Common use of Limitation on Debt and Disqualified or Preferred Stock Clause in Contracts

Limitation on Debt and Disqualified or Preferred Stock. (a) The Company: (1) will not, and will not permit any of its Restricted Subsidiaries to, Incur any Debt (including Acquired Debt); and (2) will not, and will not permit any Restricted Subsidiary to, Incur any Disqualified Stock and will not permit any of its Restricted Subsidiaries that are not Guarantors to Incur any Preferred Stock (other than Disqualified or Preferred Stock of Restricted Subsidiaries held by the Company and/or a Restricted Subsidiary that is a Guarantor, so long as it is held); provided that the Company may Incur, and may permit any Guarantor to Incur, Debt (including Acquired Debt) or Disqualified Stock, if, on the date of the Incurrence, after giving effect to the Incurrence and the receipt and application of the proceeds therefrom, (x) the Fixed Charge Coverage Ratio is not less than 2.25 to 1.0 and (y) the Senior Debt to Consolidated Cash Flow Ratio does not exceed 3.50 to 1.0. (b) Notwithstanding the foregoing, the Company and, to the extent provided below, any Restricted Subsidiary may Incur any of the following (“Permitted Debt”): (1) Debt (including Debt under the Credit Agreement and in respect of Trade Obligations or Performance Obligations) of the Company or any Guarantor pursuant to Credit Facilities (and of Restricted Subsidiaries pursuant to Guarantees of such Credit Facilities) so long as the aggregate amount of such Credit Facilities, including the Existing Letter of Credit Facility, does not exceed $250,000,000 (subject to reduction as provided in clause (z) below) at any one time outstanding, provided that:

Limitation on Debt and Disqualified or Preferred Stock. (a) The CompanyCompany and Parent: (1i) will not, and will not permit any of its the Restricted Subsidiaries to, Incur any Debt (including Acquired Debt); and (2ii) will not, and will not permit any Restricted Subsidiary to, Incur any Disqualified Stock Stock, and will not permit any of its Restricted Subsidiaries Subsidiary that are is not Guarantors a Guarantor to Incur any Preferred Stock (other than Disqualified or Preferred Stock of Restricted Subsidiaries held by the Company and/or Company, Parent or a Restricted Subsidiary that is a GuarantorSubsidiary, so long as it is so held); provided that the Company may Incur, and may permit or any Guarantor to Incur, may Incur Debt (including Acquired Debt) or Disqualified Stock, Stock and any Guarantor may Incur Preferred Stock if, on the date of the Incurrence, after giving effect to the Incurrence and the receipt and application of the proceeds therefrom, (x) the Fixed Charge Interest Coverage Ratio is not less than 2.25 3.50 to 1.0 1.00, and the Leverage Ratio is not greater than (i) 2.75 to 1.00 from the Issue Date until the second anniversary of the Issue Date, and (yii) 2.50 to 1.00 from the Senior Debt to Consolidated Cash Flow Ratio does not exceed 3.50 to 1.0first day after the second anniversary of the Issue Date until maturity. (b) Notwithstanding the foregoing, the Company Company, Parent and, to the extent provided below, any Restricted Subsidiary may Incur any of the following (“Permitted Debt”): (1i) Debt (including Debt under the Credit Agreement and in respect of Trade Obligations or Performance Obligations) of the Company or any Guarantor pursuant to Credit Facilities Facilities; provided that the aggregate principal amount at any time outstanding does not exceed the greater of (and x) US$40.0 million (or the equivalent in other currencies) or (y) 8.0% of Restricted Subsidiaries Consolidated Tangible Assets, less the amount of mandatory reductions of such Debt made pursuant to the terms thereof and not concurrently refinanced by the Incurrence of Debt, and Guarantees of such Credit FacilitiesDebt by any Guarantor; (ii) Debt of the Company, Parent or any Restricted Subsidiary to the Company, Parent or any Restricted Subsidiary so long as such Debt continues to be owed to the Company, Parent or a Restricted Subsidiary and which, if the obligor is the Company, Parent or a Restricted Subsidiary (other than in the case of the Intercompany Loans), is subordinated in right of payment to the Notes and the Intercompany Loans; (iii) the incurrence of (A) Debt of the Company pursuant to the Notes (other than Additional Notes) and (B) Debt of any Guarantor pursuant to a Note Guaranty or (C) Debt of any Restricted Subsidiary pursuant to the Intercompany Loans or Additional Intercompany Loans; (iv) Debt (“Permitted Refinancing Debt”) constituting an extension or renewal of, replacement of, or substitution for, or issued in exchange for, or the net proceeds of which are used to repay, redeem, repurchase, refinance or refund, including by way of defeasance, (all of the above, for purposes of this paragraph, “refinance”) then outstanding Debt in an amount not to exceed the principal amount of the Debt so refinanced, plus premiums, fees and expenses; provided that (A) in case the Debt to be refinanced is Subordinated Debt, the new Debt, by its terms or by the terms of any agreement or instrument pursuant to which it is outstanding, is expressly made subordinate in right of payment to the Notes at least to the extent that the Debt to be refinanced is subordinated to the Notes, (B) the new Debt does not have a Stated Maturity prior to the Stated Maturity of the Debt to be refinanced, and the Average Life of the new Debt is at least equal to the remaining Average Life of the Debt to be refinanced, (C) in no event may Debt of the Company or any Guarantor be refinanced pursuant to this clause by means of any Debt of any Restricted Subsidiary that is not a Guarantor, and (D) Debt Incurred pursuant to paragraphs (i), (ii), (iii)(C), (v), (vi), (ix), (x), (xi), (xii) and (xiii) of clause (b) may not be refinanced pursuant to this clause; (v) Hedging Agreements of the Company, Parent or any Restricted Subsidiary entered into in the ordinary course of business for the purpose of limiting risks associated with the business of the Company, Parent and such Restricted Subsidiary and not for speculation; (vi) Debt consisting of letters of credit, banker’s acceptances, performance bonds, appeal bonds, surety bonds, bid bonds, customs bonds and other similar bonds and reimbursement obligations Incurred by the Company, Parent or any Restricted Subsidiary in the ordinary course of business securing the performance of contractual, franchise or license obligations of the Company, Parent or any Restricted Subsidiary (in each case, other than for an obligation for borrowed money); (vii) Acquired Debt, provided that after giving effect to the Incurrence thereof, Parent could Incur at least US$1.00 of Debt under Section 4.06(a); (viii) Debt of the Company, Parent or any Restricted Subsidiary outstanding on the Issue Date (and, for purposes of paragraph (iv)(d), not otherwise constituting Permitted Debt), other than the Notes due 2015; (ix) Debt of the Company, any Guarantor or any Loan Recipient, which may include Capital Leases, Incurred on or after the Issue Date no later than 180 days after the date of purchase or completion of construction or improvement of property for the purpose of financing all or any part of the purchase price or cost of construction or improvement, provided that the principal amount of any Debt Incurred pursuant to this paragraph may not exceed (a) US$10.0 million (or the equivalent in other currencies) less (b) the aggregate outstanding amount of Permitted Refinancing Debt Incurred to refinance Debt Incurred pursuant to this paragraph; (x) Any LGI Debt provided that the principal amount of any Debt Incurred pursuant to this clause may not exceed the greater of (x) US$30.0 million or (y) 6% of Consolidated Tangible Assets. (xi) Debt of the Company or any Guarantor consisting of Guarantees of Debt of the Company or any Guarantor Incurred under any other clause of this Section; (xii) Debt arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds or Debt in respect of netting services, automatic clearinghouse arrangements, overdraft protections and similar arrangements in connection with deposit accounts, in each case in the ordinary course of business; and (xiii) Debt of the Company, Parent or any Restricted Subsidiary Incurred on or after the Issue Date not otherwise permitted in an aggregate principal amount at any time outstanding not to exceed US$30.0 million (or the equivalent in other currencies). (c) Notwithstanding any other provision of this Section, for purposes of determining compliance with this Section, increases in Debt solely due to fluctuations in the exchange rates of currencies will not be deemed to exceed the maximum amount that the Company, Parent or a Restricted Subsidiary may Incur under this Section. For purposes of determining compliance with any U.S. dollar-denominated restriction on the Incurrence of Debt, the U.S. dollar-equivalent principal amount of Debt denominated in a foreign currency shall be calculated based on the relevant currency exchange rate in effect on the date such Debt was Incurred; provided that if such Debt is Incurred to refinance other Debt denominated in a foreign currency, and such refinancing would cause the applicable U.S. dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing, such U.S. dollar-denominated restriction shall be deemed not to have been exceeded so long as the aggregate principal amount of such Credit Facilities, including the Existing Letter of Credit Facility, refinancing Debt does not exceed $250,000,000 the principal amount of such Debt being refinanced. The principal amount of any Debt Incurred to refinance other Debt, if Incurred in a different currency from the Debt being refinanced, shall be calculated based on the currency exchange rate applicable to the currencies in which such respective Debt is denominated that is in effect on the date of such refinancing. (subject d) In the event that an item of Debt meets the criteria of more than one of the types of Debt described in this Section, the Company, in its sole discretion, will classify items of Debt and will only be required to reduction as provided include the amount and type of such Debt in clause one of such clauses and the Company will be entitled to divide and classify an item of Debt in more than one of the types of Debt described in this Section, and may change the classification of an item of Debt (zor any portion thereof) below) to any other type of Debt described in this Section at any one time outstandingtime; provided that Debt under the Credit Facilities outstanding on the Issue Date shall be deemed at all times to be Incurred under Section 4.06(b)(i). (e) For purposes of determining compliance with, and the outstanding principal amount of, any particular Debt Incurred pursuant to and in compliance with this Section: (i) the outstanding principal amount of any item of Debt will be counted only once; (ii) the amount of Debt issued at a price that is less than the principal amount thereof will be equal to the amount of the liability in respect thereof determined in accordance with IFRS; (iii) Guarantees of, or obligations in respect of letters of credit or similar instruments relating to, Debt which is otherwise included in the determination of a particular amount of Debt will not be included; and (iv) the accrual of interest, the accretion or amortization of original issue discount, the payment of regularly scheduled interest in the form of additional Debt of the same instrument or the payment of regularly scheduled dividends on Disqualified Stock in the form of additional Disqualified Stock with the same terms will not be deemed to be an Incurrence of Debt for purposes of this Section; provided that:that any such outstanding additional Debt or Disqualified Stock paid in respect of Debt Incurred pursuant to any provision of paragraph (ii) above will be counted as Debt outstanding thereunder for purposes of any future Incurrence under such provision.

Limitation on Debt and Disqualified or Preferred Stock. (a) The Company: (1) will not, and will not permit any of its Restricted Subsidiaries to, Incur any Debt (including Acquired Debt); and (2) will not, and will not permit any Restricted Subsidiary to, Incur any Disqualified Stock Stock, and will not permit any of its Restricted Subsidiaries that are not Guarantors to Incur any Preferred Stock (other than Disqualified or Preferred Stock of Restricted Subsidiaries held by the Company and/or or a Substantially Wholly-Owned Restricted Subsidiary that is a GuarantorSubsidiary, so long as it is so held); provided that the Company or any Restricted Subsidiary may Incur, Incur Debt and the Company or any Restricted Subsidiary may permit Incur Disqualified Stock and the Company or any Guarantor to Incur, Debt (including Acquired Debt) or Disqualified Stock, Restricted Subsidiary may Incur Preferred Stock if, on the date of the Incurrence, after giving effect to the Incurrence and the receipt and application of the proceeds therefrom, (x) the Fixed Charge Coverage Leverage Ratio is not greater than 3.50 or less than 2.25 to 1.0 and (y) the Senior Debt to Consolidated Cash Flow Ratio does not exceed 3.50 to 1.0zero. (b) Notwithstanding the foregoing, the Company and, to the extent provided below, any Restricted Subsidiary may Incur any of the following (“"Permitted Debt”"): (1) Debt (including Debt under the Credit Agreement and in respect of Trade Obligations or Performance Obligations) of the Company or any Guarantor pursuant incurred for working capital needs in the ordinary course of business, to Credit Facilities (and of Restricted Subsidiaries pursuant fund capital expenditures or to Guarantees of such Credit Facilities) so long as make interest payments; provided that the aggregate principal amount of such Credit Facilities, including the Existing Letter of Credit Facility, at any time outstanding does not exceed $250,000,000 (subject to reduction 100.0 million, less any amount of such Debt permanently repaid as provided by Section 4.13 , and Guarantees of such Debt by any Guarantor; (2) Debt of the Company or any Restricted Subsidiary of the Company so long as such Debt continues to be owed to the Company or a Restricted Subsidiary and which, if the obligor is the Company or a Guarantor, is subordinated in clause right of payment to the notes; (z3) belowDebt of the Company pursuant to the Notes (other than Additional Notes) at and Debt of any one time Guarantor pursuant to a Note Guaranty of the Notes (including Additional Notes); (4) Debt ("Permitted Refinancing Debt") constituting an extension or renewal of, replacement of, or substitution for, or issued in exchange for, or the net proceeds of which are used to repay, redeem, repurchase, refinance or refund, including by way of defeasance, (all of the above, for purposes of this clause, "refinance") then outstanding Debt in an amount not to exceed the principal amount of the Debt so refinanced, plus premiums, fees and expenses; provided that (A) in case the Debt to be refinanced is subordinated in right of payment to the Notes, the new Debt, by its terms or by the terms of any agreement or instrument pursuant to which it is outstanding, provided that:is expressly made subordinate in right of payment to the Notes at least to the extent that the Debt to be refinanced is subordinated to the Notes,

Limitation on Debt and Disqualified or Preferred Stock. (a) The Company: (1) will not, and will not permit any of its Restricted Subsidiaries to, Incur any Debt (including Acquired Debt); and (2) (x) will not, and will not permit any Restricted Subsidiary to, Incur any Disqualified Stock Stock, and (y) will not permit any of its Restricted Subsidiaries that are not Guarantors to Incur any Preferred Stock (other than Disqualified or Preferred Stock of Restricted Subsidiaries held by the Company and/or or a Restricted Subsidiary that is a GuarantorSubsidiary, so long as it is so held); provided that the Company may Incur, and may permit or any Guarantor to Incur, may Incur Debt (including Acquired Debt) and the Company or any Guarantor may Incur Disqualified Stock, Stock and any Guarantor may Incur Preferred Stock if, on the date of the Incurrence, after giving effect to the Incurrence and the receipt and application of the proceeds therefrom, (x) the Fixed Charge Coverage Ratio is not less than 2.25 to 1.0 and (y) the Senior Debt to Consolidated Cash Flow Ratio does not exceed 3.50 to 1.02:1. (b) Notwithstanding the foregoing, the Company and, to the extent provided below, any Restricted Subsidiary may Incur any of the following (“Permitted Debt”): (1) Debt (including Debt under the Credit Agreement and in respect of Trade Obligations or Performance Obligations“Permitted Bank Debt”) of the Company or any Guarantor pursuant to Credit Facilities (Facilities; provided that the aggregate principal amount at any time outstanding does not exceed $1.185 billion, less any amount of such Debt permanently repaid as provided under Section 4.13, and of Restricted Subsidiaries pursuant to Guarantees of such Debt by the Company or any Restricted Subsidiary (provided that such Restricted Subsidiary concurrently Guarantees the Notes) (2) Debt of the Company owing to any Restricted Subsidiary or Debt of any Restricted Subsidiary owing to the Company or any other Restricted Subsidiary, in each case for so long as such Debt continues to be owed to the Company or a Restricted Subsidiary, as the case may be provided that (x) if the obligor is the Company, such Debt is subordinated in right of payment to the Notes and (y) if the obligor is a Guarantor and the Company or a Guarantor is not the obligee, such Debt is subordinated in right of payment to the Note Guaranty of such Guarantor; (3) Debt of the Company pursuant to the Notes (other than Additional Notes) and Debt of any Guarantor pursuant to a Note Guaranty of the Notes (including Additional Notes); (4) Debt (“Permitted Refinancing Debt”) constituting an extension or renewal of, replacement of, or substitution for, or issued in exchange for, or the net proceeds of which are used to repay, redeem, repurchase, refinance or refund, including by way of defeasance or discharge (all of the above, for purposes of this clause, “refinance”) Debt then outstanding on the date of this Indenture or Incurred thereafter in compliance with this Indenture (including, subject to the limits below, (x) Debt of the Company that refinances Debt of any Restricted Subsidiary, (y) Debt of any Restricted Subsidiary that refinances Debt of another Restricted Subsidiary or the Company and (z) Debt that refinances Permitted Refinancing Debt) in an amount not to exceed the principal amount of the Debt so refinanced, plus premiums, fees and expenses; provided that (A) in case the Debt to be refinanced is subordinated in right of payment to the Notes, the new Debt, by its terms or by the terms of any agreement or instrument pursuant to which it is outstanding, is expressly made subordinate in right of payment to the Notes at least to the extent that the Debt to be refinanced is subordinated to the Notes (B) (a) if the Stated Maturity of the Debt being refinanced is earlier than the Stated Maturity of the Notes, the Refinancing Debt has a Stated Maturity no earlier than the Stated Maturity of the Debt being refinanced or (b) if the Stated Maturity of the Debt being refinanced is later than the Stated Maturity of the Notes, the Refinancing Debt has a Stated Maturity after the Stated Maturity of the Notes, (C) the Average Life of the new Debt is at least equal to the remaining Average Life of the Debt to be refinanced, (D) in no event may Debt of the Company or any Guarantor be refinanced pursuant to this clause by means of any Debt of any Restricted Subsidiary that is not a Guarantor, and (E) Debt Incurred pursuant to clause (1), (2), (5), (6), (9), (10), (11), (12), (13), (14), (15) (16), (17) or (19) may not be refinanced pursuant to this clause; (5) Hedging Agreements of the Company or any Restricted Subsidiary entered into in the ordinary course of business for the purpose of limiting risks associated with the business (including the Debt) of the Company and its Restricted Subsidiaries and not for speculation; (6) Debt of the Company or any Restricted Subsidiary with respect to (A) letters of credit and bankers’ acceptances issued in the ordinary course of business and not supporting Debt, including letters of credit supporting performance, surety or appeal bonds or (B) indemnification, adjustment of purchase price or similar obligations Incurred in connection with the acquisition or disposition of any business or assets; (7) Acquired Debt, provided that after giving effect to the Incurrence thereof and the related acquisition, (i) the Company could incur at least $1.00 of Debt under the Fixed Charge Coverage Ratio under Section 4.06(a) or (ii) the Fixed Charge Coverage Ratio for the Company and its Restricted Subsidiaries would be greater than such ratio for the Company and its Restricted Subsidiaries immediately prior to such Incurrence; (8) Debt of the Company or any Restricted Subsidiary outstanding on the Issue Date (and, for the purposes of clause (4) (E), not otherwise constituting Permitted Debt); (9) Debt of the Company or any Restricted Subsidiary, which may include Capital Leases, Incurred on or after the Issue Date no later than one year after the date of purchase or completion of construction or improvement of property or assets or the acquisition of the Capital Stock of any Person that owns such property or assets for the purpose of financing or refinancing all or any part of the purchase price, leasing cost or cost of construction or improvement, and any Debt Incurred to refinance such Debt, in an aggregate principal amount not to exceed the greater of (i) $50.0 million and (ii) 2.0% of Total Assets at any time outstanding; (10) Debt of (x) the Company or any Guarantor consisting of Guarantees of Debt of the Company or any Guarantor or (y) any Non-Guarantor Restricted Subsidiary consisting of Guarantees of Debt of another Non-Guarantor Restricted Subsidiary, in each case Incurred under any other clause (including, without limitation, paragraph (a)) of this Section 4.06; (11) Debt Incurred by the Company or any Restricted Subsidiary representing deferred compensation to employees of the Company or a Restricted Subsidiary Incurred (x) in the ordinary course of business or (y) in connection with any acquisition permitted by this Indenture; (12) Debt consisting of promissory Notes issued by the Company or any Restricted Subsidiary to future, present or former directors, officers, members of management, employees or consultants of the Company or any of its Subsidiaries or their respective estates, heirs, family members, spouses or former spouses to finance the purchase or redemption of Equity Interests of the Company permitted by Section 4.07; (13) Debt arising from the honoring by a bank or other financial institution of a check, draft or similar instrument (except in the case of daylight overdrafts) drawn against insufficient funds in the ordinary course of business, provided, however, that such Debt is extinguished within five business days of Incurrence; (14) Debt of the Company or any Restricted Subsidiary supported by a letter of credit issued pursuant to Credit FacilitiesFacilities that is Incurred under clause (b)(1) of this Section 4.06, in a principal amount not in excess of the stated amount of such letter of credit; (15) Debt Consisting of the financing of insurance premiums in the ordinary course of business; (16) Debt in respect of Cash Management Practices; (17) Debt Incurred in the ordinary course of business by the Exchange Companies in connection with “1031 exchange” transactions under Section 1031 of the Code (or regulations promulgated thereunder, including Revenue Procedure 2000-37) that is limited in recourse to the properties (real or personal) which are the subject of such “1031 exchange” transactions (collectively, the “Specified Non-Recourse Indebtedness”); (18) Debt of the Company or any Restricted Subsidiary Incurred on or after the Issue Date not otherwise permitted in an aggregate principal amount at any time outstanding, including any Permitted Refinancing Debt in respect thereof, not to exceed the greater of (i) $75.0 million and (ii) 3.0% of Total Assets; and (19) Debt arising from adjustment of purchase price, earnouts or similar obligations, in each case, incurred or assumed in connection with the disposition of any business, assets or a Subsidiary; provided that such Debt is not reflected on the balance sheet of the Company or any of its Restricted Subsidiaries (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 the purposes of this clause (19)). (c) For purposes of determining compliance with this Section 4.06 in the event that an item of Debt meets the criteria of more than one of the categories of Permitted Debt described in clauses (1) through (19) under Section 4.06(b) or is entitled to be Incurred pursuant to under Section 4.06(a), the Company shall, in its sole discretion, classify or reclassify, or later divide, classify or reclassify, such item of Debt in any manner that complies with this Section 4.06 and may include the amount and type of such Debt in one or more of such clauses (including in part under one such clause and in part under another such clause) and only be required to include the amount and type of such Debt in one of such clauses; provided that all Debt under the Credit Agreement outstanding on the Issue Date shall be deemed to have been Incurred pursuant to clause (1) under Section 4.06(b) and the Company shall not be permitted to reclassify all or any portion of such Debt under the Credit Agreement outstanding on the Issue Date. (d) For purposes of determining compliance with any U.S. dollar-denominated restriction on the Incurrence of Debt, the U.S. dollar-equivalent principal amount of Debt denominated in a foreign currency shall be calculated based on the relevant currency exchange rate in effect on the date such Debt was Incurred, in the case of term Debt, or first committed, in the case of revolving credit Debt; provided that if such Debt is Incurred to refinance other Debt denominated in a foreign currency, and such refinancing would cause the applicable U.S. dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing, such U.S. dollar-denominated restriction shall be deemed not to have been exceeded so long as the aggregate principal amount of such Credit Facilities, including the Existing Letter of Credit Facility, refinancing Debt does not exceed $250,000,000 the principal amount of such Debt being refinanced. Notwithstanding any other provision of this Section 4.06, the maximum amount of Debt that the Company may Incur pursuant to this covenant shall not be deemed to be exceeded solely as a result of fluctuations in the exchange rate of currencies. The principal amount of any Debt Incurred to refinance other Debt, if Incurred in a different currency from the Debt being refinanced, shall be calculated based on the currency exchange rate applicable to the currencies in which such refinancing Debt is denominated that is in effect on the date of such refinancing. (subject e) Notwithstanding anything contained herein, neither the Company nor any Guarantor may Incur any Debt that is subordinate in right of payment to reduction other Debt of the Company or the Guarantor unless such Debt is also subordinate in right of payment to the Notes or the relevant Note Guaranty on substantially identical terms. This Indenture will not treat (1) unsecured Debt as provided subordinated or junior to secured Debt merely because it is unsecured or (2) senior Debt as subordinated or junior to any other senior Debt merely because it has a junior priority with respect to the same collateral or by virtue of the fact that the holders of such senior Debt have entered into intercreditor or other arrangements giving one or more of such holders priority over the other holders in clause (z) below) at any one time outstanding, provided that:the collateral held by them.

Limitation on Debt and Disqualified or Preferred Stock. (a) The Company: (1) will not, and will not permit any of its Restricted Subsidiaries to, Incur any Debt (including Acquired Debt); and (2) will not, and will not permit any Restricted Subsidiary to, Incur any Disqualified Stock and will not Stock, or permit any of its Restricted Subsidiaries that are not Guarantors to Incur any Preferred Stock (other than Disqualified or Preferred Stock of Restricted Subsidiaries held by the Company and/or or a Wholly-Owned Restricted Subsidiary that is a GuarantorSubsidiary, so long as it is so held); provided that the Company may Incur, and may permit or any Guarantor to Incur, may Incur Debt (including Acquired Debt) and the Company or any Guarantor may Incur Disqualified Stock, Stock if, on the date of the Incurrence, after giving effect to the Incurrence and the receipt and application of the proceeds therefrom, (x) the Fixed Charge Coverage Ratio is not less than 2.25 2.50 to 1.0 and (y) the Senior Debt to Consolidated Cash Flow Ratio does not exceed 3.50 to 1.01. (b) Notwithstanding the foregoing, the Company and, to the extent provided below, any Restricted Subsidiary may Incur any of the following (“Permitted Debt”"PERMITTED DEBT"): (1) Debt of the Company and any Guarantor pursuant to the Credit Agreement, and Guarantees of such Debt by the Company or any Guarantor; provided that the aggregate principal amount at any time outstanding under the Credit Agreement does not exceed the greater of (including i) $100.0 million, less the aggregate amount of all such Debt under the Credit Agreement permanently repaid pursuant to payments thereof in accordance with Section 4.13(d)(A) and (ii) the sum of the amounts equal to (x) 85% of the book value of the accounts receivable of the Company and its consolidated Restricted Subsidiaries and (y) 65% of the book value of the inventory of the Company and its consolidated Restricted Subsidiaries (but excluding any accounts receivable and inventory that are ineligible at such time for inclusion in the calculation of a borrowing base or similar borrowing limit (if any) under the Credit Agreement), in each case as of the most recently ended fiscal quarter of the Company for which financial statements have been provided (or, if not timely provided, required to be provided) pursuant to Section 4.17; (2) Debt of the Company or any Restricted Subsidiary to the Company or any Wholly Owned Restricted Subsidiary so long as such Debt continues to be owed to the Company or a Wholly Owned Restricted Subsidiary 44 51 and which is, if the obligor is the Company or a Guarantor and the obligee is not the Company or a Guarantor, subordinated in right of payment to the Notes; (3) Debt of the Company pursuant to the Notes and Debt of any Guarantor pursuant to a Note Guaranty of the Notes; (4) Debt of the Company or any Restricted Subsidiary ("PERMITTED REFINANCING DEBT") constituting an extension or renewal of, replacement of, or substitution for, or issued in exchange for, or the net proceeds of which are used to repay, redeem, repurchase, refinance or refund, including by way of defeasance, (all of the above, for purpose of this clause, "REFINANCE") then outstanding Debt in an amount not to exceed the principal amount of the Debt so refinanced, plus premiums, fees and expenses; provided that (A) in case the Debt to be refinanced is subordinated in right of payment to the Notes, the new Debt, by its terms or by the terms of any agreement or instrument pursuant to which it is outstanding, is expressly made subordinate in right of payment to the Notes at least to the extent that the Debt to be refinanced is subordinated to the Notes, (B) the new Debt does not have a Stated Maturity prior to the Stated Maturity of the Debt to be refinanced, and the Average Life of the new Debt is at least equal to the remaining Average Life of the Debt to be refinanced, (C) in no event may Debt of the Company be refinanced pursuant to this clause by means of any Debt of any Restricted Subsidiary that is not a Guarantor and in no event may Debt of a Guarantor be refinanced pursuant to this clause by means of any Debt of any Restricted Subsidiary that is not a Guarantor, and (D) Debt Incurred pursuant to clauses (1), (2), (5), (6), (10) and (11) of this Section 4.06(b) may not be refinanced pursuant to this clause; (5) Hedging Agreements of the Company or any Restricted Subsidiary entered into in the ordinary course of business for the purpose of limiting risks associated with the business of the Company and its Restricted Subsidiaries and not for speculation; (6) Debt of the Company or any Restricted Subsidiary with respect to letters of Trade Obligations credit and bankers' acceptances issued in the ordinary course of business and not supporting Debt, including letters of credit supporting performance, surety or Performance Obligationsappeal bonds or indemnification, adjustment of purchase price or similar obligations incurred in connection with the disposition of any business or assets; provided that the maximum liability in connection with any 45 52 disposition shall not exceed the gross proceeds actually received by the Company or that Restricted Subsidiary in connection with the disposition; (7) Acquired Debt , provided that after giving effect to the Incurrence thereof, the Company could Incur at least $1.00 of Debt under Section 4.06(a); (8) Debt of the Company or any Restricted Subsidiary outstanding on the Issue Date (and, for purposes of clause (4) (D), not otherwise constituting Permitted Debt); (9) Debt of the Company or any Restricted Subsidiary, which may include Capital Leases, Incurred no later than 180 days after the date of purchase or completion of construction or improvement of property for the purpose of financing all or any part of the purchase price or cost of construction or improvement, provided that the aggregate principal amount of any Debt Incurred pursuant to this clause may not exceed (a) $30.0 million less (b) the aggregate outstanding principal amount of Permitted Refinancing Debt Incurred to refinance Debt Incurred under this clause (9); (10) Guarantees by the Company or any Guarantor of any Debt of the Company or any Guarantor pursuant permitted to Credit Facilities be incurred under any other clause of this Section 4.06; and (and 11) other Debt of the Company or any Guarantor or of any Foreign Restricted Subsidiaries pursuant to Guarantees of such Credit Facilities) so long as the Subsidiary in an aggregate principal amount of such Credit Facilities, including the Existing Letter of Credit Facility, does not exceed $250,000,000 (subject to reduction as provided in for all Debt under this clause (z) below11) at any time outstanding not to exceed $10.0 million. (c) For purposes of determining compliance with Section 4.06, in the event that an item of Debt or any portion thereof meets the criteria of more than one time outstandingof the categories of Permitted Debt described in clauses (b)(1) through (11) above, provided that:or is entitled to be incurred pursuant to clause (a), the Company shall, in its sole discretion, classify such item of Debt or any portion thereof in any manner that complies with this covenant and such item of debt or portion thereof will be treated as having been incurred pursuant to only the clause or clauses designated by the Company.

Limitation on Debt and Disqualified or Preferred Stock. (a) The Company: (1) will not, and will not permit any of its Restricted Subsidiaries to, Incur any Debt (including Acquired Debt); and (2) will not, and will not permit any Restricted Subsidiary to, Incur any Disqualified Stock Stock, and will not permit any of its Restricted Subsidiaries that are not Guarantors to Incur any Preferred Stock (other than Disqualified or Preferred Stock of Restricted Subsidiaries held by the Company and/or or a Wholly-Owned Restricted Subsidiary that is a GuarantorSubsidiary, so long as it is so held); provided that (A) the Company may Incur, and may permit or any Guarantor to Incur, may Incur Debt (including Acquired Debt) and the Company or any Guarantor may Incur Disqualified Stock, Stock and any Guarantor may Incur Preferred Stock if, on the date of the Incurrence, after giving effect to the Incurrence and the receipt and application of the proceeds therefrom, (x) the Fixed Charge Coverage Ratio is not less than 2.25 to 1.0 1 and (yB) any Foreign Restricted Subsidiary may Incur Debt, Disqualified Stock or Preferred Stock if, on the Senior Debt date of the Incurrence, after giving effect to Consolidated Cash Flow the Incurrence and the receipt and application of the proceeds therefrom, the Fixed Charge Coverage Ratio does is not exceed 3.50 less than 2.75 to 1.01. (b) Notwithstanding the foregoing, the Company and, to the extent provided below, any Restricted Subsidiary may Incur any of the following (“Permitted Debt”"PERMITTED DEBT"): (1) Debt (including Debt under the Credit Agreement and in respect of Trade Obligations or Performance Obligations"PERMITTED BANK DEBT") of the Company or any Guarantor pursuant to the Credit Facilities (Agreement, and of Restricted Subsidiaries pursuant to Guarantees of such Credit FacilitiesDebt by any Guarantor; provided that the aggregate principal amount at any time outstanding thereunder does not exceed the sum of (A) $200 million, less any amount of such Debt permanently repaid as provided under Section 4.14 and (B) the greater of (i) $225 million and (ii) the sum of 85% of the book value of accounts receivable of the Company and its Restricted Subsidiaries and 50% of the book value of inventory of the Company and its Restricted Subsidiaries; provided, however, that the amount available to be Incurred in reliance upon this clause (1) shall be reduced by the amount of any outstanding Debt Incurred in reliance upon clause (10) below; (2) Debt of the Company or any Restricted Subsidiary to the Company or any Wholly Owned Restricted Subsidiary so long as such Debt continues to be owed to the Company or a Wholly Owned Restricted Subsidiary and which is, if the obligor is the Company or a Guarantor, subordinated in right of payment to the Notes; (3) Debt of the Company pursuant to the Notes (other than Additional Notes) and Debt of any Guarantor pursuant to a Note Guarantee of the Notes (including Additional Notes); (4) Debt ("PERMITTED REFINANCING DEBT") constituting an extension or renewal of, replacement of, or substitution for, or issued in exchange for, or the net proceeds of which are used to repay, redeem, repurchase, refinance or refund, including by way of defeasance (all of the above, for purpose of this clause, "REFINANCE") then outstanding Debt in an amount not to exceed the principal amount of the Debt so refinanced, plus premiums, fees and expenses; provided that (A) in case the Notes are refinanced in part or the Debt to be refinanced is pari passu with the Notes, the new Debt, by its terms or by the terms of any agreement or instrument pursuant to which it is outstanding, is expressly made pari passu with, or subordinate in right of payment to, the remaining Notes, (B) in case the Debt to be refinanced is subordinated in right of payment to the Notes, the new Debt, by its terms or by the terms of any agreement or instrument pursuant to which it is outstanding, is expressly made subordinate in right of payment to the Notes at least to the extent that the Debt to be refinanced is subordinated to the Notes, (C) the new Debt does not have a Stated Maturity prior to the Stated Maturity of the Debt to be refinanced, and the Average Life of the new Debt is at least equal to the remaining Average Life of the Debt to be refinanced, (D) in no event may Debt of the Company or any Guarantor be refinanced pursuant to this clause by means of any Debt of any Restricted Subsidiary that is not a Guarantor, and (E) Debt Incurred pursuant to clauses (1), (2), (5), (6), (10), (11) and (12) may not be refinanced pursuant to this clause; (5) Hedging Agreements of the Company or any Restricted Subsidiary relating to Debt permitted under the Indenture entered into in the ordinary course of business for the purpose of swapping fixed interest rates for floating interest rates or limiting risks associated with the business of the Company and its Restricted Subsidiaries and not for speculation; (6) Debt of the Company or any Restricted Subsidiary with respect to letters of credit and bankers' acceptances issued in the ordinary course of business and not supporting Debt, including letters of credit supporting performance, surety or appeal bonds or indemnification, adjustment of purchase price or similar obligations incurred in connection with the acquisition or disposition of any business or assets; (7) Acquired Debt, provided that after giving effect to the Incurrence thereof, the Company could Incur at least $1.00 of Debt under paragraph (a) above; (8) Debt of the Company or any Restricted Subsidiary outstanding on the Issue Date (and, for purposes of clause (4) (E), not otherwise constituting Permitted Debt); (9) Debt of the Company or any Restricted Subsidiary, which may include Capital Leases, Incurred on or after the Issue Date no later than 180 days after the date of purchase or completion of construction or improvement of real or personal property for the purpose of financing all or any part of the purchase price or cost of construction or improvement, provided that the principal amount of any Debt Incurred pursuant to this clause may not exceed (a) $15.0 million outstanding at any time less (b) the aggregate outstanding principal amount of such Credit Facilities, including the Existing Letter of Credit Facility, does not exceed $250,000,000 (subject Permitted Refinancing Debt Incurred to reduction as provided in refinance Debt Incurred under this clause (z) below) at any one time outstanding, provided that:9);

Limitation on Debt and Disqualified or Preferred Stock. (a) The Company: (1i) will not, and will not permit any of its Restricted Subsidiaries to, Incur any Debt (including Acquired Debt); and (2ii) will not, and will not permit any Restricted Subsidiary to, Incur any Disqualified Stock Stock, and will not permit any of its Restricted Subsidiaries that are not Guarantors to Incur any Preferred Stock (other than Disqualified Stock or Preferred Stock of Restricted Subsidiaries held by the Company and/or a Restricted Subsidiary that is a GuarantorSubsidiary, so long as it is so held); provided that the Company may Incur, and may permit or any Guarantor to Incur, may Incur Debt (including Acquired Debt) and the Company or any Guarantor may Incur Disqualified Stock, Stock if, on the date of the Incurrence, after giving effect to the Incurrence and the receipt and application of the proceeds therefrom, (x) the Fixed Charge Coverage Ratio is not less than 2.25 to 1.0 and (y) the Senior Debt to Consolidated Cash Flow Ratio does not exceed 3.50 to 1.02.25:1.0. (b) Notwithstanding the foregoing, the Company and, to the extent provided below, any Restricted Subsidiary may Incur any of the following (“"Permitted Debt”"): (1) Debt (including Debt of the Company or any Restricted Subsidiary arising under the Credit Agreement Documents and the other Credit Facilities; provided that the aggregate principal amount at any time outstanding does not exceed the greater of (X) $100,000,000 and (Y) the sum for the Company and its Restricted Subsidiaries of 80% of accounts receivable and 50% of inventory, including Guarantees of such Debt by the Company or any Restricted Subsidiary; provided further that, for purposes of this limitation, borrowings under the Credit Facilities that are used to provide cash collateral for letters of credit issued under the Credit Facilities will not be considered to be Debt for purposes of this clause (1) to the extent that the obligations under such letters of credit are considered to be Debt under this clause (1); (2) Debt of the Company or any Restricted Subsidiary to the Company or any Restricted Subsidiary so long as such Debt continues to be owed to the Company or a Restricted Subsidiary and which, if the obligor is the Company or a Guarantor, is subordinated in respect right of Trade payment to the Obligations; (3) Debt of the Company pursuant to the Senior Secured Notes as in effect on the Closing Date and Debt of any Guarantor pursuant to a guarantee of the Senior Secured Notes; (4) (i) Debt of the Company under the Intercompany Note and (ii) any other Debt of the Company or any Restricted Subsidiary outstanding on the Closing Date (and, for purposes of clause (5)(D) below, not otherwise constituting Permitted Debt) (5) Debt ("Permitted Refinancing Debt") constituting an extension or renewal of, replacement of, or substitution for, or issued in exchange for, or the net proceeds of which are used to repay, redeem, repurchase, refinance or refund, including by way of defeasance (all of the above, for purposes of this clause, "refinance") then outstanding Debt in an amount not to exceed the principal amount of the Debt so refinanced, plus any associated premiums, fees and expenses; provided that (A) in case the Debt to be refinanced is subordinated in right of payment to the Obligations, the new Debt, by its terms or by the terms of any agreement or instrument pursuant to which it is outstanding, is expressly made subordinate in right of payment to the Obligations or Performance at least to the extent that the Debt to be refinanced is subordinated to the Obligations, (B) the new Debt does not have a Stated Maturity prior to the Stated Maturity of the Debt to be refinanced, and the Average Life of the new Debt is at least equal to the remaining Average Life of the Debt to be refinanced, (C) in no event may Debt of the Company or any Guarantor be refinanced pursuant to Credit Facilities this clause by means of any Debt of any Restricted Subsidiary that is not a Guarantor, and (D) Debt Incurred pursuant to clauses (1), (2), (3), (6), (7), (10), (11), (12) and (13) of this Section 6.1(b) may not be refinanced pursuant to this clause; (6) Hedging Agreements of the Company or any Restricted Subsidiary entered into in the ordinary course of business for the purpose of limiting risks associated with the business of the Company and its Restricted Subsidiaries and not for speculation; (7) Debt of the Company or any Restricted Subsidiary with respect to letters of credit, bankers' acceptances, bonds and other similar instruments issued in the ordinary course of business and not supporting other Debt, including letters of credit supporting performance, surety, customs, appeal or similar bonds or indemnification, adjustment of purchase price or similar obligations incurred in connection with the acquisition or disposition of any business or assets; (8) Acquired Debt; provided that after giving effect to the Incurrence thereof, the Company could Incur at least $1.00 of Debt under the Fixed Charge Coverage Ratio test set forth in paragraph (a) of this covenant; (9) Debt of the Company or any Restricted Subsidiary, which may include Capital Leases, Incurred on or after the Closing Date no later than 180 days after the date of purchase or completion of construction or improvement of property for the purpose of financing all or any part of the purchase price or cost of construction or improvement; provided that the principal amount of any Debt Incurred pursuant to this clause may not exceed (a) $20,000,000 less (b) the aggregate outstanding amount of Permitted Refinancing Debt Incurred to refinance Debt Incurred pursuant to this clause; (10) up to $2,000,000 aggregate principal amount of Debt of the Company issued in connection with the purchase, redemption, acquisition or other retirement for value of Equity Interests of MII held by officers, directors or employees or former directors, officers or employees (or their estates or beneficiaries under their estates), upon death, disability, retirement, severance or termination of employment or service or pursuant to any agreement under which the Equity Interests were issued; provided that payments in respect of such Debt are treated when made as Restricted Payments; (11) Debt of the Company and any Restricted Subsidiary consisting of the Guarantee of Debt of Joint Ventures not to exceed $25,000,000 in aggregate principal amount at any time outstanding; provided that as and to the extent the Company or such Restricted Subsidiary, as the case may be, shall be entitled pursuant to the terms of any agreement then in effect, to reimbursement, indemnity or contribution from any Person (other than the Company or any of its Subsidiaries or the Joint Ventures) that the Company reasonably deems to be solvent for amounts as to which the Company or such Restricted Subsidiary, as the case may be, may become liable for or have to pay pursuant to such guarantee of Debt of a Joint Venture, such amount, but not the remaining amount, shall not be treated for the purpose of the foregoing limitation as having been guaranteed; (12) Debt of the Company or any Guarantor consisting of Guarantees of Debt of the Company or any Guarantor Incurred under any other clause of this covenant; and (13) additional Debt of the Company or any Restricted Subsidiary incurred on or after the Closing Date not otherwise permitted hereunder in an aggregate principal amount at any time outstanding not to exceed $25,000,000 (which may include any Debt incurred for any purpose, including but not limited to the purposes referred to in clauses (1) through (12) above). For purposes of determining compliance with this Section 6.1: (a) in the event that an item of proposed Debt (including Acquired Debt) meets the criteria of more than one of the categories of Permitted Debt described in clauses (1) through (13) above, or is entitled to be incurred pursuant to the first paragraph of this covenant, the Company will be permitted to classify (or later reclassify in whole or in part) such Credit Facilitiesitem of Debt in any manner that complies with this covenant; (b) so long the accrual of interest, the accretion or amortization of original issue discount and the payment of interest on any Debt in the form of additional Debt with the same terms will not be deemed to be an incurrence of Debt for purposes of this covenant; provided that, in each such case, the amount thereof is included in the computation of Fixed Charges as accrued; and (c) for the aggregate purposes of determining compliance with any dollar-denominated restriction on the incurrence of Debt denominated in a foreign currency, the dollar-equivalent principal amount of such Credit Facilities, including Debt incurred pursuant thereto shall be calculated based on the Existing Letter of Credit Facility, does not exceed $250,000,000 (subject to reduction as provided relevant currency exchange rate in clause (z) below) at any one time outstanding, provided that:effect on the date that such Debt was Incurred.

Limitation on Debt and Disqualified or Preferred Stock. (a) The Company: (1i) will not, and will not permit any of its Restricted Subsidiaries to, Incur any Debt (including Acquired Debt); and (2ii) will not, and will not permit any Restricted Subsidiary to, Incur any Disqualified Stock and will not Stock, or permit any of its Restricted Subsidiaries that are not Guarantors to Incur any Preferred Stock (other than Disqualified or Preferred Stock of Restricted Subsidiaries held by the Company and/or or a Wholly-Owned Restricted Subsidiary that is a GuarantorSubsidiary, so long as it is so held); provided that the Company may Incur, and may permit or any Guarantor to Incur, may Incur Debt (including Acquired Debt) and the Company or any Guarantor may Incur Disqualified Stock, Stock if, on the date of the Incurrence, after giving effect to the Incurrence and the receipt and application of the proceeds therefrom, (x) the Fixed Charge Coverage Ratio is not less than 2.25 2.0 to 1.0 and (y) the Senior Debt to Consolidated Cash Flow Ratio does not exceed 3.50 to 1.01. (b) Notwithstanding the foregoing, the Company and, to the extent provided below, any Restricted Subsidiary may Incur any of the following (“Permitted Debt”): (1i) Debt of the Company and any Restricted Subsidiary pursuant to the Credit Agreement, and Guarantees of such Debt by the Company or any Restricted Subsidiary; provided that the aggregate principal amount at any time outstanding under the Credit Agreement does not exceed the greater of (including A) $100.0 million, less the aggregate amount of all such Debt under the Credit Agreement permanently repaid pursuant to payments thereof in accordance with Section 4.13(c)(i) and (B) the sum of the amounts equal to (x) 85% of the book value of the accounts receivable of the Company and its consolidated Restricted Subsidiaries and (y) 65% of the book value of the inventory of the Company and its consolidated Restricted Subsidiaries (but excluding any accounts receivable and inventory that are ineligible at such time for inclusion in respect the calculation of Trade Obligations a borrowing base or Performance Obligationssimilar borrowing limit (if any) under the Credit Agreement), in each case as of the most recently ended fiscal quarter of the Company for which financial statements have been provided (or, if not timely provided, required to be provided) pursuant to Section 4.17. (ii) Debt of the Company or any Restricted Subsidiary to the Company or any Wholly Owned Restricted Subsidiary so long as such Debt continues to be owed to the Company or a Wholly Owned Restricted Subsidiary and which is, if the obligor is the Company or a Guarantor and the obligee is not the Company or a Guarantor, subordinated in right of payment to the Notes, except for such Debt that was Incurred after the 7.5% Notes Issue Date to refinance Debt of Grundartangi that was owed to a third party and is outstanding on the Issue Date (which Debt shall be deemed to have been incurred under clause (viii) below); (iii) Debt of the Company pursuant to the Notes and Debt of any Guarantor pursuant to Credit Facilities a Note Guaranty; (iv) Debt of the Company or any Restricted Subsidiary (“Permitted Refinancing Debt”) constituting an extension or renewal of, replacement of, or substitution for, or issued in exchange for, or the net proceeds of which are used to repay, redeem, repurchase, refinance or refund, including by way of defeasance, (all of the above, for purposes of this clause, “refinance”) then outstanding Debt of the Company or any Restricted Subsidiary in an amount not to exceed the principal amount of the Debt so refinanced, plus premiums, fees and expenses; provided that (A) (i) in case the Debt to be refinanced is subordinated in right of payment to the Notes, the new Debt, by its terms or by the terms of any agreement or instrument pursuant to which it is outstanding, is expressly made subordinate in right of payment to the Notes at least to the extent that the Debt to be refinanced is subordinated to the Notes and (ii) in case the Debt to be refinanced was Incurred under clause (xiv) below, the new Debt is Unsecured Debt, (B) the new Debt does not have a Stated Maturity prior to the Stated Maturity of the Debt to be refinanced, and the Average Life of the new Debt is at least equal to the remaining Average Life of the Debt to be refinanced, (C) in no event may Debt of the Company be refinanced pursuant to this clause by means of any Debt of any Restricted Subsidiary that is not a Guarantor and in no event may Debt of a Guarantor be refinanced pursuant to this clause by means of any Debt of any Restricted Subsidiary that is not a Guarantor, and (D) Debt Incurred pursuant to clauses (i), (ii), (v), (vi), (ix), (x)(c), (xii) and (xv) of this Section 4.06(b) may not be refinanced pursuant to this clause; (v) Hedging Agreements of the Company or any Restricted Subsidiary entered into in the ordinary course of business for the purpose of limiting risks associated with the business of the Company and its Restricted Subsidiaries and not for speculation; (vi) Debt of the Company or any Restricted Subsidiary with respect to letters of credit and bankers’ acceptances issued in the ordinary course of business and not supporting Debt, including letters of credit supporting performance, surety or appeal bonds or indemnification, adjustment of purchase price or similar obligations incurred in connection with the disposition of any business or assets; provided that the maximum liability in connection with any disposition shall not exceed the gross proceeds actually received by the Company or that Restricted Subsidiary in connection with the disposition; (vii) Acquired Debt, provided that after giving effect to the Incurrence thereof, the Company could Incur at least $1.00 of Debt under Section 4.06(a); (viii) Debt of the Company or any Restricted Subsidiary outstanding on the Issue Date (and, for purposes of clause (iv) (D), not constituting Permitted Debt under clauses (i), (ii), (v), (vi), (ix) or (xii)); (ix) Guarantees by the Company or any Guarantor of any Debt of the Company or any Restricted Subsidiary permitted to be incurred under any other clause of this Section 4.06; (x) Debt of Grundartangi and any of its Restricted Subsidiaries (a) incurred to finance the expansion of the Grundartangi primary aluminum reduction facility in an aggregate principal amount at any time outstanding not to exceed (i) $160.0 million less (ii) the aggregate outstanding principal amount of Permitted Refinancing Debt Incurred to refinance such Debt, (b) incurred to refinance Debt of Grundartangi outstanding on the 7.5% Notes Issue Date or (c) incurred pursuant to Guarantees a revolving credit facility to finance working capital needs of Grundartangi, in an aggregate principal amount at any time outstanding not to exceed $25.0 million, and any Guarantee of any such Debt incurred under (a), (b) or (c) of this clause (x) by any Nordural Holding Company; provided that such Debt may only be incurred if (i) such Debt is not Guaranteed by the Company or any other Restricted Subsidiary of the Company (other than any Nordural Holding Companies) unless Grundartangi is not subject to any restrictions or encumbrances set forth in clause (a)(i) of Section 4.09 (other than those permitted by clause (b)(ii) thereof), in which case such Debt may be so Guaranteed (to the extent such Guarantee is otherwise permitted to be Incurred under this covenant) and (ii) unless such Debt is permitted to be Guaranteed by the Company pursuant to clause (i), the lenders thereof have agreed or have been notified in writing that they will not have any recourse to the stock or assets of the Company or any other Restricted Subsidiary (other than any Nordural Holding Company); (xi) (a) Debt (including Guarantees) of any Foreign Restricted Subsidiary; provided that, on the date of the Incurrence, after giving effect to the Incurrence and the receipt and application of the proceeds therefrom, (i) the Fixed Charge Coverage Ratio of the Company and its Restricted Subsidiaries, and the Fixed Charge Coverage Ratio of such Credit FacilitiesForeign Restricted Subsidiary and its Restricted Subsidiaries (calculated in accordance with the definition thereof as if each reference to the Company was a reference to such subsidiary and each reference to the Company’s Restricted Subsidiaries is a reference to such subsidiary’s Subsidiaries that are Restricted Subsidiaries), is not less than 2.0 to 1, in the case of the Company and its Restricted Subsidiaries, and 2.5 to 1, in the case of the Foreign Restricted Subsidiary and its Restricted Subsidiaries and (ii) so long as the aggregate principal amount of such Credit Facilities, including Debt of the Existing Letter of Credit Facility, Company’s Foreign Restricted Subsidiaries at the time outstanding does not exceed $250,000,000 50% of the Total Assets of the Company’s Foreign Restricted Subsidiaries as of the date of Incurrence and (subject to reduction as provided in b) any Guarantee of such Debt (i) constituting a Limited Recourse Parent Guaranty or (ii) by any Foreign Restricted Subsidiary that is a Subsidiary of the Person Incurring such Debt under this clause (zxi); (xii) belowDebt of the Company or any Restricted Subsidiary consisting of the deferred purchase price for power pursuant to any provision in a power contract that permits payment of a portion thereof to be deferred; (xiii) Debt of any Foreign Restricted Subsidiaries incurred to finance expansion or improvement of the Grundartangi plant, together with any Permitted Refinancing Debt in connection therewith, not to exceed $125 million in the aggregate; provided that such Debt may only be incurred if such Debt is not guaranteed by, and non-recourse to, the Company or any Guarantor; (xiv) Unsecured Indebtedness; provided that the aggregate principal amount of all Debt Incurred under this clause (xiv), together with any Permitted Refinancing Debt in connection therewith, at any time outstanding shall not exceed $500.0 million; and (xv) other Debt of the Company or any Restricted Subsidiary in an aggregate principal amount for all Debt under this clause (xv) at any time outstanding not to exceed $25.0 million. (c) For purposes of determining compliance with Section 4.06, in the event that an item of Debt or any portion thereof meets the criteria of more than one time outstandingof the categories of Permitted Debt described in clauses (b)(i) through (xv) above, provided that:or is entitled to be incurred pursuant to clause (a), the Company shall, in its sole discretion, classify such item of Debt or any portion thereof in any manner that complies with this covenant and such item of debt or portion thereof will be treated as having been incurred pursuant to only the clause or clauses designated by the Company. (d) Notwithstanding anything to the contrary in this Section 4.06, the maximum amount of Debt that the Company and its Restricted Subsidiaries may Incur pursuant to this Section 4.06 shall not be deemed to be exceeded, with respect to any outstanding Debt, solely as a result of fluctuations in the exchange rate of currencies.

Limitation on Debt and Disqualified or Preferred Stock. (a) The Company: (1i) will not, and will not permit any of its Restricted Subsidiaries to, Incur any Debt (including Acquired Debt); and (2ii) will not, and will not permit any Restricted Subsidiary to, Incur any Disqualified Stock Stock, and will not permit any of its Restricted Subsidiaries that are not Guarantors to Incur any Preferred Stock (other than Disqualified or Preferred Stock of Restricted Subsidiaries held by the Company and/or or a Wholly Owned Restricted Subsidiary that is a GuarantorSubsidiary, so long as it is so held); provided that the Company may Incur, and may permit or any Guarantor to Incur, may Incur Debt (including Acquired Debt) or Disqualified Stock, Stock if, on the date of the Incurrence, after giving effect to the Incurrence and the receipt and application of the proceeds therefrom, (x) the Fixed Charge Coverage Ratio is not less than 2.25 2.00 to 1.0 and (y) the Senior Debt to Consolidated Cash Flow Ratio does not exceed 3.50 to 1.01.00. (b) Notwithstanding the foregoing, the Company and, to the extent provided below, any Restricted Subsidiary may Incur any of the following (“Permitted Debt”): (1i) Debt (“Permitted Bank Debt”) of the Company pursuant to the Credit Agreement; provided that the aggregate principal amount of such Debt at any time outstanding does not exceed the greater of (x) $110 million, and (y) the Borrowing Base Amount, and Guarantees of such Debt by any Restricted Subsidiary; (ii) Debt of the Company or any Restricted Subsidiary to the Company or any Restricted Subsidiary so long as such Debt continues to be owed to the Company or a Restricted Subsidiary and which, if the obligor is the Company or a Guarantor, is subordinated in right of payment to the Notes; (iii) Debt of the Company pursuant to the Notes (other than Additional Notes) and the New Senior Subordinated Notes due 2013 and Debt of any Guarantor pursuant to a Note Guaranty of the Notes (including Additional Notes) and any guarantee of the New Senior Subordinated Notes due 2013; (iv) Debt (“Permitted Refinancing Debt”) constituting an extension or renewal of, replacement of, or substitution for, or issued in exchange for, or the net proceeds of which are used to repay, redeem, repurchase, refinance or refund, including by way of defeasance (all of the above, for purposes of this clause, “refinance”) then outstanding Debt in an amount not to exceed the principal amount of the Debt so refinanced, plus premiums, fees and expenses; provided that (A) in case the Debt to be refinanced is subordinated in right of payment to the Notes, the new Debt, by its terms or by the terms of any agreement or instrument pursuant to which it is outstanding, is expressly made subordinate in right of payment to the Notes at least to the extent that the Debt to be refinanced is subordinated to the Notes, (B) the Average Life of the new Debt is at least equal to the remaining Average Life of the Debt to be refinanced, (C) in no event may Debt of the Company be refinanced pursuant to this clause by means of any Debt of any Restricted Subsidiary that is not a Guarantor, and in no event may Debt of a Guarantor be refinanced pursuant to this clause by means of any Debt of any Restricted Subsidiary that is not a Guarantor, and (D) Debt Incurred pursuant to clauses (i), (ii), (v), (vi), (x), (xi), (xii) and (xiii) may not be refinanced pursuant to this clause; (v) Hedging Agreements of the Company or any Restricted Subsidiary entered into in the ordinary course of business for the purpose of limiting risks associated with the business of the Company and its Restricted Subsidiaries and not for speculation; (vi) Debt of the Company or any Restricted Subsidiary with respect to letters of credit and bankers’ acceptances issued in the ordinary course of business and not supporting Debt, including letters of credit supporting performance, surety or appeal bonds or indemnification, adjustment of purchase price or similar obligations incurred in connection with the acquisition or disposition of any business or assets; (vii) Acquired Debt, provided that after giving effect to the Incurrence thereof, the Company could Incur at least $1.00 of Debt under Section 4.06(a); (viii) Debt of the Credit Agreement and Company or any Restricted Subsidiary outstanding on the Issue Date (and, for purposes of clause (iv)(D), not otherwise constituting Permitted Debt); (ix) Debt of the Company or any Restricted Subsidiary, which may include Capital Leases, Incurred on or after the Issue Date no later than 180 days after the date of purchase or completion of construction or improvement of property for the purpose of financing all or any part of the purchase price or cost of construction or improvement, provided that the aggregate outstanding principal amount of any Debt Incurred pursuant to this clause (ix) may not exceed (a) the greater of (i) $10.0 million or (ii) 3% of Tangible Assets (measured at the time of Incurrence of any such Debt), in respect each case less (b) the aggregate outstanding amount of Trade Obligations Permitted Refinancing Debt Incurred to refinance Debt Incurred pursuant to this clause (ix); provided, however, that no Debt may be incurred pursuant to this clause in order to finance any part of the purchase price or Performance Obligationscost of construction or improvement of the New Mold Line; (x) Debt of the Company or any Guarantor consisting of Guarantees of Debt of the Company or any Guarantor Incurred under any other clause of this covenant; (xi) Debt of the Company or a Restricted Subsidiary owed to any Person in connection with liability insurance provided by such Person to the Company or such Restricted Subsidiary, pursuant to Credit Facilities reimbursement or indemnification obligations to such Person, in each case incurred in the ordinary course of business; (and xii) Debt in respect of performance bonds; and (xiii) other Debt of the Company or any Restricted Subsidiaries Subsidiary Incurred on or after the Issue Date not otherwise permitted in an aggregate principal amount at any time outstanding not to exceed $15.0 million. For purposes of determining compliance with this covenant, in the event that an item of Debt meets the criteria of more than one of the categories of Permitted Debt described in clauses (i) through (xiii) above or is entitled to be Incurred pursuant to Guarantees paragraph (a) of this Section 4.06, the Company shall, in its sole discretion, classify or reclassify, or later divide, classify or reclassify, such item of Debt in any manner that complies with this Section 4.06; provided that all Debt under the Credit Agreement outstanding on the Issue Date shall be deemed to have been Incurred pursuant to clause (i) and the Company shall not be permitted to reclassify all or any portion of such Debt under the Credit Facilities) so long as Agreement outstanding on the aggregate amount Issue Date. Notwithstanding anything contained herein, neither the Company nor any Guarantor may Incur any Debt that is subordinate in right of payment to other Debt of the Company or the Guarantor unless such Credit Facilities, including Debt is also subordinate in right of payment to the Existing Letter of Credit Facility, does not exceed $250,000,000 (subject to reduction as provided in clause (z) below) at any one time outstanding, provided that:Notes or the relevant Note Guaranty on substantially identical terms.

Limitation on Debt and Disqualified or Preferred Stock. (a) The Company: (1i) will not, and will not permit any of its Restricted Subsidiaries to, Incur any Debt (including Acquired Debt); and (2ii) will not, and will not permit any Restricted Subsidiary to, Incur any Disqualified Stock and will not Stock, or permit any of its Restricted Subsidiaries that are not Guarantors to Incur any Preferred Stock (other than Disqualified or Preferred Stock of Restricted Subsidiaries held by the Company and/or or a Wholly-Owned Restricted Subsidiary that is a GuarantorSubsidiary, so long as it is so held); provided that the Company may Incur, and may permit any Guarantor to Incur, may Incur Debt (including Acquired Debt) or and the Company and Guarantor may Incur Disqualified Stock, Stock if, on the date of the Incurrence, after giving pro forma effect to the Incurrence and the receipt and application of the proceeds therefrom, (x) the Fixed Charge Coverage Ratio is not less than 2.25 to 1.0 and (y) the Senior Debt to Consolidated Cash Flow Ratio does not exceed 3.50 2.0 to 1.0. (b) Notwithstanding the foregoing, the Company and, to the extent provided below, any Restricted Subsidiary may Incur any of the following (“Permitted Debt”): (1i) Debt of the Company and any Guarantor pursuant to the U.S. Credit Facility, and Guarantees of such Debt by the Company or any Guarantor; provided that immediately after giving pro forma effect to any such Incurrence (including a pro forma application of the net proceeds thereof), the aggregate principal amount of all Debt Incurred under this Section 4.06(b)(i) and then outstanding does not exceed the greater of (A) $225.0 million and (B) the sum of the amounts equal to (x) 85% of the book value of the accounts receivable of the Company and its consolidated Guarantors (including trade receivables due from Affiliates) and (y) 80% of the book value of the inventory of the Company and its consolidated Guarantors in each case as of the most recently ended fiscal quarter of the Company for which financial statements have been provided (or, if not timely provided, required to be provided) pursuant to Section 4.17, adjusted to give effect to any subsequent acquisition or disposition of companies, divisions or lines of businesses by the Company or any Guarantor; (ii) Debt of Grundartangi or any other Foreign Subsidiary under the Iceland Credit Agreement Facility and Guarantees of such Debt by Grundartangi or any Foreign Subsidiary; provided that immediately after giving pro forma effect to any such Incurrence (including a pro forma application of the net proceeds thereof), the aggregate principal amount of all Debt Incurred under this Section 4.06(b)(ii) and then outstanding does not exceed the greater of (A) $50.0 million and (B) the sum of the amounts equal to (x) 85% of the book value of the accounts receivable of the Foreign Subsidiaries (including trade receivables due from Affiliates) and (y) 80% of the book value of the inventory of the Foreign Subsidiaries in respect each case as of Trade Obligations the most recently ended fiscal quarter of the Company for which financial statements have been provided (or, if not timely provided, required to be provided) pursuant to Section 4.17, adjusted to give effect to any subsequent acquisition or Performance Obligationsdisposition of companies, divisions or lines of businesses by Grundartangi or any other Foreign Subsidiary; (iii) Debt of the Company or any Restricted Subsidiary to the Company or any Wholly Owned Restricted Subsidiary so long as such Debt continues to be owed to the Company or a Wholly Owned Restricted Subsidiary and which, if the obligor is the Company or a Guarantor and the obligee is not the Company or a Guarantor, is subordinated in right of payment to the Notes; (iv) Debt of the Company pursuant to the Notes (other than Additional Notes) and Debt of any Guarantor pursuant to a Note Guarantee (including any guarantee of Additional Notes); (v) Debt of the Company or any Restricted Subsidiary (“Permitted Refinancing Debt”) constituting an extension or renewal of, replacement of, or substitution for, or issued in exchange for, or the net proceeds of which are used to repay, redeem, repurchase, refinance or refund, including by way of defeasance, (all of the above, for purposes of this clause, “refinance”) then outstanding Debt of the Company or any Restricted Subsidiary in an amount not to exceed the principal amount of the Debt so refinanced, plus premiums, fees and expenses; provided that (i) in case the Debt to be refinanced is subordinated in right of payment to the Notes, the new Debt, by its terms or by the terms of any agreement or instrument pursuant to which it is outstanding, is expressly made subordinate in right of payment to the Notes at least to the extent that the Debt to be refinanced is subordinated to the Notes and (ii) in case the Debt to be refinanced was Incurred under Section 4.06(b)(xvi) below, the new Debt is Unsecured Indebtedness, (B) the new Debt does not have a Stated Maturity prior to the Stated Maturity of the Debt to be refinanced, and the Average Life of the new Debt is at least equal to the remaining Average Life of the Debt to be refinanced, (C) in no event may Debt of the Company be refinanced pursuant to this clause by means of any Debt of any Restricted Subsidiary that is not a Guarantor and in no event may Debt of a Guarantor be refinanced pursuant to this clause by means of any Debt of any Restricted Subsidiary that is not a Guarantor, (D) Debt Incurred pursuant to Sections 4.06(b)(i), (ii), (iii), (vi), (vii), (x), (xii), (xiii), (xiv), (xvii), (xviii) and (xix) may not be refinanced pursuant to this clause, and (E) any Permitted Refinancing Debt incurred under Section 4.06(b)(xi) below that is incurred by Grundartangi or any of its Restricted Subsidiaries may not be guaranteed by the Company or any other Restricted Subsidiary except to the extent permitted under such Section 4.06(b)(xi); (vi) Hedging Agreements of the Company or any Restricted Subsidiary for the purpose of limiting risks associated with the business of the Company and its Restricted Subsidiaries and not for speculation; (vii) Debt of the Company or any Restricted Subsidiary with respect to or supported by letters of credit or bankers’ acceptances issued in the ordinary course of business and not supporting Debt, or otherwise issued under the U.S. Credit Facilities Facility or the Iceland Credit Facility and treated as incurred under Sections 4.06(b) (i) or (ii) above, respectively, including letters of credit supporting performance, surety or appeal bonds or indemnification, adjustment of purchase price or similar obligations incurred in connection with the disposition of any business or assets; provided that the maximum liability in connection with any disposition shall not exceed the gross proceeds actually received by the Company or that Restricted Subsidiary in connection with the disposition; (viii) Acquired Debt, provided that after giving effect to the Incurrence thereof, the Company could Incur at least $1.00 of Debt under Section 4.06(a); (ix) Debt of the Company or any Restricted Subsidiary outstanding on the Issue Date (and, for purposes of Section 4.06(b)(v)(D), not constituting Permitted Debt under Sections 4.06(b)(i), (ii), (iii), (vi), (vii), (x), (xiii), (xiv) or (xix)); (x) Guarantees by the Company or any Guarantor of any Debt of the Company or any Restricted Subsidiary permitted to be incurred under any other clause of this Section 4.06; (xi) Debt of Grundartangi and any of its Restricted Subsidiaries incurred to finance the expansion or improvement of the Grundartangi primary aluminum reduction facility and working capital needs of such facility in an aggregate principal amount at any time outstanding not to exceed (i) $150.0 million less (ii) the aggregate outstanding principal amount of Permitted Refinancing Debt Incurred to refinance such Debt and currently outstanding, and any Guarantee of any such Debt incurred under this Section 4.06(b)(xi) by any Nordural Holding Company; provided that such Debt may only be incurred if (i)(a) such Debt is not Guaranteed by the Company or any other Restricted Subsidiary of the Company (other than any Nordural Holding Companies) and (b) the lenders thereof have agreed or have been notified in writing that they will not have any recourse to the stock or assets of the Company or any other Restricted Subsidiary (other than to the stock or assets of Grundartangi and any Nordural Holding Company) or (ii) such Debt is Guaranteed by the Company or any other Restricted Subsidiary of the Company (other than any Nordural Holding Company) and Grundartangi is not subject to any restrictions or encumbrances set forth in Section 4.09(a)(i) (other than those permitted by Section 4.09(b)(ii)); (xii) (a) Debt (including Guarantees) of any Foreign Restricted Subsidiary; provided that, on the date of the Incurrence, after giving pro forma effect to the Incurrence and the receipt and application of the proceeds therefrom, the aggregate principal amount of Debt of the Company’s Foreign Restricted Subsidiaries (excluding any Debt incurred under Sections 4.06(b)(ii), (iii), (xi), (xv), (xvii) and (xviii)) at the time outstanding does not exceed the greater of (x) $300.0 million and (y) 37.5% of the Total Assets of the Company’s Foreign Restricted Subsidiaries as of the date of Incurrence; provided that not more than $150.0 million of the net proceeds of all Debt incurred under this Section 4.06(b)(xii)(a) may be used to make a Restricted Payment and (b) any Guarantee of such Debt (i) constituting a Limited Recourse Parent Guarantee or a customary completion guarantee or (ii) by any Foreign Restricted Subsidiary; (xiii) Debt of the Company or any Restricted Subsidiary consisting of the deferred purchase price for power pursuant to any provision in a power contract that permits payment of a portion thereof to be deferred; (xiv) Debt of the Company or any Restricted Subsidiary consisting of take-or-pay obligations in supply arrangements entered into in the ordinary course of business and consistent with industry practice; (xv) Debt of the Company or any Restricted Subsidiary issued to finance (whether prior to or 270 days after) the purchase, lease, construction, repair, replacement or improvement of property (real or personal) (whether through the direct purchase of property or the Capital Stock of any Person owning such property), provided that, after giving pro forma effect to the Incurrence and the receipt and application of the proceeds therefrom, the aggregate amount of Debt incurred under this Section 4.06(b)(xv), together with Permitted Refinancing Debt in respect thereof, does not exceed the greater of (x) $25.0 million and (y) 2.0% of Consolidated Net Tangible Assets of the Company and its Restricted Subsidiaries; (xvi) Unsecured Indebtedness; provided that the aggregate principal amount of all Debt Incurred under this clause (xvi), together with any Permitted Refinancing Debt in connection therewith, at any time outstanding shall not exceed $400.0 million; (xvii) Debt of the Company or any Restricted Subsidiary in an aggregate principal amount which, when aggregated with all other Debt incurred under this Section 4.06(b)(xvii) and then outstanding, does not at any time outstanding exceed the sum of aggregate net cash proceeds received by the Company (other than from a Subsidiary) after the Issue Date from the issuance and sale of its Qualified Equity Interests, including by way of issuance of its Disqualified Equity Interests or Debt to the extent since converted into Qualified Equity Interests of the Company, determined in accordance with Section 4.07(a)(iv)(B); provided that the aggregate principal amount of Debt of Foreign Restricted Subsidiaries that may be incurred by all Foreign Restricted Subsidiaries pursuant to Guarantees this Section 4.06(b)(xvii), shall not at any time outstanding exceed the sum of such Credit Facilitiesaggregate net cash proceeds received by Foreign Restricted Subsidiaries (other than from a Subsidiary) so long after the Issue Date as a capital contribution from the issuance and sale by the Company of its Qualified Equity Interests; (xviii) other Debt of the Company or any Restricted Subsidiary in an aggregate principal amount for all Debt under this Section 4.06(b)(xviii) at any time outstanding not to exceed the greater of such Credit Facilities$50.0 million and 3.50% of Consolidated Net Tangible Assets of the Company and its Restricted Subsidiaries after giving pro forma effect to the Incurrence and the receipt and application of the proceeds therefrom; provided that Foreign Restricted Subsidiaries may not Incur Debt under this clause (xviii) in an amount at any time outstanding that exceeds $25.0 million; and (xix) Debt in respect of (x) self-insurance and obligations in respect of performance, including bid, appeal and surety bonds and completion guarantees and similar obligations provided by the Existing Letter Company or any Restricted Subsidiary in the ordinary course of Credit Facilitybusiness, does not exceed $250,000,000 (subject to reduction as provided in clause y) deferred compensation or other similar arrangements incurred by the Company or any of its Restricted Subsidiaries and (z) belowthe financing of insurance premiums. (c) For purposes of determining compliance with this Section 4.06, in the event that an item of Debt or any portion thereof meets the criteria of more than one of the categories of Permitted Debt described in Sections 4.06(b)(i) through (b)(xix), or is entitled to be incurred pursuant to Section 4.06(a), the Company will be permitted, in its sole discretion, to classify all or a portion of such item of Debt on the date of its incurrence, and later reclassify all or a portion of such item of Debt, in any manner that complies with this covenant (based on the circumstances at the time of such reclassification) and such item of debt or portion thereof will be treated as having been incurred pursuant to only the clause or clauses designated by the Company. (d) Notwithstanding anything to the contrary in this Section 4.06, the maximum amount of Debt that the Company and its Restricted Subsidiaries may Incur pursuant to this Section 4.06 shall not be deemed to be exceeded, with respect to any one time outstandingoutstanding Debt, provided that:solely as a result of fluctuations in the exchange rate of currencies. (e) Notwithstanding anything to the contrary in this Xxxxxxx 0.00, Xxxxxxx Xxxxxxxxxxx I Ltd. will not Incur any Debt other than Debt Incurred pursuant to Section 4.06(b)(iii) above.

Limitation on Debt and Disqualified or Preferred Stock. (a) The Company: (1) will not, and will not permit any of its Restricted Subsidiaries to, Incur any Debt (including Acquired Debt); and (2) will not, and will not permit any Restricted Subsidiary to, Incur any Disqualified Stock Stock, and will not permit any of its Restricted Subsidiaries that are not Guarantors to Incur any Preferred Stock (other than Disqualified or Preferred Stock of Restricted Subsidiaries held by the Company and/or or a Wholly-Owned Restricted Subsidiary that is a GuarantorSubsidiary, so long as it is so held); provided that the Company may Incur, and may permit or any Guarantor to Incur, may Incur Debt (including Acquired Debt) or Disqualified Stock, if, on the date of the Incurrence, after giving effect to the Incurrence and the receipt and application of the proceeds therefrom, (x) the Fixed Charge Coverage Leverage Ratio is not less greater than 2.25 to 1.0 and (y) the Senior Debt to Consolidated Cash Flow Ratio does not exceed 3.50 4.5 to 1.0. (b) Notwithstanding the foregoing, the Company and, to the extent provided below, any Restricted Subsidiary may Incur any of the following (“Permitted Debt”): (1) Debt of the Company or a Guarantor pursuant to the New Credit Facilities; provided that the aggregate principal amount at any time outstanding does not exceed $50,000,000, less any amount of such Debt permanently repaid or commitments thereof permanently reduced as provided under an asset sale mandatory prepayment or offer or commitment reduction provision, and Guarantees of such Debt by any Guarantor or the Company; (including 2) Debt under the Credit Agreement and in respect of Trade Obligations or Performance Obligations) of the Company or any Guarantor pursuant to Credit Facilities (and of the Company or any Restricted Subsidiaries pursuant to Guarantees of such Credit Facilities) Subsidiary so long as such Debt continues to be owed to the aggregate Company or a Guarantor, provided that if the obligor is the Company or a Guarantor, such Debt is subordinated in right of payment to the Notes; (3) Debt of the Company pursuant to the Notes (other than Additional Notes) and Debt of any Guarantor pursuant to a Note Guarantee (including a Note Guarantee with respect to additional Notes otherwise Incurred in accordance with the terms of this Indenture); (4) Debt (“Permitted Refinancing Debt”) constituting an extension or renewal of, replacement of, or substitution for, or issued in exchange for, or the net proceeds of which are used to repay, redeem, repurchase, refinance or refund, including by way of defeasance, (all of the above, for purpose of this clause, “refinance”) then outstanding Debt in an amount not to exceed the principal amount of such Credit Facilitiesthe Debt so refinanced, including plus premiums, fees and expenses; provided that (A) in case the Existing Letter Debt to be refinanced is subordinated in right of Credit Facilitypayment to the Notes, the new Debt, by its terms or by the terms of any agreement or instrument pursuant to which it is outstanding, is expressly made subordinate in right of payment to the Notes at least to the extent that the Debt to be refinanced is subordinated to the Notes, (B) the new Debt does not exceed $250,000,000 have a Stated Maturity prior to the Stated Maturity of the Debt to be refinanced, and the Average Life of the new Debt is at least equal to the remaining Average Life of the Debt to be refinanced, (subject C) in no event may Debt of the Company or any Guarantor be refinanced pursuant to reduction as this clause by means of any Debt of any Restricted Subsidiary that is not a Guarantor, and (D) Debt Incurred pursuant to clauses (1), (2), (5), (6), (10), (11), (12) and (13) may not be refinanced pursuant to this clause and Debt Incurred pursuant to clause (9) may be refinanced pursuant to this clause only to the extent provided in clause (z9). (5) belowHedging Agreements of the Company or any Restricted Subsidiary entered into in the ordinary course of business for the purpose of limiting risks associated with the business of the Company and its Restricted Subsidiaries and not for speculation; (6) Debt of the Company or any Restricted Subsidiary with respect to letters of credit, performance bonds and bankers’ acceptances or similar instruments issued in the ordinary course of business and not otherwise supporting Debt, including letters of credit supporting performance, surety or appeal bonds, regulatory authorizations and licenses or indemnification, adjustment of purchase price or similar obligations incurred in connection with the acquisition or disposition of any business or assets; (7) Acquired Debt, provided that after giving effect to the Incurrence thereof, the Company could Incur at least $1.00 of Leverage Ratio Debt; (8) Debt of the Company or any Restricted Subsidiary outstanding on the Issue Date (and, for purposes of clause (4)(D), not otherwise constituting Permitted Debt); (9) Debt of the Company or any Restricted Subsidiary, which may include Capital Leases, Incurred on or after the Issue Date no later than 180 days after the date of purchase or completion of construction or improvement of property for the purpose of financing all or any part of the purchase price or cost of construction or improvement, provided that the sum of the aggregate outstanding amount of Debt Incurred pursuant to this clause plus the aggregate outstanding amount of Permitted Refinancing Debt Incurred to refinance Debt originally Incurred pursuant to this clause shall at no time exceed $30,000,000; (10) up to $2,000,000 aggregate principal amount of Debt of the Company issued in connection with the purchase, redemption, acquisition or other retirement for value of Equity Interests of the Company held by officers, directors or employees or former directors, officers or employees (or their estates or beneficiaries under their estates), upon death, disability, retirement, severance or termination of employment or service or pursuant to any agreement under which the Equity Interests were issued, provided that payments in respect of such Debt are treated when made as Restricted Payments; (11) Debt of the Company or any Guarantor consisting of Guarantees of Debt of the Company or any Guarantor Incurred under any other clause of this covenant; (12) DAP Debt; and (13) Debt of the Company or any Restricted Subsidiary Incurred on or after the Issue Date not otherwise permitted in an aggregate principal amount at any one time outstanding, outstanding not to exceed $20,000,000; provided that:, in the case of any Restricted Subsidiary that is not a Guarantor, the aggregate principal amount of such Debt at any time outstanding shall not exceed $5,000,000. For purposes of determining compliance with this Section 4.06, in the event that an item of proposed Debt meets the criteria of more than one of the categories of Permitted Debt described in clauses (2) through (13) above, or is entitled to be incurred pursuant to clause (a) of this Section 4.06, the Company will be permitted, in its sole discretion, to classify such item of Debt on the date of its incurrence, or later reclassify all or a portion of such item of Debt, in any manner that complies with this Section 4.06. The accrual of interest, the accretion or amortization of original issue discount, the payment of interest on any Debt in the form of additional Debt with the same terms, the reclassification of preferred stock as Debt due to a change in accounting principles, and the payment of dividends on Disqualified Stock in the form of additional shares of the same class of Disqualified Stock will not be deemed to be an incurrence of Debt or an issuance of Disqualified Stock for purposes of this Section 4.06. Notwithstanding any other provision of this covenant, the maximum amount of Debt that the Company or any Restricted Subsidiary may incur pursuant to this Section 4.06 shall not be deemed to be exceeded solely as a result of fluctuations in exchange rates or currency values.

Limitation on Debt and Disqualified or Preferred Stock. (a) The Company: (1) will not, and will not permit any of its Restricted Subsidiaries to, Incur any Debt (including Acquired Debt); and (2) will not, and will not permit any Restricted Subsidiary to, Incur any Disqualified Stock Stock, and will not permit any of its Restricted Subsidiaries that are is not Guarantors a Guarantor to Incur any Preferred Stock (other than Disqualified or Preferred Stock of Restricted Subsidiaries held by the Company and/or or a Restricted Subsidiary that is a GuarantorSubsidiary, so long as it is so held); provided that the Company may IncurIncur Debt or Disqualified Stock, and any Restricted Subsidiary may permit any Guarantor to IncurIncur Debt, Debt (including Acquired Debt) Disqualified Stock, or Disqualified Preferred Stock, if, on the date of the Incurrence, after giving effect to the Incurrence and the receipt and application of the proceeds therefrom, (x) the Fixed Charge Coverage Ratio is not less than 2.25 2.0 to 1.0 1.0; provided that the maximum amount of Debt, Disqualified Stock and Preferred Stock Incurred by a Restricted Subsidiary that is not a Guarantor pursuant to this clause (y) the Senior a), together with any Permitted Refinancing Debt to Consolidated Cash Flow Ratio does in respect thereof, shall not exceed 3.50 to 1.0an aggregate principal amount of $25 million at any time outstanding. (b) Notwithstanding the foregoing, the Company and, to the extent provided below, any Restricted Subsidiary may Incur any of the following (“Permitted Debt”): (1) Debt (including Debt under the Credit Agreement and in respect of Trade Obligations or Performance Obligations“Permitted Bank Debt”) of the Company or any Guarantor Restricted Subsidiary pursuant to Credit Facilities (and of Restricted Subsidiaries pursuant to Guarantees of such Credit Facilities) so long as ; provided that the aggregate principal amount of such Credit Facilities, including the Existing Letter of Credit Facility, at any time outstanding does not exceed $250,000,000 (subject to reduction 60 million, less any amount of such Debt permanently repaid as provided under Section 4.13; (2) Debt of the Company or any Restricted Subsidiary to the Company or any Restricted Subsidiary so long as such Debt continues to be owed to the Company or a Restricted Subsidiary and which is, if the obligor is the Company or a Guarantor, subordinated in right of payment to the Notes; (3) Debt of the Company pursuant to the Notes (other than Additional Notes) and Debt of any Guarantor pursuant to a Note Guaranty of the Notes (including Additional Notes) and Exchange Notes issued in respect of such Notes issued pursuant to the Registration Rights Agreement and Debt of any Guarantor pursuant to a Note Guaranty thereof; (4) Debt or Disqualified Stock (or with respect to any Restricted Subsidiary only, Preferred Stock) (“Permitted Refinancing Debt”) constituting an extension or renewal of, replacement of, or substitution for, or issued in exchange for, or the net proceeds of which are used to repay, redeem, repurchase, refinance or refund, including by way of defeasance (all of the above, for purposes of this clause, “refinance”) then outstanding Debt or Disqualified Stock in an amount not to exceed the principal amount of the Debt or Disqualified Stock so refinanced, plus the amount of any accrued and unpaid interest and any premium required to be paid in connection with such refinancing pursuant to the terms of such Debt or Disqualified Stock or the amount of any premium reasonably determined by the Company as necessary to accomplish such refinancing by means of a tender offer or privately negotiated purchase, plus the amount of fees and expenses in connection therewith; provided that (A) in case the Debt to be refinanced is Subordinated Debt, the new Debt, by its terms or by the terms of any agreement or instrument pursuant to which it is outstanding, is expressly made subordinate in right of payment to the Notes at least to the extent that the Debt to be refinanced is subordinated to the Notes, (B) the new Debt does not have a Stated Maturity prior to the earlier of the Stated Maturity of the Debt to be refinanced or 90 days after the final maturity date of the Notes, and the Average Life of the new Debt is at least equal to the remaining Average Life of the Debt to be refinanced, (C) in no event may Debt of the Company or any Guarantor be refinanced pursuant to this clause by means of any Debt of any Restricted Subsidiary that is not a Guarantor, and (D) Debt Incurred pursuant to clauses (1), (2), (5), (6), (11), (12), (13), (14), (15) and (17) may not be refinanced pursuant to this clause; (5) Hedging Agreements of the Company or any Restricted Subsidiary entered into in the ordinary course of business for the purpose of limiting risks associated with the business of the Company and its Restricted Subsidiaries, including, but not limited to, limiting interest rate risk or exchange rate risk, and not for speculation; (6) Debt of the Company or any Restricted Subsidiary with respect to letters of credit and bankers’ acceptances issued in the ordinary course of business and not supporting Debt for borrowed money, including letters of credit supporting performance, surety or appeal bonds or indemnification, adjustment of purchase price or similar obligations incurred in connection with the acquisition or disposition of any business or assets; (7) Acquired Debt, provided that after giving effect to the transaction pursuant to which such Debt was incurred, including the Incurrence thereof, the Company could Incur at least $1.00 of Debt under Section 4.06(a); (8) Debt of the Company or any Restricted Subsidiary outstanding on the Issue Date (and, for purposes of clause (z4)(D), not otherwise constituting Permitted Debt); (9) belowCapital Leases and Debt of the Company or any Restricted Subsidiary, which may include Capital Leases, mortgage financings or Purchase Money Obligations, Incurred on or after the Issue Date no later than 365 days after the date of purchase or completion of construction, restoration, replacement, rebuilding, maintenance, upgrade or improvement of property for the purpose of financing all or any part of the purchase, acquisition or development price or cost of construction, restoration, replacement, rebuilding, maintenance, upgrade or improvement of any fixed or capital assets; provided that the aggregate principal amount outstanding of any Debt Incurred pursuant to this clause may not exceed the greater of (a) (i) $20 million and (ii) 2.25% of Total Assets at the time of Incurrence, less (b) the aggregate outstanding amount of Permitted Refinancing Debt Incurred to refinance Debt Incurred pursuant to this clause; (10) Debt of Foreign Restricted Subsidiaries Incurred on or after the Issue Date in an aggregate principal amount not to exceed (a) the greater of (i) $10.0 million and (ii) 3% of Total Foreign Assets at the time of Incurrence, less (b) the aggregate outstanding amount of Permitted Refinancing Debt Incurred to refinance Debt Incurred pursuant to this clause outstanding at any time; (11) Debt of the Company or any Guarantor consisting of Guarantees of Debt of the Company or any Restricted Subsidiary Incurred under any other clause of this covenant; (12) Debt of the Company arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently drawn against insufficient funds, or from any arrangement relating to the provision of treasury, depositary or cash management services, so long as such Debt is covered within 10 Business Days; (13) Debt of the Company or any Restricted Subsidiary arising from agreements providing for indemnification, adjustment of purchase price or similar obligations, incurred in connection with the disposition of any business, assets or Restricted Subsidiary (other than Guarantees of Debt incurred by any Person acquiring all or any portion of such business, assets or Restricted Subsidiary for the purpose of financing such acquisition); (14) Debt of the Company or any Restricted Subsidiary consisting of obligations to pay insurance premiums in an amount not to exceed the annual premiums in respect of such insurance premiums at any one time outstanding; (15) Debt of the Company or any Restricted Subsidiary, the proceeds of which are applied to defease or discharge the Notes in accordance with Article 8; (16) Debt of the Company or any Restricted Subsidiary to the seller of any business or assets permitted to be acquired by the Company or any Restricted Subsidiary under the indenture constituting a portion of the purchase price therefor in an aggregate amount not exceeding (a) $10 million at any time outstanding, less (b) the aggregate outstanding amount of Permitted Refinancing Debt Incurred to refinance Debt Incurred pursuant to this clause; and (17) Debt of the Company or any Restricted Subsidiary Incurred on or after the Issue Date not otherwise permitted in an aggregate principal amount at any time outstanding not to exceed the greater of (a) $25 million and (b) 2.75% of Total Assets at the time of Incurrence; provided that the maximum amount of Debt at any time outstanding which was Incurred pursuant to this clause (17) by Restricted Subsidiaries that are not Guarantors shall not exceed an aggregate principal amount of the greater of (x) $5 million and (y) 0.5% of Total Assets at the time of Incurrence. (c) Notwithstanding any other provision of Section 4.06, for purposes of determining compliance with this Section 4.06, increases in Debt solely due to fluctuations in the exchange rates of currencies will not be deemed to exceed the maximum amount that the Company or a Restricted Subsidiary may Incur under this Section 4.06. For purposes of determining compliance with any U.S. dollar-denominated restriction on the Incurrence of Debt, the U.S. dollar-equivalent principal amount of Debt denominated in a foreign currency shall be calculated based on the relevant currency exchange rate in effect on the date such Debt was Incurred; provided that if such Debt is Incurred to refinance other Debt denominated in a foreign currency, and such refinancing would cause the applicable U.S. dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing, such U.S. dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such refinancing Debt does not exceed the principal amount of such Debt being refinanced. The principal amount of any Debt Incurred to refinance other Debt, if Incurred in a different currency from the Debt being refinanced, shall be calculated based on the currency exchange rate applicable to the currencies in which such respective Debt is denominated that is in effect on the date of such refinancing. (d) In the event that an item of Debt meets the criteria of more than one of the types of Debt in clauses (1) through (17) of paragraph (b), or is entitled to be incurred pursuant to Section 4.06(a), the Company, in its sole discretion, will be entitled to classify such item of Debt (or portion thereof) and may later reclassify such Debt (or portion thereof), in any manner that complies with this Section 4.06, provided that:that Debt under the Credit Agreement outstanding on the Issue Date shall be deemed at all times to be incurred under clause (1) of Permitted Debt. (e) Neither the Company nor any Guarantor may Incur any Debt that is subordinated in right of payment to other Debt of the Company or the Guarantor unless such Debt is also subordinated in right of payment to the Notes or the relevant Note Guaranty on substantially identical terms. This does not apply to distinctions between categories of Debt that exist by reason of any Liens or Guarantees securing or in favor of some but not all of such Debt.

Limitation on Debt and Disqualified or Preferred Stock. (a) The Company: (1i) will not, and will not permit any of its Restricted Subsidiaries to, Incur any Debt (including Acquired Debt); and (2ii) will not, and will not permit any Restricted Subsidiary to, Incur any Disqualified Stock and will not Stock, or permit any of its Restricted Subsidiaries that are not Guarantors to Incur any Preferred Stock (other than Disqualified or Preferred Stock of Restricted Subsidiaries held by the Company and/or or a Wholly-Owned Restricted Subsidiary that is a GuarantorSubsidiary, so long as it is so held); provided that the Company may Incur, and may permit any Guarantor to Incur, may Incur Debt (including Acquired Debt) or and the Company and Guarantor may Incur Disqualified Stock, Stock if, on the date of the Incurrence, after giving pro forma effect to the Incurrence and the receipt and application of the proceeds therefrom, (x) the Fixed Charge Coverage Ratio is not less than 2.25 to 1.0 and (y) the Senior Debt to Consolidated Cash Flow Ratio does not exceed 3.50 2.0 to 1.0. (b) Notwithstanding the foregoing, the Company and, to the extent provided below, any Restricted Subsidiary may Incur any of the following (“Permitted Debt”): (1i) Debt of the Company and any Guarantor pursuant to the U.S. Credit Facility, and Guarantees of such Debt by the Company or any Guarantor; provided that immediately after giving pro forma effect to any such Incurrence (including a pro forma application of the net proceeds thereof), the aggregate principal amount of all Debt Incurred under this Section 4.06(b)(i) and then outstanding does not exceed the greater of (A) $225.0 million and (B) the sum of the amounts equal to (x) 85% of the book value of the accounts receivable of the Company and its consolidated Guarantors (including trade receivables due from Affiliates) and (y) 80% of the book value of the inventory of the Company and its consolidated Guarantors in each case as of the most recently ended fiscal quarter of the Company for which financial statements have been provided (or, if not timely provided, required to be provided) pursuant to ‎Section 4.17, adjusted to give effect to any subsequent acquisition or disposition of companies, divisions or lines of businesses by the Company or any Guarantor; (ii) Debt of Grundartangi or any other Foreign Subsidiary under the Iceland Credit Agreement Facility and Guarantees of such Debt by Grundartangi or any Foreign Subsidiary; provided that immediately after giving pro forma effect to any such Incurrence (including a pro forma application of the net proceeds thereof), the aggregate principal amount of all Debt Incurred under this Section 4.06(b)(ii) and then outstanding does not exceed the greater of (A) $50.0 million and (B) the sum of the amounts equal to (x) 85% of the book value of the accounts receivable of the Foreign Subsidiaries (including trade receivables due from Affiliates) and (y) 80% of the book value of the inventory of the Foreign Subsidiaries in respect each case as of Trade Obligations the most recently ended fiscal quarter of the Company for which financial statements have been provided (or, if not timely provided, required to be provided) pursuant to ‎Section 4.17, adjusted to give effect to any subsequent acquisition or Performance Obligationsdisposition of companies, divisions or lines of businesses by Grundartangi or any other Foreign Subsidiary; (iii) Debt of the Company or any Restricted Subsidiary to the Company or any Wholly Owned Restricted Subsidiary so long as such Debt continues to be owed to the Company or a Wholly Owned Restricted Subsidiary and which, if the obligor is the Company or a Guarantor and the obligee is not the Company or a Guarantor, is subordinated in right of payment to the Notes; (iv) Debt of the Company pursuant to the Notes, including any PIK Notes (other than Additional Notes) and Debt of any Guarantor pursuant to a Note Guarantee (including any guarantee of Additional Notes and PIK Notes); (v) Debt of the Company or any Restricted Subsidiary (“Permitted Refinancing Debt”) constituting an extension or renewal of, replacement of, or substitution for, or issued in exchange for, or the net proceeds of which are used to repay, redeem, repurchase, refinance or refund, including by way of defeasance, (all of the above, for purposes of this clause, “refinance”) then outstanding Debt of the Company or any Restricted Subsidiary in an amount not to exceed the principal amount of the Debt so refinanced, plus premiums, fees and expenses; provided that (i) in case the Debt to be refinanced is subordinated in right of payment to the Notes, the new Debt, by its terms or by the terms of any agreement or instrument pursuant to which it is outstanding, is expressly made subordinate in right of payment to the Notes at least to the extent that the Debt to be refinanced is subordinated to the Notes and (ii) in case the Debt to be refinanced was Incurred under Section 4.06(b)‎(xvi) below, the new Debt is Unsecured Indebtedness, (B) the new Debt does not have a Stated Maturity prior to the Stated Maturity of the Debt to be refinanced, and the Average Life of the new Debt is at least equal to the remaining Average Life of the Debt to be refinanced, (C) in no event may Debt of the Company be refinanced pursuant to this clause by means of any Debt of any Restricted Subsidiary that is not a Guarantor and in no event may Debt of a Guarantor be refinanced pursuant to this clause by means of any Debt of any Restricted Subsidiary that is not a Guarantor, (D) Debt Incurred pursuant to Sections 4.06(b)‎(i), ‎(ii), ‎(iii)‎, (vi), ‎(vii), ‎(x), ‎(xii), ‎(xiii), ‎(xiv), ‎(xvii), ‎(xviii) and ‎(xix) may not be refinanced pursuant to this clause, and (E) any Permitted Refinancing Debt incurred under Section 4.06(b)(xi) below that is incurred by Grundartangi or any of its Restricted Subsidiaries may not be guaranteed by the Company or any other Restricted Subsidiary except to the extent permitted under such Section 4.06(b)‎(xi); (vi) Hedging Agreements of the Company or any Restricted Subsidiary for the purpose of limiting risks associated with the business of the Company and its Restricted Subsidiaries and not for speculation; (vii) Debt of the Company or any Restricted Subsidiary with respect to or supported by letters of credit or bankers’ acceptances issued in the ordinary course of business and not supporting Debt, or otherwise issued under the U.S. Credit Facilities Facility or the Iceland Credit Facility and treated as incurred under Sections 4.06(b) ‎(i) or ‎(ii) above, respectively, including letters of credit supporting performance, surety or appeal bonds or indemnification, adjustment of purchase price or similar obligations incurred in connection with the disposition of any business or assets; provided that the maximum liability in connection with any disposition shall not exceed the gross proceeds actually received by the Company or that Restricted Subsidiary in connection with the disposition; (viii) Acquired Debt, provided that after giving effect to the Incurrence thereof, the Company could Incur at least $1.00 of Debt under ‎Section 4.06(a); (ix) Debt of the Company or any Restricted Subsidiary outstanding on the Issue Date (and, for purposes of Section 4.06(b)‎(v)‎(D), not constituting Permitted Debt under Sections 4.06(b)‎(i), ‎(ii), ‎(iii), ‎(vi), ‎(vii), ‎(x), ‎(xiii), ‎(xiv) or ‎(xix)); (x) Guarantees by the Company or any Guarantor of any Debt of the Company or any Restricted Subsidiary permitted to be incurred under any other clause of this ‎Section 4.06; (xi) Debt of Grundartangi and any of its Restricted Subsidiaries incurred to finance the expansion or improvement of the Grundartangi primary aluminum reduction facility and working capital needs of such facility in an aggregate principal amount at any time outstanding not to exceed (i) $100.0 million less (ii) the aggregate outstanding principal amount of Permitted Refinancing Debt Incurred to refinance such Debt and currently outstanding, and any Guarantee of any such Debt incurred under this Section 4.06(b)‎(xi) by any Nordural Holding Company; provided that such Debt may only be incurred if (i)(a) such Debt is not Guaranteed by the Company or any other Restricted Subsidiary of the Company (other than any Nordural Holding Companies) and (b) the lenders thereof have agreed or have been notified in writing that they will not have any recourse to the stock or assets of the Company or any other Restricted Subsidiary (other than to the stock or assets of Grundartangi and any Nordural Holding Company) or (ii) such Debt is Guaranteed by the Company or any other Restricted Subsidiary of the Company (other than any Nordural Holding Company) and Grundartangi is not subject to any restrictions or encumbrances set forth in ‎Section 4.09(a)(i) (other than those permitted by ‎Section 4.09(b)(ii)); (xii) (a) Debt (including Guarantees) of any Foreign Restricted Subsidiary; provided that, on the date of the Incurrence, after giving pro forma effect to the Incurrence and the receipt and application of the proceeds therefrom, the aggregate principal amount of Debt of the Company’s Foreign Restricted Subsidiaries (excluding any Debt incurred under Sections 4.06(b)‎(ii), ‎(iii), ‎(xi) and ‎(xvii)) at the time outstanding does not exceed the greater of (x) $300.0 million and (y) 37.5% of the Total Assets of the Company’s Foreign Restricted Subsidiaries as of the date of Incurrence; provided that not more than $150.0 million of the net proceeds of all Debt incurred under this Section 4.06(b)(xii)(a) may be used to make a Restricted Payment and (b) any Guarantee of such Debt (i) constituting a Limited Recourse Parent Guarantee or a customary completion guarantee or (ii) by any Foreign Restricted Subsidiary; (xiii) Debt of the Company or any Restricted Subsidiary consisting of the deferred purchase price for power pursuant to any provision in a power contract that permits payment of a portion thereof to be deferred; (xiv) Debt of the Company or any Restricted Subsidiary consisting of take-or-pay obligations in supply arrangements entered into in the ordinary course of business and consistent with industry practice; (xv) Debt of the Company or any Restricted Subsidiary issued to finance (whether prior to or 270 days after) the purchase, lease, construction, repair, replacement or improvement of property (real or personal) (whether through the direct purchase of property or the Capital Stock of any Person owning such property), provided that, after giving pro forma effect to the Incurrence and the receipt and application of the proceeds therefrom, the aggregate amount of Debt incurred under this Section 4.06(b)‎(xv), together with Permitted Refinancing Debt in respect thereof, does not exceed the greater of (x) $25.0 million and (y) 2.0% of Consolidated Net Tangible Assets of the Company and its Restricted Subsidiaries; (xvi) Unsecured Indebtedness; provided that the aggregate principal amount of all Debt Incurred under this clause ‎(xvi), together with any Permitted Refinancing Debt in connection therewith, at any time outstanding shall not exceed $400.0 million; (xvii) Debt of the Company or any Restricted Subsidiary in an aggregate principal amount which, when aggregated with all other Debt incurred under this Section 4.06(b)‎(xvii) and then outstanding, does not at any time outstanding exceed the sum of aggregate net cash proceeds received by the Company (other than from a Subsidiary) after the Issue Date from the issuance and sale of its Qualified Equity Interests, including by way of issuance of its Disqualified Equity Interests or Debt to the extent since converted into Qualified Equity Interests of the Company, determined in accordance with ‎Section 4.07(a)(iv)(B); provided that the aggregate principal amount of Debt of Foreign Restricted Subsidiaries that may be incurred by all Foreign Restricted Subsidiaries pursuant to Guarantees this Section 4.06(b)‎(xvii), shall not at any time outstanding exceed the sum of such Credit Facilitiesaggregate net cash proceeds received by Foreign Restricted Subsidiaries (other than from a Subsidiary) so long after the Issue Date as a capital contribution from the issuance and sale by the Company of its Qualified Equity Interests; (xviii) other Debt of the Company or any Restricted Subsidiary in an aggregate principal amount for all Debt under this Section 4.06(b)‎(xviii) at any time outstanding not to exceed the greater of such Credit Facilities$25.0 million and 1.75% of Consolidated Net Tangible Assets of the Company and its Restricted Subsidiaries after giving pro forma effect to the Incurrence and the receipt and application of the proceeds therefrom; and (xix) Debt in respect of (x) self-insurance and obligations in respect of performance, including bid, appeal and surety bonds and completion guarantees and similar obligations provided by the Existing Letter Company or any Restricted Subsidiary in the ordinary course of Credit Facilitybusiness, does not exceed $250,000,000 (subject to reduction as provided in clause y) deferred compensation or other similar arrangements incurred by the Company or any of its Restricted Subsidiaries and (z) belowthe financing of insurance premiums. (c) For purposes of determining compliance with this ‎Section 4.06, in the event that an item of Debt or any portion thereof meets the criteria of more than one of the categories of Permitted Debt described in Sections 4.06‎(b)‎(i) through ‎(b)(xix), or is entitled to be incurred pursuant to Section 4.06‎(a), the Company will be permitted, in its sole discretion, to classify all or a portion of such item of Debt on the date of its incurrence, and later reclassify all or a portion of such item of Debt, in any manner that complies with this covenant (based on the circumstances at the time of such reclassification) and such item of debt or portion thereof will be treated as having been incurred pursuant to only the clause or clauses designated by the Company. (d) Notwithstanding anything to the contrary in this ‎Section 4.06, the maximum amount of Debt that the Company and its Restricted Subsidiaries may Incur pursuant to this ‎Section 4.06 shall not be deemed to be exceeded, with respect to any one time outstandingoutstanding Debt, provided that:solely as a result of fluctuations in the exchange rate of currencies. (e) Notwithstanding anything to the contrary in this ‎Xxxxxxx 0.00, Xxxxxxx Xxxxxxxxxxx I Ltd. will not Incur any Debt other than Debt Incurred pursuant to Section 4.06(b)(iii) above.

Limitation on Debt and Disqualified or Preferred Stock. (a) The Company: (1i) will not, and will not permit any of its Restricted Subsidiaries to, Incur any Debt (including Acquired Debt); and (2ii) will not, and will not permit any Restricted Subsidiary to, Incur any Disqualified Stock Stock, and will not permit any of its Restricted Subsidiaries that are not Guarantors to Incur any Preferred Stock (other than Disqualified Stock or Preferred Stock of Restricted Subsidiaries held by the Company and/or or a Restricted Subsidiary that is a GuarantorSubsidiary, so long as it is so held); provided that the Company may Incur, and may permit or any Guarantor to Incur, may Incur Debt (including Acquired Debt) and the Company or any Guarantor may Incur Disqualified Stock, Stock and any Guarantor may Incur Preferred Stock if, on the date of the Incurrence, after giving effect to the Incurrence and the receipt and application of the proceeds therefrom, (x) the Fixed Charge Coverage Ratio is not less than 2.25 to 1.0 and (y) the Senior Debt to Consolidated Cash Flow Ratio does not exceed 3.50 to 1.02.0:1.0. (b) Notwithstanding the foregoing, the Company and, to the extent provided below, any Restricted Subsidiary may Incur any of the following (“Permitted Debt”): (1i) (A) Debt of the Company or any Restricted Subsidiary pursuant to Credit Facilities (“Permitted Credit Facility Debt”); provided that the aggregate principal amount of such Debt at any time outstanding shall not exceed (x) the greater of (i) $500,000,000 minus any amount of such Debt permanently repaid under Section 4.09(a)(iii)(A)(1) and (ii) the Borrowing Base Amount minus (y) the amount of any Permitted Receivables Financing outstanding, and (B) Guarantees of such Debt by the Company or any Restricted Subsidiary; (ii) Debt of the Company or any Restricted Subsidiary (other than a Securitization Subsidiary) to the Company or any Restricted Subsidiary so long as such Debt continues to be owed to the Company or a Restricted Subsidiary and which, if the obligor is the Company or a Guarantor and the obligee is not the Company or a Guarantor, is subordinated in right of payment to the notes (it being understood that such subordination need not include payment blockage rights prior to an insolvency or bankruptcy); (iii) Debt of the Company pursuant to the Notes (other than Additional Notes) and Debt of any Guarantor pursuant to a Note Guaranty of the Notes (including Additional Notes); (iv) Debt (“Permitted Refinancing Debt”) constituting an extension or renewal of, replacement of or substitution for, or issued in exchange for, or the net proceeds of which are used to repay, redeem, repurchase, refinance or refund, including by way of defeasance (all of the above, for purposes of this clause, “refinance”) then outstanding Debt, in whole or in part, in an amount not to exceed the principal amount and accrued interest of the Debt under so refinanced, plus premiums, commissions, costs, fees and expenses; provided that: (A) in case the Credit Agreement Debt to be refinanced is subordinated in right of payment to the Notes, the new Debt, by its terms or by the terms of any agreement or instrument pursuant to which it is outstanding, is expressly made subordinate in right of payment to the Notes at least to the extent that the Debt to be refinanced is subordinated to the Notes, (B) the new Debt does not have a Stated Maturity prior to the Stated Maturity of the Debt to be refinanced and the Average Life of the new Debt is at least equal to the remaining Average Life of the Debt to be refinanced, (C) in respect of Trade Obligations or Performance Obligations) no event may Debt of the Company or any Guarantor be refinanced pursuant to Credit Facilities this clause by means of any Debt of any Restricted Subsidiary that is not a Guarantor unless such Restricted Subsidiary was an obligor on the Debt being refinanced, and (D) Debt Incurred pursuant to clauses (i), (ii), (v), (vi) and (x) through (xix) may not be refinanced pursuant to this clause; (v) Hedging Agreements of the Company or any Restricted Subsidiary entered into in the ordinary course of business for the purpose of limiting risks associated with the business of the Company and its Restricted Subsidiaries and not for speculation; (vi) Debt of the Company or any Restricted Subsidiary with respect to letters of credit, bank guarantees, and bankers’ acceptances issued in the ordinary course of business, including letters of credit supporting performance, surety or appeal bonds, and indemnification, adjustment of purchase price (including earn-outs) or similar obligations incurred in connection with the acquisition or disposition of any stock, business or assets; (vii) (i) Acquired Debt; provided that after giving effect to the Incurrence thereof, (x) the Company could Incur at least $1.00 of Debt under the proviso set forth in paragraph (a) above or (y) the Fixed Charge Coverage Ratio would not be less than the Fixed Charge Coverage Ratio immediately prior to such Incurrence and (ii) other Acquired Debt in an aggregate principal amount not to exceed $25,000,000 at any time outstanding less the aggregate outstanding amount of Permitted Refinancing Debt Incurred to refinance Debt Incurred pursuant to this clause (ii); (viii) Debt of the Company or any Restricted Subsidiary outstanding on the Issue Date (and, for purposes of clause (iv)(D) of this Section 4.06(b), not otherwise constituting Permitted Debt); (ix) Debt of the Company or any Restricted Subsidiary, which may include Capital Leases, Incurred on or after the Issue Date no later than 365 days after the date of purchase or completion of construction or improvement of property for the purpose of financing or refinancing all or any part of the purchase price or cost of construction or improvement, provided that the principal amount of any Debt Incurred pursuant to this clause may not exceed (A) $200,000,000 less (B) the aggregate outstanding amount of Permitted Refinancing Debt Incurred to refinance Debt Incurred pursuant to this clause; (x) Debt of any Restricted Subsidiary organized under the laws of, or substantially all of the business of which is conducted in, the People’s Republic of China in an aggregate amount not to exceed $200,000,000 at any time outstanding; (xi) Debt of Kodak International Finance Limited, a company organized and existing under the laws of England, Incurred to finance its short term working capital needs, in an aggregate amount not to exceed $100,000,000 at any time outstanding; (xii) Debt of the Company or any Restricted Subsidiary consisting of Guarantees of Debt of the Company or any Restricted Subsidiary Incurred under any other clause of this Section 4.06; (xiii) Debt consisting of Guarantees of amounts owing by customers of the Company and its Subsidiaries under equipment and vendor financing programs in an aggregate amount not to exceed $75,000,000 at any time outstanding; (xiv) Debt of any Foreign Restricted Subsidiary in an aggregate principal amount not to exceed $75,000,000 at any time outstanding; (xv) any Permitted Receivables Financing in an aggregate principal amount at any time outstanding not to exceed (A) the greater of (1) $500,000,000 and (2) the Borrowing Base Amount minus (B) the amount of Debt Incurred under clause (i) outstanding at such Credit Facilitiestime; (xvi) Debt of the Company or any Guarantor Incurred on or after the Issue Date not otherwise permitted in an aggregate principal amount not to exceed $50,000,000 at any time outstanding; (xvii) Debt consisting of Guarantees of obligations (other than Debt) of suppliers, licensors or franchisees in the ordinary course of business; (xviii) Debt of the Company or a Restricted Subsidiary to the extent the net proceeds thereof are promptly deposited to defease or discharge the Notes as set forth under Article 10; and (xix) Debt of the Company or a Restricted Subsidiary consisting of Guarantees in respect of obligations of joint ventures as to which the Company or a Restricted Subsidiary is a joint venture partner; provided that the aggregate principal amount of Debt incurred pursuant to this clause (xix) shall not exceed $100,000,000 outstanding at any time. (c) Notwithstanding any other provision of this Section 4.06, for purposes of determining compliance with this Section 4.06, increases in Debt solely due to fluctuations in the exchange rates of currencies will not be deemed to exceed the maximum amount that the Company or a Restricted Subsidiary may Incur under this Section 4.06. For purposes of determining compliance with any U.S. dollar-denominated restriction on the Incurrence of Debt, the U.S. dollar-equivalent principal amount of Debt denominated in a foreign currency shall be calculated based on the relevant currency exchange rate in effect on the date such Debt was Incurred; provided that if such Debt is Incurred to refinance other Debt denominated in a foreign currency, and such refinancing would cause the applicable U.S. dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing, such U.S. dollar-denominated restriction shall be deemed not to have been exceeded so long as the aggregate principal amount of such Credit Facilities, including the Existing Letter of Credit Facility, refinancing Debt does not exceed $250,000,000 the principal amount of such Debt being refinanced. The principal amount of any Debt Incurred to refinance other Debt, if Incurred in a different currency from the Debt being refinanced, shall be calculated based on the currency exchange rate applicable to the currencies in which such respective Debt is denominated that is in effect on the date of such refinancing. (subject d) In the event that an item of Debt meets the criteria of more than one of the types of Debt described in this Section 4.06, the Company, in its sole discretion, will classify items of Debt and will only be required to reduction as include the amount and type of such Debt in one of such clauses and the Company will be entitled to divide and classify an item of Debt in more than one of the types of Debt described in this Section 4.06, and may change the classification of an item of Debt (or any portion thereof) to any other type of Debt described in this Section 4.06 at any time; provided in that Debt under the Credit Agreement outstanding on the Issue Date shall be deemed at all times to be incurred under clause (zb)(i) belowof this Section 4.06. For purposes of determining any particular amount of Debt described in this Section 4.06, Guarantees, liens or obligations, in each case, in support of letters of credit supporting Debt shall not be included to the extent such letters of credit are included in the amount of Debt. (e) at Accrual of interest or dividends, the accretion of accreted value, the accretion or amortization of original issue discount and the payment of interest or dividends in the form of additional Debt of the same class will not be deemed to be an Incurrence of Debt for purposes of this Section 4.06 but will be included in subsequent calculations of the amount of outstanding Debt for purposes of Incurring future Debt. (f) Neither the Company nor any one time outstandingGuarantor may Incur any Debt that is subordinate in right of payment to other Debt of the Company or the Guarantor unless such Debt is also subordinate in right of payment to the Notes or the relevant Note Guaranty, provided that:as the case may be, to the extent and in the same manner as such Debt is subordinated to other Debt. This does not apply to distinctions between categories of Debt that exist by reason of any Liens or Guarantees securing or in favor of some but not all of such Debt otherwise permitted hereunder. For purposes of this Indenture (i) unsecured Debt shall not be deemed subordinated or junior to secured Debt merely because it is unsecured and (ii) senior Debt shall not be deemed subordinated or junior to any other senior Debt merely because it has a junior priority with respect to the same collateral.

Limitation on Debt and Disqualified or Preferred Stock. (a) The Company: (1) will not, and will not permit any of its Restricted Subsidiaries to, Incur any Debt (including Acquired Debt); and (2) will not, and will not permit any Restricted Subsidiary to, Incur any Disqualified Stock Equity Interests, and will not permit any of its Restricted Subsidiaries that are not Guarantors to Incur any Preferred Stock (other than Disqualified Equity Interests or Preferred Stock of Restricted Subsidiaries that is either (a) held by the Company and/or or a Wholly Owned Restricted Subsidiary, so long as it is so held or (b) Preferred Stock (other than Disqualified Equity Interests) Incurred by a Restricted Subsidiary that is a Guarantor, so long as it is held); provided that the Company or any Restricted Subsidiary may IncurIncur Debt, Disqualified Equity Interests and may permit any Guarantor to Incur, Debt (including Acquired Debt) or Disqualified Stock, Preferred Stock if, on the date of the Incurrence, after giving effect to the Incurrence and the receipt and application of the proceeds therefrom, (x) the Fixed Charge Coverage Ratio of the Company and its Restricted Subsidiaries on a consolidated basis is not less than 2.25 to 1.0 and (y) the Senior Debt to Consolidated Cash Flow Ratio does not exceed 3.50 2.0 to 1.0; provided, further, that Restricted Subsidiaries that are not Guarantors may not Incur Debt, Disqualified Equity Interests or Preferred Stock if, after giving pro forma effect to such Incurrence (including a pro forma application of the net proceeds therefrom), more than, together with any Debt or Disqualified Equity Interests or Preferred Stock of Restricted Subsidiaries that are not Guarantors Incurred pursuant to clause (b)(16) below, an aggregate of the greater $50,000,000 and 3.0% of Total Assets in principal amount and liquidation preference of Debt or Disqualified Equity Interests or Preferred Stock of Restricted Subsidiaries that are not Guarantors would be outstanding pursuant to this paragraph (together with Permitted Refinancing Debt in respect thereof). (b) Notwithstanding the foregoing, the Company and, to the extent provided below, any Restricted Subsidiary may Incur any of the following (“Permitted Debt”): (1) Debt and letters of credit (including Debt under the Credit Agreement and in reimbursement obligations with respect of Trade Obligations or Performance Obligationsthereto) of the Company or a Guarantor pursuant to the Credit Facilities; provided that the aggregate principal amount at any time outstanding does not exceed $1,050,000,000 (with letters of credit being deemed to have a principal amount equal to the face amount thereof), less any amount of such Debt repaid or a corresponding commitment reduced to the extent required under Section 4.13; (2) Debt of the Company owing to any Restricted Subsidiary or Debt of any Restricted Subsidiary owing to the Company or any other Restricted Subsidiary, in each case, so long as such Debt continues to be owed to the Company or a Restricted Subsidiary, as the case may be; provided that if the obligor is the Company or a Guarantor, such Debt is subordinated in right of payment to the Notes and the Note Guarantees, as applicable; (3) Debt of the Company pursuant to the Notes (other than Additional Notes) and Debt of any Guarantor pursuant to Credit Facilities a Note Guarantee (and including a Note Guarantee with respect to additional Notes otherwise Incurred in accordance with the terms of Restricted Subsidiaries pursuant this Indenture); (4) Debt (“Permitted Refinancing Debt”) constituting an extension or renewal of, replacement of, or substitution for, or issued in exchange for, or the net proceeds of which are used to Guarantees repay, redeem, repurchase, refinance or refund, including by way of such Credit Facilities) so long as defeasance or discharge (all of the aggregate above, for purposes of this clause, “refinance”), then outstanding Debt Incurred thereafter in compliance with this Indenture in an amount not to exceed the principal amount of such Credit Facilitiesthe Debt so refinanced, including the Existing Letter of Credit Facilityplus premiums, does not exceed $250,000,000 (subject to reduction as provided in clause (z) below) at any one time outstanding, fees and expenses; provided that: (A) in case the Debt to be refinanced is subordinated in right of payment to the Notes or the Note Guarantees, as applicable, such Permitted Refinancing Debt, by its terms or by the terms of any agreement or instrument pursuant to which it is outstanding, is expressly made subordinate in right of payment to the Notes or the Note Guarantees, as applicable, at least to the extent that the Debt to be refinanced is subordinated to the Notes or the Note Guarantees, as applicable; (B) such Permitted Refinancing Debt does not have a Stated Maturity prior to the Stated Maturity of the Debt to be refinanced, and the Average Life of such Permitted Refinancing Debt is at least equal to the remaining Average Life of the Debt to be refinanced; (C) in no event shall such Permitted Refinancing Debt include (i) Debt of a Subsidiary of the Company that is not a Guarantor that refinances Debt of the Company or a Guarantor or (ii) Debt of the Company or a Restricted Subsidiary that refinances Debt of an Unrestricted Subsidiary; and

Limitation on Debt and Disqualified or Preferred Stock. (a) The Company: (1) will not, and will not permit any of its Restricted Subsidiaries to, Incur any Debt (including Acquired Debt); and (2) will not, and will not permit any Restricted Subsidiary to, Incur any Disqualified Stock Stock, and will not permit any of its Restricted Subsidiaries that are not Guarantors to Incur any Preferred Stock (other than Disqualified or Preferred Stock of Restricted Subsidiaries held by the Company and/or or a Wholly Owned Restricted Subsidiary that is a GuarantorSubsidiary, so long as it is so held); provided that the Company may Incur, and may permit or any Guarantor to Incur, may Incur Debt (including Acquired Debt) or Disqualified Stock, Stock and any Restricted Subsidiary may Incur Eligible Debt if, on the date of the Incurrence, after giving effect to the Incurrence and the receipt and application of the proceeds therefrom, (x) the Fixed Charge Coverage Ratio is not less than 2.25 (x) 2.0 to 1.0 and 1, if such Debt or Disqualified Stock is incurred before November 19, 2003 or (y) the Senior 2.25 to 1, if such Debt to Consolidated Cash Flow Ratio does not exceed 3.50 to 1.0or Disqualified Stock is incurred on or after November 19, 2003. (b) Notwithstanding the foregoing, the Company and, to the extent provided below, any Restricted Subsidiary may Incur any of the following (“"Permitted Debt”"): (1) (x) Debt (including of the Company or any Restricted Subsidiary pursuant to the Credit Agreement; provided that the aggregate principal amount at any time outstanding under the Credit Agreement does not exceed $250.0 million, less the aggregate amount of all principal payments made from time to time after the Issue Date in respect of Debt under the Credit Agreement (but, in the case of Debt under a revolving credit facility, only to the extent the commitment thereunder is reduced in connection therewith) other than principal payments made from the proceeds of any Incurrence of Debt refinancing thereof, and in respect (y) Guarantees of Trade Obligations or Performance Obligationssuch Debt by such Persons; (2) Debt of the Company or any Restricted Subsidiary ("inter- company debt") to the Company or any Wholly Owned Restricted Subsidiary so long as such Debt continues to be owed to the Company or a Wholly Owned Restricted Subsidiary and which, if the obligor is the Company or a Guarantor, is subordinated in right of payment to the Notes (unless (a) the inter-company debt was funded with proceeds of Debt (other than Subordinated Debt) borrowed by the obligee from a Person that is not an Affiliate of the Company (the "third-party lender"), which Debt was permitted to be incurred under any other provision of this covenant and (b) the obligor of the inter-company debt would have been permitted to Guarantee the Debt owed to the third-party lender pursuant to another provision of this covenant, in which case such Debt need not be subordinated in right of payment to the Notes); (3) Debt of the Company pursuant to the Notes (other than Additional Notes) and Debt of any Guarantor pursuant to Credit Facilities a Note Guaranty of the Notes (and of Restricted Subsidiaries pursuant to Guarantees of such Credit Facilities) so long as the aggregate amount of such Credit Facilities, including the Existing Letter of Credit Facility, does not exceed $250,000,000 (subject to reduction as provided in clause (z) below) at any one time outstanding, provided that:Additional Notes);

Limitation on Debt and Disqualified or Preferred Stock. (a) The CompanyIssuer: (1) will not, and will not permit any of its Restricted Subsidiaries Subsidiary to, Incur any Debt (including Acquired Debt)Non-Funding Indebtedness; and (2) will not, and will not permit any Restricted Subsidiary to, Incur any Disqualified Stock Stock, and will not permit any of its Restricted Subsidiaries that are is not Guarantors a Guarantor to Incur any Preferred Stock (other than Disqualified or Preferred Stock of Restricted Subsidiaries held by the Company and/or Issuer or a Restricted Subsidiary that is a GuarantorSubsidiary, so long as it is so held); provided provided, that the Company Issuer or any Restricted Subsidiary may Incur, and may permit any Guarantor to Incur, Debt (including Acquired Debt) Incur Non-Funding Indebtedness or Disqualified Stock, Stock and any Restricted Subsidiary may Incur Preferred Stock if, on the date of the Incurrence, after giving effect to the Incurrence and the receipt and application of the proceeds therefromtherefrom as if the same had occurred at the beginning of the most recently ended fiscal quarter of the Issuer for which internal financial statements are available, either (x) the Fixed Charge Coverage Ratio is not no less than 2.25 3.0 to 1.0 and or (y) the Senior Debt to Consolidated Cash Flow Debt-to-Equity Ratio does not exceed 3.50 2.0 to 1.0. (b) Notwithstanding the foregoing, the Company Issuer and, to the extent provided below, any Restricted Subsidiary may Incur any of the following (“Permitted Debt”): (1) Debt of the Issuer and any Restricted Subsidiary under any Credit Facilities in an aggregate principal amount at any one time outstanding not to exceed the greater of (A) $260.0 million and (B) 7.0% of Net Consolidated Total Assets; (2) Debt owed to and held by the Issuer or any Restricted Subsidiary so long as such Debt continues to be owed to the Issuer or a Restricted Subsidiary and which, if the obligor is the Issuer or a Guarantor, is subordinated in right of payment to the Notes upon bankruptcy, insolvency or similar event; (3) Debt pursuant to the Notes and Note Guarantees (other than Additional Notes); (4) Debt (“Permitted Refinancing Debt”) constituting an extension or renewal of, replacement of, or substitution for, or issued or Incurred in exchange for, or the net proceeds of which are used to repay, prepay, defease, retire, redeem, repurchase, extend, refinance or refund, including by way of any defeasance or discharge mechanism (all of the above, for purposes of this clause, “refinance”) in whole or in part then outstanding Debt in an amount (after deduction of any original issue discount) not to exceed the principal amount of the Debt so refinanced, plus premiums, defeasance costs, tender premiums, accrued interest, fees and expenses including Debt that refinances Permitted Refinancing Debt; provided that: (A) in case the Debt (and any guarantees in respect thereof) to be refinanced is Subordinated Debt, the new Debt (and the corresponding guarantees in respect thereof), by its terms or by the terms of any agreement or instrument pursuant to which it is outstanding, is expressly made subordinate in right of payment to the Notes and the Note Guarantees at least to the extent that the Debt to be refinanced is subordinated to the Notes and the Note Guarantees; (B) (i) the new Debt does not have a Stated Maturity prior to (x) the Stated Maturity of the Debt to be refinanced or (y) 91 days following the maturity of the Notes, and (ii) the Average Life of the new Debt is at least equal to the remaining Average Life of the Debt to be refinanced; (C) in no event may Debt of the Issuer or any Guarantor be refinanced pursuant to this clause by means of any Debt of any Restricted Subsidiary that is not a Guarantor or Debt of the Issuer or any Restricted Subsidiary be refinanced pursuant to this clause by means of any Debt of any Unrestricted Subsidiary; and (D) Debt Incurred pursuant to clauses (1), (2), (5), (6), (10), (11), (14) (to the extent such Debt continues to be Non-Recourse Debt), (15), (16) and (18) through (25) of this Section 4.06(b) may not be refinanced pursuant to this clause but shall instead be refinanced pursuant to Debt incurred under such clauses or another clause hereunder; (5) Debt Incurred under a Regulatory Debt Facility; (6) Debt of the Credit Agreement Issuer or any Restricted Subsidiary with respect to (i) performance, bid, appeal, customs or surety bonds and completion guarantees in the ordinary course of business or in connection with judgments that do not result in an Event of Default, obligations in respect of Trade Obligations any workers’ compensation claims, early retirement or Performance Obligations) termination obligations, deferred compensatory or employee or director equity plans, pension fund obligations or contributions or similar claims, obligations or contributions or social security or wage taxes, payment obligations in connection with self-insurance, or similar requirements, including letters of credit and bankers’ acceptances supporting any of the Company foregoing or anything else that is not Debt, or supporting any of the following items in clauses (ii) or (iii), (ii) financing insurance premiums or (iii) indemnification, adjustment of purchase price or similar obligations incurred in connection with the acquisition or disposition of any business or assets; (i) Debt Incurred or issued by the Issuer or any Guarantor Restricted Subsidiary in connection with an acquisition or other purchase of assets (including Financeable Assets) by the Issuer, any Restricted Subsidiary or any Parent Entity or (ii) Acquired Debt; provided that, in each case, any assets acquired or purchased pursuant to Credit Facilities this Section 4.06(b)(7) are contributed to (or, in the case of Persons, merged into or amalgamated with) the Issuer or any Restricted Subsidiary; and provided, further, that after giving effect to such acquisition, merger, amalgamation or consolidation or other purchase of Restricted Subsidiaries pursuant to Guarantees of such Credit Facilitiesassets, (1) so long as the aggregate amount of such Credit FacilitiesDebt incurred pursuant to this Section 4.06(b)(7), including together with the Existing Letter aggregate principal amount of Credit Facilityany outstanding Permitted Refinancing Debt in respect thereof, does not exceed the greater of (x) $250,000,000 130.0 million and (subject y) 3.5% of Net Consolidated Total Assets or (2) either the Issuer (x) could Incur at least $1.00 of additional Debt under Section 4.06(a) or (y) has a Debt-to-Equity Ratio equal to reduction as provided in clause or better than the Debt-to-Equity Ratio of the Issuer immediately prior to such transaction or (z) below) has a Fixed Charge Coverage Ratio no less than the Fixed Charge Coverage Ratio of the Issuer immediately prior to such transaction; (8) Debt of the Issuer or any Restricted Subsidiary pursuant to agreements outstanding on the Issue Date in an aggregate principal amount at any one time outstandingoutstanding not to exceed the maximum amount available under each such agreement as in effect on the Issue Date (and, for purposes of clause (4)(D) of this Section 4.06(b), not otherwise constituting Permitted Debt, it being understood that Debt otherwise constituting Permitted Debt pursuant to another clause of this Section 4.06(b) shall be incurred thereunder); (9) Debt (including Capital Leases) Incurred to finance the purchase, lease, expansion, construction, development, installation, replacement, relocation, renewal, maintenance, upgrade, repair or improvement of property, equipment or any other asset (whether in the nature of real property or personal property, including, but not limited to, assets consisting of Financeable Assets, mortgage related securities or derivatives, consumer receivables, and other similar assets (or any interests in any of the foregoing)) by the Issuer or any Restricted Subsidiary (including the acquisition or purchase of any assets though the acquisition of any Person that becomes a Restricted Subsidiary or by the merger of a Person with or into the Issuer or any Restricted Subsidiary) which Debt is Incurred on or after the Issue Date and no later than 365 days after the date of completion of the purchase, lease, expansion, construction, development, installation, replacement, relocation, renewal, maintenance, upgrade, repair or improvement of such assets; provided that:that the amount of such Debt does not exceed the Fair Market Value on the date that such Debt is incurred of the assets or property developed, constructed, purchased, leased, repaired, maintained, expanded, replaced, upgraded, installed or improved with the proceeds of such Debt; (10) to the extent otherwise constituting Debt, Debt deemed to exist as a result of Standard Securitization Undertakings or Credit Enhancement Agreements; (11) Debt of the Issuer or any Restricted Subsidiary consisting of Guarantees of Debt or other Obligations of the Issuer or any Restricted Subsidiary Incurred under any other clause of this Section 4.06 or Guarantees of Funding Indebtedness; (12) Debt of the Issuer or any Restricted Subsidiary Incurred on or after the Issue Date not otherwise permitted in an aggregate principal amount at any time outstanding not to exceed (a) the greater of (x) $130.0 million and (y) 3.5% of Net Consolidated Total Assets less (b) the aggregate outstanding amount of Permitted Refinancing Debt Incurred to refinance Debt Incurred pursuant to this clause; (13) Debt or Disqualified Stock of the Issuer or any Restricted Subsidiary in an aggregate principal amount or liquidation preference up to 200% of the net cash proceeds and the fair market value, as determined in good faith by an Officer, of marketable securities or other property received by the Issuer since the Issue Date from any Equity Offering or cash contributed to the capital of the Issuer to the extent that such net cash proceeds has not been applied to permitted payments under Section 4.07 (such contributed equity, “Capital Stock Proceeds”);

Limitation on Debt and Disqualified or Preferred Stock. (a) The Company: (1i) will not, and will not permit any of its Restricted Subsidiaries to, Incur any Debt (including Acquired Debt); and (2ii) will not, and will not permit any Restricted Subsidiary to, Incur any Disqualified Stock and will not Stock, or permit any of its Restricted Subsidiaries that are not Guarantors to Incur any Preferred Stock (other than Disqualified or Preferred Stock of Restricted Subsidiaries held by the Company and/or or a Wholly-Owned Restricted Subsidiary that is a GuarantorSubsidiary, so long as it is so held); provided that the Company may Incur, and may permit or any Guarantor to Incur, may Incur Debt (including Acquired Debt) and the Company or any Guarantor may Incur Disqualified Stock, Stock if, on the date of the Incurrence, after giving effect to the Incurrence and the receipt and application of the proceeds therefrom, (x) the Fixed Charge Coverage Ratio is not less than 2.25 2.0 to 1.0 and (y) the Senior Debt to Consolidated Cash Flow Ratio does not exceed 3.50 to 1.01. (b) Notwithstanding the foregoing, the Company and, to the extent provided below, any Restricted Subsidiary may Incur any of the following (“Permitted Debt”): (1i) Debt of the Company and any Restricted Subsidiary pursuant to the Credit Agreement, and Guarantees of such Debt by the Company or any Restricted Subsidiary; provided that the aggregate principal amount at any time outstanding under the Credit Agreement does not exceed the greater of (including A) $100.0 million, less the aggregate amount of all such Debt under the Credit Agreement permanently repaid pursuant to payments thereof in accordance with Section 4.13(c)(i) and (B) the sum of the amounts equal to (x) 85% of the book value of the accounts receivable of the Company and its consolidated Restricted Subsidiaries and (y) 65% of the book value of the inventory of the Company and its consolidated Restricted Subsidiaries (but excluding any accounts receivable and inventory that are ineligible at such time for inclusion in respect the calculation of Trade Obligations a borrowing base or Performance Obligationssimilar borrowing limit (if any) under the Credit Agreement), in each case as of the most recently ended fiscal quarter of the Company for which financial statements have been provided (or, if not timely provided, required to be provided) pursuant to Section 4.17. (ii) Debt of the Company or any Restricted Subsidiary to the Company or any Wholly Owned Restricted Subsidiary so long as such Debt continues to be owed to the Company or a Wholly Owned Restricted Subsidiary and which is, if the obligor is the Company or a Guarantor and the obligee is not the Company or a Guarantor, subordinated in right of payment to the Notes, except for such Debt that was Incurred after the 7.5 % Notes Issue Date to refinance Debt of Grundartangi that was owed to a third party and is outstanding on the Issue Date (which Debt shall be deemed to have been incurred under clause (viii) below); (iii) Debt of the Company pursuant to the Notes and Debt of any Guarantor pursuant to Credit Facilities a Note Guaranty; (iv) Debt of the Company or any Restricted Subsidiary (“Permitted Refinancing Debt”) constituting an extension or renewal of, replacement of, or substitution for, or issued in exchange for, or the net proceeds of which are used to repay, redeem, repurchase, refinance or refund, including by way of defeasance, (all of the above, for purposes of this clause, “refinance”) then outstanding Debt of the Company or any Restricted Subsidiary in an amount not to exceed the principal amount of the Debt so refinanced, plus premiums, fees and expenses; provided that (i) in case the Debt to be refinanced is subordinated in right of payment to the Notes, the new Debt, by its terms or by the terms of any agreement or instrument pursuant to which it is outstanding, is expressly made subordinate in right of payment to the Notes at least to the extent that the Debt to be refinanced is subordinated to the Notes and (ii) in case the Debt to be refinanced was Incurred under clause (xiv) below, the new Debt is Unsecured Debt, (B) the new Debt does not have a Stated Maturity prior to the Stated Maturity of the Debt to be refinanced, and the Average Life of the new Debt is at least equal to the remaining Average Life of the Debt to be refinanced, (C) in no event may Debt of the Company be refinanced pursuant to this clause by means of any Debt of any Restricted Subsidiary that is not a Guarantor and in no event may Debt of a Guarantor be refinanced pursuant to this clause by means of any Debt of any Restricted Subsidiary that is not a Guarantor, and (D) Debt Incurred pursuant to clauses (i), (ii), (v), (vi), (ix), (x)(c), (xii) and (xv) of this Section 4.06(b) may not be refinanced pursuant to this clause; (v) Hedging Agreements of the Company or any Restricted Subsidiary entered into in the ordinary course of business for the purpose of limiting risks associated with the business of the Company and its Restricted Subsidiaries and not for speculation; (vi) Debt of the Company or any Restricted Subsidiary with respect to letters of credit and bankers’ acceptances issued in the ordinary course of business and not supporting Debt, including letters of credit supporting performance, surety or appeal bonds or indemnification, adjustment of purchase price or similar obligations incurred in connection with the disposition of any business or assets; provided that the maximum liability in connection with any disposition shall not exceed the gross proceeds actually received by the Company or that Restricted Subsidiary in connection with the disposition; (vii) Acquired Debt, provided that after giving effect to the Incurrence thereof, the Company could Incur at least $1.00 of Debt under Section 4.06(a); (viii) Debt of the Company or any Restricted Subsidiary outstanding on the Issue Date (and, for purposes of clause (iv) (D), not constituting Permitted Debt under clauses (i), (ii), (v), (vi), (ix) or (xii)); (ix) Guarantees by the Company or any Guarantor of any Debt of the Company or any Restricted Subsidiary permitted to be incurred under any other clause of this Section 4.06; (x) Debt of Grundartangi and any of its Restricted Subsidiaries (a) incurred to finance the expansion of the Grundartangi primary aluminum reduction facility in an aggregate principal amount at any time outstanding not to exceed (i) $160.0 million less (ii) the aggregate outstanding principal amount of Permitted Refinancing Debt Incurred to refinance such Debt, (b) incurred to refinance Debt of Grundartangi outstanding on the 7.5% Notes Issue Date or (c) incurred pursuant to Guarantees a revolving credit facility to finance working capital needs of Grundartangi, in an aggregate principal amount at any time outstanding not to exceed $25.0 million, and any Guarantee of any such Debt incurred under (a), (b) or (c) of this clause (x) by any Nordural Holding Company; provided that such Debt may only be incurred if (i) such Debt is not Guaranteed by the Company or any other Restricted Subsidiary of the Company (other than any Nordural Holding Companies) unless Grundartangi is not subject to any restrictions or encumbrances set forth in clause (a)(i) of Section 4.09 (other than those permitted by clause (b)(ii) thereof), in which case such Debt may be so Guaranteed (to the extent such Guarantee is otherwise permitted to be Incurred under this covenant) and (ii) unless such Debt is permitted to be Guaranteed by the Company pursuant to clause (i), the lenders thereof have agreed or have been notified in writing that they will not have any recourse to the stock or assets of the Company or any other Restricted Subsidiary (other than any Nordural Holding Company); (xi) (a) Debt (including Guarantees) of any Foreign Restricted Subsidiary; provided that, on the date of the Incurrence, after giving effect to the Incurrence and the receipt and application of the proceeds therefrom, (i) the Fixed Charge Coverage Ratio of the Company and its Restricted Subsidiaries, and the Fixed Charge Coverage Ratio of such Credit FacilitiesForeign Restricted Subsidiary and its Restricted Subsidiaries (calculated in accordance with the definition thereof as if each reference to the Company was a reference to such subsidiary and each reference to the Company’s Restricted Subsidiaries is a reference to such subsidiary’s Subsidiaries that are Restricted Subsidiaries), is not less than 2.0 to 1, in the case of the Company and its Restricted Subsidiaries, and 2.5 to 1, in the case of the Foreign Restricted Subsidiary and its Restricted Subsidiaries and (ii) so long as the aggregate principal amount of such Credit Facilities, including Debt of the Existing Letter of Credit Facility, Company’s Foreign Restricted Subsidiaries at the time outstanding does not exceed $250,000,000 50% of the Total Assets of the Company’s Foreign Restricted Subsidiaries as of the date of Incurrence and (subject to reduction as provided in b) any Guarantee of such Debt (i) constituting a Limited Recourse Parent Guaranty or (ii) by any Foreign Restricted Subsidiary that is a Subsidiary of the Person Incurring such Debt under this clause (zxi); (xii) belowDebt of the Company or any Restricted Subsidiary consisting of the deferred purchase price for power pursuant to any provision in a power contract that permits payment of a portion thereof to be deferred; (xiii) Debt of any Foreign Restricted Subsidiaries incurred to finance expansion or improvement of the Grundartangi plant, together with any Permitted Refinancing Debt in connection therewith, not to exceed $125 million in the aggregate; provided that such Debt may only be incurred if such Debt is not guaranteed by, and non-recourse to, the Company or any Guarantor; (xiv) Unsecured Indebtedness; provided that the aggregate principal amount of all Debt Incurred under this clause (xiv), together with any Permitted Refinancing Debt in connection therewith, at any time outstanding shall not exceed $500.0 million; and (xv) other Debt of the Company or any Restricted Subsidiary in an aggregate principal amount for all Debt under this clause (xv) at any time outstanding not to exceed $25.0 million. (c) For purposes of determining compliance with Section 4.06, in the event that an item of Debt or any portion thereof meets the criteria of more than one time outstandingof the categories of Permitted Debt described in clauses (b)(i) through (xv) above, provided that:or is entitled to be incurred pursuant to clause (a), the Company shall, in its sole discretion, classify such item of Debt or any portion thereof in any manner that complies with this covenant and such item of debt or portion thereof will be treated as having been incurred pursuant to only the clause or clauses designated by the Company. (d) Notwithstanding anything to the contrary in this Section 4.06, the maximum amount of Debt that the Company and its Restricted Subsidiaries may Incur pursuant to this Section 4.06 shall not be deemed to be exceeded, with respect to any outstanding Debt, solely as a result of fluctuations in the exchange rate of currencies.

Limitation on Debt and Disqualified or Preferred Stock. (a) The Company:Issuer (1) will not, and will not permit any of its Restricted Subsidiaries to, Incur any Debt (including Acquired Debt); and (2) will not, and will not permit any Restricted Subsidiary to, Incur any Disqualified Stock Stock, and will not permit any of its Restricted Subsidiaries that are is not Guarantors a Guarantor to Incur any Preferred Stock (other than Disqualified Stock or Preferred Stock of Restricted Subsidiaries held by the Company and/or Issuer or a Restricted Subsidiary that is a GuarantorSubsidiary, so long as it is so held); provided that the Company Issuer or any Subsidiary Guarantor may Incur, and may permit any Guarantor to Incur, Incur Debt (including Acquired Debt) or Disqualified Stock, Stock and any Subsidiary Guarantor may Incur Preferred Stock if, on the date of the Incurrence, after giving effect to the Incurrence and the receipt and application of the proceeds therefrom, (x) the Fixed Charge Coverage Ratio is not less than 2.25 to 1.0 and (y) the Senior Debt to Consolidated Cash Flow Ratio does not exceed 3.50 2.0 to 1.0. (b) Notwithstanding the foregoing, the Company Issuer and, to the extent provided below, any Restricted Subsidiary may Incur any of the following (“Permitted Debt”): (1) Debt (including Debt under the Credit Agreement and in respect of Trade Obligations or Performance Obligations“Permitted Bank Debt”) of the Company or any Guarantor Issuer pursuant to Credit Facilities (and of Restricted Subsidiaries pursuant to Guarantees of such Credit Facilities) so long as ; provided that the aggregate principal amount of such Credit Facilities, including the Existing Letter of Credit Facility, at any time outstanding does not exceed $250,000,000 (subject to reduction 650.0 million, less any amount of such Debt permanently repaid as provided under Section 4.12; (2) Debt of the Issuer or any Restricted Subsidiary to the Issuer or any Restricted Subsidiary so long as such Debt continues to be owed to the Issuer or a Restricted Subsidiary and which, if the obligor is the Issuer or a Subsidiary Guarantor and such Debt is owed to a non-Guarantor, is subordinated in clause right of payment to the Notes; (z3) belowDebt of the Issuer pursuant to the Notes (other than Additional Notes) at and Debt of any one time outstandingSubsidiary Guarantor pursuant to a Note Guarantee (including Additional Notes); (4) Debt, Disqualified Stock or Preferred Stock (“Permitted Refinancing Debt”) constituting an extension or renewal of, replacement of, or substitution for, or issued in exchange for, or the net proceeds of which are used (or will be used within 90 days) to repay, redeem, repurchase, refinance or refund, including by way of defeasance (all of the above, for purposes of this clause, “refinance”) then outstanding Debt, Disqualified Stock or Preferred Stock in an amount not to exceed the principal amount or liquidation value of the Debt, Disqualified Stock or Preferred Stock so refinanced, plus premiums, fees and expenses; provided that: (A) in case the Debt to be refinanced is Subordinated Debt, the new Debt, by its terms or by the terms of any agreement or instrument pursuant to which it is outstanding, is expressly made subordinated in right of payment to the Notes at least to the extent that the Debt to be refinanced is subordinated to the Notes, (B) the new Debt, Disqualified Stock or Preferred Stock does not have a Stated Maturity prior to the earlier of (i) the Stated Maturity of the Debt, Disqualified Stock or Preferred Stock to be refinanced and (ii) 90 days after the Stated Maturity of the Notes, and the new Debt, Disqualified Stock or Preferred Stock has an Average Life at the time of Incurrence that is not less than the shorter of (x) the remaining Average Life of the Debt, Disqualified Stock or Preferred Stock being refinanced and (y) the Average Life that would result if all payments of principal on the Debt, Disqualified Stock and Preferred Stock being refinanced that were due on or after the date that is 90 days following the maturity date of any Notes then outstanding were instead due on such date, (C) in no event may Debt, Disqualified Stock or Preferred Stock of the Issuer or any Subsidiary Guarantor be refinanced pursuant to this clause by means of any Debt of any Restricted Subsidiary that is not a Guarantor, and (D) Debt, Disqualified Stock or Preferred Stock Incurred pursuant to clauses (1), (2), (5), (6) and (9) through (19) may not be refinanced pursuant to this clause (4); (5) Hedging Agreements of the Issuer or any Restricted Subsidiary entered into for non-speculative purposes; (6) Debt of the Issuer or any Restricted Subsidiary with respect to (A) letters of credit and bankers’ acceptances issued in the ordinary course of business and not supporting other Debt, including letters of credit supporting performance, surety or appeal bonds, workers’ compensation claims, health, disability or other benefits to employees or former employees or their families or property, casualty or liability insurance or self-insurance, and letters of credit in connection with the maintenance of, or pursuant to the requirements of, environmental or other permits or licenses from governmental authorities, or other Debt with respect to reimbursement type obligations regarding workers’ compensation claims; (B) indemnification, adjustment of purchase price, earn-out or other obligations incurred in connection with the acquisition or disposition of any business or assets provided that such Debt is not reflected on the balance sheet of the Issuer or any of its Restricted Subsidiaries; and (C) Guarantees of Debt of joint ventures, in an aggregate amount at any time outstanding under this clause (C) not to exceed the greater of $25.0 million and 1.75% of Total Assets;

Limitation on Debt and Disqualified or Preferred Stock. (a) The Company: (1i) will not, and will not permit any of its Restricted Subsidiaries to, Incur any Debt (including Acquired Debt); and (2ii) will not, and will not permit any Restricted Subsidiary to, Incur any Disqualified Stock Stock, and will not permit any of its Restricted Subsidiaries that are not Guarantors to Incur any Preferred Stock (other than Disqualified or Preferred Stock of Restricted Subsidiaries held by the Company and/or or a Wholly Owned Restricted Subsidiary that is a GuarantorSubsidiary, so long as it is so held); provided that the Company may Incur, and may permit or any Guarantor to Incur, may Incur Debt (including Acquired Debt) or Disqualified Stock, Stock if, on the date of the Incurrence, after giving effect to the Incurrence and the receipt and application of the proceeds therefrom, (x) the Fixed Charge Coverage Ratio is not less than 2.25 2.00 to 1.0 and (y) the Senior Debt to Consolidated Cash Flow Ratio does not exceed 3.50 to 1.01.00. (b) Notwithstanding the foregoing, the Company and, to the extent provided below, any Restricted Subsidiary may Incur any of the following (“Permitted Debt”): (1i) Debt (“Permitted Bank Debt”) of the Company pursuant to the Credit Agreements; provided that the aggregate principal amount of such Debt at any time outstanding does not exceed (a) the greater of (x) $[•] million, and (y) the Borrowing Base Amount, plus (b) $60 million, and Guarantees of such Debt by any Restricted Subsidiary; (ii) Debt of the Company or any Restricted Subsidiary to the Company or any Restricted Subsidiary so long as such Debt continues to be owed to the Company or a Restricted Subsidiary and which, if the obligor is the Company or a Guarantor, is subordinated in right of payment to the Notes; (iii) Debt of the Company pursuant to the Notes and Debt of any Guarantor pursuant to a Note Guaranty of the Notes in an aggregate principal amount not to exceed $50 million plus the amount of any PIK Interest; (iv) Debt (“Permitted Refinancing Debt”) constituting an extension or renewal of, replacement of, or substitution for, or issued in exchange for, or the net proceeds of which are used to repay, redeem, repurchase, refinance or refund, including by way of defeasance (all of the above, for purposes of this clause, “refinance”) then outstanding Debt in an amount not to exceed the principal amount of the Debt so refinanced, plus premiums, fees and expenses; provided that (A) in case the Debt to be refinanced is subordinated in right of payment to the Notes, the new Debt, by its terms or by the terms of any agreement or instrument pursuant to which it is outstanding, is expressly made subordinate in right of payment to the Notes at least to the extent that the Debt to be refinanced is subordinated to the Notes, (B) the Average Life of the new Debt is at least equal to the remaining Average Life of the Debt to be refinanced, (C) in no event may Debt of the Company be refinanced pursuant to this clause by means of any Debt of any Restricted Subsidiary that is not a Guarantor, and in no event may Debt of a Guarantor be refinanced pursuant to this clause by means of any Debt of any Restricted Subsidiary that is not a Guarantor, and (D) Debt Incurred pursuant to clauses (i), (ii), (xi) and (xii) may not be refinanced pursuant to this clause; (v) Hedging Agreements of the Company or any Restricted Subsidiary entered into in the ordinary course of business for the purpose of limiting risks associated with the business of the Company and its Restricted Subsidiaries and not for speculation; (vi) Debt of the Company or any Restricted Subsidiary with respect to letters of credit and bankers’ acceptances issued in the ordinary course of business and not supporting Debt, including letters of credit supporting performance, surety or appeal bonds or indemnification, adjustment of purchase price or similar obligations incurred in connection with the acquisition or disposition of any business or assets; (vii) Acquired Debt, provided that after giving effect to the Incurrence thereof, the Company could Incur at least $1.00 of Debt under Section 4.06(a); (viii) Debt of the Credit Agreement and Company or any Restricted Subsidiary outstanding on the Issue Date (and, for purposes of clause (iv)(D), not otherwise constituting Permitted Debt); (ix) Debt of the Company or any Restricted Subsidiary, which may include Capital Leases, Incurred on or after the Issue Date no later than 180 days after the date of purchase or completion of construction or improvement of property for the purpose of financing all or any part of the purchase price or cost of construction or improvement, provided that the aggregate outstanding principal amount of any Debt Incurred pursuant to this clause (ix) may not exceed (a) the greater of (i) $10.0 million or (ii) 3% of Tangible Assets (measured at the time of Incurrence of any such Debt), in respect each case less (b) the aggregate outstanding amount of Trade Obligations or Performance ObligationsPermitted Refinancing Debt Incurred to refinance Debt Incurred pursuant to this clause (ix); (x) Debt of the Company or any Guarantor consisting of Guarantees of Debt of the Company or any Guarantor Incurred under any other clause of this covenant; (xi) Debt of the Company or a Restricted Subsidiary owed to any Person in connection with liability insurance provided by such Person to the Company or such Restricted Subsidiary, pursuant to Credit Facilities reimbursement or indemnification obligations to such Person, in each case incurred in the ordinary course of business; (and xii) Debt in respect of performance bonds; and (xiii) other Debt of the Company or any Restricted Subsidiaries Subsidiary Incurred on or after the Issue Date not otherwise permitted in an aggregate principal amount at any time outstanding not to exceed $15.0 million. For purposes of determining compliance with this covenant, in the event that an item of Debt meets the criteria of more than one of the categories of Permitted Debt described in clauses (i) through (xiii) above or is entitled to be Incurred pursuant to Guarantees paragraph (a) of this Section 4.06, the Company shall, in its sole discretion, classify or reclassify, or later divide, classify or reclassify, such item of Debt in any manner that complies with this Section 4.06; provided that all Debt under the Credit Agreements outstanding on the Issue Date shall be deemed to have been Incurred pursuant to clause (i) and the Company shall not be permitted to reclassify all or any portion of such Debt under the Credit Facilities) so long as Agreements outstanding on the aggregate amount Issue Date. Notwithstanding anything contained herein, neither the Company nor any Guarantor may Incur any Debt that is subordinate in right of payment to other Debt of the Company or the Guarantor unless such Credit Facilities, including Debt is also subordinate in right of payment to the Existing Letter of Credit Facility, does not exceed $250,000,000 (subject to reduction as provided in clause (z) below) at any one time outstanding, provided that:Notes or the relevant Note Guaranty on substantially identical terms.

Limitation on Debt and Disqualified or Preferred Stock. (a) The Company: (1i) will not, and will not permit any of its Restricted Subsidiaries to, Incur any Debt (including Acquired Debt); and (2ii) will not, and will not permit any Restricted Subsidiary to, Incur any Disqualified Stock Stock, and will not permit any of its Restricted Subsidiaries that are not Guarantors to Incur any Preferred Stock (other than Disqualified Stock or Preferred Stock of Restricted Subsidiaries held by the Company and/or or a Restricted Subsidiary that is a GuarantorSubsidiary, so long as it is so held); provided that the Company may Incur, and may permit or any Guarantor to Incur, may Incur Debt (including Acquired Debt) and the Company or any Guarantor may Incur Disqualified Stock, Stock and any Guarantor may Incur Preferred Stock if, on the date of the Incurrence, after giving effect to the Incurrence and the receipt and application of the proceeds therefrom, (x) the Fixed Charge Coverage Ratio is not less than 2.25 to 1.0 and (y) the Senior Debt to Consolidated Cash Flow Ratio does not exceed 3.50 to 1.02.0:1.0. (b) Notwithstanding the foregoing, the Company and, to the extent provided below, any Restricted Subsidiary may Incur any of the following (“Permitted Debt”): (1i) (A) Debt of the Company or any Restricted Subsidiary pursuant to Credit Facilities (“Permitted Credit Facility Debt”); provided that the aggregate principal amount of any Debt under this clause (A) at any time outstanding shall not exceed (x) the greater of (i) $500,000,000 minus any amount of any Permitted Credit Facility Debt permanently repaid under Section 4.09(a)(iii) and (ii) the Borrowing Base Amount minus the principal amount of the Notes Outstanding, minus (y) the amount of any Permitted Receivables Financing outstanding; provided, further, that prior to the Trigger Date, the amount of Debt outstanding under this clause (A) shall not exceed $500,000,000 minus (I) any amount of Permitted Credit Facility Debt permanently repaid under Section 4.09 and (II) the amount of any Permitted Receivables Financing outstanding, and (B) Guarantees of such Debt by the Company or any Restricted Subsidiary; (ii) Debt of the Company or any Restricted Subsidiary (other than a Securitization Subsidiary) to the Company or any Restricted Subsidiary so long as such Debt continues to be owed to the Company or a Restricted Subsidiary; (iii) Debt of the Company pursuant to the Notes (including any Debt represented by PIK Interest) and Debt of any Guarantor pursuant to a Note Guaranty of the Notes; (iv) Debt (“Permitted Refinancing Debt”) constituting an extension or renewal of, replacement of or substitution for, or issued in exchange for, or the net proceeds of which are used to repay, redeem, repurchase, refinance or refund, including by way of defeasance (all of the above, for purposes of this clause, “refinance”) then outstanding Debt, in whole or in part, in an amount not to exceed the principal amount and accrued interest of the Debt under so refinanced, plus premiums, commissions, costs, fees and expenses; provided that: (A) in case the Credit Agreement Debt to be refinanced is subordinated in right of payment to the Notes, the new Debt, by its terms or by the terms of any agreement or instrument pursuant to which it is outstanding, is expressly made subordinate in right of payment to the Notes at least to the extent that the Debt to be refinanced is subordinated to the Notes, (B) the new Debt does not have a Stated Maturity prior to the Stated Maturity of the Debt to be refinanced, and the Average Life of the new Debt is at least equal to the remaining Average Life of the Debt to be refinanced, (C) in respect of Trade Obligations or Performance Obligations) no event may Debt of the Company or any Guarantor be refinanced pursuant to Credit Facilities this clause by means of any Debt of any Restricted Subsidiary that is not a Guarantor unless such Restricted Subsidiary was an obligor on the Debt being refinanced, and (D) Debt Incurred pursuant to clauses (i), (ii), (v), (vi), (x), (xi), (xii), (xiv), (xv), (xvi), (xvii), (xviii), (xix) and (xx) may not be refinanced pursuant to this clause; (v) Hedging Agreements of the Company or any Restricted Subsidiary entered into in the ordinary course of business for the purpose of limiting risks associated with the business of the Company and its Restricted Subsidiaries and not for speculation; (vi) Debt of the Company or any Restricted Subsidiary with respect to letters of credit, bank guarantees, and bankers’ acceptances issued in the ordinary course of business, including letters of credit supporting performance, surety or appeal bonds, and indemnification, adjustment of purchase price (including earn-outs) or similar obligations incurred in connection with the acquisition or disposition of any stock, business or assets; (vii) Acquired Debt; (viii) Debt of the Company or any Restricted Subsidiary outstanding on the Issue Date (for purposes of clause (iv)(D), not otherwise constituting Permitted Debt); (ix) Debt of the Company or any Restricted Subsidiary, which may include Capital Leases, Incurred on or after the Issue Date no later than 365 days after the date of purchase or completion of construction or improvement of property for the purpose of financing or refinancing all or any part of the purchase price or cost of construction or improvement, provided that the principal amount of any Debt Incurred pursuant to this clause may not exceed (A) $200,000,000 less (B) the aggregate outstanding amount of Permitted Refinancing Debt Incurred to refinance Debt Incurred pursuant to this clause; (x) Debt of any Restricted Subsidiary organized under the laws of, or substantially all of the business of which is conducted in, the People’s Republic of China in an aggregate amount not to exceed $200,000,000 at any time outstanding; (xi) Debt of Kodak International Finance Limited, a company organized and existing under the laws of England, Incurred to finance its short term working capital needs, in an aggregate amount not to exceed $100,000,000 at any time outstanding; (xii) Debt of the Company or any Restricted Subsidiary consisting of Guarantees of Debt of the Company or any Restricted Subsidiary Incurred under any other clause of this Section 4.06; (xiii) Debt of the Company consisting of the 2017 Convertible Notes in an aggregate principal amount not to exceed $400,000,000, including the principal amount of 2017 Convertible Notes issued pursuant to the exercise of the over-allotment option provided to the underwriters or initial purchasers thereof; (xiv) unsecured Debt consisting of Guarantees of amounts owing by customers of the Company and its Subsidiaries under equipment and vendor financing programs in an aggregate amount not to exceed $75,000,000 at any time outstanding; (xv) Debt of any Foreign Restricted Subsidiary in an aggregate principal amount not to exceed $50,000,000 at any time outstanding; (xvi) any Permitted Receivables Financing in an aggregate principal amount at any time outstanding not to exceed (A) the greater of (1) $500,000,000 minus any amount of such Credit FacilitiesDebt permanently repaid as provided under Section 4.09(a)(iii) and (2) the Borrowing Base Amount minus the principal amount of the Notes Outstanding, minus (B) the amount of Debt Incurred under clause (i) outstanding at such time; (xvii) Debt of the Company or any Restricted Subsidiary Incurred on or after the Issue Date not otherwise permitted in an aggregate principal amount not to exceed $50,000,000 at any time outstanding; (xviii) Debt consisting of Guarantees of obligations (other than Debt) of suppliers, licensors or franchisees in the ordinary course of business; (xix) Debt of the Company or a Restricted Subsidiary to the extent the net proceeds thereof are promptly deposited to defease or discharge the Notes as set forth under Article 12; and (xx) Debt of the Company or a Restricted Subsidiary consisting of Guarantees in respect of obligations of joint ventures as to which the Company or a Restricted Subsidiary is a joint venture partner; provided that the aggregate principal amount of Debt incurred pursuant to this clause (xx) shall not exceed $100,000,000 outstanding at any time. (c) Notwithstanding any other provision of this Section 4.06, for purposes of determining compliance with this section, increases in Debt solely due to fluctuations in the exchange rates of currencies will not be deemed to exceed the maximum amount that the Company or a Restricted Subsidiary may Incur under this section. For purposes of determining compliance with any U.S. dollar-denominated restriction on the Incurrence of Debt, the U.S. dollar-equivalent principal amount of Debt denominated in a foreign currency shall be calculated based on the relevant currency exchange rate in effect on the date such Debt was Incurred; provided that if such Debt is Incurred to refinance other Debt denominated in a foreign currency, and such refinancing would cause the applicable U.S. dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing, such U.S. dollar-denominated restriction shall be deemed not to have been exceeded so long as the aggregate principal amount of such Credit Facilities, including the Existing Letter of Credit Facility, refinancing Debt does not exceed $250,000,000 the principal amount of such Debt being refinanced. The principal amount of any Debt Incurred to refinance other Debt, if Incurred in a different currency from the Debt being refinanced, shall be calculated based on the currency exchange rate applicable to the currencies in which such respective Debt is denominated that is in effect on the date of such refinancing. (subject d) In the event that an item of Debt meets the criteria of more than one of the types of Debt described in this Section 4.06, the Company, in its sole discretion, will classify items of Debt and will only be required to reduction as include the amount and type of such Debt in one of such clauses and the Company will be entitled to divide and classify an item of Debt in more than one of the types of Debt described in Section 4.06, and may change the classification of an item of Debt (or any portion thereof) to any other type of Debt described in Section 4.06 at any time; provided in that Debt under the Credit Agreement outstanding on the Issue Date shall be deemed at all times to be incurred under clause (zi) belowof Permitted Debt. For purposes of determining any particular amount of Debt described in the Section 4.06, Guarantees, liens or obligations, in each case, in support of letters of credit supporting Debt shall not be included to the extent such letters of credit are included in the amount of Debt. (e) at Accrual of interest or dividends, the accretion of accreted value, the accretion or amortization of original issue discount and the payment of interest or dividends in kind will not be deemed to be an Incurrence of Debt for purposes of this section but will be included in subsequent calculations of the amount of outstanding Debt for purposes of Incurring future Debt. (f) Neither the Company nor any one time outstandingGuarantor may Incur any Debt that is subordinate in right of payment to other Debt of the Company or the Guarantor unless such Debt is also subordinate in right of payment to the Notes or the relevant Note Guaranty, provided that:as the case may be, to the extent and in the same manner as such Debt is subordinated to other Debt. This does not apply to distinctions between categories of Debt that exist by reason of any Liens or Guarantees securing or in favor of some but not all of such Debt otherwise permitted hereunder. For purposes of this Indenture (i) unsecured Debt shall not be deemed subordinated or junior to secured Debt merely because it is unsecured or (ii) senior Debt shall not be deemed subordinated or junior to any other senior Debt merely because it has a junior priority with respect to the same collateral.

Limitation on Debt and Disqualified or Preferred Stock. (a) The CompanyIssuer: (1) will not, and will not permit any of its Restricted Subsidiaries Subsidiary to, Incur any Debt (including Acquired Debt)Non-Funding Indebtedness; and (2) will not, and will not permit any Restricted Subsidiary to, Incur any Disqualified Stock Stock, and will not permit any of its Restricted Subsidiaries that are is not Guarantors a Guarantor to Incur any Preferred Stock (other than Disqualified or Preferred Stock of Restricted Subsidiaries held by the Company and/or Issuer or a Restricted Subsidiary that is a GuarantorSubsidiary, so long as it is so held); provided provided, that the Company Issuer or any Restricted Subsidiary may Incur, and may permit any Guarantor to Incur, Debt (including Acquired Debt) Incur Non-Funding Indebtedness or Disqualified Stock, Stock and any Restricted Subsidiary may Incur Preferred Stock if, on the date of the Incurrence, after giving effect to the Incurrence and the receipt and application of the proceeds therefromtherefrom as if the same had occurred at the beginning of the most recently ended fiscal quarter of the Issuer for which internal financial statements are available, either (x) the Fixed Charge Coverage Ratio is not no less than 2.25 3.0 to 1.0 and or (y) the Senior Debt to Consolidated Cash Flow Debt-to-Equity Ratio does not exceed 3.50 2.0 to 1.0. (b) Notwithstanding the foregoing, the Company Issuer and, to the extent provided below, any Restricted Subsidiary may Incur any of the following (“Permitted Debt”): (1) Debt of the Issuer and any Restricted Subsidiary under any Credit Facilities in an aggregate principal amount at any one time outstanding not to exceed the greater of (A) $260.0 million and (B) 7.0% of Net Consolidated Total Assets; (2) Debt owed to and held by the Issuer or any Restricted Subsidiary so long as such Debt continues to be owed to the Issuer or a Restricted Subsidiary and which, if the obligor is the Issuer or a Guarantor, is subordinated in right of payment to the Notes upon bankruptcy, insolvency or similar event; (3) Debt pursuant to the Notes and Note Guarantees (other than Additional Notes); (4) Debt (“Permitted Refinancing Debt”) constituting an extension or renewal of, replacement of, or substitution for, or issued or Incurred in exchange for, or the net proceeds of which are used to repay, prepay, defease, retire, redeem, repurchase, extend, refinance or refund, including by way of any defeasance or discharge mechanism (all of the above, for purposes of this clause, “refinance”) in whole or in part then outstanding Debt in an amount (after deduction of any original issue discount) not to exceed the principal amount of the Debt so refinanced, plus premiums, defeasance costs, tender premiums, accrued interest, fees and expenses including Debt that refinances Permitted Refinancing Debt; provided that: (A) in case the Debt (and any guarantees in respect thereof) to be refinanced is Subordinated Debt, the new Debt (and the corresponding guarantees in respect thereof), by its terms or by the terms of any agreement or instrument pursuant to which it is outstanding, is expressly made subordinate in right of payment to the Notes and the Note Guarantees at least to the extent that the Debt to be refinanced is subordinated to the Notes and the Note Guarantees; (B) (i) the new Debt does not have a Stated Maturity prior to (x) the Stated Maturity of the Debt to be refinanced or (y) 91 days following the maturity of the Notes, and (ii) the Average Life of the new Debt is at least equal to the remaining Average Life of the Debt to be refinanced; (C) in no event may Debt of the Issuer or any Guarantor be refinanced pursuant to this clause by means of any Debt of any Restricted Subsidiary that is not a Guarantor or Debt of the Issuer or any Restricted Subsidiary be refinanced pursuant to this clause by means of any Debt of any Unrestricted Subsidiary; and (D) Debt Incurred pursuant to clauses (1), (2), (5), (6), (10), (11), (14) (to the extent such Debt continues to be Non-Recourse Debt), (15), (16) and (18) through (25) of this Section 4.06(b) may not be refinanced pursuant to this clause but shall instead be refinanced pursuant to Debt incurred under such clauses or another clause hereunder; (5) Debt Incurred under a Regulatory Debt Facility; (6) Debt of the Credit Agreement Issuer or any Restricted Subsidiary with respect to (i) performance, bid, appeal, customs or surety bonds and completion guarantees in the ordinary course of business or in connection with judgments that do not result in an Event of Default, obligations in respect of Trade Obligations any workers’ compensation claims, early retirement or Performance Obligations) termination obligations, deferred compensatory or employee or director equity plans, pension fund obligations or contributions or similar claims, obligations or contributions or social security or wage taxes, payment obligations in connection with self-insurance, or similar requirements, including letters of credit and bankers’ acceptances supporting any of the Company foregoing or anything else that is not Debt, or supporting any of the following items in clauses (ii) or (iii), (ii) financing insurance premiums or (iii) indemnification, adjustment of purchase price or similar obligations incurred in connection with the acquisition or disposition of any business or assets; (i) Debt Incurred or issued by the Issuer or any Guarantor Restricted Subsidiary in connection with an acquisition or other purchase of assets (including Financeable Assets) by the Issuer, any Restricted Subsidiary or any Parent Entity or (ii) Acquired Debt; provided that, in each case, any assets acquired or purchased pursuant to Credit Facilities this Section 4.06(b)(7) are contributed to (or, in the case of Persons, merged into or amalgamated with) the Issuer or any Restricted Subsidiary; and provided, further, that after giving effect to such acquisition, merger, amalgamation or consolidation or other purchase of Restricted Subsidiaries pursuant to Guarantees of such Credit Facilitiesassets, (1) so long as the aggregate amount of such Credit FacilitiesDebt incurred pursuant to this Section 4.06(b)(7), including together with the Existing Letter aggregate principal amount of Credit Facilityany outstanding Permitted Refinancing Debt in respect thereof, does not exceed the greater of (x) $250,000,000 130.0 million and (subject y) 3.5% of Net Consolidated Total Assets or (2) either the Issuer (x) could Incur at least $1.00 of additional Debt under Section 4.06(a) or (y) has a Debt-to-Equity Ratio equal to reduction as provided in clause or better than the Debt-to-Equity Ratio of the Issuer immediately prior to such transaction or (z) below) has a Fixed Charge Coverage Ratio no less than the Fixed Charge Coverage Ratio of the Issuer immediately prior to such transaction; (8) Debt of the Issuer or any Restricted Subsidiary pursuant to agreements outstanding on the Issue Date in an aggregate principal amount at any one time outstandingoutstanding not to exceed the maximum amount available under each such agreement as in effect on the Issue Date (and, provided that:for purposes of clause (4)(D) of this

Limitation on Debt and Disqualified or Preferred Stock. (a) The Company: (1i) will not, and will not permit any of its Restricted Subsidiaries to, Incur any Debt (including Acquired Debt); and (2ii) will not, and will not permit any Restricted Subsidiary to, Incur any Disqualified Stock Stock, and will not permit any of its Restricted Subsidiaries that are not Guarantors to Incur any Preferred Stock (other than Disqualified Stock or Preferred Stock of Restricted Subsidiaries held by the Company and/or or a Restricted Subsidiary that is a GuarantorSubsidiary, so long as it is so held); provided that the Company may Incur, and may permit or any Guarantor to Incur, may Incur Debt (including Acquired Debt) and the Company or any Guarantor may Incur Disqualified Stock, Stock and any Guarantor may Incur Preferred Stock if, on the date of the Incurrence, after giving effect to the Incurrence and the receipt and application of the proceeds therefrom, (x) the Fixed Charge Coverage Ratio is not less than 2.25 to 1.0 and (y) the Senior Debt to Consolidated Cash Flow Ratio does not exceed 3.50 to 1.02.0:1.0. (b) Notwithstanding the foregoing, the Company and, to the extent provided below, any Restricted Subsidiary may Incur any of the following (“Permitted Debt”): (1i) (A) Debt of the Company or any Restricted Subsidiary pursuant to Credit Facilities (“Permitted Credit Facility Debt”); provided that the aggregate principal amount of any Debt under this clause (A) at any time outstanding shall not exceed (x) the greater of (i) $500,000,000 minus any amount of any Permitted Credit Facility Debt permanently repaid under Section 4.09(a)(iii) and (ii) the Borrowing Base Amount minus the principal amount of the Notes Outstanding, minus (y) the amount of any Permitted Receivables Financing outstanding; provided, further, that prior to the Trigger Date, the amount of Debt outstanding under this clause (A) shall not exceed $500,000,000 minus (I) any amount of Permitted Credit Facility Debt permanently repaid under Section 4.09 and (II) the amount of any Permitted Receivables Financing outstanding, and (B) Guarantees of such Debt by the Company or any Restricted Subsidiary; (ii) Debt of the Company or any Restricted Subsidiary (other than a Securitization Subsidiary) to the Company or any Restricted Subsidiary so long as such Debt continues to be owed to the Company or a Restricted Subsidiary; (iii) Debt of the Company pursuant to the Notes (including any Debt represented by PIK Interest) and Debt of any Guarantor pursuant to a Note Guaranty of the Notes; (iv) Debt (“Permitted Refinancing Debt”) constituting an extension or renewal of, replacement of or substitution for, or issued in exchange for, or the net proceeds of which are used to repay, redeem, repurchase, refinance or refund, including by way of defeasance (all of the above, for purposes of this clause, “refinance”) then outstanding Debt, in whole or in part, in an amount not to exceed the principal amount and accrued interest of the Debt under so refinanced, plus premiums, commissions, costs, fees and expenses; provided that: (A) in case the Credit Agreement Debt to be refinanced is subordinated in right of payment to the Notes, the new Debt, by its terms or by the terms of any agreement or instrument pursuant to which it is outstanding, is expressly made subordinate in right of payment to the Notes at least to the extent that the Debt to be refinanced is subordinated to the Notes, (B) the new Debt does not have a Stated Maturity prior to the Stated Maturity of the Debt to be refinanced, and the Average Life of the new Debt is at least equal to the remaining Average Life of the Debt to be refinanced, (C) in respect of Trade Obligations or Performance Obligations) no event may Debt of the Company or any Guarantor be refinanced pursuant to Credit Facilities this clause by means of any Debt of any Restricted Subsidiary that is not a Guarantor unless such Restricted Subsidiary was an obligor on the Debt being refinanced, and (D) Debt Incurred pursuant to clauses (i), (ii), (v), (vi), (x), (xi), (xii), (xiv), (xv), (xvi), (xvii), (xviii), (xix) and (xx) may not be refinanced pursuant to this clause; (v) Hedging Agreements of the Company or any Restricted Subsidiary entered into in the ordinary course of business for the purpose of limiting risks associated with the business of the Company and its Restricted Subsidiaries and not for speculation; (vi) Debt of the Company or any Restricted Subsidiary with respect to letters of credit, bank guarantees, and bankers’ acceptances issued in the ordinary course of business, including letters of credit supporting performance, surety or appeal bonds, and indemnification, adjustment of purchase price (including earn-outs) or similar obligations incurred in connection with the acquisition or disposition of any stock, business or assets; (vii) Acquired Debt; (viii) Debt of the Company or any Restricted Subsidiary outstanding on the Issue Date (for purposes of clause (iv)(D), not otherwise constituting Permitted Debt); (ix) Debt of the Company or any Restricted Subsidiary, which may include Capital Leases, Incurred on or after the Issue Date no later than 365 days after the date of purchase or completion of construction or improvement of property for the purpose of financing or refinancing all or any part of the purchase price or cost of construction or improvement, provided that the principal amount of any Debt Incurred pursuant to this clause may not exceed (A) $200,000,000 less (B) the aggregate outstanding amount of Permitted Refinancing Debt Incurred to refinance Debt Incurred pursuant to this clause; (x) Debt of any Restricted Subsidiary organized under the laws of, or substantially all of the business of which is conducted in, the People’s Republic of China in an aggregate amount not to exceed $200,000,000 at any time outstanding; (xi) Debt of Kodak International Finance Limited, a company organized and existing under the laws of England, Incurred to finance its short term working capital needs, in an aggregate amount not to exceed $100,000,000 at any time outstanding; (xii) Debt of the Company or any Restricted Subsidiary consisting of Guarantees of Debt of the Company or any Restricted Subsidiary Incurred under any other clause of this Section 4.06; (xiii) Debt of the Company consisting of the 2017 Convertible Notes in an aggregate principal amount not to exceed $ , including the principal amount of 2017 Convertible Notes issued pursuant to the exercise of the over-allotment option provided to the underwriters or initial purchasers thereof; (xiv) unsecured Debt consisting of Guarantees of amounts owing by customers of the Company and its Subsidiaries under equipment and vendor financing programs in an aggregate amount not to exceed $75,000,000 at any time outstanding; (xv) Debt of any Foreign Restricted Subsidiary in an aggregate principal amount not to exceed $50,000,000 at any time outstanding; (xvi) any Permitted Receivables Financing in an aggregate principal amount at any time outstanding not to exceed (A) the greater of (1) $500,000,000 minus any amount of such Credit FacilitiesDebt permanently repaid as provided under Section 4.09(a)(iii) and (2) the Borrowing Base Amount minus the principal amount of the Notes Outstanding, minus (B) the amount of Debt Incurred under clause (i) outstanding at such time; (xvii) Debt of the Company or any Restricted Subsidiary Incurred on or after the Issue Date not otherwise permitted in an aggregate principal amount not to exceed $50,000,000 at any time outstanding; (xviii) Debt consisting of Guarantees of obligations (other than Debt) of suppliers, licensors or franchisees in the ordinary course of business; (xix) Debt of the Company or a Restricted Subsidiary to the extent the net proceeds thereof are promptly deposited to defease or discharge the Notes as set forth under Article 12; and (xx) Debt of the Company or a Restricted Subsidiary consisting of Guarantees in respect of obligations of joint ventures as to which the Company or a Restricted Subsidiary is a joint venture partner; provided that the aggregate principal amount of Debt incurred pursuant to this clause (xx) shall not exceed $100,000,000 outstanding at any time. (c) Notwithstanding any other provision of this Section 4.06, for purposes of determining compliance with this section, increases in Debt solely due to fluctuations in the exchange rates of currencies will not be deemed to exceed the maximum amount that the Company or a Restricted Subsidiary may Incur under this section. For purposes of determining compliance with any U.S. dollar-denominated restriction on the Incurrence of Debt, the U.S. dollar-equivalent principal amount of Debt denominated in a foreign currency shall be calculated based on the relevant currency exchange rate in effect on the date such Debt was Incurred; provided that if such Debt is Incurred to refinance other Debt denominated in a foreign currency, and such refinancing would cause the applicable U.S. dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing, such U.S. dollar-denominated restriction shall be deemed not to have been exceeded so long as the aggregate principal amount of such Credit Facilities, including the Existing Letter of Credit Facility, refinancing Debt does not exceed $250,000,000 the principal amount of such Debt being refinanced. The principal amount of any Debt Incurred to refinance other Debt, if Incurred in a different currency from the Debt being refinanced, shall be calculated based on the currency exchange rate applicable to the currencies in which such respective Debt is denominated that is in effect on the date of such refinancing. (subject d) In the event that an item of Debt meets the criteria of more than one of the types of Debt described in this Section 4.06, the Company, in its sole discretion, will classify items of Debt and will only be required to reduction as include the amount and type of such Debt in one of such clauses and the Company will be entitled to divide and classify an item of Debt in more than one of the types of Debt described in Section 4.06, and may change the classification of an item of Debt (or any portion thereof) to any other type of Debt described in Section 4.06 at any time; provided in that Debt under the Credit Agreement outstanding on the Issue Date shall be deemed at all times to be incurred under clause (zi) belowof Permitted Debt. For purposes of determining any particular amount of Debt described in the Section 4.06, Guarantees, liens or obligations, in each case, in support of letters of credit supporting Debt shall not be included to the extent such letters of credit are included in the amount of Debt. (e) at Accrual of interest or dividends, the accretion of accreted value, the accretion or amortization of original issue discount and the payment of interest or dividends in kind will not be deemed to be an Incurrence of Debt for purposes of this section but will be included in subsequent calculations of the amount of outstanding Debt for purposes of Incurring future Debt. (f) Neither the Company nor any one time outstandingGuarantor may Incur any Debt that is subordinate in right of payment to other Debt of the Company or the Guarantor unless such Debt is also subordinate in right of payment to the Notes or the relevant Note Guaranty, provided that:as the case may be, to the extent and in the same manner as such Debt is subordinated to other Debt. This does not apply to distinctions between categories of Debt that exist by reason of any Liens or Guarantees securing or in favor of some but not all of such Debt otherwise permitted hereunder. For purposes of this Indenture (i) unsecured Debt shall not be deemed subordinated or junior to secured Debt merely because it is unsecured or (ii) senior Debt shall not be deemed subordinated or junior to any other senior Debt merely because it has a junior priority with respect to the same collateral.

Limitation on Debt and Disqualified or Preferred Stock. (a) The Company: (1) will not, and will not permit any of its Restricted Subsidiaries to, Incur any Debt (including Acquired Debt); and (2) will not, and will not permit any Restricted Subsidiary to, Incur any Disqualified Stock Equity Interests, and will not permit any of its Restricted Subsidiaries that are not Guarantors to Incur any Preferred Stock (other than Disqualified Equity Interests or Preferred Stock of Restricted Subsidiaries that is either (a) held by the Company and/or or a Wholly Owned Restricted Subsidiary, so long as it is so held or (b) Preferred Stock (other than Disqualified Equity Interests) Incurred by a Restricted Subsidiary that is a Guarantor, so long as it is held); provided that the Company or any Restricted Subsidiary may IncurIncur Debt, Disqualified Equity Interests and may permit any Guarantor to Incur, Debt (including Acquired Debt) or Disqualified Stock, Preferred Stock if, on the date of the Incurrence, after giving effect to the Incurrence and the receipt and application of the proceeds therefrom, (x) the Fixed Charge Coverage Ratio of the Company and its Restricted Subsidiaries on a consolidated basis is not less than 2.25 to 1.0 and (y) the Senior Debt to Consolidated Cash Flow Ratio does not exceed 3.50 2.0 to 1.0; provided, further, that Restricted Subsidiaries that are not Guarantors may not Incur Debt, Disqualified Equity Interests or Preferred Stock if, after giving pro forma effect to such Incurrence (including a pro forma application of the net proceeds therefrom), more than, together with any Debt or Disqualified Equity Interests or Preferred Stock of Restricted Subsidiaries that are not Guarantors Incurred pursuant to clause (b)(17) below, an aggregate of the greater $75,000,000 and 4.0% of Total Assets in principal amount and liquidation preference of Debt or Disqualified Equity Interests or Preferred Stock of Restricted Subsidiaries that are not Guarantors would be outstanding pursuant to this paragraph (together with Permitted Refinancing Debt in respect thereof). (b) Notwithstanding the foregoing, the Company and, to the extent provided below, any Restricted Subsidiary may Incur any of the following (“Permitted Debt”): (1) Debt and letters of credit (including Debt under the Credit Agreement and in reimbursement obligations with respect of Trade Obligations or Performance Obligationsthereto) of the Company or a Guarantor pursuant to Credit Facilities; provided that the aggregate principal amount at any time outstanding does not exceed the greater of (a) $1,215,000,000 and (b) an amount, at the time of incurrence and after giving pro forma effect thereto (including a pro forma application of the receipt and application of the proceeds therefrom), so that the Senior Secured Net Leverage Ratio of the Company and the Guarantors on a consolidated basis would be no greater than 3.50 to 1.00, in each case, with letters of credit being deemed to have a principal amount equal to the face amount thereof, less any amount of such Debt repaid or a corresponding commitment reduced to the extent required under Section 4.13 and, at the time of the incurrence, after giving effect thereto on a pro forma basis, the Senior Secured Net Leverage Ratio would be no greater than 3.50 to 1.00; (2) Debt of the Company owing to any Restricted Subsidiary or Debt of any Restricted Subsidiary owing to the Company or any other Restricted Subsidiary, in each case, so long as such Debt continues to be owed to the Company or a Restricted Subsidiary, as the case may be; provided that if the obligor is the Company or a Guarantor, such Debt is subordinated in right of payment to the Notes and the Note Guarantees, as applicable; (3) Debt of the Company pursuant to the Notes (other than Additional Notes) and Debt of any Guarantor pursuant to Credit Facilities a Note Guarantee (and including a Note Guarantee with respect to additional Notes otherwise Incurred in accordance with the terms of Restricted Subsidiaries pursuant this Indenture); (4) Debt (“Permitted Refinancing Debt”) constituting an extension or renewal of, replacement of, or substitution for, or issued in exchange for, or the net proceeds of which are used to Guarantees repay, redeem, repurchase, refinance or refund, including by way of such Credit Facilities) so long as defeasance or discharge (all of the aggregate above, for purposes of this clause, “refinance”), then outstanding Debt that was Incurred in compliance with this Indenture in an amount not to exceed the principal amount of such Credit Facilitiesthe Debt so refinanced, including the Existing Letter of Credit Facilityplus premiums, does not exceed $250,000,000 (subject to reduction as provided in clause (z) below) at any one time outstanding, fees and expenses; provided that: (A) in case the Debt to be refinanced is subordinated in right of payment to the Notes or the Note Guarantees, as applicable, such Permitted Refinancing Debt, by its terms or by the terms of any agreement or instrument pursuant to which it is outstanding, is expressly made subordinate in right of payment to the Notes or the Note Guarantees, as applicable, at least to the extent that the Debt to be refinanced is subordinated to the Notes or the Note Guarantees, as applicable; (B) such Permitted Refinancing Debt does not have a Stated Maturity prior to the Stated Maturity of the Debt to be refinanced, and the Average Life of such Permitted Refinancing Debt is at least equal to the remaining Average Life of the Debt to be refinanced; (C) in no event shall such Permitted Refinancing Debt include (i) Debt of a Subsidiary of the Company that is not a Guarantor that refinances Debt of the Company or a Guarantor or (ii) Debt of the Company or a Restricted Subsidiary that refinances Debt of an Unrestricted Subsidiary; and

Limitation on Debt and Disqualified or Preferred Stock. (a) The Company: (1) will not, and will not permit any of its Restricted Subsidiaries to, Incur any Debt (including Acquired Debt); and (2) (x) will not, and will not permit any Restricted Subsidiary to, Incur any Disqualified Stock Stock, and (y) will not permit any of its Restricted Subsidiaries that are not Guarantors to Incur any Preferred Stock (other than Disqualified or Preferred Stock of Restricted Subsidiaries held by the Company and/or or a Restricted Subsidiary that is a GuarantorSubsidiary, so long as it is so held); provided that the Company may Incur, and may permit or any Guarantor to Incur, may Incur Debt (including Acquired Debt) and the Company or any Guarantor may Incur Disqualified Stock, Stock and any Guarantor may Incur Preferred Stock if, on the date of the Incurrence, after giving effect to the Incurrence and the receipt and application of the proceeds therefrom, (x) the Fixed Charge Coverage Ratio is not less than 2.25 to 1.0 and (y) the Senior Debt to Consolidated Cash Flow Ratio does not exceed 3.50 to 1.02:1. (b) Notwithstanding the foregoing, the Company and, to the extent provided below, any Restricted Subsidiary may Incur any of the following (“Permitted Debt”): (1) Debt (including Debt under the Credit Agreement and in respect of Trade Obligations or Performance Obligations“Permitted Bank Debt”) of the Company or any Guarantor pursuant to Credit Facilities (Facilities; provided that the aggregate principal amount at any time outstanding does not exceed $1.5 billion, less any amount of such Debt permanently repaid as provided under Section 4.13, and of Restricted Subsidiaries pursuant to Guarantees of such Debt by the Company or any Restricted Subsidiary (provided that such Restricted Subsidiary concurrently Guarantees the Notes) (2) Debt of the Company owning to any Restricted Subsidiary or Debt of any Restricted Subsidiary owing to the Company or any other Restricted Subsidiary, in each case for so long as such Debt continues to be owed to the Company or a Restricted Subsidiary, as the case may be and which, if (x) the obligor is the Company, such Debt is subordinated in right of payment to the Notes and (y) the obligor is a Guarantor and the Company or a Guarantor is not the obligee, such Debt is subordinated in right of payment to the Note Guaranty of such Guarantor; (3) Debt of the Company pursuant to the Notes (other than Additional Notes) and Debt of any Guarantor pursuant to a Note Guaranty of the Notes (including Additional Notes); (4) Debt (“Permitted Refinancing Debt”) constituting an extension or renewal of, replacement of, or substitution for, or issued in exchange for, or the net proceeds of which are used to repay, redeem, repurchase, refinance or refund, including by way of defeasance or discharge (all of the above, for purposes of this clause, “refinance”) Debt then outstanding on the date of the Indenture or Incurred thereafter in compliance with the Indenture (including, subject to the limits below, (x) Debt of the Company that refinances Debt of any Restricted Subsidiary, (y) Debt of any Restricted Subsidiary that refinances Debt of another Restricted Subsidiary or the Company and (z) Debt that refinances Permitted Refinancing Debt) in an amount not to exceed the principal amount of the Debt so refinanced, plus premiums, fees and expenses; provided that (A) in case the Debt to be refinanced is subordinated in right of payment to the Notes, the new Debt, by its terms or by the terms of any agreement or instrument pursuant to which it is outstanding, is expressly made subordinate in right of payment to the Notes at least to the extent that the Debt to be refinanced is subordinated to the Notes (B) (a) if the Stated Maturity of the Debt being refinanced is earlier than the Stated Maturity of the Notes, the Refinancing Debt has a Stated Maturity no earlier than the Stated Maturity of the Debt being refinanced or (b) if the Stated Maturity of the Debt being refinanced is later than the Stated Maturity of the Notes, the Refinancing Debt has a Stated Maturity after the Stated Maturity of the Notes, (C) the Average Life of the new Debt is at least equal to the remaining Average Life of the Debt to be refinanced, (D) in no event may Debt of the Company or any Guarantor be refinanced pursuant to this clause by means of any Debt of any Restricted Subsidiary that is not a Guarantor, and (E) Debt Incurred pursuant to clauses (1), (2), (5), (6), (10), (11), (12), (13), (14), (15) (16) and (17) may not be refinanced pursuant to this clause; (5) Hedging Agreements of the Company or any Restricted Subsidiary entered into in the ordinary course of business for the purpose of limiting risks associated with the business (including the Debt) of the Company and its Restricted Subsidiaries and not for speculation; (6) Debt of the Company or any Restricted Subsidiary with respect to (A) letters of credit and bankers’ acceptances issued in the ordinary course of business and not supporting Debt, including letters of credit supporting performance, surety or appeal bonds or (B) indemnification, adjustment of purchase price or similar obligations Incurred in connection with the acquisition or disposition of any business or assets; (7) Acquired Debt, provided that after giving effect to the Incurrence thereof, the Company could Incur at least $1.00 of Debt under the Fixed Charge Coverage Ratio test set forth in paragraph (a) of this Section 4.06; (8) Debt of the Company or any Restricted Subsidiary outstanding on the Issue Date (and, for the purposes of clause (4) (E), not otherwise constituting Permitted Debt); (9) Debt of the Company or any Restricted Subsidiary, which may include Capital Leases, Incurred on or after the Issue Date no later than one year after the date of purchase or completion of construction or improvement of property or assets or the acquisition of the Capital Stock of any Person that owns such property or assets for the purpose of financing or refinancing all or any part of the purchase price, leasing cost or cost of construction or improvement, provided that the principal amount of any Debt Incurred pursuant to this clause may not exceed (a) $50.0 million less (b) the aggregate outstanding amount of Permitted Refinancing Debt Incurred to refinance Debt Incurred pursuant to this clause; (10) Debt of (x) the Company or any Guarantor consisting of Guarantees of Debt of the Company or any Guarantor or (y) any Non-Guarantor Restricted Subsidiary consisting of Guarantees of Debt of another Non-Guarantor Restricted Subsidiary, in each case Incurred under any other clause (including, without limitation, paragraph (a)) of this Section 4.06; (11) Debt Incurred by the Company or any Restricted Subsidiary representing deferred compensation to employees of the Company or a Restricted Subsidiary Incurred (x) in the ordinary course of business or (y) in connection with any acquisition permitted by the Indenture; (12) Debt consisting of promissory Notes issued by the Company or any Restricted Subsidiary to future, present or former directors, officers, members of management, employees or consultants of the Company or any of its Subsidiaries or their respective estates, heirs, family members, spouses or former spouses to finance the purchase or redemption of Equity Interests of the Company permitted by Section 4.07; (13) Debt arising from the honoring by a bank or other financial institution of a check, draft or similar instrument (except in the case of daylight overdrafts) drawn against insufficient funds in the ordinary course of business, provided, however, that such Debt is extinguished within five business days of Incurrence; (14) Debt of the Company or any Restricted Subsidiary supported by a letter of credit issued pursuant to Credit FacilitiesFacilities that is Incurred under clause (b)(1) of this Section 4.06, in a principal amount not in excess of the stated amount of such letter of credit; (15) Debt Consisting of the financing of insurance premiums in the ordinary course of business; (16) Debt in respect of Cash Management Practices; (17) Debt Incurred in the ordinary course of business by the Exchange Companies in connection with “1031 exchange” transactions under Section 1031 of the Code (or regulations promulgated thereunder, including Revenue Procedure 2000-37) that is limited in recourse to the properties (real or personal) which are the subject of such “1031 exchange” transactions (collectively, the “Specified Non-Recourse Indebtedness”); and (18) Debt of the Company or any Restricted Subsidiary Incurred on or after the Issue Date not otherwise permitted in an aggregate principal amount at any time outstanding, including any Permitted Refinancing Debt in respect thereof, not to exceed $50.0 million. (c) For purposes of determining compliance with this Section 4.06 in the event that an item of Debt meets the criteria of more than one of the categories of Permitted Debt described in clauses (1) through (18) under clause (b) of this Section 4.06 or is entitled to be Incurred pursuant to under clause (a) of this Section 4.06, the Company shall, in its sole discretion, classify or reclassify, or later divide, classify or reclassify, such item of Debt in any manner that complies with this Section 4.06 and may include the amount and type of such Debt in one or more of such clauses (including in part under one such clause and in part under another such clause) and only be required to include the amount and type of such Debt in one of such clauses; provided that all Debt under the Credit Agreement outstanding on the Issue Date shall be deemed to have been Incurred pursuant to clause (1) under clause (b) of this Section 4.06 and the Company shall not be permitted to reclassify all or any portion of such Debt under the Credit Agreement outstanding on the Issue Date. (d) For purposes of determining compliance with any U.S. dollar-denominated restriction on the Incurrence of Debt, the U.S. dollar-equivalent principal amount of Debt denominated in a foreign currency shall be calculated based on the relevant currency exchange rate in effect on the date such Debt was Incurred, in the case of term Debt, or first committed, in the case of revolving credit Debt; provided that if such Debt is Incurred to refinance other Debt denominated in a foreign currency, and such refinancing would cause the applicable U.S. dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing, such U.S. dollar-denominated restriction shall be deemed not to have been exceeded so long as the aggregate principal amount of such Credit Facilities, including the Existing Letter of Credit Facility, refinancing Debt does not exceed $250,000,000 the principal amount of such Debt being refinanced. Notwithstanding any other provision of this Section 4.06, the maximum amount of Debt that the Company may Incur pursuant to this covenant shall not be deemed to be exceeded solely as a result of fluctuations in the exchange rate of currencies. The principal amount of any Debt Incurred to refinance other Debt, if Incurred in a different currency from the Debt being refinanced, shall be calculated based on the currency exchange rate applicable to the currencies in which such refinancing Debt is denominated that is in effect on the date of such refinancing. (subject e) Notwithstanding anything contained herein, neither the Company nor any Guarantor may Incur any Debt that is subordinate in right of payment to reduction other Debt of the Company or the Guarantor unless such Debt is also subordinate in right of payment to the Notes or the relevant Note Guaranty on substantially identical terms. (1) Unsecured Debt will not be treated as provided subordinated or junior to secured Debt merely because it is unsecured and (2) senior Debt will not be treated as subordinated or junior to any other senior Debt merely because it has a junior priority with respect to the same collateral or by virtue of the fact that the holders of such senior Debt have entered into intercreditor or other arrangements giving one or more of such holders priority over the other holders in clause (z) below) at any one time outstanding, provided that:the collateral held by them.

Limitation on Debt and Disqualified or Preferred Stock. (a) The Company: (1i) will not, and will not permit any of its Restricted Subsidiaries to, Incur any Debt (including Acquired Debt); and (2ii) will not, and will not permit any Restricted Subsidiary to, Incur any Disqualified Stock Stock, and will not permit any of its Restricted Subsidiaries that are not Guarantors to Incur any Preferred Stock (other than Disqualified Stock or Preferred Stock of Restricted Subsidiaries held by the Company and/or or a Restricted Subsidiary that is a GuarantorSubsidiary, so long as it is so held); provided that the Company may Incur, and may permit or any Guarantor to Incur, may Incur Debt (including Acquired Debt) and the Company or any Guarantor may Incur Disqualified Stock, Stock and any Guarantor may Incur Preferred Stock if, on the date of the Incurrence, after giving effect to the Incurrence and the receipt and application of the proceeds therefrom, (x) the Fixed Charge Coverage Ratio is not less than 2.25 to 1.0 and (y) the Senior Debt to Consolidated Cash Flow Ratio does not exceed 3.50 to 1.02.0:1.0. (b) Notwithstanding the foregoing, the Company and, to the extent provided below, any Restricted Subsidiary may Incur any of the following (“Permitted Debt”): (1i) (A) Debt (including Debt under the Credit Agreement and in respect of Trade Obligations or Performance Obligations) of the Company or any Guarantor Restricted Subsidiary pursuant to Credit Facilities (“Permitted Credit Facility Debt”); provided that the aggregate principal amount of such Debt at any time outstanding shall not exceed (x) the greater of (i) $500,000,000 minus any amount of such Debt permanently repaid under Section 4.09(a)(iii)(A)(1) and (ii) the Borrowing Base Amount minus (y) the amount of Restricted Subsidiaries pursuant to any Permitted Receivables Financing outstanding, and (B) Guarantees of such Credit Facilities) so long as Debt by the aggregate amount of such Credit Facilities, including the Existing Letter of Credit Facility, does not exceed $250,000,000 (subject to reduction as provided in clause (z) below) at Company or any one time outstanding, provided that:Restricted Subsidiary;

Limitation on Debt and Disqualified or Preferred Stock. (a) The CompanyIssuer: (1i) will not, and will not permit any of its the Restricted Subsidiaries to, Incur any Debt (including Acquired Debt); and (2ii) will not, and will not permit any Restricted Subsidiary to, Incur any Disqualified Stock Stock, and will not permit any of its Restricted Subsidiaries Subsidiary that are is not Guarantors a Guarantor to Incur any Preferred Stock (other than Disqualified or Preferred Stock of Restricted Subsidiaries held by the Company and/or Issuer or a Restricted Subsidiary that is a GuarantorSubsidiary, so long as it is so held); provided that the Company may Incur, and may permit Issuer or any Guarantor to Incur, may Incur Debt (including Acquired Debt) or Disqualified Stock, Stock and any Guarantor may Incur Preferred Stock if, on the date of the Incurrence, after giving effect to the Incurrence and the receipt and application of the proceeds therefrom, (x) the Fixed Charge Interest Coverage Ratio is not less than 2.25 2.50 to 1.0 1.00 and (yii) the Senior Debt Net Leverage Ratio is not greater than 3.25 to Consolidated Cash Flow Ratio does not exceed 3.50 to 1.01.00. (b) Notwithstanding the foregoing, the Company Issuer and, to the extent provided below, any Restricted Subsidiary may Incur any of the following (“Permitted Debt”): (1i) Debt (including Debt under the Credit Agreement and in respect of Trade Obligations or Performance Obligations) of the Company Issuer or any Guarantor pursuant to Credit Facilities Facilities; provided that the aggregate principal amount at any time outstanding does not exceed the greater of (x) US$125.0 million (or the equivalent in other currencies) or (y) 12.0% of Consolidated Tangible Assets; (ii) Debt of the Issuer or any Restricted Subsidiary to the Issuer or any Restricted Subsidiary so long as such Debt continues to be owed to the Issuer or a Restricted Subsidiary and which, if the obligor is the Issuer or a Restricted Subsidiary is subordinated in right of payment to the Notes; (iii) the incurrence of (A) Debt of the Issuer pursuant to the Notes (other than Additional Notes) and (B) Debt of any Guarantor pursuant to a Note Guarantee; (iv) Debt (“Permitted Refinancing Debt”) constituting an extension or renewal of, replacement of, or substitution for, or issued in exchange for, or the net proceeds of which are used to repay, redeem, repurchase, refinance or refund, including by way of defeasance, (all of the above, for purposes of this paragraph, “refinance”) then outstanding Debt in an amount not to exceed the principal amount of the Debt so refinanced, plus premiums, fees and expenses; provided that (A) in case the Debt to be refinanced is Subordinated Debt, the new Debt, by its terms or by the terms of any agreement or instrument pursuant to which it is outstanding, is expressly made subordinate in right of payment to the Notes at least to the extent that the Debt to be refinanced is subordinated to the Notes, (B) the new Debt does not have a Stated Maturity prior to the Stated Maturity of the Debt to be refinanced, and the Average Life of the new Debt is at least equal to the remaining Average Life of the Debt to be refinanced, (C) in no event may Debt of the Issuer or any Guarantor be refinanced pursuant to this clause by means of any Debt of any Restricted Subsidiary that is not a Guarantor, and (D) Debt Incurred pursuant to paragraphs (i), (ii), (v), (vi), (ix), (x), (xi) and (xii) of clause (b) may not be refinanced pursuant to this clause; (v) Hedging Agreements of the Issuer or any Restricted Subsidiary entered into in the ordinary course of business of the Issuer and such Restricted Subsidiary and not for speculation; (vi) Debt consisting of letters of credit, banker’s acceptances, performance bonds, appeal bonds, surety bonds, bid bonds, customs bonds and other similar bonds and reimbursement obligations Incurred by the Issuer or any Restricted Subsidiary in the ordinary course of business securing the performance of contractual, franchise or license obligations of the Issuer or any Restricted Subsidiary (in each case, other than for an obligation for borrowed money); (vii) (i) Acquired Debt or (ii) Debt incurred in connection with an acquisition, provided that in either case, after giving effect to the Incurrence thereof, the Issuer could Incur at least US$1.00 of Debt under Section 4.07(a) or the Net Leverage Ratio of the Issuer and its Restricted Subsidiaries is equal to or less than the Net Leverage Ratio immediately prior to the transaction in which the relevant Person merges with or into or becomes a Restricted Subsidiary; (viii) Debt of the Issuer or any Restricted Subsidiary outstanding on the Issue Date (and, for purposes of paragraph (iv)(D), not otherwise constituting Permitted Debt); (ix) Debt of the Issuer or any Restricted Subsidiary, which may include Capital Leases, Incurred on or after the Issue Date no later than 180 days after the date of purchase or completion of construction, improvement, repair, maintenance, upgrade or replacement of property (real or personal) or equipment for the purpose of financing all or any part of the purchase price or cost thereof, provided that the principal amount of any Debt Incurred pursuant to this clause may not exceed (a) the greater of US$125.0 million (or the equivalent in other currencies) or 12.0% of Consolidated Tangible Assets less (b) the aggregate outstanding amount of Permitted Refinancing Debt Incurred to refinance Debt Incurred pursuant to this clause; (x) Debt of the Issuer or any Guarantor consisting of Guarantees of Debt of the Issuer or any Guarantor Incurred under any other clause of this Section; (xi) Debt arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds or Debt in respect of netting services, automatic clearinghouse arrangements, overdraft protections and similar arrangements in connection with deposit accounts, in each case in the ordinary course of business; and (xii) Debt of the Issuer or any Restricted Subsidiary Incurred on or after the Issue Date not otherwise permitted in an aggregate principal amount at any time outstanding not to exceed the greater of US$125.0 million (or the equivalent in other currencies) or 12.0% of Consolidated Tangible Assets. (c) Notwithstanding any other provision of this Section 4.07, for purposes of determining compliance with this Section, increases in Debt solely due to fluctuations in the exchange rates of currencies will not be deemed to exceed the maximum amount that the Issuer or a Restricted Subsidiary may Incur under this Section. For purposes of determining compliance with any U.S. dollar-denominated restriction on the Incurrence of Debt, the U.S. dollar-equivalent principal amount of Debt denominated in a foreign currency shall be calculated based on the relevant currency exchange rate in effect on the date such Credit Facilities) Debt was Incurred; provided that if such Debt is Incurred to refinance other Debt denominated in a foreign currency, and such refinancing would cause the applicable U.S. dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing, such U.S. dollar-denominated restriction shall be deemed not to have been exceeded so long as the aggregate principal amount of such Credit Facilities, including the Existing Letter of Credit Facility, refinancing Debt does not exceed $250,000,000 the principal amount of such Debt being refinanced. The principal amount of any Debt Incurred to refinance other Debt, if Incurred in a different currency from the Debt being refinanced, shall be calculated based on the currency exchange rate applicable to the currencies in which such respective Debt is denominated that is in effect on the date of such refinancing. (subject d) In the event that an item of Debt meets the criteria of more than one of the types of Debt described in this Section, the Issuer, in its sole discretion, will classify items of Debt and will only be required to reduction as provided include the amount and type of such Debt in clause one of such clauses and the Issuer will be entitled to divide and classify an item of Debt in more than one of the types of Debt described in this Section, and may change the classification of an item of Debt (zor any portion thereof) below) to any other type of Debt described in this Section at any one time outstandingtime; provided that Debt under the Credit Facilities outstanding on the Issue Date shall be deemed at all times to be Incurred under Section 4.07(b)(i). (e) For purposes of determining compliance with, and the outstanding principal amount of, any particular Debt Incurred pursuant to and in compliance with this Section: (i) the outstanding principal amount of any item of Debt will be counted only once; (ii) the amount of Debt issued at a price that is less than the principal amount thereof will be equal to the amount of the liability in respect thereof determined in accordance with IFRS; (iii) Guarantees of, or obligations in respect of letters of credit or similar instruments relating to, Debt which is otherwise included in the determination of a particular amount of Debt will not be included; and (iv) the accrual of interest, the accretion or amortization of original issue discount, the payment of regularly scheduled interest in the form of additional Debt of the same instrument or the payment of regularly scheduled dividends on Disqualified Stock in the form of additional Disqualified Stock with the same terms will not be deemed to be an Incurrence of Debt for purposes of this Section; provided that:that any such outstanding additional Debt or Disqualified Stock paid in respect of Debt Incurred pursuant to any provision of paragraph (ii) above will be counted as Debt outstanding thereunder for purposes of any future Incurrence under such provision.

Limitation on Debt and Disqualified or Preferred Stock. (a) The Company: (1) will not, and will not permit any of its Restricted Subsidiaries to, Incur any Debt (including Acquired Debt); and (2) (x) will not, and will not permit any Restricted Subsidiary to, Incur any Disqualified Stock Stock, and (y) will not permit any of its Restricted Subsidiaries that are not Guarantors to Incur any Preferred Stock (other than Disqualified or Preferred Stock of Restricted Subsidiaries held by the Company and/or or a Restricted Subsidiary that is a GuarantorSubsidiary, so long as it is so held); provided that the Company may Incur, and may permit or any Guarantor to Incur, may Incur Debt (including Acquired Debt) and the Company or any Guarantor may Incur Disqualified Stock, Stock and any Guarantor may Incur Preferred Stock if, on the date of the Incurrence, after giving effect to the Incurrence and the receipt and application of the proceeds therefrom, (x) the Fixed Charge Coverage Ratio is not less than 2.25 to 1.0 and (y) the Senior Debt to Consolidated Cash Flow Ratio does not exceed 3.50 to 1.02:1. (b) Notwithstanding the foregoing, the Company and, to the extent provided below, any Restricted Subsidiary may Incur any of the following (“Permitted Debt”): (1) Debt (including Debt under the Credit Agreement and in respect of Trade Obligations or Performance Obligations“Permitted Bank Debt”) of the Company or any Guarantor pursuant to Credit Facilities (Facilities; provided that the aggregate principal amount at any time outstanding does not exceed $1.185 billion, less any amount of such Debt permanently repaid as provided under Section 4.13, and of Restricted Subsidiaries pursuant to Guarantees of such Debt by the Company or any Restricted Subsidiary (provided that such Restricted Subsidiary concurrently Guarantees the Notes) (2) Debt of the Company owing to any Restricted Subsidiary or Debt of any Restricted Subsidiary owing to the Company or any other Restricted Subsidiary, in each case for so long as such Debt continues to be owed to the Company or a Restricted Subsidiary, as the case may be provided that (x) if the obligor is the Company, such Debt is subordinated in right of payment to the Notes and (y) if the obligor is a Guarantor and the Company or a Guarantor is not the obligee, such Debt is subordinated in right of payment to the Note Guaranty of such Guarantor; (3) Debt of the Company pursuant to the Notes (other than Additional Notes) and Debt of any Guarantor pursuant to a Note Guaranty of the Notes (including Additional Notes); (4) Debt (“Permitted Refinancing Debt”) constituting an extension or renewal of, replacement of, or substitution for, or issued in exchange for, or the net proceeds of which are used to repay, redeem, repurchase, refinance or refund, including by way of defeasance or discharge (all of the above, for purposes of this clause, “refinance”) Debt then outstanding on the date of the Indenture or Incurred thereafter in compliance with the Indenture (including, subject to the limits below, (x) Debt of the Company that refinances Debt of any Restricted Subsidiary, (y) Debt of any Restricted Subsidiary that refinances Debt of another Restricted Subsidiary or the Company and (z) Debt that refinances Permitted Refinancing Debt) in an amount not to exceed the principal amount of the Debt so refinanced, plus premiums, fees and expenses; provided that (A) in case the Debt to be refinanced is subordinated in right of payment to the Notes, the new Debt, by its terms or by the terms of any agreement or instrument pursuant to which it is outstanding, is expressly made subordinate in right of payment to the Notes at least to the extent that the Debt to be refinanced is subordinated to the Notes (B) (a) if the Stated Maturity of the Debt being refinanced is earlier than the Stated Maturity of the Notes, the Refinancing Debt has a Stated Maturity no earlier than the Stated Maturity of the Debt being refinanced or (b) if the Stated Maturity of the Debt being refinanced is later than the Stated Maturity of the Notes, the Refinancing Debt has a Stated Maturity after the Stated Maturity of the Notes, (C) the Average Life of the new Debt is at least equal to the remaining Average Life of the Debt to be refinanced, (D) in no event may Debt of the Company or any Guarantor be refinanced pursuant to this clause by means of any Debt of any Restricted Subsidiary that is not a Guarantor, and (E) Debt Incurred pursuant to clause (1), (2), (5), (6), (9), (10), (11), (12), (13), (14), (15) (16), (17) or (19) may not be refinanced pursuant to this clause; (5) Hedging Agreements of the Company or any Restricted Subsidiary entered into in the ordinary course of business for the purpose of limiting risks associated with the business (including the Debt) of the Company and its Restricted Subsidiaries and not for speculation; (6) Debt of the Company or any Restricted Subsidiary with respect to (A) letters of credit and bankers’ acceptances issued in the ordinary course of business and not supporting Debt, including letters of credit supporting performance, surety or appeal bonds or (B) indemnification, adjustment of purchase price or similar obligations Incurred in connection with the acquisition or disposition of any business or assets; (7) Acquired Debt, provided that after giving effect to the Incurrence thereof and the related acquisition, (i) the Company could incur at least $1.00 of Debt under the Fixed Charge Coverage Ratio under paragraph (a) of this Section 4.06 or (ii) the Fixed Charge Coverage Ratio for the Company and its Restricted Subsidiaries would be greater than such ratio for the Company and its Restricted Subsidiaries immediately prior to such Incurrence; (8) Debt of the Company or any Restricted Subsidiary outstanding on the Issue Date (and, for the purposes of clause (4) (E), not otherwise constituting Permitted Debt); (9) Debt of the Company or any Restricted Subsidiary, which may include Capital Leases, Incurred on or after the Issue Date no later than one year after the date of purchase or completion of construction or improvement of property or assets or the acquisition of the Capital Stock of any Person that owns such property or assets for the purpose of financing or refinancing all or any part of the purchase price, leasing cost or cost of construction or improvement, and any Debt Incurred to refinance such Debt, in an aggregate principal amount not to exceed the greater of (i) $50.0 million and (ii) 2.0% of Total Assets at any time outstanding; (10) Debt of (x) the Company or any Guarantor consisting of Guarantees of Debt of the Company or any Guarantor or (y) any Non-Guarantor Restricted Subsidiary consisting of Guarantees of Debt of another Non-Guarantor Restricted Subsidiary, in each case Incurred under any other clause (including, without limitation, paragraph (a)) of this Section 4.06; (11) Debt Incurred by the Company or any Restricted Subsidiary representing deferred compensation to employees of the Company or a Restricted Subsidiary Incurred (x) in the ordinary course of business or (y) in connection with any acquisition permitted by the Indenture; (12) Debt consisting of promissory Notes issued by the Company or any Restricted Subsidiary to future, present or former directors, officers, members of management, employees or consultants of the Company or any of its Subsidiaries or their respective estates, heirs, family members, spouses or former spouses to finance the purchase or redemption of Equity Interests of the Company permitted by Section 4.07; (13) Debt arising from the honoring by a bank or other financial institution of a check, draft or similar instrument (except in the case of daylight overdrafts) drawn against insufficient funds in the ordinary course of business, provided, however, that such Debt is extinguished within five business days of Incurrence; (14) Debt of the Company or any Restricted Subsidiary supported by a letter of credit issued pursuant to Credit FacilitiesFacilities that is Incurred under clause (b)(1) of this Section 4.06, in a principal amount not in excess of the stated amount of such letter of credit; (15) Debt Consisting of the financing of insurance premiums in the ordinary course of business; (16) Debt in respect of Cash Management Practices; (17) Debt Incurred in the ordinary course of business by the Exchange Companies in connection with “1031 exchange” transactions under Section 1031 of the Code (or regulations promulgated thereunder, including Revenue Procedure 2000-37) that is limited in recourse to the properties (real or personal) which are the subject of such “1031 exchange” transactions (collectively, the “Specified Non-Recourse Indebtedness”); (18) Debt of the Company or any Restricted Subsidiary Incurred on or after the Issue Date not otherwise permitted in an aggregate principal amount at any time outstanding, including any Permitted Refinancing Debt in respect thereof, not to exceed the greater of (i) $75.0 million and (ii) 3.0% of Total Assets; and (19) Debt arising from adjustment of purchase price, earnouts or similar obligations, in each case, incurred or assumed in connection with the disposition of any business, assets or a Subsidiary; provided that such Debt is not reflected on the balance sheet of the Company or any of its Restricted Subsidiaries (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 the purposes of this clause (19)). (c) For purposes of determining compliance with this Section 4.06 in the event that an item of Debt meets the criteria of more than one of the categories of Permitted Debt described in clauses (1) through (19) under clause (b) of this Section 4.06 or is entitled to be Incurred pursuant to under clause (a) of this Section 4.06, the Company shall, in its sole discretion, classify or reclassify, or later divide, classify or reclassify, such item of Debt in any manner that complies with this Section 4.06 and may include the amount and type of such Debt in one or more of such clauses (including in part under one such clause and in part under another such clause) and only be required to include the amount and type of such Debt in one of such clauses; provided that all Debt under the Credit Agreement outstanding on the Issue Date shall be deemed to have been Incurred pursuant to clause (1) under clause (b) of this Section 4.06 and the Company shall not be permitted to reclassify all or any portion of such Debt under the Credit Agreement outstanding on the Issue Date. (d) For purposes of determining compliance with any U.S. dollar-denominated restriction on the Incurrence of Debt, the U.S. dollar-equivalent principal amount of Debt denominated in a foreign currency shall be calculated based on the relevant currency exchange rate in effect on the date such Debt was Incurred, in the case of term Debt, or first committed, in the case of revolving credit Debt; provided that if such Debt is Incurred to refinance other Debt denominated in a foreign currency, and such refinancing would cause the applicable U.S. dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing, such U.S. dollar-denominated restriction shall be deemed not to have been exceeded so long as the aggregate principal amount of such Credit Facilities, including the Existing Letter of Credit Facility, refinancing Debt does not exceed $250,000,000 the principal amount of such Debt being refinanced. Notwithstanding any other provision of this Section 4.06, the maximum amount of Debt that the Company may Incur pursuant to this covenant shall not be deemed to be exceeded solely as a result of fluctuations in the exchange rate of currencies. The principal amount of any Debt Incurred to refinance other Debt, if Incurred in a different currency from the Debt being refinanced, shall be calculated based on the currency exchange rate applicable to the currencies in which such refinancing Debt is denominated that is in effect on the date of such refinancing. (subject e) Notwithstanding anything contained herein, neither the Company nor any Guarantor may Incur any Debt that is subordinate in right of payment to reduction other Debt of the Company or the Guarantor unless such Debt is also subordinate in right of payment to the Notes or the relevant Note Guaranty on substantially identical terms. (1) Unsecured Debt will not be treated as provided subordinated or junior to secured Debt merely because it is unsecured and (2) senior Debt will not be treated as subordinated or junior to any other senior Debt merely because it has a junior priority with respect to the same collateral or by virtue of the fact that the holders of such senior Debt have entered into intercreditor or other arrangements giving one or more of such holders priority over the other holders in clause (z) below) at any one time outstanding, provided that:the collateral held by them.

Limitation on Debt and Disqualified or Preferred Stock. (a) The Company: (1i) will not, and will not permit any of its Restricted Subsidiaries to, Incur any Debt (including Acquired Debt); and (2ii) will not, and will not permit any Restricted Subsidiary to, Incur any Disqualified Stock Stock, and will not permit any of its Restricted Subsidiaries that are not Guarantors to Incur any Preferred Stock (other than Disqualified or Preferred Stock of Restricted Subsidiaries held by the Company and/or or a Wholly Owned Restricted Subsidiary that is a GuarantorSubsidiary, so long as it is so held); provided that the Company may Incur, and may permit or any Guarantor to Incur, may Incur Debt (including Acquired Debt) or Disqualified Stock, Stock if, on the date of the Incurrence, after giving effect to the Incurrence and the receipt and application of the proceeds therefrom, (x) the Fixed Charge Coverage Ratio is not less than 2.25 2.00 to 1.0 and (y) the Senior Debt to Consolidated Cash Flow Ratio does not exceed 3.50 to 1.01.00. (b) Notwithstanding the foregoing, the Company and, to the extent provided below, any Restricted Subsidiary may Incur any of the following (“Permitted Debt”): (1i) Debt (“Permitted Bank Debt”) of the Company pursuant to the Credit Agreement; provided that the aggregate principal amount of such Debt at any time outstanding does not exceed the greater of (x) $110 million, and (y) the Borrowing Base Amount, and Guarantees of such Debt by any Restricted Subsidiary; (ii) Debt of the Company or any Restricted Subsidiary to the Company or any Restricted Subsidiary so long as such Debt continues to be owed to the Company or a Restricted Subsidiary and which, if the obligor is the Company or a Guarantor, is subordinated in right of payment to the Notes; (iii) Debt of the Company pursuant to the Notes (other than Additional Notes) and the New Senior Secured Notes and Debt of any Guarantor pursuant to a Note Guaranty of the Notes (including Additional Notes) and any guarantee of the New Senior Secured Notes; (iv) Debt (“Permitted Refinancing Debt”) constituting an extension or renewal of, replacement of, or substitution for, or issued in exchange for, or the net proceeds of which are used to repay, redeem, repurchase, refinance or refund, including by way of defeasance (all of the above, for purposes of this clause, “refinance”) then outstanding Debt in an amount not to exceed the principal amount of the Debt so refinanced, plus premiums, fees and expenses; provided that (A) in case the Debt to be refinanced is subordinated in right of payment to the Notes, the new Debt, by its terms or by the terms of any agreement or instrument pursuant to which it is outstanding, is expressly made subordinate in right of payment to the Notes at least to the extent that the Debt to be refinanced is subordinated to the Notes, (B) the Average Life of the new Debt is at least equal to the remaining Average Life of the Debt to be refinanced, (C) in no event may Debt of the Company be refinanced pursuant to this clause by means of any Debt of any Restricted Subsidiary that is not a Guarantor, and in no event may Debt of a Guarantor be refinanced pursuant to this clause by means of any Debt of any Restricted Subsidiary that is not a Guarantor, and (D) Debt Incurred pursuant to clauses (i), (ii), (v), (vi), (x), (xi), (xii) and (xiii) may not be refinanced pursuant to this clause; (v) Hedging Agreements of the Company or any Restricted Subsidiary entered into in the ordinary course of business for the purpose of limiting risks associated with the business of the Company and its Restricted Subsidiaries and not for speculation; (vi) Debt of the Company or any Restricted Subsidiary with respect to letters of credit and bankers’ acceptances issued in the ordinary course of business and not supporting Debt, including letters of credit supporting performance, surety or appeal bonds or indemnification, adjustment of purchase price or similar obligations incurred in connection with the acquisition or disposition of any business or assets; (vii) Acquired Debt, provided that after giving effect to the Incurrence thereof, the Company could Incur at least $1.00 of Debt under Section 4.06(a); (viii) Debt of the Credit Agreement and Company or any Restricted Subsidiary outstanding on the Issue Date (and, for purposes of clause (iv)(D), not otherwise constituting Permitted Debt); (ix) Debt of the Company or any Restricted Subsidiary, which may include Capital Leases, Incurred on or after the Issue Date no later than 180 days after the date of purchase or completion of construction or improvement of property for the purpose of financing all or any part of the purchase price or cost of construction or improvement, provided that the aggregate outstanding principal amount of any Debt Incurred pursuant to this clause (ix) may not exceed (a) the greater of (i) $10.0 million or (ii) 3% of Tangible Assets (measured at the time of Incurrence of any such Debt), in respect each case less (b) the aggregate outstanding amount of Trade Obligations Permitted Refinancing Debt Incurred to refinance Debt Incurred pursuant to this clause (ix); provided, however, that no Debt may be incurred pursuant to this clause in order to finance any part of the purchase price or Performance Obligationscost of construction or improvement of the New Mold Line; (x) Debt of the Company or any Guarantor consisting of Guarantees of Debt of the Company or any Guarantor Incurred under any other clause of this covenant; (xi) Debt of the Company or a Restricted Subsidiary owed to any Person in connection with liability insurance provided by such Person to the Company or such Restricted Subsidiary, pursuant to Credit Facilities reimbursement or indemnification obligations to such Person, in each case incurred in the ordinary course of business; (and xii) Debt in respect of performance bonds; and (xiii) other Debt of the Company or any Restricted Subsidiaries Subsidiary Incurred on or after the Issue Date not otherwise permitted in an aggregate principal amount at any time outstanding not to exceed $15.0 million. For purposes of determining compliance with this covenant, in the event that an item of Debt meets the criteria of more than one of the categories of Permitted Debt described in clauses (i) through (xiii) above or is entitled to be Incurred pursuant to Guarantees paragraph (a) of this Section 4.06, the Company shall, in its sole discretion, classify or reclassify, or later divide, classify or reclassify, such item of Debt in any manner that complies with this Section 4.06; provided that all Debt under the Credit Agreement outstanding on the Issue Date shall be deemed to have been Incurred pursuant to clause (i) and the Company shall not be permitted to reclassify all or any portion of such Debt under the Credit Facilities) so long as Agreement outstanding on the aggregate amount of such Credit Facilities, including the Existing Letter of Credit Facility, does not exceed $250,000,000 (subject to reduction as provided in clause (z) below) at any one time outstanding, provided that:Issue Date.