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

Limitation on Incurrence of Additional Indebtedness. (1) The Issuer will not, and will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, Incur any Indebtedness, including Acquired Indebtedness, without duplication, or permit any Restricted Subsidiary to Incur Preferred Stock, except that: (a) the Issuer, any Note Guarantor or a Permitted Joint Venture (other than Comegua and its Subsidiaries) may Incur Indebtedness, including Acquired Indebtedness, if, at the time of and immediately after giving pro forma effect to the Incurrence thereof and the application of the proceeds therefrom, the Consolidated Fixed Charge Coverage Ratio of the Issuer is greater than (i) 2.50 to 1.00, if such Indebtedness is Incurred on or prior to the second anniversary of the Issue Date, (ii) 2.75 to 1.00 if such Indebtedness is Incurred after the second anniversary of the Issue Date but on or prior to the fourth anniversary of the Issue Date, and (iii) 3.00 to 1.00 if such Indebtedness if Incurred after the fourth anniversary of the Issue Date, or (b) Comegua and its Subsidiaries may Incur Indebtedness, including Acquired Indebtedness, if, at the time of and immediately after giving pro forma effect to the Incurrence thereof and the application of the proceeds therefrom, the Consolidated Fixed Charge Coverage Ratio of Comegua is greater than (i) 2.50 to 1.00, if such Indebtedness is Incurred on or prior to the second anniversary of the Issue Date, (ii) 2.75 to 1.00 if such Indebtedness is Incurred after the second anniversary of the Issue Date but on or prior to the fourth anniversary of the Issue Date, and (iii) 3.00 to 1.00 if such Indebtedness if Incurred after the fourth anniversary of the Issue Date. (2) Notwithstanding clause (1) above, the Issuer and its Restricted Subsidiaries, as applicable, may Incur the following Indebtedness, including Acquired Indebtedness, if applicable (“Permitted Indebtedness”): (a) Indebtedness of the Issuer in respect of the Notes not to exceed an amount equal to (A) the lesser of (i) $250 million and (ii) $400 million minus the aggregate principal amount of all Senior Credit Facilities at any one time outstanding, minus (B) the sum of (x) the aggregate principal amount of any Indebtedness incurred to refinance the Notes pursuant to (k)(ii) below at any one time outstanding and (y) the amount of all permanent repayments, redemptions, repurchases or reductions of commitments, as applicable, in respect of the Notes and the Senior Credit Facilities made with the Net Cash Proceeds of an Asset Sale, a Collateral Asset Sale or Event of Loss in order to comply with Section 3.9; (b) Indebtedness Incurred by the Issuer and any Note Guarantor pursuant to any Senior Credit Facilities in an aggregate principal amount at any one time outstanding not to exceed an amount equal to (A) $400 million minus the aggregate principal amount of the Notes at any one time outstanding, minus (B) the sum of (x) the aggregate principal amount of any Indebtedness incurred to refinance the Notes pursuant to (k)(ii) below at any one time outstanding and (y) the amount of all permanent repayments, redemptions, repurchases or reductions of commitments, as applicable, in respect of the Notes and the Senior Credit Facilities made with the Net Cash Proceeds of an Asset Sale, a Collateral Asset Sale or Event of Loss in order to comply with Section 3.9; (c) Indebtedness of the Issuer or any Note Guarantor to Vitro or SOFIVSA, in an aggregate principal amount not to exceed $400 million at any one time outstanding, minus any amounts outstanding at any one time under the Senior Credit Facilities; (d) Indebtedness of the Issuer or any Note Guarantor in respect of a Qualified Receivables Transaction; (e) Indebtedness of the Issuer or any Note Guarantor Incurred for working capital needs, to fund capital expenditures and to make interest payments, in each case in the ordinary course of business, in an aggregate principal amount not to exceed $75 million at any one time outstanding; (f) Indebtedness of the Issuer and its Restricted Subsidiaries outstanding on the Issue Date; (g) Hedging Obligations entered into by the Issuer and its Restricted Subsidiaries in the ordinary course of business and not for speculative purposes; (h) intercompany Indebtedness or Preferred Stock between the Issuer and any Restricted Subsidiary or between any Restricted Subsidiaries; provided that in the event that at any time any such Indebtedness ceases to be held by the Issuer or a Restricted Subsidiary, such Indebtedness will be deemed to be Incurred and not permitted by this clause (h) at the time such event occurs; (i) Indebtedness of the Issuer or any of its Restricted Subsidiaries arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently (including daylight overdrafts paid in full by the close of business on the day such overdraft was Incurred) drawn against insufficient funds in the ordinary course of business; provided that such Indebtedness is extinguished within five Business Days of Incurrence; (j) Indebtedness of the Issuer or any of its Restricted Subsidiaries represented by bankers’ acceptances, surety or appeal bonds, letters of credit, performance bonds or similar instruments for the account of the Issuer or any Restricted Subsidiary, as the case may be, in order to provide security for workers’ compensation claims, payment obligations in connection with self-insurance or similar requirements in the ordinary course of business; (k) Refinancing Indebtedness in respect of: (i) Indebtedness (other than Indebtedness owed to the Issuer or any Subsidiary) Incurred pursuant to clause (1) above (it being understood that no Indebtedness outstanding on the Issue Date is Incurred pursuant to such clause (1) above), or (ii) Indebtedness Incurred pursuant to clauses (a), (f) or (l) or this clause (k) of this definition of “Permitted Indebtedness”; (l) Acquired Indebtedness of a Restricted Subsidiary Incurred and outstanding on or prior to the date on which such Restricted Subsidiary was acquired by the Issuer (other than Acquired Indebtedness 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 Issuer); provided, however, that on the date of such acquisition and after giving pro forma effect to the Incurrence of such Acquired Indebtedness, the Issuer (or in the case of Acquired Indebtedness of a Subsidiary of Comegua, Comegua) would have been able to Incur at least $1.00 of additional Indebtedness pursuant to clause (1) above; (m) Indebtedness arising from agreements providing for indemnification, adjustment of purchase price or similar obligations, or from Guarantees, letters of credit, escrows or other similar instruments securing the obligations of the Issuer or any Restricted Subsidiary pursuant to such agreements, in any case Incurred in connection with the disposition of any business, assets or Restricted Subsidiary, in a principal amount not to exceed the sale price (including the assumption of Indebtedness) in connection with such disposition; (n) Indebtedness with respect to bankers’ acceptances, surety or appeal bonds, letters of credit, performance bonds or similar instruments securing obligations entered into in the ordinary course of business of the Issuer and its Restricted Subsidiaries to the extent such letters of credit, performance bonds or similar instruments are not drawn upon or, if and to the extent drawn upon, such drawing is reimbursed no later than the tenth Business Day following payment on the letter of credit, performance bonds or similar instrument;

Limitation on Incurrence of Additional Indebtedness. (1a) The Issuer Borrower will not, and will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, Incur any Indebtedness, including Acquired Indebtedness, without duplication, or permit any Restricted Subsidiary to Incur Preferred Stock, except that: (ai) the IssuerBorrower, any Note Guarantor or a Permitted Joint Venture (other than Comegua and its Subsidiaries) may Incur Indebtedness, including Acquired Indebtedness, if, at the time of and immediately after giving pro forma effect to the Incurrence thereof and the application of the proceeds therefrom, the Consolidated Fixed Charge Coverage Ratio of the Issuer Borrower is greater than (ix) 2.50 to 1.00, if such Indebtedness is Incurred on or prior to the second anniversary of the Issue DateJuly 23, 2006, (iiy) 2.75 to 1.00 if such Indebtedness is Incurred after the second anniversary of the Issue Date July 23, 2006 but on or prior to the fourth anniversary of the Issue DateJuly 23, 2008, and (iiiz) 3.00 to 1.00 if such Indebtedness if is Incurred after the fourth anniversary of the Issue DateJuly 23, 2008; or (bii) Comegua and its Subsidiaries may Incur Indebtedness, including Acquired Indebtedness, if, at the time of and immediately after giving pro forma effect to the Incurrence thereof and the application of the proceeds therefrom, the Consolidated Fixed Charge Coverage Ratio of Comegua is greater than (ix) 2.50 to 1.00, if such Indebtedness is Incurred on or prior to the second anniversary of the Issue DateJuly 23, 2006, (iiy) 2.75 to 1.00 if such Indebtedness is Incurred after the second anniversary of the Issue Date July 23, 2006 but on or prior to the fourth anniversary of the Issue DateJuly 23, 2008, and (iiiz) 3.00 to 1.00 if such Indebtedness if is Incurred after the fourth anniversary of the Issue DateJuly 23, 2008. (2b) Notwithstanding clause (1a) above, the Issuer Borrower and its Restricted Subsidiaries, as applicable, may Incur the following Indebtedness, including Acquired Indebtedness, if applicable (“Permitted Indebtedness”): (ai) Indebtedness of the Issuer Borrower in respect of the Existing Senior Notes not to exceed an amount equal to (A) the lesser of (i) $250 million and (ii) $400 million minus the aggregate principal amount of all Senior Credit Facilities at any one time outstanding, minus (B) the sum of (x) the aggregate principal amount of any Indebtedness incurred to refinance the Existing Senior Notes pursuant to (k)(iixi)(B) below at any one time outstanding and (y) the amount of all permanent repayments, redemptions, repurchases or reductions of commitments, as applicable, in respect of the Existing Senior Notes and the Senior Credit Facilities made with the Net Cash Proceeds of an Asset Sale, a Collateral Asset Sale or Event of Loss in order to comply with Section 3.93.9 of the Existing Senior Note Indenture; (bii) Indebtedness Incurred by the Issuer Borrower and any Note Guarantor pursuant to under any Senior Credit Facilities (including Indebtedness under the Loan Documents and any other Indebtedness deemed to be a Senior Credit Facility after the date hereof) in an aggregate principal amount at any one time outstanding not to exceed an amount equal to (A) $400 million minus the aggregate principal amount of the Existing Senior Notes at any one time outstanding, minus (B) the sum of (x) the aggregate principal amount of any Indebtedness incurred to refinance the Existing Senior Notes pursuant to (k)(iixi)(B) below at any one time outstanding and (y) the amount of all permanent repayments, redemptions, repurchases or reductions of commitments, as applicable, in respect of the Existing Senior Notes and the Senior Credit Facilities made with the Net Cash Proceeds of an Asset Sale, a Collateral Asset Sale or Event of Loss in order to comply with Section 3.93.9 of the Existing Senior Note Indenture; (ciii) Indebtedness of the Issuer Borrower or any Note Guarantor to Vitro or SOFIVSA, in an aggregate principal amount not to exceed $400 million at any one time outstanding, minus any amounts outstanding at any one time under the Senior Credit Facilities; (div) Indebtedness of the Issuer Borrower or any Note Guarantor in respect of a Qualified Receivables Transaction; (ev) Indebtedness of the Issuer Borrower or any Note Guarantor Incurred for working capital needs, to fund capital expenditures and to make interest payments, in each case in the ordinary course of business, in an aggregate principal amount not to exceed $75 million at any one time outstanding; (fvi) Indebtedness of the Issuer Borrower and its Restricted Subsidiaries outstanding on the Issue Original Effective Date; (gvii) Hedging Obligations entered into by the Issuer Borrower and its Restricted Subsidiaries in the ordinary course of business and not for speculative purposes; (hviii) intercompany Indebtedness or Preferred Stock between the Issuer Borrower and any Restricted Subsidiary or between any Restricted Subsidiaries; provided that in the event that at any time any such Indebtedness ceases to be held by the Issuer Borrower or a Restricted Subsidiary, such Indebtedness will be deemed to be Incurred and not permitted by this clause (hviii) at the time such event occurs; (iix) Indebtedness of the Issuer Borrower or any of its Restricted Subsidiaries arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently (including daylight overdrafts paid in full by the close of business on the day such overdraft was Incurred) drawn against insufficient funds in the ordinary course of business; provided that such Indebtedness is extinguished within five Business Days of Incurrence; (jx) Indebtedness of the Issuer Borrower or any of its Restricted Subsidiaries represented by bankers’ acceptances, surety or appeal bonds, letters of credit, performance bonds or similar instruments for the account of the Issuer Borrower or any Restricted Subsidiary, as the case may be, in order to provide security for workers’ compensation claims, payment obligations in connection with self-self insurance or similar requirements in the ordinary course of business; (kxi) Refinancing Indebtedness in respect of: (iA) Indebtedness (other than Indebtedness owed to the Issuer Borrower or any Subsidiary) Incurred pursuant to clause (1a) above (it being understood that no Indebtedness outstanding on the Issue Original Effective Date is Incurred pursuant to such clause (1a) above), or (iiB) Indebtedness Incurred pursuant to clauses (ai), (fvi) or (lxii) or this clause (kxi) of this definition of “Permitted Indebtedness”; (lxii) Acquired Indebtedness of a Restricted Subsidiary Incurred and outstanding on or prior to the date on which such Restricted Subsidiary was acquired by the Issuer Borrower (other than Acquired Indebtedness 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 IssuerBorrower); provided, however, that on the date of such acquisition and after giving pro forma effect to the Incurrence of such Acquired Indebtedness, the Issuer Borrower (or in the case of Acquired Indebtedness of a Subsidiary of Comegua, Comegua) would have been able to Incur at least $1.00 of additional Indebtedness pursuant to clause (1a) above; (mxiii) Indebtedness arising from agreements providing for indemnification, adjustment of purchase price or similar obligations, or from Guarantees, letters of credit, escrows or other similar instruments securing the obligations of the Issuer Borrower or any Restricted Subsidiary pursuant to such agreements, in any case Incurred in connection with the disposition of any business, assets or Restricted Subsidiary, in a principal amount not to exceed the sale price (including the assumption of Indebtedness) in connection with such disposition; (nxiv) Indebtedness with respect to bankers’ acceptances, surety or appeal bonds, letters of credit, performance bonds or similar instruments securing obligations entered into in the ordinary course of business of the Issuer Borrower and its Restricted Subsidiaries to the extent such letters of credit, performance bonds or similar instruments are not drawn upon or, if and to the extent drawn upon, such drawing is reimbursed no later than the tenth Business Day following payment on the letter of credit, performance bonds or similar instrument;

Limitation on Incurrence of Additional Indebtedness. (1) The Issuer and Disqualified Capital Stock. Except as set forth below, the Company will ------------------------------- not, and the Company will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, Incur any Indebtednessissue, assume, guaranty, incur, become directly or indirectly liable with respect to (including Acquired Indebtednessas a result of an acquisition, without duplicationmerger or consolidation), or permit otherwise become responsible for, contingently or otherwise (individually and collectively, to "incur," or, as appropriate, an "incurrence"), any Restricted Subsidiary to Incur Preferred Stock, except thatIndebtedness or any Disqualified Capital Stock from and after the Issue Date. Notwithstanding the foregoing: (a) the Issuer, any Note Guarantor or a Permitted Joint Venture (other than Comegua Company and its SubsidiariesSubsidiaries may incur Subordinated Indebtedness and Disqualified Capital Stock (i) may Incur Indebtedness, including Acquired Indebtedness, if, if no Default or Event of Default shall have occurred and be continuing at the time of and immediately of, or would occur after giving effect on a pro forma effect basis to, such incurrence of Subordinated Indebtedness or Disqualified Capital Stock, (ii) in an aggregate principal amount of up to $30 million if, on the date of such incurrence (the "Incurrence thereof and the application of the proceeds therefromDate"), the Consolidated Fixed Charge Coverage Ratio of the Issuer is greater than (i) 2.50 to 1.00, if such Indebtedness is Incurred on or prior to Company for the second anniversary of Reference Period immediately preceding the Issue Incurrence Date, (ii) 2.75 after giving effect on a pro forma basis to 1.00 if such incurrence of such Subordinated Indebtedness is Incurred after the second anniversary of the Issue Date but on or prior Disqualified Capital Stock, would be at least 2.5 to the fourth anniversary of the Issue Date1, and (iii) 3.00 to 1.00 if such Indebtedness if Incurred after the fourth anniversary of the Issue Date, or (b) Comegua and its Subsidiaries may Incur Indebtedness, including Acquired Indebtedness, if, at the time of and immediately after giving pro forma effect to the Incurrence thereof and the application of the proceeds therefrom, the Consolidated Fixed Charge Coverage Ratio of Comegua is greater than (i) 2.50 to 1.00, if such Indebtedness is Incurred on or prior to the second anniversary of the Issue Date, (ii) 2.75 to 1.00 if such Indebtedness is Incurred after the second anniversary of the Issue Date but on or prior to the fourth anniversary of the Issue Date, and (iii) 3.00 to 1.00 if such Indebtedness if Incurred after the fourth anniversary of the Issue Date. (2) Notwithstanding clause (1) above, the Issuer and its Restricted Subsidiaries, as applicable, may Incur the following Indebtedness, including Acquired Indebtedness, if applicable (“Permitted Indebtedness”): (a) Indebtedness of the Issuer in respect of the Notes not to exceed an amount equal to (A) the lesser of (i) $250 million and (ii) $400 million minus the aggregate principal amount of all Senior Credit Facilities at any one time outstandingup to $50 million if, minus (B) on the sum of (x) Incurrence Date, the aggregate principal amount of any Indebtedness incurred to refinance the Notes pursuant to (k)(ii) below at any one time outstanding and (y) the amount of all permanent repayments, redemptions, repurchases or reductions of commitments, as applicable, in respect Consolidated Coverage Ratio of the Notes and Company for the Senior Credit Facilities made with the Net Cash Proceeds Reference Period immediately preceding such Incurrence Date, after giving effect on a pro forma basis to such incurrence of an Asset Salesuch Subordinated Indebtedness or Disqualified Capital Stock, a Collateral Asset Sale or Event of Loss in order would be at least 3.0 to comply with Section 3.91; (b) the Company and its Subsidiaries may incur (i) Indebtedness Incurred evidenced by the Issuer Notes (including the issuance of Secondary Securities in lieu of cash interest payments pursuant to the terms of this Indenture) and represented by this Indenture up to the amounts specified herein and therein as of the date hereof and thereof and (ii) Indebtedness evidenced by the Contingent Notes and represented by the Contingent Notes Indenture up to the amounts specified therein as of the dates thereof; (c) the Company and any Note Guarantor pursuant to any Senior Credit Facilities Subsidiary may incur Permitted FF&E Financing in an aggregate principal amount of up to $25 million, (the "FF&E Basket") during the period from the Issue Date until the third anniversary of the Casino Opening Date; on the third anniversary of the Casino Opening Date, the FF&E Basket shall increase by $2,000,000; and the FF&E Basket shall increase by an additional $2,000,000 on each subsequent anniversary of the Casino Opening Date; provided, however, that in each case the aggregate amount of Indebtedness incurred pursuant to this paragraph (c) (including any Indebtedness issued to refinance, replace or refund such Indebtedness) with respect to each item of FF&E shall not constitute more than 100% of the cost to the Company and such Subsidiary of such item of FF&E so purchased or leased; (d) the Company and any Subsidiary may incur Indebtedness the proceeds of which are used for working capital pursuant to, or in respect of, the Revolving Loans in an aggregate amount outstanding at any one time outstanding (including any Indebtedness issued to refinance, replace or refund such Indebtedness) not to exceed an amount equal $25 million; (e) the Company and any Subsidiary may incur (i) Non-recourse Indebtedness and (ii) up to (A) $400 50 million minus the in aggregate principal amount of Subordinated Indebtedness, in each case in respect of the Notes at any one time outstanding, minus Project Cost of a Project Expansion; (Bf) the sum of (x) the aggregate principal amount of Company and any Subsidiary may incur Refinancing Indebtedness with respect to any Indebtedness incurred to refinance the Notes pursuant to (k)(ii) below at any one time outstanding and (y) the amount of all permanent repayments, redemptions, repurchases or reductions of commitmentsDisqualified Capital Stock, as applicable, described in respect clauses (a) through (e) and (h) and (i) of this covenant so long as, in the Notes case of Indebtedness used to refinance, refund, or replace Indebtedness in clauses (c), (d) and (e), such Refinancing Indebtedness satisfies the Senior Credit Facilities made with the Net Cash Proceeds applicable requirements of an Asset Sale, a Collateral Asset Sale or Event of Loss in order to comply with Section 3.9such clauses; (cg) the Company and any Subsidiary may incur Permitted Indebtedness; (h) the Company and any Guarantor may incur Indebtedness of pursuant to, or in respect of, (i) the Issuer or any Note Guarantor to Vitro or SOFIVSA, Tranche A-1 Term Loans in an aggregate principal amount outstanding at any time not to exceed $400 million at any one time outstanding10,000,000, minus any amounts outstanding at any one time under (ii) the Senior Credit Facilities; (d) Indebtedness of the Issuer or any Note Guarantor in respect of a Qualified Receivables Transaction; (e) Indebtedness of the Issuer or any Note Guarantor Incurred for working capital needs, to fund capital expenditures and to make interest payments, in each case in the ordinary course of business, Tranche A-2 Term Loans in an aggregate principal amount outstanding at any time not to exceed $75 million at any one time outstanding; 20,000,000, (fiii) Indebtedness of the Issuer and its Restricted Subsidiaries Tranche A-3 Term Loans in an aggregate principal amount outstanding on the Issue Date; (g) Hedging Obligations entered into by the Issuer and its Restricted Subsidiaries in the ordinary course of business and not for speculative purposes; (h) intercompany Indebtedness or Preferred Stock between the Issuer and any Restricted Subsidiary or between any Restricted Subsidiaries; provided that in the event that at any time not to exceed $30,000,000, (iv) the Tranche B-1 Term Loans in an aggregate principal amount outstanding at any such Indebtedness ceases time not to be held by exceed $30,000,000, and (v) the Issuer or a Restricted SubsidiaryTranche B-2 Term Loans in an aggregate principal amount outstanding at any time not to exceed $121,500,000 (in each case, such Indebtedness will be deemed less the amount of any permanent reductions in the principal amounts thereunder pursuant to be Incurred and not permitted by this clause (h) at the time such event occursSection 5.14); (i) Indebtedness of the Issuer or Company and any of its Restricted Subsidiaries arising from may incur Indebtedness incurred pursuant to the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently Completion Guarantees (including daylight overdrafts paid in full by without limitation under the close Completion Loan Agreement), the HET Loan Guaranty and the Indemnity Agreement or arising as a result of business on the day such overdraft was Incurred) drawn against insufficient funds in the ordinary course of business; provided that such Indebtedness is extinguished within five Business Days of Incurrenceany payment made thereunder; (j) the Company and any Subsidiary may accrue Management Fees and all other amounts owing under the Management Agreement; (k) the Company and any Subsidiary may incur Subordinated Indebtedness to any of the Issuer or any stockholders of JCC Holding; (l) the Company and its Restricted Subsidiaries represented by bankers’ acceptances, surety or appeal bonds, letters of credit, performance bonds or similar instruments for the account of the Issuer or any Restricted Subsidiary, as the case may be, in order to provide security for workers’ compensation claims, payment obligations in connection with self-insurance or similar requirements incur Indebtedness under Interest Rate Agreements in the ordinary course of business; (km) Refinancing the Company and its Subsidiaries may incur Subordinated Indebtedness pursuant to, or in respect of:, the Subordinated Credit Facility in an aggregate principal amount outstanding at any time not to exceed $22,500,000; (n) the Company and its Subsidiaries may incur Subordinated Indebtedness evidenced by (i) the Convertible Junior Subordinated Debentures in an aggregate principal amount outstanding at any time not to exceed $27,000,000; and (ii) additional Convertible Junior Subordinated Debentures in lieu of cash interest payments in accordance with the terms of the Convertible Junior Subordinated Debentures Indenture; (o) the Company and any Subsidiary may incur Indebtedness pursuant to, or in connection with, any Minimum Payment Guaranty Documents or Minimum Payment Guaranty Obligations; and (p) the Company and any Subsidiary may incur Indebtedness which constitutes Protective Advances (as defined in the Intercreditor Agreement) in accordance with the terms of the Intercreditor Agreement. Notwithstanding the other than provisions of this covenant, neither the Company nor any of its Subsidiaries may incur any Indebtedness owed to the Issuer or issue any Subsidiary) Incurred Disqualified Capital Stock pursuant to clause (1) above (it being understood that no Indebtedness outstanding on the Issue Date is Incurred pursuant to such clause (1) above), or (ii) Indebtedness Incurred pursuant to clauses (a), (fc) or (le) or this clause (k) until the Casino Completion Date shall have occurred in accordance with the terms of this definition of “Permitted Indebtedness”; (l) Acquired Indebtedness of a Restricted Subsidiary Incurred and outstanding on or prior to the date on which such Restricted Subsidiary was acquired by the Issuer (other than Acquired Indebtedness 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 Issuer); provided, however, that on the date of such acquisition and after giving pro forma effect to the Incurrence of such Acquired Indebtedness, the Issuer (or in the case of Acquired Indebtedness of a Subsidiary of Comegua, Comegua) would have been able to Incur at least $1.00 of additional Indebtedness pursuant to clause (1) above; (m) Indebtedness arising from agreements providing for indemnification, adjustment of purchase price or similar obligations, or from Guarantees, letters of credit, escrows or other similar instruments securing the obligations of the Issuer or any Restricted Subsidiary pursuant to such agreements, in any case Incurred in connection with the disposition of any business, assets or Restricted Subsidiary, in a principal amount not to exceed the sale price (including the assumption of Indebtedness) in connection with such disposition; (n) Indebtedness with respect to bankers’ acceptances, surety or appeal bonds, letters of credit, performance bonds or similar instruments securing obligations entered into in the ordinary course of business of the Issuer and its Restricted Subsidiaries to the extent such letters of credit, performance bonds or similar instruments are not drawn upon or, if and to the extent drawn upon, such drawing is reimbursed no later than the tenth Business Day following payment on the letter of credit, performance bonds or similar instrument;Indenture.

Limitation on Incurrence of Additional Indebtedness. (1a) The Issuer Company will not, and will not cause or permit any of its Restricted Subsidiaries toSubsidiaries, directly or indirectly, Incur to issue, incur, assume, guarantee, become liable, contingently or otherwise, with respect to or otherwise become responsible for the payment of (collectively, "incur") any Indebtedness, including Acquired Indebtedness, without duplication, or permit any Restricted Subsidiary to Incur Preferred Stock, except that: (a) the Issuer, any Note Guarantor or a Permitted Joint Venture Indebtedness (other than Comegua Permitted Indebtedness); provided, however, that if no Default or Event of Default shall have occurred and its Subsidiaries) may Incur Indebtedness, including Acquired Indebtedness, if, be continuing at the time or as a consequence of and immediately the incurrence of such Indebtedness, the Company or its Subsidiaries that are Guarantors may incur Indebtedness if, on a pro forma basis, after giving pro forma effect to the Incurrence thereof such incurrence and the application of the proceeds therefrom, both of the following tests shall have been satisfied: (i) the Consolidated Fixed Charge Interest Coverage Ratio for the Reference Period immediately preceding the incurrence of the Issuer such Indebtedness is at least (a) 2.5-to-1.0 with respect to any date of incurrence of additional Indebtedness occurring on or before September 1, 1998 or (b) 3.0-to-1.0 with respect to any date of incurrence of additional Indebtedness occurring after September 1, 1998 and (ii) Adjusted Consolidated Net Tangible Assets would have been equal to or greater than (iA) 2.50 to 1.00, if such 125% of Indebtedness is Incurred of the Company and its Subsidiaries on or prior to the second anniversary before September 1, 1998, (B) 150% of Indebtedness of the Issue DateCompany and its Subsidiaries after September 1, 1998 and on or before September 1, 2001 and (iiC) 2.75 to 1.00 if such 175% of Indebtedness is Incurred after the second anniversary of the Issue Date but on or prior to the fourth anniversary of the Issue DateCompany and its Subsidiaries after September 1, and (iii) 3.00 to 1.00 if such Indebtedness if Incurred after the fourth anniversary of the Issue Date, or2001. (b) Comegua Notwithstanding the foregoing, if no Default or Event of Default shall have occurred and be continuing at the time or as a consequence of the incurrence of such Indebtedness, the Company and its Subsidiaries that are Guarantors may Incur Indebtedness, including Acquired Indebtedness, if, at the time of and immediately after giving pro forma effect to the Incurrence thereof and the application of the proceeds therefrom, the Consolidated Fixed Charge Coverage Ratio of Comegua is greater than (i) 2.50 to 1.00, if such Indebtedness is Incurred on or prior to the second anniversary of the Issue Date, (ii) 2.75 to 1.00 if such Indebtedness is Incurred after the second anniversary of the Issue Date but on or prior to the fourth anniversary of the Issue Date, and (iii) 3.00 to 1.00 if such Indebtedness if Incurred after the fourth anniversary of the Issue Date. (2) Notwithstanding clause (1) above, the Issuer and its Restricted Subsidiaries, as applicable, may Incur the following Indebtedness, including Acquired Indebtedness, if applicable (“incur Permitted Indebtedness”): (a) Indebtedness of the Issuer in respect of the Notes not to exceed an amount equal to (A) the lesser of (i) $250 million and (ii) $400 million minus the aggregate principal amount of all Senior Credit Facilities at any one time outstanding, minus (B) the sum of (x) the aggregate principal amount of any Indebtedness incurred to refinance the Notes pursuant to (k)(ii) below at any one time outstanding and (y) the amount of all permanent repayments, redemptions, repurchases or reductions of commitments, as applicable, in respect of the Notes and the Senior Credit Facilities made with the Net Cash Proceeds of an Asset Sale, a Collateral Asset Sale or Event of Loss in order to comply with Section 3.9; (b) Indebtedness Incurred by the Issuer and any Note Guarantor pursuant to any Senior Credit Facilities in an aggregate principal amount at any one time outstanding not to exceed an amount equal to (A) $400 million minus the aggregate principal amount of the Notes at any one time outstanding, minus (B) the sum of (x) the aggregate principal amount of any Indebtedness incurred to refinance the Notes pursuant to (k)(ii) below at any one time outstanding and (y) the amount of all permanent repayments, redemptions, repurchases or reductions of commitments, as applicable, in respect of the Notes and the Senior Credit Facilities made with the Net Cash Proceeds of an Asset Sale, a Collateral Asset Sale or Event of Loss in order to comply with Section 3.9;. (c) Any Indebtedness of a Person existing at the Issuer time such Person becomes a Subsidiary (whether by merger, consolidation, acquisition or any Note Guarantor to Vitro or SOFIVSA, in an aggregate principal amount not to exceed $400 million at any one time outstanding, minus any amounts outstanding at any one time under the Senior Credit Facilities; (dotherwise) Indebtedness of the Issuer or any Note Guarantor in respect of a Qualified Receivables Transaction; (e) Indebtedness of the Issuer or any Note Guarantor Incurred for working capital needs, to fund capital expenditures and to make interest payments, in each case in the ordinary course of business, in an aggregate principal amount not to exceed $75 million at any one time outstanding; (f) Indebtedness of the Issuer and its Restricted Subsidiaries outstanding on the Issue Date; (g) Hedging Obligations entered into by the Issuer and its Restricted Subsidiaries in the ordinary course of business and not for speculative purposes; (h) intercompany Indebtedness or Preferred Stock between the Issuer and any Restricted Subsidiary or between any Restricted Subsidiaries; provided that in the event that at any time any such Indebtedness ceases to be held by the Issuer or a Restricted Subsidiary, such Indebtedness will shall be deemed to be Incurred and not permitted incurred by this clause (h) such Subsidiary at the time such event occurs; (i) Indebtedness of the Issuer or any of its Restricted Subsidiaries arising from the honoring by it becomes a bank or other financial institution of a check, draft or similar instrument inadvertently (including daylight overdrafts paid in full by the close of business on the day such overdraft was Incurred) drawn against insufficient funds in the ordinary course of business; provided that such Indebtedness is extinguished within five Business Days of Incurrence; (j) Indebtedness of the Issuer or any of its Restricted Subsidiaries represented by bankers’ acceptances, surety or appeal bonds, letters of credit, performance bonds or similar instruments for the account of the Issuer or any Restricted Subsidiary, as the case may be, in order to provide security for workers’ compensation claims, payment obligations in connection with self-insurance or similar requirements in the ordinary course of business; (k) Refinancing Indebtedness in respect of: (i) Indebtedness (other than Indebtedness owed to the Issuer or any Subsidiary) Incurred pursuant to clause (1) above (it being understood that no Indebtedness outstanding on the Issue Date is Incurred pursuant to such clause (1) above), or (ii) Indebtedness Incurred pursuant to clauses (a), (f) or (l) or this clause (k) of this definition of “Permitted Indebtedness”; (l) Acquired Indebtedness of a Restricted Subsidiary Incurred and outstanding on or prior to the date on which such Restricted Subsidiary was acquired by the Issuer (other than Acquired Indebtedness 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 Issuer); provided, however, that on the date of such acquisition and after giving pro forma effect to the Incurrence of such Acquired Indebtedness, the Issuer (or in the case of Acquired Indebtedness of a Subsidiary of Comegua, Comegua) would have been able to Incur at least $1.00 of additional Indebtedness pursuant to clause (1) above; (m) Indebtedness arising from agreements providing for indemnification, adjustment of purchase price or similar obligations, or from Guarantees, letters of credit, escrows or other similar instruments securing the obligations of the Issuer or any Restricted Subsidiary pursuant to such agreements, in any case Incurred in connection with the disposition of any business, assets or Restricted Subsidiary, in a principal amount not to exceed the sale price (including the assumption of Indebtedness) in connection with such disposition; (n) Indebtedness with respect to bankers’ acceptances, surety or appeal bonds, letters of credit, performance bonds or similar instruments securing obligations entered into in the ordinary course of business of the Issuer and its Restricted Subsidiaries to the extent such letters of credit, performance bonds or similar instruments are not drawn upon or, if and to the extent drawn upon, such drawing is reimbursed no later than the tenth Business Day following payment on the letter of credit, performance bonds or similar instrument;.

Limitation on Incurrence of Additional Indebtedness. (1a) The Issuer will Company shall not, and will shall not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, Incur issue, incur, assume, guarantee, become liable, contingently or otherwise, with respect to or otherwise become responsible for the payment of (collectively, "INCUR") any Indebtedness, including Acquired Indebtedness, without duplication, or permit any Restricted Subsidiary to Incur Preferred Stock, except that: (a) the Issuer, any Note Guarantor or a Permitted Joint Venture Indebtedness (other than Comegua Permitted Indebtedness); provided, however, that if no Default or Event of Default shall have occurred and its Subsidiaries) may Incur Indebtedness, including Acquired Indebtedness, if, be continuing at the time or as a consequence of and immediately the incurrence of such Indebtedness, the Company or its Restricted Subsidiaries may incur Indebtedness if, on a pro forma basis, after giving pro forma effect to the Incurrence thereof such incurrence and the application of the proceeds therefrom, the Consolidated Fixed Charge Coverage Ratio both of the Issuer is greater than following tests shall have been satisfied: (i) 2.50 to 1.00, if the Consolidated Interest Coverage Ratio for the last four fiscal quarter Reference Period immediately preceding the incurrence of such Indebtedness is Incurred at least (a) 2.25-to-1.0 with respect to any date of incurrence of additional Indebtedness occurring on or prior to before the second first anniversary date of the Issue Date, (iib) 2.75 2.50-to-1.0 with respect to 1.00 if such any date of incurrence of additional Indebtedness is Incurred occurring after the second first anniversary date of the Issue Date but and on or prior before October 1, 2000, or (c) 2.75-to-1.0 with respect to the fourth anniversary any date of incurrence of additional Indebtedness occurring after October 1, 2000 and (ii) Adjusted Consolidated Net Tangible Assets would have been equal to or greater than 150% of Indebtedness of the Issue Date, Company and (iii) 3.00 to 1.00 if such Indebtedness if Incurred after the fourth anniversary of the Issue Date, orits Restricted Subsidiaries. (b) Comegua Notwithstanding the foregoing, if no Default or Event of Default shall have occurred and its Subsidiaries may Incur Indebtedness, including Acquired Indebtedness, if, be continuing at the time of and immediately after giving pro forma effect to the Incurrence thereof and the application or as a consequence of the proceeds therefromincurrence of such Indebtedness, the Consolidated Fixed Charge Coverage Ratio of Comegua is greater than (i) 2.50 to 1.00, if such Indebtedness is Incurred on or prior to the second anniversary of the Issue Date, (ii) 2.75 to 1.00 if such Indebtedness is Incurred after the second anniversary of the Issue Date but on or prior to the fourth anniversary of the Issue Date, and (iii) 3.00 to 1.00 if such Indebtedness if Incurred after the fourth anniversary of the Issue Date. (2) Notwithstanding clause (1) above, the Issuer and its Restricted Subsidiaries, as applicable, may Incur the following Indebtedness, including Acquired Indebtedness, if applicable (“Permitted Indebtedness”): (a) Indebtedness of the Issuer in respect of the Notes not to exceed an amount equal to (A) the lesser of (i) $250 million and (ii) $400 million minus the aggregate principal amount of all Senior Credit Facilities at any one time outstanding, minus (B) the sum of (x) the aggregate principal amount of any Indebtedness incurred to refinance the Notes pursuant to (k)(ii) below at any one time outstanding and (y) the amount of all permanent repayments, redemptions, repurchases or reductions of commitments, as applicable, in respect of the Notes and the Senior Credit Facilities made with the Net Cash Proceeds of an Asset Sale, a Collateral Asset Sale or Event of Loss in order to comply with Section 3.9; (b) Indebtedness Incurred by the Issuer and any Note Guarantor pursuant to any Senior Credit Facilities in an aggregate principal amount at any one time outstanding not to exceed an amount equal to (A) $400 million minus the aggregate principal amount of the Notes at any one time outstanding, minus (B) the sum of (x) the aggregate principal amount of any Indebtedness incurred to refinance the Notes pursuant to (k)(ii) below at any one time outstanding and (y) the amount of all permanent repayments, redemptions, repurchases or reductions of commitments, as applicable, in respect of the Notes and the Senior Credit Facilities made with the Net Cash Proceeds of an Asset Sale, a Collateral Asset Sale or Event of Loss in order to comply with Section 3.9; (c) Indebtedness of the Issuer or any Note Guarantor to Vitro or SOFIVSA, in an aggregate principal amount not to exceed $400 million at any one time outstanding, minus any amounts outstanding at any one time under the Senior Credit Facilities; (d) Indebtedness of the Issuer or any Note Guarantor in respect of a Qualified Receivables Transaction; (e) Indebtedness of the Issuer or any Note Guarantor Incurred for working capital needs, to fund capital expenditures and to make interest payments, in each case in the ordinary course of business, in an aggregate principal amount not to exceed $75 million at any one time outstanding; (f) Indebtedness of the Issuer Company and its Restricted Subsidiaries outstanding on may incur Permitted Indebtedness. For the Issue Date; (g) Hedging Obligations entered into by avoidance of doubt, neither the Issuer and its Restricted Subsidiaries in the ordinary course of business and not for speculative purposes; (h) intercompany Indebtedness or Preferred Stock between the Issuer and any Restricted Subsidiary or between any Restricted Subsidiaries; provided that in the event that at any time any such Indebtedness ceases to be held by the Issuer or a Restricted Subsidiary, such Indebtedness will be deemed to be Incurred and not permitted by this clause (h) at the time such event occurs; (i) Indebtedness of the Issuer or Company nor any of its Restricted Subsidiaries arising from may incur Permitted Indebtedness if a Default or Event of Default shall have occurred and is then continuing or as a consequence of the honoring by incurrence of such Indebtedness, a bank Default or other financial institution Event of a check, draft or similar instrument inadvertently (including daylight overdrafts paid in full by the close of business on the day such overdraft was Incurred) drawn against insufficient funds in the ordinary course of business; provided that such Indebtedness is extinguished within five Business Days of Incurrence;Default occurs. (jc) Indebtedness of the Issuer or any of its Restricted Subsidiaries represented by bankers’ acceptances, surety or appeal bonds, letters of credit, performance bonds or similar instruments for the account of the Issuer or any Restricted Subsidiary, as the case may be, in order to provide security for workers’ compensation claims, payment obligations in connection with self-insurance or similar requirements in the ordinary course of business; (k) Refinancing Indebtedness in respect of: (i) Indebtedness (other than Indebtedness owed to the Issuer or any Subsidiary) Incurred pursuant to clause (1) above (it being understood that no Indebtedness outstanding on the Issue Date is Incurred pursuant to such clause (1) above), or (ii) Indebtedness Incurred pursuant to clauses (a), (f) or (l) or this clause (k) of this definition of “Permitted Indebtedness”; (l) Acquired Any Indebtedness of a Person existing at the time such Person becomes a Restricted Subsidiary Incurred and outstanding on (whether by merger, consolidation, acquisition or prior otherwise) shall be deemed to the date on which be incurred by such Restricted Subsidiary was acquired by at the Issuer time it becomes a Restricted Subsidiary. (other than Acquired Indebtedness Incurred in connection withd) Notwithstanding the preceding paragraphs of this Section 4.9, 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 no Restricted Subsidiary became that is not already a Restricted Subsidiary Guarantor shall, directly or was acquired by the Issuer); providedindirectly, however, that incur Indebtedness on the date of such acquisition and after giving pro forma effect to the Incurrence of such Acquired Indebtedness, the Issuer (its behalf or in the case of Acquired Indebtedness of a Subsidiary of Comegua, Comegua) would have been able to Incur at least $1.00 of additional Indebtedness pursuant to clause (1) above; (m) Indebtedness arising from agreements providing for indemnification, adjustment of purchase price or similar obligations, or from Guarantees, letters of credit, escrows or other similar instruments securing the obligations of the Issuer or any Restricted Subsidiary pursuant to such agreements, in any case Incurred in connection with the disposition of any business, assets or Restricted Subsidiary, in a principal amount not to exceed the sale price (including the assumption of Indebtedness) in connection with such disposition; (n) Indebtedness with respect to bankers’ acceptances, surety or appeal bonds, letters of credit, performance bonds or similar instruments securing obligations entered into in the ordinary course of business any Indebtedness of the Issuer Company or any other Restricted Subsidiary unless such Restricted Subsidiary, the Company and its the Trustee execute and deliver a supplemental indenture to evidence such Restricted Subsidiaries Subsidiary's Guarantee of the Securities and such Restricted Subsidiary and the Company execute and deliver or cause to the extent be executed and delivered such letters of credit, performance bonds or similar other instruments are not drawn upon or, if and to the extent drawn upon, such drawing is reimbursed no later than the tenth Business Day following payment on the letter of credit, performance bonds or similar instrument;actions required in connection therewith as provided in this Indenture.

Limitation on Incurrence of Additional Indebtedness. (1) The Issuer will Company shall not, and will shall not cause or permit any of its Restricted Subsidiaries Subsidiary to, directly or indirectly, Incur create, incur, assume or guaranty, or otherwise become or remain directly or indirectly liable with respect to, any Indebtedness, including Acquired Indebtedness, without duplication, or permit any Restricted Subsidiary to Incur Preferred Stock, except thatexcept: (a) the Issuer, any Note Guarantor or a Permitted Joint Venture (other than Comegua and its Subsidiaries) may Incur Indebtedness, including Acquired Indebtedness, if, at the time of and immediately after giving pro forma effect Indebtedness pursuant to the Incurrence thereof this Agreement and the application of the proceeds therefrom, the Consolidated Fixed Charge Coverage Ratio of the Issuer is greater than (i) 2.50 to 1.00, if such Indebtedness is Incurred on or prior to the second anniversary of the Issue Date, (ii) 2.75 to 1.00 if such Indebtedness is Incurred after the second anniversary of the Issue Date but on or prior to the fourth anniversary of the Issue Date, and (iii) 3.00 to 1.00 if such Indebtedness if Incurred after the fourth anniversary of the Issue Date, or (b) Comegua and its Subsidiaries may Incur Indebtedness, including Acquired Indebtedness, if, at the time of and immediately after giving pro forma effect to the Incurrence thereof and the application of the proceeds therefrom, the Consolidated Fixed Charge Coverage Ratio of Comegua is greater than (i) 2.50 to 1.00, if such Indebtedness is Incurred on or prior to the second anniversary of the Issue Date, (ii) 2.75 to 1.00 if such Indebtedness is Incurred after the second anniversary of the Issue Date but on or prior to the fourth anniversary of the Issue Date, and (iii) 3.00 to 1.00 if such Indebtedness if Incurred after the fourth anniversary of the Issue Date. (2) Notwithstanding clause (1) above, the Issuer and its Restricted Subsidiaries, as applicable, may Incur the following Indebtedness, including Acquired Indebtedness, if applicable (“Permitted Indebtedness”): (a) Indebtedness of the Issuer in respect of the Notes not to exceed an amount equal to (A) the lesser of (i) $250 million and (ii) $400 million minus the aggregate principal amount of all other Senior Credit Facilities at any one time outstanding, minus (B) the sum of (x) the aggregate principal amount of any Indebtedness incurred to refinance the Notes pursuant to (k)(ii) below at any one time outstanding and (y) the amount of all permanent repayments, redemptions, repurchases or reductions of commitments, as applicable, in respect of the Notes and the Senior Credit Facilities made with the Net Cash Proceeds of an Asset Sale, a Collateral Asset Sale or Event of Loss in order to comply with Section 3.9Subordinated Note Documents; (b) Indebtedness Incurred by the Issuer and any Note Guarantor pursuant to any Senior Credit Facilities in an aggregate principal amount at any one time outstanding not to exceed an amount equal to (A) $400 million minus the aggregate principal amount of the Notes at any one time outstanding, minus (B) the sum of (x) the aggregate principal amount of any Indebtedness incurred to refinance the Notes pursuant to (k)(ii) below at any one time outstanding and (y) the amount of all permanent repayments, redemptions, repurchases or reductions of commitments, as applicable, in respect of the Notes and guaranty obligations under the Senior Credit Facilities made with the Net Cash Proceeds of an Asset Sale, a Collateral Asset Sale or Event of Loss in order to comply with Section 3.9; (c) Indebtedness of the Issuer or any Note Guarantor to Vitro or SOFIVSA, Loan Documents in an aggregate principal amount not to exceed $400 618,250,000, plus an $85 million at cushion (the “Cushion”) (which can be utilized under either the Senior Loan Documents or other Indebtedness of Bare Escentuals Beauty, Inc. or its Subsidiaries so long as the aggregate principal amount thereof does not exceed $85 million), less the aggregate amount of all principal repayments and prepayments in respect of term loans and reductions of revolving loan commitments thereunder effected after the Closing Date (the “Senior Facilities Debt Cap Amount”) and refinancing or renewals thereof, provided that, (i) any such refinancing Indebtedness is in an aggregate principal amount not greater than the aggregate principal amount of the Indebtedness being renewed or refinanced, plus any unutilized Cushion (it being understood that any revolving loan commitments (whether drawn or undrawn) which have not been terminated or permanently reduced shall be included in determining the aggregate principal amount of Indebtedness solely for the purposes of this Section 5.6(b)(i)), (ii) the final scheduled maturity date of the refinancing Indebtedness is on or before June 7, 2014, (iii) any such refinancing Indebtedness shall not shorten the weighted average life of the Indebtedness being refinanced by more then one time outstandingyear; (iv) any such refinancing Indebtedness shall not, minus any amounts outstanding at any one time prior to an event of default under the Senior Credit FacilitiesAgreements, add additional negative covenants, additional events of default or otherwise amend the negative covenants in a manner that, when taken as a whole, make the negative covenants and events of default under such refinancing Indebtedness materially more restrictive than the negative covenants and events of default set forth in the Senior Credit Agreements on the date hereof; and (v) any such refinancing Indebtedness shall not increase the interest rate or the default interest rate applicable to the Senior Credit Agreements by more than two (2%) percent per annum above the highest interest rate or default interest rate, respectively, applicable to the Indebtedness incurred under the Senior Credit Agreements; provided however, that any failure by the Company or any of its Subsidiaries to comply with clauses (ii) through (v) shall not be deemed a Default or Event of Default hereunder but rather shall solely result in the Notes bearing interest at the Default Rate from the date of occurrence of the compliance failure and such interest shall accrue and be payable (through the issuance of PIK Notes or, to the extent permitted under the Senior Loan Documents, in cash) on the Interest Payment Dates and in full in cash on the Maturity Date, in each case in accordance with Section 1.1. (c) the following contingent obligations and, upon any matured obligations actually arising pursuant thereto, the Indebtedness corresponding to the contingent obligations so extinguished: (i) contingent obligations in respect of customary indemnification and purchase price adjustment obligations incurred in connection with a sales of assets; (ii) contingent obligations under guarantees in the ordinary course of business of the obligations of suppliers, customers, franchisees and licensees of such Subsidiaries, in an aggregate amount not to exceed at any time $3,000,000; (iii) contingent obligations in respect of any Indebtedness or other obligations of such Subsidiaries not prohibited hereby; (iv) contingent obligations under take-or pay contracts in an aggregate amount not too exceed at any time $15,000,000; (v) contingent obligations under Interest Rate Protection Agreements permitted under the Senior Loan Documents; and (vi) any contingent obligations not otherwise described in this Section 5.6(c); provided that the maximum aggregate liability, contingent or otherwise, of the Company or such Subsidiaries in respect of all such contingent obligations shall at no time exceed $8,000,000; (d) Indebtedness of the Issuer or any Note Guarantor in respect of a Qualified Receivables TransactionCapital Leases or to finance the purchase price of equipment, fixtures, inventory and other similar property of the Company or such Subsidiaries aggregating not in excess of $30,000,000; (e) Indebtedness the Company and any of the Issuer Company’s Subsidiaries may become and remain liable with respect to Indebtedness to the Company or any Note Guarantor Incurred for Subsidiary of the Company; (f) Indebtedness described in Schedule III annexed hereto, including any refinancings, refundings, renewals or extensions thereof (without any increase in the principal amount thereof or any shortening of the maturity of any principal amount thereof); (g) any Subsidiaries of the Company that are organized outside of the United States of America, any state thereof or the District of Columbia may become and remain liable with respect to additional Indebtedness to finance working capital needs, to fund capital expenditures and to make interest payments, in each case in the ordinary course of business, otherwise in an aggregate principal amount not to exceed $75 million 22,500,000 at any one time outstanding; (f) Indebtedness of the Issuer and its Restricted Subsidiaries outstanding on the Issue Date; (g) Hedging Obligations entered into by the Issuer and its Restricted Subsidiaries in the ordinary course of business and not for speculative purposes; (h) intercompany Indebtedness or Preferred Stock between the Issuer and Company may remain liable with respect to any Restricted Subsidiary or between any Restricted Subsidiaries; provided that promissory note issued in the event that at any time any such Indebtedness ceases to be held by the Issuer or a Restricted Subsidiary, such Indebtedness will be deemed to be Incurred and not exchange for stock in transactions otherwise permitted by this clause (h) at the time such event occurs;Section 5.3(b)(c); and (i) Indebtedness of the Issuer or any of its Restricted Subsidiaries arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently (including daylight overdrafts paid not otherwise described above in full by the close of business on the day such overdraft was Incurred) drawn against insufficient funds in the ordinary course of business; provided that such Indebtedness is extinguished within five Business Days of Incurrence; (j) Indebtedness of the Issuer or any of its Restricted Subsidiaries represented by bankers’ acceptances, surety or appeal bonds, letters of credit, performance bonds or similar instruments for the account of the Issuer or any Restricted Subsidiary, as the case may be, in order to provide security for workers’ compensation claims, payment obligations in connection with self-insurance or similar requirements in the ordinary course of business; (k) Refinancing Indebtedness in respect of: (i) Indebtedness (other than Indebtedness owed to the Issuer or any Subsidiary) Incurred pursuant to clause (1) above (it being understood that no Indebtedness outstanding on the Issue Date is Incurred pursuant to such clause (1) above), or (ii) Indebtedness Incurred pursuant to clauses (a), (f) or (l) or this clause (k) of this definition of “Permitted Indebtedness”; (l) Acquired Indebtedness of a Restricted Subsidiary Incurred and outstanding on or prior to the date on which such Restricted Subsidiary was acquired by the Issuer (other than Acquired Indebtedness 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 Issuer); provided, however, that on the date of such acquisition and after giving pro forma effect to the Incurrence of such Acquired Indebtedness, the Issuer (or in the case of Acquired Indebtedness of a Subsidiary of Comegua, Comegua) would have been able to Incur at least $1.00 of additional Indebtedness pursuant to clause (1) above; (m) Indebtedness arising from agreements providing for indemnification, adjustment of purchase price or similar obligations, or from Guarantees, letters of credit, escrows or other similar instruments securing the obligations of the Issuer or any Restricted Subsidiary pursuant to such agreements, in any case Incurred in connection with the disposition of any business, assets or Restricted Subsidiary, in a principal an aggregate amount not to exceed the sale price (including the assumption of Indebtedness) in connection with such disposition; (n) Indebtedness with respect to bankers’ acceptances, surety or appeal bonds, letters of credit, performance bonds or similar instruments securing obligations entered into in the ordinary course of business of the Issuer and its Restricted Subsidiaries to the extent such letters of credit, performance bonds or similar instruments are any Cushion that has not drawn upon or, if and to the extent drawn upon, such drawing is reimbursed no later than the tenth Business Day following payment on the letter of credit, performance bonds or similar instrument;otherwise been utilized under Section 5.6(b).

Limitation on Incurrence of Additional Indebtedness. (1a) The Issuer Company will not, and will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, Incur any Indebtedness, including Acquired Indebtedness, without duplication, or cause or permit any Restricted Subsidiary to Incur issue Preferred Stock, except that: (a) that the Issuer, Company and any Note Guarantor or a Permitted Joint Venture (other than Comegua and its Subsidiaries) Restricted Subsidiary may Incur Indebtedness, including Acquired Indebtedness, and a Restricted Subsidiary may issue Preferred Stock, if, at the time of and immediately after giving pro forma effect to the Incurrence thereof and the application of the net proceeds therefrom, (A) no Event of Default has occurred and is continuing or would be caused thereby and (B) the Consolidated Fixed Charge Coverage Leverage Ratio of the Issuer Company for the Four Quarter Period is not greater than (i) 2.50 4.75 to 1.00, if such Indebtedness is Incurred on or prior to 1.00 for the second anniversary of period starting from the Issue DateDate through and including the quarter ended December 31, 2021, (ii) 2.75 4.50 to 1.00 if such Indebtedness is Incurred after for the second anniversary of period starting from the Issue Date but on or prior to quarter ended March 31, 2022 through and including the fourth anniversary of the Issue Datequarter ended December 31, 2022 and (iii) 3.00 4.25 to 1.00 if such Indebtedness if Incurred after for the fourth anniversary of period starting from the Issue Datequarter ended March 31, or2023 and thereafter. (b) Comegua and its Subsidiaries may Incur Indebtedness, including Acquired Indebtedness, if, at the time of and immediately after giving pro forma effect to the Incurrence thereof and the application of the proceeds therefrom, the Consolidated Fixed Charge Coverage Ratio of Comegua is greater than Notwithstanding paragraph (i) 2.50 to 1.00, if such Indebtedness is Incurred on or prior to the second anniversary of the Issue Date, (ii) 2.75 to 1.00 if such Indebtedness is Incurred after the second anniversary of the Issue Date but on or prior to the fourth anniversary of the Issue Date, and (iii) 3.00 to 1.00 if such Indebtedness if Incurred after the fourth anniversary of the Issue Date. (2) Notwithstanding clause (1a) above, the Issuer Company and its Restricted Subsidiaries, as applicable, at any time, may Incur the following Indebtedness, including Acquired Indebtedness, if applicable Indebtedness (“Permitted Indebtedness”): (a1) Indebtedness of the Issuer in respect of the Notes (including any Note Guarantee in respect thereof) (excluding Additional Notes); (2) Guarantees by the Company or any Restricted Subsidiary of Indebtedness of the Company or any Restricted Subsidiary permitted under this Indenture; provided that, if such Guarantee is made by a Restricted Subsidiary that is not a Note Guarantor, such Restricted Subsidiary would be permitted to Incur such Indebtedness as a primary obligor; provided further that, if any such Guarantee is of Subordinated Indebtedness, then the Note Guarantee of such Note Guarantor will be senior to such Note Guarantor’s Guarantee of such Subordinated Indebtedness; (3) Indebtedness Incurred (1) by the Company or any Note Guarantor or Excluded Entity pursuant to the Bank Credit Facility (including any Guarantees in respect thereof) and the issuance and creation of letters of credit and bankers’ acceptances thereunder, and (2) by the Company or any Restricted Subsidiary pursuant to one or more additional revolving credit facilities (including any Guarantees in respect thereof) permitted under the Bank Credit Facility, in an aggregate principal amount at any time outstanding not to exceed an amount equal to (A) the lesser of (i) $250 500.0 million and (ii) $400 million minus the aggregate principal amount of all Senior Credit Facilities at any one time outstanding, minus plus (B) the sum greater of (x) the aggregate principal amount 175.0% of any Indebtedness incurred to refinance the Notes pursuant to (k)(ii) below at any one time outstanding LTM EBITDA and (y) $565.0 million, less the amount of all any permanent repayments, redemptions, repurchases repayments or reductions of commitments, as applicable, commitments in respect of the Notes and the Senior Credit Facilities such Indebtedness made with the Net Cash Proceeds of an Asset Sale, a Collateral Asset Sale or Event of Loss in order to comply with the provisions of Section 3.9; (b) Indebtedness Incurred by the Issuer and any Note Guarantor pursuant to any Senior Credit Facilities in an aggregate principal amount at any one time outstanding not to exceed an amount equal to (A) $400 million minus 3.12; provided that the aggregate principal amount of Indebtedness Incurred under clause (3)(2) by Restricted Subsidiaries that are not Note Guarantors shall not exceed the Notes at any one time outstanding, minus (B) the sum greater of (x) the aggregate principal amount of any Indebtedness incurred to refinance the Notes pursuant to (k)(ii) below at any one time outstanding $25.0 million and (y) the amount 7.0% of all permanent repayments, redemptions, repurchases or reductions of commitments, as applicable, in respect of the Notes and the Senior Credit Facilities made with the Net Cash Proceeds of an Asset Sale, a Collateral Asset Sale or Event of Loss in order to comply with Section 3.9;LTM EBITDA; (c4) other Indebtedness of the Issuer or any Note Guarantor to Vitro or SOFIVSA, in an aggregate principal amount not to exceed $400 million at any one time outstanding, minus any amounts outstanding at any one time under the Senior Credit Facilities; (d) Indebtedness of the Issuer or any Note Guarantor in respect of a Qualified Receivables Transaction; (e) Indebtedness of the Issuer or any Note Guarantor Incurred for working capital needs, to fund capital expenditures and to make interest payments, in each case in the ordinary course of business, in an aggregate principal amount not to exceed $75 million at any one time outstanding; (f) Indebtedness of the Issuer Company and its Restricted Subsidiaries outstanding on the Issue Date;Date other than Indebtedness under the Bank Credit Facility or otherwise specified under any of the other clauses of this Section 3.8(b); (g5) Indebtedness (A) in respect of performance, bid, completion, surety, appeal, judgment, advance payment, customs, VAT or other tax or guarantee or similar bonds provided by the Company or any Restricted Subsidiary in the ordinary course of business or (B) under Hedging Obligations entered into by the Issuer Company and its Restricted Subsidiaries in the ordinary course of business and not for speculative purposes;bona fide hedging purposes; (h6) (A) intercompany Indebtedness or Preferred Stock between the Issuer Company and any Restricted Subsidiary or between any Restricted Subsidiaries; Subsidiaries; provided that: (i) if the Company or any Note Guarantor is the obligor on any such Indebtedness owed to a Restricted Subsidiary that is not a Note Guarantor, such Indebtedness must be expressly subordinated to the prior payment in full of all obligations under the Notes and this Indenture, in the case of the Company, or such Note Guarantor’s Note Guarantee, in the case of any such Note Guarantor, and (ii) in the event that at any time any such Indebtedness ceases to be held by the Issuer Company or a Restricted Subsidiary, such Indebtedness will be deemed to be Incurred and not permitted by this clause (h6) at the time such event occurs; (i) Indebtedness of the Issuer or any of its Restricted Subsidiaries arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently (including daylight overdrafts paid in full by the close of business on the day such overdraft was Incurred) drawn against insufficient funds in the ordinary course of business; provided that such Indebtedness is extinguished within five Business Days of Incurrence; (j) Indebtedness of the Issuer or any of its Restricted Subsidiaries represented by bankers’ acceptances, surety or appeal bonds, letters of credit, performance bonds or similar instruments for the account of the Issuer or any Restricted Subsidiary, as the case may be, in order to provide security for workers’ compensation claims, payment obligations in connection with self-insurance or similar requirements in the ordinary course of business; (k) Refinancing Indebtedness in respect of: (i) Indebtedness (other than Indebtedness owed to the Issuer or any Subsidiary) Incurred pursuant to clause (1) above (it being understood that no Indebtedness outstanding on the Issue Date is Incurred pursuant to such clause (1) above), occurs; or (ii) Indebtedness Incurred pursuant to clauses (a), (f) or (l) or this clause (k) of this definition of “Permitted Indebtedness”; (l) Acquired Indebtedness of a Restricted Subsidiary Incurred and outstanding on or prior to the date on which such Restricted Subsidiary was acquired by the Issuer (other than Acquired Indebtedness 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 Issuer); provided, however, that on the date of such acquisition and after giving pro forma effect to the Incurrence of such Acquired Indebtedness, the Issuer (or in the case of Acquired Indebtedness of a Subsidiary of Comegua, Comegua) would have been able to Incur at least $1.00 of additional Indebtedness pursuant to clause (1) above; (m) Indebtedness arising from agreements providing for indemnification, adjustment of purchase price or similar obligations, or from Guarantees, letters of credit, escrows or other similar instruments securing the obligations of the Issuer or any Restricted Subsidiary pursuant to such agreements, in any case Incurred in connection with the disposition of any business, assets or Restricted Subsidiary, in a principal amount not to exceed the sale price (including the assumption of Indebtedness) in connection with such disposition; (n) Indebtedness with respect to bankers’ acceptances, surety or appeal bonds, letters of credit, performance bonds or similar instruments securing obligations entered into in the ordinary course of business of the Issuer and its Restricted Subsidiaries to the extent such letters of credit, performance bonds or similar instruments are not drawn upon or, if and to the extent drawn upon, such drawing is reimbursed no later than the tenth Business Day following payment on the letter of credit, performance bonds or similar instrument;

Limitation on Incurrence of Additional Indebtedness. (1) The Issuer will and ------------------------------------------------------- Disqualified Capital Stock. -------------------------- Except as set forth in any one of the paragraphs below, the Guarantors shall not, and will shall not cause or permit any of its Restricted their Subsidiaries to, directly or indirectly, Incur any Indebtednessissue, assume, guaranty, incur, become directly or indirectly liable with respect to (including Acquired Indebtednessas a result of an acquisition, without duplicationmerger or consolidation), extend the maturity of, or permit otherwise become responsible for, contingently or otherwise (individually and collectively, to "incur," or, as appropriate, an "incurrence"), any Restricted Subsidiary to Incur Preferred Stock, except thatIndebtedness or any Disqualified Capital Stock on or after the Issue Date. Notwithstanding the foregoing: (a) the Issuer, any Note Guarantor If (i) no Default or a Permitted Joint Venture (other than Comegua Event of Default shall have occurred and its Subsidiaries) may Incur Indebtedness, including Acquired Indebtedness, if, be -- continuing at the time of and immediately of, or would occur after giving effect, on a pro forma effect basis, to such incurrence of such Indebtedness or Disqualified Capital Stock; and (ii) (A) in the Incurrence thereof and case of senior Indebtedness, on the application date of the proceeds therefromincurrence of such Indebtedness (the "Incurrence Date"), the Consolidated Combined Fixed Charge Coverage Ratio for the Reference Period immediately preceding the Incurrence Date, after giving effect, on a pro forma basis, to the incurrence of such Indebtedness, would be at least 2.75 to 1 and, after giving effect, on a pro forma basis, to the incurrence of such Indebtedness, the aggregate amount of all senior Indebtedness of the Issuer is greater than Guarantors would not exceed 2.5 times Combined EBITDA; or (iB) 2.50 to 1.00in the case of subordinated Indebtedness or Disqualified Capital Stock, if such Indebtedness is Incurred on or prior to the second anniversary of the Issue Incurrence Date, (ii) 2.75 to 1.00 if such Indebtedness is Incurred after the second anniversary of the Issue Date but on or prior to the fourth anniversary of the Issue Date, and (iii) 3.00 to 1.00 if such Indebtedness if Incurred after the fourth anniversary of the Issue Date, or (b) Comegua and its Subsidiaries may Incur Indebtedness, including Acquired Indebtedness, if, at the time of and immediately after giving pro forma effect to the Incurrence thereof and the application of the proceeds therefrom, the Consolidated Combined Fixed Charge Coverage Ratio for the Reference Period immediately preceding the Incurrence Date, after giving effect, on a pro forma basis, to such incurrence of Comegua is greater than (i) 2.50 to 1.00, if such Indebtedness is Incurred on or prior Disqualified Capital Stock, would be at least 2.25 to 1 and the second anniversary of the Issue Date, (ii) 2.75 to 1.00 if such Indebtedness is Incurred after the second anniversary of the Issue Date but on or prior to the fourth anniversary of the Issue Date, and (iii) 3.00 to 1.00 if such Indebtedness if Incurred after the fourth anniversary of the Issue Date. (2) Notwithstanding clause (1) above, the Issuer and its Restricted SubsidiariesDisqualified Capital Stock, as applicable, may Incur being incurred has an Average Life that is greater than the following Indebtedness, including Acquired Indebtedness, if applicable (“Permitted Indebtedness”): (a) Indebtedness of the Issuer in respect of the Notes not to exceed an amount equal to (A) the lesser of (i) $250 million and (ii) $400 million minus the aggregate principal amount of all Senior Credit Facilities at any one time outstanding, minus (B) the sum of (x) the aggregate principal amount of any Indebtedness incurred to refinance the Notes pursuant to (k)(ii) below at any one time outstanding and (y) the amount of all permanent repayments, redemptions, repurchases or reductions of commitments, as applicable, in respect Average Life of the Notes and has a final maturity date (or final redemption date in the Senior Credit Facilities made with case of Disqualified Capital Stock) after the Net Cash Proceeds Stated Maturity of an Asset Salethe Notes, a Collateral Asset Sale then the Guarantors may ---- incur, in the case of (ii)(A), such senior Indebtedness or, in the case of (ii)(B), such subordinated Indebtedness or Event of Loss in order to comply with Section 3.9Disqualified Capital Stock; (b) The Guarantors may incur Indebtedness Incurred by the Issuer and any Note Guarantor pursuant to any Senior Credit Facilities in an aggregate principal amount at any one time outstanding not to exceed an amount equal to (A) $400 million minus the aggregate principal amount of the Notes at any one time outstanding, minus (B) the sum of (x) the aggregate principal amount of any Indebtedness incurred to refinance the Notes pursuant to (k)(ii) below at any one time outstanding and (yi) the amount of all permanent repayments, redemptions, repurchases or reductions of commitments, as applicable, in respect of the Mirror Notes and the Senior Credit Facilities made with Guarantor Loan Agreement up to the Net Cash Proceeds of an Asset Sale, a Collateral Asset Sale or Event of Loss in order to comply with Section 3.9; (c) Indebtedness amounts specified therein as of the Issuer or any Note Guarantor to Vitro or SOFIVSA, in an aggregate principal amount not to exceed $400 million at any one time outstanding, minus any amounts outstanding at any one time under the Senior Credit Facilities; (d) Indebtedness of the Issuer or any Note Guarantor in respect of a Qualified Receivables Transaction; (e) Indebtedness of the Issuer or any Note Guarantor Incurred for working capital needs, to fund capital expenditures and to make interest payments, in each case in the ordinary course of business, in an aggregate principal amount not to exceed $75 million at any one time outstanding; (f) Indebtedness of the Issuer and its Restricted Subsidiaries outstanding on the Issue Date; (g) Hedging Obligations entered into by the Issuer and its Restricted Subsidiaries in the ordinary course of business and not for speculative purposes; (h) intercompany Indebtedness or Preferred Stock between the Issuer and any Restricted Subsidiary or between any Restricted Subsidiariesdate thereof; provided that in the event that at any time any such Indebtedness ceases to be held by the Issuer or a Restricted Subsidiary, such Indebtedness will be deemed to be Incurred and not permitted by this clause (h) at the time such event occurs; (i) Indebtedness of the Issuer or any of its Restricted Subsidiaries arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently (including daylight overdrafts paid in full by the close of business on the day such overdraft was Incurred) drawn against insufficient funds in the ordinary course of business; provided that such Indebtedness is extinguished within five Business Days of Incurrence; (j) Indebtedness of the Issuer or any of its Restricted Subsidiaries represented by bankers’ acceptances, surety or appeal bonds, letters of credit, performance bonds or similar instruments for the account of the Issuer or any Restricted Subsidiary, as the case may be, in order to provide security for workers’ compensation claims, payment obligations in connection with self-insurance or similar requirements in the ordinary course of business; (k) Refinancing Indebtedness in respect of: (i) Indebtedness (other than Indebtedness owed to the Issuer or any Subsidiary) Incurred pursuant to clause (1) above (it being understood that no Indebtedness outstanding on the Issue Date is Incurred pursuant to such clause (1) above), or (ii) Indebtedness Incurred pursuant to clauses Qualified Inter-Guarantor Loans; (a), (fiii) or (l) or this clause (k) of this definition of “Permitted Indebtedness”; (l) Acquired Indebtedness of a Restricted Subsidiary Incurred and outstanding on or prior to the date on which such Restricted Subsidiary was acquired by the Issuer (other than Acquired Indebtedness 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 Issuer)Qualified Loans; provided, however, that on the date of such acquisition and after giving pro forma effect to the Incurrence of such Acquired Indebtedness, the Issuer (or in the case of Acquired Indebtedness of a Subsidiary of Comegua, Comegua) would have been able to Incur at least $1.00 of additional Indebtedness pursuant to clause (1) above; (m) Indebtedness arising from agreements providing for indemnification, adjustment of purchase price or similar obligations, or from Guarantees, letters of credit, escrows or other similar instruments securing the obligations of the Issuer or any Restricted Subsidiary pursuant to such agreements, in any case Incurred in connection with the disposition of any business, assets or Restricted Subsidiary, in a principal amount not to exceed the sale price (including the assumption of Indebtedness) in connection with such disposition; (n) Indebtedness with respect to bankers’ acceptances, surety or appeal bonds, letters of credit, performance bonds or similar instruments securing obligations entered into in the ordinary course of business of the Issuer and its Restricted Subsidiaries to the extent such letters of credit, performance bonds or similar instruments are not drawn upon or, if and to the extent drawn upon, such drawing is reimbursed no later than the tenth Business Day following payment on the letter of credit, performance bonds or similar instrument;and