Common use of Incurrence of Indebtedness Clause in Contracts

Incurrence of Indebtedness. The Company will not create, issue, incur, assume, guarantee or otherwise in any manner become directly or indirectly liable for the payment of or otherwise suffer to exist (collectively, “incur”), any Indebtedness (including any Acquired Debt), other than Permitted Indebtedness, unless such Indebtedness is incurred by the Company and the Company’s Consolidated Fixed Charge Coverage Ratio for the four full fiscal quarters for which financial results are available immediately preceding the date of incurrence of such Indebtedness, taken as one period (and after giving pro forma effect to: (i) the incurrence of such Indebtedness and (if applicable) the application of the net proceeds therefrom, including to refinance other Indebtedness, as if such Indebtedness was incurred, and the application of such proceeds occurred, at the beginning of such four-quarter period; (ii) the incurrence, repayment or retirement of any other Indebtedness by the Company since the first day of such four-quarter period as if such Indebtedness was incurred, repaid or retired at the beginning of such four-quarter period (except that, in making such computation, the amount of Indebtedness under any revolving credit facility shall be computed based upon the average daily balance of such Indebtedness during such four-quarter period); (iii) in the case of Acquired Debt, the related acquisition; and (iv) any acquisition or disposition by the Company and its Subsidiaries of any company or any business or any assets out of the ordinary course of business, or any related repayment of Indebtedness, in each case since the first day of such four-quarter period, assuming such acquisition or disposition and any such related payments had been consummated on the first day of such four-quarter period), would be at least 2.0:1. The Company will not permit any of its Subsidiaries to incur any Indebtedness (other than Permitted Subsidiary Indebtedness).

Incurrence of Indebtedness. The Company will MXE shall not without the prior consent of Lathi create, issue, incur, assume, guarantee or otherwise in become or remain liable with respect to liabilities of any manner become directly or indirectly liable for the payment of or otherwise suffer to exist (collectively, “incur”), any Indebtedness (including any Acquired Debt), kind other than Permitted Indebtedness, unless such Indebtedness is incurred by the Company and the Company’s Consolidated Fixed Charge Coverage Ratio for the four full fiscal quarters for which financial results are available immediately preceding the date of incurrence of such . “Permitted Indebtedness, taken as one period (and after giving pro forma effect to: ” shall mean (i) Dominion Indebtedness; (ii) indebtedness to Lathi hereunder and under the Note; (iii) indebtedness secured under purchase money security interests (including mortgages, conditional sales, capital leases and other title retention or deferred purchase devices) so long as (x) the lien is limited to the property whose acquisition was funded, or refinanced, through the incurrence of such Indebtedness and (if applicable) the application of the net proceeds therefrom, including to refinance other Indebtedness, as if such Indebtedness was incurred, and the application of such proceeds occurred, at the beginning of such four-quarter periodindebtedness; (iiy) such indebtedness is limited in recourse to the incurrence, repayment applicable financed property or retirement of any other Indebtedness by the Company since the first day of such four-quarter period as if such Indebtedness was incurred, repaid or retired at the beginning of such four-quarter period (except that, in making such computation, the amount of Indebtedness under any revolving credit facility shall be computed based upon such indebtedness does not exceed the average daily balance lesser of (a) the purchase price or construction cost of said property and (b) the fair market value of said property; and (z) the indebtedness was incurred within 60 days after the initial acquisition of the applicable property; (iv) liabilities incurred in the ordinary course of business secured by carriers, warehouses, mechanics and similar liens, so long as MXE is paying on a timely and current basis all amounts due secured by such Indebtedness during such four-quarter periodliens (other than items which are the subject of a bona fide dispute and as to which appropriate reserves exist); (iiiv) liabilities represented by judgments and awards, so long as the amount of same are fully insured and the insurer has acknowledged coverage; (vi) trade payables for goods and services provided to MXE in the case of Acquired Debt, the related acquisition; and (iv) any acquisition or disposition by the Company and its Subsidiaries of any company or any business or any assets out of the ordinary course of business, which are being paid currently; (vii) liabilities incurred under operating leases and contracts in the ordinary course of MXE’s business as to which no default giving rise to acceleration or a notice of acceleration has occurred; and (viii) tax liabilities incurred and payable in the ordinary course of business, as to which all material reports, filings and returns have been timely made or filed (taking into account any related repayment of Indebtedness, in each case since the first day of such four-quarter period, assuming such acquisition or disposition extensions) and any such related payments had as to which all material taxes have been consummated on the first day of such four-quarter period), would be at least 2.0:1. The Company will not permit any of its Subsidiaries to incur any Indebtedness paid when due (other than Permitted Subsidiary Indebtednesstaxes which are the subject of a bona fide dispute and for which appropriate reserves have been established). MXE shall not consent to any amendment to the Dominion Agreement without the prior written consent of Lathi, which consent shall not be unreasonably withheld.

Incurrence of Indebtedness. The Company will not createshall not, issueand the Company shall cause each of its subsidiaries to not, incurdirectly or indirectly, incur or guarantee, assume, guarantee incur or otherwise permit to exist any (i) indebtedness for borrowed money, (ii) obligations issued, undertaken or assumed as the deferred purchase price of property or services (including, without limitation, “capital leases” in accordance with GAAP) (other than trade payables entered into in the ordinary course of business consistent with past practice), (iii) reimbursement or payment obligations with respect to letters of credit, surety bonds and other similar instruments, (iv) obligations evidenced by notes, bonds, debentures or similar instruments, including obligations so evidenced incurred in connection with the acquisition of property, assets or businesses, (v) indebtedness created or arising under any conditional sale or other title retention agreement, or incurred as financing, in either case with respect to any property or assets acquired with the proceeds of such indebtedness (even though the rights and remedies of the seller or bank under such agreement in the event of default are limited to repossession or sale of such property), (vi) monetary obligations under any leasing or similar arrangement which, in connection with GAAP, consistently applied for the periods covered thereby, is classified as a capital lease, or (vii) indebtedness referred to in clauses (i) through (vi) above secured by (or for which the holder of such indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien upon or in any manner property or assets (including accounts and contract rights) owned by any Person, even though the Person which owns such assets or property has not assumed or become directly or indirectly liable for the payment of or otherwise suffer to exist such indebtedness (collectively, “incurIndebtedness”), any Indebtedness (including any Acquired Debt), other than the following (collectively, “Permitted Indebtedness, unless such ”): (A) Indebtedness is incurred by the Company and the Company’s Consolidated Fixed Charge Coverage Ratio for the four full fiscal quarters for which financial results are available immediately preceding the date of incurrence of such Indebtedness, taken as one period (and after giving pro forma effect to: (i) the incurrence of such Indebtedness and (if applicable) the application of the net proceeds therefrom, including to refinance other Indebtedness, as if such Indebtedness was incurred, and the application of such proceeds occurred, at the beginning of such four-quarter period; (ii) the incurrence, repayment or retirement of any other Indebtedness by the Company since the first day of such four-quarter period as if such Indebtedness was incurred, repaid or retired at the beginning of such four-quarter period (except that, in making such computation, the amount of Indebtedness under any revolving credit facility shall be computed based upon the average daily balance of such Indebtedness during such four-quarter period); (iii) in the case of Acquired Debt, the related acquisition; and (iv) any acquisition or disposition by the Company and its Subsidiaries subsidiaries existing or arising under this Note and any other Buyer Transaction Document, (B) Indebtedness arising under the Mizuho Transaction Documents; (C) Indebtedness arising in connection with the endorsement of any company instruments or any other payment items for deposit, (D) Indebtedness consisting of (x) unsecured guarantees incurred in the ordinary course of business with respect to surety and appeal bonds, performance bonds, bid bonds, appeal bonds, completion guarantee and similar obligations; and (y) unsecured guarantees with respect to Indebtedness of the Company or any assets out one of its subsidiaries, to the extent that the Person that is obligated under such guaranty could have incurred such underlying Indebtedness, and (E) unsecured Indebtedness incurred in respect of netting services, overdraft protection, credit card transactions, and other like services, in each case, incurred in the ordinary course of business, or any related repayment of Indebtedness, in each case since the first day of such four-quarter period, assuming such acquisition or disposition and any such related payments had been consummated on the first day of such four-quarter period), would be at least 2.0:1. The Company will not permit any of its Subsidiaries to incur any Indebtedness (other than Permitted Subsidiary Indebtedness).

Incurrence of Indebtedness. The Company will Directly or indirectly, incur or guarantee, assume or suffer to exist any indebtedness, other than the indebtedness evidenced by the Convertible Debentures and other Permitted Indebtedness. “Permitted Indebtedness” means: (i) indebtedness evidenced by Convertible Debentures; (ii) indebtedness described on the Disclosure Schedule to the Securities Purchase Agreement; (iii) indebtedness incurred solely for the purpose of financing the acquisition or lease of any equipment by the Company, including capital lease obligations with no recourse other than to such equipment; (iv) indebtedness (A) the repayment of which has been subordinated to the payment of the Convertible Debentures on terms and conditions acceptable to the Secured Party, including with regard to interest payments and repayment of principal, (B) which does not create, issue, incur, assume, guarantee mature or otherwise require or permit redemption or repayment prior to or on the 91st day after the maturity date of any Convertible Debentures then outstanding; and (C) which is not secured by any assets of the Company; (v) indebtedness solely between the Company and/or one of its domestic subsidiaries, on the one hand, and the Company and/or one of its domestic subsidiaries, on the other which indebtedness is not secured by any assets of the Company or any of its subsidiaries, provided that (x) in each case a majority of the equity of any manner become such domestic subsidiary is directly or indirectly liable for owned by the payment of or otherwise suffer to exist (collectivelyCompany, “incur”), any Indebtedness (including any Acquired Debt), other than Permitted Indebtedness, unless such Indebtedness domestic subsidiary is incurred controlled by the Company and such domestic subsidiary has executed a security agreement in the Company’s Consolidated Fixed Charge Coverage Ratio for the four full fiscal quarters for which financial results are available immediately preceding the date form of incurrence of such Indebtedness, taken as one period (and after giving pro forma effect to: (i) the incurrence of such Indebtedness this Agreement and (if applicabley) the application of the net proceeds therefrom, including to refinance other Indebtedness, as if any such Indebtedness was incurred, and the application of such proceeds occurred, at the beginning of such four-quarter period; (ii) the incurrence, repayment or retirement of any other Indebtedness loan shall be evidenced by an intercompany note that is pledged by the Company since the first day of such four-quarter period or its subsidiary, as if such Indebtedness was incurredapplicable, repaid or retired at the beginning of such four-quarter period (except that, in making such computation, the amount of Indebtedness under any revolving credit facility shall be computed based upon the average daily balance of such Indebtedness during such four-quarter period)as collateral pursuant to this Agreement; (iiivi) reimbursement obligations in respect of letters of credit issued for the case account of Acquired Debt, the related acquisition; and (iv) any acquisition or disposition by the Company and its Subsidiaries of any company or any business of its subsidiaries for the purpose of securing performance obligations of the Company or any assets out of its subsidiaries incurred in the ordinary course of businessbusiness so long as the aggregate face amount of all such letters of credit does not exceed $500,000 at any one time; and (vii) renewals, extensions and refinancing of any indebtedness described in clauses (i) or any related repayment (iii) of Indebtedness, in each case since the first day of such four-quarter period, assuming such acquisition or disposition and any such related payments had been consummated on the first day of such four-quarter period), would be at least 2.0:1. The Company will not permit any of its Subsidiaries to incur any Indebtedness (other than Permitted Subsidiary Indebtedness)this subsection.

Incurrence of Indebtedness. The Company will shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, create, incur, issue, incur, assume, guarantee guaranty or otherwise in any manner become directly or indirectly liable for the payment of liable, contingently or otherwise suffer otherwise, with respect to exist (collectively, “"incur”), ") any Indebtedness (including any Acquired Debt), other than Permitted Indebtedness, unless such Indebtedness is incurred by ) and the Company shall not issue any Disqualified Stock; provided, however, that (a) the -------- ------- Company may incur Subordinated Indebtedness (including Acquired Debt) and issue shares of Disqualified Stock if the Company’s Consolidated Fixed Charge Coverage Ratio for the Company's most recently ended four full fiscal quarters for which internal financial results statements are available immediately preceding the date of incurrence of on which such IndebtednessSubordinated Indebtedness is incurred or such Disqualified Stock is issued would have been at least 2.0 to 1, taken as one period and (and after giving b) the Company may incur any Indebtedness (including Acquired Debt) other than Subordinated Indebtedness if the Fixed Charge Coverage Ratio for the Company's most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional Indebtedness is incurred would have been at least 2.5 to 1, in each case, determined on a pro forma effect to: basis (i) the incurrence of such Indebtedness and (if applicable) the including --- ----- a pro forma application of the net proceeds therefrom, including to refinance other Indebtedness), as if such additional --- ----- Indebtedness was had been incurred, and or the application of such proceeds occurredDisqualified Stock had been issued, as the case may be, at the beginning of such four-quarter period. The foregoing provisions shall not apply to: (i) Indebtedness represented by the Initial Series Bonds; (ii) Plan Indebtedness other than the incurrenceInitial Series Bonds; (iii) Indebtedness arising under a nuclear fuel financing facility (including, repayment without limitation, any Indebtedness represented by the nuclear fuel financing portion of the New Credit Agreement); provided, however, that an -------- ------- amount equal to the amount of such nuclear fuel financing facility (after deduction for any transaction costs) shall have been applied pursuant to the Plan or, thereafter, the positive difference, if any, between the amount of the nuclear fuel financing facility and the amount previously applied either pursuant to the Plan or retirement to retire Investor Series Bonds shall be used within 45 days of the receipt thereof by the Company to retire Investor Series Bonds then Outstanding through open market purchases of such Bonds; (iv) Indebtedness arising under an accounts receivable financing facility and/or contract payments financing facility; provided, however, that the net proceeds (after deduction -------- ------- for any transaction costs) from such facility shall be used within 45 days of the receipt thereof by the Company to retire Investor Series Bonds then Outstanding through open market purchases of such Bonds; (v) any Indebtedness (not otherwise arising under clauses (iii) and (iv) above) issued to a bank or other commercial lender (including, without limitation, Indebtedness represented by the working capital portion of the New Credit Agreement, if issued); provided, however, that any advances thereunder which shall result at any time -------- ------- in an amount outstanding in excess of $50,000,000 thereunder (after deduction for any transaction costs) shall be used within 45 days of receipt by the Company to retire Investor Series Bonds then Outstanding through open market purchases of such Bonds); (vi) the incurrence by the Company or any of its Subsidiaries of Indebtedness represented by Capital Lease Obligations, mortgage financings or purchase money obligations, or extensions, refinancings, renewals or replacements thereof, in each case incurred for the purpose of financing all or any part of the purchase price or cost of construction or improvement of property used in the business of the Company or such Subsidiary, in an aggregate principal amount not to exceed $5,000,000 at any time outstanding; (vii) the incurrence by the Company or any of its Subsidiaries of (A) Permitted Refinancing Indebtedness in exchange for, or the net proceeds of which are used to extend, refinance, renew, replace, defease or refund, Indebtedness permitted under clause (ii) above, and (B) any Indebtedness in exchange for, or the net proceeds of which are used to extend, refinance, renew, replace, defease or refund, Indebtedness permitted under clauses (iii), (iv) or (v) above so long as the principal amount of such Indebtedness does not exceed the principal amount of the Indebtedness so extended, refinanced, renewed, replaced, defeased or refunded (plus the amount of accrued interest and premiums, if any, thereon and the reasonable expenses incurred in connection therewith); (viii) the incurrence by the Company or any of its Subsidiaries of intercompany Indebtedness between and among the Company and any of its Wholly Owned Subsidiaries; provided, however, that (A) any -------- ------- subsequent issuance or transfer of Equity Interests that results in any such Indebtedness being held by a Person other than a Wholly Owned Subsidiary and (B) any sale or other transfer of any other such Indebtedness to a Person that is not either the Company or a Wholly Owned Subsidiary shall be deemed, in each case, to constitute an incurrence of such Indebtedness by the Company since or such Subsidiary, as the first day of such four-quarter period as if such Indebtedness was incurred, repaid or retired at the beginning of such four-quarter period (except that, in making such computation, the amount of Indebtedness under any revolving credit facility shall be computed based upon the average daily balance of such Indebtedness during such four-quarter period)case may be; (iiiix) in the case of Acquired Debt, the related acquisition; and (iv) any acquisition or disposition incurrence by the Company and its Subsidiaries of any company or any business or any assets out of the ordinary course of business, or any related repayment of Indebtedness, in each case since the first day of such four-quarter period, assuming such acquisition or disposition and any such related payments had been consummated on the first day of such four-quarter period), would be at least 2.0:1. The Company will not permit any of its Subsidiaries of Hedging Obligations that are incurred for the purpose of fixing or hedging interest rate risk with respect to incur any floating rate Indebtedness that is permitted by the terms of the Indenture to be outstanding; (other x) Bonds issued from time to time to secure the obligations of the Company under (A) each New Facility Agreement or New Reimbursement Agreement, (B) the pollution control bonds for which the New Maricopa Reimbursement Agreement and/or New Farmington Reimbursement Agreements provides credit support, or (C) any financing entered into in connection with the extension, refinancing, renewal or refunding of all or part of the Indebtedness under such New Facility Agreement or New Reimbursement Agreement, the Indebtedness in respect of such pollution control bonds for which such New Facility Agreement or New Reimbursement Agreement provides credit support, or the Indebtedness under such extension, refinancing, renewal or refunding; provided, however, that each such Bond shall by its terms -------- ------- provide that it shall be deemed paid in full at such time as the Company's obligations referenced in the above subclauses (A), (B) or (C) of this clause (x) which such Bond is intended to secure, as the case may be, are paid in full and discharged, and that any payment made in respect of such Bond shall be deemed a payment made in respect of such underlying obligation which such Bond is intended to secure; and (xi) Subordinated Indebtedness incurred after the third anniversary of the Initial Issuance Date for the purpose of financing the redemption or repurchase of any Series A Preferred Stock of the Company, provided that (A) the principal amount of such Subordinated Indebtedness does not exceed the aggregate redemption or repurchase price of such Series A Preferred Stock (plus accrued dividends thereon and reasonable expenses incurred in connection therewith), (B) the interest rate on such Subordinated Indebtedness shall not exceed the dividend or coupon rate payable in respect of such Series A Preferred Stock, and (C) the maturity date of such Subordinated Indebtedness shall be no sooner than Permitted Subsidiary Indebtedness)the mandatory redemption date for the Series A Preferred Stock occurring in the year 2008.

Incurrence of Indebtedness. The Company will For so long as any Certificate remains outstanding, the Trust shall not create, issueassume, incur, assume, guarantee suffer to exist or otherwise become or remain liable in respect of any manner become directly indebtedness. EXHIBIT C TO SERIES TRUST AGREEMENT TRUST CERTIFICATES issued by NFSC TRUST 2000-__ FOR [UNDERLYING SECURITIES] POOLED CERTIFICATE (principal amount $__ per certificate) For a Pro Rata Share of All Interest Payments on the [Underlying Securities] and All Principal Payments and Redemption Premium, If Any, Due on the Stated Maturity Date Indicated Below or indirectly liable on any Previous Call for Redemption on [UNDERLYING SECURIITES] Certificate No. 1 Face Amount: $__,000,000 Number of Certificates: __,000,000 CUSIP No.: __________ Stated Maturity Date: ________ __, 20__ CEDE & CO., or registered assigns, is the owner of the face amount set forth above of certificates evidencing 100% beneficial ownership of NFSC Trust 2000-__ for [Underlying Securities] (the "Issuer"), whose sole asset consists of $__,000,000 of [Underlying Securities] (the "Underlying Securities"). The sole obligor with respect to such Underlying Securities is the issuer of the Underlying Securities named above (the "Underlying Issuer") or any other entities obligated to make payments to or on behalf of the Underlying Issuer (or their trustees or other applicable fiduciaries) with respect to the Underlying Securities. The Underlying Securities are being held in a trust account by [_________________], as Trustee, pursuant to the terms of a Trust Agreement dated as of ________ __, 2000 (the "Agreement"), including the Standard Terms and Provisions of Series Trust Agreement appended thereto and all other exhibits, schedules, appendices, supplements and amendments thereto, between National Financial Securities Corporation, as Depositor, and the Trustee, pursuant to which this and other certificates (the "Certificates"), evidencing the right to receive all interest and principal payments, including the redemption premiums, if any, but excluding the Retained Amount (as defined in the Agreement), if any, on the Underlying Securities, are executed and delivered by the Trustee. This Certificate is subject to the provisions of and is entitled to the benefits of the Agreement, which may be inspected by the holder hereof at the Designated Office in New York City of the Trustee. The owner of this Certificate, by its acceptance hereof, agrees to be bound by the terms and conditions of the Agreement. Capitalized terms used but not defined herein shall have the meanings set forth in the Agreement. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. The Underlying Securities will be held in an account of the Trustee at DTC in book-entry credit form. The Trustee will pay to the Holder of this Certificate its pro rata share of all amounts received as payments on the Underlying Securities, promptly after receipt, less any amounts required to be withheld from or by the Trustee pursuant to applicable law, in lawful money of the United States of America, (i) if the Holder is The Depository Trust Company ("DTC") or its nominee or any successor depository or nominee thereof, by wire transfer of immediately available funds, and (ii) if the Holder is any other person, by check in immediately available funds sent by first-class mail to the address of the Holder hereof set forth in the Certificate Register. In the event the Trustee receives money or other property in connection with the payment of principal (or otherwise suffer to exist (collectively, “incur”), any Indebtedness (including any Acquired Debtactual notice that such moneys or other property will be received), other than Permitted Indebtednessin connection with a redemption, unless prior to the Stated Maturity Date, the Trustee shall promptly give notice, as provided in the Agreement, to the Holder. Such notice shall state that, not later than ninety (90) days after the receipt of such Indebtedness moneys or other property, the Trustee shall distribute such moneys or other property pro rata to the Holders of Certificates. As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is incurred registrable in the Certificate Register, upon surrender of this Certificate for registration of transfer at the corporate trust office of the Trustee at [________________], duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Trustee duly executed by, the Holder hereof or such Holder's attorney duly authorized in writing, and thereupon one or more new Certificates of the same series having the Stated Maturity Date set forth on the face hereof, of Authorized Denominations of $__ or greater multiples of $__, and having the same aggregate face amount, will be issued to the designated transferee or transferees. Under the Agreement, the Trustee is required, when making any payment to a Holder, to round down such payment to the nearest whole cent. The Certificates are issuable only in registered form in Authorized Denominations. As provided in the Agreement and subject to certain limitations therein set forth, such Certificates are exchangeable for Certificates of the same series, having the same Stated Maturity Date and of a like aggregate face amount, as requested by the Company Holder surrendering the same. For any such registration of transfer or exchange, the Trustee may require payment of the then applicable service charge and of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. Prior to due presentment of this Certificate for registration of transfer, the Company’s Consolidated Fixed Charge Coverage Ratio Trustee and any agent of the Trustee may treat the person in whose name this Certificate is registered as the owner hereof for all purposes, whether or not this Certificate be overdue, and neither the Trustee nor any such agent shall be affected by notice to the contrary. This Certificate shall not be valid or become obligatory for any purpose unless and until duly executed by the Trustee by manual signature. Dated: _______ __, 2000 [__________________], as Trustee By: _______________________________________ Authorized Signatory Authentication This is one of the Certificates referred to in the within-mentioned Trust Agreement. [____________________], as Trustee By: _______________________________________ Authorized Signatory TRANSFER FORM FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto__________________________________________________________________________ the within Certificate, and all rights thereunder, and hereby does irrevocably constitute and appoint_________________________________________________________ ________________________________________________________________________________ attorney to transfer the within Certificate on the books kept for the four registration thereof, with full fiscal quarters for which financial results are available immediately preceding the date power of incurrence of such Indebtedness, taken as one period (and after giving pro forma effect to: (i) the incurrence of such Indebtedness and (if applicable) the application of the net proceeds therefrom, including to refinance other Indebtedness, as if such Indebtedness was incurred, and the application of such proceeds occurred, at the beginning of such four-quarter period; (ii) the incurrence, repayment or retirement of any other Indebtedness by the Company since the first day of such four-quarter period as if such Indebtedness was incurred, repaid or retired at the beginning of such four-quarter period (except that, in making such computation, the amount of Indebtedness under any revolving credit facility shall be computed based upon the average daily balance of such Indebtedness during such four-quarter period); (iii) substitution in the case of Acquired Debt, the related acquisition; and (iv) any acquisition or disposition by the Company and its Subsidiaries of any company or any business or any assets out of the ordinary course of business, or any related repayment of Indebtedness, in each case since the first day of such four-quarter period, assuming such acquisition or disposition and any such related payments had been consummated on the first day of such four-quarter period), would be at least 2.0:1. The Company will not permit any of its Subsidiaries to incur any Indebtedness (other than Permitted Subsidiary Indebtedness)premises.

Incurrence of Indebtedness. The Company will MXE shall not without the prior consent of Sowood create, issue, incur, assume, guarantee or otherwise in become or remain liable with respect to liabilities of any manner become directly or indirectly liable for the payment of or otherwise suffer to exist (collectively, “incur”), any Indebtedness (including any Acquired Debt), kind other than Permitted Indebtedness, unless such Indebtedness is incurred by the Company and the Company’s Consolidated Fixed Charge Coverage Ratio for the four full fiscal quarters for which financial results are available immediately preceding the date of incurrence of such . “Permitted Indebtedness, taken as one period (and after giving pro forma effect to: ” shall mean (i) Dominion Indebtedness; (ii) indebtedness to Sowood hereunder and under the Note; (iii) indebtedness secured under purchase money security interests (including mortgages, conditional sales, capital leases and other title retention or deferred purchase devices) so long as (x) the lien is limited to the property whose acquisition was funded, or refinanced, through the incurrence of such Indebtedness and (if applicable) the application of the net proceeds therefrom, including to refinance other Indebtedness, as if such Indebtedness was incurred, and the application of such proceeds occurred, at the beginning of such four-quarter periodindebtedness; (iiy) such indebtedness is limited in recourse to the incurrence, repayment applicable financed property or retirement of any other Indebtedness by the Company since the first day of such four-quarter period as if such Indebtedness was incurred, repaid or retired at the beginning of such four-quarter period (except that, in making such computation, the amount of Indebtedness under any revolving credit facility shall be computed based upon such indebtedness does not exceed the average daily balance lesser of (a) the purchase price or construction cost of said property and (b) the fair market value of said property; and (z) the indebtedness was incurred within 60 days after the initial acquisition of the applicable property; (iv) liabilities incurred in the ordinary course of business secured by carriers, warehouses, mechanics and similar liens, so long as MXE is paying on a timely and current basis all amounts due secured by such Indebtedness during such four-quarter periodliens (other than items which are the subject of a bona fide dispute and as to which appropriate reserves exist); (iiiv) liabilities represented by judgments and awards, so long as the amount of same are fully insured and the insurer has acknowledged coverage; (vi) trade payables for goods and services provided to MXE in the case of Acquired Debt, the related acquisition; and (iv) any acquisition or disposition by the Company and its Subsidiaries of any company or any business or any assets out of the ordinary course of business, which are being paid currently; (vii) liabilities incurred under operating leases and contracts in the ordinary course of MXE’s business as to which no default giving rise to acceleration or a notice of acceleration has occurred; (viii) tax liabilities incurred and payable in the ordinary course of business, as to which all material reports, filings and returns have been timely made or filed (taking into account any related repayment of Indebtedness, in each case since the first day of such four-quarter period, assuming such acquisition or disposition extensions) and any such related payments had as to which all material taxes have been consummated on the first day of such four-quarter period), would be at least 2.0:1. The Company will not permit any of its Subsidiaries to incur any Indebtedness paid when due (other than Permitted Subsidiary Indebtednesstaxes which are the subject of a bona fide dispute and for which appropriate reserves have been established); and (ix) indebtedness permitted under Section 6.02 of the First Amended and Restated Credit Agreement among MXE, MxEnergy Electric Inc., MxEnergy Holdings Inc. and certain subsidiaries thereof, the lenders from time to time party thereto and Société Générale, as administrative agent (the “SG Credit Agreement).”

Incurrence of Indebtedness. The Prior to the Investment Grade Date, the Company will shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly create, incur, issue, incur, assume, guarantee guaranty or otherwise in any manner become directly or indirectly liable for the payment of liable, contingently or otherwise suffer otherwise, with respect to exist (collectively, “incur”"Incur"), any Indebtedness (including any Acquired Debt)) or issue any Disqualified Stock; provided, other than Permitted Indebtednesshowever, unless such Indebtedness is incurred by that the Company and any of its Restricted Subsidiaries may incur Indebtedness (including Acquired Debt) and issue Disqualified Stock if the Company’s Consolidated Fixed Charge Coverage Ratio for the Company's most recently ended four full fiscal quarters for which financial results statements are available immediately preceding the date of incurrence of on which such IndebtednessIndebtedness is incurred or Disqualified Stock is issued would have been at least 3.25 to 1, taken as one period (and after giving determined on a pro forma effect to: basis (i) the incurrence of such Indebtedness and (if applicable) the including a pro forma application of the net proceeds therefrom, including to refinance other Indebtedness), as if such Indebtedness was incurred, and the application of had been incurred or such proceeds occurred, Disqualified Stock had been issued at the beginning of such four-quarter period. The foregoing provisions will not apply to (i) Permitted Refinancing Indebtedness; (ii) the incurrence, repayment or retirement of any other Indebtedness incurrence by the Company since of any amount of Subordinated Indebtedness and up to $400 million of Senior Indebtedness after the first day of such four-quarter period as Initial Issuance Date if the Fixed Charge Coverage Ratio for the Company's most recently ended four full fiscal quarters for which financial statements are available immediately preceding the date on which such Indebtedness was incurred, repaid or retired is incurred would have been at least 1.75 to 1 (determined as in the beginning of such four-quarter period (except that, in making such computation, the amount of Indebtedness under any revolving credit facility shall be computed based upon the average daily balance of such Indebtedness during such four-quarter periodimmediately preceding paragraph); (iii) Permitted Hedging Agreements; (iv) borrowings under the Credit Facility in the case of Acquired Debt, the related acquisitionan amount not to exceed $_______; and (ivv) intercompany Indebtedness between and among the Company and any of its Restricted Subsidiaries; provided, however, that (A) any acquisition subsequent issuance or disposition transfer of Equity Interests that results in any such Indebtedness being held by a Person other than a Restricted Subsidiary and (B) any sale or other transfer of any such Indebtedness to a Person that is not either the Company or a Restricted Subsidiary shall be deemed, in each case, to constitute an incurrence of such Indebtedness by the Company and its Subsidiaries of any company or any business or any assets out of such Restricted Subsidiary, as the ordinary course of business, or any related repayment of Indebtedness, in each case since the first day of such four-quarter period, assuming such acquisition or disposition and any such related payments had been consummated on the first day of such four-quarter period), would be at least 2.0:1. The Company will not permit any of its Subsidiaries to incur any Indebtedness (other than Permitted Subsidiary Indebtedness)may be.

Incurrence of Indebtedness. The Company will shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, create, incur, issue, incur, assume, guarantee guaranty or otherwise in any manner become directly or indirectly liable for the payment of liable, contingently or otherwise suffer otherwise, with respect to exist (collectively, “incur”), ) any Indebtedness (including any Acquired Debt), other than Permitted Indebtedness, unless such Indebtedness is incurred by ) and the Company shall not issue any Disqualified Stock; provided, however, that (a) the Company may incur Subordinated Indebtedness (including Acquired Debt) and issue shares of Disqualified Stock if the Company’s Consolidated Fixed Charge Coverage Ratio for the Company’s most recently ended four full fiscal quarters for which internal financial results statements are available immediately preceding the date of incurrence of on which such IndebtednessSubordinated Indebtedness is incurred or such Disqualified Stock is issued would have been at least 2.0 to 1, taken as one period and (and after giving b) the Company may incur any Indebtedness (including Acquired Debt) other than Subordinated Indebtedness if the Fixed Charge Coverage Ratio for the Company’s most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional Indebtedness is incurred would have been at least 2.5 to 1, in each case, determined on a pro forma effect to: basis (i) the incurrence of such Indebtedness and (if applicable) the including a pro forma application of the net proceeds therefrom, including to refinance other Indebtedness), as if such additional Indebtedness was incurredhad been incurred or the Disqualified Stock had been issued, and as the application of such proceeds occurredcase may be, at the beginning of such four-quarter period. The foregoing provisions shall not apply to: (i) Indebtedness represented by the Initial Series Bonds; (ii) Plan Indebtedness other than the incurrenceInitial Series Bonds: (iii) Indebtedness arising under a nuclear fuel financing facility (including, repayment without limitation, any Indebtedness represented by the nuclear fuel financing portion of the New Credit Agreement): provided, however, that an amount equal to the amount of such nuclear fuel financing facility (after deduction for any transaction costs) shall have been applied pursuant to the Plan or, thereafter the positive difference, if any, between the amount of the nuclear fuel financing facility and the amount previously applied either pursuant to the Plan or retirement to retire Investor Series Bonds shall be used within 45 days of the receipt thereof by the Company to retire Investor Series Bonds then Outstanding through open market purchases of such Bonds; (iv) Indebtedness arising under an accounts receivable financing facility and or contract payments financing facility provided, however, that the net proceeds (after deduction for any transaction costs) from such facility shall be used within 45 days of the receipt thereof by the Company to retire Investor Series Bonds then Outstanding through open market purchases of such Bonds; (v) any Indebtedness (not otherwise arising under clauses (iii) and (iv) above) issued to a bank or other commercial lender (including, without limitation, Indebtedness represented by the working capital portion of the New Credit Agreement, if issued); provided, however, that any advances thereunder which shall result at any time in an amount outstanding in excess of $50,000,000 thereunder (after deduction for any transaction costs) shall be used within 45 days of receipt by the Company to retire Investor Series Bonds then Outstanding through open market purchases of such Bonds); (vi) the incurrence by the Company or any of its Subsidiaries of Indebtedness represented by Capital Lease Obligations, mortgage financings or purchase money obligations, or extensions, refinancings, renewals or replacements thereof, in each case incurred for the purpose of financing all or any part of the purchase price or cost of construction or improvement of property used in the business of the Company or such Subsidiary, in an aggregate principal amount not to exceed $5,000,000 at any time outstanding; (vii) the incurrence by the Company or any of its Subsidiaries of (A) Permitted Refinancing Indebtedness in exchange for, or the net proceeds of which are used to extend, refinance, renew, replace, defease or refund, Indebtedness permitted under clause (ii) above, and (B) any Indebtedness in exchange for, or the net proceeds of which are used to extend, refinance, renew, replace, defease or refund. Indebtedness permitted under clauses (iii), (iv) or (v) above so long as the principal amount of such Indebtedness does not exceed the principal amount of the Indebtedness so extended, refinanced, renewed, replaced, defeased or refunded (plus the amount of accrued interest and premiums, if any, thereon and the reasonable expenses incurred in connection therewith); (viii) the incurrence by the Company or any of its Subsidiaries of intercompany Indebtedness between and among the Company and any of its Wholly Owned Subsidiaries; provided, however, that (A) any subsequent issuance or transfer of Equity Interests that results in any such Indebtedness being held by a Person other than a Wholly Owned Subsidiary and (B) any sale or other transfer of any other such Indebtedness to a Person that is not either the Company or a Wholly Owned Subsidiary shall be deemed, in each case, to constitute an incurrence of such Indebtedness by the Company since or such Subsidiary, as the first day of such four-quarter period as if such Indebtedness was incurred, repaid or retired at the beginning of such four-quarter period (except that, in making such computation, the amount of Indebtedness under any revolving credit facility shall be computed based upon the average daily balance of such Indebtedness during such four-quarter period)case may be; (iiiix) in the case of Acquired Debt, the related acquisition; and (iv) any acquisition or disposition incurrence by the Company and its Subsidiaries of any company or any business or any assets out of the ordinary course of business, or any related repayment of Indebtedness, in each case since the first day of such four-quarter period, assuming such acquisition or disposition and any such related payments had been consummated on the first day of such four-quarter period), would be at least 2.0:1. The Company will not permit any of its Subsidiaries of Hedging Obligations that are incurred for the purpose of fixing or hedging interest rate risk with respect to incur any floating rate Indebtedness that is permitted by the terms of the Indenture to be outstanding; (other x)Bonds issued from time to time to secure the obligations of the Company under (A) each New Facility Agreement or New Reimbursement Agreement, (B) the pollution control bonds for which the New Maricopa Reimbursement Agreement and/or New Farmington Reimbursement Agreements provides credit support, or (C) any financing entered into in connection with the extension, refinancing, renewal or refunding of all or part of the Indebtedness under such New Facility Agreement or New Reimbursement Agreement, the Indebtedness in respect of such pollution control bonds for which such New Facility Agreement or New Reimbursement Agreement provides credit support, or the Indebtedness under such extension, refinancing, renewal or refunding; provided, however, that each such Bond shall by its terms provide that it shall be deemed paid in full at such time as the Company’s obligations referenced in the above subclauses (A), (B) or (C) of this clause (x) which such Bond is intended to secure, as the case may be, are paid in full and discharged, and that any payment made in respect of such Bond shall be deemed a payment made in respect of such underlying obligation which such Bond is intended to secure; and (xi) Subordinated Indebtedness incurred after the third anniversary of the Initial Issuance Date for the purpose of financing the redemption or repurchase of any Series A Preferred Stock of the Company, provided that (A) the principal amount of such Subordinated Indebtedness does not exceed the aggregate redemption or repurchase price of such Series A Preferred Stock (plus accrued dividends thereon and reasonable expenses incurred in connection therewith), (B) the interest rate on such Subordinated Indebtedness shall not exceed the dividend or coupon rate payable in respect of such Series A Preferred Stock, and (C) the maturity date of such Subordinated Indebtedness shall be no sooner than Permitted Subsidiary Indebtedness)the mandatory redemption date for the Series A Preferred Stock occurring in the year 2008.

Incurrence of Indebtedness. The Company will shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, issue, incur, assume, guarantee or otherwise in any manner become directly or indirectly liable for the payment of or otherwise suffer with respect to exist (collectively, “incur”), any Indebtedness (including any Acquired Debt), other than Permitted Indebtedness, unless such Indebtedness is incurred by the Company and the Company’s 's Debt to Consolidated Fixed Charge Coverage Cash Flow Ratio for the its four full fiscal quarters for which financial results are available ending immediately preceding prior to the date such additional Indebtedness is created, incurred, issued, assumed or guaranteed would have been no greater than 6.0 to 1, and such Indebtedness is not senior in right of incurrence of payment to the Securities; PROVIDED that such Indebtedness, taken as one period calculation shall give effect to (and after giving pro forma effect to: (iA) the incurrence of such any Indebtedness and (if applicable) after giving effect to the application of the net proceeds therefromthereof) in connection with the simultaneous acquisition of any person, including business, property or assets and (B) the Consolidated Cash Flow generated by such acquired person, business, property or assets, giving effect in each case to refinance other 49 such incurrence of Indebtedness, application of proceeds and Consolidated Cash Flow as if such Indebtedness was incurred, and the application of such proceeds occurred, acquisition had occurred at the beginning of such four-four quarter period; . For purposes of the foregoing provision, cash flow generated by any acquired person, business, property or asset shall be determined on the same basis as the definition of Consolidated Cash Flow and shall be based on the actual earnings before interest, taxes, depreciation and amortization of such acquired person, business, property or asset during the immediately preceding four full fiscal quarters PLUS (y)(i) the savings in cost of goods sold that would have resulted during that period from the effect of using the Company's actual costs for comparable goods and services during that period and (ii) the incurrenceother savings in cost of goods sold or eliminations of selling, repayment or retirement of any other Indebtedness general and administrative expenses as determined by the Company since the first day in good faith in its consideration of such four-quarter period as if such Indebtedness was incurredacquisitions and consistent with the Company's experiences in acquisitions of similar businesses MINUS (z) the incremental expenses that would be included in cost of goods sold and selling, repaid or retired at the beginning of such four-quarter period (except that, in making such computation, the amount of Indebtedness under any revolving credit facility shall be computed based upon the average daily balance of such Indebtedness during such four-quarter period); (iii) in the case of Acquired Debt, the related acquisition; general and (iv) any acquisition or disposition administrative expenses that would have been incurred by the Company and its Subsidiaries in the operation of any company or any business or any assets out of the ordinary course of such acquired person, business, property or any related repayment of Indebtedness, in each case since the first day of assets during such four-quarter period, assuming such acquisition or disposition and any such related payments had been consummated on the first day of such four-quarter period), would be at least 2.0:1. The Company will not permit any of its Subsidiaries to incur any Indebtedness (other than Permitted Subsidiary Indebtedness).

Incurrence of Indebtedness. The Company will shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, issue, incur, assume, guarantee or otherwise in any manner become directly or indirectly liable for the payment of or otherwise suffer with respect to exist (collectively, “incur”), any Indebtedness (including any Acquired Debt), other than Permitted Indebtedness, unless such Indebtedness is incurred by the Company and the Company’s 's Debt to Consolidated Fixed Charge Coverage Cash Flow Ratio for the its four full fiscal quarters for which financial results are available ending immediately preceding prior to the date such additional Indebtedness is created, incurred, issued, assumed or guaranteed would have been no greater than 6 to 1, and such Indebtedness is not senior in right of incurrence of payment to the Securities; PROVIDED that such Indebtedness, taken as one period calculation shall give effect to (and after giving pro forma effect to: (iA) the incurrence of such any Indebtedness and (if applicable) after giving effect to the application of the net proceeds therefromthereof) in connection with the simultaneous acquisition of any person, including business, property or assets and (B) the Consolidated Cash Flow generated by such acquired person, business, property or assets, giving effect in each case to refinance other such incurrence of Indebtedness, application of proceeds and Consolidated Cash Flow as if such Indebtedness was incurred, and the application of such proceeds occurred, acquisition had occurred at the beginning of such four-four quarter period; . For purposes of the foregoing provision, cash flow generated by any acquired person, business, property or asset shall be determined on the same basis as the definition of Consolidated Cash Flow and shall be based on the actual earnings before interest, taxes, depreciation and amortization of such acquired person, business, property or asset during the immediately preceding four full fiscal quarters PLUS (y) (i) the savings in cost of goods sold that would have resulted during that period from the effect of using the Company's actual costs for comparable goods and services during that period and (ii) the incurrenceother savings in cost of goods sold or eliminations of selling, repayment or retirement of any other Indebtedness general and administrative expenses as determined by the Company since the first day in good faith in its consideration of such four-quarter period as if acquisitions and consistent with the Company's experiences in acquisitions of similar businesses MINUS (z) the incremental expenses that would be included in cost of goods sold and selling, general and administrative expenses that would have been incurred by the Company in the operation of such acquired person, business, property or assets during such period. The foregoing limitations shall not apply to the incurrence of (i) Indebtedness pursuant to the Credit Facilities (provided that the principal amount of such Indebtedness was incurredshall not exceed $1.65 billion, repaid or retired at the beginning of such four-quarter period (except that, in making such computation, less the amount of Indebtedness all repayments made in respect of term loans and of all permanent commitment reductions with respect to revolving loans (except to the extent, and only to the extent, that any required repayments of principal in connection with such commitment reduction are not made) made under any revolving credit facility shall be computed based upon the average daily balance of Credit Facilities (excluding such Indebtedness during such four-quarter period); (iii) in the case of Acquired Debt, the related acquisition; repayments and (iv) any acquisition or disposition by the Company and its Subsidiaries of any company or any business or any assets out of the ordinary course of business, or any related repayment of Indebtedness, in each case since the first day of such four-quarter period, assuming such acquisition or disposition and any such related payments had been consummated on the first day of such four-quarter period), would be at least 2.0:1. The Company will not permit any of its Subsidiaries to incur any Indebtedness (other than Permitted Subsidiary Indebtedness).commitment reductions which occur substantially

Incurrence of Indebtedness. The Prior to the Investment Grade Date, the Company will shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly create, incur, issue, incur, assume, guarantee guaranty or otherwise in any manner become directly or indirectly liable for the payment of liable, contingently or otherwise suffer otherwise, with respect to exist (collectively, “incur”"INCUR"), any Indebtedness (including any Acquired Debt)) or issue any Disqualified Stock; PROVIDED, other than Permitted IndebtednessHOWEVER, unless such Indebtedness is incurred by that the Company and any of its Restricted Subsidiaries may incur Indebtedness (including Acquired Debt) and issue Disqualified Stock if the Company’s Consolidated Fixed Charge Coverage Ratio for the Company's most recently ended four full fiscal quarters for which financial results statements are available immediately preceding the date of incurrence of such Indebtedness, taken as one period (and after giving pro forma effect to: (i) the incurrence of on which such Indebtedness and is incurred or Disqualified Stock is issued would have been at least 3.25 to 1, determined on a PRO FORMA basis (if applicable) the including a PRO FORMA application of the net proceeds therefrom, including to refinance other Indebtedness), as if such Indebtedness was incurred, and the application of had been incurred or such proceeds occurred, Disqualified Stock had been issued at the beginning of such four-quarter period. The foregoing provisions will not apply to (i) Permitted Refinancing Indebtedness; (ii) the incurrence, repayment or retirement of any other Indebtedness incurrence by the Company since the first day of such four-quarter period as if such Indebtedness was incurred, repaid or retired at the beginning of such four-quarter period (except that, in making such computation, the any amount of Subordinated Indebtedness under any revolving credit facility shall be computed based upon if the average daily balance of Fixed Charge Coverage Ratio for the Company's most recently ended four full fiscal quarters for which financial statements are available immediately preceding the date on which such Subordinated Indebtedness during such four-quarter periodis incurred would have been at least 1.75 to 1 (determined as in the immediately preceding paragraph); (iii) Permitted Hedging Agreements; (iv) borrowings under the Credit Facility in the case of Acquired Debt, the related acquisitionan amount not to exceed $804.4 million; and (ivv) intercompany Indebtedness between and among the Company and any of its Restricted Subsidiaries (except in a TIPES Transaction); PROVIDED, HOWEVER, that (A) any acquisition subsequent issuance or disposition transfer of Equity Interests that results in any such Indebtedness being held by a Person other than a Restricted Subsidiary and (B) any sale or other transfer of any such Indebtedness to a Person that is not either the Company or a Restricted Subsidiary shall be deemed, in each case, to constitute an incurrence of such Indebtedness by the Company and its Subsidiaries of any company or any business or any assets out of such Restricted Subsidiary, as the ordinary course of business, or any related repayment of Indebtedness, in each case since the first day of such four-quarter period, assuming such acquisition or disposition and any such related payments had been consummated on the first day of such four-quarter period), would be at least 2.0:1. The Company will not permit any of its Subsidiaries to incur any Indebtedness (other than Permitted Subsidiary Indebtedness)may be.

Incurrence of Indebtedness. The Company will shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, issue, incur, assume, guarantee or otherwise in any manner become directly or indirectly liable for the payment of or otherwise suffer with respect to exist (collectively, “incur”), any Indebtedness (including any Acquired Debt), other than Permitted Indebtedness, unless such Indebtedness is incurred by the Company and the Company’s Consolidated 's Fixed Charge Coverage Ratio for the its four full fiscal quarters for which financial results are available ending immediately preceding prior to the date of incurrence of such Indebtednessadditional Indebtedness is created, taken as one period (and after giving incurred, issued, assumed or guaranteed would have been at least 2.25 to 1 determined on a pro forma effect to: basis (i) the incurrence of such Indebtedness and (if applicable) the including a pro forma application of the net proceeds therefrom, including to refinance other of such Indebtedness, ) as if such the additional Indebtedness was had been created, incurred, and the application of such proceeds occurredissued, assumed or guaranteed at the beginning of such four-quarter period; . The foregoing limitations will not apply to the incurrence of (iii) Indebtedness pursuant to the incurrence, repayment or retirement of any other Indebtedness by Credit Facility (provided that the Company since the first day principal amount of such four-quarter period as if such Indebtedness was incurred, repaid or retired at shall not exceed the beginning aggregate amount of such four-quarter period (except that, in making such computation, the commitments under the Credit Facility on the Issue Date PLUS the amount of Indebtedness under any revolving the Credit Facility incurred (A) as additional Indebtedness permitted under clause (viii) of this paragraph and which reduces the amount of Indebtedness otherwise permitted under said clause (viii), (B) as additional Indebtedness permitted under the first paragraph of this Section 4.9 or (C) as reimbursement obligations with respect to letters of credit facility shall be computed based upon the average daily balance of such Indebtedness during such four-quarter periodpermitted under clause (vii) below); (ii) Existing Indebtedness; (iii) in Indebtedness represented by the case of Acquired Debt, the related acquisitionSecurities (other than Additional Securities); and (iv) any acquisition Capital Lease Obligations; (v) Indebtedness constituting purchase money obligations for property acquired in the ordinary course of business or disposition by other similar financing transactions; (vi) Indebtedness incurred in connection with capital expenditures; (vii) Indebtedness constituting reimbursement obligations with respect to letters of credit, including, without limitation, letters of credit in respect of workers' compensation claims, issued for the account of the Company and its Subsidiaries of any company or any business or any assets out of a Restricted Subsidiary in the ordinary course of business, or other Indebtedness with respect to reimbursement-type obligations regarding workers' compensation claims; (viii) additional Indebtedness in an aggregate principal amount equal to the greater of (A) $75.0 million in the aggregate at any related repayment one time outstanding for the Company and its Restricted Subsidiaries and (B)(1) 10% of the Consolidated Net Worth of the Company at the time of incurrence by the Company and (2) 10% of the Consolidated Net Worth of any Restricted Subsidiary at the time of incurrence by such Restricted Subsidiary; (ix) Indebtedness created, incurred, issued, assumed or given in exchange for, or the proceeds of which are used to, extend, refinance, renew, replace, substitute or refund any Indebtedness permitted under the Indenture or any Indebtedness issued to so extend, refinance, renew, replace, substitute or refund such Indebtedness, including any additional Indebtedness incurred to pay premiums and fees in each case since connection therewith (the first day "Refinancing Indebtedness"); PROVIDED, that (A) the principal amount of such four-quarter periodRefinancing Indebtedness shall not exceed the outstanding principal amount of Indebtedness (including unused commitments) so extended, assuming refinanced, renewed, replaced, substituted or refunded plus any amounts incurred to pay premiums and fees in connection therewith, (B) in the case of Refinancing Indebtedness for Indebtedness permitted under clause (ii) of this paragraph, the Refinancing Indebtedness shall have an Average Life equal to or greater than the Average Life of the Indebtedness being extended, refinanced, renewed, replaced, substituted or refunded and (C) to the extent such acquisition Refinancing Indebtedness refinances Indebtedness subordinated to the Securities, such Refinancing Indebtedness is subordinated to the Securities at least to the same extent as the Indebtedness being extended, refinanced, renewed, replaced, substituted or disposition refunded; and PROVIDED, FURTHER that subclauses (B) and (C) of this clause (ix) will not apply to any refunding or refinancing of any Senior Indebtedness; (x) intercompany Indebtedness incurred in connection with Investments in Unrestricted Subsidiaries; PROVIDED that such Investments are permitted by each of Section 4.7 and Section 4.13 hereof; (xi) Indebtedness of any unconsolidated Subsidiary of the Company created after the Issue Date; PROVIDED that such Indebtedness is nonrecourse to the Company and its consolidated Restricted Subsidiaries and the Company and its consolidated Restricted Subsidiaries have no obligations with respect to such Indebtedness, (xii) Indebtedness under Currency Agreements and Interest Rate Agreements; PROVIDED that in the case of Currency Agreements which relate to other Indebtedness, such Currency Agreements do not increase the Indebtedness of the Company outstanding other than as a result of fluctuations in foreign currency exchange rates; (xiii) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently (except in the case of daylight overdrafts, which will not be, and will not be deemed to be, inadvertent) drawn against insufficient funds in the ordinary course of business; (xiv) Indebtedness of an entity at the time it is acquired as a Restricted Subsidiary; PROVIDED that such Indebtedness was not incurred or assumed by such entity in connection with or in anticipation of such acquisition; (xv) Indebtedness between the Company and any such related payments had been consummated on Restricted Subsidiary or between Restricted Subsidiaries, (xvi) guarantees by Restricted Subsidiaries of Indebtedness of the first day of such four-quarter period), would be at least 2.0:1. The Company will not permit or any of its Subsidiaries to incur any Restricted Subsidiary if the Indebtedness (other than Permitted Subsidiary Indebtedness).so guaranteed is permitted under this Indenture; and

Incurrence of Indebtedness. The Company will not not, nor will it permit any of its Subsidiaries to, create, issue, incur, assume, guarantee become liable for, or otherwise in guaranty, or permit any manner of its Property to become directly or indirectly liable for the payment of or otherwise suffer to exist (collectively, “incur”)subject to, any Funded Indebtedness (including any Acquired Debt)and in the case of a Subsidiary, Current Indebtedness) other than Permitted Indebtedness, unless such Indebtedness is incurred by the Company and the Company’s Consolidated Fixed Charge Coverage Ratio for the four full fiscal quarters for which financial results are available immediately preceding the date of incurrence of such Indebtedness, taken as one period (and after giving pro forma effect tothan: (i) Funded Indebtedness represented by the incurrence of such Indebtedness and (if applicable) the application of the net proceeds therefrom, including to refinance other Indebtedness, as if such Indebtedness was incurred, Notes and the application of such proceeds occurred, at the beginning of such four-quarter periodoutstanding Indebtedness set forth in Schedule 4.6; (ii) Unsecured Funded Indebtedness of the incurrenceCompany, repayment or retirement if after giving effect thereto and to any concurrent transactions, the aggregate principal amount of any other outstanding secured and unsecured Funded Indebtedness of the Company (including, but not limited to, the Funded Indebtedness represented by the Bonds) and secured and unsecured Current and Funded Indebtedness of the Subsidiaries (excluding Indebtedness owed by a Subsidiary to the Company since the first day or a Wholly-Owned Subsidiary) does not exceed 65% of such four-quarter period as if such Indebtedness was incurred, repaid or retired at the beginning of such four-quarter period (except that, in making such computation, the amount of Indebtedness under any revolving credit facility shall be computed based upon the average daily balance of such Indebtedness during such four-quarter period)Total Capitalization; and (iii) Purchase Money Indebtedness of the Company or a Subsidiary and unsecured Current or Funded Indebtedness of a Subsidiary, if after giving effect thereto and to any concurrent transactions, (a) the conditions set forth in the case of Acquired DebtSection 4.6(ii) are satisfied, the related acquisition; and (ivb) any acquisition or disposition by the aggregate principal amount of outstanding Purchase Money Indebtedness of the Company and its Subsidiaries of any company or any business or any assets out and the unsecured Current and Funded Indebtedness of the ordinary course Subsidiaries, excluding Current or Funded Indebtedness owed by a Subsidiary to the Company or a Wholly-Owned Subsidiary, does not exceed 20% of business, or any related repayment of Indebtedness, in each case since the first day of such four-quarter period, assuming such acquisition or disposition and any such related payments had been consummated on the first day of such four-quarter period), would be at least 2.0:1. The Company will not permit any of its Subsidiaries to incur any Indebtedness (other than Permitted Subsidiary Indebtedness)Consolidated Tangible Net Worth.

Incurrence of Indebtedness. The Company will shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, create, incur, issue, incur, assume, guarantee guaranty or otherwise in any manner become directly or indirectly liable for the payment of liable, contingently or otherwise suffer otherwise, with respect to exist (collectively, “incur”), ) any Indebtedness (including any Acquired Debt), other than Permitted Indebtedness, unless such Indebtedness is incurred by ) and the Company shall not issue any Disqualified Stock; provided, however, that (a) the Company may incur Subordinated Indebtedness (including Acquired Debt) and issue shares of Disqualified Stock if the Company’s Consolidated Fixed Charge Coverage Ratio for the Company’s most recently ended four full fiscal quarters for which internal financial results statements are available immediately preceding the date of incurrence of on which such IndebtednessSubordinated Indebtedness is incurred or such Disqualified Stock is issued would have been at least 2.0 to 1, taken as one period and (and after giving b) the Company may incur any Indebtedness (including Acquired Debt) other than Subordinated Indebtedness if the Fixed Charge Coverage Ratio for the Company’s most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional Indebtedness is incurred would have been at least 2.5 to 1, in each case, determined on a pro forma effect to: basis (i) the incurrence of such Indebtedness and (if applicable) the including a pro forma application of the net proceeds therefrom, including to refinance other Indebtedness), as if such additional Indebtedness was had been incurred, and or the application of such proceeds occurredDisqualified Stock had been issued, as the case may be, at the beginning of such four-quarter period. The foregoing provisions shall not apply to: (i) Indebtedness represented by the Initial Series Bonds; (ii) Plan Indebtedness other than the incurrenceInitial Series Bonds; (iii) Indebtedness arising under a nuclear fuel financing facility (including, repayment without limitation, any Indebtedness represented by the nuclear fuel financing portion of the New Credit Agreement, if issued); provided, however, that an amount equal to the amount of such nuclear fuel financing facility (after deduction for any transaction costs) shall be applied first pursuant to the Plan or retirement to redeem Retained Bonds pursuant to the Plan and thereafter to retire Investor Series Bonds then Outstanding through open market purchases of such Bonds (or, if such Indebtedness is incurred more than 60 days from the Initial Issuance Date, such amount shall be used within 45 days of the receipt thereof by the Company to retire Investor Series Bonds then Outstanding through open market purchases of such Bonds); (iv) Indebtedness arising under an accounts receivable financing facility and/or contract payments financing facility; provided, however, that the net proceeds (after deduction for any transaction costs) from such facility shall be used within 45 days of the receipt thereof by the Company to retire Investor Series Bonds then Outstanding through open market purchases of such Bonds; (v) any Indebtedness (not otherwise arising under clauses (iii) and (iv) above) issued to a bank or other commercial lender (including, without limitation, Indebtedness represented by the working capital portion of the New Credit Agreement, if issued); provided, however, that any advances thereunder which shall result at any time in an amount outstanding in excess of $50,000,000 thereunder (after deduction for any transaction costs) shall be applied first pursuant to the Plan or to redeem Retained Bonds pursuant to the Plan and thereafter to retire Investor Series Bonds then Outstanding through open market purchases of such Bonds (or, if such amount is incurred more than 60 days after the Initial Issuance Date, such amount shall be used within 45 days of receipt by the Company to retire Investor Series Bonds then Outstanding through open market purchases of such Bonds); (vi) the incurrence by the Company or any of its Subsidiaries of Indebtedness represented by Capital Lease Obligations, mortgage financings or purchase money obligations, or extensions, refunding, renewals or replacements thereof, in each case incurred for the purpose of financing all or any part of the purchase price or cost of construction or improvement of property used in the business of the Company or such Subsidiary, in an aggregate principal amount not to exceed $5,000,000 at any time outstanding; (vii) the incurrence by the Company or any of its Subsidiaries of (A) Permitted Refinancing Indebtedness in exchange for, or the net proceeds of which are used to extend, refinance, renew, replace, defease or refund, Indebtedness permitted under clause (ii) above, and (B) any Indebtedness in exchange for, or the net proceeds of which are used to extend, refinance, renew, replace, defease or refund. Indebtedness permitted under clauses (iii), (iv) or (v) above so long as the principal amount of such Indebtedness does not exceed the principal amount of the Indebtedness so extended, refinanced, renewed, replaced, defeased or refunded (plus the amount of accrued interest and premiums, if any, thereon and the reasonable expenses incurred in connection therewith); (viii) the incurrence by the Company or any of its Subsidiaries of intercompany Indebtedness between and among the Company and any of its Wholly Owned Subsidiaries; provided, however, that (A) any subsequent issuance or transfer of Equity Interests that results in any such Indebtedness being held by a Person other than a Wholly Owned Subsidiary and (B) any sale or other transfer of any other such Indebtedness to a Person that is not either the Company or a Wholly Owned Subsidiary shall be deemed, in each case, to constitute an incurrence of such Indebtedness by the Company since or such Subsidiary, as the first day of such four-quarter period as if such Indebtedness was incurred, repaid or retired at the beginning of such four-quarter period (except that, in making such computation, the amount of Indebtedness under any revolving credit facility shall be computed based upon the average daily balance of such Indebtedness during such four-quarter period)case may be; (iiiix) in the case of Acquired Debt, the related acquisition; and (iv) any acquisition or disposition incurrence by the Company and its Subsidiaries of any company or any business or any assets out of the ordinary course of business, or any related repayment of Indebtedness, in each case since the first day of such four-quarter period, assuming such acquisition or disposition and any such related payments had been consummated on the first day of such four-quarter period), would be at least 2.0:1. The Company will not permit any of its Subsidiaries of Hedging Obligations that are incurred for the purpose of fixing or hedging interest rate risk with respect to incur any floating rate Indebtedness that is permitted by the terms of the Indenture to be outstanding; (other x) Bonds issued from time to time to secure the obligations of the Company under (A) each New Facility Agreement, (B) the pollution control bonds for which the Maricopa Reimbursement Agreement and/or Farmington Reimbursement Agreement provides credit support, or (C) any financing entered into in connection with the extension, refinancing, renewal or reminding of all or part of the Indebtedness under such New Facility Agreement, the Indebtedness in respect of such pollution control bonds for which such New Facility Agreement provides credit support, or the Indebtedness under such extension, refinancing, renewal or refunding; provided, however, that each such Bond shall by its terms provide that it shall be deemed paid in full at such time as the Company’s obligations referenced in the above subclauses (A), (B) or (C) of this clause (x) which such Bond is intended to secure, as the case may be, are paid in full and discharged, and that any payment made in respect of such Bond shall be deemed a payment made in respect of such underlying obligation which such Bond is intended to secure; and (xi) Subordinated Indebtedness incurred after the third anniversary of the Initial Issuance Date for the purpose of financing the redemption or repurchase of any Series A Preferred Stock of the Company, provided that (A) the principal amount of such Subordinated Indebtedness does not exceed the aggregate redemption or repurchase price of such Series A Preferred Stock (plus accrued dividends thereon and reasonable expenses incurred in connection therewith), (B) the interest rate on such Subordinated Indebtedness shall not exceed the dividend or coupon rate payable in respect of such Series A Preferred Stock, and (C) the maturity date of such Subordinated Indebtedness shall be no sooner than Permitted Subsidiary Indebtedness)the mandatory redemption date for the Series A Preferred Stock occurring in the year 2008.

Incurrence of Indebtedness. The Company will shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, issue, incur, assume, guarantee or otherwise in any manner become directly or indirectly liable for the payment of or otherwise suffer with respect to exist (collectively, “incur”), any Indebtedness (including any Acquired Debt), other than Permitted Indebtedness, unless such Indebtedness is incurred by the Company and the Company’s 's Debt to Consolidated Fixed Charge Coverage Cash Flow Ratio for the its four full fiscal quarters for which financial results are available ending immediately preceding prior to the date such additional Indebtedness is created, incurred, issued, assumed or guaranteed would have been no greater than 6 to 1, and such Indebtedness is not senior in right of incurrence of payment to the Securities; provided that such Indebtedness, taken as one period calculation shall give effect to (and after giving pro forma effect to: (iA) the incurrence of such any Indebtedness and (if applicable) after giving effect to the application of the net proceeds therefromthereof) in connection with the simultaneous acquisition of any person, including business, property or assets and (B) the Consolidated Cash Flow generated by such acquired person, business, property or assets, giving effect in each case to refinance other such incurrence of Indebtedness, application of proceeds and Consolidated Cash Flow as if such Indebtedness was incurred, and the application of such proceeds occurred, acquisition had occurred at the beginning of such four-four quarter period. For purposes of the foregoing provision, cash flow generated by any acquired person, business, property or asset shall be determined on the same basis as the definition of Consolidated Cash Flow and shall be based on the actual earnings before interest, taxes, depreciation and amortization of such acquired person, business, property or asset during the immediately preceding four full fiscal quarters plus (y) (i) the savings in cost of goods sold that would have resulted during that period from the effect of using the Company's actual costs for comparable goods and services during that period and (ii) other savings in cost of goods sold or eliminations of selling, general and administrative expenses as determined by the Company in good faith in its consideration of such acquisitions and consistent with the Company's experiences in acquisitions of similar businesses minus (z) the incremental expenses that would be included in cost of goods sold and selling, general and administrative expenses that would have been incurred by the Company in the operation of such acquired person, business, property or assets during such period. The foregoing limitations shall not apply to the incurrence of (i) Indebtedness pursuant to the Credit Facilities (provided that the principal amount of such Indebtedness shall not exceed $1.65 billion, less the amount of all repayments made in respect of term loans and of all permanent commitment reductions with respect to revolving loans (except to the extent, and only to the extent, that any required repayments of principal in connection with such commitment reduction are not made) made under the Credit Agreements (excluding such repayments and commitment reductions which occur substantially contemporaneously with a refinancing or a refunding thereof)), plus any amounts then available under clause (vi) of this paragraph; (ii) the incurrence, repayment or retirement of any other Indebtedness by the Company since the first day of such four-quarter period as if such Indebtedness was incurred, repaid or retired at the beginning of such four-quarter period (except that, in making such computation, the amount of Indebtedness under any revolving credit facility shall be computed based upon the average daily balance of such Indebtedness during such four-quarter period)Existing Indebtedness; (iii) in the case of Acquired Debt, the related acquisition; and (iv) any acquisition or disposition Indebtedness represented by the Company and its Subsidiaries of any company or any business or any assets out of the ordinary course of business, or any related repayment of Indebtedness, in each case since the first day of such four-quarter period, assuming such acquisition or disposition and any such related payments had been consummated on the first day of such four-quarter period), would be at least 2.0:1. The Company will not permit any of its Subsidiaries to incur any Indebtedness (other than Permitted Subsidiary Indebtedness).Outstanding

Incurrence of Indebtedness. The Company will shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, issue, incur, assume, guarantee or otherwise in any manner become directly or indirectly liable for the payment of or otherwise suffer with respect to exist (collectively, “incur”), any Indebtedness (including any Acquired Debt), other than Permitted Indebtedness, unless such Indebtedness is incurred by the Company and the Company’s Consolidated 's Fixed Charge Coverage Ratio for the its four full fiscal quarters for which financial results are available ending immediately preceding prior to the date of incurrence of such Indebtednessadditional Indebtedness is created, taken as one period (and after giving incurred, issued, assumed or guaranteed would have been at least 2.25 to 1 determined on a pro forma effect to: basis (i) the incurrence of such Indebtedness and (if applicable) the including a pro forma application of the net proceeds therefrom, including to refinance other of such Indebtedness, ) as if such the additional Indebtedness was had been created, incurred, and the application of such proceeds occurredissued, assumed or guaranteed at the beginning of such four-quarter period; . The foregoing limitations will not apply to the incurrence of (iii) Indebtedness pursuant to the incurrence, repayment or retirement of any other Indebtedness by Credit Facility (provided that the Company since the first day principal amount of such four-quarter period as if such Indebtedness was incurred, repaid or retired at shall not exceed the beginning aggregate amount of such four-quarter period (except that, in making such computation, the commitments under the Credit Facility on the Issue Date PLUS the amount of Indebtedness under any revolving the Credit Facility incurred (A) as additional Indebtedness permitted under clause (viii) of this paragraph and which reduces the amount of Indebtedness otherwise permitted under said clause (viii), (B) as additional Indebtedness permitted under the first paragraph of this Section 4.9 or (C) as reimbursement obligations with respect to letters of credit facility shall be computed based upon the average daily balance of such Indebtedness during such four-quarter periodpermitted under clause (vii) below); (ii) Existing Indebtedness; (iii) in Indebtedness represented by the case of Acquired Debt, the related acquisitionSecurities; and (iv) any acquisition Capital Lease Obligations; (v) Indebtedness constituting purchase money obligations for property acquired in the ordinary course of business or disposition by other similar financing transactions; (vi) Indebtedness incurred in connection with capital expenditures; (vii) Indebtedness constituting reimbursement obligations with respect to letters of credit, including, without limitation, letters of credit in respect of workers' compensation claims, issued for the account of the Company and its Subsidiaries of any company or any business or any assets out of a Restricted Subsidiary in the ordinary course of business, or other Indebtedness with respect to reimbursement-type obligations regarding workers' compensation claims; (viii) additional Indebtedness in an aggregate principal amount equal to the greater of (A) $75.0 million in the aggregate at any related repayment one time outstanding for the Company and its Restricted Subsidiaries and (B)(1) 10% of the Consolidated Net Worth of the Company at the time of incurrence by the Company and (2) 10% of the Consolidated Net Worth of any Restricted Subsidiary at the time of incurrence by such Restricted Subsidiary; (ix) Indebtedness created, incurred, issued, assumed or given in exchange for, or the proceeds of which are used to, extend, refinance, renew, replace, substitute or refund any Indebtedness permitted under the Indenture or any Indebtedness issued to so extend, refinance, renew, replace, substitute or refund such Indebtedness, including any additional Indebtedness incurred to pay premiums and fees in each case since connection therewith (the first day "Refinancing Indebtedness"); PROVIDED, that (A) the principal amount of such four-quarter periodRefinancing Indebtedness shall not exceed the outstanding principal amount of Indebtedness (including unused commitments) so extended, assuming refinanced, renewed, replaced, substituted or refunded plus any amounts incurred to pay premiums and fees in connection therewith, (B) in the case of Refinancing Indebtedness for Indebtedness permitted under clause (ii) of this paragraph, the Refinancing Indebtedness shall have an Average Life equal to or greater than the Average Life of the Indebtedness being extended, refinanced, renewed, replaced, substituted or refunded and (C) to the extent such acquisition Refinancing Indebtedness refinances Indebtedness subordinated to the Securities, such Refinancing Indebtedness is subordinated to the Securities at least to the same extent as the Indebtedness being extended, refinanced, renewed, replaced, substituted or disposition refunded; and PROVIDED FURTHER that subclauses (B) and (C) of this clause (ix) will not apply to any refunding or refinancing of any Senior Indebtedness; (x) intercompany Indebtedness incurred in connection with Investments in Unrestricted Subsidiaries; PROVIDED that such Investments are permitted by each of Section 4.7 and Section 4.13 hereof; (xi) Indebtedness of any unconsolidated Subsidiary of the Company created after the Issue Date; PROVIDED that such Indebtedness is nonrecourse to the Company and its consolidated Restricted Subsidiaries and the Company and its consolidated Restricted Subsidiaries have no obligations with respect to such Indebtedness, (xii) Indebtedness under Currency Agreements and Interest Rate Agreements; PROVIDED that in the case of Currency Agreements which relate to other Indebtedness, such Currency Agreements do not increase the Indebtedness of the Company outstanding other than as a result of fluctuations in foreign currency exchange rates; (xiii) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently (except in the case of daylight overdrafts, which will not be, and will not be deemed to be, inadvertent) drawn against insufficient funds in the ordinary course of business; (xiv) Indebtedness of an entity at the time it is acquired as a Restricted Subsidiary; PROVIDED that such Indebtedness was not incurred or assumed by such entity in connection with or in anticipation of such acquisition; (xv) Indebtedness between the Company and any such related payments had been consummated on Restricted Subsidiary or between Restricted Subsidiaries, (xvi) guarantees by Restricted Subsidiaries of Indebtedness of the first day Company or any Restricted Subsidiary if the Indebtedness so guaranteed is permitted under this Indenture; and (xvii) the Company's Obligations arising from the repurchase, redemption or other acquisitions of such four-quarter period), would be at least 2.0:1. The Company will not permit any of its Subsidiaries Equity Interests from management investors to incur any Indebtedness (other than Permitted Subsidiary Indebtedness)the extent permitted by Section 4.7.