Common use of Incurrence of Indebtedness and Issuance of Preferred Stock Clause in Contracts

Incurrence of Indebtedness and Issuance of Preferred Stock. The Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise, with respect to (collectively, "incur") any Indebtedness (including Acquired Debt) and that the Company shall not issue any Disqualified Stock and shall not permit any of its Subsidiaries to issue any shares of preferred stock; provided, however, that the Company and any Restricted Subsidiary may incur Indebtedness (including Acquired Debt) or issue shares of preferred stock if the Fixed Charge Coverage Ratio for the Company's most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional Indebtedness is incurred or such preferred stock is issued would have been at least 2.0 to 1.0, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been incurred, or the preferred stock had been issued, as the case may be, at the beginning of such four-quarter period. The provisions of the first paragraph of this Section 4.09 shall not apply to the incurrence of any of the following items of Indebtedness (collectively, "Permitted Debt"):

Incurrence of Indebtedness and Issuance of Preferred Stock. The Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise, with respect to (collectively, "incur") any Indebtedness (including Acquired Debt) and that the Company shall will not issue any Disqualified Stock and shall will not permit any of its Subsidiaries to issue any shares of preferred stock; provided, however, that the Company and any Restricted Subsidiary may incur Indebtedness (including Acquired Debt) or issue shares of preferred stock Disqualified Stock if the Fixed Charge Coverage Ratio for the Company's most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional Indebtedness is incurred or such preferred stock Disqualified Stock is issued would have been at least 2.0 to 1.01, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been incurred, or the preferred stock Disqualified Stock had been issued, as the case may be, at the beginning of such four-quarter period. The provisions of the first paragraph of this Section 4.09 shall covenant will not apply to the incurrence of any of the following items of Indebtedness (collectively, "Permitted Debt"):

Incurrence of Indebtedness and Issuance of Preferred Stock. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, and the Guarantor shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise, with respect to (collectively, "incur") any Indebtedness (including Acquired Debt) ), and that the Company and the Guarantor shall not issue any Disqualified Stock and shall not permit any of its their Restricted Subsidiaries to issue any shares of preferred stock; provided, however, that stock unless the Company and any Restricted Subsidiary may incur Indebtedness (including Acquired Debt) or issue shares of preferred stock if the Fixed Charge Coverage Leverage Ratio for the Company's most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional Indebtedness is incurred or such preferred stock is issued would have been at least 2.0 not greater than 8.75 to 1.0, 1.0 determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been incurred, or the preferred stock Disqualified Stock had been issued, as the case may be, at the beginning of such four-quarter periodthe most recently ended fiscal quarter. The provisions of So long as no Default shall have occurred and be continuing or would be caused thereby, the first paragraph of this Section 4.09 covenant shall not apply to prohibit the incurrence of any of the following items of Indebtedness (collectively, "Permitted Debt"):

Incurrence of Indebtedness and Issuance of Preferred Stock. The Company OI Group shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise, (collectively, “incur”) with respect to (collectively, "incur") any Indebtedness (including Acquired Debt) ), and that the Company OI Group shall not issue any Disqualified Stock and OI Group shall not permit any of its Restricted Subsidiaries to issue any shares of Disqualified Stock or preferred stock; provided, however, that the Company OI Group and any of its Restricted Subsidiary Subsidiaries may incur Indebtedness (including Acquired Debt) or and may issue shares of preferred stock stock, if the Fixed Charge Coverage Ratio for the Company's OI Group’s most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional Indebtedness is incurred or such preferred stock is issued would have been at least 2.0 2.00 to 1.01.00, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been incurred, or the preferred stock had been issued, as the case may be, incurred at the beginning of such four-quarter period. The provisions of the first paragraph of this Section 4.09 4.13 shall not apply to prohibit the incurrence of any of the following items of Indebtedness (collectively, "“Permitted Debt"”):

Incurrence of Indebtedness and Issuance of Preferred Stock. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise, with respect to (collectively, "“incur"”) any Indebtedness (including Acquired Debt) and that the Company shall not issue any Disqualified Stock and shall not permit any of its Restricted Subsidiaries to issue any shares of preferred stock; providedDisqualified Stock or Preferred Stock, however, provided that the Company and or any of its Restricted Subsidiary Subsidiaries may incur Indebtedness (including for the avoidance of doubt Acquired Debt) or the Company may issue shares of preferred stock Disqualified Stock and Restricted Subsidiaries may issue Preferred Stock if the Fixed Charge Coverage Leverage Ratio for of the Company's most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional Indebtedness is incurred or such preferred stock is issued Company and its Restricted Subsidiaries would have been at least 2.0 not greater than 6.0 to 1.01.0 and in each case, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been incurred, or the preferred stock Disqualified Stock or Preferred Stock had been issued, as the case may be, at the beginning of such four-quarter periodthe most recently ended fiscal quarter. The provisions of the first paragraph of this Section 4.09 4.10 shall not apply to prohibit the incurrence of any of the following items of Indebtedness (collectively, "“Permitted Debt"”):

Incurrence of Indebtedness and Issuance of Preferred Stock. (a) The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise, with respect to (collectively, "collectively “incur"”) any Indebtedness (including Acquired Debt) and that the Company shall not issue any Disqualified Stock and shall not permit any of its Restricted Subsidiaries to issue any shares of preferred stockPreferred Stock; provided, however, that the Company and any Restricted Subsidiary Guarantor may incur Indebtedness (including Acquired Debt) or and any Guarantor may issue shares of preferred stock Preferred Stock if the Fixed Charge Coverage Ratio of the Company for the Company's its most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional Indebtedness is incurred or such preferred stock Preferred Stock is issued would have been at least 2.0 to 1.0, 1 determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been incurred, incurred or the preferred stock Preferred Stock had been issued, as the case may be, and the application of proceeds therefrom had occurred at the beginning of such four-quarter period. The provisions of the first paragraph of this Section 4.09 shall not apply to the incurrence of any of the following items of Indebtedness (collectively, "Permitted Debt"):.

Incurrence of Indebtedness and Issuance of Preferred Stock. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise, with respect to (collectively, "“incur"”) any Indebtedness (including Acquired Debt) and that the Company shall not issue any Disqualified Stock and shall not permit any of its Restricted Subsidiaries to issue any shares of preferred stock; providedDisqualified Stock or Preferred Stock, however, provided that the Company and or any of its Restricted Subsidiary Subsidiaries may incur Indebtedness (including Acquired Debt) or the Company may issue shares of preferred stock Disqualified Stock and Restricted Subsidiaries may issue Preferred Stock if the Fixed Charge Coverage Leverage Ratio for of the Company's most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional Indebtedness is incurred or such preferred stock is issued Company and its Restricted Subsidiaries would have been at least 2.0 not greater than 6.0 to 1.01.0 and in each case, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been incurred, or the preferred stock Disqualified Stock or Preferred Stock had been issued, as the case may be, at the beginning of such four-quarter periodthe most recently ended fiscal quarter. The provisions of the first paragraph of this Section 4.09 4.10 shall not apply to prohibit the incurrence of any of the following items of Indebtedness (collectively, "“Permitted Debt"”):

Incurrence of Indebtedness and Issuance of Preferred Stock. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise, with respect to (collectively, "incur") any Indebtedness (including Acquired Debt) ), and that the Company shall not issue any Disqualified Stock and shall not permit any of its Restricted Subsidiaries to issue any shares of preferred stock; provided, however, that the Company and any Restricted Subsidiary may incur Indebtedness (including Acquired Debt) or and the Company may issue shares of preferred stock Disqualified Stock, if the Fixed Charge Coverage Ratio for the Company's most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional Indebtedness is incurred or such preferred stock Disqualified Stock is issued would have been at least 2.0 to 1.01, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been incurred, incurred or the preferred stock Disqualified Stock had been issued, as the case may be, at the beginning of such four-four quarter period. The provisions of the first paragraph of this Section 4.09 shall covenant will not apply to prohibit the incurrence of any of the following items of Indebtedness (collectively, "Permitted Debt"):

Incurrence of Indebtedness and Issuance of Preferred Stock. The Company Issuers shall not, and shall not permit any of its their Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise, with respect to (collectively, "incur") any Indebtedness (including Acquired Debt) and that the Company Issuers shall not issue any Disqualified Stock and shall not permit any of its their Subsidiaries to issue any shares of preferred stock; provided, however, that the Company and any Restricted Subsidiary Issuers may incur Indebtedness (including Acquired Debt) or issue shares of Disqualified Stock, and Restricted Subsidiaries of the Issuers may incur Indebtedness or issue preferred stock stock, if the Fixed Charge Coverage Issuers' Debt to Cash Flow Ratio for at the Company's time of incurrence of such Indebtedness or the issuance of such Disqualified Stock or preferred stock, after giving pro forma effect to such incurrence or issuance as of such date and to the use of proceeds therefrom as if the same had occurred at the beginning of the most recently ended four full fiscal quarters quarter of the Issuers for which internal financial statements are available immediately preceding the date on which such additional Indebtedness is incurred or such preferred stock is issued available, would have been at least 2.0 no greater than 8.0 to 1.0, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been incurred, or the preferred stock had been issued, as the case may be, at the beginning of such four-quarter period1. The provisions of the first paragraph of this Section 4.09 shall not apply to the incurrence of any of the following items of Indebtedness (collectively, "Permitted Debt"):

Incurrence of Indebtedness and Issuance of Preferred Stock. The Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee guaranty or otherwise become directly or indirectly liable, contingently or otherwise, with respect to (collectively, "incur") any Indebtedness (including Acquired Debt) and that the Company shall not issue any Disqualified Stock and shall not permit any of its Subsidiaries to issue any shares of preferred stock; provided, however, that the Company and any Restricted Subsidiary may incur Indebtedness (including Acquired Debt) or issue shares of preferred stock Disqualified Stock if the Fixed Charge Coverage Ratio for the Company's most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional Indebtedness is incurred or such preferred stock Disqualified Stock is issued would have been at least 2.0 2.5 to 1.01, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been incurred, or the preferred stock Disqualified Stock had been issued, as the case may be, at the beginning of such four-quarter period. The foregoing provisions of the first paragraph of this Section 4.09 shall not apply to the incurrence of any of the following items of Indebtedness (collectively, "Permitted Debt"):to:

Incurrence of Indebtedness and Issuance of Preferred Stock. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise, with respect to (collectively, "“incur"”) any Indebtedness (including Acquired Debt) and that the Company shall not issue any Disqualified Stock and shall not permit any of its Restricted Subsidiaries to issue any shares of preferred stock; providedDisqualified Stock or Preferred Stock, however, provided that the Company and or any of its Restricted Subsidiary Subsidiaries may incur Indebtedness (including Acquired Debt) or Indebtedness, the Company may issue shares Disqualified Stock and, subject to the final paragraph of preferred stock this covenant below, Restricted Subsidiaries of the Company may issue Preferred Stock if the Fixed Charge Coverage Leverage Ratio for of the Company's most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional Indebtedness is incurred or such preferred stock is issued Company and its Restricted Subsidiaries would have been at least 2.0 not greater than 5.75 to 1.0, 1.0 determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been incurred, or the preferred stock Disqualified Stock or Preferred Stock had been issued, as the case may be, at the beginning of such four-quarter periodthe most recently ended fiscal quarter. The provisions So long as no Event of Default under Section 6.01(1), (2), (7) or (8) shall have occurred and be continuing, after giving effect to the incurrence thereof (and the use of proceeds therefrom), the first paragraph of this Section 4.09 covenant shall not apply to prohibit the incurrence of any of the following items of Indebtedness (collectively, "“Permitted Debt"”):

Incurrence of Indebtedness and Issuance of Preferred Stock. The Company OI Group shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise, with respect to (collectively, "incur") any Indebtedness (including Acquired Debt) ), and that the Company OI Group shall not issue any Disqualified Stock and OI Group shall not permit any of its Restricted Subsidiaries to issue any shares of Disqualified Stock or preferred stock; providedPROVIDED, howeverHOWEVER, that the Company OI Group and any of its Restricted Subsidiary Subsidiaries may incur Indebtedness (including Acquired Debt) or and may issue shares of preferred stock stock, if the Fixed Charge Coverage Ratio for the CompanyOI Group's most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional Indebtedness is incurred or such preferred stock is issued would have been at least 2.0 2.00 to 1.01.00, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been incurred, or the preferred stock had been issued, as the case may be, incurred at the beginning of such four-quarter period. The provisions of the first paragraph of this Section 4.09 4.13 shall not apply to prohibit the incurrence of any of the following items of Indebtedness (collectively, "Permitted DebtPERMITTED DEBT"):

Incurrence of Indebtedness and Issuance of Preferred Stock. The Company shall not, and shall cause its Restricted Subsidiaries not permit any of its Subsidiaries to, directly directly, or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise, with respect to (collectively, "incur") any Indebtedness (including Acquired Debt) and that the Company shall not issue any ), Disqualified Stock and shall not permit any of its Subsidiaries to issue any shares of or preferred stock; provided, however, that the Company and or any Restricted Subsidiary Guarantor may incur Indebtedness (including Acquired Debt) or issue shares of preferred stock Disqualified Stock if the Fixed Charge Coverage Ratio for the Company's most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding Leverage Ratio at the date on which time of incurrence of such additional Indebtedness is incurred or the issuance of such Disqualified Stock or such preferred stock is issued would have been at least 2.0 to 1.0, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been incurred, or the preferred stock had been issuedstock, as the case may be, after giving pro forma effect to such incurrence or issuance as of such date and to the use of the proceeds therefrom as if the same had occurred at the beginning of such four-the most recently ended four full fiscal quarter periodperiod of the Company for which the Company has filed consolidated financial statements with the SEC or first provided consolidated financial statements to Holders of the Notes, would have been no greater than 7.0 to 1. The provisions of the first paragraph of this Section 4.09 4.05 shall not apply to the incurrence of prohibit any of the following items of Indebtedness (collectively, "Permitted DebtIndebtedness"):

Incurrence of Indebtedness and Issuance of Preferred Stock. The Company Classic shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise, with respect to (collectively, "incur") any Indebtedness (including Acquired Debt) ), and that the Company Classic shall not issue any Disqualified Stock and shall not permit any of its Subsidiaries to issue any shares of preferred stock; provided, however, that the Company and any Restricted Subsidiary Classic may incur Indebtedness (including Acquired Debt) or issue shares Disqualified Stock, and the Guarantors may incur Indebtedness or issue preferred stock, if Classic's Debt to Cash Flow Ratio at the time of incurrence of such Indebtedness or the issuance of such Disqualified Stock or preferred stock stock, after giving pro forma effect to such incurrence or issuance as of such date and to the use of proceeds therefrom as if the Fixed Charge Coverage Ratio for same had occurred at the Company's beginning of the most recently ended four full fiscal quarters three-month period of Classic for which internal financial statements are available immediately preceding the date on which such additional Indebtedness is incurred or such preferred stock is issued available, would have been at least 2.0 no greater than 7.0 to 1.0, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been incurred, or the preferred stock had been issued, as the case may be, at the beginning of such four-quarter period1. The provisions of the first paragraph of this Section 4.09 shall not apply to prohibit the incurrence of any of the following items of Indebtedness (collectively, "Permitted Debt"):

Incurrence of Indebtedness and Issuance of Preferred Stock. The Company shall will not, and shall will not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise, with respect to (collectively, "“incur"”) any Indebtedness (including Acquired Debt) ), and that the Company shall will not issue any Disqualified Stock and shall will not permit any of its Restricted Subsidiaries to issue any shares of preferred stock; provided, however, that the Company and or any Restricted Subsidiary Guarantor may incur Indebtedness (including Acquired Debt) or issue shares of Disqualified Stock or preferred stock if the Fixed Charge Coverage Company’s Leverage Ratio for at the Company's most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding time of incurrence of such Indebtedness or the date on which issuance of such additional Indebtedness is incurred Disqualified Stock or such preferred stock is issued would have been at least 2.0 to 1.0, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been incurred, or the preferred stock had been issuedstock, as the case may be, after giving pro forma effect to such incurrence or issuance as of such date and to the use of proceeds therefrom, as if the same had occurred at the beginning of such four-the most recently ended four fiscal quarter periodperiod of the Company for which internal financial statements are available, would have been no greater than 7.0 to 1.0. The provisions of the first paragraph of this Section 4.09 shall will not apply to prohibit the incurrence of any of the following items of Indebtedness (collectively, "“Permitted Debt"”):

Incurrence of Indebtedness and Issuance of Preferred Stock. 50 The Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise, with respect to (collectively, "incurINCUR") any Indebtedness (including Acquired Debt) and that the Company shall will not issue any Disqualified Stock and shall will not permit any of its Subsidiaries to issue any shares of preferred stock; provided, however, that the Company and any Restricted Subsidiary may incur Indebtedness (including Acquired Debt) or issue shares of preferred stock Disqualified Stock if the Fixed Charge Cash Flow Coverage Ratio for the Company's most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional Indebtedness is incurred or such preferred stock Disqualified Stock is issued would have been at least 2.0 to 1.01, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been incurred, or the preferred stock had been issued, as the case may be, at the beginning of such four-quarter periodPro Forma Basis. The provisions of the first paragraph of this Section 4.09 shall covenant will not apply to the incurrence of any of the following items of Indebtedness (collectively, "Permitted DebtPERMITTED INDEBTEDNESS"):

Incurrence of Indebtedness and Issuance of Preferred Stock. The Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise, with respect to (collectively, "incur") any Indebtedness (including Acquired DebtIndebtedness) and that the Company shall not issue any Disqualified Stock Stock, and shall not permit any of its Subsidiaries to issue any shares of preferred stock; provided, however, that (x) the Company and any Restricted Subsidiary the Guarantors may incur Indebtedness (including Acquired DebtIndebtedness) or and (y) the Company may issue shares of preferred stock Disqualified Stock, in each case if the Fixed Charge Coverage Ratio for the Company's most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional Indebtedness is incurred or such preferred stock Disqualified Stock is issued would have been at least 2.0 to 1.0, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been incurred, or the preferred stock Disqualified Stock had been issued, as the case may be, at the beginning of such four-quarter period. The foregoing provisions of the first paragraph of this Section 4.09 shall will not apply to the incurrence of any of the following items of Indebtedness (collectively, "Permitted Debt"):to:

Incurrence of Indebtedness and Issuance of Preferred Stock. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise, with respect to (collectively, "incur") any Indebtedness (including Acquired Debt) and that and, the Company shall not issue any Disqualified Stock and shall not permit any of its Restricted Subsidiaries to issue any shares of preferred stock; provided, however, that the Company and any Restricted Subsidiary may incur Indebtedness (including Acquired Debt) or issue shares of preferred stock Disqualified Stock if (i) no Default or Event of Default shall have occurred and be continuing at the time or as a consequence of the incurrence of any such Indebtedness or the issuance of any such Disqualified Stock and (ii) the Consolidated Fixed Charge Coverage Ratio for the Company's most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional Indebtedness is incurred or such preferred stock is issued Four-Quarter Period would have been at least 2.0 to 1.0, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been incurred, or the preferred stock Disqualified Stock had been issued, as the case may be, at the beginning of such fourFour-quarter periodQuarter Period. The provisions of the first paragraph of this Section 4.09 shall covenant will not apply to the incurrence of any of the following items of Indebtedness (collectively, "Permitted DebtIndebtedness"):

Incurrence of Indebtedness and Issuance of Preferred Stock. The Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise, with respect to (collectively, "incur") any Indebtedness (including Acquired Debt) and that the Company shall not issue any Disqualified Stock and shall not permit any of its Subsidiaries to issue any shares of preferred stock; provided, however, that the Company and any Restricted Subsidiary may incur Indebtedness (including Acquired Debt) or issue shares of preferred stock Disqualified Stock if the Company's Fixed Charge Coverage Ratio for the Company's most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional Indebtedness is incurred or such preferred stock Disqualified Stock is issued would have been at least 2.0 2.00 to 1.01, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been incurred, or the preferred stock Disqualified Stock had been issued, as the case may be, at the beginning of such four-quarter period. The provisions of the first paragraph of this Section 4.09 covenant shall not apply to the incurrence of any of the following items of Indebtedness (collectively, "Permitted Debt"):

Incurrence of Indebtedness and Issuance of Preferred Stock. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise, with respect to (collectively, "incur") any Indebtedness (including Acquired DebtIndebtedness) and that the Company shall not issue any Disqualified Stock and shall will not permit any of its Restricted Subsidiaries to issue any shares of preferred stock; providedPROVIDED, howeverHOWEVER, that the Company and any its Restricted Subsidiary Subsidiaries may incur Indebtedness (including Acquired Debt) or and Restricted Subsidiaries of the Company may issue shares of preferred stock Preferred Stock if the Fixed Charge Coverage Ratio for the Company's most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional Indebtedness is incurred or such preferred stock is issued Adjusted Consolidated Leverage Ratio would have been at least 2.0 less than 5.0 to 1.01, determined on a pro forma basis (including a pro forma application after giving effect to the incurrence of the net proceeds therefrom), as if the additional such Indebtedness had been incurred, or the preferred stock had been issuedissuance of such Preferred Stock, as the case may be, at and the beginning of such four-quarter period. The provisions application of the first paragraph of this Section 4.09 shall not apply net proceeds therefrom. Notwithstanding the foregoing, the Company and, to the incurrence of any of extent set forth below, its Restricted Subsidiaries may incur the following items (each of Indebtedness (collectively, "Permitted Debt"which shall be given independent effect):

Incurrence of Indebtedness and Issuance of Preferred Stock. The Company and Mission shall not, and shall not permit any of its the Restricted Subsidiaries to, directly directly, or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise, with respect to (collectively, "incur") any Indebtedness (including Acquired Debt) and that the Company and Mission shall not issue any Disqualified Stock and shall not permit any of its the Restricted Subsidiaries to issue any shares of preferred stock; provided, however, that the Company and or any Restricted Subsidiary may incur Indebtedness (including Acquired Debt) or issue shares of Disqualified Stock or preferred stock if the Fixed Charge Coverage Ratio for the Company's most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding Leverage Ratio at the date on which time of incurrence of such additional Indebtedness is incurred or the issuance of such Disqualified Stock or such preferred stock is issued would have been at least 2.0 to 1.0, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been incurred, or the preferred stock had been issuedstock, as the case may be, after giving pro forma effect to such incurrence or issuance as of such date and to the use of the proceeds therefrom as if the same had occurred at the beginning of such four-the most recently ended four full fiscal quarter periodperiod of the Company for which internal financial statements are available, would have been no greater than 7.5 to 1. The provisions of the first paragraph of this Section 4.09 shall not apply to prohibit the incurrence of any of the following items of Indebtedness (collectively, "Permitted Debt"):

Incurrence of Indebtedness and Issuance of Preferred Stock. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise, with respect to (collectively, "incur") any Indebtedness (including Acquired Debt) and that the Company shall Company's Restricted Subsidiaries will not issue any Disqualified Stock and shall not permit any of its Subsidiaries to issue any shares of preferred stockstock (other than to the Company or a Wholly Owned Restricted Subsidiary of the Company); provided, however, that the Company and any Restricted Subsidiary the Guarantors may incur Indebtedness (including Acquired Debt) or issue shares of preferred stock if the Fixed Charge Consolidated Interest Coverage Ratio for the Company's most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional Indebtedness is incurred or such preferred stock is issued would have been at least 2.0 to 1.01, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been incurred, or the preferred stock had been issued, as the case may be, incurred at the beginning of such four-quarter period. The provisions of the first paragraph of this Section 4.09 shall covenant will not apply to the incurrence of any of the following items of Indebtedness (collectively, "Permitted Debt"):

Incurrence of Indebtedness and Issuance of Preferred Stock. The Company NEHC shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise, with respect to (collectively, "incur") any Indebtedness (including Acquired Debt) and that the Company shall NEHC will not issue any Disqualified Stock and shall will not permit any of its Subsidiaries to issue any shares of preferred stock; provided, however, that the Company and any Restricted Subsidiary NEHC may incur Indebtedness (including Acquired Debt) or issue shares of preferred stock Disqualified Stock if the Fixed Charge Coverage Ratio for the CompanyNEHC's most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional Indebtedness is incurred or such preferred stock Disqualified Stock is issued would have been at least 2.0 to 1.01, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been incurred, or the preferred stock Disqualified Stock had been issued, as the case may be, at the beginning of such four-quarter period. The provisions of the first paragraph of this Section 4.09 shall covenant will not apply to the incurrence of any of the following items of Indebtedness (collectively, "Permitted Debt"):

Incurrence of Indebtedness and Issuance of Preferred Stock. The Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise, with respect to (collectively, "incur") any Indebtedness (including Acquired Debt) ), and that the Company shall not issue any Disqualified Stock and shall not permit any of its Subsidiaries to issue any shares of preferred stock; provided, however, that the Company and any Restricted Subsidiary may incur Indebtedness (including Acquired Debt) or issue shares of preferred stock Disqualified Stock, if the Fixed Charge Coverage Ratio for the Company's most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional Indebtedness is incurred or such preferred stock Disqualified Stock is issued would have been at least 2.0 to 1.01, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been incurred, incurred or the preferred stock Disqualified Stock had been issued, as the case may be, at the beginning of such four-quarter period. The provisions of the first paragraph of this Section 4.09 shall not apply to prohibit the incurrence of any of the following items of Indebtedness (collectively, "Permitted Debt"):

Incurrence of Indebtedness and Issuance of Preferred Stock. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise, with respect to (collectively, "incur") any Indebtedness (including Acquired Debt) ), and that the Company shall will not issue any Disqualified Stock and shall will not permit any of its Subsidiaries to issue any shares of preferred stockPreferred Stock; provided, however, that the Company and any Restricted Subsidiary may incur Indebtedness (including Acquired Debt) or issue shares of preferred stock Disqualified Stock, if the Fixed Charge Coverage Ratio for the Company's most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional Indebtedness is incurred or such preferred stock Disqualified Stock is issued would have been at least 2.0 2.5 to 1.01, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been incurred, incurred or the preferred stock Disqualified Stock had been issued, as the case may be, at the beginning of such four-quarter period. The provisions of the first proceeding paragraph of this Section 4.09 shall will not apply to prohibit the incurrence of any of the following items of Indebtedness (collectively, "Permitted Debt"):

Incurrence of Indebtedness and Issuance of Preferred Stock. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise, with respect to (collectively, "“incur"”) any Indebtedness (including Acquired Debt) and that the Company shall not issue any Disqualified Stock and shall not permit any of its Restricted Subsidiaries to issue any shares of preferred stockDisqualified Stock or Preferred Stock; provided, however, that the Company and or any of its Restricted Subsidiary Subsidiaries that are Guarantors may incur Indebtedness (including Acquired Debt) or Indebtedness, the Company may issue shares Disqualified Stock and Restricted Subsidiaries of preferred stock the Company that are Guarantors may issue Preferred Stock if the Fixed Charge Coverage Leverage Ratio for of the Company's most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional Indebtedness is incurred or such preferred stock is issued Company and its Restricted Subsidiaries would have been at least 2.0 not greater than 4.25 to 1.0, 1.0 determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been incurred, or the preferred stock Disqualified Stock or Preferred Stock had been issued, as the case may be, at the beginning of such four-quarter period. The provisions of the first paragraph of this Section 4.09 shall not apply to the incurrence of any of the following items of Indebtedness (collectively, "Permitted Debt"):most recently ended fiscal quar-

Incurrence of Indebtedness and Issuance of Preferred Stock. (a) The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwiseotherwise (collectively, "INCUR"), with respect to (collectively, "incur") any Indebtedness (including Acquired Debt) ), and that the Company shall not issue any Disqualified Stock and shall not permit any of its Restricted Subsidiaries to issue any shares of Disqualified Stock or preferred stock; provided, however, that the Company and any Restricted Subsidiary may incur Indebtedness (including Acquired Debt) or issue shares of preferred stock Disqualified Stock if the Fixed Charge Coverage Ratio for the Company's most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional Indebtedness is incurred or such preferred stock Disqualified Stock is issued would have been at least 2.0 to 1.01, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been incurred, incurred or the preferred stock Disqualified Stock had been issued, as the case may be, at the beginning of such four-quarter period. The provisions of the first paragraph of this Section 4.09 shall not apply to the incurrence of any of the following items of Indebtedness (collectively, "Permitted Debt"):.

Incurrence of Indebtedness and Issuance of Preferred Stock. The Company and the Guarantors shall not, and shall not permit any of its their Subsidiaries to, directly directly, or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise, with respect to (collectively, "incur") any Indebtedness (including Acquired Debt) and that the Company shall not issue any Disqualified Stock and shall not permit any of its Subsidiaries to issue any shares of preferred stockPreferred Stock; provided, however, that the Company and or any Restricted Subsidiary Guarantor may incur Indebtedness (including Acquired Debt) or issue shares of preferred stock Disqualified Stock if the Fixed Charge Coverage Ratio for the Company's Leverage Ratio at the time of incurrence of such Indebtedness or the issuance of such Disqualified Stock or such Preferred Stock, as the case may be, after giving pro forma effect to such incurrence or issuance as of such date and to the use of the proceeds therefrom as if the same had occurred at the beginning of the most recently ended four full fiscal quarters of the Company for which internal financial statements are available immediately preceding the date on which such additional Indebtedness is incurred or such preferred stock is issued available, would have been at least 2.0 no greater than 7.1 to 1.0, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been incurred, or the preferred stock had been issued, as the case may be, at the beginning of such four-quarter period1. The provisions of the first paragraph of this Section 4.09 shall not apply to prohibit the incurrence of any of the following items of Indebtedness (collectively, "Permitted Debt"):

Incurrence of Indebtedness and Issuance of Preferred Stock. (a) The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise, with respect to (collectively, "collectively “incur"”) any Indebtedness (including Acquired Debt) and that the Company shall not issue any Disqualified Stock and shall not permit any of its Restricted Subsidiaries to issue any shares of preferred stockPreferred Stock; provided, however, that the Company and any Restricted Subsidiary Guarantor may incur Indebtedness (including Acquired Debt) or and any Guarantor may issue shares of preferred stock Preferred Stock if the Fixed Charge Coverage Ratio of the Company for the Company's its most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional Indebtedness is incurred or such preferred stock Preferred Stock is issued would have been at least equal to or greater than 2.0 to 1.0, 1 determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been incurred, incurred or the preferred stock Preferred Stock had been issued, as the case may be, and the application of proceeds therefrom had occurred at the beginning of such four-quarter period. The provisions of the first paragraph of this Section 4.09 shall not apply to the incurrence of any of the following items of Indebtedness (collectively, "Permitted Debt"):.

Incurrence of Indebtedness and Issuance of Preferred Stock. The Company Holdings shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise, with respect to (collectively, "incur") any Indebtedness (including Acquired Debt) and that the Company shall Holdings will not issue any Disqualified Stock and shall will not permit any of its Subsidiaries to issue any shares of preferred stock; provided, however, that the Company and any Restricted Subsidiary Holdings may incur Indebtedness (including Acquired Debt) or issue shares of preferred stock Disqualified Stock if the Fixed Charge Coverage Ratio for the Company's Holdings' most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional Indebtedness is incurred or such preferred stock Disqualified Stock is issued would have been at least 2.0 to 1.01, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been incurred, or the preferred stock Disqualified Stock had been issued, as the case may be, at the beginning of such four-quarter period. The provisions of the first paragraph of this Section 4.09 shall covenant will not apply to the incurrence of any of the following items of Indebtedness (collectively, "Permitted Debt"):

Incurrence of Indebtedness and Issuance of Preferred Stock. The Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise, with respect to (collectively, "incur") any Indebtedness (including Acquired Debt) and that the Company shall not issue any Disqualified Stock and shall not permit any of its Subsidiaries to issue any shares of preferred stock; providedPROVIDED, howeverHOWEVER, that the Company and any Restricted Subsidiary may incur Indebtedness (including Acquired Debt) or issue shares of preferred stock Disqualified Stock if the Fixed Charge Coverage Ratio for the Company's most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional Indebtedness is incurred or such preferred stock Disqualified Stock is issued would have been at least 2.0 to 1.01, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been incurred, or the preferred stock Disqualified Stock had been issued, as the case may be, at the beginning of such four-quarter period. The provisions of the first paragraph of this Section 4.09 shall not apply to the incurrence of any of the following items of Indebtedness (collectively, "Permitted Debt"):

Incurrence of Indebtedness and Issuance of Preferred Stock. The Parent Entity and the Company shall not, and shall not permit any of its their Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise, with respect to (collectively, "incur") any Indebtedness (including Acquired Debt) and that the Company shall not issue any Disqualified Stock and shall not permit the Parent Entity to issue any Disqualified Stock and shall not permit any of its Subsidiaries to issue any shares of preferred stock; provided, however, that the Company and any Restricted Subsidiary may incur Indebtedness (including Acquired Debt) or issue shares of preferred stock if the Fixed Charge Coverage Ratio for Disqualified Stock, and the Company's most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding Subsidiary Guarantors may incur Indebtedness or issue preferred stock, if the date on which Leverage Ratio of Paperweight Development Corp. at the time of incurrence of such additional Indebtedness is incurred or the issuance of such Disqualified Stock or such preferred stock is issued would have been at least 2.0 to 1.0, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been incurred, or the preferred stock had been issuedstock, as the case may be, after giving pro forma effect to such incurrence or issuance as of such date and to the use of proceeds therefrom as if the same had occurred at the beginning of such four-the most recently ended four full fiscal quarter period. The provisions period of the first paragraph of this Section 4.09 shall not apply to the incurrence of any of the following items of Indebtedness (collectivelyPaperweight Development Corp. for which internal financial statements are available, "Permitted Debt"):would have been no greater than:

Incurrence of Indebtedness and Issuance of Preferred Stock. The Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise, with respect to (collectively, "incur") any Indebtedness (including Acquired Debt) and that the Company shall not issue any Disqualified Stock and shall not permit any of its Subsidiaries to issue any shares of preferred stock; provided, however, that the Company and any Restricted Subsidiary may incur Indebtedness (including Acquired Debt) or issue shares of preferred stock Disqualified Stock if the Fixed Charge Coverage Ratio for the Company's most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional Indebtedness is incurred or such Disqualified Stock or preferred stock is issued would have been at least 2.0 2.25 to 1.01, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been incurred, or the Disqualified Stock or preferred stock had been issued, as the case may be, at the beginning of such four-quarter period. The provisions of the first paragraph of this Section 4.09 shall not apply to the incurrence of any of the following items of Indebtedness (collectively, "Permitted Debt"):

Incurrence of Indebtedness and Issuance of Preferred Stock. The Company Issuer shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise, with respect to (collectively, "incur") any Indebtedness (including Acquired Debt) and that the Company shall not issue any Disqualified Stock ), and shall not permit any of its Restricted Subsidiaries to issue any shares of preferred stock; provided, however, that the Company and any Restricted Subsidiary may incur Indebtedness (including Acquired Debt) or issue shares of preferred stock if unless the Fixed Charge Coverage Ratio for the CompanyIssuer's most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional Indebtedness is incurred or such preferred stock is issued would have been at least 2.0 1.75 to 1.01, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been incurred, incurred or the preferred stock had been issued, as the case may be, at the beginning of such four-quarter period. The provisions of the first paragraph of this Section 4.09 shall not apply to prohibit the incurrence of any of the following items of Indebtedness (collectively, "Permitted Debt"):

Incurrence of Indebtedness and Issuance of Preferred Stock. The Company and the Guarantors shall not, and shall not permit any of its the Restricted Subsidiaries to, directly directly, or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise, with respect to (collectively, "incur") any Indebtedness (including Acquired Debt) and that the Company shall not issue any Disqualified Stock and shall not permit any of its Restricted Subsidiaries to issue any shares of preferred stock; provided, however, that the Company and or any Restricted Subsidiary Guarantor may incur Indebtedness (including Acquired Debt) or issue shares of Disqualified Stock or preferred stock if the Fixed Charge Coverage Ratio for the Company's most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding Leverage Ratio at the date on which time of incurrence of such additional Indebtedness is incurred or the issuance of such Disqualified Stock or such preferred stock is issued would have been at least 2.0 to 1.0, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been incurred, or the preferred stock had been issuedstock, as the case may be, after giving pro forma effect to such incurrence or issuance as of such date and to the use of the proceeds therefrom as if the same had occurred at the beginning of the most recently ended four full fiscal quarter period of the Company for which internal financial statements are available, would have been no greater than (i) 7.0 to 1, if such four-quarter periodincurrence or issuance is on or prior to April 1, 2003, and (ii) 6.5 to 1, if such incurrence or issuance is April 1, 2003. The provisions of the first paragraph of this Section 4.09 shall not apply to prohibit the incurrence of any of the following items of Indebtedness (collectively, "Permitted Debt"):

Incurrence of Indebtedness and Issuance of Preferred Stock. The Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise, with respect to (collectively, "incur") any Indebtedness (including Acquired Debt) and that the Company shall not or issue any shares of Disqualified Stock and shall will not permit any of its Subsidiaries to incur Indebtedness or issue any shares of preferred stock; provided, however, that that, so long as no Default or Event of Default has occurred and is continuing, the Company and any Restricted Subsidiary may incur Indebtedness (including Acquired Debt) or issue shares of preferred stock Disqualified Stock if the Fixed Charge Coverage Ratio for the Company's most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional Indebtedness is incurred or such preferred stock Disqualified Stock is issued would have been at least 2.0 to 1.0, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been incurred, incurred or the preferred stock Disqualified Stock had been issued, as the case may be, issued at the beginning of such four-quarter period. The provisions of the first paragraph of this Section 4.09 covenant shall not apply to the incurrence of any of the following items of Indebtedness (collectively, "Permitted Debt"):

Incurrence of Indebtedness and Issuance of Preferred Stock. The Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise, with respect to (collectively, "incur") any Indebtedness (including Acquired Debt) and that the Company shall not issue any Disqualified Stock and shall not permit any of its Subsidiaries to issue any shares of preferred stock; provided, however, that the Company and any Restricted Subsidiary may incur Indebtedness (including Acquired Debt) or issue shares of preferred stock Disqualified Stock if the Fixed Charge Coverage Ratio for the Company's most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional Indebtedness is incurred or such preferred stock Disqualified Stock is issued would have been at least 2.0 to 1.01, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been incurred, or the preferred stock Disqualified Stock had been issued, as the case may be, at the beginning of such four-quarter period. The provisions of the first paragraph of this Section 4.09 shall will not apply to the incurrence of any of the following items of Indebtedness (collectively, "Permitted Debt"):

Incurrence of Indebtedness and Issuance of Preferred Stock. The Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise, with respect to (collectively, "incur") any Indebtedness (including Acquired Debt) and that the Company shall not issue any Disqualified Stock and shall not permit any of its Restricted Subsidiaries to issue any shares of preferred stock; provided, however, that the Company and or any of its Restricted Subsidiary Subsidiaries may incur Indebtedness (including Acquired Debt) or issue shares of Disqualified Stock or preferred stock if the Fixed Charge Coverage Ratio for the Company's most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional Indebtedness is incurred or such Disqualified Stock or preferred stock is issued would have been at least 2.0 to 1.0, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been incurred, or the Disqualified Stock or preferred stock had been issued, as the case may be, at the beginning of such four-quarter period. The provisions of the first paragraph of this Section 4.09 shall not apply to prohibit the incurrence of any of or the following items of Indebtedness (collectively, "Permitted Debt"):

Incurrence of Indebtedness and Issuance of Preferred Stock. The Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise, with respect to (collectively, "incur") any Indebtedness (including Acquired Debt) and that the Company shall not issue any Disqualified Stock and shall not permit any of its Subsidiaries to issue any shares of preferred stock; provided, however, that the Company and any Restricted Subsidiary may incur Indebtedness (including Acquired Debt) or issue shares of preferred stock Disqualified Stock if the Fixed Charge Coverage Ratio for the Company's most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional Indebtedness is incurred or such preferred stock Disqualified Stock is issued would have been at least 2.0 to 1.0, 1; determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been incurred, or the preferred stock Disqualified Stock had been issued, as the case may be, at the beginning of such four-quarter period. ; The provisions of the first paragraph of this Section 4.09 covenant shall not apply to the incurrence of any of the following items of Indebtedness (collectively, "Permitted Debt"):

Incurrence of Indebtedness and Issuance of Preferred Stock. The Company and the Guarantors shall not, and shall not permit any of its their Subsidiaries to, directly directly, or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise, with respect to (collectively, "incur") any Indebtedness (including Acquired Debt) and that the Company shall not issue any Disqualified Stock and shall not permit any of its Subsidiaries to issue any shares of preferred stock; provided, however, that the Company and or any Restricted Subsidiary Guarantor may incur Indebtedness (including Acquired Debt) or issue shares of preferred stock Disqualified Stock if the Fixed Charge Coverage Ratio for the Company's most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding Leverage Ratio at the date on which time of incurrence of such additional Indebtedness is incurred or the issuance of such Disqualified Stock or such preferred stock is issued would have been at least 2.0 to 1.0, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been incurred, or the preferred stock had been issuedstock, as the case may be, after giving pro forma effect to such incurrence or issuance as of such date and to the use of the proceeds therefrom as if the same had occurred at the beginning of such four-the most recently ended four full fiscal quarter periodperiod of the Company for which internal financial statements are available, would have been no greater than 7.0 to 1. The provisions of the first paragraph of this Section 4.09 shall not apply to prohibit the incurrence of any of the following items of Indebtedness (collectively, "Permitted Debt"):

Incurrence of Indebtedness and Issuance of Preferred Stock. The Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise, with respect to (collectively, "incur") any Indebtedness (including Acquired Debt) and that the Company shall not issue any Disqualified Stock and shall not permit any of its Subsidiaries to issue any shares of preferred stock; provided, however, that the Company and any Restricted Subsidiary may incur Indebtedness (including Acquired Debt) or the Company may issue shares of preferred stock Disqualified Stock if the Company's Fixed Charge Coverage Ratio for the Company's most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional Indebtedness is incurred or such preferred stock Disqualified Stock is issued would have been at least 2.0 2.00 to 1.0, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had has been incurred, or the preferred stock Disqualified Stock had been issued, as the case may be, at the beginning of such four-quarter period. The provisions of the first paragraph of this Section 4.09 shall not apply to the incurrence of any of the following items of Indebtedness (collectively, "Permitted Debt"):

Incurrence of Indebtedness and Issuance of Preferred Stock. (a) The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly directly, or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise, with respect to (collectively, "incur") any Indebtedness (including Acquired Debt) ), and that the Company shall not issue any Disqualified Stock and shall not permit any of its Restricted Subsidiaries to issue any shares of preferred stock; provided, however, that the Company and any Restricted Subsidiary may incur Indebtedness (including Acquired Debt) or issue shares of preferred stock Disqualified Stock if the Fixed Charge Coverage Ratio for the Company's Debt to Cash Flow Ratio at the time of incurrence of such Indebtedness or the issuance of such Disqualified Stock, after giving pro forma effect to such incurrence or issuance as of such date and to the use of proceeds therefrom as if the same had occurred at the beginning of the most recently ended four full fiscal quarters quarter period of the Company for which internal financial statements are available immediately preceding the date on which such additional Indebtedness is incurred or such preferred stock is issued available, would have been at least 2.0 no greater than (a) 7.0 to 1.01, determined if such incurrence or issuance is on a pro forma basis or prior to April 15, 2005 and (including a pro forma application of the net proceeds therefrom)b) 6.5 to 1, as if the additional Indebtedness had been incurredsuch incurrence or issuance is after April 15, or the preferred stock had been issued, as the case may be, at the beginning of such four-quarter period. The provisions of the first paragraph of this Section 4.09 shall not apply to the incurrence of any of the following items of Indebtedness (collectively, "Permitted Debt"):2005;

Incurrence of Indebtedness and Issuance of Preferred Stock. The Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise, with respect to (collectively, "incur") any Indebtedness (including Acquired Debt) and that the Company shall not issue any Disqualified Stock and shall not permit any of its Subsidiaries to issue any shares of preferred stock; provided, however, that the Company and any Restricted Subsidiary the Guarantors may incur Indebtedness (including Acquired Debt) or issue shares of preferred stock Disqualified Stock if the Fixed Charge Coverage Ratio for the Company's most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional Indebtedness is incurred or such preferred stock Disqualified Stock is issued would have been at least 2.0 to 1.01, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been incurred, or the preferred stock Disqualified Stock had been issued, as the case may be, at the beginning of such four-quarter period. The provisions of the first paragraph of this Section 4.09 shall not apply to the incurrence of any of the following items of Indebtedness (collectively, "Permitted Debt"):

Incurrence of Indebtedness and Issuance of Preferred Stock. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise, with respect to (collectively, "incurAincur") any Indebtedness (including Acquired Debt) and that the Company shall not issue any Disqualified Stock and shall not permit any of its Subsidiaries to issue any shares of preferred stock; provided, however, that the Company and any Restricted Subsidiary the Guarantors may incur Indebtedness (including Acquired Debt) or and the Guarantors may issue shares of preferred stock if the Fixed Charge Coverage Ratio for the Company's most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional Indebtedness is incurred or such preferred stock is issued would have been at least 2.0 to 1.01, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been incurred, incurred or the preferred stock had been issued, as the case may be, issued at the beginning of such four-quarter period. The provisions of the first paragraph of this Section 4.09 shall not apply to the incurrence of any of the following items of Indebtedness (collectively, "Permitted Debt"):

Incurrence of Indebtedness and Issuance of Preferred Stock. The Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise, with respect to (collectively, "incur") any Indebtedness (including Acquired Debt) and that the Company shall will not issue any Disqualified Stock and shall will not permit any of its Subsidiaries to issue any shares of preferred stock; provided, however, that the Company and any Restricted Subsidiary may incur Indebtedness (including Acquired Debt) or issue shares of preferred stock Disqualified Stock if the Fixed Charge Coverage Ratio for the Company's most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional Indebtedness is incurred or such preferred stock Disqualified Stock is issued would have been at least 2.0 to 1.01, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been incurred, or the preferred stock Disqualified Stock had been issued, as the case may be, at the beginning of such four-quarter period. The provisions of the first paragraph of this Section 4.09 shall covenant will not apply to the incurrence of any of the following items of Indebtedness (collectively, "Permitted Debt"):