Common use of Limitation on Incurrence of Indebtedness Clause in Contracts

Limitation on Incurrence of Indebtedness. (a) The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently, or otherwise (collectively, “incur” and collectively, an “incurrence”) with respect to any Indebtedness (including Acquired Indebtedness) and the Company will not issue any shares of Disqualified Stock and will not permit any Restricted Subsidiary to issue any shares of Disqualified Stock or Preferred Stock; provided, however, that the Company may incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stock, and any Restricted Subsidiary may incur Indebtedness (including Acquired Indebtedness), issue shares of Disqualified Stock and issue shares of Preferred Stock, if the Total Net Leverage Ratio at the time such additional Indebtedness is incurred or such Disqualified Stock or Preferred Stock is issued would have been no greater than 5.50 to 1.00, determined on a Pro Forma Basis (including the application on a Pro Forma Basis of the net proceeds therefrom), as if the additional Indebtedness had been incurred, or the Disqualified Stock or Preferred Stock had been issued, as the case may be, and the application of proceeds therefrom had occurred at the beginning of the most recently ended Measurement Period; provided further, however, that Non-Guarantor Subsidiaries may not incur Indebtedness or issue Disqualified Stock or Preferred Stock if, after giving Pro Forma Effect to such incurrence or issuance, the amount of Indebtedness or Disqualified Stock or Preferred Stock of Non-Guarantor Subsidiaries outstanding pursuant to this Section 4.09(a) (together with any Refinancing Indebtedness in respect thereof) and clause (31) below exceeds the greater of (x) $300.0 million and (y) 18.0% of Adjusted EBITDA as of the last day of the most recently ended Measurement Period on or prior to the date of determination.

Limitation on Incurrence of Indebtedness. (a) The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently, or otherwise (collectively, “incur” and collectively, an “incurrence”) with respect to any Indebtedness (including Acquired Indebtedness) and the Company will not issue any shares of Disqualified Stock and will not permit any Restricted Subsidiary to issue any shares of Disqualified Stock or Preferred Stock; provided, however, that the Company may incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stock, and any Restricted Subsidiary may incur Indebtedness (including Acquired Indebtedness), issue shares of Disqualified Stock and issue shares of Preferred Stock, if the Total Net Leverage Ratio at the time such additional Indebtedness is incurred or such Disqualified Stock or Preferred Stock is issued would have been no greater than 5.50 to 1.00, determined on a Pro Forma Basis (including the application on a Pro Forma Basis of the net proceeds therefrom), as if the additional Indebtedness had been incurred, or the Disqualified Stock or Preferred Stock had been issued, as the case may be, and the application of proceeds therefrom had occurred at the beginning of the most recently ended Measurement Period; provided further, however, that Non-Guarantor Subsidiaries may not incur Indebtedness or issue Disqualified Stock or Preferred Stock if, after giving Pro Forma Effect to such incurrence or issuance, the amount of Indebtedness or Disqualified Stock or Preferred Stock of Non-Guarantor Subsidiaries outstanding pursuant to this Section 4.09(a) (together with any Refinancing Indebtedness in respect thereof) and clause (31xxxi) below exceeds the greater of (x) $300.0 million and (y) 18.0% of Adjusted EBITDA as of the last day of the most recently ended Measurement Period on or prior to the date of determination.

Limitation on Incurrence of Indebtedness. (a) The Company will Issuer shall not, and will shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently, or otherwise liable with respect to (collectively, “incur” and collectively, an “incurrence”) with respect to any Indebtedness (including Acquired IndebtednessDebt) and the Company will not issue any shares of Disqualified Stock and will not or permit any of its Restricted Subsidiary Subsidiaries to issue any shares of Disqualified Stock or Preferred StockEquity Interests; provided, however, that that, notwithstanding the Company may incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stockforegoing, the Issuer and any Restricted Subsidiary may incur Indebtedness (including Acquired Indebtedness)Debt) and any Guarantor may issue Preferred Equity Interests, issue shares if, after giving effect to the incurrence of Disqualified Stock such Indebtedness or the issuance of such Preferred Equity Interests and issue shares the application of Preferred Stockthe net proceeds thereof on a pro forma basis, if the Total Net Leverage Issuer’s Consolidated Fixed Charge Coverage Ratio at the time such additional Indebtedness is incurred or such Disqualified Stock or Preferred Stock is issued would have been no greater than 5.50 at least 2.0 to 1.001.0; provided that Restricted Subsidiaries of the Issuer that are not Guarantors may not incur Indebtedness or issue any Preferred Equity Interests pursuant to this paragraph if, determined on a Pro Forma Basis after giving pro forma effect to such incurrence or issuance (including the a pro forma application on a Pro Forma Basis of the net proceeds therefrom), as if the additional aggregate amount of outstanding Indebtedness had been incurred, or the Disqualified Stock or Preferred Stock had been issued, as the case may be, and the application Equity Interests of proceeds therefrom had occurred at the beginning Restricted Subsidiaries of the most recently ended Measurement Period; provided furtherIssuer that are not Guarantors at any one time outstanding incurred pursuant to the foregoing proviso and pursuant to Section 4.09(b)(4)(a) below, however, that Non-Guarantor Subsidiaries may not incur Indebtedness or issue Disqualified Stock or Preferred Stock if, after giving Pro Forma Effect to such incurrence or issuance, together with the amount of Indebtedness or Disqualified Stock or Preferred Stock of Non-Guarantor Subsidiaries outstanding pursuant to this Section 4.09(a) (together with any Refinancing Indebtedness in respect thereofthereof incurred pursuant to Section 4.09(b)(10) and clause (31) below below, exceeds the greater of (x) $300.0 50.0 million and or (y) 18.025.0% of Adjusted Consolidated EBITDA as of the last day of for the most recently ended Measurement Period (calculated on or prior to the date of determinationa pro forma basis).

Limitation on Incurrence of Indebtedness. (a) The Company Issuer will not, and will not permit any of its Restricted Subsidiaries Subsidiary to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently, contingently or otherwise (collectively, “incur” and collectively, an “incurrence”) with respect to any Indebtedness (including Acquired Indebtedness) and the Company will not issue any shares of Disqualified Stock and Issuer will not permit any Restricted Subsidiary to issue any shares of Disqualified Stock or Preferred Stockpreferred stock; provided, however, that the Company may incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stock, Issuer and any Restricted Subsidiary the Co-Issuer may incur Indebtedness (including Acquired Indebtedness), issue shares of Disqualified Stock any Restricted Subsidiary may incur Indebtedness and issue shares of Preferred Stockpreferred stock (including Acquired Indebtedness) if as of the date any such Indebtedness is incurred or preferred stock is issued, if on a pro forma basis after giving effect to the incurrence and application of the proceeds of such Indebtedness, the Issuer’s Total Net Leverage Ratio at for the time Test Period immediately preceding such additional date shall be less than or equal to 4.50 to 1.00; provided, further, that the aggregate principal amount (or liquidation preference) of Indebtedness is incurred or such Disqualified Stock or Preferred Stock is preferred stock issued would have been no greater than 5.50 to 1.00, determined on a Pro Forma Basis (including the application on a Pro Forma Basis of the net proceeds therefrom), as if the additional Indebtedness had been incurred, or the Disqualified Stock or Preferred Stock had been issued, as the case may be, and the application of proceeds therefrom had occurred at the beginning of the most recently ended Measurement Period; provided further, however, that Non-Guarantor Subsidiaries may not incur Indebtedness or issue Disqualified Stock or Preferred Stock if, after giving Pro Forma Effect to such incurrence or issuance, the amount of Indebtedness or Disqualified Stock or Preferred Stock of Non-Guarantor Subsidiaries outstanding pursuant to the foregoing together with any Refinancing Indebtedness in respect thereof incurred pursuant to clause (n) below and amounts under clauses (i) and (o) of this Section 4.09(a) 1011 (together with any Refinancing Indebtedness in respect thereof) and thereof incurred pursuant to clause (31n) below exceeds below) by Restricted Subsidiaries that are not Guarantors shall not exceed the greater of (x) $300.0 million US$300,000,000 and (y) 18.06.5% of Adjusted EBITDA as of the last day of the most recently ended Measurement Period on or prior Total Assets at any time outstanding. The foregoing limitations will not apply to the date of determination.(“Permitted Debt”):

Limitation on Incurrence of Indebtedness. (a) The Company will shall not, and will shall not permit any of its Restricted Subsidiaries to, directly or indirectly, (1) create, incur, issue, assume, guarantee guaranty or otherwise become directly or indirectly liableliable with respect to, contingently, contingently or otherwise (collectively, “"incur” and collectively"), an “incurrence”) with respect to any Indebtedness (including Acquired IndebtednessDebt) and the Company will not or (2) issue any shares of Disqualified Stock and will not permit any Restricted Subsidiary to issue any shares of Disqualified Stock or Preferred Stock; provided, however, that the Company may incur Indebtedness (including Acquired IndebtednessDebt or Indebtedness incurred under the Revolving Credit Facility) or issue shares of Disqualified Stock, Stock and any Restricted Subsidiary may incur Acquired Debt or Indebtedness incurred under the Revolving Credit Facility, in each case if (including Acquired Indebtedness), issue shares x) no Default or Event of Disqualified Stock Default shall have occurred and issue shares of Preferred Stock, if the Total Net Leverage Ratio be continuing at the time of, or would occur after giving effect on a pro forma basis to such incurrence or issuance, and (y) the Interest Coverage Ratio for the Company's most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional Indebtedness is incurred or such Disqualified Stock or Preferred Stock is issued would have been no greater than 5.50 at least equal to 1.00the ratio set forth below opposite the period in which such incurrence or issuance occurs, determined on a Pro Forma Basis pro forma basis (including the a pro forma application on a Pro Forma Basis of the net proceeds therefrom), as if the additional Indebtedness (including Acquired Debt or Indebtedness incurred under the Revolving Credit Facility) had been incurred, or the Disqualified Stock or Preferred Stock had been issued, as the case may be, and the application of proceeds therefrom had occurred at the beginning of the most recently ended Measurement Period; provided further, however, that Nonsuch four-Guarantor Subsidiaries may not incur Indebtedness or issue Disqualified Stock or Preferred Stock if, after giving Pro Forma Effect to such incurrence or issuance, the amount of Indebtedness or Disqualified Stock or Preferred Stock of Non-Guarantor Subsidiaries outstanding pursuant to this Section 4.09(a) (together with any Refinancing Indebtedness in respect thereof) and clause (31) below exceeds the greater of (x) $300.0 million and (y) 18.0% of Adjusted EBITDA as of the last day of the most recently ended Measurement Period on or prior to the date of determination.quarter period:

Limitation on Incurrence of Indebtedness. (a) The Company Issuer will not, and will not permit any of its Restricted Subsidiaries Subsidiary to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently, contingently or otherwise (collectively, “incur” and collectively, an “incurrence”) with respect to any Indebtedness (including Acquired Indebtedness) and the Company will not issue any shares of Disqualified Stock and Issuer will not permit any Restricted Subsidiary to issue any shares of Disqualified Stock preferred stock. The foregoing limitations will not apply to (“Permitted Debt”): (a) the incurrence by the Issuer or Preferred Stocka Guarantor of (i) Indebtedness in aggregate principal amount of up to the maximum commitment as of the date hereof under the Partner Agreements, which principal amount may not be increased under the existing Partner Agreements without consent of the Holders of at least a majority in principal amount of the Outstanding Notes, plus all accrued but unpaid interest thereon and any letters of credit required pursuant to the terms of such agreements, (ii) while the Key Terms Agreement remains in effect and so long as the obligations set forth in the last sentence of Section 12.3 thereof as in effect on the date hereof have not been amended to the detriment of the Issuer, additional Secured or unsecured Indebtedness owed to the Partner (or one of its controlled Affiliates) in an aggregate principal amount of up to $125,000,000, plus all accrued but unpaid interest thereon and any letters of credit required pursuant to the terms of such agreements, and (iii) Secured or unsecured Indebtedness that is used to refund, refinance or replace any Indebtedness to Partner (or one of its controlled Affiliates) under clauses (i) and (ii) in an amount not to exceed the amounts outstanding under such Indebtedness at the time of such refunding, refinancing or replacement, plus an additional $50,000,000 in principal amount and all accrued but unpaid interest, dividends, premiums (including tender premiums), defeasance costs, underwriting discounts, fees, costs and expenses (including original issue discount, upfront fees or similar fees) incurred in connection with such refinancing; provided(b) the incurrence by the Issuer and any Guarantor of Indebtedness represented by the Notes, however, that the Company may incur including all PIK Interest including any Guarantee thereof; (c) Existing Indebtedness (other than Indebtedness described in clauses (a) and (b) and any Indebtedness owed to Thermo or its Affiliates); (d) Indebtedness (including Acquired IndebtednessFinance Lease Obligations and Indebtedness related to Sale and Lease-Back Transactions) of the Issuer or a Guarantor and preferred stock incurred by the Issuer, to finance the purchase, lease, construction or improvement (including, without limitation, the cost of design, development, construction, acquisition, transportation, installation, improvement and migration) of property (real or personal) or issue shares equipment that is used or useful in a Similar Business, whether through the direct purchase of Disqualified Stock, and any Restricted Subsidiary may incur Indebtedness (including Acquired Indebtedness), issue shares of Disqualified Stock and issue shares of Preferred Stock, if the Total Net Leverage Ratio at the time such additional Indebtedness is incurred or such Disqualified Stock or Preferred Stock is issued would have been no greater than 5.50 to 1.00, determined on a Pro Forma Basis (including the application on a Pro Forma Basis of the net proceeds therefrom), as if the additional Indebtedness had been incurred, assets or the Disqualified Stock or Preferred Stock had been issued, as the case may be, and the application of proceeds therefrom had occurred at the beginning of the most recently ended Measurement Period; provided further, however, that Non-Guarantor Subsidiaries may not incur Indebtedness or issue Disqualified Stock or Preferred Stock if, after giving Pro Forma Effect to such incurrence or issuance, the amount of Indebtedness or Disqualified Stock or Preferred Capital Stock of Non-Guarantor Subsidiaries outstanding pursuant to this Section 4.09(a) (together with any Refinancing Indebtedness Person owning such assets, in respect thereof) and clause (31) below exceeds the greater of (x) $300.0 million and (y) 18.0% of Adjusted EBITDA as of the last day of the most recently ended Measurement Period on or prior to the date of determination.an aggregate principal amount which, when aggregated with

Limitation on Incurrence of Indebtedness. (a) The Company will shall not, and will shall not permit any of its Restricted Subsidiaries to, directly or indirectly, (i) create, incur, issue, assume, guarantee guaranty or otherwise become directly or indirectly liableliable with respect to, contingently, contingently or otherwise (collectively, “incur” and collectively"INCUR"), an “incurrence”) with respect to any Indebtedness (including including, without limitation, Acquired IndebtednessDebt) and the Company will not or (ii) issue any shares of Disqualified Stock and will not permit any Restricted Subsidiary to issue any shares of Disqualified Stock or Preferred Stock; provided, howeverPROVIDED, that the Company may incur Indebtedness (including including, without limitation, Acquired IndebtednessDebt) or issue shares of Disqualified Stock, and any Restricted Subsidiary may incur Indebtedness (including Acquired Indebtedness), issue shares of Disqualified Stock (and issue shares a Restricted Subsidiary may incur Acquired Debt) if (1) no Default or Event of Preferred Stock, if the Total Net Leverage Ratio Default shall have occurred and be continuing at the time of, or would occur after giving effect on a PRO FORMA basis to such incurrence or issuance, and (2) the Interest Coverage Ratio for the Company's most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional Indebtedness is incurred or such Disqualified Stock or Preferred Stock is issued would have been no greater not less than 5.50 2.5 to 1.001.0, determined on a Pro Forma Basis PRO FORMA basis (including the a PRO FORMA application on a Pro Forma Basis of the net proceeds therefrom), as if the additional Indebtedness had been incurred, or the Disqualified Stock or Preferred Stock had been issued, as the case may be, and the application of proceeds therefrom had occurred at the beginning of the most recently ended Measurement Periodsuch four-quarter period; provided further, howeverPROVIDED, that Non-Guarantor Subsidiaries may not incur in the case of Indebtedness (other than Indebtedness outstanding under the Revolving Credit Facility, Purchase Money Obligations, Capital Lease Obligations or issue Disqualified Stock or Preferred Stock if, after giving Pro Forma Effect to such incurrence or issuanceAcquired Debt), the amount Weighted Average Life to Maturity and final stated maturity of such Indebtedness is greater than the Weighted Average Life to Maturity and final stated maturity of the Notes. Accrual of interest, accretion of accreted value, and the payment of interest in the form of additional Indebtedness shall not be deemed to be the incurrence of Indebtedness or Disqualified Stock or Preferred Stock for purpose of Non-Guarantor Subsidiaries outstanding pursuant to this Section 4.09(a) (together with any Refinancing Indebtedness in respect thereof) and clause (31) below exceeds the greater of (x) $300.0 million and (y) 18.0% of Adjusted EBITDA as of the last day of the most recently ended Measurement Period on or prior to the date of determination4.9(a).

Limitation on Incurrence of Indebtedness. (a) The Company will not, and will not permit any of its Restricted Subsidiaries to, directly Incur or indirectlyin any manner become liable in respect of any Indebtedness, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently, or otherwise (collectively, “incur” and collectively, an “incurrence”) with respect to any Indebtedness (including Acquired Indebtedness) and the Company will not issue any shares of Disqualified Capital Stock and will not permit any Restricted Subsidiary of its Subsidiaries to issue any shares of Disqualified Stock or Preferred Stock; provided, however, that the Company may incur Incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Capital Stock, and any Restricted Subsidiary the Company’s Subsidiaries may incur Incur Indebtedness (including Acquired Indebtedness), or issue shares of Disqualified Stock and issue shares of Preferred Stock, if if, on the Total Net Leverage Ratio at date of such Incurrence or issuance, after giving effect to the time such additional Incurrence of Indebtedness is incurred or such issuance of Disqualified Capital Stock or Preferred Stock, (A) the Company’s Consolidated Net Worth is not less than the sum of (i) $400.0 million plus (ii) 50% of any net cash proceeds received by the Company since the Issue Date as a contribution to its common equity capital or from the issuance or sale of convertible or exchangeable Disqualified Capital Stock of the Company or convertible or exchangeable debt securities of the Company, in each case that have been converted into or exchanged for Qualified Capital Stock of the Company (other than Qualified Capital Stock and convertible or exchangeable Disqualified Capital Stock or debt securities sold to a Subsidiary of the Company), determined on a Pro Forma Basis, provided, however, that amounts added pursuant to this clause (ii) shall not exceed $100.0 million in the aggregate, (B) the ratio of (i) the Company’s Consolidated Adjusted EBITDA for the most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such Indebtedness is issued Incurred to (ii) Consolidated Interest Expense during such period, would have been no greater than 5.50 at least 2.00 to 1.00, determined on a Pro Forma Basis (including the a pro forma application on a Pro Forma Basis of the net proceeds therefrom), as if the additional Indebtedness had been incurred, Incurred or the Disqualified Capital Stock or Preferred Stock had been issued, as the case may be, and the application of proceeds therefrom had occurred at the beginning of such four-quarter period, and (C) the most recently ended Measurement Period; provided furtherCompany’s ratio of Consolidated Indebtedness to Consolidated Assets is no greater than 0.80 to 1.00, however, that Non-Guarantor Subsidiaries may not incur Indebtedness or issue Disqualified Stock or Preferred Stock if, after giving determined on a Pro Forma Effect to such incurrence or issuance, the amount of Indebtedness or Disqualified Stock or Preferred Stock of Non-Guarantor Subsidiaries outstanding pursuant to this Section 4.09(a) Basis (together with any Refinancing Indebtedness in respect thereof) and clause (31) below exceeds the greater of (x) $300.0 million and (y) 18.0% of Adjusted EBITDA as including a pro forma application of the last day of the most recently ended Measurement Period on or prior to the date of determinationnet proceeds therefrom).

Limitation on Incurrence of Indebtedness. (a) The Company Issuer will not, and will not permit any of its Restricted Subsidiaries Subsidiary to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently, contingently or otherwise (collectively, “incur” and collectively, an “incurrence”) with respect to any Indebtedness (including Acquired Indebtedness) and the Company will not issue any shares of Disqualified Stock and Issuer will not permit any Restricted Subsidiary to issue any shares of Disqualified Stock or Preferred Stockpreferred stock; provided, however, that the Company may incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stock, Issuer and any Restricted Subsidiary the Co-Issuer may incur Indebtedness (including Acquired Indebtedness), issue shares of Disqualified Stock any Restricted Subsidiary may incur Indebtedness and issue shares of Preferred Stockpreferred stock (including Acquired Indebtedness) if as of the date any such Indebtedness is incurred or preferred stock is issued, if on a pro forma basis after giving effect to the incurrence and application of the proceeds of such Indebtedness, the Issuer’s Total Net Leverage Ratio at for the time Test Period immediately preceding such additional date shall be less than or equal to 4.50 to 1.00; provided, further that the aggregate principal amount (or liquidation preference) of Indebtedness is incurred or such Disqualified Stock or Preferred Stock is preferred stock issued would have been no greater than 5.50 to 1.00, determined on a Pro Forma Basis (including the application on a Pro Forma Basis of the net proceeds therefrom), as if the additional Indebtedness had been incurred, or the Disqualified Stock or Preferred Stock had been issued, as the case may be, and the application of proceeds therefrom had occurred at the beginning of the most recently ended Measurement Period; provided further, however, that Non-Guarantor Subsidiaries may not incur Indebtedness or issue Disqualified Stock or Preferred Stock if, after giving Pro Forma Effect to such incurrence or issuance, the amount of Indebtedness or Disqualified Stock or Preferred Stock of Non-Guarantor Subsidiaries outstanding pursuant to the foregoing together with any Refinancing Indebtedness in respect thereof incurred pursuant to clause (n) below and amounts under clauses (i) and (o) of this Section 4.09(a) 1011 (together with any Refinancing Indebtedness in respect thereof) and thereof incurred pursuant to clause (31n) below exceeds below) by Restricted Subsidiaries that are not Guarantors shall not exceed the greater of (x) $300.0 million US$300,000,000 and (y) 18.06.5% of Adjusted EBITDA as of the last day of the most recently ended Measurement Period on or prior Total Assets at any time outstanding. The foregoing limitations will not apply to the date of determination.(“Permitted Debt”):

Limitation on Incurrence of Indebtedness. (a) The Company will Issuer shall not, and will shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently, or otherwise liable with respect to (collectively, “incur” and collectively, an “incurrence”) with respect to any Indebtedness (including Acquired IndebtednessDebt) and the Company will not issue any shares of Disqualified Stock and will not or permit any of its Restricted Subsidiary Subsidiaries to issue any shares of Disqualified Stock or Preferred StockEquity Interests; provided, however, that that, notwithstanding the Company may incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stockforegoing, the Issuer and any Restricted Subsidiary may incur Indebtedness (including Acquired Indebtedness)Debt) and any Guarantor may issue Preferred Equity Interests, issue shares if, after giving effect to the incurrence of Disqualified Stock such Indebtedness or the issuance of such Preferred Equity Interests and issue shares the application of Preferred Stockthe net proceeds thereof on a pro forma basis, if the Total Net Leverage Issuer’s Consolidated Fixed Charge Coverage Ratio at the time such additional Indebtedness is incurred or such Disqualified Stock or Preferred Stock is issued would have been no greater than 5.50 at least 2.0 to 1.001.0; provided that Restricted Subsidiaries of the Issuer that are not Guarantors may not incur Indebtedness or issue any Preferred Equity Interests pursuant to this paragraph if, determined on a Pro Forma Basis after giving pro forma effect to such incurrence or issuance (including the a pro forma application on a Pro Forma Basis of the net proceeds therefrom), as if the additional aggregate amount of outstanding Indebtedness had been incurred, or the Disqualified Stock or Preferred Stock had been issued, as the case may be, and the application Equity Interests of proceeds therefrom had occurred at the beginning Restricted Subsidiaries of the most recently ended Measurement Period; provided furtherIssuer that are not Guarantors at any one time outstanding incurred pursuant to the foregoing proviso and pursuant to Section 4.09(b)(4)(a) below, however, that Non-Guarantor Subsidiaries may not incur Indebtedness or issue Disqualified Stock or Preferred Stock if, after giving Pro Forma Effect to such incurrence or issuance, together with the amount of Indebtedness or Disqualified Stock or Preferred Stock of Non-Guarantor Subsidiaries outstanding pursuant to this Section 4.09(a) (together with any Refinancing Indebtedness in respect thereofthereof incurred pursuant to Section 4.09(b)(10) and clause (31) below below, exceeds the greater of (x) $300.0 20.0 million and or (y) 18.025.0% of Adjusted Consolidated EBITDA as of the last day of for the most recently ended Measurement Period (calculated on or prior to the date of determinationa pro forma basis).

Limitation on Incurrence of Indebtedness. (a) The Company will shall not, and will shall not permit any of its Restricted Subsidiaries to, directly or indirectly, (i) create, incur, issue, assume, guarantee guaranty or otherwise become directly or indirectly liableliable with respect to, contingently, contingently or otherwise (collectively, “"incur” and collectively"), an “incurrence”) with respect to any Indebtedness (including including, without limitation, Acquired IndebtednessDebt) and the Company will not or (ii) issue any shares of Disqualified Stock and will not permit any Restricted Subsidiary to issue any shares of Disqualified Stock or Preferred Capital Stock; provided, however, that the Company may incur Indebtedness (including including, without limitation, Acquired IndebtednessDebt) or and issue shares of Disqualified Stock, Capital Stock (and any a Restricted Subsidiary may incur Indebtedness Acquired Debt) if (including Acquired Indebtedness), issue shares x) no Default or Event of Disqualified Stock Default shall have occurred and issue shares of Preferred Stock, if the Total Net Leverage Ratio be continuing at the time of, or would occur after giving effect on a pro forma basis to such incurrence or issuance, and (y) the Interest Coverage Ratio for the Company's most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional Indebtedness is incurred or such Disqualified Stock or Preferred Capital Stock is issued would have been no greater not less than 5.50 2.0 to 1.001.0, determined on a Pro Forma Basis pro forma basis (including the a pro forma application on a Pro Forma Basis of the net proceeds therefrom), as if the additional Indebtedness had been incurred, or the Disqualified Stock or Preferred Capital Stock had been issued, as the case may be, and the application of proceeds therefrom had occurred at the beginning of the most recently ended Measurement Periodsuch four-quarter period; provided further, howeverprovided, that Non-Guarantor Subsidiaries may not incur in the case of Indebtedness (other than Indebtedness outstanding under the Credit Facility, Purchase Money Obligations, Capital Lease Obligations or issue Disqualified Stock or Preferred Stock if, after giving Pro Forma Effect to such incurrence or issuanceAcquired Debt), the amount Weighted Average Life to Maturity and final stated maturity of such Indebtedness is equal to or Disqualified Stock or Preferred Stock of Non-Guarantor Subsidiaries outstanding pursuant greater than the Weighted Average Life to this Section 4.09(a) (together with any Refinancing Indebtedness in respect thereof) Maturity and clause (31) below exceeds the greater of (x) $300.0 million and (y) 18.0% of Adjusted EBITDA as final stated maturity of the last day of Notes. Notwithstanding the most recently ended Measurement Period on or prior to foregoing, the date of determination.foregoing limitations will not prohibit the incurrence of:

Limitation on Incurrence of Indebtedness. (a1) The Company will shall not, and will shall not permit any of its Restricted Subsidiaries to, directly or indirectly, (i) create, incur, issue, assume, guarantee guaranty or otherwise become directly or indirectly liableliable with respect to, contingently, contingently or otherwise (collectively, “"incur” and collectively"), an “incurrence”) with respect to any Indebtedness (including including, without limitation, Acquired IndebtednessDebt) and the Company will not or (ii) issue any shares of Disqualified Stock and will not permit any Restricted Subsidiary to issue any shares of Disqualified Stock or Preferred Stock; provided, however, that the Company may incur Indebtedness (including including, without limitation, Acquired IndebtednessDebt) or issue shares of Disqualified Stock, and any Restricted Subsidiary may incur Indebtedness (including Acquired Indebtedness), issue shares of Disqualified Stock (and issue shares a Restricted Subsidiary may incur Acquired Debt) if (w) no Default or Event of Preferred Stock, if the Total Net Leverage Ratio Default shall have occurred and be continuing at the time of, or would occur after giving effect on a pro forma basis to, such incurrence or issuance, (x) the Rent Coverage Ratio for the Company's most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional Indebtedness is incurred or such Disqualified Stock or Preferred Stock is issued would have been no greater not less than 5.50 to 1.001.0x, determined on a Pro Forma Basis pro forma basis (including the a pro forma application on a Pro Forma Basis of the net proceeds therefrom), as if the additional Indebtedness had been incurred, or the Disqualified Stock had been issued, as the case may be, at the beginning of such four-quarter period, (y) the Interest Coverage Ratio for the Company's most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional Indebtedness is incurred or Preferred such Disqualified Stock is issued would have been at least equal to the ratio set forth below opposite the period in which such incurrence or issuance occurs, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been incurred, or the Disqualified Stock had been issued, as the case may be, and the application of proceeds therefrom had occurred at the beginning of the most recently ended Measurement Period; provided furthersuch four-quarter period: Period Ending Ratio ------------- ----- December 31, however2000......................................... 2.00x December 31, that Non-Guarantor Subsidiaries may not incur Indebtedness or issue Disqualified Stock or Preferred Stock if, after giving Pro Forma Effect to such incurrence or issuance, the amount of Indebtedness or Disqualified Stock or Preferred Stock of Non-Guarantor Subsidiaries outstanding pursuant to this Section 4.09(a) (together with any Refinancing Indebtedness in respect thereof) and clause (31) below exceeds the greater of (x) $300.0 million and (y) 18.0% of Adjusted EBITDA as of the last day of the most recently ended Measurement Period on or prior to the date of determination.2002......................................... 2.25x