Common use of Limitation on Indebtedness Clause in Contracts

Limitation on 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 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 (the “Incurrence Date”), 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 Indebtedness, 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).

Limitation on Indebtedness. The Company will not create, issueCreate, incur, assume, guarantee assume or otherwise in any manner become directly or indirectly liable for the payment of or otherwise suffer to exist (collectively, “incur”), any Indebtedness of the Borrower or any of its Subsidiaries, except Indebtedness of the Borrower or such Subsidiary incurred: (including a) under the Loan Documents, (b) in the form of reverse repurchase transactions, Swap Obligations, Interest Rate Agreements, derivatives, or other transactions entered into primarily for investment purposes which have the effect of borrowing, provided that the notional value of all Swap Obligations shall not exceed $50 million at any Acquired Indebtedness)time, other than Permitted Indebtedness(c) pursuant to the Note Purchase Agreement, unless such (d) any additional unsecured Indebtedness is incurred by that the Company and Borrower may issue from time to time provided that the Company’s Consolidated Fixed Charge Asset Coverage Ratio is greater than 350% at the time of issue taking into account such issuance, and no Default or Event of Default is then existing or would be caused thereby and Borrower has certified the same to Lenders and Agent, and provided further that the net proceeds (after payment of premium, fees and expenses) of such issuances not used to refinance then existing unsecured indebtedness shall be used to repay the Loans and other amounts due under this Agreement until paid in full, provided such 350% condition precedent and use of proceeds requirement may be waived with Required Lenders’ consent, or (e) secured Indebtedness the aggregate principal amount of which is not outstanding for more than 60 days and which does not exceed five percent (5%) of the four full fiscal quarters for which financial results are available immediately preceding Borrower’s Total Assets at the date time of incurrence of such Indebtedness (the “Incurrence DatePermitted Secured 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 thatand, in making such computationeach case, 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) which is not otherwise prohibited by law, is in the case of Acquired Indebtedness, 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 and is not in contravention of Indebtedness, the Borrower’s Prospectus and in each the 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 period6.2(a), would be at least 2.0:1. The Company will not permit any (c), (d) and (e) is reflected properly as Senior Securities representing Indebtedness of its Subsidiaries to incur any Indebtedness (other than Permitted Subsidiary Indebtedness)the Borrower in the calculation of the Asset Coverage Ratio.

Limitation on Indebtedness. (a) The Company will not, and will not createpermit any of its Restricted Subsidiaries to, 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”), Incur any Indebtedness (including any Acquired Indebtedness), other than Permitted Indebtedness, unless such Indebtedness is incurred by except that the Company and any Guarantor may Incur Indebtedness (including any Acquired Indebtedness) and any Restricted Subsidiary that is not a Guarantor may Incur Acquired Indebtedness if, in each case, the Company’s Consolidated Fixed Charge Coverage Ratio for the Company for the four full fiscal quarters for which financial results are available immediately preceding the date of incurrence Incurrence of such Indebtedness (the “Incurrence Date”), taken as one period (and after giving pro forma effect to: to (i) the incurrence Incurrence of such Indebtedness and (if applicable) the application of the net proceeds therefrom, including to refinance other Indebtedness, as if such Indebtedness was incurredIncurred, and the application of such proceeds occurred, at the beginning of such four-quarter period; (ii) the incurrenceIncurrence, repayment or retirement of any other Indebtedness by the Company and its Restricted Subsidiaries since the first day of such four-quarter period as if such Indebtedness was incurredIncurred, 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 Indebtedness, the related acquisitionacquisition as if such acquisition occurred at the beginning of such four-quarter period; and (iv) any acquisition or disposition by the Company and its Restricted Subsidiaries of any company or any business or any assets out of the ordinary course of business, whether by merger, stock purchase or sale or asset purchase or sale, 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 ) is equal to at least 2.0:1. The Company will not permit any of its Subsidiaries to incur any Indebtedness (other than Permitted Subsidiary Indebtedness)2.00:1.00.

Limitation on Indebtedness. The Company will shall not, and shall not permit any Restricted Subsidiary to, create, incur, issue, incur, assume, guarantee or otherwise in any manner become directly or indirectly liable for the payment of or otherwise suffer to exist (collectively, “collectively "incur”), ") any Indebtedness (including any Acquired Indebtedness), other than Permitted Indebtedness and Permitted Subsidiary Indebtedness, unless such Indebtedness is incurred by as the case may be; provided, however, that the Company and its Restricted Subsidiaries that are Subsidiary Guarantors may incur additional Indebtedness if (i) the Company’s '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 (the “Incurrence Date”and for which financial statements are available), taken as one period (and at the time of such incurrence, after giving pro forma effect to: (ix) the incurrence of such Indebtedness and (if applicable) the application of the net proceeds therefrom, including to refinance other IndebtednessIndebtedness or to acquire producing oil and natural gas Properties, as if such Indebtedness was incurred, had been incurred and the application of such proceeds occurred, had occurred at the beginning of such four-quarter period; (iiy) the incurrence, repayment or retirement of any other Indebtedness (including Permitted Indebtedness) by the Company or its Restricted Subsidiaries since the first day of such four-quarter period (including any other Indebtedness to be incurred concurrently with the incurrence of such Indebtedness) as if such Indebtedness was had been 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 Indebtedness, the related acquisition; and (ivz) any the acquisition (whether by purchase, merger or otherwise) or disposition (whether by sale, merger or otherwise) of any Person acquired or disposed of by the Company and or its Subsidiaries of any company or any business or any assets out of Restricted Subsidiaries, as the ordinary course of businesscase may be, or any related repayment of Indebtedness, in each case since the first day of such four-quarter period, assuming as if such acquisition or disposition and any such related payments had been consummated on occurred at the first day beginning of such four-quarter period), would be have been equal to at least 2.0:12.50 to 1.0 and (ii) no Default or Event of Default shall have occurred and be continuing at the time such additional Indebtedness is incurred or would occur as a consequence of the incurrence of the additional Indebtedness. The Company will not permit any For purposes of its Subsidiaries to incur any determining compliance with this Section 9.14, in the event that an item of Indebtedness (other including Acquired Indebtedness) meets the criteria of more than one of the categories of Permitted Indebtedness or Permitted Subsidiary Indebtedness), as applicable, or is entitled to be incurred pursuant to clauses (i) and (ii) of the proviso to the first sentence of the preceding paragraph of this Section 9.14, the Company may, in its sole discretion, classify (or later reclassify) in whole or in part such item of Indebtedness in any manner that complies with this Section 9.14 and such item of Indebtedness or a portion thereof may be classified (or later reclassified) in whole or in part as having been incurred under more than one of the applicable clauses of Permitted Indebtedness or Permitted Subsidiary Indebtedness or pursuant to clauses (i) and (ii) of the proviso to the first sentence of the preceding paragraph hereof. Accrual of interest, the accretion of accreted value and the payment of interest in the form of additional Indebtedness will not be deemed to be an incurrence of Indebtedness for purposes of this covenant.

Limitation on Indebtedness. (a) The Company will not, and will not createpermit any of its Restricted Subsidiaries to, 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”), Incur any Indebtedness (other than the Notes and Indebtedness existing on the Closing Date, including Acquired Indebtedness at United Artists Realty Company and United Artists Properties I Corp.); provided that the Company may Incur Indebtedness, and any Restricted Subsidiary may Incur Acquired Indebtedness), other than Permitted Indebtednessif, unless after giving effect to the Incurrence of such Indebtedness is incurred by the Company and the Company’s receipt and application of the proceeds therefrom, (i) the Consolidated Leverage Ratio would be less than 6:1 and (ii) the 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 (the “Incurrence Date”)for which internal financial statements are available, taken as one period (and after giving pro forma effect to: to (iA) 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 on the beginning first day of such four-quarter period; , (iiB) the incurrence, repayment or retirement of any other Indebtedness by the Company and its Restricted Subsidiaries since the first day of such four-quarter period as if such Indebtedness was incurred, repaid or retired at on the beginning first day 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 Indebtedness, the related acquisition; and (ivC) any the acquisition (whether by purchase, merger or otherwise) or disposition (whether by sale, merger or otherwise) of any company, entity or business acquired or disposed of by the Company and or its Subsidiaries of any company or any business or any assets out of Restricted Subsidiaries, as the ordinary course of businesscase may be, or any related repayment of Indebtedness, in each case since the first day of such four-quarter period, assuming as if such acquisition or disposition and any such related payments had been consummated occurred on the first day of such four-quarter period), would be have been at least 2.0:1equal to 1.75 to 1.0. The Notwithstanding the foregoing, the Company will and any Restricted Subsidiary (except as specified below) may Incur each and all of the following: (i) Indebtedness under the Credit Agreement in an aggregate principal amount outstanding at any time not permit to exceed $450 million, less any amount of its Subsidiaries such Indebtedness permanently repaid as provided under Section 1014 and less any Indebtedness Incurred in reliance on clause (ix) below; (ii) Indebtedness owed (A) to incur the Company or (B) to any Restricted Subsidiary; provided that any event which results in any such Restricted Subsidiary ceasing to be a Restricted Subsidiary or any subsequent transfer of such Indebtedness (other than Permitted to the Company or another Restricted Subsidiary) shall be deemed, in each case, to constitute an Incurrence of such Indebtedness not permitted by this clause (ii); (iii) Indebtedness issued in exchange for, or the net proceeds of which are used to refinance or refund, then outstanding Indebtedness (other than the Prop I Mortgage Notes and Indebtedness Incurred under clause (i), (ii), (iv), (vi) or (viii) of this paragraph) and any refinancings thereof in an amount not to exceed the amount so refinanced or refunded (plus premiums, prepayment penalties, accrued interest, fees and expenses); provided that Indebtedness the proceeds of which are used to refinance or refund the Notes or Indebtedness that is pari passu with, or subordinated in right of payment to, the Notes shall only be permitted under this clause (iii) if (A) in case the Notes are refinanced in part or the Indebtedness to be refinanced is pari passu with the Notes, such new Indebtedness, by its terms or by the terms of any agreement or instrument pursuant to which such new Indebtedness is outstanding, is expressly made pari passu with, or subordinate in right of payment to, the remaining Notes, (B) in case the Indebtedness to be refinanced is subordinated in right of payment to the Notes, such new Indebtedness, by its terms or by the terms of any agreement or instrument pursuant to which such new Indebtedness is issued or remains outstanding, is expressly made subordinate in right of payment to the Notes at least to the extent that the Indebtedness to be refinanced is subordinated to the Notes and (C) such new Indebtedness, determined as of the date of Incurrence of such new Indebtedness, does not mature prior to the Stated Maturity of the Indebtedness to be refinanced or refunded, and the Average Life of such new Indebtedness is at least equal to the remaining Average Life of the Indebtedness to be refinanced or refunded; and provided further that in no event may Indebtedness of the Company (other than Indebtedness in the form of a Guarantee of Indebtedness of a Restricted Subsidiary permitted to be incurred by such Subsidiary, which Guarantee is released upon a subsequent refinancing of such Subsidiary's Indebtedness) be refinanced by means of any Indebtedness of any Restricted Subsidiary pursuant to this clause (iii); (iv) Indebtedness (A) in respect of performance, bid, surety or appeal bonds provided in the ordinary course of business, (B) under Currency Agreements and Interest Rate Agreements; provided that such agreements (a) are designed solely to protect the Company or its Restricted Subsidiaries against fluctuations in foreign currency exchange rates or interest rates and (b) do not increase the Indebtedness of the obligor outstanding at any time other than as a result of fluctuations in foreign currency exchange rates or interest rates or by reason of fees, indemnities and compensation payable thereunder, and (C) arising from agreements providing for indemnification, adjustment of purchase price or similar obligations, or from Guarantees or letters of credit, surety bonds or bid or performance bonds securing any obligations of the Company or any of its Restricted Subsidiaries pursuant to such agreements, in any case Incurred in connection with the disposition of any business, assets or Restricted Subsidiary (other than Guarantees of Indebtedness Incurred by any Person acquiring all or any portion of such business, assets or Restricted Subsidiary for the purpose of financing such acquisition), in a principal amount not to exceed the gross proceeds actually received by the Company or any Restricted Subsidiary in connection with such disposition; (v) Indebtedness of the Company, to the extent the net proceeds thereof are promptly (A) used to purchase Notes tendered in an Offer to Purchase made as a result of a Change in Control or (B) deposited to defease the Notes as described below under Section 1402; (vi) Guarantees of the Notes and Guarantees of Indebtedness of the Company by any Restricted Subsidiary provided the Guarantee of such Indebtedness is permitted by and made in accordance with Section 1015; (vii) Indebtedness represented by Capitalized Leases, mortgage financings or purchase money obligations Incurred to finance all or any part of the purchase price or cost of construction or improvement of property in an aggregate principal amount outstanding at any time (together with any refinancings thereof) not to exceed $25 million; (viii) Indebtedness (in addition to Indebtedness permitted under clauses (i) through (vii) above and clause (ix) below) (A) of the Company in an aggregate principal amount outstanding at any time not to exceed $50 million and (B) of the Company or any Restricted Subsidiaries in an aggregate principal amount outstanding at any time not to exceed $15 million, and (ix) Indebtedness Incurred to extend, renew, refinance or replace any Indebtedness in respect of the Prop I Mortgage Notes outstanding on the Closing Date or any Indebtedness Incurred to extend, renew, refinance or replace any such Indebtedness so Incurred (including successive extensions, renewals, refinancings and replacements thereof).

Limitation on Indebtedness. (a) The Company will shall not, and shall not permit any Restricted Subsidiary to, create, incur, issue, incur, assume, guarantee or otherwise in any manner become directly or indirectly liable for the payment of or otherwise suffer to exist (collectively, “collectively "incur”), ") any Indebtedness (including any Acquired Indebtedness), other than Permitted Indebtedness and Permitted Subsidiary Indebtedness, unless such Indebtedness is incurred by as the case may be; provided, however, that the Company and its Restricted Subsidiaries that are Subsidiary Guarantors may incur Indebtedness if (i) the Company’s '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 (the “Incurrence Date”and for which financial statements are available), taken as one period (and at the time of such incurrence, after giving pro forma effect to: (ix) the incurrence of such Indebtedness and (if applicable) the application of the net proceeds therefrom, including to refinance other IndebtednessIndebtedness or to acquire producing oil and gas Properties, as if such Indebtedness was incurred, had been incurred and the application of such proceeds occurred, had occurred at the beginning of such four-quarter period; (iiy) the incurrence, repayment or retirement of any other Indebtedness (including Permitted Indebtedness) by the Company or its Restricted Subsidiaries since the first day of such four-quarter period (including any other Indebtedness to be incurred concurrent with the incurrence of such Indebtedness) as if such Indebtedness was had been 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 Indebtedness, the related acquisition; and (ivz) any notwithstanding clause (d) of the definition of Consolidated Net Income, the acquisition (whether by purchase, merger or otherwise) or disposition (whether by sale, merger or otherwise) of any Person acquired or disposed of by the Company and or its Subsidiaries of any company or any business or any assets out of Restricted Subsidiaries, as the ordinary course of businesscase may be, or any related repayment of Indebtedness, in each case since the first day of such four-quarter period, assuming as if such acquisition or disposition and any such related payments had been consummated on occurred at the first day beginning of such four-quarter period), would be have been equal to at least 2.0:1. The Company will not permit any 2.5 to 1.0 and (ii) no Default or Event of its Subsidiaries to incur any Default shall have occurred and be continuing at the time such additional Indebtedness (other than Permitted Subsidiary is incurred or would occur as a consequence of the incurrence of the additional Indebtedness).

Limitation on Indebtedness. The Company will shall not, and shall not permit any Restricted Subsidiary to, create, issue, incur, assume, guarantee or otherwise in any manner become directly or indirectly liable for the payment of of, or otherwise suffer to exist incur (collectively, “"incur”"), any Indebtedness (including any Acquired Indebtedness), other than Permitted Indebtedness; provided, unless however, that (i) the Company and any Guarantor may incur Indebtedness (including Acquired Indebtedness) and (ii) any Restricted Subsidiary may incur Acquired Indebtedness (provided that such Acquired Indebtedness is was not incurred by the Company and acquired Person or the Company’s Person from whom the applicable assets were acquired, in connection with or in contemplation of such acquisition by such Restricted Subsidiary) if, in either case, at the time of such incurrence the 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 (the “Incurrence Date”)Indebtedness, taken as one period (and after giving pro forma effect to: 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 on the beginning first day of such four-quarter period; , (ii) the incurrence, repayment or retirement of any other Indebtedness by the Company or its Restricted Subsidiaries since the first day of such four-quarter period as if such Indebtedness was incurred, repaid or retired at on the beginning first day of such four-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); ) and (iii) in the case of Acquired Indebtednessacquisition (whether by purchase, the related acquisition; and (ivmerger or otherwise) any acquisition or disposition (whether by sale, merger or otherwise) of any company, entity or business acquired or disposed of by the Company and or its Subsidiaries of any company or any business or any assets out of Restricted Subsidiaries, as the ordinary course of businesscase may be, or any related repayment of Indebtedness, in each case since the first day of such four-quarter period, assuming as if such acquisition or disposition and any such related payments had been consummated occurred on the first day of such four-quarter period), would be have been at least 2.0:1. The Company will not permit any of its Subsidiaries equal to incur any Indebtedness (other than Permitted Subsidiary Indebtedness)2.0 to 1.0.

Limitation on 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 liable, contingently or otherwise suffer (in each case, to exist (collectively, “incur”), for the payment of any Indebtedness (including any Acquired Indebtedness), ) other than Permitted Indebtedness; provided, unless such Indebtedness is incurred by however, that (i) 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 any Subsidiary Guarantor will be permitted to incur Indebtedness (the “Incurrence Date”including Acquired Indebtedness), taken as one period and (and ii) a Restricted Subsidiary will be permitted to incur Acquired Indebtedness, if in each case, after giving pro forma effect to: to (i1) 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, were incurred at the beginning of the four full fiscal quarters immediately preceding such four-quarter incurrence, taken as one period; (ii2) the incurrence, repayment or retirement of any other Indebtedness by the Company and its Restricted Subsidiaries 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 Indebtedness, the related acquisition; and (iv3) any acquisition Asset Sale 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 Asset Acquisition occurring since the first day of such four-quarter period, assuming period (including to the date of calculation) as if such acquisition or disposition and any such related payments had been consummated on occurred at the first day beginning of such four-quarter period), would be the Consolidated Fixed Charge Coverage Ratio of the Company is at least 2.0:1. The Company will not permit any of its Subsidiaries to incur any Indebtedness (other than Permitted Subsidiary Indebtedness)2:1.

Limitation on Indebtedness. The Company will shall not, and shall not permit any of its Restricted Subsidiaries to, create, issue, incur, assume, or directly or indirectly guarantee or otherwise in any other manner become directly or indirectly liable for the payment of of, or otherwise suffer to exist incur (collectively, “"incur”"), any Indebtedness (including any Acquired Indebtedness), ) other than Permitted Indebtedness. Notwithstanding the foregoing, unless such Indebtedness is incurred by the Company and the Company’s Consolidated Fixed Charge Coverage Ratio for Subsidiary Guarantors may incur Indebtedness if, at the four full fiscal quarters for which financial results are available immediately preceding the date of incurrence time of such Indebtedness (the “Incurrence Date”), taken as one period event (and after giving pro forma effect to: on a PRO FORMA basis 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 or its Restricted Subsidiaries 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); and (iii) in the case of Acquired Indebtednessacquisition (whether by purchase, the related acquisition; and (ivmerger or otherwise) any acquisition or disposition (whether by sale, merger or otherwise) of any Company, entity or business acquired or disposed of by the Company and or its Subsidiaries of any company or any business or any assets out of Restricted Subsidiaries, as the ordinary course of businesscase may be, or any related repayment of Indebtedness, in each case since the first day of such four-quarter period, assuming period as if such acquisition or disposition had occurred at the beginning of such four-quarter period), the Consolidated Fixed Charge Coverage Ratio of the Company for the four full fiscal quarters immediately preceding such event, taken as one period and any calculated on the assumption that such related payments Indebtedness had been consummated incurred on the first day of such four-quarter periodperiod and, in the case of Acquired Indebtedness, on the assumption that the related acquisition (whether by means of purchase, merger or otherwise) also had occurred on such date, with such PRO FORMA adjustments as may be determined in accordance with GAAP and the rules, regulations and guidelines of the Commission (including without limitation Article 11 of Regulation S-X), would be have been at least 2.0:1. The Company will not permit any of its Subsidiaries equal to incur any Indebtedness (other than Permitted Subsidiary Indebtedness)2.0 to 1 through July 31, 1999 and 2.25 to 1 thereafter.

Limitation on 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 liable, contingently or otherwise (in each case, to "incur"), for the payment of or otherwise suffer to exist (collectively, “incur”), any Indebtedness (including any Acquired Indebtedness), ) other than Permitted Indebtedness; provided, unless such Indebtedness is incurred by however, that (i) 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 any Guarantor will be permitted to incur Indebtedness (the “Incurrence Date”including Acquired Indebtedness), taken as one period and (and ii) a Restricted Subsidiary will be permitted to incur Acquired Indebtedness, if in each case, after giving pro forma effect to: to (i1) 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, were incurred at the beginning of the four full fiscal quarters immediately preceding such four-quarter incurrence, taken as one period; (ii2) the incurrence, repayment or retirement of any other Indebtedness or any obligations giving rise to Consolidated Rental Payments by the Company and its Restricted Subsidiaries since the first day of such four-quarter period as if such Indebtedness was or obligations were 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-four- quarter period); (iii) in the case of Acquired Indebtedness, the related acquisition; and (iv3) any acquisition Asset Sale 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 Asset Acquisition occurring since the first day of such four-quarter period, assuming period (including to the date of calculation) as if such acquisition or disposition and any such related payments had been consummated on occurred at the first day beginning of such four-four- quarter period), would be the Consolidated Fixed Charge Coverage Ratio of the Company is at least 2.0:1. The Company will not permit any of its Subsidiaries to incur any Indebtedness (other than Permitted Subsidiary Indebtedness)2:1.

Limitation on Indebtedness. (a) The Company will not, and will not createpermit any of its Restricted Subsidiaries to, 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”), Incur any Indebtedness (including any Acquired Indebtedness), other than Permitted Indebtednessthe Notes and Indebtedness existing on the Closing Date); provided that the Company may Incur Indebtedness if, unless after giving effect to the Incurrence of such Indebtedness is incurred by and the receipt and application of the proceeds therefrom, the Consolidated Leverage Ratio would be positive and (i) with respect to any Incurrence occurring from the Closing Date through January 1, 1999, greater than zero and less than 5.5:1 and (ii) with respect to any Incurrence occurring thereafter, greater than zero and less than 5.0:1. Notwithstanding the foregoing, the Company and any Restricted Subsidiary (except as specified below) may Incur each and all of the following: (i) Indebtedness of the Company (Guaranteed by Subsidiaries of the Company’s Consolidated Fixed Charge Coverage Ratio for ) outstanding at any time in an aggregate principal amount not to exceed the four full fiscal quarters for greater of (x) $55 million and (y) 80% of the consolidated net book value of the accounts receivable and 25% of the net book value of the inventory, in each case of the Company and its Restricted Subsidiaries as set forth on the consolidated balance sheet of the Company then most recently filed pursuant to Section 4.18, less any amount of such Indebtedness permanently repaid as provided under Section 4.11; (ii) Indebtedness owed (A) to the Company evidenced by an unsubordinated promissory note or (B) to any Restricted Subsidiary; provided that any event which financial results are available immediately preceding the date of incurrence in any such Restricted Subsidiary ceasing to be a Restricted Subsidiary or any subsequent transfer of such Indebtedness (other than to the “Company or another Restricted Subsidiary) shall be deemed, in each case, to constitute an Incurrence Date”), 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; not permitted by this clause (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) Indebtedness issued in exchange for, or the net proceeds of which are used to refinance or refund, then outstanding Indebtedness (other than Indebtedness Incurred under clause (i), (ii), (iv), (vi), (viii), (x) or (xi) of this paragraph) and any refinancings thereof in an amount not to exceed the amount so refinanced or refunded (plus premiums, accrued interest, fees and expenses); provided that Indebtedness the proceeds of which are used to refinance or refund the Notes or Indebtedness that is pari passu with, or subordinated in right of payment to, the Notes shall only be permitted under this clause (iii) if (A) in case of Acquired the Notes are refinanced in part or the Indebtedness to be refinanced is pari passu with the Notes, such new Indebtedness, by its terms or by the related acquisitionterms of any agreement or instrument pursuant to which such new Indebtedness is outstanding, is expressly made pari passu with, or subordinate in right of payment to, the remaining Notes, (B) in case the Indebtedness to be refinanced is subordinated in right of payment to the Notes, such new Indebtedness, by its terms or by the terms of any agreement or instrument pursuant to which such new Indebtedness is issued or remains outstanding, is expressly made subordinate in right of payment to the Notes at least to the extent that the Indebtedness to be refinanced is subordinated to the Notes and (C) such new Indebtedness, determined as of the date of Incurrence of such new Indebtedness, does not mature prior to the Stated Maturity of the Indebtedness to be refinanced or refunded, and the Average Life of such new Indebtedness is at least equal to the remaining Average Life of the Indebtedness to be refinanced or refunded; and provided further that in no event may Indebtedness of the Company be refinanced by means of any Indebtedness of any Restricted Subsidiary pursuant to this clause (iii); (iv) any acquisition Indebtedness (A) in respect of performance, surety or disposition by the Company and its Subsidiaries appeal bonds or letters of any company or any business or any assets out of credit supporting trade payables, in each case provided in the ordinary course of business, (B) under Currency Agreements and Interest Rate Agreements; provided that such agreements (1) are designed solely to protect the Company or its Restricted Subsidiaries against fluctuations in foreign currency exchange rates or interest rates and (2) do not increase the Indebtedness of the obligor outstanding at any related repayment time other than as a result of Indebtednessfluctuations in foreign currency exchange rates or interest rates or by reason of fees, in each case since indemnities and compensation payable thereunder; and (C) arising from agreements providing for indemnification, adjustment of purchase price or similar obligations, or from Guarantees or letters of credit, surety bonds or performance bonds securing any obligations of the first day of such four-quarter period, assuming such acquisition Company 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 Restricted Subsidiaries pursuant to incur such agreements, in any Indebtedness case Incurred in connection with the disposition of any business, assets or Restricted Subsidiary (other than Permitted Guarantees of Indebtedness Incurred by any Person acquiring all or any portion of such business, assets or Restricted Subsidiary Indebtednessfor the purpose of financing such acquisition)., in a principal amount not to exceed the gross proceeds actually received by the Company or any Restricted Subsidiary in connection with such disposition; (v) Indebtedness of the Company, to the extent the net proceeds thereof are promptly (A) used to purchase Notes tendered in an Offer to Purchase made as a result of a Change in Control or (B) deposited to defease the Notes as described in Article Eight; (vi) Guarantees of the Notes and Guarantees of Indebtedness of the Company by any Restricted Subsidiary, provided the Guarantee of such Indebtedness is permitted by and made in accordance with Section 4.07; (vii) Indebtedness Incurred to finance the cost (including, without limitation, the cost of design, development, construction, acquisition, installation or integration) of network assets used in the telecommunications business (including, without limitation, ownership interests in minimum investment units or indefeasible rights of use); (viii) Indebtedness of the Company, not to exceed at any one time outstanding, 2 times the (A) Net Cash Proceeds received by the Company after the Closing Date as a capital contribution or from the issuance and sale of its Capital Stock (other than Disqualified Stock) to a Person that is not a Subsidiary of the Company, to the extent such Net Cash Proceeds have not been used pursuant to clause (C)(2) of the first paragraph or clause (iii), (iv) or (vi) of the second paragraph of Section 4.04 to make a Restricted Payment and (B) 80% of the fair market value of property (other than cash and cash equivalents) received by the Company after the Closing Date from a contribution of capital or the sale of its Capital Stock (other than Disqualified Stock) to a Person that is not a Subsidiary of the Company, to the extent such capital contribution or sale of Capital Stock has not been used pursuant to clause (iii), (iv) or (ix) of the second paragraph of Section 4.04 to make a Restricted Payment; provided that such Indebtedness does not mature prior to the Stated Maturity of the Notes and has an Average Life longer than the Notes; (ix) Indebtedness of the Company Incurred to finance capital expenditures in an amount not to exceed $5 million in any given fiscal year of the Company; (x) Indebtedness of Foreign Subsidiaries, not to exceed $5 million at any one time outstanding; and (xi) Indebtedness of the Company (in addition to Indebtedness permitted under clauses (i) through (x)

Limitation on Indebtedness. (a) The Company will not, and will not createpermit any of its Restricted Subsidiaries to, 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”), Incur any Indebtedness (including any Acquired Indebtedness), other than Permitted Indebtedness, unless such Indebtedness is incurred by except that the Company and any Guarantor may Incur Indebtedness (including any Acquired Indebtedness) and any Restricted Subsidiary that is not a Guarantor may Incur Acquired Indebtedness if, in each case, the Company’s Consolidated Fixed Charge Coverage Ratio for the Company for the four full fiscal quarters for which financial results are available immediately preceding the date of incurrence Incurrence of such Indebtedness (the “Incurrence Date”), taken as one period (and after giving pro forma effect to: to (i) the incurrence Incurrence of such Indebtedness and (if applicable) the application of the net proceeds therefrom, including to refinance other Indebtedness, as if such Indebtedness was incurredIncurred, and the application of such proceeds occurred, at the beginning of such four-quarter period; (ii) the incurrenceIncurrence, repayment or retirement of any other Indebtedness by the Company and its Restricted Subsidiaries since the first day of such four-four- quarter period as if such Indebtedness was incurredIncurred, 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 Indebtedness, the related acquisitionacquisition as if such acquisition occurred at the beginning of such four-quarter period; and (iv) any acquisition or disposition by the Company and its Restricted Subsidiaries of any company or any business or any assets out of the ordinary course of business, whether by merger, stock purchase or sale or asset purchase or sale, 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 ) is equal to at least 2.0:1. The Company will not permit any of its Subsidiaries to incur any Indebtedness (other than Permitted Subsidiary Indebtedness)2.00:1.00.

Limitation on Indebtedness. The Company will not, and will not cause or permit any of its Restricted Subsidiaries to, create, issue, incur, assume, guarantee or otherwise in any manner become directly or indirectly liable for the payment of or otherwise suffer to exist incur, contingently or otherwise (collectively, “incur”), any Indebtedness (including any Acquired Indebtedness), other than Permitted Indebtedness, unless such Indebtedness is incurred by the Company and or any Restricted Subsidiary and, in each case, the Company’s Consolidated Fixed Charge Coverage Ratio for the most recent four full fiscal quarters for which financial results statements are available immediately preceding the date of incurrence of such Indebtedness (the “Incurrence Date”), taken as one period (and after giving is at least equal to or greater than 2.00 to 1.00, 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 therefrom and the income and assets of any acquired Person that becomes a Restricted Subsidiary in connection with the transaction resulting in Acquired Indebtedness), as if such the additional Indebtedness was had been incurred, and the application of such the proceeds occurredtherefrom, at the beginning of such four-quarter period; (ii) the incurrenceand, 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 Indebtedness, the related acquisitiontransaction resulting in Acquired Indebtedness had been completed and had occurred at the beginning of such four-fiscal-quarter period. Notwithstanding the foregoing, the Company and, to the extent specifically set forth below, the Restricted Subsidiaries may incur each and all of the following (collectively, the “Permitted Indebtedness”): Indebtedness incurred pursuant to Credit Facilities by the Company or any Guarantor (and Guarantees of such Indebtedness by any Subsidiaries that have become Guarantors); provided that immediately after giving pro forma effect to any such incurrence, and, in the case of Acquired Indebtedness, the transaction resulting in Acquired Indebtedness (including a pro forma application of the net proceeds therefrom and the income and assets of the acquired Person), the aggregate principal amount of all Indebtedness incurred under this clause (ivi) and then outstanding does not exceed $100.0 million; Indebtedness of the Company pursuant to the Securities in an aggregate principal amount not to exceed $75.0 million and Indebtedness of any acquisition Guarantor pursuant to a Guarantee of the Securities; Indebtedness of the Company or disposition any Restricted Subsidiary represented by Capital Lease Obligations and Purchase Money Obligations for the purpose of financing the purchase, lease or improvement of property (real or personal) or equipment of the Company and its Restricted Subsidiaries incurred in the ordinary course of business not to exceed $5.0 million at any one time outstanding; Indebtedness of the Company and the Restricted Subsidiaries outstanding at the Issue Date (other than Indebtedness described in clauses (i) and (ii) of this definition), including, without limitation, to the extent constituting Indebtedness, the obligation of ViSalus to consummate the ViSalus Redemption and the Company’s guaranty of such obligation; provided, further, that nothing contained in this Section 10.08 shall, or shall be interpreted to, limit the transactions constituting the ViSalus Recapitalization; Indebtedness of the Company owing to a Restricted Subsidiary; provided that any Indebtedness of the Company owing to a Restricted Subsidiary that is not a Guarantor is made pursuant to an intercompany note in the form attached as Annex A to this Indenture and is unsecured and is subordinated in right of payment from and after such time as the Securities shall become due and payable (whether at Stated Maturity, acceleration or otherwise) to the payment and performance of the Company’s obligations under the Securities; provided, further, that any disposition, pledge or transfer of any company such Indebtedness to a Person (other than a disposition, pledge or transfer to a Restricted Subsidiary) shall be deemed to be an incurrence of such Indebtedness by the Company or other obligor not permitted by this clause (v); Indebtedness of a Restricted Subsidiary owing to the Company or another Restricted Subsidiary; provided that any such Indebtedness is made pursuant to an intercompany note in the form attached as Annex A to this Indenture; provided, further, that (a) any disposition, pledge or transfer of any such Indebtedness to a Person (other than a disposition, pledge or transfer to the Company or a Restricted Subsidiary) shall be deemed to be an incurrence of such Indebtedness by the obligor not permitted by this clause (vi), and (b) any transaction pursuant to which any Restricted Subsidiary, which has Indebtedness owing to the Company or any business other Restricted Subsidiary, ceases to be a Restricted Subsidiary shall be deemed to be the incurrence of Indebtedness by such Restricted Subsidiary that is not permitted by this clause (vi); Guarantees of any Restricted Subsidiary made in accordance with the provisions of Section 10.13; obligations of the Company or any Restricted Subsidiary entered into in the ordinary course of business (a) pursuant to Interest Rate Agreements designed to protect the Company or any Restricted Subsidiary against fluctuations in interest rates in respect of Indebtedness of the Company or any Restricted Subsidiary, (b) under any Currency Hedging Agreements, relating to (1) Indebtedness of the Company or any Restricted Subsidiary and/or (2) obligations to purchase or sell assets out or properties, in each case, incurred in the ordinary course of business of the Company or any Restricted Subsidiary and (c) Commodity Price Protection Agreements entered into in the ordinary course of business to protect against fluctuations in commodity prices and not for speculation; Indebtedness of the Company or any of its Restricted Subsidiaries constituting reimbursement obligations with respect to letters of credit issued in the ordinary course of business, including, without limitation, letters of credit in respect of workers’ compensation claims or any related repayment self-insurance, or other Indebtedness with respect to reimbursement type obligations regarding workers’ compensation claims; Indebtedness arising from agreements of Indebtednessthe Company or a Restricted Subsidiary providing for indemnification, earn outs, adjustments of purchase price or similar obligations, in each case case, incurred or assumed in connection with the disposition of any business, assets or a Restricted Subsidiary; provided, however, that such Indebtedness is not reflected on the balance sheet of the Company or any Restricted Subsidiary (contingent obligations referred to in a footnote to financial statements and not otherwise reflected on the balance sheet will not be deemed to be reflected on such balance sheet for purposes of this clause (x)); Indebtedness solely in respect of surety, performance or appeal bonds, to the extent that such incurrence does not result in the incurrence of any obligation for the payment of borrowed money to others; Indebtedness evidenced by the ViSalus Promissory Notes; provided that any such Indebtedness has a Stated Maturity after the final Stated Maturity of the principal of the Securities and is not redeemable at the option of the holder thereof or otherwise required to be repaid at any time on or prior to the final Stated Maturity of the principal of the Securities; any renewals, extensions, substitutions, refundings, refinancings or replacements (a “refinancing”) of any Indebtedness described in paragraph (a) of this Section 10.08 and clauses (ii), (iii), (iv), (xii) and (xiv) of this paragraph (b) of this definition of “Permitted Indebtedness,” including any successive refinancings so long as the borrower under such refinancing is the Company or, if not the Company, the same as the borrower of the Indebtedness being refinanced and the aggregate principal amount of Indebtedness represented thereby (or if such Indebtedness provides for an amount less than the principal amount thereof to be due and payable upon a declaration of acceleration of the maturity thereof, the original issue price of such Indebtedness plus any accreted value attributable thereto since the first day original issuance of such four-quarter period, assuming such acquisition or disposition and any such related payments had been consummated Indebtedness) is not increased to a principal amount in excess of the principal amount on the first day Issue Date, plus the amount of premium or other payment actually paid at such time to refinance the Indebtedness, plus the amount of expenses of the Company incurred in connection with such refinancing and (1) in the case of any refinancing of Indebtedness that is Subordinated Indebtedness, such new Indebtedness is made subordinated to the Securities at least to the same extent as the Indebtedness being refinanced and (2) in the case of Senior Indebtedness or Subordinated Indebtedness, as the case may be, such refinancing does not reduce the Average Life to Stated Maturity or the Stated Maturity of such four-quarter period)Indebtedness; other Indebtedness in an amount not to exceed $9,000,000 at any one time outstanding. For purposes of determining compliance with this Section 10.08, would in the event that an item of Indebtedness meets the criteria of more than one of the types of Indebtedness permitted by this Section 10.08, the Company in its sole discretion shall classify or reclassify such item of Indebtedness and only be at least 2.0:1required to include the amount of such Indebtedness as one of such types. The Company Accrual of interest, accretion or amortization of original issue discount and the payment of interest on any Indebtedness in the form of additional Indebtedness with the same terms, will not permit any be deemed to be an incurrence of its Subsidiaries to incur any Indebtedness (other than Permitted Subsidiary Indebtedness)for purposes of this covenant; provided, in each such case, that the amount thereof is included in Consolidated Interest Expense of the Company as accrued.

Limitation on Indebtedness. (a) The Company will not, and will not createpermit any of its Restricted Subsidiaries to, 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”), Incur any Indebtedness (including any Acquired Indebtedness), other than Permitted Indebtednessthe Notes, unless the Note Guarantees and Indebtedness existing on the Closing Date); provided that the Company may Incur Indebtedness if, after giving effect to the Incurrence of such Indebtedness is incurred by and the receipt and application of the proceeds therefrom, the Interest Coverage Ratio would be greater than 3:1. Notwithstanding the foregoing, the Company and any Restricted Subsidiary (except as specified below) may Incur each and all of the Company’s Consolidated Fixed Charge Coverage Ratio for following: (i) Indebtedness of the four full fiscal quarters for Company or any Restricted Subsidiary that is a Guarantor outstanding at any time under the Credit Agreement; provided, that after giving effect to the Incurrence of any such Indebtedness, the book value of assets of the Company not subject to any Lien (other than Liens described in clauses (i) through (v), (xiii) and (xvi) of the definition of "Permitted Liens") shall not be less than $125 million; (ii) Indebtedness owed (A) to the Company evidenced by an unsubordinated promissory note or (B) to any of its Restricted Subsidiaries; provided that any event which financial results are available immediately preceding the date of incurrence in any such Restricted Subsidiary ceasing to be a Restricted Subsidiary or any subsequent transfer of such Indebtedness (other than to the “Company or another Restricted Subsidiary) shall be deemed, in each case, to constitute an Incurrence Date”), 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; not permitted by this clause (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) Indebtedness issued in exchange for, or the net proceeds of which are used to refinance or refund, then outstanding Indebtedness Incurred under clause (v) of this paragraph and any refinancings thereof in an amount not to exceed the amount so refinanced or refunded (plus premiums, accrued interest, fees and expenses); provided that Indebtedness the proceeds of which are used to refinance or refund the Notes or Indebtedness that is pari passu with, or subordinated in right of payment to, the Notes or Note Guarantees shall only be permitted under this clause (iii) if (A) in case the Notes are refinanced in part or the Indebtedness to be refinanced is pari passu with the Notes or Note Guarantees, such new Indebtedness, by its terms or by the terms of any agreement or instrument pursuant to which such new Indebtedness is outstanding, is expressly made pari passu with, or subordinate in right of payment to, the remaining Notes or Note Guarantees, as the case may be, (B) in case the Indebtedness to be refinanced is subordinated in right of Acquired payment to the Notes or Note Guarantees, as the case may be, such new Indebtedness, by its terms or by the related acquisitionterms of any agreement or instrument pursuant to which such new Indebtedness is issued or remains outstanding, is expressly made subordinate in right of payment to the Notes or the Note Guarantees, as the case may be, at least to the extent that the Indebtedness to be refinanced is subordinated to the Notes or the Note Guarantees, as the case may be, and (C) such new Indebtedness, determined as of the date of Incurrence of such new Indebtedness, does not mature prior to the Stated Maturity of the Indebtedness to be refinanced or refunded, and the Average Life of such new Indebtedness is at least equal to the remaining Average Life of the Indebtedness to be refinanced or refunded; and provided further that in no event may Indebtedness of the Company be refinanced by means of any Indebtedness of any Restricted Subsidiary pursuant to this clause (iii) (other than pursuant to an Offer to Purchase); (iv) any acquisition Indebtedness (A) in respect of performance, surety or disposition by the Company and its Subsidiaries of any company or any business or any assets out of appeal bonds provided in the ordinary course of business, (B) under Currency Agreements and Interest Rate Agreements; provided that such agreements (a) are designed solely to protect the Company or its Restricted Subsidiaries against fluctuations in foreign currency exchange rates or interest rates and (b) do not increase the Indebtedness of the obligor outstanding at any related repayment time other than as a result of Indebtednessfluctuations in foreign currency exchange rates or interest rates or by reason of fees, in each case since indemnities and compensation payable thereunder; and (C) arising from agreements providing for indemnification, adjustment of purchase price or similar obligations, or from Guarantees or letters of credit, surety bonds or performance bonds securing any obligations of the first day of such four-quarter period, assuming such acquisition Company 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 Restricted Subsidiaries pursuant to incur such agreements, in any Indebtedness case Incurred in connection with the disposition of any business, assets or Restricted Subsidiary (other than Permitted Guarantees of Indebtedness Incurred by any Person acquiring all or any portion of such business, assets or Restricted Subsidiary Indebtednessfor the purpose of financing such acquisition), in a principal amount not to exceed the gross proceeds actually received by the Company or any Restricted Subsidiary in connection with such disposition; (v) Indebtedness of the Company, to the extent the net proceeds thereof are promptly (A) used to purchase Notes tendered in an Offer to Purchase made as a result of a Change in Control or (B) deposited to defease the Notes as described below under "Defeasance"; (vi) Guarantees of the Notes, Guarantees by the Company or Restricted Subsidiaries of Indebtedness of ATA under the Credit Agreement, and Guarantees of Indebtedness of the Company by any Restricted Subsidiary provided the Guarantee of such Indebtedness is permitted by and made in accordance with Section 4.07; (vii) Indebtedness of the Company or any Restricted Subsidiary Incurred to finance the cost of aircraft, engines and buyer-furnished equipment attached thereto or incorporated therein; provided, that such Indebtedness is created solely for the purpose of financing the costs (including transaction costs and the costs of improvement or construction) of property or assets and is incurred prior to, at the time of or within 12 months after, the later of the acquisition, the completion of construction or the commencement of full operation of such property or assets, and (b) the principal amount of such Indebtedness does not exceed 100% of such costs; and (viii) Indebtedness of the Company (in addition to Indebtedness permitted under clauses (i) through (vii) above) in an aggregate principal amount outstanding at any time not to exceed $10 million.

Limitation on Indebtedness. (a) The Company will shall not, and shall not createpermit any of its Restricted Subsidiaries to, 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”), Incur any Indebtedness (including any Acquired Indebtedness), other than Permitted Indebtednessthe Notes and Indebtedness existing on the Closing Date); provided that the Company may Incur Indebtedness if, unless after giving effect to the Incurrence of such Indebtedness is incurred by and the receipt and application of the proceeds therefrom, the Consolidated Leverage Ratio would be greater than zero and less than 6:1. Notwithstanding the foregoing, the Company and any Restricted Subsidiary (except as 42 specified below) may Incur each and all of the Company’s Consolidated Fixed Charge Coverage Ratio for following: (i) Indebtedness outstanding at any time in an aggregate principal amount not to exceed $100.0 million, less any amount of such Indebtedness permanently repaid as provided under Section 4.11; (ii) Indebtedness owed (A) to the four full fiscal quarters for Company evidenced by a promissory note or (B) to any Restricted Subsidiary; provided that any event which financial results are available immediately preceding the date of incurrence in any such Restricted Subsidiary ceasing to be a Restricted Subsidiary or any subsequent transfer of such Indebtedness (other than to the “Company or another Restricted Subsidiary) shall be deemed, in each case, to constitute an Incurrence Date”), 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; not permitted by this clause (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) Indebtedness issued in exchange for, or the net proceeds of which are used to refinance or refund, then outstanding Indebtedness (other than Indebtedness Incurred under clause (i), (ii), (iv), (vi) or (ix) of this paragraph) and any refinancings thereof in an amount not to exceed the amount so refinanced or refunded (plus premiums, accrued interest, fees and expenses); provided that Indebtedness the proceeds of which are used to refinance or refund the Notes or Indebtedness that is pari passu with, or subordinated in right of payment to, the Notes shall only be permitted under this clause (iii) if (A) in case of Acquired the Notes are refinanced in part or the Indebtedness to be refinanced is pari passu with the Notes, such new Indebtedness, by its terms or by the related acquisitionterms of any agreement or instrument pursuant to which such new Indebtedness is outstanding, is expressly made pari passu with, or subordinate in right of payment to, the remaining Notes, (B) in case the Indebtedness to be refinanced is subordinated in right of payment to the Notes, such new Indebtedness, by its terms or by the terms of any agreement or instrument pursuant to which such new Indebtedness is issued or remains outstanding, is expressly made subordinate in right of payment to the Notes at least to the extent that the Indebtedness to be refinanced is subordinated to the Notes and (C) such new Indebtedness, determined as of the date of Incurrence of such new Indebtedness, does not mature prior to the Stated Maturity of the Indebtedness to be refinanced or refunded, and the Average Life of such new Indebtedness is at least equal to the remaining Average Life of the Indebtedness to be refinanced or refunded; and provided that in no event may Indebtedness of the Company be refinanced by means of any Indebtedness of any Restricted Subsidiary pursuant to this clause (iii); (iv) any acquisition or disposition by the Company Indebtedness (A) in respect of performance, surety, appeal bonds and its Subsidiaries of any company or any business or any assets out of completion guaranties provided in the ordinary course of business, (B) under Currency Agreements and Interest Rate Agreements; provided that such agreements (a) are designed solely to protect the Company or its Restricted Subsidiaries against fluctuations in foreign currency exchange rates or interest rates and (b) do not increase the Indebtedness of the obligor outstanding at any related repayment time other than as a result of Indebtednessfluctuations in foreign currency exchange rates or interest rates or by reason of fees, in each case since indemnities and compensation payable thereunder, and (C) arising from agreements providing for indemnification, adjustment of purchase price or similar obligations, or from Guarantees or letters of credit, surety bonds or performance bonds securing any obligations of the first day of such four-quarter period, assuming such acquisition Company 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 Restricted Subsidiaries pursuant to incur such agreements, in any Indebtedness case Incurred in connection with the disposition of any business, assets or Restricted Subsidiary (other than Guarantees of Indebtedness Incurred by any Person acquiring all or any portion of such business, assets or Restricted Subsidiary for the purpose of financing such acquisition), in a principal amount not to exceed the gross proceeds actually received by the Company or any Restricted Subsidiary in connection with such disposition; (v) Indebtedness of the Company, to the extent the net proceeds thereof are promptly (A) used to purchase Notes tendered in an Offer to Purchase made as a result of a Change in Control or (B) deposited to defease the Notes pursuant to Article Eight; (vi) Guarantees of the Notes and Guarantees of Indebtedness of the Company by any Restricted Subsidiary provided the Guarantee of such Indebtedness is permitted by and made in accordance with Section 4.07; (vii) Indebtedness (including Guarantees) Incurred to finance the cost (including the cost of design, development, acquisition, construction, installation, improvement, transportation or integration) to acquire equipment, inventory or network assets (including acquisitions by way of acquisitions of real property, leasehold improvements, Capitalized Leases and acquisitions of the Capital Stock of a Person that becomes a Restricted Subsidiary to the extent of the fair market value of the equipment, inventory or network assets so acquired) by the Company or a Restricted Subsidiary after the Closing Date; (viii) Indebtedness of the Company not to exceed, at any one time outstanding, two times (A) the Net Cash Proceeds received by the Company after the Closing Date as a capital contribution or from the issuance and sale of its Capital Stock (other than Disqualified Stock) to a Person that is not a Subsidiary of the Company, to the extent such capital contribution or Net Cash Proceeds have not been used pursuant to clause (C)(2) of the first paragraph or clause (iii), (iv), (vi) or (vii) of the second paragraph of Section 4.04 or clause (ix) of the definition of Permitted Investments to support the making of a Restricted Payment and (B) 80% of the fair market value of property (other than cash and Temporary Cash Investments) received by the Company after the Closing Date from the sale of its Capital Stock (other than Disqualified Stock) to a Person that is not a Subsidiary of the Company, to the extent such capital contribution or sale of Capital Stock has not been used pursuant to clause (iii), (iv), (vi) or (vii) of the second paragraph of Section 4.04 to make a Restricted Payment, provided that such Indebtedness does not mature prior to the Stated Maturity of the Notes and has an Average Life longer than the remaining Average Life of the Notes; (ix) Indebtedness Incurred by the Company or any of its Restricted Subsidiaries constituting reimbursement obligations with respect to letters of credit in the ordinary course of business, including, without limitation, letters of credit in respect of workers' compensation claims or self insurance, or other Indebtedness with respect to reimbursement type obligations regarding workers' compensation claims; provided that upon the drawing of such letters of credit or the Incurrence of such Indebtedness), such obligations are reimbursed within 30 days following the earlier of such drawing or Incurrence; (x) Acquired Indebtedness; (xi) Strategic Subordinated Indebtedness; and (xii) Subordinated Indebtedness of the Company (in addition to Indebtedness permitted under clauses (i) through (xi) above) in an aggregate principal amount outstanding at any time not to exceed $100 million, less any amount of such Indebtedness permanently repaid as provided under Section 4.11.

Limitation on Indebtedness. The Company will shall not, and --------------------------- shall not createpermit any of its Subsidiaries to, issue, incur, assume, guarantee or otherwise in any manner become directly or indirectly liable for the payment of or otherwise suffer to exist (collectivelyindirectly, “incur”), Incur any Indebtedness (including any Acquired Indebtedness), ) other than Permitted Indebtedness; provided, unless such Indebtedness is incurred by however, that the Company and its Subsidiaries may Incur -------- ------- Indebtedness (including Acquired Indebtedness) if: (i) the Company’s Consolidated Fixed Charge Interest 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 additional Indebtedness (the “is Incurred would have been at least 1.75 to 1.00 with respect to any Incurrence Date”)on or before January 15, taken as one period (and after giving 2001, or at least 2.00 to 1.00 thereafter, 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 Net Proceeds therefrom, including to refinance other Indebtedness), as if such the additional Indebtedness was incurred, and the application of such proceeds occurred, had been Incurred at the beginning of such four-quarter period; and (ii) no Default or Event of Default (except any as may be cured through the incurrence, repayment or retirement application of any other Indebtedness by the Company since the first day proceeds of such four-quarter period Indebtedness) shall have occurred and be continuing or would occur as if such Indebtedness was incurred, repaid or retired at the beginning a consequence thereof. For purposes of such four-quarter period (except that, in making such computation, the determining any particular amount of Indebtedness under any revolving this Section 4.03, Guarantees, Liens or Obligations with respect to letters of credit facility supporting Indebtedness otherwise included in the determination of such particular amount shall not be computed based upon included. For purposes of determining compliance with this Section 4.03, in the average daily balance event that an item of Indebtedness meets the criteria of more than one of the types of Indebtedness described in the definition of Permitted Indebtedness, the Company, in its sole discretion, shall classify such item of Indebtedness and shall only be required to include the amount and type of such Indebtedness during such four-quarter period); (iii) in the case of Acquired Indebtedness, 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 one 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)clauses.

Limitation on Indebtedness. (a) The Company Borrower will not, and will not createpermit any of its Restricted Subsidiaries to, 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”), Incur any Indebtedness (including any Acquired Indebtedness), other than Permitted except that the Borrower and any Guarantor may Incur Indebtedness (including any Acquired Indebtedness) and any Restricted Subsidiary that is not a Guarantor may Incur Acquired Indebtedness if, unless such Indebtedness is incurred by in each case, the Company and the Company’s Consolidated Fixed Charge Coverage Ratio for the Borrower for the four full fiscal quarters for which financial results are available immediately preceding the date of incurrence Incurrence of such Indebtedness (the “Incurrence Date”), taken as one period (and after giving pro forma effect to: to (i) the incurrence Incurrence of such Indebtedness and (if applicable) the application of the net proceeds therefrom, including to refinance other Indebtedness, as if such Indebtedness was incurredIncurred, and the application of such proceeds occurred, at the beginning of such four-quarter period; (ii) the incurrenceIncurrence, repayment or retirement of any other Indebtedness by the Company Borrower and its Restricted Subsidiaries since the first day of such four-quarter period as if such Indebtedness was incurredIncurred, 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 Indebtedness, the related acquisitionacquisition as if such acquisition occurred at the beginning of such four-quarter period; and (iv) any acquisition or disposition by the Company Borrower and its Restricted Subsidiaries of any company or any business or any assets out of the ordinary course of business, whether by merger, stock purchase or sale or asset purchase or sale, 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 ) is equal to at least 2.0:1. The Company will not permit any of its Subsidiaries to incur any Indebtedness (other than Permitted Subsidiary Indebtedness)2.00:1.00.

Limitation on Indebtedness. (a) The Company will not, and will not createpermit any of its Subsidiaries to, 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”), Incur any Indebtedness except, subject to the provisions set forth in Section 909: (including any Acquired Indebtedness)i) Indebtedness of the Company or its Subsidiaries, other than Permitted Indebtedness, unless if immediately after giving effect to the Incurrence of such Indebtedness is incurred by and the receipt and application of the net proceeds thereof, the Consolidated Cash Flow Ratio of the Company and the Company’s Consolidated Fixed Charge Coverage Ratio for the four full fiscal quarters for which quarterly or annual financial results statements are available immediately next preceding the date of incurrence Incurrence of such Indebtedness (the “Incurrence Date”)Indebtedness, taken as one period (and after giving calculated on a 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, basis as if such Indebtedness was incurred, and the application of such proceeds occurred, had been incurred at the beginning of such four-quarter periodfour full fiscal quarters, would be greater than 2.00 to 1 if such Indebtedness is Incurred on or before December 31, 1997 and 2.25 to 1 if such Indebtedness is Incurred after December 31, 1997; (ii) Indebtedness of the incurrenceCompany, repayment and guarantees of such Indebtedness by any Guarantor, Incurred under the Senior Credit Facility in an aggregate principal amount at any one time not to exceed the greater of (x) $187.5 million or retirement (y) the sum of (A) 80% of Eligible Accounts Receivable and (B) 65% of Eligible Inventory; (iii) Indebtedness owed by the Company to any Wholly Owned Subsidiary of the Company (provided that such Indebtedness is at all times held by a -------- Person which is a Wholly Owned Subsidiary of the Company) or Indebtedness owed by a Subsidiary of the Company to the Company or a Wholly Owned Subsidiary of the Company (provided that such Indebtedness is at all times held by the Company -------- or a Person which is a Wholly Owned Subsidiary of the Company); provided, -------- however, upon either (x) the transfer or other disposition by such Wholly Owned ------- Subsidiary or the Company of any Indebtedness so permitted under this clause (iii) to a Person other than the Company or another Wholly Owned Subsidiary of the Company or (y) the issuance (other than directors' qualifying shares), sale, transfer or other disposition of shares of Capital Stock or other ownership interests (including by consolidation or merger) of such Wholly Owned Subsidiary to a Person other than the Company or another such Wholly Owned Subsidiary of the Company, the provisions of this clause (iii) shall no longer be applicable to such Indebtedness and such Indebtedness shall be deemed to have been Incurred at the time of any such issuance, sale, transfer or other disposition, as the case may be; (iv) Indebtedness Incurred by a Person prior to the time (x) such Person becomes a Subsidiary of the Company, (y) such Person merges into or consolidates with a Subsidiary of the Company or (z) another Sub- sidiary of the Company merges into or consolidates with such Person (in a transaction in which such Person becomes a Subsidiary of the Company), which Indebtedness was not Incurred in anticipation or contemplation of such transaction and was outstanding prior to such transaction; (v) Indebtedness of the Company or its Subsidiaries under any interest rate or currency swap agreement to the extent entered into to hedge any other Indebtedness permitted under this Indenture; (vi) Capital Lease Obligations of the Company or its Subsidiaries Incurred with respect to a Sale and Leaseback Transaction which was made in accordance with the provisions of Section 913; (vii) Indebtedness Incurred to renew, extend, refinance or refund (collectively for purposes of this clause (vii), to "refund") any Indebtedness outstanding on the Issue Date and Indebtedness Incurred under the prior clause (i) or the Securities; provided, however, that (x) such Indebtedness does not exceed the principal -------- ------- amount of Indebtedness so refunded plus the amount of any premium required to be paid in connection with such refunding pursuant to the terms of the Indebtedness refunded or the amount of any premium reasonably determined by the Company since as necessary to accomplish such refunding by means of a tender offer, exchange offer or privately negotiated repurchase, plus the first day expenses of the Company or such four-quarter period as if such Indebtedness was incurred, repaid or retired at the beginning of such four-quarter period Subsidiary Incurred in connection therewith and (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); (iiiy)(A) in the case of Acquired Indebtednessany refunding of Indebtedness which is pari passu with the Securities, such ---- ----- refunding Indebtedness is made pari passu with or subordinate in right of ---- ----- payment to the Securities, and, in the case of any refunding of Indebtedness which is subordinate in right of payment to the Securities, such refunding Indebtedness is subordinate in right of payment to the Securities on terms no less favorable to the Holders than those contained in the Indebtedness being refunded and (B) in either case, the related acquisitionrefunding Indebted ness by its terms, or by the terms of any agreement or instrument pursuant to which such Indebtedness is issued, does not have an Average Life that is less than the remaining Average Life of the Indebtedness being refunded and does not permit redemption or other retirement (including pursuant to any required offer to purchase to be made by the Company or a Subsidiary of the Company) of such Indebtedness at the option of the holder thereof prior to the final stated maturity of the Indebtedness being refunded, other than a redemption or other retirement at the option of the holder of such Indebtedness (including pursuant to a required offer to purchase made by the Company or a Subsidiary of the Company) which is conditioned upon a change of control of the Company pursuant to provisions substantially similar to those contained in Section 917; (viii) Indebtedness of the Company or its Subsidiaries Incurred for the purpose of financing all or any part of the purchase price or the cost of construction or improvement of any property, provided that the aggregate principal amount of such Indebtedness does not -------- exceed 100% of such purchase price or cost and any Lien associated with such Indebtedness complies with clause (iv) of Section 912; (ix) Indebtedness of the Company or its Subsidiaries not otherwise permitted to be Incurred pursuant to clauses (i) through (viii) above which, together with any other outstanding Indebtedness Incurred pursuant to this clause (ix), has an aggregate principal amount not in excess of $10 million at any time outstanding; and (ivx) any acquisition or disposition by Indebtedness of the Company and its Subsidiaries of any company or any business or any assets out of under the ordinary course of business, or any related repayment of Indebtedness, in each case since Securities and 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)Guarantees.

Limitation on Indebtedness. The Company will not No Credit Party shall, and no Credit Party shall permit any of its Restricted Subsidiaries to, create, issue, incur, assume, guarantee permit to exist, or otherwise in any manner become or remain directly or indirectly liable for the payment of or otherwise suffer to exist (collectively, “incur”)with respect to, any Indebtedness (including any Acquired Indebtedness), other than Permitted Indebtedness, unless such except: the Obligations; Indebtedness is of the Borrowers under (i) the Second Lien Notes incurred by on the Company Closing Date and (ii) Indenture Notes (as defined in the Company’s Consolidated Fixed Charge Coverage Intercreditor Agreement) and an Additional Second Lien Debt Facility (as defined in the Intercreditor Agreement) in each case incurred after the Closing Date, so long as, at the time of incurrence, the Secured Leverage Ratio for would be less than 3.75 to 1.00, as of the most recently completed period of four full fiscal quarters for which the financial results are available immediately preceding the date of incurrence of such Indebtedness (the “Incurrence Date”statements and certificates required by Sections 4.1(a) or 4.1(b), taken as one period (the case may be, and Section 4.2(b) have been delivered, on a pro forma basis, after giving pro forma effect to: (i) to the incurrence of such Indebtedness and (if applicable) the application of proceeds thereof (the net proceeds therefrom“Second Lien Cap”) and (iii) any Permitted Refinancing of such Indebtedness; Indebtedness existing on the Closing Date and set forth in Schedule 5.5 including Permitted Refinancings thereof; Indebtedness not to exceed the greater of (i) $10,000,000 in the aggregate at any time outstanding and (ii) 5.0% of Partnership’s Consolidated Net Tangible Assets, including consisting of Capital Lease Obligations or secured by Liens permitted by Section 5.1(h); unsecured intercompany Indebtedness permitted pursuant to refinance other Section 5.4(b); Subordinated Indebtedness and Senior Unsecured Indebtedness, in each case so long as, at the time of incurrence, the Fixed Charge Coverage Ratio would be at least 2.00 to 1.0 as if of the most recently completed period of four fiscal quarters for which financial statements and certificates required by Sections 4.1(a) or 4.1(b), as the case may be, and Section 4.2(b) have been delivered, on a pro forma basis, after giving effect to the incurrence of such Indebtedness was incurred, and the application of proceeds thereof and Permitted Refinancings thereof; any Indebtedness of any Credit Party or any Restricted Subsidiary that is assumed to finance the cost of Permitted Business Acquisitions to the extent all such proceeds occurred, Indebtedness at any one time outstanding does not exceed $10,000,000; Guarantees of any Credit Party in respect of Indebtedness otherwise permitted hereunder of any Credit Party; any Indebtedness arising from judgments or decrees not deemed to be a Default or Event of Default under Section 7.1(h); unsecured Indebtedness in respect of loans from a Governmental Authority in connection with economic development or incentive or alternative energy programs in an aggregate principal amount not in excess of $2,500,000 at any time outstanding; other Indebtedness not exceeding in the beginning aggregate at any time outstanding not to exceed the greater of such four-quarter period; (i) $30,000,000 and (ii) the incurrence, repayment or retirement 10% of any other Partnership’s Consolidated Net Tangible Assets; 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) relating to net hydrocarbon balancing positions arising in the case ordinary course of Acquired Indebtednessbusiness; Indebtedness in respect of bid, performance, surety and similar bonds issued for the related acquisition; account of Partnership and (iv) any acquisition or disposition by the Company and of its Subsidiaries of any company or any business or any assets out of in the ordinary course of business, including guarantees and obligations of Partnership 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 with respect to incur any Indebtedness letters of credit supporting such obligations (in each case other than Permitted an obligation for borrowed money); Indebtedness of Partnership or any Subsidiary Indebtedness)of Partnership consisting of obligations to pay insurance premiums or take-or-pay obligations contained in supply arrangements, including, without limitation, long-term off-take contracts for hydrocarbons, incurred in the ordinary course of business; Indebtedness issued by any Credit Party or any of their respective Restricted Subsidiaries to any current, future or former director, officer, consultant or employee of Partnership, GP, any direct or indirect parent of Partnership or any Restricted Subsidiary of Partnership, or their estates or the beneficiaries of such estates to finance the purchase, redemption, acquisition or retirement for value of equity interests in an aggregate principal amount at any time outstanding not to exceed $5,000,000 million at any time outstanding; and the Supplemental Purchase Price.

Limitation on Indebtedness. The (a) Other than the Securities and Indebtedness existing on the Closing Date, the Company will not, and will not createpermit any of the Restricted Subsidiaries to, issueIncur any Indebtedness; provided that the Company may Incur Indebtedness if, incur, assume, guarantee or otherwise in any manner become directly or indirectly liable for after giving effect to the payment Incurrence of or otherwise suffer to exist (collectively, “incur”), any Indebtedness (including any Acquired Indebtedness), other than Permitted Indebtedness, unless such Indebtedness is incurred by and the receipt and application of the proceeds therefrom, the Interest Coverage Ratio would be no less than 2.0:1. Notwithstanding the foregoing, the Company and any Restricted Subsidiary (except as specified below) may Incur each and all of the following: (i) Indebtedness of the Company or a Restricted Subsidiary if, after giving effect to the Incurrence of such Indebtedness and receipt and application of the proceeds therefrom, (A) the Interest Coverage Ratio would be no less than 2.0:1 and (B) the Consolidated Senior Indebtedness Interest Coverage Ratio would be no less than 4.0:1; provided that no Indebtedness may be incurred under this sub clause (a)(i) unless the Refinancing Condition has occurred or occurs simultaneously with the incurrence of any Indebtedness under this subclause (a)(i), and provided further that any Indebtedness incurred under this subclause (a)(i) may only be Incurred in connection with Asset Acquisitions; (ii) Indebtedness of the Company or a Restricted Subsidiary not to exceed the greater of (A) $50 million or (B) 2.75% of Adjusted Consolidated Net Tangible Assets; provided that any Indebtedness incurred or assumed under this subclause (a)(ii) may not be incurred or assumed in connection with the ACM Merger; (iii) Indebtedness owed: (A) to the Company by a Restricted Subsidiary which is evidenced by an unsubordinated promissory note, (B) to any Restricted Subsidiary by the Company’s Consolidated Fixed Charge Coverage Ratio for the four full fiscal quarters for , or (C) to a Restricted Subsidiary by a Restricted Subsidiary; provided that (I) any event which financial results are available immediately preceding the date of incurrence in any such Restricted Subsidiary ceasing to be a Restricted Subsidiary or any subsequent transfer of such Indebtedness (other than to the “Company or another Restricted Subsidiary) shall be deemed, in each case, to constitute an Incurrence Date”), taken as one period (and after giving pro forma effect to: (i) the incurrence of such Indebtedness not permitted by this subclause (a)(iii) and (II) if applicablethe Company is the obligor on such Indebtedness, such Indebtedness must be expressly subordinated in right of payment to the Securities, once they have become due and payable, whether at Stated Maturity, by acceleration or otherwise; (iv) the application of Indebtedness issued in exchange for, or the net proceeds therefrom, including of which are used to refinance or refund, then outstanding Indebtedness (other than Indebtedness outstanding under subclause (a)(iii)) and any refinancings thereof in an amount not to exceed the amount so refinanced or refunded (plus premiums, accrued interest, fees and expenses); provided that (A) Indebtedness the proceeds of which are used to refinance or refund the Securities or Indebtedness that is pari passu with, or subordinated in right of payment to, the Securities shall only be permitted under this subclause(a)(iv) if (I) in case the Securities are refinanced in part or the Indebtedness to be refinanced is pari passu with the Securities, such new Indebtedness, by its terms or by the terms of any agreement or instrument pursuant to which such new Indebtedness is outstanding, is expressly made pari passu with, or subordinate in right of payment to, the remaining Securities, or (II) in case the Indebtedness to be refinanced is subordinated in right of payment to the Securities, such new Indebtedness, by its terms or by the terms of any agreement or instrument pursuant to which such new Indebtedness is issued or remains outstanding, is expressly made subordinate in right of payment to the Securities at least to the extent that the Indebtedness to be refinanced is subordinated to the Securities; (B) such new Indebtedness, determined as if of the date of Incurrence of such new Indebtedness, does not have a Stated Maturity earlier than the Stated Maturity of the Indebtedness was incurredto be refinanced or refunded, and the application Average Life of such proceeds occurred, new Indebtedness is at least equal to the beginning remaining Average Life of the Indebtedness to be refinanced or refunded; and (C) such four-quarter period; (ii) the incurrence, repayment or retirement of any other new Indebtedness is Incurred by the Company since or by the first day Restricted Subsidiary that is the obligor on the Indebtedness to be refinanced or refunded; and provided further that in no event may Indebtedness of such four-quarter period as if such the Company be refinanced by means of any Indebtedness was incurred, repaid or retired at the beginning of such four-quarter period any Restricted Subsidiary pursuant to this subclause (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 perioda)(iv); (iiiv) Indebtedness (A) in the case respect of Acquired Indebtednessbid, the related acquisition; and (iv) any acquisition reimbursement, performance, surety or disposition by the Company and its Subsidiaries of any company appeal bonds or any business or any assets out of obligations provided in the ordinary course of business, including Guarantees and letters of credit functioning or any related repayment of Indebtedness, supporting these bonds or obligations (in each case since case, other than for an obligation for money borrowed); (B) under Currency Agreements, Commodity Agreements and Interest Rate Agreements; provided that such agreements (I) are designed solely to protect the first day Company or its Restricted Subsidiaries against fluctuations in foreign currency exchange rates, commodity prices or interest rates and (II) do not increase the Indebtedness of such four-quarter periodthe obligor outstanding at any time other than as a result of fluctuations in foreign currency exchange rates, assuming such acquisition interest rates or disposition commodity prices or by reason of fees, indemnities and compensation payable thereunder; and (C) arising from agreements providing for indemnification, adjustment of purchase price or similar obligations, or from Guarantees or letters of credit, surety bonds or performance bonds securing any such related payments had been consummated on obligations 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 Restricted Subsidiaries pursuant to incur such agreements, in any Indebtedness case Incurred in connection with the disposition of any business, assets or Restricted Subsidiary of the Company (other than Permitted Guarantees of Indebtedness Incurred by any Person acquiring all or any portion of such business, assets or Restricted Subsidiary Indebtednessof the Company for the purpose of financing such acquisition), in a principal amount not to exceed the gross proceeds actually received by the Company or any Restricted Subsidiary in connection with such disposition; (vi) Indebtedness of the Company, to the extent the net proceeds thereof are promptly (A) used to purchase Securities tendered in an Offer to Purchase made as a result of a Change in Control or (B) deposited to defease the Securities as allowed under Article Twelve hereof, (vii) Guarantees of the Securities and Guarantees of Indebtedness of the Company or any Restricted Subsidiary by any Restricted Subsidiary provided the Guarantee of such Indebtedness is permitted by and made in accordance with Section 1012; (viii) Guarantees by the Company of Indebtedness of any Restricted Subsidiary permitted hereunder.

Limitation on Indebtedness. (a) The Company will not, and will not createpermit any of its Restricted Subsidiaries to, 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”), Incur any Indebtedness (including any Acquired Indebtedness), other than Permitted Indebtedness, unless such Indebtedness is incurred by except that the Company and any Guarantor may Incur Indebtedness (including any Acquired Indebtedness) and any Restricted Subsidiary that is not a Guarantor may Incur Acquired Indebtedness if, in each case, the Company’s Consolidated Fixed Charge Coverage Ratio for the Company for the four full fiscal quarters for which financial results are available immediately preceding the date of incurrence Incurrence of such Indebtedness (the “Incurrence Date”), taken as one period (and after giving pro forma effect to: to (i) the incurrence Incurrence of such Indebtedness and (if applicable) the application of the net proceeds therefrom, including to refinance other Indebtedness, as if such Indebtedness was incurredIncurred, and the application of such proceeds occurred, at the beginning of such four-quarter period; (ii) the incurrenceIncurrence, repayment or retirement of any other Indebtedness by the Company and its Restricted Subsidiaries since the first day of such four-four- quarter period as if such Indebtedness was incurredIncurred, 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-four- quarter period); (iii) in the case of Acquired Indebtedness, the related acquisitionacquisition as if such acquisition occurred at the beginning of such four- quarter period; and (iv) any acquisition or disposition by the Company and its Restricted Subsidiaries of any company or any business or any assets out of the ordinary course of business, whether by merger, stock purchase or sale or asset purchase or sale, 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 ) is equal to at least 2.0:1. The Company will not permit any of its Subsidiaries to incur any Indebtedness (other than Permitted Subsidiary Indebtedness)2.00:1.00.

Limitation on Indebtedness. The Company will shall not, and shall not permit any of its subsidiaries (other than HGA or 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 or otherwise suffer with respect to exist (collectively, “'incur”), ') any Indebtedness (including any Acquired IndebtednessDebt), other than Permitted Indebtedness, unless such Indebtedness is incurred by the Company and the Company’s Consolidated Fixed Charge Cash Flow 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 additional Indebtedness (the “Incurrence Date”)is incurred would have been at least 1.0 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 and including, without limitation, the earnings of any business acquired by the Company with the proceeds therefrom), as if the additional Indebtedness had been incurred at the beginning of such four-quarter period. The foregoing limitation shall not prohibit: (a) the existence of the Existing Indebtedness; (b) if all or any portion of the principal amount of any Existing Indebtedness is repaid, from time to time on or after the date of this Second Supplemental Indenture, the incurrence by the Company and its subsidiaries of Indebtedness in an amount not to exceed at any one time outstanding the aggregate principal amount so repaid; (c) the incurrence by the Company of any Indebtedness to any of its subsidiaries or the incurrence by any subsidiary of the Company of any Indebtedness to the Company or any subsidiary of the Company; (d) the incurrence of Indebtedness (including Acquired Debt) by any subsidiary of the Company if such subsidiary, together with its consolidated subsidiaries, would have had a Cash Flow Coverage Ratio for such subsidiary's most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such Indebtedness is incurred by such subsidiary of at least 1.0 to refinance other Indebtedness1, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom and including, without limitation, the earnings of any business acquired by the Company with the proceeds therefrom), as if such additional Indebtedness was incurred, and the application of such proceeds occurred, had been incurred at the beginning of such four-quarter period; (iie) 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 Indebtedness, the related acquisition; and (iv) any acquisition or disposition incurrence by the Company and its Subsidiaries subsidiaries of additional Indebtedness in an amount not to exceed $50,000,000 at any company one time outstanding; (f) the incurrence by the 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 subsidiaries of Indebtedness issued in exchange for, or the proceeds of which are used to incur any extend, refinance, renew, replace or refund, Indebtedness referred to in clauses (other than Permitted Subsidiary Indebtedness).a) through (e) above; or

Limitation on Indebtedness. The Company will shall not, and shall not permit any Restricted Subsidiary to, create, incur, issue, incur, assume, guarantee or otherwise in any manner become directly or indirectly liable for the payment of or otherwise suffer to exist (collectively, “collectively "incur”), ") any Indebtedness (including any Acquired Indebtedness), other than Permitted Indebtedness and Permitted Subsidiary Indebtedness, unless such Indebtedness is incurred by as the case may be; provided, however, that the Company and its Restricted Subsidiaries that are Subsidiary Guarantors may incur additional Indebtedness if (i) the Company’s '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 (the “Incurrence Date”and for which financial statements are available), taken as one period (and at the time of such incurrence, after giving pro forma effect to: (iA) the incurrence of such Indebtedness and (if applicable) the application of the net proceeds therefrom, including to refinance other Indebtedness, therefrom as if such Indebtedness was incurred, had been incurred and the application of such proceeds occurred, had occurred at the beginning of such four-quarter period; (iiB) the incurrence, repayment or retirement of any other Indebtedness (including Permitted Indebtedness and Permitted Subsidiary Indebtedness) by the Company or its Restricted Subsidiaries since the first day of such four-quarter period (including any other Indebtedness to be incurred concurrent with the incurrence of such Indebtedness) as if such Indebtedness was had been 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 Indebtedness, the related acquisition; and (ivC) any notwithstanding clause (d) of the definition of Consolidated Net Income, the acquisition (whether by purchase, merger or otherwise) or disposition (whether by sale, merger or otherwise) of any Person acquired or disposed of by the Company and or its Subsidiaries of any company or any business or any assets out of Restricted Subsidiaries, as the ordinary course of businesscase may be, or any related repayment of Indebtedness, in each case since the first day of such four-quarter period, assuming as if such acquisition or disposition and any such related payments had been consummated on occurred at the first day beginning of such four-quarter period), would be have been equal to at least 2.0:1. The Company will not permit any 2.5 to 1.0 and (ii) no Default or Event of its Subsidiaries to incur any Indebtedness (other than Permitted Subsidiary Indebtedness)Default would occur or be continuing.

Limitation on 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 liable, contingently or otherwise (in each case, to "incur"), for the payment of or otherwise suffer to exist (collectively, “incur”), any Indebtedness (including any Acquired Indebtedness), ) other than Permitted Indebtedness; provided, unless such Indebtedness is incurred by however, -------- ------- that (i) 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 any Guarantor will be permitted to incur Indebtedness (the “Incurrence Date”including Acquired Indebtedness), taken as one period and (and ii) a Restricted Subsidiary will be permitted to incur Acquired Indebtedness, if in each case, after giving pro forma effect to: to (i1) 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, were incurred at the beginning of the four full fiscal quarters immediately preceding such four-quarter incurrence, taken as one period; (ii2) the incurrence, repayment or retirement of any other Indebtedness by the Company and its Restricted Subsidiaries 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 Indebtedness, the related acquisition; and (iv3) any acquisition Asset Sale 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 Asset Acquisition occurring since the first day of such four-quarter period, assuming period (including to the date of calculation) as if such acquisition or disposition and any such related payments had been consummated on occurred at the first day beginning of such four-quarter period), would be 120 the Consolidated Fixed Charge Coverage Ratio of the Company is at least 2.0:1. The Company will not permit any of its Subsidiaries to incur any Indebtedness (other than Permitted Subsidiary Indebtedness)2:1.

Limitation on Indebtedness. The Company will shall not, and shall not createpermit any of its Restricted Subsidiaries to, issue, incur, assume, guarantee or otherwise in any manner become directly or indirectly liable for the payment of or otherwise suffer to exist (collectivelyindirectly, “incur”), Incur any Indebtedness (including any Acquired Indebtedness), other than Permitted Indebtednessexcept: (i) Indebtedness of the Company or any of its Restricted Subsidiaries, unless if immediately after giving effect to the Incurrence of such Indebtedness is incurred by and the receipt and application of the net proceeds thereof, the Consolidated Cash Flow Ratio of the Company and the Company’s Consolidated Fixed Charge Coverage Ratio for a year consisting of the four full fiscal quarters for which quarterly or annual financial results statements are available immediately next preceding the date of incurrence Incurrence of such Indebtedness (the “Incurrence Date”), taken as one period (and after giving calculated on a pro forma effect to: (i) basis in accordance with Article 11 of Regulation S-X under the incurrence of such Indebtedness and (if applicable) the application of the net proceeds therefrom, including to refinance other Indebtedness, Securities Act or any successor provision 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 had been Incurred on the first day of such four-quarter period as if year) would be greater than 2.0 to 1.0; (ii) Indebtedness of the Company and its Restricted Subsidiaries Incurred under the Credit Agreement in an amount not to exceed $120.0 million in aggregate principal amount less the amount of any such Indebtedness was incurredthat is permanently repaid or, repaid or retired at the beginning of such four-quarter period (except that, in making such computationwithout duplication, the amount by which commitments thereunder are permanently reduced, in either case, from the proceeds of Indebtedness Asset Dispositions (it being understood that the amount incurred under any revolving credit facility shall the Credit Agreement may be computed based upon increased as a result of the average daily balance operation of such Indebtedness during such four-quarter periodclause (xv) below); (iii) Indebtedness owed by the Company to any direct or indirect Wholly Owned Subsidiary of the Company or Indebtedness owed by a direct or indirect Restricted Subsidiary of the Company to the Company or a direct or indirect Wholly Owned Subsidiary of the Company; provided, however, upon either (I) the transfer or other disposition by such direct or indirect Wholly Owned Subsidiary or the Company of any Indebtedness so permitted under this clause (iii) to a Person other than the Company or another direct or indirect Wholly Owned Subsidiary of the Company or (II) the issuance (other than directors' qualifying shares), sale, transfer or other disposition of shares of Capital Stock or other ownership interests (including by consolidation or merger) of such direct or indirect Wholly Owned Subsidiary to a Person other than the Company or another such Wholly Owned Subsidiary of the Company, the provisions of this clause (iii) shall no longer be applicable to such Indebtedness and such Indebtedness shall be deemed to have been Incurred at the time of any such issuance, sale, transfer or other disposition, as the case may be; (iv) Indebtedness of the Company or any Restricted Subsidiary under any interest rate or foreign currency hedge or exchange or other similar agreement to the extent entered into to hedge any other Indebtedness permitted under this Indenture (including the Securities); (v) Indebtedness Incurred to defer, renew, extend, replace, refinance or refund, whether under any amendment, supplement or otherwise (collectively for purposes of this clause (v), to "refund") any Indebtedness outstanding on the Issue Date (including Indebtedness under clause (xiv) below and Indebtedness under the Term Loan Facilities), any Indebtedness Incurred under the prior clause (i) above or the Securities and the Guarantees of the Securities; provided, however, that (I) such Indebtedness does not exceed the principal amount (or accrual amount, if less) of Indebtedness so refunded plus the amount of any premium required to be paid in connection with such refunding pursuant to the terms of the Indebtedness refunded or the amount of any premium reasonably determined by the issuer of such Indebtedness as necessary to accomplish such refunding by means of a tender offer, exchange offer, or privately negotiated repurchase, plus the expenses of such issuer reasonably incurred in connection therewith and (II)(A) in the case of Acquired Indebtednessany refunding of Indebtedness that is pari passu with the Securities, such refunding Indebtedness is made pari passu with or subordinate in right of payment to the Securities, and, in the case of any refunding of Indebtedness that is subordinate in right of payment to the Securities, such refunding Indebtedness is subordinate in right of payment to the Securities on terms no less favorable to the Holders of the Securities than those contained in the Indebtedness being refunded, (B) in either case, the related acquisition; refunding Indebtedness by its terms, or by the terms of any agreement or instrument pursuant to which such Indebtedness is issued, does not have an Average Life that is less than the remaining Average Life of the Indebtedness being refunded and does not permit redemption or other retirement (including pursuant to any required offer to purchase to be made by the Company or a Restricted Subsidiary of the Company) of such Indebtedness at the option of the holder thereof prior to the final stated maturity of the Indebtedness being refunded, other than a redemption or other retirement at the option of the holder of such Indebtedness (including pursuant to a required offer to purchase made by the Company or a Restricted Subsidiary of the Company) which is conditioned upon a change of control of the Company pursuant to provisions substantially similar to those contained in Section 4.14 and (ivC) any acquisition Indebtedness Incurred to refund any Indebtedness is Incurred by the obligor on the Indebtedness being refunded or disposition by the Company; provided, further, that clause (II) of the immediately preceding proviso shall not apply to any Indebtedness incurred to refinance term loans under the Credit Agreement outstanding on the Issue Date or to subsequent refinancings of any such refinancing Indebtedness; (vi) commodity agreements of the Company or any of its Restricted Subsidiaries to the extent entered into to protect the Company and its Restricted Subsidiaries from fluctuations in the prices of raw materials used in their businesses; (vii) Indebtedness of the Company under the Exchange Securities (as defined in the Registration Rights Agreement) and Indebtedness of the Guarantors under the Guarantees incurred in accordance with this Indenture; (viii) Indebtedness outstanding on the Issue Date; (ix) guarantees by the Company or its Restricted Subsidiaries of any company Indebtedness otherwise permitted to be incurred hereunder; (x) Indebtedness the net proceeds of which are applied to defease the Securities in their entirety; (xi) Indebtedness of the Company or any business of its Subsidiaries that is an endorsement of bank drafts and similar negotiable instruments for collection or deposit in the ordinary course of business; (xii) Indebtedness incurred by the Company or any assets out of its Restricted Subsidiaries constituting reimbursement obligations with respect to letters of credit issued in the ordinary course of business, including, without limitation, letters of credit in respect of workers' compensation claims or self-insurance, or other Indebtedness with respect to reimbursement type obligations regarding workers' compensation claims or self-insurance and obligations in respect of performance and surety bonds and completion guarantees provided by the Company or any related repayment Restricted Subsidiary of Indebtedness, the Company in each case since the first day ordinary course of such four-quarter period, assuming such acquisition or disposition business not in excess of $5.0 million; (xiii) guarantees by the Guarantors of the 11 1/4% Notes pursuant to the 11 1/4% Notes Indenture; (xiv) Indebtedness of PureTec and any such related payments had been consummated its subsidiaries outstanding on the first day Issue Date, including Indebtedness under any PS&T Notes which are not tendered pursuant to and remain outstanding following the PS&T Tender Offer; and (xv) Indebtedness of such four-quarter periodthe Company or its Restricted Subsidiaries not otherwise permitted to be Incurred pursuant to clauses (i) through (xiv) above which, together with any other outstanding Indebtedness Incurred pursuant to this clause (xv), would has an aggregate principal amount not in excess of $40.0 million at any time outstanding, which Indebtedness may be at least 2.0:1. The Company will not permit any of its Subsidiaries to incur any Indebtedness (other than Permitted Subsidiary Indebtedness)Incurred under the Credit Agreement or otherwise.

Limitation on Indebtedness. (a) The Company will not create, incur, issue, incur, assume, guarantee or otherwise in any manner become directly or indirectly liable for the payment of of, or otherwise suffer incur (collectively to exist (collectively, “"incur”), ") any Indebtedness (including any Acquired Indebtedness), other than Permitted Indebtedness, unless such Indebtedness is incurred by the Company and (x) the Company’s '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 (the “Incurrence Date”)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, incurred and the application of such proceeds occurred, occurred at the beginning of such four-quarter period; (ii) the incurrence, repayment or retirement of any other Indebtedness by the Company or its Restricted Subsidiaries 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); and (iii) in notwithstanding clause (d) of the case definition of Acquired IndebtednessConsolidated Adjusted Net Income, the related acquisition; and acquisition (ivwhether by purchase, merger or otherwise) any acquisition or disposition (whether by sale, merger or otherwise) of any company, entity or business acquired or disposed of by the Company and or its Subsidiaries of any company or any business or any assets out of Restricted Subsidiaries, as the ordinary course of businesscase may be, or any related repayment of Indebtedness, in each case since the first day of such four-quarter period, assuming as if such acquisition or disposition occurred at the beginning of such four-quarter period, reflecting, ---------- in the case of such an acquisition, any amount attributable to any operating expense that will be eliminated or cost reduction that will be realized (in each case, net of any operating expense or other cost increase) in connection with such acquisition, as determined in good faith by the chief financial officer of the Company in accordance with GAAP and any the rules, regulations and guidelines of the Commission, as if such related payments had been consummated on elimination of operating expense or the first day realization of such cost reductions were achieved at the beginning of such four-quarter period), would be have been at least 2.0:1. The Company will not permit any equal to 2.0 to 1, and (y) if such Indebtedness is Subordinated Indebtedness, such Indebtedness shall have an Average Life longer than the Average Life of its Subsidiaries to incur any Indebtedness (other the Securities and a final Stated Maturity of principal later than Permitted Subsidiary Indebtedness)the final Stated Maturity of principal of the Securities.

Limitation on Indebtedness. The Company will not, and will not permit any of its Restricted Subsidiaries to, create, issue, incur, assume, guarantee or otherwise in any manner become directly or indirectly liable for the payment of or otherwise suffer to exist incur (collectively, “"incur”"), any Indebtedness (including any Acquired Indebtedness but excluding Permitted Indebtedness), other than Permitted Indebtedness, unless such Indebtedness is incurred by the Company and or a Guarantor or constitutes Acquired Indebtedness of a Restricted Subsidiary (which is not a Guarantor) and, in each case, the Company’s 's Consolidated Fixed Charge Coverage Ratio for the four full fiscal quarters for which financial results statements are available immediately preceding the date of incurrence of such Indebtedness (the “Incurrence Date”), taken as one period (and after giving pro forma effect to: to (i) the incurrence of such Indebtedness and (if applicable) the application of the net proceeds therefrom, including to refinance the refinancing of other Indebtedness, as if such Indebtedness was incurred, and the application of such proceeds occurred, at on the beginning first day of such four-quarter applicable period; (ii) the incurrence, repayment or retirement of any other Indebtedness by the Company and its Restricted Subsidiaries since the first day of such four-quarter applicable period as if such Indebtedness was incurred, repaid or retired at the beginning of such four-quarter applicable 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 applicable period); (iii) in the case of Acquired Indebtedness or any acquisition occurring at the time of the incurrence of such Indebtedness, the related acquisition, assuming such acquisition had been consummated on the first day of such applicable period; and (iv) any acquisition or disposition by the Company and its Restricted Subsidiaries of any company or any business or any assets out of the ordinary course of business, whether by merger, stock purchase or sale or asset purchase or sale, or any related repayment of Indebtedness, in each case since the first day of such four-quarter applicable period, assuming such acquisition or disposition and any such related payments had been consummated on the first day of such four-quarter applicable period), would be ) is at least 2.0:1equal to or greater than 2.00 to 1. The 108 121 consummated on the first day of such applicable period; and (iv) any acquisition or disposition by the Company will not permit and its Restricted Subsidiaries of any company or any business or any assets out of its Subsidiaries the ordinary course of business, whether by merger, stock purchase or sale or asset purchase or sale, or any related repayment of Indebtedness, in each case since the first day of such applicable period, assuming such acquisition or disposition had been consummated on the first day of such applicable period) is at least equal to incur any Indebtedness (other or greater than Permitted Subsidiary Indebtedness)2.00 to 1.

Limitation on Indebtedness. The Company will shall not, and shall not permit any Restricted Subsidiary to create, incur, issue, incur, assume, guarantee or otherwise in any manner become directly or indirectly liable for the payment of or otherwise suffer to exist (collectively, “collectively "incur”), ") any Indebtedness (including any Acquired Indebtedness), other than Permitted Indebtedness and Permitted Subsidiary Indebtedness, unless such Indebtedness is incurred by as the case may be; provided, however, that the Company and its Restricted Subsidiaries that are either Subsidiary Guarantors or Foreign Subsidiaries may incur Indebtedness (and Restricted Subsidiaries that are not Subsidiary Guarantors or Foreign Subsidiaries may incur Acquired Indebtedness) if (x) the Company’s '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 (the “Incurrence Date”and for which financial statements are available), taken as one period (and at the time of such incurrence, 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, incurred and the application of such proceeds occurred, occurred at the beginning of such four-quarter period; (ii) the incurrence, repayment or retirement of any other Indebtedness (including Permitted Indebtedness) by the Company or its Restricted Subsidiaries since the first day of such four-quarter period (including any other Indebtedness to be incurred concurrent with the incurrence of such Indebtedness) 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); and (iii) in notwithstanding clause (d) of the case definition of Acquired IndebtednessConsolidated Net Income, the related acquisition; and acquisition (ivwhether by purchase, merger or otherwise) any acquisition or disposition (whether by the Company and its Subsidiaries sale, merger or otherwise) of any company Person (or any business or any assets out properties outside of the ordinary course of business) acquired or disposed of by the Company or its Restricted Subsidiaries, or any related repayment of Indebtednessas the case may be, in each case since the first day of such four-quarter period, assuming as if such acquisition or disposition and any such related payments had been consummated on occurred at the first day beginning of such four-quarter period), would be have been equal to at least 2.0:12.5 to 1.0. The Company will not permit any incurrence of its certain guarantees by certain Restricted Subsidiaries to incur any Indebtedness (other than Permitted Subsidiary Indebtedness)is further limited by Section 10.13 hereof.

Limitation on Indebtedness. (a) The Company will shall not, and shall not permit any of its Subsidiaries to, create, issue, incur, assume, guarantee guarantee, or otherwise in any manner become directly or indirectly liable for the payment of or with respect to or otherwise suffer to exist incur (collectively, “"incur”), ") any Indebtedness (including any Acquired Indebtedness), other than Permitted Indebtedness, unless such Indebtedness is incurred by except that the Company may incur Indebtedness (including any Acquired Indebtedness) and any Subsidiary may incur Acquired Indebtedness if, in each case, the Company’s Consolidated Fixed Charge Coverage Ratio for the Company for the four full fiscal quarters for which financial results are available immediately preceding the date of incurrence of such Indebtedness (the “Incurrence Date”), taken as one period (and after giving pro forma effect to: 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 and its Subsidiaries 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 Indebtedness, the related acquisition, as if such acquisition occurred at the beginning of such four-quarter period; 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, whether by merger, stock purchase or sale or asset purchase or sale 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 ) is at least 2.0:1. The Company will not permit equal to 1.0:1.0 for any of its Subsidiaries to incur any Indebtedness (other than Permitted Subsidiary Indebtedness)such incurrence.

Limitation on Indebtedness. (a) The Company will not, and will not permit any of its Subsidiaries to, create, issue, incur, assume, guarantee guarantee, or otherwise in any manner become directly or indirectly liable for the payment of or with respect to or otherwise suffer to exist incur (collectively, “"incur”), ") any Indebtedness (including any Acquired Indebtedness), other than Permitted Indebtedness, unless such Indebtedness is incurred by except that the Company and any Guarantor may incur Indebtedness (including any Acquired Indebtedness) and any Subsidiary that is not a Guarantor may incur Acquired Indebtedness if, in each case, the Company’s Consolidated Fixed Charge Coverage Ratio for the Company for the four full fiscal quarters for which financial results are available immediately preceding the date of incurrence of such Indebtedness (the “Incurrence Date”), taken as one period (and after giving pro forma --- ----- effect to: 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 and its Subsidiaries since the first day of such four-quarter period as if such Indebtedness was incurred, repaid or retired at the beginning of such four-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 Indebtedness, the related acquisitionacquisition as if such acquisition occurred at the beginning of such four-quarter period; 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, whether by merger, stock purchase or sale or asset purchase or sale, as if such acquisition or disposition occurred at the beginning of such four-quarter period 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 ) is at least 2.0:1. The Company will not permit any of its Subsidiaries equal to incur any Indebtedness (other than Permitted Subsidiary Indebtedness)2.25:1.00.

Limitation on Indebtedness. The Company Issuer will not, and will not permit any of its Subsidiaries to and will to the fullest extent of the rights available to it under the relevant contractual or organizational documents not permit its Significant Joint Ventures to, directly or indirectly, create, incur, issue, incur, assume, guarantee or otherwise in any manner become directly or indirectly liable liable, contingently or otherwise, for the payment of or otherwise suffer (in each case, to exist (collectively, “"incur”), ") any Indebtedness (including any Acquired Indebtedness); provided, other than Permitted however, that the Issuer, any Subsidiary or any Significant Joint Venture will be permitted to incur Indebtedness (including Acquired Indebtedness) if (a) at the time of such incurrence, unless no Default or Event of Default under the Indenture has occurred and is continuing, (b) at the time of such Indebtedness is incurred by incurrence 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 (the “Incurrence Date”)Indebtedness, taken as one period (and after giving pro forma effect to: 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 on the beginning first day of such four-quarter period; , (ii) the incurrence, repayment or retirement of any other Indebtedness by the Company Issuer, its Subsidiaries and its Significant Joint Ventures 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); ) and (iii) in the acquisition (whether by purchase, merger or otherwise) or disposition (whether by sale, merger or otherwise) of any company, entity or business acquired or disposed of by the Issuer or its Subsidiaries or its Significant joint Ventures, as the case of Acquired Indebtednessmay be, 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 have been at least 2.0:1. The Company will not permit any equal to 2:1 and (c) in the case of its Subsidiaries the incurrence of Subordinated Indebtedness or Pari Passu Indebtedness, such Indebtedness has no scheduled principal payment prior to incur any Indebtedness (other than Permitted Subsidiary Indebtedness)the 91st day after the Maturity of the Bonds.

Limitation on Indebtedness. (a) The Company will shall not, and shall not createpermit any of its Restricted Subsidiaries to, 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”), Incur any Indebtedness (including any Acquired Indebtedness), other than Permitted the Securities and Indebtedness existing on the Closing Date); provided that, if no Event of Default shall have occurred and be continuing at the time of or as a consequence of the Incurrence of any such Indebtedness, unless the Company may Incur Indebtedness if, after giving effect to the Incurrence of such Indebtedness is incurred by the Company and the Company’s Consolidated receipt and application of the proceeds therefrom, the Fixed Charge Coverage Ratio would be at least 2.0 to 1.0. Notwithstanding the foregoing, the Company and any Restricted Subsidiary (except as specified below) may Incur each and all of the following: (i) Indebtedness in an aggregate principal amount not to exceed $150 million, or in the event that the Company or any Restricted Subsidiary incurs any Indebtedness permitted under clause (vii) of this paragraph, the difference between $150 million less the amount of any such Indebtedness incurred pursuant to said clause (vii); provided that in the event that any Restricted Subsidiary (other than the Guarantor) Incurs any Indebtedness pursuant to this clause (i) in excess of $25 million in the aggregate at any time outstanding and the proceeds of such Indebtedness are not used for capital expenditures, then any such Restricted Subsidiary shall, as a condition precedent to incurring such Indebtedness, execute and deliver a supplemental indenture to this Indenture providing for a Guarantee of payment of the four full fiscal quarters Securities by such Person; and provided further that no more than 25% of the Indebtedness Incurred under this clause (i) may be used for purposes other than capital expenditures; (ii) Indebtedness owed (A) to the Company evidenced by a promissory note or (B) to any Restricted Subsidiary; provided that any event which financial results are available immediately preceding the date of incurrence in any such Restricted Subsidiary ceasing to be a Restricted Subsidiary or any subsequent transfer of such Indebtedness (other than to the “Company or another Restricted Subsidiary) shall be deemed, in each case, to constitute an Incurrence Date”), 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; not permitted by this clause (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) Indebtedness issued in exchange for, or the net proceeds of which are used to refinance or refund, then outstanding Indebtedness (other than Indebtedness Incurred under clause (ii), (vi), (vii) or (x) of this paragraph) and any refinancings thereof in an amount not to exceed the amount so refinanced or refunded (plus premiums, accrued interest, fees and expenses); provided that Indebtedness the proceeds of which are used to refinance or refund the Securities, the Security Guarantee or Indebtedness that is pari passu with, or subordinated in right of payment to, the Securities or the Security Guarantee shall only be permitted under this clause (iii) if (A) in case the Securities or the Security Guarantee are refinanced in part or the Indebtedness to be refinanced is pari passu with the Securities or the Security Guarantee, such new Indebtedness, by its terms or by the terms of any agreement or instrument pursuant to which such new Indebtedness is outstanding, is expressly made pari passu with, or subordinate in right of payment to, the remaining Securities or Security Guarantee, as the case may be, (B) in case the Indebtedness to be refinanced is subordinated in right of Acquired payment to the Securities or the Security Guarantee, such new Indebtedness, by its terms or by the related acquisitionterms of any agreement or instrument pursuant to which such new Indebtedness is issued or remains outstanding, is expressly made subordinate in right of payment to the Securities or the Security Guarantee at least to the extent that the Indebtedness to be refinanced is subordinated to the Securities or the Security Guarantee, as the case may be, and (C) such new Indebtedness, determined as of the date of Incurrence of such new Indebtedness, does not mature prior to the Stated Maturity of the Indebtedness to be refinanced or refunded, and the Average Life of such new Indebtedness is at least equal to the remaining Average Life of the Indebtedness to be refinanced or refunded; and provided further that in no event may Indebtedness of the Company or the Guarantor be refinanced by means of any Indebtedness of any Restricted Subsidiary other than the Guarantor pursuant to this clause (iii); (iv) any acquisition Indebtedness (A) in respect of performance, surety or disposition by the Company and its Subsidiaries of any company or any business or any assets out of appeal bonds provided in the ordinary course of business, (B) under Currency Agreements and Interest Rate Agreements; provided that such agreements (a) are designed solely to protect the Company or its Restricted Subsidiaries against fluctuations in foreign currency exchange rates or interest rates and (b) do not increase the Indebtedness of the obligor outstanding at any related repayment time other than as a result of Indebtednessfluctuations in foreign currency exchange rates or interest rates or by reason of fees, in each case since indemnities and compensation payable thereunder; and (C) arising from agreements providing for indemnification, adjustment of purchase price or similar obligations, or from Guarantees or letters of credit, surety bonds or performance bonds securing any obligations of the first day of such four-quarter period, assuming such acquisition Company 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 Restricted Subsidiaries pursuant to incur such agreements, in any Indebtedness case Incurred in connection with the disposition of any business, assets or Restricted Subsidiary (other than Permitted Guarantees of Indebtedness Incurred by any Person acquiring all or any portion of such business, assets or Restricted Subsidiary Indebtednessfor the purpose of financing such acquisition), in a principal amount not to exceed the gross proceeds actually received by the Company or any Restricted Subsidiary in connection with such disposition; (v) Indebtedness of the Company, to the extent the net proceeds thereof are promptly (A) used to purchase Securities and Series B Notes tendered in an Offer to Purchase made as a result of a Change in Control or (B) deposited to defease the Securities (as described below under Article Eight) and the Series B Notes (as provided in Article Eight of the Series B Notes Indenture); (vi) Guarantees of the Securities and Guarantees of Indebtedness of the Company by any Restricted Subsidiary provided the Guarantee of such Indebtedness is permitted by and made in accordance with Section 4.07; (vii) Indebtedness outstanding at any time in the aggregate principal amount not to exceed $50 million from official, regional and multilateral development agencies; (viii) Acquired Indebtedness (I) to the extent Incurred in connection with an Asset Acquisition in which the consideration paid by the Company or any of its Restricted Subsidiaries consists solely of Capital Stock (other than Disqualified Stock) of the Company, without any limitations as to amount or (II) to the extent Incurred in connection with an Asset Acquisition in which the consideration paid by the Company or any of its Restricted Subsidiaries consists of cash or other property, so long as the aggregate amount of such consideration paid by the Company or any of its Restricted Subsidiaries does not exceed $15 million; (ix) Series B Notes issued (1) pursuant to the Plan or (2) to holders of Indebtedness existing as of the Closing Date in respect of which such holders did not vote affirmatively to accept the Plan so long as the amount of Series B Notes issued to any such holder does not exceed the amount of such Indebtedness that such holder would have been entitled to receive had it voted affirmatively to accept the Plan; (x) Indebtedness of any Restricted Subsidiary, to the extent that the Company is the beneficial owner of such Indebtedness and such Indebtedness is evidenced by a promissory note or participation certificate issued to the Company by the record holder of such indebtedness; and (xi) Indebtedness of the Company (in addition to Indebtedness permitted under clauses (i) through (x) above) in an aggregate principal amount outstanding at any time not to exceed $100 million, less any amount of such Indebtedness permanently repaid as provided under Section 4.11; provided that (i) such Indebtedness is expressly made subordinate in right of payment to the Securities, the terms of 42 such subordinated Indebtedness expressly provide that (A) the holders of such Indebtedness shall not be entitled to receive any payments during such time as a Default or Event of Default has occurred and is continuing under the Securities or accelerate such Indebtedness until such time as a declaration of acceleration of the Securities has occurred pursuant to Section 6.01 hereof and (B) in the event that a declaration of acceleration of the Securities has been rescinded and annulled pursuant to Section 6.02 hereof, the event giving rise to the acceleration of such Indebtedness incurred pursuant to this clause (xi) shall be deemed cured and such acceleration shall be deemed rescinded and annulled without any further action, and (ii) such Indebtedness does not mature prior to Final Maturity.

Limitation on Indebtedness. The Company Publishing will not, and will not createpermit any of its Restricted Subsidiaries to, 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”), Incur any Indebtedness (including any Acquired Indebtedness but excluding any Permitted Indebtedness) except for (x) Indebtedness of Publishing or (y) Indebtedness of a Restricted Subsidiary constituting Acquired Indebtedness, Permitted Subsidiary Indebtedness or Foreign Subsidiary Indebtedness, provided that, in the case of the foregoing clauses (x) and (y), other than Permitted Indebtedness, unless such Indebtedness is incurred by the Company Consolidated Cash Flow Ratio for Publishing and the Company’s Consolidated Fixed Charge Coverage Ratio Restricted Subsidiaries for the four full fiscal quarters for which financial results are available immediately preceding the date of incurrence Incurrence of such Indebtedness (the “Incurrence Date”), taken as one period is not greater than 6.0:1.0. In addition (and after giving without limiting the foregoing requirement), unless both of The Telegraph and Southam are Restricted Subsidiaries, Publishing shall not permit any Restricted Subsidiary to Incur any Indebtedness other than Acquired Indebtedness or Permitted Subsidiary Indebtedness. For purposes of determining the Consolidated Cash Flow Ratio for any period, pro forma effect to: shall be given to (i) the incurrence Incurrence of such Indebtedness and (if applicable) the application of the net proceeds therefrom, including to refinance other Indebtedness, as if such Indebtedness was incurredIncurred, and the application of such proceeds occurred, at the beginning of such four-quarter period; (ii) the incurrenceIncurrence, repayment or retirement of any other Indebtedness by the Company Publishing and its Restricted Subsidiaries since the first day of such four-quarter period as if such Indebtedness was incurredIncurred, 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 Indebtedness, the related acquisitionacquisition (as if such acquisition had been consummated on the first day of such four-quarter period); and (iv) any acquisition or 110 110 disposition by the Company Publishing and its Restricted Subsidiaries of any company or any business or any assets out of the ordinary course of business, whether by merger, stock purchase or sale or asset purchase or sale or any related repayment of Indebtedness, in each case since the first day of such four-quarter period, assuming period (as if 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).

Limitation on Indebtedness. The Company will not, and will not permit any of its Subsidiaries to, directly or indirectly, create, incur, issue, incur, assume, guarantee or suffer to exist, or otherwise in any manner become or remain liable, directly or indirectly liable for the payment of or otherwise suffer indirectly, with respect to exist (collectively, “incur”), any Indebtedness (including any Acquired Indebtedness), other than Permitted Indebtedness, unless except, without duplication, for (i) the incurrence by the Company's Unrestricted Subsidiaries of Qualified Non-Recourse Debt, PROVIDED, HOWEVER, that if any such Indebtedness is ceases to be Qualified Non-Recourse Debt of an Unrestricted Subsidiary, such event shall be deemed to constitute an incurrence of Indebtedness by a Restricted Subsidiary of the Company; (ii) FF&E Financing incurred by the Company or its Restricted Subsidiaries, (iii) the Notes, (iv) the Existing Senior Subordinated Notes and all Existing Indebtedness, (v) provided no Event of Default shall have occurred and be continuing, other Indebtedness of the Company and its Restricted Subsidiaries in an amount not to exceed $15,000,000 in aggregate principal amount, (vi) additional Indebtedness of the Company and its Restricted Subsidiaries, if at the time of the incurrence of such Indebtedness, the pro forma Consolidated Coverage Ratio of the Company’s Consolidated Fixed Charge Coverage Ratio , calculated cumulatively for the four full most recent consecutive fiscal quarters for which financial results are available immediately preceding of the Company and ending prior to the date of incurrence of such Indebtedness (the “Incurrence Date”"Reference Period"), taken as one period (and is not less than 2.00 to 1.00, after giving pro forma effect to: to (iA) the incurrence of such Indebtedness as if such Indebtedness was incurred at the beginning of the Reference Period and (if applicable) the application of the net proceeds therefrom, including thereof to refinance other Indebtedness as if the application of such proceeds occurred at the beginning of the Reference Period and, (B) the acquisition or disposition of any company or business acquired or disposed of by the Company or any Restricted Subsidiary since the first day of the Reference Period, including any acquisition or disposition which will be consummated contemporaneously with the incurrence of such Indebtedness, as if such Indebtedness was incurred, and the application of such proceeds occurred, acquisition or disposition occurred at the beginning of the Reference Period, (vii) Permitted Refinancing Indebtedness, (viii) Indebtedness incurred under the Bank Facility not to exceed the greater of (A) $200 million or (B) 1.5 times Operating Cash Flow calculated cumulatively for the four most recent consecutive fiscal quarters of the Company immediately preceding the date on which such fourIndebtedness is incurred, provided that the exception in this clause (viii) shall not be applicable to any Indebtedness incurred in refinancing the Bank Facility if the managing agent for the lenders of such refinancing Indebtedness is a person other than a banking institution with over $500 million in assets and subject to supervision and examination by federal or state banking authorities, (ix) Interest Rate Protection Agreements of the Company or any Restricted Subsidiary covering solely Indebtedness of the Company or any Restricted Subsidiary which is otherwise permitted to be incurred pursuant to this paragraph, (x) Indebtedness to the Company or a wholly-quarter period; owned Restricted Subsidiary, or (iixi) to the incurrence, repayment or retirement of any other Indebtedness extent that such incurrence does not result in the incurrence by the Company since or any Restricted Subsidiary of any obligation for the first day payment of such four-quarter period borrowed money of others, Indebtedness incurred solely as if such Indebtedness was incurred, repaid or retired at a result of 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 Indebtedness, the related acquisition; and (iv) any acquisition or disposition execution by the Company and or its Restricted Subsidiaries of any company a Completion Guarantee and Keep-Well Agreement; provided, however, that the foregoing exception shall not be applicable to Indebtedness incurred in connection with the performance by the Company or any business or any assets out its Restricted Subsidiaries of the ordinary course of business, or any related repayment of Indebtedness, in each case since the first day of such foura Completion Guarantee and Keep-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)Well Agreement.

Limitation on Indebtedness. The Company will not, and will not create, issuepermit any Subsidiary to, incur, create, contract, assume, have outstanding, guarantee or otherwise in any manner become be or become, directly or indirectly indirectly, liable for the payment of or otherwise suffer to exist (collectively, “incur”)in respect of, any Indebtedness (including any Acquired 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 (the “Incurrence Date”), taken as one period (and after giving pro forma effect to: except (i) the incurrence Indebtedness arising out of such Indebtedness and (if applicable) the application of the net proceeds therefromthis Loan Agreement, 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 Subordinated Indebtedness; provided that (a) 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 principal amount of the Subordinated Indebtedness issued under any revolving credit facility the April 1997 Indenture shall not exceed $125,000,000 and the principal amount of the Subordinated Indebtedness issued under the October 1997 Indenture shall not exceed $175,0000,000, (b) the interest rate payable on the Subordinated Indebtedness issued under the April 1997 Indenture shall not exceed nine and one-fourth percent (9 1/4%) per annum and the interest rate payable on the Subordinated Indebtedness issued under the October 1997 Indenture shall not exceed eight and three-fourths percent (8 3/4%), and (c) the maturity date of the Subordinated Indebtedness issued under the April 1997 Indenture shall not be computed based upon sooner than April 1, 2007 and the average daily balance maturity date of such the Subordinated Indebtedness during such four-quarter period); issued under the October 1997 Indenture shall not be sooner than November 1, 2009, (iii) in the case of Acquired Indebtedness, excluding Permitted Margin Debt, secured by the related acquisition; and Permitted Liens, (iv) any acquisition or disposition by the Company Permitted Margin Debt, (v) current liabilities for taxes and its Subsidiaries of any company or any business or any assets out of assessments incurred in the ordinary course of businessbusiness and other liabilities incurred in the ordinary course of business which are currently being contested in good faith and adequate reserves therefor are being maintained according to Generally Accepted Accounting Principles, (vi) current amounts payable or any related repayment accrued 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 claims (other than Permitted Subsidiary Indebtedness)for borrowed funds or purchase money obligations) incurred in the ordinary course of business provided that all such liabilities, accounts and claims shall be promptly paid and discharged when due or in conformity with customary trade terms, unless such liabilities are currently being contested in good faith and adequate reserves therefor are being maintained according to Generally Accepted Accounting Principles, (vii) Indebtedness of Company and the Subsidiaries not otherwise included in the preceding subclauses of this Section 9.01 that is reflected in the audited consolidated financial statement of Company and the Subsidiaries as of December 31, 1997, (viii) Indebtedness evidenced by or created under the Lease Agreements, (ix) Indebtedness under any Hedge Agreements that are permitted according to Section 9.18 hereof, (x) Indebtedness evidenced by any Interest Swap Agreement, provided such agreement is entered into for business purposes respecting any then existing Indebtedness of Company, and (xi) such other Indebtedness of Company and the Subsidiaries (in the aggregate) not exceeding $5,000,000 at any one time outstanding, exclusive of any Indebtedness between Company and the Subsidiaries.

Limitation on Indebtedness. The Company will not, and will not permit any Restricted Subsidiary to, create, issue, incur, assume, guarantee or otherwise in any manner become directly or indirectly liable for the payment of of, or otherwise suffer to exist incur (collectively, “"incur”"), any Indebtedness (including any Acquired Indebtedness), other than Permitted Indebtedness; provided, unless such Indebtedness is incurred by however, that the Company and any Subsidiary Debenture Guarantor may incur Indebtedness (including Acquired Indebtedness) if at the Company’s time of such incurrence the 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 (the “Incurrence Date”)for which internal financial statements are available, taken as one period (and after giving pro forma effect to: 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 on the beginning first day of such four-four- quarter period; , (ii) the incurrence, repayment or retirement of any other Indebtedness by the Company and its Restricted Subsidiaries since the first day of such four-quarter period as if such Indebtedness was incurred, repaid or retired at on the beginning first day 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); ) and (iii) in the case of Acquired Indebtednessacquisition (whether by purchase, the related acquisition; and (ivmerger or otherwise) any acquisition or disposition (whether by sale, merger or otherwise) of any company, entity or business acquired or disposed of by the Company and or its Subsidiaries of any company or any business or any assets out of Restricted Subsidiaries, as the ordinary course of businesscase may be, or any related repayment of Indebtedness, in each case since the first day of such four-four- quarter period, assuming as if such acquisition or disposition and any such related payments had been consummated occurred on the first day of such four-quarter period), would be have been at least 2.0:1. The Company will not permit any of its Subsidiaries equal to incur any Indebtedness (other than Permitted Subsidiary Indebtedness)2.0 to 1.0.

Limitation on 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 liable, contingently or otherwise (in each case, to "incur"), for the payment of or otherwise suffer to exist (collectively, “incur”), any Indebtedness (including any Acquired Indebtedness), ) other than Permitted Indebtedness; provided, unless such Indebtedness is incurred by however, that (i) 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 any Guarantor will be permitted to incur Indebtedness (the “Incurrence Date”including Acquired Indebtedness), taken as one period and (and ii) a Restricted Subsidiary will be permitted to incur Acquired Indebtedness, if in each case, after giving pro forma effect to: to (i1) 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, were incurred at the beginning of the four full fiscal quarters immediately preceding such four-quarter incurrence, taken as one period; (ii2) the incurrence, repayment or retirement of any other Indebtedness by the Company and its Restricted Subsidiaries since the first day of such four-quarter period as if such Indebtedness was incurred, repaid or retired at the beginning of such four-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 Indebtedness, the related acquisition; and (iv3) any acquisition Asset Sale 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 Asset Acquisition occurring since the first day of such four-quarter period, assuming period (including to the date of calculation) as if such acquisition or disposition and any such related payments had been consummated on occurred at the first day beginning of such four-quarter period), would be the Consolidated Fixed Charge Coverage Ratio of the Company is at least 2.0:1. The Company will not permit any of its Subsidiaries to incur any Indebtedness (other than Permitted Subsidiary Indebtedness)2:1.

Limitation on Indebtedness. (a) The Company will shall not, and shall not permit any of its Subsidiaries to, create, issue, incur, assume, guarantee guarantee, or otherwise in any manner become directly or indirectly liable for the payment of or with respect to or otherwise suffer to exist incur (collectively, “"incur”), ") any Indebtedness (including any Acquired Indebtedness), other than Permitted Indebtedness, unless such Indebtedness is incurred by except that the Company may incur Indebtedness (including any Acquired Indebtedness) and any Subsidiary may incur Acquired Indebtedness if, in each case, the Company’s Consolidated Fixed Charge Coverage Ratio for the Company for the four full fiscal quarters for which financial results are available immediately preceding the date of incurrence of such Indebtedness (the “Incurrence Date”), taken as one period (and after giving pro forma PRO FORMA effect to: 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 and its Subsidiaries 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 Indebtedness, the related acquisition, as if such acquisition occurred at the beginning of such four-quarter period; 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, whether by merger, stock purchase or sale or asset purchase or sale 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 ) is at least 2.0:1. The Company will not permit equal to 2.0:1.0 for any of its Subsidiaries to incur any Indebtedness (other than Permitted Subsidiary Indebtedness)such incurrence.

Limitation on Indebtedness. The Company will not, and will not permit any of its Subsidiaries to, directly or indirectly, create, incur, issue, incur, assume, guarantee or suffer to exist, or otherwise in any manner become or remain liable, directly or indirectly liable for the payment of or otherwise suffer indirectly, with respect to exist (collectively, “incur”), any Indebtedness (including any Acquired Indebtedness), other than Permitted Indebtedness, unless except, without duplication, for (i) the incurrence by the Company's Unrestricted Subsidiaries of Qualified Non-Recourse Debt, PROVIDED, HOWEVER, that if any such Indebtedness is ceases to be Qualified Non-Recourse Debt of an Unrestricted Subsidiary, such event shall be deemed to constitute an incurrence of Indebtedness by a Restricted Subsidiary of the Company; (ii) FF&E Financing incurred by the Company or its Restricted Subsidiaries, (iii) the Notes, (iv) the Existing Senior Subordinated Notes and Existing Indebtedness, (v) provided no Event of Default shall have occurred and be continuing, other Indebtedness of the Company and its Restricted Subsidiaries in an amount not to exceed $15,000,000 in aggregate principal amount, (vi) additional Indebtedness of the Company and its Restricted Subsidiaries, if at the time of the incurrence of such Indebtedness, the pro forma Consolidated Coverage Ratio of the Company’s Consolidated Fixed Charge Coverage Ratio , calculated cumulatively for the four full most recent consecutive fiscal quarters for which financial results are available immediately preceding of the Company and ending prior to the date of incurrence of such Indebtedness (the “Incurrence Date”"Reference Period"), taken as one period (and is not less than 2.00 to 1.00, after giving pro forma effect to: to (iA) the incurrence of such Indebtedness as if such Indebtedness was incurred at the beginning of the Reference Period and (if applicable) the application of the net proceeds therefrom, including thereof to refinance other Indebtedness as if the application of such proceeds occurred at the beginning of the Reference Period and, (B) the acquisition or disposition of any company or business acquired or disposed of by the Company or any Restricted Subsidiary since the first day of the Reference Period, including any acquisition or disposition which will be consummated contemporaneously with the incurrence of such Indebtedness, as if such Indebtedness was incurred, and the application of such proceeds occurred, acquisition or disposition occurred at the beginning of the Reference Period, (vii) Permitted Refinancing Indebtedness, (viii) Indebtedness incurred under the Bank Facility not to exceed the greater of (A) $200 million or (B) 1.5 times Operating Cash Flow calculated cumulatively for the four most recent consecutive fiscal quarters of the Company immediately preceding the date on which such fourIndebtedness is incurred, provided that the exception in this clause (viii) shall not be applicable to any Indebtedness incurred in refinancing the Bank Facility if the managing agent for the lenders of such refinancing Indebtedness is a person other than a banking institution with over $500 million in assets and subject to supervision and examination by federal or state banking authorities, (ix) Interest Rate Protection Agreements of the Company or any Restricted Subsidiary covering solely Indebtedness of the Company or any Restricted Subsidiary which is otherwise permitted to be incurred pursuant to this paragraph, (x) Indebtedness to the Company or a wholly-quarter period; owned Restricted Subsidiary, (iixi) to the incurrence, repayment or retirement of any other Indebtedness extent that such incurrence does not result in the incurrence by the Company since or any Restricted Subsidiary of any obligation for the first day payment of such fourborrowed money of others, Indebtedness incurred solely as a result of the execution by the Company or its Restricted Subsidiaries of a Completion Guarantee and Keep-quarter period as if such Well Agreement; provided, however, that the foregoing exception shall not be applicable to Indebtedness was incurredincurred in connection with the performance by the Company or its Restricted Subsidiaries of a Completion Guarantee and Keep-Well Agreement, repaid or retired at (xii) Indebtedness incurred under the beginning of such four-quarter period $83,000,000 9 5/8% Senior Subordinated Notes due 2003 and the $110,000,000 9 5/8% Senior Subordinated Notes due 2003 (except that, in making such computationcollectively, 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"9 5/8% Senior Subordinated Notes due 2003") provided that in the case of Acquired Indebtednessthis clause (xii), (A) on December 3, 1998, such notes shall have been irrevocably called for redemption, (B) amounts sufficient to repay the related acquisition; principal, premium and accrued interest thereon through the redemption date have been irrevocably deposited with the Trustee for the 9 5/8% Senior Subordinated Notes due 2003 pursuant to Section 8.01 of the indentures relating to the 9 5/8% Senior Subordinated Notes due 2003, and (ivC) any acquisition or disposition instructions by the Company have been given to the Trustee to redeem 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 repay such four-quarter period, assuming such acquisition or disposition and any such related payments had been consummated notes on the first day redemption date provided for in the notice of redemption and 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)instructions state that they are irrevocable.

Limitation on Indebtedness. The (a) Unless and until the Termination and Release shall have occurred, the Company will shall not, and shall not createpermit any Restricted Subsidiary to, 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”), Incur any Indebtedness (not including the Securities (including any Acquired Indebtednessagreement pursuant to which the Securities are issued) and Indebtedness existing (or for which a written commitment has been made and a copy of which has been delivered to the Trustee on or prior to the Closing Date) on the Closing Date), ; provided that the Company or any Restricted Subsidiary (other than Permitted Indebtednessa Guarantor and Palm Shipping) may Incur Indebtedness if, unless such Indebtedness is incurred by after giving effect to 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 Incurrence of such Indebtedness and the receipt and application of the proceeds therefrom, the Interest Coverage Ratio of the Company would be greater than 2:1. Notwithstanding the foregoing, the Company or any Restricted Subsidiary (other than a Guarantor or Palm Shipping, except as provided in clause (vii) below) also may Incur each and all of the “Incurrence Date”), taken as one period (and after giving pro forma effect tofollowing: (i) Indebtedness in an aggregate principal amount such that the incurrence aggregate principal amount of the Indebtedness of the Company and its Restricted Subsidiaries outstanding immediately after such Incurrence does not exceed the aggregate principal amount of Indebtedness existing (or for which a written commitment has been made and (if applicablea copy of which has been delivered to the Trustee on or prior to the Closing Date) on the Closing Date, after giving effect to the issuance of the Securities and 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 periodplus $50 million; 47 56 (ii) the incurrence, repayment or retirement Indebtedness of any other Indebtedness by the Company since to any Wholly Owned Restricted Subsidiary, or of a Restricted Subsidiary to the first day of such four-quarter period as if such Indebtedness was incurred, repaid Company 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)another Wholly Owned Restricted Subsidiary; (iii) Indebtedness issued in exchange for, or the net proceeds of which are used to refinance or refund, outstanding Indebtedness of the Company or any Restricted Subsidiary, other than Indebtedness Incurred under clause (i), (v) or (vi) of this paragraph and any refinancings thereof, in an amount not to exceed the principal amount so exchanged, refinanced or refunded (plus premiums, accrued and unpaid interest, fees and expenses thereon); providedthat Indebtedness the proceeds of which are used to refinance or refund the Securities or other Indebtedness of the Company that is pari passu with, or subordinated in right of payment to, the Securities shall only be permitted under this clause (iii) if (A) in case of Acquired the Securities are refinanced in part or the Indebtedness to be refinanced is pari passu with the Securities, such new Indebtedness, by its terms or by the related acquisitionterms of any agreement or instrument pursuant to which such new Indebtedness is issued or remains outstanding, is expressly made pari passu with, or subordinate in right of payment to, the remaining Securities, (B) in case the Indebtedness to be refinanced is subordinated in right of payment to the Securities, such new Indebtedness, by its terms or by the terms of any agreement or instrument pursuant to which such new Indebtedness is issued or remains outstanding, is expressly made subordinate in right of payment to the Securities, at least to the extent that the Indebtedness to be refinanced is subordinated to the Securities and (C) such new Indebtedness, determined as of the date of Incurrence of such new Indebtedness, does not mature prior to the Stated Maturity of the Indebtedness so exchanged, refinanced or refunded and the Average Life of such new Indebtedness is at least equal to the remaining Average Life of the Indebtedness so exchanged, refinanced or refunded; and (iv) any acquisition Indebtedness (A) in respect of performance, surety or disposition by the Company and its Subsidiaries of any company or any business or any assets out of appeal bonds provided in the ordinary course of business, or any related repayment (B) under Currency Agreements and Interest Rate Agreements; provided that, in the case of Currency Agreements that relate to other Indebtedness, such Currency Agreements do not increase the Indebtedness of the obligor outstanding at any time other than as a result of fluctuations in each case since foreign currency exchange rates or by reason of fees, indemnities and compensation payable thereunder, and (C) arising from agreements providing for indemnification, adjustment of purchase price or similar obligations, or from Guarantees or letters of credit, surety bonds or performance bonds securing any obligations of the first day of such four-quarter period, assuming such acquisition Company 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 Restricted Subsidiaries pursuant to incur such agreements, in any case Incurred in connection with the disposition of any business, assets or Restricted Subsidiary of the Company or of any of its Restricted Subsidiaries and not exceeding the gross proceeds therefrom, other than Guarantees of Indebtedness Incurred by any Person acquiring all or any portion of such business, assets 48 57 or Restricted Subsidiary of the Company or any of its Restricted Subsidiaries for the purpose of financing such acquisition; (v) Indebtedness under Guarantees in respect of obligations of Unrestricted Subsidiaries, in an amount not to exceed $5 million at any one time outstanding; (vi) Acquired Indebtedness; provided that, with respect to this clause (vi), after giving effect to the Incurrence thereof, the Company could Incur at least $1.00 of Indebtedness pursuant to the first paragraph of this subsection (a); and (vii) Indebtedness of Palm Shipping (A) Incurred in the ordinary course of business in connection with the operation of any Vessel in an aggregate principal amount not to exceed $25 million outstanding at any one time or (B) to the Company resulting from advances to Palm Shipping by the Company. (b) For purposes of determining any particular amount of Indebtedness under this Section 4.03, Guarantees, Liens or obligations with respect to letters of credit supporting Indebtedness otherwise included in the determination of such particular amount shall not be included. For purposes of determining compliance with this Section 4.03, (i) in the event that an item of Indebtedness meets the criteria of more than one of the types of Indebtedness described above in this Section, the Company, in its sole discretion, shall classify such item of Indebtedness and only be required to include the amount and type of such Indebtedness in one of such clauses and (ii) the amount of Indebtedness issued at a price that is less than the principal amount thereof shall be equal to the amount of the liability in respect thereof determined in conformity with GAAP. Notwithstanding any other provision of this Section 4.03, the maximum amount of Indebtedness that the Company or any Restricted Subsidiary may Incur pursuant to this Section 4.03 shall not be deemed to be exceeded due solely to fluctuations in the exchange rates of currencies. (c) Unless and until the Termination and Release shall have occurred, the Company shall not Incur any Indebtedness that is expressly subordinated to any other Indebtedness of the Company unless such Indebtedness, by its terms or the terms of any agreement or instrument pursuant to which such Indebtedness is issued or remains outstanding, is also expressly made subordinate to the Securities at least to the extent that it is subordinated to such other Indebtedness. (d) Unless and until the Termination and Release shall have occurred, no Guarantor may Incur any Indebtedness other than Permitted pursuant to its Subsidiary Indebtedness)Guarantee, First Preferred Ship Mortgage, Assignment of Insurance, Assignment of Freights and Hires, Assignment of Time Charter, Cash Collateral Account Agreement and other related Security Documents. 49 58 SECTION 4.04.

Limitation on Indebtedness. (a) The Company will not, and -------------------------- will not createpermit any of its Restricted Subsidiaries to, issueIncur any Indebtedness (other than the Notes and Indebtedness existing on the Closing Date); provided that the Company may Incur Indebtedness, incurand any Restricted Subsidiary may Incur Acquired Indebtedness, assumeif, guarantee or otherwise in after giving effect to the Incurrence of such Indebtedness and the receipt and application of the proceeds therefrom, the Consolidated Leverage Ratio would be greater than zero and less than 6:1. Notwithstanding the foregoing, the Company and any manner become directly or indirectly liable for Restricted Subsidiary (except as specified below) may Incur each and all of the payment of or otherwise suffer to exist following: (collectively, “incur”), any i) Indebtedness (including any Acquired Indebtedness), other than Permitted Indebtedness, unless such Indebtedness is incurred by under one or more revolving credit or working capital facilities) of the Company in an aggregate principal amount outstanding at any time not to exceed the greater of (A) the sum of (I) 80% of the consolidated book value of the accounts receivable of the Company and its Restricted Subsidiaries and (II) 60% of the Company’s Consolidated Fixed Charge Coverage Ratio consolidated book value of the inventory of the Company and its Restricted Subsidiaries, in each case as determined from the financial statement of the Company for the four full then most recent fiscal quarters for quarter which financial has been filed with the Commission or provided to the Trustee pursuant to Section 4.16 and (B) $25.0 million; (ii) Indebtedness owed (A) to the Company evidenced by a promissory note or (B) to any Restricted Subsidiary; provided that any event which results are available immediately preceding the date of incurrence in any such Restricted Subsidiary ceasing to be a Restricted Subsidiary or any subsequent transfer of such Indebtedness (other than to the “Company or another Restricted Subsidiary) shall be deemed, in each case, to constitute an Incurrence Date”), 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; not permitted by this clause (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) Indebtedness issued in exchange for, or the net proceeds of which are used to refinance or refund, then outstanding Indebtedness (other than Indebtedness Incurred under clause (i), (ii), (iv), (vi), (ix) or (x) of this paragraph) and any refinancings thereof in a principal amount not to exceed the principal amount so refinanced or refunded (plus premiums, accrued interest, fees and expenses), unless the Incurrence of such excess is otherwise permitted by this covenant; provided that Indebtedness the proceeds of which are used to refinance or refund the Notes or Indebtedness that is pari passu with, or subordinated in right of payment to, the Notes shall only be permitted under this clause (iii) if (A) in case of Acquired the Notes are refinanced in part or the Indebtedness to be refinanced is pari passu with the Notes, such new Indebtedness, by its terms or by the related acquisitionterms of any agreement or instrument pursuant to which such new Indebtedness is outstanding, is expressly made pari passu with, or subordinate in right of payment to, the remaining Notes, (B) in case the Indebtedness to be refinanced is subordinated in right of payment to the Notes, such new Indebtedness, by its terms or by the terms of any agreement or instrument pursuant to which such new Indebtedness is issued or remains outstanding, is expressly made subordinate in right of payment to the Notes at least to the extent that the Indebtedness to be refinanced is subordinated to the Notes and (C) such new Indebtedness, determined as of the date of Incurrence of such new Indebtedness, does not mature prior to the Stated Maturity of the Indebtedness to be refinanced or refunded, and the Average Life of such new Indebtedness is at least equal to the remaining Average Life of the Indebtedness to be refinanced or refunded; and provided further that in no event may Indebtedness of the Company be refinanced by means of any Indebtedness of any Restricted Subsidiary pursuant to this clause (iii); (iv) any acquisition Indebtedness (A) in respect of performance, surety or disposition by the Company and its Subsidiaries of any company or any business or any assets out of appeal bonds provided in the ordinary course of business, (B) under Currency Agreements and Interest Rate Agreements; provided that such agreements (a) are designed solely to protect the Company or its Restricted Subsidiaries against fluctuations in foreign currency exchange rates or interest rates and (b) do not increase the Indebtedness of the obligor outstanding at any related repayment time other than as a result of Indebtednessfluctuations in foreign currency exchange rates or interest rates or by reason of fees, in each case since indemnities and compensation payable thereunder; and (C) arising from agreements providing for indemnification, adjustment of purchase price or similar obligations, or from Guarantees or letters of credit, surety bonds or performance bonds securing any obligations of the first day of such four-quarter period, assuming such acquisition Company 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 Restricted Subsidiaries pursuant to incur such agreements, in any Indebtedness case Incurred in connection with the disposition of any business, assets or Restricted Subsidiary (other than Permitted Guarantees of Indebtedness Incurred by any Person acquiring all or any portion of such business, assets or Restricted Subsidiary for the purpose of financing such acquisition), in a principal amount not to exceed the gross proceeds actually received by the Company or any Restricted Subsidiary in connection with such disposition; (v) Indebtedness of the Company or any Restricted Subsidiary, to the extent the net proceeds thereof are promptly (A) used to purchase Notes tendered in an Offer to Purchase made as a result of a Change in Control or (B) deposited to defease the Notes as described below under Section 8.02 or 8.03; (vi) Guarantees of the Notes and Guarantees of Indebtedness of the Company by any Restricted Subsidiary; provided the Guarantee of such Indebtedness is permitted by and made in accordance with Section 4.07; (vii) Indebtedness Incurred to finance the cost (including the cost of design, development, acquisition, construction, installation, improvement, transportation or integration) to acquire equipment, inventory or network assets (including acquisitions by way of Capitalized Lease and acquisitions of the Capital Stock of a Person that becomes a Restricted Subsidiary to the extent of the fair market value of the equipment, inventory or network assets so acquired) by the Company or a Restricted Subsidiary after the Closing Date; (viii) Indebtedness of the Company not to exceed, at any one time outstanding, two times the sum of (A) the Net Cash Proceeds received by the Company after the Closing Date from the issuance and sale of its Capital Stock (other than Disqualified Stock) to a Person that is not a Restricted Subsidiary of the Company, to the extent such Net Cash Proceeds have not been used pursuant to clause (C)(2) of the first paragraph or clause (iii), (iv), (vi), or (vii) of the second paragraph of Section 4.04 to make a Restricted Payment and (B) 80% of the fair market value of property (other than cash and cash equivalents) received by the Company after the Closing Date from the sale of its Capital Stock (other than Disqualified Stock) to a Person that is not a Restricted Subsidiary of the Company, to the extent such sale of Capital Stock has not been used pursuant to clause (iii), (iv), (vi) or (vii) of the second paragraph of Section 4.04 to make a Restricted Payment; provided that such Indebtedness does not mature prior to the Stated Maturity of the Notes and has an Average Life longer than the Notes; (ix) Indebtedness of the Company, in an aggregate principal amount outstanding at any time not to exceed $1.0 million, Incurred in connection with the repurchase of shares of Capital Stock of the Company, options on any such shares or related stock appreciation rights held by employees, former employees, directors or former directors (or their estates or beneficiaries under their estates), upon death, disability, retirement or termination of employment; provided that such Indebtedness, by its terms, (A) is expressly made subordinate in right of payment to the Notes, and (B) provides that no payments of principal (including by way of sinking fund, mandatory redemption or otherwise (including defeasance)), may be made while any of the Notes are outstanding; and (x) Indebtedness of the Company (in addition to Indebtedness permitted under clauses (i) through (ix) above) in an aggregate principal amount outstanding at any time not to exceed $55.0 million, less any amount of such Indebtedness permanently repaid as provided under Section 4.10.

Limitation on Indebtedness. The Company will not No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries or any Licensed Insurance Entity to, directly or indirectly, create, incur, issue, incur, assume, guarantee guarantee, suffer to exist or otherwise in any manner become directly or indirectly liable for the payment of liable, contingently or otherwise suffer with respect to exist any Indebtedness, except for: (collectively, “incur”), any a) Indebtedness in respect of the Obligations; (including any Acquired Indebtedness), b) Indebtedness existing as of the Closing Date (other than the Convertible Senior Notes) which is identified in Schedule 7.24 and which is not otherwise permitted by this Section 9.01, and, Permitted Indebtedness, unless such Refinancing 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 thereof; (c) unsecured Indebtedness (the “Incurrence Date”), taken as one period (and after giving pro forma effect to: (i) incurred in the incurrence ordinary course of business of such Indebtedness Credit Party and its Subsidiaries in respect of open accounts extended by suppliers on normal trade terms in connection with purchases of goods and services, which are not overdue for a period of more than ninety (90) days or, if applicableoverdue for more than ninety (90) the application of the net proceeds therefrom, including to refinance other Indebtednessdays, as if such Indebtedness was incurred, to which a dispute exists and adequate reserves in conformity with GAAP have been established on the application books of such proceeds occurred, at the beginning of such four-quarter period; Credit Party or Subsidiary and (ii) the incurrencein respect of performance, repayment surety or retirement of any other Indebtedness by the Company since the first day of such four-quarter period as if such Indebtedness was incurredappeal bonds, repaid or retired at the beginning of such four-quarter period (except that, bid bonds and similar obligations provided 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 Indebtedness, 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, but excluding (in each case since case) Indebtedness incurred through the first day borrowing of money or Contingent Liabilities in respect thereof; (d) Indebtedness (i) evidencing the deferred purchase price of newly acquired property or incurred to finance the acquisition of equipment of such four-quarter periodCredit Party and its Subsidiaries (pursuant to purchase money mortgages or otherwise, assuming whether owed to the seller or a third party), provided, that such Indebtedness is incurred within ninety (90) days after such acquisition or disposition and any such related payments had been consummated on the first day of such four-quarter periodequipment, and (ii) Capitalized Lease Obligations, and, with respect to each of clause (i) and (ii), would be Permitted Refinancing Indebtedness thereof; provided, that the aggregate amount of all Indebtedness outstanding pursuant to this clause (d) shall not at least 2.0:1. The Company will not permit any time exceed $2,000,000; (e) intercompany Indebtedness permitted pursuant to Section 9.05; (f) Contingent Liabilities of its the Credit Parties and their Subsidiaries arising in the ordinary course of business with respect to incur any Indebtedness (surety and appeals bonds, bid bonds, performance bonds and other than Permitted Subsidiary Indebtedness).similar obligations; 86

Limitation on Indebtedness. The Company will shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, create, incur, issue, incur, assume, guarantee or otherwise in any manner become directly or indirectly liable for the payment of liable, contingently or otherwise suffer (in each case, to exist (collectively, “incur”), for the payment of any Indebtedness (including any Acquired Indebtedness), ) other than Permitted Indebtedness; provided, unless such Indebtedness is incurred by however, that (i) 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 any Subsidiary Guarantor will be permitted to incur Indebtedness (the “Incurrence Date”including Acquired Indebtedness), taken as one period and (and ii) a Restricted Subsidiary will be permitted to incur Acquired Indebtedness, if in each case, after giving pro forma effect to: to (i1) 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, were incurred at the beginning of the four full fiscal quarters immediately preceding such four-quarter incurrence, taken as one period; (ii2) the incurrence, repayment or retirement of any other Indebtedness by the Company and its Restricted Subsidiaries 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 Indebtedness, the related acquisition; and (iv3) any acquisition Asset Sale 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 Asset Acquisition occurring since the first day of such four-quarter period, assuming period (including to the date of calculation) as if such acquisition or disposition and any such related payments had been consummated on occurred at the first day beginning of such four-quarter period), would be the Consolidated Fixed Charge Coverage Ratio of the Company is at least 2.0:1. The Company will not permit any of its Subsidiaries to incur any Indebtedness (other than Permitted Subsidiary Indebtedness)2:1.

Limitation on Indebtedness. The Company will shall not, and shall not createpermit any of its Restricted Subsidiaries to, issue, incur, assume, guarantee or otherwise in any manner become directly or indirectly liable for the payment of or otherwise suffer to exist (collectivelyindirectly, “incur”), Incur any Indebtedness (including any Acquired Indebtedness), other than Permitted Indebtednessexcept: (i) Indebtedness of the Company or any of its Restricted Subsidiaries, unless if immediately after giving effect to the Incurrence of such Indebtedness is incurred by and the receipt and application of the net proceeds thereof, the Consolidated Cash Flow Ratio of the Company and the Company’s Consolidated Fixed Charge Coverage Ratio for the four full fiscal quarters for which quarterly or annual financial results statements are available immediately next preceding the date of incurrence Incurrence of such Indebtedness (the “Incurrence Date”)Indebtedness, taken as one period (and after giving calculated on a pro forma effect to: (i) basis in accordance with Article 11 of Regulation S-X under the incurrence of such Indebtedness and (if applicable) the application of the net proceeds therefrom, including to refinance other Indebtedness, Securities Act or any successor provision 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 had been Incurred on the first day of such fourfour full fiscal quarters, would be greater than 2.0 to 1.00; (ii) Indebtedness of the Company and its Restricted Subsidiaries, Incurred under the Credit Agreement in an amount not to exceed the greater of (a) $40,000,000 or (b) an amount equal to the sum (x) 85% of the book value of the accounts receivable of the Company and its Restricted Subsidiaries, (y) 60% of the book value (as determined on a first-quarter period as if in first-out basis) of the inventory of the Company and its Restricted Subsidiaries and (z) $5,000,000, in the case of clauses (x) and (y) determined in accordance with GAAP; (iii) Indebtedness owed by the Company to any direct or indirect Wholly Owned Subsidiary of the Company or Indebtedness owed by a direct or indirect Restricted Subsidiary of the Company to the Company or a direct or indirect Wholly Owned Subsidiary of the Company; provided, however, upon either (I) the transfer or other disposition by such direct or indirect Wholly Owned Subsidiary or the Company of any Indebtedness so permitted under this clause (iii) to a Person other than the Company or another direct or indirect Wholly Owned Subsidiary of the Company or (II) the issuance (other than directors' qualifying shares), sale, transfer or other disposition of shares of Capital Stock or other ownership interests (including by consolidation or merger) of such direct or indirect Wholly Owned Subsidiary to a Person other than the Company or another such Wholly Owned Subsidiary of the Company, the pro-visions of this clause (iii) shall no longer be applicable to such Indebtedness was incurred, repaid or retired and such Indebtedness shall be deemed to have been Incurred at the beginning time of any such four-quarter period issuance, sale, transfer or other disposition, as the case may be; (except thativ) Indebtedness of the Company or any Restricted Subsidiary under any interest rate agreement to the extent entered into to hedge any other Indebtedness permitted under this Indenture (including the Securities); (v) Indebtedness Incurred to renew, in making extend, refinance or refund (collectively for purposes of this clause (v) to "refund") any Indebtedness outstanding on the Issue Date, any Indebtedness Incurred under the prior clause (i) above or the Securities and the Guarantee, if any; provided, however, that (I) such computationIndebtedness does not exceed the principal amount (or accrual amount, if less) of Indebtedness so refunded (plus unused commitments under revolving credit facilities) plus the amount of any premium required to be paid in connection with such refunding pursuant to the terms of the Indebtedness under refunded or the amount of any revolving credit facility shall be computed based upon premium reasonably determined by the average daily balance issuer of such Indebtedness during as necessary to accomplish such four-quarter period); refunding by means of a tender offer, exchange offer, or privately negotiated repurchase, plus the expenses of such issuer reasonably incurred in connection therewith and (iiiII)(A) in the case of Acquired Indebtednessany refunding of Indebtedness that is pari passu with the Securities, such refunding Indebtedness is made pari passu with or subordinate in right of payment to the Securities, and, in the case of any refunding of Indebtedness that is subordinate in right of payment to the Securities, such refunding Indebtedness is subordinate in right of payment to the Securities on terms no less favorable to the Holders of the Securities than those contained in the Indebtedness being refunded, (B) in either case, the related acquisition; refunding Indebtedness by its terms, or by the terms of any agreement or instrument pursuant to which such Indebtedness is issued, does not have an Average Life that is less than the remaining Average Life of the Indebtedness being refunded and does not permit redemption or other retirement (including pursuant to any required offer to purchase to be made by the Company or a Restricted Subsidiary of the Company) of such Indebtedness at the option of the holder thereof prior to the final stated maturity of the Indebtedness being refunded, other than a redemption or other retirement at the option of the holder of such Indebtedness (including pursuant to a required offer to purchase made by the Company or a Restricted Subsidiary of the Company) which is conditioned upon a change of control of the Company pursuant to provisions substantially similar to those contained in Section 4.14 and (ivC) any acquisition Indebtedness Incurred to refund any Indebtedness is Incurred by the obligor on the Indebtedness being refunded or disposition by the Company; (vi) Indebtedness of the Company or its Subsidiaries not otherwise permitted to be Incurred pursuant to clauses (i) through (v) above which, together with any other outstanding Indebtedness Incurred pursuant to this clause (vi), has an aggregate principal amount not in excess of $3,000,000 at any time outstanding, which Indebtedness may be incurred under the Credit Agreement or otherwise; (vii) commodity agreements of the Company or any of its Restricted Subsidiaries to the extent entered into to protect the Company and its Restricted Subsidiaries from fluctuations in the prices of raw materials used in their businesses; (viii) exchange rate agreements of the Company or any of its Restricted Subsidiaries to the extent entered into to protect the Company and its Restricted Subsidiaries from fluctuations in exchange rates; (ix) Indebtedness of the Company under the Private Exchange Securities and Securities issued in exchange for outstanding Securities pursuant to the terms of an exchange offer registered pursuant to the Securities Act together with Indebtedness of the Guarantors, if any, under the Guarantee incurred in accordance with this Indenture; (x) Indebtedness outstanding on the Issue Date; (xi) Indebtedness (including Capitalized Lease Obligations) incurred by the Company or any of its Restricted Subsidiaries to finance the purchase, lease or improvement of property (real or personal) or equipment (whether through the direct purchase of assets or the Capital Stock of any company Person owning such assets) in an aggregate principal amount outstanding not to exceed 10% of Tangible Assets at any time (which amount may, but need not, be incurred in whole or in part under the Credit Agreement) provided that the principal amount of such Indebtedness does not exceed the fair market value of such property or equipment; (xii) Indebtedness incurred by the Company or any business or any assets out of its Restricted Subsidiaries constituting reimbursement obligations with respect to letters of credit issued in the ordinary course of business, including, without limitation, letters of credit in respect of workers' compensation claims or self-insurance, or other Indebtedness with respect to reimbursement type obligations regarding workers' compensation claims or self-insurance, and obligations in respect of performance and surety bonds and completion guarantees provided by the Company or any related repayment Restricted Subsidiary of Indebtedness, the Company in each case since the first day ordinary course of such four-quarter period, assuming such acquisition business and (xiii) guarantees by the Company or disposition and any such related payments had been consummated on the first day its Restricted Subsidiaries of such four-quarter period), would Indebtedness otherwise permitted to be at least 2.0:1. The Company will not permit any of its Subsidiaries to incur any Indebtedness (other than Permitted Subsidiary Indebtedness)incurred hereunder.

Limitation on Indebtedness. (a) The Company will shall not, and shall not permit any of its Subsidiaries to, create, issue, incur, assume, guarantee guarantee, or otherwise in any manner become directly or indirectly liable for the payment of or with respect to or otherwise suffer to exist incur (collectively, “"incur”), ") any Indebtedness (including any Acquired Indebtedness), other than Permitted Indebtedness, unless such Indebtedness is incurred by except that the Company may incur Indebtedness (including any Acquired Indebtedness) and any Subsidiary may incur Acquired Indebtedness if, in each case, the Company’s Consolidated Fixed Charge Coverage Ratio for the Company for the four full fiscal quarters for which financial results are available immediately preceding the date of incurrence of such Indebtedness (the “Incurrence Date”), taken as one period (and after giving pro forma PRO FORMA effect to: 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 and its Subsidiaries 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 Indebtedness, the related acquisition, as if such acquisition occurred at the beginning of such four-quarter period; 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, whether by merger, stock purchase or sale or asset purchase or sale 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 ) is at least 2.0:1. The Company will not permit equal to 1.0:1.0 for any of its Subsidiaries to incur any Indebtedness (other than Permitted Subsidiary Indebtedness)such incurrence.

Limitation on Indebtedness. The Company U.S. Banknote shall not, and will not permit any of its Subsidiaries, directly or indirectly, to 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 unless, after giving effect to the incurrence of such Indebtedness and the application of any Acquired Indebtedness), other than Permitted of the proceeds therefrom to repay Indebtedness, unless such Indebtedness is incurred the ratio calculated by taking the Consolidated EBITDA and dividing it by the Company and the Company’s Consolidated Fixed Charge Coverage Ratio Interest Expense of U.S. Banknote for the four full fiscal quarters for which financial results are available ending immediately preceding prior to the date of incurrence of such additional Indebtedness is created, incurred, issued, assumed or guaranteed will be greater than 1.5:1.0, provided that such calculation shall give effect to (the “Incurrence Date”), taken as one period (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. The foregoing limitations shall not apply to the incurrence of Indebtedness pursuant to (i) the New Credit Agreement; (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) Indebtedness represented by the Securities; (iv) Indebtedness created, incurred, issued, assumed or guaranteed in exchange for or the proceeds of which are used to extend, refinance, renew, replace, substitute or refund Indebtedness referred to in clauses (i) and (iii) above (the “Refinancing Indebtedness”); provided, however, that (A) the principal amount of such Refinancing Indebtedness shall not exceed the principal amount of Indebtedness (including unused commitments) so extended, refinanced, renewed, replaced, substituted or refunded, and (B) with respect to Refinancing Indebtedness incurred in connection with clause (iii) above, the Refinancing Indebtedness shall have an Average Life equal to or greater than the Average Life of the Securities; (v) intercompany Indebtedness permitted by Section 5.06; (vi) Indebtedness under Currency Agreements and Interest Rate Agreements, provided that in the case of Acquired Currency Agreements which relate to other Indebtedness, such Currency Agreements do not increase the related Indebtedness of U.S. Banknote outstanding other than as a result of fluctuations in foreign currency exchange rates; (vii) Indebtedness arising from agreements providing for indemnification, adjustment of purchase price or similar obligations, or from guarantees or letters of credit, surety bonds or performance bonds securing any obligations of U.S. Banknote or any Subsidiary of U.S. Banknote pursuant to such agreements, incurred or assumed in connection with the acquisition or disposition of any business, assets or Subsidiary of U.S. Banknote, other than guarantees or similar credit support by U.S. Banknote of Indebtedness incurred by any Person acquiring all or any portion of such business, assets or Subsidiary for the purpose of financing such acquisition; and (ivviii) any acquisition Indebtedness arising from the honoring by a bank or disposition by other financial institution of a check, draft or similar instrument inadvertently (except in the Company and its Subsidiaries case of any company or any business or any assets out of daylight overdrafts) drawn against insufficient funds in the ordinary course of business, or any related repayment of Indebtedness, provided that such Indebtedness referred to 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 this clause (viii) is extinguished within three Business Days of its Subsidiaries to incur any Indebtedness (other than Permitted Subsidiary Indebtedness)incurrence.”

Limitation on Indebtedness. (a) The Company will not, and will not createpermit any of its Restricted Subsidiaries to, 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”), Incur any Indebtedness (including any Acquired Indebtedness), other than Permitted Indebtednessthe Notes and Indebtedness existing on the Closing Date); provided that the Company may Incur Indebtedness if, unless after giving effect to the Incurrence of such Indebtedness is incurred by and the receipt and application of the proceeds therefrom, the Consolidated Leverage Ratio would be greater than zero and less than 6.0:1. Notwithstanding the foregoing, the Company and any Restricted Subsidiary (except as specified below) may Incur each and all of the Company’s Consolidated Fixed Charge Coverage Ratio for following: (i) Indebtedness outstanding at any time in an aggregate principal amount not to exceed $300 million, less any amount of such Indebtedness permanently repaid as provided under Section 4.11; (ii) Indebtedness owed (A) to the four full fiscal quarters for Company evidenced by a promissory note or (B) to any Restricted Subsidiary; provided that any event which financial results are available immediately preceding the date of incurrence in any such Restricted Subsidiary ceasing to be a Restricted Subsidiary or any subsequent transfer of such Indebtedness (other than to the “Company or another Restricted Subsidiary) shall be deemed, in each case, to constitute an Incurrence Date”), 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; not permitted by this clause (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) Indebtedness issued in exchange for, or the net proceeds of which are used to refinance or refund, then outstanding Indebtedness (other than Indebtedness Incurred under clause (i), (ii), (iv), (vi), (viii) or (ix) of this paragraph) and any refinancings thereof in an amount not to exceed the amount so refinanced or refunded (plus premiums, accrued interest, fees and expenses); provided that Indebtedness the proceeds of which are used to refinance or refund the Notes or Indebtedness that is pari passu with, or subordinated in right of payment to, the Notes shall only be permitted under this clause (iii) if (A) in case of Acquired the Notes are refinanced in part or the Indebtedness to be refinanced is pari passu with the Notes, such new Indebtedness, by its terms or by the related acquisitionterms of any agreement or instrument pursuant to which such new Indebtedness is outstanding, is expressly made pari passu with, or subordinate in right of payment to, the remaining Notes, (B) in case the Indebtedness to be refinanced is subordinated in right of payment to the Notes, such new Indebtedness, by its terms or by the terms of any agreement or instrument pursuant to which such new Indebtedness is issued or remains outstanding, is expressly made subordinate in right of payment to the Notes at least to the extent that the Indebtedness to be refinanced is subordinated to the Notes and (C) such new Indebtedness, determined as of the date of Incurrence of such new Indebtedness, does not mature prior to the Stated Maturity of the Indebtedness to be refinanced or refunded, and the Average Life of such new Indebtedness is at least equal to the remaining Average Life of the Indebtedness to be refinanced or refunded; and provided further that in no event may Indebtedness of the Company be refinanced by means of any Indebtedness of any Restricted Subsidiary pursuant to this clause (iii); (iv) any acquisition Indebtedness (A) in respect of performance, surety or disposition by the Company and its Subsidiaries of any company or any business or any assets out of appeal bonds provided in the ordinary course of business, (B) under Currency Agreements and Interest Rate Agreements; provided that such agreements (a) are designed solely to protect the Company or its Restricted Subsidiaries against fluctuations in foreign currency exchange rates or interest rates and (b) do not increase the Indebtedness of the obligor outstanding at any related repayment time other than as a result of Indebtednessfluctuations in foreign currency exchange rates or interest rates or by reason of fees, in each case since indemnities and compensation payable thereunder, and (C) arising from agreements providing for indemnification, adjustment of purchase price or similar obligations, or from Guarantees or letters of credit, surety bonds or performance bonds securing any obligations of the first day of such four-quarter period, assuming such acquisition Company 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 Restricted Subsidiaries pursuant to incur such agreements, in any Indebtedness case Incurred in connection with the disposition of any business, assets or Restricted Subsidiary (other than Permitted Guarantees of Indebtedness Incurred by any Person acquiring all or any portion of such business, assets or Restricted Subsidiary for the purpose of financing such acquisition), in a principal amount not to exceed the gross proceeds actually received by the Company or any Restricted Subsidiary in connection with such disposition; (v) Indebtedness of the Company, to the extent the net proceeds thereof are promptly (A) used to purchase Notes tendered in an Offer to Purchase made as a result of a Change of Control or (B) deposited to defease the Notes pursuant to Article Eight; (vi) Guarantees of the Notes and Guarantees of Indebtedness of the Company by any Restricted Subsidiary provided the Guarantee of such Indebtedness is permitted by and made in accordance with Section 4.07; (vii) Indebtedness Incurred to finance the cost (including the cost of design, development, acquisition, construction, installation, improvement, transportation or integration and all transaction costs related to the foregoing) to acquire equipment, inventory or network assets (including acquisitions by way of Capitalized Lease and acquisitions of the Capital Stock of a Person that becomes a Restricted Subsidiary to the extent of the fair market value of the equipment, inventory or network assets so acquired plus goodwill associated therewith) by the Company or a Restricted Subsidiary after the Closing Date; (viii) Indebtedness of the Company not to exceed, at any one time outstanding, two times (A) the Net Cash Proceeds received by the Company after the Closing Date from the issuance and sale of its Capital Stock (other than Disqualified Stock) to a Person that is not a Subsidiary of the Company, to the extent (I) such Net Cash Proceeds have not been used pursuant to clause (C)(2) of the first paragraph or clause (iii), (iv), (vi) or (vii) of the second paragraph of Section 4.04 to make a Restricted Payment and (II) if such Net Cash Proceeds are used to consummate a transaction pursuant to which the Company Incurs Acquired Indebtedness, the amount of such Net Cash Proceeds exceeds one-half of the amount of Acquired Indebtedness so Incurred and (B) 80% of the fair market value of property (other than cash and cash equivalents) received by the Company after the Closing Date from the sale of its Capital Stock (other than Disqualified Stock) to a Person that is not a Subsidiary of the Company, to the extent (I) such sale of Capital Stock has not been used pursuant to clause (iii), (iv), (vi) or (vii) of the second paragraph of Section 4.04 to make a Restricted Payment and (II) if such Capital Stock is used to consummate a transaction pursuant to which the Company Incurs Acquired Indebtedness, 80% of the fair market value of the property received exceeds one-half of the amount of Acquired Indebtedness so Incurred; provided that such Indebtedness does not mature prior to the Stated Maturity of the Notes and has an Average Life longer than the Notes; (ix) Acquired Indebtedness; (x) Strategic Subordinated Indebtedness; and (xi) subordinated Indebtedness of the Company (in addition to Indebtedness permitted under clauses (i) through (x) above) in an aggregate principal amount outstanding at any time not to exceed $200 million, less any amount of such Indebtedness permanently repaid as provided under Section 4.11.

Limitation on Indebtedness. [ADD: Intentionally Omitted.] [DELETE: The Company will shall not, and shall not createpermit any Restricted Subsidiary to, 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”), Incur any Indebtedness (other than the Securities (including any Acquired Indebtednessagreements pursuant to which the Securities were issued) and Indebtedness existing on the Closing Date); provided that the Company may Incur Indebtedness if, other than Permitted Indebtedness, unless after giving effect to the Incurrence of such Indebtedness is incurred by and the receipt and application of the proceeds therefrom, the Interest Coverage Ratio of the Company would be greater than (a) prior to or on December 31, 1996, 1.5:1 and (b) after December 31, 1996, 1.75:1. Notwithstanding the foregoing, the Company and any Restricted Subsidiary may Incur each and all of 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 (the “Incurrence Date”), taken as one period (and after giving pro forma effect tofollowing: (i) Indebtedness outstanding at any time in an aggregate principal amount not to exceed the incurrence sum of such the outstanding Indebtedness and (if applicable) the application unused commitment under the Bank Credit Agreement and the 1993 Term Loan Agreement as 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 periodClosing Date; (ii) the incurrence, repayment or retirement of Indebtedness outstanding at 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, time in making such computation, the an aggregate principal 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)not to exceed $400 million; (iii) in Indebtedness of the case Company to any of Acquired Indebtednessits Restricted Subsidiaries that is a Wholly Owned Subsidiary of the Company, or of a Restricted Subsidiary to the related acquisitionCompany or to any other Restricted Subsidiary that is a Wholly Owned Subsidiary of the Company; and (iv) Indebtedness issued in exchange for or the net proceeds of which are used to refinance, outstanding Indebtedness of the Company or any acquisition of its Restricted Subsidiaries, other than Indebtedness Incurred under clauses (i), (ii), (vii), (viii) or disposition (x) and any refinancings thereof, in an amount (or, if such new Indebtedness provides for an amount less than the principal amount thereof to be due and payable upon a declaration of acceleration thereof, with an original issue price) not to exceed the amount so exchanged or refinanced (plus premiums, accrued interest, fees and expenses); provided that Indebtedness issued in exchange for or the net proceeds of which are used to refinance the Securities or other Indebtedness of the Company that is subordinated in right of payment to the Securities shall only be permitted under this clause (iv) if (A) in case the Securities are exchanged or refinanced in part, such Indebtedness, by its terms or by the terms of any agreement or instrument pursuant to which such Indebtedness is issued, is expressly made pari passu with, or subordinate in right of payment to, the remaining Securities, (B) in case the Indebtedness to be exchanged or refinanced is subordinated in right of payment to the Securities, such Indebtedness, by its terms or by the terms of any agreement or instrument pursuant to which such Indebtedness is issued, is expressly made subordinate in right of payment to the Securities at least to the extent that the Indebtedness to be exchanged or refinanced is subordinated to the Securities, and (C) in case the Securities are exchanged or refinanced in part or the Indebtedness to be exchanged or refinanced is subordinated in right of payment to the Securities, such Indebtedness, determined as of the date of Incurrence of such new Indebtedness, does not mature prior to six months after the Stated Maturity of the Securities and the Average Life of such Indebtedness is equal to or greater than the sum of the remaining Average Life of the Securities, plus six months; provided further that in no event may Indebtedness of the Company that is pari passu with, or subordinated in right of payment to, the Securities be exchanged for or refinanced by means of Indebtedness of any Subsidiary of the Company pursuant to this clause (iv); and provided further that the two foregoing provisos of this clause (iv) shall not be applicable to Indebtedness Incurred in exchange for or to refinance the 12 % Notes, the 10% Notes, the 12 % Debentures or the 14 % Debentures (including in each case redemption or other premiums, consent or other fees, and expenses incurred in connection therewith); (v) Indebtedness Incurred by the Company and in connection with (x) the repurchase of shares of, or options to purchase shares of, the Common Stock of the Company or any of its Subsidiaries from employees, former employees, directors or former directors of any company the Company or any business of its Subsidiaries (or permitted transferees of such employees, former employees, directors or former directors) or (y) Guarantees of borrowings made by such Persons exclusively for the purpose of exercising options to purchase or sell such shares of Common Stock and paying any assets out associated tax liability, in each case pursuant to the terms of the A-16 form of agreements or plans (or amendments thereto) under which such Persons purchase or sell, or are granted the option to purchase or sell, shares of such Common Stock; (vi) Indebtedness (A) in respect of performance bonds, bankers' acceptances, letters of credit and surety or appeal bonds provided in the ordinary course of business, (B) under Currency Agreements and Interest Rate Agreements; provided that, in the case of Currency Agreements that relate to other Indebtedness, such Currency Agreements do not increase the Indebtedness of the Company outstanding at any time other than as a result of fluctuations in foreign currency exchange rates or by reason of fees, indemnities and compensation payable thereunder and (C) arising from agreements providing for indemnification, adjustment of purchase price or similar obligations, or from Guarantees or letters of credit, surety bonds or performance bonds securing any obligations of the Company or any related repayment Subsidiary of Indebtednessthe Company pursuant to such agreements, in each any case since Incurred in connection with the disposition of any business, assets or Subsidiary of the Company, other than Guarantees of Indebtedness Incurred by any Person acquiring all or any portion of such business, assets or Subsidiary of the Company for the purpose of financing such acquisition; (vii) Indebtedness under Guarantees incurred by the Company in respect of obligations of Unrestricted Subsidiaries outstanding at any time in an aggregate amount not to exceed $50 million; (viii) Acquired Indebtedness; provided that, at the time of the Incurrence thereof, the Company could Incur at least $1.00 of Indebtedness under the first day paragraph of this Section 3.03 and refinancings thereof; provided that such four-quarter period, assuming such acquisition or disposition and refinancing Indebtedness may not be Incurred by 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 (Person other than Permitted the Company or the Restricted Subsidiary that is the obligor on such Acquired Indebtedness).; (ix) Indebtedness directly Incurred to finance Consolidated Capital Expenditures in an aggregate amount not to exceed in any fiscal year of the Company the amount indicated below: Maximum Fiscal Year Amount ----------- ------- 1994............................................. $250 1995............................................. $250 1996 and thereafter.............................. $275

Limitation on Indebtedness. The Company will not, and will not createpermit any of its Subsidiaries to, issuecrate, incur, assume, or directly or indirectly guarantee or otherwise in any other manner become directly or indirectly liable for the payment of or otherwise suffer to exist (collectively, “incur”)of, any Indebtedness (including any Acquired Indebtedness), other than Indebtedness and the liquidation value of any outstanding Permitted Preferred Stock but excluding Permitted Indebtedness, ) unless such Indebtedness is incurred by the Company and the Company’s '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 (the “Incurrence Date”)event, taken as one period (period, and after giving given pro forma effect to: 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, incurred at the beginning of such four-quarter period; (ii) the incurrence, repayment or retirement of any other Indebtedness by the Company and its Subsidiaries 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); and (iii) in the case of Acquired Indebtedness, the related acquisition; and (iv) any acquisition or disposition by the Company and its or any Subsidiaries of any company assets or any business or any assets Person out of the ordinary course of business, whether by merger, stock purchase or any related repayment of Indebtednesssale, in each case since or asset purchase or sale, as if such acquisition or disposition occurred at the first day beginning of such four-quarter period, assuming including the Consolidated Net Income for such acquisition period related to the Person or disposition and any assets acquired or disposed by the Company or such related payments had been consummated on the first day of such four-quarter period)Subsidiary, would be is at least 2.0:1. The Company will not permit any of its Subsidiaries equal to incur any Indebtedness (other than Permitted Subsidiary Indebtedness).the ratios set forth below during the Fiscal Years indicated below: Fiscal Year Ratio ----------- ----- 1994.............................. 1.85:1.00 1995.............................. 2.00:1.00 1996 and thereafter............... 2.15:1.00

Limitation on 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 liable, contingently or otherwise (in each case, to "incur"), for the payment of or otherwise suffer to exist (collectively, “incur”), any Indebtedness (including any Acquired Indebtedness), ) other than Permitted Indebtedness; provided, unless such Indebtedness is incurred by however, that (i) 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 any Guarantor will be permitted to incur Indebtedness (the “Incurrence Date”including Acquired Indebtedness), taken as one period and (and ii) a Restricted Subsidiary will be permitted to incur Acquired Indebtedness, if in each case, after giving pro forma effect to: to (i1) 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, were incurred at the beginning of the four full fiscal quarters immediately preceding such four-quarter incurrence, taken as one period; (ii2) the incurrence, repayment or retirement of any other Indebtedness or any obligations giving rise to Consolidated Rental Payments by the Company and its Restricted Subsidiaries since the first day of such four-quarter period as if such Indebtedness was or obligations were 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 Indebtedness, the related acquisition; and (iv3) any acquisition Asset Sale 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 Asset Acquisition occurring since the first day of such four-quarter period, assuming period (including to the date of calculation) as if such acquisition or disposition and any such related payments had been consummated on occurred at the first day beginning of such four-quarter period), would be the Consolidated Fixed Charge Coverage Ratio of the Company is at least 2.0:1. The Company will not permit any of its Subsidiaries to incur any Indebtedness (other than Permitted Subsidiary Indebtedness)2:1.

Limitation on Indebtedness. (a) The Company will shall not, and shall not createpermit any of its Subsidiaries to, issue, incur, assume, guarantee or otherwise in any manner become directly or indirectly liable for the payment of or otherwise suffer to exist (collectivelyindirectly, “incur”), Incur any Indebtedness (including any Acquired Indebtedness), other than Permitted Indebtedness, ) unless such Indebtedness (a) no Event of Default is incurred by continuing and (b) the Debt to Capital Ratio of the Company and as of the Company’s Consolidated Fixed Charge Coverage Ratio for the four full fiscal quarters for which financial results are available balance sheet date immediately preceding the date of incurrence of on which such additional Indebtedness (the “Incurrence Date”)is incurred would have been no greater than 35%, 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 the additional Indebtedness and all other Indebtedness incurred since the immediately preceding balance sheet date had been incurred, except to the extent such Indebtedness was incurredis used to prepay other Indebtedness and the proceeds therefrom applied as of such day. (b) The provisions of Section 3.3(a) shall not apply to the Incurrence of the following Indebtedness: (i) Indebtedness of the Company evidenced by the Notes, and any exchange notes issued in exchange for such Notes pursuant to the application of such proceeds occurred, at the beginning of such four-quarter periodRegistration Rights Agreement; (ii) any Indebtedness outstanding on the incurrence, repayment or retirement of Issue Date and any other Refinancing Indebtedness by the Company since the first day Incurred in respect of such four-quarter period as if such Indebtedness, and any Indebtedness was incurred, repaid or retired at Incurred that is used to redeem the beginning of such four-quarter period (except that, Notes in making such computation, accordance with 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)terms hereof; (iii) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument, including, but not limited to, electronic transfers, wire transfers and commercial card payments drawn against insufficient funds in the case ordinary course of Acquired Indebtednessbusiness (except in the form of committed or uncommitted lines of credit); provided, the related acquisitionhowever, that such Indebtedness is extinguished within 10 Business Days of Incurrence; and (iv) any acquisition or disposition by Indebtedness owed to banks and other financial institutions Incurred in the ordinary course of business of the Company and its Subsidiaries with such banks or financial institutions that arise in connection with ordinary banking arrangements to provide treasury services or to manage cash balances of the Company and its Subsidiaries; (v) Indebtedness owed by the Company to any company Subsidiary or owed by any Subsidiary to the Company or another Subsidiary; (vi) Indebtedness of the Company or any business or Subsidiary in a total maximum not to exceed $10,000,000 outstanding at any assets out of time, provided that on 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 date any such related payments had been consummated Indebtedness is incurred, and after giving effect thereto on the first day of such four-quarter perioda pro forma basis, no Default has occurred and is continuing (or would result therefrom), would be at least 2.0:1. The Company will not permit including pro forma compliance with any of its Subsidiaries financial covenant ratios applicable to incur any Indebtedness (other than Permitted Subsidiary Indebtedness).the Notes; 36

Limitation on Indebtedness. [ADD: Intentionally Omitted.] [DELETE: The Company will shall not, and shall not createpermit any Restricted Subsidiary to, 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”), Incur any Indebtedness (other than the Securities (including any Acquired Indebtednessagreements pursuant to which the Securities were issued) and Indebtedness existing on the Closing Date); provided that the Company may Incur Indebtedness if, other than Permitted Indebtedness, unless after giving effect to the Incurrence of such Indebtedness is incurred by and the receipt and application of the proceeds therefrom, the Interest Coverage Ratio of the Company would be greater than (a) prior to or on December 31, 1996, 1.5:1 and (b) after December 31, 1996, 1.75:1. Notwithstanding the foregoing, the Company and any Restricted Subsidiary may Incur each and all of 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 (the “Incurrence Date”), taken as one period (and after giving pro forma effect tofollowing: (i) Indebtedness outstanding at any time in an aggregate principal amount not to exceed the incurrence sum of such the outstanding Indebtedness and (if applicable) the application unused commitment under the Bank Credit Agreement and the 1993 Term Loan Agreement as 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 periodClosing Date; (ii) the incurrence, repayment or retirement of Indebtedness outstanding at 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 time in an aggregate principal amount not to exceed $650 million; provided that (except that, in making such computation, A) the amount of such Indebtedness outstanding at any time of Restricted Subsidiaries under any revolving credit facility this clause (ii) shall be computed based upon not exceed $200 million and (B) the average daily balance amount of such Indebtedness during such four-quarter period)outstanding at any time of Domestic Subsidiaries under this clause (ii) shall not exceed $100 million; (iii) in indebtedness of the case Company to any of Acquired Indebtednessits Restricted Subsidiaries that is a Wholly Owned Subsidiary of the Company, or of a Restricted Subsidiary to the related acquisitionCompany or to any other Restricted Subsidiary that is a Wholly Owned Subsidiary of the Company; and (iv) Indebtedness issued in exchange for or the net proceeds of which are used to refinance, outstanding Indebtedness of the Company or any acquisition of its Restricted Subsidiaries, other than Indebtedness Incurred under clauses (i), (ii), (vii), (viii) or disposition (x) and any refinancings thereof, in an amount (or, if such new Indebtedness provides for an amount less than the principal amount thereof to be due and payable upon a declaration of acceleration thereof, with an original issue price) not to exceed the amount so exchanged or refinanced (plus premiums, accrued interest, fees and expenses); provided that Indebtedness issued in exchange for or the net proceeds of which are used to refinance the Securities or other Indebtedness of the Company that is subordinated in right of payment to the Securities shall only be permitted under this clause (iv) if (A) in case the Securities are exchanged or refinanced in part, such Indebtedness, by its terms or by the terms of A-2 any agreement or instrument pursuant to which such Indebtedness is issued, is expressly made pari passu with, or subordinate in right of payment to, the remaining Securities, (B) in case the Indebtedness to be exchanged or refinanced is subordinated in right of payment to the Securities, such Indebtedness, by its terms or by the terms of any agreement or instrument pursuant to which such Indebtedness is issued, is expressly made subordinate in right of payment to the Securities at least to the extent that the Indebtedness to be exchanged or refinanced is subordinated to the Securities, and (C) in case the Securities are exchanged or refinanced in part or the Indebtedness to be exchanged or refinanced is subordinated in right of payment to the Securities, such Indebtedness, determined as of the date of Incurrence of such new Indebtedness, does not mature prior to six months after the Stated Maturity of the Securities and the Average Life of such Indebtedness is equal to or greater than the sum of the remaining Average Life of the Securities, plus six months; provided further that in no event may Indebtedness of the Company that is pari passu with, or subordinated in right of payment to, the Securities be exchanged for or refinanced by means of Indebtedness of any Subsidiary of the Company pursuant to this clause (iv); and provided further that the two foregoing provisos of this clause (iv) shall not be applicable to Indebtedness Incurred in exchange for or to refinance the 12 5/8% Notes, the 10% Notes, the 12 3/8% Debentures or the 14 1/8% Debentures (including in each case redemption or other premiums, consent or other fees, and expenses incurred in connection therewith); (v) Indebtedness Incurred by the Company and in connection with (x) the repurchase of shares of, or options to purchase shares of, the Common Stock of the Company or any of its Subsidiaries from employees, former employees, directors or former directors of any company the Company or any business of its Subsidiaries (or permitted transferees of such employees, former employees, directors or former directors) or (y) Guarantees of borrowings made by such Persons exclusively for the purpose of exercising options to purchase or sell such shares of Common Stock and paying any assets out associated tax liability, in each case pursuant to the terms of the form of agreements or plans (or amendments thereto) under which such Persons purchase or sell, or are granted the option to purchase or sell, shares of such Common Stock; (vi) Indebtedness (A) in respect of performance bonds, bankers' acceptances, letters of credit and surety or appeal bonds provided in the ordinary course of business, (B) under Currency Agreements and Interest Rate Agreements; provided that, in the case of Currency Agreements that relate to other Indebtedness, such Currency Agreements do not increase the Indebtedness of the Company outstanding at any time other than as a result of fluctuations in foreign currency exchange rates or by reason of fees, indemnities and compensation payable thereunder and (C) arising from agreements providing for indemnification, adjustment of purchase price or similar obligations, or from Guarantees or letters of credit, surety bonds or performance bonds securing any obligations of the Company or any related repayment Subsidiary of Indebtednessthe Company pursuant to such agreements, in each any case since Incurred in connection with the disposition of any business, assets or Subsidiary of the Company, other than Guarantees of Indebtedness Incurred by any Person acquiring all or any portion of such business, assets or Subsidiary of the Company for the purpose of financing such acquisition; (vii) Indebtedness under Guarantees incurred by the Company in respect of obligations of Unrestricted Subsidiaries outstanding at any time in an aggregate amount not to exceed $50 million; (viii) Acquired Indebtedness; provided that, at the time of the Incurrence thereof, the Company could Incur at least $1.00 of Indebtedness under the first day paragraph of this Section 3.03 and refinancings thereof; provided that such four-quarter period, assuming such acquisition or disposition and refinancing Indebtedness may not be Incurred by 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 (Person other than Permitted the Company or the Restricted Subsidiary that is the obligor on such Acquired Indebtedness).; (ix) Indebtedness directly Incurred to finance Consolidated Capital Expenditures in an aggregate amount not to exceed in any fiscal year of the Company the amount indicated below: Maximum Fiscal Year Amount ----------- ------------- (In Millions) 1994................................................. $250 1995................................................. $250 1996 and thereafter.................................. $275 provided, however, that the amount of Indebtedness which may be Incurred in any fiscal year pursuant to this clause (ix) shall be increased by the amount of Indebtedness which could have been Incurred in the prior fiscal year pursuant to this clause (ix) but which was not so Incurred; or

Limitation on Indebtedness. (a) The Company will shall not, and shall not createpermit any Restricted Subsidiary to, issueIncur any Indebtedness; provided, incurhowever, assume, guarantee that on or otherwise in any manner become directly or indirectly liable for after the payment first anniversary of or otherwise suffer to exist the Closing Date the Company may Incur Indebtedness if on the date thereof the Consolidated Coverage Ratio would be greater than 1.6:1.0. (collectively, “incur”b) Notwithstanding Section 6.01(a), any Indebtedness (including any Acquired Indebtedness), other than Permitted Indebtedness, unless such Indebtedness is incurred by the Company and its Restricted Subsidiaries may Incur 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 (the “Incurrence Date”), taken as one period (and after giving pro forma effect tofollowing Indebtedness: (i) Indebtedness (A) of the incurrence of such Indebtedness Company to any Subsidiary, and (if applicableB) of any Subsidiary to the application of the net proceeds therefrom, including to refinance Company or any other Indebtedness, as if such Indebtedness was incurred, and the application of such proceeds occurred, at the beginning of such four-quarter periodSubsidiary; (ii) Indebtedness represented by (w) the incurrenceLoan, repayment (x) any Indebtedness outstanding or retirement to be issued or made pursuant to the NRG Plan, (y) any Co-Investment Indebtedness and (z) any Refinancing Indebtedness Incurred in respect of any other Indebtedness by the Company since the first day of such four-quarter period as if such Indebtedness was incurred, repaid described in this clause (ii) 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 periodSection 6.01(a); (iii) Indebtedness of the Company or any of its Subsidiaries in the case an aggregate principal amount at any one time outstanding (excluding Indebtedness that is permitted to be incurred pursuant to clause (ii) of Acquired Indebtedness, the related acquisitionthis Section 6.01(b)) not in excess of $5,000,000; and (iv) any acquisition or disposition by Indebtedness in connection with workmen's compensation obligations and related general liability exposure of the Company and its Subsidiaries Subsidiaries; and (v) Capitalized Lease Obligations in respect of any company or any business or any assets out (A) sale/leaseback transactions of property owned by 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 Company on the first day of Closing Date, and (B) fixtures and equipment and other personal property acquired after the Closing Date. (c) The Company shall not Incur any Indebtedness pursuant to Section 6.01(b) if the proceeds thereof are used, directly or indirectly, to repay, prepay, redeem, defease, retire, refund or refinance any Subordinated Obligations unless such four-quarter period), would Indebtedness shall be subordinated to the Loan to at least 2.0:1the same extent as such Subordinated Obligations. The Company will not permit any of its Subsidiaries to incur any Indebtedness (other than Permitted Subsidiary Indebtedness)SECTION 6.02.

Limitation on Indebtedness. The Company will shall not, and shall not permit any of its Subsidiaries (other than HGA or 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 or otherwise suffer with respect to exist (collectively, “'incur”), ') any Indebtedness (including any Acquired IndebtednessDebt), other than Permitted Indebtedness, unless such Indebtedness is incurred by the Company and the Company’s Consolidated Fixed Charge Cash Flow 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 additional Indebtedness (the “Incurrence Date”)is incurred would have been at least 1.0 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 and including, without limitation, the earnings of any business acquired by the Company with the proceeds therefrom), as if the additional Indebtedness had been incurred at the beginning of such four-quarter period. The foregoing limitation shall not prohibit: (a) the existence of the Existing Indebtedness; (b) if all or any portion of the principal amount of any Existing Indebtedness is repaid, from time to time on or after the date of this Indenture, the incurrence by the Company and its Subsidiaries of Indebtedness in an amount not to exceed at any one time outstanding the aggregate principal amount so repaid; (c) the incurrence by the Company of any Indebtedness to any of its Subsidiaries or the incurrence by any Subsidiary of the Company of any Indebtedness to the Company or any Subsidiary of the Company; (d) the incurrence of Indebtedness (including Acquired Debt) by any Subsidiary of the Company if such Subsidiary, together with its consolidated Subsidiaries, would have had a Cash Flow Coverage Ratio for such Subsidiary's most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such Indebtedness is incurred by such Subsidiary of at least 1.0 to refinance other Indebtedness1, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom and including, without limitation, the earnings of any business acquired by the Company with the proceeds therefrom), as if such additional Indebtedness was incurred, and the application of such proceeds occurred, had been incurred at the beginning of such four-quarter period; (iie) 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 Indebtedness, the related acquisition; and (iv) any acquisition or disposition incurrence by the Company and its Subsidiaries of additional Indebtedness in an amount not to exceed $50,000,000 at any company one time outstanding; (f) the incurrence by the Company or any business of its Subsidiaries of Indebtedness issued in exchange for, or the proceeds of which are used to extend, refinance, renew, replace or refund , Indebtedness referred to in clauses (a) through (e) above; or (g) the incurrence by the Company and its Subsidiaries of Purchase Money Indebtedness. Each of the foregoing clauses (a) through (g) sets forth an independent, separate and distinct exception to the covenant set forth in the first paragraph of this Section, and Indebtedness that may be incurred pursuant to each of such clauses is in addition to any Indebtedness that may be incurred pursuant to any other clause. Limitations set forth in any one of such clauses (a) through (g) or in the definitions used therein shall not be applicable to any other such clauses or any assets out other such definitions. The Indebtedness permitted to be incurred pursuant to the foregoing clauses (a) through (g) may be incurred from time to time pursuant to one agreement or several agreements with one lender or several lenders. The exceptions contained in the foregoing clauses (a) through (g) shall not be applicable to the prohibition set forth in the following paragraph against the incurrence of Indebtedness by HGA and its Subsidiaries, the ordinary course of business, or any related repayment of Indebtedness, exceptions to which are set forth 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 2.0:1paragraph. The Company will shall not permit any of HGA and its Subsidiaries to incur any Indebtedness (other than Permitted (a) Existing Indebtedness of HGA or any of its Subsidiaries; (b) Indebtedness to the Company or any Subsidiary Indebtedness).of the Company;

Limitation on Indebtedness. (a) The Company will not, and will not createpermit any of its Restricted Subsidiaries to, 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”), Incur any Indebtedness (including any Acquired Indebtedness), other than Permitted Indebtedness, unless such the Notes and Indebtedness is incurred by existing on the Closing Date); provided that the Company and its Restricted Subsidiaries may Incur Indebtedness if, after giving effect to the Company’s Consolidated Fixed Charge Incurrence of such Indebtedness and the receipt and application of the proceeds therefrom, the Interest Coverage Ratio for would be greater than 2.0:1. Notwithstanding the four full fiscal quarters for foregoing, the Company and any Restricted Subsidiary may Incur each and all of the following: (i) Indebtedness in an aggregate principal amount not to exceed, at any one time outstanding, the Credit Agreement Amount, less any amount of such Indebtedness permanently repaid as provided under Section 4.10; (ii) Indebtedness owed (A) to the Company evidenced by a promissory note or (B) to any of its Restricted Subsidiaries; provided that any event which financial results are available immediately preceding the date of incurrence in any such Restricted Subsidiary ceasing to be a Restricted Subsidiary or any subsequent transfer of such Indebtedness (other than to the “Company or another Restricted Subsidiary) shall be deemed, in each case, to constitute an Incurrence Date”), 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; not permitted by this clause (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) Indebtedness issued in exchange for, or the net proceeds of which are used to refinance or refund, then outstanding Indebtedness (other than Indebtedness Incurred under clause (i), (ii), (iv), (vi) or (x) of this paragraph) and any refinancings thereof in an amount not to exceed the amount so refinanced or refunded (plus premiums, accrued interest, fees and expenses); provided that Indebtedness the proceeds of which are used to refinance or refund the Notes or Indebtedness that is pari passu with, or subordinated in right of payment to, the Notes shall only be permitted under this clause (iii) if (A) in case of Acquired the Notes are refinanced in part or the Indebtedness to be refinanced is pari passu with the Notes, the new Indebtedness, by its terms or by the related acquisitionterms of any agreement or instrument pursuant to which such new Indebtedness is outstanding, is expressly made pari passu with, or subordinate in right of payment to, the remaining Notes, (B) in case the Indebtedness to be refinanced is subordinated in right of payment to the Notes, such new Indebtedness, by its terms or by the terms of any agreement or instrument pursuant to which such new Indebtedness is issued or remains outstanding, is expressly made subordinate in right of payment to the Notes remaining outstanding at least to the extent that the Indebtedness to be refinanced is subordinated to the Notes and (C) the new Indebtedness, determined as of the date of Incurrence of such new Indebtedness, does not mature prior to the Stated Maturity of the Indebtedness to be refinanced or refunded, and the Average Life of such new Indebtedness is at least equal to the remaining Average Life of the Indebtedness to be refinanced or refunded; and provided however, that in no event may Indebtedness of the Company that is pari passu with, or subordinated to, the Notes be refinanced by means of any Indebtedness of any Restricted Subsidiary pursuant to this clause (iii); (iv) any acquisition Indebtedness (A) in respect of performance, surety or disposition by the Company and its Subsidiaries of any company or any business or any assets out of appeal bonds provided in the ordinary course of business, (B) under Currency Agreements, Interest Rate Agreements and commodity hedging agreements; provided that such agreements (a) are designed solely to protect the Company or its Restricted Subsidiaries against fluctuations in foreign currency exchange rates, interest rates or commodity prices and (b) do not increase the Indebtedness of the obligor outstanding at any time other than as a result of fluctuations in foreign currency exchange rates, interest rates or by reason of fees, indemnities and compensation payable thereunder, and (C) arising from agreements providing for indemnification, adjustment of purchase price or similar obligations, or from Guarantees or letters of credit, surety bonds or performance bonds securing any obligations of the Company or any related repayment of Indebtednessits Restricted Subsidiaries pursuant to such agreements, in any case Incurred in connection with the disposition of any business, assets or Restricted Subsidiary (other than Guarantees of Indebtedness Incurred by any Person acquiring all or any portion of such business, assets or Restricted Subsidiary for the purpose of financing such acquisition), in a principal amount not to exceed the gross proceeds actually received by the Company or any Restricted Subsidiary in connection with such disposition; (v) Indebtedness of the Company, to the extent the net proceeds thereof are promptly (A) used to purchase Notes tendered in an Offer to Purchase made as a result of a Change in Control or (B) deposited to defease the Notes as described below in Section 8.02; (vi) Guarantees of Indebtedness of the Company and Restricted Subsidiaries to the extent such Indebtedness is otherwise permitted to be Incurred under this Section 4.03, provided that in the case of a Guarantee by a Restricted Subsidiary, such Restricted Subsidiary complies with Section 4.07 to the extent applicable; (vii) obligations in respect of letters of credit not to exceed $30 million outstanding at any one time; (viii) the incurrence by the Company or any of its Restricted Subsidiaries of Indebtedness represented by Capital Lease Obligations, mortgage financings or purchase money obligations, in each case since case, incurred for the first day purpose of financing all or any part of the purchase price or cost of construction or improvement of property, plant or equipment used in the Company’s business or the business of such fourRestricted Subsidiary, in an aggregate principal amount not to exceed $100 million at any time outstanding; (ix) the incurrence by a Securitization Entity of Indebtedness in a Qualified Securitization Transaction that is Non-quarter period, assuming such acquisition or disposition Recourse Debt with respect to the Company 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 Restricted Subsidiaries to incur any Indebtedness (other than Permitted Subsidiary IndebtednessSecuritization Entities), except for Standard Securitization Undertakings and Limited Originator Recourse, provided that any event which results in any such Securitization Entity ceasing to be a Securitization Entity shall be deemed to constitute an Incurrence of such Indebtedness not permitted by this clause (ix); and (x) other Indebtedness in an aggregate principal amount not to exceed $75 million outstanding at any one time.

Limitation on Indebtedness. The Company will not, and will not create, issuepermit any -------------------------- Subsidiary to, incur, create, contract, assume, have outstanding, guarantee or otherwise in any manner become be or become, directly or indirectly indirectly, liable for the payment of or otherwise suffer to exist (collectively, “incur”)in respect of, any Indebtedness (including any Acquired 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 (the “Incurrence Date”), taken as one period (and after giving pro forma effect to: except (i) the incurrence Indebtedness arising out of such Indebtedness and (if applicable) the application of the net proceeds therefromthis Loan Agreement, 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 Subordinated Indebtedness; provided that (a) 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 principal amount of the Subordinated Indebtedness issued under any revolving credit facility the April 1997 Indenture shall not exceed $125,000,000 and the principal amount of the Subordinated Indebtedness issued under the October 1997 Indenture shall not exceed $175,0000,000, (b) the interest rate payable on the Subordinated Indebtedness issued under the April 1997 Indenture shall not exceed nine and one-fourth percent (9 1/4%) per annum and the interest rate payable on the Subordinated Indebtedness issued under the October 1997 Indenture shall not exceed eight and three-fourths percent (8 3/4%), and (c) the maturity date of the Subordinated Indebtedness issued under the April 1997 Indenture shall not be computed based upon sooner than April 1, 2007 and the average daily balance maturity date of such the Subordinated Indebtedness during such four-quarter period); issued under the October 1997 Indenture shall not be sooner than November 1, 2009, (iii) in the case of Acquired Indebtedness, excluding Permitted Margin Debt, secured by the related acquisition; and Permitted Liens, (iv) any acquisition or disposition by the Company Permitted Margin Debt, (v) current liabilities for taxes and its Subsidiaries of any company or any business or any assets out of assessments incurred in the ordinary course of businessbusiness and other liabilities incurred in the ordinary course of business which are currently being contested in good faith and adequate reserves therefor are being maintained according to Generally Accepted Accounting Principles, (vi) current amounts payable or any related repayment accrued 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 claims (other than Permitted Subsidiary Indebtedness)for borrowed funds or purchase money obligations) incurred in the ordinary course of business provided -------- that all such liabilities, accounts and claims shall be promptly paid and discharged when due or in conformity with customary trade terms, unless such liabilities are currently being contested in good faith and adequate reserves therefor are being maintained according to Generally Accepted Accounting Principles, (vii) Indebtedness of Company and the Subsidiaries not otherwise included in the preceding subclauses of this Section 9.01 that is reflected in the audited consolidated financial statement of Company and the Subsidiaries as of December 31, 1996, (viii) Indebtedness evidenced by or created under the Lease Agreements, (ix) Indebtedness under any Hedge Agreements that are permitted according to Section 9.18 hereof, (x) Indebtedness evidenced by any Interest Swap Agreement, provided such agreement is entered into for business purposes respecting any then existing Indebtedness of Company, and (xi) such other Indebtedness of Company and the Subsidiaries (in the aggregate) not exceeding $5,000,000 at any one time outstanding, exclusive of any Indebtedness between Company and the Subsidiaries.

Limitation on Indebtedness. The Company will not, and will not permit any Restricted Subsidiary to, create, issue, incur, assume, guarantee or otherwise in any manner become directly or indirectly liable for the payment of of, or otherwise suffer to exist incur (collectively, “"incur”"), any Indebtedness (including any Acquired Indebtedness), other than Permitted Indebtedness; provided, unless such Indebtedness is incurred by however, that the Company and any Subsidiary Guarantor may incur Indebtedness (including Acquired Indebtedness) if at the Company’s time of such incurrence the 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 (the “Incurrence Date”)for which internal financial statements are available, taken as one period (and after giving pro forma effect to: 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 on the beginning first day of such four-four- quarter period; , (ii) the incurrence, repayment or retirement of any other Indebtedness by the Company and its Restricted Subsidiaries since the first day of such four-quarter period as if such Indebtedness was incurred, repaid or retired at on the beginning first day 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); ) and (iii) in the case of Acquired Indebtednessacquisition (whether by purchase, the related acquisition; and (ivmerger or otherwise) any acquisition or disposition (whether by sale, merger or otherwise) of any company, entity or business acquired or disposed of by the Company and or its Subsidiaries of any company or any business or any assets out of Restricted Subsidiaries, as the ordinary course of businesscase may be, or any related repayment of Indebtedness, in each case since the first day of such four-four- quarter period, assuming as if such acquisition or disposition and any such related payments had been consummated occurred on the first day of such four-quarter period), would be have been at least 2.0:1. The Company will not permit any of its Subsidiaries equal to incur any Indebtedness (other than Permitted Subsidiary Indebtedness)2.0 to 1.0.

Limitation on Indebtedness. (a) The Company will not, and will not permit any Restricted Subsidiary to, create, issue, incur, assume, guarantee or otherwise in any manner become directly liable with respect to, or indirectly liable become responsible for the payment of or otherwise suffer to exist (collectively, “incur”)of, any Indebtedness (including any Acquired Indebtedness)unless, other than Permitted Indebtednessafter giving effect thereto, unless such Indebtedness is incurred by the Company and the Company’s Consolidated Fixed Charge Coverage Ratio for of the four full fiscal quarters for which financial results are available immediately preceding Company is greater than 1.9 to 1. (b) Notwithstanding the date foregoing, the Company and its Restricted Subsidiaries may incur, create, assume, guarantee or otherwise become liable with respect to any or all of incurrence of such Indebtedness (the “Incurrence Date”), taken as one period (and after giving pro forma effect tofollowing: (i) the incurrence Indebtedness not otherwise permitted pursuant to clauses (ii) through (ix) below in an aggregate amount at any time outstanding of such up to $75,000,000 (including any Replacement Indebtedness and (if applicable) the application of the net proceeds therefrom, including used to refinance other Indebtedness, as if such Indebtedness was incurred, and the application of such proceeds occurred, at the beginning of such four-quarter periodunder this clause (i)); (ii) the incurrence, repayment or retirement of any other Indebtedness evidenced 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 Initial Notes (except that, and any Exchange Notes issued 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 periodrespect thereof); (iii) in the case Indebtedness of Acquired Indebtedness, the related acquisition; and (iv) any acquisition or disposition by the Company and its Restricted Subsidiaries remaining outstanding immediately after the issuance of the Initial Notes and application of the proceeds thereof; (iv) Indebtedness to the Company or to a Restricted Subsidiary; (v) Indebtedness incurred by the Company or any Restricted Subsidiary in connection with (a) the construction of any company new facility or any facilities related to the gaming business or any related business of the Company or any Restricted Subsidiary or in connection with the expansion by the Company or any Restricted Subsidiary of any of its existing facilities; provided, however, that the aggregate principal amount of all such Indebtedness incurred on and subsequent to the Effective Date shall not exceed $100,000,000 (including any Replacement Indebtedness used to refinance Indebtedness under this clause v(a)), (b) the maintenance, refurbishment or replacement by the Company or any Restricted Subsidiary in the ordinary course of business of assets out related to the gaming business or any related business of the Company or any Restricted Subsidiary or (c) the acquisition of slot machines, gaming tables or other similar gaming equipment; (vi) Indebtedness under the Credit Facility in an aggregate amount of up to $675,000,000; (vii) Indebtedness under Currency Agreements or Interest Swap Obligations, provided that such Currency Agreements or Interest Swap Obligations are related to payment obligations on Indebtedness otherwise permitted by this Section 705; (viii) Indebtedness incurred in respect of performance bonds, bankers' acceptances, letters of credit and similar arrangements in respect of workers' compensation claims and self-insurance obligations provided by the Company or any Restricted Subsidiary in the ordinary course of business; and (ix) Indebtedness ("Replacement Indebtedness") the proceeds of which are used to refinance (a) all or a portion of the Initial Notes (and any Exchange Notes issued in respect thereof), (b) any other permitted Indebtedness of the Company and its Restricted Subsidiaries (other than Indebtedness incurred under clause (vi) above or any related repayment of (c) permitted successor or replacement Indebtedness, in each case since in a principal amount (or, if such Replacement Indebtedness does not require cash payments prior to maturity, with an original issue price) not to exceed an amount equal to the first day aggregate of the principal amount plus any prepayment penalties, premiums and accrued and unpaid interest on the Indebtedness so refinanced and customary fees, expenses and costs related to the incurrence of such four-quarter periodReplacement Indebtedness, assuming provided that, in the case of this clause (ix), (1) if the Notes are refinanced in part, such acquisition Replacement Indebtedness is expressly made pari passu or disposition subordinate in right of payment to the remaining Notes, (2) if the Indebtedness to be refinanced is subordinate in right of payment to the Notes, such Replacement Indebtedness is subordinate in right of payment to the Notes at least to the extent that the Indebtedness to be refinanced is subordinate to the Notes, and any (3) if the Notes are refinanced in part or if the Indebtedness to be refinanced is subordinate in right of payment to the Notes and scheduled to mature after the maturity date of the Notes, such related payments had been consummated Replacement Indebtedness determined as of the date of incurrence does not mature prior to the final scheduled maturity date of the Notes and the Average Life of such Replacement Indebtedness is equal to or greater than the Average Life of the remaining Notes. For purposes of determining compliance with this Section 705, in the event that an item of proposed Indebtedness meets the criteria of more than one of the categories of Indebtedness described in clauses (i) through (ix) above, or is entitled to be incurred pursuant to paragraph (a) of this covenant, the Company will be permitted to classify such item of Indebtedness on the first day date of its incurrence, or later reclassify all or a portion of such four-quarter perioditem of Indebtedness, in any manner that complies with this covenant (provided that Indebtedness incurred under the Credit Agreement will be allocated first to the category described in clause (vi) above and other Indebtedness incurred under clause (vi) above will not be reclassified), would be at least 2.0:1. The Company accrual of interest, the accretion or amortization of original issue discount, the payment of interest on any Indebtedness in the form of additional Indebtedness with the same terms, the reclassification of preferred stock as Indebtedness due to a change in accounting principles, and the payment of dividends on Redeemable Stock in the form of additional shares of the same class of Redeemable Stock will not permit any be deemed to be an incurrence of its Subsidiaries to incur any Indebtedness (other than Permitted Subsidiary Indebtedness).or an issuance of 70

Limitation on Indebtedness. The Company will not, and will not permit any of its Subsidiaries to, create, issue, incur, assume, or directly or indirectly guarantee or otherwise in any other manner become directly or indirectly liable for the payment of or otherwise suffer to exist (collectively, “incur”)of, any Indebtedness (including any Acquired Indebtedness), other than Indebtedness but excluding Permitted Indebtedness, ) unless at the time of such Indebtedness is incurred by the Company event and after giving effect thereto on a pro forma basis the Company’s Consolidated 's 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 (the “Incurrence Date”)event, taken as one period (and after giving pro forma effect to: period, calculated on the assumption that (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 had been incurred on 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 Indebtedness, the related acquisition; and (ivii) 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 Indebtednesscompany or business facility, in each case since the first day of such four-quarter periodits last four completed fiscal quarters, assuming such acquisition or disposition and any such related payments had been consummated on the such first day of such four-quarter period), would be have been at least 2.0:12.00 to 1.00. The For purposes of determining compliance with this covenant, in the event that an item of proposed Indebtedness meets the criteria of more than one of the categories described in clauses (a) through (l) of the definition of Permitted Indebtedness as of the date of incurrence thereof or is entitled to be incurred pursuant to the first paragraph of this covenant as of the date of incurrence thereof, the Company shall, in its sole discretion, classify or reclassify such item of Indebtedness in any manner that complies with this covenant. Accrual of interest, the accretion of accreted value and the payment of interest in the form of additional Indebtedness will not permit any be deemed to be an incurrence of its Subsidiaries to incur any Indebtedness (other than Permitted Subsidiary Indebtedness)for purposes of this covenant and the payment of dividends on Redeemable Capital Stock in the form of additional shares of the same class of Redeemable Capital Stock will not be deemed an issuance of Redeemable Capital Stock.

Limitation on Indebtedness. The Company will shall not, and shall not permit any Restricted Subsidiary to, create, incur, issue, incur, assume, guarantee or otherwise in any manner become directly or indirectly liable for the payment of or otherwise suffer to exist (collectively, “collectively "incur”), ") any Indebtedness (including any Acquired Indebtedness), other than Permitted Indebtedness and Permitted Subsidiary Indebtedness, unless such Indebtedness is incurred by as the case may be; provided, 88 however, that the Company and its Restricted Subsidiaries that are Subsidiary Guarantors may incur additional Indebtedness if (i) the Company’s '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 (the “Incurrence Date”and for which financial statements are available), taken as one period (and at the time of such incurrence, after giving pro forma effect to: (iA) the incurrence of such Indebtedness and (if applicable) the application of the net proceeds therefrom, including to refinance other Indebtedness, therefrom as if such Indebtedness was incurred, had been incurred and the application of such proceeds occurred, had occurred at the beginning of such four-quarter period; (iiB) the incurrence, repayment or retirement of any other Indebtedness (including Permitted Indebtedness and Permitted Subsidiary Indebtedness) by the Company or its Restricted Subsidiaries since the first day of such four-quarter period (including any other Indebtedness to be incurred concurrent with the incurrence of such Indebtedness) as if such Indebtedness was had been 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 Indebtedness, the related acquisition; and (ivC) any notwithstanding clause (d) of the definition of Consolidated Net Income, the acquisition (whether by purchase, merger or otherwise) or disposition (whether by sale, merger or otherwise) of any Person acquired or disposed of by the Company and or its Subsidiaries of any company or any business or any assets out of Restricted Subsidiaries, as the ordinary course of businesscase may be, or any related repayment of Indebtedness, in each case since the first day of such four-quarter period, assuming as if such acquisition or disposition and any such related payments had been consummated on occurred at the first day beginning of such four-quarter period), would be have been equal to at least 2.0:1. The Company will not permit any 2.5 to 1.0 and (ii) no Default or Event of its Subsidiaries to incur any Indebtedness (other than Permitted Subsidiary Indebtedness)Default would occur or be continuing.

Limitation on Indebtedness. (a) The Company will not, -------------------------- and will not createpermit any of its Restricted Subsidiaries to, 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”), Incur any Indebtedness (including any Acquired Indebtedness), other than Permitted Indebtedness, unless such the Debentures and Indebtedness is incurred by existing on the Closing Date); provided that the Company and its Restricted Subsidiaries may Incur Indebtedness if, after giving effect to the Company’s Consolidated Fixed Charge Incurrence of such Indebtedness and the receipt and application of the proceeds therefrom, the Interest Coverage Ratio for would be greater than 2.0:1. Notwithstanding the four full fiscal quarters for foregoing, the Company and any Restricted Subsidiary may Incur each and all of the following: (i) Indebtedness in an aggregate principal amount not to exceed, at any one time outstanding, the Credit Agreement Amount, less any amount of such Indebtedness permanently repaid as provided under Section 4.10; (ii) Indebtedness owed (A) to the Company evidenced by a promissory note or (B) to any of its Restricted Subsidiaries; provided that any event which financial results are available immediately preceding the date of incurrence in any such Restricted Subsidiary ceasing to be a Restricted Subsidiary or any subsequent transfer of such Indebtedness (other than to the “Company or another Restricted Subsidiary) shall be deemed, in each case, to constitute an Incurrence Date”), 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; not permitted by this clause (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) Indebtedness issued in exchange for, or the net proceeds of which are used to refinance or refund, then outstanding Indebtedness (other than Indebtedness Incurred under clause (i), (ii), (iv), (vii), (ix) or (x) of this paragraph) and any refinancings thereof in an amount not to exceed the amount so refinanced or refunded (plus premiums, accrued interest, fees and expenses); provided that Indebtedness the proceeds of which are used to refinance or refund the Debentures or Indebtedness that is pari passu with, or subordinated in right of payment to, the Debentures shall only be permitted under this clause (iii) if (A) in case of Acquired the Debentures are refinanced in part or the Indebtedness to be refinanced is pari passu with the Debentures, such new Indebtedness, by its terms or by the related acquisitionterms of any agreement or instrument pursuant to which such new Indebtedness is outstanding, is expressly made pari passu with, or subordinate in right of payment to, the remaining Debentures, (B) in case the Indebtedness to be refinanced is subordinated in right of payment to the Debentures, such new Indebtedness, by its terms or by the terms of any agreement or instrument pursuant to which such new Indebtedness is issued or remains outstanding, is expressly made subordinate in right of payment to the Debentures remaining outstanding at least to the extent that the Indebtedness to be refinanced is subordinated to the Debentures and (C) such new Indebtedness, determined as of the date of Incurrence of such new Indebtedness, does not mature prior to the Stated Maturity of the Indebtedness to be refinanced or refunded, and the Average Life of such new Indebtedness is at least equal to the remaining Average Life of the Indebtedness to be refinanced or refunded; provided however, that with respect to the refinancing of the Exchange Debentures, the requirements of clauses (B) and (C) of this clause (iii) and the next subsequent proviso of this clause (iii) shall not be applicable if, pro forma for such refinancing, the Company would be permitted to Incur $1.00 of Indebtedness under the first paragraph of this Section 4.03 (a); and provided further that in no event may Indebtedness of the Company that is pari passu with, or subordinated to, the Debentures be refinanced by means of any Indebtedness of any Restricted Subsidiary pursuant to this clause (iii); (iv) any acquisition Indebtedness (A) in respect of performance, surety or disposition by the Company and its Subsidiaries of any company or any business or any assets out of appeal bonds provided in the ordinary course of business, (B) under Currency Agreements, Interest Rate Agreements and commodity hedging agreements; provided that such agreements (a) are designed solely to protect the Company or its Restricted Subsidiaries against fluctuations in foreign currency exchange rates, interest rates or commodity prices and (b) do not increase the Indebtedness of the obligor outstanding at any related repayment time other than as a result of Indebtednessfluctuations in foreign currency exchange rates, in each case since interest rates or by reason of fees, indemnities and compensation payable thereunder; and (C) arising from agreements providing for indemnification, adjustment of purchase price or similar obligations, or from Guarantees or letters of credit, surety bonds or performance bonds securing any obligations of the first day of such four-quarter period, assuming such acquisition Company 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 Restricted Subsidiaries pursuant to incur such agreements, in any Indebtedness case Incurred in connection with the disposition of any business, assets or Restricted Subsidiary (other than Permitted Guarantees of Indebtedness Incurred by any Person acquiring all or any portion of such business, assets or Restricted Subsidiary Indebtednessfor the purpose of financing such acquisition), in a principal amount not to exceed the gross proceeds actually received by the Company or any Restricted Subsidiary in connection with such disposition; (v) Indebtedness of the Company, to the extent the net proceeds thereof are promptly (A) used to purchase Debentures tendered in an Offer to Purchase made as a result of a Change in Control or (B) deposited to defease the Debentures as described below in Section 8.02; (vi) the issuance of Exchange Debentures (A) in exchange for the 13 1/4% Preferred Stock and (B) in satisfaction of payment-in-kind interest obligations on outstanding Exchange Debentures; (vii) Guarantees of Indebtedness of the Company and Restricted Subsidiaries to the extent such Indebtedness is otherwise permitted to be Incurred under this Section 4.03 (a), provided that in the case of a Guarantee by a Restricted Subsidiary, such Restricted Subsidiary complies with Section 4.07 to the extent applicable; (viii) obligations in respect of letters of credit not to exceed $30 million outstanding at any one time; and (ix) other Indebtedness in an aggregate principal amount not to exceed $25 million outstanding at any one time.

Limitation on Indebtedness. (a) The Company will not create, incur, issue, incur, assume, guarantee or otherwise in any manner become directly or indirectly liable for the payment of or otherwise suffer to exist (collectively, “collectively "incur”), ") any Indebtedness (including any Acquired Indebtedness), other than Permitted Indebtedness, unless such Indebtedness is incurred by the Company and (x) the Company’s '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 (the “Incurrence Date”)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, incurred and the application of such proceeds occurred, occurred at the beginning of such four-quarter period; (ii) the incurrence, repayment or retirement of any other Indebtedness by the Company or its Restricted Subsidiaries 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); and (iii) in notwithstanding clause (d) of the case definition of Acquired IndebtednessConsolidated Adjusted Net Income, the related acquisition; and acquisition (ivwhether by purchase, merger or otherwise) any acquisition or disposition (whether by sale, merger or otherwise) of any company, entity, business or division, or assets constituting any of the foregoing, acquired or disposed of by the Company and or its Subsidiaries of any company or any business or any assets out of Restricted Subsidiaries, as the ordinary course of businesscase may be, or any related repayment of Indebtedness, in each case since the first day of such four-quarter period, assuming as if such acquisition or disposition and any such related payments had been consummated on occurred at the first day beginning of such four-quarter period), would be have been at least 2.0:1. The Company will not permit any equal to (i) 2.0 to 1.0 for the period from the date of its Subsidiaries the Indenture through September 30, 2002 and (ii) 2.25 to incur any 1.0 for all periods thereafter, and (y) if such Indebtedness (other is Subordinated Indebtedness, such Indebtedness shall have an Average Life longer than Permitted Subsidiary Indebtedness)the Average Life of the Securities and a final Stated Maturity of principal later than the final Stated Maturity of principal of the Securities.

Limitation on Indebtedness. The Company will not, and will not permit any Restricted Subsidiary to, create, issue, incur, assume, guarantee or otherwise in any manner become directly or indirectly liable for the payment of of, or otherwise suffer to exist incur (collectively, “"incur”"), any Indebtedness (including any Acquired Indebtedness), other than Permitted Indebtedness; provided, unless such Indebtedness however, that, so long as no Default or Event of Default has occurred and is incurred by continuing, the Company and may incur Indebtedness (including Acquired Indebtedness) if at the Company’s time of such incurrence the Consolidated Fixed Charge Coverage Ratio of the Company for the four full fiscal quarters for which financial results are available immediately preceding the date of incurrence of such Indebtedness (the “Incurrence Date”)for which consolidated financial statements are available, taken as one period (and period, would have been at least equal to 2.25 to 1.0, after giving pro forma effect to: 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 on the beginning first day of such four-quarter period; , (ii) the incurrence, repayment or retirement of any other Indebtedness by the Company and its Restricted Subsidiaries since the first day of such four-quarter period as if such Indebtedness was incurred, repaid or retired at on the beginning first day 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); ) and (iii) in the case of Acquired Indebtednessacquisition (whether by purchase, the related acquisition; and (ivmerger or otherwise) any acquisition or disposition (whether by sale, merger or otherwise) of any company, entity or business (including, without limitation, a Hospital and any Hospital operated by the Company and its Subsidiaries of any company or any business Restricted Subsidiary pursuant to an operating lease, provided that such operating lease was entered into in connection with a "synthetic lease" or other transaction pursuant to which the Company or any assets out Restricted Subsidiary incurred an obligation, direct or indirect, with respect to off-balance sheet financing with respect to such Hospital property) acquired or disposed of by the ordinary course of businessCompany or its Restricted Subsidiaries, or any related repayment of Indebtednessas the case may be, in each case since the first day of such four-quarter period, assuming as if such acquisition or disposition and any such related payments had been consummated occurred on the first day of such four-quarter period). Whenever pro forma effect is to be given to an acquisition or disposition pursuant to clause (iii) above, would such pro forma calculation shall be at least 2.0:1determined in accordance with Article 11 of Regulation S-X under the Securities Act. The For purposes of determining compliance with this Section 4.10, in the event that an item of proposed Indebtedness meets the criteria of more than one of the categories described in clauses (a) through (n) of the definition of Permitted Indebtedness as of the date of incurrence thereof or is entitled to be incurred pursuant to the first paragraph of this covenant as of the date of incurrence thereof, the Company may, in its sole discretion, classify or reclassify such item of Indebtedness in any manner that complies with this Section 4.10. Accrual of interest, the accretion of accreted value and the payment of interest in the form of additional Indebtedness will not permit any be deemed to be an incurrence of its Subsidiaries to incur any Indebtedness (other than Permitted Subsidiary Indebtedness)for purposes of this Section 4.10.

Limitation on Indebtedness. The Company will not, and will not permit any of its Subsidiaries to, create, issue, incur, assume, guarantee guarantee, or otherwise in any manner become directly or indirectly liable for the payment of or with respect to or otherwise suffer to exist incur (collectively, “"incur”), ") any Indebtedness (including any Acquired Indebtedness but excluding any Permitted Indebtedness); PROVIDED, other than Permitted IndebtednessHOWEVER, unless such Indebtedness is incurred by that the Company and any Subsidiary that is a Guarantor may incur Indebtedness if the Company’s Consolidated Fixed Charge Coverage Ratio for the Company for the four full fiscal quarters for which financial results are available immediately preceding the date of incurrence of such Indebtedness (the “Incurrence Date”), taken as one period (and after giving pro forma PRO FORMA effect to: 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 and its Subsidiaries 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 Indebtedness, the related acquisitionacquisition (as if such acquisition had been consummated on the first day of such four-quarter period); 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, whether by merger, stock purchase or sale, or asset purchase or sale, or any related repayment of Indebtedness, in each case since the first day of such four-quarter period, assuming as if 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 ) is equal to incur any Indebtedness (other or greater than Permitted Subsidiary Indebtedness)2.0:1.0.

Limitation on Indebtedness. (a) The Company will not, and --------------------------- will not createpermit any of its Restricted Subsidiaries to, 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”), Incur any Indebtedness (including any Acquired Indebtedness), other than Permitted Indebtedness, unless such the Notes and Indebtedness is incurred by existing on the Closing Date); provided that the Company and its Restricted Subsidiaries may Incur Indebtedness if, after giving effect to the Company’s Consolidated Fixed Charge Incurrence of such Indebtedness and the receipt and application of the proceeds therefrom, the Interest Coverage Ratio for would be greater than 2.0:1. Notwithstanding the four full fiscal quarters for which financial results are available immediately preceding foregoing, the Company and any Restricted Subsidiary may Incur each and all of the following: (i) Indebtedness in an aggregate principal amount not to exceed, at any one time outstanding, the greater of (x) $1.9 billion, less any amount of such Indebtedness permanently repaid as provided under Section 4.11, and (y) the Secured Debt Cap on the date on which the Indebtedness was Incurred; (ii) Indebtedness owed (A) to the Company evidenced by an unsubordinated promissory note or (B) to any of incurrence its Restricted Subsidiaries; provided that (x) any event which results in any such Restricted Subsidiary ceasing to be a Restricted Subsidiary or any subsequent transfer of such Indebtedness (other than to the “Company or another Restricted Subsidiary) shall be deemed, in each case, to constitute an Incurrence Date”), taken as one period (and after giving pro forma effect to: (i) the incurrence of such Indebtedness not permitted by this clause (ii) and (y) if applicablethe Company is the obligor on such Indebtedness, such Indebtedness must be expressly subordinated in right of payment to the Notes; (iii) the application of Indebtedness issued in exchange for, or the net proceeds therefrom, including of which are used to refinance or refund, then outstanding Indebtedness (other Indebtednessthan Indebtedness Incurred under clause (i), as if such Indebtedness was incurred, and the application of such proceeds occurred, at the beginning of such four-quarter period; (ii), (iv), (vi) or (x) of this paragraph) and any refinancings thereof in an amount not to exceed (x) the incurrenceamount so refinanced or refunded (plus premiums, repayment accrued interest, fees and expenses) 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); (iiiy) in the case of Acquired term loans Incurred under the Credit Agreement, the amount of term loans outstanding under the Credit Agreement on the Closing Date after giving effect to the application of net proceeds of the Notes; provided that Indebtedness the proceeds of which are used to refinance or refund the Notes or Indebtedness that is pari passu with, or subordinated in right of payment to, the Notes shall only be permitted under this clause (iii) if (A) in case the Notes are refinanced in part or the Indebtedness to be refinanced is pari passu with the Notes, the new Indebtedness, by its terms or by the related acquisitionterms of any agreement or instrument pursuant to which such new Indebtedness is outstanding, is expressly made pari passu with, or subordinate in right of payment to, the remaining Notes, (B) in case the Indebtedness to be refinanced is subordinated in right of payment to the Notes (other than Indebtedness existing on the Closing Date under the 6-3/4% Indenture), such new Indebtedness, by its terms or by the terms of any agreement or instrument pursuant to which such new Indebtedness is issued or remains outstanding, is expressly made subordinate in right of payment to the Notes remaining outstanding at least to the extent that the Indebtedness to be refinanced is subordinated to the Notes, (C) the new Indebtedness, determined as of the date of Incurrence of such new Indebtedness, does not mature prior to the Stated Maturity of the Indebtedness to be refinanced or refunded, and the Average Life of such new Indebtedness is at least equal to the remaining Average Life of the Indebtedness to be refinanced or refunded and (D) in no event may Indebtedness of the Company that is pari passu with, or subordinated to, the Notes be refinanced by means of any Indebtedness of any Restricted Subsidiary pursuant to this clause (iii), provided further that subclauses (A) through (D) of this clause (iii) shall not apply to any refinancing or refunding of the Credit Agreement; and (iv) any acquisition Indebtedness (A) in respect of performance, surety or disposition by the Company and its Subsidiaries of any company or any business or any assets out of appeal bonds provided in the ordinary course of business, (B) under Currency Agreements, Interest Rate Agreements and commodity hedging agreements that are designed solely to protect the Company or its Restricted Subsidiaries against fluctuations in foreign currency exchange rates, interest rates or commodity prices and do not increase the Indebtedness of the obligor outstanding at any time other than as a result of fluctuations in foreign currency exchange rates, interest rates, commodity prices or by reason of fees, indemnities and compensation payable thereunder, and (C) arising from agreements providing for indemnification, adjustment of purchase price or similar obligations, or from Guarantees or letters of credit, surety bonds or performance bonds securing any obligations of the Company or any related repayment of Indebtednessits Restricted Subsidiaries pursuant to such agreements, in any case Incurred in connection with the disposition of any business, assets or Restricted Subsidiary (other than Guarantees of Indebtedness Incurred by any Person acquiring all or any portion of such business, assets or Restricted Subsidiary for the purpose of financing such acquisition), in a principal amount not to exceed the gross proceeds actually received by the Company or any Restricted Subsidiary in connection with such disposition; (v) Indebtedness of the Company, to the extent the net proceeds thereof are promptly (A) used to purchase Notes tendered in an Offer to Purchase made as a result of a Change in Control or (B) deposited to defease or satisfy and discharge the Notes as described in Section 8.01, 8.02 or 8.03; (vi) Guarantees of Indebtedness of the Company and Restricted Subsidiaries to the extent such Indebtedness is otherwise permitted to be Incurred under this Section 4.03, provided that in the case of a Guarantee by a Restricted Subsidiary, such Restricted Subsidiary complies with Section 4.07 to the extent applicable; (vii) obligations in respect of letters of credit not to exceed $60 million outstanding at any one time; (viii) the incurrence by the Company or any of its Restricted Subsidiaries of Indebtedness represented by Capital Lease Obligations, mortgage financings or purchase money obligations, in each case since case, incurred for the first day purpose of financing all or any part of the purchase price or cost of construction or improvement of property, plant or equipment used in the Company's business or the business of such fourRestricted Subsidiary, in an aggregate principal amount at any time outstanding not to exceed 15% of Adjusted Consolidated Net Tangible Assets; (ix) the incurrence by a Securitization Entity of Indebtedness in a Qualified Securitization Transaction that is Non-quarter period, assuming such acquisition or disposition Recourse Debt with respect to the Company 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 Restricted Subsidiaries to incur any Indebtedness (other than Permitted Subsidiary IndebtednessSecuritization Entities), except for Standard Securitization Undertakings and Limited Originator Recourse, provided that any event which results in any such Securitization Entity ceasing to be a Securitization Entity shall be deemed to constitute an Incurrence of such Indebtedness not permitted by this clause (ix); and (x) other Indebtedness in an aggregate principal amount not to exceed $150 million outstanding at any one time.

Limitation on Indebtedness. (a) The Company will not, and -------------------------- will not createpermit any of its Restricted Subsidiaries to, 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”), Incur any Indebtedness (including other than the Notes and Indebtedness existing on the Closing Date); provided that the Company may Incur Indebtedness, and any Restricted Subsidiary may Incur Acquired Indebtedness), other than Permitted Indebtednessif, unless after giving effect to the Incurrence of such Indebtedness is incurred by and the receipt and application of the proceeds therefrom, the Consolidated Leverage Ratio would be less than 6 to 1. Notwithstanding the foregoing, the Company and (except as specified below) any Restricted Subsidiary, may Incur each and all of the Company’s Consolidated Fixed Charge Coverage Ratio for following: (i) Indebtedness in an aggregate principal amount outstanding at any time not to exceed $25 million, less any amount of such Indebtedness permanently repaid as provided under Section 4.10; (ii) Indebtedness owed (A) to the four full fiscal quarters for Company and evidenced by an unsubordinated promissory note or (B) to any Restricted Subsidiary; provided that any event which financial results are available immediately preceding the date of incurrence in any such Restricted Subsidiary ceasing to be a Restricted Subsidiary or any subsequent transfer of such Indebtedness (other than to the “Company or another Restricted Subsidiary) shall be deemed, in each case, to constitute an Incurrence Date”), 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; not permitted by this clause (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) Indebtedness issued in exchange for, or the net proceeds of which are used to refinance or refund, then outstanding Indebtedness (other than Indebtedness Incurred under clause (i), (ii), (iv), (vi), (ix), (x) or (xi) of this paragraph) and any refinancings of such new Indebtedness in an amount not to exceed the amount so refinanced or refunded (plus premiums, accrued interest, fees and expenses); provided that Indebtedness the proceeds of which are used to refinance or refund the Notes or Indebtedness that is pari passu in right of payment with, or subordinated in right of payment to, the Notes shall only be permitted under this clause (iii) if (A) in case the Notes are refinanced in part or the Indebtedness to be refinanced is pari passu in right of Acquired payment with the Notes, such new Indebtedness, by its terms or by the related acquisitionterms of any agreement or instrument pursuant to which such new Indebtedness is outstanding, is expressly made pari passu in right of payment with, or subordinate in right of payment to, the remaining Notes, (B) in case the Indebtedness to be refinanced is subordinated in right of payment to the Notes, such new Indebtedness, by its terms or by the terms of any agreement or instrument pursuant to which such new Indebtedness is issued or remains outstanding, is expressly made subordinate in right of payment to the Notes at least to the extent that the Indebtedness to be refinanced is subordinated to the Notes and (C) such new Indebtedness, determined as of the date of Incurrence of such new Indebtedness, does not mature prior to the Stated Maturity of the Indebtedness to be refinanced or refunded, and the Average Life of such new Indebtedness is at least equal to the remaining Average Life of the Indebtedness to be refinanced or refunded; and provided further that in no event may Indebtedness of the Company be refinanced by means of any Indebtedness of any Restricted Subsidiary pursuant to this clause (iii); (iv) any acquisition Indebtedness (A) in respect of performance, surety or disposition by the Company and its Subsidiaries of any company or any business or any assets out of appeal bonds provided in the ordinary course of business, (B) under Currency Agreements and Interest Rate Agreements; provided that such agreements (a) are designed solely to protect the Company or its Restricted Subsidiaries against fluctuations in foreign currency exchange rates or interest rates and (b) do not increase the Indebtedness of the obligor outstanding at any time other than as a result of fluctuations in foreign currency exchange rates or interest rates or by reason of fees, indemnities and compensation payable thereunder and (C) arising from agreements providing for indemnification, adjustment of purchase price or similar obligations, or from Guarantees or letters of credit, surety bonds or performance bonds securing any obligations of the Company or any related repayment of Indebtednessits Restricted Subsidiaries pursuant to such agreements, in each case since Incurred in connection with the first day disposition of such four-quarter periodany business, assuming such acquisition assets 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 Restricted Subsidiary (other than Permitted Guarantees of Indebtedness Incurred by any Person acquiring all or any portion of such business, assets or Restricted Subsidiary for the purpose of financing such acquisition), in a principal amount not to exceed the gross proceeds actually received by the Company or any Restricted Subsidiary in connection with such disposition; (v) Indebtedness of the Company, to the extent the net proceeds thereof are promptly (A) used to purchase Notes tendered in an Offer to Purchase made as a result of a Change of Control or (B) deposited to defease all of the Notes in accordance with Article Eight; (vi) Guarantees of the Notes and Guarantees of Indebtedness of the Company by any Restricted Subsidiary, provided the Guarantee of such Indebtedness is permitted by and made in accordance with Section 4.07; (vii) Indebtedness Incurred to finance the cost (including the cost of design, development, acquisition, construction, installation, improvement, transportation or integration) of equipment, inventory or network assets (including acquisitions by way of Capitalized Lease and acquisitions of the Capital Stock of a Person that becomes a Restricted Subsidiary to the extent of the fair market value of the equipment, inventory or network assets so acquired) acquired by the Company or a Restricted Subsidiary after the Closing Date or to finance or support working capital or capital expenditures for the VOD Business; (viii) Indebtedness of the Company not to exceed, at any one time outstanding, two times (A) the Net Cash Proceeds received by the Company after the Closing Date from the issuance and sale of its Capital Stock (other than Disqualified Stock) to a Person that is not a Subsidiary of the Company, to the extent such Net Cash Proceeds have not been used pursuant to clause (C)(2) of the first paragraph or clause (iii), (iv) or (vi) of the second paragraph of Section 4.04 to make a Restricted Payment and (B) 80% of the fair market value of property (other than cash and cash equivalents) received by the Company after the Closing Date from the sale of its Capital Stock (other than Disqualified Stock) to a Person that is not a Subsidiary of the Company, to the extent such sale of Capital Stock has not been used pursuant to clause (iii), (iv) or (vii) of the second paragraph of Section 4.04 to make a Restricted Payment; provided that such Indebtedness does not mature prior to the Stated Maturity of the Notes and has an Average Life longer than the Notes; (ix) Indebtedness of the Company, in an aggregate principal amount outstanding at any time not to exceed $1 million, Incurred in connection with the repurchase of shares of Capital Stock of the Company, options on any such shares or related stock appreciation rights held by employees, former employees, directors or former directors (or their estates or beneficiaries under their estates), upon death, disability, retirement or termination of employment; provided that such Indebtedness, by its terms, (A) is expressly made subordinate in right of payment to the Notes, and (B) provides that no payments of principal (including by way of sinking fund, mandatory redemption or otherwise (including defeasance)), may be made while any of the Notes are outstanding; (x) Strategic Subordinated Indebtedness; and (xi) Indebtedness of the Company (in addition to Indebtedness permitted under clauses (i) through (x) of this paragraph) in an aggregate principal amount outstanding at any time not to exceed $15 million, less any amount of such Indebtedness permanently repaid as provided in Section 4.10.

Limitation on Indebtedness. (a) The Company will not, and will not createpermit any of its Restricted Subsidiaries to, 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”), Incur any Indebtedness (including any Acquired Indebtedness), other than Permitted Indebtednessthe Notes and Indebtedness existing on the Closing Date); provided that the Company may Incur Indebtedness if, unless after giving effect to the Incurrence of such Indebtedness is incurred by and the receipt and application of the proceeds therefrom, the Consolidated Leverage Ratio would be greater than zero and less than 6.0:1. Notwithstanding the foregoing, the Company and any Restricted Subsidiary (except as specified below) may Incur each and all of the Company’s Consolidated Fixed Charge Coverage Ratio for following: (i) Indebtedness outstanding at any time in an aggregate principal amount not to exceed $300 million, less any amount of such Indebtedness permanently repaid as provided under Section 4.11; (ii) Indebtedness owed (A) to the four full fiscal quarters for Company evidenced by a promissory note or (B) to any Restricted Subsidiary; provided that any event which financial results are available immediately preceding the date of incurrence in any such Restricted Subsidiary ceasing to be a Restricted Subsidiary or any subsequent transfer of such Indebtedness (other than to the “Company or another Restricted Subsidiary) shall be deemed, in each case, to constitute an Incurrence Date”), 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; not permitted by this clause (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) Indebtedness issued in exchange for, or the net proceeds of which are used to refinance or refund, then outstanding Indebtedness (other than Indebtedness Incurred under clause (i), (ii), (iv), (vi), (viii) or (ix) of this paragraph) and any refinancings thereof in an amount not to exceed the amount so refinanced or refunded (plus premiums, accrued interest, fees and expenses); provided that Indebtedness the proceeds of which are used to refinance or refund the Notes or Indebtedness that is pari passu with, or subordinated in right of payment to, the Notes shall only be permitted under this clause (iii) if (A) in case of Acquired the Notes are refinanced in part or the Indebtedness to be refinanced is pari passu with the Notes, such new Indebtedness, by its terms or by the related acquisitionterms of any agreement or instrument pursuant to which such new Indebtedness is outstanding, is expressly made pari passu with, or subordinate in right of payment to, the remaining Notes, (B) in case the Indebtedness to be refinanced is subordinated in right of payment to the Notes, such new Indebtedness, by its terms or by the terms of any agreement or instrument pursuant to which such new Indebtedness is issued or remains outstanding, is expressly made subordinate in right of payment to the Notes at least to the extent that the Indebtedness to be refinanced is subordinated to the Notes and (C) such new Indebtedness, determined as of the date of Incurrence of such new Indebtedness, does not mature prior to the Stated Maturity of the Indebtedness to be refinanced or refunded, and the Average Life of such new Indebtedness is at least equal to the remaining Average Life of the Indebtedness to be refinanced or refunded; and provided further that in no event may Indebtedness of the Company be refinanced by means of any Indebtedness of any Restricted Subsidiary pursuant to this clause (iii); (iv) any acquisition Indebtedness (A) in respect of performance, surety or disposition by the Company and its Subsidiaries of any company or any business or any assets out of appeal bonds provided in the ordinary course of business, (B) under Currency Agreements and Interest Rate Agreements; provided that such agreements (a) are designed solely to protect the Company or its Restricted Subsidiaries against fluctuations in foreign currency exchange rates or interest rates and (b) do not increase the Indebtedness of the obligor outstanding at any related repayment time other than as a result of Indebtednessfluctuations in foreign currency exchange rates or interest rates or by reason of fees, in each case since indemnities and compensation payable thereunder, and (C) arising from agreements providing for indemnification, adjustment of purchase price or similar obligations, or from Guarantees or letters of credit, surety bonds or performance bonds securing any obligations of the first day of such four-quarter period, assuming such acquisition Company 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 Restricted Subsidiaries pursuant to incur such agreements, in any Indebtedness case Incurred in connection with the disposition of any business, assets or Restricted Subsidiary (other than Permitted Guarantees of Indebtedness Incurred by any Person acquiring all or any portion of such business, assets or Restricted Subsidiary for the purpose of financing such acquisition), in a principal amount not to exceed the gross proceeds actually received by the Company or any Restricted Subsidiary in connection with such disposition; (v) Indebtedness of the Company, to the extent the net proceeds thereof are promptly (A) used to purchase Notes tendered in an Offer to Purchase made as a result of a Change of Control or (B) deposited to defease the Notes pursuant to Article Eight; (vi) Guarantees of the Notes and Guarantees of Indebtedness of the Company by any Restricted Subsidiary provided the Guarantee of such Indebtedness is permitted by and made in accordance with Section 4.07; (vii) Indebtedness Incurred to finance the cost (including the cost of design, development, acquisition, construction, installation, improvement, transportation or integration and all transaction costs related to the foregoing) to acquire equipment, inventory or network assets (including acquisitions by way of Capitalized Lease and acquisitions of the Capital Stock of a Person that becomes a Restricted Subsidiary to the extent of the fair market value of the equipment, inventory or network assets so acquired plus goodwill associated therewith) by the Company or a Restricted Subsidiary after the Closing Date; (viii) Indebtedness of the Company not to exceed, at any one time outstanding, two times (A) the Net Cash Proceeds received by the Company after the Closing Date from the issuance and sale of its Capital Stock (other than Disqualified Stock) to a Person that is not a Subsidiary of the Company, to the extent (I) such Net Cash Proceeds have not been used pursuant to clause (C)(2) of the first paragraph or clause (iii), (iv), (vi) or (vii) of the second paragraph of Section 4.04 to make a Restricted Payment and (II) if such Net Cash Proceeds are used to consummate a transaction pursuant to which the Company Incurs Acquired Indebtedness)., the amount of such Net Cash Proceeds exceeds one-half of the amount of Acquired Indebtedness so Incurred and (B) 80% of the fair market value of property (other than cash and cash equivalents) received by the Company after the Closing Date from the sale of its Capital Stock (other than Disqualified Stock) to a Person that is not a Subsidiary of the Company, to the extent (I) such sale

Limitation on Indebtedness. (a) The Company will shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, issue, incur, assume, enter into a guarantee or otherwise in any manner become directly or indirectly liable for the payment of liable, contingently or otherwise suffer to exist (collectively, “incur” and collectively, an “incurrence”), ) with respect to any Indebtedness (including Acquired Indebtedness) and the Company will not issue any shares of Disqualified Stock and will not permit any Restricted Subsidiary to issue any shares of Disqualified Stock or Preferred Stock; provided, that the Company may incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stock, and any Restricted Subsidiary may incur Indebtedness (including Acquired Indebtedness), other than Permitted Indebtednessissue shares of Disqualified Stock and issue shares of Preferred Stock, unless such Indebtedness is incurred by if the Company and the Company’s Consolidated Fixed Charge Coverage Ratio for the Company and its Restricted Subsidiaries for the 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 additional Indebtedness (the “Incurrence Date”)is incurred or such Disqualified Stock or Preferred Stock is issued would have been at least 2.00 to 1.00, 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 the additional Indebtedness was had been incurred, or the Disqualified Stock or Preferred Stock had been issued, as the case may be, and the application of such proceeds occurred, therefrom had occurred at the beginning of such four-quarter period; (ii) provided that 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 then outstanding aggregate principal amount of Indebtedness under any revolving credit facility (including Acquired Indebtedness), Disqualified Stock and Preferred Stock that may be incurred or issued, as applicable, pursuant to the foregoing by Restricted Subsidiaries that are not the Company or Guarantors shall be computed based upon not exceed the average daily balance greater of (a) $50.0 million and (b) 4.0% of the Total Assets of the Company (in each case, determined on the date of such Indebtedness during such four-quarter period); (iii) in the case of Acquired Indebtedness, 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 Indebtednessincurrence).

Limitation on Indebtedness. The Company Neither Borrower nor any Guarantor will not createbe obligated, issuedirectly or indirectly, incur, assume, guarantee for borrowed money or otherwise in under any manner become directly promissory note, bond, indenture or indirectly liable for the payment of or otherwise suffer to exist (collectively, “incur”), any Indebtedness (including any Acquired Indebtedness)similar instrument, other than Permitted Indebtedness, unless such Indebtedness is incurred by the Company (a) in favor of Agent and the CompanyLenders hereunder, (b) trade indebtedness incurred in the normal and ordinary course of Borrower’s Consolidated Fixed Charge Coverage Ratio for or such Guarantor’s business and not more than ninety (90) days past due, (c)(i) indebtedness of Borrower or any Guarantor under capitalized leases and (ii) purchase money indebtedness in connection with the four full fiscal quarters for which financial results are available purchase of equipment, provided that the aggregate outstanding amount of indebtedness in respect of such capitalized leases and purchase money indebtedness does not exceed $15,000,000 at any time, (d) the Private Placement Debt, so long as there is no Default or Event of Default immediately preceding the date of before and, on a pro forma basis, after incurrence of such Indebtedness indebtedness, (f) obligations (contingent or otherwise) of the “Incurrence Date”)Borrower or any Subsidiary existing or arising under any Swap Contract with any Lender or any Affiliate of any Lender, taken as one period (and after giving pro forma effect to: provided that (i) the incurrence of such Indebtedness and obligations are (if applicableor were) the application of the net proceeds therefrom, including to refinance other Indebtedness, as if entered into by 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, Person 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 Indebtedness, 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 businessbusiness for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and not for purposes of speculation or taking a “market view;” and (ii) such Swap Contract does not contain any related repayment of Indebtednessprovision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party, and (g) unsecured indebtedness not otherwise permitted pursuant to clauses (a) through (f) above, not to exceed $5,000,000 in each case since the first day of such four-quarter period, assuming such acquisition or disposition and aggregate principal amount at 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).time outstanding;

Limitation on Indebtedness. The Company (a) Publishing will not, and will not createpermit any of its Restricted Subsidiaries to, 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”), Incur any Indebtedness (including any Acquired Indebtedness but excluding any Permitted Indebtedness) except for (x) Indebtedness of Publishing or (y) Indebtedness of a Restricted Subsidiary constituting Acquired Indebtedness, Permitted Subsidiary Indebtedness or Foreign Subsidiary Indebtedness, provided that, in the case of the foregoing clauses (x) and (y), other than Permitted Indebtedness, unless such Indebtedness is incurred by the Company Consolidated Cash Flow Ratio for Publishing and the Company’s Consolidated Fixed Charge Coverage Ratio Restricted Subsidiaries for the four full fiscal quarters for which financial results are available immediately preceding the date of incurrence Incurrence of such Indebtedness (the “Incurrence Date”), taken as one period is greater than 6.0:1.0. In addition (and after giving without limiting the foregoing requirement), unless both of The Telegraph and Southam are Restricted Subsidiaries, Publishing shall not permit any Restricted Subsidiary to Incur any Indebtedness other than Acquired Indebtedness or Permitted Subsidiary Indebtedness. For purposes of determining the Consolidated Cash Flow Ratio for any period, pro forma effect to: shall be given to (i) the incurrence Incurrence of such Indebtedness and (if applicable) the application of the net proceeds therefrom, including to refinance other Indebtedness, as if such Indebtedness was incurredIncurred, and the application of such proceeds occurred, at the beginning of such four-quarter period; (ii) the incurrenceIncurrence, repayment or retirement of any other Indebtedness by the Company Publishing and its Restricted Subsidiaries since the first day of such four-quarter period as if such Indebtedness was incurredIncurred, 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 Indebtedness, the related acquisitionacquisition (as if such acquisition had been consummated on the first day of such four-quarter period); and (iv) any acquisition or disposition by the Company Publishing and its Restricted Subsidiaries of any company or any business or any assets out of the ordinary course of business, whether by merger, stock purchase or sale or asset purchase or sale or any related repayment of Indebtedness, in each case since the first day of such four-quarter period, assuming period (as if 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).

Limitation on Indebtedness. The Company New Obligor will not, -------------------------- and will not permit any Restricted Subsidiary (other than the Bank and its Subsidiaries) to, create, issue, incur, assume, guarantee or otherwise in any other manner become directly or indirectly liable for the payment of of, or otherwise suffer to exist incur (collectively, “"incur”"), any Indebtedness (including any Acquired Indebtedness), other than Permitted Indebtedness, unless at the time of such Indebtedness is incurred by incurrence the Company and the Company’s Consolidated Fixed Charge New Obligor's Operating Cash Flow Coverage Ratio for the four full fiscal quarters for which financial results are available immediately preceding the date of incurrence of such Indebtedness (or, if the “Incurrence Date”period since the Substitution Date is less than four fiscal quarters, such shorter period on an annualized basis; provided that in no event will such shorter period be less than one fiscal quarter), taken as one period (and after giving pro forma effect to: to (i) the incurrence of such Indebtedness (and all other Indebtedness incurred by the New Obligor and its Restricted Subsidiaries since the end of the most recently completed fiscal quarter of the New Obligor preceding the date of determination) and (if applicable) the application of the net proceeds therefromtherefrom (and from any such other Indebtedness), including to refinance other Indebtedness, as if such Indebtedness was incurred, (and the application of any such proceeds occurred, at the beginning of such four-quarter period; (iiother Indebtedness) the incurrence, repayment or retirement of any other Indebtedness by the Company since had been incurred on the first day of such four-quarter period as (or, if such Indebtedness was incurredthe period since the Substitution Date is less than four fiscal quarters, repaid or retired at the beginning first day of such four-quarter period shorter period) and (except thatii) the acquisition (whether by purchase, in making such computationmerger or otherwise) or disposition (whether by sale, merger or otherwise) of any company, entity or business acquired or disposed of by 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 New Obligor or its Restricted Subsidiaries, as the case of Acquired Indebtednessmay be, 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-four quarter period (or, if the period since the Substitution Date is less than four fiscal quarters, the first day of such shorter period), assuming as if such acquisition or disposition and any such related payments had been consummated occurred on the first day of such four-four quarter period)period (or, 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).if the period since the Substitution Date is less

Limitation on Indebtedness. The Company will not, and will not permit any of its Subsidiaries to, create, issue, incur, assume, guarantee or otherwise in any manner become directly or indirectly liable for the payment of or otherwise suffer to exist incur (collectively, “"incur”"), any Indebtedness (including any Acquired Indebtedness), ) other than Permitted IndebtednessIndebtedness which may be incurred at any time, unless such except for (a) Indebtedness is incurred by of the Company and (b) Permitted Subsidiary Indebtedness; provided that, in each case, the Company’s '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 (the “Incurrence Date”), taken as one period (and after giving pro forma effect to: 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 on the beginning first day of such four-quarter applicable period; (ii) the incurrence, repayment or retirement of any other Indebtedness by the Company and its Subsidiaries since the first day of such four-quarter applicable period as if such Indebtedness was incurred, repaid or retired at the beginning of such four-quarter applicable 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 applicable period); (iii) in the case of Acquired Indebtedness or any acquisition occurring at the time of the incurrence of such Indebtedness, the related acquisition, assuming such acquisition had been consummated on the first day of such applicable period; 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, whether by merger, stock purchase or sale or asset purchase or sale, or any related repayment of Indebtedness, in each case since the first day of such four-quarter applicable period, assuming such acquisition or disposition and any such related payments had been consummated on the first day of such four-quarter applicable period), would be ) is at least 2.0:1. The Company will not permit any of its Subsidiaries equal to incur any Indebtedness (other or greater than Permitted Subsidiary Indebtedness)2.0:1.0x.

Limitation on Indebtedness. The Company (a) Publishing will not, and will not createpermit any of its Restricted Subsidiaries to, 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”), Incur any Indebtedness (including any Acquired Indebtedness but excluding any Permitted Indebtedness) except for (x) Indebtedness of Publishing or (y) Indebtedness of a Restricted Subsidiary constituting Acquired Indebtedness, Permitted Subsidiary Indebtedness or Foreign Subsidiary Indebtedness, provided that, in the case of the foregoing clauses (x) and (y), other than Permitted Indebtedness, unless such Indebtedness is incurred by the Company Consolidated Cash Flow Ratio for Publishing and the Company’s Consolidated Fixed Charge Coverage Ratio Restricted Subsidiaries for the four full fiscal quarters for which financial results are available immediately preceding the date of incurrence Incurrence of such Indebtedness (the “Incurrence Date”), taken as one period is not greater than 6.0:1.0. In addition (and after giving without limiting the foregoing requirement), unless both of The Telegraph and Southam are Restricted Subsidiaries, Publishing shall not permit any Restricted 103 Subsidiary to Incur any Indebtedness other than Acquired Indebtedness or Permitted Subsidiary Indebtedness. For purposes of determining the Consolidated Cash Flow Ratio for any period, pro forma effect to: shall be given to (i) the incurrence Incurrence of such Indebtedness and (if applicable) the application of the net proceeds therefrom, including to refinance other Indebtedness, as if such Indebtedness was incurredIncurred, and the application of such proceeds occurred, at the beginning of such four-quarter period; (ii) the incurrenceIncurrence, repayment or retirement of any other Indebtedness by the Company Publishing and its Restricted Subsidiaries since the first day of such four-quarter period as if such Indebtedness was incurredIncurred, 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 Indebtedness, the related acquisitionacquisition (as if such acquisition had been consummated on the first day of such four-quarter period); and (iv) any acquisition or disposition by the Company Publishing and its Restricted Subsidiaries of any company or any business or any assets out of the ordinary course of business, whether by merger, stock purchase or sale or asset purchase or sale or any related repayment of Indebtedness, in each case since the first day of such four-quarter period, assuming period (as if 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).

Limitation on Indebtedness. (a) The Company will not, and will not createpermit any of its Restricted Subsidiaries to, 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”), Incur any Indebtedness (including any Acquired Indebtedness), other than Permitted Indebtednessthe Notes and Indebtedness existing on the Closing Date); provided that the Company may Incur Indebtedness 47 40 if, unless after giving effect to the Incurrence of such Indebtedness is incurred by and the receipt and application of the proceeds therefrom, the Interest Coverage Ratio would be greater than 2.5:1. Notwithstanding the foregoing, the Company and any Restricted Subsidiary (except as specified below) may Incur each and all of the Company’s Consolidated Fixed Charge Coverage Ratio for following: (i) Indebtedness of the four full fiscal quarters for Company under the Credit Facility or any other agreement in an aggregate principal amount outstanding at any time not to exceed $100 million, less any amount of such Indebtedness permanently repaid as provided under Section 4.11; (ii) Indebtedness owed (A) to the Company evidenced by an unsubordinated promissory note or (B) to any Restricted Subsidiary; provided that any event which financial results are available immediately preceding the date of incurrence in any such Restricted Subsidiary ceasing to be a Restricted Subsidiary or any subsequent transfer of such Indebtedness (other than to the “Company or another Restricted Subsidiary) shall be deemed, in each case, to constitute an Incurrence Date”), 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; not permitted by this clause (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) Indebtedness issued in exchange for, or the net proceeds of which are used to refinance or refund, then outstanding Indebtedness (other than Indebtedness Incurred under clause (i), (ii), (iv), (vi), (vii), (viii), (ix), (x) or (xii) of this paragraph) and any refinancings thereof in an amount not to exceed the amount so refinanced or refunded (plus premiums, accrued interest, fees and expenses); provided that Indebtedness the proceeds of which are used to refinance or refund the Notes or Indebtedness that is pari passu with, or subordinated in right of payment to, the Notes shall only be permitted under this clause (iii) if (A) in case of Acquired the Notes are refinanced in part or the Indebtedness to be refinanced is pari passu with the Notes, such new Indebtedness, by its terms or by the related acquisitionterms of any agreement or instrument pursuant to which such new Indebtedness is outstanding, is expressly made pari passu with, or subordinate in right of payment to, the remaining Notes, (B) in case the Indebtedness to be refinanced is subordinated in right of payment to the Notes, such new Indebtedness, by its terms or by the terms of any agreement or instrument pursuant to which such new Indebtedness is issued or remains outstanding, is expressly made subordinate in right of payment to the Notes at least to the extent that the Indebtedness to be refinanced is subordinated to the Notes and (C) such new Indebtedness, determined as of the date of Incurrence of such new Indebtedness, does not mature prior to the Stated Maturity of the Indebtedness to be refinanced or refunded, and the Average Life of such new Indebtedness is at least equal to the remaining Average Life of the Indebtedness to be refinanced or refunded; and provided further that in no event may Indebtedness of the Company be refinanced by means of any Indebtedness of any Restricted Subsidiary pursuant to this clause (iii); (iv) any acquisition Indebtedness (A) in respect of performance, surety or disposition by the Company and its Subsidiaries of any company or any business or any assets out of appeal bonds provided in the ordinary course of business, (B) under Currency Agreements and Interest Rate Agreements; provided that such agreements (x) are designed solely to protect the Company or its Restricted Subsidiaries against fluctuations in foreign currency exchange rates or interest rates and (y) do not increase the Indebtedness of the obligor outstanding at any related repayment time other than as a result of Indebtednessfluctuations in foreign currency exchange rates or interest rates or by reason of fees, in each case since indemnities and compensation payable thereunder; and (C) arising from agreements providing for indemnification, adjustment of purchase price or similar obligations, or from Guarantees or letters of credit, surety bonds or performance bonds securing any obligations of the first day of such four-quarter period, assuming such acquisition Company 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 Restricted Subsidiaries pursuant to incur any Indebtedness (other than Permitted Subsidiary Indebtedness).such agreements,

Limitation on Indebtedness. The Company Issuer will not, and will not permit any of its Subsidiaries to, and will to the fullest extent of the rights available to it under the relevant contractual or organizational documents not permit its Significant Joint Ventures to, directly or indirectly, create, incur, issue, incur, assume, guarantee or otherwise in any manner become directly or indirectly liable liable, contingently or otherwise, for the payment of or otherwise suffer (in each case, to exist (collectively, “"incur”), ") any Indebtedness (including any Acquired Indebtedness); provided, other than Permitted however, that the Issuer, any Subsidiary or any Significant Joint Venture will be permitted to incur Indebtedness (including Acquired Indebtedness) if (a) at the time of such incurrence, unless no Default or Event of Default under the Indenture has occurred and is continuing, (b) at the time of such Indebtedness is incurred by incurrence 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 (the “Incurrence Date”)Indebtedness, taken as one period (and after giving pro forma effect to: 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 on the beginning first day of such four-quarter period; , (ii) the incurrence, repayment or retirement of any other Indebtedness by the Company Issuer, its Subsidiaries and its Significant Joint Ventures 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 Notwithstanding the average daily balance of such Indebtedness during such four-quarter period); (iii) in the case of Acquired Indebtednessforegoing, the related acquisition; and (iv) any acquisition or disposition by the Company Issuer and its Subsidiaries of any company or any business or any assets out and Significant Joint Ventures may, to the extent specifically set forth below, incur each and all 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).following:

Limitation on Indebtedness. The Company will shall not, and shall not createpermit any of its Restricted Subsidiaries to, issue, incur, assume, guarantee or otherwise in any manner become directly or indirectly liable for the payment of or otherwise suffer to exist (collectivelyindirectly, “incur”), Incur any Indebtedness (including any Acquired Indebtedness), other than Permitted Indebtednessexcept: (i) Indebtedness of the Company or any of its Restricted Subsidiaries, unless if immediately after giving effect to the Incurrence of such Indebtedness is incurred by and the receipt and application of the net proceeds thereof, the Consolidated Cash Flow Ratio of the Company and the Company’s Consolidated Fixed Charge Coverage Ratio for a year consisting of the four full fiscal quarters for which quarterly or annual financial results statements are available immediately next preceding the date of incurrence Incurrence of such Indebtedness (the “Incurrence Date”), taken as one period (and after giving calculated on a pro forma effect to: (i) basis in accordance with Article 11 of Regulation S-X under the incurrence of such Indebtedness and (if applicable) the application of the net proceeds therefrom, including to refinance other Indebtedness, Securities Act or any successor provision 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 had been Incurred on the first day of such four-quarter period as if year) would be greater than 2.0 to 1.0; (ii) Indebtedness of the Company and its Restricted Subsidiaries Incurred under the Credit Agreement in an amount not to exceed $125.0 million in aggregate principal amount at any time outstanding less the amount of any such Indebtedness was incurredthat is permanently repaid or, repaid or retired at the beginning of such four-quarter period (except that, in making such computationwithout duplication, the amount by which commitments thereunder are permanently reduced, in either case, from the proceeds of Asset Dispositions; (iii) Indebtedness owed by the Company to any direct or indirect Wholly Owned Subsidiary of the Company or Indebtedness owed by a direct or indirect Restricted Subsidiary of the Company to the Company or a direct or indirect Wholly Owned Subsidiary of the Company; provided, however, upon either (I) the transfer or other disposition by such direct or indirect Wholly Owned Subsidiary of the Company of any Indebtedness so permitted under this clause (iii) to a Person other than the Company or another direct or indirect Wholly Owned Subsidiary of the Company or (II) the issuance (other than directors' qualifying shares), sale, transfer or other disposition of shares of Capital Stock or other ownership interests (including by consolidation or merger) of such direct or indirect Wholly Owned Subsidiary to a Person other than the Company or another such Wholly Owned Subsidiary of the Company, the provisions of this clause (iii) shall no longer be applicable to such Indebtedness and such Indebtedness shall be deemed to have been Incurred at the time of any such issuance, sale, transfer or other disposition, as the case may be; (iv) Indebtedness of the Company or any Restricted Subsidiary under any interest rate or foreign currency hedge or exchange or other similar agreement to the extent entered into to hedge any other Indebtedness permitted under this Indenture (including the Securities); (v) Indebtedness Incurred to defer, renew, extend, replace, refinance or refund, whether under any amendment, supplement or otherwise (collectively for purposes of this clause (v), to "refund") any Indebtedness described in clause (viii) below, any Indebtedness Incurred under clause (i) above, the Securities issued on the Issue Date and the Guarantee of such Securities; provided, however, that (I) such Indebtedness does not exceed the principal amount (or accrued amount, if less) of Indebtedness under so refunded plus the amount of any revolving credit facility shall premium required to be computed based upon paid in connection with such refunding pursuant to the average daily balance terms of the Indebtedness refunded or the amount of any premium reasonably determined by the issuer of such Indebtedness during as necessary to accomplish such four-quarter period); refunding by means of a tender offer, exchange offer, or privately negotiated repurchase, plus the expenses of such issuer reasonably incurred in connection therewith and (iiiII)(A) in the case of Acquired Indebtednessany refunding of Indebtedness that is pari passu with the Securities, such refunding Indebtedness is made pari passu with or subordinate in right of payment to the Securities, and, in the case of any refunding of Indebtedness that is subordinate in right of payment to the Securities, such refunding Indebtedness is subordinate in right of payment to the Securities on terms no less favorable to the Holders of the Securities than those contained in the Indebtedness being refunded, (B) in either case, the related acquisition; refunding Indebtedness by its terms, or by the terms of any agreement or instrument pursuant to which such Indebtedness is issued, does not have an Average Life that is less than the remaining Average Life of the Indebtedness being refunded and does not permit redemption or other retirement (including pursuant to any required offer to purchase to be made by the Company or a Restricted Subsidiary of the Company) of such Indebtedness at the option of the holder thereof prior to the final stated maturity of the Indebtedness being refunded, other than a redemption or other retirement at the option of the holder of such Indebtedness (including pursuant to a required offer to purchase made by the Company or a Restricted Subsidiary of the Company) which is conditioned upon a change of control of the Company pursuant to provisions substantially similar to those contained in Section 4.14 and (ivC) any acquisition Indebtedness Incurred to refund any Indebtedness is Incurred by the obligor on the Indebtedness being refunded or disposition by the Company; provided, further, that clause (II) of the immediately preceding proviso shall not apply to any Indebtedness incurred to refinance term loans under the Credit Agreement outstanding on the Issue Date or to subsequent refinancings of any such refinancing Indebtedness; (vi) commodity agreements of the Company or any of its Restricted Subsidiaries to the extent entered into to protect the Company and its Restricted Subsidiaries from fluctuations in the prices of raw materials used in their businesses; (vii) Indebtedness of the Company under the Exchange Securities and Indebtedness of the Guarantors under the Guarantees incurred in accordance with this Indenture; (viii) Indebtedness issued or outstanding on the Issue Date (including (a) Indebtedness under clause (xiii) below and (b) the Term Loan Facilities and excluding (i) Indebtedness consisting of revolving loans under the Credit Agreement outstanding on the Issue Date, (ii) Indebtedness under the Existing Credit Agreement repaid on the Issue Date as part of the Recapitalization and (iii) Indebtedness represented by any 11 1/4% Notes and 9 1/4% Notes which are tendered and accepted for payment pursuant to the Tender Offers); (ix) guarantees by the Company or its Restricted Subsidiaries of any company Indebtedness otherwise permitted to be incurred hereunder; (x) Indebtedness the net proceeds of which are applied to defease the Securities in their entirety; (xi) Indebtedness of the Company or any business of its Subsidiaries that is an endorsement of bank drafts and similar negotiable instruments for collection or deposit in the ordinary course of business; (xii) Indebtedness incurred by the Company or any assets out of its Restricted Subsidiaries constituting reimbursement obligations with respect to letters of credit issued in the ordinary course of business, including, without limitation, letters of credit in respect of workers' compensation claims or self-insurance, or other Indebtedness with respect to reimbursement type obligations regarding workers' compensation claims or self-insurance and obligations in respect of performance and surety bonds and completion guarantees provided by the Company or any related repayment Restricted Subsidiary of Indebtednessthe Company in the ordinary course of business not in excess of $10.0 million at any time outstanding; (xiii) Indebtedness under any 11 1/4% Notes and 9 1/4% Notes which are not tendered pursuant to and remain outstanding following the Tender Offers; and (xiv) Indebtedness of the Company or its Restricted Subsidiaries not otherwise permitted to be Incurred pursuant to clauses (i) through (xiii) above which, together with any other outstanding Indebtedness Incurred pursuant to this clause (xiv), has an aggregate principal amount not in excess of $40.0 million at any time outstanding, which Indebtedness may be Incurred under the Credit Agreement or otherwise. For purposes of determining compliance with this covenant, in each case since the first day event than an item of Indebtedness meets the criteria of more than one of the categories of Indebtedness described in clauses (i) through (xiv) above, the Company shall, in its sole discretion, classify such item of Indebtedness in any manner that complies with this covenant and such item of indebtedness will be treated as having been Incurred pursuant to only one of such four-quarter periodclauses. In addition, assuming such acquisition the Company may, at any time, change the classification of an item of Indebtedness (or disposition and any such related payments had been consummated on portion thereof) to any other clause; provided that the first day of such four-quarter period), Company would be permitted to Incur such item of Indebtedness (or such portion thereof) pursuant to such other clause at least 2.0:1such time of reclassification. The Company Accrual of interest, accretion or amortization of original issue discount will not permit any be deemed to be an Incurrence of its Subsidiaries to incur any Indebtedness (other than Permitted Subsidiary Indebtedness)for purposes of this covenant.

Limitation on Indebtedness. (a) The Company will shall not, and shall not permit any Restricted Subsidiary to, create, incur, issue, incur, assume, guarantee or otherwise in any manner become directly or indirectly liable for the payment of or otherwise suffer to exist (collectively, “collectively "incur”), ") any Indebtedness (including any Acquired Indebtedness), other than Permitted Indebtedness and Permitted Subsidiary Indebtedness, unless such Indebtedness is incurred by as the case may be; provided, however, that the Company and its Restricted Subsidiaries that are Subsidiary Guarantors may incur Indebtedness if (i) the Company’s '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 (the “Incurrence Date”and for which financial statements are available), taken as one period (and at the time of such incurrence, after giving pro forma effect to: (ix) the incurrence of such Indebtedness and (if applicable) the application of the net proceeds therefrom, including to refinance other IndebtednessIndebtedness or to acquire producing oil and gas Properties, as if such Indebtedness was incurred, had been incurred and the application of such proceeds occurred, had occurred at the beginning of such four-quarter period; (iiy) the incurrence, repayment or retirement of any other Indebtedness (including Permitted Indebtedness) by the Company or its Restricted Subsidiaries since the first day of such four-quarter period (including any other Indebtedness to be incurred concurrent with the incurrence of such Indebtedness) as if such Indebtedness was had been 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 Indebtedness, the related acquisition; and (ivz) any notwithstanding clause (d) of the definition of Consolidated Net Income, the acquisition (whether by purchase, merger or otherwise) or disposition (whether by sale, merger or otherwise) of any Person acquired, or to be acquired, or disposed, or to be disposed of, by the Company and or 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).Restricted Subsidiaries,

Limitation on 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 liable, contingently or otherwise (in each case, to "incur"), for the payment of or otherwise suffer to exist (collectively, “incur”), any Indebtedness (including any Acquired Indebtedness), ) other than Permitted Indebtedness; provided, unless such Indebtedness is incurred by however, -------- ------- that (i) 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 any Guarantor will be permitted to incur Indebtedness (the “Incurrence Date”including Acquired Indebtedness), taken as one period and (and ii) a Restricted Subsidiary will be permitted to incur Acquired Indebtedness, if in each case, after giving pro forma effect to: to (i1) 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, were incurred at the beginning of the four full fiscal quarters immediately preceding such four-quarter incurrence, taken as one period; (ii2) the incurrence, repayment or retirement of any other Indebtedness by the Company and its Restricted Subsidiaries since the first day of such four-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 Indebtedness, the related acquisition; and (iv3) any acquisition Asset Sale 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 Asset Acquisition occurring since the first day of such four-quarter period, assuming period (including to the date of calculation) as if such acquisition or disposition and any such related payments had been consummated on occurred at the first day beginning of such four-quarter period), would be the Consolidated Fixed Charge Coverage Ratio of the Company is at least 2.0:12:1. The Company will not permit any of its Subsidiaries to incur any Indebtedness (other than Permitted Subsidiary Indebtedness).106

Limitation on Indebtedness. The Company Borrower will not, and will not permit any of its Subsidiaries to, create, issue, incur, assume, guarantee guarantee, or otherwise in any manner become directly or indirectly liable for the payment of or with respect to or otherwise suffer to exist incur (collectively, “"incur”), ") any Indebtedness (including any Acquired Indebtedness but excluding any Permitted Indebtedness), other than Permitted Indebtedness, unless such ; PROVIDED HOWEVER that the Borrower and any Subsidiary that is a Guarantor may incur Indebtedness is incurred by if the Company and the Company’s Consolidated Fixed Charge Coverage Ratio for the Borrower for the four full fiscal quarters for which financial results are available immediately preceding the date of incurrence of such Indebtedness (the “Incurrence Date”), taken as one period (and after giving pro forma effect to: 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 Borrower and its Subsidiaries 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 Indebtedness, the related acquisitionacquisition (as if such acquisition had been consummated on the first day of such four-quarter period); and (iv) any acquisition or disposition by the Company Borrower and its Subsidiaries of any company or any business or any assets out of the ordinary course of business, whether by merger, stock purchase or sale, or asset purchase or sale or any related repayment of Indebtedness, in each case since the first day of such four-quarter period, assuming as if 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 ) is equal to incur any Indebtedness (other or greater than Permitted Subsidiary Indebtedness)2.0:1.0.

Limitation on Indebtedness. (a) The Company will not, and will not permit any of its Restricted Subsidiaries to, create, issue, incur, assume, guarantee or otherwise in any manner become directly or indirectly liable for the payment of or otherwise suffer to exist incur (collectively, “"incur”"), any Indebtedness (including any Acquired Indebtedness), other than Permitted Indebtedness, unless such Indebtedness is incurred by the Company and or a Guarantor or constitutes Acquired Indebtedness of a Restricted Subsidiary (which is not a Guarantor) and, in each case, the Company’s 's Consolidated Fixed Charge Coverage Ratio for the four full fiscal quarters for which financial results statements are available immediately preceding the date of incurrence of such Indebtedness (the “Incurrence Date”), taken as one period (and after giving pro forma effect to: to (i) the incurrence of such Indebtedness and (if applicable) the application of the net proceeds therefrom, including to refinance the refinancing of other Indebtedness, as if such Indebtedness was incurred, and the application of such proceeds occurred, at on the beginning first day of such four-quarter applicable period; (ii) the incurrence, repayment or retirement of any other Indebtedness by the Company and its Restricted Subsidiaries since the first day of such four-quarter applicable period as if such Indebtedness was incurred, repaid or retired at the beginning of such four-quarter applicable 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 applicable period); (iii) in the case of Acquired Indebtedness or any acquisition occurring at the time of the incurrence of such Indebtedness, the related acquisition, assuming such acquisition had been consummated on the first day of such applicable period; and (iv) any acquisition or disposition by the Company and its Restricted Subsidiaries of any company or any business or any assets out of the ordinary course of business, whether by merger, stock purchase or sale or asset purchase or sale, or any related repayment of Indebtedness, in each case since the first day of such four-quarter applicable period, assuming such acquisition or disposition and any such related payments had been consummated on the first day of such four-quarter applicable period), would be ) is at least 2.0:1. The Company will not permit any of its Subsidiaries equal to incur any Indebtedness (other or greater than Permitted Subsidiary Indebtedness)2.00 to 1.

Limitation on Indebtedness. (a) The Company will shall not, and shall not permit any Restricted Subsidiary to, create, incur, issue, incur, assume, guarantee or otherwise in any manner become directly or indirectly liable for the payment of or otherwise suffer to exist (collectively, “collectively "incur”), ") any Indebtedness (including any Acquired Indebtedness), other than Permitted Indebtedness and Permitted Subsidiary Indebtedness, unless such Indebtedness is incurred by as the case may be; provided, however, that the Company and its Restricted Subsidiaries that are Subsidiary Guarantors may incur Indebtedness if (x) the Company’s '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 (the “Incurrence Date”)Indebtedness, taken as one period (at the time of such incurrence 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, incurred and the application of such proceeds occurred, occurred at the beginning of such four-quarter period; (ii) the incurrence, repayment or retirement of any other Indebtedness (including Permitted Indebtedness) by the Company or its Restricted Subsidiaries since the first day of such four-quarter period (including any other Indebtedness to be incurred concurrent with the incurrence of such Indebtedness) 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); and (iii) in notwithstanding clause (d) of the case definition of Acquired IndebtednessConsolidated Net Income, the related acquisition; and acquisition (ivwhether by purchase, merger or otherwise) any acquisition or disposition (whether by sale, merger or otherwise) of any Person acquired or disposed of by the Company and or its Subsidiaries of any company or any business or any assets out of Restricted Subsidiaries, as the ordinary course of businesscase may be, or any related repayment of Indebtedness, in each case since the first day of such four-quarter period, assuming as if such acquisition or disposition and any such related payments had been consummated on occurred at the first day beginning of such four-quarter period), would be have been equal to at least 2.0:1. The Company will not permit any of its Subsidiaries 2.5 to incur any Indebtedness (other than Permitted Subsidiary Indebtedness)1.0.

Limitation on Indebtedness. The Company will shall not, and the Company shall not permit any of its Subsidiaries to, create, issue, incur, assume, guarantee or otherwise in any manner become directly or indirectly liable (contingently or otherwise) for the payment of or with respect to or otherwise suffer to exist incur (individually and collectively, “"incur”"), any Indebtedness (including any Acquired Indebtedness), other than Permitted Indebtedness, unless such Indebtedness is incurred by from and after the Issue Date; provided, however, that the Company and its Subsidiaries, on a consolidated basis, will be permitted to incur Indebtedness if the Company’s Consolidated Fixed Charge Coverage Ratio for the Company for the four full fiscal quarters for which financial results are available immediately preceding the date of incurrence of such Indebtedness (the “Incurrence Date”)Indebtedness, taken as one period, is at least equal to 2.0:1.0; provided, however, that in the case of the incurrence of any Indebtedness by any Subsidiary pursuant to clauses (ix), (x) or (xiii) of the definition of Permitted Indebtedness in Section 1.1 or in compliance with the foregoing Consolidated Fixed Charge Coverage Ratio, such Subsidiary has, prior to or concurrently with such incurrence, executed and delivered a supplemental indenture to this Indenture providing for an Indenture Guarantee. In computing the Consolidated Fixed Charge Coverage Ratio for any period (and after giving of four full fiscal quarters, the Company shall give pro forma effect to: to (i) the incurrence of such the Indebtedness to the incurred 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 and its Subsidiaries 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 such other 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 Indebtedness, the related acquisition; and (iv) any acquisition or disposition by the Company and its Subsidiaries of any company or any business or any group of assets out of the ordinary course of businessconstituting an operating unit, whether by merger, stock purchase or sale, or asset purchase or sale, and any related repayment of Indebtedness, in each case since the first day of such four-quarter period, assuming as if 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).

Limitation on 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 Indebtedness), other than Permitted Indebtedness, unless such Indebtedness is incurred by the Company and the Company’s '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 (the “"Incurrence Date”"), 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 Indebtedness, 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 2.0:11.8:1 from the date hereof to and including 105 December 31, 1998, and 2.0:1 thereafter. The Company will not permit any of its Subsidiaries to incur any Indebtedness (other than Permitted Subsidiary Indebtedness).

Limitation on Indebtedness. The Company (a) Publishing will not, and will not createpermit any of its Restricted Subsidiaries to, 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”), Incur any Indebtedness (including any Acquired Indebtedness but excluding any Permitted Indebtedness) except for (x) Indebtedness of Publishing or (y) Indebtedness of a Restricted Subsidiary constituting Acquired Indebtedness, Permitted Subsidiary Indebtedness or Foreign Subsidiary Indebtedness, provided that, in the case of the foregoing clauses (x) and (y), other than Permitted Indebtedness, unless such Indebtedness is incurred by the Company Consolidated Cash Flow Ratio for Publishing and the Company’s Consolidated Fixed Charge Coverage Ratio Restricted Subsidiaries for the four full fiscal quarters for which financial results are available immediately preceding the date of incurrence Incurrence of such Indebtedness (the “Incurrence Date”), taken as one period is greater than 6.0:1.0. In addition (and after giving without limiting the foregoing requirement), unless both of The Telegraph and Southam are Restricted Subsidiaries, Publishing shall not permit any Restricted Subsidiary to Incur any Indebtedness other than Acquired Indebtedness or Permitted Subsidiary Indebtedness. For purposes of determining the Consolidated Cash Flow Ratio for any period, pro forma effect to: shall be given to (i) the incurrence Incurrence of such Indebtedness and (if applicable) the application of the net proceeds therefrom, including to refinance other Indebtedness, as if such Indebtedness was incurredIncurred, and the application of such proceeds occurred, at the beginning of such four-quarter period; (ii) the incurrenceIncurrence, repayment or retirement of any other Indebtedness by the Company Publishing and its Restricted Subsidiaries since the first day of such four-quarter period as if such Indebtedness was incurredIncurred, 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 Indebtedness, the related acquisitionacquisition (as if such acquisition had been consummated on the first day of such four-quarter period); and (iv) any acquisition or disposition by the Company Publishing and its Restricted Subsidiaries of any company or any business or any assets out of the ordinary course of business, whether by merger, stock purchase or sale or asset purchase or sale or any related repayment of Indebtedness, in each case since the first day of such four-quarter period, assuming period (as if such acquisition or 114 - 104 - 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).

Limitation on 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 liable, contingently or otherwise (in each case, to "incur"), for the payment of or otherwise suffer to exist (collectively, “incur”), any Indebtedness (including any Acquired Indebtedness), ) other than Permitted Indebtedness; provided, unless such Indebtedness is incurred by however, -------- ------- that (i) 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 any Guarantor will be permitted to incur Indebtedness (the “Incurrence Date”including Acquired Indebtedness), taken as one period and (and ii) a Restricted Subsidiary will be permitted to incur Acquired Indebtedness, if in each case, after giving pro forma effect to: to (i1) 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, were incurred at the beginning of the four full fiscal quarters immediately preceding such four-quarter incurrence, taken as one period; (ii2) the incurrence, repayment or retirement of any other Indebtedness by the Company and its Restricted Subsidiaries 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 Indebtedness, the related acquisition; and (iv3) any acquisition Asset Sale 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 Asset Acquisition occurring since the first day of such four-quarter period, assuming period (including to the date of calculation) as if such acquisition or disposition and any such related payments had been consummated on occurred at the first day beginning of such four-quarter period), would be the Consolidated Fixed Charge Coverage Ratio of the Company is at least 2.0:1. The Company will not permit any of its Subsidiaries to incur any Indebtedness (other than Permitted Subsidiary Indebtedness)2:1.

Limitation on Indebtedness. The Company will not create, issue, incur, assume, guarantee If specified as contemplated by Section 2.1 or otherwise in any manner become directly or indirectly liable for 3.1 with respect to the payment Securities of or otherwise suffer to exist (collectively, “incur”), any Indebtedness (including any Acquired Indebtedness), other than Permitted Indebtednessa particular series, unless such Indebtedness is incurred by and until the Company reaches Investment Grade Status, the Company and its Subsidiaries will not be permitted to Incur any Debt unless, immediately after giving effect to the Company’s Incurrence of such Debt and the receipt and application of the proceeds thereof, the Consolidated Fixed Charge Coverage Cash Flow Ratio for the four full fiscal quarters for which quarterly or annual financial results statements are available immediately next preceding the date of incurrence Incurrence of such Indebtedness (the “Incurrence Date”)Debt, taken as one period (and after giving calculated on a 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, basis as if such Indebtedness was incurred, and the application of such proceeds occurred, Debt had been Incurred at the beginning of such four-four full fiscal quarters, would be greater than 1.5 to 1 for the period ending on the first anniversary of the date of issuance of such Securities; 1.75 to 1 for the period from the first anniversary of the date of issuance of such Securities and ending on the second anniversary of the date of issuance of such Securities, and 2.0 to 1 thereafter; provided, however, that notwithstanding the foregoing limitations, the Company may Incur Debt (x) of up to $75,000,000 under its Credit Facility or any renewal, extension, refinancing or refunding thereof and (y) of up to an amount equal to the aggregate principal amount of the Senior Notes to the extent Incurred in connection with the refunding or refinancing thereof, plus the amount of any premium required to be paid in connection therewith and the reasonable expenses incurred in connection therewith. For purposes of the foregoing, the Consolidated Cash Flow Ratio for any period from January 1, 1997 to December 31, 1997, shall be calculated on an annualized basis as follows: (i) at any time prior to the Company's financial statements for the second fiscal quarter periodof 1997 being available, by annualizing the Company's first 1997 fiscal quarter; (ii) at any time after the incurrenceCompany's financial statements for the second fiscal quarter of 1997 are available and prior to the Company's financial statements for the third fiscal quarter of 1997 being available, repayment or retirement of any other Indebtedness by annualizing the Company since the Company's 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)and second 1997 fiscal quarters; (iii) in at any time thereafter and prior to the case of Acquired IndebtednessCompany's 1997 results being available, by annualizing the related acquisition; Company's first three 1997 fiscal quarters, and (iv) with respect to any acquisition or disposition Person acquired by the Company and its Subsidiaries of any company or any business or any assets out a Subsidiary of the ordinary course of businessCompany during such period, the Consolidated Cash Flow Ratio shall be calculated utilizing financial information with respect to such Person for the four full fiscal quarters for which quarterly or any related repayment of Indebtedness, in each case since annual financial statements are available next preceding the first day Incurrence 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)Debt.

Limitation on Indebtedness. (a) 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 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 (the “Incurrence Date”), 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 incurrednot, 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 Indebtedness, 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 Restricted Subsidiaries to incur to, Incur any Indebtedness (other than Permitted the Notes, the Guaranty and Indebtedness existing on the Closing Date); provided that the Company or any Obligor may Incur Indebtedness if, after giving effect to the Incurrence of such Indebtedness and the receipt and application of the proceeds therefrom, the Consolidated Leverage Ratio would be greater than zero and (x) less than or equal to 7.25 to 1, for Indebtedness Incurred on or prior to December 31, 1999, or (y) less than or equal to 6.75 to 1, for Indebtedness Incurred thereafter. Notwithstanding the foregoing, the Company and any Restricted Subsidiary (except as specified below) may Incur each and all of the following: (i) Indebtedness outstanding at any time in an aggregate principal amount not to exceed the greater of (x) $200 million, less any amount of such Indebtedness permanently repaid as provided under Section 4.11 and (y) an amount equal to 4.5 times the Company's Consolidated EBITDA for the then most recent fiscal quarter for which financial statements of the Company have been filed with the Commission (giving pro forma effect to any Asset Acquisitions and Asset Dispositions as provided under the definition of "Consolidated Leverage Ratio") multiplied by four; (ii) Indebtedness owed (A) to the Company or any Obligor evidenced by a promissory note or (B) to any other Restricted Subsidiary; provided that any event which results in any such Restricted Subsidiary ceasing to be a Restricted Subsidiary or any subsequent transfer of such Indebtedness (other than to the Company or another Restricted Subsidiary) shall be deemed, in each case, to constitute an Incurrence of such Indebtedness not permitted by this clause (ii); (iii) Indebtedness issued in exchange for, or the net proceeds of which are used to refinance or refund, then outstanding Indebtedness (other than Indebtedness Incurred under clause (i), (ii), (iv), (vi), (vii) or (viii) of this paragraph) and any refinancings thereof in an amount not to exceed the amount so refinanced or refunded (plus premiums, accrued interest, fees and expenses); provided that Indebtedness the proceeds of which are used to refinance or refund the Notes and the Guaranty or Indebtedness that is pari passu with, or subordinated in right of payment to, the Notes and the Guaranty shall only be permitted under this clause (iii) if (A) in case the Notes and the Guaranty are refinanced in part or the Indebtedness to be refinanced is pari passu with the Notes and the Guaranty, such new Indebtedness, by its terms or by the terms of any agreement or instrument pursuant to which such new Indebtedness is outstanding, is expressly made pari passu with, or subordinate in right of payment to, the remaining Notes and the Guaranty, (B) in case the Indebtedness to be refinanced is subordinated in right of payment to the Notes and the Guaranty, such new Indebtedness, by its terms or by the terms of any agreement or instrument pursuant to which such new Indebtedness is issued or remains outstanding, is expressly made subordinate in right of payment to the Notes and the Guaranty at least to the extent that the Indebtedness to be refinanced is subordinated to the Notes and the Guaranty and (C) such new Indebtedness, determined as of the date of Incurrence of such new Indebtedness, does not mature prior to the Stated Maturity of the Indebtedness to be refinanced or refunded, and the Average Life of such new Indebtedness is at least equal to the remaining Average Life of the Indebtedness to be refinanced or refunded; and provided further that in no event may Indebtedness of the Company or the Obligors be refinanced by means of any Indebtedness of any Restricted Subsidiary other than the Obligors pursuant to this clause (iii); (iv) Indebtedness (A) in respect of performance, surety or appeal bonds, performance guarantees or similar obligations securing the Company's or any Restricted Subsidiary's obligations under any cable television franchise, pole attachment agreement or lease or other similar agreement incurred in the ordinary course of business and entered into in connection with the day-to-day operations of such business, (B) under Currency Agreements and Interest Rate Agreements; provided that such agreements (a) are designed solely to protect the Company or its Restricted Subsidiaries against fluctuations in foreign currency exchange rates or interest rates and (b) do not increase the Indebtedness of the obligor outstanding at any time other than as a result of fluctuations in foreign currency exchange rates or interest rates or by reason of fees, indemnities and compensation payable thereunder; and (C) arising from agreements providing for indemnification, adjustment of purchase price or similar obligations, or from Guarantees or letters of credit, surety bonds or performance bonds securing any obligations of the Company or any of its Restricted Subsidiaries pursuant to such agreements, in any case Incurred in connection with the disposition of any business, assets or Restricted Subsidiary (other than Guarantees of Indebtedness Incurred by any Person acquiring all or any portion of such business, assets or Restricted Subsidiary for the purpose of financing such acquisition), in a principal amount not to exceed the gross proceeds actually received by the Company or any Restricted Subsidiary in connection with such disposition; (v) Indebtedness of the Company or the Obligors, to the extent the net proceeds thereof are promptly (A) used to purchase Notes tendered in an Offer to Purchase made as a result of a Change in Control or (B) deposited to defease the Notes as described under Article Eight; (vi) Guarantees of the Notes and Guarantees of Indebtedness of the Company or the Obligors by any Restricted Subsidiary provided the Guarantee of such Indebtedness is permitted by and made in accordance with Section 4.07; (vii) Indebtedness Incurred to finance the cost to acquire equipment, inventory or other assets used or useful in the business of the Company and its Restricted Subsidiaries (including acquisitions by way of a Capitalized Lease and the acquisition of the Capital Stock of a Person that becomes a Restricted Subsidiary), in an aggregate principal amount outstanding at any time not to exceed 5% of the Company's total assets as set forth on the most recently available quarterly or annual consolidated balance sheet of the Company and its Restricted Subsidiaries filed with the Commission; (viii) Indebtedness of the Company or any Obligor not to exceed, at any one time outstanding, two times the sum of (A) the Net Cash Proceeds received by the Company or an Obligor after the Closing Date as a capital contribution (other than a capital contribution by the Company or any Subsidiary of the Company) or from the sale of its Capital Stock (other than Disqualified Stock) to a Person other than the Company or any Subsidiary of the Company, to the extent such capital contribution or sale of Capital Stock has not been used pursuant to clause (C)(2) of the first paragraph or clause (iii), or (iv) of the second paragraph of Section 4.04 to make a Restricted Payment and (B) 80% of the fair market value of property (other than cash and cash equivalents) received by the Company or an Obligor after the Closing Date as a capital contribution (other than a capital contribution by the Company or any Subsidiary of the Company) or from the sale of its Capital Stock (other than Disqualified Stock) to a Person other than the Company or any Subsidiary of the Company, to the extent such capital contribution or sale of Capital Stock has not been used pursuant to clause (iii), (iv) or (vi) of the second paragraph of Section 4.04 to make a Restricted Payment; provided that such Indebtedness does not mature prior to the Stated Maturity of the Notes and has an Average Life longer than the Notes; and (ix) Acquired Indebtedness; provided that after giving effect to the Incurrence thereof, the Company could Incur at least $1.00 of Indebtedness under the first paragraph of Section 4.03.

Limitation on Indebtedness. The Company Borrower will not, and will not permit any Subsidiary to, create, issue, incur, assume, guarantee assume or otherwise in any manner become directly or indirectly liable for the payment of or otherwise suffer permit to exist any Indebtedness, except: Indebtedness created under the Loan Documents; Indebtedness existing on the date hereof and set forth on Schedule 6.07 and Refinancing Indebtedness in respect thereof; Indebtedness of the Borrower or any Subsidiary to the Borrower or any other Subsidiary; provided that (collectivelyi) such Indebtedness shall not have been transferred or pledged to any other Person, “incur”)and (ii) such Indebtedness shall be incurred in compliance with Section 6.11; Indebtedness of the Borrower or any Subsidiary incurred to finance the acquisition, construction or improvement of any fixed or capital assets, including any Indebtedness assumed in connection with the acquisition of any such assets, and Refinancing Indebtedness in respect thereof; provided that (including any Acquired Indebtedness), other than Permitted Indebtedness, unless A) such Indebtedness is incurred by prior to or within 180 days after such acquisition or 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 completion of such Indebtedness construction or improvement and (the “Incurrence Date”), taken as one period (and B) immediately after giving pro forma effect to: (i) the incurrence of to such Indebtedness and (if applicable) the application of the net proceeds therefrom, including to refinance other Indebtedness, as if it had been incurred on the last day of the most recent fiscal quarter for which financial statements have been delivered, the Borrower is in pro forma compliance with Section 6.06; Indebtedness owed in respect of any overdrafts and related liabilities arising from treasury, depository and cash management services or in connection with any automated clearing-house transfers of funds; other Indebtedness of the Borrower that is secured by any Lien in an aggregate principal amount for all such Indebtedness was incurred, and the application of such proceeds occurred, incurred under this paragraph (f) not exceeding $25,000,000 at the beginning of such four-quarter periodany time outstanding; (ii) the incurrence, repayment or retirement Indebtedness under Film Contracts in an aggregate amount outstanding at any time not to exceed $18,000,000; other Indebtedness of any other Indebtedness by the Company since the first day of such four-quarter period as if Subsidiary in an aggregate principal amount for all such Indebtedness was incurred, repaid or retired incurred under this paragraph (h) not exceeding $10,000,000 at any time outstanding; and other unsecured Indebtedness of the beginning of such four-quarter period (except that, in making such computation, Borrower; provided that the amount of Indebtedness under any revolving credit facility shall be computed based upon the average daily balance terms of such Indebtedness during such four-quarter period); (iii) in shall not prohibit, restrict or impose any condition upon the case ability of Acquired Indebtedness, the related acquisition; and (iv) any acquisition or disposition by the Company and its Subsidiaries of any company Borrower or any business Subsidiary to create, incur or permit to exist 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 Lien upon any of its Subsidiaries to incur any Indebtedness (other than Permitted Subsidiary Indebtedness)property or assets.

Limitation on Indebtedness. (a) The Company will not, and will not createpermit any of its Restricted Subsidiaries to, 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”), Incur any Indebtedness (other than the Notes and the Dollar Notes and Indebtedness existing on the Closing Date); provided that the Company and any Restricted Subsidiary may Incur Indebtedness (including any Acquired Indebtedness), other than Permitted Indebtednessif, unless after giving effect to the Incurrence of such Indebtedness is and the receipt and application of the proceeds therefrom, the pro forma Consolidated Leverage Ratio would be greater than zero and less than 5 to 1; provided that no more than 50% of the Indebtedness Incurred under this clause may be incurred by Restricted Subsidiaries. Notwithstanding the foregoing, the Company and any Restricted Subsidiary (except as specified below) may Incur each and all of the Company’s following: (i) Indebtedness outstanding at any time in an aggregate principal amount not to exceed the greater of (A) $200 million and (B) Consolidated Fixed Charge Coverage Ratio Adjusted Operating Cash Flow for the preceding four full fiscal quarters for which financial reports have been filed pursuant to Section 4.17, in each case less any amount of Indebtedness permanently repaid as provided under Section 4.10, provided that the aggregate amount of Indebtedness of Restricted Subsidiaries outstanding at any one time under this clause (i) shall not exceed one-half of the greater of the amounts referred to in clause (A) and clause (B) above; (ii) Indebtedness (A) to the Company evidenced by an unsubordinated promissory note or other evidence of unsubordinated indebtedness (provided that such indebtedness may be subordinated to the Proposed ING Credit Facility) or (B) to any of its Restricted Subsidiaries; provided that any event which results are available immediately preceding the date of incurrence in any such Restricted Subsidiary ceasing to be a Restricted Subsidiary or any subsequent transfer of such Indebtedness (other than to the “Company or another Restricted Subsidiary) shall be deemed, in each case, to constitute an Incurrence Date”), 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; not permitted by this clause (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) Indebtedness issued in exchange for, or the net proceeds of which are used to refinance or refund, then outstanding Indebtedness (including, without limitation, the Notes), other than Indebtedness Incurred under clause (i), (ii), (iv), (vi), (vii), (viii), (ix), (x) or (xi) of this paragraph (which clauses are either unlimited in amount or provide for the refinancing of Indebtedness Incurred thereunder), and any refinancings thereof in an amount not to exceed the amount so refinanced or refunded (plus premiums, accrued interest, fees and expenses); provided that Indebtedness the proceeds of which are used to refinance or refund 136 36 the Notes or Indebtedness that is pari passu with, or subordinated in right of payment to, the Notes shall only be permitted under this clause (iii) if (A) in case of Acquired the Notes are refinanced in part or the Indebtedness to be refinanced is pari passu with the Notes, such new Indebtedness, by its terms or by the related acquisitionterms of any agreement or instrument pursuant to which such new Indebtedness is outstanding, is expressly made pari passu with, or subordinate in right of payment to, the remaining Notes, (B) in case the Indebtedness to be refinanced is subordinated in right of payment to the Notes, such new Indebtedness, by its terms or by the terms of any agreement or instrument pursuant to which such new Indebtedness is outstanding, is expressly made subordinate in right of payment to the Notes at least to the extent that the Indebtedness to be refinanced is subordinated to the Notes, and (C) such new Indebtedness, determined as of the date of Incurrence of such new Indebtedness, does not mature prior to the Stated Maturity of the Indebtedness to be refinanced or refunded, and the Average Life of such new Indebtedness is at least equal to the remaining Average Life of the Indebtedness to be refinanced or refunded (assuming such Indebtedness had a final Stated Maturity three months later than its actual final stated maturity); and provided further that in no event may Indebtedness of the Company be refinanced by means of any Indebtedness of any Restricted Subsidiary pursuant to this clause (iii); (iv) any acquisition Indebtedness (A) in respect of performance, surety or disposition by the Company and its Subsidiaries of any company or any business or any assets out of appeal bonds provided in the ordinary course of business, (B) under Currency Agreements and Interest Rate Agreements; provided that such agreements (a) are designed solely to protect the Company or its Subsidiaries against fluctuations in foreign currency exchange rates or interest rates and (b) do not increase the Indebtedness of the obligor outstanding at any time other than as a result of fluctuations in foreign currency exchange rates or interest rates or by reason of fees, indemnities and compensation payable thereunder; and (C) arising from agreements providing for indemnification, adjustment of purchase price or similar obligations, or from Guarantees or letters of credit, surety bonds or performance bonds securing any obligations of the Company or any related repayment of its Restricted Subsidiaries pursuant to such agreements, in any case Incurred in connection with the disposition of any business, assets or Restricted Subsidiary of the Company (other than Guarantees of Indebtedness Incurred by any Person acquiring all or any portion of such business, assets or Restricted Subsidiary of the Company for the purpose of financing such acquisition), in a principal amount not to exceed the gross proceeds actually received by the Company or any Restricted Subsidiary in connection with such disposition; (v) Indebtedness of the Company, to the extent the net proceeds thereof are promptly (A) used to purchase Notes or Dollar Notes tendered in an Offer to Purchase made as a result of Change in Control or (B) deposited to defease the Notes as described in Sections 8.02 and 8.03; (vi) Guarantees of the Notes or Dollar Notes or Guarantees of Indebtedness of the Company by any Restricted Subsidiary provided the Guarantee of such Indebtedness is permitted by and made in accordance with Section 4.06; (vii) secured Indebtedness, in an aggregate amount not to exceed $15 million at any one time outstanding, Incurred to finance the cost (including the cost of purchase or installation) of equipment or other tangible capital assets used or useful in the media, communications or entertainment business, in each case since acquired by the first day Company or a Restricted Subsidiary after the Closing Date; (viii) Indebtedness of the 137 37 Company not to exceed, at any one time outstanding, two times the Net Cash Proceeds (less the amount of such four-quarter period, assuming proceeds applied as provided in clause (ii) or (iii) of the second paragraph of Section 4.03 or applied to repay Indebtedness of the Company) received by the Company (or any Restricted Subsidiary that Guarantees the Notes in accordance with Section 4.06; provided that the Company delivers to the Trustee an Opinion of Counsel to the effect (subject to customary caveats) that such acquisition Guarantee is enforceable and provided further that such Capital Stock is not subsequently repurchased by the Company or disposition any Restricted Subsidiary) after the Closing Date from the issuance 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 sale of its Subsidiaries to incur any Indebtedness Capital Stock (other than Permitted Disqualified Stock) to a Person that is not a Subsidiary of the Company; provided that such Indebtedness matures after the Stated Maturity of the Notes and has an Average Life longer than the Notes; (ix) Indebtedness of the Company and each Restricted Subsidiary, not to exceed in the aggregate at any one time outstanding 60% of the accounts receivable (net of accounts more than 90 days past due, reserves and allowances for doubtful accounts, determined in accordance with GAAP) of the Company and its Restricted Subsidiaries on a consolidated basis as set forth on the balance sheet of the Company most recently filed with the Commission pursuant to Section 4.17; provided that any such Indebtedness of any Restricted Subsidiary is not Guaranteed by the Company; (x) Indebtedness of any Restricted Subsidiary, not to exceed at any one time outstanding the amount of the commitment to lend to such Restricted Subsidiary by any Person not an Affiliate thereof on the Closing Date (and refinancings of such Indebtedness); and (xi) without duplication of Indebtedness permitted under clause (x), Indebtedness incurred under the Proposed ING Credit Facility (including any Guarantees relating thereto) up to $35 million in principal amount at any one time outstanding, and any refinancings thereof.

Limitation on Indebtedness. The Company will not, and will not createpermit any of its Subsidiaries to, issueIncur, incur, assume, guarantee or otherwise in any manner become directly or indirectly liable for the payment of or otherwise suffer to exist (collectively, “incur”)indirectly, any Indebtedness (including any Acquired Indebtedness), other than Permitted Indebtedness, unless except: (i) Indebtedness of the Com- pany or its Subsidiaries, if immediately after giving effect to the Incurrence of such Indebtedness is incurred by and the receipt and application of the net proceeds thereof, the Consolidated Cash Flow Ratio of the Company and the Company’s Consolidated Fixed Charge Coverage Ratio for the four full fiscal quarters for which quarterly or annual financial results statements are available immediately avail- able next preceding the date of incurrence Incurrence of such Indebtedness (the “Incurrence Date”)Indebtedness, taken as one period (and after giving calculated on a 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, basis 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 Indebtedness, 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 Incurred on the first day of such four-quarter period)four full fiscal quarters, would be greater than 2.50 to 1.00; (ii) Indebted- ness of the Company, and guarantees of such Indebtedness by any Guarantor, In- curred under the Senior Credit Facility in an aggregate principal amount out- standing at least 2.0:1. The any one time not to exceed $415 million less any amount of Indebt- edness permanently repaid as provided under Section 4.05 or pursuant to the terms of such Senior Credit Facility or otherwise; (iii) Indebtedness owed by the Company will not permit to any Wholly Owned Subsidiary of its Subsidiaries the Company or Indebtedness owed by a Subsidiary of the Company to incur the Company or a Wholly Owned Subsidiary of the Company; provided, however, that upon either (I) the transfer or other disposition by such Wholly Owned Subsidiary or the Company of any Indebtedness so permitted under this clause (iii) to a Person other than the Company or an- other Wholly Owned Subsidiary of the Company or (II) the issuance (other than Permitted directors' qualifying shares), sale, transfer or other disposition of shares of Capital Stock or other ownership interests (including by consolidation or merger) of such Wholly Owned Subsidiary Indebtedness).to a Person other than the Company or another such Wholly Owned Subsidiary of the Company, the provisions of this clause (iii) 44 shall no longer be applicable to such Indebtedness and such Indebtedness shall be deemed to have been Incurred at the time of any such issuance, sale, transfer or other disposition, as the case may be; (iv) Indebtedness of the Company or its Subsidiaries under any Interest Rate Agreement or Currency Agreement to the extent entered into to hedge any other Indebtedness permitted under this Indenture; (v) Indebtedness Incurred to renew, extend, refinance or refund (collectively for purposes of this clause (v) to "refund" ) any Indebt- edness outstanding on the Issue Date and Indebtedness Incurred under the prior clause (i) above or the Securities or the Senior Subordinated Notes; provided, however, that (I) such Indebtedness does not exceed the principal amount (or accrued amount, if less) of Indebtedness so refunded plus the amount of any premium required to be paid in connection with such refunding pursuant to the terms of the Indebtedness refunded or the amount of any premium reasonably de- termined by the Company as necessary to accomplish such refunding by means of a tender offer, exchange offer, or privately negotiated repurchase, plus the expenses of the Company or such Subsidiary incurred in connection therewith and (II)(A) in the case of any refunding of Indebtedness that is pari passu with the Securities or Guarantees thereof, such refunding Indebtedness is made pari passu with or subordinate in right of payment to the Securities or Guar- antees thereof, and, in the case of any refunding of Indebtedness that is sub- ordinate in right of payment to the Securities or Guarantees thereof, such re- funding Indebtedness is subordinate in right of payment to the Securities or Guarantees thereof, on terms no less favorable to the Holders than those con- tained in the Indebtedness being refunded, (B) in either case, the refunding Indebtedness by its terms, or by the terms of any agreement or instrument pur- suant to which such Indebtedness is issued, does not have an Average Life that is less than the remaining Average Life of the Indebtedness being refunded and does not permit redemption or other retirement (including pursuant to any re- quired offer to purchase to be made by the Company or a Subsidiary of the Com- pany) of such Indebtedness at the option of the holder thereof prior to the final stated maturity of the Indebtedness being refunded, other than a redemp- tion or other retirement at the option of the holder of such Indebtedness (in- cluding pursuant to a required offer to purchase made by the Company or a Sub- sidiary of the Company) which is conditioned upon a change of control of the Company pursuant to provisions substantially similar to those contained in Section 4.14 and (C) any Indebtedness Incurred to refund any other Indebted- ness is Incurred by the obligor on the Indebtedness being refunded or by the Company; (vi) Indebtedness of the Company or its Subsidiaries, not otherwise permitted to be Incurred pursuant to clauses (i) through (v) above, which, to- 45

Limitation on Indebtedness. The Company will not, and will not createpermit any Restricted Subsidiary to, 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”), incur any Indebtedness (including any Acquired Indebtedness), ) other than Permitted Indebtedness, unless such Indebtedness is incurred by ; provided that the Company may Incur Indebtedness if and at 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 time of such incurrence (i) the Consolidated Indebtedness to Consolidated Operating Cash Flow Ratio would have been less than or equal to 5.5 to 1.0, for Indebtedness incurred on or prior to December 31, 2000, or less than or equal to 5.0 to 1.0, for Indebtedness incurred thereafter and (ii) no Default or Event of Default shall have occurred and be continuing or occur as a consequence of the “Incurrence Date”)actions set forth in this covenant. In making the foregoing calculation, taken as one period (and after giving A) pro forma effect will be given to: (i) the incurrence or repayment of any Indebtedness to be incurred or repaid on the date of the incurrence of such Indebtedness and (if applicableii) the application acquisition (whether by purchase, merger or otherwise) or disposition (whether by sale, merger or otherwise) of any company, entity or business acquired or disposed of by the Company or its Restricted Subsidiaries, as the case may be, since the beginning of the net proceeds therefrom, including Four Quarter Period (as defined under the "Consolidated Indebtedness to refinance other IndebtednessConsolidated Operating Cash Flow Ratio" definition in Section 101) through the date of the incurrence of such Indebtedness (the "Reference Period"), 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 Indebtedness, 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 it had been consummated occurred on the first day of such four-quarter period)Reference Period and (B) the aggregate amount of Indebtedness outstanding as of the end of the Reference Period will be deemed to include an amount of funds equal to the average daily balance of Indebtedness outstanding during the Reference Period under any revolving credit or similar facilities of the Company and its Restricted Subsidiaries. For the purposes of determining compliance with this Section 1008, would be at least 2.0:1. The in the event that an item of Indebtedness or any portion thereof meets the criteria of more than one of the types of Indebtedness the Company and the Restricted Subsidiaries are permitted to incur, the Company will not permit any have the right, in its sole discretion, to classify such item of Indebtedness or portion thereof at the time of its Subsidiaries incurrence and will only be required to incur any include the amount and type of such Indebtedness (other than Permitted Subsidiary Indebtedness)or portion thereof under the clause permitting the Indebtedness as so classified.

Limitation on Indebtedness. The Company will shall not, and shall not permit any Restricted Subsidiary to, create, issue, incur, assume, guarantee or otherwise in any manner become directly or indirectly liable for the payment of of, or otherwise suffer to exist incur (collectively, “"incur”"), any Indebtedness (including any Acquired IndebtednessIndebtedness and the issuance of Disqualified Stock), other than Permitted Indebtedness, unless such Indebtedness is incurred by except that the Company and or any Subsidiary Guarantor may incur Indebtedness if, at the Company’s Consolidated time of such event, the Fixed Charge Coverage Ratio for the immediately preceding four full fiscal quarters for which internal financial results statements are available immediately preceding the date of incurrence of such Indebtedness (the “Incurrence Date”)available, taken as one accounting period, would have been equal to at least 2.0 to 1.0 through January 15, 1999 and 2.25 to 1.0 thereafter. In making the foregoing calculation for any four-quarter period (and after giving which includes the Closing Date, pro forma effect will be given to the Offering and the Acquisition, as if such transactions had occurred at the beginning of such four-quarter period. In addition (but without duplication), in making the foregoing calculation, pro forma effect will be given 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, incurred and the application of such proceeds occurred, occurred at the beginning of such four-quarter period; , (ii) the incurrence, repayment or retirement of any other Indebtedness by the Company or its Restricted Subsidiaries 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 and (except thatiii) the acquisition (whether by purchase, in merger or otherwise) or disposition (whether by sale, merger or otherwise) of any company, entity or business acquired or disposed of by the Company or its Restricted Subsidiaries, as the case may be, since the first day of such four-quarter period, as if such acquisition or disposition occurred at the beginning of such four-quarter period. In making such computationa computation under the foregoing clause (i) or (ii), (A) the amount of Indebtedness under any a revolving credit facility shall will be computed based upon on the average daily balance of such Indebtedness during such four-quarter period, (B) if such Indebtedness bears, at the option of the Company, a fixed or floating rate of interest, interest thereon will be computed by applying, at the option of the Company, either the fixed or floating rate and (C) the amount of any Indebtedness that bears interest at a floating rate will be calculated as if the rate in effect on the date of determination had been the applicable rate for the entire period (taking into account any Hedging Obligations applicable to such Indebtedness if such Hedging Obligations have a remaining term at the date of determination in excess of 12 months); (iii) in . Notwithstanding the case of Acquired Indebtednessforegoing, the related acquisition; Company may, and (iv) any acquisition or disposition by may permit its Restricted Subsidiaries to, incur 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 following Indebtedness (other than "Permitted Subsidiary Indebtedness)."):

Limitation on Indebtedness. (a) The Company will Parent shall not, and shall not permit any of its Restricted Subsidiaries to create, issue, incur, assume, guarantee or otherwise in any manner become directly or indirectly liable for the payment of of, or otherwise suffer to exist incur (collectively, “incur”"INCUR"), any Indebtedness (including any Acquired Indebtedness), ) other than Permitted Indebtedness, unless such except that any of Parent or the Subsidiary Guarantors may incur Indebtedness is incurred by (except, with respect to the Company Subsidiary Guarantors, Public Debt) and Parent and the Company’s Consolidated Fixed Charge Coverage Ratio for Restricted Subsidiaries may incur Acquired Indebtedness if, at the four full fiscal quarters for which financial results are available immediately preceding the date of incurrence time of such incurrence the Consolidated Indebtedness (to Annualized Consolidated Operating Cash Flow Ratio of Parent would have been greater than 0 and less than or equal to 4.5 to 1.0. In making the “Incurrence Date”)foregoing calculation, taken as one period (and after giving pro forma effect shall be given 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 on the beginning first day of the latest fiscal quarter for which consolidated financial statements of Parent are available immediately preceding the date of the incurrence of such four-quarter periodIndebtedness; (ii) the incurrence, repayment or retirement of any other Indebtedness by the Company Parent and its Restricted Subsidiaries since the first day of such four-fiscal quarter period as if such Indebtedness was were incurred, repaid or retired at on the beginning first day of such four-fiscal quarter period (except that, in making such computationcalculation, 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 periodfiscal quarter); and (iii) in the acquisition (whether by purchase, merger or otherwise) or disposition (whether by sale, merger or otherwise) of any company, entity or business acquired or disposed of by Parent or its Restricted Subsidiaries, as the case of Acquired Indebtednessmay be, 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 periodfiscal quarter, assuming as if such acquisition or disposition and any such related payments had been consummated occurred 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)fiscal quarter.

Limitation on 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 Indebtedness), other than Permitted Indebtedness, unless such Indebtedness is incurred by the Company and the Company’s '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 (the “"Incurrence Date”"), 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 Indebtedness, 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 2.0:11.8:1 from the date of the Indenture to and including December 31, 1998, and 2.0:1 thereafter. The Company will not permit any of its Subsidiaries to incur any Indebtedness (other than Permitted Subsidiary Indebtedness).

Limitation on 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 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 (the “Incurrence Date”), 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 incurrednot, 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 Indebtedness, 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, directly or indirectly, any Indebtedness, except: (i) Indebtedness of the Com- pany or its Subsidiaries, if immediately after giving effect to incur the Incurrence of such Indebtedness and the receipt and application of the net proceeds thereof, the Consolidated Cash Flow Ratio of the Company for the four full fiscal quarters 46 for which quarterly or annual financial statements are available next preced- ing the Incurrence of such Indebtedness, calculated on a pro forma basis as if such Indebtedness had been Incurred on the first day of such four full fiscal quarters, would be greater than 2.50 to 1.00; (ii) Indebtedness of the Compa- ny, and guarantees of such Indebtedness by any Guarantor, Incurred under the Senior Credit Facility in an aggregate principal amount outstanding at any one time not to exceed $415 million less any amount of Indebtedness permanently repaid as provided under Section 4.05 or pursuant to the terms of such Senior Credit Facility or otherwise; (iii) Indebtedness owed by the Company to any Wholly Owned Subsidiary of the Company or Indebtedness owed by a Subsidiary of the Company to the Company or a Wholly Owned Subsidiary of the Company; pro- vided, however, that upon either (I) the transfer or other disposition by such Wholly Owned Subsidiary or the Company of any Indebtedness so permitted under this clause (iii) to a Person other than the Company or another Wholly Owned Subsidiary of the Company or (II) the issuance (other than Permitted directors' qualify- ing shares), sale, transfer or other disposition of shares of Capital Stock or other ownership interests (including by consolidation or merger) of such Wholly Owned Subsidiary Indebtedness).to a Person other than the Company or another such Wholly Owned Subsidiary of the Company, the provisions of this clause (iii) shall no longer be applicable to such Indebtedness and such Indebtedness shall be deemed to have been Incurred at the time of any such issuance, sale, trans- fer or other disposition, as the case may be; (iv) Indebtedness of the Company or its Subsidiaries under any Interest Rate Agreement or Currency Agreement to the extent entered into to hedge any other Indebtedness permitted under this Indenture; (v) Indebtedness Incurred to renew, extend, refinance or refund (collectively for purposes of this clause (v) to "refund") any Indebtedness outstanding on the Issue Date and Indebtedness Incurred under the prior clause (i) above or the Securities or the Senior Notes; provided, however, that (I) such Indebtedness does not exceed the principal amount (or accrued amount, if less) of Indebtedness so refunded plus the amount of any premium required to be paid in connection with such refunding pursuant to the terms of the Indebt- edness refunded or the amount of any premium reasonably determined by the Com- pany as necessary to accomplish such refunding by means of a tender offer, ex- change offer, or privately negotiated repurchase, plus the expenses of the Company or such Subsidiary incurred in connection therewith and (II)(A) in the case of any refunding of Indebtedness that is pari passu with the Securities or Guarantees thereof, such refunding Indebtedness is made pari passu with or subordinate in right of payment to the Securities or Guarantees thereof, and, in the case of any refunding of 47

Limitation on Indebtedness. (a) The Company will not, and will not createpermit any of its Restricted Subsidiaries to, 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”), Incur any Indebtedness (including any Acquired Indebtedness), other than Permitted Indebtedness, unless such the Notes and Indebtedness is incurred by existing on the Closing Date); provided that the Company and any Restricted Subsidiary may Incur Indebtedness if, after giving effect to the Company’s Incurrence of such Indebtedness and the receipt and application of the proceeds therefrom, the Consolidated Fixed Charge Coverage Leverage Ratio for would be less than 4.75 to 1.0 with respect to any fiscal quarter. Notwithstanding the four full fiscal quarters for foregoing, the Company and any Restricted Subsidiary (except as specified below) may Incur each and all of the following: (i) Indebtedness outstanding at any time in an aggregate principal amount (or, in the case of Indebtedness issued at a discount, an accreted amount (determined in accordance with Mexican GAAP)) not to exceed $100 million; (ii) Indebtedness (A) to the Company evidenced by an unsubordinated promissory note or (B) to any of its Restricted Subsidiaries; provided that any event which financial results are available immediately preceding the date of incurrence in any such Restricted Subsidiary ceasing to be a Restricted Subsidiary or any subsequent transfer of such Indebtedness (other than to the “Company or another Restricted Subsidiary) shall be deemed, in each case, to constitute an Incurrence Date”), 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; not permitted by this clause (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) Indebtedness Incurred in exchange for, or the case net proceeds of Acquired which are used to refinance or refund or as an extension of credit for or to satisfy or defease (a "refinancing"), then outstanding Indebtedness, the related acquisition; and other than Indebtedness Incurred under clause (i), (ii), (iv) or (vi) of this paragraph, and any acquisition refinancings thereof in an amount not to exceed the amount so refinanced (plus premiums, accrued interest, fees and expenses and other related payment obligations Incurred in connection with such refinancing); provided that Indebtedness the proceeds of which are used to refinance the Notes or disposition Indebtedness that is pari passu with, or subordinated in right of payment to, the Notes shall only be permitted under this clause (iii) if (A) in case the Notes are refinanced in part or the Indebtedness to be refinanced is pari passu with the Notes, such new Indebtedness, by its terms or by the Company and its Subsidiaries terms of any company agreement or instrument pursuant to which such new Indebtedness is outstanding, is expressly made pari passu with, or subordinate in right of payment to, the remaining Notes, (B) in case the Indebtedness to be refinanced is subordinated in right of payment to the Notes, such new Indebtedness, by its terms or by the terms of any business agreement or any assets out instrument pursuant to which such new Indebtedness is issued or remains outstanding, is expressly made subordinate in right of payment to the Notes at least to the extent that the Indebtedness to be refinanced is subordinated to the Notes and (C) except in respect of the Indebtedness Incurred under clause (xi) below, such new Indebtedness, determined as of the date of Incurrence of such new Indebtedness, does not mature prior to the Stated Maturity of the Indebtedness to be refinanced, and the Average Life of such new Indebtedness is at least equal to the remaining Average Life of the Indebtedness to be refinanced; (iv) Indebtedness (A) in respect of performance, surety or appeal bonds and reimbursement obligations provided in the ordinary course of business, (B) under Currency Agreements and Interest Rate Agreements (to the extent that the notional principal amount thereunder does not exceed the principal amount of Indebtedness of the Company and its Restricted Subsidiaries with floating rates of interest) entered into for the purpose of protecting the Company or any related repayment Restricted Subsidiary from fluctuations in currency exchange rates or interest rates, respectively; provided that such agreements do not increase the Indebtedness of Indebtednessthe obligor outstanding at any time other than as a result of fluctuations in foreign currency exchange rates or interest rates or by reason of fees, in each case since indemnities and compensation payable thereunder; or (C) arising from agreements providing for indemnification, adjustment of purchase price or similar obligations, or from Guarantees or letters of credit, surety bonds or performance bonds securing any obligations of the first day of such four-quarter period, assuming such acquisition Company 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 Restricted Subsidiaries pursuant to incur such agreements, in any Indebtedness (other than Permitted case Incurred in connection with the disposition of any business, assets or Restricted Subsidiary Indebtedness).of the Company

Limitation on Indebtedness. The Company will not, and will not createpermit any Restricted Subsidiary to, 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”), incur any Indebtedness (including any Acquired Indebtedness), ) other than Permitted Indebtedness, unless such Indebtedness is incurred by ; PROVIDED that the Company may Incur Indebtedness if and at 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 time of such incurrence (i) the Consolidated Indebtedness to Consolidated Operating Cash Flow Ratio would have been less than or equal to 6.0 to 1.0 and (ii) no Default or Event of Default shall have occurred and be continuing or occur as a consequence of the “Incurrence Date”)actions set forth in this covenant. In making the foregoing calculation, taken as one period (and after giving pro forma A) PRO FORMA effect will be given to: (i) the incurrence or repayment of any Indebtedness to be incurred or repaid on the date of the incurrence of such Indebtedness (the "TRANSACTION DATE"), (ii) Asset Sales and Asset Acquisitions (if applicable) including giving PRO FORMA effect to the application of proceeds of any Assets Sales) that occur from the net proceeds therefrom, including to refinance other Indebtednessbeginning of the Four Quarter Period (as defined under the "CONSOLIDATED INDEBTEDNESS TO CONSOLIDATED OPERATING CASH FLOW RATIO" definition) through the Transaction Date (the "REFERENCE PERIOD"), 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 Indebtedness, the related acquisition; and (iv) any acquisition or disposition by the Company had occurred 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 proceeds had been consummated applied on the first day of such four-quarter period)Reference Period and (iii) the acquisition (whether by purchase, merger or otherwise) or disposition (whether by sale, merger or otherwise) of any company, entity or business acquired or disposed of (including giving PRO FORMA effect to the application of proceeds of such disposition) by any Person that has become a Restricted Subsidiary or has been merged with or into the Company or any Restricted Subsidiary during such Reference Period and that would have constituted Asset Sales or Asset Acquisitions had such transactions occurred when such Person was a Restricted Subsidiary as if such asset dispositions or asset acquisitions were Asset Sales or Asset Acquisitions that occurred on the first day of such Reference Period; PROVIDED that, to the extent that clause (ii) or (iii) of this sentence requires that PRO FORMA effect be at least 2.0:1given to an Asset Acquisition or Asset Sale, such PRO FORMA calculation shall be based upon the four full fiscal quarters, immediately preceding the Transaction Date of the Person, or division or line of business of the Person, that is acquired or disposed of for which financial information is available, and (B) the aggregate amount of Indebtedness outstanding as of the end of the Reference Period will be deemed to include an amount of funds equal to the average daily balance of Indebtedness outstanding during the Reference Period under any revolving credit or similar facilities of the Company and its Restricted Subsidiaries. The For purposes of this provision, whenever PRO FORMA effect is to be given to a transaction, the PRO FORMA calculations shall be made in good faith by a responsible financial or accounting officer of the Company. For the purposes of determining compliance with this Section 1008, in the event that an item of Indebtedness or any portion thereof meets the criteria of more than one of the types of Indebtedness the Company and the Restricted Subsidiaries are permitted to incur, the Company will not permit any have the right, in its sole discretion, to classify such item of Indebtedness or portion thereof at the time of its Subsidiaries incurrence and will only be required to incur any include the amount and type of such Indebtedness (other than Permitted Subsidiary Indebtedness)or portion thereof under the clause permitting the Indebtedness as so classified.