Common use of Limitation on Incurrence of Additional Indebtedness Clause in Contracts

Limitation on Incurrence of Additional Indebtedness. (a) The Issuer will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, assume, guarantee, acquire, become liable, contingently or otherwise, with respect to, or otherwise become responsible for payment of (collectively, “incur”) any 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, the Issuer and its Restricted Subsidiaries may incur Indebtedness (including, without limitation, Acquired Indebtedness) if on the date of the incurrence of such Indebtedness, after giving effect to the incurrence thereof, the Consolidated Fixed Charge Coverage Ratio of the Issuer is greater than 2.00 to 1.00; provided that the aggregate amount of Indebtedness (including Acquired Indebtedness) that may be incurred pursuant to this paragraph by Restricted Subsidiaries that are not Guarantors, together with the aggregate amount of Indebtedness that may be incurred by Restricted Subsidiaries that are not Guarantors pursuant to Sections 10.11(b)(14), (16) and (20), shall not exceed $100.0 million at any one time outstanding.

Limitation on Incurrence of Additional Indebtedness. (a) The Issuer will Company shall not, and will shall not permit any of its Restricted Subsidiaries Subsidiary to, directly or indirectlycreate, createissue, incur, assume, guarantee, acquire, guarantee or in any manner become liabledirectly or indirectly liable with respect to or otherwise become responsible for, contingently or otherwise, with respect to, or otherwise become responsible for the payment of (individually and collectively, to “incur” or, as appropriate, an “incurrence”) ), any Indebtedness (other than Permitted Indebtedness); provided, however, that provided 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, Indebtedness the Issuer Company or any Restricted Subsidiary (other than 2degrees and any of its Restricted Subsidiaries Subsidiaries) may incur Indebtedness (including, without limitation, Acquired Indebtedness) ), if on the date of the incurrence of such Indebtedness, after giving effect to the incurrence and the application of the proceeds thereof, on a pro forma basis, the Consolidated Fixed Charge Coverage Leverage Ratio of the Issuer is greater Company and its Restricted Subsidiaries would be less than 2.00 4.0 to 1.00; provided that 1.0. In addition, unless after giving pro forma effect to any such incurrence, the aggregate amount Senior Secured Leverage Ratio of the Company and the Guarantors would be equal to or less than 3.0 to 1.0, any Indebtedness (including Acquired Indebtedness) that may be incurred pursuant to the foregoing paragraph of this paragraph by Restricted Subsidiaries that are not Guarantors, together with the aggregate amount of Indebtedness that may Section 4.06(a) shall be incurred only (i) by Restricted Subsidiaries that are not Guarantors pursuant to Sections 10.11(b)(14)the Company without any guarantee from any Guarantor, (16ii) and by the Company with a subordinated guarantee from any Guarantor or (20), shall not exceed $100.0 million at iii) on a subordinated basis by any one time outstandingGuarantor.

Limitation on Incurrence of Additional Indebtedness. (a) The Issuer Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, issue, create, incur, assume, guarantee, acquire, guarantee or otherwise directly or indirectly become liable, contingently or otherwise, with respect toliable for, or otherwise become responsible for payment of for, contingently or otherwise (individually or collectively, “incur”to "Incur" or, as appropriate, an "Incurrence"), any Indebtedness (including any Acquired Indebtedness). Neither the accrual of interest (including the issuance of "pay in kind" securities or similar instruments in respect of such accrued interest) any Indebtedness; providedpursuant to the terms of Indebtedness Incurred in compliance with this Section 4.11, howevernor the accretion of original issue discount, that if no Default or Event of Default shall have occurred and be continuing at nor the time of or as a consequence mere extension of the incurrence maturity of any such Indebtedness shall be deemed to be an Incurrence of Indebtedness. Notwithstanding the foregoing, the Issuer Company and its Restricted Subsidiaries any Guarantor may incur Incur Indebtedness (including, without limitation, including Acquired Indebtedness) and any Restricted Subsidiary may Incur Acquired Indebtedness if on the date of the incurrence of such IndebtednessCompany's Annual Operating Cash Flow Ratio, after giving effect to the incurrence thereofIncurrence of such Indebtedness and the application of the proceeds therefrom, would have been less than 7.5 to 1.0 thereafter. In addition, the Consolidated Fixed Charge Coverage Ratio foregoing limitations will not apply to the Incurrence of the Issuer is greater than 2.00 to 1.00; provided that the aggregate amount of Indebtedness following (including Acquired together, "Permitted Indebtedness) that may be incurred pursuant to this paragraph by Restricted Subsidiaries that are not Guarantors, together with the aggregate amount of Indebtedness that may be incurred by Restricted Subsidiaries that are not Guarantors pursuant to Sections 10.11(b)(14), (16) and (20), shall not exceed $100.0 million at any one time outstanding."):

Limitation on Incurrence of Additional Indebtedness. (a) The Issuer will Company shall not, and will shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, assumeassume (whether by a Division or otherwise), guarantee, acquire, become liable, contingently or otherwise, with respect to, or otherwise become responsible for payment of (collectively, “incur”) ), any Indebtedness (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, the Issuer Company and any of its Restricted Subsidiaries may incur Indebtedness (including, without limitation, Acquired Indebtedness) if if, on the date of the incurrence of such Indebtedness, after giving effect to the incurrence thereof, the Issuer’s Consolidated Fixed Charge Coverage Ratio of the Issuer is greater than 2.00 2.0 to 1.001.0; provided that the aggregate amount of no Restricted Subsidiary that is not a Guarantor shall incur any Indebtedness (including Acquired Indebtedness) that may be incurred pursuant to this paragraph by Restricted Subsidiaries that are not Guarantorsclause (a) if the amount of such Indebtedness (other than Acquired Indebtedness), together when aggregated with the aggregate amount of all other Indebtedness that may be incurred by of Restricted Subsidiaries that are not Guarantors pursuant to Sections 10.11(b)(14), incurred under this clause (a) or clause (16) of the definition of “Permitted Indebtedness”, would exceed the greater of (x) $340.0 million and (20), shall not exceed $100.0 million at any one y) 35.0% of Consolidated EBITDA of the Company for the most recently ended Four Quarter Period as of the time outstandingsuch Indebtedness is incurred.

Limitation on Incurrence of Additional Indebtedness. (a) The Issuer Company will not, and will not permit any of its the 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 (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, Indebtedness the Issuer Company and its any Restricted Subsidiaries Subsidiary may incur Indebtedness (including, without limitation, Acquired Indebtedness) if on the date of the incurrence of such Indebtedness, after giving effect to the incurrence and the application of the proceeds thereof, the Consolidated Fixed Charge Coverage Ratio of the Issuer is Company would be greater than 2.00 2.0 to 1.001.0; provided provided, further, that the aggregate principal amount of Indebtedness (including including, without limitation, Acquired Indebtedness) that may be incurred pursuant to this paragraph Section 407(a) by Restricted Subsidiaries that are not GuarantorsGuarantors shall not exceed, together with the aggregate amount of Acquired Indebtedness that may be incurred by Restricted Subsidiaries that are not Guarantors pursuant to Sections 10.11(b)(14)clause (18) of the definition of “Permitted Indebtedness,” (x) prior to any Permitted Separation Transaction, the greater of (16i) $600.0 million and (20)ii) 5.0% of Consolidated Total Assets at the time of incurrence and (y) from and after any Permitted Separation Transaction, shall not exceed the greater of (i) $100.0 600.0 million multiplied by the Post-Separation EBITDA Percentage and (ii) 5.0% of Consolidated Total Assets at any one the time outstandingof incurrence.

Limitation on Incurrence of Additional Indebtedness. (a) The Issuer will Company shall not, and will shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, assume, guarantee, acquire, become liable, contingently or otherwise, with respect to, or otherwise become responsible for payment of (collectively, “incur”"INCUR") any Indebtedness (other than Permitted Indebtedness); 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, the Issuer and its Restricted Subsidiaries Company or any Guarantor may incur Indebtedness (including, without limitation, Acquired Indebtedness) ), if on the date of the incurrence of such Indebtedness, after giving effect to the incurrence thereof, the Consolidated Fixed Charge Coverage Ratio of the Issuer Company is greater than 2.00 2.0 to 1.00; provided that the aggregate 1.0 if such date of incurrence is on or prior to June 1, 2000 and greater than 2.25 to 1.0 thereafter. For purposes of determining any particular amount of Indebtedness under this Section 4.12, (including Acquired Indebtedness1) that may guarantees, Liens or obligations with respect to letters of credit supporting Indebtedness otherwise included in the determination of such particular amount shall not be incurred included and (2) any Liens granted pursuant to this paragraph by Restricted Subsidiaries that are not Guarantors, together with the aggregate amount of Indebtedness that may be incurred by Restricted Subsidiaries that are not Guarantors pursuant equal and ratable provisions referred to Sections 10.11(b)(14), (16) and (20), in Section 4.18 shall not exceed $100.0 million at any one time outstandingbe treated as Indebtedness.

Limitation on Incurrence of Additional Indebtedness. (a) The Issuer Company will not, and will not permit any of its the 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 (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, Indebtedness the Issuer Company and its any Restricted Subsidiaries Subsidiary may incur Indebtedness (including, without limitation, Acquired Indebtedness) if on the date of the incurrence of such Indebtedness, after giving pro forma effect to the incurrence and the application of the proceeds thereof, the Consolidated Fixed Charge Coverage Ratio of the Issuer is Company would be greater than 2.00 2.0 to 1.001.0; provided provided, further, that the aggregate principal amount of Indebtedness (including including, without limitation, Acquired Indebtedness) that may be incurred pursuant to this paragraph Section 407(a) by Restricted Subsidiaries that are not GuarantorsGuarantors shall not exceed, together with the aggregate amount of Acquired Indebtedness that may be incurred by Restricted Subsidiaries that are not Guarantors pursuant to Sections 10.11(b)(14)clause (18) of the definition of “Permitted Indebtedness”, the greater of (16i) $230.0 million and (20), shall not exceed $100.0 million ii) 7.5% of Consolidated Net Tangible Assets at any one the time outstandingof incurrence.

Limitation on Incurrence of Additional Indebtedness. (a) The Issuer will Company shall not, and will shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, assumeassume (whether by a Division or otherwise), guarantee, acquire, become liable, contingently or otherwise, with respect to, or otherwise become responsible for payment of (collectively, “incur”) ), any Indebtedness (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, the Issuer Company and any of its Restricted Subsidiaries may incur Indebtedness (including, without limitation, Acquired Indebtedness) if if, on the date of the incurrence of such Indebtedness, after giving effect to the incurrence thereof, the Issuer’s Consolidated Fixed Charge Coverage Ratio of the Issuer is greater than 2.00 2.0 to 1.001.0; provided that the aggregate amount of no Restricted Subsidiary that is not a Guarantor shall incur any Indebtedness (including Acquired Indebtedness) that may be incurred pursuant to this paragraph by Restricted Subsidiaries that are not Guarantorsclause (a) if the amount of such Indebtedness (other than Acquired Indebtedness), together when aggregated with the aggregate amount of all other Indebtedness that may be incurred by of Restricted Subsidiaries that are not Guarantors pursuant to Sections 10.11(b)(14), incurred under this clause (a) or clause (16) of the definition of “Permitted Indebtedness”, would exceed the greater of (x) $200.0 million and (20), shall not exceed $100.0 million at any one y) 35.0% of Consolidated EBITDA of the Company for the most recently ended Four Quarter Period as of the time outstandingsuch Indebtedness is incurred.

Limitation on Incurrence of Additional Indebtedness. (a) The Issuer will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, assume, guarantee, acquire, become liable, contingently or otherwise, with respect to, or otherwise become responsible for payment of (collectively, “"incur”") any Indebtedness (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, the Issuer and or any of its Restricted Subsidiaries may incur Indebtedness (including, without limitation, Acquired Indebtedness) or issue Disqualified Equity Interests if on the date of the incurrence of such Indebtedness, after giving effect to the incurrence thereof, the Consolidated Fixed Charge Coverage Leverage Ratio of the Issuer is not greater than 2.00 4.75 to 1.001; provided further, however, that the aggregate amount in no event shall Indebtedness of Indebtedness (including Acquired Indebtedness) that may be incurred pursuant to this paragraph by Restricted Subsidiaries that are not Guarantors, together with the aggregate amount of Indebtedness that may be incurred by Restricted Subsidiaries that are not Guarantors incurred pursuant to Sections 10.11(b)(14), the preceding proviso (16or Refinancing Indebtedness thereof) and (20), shall not exceed $100.0 50 million in the aggregate at any one time outstanding.

Limitation on Incurrence of Additional Indebtedness. (a) The Issuer will Company shall not, and will shall not 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 (other than Permitted Indebtedness); 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, the Issuer Company and its Restricted Subsidiaries the Guarantors may incur Indebtedness (including, without limitation, Acquired Indebtedness) and Restricted Subsidiaries of the Company that are not Guarantors may incur Acquired Indebtedness, in each case if on the date of the incurrence of such Indebtedness, after giving effect to the incurrence thereof, the Consolidated Fixed Charge Coverage Ratio of the Issuer is Company would have been greater than 2.00 2.0 to 1.00; provided that the aggregate amount of 1.0 if such Indebtedness (including Acquired Indebtedness) that may be is incurred pursuant on or prior to this paragraph by Restricted Subsidiaries that are not GuarantorsJune 15, together with the aggregate amount of 2002, or 2.25 to 1.0 if such Indebtedness that may be is incurred by Restricted Subsidiaries that are not Guarantors pursuant to Sections 10.11(b)(14), (16) and (20), shall not exceed $100.0 million at any one time outstandingthereafter.

Limitation on Incurrence of Additional Indebtedness. (a) The Issuer Company will not, and will not permit any of its the 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 (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, Indebtedness the Issuer Company and its any Restricted Subsidiaries Subsidiary may incur Indebtedness (including, without limitation, Acquired Indebtedness) if on the date of the incurrence of such Indebtedness, after giving pro forma effect to the incurrence and the application of the proceeds thereof, the Consolidated Fixed Charge Coverage Ratio of the Issuer is Company would be greater than 2.00 2.0 to 1.001.0; provided provided, further, that the aggregate principal amount of Indebtedness (including including, without limitation, Acquired Indebtedness) that may be incurred pursuant to this paragraph Section 407(a) by Restricted Subsidiaries that are not GuarantorsGuarantors shall not exceed, together with the aggregate amount of Acquired Indebtedness that may be incurred by Restricted Subsidiaries that are not Guarantors pursuant to Sections 10.11(b)(14)clause (18) of the definition of “Permitted Indebtedness”, the greater of (16i) $300.0 million and (20), shall not exceed $100.0 million ii) 9.5% of Consolidated Net Tangible Assets at any one the time outstandingof incurrence.

Limitation on Incurrence of Additional Indebtedness. (a) The Issuer Company will not, and will not permit any of its the 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 (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, Indebtedness the Issuer Company and its any Restricted Subsidiaries Subsidiary may incur Indebtedness (including, without limitation, Acquired Indebtedness) if on the date of the incurrence of such Indebtedness, after giving effect to the incurrence and the application of the proceeds thereof, the Consolidated Fixed Charge Coverage Ratio of the Issuer is Company would be greater than 2.00 2.0 to 1.001.0; provided provided, further, that the aggregate principal amount of Indebtedness (including including, without limitation, Acquired Indebtedness) that may be incurred pursuant to this paragraph Section 407(a) by Restricted Subsidiaries that are not GuarantorsGuarantors shall not exceed, together with the aggregate amount of Acquired Indebtedness that may be incurred by Restricted Subsidiaries that are not Guarantors pursuant to Sections 10.11(b)(14)clause (18) of the definition of “Permitted Indebtedness”, (16x) prior to any Permitted Separation Transaction, the greater of (i) $500.0 million and (20)ii) 3.5% of Consolidated Total Assets at the time of incurrence and (y) from and after any Permitted Separation Transaction, shall not exceed the greater of (i) $100.0 500.0 million multiplied by the Post-Separation EBITDA Percentage and (ii) 3.5% of Consolidated Total Assets at any one the time outstandingof incurrence.

Limitation on Incurrence of Additional Indebtedness. (a) The Issuer Company will not, and will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, assume, guarantee, acquire, become liable, contingently or otherwise, with respect to, or otherwise become responsible for payment of (collectively, “"incur”") any Indebtedness (other than Permitted Indebtedness; provided). Notwithstanding the foregoing, 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 Issuer Company and its Restricted Subsidiaries which are Guarantors may incur Indebtedness (including, without limitation, Acquired Indebtedness) and Restricted Subsidiaries of the Company which are not Guarantors may incur Acquired Indebtedness, in each case if on the date of the incurrence of such Indebtedness, after giving effect to the incurrence thereof, the Consolidated Fixed Charge Coverage Ratio of the Issuer Company is greater than 2.00 2.0 to 1.00; provided that 1.0 if such proposed incurrence is on or prior to the aggregate amount third anniversary of the Issue Date and 2.25 to 1.0 if such proposed incurrence is thereafter. Upon the repayment of Indebtedness (including Acquired Indebtedness) that which may be have been incurred pursuant to more than one provision of this paragraph by Restricted Subsidiaries that are not GuarantorsIndenture, together with the aggregate amount of Company may, in its sole discretion, designate which provision such Indebtedness that may be shall have been incurred by Restricted Subsidiaries that are not Guarantors pursuant to Sections 10.11(b)(14), (16) and (20), shall not exceed $100.0 million at any one time outstandingunder.

Limitation on Incurrence of Additional Indebtedness. (a) The Issuer Holdings, Intermediate Holdings and the Issuers will not, and will not permit any of its their Restricted Subsidiaries to, directly or indirectly, create, incur, assume, guarantee, acquire, become liable, contingently or otherwise, with respect to, or otherwise become responsible for payment of (collectively, “"incur”") any Indebtedness (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, Holdings, Intermediate Holdings or the Issuer and its Issuers or any Restricted Subsidiaries Subsidiary of Holdings that is or, upon such incurrence, becomes a Guarantor may incur Indebtedness (including, without limitation, Acquired Indebtedness) and any Restricted Subsidiary of Holdings, Intermediate Holdings or the Issuers that is not or will not, upon such incurrence, become a Guarantor may incur Acquired Indebtedness, in each case, if on the date of the incurrence of such Indebtedness, after giving effect to the incurrence thereof, the Consolidated Fixed Charge Coverage Ratio of Holdings would have been at least 2.0 to 1.0. For purposes of determining compliance with, and the Issuer is greater than 2.00 to 1.00; provided that the aggregate outstanding principal amount of any particular Indebtedness (including Acquired Indebtedness) that may be incurred pursuant to and in compliance with, this paragraph by Restricted Subsidiaries that are not Guarantors, together with the aggregate amount of Indebtedness that may be incurred by Restricted Subsidiaries that are not Guarantors pursuant to Sections 10.11(b)(14), (16) and (20), shall not exceed $100.0 million at any one time outstanding.covenant:

Limitation on Incurrence of Additional Indebtedness. (a) The Issuer will Except as set forth in this Section 4.7, the Company and the Subsidiary Guarantors shall not, and will shall not permit any of its Restricted their Subsidiaries to, directly or indirectly, createissue, assume, guaranty, incur, assume, guarantee, acquire, become liable, contingently directly or otherwise, indirectly liable with respect toto (including as a result of an Acquisition), or otherwise become responsible for payment of for, contingently or otherwise (individually and collectively, “to "incur”" or, as appropriate, an "incurrence"), any Indebtedness (including Acquired Indebtedness), other than Permitted Indebtedness. Notwithstanding the foregoing if (i) any Indebtedness; provided, however, that if no Default or Event of Default shall have occurred and be continuing at the time of of, or as a consequence of the incurrence of any such Indebtedness, the Issuer and its Restricted Subsidiaries may incur Indebtedness (including, without limitation, Acquired Indebtedness) if on the date of the incurrence of such Indebtedness, would occur after giving effect to the on a pro forma basis to, such incurrence thereof, the Consolidated Fixed Charge Coverage Ratio of the Issuer is greater than 2.00 to 1.00; provided that the aggregate amount of Indebtedness (including Acquired Indebtedness) that may be incurred pursuant to this paragraph by Restricted Subsidiaries that are not Guarantors, together with and (ii) on the aggregate amount date of Indebtedness that may be incurred by Restricted Subsidiaries that are not Guarantors pursuant to Sections 10.11(b)(14such incurrence (the "Incurrence Date"), the Consolidated Coverage Ratio of the Company for the Reference Period immediately preceding the Incurrence Date, after giving effect on a pro forma basis to such incurrence of such Indebtedness and, to the extent set forth in the definition of Consolidated Coverage Ratio, the use of proceeds thereof, would be at least 2.0 to 1.0 (16) and (20the "Debt Incurrence Ratio"), shall then the Company and the Subsidiary Guarantors may incur such Indebtedness (including Acquired Indebtedness). In addition, the foregoing limitations will not exceed $100.0 million at any one time outstanding.apply to:

Limitation on Incurrence of Additional Indebtedness. (a) The Issuer Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, issue, create, incur, assume, guarantee, acquire, guarantee or otherwise directly or indirectly become liable, contingently or otherwise, with respect toliable for, or otherwise become responsible for payment of for, contingently or otherwise (individually or collectively, “incur”to "Incur" or, as appropriate, an "Incurrence"), any Indebtedness (including any Acquired Indebtedness). Neither the accrual of interest (including the issuance of "pay in kind" securities or similar instruments in respect of such accrued interest) any Indebtedness; providedpursuant to the terms of Indebtedness Incurred in compliance with this Section 4.11, howevernor the accretion of original issue discount, that if no Default or Event of Default shall have occurred and be continuing at nor the time of or as a consequence mere extension of the incurrence maturity of any such Indebtedness shall be deemed to be an Incurrence of Indebtedness. Notwithstanding the foregoing, the Issuer Company and its Restricted Subsidiaries any Guarantor may incur Incur Indebtedness (including, without limitation, including Acquired Indebtedness) and any Restricted Subsidiary may Incur Acquired Indebtedness if on the date of the incurrence of such IndebtednessCompany's Annual Operating Cash Flow Ratio, after giving effect to the incurrence thereofIncurrence of such Indebtedness and the application of the proceeds therefrom, would have been less than 8.25 to 1.0 at any time prior to December 31, 2000 and 7.5 to 1.0 thereafter. In addition, the Consolidated Fixed Charge Coverage Ratio foregoing limitations will not apply to the Incurrence of the Issuer is greater than 2.00 to 1.00; provided that the aggregate amount of Indebtedness (including Acquired Indebtedness) that may be incurred pursuant to this paragraph by Restricted Subsidiaries that are not Guarantors, together with the aggregate amount of Indebtedness that may be incurred by Restricted Subsidiaries that are not Guarantors pursuant to Sections 10.11(b)(14), (16) and (20), shall not exceed $100.0 million at any one time outstanding.following:

Limitation on Incurrence of Additional Indebtedness. (a) The Issuer will Company shall not, and will shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, assume, guarantee, acquire, become liable, contingently or otherwise, with respect to, or otherwise become responsible for payment of (collectively, “"incur”") any Indebtedness ----- (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, the Issuer Company and its Restricted Subsidiaries may incur Indebtedness (including, without limitation, Acquired Indebtedness) if on the date of the incurrence of such Indebtedness, after giving effect to the incurrence thereof, the Consolidated Fixed Charge Coverage Ratio of the Issuer Company is greater than 2.00 2.0 to 1.001.0 if such incurrence is on or prior to June 30, 2002 and 2.25 to 1.0 if such incurrence is thereafter; provided that the aggregate amount of Indebtedness (including other than Acquired Indebtedness) that -------- may be incurred pursuant to this paragraph the foregoing by Restricted Subsidiaries of the Company that are have not Guarantors, together Guaranteed the Securities in compliance with the aggregate amount of Indebtedness that may be incurred by Restricted Subsidiaries that are not Guarantors pursuant to Sections 10.11(b)(14), (16) and (20), Section 4.15 or 4.21 shall not exceed $100.0 million 50.0 million, in the case of the Domestic Restricted Subsidiaries, and $50.0 million, in the case of the Foreign Restricted Subsidiaries, in each case, at any one time outstanding.

Limitation on Incurrence of Additional Indebtedness. (a) The Issuer Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, assume, guarantee, acquire, become liable, contingently or otherwise, with respect to, or otherwise become responsible for payment of (collectively, “"incur”") any Indebtedness (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, the Issuer and its Restricted Subsidiaries Company and/or any Guarantor may incur Indebtedness (including, without limitation, Acquired Indebtedness) if on the date of the incurrence of such Indebtedness, after giving effect to the incurrence thereof, the Consolidated Fixed Charge Coverage Ratio of the Issuer Company is greater than 2.00 (a) 2.0 to 1.00; provided 1.0 if the date of such incurrence is on or prior to December 15, 2000, or (b) 2.25 to 1.0 if the date of such incurrence is after December 15, 2000. For the purposes of determining compliance with this Section 4.04, in the event that the aggregate amount an item of Indebtedness (including Acquired Indebtedness) that may meets the criteria of more than one of the categories of Permitted Indebtedness or is otherwise entitled to be incurred pursuant to this paragraph by Restricted Subsidiaries that are not GuarantorsSection 4.04, together with the aggregate amount Company shall, in its sole discretion, classify (or reclassify) such item of Indebtedness in any manner that may complies with this Section 4.04 and such items of Indebtedness will be treated as having been incurred by Restricted Subsidiaries that are not Guarantors pursuant to Sections 10.11(b)(14), (16) and (20), shall only one of such clauses or pursuant to the first paragraph hereof. Accrual of interest or accretion of accreted value will not exceed $100.0 million at any one time outstandingbe deemed to be an incurrence of Indebtedness for purposes of this Section 4.04.

Limitation on Incurrence of Additional Indebtedness. (a) The Issuer will Company shall not, and will shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, assume, guarantee, acquire, become liable, contingently or otherwise, with respect to, or otherwise become responsible for payment of (collectively, “"incur”") any Indebtedness (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, the Issuer and Company or any of its Restricted Subsidiaries may incur Indebtedness (including, without limitation, Acquired Indebtedness) if on the date of the incurrence of such Indebtedness, after giving effect to the incurrence thereof, the Consolidated Fixed Charge Coverage Ratio of the Issuer Company is greater than 2.00 (i) 2.0 to 1.001.0, if the Indebtedness is to be incurred prior to Xxxxxx 0, 0000, (xx) 2.25 to 1.0, if the Indebtedness is to be incurred on or after August 1, 2000 and prior to August 1, 2002, or (iii) 2.50 to 1.0, if the Indebtedness is to be incurred on or after August 1, 2002; provided provided, further, however, that the aggregate Company shall not be permitted to exchange any of its Senior Exchangeable Preferred Stock for Junior Subordinated Notes or any other instrument of Indebtedness unless, after giving effect to the exchange thereof, the Consolidated Fixed Charge Coverage Ratio of the Company is greater than 2.75 to 1.0. For purposes of determining compliance with this Section 4.12, (i) in the event that an item of Indebtedness meets the criteria of more than one of the types of Indebtedness permitted by this covenant, the Company in its sole discretion will classify such item of Indebtedness and will only be required to include the amount and type of each class of Indebtedness in the test specified in the first paragraph of this covenant or in one of the clauses of the definition of the term Permitted Indebtedness, (ii) the amount of Indebtedness issued at a price which is less than the principal amount thereof shall be equal to the amount of liability in respect thereof determined in accordance with GAAP, (including iii) Indebtedness incurred in connection with, or in contemplation of, any transaction described in the definition of the term Acquired IndebtednessIndebtedness shall be deemed to have been incurred by the Company or one of its Restricted Subsidiaries, as the case may be, at the time an acquired Person becomes such a Restricted Subsidiary (or is merged into the Company or such a Restricted Subsidiary) that or at the time of the acquisition of assets, as the case may be, and (iv) guarantees or Liens supporting Indebtedness permitted to be incurred under this Section 4.12 may be incurred pursuant to this paragraph by Restricted Subsidiaries that are not Guarantors, together issued or granted if otherwise issued or granted in accordance with the aggregate amount terms of Indebtedness that may be incurred by Restricted Subsidiaries that are not Guarantors pursuant to Sections 10.11(b)(14), (16) and (20), shall not exceed $100.0 million at any one time outstandingthis Indenture.