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

Limitation on Incurrence of Additional Indebtedness and Issuance of Preferred Stock. (a) Other than Permitted Indebtedness, the Company will not, and will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee, acquire, become liable, contingently or otherwise, with respect to, or otherwise become responsible for payment of (collectively, “incur”) any Indebtedness (including, without limitation, Acquired Indebtedness) and the Company will not permit any of its Restricted Subsidiaries to issue any Preferred Stock; provided, however, that if no Default or Event of Default shall have occurred and be continuing at the time of or as a consequence of the incurrence of any such Indebtedness or issuance of Preferred Stock, then the Company and the Restricted Subsidiaries or any of them may incur Indebtedness and any Restricted Subsidiary may issue Preferred Stock, in each case, if on the date of the incurrence of such Indebtedness or issuance of Preferred Stock, after giving pro forma effect to the incurrence thereof and the receipt and application of the proceeds therefrom, the Company’s Consolidated EBITDAX Coverage Ratio would have been greater than 2.25 to 1.0. (b) For purposes of determining any particular amount of Indebtedness under this covenant, (i) guarantees of, or obligations in respect of letters of credit relating to, Indebtedness otherwise included in the determination of such amount shall not also be included and (ii) if obligations in respect of letters of credit are incurred pursuant to a Credit Facility and are being treated as incurred pursuant to clause (1) of the definition of “Permitted Indebtedness” and the letters of credit relate to other Indebtedness, then such other Indebtedness shall not be included. (c) Indebtedness or Preferred Stock of a Person existing at the time such Person becomes a Restricted Subsidiary (whether by merger, consolidation, acquisition of Capital Stock or otherwise) or is merged with or into the Company or any Restricted Subsidiary or which is secured by a Lien on an asset acquired by the Company or a Restricted Subsidiary (whether or not such Indebtedness is assumed by the acquiring Person) shall be deemed incurred at the time the Person becomes a Restricted Subsidiary or at the time of the asset acquisition, as the case may be. (d) The Company will not, and will not permit any Subsidiary Guarantor to, incur any Indebtedness which by its terms (or by the terms of any agreement governing such Indebtedness) is subordinated in right of payment to any Indebtedness of the Company or such Subsidiary Guarantor, as the case may be, other than the Notes and the Subsidiary Guarantees, unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) made expressly subordinate in right of payment to the Notes or the Subsidiary Guarantee of such Subsidiary Guarantor, as the case may be, pursuant to subordination provisions that are at least as favorable to the holders of the Notes or such Subsidiary Guarantee as the subordination provisions of such Indebtedness (or agreement). (e) For purposes of this Supplemental Indenture, no Indebtedness will be deemed to be subordinate or junior in right of payment to other Indebtedness solely by virtue of not being the benefit of a Lien on assets, or guarantee of a Person, that benefits the other Indebtedness or having the benefit of such a Lien or guarantee ranking subordinate or junior to a Lien or guarantee benefiting the other Indebtedness.

Limitation on Incurrence of Additional Indebtedness and Issuance of Preferred Stock. (a) Other than Permitted Indebtedness, the The Company will not, and will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee, acquire, become liable, contingently or otherwise, with respect to, or otherwise become responsible for payment of (collectively, “incur”) incur any Indebtedness (including, without limitation, Acquired Indebtedness) other than Permitted Indebtedness and the Company will not permit any of its Restricted Subsidiaries to issue any Preferred StockStock other than Permitted Indebtedness; provided, however, that if no Default or Event of Default shall have occurred and be continuing at the time of or as a consequence of the incurrence of any such Indebtedness or issuance of Preferred StockIndebtedness, then the Company and the Restricted Subsidiaries or any of them Restricted Subsidiary may incur Indebtedness and any of the Restricted Subsidiary Subsidiaries may issue Preferred StockStock if, in each case, if on the date of the incurrence of such Indebtedness or issuance of such Preferred Stock, after giving effect to the incurrence or issuance thereof, the Consolidated Fixed Charge Coverage Ratio of the Company is equal to or greater than 2.0 to 1.0; provided, further, that Restricted Subsidiaries (other than the Issuer) that are not Guarantors may not incur Indebtedness or issue Preferred Stock pursuant to the foregoing proviso if, after giving pro forma effect to the such incurrence thereof and the receipt or issuance and application of proceeds thereof, the proceeds therefromaggregate amount of outstanding Indebtedness and Preferred Stock of Restricted Subsidiaries (other than the Issuer) that are not Guarantors incurred subsequent to the Issue Date pursuant to this Section 4.04, clause (2) and clause (13) of the definition of “Permitted Indebtedness” exceeds the greater of (x) $500.0 million and (y) 7.5% of the Company’s Consolidated EBITDAX Coverage Ratio would have been greater than 2.25 to 1.0. (b) Total Assets. For purposes of determining any particular amount compliance with this Section 4.04, in the event that an item of Indebtedness or Preferred Stock meets the criteria of more than one of the categories of Permitted Indebtedness described in the definition of “Permitted Indebtedness,” or is entitled to be incurred or issued, as the case may be, pursuant to the first paragraph of this Section 4.04, the Company, in its sole discretion, will be permitted to classify such item of Indebtedness or Preferred Stock on the date of its incurrence or issuance, as the case may be, in any manner that complies with this Section 4.04, or later divide, classify or reclassify (based on circumstances existing at the time of such division, classification or reclassification) all or a portion of such item of Indebtedness or Preferred Stock in any manner that complies with this Section 4.04 and such item of Indebtedness or Preferred Stock (or portion thereof, as applicable) will be treated as having been incurred or issued, as the case may be, pursuant to only such clause or clauses or the first paragraph of this Section 4.04. Additionally, Indebtedness permitted by this Section 4.04 need not be permitted solely by reference to one provision permitting such Indebtedness but may be permitted in part by one such provision and in part by one or more other provisions of this Section 4.04 permitting such Indebtedness. Indebtedness under the term loan portion of the Credit Agreement outstanding on the date on which the Securities are first issued and authenticated under this covenant, (i) guarantees of, or obligations Indenture will initially be deemed to have been incurred on the Issue Date in respect of letters of credit relating to, Indebtedness otherwise included in reliance on the determination of such amount shall not also be included and (ii) if obligations in respect of letters of credit are incurred pursuant to a Credit Facility and are being treated as incurred pursuant to exception provided by clause (12) of the definition of “Permitted Indebtedness” and the letters of credit relate to other Indebtedness, then such other Indebtedness shall may not later be included. (c) Indebtedness or Preferred Stock of a Person existing at the time such Person becomes a Restricted Subsidiary (whether by merger, consolidation, acquisition of Capital Stock or otherwise) or is merged with or into the Company or any Restricted Subsidiary or which is secured by a Lien on an asset acquired by the Company or a Restricted Subsidiary (whether or not such Indebtedness is assumed by the acquiring Person) shall be deemed incurred at the time the Person becomes a Restricted Subsidiary or at the time of the asset acquisition, as the case may be. (d) reclassified. The Company Issuer will not, and will not permit any Subsidiary Guarantor to, directly or indirectly, incur any Indebtedness which (including Acquired Indebtedness) that, by its terms (or by the terms of any agreement governing such Indebtedness) terms, is subordinated or junior in right of payment to any Indebtedness of the Company Issuer or such Subsidiary Guarantor, as the case may be, other than the Notes and the Subsidiary Guarantees, unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) made expressly subordinate subordinated in right of payment to the Notes Securities or such Guarantor’s Guarantee, as the Subsidiary Guarantee case may be, to the extent and in the same manner as such Indebtedness is subordinated to other Indebtedness of the Issuer or such Subsidiary Guarantor, as the case may be. For the avoidance of doubt, pursuant to subordination provisions that are at least as favorable to under the holders of the Notes or such Subsidiary Guarantee as the subordination provisions of such Indebtedness (or agreement). (e) For purposes terms of this Supplemental Indenture, no Indenture (1) unsecured Indebtedness will not be deemed to be subordinate treated as subordinated or junior in right of payment to other Secured Indebtedness solely by virtue of merely because such Indebtedness is unsecured or (2) Senior Indebtedness will not being the benefit of a Lien on assets, or guarantee of a Person, that benefits the other Indebtedness or having the benefit of such a Lien or guarantee ranking subordinate be treated as subordinated or junior in right of payment to a Lien or guarantee benefiting any other Senior Indebtedness merely because it has junior priority with respect to the other Indebtednesssame collateral.

Limitation on Incurrence of Additional Indebtedness and Issuance of Preferred Stock. (a) Other than Permitted Indebtedness, the The Company will not, and will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee, acquire, become liable, contingently or otherwise, with respect to, or otherwise become responsible for payment of (collectively, “incur”) incur any Indebtedness (including, without limitation, Acquired Indebtedness) other than Permitted Indebtedness and the Company will not permit any of its Restricted Subsidiaries to issue any Preferred Stock; Stock other than Permitted Indebtedness; provided, however, that if no Default or Event of Default shall have occurred and be continuing at the time of or as a consequence of the incurrence of any such Indebtedness or issuance of Preferred StockIndebtedness, then the Company and the Restricted Subsidiaries or any of them Restricted Subsidiary may incur Indebtedness and any of the Restricted Subsidiary Subsidiaries may issue Preferred StockStock if, in each case, if on the date of the incurrence of such Indebtedness or issuance of such Preferred Stock, after giving effect to the incurrence or issuance thereof, the Consolidated Fixed Charge Coverage Ratio of the Company is equal to or greater than 2.0 to 1.0; provided, further, that Restricted Subsidiaries (other than the Issuer) that are not Guarantors may not incur Indebtedness or issue Preferred Stock pursuant to the foregoing proviso if, after giving pro forma effect to the such incurrence thereof and the receipt or issuance and application of proceeds thereof, the proceeds therefromaggregate amount of outstanding Indebtedness and Preferred Stock of Restricted Subsidiaries (other than the Issuer) that are not Guarantors incurred subsequent to the Issue Date pursuant to this Section 4.04, clause (2) and clause (13) of the definition of “Permitted Indebtedness” exceeds the greater of (x) $600.0 million and (y) 8.0% of the Company’s Consolidated EBITDAX Coverage Ratio would have been greater than 2.25 to 1.0. (b) Total Assets. For purposes of determining any particular amount compliance with this Section 4.04, in the event that an item of Indebtedness or Preferred Stock meets the criteria of more than one of the categories of Permitted Indebtedness described in the definition of “Permitted Indebtedness,” or is entitled to be incurred or issued, as the case may be, pursuant to the first paragraph of this Section 4.04, the Company, in its sole discretion, will be permitted to divide or classify such item of Indebtedness or Preferred Stock on the date of its incurrence or issuance, as the case may be, in any manner that complies with this Section 4.04, or later divide, classify or reclassify (based on circumstances existing at the time of such division, classification or reclassification) all or a portion of such item of Indebtedness or Preferred Stock in any manner that complies with this Section 4.04 and such item of Indebtedness or Preferred Stock (or portion thereof, as applicable) will be treated as having been incurred or issued, as the case may be, pursuant to only such clause or clauses or the first paragraph of this Section 4.04. Additionally, Indebtedness permitted by this Section 4.04 need not be permitted solely by reference to one provision permitting such Indebtedness but may be permitted in part by one such provision and in part by one or more other provisions of this Section 4.04 permitting such Indebtedness. Indebtedness under the term loan portion of the Credit Agreement outstanding on the date on which the Securities are first issued and authenticated under this covenant, (i) guarantees of, or obligations Indenture will initially be deemed to have been incurred on the Issue Date in respect of letters of credit relating to, Indebtedness otherwise included in reliance on the determination of such amount shall not also be included and (ii) if obligations in respect of letters of credit are incurred pursuant to a Credit Facility and are being treated as incurred pursuant to exception provided by clause (12) of the definition of “Permitted Indebtedness” and may later be reclassified. In addition, in the letters event an item of credit relate to other Indebtedness, then such other Indebtedness shall not be included. (c) Indebtedness or Preferred Stock of a Person existing at the time such Person becomes a Restricted Subsidiary (whether by merger, consolidation, acquisition of Capital Stock or otherwise) or is merged with or into the Company or any Restricted Subsidiary portion thereof) is incurred or which issued pursuant to clauses (1) to (24) of the definition of “Permitted Indebtedness” on the same date that an item of Indebtedness or Preferred Stock (or any portion thereof) is secured by a Lien on an asset acquired by incurred or issued under the Company first paragraph of this Section 4.04, then the Fixed Charge Coverage Ratio will be calculated with respect to such incurrence or a Restricted Subsidiary issuance under the first paragraph of this covenant without regard to any Indebtedness or Preferred Stock (whether or not such any portion thereof) incurred or issued pursuant to the definition of “Permitted Indebtedness.” Unless the Issuer elects otherwise, the incurrence or issuance of Indebtedness is assumed by the acquiring Person) shall or Preferred Stock will be deemed incurred at or issued first under the time first paragraph of this Section 4.04 to the Person becomes a Restricted Subsidiary extent permitted, with the balance incurred or at the time issued under one of the asset acquisition, as categories of Permitted Indebtedness described in the case may bedefinition of “Permitted Indebtedness. (d) ” The Company Issuer will not, and will not permit any Subsidiary Guarantor to, directly or indirectly, incur any Indebtedness which by its terms (or by the terms of any agreement governing such including Acquired Indebtedness) that is subordinated or junior in right of payment to any Indebtedness of the Company Issuer or such Subsidiary Guarantor, as the case may be, other than the Notes and the Subsidiary Guarantees, unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) made expressly subordinate subordinated in right of payment to the Notes Securities or such Guarantor’s Guarantee, as the Subsidiary Guarantee case may be, to the extent and in the same manner as such Indebtedness is subordinated to other Indebtedness of the Issuer or such Subsidiary Guarantor, as the case may be. For the avoidance of doubt, pursuant to subordination provisions that are at least as favorable to under the holders of the Notes or such Subsidiary Guarantee as the subordination provisions of such Indebtedness (or agreement). (e) For purposes terms of this Supplemental Indenture, no Indenture (1) unsecured Indebtedness will not be deemed to be subordinate treated as subordinated or junior in right of payment to other Secured Indebtedness solely by virtue of merely because such Indebtedness is unsecured or (2) Senior Indebtedness will not being the benefit of a Lien on assets, or guarantee of a Person, that benefits the other Indebtedness or having the benefit of such a Lien or guarantee ranking subordinate be treated as subordinated or junior in right of payment to a Lien or guarantee benefiting any other Senior Indebtedness merely because it has junior priority with respect to the other Indebtednesssame collateral.

Limitation on Incurrence of Additional Indebtedness and Issuance of Preferred Stock. (a) Other than Permitted Indebtedness, the The Company will shall not, and will shall not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee, acquire, become liable, contingently or otherwise, with respect to, or otherwise become responsible for payment of (collectively, “incur”) incur any Indebtedness (includingincluding Acquired Debt), without limitation, Acquired Indebtedness) and the Company will shall not permit any of its Restricted Subsidiaries to issue any Preferred Stockpreferred stock; provided, however, that the Company and any Subsidiary Guarantor may incur Indebtedness (including Acquired Debt), if no Default or Event the Fixed Charge Coverage Ratio for the Company’s most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional Indebtedness is incurred would have been at least 2.25 to 1, determined on a pro forma basis (including a pro forma application of Default shall have occurred and be continuing the net proceeds therefrom), as if the additional Indebtedness had been incurred at the time beginning of or as a consequence such four-quarter period. The first paragraph of this Section 4.09 shall not prohibit the incurrence of any such of the following items of Indebtedness (collectively, “Permitted Debt”): (1) the incurrence by the Company or issuance any Subsidiary Guarantor of Preferred StockIndebtedness under the Credit Agreement in an aggregate principal amount at any one time outstanding (with letters of credit being deemed to have a principal amount equal to the maximum potential liability of the Company and its Restricted Subsidiaries thereunder) not to exceed $400.0 million, then less the aggregate amount of all Net Proceeds of Asset Sales applied by the Company or any Restricted Subsidiary to permanently repay any Indebtedness incurred pursuant to this clause (1) (and, in the case of any revolving credit Indebtedness, to effect a corresponding commitment reduction thereunder) pursuant to Section 4.11 hereof; (2) Existing Indebtedness; (3) the incurrence by the Company and the Restricted Subsidiaries Subsidiary Guarantors of Indebtedness represented by the 7.5% Senior Notes and the related 7.5% Senior Notes Subsidiary Guarantees issued pursuant to the 7.5% Senior Notes Indenture and outstanding on the Issue Date (after giving effect to the issuance of the Notes); (4) the incurrence by the Company and the Subsidiary Guarantors of Indebtedness represented by the Notes and the related Subsidiary Guarantees to be issued on the date hereof; (5) the incurrence by the Company or any Subsidiary Guarantor of them may incur Indebtedness and any Restricted Subsidiary may issue Preferred Stockrepresented by Capital Lease Obligations, mortgage financings or purchase money obligations, in each case, incurred for the purpose of financing all or any part of the purchase price or cost of construction or improvement of property, plant or equipment used in the business of the Company or such Subsidiary Guarantor, in an aggregate principal amount, including all Permitted Refinancing Indebtedness incurred to refund, refinance or replace any Indebtedness incurred pursuant to this clause (5), not to exceed $25.0 million at any time outstanding; (6) the incurrence by the Company or any Restricted Subsidiary of the Company of Permitted Refinancing Indebtedness in exchange for, or the net proceeds of which are used to renew, refund, refinance, replace, defease or discharge Indebtedness (other than intercompany Indebtedness) that was permitted by this Indenture to be incurred under the first paragraph of this Section 4.09 or clauses (2), (3), (4), (5), (6) or (9) of this paragraph; (7) the incurrence by the Company or any of its Restricted Subsidiaries of intercompany Indebtedness owing to and held by the Company or any of its Wholly Owned Restricted Subsidiaries; provided, however, that: (a) if the Company or any Subsidiary Guarantor is the obligor on such Indebtedness, such Indebtedness must be unsecured and expressly subordinated to the prior payment in full in cash of all Obligations with respect to the Notes, in the case of the Company, or the Subsidiary Guarantee, in the case of a Subsidiary Guarantor; (i) any subsequent issuance or transfer of Equity Interests that results in any such Indebtedness being held by a Person other than the Company or a Wholly Owned Restricted Subsidiary thereof and (ii) any sale or other transfer of any such Indebtedness to a Person that is not either the Company or a Wholly Owned Restricted Subsidiary thereof, shall be deemed, in each case, to constitute an incurrence of such Indebtedness by the Company or such Restricted Subsidiary, as the case may be, that was not permitted by this clause (7); and (c) Indebtedness owed to the Company or any Subsidiary Guarantor must be evidenced by an unsubordinated promissory note, unless the obligor under such Indebtedness is the Company or a Subsidiary Guarantor; (8) the Guarantee by the Company or any Subsidiary Guarantor of Indebtedness of the Company or a Restricted Subsidiary of the Company that was permitted to be incurred by another provision of this covenant; provided that, if the Indebtedness being guaranteed is subordinated to or pari passu with the Notes, then the Guarantee shall be subordinated or pari passu to the same extent as the Indebtedness Guaranteed; (9) the incurrence by the Company or any Subsidiary Guarantor of additional Indebtedness in an aggregate principal amount (or accreted value, as applicable) at any time outstanding, including all Permitted Refinancing Indebtedness incurred to refund, refinance or replace any Indebtedness incurred pursuant to this clause (9), not to exceed $25.0 million; (10) (i) Indebtedness of the Company or any of its Restricted Subsidiaries under agreements providing for indemnification, adjustment of purchase price or similar obligations, or Guarantees or letters of credit, surety bonds or performance bonds securing any obligations of the Company or any of its Restricted Subsidiaries pursuant to such agreements, in any case incurred in connection with the acquisition or disposition of any business or assets, so long as the principal amount does not exceed the gross proceeds actually received by the Company or any Restricted Subsidiary in connection with such disposition, (ii) Indebtedness of the Company of any its Restricted Subsidiaries represented by letters of credit for the account of the Company or such Restricted Subsidiary, as the case may be, issued in the ordinary course of business of the Company or such Restricted Subsidiary to provide security for workers’ compensation claims or payment obligations in connection with self-insurance or similar requirements in the ordinary course of business and other Indebtedness with respect to worker’s compensation claims, self-insurance obligations, bankers’ acceptances, performance, surety and similar bonds and completion guarantees provided by the Company or any of its Restricted Subsidiaries in the ordinary course of business, (iii) the incurrence by the Company or any of its Restricted Subsidiaries of Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business, provided, however, that such Indebtedness is extinguished within five Business Days of its incurrence and (iv) the incurrence by the Company of Indebtedness to the extent that the net proceeds thereof are promptly deposited to defease or to satisfy and discharge the Notes; (11) Indebtedness of the Company to the extent that the net proceeds thereof are promptly deposited to defease the Notes in accordance with the provisions of Article Eight herein; and (12) Indebtedness of a Restricted Subsidiary incurred and outstanding on or prior to the date on which such Restricted Subsidiary was acquired by the Company (other than Indebtedness or Capital Stock incurred in connection with, or to provide all or any portion of the funds or credit support utilized to consummate, the transaction or series of related transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary or was acquired by the Company) and Permitted Refinancing Indebtedness incurred in respect thereof; provided, however, that after giving effect to the incurrence of such Indebtedness, the Company would be able to incur an additional $1.00 of Indebtedness pursuant to the first paragraph of this Section 4.09. For purposes of determining compliance with this Section 4.09, if any proposed Indebtedness meets the criteria of more than one of the categories of Permitted Debt described in clauses (1) through (12) above, or is entitled to be incurred pursuant to the first paragraph of this Section 4.09, the Company shall be permitted to divide and classify an item of Indebtedness in more than one of the types of Indebtedness described above on the date of the incurrence its incurrence, or later reclassify all or a portion of such item of Indebtedness or issuance of Preferred Stock, after giving pro forma effect in any manner that complies with this Section 4.09. Indebtedness under the Credit Agreement outstanding on the date on which Notes are first issued under this Indenture shall be deemed to the incurrence thereof and the receipt and application of the proceeds therefrom, the Company’s Consolidated EBITDAX Coverage Ratio would have been greater than 2.25 to 1.0. (b) For purposes of determining any particular amount of Indebtedness under this covenant, (i) guarantees of, or obligations incurred on such date in respect of letters of credit relating to, Indebtedness otherwise included in reliance on the determination of such amount shall not also be included and (ii) if obligations in respect of letters of credit are incurred pursuant to a Credit Facility and are being treated as incurred pursuant to exception provided by clause (1) of the definition of “Permitted Indebtedness” and Debt. Notwithstanding any other provision of this Section 4.09, the letters maximum amount of credit relate Indebtedness that may be incurred pursuant to other Indebtedness, then such other Indebtedness this Section 4.09 shall not be included. (c) Indebtedness or Preferred Stock of a Person existing at the time such Person becomes a Restricted Subsidiary (whether by merger, consolidation, acquisition of Capital Stock or otherwise) or is merged with or into the Company or any Restricted Subsidiary or which is secured by a Lien on an asset acquired by the Company or a Restricted Subsidiary (whether or not such Indebtedness is assumed by the acquiring Person) shall be deemed incurred at the time the Person becomes a Restricted Subsidiary or at the time of the asset acquisition, as the case may be. (d) The Company will not, and will not permit any Subsidiary Guarantor to, incur any Indebtedness which by its terms (or by the terms of any agreement governing such Indebtedness) is subordinated in right of payment to any Indebtedness of the Company or such Subsidiary Guarantor, as the case may be, other than the Notes and the Subsidiary Guarantees, unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) made expressly subordinate in right of payment to the Notes or the Subsidiary Guarantee of such Subsidiary Guarantor, as the case may be, pursuant to subordination provisions that are at least as favorable to the holders of the Notes or such Subsidiary Guarantee as the subordination provisions of such Indebtedness (or agreement). (e) For purposes of this Supplemental Indenture, no Indebtedness will be deemed to be subordinate or junior exceeded with respect to any outstanding Indebtedness due solely to the result of fluctuations in right the exchange rates of payment to other Indebtedness solely by virtue of not being the benefit of a Lien on assets, or guarantee of a Person, that benefits the other Indebtedness or having the benefit of such a Lien or guarantee ranking subordinate or junior to a Lien or guarantee benefiting the other Indebtednesscurrencies.

Limitation on Incurrence of Additional Indebtedness and Issuance of Preferred Stock. (a) Other than Permitted Indebtedness, the Company will not, and will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee, acquire, become liable, contingently or otherwise, with respect to, or otherwise become responsible for payment of (collectively, “incur”) any Indebtedness (including, without limitation, Acquired Indebtedness) and the Company will not permit any of its Restricted Subsidiaries to issue any Preferred Stock; provided, however, that if no Default or Event of Default shall have occurred and be continuing at the time of or as a consequence of the incurrence of any such Indebtedness or issuance of Preferred Stock, then the Company and the Restricted Subsidiaries or any of them may incur Indebtedness and any Restricted Subsidiary may issue Preferred Stock, in each case, if on the date of the incurrence of such Indebtedness or issuance of Preferred Stock, after giving pro forma effect to the incurrence thereof and the receipt and application of the proceeds therefrom, the Company’s Consolidated EBITDAX Coverage Ratio would have been greater than 2.25 to 1.0. (b) For purposes of determining any particular amount of Indebtedness under this covenant, (i) guarantees of, or obligations in respect of letters of credit relating to, Indebtedness otherwise included in the determination of such amount shall not also be included and (ii) if obligations in respect of letters of credit are incurred pursuant to a Credit Facility and are being treated as incurred pursuant to clause (12) of the definition of “Permitted Indebtedness” and the letters of credit relate to other Indebtedness, then such other Indebtedness shall not be included. (c) Indebtedness or Preferred Stock of a Person existing at the time such Person becomes a Restricted Subsidiary (whether by merger, consolidation, acquisition of Capital Stock or otherwise) or is merged with or into the Company or any Restricted Subsidiary or which is secured by a Lien on an asset acquired by the Company or a Restricted Subsidiary (whether or not such Indebtedness is assumed by the acquiring Person) shall be deemed incurred at the time the Person becomes a Restricted Subsidiary or at the time of the asset acquisition, as the case may be. (d) The Company will not, and will not permit any Subsidiary Guarantor to, incur any Indebtedness which by its terms (or by the terms of any agreement governing such Indebtedness) is subordinated in right of payment to any Indebtedness of the Company or such Subsidiary Guarantor, as the case may be, other than the Notes and the Subsidiary Guarantees, unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) made expressly subordinate in right of payment to the Notes or the Subsidiary Guarantee of such Subsidiary Guarantor, as the case may be, pursuant to subordination provisions that are at least as favorable to the holders of the Notes Holders or such Subsidiary Guarantee as the subordination provisions of such Indebtedness (or agreement). (e) For purposes of this Supplemental Indenture, no Indebtedness will be deemed to be subordinate or junior in right of payment to other Indebtedness solely by virtue of not being having the benefit of a Lien on assets, or guarantee of a Person, that benefits the other Indebtedness or having the benefit of such a Lien or guarantee ranking subordinate or junior to a Lien or guarantee benefiting the other Indebtedness.

Limitation on Incurrence of Additional Indebtedness and Issuance of Preferred Stock. (a) Other than Permitted Indebtedness, the The Company will not, and will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee, acquire, become liable, contingently or otherwise, with respect to, or otherwise become responsible for payment of (collectively, “incur”) incur any Indebtedness (including, without limitation, Acquired Indebtedness) other than Permitted Indebtedness and the Company will not permit any of its Restricted Subsidiaries to issue any Preferred StockStock other than Permitted Indebtedness; provided, however, that if no Default or Event of Default shall have occurred and be continuing at the time of or as a consequence of the incurrence of any such Indebtedness or issuance of Preferred StockIndebtedness, then the Company and the Restricted Subsidiaries or any of them Restricted Subsidiary may incur Indebtedness and any of the Restricted Subsidiary Subsidiaries may issue Preferred StockStock if, in each case, if on the date of the incurrence of such Indebtedness or issuance of such Preferred Stock, after giving effect to the incurrence or issuance thereof, the Consolidated Fixed Charge Coverage Ratio of the Company is equal to or greater than 2.0 to 1.0; provided, further, that Restricted Subsidiaries (other than the Issuer) that are not Guarantors may not incur Indebtedness or issue Preferred Stock pursuant to the foregoing proviso if, after giving pro forma effect to the such incurrence thereof and the receipt or issuance and application of proceeds thereof, the proceeds therefromaggregate amount of outstanding Indebtedness and Preferred Stock of Restricted Subsidiaries (other than the Issuer) that are not Guarantors incurred subsequent to the Issue Date pursuant to this Section 4.04, clause (2) and clause (13) of the definition of “Permitted Indebtedness” exceeds the greater of (x) $550.0 million and (y) 8.0% of the Company’s Consolidated EBITDAX Coverage Ratio would have been greater than 2.25 to 1.0. (b) Total Assets. For purposes of determining any particular amount compliance with this Section 4.04, in the event that an item of Indebtedness or Preferred Stock meets the criteria of more than one of the categories of Permitted Indebtedness described in the definition of “Permitted Indebtedness,” or is entitled to be incurred or issued, as the case may be, pursuant to the first paragraph of this Section 4.04, the Company, in its sole discretion, will be permitted to classify such item of Indebtedness or Preferred Stock on the date of its incurrence or issuance, as the case may be, in any manner that complies with this Section 4.04, or later divide, classify or reclassify (based on circumstances existing at the time of such division, classification or reclassification) all or a portion of such item of Indebtedness or Preferred Stock in any manner that complies with this Section 4.04 and such item of Indebtedness or Preferred Stock (or portion thereof, as applicable) will be treated as having been incurred or issued, as the case may be, pursuant to only such clause or clauses or the first paragraph of this Section 4.04. Additionally, Indebtedness permitted by this Section 4.04 need not be permitted solely by reference to one provision permitting such Indebtedness but may be permitted in part by one such provision and in part by one or more other provisions of this Section 4.04 permitting such Indebtedness. Indebtedness under the term loan portion of the Credit Agreement outstanding on the date on which the Securities are first issued and authenticated under this covenant, (i) guarantees of, or obligations Indenture will initially be deemed to have been incurred on the Issue Date in respect of letters of credit relating to, Indebtedness otherwise included in reliance on the determination of such amount shall not also be included and (ii) if obligations in respect of letters of credit are incurred pursuant to a Credit Facility and are being treated as incurred pursuant to exception provided by clause (12) of the definition of “Permitted Indebtedness” and the letters of credit relate to other Indebtedness, then such other Indebtedness shall may not later be included. (c) Indebtedness or Preferred Stock of a Person existing at the time such Person becomes a Restricted Subsidiary (whether by merger, consolidation, acquisition of Capital Stock or otherwise) or is merged with or into the Company or any Restricted Subsidiary or which is secured by a Lien on an asset acquired by the Company or a Restricted Subsidiary (whether or not such Indebtedness is assumed by the acquiring Person) shall be deemed incurred at the time the Person becomes a Restricted Subsidiary or at the time of the asset acquisition, as the case may be. (d) reclassified. The Company Issuer will not, and will not permit any Subsidiary Guarantor to, directly or indirectly, incur any Indebtedness which (including Acquired Indebtedness) that, by its terms (or by the terms of any agreement governing such Indebtedness) terms, is subordinated or junior in right of payment to any Indebtedness of the Company Issuer or such Subsidiary Guarantor, as the case may be, other than the Notes and the Subsidiary Guarantees, unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) made expressly subordinate subordinated in right of payment to the Notes Securities or such Guarantor’s Guarantee, as the Subsidiary Guarantee case may be, to the extent and in the same manner as such Indebtedness is subordinated to other Indebtedness of the Issuer or such Subsidiary Guarantor, as the case may be. For the avoidance of doubt, pursuant to subordination provisions that are at least as favorable to under the holders of the Notes or such Subsidiary Guarantee as the subordination provisions of such Indebtedness (or agreement). (e) For purposes terms of this Supplemental Indenture, no Indenture (1) unsecured Indebtedness will not be deemed to be subordinate treated as subordinated or junior in right of payment to other Secured Indebtedness solely by virtue of merely because such Indebtedness is unsecured or (2) Senior Indebtedness will not being the benefit of a Lien on assets, or guarantee of a Person, that benefits the other Indebtedness or having the benefit of such a Lien or guarantee ranking subordinate be treated as subordinated or junior in right of payment to a Lien or guarantee benefiting any other Senior Indebtedness merely because it has junior priority with respect to the other Indebtednesssame collateral.

Limitation on Incurrence of Additional Indebtedness and Issuance of Preferred Stock. (a) Other than Permitted Indebtedness, the The Company will not, and will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee, acquire, guarantee or otherwise become directly or indirectly liable, contingently or otherwise, with respect to, or otherwise become responsible for payment of to (collectively, “incur”) any Indebtedness (including, without limitation, including Acquired Indebtedness) ), and the Company will not issue any Disqualified Stock and will not permit any of its Restricted Subsidiaries to issue any Preferred Stockshares of preferred stock, except as expressly provided for below. The provisions of the first paragraph of this Section 5.09 will not prohibit the incurrence of any of the following items of Indebtedness: (1) the incurrence by the Company and the Guarantors of additional Indebtedness and letters of credit under the Working Capital Facility in an aggregate principal amount at any one time outstanding under this clause (1) (with letters of credit being deemed to have a principal amount equal to the maximum potential liability of the Company thereunder) not to exceed $20.0 million, less the aggregate amount of all Net Proceeds of Asset Sales applied by the Company to repay any Indebtedness under the Working Capital Facility and effect a corresponding permanent commitment reduction thereunder pursuant to Section 5.10 hereof; (2) so long as (A) no Default has occurred and is continuing and (B) on the date of such incurrence, and after giving effect thereto on a pro forma basis (including pro forma application of the net proceeds therefrom), the Consolidated Coverage Ratio exceeds 2.0 to 1.0, in each case, the incurrence by the Company of (X) additional unsecured Indebtedness, provided that such Indebtedness (i) is expressly subordinated, on terms no less favorable to the Holders as those set forth in Exhibit G hereto, to the prior payment in full in cash of all Obligations with respect to the Notes, and (ii) does not mature and is not mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or redeemable at the option of the holder of the Indebtedness, in whole or in part, on or prior to the date that is 91 days after the date on which the Notes mature, and (Y) additional unsecured senior Indebtedness in an aggregate principal amount at any time outstanding not to exceed (i) $250.0 million less (ii) the aggregate at such time of the principal amount of Indebtedness outstanding under the Notes and the Working Capital Facility (and of any Permitted Refinancing Indebtedness in respect thereof) and of any unused commitments available under the Working Capital Facility (or such Permitted Refinancing Indebtedness, as applicable) (regardless of whether the Company at such time meets all applicable conditions to use such commitments); and provided further, that prior to the incurrence of any such Indebtedness, the Company delivers an Officer’s Certificate to the Trustee certifying that the Company has complied with this clause (2); (3) (i) the incurrence by the Company and the Guarantors of Indebtedness represented by the Notes to be issued as part of the redemption price in the Mandatory Redemption of the Interim Notes, and any Additional Notes issued as interest on the Notes, and the Guarantees with respect thereto, (ii) the incurrence by the Company and the Guarantors of Indebtedness represented by the Notes issued after the Mandatory Redemption Date in exchange for Existing Notes on terms no less favorable to the Company and the Guarantors than the Exchange Offer and the Mandatory Redemption, and any Additional Notes issued as interest on the Notes, and the Guarantees with respect thereto, and (iii) the incurrence by the Company and the Guarantors of Indebtedness represented by any additional Existing Notes issued as interest on the Existing Notes in accordance with the terms of the Existing Notes Indenture, and the guarantees of the Guarantors with respect thereto; (4) the incurrence by the Company and its Restricted Subsidiaries of Permitted Refinancing Indebtedness in exchange for, or the net proceeds of which are used to renew, refund, refinance, replace, defease or discharge any Indebtedness (other than intercompany Indebtedness) that was permitted by this Indenture to be incurred pursuant to this clause (4) and clauses (3) and (11) of this paragraph; (5) the incurrence of intercompany Indebtedness between or among the Company and any of its Restricted Subsidiaries; provided, however, that: (A) if the Company or any Guarantor is the obligor on such Indebtedness, such Indebtedness must be expressly subordinated (with such subordination provided for in a promissory note evidencing such Indebtedness), to the prior payment in full in cash of all Obligations with respect to the Notes and the Note Guarantees; and (B) any (1) subsequent issuance or transfer of Equity Interests that results in any such Indebtedness being held by a Person other than the Company or a Restricted Subsidiary of the Company, or (2) sale or other transfer of any such Indebtedness to a Person that is not either the Company or a Restricted Subsidiary of the Company, will be deemed, in each case, to constitute an incurrence of such Indebtedness that was not permitted by this clause (5); (6) the issuance by any of the Company’s Restricted Subsidiaries to the Company or to any of its Restricted Subsidiaries of shares of preferred stock; provided, however, that if no Default any (a) subsequent issuance or Event transfer of Default shall have occurred and be continuing at Equity Interests that results in any such preferred stock being held by a Person other than the time of Company or as a consequence Restricted Subsidiary of the incurrence Company, or (b) sale or other transfer of any such Indebtedness or issuance of Preferred Stock, then preferred stock to a Person that is not either the Company and the Restricted Subsidiaries or any of them may incur Indebtedness and any a Restricted Subsidiary may issue Preferred Stockof the Company, will be deemed, in each case, if on the date to constitute an issuance of such preferred stock that was not permitted by this clause (6); (7) the incurrence by the Company of such Indebtedness or issuance Hedging Obligations in the ordinary course of Preferred Stock, after giving pro forma effect to business; (8) the incurrence thereof and by the receipt and application Company or any of the proceeds therefrom, the Company’s Consolidated EBITDAX Coverage Ratio would have been greater than 2.25 to 1.0. (b) For purposes of determining any particular amount its Restricted Subsidiaries of Indebtedness under this covenant, (i) guarantees of, or obligations in respect of letters of credit relating toworkers’ compensation claims, Indebtedness otherwise included self-insurance obligations, bankers’ acceptances, performance and surety bonds in the determination ordinary course of such amount shall not also be included and business; (ii9) if obligations in respect of letters of credit are incurred pursuant to a Credit Facility and are being treated as incurred pursuant to clause (1) the incurrence by the Company or any Restricted Subsidiaries of the definition Company of “Permitted Indebtedness” and Indebtedness represented by Capital Lease Obligations, mortgage financings or purchase money obligations, in each case, incurred for the letters purpose of credit relate to other Indebtednessfinancing all or any part of the purchase price or cost of design, then such other Indebtedness shall not be included. (c) Indebtedness construction, installation or Preferred Stock improvement of a Person existing at property, plant or equipment used in the time such Person becomes a Restricted Subsidiary (whether by merger, consolidation, acquisition business of Capital Stock or otherwise) or is merged with or into the Company or any Restricted Subsidiary or which is secured by a Lien on an asset acquired by the Company or a Restricted Subsidiary (whether or not such Indebtedness is assumed by the acquiring Person) shall be deemed incurred at the time the Person becomes a Restricted Subsidiary or at the time of the asset acquisitionCompany, as in an aggregate amount at any time outstanding not to exceed $10.0 million, provided that the case may be. aggregate amount of Indebtedness outstanding under this clause (d9) The Company will not, and clause (13) will not permit together exceed $10.0 million at any Subsidiary Guarantor to, incur any Indebtedness which by its terms (or by the terms of any agreement governing such Indebtedness) is subordinated in right of payment to any Indebtedness of the Company or such Subsidiary Guarantor, as the case may be, other than the Notes and the Subsidiary Guarantees, unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) made expressly subordinate in right of payment to the Notes or the Subsidiary Guarantee of such Subsidiary Guarantor, as the case may be, pursuant to subordination provisions that are at least as favorable to the holders of the Notes or such Subsidiary Guarantee as the subordination provisions of such Indebtedness (or agreement). (e) For purposes of this Supplemental Indenture, no Indebtedness will be deemed to be subordinate or junior in right of payment to other Indebtedness solely by virtue of not being the benefit of a Lien on assets, or guarantee of a Person, that benefits the other Indebtedness or having the benefit of such a Lien or guarantee ranking subordinate or junior to a Lien or guarantee benefiting the other Indebtedness.time;

Limitation on Incurrence of Additional Indebtedness and Issuance of Preferred Stock. (a) Other than Permitted Indebtedness, the The Company will not, and will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee, acquire, become liable, contingently or otherwise, with respect to, or otherwise become responsible for payment of (collectively, “incur”) incur any Indebtedness (including, without limitation, Acquired Indebtedness) other than Permitted Indebtedness and the Company will not permit any of its Restricted Subsidiaries to issue any Preferred StockStock other than Permitted Indebtedness; provided, however, that if no Default or Event of Default shall have occurred and be continuing at the time of or as a consequence of the incurrence of any such Indebtedness or issuance of Preferred StockIndebtedness, then the Company and the Restricted Subsidiaries or any of them Restricted Subsidiary may incur Indebtedness and any of the Restricted Subsidiary Subsidiaries may issue Preferred StockStock if, in each case, if on the date of the incurrence of such Indebtedness or issuance of such Preferred Stock, after giving effect to the incurrence or issuance thereof, the Consolidated Fixed Charge Coverage Ratio of the Company is equal to or greater than 2.0 to 1.0; provided, further, that Restricted Subsidiaries (other than the Issuer) that are not Guarantors may not incur Indebtedness or issue Preferred Stock pursuant to the foregoing proviso if, after giving pro forma effect to the such incurrence thereof and the receipt or issuance and application of proceeds thereof, the proceeds therefromaggregate amount of outstanding Indebtedness and Preferred Stock of Restricted Subsidiaries (other than the Issuer) that are not Guarantors incurred pursuant to this Section 4.04, clause (2) and clause (13) of the definition of “Permitted Indebtedness” exceeds the greater of (x) $500.0 million and (y) 5% of the Company’s Consolidated EBITDAX Coverage Ratio would have been greater than 2.25 to 1.0. (b) Total Assets. For purposes of determining any particular amount compliance with this Section 4.04, in the event that an item of Indebtedness or Preferred Stock meets the criteria of more than one of the categories of Permitted Indebtedness described in the definition of “Permitted Indebtedness,” or is entitled to be incurred or issued, as the case may be, pursuant to the first paragraph of this Section 4.04, the Company, in its sole discretion, will be permitted to classify such item of Indebtedness or Preferred Stock on the date of its incurrence or issuance, as the case may be, in any manner that complies with this Section 4.04, or later divide, classify or reclassify (based on circumstances existing at the time of such division, classification or reclassification) all or a portion of such item of Indebtedness or Preferred Stock in any manner that complies with this Section 4.04 and such item of Indebtedness or Preferred Stock (or portion thereof, as applicable) will be treated as having been incurred or issued, as the case may be, pursuant to only such clause or clauses or the first paragraph of this Section 4.04. Additionally, Indebtedness permitted by this Section 4.04 need not be permitted solely by reference to one provision permitting such Indebtedness but may be permitted in part by one such provision and in part by one or more other provisions of this Section 4.04 permitting such Indebtedness. Indebtedness under the term loan portion of the Credit Agreement outstanding on the date on which the Securities are first issued and authenticated under this covenant, (i) guarantees of, or obligations Indenture will initially be deemed to have been incurred on the Issue Date in respect of letters of credit relating to, Indebtedness otherwise included in reliance on the determination of such amount shall not also be included and (ii) if obligations in respect of letters of credit are incurred pursuant to a Credit Facility and are being treated as incurred pursuant to exception provided by clause (12) of the definition of “Permitted Indebtedness” and the letters of credit relate to other Indebtedness, then such other Indebtedness shall may not later be included. (c) Indebtedness or Preferred Stock of a Person existing at the time such Person becomes a Restricted Subsidiary (whether by merger, consolidation, acquisition of Capital Stock or otherwise) or is merged with or into the Company or any Restricted Subsidiary or which is secured by a Lien on an asset acquired by the Company or a Restricted Subsidiary (whether or not such Indebtedness is assumed by the acquiring Person) shall be deemed incurred at the time the Person becomes a Restricted Subsidiary or at the time of the asset acquisition, as the case may be. (d) reclassified. The Company Issuer will not, and will not permit any Subsidiary Guarantor to, directly or indirectly, incur any Indebtedness which (including Acquired Indebtedness) that, by its terms (or by the terms of any agreement governing such Indebtedness) terms, is subordinated or junior in right of payment to any Indebtedness of the Company Issuer or such Subsidiary Guarantor, as the case may be, other than the Notes and the Subsidiary Guarantees, unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) made expressly subordinate subordinated in right of payment to the Notes Securities or such Guarantor’s Guarantee, as the Subsidiary Guarantee case may be, to the extent and in the same manner as such Indebtedness is subordinated to other Indebtedness of the Issuer or such Subsidiary Guarantor, as the case may be. For the avoidance of doubt, pursuant to subordination provisions that are at least as favorable to under the holders of the Notes or such Subsidiary Guarantee as the subordination provisions of such Indebtedness (or agreement). (e) For purposes terms of this Supplemental Indenture, no Indenture (1) unsecured Indebtedness will not be deemed to be subordinate treated as subordinated or junior in right of payment to other Secured Indebtedness solely by virtue of merely because such Indebtedness is unsecured or (2) Senior Indebtedness will not being the benefit of a Lien on assets, or guarantee of a Person, that benefits the other Indebtedness or having the benefit of such a Lien or guarantee ranking subordinate be treated as subordinated or junior in right of payment to a Lien or guarantee benefiting any other Senior Indebtedness merely because it has junior priority with respect to the other Indebtednesssame collateral.

Limitation on Incurrence of Additional Indebtedness and Issuance of Preferred Stock. (a) Other than Permitted Indebtedness, the The Company will not, and will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee, acquire, become liable, contingently or otherwise, with respect to, or otherwise become responsible for payment of (collectively, “incur”) incur any Indebtedness (including, without limitation, Acquired Indebtedness) other than Permitted Indebtedness and the Company will not permit any of its Restricted Subsidiaries to issue any Preferred StockStock other than Permitted Indebtedness; provided, however, that if no Default or Event of Default shall have occurred and be continuing at the time of or as a consequence of the incurrence of any such Indebtedness or issuance of Preferred StockIndebtedness, then the Company and the Restricted Subsidiaries or any of them Restricted Subsidiary may incur Indebtedness and any of the Restricted Subsidiary Subsidiaries may issue Preferred StockStock if, in each case, if on the date of the incurrence of such Indebtedness or issuance of such Preferred Stock, after giving effect to the incurrence or issuance thereof, the Consolidated Fixed Charge Coverage Ratio of the Company is equal to or greater than 2.0 to 1.0; provided that Restricted Subsidiaries (other than the Issuer) that are not Guarantors may not incur Indebtedness or issue Preferred Stock pursuant to the foregoing proviso if, after giving pro forma effect to the such incurrence thereof and the receipt or issuance and application of proceeds thereof, more than an aggregate of $150.0 million of Indebtedness and Preferred Stock of Restricted Subsidiaries (other than the proceeds therefrom, Issuer) that are not Guarantors would then be outstanding (other than Permitted Indebtedness (excluding Permitted Indebtedness of the Company’s Consolidated EBITDAX Coverage Ratio would have been greater than 2.25 to 1.0. type contemplated by clause (b8)(A)(x) of the definition thereof)). For purposes of determining any particular amount compliance with this Section 4.04, in the event that an item of Indebtedness under this covenant, (i) guarantees of, or obligations Preferred Stock meets the criteria of more than one of the categories of Permitted Indebtedness described in respect of letters of credit relating to, Indebtedness otherwise included in the determination of such amount shall not also be included and (ii) if obligations in respect of letters of credit are incurred pursuant to a Credit Facility and are being treated as incurred pursuant to clause (1) of the definition of “Permitted Indebtedness” and the letters of credit relate to other Indebtedness”, then such other Indebtedness shall not be included. (c) Indebtedness or Preferred Stock of a Person existing at the time such Person becomes a Restricted Subsidiary (whether by merger, consolidation, acquisition of Capital Stock or otherwise) or is merged with entitled to be incurred or into the Company or any Restricted Subsidiary or which is secured by a Lien on an asset acquired by the Company or a Restricted Subsidiary (whether or not such Indebtedness is assumed by the acquiring Person) shall be deemed incurred at the time the Person becomes a Restricted Subsidiary or at the time of the asset acquisitionissued, as the case may be. , pursuant to the first paragraph of this Section 4.04, the Company, in its sole discretion, will be permitted to classify such item of Indebtedness or Preferred Stock on the date of its incurrence or issuance, as the case may be, in any manner that complies with this Section 4.04, or later divide, classify or reclassify (dbased on circumstances existing at the time of such division, classification or reclassification) The Company all or a portion of such item of Indebtedness or Preferred Stock in any manner that complies with this Section 4.04 and such item of Indebtedness or Preferred Stock (or portion thereof, as applicable) will notbe treated as having been incurred or issued, as the case may be, pursuant to only such clause or clauses or the first paragraph of this Section 4.04. Indebtedness under the Credit Agreement outstanding on the date on which the Securities are first issued and authenticated under this Indenture will not permit initially be deemed to have been incurred on such date in reliance on the exception provided by clause (2) of the definition of Permitted Indebtedness. Neither the Issuer nor any Subsidiary Guarantor towill, directly or indirectly, in any event incur any Indebtedness which that, by its terms (or by the terms of any agreement governing such Indebtedness) , is both subordinated pursuant to its terms in right of payment to any other Indebtedness of the Company Issuer or such Subsidiary Guarantor, as the case may be, other than the Notes and the Subsidiary Guarantees, unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) made expressly subordinate senior in right of payment to the Notes Securities or the Subsidiary Guarantee of any such Subsidiary Guarantor’s Guarantee, as the case may be, pursuant to subordination provisions that are at least as favorable to the holders of the Notes or such Subsidiary Guarantee as the subordination provisions of such Indebtedness (or agreement). (e) For purposes of this Supplemental Indenture, no Indebtedness will be deemed to be subordinate or junior in right of payment to other Indebtedness solely by virtue of not being the benefit of a Lien on assets, or guarantee of a Person, that benefits the other Indebtedness or having the benefit of such a Lien or guarantee ranking subordinate or junior to a Lien or guarantee benefiting the other Indebtedness.

Limitation on Incurrence of Additional Indebtedness and Issuance of Preferred Stock. (a) Other than Permitted Indebtedness, the The Company will not, and will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee, acquire, guarantee or otherwise become directly or indirectly liable, contingently or otherwise, with respect to, or otherwise become responsible for payment of to (collectively, “"incur”") any Indebtedness (includingincluding Acquired Debt but not including Permitted Indebtedness), without limitation, Acquired Indebtedness) and the Company will not issue any Disqualified Stock and will not permit any of its Restricted Subsidiaries to issue any Preferred Stockshares of preferred stock; provided, however, that if no Default or Event of Default shall have occurred and be continuing at the time of or as a consequence of the incurrence of any such Indebtedness or issuance of Preferred Stock, then the Company and the Restricted Subsidiaries or any of them Guarantor may incur Indebtedness (including Acquired Debt), and any Restricted Subsidiary the Company may issue Preferred Disqualified Stock, in each case, if on the Fixed Charge Coverage Ratio for the Company's most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date of the incurrence of on which such additional Indebtedness is incurred or such Disqualified Stock is issued would have been at least (a) 2.0 to 1 if such Indebtedness is incurred on or issuance of Preferred Stockprior to June 15, after giving 2001 and (b) 2.25 to 1 if such Indebtedness is incurred thereafter, determined on a pro forma effect to the incurrence thereof and the receipt and basis (including a pro forma application of the net proceeds therefrom), as if the Company’s Consolidated EBITDAX Coverage Ratio would have additional Indebtedness had been greater than 2.25 to 1.0. (b) For purposes of determining any particular amount of Indebtedness under this covenant, (i) guarantees ofincurred, or obligations in respect of letters of credit relating to, Indebtedness otherwise included in the determination of such amount shall not also be included and (ii) if obligations in respect of letters of credit are incurred pursuant to a Credit Facility and are being treated as incurred pursuant to clause (1) of the definition of “Permitted Indebtedness” and the letters of credit relate to other Indebtedness, then such other Indebtedness shall not be included. (c) Indebtedness or Preferred Disqualified Stock of a Person existing at the time such Person becomes a Restricted Subsidiary (whether by merger, consolidation, acquisition of Capital Stock or otherwise) or is merged with or into the Company or any Restricted Subsidiary or which is secured by a Lien on an asset acquired by the Company or a Restricted Subsidiary (whether or not such Indebtedness is assumed by the acquiring Person) shall be deemed incurred at the time the Person becomes a Restricted Subsidiary or at the time of the asset acquisition, as the case may be. (d) The Company will not, and will not permit any Subsidiary Guarantor to, incur any Indebtedness which by its terms (or by the terms of any agreement governing such Indebtedness) is subordinated in right of payment to any Indebtedness of the Company or such Subsidiary Guarantorhad been issued, as the case may be, at the beginning of such four-quarter period. For purposes of determining compliance with this Section 4.04, in the event that an item of proposed Indebtedness meets the criteria of more than one of the categories of Permitted Indebtedness, or is entitled to be incurred pursuant to the first paragraph of this covenant, the Company will be permitted to classify such item of Indebtedness on the date of its incurrence in any manner that complies with this covenant. Indebtedness under Credit Facilities outstanding on the Issue Date shall be deemed to have been incurred on such date in reliance on the exception provided by clause (i) of the definition of "Permitted Indebtedness" in Article One. Subject to the other than terms of the Notes and Indenture, any Indebtedness incurred in accordance with this covenant may be incurred under the Subsidiary GuaranteesCredit Agreement. For purposes of determining compliance with any U.S. dollar-denominated restriction on the incurrence of Indebtedness, unless the U.S. dollar-equivalent principal amount of Indebtedness denominated in a foreign currency shall be calculated based on the relevant currency exchange rate in effect on the date such Indebtedness was incurred, in the case of term Indebtedness, or first committed, in the case of revolving credit Indebtedness; provided that if such Indebtedness is also by its terms (or by incurred to refinance other Indebtedness denominated in a foreign currency, and such refinancing would cause the terms of any agreement governing such Indebtedness) made expressly subordinate applicable U.S. dollar-dominated restriction to be exceeded if calculated at the relevant currency exchange rate in right of payment to effect on the Notes or the Subsidiary Guarantee date of such Subsidiary Guarantorrefinancing, such U.S. dollar-dominated restriction shall be deemed not to have been exceeded so long as the case may be, pursuant to subordination provisions that are at least as favorable to principal amount of such refinancing Indebtedness does not exceed the holders of the Notes or such Subsidiary Guarantee as the subordination provisions principal amount of such Indebtedness (or agreement). (e) For purposes being refinanced. The principal amount of this Supplemental Indentureany Indebtedness incurred to refinance other Indebtedness, no if incurred in a different currency from the Indebtedness will being refinanced, shall be deemed calculated based on the currency exchange rate applicable to be subordinate or junior the currencies in right of payment to other which such Permitted Refinancing Indebtedness solely by virtue of not being is denominated that is in effect on the benefit of a Lien on assets, or guarantee of a Person, that benefits the other Indebtedness or having the benefit date of such a Lien or guarantee ranking subordinate or junior to a Lien or guarantee benefiting the other Indebtednessrefinancing.

Limitation on Incurrence of Additional Indebtedness and Issuance of Preferred Stock. (a) Other than Permitted Indebtedness, the The Company will shall not, and will shall not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee, acquire, become liable, contingently or otherwise, with respect to, or otherwise become responsible for payment of (collectively, “incur”) incur any Indebtedness (includingincluding Acquired Debt), without limitation, Acquired Indebtedness) and the Company will shall not permit any of its Restricted Subsidiaries that are not Subsidiary Guarantors to issue any Preferred Stockpreferred stock; provided, however, that if no Default or Event of Default shall have occurred and be continuing at the time of or as a consequence of the incurrence of any such Indebtedness, the Company and any Subsidiary Guarantor may incur Indebtedness (including Acquired Debt), if the Fixed Charge Coverage Ratio for the Company’s most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional Indebtedness is incurred would have been at least 2.0 to 1, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been incurred at the beginning of such four-quarter period. The first paragraph of this Section 4.09 will not prohibit the incurrence of any of the following items of Indebtedness (collectively, “Permitted Debt”): (1) the incurrence by the Company or issuance any Subsidiary Guarantor of Preferred StockIndebtedness under Credit Facilities in an aggregate principal amount at any one time outstanding (with letters of credit issued under the Credit Facilities being deemed to have a principal amount equal to the maximum potential liability of the Company and its Restricted Subsidiaries thereunder) not to exceed $100.0 million, then less (i) the aggregate amount of all Net Proceeds of Asset Sales applied by the Company or any Restricted Subsidiary to permanently repay any such Indebtedness (and, in the case of any revolving credit Indebtedness, to effect a corresponding commitment reduction thereunder) pursuant to Section 4.11 hereof and (ii) the aggregate amount of Indebtedness of Securitization Entities in Qualified Securitization Transactions at the time outstanding, to the extent that the proceeds from such Indebtedness are not used (within five Business Days after the incurrence of such Indebtedness) to make mandatory principal payments or required permanent repayments in accordance with clause (i) above; (2) Existing Indebtedness; (3) the incurrence by the Company and the Restricted Subsidiaries Subsidiary Guarantors of Indebtedness represented by the Notes and the related Subsidiary Guarantees to be issued on the date hereof and the Exchange Notes and the related Subsidiary Guarantees to be issued pursuant to the Registration Rights Agreement; (4) the incurrence by the Company or any Subsidiary Guarantor of them may incur Indebtedness and any Restricted Subsidiary may issue Preferred Stockrepresented by Capital Lease Obligations, mortgage financings or purchase money obligations, in each case, incurred for the purpose of financing all or any part of the purchase price or cost of construction or improvement of property, plant or equipment (whether through the direct purchase of such assets or the Capital Stock of any Person owning such assets) used in the business of the Company or such Subsidiary Guarantor, in an aggregate principal amount, including all Permitted Refinancing Indebtedness incurred to refund, refinance or replace any Indebtedness incurred pursuant to this clause (4), not to exceed $7.5 million at any time outstanding; (5) the incurrence by the Company or any Restricted Subsidiary of the Company of Permitted Refinancing Indebtedness in exchange for, or the net proceeds of which are used to refund, refinance or replace Indebtedness (other than intercompany Indebtedness) that was permitted by this Indenture to be incurred under the first paragraph of this Section 4.09 or clauses (2), (3), (4), (5), or (8) of this paragraph; (6) the incurrence by the Company or any of its Restricted Subsidiaries of intercompany Indebtedness owing to and held by the Company or any of its Wholly Owned Restricted Subsidiaries; provided, however, that: (a) if the Company or any Subsidiary Guarantor is the obligor on such Indebtedness and such Indebtedness is owned to a Restricted Subsidiary that is not a Subsidiary Guarantor, such Indebtedness must be unsecured and expressly subordinated to the prior payment in full in cash of all Obligations with respect to the Notes, in the case of the Company, or the Subsidiary Guarantee, in the case of a Subsidiary Guarantor; (b) (i) any subsequent issuance or transfer of Equity Interests that results in any such Indebtedness being held by a Person other than the Company or a Wholly Owned Restricted Subsidiary thereof and (ii) any sale or other transfer of any such Indebtedness to a Person that is not either the Company or a Wholly Owned Restricted Subsidiary thereof, shall be deemed, in each case, to constitute an incurrence of such Indebtedness by the Company or such Restricted Subsidiary, as the case may be, that was not permitted by this clause (6); and (c) Indebtedness owed to the Company or any Subsidiary Guarantor must be evidenced by an unsubordinated promissory note; (7) the Guarantee by the Company or any Subsidiary Guarantors of Indebtedness of the Company or a Restricted Subsidiary of the Company that was permitted to be incurred by another provision of this Section 4.09; (8) the incurrence by the Company or any Restricted Subsidiary of additional Indebtedness in an aggregate principal amount (or accreted value, as applicable) at any time outstanding, including all Permitted Refinancing Indebtedness incurred to refund, refinance or replace any Indebtedness incurred pursuant to this clause (8), not to exceed $20.0 million; (9) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently (except in the case of daylight overdrafts) drawn against insufficient funds in the ordinary course of business; provided, however, that such Indebtedness is extinguished within two Business Days of incurrence; (10) the incurrence by a Securitization Entity of Indebtedness in a Qualified Securitization Transaction that is not recourse to the Company or any Subsidiary of the Company (except for Standard Securitization Undertakings); and (11) (i) Indebtedness of the Company or any of its Restricted Subsidiaries under agreements providing for indemnification, adjustment of purchase price or similar obligations, or Guarantees or letters of credit, surety bonds or performance bonds securing any obligations of the Company or any of its Restricted Subsidiaries pursuant to such agreements, in any case incurred in connection with the disposition of any business or assets, so long as the principal amount does not exceed the gross proceeds actually received by the Company or any Restricted Subsidiary in connection with such disposition, and (ii) Indebtedness of the Company of any its Restricted Subsidiaries represented by letters of credit for the account of the Company or such Restricted Subsidiary, as the case may be, issued in the ordinary course of business of the Company or such Restricted Subsidiary to provide security for workers’ compensation claims or payment obligations in connection with self-insurance or similar requirements in the ordinary course of business. For purposes of determining compliance with this Section 4.09, in the event that any proposed Indebtedness meets the criteria of more than one of the categories of Permitted Debt described in clauses (1) through (11) above, or is entitled to be incurred pursuant to the first paragraph of this Section 4.09, the Company shall be permitted to classify such item of Indebtedness on the date of its incurrence in any manner that complies with this Section 4.09. Indebtedness under Credit Agreement outstanding on the incurrence of such Indebtedness or issuance of Preferred Stock, after giving pro forma effect date on which Notes are first issued and authenticated under this Indenture shall be deemed to the incurrence thereof and the receipt and application of the proceeds therefrom, the Company’s Consolidated EBITDAX Coverage Ratio would have been greater than 2.25 to 1.0. (b) For purposes of determining any particular amount of Indebtedness under this covenant, (i) guarantees of, or obligations incurred on such date in respect of letters of credit relating to, Indebtedness otherwise included in reliance on the determination of such amount shall not also be included and (ii) if obligations in respect of letters of credit are incurred pursuant to a Credit Facility and are being treated as incurred pursuant to exception provided by clause (1) of the definition of “Permitted Indebtedness” and Debt. Notwithstanding any other provision of this Section 4.09, the letters maximum amount of credit relate Indebtedness that may be Incurred pursuant to other Indebtedness, then such other Indebtedness shall not be included. (c) Indebtedness or Preferred Stock of a Person existing at the time such Person becomes a Restricted Subsidiary (whether by merger, consolidation, acquisition of Capital Stock or otherwise) or is merged with or into the Company or any Restricted Subsidiary or which is secured by a Lien on an asset acquired by the Company or a Restricted Subsidiary (whether or not such Indebtedness is assumed by the acquiring Person) shall be deemed incurred at the time the Person becomes a Restricted Subsidiary or at the time of the asset acquisition, as the case may be. (d) The Company will not, and this Section 4.09 will not permit any Subsidiary Guarantor to, incur any Indebtedness which by its terms (or by the terms of any agreement governing such Indebtedness) is subordinated in right of payment to any Indebtedness of the Company or such Subsidiary Guarantor, as the case may be, other than the Notes and the Subsidiary Guarantees, unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) made expressly subordinate in right of payment to the Notes or the Subsidiary Guarantee of such Subsidiary Guarantor, as the case may be, pursuant to subordination provisions that are at least as favorable to the holders of the Notes or such Subsidiary Guarantee as the subordination provisions of such Indebtedness (or agreement). (e) For purposes of this Supplemental Indenture, no Indebtedness will be deemed to be subordinate or junior exceeded with respect to any outstanding Indebtedness due solely to the result of fluctuations in right the exchange rates of payment to other Indebtedness solely by virtue of not being the benefit of a Lien on assets, or guarantee of a Person, that benefits the other Indebtedness or having the benefit of such a Lien or guarantee ranking subordinate or junior to a Lien or guarantee benefiting the other Indebtednesscurrencies.

Limitation on Incurrence of Additional Indebtedness and Issuance of Preferred Stock. (a) Other than Permitted Indebtedness, the The Company will not, and will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee, acquire, become liable, contingently or otherwise, with respect to, or otherwise become responsible for payment of (collectively, “incur”,” which term shall be deemed to include the entry into a committed revolving credit facility or agreement to increase in the amount of the revolving commitments thereunder, in each case, in an aggregate principal amount equal to the aggregate amount of all revolving commitments thereunder at the time of such entry or increase, as the case may be, and for the avoidance of doubt not the extension or issuance of individual loans or letters of credit thereunder) any Indebtedness (including, without limitation, Acquired other than Permitted Indebtedness) and the Company will not permit any of its Restricted Subsidiaries to issue any Preferred Stock); provided, however, that if no Default or Event of Default shall have occurred and be continuing at the time of or as a consequence of the incurrence of any such Indebtedness or issuance of Preferred StockIndebtedness, then the Company and the its Restricted Subsidiaries or any of them may incur Indebtedness and any Restricted Subsidiary may issue Preferred Stock, in each case, if on the Consolidated Fixed Charge Coverage Ratio of the Company for the Four Quarter Period for which internal financial statements are available immediately preceding the date of the incurrence of on which such additional Indebtedness or issuance of Preferred Stockis incurred will be, after giving pro forma effect to the incurrence thereof and the receipt and application of the proceeds therefromthereof, the Company’s Consolidated EBITDAX Coverage Ratio would have been greater than 2.25 2.00 to 1.01.00; provided further that the then outstanding aggregate principal amount of Indebtedness (including Acquired Indebtedness) that may be incurred pursuant to this Section 4.08(a) (plus any Refinancing Indebtedness in respect thereof) by Non-Guarantor Subsidiaries shall not exceed $30.0 million. (b) For purposes of determining any particular amount of Indebtedness under this covenant, (i) guarantees of, or obligations in respect of letters of credit relating to, Indebtedness otherwise included in the determination of such amount shall not also be included and (ii) if obligations in respect of letters of credit are incurred pursuant to a Credit Facility and are being treated as incurred pursuant to clause (1) of the definition of “Permitted Indebtedness” and the letters of credit relate to other Indebtedness, then such other Indebtedness shall not be included. (c) Indebtedness or Preferred Stock of a Person existing at the time such Person becomes a Restricted Subsidiary (whether by merger, consolidation, acquisition of Capital Stock or otherwise) or is merged with or into the Company or any Restricted Subsidiary or which is secured by a Lien on an asset acquired by the Company or a Restricted Subsidiary (whether or not such Indebtedness is assumed by the acquiring Person) shall be deemed incurred at the time the Person becomes a Restricted Subsidiary or at the time of the asset acquisition, as the case may be. (d) The Company will not, and will not permit any Subsidiary Guarantor of its Domestic Restricted Subsidiaries to, directly or indirectly, incur or refinance any Indebtedness which by its terms (or by the terms of any agreement governing such Indebtedness) is subordinated in right of payment to any other Indebtedness of the Company or such Subsidiary Guarantor, as the case may be, other than the Notes and the Subsidiary Guarantees, Domestic Restricted Subsidiaries unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) made expressly subordinate in right of payment to the Obligations of the Company or such Domestic Restricted Subsidiaries under (i) in the case of the Company, the Notes and the other Indenture Documents or (ii) in the Subsidiary Guarantee case of such Domestic Restricted Subsidiaries, its Guarantee and the other Indenture Documents, in each case, to the same extent and in the same manner as such Indebtedness is subordinated pursuant to subordination provisions that are most favorable to the holders of any other Indebtedness of the Company or such Domestic Restricted Subsidiaries. (c) Section 4.08(a) will not prohibit the incurrence of the following Indebtedness (collectively, “Permitted Indebtedness”): (1) Indebtedness under the Notes issued in the Offering and related Guarantees (other than Additional Notes); (2) Indebtedness incurred pursuant to any Debt Facility in an aggregate principal amount at any time outstanding not to exceed the greater of (a) $115.0 million and (b) the sum of 85% of the net book value of accounts receivable of the Company and 65% of net book value of the inventory of the Company and its Restricted Subsidiaries, in each case, calculated substantially consistent with such calculation under the Credit Facility on the Issue Date, less, in each case, the aggregate amount of all Net Cash Proceeds of Asset Sales applied to permanently repay the principal amount of any such Indebtedness and, if the Indebtedness repaid is revolving credit Indebtedness, to correspondingly reduce commitments with respect thereto pursuant to Section 4.11(3)(a); (3) other Indebtedness of the Company and its Restricted Subsidiaries outstanding on the Issue Date (other than Permitted Indebtedness described in clauses (1), (2), (4), (5), (6), (7), (8), (9), (12), (13) and (14) of this Section 4.08(c)); (4) Interest Swap Obligations of the Company or any Restricted Subsidiary of the Company covering Indebtedness of the Company or such Restricted Subsidiary; provided, however, that such Interest Swap Obligations are entered into for the purpose of fixing or hedging interest rates with respect to any fixed or variable rate Indebtedness that is permitted by this Indenture to be outstanding to the extent that the notional amount of any such Interest Swap Obligation does not exceed the principal amount of Indebtedness to which such Interest Swap Obligation relates; (5) Indebtedness under Currency Agreements; provided that in the case of Currency Agreements which relate to Indebtedness of the Company or any Restricted Subsidiary of the Company, such Currency Agreements do not increase the Indebtedness of the Company or such Restricted Subsidiary outstanding other than as a result of fluctuations in foreign currency exchange rates or by reason of fees, indemnities and compensation payable thereunder; (6) intercompany Indebtedness of the Company for so long as such Indebtedness is held by any Restricted Subsidiary or Indebtedness of any Restricted Subsidiary for so long as such Indebtedness is held by the Company or any other Restricted Subsidiary; provided that (a) if owing by the Company or any Guarantor, such Indebtedness shall be unsecured and contractually subordinated in all respects (other than with respect to the maturity thereof) to the Obligations of the Company under the Notes and the other Indenture Documents or such Guarantor under its Guarantee and the other Indenture Documents, as the case may be, and (b) if as of any date any Person other than the Company or a Restricted Subsidiary owns or holds any such Indebtedness or holds a Lien in respect of such Indebtedness, such date shall be deemed the incurrence of Indebtedness not permitted under this clause (6) by the issuer of such Indebtedness; (7) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently (except in the case of daylight overdrafts) drawn against insufficient funds in the ordinary course of business; provided, however, that such Indebtedness is extinguished within five Business Days of such incurrence; (8) Indebtedness of the Company or any of its Restricted Subsidiaries in respect of or represented by letters of credit issued for the account of the Company or such Restricted Subsidiary, as the case may be, that are issued in support of, or to provide security for, (a) trade obligations or (b) any other liabilities (including workers’ compensation claims and payment obligations in connection with self-insurance or similar requirements but excluding any liabilities in respect of borrowed money or any other Indebtedness), in each case, in the ordinary course of business; (9) obligations of the Company or any of its Restricted Subsidiaries in respect of performance, bid and surety bonds and completion guarantees (not for borrowed money) provided by the Company or any such Restricted Subsidiary in the ordinary course of business; (10) Indebtedness represented by Attributable Debt, Capitalized Lease Obligations and Purchase Money Indebtedness (including Attributable Debt, Capitalized Lease Obligations or Purchase Money Indebtedness arising in connection with a sale and leaseback transaction) of the Company and its Restricted Subsidiaries incurred in the ordinary course of business (including Refinancings of any Indebtedness incurred pursuant to subordination provisions this clause (10) that do not result in an increase in the aggregate principal amount of Indebtedness of such Person as of the date of such proposed Refinancing (plus the amount of any premium required to be paid under the terms of the instrument governing such Indebtedness and plus the amount of reasonable expenses incurred by the Company in connection with such Refinancing)) in an aggregate outstanding principal amount, when taken together with the principal amount of all other Indebtedness incurred pursuant to this clause (10) and then outstanding, not to exceed $25.0 million at any time outstanding; (11) Refinancing Indebtedness; (a) Indebtedness represented by guarantees by the Company or a Restricted Subsidiary of Indebtedness incurred by a Restricted Subsidiary so long as the incurrence of such Indebtedness by such Restricted Subsidiary is otherwise permitted by the terms of this Indenture and (b) Indebtedness represented by guarantees by a Restricted Subsidiary of Indebtedness incurred by the Company so long as the incurrence of such Indebtedness by the Company is otherwise permitted by the terms of this Indenture; (13) Indebtedness arising from agreements of the Company or a Restricted Subsidiary providing for indemnification, adjustment of purchase price or similar obligations, in each case, incurred in connection with the disposition of any business, assets or Restricted Subsidiary, other than guarantees of Indebtedness incurred by any Person acquiring all or any portion of such business, assets or Restricted Subsidiary for the purpose of financing such acquisition; provided that the maximum aggregate liability in respect of all such Indebtedness shall at no time exceed the gross proceeds actually received by the Company and the Restricted Subsidiary in connection with such disposition; (14) Indebtedness under Commodity Agreements; provided that such Commodity Agreements are entered into in the ordinary course of the Company’s or its Restricted Subsidiaries’ businesses, not for speculative purposes and otherwise in compliance with this Indenture; and (15) additional Indebtedness of the Company and its Restricted Subsidiaries in an aggregate principal amount not to exceed $25.0 million at least as favorable any time outstanding. For purposes of determining compliance with this Section 4.08, (a) the outstanding principal amount of any item of Indebtedness shall be counted only once and (b) in the event that an item of Indebtedness meets the criteria of more than one of the categories of Permitted Indebtedness described in clauses (1) through (15) above or is entitled to be incurred pursuant to the holders of the Notes or such Subsidiary Guarantee as the subordination Consolidated Fixed Charge Coverage Ratio provisions of such Indebtedness covenant, the Company will be permitted, in its sole discretion, to classify (or agreement). later reclassify) such item of Indebtedness in any manner that complies with such covenant; provided, that Permitted Indebtedness incurred under the Credit Facility outstanding on the Issue Date will initially be deemed to have been incurred on such date under clause (e2) For purposes above and may not later be reclassified. Accrual of this Supplemental Indentureinterest, no accretion or amortization of original issue discount, the payment of interest on any Indebtedness in the form of additional Indebtedness with the same terms, and the payment of dividends on Disqualified Capital Stock in the form of additional shares of the same class of Disqualified Capital Stock will not be deemed to be subordinate or junior in right an incurrence of payment to other Indebtedness solely by virtue of not being the benefit of a Lien on assets, or guarantee of a Person, that benefits the other Indebtedness or having the benefit an issuance of such a Lien or guarantee ranking subordinate or junior to a Lien or guarantee benefiting the other IndebtednessDisqualified Capital Stock for purposes of this Section 4.08.

Limitation on Incurrence of Additional Indebtedness and Issuance of Preferred Stock. (a) Other than Permitted Indebtedness, the The Company will not, and will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee, acquire, become liable, contingently or otherwise, with respect to, or otherwise become responsible for payment of (collectively, “incur”) incur any Indebtedness (including, without limitation, Acquired Indebtedness) other than Permitted Indebtedness and the Company will not permit any of its Restricted Subsidiaries to issue any Preferred StockStock other than Permitted Indebtedness; provided, however, that if no Default or Event of Default shall have occurred and be continuing at the time of or as a consequence of the incurrence of any such Indebtedness or issuance of Preferred StockIndebtedness, then the Company and the Restricted Subsidiaries or any of them Restricted Subsidiary may incur Indebtedness and any of the Restricted Subsidiary Subsidiaries may issue Preferred StockStock if, in each case, if on the date of the incurrence of such Indebtedness or issuance of such Preferred Stock, after giving effect to the incurrence or issuance thereof, the Consolidated Fixed Charge Coverage Ratio of the Company is equal to or greater than 2.0 to 1.0; provided, further, that Restricted Subsidiaries (other than the Issuer) that are not Guarantors may not incur Indebtedness or issue Preferred Stock pursuant to the foregoing proviso if, after giving pro forma effect to the such incurrence thereof and the receipt or issuance and application of the proceeds therefromthereof, the Company’s Consolidated EBITDAX Coverage Ratio would have been greater than 2.25 to 1.0. (b) For purposes of determining any particular aggregate amount of outstanding Indebtedness under this covenant, and Preferred Stock of Restricted Subsidiaries (iother than the Issuer) guarantees of, or obligations in respect of letters of credit relating to, Indebtedness otherwise included in the determination of such amount shall that are not also be included and (ii) if obligations in respect of letters of credit are Guarantors incurred pursuant to a Credit Facility and are being treated as incurred pursuant to this Section 4.04, clause (12) and clause (13) of the definition of “Permitted Indebtedness” Indebtedness exceeds the greater of (x) $500.0 million and (y) 5.0% of the letters Company’s Total Assets. For purposes of credit relate to other Indebtednessdetermining compliance with this Section 4.04, then such other Indebtedness shall not be included. (c) in the event that an item of Indebtedness or Preferred Stock meets the criteria of a Person existing at more than one of the time such Person becomes a Restricted Subsidiary (whether by mergercategories of Permitted Indebtedness described in the definition of Permitted Indebtedness, consolidation, acquisition of Capital Stock or otherwise) or is merged with entitled to be incurred or into the Company or any Restricted Subsidiary or which is secured by a Lien on an asset acquired by the Company or a Restricted Subsidiary (whether or not such Indebtedness is assumed by the acquiring Person) shall be deemed incurred at the time the Person becomes a Restricted Subsidiary or at the time of the asset acquisitionissued, as the case may be. , pursuant to the first paragraph of this Section 4.04, the Company, in its sole discretion, will be permitted to classify such item of Indebtedness or Preferred Stock on the date of its incurrence or issuance, as the case may be, in any manner that complies with this Section 4.04, or later divide, classify or reclassify (dbased on circumstances existing at the time of such division, classification or reclassification) all or a portion of such item of Indebtedness or Preferred Stock in any manner that complies with this Section 4.04 and such item of Indebtedness or Preferred Stock (or portion thereof, as applicable) will be treated as having been incurred or issued, as the case may be, pursuant to only such clause or clauses or the first paragraph of this Section 4.04. Additionally, Indebtedness permitted by this Section 4.04 need not be permitted solely by reference to one provision permitting such Indebtedness but may be permitted in part by one such provision and in part by one or more other provisions of this Section 4.04 permitting such Indebtedness. Indebtedness under the term loan portion of the Credit Agreement outstanding on the date on which the Securities are first issued and authenticated under this Indenture will initially be deemed to have been incurred on the Issue Date in reliance on the exception provided by clause (2) of the definition of Permitted Indebtedness and may not later be reclassified. The Company Issuer will not, and will not permit any Subsidiary Guarantor to, directly or indirectly, incur any Indebtedness which (including Acquired Indebtedness) that, by its terms (or by the terms of any agreement governing such Indebtedness) terms, is subordinated or junior in right of payment to any Indebtedness of the Company Issuer or such Subsidiary Guarantor, as the case may be, other than the Notes and the Subsidiary Guarantees, unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) made expressly subordinate subordinated in right of payment to the Notes Securities or such Guarantor’s Guarantee, as the Subsidiary Guarantee case may be, to the extent and in the same manner as such Indebtedness is subordinated to other Indebtedness of the Issuer or such Subsidiary Guarantor, as the case may be. For the avoidance of doubt, pursuant to subordination provisions that are at least as favorable to under the holders of the Notes or such Subsidiary Guarantee as the subordination provisions of such Indebtedness (or agreement). (e) For purposes terms of this Supplemental Indenture, no Indenture (1) unsecured Indebtedness will not be deemed to be subordinate treated as subordinated or junior in right of payment to other Secured Indebtedness solely by virtue of merely because such Indebtedness is unsecured or (2) Senior Indebtedness will not being the benefit of a Lien on assets, or guarantee of a Person, that benefits the other Indebtedness or having the benefit of such a Lien or guarantee ranking subordinate be treated as subordinated or junior in right of payment to a Lien or guarantee benefiting any other Senior Indebtedness merely because it has junior priority with respect to the other Indebtednesssame collateral.

Limitation on Incurrence of Additional Indebtedness and Issuance of Preferred Stock. From and after the Issue Date: (a1) Other than Permitted Indebtedness, the Company will not, and will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee, acquire, become liable, contingently or otherwise, with respect to, or otherwise become responsible for payment of (collectively, “incur”) incur any Indebtedness (includingincluding Acquired Debt and Indebtedness represented by the issuance of any Additional Notes); (2) the Company will not, without limitationand will not permit any of its Restricted Subsidiaries to, issue any Disqualified Stock (including Acquired IndebtednessDisqualified Stock); and (3) and the Company will not permit any of its Restricted Subsidiaries that are not Subsidiary Guarantors to issue any shares of Preferred Stock (including Acquired Preferred Stock); provided, however, that if no Default or Event of Default shall have occurred and be continuing at the time of or as a consequence of the incurrence of any such Indebtedness or issuance of Preferred Stock, then the Company and the Restricted Subsidiaries or any of them Subsidiary Guarantors may incur Indebtedness (including Acquired Debt and Indebtedness represented by Additional Notes) and the Company and the Subsidiary Guarantors may issue shares of Disqualified Stock (including Acquired Disqualified Stock), provided that any such Indebtedness (other than Additional Notes) ranks junior to, and has a maturity date no earlier than 91 days after the Maturity Date of, the Notes (and any Restricted Subsidiary may issue Preferred Stock, in each caseAdditional Notes), if on the Fixed Charge Coverage Ratio for the applicable Covenant Reference Period preceding the date on which such additional Indebtedness is incurred or such Disqualified Stock is issued would have been at least 2 to 1, determined on a pro forma basis and calculated as required by Regulation S-X of the incurrence of such Indebtedness or issuance of Preferred Stock, after giving Exchange Act (including a pro forma effect to the incurrence thereof and the receipt and application of the net proceeds therefrom, the Company’s Consolidated EBITDAX Coverage Ratio would have been greater than 2.25 to 1.0. (b) For purposes of determining any particular amount of Indebtedness under this covenant, (i) guarantees of, or obligations in respect of letters of credit relating to, Indebtedness otherwise included in the determination of such amount shall not also be included and (ii) if obligations in respect of letters of credit are incurred pursuant to a Credit Facility and are being treated as incurred pursuant to clause (1) of the definition of “Permitted Indebtedness” and the letters of credit relate to other Indebtedness, then such other Indebtedness shall not be included. (c) Indebtedness or Preferred Stock of a Person existing at the time such Person becomes a Restricted Subsidiary (whether by merger, consolidation, acquisition of Capital Stock or otherwise) or is merged with or into the Company or any Restricted Subsidiary or which is secured by a Lien on an asset acquired by the Company or a Restricted Subsidiary (whether or not such Indebtedness is assumed by the acquiring Person) shall be deemed incurred at the time the Person becomes a Restricted Subsidiary or at the time of the asset acquisition), as if the case may be. (d) The Company will not, and will not permit any Subsidiary Guarantor to, incur any additional Indebtedness which by its terms (had been incurred or by the terms of any agreement governing such Indebtedness) is subordinated in right of payment to any Indebtedness of the Company or such Subsidiary GuarantorDisqualified Stock had been issued, as the case may be, other than at the Notes beginning of such Covenant Reference Period, with any letters of credit and bankers’ acceptances being deemed to have an aggregate principal amount of Indebtedness equal to the maximum amount available thereunder. The immediately preceding paragraph will not apply to: (i) the incurrence or existence of Indebtedness constituting, at any time on or after the Issue Date (but only as and when permitted to be incurred thereafter in accordance with all applicable conditions and limitations contained in Section 4.16 and in no event in an aggregate outstanding principal amount exceeding the Applicable Facility Cap), Senior Facility Obligations less 50% of the aggregate amount of any repayments of term Indebtedness under Senior Facility Obligations and all repayments of revolving credit Indebtedness under such Senior Facility Obligations effected with a corresponding commitment reduction under such Senior Facility Obligation pursuant to clause (a) of the second paragraph of Section 4.12; (ii) the incurrence by the Company and the Subsidiary Guarantees, unless such Guarantors of Indebtedness is also by its terms (or represented by the terms of Notes (excluding any agreement governing such IndebtednessAdditional Notes) made expressly subordinate in right of payment to and the First Additional Notes or the and Subsidiary Guarantee of such Subsidiary Guarantor, as the case may be, pursuant to subordination provisions that are at least as favorable to the holders of the Notes or such Subsidiary Guarantee as the subordination provisions of such Indebtedness (or agreement).Guarantees thereof; (eA) For purposes the reimbursement obligation evidenced by the Cash Collateralized CD&L Letter of this Supplemental Indenture, no Indebtedness will be deemed to be subordinate Credit and (B) other Acquired Debt or junior in right of payment to other Indebtedness solely by virtue of not being the benefit of a Lien on assets, or guarantee of a Person, Acquired Disqualified Stock; provided that benefits the such other Indebtedness or having the benefit Disqualified Stock was not incurred in connection with or in contemplation of such Person becoming a Lien or guarantee ranking subordinate or junior Restricted Subsidiary; and provided further that immediately after giving effect to such incurrence, the Fixed Charge Coverage Ratio for the applicable Covenant Reference Period preceding the date of such incurrence would have been at least 2 to 1 or, if not, will have improved immediately thereafter, determined on a Lien or guarantee benefiting pro forma basis (including giving pro forma effect to the other Indebtedness.applicable transaction related thereto);

Limitation on Incurrence of Additional Indebtedness and Issuance of Preferred Stock. (a) Other than Permitted Indebtedness, the The Company will shall not, and will shall not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee, acquire, become liable, contingently or otherwise, with respect to, or otherwise become responsible for payment of (collectively, “incur”) incur any Indebtedness (includingincluding Acquired Debt), without limitation, Acquired Indebtedness) and the Company will shall not permit any of its Restricted Subsidiaries to issue any Preferred Stockpreferred stock; provided, however, that the Company or any Subsidiary Guarantor may incur Indebtedness, if the Fixed Charge Coverage Ratio for the Company's most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional Indebtedness is incurred would have been at least 2.00 to 1, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been incurred at the beginning of such four-quarter period. So long as no Default or Event of Default shall have occurred and be continuing at or would be caused thereby, the time first paragraph of or as a consequence of this covenant will not prohibit the incurrence of any of the following items of Indebtedness (collectively, "Permitted Debt"): (1) the incurrence by the Company or any Subsidiary Guarantor of Indebtedness under Credit Facilities in an aggregate principal amount at any one time outstanding (with letters of credit being deemed to have a principal amount equal to the maximum potential liability of the Company and its Restricted Subsidiaries thereunder) not to exceed $60.0 million, less the aggregate amount of all Net Proceeds of Asset Sales applied by the Company or any Restricted Subsidiary to permanently repay any such Indebtedness or issuance (and, in the case of Preferred Stockany revolving credit Indebtedness, then to effect a corresponding commitment reduction thereunder) pursuant to Section 4.11 hereof; (2) Existing Indebtedness; (3) the incurrence by the Company and the Restricted Subsidiaries Subsidiary Guarantors of Indebtedness represented by the Notes and the related Subsidiary Guarantees to be issued on the date hereof and the Exchange Notes and the related Subsidiary Guarantees to be issued pursuant to the Registration Rights Agreement; (4) the incurrence by the Company or any of them may incur Indebtedness and any Restricted Subsidiary may issue Preferred Stockof the Company of Indebtedness represented by Capital Lease Obligations, mortgage financings or purchase money obligations, in each case, incurred for the purpose of financing all or any part of the purchase price or cost of construction or improvement of property, plant or equipment (whether through the direct purchase of such assets or the Capital Stock of any Person owning such assets) used in the business of the Company or such Restricted Subsidiary, in an aggregate principal amount, including all Permitted Refinancing Indebtedness incurred to refund, refinance or replace any Indebtedness incurred pursuant to this clause (4), not to exceed $5.0 million at any time outstanding; (5) the incurrence by the Company or any Restricted Subsidiary of the Company of Permitted Refinancing Indebtedness in exchange for, or the net proceeds of which are used to refund, refinance or replace Indebtedness (other than intercompany Indebtedness) that was permitted by this Indenture to be incurred under the first paragraph of this Section 4.09 or clauses (2), (3), (4), (5), or (8) of this paragraph; (6) the incurrence by the Company or any of its Restricted Subsidiaries of intercompany Indebtedness owing to and held by the Company or any of its Wholly Owned Restricted Subsidiaries; provided, however, that: <PAGE> 34 (a) if the Company or any Subsidiary Guarantor is the obligor on such Indebtedness, such Indebtedness must be unsecured and expressly subordinated to the prior payment in full in cash of all Obligations with respect to the Notes, in the case of the Company, or the Subsidiary Guarantee, in the case of a Subsidiary Guarantor; (i) any subsequent issuance or transfer of Equity Interests that results in any such Indebtedness being held by a Person other than the Company or a Wholly Owned Restricted Subsidiary of the Company and (ii) any sale or other transfer of any such Indebtedness to a Person that is not either the Company or a Wholly Owned Restricted Subsidiary of the Company, shall be deemed, in each case, to constitute an incurrence of such Indebtedness by the Company or such Restricted Subsidiary, as the case may be, that was not permitted by this clause (6); and (c) Indebtedness owed to the Company or any Subsidiary Guarantor must be evidenced by an unsubordinated promissory note, unless the obligor under such Indebtedness is the Company or a Subsidiary Guarantor; (7) the Guarantee by the Company or any Subsidiary Guarantors of Indebtedness of the Company or a Restricted Subsidiary of the Company that was permitted to be incurred by another provision of this Section 4.09; (8) the incurrence by the Company or any Restricted Subsidiary of additional Indebtedness in an aggregate principal amount (or accreted value, as applicable) at any time outstanding, including all Permitted Refinancing Indebtedness incurred to refund, refinance or replace any Indebtedness incurred pursuant to this clause (8), not to exceed $20.0 million; and (9) (i) Indebtedness of the Company or any of its Restricted Subsidiaries under agreements providing for indemnification, adjustment of purchase price or similar obligations, or Guarantees or letters of credit, surety bonds or performance bonds securing any obligations of the Company or any of its Restricted Subsidiaries pursuant to such agreements, in any case incurred in connection with the disposition of any business or assets, so long as the principal amount does not exceed the gross proceeds actually received by the Company or any Restricted Subsidiary in connection with such disposition, and (ii) Indebtedness of the Company of any its Restricted Subsidiaries represented by letters of credit for the account of the Company or such Restricted Subsidiary, as the case may be, issued in the ordinary course of business of the Company or such Restricted Subsidiary, including, without limitation, in order to provide security for workers' compensation claims or payment obligations in connection with self-insurance or similar requirements in the ordinary course of business and other Indebtedness with respect to worker's compensation claims, self-insurance obligations, performance, surety and similar bonds and completion guarantees provided by the Company or any of its Restricted Subsidiaries in the ordinary course of business. For purposes of determining compliance with this Section 4.09, in the event that any proposed Indebtedness meets the criteria of more than one of the categories of Permitted Debt described in clauses (1) through (9) above, or is entitled to be incurred pursuant to the first paragraph of this Section 4.09, the Company shall be permitted to classify such item of Indebtedness on the date of its incurrence in any manner that complies with this Section 4.09. Indebtedness under Credit Agreement outstanding on the incurrence of such Indebtedness or issuance of Preferred Stock, after giving pro forma effect date on which Notes are first issued and authenticated under this Indenture shall be deemed to the incurrence thereof and the receipt and application of the proceeds therefrom, the Company’s Consolidated EBITDAX Coverage Ratio would have been greater than 2.25 to 1.0. (b) For purposes of determining any particular amount of Indebtedness under this covenant, (i) guarantees of, or obligations incurred on such date in respect of letters of credit relating to, Indebtedness otherwise included in reliance on the determination of such amount shall not also be included and (ii) if obligations in respect of letters of credit are incurred pursuant to a Credit Facility and are being treated as incurred pursuant to exception provided by clause (1) of the definition of “Permitted Indebtedness” and Debt. Notwithstanding any other provision of this Section 4.09, the letters maximum amount of credit relate Indebtedness that may be Incurred pursuant to other Indebtedness, then such other Indebtedness shall not be included. (c) Indebtedness or Preferred Stock of a Person existing at the time such Person becomes a Restricted Subsidiary (whether by merger, consolidation, acquisition of Capital Stock or otherwise) or is merged with or into the Company or any Restricted Subsidiary or which is secured by a Lien on an asset acquired by the Company or a Restricted Subsidiary (whether or not such Indebtedness is assumed by the acquiring Person) shall be deemed incurred at the time the Person becomes a Restricted Subsidiary or at the time of the asset acquisition, as the case may be. (d) The Company will not, and this Section 4.09 will not permit any Subsidiary Guarantor to, incur any Indebtedness which by its terms (or by the terms of any agreement governing such Indebtedness) is subordinated in right of payment to any Indebtedness of the Company or such Subsidiary Guarantor, as the case may be, other than the Notes and the Subsidiary Guarantees, unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) made expressly subordinate in right of payment to the Notes or the Subsidiary Guarantee of such Subsidiary Guarantor, as the case may be, pursuant to subordination provisions that are at least as favorable to the holders of the Notes or such Subsidiary Guarantee as the subordination provisions of such Indebtedness (or agreement). (e) For purposes of this Supplemental Indenture, no Indebtedness will be deemed to be subordinate or junior exceeded with respect to any outstanding Indebtedness due solely to the result of fluctuations in right the exchange rates of payment to other Indebtedness solely by virtue of not being the benefit of a Lien on assets, or guarantee of a Person, that benefits the other Indebtedness or having the benefit of such a Lien or guarantee ranking subordinate or junior to a Lien or guarantee benefiting the other Indebtednesscurrencies.

Limitation on Incurrence of Additional Indebtedness and Issuance of Preferred Stock. (a) Other than Permitted Indebtedness, the Company will not, and will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee, acquire, become liable, contingently or otherwise, with respect to, or otherwise become responsible for payment of (collectively, “incur”) any Indebtedness (including, without limitation, Acquired Indebtedness) and the Company will not permit any of its Restricted Subsidiaries to issue any Preferred Stock; provided, however, that if no Default or Event of Default shall have occurred and be continuing at the time of or as a consequence of the incurrence of any such Indebtedness or issuance of Preferred Stock, then the Company and the Restricted Subsidiaries or any of them may incur Indebtedness and any Restricted Subsidiary may issue Preferred Stock, in each case, if on the date of the incurrence of such Indebtedness or issuance of Preferred Stock, after giving pro forma effect to the incurrence thereof and the receipt and application of the proceeds therefrom, the Company’s Consolidated EBITDAX Coverage Ratio would have been greater than 2.25 to 1.0. (b) For purposes of determining any particular amount of Indebtedness under this covenant, (i) guarantees of, or obligations in respect of letters of credit relating to, Indebtedness otherwise included in the determination of such amount shall not also be included and (ii) if obligations in respect of letters of credit are incurred pursuant to a Credit Facility and are being treated as incurred pursuant to clause (1) of the definition of “Permitted Indebtedness” and the letters of credit relate to other Indebtedness, then such other Indebtedness shall not be included. (c) Indebtedness or Preferred Stock of a Person existing at the time such Person becomes a Restricted Subsidiary (whether by merger, consolidation, acquisition of Capital Stock or otherwise) or is merged with or into the Company or any Restricted Subsidiary or which is secured by a Lien on an asset acquired by the Company or a Restricted Subsidiary (whether or not such Indebtedness is assumed by the acquiring Person) shall be deemed incurred at the time the Person becomes a Restricted Subsidiary or at the time of the asset acquisition, as the case may be. (d) The Company will not, and will not permit any Subsidiary Guarantor to, incur any Indebtedness which by its terms (or by the terms of any agreement governing such Indebtedness) is subordinated in right of payment to any Indebtedness of the Company or such Subsidiary Guarantor, as the case may be, other than the Notes and the Subsidiary Guarantees, unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) made expressly subordinate in right of payment to the Notes or the Subsidiary Guarantee of such Subsidiary Guarantor, as the case may be, pursuant to subordination provisions that are at least as favorable to the holders of the Notes or such Subsidiary Guarantee as the subordination provisions of such Indebtedness (or agreement). (e) For purposes of this Supplemental Indenture, no Indebtedness will be deemed to be subordinate or junior in right of payment to other Indebtedness solely by virtue of not being having the benefit of a Lien on assets, or guarantee of a Person, that benefits the other Indebtedness or having the benefit of such a Lien or guarantee ranking subordinate or junior to a Lien or guarantee benefiting the other Indebtedness.

Limitation on Incurrence of Additional Indebtedness and Issuance of Preferred Stock. (a) Other than Permitted Indebtedness, the The Company will shall not, and will shall not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee, acquire, become liable, contingently or otherwise, with respect to, or otherwise become responsible for payment of (collectively, “incur”) incur any Indebtedness (includingincluding Acquired Debt), without limitation, Acquired Indebtedness) and the Company will shall not permit any of its Restricted Subsidiaries to issue any Preferred Stockpreferred stock; provided, however, that the Company and any Subsidiary Guarantor may incur Indebtedness (including Acquired Debt), if no Default or Event the Fixed Charge Coverage Ratio for the Company’s most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional Indebtedness is incurred would have been at least 2.25 to 1, determined on a pro forma basis (including a pro forma application of Default shall have occurred and be continuing the net proceeds therefrom), as if the additional Indebtedness had been incurred at the time beginning of or as a consequence such four-quarter period. The first paragraph of this Section 4.09 shall not prohibit the incurrence of any such of the following items of Indebtedness (collectively, “Permitted Debt”): the incurrence by the Company or issuance any Subsidiary Guarantor of Preferred Stock, then Indebtedness under the Credit Agreement in an aggregate principal amount at any one time outstanding (with letters of credit being deemed to have a principal amount equal to the maximum potential liability of the Company and the its Restricted Subsidiaries or any of them may incur Indebtedness and any Restricted Subsidiary may issue Preferred Stockthereunder) not to exceed $400.0 million, in each case, if on less the date of the incurrence of such Indebtedness or issuance of Preferred Stock, after giving pro forma effect to the incurrence thereof and the receipt and application of the proceeds therefrom, the Company’s Consolidated EBITDAX Coverage Ratio would have been greater than 2.25 to 1.0. (b) For purposes of determining any particular aggregate amount of Indebtedness under this covenant, (i) guarantees of, or obligations in respect all Net Proceeds of letters of credit relating to, Indebtedness otherwise included in the determination of such amount shall not also be included and (ii) if obligations in respect of letters of credit are incurred pursuant to a Credit Facility and are being treated as incurred pursuant to clause (1) of the definition of “Permitted Indebtedness” and the letters of credit relate to other Indebtedness, then such other Indebtedness shall not be included. (c) Indebtedness or Preferred Stock of a Person existing at the time such Person becomes a Restricted Subsidiary (whether Asset Sales applied by merger, consolidation, acquisition of Capital Stock or otherwise) or is merged with or into the Company or any Restricted Subsidiary or which is secured to permanently repay any Indebtedness incurred pursuant to this clause (1) (and, in the case of any revolving credit Indebtedness, to effect a corresponding commitment reduction thereunder) pursuant to Section 4.11 hereof; Existing Indebtedness; the incurrence by a Lien the Company and the Subsidiary Guarantors of Indebtedness represented by the Notes and the related Subsidiary Guarantees to be issued on an asset acquired the date hereof and the Exchange Notes and the related Subsidiary Guarantees to be issued pursuant to the Registration Rights Agreement; the incurrence by the Company or a Restricted Subsidiary (whether or not such Indebtedness is assumed by the acquiring Person) shall be deemed incurred at the time the Person becomes a Restricted Subsidiary or at the time of the asset acquisition, as the case may be. (d) The Company will not, and will not permit any Subsidiary Guarantor toof Indebtedness represented by Capital Lease Obligations, incur mortgage financings or purchase money obligations, in each case, incurred for the purpose of financing all or any Indebtedness which by its terms (part of the purchase price or by cost of construction or improvement of property, plant or equipment used in the terms of any agreement governing such Indebtedness) is subordinated in right of payment to any Indebtedness business of the Company or such Subsidiary Guarantor, as in an aggregate principal amount, including all Permitted Refinancing Indebtedness incurred to refund, refinance or replace any Indebtedness incurred pursuant to this clause (4), not to exceed $25.0 million at any time outstanding; the incurrence by the Company or any Restricted Subsidiary of the Company of Permitted Refinancing Indebtedness in exchange for, or the net proceeds of which are used to renew, refund, refinance, replace, defease or discharge Indebtedness (other than intercompany Indebtedness) that was permitted by this Indenture to be incurred under the first paragraph of this Section 4.09 or clauses (2), (3), (4), (5) or (8) of this paragraph; the incurrence by the Company or any of its Restricted Subsidiaries of intercompany Indebtedness owing to and held by the Company or any of its Wholly Owned Restricted Subsidiaries; provided, however, that: if the Company or any Subsidiary Guarantor is the obligor on such Indebtedness, such Indebtedness must be unsecured and expressly subordinated to the prior payment in full in cash of all Obligations with respect to the Notes, in the case may beof the Company, other than the Notes and the Subsidiary Guarantees, unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) made expressly subordinate in right of payment to the Notes or the Subsidiary Guarantee Guarantee, in the case of such a Subsidiary Guarantor, as the case may be, pursuant to subordination provisions that are at least as favorable to the holders of the Notes or such Subsidiary Guarantee as the subordination provisions of such Indebtedness (or agreement). (e) For purposes of this Supplemental Indenture, no Indebtedness will be deemed to be subordinate or junior in right of payment to other Indebtedness solely by virtue of not being the benefit of a Lien on assets, or guarantee of a Person, that benefits the other Indebtedness or having the benefit of such a Lien or guarantee ranking subordinate or junior to a Lien or guarantee benefiting the other Indebtedness.;

Limitation on Incurrence of Additional Indebtedness and Issuance of Preferred Stock. Prior to the Assumption Date, the Company will not incur any Indebtedness (aincluding Acquired Debt) Other than Permitted Indebtednessor issue any Disqualified Stock, except for the Notes. From and after the Assumption Date: (1) the Company will not, and will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee, acquire, become liable, contingently or otherwise, with respect to, or otherwise become responsible for payment of (collectively, “incur”) incur any Indebtedness (includingincluding Acquired Debt); (2) the Company will not, without limitationand will not permit any of its Restricted Subsidiaries to, issue any Disqualified Stock (including Acquired IndebtednessDisqualified Stock); and (3) and the Company will not permit any of its Restricted Subsidiaries that are not Subsidiary Guarantors to issue any shares of Preferred Stock (including Acquired Preferred Stock); providedPROVIDED, howeverHOWEVER, that if no Default or Event of Default shall have occurred and be continuing at the time of or as a consequence of the incurrence of any such Indebtedness or issuance of Preferred Stock, then the Company and the Restricted Subsidiaries or any of them Subsidiary Guarantors may incur Indebtedness (including Acquired Debt) and any Restricted the Company and the Subsidiary Guarantors may issue Preferred shares of Disqualified Stock (including Acquired Disqualified Stock, in each case, ) if on the Fixed Charge Coverage Ratio for the Company's most recently ended four full fiscal quarters for which financial statements have been filed with the SEC pursuant to Section 4.18 immediately preceding the date of the incurrence of on which such additional Indebtedness is incurred or issuance of Preferred Stocksuch Disqualified Stock is issued would have been at least 2 to 1, after giving pro forma effect to the incurrence thereof and the receipt and determined on a PRO FORMA basis (including a PRO FORMA application of the net proceeds therefrom, the Company’s Consolidated EBITDAX Coverage Ratio would have been greater than 2.25 to 1.0. (b) For purposes of determining any particular amount of Indebtedness under this covenant, (i) guarantees of, or obligations in respect of letters of credit relating to, Indebtedness otherwise included in the determination of such amount shall not also be included and (ii) if obligations in respect of letters of credit are incurred pursuant to a Credit Facility and are being treated as incurred pursuant to clause (1) of the definition of “Permitted Indebtedness” and the letters of credit relate to other Indebtedness, then such other Indebtedness shall not be included. (c) Indebtedness or Preferred Stock of a Person existing at the time such Person becomes a Restricted Subsidiary (whether by merger, consolidation, acquisition of Capital Stock or otherwise) or is merged with or into the Company or any Restricted Subsidiary or which is secured by a Lien on an asset acquired by the Company or a Restricted Subsidiary (whether or not such Indebtedness is assumed by the acquiring Person) shall be deemed incurred at the time the Person becomes a Restricted Subsidiary or at the time of the asset acquisition), as if the case may be. (d) The Company will not, and will not permit any Subsidiary Guarantor to, incur any additional Indebtedness which by its terms (had been incurred or by the terms of any agreement governing such Indebtedness) is subordinated in right of payment to any Indebtedness of the Company or such Subsidiary GuarantorDisqualified Stock had been issued, as the case may be, at the beginning of such four-quarter period, with any letters of credit and bankers' acceptances being deemed to have an aggregate principal amount of Indebtedness equal to the maximum amount available thereunder. The immediately preceding paragraph will not apply to: (i) (I) the incurrence by the Company or any Subsidiary Guarantor of Indebtedness pursuant to the Credit Facility in an aggregate principal amount at any time outstanding not to exceed the lesser of (x) $800 million and (y) the aggregate amount of the Credit Facility as specified in the Assumption Documentation, less the aggregate principal amount of all mandatory repayments applied to (a) repay loans (other than revolving credit loans) outstanding thereunder or (b) permanently reduce the Notes revolving credit commitments thereunder (and the corresponding guarantees of the Subsidiary Guarantors thereunder) and (II) the incurrence by any Foreign Subsidiary of Indebtedness pursuant to the Credit Facility in an aggregate principal amount not to exceed the aggregate principal amount of Indebtedness incurred by Foreign Subsidiaries under the Credit Facility on the Assumption Date; PROVIDED, HOWEVER, that if the Company or a Subsidiary Guarantor transfers any material assets to a Foreign Subsidiary that is a borrower under the Credit Facility, then, at the time of such transfer, there shall be deemed to be an incurrence of Indebtedness that is not permitted by this clause (i)(II) in the amount of Indebtedness that is outstanding under this clause (i)(II) at the time of such transfer; (ii) the incurrence by the Company and the Subsidiary GuaranteesGuarantors of Indebtedness represented by the Notes (not including any Additional Notes) and Subsidiary Guarantees thereof, unless including any Exchange Securities issued for the Notes issued on the Issue Date; (iii) the Existing Indebtedness of the Company and its Restricted Subsidiaries (other than Indebtedness of the type described in clause (i), (ii), (v), (ix) or (x) of this Section 4.09); (iv) the incurrence by the Company or any of its Restricted Subsidiaries of any Permitted Refinancing in exchange for, or the Net Proceeds of which are used to extend, refinance, renew, replace, defease or refund, Indebtedness that was permitted to be incurred under (A) the Fixed Charge Coverage Ratio test set forth above or (B) clauses (ii) and (iii) above, clause (xi) below or this clause (iv); (v) the incurrence by the Company or any of its Restricted Subsidiaries of intercompany Indebtedness between or among the Company and any of its Restricted Subsidiaries; PROVIDED, HOWEVER, that (i) if the Company or any Subsidiary Guarantor is the obligor on such Indebtedness, then (other than intercompany notes that constitute Collateral) such Indebtedness is also expressly subordinated by its terms (or by to the terms prior payment in full in cash of any agreement governing such Indebtedness) made expressly subordinate in right of payment all Obligations with respect to the Notes or the Subsidiary Guarantee of such Subsidiary GuarantorGuarantee, as the case may be, pursuant and (ii) (A) any subsequent issuance or transfer of Capital Stock that results in any such Indebtedness being held by a Person other than the Company or a Restricted Subsidiary and (B) any sale or other transfer of any such Indebtedness to subordination provisions a Person that are at least as favorable is not either the Company or a Restricted Subsidiary shall be deemed, in each case, to the holders of the Notes or such Subsidiary Guarantee as the subordination provisions constitute a simultaneous incurrence of such Indebtedness that is not permitted by this clause (v) by the Company or such Restricted Subsidiary, as the case may be; (vi) the incurrence by the Company or any Restricted Subsidiary of Hedging Obligations that are incurred for the purpose of (A) fixing or hedging interest rate or currency risk with respect to any fixed or floating rate Indebtedness that is permitted by this Indenture to be outstanding which is designed solely to protect the Company or any Restricted Subsidiary against fluctuations in foreign currency exchange rates; PROVIDED that such Hedging Obligation does not increase the principal amount of any such Indebtedness other than as a result of fluctuations in foreign currency exchange rates or interest rates or by reason of fees, indemnities and compensation payable thereunder or (B) managing fluctuations in the price or cost of energy, raw materials, manufactured products or related commodities; PROVIDED that such obligations are entered into for valid business purposes other than speculative purposes (as determined by the Company's or such Restricted Subsidiary's principal financial officer in the exercise of his or her good faith business judgment); (vii) the issuance by any of the Company's Restricted Subsidiaries of shares of Preferred Stock to the Company or a Wholly Owned Restricted Subsidiary; PROVIDED that (A) any subsequent issuance or transfer of Capital Stock that results in such Preferred Stock being held by a Person other than the Company or a Wholly Owned Restricted Subsidiary or (B) the transfer or other disposition by the Company or a Wholly Owned Restricted Subsidiary of any such shares to a Person other than the Company or a Wholly Owned Restricted Subsidiary shall be deemed, in each case, to constitute an issuance of such Preferred Stock by such Subsidiary on such date that is not permitted by this clause (vii); (viii) the incurrence by the Company or any of its Restricted Subsidiaries of Indebtedness represented by worker's compensation claims and other statutory or regulatory obligations, self-insurance obligations, tender, bid, performance, government contract, surety or appeal bonds, standby letters of credit and warranty and contractual service obligations of like nature, trade letters of credit or documentary letters of credit, in each case to the extent incurred in the ordinary course of business of the Company or such Restricted Subsidiary; (ix) the incurrence of Indebtedness by Foreign Subsidiaries (not including Indebtedness incurred pursuant to clause (i)(II) above), the aggregate principal amount (or agreementaccreted value, as applicable) at any time outstanding and incurred in reliance upon this clause (ix)., does not exceed $25 million; (ex) the Guarantee by the Company or any Subsidiary Guarantor of Indebtedness of the Company or a Restricted Subsidiary that was permitted to be incurred by another provision of this Section 4.09; (xi) Acquired Debt or Acquired Disqualified Stock; PROVIDED that such Indebtedness or Disqualified Stock was not incurred in connection with or in contemplation of such Person becoming a Restricted Subsidiary; and PROVIDED FURTHER that immediately after giving effect to such incurrence, the Fixed Charge Coverage Ratio for the Company's most recently ended four full fiscal quarters for which financial statements have been filed with the SEC pursuant to Section 4.18 immediately preceding -54- the date of such incurrence would have been at least 2 to 1, determined on a PRO FORMA basis (including giving PRO FORMA effect to the applicable transaction related thereto); (xii) Indebtedness consisting of take-or-pay obligations contained in supply agreements entered into in the ordinary course of business; (xiii) the incurrence by the Company and the Subsidiary Guarantors of Purchase Money Obligations and Capital Lease Obligations in an aggregate principal amount not to exceed $50 million at any one time outstanding; (xiv) Indebtedness arising from agreements of the Company or a Restricted Subsidiary providing for indemnification, contribution, earnout, adjustment of purchase price or similar obligation, in each case, incurred or assumed in connection with the disposition of any business, assets or Capital Stock of a Restricted Subsidiary; (xv) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business; PROVIDED, that such Indebtedness is extinguished within three business days of incurrence; and (xvi) the incurrence by the Company or any Subsidiary Guarantor of Indebtedness or the issuance of Disqualified Stock, the aggregate principal amount (or accreted value, as applicable) or liquidation preference of which, together with all other Indebtedness and Disqualified Stock at the time outstanding and incurred in reliance on this clause (xvi), does not exceed $50 million. For purposes of determining compliance with this Supplemental IndentureSection 4.09, no in the event that an item of Indebtedness or Preferred Stock meets the criteria of more than one of the categories of permitted Indebtedness described in clauses (i) through (xvi) above or is entitled to be incurred pursuant to the first paragraph of this Section 4.09, the Company shall, in its sole discretion, classify on the date of incurrence (and from time to time reclassify in whole or in part) such item of Indebtedness or Preferred Stock in any matter that complies with this Section 4.09 and such Indebtedness or Preferred Stock will be treated as having been incurred pursuant to the clauses or the first paragraph hereof, as the case may be, designated by the Company (PROVIDED that all Indebtedness under the Credit Facility shall at all times be deemed to have been incurred pursuant to clause (i) of this Section 4.09). The amount of Indebtedness issued at a price which is less than the principal amount thereof shall be subordinate or junior equal to the amount of the liability in right of payment to other Indebtedness solely by virtue of not being the benefit of a Lien on assets, or guarantee of a Person, that benefits the other Indebtedness or having the benefit of such a Lien or guarantee ranking subordinate or junior to a Lien or guarantee benefiting the other Indebtednessrespect thereof determined in accordance with GAAP.

Limitation on Incurrence of Additional Indebtedness and Issuance of Preferred Stock. (a) Other than Permitted Indebtedness, On and after the Issue Date: (1) the Company will shall not, and will shall not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee, acquire, become liable, contingently or otherwise, with respect to, or otherwise become responsible for payment of (collectively, “incur”) incur any Indebtedness (including, without limitation, including Acquired IndebtednessDebt); (2) and the Company will shall not, and shall not permit any of its Restricted Subsidiaries to, issue any Disqualified Stock (including Acquired Disqualified Stock); and (3) the Company shall not permit any of its Restricted Subsidiaries that are not Subsidiary Guarantors to issue any shares of Preferred Stock (including Acquired Preferred Stock) other than to the Company or another Restricted Subsidiary; provided, however, that the Company and the Subsidiary Guarantors may incur Indebtedness (including Acquired Debt) and the Company and the Subsidiary Guarantors may issue shares of Disqualified Stock (including Acquired Disqualified Stock) if the Fixed Charge Coverage Ratio for the Company's most recently ended four full fiscal quarters for which financial statements have been filed with the Commission pursuant to Section 4.18 immediately preceding the date on which such additional Indebtedness is incurred or such Disqualified Stock is issued would have been at least 2.0 to 1, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been incurred or the Disqualified Stock had been issued, as the case may be, at the beginning of such four-quarter period, with any letters of credit and bankers' acceptances being deemed to have an aggregate principal amount of Indebtedness equal to the maximum amount available thereunder. (b) The provisions of Section 4.09 (a) will not apply to: (i) the incurrence by the Company or any Subsidiary Guarantor of Indebtedness pursuant to the New Credit Agreement in an aggregate principal amount at any time outstanding not to exceed the aggregate principal amount committed under the New Credit Agreement as in effect on the Issue Date as set forth in an Officers' Certificate delivered to the Trustee on the Issue Date, less the aggregate principal amount of all mandatory repayments made as a result of Asset Sales pursuant to Section 4.12 applied to (a) repay loans (other than revolving credit loans) outstanding thereunder or (b) permanently reduce the revolving credit commitments thereunder (and the corresponding guarantees of the Subsidiary Guarantors thereunder); (ii) the incurrence by the Company and the Subsidiary Guarantors of Indebtedness represented by the Notes (not including any Additional Notes) and Subsidiary Guarantees thereof, including any Exchange Securities issued for the Notes issued on the Issue Date; (iii) the Existing Indebtedness of the Company and its Restricted Subsidiaries (other than Indebtedness of the type described in clause (i), (ii), (v), (ix) or (x) of this Section 4.09(b)); provided, however, that if no Default the Company or Event a Subsidiary Guarantor makes any Investments in a Restricted Subsidiary that is not a Subsidiary Guarantor other than: (a) pursuant to the agreement governing such Existing Indebtedness as in effect on the Issue Date or any agreement entered into pursuant to a Permitted Refinancing of Default shall have occurred and be continuing such Existing Indebtedness, (b) as an Investment pursuant to the first sentence of Section 4.10, (c) for the purpose of financing ordinary course working capital requirements, or (d) to the extent required in order to comply with "thin capitalization" rules of the United States Internal Revenue Code of 1986, as amended, the capitalization regulations of any other jurisdiction, or any similar applicable law, then any outstanding Indebtedness of any Restricted Subsidiary in which such Investments were made pursuant to this clause (iii) at the time of or as a consequence of the incurrence of any such Investment shall be deemed not permitted by this clause (iii) and no further Indebtedness or issuance of Preferred Stock, then the Company and the Restricted Subsidiaries or any of them may incur Indebtedness and shall be permitted by this clause (iii) to be incurred by any Restricted Subsidiary may issue Preferred Stock, in each case, if on the date of which such Investments were made; (iv) the incurrence of such Indebtedness or issuance of Preferred Stock, after giving pro forma effect to the incurrence thereof and the receipt and application of the proceeds therefrom, the Company’s Consolidated EBITDAX Coverage Ratio would have been greater than 2.25 to 1.0. (b) For purposes of determining any particular amount of Indebtedness under this covenant, (i) guarantees of, or obligations in respect of letters of credit relating to, Indebtedness otherwise included in the determination of such amount shall not also be included and (ii) if obligations in respect of letters of credit are incurred pursuant to a Credit Facility and are being treated as incurred pursuant to clause (1) of the definition of “Permitted Indebtedness” and the letters of credit relate to other Indebtedness, then such other Indebtedness shall not be included. (c) Indebtedness or Preferred Stock of a Person existing at the time such Person becomes a Restricted Subsidiary (whether by merger, consolidation, acquisition of Capital Stock or otherwise) or is merged with or into the Company or any of its Restricted Subsidiary Subsidiaries of any Permitted Refinancing in exchange for, or the net proceeds of which is secured by a Lien on an asset acquired are used to extend, refinance, renew, replace, defease or refund, Indebtedness that was permitted to be incurred under (A) the Fixed Charge Coverage Ratio test set forth in Section 4.09(a), or (B) clauses (ii) and (iii) above or this clause (iv); (v) the incurrence by the Company or a any of its Restricted Subsidiaries of intercompany Indebtedness between or among the Company and any of its Restricted Subsidiaries; provided, however, that (A) if the Company or any Subsidiary Guarantor is the obligor on such Indebtedness, then (whether or not other than intercompany notes that constitute Collateral) such Indebtedness is assumed by the acquiring Person) shall be deemed incurred at the time the Person becomes a Restricted Subsidiary or at the time of the asset acquisition, as the case may be. (d) The Company will not, and will not permit any Subsidiary Guarantor to, incur any Indebtedness which expressly subordinated by its terms (to the prior payment in full in cash of all Obligations with respect to the Notes or by the terms of any agreement governing such Indebtedness) is subordinated in right of payment to any Indebtedness of the Company or such Subsidiary GuarantorGuarantee, as the case may be, and (B)(1) any subsequent issuance or transfer of Capital Stock that results in any such Indebtedness being held by a Person other than the Notes Company or a Restricted Subsidiary and (2) any sale or other transfer of any such Indebtedness to a Person that is not either the Company or a Restricted Subsidiary shall be deemed, in each case, to constitute a simultaneous incurrence of such Indebtedness that is not permitted by this clause (v) by the Company or such Restricted Subsidiary, as the case may be; (vi) the incurrence by the Company or any Restricted Subsidiary of Hedging Obligations that are incurred for the purpose of (A) fixing or hedging interest rate or currency risk with respect to any fixed or floating rate Indebtedness that is permitted by this Indenture to be outstanding which is designed solely to protect the Company or any Restricted Subsidiary against fluctuations in interest rates or in foreign currency exchange rates; provided that such Hedging Obligation does not increase the principal amount of any such Indebtedness other than as a result of fluctuations in interest rates or in foreign currency exchange rates or interest rates or by reason of fees, indemnities and compensation payable thereunder or (B) managing fluctuations in the price or cost of energy, raw materials, manufactured products or related commodities; provided that such obligations are entered into for valid business purposes other than speculative purposes (as determined by the Company's or such Restricted Subsidiary's principal financial officer in the exercise of his or her good faith business judgment); (vii) the issuance by any of the Company's Restricted Subsidiaries of shares of Preferred Stock to the Company or a Wholly Owned Restricted Subsidiary; provided that (A) any subsequent issuance or transfer of Capital Stock that results in such Preferred Stock being held by a Person other than the Company or a Wholly Owned Restricted Subsidiary or (B) the transfer or other disposition by the Company or a Wholly Owned Restricted Subsidiary of any such shares to a Person other than the Company or a Wholly Owned Restricted Subsidiary shall be deemed, in each case, to constitute an issuance of such Preferred Stock by such Subsidiary on such date that is not permitted by this clause (vii); (viii) the incurrence by the Company or any of its Restricted Subsidiaries of Indebtedness represented by worker's compensation claims and other statutory or regulatory obligations, self-insurance obligations, tender, bid, performance, government contract, surety or appeal bonds, standby letters of credit and warranty and contractual service obligations of like nature, trade letters of credit or documentary letters of credit, in each case to the extent incurred in the ordinary course of business of the Company or such Restricted Subsidiary; (ix) the incurrence of Indebtedness by Foreign Subsidiaries (not including Indebtedness incurred pursuant to clause (iii) above) in an aggregate principal amount (or accreted value, as applicable) not to exceed $25.0 million at any one time oustanding; (x) the Guarantee by the Company or any Subsidiary Guarantor of Indebtedness of the Company or a Subsidiary Guarantor or the Guarantee by a Restricted Subsidiary that is not a Subsidiary Guarantor of any Indebtedness of another Restricted Subsidiary that is not a Subsidiary Guarantor, so long as in each case such Indebtedness was permitted to be incurred by another provision of this Section 4.09; (xi) Indebtedness consisting of take-or-pay obligations contained in supply agreements entered into in the ordinary course of business; (xii) the incurrence by the Company and the Subsidiary GuaranteesGuarantors of Purchase Money Obligations and Capital Lease Obligations in an aggregate principal amount not to exceed $25.0 million at any one time outstanding; (xiii) Indebtedness arising from agreements of the Company or a Restricted Subsidiary providing for indemnification, unless contribution, earnout, adjustment of purchase price or similar obligation, in each case, incurred or assumed in connection with the disposition of any business, assets or Capital Stock of a Restricted Subsidiary; (xiv) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business; provided that such Indebtedness is also extinguished within three business days of incurrence; and (xv) the incurrence by its terms the Company or any Subsidiary Guarantor of Indebtedness or the issuance of Disqualified Stock, the aggregate principal amount (or by accreted value, as applicable) or liquidation preference of which, together with all other Indebtedness and Disqualified Stock at the terms time outstanding and incurred in reliance on this clause (xv), does not exceed $50.0 million. (c) For purposes of determining compliance with this Section 4.09, in the event that an item of Indebtedness or Preferred Stock meets the criteria of more than one of the categories of permitted Indebtedness described in Section 4.09(b) or is entitled to be incurred pursuant to Section 4.09(a), the Company shall, in its sole discretion, classify on the date of incurrence (and from time to time reclassify in whole or in part) such item of Indebtedness or Preferred Stock in any agreement governing matter that complies with this Section 4.09, and such Indebtedness) made expressly subordinate in right of payment Indebtedness or Preferred Stock will be treated as having been incurred pursuant to the Notes clauses or the Subsidiary Guarantee of such Subsidiary Guarantorfirst paragraph hereof, as the case may be, pursuant to subordination provisions designated by the Company (provided that are all Indebtedness under the New Credit Agreement shall at least as favorable to the holders of the Notes or such Subsidiary Guarantee as the subordination provisions of such Indebtedness (or agreement). (e) For purposes of this Supplemental Indenture, no Indebtedness will all times be deemed to have been incurred pursuant to clause (i) of Section 4.09(b) to the extent capacity is available under such clause). The amount of Indebtedness issued at a price which is less than the principal amount thereof shall be subordinate or junior equal to the amount of the liability in right of payment to other Indebtedness solely by virtue of not being the benefit of a Lien on assets, or guarantee of a Person, that benefits the other Indebtedness or having the benefit of such a Lien or guarantee ranking subordinate or junior to a Lien or guarantee benefiting the other Indebtednessrespect thereof determined in accordance with GAAP.

Limitation on Incurrence of Additional Indebtedness and Issuance of Preferred Stock. (a) Other than Permitted Indebtedness, the The Company will shall not, and will shall not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee, acquire, guarantee or otherwise become directly or indirectly liable, contingently or otherwise, with respect to, or otherwise become responsible for payment of to (individually and collectively, “incur”"INCUR") after the date of this Indenture any Indebtedness (includingincluding Acquired Debt), without limitation, Acquired Indebtedness) and the Company will not permit any of its Restricted Subsidiaries to issue any shares of Preferred Stock; provided, however, PROVIDED that the Company and its Subsidiaries may incur Indebtedness (including Acquired Debt) if (a) no Default or Event of Default shall have occurred and be continuing at the time of of, or as would occur after giving effect on a consequence of the pro forma basis to, such incurrence of any such Indebtedness or issuance of Preferred Stock, then the Company and the Restricted Subsidiaries or any of them may incur Indebtedness and any Restricted Subsidiary may issue Preferred Stock(b) the Fixed Charge Coverage Ratio for the Reference Period immediately preceding the date on which such additional Indebtedness is incurred would have been at least 2.0 to 1 for incurrences on or prior to June 30, 1998, 2.25 to 1 for incurrences after June 30, 1998 and on or prior to June 30, 1999 and 2.5 to 1 thereafter, in each case, if case determined on the date of the incurrence of such Indebtedness or issuance of Preferred Stock, after giving a pro forma effect to the incurrence thereof and the receipt and basis (including a pro forma application of the net proceeds therefrom), as if the Company’s Consolidated EBITDAX Coverage Ratio would have additional Indebtedness had been greater than 2.25 to 1.0. (b) For purposes incurred at the beginning of determining any particular amount such Reference Period. Indebtedness consisting of Indebtedness under this covenant, (i) guarantees of, or reimbursement obligations in respect of letters a letter of credit relating to, Indebtedness otherwise included in the determination of such amount shall not also be included and (ii) if obligations in respect of letters of credit are incurred pursuant to a Credit Facility and are being treated as incurred pursuant to clause (1) of the definition of “Permitted Indebtedness” and the letters of credit relate to other Indebtedness, then such other Indebtedness shall not be included. (c) Indebtedness or Preferred Stock of a Person existing at the time such Person becomes a Restricted Subsidiary (whether by merger, consolidation, acquisition of Capital Stock or otherwise) or is merged with or into the Company or any Restricted Subsidiary or which is secured by a Lien on an asset acquired by the Company or a Restricted Subsidiary (whether or not such Indebtedness is assumed by the acquiring Person) shall be deemed incurred at the time the Person becomes a Restricted Subsidiary or at the time of the asset acquisition, as the case may be. (d) The Company will not, and will not permit any Subsidiary Guarantor to, incur any Indebtedness which by its terms (or by the terms of any agreement governing such Indebtedness) is subordinated in right of payment to any Indebtedness of the Company or such Subsidiary Guarantor, as the case may be, other than the Notes and the Subsidiary Guarantees, unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) made expressly subordinate in right of payment to the Notes or the Subsidiary Guarantee of such Subsidiary Guarantor, as the case may be, pursuant to subordination provisions that are at least as favorable to the holders of the Notes or such Subsidiary Guarantee as the subordination provisions of such Indebtedness (or agreement). (e) For purposes of this Supplemental Indenture, no Indebtedness will be deemed to be subordinate or junior in right incurred when the letter of payment to other Indebtedness solely by virtue of credit is first issued. The foregoing paragraph will not being the benefit of a Lien on assets, or guarantee of a Person, that benefits the other Indebtedness or having the benefit of such a Lien or guarantee ranking subordinate or junior to a Lien or guarantee benefiting the other Indebtedness.prevent:

Limitation on Incurrence of Additional Indebtedness and Issuance of Preferred Stock. (a) Other than Permitted Indebtedness, the The Company will shall not, and will shall not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee, acquire, become liable, contingently or otherwise, with respect to, or otherwise become responsible for payment of (collectively, “incur”) incur any Indebtedness (includingincluding Acquired Debt), without limitation, Acquired Indebtedness) and the Company will shall not permit any of its Restricted Subsidiaries to issue any Preferred Stockpreferred stock; provided, however, that the Company and any Subsidiary Guarantor may incur Indebtedness (including Acquired Debt), if no Default or Event the Fixed Charge Coverage Ratio for the Company’s most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional Indebtedness is incurred would have been at least 2.25 to 1, determined on a pro forma basis (including a pro forma application of Default shall have occurred and be continuing the net proceeds therefrom), as if the additional Indebtedness had been incurred at the time beginning of or as a consequence such four-quarter period. The first paragraph of this Section 4.09 shall not prohibit the incurrence of any such of the following items of Indebtedness (collectively, “Permitted Debt”): (1) the incurrence by the Company or issuance any Subsidiary Guarantor of Preferred StockIndebtedness under the Credit Agreement in an aggregate principal amount at any one time outstanding (with letters of credit being deemed to have a principal amount equal to the maximum potential liability of the Company and its Restricted Subsidiaries thereunder) not to exceed $400.0 million, then less the aggregate amount of all Net Proceeds of Asset Sales applied by the Company or any Restricted Subsidiary to permanently repay any Indebtedness incurred pursuant to this clause (1) (and, in the case of any revolving credit Indebtedness, to effect a corresponding commitment reduction thereunder) pursuant to Section 4.11 hereof; (2) Existing Indebtedness; (3) the incurrence by the Company and the Restricted Subsidiaries Subsidiary Guarantors of Indebtedness represented by the Notes and the related Subsidiary Guarantees issued pursuant to this Indenture; (4) the incurrence by the Company and the Subsidiary Guarantors of Indebtedness represented by the 9.5% Notes and the related Subsidiary Guarantees to be issued pursuant to the Indenture dated October 29, 2007 among the Company, the Subsidiary Guarantors named therein and U.S. Bank, National Association; (5) the incurrence by the Company or any Subsidiary Guarantor of them may incur Indebtedness and any Restricted Subsidiary may issue Preferred Stockrepresented by Capital Lease Obligations, mortgage financings or purchase money obligations, in each case, incurred for the purpose of financing all or any part of the purchase price or cost of construction or improvement of property, plant or equipment used in the business of the Company or such Subsidiary Guarantor, in an aggregate principal amount, including all Permitted Refinancing Indebtedness incurred to refund, refinance or replace any Indebtedness incurred pursuant to this clause (5), not to exceed $25.0 million at any time outstanding; (6) the incurrence by the Company or any Restricted Subsidiary of the Company of Permitted Refinancing Indebtedness in exchange for, or the net proceeds of which are used to renew, refund, refinance, replace, defease or discharge Indebtedness (other than intercompany Indebtedness) that was permitted by this Indenture to be incurred under the first paragraph of this Section 4.09 or clauses (2), (3), (4), (5), (6) or (9) of this paragraph; (7) the incurrence by the Company or any of its Restricted Subsidiaries of intercompany Indebtedness owing to and held by the Company or any of its Wholly Owned Restricted Subsidiaries; provided, however, that: (a) if the Company or any Subsidiary Guarantor is the obligor on such Indebtedness, such Indebtedness must be unsecured and expressly subordinated to the prior payment in full in cash of all Obligations with respect to the Notes, in the case of the Company, or the Subsidiary Guarantee, in the case of a Subsidiary Guarantor; (i) any subsequent issuance or transfer of Equity Interests that results in any such Indebtedness being held by a Person other than the Company or a Wholly Owned Restricted Subsidiary thereof and (ii) any sale or other transfer of any such Indebtedness to a Person that is not either the Company or a Wholly Owned Restricted Subsidiary thereof, shall be deemed, in each case, to constitute an incurrence of such Indebtedness by the Company or such Restricted Subsidiary, as the case may be, that was not permitted by this clause (7); and (c) Indebtedness owed to the Company or any Subsidiary Guarantor must be evidenced by an unsubordinated promissory note, unless the obligor under such Indebtedness is the Company or a Subsidiary Guarantor; (8) the Guarantee by the Company or any Subsidiary Guarantor of Indebtedness of the Company or a Restricted Subsidiary of the Company that was permitted to be incurred by another provision of this covenant; provided that, if the Indebtedness being guaranteed is subordinated to or pari passu with the Notes, then the Guarantee shall be subordinated or pari passu to the same extent as the Indebtedness Guaranteed; (9) the incurrence by the Company or any Subsidiary Guarantor of additional Indebtedness in an aggregate principal amount (or accreted value, as applicable) at any time outstanding, including all Permitted Refinancing Indebtedness incurred to refund, refinance or replace any Indebtedness incurred pursuant to this clause (9), not to exceed $25.0 million; (10) (i) Indebtedness of the Company or any of its Restricted Subsidiaries under agreements providing for indemnification, adjustment of purchase price or similar obligations, or Guarantees or letters of credit, surety bonds or performance bonds securing any obligations of the Company or any of its Restricted Subsidiaries pursuant to such agreements, in any case incurred in connection with the acquisition or disposition of any business or assets, so long as the principal amount does not exceed the gross proceeds actually received by the Company or any Restricted Subsidiary in connection with such disposition, (ii) Indebtedness of the Company of any its Restricted Subsidiaries represented by letters of credit for the account of the Company or such Restricted Subsidiary, as the case may be, issued in the ordinary course of business of the Company or such Restricted Subsidiary to provide security for workers’ compensation claims or payment obligations in connection with self-insurance or similar requirements in the ordinary course of business and other Indebtedness with respect to worker’s compensation claims, self-insurance obligations, bankers’ acceptances, performance, surety and similar bonds and completion guarantees provided by the Company or any of its Restricted Subsidiaries in the ordinary course of business, (iii) the incurrence by the Company or any of its Restricted Subsidiaries of Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business, provided, however, that such Indebtedness is extinguished within five Business Days of its incurrence and (iv) the incurrence by the Company of Indebtedness to the extent that the net proceeds thereof are promptly deposited to defease or to satisfy and discharge the Notes; (11) Indebtedness of the Company to the extent that the net proceeds thereof are promptly deposited to defease the Notes in accordance with the provisions of Article Eight herein; and (12) Indebtedness of a Restricted Subsidiary incurred and outstanding on or prior to the date on which such Restricted Subsidiary was acquired by the Company (other than Indebtedness or Capital Stock incurred in connection with, or to provide all or any portion of the funds or credit support utilized to consummate, the transaction or series of related transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary or was acquired by the Company) and Permitted Refinancing Indebtedness incurred in respect thereof; provided, however, that after giving effect to the incurrence of such Indebtedness, the Company would be able to incur an additional $1.00 of Indebtedness pursuant to the first paragraph of this Section 4.09. For purposes of determining compliance with this Section 4.09, if any proposed Indebtedness meets the criteria of more than one of the categories of Permitted Debt described in clauses (1) through (12) above, or is entitled to be incurred pursuant to the first paragraph of this Section 4.09, the Company shall be permitted to divide and classify an item of Indebtedness in more than one of the types of Indebtedness described above on the date of the incurrence its incurrence, or later reclassify all or a portion of such item of Indebtedness or issuance of Preferred Stock, after giving pro forma effect in any manner that complies with this Section 4.09. Indebtedness under the Credit Agreement outstanding on the date on which Notes are first issued under this Indenture shall be deemed to the incurrence thereof and the receipt and application of the proceeds therefrom, the Company’s Consolidated EBITDAX Coverage Ratio would have been greater than 2.25 to 1.0. (b) For purposes of determining any particular amount of Indebtedness under this covenant, (i) guarantees of, or obligations incurred on such date in respect of letters of credit relating to, Indebtedness otherwise included in reliance on the determination of such amount shall not also be included and (ii) if obligations in respect of letters of credit are incurred pursuant to a Credit Facility and are being treated as incurred pursuant to exception provided by clause (1) of the definition of “Permitted Indebtedness” and Debt. Notwithstanding any other provision of this Section 4.09, the letters maximum amount of credit relate Indebtedness that may be incurred pursuant to other Indebtedness, then such other Indebtedness this Section 4.09 shall not be included. (c) Indebtedness or Preferred Stock of a Person existing at the time such Person becomes a Restricted Subsidiary (whether by merger, consolidation, acquisition of Capital Stock or otherwise) or is merged deemed to be exceeded with or into the Company or any Restricted Subsidiary or which is secured by a Lien on an asset acquired by the Company or a Restricted Subsidiary (whether or not such Indebtedness is assumed by the acquiring Person) shall be deemed incurred at the time the Person becomes a Restricted Subsidiary or at the time of the asset acquisition, as the case may be. (d) The Company will not, and will not permit any Subsidiary Guarantor to, incur any Indebtedness which by its terms (or by the terms of any agreement governing such Indebtedness) is subordinated in right of payment respect to any outstanding Indebtedness of the Company or such Subsidiary Guarantor, as the case may be, other than the Notes and the Subsidiary Guarantees, unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) made expressly subordinate in right of payment due solely to the Notes or result of fluctuations in the Subsidiary Guarantee exchange rates of such Subsidiary Guarantor, as the case may be, pursuant to subordination provisions that are at least as favorable to the holders of the Notes or such Subsidiary Guarantee as the subordination provisions of such Indebtedness (or agreement)currencies.” (e) For purposes of this Supplemental Indenture, no Indebtedness will be deemed Section 7.05 is hereby amended to be subordinate or junior read in right of payment to other Indebtedness solely by virtue of not being the benefit of a Lien on assets, or guarantee of a Person, that benefits the other Indebtedness or having the benefit of such a Lien or guarantee ranking subordinate or junior to a Lien or guarantee benefiting the other Indebtedness.its entirety as follows:

Limitation on Incurrence of Additional Indebtedness and Issuance of Preferred Stock. (a) Other than Permitted Indebtedness, the The Company will not, and will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee, acquire, guarantee or otherwise become directly or indirectly liable, contingently or otherwise, with respect to, or otherwise become responsible for payment of to (collectively, “incur”) any Indebtedness (including, without limitation, including Acquired Indebtedness) ), and the Company will not issue any Disqualified Stock and will not permit any of its Restricted Subsidiaries to issue any Preferred Stockshares of preferred stock, except as expressly provided for below. The provisions of the first paragraph of this Section 5.09 will not prohibit the incurrence of any of the following items of Indebtedness: (1) the incurrence by the Company and the Guarantors of additional Indebtedness and letters of credit under the Working Capital Facility in an aggregate principal amount at any one time outstanding under this clause (1) (with letters of credit being deemed to have a principal amount equal to the maximum potential liability of the Company thereunder) not to exceed $20.0 million, less the aggregate amount of all Net Proceeds of Asset Sales applied by the Company to repay any Indebtedness under the Working Capital Facility and effect a corresponding permanent commitment reduction thereunder pursuant to Section 5.10 hereof; (2) so long as (A) no Default has occurred and is continuing and (B) on the date of such incurrence, and after giving effect thereto on a pro forma basis (including pro forma application of the net proceeds therefrom), the Consolidated Coverage Ratio exceeds 2.0 to 1.0, in each case, the incurrence by the Company of (X) additional unsecured Indebtedness, provided that such Indebtedness (i) is expressly subordinated, on terms no less favorable to the Holders as those set forth in Exhibit G hereto, to the prior payment in full in cash of all Obligations with respect to the Notes, and (ii) does not mature and is not mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or redeemable at the option of the holder of the Indebtedness, in whole or in part, on or prior to the date that is 91 days after the date on which the Notes mature, and (Y) additional unsecured senior Indebtedness in an aggregate principal amount at any time outstanding not to exceed (i) $250.0 million less (ii) the aggregate at such time of the principal amount of Indebtedness outstanding under the Notes and the Working Capital Facility (and of any Permitted Refinancing Indebtedness in respect thereof) and of any unused commitments available under the Working Capital Facility (or such Permitted Refinancing Indebtedness, as applicable) (regardless of whether the Company at such time meets all applicable conditions to use such commitments); and provided further, that prior to the incurrence of any such Indebtedness, the Company delivers an Officer’s Certificate to the Trustee certifying that the Company has complied with this clause (2); (3) (i) the incurrence by the Company and the Guarantors of Indebtedness represented by the Notes to be issued as part of the redemption price in the Mandatory Redemption of the Interim Notes, and any Additional Notes issued as interest on the Notes, and the Guarantees with respect thereto, (ii) the incurrence by the Company and the Guarantors of Indebtedness represented by the Notes issued after the Mandatory Redemption Date in exchange for Existing Notes on terms no less favorable to the Company and the Guarantors than the Exchange Offer and the Mandatory Redemption, and any Additional Notes issued as interest on the Notes, and the Guarantees with respect thereto, and (iii) the incurrence by the Company and the Guarantors of Indebtedness represented by any additional Existing Notes issued as interest on the Existing Notes in accordance with the terms of the Existing Notes Indenture, and the guarantees of the Guarantors with respect thereto; (4) the incurrence by the Company and its Restricted Subsidiaries of Permitted Refinancing Indebtedness in exchange for, or the net proceeds of which are used to renew, refund, refinance, replace, defease or discharge any Indebtedness (other than intercompany Indebtedness) that was permitted by this Indenture to be incurred pursuant to this clause (4) and clauses (3) and (11) of this paragraph; (5) the incurrence of intercompany Indebtedness between or among the Company and any of its Restricted Subsidiaries; provided, however, that: (A) if the Company or any Guarantor is the obligor on such Indebtedness, such Indebtedness must be expressly subordinated (with such subordination provided for in a promissory note evidencing such Indebtedness), to the prior payment in full in cash of all Obligations with respect to the Notes and the Note Guarantees; and (B) any (1) subsequent issuance or transfer of Equity Interests that results in any such Indebtedness being held by a Person other than the Company or a Restricted Subsidiary of the Company, or (2) sale or other transfer of any such Indebtedness to a Person that is not either the Company or a Restricted Subsidiary of the Company, will be deemed, in each case, to constitute an incurrence of such Indebtedness that was not permitted by this clause (5); (6) the issuance by any of the Company’s Restricted Subsidiaries to the Company or to any of its Restricted Subsidiaries of shares of preferred stock; provided, however, that if no Default any (a) subsequent issuance or Event transfer of Default shall have occurred and be continuing at Equity Interests that results in any such preferred stock being held by a Person other than the time of Company or as a consequence Restricted Subsidiary of the incurrence Company, or (b) sale or other transfer of any such Indebtedness or issuance of Preferred Stock, then preferred stock to a Person that is not either the Company and the Restricted Subsidiaries or any of them may incur Indebtedness and any a Restricted Subsidiary may issue Preferred Stockof the Company, will be deemed, in each case, if on the date to constitute an issuance of such preferred stock that was not permitted by this clause (6); (7) the incurrence by the Company of such Indebtedness or issuance Hedging Obligations in the ordinary course of Preferred Stock, after giving pro forma effect to business; (8) the incurrence thereof and by the receipt and application Company or any of the proceeds therefrom, the Company’s Consolidated EBITDAX Coverage Ratio would have been greater than 2.25 to 1.0. (b) For purposes of determining any particular amount its Restricted Subsidiaries of Indebtedness under this covenant, (i) guarantees of, or obligations in respect of letters of credit relating toworkers’ compensation claims, Indebtedness otherwise included self-insurance obligations, bankers’ acceptances, performance and surety bonds in the determination ordinary course of such amount shall not also be included and business; (ii9) if obligations in respect of letters of credit are incurred pursuant to a Credit Facility and are being treated as incurred pursuant to clause (1) the incurrence by the Company or any Restricted Subsidiaries of the definition Company of “Permitted Indebtedness” and Indebtedness represented by Capital Lease Obligations, mortgage financings or purchase money obligations, in each case, incurred for the letters purpose of credit relate to other Indebtednessfinancing all or any part of the purchase price or cost of design, then such other Indebtedness shall not be included. (c) Indebtedness construction, installation or Preferred Stock improvement of a Person existing at property, plant or equipment used in the time such Person becomes a Restricted Subsidiary (whether by merger, consolidation, acquisition business of Capital Stock or otherwise) or is merged with or into the Company or any Restricted Subsidiary or which is secured by a Lien on of the Company, in an asset acquired aggregate amount at any time outstanding not to exceed $10.0 million, provided that the aggregate amount of Indebtedness outstanding under this clause (9) and clause (13) will not together exceed $10.0 million at any time; (10) the incurrence by the Company or any of its Restricted Subsidiaries of Indebtedness arising from the honoring by a Restricted Subsidiary (whether bank or not other financial institution of a check, draft or similar instrument inadvertently drawn against insufficient funds, so long as such Indebtedness is assumed covered within five (5) Business Days; (11) the incurrence by the acquiring Person) shall be deemed incurred at the time the Person becomes a Company and its Restricted Subsidiary or at the time Subsidiaries of the asset acquisition, as the case may be.Existing Indebtedness; (d12) The the incurrence by the Company will not, of Indebtedness to the extent that the net proceeds thereof are promptly deposited to defease or satisfy and will discharge the Notes in accordance with the provisions of this Indenture; and (13) the incurrence by the Company or any of its Restricted Subsidiaries of any other Indebtedness not permit any Subsidiary Guarantor to, incur any Indebtedness which by its terms (or by otherwise permitted to be incurred under the terms of this Indenture in an aggregate amount at any agreement governing such Indebtednesstime outstanding not to exceed $5.0 million, provided that the aggregate amount of Indebtedness outstanding under this clause (13) is subordinated in right and clause (9) will not together exceed $10.0 million at any time. The amount of payment to any Indebtedness outstanding as of any date will be: (1) the accreted value of the Company or such Subsidiary GuarantorIndebtedness, as in the case may be, other than the Notes and the Subsidiary Guarantees, unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness issued with original issue discount; and (2) the principal amount of the Indebtedness) made expressly subordinate , in right of payment to the Notes or the Subsidiary Guarantee of such Subsidiary Guarantor, as the case may be, pursuant to subordination provisions that are at least as favorable to the holders of the Notes or such Subsidiary Guarantee as the subordination provisions of such Indebtedness (or agreement). (e) For purposes of this Supplemental Indenture, no Indebtedness will be deemed to be subordinate or junior in right of payment to other Indebtedness solely by virtue of not being the benefit of a Lien on assets, or guarantee of a Person, that benefits the other Indebtedness or having the benefit of such a Lien or guarantee ranking subordinate or junior to a Lien or guarantee benefiting the any other Indebtedness.

Limitation on Incurrence of Additional Indebtedness and Issuance of Preferred Stock. (a) Other than Permitted Indebtedness, the Company will VHS Holdco II shall not, and will shall not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee, acquire, guarantee or otherwise become directly or indirectly liable, contingently or otherwise, with respect to, or otherwise become responsible for payment of to (collectively, “incur”) any Indebtedness (includingincluding Acquired Debt), without limitation, Acquired Indebtedness) and the Company will VHS Holdco II shall not permit any of its Restricted Subsidiaries to issue any shares of Preferred Stock; provided, however, provided that if no Default or Event of Default shall have occurred VHS Holdco II and be continuing at the time of or as a consequence of the incurrence of any such Indebtedness or issuance of Preferred Stock, then the Company and the Restricted Subsidiaries or any of them Subsidiary may incur Indebtedness (including Acquired Debt) and any Restricted Subsidiary may issue Preferred StockStock if the Fixed Charge Coverage Ratio for VHS Holdco II’s most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional Indebtedness is incurred or such Preferred Stock is issued would have been at least 2.00 to 1.00, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been incurred or the Preferred Stock had been issued, as the case may be, and the application of proceeds therefrom had occurred at the beginning of such four-quarter period. (b) The provisions of Section 4.07(a) hereof shall not prohibit the incurrence of any of the following (collectively, “Permitted Debt”): (1) Indebtedness under Credit Facilities together with the incurrence of the guarantees thereunder and the issuance and creation of letters of credit and bankers’ acceptances thereunder (with letters of credit and bankers’ acceptances being deemed to have a principal amount equal to the face amount thereof), up to an aggregate principal amount of $1,275.0 million outstanding at any one time less the amount of all permanent reductions of Indebtedness thereunder as a result of principal payments actually made with Net Proceeds from Asset Sales; (2) Indebtedness represented by the Existing VHS Holdco II Notes (including any guarantee thereof and the notes and guarantees thereof to be issued in exchange therefor); (3) Indebtedness represented by the Notes and the Guarantees and the Notes and related Guarantees to be issued in exchange therefor pursuant to the Registration Rights Agreement; (4) Existing Indebtedness (other than Indebtedness described in Sections 4.07(b)(1), (2) and (3)); (5) Indebtedness (including Capitalized Lease Obligations) incurred or issued by VHS Holdco II or any Restricted Subsidiary to finance the purchase, lease or improvement of property (real or personal) or equipment that is used by or useful to VHS Holdco II or any Restricted Subsidiary in a Permitted Business (whether through the direct purchase of assets or the Capital Stock of any Person owning such assets) in an aggregate principal amount that, when aggregated with the principal amount of all other Indebtedness then outstanding and incurred pursuant to this clause (5) of Section 4.07(b) does not exceed the greater of $75.0 million and 3.0% of Total Assets; (6) Indebtedness incurred by VHS Holdco II or any Restricted Subsidiary constituting reimbursement obligations with respect to letters of credit issued in the ordinary course of business, including, without limitation, letters of credit in respect of workers’ compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Indebtedness with respect to reimbursement-type obligations regarding workers’ compensation claims; (7) Indebtedness arising from agreements of VHS Holdco II or a Restricted Subsidiary providing for indemnification, adjustment of purchase price or similar obligations, in each case, if incurred or assumed in connection with the disposition of any business, assets or a Subsidiary, other than guarantees of Indebtedness incurred by any Person acquiring all or any portion of such business, assets or a Subsidiary for the purpose of financing such acquisition; provided that (A) such Indebtedness is not reflected on the date balance sheet (other than Guarantees as a result of an amendment to an obligation in existence on January 29, 2010) of VHS Holdco II or any Restricted Subsidiary (contingent obligations referred to in a footnote to financial statements and not otherwise reflected on the balance sheet shall not be deemed to be reflected on such balance sheet for purposes of this clause (A) of Section 4.07(b)(7) and (B) the maximum assumable liability in respect of all such Indebtedness shall at no time exceed the gross proceeds including non-cash proceeds (the fair market value of such non-cash proceeds being measured at the time received and without giving effect to any subsequent changes in value) actually received by VHS Holdco II and any Restricted Subsidiaries in connection with such disposition; (8) Indebtedness of VHS Holdco II owed to and held by any Restricted Subsidiary or Indebtedness of a Restricted Subsidiary owed to and held by VHS Holdco II or any Restricted Subsidiary; provided that (A) any subsequent issuance or transfer of any Capital Stock or any other event that results in any such Restricted Subsidiary ceasing to be a Restricted Subsidiary or any subsequent transfer of any such Indebtedness (except to VHS Holdco II or a Restricted Subsidiary) shall be deemed, in each case, to constitute the incurrence of such Indebtedness by the issuer thereof and (B) if either of the Issuers or any Guarantor is the obligor on such Indebtedness owing to a Restricted Subsidiary that is not a Guarantor, other than Indebtedness represented by short-term, open account working capital notes entered into in the ordinary course of business for cash management purposes and consistent with past practice, such Indebtedness is expressly subordinated to the prior payment in full in cash of all obligations of such Issuer with respect to the Notes or of such Guarantor with respect to its Guarantee; (9) shares of Preferred Stock of a Restricted Subsidiary issued to VHS Holdco II or a Restricted Subsidiary; provided that any subsequent issuance or transfer of any Capital Stock or any other event which results in any such Restricted Subsidiary ceasing to be a Restricted Subsidiary or any other subsequent transfer of any such shares of Preferred Stock (except to VHS Holdco II or a Restricted Subsidiary) shall be deemed in each case to be an issuance of such shares of Preferred Stock, after giving pro forma effect to the incurrence thereof and the receipt and application of the proceeds therefrom, the Company’s Consolidated EBITDAX Coverage Ratio would have been greater than 2.25 to 1.0.; (b10) For purposes Hedging Obligations of determining VHS Holdco II or any particular amount Restricted Subsidiary (excluding Hedging Obligations entered into for speculative purposes) for the purpose of limiting (A) interest rate risk with respect to any Indebtedness under that is permitted by the terms of this covenantIndenture to be outstanding or (B) exchange rate risk with respect to any currency exchange or (C) commodity risk; (11) obligations in respect of performance, (i) bid, appeal and surety bonds and performance and completion guarantees of, provided by VHS Holdco II or any Restricted Subsidiary or obligations in respect of letters of credit relating torelated thereto, Indebtedness otherwise included in each case in the determination ordinary course of business or consistent with past practice; (12) Preferred Stock that is not Disqualified Stock and is issued by a Restricted Subsidiary of VHS Holdco II to a Person holding a minority Equity Interest in such amount Restricted Subsidiary (after giving effect to such issuance); provided that such Preferred Stock is not exchangeable or convertible into Indebtedness of VHS Holdco II or any of its Restricted Subsidiaries and does not require any cash payment of dividends or distributions at any time that such cash payment would result in a Default or an Event of Default; provided, further, that the aggregate liquidation preference of all Preferred Stock issued pursuant to this clause (12) of Section 4.07(b) shall not also be included exceed $25.0 million; (13) Indebtedness of VHS Holdco II or any Restricted Subsidiary or Preferred Stock of any Restricted Subsidiary not otherwise permitted hereunder in an aggregate principal amount or liquidation preference which, when aggregated with the principal amount and (ii) if obligations in respect liquidation preference of letters of credit are all other Indebtedness and Preferred Stock then outstanding and incurred pursuant to a Credit Facility this clause (13) of Section 4.07(b), does not at any one time outstanding, when taken together with any Refinancing Indebtedness in respect thereof, exceed the greater of (x) $150.0 million and are (y) 5.0% of Total Assets (it being treated as understood that any Indebtedness or Preferred Stock incurred pursuant to this clause (13) of Section 4.07(b) shall cease to be deemed incurred or outstanding for purposes of this clause (13) of Section 4.07(b) but shall be deemed incurred for the purposes of the first paragraph of this covenant from and after the first date on which VHS Holdco II or such Restricted Subsidiary could have incurred such Indebtedness or Preferred Stock under the first paragraph of this covenant without reliance on this clause (13) of Section 4.07(b)); (14) any guarantee by either of the Issuers or a Guarantor of Indebtedness or other obligations of VHS Holdco II or any Restricted Subsidiary so long as the incurrence of such Indebtedness by VHS Holdco II or such Restricted Subsidiary is permitted under the terms of this Indenture; provided that if such Indebtedness is by its express terms subordinated in right of payment to the Notes or a Guarantee, as applicable, any such guarantee with respect to such Indebtedness shall be subordinated in right of payment to the Notes or such Guarantee with respect to the Notes substantially to the same extent as such Indebtedness is subordinated to the Notes or such Guarantee, as applicable; (15) the incurrence by VHS Holdco II or any Restricted Subsidiary of Indebtedness or Preferred Stock that serves to refund or refinance any Indebtedness incurred as permitted under Section 4.07(a) hereof and clauses (2), (3), (4) and (13) of Section 4.07(b) hereof, this clause (15) and clause (16) of Section 4.07(b) hereof or any Indebtedness issued to so refund or refinance such Indebtedness including additional Indebtedness incurred to pay premiums and fees in connection therewith (the “Refinancing Indebtedness”) prior to its respective maturity; provided that such Refinancing Indebtedness (A) has a Weighted Average Life to Maturity at the time such Refinancing Indebtedness is incurred which is not less than the remaining Weighted Average Life to Maturity of the Indebtedness being refunded or refinanced, (B) to the extent such Refinancing Indebtedness refinances Indebtedness subordinated to the Notes, such Refinancing Indebtedness is subordinated to the Notes at least to the same extent as the Indebtedness being refinanced or refunded, (C) shall not include (x) Indebtedness or Preferred Stock of a Restricted Subsidiary that is not the Co-Issuer or a Guarantor that refinances Indebtedness or Preferred Stock of either Issuer or a Guarantor or (y) Indebtedness or Preferred Stock of VHS Holdco II or a Restricted Subsidiary that refinances Indebtedness or Preferred Stock of an Unrestricted Subsidiary, (D) shall not be in a principal amount in excess of the principal amount of, premium, if any, accrued interest on, and related fees and expenses of, the Indebtedness being refunded or refinanced and (E) shall not have a stated maturity date prior to the Stated Maturity of the Indebtedness being refunded or refinanced; (16) Indebtedness or Preferred Stock of Persons that are acquired by VHS Holdco II or any Restricted Subsidiary or merged into VHS Holdco II or a Restricted Subsidiary in accordance with the terms of this Indenture; provided that such Indebtedness or Preferred Stock is not incurred in connection with or in contemplation of such acquisition or merger; and provided, further, that after giving effect to such acquisition or merger, either (A) VHS Holdco II or such Restricted Subsidiary would be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of this covenant or (B) the Fixed Charge Coverage Ratio would be greater than immediately prior to such acquisition; (17) Indebtedness arising from the honoring by a bank or financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business; provided that such Indebtedness, other than credit or purchase cards, is extinguished within five Business Days of its incurrence; (18) Indebtedness of VHS Holdco II or any Restricted Subsidiary supported by a letter of credit issued pursuant to the Credit Agreement in a principal amount not in excess of the stated amount of such letter of credit; (19) Contribution Indebtedness; (20) Indebtedness consisting of the financing of insurance premiums; (21) Indebtedness incurred on behalf of or representing Guarantees of Indebtedness of joint ventures of VHS Holdco II or any Restricted Subsidiary not in excess of $25.0 million at any time outstanding; (22) Indebtedness incurred by a Securitization Subsidiary in a Qualified Securitization Financing that is not recourse to VHS Holdco II or any Restricted Subsidiary other than a Securitization Subsidiary (except for Standard Securitization Undertakings); (23) Physician Support Obligations incurred by VHS Holdco II or any Restricted Subsidiary; (24) Indebtedness consisting of Indebtedness issued by the Issuers or any of their Restricted Subsidiaries to current or former officers, directors and employees thereof, their respective estates, spouses or former spouses, in each case to finance the purchase or redemption of Equity Interests of the Issuers or any direct or indirect parent company of the Issuers to the extent described in Section 4.05(b)(4); (25) customer deposits and advance payments received in the ordinary course of business from customers for goods purchased in the ordinary course of business; (26) Indebtedness owed on a short-term basis of no longer than 30 days to banks and other financial institutions incurred in the ordinary course of business of the Issuers and their Restricted Subsidiaries with such banks or financial institutions that arises in connection with ordinary banking arrangements to manage cash balances of the Issuers and their Restricted Subsidiaries; (27) Indebtedness incurred by a Restricted Subsidiary in connection with bankers’ acceptances, discounted bills of exchange or the discounting or factoring of receivables for credit management purposes, in each case incurred or undertaken in the ordinary course of business on arm’s length commercial terms on a recourse basis; and (28) all premium (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in paragraphs (1) through (27) of Section 4.07(b) hereof. For purposes of determining compliance with this Section 4.07, in the event that an item of proposed Indebtedness meets the criteria of more than one of the categories of Permitted Debt described in clauses (1) through (28) of Section 4.07(b) hereof, or is entitled to be incurred pursuant to Section 4.07(a) hereof, VHS Holdco II shall be permitted to classify and later reclassify such item of Indebtedness in any manner that complies with this covenant, and such item of Indebtedness shall be treated as having been incurred pursuant to only one of such categories. Accrual of interest, the accretion of accreted value and the payment of interest in the form of additional Indebtedness shall not be deemed to be an incurrence of Indebtedness for purposes of this Section 4.07. Indebtedness under the Credit Agreement outstanding on January 29, 2010 shall be deemed to have been incurred on such date in reliance on the exception provided by clause (1) of the definition of “Permitted Indebtedness” Debt. The maximum amount of Indebtedness that VHS Holdco II and the letters of credit relate its Restricted Subsidiaries may incur pursuant to other Indebtedness, then such other Indebtedness this Section 4.07 shall not be included. (c) Indebtedness or Preferred Stock of a Person existing at the time such Person becomes a Restricted Subsidiary (whether by merger, consolidation, acquisition of Capital Stock or otherwise) or is merged with or into the Company or any Restricted Subsidiary or which is secured by a Lien on an asset acquired by the Company or a Restricted Subsidiary (whether or not such Indebtedness is assumed by the acquiring Person) shall be deemed incurred at the time the Person becomes a Restricted Subsidiary or at the time of the asset acquisition, as the case may be. (d) The Company will not, and will not permit any Subsidiary Guarantor to, incur any Indebtedness which by its terms (or by the terms of any agreement governing such Indebtedness) is subordinated in right of payment to any Indebtedness of the Company or such Subsidiary Guarantor, as the case may be, other than the Notes and the Subsidiary Guarantees, unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) made expressly subordinate in right of payment to the Notes or the Subsidiary Guarantee of such Subsidiary Guarantor, as the case may be, pursuant to subordination provisions that are at least as favorable to the holders of the Notes or such Subsidiary Guarantee as the subordination provisions of such Indebtedness (or agreement). (e) For purposes of this Supplemental Indenture, no Indebtedness will be deemed to be subordinate or junior exceeded, with respect to any outstanding Indebtedness, solely as a result of fluctuations in right the exchange rate of payment to other Indebtedness solely by virtue of not being the benefit of a Lien on assets, or guarantee of a Person, that benefits the other Indebtedness or having the benefit of such a Lien or guarantee ranking subordinate or junior to a Lien or guarantee benefiting the other Indebtednesscurrencies.

Limitation on Incurrence of Additional Indebtedness and Issuance of Preferred Stock. (a) Other than Permitted Indebtedness, the The Company will not, and will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee, acquire, become liable, contingently or otherwise, with respect to, or otherwise become responsible for payment of (collectively, “incur”) incur any Indebtedness (including, without limitation, Acquired Indebtedness) other than Permitted Indebtedness and the Company will not permit any of its Restricted Subsidiaries to issue any Preferred StockStock other than Permitted Indebtedness; provided, however, that if no Default or Event of Default shall have occurred and be continuing at the time of or as a consequence of the incurrence of any such Indebtedness or issuance of Preferred StockIndebtedness, then the Company and the Restricted Subsidiaries or any of them Restricted Subsidiary may incur Indebtedness and any of the Restricted Subsidiary Subsidiaries may issue Preferred StockStock if, in each case, if on the date of the incurrence of such Indebtedness or issuance of such Preferred Stock, after giving effect to the incurrence or issuance thereof, the Consolidated Fixed Charge Coverage Ratio of the Company is equal to or greater than 2.0 to 1.0; provided, further, that Restricted Subsidiaries (other than the Issuer) that are not Guarantors may not incur Indebtedness or issue Preferred Stock pursuant to the foregoing proviso if, after giving pro forma effect to the such incurrence thereof and the receipt or issuance and application of proceeds thereof, the proceeds therefromaggregate amount of outstanding Indebtedness and Preferred Stock of Restricted Subsidiaries (other than the Issuer) that are not Guarantors incurred subsequent to the Issue Date pursuant to this Section 4.04, clause (2) and clause (13) of the definition of “Permitted Indebtedness” exceeds the greater of (x) $800.0 million and (y) 100.0% of the Company’s Consolidated EBITDAX Coverage Ratio would have been greater than 2.25 to 1.0. (b) EBITDA. For purposes of determining any particular amount compliance with this Section 4.04, in the event that an item of Indebtedness or Preferred Stock meets the criteria of more than one of the categories of Permitted Indebtedness described in the definition of “Permitted Indebtedness,” or is entitled to be incurred or issued, as the case may be, pursuant to the first paragraph of this Section 4.04, the Company, in its sole discretion, will be permitted to divide or classify such item of Indebtedness or Preferred Stock on the date of its incurrence or issuance, as the case may be, in any manner that complies with this Section 4.04, or later divide, classify or reclassify (based on circumstances existing at the time of such division, classification or reclassification) all or a portion of such item of Indebtedness or Preferred Stock in any manner that complies with this Section 4.04 and such item of Indebtedness or Preferred Stock (or portion thereof, as applicable) will be treated as having been incurred or issued, as the case may be, pursuant to only such clause or clauses or the first paragraph of this Section 4.04. Additionally, Indebtedness permitted by this Section 4.04 need not be permitted solely by reference to one provision permitting such Indebtedness but may be permitted in part by one such provision and in part by one or more other provisions of this Section 4.04 permitting such Indebtedness. Indebtedness under the term loan portion of the Credit Agreement outstanding on the date on which the Securities are first issued and authenticated under this covenant, (i) guarantees of, or obligations Indenture will initially be deemed to have been incurred on the Issue Date in respect of letters of credit relating to, Indebtedness otherwise included in reliance on the determination of such amount shall not also be included and (ii) if obligations in respect of letters of credit are incurred pursuant to a Credit Facility and are being treated as incurred pursuant to exception provided by clause (12) of the definition of “Permitted Indebtedness” and may later be reclassified. In addition, in the letters event an item of credit relate to other Indebtedness, then such other Indebtedness shall not be included. (c) Indebtedness or Preferred Stock of a Person existing at the time such Person becomes a Restricted Subsidiary (whether by merger, consolidation, acquisition of Capital Stock or otherwise) or is merged with or into the Company or any Restricted Subsidiary portion thereof) is incurred or which issued pursuant to clauses (1) to (24) of the definition of “Permitted Indebtedness” on the same date that an item of Indebtedness or Preferred Stock (or any portion thereof) is secured by a Lien on an asset acquired by incurred or issued under the Company first paragraph of this Section 4.04, then the Fixed Charge Coverage Ratio will be calculated with respect to such incurrence or a Restricted Subsidiary issuance under the first paragraph of this covenant without regard to any Indebtedness or Preferred Stock (whether or not such any portion thereof) incurred or issued pursuant to the definition of “Permitted Indebtedness.” Unless the Issuer elects otherwise, the incurrence or issuance of Indebtedness is assumed by the acquiring Person) shall or Preferred Stock will be deemed incurred at or issued first under the time first paragraph of this Section 4.04 to the Person becomes a Restricted Subsidiary extent permitted, with the balance incurred or at the time issued under one of the asset acquisition, as categories of Permitted Indebtedness described in the case may bedefinition of “Permitted Indebtedness. (d) ” The Company Issuer will not, and will not permit any Subsidiary Guarantor to, directly or indirectly, incur any Indebtedness which by its terms (or by the terms of any agreement governing such including Acquired Indebtedness) that is subordinated or junior in right of payment to any Indebtedness of the Company Issuer or such Subsidiary Guarantor, as the case may be, other than the Notes and the Subsidiary Guarantees, unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) made expressly subordinate subordinated in right of payment to the Notes Securities or such Guarantor’s Guarantee, as the Subsidiary Guarantee case may be, to the extent and in the same manner as such Indebtedness is subordinated to other Indebtedness of the Issuer or such Subsidiary Guarantor, as the case may be. For the avoidance of doubt, pursuant to subordination provisions that are at least as favorable to under the holders of the Notes or such Subsidiary Guarantee as the subordination provisions of such Indebtedness (or agreement). (e) For purposes terms of this Supplemental Indenture, no Indenture (1) unsecured Indebtedness will not be deemed to be subordinate treated as subordinated or junior in right of payment to other Secured Indebtedness solely by virtue of merely because such Indebtedness is unsecured or (2) Senior Indebtedness will not being the benefit of a Lien on assets, or guarantee of a Person, that benefits the other Indebtedness or having the benefit of such a Lien or guarantee ranking subordinate be treated as subordinated or junior in right of payment to a Lien or guarantee benefiting any other Senior Indebtedness merely because it has junior priority with respect to the other Indebtednesssame collateral.

Limitation on Incurrence of Additional Indebtedness and Issuance of Preferred Stock. (a) Other than Permitted Indebtedness, the The Company will shall not, and will shall not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee, acquire, guarantee or otherwise become directly or indirectly liable, contingently or otherwise, with respect to, or otherwise become responsible for payment of to (individually and collectively, “incur”"INCUR") after the date of this Indenture any Indebtedness (includingincluding Acquired Debt), without limitation, Acquired Indebtedness) and the Company will not permit any of its Restricted Subsidiaries to issue any shares of Preferred Stock; provided, however, PROVIDED that the Company and its Subsidiaries may incur Indebtedness (including Acquired Debt) or issue Preferred Stock if (a) no Default or Event of Default shall have occurred and be continuing at the time of of, or as would occur after giving effect on a consequence of the pro forma basis to, such incurrence of any such Indebtedness or issuance of Preferred StockStock and (b) the Fixed Charge Coverage Ratio for the Reference Period immediately preceding the date on which such additional Indebtedness is incurred or such Preferred Stock is issued would have been at least 2.0 to 1 for incurrences on or prior to June 30, then 1999, 2.25 to 1 for incurrences after June 30, 1999 and on or prior to June 30, 2000 and 2.5 to 1 thereafter, in each case determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been incurred or the Preferred Stock issued at the beginning of such Reference Period. Indebtedness consisting of reimbursement obligations in respect of a letter of credit will be deemed to be incurred when the letter of credit is first issued. The foregoing paragraph will not prevent: (i) the incurrence under this clause (i) by the Company or any of its Subsidiaries (other than the Foreign Companies) of (a) Maximum Senior Revolving Debt, less the aggregate amount of all Net Proceeds of Asset Sales applied to permanently reduce the commitments with respect to such Indebtedness pursuant to Section 4.14 hereof after the Issue Date and (b) Maximum Senior Term Debt less the aggregate amount of all principal payments made with respect to such Senior Maximum Term Debt; (ii) the incurrence by the Foreign Companies of Senior Revolving Debt pursuant to the U.K. Credit Agreements in an aggregate principal amount at any time outstanding (with letters of credit being deemed to have a principal amount equal to the maximum potential reimbursement obligation of the Foreign Companies with respect thereto and including any Permitted Refinancing Indebtedness incurred under this clause (ii) to extend, renew, refinance, defense, or refund any such Indebtedness) not to exceed an amount equal to L75.0 million (or the equivalent amount thereof, at the time of incurrence, in other foreign currencies), less the aggregate amount of all Net Proceeds of Assets Sales applied to permanently reduce the commitments with respect to such Indebtedness pursuant to Section 4.14 hereof after the Issue Date; (iii) the incurrence by the Company and the Restricted Subsidiaries Guarantors of Indebtedness represented by the Securities (including the over-allotment option to purchase up to an additional $25,000,000 principal amount of the Securities); (iv) the incurrence by the Company or any of them may incur its Subsidiaries of Permitted Refinancing Indebtedness in exchange for, or the net proceeds of which are used to extend, refinance, renew, replace, defease or refund, Indebtedness that was permitted by this Indenture to be incurred (including, without limitation, Existing Indebtedness); (v) the incurrence by the Company or any of its Subsidiaries of intercompany Indebtedness between or among the Company and/or any Subsidiaries; PROVIDED that in the case of such Indebtedness of the Company or the Guarantors, such obligations shall be unsecured and subordinated in all respects to the Company's and the Guarantors' obligations pursuant to the Securities and the Guarantees and a new incurrence shall be deemed to occur for purposes of this covenant upon any Restricted such Subsidiary may issue Preferred Stockceasing to be a Subsidiary such that such Indebtedness is no longer intercompany Indebtedness between or among the Company and/or any Subsidiaries; (vi) the incurrence by the Company or any of its Subsidiaries of Hedging Obligations that are incurred for the purpose of fixing or hedging interest rate or currency risk with respect to any fixed or floating rate Indebtedness that is permitted by this Indenture to be outstanding or any receivable or liability the payment of which is determined by reference to a foreign currency; PROVIDED that the notional principal amount of any such Hedging Obligation does not exceed the principal amount of the Indebtedness or the amount of such receivable or liability to which such Hedging Obligation relates; (vii) the incurrence by the Company or any of its Subsidiaries of Indebtedness represented by performance bonds, warranty or contractual service obligations, standby letters of credit or appeal bonds, in each case, if on case to the date extent incurred in the ordinary course of business of the incurrence of Company or such Indebtedness or issuance of Preferred StockSubsidiary in accordance with customary industry practices, after giving pro forma effect to in amounts and for the purposes customary in the Company's industry; and (viii) the incurrence thereof and by the receipt and application Company or any of the proceeds therefromGuarantors or the Foreign Companies of Indebtedness (in addition to Indebtedness permitted by any other clause of this paragraph) in an aggregate principal amount at any time outstanding (including any Indebtedness issued to extend, refinance, replace, defease or refund such Indebtedness) not to exceed $75.0 million (or the Company’s Consolidated EBITDAX Coverage Ratio would have been greater than 2.25 to 1.0. (b) equivalent amount thereof, at the time of incurrence, in other foreign currencies). For purposes of determining any particular amount of Indebtedness under this covenantcovenant and so as to avoid duplication, (i) guarantees ofguarantees, Liens or obligations in with respect of to letters of credit relating to, supporting Indebtedness otherwise included in the determination of such particular amount shall not also be included included. For purposes of determining compliance with this covenant, (i) in the event that an item of Indebtedness meets the criteria of more than one of the types of Indebtedness permitted by the second paragraph of this covenant, except as specifically stated otherwise and only at the time of such incurrence the Company, such Guarantor or such Subsidiary shall classify such item of Indebtedness, and only be required to include the amount and type of such Indebtedness as being incurred in one of the categories of permitted Indebtedness described above and (ii) if obligations in respect the outstanding principal amount on any date of letters of credit are incurred pursuant to a Credit Facility and are being treated as incurred pursuant to clause (1) of the definition of “Permitted Indebtedness” and the letters of credit relate to other Indebtedness, then such other Indebtedness shall not be included. (c) Indebtedness or Preferred Stock of a Person existing at the time such Person becomes a Restricted Subsidiary (whether by merger, consolidation, acquisition of Capital Stock or otherwise) or is merged with or into the Company or any Restricted Subsidiary or which is secured by a Lien on an asset acquired by the Company or a Restricted Subsidiary (whether or not such Indebtedness is assumed by the acquiring Person) shall be deemed incurred at the time the Person becomes a Restricted Subsidiary or at the time of the asset acquisition, as the case may be. (d) The Company will not, and will not permit any Subsidiary Guarantor to, incur any Indebtedness which by its terms (or by issued with original issue discount is the terms of any agreement governing such Indebtedness) is subordinated in right of payment to any Indebtedness of the Company or such Subsidiary Guarantor, as the case may be, other than the Notes and the Subsidiary Guarantees, unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) made expressly subordinate in right of payment to the Notes or the Subsidiary Guarantee of such Subsidiary Guarantor, as the case may be, pursuant to subordination provisions that are at least as favorable to the holders of the Notes or such Subsidiary Guarantee as the subordination provisions face amount of such Indebtedness (or agreement). (e) For purposes less the remaining unamortized portion of this Supplemental Indenture, no Indebtedness will be deemed to be subordinate or junior in right of payment to other Indebtedness solely by virtue of not being the benefit of a Lien on assets, or guarantee of a Person, that benefits the other Indebtedness or having the benefit original issue discount of such a Lien or guarantee ranking subordinate or junior to a Lien or guarantee benefiting the other IndebtednessIndebtedness on such date.

Limitation on Incurrence of Additional Indebtedness and Issuance of Preferred Stock. (a) Other than Permitted Indebtedness, the The Company will not, and will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee, acquire, guarantee or otherwise become directly or indirectly liable, contingently or otherwise, with respect to, or otherwise become responsible for payment of to (collectively, “"incur”") any Indebtedness (including, without limitation, including Acquired IndebtednessDebt) and the Company will not issue any Disqualified Stock and will not permit any of its Restricted Subsidiaries to issue any Preferred Stockshares of preferred stock; provided, however, provided that if no Default or Event of Default shall have occurred and be continuing at the time of or as a consequence of the incurrence of any such Indebtedness or issuance of Preferred Stock, then the Company and the Restricted Subsidiaries or any of them Guarantor may incur Indebtedness and (including Acquired Debt) or issue Disqualified Stock or preferred stock (or other Capital Stock having preferential rights similar to preferred stock) if the Fixed Charge Coverage Ratio for the Company's most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional Indebtedness is incurred or such Disqualified Stock or preferred stock (or other Capital Stock having preferential rights similar to preferred stock) is issued would have been at least 2.0 to 1, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if such additional Indebtedness had been incurred, or such Disqualified Stock or preferred stock (or other Capital Stock having preferential rights similar to preferred stock) had been issued, as the case may be, at the beginning of such four-quarter period. Notwithstanding the foregoing, the provisions set forth in the immediately preceding paragraph will not prohibit the Company or any Restricted Subsidiary may issue Preferred Stockto incur Permitted Indebtedness. For purposes of determining compliance with this Section 4.04, in each casethe event that an item of proposed Indebtedness meets the criteria of more than one of the categories of Permitted Indebtedness, if or is entitled to be incurred pursuant to the first paragraph of this Section 4.04, the Company will, in its sole discretion, be permitted to classify such item of Indebtedness on the date of its incurrence in any manner that complies with this Section 4.04. Indebtedness under Credit Facilities outstanding on the incurrence of such Indebtedness or issuance of Preferred Stock, after giving pro forma effect Issue Date shall be deemed to the incurrence thereof and the receipt and application of the proceeds therefrom, the Company’s Consolidated EBITDAX Coverage Ratio would have been greater than 2.25 to 1.0. (b) For purposes of determining any particular amount of Indebtedness under this covenant, (i) guarantees of, or obligations incurred on such date in respect of letters of credit relating to, Indebtedness otherwise included in reliance on the determination of such amount shall not also be included and (ii) if obligations in respect of letters of credit are incurred pursuant to a Credit Facility and are being treated as incurred pursuant to exception provided by clause (1) of the definition of “"Permitted Indebtedness” and " in Section 1.01. Subject to the letters other terms of credit relate this Indenture, any Indebtedness incurred in accordance with this covenant may be incurred under the Credit Facilities. For purposes of this Section 4.04, "Acquired Debt" shall be deemed to other Indebtedness, then such other Indebtedness shall not be included. (c) Indebtedness or Preferred Stock of a Person existing at the time such Person becomes a Restricted Subsidiary (whether by merger, consolidation, acquisition of Capital Stock or otherwise) or is merged with or into the Company or any Restricted Subsidiary or which is secured by a Lien on an asset acquired have been incurred by the Company or a one of its Restricted Subsidiary (whether or not such Indebtedness is assumed by the acquiring Person) shall be deemed incurred at the time the Person becomes a Restricted Subsidiary or at the time of the asset acquisition, as the case may be. (d) The Company will not, and will not permit any Subsidiary Guarantor to, incur any Indebtedness which by its terms (or by the terms of any agreement governing such Indebtedness) is subordinated in right of payment to any Indebtedness of the Company or such Subsidiary GuarantorSubsidiaries, as the case may be, other than at the Notes and the time an acquired Person becomes a Restricted Subsidiary Guarantees, unless such Indebtedness is also by its terms (or by is merged into the terms Company or any of any agreement governing such Indebtednessits Restricted Subsidiaries) made expressly subordinate in right or at the time of payment to the Notes or the Subsidiary Guarantee acquisition of such Subsidiary Guarantorassets, as the case may be; and, pursuant to subordination provisions avoid duplication, guarantees, Liens, letters of credit or other obligations supporting Indebtedness otherwise included in the determination of any particular amount of Indebtedness under this Section 4.04 shall not be included. For purposes of determining compliance with any U.S. dollar-denominated restriction on the incurrence of Indebtedness, the U.S. dollar-equivalent principal amount of Indebtedness denominated in a foreign currency shall be calculated based on the relevant currency exchange rate in effect on the date such Indebtedness was incurred, in the case of term Indebtedness, or first committed, in the case of revolving credit Indebtedness; provided that are if such Indebtedness is incurred to refinance other Indebtedness denominated in a foreign currency, and such refinancing would cause the applicable U.S. dollar-denominated restriction to be exceeded if calculated at least as favorable the relevant currency exchange rate in effect on the date of such refinancing, such U.S. dollar-denominated restriction shall be deemed not to the holders of the Notes or such Subsidiary Guarantee have been exceeded so long as the subordination provisions principal amount of such refinancing Indebtedness does not exceed the principal amount of such Indebtedness (or agreement). (e) For purposes being refinanced. The principal amount of this Supplemental Indentureany Indebtedness incurred to refinance other Indebtedness, no if incurred in a different currency from the Indebtedness will being refinanced, shall be deemed calculated based on the currency exchange rate between the currency in which such Permitted Refinancing Indebtedness is denominated and the currency applicable to be subordinate or junior the Indebtedness being refinanced that is in right of payment to other Indebtedness solely by virtue of not being effect on the benefit of a Lien on assets, or guarantee of a Person, that benefits the other Indebtedness or having the benefit date of such a Lien or guarantee ranking subordinate or junior to a Lien or guarantee benefiting the other Indebtednessrefinancing.

Limitation on Incurrence of Additional Indebtedness and Issuance of Preferred Stock. (a) Other than Permitted Indebtedness, the The Company will not, and will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee, acquire, become liable, contingently or otherwise, with respect to, or otherwise become responsible for payment of (collectively, “incur”,” which term shall be deemed to include the entry into a committed revolving credit facility or agreement to increase in the amount of the revolving commitments thereunder, in each case, in an aggregate principal amount equal to the aggregate amount of all revolving commitments thereunder at the time of such entry or increase, as the case may be, and for the avoidance of doubt not the extension or issuance of individual loans or letters of credit thereunder) any Indebtedness (includingother than Permitted Indebtedness), without limitation, Acquired Indebtedness) and the Company will not, and will not permit any of its Restricted Subsidiaries Subsidiaries, to issue any Preferred Stock; provided, however, that if no Default or Event of Default shall have occurred and be continuing at the time of or as a consequence of the incurrence of any such Indebtedness or issuance shares of Preferred Stock (including any Disqualified Stock, then the Company and the Restricted Subsidiaries or any of them may incur Indebtedness and any Restricted Subsidiary may issue Preferred Stock, in each case, if on the date of the incurrence of such Indebtedness or issuance of Preferred Stock, after giving pro forma effect to the incurrence thereof and the receipt and application of the proceeds therefrom, the Company’s Consolidated EBITDAX Coverage Ratio would have been greater than 2.25 to 1.0). (b) For purposes of determining any particular amount of Indebtedness under this covenant, (i) guarantees of, or obligations in respect of letters of credit relating to, Indebtedness otherwise included in the determination of such amount shall not also be included and (ii) if obligations in respect of letters of credit are incurred pursuant to a Credit Facility and are being treated as incurred pursuant to clause (1) of the definition of “Permitted Indebtedness” and the letters of credit relate to other Indebtedness, then such other Indebtedness shall not be included. (c) Indebtedness or Preferred Stock of a Person existing at the time such Person becomes a Restricted Subsidiary (whether by merger, consolidation, acquisition of Capital Stock or otherwise) or is merged with or into the Company or any Restricted Subsidiary or which is secured by a Lien on an asset acquired by the Company or a Restricted Subsidiary (whether or not such Indebtedness is assumed by the acquiring Person) shall be deemed incurred at the time the Person becomes a Restricted Subsidiary or at the time of the asset acquisition, as the case may be. (d) The Company will not, and will not permit any Subsidiary Guarantor of its Subsidiaries to, directly or indirectly, incur any Indebtedness which by its terms (or by the terms of any agreement governing such Indebtedness) is subordinated in right of payment to any other Indebtedness of the Company or such Subsidiary Guarantor, as the case may be, other than the Notes and the Subsidiary Guarantees, unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) made expressly subordinate in right of payment to the Obligations of the Company or such Subsidiary under (i) in the case of the Company, the Notes and the other Indenture Documents or (ii) in the Subsidiary Guarantee case of such Subsidiary GuarantorSubsidiary, its Guarantee and the other Indenture Documents, in each case, to the same extent and in the same manner as the case may be, such Indebtedness is subordinated pursuant to subordination provisions that are at least as most favorable to the holders of any other Indebtedness of the Notes Company or such Subsidiary Guarantee Subsidiary. The amount of any Indebtedness outstanding as the subordination provisions of such Indebtedness (or agreement).any date will be: (e1) For purposes the accreted value of this Supplemental Indenturethe Indebtedness, no in the case of any Indebtedness will be deemed to be subordinate or junior issued with original issue discount; (2) the principal amount of the Indebtedness, in right the case of payment to any other Indebtedness; and (3) in respect of Indebtedness solely of another Person secured by virtue of not being the benefit of a Lien on assetsthe assets of the specified Person without recourse to such Person or any of its assets (other than to the assets that are the subject of such Lien), or guarantee the lesser of: (A) the Fair Market Value of a Person, such assets that benefits are the subject of such Lien at the date of determination; and (B) the amount of the Indebtedness of the other Indebtedness or having the benefit of such a Lien or guarantee ranking subordinate or junior to a Lien or guarantee benefiting the other IndebtednessPerson.

Limitation on Incurrence of Additional Indebtedness and Issuance of Preferred Stock. (a) Other than Permitted Indebtedness, the Company will CNH Global shall not, and will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee, acquire, become liable, contingently or otherwise, with respect to, or otherwise become responsible for payment of (collectively, “incur”) any Indebtedness (including, without limitation, including Acquired Indebtedness) and the Company will CNH Global shall not permit any of its Restricted Subsidiaries to issue any Preferred Stock; provided, however, that if no Default or Event of Default shall have occurred and be continuing at the time of or as a consequence of the incurrence of any such Indebtedness or issuance of Preferred Stock, then the Company and the Restricted Subsidiaries or any of them CNH Global may incur Indebtedness (including, without limitation, Acquired Indebtedness) and Case New Holland and any Restricted Equipment Subsidiary Guarantor may incur Indebtedness (including, without limitation, Acquired Indebtedness) or issue Preferred Stock, in each case, Stock if on the date of the incurrence of such Indebtedness or the issuance of such Preferred Stock, after giving pro forma effect to the incurrence thereof or issuance thereof, the Consolidated Fixed Charge Coverage Ratio of CNH Global would be greater than 2.0 to 1.0. The first paragraph of this Section 4.10 shall not prohibit the incurrence of any of the following items of Indebtedness or the issuance of any of the following items of Preferred Stock, as applicable (collectively, “Permitted Indebtedness”): (1) Indebtedness under the Notes issued in the Offering in an aggregate principal amount not to exceed $500 million and any Guarantees thereof; (2) Indebtedness of CNH Global and its Equipment Subsidiaries incurred pursuant to one or more Credit Facilities; provided, however, that the aggregate principal amount of Net Indebtedness at any time outstanding shall not exceed $2.0 billion, less the amount of any such Indebtedness permanently retired with the Net Cash Proceeds from any Asset Sale applied from and after the Issue Date to reduce the amounts outstanding thereunder pursuant to Section 4.12 hereof; (3) Indebtedness of or the issuance of Preferred Stock (including, without limitation, Acquired Indebtedness and any Indebtedness or Preferred Stock issued to CNH Global or any Equipment Subsidiaries) by any Financial Services Subsidiary of CNH Global; provided that on the date of the incurrence of such Indebtedness or the issuance of such Preferred Stock, after giving effect to the incurrence or issuance thereof, the Financial Subsidiary Leverage Ratio of the Financial Services Subsidiaries would be less than 5.5 to 1.0; (4) other Indebtedness of CNH Global and its Equipment Subsidiaries outstanding on the Issue Date (including, but not limited to, the Fiat Promissory Notes and the receipt Intesa BCI Indebtedness) reduced by the amount of any scheduled amortization payments or mandatory prepayments when actually paid or permanent reductions thereon; (5) Hedging Obligations of CNH Global or any Restricted Subsidiary, as the case may be, that are incurred in the ordinary course of business; provided, however, that such Hedging Obligations are entered into, in the good faith judgment of CNH Global, to protect CNH Global and application of the proceeds therefromits Restricted Subsidiaries from (a) fluctuations in interest rates on Indebtedness incurred in accordance with this Indenture, the Company’s Consolidated EBITDAX Coverage Ratio would have been greater than 2.25 to 1.0. (b) For purposes of determining any particular amount of Indebtedness under this covenantfluctuations in foreign currency rates, (ic) guarantees of, commodity price risk with respect to commodities purchased by CNH Global or obligations in respect of letters of credit relating to, Indebtedness otherwise included in the determination of such amount shall not also be included and any Restricted Subsidiary or (iid) if obligations in respect of letters of credit are incurred pursuant to a Credit Facility and are being treated as incurred pursuant to clause (1) any combination of the definition of “Permitted Indebtedness” and the letters of credit relate to other Indebtednessforegoing, then such other Indebtedness shall and, in each case, not be included.for speculative purposes; (c6) Indebtedness or Preferred Stock of an Equipment Subsidiary to CNH Global or another Equipment Subsidiary for so long as such Indebtedness or Preferred Stock is held by CNH Global or an Equipment Subsidiary; provided that (A) any Indebtedness of Case New Holland to CNH Global or any other Equipment Subsidiary is unsecured and subordinated, pursuant to a written agreement, to Case New Holland’s obligations under this Indenture and the Notes and (B) if as of any date any Person existing at the time other than CNH Global or an Equipment Subsidiary owns or holds any such Person becomes a Restricted Subsidiary (whether by merger, consolidation, acquisition of Capital Indebtedness or Preferred Stock or otherwise) or is merged with or into the Company or any Restricted Subsidiary or which is secured by holds a Lien on an asset acquired by the Company or a Restricted Subsidiary (whether or not in respect of such Indebtedness is assumed (other than any Lien permitted by the acquiring Personclause (B) of paragraph (a) of Section 4.14 hereof), such date shall be deemed incurred at the time incurrence of Indebtedness or the Person becomes a Restricted Subsidiary or at the time issuance of the asset acquisitionPreferred Stock, as the case may be., not constituting Permitted Indebtedness by the issuer of such Indebtedness or Preferred Stock; (d7) The Company will Indebtedness of a Financial Services Subsidiary to another Financial Services Subsidiary for so long as such Indebtedness is held by a Financial Services Subsidiary; provided that if as of any date any Person other than a Financial Services Subsidiary owns or holds any such Indebtedness or holds a Lien in respect of such Indebtedness (other than any Lien permitted by clause (B) of paragraph (a) of Section 4.14 hereof), such date shall be deemed the incurrence of Indebtedness not constituting Permitted Indebtedness by the issuer of such Indebtedness; (8) Indebtedness of CNH Global to a Restricted Subsidiary for so long as such Indebtedness is held by a Restricted Subsidiary; provided that (A) any Indebtedness of CNH Global to any Restricted Subsidiary is unsecured and subordinated, pursuant to a written agreement, to CNH Global’s obligations under this Indenture and the Guarantee of CNH Global and (B) if as of any date any Person other than a Restricted Subsidiary owns or holds any such Indebtedness or any Person holds a Lien in respect of such Indebtedness (other than any Lien permitted by clause (B) of paragraph (a) of Section 4.14 hereof), such date shall be deemed the incurrence of Indebtedness not constituting Permitted Indebtedness by CNH Global; (9) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft (including, without limitation, any overdraft (including any daylight overdraft)) or similar instrument inadvertently (except in the case of daylight overdrafts) drawn against insufficient funds in the ordinary course of business; provided, however, that such Indebtedness is extinguished within fifteen Business Days after receipt of notice from such bank or other financial institution; (10) Indebtedness of CNH Global or any of its Restricted Subsidiaries in respect of performance bonds, bankers’ acceptances, workers’ compensation claims, surety or appeal bonds, payment obligations in connection with self-insurance or similar obligations in the ordinary course of business; (11) Indebtedness represented by Purchase Money Indebtedness and Capitalized Lease Obligations not to exceed 2.5% of Consolidated Net Tangible Assets of CNH Global and its Equipment Subsidiaries; (12) Refinancing Indebtedness; (13) Non-Recourse Accounts Receivable Subsidiary Indebtedness and Indebtedness under ARS Promissory Notes, in each case incurred by any Accounts Receivable Subsidiary in a Qualified Receivables Transaction; (14) the Attributable Indebtedness of any Excluded Sale and Leaseback Transaction; and (15) additional Indebtedness of CNH Global and its Restricted Subsidiaries in an aggregate principal amount not to exceed $150.0 million at any one time outstanding. For purposes of determining compliance with this Section 4.10: (1) in the event that an item of Indebtedness or Preferred Stock meets the criteria of more than one of the categories of Indebtedness or Preferred Stock described in clauses (1) through (15) of the second paragraph of this covenant, or is entitled to be incurred pursuant to the first paragraph of this covenant, CNH Global may, in its sole discretion, classify such item of Indebtedness or Preferred Stock on the date of its incurrence or, subject to clause (2) below, later reclassify all or a portion of such item of Indebtedness in any manner that complies with this covenant; (a) Indebtedness of CNH Global or any Equipment Subsidiary under any Existing Credit Facility outstanding on the Issue Date shall be deemed to have been incurred pursuant to clause (2) of the second paragraph of this covenant and CNH Global shall not be permitted to reclassify any portion of such Indebtedness thereafter, (b) Indebtedness of any Financial Services Subsidiary to CNH Global or any Equipment Subsidiary shall be deemed to have been incurred pursuant to clause (3) of the second paragraph of this covenant and (c) Non-Recourse Accounts Receivable Subsidiary Indebtedness outstanding on the Issue Date shall be deemed to have been incurred pursuant to clause (13) of the second paragraph of this covenant; (3) accrual of interest, accretion or amortization of original issue discount, the payment of interest on any Indebtedness in the form of additional Indebtedness with the same terms and the payment of dividends on Disqualified Capital Stock or Preferred Stock in the form of additional shares of the same class of Disqualified Capital Stock or Preferred Stock shall not be deemed to be an incurrence of Indebtedness or an issuance of Preferred Stock for purposes of this covenant; (4) the maximum amount of Indebtedness that CNH Global or any Restricted Subsidiary may incur pursuant to this covenant shall not be deemed to be exceeded, with respect to any outstanding Indebtedness, due solely to the result of fluctuations in the exchange rates of currencies; and (5) the U.S. dollar-equivalent principal amount of any Indebtedness or Preferred Stock denominated in a foreign currency shall be calculated based on the relevant currency exchange rate in effect on the date the Indebtedness was incurred, or first committed, in the case of revolving credit Indebtedness, or the Preferred Stock was issued, as applicable; provided that if any Indebtedness is incurred to Refinance Indebtedness 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 the Indebtedness incurred to Refinance such outstanding Indebtedness does not exceed the principal amount of such Indebtedness being Refinanced. Additionally, CNH Global shall not, and will not permit any Subsidiary other Guarantor to, directly or indirectly, incur any Indebtedness which that purports to be by its terms (or by the terms of any agreement governing such Indebtedness) is subordinated in right of payment to any other Indebtedness of the Company CNH Global or of such Subsidiary Guarantor, as the case may be, other than the Notes and the Subsidiary Guarantees, unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) made expressly subordinate in right of payment to the Notes or the Subsidiary any Guarantee of such Subsidiary Guarantor to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of CNH Global or such Guarantor, as the case may be, pursuant to subordination provisions that are at least as favorable to the holders of the Notes or such Subsidiary Guarantee as the subordination provisions of such Indebtedness (or agreement). (e) For purposes of this Supplemental Indenture, no Indebtedness will be deemed to be subordinate or junior in right of payment to other Indebtedness solely by virtue of not being the benefit of a Lien on assets, or guarantee of a Person, that benefits the other Indebtedness or having the benefit of such a Lien or guarantee ranking subordinate or junior to a Lien or guarantee benefiting the other Indebtedness.

Limitation on Incurrence of Additional Indebtedness and Issuance of Preferred Stock. (a) Other than Permitted Indebtedness, the The Company will not, and will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee, acquire, become liable, contingently or otherwise, with respect to, or otherwise become responsible for payment of (collectively, “incur”) incur any Indebtedness (including, without limitation, Acquired Indebtedness) other than Permitted Indebtedness and the Company will not permit any of its Restricted Subsidiaries to issue any Preferred StockStock other than Permitted Indebtedness; provided, however, that if no Default or Event of Default shall have occurred and be continuing at the time of or as a consequence of the incurrence of any such Indebtedness or issuance of Preferred StockIndebtedness, then the Company and the Restricted Subsidiaries or any of them Restricted Subsidiary may incur Indebtedness and any of the Restricted Subsidiary Subsidiaries may issue Preferred StockStock if, in each case, if on the date of the incurrence of such Indebtedness or issuance of such Preferred Stock, after giving effect to the incurrence or issuance thereof, the Consolidated Fixed Charge Coverage Ratio of the Company is equal to or greater than 2.0 to 1.0; provided, further, that Restricted Subsidiaries (other than the Issuer) that are not Guarantors may not incur Indebtedness or issue Preferred Stock pursuant to the foregoing proviso if, after giving pro forma effect to the such incurrence thereof and the receipt or issuance and application of proceeds thereof, the proceeds therefromaggregate amount of outstanding Indebtedness and Preferred Stock of Restricted Subsidiaries (other than the Issuer) that are not Guarantors incurred subsequent to the Issue Date pursuant to this Section 4.04, clause (2) and clause (13) of the definition of “Permitted Indebtedness” exceeds the greater of (x) $575.0 million and (y) 8.0% of the Company’s Consolidated EBITDAX Coverage Ratio would have been greater than 2.25 to 1.0. (b) Total Assets. For purposes of determining any particular amount compliance with this Section 4.04, in the event that an item of Indebtedness or Preferred Stock meets the criteria of more than one of the categories of Permitted Indebtedness described in the definition of “Permitted Indebtedness,” or is entitled to be incurred or issued, as the case may be, pursuant to the first paragraph of this Section 4.04, the Company, in its sole discretion, will be permitted to divide or classify such item of Indebtedness or Preferred Stock on the date of its incurrence or issuance, as the case may be, in any manner that complies with this Section 4.04, or later divide, classify or reclassify (based on circumstances existing at the time of such division, classification or reclassification) all or a portion of such item of Indebtedness or Preferred Stock in any manner that complies with this Section 4.04 and such item of Indebtedness or Preferred Stock (or portion thereof, as applicable) will be treated as having been incurred or issued, as the case may be, pursuant to only such clause or clauses or the first paragraph of this Section 4.04. Additionally, Indebtedness permitted by this Section 4.04 need not be permitted solely by reference to one provision permitting such Indebtedness but may be permitted in part by one such provision and in part by one or more other provisions of this Section 4.04 permitting such Indebtedness. Indebtedness under the term loan portion of the Credit Agreement outstanding on the date on which the Securities are first issued and authenticated under this covenant, (i) guarantees of, or obligations Indenture will initially be deemed to have been incurred on the Issue Date in respect of letters of credit relating to, Indebtedness otherwise included in reliance on the determination of such amount shall not also be included and (ii) if obligations in respect of letters of credit are incurred pursuant to a Credit Facility and are being treated as incurred pursuant to exception provided by clause (12) of the definition of “Permitted Indebtedness” and may later be reclassified. In addition, in the letters event an item of credit relate to other Indebtedness, then such other Indebtedness shall not be included. (c) Indebtedness or Preferred Stock of a Person existing at the time such Person becomes a Restricted Subsidiary (whether by merger, consolidation, acquisition of Capital Stock or otherwise) or is merged with or into the Company or any Restricted Subsidiary portion thereof) is incurred or which issued pursuant to clauses (1) to (24) of the definition of “Permitted Indebtedness” on the same date that an item of Indebtedness or Preferred Stock (or any portion thereof) is secured by a Lien on an asset acquired by incurred or issued under the Company first paragraph of this Section 4.04, then the Fixed Charge Coverage Ratio will be calculated with respect to such incurrence or a Restricted Subsidiary issuance under the first paragraph of this covenant without regard to any Indebtedness or Preferred Stock (whether or not such any portion thereof) incurred or issued pursuant to the definition of “Permitted Indebtedness.” Unless the Issuer elects otherwise, the incurrence or issuance of Indebtedness is assumed by the acquiring Person) shall or Preferred Stock will be deemed incurred at or issued first under the time first paragraph of this Section 4.04 to the Person becomes a Restricted Subsidiary extent permitted, with the balance incurred or at the time issued under one of the asset acquisition, as categories of Permitted Indebtedness described in the case may bedefinition of “Permitted Indebtedness. (d) ” The Company Issuer will not, and will not permit any Subsidiary Guarantor to, directly or indirectly, incur any Indebtedness which by its terms (or by the terms of any agreement governing such including Acquired Indebtedness) that is subordinated or junior in right of payment to any Indebtedness of the Company Issuer or such Subsidiary Guarantor, as the case may be, other than the Notes and the Subsidiary Guarantees, unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) made expressly subordinate subordinated in right of payment to the Notes Securities or such Guarantor’s Guarantee, as the Subsidiary Guarantee case may be, to the extent and in the same manner as such Indebtedness is subordinated to other Indebtedness of the Issuer or such Subsidiary Guarantor, as the case may be. For the avoidance of doubt, pursuant to subordination provisions that are at least as favorable to under the holders of the Notes or such Subsidiary Guarantee as the subordination provisions of such Indebtedness (or agreement). (e) For purposes terms of this Supplemental Indenture, no Indenture (1) unsecured Indebtedness will not be deemed to be subordinate treated as subordinated or junior in right of payment to other Secured Indebtedness solely by virtue of merely because such Indebtedness is unsecured or (2) Senior Indebtedness will not being the benefit of a Lien on assets, or guarantee of a Person, that benefits the other Indebtedness or having the benefit of such a Lien or guarantee ranking subordinate be treated as subordinated or junior in right of payment to a Lien or guarantee benefiting any other Senior Indebtedness merely because it has junior priority with respect to the other Indebtednesssame collateral.

Limitation on Incurrence of Additional Indebtedness and Issuance of Preferred Stock. (a) Other than Permitted Indebtedness, the The Company will shall not, and will shall not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee, acquire, become liable, contingently or otherwise, with respect to, or otherwise become responsible for payment of (collectively, “incur”) incur any Indebtedness (includingincluding Acquired Debt), without limitation, Acquired Indebtedness) and the Company will shall not permit any of its Restricted Subsidiaries to issue any Preferred Stockpreferred stock; provided, however, that the Company or any Subsidiary Guarantor may incur Indebtedness (including Acquired Debt) or issue Disqualified Stock and the Restricted Subsidiaries may issue preferred stock, if the Fixed Charge Coverage Ratio for the Company's most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional Indebtedness is incurred would have been at least 2.0 to 1, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been incurred at the beginning of such four-quarter period. So long as no Default or Event of Default shall have occurred and be continuing at or would be caused thereby, the time first paragraph of or as a consequence of this Section 4.09 will not prohibit the incurrence of any such of the following items of Indebtedness or issuance of Preferred Stock(collectively, then "Permitted Debt"): (1) the incurrence by the Company and the Restricted Subsidiaries or any of them may incur Indebtedness and any Restricted Subsidiary may issue Preferred Stock, in each case, if on the date of the incurrence of such Indebtedness or issuance of Preferred Stock, after giving pro forma effect to the incurrence thereof and the receipt and application of the proceeds therefrom, the Company’s Consolidated EBITDAX Coverage Ratio would have been greater than 2.25 to 1.0. (b) For purposes of determining any particular amount Guarantor of Indebtedness under this covenant, Credit Facilities in an aggregate principal amount at any one time outstanding (i) guarantees of, or obligations in respect of with letters of credit relating tobeing deemed to have a principal amount equal to the maximum amount that may be drawn thereunder, Indebtedness otherwise included in without regard to any reinstatement) not to exceed $200.0 million, less the determination aggregate amount of such amount shall not also be included and (ii) if obligations in respect all Net Proceeds of letters of credit are incurred pursuant to a Credit Facility and are being treated as incurred pursuant to clause (1) of the definition of “Permitted Indebtedness” and the letters of credit relate to other Indebtedness, then such other Indebtedness shall not be included. (c) Indebtedness or Preferred Stock of a Person existing at the time such Person becomes a Restricted Subsidiary (whether Asset Sales applied by merger, consolidation, acquisition of Capital Stock or otherwise) or is merged with or into the Company or any Restricted Subsidiary or which is secured by a Lien on an asset acquired by the Company or a Restricted Subsidiary (whether or not such Indebtedness is assumed by the acquiring Person) shall be deemed incurred at the time the Person becomes a Restricted Subsidiary or at the time of the asset acquisition, as the case may be. (d) The Company will not, and will not permit to permanently repay any Subsidiary Guarantor to, incur any Indebtedness which by its terms (or by the terms of any agreement governing such Indebtedness) is subordinated in right of payment to any Indebtedness of the Company or such Subsidiary Guarantor, as the case may be, other than the Notes and the Subsidiary Guarantees, unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) made expressly subordinate in right of payment to the Notes or the Subsidiary Guarantee of such Subsidiary Guarantor, as the case may be, pursuant to subordination provisions that are at least as favorable to the holders of the Notes or such Subsidiary Guarantee as the subordination provisions of such Indebtedness (or agreement). (eand, in the case of any revolving credit Indebtedness, to effect a corresponding commitment reduction thereunder) For purposes of this Supplemental Indenture, no Indebtedness will be deemed pursuant to be subordinate or junior in right of payment to other Indebtedness solely by virtue of not being the benefit of a Lien on assets, or guarantee of a Person, that benefits the other Indebtedness or having the benefit of such a Lien or guarantee ranking subordinate or junior to a Lien or guarantee benefiting the other Indebtedness.Section 4.11 hereof;

Limitation on Incurrence of Additional Indebtedness and Issuance of Preferred Stock. (a) Other than Permitted Indebtedness, the Company The Issuer will not, and will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee, acquire, become liable, contingently or otherwise, with respect to, or otherwise become responsible for payment of (collectively, “incur”) incur any Indebtedness (including, without limitation, Acquired Indebtedness) other than Permitted Indebtedness and the Company will not permit any of its Restricted Subsidiaries to issue any Preferred StockStock other than Permitted Indebtedness; provided, however, that if no Default or Event of Default shall have occurred and be continuing at the time of or as a consequence of the incurrence of any such Indebtedness or issuance of Preferred StockIndebtedness, then the Company and the Restricted Subsidiaries Issuer or any of them Restricted Subsidiary may incur Indebtedness and any of the Restricted Subsidiary Subsidiaries may issue Preferred StockStock if, in each case, if on the date of the incurrence of such Indebtedness or issuance of such Preferred Stock, after giving effect to the incurrence or issuance thereof, the Consolidated Fixed Charge Coverage Ratio of the Issuer is equal to or greater than 2.0 to 1.0; provided, further, that Restricted Subsidiaries that are not Subsidiary Guarantors may not incur Indebtedness or issue Preferred Stock pursuant to the foregoing proviso if, after giving pro forma effect to the such incurrence thereof and the receipt or issuance and application of the proceeds therefromthereof, the Companyaggregate amount of outstanding Indebtedness and Preferred Stock of Restricted Subsidiaries that are not Subsidiary Guarantors incurred pursuant to the foregoing proviso exceeds the greater of (x) $325.0 million and (y) 10.0% of the Issuer’s Consolidated EBITDAX Coverage Ratio would have been greater than 2.25 to 1.0Total Assets. (b) For purposes of determining compliance with this Section 4.04, in the event that an item of Indebtedness or Preferred Stock meets the criteria of more than one of the categories of Permitted Indebtedness described in the definition of Permitted Indebtedness, or is entitled to be incurred or issued, as the case may be, pursuant to Section 4.04(a), the Issuer, in its sole discretion, will be permitted to classify such item of Indebtedness or Preferred Stock on the date of its incurrence or issuance, as the case may be, in any particular manner that complies with this Section 4.04, or later divide, classify or reclassify (as if Incurred at such later time) all or a portion of such item of Indebtedness or Preferred Stock in any manner that complies with this Section 4.04 and such item of Indebtedness or Preferred Stock (or portion thereof, as applicable) will be treated as having been incurred or issued, as the case may be, pursuant to only such clause or clauses or Section 4.04(a). Additionally, Indebtedness permitted by this Section 4.04 need not be permitted solely by reference to one provision permitting such Indebtedness but may be permitted in part by one such provision and in part by one or more other provisions of this Section 4.04 permitting such Indebtedness. Indebtedness under the Senior Facilities outstanding on the Effective Date will initially be deemed to have been incurred on the Effective Date in reliance on the exception provided by clause (2) of the definition of Permitted Indebtedness and may not later be reclassified prior to the time it is repaid. (c) Accrual of interest, the accretion of accreted value, the payment of interest or dividends in the form of additional Indebtedness, Disqualified Stock or Preferred Stock, as applicable, amortization of original issue discount, the accretion of liquidation preference and increases in the amount of Indebtedness under outstanding solely as a result of fluctuations in the exchange rate of currencies will not be deemed to be an Incurrence of Indebtedness, Disqualified Stock or Preferred Stock for purposes of this covenant, . (id) guarantees Guarantees of, or obligations in respect of letters of credit relating to, Indebtedness which is otherwise included in the determination of a particular amount of Indebtedness shall not be included in the determination of such amount shall not also be included and (ii) if obligations in respect of letters of credit are incurred pursuant to a Credit Facility and are being treated as incurred pursuant to clause (1) Indebtedness; provided that the Incurrence of the definition Indebtedness represented by such guarantee or letter of “Permitted Indebtedness” and the letters of credit relate to other Indebtedness, then such other Indebtedness shall not be included. (c) Indebtedness or Preferred Stock of a Person existing at the time such Person becomes a Restricted Subsidiary (whether by merger, consolidation, acquisition of Capital Stock or otherwise) or is merged with or into the Company or any Restricted Subsidiary or which is secured by a Lien on an asset acquired by the Company or a Restricted Subsidiary (whether or not such Indebtedness is assumed by the acquiring Person) shall be deemed incurred at the time the Person becomes a Restricted Subsidiary or at the time of the asset acquisitioncredit, as the case may be, was in compliance with this covenant. (de) For purposes of determining compliance with any U.S. dollar-denominated restriction on the Incurrence of Indebtedness, the U.S. dollar-equivalent principal amount of Indebtedness denominated in a foreign currency shall be calculated based on the relevant currency exchange rate in effect on the date such Indebtedness was Incurred, in the case of term debt, or first committed or first Incurred (whichever yields the lower U.S. dollar equivalent), in the case of revolving credit debt. However, if the Indebtedness is Incurred to refinance other Indebtedness denominated in a foreign currency, and the 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 the refinancing, the U.S. dollar-denominated restriction will be deemed not to have been exceeded so long as the principal amount of the refinancing Indebtedness does not exceed the principal amount of the Indebtedness being refinanced. Notwithstanding any other provision of this Section 4.04, the maximum amount of Indebtedness that the Issuer and its Restricted Subsidiaries may Incur pursuant to this Section 4.04 shall not be deemed to be exceeded, with respect to any outstanding Indebtedness, solely as a result of fluctuations in the exchange rate of currencies. The principal amount of any Indebtedness Incurred to refinance other Indebtedness, if Incurred in a different currency from the Indebtedness being refinanced, will be calculated based on the currency exchange rate applicable to the currencies in which the respective Indebtedness is denominated that is in effect on the date of the refinancing. (f) For the avoidance of doubt, any Indebtedness incurred to refinance, refund or replace Indebtedness incurred pursuant to any provision in the definition of Permitted Indebtedness (or the final proviso of Section 4.04(a)) that is limited by a percentage of Total Assets or by a multiple of Pro Forma EBITDA may be incurred pursuant to such provision, even if such refinancing, refunding or replacing Indebtedness could not be itself incurred pursuant to such provision at such time. (g) The Company will Issuer shall not, and will shall not permit any Subsidiary Guarantor to, directly or indirectly incur any Indebtedness which by its terms (or by the terms of any agreement governing such including Acquired Indebtedness) that is subordinated or junior in right of payment to any Indebtedness of the Company Issuer or such Subsidiary Guarantor, as the case may be, other than the Notes and the Subsidiary Guarantees, unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) made expressly subordinate subordinated in right of payment to the Notes Securities or such Subsidiary Guarantor’s Guarantee to the Subsidiary Guarantee extent and in the same manner as such Indebtedness is subordinated to other Indebtedness of the Issuer or such Subsidiary Guarantor, as the case may be. For the avoidance of doubt, pursuant to subordination provisions that are at least as favorable to the holders of the Notes or such Subsidiary Guarantee as the subordination provisions of such Indebtedness (or agreement). (e) For purposes of this Supplemental Indenture, no Indebtedness will preceding sentence shall not be deemed to be subordinate or junior in right prohibit the incurrence of Secured Indebtedness with payment to other Indebtedness solely by virtue of not being the benefit of a Lien on assets, or guarantee of a Person, that benefits the other Indebtedness or having the benefit of such a Lien or guarantee ranking subordinate or junior to a Lien or guarantee benefiting the other Indebtednesspriority provisions.

Limitation on Incurrence of Additional Indebtedness and Issuance of Preferred Stock. (a) Other than Permitted Indebtedness, the Company will not, and will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee, acquire, become liable, contingently or otherwise, with respect to, or otherwise become responsible for payment of (collectively, “incur”) any Indebtedness (including, without limitation, Acquired Indebtedness) and the Company will not permit any of its Restricted Subsidiaries to issue any Preferred Stock; provided, however, that if no Default or Event of Default shall have occurred and be continuing at the time of or as a consequence of the incurrence of any such Indebtedness or issuance of Preferred Stock, then the Company and the Restricted Subsidiaries or any of them may incur Indebtedness and any Restricted Subsidiary may issue Preferred Stock, in each case, if on the date of the incurrence of such Indebtedness or issuance of Preferred Stock, after giving pro forma effect to the incurrence thereof and the receipt and application of the proceeds therefrom, the Company’s Consolidated EBITDAX Coverage Ratio would have been greater than 2.25 to 1.0. (b) For purposes of determining any particular amount of Indebtedness under this covenant, (i) guarantees of, or obligations in respect of letters of credit relating to, Indebtedness otherwise included in the determination of such amount shall not also be included and (ii) if obligations in respect of letters of credit are incurred pursuant to a Credit Facility and are being treated as incurred pursuant to clause (12) of the definition of “Permitted Indebtedness” and the letters of credit relate to other Indebtedness, then such other Indebtedness shall not be included. (c) Indebtedness or Preferred Stock of a Person existing at the time such Person becomes a Restricted Subsidiary (whether by merger, consolidation, acquisition of Capital Stock or otherwise) or is merged with or into the Company or any Restricted Subsidiary or which is secured by a Lien on an asset acquired by the Company or a Restricted Subsidiary (whether or not such Indebtedness is assumed by the acquiring Person) shall be deemed incurred at the time the Person becomes a Restricted Subsidiary or at the time of the asset acquisition, as the case may be. (d) The Company will not, and will not permit any Subsidiary Guarantor to, incur any Indebtedness which by its terms (or by the terms of any agreement governing such Indebtedness) is subordinated in right of payment to any Indebtedness of the Company or such Subsidiary Guarantor, as the case may be, other than the Notes and the Subsidiary Guarantees, unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) made expressly subordinate in right of payment to the Notes or the Subsidiary Guarantee of such Subsidiary Guarantor, as the case may be, pursuant to subordination provisions that are at least as favorable to the holders of the Notes or such Subsidiary Guarantee as the subordination provisions of such Indebtedness (or agreement). (e) For purposes of this Supplemental Indenture, no Indebtedness will be deemed to be subordinate or junior in right of payment to other Indebtedness solely by virtue of not being having the benefit of a Lien on assets, or guarantee of a Person, that benefits the other Indebtedness or having the benefit of such a Lien or guarantee ranking subordinate or junior to a Lien or guarantee benefiting the other Indebtedness.

Limitation on Incurrence of Additional Indebtedness and Issuance of Preferred Stock. (a) Other than Permitted Indebtedness, the The Company will not, and will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee, acquire, become liable, contingently or otherwise, with respect to, or otherwise become responsible for payment of (collectively, “incur”) incur any Indebtedness (including, without limitation, Acquired Indebtedness) other than Permitted Indebtedness and the Company will not permit any of its Restricted Subsidiaries to issue any Preferred StockStock other than Permitted Indebtedness; provided, however, that if no Default or Event of Default shall have occurred and be continuing at the time of or as a consequence of the incurrence of any such Indebtedness or issuance of Preferred StockIndebtedness, then the Company and the Restricted Subsidiaries or any of them Restricted Subsidiary may incur Indebtedness and any Restricted Subsidiary may issue Preferred StockStock if, in each case, if on the date of the incurrence of such Indebtedness or issuance of such Preferred Stock, after giving effect to the incurrence or issuance thereof, the Consolidated Fixed Charge Coverage Ratio of the Company is equal to or greater than 2.0 to 1.0; provided that Restricted Subsidiaries that are not Guarantors may not incur Indebtedness or issue Preferred Stock pursuant to the foregoing proviso if, after giving pro forma effect to the such incurrence thereof or issuance, more than an aggregate of $75.0 million of Indebtedness and the receipt and application Preferred Stock of Restricted Subsidiaries that are not Guarantors would then be outstanding (other than Permitted Indebtedness (excluding Permited Indebtedness of the proceeds therefrom, type contemplated by clause (8)(A)(x) of the Company’s Consolidated EBITDAX Coverage Ratio would have been greater than 2.25 to 1.0. (b) definition thereof)). For purposes of determining any particular amount of Indebtedness under compliance with this covenantSection 4.04, (i) guarantees of, or obligations in respect of letters of credit relating to, Indebtedness otherwise included in the determination event that an item of such amount shall not also be included and (ii) if obligations in respect of letters of credit are incurred pursuant to a Credit Facility and are being treated as incurred pursuant to clause (1) of the definition of “Permitted Indebtedness” and the letters of credit relate to other Indebtedness, then such other Indebtedness shall not be included. (c) Indebtedness or Preferred Stock meets the criteria of a Person existing at more than one of the time such Person becomes a Restricted Subsidiary (whether by mergercategories of Permitted Indebtedness described in the definition of Permitted Indebtedness, consolidation, acquisition of Capital Stock or otherwise) or is merged with entitled to be incurred or into the Company or any Restricted Subsidiary or which is secured by a Lien on an asset acquired by the Company or a Restricted Subsidiary (whether or not such Indebtedness is assumed by the acquiring Person) shall be deemed incurred at the time the Person becomes a Restricted Subsidiary or at the time of the asset acquisitionissued, as the case may be. , pursuant to the first paragraph of this Section 4.04, the Company, in its sole discretion, will be permitted to classify such item of Indebtedness or Preferred Stock on the date of its incurrence or issuance, as the case may be, in any manner that complies with this Section 4.04, or later divide, classify or reclassify all or a portion of such item of Indebtedness or Preferred Stock in any manner that complies with this Section 4.04 and such item of Indebtedness or Preferred Stock (dor portion thereof, as applicable) The will be treated as having been incurred or issued, as the case may be, pursuant to only such clause or clauses or the first paragraph of this Section 4.04. Indebtedness under the Credit Agreement outstanding on the date on which the Securities are first issued and authenticated under this Indenture will initially be deemed to have been incurred on such date in reliance on the exception provided by clause (2) of the definition of Permitted Indebtedness. Neither the Company will notnor any Guarantor will, and will not permit directly or indirectly, in any Subsidiary Guarantor to, event incur any Indebtedness which that, by its terms (or by the terms of any agreement governing such Indebtedness) , is both subordinated pursuant to its terms in right of payment to any other Indebtedness of the Company or such Subsidiary Guarantor, as the case may be, other than the Notes and the Subsidiary Guarantees, unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) made expressly subordinate senior in right of payment to the Notes Securities or the Subsidiary Guarantee of any such Subsidiary Guarantor’s Guarantee, as the case may be, pursuant to subordination provisions that are at least as favorable to the holders of the Notes or such Subsidiary Guarantee as the subordination provisions of such Indebtedness (or agreement). (e) For purposes of this Supplemental Indenture, no Indebtedness will be deemed to be subordinate or junior in right of payment to other Indebtedness solely by virtue of not being the benefit of a Lien on assets, or guarantee of a Person, that benefits the other Indebtedness or having the benefit of such a Lien or guarantee ranking subordinate or junior to a Lien or guarantee benefiting the other Indebtedness.

Limitation on Incurrence of Additional Indebtedness and Issuance of Preferred Stock. (a) Other than Permitted Indebtedness, the Company will VHS Holdco II shall not, and will shall not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee, acquire, guarantee or otherwise become directly or indirectly liable, contingently or otherwise, with respect to, or otherwise become responsible for payment of to (collectively, “incur”) any Indebtedness (includingincluding Acquired Debt), without limitation, Acquired Indebtedness) and the Company will VHS Holdco II shall not permit any of its Restricted Subsidiaries to issue any shares of Preferred Stock; provided, however, provided that if no Default or Event of Default shall have occurred VHS Holdco II and be continuing at the time of or as a consequence of the incurrence of any such Indebtedness or issuance of Preferred Stock, then the Company and the Restricted Subsidiaries or any of them Subsidiary may incur Indebtedness (including Acquired Debt) and any Restricted Subsidiary may issue Preferred StockStock if the Fixed Charge Coverage Ratio for VHS Holdco II’s most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional Indebtedness is incurred or such Preferred Stock is issued would have been at least 2.00 to 1.00, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been incurred or the Preferred Stock had been issued, as the case may be, and the application of proceeds therefrom had occurred at the beginning of such four-quarter period. (b) The provisions of Section 4.07(a) hereof shall not prohibit the incurrence of any of the following (collectively, “Permitted Debt”): (1) Indebtedness under Credit Facilities together with the incurrence of the guarantees thereunder and the issuance and creation of letters of credit and bankers’ acceptances thereunder (with letters of credit and bankers’ acceptances being deemed to have a principal amount equal to the face amount thereof), up to an aggregate principal amount of $1,275.0 million outstanding at any one time less the amount of all permanent reductions of Indebtedness thereunder as a result of principal payments actually made with Net Proceeds from Asset Sales; (2) Indebtedness represented by the Existing VHS Holdco II Notes after giving effect to the consummation of the Offer (including any guarantee thereof existing on the Issue Date); provided that any such Existing VHS Holdco II Notes shall be redeemed within 45 days of the Issue Date; (3) Indebtedness represented by the Notes and the Guarantees and the Notes and related Guarantees to be issued in exchange therefor pursuant to the Registration Rights Agreement; (4) Existing Indebtedness (other than Indebtedness described in Sections 4.07(b)(1), (2) and (3)); (5) Indebtedness (including Capitalized Lease Obligations) incurred or issued by VHS Holdco II or any Restricted Subsidiary to finance the purchase, lease or improvement of property (real or personal) or equipment that is used by or useful to VHS Holdco II or any Restricted Subsidiary in a Permitted Business (whether through the direct purchase of assets or the Capital Stock of any Person owning such assets) in an aggregate principal amount that, when aggregated with the principal amount of all other Indebtedness then outstanding and incurred pursuant to this clause (5) of Section 4.07(b) does not exceed the greater of $75.0 million and 3.0% of Total Assets; (6) Indebtedness incurred by VHS Holdco II or any Restricted Subsidiary constituting reimbursement obligations with respect to letters of credit issued in the ordinary course of business, including, without limitation, letters of credit in respect of workers’ compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Indebtedness with respect to reimbursement-type obligations regarding workers’ compensation claims; (7) Indebtedness arising from agreements of VHS Holdco II or a Restricted Subsidiary providing for indemnification, adjustment of purchase price or similar obligations, in each case, if incurred or assumed in connection with the disposition of any business, assets or a Subsidiary, other than guarantees of Indebtedness incurred by any Person acquiring all or any portion of such business, assets or a Subsidiary for the purpose of financing such acquisition; provided that (A) such Indebtedness is not reflected on the date balance sheet (other than by application of FASB XXX 000, Xxxxxxxxxx as a result of an amendment to an obligation in existence on the Issue Date) of VHS Holdco II or any Restricted Subsidiary (contingent obli- gations referred to in a footnote to financial statements and not otherwise reflected on the balance sheet shall not be deemed to be reflected on such balance sheet for purposes of this clause (A) of Section 4.07(b)(7) and (B) the maximum assumable liability in respect of all such Indebtedness shall at no time exceed the gross proceeds including non-cash proceeds (the fair market value of such non-cash proceeds being measured at the time received and without giving effect to any subsequent changes in value) actually received by VHS Holdco II and any Restricted Subsidiaries in connection with such disposition; (8) Indebtedness of VHS Holdco II owed to and held by any Restricted Subsidiary or Indebtedness of a Restricted Subsidiary owed to and held by VHS Holdco II or any Restricted Subsidiary; provided that (A) any subsequent issuance or transfer of any Capital Stock or any other event that results in any such Restricted Subsidiary ceasing to be a Restricted Subsidiary or any subsequent transfer of any such Indebtedness (except to VHS Holdco II or a Restricted Subsidiary) shall be deemed, in each case, to constitute the incurrence of such Indebtedness by the issuer thereof and (B) if either of the Issuers or any Guarantor is the obligor on such Indebtedness owing to a Restricted Subsidiary that is not a Guarantor, other than Indebtedness represented by short-term, open account working capital notes entered into in the ordinary course of business for cash management purposes and consistent with past practice, such Indebtedness is expressly subordinated to the prior payment in full in cash of all obligations of such Issuer with respect to the Notes or of such Guarantor with respect to its Guarantee; (9) shares of Preferred Stock of a Restricted Subsidiary issued to VHS Holdco II or a Restricted Subsidiary; provided that any subsequent issuance or transfer of any Capital Stock or any other event which results in any such Restricted Subsidiary ceasing to be a Restricted Subsidiary or any other subsequent transfer of any such shares of Preferred Stock (except to VHS Holdco II or a Restricted Subsidiary) shall be deemed in each case to be an issuance of such shares of Preferred Stock, after giving pro forma effect to the incurrence thereof and the receipt and application of the proceeds therefrom, the Company’s Consolidated EBITDAX Coverage Ratio would have been greater than 2.25 to 1.0.; (b10) For purposes Hedging Obligations of determining VHS Holdco II or any particular amount Restricted Subsidiary (excluding Hedging Obligations entered into for speculative purposes) for the purpose of limiting (A) interest rate risk with respect to any Indebtedness under that is permitted by the terms of this covenantIndenture to be outstanding or (B) exchange rate risk with respect to any currency exchange or (C) commodity risk; (11) obligations in respect of performance, (i) bid, appeal and surety bonds and performance and completion guarantees of, provided by VHS Holdco II or any Restricted Subsidiary or obligations in respect of letters of credit relating torelated thereto, Indebtedness otherwise included in each case in the determination ordinary course of business or consistent with past practice; (12) Preferred Stock that is not Disqualified Stock and is issued by a Restricted Subsidiary of VHS Holdco II to a Person holding a minority Equity Interest in such amount Restricted Subsidiary (after giving effect to such issuance); provided that such Preferred Stock is not exchangeable or convertible into Indebtedness of VHS Holdco II or any of its Restricted Subsidiaries and does not require any cash payment of dividends or distributions at any time that such cash payment would result in a Default or an Event of Default; provided, further, that the aggregate liquidation preference of all Preferred Stock issued pursuant to this clause (12) of Section 4.07(b) shall not also be included exceed $25.0 million; (13) Indebtedness of VHS Holdco II or any Restricted Subsidiary or Preferred Stock of any Restricted Subsidiary not otherwise permitted hereunder in an aggregate principal amount or liquidation preference which, when aggregated with the principal amount and (ii) if obligations in respect liquidation preference of letters of credit are all other Indebtedness and Preferred Stock then outstanding and incurred pursuant to a Credit Facility this clause (13) of Section 4.07(b), does not at any one time outstanding, when taken together with any Refinancing Indebtedness in respect thereof, exceed the greater of (x) $150.0 million and are (y) 5.0% of Total Assets (it being treated as understood that any Indebtedness or Preferred Stock incurred pursuant to this clause (13) of Section 4.07(b) shall cease to be deemed incurred or outstanding for purposes of this clause (13) of Section 4.07(b) but shall be deemed incurred for the purposes of the first paragraph of this covenant from and after the first date on which VHS Holdco II or such Restricted Subsidiary could have incurred such Indebtedness or Preferred Stock under the first paragraph of this covenant without reliance on this clause (13) of Section 4.07(b)); (14) any guarantee by either of the Issuers or a Guarantor of Indebtedness or other obligations of VHS Holdco II or any Restricted Subsidiary so long as the incurrence of such Indebtedness by VHS Holdco II or such Restricted Subsidiary is permitted under the terms of this Indenture; provided that if such Indebtedness is by its express terms subordinated in right of payment to the Notes or a Guarantee, as applicable, any such guarantee with respect to such Indebtedness shall be subordinated in right of payment to the Notes or such Guarantee with respect to the Notes substantially to the same extent as such Indebtedness is subordinated to the Notes or such Guarantee, as applicable; (15) the incurrence by VHS Holdco II or any Restricted Subsidiary of Indebtedness or Preferred Stock that serves to refund or refinance any Indebtedness incurred as permitted under Section 4.07(a) hereof and clauses (2), (3), (4) and (13) of Section 4.07(b) hereof, this clause (15) and clause (16) of Section 4.07(b) hereof or any Indebtedness issued to so refund or refinance such Indebtedness including additional Indebtedness incurred to pay premiums and fees in connection therewith (the “Refinancing Indebtedness”) prior to its respective maturity; provided that such Refinancing Indebtedness (A) has a Weighted Average Life to Maturity at the time such Refinancing Indebtedness is incurred which is not less than the remaining Weighted Average Life to Maturity of the Indebtedness being refunded or refinanced, (B) to the extent such Refinancing Indebtedness refinances Indebtedness subordinated to the Notes, such Refinancing Indebtedness is subordinated to the Notes at least to the same extent as the Indebtedness being refinanced or refunded, (C) shall not include (x) Indebtedness or Preferred Stock of a Restricted Subsidiary that is not the Co-Issuer or a Guarantor that refinances Indebtedness or Preferred Stock of either Issuer or a Guarantor or (y) Indebtedness or Preferred Stock of VHS Holdco II or a Restricted Subsidiary that refinances Indebtedness or Preferred Stock of an Unrestricted Subsidiary, (D) shall not be in a principal amount in excess of the principal amount of, premium, if any, accrued interest on, and related fees and expenses of, the Indebtedness being refunded or refinanced and (E) shall not have a stated maturity date prior to the Stated Maturity of the Indebtedness being refunded or refinanced; (16) Indebtedness or Preferred Stock of Persons that are acquired by VHS Holdco II or any Restricted Subsidiary or merged into VHS Holdco II or a Restricted Subsidiary in accordance with the terms of this Indenture; provided that such Indebtedness or Preferred Stock is not incurred in connection with or in contemplation of such acquisition or merger; and provided, further, that after giving effect to such acquisition or merger, either (A) VHS Holdco II or such Restricted Subsidiary would be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of this covenant or (B) the Fixed Charge Coverage Ratio would be greater than immediately prior to such acquisition; (17) Indebtedness arising from the honoring by a bank or financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business; provided that such Indebtedness, other than credit or purchase cards, is extinguished within five Business Days of its incurrence; (18) Indebtedness of VHS Holdco II or any Restricted Subsidiary supported by a letter of credit issued pursuant to the Credit Agreement in a principal amount not in excess of the stated amount of such letter of credit; (19) Contribution Indebtedness; (20) Indebtedness consisting of the financing of insurance premiums; (21) Indebtedness incurred on behalf of or representing Guarantees of Indebtedness of joint ventures of VHS Holdco II or any Restricted Subsidiary not in excess of $25.0 million at any time outstanding; (22) Indebtedness incurred by a Securitization Subsidiary in a Qualified Securitization Financing that is not recourse to VHS Holdco II or any Restricted Subsidiary other than a Securitization Subsidiary (except for Standard Securitization Undertakings); (23) Physician Support Obligations incurred by VHS Holdco II or any Restricted Subsidiary; (24) Indebtedness consisting of Indebtedness issued by the Issuers or any of their Restricted Subsidiaries to current or former officers, directors and employees thereof, their respective estates, spouses or former spouses, in each case to finance the purchase or redemption of Equity Interests of the Issuers or any direct or indirect parent company of the Issuers to the extent described in Section 4.05(b)(4); (25) customer deposits and advance payments received in the ordinary course of business from customers for goods purchased in the ordinary course of business; (26) Indebtedness owed on a short-term basis of no longer than 30 days to banks and other financial institutions incurred in the ordinary course of business of the Issuers and their Restricted Subsidiaries with such banks or financial institutions that arises in connection with ordinary banking arrangements to manage cash balances of the Issuers and their Restricted Subsidiaries; (27) Indebtedness incurred by a Restricted Subsidiary in connection with bankers’ acceptances, discounted bills of exchange or the discounting or factoring of receivables for credit management purposes, in each case incurred or undertaken in the ordinary course of business on arm’s length commercial terms on a recourse basis; and (28) all premium (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in paragraphs (1) through (27) of Section 4.07(b) hereof. For purposes of determining compliance with this Section 4.07, in the event that an item of proposed Indebtedness meets the criteria of more than one of the categories of Permitted Debt described in clauses (1) through (28) of Section 4.07(b) hereof, or is entitled to be incurred pursuant to Section 4.07(a) hereof, VHS Holdco II shall be permitted to classify and later reclassify such item of Indebtedness in any manner that complies with this covenant, and such item of Indebtedness shall be treated as having been incurred pursuant to only one of such categories. Accrual of interest, the accretion of accreted value and the payment of interest in the form of additional Indebtedness shall not be deemed to be an incurrence of Indebtedness for purposes of this Section 4.07. Indebtedness under the Credit Agreement outstanding on the date on which Notes are first issued and authenticated under this Indenture shall be deemed to have been incurred on such date in reliance on the exception provided by clause (1) of the definition of “Permitted Indebtedness” Debt. The maximum amount of Indebtedness that VHS Holdco II and the letters of credit relate its Restricted Subsidiaries may incur pursuant to other Indebtedness, then such other Indebtedness this Section 4.07 shall not be included. (c) Indebtedness or Preferred Stock of a Person existing at the time such Person becomes a Restricted Subsidiary (whether by merger, consolidation, acquisition of Capital Stock or otherwise) or is merged with or into the Company or any Restricted Subsidiary or which is secured by a Lien on an asset acquired by the Company or a Restricted Subsidiary (whether or not such Indebtedness is assumed by the acquiring Person) shall be deemed incurred at the time the Person becomes a Restricted Subsidiary or at the time of the asset acquisition, as the case may be. (d) The Company will not, and will not permit any Subsidiary Guarantor to, incur any Indebtedness which by its terms (or by the terms of any agreement governing such Indebtedness) is subordinated in right of payment to any Indebtedness of the Company or such Subsidiary Guarantor, as the case may be, other than the Notes and the Subsidiary Guarantees, unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) made expressly subordinate in right of payment to the Notes or the Subsidiary Guarantee of such Subsidiary Guarantor, as the case may be, pursuant to subordination provisions that are at least as favorable to the holders of the Notes or such Subsidiary Guarantee as the subordination provisions of such Indebtedness (or agreement). (e) For purposes of this Supplemental Indenture, no Indebtedness will be deemed to be subordinate or junior exceeded, with respect to any outstanding Indebtedness, solely as a result of fluctuations in right the exchange rate of payment to other Indebtedness solely by virtue of not being the benefit of a Lien on assets, or guarantee of a Person, that benefits the other Indebtedness or having the benefit of such a Lien or guarantee ranking subordinate or junior to a Lien or guarantee benefiting the other Indebtednesscurrencies.

Limitation on Incurrence of Additional Indebtedness and Issuance of Preferred Stock. (a) Other than Permitted Indebtedness, the The Company will not, and will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee, acquire, become liable, contingently or otherwise, with respect to, or otherwise become responsible for payment of (collectively, “incur”) incur any Indebtedness (including, without limitation, Acquired Indebtedness) other than Permitted Indebtedness and the Company will not permit any of its Restricted Subsidiaries to issue any Preferred StockStock other than Permitted Indebtedness; provided, however, that if no Default or Event of Default shall have occurred and be continuing at the time of or as a consequence of the incurrence of any such Indebtedness or issuance of Preferred StockIndebtedness, then the Company and the Restricted Subsidiaries or any of them Restricted Subsidiary may incur Indebtedness and any of the Restricted Subsidiary Subsidiaries may issue Preferred StockStock if, in each case, if on the date of the incurrence of such Indebtedness or issuance of such Preferred Stock, after giving pro forma effect to the incurrence thereof and or issuance thereof, the receipt and application Consolidated Fixed Charge Coverage Ratio of the proceeds therefrom, the Company’s Consolidated EBITDAX Coverage Ratio would have been Company is equal to or greater than 2.25 2.0 to 1.0. (b) . For purposes of determining any particular amount compliance with this Section 4.04, in the event that an item of Indebtedness under this covenant, (i) guarantees of, or obligations Preferred Stock meets the criteria of more than one of the categories of Permitted Indebtedness described in respect of letters of credit relating to, Indebtedness otherwise included in the determination of such amount shall not also be included and (ii) if obligations in respect of letters of credit are incurred pursuant to a Credit Facility and are being treated as incurred pursuant to clause (1) of the definition of “Permitted Indebtedness,” and the letters of credit relate to other Indebtedness, then such other Indebtedness shall not be included. (c) Indebtedness or Preferred Stock of a Person existing at the time such Person becomes a Restricted Subsidiary (whether by merger, consolidation, acquisition of Capital Stock or otherwise) or is merged with entitled to be incurred or into the Company or any Restricted Subsidiary or which is secured by a Lien on an asset acquired by the Company or a Restricted Subsidiary (whether or not such Indebtedness is assumed by the acquiring Person) shall be deemed incurred at the time the Person becomes a Restricted Subsidiary or at the time of the asset acquisitionissued, as the case may be. , pursuant to the first paragraph of this Section 4.04, the Company, in its sole discretion, will be permitted to classify such item of Indebtedness or Preferred Stock on the date of its incurrence or issuance, as the case may be, in any manner that complies with this Section 4.04, or later divide, classify or reclassify (dbased on circumstances existing at the time of such division, classification or reclassification) The Company all or a portion of such item of Indebtedness or Preferred Stock in any manner that complies with this Section 4.04 and such item of Indebtedness or Preferred Stock (or portion thereof, as applicable) will notbe treated as having been incurred or issued, as the case may be, pursuant to only such clause or clauses or the first paragraph of this Section 4.04. Indebtedness under the Credit Agreement outstanding on the date on which the Securities are first issued and authenticated under this Indenture will not permit initially be deemed to have been incurred on such date in reliance on the exception provided by clause (2) of the definition of Permitted Indebtedness. Neither the Issuer nor any Subsidiary Guarantor towill, directly or indirectly, in any event incur any Indebtedness which that, by its terms (or by the terms of any agreement governing such Indebtedness) , is both subordinated pursuant to its terms in right of payment to any other Indebtedness of the Company Issuer or such Subsidiary Guarantor, as the case may be, other than the Notes and the Subsidiary Guarantees, unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) made expressly subordinate senior in right of payment to the Notes Securities or the Subsidiary Guarantee of any such Subsidiary Guarantor’s Guarantee, as the case may be, pursuant to subordination provisions that are at least as favorable to the holders of the Notes or such Subsidiary Guarantee as the subordination provisions of such Indebtedness (or agreement). (e) For purposes of this Supplemental Indenture, no Indebtedness will be deemed to be subordinate or junior in right of payment to other Indebtedness solely by virtue of not being the benefit of a Lien on assets, or guarantee of a Person, that benefits the other Indebtedness or having the benefit of such a Lien or guarantee ranking subordinate or junior to a Lien or guarantee benefiting the other Indebtedness.

Limitation on Incurrence of Additional Indebtedness and Issuance of Preferred Stock. (a) Other than Permitted Indebtedness, the Company will CNH Global shall not, and will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee, acquire, become liable, contingently or otherwise, with respect to, or otherwise become responsible for payment of (collectively, “"incur”") any Indebtedness (including, without limitation, including Acquired Indebtedness) and the Company will CNH Global shall not permit any of its Restricted Subsidiaries to issue any Preferred Stock; provided, however, that if no Default or Event of Default shall have occurred and be continuing at the time of or as a consequence of the incurrence of any such Indebtedness or issuance of Preferred Stock, then the Company and the Restricted Subsidiaries or any of them CNH Global may incur Indebtedness (including, without limitation, Acquired Indebtedness) and Case New Holland and any Restricted Equipment Subsidiary Guarantor may incur Indebtedness (including, without limitation, Acquired Indebtedness) or issue Preferred Stock, in each case, Stock if on the date of the incurrence of such Indebtedness or the issuance of such Preferred Stock, after giving pro forma effect to the incurrence thereof or issuance thereof, the Consolidated Fixed Charge Coverage Ratio of CNH Global would be greater than 2.0 to 1.0. The first paragraph of this Section 4.10 shall not prohibit the incurrence of any of the following items of Indebtedness or the issuance of any of the following items of Preferred Stock, as applicable (collectively, "Permitted Indebtedness"): (1) Indebtedness under the Notes issued in the Offering in an aggregate principal amount not to exceed $750 million and any Guarantees thereof; (2) Indebtedness of CNH Global and its Equipment Subsidiaries incurred pursuant to one or more Credit Facilities; provided, however, that the aggregate principal amount of Net Indebtedness at any time outstanding shall not exceed $2.0 billion, less the amount of any such Indebtedness permanently retired with the Net Cash Proceeds from any Asset Sale applied from and after the Issue Date to reduce the amounts outstanding thereunder pursuant to Section 4.12 hereof; (3) Indebtedness of or the issuance of Preferred Stock (including, without limitation, Acquired Indebtedness and any Indebtedness or Preferred Stock issued to CNH Global or any Equipment Subsidiaries) by any Financial Services Subsidiary of CNH Global; provided that on the date of the incurrence of such Indebtedness or the issuance of such Preferred Stock, after giving effect to the incurrence or issuance thereof, the Financial Subsidiary Leverage Ratio of the Financial Services Subsidiaries would be less than 5.5 to 1.0; (4) other Indebtedness of CNH Global and its Equipment Subsidiaries outstanding on the Issue Date (including, but not limited to, the Fiat Promissory Notes and the receipt Intesa BCI Indebtedness) reduced by the amount of any scheduled amortization payments or mandatory prepayments when actually paid or permanent reductions thereon; (5) Hedging Obligations of CNH Global or any Restricted Subsidiary, as the case may be, that are incurred in the ordinary course of business; provided, however, that such Hedging Obligations are entered into, in the good faith judgment of CNH Global, to protect CNH Global and application of the proceeds therefromits Restricted Subsidiaries from (a) fluctuations in interest rates on Indebtedness incurred in accordance with this Indenture, the Company’s Consolidated EBITDAX Coverage Ratio would have been greater than 2.25 to 1.0. (b) For purposes of determining any particular amount of Indebtedness under this covenantfluctuations in foreign currency rates, (ic) guarantees of, commodity price risk with respect to commodities purchased by CNH Global or obligations in respect of letters of credit relating to, Indebtedness otherwise included in the determination of such amount shall not also be included and any Restricted Subsidiary or (iid) if obligations in respect of letters of credit are incurred pursuant to a Credit Facility and are being treated as incurred pursuant to clause (1) any combination of the definition of “Permitted Indebtedness” and the letters of credit relate to other Indebtednessforegoing, then such other Indebtedness shall and, in each case, not be included.for speculative purposes; (c6) Indebtedness or Preferred Stock of an Equipment Subsidiary to CNH Global or another Equipment Subsidiary for so long as such Indebtedness or Preferred Stock is held by CNH Global or an Equipment Subsidiary; provided that (A) any Indebtedness of Case New Holland to CNH Global or any other Equipment Subsidiary is unsecured and subordinated, pursuant to a written agreement, to Case New Holland's obligations under this Indenture and the Notes and (B) if as of any date any Person existing at the time other than CNH Global or an Equipment Subsidiary owns or holds any such Person becomes a Restricted Subsidiary (whether by merger, consolidation, acquisition of Capital Indebtedness or Preferred Stock or otherwise) or is merged with or into the Company or any Restricted Subsidiary or which is secured by holds a Lien on an asset acquired by the Company or a Restricted Subsidiary (whether or not in respect of such Indebtedness is assumed (other than any Lien permitted by the acquiring Personclause (B) of paragraph (a) of Section 4.14 hereof), such date shall be deemed incurred at the time incurrence of Indebtedness or the Person becomes a Restricted Subsidiary or at the time issuance of the asset acquisitionPreferred Stock, as the case may be., not constituting Permitted Indebtedness by the issuer of such Indebtedness or Preferred Stock; (d7) The Company will Indebtedness of a Financial Services Subsidiary to another Financial Services Subsidiary for so long as such Indebtedness is held by a Financial Services Subsidiary; pro- vided that if as of any date any Person other than a Financial Services Subsidiary owns or holds any such Indebtedness or holds a Lien in respect of such Indebtedness (other than any Lien permitted by clause (B) of paragraph (a) of Section 4.14 hereof), such date shall be deemed the incurrence of Indebtedness not constituting Permitted Indebtedness by the issuer of such Indebtedness; (8) Indebtedness of CNH Global to a Restricted Subsidiary for so long as such Indebtedness is held by a Restricted Subsidiary; provided that (A) any Indebtedness of CNH Global to any Restricted Subsidiary is unsecured and subordinated, pursuant to a written agreement, to CNH Global's obligations under this Indenture and the Guarantee of CNH Global and (B) if as of any date any Person other than a Restricted Subsidiary owns or holds any such Indebtedness or any Person holds a Lien in respect of such Indebtedness (other than any Lien permitted by clause (B) of paragraph (a) of Section 4.14 hereof), such date shall be deemed the incurrence of Indebtedness not constituting Permitted Indebtedness by CNH Global; (9) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft (including, without limitation, any overdraft (including any daylight overdraft)) or similar instrument inadvertently (except in the case of daylight overdrafts) drawn against insufficient funds in the ordinary course of business; provided, however, that such Indebtedness is extinguished within fifteen Business Days after receipt of notice from such bank or other financial institution; (10) Indebtedness of CNH Global or any of its Restricted Subsidiaries in respect of performance bonds, bankers' acceptances, workers' compensation claims, surety or appeal bonds, payment obligations in connection with self-insurance or similar obligations in the ordinary course of business; (11) Indebtedness represented by Purchase Money Indebtedness and Capitalized Lease Obligations not to exceed 2.5% of Consolidated Net Tangible Assets of CNH Global and its Equipment Subsidiaries; (12) Refinancing Indebtedness; (13) Non-Recourse Accounts Receivable Subsidiary Indebtedness and Indebtedness under ARS Promissory Notes, in each case incurred by any Accounts Receivable Subsidiary in a Qualified Receivables Transaction; (14) the Attributable Indebtedness of any Excluded Sale and Leaseback Transaction; and (15) additional Indebtedness of CNH Global and its Restricted Subsidiaries in an aggregate principal amount not to exceed $150.0 million at any one time outstanding. For purposes of determining compliance with this Section 4.10: (1) in the event that an item of Indebtedness or Preferred Stock meets the criteria of more than one of the categories of Indebtedness or Preferred Stock described in clauses (1) through (15) of the second paragraph of this covenant, or is entitled to be incurred pursuant to the first paragraph of this covenant, CNH Global may, in its sole discretion, classify such item of Indebtedness or Preferred Stock on the date of its incurrence or, subject to clause (2) below, later reclassify all or a portion of such item of Indebtedness in any manner that complies with this covenant; (a) Indebtedness of CNH Global or any Equipment Subsidiary under any Existing Credit Facility outstanding on the Issue Date shall be deemed to have been incurred pursuant to clause (2) of the second paragraph of this covenant and CNH Global shall not be permitted to reclassify any portion of such Indebtedness thereafter, (b) Indebtedness of any Financial Services Subsidiary to CNH Global or any Equipment Subsidiary shall be deemed to have been incurred pursuant to clause (3) of the second paragraph of this covenant and (c) Non-Recourse Accounts Receivable Subsidiary Indebtedness outstanding on the Issue Date shall be deemed to have been incurred pursuant to clause (13) of the second paragraph of this covenant; (3) accrual of interest, accretion or amortization of original issue discount, the payment of interest on any Indebtedness in the form of additional Indebtedness with the same terms and the payment of dividends on Disqualified Capital Stock or Preferred Stock in the form of additional shares of the same class of Disqualified Capital Stock or Preferred Stock shall not be deemed to be an incurrence of Indebtedness or an issuance of Preferred Stock for purposes of this covenant; (4) the maximum amount of Indebtedness that CNH Global or any Restricted Subsidiary may incur pursuant to this covenant shall not be deemed to be exceeded, with respect to any outstanding Indebtedness, due solely to the result of fluctuations in the exchange rates of currencies; and (5) the U.S. dollar-equivalent principal amount of any Indebtedness or Preferred Stock denominated in a foreign currency shall be calculated based on the relevant currency exchange rate in effect on the date the Indebtedness was incurred, or first committed, in the case of revolving credit Indebtedness, or the Preferred Stock was issued, as applicable; provided that if any Indebtedness is incurred to Refinance Indebtedness 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 the Indebtedness incurred to Refinance such outstanding Indebtedness does not exceed the principal amount of such Indebtedness being Refinanced. Additionally, CNH Global shall not, and will not permit any Subsidiary other Guarantor to, directly or indirectly, incur any Indebtedness which that purports to be by its terms (or by the terms of any agreement governing such Indebtedness) is subordinated in right of payment to any other Indebtedness of the Company CNH Global or of such Subsidiary Guarantor, as the case may be, other than the Notes and the Subsidiary Guarantees, unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) made expressly subordinate in right of payment to the Notes or the Subsidiary any Guarantee of such Subsidiary Guarantor to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of CNH Global or such Guarantor, as the case may be, pursuant to subordination provisions that are at least as favorable to the holders of the Notes or such Subsidiary Guarantee as the subordination provisions of such Indebtedness (or agreement). (e) For purposes of this Supplemental Indenture, no Indebtedness will be deemed to be subordinate or junior in right of payment to other Indebtedness solely by virtue of not being the benefit of a Lien on assets, or guarantee of a Person, that benefits the other Indebtedness or having the benefit of such a Lien or guarantee ranking subordinate or junior to a Lien or guarantee benefiting the other Indebtedness.

Limitation on Incurrence of Additional Indebtedness and Issuance of Preferred Stock. (a) Other than Permitted Indebtedness, the The Company will shall not, and will shall not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee, acquire, become liable, contingently or otherwise, with respect to, or otherwise become responsible for payment of (collectively, “incur”) incur any Indebtedness (includingincluding Acquired Debt), without limitation, Acquired Indebtedness) and the Company will shall not permit any of its Restricted Subsidiaries to issue any Preferred Stockpreferred stock; provided, however, that the Company or any Subsidiary Guarantor may incur Indebtedness or issue preferred stock, if the Fixed Charge Coverage Ratio for the Company's most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional Indebtedness is incurred would have been at least 2.00 to 1, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been incurred or such preferred stock had been issued at the beginning of such four-quarter period. So long as no Default or Event of Default shall have occurred and be continuing at as of the time date such Indebtedness is incurred (or, as applicable, such preferred stock is issued) or would be caused thereby, the first paragraph of or as a consequence of this covenant will not prohibit the incurrence of any such of the following items of Indebtedness (collectively, "Permitted Debt"): (1) the incurrence by the Company or issuance any Subsidiary Guarantor of Preferred Stock, then Indebtedness under Credit Facilities in an aggregate principal amount at any one time outstanding (with letters of credit being deemed to have a principal amount equal to the maximum potential liability of the Company and the its Restricted Subsidiaries or any of them may incur Indebtedness and any Restricted Subsidiary may issue Preferred Stockthereunder) not to exceed $70.0 million, in each case, if on less the date of the incurrence of such Indebtedness or issuance of Preferred Stock, after giving pro forma effect to the incurrence thereof and the receipt and application of the proceeds therefrom, the Company’s Consolidated EBITDAX Coverage Ratio would have been greater than 2.25 to 1.0. (b) For purposes of determining any particular aggregate amount of Indebtedness under this covenant, (i) guarantees of, or obligations in respect all Net Proceeds of letters of credit relating to, Indebtedness otherwise included in the determination of such amount shall not also be included and (ii) if obligations in respect of letters of credit are incurred pursuant to a Credit Facility and are being treated as incurred pursuant to clause (1) of the definition of “Permitted Indebtedness” and the letters of credit relate to other Indebtedness, then such other Indebtedness shall not be included. (c) Indebtedness or Preferred Stock of a Person existing at the time such Person becomes a Restricted Subsidiary (whether Asset Sales applied by merger, consolidation, acquisition of Capital Stock or otherwise) or is merged with or into the Company or any Restricted Subsidiary or which is secured by a Lien on an asset acquired by the Company or a Restricted Subsidiary (whether or not such Indebtedness is assumed by the acquiring Person) shall be deemed incurred at the time the Person becomes a Restricted Subsidiary or at the time of the asset acquisition, as the case may be. (d) The Company will not, and will not permit to permanently repay any Subsidiary Guarantor to, incur any Indebtedness which by its terms (or by the terms of any agreement governing such Indebtedness) is subordinated in right of payment to any Indebtedness of the Company or such Subsidiary Guarantor, as the case may be, other than the Notes and the Subsidiary Guarantees, unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) made expressly subordinate in right of payment to the Notes or the Subsidiary Guarantee of such Subsidiary Guarantor, as the case may be, pursuant to subordination provisions that are at least as favorable to the holders of the Notes or such Subsidiary Guarantee as the subordination provisions of such Indebtedness (or agreement). (eand, in the case of any revolving credit Indebtedness, to effect a corresponding commitment reduction thereunder) For purposes of this Supplemental Indenture, no Indebtedness will be deemed pursuant to be subordinate or junior in right of payment to other Indebtedness solely by virtue of not being the benefit of a Lien on assets, or guarantee of a Person, that benefits the other Indebtedness or having the benefit of such a Lien or guarantee ranking subordinate or junior to a Lien or guarantee benefiting the other Indebtedness.Section 4.11 hereof;

Limitation on Incurrence of Additional Indebtedness and Issuance of Preferred Stock. (a) Other than Permitted Indebtedness, the Company will CNH Global shall not, and will shall not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee, acquire, become liable, contingently or otherwise, with respect to, or otherwise become responsible for payment of (collectively, “incur”) any Indebtedness (including, without limitation, including Acquired Indebtedness) and the Company will CNH Global shall not permit any of its Restricted Subsidiaries to issue any Preferred Stock; provided, however, that if no Default or Event of Default shall have occurred and be continuing at the time of or as a consequence of the incurrence of any such Indebtedness or issuance of Preferred Stock, then the Company and the Restricted Subsidiaries or any of them CNH Global may incur Indebtedness (including, without limitation, Acquired Indebtedness) and Case New Holland and any Restricted Equipment Subsidiary Guarantor may incur Indebtedness (including, without limitation, Acquired Indebtedness) or issue Preferred Stock, in each case, Stock if on the date of the incurrence of such Indebtedness or the issuance of such Preferred Stock, after giving pro forma effect to the incurrence thereof and the receipt and application of the proceeds therefromor issuance thereof, the Company’s Consolidated EBITDAX Fixed Charge Coverage Ratio of CNH Global would have been be greater than 2.25 2.0 to 1.0. (b) For purposes Clause (a) of determining this Section 4.10 shall not prohibit the incurrence of any particular amount of the following items of Indebtedness or the issuance of any of the following items of Preferred Stock, as applicable (collectively, “Permitted Indebtedness”): (1) Indebtedness under this covenant, (i) guarantees of, or obligations in respect of letters of credit relating to, Indebtedness otherwise included the Notes issued in the determination Offering in an aggregate principal amount not to exceed $500 million and any Guarantees thereof; (2) Indebtedness of such amount shall not also be included CNH Global and (ii) if obligations in respect of letters of credit are its Equipment Subsidiaries incurred pursuant to a one or more Credit Facility Facilities; provided, however, that the aggregate principal amount of Net Indebtedness at any time outstanding shall not exceed $2.0 billion, less the amount of any such Indebtedness permanently retired with the Net Cash Proceeds from any Asset Sale applied from and are being treated as incurred after the Issue Date to reduce the amounts outstanding thereunder pursuant to clause Section 4.12 hereof; (13) Indebtedness of or the issuance of Preferred Stock (including, without limitation, Acquired Indebtedness and any Indebtedness or Preferred Stock issued to CNH Global or any Equipment Subsidiaries) by any Financial Services Subsidiary of CNH Global; provided that on the date of the definition incurrence of “Permitted Indebtedness” such Indebtedness or the issuance of such Preferred Stock, after giving effect to the incurrence or issuance thereof, the Financial Subsidiary Leverage Ratio of the Financial Services Subsidiaries would be less than 5.5 to 1.0; (4) other Indebtedness of CNH Global and its Equipment Subsidiaries outstanding on the Issue Date (including, but not limited to, the Fiat Promissory Notes and the letters Intesa BCI Indebtedness) reduced by the amount of credit relate to other Indebtedness, then such other Indebtedness shall not be included.any scheduled amortization payments or mandatory prepayments when actually paid or permanent reductions thereon; (5) Hedging Obligations of CNH Global or any Restricted Subsidiary, as the case may be, that are incurred in the ordinary course of business; provided, however, that such Hedging Obligations are entered into, in the good faith judgment of CNH Global, to protect CNH Global and its Restricted Subsidiaries from (a) fluctuations in interest rates on Indebtedness incurred in accordance with this Indenture, (b) fluctuations in foreign currency rates, (c) commodity price risk with respect to commodities purchased by CNH Global or any Restricted Subsidiary or (d) any combination of the foregoing, and, in each case, not for speculative purposes; (6) Indebtedness or Preferred Stock of an Equipment Subsidiary to CNH Global or another Equipment Subsidiary for so long as such Indebtedness or Preferred Stock is held by CNH Global or an Equipment Subsidiary; provided that (A) any Indebtedness of Case New Holland to CNH Global or any other Equipment Subsidiary is unsecured and subordinated, pursuant to a written agreement, to Case New Holland’s obligations under this Indenture and the Notes and (B) if as of any date any Person existing at the time other than CNH Global or an Equipment Subsidiary owns or holds any such Person becomes a Restricted Subsidiary (whether by merger, consolidation, acquisition of Capital Indebtedness or Preferred Stock or otherwise) or is merged with or into the Company or any Restricted Subsidiary or which is secured by holds a Lien on an asset acquired by the Company or a Restricted Subsidiary (whether or not in respect of such Indebtedness is assumed (other than any Lien permitted by the acquiring Personclause (B) of Section 4.14(a) hereof), such date shall be deemed incurred at the time incurrence of Indebtedness or the Person becomes a Restricted Subsidiary or at the time issuance of the asset acquisitionPreferred Stock, as the case may be, not constituting Permitted Indebtedness by the issuer of such Indebtedness or Preferred Stock; (7) Indebtedness of a Financial Services Subsidiary to another Financial Services Subsidiary for so long as such Indebtedness is held by a Financial Services Subsidiary; provided that if as of any date any Person other than a Financial Services Subsidiary owns or holds any such Indebtedness or holds a Lien in respect of such Indebtedness (other than any Lien permitted by clause (B) of Section 4.14(a) hereof), such date shall be deemed the incurrence of Indebtedness not constituting Permitted Indebtedness by the issuer of such Indebtedness; (8) Indebtedness of CNH Global to a Restricted Subsidiary for so long as such Indebtedness is held by a Restricted Subsidiary; provided that (A) any Indebtedness of CNH Global to any Restricted Subsidiary is unsecured and subordinated, pursuant to a written agreement, to CNH Global’s obligations under this Indenture and the Guarantee of CNH Global and (B) if as of any date any Person other than a Restricted Subsidiary owns or holds any such Indebtedness or any Person holds a Lien in respect of such Indebtedness (other than any Lien permitted by clause (B) of Section 4.14(a) hereof), such date shall be deemed the incurrence of Indebtedness not constituting Permitted Indebtedness by CNH Global; (9) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft (including, without limitation, any overdraft (including any daylight overdraft)) or similar instrument inadvertently (except in the case of daylight overdrafts) drawn against insufficient funds in the ordinary course of business; provided, however, that such Indebtedness is extinguished within fifteen Business Days after receipt of notice from such bank or other financial institution; (10) Indebtedness of CNH Global or any of its Restricted Subsidiaries in respect of performance bonds, bankers’ acceptances, workers’ compensation claims, surety or appeal bonds, payment obligations in connection with self-insurance or similar obligations in the ordinary course of business; (11) Indebtedness represented by Purchase Money Indebtedness and Capitalized Lease Obligations not to exceed 2.5% of Consolidated Net Tangible Assets of CNH Global and its Equipment Subsidiaries; (12) Refinancing Indebtedness; (13) Non-Recourse Accounts Receivable Subsidiary Indebtedness and Indebtedness under ARS Promissory Notes, in each case incurred by any Accounts Receivable Subsidiary in a Qualified Receivables Transaction; (14) the Attributable Indebtedness of any Excluded Sale and Leaseback Transaction; and (15) additional Indebtedness of CNH Global and its Restricted Subsidiaries in an aggregate principal amount not to exceed $150.0 million at any one time outstanding. For purposes of determining compliance with this Section 4.10: (A) in the event that an item of Indebtedness or Preferred Stock meets the criteria of more than one of the categories of Indebtedness or Preferred Stock described in clauses (1) through (15) of this Section 4.10(b), or is entitled to be incurred pursuant to this Section 4.10(a), CNH Global may, in its sole discretion, classify such item of Indebtedness or Preferred Stock on the date of its incurrence or, subject to clause (2) below, later reclassify all or a portion of such item of Indebtedness in any manner that complies with this Section 4.10; (a) Indebtedness of CNH Global or any Equipment Subsidiary under any Existing Credit Facility outstanding on the Issue Date shall be deemed to have been incurred pursuant to clause (2) of this Section 4.10(b) and CNH Global shall not be permitted to reclassify any portion of such Indebtedness thereafter, (b) Indebtedness of any Financial Services Subsidiary to CNH Global or any Equipment Subsidiary shall be deemed to have been incurred pursuant to clause (3) of this Section 4.10(b) and (c) Non-Recourse Accounts Receivable Subsidiary Indebtedness outstanding on the Issue Date shall be deemed to have been incurred pursuant to clause (13) of this Section 4.10(b); (C) accrual of interest, accretion or amortization of original issue discount, the payment of interest on any Indebtedness in the form of additional Indebtedness with the same terms and the payment of dividends on Disqualified Capital Stock or Preferred Stock in the form of additional shares of the same class of Disqualified Capital Stock or Preferred Stock shall not be deemed to be an incurrence of Indebtedness or an issuance of Preferred Stock for purposes of this Section 4.10; (D) the maximum amount of Indebtedness that CNH Global or any Restricted Subsidiary may incur pursuant to this Section 4.10 shall not be deemed to be exceeded, with respect to any outstanding Indebtedness, due solely to the result of fluctuations in the exchange rates of currencies; and (E) the U.S. dollar-equivalent principal amount of any Indebtedness or Preferred Stock denominated in a foreign currency shall be calculated based on the relevant currency exchange rate in effect on the date the Indebtedness was incurred, or first committed, in the case of revolving credit Indebtedness, or the Preferred Stock was issued, as applicable; provided that if any Indebtedness is incurred to Refinance Indebtedness 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 the Indebtedness incurred to Refinance such outstanding Indebtedness does not exceed the principal amount of such Indebtedness being Refinanced. (dc) The Company will Additionally, Case New Holland shall not, and will shall not permit any Subsidiary other Guarantor to, directly or indirectly, incur any Indebtedness which that purports to be by its terms (or by the terms of any agreement governing such Indebtedness) is subordinated in right of payment to any other Indebtedness of the Company Case New Holland or of such Subsidiary Guarantor, as the case may be, other than the Notes and the Subsidiary Guarantees, unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) made expressly subordinate in right of payment to the Notes or the Subsidiary any Guarantee of such Subsidiary Guarantor to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of Case New Holland or such Guarantor, as the case may be, pursuant to subordination provisions that are at least as favorable to the holders of the Notes or such Subsidiary Guarantee as the subordination provisions of such Indebtedness (or agreement). (e) For purposes of this Supplemental Indenture, no Indebtedness will be deemed to be subordinate or junior in right of payment to other Indebtedness solely by virtue of not being the benefit of a Lien on assets, or guarantee of a Person, that benefits the other Indebtedness or having the benefit of such a Lien or guarantee ranking subordinate or junior to a Lien or guarantee benefiting the other Indebtedness.