of Indebtedness that the Company or any Restricted Subsidiary may incur pursuant to this Section 4.08 shall not be deemed to be exceeded as a result of fluctuations in the exchange rates of currenciesSubsidiaries. For purposes of determining compliance with any particular amount of Indebtedness incurred under this Section 4.08:4.09, (i) guarantees of Indebtedness otherwise included in the determination of such amount shall not also be included and (ii) any Indebtedness incurred by the Company or any Subsidiary incurred for, or related to, a Person other than another Subsidiary or the Company, as applicable, shall be deemed to be in an amount equal to the greater of (i) the lesser of (A) the full amount of the Indebtedness of such other Person or (B) the fair market value of the assets and properties of the Company or such Subsidiary, as to which the holder or holders of such Indebtedness are expressly limiting the obligations of the Company or such Subsidiary, the value of which assets and properties of the Company or any Subsidiary will be determined in good faith by the Board of Directors of the Company or such Subsidiary, as applicable (which determination shall be evidenced by a Board Resolution of the applicable Person), and (ii) the amount of the Indebtedness of such other Person as has been expressly contractually assumed or guaranteed by the Company or such Subsidiary. Notwithstanding anything to the contrary in this Section 4.09, no Subsidiary that is not already a Subsidiary Guarantor shall incur any Indebtedness with respect to any Indebtedness of the Company or any other Subsidiary unless such Subsidiary, the Company and the Trustee execute and deliver a supplemental indenture evidencing such Subsidiary's Guarantee of the Securities, such Guarantee to be a senior subordinated unsecured obligation of such Subsidiary.

Limitation on Incurrence of Additional Indebtedness. (a) The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, incur create, incur, assume, guarantee, acquire, become liable, contingently or otherwise, with respect to, or otherwise become responsible for payment of (collectively, “incur”) any Indebtedness (other than Permitted Indebtedness); provided, however, provided that if no Default has or Event of Default shall have occurred and is be continuing at the time of or would occur as a consequence of the incurrence of any such Indebtedness, the Company or any Subsidiary Guarantor of its Restricted Subsidiaries may incur Indebtedness (including Acquired if on the date of the incurrence of such Indebtedness), and Restricted Subsidiaries which are not Guarantors may incur Acquired Indebtedness, in each case if, after giving effect to the incurrence thereofthereof (or, in the case of Designated Revolving Commitments, on the date such Designated Revolving Commitments are designated as such (but only to the extent and so long as so designated) after giving pro forma effect to the incurrence of the entire committed amount of Indebtedness designated thereunder, in which case such designated amount under such Designated Revolving Commitments may thereafter be borrowed, repaid and reborrowed, in whole or in part, from time to time, without further compliance with any limitation on the incurrence of additional indebtedness set forth in this Section 4.05), the Consolidated Fixed Charge Coverage Ratio of the Company is at least would have been greater than 2.0 to 1.0 (1.0; provided that the “Coverage Ratio Exception”). The Company will not, directly or indirectly, in any event incur any Indebtedness that purports to be by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to any other Indebtedness of the Company unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to the Notes to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of the Company. No Subsidiary Guarantor will, directly or indirectly, in any event incur any Indebtedness that purports to be by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to any other Indebtedness of such Subsidiary Guarantor unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to the Note Guarantee of such Subsidiary Guarantor to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of such Subsidiary Guarantor. Notwithstanding any other provision in this Section 4.08, the maximum amount of Indebtedness that may be incurred and Disqualified Capital Stock or Preferred Stock that may be issued pursuant to the Company or foregoing by any Restricted Subsidiary may incur Subsidiaries that are not Guarantors (other than borrowings under a Bank Facility which is secured by Liens incurred pursuant to this Section 4.08 4.09(b)(1)) shall not be deemed to be exceeded as a result of fluctuations in the exchange rates of currencies. For purposes of determining compliance with this Section 4.08:exceed $1,500.0 million at any one time outstanding.

Limitation on Incurrence of Additional Indebtedness. The Company Issuers will not, and will not permit any of its Restricted their Subsidiaries to, directly or indirectly, incur (as defined) any Indebtedness other than Permitted (including Acquired Indebtedness); provided, however, PROVIDED that if no Default has or Event of Default shall have occurred and is be continuing at the time of or would occur as a consequence of the incurrence of any such Indebtedness, the Company or any Subsidiary Guarantor Issuers may incur Indebtedness (including Acquired Indebtedness), and Restricted the Company and its Subsidiaries which are not Guarantors may incur Acquired Indebtedness, in each case if, ) if after giving effect to the incurrence of such Indebtedness and the receipt and application of the proceeds thereof, the Issuers' Consolidated Fixed Charge Coverage Leverage Ratio is less than 7.0 to 1. The accretion of original issue discount (and any accruals of interest) on the Securities shall not be deemed an incurrence of Indebtedness for purposes of this covenant. Notwithstanding the foregoing, the Issuers and their Subsidiaries may incur Permitted Indebtedness; PROVIDED that the Issuers will not incur any Permitted Indebtedness that ranks junior in right of payment to the Securities that has a maturity or mandatory sinking fund payment prior to the maturity of the Company is at least 2.0 to 1.0 (the “Coverage Ratio Exception”)Securities. The Company Issuers will not, directly or indirectlyand will not permit any of their Subsidiaries to, in any event incur any Indebtedness that purports to be which by its terms (or by the terms of any agreement governing such Indebtedness) is subordinated in right of payment to any other Indebtedness of the Company Issuers or any of their Subsidiaries unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) subordinated made expressly subordinate in right of payment to the Notes Securities or the Guarantee of such Subsidiary, as the case may be, pursuant to subordination provisions that are substantively identical to the same extent and in the same manner as subordination provisions of such Indebtedness is subordinated (or such agreement) that are most favorable to such the holders of any other Indebtedness of the Company. No Subsidiary Guarantor will, directly or indirectly, in any event incur any Indebtedness that purports to be by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to any other Indebtedness of such Subsidiary Guarantor unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to the Note Guarantee of such Subsidiary Guarantor to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of such Subsidiary Guarantor. Notwithstanding any other provision in this Section 4.08, the maximum amount of Indebtedness that the Company or any Restricted Subsidiary such Subsidiary, as the case may incur pursuant to this Section 4.08 shall not be deemed to be exceeded as a result of fluctuations in the exchange rates of currencies. For purposes of determining compliance with this Section 4.08:be.

Limitation on Incurrence of Additional Indebtedness. The Company will not, and will not permit any Restricted Subsidiary of its Restricted Subsidiaries the Company to, directly or indirectly, indirectly incur any Indebtedness (including Acquired Indebtedness) other than Permitted Indebtedness. Notwithstanding the foregoing limitations, the Company and its Restricted Subsidiaries may incur Indebtedness if (a) after giving effect to the incurrence of such Indebtedness and the receipt and application of the proceeds thereof, the Company's Consolidated Fixed Charge Coverage Ratio (determined on a pro forma basis for the last four full fiscal quarters of the Company for which financial information is available at the date of determination) is at least equal to 2:00:1; but no Restricted Subsidiary may incur Indebtedness which is not --- Permitted Indebtedness unless its Consolidated Fixed Charge Coverage Ratio is at least equal to 3:00:1; provided, however, that if the Indebtedness which is the -------- ------- subject of a determination under this provision is Acquired Indebtedness, or Indebtedness incurred in connection with the simultaneous acquisition of any Person, business, property or assets, then such ratio shall be determined by giving effect (on a pro forma basis, as if the transaction had occurred at the beginning of the four quarter period) to both the incurrence or assumption of such Acquired Indebtedness or such other Indebtedness by the Company or such Restricted Subsidiary and the inclusion in the Company's or such Restricted Subsidiary's Consolidated EBITDA of the Consolidated EBITDA of the acquired Person, business, property or assets; and provided, further, that in the event -------- ------- that the Consolidated EBITDA of the acquired Person, business, property or assets reflects an operating loss, no amounts shall be deducted from the Company's or such Restricted Subsidiary's Consolidated EBITDA in making the determinations described above and (b) no Default has or Event of Default shall have occurred and is be continuing at the time of or would occur as a consequence of the incurrence of any such Indebtedness, the Company or any Subsidiary Guarantor may incur Indebtedness (including Acquired Indebtedness), and Restricted Subsidiaries which are not Guarantors may incur Acquired Indebtedness, in each case if, after giving effect to the incurrence thereof, the Consolidated Fixed Charge Coverage Ratio of the Company is at least 2.0 to 1.0 (the “Coverage Ratio Exception”). The Company will not, directly or indirectly, in any event incur any Indebtedness that purports to be by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to any other Indebtedness of the Company unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to the Notes to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of the Company. No Subsidiary Guarantor will, directly or indirectly, in any event incur any Indebtedness that purports to be by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to any other Indebtedness of such Subsidiary Guarantor unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to the Note Guarantee of such Subsidiary Guarantor to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of such Subsidiary Guarantor. Notwithstanding any other provision in this Section 4.08, the maximum amount of Indebtedness that the Company or any Restricted Subsidiary may incur pursuant to this Section 4.08 shall not be deemed to be exceeded as a result of fluctuations in the exchange rates of currencies. For purposes of determining compliance with this Section 4.08:.

Limitation on Incurrence of Additional Indebtedness. The Company (i) From and after the Effective Date, so long as any Advance shall remain unpaid or any Lender shall have any Commitment hereunder, the Borrower will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, incur create, incur, assume, guarantee, acquire, become liable, contingently or otherwise, with respect to, or otherwise become responsible for payment of (collectively, “incur”) any Indebtedness (other than Permitted Indebtedness); providedprovided that, howeverafter the Bridge Facility Maturity Date, that if no Default has or Event of Default shall have occurred and is be continuing at the time of or would occur as a consequence of the incurrence of any such Indebtedness, the Company Borrower or any Subsidiary Guarantor of its Restricted Subsidiaries may incur Indebtedness (including Acquired if on the date of the incurrence of such Indebtedness), and Restricted Subsidiaries which are not Guarantors may incur Acquired Indebtedness, in each case if, after giving effect to the incurrence thereofthereof (or, in the case of Designated Revolving Commitments, on the date such Designated Revolving Commitments are designated as such (but only to the extent and so long as so designated) after giving pro forma effect to the incurrence of the entire committed amount of Indebtedness designated thereunder, in which case such designated amount under such Designated Revolving Commitments may thereafter be borrowed, repaid and reborrowed, in whole or in part, from time to time, without further compliance with any limitation on the incurrence of additional indebtedness set forth in this Section 5.02(c)), the Consolidated Fixed Charge Coverage Ratio of the Company is at least Borrower would have been greater than 2.0 to 1.0 (1.0; provided, further, that the “Coverage Ratio Exception”). The Company will not, directly or indirectly, in any event incur any Indebtedness that purports to be by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to any other Indebtedness of the Company unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to the Notes to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of the Company. No Subsidiary Guarantor will, directly or indirectly, in any event incur any Indebtedness that purports to be by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to any other Indebtedness of such Subsidiary Guarantor unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to the Note Guarantee of such Subsidiary Guarantor to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of such Subsidiary Guarantor. Notwithstanding any other provision in this Section 4.08, the maximum amount of Indebtedness that may be incurred and Disqualified Capital Stock or Preferred Stock that may be issued pursuant to the Company or foregoing by any Restricted Subsidiary may incur Subsidiaries that are not Guarantors (other than borrowings under a Bank Facility which is secured by Liens incurred pursuant to this Section 4.08 5.02(g) (ii) (A)) shall not be deemed to be exceeded as a result of fluctuations in the exchange rates of currencies. For purposes of determining compliance with this Section 4.08:exceed $100,000,000 at any one time outstanding.

Limitation on Incurrence of Additional Indebtedness. The For so long as any Notes are outstanding, the Company will not, and nor will not it permit any of its Restricted Subsidiaries to, directly or indirectly, incur any Indebtedness other than Permitted Debt. The accrual of interest, the accretion or amortization of original issue discount, the payment of interest on any Indebtedness in the form of additional Indebtedness with the same terms, the reclassification of preferred stock as Indebtedness due to a change in accounting principles, and the payment of dividends on Redeemable Equity in the form of additional shares of the same class of Redeemable Equity will not be deemed to be an incurrence of Indebtedness for purposes of this Section 4.10. For purposes of determining compliance with any U.S. dollar-denominated restriction on the incurrence of Indebtedness, the U.S. dollar equivalent principal amount of Indebtedness denominated in a foreign currency shall be utilized, calculated based on the relevant currency exchange rate in effect on the date such Indebtedness was incurred (or, in the case of revolving indebtedness, on the date such Indebtedness was first committed); provided, however, that if no Default has occurred and is continuing at the time of or would occur as a consequence of the incurrence of any such Indebtedness, the Company or any Subsidiary Guarantor may incur Indebtedness (including Acquired Indebtedness), and Restricted Subsidiaries which are not Guarantors may incur Acquired Indebtedness, in each case if, after giving effect to the incurrence thereof, the Consolidated Fixed Charge Coverage Ratio of the Company is at least 2.0 to 1.0 (the “Coverage Ratio Exception”). The Company will not, directly or indirectly, in any event incur any Indebtedness that purports to be by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to any other Indebtedness of the Company unless such Indebtedness is also by its terms (or by incurred to refinance other Indebtedness denominated in a foreign currency, and such refinancing would cause the terms applicable U.S. dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of any agreement governing such Indebtedness) subordinated refinancing, such U.S. dollar-denominated restriction shall be deemed not to have been exceeded so long as the Notes to principal amount of such refinancing Indebtedness does not exceed the same extent and in the same manner as principal amount of such Indebtedness is subordinated to such other Indebtedness of the Company. No Subsidiary Guarantor will, directly or indirectly, in any event incur any Indebtedness that purports to be by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to any other Indebtedness of such Subsidiary Guarantor unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to the Note Guarantee of such Subsidiary Guarantor to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of such Subsidiary Guarantorbeing refinanced. Notwithstanding any other provision in of this Section 4.08covenant, the maximum amount of Indebtedness that the Company or any Restricted Subsidiary of its Subsidiaries may incur pursuant to this Section 4.08 4.10 shall not be deemed to be exceeded solely as a result of fluctuations in the exchange rates of currencies. For purposes of determining compliance with this Section 4.08:or currency values.

Limitation on Incurrence of Additional Indebtedness. The Company Lessee will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, incur create, incur, assume, guarantee, become liable, contingently or otherwise, with respect to, or otherwise become responsible for payment of (collectively, "incur") any Indebtedness (other than Permitted Indebtedness); provided, however, that if no Tranche A Event of Default has shall have occurred and is be continuing at the time of or would occur as a consequence of the incurrence of any such Indebtedness, the Company or any Subsidiary Guarantor Lessee and its Restricted Subsidiaries may incur Indebtedness (including including, without limitation, Acquired Indebtedness), and Restricted Subsidiaries which are not Guarantors may incur Acquired ) if on the date of the incurrence of such Indebtedness, in each case if, after giving effect to the incurrence thereof, the Consolidated Fixed Charge Coverage Ratio of Lessee is greater than 2.25 to 1.0. For purposes of determining compliance with this covenant, (i) in the Company event that an item of Indebtedness meets the criteria of more than one of the types of Indebtedness permitted by this covenant, Lessee in its sole discretion will classify such item of Indebtedness and will only be required to include the amount and type of each class of Indebtedness in the test specified in the first paragraph of this covenant or in one of the clauses of the definition of the term "Permitted Indebtedness", (ii) the amount of Indebtedness (other than Indebtedness consisting of an Operating Lease Facility) issued at a price which is less than the principal amount thereof shall be equal to the amount of liability in respect thereof determined in accordance with GAAP, (iii) Indebtedness incurred in connection with, or in contemplation of, any transaction described in the definition of the term "Acquired Indebtedness" shall be deemed to have been incurred by Lessee or one of its Restricted Subsidiaries, as the case may be, at least 2.0 to 1.0 (the “Coverage Ratio Exception”). The Company will not, directly or indirectly, in any event incur any Indebtedness that purports to be by its terms time an acquired Person becomes such a Restricted Subsidiary (or by is merged into Lessee or such a Restricted Subsidiary) or at the terms of any agreement governing such Indebtedness) subordinated to any other Indebtedness time of the Company unless such Indebtedness is also by its terms acquisition of assets, as the case may be, (or by the terms of any agreement governing such Indebtednessiv) subordinated to the Notes to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of the Company. No Subsidiary Guarantor will, directly or indirectly, in any event incur any Indebtedness that purports to be by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to any other Indebtedness of such Subsidiary Guarantor unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to the Note Guarantee of such Subsidiary Guarantor to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of such Subsidiary Guarantor. Notwithstanding any other provision in this Section 4.08, the maximum amount of Indebtedness that the Company or any Lessee and its Restricted Subsidiary Subsidiaries may incur pursuant to this Section 4.08 covenant shall not be deemed to be exceeded as a exceeded, with respect to any outstanding Indebtedness, due solely to the result of fluctuations in the exchange rates of currencies. For purposes , and (v) guarantees or Liens supporting Indebtedness permitted to be incurred under this covenant may be issued or granted if otherwise issued or granted in accordance with the terms of determining compliance with this Section 4.08:9.2.

Limitation on Incurrence of Additional Indebtedness. The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, incur create, incur, assume, guarantee, acquire, become liable, contingently or otherwise, with respect to, or otherwise become responsible for payment of (collectively, "incur") any Indebtedness (other than Permitted Indebtedness); provided, however, that if no Default has or Event of Default shall have occurred and is be continuing at the time of or would occur as a consequence of the incurrence of any such Indebtedness, the Company or any Subsidiary Guarantor and its Restricted Subsidiaries may incur Indebtedness (including including, without limitation, Acquired Indebtedness), and Restricted Subsidiaries which are not Guarantors may incur Acquired Indebtedness, in each case ifif on the date of the incurrence of such Indebtedness, after giving effect to the incurrence thereofthereof and the application of the proceeds therefrom, the Consolidated Fixed Charge Coverage Ratio of the Company is at least (i) greater than 2.0 to 1.0 if such incurrence is on or prior to March 15, 2000 or (ii) greater than 2.25 to 1.0 if such incurrence occurs thereafter. Section 4.13. Limitation on Dividend and Other Payment Restrictions Affecting the “Coverage Ratio Exception”)Company and Restricted Subsidiaries. The Company will not, directly and will not cause or indirectly, in permit any event incur any Indebtedness that purports to be by of its terms (or by the terms of any agreement governing such Indebtedness) subordinated to any other Indebtedness of the Company unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to the Notes to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of the Company. No Subsidiary Guarantor willRestricted Subsidiaries to, directly or indirectly, create or otherwise cause or permit to exist or become effective any encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to (a) pay dividends or make any other distributions on or in any event incur respect of its Capital Stock; (b) make loans or advances or to pay any Indebtedness that purports or other obligation owed to be by the Company or any other Restricted Subsidiary of the Company; or (c) transfer any of its terms (property or assets to the Company or any other Restricted Subsidiary of the Company, except for such encumbrances or restrictions existing under or by the terms reason of: (1) applicable law; (2) this Indenture; (3) customary nonassignment provisions of any agreement contract or any lease governing such Indebtedness) subordinated to any other Indebtedness a leasehold interest of such Subsidiary Guarantor unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to the Note Guarantee of such Subsidiary Guarantor to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of such Subsidiary Guarantor. Notwithstanding any other provision in this Section 4.08, the maximum amount of Indebtedness that the Company or any Restricted Subsidiary may incur of the Company; (4) any instrument governing Acquired Indebtedness, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person or the properties or assets of the Person so acquired; (5) the Amended Credit Facility; (6) agreements existing on the Issue Date to the extent and in the manner such agreements are in effect on the Issue Date; (7) restrictions on the transfer of assets subject to any Lien permitted under this Indenture imposed by the holder of such Lien; (8) restrictions imposed by any agreement to sell assets permitted under this Indenture to any Person pending the closing of such sale; (9) any agreement or instrument governing Capital Stock of any Person that is acquired; or (10) an agreement governing Indebtedness incurred to Refinance the Indebtedness issued, assumed or incurred pursuant to this Section 4.08 shall not be deemed an agreement referred to be exceeded in clause (2), (4), (5) or (6) above; provided, however, that the provisions relating to such encumbrance or restriction contained in any such Indebtedness are no less favorable to the Company in any material respect as a result determined by the Board of fluctuations Directors of the Company in their reasonable and good faith judgment than the provisions relating to such encumbrance or restriction contained in the exchange rates of currenciesagreement referred to in such clause (2), (4), (5) or (6), respectively. For purposes of determining compliance with this Section 4.08:4.14.

Limitation on Incurrence of Additional Indebtedness. The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, incur create, incur, assume, guarantee, acquire, become liable, contingently or otherwise, with respect to, or otherwise become responsible for payment of (collectively, “incur”) any Indebtedness (other than Permitted Indebtedness); provided, however, that if no Default has occurred and is continuing at the time of or would occur as a consequence of the incurrence of any such Indebtedness, the Company or any Subsidiary of its Restricted Subsidiaries that is or, upon such incurrence, becomes a Guarantor may incur Indebtedness (including including, without limitation, Acquired Indebtedness), and Restricted Subsidiaries which are not Guarantors may incur Acquired Indebtedness, in each case if, after giving effect to ) if on the date of the incurrence thereof, of such Indebtedness the Consolidated Fixed Charge Coverage Ratio of the Company is at least will be, after giving effect to the incurrence thereof greater than: (i) 2.0 to 1.0 prior to the first anniversary of the Issue Date and (ii) 2.25 to 1.0 on and after the “Coverage Ratio Exception”)first anniversary of the Issue Date. The Company will not, and will not permit any of its Domestic Restricted Subsidiaries to, directly or indirectly, in any event incur any Indebtedness that purports to be which by its terms (or by the terms of any agreement governing such Indebtedness) is contractually subordinated to any other Indebtedness of the Company or such Domestic Restricted Subsidiary unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) subordinated made contractually subordinate to the Notes to Obligations of the same extent and Company or such Domestic Restricted Subsidiary under (i) in the same manner as such Indebtedness is subordinated to such other Indebtedness case of the Company. No Subsidiary Guarantor will, directly the Notes and this Indenture or indirectly(ii) in the case of such Domestic Restricted Subsidiary, its Guarantee and this Indenture, in any event incur any each case, on substantially identical terms; provided, however, that no Indebtedness that purports will be deemed to be by its terms (or by the terms contractually subordinated in right of any agreement governing such Indebtedness) subordinated payment to any other Indebtedness of such Subsidiary Guarantor unless such the Company solely by virtue of being unsecured. The accrual of interest, accrual of dividends on Disqualified Capital Stock, the accretion or amortization of original issue discount, the payment of interest on any Indebtedness is also by its terms (or by in the terms form of any agreement governing such Indebtedness) subordinated additional Indebtedness in accordance with their terms, the reclassification of Preferred Stock as Indebtedness due to a change in accounting principles, and the Note Guarantee payment of such Subsidiary Guarantor to dividends on Disqualified Capital Stock in the form of additional shares of the same extent and in the same manner as such class of Disqualified Capital Stock will not be deemed to be an incurrence of Indebtedness is subordinated to such other Indebtedness or an issuance of such Subsidiary GuarantorDisqualified Capital Stock for purposes of Section 4.08. Notwithstanding any other provision in this of Section 4.08, the maximum amount of Indebtedness that the Company or any Restricted Subsidiary may incur pursuant to this Section 4.08 shall not be deemed to be exceeded solely as a result of fluctuations in the exchange rates or currency values. The amount of currencies. For purposes any Indebtedness outstanding as of determining compliance with this Section 4.08any date will be:

Limitation on Incurrence of Additional Indebtedness. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee, acquire, become liable, contingently or otherwise, with respect to, or otherwise become responsible for payment of (collectively, “incur”) any Indebtedness (other than Permitted Indebtedness) and the Company will not permit any of its Restricted Subsidiaries to issue any Preferred Stock; provided, however, that the Company or any Restricted Subsidiary of the Company may incur Indebtedness (including, without limitation, Acquired Indebtedness) and Restricted Subsidiaries of the Company (other than Finance Corp.) may issue Preferred Stock, in each case if on the date of the incurrence of such Indebtedness or issuance of such Preferred Stock, after giving effect thereto on a pro forma basis, the Consolidated Fixed Charge Coverage Ratio of the Company would have been greater than 2.0 to 1.0. The Company will not, and will not permit any of its Restricted Subsidiaries to, directly amend, restate, supplement or indirectly, incur any modify the Bridge Facility or Refinance Indebtedness other than Permitted Indebtedness; provided, however, that if no Default has occurred and is continuing at under the time of or would occur as a consequence of the incurrence of any such Indebtedness, the Company or any Subsidiary Guarantor may incur Indebtedness Bridge Facility (including Acquired Indebtedness), and Restricted Subsidiaries which are not Guarantors may incur Acquired Indebtedness, in each case ifby conversion or exchange of Indebtedness thereunder) unless, after giving effect to the incurrence thereofsuch amendment, restatement, supplement, modification or Refinancing, the Consolidated Fixed Charge Coverage Ratio Bridge Facility or any Indebtedness Refinancing the Bridge Facility, as the case may be, contains no financial maintenance covenants and has no scheduled amortization (other than scheduled amortization payments not to exceed 1% amortization per year of the Company is at least 2.0 to 1.0 (the “Coverage Ratio Exception”). The Company will not, directly or indirectly, in any event incur any Indebtedness that purports to be by its terms (or by the terms aggregate principal amount of any agreement governing such Indebtedness) subordinated on or prior to any other Indebtedness the maturity date of the Company unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to the Notes to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of the Company. No Subsidiary Guarantor will, directly or indirectly, in any event incur any Indebtedness that purports to be by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to any other Indebtedness of such Subsidiary Guarantor unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to the Note Guarantee of such Subsidiary Guarantor to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of such Subsidiary Guarantor. Notwithstanding any other provision in this Section 4.08, the maximum amount of Indebtedness that the Company or any Restricted Subsidiary may incur pursuant to this Section 4.08 shall not be deemed to be exceeded as a result of fluctuations in the exchange rates of currencies. For purposes of determining compliance with this Section 4.08:.

Limitation on Incurrence of Additional Indebtedness. The Company will shall not, and will shall not permit any of its Restricted Subsidiaries to, directly or indirectly, incur create, incur, assume, guarantee, acquire, become liable, contingently or otherwise, with respect to, or otherwise become responsible for payment of (collectively, "incur") any Indebtedness (other than Permitted Indebtedness); provided, however, that if no Default has or Event of Default shall have occurred and is be continuing at the time of or would occur as a consequence of the incurrence of any such Indebtedness, the Company or any Subsidiary Guarantor and the Guarantors may incur Indebtedness (including including, without limitation, Acquired Indebtedness), and Restricted Subsidiaries which are not Guarantors may incur Acquired ) if on the date of the incurrence of such Indebtedness, in each case if, after giving effect to the incurrence thereof, the Consolidated Fixed Charge Coverage Ratio For purposes of determining any particular amount of Indebtedness under this Section 4.12, guarantees, Liens or obligations with respect to letters of credit supporting Indebtedness otherwise included in the determination of such particular amount shall not be included. Indebtedness of any Person which is outstanding at the time such Person becomes a Restricted Subsidiary or is merged with or into or consolidated with the Company or a Restricted Subsidiary shall be deemed to have been incurred at the time such Person becomes a Restricted Subsidiary or is merged with or into or consolidated with the Company or a Restricted Subsidiary, and Indebtedness which is assumed at the time of the Company is acquisition of any asset shall be deemed to have been incurred at least 2.0 to 1.0 (the “Coverage Ratio Exception”)time of such acquisition. The Company will shall not, directly or indirectlyand shall not permit any Guarantor to, in any event incur any Indebtedness that purports to be which by its terms (or by the terms of any agreement governing such Indebtedness) is subordinated in right of payment to any other Indebtedness of the Company or such Guarantor, as the case may be, unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) subordinated made expressly subordinate in right of payment to the Notes or the Guarantee of such Guarantor, as the case may be, pursuant to subordination provisions that are substantively identical to the same extent and in the same manner as subordination provisions of such Indebtedness is subordinated (or such agreement) that are most favorable to such the holders of any other Indebtedness of the Company. No Subsidiary Guarantor will, directly or indirectly, in any event incur any Indebtedness that purports to be by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to any other Indebtedness of such Subsidiary Guarantor unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to the Note Guarantee of such Subsidiary Guarantor to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of such Subsidiary Guarantor. Notwithstanding any other provision in this Section 4.08, the maximum amount of Indebtedness that the Company or any Restricted Subsidiary such Guarantor, as the case may incur pursuant to this Section 4.08 shall not be deemed to be exceeded as a result of fluctuations in the exchange rates of currencies. For purposes of determining compliance with this Section 4.08:be.

Limitation on Incurrence of Additional Indebtedness. (a) The Company will shall not, and will shall not permit any of its Restricted Subsidiaries to, directly or indirectly, incur create, incur, assume, guarantee, acquire, become liable, contingently or otherwise, with respect to, or otherwise become responsible for payment of (collectively, "incur") any Indebtedness (other than Permitted Indebtedness); provided, however, that if no Default has or Event of Default shall have occurred and is be continuing at the time of or would occur as a consequence of the incurrence of any such Indebtedness, the Company or any Subsidiary Guarantor may incur Indebtedness (including including, without limitation, Acquired Indebtedness), ) and Restricted Subsidiaries which are not Guarantors of the Company may incur Acquired Indebtedness, in each case ifif on the date of the incurrence of such Indebtedness, after giving effect to the incurrence thereof, the Consolidated Fixed Charge Coverage Ratio of the Company is at least greater than (w) 2.0 to 1.0 if the date of such incurrence is prior to March 1, 1999, or (x) 2.25 to 1.0, if the “Coverage Ratio Exception”)date of such incurrence is on or after March 1, 1999 and prior to March 1, 2001, or (y) 2.5 to 1.0, if the date of such incurrence is on or after March 1, 2001. The Company will not, directly or indirectly(b) For the purposes of determining compliance with this Section 4.12, in the event that an item of Indebtedness meets the criteria of more than one of the categories of Permitted Indebtedness or is otherwise entitled to be incurred pursuant to this Section 4.12, the Company shall, in its sole discretion, classify such item of Indebtedness in any event manner that complies with this Section 4.12 and such items of Indebtedness will be treated as having been incurred pursuant to only one of such clauses or pursuant to the first paragraph hereof. Accrual of interest and the accretion of accreted value will not be deemed to be an incurrence of Indebtedness for purposes of this Section 4.12. (c) Neither the Company nor any Guarantor will incur any Indebtedness that purports to be which by its terms (or by the terms of any agreement governing such Indebtedness) is subordinated in right of payment to any other Indebtedness of the Company or such Guarantor, as the case may be, unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) subordinated made expressly subordinate in right of payment to the Notes or the Guarantee (as defined in Section 4.19) pursuant to subordination provisions that are substantively identical to the same extent and in the same manner as subordination provisions of such Indebtedness is subordinated (or such agreement) that are most favorable to such the holders of any other Indebtedness of the Company. No Subsidiary Guarantor will, directly or indirectly, in any event incur any Indebtedness that purports to be by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to any other Indebtedness of such Subsidiary Guarantor unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to the Note Guarantee of such Subsidiary Guarantor to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of such Subsidiary Guarantor. Notwithstanding any other provision in this Section 4.08, the maximum amount of Indebtedness that the Company or any Restricted Subsidiary such Guarantor, as the case may incur pursuant to this Section 4.08 shall not be deemed to be exceeded as a result of fluctuations in the exchange rates of currenciesbe. For purposes of determining compliance with this Section 4.08:SECTION 4.13.

Limitation on Incurrence of Additional Indebtedness. (a) The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, incur create, incur, assume, guarantee, acquire, become liable, contingently or otherwise, with respect to, or otherwise become responsible for payment of (collectively, “incur”) any Indebtedness (other than Permitted Indebtedness); provided, however, provided that if no Default has or Event of Default shall have occurred and is be continuing at the time of or would occur as a consequence of the incurrence of any such Indebtedness, the Company or any Subsidiary Guarantor of its Restricted Subsidiaries may incur Indebtedness (including Acquired if on the date of the incurrence of such Indebtedness), and Restricted Subsidiaries which are not Guarantors may incur Acquired Indebtedness, in each case if, after giving effect to the incurrence thereofthereof (or, in the case of Designated Revolving Commitments, on the date such Designated Revolving Commitments are designated as such (but only to the extent and so long as so designated) after giving pro forma effect to the incurrence of the entire committed amount of Indebtedness designated thereunder, in which case such designated amount under such Designated Revolving Commitments may thereafter be borrowed, repaid and reborrowed, in whole or in part, from time to time, without further compliance with any limitation on the incurrence of additional indebtedness set forth in this Section 4.05), the Consolidated Fixed Charge Coverage Ratio of the Company is at least would have been greater than 2.0 to 1.0 (1.0; provided that the “Coverage Ratio Exception”). The Company will not, directly or indirectly, in any event incur any Indebtedness that purports to be by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to any other Indebtedness of the Company unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to the Notes to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of the Company. No Subsidiary Guarantor will, directly or indirectly, in any event incur any Indebtedness that purports to be by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to any other Indebtedness of such Subsidiary Guarantor unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to the Note Guarantee of such Subsidiary Guarantor to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of such Subsidiary Guarantor. Notwithstanding any other provision in this Section 4.08, the maximum amount of Indebtedness that may be incurred and Disqualified Capital Stock or Preferred Stock that may be issued pursuant to the Company or foregoing by any Restricted Subsidiary may incur Subsidiaries that are not Guarantors (other than borrowings under a Bank Facility which is secured by Liens incurred pursuant to this Section 4.08 4.09(b)(1)) shall not be deemed to be exceeded as a result of fluctuations in the exchange rates of currencies. For purposes of determining compliance with this Section 4.08:exceed $750.0 million at any one time outstanding.

Limitation on Incurrence of Additional Indebtedness. The Company will not, and will not permit any of its the Restricted Subsidiaries to, directly or indirectly, incur create, incur, assume, guarantee, acquire, become liable, contingently or otherwise, with respect to, or otherwise become responsible for payment of (collectively, "incur") any Indebtedness (other than Permitted Indebtedness); provided, however, that if no Default has or Event of Default shall have occurred and is be continuing at the time of or would occur as a consequence of the incurrence of any such Indebtedness, the Company or any Subsidiary Guarantor may incur Indebtedness (including including, without limitation, Acquired Indebtedness), and Restricted Subsidiaries which are not Guarantors may incur Acquired ) if on the date of the incurrence of such Indebtedness, in each case if, after giving effect to the incurrence thereof, the Consolidated Fixed Charge Coverage Ratio of the Company is at least 2.0 greater than (i) 2.25 to 1.0 if the date of such incurrence is on or prior to December 15, 1998 or (ii) 2.50 to 1.0 if the “Coverage Ratio Exception”)date of such incurrence is after December 15, 1998. The Company will notnot and will not permit any Subsidiary Guarantor to, directly or indirectly, in any event incur any Indebtedness that purports to be which by its terms (or by the terms of any agreement governing such Indebtedness) is subordinated to any other Indebtedness of the Company or of such Subsidiary Guarantor, as the case may be, unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) subordinated made expressly subordinate to the Notes or the Guarantees of such Subsidiary Guarantor, as the case may be, to the same extent and in the same manner as such Indebtedness is subordinated pursuant to such subordination provisions that are most favorable to the holders of any other Indebtedness of the Company. No Subsidiary Guarantor will, directly Company or indirectly, in any event incur any Indebtedness that purports to be by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to any other Indebtedness of such Subsidiary Guarantor unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to the Note Guarantee of such Subsidiary Guarantor to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of such Subsidiary Guarantor. Notwithstanding any other provision in this Section 4.08, as the maximum amount of Indebtedness that the Company or any Restricted Subsidiary case may incur pursuant to this Section 4.08 shall not be deemed to be exceeded as a result of fluctuations in the exchange rates of currencies. For purposes of determining compliance with this Section 4.08:be.

Limitation on Incurrence of Additional Indebtedness. The Other than Permitted Indebtedness, the Company will not, and will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, incur create, incur, assume, guarantee, acquire, become liable, contingently or otherwise, with respect to, or otherwise become responsible for payment of (collectively, "incur") any Indebtedness other than Permitted Indebtedness; provided, however, that if no Default has or Event of Default shall have occurred and is be continuing at the time of or would occur as a consequence of the incurrence of any such Indebtedness, the Company and the Restricted Subsidiaries or any Subsidiary Guarantor of them may incur Indebtedness (including including, without limitation, Acquired Indebtedness), and Restricted Subsidiaries which are not Guarantors may incur Acquired Indebtedness, in each case ifcase, if on the date of the incurrence of such Indebtedness, after giving pro forma effect to the incurrence thereofthereof and the receipt and application of the proceeds therefrom, (i) both (a) the Company's Consolidated Fixed Charge EBITDA Coverage Ratio would have been greater than 2.25 to 1.0 if such proposed incurrence is on or prior to November 1, 1997 and at least equal to 2.5 to 1.0 if such proposed incurrence is thereafter and (b) the Company's Adjusted Consolidated Net Tangible Assets are equal to or greater than 150% of the aggregate consolidated Indebtedness of the Company and its Restricted Subsidiaries or (ii) the Company's Adjusted Consolidated Net Tangible Assets are equal to or greater than 200% of the aggregate consolidated Indebtedness of the Company and its Restricted Subsidiaries. For purposes of determining any particular amount of Indebtedness under this Section 4.12, guarantees of Indebtedness otherwise included in the determination of such amount shall not also be included. Indebtedness of a Person existing at the time such Person becomes a Restricted Subsidiary (whether by merger, consolidation, acquisition of Capital Stock or otherwise) or is merged with or into the Company or any Restricted Subsidiary or which is secured by a Lien on an asset acquired by the Company or a Restricted Subsidiary (whether or not such Indebtedness is assumed by the acquiring Person) shall be deemed incurred at least 2.0 to 1.0 (the “Coverage Ratio Exception”)time the Person becomes a Restricted Subsidiary or at the time of the asset acquisition, as the case may be. The Company will not, directly or indirectly, in and will not permit any event Subsidiary Guarantor to incur any Indebtedness that purports to be which by its terms (or by the terms of any agreement governing such Indebtedness) is subordinated in right of payment to any other Indebtedness of the Company unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to the Notes to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of the Company. No Subsidiary Guarantor will, directly or indirectly, in any event incur any Indebtedness that purports to be by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to any other Indebtedness of such Subsidiary Guarantor unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) subordinated made expressly subordinate in right of payment to the Note Notes or the Guarantee of such Subsidiary Guarantor Guarantor, as the case may be, pursuant to subordination provisions that are substantively identical to the same extent and in the same manner as subordination 49 145385.01 provisions of such Indebtedness is subordinated (or such agreement) that are most favorable to such the holders of any other Indebtedness of the Company or such Subsidiary Guarantor. Notwithstanding any other provision in this Section 4.08, as the maximum amount of Indebtedness that the Company or any Restricted Subsidiary case may incur pursuant to this Section 4.08 shall not be deemed to be exceeded as a result of fluctuations in the exchange rates of currencies. For purposes of determining compliance with this Section 4.08:be.

Limitation on Incurrence of Additional Indebtedness. The Company will not, and will not permit any of its the Restricted Subsidiaries to, directly or indirectly, incur create, incur, assume, guarantee, acquire, become liable, contingently or otherwise, with respect to, or otherwise become responsible for payment of (collectively, "incur") any Indebtedness (other than Permitted Indebtedness); providedPROVIDED, howeverHOWEVER, that if no Default has or Event of Default shall have occurred and is be continuing at the time of or would occur as a consequence of the incurrence of any such Indebtedness, the Company or any Subsidiary Guarantor may incur Indebtedness (including including, without limitation, Acquired Indebtedness), ) and the Restricted Subsidiaries which are not Guarantors may incur Acquired Indebtedness, in each case ifif on the date of the incurrence of such Indebtedness, after giving effect to the incurrence thereof, the Consolidated Fixed Charge Coverage Ratio of the Company is at least greater than 2.0 to 1.0 (1.0. No Indebtedness incurred pursuant to the “Consolidated Fixed Charge Coverage Ratio Exception”test of the preceding paragraph (including, without limitation, Indebtedness under the Credit Agreement) shall reduce the amount of Indebtedness which may be incurred pursuant to any clause of the definition of Permitted Indebtedness (including, without limitation, Indebtedness under the Credit Agreement pursuant to clause (ii) of the definition of Permitted Indebtedness). The Company will not, directly Indebtedness of a Person existing at the time such Person becomes a Restricted Subsidiary or indirectly, in any event incur any Indebtedness that purports to be which is secured by its terms (or a Lien on an asset acquired by the terms of any agreement governing such Indebtedness) subordinated to any other Indebtedness of the Company unless or a Restricted Subsidiary (whether or not such Indebtedness is also by its terms (or assumed by the terms of any agreement governing such Indebtednessacquiring Person) subordinated to shall be deemed incurred at the Notes to time the same extent and in Person becomes a Restricted Subsidiary or at the same manner as such Indebtedness is subordinated to such other Indebtedness time of the Company. No Subsidiary Guarantor willasset acquisition, directly or indirectly, in any event incur any Indebtedness that purports to be by its terms (or by as the terms of any agreement governing such Indebtedness) subordinated to any other Indebtedness of such Subsidiary Guarantor unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to the Note Guarantee of such Subsidiary Guarantor to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of such Subsidiary Guarantor. Notwithstanding any other provision in this Section 4.08, the maximum amount of Indebtedness that the Company or any Restricted Subsidiary case may incur pursuant to this Section 4.08 shall not be deemed to be exceeded as a result of fluctuations in the exchange rates of currencies. For purposes of determining compliance with this Section 4.08:be.

Limitation on Incurrence of Additional Indebtedness. The Other than Permitted Indebtedness, the Company will not, and will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, incur create, incur, assume, guarantee, acquire, become liable, contingently or otherwise, with respect to, or otherwise become responsible for payment of (collectively, "incur") any Indebtedness other than Permitted Indebtedness; provided, however, that if no Default has or Event of Default shall have occurred and is be continuing at the time of or would occur as a consequence of the incurrence of any such Indebtedness, the Company and the Restricted Subsidiaries or any Subsidiary Guarantor of them may incur Indebtedness (including including, without limitation, Acquired Indebtedness), and Restricted Subsidiaries which are not Guarantors may incur Acquired Indebtedness, in each case ifcase, if on the date of the incurrence of such Indebtedness, after giving pro forma effect to the incurrence thereofthereof and the receipt and application of the proceeds therefrom, both (a) the Company's Consolidated Fixed Charge EBITDA Coverage Ratio would have been greater than 2.5 to 1.0 and (b) the Company's Adjusted Consolidated Net Tangible Assets are equal to or greater than 150% of the aggregate consolidated Indebtedness of the Company and its Restricted Subsidiaries. For purposes of determining any particular amount of Indebtedness under this Section 4.12, guarantees of Indebtedness otherwise included in the determination of such amount shall not also be included. Indebtedness of a Person existing at the time such Person becomes a Restricted Subsidiary (whether by merger, consolidation, acquisition of Capital Stock or otherwise) or is merged with or into the Company or any Restricted Subsidiary or which is secured by a Lien on an asset acquired by the Company or a Restricted Subsidiary (whether or not such Indebtedness is assumed by the acquiring Person) shall be deemed incurred at least 2.0 to 1.0 (the “Coverage Ratio Exception”)time the Person becomes a Restricted Subsidiary or at the time of the asset acquisition, as the case may be. The Company will not, directly or indirectly, in and will not permit any event Subsidiary Guarantor to incur any Indebtedness that purports to be which by its terms (or by the terms of any agreement governing such Indebtedness) is subordinated in right of payment to any other Indebtedness of the Company unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to the Notes to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of the Company. No Subsidiary Guarantor will, directly or indirectly, in any event incur any Indebtedness that purports to be by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to any other Indebtedness of such Subsidiary Guarantor unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) subordinated made expressly subordinate in right of payment to the Note Notes or the Subsidiary Guarantee of such Subsidiary Guarantor Guarantor, as the case may be, pursuant to subordination provisions that are substantively identical to the same extent and in the same manner as subordination provisions of such Indebtedness is subordinated (or such agreement) that are most favorable to the holders of such other Indebtedness of the Company or such Subsidiary Guarantor. Notwithstanding any other provision in this Section 4.08, as the maximum amount of Indebtedness that the Company or any Restricted Subsidiary case may incur pursuant to this Section 4.08 shall not be deemed to be exceeded as a result of fluctuations in the exchange rates of currencies. For purposes of determining compliance with this Section 4.08:be.

Limitation on Incurrence of Additional Indebtedness. The Company Guarantor will not, and will not permit any of its the Restricted Subsidiaries to, directly or indirectly, incur create, incur, assume, guarantee, acquire, become liable, contingently or otherwise, with respect to, or otherwise become responsible for payment of (collectively, "INCUR") any Indebtedness (other than Permitted Indebtedness); providedPROVIDED, howeverHOWEVER, that if no Default has or Event of Default shall have occurred and is be continuing at the time of or would occur as a consequence of the incurrence of any such Indebtedness, the Company Guarantor or any Restricted Subsidiary Guarantor may incur Indebtedness (including including, without limitation, Acquired Indebtedness), and Restricted Subsidiaries which are not Guarantors may incur Acquired ) if on the date of the incurrence of such Indebtedness, in each case if, after giving effect to the incurrence thereof, the Consolidated Fixed Charge Coverage Ratio of the Company Guarantor is at least greater than (a) 2.0 to 1.0 if such incurrence occurs on or prior to May 15, 2000 or (b) 2.25 to 1.0 if such incurrence occurs after May 15, 2000. No Indebtedness incurred pursuant to the “Consolidated Fixed Charge Coverage Ratio Exception”test of the preceding paragraph shall reduce the amount of Indebtedness which may be incurred pursuant to any clause of the definition of Permitted Indebtedness (including without limitation, Indebtedness pursuant to clause (ii) of the definition of Permitted Indebtedness). The Company will not, directly or indirectly, in any event Guarantor shall not incur any Indebtedness that purports to be by its terms (or by the terms which is subordinated in right of any agreement governing such Indebtedness) subordinated payment to any other Indebtedness of the Company Guarantor unless such Indebtedness is also by its terms (or by the terms subordinated in right of any agreement governing such Indebtedness) subordinated payment to the Notes Guarantee at least to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness. Indebtedness of a Person existing at the Company. No time such Person becomes a Restricted Subsidiary Guarantor will, directly or indirectly, in any event incur any Indebtedness that purports to be which is secured by its terms (or a Lien on an asset acquired by the terms of any agreement governing such Indebtedness) subordinated to any other Indebtedness of such Company or a Restricted Subsidiary Guarantor unless (whether or not such Indebtedness is also by its terms (or assumed by the terms of any agreement governing such Indebtednessacquiring Person) subordinated to shall be deemed incurred at the Note Guarantee of such Subsidiary Guarantor to time the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of such Subsidiary Guarantor. Notwithstanding any other provision in this Section 4.08, the maximum amount of Indebtedness that the Company or any Person becomes a Restricted Subsidiary or at the time of the asset acquisition, as the case may incur pursuant to this Section 4.08 shall not be deemed to be exceeded as a result of fluctuations in the exchange rates of currencies. For purposes of determining compliance with this Section 4.08:be.

Limitation on Incurrence of Additional Indebtedness. The Except as set forth in this Section, the Company will shall not, and will shall not permit any of its Restricted Subsidiaries Subsidiary to, directly or indirectly, incur issue, assume, guarantee, incur, become directly or indirectly liable with respect to (including as a result of an acquisition), or otherwise become responsible for, contingently or otherwise (individually and collectively, to "incur" or, as appropriate, an "incurrence"), any Indebtedness (including Acquired Indebtedness), other than Permitted Indebtedness; provided, howeverunless (a) after giving effect to the incurrence of such Indebtedness and the receipt and application of the proceeds thereof, that the ratio of the total Indebtedness of the Company and its Restricted Subsidiaries (excluding any Indebtedness owed to a Restricted Subsidiary by any other Restricted Subsidiary or the Company and any Indebtedness owed to the Company by any Restricted Subsidiary) to the Company's Consolidated EBITDA (determined on a pro forma basis for the last four fiscal quarters of the Company for which financial statements are available at the date of determination) is less than (i) 6.5 to 1 if the Indebtedness is incurred prior to December 15, 1999 and (ii) 6.0 to 1 if the Indebtedness is incurred on or after December 15, 1999, and (b) no Default has or Event of Default shall have occurred and is be continuing at the time of the incurrences of such Indebtedness (the "Incurrence Date") or would occur as a consequence of the incurrence of any such Indebtedness. In determining the ratio of total Indebtedness to Consolidated EBITDA for purposes of the immediately preceding sentence, (a) if the Company or any Subsidiary Guarantor may incur Indebtedness (including Acquired Indebtedness), and Restricted Subsidiaries which are not Guarantors may incur is the subject of a determination under this provision is Acquired Indebtedness, or Indebtedness incurred in each case ifconnection with the simultaneous acquisition of any Person, after business, property or assets, then such ratio shall be determined by giving effect to (on a pro forma basis, as if the transaction had occurred at the beginning of the four-quarter period) both the incurrence thereof, the Consolidated Fixed Charge Coverage Ratio or assumption of the Company is at least 2.0 to 1.0 (the “Coverage Ratio Exception”). The Company will not, directly such Acquired Indebtedness or indirectly, in any event incur any Indebtedness that purports to be by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to any other Indebtedness of the Company unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to the Notes to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of the Company. No Subsidiary Guarantor will, directly or indirectly, in any event incur any Indebtedness that purports to be by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to any other Indebtedness of such Subsidiary Guarantor unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to the Note Guarantee of such Subsidiary Guarantor to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of such Subsidiary Guarantor. Notwithstanding any other provision in this Section 4.08, the maximum amount of Indebtedness that the Company or any Restricted Subsidiary may incur pursuant to this Section 4.08 (together with any other Acquired Indebtedness or other Indebtedness incurred or assumed by the Company or any Restricted Subsidiary in connection with acquisitions consummated by the Company or any Restricted Subsidiary during such four-quarter period) and the inclusion in the Company's Consolidated EBITDA of the Consolidated EBITDA of the acquired Person, business, property or assets and any pro forma expense and cost reductions calculated on a basis consistent with Regulation S-X under the Securities Act as in effect and as applied as of the Issue Date (together with the Consolidated EBITDA of, and pro forma expense and cost reductions relating to, any other Person, business, property or assets acquired or disposed of by the Company or any Restricted Subsidiary during such four-quarter period) and (b) if since the end of such four-quarter period any Indebtedness of the Company or any Restricted Subsidiary has been repaid, repurchased, defeased or otherwise discharged (other than Indebtedness under a revolving credit or similar arrangement unless such revolving credit Indebtedness has been permanently repaid and has not been replaced), Indebtedness as of the end of such four-quarter period shall not be calculated after giving effect on a pro forma basis as if such Indebtedness had been repaid, repurchased, defeased or otherwise discharged as of the beginning of such four-quarter period. Indebtedness of any Person which is outstanding at the time such Person becomes a Restricted Subsidiary of the Company (including upon designation of any subsidiary or other Person as a Restricted Subsidiary) or is merged with or into or consolidated with the Company or a Restricted Subsidiary of the Company shall be deemed to be exceeded have been incurred at the time such Person becomes such a Restricted Subsidiary of the Company or is merged with or into or consolidated with the Company or a Restricted Subsidiary of the Company, as a result of fluctuations in the exchange rates of currencies. For purposes of determining compliance with this Section 4.08:applicable.

Limitation on Incurrence of Additional Indebtedness. (a) The Company will not, and will not permit any Restricted Subsidiary of its Restricted Subsidiaries the Company to, directly or indirectly, indirectly incur any Indebtedness (including Acquired Indebtedness) other than Permitted Indebtedness. Notwithstanding the foregoing limitations, the Company and its Restricted Subsidiaries may incur Indebtedness if (i) after giving effect to the incurrence of such Indebtedness and the receipt and application of the proceeds thereof, the Company’s Consolidated Fixed Charge Coverage Ratio (determined on a pro forma basis for the last four full fiscal quarters of the Company for which financial information is available at the date of determination) is at least equal to 2:00:1; but no Restricted Subsidiary may incur Indebtedness which is not Permitted Indebtedness unless its Consolidated Fixed Charge Coverage Ratio is at least equal to 3:00:1; provided, however, that if the Indebtedness which is the subject of a determination under this provision is Acquired Indebtedness, or Indebtedness incurred in connection with the simultaneous acquisition of any Person, business, property or assets, then such ratio shall be determined by giving effect (on a pro forma basis, as if the transaction had occurred at the beginning of the four quarter period) to both the incurrence or assumption of such Acquired Indebtedness or such other Indebtedness by the Company or such Restricted Subsidiary and the inclusion in the Company’s or such Restricted Subsidiary’s Consolidated EBITDA of the Consolidated EBITDA of the acquired Person, business, property or assets; and provided, further, that in the event that the Consolidated EBITDA of the acquired Person, business, property or assets reflects an operating loss, no amounts shall be deducted from the Company’s or such Restricted Subsidiary’s Consolidated EBITDA in making the determinations described above and (ii) no Default has or Event of Default shall have occurred and is be continuing at the time of or would occur as a consequence of the incurrence of any such Indebtedness, the Company or any Subsidiary Guarantor may incur Indebtedness (including Acquired Indebtedness), and Restricted Subsidiaries which are not Guarantors may incur Acquired Indebtedness, in each case if, after giving effect to the incurrence thereof, the Consolidated Fixed Charge Coverage Ratio of the Company is at least 2.0 to 1.0 (the “Coverage Ratio Exception”). The Company will not, directly or indirectly, in any event incur any Indebtedness that purports to be by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to any other Indebtedness of the Company unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to the Notes to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of the Company. No Subsidiary Guarantor will, directly or indirectly, in any event incur any Indebtedness that purports to be by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to any other Indebtedness of such Subsidiary Guarantor unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to the Note Guarantee of such Subsidiary Guarantor to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of such Subsidiary Guarantor. Notwithstanding any other provision in this Section 4.08, the maximum amount of Indebtedness that the Company or any Restricted Subsidiary may incur pursuant to this Section 4.08 shall not be deemed to be exceeded as a result of fluctuations in the exchange rates of currencies. For purposes of determining compliance with this Section 4.08:.

Limitation on Incurrence of Additional Indebtedness. The Company will not, and will not permit any Restricted Subsidiary of its Restricted Subsidiaries the Company to, directly or indirectly, indirectly incur any Indebtedness (including Acquired Indebtedness) other than Permitted Indebtedness. Notwithstanding the foregoing limitations, the Company and its Restricted Subsidiaries may incur Indebtedness if (a) after giving effect to the incurrence of such Indebtedness and the receipt and application of the proceeds thereof, the Company's Consolidated Fixed Charge Coverage Ratio (determined on a pro forma basis for the last four full fiscal quarters of the Company for which financial information is available at the date of determination) is at least equal to 1.75:1; but no Restricted Subsidiary may incur Indebtedness which is not --- Permitted Indebtedness unless its Consolidated Fixed Charge Coverage Ratio is at least equal to 2.75:1; provided, however, that if the Indebtedness which is the -------- ------- subject of a determination under this provision is Acquired Indebtedness, or Indebtedness incurred in connection with the simultaneous acquisition of any Person, business, property or assets, then such ratio shall be determined by giving effect (on a pro forma basis, as if the transaction had occurred at the beginning of the four quarter period) to both the incurrence or assumption of such Acquired Indebtedness or such other Indebtedness by the Company or such Restricted Subsidiary and the inclusion in the Company's or such Restricted Subsidiary's Con- solidated EBITDA of the Consolidated EBITDA of the acquired Person, business, property or assets; and provided, further, that in the event that the -------- ------- Consolidated EBITDA of the acquired Person, business, property or assets reflects an operating loss, no amounts shall be deducted from the Company's or such Restricted Subsidiary's Consolidated EBITDA in making the determinations described above and (b) no Default has or Event of Default shall have occurred and is be continuing at the time of or would occur as a consequence of the incurrence of any such Indebtedness, the Company or any Subsidiary Guarantor may incur Indebtedness (including Acquired Indebtedness), and Restricted Subsidiaries which are not Guarantors may incur Acquired Indebtedness, in each case if, after giving effect to the incurrence thereof, the Consolidated Fixed Charge Coverage Ratio of the Company is at least 2.0 to 1.0 (the “Coverage Ratio Exception”). The Company will not, directly or indirectly, in any event incur any Indebtedness that purports to be by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to any other Indebtedness of the Company unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to the Notes to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of the Company. No Subsidiary Guarantor will, directly or indirectly, in any event incur any Indebtedness that purports to be by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to any other Indebtedness of such Subsidiary Guarantor unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to the Note Guarantee of such Subsidiary Guarantor to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of such Subsidiary Guarantor. Notwithstanding any other provision in this Section 4.08, the maximum amount of Indebtedness that the Company or any Restricted Subsidiary may incur pursuant to this Section 4.08 shall not be deemed to be exceeded as a result of fluctuations in the exchange rates of currencies. For purposes of determining compliance with this Section 4.08:.

Limitation on Incurrence of Additional Indebtedness. The Company will shall not, and will shall not permit any of its Restricted Subsidiaries to, directly or indirectly, incur create, incur, assume, guarantee, acquire, become liable, contingently or otherwise, with respect to, or otherwise become responsible for payment of (collectively, "incur") any Indebtedness (other than Permitted Indebtedness); providedPROVIDED, howeverHOWEVER, that if no Default has or Event of Default shall have occurred and is be continuing at the time of or would occur as a consequence of the incurrence of any such Indebtedness, the Company or any Subsidiary Guarantor may incur Indebtedness (including including, without limitation, Acquired Indebtedness), and Restricted Subsidiaries which are not Guarantors may incur Acquired ) if on the date of the incurrence of such Indebtedness, in each case if, after giving effect to the incurrence thereof, the Consolidated Fixed Charge Coverage Ratio of the Company is at least 2.0 greater than 2.5 to 1.0 (if such incurrence is on or prior to March 30, 2003 and 3.0 to 1.0 if such incurrence is thereafter and; PROVIDED FURTHER, that the “no incurrence of Permitted Indebtedness shall be subject to the Consolidated Fixed Charge Coverage Ratio Exception”)Ratio. For purposes of determining any particular amount of Indebtedness under this Section 4.12, guarantees, Liens or obligations with respect to letters of credit supporting Indebtedness otherwise included in the determination of such particular amount shall not be included. Indebtedness of any Person which is outstanding at the time such Person becomes a Restricted Subsidiary or is merged with or into or consolidated with the Company or a Restricted Subsidiary shall be deemed to have been incurred at the time such Person becomes a Restricted Subsidiary or is merged with or into or consolidated with the Company or a Restricted Subsidiary, and Indebtedness which is assumed at the time of the acquisition of any asset shall be deemed to have been incurred at the time of such acquisition. The Company will not, directly or indirectly, in any event shall not incur any Indebtedness that purports to be which by its terms (or by the terms of any agreement governing such Indebtedness) is subordinated in right of payment to any other Indebtedness of the Company unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) subordinated made expressly subordinate in right of payment to the Notes pursuant to subordination provisions that are substantively identical to the same extent and in the same manner as subordination provisions of such Indebtedness is subordinated (or such agreement) that are most favorable to such the holders of any other Indebtedness of the Company. No Subsidiary Guarantor will, directly or indirectly, in any event incur any Indebtedness that purports to be by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to any other Indebtedness of such Subsidiary Guarantor unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to the Note Guarantee of such Subsidiary Guarantor to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of such Subsidiary Guarantor. Notwithstanding any other provision in this Section 4.08, the maximum amount of Indebtedness that the Company or any Restricted Subsidiary may incur pursuant to this Section 4.08 shall not be deemed to be exceeded as a result of fluctuations in the exchange rates of currencies. For purposes of determining compliance with this Section 4.08:.

Limitation on Incurrence of Additional Indebtedness. (a) The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, incur create, incur, assume, guarantee, acquire, become liable, contingently or otherwise, with respect to, or otherwise become responsible for payment of (collectively, “incur”) any Indebtedness (other than Permitted Indebtedness); provided, however, provided that if no Default has or Event of Default shall have occurred and is be continuing at the time of or would occur as a consequence of the incurrence of any such Indebtedness, the Company or any Subsidiary Guarantor of its Restricted Subsidiaries may incur Indebtedness (including Acquired if on the date of the incurrence of such Indebtedness), and Restricted Subsidiaries which are not Guarantors may incur Acquired Indebtedness, in each case if, after giving effect to the incurrence thereofthereof (or, in the case of Designated Revolving Commitments, on the date such Designated Revolving Commitments are designated as such (but only to the extent and so long as so designated) after giving pro forma effect to the incurrence of the entire committed amount of Indebtedness designated thereunder, in which case such designated amount under such Designated Revolving Commitments may thereafter be borrowed, repaid and reborrowed, in whole or in part, from time to time, without further compliance with any limitation on the incurrence of additional indebtedness set forth in this Section 4.08), the Consolidated Fixed Charge Coverage Ratio of the Company is at least would have been greater than 2.0 to 1.0 (1.0; provided that the “Coverage Ratio Exception”). The Company will not, directly or indirectly, in any event incur any Indebtedness that purports to be by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to any other Indebtedness of the Company unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to the Notes to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of the Company. No Subsidiary Guarantor will, directly or indirectly, in any event incur any Indebtedness that purports to be by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to any other Indebtedness of such Subsidiary Guarantor unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to the Note Guarantee of such Subsidiary Guarantor to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of such Subsidiary Guarantor. Notwithstanding any other provision in this Section 4.08, the maximum amount of Indebtedness that may be incurred and Disqualified Capital Stock or Preferred Stock that may be issued pursuant to the Company or foregoing by any Restricted Subsidiary may incur Subsidiaries (other than Securitization Subsidiaries) that are not Guarantors (other than borrowings under a Bank Facility which is secured by Liens incurred pursuant to this clause (a) of Section 4.08 4.12 hereof) shall not be deemed to be exceeded as a result of fluctuations in the exchange rates of currencies. For purposes of determining compliance with this Section 4.08:exceed $100.0 million at any one time outstanding.

Limitation on Incurrence of Additional Indebtedness. The Other than Permitted Indebtedness, the Company will not, and will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, incur create, incur, assume, guarantee, acquire, become liable, contingently or otherwise, with respect to, or otherwise become responsible for payment of (collectively, "incur") any Indebtedness other than Permitted (including, without limitation, Acquired Indebtedness); provided, however, that if no Default has or Event of Default shall have occurred and is be continuing at the time of or would occur as a consequence of the incurrence of any such Indebtedness, the Company and the Restricted Subsidiaries or any Subsidiary Guarantor of them may incur Indebtedness (including Acquired Indebtedness), and Restricted Subsidiaries which are not Guarantors may incur Acquired Indebtedness, in each case ifcase, if on the date of the incurrence of such Indebtedness, after giving pro forma effect to the incurrence thereofthereof and the receipt and application of the proceeds therefrom, the Company's Consolidated Fixed Charge EBITDA Coverage Ratio would have been greater than 2.50 to 1.0. For purposes of determining any particular amount of Indebtedness under this Section 4.12, guarantees of Indebtedness otherwise included in the determination of such amount shall not also be included. Indebtedness of a Person existing at the time such Person becomes a Restricted Subsidiary (whether by merger, consolidation, acquisition of Capital Stock or otherwise) or is merged with or into the Company or any Restricted Subsidiary or which is secured by a Lien on an asset acquired by the Company or a Restricted Subsidiary (whether or not such Indebtedness is assumed by the acquiring Person) shall be deemed incurred at the time the Person becomes a Restricted Subsidiary or at the time of the Company is at least 2.0 to 1.0 (asset acquisition, as the “Coverage Ratio Exception”)case may be. The Company will not, directly or indirectlyand will not permit any Subsidiary Guarantor to, in any event incur any Indebtedness that purports to be which by its terms (or by the terms of any agreement governing such Indebtedness) is subordinated in right of payment to any other Indebtedness of the Company or such Subsidiary Guarantor, as the case may be, other than the Notes and the Guarantees unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) subordinated made expressly subordinate in right of payment to the Notes to or the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of the Company. No Subsidiary Guarantor will, directly or indirectly, in any event incur any Indebtedness that purports to be by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to any other Indebtedness of such Subsidiary Guarantor unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to the Note Guarantee of such Subsidiary Guarantor Guarantor, as the case may be, pursuant to subordination provisions that are at least as favorable to the same extent and in holders of the same manner Notes or such guarantee as the subordination provisions of such Indebtedness is subordinated to such other Indebtedness of such Subsidiary Guarantor. Notwithstanding any other provision in this Section 4.08, the maximum amount of Indebtedness that the Company (or any Restricted Subsidiary may incur pursuant to this Section 4.08 shall not be deemed to be exceeded as a result of fluctuations in the exchange rates of currencies. For purposes of determining compliance with this Section 4.08:agreement).

Limitation on Incurrence of Additional Indebtedness. The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, incur create, incur, assume, guarantee, become liable, contingently or otherwise, with respect to, or otherwise become responsible for payment of (collectively, "incur") any Indebtedness (other than Permitted Indebtedness); provided, however, that if no Event of Default has shall have occurred and is be continuing at the time of or would occur as a consequence of the incurrence of any such Indebtedness, the Company or any Subsidiary Guarantor and its Restricted Subsidiaries may incur Indebtedness (including including, without limitation, Acquired Indebtedness), and Restricted Subsidiaries which are not Guarantors may incur Acquired ) if on the date of the incurrence of such Indebtedness, in each case if, after giving effect to the incurrence thereof, the Consolidated Fixed Charge Coverage Ratio of the Company is at least greater than 1.75 to 1.0 on or before February 15, 2000, greater than 2.0 to 1.0 after February 15, 2000 and greater than 2.25 to 1.0 after February 15, 2002. For purposes of determining compliance with this Section, (i) in the “Coverage Ratio Exception”). The event that an item of Indebtedness meets the criteria of more than one of the types of Indebtedness permitted by this Section, the Company in its sole discretion will notclassify such item of Indebtedness and will only be required to include the amount and type of each class of Indebtedness in the test specified in the first paragraph of this Section or in one of the clauses of the definition of the term "Permitted Indebtedness," (ii) the amount of Indebtedness issued at a price which is less than the principal amount thereof shall be equal to the amount of liability in respect thereof determined in accordance with GAAP, directly (iii) Indebtedness incurred in connection with, or indirectlyin contemplation of, any transaction described in any event incur any Indebtedness that purports the definition of the term "Acquired Indebtedness" shall be deemed to be have been incurred by the Company or one of its terms Restricted Subsidiaries, as the case may be, at the time an acquired Person becomes such a Restricted Subsidiary (or by is merged into the terms of any agreement governing Company or such Indebtednessa Restricted Subsidiary) subordinated to any other Indebtedness or at the time of the Company unless such Indebtedness is also by its terms acquisition of assets, as the case may be, (or by the terms of any agreement governing such Indebtednessiv) subordinated to the Notes to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of the Company. No Subsidiary Guarantor will, directly or indirectly, in any event incur any Indebtedness that purports to be by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to any other Indebtedness of such Subsidiary Guarantor unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to the Note Guarantee of such Subsidiary Guarantor to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of such Subsidiary Guarantor. Notwithstanding any other provision in this Section 4.08, the maximum amount of Indebtedness that the Company or any and its Restricted Subsidiary Subsidiaries may incur pursuant to this Section 4.08 shall not be deemed to be exceeded as a exceeded, with respect to any outstanding Indebtedness, due solely to the result of fluctuations in the exchange rates of currencies. For purposes of determining compliance with , and (v) guarantees or Liens supporting Indebtedness permitted to be incurred under this Section 4.08:may be issued or granted if otherwise issued or granted in accordance with the terms of this Indenture.

Limitation on Incurrence of Additional Indebtedness. The Company will not, and will not permit any of its Restricted the Subsidiaries to, to directly or indirectly, incur issue, incur, assume, guarantee, become liable, contingently or otherwise, with respect to or otherwise become responsible for the payment of (collectively, "incur") any Indebtedness (other than Permitted Indebtedness); provided, however, that if no Default has or Event of Default with respect to the Securities shall have occurred and is be continuing at the time of or would occur as a consequence of at the incurrence of any such Indebtedness, the Company or any Subsidiary Guarantor may incur Indebtedness (including Acquired Indebtedness), and Restricted Subsidiaries which are not Guarantors may incur Acquired Indebtedness, in each case if, after giving effect to the incurrence thereof, the Consolidated Fixed Charge Coverage Ratio of the Company is at least 2.0 to 1.0 (the “Coverage Ratio Exception”). The Company will not, directly or indirectly, in any event incur any Indebtedness that purports to be by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to any other Indebtedness of the Company unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to the Notes to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of the Company. No Subsidiary Guarantor will, directly or indirectly, in any event incur any Indebtedness that purports to be by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to any other Indebtedness of such Subsidiary Guarantor unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to the Note Guarantee of such Subsidiary Guarantor to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of such Subsidiary Guarantor. Notwithstanding any other provision in this Section 4.08, the maximum amount of Indebtedness that the Company or any Restricted Subsidiary may incur pursuant Indebtedness, if on Dailxx Xxxernational Inc.: Indenture -32- Execution Copy 39 the date of the incurrence, the Company's Consolidated EBITDA Coverage Ratio would have been greater than 2.0 to this Section 4.08 shall not be deemed to be exceeded as a result of fluctuations in the exchange rates of currencies1.0. For purposes of determining compliance with any particular amount of Indebtedness incurred under this Section 4.08:4.09, (i) guarantees by the Company or any of the Subsidiaries of Indebtedness of the Company or any of the Subsidiaries otherwise included in the determination of such amount shall not also be included, and (ii) any Indebtedness of the Company or any Subsidiary incurred for, or related to, a Person other than another Subsidiary or the Company, as applicable, shall be deemed to be in an amount equal to the greater of (a) the lesser of (1) the full amount of the Indebtedness of such other Person or (2) the fair market value of the assets and properties of the Company or such Subsidiary, as to which the holder or holders of such Indebtedness are expressly limiting the obligations of the Company or such Subsidiary, the value of which assets and properties of the Company or any Subsidiary will be determined in good faith by the Board of Directors of the Company or such Subsidiary, as applicable (which determination shall be evidenced by a Board Resolution of the applicable Person), and (b) the amount of the Indebtedness of such other Person as has been expressly contractually assumed or guaranteed by the Company or such Subsidiary. Notwithstanding anything to the contrary in this Section 4.09, no Subsidiary that is not already a Subsidiary Guarantor shall incur any Indebtedness with respect to any Indebtedness of the Company or any other Subsidiary unless such Subsidiary, the Company and the Trustee execute and deliver a supplemental indenture evidencing such Subsidiary Guarantor's Subsidiary Guarantee of the Securities, such Subsidiary Guarantee to be a senior unsecured obligation of such Subsidiary.

Limitation on Incurrence of Additional Indebtedness. The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, incur create, incur, assume, guarantee, acquire, be-come liable, contingently or otherwise, with respect to, or otherwise become responsible for payment of (collectively, "incur") any Indebtedness (other than Permitted Indebtedness); provided, ,however, that if no Default has or Event of Default shall have occurred and is be continuing at the time of or would occur as a consequence of the incurrence of any such Indebtedness, the Company or any Subsidiary Guarantor and its Restricted Subsidiaries which are Guarantors may incur Indebtedness (including Acquired Indebtedness), and Restricted Subsidiaries which are not Guarantors may incur Acquired ) if on the date of the incurrence of such Indebtedness, in each case if, after giving effect to the incurrence thereof, the Consolidated Fixed Charge Coverage Ratio of the Company is at least greater than 2.0 to 1.0 (the “Coverage Ratio Exception”). The Company will not, directly or indirectly, in any event incur any Indebtedness that purports to be by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to any other Indebtedness of the Company unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to the Notes to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of the Company. No Subsidiary Guarantor will, directly or indirectly, in any event incur any Indebtedness that purports to be by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to any other Indebtedness of such Subsidiary Guarantor unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to the Note Guarantee of such Subsidiary Guarantor to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of such Subsidiary Guarantor1.0. Notwithstanding any other provision in of this Section 4.08Indenture, the maximum amount of Public Indebtedness that may only be incurred by the Company or any Restricted Subsidiary may incur pursuant to this Section 4.08 shall not be deemed to be exceeded as a result of fluctuations in and the exchange rates of currenciesGuarantors. For purposes of determining compliance with any restriction on the incurrence of Indebtedness in euro where Indebtedness is denominated in a different currency, the amount of such Indebtedness shall be the euro Equivalent determined on the date of such determination, provided that if any such Indebtedness denominated in a different currency is subject to a Currency Agreement (with respect to euro) covering principal amounts payable on such Indebtedness, the amount of such Indebtedness expressed in euro shall be adjusted to take into account the effect of such agreement. The principal amount of any Refinancing Indebtedness incurred in the same currency as the Indebtedness being refinanced shall be the euro Equivalent of the Indebtedness refinanced determined on the date such Indebtedness being refinanced was initially incurred. Notwithstanding any other provision of this Section 4.08:4.12, for purposes of determining compliance with Section 4.12, increases in Indebtedness solely due to fluctuations in the exchange rates of currencies shall not be deemed to exceed the maximum amount that the Company or a Restricted Subsidiary of the Company may incur under Section 4.12. For purposes of determining any particular amount of Indebtedness under Section 4.12: (i) obligations with respect to letters of credit, guarantees or Liens, in each case supporting Indebtedness otherwise included in the de-termination of such particular amount, shall not be included; (ii) any Liens granted pursuant to the equal and ratable provisions referred to in Section 4.18 shall not be treated as Indebtedness; and (iii) accrual of interest, accrual of dividends, the accretion of accreted value, the obligation to pay commitment fees and the payment of interest in the form of additional Indebtedness shall not be treated as Indebtedness.

Limitation on Incurrence of Additional Indebtedness. 1.(a) The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, incur create, incur, assume, guarantee, acquire, become liable, contingently or otherwise, with respect to, or otherwise become responsible for payment of (collectively, "INCUR") any Indebtedness (other than Permitted Indebtedness); providedPROVIDED, howeverHOWEVER, that if no Default has or Event of Default shall have occurred and is be continuing at the time of or would occur as a consequence of the incurrence of any such Indebtedness, the Company or any Subsidiary of its Restricted Subsidiaries that is or, upon such incurrence, becomes a Guarantor may incur Indebtedness (including including, without limitation, Acquired Indebtedness)) and any Restricted Subsidiary of the Company that is not or will not, and Restricted Subsidiaries which are not Guarantors upon such incurrence, become a Guarantor may incur Acquired Indebtedness, in each case ifif on the date of the incurrence of such Indebtedness, after giving effect to the incurrence thereof, the Consolidated Fixed Charge Coverage Ratio of the Company is at least 2.0 (i) greater than 2.00 to 1.0 (the “Coverage Ratio Exception”). The Company will not, directly or indirectly, in any event incur any Indebtedness that purports to be by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to any other Indebtedness of the Company unless if such Indebtedness is also by its terms incurred on or before July 1, 2004 or (or by the terms of any agreement governing such Indebtednessii) subordinated greater than 2.25 to the Notes to the same extent and in the same manner as 1.0 if such Indebtedness is subordinated incurred after July 1, 2004. For purposes of determining compliance with this covenant, (i) Acquired Indebtedness shall be deemed to have been incurred by the Company or one of its Restricted Subsidiaries, as the case may be, at the time an acquired Person becomes such other Indebtedness a Restricted Subsidiary (or is merged into the Company or such a Restricted Subsidiary) or at the time of the Company. No Subsidiary Guarantor willacquisition of assets, directly or indirectly, in any event incur any Indebtedness that purports to as the case may be by its terms and (or by the terms of any agreement governing such Indebtednessii) subordinated to any other Indebtedness of such Subsidiary Guarantor unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to the Note Guarantee of such Subsidiary Guarantor to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of such Subsidiary Guarantor. Notwithstanding any other provision in this Section 4.08, the maximum amount of Indebtedness that the Company or any and its Restricted Subsidiary Subsidiaries may incur pursuant to this Section 4.08 covenant shall not be deemed to be exceeded as a exceeded, with respect to any outstanding Indebtedness, due solely to the result of fluctuations in the exchange rates of currencies. For purposes of determining compliance with this Section 4.08:.

Limitation on Incurrence of Additional Indebtedness. The Company will not, and will not permit any Restricted Subsidiary of its Restricted Subsidiaries the Company to, directly or indirectly, indirectly incur any Indebtedness (including Acquired Indebtedness) other than Permitted Indebtedness. Notwithstanding the foregoing limitations, the Company and its Restricted Subsidiaries may incur Indebtedness if (a) after giving effect to the incurrence of such Indebtedness and the receipt and application of the proceeds thereof, the Company’s Consolidated Fixed Charge Coverage Ratio (determined on a pro forma basis for the last four full fiscal quarters of the Company for which financial information is available at the date of determination) is at least equal to 2:00:1; but no Restricted Subsidiary may incur Indebtedness which is not Permitted Indebtedness unless its Consolidated Fixed Charge Coverage Ratio is at least equal to 3:00:1; provided, however, that if the Indebtedness which is the subject of a determination under this provision is Acquired Indebtedness, or Indebtedness incurred in connection with the simultaneous acquisition of any Person, business, property or assets, then such ratio shall be determined by giving effect (on a pro forma basis, as if the transaction had occurred at the beginning of the four quarter period) to both the incurrence or assumption of such Acquired Indebtedness or such other Indebtedness by the Company or such Restricted Subsidiary and the inclusion in the Company’s or such Restricted Subsidiary’s Consolidated EBITDA of the Consolidated EBITDA of the acquired Person, business, property or assets; and provided, further, that in the event that the Consolidated EBITDA of the acquired Person, business, property or assets reflects an operating loss, no amounts shall be deducted from the Company’s or such Restricted Subsidiary’s Consolidated EBITDA in making the determinations described above and (b) no Default has or Event of Default shall have occurred and is be continuing at the time of or would occur as a consequence of the incurrence of any such Indebtedness, the Company or any Subsidiary Guarantor may incur Indebtedness (including Acquired Indebtedness), and Restricted Subsidiaries which are not Guarantors may incur Acquired Indebtedness, in each case if, after giving effect to the incurrence thereof, the Consolidated Fixed Charge Coverage Ratio of the Company is at least 2.0 to 1.0 (the “Coverage Ratio Exception”). The Company will not, directly or indirectly, in any event incur any Indebtedness that purports to be by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to any other Indebtedness of the Company unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to the Notes to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of the Company. No Subsidiary Guarantor will, directly or indirectly, in any event incur any Indebtedness that purports to be by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to any other Indebtedness of such Subsidiary Guarantor unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to the Note Guarantee of such Subsidiary Guarantor to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of such Subsidiary Guarantor. Notwithstanding any other provision in this Section 4.08, the maximum amount of Indebtedness that the Company or any Restricted Subsidiary may incur pursuant to this Section 4.08 shall not be deemed to be exceeded as a result of fluctuations in the exchange rates of currencies. For purposes of determining compliance with this Section 4.08:.

Limitation on Incurrence of Additional Indebtedness. The Company will not, and will not permit any of its the Restricted Subsidiaries to, directly or indirectly, incur create, incur, assume, guarantee, acquire, become liable, contingently or otherwise, with respect to, or otherwise become responsible for payment of (collectively, "incur") any Indebtedness (other than Permitted Indebtedness); provided, however, that if no Default has or Event of Default shall have occurred and is be continuing at the time of or would occur as a consequence of the incurrence of any such Indebtedness, the Company or any Subsidiary Guarantor may incur Indebtedness (including including, without limitation, Acquired Indebtedness), ) and the Restricted Subsidiaries which are not Guarantors may incur Acquired Indebtedness, in each case ifif on the date of the incurrence of such Indebtedness, after giving effect to the incurrence thereof, the Consolidated Fixed Charge Coverage Ratio of the Company is at least greater than 2.0 to 1.0 (if such incurrence occurs on or prior to May 1, 2001 or 2.25 to 1.0, if such incurrence occurs after May 1, 2001. No Indebtedness incurred pursuant to the “Consolidated Fixed Charge Coverage Ratio Exception”test of the preceding paragraph (including, without limitation, Indebtedness under the Credit Agreement) shall reduce the amount of Indebtedness which may be incurred pursuant to any clause of the definition of Permitted Indebtedness (including, without limitation, Indebtedness under the Credit Agreement pursuant to clause (ii) of the definition of Permitted Indebtedness). The Company will not, directly Indebtedness of a Person existing at the time such Person becomes a Restricted Subsidiary or indirectly, in any event incur any Indebtedness that purports to be which is secured by its terms (or a Lien on an asset acquired by the terms of any agreement governing such Indebtedness) subordinated to any other Indebtedness of the Company unless or a Restricted Subsidiary (whether or not such Indebtedness is also by its terms (or assumed by the terms of any agreement governing such Indebtednessacquiring Person) subordinated to shall be deemed incurred at the Notes to time the same extent and in Person becomes a Restricted Subsidiary or at the same manner as such Indebtedness is subordinated to such other Indebtedness time of the Company. No Subsidiary Guarantor willasset acquisition, directly or indirectly, in any event incur any Indebtedness that purports to be by its terms (or by as the terms of any agreement governing such Indebtedness) subordinated to any other Indebtedness of such Subsidiary Guarantor unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to the Note Guarantee of such Subsidiary Guarantor to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of such Subsidiary Guarantor. Notwithstanding any other provision in this Section 4.08, the maximum amount of Indebtedness that the Company or any Restricted Subsidiary case may incur pursuant to this Section 4.08 shall not be deemed to be exceeded as a result of fluctuations in the exchange rates of currencies. For purposes of determining compliance with this Section 4.08:be.

Limitation on Incurrence of Additional Indebtedness. The Company Lessee ---------------------------------------------------- will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, incur create, incur, assume, guarantee, become liable, contingently or otherwise, with respect to, or otherwise become responsible for payment of (collectively, "incur") any Indebtedness (other than Permitted Indebtedness); provided, however, that if no Tranche A Event of Default has shall have occurred and is be continuing at the time of or would occur as a consequence of the incurrence of any such Indebtedness, the Company or any Subsidiary Guarantor Lessee and its Restricted Subsidiaries may incur Indebtedness (including including, without limitation, Acquired Indebtedness), and Restricted Subsidiaries which are not Guarantors may incur Acquired ) if on the date of the incurrence of such Indebtedness, in each case if, after giving effect to the incurrence thereof, the Consolidated Fixed Charge Coverage Ratio of Lessee is greater than 2.25 to 1.0. For purposes of determining compliance with this covenant, (i) in the Company event that an item of Indebtedness meets the criteria of more than one of the types of Indebtedness permitted by this covenant, Lessee in its sole discretion will classify such item of Indebtedness and will only be required to include the amount and type of each class of Indebtedness in the test specified in the first paragraph of this covenant or in one of the clauses of the definition of the term "Permitted In-debtedness", (ii) the amount of Indebtedness (other than Indebtedness consisting of an Operating Lease Facility) issued at a price which is less than the principal amount thereof shall be equal to the amount of liability in respect thereof determined in accordance with GAAP, (iii) Indebtedness incurred in connection with, or in contemplation of, any transaction described in the definition of the term "Acquired Indebtedness" shall be deemed to have been incurred by Lessee or one of its Restricted Subsidiaries, as the case may be, at least 2.0 to 1.0 (the “Coverage Ratio Exception”). The Company will not, directly or indirectly, in any event incur any Indebtedness that purports to be by its terms time an acquired Person becomes such a Restricted Subsidiary (or by is merged into Lessee or such a Restricted Subsidiary) or at the terms of any agreement governing such Indebtedness) subordinated to any other Indebtedness time of the Company unless such Indebtedness is also by its terms acquisition of assets, as the case may be, (or by the terms of any agreement governing such Indebtednessiv) subordinated to the Notes to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of the Company. No Subsidiary Guarantor will, directly or indirectly, in any event incur any Indebtedness that purports to be by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to any other Indebtedness of such Subsidiary Guarantor unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to the Note Guarantee of such Subsidiary Guarantor to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of such Subsidiary Guarantor. Notwithstanding any other provision in this Section 4.08, the maximum amount of Indebtedness that the Company or any Lessee and its Restricted Subsidiary Subsidiaries may incur pursuant to this Section 4.08 covenant shall not be deemed to be exceeded as a exceeded, with respect to any outstanding Indebtedness, due solely to the result of fluctuations in the exchange rates of currencies. For purposes , and (v) guarantees or Liens supporting Indebtedness permitted to be incurred under this covenant may be issued or granted if otherwise issued or granted in accordance with the terms of determining compliance with this Section 4.08:9.2.

Limitation on Incurrence of Additional Indebtedness. The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, incur create, incur, assume, guarantee, acquire, become liable, contingently or otherwise, with respect to, or otherwise become responsible for payment of (collectively, "incur") any Indebtedness (other than Permitted Indebtedness); provided, however, that if no Default has or Event of Default shall have occurred and is be continuing at the time of or would occur as a consequence of the incurrence of any such Indebtedness, the Company or any Subsidiary Guarantor may incur Indebtedness (including including, without limitation, Acquired Indebtedness), ) and Restricted Subsidiaries of the Company which are not Guarantors may incur Acquired Indebtedness, in each case ifif on the date of the incurrence of such Indebtedness, after giving effect to the incurrence thereof, the Consolidated Fixed Charge Coverage Ratio of the Company is at least greater than 2.0 to 1.0 (the “Coverage Ratio Exception”)1.0. The Company will not, directly or indirectlyand will not permit any Guarantor to, in any event incur any Indebtedness that purports to be by its terms (or by the terms is contractually subordinated in right of any agreement governing such Indebtedness) subordinated payment to any other Indebtedness of the Company or a 42 -42- Guarantor, as the case may be, unless such Indebtedness is also by its terms (or by the terms contractually subordinated in right of any agreement governing such Indebtedness) subordinated payment to the Notes to Securities or the same extent and in Guarantee of such Guarantor, as the same manner as such Indebtedness is subordinated to such other case may be, on substantially identical terms; provided, however, that no Indebtedness of the Company. No Subsidiary Company or a Guarantor will, directly or indirectly, in any event incur any Indebtedness that purports shall be deemed to be by its terms (or by the terms contractually subordinated in right of any agreement governing such Indebtedness) subordinated payment to any other Indebtedness of such Subsidiary Guarantor unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to the Note Guarantee of such Subsidiary Guarantor to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of such Subsidiary Guarantor. Notwithstanding any other provision in this Section 4.08, the maximum amount of Indebtedness that the Company or any Restricted Subsidiary such Guarantor, as the case may incur pursuant to this Section 4.08 shall not be deemed to be exceeded as a result be, solely by virtue of fluctuations in the exchange rates of currencies. For purposes of determining compliance with this Section 4.08:being unsecured.

Limitation on Incurrence of Additional Indebtedness. The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, incur create, incur, assume, guarantee, acquire, become liable, contingently or otherwise, with respect to, or otherwise become responsible for payment of (collectively, "incur") any Indebtedness (other than Permitted Indebtedness); provided, however, that if no Default has or Event of Default shall have occurred and is be continuing at the time of or would occur as a consequence of the incurrence of any such Indebtedness, the Company or any Subsidiary Guarantor of its Restricted Subsidiaries may incur Indebtedness (including including, without limitation, Acquired Indebtedness), and Restricted Subsidiaries which are not Guarantors may incur Acquired ) if on the date of the incurrence of such Indebtedness, in each case if, after giving effect to the incurrence thereof, the Consolidated Fixed Charge Coverage Ratio of the Company is at least greater than 2.0 to 1.0 (1.0. No Indebtedness incurred pursuant to the “Coverage Ratio Exception”)next preceding sentence shall be included in calculating any limita- 74 - 66 - tion set forth in the definition of Permitted Indebtedness. The Upon the incurrence or repayment of Indebtedness which may have been incurred pursuant to more than one provision of this Indenture, the Company will not, directly or indirectlymay, in any event incur any Indebtedness that purports to be by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to any other Indebtedness of the Company unless sole discretion, designate which provision such Indebtedness is also by its terms (or by the terms shall have been incurred under. For purposes of determining any agreement governing such Indebtedness) subordinated to the Notes to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of the Company. No Subsidiary Guarantor will, directly or indirectly, in any event incur any Indebtedness that purports to be by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to any other Indebtedness of such Subsidiary Guarantor unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to the Note Guarantee of such Subsidiary Guarantor to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of such Subsidiary Guarantor. Notwithstanding any other provision in this Section 4.08, the maximum particular amount of Indebtedness that under this Section 4.12, guarantees of Indebtedness otherwise included in the determination of such amount shall not also be included. Indebtedness of a Person existing at the time such Person becomes a Restricted Subsidiary (whether by merger, consolidation, acquisition of Capital Stock or otherwise) or is merged with or into the Company or any Restricted Subsidiary may incur pursuant to this Section 4.08 or which is secured by a Lien on an asset acquired by the Company or a Restricted Subsidiary (whether or not such Indebtedness is assumed by the acquiring Person) shall not be deemed to be exceeded incurred at the time the Person becomes a Restricted Subsidiary or at the time of the asset acquisition, as a result of fluctuations in the exchange rates of currencies. For purposes of determining compliance with this Section 4.08:case may be.

Limitation on Incurrence of Additional Indebtedness. (a) The Company will shall not, and will shall not permit any of its Restricted Subsidiaries to, directly or indirectly, incur create, incur, assume, guarantee, acquire, become liable, contingently or otherwise, with respect to, or otherwise become responsible for payment of (collectively, “incur”) any Indebtedness (other than Permitted Indebtedness); provided, however, that if no Default has or Event of Default shall have occurred and is be continuing at the time of or would occur as a consequence of the incurrence of any such Indebtedness, the Company or any Subsidiary Guarantor may incur (x) Indebtedness (including Acquired other than Senior Secured Indebtedness), and Restricted Subsidiaries which are not Guarantors may incur Acquired ) if on the date of the incurrence of such Indebtedness, in each case if, after giving effect to the incurrence thereof, the Consolidated Fixed Charge Coverage Ratio of the Company would have been greater than (i) 2.25 to 1.0 if such Indebtedness is at least incurred before January 1, 2005 and (ii) greater than 2.5 to 1.0 if such Indebtedness is incurred thereafter and (y) Senior Secured Indebtedness, if on the date of the incurrence of such Indebtedness, after giving effect to the incurrence thereof, the Consolidated Senior Secured Leverage Ratio of the Company would have been less than or equal to (i) 2.0 to 1.0 if such Senior Secured Indebtedness is incurred on or before January 1, 2005 and (ii) 1.75 to 1.0 if such Senior Secured Indebtedness is incurred thereafter. No Indebtedness incurred pursuant to the “Consolidated Fixed Charge Coverage Ratio Exception”). The Company will not, directly or indirectly, in any event incur any Indebtedness that purports to be by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to any other Indebtedness Consolidated Senior Secured Leverage Ratio test of the Company unless such preceding sentence (including, without limitation, Indebtedness is also by its terms (or by under the terms of any agreement governing such IndebtednessSenior Credit Facility) subordinated to shall reduce the Notes to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of the Company. No Subsidiary Guarantor will, directly or indirectly, in any event incur any Indebtedness that purports to be by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to any other Indebtedness of such Subsidiary Guarantor unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to the Note Guarantee of such Subsidiary Guarantor to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of such Subsidiary Guarantor. Notwithstanding any other provision in this Section 4.08, the maximum amount of Indebtedness that the Company or any Restricted Subsidiary which may incur be incurred pursuant to this Section 4.08 shall not be deemed any clause of the definition of “Permitted Indebtedness” (including, without limitation, Indebtedness under the Senior Credit Facility pursuant to be exceeded as a result clause (2) of fluctuations in the exchange rates definition of currencies. For purposes of determining compliance with this Section 4.08:“Permitted Indebtedness”).

Limitation on Incurrence of Additional Indebtedness. The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, incur create, incur, assume, guarantee, acquire, become liable, contingently or otherwise, with respect to, or otherwise become responsible for payment of (collectively, “incur”) any Indebtedness (other than Permitted Indebtedness); provided, however, that if no Default has occurred and is continuing at the time of or would occur as a consequence of the incurrence of any such Indebtedness, the Company Issuer or any Subsidiary of its Restricted Subsidiaries that is or, upon such incurrence, becomes a Guarantor may incur Indebtedness (including including, without limitation, Acquired Indebtedness), and Restricted Subsidiaries which are not Guarantors may incur Acquired Indebtedness, in each case if, after giving effect to ) if on the date of the incurrence thereof, of such Indebtedness the Consolidated Fixed Charge Coverage Ratio of the Company is at least will be, after giving effect to the incurrence thereof greater than: (i) 2.0 to 1.0 prior to the first anniversary of the Issue Date and (ii) 2.25 to 1.0 on and after the “Coverage Ratio Exception”)first anniversary of the Issue Date. The Company will not, and will not permit the Issuer or any Guarantor to, directly or indirectly, in any event incur any Indebtedness that purports to be which by its terms (or by the terms of any agreement governing such Indebtedness) is contractually subordinated to any other Indebtedness of the Issuer or the Company unless or such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to the Notes to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of the Company. No Subsidiary Guarantor will, directly or indirectly, in any event incur any Indebtedness that purports to be by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to any other Indebtedness of such Subsidiary Guarantor unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) subordinated made contractually subordinate to the Note Guarantee Obligations of the Issuer or such Guarantor under (i) in the case of the Company, the Notes and this Indenture or (ii) in the case of such Subsidiary Guarantor Guarantor, its Guarantee and this Indenture, in each case, on substantially identical terms; provided, however, that no Indebtedness will be deemed to the same extent and be contractually subordinated in the same manner as such Indebtedness is subordinated right of payment to such any other Indebtedness of such Subsidiary Guarantorthe Issuer, the Company or any Guarantor solely by virtue of being unsecured. The accrual of interest, accrual of dividends on Disqualified Capital Stock, the accretion or amortization of original issue discount, the payment of interest on any Indebtedness in the form of additional Indebtedness in accordance with their terms, the reclassification of Preferred Stock as Indebtedness due to a change in accounting principles, and the payment of dividends on Disqualified Capital Stock in the form of additional shares of the same class of Disqualified Capital Stock will not be deemed to be an incurrence of Indebtedness or an issuance of Disqualified Capital Stock for purposes of this Section 4.08. Notwithstanding any other provision in of this Section 4.08, the maximum amount of Indebtedness that the Company or any Restricted Subsidiary may incur pursuant to this Section 4.08 shall not be deemed to be exceeded solely as a result of fluctuations in the exchange rates or currency values. The amount of currencies. For purposes any Indebtedness outstanding as of determining compliance with this Section 4.08any date will be:

Limitation on Incurrence of Additional Indebtedness. The Company will shall not, and will shall not permit any of its Restricted Subsidiaries to, directly or indirectly, incur create, incur, assume, guarantee, acquire, become liable, contingently or otherwise, with respect to, or otherwise become responsible for payment of (collectively, "incur") any Indebtedness (other than Permitted Indebtedness); provided, however, that if no Default has or Event of Default shall have occurred and is be continuing at the time of or would occur as a consequence of the incurrence of any such Indebtedness, the Company or any Subsidiary Guarantor of its Restricted Subsidiaries may incur Indebtedness (including including, without limitation, Acquired Indebtedness), and Restricted Subsidiaries which are not Guarantors may incur Acquired ) if on the date of the incurrence of such Indebtedness, in each case if, after giving effect to the incurrence thereof, the Consolidated Fixed Charge Coverage Ratio of the Company is at least greater than (i) 2.0 to 1.0 1.0, if the Indebtedness is to be incurred prior to Xxxxxx 0, 0000, (xx) 2.25 to 1.0, if the “Indebtedness is to be incurred on or after August 1, 2000 and prior to August 1, 2002, or (iii) 2.50 to 1.0, if the Indebtedness is to be incurred on or after August 1, 2002; provided, further, however, that the Company shall not be permitted to exchange any of its Senior Exchangeable Preferred Stock for Junior Subordinated Notes or any other instrument of Indebtedness unless, after giving effect to the exchange thereof, the Consolidated Fixed Charge Coverage Ratio Exception”). The Company will not, directly or indirectly, in any event incur any Indebtedness that purports to be by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to any other Indebtedness of the Company unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) subordinated greater than 2.75 to the Notes to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of the Company. No Subsidiary Guarantor will, directly or indirectly, in any event incur any Indebtedness that purports to be by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to any other Indebtedness of such Subsidiary Guarantor unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to the Note Guarantee of such Subsidiary Guarantor to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of such Subsidiary Guarantor. Notwithstanding any other provision in this Section 4.08, the maximum amount of Indebtedness that the Company or any Restricted Subsidiary may incur pursuant to this Section 4.08 shall not be deemed to be exceeded as a result of fluctuations in the exchange rates of currencies1.0. For purposes of determining compliance with this Section 4.08:4.12, (i) in the event that an item of Indebtedness meets the criteria of more than one of the types of Indebtedness permitted by this covenant, the Company in its sole discretion will classify such item of Indebtedness and will only be required to include the amount and type of each class of Indebtedness in the test specified in the first paragraph of this covenant or in one of the clauses of the definition of the term Permitted Indebtedness, (ii) the amount of Indebtedness issued at a price which is less than the principal amount thereof shall be equal to the amount of liability in respect thereof determined in accordance with GAAP, (iii) Indebtedness incurred in connection with, or in contemplation of, any transaction described in the definition of the term Acquired Indebtedness shall be deemed to have been incurred by the Company or one of its Restricted Subsidiaries, as the case may be, at the time an acquired Person becomes such a Restricted Subsidiary (or is merged into the Company or such a Restricted Subsidiary) or at the time of the acquisition of assets, as the case may be, and (iv) guarantees or Liens supporting Indebtedness permitted to be incurred under this Section 4.12 may be issued or granted if otherwise issued or granted in accordance with the terms of this Indenture.

Limitation on Incurrence of Additional Indebtedness. The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, incur any Indebtedness Indebtedness, other than Permitted Indebtedness; provided, however, that if no Default has or Event of Default shall have occurred and is be continuing at the time of or would occur as a consequence of the incurrence of any such Indebtedness, the Company Issuer or any Subsidiary Guarantor may incur Indebtedness (including Acquired if on the date of the incurrence of such Indebtedness), and Restricted Subsidiaries which are not Guarantors may incur Acquired Indebtedness, in each case if, after giving effect to the incurrence thereof, the Consolidated Fixed Charge Coverage Ratio of the Company is at least equal to or greater than 2.0 to 1.0 (the “Coverage Ratio Exception”)1.0. The Company will not, directly or indirectlyFor purposes of determining compliance with this Section 4.04, in any the event incur any that an item of Indebtedness that purports meets the criteria of more than one of the categories of Permitted Indebtedness described in the definition of Permitted Indebtedness, or is entitled to be by incurred pursuant to the first paragraph of this Section 4.04, the Company, in its terms sole discretion, will be permitted to classify such item of Indebtedness on the date of its incurrence in any manner that complies with this Section 4.04, or later divide, classify or reclassify all or a portion of such item of Indebtedness in any manner that complies with this Section 4.04 and such item of Indebtedness (or portion thereof, as applicable) will be treated as having been incurred pursuant to only such clause or clauses or the first paragraph of this Section 4.04. Indebtedness under the Credit Agreement outstanding on the date on which the Securities are first issued and authenticated under this Indenture will initially be deemed to have been incurred on such date in reliance on the exception provided by the terms of any agreement governing such Indebtednessclause (2) subordinated to any other Indebtedness of the Company unless such Indebtedness is also by its terms (or by definition of Permitted Indebtedness. Neither the terms of Issuer nor any agreement governing such Indebtedness) subordinated to the Notes to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of the Company. No Subsidiary Guarantor will, directly or indirectly, in any event incur any Indebtedness that purports to be that, by its terms (or by the terms of any agreement governing such Indebtedness) , is both subordinated pursuant to its terms in right of payment to any other Indebtedness of the Issuer or such Subsidiary Guarantor unless such Indebtedness is also by its terms (or by Guarantor, as the terms case may be, and senior in right of any agreement governing such Indebtedness) subordinated payment to the Note Guarantee of such Subsidiary Guarantor to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of such Subsidiary Guarantor. Notwithstanding any other provision in this Section 4.08, the maximum amount of Indebtedness that the Company Securities or any Restricted Subsidiary such Guarantor’s Guarantee, as the case may incur pursuant to this Section 4.08 shall not be deemed to be exceeded as a result of fluctuations in the exchange rates of currencies. For purposes of determining compliance with this Section 4.08:be.

Limitation on Incurrence of Additional Indebtedness. The Company Except as may be consented in writing by not less than 50% in aggregate principal amount of the Securities at the time outstanding; (a) TWG INTERNATIONAL. Except as set forth below, TWG International will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, incur Incur any Indebtedness other than Permitted (including Acquired Indebtedness); provided, however, that if TWG International may Incur Indebtedness if, (i) no Default has of this Indenture or Event of Default shall have occurred and is be continuing at the time of of, or would occur as after giving effect on a consequence PRO FORMA basis to, such Incurrence of Indebtedness; (ii) on the incurrence date of any such IndebtednessIncurrence (the "Incurrence Date"), the Company or any Subsidiary Guarantor may incur Indebtedness (including Acquired Indebtedness), and Restricted Subsidiaries which are not Guarantors may incur Acquired Indebtedness, in each case ifConsolidated Coverage Ratio of TWG International for the Reference Period immediately preceding the Incurrence Date, after giving effect on a PRO FORMA basis to such incurrence of such Indebtedness and, to the incurrence extent set forth in the definition of Consolidated Coverage Ratio, the use of proceeds thereof, would be at least 2.30 to 1; and (iii) such Indebtedness has an Average Life to Stated Maturity that exceeds the Consolidated Fixed Charge Coverage Ratio remaining Average Life to Stated Maturity of the Company is at least 2.0 to 1.0 (Securities and has a Stated Maturity for its final scheduled principal payment later than the “Coverage Ratio Exception”). The Company will not, directly or indirectly, in any event incur any Indebtedness that purports to be by its terms (or by Stated Maturity for the terms of any agreement governing such Indebtedness) subordinated to any other Indebtedness final scheduled principal payment of the Company unless such Indebtedness is also by its terms Securities; (or by the terms of any agreement governing such Indebtednessiv) subordinated to the Notes to the same extent and in the same manner as such Indebtedness is subordinated in right of payment to such other Indebtedness the prior payment in full of the Company. No Subsidiary Guarantor will, directly or indirectly, Securities pursuant to a subordination agreement in any event incur any Indebtedness that purports form and substance satisfactory to be by its terms the holders of a majority of the aggregate outstanding principal amount of the Securities; and (or by the terms of any agreement governing such Indebtednessv) subordinated to any other Indebtedness of such Subsidiary Guarantor unless such Indebtedness is also by its terms (or not secured by the terms of any agreement governing such Indebtedness) subordinated Collateral granted to the Note Guarantee holders of such Subsidiary Guarantor to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of such Subsidiary GuarantorSecurities. Notwithstanding any other provision in this Section 4.08, the maximum amount of Indebtedness that the Company or any Restricted Subsidiary may incur pursuant to this Section 4.08 shall not be deemed to be exceeded as a result of fluctuations in the exchange rates of currencies. For purposes of determining compliance with this Section 4.08foregoing:

Limitation on Incurrence of Additional Indebtedness. The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, incur (as defined) any Indebtedness other than Permitted (including Acquired Indebtedness); provided, however, PROVIDED that if no Default has or Event of Default shall have occurred and is be continuing at the time of or would occur as a consequence of the incurrence of any such Indebtedness, the Company or any Subsidiary Guarantor and its Subsidiaries may incur Indebtedness Indebt- edness (including Acquired Indebtedness), and Restricted Subsidiaries which are not Guarantors may incur Acquired Indebtedness, in each case if, ) if after giving effect to the incurrence of such Indebtedness and the receipt and application of the proceeds thereof, the Company's Consolidated Fixed Charge Coverage Leverage Ratio is less than 7.0 to 1. The accretion of original issue discount and accrual of interest on the Securities and the Subsidiary Senior Discount Notes shall not be deemed an incurrence of Indebtedness for purposes of this covenant. Notwithstanding the foregoing, the Company and its Subsidiaries may incur Permitted Indebtedness; PROVIDED that the Company will not incur any Permitted Indebtedness that ranks junior in right of payment to the Notes that has a maturity or mandatory sinking fund payment prior to the maturity of the Company is at least 2.0 to 1.0 (the “Coverage Ratio Exception”)Securities. The Company Issuers will not, directly or indirectly, in any event not incur any Indebtedness that purports to be which by its terms (or by the terms of any agreement governing such Indebtedness) is subordinated in right of payment to any other Indebtedness of the Company Issuers unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) subordinated made expressly subordinate in right of payment to the Notes Securities pursuant to subordination provisions that are substantively identical to the same extent and in the same manner as subordination provisions of such Indebtedness is subordinated (or such agreement) that are most favorable to such the holders of any other Indebtedness of the Company. No Subsidiary Guarantor will, directly or indirectly, in any event incur any Indebtedness that purports to be by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to any other Indebtedness of such Subsidiary Guarantor unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to the Note Guarantee of such Subsidiary Guarantor to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of such Subsidiary Guarantor. Notwithstanding any other provision in this Section 4.08, the maximum amount of Indebtedness that the Company or any Restricted Subsidiary may incur pursuant to this Section 4.08 shall not be deemed to be exceeded as a result of fluctuations in the exchange rates of currencies. For purposes of determining compliance with this Section 4.08:Issuers.

Limitation on Incurrence of Additional Indebtedness. The Company will shall not, and will shall not permit any of its Restricted Subsidiaries to, directly or indirectly, incur create, incur, assume, guarantee, acquire, become liable, contingently or otherwise, with respect to, or otherwise become responsible for payment of (collectively, "incur") any Indebtedness (other than Permitted Indebtedness); providedPROVIDED, howeverHOWEVER, that if no Default has or Event of Default shall have occurred and is be continuing at the time of or would occur as a consequence of the incurrence of any such Indebtedness, the Company or any Subsidiary Guarantor of its Guarantors may incur in- cur Indebtedness (including including, without limitation, Acquired Indebtedness), and Restricted Subsidiaries which are not Guarantors may incur Acquired ) if on the date of the incurrence of such Indebtedness, in each case if, after giving effect to the incurrence thereof, the Consolidated Fixed Charge Coverage Ratio of the Company is at least greater than 2.0 to 1.0 (the “Coverage Ratio Exception”)1.0. The Company will shall not, directly or indirectlyand shall not permit any Guarantor to, in any event incur any Indebtedness that purports to be which by its terms (or by the terms of any agreement governing such Indebtedness) is subordinated in right of payment to any other Indebtedness of the Company or such Guarantor, as the case may be, unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) subordinated made expressly subordinate in right of payment to the Notes or the Guarantee of such Guarantor, as the case may be, pursuant to subordination provisions that are substantively identical to the same extent and in the same manner as subordination provisions of such Indebtedness is subordinated (or such agreement) that are most favorable to such the holders of any other Indebtedness of the Company. No Subsidiary Guarantor will, directly or indirectly, in any event incur any Indebtedness that purports to be by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to any other Indebtedness of such Subsidiary Guarantor unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to the Note Guarantee of such Subsidiary Guarantor to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of such Subsidiary Guarantor. Notwithstanding any other provision in this Section 4.08, the maximum amount of Indebtedness that the Company or any Restricted Subsidiary such Guarantor, as the case may incur pursuant to this Section 4.08 shall not be deemed to be exceeded as a result of fluctuations in the exchange rates of currencies. For purposes of determining compliance with this Section 4.08:be.

Limitation on Incurrence of Additional Indebtedness. The Company will shall not, and will shall not permit any of its Restricted Subsidiaries to, directly or indirectly, incur create, incur, assume, guarantee, acquire, become liable, contingently or otherwise, with respect to, or otherwise become responsible for payment of (collectively, “incur”) any Indebtedness (other than Permitted Indebtedness); provided, however, that if no Default has or Event of Default shall have occurred and is be continuing at the time of or would occur as a consequence of the incurrence of any such Indebtedness, the Company or any Subsidiary Guarantor and the Guarantors may incur Indebtedness (including including, without limitation, Acquired Indebtedness)) and any Restricted Subsidiary of the Company that is not or will not, and Restricted Subsidiaries which are not Guarantors upon such incurrence, become a Guarantor may incur Acquired Indebtedness, in each case ifif on the date of the incurrence of such Indebtedness, after giving effect to the incurrence thereof, the Consolidated Fixed Charge Coverage Ratio of the Company is at least 2.0 greater than 2.25 to 1.0 (the “Coverage Ratio Exception”)1.0. The Company will not, and will not permit any Guarantor to, directly or indirectly, in any event incur any Indebtedness that purports to be which by its terms (or by the terms of any agreement governing such Indebtedness) is expressly subordinated in right of payment to any other Indebtedness of the Company or such Guarantor, as the case may be, unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) subordinated made expressly subordinate to the Notes or the applicable Guarantee, as the case may be, to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of the CompanyCompany or such Guarantor, as the case may be. No Subsidiary Guarantor willFor purposes of the foregoing, directly or indirectly, in any event incur any no Indebtedness that purports will be deemed to be by its terms (or by the terms subordinated in right of any agreement governing such Indebtedness) subordinated payment to any other Indebtedness of such Subsidiary Guarantor unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to the Note Guarantee of such Subsidiary Guarantor to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of such Subsidiary Guarantor. Notwithstanding any other provision in this Section 4.08, the maximum amount of Indebtedness that the Company or any Restricted Subsidiary may incur pursuant to this Section 4.08 shall not be deemed to be exceeded as a result Guarantor solely by virtue of fluctuations such Indebtedness being unsecured or by virtue of the fact that the holders of such Indebtedness have entered into one or more intercreditor agreements giving one or more of such holders priority over the other holders in the exchange rates of currencies. For purposes of determining compliance with this Section 4.08:collateral held by them.

Limitation on Incurrence of Additional Indebtedness. The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, incur create, incur, assume, guarantee, acquire, become liable, contingently or otherwise, with respect to, or otherwise become responsible for payment of (collectively, "incur") any Indebtedness ----- (other than Permitted Indebtedness); provided, however, that if no Default has or Event -------- ------- of Default shall have occurred and is be continuing at the time of or would occur as a consequence of the incurrence of any such Indebtedness, the Company or any Subsidiary Guarantor of its Restricted Subsidiaries may incur Indebtedness (including including, without limitation, Acquired Indebtedness), ) and Restricted Subsidiaries which are not Guarantors subsidiaries of the Company may incur Acquired Indebtedness, in each case ifif on the date of the incurrence of such Indebtedness, after giving effect to the incurrence thereof, the Consolidated Fixed Charge Coverage Ratio ratio of the Company is at least 2.0 to 1.0 (the “Coverage Ratio Exception”). The Company will not, directly or indirectly, in any event incur any Indebtedness that purports to be by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to any other total Indebtedness of the Company unless such and its Restricted Subsidiaries (excluding any Indebtedness owed to a Restricted Subsidiary by any other Restricted Subsidiary or the Company and any Indebtedness owed to the Company by any Restricted Subsidiary) to the Company's Consolidated EBITDA (determined on a pro forma basis for the last four fiscal quarters of the Company for which financial statements are available at the date of determination) is also by its terms (less than 6.0 to 1; provided, however, that if the Indebtedness which is the subject of a -------- ------- determination under this provision is Acquired Indebtedness, or by Indebtedness incurred in connection with the terms simultaneous acquisition of any agreement governing Person, business, property or assets, then such Indebtednessratio shall be determined by giving effect to (on a pro forma basis, as if the transaction had occurred at the beginning of the four-quarter period) subordinated to both the Notes to the same extent and in the same manner as incurrence or assumption of such Acquired Indebtedness is subordinated to or such other Indebtedness by the Issuers and the inclusion in the Company's Consolidated EBITDA of the Company. No Subsidiary Guarantor willConsolidated EBITDA of the acquired Person, directly business, property or indirectly, assets and any pro forma expense and cost reductions calculated on a basis consistent with Regulation S-X under the Securities Act as in any event incur any Indebtedness that purports to be by its terms (or by effect and as applied as of the terms of any agreement governing such Indebtedness) subordinated to any other Indebtedness of such Subsidiary Guarantor unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to the Note Guarantee of such Subsidiary Guarantor to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of such Subsidiary Guarantor. Notwithstanding any other provision in this Section 4.08, the maximum amount of Indebtedness that the Company or any Restricted Subsidiary may incur pursuant to this Section 4.08 shall not be deemed to be exceeded as a result of fluctuations in the exchange rates of currencies. For purposes of determining compliance with this Section 4.08:date hereof.

Limitation on Incurrence of Additional Indebtedness. The Company will not, and will not permit any of its the Restricted Subsidiaries to, directly or indirectly, incur create, incur, issue, assume, guarantee, acquire, become liable, contingently or otherwise, with respect to, or otherwise become responsible for payment of (collectively, “incur”) any Indebtedness (other than Permitted Indebtedness); provided, however, that if no Default has or Event of Default shall have occurred and is be continuing at the time of or would occur as a consequence of the incurrence of any such Indebtedness, Indebtedness the Company or and any Restricted Subsidiary Guarantor may incur Indebtedness (including including, without limitation, Acquired Indebtedness), and Restricted Subsidiaries which are not Guarantors may incur Acquired ) if on the date of the incurrence of such Indebtedness, in each case if, after giving effect to the incurrence thereof, the Consolidated Fixed Charge Coverage Ratio of the Company is at least would be greater than 2.0 to 1.0 (1.0. No Indebtedness incurred pursuant to the “Consolidated Fixed Charge Coverage Ratio Exceptiontest of the preceding paragraph (including, without limitation, Indebtedness under the Credit Agreement) shall reduce the amount of Indebtedness which may be incurred pursuant to any clause of the definition of Permitted Indebtedness (including, without limitation, Indebtedness under the Credit Agreement pursuant to clause (2) of the definition of “Permitted Indebtedness”). The Company and the Guarantors will not, directly not incur or indirectly, in any event incur suffer to exist any Indebtedness that purports to be by its terms (or by the terms is subordinated in right of any agreement governing such Indebtedness) subordinated payment to any other Indebtedness of the Company or the Guarantors unless such Indebtedness is also by its terms (or by the terms at least equally subordinated in right of any agreement governing such Indebtedness) subordinated payment to the Notes to and any Subsidiary Guarantee. For the same extent and in the same manner as such Indebtedness is subordinated to such other avoidance of doubt, no Indebtedness of the Company. No Subsidiary Company or any Guarantor will, directly or indirectly, in any event incur any Indebtedness that purports will be deemed to be by its terms (or by the terms contractually subordinated in right of any agreement governing such Indebtedness) subordinated payment to any other Indebtedness of the Company or any Guarantor solely by virtue of being unsecured. The accrual of interest, the accretion or amortization of original issue discount, the payment of interest on any Indebtedness in the form of additional Indebtedness with the same terms, and the payment of dividends on Disqualified Capital Stock or Preferred Stock in the form of additional shares of the same class of Disqualified Capital Stock or Preferred Stock will not be deemed to be an incurrence of Indebtedness or an issuance of Disqualified Capital Stock or Preferred Stock for purposes of this Section 4.03; provided, in each such Subsidiary Guarantor unless case, that the amount thereof is included in Consolidated Fixed Charges of the Company as accrued. For purposes of determining compliance with any U.S. dollar-denominated restriction on the incurrence of Indebtedness, the U.S. dollar equivalent principal amount of Indebtedness denominated in a foreign currency shall be calculated based on the relevant currency exchange rate in effect on the date such Indebtedness was incurred, in the case of term Indebtedness, or first committed, in the case of revolving credit Indebtedness; provided that if such Indebtedness is also by its terms (or by incurred to refinance other Indebtedness denominated in a foreign currency, and such refinancing would cause the terms of any agreement governing such Indebtedness) subordinated applicable U.S. dollar-denominated restriction to be exceeded if calculated at the Note Guarantee relevant currency exchange rate in effect on the date of such Subsidiary Guarantor refinancing, such U.S. dollar-denominated restriction shall be deemed not to have been exceeded so long as the same extent and in principal amount of such Refinancing Indebtedness does not exceed the same manner as principal amount of such Indebtedness is subordinated to such other being refinanced (plus all accrued interest on the Indebtedness being refinanced and the amount of such Subsidiary Guarantorall expenses and premiums incurred in connection therewith). Notwithstanding any other provision in of this Section 4.084.03, the maximum amount of Indebtedness that the Company or any Restricted Subsidiary may incur be incurred pursuant to this Section 4.08 4.03 shall not be deemed to be exceeded solely as a result of fluctuations in the exchange rates rate of currencies. For purposes of determining compliance with this Section 4.08:.

Limitation on Incurrence of Additional Indebtedness. The Company will not, and will not permit any of its the Restricted Subsidiaries to, directly or indirectly, incur create, incur, assume, guarantee, acquire, become liable, contingently or otherwise, with respect to, or otherwise become responsible for payment of (collectively, "incur") any Indebtedness (other than Permitted Indebtedness); providedPROVIDED, howeverHOWEVER, that if no Default has or Event of Default shall have occurred and is be continuing at the time of or would occur as a consequence of the incurrence of any such Indebtedness, the Company or any Subsidiary Guarantor may incur Indebtedness (including including, without limitation, Acquired Indebtedness), ) and the Restricted Subsidiaries which that are not Guarantors may incur Acquired Indebtedness, in each case ifif on the date of the incurrence of such Indebtedness, after giving effect to the incurrence thereof, the Consolidated Fixed Charge Coverage Ratio of the Company is at least greater than 2.0 to 1.0 (the “Coverage Ratio Exception”). The Company will notif such date of incurrence is on or prior to March 15, directly or indirectly, in any event incur any Indebtedness that purports 2002 and 2.25 to be by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to any other Indebtedness of the Company unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to the Notes to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of the Company. No Subsidiary Guarantor will, directly or indirectly, in any event incur any Indebtedness that purports to be by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to any other Indebtedness of such Subsidiary Guarantor unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to the Note Guarantee of such Subsidiary Guarantor to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of such Subsidiary Guarantor. Notwithstanding any other provision in this Section 4.08, the maximum amount of Indebtedness that the Company or any Restricted Subsidiary may incur pursuant to this Section 4.08 shall not be deemed to be exceeded as a result of fluctuations in the exchange rates of currencies1 thereafter. For purposes of determining compliance with this Section 4.08:4.3, in the event that an item of Indebtedness meets the criteria of more than one of the categories of Permitted Indebtedness or is entitled to be incurred pursuant to the prior sentence, the Company will, in its sole discretion, classify such item of Indebtedness in any manner that complies with this Section 4.3 and such item of Indebtedness will be treated as having been incurred pursuant to only one of such categories of Permitted Indebtedness (or divided and classified in more than one of such categories of Permitted Indebtedness) or pursuant to the prior sentence. Accrual of interest, the accretion of accreted value and the payment of interest in the form of additional Indebtedness will not be deemed to be an incurrence of Indebtedness for purposes of this Section 4.3.

Limitation on Incurrence of Additional Indebtedness. The Company Holdings, Intermediate Holdings and the Issuers will not, and will not permit any of its their Restricted Subsidiaries to, directly or indirectly, incur create, incur, assume, guarantee, acquire, become liable, contingently or otherwise, with respect to, or otherwise become responsible for payment of (collectively, "incur") any Indebtedness (other than Permitted Indebtedness); provided, however, that if no Default has or Event of Default shall have occurred and is be continuing at the time of or would occur as a consequence of the incurrence of any such Indebtedness, Holdings, Intermediate Holdings or the Company Issuers or any Restricted Subsidiary of Holdings that is or, upon such incurrence, becomes a Guarantor may incur Indebtedness (including including, without limitation, Acquired Indebtedness)) and any Restricted Subsidiary of Holdings, and Restricted Subsidiaries which are Intermediate Holdings or the Issuers that is not Guarantors or will not, upon such incurrence, become a Guarantor may incur Acquired Indebtedness, in each case ifcase, if on the date of the incurrence of such Indebtedness, after giving effect to the incurrence thereof, the Consolidated Fixed Charge Coverage Ratio of the Company is Holdings would have been at least 2.0 to 1.0 (the “Coverage Ratio Exception”). The Company will not, directly or indirectly, in any event incur any Indebtedness that purports to be by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to any other Indebtedness of the Company unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to the Notes to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of the Company. No Subsidiary Guarantor will, directly or indirectly, in any event incur any Indebtedness that purports to be by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to any other Indebtedness of such Subsidiary Guarantor unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to the Note Guarantee of such Subsidiary Guarantor to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of such Subsidiary Guarantor. Notwithstanding any other provision in this Section 4.08, the maximum amount of Indebtedness that the Company or any Restricted Subsidiary may incur pursuant to this Section 4.08 shall not be deemed to be exceeded as a result of fluctuations in the exchange rates of currencies1.0. For purposes of determining compliance with with, and the outstanding principal amount of any particular Indebtedness incurred pursuant to and in compliance with, this Section 4.08covenant:

Limitation on Incurrence of Additional Indebtedness. (a) The Company will shall not, and will shall not permit any of its Restricted Subsidiaries Subsidiary or Permitted Joint Venture to, directly or indirectly, create, incur, assume, guarantee, acquire or become liable, contingently or otherwise, for (collectively "incur") any Indebtedness other than Permitted Indebtedness (it being expressly understood that no Restricted Subsidiary may incur (pursuant to a guarantee or assumption thereof) any Permitted Indebtedness which has been incurred by the Company) or issue any Disqualified Capital Stock. Notwithstanding the foregoing limitations, the Company, its Restricted Subsidiaries and any Permitted Joint Ventures may incur additional Indebtedness (including, without limitation, Acquired Indebtedness) or issue Disqualified Capital Stock from and after the date as of which the aggregate amount of cash raised by the Company and/or the Restricted Subsidiaries in one or more Qualified Transactions equals or exceeds $25 million, if after giving PRO FORMA effect to the incurrence of such Indebtedness or the issuance of such Disqualified Capital Stock, the Company Additional Debt Ratio would not exceed 2.00 to 1, PROVIDED, HOWEVER, that in no event may the aggregate principal amount of such additional Indebtedness that is permitted under this clause (a) (i) exceed $150,000,000 less the aggregate principal amount of additional Indebtedness that is outstanding from time to time under clause (b), and (ii) that is incurred by Restricted Subsidiaries and/or is secured by Liens pursuant to clauses (d), (f) and (s) of the definition of "Permitted Liens", exceed $75,000,000. (b) The Company shall not permit any Permitted Joint Venture to incur any Indebtedness other than Permitted Indebtedness; provided, however, Indebtedness (it being expressly understood that if no Default Permitted Joint Venture may incur (pursuant to a guaranty or assumption thereof) any Permitted Indebtedness which has occurred and is continuing at the time of or would occur as a consequence of the incurrence of any such Indebtedness, been incurred by the Company or a Restricted Subsidiary) or issue any Subsidiary Guarantor Disqualified Capital Stock. Notwithstanding the foregoing limitations, a Permitted Joint Venture may incur additional Indebtedness (including including, without limitation, Acquired Indebtedness)) or issue Disqualified Capital Stock from and after the date as of which the aggregate amount of cash raised by such Permitted Joint Venture in one or more Qualified Transactions equals or exceeds $25,000,000, and Restricted Subsidiaries which are not Guarantors may incur Acquired Indebtedness, in each case if, if after giving PRO FORMA effect to the incurrence thereofof such Indebtedness or the issuance of such Disqualified Capital Stock, the Consolidated Fixed Charge Coverage Permitted Joint Venture Additional Debt Ratio would not exceed 2.00 to 1, PROVIDED, HOWEVER, that in no event may the aggregate principal amount of the Company is at least 2.0 to 1.0 (the “Coverage Ratio Exception”). The Company will not, directly or indirectly, in any event incur any such additional Indebtedness that purports to be by its terms is permitted under this clause (or by b) exceed $150,000,000 less the terms aggregate principal amount of any agreement governing such Indebtedness) subordinated to any other Indebtedness of the Company unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to the Notes to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of the Company. No Subsidiary Guarantor will, directly or indirectly, in any event incur any additional Indebtedness that purports may be outstanding from time to be by its terms time under clause (or by the terms of any agreement governing such Indebtedness) subordinated to any other Indebtedness of such Subsidiary Guarantor unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to the Note Guarantee of such Subsidiary Guarantor to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of such Subsidiary Guarantor. Notwithstanding any other provision in this Section 4.08, the maximum amount of Indebtedness that the Company or any Restricted Subsidiary may incur pursuant to this Section 4.08 shall not be deemed to be exceeded as a result of fluctuations in the exchange rates of currencies. For purposes of determining compliance with this Section 4.08:a).

Limitation on Incurrence of Additional Indebtedness. The Company will not, and will not permit any of its Restricted the Subsidiaries to, directly or indirectly, incur to issue, incur, assume, guarantee, become liable, contingently or otherwise, with respect to or otherwise become responsible for the payment of (collectively, "incur") any Indebtedness (other than Permitted Indebtedness); provided, however, that if no Default has or Event of Default with respect to the Securities shall have occurred and is be continuing at the time of or would occur as a consequence of the incurrence of any such Indebtedness, the Company and the Subsidiaries or any of them may incur Indebtedness if on the date of the incurrence, (i) both (A) the Company's Consolidated EBITDA Coverage Ratio would have been greater than 2.25 to 1.0 for the period from the Issue Date through May 31, 1998 and 2.5 to 1.0 from June 1, 1998, and thereafter, respectively, and (B) the Adjusted Consolidated Net Tangible Assets are equal to or greater than 150% of Indebtedness of the Company and the Subsidiaries, or (ii) the Adjusted Consolidated Net Tangible Assets are equal to or greater than 250% of Indebtedness of the Company and the Subsidiaries. For purposes of determining any particular amount of Indebtedness incurred under this Section 4.9, (i) guarantees of Indebtedness otherwise included in the determination of such amount shall not also be included and (ii) any Indebtedness incurred by the Company or any Subsidiary Guarantor may incur incurred for, or related to, a Person other than another Subsidiary or the Company, as applicable, shall be deemed to be in an amount equal to the greater of (i) the lesser of (A) the full amount of the Indebtedness of such other Person or (including Acquired IndebtednessB) the fair market value of the assets and properties of the Company or such Subsidiary, as to which the holder or holders of such Indebtedness are expressly limiting the obligations of the Company or such Subsidiary, the value of which assets and properties of the Company or any Subsidiary will be as determined in good faith by the Board of Directors of the Company or such Subsidiary, as applicable (which determination shall be evidenced by a Board Resolution of the applicable Person), and Restricted Subsidiaries which are not Guarantors may incur Acquired Indebtedness, in each case if, after giving effect to (ii) the incurrence thereof, the Consolidated Fixed Charge Coverage Ratio amount of the Indebtedness of such other Person as has been expressly contractually assumed or guaranteed by the Company is at least 2.0 to 1.0 (the “Coverage Ratio Exception”)or such Subsidiary. The Company will not, directly or indirectlyand will not permit any Subsidiary Guarantor to, in any event incur any Indebtedness that purports to be by its terms (or by the terms of any agreement governing such Indebtedness) is subordinated in right of payment to any other Indebtedness of the Company unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to the Notes to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of the Company. No Subsidiary Guarantor will, directly or indirectly, in any event incur any Indebtedness that purports to be by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to any other Indebtedness of such Subsidiary Guarantor unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) subordinated made expressly subordinate in right of payment to the Note Securities or the Guarantee of such Subsidiary Guarantor Guarantor, as the case may be, pursuant to subordination provisions that are substantively identical to the same extent and in the same manner as subordination provisions of such Indebtedness is subordinated (or such agreement) that are the most favorable to such the holders of any other Indebtedness of the Company or such Subsidiary Guarantor, as the case may be. Notwithstanding any other provision anything to the contrary in this Section 4.084.9, the maximum amount no Subsidiary that is not already a Subsidiary Guarantor shall incur any Indebtedness with respect to any Indebtedness of Indebtedness that the Company or any Restricted other Subsidiary may incur pursuant to this Section 4.08 shall not be deemed unless such Subsidiary, the Company and the Trustee execute and deliver a supplemental indenture evidencing such Subsidiary's Guarantee of the Securities, such Guarantee to be exceeded as a result senior unsecured obligation of fluctuations in the exchange rates of currencies. For purposes of determining compliance with this Section 4.08:such Subsidiary.

Limitation on Incurrence of Additional Indebtedness. The Company Other than Permitted Indebtedness, Abraxas will not, and will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, incur any Indebtedness other than Permitted Indebtedness; provided, however, that if no Default has or Event of Default shall have occurred and is be continuing at the time of or would occur as a consequence of the incurrence of any such Indebtedness, the Company Issuers and the Subsidiary Guarantors or any Subsidiary Guarantor of them may incur Indebtedness (including including, without limitation, Acquired Indebtedness), and Restricted Subsidiaries which are not Guarantors may incur Acquired Indebtedness, in each case ifcase, if on the date of the incurrence of such Indebtedness, after giving pro forma effect to the incurrence thereofthereof and the receipt and application of the proceeds therefrom, the both (i) Abraxas' Consolidated Fixed Charge EBITDA Coverage Ratio would have been at least equal to 2.5 to 1.0 and (ii) Abraxas' Adjusted Consolidated Net Tangible Assets are equal to or greater than 150% of the Company aggregate consolidated Indebtedness of Abraxas and its Restricted Subsidiaries. For purposes of determining any particular amount of Indebtedness under this Section 4.12, guarantees of Indebtedness otherwise included in the determination of such amount shall not also be included. Indebtedness of a Person existing at the time such Person becomes a Restricted Subsidiary (whether by merger, consolidation, acquisition of Capital Stock or otherwise) or is merged with or into Abraxas or any Restricted Subsidiary or which is secured by a Lien on an asset acquired by Abraxas or a Restricted Subsidiary (whether or not such Indebtedness is assumed by the acquiring Person) shall be deemed incurred at least 2.0 to 1.0 (the “Coverage Ratio Exception”)time the Person becomes a Restricted Subsidiary or at the time of the asset acquisition, as the case may be. The Company Issuers will not, directly or indirectlyand will not permit any Subsidiary Guarantor to, in any event incur any Indebtedness that purports to be which by its terms (or by the terms of any agreement governing such Indebtedness) is subordinated in right of payment to any other Indebtedness of the Company unless such Indebtedness is also by its terms (Issuer or by the terms of any agreement governing such Indebtedness) subordinated to the Notes to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of the Company. No Subsidiary Guarantor will, directly or indirectly, in any event incur any Indebtedness that purports to be by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to any other Indebtedness of such Subsidiary Guarantor unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) subordinated made expressly subordinate in right of payment to the Note Notes or the Guarantee of such Subsidiary Guarantor Guarantor, as the case may be, pursuant to subordination provisions that are substantively identical to the same extent and in the same manner as subordination provisions of such Indebtedness is subordinated (or such agreement) that are most favorable to such the holders of any other Indebtedness of such Issuer or such Subsidiary Guarantor. Notwithstanding any other provision in this Section 4.08, as the maximum amount of Indebtedness that the Company or any Restricted Subsidiary case may incur pursuant to this Section 4.08 shall not be deemed to be exceeded as a result of fluctuations in the exchange rates of currencies. For purposes of determining compliance with this Section 4.08:be.

Limitation on Incurrence of Additional Indebtedness. The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, incur create, incur, assume, guarantee, acquire, become liable, contingently or otherwise, with respect to, or otherwise become responsible for payment of (collectively, "incur") any Indebtedness (other than Permitted Indebtedness); provided, however, that if no Default has or Event of Default shall have occurred and is be continuing at the time of or would occur as a consequence of the incurrence of any such Indebtedness, (i) the Company or any Subsidiary Guarantor may incur Indebtedness (including Acquired if on the date of the incurrence of such Indebtedness), and Restricted Subsidiaries which are not Guarantors may incur Acquired Indebtedness, in each case if, after giving effect to the incurrence thereof, the Consolidated Fixed Charge Coverage Ratio of the Company is at least greater than or equal to 2.0 to 1.0 and (the “Coverage Ratio Exception”). The Company will not, directly or indirectly, in ii) any event incur any Indebtedness that purports to be by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to any other Indebtedness Restricted Subsidiary of the Company unless such may incur Indebtedness is also by its terms (or by if on the terms date of any agreement governing the incurrence of such Indebtedness) subordinated , after giving effect to the Notes incurrence thereof, the Consolidated Fixed Charge Coverage Ratio of the Company is greater than or equal to 2.5 to 1.0; and provided, further, that accrual of interest, the same extent accretion of accreted value and the payment of interest in the same manner as such Indebtedness is subordinated to such other Indebtedness form of the Company. No Subsidiary Guarantor will, directly or indirectly, in any event incur any Indebtedness that purports to be by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to any other Indebtedness of such Subsidiary Guarantor unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to the Note Guarantee of such Subsidiary Guarantor to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of such Subsidiary Guarantor. Notwithstanding any other provision in this Section 4.08, the maximum amount of Indebtedness that the Company or any Restricted Subsidiary may incur pursuant to this Section 4.08 additional interest shall not be deemed an incurrence of Indebtedness for purposes of this Section 4.3. For purposes of determining compliance with, and determining the outstanding principal amount of any particular Indebtedness incurred pursuant to and in compliance with, this Section 4.3, (x) any other Obligation of the obligor on such Indebtedness (or of any other Person who could have incurred such Indebtedness under this Section 4.3) arising under any guarantee, Lien or letter of credit, bankers' acceptance or other similar instrument or obligation supporting such Indebtedness shall be exceeded as a result disregarded to the extent that such Guarantee, Lien or letter of fluctuations credit, bankers' acceptance or other similar instrument or obligation secures the principal amount of such Indebtedness; (y) in the exchange rates event that Indebtedness meets the criteria of currenciesmore than one of the types of Permitted Indebtedness, the Company, in its sole discretion, shall classify such item of Indebtedness and may include the amount and type of such Indebtedness in one or more of such clauses; and (z) the amount of Indebtedness issued at a price that is less than the principal amount thereof shall be equal to the amount of the liability in respect thereof determined in accordance with GAAP. For purposes of determining compliance with this Section 4.08:any Dollar-denominated restriction on the incurrence of Indebtedness denominated in a foreign currency, the Dollar-equivalent principal amount of such Indebtedness incurred pursuant thereto shall be calculated based on the relevant currency exchange rate in effect on the date that such Indebtedness was incurred, in the case of term Indebtedness, or first committed, in the case of revolving credit Indebtedness; provided that (x) the Dollar-equivalent principal amount of any such Indebtedness outstanding on the Issue Date shall be calculated based on the relevant currency exchange rate in effect on the Issue Date, (y) if such Indebtedness is incurred to refinance other Indebtedness denominated in a foreign currency, and such refinancing would cause the applicable Dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing, such Dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such refinancing Indebtedness does not exceed the principal amount of such Indebtedness being refinanced and (z) the Dollar-equivalent principal amount of Indebtedness denominated in a foreign currency and incurred pursuant to the Credit Facility shall be calculated based on the relevant currency exchange rate in effect on the date of such incurrence. The principal amount of any Indebtedness incurred to refinance other Indebtedness, if incurred in a different currency from the Indebtedness being refinanced, shall be calculated based on the currency exchange rate applicable to the currencies in which such respective Indebtedness is denominated that is in effect on the date of such refinancing.

Limitation on Incurrence of Additional Indebtedness. The Company will not, and will not permit any of its Restricted the Subsidiaries to, to directly or indirectly, incur issue, incur, assume, guarantee, become liable, contingently or otherwise, with respect to or otherwise become responsible for the payment of (collectively, "incur") any Indebtedness (other than Permitted Indebtedness); provided, however, that if no Default has or Event of Default with respect to the Securities shall have occurred and is be continuing at the time of or would occur as a consequence of at the incurrence of any such Indebtedness, the Company or any Subsidiary Guarantor may incur Indebtedness (including Acquired Indebtedness), and Restricted Subsidiaries which are not Guarantors may incur Acquired Indebtedness, in each case if, after giving effect to the incurrence thereof, the Consolidated Fixed Charge Coverage Ratio of the Company is at least 2.0 to 1.0 (the “Coverage Ratio Exception”). The Company will not, directly or indirectly, in any event incur any Indebtedness that purports to be by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to any other Indebtedness of the Company unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to the Notes to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of the Company. No Subsidiary Guarantor will, directly or indirectly, in any event incur any Indebtedness that purports to be by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to any other Indebtedness of such Subsidiary Guarantor unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to the Note Guarantee of such Subsidiary Guarantor to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of such Subsidiary Guarantor. Notwithstanding any other provision in this Section 4.08, the maximum amount of Indebtedness that the Company or any Restricted Subsidiary may incur pursuant Indebtedness, if on the date of the incurrence, the Company's Consolidated EBITDA Coverage Ratio would have been greater than 2.0 to this Section 4.08 shall not be deemed to be exceeded as a result of fluctuations in the exchange rates of currencies1.0. For purposes of determining compliance with any particular amount of Indebtedness incurred under this Section 4.08:4.09, (i) guarantees by the Company or any of the Subsidiaries of Indebtedness of the Company or any of the Subsidiaries otherwise included in the determination of such amount shall not also be included, and (ii) any Indebtedness of the Company or any Subsidiary incurred for, or related to, a Person other than another Subsidiary or the Company, as applicable, shall be deemed to be in an amount equal to the greater of (a) the lesser of (1) the full amount of the Indebtedness of such other Person or (2) the fair market value of the assets and properties of the Company or such Subsidiary, as to which the holder or holders of such Indebtedness are expressly limiting the obligations of the Company or such Subsidiary, the value of which assets and properties of the Company or any Subsidiary will be determined in good faith by the Board of Directors of the Company or such Subsidiary, as applicable (which determination shall be evidenced by a Board Resolution of the applicable Person), and (b) the amount of the Indebtedness of such other Person as has been expressly contractually assumed or guaranteed by the Company or such Subsidiary. Notwithstanding anything to the contrary in this Section 4.09, no Subsidiary that is not already a Subsidiary Guarantor shall incur any Indebtedness with respect to any Indebtedness of the Company or any other Subsidiary unless such Subsidiary, the Company and the Trustee execute and deliver a supplemental indenture evidencing such Subsidiary Guarantor's Subsidiary Guarantee of the Securities, such Subsidiary Guarantee to be a senior unsecured obligation of such Subsidiary.

Limitation on Incurrence of Additional Indebtedness. The Company will not, and will not permit any (i) Clause (4) of its Restricted Subsidiaries to, directly or indirectly, incur any Indebtedness other than Section 4.06(b) (in which the term "Permitted Indebtedness; provided, however, that if no Default has occurred and " is continuing at the time of or would occur as a consequence defined) of the incurrence of any such Indebtedness, Indenture is amended by making the Company or any Subsidiary Guarantor may incur Indebtedness (including Acquired Indebtedness), changes in bold and Restricted Subsidiaries which are not Guarantors may incur Acquired Indebtedness, in each case if, after giving effect to underlined below: "the incurrence thereof, the Consolidated Fixed Charge Coverage Ratio of the Company is at least 2.0 to 1.0 (the “Coverage Ratio Exception”). The Company will not, directly or indirectly, in any event incur any Indebtedness that purports to be by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to any other Indebtedness of the Company unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to the Notes to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of the Company. No Subsidiary Guarantor will, directly or indirectly, in any event incur any Indebtedness that purports to be by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to any other Indebtedness of such Subsidiary Guarantor unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to the Note Guarantee of such Subsidiary Guarantor to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of such Subsidiary Guarantor. Notwithstanding any other provision in this Section 4.08, the maximum amount of Indebtedness that the Company or any Restricted Subsidiary may incur of intercompany Indebtedness between or among the Company and any Restricted Subsidiaries or between or among Restricted Subsidiaries; provided that (A) any such Indebtedness of the Company is unsecured and, other than any such Indebtedness in respect of any Company-TISP Intercompany Loan, subordinated, pursuant to a written agreement, to the Company's obligations under the Notes and this Section 4.08 shall not Indenture, and (B) (i) any disposition, pledge or transfer of any such Indebtedness to a Person (other than a (x) disposition, pledge or transfer to the Company or a Restricted Subsidiary, or (y) a disposition, pledge or transfer of any of TISP's right, title or interest in any Company-TISP Intercompany Loan in connection with the creation, enforcement or foreclosure by or on behalf of the holders of the TISP Notes of any Permitted Lien thereon that secures the obligations of TISP in respect of the TISP Notes) and (ii) any transaction pursuant to which any Restricted Subsidiary that has Indebtedness owing to the Company or another Restricted Subsidiary ceases to be a Restricted Subsidiary will, in each case, be deemed to be exceeded as a result an incurrence of fluctuations in the exchange rates of currencies. For purposes of determining compliance with such Indebtedness not permitted by this Section 4.08:clause (4);"

Limitation on Incurrence of Additional Indebtedness. The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, incur create, incur, assume, guarantee, acquire, become liable, contingently or otherwise, with respect to, or otherwise become responsible for payment of (collectively, “incur”) any Indebtedness (other than Permitted Indebtedness); provided, however, that if no Default has or Event of Default shall have occurred and is be continuing at the time of or would occur as a consequence of the incurrence of any such Indebtedness, the Company or any Subsidiary Guarantor of its Restricted Subsidiaries may incur Indebtedness (including including, without limitation, Acquired Indebtedness), and Restricted Subsidiaries which are not Guarantors may incur Acquired Indebtedness, in each case ifif on the date of the incurrence of such Indebtedness, after giving effect to the incurrence thereof, the Consolidated Fixed Charge Coverage Ratio of the Company is at least 2.0 would have been greater than 2.25 to 1.0 (if such Indebtedness is incurred on or prior to April 2, 2006 and greater than 2.50 to 1.0 if such Indebtedness is incurred thereafter. Notwithstanding the “Coverage Ratio Exception”). The preceding paragraph, the Company will not, and will not permit any Guarantor to, directly or indirectly, in any event incur any Indebtedness that purports to be by its terms (or by the terms of any agreement governing such Indebtedness) is subordinated to any other Indebtedness of the Company or of such Guarantor, as the case may be, unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) subordinated made expressly subordinate in right of payment to the Notes or the applicable Guarantee, as the case may be, to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of the CompanyCompany or such Guarantor, as the case may be. No Subsidiary Guarantor willFor purposes of the foregoing, directly or indirectly, in any event incur any no Indebtedness that purports will be deemed to be by its terms (or by the terms subordinated in right of any agreement governing such Indebtedness) subordinated payment to any other Indebtedness of such Subsidiary Guarantor unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to the Note Guarantee of such Subsidiary Guarantor to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of such Subsidiary Guarantor. Notwithstanding any other provision in this Section 4.08, the maximum amount of Indebtedness that the Company or any Restricted Subsidiary may incur pursuant to this Section 4.08 shall not be deemed to be exceeded as a result Guarantor solely by virtue of fluctuations such Indebtedness being unsecured or by virtue of the fact that the holders of such Indebtedness have entered into one or more intercreditor agreements giving one or more of such holders priority over the other holders in the exchange rates of currencies. For purposes of determining compliance with this Section 4.08:collateral held by them.

Limitation on Incurrence of Additional Indebtedness. The Company Other than Permitted Indebtedness, the Issuer will not, and will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, incur any Indebtedness. Indebtedness other than Permitted Indebtedness; providedof a Person existing at the time such Person becomes a Subsidiary (whether by merger, howeverconsolidation, that if no Default has occurred and acquisition of Capital Stock or otherwise) or is continuing merged with or into the Issuer or any Subsidiary or which is secured by a Lien on an asset acquired by the Issuer or a Subsidiary (whether or not such Indebtedness is assumed by the acquiring Person) shall be deemed incurred at the time the Person becomes a Subsidiary or at the time of or would occur the asset acquisition, as a consequence of the incurrence of any such Indebtednesscase may be. The Issuer will not, the Company or and will not permit any Subsidiary Guarantor may incur Indebtedness (including Acquired Indebtedness)to, and Restricted Subsidiaries which are not Guarantors may incur Acquired Indebtedness, in each case if, after giving effect to the incurrence thereof, the Consolidated Fixed Charge Coverage Ratio of the Company is at least 2.0 to 1.0 (the “Coverage Ratio Exception”). The Company will not, directly or indirectly, in any event incur any Indebtedness that purports to be which by its terms (or by the terms of any agreement governing such Indebtedness) is subordinated in right of payment to any other Indebtedness (other than to Indebtedness under the Senior Credit Agreement and Qualified Senior Affiliate Indebtedness) of the Company unless such Indebtedness is also by its terms (Issuer or by the terms of any agreement governing such Indebtedness) subordinated to the Notes to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of the Company. No Subsidiary Guarantor will, directly or indirectly, in any event incur any Indebtedness that purports to be by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to any other Indebtedness of such Subsidiary Guarantor unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) subordinated made expressly subordinate in right of payment to the Note Notes or the Guarantee of such Subsidiary Guarantor Guarantor, as the case may be, pursuant to subordination provisions that are substantively identical to the same extent and in the same manner as subordination provisions of such Indebtedness (or such agreement) that are most favorable to the holders of any other Indebtedness (other than to Indebtedness under the Senior Credit Agreement and Qualified Senior Affiliate Indebtedness) of the Issuer or such Subsidiary Guarantor, as the case may be. The Issuer will not, and will not permit any Subsidiary to, incur or suffer to exist Indebtedness that is subordinated senior in right of payment to such the Notes or any Guarantee, as the case may be, and expressly contractually subordinate in right of payment to any other Indebtedness of the Issuer or such Subsidiary GuarantorSubsidiary, as the case may be. Notwithstanding any other provision in this Section 4.08the foregoing, the maximum amount provisions of this paragraph do not prohibit tranches of Indebtedness that under the Company or any Restricted Subsidiary may incur pursuant Senior Credit Agreement being subordinated to this Section 4.08 shall not be deemed to be exceeded as a result other tranches of fluctuations in Indebtedness under the exchange rates of currencies. For purposes of determining compliance with this Section 4.08:Senior Credit Agreement.

Limitation on Incurrence of Additional Indebtedness. (a) The Company will shall not, and will shall not permit any of its Restricted Subsidiaries Subsidiary to, create, issue, incur, assume, guarantee or in any manner become directly or indirectlyindirectly liable with respect to or other- wise become responsible for, incur contingently or otherwise, the payment of (individually and collectively, to “incur” or, as appropriate, an “incurrence”), any Indebtedness (other than Permitted Indebtedness); provided, however, that pro- vided if no Default has or Event of Default shall have occurred and is be continuing at the time of or would occur as a consequence of the incurrence of any such Indebtedness, the Company or any Subsidiary Guarantor may incur Indebtedness Indebted- ness (including including, without limitation, Acquired Indebtedness), and Restricted Subsidiaries which are not Guarantors may incur Acquired if on the date of the incurrence of such Indebtedness, in each case if, after giving effect to the incurrence and the application of the proceeds thereof, on a pro for- ma basis, the Consolidated Fixed Charge Coverage Leverage Ratio of the Company is at least 2.0 and its Restricted Subsidiaries would be less than 3.5 to 1.0 (1.0. In addition, unless after giving effect to any such incurrence and the “Coverage application of the proceeds thereof, on a pro forma basis, the Senior Secured Leverage Ratio Exception”). The Company will notwould be equal to or less than 2.5 to 1.0, directly or indirectly, in any event incur any Indebtedness that purports incurred pursuant to the foregoing paragraph of this Section 4.06(a) shall be by its terms incurred only (or i) by the terms of Company without any agreement governing such Indebtednessguarantee from any Guarantor, (ii) subordinated to any other Indebtedness of by the Company unless such Indebtedness is also with a subordinated guarantee from any Guarantor or (iii) on a subordinated basis by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to the Notes to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of the CompanyGuarantor. No Subsidiary Guarantor willIn addition, directly or indirectly, in any event incur any Indebtedness that purports to be incurred by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to any other Indebtedness of such Subsidiary Guarantor unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to the Note Guarantee of such Subsidiary Guarantor to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of such Subsidiary Guarantor. Notwithstanding any other provision in this Section 4.08, the maximum amount of Indebtedness that the Company or any Restricted Subsidiary may incur Guarantor pursuant to the foregoing paragraph of this Section 4.08 4.06(a) shall not be deemed subordinated in right of payment to be exceeded as a result the Obligations of fluctuations in the exchange rates Company with respect to the Notes or the Obligations of currencies. For purposes of determining compliance such Guarantor with this Section 4.08:respect to such Note Guarantee.

Limitation on Incurrence of Additional Indebtedness. The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, incur create, incur, assume, guarantee, acquire, or become liable, contingently or otherwise, with respect to (collectively, "incur") any Indebtedness (other than Permitted Indebtedness); providedPROVIDED, howeverHOWEVER, that if no Default has or Event of Default shall have occurred and is be continuing at the time of or would occur as a consequence of the incurrence of any such Indebtedness, the Company or any and the Subsidiary Guarantor Guarantors may incur Indebtedness (including including, without limitation, Acquired Indebtedness), and Restricted Subsidiaries which are not Guarantors may incur Acquired ) if on the date of the incurrence of such Indebtedness, in each case if, after giving effect to the incurrence thereof, the Consolidated Fixed Charge Coverage Ratio of the Company is at least greater than 2.0 to 1.0 (1.0. For the “Coverage Ratio Exception”)purposes of determining compliance with this Section 4.12, in the event that an item of Indebtedness meets the criteria of more than one of the categories of Permitted Indebtedness or is otherwise entitled to be incurred pursuant to this Section 4.12, the Company shall, in its sole discretion, classify such item of Indebtedness in any manner that complies with this Section 4.12 and such items of indebtedness will be treated as having been incurred pursuant to only one of such clauses or pursuant to the first paragraph hereof. Accrual of interest and the accretion of accreted value will not be deemed to be an incurrence of Indebtedness for purposes of this Section 4.12. The Company will not, directly or indirectly, in any event not incur any Indebtedness that purports to be which by its terms (or by the terms of any agreement governing such Indebtedness) is subordinated in right of payment to any other Indebtedness of the Company unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) subordinated made expressly subordinate in right of payment to the Notes pursuant to subordination provisions that are sub- stantively identical to the same extent and in the same manner as subordination provisions of such Indebtedness is subordinated (or such agreement) that are most favorable to such the holders of any other Indebtedness of the Company. No Subsidiary Guarantor will, directly or indirectly, in any event incur any Indebtedness that purports to be by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to any other Indebtedness of such Subsidiary Guarantor unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to the Note Guarantee of such Subsidiary Guarantor to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of such Subsidiary Guarantor. Notwithstanding any other provision in this Section 4.08, the maximum amount of Indebtedness that the Company or any Restricted Subsidiary may incur pursuant to this Section 4.08 shall not be deemed to be exceeded as a result of fluctuations in the exchange rates of currencies. For purposes of determining compliance with this Section 4.08:.

Limitation on Incurrence of Additional Indebtedness. The Other than Permitted Indebtedness, the Company will not, and will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, incur create, incur, assume, guarantee, acquire, become liable, contingently or otherwise, with respect to, or otherwise become responsible for payment of (collectively, "incur") any Indebtedness other than Permitted (including, without limitation, Acquired Indebtedness); provided, however, that if no Default has or Event of Default shall have occurred and is be continuing at the time of or would occur as a consequence of the incurrence of any such Indebtedness, the Company and the Restricted Subsidiaries or any Subsidiary Guarantor of them may incur Indebtedness (including Acquired Indebtedness), and Restricted Subsidiaries which are not Guarantors may incur Acquired Indebtedness, in each case ifcase, if on the date of the incurrence of such Indebtedness, after giving pro forma effect to the incurrence thereofthereof and the receipt and application of the proceeds therefrom, both (a) the Company's Consolidated Fixed Charge EBITDA Coverage Ratio would have been greater than 2.25 to 1.0 if such proposed incurrence is on or prior to June 30, 1998 and at least equal to 2.5 to 1.0 if such proposed incurrence is thereafter and (b) the Company's Adjusted Consolidated Net Tangible Assets are equal to or greater than 150% of the aggregate consolidated Indebtedness of the Company and its Restricted Subsidiaries. For purposes of determining any particular amount of Indebtedness under this Section 4.12, guarantees of Indebtedness otherwise included in the determination of such amount shall not also be included. Indebtedness of a Person existing at the time such Person becomes a Restricted Subsidiary (whether by merger, consolidation, acquisition of Capital Stock or otherwise) or is merged with or into the Company or any Restricted Subsidiary or which is secured by a Lien on an asset acquired by the Company or a Restricted Subsidiary (whether or not such Indebtedness is assumed by the acquiring Person) shall be deemed incurred at least 2.0 to 1.0 (the “Coverage Ratio Exception”)time the Person becomes a Restricted Subsidiary or at the time of the asset acquisition, as the case may be. The Company will not, directly or indirectlyand will not permit any Subsidiary Guarantor to, in any event incur any Indebtedness that purports to be which by its terms (or by the terms of any agreement governing such Indebtedness) is subordinated in right of payment to any other Indebtedness of the Company or such Subsidiary Guarantor, as the case may be, other than the Notes and the Guarantees unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) subordinated made expressly subordinate in right of payment to the Notes to or the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of the Company. No Subsidiary Guarantor will, directly or indirectly, in any event incur any Indebtedness that purports to be by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to any other Indebtedness of such Subsidiary Guarantor unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to the Note Guarantee of such Subsidiary Guarantor Guarantor, as the case may be, pursuant to subordination provisions that are substantially identical to the same extent and in the same manner as subordination provisions of such Indebtedness is subordinated (or agreement) that are most favorable to the holders of such other Indebtedness of the Company or such Subsidiary Guarantor. Notwithstanding any other provision in this Section 4.08, as the maximum amount of Indebtedness that the Company or any Restricted Subsidiary case may incur pursuant to this Section 4.08 shall not be deemed to be exceeded as a result of fluctuations in the exchange rates of currencies. For purposes of determining compliance with this Section 4.08:be.

Limitation on Incurrence of Additional Indebtedness. The Company (a) Holdings will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, incur create, incur, assume, guarantee, acquire, become liable, contingently or otherwise, with respect to, or otherwise become responsible for payment of (collectively, "INCUR") any Indebtedness (other than Permitted Indebtedness); providedPROVIDED, howeverHOWEVER, that if no Default has occurred and is continuing at the time of or would occur as a consequence of the incurrence of any such IndebtednessHoldings, the Company either Issuer or any Restricted Subsidiary of Holdings that is or, upon such incurrence, becomes a Subsidiary Guarantor may incur Indebtedness (including including, without limitation, Acquired Indebtedness)) and any Restricted Subsidiary of Holdings that is not or will not, and Restricted Subsidiaries which are not Guarantors upon such incurrence, become a Subsidiary Guarantor may incur Acquired Indebtedness, in each case ifcase, if on the date of the incurrence of such Indebtedness, after giving effect to the incurrence thereof and the application of the proceeds thereof, the Consolidated Fixed Charge Coverage Ratio of the Company Holdings is at least 2.0 greater than 2.00 to 1.0 (the “Coverage Ratio Exception”). The Company will not, directly or indirectly, in any event incur any Indebtedness that purports to be by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to any other Indebtedness of the Company unless if such Indebtedness is also by its terms (incurred on or by the terms of any agreement governing such Indebtedness) subordinated prior to the Notes May 23, 2005 or 2.25 to the same extent and in the same manner as 1.0 if such Indebtedness is subordinated incurred thereafter. For purposes of determining compliance with this covenant, (i) Acquired Indebtedness shall be deemed to have been incurred by Holdings or one of its Restricted Subsidiaries, as the case may be, at the time an acquired Person becomes such other Indebtedness a Restricted Subsidiary (or is merged into Holdings or such a Restricted Subsidiary) or at the time of the Company. No Subsidiary Guarantor willacquisition of assets, directly or indirectly, in any event incur any Indebtedness that purports to as the case may be by its terms and (or by the terms of any agreement governing such Indebtednessii) subordinated to any other Indebtedness of such Subsidiary Guarantor unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to the Note Guarantee of such Subsidiary Guarantor to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of such Subsidiary Guarantor. Notwithstanding any other provision in this Section 4.08, the maximum amount of Indebtedness that the Company or any Holdings and its Restricted Subsidiary Subsidiaries may incur pursuant to this Section 4.08 covenant shall not be deemed to be exceeded as a exceeded, with respect to any outstanding Indebtedness, due solely to the result of fluctuations in the exchange rates of currencies. For purposes of determining compliance with this Section 4.08:.

Limitation on Incurrence of Additional Indebtedness. The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, incur create, incur, assume, guarantee, acquire, become liable, contingently or otherwise, with respect to, or otherwise become responsible for payment of (collectively, “incur”) any Indebtedness (other than Permitted Indebtedness; provided). Notwithstanding the foregoing, however, that if no Default has or Event of Default shall have occurred and is be continuing at the time of or would occur as a consequence of the incurrence of any such Indebtedness, the Company or any Subsidiary Guarantor and its Restricted Subsidiaries may incur Indebtedness (including including, without limitation, Acquired Indebtedness), and Restricted Subsidiaries which are ) so long as such incurrence would not Guarantors may incur Acquired Indebtedness, in each case if, after giving effect to cause the incurrence thereof, the Company’s Consolidated Fixed Charge Coverage Ratio of the Company is at least 2.0 to be less than 2.25 to 1.0 (on the “Coverage Ratio Exception”)date of such incurrence. The Company will not, and will not permit any Guarantor to, directly or indirectly, in any event incur any Indebtedness that purports to be which by its terms (or by the terms of any agreement governing such Indebtedness) is expressly subordinated in right of payment to any other Indebtedness of the Company or such Guarantor, as the case may be, unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) subordinated made expressly subordinate to the Notes or the applicable Guarantee, as the case may be, to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of the Company. No Subsidiary Guarantor will, directly or indirectly, in any event incur any Indebtedness that purports to be by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to any other Indebtedness of such Subsidiary Guarantor unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to the Note Guarantee of such Subsidiary Guarantor to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of such Subsidiary Guarantor. Notwithstanding any other provision in this Section 4.08, the maximum amount of Indebtedness that the Company or any Restricted Subsidiary may incur pursuant to this Section 4.08 shall not be deemed to be exceeded as a result of fluctuations in the exchange rates of currencies. For purposes of determining compliance with this Section 4.08:such Guarantor.

Limitation on Incurrence of Additional Indebtedness. The Company will not, and will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, incur create, incur, assume, guarantee, acquire, become liable, contingently or otherwise, with respect to, or otherwise become responsible for payment of (collectively, "incur"), any Indebtedness (including, without limitation, Acquired Indebtedness) other than Permitted Indebtedness; provided. Notwithstanding the foregoing, however, that if no Default has or Event of Default shall have occurred and is be continuing at the time of or would occur as a consequence of the incurrence of any such Indebtedness, the Company or any Subsidiary Guarantor and its Subsidiaries may incur Indebtedness (including including, without limitation, Acquired Indebtedness), and Restricted Subsidiaries which are not Guarantors may incur Acquired ) if on the date of the incurrence of such Indebtedness, in each case if, after giving effect to the incurrence thereof, the Consolidated Fixed Charge Coverage Ratio of the Company is at least 2.0 greater than 2.25 to 1.0 (from the “Coverage Ratio Exception”)Issue Date through February 29, 2000 and 2.5 to 1.0 thereafter. The No Indebtedness incurred pursuant to the next preceding sentence shall be included in calculating any limitation set forth in the definition of Permitted Indebtedness. Upon the repayment of Indebtedness which may have been incurred pursuant to more than one provision of this Indenture, the Company will not, directly or indirectlymay, in any event incur any Indebtedness that purports to be by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to any other Indebtedness of the Company unless sole discretion, designate which provision such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to the Notes to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of the Company. No Subsidiary Guarantor will, directly or indirectly, in any event incur any Indebtedness that purports to be by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to any other Indebtedness of such Subsidiary Guarantor unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to the Note Guarantee of such Subsidiary Guarantor to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of such Subsidiary Guarantor. Notwithstanding any other provision in this Section 4.08, the maximum amount of Indebtedness that the Company or any Restricted Subsidiary may incur pursuant to this Section 4.08 shall not be deemed to be exceeded as a result of fluctuations in the exchange rates of currencieshave been incurred under. For purposes of determining compliance with any particular amount of Indebtedness under this Section 4.08:4.12, guarantees of Indebtedness otherwise included in the determination of such amount shall not also be included. Indebtedness of a Person existing at the time such Person becomes a Subsidiary (whether by merger, consolidation, acquisition of Capital Stock or otherwise) or is merged with or into the Company or any Subsidiary or which is secured by a Lien on an asset acquired by the Company or a Subsidiary (whether or not such Indebtedness is assumed by the acquiring Person) shall be deemed incurred at the time the Person becomes a Subsidiary or at the time of the asset acquisition, as the case may be.

Limitation on Incurrence of Additional Indebtedness. The Company will not, and will not permit any Restricted Subsidiary of its Restricted Subsidiaries the Company to, directly or indirectly, indirectly incur any Indebtedness (including Acquired Indebtedness) other than Permitted Indebtedness. Notwithstanding the foregoing limitations, the Company and its Restricted Subsidiaries may incur Indebtedness if (a) after giving effect to the incurrence of such Indebtedness and the receipt and application of the proceeds thereof, the Company's Consolidated Fixed Charge Coverage Ratio (determined on a pro forma basis for the last four full fiscal quarters of the Company for which financial information is available at the date of determination) is at least equal to 1.75:1; but no Restricted Subsidiary may incur Indebtedness which is not --- Permitted Indebtedness unless its Xxxxxxx- dated Fixed Charge Coverage Ratio is at least equal to 2.75:1; provided, -------- however, that if the Indebtedness which is the subject of a determination under ------- this provision is Acquired Indebtedness, or Indebtedness incurred in connection with the simultaneous acquisition of any Person, business, property or assets, then such ratio shall be determined by giving effect (on a pro forma basis, as if the transaction had occurred at the beginning of the four quarter period) to both the incurrence or assumption of such Acquired Indebtedness or such other Indebtedness by the Company or such Restricted Subsidiary and the inclusion in the Company's or such Restricted Subsidiary's Consolidated EBITDA of the Consolidated EBITDA of the acquired Person, business, property or assets; and provided, further, that in the event that the Consolidated EBITDA of the -------- ------- acquired Person, business, property or assets reflects an operating loss, no amounts shall be deducted from the Company's or such Restricted Subsidiary's Consolidated EBITDA in making the determinations described above and (b) no Default has or Event of Default shall have occurred and is be continuing at the time of or would occur as a consequence of the incurrence of any such Indebtedness, the Company or any Subsidiary Guarantor may incur Indebtedness (including Acquired Indebtedness), and Restricted Subsidiaries which are not Guarantors may incur Acquired Indebtedness, in each case if, after giving effect to the incurrence thereof, the Consolidated Fixed Charge Coverage Ratio of the Company is at least 2.0 to 1.0 (the “Coverage Ratio Exception”). The Company will not, directly not (i) issue any Pari Passu Debt or indirectly, in any event (ii) incur any Indebtedness that purports to be which by its is terms (or by the terms of any agreement governing such Indebtedness) subordinated is subordinate in right of payment to any other of the Indebtedness of the Company unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) subordinated made expressly subordinate in right of payment to the Notes Securities pursuant to subordination provisions that are substantively identical to the same extent and in the same manner as subordination provisions of such Indebtedness is subordinated (or such agreement) that are most favorable to such the holders of any other Indebtedness of the Company. No Subsidiary Guarantor will, directly or indirectly, in any event incur any Indebtedness that purports to be by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to any other Indebtedness of such Subsidiary Guarantor unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to the Note Guarantee of such Subsidiary Guarantor to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of such Subsidiary Guarantor. Notwithstanding any other provision in this Section 4.08, the maximum amount of Indebtedness that the Company or any Restricted Subsidiary may incur pursuant to this Section 4.08 shall not be deemed to be exceeded as a result of fluctuations in the exchange rates of currencies. For purposes of determining compliance with this Section 4.08:

Limitation on Incurrence of Additional Indebtedness. The Company will not, and will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, incur create, incur, assume, guarantee, acquire, become liable, contingently or otherwise, with respect to, or otherwise become responsible for payment of (collectively, "incur"), any Indebtedness (including, without limitation, Acquired Indebtedness) other than Permitted Indebtedness; provided. Notwithstanding the foregoing, however, that if no Default has or Event of Default shall have occurred and is be continuing at the time of or would occur as a consequence of the incurrence of any such Indebtedness, the Company or any Subsidiary Guarantor and the Restricted Subsidiaries may incur Indebtedness (including including, without limitation, Acquired Indebtedness), and Restricted Subsidiaries which are not Guarantors may incur Acquired ) if on the date of the incurrence of such Indebtedness, in each case if, after giving effect to the incurrence thereof, the Consolidated Fixed Charge Coverage Ratio of the Company is at least 2.0 greater than 2.25 to 1.0 (1.0. No Indebtedness incurred pursuant to the “Coverage Ratio Exception”)next preceding sentence shall be included in calculating any limitation set forth in the definition of Permitted Indebtedness. The Upon the repayment of Indebtedness which may have been incurred pursuant to more than one provision of this Indenture, the Company will not, directly or indirectlymay, in any event incur any Indebtedness that purports to be by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to any other Indebtedness of the Company unless sole discretion, designate which provision such Indebtedness is also by its terms (or by the terms shall have been incurred under. For purposes of determining any agreement governing such Indebtedness) subordinated to the Notes to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of the Company. No Subsidiary Guarantor will, directly or indirectly, in any event incur any Indebtedness that purports to be by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to any other Indebtedness of such Subsidiary Guarantor unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to the Note Guarantee of such Subsidiary Guarantor to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of such Subsidiary Guarantor. Notwithstanding any other provision in this Section 4.08, the maximum particular amount of Indebtedness that under this Section 4.12, guarantees of Indebtedness otherwise included in the determination of such amount shall not also be included. 66 -58- Indebtedness of a Person existing at the time such Person becomes a Restricted Subsidiary (whether by merger, consolidation, acquisition of Capital Stock or otherwise) or is merged with or into the Company or any Restricted Subsidiary may incur pursuant to this Section 4.08 or which is secured by a Lien on an asset acquired by the Company or a Restricted Subsidiary (whether or not such Indebtedness is assumed by the acquiring Person) shall not be deemed to be exceeded incurred at the time the Person becomes a Restricted Subsidiary or at the time of the asset acquisition, as a result of fluctuations in the exchange rates of currencies. For purposes of determining compliance with this Section 4.08:case may be.

Limitation on Incurrence of Additional Indebtedness. The Except as set forth below in this Section 5.11, the Company will not, and nor will not permit any of its Restricted Subsidiaries be permitted to, directly or indirectly, incur create, issue, assume, guaranty, incur, become directly or indirectly liable with respect to (including as a result of an Acquisition), or otherwise become responsible for, contingently or otherwise (individually and collectively, to "incur" or, as appropriate, an "incurrence"), any Indebtedness other than Permitted Indebtedness; provided, however, that if no Default has occurred and is continuing at the time of or would occur as a consequence of the incurrence of any such Indebtedness, the Company or any Subsidiary Guarantor may incur Indebtedness Disqualified Capital Stock (including Acquired Indebtedness). Notwithstanding the foregoing: (a) if (i) no Default or Event of Default shall have occurred and be continuing at the time of, and Restricted Subsidiaries which are not Guarantors may incur Acquired Indebtedness, in each case if, or would occur after giving effect to on a pro forma basis to, such incurrence of Indebtedness or Disqualified Capital Stock and (ii) on the date of such incurrence thereof(the "Incurrence Date"), the Consolidated Fixed Charge Coverage Ratio of the Company is for the Reference Period immediately preceding the Incurrence Date, after giving effect on a pro forma basis to such incurrence of such Indebtedness or Disqualified Capital Stock and, to the extent set forth in the definition of Consolidated Coverage Ratio, the use of proceeds thereof, would be at least 2.0 to 1.0 1 for incurrences on or prior to November 1, 1998 and at least 2.25 to 1 for incurrences thereafter (the “Coverage Ratio Exception”"Debt Incurrence Ratio"). The Company will not, directly or indirectly, in any event incur any Indebtedness that purports to be by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to any other Indebtedness of then the Company unless may incur such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to the Notes to the same extent and Disqualified Capital Stock, provided, that except in the same manner as case of Acquired Indebtedness, such Indebtedness is subordinated to such other Indebtedness of the Company. No Subsidiary Guarantor will, directly or indirectly, in any event incur any Indebtedness that purports to be by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to any other Indebtedness of such Subsidiary Guarantor unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to the Note Guarantee of such Subsidiary Guarantor to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of such Subsidiary Guarantor. Notwithstanding any other provision in this Section 4.08, the maximum amount of Indebtedness that the Company or any Restricted Subsidiary may incur incurred pursuant to this Section 4.08 shall not be deemed clause (a) has an Average Life to be exceeded as Stated Maturity that exceeds the remaining Average Life to Stated Maturity of the Securities and has a result of fluctuations Stated Maturity for its final scheduled principal or (in the exchange rates case of currencies. For purposes Disqualified Capital Stock) redemption payment, as applicable, later than the Stated Maturity for the final scheduled principal payment of determining compliance with this Section 4.08:the Securities;